ANNUAL REPORT AND ACCOUNTS 2011 2
2011
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS
Highlights of the Year                                                                      3
The Breedon Aggregates Product Chain                                     4
Our Areas of Operation                                                                   6
Chairman’s Statement                                                                      8
Chief Executive’s Review                                                             10
Financial Review                                                                           14
Corporate Social Responsibility                                                 20
Directors                                                                                          26
Directors’ Report                                                                            28
Corporate Governance                                                                  30
Directors’ Remuneration Report                                                  32
Statement of Directors’ Responsibilities                                   36
Independent Auditor’s Report to the Members                         37
Consolidated Income Statement                                                 38
Consolidated Statement of Comprehensive Income               39
Consolidated Statement of Financial Position                         40
Consolidated Statement of Changes in Equity                          41
Consolidated Statement of Cash Flows                                     42
Notes to the Financial Statements                                              43
Notice of Annual General Meeting                                             74
Appendix to the Notice of Annual General Meeting               77
Advisors & Company Information                                               80
Shareholder Information                                                               80
CONTENTS
By the end of 2011 Breedon Aggregates had nearly 200 million tonnes 
of reserves and resources at its 26 quarries in England and Scotland.
In January 2012 we were granted consent for an extension to our
Ethiebeaton quarry near Dundee. 3
HIGHLIGHTS OF THE YEAR
FINANCIAL HIGHLIGHTS Change*
Revenue £168.9 million +17.5%
Underlying EBITDA
†
£17.1 million +24.8%
Underlying operating profit
†
£5.7 million
Underlying profit before tax
†
£1.5 million
Total non-current assets £154.4 million
4.1 million tonnes of aggregates sold
1.4 million tonnes of asphalt sold
400,000 cubic metres of ready-mixed concrete sold
*Based on unaudited pro forma results for the full 12 months ended 31 December 2010.
† Underlying results are stated before acquisition related expenses, redundancy and reorganisation costs, property items,
impairments, amortisation of acquisition intangibles, changes in the fair value of financial instruments and gains on
bargain purchase.  References to an underlying profit measure throughout this Annual Report are defined on this basis.
Front cover: Richard Brooks, concrete mixer driver, and the Group’s landmark Breedon quarry
OPERATIONAL HIGHLIGHTS
! Group EBITDA margin improved to 10.1%, despite high cost inflation
! Strong turnaround in English business
! First bolt-on acquisition: C&G Concrete
! 24 million tonnes of additional mineral reserves & resources acquired
! GoodQuarry initiative launched to raise operational standards
! Improved health & safety focus, further improvements identified
! Post year end, Nottingham Readymix acquired 4
2011
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS
THE BREEDON AGGREGATES PRODUCT CHAIN
The key to our business is the acquisition of permitted
aggregates reserves. New consents are granted sparingly
and with stringent conditions attached. Breedon Aggregates
has successfully accumulated nearly 200 million tonnes of
mineral reserves and resources in the UK, including 24
million tonnes acquired in 2011. This is enough to last
around 48 years at current rates of extraction.
Rock is blasted from the working faces of our hard rock
quarries and passed through a series of crushers and
screens to produce several types and grades of ‘dry’
aggregates for onward sale to external customers or for
use in our own operations. We also have a number of
quarries that produce sand and gravel for both internal and
external use, including one of the UK’s richest and highest
quality reserves at Norton Bottoms in Lincolnshire.
Some of our aggregates are mixed with bought-in
bitumen to produce a variety of speciality surfacing
products at our 18 asphalt plants in England and Scotland.
These are used either by our own contracting teams or by
external contractors to surface roads, car parks, airport
runways and racetracks around the UK.
Some of our aggregates are mixed with bought-in
cement and other additives at our 40 readymix plants to
produce ready-mixed concrete and mortar for sale to
commercial, industrial, infrastructure and housing
developers. Our 1stMix ‘mini mix’ operation specialises
in small loads for homes and businesses.
