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REG - Connect M77/GSO PLC - Annual Financial Report

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RNS Number : 5001T  Connect M77/GSO PLC  31 July 2025

For signed version of this document, please see following link.

http://www.rns-pdf.londonstockexchange.com/rns/5001T_1-2025-7-31.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/5001T_1-2025-7-31.pdf)

Registration number: 04698798

 

Connect M77/GSO PLC

 

Annual Report and Financial Statements

 

for the Year Ended 31 March 2025

Connect M77/GSO PLC

Contents

 Strategic Report                          1 to 4
 Directors' Report                         5 to 6
 Statement of Directors' Responsibilities  7
 Independent Auditor's Report              8 to 12
 Profit and Loss Account                   13
 Balance Sheet                             14
 Statement of Changes in Equity            15
 Notes to the Financial Statements         16 to 27

Connect M77/GSO PLC

Strategic Report for the Year Ended 31 March 2025

The Directors present their strategic report for the year ended 31 March 2025.

Principal activity

The Company is incorporated in Great Britain, registered in England and Wales
and domiciled in the United Kingdom.

On 7 May 2003 Connect M77/GSO plc signed a contract with East Renfrewshire
Council (the "Client") (on behalf of the Scottish Government for the M77 and
South Lanarkshire Council and East Renfrewshire Council for the Glasgow
Southern Orbital (GSO)) to design, build, finance and operate the M77 from
Fenwick to Malletsheugh and the GSO from Malletsheugh to Philipshill, East
Kilbride and sections of the A726 and to maintain these roads under a licence
over a 32 year period as well as modify certain sections of the A77 (the
"Concession Agreement"). In accordance with the Concession Agreement the
Company is responsible for operating the roads together with carrying out all
of the routine and major life cycle maintenance for the life of the
concession.

The new road sections were opened to the public in April 2005 and the final
completion certificate was issued in September 2005.

There have been no changes to the Company's activities in the year under
review and none are currently contemplated.

Review of business

The results for the year are set out on page 13. The profit for the year
before taxation was £2,588k (2024: £1,978k) and the net liabilities position
as at 31 March 2025 was £24,309k (2024: £26,250k) for the Company.

 

The Directors expect the Company to continue its operations and the Directors
are not aware, at the date of this report, of any major changes in the
Company's activities in the next year.

 

Key performance indicators

As part of the stewardship of the project the Directors regularly consider
Board reports related to the performance of the Company and the information
and Key Performance Indicators ("KPI's") contained therein. These include,
amongst other things, variance against budget in the financial statements and
forward cash flow forecasting and other qualitative and quantitative
indicators of performance that, as a whole, provide the basis for the
management of the Company.

 

The Company has set specific business objectives, which are monitored using a
number of KPI's. The relevant KPI's for this report are detailed below.

                        2025      2024

£ 000
£ 000
 Turnover               3,644     3,514
 Profit after taxation  1,941     1,484
 Net liabilities        (24,309)  (26,250)

Connect M77/GSO PLC

Strategic Report for the Year Ended 31 March 2025 (continued)

The Company has a net liability position at the year end of £24,309k (2024:
£26,250k). This is primarily due to rolled up subordinated debt interest
charges due to the shareholders as the Company has not been permitted to make
any subordinated interest payments for an extended period. In order to manage
the compounding impact of the subordinated debt interest roll up the
shareholders have waived their rights to receive interest for the years ended
31 March 2024 and 31 March 2025.

 

Details of the Directors' assessment of the use of the going concern basis of
preparation are given in the Directors' Report.

Principal risks and uncertainties

The Company recognises that effective risk management is fundamental to
achieving its business objectives in order to meet its commitments in
fulfilling the Private Finance Initiative ("PFI") contract and in delivering a
safe and efficient service. Risk management contributes to the success of the
business by identifying opportunities and anticipating risks in order to
improve business performance and fulfil our contractual obligations. The
contract with East Renfrewshire Council is 100% availability-based and as
such, there is no demand risk.

Credit and cash flow risk

The relevant financial risks to the Company are credit and cash flow risks,
which arise from its Client. The credit and cash flow risks are not considered
significant as the client is a government organisation.

 

Interest rate risk

The financial risk management objective of the Company is to ensure that
financial risks are mitigated by the use of financial instruments where they
cannot be addressed by means of contractual provisions. There are no
derivatives, risk is mitigated through a fixed rate loan instrument. Financial
instruments are not used for speculative purposes.

 

Liquidity risk

The Company's liquidity risk is principally managed through financing the
Company by means of long-term borrowings, with an amortisation profile that
matches the expected availability of funds from the Company's operating
activities. In addition, the Company maintains reserve bank accounts to
provide short-term liquidity against future debt service and other expenditure
requirements. Further information about the going concern basis of preparation
is given in the Directors' report.

 

Contractual relationships

The Company operates within a contractual relationship with its Client. A
significant impairment of this relationship could have a direct and
detrimental effect on the Company's results and could ultimately result in
termination of the concession.

 

To manage this risk the Company has regular meetings with the Client including
discussions on performance, project progress, future plans and customer
requirements.

 

The Directors do not believe that the Company is exposed to any significant
Financial Risk. The Company's principal activity as detailed above is low risk
as all relationships with the customer, funders and sub-contractors within the
Company in which it sits are determined by the terms of the respective
contracts.

Economic Uncertainty

The Directors have considered the consequences to the Company of the current
economic conditions, including movements in inflation. As at the date of
signing this report, this has not had a significant impact on the Company, and
it is not currently anticipated that this will have a significant impact in
the future. This is primarily due to the contractual nature of most of the
Company's cash flows, including those which cover financing, which ensures
that any inflationary changes to outflows will be largely offset by equivalent
changes to the Company's inflows. The Directors have assessed this risk within
Note 1 (Going Concern).

Connect M77/GSO PLC

Strategic Report for the Year Ended 31 March 2025 (continued)

Section 172 Companies Act 2006 Statement

The Directors have a duty to promote the success of the Company for the
benefit of the shareholders as a whole and to describe how this duty has been
performed with regard to those matters set out in Section 172 of the Companies
Act 2006 ("Section 172").

