Company registration number 06401989 (England and Wales)
CONSTELLIA LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
CONSTELLIA LIMITED
COMPANY INFORMATION
Directors
Mr A Gotto
Mr R Levene
Company number
06401989
Registered office
2nd Floor, 201 Great Portland Street
Marylebone
London
W1W 5AB
Auditor
Shaw Gibbs (Audit) Limited
264 Banbury Road
Oxford
OX2 7DY
CONSTELLIA LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9 - 10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 31
CONSTELLIA LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -

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

Review of the business

Constellia Limited and the subsidiary companies Constellia Public Ltd and Constellia Private Limited make up the "Constellia group".

 

The Constellia group provide managed service provision for the procurement of goods, services, technology and works to Public and Private 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 2023, with the group generating revenues of £83 million (2023 - £56 million).

 

In the same period, we undertook significant operational investment to deliver against revenue growth and generated pre tax Profits of £33 thousand (2023 - £583 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, the group 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 highly productive procurement solutions and enhancing efficiency and savings for Public and Private 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 2023, we:

•    Generated revenues of £83 million (2023 - £56 million)

•    Operate under 4 framework agreements (2023 - 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 Group's 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 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -

On behalf of the board

Mr R Levene
Director
9 July 2025
CONSTELLIA LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -

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

Principal activities

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

Results and dividends

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

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

Directors

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

Mr A Gotto
Mr R Levene
Post reporting date events

On 6th August 2024, the parent company established the subsidiary Conexus Ltd. The cost of the company's investment is equal to the £100 share capital issued on incorporation of Conexus Ltd.

 

In December 2024, dividends of £1,200,000 were declared and subsequently paid to shareholders, which include directors of the company.

Auditor

The auditor, Shaw Gibbs (Audit) Limited, were appointed during the year and are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Energy and carbon report

As the group 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.

CONSTELLIA LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 4 -
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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

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

Statement of disclosure to auditor

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

Strategic report

The directors have chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the 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.

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group 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.

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

Disclaimer of opinion on financial statements

We were engaged to audit the financial statements of Constellia Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows 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 group and parent 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 on these financial statements.

Basis for Disclaimer of Opinion

We were unable to obtain sufficient appropriate audit evidence concerning the opening balances at 1 April 2023 across the group and parent company. In particular, this relates to accrued income, deferred income, accruals and intercompany balances.

 

These balances may have a material impact on the recognition of revenue and expenditure within the current financial year 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 year revenue, cost of sales or administrative expenses and consequently, the company or group's reported profit for the year. Accordingly, we were also unable to determine the impact, if any, on other components of the comparative consolidated and company financial statements, including retained earnings, the group 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 group’s or parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report

CONSTELLIA LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CONSTELLIA LIMITED
- 6 -

Opinions on other matters prescribed by the Companies Act 2006

Because of the significance of the matters described in the basis for disclaimer of opinion section of our report, we have been unable to form an opinion whether based on the work undertaken in the course of the audit:

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 group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent 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 on the financial statements.

 

We are independent of the group 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 group and 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.

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

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

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, Statutory Auditor
Chartered Certified Accountants
264 Banbury Road
Oxford
OX2 7DY
9 July 2025
CONSTELLIA LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 8 -
2024
2023
(unaudited)
Notes
£
£
Turnover
4
83,377,073
55,886,616
Cost of sales
(81,156,431)
(54,081,081)
Gross profit
2,220,642
1,805,535
Distribution costs
(98,862)
(47,206)
Administrative expenses
(2,092,493)
(1,190,483)
Other operating income
75
1,330
Operating profit
5
29,362
569,176
Interest receivable and similar income
9
10,472
15,076
Interest payable and similar expenses
10
(6,436)
(1,348)
Profit before taxation
33,398
582,904
Tax on profit
11
45,108
(146,308)
Profit for the financial year
23
78,506
436,596
Profit/(loss) for the financial year is attributable to:
- Owners of the parent company
22,052
367,436
- Non-controlling interests
56,454
69,160
78,506
436,596
Total comprehensive (expense)/income for the year is attributable to:
- Owners of the parent company
22,052
367,436
- Non-controlling interests
56,454
69,160
78,506
436,596

These financial statements are the first consolidated financial statements to be prepared for the group. The comparative figures have been included for comparative purposes only, and the results of the group for the year ended 31 March 2023 are unaudited. For further information see note 1.2.

The notes on pages 15 to 31 form an integral part of these financial statements.

