Company registration number 07663015 (England and Wales)
CONSTANTINE WIND ENERGY LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONSTANTINE WIND ENERGY LIMITED
COMPANY INFORMATION
Directors
DL Akers-Douglas
JCS Chenevix-Trench
AL de Normann
TP French
BJA Hutt
GC Peck
Company number
07663015
Registered office
First Floor, River Court
The Old Mill Office Park
Mill Lane
Godalming
Surrey
GU7 1EZ
Auditor
Azets Audit Services
Bulman House
Regent Centre
Gosforth
Newcastle upon Tyne
NE3 3LS
CONSTANTINE WIND ENERGY LIMITED
CONTENTS
Page
Strategic Report
1 - 2
Directors' Report
3 - 4
Directors' Responsibilities Statement
5
Independent Auditor's Report
6 - 8
Group Profit and Loss Account
9
Group Statement of Comprehensive Income
10
Group Balance Sheet
11 - 12
Company Balance Sheet
13
Group Statement of Changes in Equity
14
Company Statement of Changes in Equity
15
Group Statement of Cash Flows
16
Notes to the Financial Statements
17 - 37
CONSTANTINE WIND ENERGY LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Principal activities

The principal activity of the group is electricity generation from its wind turbines.

Review of the business

The results of the year ended 31 December 2024 are set out in the Group Profit and Loss Account and Group Statement of Comprehensive Income on pages 9 and 10.

The group made a profit before tax of £11,720,708 for the year ended 31 December 2024 (2023 - £6,389,982) on revenue of £29,717,221 (2023 - £22,332,500).

The improvement in profit before tax was largely due to increased revenue within the continuing business, which resulted from a greater turbine performance as the effects of COVID-19 diminished and service levels by operations and maintenance providers improved, as well as increases in both electricity prices and the Feed-in-Tariff.  In addition, the group continued to grow through targeted turbine acquisitions.

 

Interim dividends of £3.0m (2023 - £1.0m) were paid to shareholders during the year with a further final dividend declared of £6.9m (2023 - £2.4m).

Aligning accounting policies within the wider group, of which the Company and its subsidiaries are part, requires tangible assets to be recognised at cost, less accumulated depreciation and impairment losses.  The carrying value of the assets at the year ended 31 December 2024, within the Company’s underlying subsidiaries, includes £46,785,733 (2023 - £51,523,431) of revaluation reserve from historic cost to fair value which is not recognised on consolidation.

Principal risks and uncertainties

The directors regularly review the operational, financial and external risks of the group. The principal risks are considered to be:

 

 

 

CONSTANTINE WIND ENERGY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

 

 

 

Key performance indicators

The group's key operational performance indicator is the percentage of time that each turbine is available for generation and the overall level of power performance of each turbine against budgeted production.

 

The group's key financial performance indicator is the revenue generated from the sale of electricity as well as income earned under the Feed-in-Tariffs.

Other information and explanations

The group intends to continue actively managing its portfolio of wind assets, including repowering certain sites where there is the opportunity and financial return to do so, as well as pursue new development opportunities. Due to the Russia-Ukraine conflict, power prices had initially increased substantially and the group took the opportunity to lock in those higher prices out to March 2025. Power prices have subsequently settled back and the group will continue to place power contracts at times when it believes best value can be obtain for the period post March 2026. In the event of further decreases in power prices the group is largely protected by its ability to place contracts under the Export Tariff. Cost inflation for parts and labour, as well as availability of parts for certain older turbine models, will continue to impact the group, but the directors are of the view that, given continued reasonable market conditions, the group should continue to grow in revenue and profitability.

Approved and authorised for issue by the Board on 30 June 2025 and signed on its behalf by:
TP French
Director
CONSTANTINE WIND ENERGY LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

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

Results and dividends

The results for the year are set out on page 9.

Interim dividends of £3.0m (2023: £1.0m) were paid to the shareholders during the year with a further final dividend declared of £6.9m (2023 - £2.4m).

Directors

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

DL Akers-Douglas
JCS Chenevix-Trench
AL de Normann
TP French
BJA Hutt
GC Peck
Financial instruments
Objectives and policies

The group finances its activities with a combination of bank loans and cash and short-term deposits. Other financial assets and liabilities, such as trade debtors and trade creditors, arise directly from the group's operating activities. The group also enters derivative transactions principally interest rate swaps which are used to manage the interest rate risk arising from the group's sources of finance and an inflation swap to secure attractive financing terms against a portfolio of turbines with inflation linked FiT revenues. The group does not trade in financial instruments.

Financial risk management

The group and company's risk management policies are established to identify and analyse the risk faced by the group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the group’s activities.

 

The main risks associated with the group’s financial instruments have been identified as credit risk and liquidity risk. The main risk associated with the company's financial instruments has been identified as liquidity risk. All financial instruments are denominated in pound sterling and therefore there is no exchange rate risk.

 

Credit risk

Credit risk is the risk of financial loss if a customer or counterparty fails to meet its contractual obligations and arises from the group’s trade debtors due from customers and the company's amounts due from related parties. The directors consider the group and company’s exposure to credit risk to be acceptable and normal for an entity of its size as the majority of the company’s financial assets comprise amounts due from group undertakings.