 

The Directors have identified the Company's main stakeholders as the
following:

 •    The Company's shareholders, bondholders and credit providers

Principal considerations of the board are to ensure that the Company is
      meeting shareholder, credit provider and bondholder expectations regarding its
      ability to meet its financing obligations. These are discussed at all project
      board meetings, which are held regularly throughout the year. The board
      regularly discusses the obligations under the financing contracts, and how to
      ensure these are fulfilled. In addition, regular meetings are held with the
      funders, and attended by Directors, to keep them updated on matters as
      required.

Throughout the year the board has given due consideration during its
discussions and decision-making of the matters set out in Section 172 and
below is a description of how the Directors have had regard to these matters
when performing their duties:

 a)  the likely consequences of any decision in the long term

The communication and reporting provided ensure that the board is fully
     informed and able to make appropriate decisions.
 b)  the interests of the Company's employees,

The Company has no employees. The Company does, however, pay due regard to the
     interests and safety of those who perform services on its behalf.
 c)  the need to foster the Company's business relationships with suppliers,
     customers and others

The Company has regular meetings with the Client, including discussions on
     performance, project processes, future plans and customer requirements. The
     Company ensures that regular communication is maintained between the parties
     to ensure that all obligations are met.
 d)  the impact of the Company's operations on the community and the environment

The Company is committed to minimising environmental disruption from its
     activities.
 e)  the desirability of the Company maintaining a reputation for high standards of
     business conduct

The Company is committed in its day to day activities and dealings with all
     parties to uphold the highest standard of business conduct and integrity.
 f)  the need to act fairly as between members of the Company

The members of the Company are represented at board meetings by their
     appointed directors. Conflicts on matters to be discussed are identified at
     each meeting of the board. Directors representing a member with a conflict of
     interest may therefore be excluded from any discussion or vote in regard to
     it.

The Directors are cognisant of their duty under Section 172 in their
deliberation as a board on all matters. Decisions made by the board consider
the interest of all the Company's key stakeholders and reflect the board's
belief that the long-term sustainable success of the Company is linked
directly to its key stakeholders.

Connect M77/GSO PLC

Strategic Report for the Year Ended 31 March 2025 (continued)

Future developments

The Directors expect the general level of activity to remain stable in the
forthcoming year. There have been no other changes to the Company's activities
in the year under review and no others are currently contemplated.

Approved by the Board on ........................................ and signed
on its behalf by:

.........................................

A M Mughal

Director

 Registered office

Q14 Quorum Business Park

Benton Lane

Newcastle Upon Tyne

NE12 8BU

Connect M77/GSO PLC

Directors' Report for the Year Ended 31 March 2025

The Directors present their annual report together with the audited financial
statements for the year ended 31 March 2025.

The following information has been disclosed in the Strategic Report:

 •    Principal activities and business review
 •    Key performance indicators
 •    Principal risks and uncertainties
 •    Indication of likely future developments in the business

Going concern

The Directors do not expect any significant changes to the Company's
activities to occur in the following financial year. The Company has met its
debt principal and interest obligations for its Senior Secured Bonds in all
periods to date and forecasts to continue to do so for the foreseeable future.

After making enquiries, as further elaborated in Note 1 of the financial
statements, the Directors have a reasonable expectation that the Company has
adequate resources to continue in operation for at least 12 months from the
date of approval of these financial statements. Accordingly, they continue to
adopt the going concern basis in preparing the financial statements.

Due to historic commercial issues faced by Connect M77/GSO PLC from having
exposure to traffic usage risk within the project from its set up until the
payment mechanism was changed in the year ended 31 March 2016, very few
payments of interest (and none of principal) relating to the Company's
subordinated Secured loan stock have been able to be made to Connect M77/GSO
Holdings Limited and consequently by Connect M77/GSO Holdings Limited to its
subordinated debt creditors. Interest is charged on unpaid interest leading to
increasing balances and the Company will be unable to make subordinated
Secured loan stock repayments until such time that debt covenants allow. It is
currently forecast that the compounding interest-on-interest roll up incurred
historically will lead to outstanding amounts payable of the Company's
subordinated Secured loan stock at the conclusion of the project in 2035 and
no further available cash flows to settle these amounts.

Whilst further subordinated Senior loan interest payments owed by the Company
have been waived annually by the lender since the year ended 31 March 2013,
including for the year to 31 March 2025, further waivers are not certain to be
agreed in future years.

The Company and its shareholders are considering options to address and
mitigate this long-term issue, although changes to the subordinated Secured
loan stock funding documents are not within the Company's control. Based on
the above, the Directors believe it remains appropriate to prepare the
financial statements on a going concern basis. However, these circumstances
represent a material uncertainty that may cast significant doubt on the
Company's ability to continue as a going concern in the later years of the
project if the issue is not mitigated.

Results and dividends

The audited financial statements for the year ended 31 March 2025 are set out
on pages 13 to 27. The profit for the year after tax was £1,941k (2024:
£1,484k).

 

The Directors declared and paid dividends of £Nil (2024: £Nil). The
Directors expect the Company to continue its operations for the foreseeable
future.

Connect M77/GSO PLC

Directors' Report for the Year Ended 31 March 2025 (continued)

Directors of the Company

The Directors who held office during the year were as follows:

J C Bond

M J Edwards

M P Mageean

A M Mughal

Disclosure of information to the auditor

The Directors who held office at the date of approval of this Directors'
Report confirm that, so far as they are each aware, there is no relevant audit
information of which the Company's Auditor is unaware; and each Director has
taken all steps that they ought to have taken to make himself/herself aware of
any relevant audit information and to establish that the Company's Auditor is
aware of that information.

Auditor

Pursuant to Section 487 of the Companies Act 2006, the auditor will be deemed
to be reappointed and KPMG LLP will therefore continue in office.

Responsibility statement of the Directors in respect of the Annual Financial
Report

We confirm that to the best of our knowledge:

 •    the financial statements, prepared in accordance with the applicable set of
      accounting standards, give a true and fair view of the assets, liabilities,
      financial position and profit or loss of the Company; and
 •    the Directors' Report includes a fair review of the development and
      performance of the business and the position of the issuer, together with a
      description of the principal risks and uncertainties that they face.

