Company Registration No. 14951291 (England and Wales)
GLACIER TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
GLACIER TOPCO LIMITED
COMPANY INFORMATION
Directors
M Ritchie
(Appointed 28 June 2024)
N W Horler
(Appointed 28 March 2024)
S Martin
(Appointed 15 December 2023)
S Rowan
(Appointed 13 October 2023)
J O Scott
(Appointed 13 October 2023)
Company number
14951291
Registered office
77 Charlotte Street
London
United Kingdom
W1T 4PW
Auditor
Johnston Carmichael LLP
Bishop's Court
29 Albyn Place
Aberdeen
AB10 1YL
GLACIER TOPCO LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 10
Group profit and loss account
11
Group statement of comprehensive income
12
Group balance sheet
13
Company balance sheet
14
Group statement of changes in equity
15
Company statement of changes in equity
16
Group statement of cash flows
17
Notes to the group financial statements
18 - 36
GLACIER TOPCO LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MARCH 2024
- 1 -

The directors present the strategic report and financial statements for the 9 month period from the date of incorporation of Glacier Topco Limited (“the company”) on 21 June 2023 to 31 March 2024. These financial statements represent the company and its subsidiaries (collectively "the group").

Fair review of the business

Glacier Topco Limited, along with Glacier Midco Limited and Glacier Bidco Limited, was established to enable the acquisition of Glacier Energy Services Holdings Limited and its subsidiaries on 15 December 2023, by the Private Equity investor, Averroes Capital Limited (“Averroes”).

 

As such, the reported performance within these Glacier Topco Limited group financial statements covers the 3.5 month trading period up to 31 March 2024, representing the period since the company has had control of Glacier Energy Services Holdings Limited group. Within this period, trading was positive with £10.8m revenue delivered, generating underlying EBITDA of £0.4m over that period.

 

The following table illustrates the underlying performance of the group for the full financial year to 31 March 2024, taking into account the period before the buyout by Averroes:

 

 

Post-Acquisition

15 Dec 2023 to

31 March 2024

£’000

Pre-Acquisition

1 Apr 2023 to 14 Dec 2023

£000

Aggregate

Year to 31 Mar

2024

£’000

Turnover

10,781

23,789

34,570

 

 

 

 

Gross Profit

3,949

8,164

12,113

Gross Profit %

37%

34%

35%

 

 

 

 

EBITDA (excluding Exceptionals)

411

1,973

2,384

EBITDA (excluding Exceptionals) %

4%

8%

7%

Further items management report as exceptional within their management accounts but not reported as such here

 

 

 

1,111

Underlying EBITDA for the year per management accounts

 

 

 

3,495

Underlying EBITDA per management accounts %

 

 

 

10%

 

Underlying performance at the EBITDA level of the trading companies in the group for the full year to 31 March 2024 was £3.5m, a 46% increase on the previous year of £2.4m (per management accounts analysis). This was achieved primarily due to a 25% increase in turnover arising in the main from the group’s welding solutions and heat transfer divisions, slightly improving margins from prior year and continued close cost control by the management team.

 

From the balance sheet perspective, the group had net liabilities of £1.3m at 31 March 2024, but it should be noted that this largely results from long-term liabilities in the form of the group’s institutional investor loan notes of £15.2m, which are not due for repayment until December 2028. Although the group has net current liabilities of £1.7m at 31 March 2024, included within current liabilities are confidential invoice discounting facilities of £2.3m, which is the group’s working capital financing and will be paid down as trade debtor receipts are collected. The overall confidential invoice discounting facility available to the group is £5.5m.

 

Cash flow generated from operations was £0.1m during the period, with an overall cash outflow of £2.1m, being primarily the net position after the new institutional investor loan notes and new bank loan have been introduced to fund the repayment of historic institutional debt and the acquisition of the Glacier Energy Services Holdings Limited group

GLACIER TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 2 -
Current Trading and Future Prospects

Since the year end date of 31 March 2024, the step up in business activity has been maintained with all divisions performing strongly in the new financial year, with specific points of note being:

 

 

As a result, the run rate in terms of turnover and EBITDA is higher than the equivalent period last year, providing the directors with optimism of an improved outturn for the year ending 31 March 2025.