 

Liquidity risk

Liquidity risk is the risk that the group and company will not be able to meet its financial obligations as they fall due. The group and company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk damage to the company’s reputation, by monitoring existing facilities and cashflows against forecast requirements.

CONSTANTINE WIND ENERGY LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Going concern

The financial statements have been prepared on a going concern basis.

 

The group meets its day to day working capital requirements through cash generated from operations and finances its activities through bank loan facilities as noted above. Further details are given in note 1.

The group’s forecasts and projections for the next twelve months show that the group should be able to continue in operational existence for that period, taking into account reasonable possible changes in trading performance and the potential impact on the business of possible future scenarios arising from the impact on the economy of the ongoing high levels of inflation. In the directors’ assessment they have considered the effectiveness of available measures to assist in mitigating any impact of the effect of cost increases and delays in repairs.

 

Consequently after making enquiries, the directors have a reasonable expectation that the group has adequate financial resources to continue in operational existence for at least twelve months from the date of signing the financial statements and therefore the directors believe it remains appropriate to prepare the financial statements on a going concern basis.

Statement of disclosure to auditor

Each of the directors has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Auditor

The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Approved and authorised for issue by the Board on
30 June 2025
30 June 2025
and signed on its behalf by:
TP French
Director
CONSTANTINE WIND ENERGY LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -

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.

CONSTANTINE WIND ENERGY LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CONSTANTINE WIND ENERGY LIMITED
- 6 -
Opinion

We have audited the financial statements of Constantine Wind Energy Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the Group Profit and Loss Account,

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).

In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

 

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

CONSTANTINE WIND ENERGY LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CONSTANTINE WIND ENERGY LIMITED
- 7 -
Matters on which we are required to report by exception

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.

 

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

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

We identified the following applicable laws and regulations as those most likely to have a material impact on the financial statements: Health and Safety; compliance with the UK Companies Act and tax legislation.

CONSTANTINE WIND ENERGY LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CONSTANTINE WIND ENERGY LIMITED
- 8 -

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

Owing to 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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

Sarah Simpson BSc BFP FCA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
30 June 2025
Chartered Accountants
Statutory Auditor
Bulman House
Regent Centre
Gosforth
Newcastle upon Tyne
NE3 3LS
CONSTANTINE WIND ENERGY LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
29,717,221
22,332,500
Cost of sales
(7,799,883)
(6,766,010)
Gross profit
21,917,338
15,566,490
Administrative expenses
(7,163,848)
(6,557,560)
Exceptional item
4
(237,658)
-
0
Operating profit
5
14,515,832
9,008,930
Interest receivable and similar income
9
240,360
226,475
Interest payable and similar expenses
10
(3,035,484)
(2,845,423)
Profit before taxation
11,720,708
6,389,982
Tax on profit
11
(2,919,038)
(1,801,266)
Profit for the financial year
8,801,670
4,588,716
Profit for the financial year is attributable to:
- Owners of the parent company
8,806,396
4,574,356
- Non-controlling interests
(4,726)
14,360
8,801,670
4,588,716

The above results were derived from continuing operations.

CONSTANTINE WIND ENERGY LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
£
£
Profit for the year
8,801,670
4,588,716
Other comprehensive income
Cash flow hedges gain/(loss) arising in the year
768,812
(388,498)
Tax relating to other comprehensive income
(192,203)
97,125
Other comprehensive income for the year
576,609
(291,373)
Total comprehensive income for the year
9,378,279
4,297,343
Total comprehensive income for the year is attributable to:
- Owners of the parent company
9,383,005
4,282,983
- Non-controlling interests
(4,726)
14,360
9,378,279
4,297,343
CONSTANTINE WIND ENERGY LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
13
4,124,790
4,433,668
Negative goodwill
13
(2,193,962)
(2,400,945)
Net goodwill
1,930,828
2,032,723
Other intangible assets
13
1,434,643
1,584,278
Total intangible assets
3,365,471
3,617,001
Tangible assets
14
54,316,799
54,159,988
Other financial assets
15
1,125,017
1,068,053
58,807,287
58,845,042
Current assets
Stock
18
795,666
643,232
Debtors
19
12,943,564
12,967,196
Cash at bank and in hand
9,680,791
5,492,757
23,420,021
19,103,185
Creditors: amounts falling due within one year
20
(23,624,918)
(13,727,187)
Net current (liabilities)/assets
(204,897)
5,375,998
Total assets less current liabilities
58,602,390
64,221,040
Creditors: amounts falling due after more than one year
21
(89,954,438)
(97,337,731)
Provisions for liabilities
Provisions
23
85,558
85,558
Deferred tax liability
24
2,475,086
214,722
(2,560,644)
(300,280)
Net liabilities
(33,912,692)
(33,416,971)
Capital and reserves
Called up share capital
26
1,882,354
1,882,354
Share premium account
217,647
217,647
Hedging reserve
27
(8,010,587)
(8,587,196)
Capital redemption reserve
11
11
Profit and loss reserves
(28,071,771)
(27,004,167)
Equity attributable to owners of the parent company
(33,982,346)
(33,491,351)
Non-controlling interests
69,654
74,380
(33,912,692)
(33,416,971)
CONSTANTINE WIND ENERGY LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2024
31 December 2024
- 12 -
The financial statements were approved by the board of directors and authorised for issue on 30 June 2025 and are signed on its behalf by:
30 June 2025
TP French
Director
Company registration number 07663015 (England and Wales)
CONSTANTINE WIND ENERGY LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 13 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
14
30,188
80
Investments
15
13,223,831
13,223,831
13,254,019
13,223,911
Current assets
Stock
18
94,718
205,173
Debtors
19
4,537,565
3,613,510
Cash at bank and in hand
4,368,497
2,669,728
9,000,780
6,488,411
Creditors: amounts falling due within one year
20
(13,496,826)
(4,139,324)
Net current (liabilities)/assets
(4,496,046)
2,349,087
Total assets less current liabilities
8,757,973
15,572,998
Provisions for liabilities
Deferred tax liability
24
1,201
-
0
(1,201)
-
Net assets
8,756,772
15,572,998
Capital and reserves
Called up share capital
26
1,882,354
1,882,354
Share premium account
217,647
217,647
Capital redemption reserve
11
11
Profit and loss reserves
6,656,760
13,472,986
Total equity
8,756,772
15,572,998

