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REGISTERED NUMBER: NI682065 (Northern Ireland)















Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 30 June 2024

for

PT McWilliams Group Ltd

PT McWilliams Group Ltd (Registered number: NI682065)






Contents of the Consolidated Financial Statements
for the Year Ended 30 June 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 6

Report of the Independent Auditors 7

Consolidated Income Statement 11

Consolidated Other Comprehensive Income 12

Consolidated Balance Sheet 13

Company Balance Sheet 14

Consolidated Statement of Changes in Equity 15

Company Statement of Changes in Equity 16

Consolidated Cash Flow Statement 17

Notes to the Consolidated Cash Flow Statement 18

Notes to the Consolidated Financial Statements 20


PT McWilliams Group Ltd

Company Information
for the Year Ended 30 June 2024







DIRECTORS: M F McWilliams
S J Hall





REGISTERED OFFICE: 17 Clarendon Road
Belfast
United Kingdom
BT1 3BG





REGISTERED NUMBER: NI682065 (Northern Ireland)





AUDITORS: Thornton Springer LLP
Chartered Accountants and
Statutory Auditor
67 Westow Street
London
SE19 3RW

PT McWilliams Group Ltd (Registered number: NI682065)

Group Strategic Report
for the Year Ended 30 June 2024

The directors present their strategic report of the company and the group for the year ended 30 June 2024.

PRINCIPAL ACTIVITY

The principal activity of the company during the period was that of an investment holding company. It is not expected that any change to this activity will occur in the following period.

REVIEW OF BUSINESS

Overview: PT McWilliams Group Limited is a non-trading entity, primarily managing its investment in Duo Group (U.K.) Limited. The company's business model revolves around holding strategic stakes in subsidiary companies, with the intention of generating income in future through dividends from its subsidiaries, and managing corporate governance. PT McWilliams Group Limited is governed by a Board of Directors with vast experience in finance and asset management.

Corporate Structure and Governance: The company currently holds a controlling interest in a subsidiary operating in the construction and quarrying sector. The governance framework is designed to ensure compliance with regulatory standards and to support strategic decision-making. The Board of Directors includes executives with experience in corporate management and financial oversight.

Financial Performance: For the year ending 30th June 2024, PT McWilliams Group Limited reported total assets of £45,021,409 with a net asset value of £4,488,434.

Investment Strategy and Risk Management: The company's investment strategy focuses on the long-term appreciation of its portfolio while ensuring diversification across the sector. The primary risks faced by the company include market volatility and potential regulatory changes affecting its subsidiaries. To mitigate these risks, the company employs a robust risk management framework, including regular portfolio reviews.

Strategic Objectives: Looking ahead, PT McWilliams Group Limited intends to continue its strategy of strengthening its portfolio through selective acquisitions and investment in new start-ups. In the coming year, the company will focus on expanding its interests in new geographical locations. Additionally, the company will maintain its policy of retaining profits to re-invest into the business

PRINCIPAL RISKS AND UNCERTAINTIES

The directors of the company meet on a regular basis and review and evaluate the Company's risk appetite. In the view of the directors, the principal risks and uncertainties can be categorised as follows:

Economic Risk

Whilst the negative impact of the Covid-19 pandemic of recent years is thankfully lessening, it has been replaced by the economic uncertainty arising from the continual conflict in Ukraine. This is having a major impact on input prices on items such as fuel, steel, concrete and other supplies. The business has procedures and processes in place to ensure proper risk assessments are considered as part of our tendering and project selection stage. The business continues to monitor and review its cost base to ensure all exposure to price increases is mitigated.

Credit Risk

The company's principal financial assets are cash and trade debtors. The company has a credit control policy in place which regularly reviews the credit performance of our debtor book.

Liquidity risk

The cash / working capital requirements of the business are managed on a regular basis by means of a rolling six-month cash forecast. This model incorporates anticipated receipts from customers and prospective payments to suppliers for the period. Exceptional movements from the previous forecasted cashflow model are reviewed at the quarterly board meetings. A revised cash projection is presented at the same meeting and assumptions underlying the model are discussed.


