Company registration number SC466142 (Scotland)
Starn Energy Services Group Limited
Annual report and financial statements
for the year ended 29 May 2024
Starn Energy Services Group Limited
Company information
Directors
Adeeb Asfari
Jason A Smith
Colin Maver
(Appointed 29 August 2023)
Michael Garty
(Appointed 28 March 2024)
Ross McLellan
(Appointed 28 March 2024)
Secretary
Burness Paull LLP
Company number
SC466142
Registered office
2 Marischal Square
Broad Street
Aberdeen
AB10 1DQ
Auditor
Henderson Loggie LLP
The Vision Building
20 Greenmarket
Dundee
DD1 4QB
Starn Energy Services Group Limited
Contents
Page
Strategic report
1
Directors' report
2 - 3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 22
Starn Energy Services Group Limited
Strategic report
for the year ended 29 May 2024
- 1 -
The directors present the strategic report for the year ended 29 May 2024.
Review of the business
The Company is the investment holding company for the trading subsidiaries in the Starn group of companies (the Group). Its principal activities associated with that role are the management and monitoring of the financial instruments, equity and debt associated with the investments held; the evaluation and implementation of overall strategy for the Group; the coordination of Group-wide corporate services; and the employment of personnel whose roles encompass activities spanning more than one of the Group's underlying divisions. The principal directly-held investments of the Company throughout the year were Safehouse Habitats (Scotland) Limited ('Safehouse'), Sabre Safety Services Limited ('Sabre') and Starn Canada Inc.
The consolidated results for the Group for the year are presented by the Company's immediate parent, Starn Group Limited.
Principal risks and uncertainties
The principal risks and uncertainties facing the business of the Company include:
Financial risks - including credit risk, cash flow risk and liquidity risk. These risks are discussed further in the section in the Directors' Report on the Company's financial risk management objectives and policies.
Concentration Risk - the risk associated with the Company currently only having three principal investments and thus not achieving the mitigation of risk that an investor would normally seek to achieve through a portfolio approach.
Development and performance
The directors expect that for the year ending 29 May 2025 and for the foreseeable future it will continue to hold its existing investments and to undertake its activities on the current basis.
Key performance indicators
The directors consider the financial key performance indicator to be return on investment. In the year there has been an overall improvement in the underlying investments' performance as presented in the consolidated financial statements of the Company's immediate parent Starn Group Limited.
Colin Maver
Director
23 May 2025
Starn Energy Services Group Limited
Directors' report
for the year ended 29 May 2024
- 2 -
The directors present their annual report and financial statements for the year ended 29 May 2024.
Principal activities
The principal activity of the Company continues to be an investment holding company for the Starn Group's trading subsidiaries. The subsidiary undertakings held directly and indirectly by the Company are listed in note 13 to the financial statements.
Results and dividends
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Richard P H Clark
(Resigned 30 June 2023)
Adeeb Asfari
Philip R Maxted
(Resigned 1 June 2024)
Jason A Smith
David Quick
(Resigned 13 September 2023)
Paul M Ritchie
(Resigned 4 March 2024)
Colin Maver
(Appointed 29 August 2023)
Michael Garty
(Appointed 28 March 2024)
Ross McLellan
(Appointed 28 March 2024)
Auditor
The auditor, Henderson Loggie LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
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 company’s auditor 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 company’s auditor is aware of that information.
Starn Energy Services Group Limited
Directors' report (continued)
for the year ended 29 May 2024
- 3 -
Cash flow risk
The Company’s activities expose it primarily to the financial risks of changes in interest rates.
Interest bearing assets and liabilities are held at a fixed rate where possible to ensure certainty of cash flows.
External borrowings are exposed to the movement in the SONIA rate.
Credit risk
The Company’s principal financial assets are receivables from affiliates.
The Company’s credit risk is primarily attributable to its receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on experience, is evidence of a reduction in the recoverability of the receivables.