CONSTELLIA LIMITED
GROUP BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 9 -
2024
2023
(unaudited)
Notes
£
£
£
£
Fixed assets
Goodwill
12
50,680
82,688
Other intangible assets
12
3,975
4,509
Total intangible assets
54,655
87,197
Tangible assets
13
12,457
378
Investments
14
130,037
119,569
197,149
207,144
Current assets
Debtors
17
13,186,787
8,266,238
Cash at bank and in hand
8,628,342
5,344,348
21,815,129
13,610,586
Creditors: amounts falling due within one year
18
(20,902,711)
(12,768,411)
Net current assets
912,418
842,175
Total assets less current liabilities
1,109,567
1,049,319
Creditors: amounts falling due after more than one year
19
(25,593)
(43,851)
Net assets
1,083,974
1,005,468
Capital and reserves
Called up share capital
22
100
100
Profit and loss reserves
23
916,032
893,980
Equity attributable to owners of the parent company
916,132
894,080
Non-controlling interests
167,842
111,388
Total equity
1,083,974
1,005,468

The notes on pages 15 to 31 form an integral part of these financial statements.

CONSTELLIA LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 MARCH 2024
31 March 2024
- 10 -

These financial statements are the first consolidated financial statements to be prepared for the group. The comparative figures have been included for comparative purposes only, and the reported position of the group at 31 March 2023 is unaudited.

The financial statements were approved by the board of directors and authorised for issue on 9 July 2025 and are signed on its behalf by:
09 July 2025
Mr R Levene
Director
Company registration number 06401989 (England and Wales)
CONSTELLIA LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2024
31 March 2024
- 11 -
2024
2023
(as restated)
Notes
£
£
£
£
Fixed assets
Intangible assets
3,975
4,509
Tangible assets
13
12,457
378
Investments
14
310,038
299,570
326,470
304,457
Current assets
Debtors
17
3,245,666
1,010,123
Cash at bank and in hand
94,433
98,506
3,340,099
1,108,629
Creditors: amounts falling due within one year
18
(2,375,216)
(596,113)
Net current assets
964,883
512,516
Total assets less current liabilities
1,291,353
816,973
Creditors: amounts falling due after more than one year
19
(25,593)
(43,851)
Net assets
1,265,760
773,122
Capital and reserves
Called up share capital
22
100
100
Profit and loss reserves
23
1,265,660
773,022
Total equity
1,265,760
773,122

The notes on pages 15 to 31 form an integral part of these financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £492,638 (2023: £346,755 profit as restated).

During the year, 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 financial statements were approved by the board of directors and authorised for issue on 9 July 2025 and are signed on its behalf by:
09 July 2025
Mr R Levene
Director
Company registration number 06401989 (England and Wales)
CONSTELLIA LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 12 -
Called up share capital
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
£
£
£
£
£
As restated at 1 April 2022 (unaudited)
100
526,544
526,644
42,228
568,872
Year ended 31 March 2023:
Profit and total comprehensive income
-
367,436
367,436
69,160
436,596
Balance at 31 March 2023 (unaudited)
100
893,980
894,080
111,388
1,005,468
Year ended 31 March 2024:
Profit and total comprehensive income
-
22,052
22,052
56,454
78,506
Balance at 31 March 2024
100
916,032
916,132
167,842
1,083,974

The notes on pages 15 to 31 form an integral part of these financial statements.

These financial statements are the first consolidated financial statements to be prepared for the group, therefore there have been no prior period adjustments reflected above.
The comparative figures have been included for comparative purposes only, and the results of the group for the year ended 31 March 2023 are unaudited.
CONSTELLIA LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 13 -
Called up share capital
Profit and loss reserves
Total
Note:
£
£
£
As restated for the year ended 31 March 2023:
Balance at 1 April 2022
As previously reported:
100
521,700
521,800
Effect of prior year restatement
3
-
(95,433)
(95,433)
Balance at 1 April 2022
100
426,267
426,367
Year ended 31 March 2023:
As previously reported:
Profit and total comprehensive income
-
390,663
390,663
Effect of prior year restatement
3
-
(43,908)
(43,908)
As restated:
Profit and total comprehensive income
-
346,755
346,755
Balance at 31 March 2023
100
773,022
773,122
Year ended 31 March 2024:
Profit and total comprehensive income
-
492,638
492,638
Balance at 31 March 2024
100
1,265,660
1,265,760

The notes on pages 15 to 31 form an integral part of these financial statements.