PT McWilliams Group Ltd (Registered number: NI682065)

Group Strategic Report
for the Year Ended 30 June 2024

Competitive Risk

The company operates in diverse sectors where there is strong competition. The company seeks to mitigate this risk through the quality of its service offering whilst offering competitive pricing to our customer base. The decision to bid is strictly controlled by Directors through satisfactory completion of tender bid approval process where opportunities are scored against key business performance indicators.

IT Technology Risk

The company could potentially be exposed to loss of network and or data. The company mitigates this risk by having an in-house dedicated IT team to ensure that ongoing policies and procedures are suitable and effective. Duo's processes and procedures are designed to reduce risk of cyber threats and demonstrates your commitment to cyber security. The system is accredited to the industry recognised standard Cyber Essentials.


PT McWilliams Group Ltd (Registered number: NI682065)

Group Strategic Report
for the Year Ended 30 June 2024

SECTION 172(1) STATEMENT
In accordance with S172 of the Companies Act 2006, the directors are required to act individually and collectively in the way they consider, to be in good faith, and be most likely to promote the success of the company for the benefit of its shareholders. In performing their responsibilities, the directors must have regard for the following matters:-

-the likely consequences of any decision taken on the long-term sustainability of the company.
-the interests and wellbeing of the company's employees.
-the need to foster and grow the company's relationships with suppliers, customers, and other business stakeholders.
-the impact of the company's operations on the local communities, local environment, and climate.
-the reputation of the company in maintaining high standards of business conduct, integrity and transparency.
-the need to act openly, fairly and without fear of discrimination in dealings between employees of the company.

Decision Making

The Directors regard these matters as of cultural importance and are embedded as the core values on which all decision making in the company's business strategy is founded. The Directors' strategy is to build and maintain a high-quality business by maintaining and strengthening the balance sheet and ensuring sufficient funding to maintain operational flexibility.

Employees

The Directors recognise that the success of the business depends upon attracting the best talent, retaining and reducing staff turnover, motivating employees to deliver and excel in all business operations. In valuing our employees, we must ensure that we always act responsibly, provide a clear career path, adopt fair pay across genders and benefit incentives, adhering to Company policies on equal opportunities, safeguarding and elimination of modern slavery. The periodic employee appraisal program encourages employee feedback and facilitates the opportunity for both employees and managers to set performance goals.

The Directors have introduced a set of guiding principles that all employees are expected to follow, and through which the Directors must lead by example.

The Health Safety and wellbeing of our employees are of paramount importance. The Directors have developed and implemented industry recognised health and safety management system, with procedures and processes which are accredited to ISO 45001. Adherence to this system will drive continual improvement in all business activities which will safeguard our employees, subcontractors and business stakeholders.

Suppliers and Customers

The Directors believe in developing and maintaining lasting relationships with suppliers and customers. Business operations rely on expertise and resources of key suppliers within the Company Supply Chain. The company is committed to being open and transparent in dealings, striving to improve payment days and adhering to agreed terms. Directors will engage in a respectful, courteous and considerate manner to bolster and improve Supply Chain relationships.

Business Conduct

The company aims to conduct all its business relationships with integrity and courtesy, with the expectation that it will be reciprocated. The Directors believe that maintaining a reputation for competency, reliability, quality and honesty in its dealings is a fundamental requirement to deliver the company's strategic objectives. This extends to our dealings with the public, government agencies, local authorities, and other businesses. This commitment is underlined through adopting the Considerate Constructors Scheme on projects which is an industry recognised scheme to impact positive change and lasting legacy of projects in the local community.

Carbon/Climate Disclosure

Climate change is of priority concern and strategic importance for Duo, as a company actively engaged in national infrastructure projects, and in the aggregate industry. Our Board of Directors are actively engaged in the setting of policy, procedures and governance of climate change issues, supported by our Sustainability Team of project specific champions and our SHEQ management team. All activities are assessed for impact and mitigation measures identified.

