Company registration number 08664789 (England and Wales)
CONSTELLIA PUBLIC LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
CONSTELLIA PUBLIC LTD
COMPANY INFORMATION
Directors
Mr A Gotto
Mr R Levene
Mr A Carr
Company number
08664789
Registered office
2nd Floor, 201 Great Portland Street
Marylebone
London
W1W 5AB
Auditor
Shaw Gibbs (Audit) Limited
264 Banbury Road
Oxford
OX2 7DY
CONSTELLIA PUBLIC LTD
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 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 - 19
CONSTELLIA PUBLIC LTD
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MARCH 2024
- 1 -

The directors present the Strategic report for the period ended 31 March 2024.

 

In the prior year, the Group decided to extend its accounting reference period ending from 31 October 2023 to 31 March 2024 to be aligned with of the subsidiaries of the Constellia Group. Therefore, the directors present their Strategic report together with the financial statements for the 17 months ending 31 March 2024 compared to the 12 month period ended 31 October 2022.

Review of the business

Constellia Public Limited provides managed service provision for the procurement of goods, services, technology and works to Public Sector bodies including Local Authorities, Health, Education and Central Government Departments.

 

Our vision is to become the leading Public Sector procurement provider by challenging convention in ways that drive Public Sector procurement drive efficiency and savings.

 

Activity and performance grew considerably in 2024 compared to 2022 with Constellia Public Ltd generating revenues of £114.6 million (2022 - £35.5 million).

 

In the same period, we undertook significant operational investment to deliver against revenue growth and generated pre tax Profits of £387 thousand (2022 – £499 thousand).

 

Significant steps have been taken to strengthen the operational ability of the company to deliver successful outcomes for clients and suppliers. Changes have also taken place in all areas of the business to improve governance, controls and processes alongside building overall operational capability.

 

In 2024 Constellia Public Limited continues to grow its market share, client base and supplier onboarding. We are investing across the group to deliver a clear long-term strategy that includes continued improvement in the service provided to our customers and suppliers, including a diverse and complete procurement service for our customers, building out a highly productive procurement solutions and enhancing efficiency and savings for Public Sector entities, whilst driving sustainable profitable growth. We are investing strategically in our people, product and our technology platforms. Ensuring high standards of regulatory compliance also remains integral to our business and we continue to invest in our capabilities in this area.

 

Trading Results

Trading conditions continue to be favourable during 2024 with the overall economic outlook for the procurement market to be favourable.

 

In year 2024, compared with the period to 31 October 2022, we:

•    Generated revenues of £114.6 million (2022 - £35.5 million)

•    Operating under 4 framework agreements (2022- 2 frameworks agreements)

Principal risks and uncertainties

Changes in government policy and spending have principally been the biggest threat to the public sector procurement sector.

 

These risks are mitigated by growing participating in a wider range of frameworks and diversifying the Public sector departments or authorities we work with. This helps mitigate against changes in any particular area of spend or department.

 

Financial Risks

The company has no debt and maintains a cost base that remains sustainable mitigating considerably against any financial risks

Environment

The company operates Constellia Groups policy with regard to the environment. The Group's operations are conducted as such that it complies with all the legal requirements relating to the environment in all areas that it carries out its business. During the period covered by this report, the Group has not incurred any fines penalties or been investigated for any breach of environmental regulations.

CONSTELLIA PUBLIC LTD
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 2 -

On behalf of the board

Mr R Levene
Director
8 July 2025
CONSTELLIA PUBLIC LTD
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2024
- 3 -

The directors present their annual report and financial statements for the period ended 31 March 2024.

Principal activities

The principal activity of the company continued to be that of managed service provision for the procurement of services, goods, technology and works.

Results and dividends

The results for the period are set out on page 7.

No ordinary dividends were paid during the current or prior period. The directors do not recommend payment of a final dividend.

Directors

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

Mr A Gotto
Mr R Levene
Mr A Carr
Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Statement of directors' responsibilities

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:

 

 

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.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's Strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the Directors' report. It has done so in respect of future developments and financial risk management.

CONSTELLIA PUBLIC LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 4 -
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.

On behalf of the board
Mr R Levene
Director
8 July 2025
CONSTELLIA PUBLIC LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CONSTELLIA PUBLIC LTD
- 5 -

Disclaimer of opinion on financial statements

We were engaged to audit the financial statements of Constellia Public Ltd (the 'company') for the period ended 31 March 2024 which comprise the Statement of Comprehensive Income, 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).

We do not express an opinion on the accompanying company financial statements.

