Company registration number 15863569 (England and Wales)
P GALLAGHER LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
P GALLAGHER LIMITED
COMPANY INFORMATION
Directors
Mr P Gallagher
(Appointed 29 July 2024)
Ms L Gallagher
(Appointed 29 July 2024)
Mr S Gallagher
(Appointed 30 September 2024)
Mr R Gallagher
(Appointed 30 September 2024)
Mrs N Sullivan
(Appointed 30 September 2024)
Company number
15863569
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 LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 7
Independent auditor's report
8 - 10
Group statement of comprehensive income
11
Group balance sheet
12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Company statement of cash flows
17
Notes to the financial statements
18 - 31
P GALLAGHER 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 Group Holdings 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 Group Holdings Limited.

 

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

 

Future Prospects

The Group has entered the new financial year with a strong order book and a good level of tenders. General inflation levels have reduced, which should provide some confidence to the market, however are still above the target levels. Interest rates remain high, however have started to fall, albeit at a slower rate than previously expected. Our focus on delivering high-quality projects to a loyal customer base ensures a positive outlook.

Planning permission for commercial development has been granted on a plot of Land owned by the company in Paddock Wood, now known as The Hop Exchange, all options for its future development or sale are being considered.

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 services which are valued by its customers. The group regularly reviews the quality of its 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 – the Group operates in a specialised market and seeks to maintain a competitive advantage by offering an appropriate and relevant service range and providing a high level of customer service from professional and dedicated staff. The group keeps abreast of developments in the market through maintaining regular dialogue with its clients 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 on a regular basis. We promote from within whenever we can to maintain the group culture. We also embrace new people from elsewhere as they bring fresh ideas and the benefits of their experience.

Financial Risk – the Group is principally funded from retained profits. Financial monitoring, forecasting, and planning are ever present processes with the care taken to achieve a reasonable profit margin and investment in resources whilst maintaining delivery of a high-quality service 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 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 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 2 -

Health and Safety and Environmental Management

The Group considers health, safety, and environmental management to be a top priority within the business. We approach the subject in a responsible, practical and pragmatic manner, concentrating on the things that make a difference. Gallagher Limited is ISO45001 accredited, has reformed its QA system through Flowforma, has started using Chime time and attendance which has provided a live training matrix for our projects in addition to using Skillco to assist management of our training needs. We have a positive and professional attitude to these subjects led by the Directors and senior managers who are required to set a good example.

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 and analysis 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. During 2023, the HSQE management systems have been reassessed and externally certified as compliant by Achilles Building Confidence, ISO 9001 and ISO 14001 and Construction line Level 3 Gold. In 2021 we also gained accreditation to ISO 45001. We continue to focus on the Health and Safety requirements of the business, and 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 12 of the financial statements shows that the group's financial position at the year end is strong in both net assets and liquidity terms.

Cash Measure - the net cash balance (Cash and cash equivalents less borrowings) is a measure of the strength of the balance sheet and to confirm that the group has the funds necessary to continue to grow organically.

 

Net cash balance is £57.8m.

Other performance indicators

We measure and analyse several non-financial criteria in order to identify our performance and to help spot trends, including:

Health and Safety – RIDDOR accidents, minor accidents, Toolbox talks, near misses, Service Strikes and rolling Accident Frequency rate.

Staff turnover – staff who leave and the reasons thereto.

Enquiry success rate for tenders and price estimates.

 

The number of vacant days amongst the investment property units.

 

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. Generally speaking, our policy is to pay suppliers 45 days from the end of the month of delivery. Other terms can be agreed in exceptional circumstances.

P GALLAGHER LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 3 -
Statement in respect of Section 172 (1) Companies Act 2006 for the Accounting Period ending 30th September 2024

P Gallagher Limited is the parent of Gallagher Group Holdings Limited, within this Group are Gallagher Group Limited, Gallagher Limited and Gallagher Plant Limited. The same family of shareholders ultimately control a separate legal Group P Gallagher II Limited the parent of Gallagher Aggregates Limited.

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.

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 and 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 company.

P GALLAGHER LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 4 -

Environment: The group is aware of the increasing need to protect the environment and has recently completed its fifth Streamlined Energy and Carbon report. The results of the report are summarised in the Directors Report, which shows an increase in energy consumption in 2024 versus 2023. The increase was driven by the nature of the groundworks and civil engineering projects undertaken by Gallagher Limited, which involved the use of more heavy plant during 2024 compared to 2023. The Group aims to be carbon neutral and is reviewing its use of fuels as well as other carbon reduction related projects. 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. It also makes material donations to local and national charities and encourages employees to complete charitable work across the community.