 

Regarding future prospects, the group operates in the Wind and Oil & Gas markets, with ongoing diversification into the emerging Renewable Energy markets such as Energy Storage, Hydrogen and Carbon Capture, with long term macro factors in these markets being positive.

 

At present, the activity levels in its established markets continues to be high, while there is significant positive momentum in the Renewable Energy markets creating new substantial opportunities for the group. To capitalise on these growing opportunities, the group has made a significant investment in its management team, including the expansion of its Business Development & Sales team and is starting to see the benefit of this.

 

Taking current trading, the positive market dynamics and these various ongoing initiatives in the business into account, the prospects of the group are positive.

 

Principal risks and uncertainties

The principal risks and uncertainties affecting the business include the following:

 

GLACIER TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 3 -
Post Balance Sheet Date Investment

On 5 July 2024, the group secured investment from the Business Growth Fund, a leading Private Equity investor in the UK. The combination of the Business Growth Fund alongside the group’s existing investor, Averroes Capital Limited, puts the group in an extremely strong position in terms of being able to access growth capital to support the execution of its growth strategy, both organically and by acquisition.

On behalf of the board

S Martin
Director
12 October 2024
GLACIER TOPCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2024
- 4 -

The directors present their annual report and financial statements for the 9 month period from the company's incorporation on 21 June 2023 to 31 March 2024.

Principal activities

The principal activity of the company is that of a holding company. The principal activities of the group are the provision of specialist onsite machining products and services, weld overlay services, heat exchanger and pressure vessel repair, refurbishment, design and manufacture, and non destructive testing and inspection services. The provision of these products and services are into the renewable and conventional energy markets.

Results and dividends

The results for the period are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

Squire Patton Boggs Directors Limited
(Appointed 21 June 2023 and resigned 13 October 2023)
J J Jones
(Appointed 21 June 2023 and resigned 13 October 2023)
M Ritchie
(Appointed 28 June 2024)
N W Horler
(Appointed 28 March 2024)
S Martin
(Appointed 15 December 2023)
S Rowan
(Appointed 13 October 2023)
J O Scott
(Appointed 13 October 2023)
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the period. These provisions remain in force at the reporting date.

Post reporting date events

On 28 May 2024, the company issued 1,500 D Ordinary shares of £0.01 each for a total consideration of £8,250 and, on 28 June 2024, 2,500 D Ordinary shares of £0.01 each for a total consideration of £13,750.

 

During July 2024, private equity investor BGF acquired a minority interest in the group, plus long-term loan notes and provided additional growth capital.

 

On 13 August 2024 the group completed a trade and assets acquisition of Francis Brown Limited. The deal was completed via a new subsidiary, Glacier Manufacturing Limited, which was incorporated on 26 July 2024.

Auditor

Johnston Carmichael LLP were appointed as auditor during the current period and are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Future developments

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments (where applicable).

GLACIER TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 5 -
Financial management risk

The group does not use derivatives for either financial risk management or for speculative purposes. The group's financial risk management objectives, policies and exposure to financial risks are not considered material for the assessment of the group's assets, liabilities, financial position or result for the year and as such, no further disclosure is considered necessary.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
S Martin
Director
12 October 2024
GLACIER TOPCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 MARCH 2024
- 6 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

GLACIER TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GLACIER TOPCO LIMITED
- 7 -
Opinion

We have audited the financial statements of Glacier Topco Limited (‘the parent company’) and its subsidiaries (‘the group’) for the period ended 31 March 2024, which comprise the Group Profit and Loss Account, Group Statement of Comprehensive Income, Group Balance Sheet, Company Balance Sheet, Group Statement of Changes in Equity, Company Statement of Changes in Equity, Group Statement of Cash Flows and notes to the group financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group or parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

GLACIER TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GLACIER TOPCO LIMITED
- 8 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors’ Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the Directors’ Responsibilities Statement, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the group’s and parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.