We also supply an exclusive range of decorative
aggregates, sold loose or bagged, which is used in a wide
variety of domestic and commercial applications, from
drives and pathways to courtyards and architectural
landscaping. Breedon Special Aggregates have been used
in many of the UK’s leading stately homes and tourist
attractions, including the London Olympic Village.
Our fleet of over 220 specialist vehicles delivers the full
range of our products to customers around Great Britain.
Through our associate company, BEAR Scotland Limited,
we maintain and manage much of the trunk road
infrastructure in Scotland. We also own a majority stake in
Alba Traffic Management Limited, a leading provider of
traffic management solutions throughout Scotland.
We process stone from our quarries into quality aggregates, 
ready-mixed concrete and mortar, and a comprehensive range of 
asphalt products. Our operations comprise two fully-integrated, autonomous 
businesses, in England and Scotland, each with its own independent management team. 5 6
2011
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS
OUR AREAS OF OPERATION
BREEDON AGGREGATES ENGLAND BREEDON AGGREGATES SCOTLAND
Tim Hall is Chief Executive of our English business. He
has spent his entire career in the aggregates industry,
most recently as Director of Tarmac Limited’s Western
Area until 2010, when he joined Breedon Aggregates.
Prior to this he was Managing Director of Tarmac
Western Limited, the company formed by Anglo
American from the former assets of Nash Rocks, Tilcon
and Tarmac. He spent the previous 27 years with Nash
Rocks, latterly as Managing Director.
Our English operations are headquartered at Breedon-on-
the-Hill near East Midlands airport and employ approximately
400 people across the central region of the country. We
operate 9 quarries, 7 asphalt plants and 18 ready-mixed
concrete and mortar plants, primarily supplying the West
Midlands, East Midlands and eastern England.
Our English contracting services business undertakes minor
road-surfacing projects as well as major infrastructure
contracts, serving an area from the east coast to mid-Wales
and from the M62 corridor to the South Midlands.
Alan Mackenzie is Chief Executive of our Scottish
operations. He has spent more than 30 years in the
aggregates industry, initially with Wimpey and later with
Tarmac, where he was latterly Contracting Director of the
company’s largest region in central England. Alan joined
Breedon Aggregates Scotland in 2001 as Regional Director
for North and W  est Scotland. After leaving for a four year
spell as Chief Executive of BEAR Scotland, he rejoined the
Group in 2006 as Chief Executive of its Scottish business.
Alan is Chairman of the Asphalt Industry Alliance and the
Mineral Products Association in Scotland. 
Our Scottish operations are headquartered at Ethiebeaton,
near Dundee, and employ around 400 people. Breedon
Aggregates Scotland operates 17 quarries, 11 asphalt
plants and 22 ready-mixed concrete plants, primarily
supplying the north, west and east of Scotland.
We own a 37.5% stake in BEAR Scotland Limited, which
manages the north-east and south-east trunk road networks
on behalf of Transport Scotland, and we also own a majority
stake in traffic management services company Alba Traffic
Management Limited. 7
Leicester
Northampton
Lincoln
Cambridge
Norwich
Ipswich
Oxford
Worcester
Derby
Shrewsbury
Nottingham
Birmingham
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Oban
Aberdeen
Peterhead
Aviemore
Stirling
Dundee
Inverness
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Scotland
1 Morefields Quarry
2 Banavie Quarry
3 Benderloch Quarry*
4 Bonawe Quarry
5 West Area Contracting
6 Furnace Quarry
7 Shierglas Quarry
8 Meadowside Quarry
9 Aviemore Concrete Plant
10 Inverness Concrete Plant
11 Daviot Asphalt Plant
12 Netherglen Quarry
13 Rothes Glen Concrete Plant
14 Boyne Bay Quarry
15 Stirlinghill Quarry
16 Inverurie Concrete Plant
17 Bridge of Don Concrete Plant
18 Craigenlow Quarry
19 Westhill Concrete Plant
20 Deeside Concrete Plant
21 Capo Quarry*
22 Cunmont Quarry**
23 Ethiebeaton Quarry
24 Balmullo Quarry
25 Clatchard Craig Quarry
26 Kirkcaldy Concrete Plant