During the year, material errors impacting the comparative figures were noted and as a result the comparative figures have been restated. For further information see note 3.
CONSTELLIA LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024
- 14 -
2024
2023
(unaudited)
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
24
3,504,316
5,427,523
Interest paid
(1,689)
(1,348)
Income taxes paid
(197,606)
(95,433)
Net cash inflow from operating activities
3,305,021
5,330,742
Investing activities
Purchase of tangible fixed assets
(12,429)
(534)
Interest received
4
2
Net cash used in investing activities
(12,425)
(532)
Financing activities
Repayment of bank loans
(7,770)
(3,778)
Net cash used in financing activities
(7,770)
(3,778)
Net increase in cash and cash equivalents
3,284,826
5,326,432
Cash and cash equivalents at beginning of year
5,343,516
17,084
Cash and cash equivalents at end of year
8,628,342
5,343,516
Relating to:
Cash at bank and in hand
8,628,342
5,344,348
Bank overdrafts included in creditors payable within one year
-
(832)

The notes on pages 15 to 31 form an integral part of these financial statements.

These financial statements are the first consolidated financial statements to be prepared for the group. The comparative figures have been included for comparative purposes only, and the results of the group for the year ended 31 March 2023 are unaudited.
CONSTELLIA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 15 -
1
Accounting policies
Company information

Constellia Limited (the "company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 2nd Floor, 201 Great Portland Street, Marylebone, London, W1W 5AB.

 

The group consists of Constellia Limited and all of its subsidiaries. The group's and company's principal activities and nature of operations are included within the Directors' report.

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, 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, modified to include certain fixed asset investments at fair value. The principal accounting policies adopted are set out below.

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

 

These are the first group financial statements to be prepared by the parent company. The prior year financial statements prepared and submitted for the individual parent company, were prepared in accordance with FRS 105 "The Financial Reporting Standard applicable to companies subject to the micro-entities regime" ("FRS 105"). These financial statements are the first financial statements prepared in accordance with FRS 102. The date of transition to FRS 102 was 1 April 2022. The reported financial position and financial performance for the previous year are not affected by the transition to FRS 102.

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Constellia Limited together with all entities controlled by the parent company (its subsidiaries).

 

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

 

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

CONSTELLIA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 16 -

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

 

The current and prior year trade included in the Group Statement of Comprehensive Income relates to the following: the annual trade of the parent company; alongside 12 months of trade from the two subsidiaries. The reporting date for the two subsidiaries has been aligned to 31 March 2024, however the individual financial statements were previously recorded to 31 October 2022 and 31 October 2021. Therefore for consolidation purposes, the audited 17 month period has been time-apportioned between the years ended 31 March 2024 and 31 March 2023, on the assumption that trade has occurred evenly. The remaining 7 months trade for the consolidated year ended 31 March 2023 is unaudited, and has also been time-apportioned from the results recorded in the 31 October 2022 unaudited subsidiary financial statements.

 

The 2024 audit of the parent company and subsidiaries has resulted in prior period adjustments being recognised in all companies' financial statements. However, as the group's position as at 31 March 2023 had not been previously reported, these balances have not been classified as "restated" within the main statements and accompanying notes. The group's reported position at 31 March 2023 consists of the restated position of the parent company, as set out further in note 3, combined with the position of the subsidiary companies at 31 March 2023 per management accounts. The subsidiaries position as at 31 March 2023 was unaudited.

1.3
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group 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.

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.

Other income

Interest income is accrued on a time-apportioned basis and recognised using the effective interest rate method.

CONSTELLIA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 17 -
1.5
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

 

As these are the first group financial statements prepared, goodwill was previously not recognised at a group level. Following the prior year restatement to the parent company's cost of investments, as set out in notes 3 and 12, following the October 2020 acquisition of Constellia Public Ltd, goodwill and amortisation have been recognised as if always included within the group since the acquisition date.

1.6
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:

Portal and website
5 years straight-line
1.7
Tangible fixed assets

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

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

Plant and equipment
5 years straight-line
Fixtures and fittings
5 years straight-line
Computers
5 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 recognised in the profit and loss account.

1.8
Fixed asset investments

Equity investments are classified as financial instruments and are measured at fair value through profit or loss ("FVTPL"), as set out in the separate financial instruments accounting policy.

 

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

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

CONSTELLIA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 18 -
1.9
Impairment of fixed assets

At each reporting date, the group reviews the carrying amounts of its fixed asset investments, 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.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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.