Auditor responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

GLACIER TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GLACIER TOPCO LIMITED
- 9 -
Extent to which the audit is considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company and the sector in which they operate, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

We gained an understanding of how the group and the parent company are complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns, external inspections, relevant correspondence with regulatory bodies and board meeting minutes.

We assessed the susceptibility of the group’s and parent company’s financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

GLACIER TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GLACIER TOPCO LIMITED
- 10 -

Extent to which the audit was considered capable of detecting irregularities, including fraud (continued)

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Stephen McIlwaine (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
15 October 2024
Statutory Auditor
Bishop's Court
29 Albyn Place
Aberdeen
AB10 1YL
GLACIER TOPCO LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 MARCH 2024
- 11 -
9 month period
ended
31 March
2024
Notes
£
Turnover
3
10,781,268
Cost of sales
(6,831,936)
Gross profit
3,949,332
Distribution costs
(23,351)
Administrative expenses
(4,687,166)
Operating loss
4
(761,185)
Interest payable and similar expenses
8
(510,039)
Loss before taxation
(1,271,224)
Tax on loss
9
(81,000)
Loss for the financial period
23
(1,352,224)
Loss for the financial period is all attributable to the owners of the parent company.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

GLACIER TOPCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2024
- 12 -
9 month period
ended
31 March
2024
£
Loss for the period
(1,352,224)
Other comprehensive expense
Currency translation differences
(516)
Total comprehensive expense for the period
(1,352,740)
Total comprehensive expense for the period is all attributable to the owners of the parent company.
GLACIER TOPCO LIMITED
GROUP BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 13 -
2024
Notes
£
£
Fixed assets
Goodwill
10
17,230,269
Other intangible assets
10
49,313
Total intangible assets
17,279,582
Tangible assets
11
762,245
18,041,827
Current assets
Stocks
14
2,293,506
Debtors
15
9,158,384
Cash at bank and in hand
170,200
11,622,090
Creditors: amounts falling due within one year
16
(13,307,169)
Net current liabilities
(1,685,079)
Total assets less current liabilities
16,356,748
Creditors: amounts falling due after more than one year
17
(17,572,528)
Provisions for liabilities
Deferred tax liability
20
81,000
(81,000)
Net liabilities
(1,296,780)
Capital and reserves
Called up share capital
22
960
Share premium account
23
55,000
Profit and loss reserves
23
(1,352,740)
Total deficit
(1,296,780)
The financial statements were approved by the board of directors and authorised for issue on 12 October 2024 and are signed on its behalf by:
12 October 2024
S Martin
Director
GLACIER TOPCO LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2024
31 March 2024
- 14 -
2024
Notes
£
£
Fixed assets
Investments
12
1
Current assets
Debtors
15
55,959
Net current assets
55,959
Net assets
55,960
Capital and reserves
Called up share capital
22
960
Share premium account
23
55,000
Total equity
55,960

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s result for the period was £nil.