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 £3,057,774 (2023 - £4,642,682).

The financial statements were approved by the board of directors and authorised for issue on 30 June 2025 and are signed on its behalf by:
30 June 2025
TP French
Director
Company registration number 07663015 (England and Wales)
CONSTANTINE WIND ENERGY LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
Share capital
Share premium account
Hedging reserve
Capital redemption reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
£
£
Balance at 1 January 2023
1,882,354
217,647
(8,295,823)
11
(28,178,523)
(34,374,334)
-
(34,374,334)
Year ended 31 December 2023:
Profit for the year
-
-
-
-
4,574,356
4,574,356
14,360
4,588,716
Other comprehensive income:
Cash flow hedges gains
-
-
(388,498)
-
-
(388,498)
-
(388,498)
Tax relating to other comprehensive income
-
-
97,125
-
-
0
97,125
-
97,125
Total comprehensive income
-
-
(291,373)
-
4,574,356
4,282,983
14,360
4,297,343
Dividends
12
-
-
-
-
(3,400,000)
(3,400,000)
(401,677)
(3,801,677)
Acquisition of subsidiary
-
-
-
-
-
-
461,697
461,697
Balance at 31 December 2023
1,882,354
217,647
(8,587,196)
11
(27,004,167)
(33,491,351)
74,380
(33,416,971)
Year ended 31 December 2024:
Profit for the year
-
-
-
-
8,806,396
8,806,396
(4,726)
8,801,670
Other comprehensive income:
Cash flow hedges gains
-
-
768,812
-
-
768,812
-
768,812
Tax relating to other comprehensive income
-
-
(192,203)
-
-
0
(192,203)
-
(192,203)
Total comprehensive income
-
-
576,609
-
8,806,396
9,383,005
(4,726)
9,378,279
Dividends
12
-
-
-
-
(9,874,000)
(9,874,000)
-
(9,874,000)
Balance at 31 December 2024
1,882,354
217,647
(8,010,587)
11
(28,071,771)
(33,982,346)
69,654
(33,912,692)
CONSTANTINE WIND ENERGY LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2023
1,882,354
217,647
11
12,230,304
14,330,316
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
-
4,642,682
4,642,682
Dividends
12
-
-
-
(3,400,000)
(3,400,000)
Balance at 31 December 2023
1,882,354
217,647
11
13,472,986
15,572,998
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
-
3,057,774
3,057,774
Dividends
12
-
-
-
(9,874,000)
(9,874,000)
Balance at 31 December 2024
1,882,354
217,647
11
6,656,760
8,756,772
CONSTANTINE WIND ENERGY LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
32
20,291,516
14,206,210
Income taxes paid
(88,728)
(39,522)
Net cash inflow from operating activities
20,202,788
14,166,688
Investing activities
Purchase of tangible fixed assets
(5,571,001)
(1,266,141)
Proceeds from disposal of tangible fixed assets
-
38,543
Proceeds from disposal of subsidiaries, net of cash disposed
-
(128,894)
Interest received
240,360
226,475
Net cash used in investing activities
(5,330,641)
(1,130,017)
Financing activities
Cash on long term deposit held as collateral
265,806
(120,786)
Repayment of bank loans
(6,888,408)
(6,701,319)
Interest paid
(3,061,511)
(2,876,179)
Dividends paid to equity shareholders
(1,000,000)
(3,401,677)
Net cash used in financing activities
(10,684,113)
(13,099,961)
Net increase/(decrease) in cash and cash equivalents
4,188,034
(63,290)
Cash and cash equivalents at beginning of year
5,492,757
5,556,047
Cash and cash equivalents at end of year
9,680,791
5,492,757
CONSTANTINE WIND ENERGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
1
Accounting policies
Company information

Constantine Wind Energy Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales.

 

The address of its registered office is First Floor, River Court, The Old Mill Office Park, Mill Lane, Godalming, Surrey GU7 1EZ.