Approved by the Board on ........................................ and signed
on its behalf by:

.........................................

A M Mughal

Director

 Registered office

Q14 Quorum Business Park

Benton Lane

Newcastle Upon Tyne

NE12 8BU

Connect M77/GSO PLC

Statement of Directors' Responsibilities in respect of the Annual Report and
the Financial Statements

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 they have elected to prepare the financial
statements in accordance with UK Accounting Standards and applicable law (UK
Generally Accepted Accounting Practice), including FRS 102 The Financial
Reporting Standard applicable in the UK and Republic of Ireland.

 

Under company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Company and of the profit or loss for that period. In preparing
these financial statements, the Directors are required to:

 •    select suitable accounting policies and apply them consistently;
 •    make judgements and estimates that are reasonable and prudent;
 •    state whether applicable UK Accounting Standards have been followed, subject
      to any material departures disclosed and explained in the financial
      statements;
 •    assess the Company's ability to continue as a going concern, disclosing, as
      applicable, matters related to going concern; and
 •    use the going concern basis of accounting unless they either intend to
      liquidate the Company or to cease operations, or have no realistic alternative
      but to do so.

The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the Companies
Act 2006. They are responsible for such internal control as they determine is
necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error, and have general
responsibility for taking such steps as are reasonably open to them to
safeguard the assets of the Company and to prevent and detect fraud and other
irregularities.

 

Under applicable law and regulations, the Directors are also responsible for
preparing a Strategic Report, and Directors' Report that complies with that
law and those regulations.

Independent Auditor's Report to the Members of Connect M77/GSO PLC

1. Our opinion is unmodified

We have audited the financial statements of Connect M77/GSO PLC (the
'Company') for the year ended 31 March 2025, which comprise the Profit and
Loss Account, the Balance Sheet, the Statement of Changes in Equity, and
related notes, including the accounting policies in note 1.

In our opinion the financial statements:

 •    give a true and fair view of the state of the Company's affairs as at 31 March
      2025 and of its profit for the year then ended;
 •    have been properly prepared in accordance with UK accounting standards,
      including FRS 102 The Financial Reporting Standard applicable in the UK and
      Republic of Ireland; and
 •    have been prepared in accordance with the requirements of the Companies Act
      2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing
(UK) ("ISAs (UK)") and applicable law. Our responsibilities are described
below. We believe that the audit evidence we have obtained is a sufficient and
appropriate basis for our opinion. Our audit opinion is consistent with our
report to the audit committee.

 

We were first appointed as auditor by the Directors on 17 October 2016. The
period of total uninterrupted engagement is for the 9 financial years ended 31
March 2025. We have fulfilled our ethical responsibilities under, and we
remain independent of the Company in accordance with UK ethical requirements
including the FRC Ethical Standard as applied to listed public interest
entities. No non-audit services prohibited by that standard were provided.

2. Material Uncertainty related to going concern

 

Going concern

We draw attention to note l to the financial statements. This explains that
the Directors are confident that the Company will have sufficient funds to
continue to meet its liabilities as they fall due for at least 12 months from
the date of approval of the financial statements, and that the Company has met
is debt principal and interest obligations for its Senior Secured Bonds in all
periods to date and forecasts to continue to do so for the foreseeable future.
However, it also explains that the Company has forecast a long-term funding
shortfall in respect of repayment of its subordinated Secured loan stock at
the end of its project in 2035. Future annual waivers of interest payable on
the Company's subordinated Secured Loan Stock by its lenders are also not
certain to be received.

 

These events and conditions, along with the other matters explained in note 1,
constitute a material uncertainty that may cast significant doubt on the
Group's and the parent Company's ability to continue as a going concern.

 

Our opinion is not modified in respect of this matter.

The risk

Disclosure quality

The financial statements explain how the Directors have formed a judgement
that it is appropriate to adopt the going concern basis of preparation for the
Company.

 

That judgement is based on an evaluation of the inherent risks to the
Company's business model and how those risks might affect the Company's
financial resources or ability to continue operations over a period of at
least a year from the date of approval of the financial statements, and also
over the full lifetime of its project to 2035.

 

There is little judgement involved in the Directors' conclusion that risks and
circumstances described in note 1 to the financial statements represent a
material uncertainty over the ability of the Company to continue as a going
concern for a period of at least a year from the date of approval of the
financial statements.

Independent Auditor's Report to the Members of Connect M77/GSO PLC (continued)

However, clear and full disclosure of the facts and the Directors' rationale
for the use of the going concern basis of preparation, including that there is
a related material uncertainty, is a key financial statement disclosure and so
was the focus of our audit in this area. Auditing standards require that to be
reported as a key audit matter.

 

Our response

Our procedures included:

 •    Assessing transparency: Considering whether the going concern disclosure in
      note 1 to the financial statements gives a full and accurate description of
      the Directors' assessment of going concern.

Our assessment of management's going concern assessment also included:

 •    Forecast review: We critically assessed the key assumptions in the base case
      and downside scenarios, by considering our knowledge of the entity, as well as
      historic trends.
 •    Sensitivity analysis: We used our knowledge of the Company, its industry, and
      the general economic environment to identify the inherent risks to its
      business model and performed sensitivity analysis over management's cashflows.

The factor that we considered most likely to adversely affect the Company's
available financial resources in the next twelve months are delays in the
receipt of the unitary charge receipts.

 

Our results

We found the going concern disclosure in note 1 with a material uncertainty to
be acceptable.

3. Other key audit matters: our assessment of risks of material misstatement

Key audit matters are those matters that, in our professional judgement, were
of most significance in the audit of the financial statements and include the
most significant assessed risks of material misstatement (whether or not due
to fraud) identified by us, including those which had the greatest effect on:
the overall audit strategy; the allocation of resources in the audit; and
directing the efforts of the engagement team.

 

Going concern is a significant key audit matter and is described in section 2
of our report, together with our key audit procedures to address this matter
and, as required for public interest entities, our results from those
procedures. This matter was addressed, and our results are based on procedures
undertaken, in the context of, and solely for the purpose of, our audit of the
financial statements as a whole, and in forming our opinion thereon, and
consequently are incidental to that opinion, and we do not provide a separate
opinion on this matter.

 

We identified no further key audit matters.