The financial statements were approved by the board of directors and authorised for issue on 12 October 2024 and are signed on its behalf by:
12 October 2024
S Martin
Director
Company Registration No. 14951291
GLACIER TOPCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024
- 15 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 21 June 2023
-
-
-
-
9 month period ended 31 March 2024:
Loss for the period
-
-
(1,352,224)
(1,352,224)
Other comprehensive expense:
Currency translation differences
-
-
(516)
(516)
Total comprehensive expense for the period
-
-
(1,352,740)
(1,352,740)
Issue of share capital
22
960
55,000
-
55,960
Balance at 31 March 2024
960
55,000
(1,352,740)
(1,296,780)
GLACIER TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024
- 16 -
Share capital
Share premium account
Total
Notes
£
£
£
Balance at 21 June 2023
-
0
-
0
-
9 month period ended 31 March 2024:
Result and total comprehensive result for the period
-
-
-
0
Issue of share capital
22
960
55,000
55,960
Balance at 31 March 2024
960
55,000
55,960
GLACIER TOPCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 MARCH 2024
- 17 -
2024
Notes
£
£
Cash flows from operating activities
Cash generated from operations
30
79,933
Interest paid
(510,039)
Income taxes paid
(826)
Net cash outflow from operating activities
(430,932)
Investing activities
Purchase of tangible fixed assets
(270,488)
Purchase of subsidiaries (net of cash acquired)
(6,356,086)
Net cash used in investing activities
(6,626,574)
Financing activities
Proceeds from issue of shares
55,960
Proceeds from other borrowings
15,204,558
Repayment of other borrowings
(12,434,705)
Proceeds of new bank loans
2,500,000
Repayment of bank loans
(297,221)
Payment of finance leases obligations
(87,870)
Net cash generated from financing activities
4,940,722
Net decrease in cash and cash equivalents
(2,116,784)
Cash and cash equivalents at beginning of period
-
0
Cash and cash equivalents at end of period
(2,116,784)
Relating to:
Cash at bank and in hand
170,200
Bank overdrafts included in creditors payable within one year
(2,286,984)
GLACIER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
- 18 -
1
Accounting policies
Company information

Glacier Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 77 Charlotte Street, London, United Kingdom, W1T 4PW.

 

The group consists of Glacier Topco Limited and all of its subsidiaries, collectively known as "the group". The nature of the group's and company's activities are as per the directors' report on page 4.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements (where applicable):

 

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

GLACIER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 19 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Glacier Topco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 March 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

In its first period of trading, the group has recorded a consolidated loss of £1.4m, with net current liabilities of £1.7m and net liabilities of £1.3m at 31 March 2024.

 

Within current liabilities is a Confidential Invoice Discounting (“CID”) facility balance of £2.3m, which the group uses to finance its working capital and will be paid down as trade debtor receipts are collected. The overall CID facility available to the group is £5.5m. Within longer term liabilities are institutional investor loan notes of £15.2m, which are not due for repayment until December 2028. Excluding these items, the group has significant net assets and positive current assets, with significant available working capital finance through its CID facility.

 

Current year trading for the group continues to be strong and as part of the directors’ assessment of going concern detailed longer term financial projections have been prepared, which demonstrate continued positive cash flow generation, payment of liabilities as they fall due and sufficient current and future headroom within the group’s available facilities. While the directors remain confident in these projections, it should be noted that projections by their very nature are uncertain and require a degree of estimation.

 

Based on the above considerations, the directors have reasonable assurance over the group’s and company’s financial resilience going forward and as such, have adopted the going concern basis of accounting in preparing these financial statements.

1.5
Reporting period

The financial statements cover the 9 month period from the date of incorporation on 21 June 2023 to 31 March 2024.

1.6
Turnover

Turnover represents amounts receivable for goods and services net of VAT and trade discounts and is recognised in the financial statements when cash has been received or is receivable.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

GLACIER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 20 -

Revenue from contracts for the provision of engineering services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

 

When the outcome of a contract can be assessed with reasonable certainty, profit is recognised as the difference between revenue and related costs. Any foreseeable loss is recognised immediately in profit or loss.

1.7
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.8
Intangible fixed assets - goodwill

Acquired goodwill is written off in equal annual instalments over its estimated useful economic life of six years.

1.9
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Development costs
3 years on cost
Intellectual property & customer lists
10 years on cost
1.10
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Plant and equipment
7.5% to 80% on cost
Office equipment
25% to 50% on cost
Motor vehicles
25% reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.11
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

GLACIER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 21 -
1.12
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the profit and loss account.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in the profit and loss account.

1.13
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Work in progress is valued at the lower of cost and net realisable value, and includes direct expenditure and an appropriate proportion of fixed and variable overheads.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in the profit and loss account. Reversals of impairment losses are also recognised in the profit and loss account.