PT McWilliams Group Ltd (Registered number: NI682065)

Group Strategic Report
for the Year Ended 30 June 2024


Senior Company Management has primary responsibility for the design and implementation of our response to climate change achieved through setting annual, measurable, achievable objectives and targets. Our climate change strategy is informed and underpinned by active engagement with our stakeholders including investors, local authorities and non government organisations. We regularly review our objectives on climate change with emerging technologies and Regulations. We aim to increase awareness within our Company employees through training and informed information. We strive to utilise and promote within our supply chain companies who lead and are recognised for adopting sustainable and climate green practices.

Our response to climate change is focused on mitigation adaption, and low-emissions technology.

We aim to reduce Green House Gasses through:

" Reduced emissions, achieved by reducing plant idling.
" Utilisation of electric power sourced through green processes such as wind and solar.
" Encouraging electric car, car share and cycle to work practices.
" Recycling within all operations and activities
" Sourcing locally

ON BEHALF OF THE BOARD:





M F McWilliams - Director


27 March 2025

PT McWilliams Group Ltd (Registered number: NI682065)

Report of the Directors
for the Year Ended 30 June 2024

The directors present their report with the financial statements of the company and the group for the year ended 30 June 2024.

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of a holding company.

DIVIDENDS
No dividends will be distributed for the year ended 30 June 2024.

DIRECTORS
M F McWilliams has held office during the whole of the period from 1 July 2023 to the date of this report.

Other changes in directors holding office are as follows:

S J Hall - appointed 1 December 2023

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, Thornton Springer LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





M F McWilliams - Director


27 March 2025

Report of the Independent Auditors to the Members of
PT McWilliams Group Ltd

Opinion
We have audited the financial statements of PT McWilliams Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of 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:
-give a true and fair view of the state of the group's and of the parent company affairs as at 30 June 2024 and of the group's profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; 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 under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 the 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
PT McWilliams Group Ltd


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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company 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.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page six, 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 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 group's and 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
PT McWilliams Group Ltd


Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the company and the industry in which it operates, we identified that the principal risks of non-compliance with relevant laws and regulations. Non-compliance with these laws and regulations might have a material effect on the financial statements.

We evaluated management's incentives and opportunity for fraudulent manipulation of the financial statement (including the risk of override of controls) and determined that the principal risks were posting of unusual journal entries outside the normal course of business and revenue recognition journal entries to manipulate the company's performance profit measures and other key performance indicators.

Audit procedures performed included: review of the financial statements and disclosures to underlying supporting documentation, review of compliance with the laws and regulations, enquiries with management, testing of journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

Under ISA 240 (UK) there is a presumed risk that revenue may be misstated due to the improper recognition of revenue. To address this risk, we obtained an understanding of the company's revenue recognition policies and compared these to the accounting standard, performed a walkthrough to confirm our understanding of the processes and controls through which the business initiates, records, processes and reports revenue transactions. We tested a sample of revenue transactions to supporting evidence and tested, on a sample basis, revenue related balances in the balance sheet.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Report of the Independent Auditors to the Members of
PT McWilliams Group Ltd


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 a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Stephen A Kaye (Senior Statutory Auditor)
for and on behalf of Thornton Springer LLP
Chartered Accountants and
Statutory Auditor
67 Westow Street
London
SE19 3RW

27 March 2025

PT McWilliams Group Ltd (Registered number: NI682065)

Consolidated Income Statement
for the Year Ended 30 June 2024

Period
1.10.22
Year Ended to
30.6.24 30.6.23
Notes £    £   

TURNOVER 4 76,567,362 3,841,792

Cost of sales (59,719,006 ) (3,230,408 )
GROSS PROFIT 16,848,356 611,384

Administrative expenses (6,309,905 ) (271,844 )
OPERATING PROFIT 6 10,538,451 339,540

Interest receivable and similar income 136,211 2,549
10,674,662 342,089

Interest payable and similar expenses 7 (5,535,099 ) (194,365 )
PROFIT BEFORE TAXATION 5,139,563 147,724

Tax on profit 8 (859,155 ) -
PROFIT FOR THE FINANCIAL YEAR 4,280,408 147,724
Profit attributable to:
Owners of the parent 4,181,612 138,161
Non-controlling interests 98,796 9,563
4,280,408 147,724