4. Our application of materiality and an overview of the scope of our audit

Materiality for the financial statements as a whole was set at £1,200,000
(2024: £1,200,000) determined with reference to a benchmark of total assets,
of which it represents 1% (2024: 1%).

 

In line with our audit methodology, our procedures on individual account
balances and disclosures were performed to a lower threshold, performance
materiality, so as to reduce to an acceptable level the risk that individually
immaterial misstatements in individual account balances add up to a material
amount across the financial statements as a whole.

 

Performance materiality was set at 75% (2024: 75%) of materiality for the
financial statements as a whole, which equates to £900,000 (2024: £900,000).
We applied this percentage in our determination of performance materiality
because we did not identify any factors indicating an elevated level of risk.

 

We agreed to report to the Directors any corrected or uncorrected identified
misstatements exceeding £60,000 (2024: £60,000), in addition to other
identified misstatements that warranted reporting on qualitative grounds.

 

Our audit of the Company was undertaken to the materiality level set out above
and was performed remotely.

Independent Auditor's Report to the Members of Connect M77/GSO PLC (continued)

5. Going concern basis of preparation

The Directors have prepared the financial statements on the going concern
basis as they do not intend to liquidate the Company or to cease its
operations, and as they have concluded that the Company's financial position
means that this is realistic for at least a year from the date of approval of
the financial statements ("the going concern period"). As stated in section 2
of our report, they have also concluded that there is a material uncertainty
related to going concern.

 

An explanation of how we evaluated management's assessment of going concern is
set out in section 2 of our report.

 

Our conclusions based on this work:

 •    we consider that the Directors' use of the going concern basis of accounting
      in the preparation of the financial statements is appropriate.

6. Fraud and breaches of laws and regulations - ability to detect

 

Identifying and responding to risks of material misstatement due to fraud

To identify risks of material misstatement due to fraud (fraud risks) we
assessed events or conditions that could indicate an incentive or pressure to
commit fraud or provide an opportunity to commit fraud.

 

Our risk assessment procedures included:

 •    Enquiring of Directors and management as to the Company's high-level policies
      and procedures to prevent and detect fraud, and the Company's channel for
      whistleblowing, as well as whether they have knowledge of any actual,
      suspected or alleged fraud;
 •    Reading Board meeting minutes; and
 •    Using analytic procedures to identify unusual or unexpected relationships.

We communicated identified fraud risks throughout the audit team and remained
alert to any indications of fraud throughout the audit.

 

As required by auditing standards, we perform procedures to address the risk
of management override of controls, in particular the risk that management may
be in a position to make inappropriate accounting entries. On this audit we do
not believe there is a fraud risk related to revenue recognition because
revenue is a fixed mark up by way of an agreement with a single customer.

 

We have not identified any additional fraud risks.

 

We performed procedures including:

 •    Identifying journal entries to test based on criteria and comparing the
      identified entries to supporting documentation. These included but not limited
      to entries posted to unsual account combinations/seldom used accounts and
      post-closing entries; and
 •    Assessing whether the judgements made in making accounting estimates are
      indicative of a potential bias.

Independent Auditor's Report to the Members of Connect M77/GSO PLC (continued)

Identifying and responding to risks of material misstatement related to
compliance with laws and regulations

We identified areas of laws and regulations that could reasonably be expected
to have a material effect on the financial statements from our general
commercial and sector experience and through discussion with the Directors (as
required by auditing standards) and discussed with the Directors the policies
and procedures regarding compliance with laws and regulations.

 

We communicated identified laws and regulations throughout our team and
remained alert to any indications of non-compliance throughout the audit.

 

The potential effect of these laws and regulations on the financial statements
varies considerably.

 

Firstly, the Company is subject to laws and regulations that directly affect
the financial statements including financial reporting legislation (including
related companies legislation) and taxation legislation and we assessed the
extent of compliance with these laws and regulations as part of our procedures
on the related financial statement items.

 

Secondly, the Company is subject to many other laws and regulations where the
consequences of non-compliance could have a material effect on amounts or
disclosures in the financial statements, for instance through the imposition
of fines or litigation. We identified the following areas as those most likely
to have such an effect: health and safety, anti-bribery, and certain aspects
of company legislation recognising the regulated nature of the Company's
activities. Auditing standards limit the required audit procedures to identify
non-compliance with these laws and regulations to enquiry of the Directors and
inspection of regulatory and legal correspondence, if any. Therefore, if a
breach of operational regulations is not disclosed to use or evident from
relevant correspondence, an audit will not detect that breach.

Context of the ability of the audit to detect fraud or breaches of law or
regulation

Owing to the inherent limitations of an audit, there is an unavoidable risk
that we may not have detected some material misstatements in the Financial
Statements, even though we have properly planned and performed our audit in
accordance with auditing standards. For example, the further removed
non-compliance with laws and regulations is from the events and transactions
reflected in the Financial Statements, the less likely the inherently limited
procedures required by auditing standards would identify it.

 

In addition, as with any audit, there remained a higher risk of non-detection
of fraud, as these may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal controls. Our audit procedures
are designed to detect material misstatement. We are not responsible for
preventing non-compliance or fraud and cannot be expected to detect
non-compliance with all laws and regulations.

7. We have nothing to report on the other information in the Annual Report

The Directors are responsible for the other information presented in the
Annual Report together with the financial statements. Our opinion on the
financial statements does not cover the other information and, accordingly, we
do not express an audit opinion or, except as explicitly stated below, any
form of assurance conclusion thereon.

 

Our responsibility is to read the other information and, in doing so, consider
whether, based on our financial statements audit work, the information therein
is materially misstated or inconsistent with the financial statements or our
audit knowledge. Based solely on that work we have not identified material
misstatements in the other information.

Strategic Report and Directors' Report

Based solely on our work on the other information:

 •    we have not identified material misstatements in the strategic report and the
      Directors' report;
 •    in our opinion the information given in those reports for the financial year
      is consistent with the financial statements; and
 •    in our opinion those reports have been prepared in accordance with the
      Companies Act 2006.