 

Due to the significance of the matters described in the Basis for Disclaimer of Opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion.

Basis for Disclaimer of Opinion

We were unable to obtain sufficient appropriate audit evidence concerning the opening balances at 1 November 2022 across the company. In particular, this relates to accrued income, deferred income, accruals, intercompany balances, and management charges.

 

These balances may have a material impact on the recognition of revenue and expenditure within the current financial period ended 31 March 2024. Management was unable to provide supporting documentation or reconciliations for balances in the previous periods, and due to the nature of the items involved alternative audit procedures could not be performed.

 

As a result, for accrued income, deferred income, accruals and intercompany accounts, we were unable to determine whether any material adjustments would be required to the opening balances or current period revenue, cost of sales or administrative expenses and consequently, the company’s reported profit for the period. Accordingly, we were also unable to determine the impact, if any, on other components of the comparative company financial statements, including retained earnings, the balance sheet, and related disclosures.

 

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 section of our report. We are independent of the group and parent 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.

 

Other matters

The comparative figures are unaudited.

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 performed we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant 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.

Opinions on other matters prescribed by the Companies Act 2006

Notwithstanding our disclaimer of an opinion on the financial statements, in our opinion, based on the work undertaken in the course of our audit:

CONSTELLIA PUBLIC LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CONSTELLIA PUBLIC LTD (CONTINUED)
- 6 -
Matters on which we are required to report by exception

Notwithstanding our disclaimer of opinion on the financial statements in the light of the knowledge and understanding of the company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

Arising from the limitation of our work referred to above:

 

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 responsibility is to conduct an audit in accordance with International Standards on Auditing (UK) and to issue an auditor’s report. However, because of the matter described in the Basis for Disclaimer of Opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion.

 

We are independent of the company in accordance with the ethical requirements 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.

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:

1. At the planning stage of the audit we gain an understanding of the laws and regulations which apply to the company and how the management seek to comply with those laws and regulations. The most significant are those that relate to the financial reporting framework (FRS 102), Companies Act 2006, the tax compliance regulations and health and safety regulations. This helps us to plan appropriate risk assessments.

2. During the audit we focus on relevant risk areas and review the compliance with the laws and regulations by making relevant enquiries and undertaking corroboration, for example by reviewing Board Minutes and other documentation.

3. We assess the risk of material misstatement in the financial statements including as a result of fraud and

undertake procedures including:

CONSTELLIA PUBLIC LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CONSTELLIA PUBLIC LTD (CONTINUED)
- 7 -

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected

in the financial statements, as we will be less likely to become aware of instances of 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.

Use of our report

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

Stephen Howard Neal
Senior Statutory Auditor
For and on behalf of Shaw Gibbs (Audit) Limited
9 July 2025
Chartered Certified Accountants
Statutory Auditor
264 Banbury Road
Oxford
OX2 7DY
CONSTELLIA PUBLIC LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2024
- 8 -
Period
Year
ended
ended
31 March
31 October
2024
2022
(as restated)
Notes
£
£
Turnover
4
114,683,557
35,532,493
Cost of sales
(111,480,324)
(33,990,659)
Gross profit
3,203,233
1,541,834
Distribution costs
(140,055)
(10,308)
Administrative expenses
(2,670,821)
(1,033,986)
Other operating income
-
0
2,280
Operating profit
5
392,357
499,820
Interest payable and similar expenses
7
(4,747)
-
0
Profit before taxation
387,610
499,820
Tax on profit
8
10,462
(105,551)
Profit for the financial period
398,072
394,269

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

During the reporting period, material errors impacting the comparative figures were noted and as a result the comparative figures have been restated. For further information see note 3.

 

The notes on pages 11 to 19 form an integral part of these financial statements.

CONSTELLIA PUBLIC LTD
BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 9 -
31 March 2024
31 October 2022
(as restated)
Notes
£
£
£
£
Current assets
Debtors
10
11,934,099
4,623,966
Cash at bank and in hand
8,364,851
4,306,477
20,298,950
8,930,443
Creditors: amounts falling due within one year
11
(19,459,739)
(8,489,311)
Net current assets
839,211
441,132
Capital and reserves
Called up share capital
14
100
100
Profit and loss reserves
15
839,111
441,032
Total equity
839,211
441,132

During the reporting period, material errors impacting the comparative figures were noted and as a result the comparative figures have been restated. For further information see note 3.