 

The group consists of Constantine Wind Energy Limited and all of its subsidiaries.

1.1
Statement of compliance

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.

1.2
Basis of preparation

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

1.3
Summary of disclosure exemptions

The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102:

 

(a) No separate cash flow statement has been presented for the parent company.

(c) Disclosures in respect of financial instruments have not been presented.

(d) Disclosure has not been repeated for the aggregate remuneration of key management personnel.

 

The parent company has taken advantage of the exemption available under paragraph 33.1A of FRS 102 and does not disclose related party transactions with members of the same group that are wholly owned.

1.4
Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2024.

 

A subsidiary is an entity controlled by the group. Control is achieved where the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

 

The results of subsidiaries acquired or disposed of during the year are included in the profit and loss account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

 

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

CONSTANTINE WIND ENERGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.

A joint venture is a contractual arrangement undertaking in which the group exercises joint control over the operating and financial policies of the entity. Where the joint venture is carried out through an entity, it is treated as a jointly controlled entity. The group’s share of the profits less losses of associates and of jointly controlled entities is included in the consolidated profit and loss account and its interest in their net assets is recorded on the balance sheet using the equity method.

Associates are those entities in which the group has significant influence, but not control, over the financial and operating policies. Significant influence is presumed to exist when the group holds between 20 and 50 percent of the voting power of another entity.

1.5
Going concern

The group has recorded a profit before tax of £11.7m in the year ended 31 December 2024 and has net current liabilties of £4.3m at the year end (excluding non-current debtors), which includes £11.3m dividends due to shareholders. The shareholders have indicated that they will not seek repayment of this amount until such time as the company has the funds available to make such repayments. The group has a banking facility of £74.8m with Scottish Widows Limited agreed and drawn down. This facility is secured by charges over the assets of this wider banking group in favour of Lloyds Bank plc, acting as security agent for Scottish Widows Limited. The loan is repayable in semi-annual payments to 31 March 2038 and is subject to a fixed interest rate of 2.12%, for the life of the loan. The group also has a £10.4m loan with Santander UK plc until December 2027. This loan is secured by fixed and floating charges over the assets of the company in favour of Santander UK plc and is subject to interest at SONIA +2.10% with semi-annual capital and interest payments to 30 June 2027 and a final repayment on 31 December 2027.

The group manages its day to day working capital requirements through cash generated from operations and finances its activities through bank loan facilities.

The financial statements have been prepared on a going concern basis.

The group’s forecasts and projections for the next twelve months show that the group should be able to continue in operational existence for that period, taking into account reasonable possible changes in trading performance and the potential impact on the business of possible future scenarios arising from the impact on the economy of the ongoing high levels of inflation. In the directors’ assessment they have considered the effectiveness of available measures to assist in mitigating any impact of the effect of cost increases and delays in repairs.

Consequently after making enquiries, the directors have a reasonable expectation that the group has adequate financial resources to continue in operational existence for at least twelve months from the date of signing the financial statements and therefore the directors believe it remains appropriate to prepare the financial statements on a going concern basis.

1.6
Turnover

Turnover comprises the fair value of the consideration received or receivable in the ordinary course of the company’s activities net of value added tax and discounts. Turnover is derived from the sale of electricity generated by the group and provided under fixed price supply contracts and income earned under the Feed-in-Tariff. This turnover is recognised as supplied into the distribution network.

CONSTANTINE WIND ENERGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
1.7
Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

1.8
Taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

Current tax

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred tax

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements. Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

1.9
Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

1.10
Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Negative goodwill

Negative goodwill arising on the acquisition of an entity represents the excess of the deficit of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Negative goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Negative goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Negative goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

CONSTANTINE WIND ENERGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
1.11
Intangible assets

Intangible assets that are acquired by the company are stated at cost less accumulated amortisation and less accumulated impairment losses.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Licence rights
5% on cost straight line
1.12
Tangible fixed assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

 

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Plant and machinery
5% on cost straight line
Motor vehicles
33% on cost straight line
1.13
Fixed asset investments

Investments in subsidiaries are carried at cost less impairment in the company balance sheet.

1.14
Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

 

For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs.

 

The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.

 

For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.

1.15
Stock

Stock is stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stock is assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

CONSTANTINE WIND ENERGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 21 -
1.16
Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

1.17
Trade and other debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.

1.18
Trade and other creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

1.19
Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

1.20
Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

1.21

Dividends
Dividend distribution to the company’s shareholder is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

1.22
Provisions

A provision is recognised in the balance sheet when the group has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects risks specific to the liability.

CONSTANTINE WIND ENERGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 22 -
1.23
Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

1.24
Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Fixed payments made under operating leases are charged to the profit and loss account on a straight-line basis over the period of the lease. Payments made under operating leases whose rental is based either entirely or partially upon turnover generated by a specific asset are recognised in the profit and loss account in the period in which the turnover is earned.

1.25
Derivative financial instruments and hedging
Derivatives

Derivative financial instruments are recognised at fair value. The gain or loss on remeasurement to fair value is recognised immediately in the profit and loss account. However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on the nature of the item being hedged (see below).

