Company Registration No. SC393101 (Scotland)
GLACIER ENERGY SERVICES HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
GLACIER ENERGY SERVICES HOLDINGS LIMITED
COMPANY INFORMATION
Director
S Martin
Secretary
Blackwood Partners LLP
Scott Martin
Company number
SC393101
Registered office
Blackwood House
Union Grove Lane
Aberdeen
AB10 6XU
Auditor
Johnston Carmichael LLP
227 West George Street
Glasgow
G2 2ND
GLACIER ENERGY SERVICES HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1
Director's report
2
Director's responsibilities statement
3
Independent auditor's report
4 - 7
Profit and loss account
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 22
GLACIER ENERGY SERVICES HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

The director presents the strategic report and financial statements for the year ended 31 March 2025.

Fair review of the business

The company is an intermediate holding company and this is expected to continue for the foreseeable future.

The results for the company for the year ended 31 March 2025 show a retained profit of £6.4m (2024: profit of £8.3m), primarily as a result of the items noted above. Net liabilities at 31 March 2025 were £251k (2024: net liabilities of £6.7m).

Principal risks and uncertainties

The key risk and uncertainty affecting the company is the recoverability of its subsidiary investment and related intercompany receivables. In order to mitigate this risk, the directors seek to ensure the subsidiary investments trade profitability with a focus on returning value to the shareholders.

Key performance indicators

Given the nature of the company’s activities, the directors are of the opinion that analysis using key performance indicators is not necessary for an understanding of the development, performance or position of the business.

Future prospects

The company will continue as a holding company and no change in activity is envisaged by the directors.

On behalf of the board

S Martin
Director
31 March 2026
GLACIER ENERGY SERVICES HOLDINGS LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -

The director presents his annual report and financial statements for the year ended 31 March 2025.

Principal activities

The principal activity of the company is that of a holding company.

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid (2024: £nil). The director does not recommend payment of a final dividend (2024: £nil).

Director

The director who held office during the year and up to the date of signature of the financial statements was as follows:

S Martin
M Ritchie
(Appointed 28 June 2024 and resigned 5 November 2025)
Auditor

The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Going concern

A t the time of approving the financial statements, t he director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company is an intermediate holding company and does not trade, incurring certain central costs, so has limited need for cash facilities. However due to its net liabilities position, the company has received a letter of support from its ultimate parent, Glacier Topco Limited, confirming the availability of financial resources as required, to enable the company to be considered a going concern. This may include the deferral of amounts due to group undertakings, where repayment may call into question the company's going concern status. Thus t he director continues to adopt the going concern basis of accounting in preparing the financial statements.

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.

Financial management risk

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

On behalf of the board
S Martin
Director
31 March 2026
GLACIER ENERGY SERVICES HOLDINGS LIMITED
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -

The director is responsible for preparing the strategic report, director's report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the profit or loss of the company for that period. In preparing these financial statements, the director is required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- s tate whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is 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. He is 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.

GLACIER ENERGY SERVICES HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GLACIER ENERGY SERVICES HOLDINGS LIMITED
- 4 -
Opinion

We have audited the financial statements of Glacier Energy Services Holdings Limited (‘the company’) for the year ended 31 March 2025, which comprise the Profit and Loss Account, Balance Sheet, 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 31 March 2025 and of its profit 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.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the 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.

Other information

The other information comprises the information included in the Annual Report and Financial Statements other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the Annual Report and Financial Statements. 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.

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 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.

GLACIER ENERGY SERVICES HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GLACIER ENERGY SERVICES HOLDINGS LIMITED
- 5 -
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 director

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 responsibilities for the audit of the financial statements

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

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

GLACIER ENERGY SERVICES HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GLACIER ENERGY SERVICES HOLDINGS LIMITED
- 6 -
Extent to which the audit was considered capable of detecting irregularities, including fraud

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

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

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

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and the sector in which it operates, 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 company is 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 and board meeting minutes.

We assessed the susceptibility of the 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

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 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 assessing judgements made by management in their calculation of accounting estimates for potential management bias;

- Completion of appropriate checklists and use of our experience to assess the company’s compliance with the Companies Act 2006; and

- Agreement of the financial statement disclosures to supporting documentation.

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.

GLACIER ENERGY SERVICES HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GLACIER ENERGY SERVICES HOLDINGS LIMITED
- 7 -

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 are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/Our-Work/Audit/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-for-auditors/Auditors-responsibilities-for-audit/Description-of-auditors-responsibilities-for-audit.aspx. This description forms part of our auditor's report.

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.