 

The notes on pages 11 to 19 form an integral part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 8 July 2025 and are signed on its behalf by:
Mr R Levene
Director
Company registration number 08664789 (England and Wales)
CONSTELLIA PUBLIC LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024
- 10 -
Called up share capital
Profit and loss reserves
Total
Note
£
£
£
As restated for the period ended 31 October 2022:
Balance at 1 November 2021
100
46,763
46,863
Year ended 31 October 2022:
As previously reported:
Profit and total comprehensive income
-
449,939
449,939
Effect of prior year restatement
3
-
(55,670)
(55,670)
As restated:
Profit and total comprehensive income
-
394,269
394,269
Balance at 31 October 2022
100
441,032
441,132
Period ended 31 March 2024:
Profit and total comprehensive income
-
398,072
398,072
Balance at 31 March 2024
100
839,111
839,211

During the reporting period, material errors impacting the comparative figures were noted and as a result the comparative figures have been restated. For further information see note 3.

 

The notes on pages 11 to 19 form an integral part of these financial statements.

CONSTELLIA PUBLIC LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
- 11 -
1
Accounting policies
Company information

Constellia Public Ltd (the "company") is a private company limited by shares and incorporated in England and Wales. The registered office is 2nd Floor, 201 Great Portland Street, Marylebone, London, W1W 5AB. The company's principal activities and nature of operations are included within the Directors' report.

1.1
Reporting period

The accounting reference date of the company has been changed from 31 October to 31 March, to align with its parent company. These financial statements cover the 17 month period ended 31 March 2024. The comparative period covered the year ended 31 October 2022. Therefore, the amounts presented in these financial statements are not entirely comparable.

1.2
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, including the provisions of the Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008. These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

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 £1.

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:

 

 

The financial statements of the company are consolidated in the financial statements of Constellia Limited. These consolidated financial statements are available from its registered office, 201 Great Portland Street, London, England, W1W 5AB.

1.3
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
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.

CONSTELLIA PUBLIC LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 12 -

Revenue from contracts for the provision of professional services is recognised by reference to the milestone reached, which is agreed with the customer. The costs related to that milestone are also recognised. Any income received (or costs incurred) in excess of the agreed milestone are deferred; income is accrued where income received is less than the milestone, and costs are accrued accordingly.

1.5
Intangible fixed assets other than goodwill

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

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

Other intangibles
33.33% straight line
1.6
Cash and cash equivalents

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

1.7
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ 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 trade and other debtors, amounts owed by group undertakings, and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

Financial assets, 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.

CONSTELLIA PUBLIC LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 13 -
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 trade and other creditors, and bank loans, 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.

1.8
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.

1.9
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.

CONSTELLIA PUBLIC LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 14 -
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.

1.10
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.

1.11
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. Differences between contributions payable in the period and contributions actually paid are shown as accruals.

1.12
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 leases asset are consumed.

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.

 

The directors consider there to be no key judgements or estimates that are material to the company.

CONSTELLIA PUBLIC LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 15 -
3
Prior period adjustment

During the period, material factors impacting the comparative figures were noted and as a result, the comparative figures have been restated in these financial statements. The below prior period adjustments relate to errors recognised in the testing of both turnover and expenditure. This resulted in relevant turnover and expenses not being recognised within the correct financial period, i.e. turnover relating to the year ended 31 October 2022 not being recognised within the year.

 

This has had a subsequent impact on the balance sheet and net assets as set out below:

Changes to the balance sheet
As previously reported
Adjustment
As restated at 31 Oct 2022
£
£
£
Fixed assets
Other intangibles
20,947
(20,947)
-
Current assets
Debtors due within one year
4,325,746
298,220
4,623,966
Creditors due within one year
Other creditors
(7,297,837)
(332,942)
(7,630,779)
Net assets
496,802
(55,670)
441,132
Capital and reserves
Profit and loss reserves
496,702
(55,670)
441,032
Changes to the profit and loss account
As previously reported
Adjustment
As restated
Year ended 31 October 2022
£
£
£
Turnover
35,196,697
335,796
35,532,493
Cost of sales
(33,657,718)
(332,941)
(33,990,659)
Administrative expenses
(975,461)
(58,525)
(1,033,986)
Profit for the financial period
449,939
(55,670)
394,269
4
Turnover
2024
2022
(as restated)
£
£
Turnover analysed by class of business
Provision of procurement services
114,683,557
35,532,493

Turnover from the provision of services arose solely within the United Kingdom.