Cash flow hedges

Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, or a highly probable forecast transaction, the effective part of any gain or loss on the derivative financial instrument is recognised directly in Other Comprehensive Income (“OCI”). Any ineffective portion of the hedge is recognised immediately in profit or loss.

 

For cash flow hedges, where the forecast transactions resulted in the recognition of a non-financial asset or non-financial liability, the hedging gain or loss recognised in OCI is included in the initial cost or other carrying amount of the asset or liability. Alternatively when the hedged item is recognised in the profit and loss account the hedging gain or loss is reclassified to the profit and loss account.

 

When a hedging instrument expires or is sold, terminated or exercised, or the entity discontinues designation of the hedge relationship but the hedged forecast transaction is still expected to occur, the cumulative gain or loss at that point remains in equity and is recognised in accordance with the above policy when the transaction occurs. If the hedged transaction is no longer expected to take place, the cumulative unrealised gain or loss recognised in equity is recognised immediately in the profit and loss account.

 

2
Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

 

The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows:

 

Non-recognition of a deferred tax asset - Deferred tax assets have not been recognised in full due to the uncertainty surrounding their future recovery.

CONSTANTINE WIND ENERGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 23 -
Key sources of estimation uncertainty

Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty which have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:

Useful economic lives of tangible assets and licence rights

The directors have applied a useful economic life of 20 years to tangible fixed assets and 20 years to licence rights and consider this to be appropriate based upon their expected lives.

3
Turnover
2024
2023
£
£
Turnover analysed by class of business
Sale of goods
28,853,685
21,598,533
Other revenue
863,536
733,967
29,717,221
22,332,500
4
Exceptional item
2024
2023
£
£
Expenditure
Exceptional item
237,658
-

The company paid £475k as a deposit for two turbines during the year. The supplier of the turbines has since gone into liquidation and discussions over the recovery of the funds are ongoing. Due to the uncertainty surrounding recovery of any funds the company has made the decision to provide against half of the deposit in these financial statements.

5
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses
2,668
3,173
Depreciation of owned tangible fixed assets
5,029,117
4,805,881
Profit on disposal of tangible fixed assets
-
(3,874)
Amortisation of intangible assets
251,530
184,673
Operating lease charges
2,943,866
2,315,492
Amortisation of arrangement fees
99,587
99,585
CONSTANTINE WIND ENERGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
10,160
9,585
Audit of the financial statements of the company's subsidiaries
92,310
87,085
102,470
96,670
For other services
Taxation compliance services
59,370
56,045
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
Directors
6
6
6
6
Administration and support
8
7
8
7
Total
14
13
14
13

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
1,198,856
809,209
1,198,856
809,209
Social security costs
107,662
90,775
107,662
90,775
Pension costs
44,552
33,410
44,552
33,410
1,351,070
933,394
1,351,070
933,394
8
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
451,371
435,768
Company pension contributions to defined contribution schemes
14,626
14,176
465,997
449,944
CONSTANTINE WIND ENERGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
8
Directors' remuneration
(Continued)
- 25 -
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
351,897
237,738
Company pension contributions to defined contribution schemes
7,560
5,176

The key management of the group are considered to be the directors of Constantine Wind Energy Limited whose remuneration is stated above and the finance director. Total key management remuneration, including employers national insurance and pension is £668,355.

9
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
240,360
162,016
Other interest income
-
64,459
Total income
240,360
226,475
10
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
3,035,484
2,845,276
Other interest on financial liabilities
-
147
Total finance costs
3,035,484
2,845,423
11
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
850,565
88,297
Tax relating to prior year adjustments recognised in profit or loss
312
-
0
Total current tax
850,877
88,297
CONSTANTINE WIND ENERGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Taxation
2024
2023
£
£
(Continued)
- 26 -
Deferred tax
Origination and reversal of timing differences
2,084,938
1,492,588
Changes in tax rates
-
0
55,722
Adjustment in respect of prior periods
(16,777)
164,659
Total deferred tax
2,068,161
1,712,969
Total tax charge
2,919,038
1,801,266

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

2024
2023
£
£
Profit before taxation
11,720,708
6,389,982
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
2,930,177
1,502,924
Tax effect of expenses that are not deductible in determining taxable profit
170,384
58,630
Tax effect of income not taxable in determining taxable profit
(95,703)
-
0
Change in unrecognised deferred tax assets
(69,355)
19,331
Adjustments in respect of prior years
312
-
0
Effect of change in corporation tax rate
-
55,722
Deferred tax adjustments in respect of prior years
(16,777)
164,659
Taxation charge
2,919,038
1,801,266

In addition to the amount charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

2024
2023
£
£
Deferred tax arising on:
Revaluation of financial instruments treated as cash flow hedges
192,203
(97,125)
CONSTANTINE WIND ENERGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
12
Dividends
2024
2023
£
£
Dividends of £0.52 (2023 - £0.18) per ordinary share
9,874,000
3,400,000

Final dividends declared but not paid of £8.874m (2023 - £2.4m) are included in other creditors at the year end.