PT McWilliams Group Ltd (Registered number: NI682065)

Consolidated Other Comprehensive Income
for the Year Ended 30 June 2024

Period
1.10.22
Year Ended to
30.6.24 30.6.23
Notes £    £   

PROFIT FOR THE YEAR 4,280,408 147,724


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

4,280,408

147,724

Total comprehensive income attributable to:
Owners of the parent 4,181,612 138,161
Non-controlling interests 98,796 9,563
4,280,408 147,724

PT McWilliams Group Ltd (Registered number: NI682065)

Consolidated Balance Sheet
30 June 2024

30.6.24 30.6.23
Notes £    £   
FIXED ASSETS
Intangible assets 10 1,919,725 2,134,020
Tangible assets 11 8,041,424 520,010
Investments 12 - -
9,961,149 2,654,030

CURRENT ASSETS
Stocks 13 865,549 338,683
Debtors 14 32,690,988 37,404,743
Cash at bank and in hand 1,503,723 883,474
35,060,260 38,626,900
CREDITORS
Amounts falling due within one year 15 (32,360,175 ) (39,404,992 )
NET CURRENT ASSETS/(LIABILITIES) 2,700,085 (778,092 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

12,661,234

1,875,938

CREDITORS
Amounts falling due after more than one
year

16

(7,458,875

)

(1,416,702

)

PROVISIONS FOR LIABILITIES 20 (713,925 ) -
NET ASSETS 4,488,434 459,236

CAPITAL AND RESERVES
Called up share capital 21 1 1
Retained earnings 22 4,527,510 138,161
SHAREHOLDERS' FUNDS 4,527,511 138,162

NON-CONTROLLING INTERESTS 23 (39,077 ) 321,074
TOTAL EQUITY 4,488,434 459,236

The financial statements were approved by the Board of Directors and authorised for issue on 27 March 2025 and were signed on its behalf by:





M F McWilliams - Director


PT McWilliams Group Ltd (Registered number: NI682065)

Company Balance Sheet
30 June 2024

30.6.24 30.6.23
Notes £    £   
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 - -
Investments 12 5,527,500 5,527,500
5,527,500 5,527,500

CURRENT ASSETS
Debtors 14 258,963 -
Cash in hand 1 1
258,964 1
CREDITORS
Amounts falling due within one year 15 (5,786,463 ) (5,527,500 )
NET CURRENT LIABILITIES (5,527,499 ) (5,527,499 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

1

1

CAPITAL AND RESERVES
Called up share capital 21 1 1
SHAREHOLDERS' FUNDS 1 1

Company's profit for the financial year - -

The financial statements were approved by the Board of Directors and authorised for issue on 27 March 2025 and were signed on its behalf by:





M F McWilliams - Director


PT McWilliams Group Ltd (Registered number: NI682065)

Consolidated Statement of Changes in Equity
for the Year Ended 30 June 2024

Called up
share Retained Non-controlling Total
capital earnings Total interests equity
£    £    £    £    £   
Balance at 1 October 2022 1 - 1 - 1

Changes in equity
Total comprehensive income - 138,161 138,161 9,563 147,724
1 138,161 138,162 9,563 147,725
Non-controlling interest arising on
business combination

-

-

-

311,511

311,511
Balance at 30 June 2023 1 138,161 138,162 321,074 459,236

Changes in equity
Total comprehensive income - 4,181,612 4,181,612 98,796 4,280,408
Acquisition of Non-controlling
interest - 207,737 207,737 (458,987 ) (251,250 )
1 4,527,510 4,527,511 (39,117 ) 4,488,394
Non-controlling interest arising on
business combination

-

-

-

40

40
Balance at 30 June 2024 1 4,527,510 4,527,511 (39,077 ) 4,488,434

PT McWilliams Group Ltd (Registered number: NI682065)

