Company registration number 12794390 (England and Wales)
CONSTELLIA PRIVATE LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
PAGES FOR FILING WITH REGISTRAR
CONSTELLIA PRIVATE LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 9
CONSTELLIA PRIVATE LIMITED
BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 1 -
31 March 2024
31 October 2022
(as restated)
Notes
£
£
£
£
Current assets
Debtors
5
565,093
276,324
Cash at bank and in hand
169,058
273,498
734,151
549,822
Creditors: amounts falling due within one year
6
(1,625,827)
(557,821)
Net current liabilities
(891,676)
(7,999)
Capital and reserves
Called up share capital
7
1
1
Profit and loss reserves
(891,677)
(8,000)
Total equity
(891,676)
(7,999)

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

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:
Mr R Levene
Director
Company registration number 12794390 (England and Wales)
CONSTELLIA PRIVATE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024
- 2 -
Called up share capital
Profit and loss reserves
Total
Note
£
£
£
As restated for the period ended 31 October 2022:
Balance at 1 November 2021
1
-
0
1
Year ended 31 October 2022:
As previously reported:
Loss and total comprehensive expense
-
(9,207)
(9,207)
Effect of prior year restatement
3
-
1,207
1,207
As restated:
Loss and total comprehensive expense
-
(8,000)
(8,000)
Balance at 31 October 2022
1
(8,000)
(7,999)
Period ended 31 March 2024:
Loss and total comprehensive expense
-
(883,677)
(883,677)
Balance at 31 March 2024
1
(891,677)
(891,676)
CONSTELLIA PRIVATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
- 3 -
1
Accounting policies
Company information

Constellia Private Limited (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.

1.1
Reporting period

The accounting reference date of the company has been changed from 31 October to 31 March, to align with the 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 figures presented in the financial statements will not be 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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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.

The comparative financial statements 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 November 2022. The reported financial position and financial performance for the previous period are not affected by the transition to FRS 102.

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. The company also relies on the continued support from fellow profitable group companies. At the reporting date, the company owed £867,412 (2022: £322,736) to fellow group companies. 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.

1.5
Cash and cash equivalents

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

CONSTELLIA PRIVATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 4 -
1.6
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, 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.

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.

CONSTELLIA PRIVATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 5 -
Basic financial liabilities

Basic financial liabilities, including trade and other creditors, and amounts owed to group undertakings, 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.

1.7
Equity instruments

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

1.8
Taxation

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

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.

1.9
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.

1.10
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. Differences between contributions payable in the financial year and contributions actually paid are included as other creditors.

CONSTELLIA PRIVATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 6 -
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.

3
Prior period adjustment

During the period, 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 further below:

Changes to the balance sheet
As previously reported
Adjustment
As restated at 31 Oct 2022
£
£
£
Current assets
Debtors due within one year
266,679
9,645
276,324
Creditors due within one year
Other creditors
(549,383)
(8,438)
(557,821)
Net assets
(9,206)
1,207
(7,999)
Capital and reserves
Profit and loss reserves
(9,207)
1,207
(8,000)
Changes to the profit and loss account
As previously reported
Adjustment
As restated
Year ended 31 October 2022
£
£
£
Turnover
736,535
9,645
746,180
Cost of sales
(691,871)
(4,888)
(696,759)
Administrative expenses
(53,873)
(3,550)
(57,423)
Loss for the financial period
(9,207)
1,207
(8,000)
CONSTELLIA PRIVATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 7 -
4
Employees

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

2024
2022
Number
Number
Total
-
0
2

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 to the company in proportion to the time spent working on the company.

5
Debtors
31 March
31 October
2024
2022
(as restated)
Amounts falling due within one year:
£
£
Trade debtors
383,481
247,642
Other debtors
181,612
28,682
565,093
276,324
6
Creditors: amounts falling due within one year
31 March
31 October
2024
2022
(as restated)
£
£
Trade creditors
570,363
194,086
Amounts owed to group undertakings
867,412
322,736
Taxation and social security
55,094
-
0
Other creditors
132,958
40,999
1,625,827
557,821
7
Called up share capital
31 March
31 October
31 March
31 October
2024
2022
2024
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary £1 share
1
1
1
1
CONSTELLIA PRIVATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 8 -
8
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is qualified and includes the following:

Disclaimer of opinion on financial statements

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.

Senior Statutory Auditor:
Stephen Howard Neal
Statutory Auditor:
Shaw Gibbs (Audit) Limited
Date of audit report:
9 July 2025
9
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.

CONSTELLIA PRIVATE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
9
Related party transactions
(Continued)
- 9 -

The following amounts were outstanding at the reporting end date:

31 March
31 October
2024
2022
Amounts due to related parties
£
£
Companies under common control
387,221
278,494

Amounts owed to related parties arose from transactions relating to both companies' principal trade. The balances are unsecured, do not bear interest and are repayable on demand.

10
Parent company

Constellia Limited is the parent company, ultimate parent company, and the smallest and largest group to prepare consolidated financial statements that include the results of Constellia Private Limited. Copies of the financial statements are available from the registered office address: 2nd floor, 201 Great Portland Street, London, England, W1W 5AB.

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