Company registration number 15976798 (England and Wales)
P GALLAGHER II LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
P GALLAGHER II LIMITED
COMPANY INFORMATION
Directors
Ms L Gallagher
(Appointed 24 September 2024)
Mr P Gallagher
(Appointed 24 September 2024)
Mr R Gallagher
(Appointed 24 September 2024)
Mr S Gallagher
(Appointed 24 September 2024)
Mrs N Sullivan
(Appointed 24 September 2024)
Company number
15976798
Registered office
4th Floor
4 Tabernacle Street
London
EC2A 4LU
Auditor
Goldblatts
4th Floor
4 Tabernacle Street
London
EC2A 4LU
Business address
Leitrim House, Little Preston
Coldharbour Lane
Aylesford
Maidstone
Kent
ME20 7NS
P GALLAGHER II LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 6
Independent auditor's report
7 - 9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Company statement of cash flows
16
Notes to the financial statements
17 - 27
P GALLAGHER II LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 1 -

The directors present the strategic report for the period ended 30 September 2024.

Review of the business

Until 30 September 2024 Gallagher Aggregates Limited was ultimately controlled by Mr. P Gallagher, who owned 100% of the issued share capital. On the same date, P Gallagher Limited acquired the shares in Gallagher Aggregates Limited.

 

The group acquired the entire share capital of Gallagher Aggregates Limited on 30th September 2024 and therefore there is no profit and loss for the period.

 

Gallagher Aggregates supply up to 2 million tonnes of aggregates product per year and are the only remaining company actively quarrying Kentish ragstone.

Future Prospects

The market is likely to remain challenging while interest rates remain high, impacting the residential new-build housing market. Inflation rates have fallen since the peak of 2022, however are still ahead of the Bank of England’s targets. As such, interest rates have been reduced, however at a slower rate than previously expected and with a cautious outlook for future rate reductions. The government has proposed a new Planning and Infrastructure Bill, which it hopes will boost housebuilding, once approved by Parliament. Our investment in Blaise was completed in 2023, the new fixed barrel and binder has enabled us to increase output and extend the range of products.

Principal risks and uncertainties

There are a number of potential risks and uncertainties which could impact the Group’s performance, and these are considered by the Board on a regular basis. The Board of Directors and the relevant management teams consider the risks of all significant business decisions and changes in the external environment and in the Group’s operations. The key risks affecting the business are as follows:

Operating Risk – the Group’s reputation and continued success depends on its ability to provide goods and services which are valued by its customers. The Group regularly reviews the quality of its goods and services both internally and externally through client feedback and evaluation to ensure the reputation of the Group is maintained at a high level with all stakeholders.

Market Risk – the Group operates in a specialised market and seeks to maintain a competitive advantage by offering appropriate and relevant products and services at a competitive price. The housing market currently represents much of our sales. We actively nurture alternative markets and keep abreast of developments in the market through regular dialogue with customers, and monitoring competitors and the wider economic environment.

Personnel Risk – the Group is a privately owned business and places great emphasis on recruiting, training, rewarding and retaining high-quality people. The Directors consider staff resourcing and succession planning regularly. We promote from within wherever we can to maintain the Group culture. We also embrace new people from elsewhere as they bring fresh ideas and the benefit of their experience.

Financial Risk – the Group is principally funded from retained profits supported by prudent levels of finance on machinery. Financial monitoring, forecasting and planning are ever-present processes with care taken to achieve a reasonable profit margin and investment in resources whilst maintaining delivery of high-quality goods and service levels to customers.

Taxation Risk – the Group is exposed to financial risks from increases in tax rates and the basis of taxation including corporation tax and VAT. Principal controls include regular monitoring of legislative proposals, the engagement of experienced executives and the use of experienced sector-specific professional advisers to mitigate the impact of any changes and ensure compliance.

Information Technology – the Group relies heavily on systems to operate its business, ordering goods, paying suppliers, ensuring health and safety records are accurate, accounting and payroll. The risk of cyber-attacks is ever-present and an increasing risk to every business. Ensuring we have robust and up-to-date cyber security measures and vigilant users is critical to the successful running of these systems, as well as employing appropriately skilled and experienced staff and external specialist support as required.