27 Orrock Quarry
28 Dunfermline Concrete Plant
England
29 Mansfield Asphalt Plant
30 Nottingham Readymix
31 Leaton Quarry
32 Leinthall Quarry
33 Breedon Quarry*
34 Cloud Hill Quarry
35 Ling Hall Asphalt & Concrete Plant
36 Corby Asphalt & Concrete Plant
37 Peterborough Concrete Plant
38 Stamford Concrete Plant
39 South Witham Quarry
40 Grantham Concrete Plant
41 Sleaford Concrete Plant
42 Norton Bottoms Quarry
43 Woodhall Concrete Plant
44 Kelsey Road Quarry
45 Kettleby Quarry
46 Elsham Concrete Plant
47 Grimsby Concrete Plant
48 Skegness Concrete Plant
49 Boston Concrete Plant
50 Long Sutton Concrete Plant
51 King’s Lynn Concrete Plant
52 Shropham Quarry**
53 Longwater Asphalt Plant
*Decorative Aggregates are also available bagged   **Recycling available
UK LOCATIONS 8
2011
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS
CHAIRMAN’S STATEMENT
OUR STRATEGY 
is to continue to win new business in a very competitive
market by remaining nimble and flexible, and providing
a high-value local service to our customers 9
In our first full year as Breedon Aggregates we have been
clearly focused on adding strength to our business. We
have significantly increased our mineral reserves,
extended our geographical reach, secured critical mass in
our English ready-mixed concrete business and returned
our English contracting operation to profit. We can draw
considerable satisfaction from these achievements, whilst
recognising that the market remains challenging and we
must continue to drive the business hard to deliver the
returns our shareholders expect from us.
The highlight of the year was undoubtedly our acquisition
in July of the C&G Concrete business, the leading ready-
mixed concrete producer in Lincolnshire, which also has
some of the most substantial and highest-quality sand
and gravel reserves to be found anywhere in the UK. This
was an excellent purchase, which has already made a
positive contribution in the year under review, and we are
well on the way to exploiting the significant synergies it
offers with our operations in the East Midlands. 
C&G’s extensive sand and gravel reserves added some 24
million tonnes to the Group’s total reserves and resources
in 2011, which now stand at nearly 200 million tonnes,
enough to last some 48 years at current rates of extraction.
In addition, we secured planning consent for 12 million
tonnes of aggregates at one of our key English quarries.
Despite very competitive trading conditions, sales volumes
held up well, with growth across all product groups in both
England and Scotland. We are pleased to report a very
satisfactory EBITDA of £17.1 million on revenues of £168.9
million, with a return to underlying profit before tax of £1.5
million. Year-end borrowings at £96.2 million mask a steady
reduction in our underlying debt, with the reported increase
reflecting the £10.8 million outlay on our acquisition of C&G.
You will find a detailed review of Breedon Aggregates’
progress during the year in your Group Chief Executive’s
review on pages 10 to 12 of this report. I will confine
myself here to highlighting the considerable
achievements of the management team in reducing
costs, eliminating losses across the business, improving
procurement and credit terms, and recovering all major
raw material cost increases over the year.
I would also like to highlight the encouraging progress made
in all areas of health and safety. Much has been achieved,
but there is still much to do. This remains the number-one
item on our board agenda and there will be no relaxation in
our efforts to achieve ‘Zero Harm’ in all our operations.
Looking ahead, our objective remains the same: to be the
safest, most profitable and best run aggregates business
in the UK. The operational improvements we have made
in the last year have set us on the right trajectory. 
The outlook for 2012 presents a mixed picture following
the reversal of GDP growth in the final quarter of 2011.
The Construction Products Association anticipates a 3.6
per cent fall in construction output over the year as a
whole and the full impact of public sector spending cuts is
now beginning to be felt, particularly in Scotland.