1.10
Cash and cash equivalents

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

1.11
Financial instruments

The group and 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 group's/company's balance sheet when the group/company becomes party to the contractual provisions of the instrument.

 

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

Basic financial assets

Basic financial assets, which include trade and other 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.

Other financial assets

Trade investments, including listed investments, are equity investments over which the company has no significant influence, joint control or control, and are initially measured at transaction price. Subsequently, the investments are measured at fair value through profit or loss ("FVTPL"). Transaction price includes transaction costs, except where the investments are measured at FVTPL when transaction costs are expensed to profit or loss as and when incurred.

 

The fair value of investments quoted on a recognised stock exchange is the quoted bid price. The fair value of unlisted investments is measured using valuation techniques which include: turnover multiples; earnings multiples; net assets; or discounted cash flows, as appropriate, based on the nature and circumstances of the investment.

CONSTELLIA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 19 -
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 group/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 group/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 group's/company's contractual obligations expire or are discharged or cancelled.

1.12
Equity instruments

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

1.13
Taxation

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

CONSTELLIA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 20 -
Current tax

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

Deferred tax

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

 

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

1.14
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.

1.15
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.

1.16
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.

1.17
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.

CONSTELLIA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 21 -
2
Judgements and key sources of estimation uncertainty

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

 

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

 

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

3
Prior period adjustment

During the year, 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 March 2023 not being recognised within the year.

 

Adjustments were also required to the company's corporation tax liability and the cost of the company's material investment in a subsidiary. This resulted in fixed assets, current assets and creditors due within one year all being materially understated. Additionally the payment of the company's 2022 corporation tax liability was incorrectly accounted for. This has resulted in an adjustment of £95,433 being recorded against corporation tax liability and retained earnings.

 

The subsequent impact on the balance sheet, net assets and profit and loss account are set out below:

Changes to the balance sheet - company
As previously reported
Adjustment
As restated at 31 Mar 2023
£
£
£
Fixed assets
5,061
299,396
304,457
Current assets
249,775
859,622
1,109,397
Creditors due within one year
(99,870)
(497,011)
(596,881)
Creditors due after one year
757,497
(801,348)
(43,851)
Net assets
912,463
(139,341)
773,122
Capital and reserves
Profit and loss reserves
912,363
(139,341)
773,022
CONSTELLIA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
3
Prior period adjustment
(Continued)
- 22 -
Changes to the profit and loss account - company
As previously reported
Adjustment
As restated
Year ended 31 March 2023
£
£
£
Turnover
61,437
(49,914)
11,523
Administrative expenses
(340,732)
(7,720)
(348,452)
Interest receivable and similar income
-
15,074
15,074
Interest payable and similar expenses
-
(1,348)
(1,348)
Profit after taxation
390,663
(43,908)
346,755
4
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Provision of procurement services
83,377,073
55,886,616
2024
2023
£
£
Other revenue
Interest income
10,472
15,076

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

5
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging:
Depreciation of owned tangible fixed assets
350
1,358
Amortisation of intangible assets
32,542
32,543
Operating lease charges
39,604
19,817

Amortisation of intangible assets is included within Administrative expenses in the Group Statement of Comprehensive Income.

6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor:
£
£
For audit services
Audit of the financial statements of the group and company
12,500
-
Audit of the financial statements of the company's subsidiaries
47,500
-
60,000
-
CONSTELLIA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 23 -
7
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Total
-
10
-
10
Sales
8
-
8
-
Operations
10
-
10
-
Admin
2
-
2
-
Outsourced
3
-
3
-
Total
23
10
23
10

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
1,391,998
649,025
1,391,998
115,676
Social security costs
155,753
66,419
155,753
6,346
Pension costs
28,982
16,474
28,982
1,327
1,576,733
731,918
1,576,733
123,349

During the year, staff who worked for the group were employed by the parent company, which subsequently recharged the total staff costs back to the subsidiaries in proportion to the time spent working on the subsidiaries.

8
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
18,192
18,192
9
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
4
2
Other income from investments
Gains on financial instruments measured at fair value through profit or loss
10,468
15,074
Total
10,472
15,076
CONSTELLIA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 24 -
10
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
1,689
1,348
Interest on finance leases and hire purchase contracts
4,747
-
Total
6,436
1,348
11
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
-
0
146,308
Adjustments in respect of prior periods
(45,108)
-
0
Total current tax
(45,108)
146,308

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. This rate was enacted during the year.