P GALLAGHER II LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 2 -

Health and Safety and environmental management

The Group considers health and safety and environmental management to be a top priority in the business. We approach the subjects in a reasonable, practical and pragmatic manner, concentrating on the things that make a difference.

To achieve high standards, we make sure we have the correct, competent, trained people and modern well-maintained plant and equipment. Our management systems and policies provide clear guidance and monitoring/​reporting of performance and incidents. Our internal resources are audited and supported by external industry experts, with “prevention”, “learning from experience” and “continuous improvement” being the underlying themes. We continue to focus on the Health and Safety requirements of the business and we believe we have put in place processes and procedures that ensure a high level of safety for our staff, customers and suppliers.

Development and performance

The balance sheet on page 11 of the financial statements shows that the group's financial position at the year end is stong, in both net assets and liquidity terms.

Key performance indicators

Sufficient retained earnings are kept in the subsidiaries to maintain and grow the business and any surplus is distributed as dividend to the holding company.

Other performance indicators

We measure and analyse a number of non-financial criteria in order to monitor our performance and to help identify trends, good or bad, including;

 

Health & Safety – RIDDOR accidents and minor accidents

 

Staff turnover – staff who leave and the reasons thereto.

 

Payments to suppliers

We respect the role that suppliers play in the success of the business and as such we aim to pay suppliers to the agreed terms. Our policy is to pay suppliers 45 days from the end of the month of delivery. Other terms can be agreed.

Statement in respect of Section 172 (1) Companies Act 2006 for the Accounting Period ending 30th September 2024

P Gallagher II Limited is the parent pf Gallagher Aggregates Limited. The same family of shareholders ultimately control P Gallagher Limited, a separate legal group of companies which comprises Gallagher Group Holdings Limited, Gallagher Group Limited, Gallagher Limited and Gallagher Plant Limited.

The principal activity of Gallagher Aggregates Limited is that of supplying quarry stone, re-cycled aggregates, masonry products (Kentish Ragstone) and ready mixed concrete together with infill and land restoration. The management define the success of the business as long-term value creation for all parts of the Gallagher Group and associated companies. Working together to provide efficient solutions that can use all elements of the group of companies’ resources, contracting, aggregates, concrete, masonry, recycling, property investment and property development.

The Board is committed to and actively encourages effective relationships and communications with all the Group’s stakeholders to obtain a greater understanding of each other’s needs and objectives. This way we can optimise the long-term value creation and success of the Group. The Group has identified the following key stakeholders and explains how the Board considers their interests.

P GALLAGHER II LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 3 -

Shareholders: The Group is ultimately controlled by a family of shareholders, who also take an active role in managing the business along with the Executives. The Board has a very close dialogue with the shareholders through regular discussions, Board meetings and routine financial and operational reporting. These processes ensure that the long-term strategy of the business is aligned with their expectations. Annual detailed Budgets and 3-year Business plans are prepared, presented, discussed, and approved by the Board that are aligned to the shareholders' goals. Decisions are made at regular Board and Management meetings. Governance is established using an Authority Schedule and the inclusion of 2 experienced non-executive Directors who liaise closely with the shareholders, Executive team and family members through the family council forum.

 

Colleagues: The Group is a family business and recognises the hugely important role that staff have in making the business successful. It prides itself on having the best people to create strong teams and who all essentially care for the business. We aim to be the employer of choice offering both formal and informal training for all. Gallagher’s culture is to instill pride in our work and ensure quality workmanship prevails throughout the workplace. We want everyone to feel part of the family by making people feel valued, engaged and safe.

Customers and Suppliers: The Group wants to be first choice for value-minded clients, our values state that we are customer-focused, we listen and are eager to learn, we are passionate and confident, we are solution-driven, we are a business of character and we work as a team. This will ensure that our customers’ needs are met. Delivering high-quality solutions will lead to repeat business. We equally recognise that along with our staff we rely heavily on like-minded suppliers of materials and services. We aim to treat our suppliers with respect and will work with them to ensure their needs are met. Suppliers delivering high levels of service and quality are met with loyalty from the Group.