On behalf of the board

Mr P Gallagher
Director
23 June 2025
P GALLAGHER LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 5 -

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 activities of the group is that of construction, plant hire, property investors and providing services to the construction industry and its subsidiaries.

 

P Gallagher Limited is one of the largest privately owned building, civil engineering and plant hire businesses in Kent. Its subsidiaries have over 50 years experience and a desire to continually improve the services we provide and the environment in which we live and work.

Results and dividends

The results for the period are set out on page 11.

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:

Mr P Gallagher
(Appointed 29 July 2024)
Ms L Gallagher
(Appointed 29 July 2024)
Mr S Gallagher
(Appointed 30 September 2024)
Mr R Gallagher
(Appointed 30 September 2024)
Mrs N Sullivan
(Appointed 30 September 2024)
Financial instruments
Treasury operations and Financial instruments

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

Liquidity risk

The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the company 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.

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.

P GALLAGHER LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 6 -
Energy and carbon report

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.

2024
Energy consumption
kWh
Aggregate of energy consumption in the year
34,560,371
2024
Emissions of CO2 equivalent
metric tonnes
Scope 1 - direct emissions
- Gas combustion
8,084.51
- Fuel consumed for owned transport
457.72
8,542.23
Scope 2 - indirect emissions
- Electricity purchased
33.42
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the group
70.62
Total gross emissions
8,646.27
Intensity ratio
Tonnes CO2e per employee
70.89
Quantification and reporting methodology

The Group 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 GHG 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 approach for assessing Scope 2 emissions from electricity usage. The financial control approach has been used.

Measures taken to improve energy efficiency

Currently, 100% of our electricity is backed by renewable sources. Additionally, this year HVO was used at one of larger projects and 121.6tCO2e was avoided as a result. The CO2 impact is deemed out of scope as per DEFRA guidelines.

 

P GALLAGHER LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 7 -
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 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF P GALLAGHER LIMITED
- 8 -
Opinion

We have audited the financial statements of P Gallagher 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 LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF P GALLAGHER LIMITED
- 9 -
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 LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF P GALLAGHER LIMITED
- 10 -

We assessed the susceptibility of the group’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 LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 11 -
Period
ended
30 September
2024
Notes
£
Tax on profit
6
-
0
Profit for the financial period
-
0
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 LIMITED
GROUP BALANCE SHEET
AS AT
30 SEPTEMBER 2024
30 September 2024
- 12 -
2024
Notes
£
£
Fixed assets
Goodwill
7
81,653,315
Total intangible assets
81,653,315
Tangible assets
8
13,146,916
Investment property
9
6,159,200
Investments
10
882,991
101,842,422
Current assets
Stocks
12
5,432,676
Debtors
13
21,137,235
Cash at bank and in hand
57,773,525
84,343,436
Creditors: amounts falling due within one year
14
(38,998,381)
Net current assets
45,345,055
Total assets less current liabilities
147,187,477
Creditors: amounts falling due after more than one year
15
(144,574,248)
Provisions for liabilities
Deferred tax liability
18
2,384,259
(2,384,259)
Net assets
228,970
Capital and reserves
Called up share capital
20
228,970
Total equity
228,970
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 15863569 (England and Wales)
P GALLAGHER LIMITED
COMPANY BALANCE SHEET
AS AT 30 SEPTEMBER 2024
30 September 2024
- 13 -
2024
Notes
£
£
Fixed assets
Investments
10
155,699,999
155,699,999
Current assets
Debtors
13
271,085
Creditors: amounts falling due within one year
14
(8,271,085)
Net current liabilities
(8,000,000)
Total assets less current liabilities
147,699,999
Creditors: amounts falling due after more than one year
15
(143,971,029)
Net assets
3,728,970
Capital and reserves
Called up share capital
20
228,970
Profit and loss reserves
3,500,000
Total equity
3,728,970

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £3,500,000.