1.14
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.15
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

GLACIER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 22 -
Basic financial assets

Basic financial assets, which include certain debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the profit and loss account.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the profit and loss account.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including trade and other creditors, bank loans and similar debt and amounts due to fellow group companies (parent company only) are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.16
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

GLACIER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 23 -
1.17
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

 

R&D tax credits are recognised at the fair value of the asset received or receivable when there is reasonable assurance that claims will be successful.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.18
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.19
Retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to the profit and loss account in the period to which they relate.

1.20
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

GLACIER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 24 -

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.21
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss for the period.

 

Transactions with foreign subsidiaries are recorded at the rates of exchange prevailing at the dates of the transactions and balances with foreign subsidiaries are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the statement of other comprehensive income for the period.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Group - Goodwill Impairment - carrying value of goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the cash generating units to which goodwill has been allocated. The value in use calculation requires the group to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate present value. The directors have concluded that the carrying value of goodwill is supportable at the year end.

 

The carrying value of goodwill and its creation are outlined within notes 10 and 24 respectively.

 

In the directors' opinion there are no other judgements or key sources of estimation uncertainty affecting the group or company.

3
Turnover and other revenue
2024
£
Turnover analysed by class of business
Sale of products and services - renewable energy market
7,380,096
Sale of products and services - conventional energy market
3,401,172
10,781,268
GLACIER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
3
Turnover and other revenue
(Continued)
- 25 -
2024
£
Turnover analysed by geographical market
UK
7,147,140
Europe
2,978,570
Rest of the world
655,558
10,781,268
4
Operating loss
2024
£
Operating loss for the period is stated after charging:
Exchange differences
84,960
Depreciation of owned tangible fixed assets
36,963
Depreciation of tangible fixed assets held under finance leases
41,043
Amortisation of intangible assets
1,071,063
Operating lease charges
534,406
5
Auditor's remuneration
2024
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
19,500
Audit of the financial statements of the company's subsidiaries
84,250
103,750
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the period was:

Group
Company
2024
2024
Number
Number
Manufacturing and production
148
-
Administration and management
62
3
Total
210
3
GLACIER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
6
Employees
(Continued)
- 26 -

Their aggregate remuneration comprised:

Group
Company
2024
2024
£
£
Wages and salaries
5,154,675
-
0
Social security costs
438,434
-
Pension costs
354,032
-
0
5,947,141
-
0
7
Directors' remuneration
2024
£
Remuneration for qualifying services
136,373
8
Interest payable and similar expenses
2024
£
Interest on bank overdrafts and loans
110,877
Interest on finance leases and hire purchase contracts
15,872
Other interest
383,290
Total finance costs
510,039
9
Taxation
2024
£
Deferred tax
Origination and reversal of timing differences
81,000
GLACIER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
9
Taxation
(Continued)
- 27 -

The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:

2024
£
Loss before taxation
(1,271,224)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00%
(317,806)
Tax effect of expenses that are not deductible in determining taxable profit
1,458,227
Tax effect of income not taxable in determining taxable profit
(406,501)
Group relief
282,380
Other differences
(5,648)
Adjustments to brought forward values
(268,659)
Share scheme deductions
(67,913)
Movement in deferred tax not recognised
(593,080)
Taxation charge
81,000

Tax losses

At the reporting date, the group had estimated UK tax losses of £3.4m which have not been recognised.