Jane Ferguson (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
31 March 2026
Statutory Auditor
227 West George Street
Glasgow
G2 2ND
GLACIER ENERGY SERVICES HOLDINGS LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
1,828,270
1,753,958
Administrative expenses
(3,907,790)
(1,619,303)
Exceptional income
4
9,084,292
10,931,529
Exceptional expenditure
4
(556,997)
(1,587,085)
Operating profit
5
6,447,775
9,479,099
Interest payable and similar expenses
8
(38,746)
(1,189,003)
Profit before taxation
6,409,029
8,290,096
Tax on profit
9
-
0
-
0
Profit for the financial year
6,409,029
8,290,096

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

There are no recognised gains or losses in the current or prior year other than as included in the profit and loss account. Accordingly, no statement of comprehensive income is presented.

GLACIER ENERGY SERVICES HOLDINGS LIMITED
BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
10
51,485
15,582
Investments
11
12,960,942
11,217,087
13,012,427
11,232,669
Current assets
Debtors
13
11,623,360
9,947,424
Cash at bank and in hand
6,438,547
68,463
18,061,907
10,015,887
Creditors: amounts falling due within one year
14
(31,147,309)
(27,713,893)
Net current liabilities
(13,085,402)
(17,698,006)
Total assets less current liabilities
(72,975)
(6,465,337)
Creditors: amounts falling due after more than one year
15
(177,778)
(194,445)
Net liabilities
(250,753)
(6,659,782)
Capital and reserves
Called up share capital
18
1,643,081
1,643,081
Share premium account
19
2,098,928
2,098,928
Capital redemption reserve
18
195,358
195,358
Profit and loss reserves
20
(4,188,120)
(10,597,149)
Total deficit
(250,753)
(6,659,782)
The financial statements were approved by the board of directors and authorised for issue on 31 March 2026 and are signed on its behalf by:
S Martin
Director
Company Registration No. SC393101
GLACIER ENERGY SERVICES HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 10 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 April 2023
1,838,441
2,098,928
-
0
(18,887,247)
(14,949,878)
Year ended 31 March 2024:
Loss and total comprehensive expense
-
-
-
8,290,096
8,290,096
Redemption of shares
18
(195,360)
-
0
195,358
2
-
0
Balance at 31 March 2024
1,643,081
2,098,928
195,358
(10,597,149)
(6,659,782)
Year ended 31 March 2025:
Profit and total comprehensive income for the year
-
-
-
6,409,029
6,409,029
Balance at 31 March 2025
1,643,081
2,098,928
195,358
(4,188,120)
(250,753)
GLACIER ENERGY SERVICES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 11 -
1
Accounting policies
Company information

Glacier Energy Services Holdings Limited is a private company limited by shares incorporated in Scotland. The registered office is Blackwood House, Union Grove Lane, Aberdeen, AB10 6XU. The principal accounting policies adopted are set out below.

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 a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention.

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. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- 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 company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

The financial statements of the company are consolidated in the financial statements of Glacier Topco Limited. Th ese consolidated financial statements are available from its registered office, 77 Charlotte Street, London W1T 4PW.

1.2
Going concern

In the current year the company has recorded a retained profit of £6.4m (2024: retained profit of £6.3m), with net current liabilities of £13.1m (2024: current liabilities of £17.7m) and net liabilities of £0.2m (2024: net liabilities £6.7m). Contained within the company’s current liabilities are £30.3m (2024: £26.6m) in respect of amounts due to group undertakings, which have some flexibility in terms of repayment.true

The company is an intermediate holding company and does not trade, incurring certain central costs, so has limited need for cash facilities. However due to its net liabilities position, the company has received a letter of support from its ultimate parent, Glacier Topco Limited, confirming the availability of financial resources as required, to enable the company to be considered a going concern. This may include the deferral of amounts due to group undertakings, where repayment may call into question the company’s going concern status.

Based on the above considerations, the director has reasonable assurance over the company’s financial resilience going forward and as such, have adopted the going concern basis of accounting in preparing these financial statements. In making this assessment, the director has confirmed consideration of a minimum outlook of at least 12 months from the date of approval of these financial statements.

GLACIER ENERGY SERVICES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 12 -
1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

The company's turnover represents management recharges to its subsidiaries.

1.4
Tangible fixed assets

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

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

Plant and machinery
10% on cost
Office equipment
20% on cost

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.

1.5
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.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible 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 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.

GLACIER ENERGY SERVICES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 13 -

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.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

1.8
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, amounts due from fellow group companies 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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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.

GLACIER ENERGY SERVICES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 14 -
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, and amounts due to group companies, 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 paymen ts 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. A m ounts 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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are s ubsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.

1.10
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.