Independent Auditor's Report to the Members of Connect M77/GSO PLC (continued)

8. We have nothing to report on the other matters on which we are required to
report by exception

 

Under the Companies Act 2006, we are required to report to you if, in our
opinion:

 •    adequate accounting records have not been kept by the Company, or returns
      adequate for our audit have not been received from branches not visited by us;
      or
 •    the financial statements are not in agreement with the accounting records and
      returns; or
 •    certain disclosures of Directors' remuneration specified by law are not made;
      or
 •    we have not received all the information and explanations we require for our
      audit.

We have nothing to report in these respects.

9. Respective responsibilities

 

Directors' responsibilities

As explained more fully in their statement set out on page 7, the Directors
are responsible for: the preparation of the financial statements including
being satisfied that they give a true and fair view; such internal control as
they determine is necessary to enable the preparation of financial statements
that are free from material misstatement, whether due to fraud or error;
assessing the Company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern; and using the going concern
basis of accounting unless they either intend to liquidate the Company or to
cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities

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

 

A fuller description of our responsibilities is provided on the FRC's website
at www.frc.org.uk/auditorsresponsibilities.

10. The purpose of our audit work and to whom we owe our responsibilities

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.

......................................

David Derbyshire (Senior Statutory Auditor)

For and on behalf of KPMG LLP, Statutory Auditor

Chartered Accountants

1 Sovereign Square

Sovereign Street

Leeds

LS1 4DA

Date:.............................

Connect M77/GSO PLC

Profit and Loss Account for the Year Ended 31 March 2025

                                         Note  2025     2024

£ 000
£ 000
 Turnover                                6     3,644    3,514
 Cost of sales                                 (3,232)  (3,102)
 Gross profit                                  412      412
 Administrative expenses                       (233)    (258)
 Operating profit                              179      154
 Interest receivable and similar income  7     8,770    8,926
 Interest payable and similar expenses   8     (6,361)  (7,102)
 Profit before tax                             2,588    1,978
 Taxation                                9     (647)    (494)
 Profit for the financial year                 1,941    1,484

The above results were derived from continuing operations.

The Company has no recognised gains or losses for the year other than the
results above. Accordingly no Statement of Comprehensive Income is presented.

Connect M77/GSO PLC

(Registration number: 04698798)

Balance Sheet as at 31 March 2025

                                                          Note  2025       2024

£ 000
£ 000
 Non current assets
 Financial asset                                          12    91,033     98,152
 Current assets
 Debtors                                                  13    299        282
 Financial assets                                         12    5,283      5,033
 Cash at bank and in hand                                 11    26,744     23,665
                                                                32,326     28,980
 Creditors: Amounts falling due within one year           14    (9,614)    (8,580)
 Net current assets                                             22,712     20,400
 Total assets less current liabilities                          113,745    118,552
 Creditors: Amounts falling due after more than one year  14    (136,396)  (143,010)
 Deferred tax liabilities                                 10    (1,658)    (1,792)
 Net liabilities                                                (24,309)   (26,250)
 Capital and reserves
 Called up share capital                                  17    50         50
 Profit and loss account                                        (24,359)   (26,300)
 Total equity                                                   (24,309)   (26,250)

Approved and authorised by the Board on
........................................ and signed on its behalf by:

 

.........................................

A M Mughal

Director

Connect M77/GSO PLC

Statement of Changes in Equity for the Year Ended 31 March 2025

                             Called up share capital  Profit and loss account  Total

£ 000
£ 000
£ 000
 At 1 April 2023             50                       (27,784)                 (27,734)
 Total comprehensive income  -                        1,484                    1,484
 At 31 March 2024            50                       (26,300)                 (26,250)
                             Called up share capital  Profit and loss account  Total

£ 000
£ 000
£ 000
 At 1 April 2024             50                       (26,300)                 (26,250)
 Total comprehensive income  -                        1,941                    1,941
 At 31 March 2025            50                       (24,359)                 (24,309)

Connect M77/GSO PLC

Notes to the Financial Statements for the Year Ended 31 March 2025

 1  Accounting policies

Connect M77/GSO PLC (the "Company") is a company limited by shares and
incorporated, domiciled and registered in England and Wales in the UK. The
registered number is 04698798 and the registered address is Q14 Quorum
Business Park, Benton Lane, Newcastle Upon Tyne, NE12 8BU.

 

A summary of the principal accounting policies of the Company, all of which
have been applied consistently throughout the current and preceding year, is
set out below.

Basis of preparation

These financial statements were prepared in accordance with Financial
Reporting Standard 102 The Financial Reporting Standard applicable in the UK
and Republic of Ireland ("FRS 102") and the Companies Act 2006. The
presentation currency of these financial statements is sterling. All amounts
in the financial statements have been rounded to the nearest £1,000, unless
otherwise stated.

 

The Company's immediate parent undertaking, Connect M77/GSO Holdings Limited,
includes the Company in its consolidated financial statements. The
consolidated financial statements of Connect M77/GSO Holdings Limited are
available to the public and may be obtained from the address in note 19.

 

In these financial statements, the Company is considered to be a qualifying
entity (for the purposes of this FRS) and has applied the exemptions available
under FRS 102 in respect of the following disclosures:

 •    Cash Flow Statement and related notes; and
 •    Key Management Personnel compensation.

As the consolidated financial statements of Connect M77/GSO Holdings Limited
include the equivalent disclosures, the Company has also taken the exemptions
under FRS 102 available in respect of the following disclosures:

 •    Certain disclosures required by FRS 102.26 Share Based Payments; and
 •    Certain disclosures required by FRS 102.11 Basic Financial Instruments and FRS
      102.12 Other Financial Instrument Issues in respect of financial instruments
      not falling within the fair value accounting rules of Paragraph 36(4) of
      Schedule 1 of the Companies Act 2006.

Judgements made by the Directors, in the application of these accounting
policies that have significant effect on the financial statements and
estimates with a significant risk of material adjustment in the next year are
discussed in note 2.

 

Measurement convention

The financial statements are prepared on the historical cost basis, except
that financial instruments classified as fair value through profit or loss are
stated at their fair value.

Connect M77/GSO PLC

Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)

 1  Accounting policies (continued)

Going concern

The Company's business activities, together with the factors likely to affect
its future development and position, are set out in the Strategic Report and
Directors' Report.