However, the increases in English housing and
infrastructure spending announced by the Government in
its autumn statement are very welcome and, provided
reality matches expectation, should have a positive
impact on demand for our products in the medium term.
More importantly, we believe that our proven ability to be
flexible and nimble, providing a high-value local service to
a wide range of private and public sector customers, will
enable us to continue to win new business even in a
highly competitive market.
Furthermore, we believe there is significant scope to
further expand the Group and we remain committed to
securing additional bolt-on acquisitions of earnings-
enhancing aggregates related businesses. The current
market conditions are definitely creating opportunities to
purchase assets at realistic prices and several acquisition
opportunities remain under review, and we were pleased
to announce the acquisition of Nottingham Readymix in
January 2012. 
The decision by the OFT to refer Britain’s aggregates,
cement and ready-mixed concrete markets to the
Competition Commission for investigation will inevitably
create some uncertainty in the industry pending publication
of the Commission’s report, due at the latest by January
2014.  We have submitted a summary of our views to the
Commission and continue to believe that any conclusions it
might reach are more likely than not to create opportunities
for us in the longer term. 
In closing, I would like to acknowledge that none of our
achievements over the past year would have been possible
without the unstinting dedication and hard work of our 800
employees. I am particularly delighted that our financial
performance in 2011 enabled us to show our appreciation
in a more tangible form with the payment of a modest
Christmas bonus, the first in many years. I recognise that
many of you reading this are shareholding employees and,
on behalf of the Board, I would like to thank you for all your
outstanding efforts over the past year.
We have every expectation of making further progress in
the year ahead.
Peter Tom CBE
Executive Chairman
6 March 2012 10
2011
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS
CHIEF EXECUTIVE’S REVIEW
OUR OBJECTIVE 
remains unchanged: to be the safest, most profitable 
and best-run aggregates business in the UK 11
I am very pleased to report that we have made substantial
progress on a number of fronts in our first full year of
trading following the creation of Breedon Aggregates in
September 2010. The business has been stabilised
following a difficult period under bank ownership and we
have returned the English business to profit while
maintaining a robust performance in Scotland where
market conditions have been particularly difficult. I am
especially pleased that our improved trading performance
allowed us to pay a modest bonus to all employees in
December in recognition of their hard work during the year.
OPERATIONAL HIGHLIGHTS
At the beginning of the year, we identified a number of key
priorities that needed to be addressed if the business was to
perform to our expectations in 2011 and beyond. First
amongst these was the reorganisation of the management
team in England under the direction of the new Chief
Executive, Tim Hall. The necessary changes were
implemented early in the first quarter of the year and the new
team moved quickly to eliminate the significant contracting
losses of the previous year, improve customer service and
recover market share lost during the disruption of the
administration of the previous parent company in 2009. We
now have experienced and proven management teams in
both England and Scotland, which gives me great confidence
in our ability to take the business forward in the years ahead.
In July, we made our first acquisition, buying Lincolnshire-
based C&G Concrete from the administrator for £10.8
million, following an insolvency process. This business
had been a target for some time and we had been in
discussions with the owners prior to its administration.
C&G comprises 3 sand and gravel quarries and 12 ready-
mixed concrete and mortar plants and has identified
mineral reserves and resources of 24 million tonnes. The
acquisition is strategically important for us for three
reasons: geographically, it links our business in East
Anglia with our units in the East Midlands; it gives us
critical mass in concrete, more than doubling the number
of plants in our English business; and, most importantly, it
provides us with an internal source of sand which we
previously had to buy in from competitors. The business
has already been rebranded, was fully integrated into our
systems early in 2012 and we are confident that it will
prove to be an excellent acquisition for us.
We achieved another major success by securing planning
consent for an additional 12 million tonnes of granite at
Leaton near Telford, which is our second-largest quarry.
This gives us more than 30 years’ life at this important
operation and, with the future now secure, we have
committed additional investment in a major fixed plant
upgrade to expand capacity and improve productivity at
the site. The engineering work will be completed in the
first quarter of 2012. We are actively pursuing a number of
other planning applications across the Group and expect to
further strengthen our mineral reserves in the current year.