10
Intangible fixed assets
Group
Goodwill
Development costs
Intellectual property & customer lists
Total
£
£
£
£
Cost
At 21 June 2023
-
0
-
0
-
0
-
0
Business combinations (see note 23)
18,245,278
161,261
30,000
18,436,539
At 31 March 2024
18,245,278
161,261
30,000
18,436,539
Amortisation and impairment
At 21 June 2023
-
0
-
0
-
0
-
0
Business combinations (see note 23)
-
0
73,594
12,300
85,894
Amortisation charged for the period
1,015,009
53,754
2,300
1,071,063
At 31 March 2024
1,015,009
127,348
14,600
1,156,957
Carrying amount
At 31 March 2024
17,230,269
33,913
15,400
17,279,582
The company had no intangible fixed assets at 31 March 2024.
GLACIER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 28 -
11
Tangible fixed assets
Group
Plant and equipment
Office equipment
Motor vehicles
Total
£
£
£
£
Cost
At 21 June 2023
-
0
-
0
-
0
-
0
Business combinations (see note 23)
5,539,249
578,034
11,770
6,129,053
Additions
270,488
-
0
-
0
270,488
At 31 March 2024
5,809,737
578,034
11,770
6,399,541
Depreciation and impairment
At 21 June 2023
-
0
-
0
-
0
-
0
Business combinations (see note 23)
5,053,913
493,607
11,770
5,559,290
Depreciation charged in the period
76,541
1,465
-
0
78,006
At 31 March 2024
5,130,454
495,072
11,770
5,637,296
Carrying amount
At 31 March 2024
679,283
82,962
-
0
762,245
The company had no tangible fixed assets at 31 March 2024.
12
Fixed asset investments
Group
Company
2024
2024
Notes
£
£
Investments in subsidiaries
13
-
0
1
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 21 June 2023
-
Additions
1
At 31 March 2024
1
Carrying amount
At 31 March 2024
1
GLACIER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 29 -
13
Subsidiaries

Details of the company's subsidiaries at 31 March 2024 are as follows:

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Glacier Energy Services Holdings Limited
1
Holding company
Ordinary
-
100.00
Glacier Energy Services Limited
1
Heat exchanger repair and refurbishment
Ordinary
-
100.00
Glacier Whiteley Read Limited
1
Non trading
Ordinary
-
100.00
Glacier Inspection Services Limited
1
Non destructive testing and inspection
Ordinary
-
100.00
Glacier Inspection Services UK Limited
1
Holding company
Ordinary
-
100.00
Glacier Machining Solutions Limited
1
Machining services
Ordinary
-
100.00
MSL Heat Transfer Limited
1
Dormant
Ordinary
-
100.00
Ross Offshore Consultancy Limited
1
Dormant
Ordinary
-
0
Site Machining Services Limited
2
Dormant
Ordinary
-
100.00
Ross Exchanges Limited
1
Dormant
Ordinary
-
100.00
Ross Offshore Limited
1
Dormant
Ordinary
-
100.00
Aberdeen Radiators Limited
1
Non trading
Ordinary
-
100.00
Glacier Energy LLP
3
Heat exchanger repair and refurbishment
Ordinary
-
100.00
Glacier Welding Solutions Limited
1
Weld overlay services
Ordinary
-
100.00
Glacier Midco Limited
4
Holding company
Ordinary
100.00
-
Glacier Bidco Limited
4
Holding company
Ordinary
-
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Blackwood House, Union Grove Lane, Aberdeen, AB10 6XU
2
Unit 66 Gravelly Industrial Park, Walker Drive, Birmingham, B24 8TQ
3
55 Aiteke Bi Street, River Palace Hotel, 1st Floor, Office 4, Atyrau, Kazakhstan,060011
4
Ground Floor, 77 Charlotte Street, London, United Kingdom, W1T 4PW
14
Stocks
Group
Company
2024
2024
£
£
Raw materials and consumables
344,612
-
Work in progress
1,367,715
-
Finished goods and goods for resale
581,179
-
0
2,293,506
-
GLACIER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 30 -
15
Debtors
Group
Company
2024
2024
Amounts falling due within one year:
£
£
Trade debtors
6,944,592
-
0
Corporation tax recoverable
826
-
0
Amounts owed by group undertakings
-
55,959
Other debtors
356,495
-
0
Prepayments and accrued income
1,856,471
-
0
9,158,384
55,959

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

 