The financial statements have been prepared on a going concern basis which the
Directors consider to be appropriate for the following reasons.

 

The Directors have prepared cashflow forecasts for the period to September
2026 which indicate that, taking account of severe but plausible downside
scenarios, the Company will have sufficient funds to meet its liabilities as
they fall due for a period of at least 12 months from the date of approval of
the financial statements. The Company has met its debt principal and interest
obligations for its Senior Secured Bonds in all periods to date and forecasts
to continue to do so for the foreseeable future. Those forecasts are dependent
on the underlying customer continuing to meet its obligations under the
Concession Agreement which are underwritten by The Cabinet Ministers.

 

The Company operating cash inflows are dependent on unitary charge receipts
receivable from East Renfrewshire Council. The Directors have no reason to
believe these amounts will not continue to be received but, even in a severe
but plausible downside scenario where there are delays in the receipt of the
unitary charge receipts, the Company could continue to meet its liabilities as
they fall due through its available cash balances. The contract with East
Renfrewshire Council is 100% availability-based and as such, there is no
demand risk.

 

The Directors believe the Company has sufficient funding in place and expect
the Company to be in compliance with its debt covenants even in severe but
plausible downside scenarios for at least the next 12 months.

 

Consequently, the Directors are confident that the Company will have
sufficient funds to continue to meet its liabilities as they fall due for at
least 12 months from the date of approval of the financial statements and
therefore have prepared the financial statements on a going concern basis.

 

Due to historic commercial issues faced by Connect M77/GSO PLC from having
exposure to traffic usage risk within the project from its set up until the
payment mechanism was changed in the year ended 31 March 2016, very few
payments of interest (and none of principal) relating to the Company's
subordinated Secured loan stock have been able to be made to Connect M77/GSO
Holdings Limited and consequently by Connect M77/GSO Holdings Limited to its
subordinated debt creditors. Interest is charged on unpaid interest leading to
increasing balances and the Company will be unable to make subordinated
Secured loan stock repayments until such time that debt covenants allow. It is
currently forecast that the compounding interest-on-interest roll up incurred
historically will lead to outstanding amounts payable of the Company's
subordinated Secured loan stock at the conclusion of the project in 2035 and
no further available cash flows to settle these amounts.

 

Whilst further subordinated Senior loan interest payments owed by the Company
have been waived annually by the lender since the year ended 31 March 2013,
including for the year to 31 March 2025, further waivers are not certain to be
agreed in future years.

 

The Company and its shareholders are considering options to address and
mitigate this long-term issue although changes to the subordinated Secured
loan stock funding documents are not within the Company's control. Based on
the above, the Directors believe it remains appropriate to prepare the
financial statements on a going concern basis. However, these circumstances
represent a material uncertainty that may cast significant doubt on the
Company's ability to continue as a going concern in the later years of the
project if the issue is not mitigated allowing liabilities to be discharged in
the normal course of business. The financial statements do not include any
adjustments that would result from the basis of preparation being
inappropriate.

Connect M77/GSO PLC

Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)

 1  Accounting policies (continued)

Turnover

In the operational phase, revenue is recognised by allocating a proportion of
total unitary income receivable over the life of the project to service costs
by means of a deemed constant rate of return on these costs. Revenue is
recognised by applying a 5% mark-up on the operational costs, representing the
fair value of operational services.

Finance costs

Finance costs in relation to the fixed rate senior secured bonds and the
secured loan stock are recognised using the effective interest rate method
under FRS 102 whereby expected interest over the life of the project is spread
and recognised in each period.

Tax

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

Current tax is provided at amounts expected to be paid (or recovered) using
the tax rates and laws that have been enacted or substantively enacted by the
balance sheet date. The tax currently payable is based on taxable profit

for the year. Taxable profit differs from net profit as reported in the income
statement 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.

Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the balance sheet liability method.

Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible
temporary differences can be utilised. Such assets and liabilities are not
recognised if the temporary difference arises from the initial recognition of
goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that affects
neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each balance sheet
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 based on tax
laws and rates that have been enacted or substantively enacted at the balance

sheet date.

Connect M77/GSO PLC

Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)

 1  Accounting policies (continued)

Financial instruments

Classification

The Company accounts for the project as a service concession arrangement. The
Company entered into a Concession Agreement with the Client to design, build,
finance and operate the M77 from Fenwick to Malletsheugh and the GSO from
Malletsheugh to Philipshill, East Kilbride and sections of the A726 and to
maintain these roads under a license over a 32 year period. The Company is
responsible for operating the roads together with carrying out all of the
routine and major lifecycle maintenance for the life of the concession. As per
the terms of the Concession Agreement, the Client pays the project a monthly
unitary charge. There is no demand risk within this arrangement and therefore
the Directors have used their judgement to conclude that the most appropriate
accounting basis for the concession is to record the contract as a financial
asset.

 

Trade and other debtors are recognised initially at transaction price less
attributable transaction costs. Trade and other creditors are recognised
initially at transaction price plus attributable transaction costs. Subsequent
to initial recognition they are measured at amortised cost using the effective
interest method, reduced by allowances for estimated irrecoverable amounts and
expected credit losses in the case of trade debtors.

 

Interest-bearing borrowings are recognised initially at the present value of
future payments discounted at a market rate of interest. Subsequent to initial
recognition, interest-bearing borrowings are stated at amortised cost using
the effective interest method, less any impairment losses.

 

Term loans are initially stated at the amount of the net proceeds after
deduction of related issue costs. The carrying amount is increased by the
finance cost in respect of the accounting period and reduced by payments made
in the period.

 

Secured subordinated debt is initially stated at the amount of the net
proceeds after deduction of related issue costs. The carrying amount is
increased by the finance cost in respect of the accounting period and reduced
by payments made in that period.

 

Investments realisable within one year held by the Company represent amounts
held on deposit with a financial institution which are not available for
withdrawal without penalty in under 24 hours. Investments realisable within
one year are stated at amortised cost with the interest receivable being
recognised at a constant rate over the life of the investment.

 

Cash and cash equivalents comprise cash balances and call deposits.