13
Intangible fixed assets
Group
Goodwill
Negative goodwill
Licence rights
Total
£
£
£
£
Cost
At 1 January 2024 and 31 December 2024
5,154,703
(3,259,678)
2,830,078
4,725,103
Amortisation and impairment
At 1 January 2024
721,035
(858,733)
1,245,800
1,108,102
Amortisation charged for the year
308,878
(206,983)
149,635
251,530
At 31 December 2024
1,029,913
(1,065,716)
1,395,435
1,359,632
Carrying amount
At 31 December 2024
4,124,790
(2,193,962)
1,434,643
3,365,471
At 31 December 2023
4,433,668
(2,400,945)
1,584,278
3,617,001
The company had no intangible fixed assets at 31 December 2024 or 31 December 2023.

Licence rights represent amounts paid to secure electricity generation rights.

 

There are charges over certain of the group's leasehold interests, in favour of funders, for all amounts due to them.

 

The amortisation of goodwill and negative goodwill is recognised in administrative expenses.

CONSTANTINE WIND ENERGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
14
Tangible fixed assets
Group
Assets under construction
Plant and machinery
Motor vehicles
Total
£
£
£
£
Cost
At 1 January 2024
778,846
85,869,984
80
86,648,910
Additions
393,438
5,147,047
30,516
5,571,001
Disposals
-
0
(384,665)
(408)
(385,073)
At 31 December 2024
1,172,284
90,632,366
30,188
91,834,838
Depreciation and impairment
At 1 January 2024
-
0
32,488,922
-
0
32,488,922
Depreciation charged in the year
-
0
5,029,117
-
0
5,029,117
At 31 December 2024
-
0
37,518,039
-
0
37,518,039
Carrying amount
At 31 December 2024
1,172,284
53,114,327
30,188
54,316,799
At 31 December 2023
778,846
53,381,062
80
54,159,988
Company
Motor vehicles
£
Cost
At 1 January 2024
80
Additions
30,516
Disposals
(408)
At 31 December 2024
30,188
Depreciation and impairment
At 1 January 2024 and 31 December 2024
-
0
Carrying amount
At 31 December 2024
30,188
At 31 December 2023
80

There are charges over certain of the group's plant and machinery in favour of external finance providers, for all amounts due to them.

CONSTANTINE WIND ENERGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 29 -
15
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
16
-
0
-
0
13,223,831
13,223,831
Other financial assets
1,125,017
1,068,053
-
0
-
0
1,125,017
1,068,053
13,223,831
13,223,831
Movements in fixed asset investments
Group
Shares in
Other financial assets
Total
£
£
£
Cost or valuation
At 1 January 2024
-
1,068,053
1,068,053
Valuation changes
-
56,964
56,964
(229,480)
-
(229,480)
At 31 December 2024
(229,480)
1,125,017
895,537
Carrying amount
At 31 December 2024
(229,480)
1,125,017
895,537
At 31 December 2023
-
1,068,053
1,068,053
Error! Does not agree to TB:
-
1,125,017
1,125,017
Difference
(229,480)
-
(229,480)
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024 and 31 December 2024
13,223,831
Carrying amount
At 31 December 2024
13,223,831
At 31 December 2023
13,223,831
16
Subsidiaries

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

CONSTANTINE WIND ENERGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
16
Subsidiaries
(Continued)
- 30 -
Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
CWE Endurance Limited
UK
Operation of wind turbines
Ordinary
0
100.00
CWE Northwind Limited
UK
Operation of wind turbines
Ordinary
0
100.00
CWE Norwin Limited
UK
Operation of wind turbines
Ordinary
0
100.00
CWE DS Limited
UK
Operation of wind turbines
Ordinary
0
100.00
CWE NW3 Limited
UK
Operation of wind turbines
Ordinary
0
100.00
CWE X Limited
UK
Operation of wind turbines
Ordinary
0
100.00
CWE Belhus Limited
UK
Operation of wind turbines
Ordinary
0
100.00
Lochend Wind Energy Limited
UK
Operation of wind turbines
Ordinary
100.00
-
CWE WH Limited
UK
Operation of wind turbines
Ordinary
20.00
80.00
Gardrum Farm Wind Energy Limited
UK
Operation of wind turbines
Ordinary
0
100.00
CWE V27 Limited
UK
Operation of wind turbines
Ordinary
0
100.00
CWE RTW Limited
UK
Operation of wind turbines
Ordinary
0
100.00
CWE WTN Limited
UK
Operation of wind turbines
Ordinary
0
100.00
CWE WUK Limited
UK
Operation of wind turbines
Ordinary
0
100.00
CWE Struan Limited
UK
Operation of wind turbines
Ordinary
0
100.00
CWE Meikle Float Limited
UK
Operation of wind turbines
Ordinary
0
100.00
CWE Airdrie Limited
UK
Operation of wind turbines
Ordinary
0
100.00
CWE Jacobshall Limited
UK
Operation of wind turbines
Ordinary
0
99.90
CWE Gardrum Limited
UK
Operation of wind turbines
Ordinary
0
100.00
CWE Donaldson Limited
UK
Operation of wind turbines
Ordinary
0
100.00
Monan Wind Company Limited
UK
Operation of wind turbines
Ordinary
0
100.00
Windflow Hammer Limited
UK
Dormant
Ordinary
0
100.00
CWE Endure Limited
UK
Operation of wind turbines
Ordinary
0
100.00
CWE Vestas Limited
UK
Operation of wind turbines
Ordinary
100.00
-
Logoch Windfarm Ltd
UK
Dormant
Ordinary
100.00
-
CWE A Limited
UK
Holding company
Ordinary
0
100.00
CWE B Limited
UK
Holding company
Ordinary
0
100.00
CWE Turbines Limited
UK
Operation of wind turbines
Ordinary
100.00
-
CWE Lochend Limited
UK
Development of wind turbines
Ordinary
100.00
-
CONSTANTINE WIND ENERGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
16
Subsidiaries
Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
(Continued)
- 31 -
Wind Harvest Limited
UK
Development of wind turbines
Ordinary
80.00
-