Environment: The Group is aware of the increasing need to protect the environment and has recently completed its fifth Streamlined Energy and Carbon report. As a result of which it aims to be carbon neutral within the next couple of years. Electrification of both of the quarries is now complete, using 100% renewable sources, and the use of alternative fuels are projects which will reduce our carbon footprint. Our Social Value report has also just been updated and shows that the Group continues to add significant economic and social value to the area in which it operates, South East England. The Group is a large employer of local people and a large user of local suppliers and services. We also make material donations to local and national charities and encourage staff to complete charitable work across the community.

On behalf of the board

Mr P Gallagher
Director
23 June 2025
P GALLAGHER II LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 4 -

The directors present their annual report and financial statements for the period ended 30 September 2024.

Principal activities

The group was formed during the financial year and the principal activity of the group is that of the supply of quarry stone, re-cycled aggregate and ready mix concrete together with inert landfill and land restoration operations. The group acquired the entire share capital of Gallagher Aggregates Limited on 30th September 2024 and therefore has no trading profit or loss for the period.

Results and dividends

The results for the period are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

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

Ms L Gallagher
(Appointed 24 September 2024)
Mr P Gallagher
(Appointed 24 September 2024)
Mr R Gallagher
(Appointed 24 September 2024)
Mr S Gallagher
(Appointed 24 September 2024)
Mrs N Sullivan
(Appointed 24 September 2024)
Financial instruments
Treasury operations and financial instruments

The group's principal financial instruments comprise bank balances, trade creditors, trade debtors, and loans to the group. The main purpose of these instruments is to raise funds for the group's operations and to finance the group's operations.

Due to the nature of the financial instruments used by the group, there is no exposure to price risk.

Liquidity risk

The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.

Interest rate risk

The group is subject to the risk of interest rate fluctuations, with it affecting its interest earning operations. In respect of loan from group undertakings and companies under common control, these are interest free.

Credit risk

Financial instruments which potentially subject the group to concentrations of credit risk consist only of cash and trade debtors.

Trade debtors are monitored on an on going basis and provision is made for doubtful debts where necessary.

Auditor

Goldblatts were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Energy and carbon report

As the group has consumed more than 40,000 kWh of energy in this reporting period, it is required to prepare an SECR report on its emissions, energy consumption and energy efficiency activities.

P GALLAGHER II LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 5 -
2024
Energy consumption
kWh
Aggregate of energy consumption in the year
40,655,196
2024
Emissions of CO2 equivalent
metric tonnes
Scope 1 - direct emissions
- Gas combustion
6,076.17
- Fuel consumed for owned transport
3,210.47
9,286.64
Scope 2 - indirect emissions
- Electricity purchased
847.24
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the group
2.57
Total gross emissions
10,136.45
Intensity ratio
Total tCO2e per £M Turnover
174.72
Quantification and reporting methodology

Gallagher Aggregates Ltd has appointed Carbon Footprint Ltd, a leading carbon and energy management company, to independently assess its Greenhouse Gas (GHG) emissions in accordance with the UK Government’s ‘Environmental Reporting Guidelines: Including Streamlined Energy and Carbon Reporting Guidance’.

 

Intensity measurement

The GHG emissions have been assessed following the Greenhouse Gas Protocol Corporate Standard and has used the 2024 emission conversion factors published by Department for Environment, Food and Rural Affairs (Defra) and the Department for Business, Energy & Industrial Strategy (BEIS). The assessment follows the dual reporting (market and location-based) approach for assessing Scope 2 emissions from electricity usage. The financial control approach has been used.

Measures taken to improve energy efficiency

In an effort to improve our business’s energy efficiency and to reduce associated emissions, we switched our Blaise farm quarry’s diesel-powered fixed plants to 100% renewable (REGO certified) electricity during the year ended 30 September 2023. Also in that year the group implemented a new energy management system conforming to ISO 50001 in 2023 and successfully completed it’s external certification by NQA. During 2024, the group maximized its use of fixed plants, powered by mains electricity supplied by 100% renewable electricity, in order to minimize the use of mobile plants powered by diesel. The monitoring process of fuel efficiencies in both plant and vehicle fleet was also enhanced to reduce idling and improve work efficiencies.