The poor safety culture of the business was a key area of
concern when we took over in September 2010 and we
undertook a radical overhaul of health and safety throughout
the business during the year. We replaced the safety
manager in the English business and introduced a number
of initiatives to improve training and increase awareness of
safety issues. A key feature of our new approach to safety
is our Visible Felt Leadership programme, in which senior
management, from the Group Chief Executive down, take a
direct and proactive involvement in getting out and
spreading the message about the standards we expect
from everyone in our business. The introduction of Breedon
Basics has also reinforced minimum acceptable safety
standards in key areas across the Group. All executive
directors and senior managers now have an allocated
number of site safety audits to undertake annually. We have
succeeded in reducing our accident frequency rate, but are
still above the industry average and this is something we
need to improve in the future.
During the year, we managed to normalise procurement
credit terms with all our key suppliers. Following the
financial difficulties of the former Ennstone group, the
business had only been given short credit or cash terms
from most suppliers. We are now on normal credit terms
with our suppliers of bitumen, cement, aggregates and
utilities. This has helped improve our cash flow and
reduce working capital. We have also succeeded in
reducing insurance costs for the business.
The Best of Breedon business improvement scheme, in
which employees come up with practical ideas for how to
do things better, has gone from strength to strength. 
The most recent programme produced more than 80
suggestions from a wide range of employees at all levels.
There were five winners, including two from the recently-
acquired C&G business, who came up with some excellent
suggestions to improve productivity, safety and security.
Our Breedon GoodQuarry scheme was introduced in
March 2011 to raise operational standards across the
Group, identify best practice and highlight units that are
under performing in a number of key areas including:
safety, environment, planning compliance, plant
maintenance, operating efficiency and community
relations. Base case audits were undertaken during the
first half of the year and revealed a wide variation in
standards across the Group. Several units were very good
and were immediately awarded GoodQuarry status, but
others scored poorly. Improvement plans have been
implemented in preparation for reaudit in 2012.
TRADING SUMMARY
The year got off to a very strong start following the snow
disruption in December 2010, as contractors tried to
make up lost time. Local authorities, the Highways
Agency and Transport Scotland were also busy, as they
spent the last of their budgets before the start of the new
financial year in April and the imposition of Government
spending cuts. Consequently, sales volumes of most
products were 10 per cent or more above the previous
year in the first quarter. Although activity slowed from the
second quarter, sales revenue for the year increased by
17.5 per cent over the pro forma sales revenue for 2010
to £168.9 million. Sales volumes in all products were
ahead of the previous year. C&G made a useful positive
contribution in its initial period of ownership. 12
2011
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS
TRADING SUMMARY (continued) 
The rapidly escalating oil price in the early part of the year
represented a major challenge for the business. A
significant proportion of our costs is directly linked to
hydrocarbons and, in the case of asphalt, represents
nearly 60 per cent of the total selling price. Other costs
also increased as suppliers sought to recover rises in their
own energy costs. In addition, the introduction of the new
carbon reduction tax in April cost approximately £500,000
in the year. These factors combined to produce a
significant step change in the cost base of the business in
the early part of 2011. To recover these costs, we notified
three price increases and, despite the difficult market
conditions, we were successful in passing these on to
customers, although there is always a time lag and full
recovery can take several months as fixed price contracts
are worked out. 
Underlying EBITDA for the year increased by 24.8 per
cent over the pro forma EBITDA for 2010 to £17.1 million
(before associated undertakings) and EBITDA margin
improved from 9.5 per cent to 10.1 per cent, which
represents a significant achievement in an environment of
high cost inflation.The improvement was driven by a
strong recovery in the English business, compensating for
much tougher conditions in Scotland, where we supply
two of the four available term maintenance contracts in a
year when maintenance budgets were cut by 40 per cent.