 

Impairment

A financial asset not carried at fair value through profit or loss is assessed
at each reporting date to determine whether there is objective evidence that
it is impaired. A financial asset is impaired if objective evidence indicates
that a loss event has occurred after the initial recognition of the asset, and
that the loss event had a negative effect on the estimated future cash flows
of that asset that can be estimated reliably.

 

An impairment loss in respect of a financial asset measured at amortised cost
is calculated as the difference between its carrying amount and the present
value of the estimated future cash flows discounted at the asset's original
effective interest rate. For financial instruments measured at cost less
impairment an impairment is calculated as the difference between its carrying
amount and the best estimate of the amount that the Company would receive for
the asset if it were to be sold at the reporting date. Interest on the
impaired asset continues to be recognised through the unwinding of the
discount. Impairment losses are recognised in profit or loss. When a
subsequent event causes the amount of impairment loss to decrease, the
decrease in impairment loss is reversed through profit or loss.

Connect M77/GSO PLC

Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)

 2  Critical accounting estimates and judgements

Judgements

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 relevant. Actual results may differ from
these estimates.

 

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

 

There are no estimates and assumptions which may have a significant risk of
causing a material adjustment to the carrying amount of assets and liabilities
in the next financial period. Other judgements and estimates are as follows.

 

Subordinated debt interest waiver

As disclosed in Note 1, the Company received a waiver for accrual of
subordinated debt interest between 1 April 2024 and 31 March 2025. In
accordance with FRS102, the Directors' judgement is that the interest waiver
constitutes a non-substantial modification. The Directors considered a
quantitative threshold where effect of the modification is considered
non-substantial if the difference between the present value of the original
and revised cash flows, discounted at the original interest rate is less than
10% of the original debt balance. The value of the interest waived during the
year was £679k, which is a less than 10% difference. As such, the Directors
consider this modification to be quantitively non-substantial. There are no
further qualitative factors. No modification adjustment is required as the
subsequent re-solve of the effective interest rate captures the value of the
modification by the balance sheet date.

 

As the waiver was provided by a related entity the directors considered
whether this represented a capital transaction in nature, but concluded on the
basis that the related entity was acting in capacity as lender that the
treatment set out above, and the waiver impacting profit/loss, was the most
appropriate presentation of the gain.

 

Service concession arrangement

The Company accounts for the project as a service concession arrangement. The
Directors use their judgement in selecting the appropriate accounting basis
for the concession at its inception and after any relevant change in
concession terms. The Directors have concluded that the most appropriate
accounting basis for the concession is to record the contract as a financial
asset, as there is no demand risk within the arrangement since the year ended
31 March 2016.

 

The Directors used their judgement in selecting the appropriate financial
asset rate to be applied in order to allocate the income received between
revenue, and capital repayment of and interest income on the financial asset;
and also the service margin of 5% that is used to recognise service revenue,
which is based on comparable contracts at the time of entering the Concession
Agreement. The Directors continue to use their judgement in assessing the
appropriateness of the future maintenance costs that are included in the
Company's forecasts. The Directors will continue to monitor the condition of
the assets and undertake a regular review of maintenance spend.

 

 

Connect M77/GSO PLC

Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)

 3  Auditors' remuneration

The audit fee for the Company amounted to £57k (2024: £55k).

 4  Directors' remuneration

The Directors received no salary, fees, or other benefits in the performance
of their duties in respect of the Company in the current or preceeding year.

 5  Staff costs

All staff costs are borne by Balfour Beatty Investments Limited, which seconds
its employees to the Company and charges related service costs. The Company
had no employees during the current or prior year.

 6  Analysis of turnover

Turnover by origin and destination from the Company's principal activity

     2025     2024

£ 000
£ 000
 UK  3,644    3,514

The Board of Directors is the Company's chief operating decision-making body.
The Board of Directors has determined that there is only one operating segment
- Road Network. Turnover comprises operating revenues of £3,475k (2024:
£3,308k) and additional works income of £169k (2024: £206k).

 7                     Interest receivable and similar income
                                             2025           2024

£ 000
£ 000
 Interest income on financial assets         7,707          8,009
 Interest on bank accounts and deposits      1,063          917
                                             8,770          8,926
 8                     Interest payable and other expenses
                                             2025           2024

£ 000
£ 000
 Secured bond interest                       5,777          6,139
 Secured loan stock interest                 584            963
                                             6,361          7,102

Connect M77/GSO PLC

Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)

 9  Taxation

Tax charged/(credited) in the income statement

                                                              2025     2024

£ 000
£ 000
 Current taxation
 UK corporation tax                                           781      609
 Deferred taxation
 Arising from origination and reversal of timing differences  (134)    (115)
 Total deferred taxation                                      (134)    (115)
 Tax expense in the income statement                          647      494

The tax on profit before tax for the year is the same as the standard rate of
corporation tax in the UK (2024: the same as the standard rate of corporation
tax in the UK) of 25% (2024: 25%).

 

The differences are reconciled below:

                                   2025     2024

£ 000
£ 000
 Profit before tax                 2,588    1,978
 Corporation tax at standard rate  647      494
 Total tax charge                  647      494

Deferred tax is measured at a tax rate of 25% (2024:25%) in line with rates
enacted by the Finance Act 2021 which was enacted on 24 May 2021.

 10                    Deferred tax liability
                                             2025      2024

£ 000
£ 000
 At 1 April                                  (1,792)   (1,907)
 Credited to the profit and loss account     134       115
 At 31 March                                 (1,658)   (1,792)

The deferred tax liability is a timing difference relating to capitalised
interest for which a deduction was previously recognised. The timing
difference is being released in line with the release of the capitalised
interest element held within the financial asset.

 

 

Connect M77/GSO PLC

Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)

 11       Cash and cash equivalents
                     2025       2024

£ 000
£ 000
 Cash at bank        26,744     23,665

Cash at bank and in hand includes £22,815k (2024: £21,025k) restricted from
use in the business, being held in the Company's reserve accounts under the
terms of its senior loan facility.