Company Statement of Changes in Equity
for the Year Ended 30 June 2024

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 October 2022 1 - 1

Changes in equity
Balance at 30 June 2023 1 - 1

Changes in equity
Balance at 30 June 2024 1 - 1

PT McWilliams Group Ltd (Registered number: NI682065)

Consolidated Cash Flow Statement
for the Year Ended 30 June 2024

Period
1.10.22
Year Ended to
30.6.24 30.6.23
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 8,088,937 1,624,084
Interest paid (5,484,072 ) (188,907 )
Interest element of hire purchase payments
paid

(51,027

)

(5,458

)
Tax paid (1,699 ) -
Net cash from operating activities 2,552,139 1,429,719

Cash flows from investing activities
Purchase of intangible fixed assets - (2,142,949 )
Purchase of tangible fixed assets (7,980,688 ) -
Sale of tangible fixed assets 388,257 -
Net cash acquired in group interest - 1,002,544
Acquisition of Non-controlling interest (251,250 ) -
Interest received 136,211 2,549
Net cash from investing activities (7,707,470 ) (1,137,856 )

Cash flows from financing activities
Capital repayments in year 5,934,908 -
Amount introduced by directors 440,000 17,283
Amount withdrawn by directors (25,000 ) -
Share issue - (1 )
Net cash from financing activities 6,349,908 17,282

Increase in cash and cash equivalents 1,194,577 309,145
Cash and cash equivalents at beginning of
year

2

309,146

1

Cash and cash equivalents at end of year 2 1,503,723 309,146

PT McWilliams Group Ltd (Registered number: NI682065)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 30 June 2024

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

Period
1.10.22
Year Ended to
30.6.24 30.6.23
£    £   
Profit before taxation 5,139,563 147,724
Depreciation charges 275,832 14,104
Loss on disposal of fixed assets 9,480 -
Finance costs 5,535,099 194,365
Finance income (136,211 ) (2,549 )
10,823,763 353,644
Increase in stocks (526,866 ) (338,683 )
Decrease/(increase) in trade and other debtors 6,068,261 (36,724,535 )
(Decrease)/increase in trade and other creditors (8,276,221 ) 38,333,658
Cash generated from operations 8,088,937 1,624,084

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 June 2024
30.6.24 1.7.23
£    £   
Cash and cash equivalents 1,503,723 883,474
Bank overdrafts - (574,328 )
1,503,723 309,146
Period ended 30 June 2023
30.6.23 1.10.22
£    £   
Cash and cash equivalents 883,474 1
Bank overdrafts (574,328 ) -
309,146 1


PT McWilliams Group Ltd (Registered number: NI682065)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 30 June 2024

3. ANALYSIS OF CHANGES IN NET DEBT

At 1.7.23 Cash flow At 30.6.24
£    £    £   
Net cash
Cash at bank and in hand 883,474 620,249 1,503,723
Bank overdrafts (574,328 ) 574,328 -
309,146 1,194,577 1,503,723
Debt
Finance leases (1,616,889 ) (5,934,908 ) (7,551,797 )
(1,616,889 ) (5,934,908 ) (7,551,797 )
Total (1,307,743 ) (4,740,331 ) (6,048,074 )

PT McWilliams Group Ltd (Registered number: NI682065)

Notes to the Consolidated Financial Statements
for the Year Ended 30 June 2024

1. STATUTORY INFORMATION

PT McWilliams Group Ltd is a private company, limited by shares , registered in Northern Ireland. The company's registered number and registered office address can be found on the General Information page.

The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest pound.

2. STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3. ACCOUNTING POLICIES

Basis of preparing the financial statements
The financial statements have been prepared under the historical cost convention as modified by the recognition of certain financial assets and liabilities measured at fair value.

Basis of consolidation
The consolidated financial statements incorporate the financial statements of PT McWilliams Group Ltd and its subsidiary undertakings made up to the year end date. The group profit and loss accounts includes the results of the subsidiary undertakings for the period from the date of their acquisition and up to the date of disposal.

Turnover and profits arising on trading between group companies are excluded.

Significant judgements and estimates
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities at the balance sheet date and the amounts reported for revenue and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

Depreciation of plant and machinery

Depreciation is provided so as to write down the assets to their residual values over their estimated useful lives as set out above. The selection of these residual values and estimated lives requires the exercise of management judgement.