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 15863569 (England and Wales)
P GALLAGHER LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 14 -
Share capital
Notes
£
Balance at 29 July 2024
-
0
Period ended 30 September 2024:
Profit and total comprehensive income
-
Issue of share capital
20
228,970
Balance at 30 September 2024
228,970
P GALLAGHER LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 15 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 29 July 2024
-
0
-
0
-
0
Period ended 30 September 2024:
Profit and total comprehensive income
-
3,500,000
3,500,000
Issue of share capital
20
228,970
-
228,970
Balance at 30 September 2024
228,970
3,500,000
3,728,970
P GALLAGHER LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 16 -
2024
Notes
£
£
Cash flows from operating activities
Cash generated from operations
25
-
0
Investing activities
Purchase of subsidiaries, net of cash acquired
57,773,525
Net cash generated from investing activities
57,773,525
Net increase in cash and cash equivalents
57,773,525
Cash and cash equivalents at beginning of period
-
0
Cash and cash equivalents at end of period
57,773,525
P GALLAGHER LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 17 -
2024
Notes
£
£
Cash flows from operating activities
Cash absorbed by operations
26
(3,500,000)
Investing activities
Dividends received
3,500,000
Net cash generated from investing activities
3,500,000
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 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 18 -
1
Accounting policies
Company information

P Gallagher Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 4th Floor, 4 Tabernacle Street, London EC2A 4LU.

 

The group consists of P Gallagher 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 Group Holdings Limited on the 30th September 2024 and therefore there is no 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, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. 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 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.

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

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

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.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

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, which is 20 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

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:

Plant and equipment
20% - 33% straight line
Fixtures and fittings
20% - 33% straight line
Motor vehicles
25% - 33% 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
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

P GALLAGHER LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 20 -
1.10
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.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

1.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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.

1.12
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..

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.

1.13
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.

P GALLAGHER LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 21 -
1.14
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.

1.15
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.

1.16
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.

P GALLAGHER LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 22 -
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.

Valuation of Goodwill

In calculating the goodwill figure, the cost of the investment in Gallagher Group Limited was arrived at based on a valuation carried out by KPMG

Fair value of net assets

The fair value of net assets has been calculated using the open market value at the date of acquisition where this is appropriate.

Stage of completion for ongoing contracts

The amounts due from contract customers requires the company to make a judgement in relation to the stage of completion of the contracts ongoing at the year end. Management are provided with internal valuations by experienced personnel based on the costs incurred to date and the terms and conditions of the contract.

Impairment review of Investment property & Fixed assets

Management regularly review the current market value, rental market and rental yields of the Investment property.

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.

Recoverability of Intercompany balances

Management regularly review the intercompany balances for recoverability.

3
Operating profit
2024
£
Operating profit for the period is stated after charging:
-
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 LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 23 -
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 credit for the period based on the profit or loss and the standard rate of tax as follows:

2024
£
Profit before taxation
-
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00%
-
Taxation charge in the financial statements
-
7
Intangible fixed assets
Group
Goodwill
£
Cost
At 29 July 2024
-
0
Additions
81,653,315
At 30 September 2024
81,653,315
Amortisation and impairment
At 29 July 2024 and 30 September 2024
-
0
Carrying amount
At 30 September 2024
81,653,315
The company had no intangible fixed assets at 30 September 2024.
P GALLAGHER LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 24 -
8
Tangible fixed assets
Group
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
Cost
At 29 July 2024
-
0
-
0
-
0
-
0
Business combinations
11,574,374
154,049
1,418,493
13,146,916
At 30 September 2024
11,574,374
154,049
1,418,493
13,146,916
Depreciation and impairment
At 29 July 2024 and 30 September 2024
-
0
-
0
-
0
-
0
Carrying amount
At 30 September 2024
11,574,374
154,049
1,418,493
13,146,916
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
4,452,297
-
0
9
Investment property
Group
Company
2024
2024
£
£
Fair value
At 29 July 2024 and 30 September 2024
-
-
Additions through business combinations
6,159,200
-
At 30 September 2024
6,159,200
-

Investment property amounts to £6,159,200. The fair value of the investment property has been arrived at on the basis of a valuation carried out by BNP Paribas on 30 August 2024. BNP Paribas are not connected with the company. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties. The directors considered the value on 30 September 2024 and are of the opinion that there has been no significant change in value since 30 August 2024.

 

P GALLAGHER LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 25 -
10
Fixed asset investments
Group
Company
2024
2024
Notes
£
£
Investments in subsidiaries
11
-
0
155,699,999
Unlisted investments
882,991
-
0
882,991
155,699,999
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 29 July 2024
-
Additions
882,991
At 30 September 2024
882,991
Carrying amount
At 30 September 2024
882,991
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 29 July 2024
-
Additions
155,699,999
At 30 September 2024
155,699,999
Carrying amount
At 30 September 2024
155,699,999
11
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 Group Holdings Limited
See below
Ordinary
100.00
-
Gallagher Group Limited
See below
Ordinary
0
100.00
Gallagher Limited
See below
Ordinary
0
100.00
Gallagher Plant Limited
See below
Ordinary
0
100.00