Liquidity risk
In order to manage liquidity requirements, the Company seeks to borrow and invest funds with similar rates or return and redemption profiles.
On behalf of the board
Colin Maver
Director
23 May 2025
Starn Energy Services Group Limited
Directors' responsibilities statement
for the year ended 29 May 2024
- 4 -
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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Starn Energy Services Group Limited
Independent auditor's report
to the member of Starn Energy Services Group Limited
- 5 -
Opinion
We have audited the financial statements of Starn Energy Services Group Limited (the 'company') for the year ended 29 May 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the 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:
give a true and fair view of the state of the company's affairs as at 29 May 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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's responsibilities for the audit of the financial statements section of our report. We are independent of the company 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 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.
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.
Starn Energy Services Group Limited
Independent auditor's report
to the member of Starn Energy Services Group Limited (continued)
- 6 -
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year 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.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its 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:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
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 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 company or to cease operations, or have no realistic alternative but to do so.
Auditor's 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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
As part of our planning process:
We enquired of management the systems and controls the company has in place, the areas of the financial statements that are mostly susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. Management informed us that there were no instances of known, suspected or alleged fraud;
We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 102, Health and Safety; industry accreditations (ISO); Bribery Act 2010; employment law (including the Working Time Directive); and compliance with the UK Companies Act;
We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetrated, and tailored our risk assessment accordingly; and
Using our knowledge of the company, together with the discussions held with management at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.
Starn Energy Services Group Limited
Independent auditor's report
to the member of Starn Energy Services Group Limited (continued)
- 7 -
The key procedures we undertook to detect irregularities including fraud during the course of the audit included:
Enquiries with management about any known or suspected instances of non-compliance with laws and regulations and fraud;
Reviewing Board meeting minutes for discussions of irregularities including fraud;
Challenging assumptions and judgements made by management in their significant accounting estimates;
Documenting and verifying all significant related party balances and transactions;
Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness;
Testing key revenue lines, in particular cut-off, for evidence of management bias; and
Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.
Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.
Gavin Black
Senior Statutory Auditor
For and on behalf of Henderson Loggie LLP
23 May 2025
Chartered Accountants
Statutory Auditor
The Vision Building
20 Greenmarket
Dundee
DD1 4QB
Starn Energy Services Group Limited
Statement of comprehensive income
for the year ended 29 May 2024
- 8 -
2024
2023
Notes
£
£
Turnover
3
4,122,607
4,396,094
Administrative expenses
(4,355,283)
(4,501,010)
Operating loss
4
(232,676)
(104,916)
Interest receivable and similar income
7
76,500
76,500
Interest payable and similar expenses
8
(5,664,423)
(5,291,981)
Loss before taxation
(5,820,599)
(5,320,397)
Tax on loss
9
(321,340)
Loss for the financial year
(5,820,599)
(5,641,737)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
Starn Energy Services Group Limited
Balance sheet
as at 29 May 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
10
6,641
11,266
Tangible assets
11
5,712
9,707
Investments
12
28,516,834
28,516,834
28,529,187
28,537,807
Current assets
Debtors
14
5,487,848
3,969,025
Cash at bank and in hand
1,669
2,734
5,489,517
3,971,759
Creditors: amounts falling due within one year
15
(8,539,637)
(7,972,893)
Net current liabilities
(3,050,120)
(4,001,134)
Total assets less current liabilities
25,479,067
24,536,673
Creditors: amounts falling due after more than one year
16
(66,665,242)
(59,902,249)
Net liabilities
(41,186,175)
(35,365,576)
Capital and reserves
Called up share capital
18
1,437,196
1,437,196
Share premium account
19
3,053,054
3,053,054
Profit and loss reserves
20
(45,676,425)
(39,855,826)
Total equity
(41,186,175)
(35,365,576)
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 23 May 2025 and are signed on its behalf by:
Colin Maver
Director
Company registration number SC466142 (Scotland)
Starn Energy Services Group Limited
Statement of changes in equity
for the year ended 29 May 2024
- 10 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 30 May 2022
1,437,196
3,053,054
(34,214,089)
(29,723,839)
Year ended 29 May 2023:
Loss and total comprehensive income
-
-
(5,641,737)
(5,641,737)
Balance at 29 May 2023
1,437,196
3,053,054
(39,855,826)
(35,365,576)
Year ended 29 May 2024:
Loss and total comprehensive income
-
-
(5,820,599)
(5,820,599)
Balance at 29 May 2024
1,437,196
3,053,054
(45,676,425)
(41,186,175)
Starn Energy Services Group Limited
Notes to the financial statements
for the year ended 29 May 2024
- 11 -
1
Accounting policies
Company information
Starn Energy Services Group Limited is a private company limited by shares incorporated in Scotland. The registered office is 2 Marischal Square, Broad Street, Aberdeen, AB10 1DQ.
