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").
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
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:
Increased levels of non-destructive testing and inspection in the Wind sector;
The continued ramp up of weld overlay activity, linked to improved market conditions within the global Oil & Gas Subsea CAPEX market, as well as in other markets; and
General increases in repair and maintenance activities within all sectors requiring support from the various divisions of the group.
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:
Health, Safety and Environmental: the group places paramount importance on these matters, which are a key part of its culture, with established policies and regular management review.
Market Factors: the group is currently exposed to Wind, Oil & Gas and the general Industrial markets, and this sector diversification helps mitigate market risk, while it is pursuing several positive opportunities in the emerging markets of Energy Storage, Carbon Capture and Hydrogen.
Commercial Relationships: inherent commercial risk across the group is low, given that it is typically charges its clients on a reimbursable basis. The main exception to this are projects relating to the manufacture of heat exchangers and pressure vessels, which are typically fixed price, and so substantial controls are in place to reduce its exposure in this area.
Funding Risks: the group manages its cash flow tightly and has the full support of its new, long-term financial backers.
Political Risks: uncertainty in the UK relating to the proposed Oil & Gas policies of the new Labour government may impact investment in the North Sea basin, though the group’s exposure to this market is relatively low.
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
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.
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.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
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.
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.
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.
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).
Basis for 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
The information given in the Strategic Report and the Directors’ Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
The Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.
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:
Companies Act 2006;
UK tax legislation; and
UK Generally Accepted Accounting Practice.
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:
Management override of controls
Revenue recognition
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:
Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;
Reviewing the level of and reasoning behind the group’s and parent company’s procurement of legal and professional services
Performing audit procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing judgements made by management in their calculation of accounting estimates for potential management bias;
Performing audit work procedures over the completeness of revenue including reconciling sales orders to sales invoices and the sales ledger and undertaking appropriate sales cut-off procedures;
Completion of appropriate checklists and use of our experience to assess the group’s and parent company’s compliance with the Companies Act 2006; and
Agreement of the financial statement disclosures to supporting documentation.
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.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
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.
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.
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):
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
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.
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.
The financial statements cover the 9 month period from the date of incorporation on 21 June 2023 to 31 March 2024.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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, 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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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.
The tax expense represents the sum of the tax currently payable and deferred 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 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.
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.
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.
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.
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.
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.
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.
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.
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.
The average monthly number of persons (including directors) employed by the group and company during the period was:
Their aggregate remuneration comprised:
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:
Tax losses
At the reporting date, the group had estimated UK tax losses of £3.4m which have not been recognised.
Details of the company's subsidiaries at 31 March 2024 are as follows:
Registered office addresses (all UK unless otherwise indicated):
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
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.
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.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
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.
On incorporation, 1 Ordinary share of £1 was issued at par value.
On 15 December 2023, the following share transactions occurred:
The Ordinary share was re-designated from 1 Ordinary share of £1 into 100 A Ordinary shares of £0.01.
The company issued 84,769 A Ordinary shares of £0.01 for a total consideration of £848 and 1,131 B Ordinary shares of £0.01 for a total consideration of £11.
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.
The share premium account represents the premiums received on the issue of share capital in the company where issued in excess of nominal value.
The profit and loss reserves comprise the comprehensive loss for the period.
On 15 December 2023, the group acquired 100% of the issued share capital of Glacier Energy Services Holdings Limited and its subsidiaries.
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.
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.
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:
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.
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.