P GALLAGHER II LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 6 -
Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

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

 

 

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

Strategic report

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments and the need to foster business relationships with suppliers, customers and others.

Statement of disclosure to auditor

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

On behalf of the board
Mr P Gallagher
Director
23 June 2025
P GALLAGHER II LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF P GALLAGHER II LIMITED
- 7 -
Opinion

We have audited the financial statements of P Gallagher II Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 September 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

P GALLAGHER II LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF P GALLAGHER II LIMITED
- 8 -
Matters on which we are required to report by exception

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

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

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

Auditor's responsibilities for the audit of the financial statements

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

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows;

P GALLAGHER II LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF P GALLAGHER II LIMITED
- 9 -

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

To address the risk of fraud through management bias and override of controls, we:

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from the financial transactions, the less likely it is that we would become aware or any possible non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of directors and other management and the inspection of regulatory and legal correspondence, if any.

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

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Mary Gregori FCA, FCCA (Senior Statutory Auditor)
For and on behalf of Goldblatts, Statutory Auditor
Chartered Accountants
4th Floor
4 Tabernacle Street
London
EC2A 4LU
24 June 2025
P GALLAGHER II LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 10 -
Period
ended
30 September
2024
Notes
£
Administrative expenses
1,989,450
Tax on profit
6
-
0
Profit for the financial period
1,989,450
Profit for the financial period is all attributable to the owners of the parent company.
Total comprehensive income for the period is all attributable to the owners of the parent company.
P GALLAGHER II LIMITED
GROUP BALANCE SHEET
AS AT
30 SEPTEMBER 2024
30 September 2024
- 11 -
2024
Notes
£
£
Fixed assets
Intangible assets
7
-
0
Tangible assets
8
27,150,658
27,150,658
Current assets
Stocks
11
991,873
Debtors
12
9,751,523
Cash at bank and in hand
4,314,276
15,057,672
Creditors: amounts falling due within one year
13
(11,198,562)
Net current assets
3,859,110
Total assets less current liabilities
31,009,768
Creditors: amounts falling due after more than one year
14
(26,792,555)
Provisions for liabilities
Deferred tax liability
17
2,226,763
(2,226,763)
Net assets
1,990,450
Capital and reserves
Called up share capital
18
1,000
Profit and loss reserves
1,989,450
Total equity
1,990,450
The financial statements were approved by the board of directors and authorised for issue on 23 June 2025 and are signed on its behalf by:
23 June 2025
Mr P Gallagher
Director
Company registration number 15976798 (England and Wales)
P GALLAGHER II LIMITED
COMPANY BALANCE SHEET
AS AT 30 SEPTEMBER 2024
30 September 2024
- 12 -
2024
Notes
£
£
Fixed assets
Investments
9
27,300,200
27,300,200
Current assets
Debtors
12
800
Creditors: amounts falling due within one year
13
(1,000,000)
Net current liabilities
(999,200)
Total assets less current liabilities
26,301,000
Creditors: amounts falling due after more than one year
14
(26,300,000)
Net assets
1,000
Capital and reserves
Called up share capital
18
1,000

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £0.