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

P GALLAGHER LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 26 -
12
Stocks
Group
Company
2024
2024
£
£
Raw materials and consumables
27,533
-
Work in progress
5,405,143
-
5,432,676
-
13
Debtors
Group
Company
2024
2024
Amounts falling due within one year:
£
£
Trade debtors
9,387,151
-
0
Gross amounts owed by contract customers
6,816,171
-
0
Corporation tax recoverable
153,410
-
0
Amounts owed by group undertakings
-
271,085
Other debtors
2,913,460
-
0
Prepayments and accrued income
1,794,165
-
0
21,064,357
271,085
Deferred tax asset (note 18)
66,578
-
0
21,130,935
271,085
Amounts falling due after more than one year:
Other debtors
6,300
-
0
Total debtors
21,137,235
271,085

The amounts owed by group companies, companies under common control and related parties (included within other debtors falling due within one year) are interest free, with no security and no fixed repayment terms.

P GALLAGHER LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 27 -
14
Creditors: amounts falling due within one year
Group
Company
2024
2024
Notes
£
£
Obligations under finance leases
17
1,156,558
-
0
Trade creditors
7,735,850
-
0
Corporation tax payable
1,016,513
-
0
Other taxation and social security
183,262
-
Deferred income
19
5,448,485
-
0
Other creditors
11,130,759
8,271,085
Accruals and deferred income
12,326,954
-
0
38,998,381
8,271,085

The amounts owed to companies under common control and other related parties (included in other creditors) are interest free, with no security and no fixed repayment terms.

15
Creditors: amounts falling due after more than one year
Group
Company
2024
2024
Notes
£
£
Obligations under finance leases
17
603,219
-
0
Other borrowings
16
143,971,029
143,971,029
144,574,248
143,971,029
16
Loans and overdrafts
Group
Company
2024
2024
£
£
Preference shares
143,971,029
143,971,029
Payable after one year
143,971,029
143,971,029

On 30 September 2024 the company issued 143,971,029 redeemable preference shares. The holder 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 of the preference shares.

P GALLAGHER LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 28 -
17
Finance lease obligations
Group
Company
2024
2024
£
£
Future minimum lease payments due under finance leases:
Within one year
1,156,557
-
0
In two to five years
603,220
-
0
1,759,777
-

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.

18
Deferred taxation

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

Liabilities
Assets
2024
2024
Group
£
£
Accelerated capital allowances
2,384,259
66,578
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the period:
£
£
Asset at 29 July 2024
-
-
Other
2,317,681
-
Liability at 30 September 2024
2,317,681
-

We are expecting a net decrease of the deferred tax liability amounting to £937,436 in the next 12 months due to the written down allowances being in excess of the depreciation rate used.

19
Deferred income
Group
Company
2024
2024
£
£
Other deferred income
5,448,485
-
P GALLAGHER LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 29 -
20
Share capital
Group and company
2024
2024
Ordinary share capital
Number
£
Issued and fully paid
Ordinary shares of £1 each
228,970
228,970
21
Operating lease commitments

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

Group
Company
2024
2024
£
£
Within one year
980,000
-
Between two and five years
3,920,000
-
In over five years
4,900,000
-
9,800,000
-
22
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2024
2024
£
£
Acquisition of tangible fixed assets
505,736
-
23
Related party transactions
Transactions with related parties

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2024
£
Group
Companies under common control
1,661,823
Key management personnel
867,323
Other related parties
259,451
P GALLAGHER LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
23
Related party transactions
(Continued)
- 30 -

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2024
Balance
£
Group
Companies under common control
487
Other related parties
2,139,380
Company
Entities over which the company has control, joint control or significant influence
271,085
24
Controlling party

No one individual controls the company.

25
Cash generated from group operations
2024
£
Profit after taxation
-
Cash generated from operations
-
26
Cash absorbed by operations - company
2024
£
Profit after taxation
3,500,000
Adjustments for:
Investment income
(3,500,000)
Movements in working capital:
Increase in debtors
(271,085)
Decrease in creditors
(3,228,915)
Cash absorbed by operations
(3,500,000)
P GALLAGHER LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
- 31 -
27
Analysis of changes in net debt - group
29 July 2024
Acquisitions and disposals
30 September 2024
£
£
£
Cash at bank and in hand
-
57,773,525
57,773,525
Borrowings excluding overdrafts
-
(143,971,029)
(143,971,029)
Obligations under finance leases
-
(1,759,777)
(1,759,777)
-
(87,957,281)
(87,957,281)
28
Analysis of changes in net debt - company
29 July 2024
Acquisitions and disposals
30 September 2024
£
£
£
Borrowings excluding overdrafts
-
(143,971,029)
(143,971,029)
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