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.
This 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:
from preparing a statement of cash flow, on the basis that it is a qualifying entity and the consolidated statement of cash flow of Starn Group Limited includes the Company's cash flow. (FRS 102 Section 7 and paragraph 3.17(d);
from the financial instrument disclosures, required under FRS 102, as the information is provided in the consolidated financial statements of Starn Group Limited (paragraphs 11.39 to 11.48A and paragraphs 12.26 to 12.29);
from the related party transactions disclosures, required under FRS 102 as the information is provided in the consolidated financial statements of Starn Group Limited (paragraph 33.1A).
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated financial statements. The financial statements present information about the company as an individual entity and not about its group.
Starn Energy Services Group Limited is a wholly owned subsidiary of Starn Group Limited and the results of Starn Energy Services Group Limited are included in the consolidated financial statements of Starn Group Limited which are available from its registered office.
1.2
Going concern
The financial statements have been prepared on a going concern basis. The directors have considered relevant information, including the annual budget, forecast future cash flows and, most notably, the agreement reached by the Group with its lenders in May 2025 to extend its banking arrangements to 31 May 2027 in making their assessment. The directors have performed a robust analysis of the forecasts and projections, which make reasonable and realistic assumptions regarding possible changes in trading performance and take accounts of these amendments to its structure and funding arrangements. The forecasts and projections show that the company will be able to operate within the terms of its revised banking facilities agreements.
Based on these assessments and having regard to the resources available to the group and therefore the company, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and financial statements.
Starn Energy Services Group Limited
Notes to the financial statements (continued)
for the year ended 29 May 2024
1
Accounting policies (continued)
- 12 -
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided to group companies in the normal course of business, and is shown net of VAT and other sales related taxes.
1.4
Intangible fixed assets other than goodwill
Intangible assets - brand
Brand values arising on development of logos are capitalised and written off on a straight line basis over their useful economic life, which is 3 years. Provision is made for any impairment.
Intangible assets - software development
Software development expenditure is written off, except where the directors are satisfied as to the technical, commercial and financial viability of individual projects. In such cases, the identifiable expenditure is capitalised as an intangible asset and amortised over the period during which the Company is expected to benefit. The period is between 3 and 5 years. Provision is made for any impairment.
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures and fittings
4 years straight line
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 credited or charged to profit or loss.
Residual value is calculated on prices prevailing at the date of acquisition.
1.6
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.7
Impairment of fixed assets
At each reporting period end date, the company 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.
Starn Energy Services Group Limited
Notes to the financial statements (continued)
for the year ended 29 May 2024
1
Accounting policies (continued)
- 13 -
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 profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
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 profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.8
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.9
Financial instruments
The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with 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
Basic financial assets, which include 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.
Starn Energy Services Group Limited
Notes to the financial statements (continued)
for the year ended 29 May 2024
1
Accounting policies (continued)
- 14 -
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, 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 profit or loss.