CONSTELLIA PUBLIC LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 16 -
5
Operating profit
2024
2022
(as restated)
Operating profit for the period is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
30,000
-
0
Impairment of intangible assets
-
0
20,947
Operating lease charges
13,114
18,480

Impairment of intangible assets is included within administrative expenses in the Statement of comprehensive income.

6
Employees

The average monthly number of persons employed by the company during the period was:

2024
2022
(as restated)
Number
Number
Total
-
0
-
0

During the current and prior period, the directors were not remunerated for their services provided to this company. The directors are remunerated via another group company.

 

During the period, staff who worked for the company were employed by the parent company, which subsequently recharged staff costs of £1,246,832 (2022: £338,048) to the company in proportion to the time spent working on the company.

7
Interest payable and similar expenses
2024
2022
£
£
Interest on finance leases and hire purchase contracts
4,747
-
8
Taxation
2024
2022
£
£
Current tax
UK corporation tax on profits for the current period
-
0
105,551
Adjustments in respect of prior periods
(10,462)
-
0
Total current tax
(10,462)
105,551

The UK Government announced in its budget on 3 March 2021 that the UK corporation tax rate will increase to a effective rate of 25% from 1 April 2023. As a result, current tax in the Statement of comprehensive income has been measured at the blended average rate of 23.24%.

CONSTELLIA PUBLIC LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
8
Taxation
(Continued)
- 17 -

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

2024
2022
£
£
Profit before taxation
387,610
499,820
Expected tax charge based on the standard rate of corporation tax in the UK of 23.24% (2022: 19.00%)
90,081
94,966
Tax effect of expenses that are not deductible in determining taxable profit
46
-
0
Adjustments in respect of prior years
119
-
0
Effect of change in corporation tax rate
(287)
-
0
Group relief
(90,127)
-
0
Other permanent differences
287
4
Effect of prior year restatements
(10,581)
10,581
Taxation (credit)/charge for the period
(10,462)
105,551
9
Intangible fixed assets
Other intangibles
£
Cost
At 1 November 2022 and 31 March 2024
20,947
Amortisation and impairment
At 1 November 2022 (as restated) and 31 March 2024
20,947
Carrying amount
At 31 March 2024
-
0
At 31 October 2022 (as restated)
-
0
10
Debtors
31 March
31 October
2024
2022
(as restated)
Amounts falling due within one year:
£
£
Trade debtors
8,666,304
3,998,844
Corporation tax recoverable
10,447
-
0
Amounts owed by group undertakings
2,067,432
289,325
Prepayments and accrued income
1,189,916
335,797
11,934,099
4,623,966
CONSTELLIA PUBLIC LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
10
Debtors
(Continued)
- 18 -

Amounts owed by group undertakings are unsecured, do not bear interest and are repayable on demand.

11
Creditors: amounts falling due within one year
31 March
31 October
2024
2022
(as restated)
Notes
£
£
Bank loans
12
4,284
7,374
Trade creditors
13,658,703
4,443,004
Corporation tax
-
0
105,535
Other taxation and social security
1,758,650
745,623
Other creditors
102,505
7
Accruals and deferred income
3,935,597
3,187,768
19,459,739
8,489,311
12
Loans and overdrafts
31 March
31 October
2024
2022
£
£
Bank loans
4,284
7,374
Payable within one year
4,284
7,374
13
Retirement benefit schemes
2024
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
-
3,953

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.

14
Share capital
31 March
31 October
31 March
31 October
2024
2022
2024
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100

The Ordinary shares each carry full voting, dividend and capital distribution rights, including on winding up. They do not confer any rights of redemption.

CONSTELLIA PUBLIC LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 19 -
15
Profit and loss reserves

The profit and loss reserve represents cumulative profit and loss net of distributions to the owners.

16
Related party transactions
Transactions with related parties

The following amounts were outstanding at the reporting end date:

31 March
31 October
2024
2022
Amounts due from related parties
£
£
Entities with control, joint control or significant influence over the company
1,680,211
10,831
Company under common control
387,221
278,494

During the period, the company was charged management fees of £1,106,223 (2022: £500,000) from its parent company. Also during the period, the company was charged £1,246,832 (2022: £338,048) in respect of wages recharges, as set out further in note 6. Amounts owed by related parties arose from transactions relating to both companies' principal trade. The balances are unsecured, do not bear interest and are repayable on demand.

17
Ultimate controlling party

The immediate parent undertaking, ultimate parent undertaking and the smallest and largest group to consolidate these financial statements is Constellia Limited, a company incorporated in England and Wales. Copies of Constellia Limited statements are available from 201 Great Portland Street, London, England, W1W 5AB.

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