GLACIER ENERGY SERVICES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 15 -
1.11
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.12
Foreign exchange

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

1.13

Exceptional items

Exceptional items comprise of any income or expenditure which the directors consider as material to the profit and loss account, that their separate disclosure is necessary for an appropriate understanding of the company's financial statements.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the director is 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.

There are no judgements or estimation uncertainties that have a significant effect on amounts recognised in the financial statements,

3
Turnover and other revenue

An analysis of the company's turnover is as follows:

2025
2024
£
£
Turnover analysed by class of business
Group recharges
1,828,270
1,753,958
GLACIER ENERGY SERVICES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 16 -
4
Exceptional items
2025
2024
£
£
Income
Loan note interest and write-off
-
10,931,529
Intercompany balance write-off
2,022,334
-
Proceeds from sale of group entity
7,061,958
-
9,084,292
10,931,529
Expenditure
Acquistion costs
-
1,587,085
Various exceptional costs
556,997
-
556,997
1,587,085

During the year the company incurred exceptional income and costs in relation to the acquisition of the company by Glacier Bidco Limited, as part of the deal of Averroes Capital Limited ("Averroes") to acquire ownership of the company and its subsidiaries.

The income in the current year relates to the sale of the Wellclad business which took place on 31 March 2025, as well as an inter-company loan balance write off. In the prior year the income represents a credit to the profit in loss in respect of historic loan capital, accrued redemption premium and accrued loan note interest, agreed with the former loan note holders to be written off to facilitate completion of the deal with Averroes.

The expenses classified as exceptional relates to costs incurred in the sale of the Wellclad for year ended 31 March 2025. The exceptional costs in year ended 31 March 2024 represent additional costs incurred by the business as part of the acquisition by Averroes and necessary to facilitate completion of the deal.

5
Operating profit
2025
2024
Operating profit for the year is stated after charging:
£
£
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
284
-
0
Fees payable to the company's auditor for the audit of the company's financial statements
7,350
5,000
Depreciation of owned tangible fixed assets
12,686
5,953
6
Employees

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

2025
2024
Number
Number
Adminstration and management
13
9
GLACIER ENERGY SERVICES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
6
Employees
(Continued)
- 17 -

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
927,216
605,407
Social security costs
63,247
55,005
Pension costs
58,783
16,238
1,049,246
676,650
7
Director's remuneration
2025
2024
£
£
Remuneration for qualifying services
-
0
211,172
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
148,100
188,672

In the year ended 31 March 2025 there was no directors remuneration paid from this group entity, directors are remunerated through other group entities.

8
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
38,746
387,045
Other interest
-
0
801,958
38,746
1,189,003
GLACIER ENERGY SERVICES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 18 -
9
Taxation

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

2025
2024
£
£
Profit before taxation
6,409,029
8,290,096
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
1,602,257
2,072,524
Tax effect of expenses that are not deductible in determining taxable profit
453,254
1,712,283
Tax effect of income not taxable in determining taxable profit
(2,252,232)
(1,377,586)
Group relief
195,990
(717,303)
Fixed asset differences
29
-
0
Deferred tax not recognised
702
(1,459,770)
Share scheme deductions
-
0
(230,148)
Taxation charge for the year
-
-
10
Tangible fixed assets
Plant and machinery
Office equipment
Total
£
£
£
Cost
At 1 April 2024
140,076
178,299
318,375
Additions
40,007
8,582
48,589
At 31 March 2025
180,083
186,881
366,964
Depreciation and impairment
At 1 April 2024
125,178
177,615
302,793
Depreciation charged in the year
9,111
3,575
12,686
At 31 March 2025
134,289
181,190
315,479
Carrying amount
At 31 March 2025
45,794
5,691
51,485
At 31 March 2024
14,898
684
15,582
11
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
12
12,960,942
11,217,087
GLACIER ENERGY SERVICES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
11
Fixed asset investments
(Continued)
- 19 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 April 2024
11,217,087
Additions
1,743,855
At 31 March 2025
12,960,942
Carrying amount
At 31 March 2025
12,960,942
At 31 March 2024
11,217,087
12
Subsidiaries

These financial statements are separate company financial statements for Glacier Energy Services Holdings Limited.