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 profit or loss.
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 company 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 company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 company’s contractual obligations expire or are discharged or cancelled.
1.10
Equity instruments
Equity instruments issued by the company 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 company.
Starn Energy Services Group Limited
Notes to the financial statements (continued)
for the year ended 29 May 2024
1
Accounting policies (continued)
- 15 -
1.11
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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
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 when the company has 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.
1.12
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.
1.13
Retirement benefits
The amount charged to the profit and loss account in respect of pension costs and other post retirement benefits is the contributions payable in the year and solely arises from defined contribution pension schemes. Differences between contributions payable in the year and contributions actually paid are shown as accruals or prepayments in the balance sheet.
1.14
Leases
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.
1.15
Foreign exchange
Transactions in currencies are recorded at the rate of exchange at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are reported at the prevailing rates of exchange at that date. Gains and losses arising on translation in the period are included in profit or loss.
Starn Energy Services Group Limited
Notes to the financial statements (continued)
for the year ended 29 May 2024
- 16 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Impairment test of other non-current assets
The carrying amount of the Company's non-current assets is tested for impairment whenever events or changes in circumstances indicate that the carrying amount will not be recovered. If such analysis indicates an excessive carrying amount, the recoverable amount of the asset is estimated.
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Principal activity
4,122,607
4,396,094
2024
2023
£
£
Other revenue
Interest income
76,500
76,500
4
Operating loss
2024
2023
Operating loss for the year is stated after charging:
£
£
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
50,936
31,907
Fees payable to the company's auditor for the audit of the company's financial statements
11,100
10,500
Depreciation of owned tangible fixed assets
5,556
9,908
Amortisation of intangible assets
4,625
11,267
Starn Energy Services Group Limited
Notes to the financial statements (continued)
for the year ended 29 May 2024
- 17 -
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Administration
40
39
Operations
15
22
Total
55
61
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
2,720,749
3,059,113
Social security costs
318,134
353,664
Pension costs
162,309
122,338
3,201,192
3,535,115
A large majority of the salary costs incurred support the Group companies in the UK. These costs are recharged back to the UK companies, with a total recharge of £2.9m (2023 - £2.7m).
6
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
468,895
443,046
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 1).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
171,206
113,422
Starn Energy Services Group Limited
Notes to the financial statements (continued)
for the year ended 29 May 2024
- 18 -
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest receivable from group companies
76,500
76,500
8
Interest payable and similar expenses
2024
2023
£
£
Interest payable to group undertakings - 8.5% loan note
5,337,748
5,017,791
Bank loans
326,675
223,797
Amortisation of loan costs
-
50,393
5,664,423
5,291,981
Of the above finance charges, only £326,675 (2023 - £223,797) represents a cash cost to the Company.
9
Taxation
2024
2023
£
£
Current tax
Foreign current tax on profits for the current period
347
Deferred tax
Origination and reversal of timing differences
320,993
Total tax charge
321,340
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Loss before taxation
(5,820,599)
(5,320,397)
Expected tax credit based on the standard rate of corporation tax in the UK of 25% (2023: 25%)
(1,455,150)
(1,330,099)
Tax effect of expenses that are not deductible in determining taxable profit
4,099
510
Tax effect of utilisation of tax losses not previously recognised
(1,674)
323,119
Unutilised tax losses carried forward
2,860
74,952
Group relief
1,449,865
1,252,511
Foreign tax
347
Taxation charge for the year
-
321,340
Starn Energy Services Group Limited
Notes to the financial statements (continued)
for the year ended 29 May 2024
9
Taxation (continued)
- 19 -
The main rate of UK corporation tax increased from 19% to 25%, effective from 1 April 2023. Deferred tax at 29 May 2024 has been calculated at the enacted rate of 25% (2023 - 25%).
The company has unrelieved tax losses of £3.7million that are available indefinitely for offset against future taxable profits.