A number of major contracts were supplied during the
year including, in England: the supply of over 50,000 cubic
metres of concrete to the new East Midlands distribution
centre of Marks & Spencer; some 21,000 tonnes of
asphalt to the Hethel race circuit and 13,000 tonnes to the
Loughborough Eastern Gateway. In addition, we secured
a major new annual supply contract for the C&G business
to the Marshalls block paving factory at Stainton. 
In Scotland, we supplied over 55,000 tonnes of asphalt
and over 20,000 cubic metres of lean mix concrete to two
major road contracts at Fochabers, near Elgin, and
Crubenmore on the A9. Both contracts went well,
although margins were lower than expected as they were
secured at the end of 2010, before the increase in oil
prices. We also supplied almost 12,000 tonnes of asphalt
to Dundee Airport and almost 13,000 cubic metres of
ready-mixed concrete to a new warehouse for Amazon
near Kinross.
OUR STRATEGY
Our objective remains unchanged: to be the safest, most
profitable and best-run aggregates business in the UK.
We have made huge progress in 2011, but there remains
much to do. The levels of service we offer our customers
can be improved further and costs need to be rigorously
controlled to ensure product margins are maximised. We
are looking at a number of new products and internal
development opportunities which we believe will improve
our product offering and add value to the business.
We now have an excellent platform for future growth and
a number of acquisition opportunities and greenfield
developments are currently under review. Since the year-
end we have completed the acquisition of Nottingham
Readymix, the leading independent producer of concrete
in the Nottingham area, significantly strengthening our
readymix position in the East Midlands. We hope to
complete further deals in 2012, but will only invest if we
are confident that additional value can be created for
shareholders. We are constantly on the lookout for good
people who can help us grow the business.
The proposed merger of Tarmac and Lafarge has been
referred by the OFT to the Competition Commission, with
a decision expected during the first half of this year. The
industry is expecting significant disposals to be required if
the deal goes ahead and we continue to monitor the
situation closely.
BUSINESS OUTLOOK
The general outlook for the UK continues to be affected
by worries about Eurozone debt issues and declining
growth in many western European countries. On the
positive side, inflation is falling and we do not expect a
repeat of the step change in input costs experienced last
year. Oil prices however remain volatile amid concerns
about the situation in the Middle East and we have been
notified of a 15 per cent increase in bitumen prices from 1
March 2012, which will be passed on to our customers.
We expect the first quarter to be quieter than the
corresponding period last year, which was exceptionally
busy following the backlog of work after the severe
winter, the additional pothole funding provided by the
government and generally higher levels of public
expenditure in advance of the spending cuts
implemented in April 2011. Thereafter we anticipate
reasonable activity levels, supported by a modest
recovery in the housing sector and continuing investment
in retail and commercial construction. There are a number
of large contracts breaking in our markets, including the
expansion of the Nottingham tram network, the Corby
ring road, Peterhead Prison and improvements at
Inverness Airport. Our Scottish business will continue to
be affected by reduced spending by Transport Scotland
while, in the medium term, the English business should
benefit from the infrastructure spending plans announced
in the autumn statement.
Overall we are confident that we will make further
progress in 2012. We have a stable, experienced and
motivated management team and remain confident in our
ability to deliver an improved performance without any
significant recovery in our key markets.
Simon Vivian
Group Chief Executive
6 March 2012 13
Breedon Aggregates is the largest independent aggregates business
in the UK. Our 20 hardstone quarries in England and Scotland produced
around 3.9 million tonnes of crushed rock in 2011 and following the
acquisition of C&G we also produced a total of around 0.4 million
tonnes of aggregates from our 6 sand and gravel quarries. 14
2011
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS
FINANCIAL REVIEW
OUR FOCUS 
will be on delivering capital growth through improving
the operating efficiency of our existing business and
maximising the value generated by our assets through
prudent ongoing investment in the business and the 
sale of surplus land and equipment 2011
12 months
Audited
£m
2010
12 months
Pro forma
£m
Variance
Revenue:
England 86.2 68.8 25.3%
Scotland 82.7 75.0 10.3%
Total 168.9 143.8 17.5%
Underlying EBITDA:
England 9.1 5.5 65.5%
Scotland 10.3 10.2 1.0%
Head Office (2.3) (2.0) (15.0)%
Total 17.1 13.7 24.8%
Margin 10.1% 9.5%
I am pleased to report on the results and financial
statements of Breedon Aggregates Limited for the year
ended 31 December 2011. The acquisition of the trade
and assets of C&G Concrete was completed on 22 July
2011 and therefore the Consolidated Income Statement
and the Consolidated Statement of Financial Position
incorporate the results of C&G from that date. C&G was
acquired for a total consideration of £10.8 million in cash,
funded from our existing bank facilities.