The registered address for all subsidiaries is First Floor, River Court, The Old Mill Office Park, Mill Lane, Godalming, Surrey GU7 1EZ, with the exception of Lochend Wind Energy Limited, Gardrum Farm Wind Energy Limited and Monan Wind Company Limited which are registered at 25 Back O Barns, Hamilton, Lanarkshire, Scotland ML3 6BG, and Logoch Windfarm Ltd which is Unit 2 Easter Inch Road, Easter Inch Industrial Estate, Bathgate EH48 2FH and Wind Harvest Limited which is Corrary Farm, Glenelg, Kyle IV40 8JX.

 

All subsidiaries are incorporated in England and Wales with the exception of Wind Harvest Limited, Lochend Wind Energy Limited, Gardrum Farm Wind Energy Limited, Monan Wind Company Limited and Logoch Windfarm Ltd which are incorporated in Scotland.

17
Financial instruments
Group
Company
2024
2023
2024
2023
£
£
£
£
Carrying amount of financial assets
Instruments measured at fair value through profit or loss
1,127,017
1,068,053
-
-
Carrying amount of financial liabilities
Measured at fair value through profit or loss
- Other financial liabilities
12,170,066
12,881,913
-
-

Other financial assets/ liabilities includes an interest rate swap in favour of Lochend Wind Energy Limited in respect of the bank loan from Santander, used to manage interest rate risk, designated as fair value through the hedging reserve. The fair value at the year end of £1,127,017 asset (2023 - £1,068,053 asset) is based on a mid-market marked to market valuation. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The valuation of this instrument fluctuates on a daily basis.

 

Other financial liabilities also includes an inflation rate swap in favour of CWE B Limited, taken out as a condition of the refinancing and used to manage the inflation linked revenue received in its subsidiaries, which is designated as fair value through the hedging reserve on consolidation. The fair value at the year end is £12,170,066 (2023 - £12,881,913) is based on a mid-market marked to market valuation. The valuation of this instrument fluctuates on a daily basis.

18
Stock
Group
Company
2024
2023
2024
2023
£
£
£
£
Raw materials and consumables
795,666
643,232
94,718
205,173
CONSTANTINE WIND ENERGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 32 -
19
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
142,964
44,758
9,230
609
Group relief receivable
-
-
387,089
148,070
Amounts owed by group undertakings
-
-
3,145,816
2,089,524
Other debtors
1,045,027
1,674,975
840,485
1,206,599
Prepayments and accrued income
7,695,421
6,921,505
154,945
3,525
8,883,412
8,641,238
4,537,565
3,448,327
Deferred tax asset (note 24)
-
0
-
0
-
0
165,183
8,883,412
8,641,238
4,537,565
3,613,510
Amounts falling due after more than one year:
Other debtors
4,060,152
4,325,958
-
0
-
0
Total debtors
12,943,564
12,967,196
4,537,565
3,613,510

Group

£4,060,152 (2023 - £4,325,958) of non-current other debtors comprises £401,633 (2023 - £378,963) which represent restoration bonds due back on the decommissioning of turbine sites and £3,658,519 (2023 - £3,946,995) of cash held as collateral in favour of Scottish Widows Limited in respect of bank borrowings in place at year end.

20
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
22
6,671,446
6,787,787
-
0
-
0
Trade creditors
954,567
956,107
311,318
112,525
Amounts owed to group undertakings
154,778
169,020
221,999
71,072
Corporation tax payable
850,512
88,363
-
0
-
0
Other taxation and social security
293,096
258,274
45,515
98,009
Dividends payable
11,274,000
2,400,000
11,274,000
2,400,000
Other creditors
1,469,958
1,488,976
1,448,275
1,410,838
Accruals and deferred income
1,956,561
1,578,660
195,719
46,880
23,624,918
13,727,187
13,496,826
4,139,324
CONSTANTINE WIND ENERGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 33 -
21
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
22
77,784,372
84,455,818
-
0
-
0
Derivative financial instruments
12,170,066
12,881,913
-
0
-
0
89,954,438
97,337,731
-
-
22
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
84,455,818
91,243,605
-
0
-
0
Payable within one year
6,671,446
6,787,787
-
0
-
0
Payable after one year
77,784,372
84,455,818
-
0
-
0

Borrowings - Scottish Widows

At the start of 2021, a new group banking facility of £96.2m with Scottish Widows Limited was agreed and drawn down by CWE B Limited as head of the new banking facility group. This facility now stands at £74.8m at 31 December 2024. It is secured by charges over the assets of the wider banking group in favour of Scottish Widows Limited, is repayable in semi-annual instalments to 31 March 2038 and is subject to a fixed interest rate of 2.12% for the life of the loan.