During the year beginning 30 May 2024, a reversal of net deferred tax assets and liabilities is not expected.
10
Intangible fixed assets
Software
Branding
Total
£
£
£
Cost
At 30 May 2023 and 29 May 2024
44,823
4,410
49,233
Amortisation and impairment
At 30 May 2023
33,557
4,410
37,967
Amortisation charged for the year
4,625
4,625
At 29 May 2024
38,182
4,410
42,592
Carrying amount
At 29 May 2024
6,641
6,641
At 29 May 2023
11,266
11,266
11
Tangible fixed assets
Fixtures and fittings
£
Cost
At 30 May 2023
44,311
Additions
1,561
At 29 May 2024
45,872
Depreciation and impairment
At 30 May 2023
34,604
Depreciation charged in the year
5,556
At 29 May 2024
40,160
Carrying amount
At 29 May 2024
5,712
At 29 May 2023
9,707
Starn Energy Services Group Limited
Notes to the financial statements (continued)
for the year ended 29 May 2024
- 20 -
12
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
13
28,516,834
28,516,834
13
Subsidiaries
Details of the company's subsidiaries at 29 May 2024 are as follows:
Name of undertaking
Registered office
Class of shares held
% Held
Safehouse Habitats (Scotland) Limited
United Kingdom
Ordinary
100
Safehouse USA LLC *
United States of America
Ordinary
100
Safehouse Habitats Do Brasil Servicos Technicos E Manutencao Em Habitataculos LTDA *
Brazil
Ordinary
100
Safehouse Habitats Middle East Oil Well & Gas Equipments Installation **
United Arab Emirates
Ordinary
100
Safehouse Kazakhstan LLP *
Kazakhstan
Ordinary
100
Sabre Safety Services Limited
United Kingdom
Ordinary
100
Safe-Ex Limited *
United Kingdom
Ordinary
100
Starn Canada Inc
Canada
Ordinary
100
Dynamic Shelters Inc. (Alberta Co) *
Canada
Ordinary
100
Dynamic Air Shelters Ltd. *
Canada
Ordinary
100
Dynamic Shelters Ltd. *
America
Ordinary
100
* Held indirectly
** Held indirectly and the Company owns 49% of the equity interest but has de facto control
14
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
5,435,735
3,715,868
Other debtors
13,660
190,605
Prepayments and accrued income
38,453
62,552
5,487,848
3,969,025
Included in amounts owed by group undertakings is a loan balance of £900,000 which carries interest at 8.5%. The remaining balance of amounts owed by group undertakings is interest free. All amounts are unsecured and repayable on demand.
Starn Energy Services Group Limited
Notes to the financial statements (continued)
for the year ended 29 May 2024
- 21 -
15
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Bank loan
1,350,000
1,950,000
Other borrowings
1,750,000
1,750,000
Trade creditors
194,012
162,962
Amounts owed to group undertakings
4,499,350
3,358,659
Taxation and social security
272,948
342,409
Other creditors
97,209
Accruals and deferred income
473,327
311,654
8,539,637
7,972,893
Amounts owed to group undertakings are interest free, unsecured and repayable on demand.
The Company has granted a floating charge on assets of trading subsidiaries to secure the HSBC bank term loan. The loan carries interest at SONIA +3%. The bank loan facility was originally due to be repaid by May 2023. However, the Company renegotiated an amendment and extension to the facility through to May 2025. The bank term loan now carries a commitment to make quarterly payments of £150k from February 2024, increasing to £200k per quarter from May 2024; £300k per quarter from November 2024; £400k per quarter from February 2025 and a final payment of £450k in May 2025.
The revolving credit facility has a limit of £1.75m and carries interest at SONIA +3% compounded in arrears.
16
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
8.5% intercompany loan
66,587,250
59,902,249
Taxation and social security
77,992
66,665,242
59,902,249
The 8.5% intercompany loan is payable to Starn Group Limited on demand. Starn Group Limited has confirmed that it has no plans to seek repayment of all or part of the loan in the foreseeable future and, therefore, it has been treated as falling due outwith one year.