16
Creditors: amounts falling due within one year
Group
Company
2024
2024
Notes
£
£
Bank loans and overdrafts
18
3,370,318
-
0
Obligations under finance leases
19
243,674
-
0
Trade creditors
2,999,061
-
0
Other taxation and social security
286,597
-
Deferred income
180,680
-
0
Other creditors
964,748
-
0
Accruals
5,262,091
-
0
13,307,169
-
0
17
Creditors: amounts falling due after more than one year
Group
Company
2024
2024
Notes
£
£
Bank loans and overdrafts
18
1,652,778
-
0
Obligations under finance leases
19
331,902
-
0
Other borrowings
18
15,204,558
-
0
Accruals and deferred income
383,290
-
0
17,572,528
-
GLACIER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 31 -
18
Loans and overdrafts
Group
Company
2024
2024
£
£
Bank loans
2,736,112
-
0
Confidential invoice discounting facilities
2,286,984
-
0
Other loans
15,204,558
-
0
20,227,654
-
Payable within one year
3,370,318
-
0
Payable after one year
16,857,336
-
0

Security

The group's bank loans, confidential invoice discounting facilities and certain other loans are secured by fixed and floating charges as well as by composite guarantee and debentures provided by the company's subsidiary undertakings.

Other loans

Other loans relate to investor A and B loan notes which fall due for repayment on 15 December 2028. The loan notes incur interest at 10% per annum. The A loan notes have the attached security noted above, whereas the B notes do not.

19
Finance lease obligations
Group
Company
2024
2024
£
£
Future minimum lease payments due under finance leases:
Within one year
243,674
-
0
In two to five years
331,902
-
0
575,576
-

Obligations under finance leases are secured over the assets concerned.

 

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

GLACIER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 32 -
20
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
2024
Group
£
Accelerated capital allowances
81,000
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the period:
£
£
Asset at 21 June 2023
-
-
Charge to profit or loss
81,000
-
Liability at 31 March 2024
81,000
-
21
Retirement benefit schemes
2024
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
354,032

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund. At 31 March 2024 amounts of £nil were due to be paid over to the defined contribution pension scheme.

22
Share capital
Group and company
2024
2024
Ordinary share capital
Number
£
Issued and fully paid
A Ordinary shares of 1p each
84,869
849
B Ordinary shares of 1p each
1,131
11
C Ordinary shares of 1p each
10,000
100
96,000
960
GLACIER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
22
Share capital
(Continued)
- 33 -

On incorporation, 1 Ordinary share of £1 was issued at par value.

 

On 15 December 2023, the following share transactions occurred:

 

 

On 28 March 2024, the company issued 10,000 C Ordinary shares of £0.01 for a total consideration of £55,100 resulting in a share premium of £55,000.

 

The rights attaching to each class of share are set out in the company's Articles of Association dated 15 December 2023 which are available on the Companies House website.

 

In summary, A and B Ordinary shares are entitled to voting rights, except in specific circumstances of an underperformance event as defined by the company’s Articles, whereby A ordinary shares will be entitled to an enhancement, representing 95% of the voting rights attaching to all shares. C Ordinary share have no voting rights. No classes of shares have any right to redemption and all share classes rank pari passu with regards to dividends or any other distribution. On a return of capital scenario, the Ordinary shares are entitled to repayment of their capital and any arrears of dividend; the distribution of any surplus assets beyond this is as per the Company’s Articles.

 

23
Reserves
Share premium

The share premium account represents the premiums received on the issue of share capital in the company where issued in excess of nominal value.

Profit and loss reserves

The profit and loss reserves comprise the comprehensive loss for the period.