Revenue for the year was £168.9 million (2010: £42.7m),
including £7.2 million from C&G. In 2010, we completed
the acquisition of Breedon Holdings Limited on 6
September and all of last year’s revenue was therefore
earned from that date. 
Underlying earnings before our share of associated
undertakings, interest, tax, depreciation and amortisation
(EBITDA) were £17.1 million (2010: £3.3 million). Of this,
EBITDA of £0.5 million was generated by C&G. Underlying
Group operating profit was £5.7 million (2010: loss £0.3
million). Underlying results are stated before acquisition
related expenses, redundancy and reorganisation costs,
property items, impairments, amortisation of acquisition
intangibles, changes in the fair value of financial
instruments and gains on bargain purchase. 
DIVISIONAL PERFORMANCE – 
UNAUDITED PRO FORMA
In order to aid understanding of the business performance
and provide a meaningful year-on-year performance
comparison, we have included below a comparison of the
audited 2011 figures with the unaudited pro forma figures
for the full calendar year of 2010.
The market environment generally remained very
competitive following the significant volume declines
seen in 2008 and 2009. The year started strongly,
assisted by work carried forward from December 2010,
which was severely impacted by harsh weather
conditions, and we also began to see some benefit from
the Government’s ‘pothole fund’ for essential road
maintenance. Revenue during the first half was
consequently strong, driven by increased volumes –
especially in asphalt – and slightly improved pricing.
Activity levels in the second half of the year were
generally less buoyant, especially in Scotland. 
For the 12 months as a whole, aggregates volumes were
ahead 13.9 per cent at 4.1 million tonnes, with both
England and Scotland ahead year on year. Asphalt
volumes were 15.0 per cent up at 1.38 million tonnes
with asphalt volumes in England ahead by 18.0 per cent,
and in Scotland ahead 9.2 per cent. Ready-mixed
concrete volumes grew by 48.1 per cent in the year to
0.4 million cubic metres, assisted by the inclusion of the
former C&G plants since the end of July and deliveries to
several significant contracts during the year in both
England and Scotland.
The higher input costs experienced in the year, particularly
bitumen (a key ingredient in the production of asphalt),
were a major challenge faced by the business. Despite
substantial effort being put in to ensure that these costs
were largely passed on to customers, EBITDA margins
across the business in Scotland were down year-on-year
due to the inevitable time-lag between increased costs and
higher selling prices; this was however, countered by
improvements in the English business. 
The full-year revenue of £168.9 million represented a 17.5
per cent increase on the pro forma figure for the same
period in 2010. The underlying EBITDA of £17.1 million
was up £3.4 million, 24.8 per cent year-on-year, with our
attention now turning to the challenge of continuing to
improve the margins generated in the business.
NON-UNDERLYING ITEMS
Non-underlying items in the year comprised a gain on the
bargain purchase of C&G of £0.5 million, net of associated
acquisition costs, and £0.6 million of redundancy costs,
reorganisation and property disposal profits. 
15 16
2011
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS
In Spring 2012 we extended our market reach with the launch 
of a new mini mix service. 1stMix offers domestic and smaller
commercial customers the opportunity to buy small loads for direct
delivery to their homes or businesses. The concrete is produced at
our existing plants and delivered via a newly acquired fleet of small
four-wheeled mixer trucks in a fast and efficient service. 17
INTEREST AND TAX
Net finance costs in the year totalled £4.8 million and included
interest on the Group’s bank finance facilities, as well as
interest on finance leases and hire purchase agreements.