PT McWilliams Group Ltd (Registered number: NI682065)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2024

3. ACCOUNTING POLICIES - continued

Turnover
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company's activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.

Contract revenue recognition

Turnover is measured at the fair value of consideration received or receivable, net of discounts, rebates, value added taxes and other sales taxes. Turnover includes revenue earned from the rendering of services. Turnover from the rendering of services is recognised by reference to stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.

Goodwill
Goodwill arising on an acquisition of a subsidiary undertaking is the difference between the fair value of the consideration paid and the fair value of the assets and liabilities acquired. Goodwill is capitalised and amortised through the profit and loss account over the directors' estimate of its useful economic life which ranges from 5 to 10 years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.
Plant and machinery - 33% on cost, 20% on reducing balance, 20% on cost, 10% on cost and 10 to 50% Straight line
Computer equipment - 33% on cost

Stocks
Stocks are valued at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase and other costs incurred in bringing stock to its present location and condition, including any import costs, duties and carriage.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

PT McWilliams Group Ltd (Registered number: NI682065)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2024

3. ACCOUNTING POLICIES - continued

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Financial instruments
The group has chosen to adopt sections 11 and 12 of FRS 102 in respect of financial instruments.

(i) Financial assets

Basic financial assets, including trade and other debtors, cash and bank balances and intra-group balances, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at cost and amortised cost are assessed for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Income Statement.

For financial assets measured at amortised costs, the impairment loss is measured as the difference between the asset's carrying amount and the present value of the estimated cash flow discounted at the asset's original effective interest rate.

(ii) Financial liabilities

Basic financial liabilities, including trade and other creditors, bank overdraft, intra-group balances and hire purchase contracts, are initially recognised at transaction price, unless the arrangement constitutes a
financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks, and, if applicable, other short-term highly liquid investments with original maturities of three months or less.

4. TURNOVER

The turnover and profit before taxation from continuing activities is attributable to one principal activity of the group.

Geographical analysis

Segmental analysis has not been provided on the basis that in the directors' opinion such information would be seriously prejudicial to the group's interest.

PT McWilliams Group Ltd (Registered number: NI682065)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2024

5. EMPLOYEES AND DIRECTORS
Period
1.10.22
Year Ended to
30.6.24 30.6.23
£    £   
Wages and salaries 6,648,891 344,971
Social security costs 335,969 13,397
Other pension costs 104,991 1,973
7,089,851 360,341

The average number of employees during the year was as follows:
Period
1.10.22
Year Ended to
30.6.24 30.6.23

Directors 2 3
Administration 26 22
Operators 85 121
113 146

The average number of employees by undertakings that were proportionately consolidated during the year was 113 (2023 - 146 ) .

Period
1.10.22
Year Ended to
30.6.24 30.6.23
£    £   
Directors' remuneration 347,917 14,947

Information regarding the highest paid director for the year ended 30 June 2024 is as follows:


Year Ended
30.6.24
£   
Emoluments etc 250,000

No retirement benefits are accruing for any directors.

PT McWilliams Group Ltd (Registered number: NI682065)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2024

6. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

Period
1.10.22
Year Ended to
30.6.24 30.6.23
£    £   
Hire of plant and machinery 8,562,330 369,676
Depreciation - owned assets 48,795 2,806
Depreciation - assets on hire purchase contracts 12,742 3,182
Loss on disposal of fixed assets 9,480 -
Goodwill amortisation 214,295 8,929
Auditors' remuneration 22,500 750
Foreign exchange differences (30,823 ) 10,232

7. INTEREST PAYABLE AND SIMILAR EXPENSES
Period
1.10.22
Year Ended to
30.6.24 30.6.23
£    £   
Bank interest 32,034 5,813
Bank loan interest 1,328,920 -
Invoice discounting 4,123,118 183,094
Hire purchase 51,027 5,458
5,535,099 194,365

8. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
Period
1.10.22
Year Ended to
30.6.24 30.6.23
£    £   
Current tax:
UK corporation tax 145,230 -

Deferred tax 713,925 -
Tax on profit 859,155 -

PT McWilliams Group Ltd (Registered number: NI682065)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2024

8. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

Period
1.10.22
Year Ended to
30.6.24 30.6.23
£    £   
Profit before tax 5,139,563 147,724
Profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2023 - 19 %)

1,284,891

28,068

Effects of:
Expenses not deductible for tax purposes 12,787 70
Income not taxable for tax purposes (659,596 ) -
Depreciation in excess of capital allowances - 457
Utilisation of tax losses 62,331 (28,595 )
Adjustments to tax charge in respect of previous periods (555,183 ) -
taxation 713,925 -
Total tax charge 859,155 -

Changes to the future UK corporation tax rates were substantively enacted as part of the Finance Bill 2021 on 24 May 2021. It makes provision for the rate of corporation tax in the UK to increase from 1 April 2023 from 19% to 25% where a company has taxable profits exceeding £250,000. Therefore, the tax rate of 25% has been used in the calculations for 2024.

9. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


10. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
At 1 July 2023
and 30 June 2024 2,142,949
AMORTISATION
At 1 July 2023 8,929
Amortisation for year 214,295
At 30 June 2024 223,224
NET BOOK VALUE
At 30 June 2024 1,919,725
At 30 June 2023 2,134,020

PT McWilliams Group Ltd (Registered number: NI682065)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2024

11. TANGIBLE FIXED ASSETS

Group
Plant and Computer
machinery equipment Totals
£    £    £   
COST
At 1 July 2023 704,682 83,271 787,953
Additions 7,965,688 15,000 7,980,688
Disposals (561,952 ) - (561,952 )
At 30 June 2024 8,108,418 98,271 8,206,689
DEPRECIATION
At 1 July 2023 212,545 55,398 267,943
Charge for year 32,931 28,606 61,537
Eliminated on disposal (164,215 ) - (164,215 )
At 30 June 2024 81,261 84,004 165,265
NET BOOK VALUE
At 30 June 2024 8,027,157 14,267 8,041,424
At 30 June 2023 492,137 27,873 520,010

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Plant and
machinery
£   
COST
At 1 July 2023 492,750
Additions 7,385,000
Disposals (419,750 )
At 30 June 2024 7,458,000
DEPRECIATION
At 1 July 2023 188,667
Charge for year 12,742
Eliminated on disposal (144,070 )
At 30 June 2024 57,339
NET BOOK VALUE
At 30 June 2024 7,400,661
At 30 June 2023 304,083

PT McWilliams Group Ltd (Registered number: NI682065)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2024

12. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertaking
£   
COST
At 1 July 2023
and 30 June 2024 5,527,500
NET BOOK VALUE
At 30 June 2024 5,527,500
At 30 June 2023 5,527,500

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiary

Name of company Country of Proportion of Principal
incorporation shares held activity

Duo Group UK Limited England & Wales 100% Holding company
Duo Operations Limited * England & Wales 100% Civil Engineering
Excav8 Limited * England & Wales 100% Civil Engineering
Duo Site Services Limited * England & Wales 60% Civil Engineering

* Held by subsidiary undertakings


13. STOCKS

Group
30.6.24 30.6.23
£    £   
Finished goods 865,549 338,683

14. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
30.6.24 30.6.23 30.6.24 30.6.23
£    £    £    £   
Trade debtors 5,074,264 4,233,647 - -
Amounts owed by group undertakings - - 218,963 -
Other debtors 1,835,906 1,671,353 - -
Amounts owed by related entities 1,165,976 13,508,888 40,000 -
Amounts recoverable on
contracts 18,146,674 16,117,761 - -
VAT 2,034,714 680,208 - -
Prepayments and accrued income 4,433,454 1,192,886 - -
32,690,988 37,404,743 258,963 -

PT McWilliams Group Ltd (Registered number: NI682065)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2024