Details of the company's subsidiaries at 31 March 2025 are as follows:

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Glacier Energy Services Limited
1
Heat exchanger repair and refurbishment
Ordinary
100.00
-
Glacier Whiteley Read Limited
1
Non trading
Ordinary
100.00
-
Glacier Inspection Services Limited
1
Non destructive testing and inspection
Ordinary
0
100.00
Glacier Inspection Services UK Limited
1
Holding company
Ordinary
100.00
-
Glacier Machining Solutions Limited
1
Machining services
Ordinary
100.00
-
MSL Heat Transfer Limited
1
Dormant
Ordinary
0
100.00
Ross Offshore Consultancy Limited
1
Dormant
Ordinary
100.00
-
Site Machining Services Limited
2
Dormant
Ordinary
100.00
-
Ross Exchangers Limited
1
Dormant
Ordinary
100.00
-
Ross Offshore Limited
1
Dormant
Ordinary
100.00
-
Aberdeen Radiators Limited
1
Non trading
Ordinary
100.00
-
Glacier Energy LLP
3
Heat Exchanger repair and refurbishment
Ordinary
0
100.00
Glacier Welding Solutions Limited
1
Weld overlay services
Ordinary
100.00
-
1
Blackwood House, Union Grove Lane, Aberdeen, AB10 6XU
2
Unit 66, Gravely Industrial Park, Walker Drive, Birmingham, B24 8TQ
3
55 Aiteke Bi Street, River Palace Hotel, 1st Floor, Office 4, Atyrau, Kazakhstan, 060011
GLACIER ENERGY SERVICES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 20 -
13
Debtors
2025
2024
Amounts falling due within one year:
£
£
Corporation tax recoverable
1,232
-
0
Amounts owed by group undertakings
11,274,748
9,574,620
Other debtors
248,017
214,048
Prepayments and accrued income
99,363
158,756
11,623,360
9,947,424

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

14
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Bank loans and overdrafts
16
46
250,000
Trade creditors
260,740
242,889
Amounts owed to group undertakings
29,537,819
26,560,684
Corporation tax
-
0
(851)
Other taxation and social security
460,808
23,521
Other creditors
180,082
50,000
Accruals and deferred income
707,814
587,650
31,147,309
27,713,893

Amounts due to group undertakings are unsecured, interest free and repayable on demand.

In the prior year, other borrowing represented a loan from Scottish Loan Fund Limited was settled as part of the Averroes Capital Limited acquisition. This loan was secured via a floating charges which was released on settlement.

15
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Bank loans and overdrafts
16
177,778
194,445

Amounts due to group undertakings are unsecured, interest free and repayable on demand.

GLACIER ENERGY SERVICES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 21 -
16
Loans and overdrafts
2025
2024
£
£
Bank loans
177,778
444,445
Bank overdrafts
46
-
0
177,824
444,445
Payable within one year
46
250,000
Payable after one year
177,778
194,445

The company has a loan from their invoice discounting facility provider under the Recovery Loan Scheme, This loan is repayable in equal instalments over 4 years (the final repayment is December 2025) and bears interest at 7% over base rate.

In the prior year, other loans represented loan notes, accrued redemption premium and accrued loan note interest, due to Simmons Parallel Private LP and Maven Capital Partners UK LLP. As part of the acquisition by Averroes Capital Limited these borrowings were partially settled with the balance being written off under agreement by the loan note holders (see note 4). These borrowings were secured via a floating charge which was released on settlement.

17
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
58,783
16,238

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.

18
Share capital and capital redemption reserve
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary of £1 each
714,640
714,640
714,640
714,640
B Ordinary of 1p each
1,342,670
1,342,670
13,427
13,427
C Ordinary of £1 each
850,000
850,000
850,000
850,000
E Ordinary of £1 each
65,000
65,000
65,000
65,000
F Ordinary of £1 each
1
1
1
1
Convertible ordinary shares of 1p each
1
1
-
-
Deferred of 1p each
1,361
1,361
14
14
2,973,673
2,973,673
1,643,081
1,643,081
GLACIER ENERGY SERVICES HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 22 -
19
Share premium account

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

20
Profit and loss reserves

The profit and loss reserve represents accumulated comprehensive profits/losses for current and prior periods.

21
Financial commitments, guarantees and contingent liabilities

The company has provided a cross guarantee as part of the group's security obligations to the group's institutional investor (Averroes Capital Limited) and the provider of its debt facilities (IGF Business Credit Limited) in respect of the group's A loan notes and debt facilities.

22
Operating lease commitments

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

2025
2024
£
£
Within one year
231,788
425,377
Between two and five years
611,808
1,211,339
In over five years
262,500
-
1,106,096
1,636,716
23
Ultimate controlling party

The parent company is Glacier Bidco Limited, which has its registered office at 77 Charlotte Street, London, W1T 4PW.

The ultimate parent company is Glacier Topco Limited, a company registered in England and Wales. Glacier Topco Limited is the smallest and largest group of companies into which the company is consolidated, Group accounts are available from Companies House, Crown Way, Cardiff, CF14 3UZ.

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