 12                  Financial asset
                                         2025      2024

£ 000
£ 000
 Balance brought forward                 103,185   109,008
 Service income received in the year     (18,977)  (17,918)
 Operating revenues                      3,475     3,308
 Lifecycle replacement costs             926       778
 Notional interest                       7,707     8,009
 Balance carried forward                 96,316    103,185

Financial asset comprising:

                                                   2025     2024

£ 000
£ 000
 Amounts falling due within one year               5,283    5,033
 Amounts falling due after more than one year      91,033   98,152
                                                   96,316   103,185
 13                       Debtors
                                                   2025     2024

£ 000
£ 000
 Prepayments and accrued income                    299      282
                                                   299      282

Connect M77/GSO PLC

Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)

 14                Creditors
                                     2025     2024

£ 000
£ 000
 Due within one year
 Fixed rate senior secured bonds     7,370    6,856
 Accruals and deferred income        1,420    1,372
 VAT payable                         264      251
 Corporate tax liability             560      101
                                     9,614    8,580
 Due after one year
 Fixed rate senior secured bonds     87,038   94,236
 Secured loan stock                  14,865   14,865
 Secured loan stock interest         34,493   33,909
                                     136,396  143,010

Fixed rate guaranteed senior secured bonds due 2034 of £152,429k were issued
on 7 May 2003. The bonds have been unconditionally and irrevocably guaranteed
by Syncora Guarantee (UK) Limited (formerly XL Capital Assurance (UK) Limited)
for payment of principal and interest.

 

After repayment of principal amounts, the carrying value of fixed rate
guaranteed senior secured bond at 31 March 2025 was £94,408k (2024:
£101,092k).

 

Interest on the bonds is payable semi-annually in arrears on 31 March and 30
September in each year at a fixed rate of 5.404% per annum commencing on 30
September 2003.

 

Unless previously redeemed or purchased and cancelled, the bonds will mature
on 31 March 2034 and are subject to redemption in part from, and including, 30
September 2006 in accordance with the amortisation schedule set out in the
bonds offering circular.

 

The secured loan stock bears interest at 12.1% per annum and accrues from the
date of final completion, with the final instalment due in 2035, or as the
Company elects, but subject to certain restrictions in the collateral deed.
The secured loan stock issued by the Company is held by the Company's
immediate parent company. The Company's immediate parent company has waived
its right to receive interest within 12 months for the years ended 31 March
2024 and 31 March 2025.

 

All borrowings contain either a fixed or varying security interest over the
assets of the Company, as defined by an intercreditor agreement. The bonds
have certain covenants attached.

 

Fixed rate guaranteed senior secured bonds are stated net of unamortised issue
costs of £1,003k (2024: £1,175k). The Company incurred total issue costs of
£4,403k in respect of the fixed rate bonds. These costs, together with the
interest expense, are allocated to the profit and loss account over the term
of the bonds. Interest is calculated using the effective interest rate method.

 

The Company's committed borrowing facilities are fully drawn.

Connect M77/GSO PLC

Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)

 15  Loans and borrowings

Loans not wholly repayable within five years:

                                             2025     2024

£ 000
£ 000
 Fixed rate guaranteed senior secured bonds  95,411   102,268
 Secured loan stock                          14,865   14,865
                                             110,276  117,133

Analysis of maturity of debt:

                                   2025      2024

£ 000
£ 000
 Within one year or on demand      7,370     6,856
 Between one and two years         7,979     7,370
 Between two and five years        27,620    25,817
 After five years                  67,307    77,090
                                   110,276   117,133
 16               Financial instruments

Capital risk management

 

The Company manages its capital to ensure its ability to continue as a going
concern, to meet the requirements of its collateral deed and to maintain an
optimal capital structure to reduce the cost of capital. The capital structure
of the Company comprises equity attributable to equity holders consisting of
ordinary share capital and profit and loss account and cash and cash
equivalents and borrowings. The Company has complied with capital requirements
imposed by the collateral deed throughout the year. There have been no changes
in the Company's management of capital from previous years.

 

The principal risks and uncertainties faced are highlighted in the strategic
report on page 2.

 

The Company has the following gross debt (including interest) cash flow
commitments:

                                   2025     2024

£ 000
£ 000
 Due on demand or within one year  12,586   12,462
 Due within one to two years       12,776   12,586
 Due within two to five years      39,150   38,810
 Due after more than five years    102,463  115,258
                                   166,975  179,116

Connect M77/GSO PLC

Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)

 17  Share capital

Allotted, called up and fully paid shares

                              2025                2024
                              No.     £     No.           £
 Ordinary shares of £1 each   50,000  50,000      50,000  50,000

The holders of ordinary shares are entitled to receive dividends as declared
from time to time and are entitled to one vote per share at meetings of the
Company.

 

The Company's other reserves are as follows:

 •    The profit and loss reserve represents cumulative profits or losses, net of
      dividends paid.
 18   Related party transactions

Transactions during the year

                                                               2025

£ 000
 Balfour Beatty Civil Engineering - operation and maintenance  3,978
 Balfour Beatty Investments - staff secondment charges         158
                                                               4,136
                                                               2024

£ 000
 Balfour Beatty Civil Engineering - operation and maintenance  3,653
 Balfour Beatty Investments - staff secondment charges         173
                                                               3,826

Outstanding balances at the end of the year

                                                               2025

£ 000
 Balfour Beatty Civil Engineering - operation and maintenance  380
 Balfour Beatty Investments - staff secondment charges         26
                                                               406
                                                               2024

£ 000
 Balfour Beatty Civil Engineering - operation and maintenance  354
 Balfour Beatty Investments - staff secondment charges         38
                                                               392

Connect M77/GSO PLC

Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)

 18  Related party transactions (continued)

All the above outstanding related party balances were accrued at year end.

 19  Parent and ultimate parent undertaking

The Company's immediate parent is Connect M77/GSO Holdings Limited,
incorporated in the United Kingdom and registered in England and Wales.

 

The ultimate parent is Balfour Beatty plc and BIIF LP (acting by its manager,
BIFM Investments Ltd), incorporated in the United Kingdom and registered in
England and Wales.

 

The largest and smallest group in which the results of Connect M77/GSO plc are
consolidated is Connect M77/GSO Holdings Limited, copies of whose financial
statements are available from Q14 Quorum Buisness Park, Benton Lane, Newcastle
Upon Tyne, NE12 8BU.

 20  Subsequent events

As at the date of the approval of these accounts, there were no material post
balance sheet events arising after the reporting date.

 

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