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
30.6.24 30.6.23 30.6.24 30.6.23
£    £    £    £   
Bank loans and overdrafts (see note 17) - 574,328 - -
Hire purchase contracts (see note 18) 2,154,854 515,782 - -
Trade creditors 13,731,237 13,635,937 2,460 -
Amounts owed to group undertakings - - 789,092 730,691
Tax 143,531 - - -
Social security and other taxes 529,825 440,769 - -
Other creditors 12,088,804 18,854,658 4,994,911 4,436,809
Amounts owed to related entities 715,394 360,060 - 360,000
Directors' current accounts 432,283 17,283 - -
Accruals and deferred income 2,564,247 5,006,175 - -
32,360,175 39,404,992 5,786,463 5,527,500

16. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group
30.6.24 30.6.23
£    £   
Hire purchase contracts (see note 18) 5,396,943 1,101,107
Other creditors 2,061,932 315,595
7,458,875 1,416,702

17. LOANS

An analysis of the maturity of loans is given below:

Group
30.6.24 30.6.23
£    £   
Amounts falling due within one year or on demand:
Bank overdrafts - 574,328

PT McWilliams Group Ltd (Registered number: NI682065)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2024

18. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
30.6.24 30.6.23
£    £   
Gross obligations repayable:
Within one year 2,860,532 764,593
Between one and five years 6,273,346 1,325,975
9,133,878 2,090,568

Finance charges repayable:
Within one year 705,678 248,811
Between one and five years 876,403 224,868
1,582,081 473,679

Net obligations repayable:
Within one year 2,154,854 515,782
Between one and five years 5,396,943 1,101,107
7,551,797 1,616,889

Group
Non-cancellable operating leases
30.6.24 30.6.23
£    £   
Within one year 226,547 71,747
Between one and five years 796,547 113,094
In more than five years 110,000 120,000
1,133,094 304,841

PT McWilliams Group Ltd (Registered number: NI682065)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2024

19. SECURED DEBTS

The following secured debts are included within creditors:

Group
30.6.24 30.6.23
£    £   
Bank overdraft - 574,328
Secured debts 7,785,025 1,616,889
7,785,025 2,191,217

The bank overdraft of the group is secured via a fixed and floating charge over the assets of the group and the associated companies Duo Processing Limited and DMP Assets Limited..

Hire purchase contracts are secured against the assets to which the loans relate.

Invoice discounting creditors are secured against the trade debtors they relate to.

20. PROVISIONS FOR LIABILITIES

Group
30.6.24 30.6.23
£    £   
Deferred tax 713,925 -

Group
Deferred
tax
£   
Provided during year 713,925
Balance at 30 June 2024 713,925

21. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 30.6.24 30.6.23
value: £    £   
1 Ordinary 1 1 1

PT McWilliams Group Ltd (Registered number: NI682065)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2024

22. RESERVES

Group
Retained
earnings
£   

At 1 July 2023 138,161
Profit for the year 4,181,612
Acquisition of Non-controlling
interest 207,737
At 30 June 2024 4,527,510

Company
Retained
earnings
£   

Profit for the year -
At 30 June 2024 -


23. NON-CONTROLLING INTERESTS

30.6.24 30.6.23
Total Total
£ £
At 1 July 2023 321,074
Share of profit in the year 98,796 9,563
Acquisition of Non-controlling interest (458,987 )
At acquisition 40 311,511
Balance at 30 June 2023 (39,077 ) 321,074
On 16 January 2024 the group acquired the remaining 6% of the issued shares of Duo Operations Limited for a purchase consideration of £251,250. The group now holds 100% of Duo Operations Limited. At the date of acquisition the group derecognised the carrying amount of the non-controlling interest of £458,987 and recorded an increase in equity attributable to owners of the parent of £207,737.

24. RELATED PARTY DISCLOSURES

Companies under common control
30.6.24 30.6.23
£    £   
Sales 2,792,204 274,930
Purchases (2,467,856 ) (226,365 )
Amount due from related parties 1,165,966 13,873,962
Amount due to related parties (715,234 ) (455,590 )

25. ULTIMATE CONTROLLING PARTY

The controlling party is M F McWilliams.