The actual (credit)/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:

2024
2023
£
£
Profit before taxation
33,398
582,904
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
8,350
110,752
Tax effect of expenses that are not deductible in determining taxable profit
1,277
339
Adjustments in respect of prior years
(26,219)
-
0
Permanent capital allowances in excess of depreciation
(3,020)
-
0
Other permanent differences
(14,574)
10,211
Effect of prior year restatements
(18,924)
18,924
Amortisation of goodwill
8,002
6,082
Taxation (credit)/charge
(45,108)
146,308
CONSTELLIA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 25 -
12
Intangible fixed assets
Group
Goodwill
Portal and website
Total
£
£
£
Cost
At 1 April 2023 and 31 March 2024
160,042
32,155
192,197
Amortisation and impairment
At 1 April 2023
77,354
27,646
105,000
Amortisation charged for the year
32,008
534
32,542
At 31 March 2024
109,362
28,180
137,542
Carrying amount
At 31 March 2024
50,680
3,975
54,655
At 31 March 2023
82,688
4,509
87,197
Company
Portal and website
£
Cost
As restated at 1 April 2023 and 31 March 2024
32,155
Amortisation and impairment
As restated at 1 April 2023
27,646
Amortisation charged for the year
534
At 31 March 2024
28,180
Carrying amount
At 31 March 2024
3,975
As restated at 31 March 2023
4,509
CONSTELLIA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 26 -
13
Tangible fixed assets
Group
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 April 2023
534
4,891
1,711
7,136
Additions
-
0
-
0
12,429
12,429
At 31 March 2024
534
4,891
14,140
19,565
Depreciation and impairment
At 1 April 2023
489
4,891
1,378
6,758
Depreciation charged in the year
17
-
0
333
350
At 31 March 2024
506
4,891
1,711
7,108
Carrying amount
At 31 March 2024
28
-
0
12,429
12,457
At 31 March 2023
45
-
0
333
378
Company
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
As restated at 1 April 2023
534
4,891
1,711
7,136
Additions
-
0
-
0
12,429
12,429
At 31 March 2024
534
4,891
14,140
19,565
Depreciation and impairment
As restated at 1 April 2023
489
4,891
1,378
6,758
Depreciation charged in the year
17
-
0
333
350
At 31 March 2024
506
4,891
1,711
7,108
Carrying amount
At 31 March 2024
28
-
0
12,429
12,457
As restated at 31 March 2023
45
-
0
333
378
CONSTELLIA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 27 -
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
(as restated)
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
180,001
180,001
Other investments
130,037
119,569
130,037
119,569
130,037
119,569
310,038
299,570
Movements in fixed asset investments
Group
Investments
£
Valuation
At 1 April 2023
119,569
Valuation changes
10,468
At 31 March 2024
130,037
Carrying amount
At 31 March 2024
130,037
At 31 March 2023
119,569
Movements in fixed asset investments
Company
Shares in subsidiaries
Other investments
Total
£
£
£
Cost or valuation
As restated at 1 April 2023
180,001
119,569
299,570
Valuation changes
-
10,468
10,468
At 31 March 2024
180,001
130,037
310,038
Carrying amount
At 31 March 2024
180,001
130,037
310,038
As restated at 31 March 2023
180,001
119,569
299,570
15
Subsidiaries

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

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Constellia Public Ltd
1)
Provision of procurement services
Ordinary
80.00
Constellia Private Limited
1)
Provision of procurement services
Ordinary
100.00
CONSTELLIA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
15
Subsidiaries
(Continued)
- 28 -

1) 201 Great Portland Street, London, England, W1W 5AB.

16
Financial instruments
Group
Company
2024
2023
2024
2023
£
£
£
£
Carrying amount of financial assets include:
Debt instruments measured at amortised cost
13,106,205
8,238,666
n/a
n/a
Equity instruments measured at FVTPL
130,037
119,569
130,037
119,569
Carrying amount of financial liabilities include:
Measured at amortised cost
18,725,212
11,380,740
n/a
n/a

As permitted by the reduced disclosure framework within FRS 102, the company has taken advantage of the exemption from disclosing the carrying amount of certain classes of financial instruments, denoted by "n/a" above.