Offset against this bank loan is £682,886 (2023 - £751,209) in respect of loan arrangement fees not amortised.

The amount falling due after more than five years is £44,128,754 (2023 - £50,821,997).

Borrowings - Santander

Lochend Wind Energy Limited has a loan of £10.4m from Santander UK plc until December 2027. The loan is secured by a fixed and floating charge over the assets of the company in favour of Santander UK plc and is subject to interest at SONIA + 2.10% with semi-annual capital and interest payments to 30 June 2027 and a final repayment on 31 December 2027. There is an interest rate swap in place for the whole of the loan subject to a fixed rate of interest of 3.70%.

Offset against the bank loan is £92,634 (2023 - £123,930) in respect of loan arrangement fees not amortised.

The amount falling due after more than five years is £nil (2023 - £nil).

CONSTANTINE WIND ENERGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 34 -
23
Provisions for liabilities
Group
Company
2024
2023
2024
2023
£
£
£
£
Other provisions
85,558
85,558
-
-
Movements on provisions:
Group
£
At 1 January 2024 and 31 December 2024
85,558
24
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£
£
£
£
Accelerated tax depreciation
6,140,407
6,074,596
-
-
Tax losses carry-forwards
(873,412)
(2,905,863)
-
-
Revaluation of cashflow hedges
(2,761,808)
(2,954,011)
-
-
Short term timing differences
(30,101)
-
-
-
2,475,086
214,722
-
-
Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Company
£
£
£
£
Accelerated tax depreciation
1,398
-
-
(20)
Tax losses carry-forwards
-
-
-
164,656
Short term timing differences
(197)
-
-
547
1,201
-
-
165,183
CONSTANTINE WIND ENERGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
24
Deferred taxation
(Continued)
- 35 -
Group
Company
2024
2024
Movements in the year:
£
£
Liability/(Asset) at 1 January 2024
214,722
(165,183)
Charge to profit or loss
2,068,161
166,384
Charge to other comprehensive income
192,203
-
Liability at 31 December 2024
2,475,086
1,201

There are £1,582,154 (2023: £1,716,517) of unused tax losses for which no deferred tax asset is recognised in the balance sheet.

 

The unprovided deferred tax asset has not been recognised due to uncertainty surrounding its future recovery.

25
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
44,552
33,410

The group operates a defined contribution pension scheme. Contributions totalling £1,418 (2023 - £2,190) were payable to the scheme at the end of the year and are included in creditors.

26
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 10p each
18,823,542
18,823,542
1,882,354
1,882,354
27
Hedging reserve
Group
2024
2023
£
£
At the beginning of the year
(8,587,196)
(8,295,823)
Gains and losses on cash flow hedges
768,812
(388,498)
Tax on gains and losses on cash flow hedges
(192,203)
97,125
At the end of the year
(8,010,587)
(8,587,196)
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments relating to hedged transactions that have not yet occured.
CONSTANTINE WIND ENERGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 36 -
28
Operating lease commitments
Lessee

Operating leases whose rental payments are based either entirely or partially upon turnover generated by a specific asset are recognised in the profit and loss in the period in which the turnover is earned.

 

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

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
1,036,572
924,802
-
-
Between two and five years
743,806
677,265
-
-
In over five years
725,156
731,069
-
-
2,505,534
2,333,136
-
-
29
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2024
2023
2024
2023
£
£
£
£
Acquisition of tangible fixed assets
371,997
-
371,997
-
30
Related party transactions

During the year, management charges totalling £30,000 (2023 - £30,000) were incurred from Constantine Group Limited. At the year end, the balance outstanding was £9,464 (2023 - £13,568).

31
Controlling party

At the year end each of Constantine Energy Limited and Jemm Capital Limited own 50% of the ordinary shares of Constantine Wind Energy Limited.

The ultimate controlling party is Constantine Group Limited and Jemm Capital Limited in so much as the act in concert.

CONSTANTINE WIND ENERGY LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 37 -
32
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
8,801,670
4,588,716
Adjustments for:
Taxation charged
2,919,038
1,801,266
Finance costs
3,035,484
2,845,423
Investment income
(240,360)
(226,475)
Loan amortisation fees
99,585
99,585
Gain on disposal of tangible fixed assets
-
(3,874)
Amortisation and impairment of intangible assets
251,530
184,673
Depreciation and impairment of tangible fixed assets
5,029,117
4,805,881
Movements in working capital:
Decrease in stock
232,639
171,544
(Increase) in debtors
(242,174)
(726,799)
Increase in creditors
404,987
666,270
Cash generated from operations
20,291,516
14,206,210
33
Analysis of changes in net debt - group
1 January 2024
Cash flows
Non cash changes
31 December 2024
£
£
£
£
Cash at bank and in hand
5,492,757
4,188,034
-
9,680,791
Borrowings excluding overdrafts
(91,243,605)
6,813,814
(26,027)
(84,455,818)
(85,750,848)
11,001,848
(26,027)
(74,775,027)
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