The financial statements were approved by the board of directors and authorised for issue on 23 June 2025 and are signed on its behalf by:
23 June 2025
Mr P Gallagher
Director
Company registration number 15976798 (England and Wales)
P GALLAGHER II LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 13 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 24 September 2024
-
0
-
0
-
0
Period ended 30 September 2024:
Profit and total comprehensive income
-
1,989,450
1,989,450
Issue of share capital
18
1,000
-
1,000
Balance at 30 September 2024
1,000
1,989,450
1,990,450
P GALLAGHER II LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 14 -
Share capital
Notes
£
Balance at 24 September 2024
-
0
Period ended 30 September 2024:
Profit and total comprehensive income
-
Issue of share capital
18
1,000
Balance at 30 September 2024
1,000
P GALLAGHER II LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 15 -
2024
Notes
£
£
Cash flows from operating activities
Cash generated from operations
22
-
0
Investing activities
Purchase of subsidiaries, net of cash acquired
4,314,276
Net cash generated from investing activities
4,314,276
Net increase in cash and cash equivalents
4,314,276
Cash and cash equivalents at beginning of period
-
0
Cash and cash equivalents at end of period
4,314,276
P GALLAGHER II LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 16 -
2024
Notes
£
£
Cash flows from operating activities
Net increase in cash and cash equivalents
-
Cash and cash equivalents at beginning of period
-
0
Cash and cash equivalents at end of period
-
0
P GALLAGHER II LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 17 -
1
Accounting policies
Company information

P Gallagher II Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is .

 

The group consists of P Gallagher II Limited and all of its subsidiaries.

1.1
Reporting period

The companies year end was shortened to 30th September 2024 to align with other group entities. The Group was formed when the company acquired the shares in Gallagher Aggregates Limited on the 30th September 2024 and therefore is no trading profit and loss for the period.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company P Gallagher II Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 30 September 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

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

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

P GALLAGHER II LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.5
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.7
Intangible fixed assets - goodwill

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

 

Negative Goodwill is released to the profit and loss in the year in which is originates.

1.8
Tangible fixed assets

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

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

Leasehold land and buildings
Over the life of the lease
Plant and equipment
5%-33% straight line
Fixtures and fittings
2-% straight line
Motor vehicles
25% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.9
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

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

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

P GALLAGHER II LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 19 -
1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

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

1.11
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.12
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

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

1.13
Equity instruments

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

1.14
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

P GALLAGHER II LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 20 -
1.15
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

2
Judgements and key sources of estimation uncertainty

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

 

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

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Fixed assets

Management regularly review the depreciation rates given to each class of fixed asset to ensure they are carrying the asset at the appropriate value. Where necessary the impairment of assets is also considered where the net book value seems unrealisable.

Stock and Work In Progress

Management consider the costs incurred in producing the stock to ensure the costs are correctly stated when calculating the lower of cost or net realisable value.

3
Operating profit
2024
£
Operating profit for the period is stated after (crediting):
Release of negative goodwill
(1,989,450)
4
Auditor's remuneration
2024
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
-
P GALLAGHER II LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 21 -
5
Employees

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

Group
Company
2024
2024
Number
Number
Total
-
-
0

The Group has no direct employees, all labour was supplied by Gallagher Resources Limited, including those paid under contract of service agreements.

6
Taxation

The actual charge for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:

2024
£
Profit before taxation
1,989,450
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00%
497,363
Amortisation on assets not qualifying for tax allowances
(497,363)
Taxation charge
-
7
Intangible fixed assets
Group
Negative goodwill
£
Cost
At 24 September 2024
-
0
Additions - business combinations
(1,989,450)
Other movements
1,989,450
At 30 September 2024
-
0
Amortisation and impairment
At 24 September 2024 and 30 September 2024
-
0
Carrying amount
At 30 September 2024
-
0
The company had no intangible fixed assets at 30 September 2024.
P GALLAGHER II LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 22 -
8
Tangible fixed assets
Group
Leasehold land and buildings
Assets under construction
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 24 September 2024
-
0
-
0
-
0
-
0
-
0
-
0
Business combinations
344,689
937,730
25,085,607
386,827
395,805
27,150,658
At 30 September 2024
344,689
937,730
25,085,607
386,827
395,805
27,150,658
Depreciation and impairment
At 24 September 2024 and 30 September 2024
-
0
-
0
-
0
-
0
-
0
-
0
Carrying amount
At 30 September 2024
344,689
937,730
25,085,607
386,827
395,805
27,150,658
The company had no tangible fixed assets at 30 September 2024.