17
Debtors
Group
Company
2024
2023
2024
2023
(as restated)
Amounts falling due within one year:
£
£
£
£
Trade debtors
9,056,790
7,650,591
7,005
12,345
Amounts owed by group undertakings
-
-
480,191
382,131
Other debtors
2,724,282
607,530
2,724,282
607,530
Prepayments and accrued income
1,405,715
8,117
34,188
8,117
13,186,787
8,266,238
3,245,666
1,010,123

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

CONSTELLIA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 29 -
18
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
(as restated)
Notes
£
£
£
£
Bank loans and overdrafts
20
16,944
7,288
12,660
832
Trade creditors
14,419,288
9,360,058
190,223
89,033
Amounts owed to group undertakings
-
0
-
0
1,680,211
130,000
Corporation tax payable
323,705
324,563
334,152
219,165
Other taxation and social security
1,879,387
1,106,959
65,643
22,885
Other creditors
107,041
36,487
4,536
36,487
Accruals and deferred income
4,156,346
1,933,056
87,791
97,711
20,902,711
12,768,411
2,375,216
596,113

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

19
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
(as restated)
Notes
£
£
£
£
Bank loans and overdrafts
20
25,593
43,851
25,593
43,851
20
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
42,537
50,307
38,253
43,851
Bank overdrafts
-
0
832
-
0
832
42,537
51,139
38,253
44,683
Payable within one year
16,944
7,288
12,660
832
Payable after one year
25,593
43,851
25,593
43,851
21
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
28,982
16,474

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

CONSTELLIA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 30 -
22
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary of £1 each
60
60
60
60
B Ordinary of £1 each
40
40
40
40
100
100
100
100

The A Ordinary shares each carry full voting, dividend and capital distribution rights, including on winding up. The B Ordinary shares also each carry full dividend and capital distribution rights, including on winding up, however they carry no right to vote or appoint a director. The A and B Ordinary shares do not confer any rights of redemption.

23
Reserves
Profit and loss reserves

Profit and loss reserves represents cumulative profit or losses, net of distribution to owners.

 

Non-controlling interests

Non-controlling interests represents cumulative profit or losses owed to minority parties, net of any distributions.

24
Cash generated from group operations
2024
2023
£
£
Profit after taxation
78,506
436,596
Adjustments for:
Taxation (credited)/charged
(45,108)
146,308
Finance costs
6,436
1,348
Investment income
(10,472)
(15,076)
Amortisation and impairment of intangible assets
32,542
32,543
Depreciation and impairment of tangible fixed assets
350
1,358
Movements in working capital:
Increase in debtors
(4,681,960)
(8,139,407)
Increase in creditors
8,124,022
12,963,853
Cash generated from operations
3,504,316
5,427,523
CONSTELLIA LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 31 -
25
Analysis of changes in net funds - group
1 April 2023
Cash flows
31 March 2024
£
£
£
Cash at bank and in hand
5,344,348
3,283,994
8,628,342
Bank overdrafts
(832)
832
-
0
5,343,516
3,284,826
8,628,342
Borrowings excluding overdrafts
(50,307)
7,770
(42,537)
5,293,209
3,292,596
8,585,805
26
Events after the reporting date

On 6th August 2024, the parent company established the subsidiary Conexus Ltd. The cost of the company's investment is equal to the £100 share capital issued on incorporation of Conexus Ltd.

 

In December 2024, dividends of £1,200,000 were declared and subsequently paid to shareholders, which include directors of the company.

27
Related party transactions

Transactions with related parties

The company has taken advantage of the exemption not to disclose related party transactions and outstanding balances with wholly owned subsidiaries within the group. Disclosures relating to non wholly owned subsidiaries are described below.

 

During the year, the company recognised management fees receivable of £1,106,233 (2023: £500,000) from a company under control. Also during the year, the company recognised £1,246,832 (2023: £338,048) in respect of wages recharges, as set out further in note 7. At the reporting date, the company owed a balance of £1,680,211 to a company under control (2023: £130,000). Amounts owed to related parties arose from transactions relating to both company's principal trade. The balance is unsecured, does not bear interest and is repayable on demand.

28
Directors' transactions

At the reporting date, the company was owed a balance of £2,304,984 (2023: £375,796) in relation to Directors' current accounts. During the year, advances of £1,951,889 (2023: £245,931) were drawn and repayments of £22,701 (2023: £nil) were made. These balances are unsecured, do not bear interest and are repayable on demand. Directors' current accounts are included within "Other debtors" in note 17.

29
Controlling party

These consolidated financial statements are the smallest and largest group to include the results of the company.


The directors consider there to be no ultimate controlling party.

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