17
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
162,309
122,338
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
Starn Energy Services Group Limited
Notes to the financial statements (continued)
for the year ended 29 May 2024
- 22 -
18
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
3,083,893
3,083,893
30,839
30,839
A ordinary shares of £1 each
1,406,357
1,406,357
1,406,357
1,406,357
4,490,250
4,490,250
1,437,196
1,437,196
Ordinary and A Ordinary shares rank pari passu in all respects, however, the Directors may at any time resolve to declare or recommend a dividend in respect of one of more classes of share either at the same or different amounts per share.
19
Share premium account
Share premium reserve contains the premium arising on issue of equity shares, net of issue expenses.
20
Profit and loss reserves
The profit and loss account comprises accumulated profits net of dividends.
21
Financial commitments, guarantees and contingent liabilities
The Company has a contingent liability under the Group's banking facility arising from the cross guarantees it has given which enable it to access funding. At 29 May 2024, the potential liability to the Company under these arrangements amounted to £3.1m (2023 - £3.7m). Of that facility, £nil (2023 - £nil) of the revolving credit facility remains undrawn.
HSBC holds a fixed and floating charge over all the property or undertaking of the Company.
22
Related party transactions
The Company has taken advantage of the exemption available under Financial Reporting Standard 102 with regard to non-disclosure of transactions between wholly owned group companies.
23
Ultimate controlling party
Energy Growth Investors, through the investing fund EGM Cayman L.P. control the company as a result of controlling the majority of the issued share capital and voting interest.
The smallest group in which the results of the Company are consolidated is that headed by Starn Group Limited, a company incorporated in Scotland. Copies of its Group financial statements are available from: Starn Group Limited, 2 Marischal Square, Broad Street, Aberdeen, AB10 1DQ.
2024-05-292023-05-30falsefalsefalseCCH SoftwareCCH Accounts Production 2025.100Richard P H ClarkAdeeb AsfariPhilip R MaxtedJason A SmithDavid QuickPaul M RitchieColin MaverMichael GartyRoss McLellanBurness Paull LLPSC4661422023-05-302024-05-29SC466142bus:Director22023-05-302024-05-29SC466142bus:Director42023-05-302024-05-29SC466142bus:Director72023-05-302024-05-29SC466142bus:Director82023-05-302024-05-29SC466142bus:Director92023-05-302024-05-29SC466142bus:CompanySecretary12023-05-302024-05-29SC466142bus:Director12023-05-302024-05-29SC466142bus:Director32023-05-302024-05-29SC466142bus:Director52023-05-302024-05-29SC466142bus:Director62023-05-302024-05-29SC466142bus:RegisteredOffice2023-05-302024-05-29SC4661422024-05-29SC4661422022-05-302023-05-29SC466142core:RetainedEarningsAccumulatedLosses2022-05-302023-05-29SC466142core:RetainedEarningsAccumulatedLosses2023-05-302024-05-29SC466142core:OtherResidualIntangibleAssets2024-05-29SC466142core:OtherResidualIntangibleAssets2023-05-29SC466142core:ComputerSoftware2024-05-29SC466142core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2024-05-29SC466142core:ComputerSoftware2023-05-29SC466142core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2023-05-29SC4661422023-05-29SC466142core:FurnitureFittings2