GLACIER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 34 -
24
Acquisition of a business

On 15 December 2023, the group acquired 100% of the issued share capital of Glacier Energy Services Holdings Limited and its subsidiaries.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Other intangible assets
105,367
-
105,367
Tangible fixed assets
569,763
-
569,763
Inventories
2,259,321
-
2,259,321
Trade and other debtors
9,551,879
-
9,551,879
Cash and cash equivalents
118,305
-
118,305
Invoice financing
(3,999,226)
-
(3,999,226)
Bank borrowings
(533,333)
-
(533,333)
Obligations under finance leases
(663,446)
-
(663,446)
Trade and other creditors
(10,486,370)
-
(10,486,370)
Tax liabilities
(257,668)
-
(257,668)
Other borrowings
(12,434,705)
-
(12,434,705)
Total identifiable net assets
(15,770,113)
-
(15,770,113)
Goodwill
18,245,278
Total consideration
2,475,165
The consideration was satisfied by:
£
Cash
1,023,000
Legal and other costs
1,452,165
2,475,165

The goodwill arising on the acquisition of the business is attributable to the anticipated future profitability of the acquired group. The directors have decided that the appropriate useful life of this goodwill is 6 years, reflecting the likely investment lifespan of the group's institutional investor.

 

The consideration outlined above was satisfied by the company's subsidiary undertaking, Glacier Bidco Limited.

Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
10,781,268
Loss after tax
(317,571)
GLACIER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 35 -
25
Financial commitments, guarantees and contingent liabilities

The company has provided a cross guarantee to the company’s institutional investor (Averroes Capital Limited) and the provider of its debt facilities (IGF Business Credit Limited) between itself and its subsidiary undertakings, in respect of the group’s A loan notes and debt facilities.

26
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2024
£
£
Within one year
613,937
-
Between two and five years
1,539,100
-
In over five years
7,500
-
2,160,537
-
27
Events after the reporting date

On 28 May 2024, the company issued 1,500 D Ordinary shares of £0.01 each for a total consideration of £8,250 and, on 28 June 2024, 2,500 D Ordinary shares of £0.01 each for a total consideration of £13,750.

 

During July 2024, private equity investor BGF acquired a minority interest in the group, plus long-term loan notes and provided additional growth capital.

 

On 13 August 2024 the group completed a trade and assets acquisition of Francis Brown Limited. The deal was completed via a new subsidiary, Glacier Manufacturing Limited, which was incorporated on 26 July 2024.

28
Related party transactions

Group

Key management personnel compensation for the group is not disclosed on the basis there is no difference between key management personnel and the directors, with directors' remuneration disclosed at note 7.

 

During the period, the group incurred monitoring fees of £25,000 as well as interest of £383,290 in respect of loan notes issued to entities or individuals with control, joint control or significant influence over the group. The balance owed to these parties at the reporting date was £15,587,848.

 

Company

The company has taken advantage of the exemption available within FRS 102 Section 33 whereby it has not disclosed transactions with any wholly owned subsidiary undertaking.

29
Controlling party

The ultimate controlling party of Glacier Topco Limited is Averroes Capital Limited, a company registered in England and Wales whose registered office is 77 Charlotte Street, London, United Kingdom, W1T 4PW.

GLACIER TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 36 -
30
Cash generated from group operations
2024
£
Loss for the 9 month period after tax
(1,352,224)
Adjustments for:
Taxation charged
81,000
Finance costs
510,039
Amortisation and impairment of intangible assets
1,071,063
Depreciation and impairment of tangible fixed assets
78,006
Movements in working capital:
Increase in stocks
(34,185)
Decrease in debtors
553,372
Decrease in creditors
(1,007,818)
Increase in deferred income
180,680
Cash generated from operations
79,933
31
Analysis of changes in net debt - group
21 June 2023
Cash flows
Acquisition
31 March 2024
£
£
£
£
Cash at bank and in hand
-
51,895
118,305
170,200
Confidential invoice discounting facilities
-
0
1,712,242
(3,999,226)
(2,286,984)
-
1,764,137
(3,880,921)
(2,116,784)
Borrowings excluding overdrafts
-
(4,972,632)
(12,968,038)
(17,940,670)
Obligations under finance leases
-
87,870
(663,446)
(575,576)
-
(3,120,625)
(17,512,405)
(20,633,030)
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