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2024
2024
£
£
Plant and equipment
3,252,026
-
0
9
Fixed asset investments
Group
Company
2024
2024
Notes
£
£
Investments in subsidiaries
10
-
0
27,300,200
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 24 September 2024
-
Additions
27,300,200
At 30 September 2024
27,300,200
Carrying amount
At 30 September 2024
27,300,200
P GALLAGHER II LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 23 -
10
Subsidiaries

Details of the company's subsidiaries at 30 September 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Gallagher Aggregates Limited
See below
Ordinary
100.00
-
Gallagher Processed Aggregates Limited
See below
Ordianary
0
100.00

The registered office of the subsidiaries above is Leitrim House, Little Preston, Aylesford, Kent ME20 7NS.

11
Stocks
Group
Company
2024
2024
£
£
Work in progress
138,744
-
Finished goods and goods for resale
853,129
-
0
991,873
-
12
Debtors
Group
Company
2024
2024
Amounts falling due within one year:
£
£
Trade debtors
8,074,651
-
0
Unpaid share capital
800
800
Other debtors
910,056
-
0
Prepayments and accrued income
766,016
-
0
9,751,523
800
13
Creditors: amounts falling due within one year
Group
Company
2024
2024
Notes
£
£
Obligations under finance leases
16
639,137
-
0
Trade creditors
4,636,106
-
0
Corporation tax payable
303,556
-
0
Other taxation and social security
670,459
-
Other creditors
2,020,508
1,000,000
Accruals and deferred income
2,928,796
-
0
11,198,562
1,000,000
P GALLAGHER II LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 24 -
14
Creditors: amounts falling due after more than one year
Group
Company
2024
2024
Notes
£
£
Obligations under finance leases
16
492,555
-
0
Other borrowings
15
26,300,000
26,300,000
26,792,555
26,300,000
15
Loans and overdrafts
Group
Company
2024
2024
£
£
Preference shares
26,300,000
26,300,000
Payable after one year
26,300,000
26,300,000

On 30th September 2024 the company issued 26,300,000 redeemable preference shares. The holders of these shares are entitled to a fixed annual dividend of 0.05%

 

The preference shares are redeemable upon the receipt of notice from the holders.

16
Finance lease obligations
Group
Company
2024
2024
£
£
Future minimum lease payments due under finance leases:
Within one year
639,137
-
0
In two to five years
492,555
-
0
1,131,692
-

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

P GALLAGHER II LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 25 -
17
Deferred taxation

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

Liabilities
2024
Group
£
Accelerated capital allowances
1,974,352
Reinstatement provision
252,411
2,226,763
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the period:
£
£
Asset at 24 September 2024
-
-
Other
2,226,763
-
Liability at 30 September 2024
2,226,763
-

£678,691 of the the deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

18
Share capital
Group and company
2024
2024
Ordinary share capital
Number
£
Issued and not fully paid
Ordinary shares of £1 each
1,000
1,000

£800 of the ordinary share capital is unpaid.

19
Operating lease commitments

At the year end the group had commitments to pay royalties amounting to £500,000 per annum over the next 3 years.

P GALLAGHER II LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 26 -
20
Related party transactions

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2024
£
Group
Companies under common control
417,880
Key management personnel
187,325
Other related parties
583,800

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2024
Balance
£
Group
Companies under common control
947,652
Other related parties
3,695
21
Controlling party

No one individual controls the company.

22
Cash generated from group operations
2024
£
Profit after taxation
1,989,450
Release of negative goodwill
(1,989,450)
Cash generated from operations
-
23
Cash generated from operations - company
2024
£
Profit after taxation
-
Cash generated from operations
-
P GALLAGHER II LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 27 -
24
Analysis of changes in net debt - group
24 September 2024
Acquisitions and disposals
30 September 2024
£
£
£
Cash at bank and in hand
-
4,314,276
4,314,276
Borrowings excluding overdrafts
-
(26,300,000)
(26,300,000)
Obligations under finance leases
-
(1,131,692)
(1,131,692)
-
(23,117,416)
(23,117,416)
25
Analysis of changes in net debt - company
24 September 2024
Acquisitions and disposals
30 September 2024
£
£
£
Borrowings excluding overdrafts
-
(26,300,000)
(26,300,000)
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