024-05-29SC466142core:FurnitureFittings2023-05-29SC466142core:CurrentFinancialInstrumentscore:WithinOneYear2024-05-29SC466142core:CurrentFinancialInstrumentscore:WithinOneYear2023-05-29SC466142core:Non-currentFinancialInstrumentscore:AfterOneYear2024-05-29SC466142core:Non-currentFinancialInstrumentscore:AfterOneYear2023-05-29SC466142core:CurrentFinancialInstruments2024-05-29SC466142core:CurrentFinancialInstruments2023-05-29SC466142core:Non-currentFinancialInstruments2024-05-29SC466142core:Non-currentFinancialInstruments2023-05-29SC466142core:ShareCapital2024-05-29SC466142core:ShareCapital2023-05-29SC466142core:SharePremium2024-05-29SC466142core:SharePremium2023-05-29SC466142core:RetainedEarningsAccumulatedLosses2024-05-29SC466142core:RetainedEarningsAccumulatedLosses2023-05-29SC466142core:ShareCapital2022-05-29SC466142core:SharePremium2022-05-29SC466142core:RetainedEarningsAccumulatedLosses2022-05-29SC466142core:ShareCapitalOrdinaryShareClass12024-05-29SC466142core:ShareCapitalOrdinaryShareClass12023-05-29SC466142core:ShareCapitalOrdinaryShareClass22024-05-29SC466142core:ShareCapitalOrdinaryShareClass22023-05-29SC466142core:ShareCapitalOrdinaryShares2024-05-29SC466142core:ShareCapitalOrdinaryShares2023-05-29SC466142core:FurnitureFittings2023-05-302024-05-29SC466142core:ForeignTax2023-05-302024-05-29SC466142core:ForeignTax2022-05-302023-05-29SC466142core:UKTax2023-05-302024-05-29SC466142core:UKTax2022-05-302023-05-29SC46614212023-05-302024-05-29SC46614212022-05-302023-05-29SC46614222023-05-302024-05-29SC46614222022-05-302023-05-29SC466142core:ComputerSoftware2023-05-29SC466142core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2023-05-29SC4661422023-05-29SC466142core:ComputerSoftware2023-05-302024-05-29SC466142core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2023-05-302024-05-29SC466142core:FurnitureFittings2023-05-29SC466142core:Subsidiary12023-05-302024-05-29SC466142core:Subsidiary22023-05-302024-05-29SC466142core:Subsidiary32023-05-302024-05-29SC466142core:Subsidiary42023-05-302024-05-29SC466142core:Subsidiary52023-05-302024-05-29SC466142core:Subsidiary62023-05-302024-05-29SC466142core:Subsidiary72023-05-302024-05-29SC466142core:Subsidiary82023-05-302024-05-29SC466142core:Subsidiary92023-05-302024-05-29SC466142core:Subsidiary102023-05-302024-05-29SC466142core:Subsidiary112023-05-302024-05-29SC466142core:Subsidiary112023-05-302024-05-29SC466142core:Subsidiary222023-05-302024-05-29SC466142core:Subsidiary332023-05-302024-05-29SC466142core:Subsidiary442023-05-302024-05-29SC466142core:Subsidiary552023-05-302024-05-29SC466142core:Subsidiary662023-05-302024-05-29SC466142core:Subsidiary772023-05-302024-05-29SC466142core:Subsidiary882023-05-302024-05-29SC466142core:Subsidiary992023-05-302024-05-29SC466142core:Subsidiary10102023-05-302024-05-29SC466142core:Subsidiary11112023-05-302024-05-29SC466142bus:OrdinaryShareClass12023-05-302024-05-29SC466142bus:OrdinaryShareClass22023-05-302024-05-29SC466142bus:OrdinaryShareClass12024-05-29SC466142bus:OrdinaryShareClass12023-05-29SC466142bus:OrdinaryShareClass22024-05-29SC466142bus:OrdinaryShareClass22023-05-29SC466142bus:AllOrdinaryShares2024-05-29SC466142bus:AllOrdinaryShares2023-05-29SC466142bus:PrivateLimitedCompanyLtd2023-05-302024-05-29SC466142bus:FRS1022023-05-302024-05-29SC466142bus:Audited2023-05-302024-05-29SC466142bus:FullAccounts2023-05-302024-05-29xbrli:purexbrli:sharesiso4217:GBP