An underlying tax charge of £0.3 million was recorded in the
year, resulting in an underlying effective tax rate for the full
year of 21.0 per cent influenced by the effects of income
from associates already being taxed and of costs in Jersey
for which no tax relief can be obtained.
EARNINGS PER SHARE
Basic earnings per share (“EPS”) for the year were 0.21
pence (2010: loss 2.19 pence), struck after the non-
underlying items mentioned above. Underlying basic EPS
for the year totalled 0.21 pence (2010: loss 0.58 pence).
STATEMENT OF FINANCIAL POSITION
Net assets at 31 December 2011 were £59.0 million (2010:
£56.8 million). The Company issued 7,002,287 ordinary
shares during the year as Allied Irish Bank exercised their
warrants in June at a price of 12 pence per share.
The net assets are underpinned by the mineral, land and
building assets of the Group.
CASH FLOW
Cash generated from operations was £12.8 million. The
Group spent £9.8 million on acquisitions and had a cash
spend on capital expenditure projects of £6.7 million. £0.8
million was raised through an issue of shares, which was
utilised to reduce the Group’s bank debt, and £3.0 million
was raised from the disposal of surplus assets in the
Group. Repayment of finance leases totalled £6.0 million,
resulting in a net cash outflow for the year of £3.9 million. 
Net debt at 31 December 2011 was £96.2 million (2010:
£92.3 million).
BANK FACILITIES
The Group’s bank loans have a maturity date of 5 September
2015 and are subject to a floating interest rate based on
LIBOR plus a margin. At 31 December 2011, total undrawn
facilities available to the Group amounted to £17.4 million.
The Group’s bank facility is subject to covenants which
are tested quarterly. These covenants are: Group interest
cover, minimum underlying EBITDA and, with effect
from 30 September 2011, Group cash flow cover. At 31
December 2011, the Group comfortably complied with
all three covenants.
Based on our current estimates, we expect to comply
with all our covenants for the foreseeable future.
The Group has in place an interest rate hedge purchased in
September 2010 which mitigates the risk of interest rate
rises on £64.5 million of bank loans. The effect of the hedge
is to cap the LIBOR element of the interest rate at 2.0 per
cent from 30 September 2011 until 28 September 2012 and
at 2.5 per cent from 28 September 2012 to 28 March 2013.
The net fair value of this instrument at 31 December 2011
was minimal.
DIVIDENDS
Subject to availability of distributable reserves, dividends
will be paid to shareholders when the Directors believe it
is appropriate and prudent to do so. However, the main
focus of the Group will be on delivering capital growth
for shareholders.
RISK
Risk is an inherent and accepted element of doing
business. We have identified the principal risks and
maintain and continue to develop a risk management
system that is appropriate to and commensurate with our
business. We set out below our key risks, together with
the mitigating factors or action we have taken. 
The main financial risks of the Group relate to the
availability of funds to meet business needs, customer
default and fluctuations in interest rates. The Group
finance function is tasked with managing these risks
through a series of risk avoidance strategies, including
robust cash forecasting, performance management, credit
insurance and interest rate hedging. Further information is
included in note 21 to the financial statements.
The Group is heavily reliant on energy and fuel oil to
produce its products and get them to market. The recent
fluctuations in crude oil prices underline the volatility of
these products and we have introduced a strategic
purchasing plan which attempts to spread the risk by a
combination of better buying, fixed-term contracts and
spot prices. However, we remain exposed to inflationary
cost increases on bitumen, gas-oil and diesel. The
solution is to pass on these additional costs to our
customers through price increases and forward-pricing,
although inevitably, due to the nature of the contracts we
have to supply and lay materials, there will be a time lag
between the date we start paying additional costs and
the date from which we are able to recover these costs
in the market. 18
2011
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS
RISK (continued) 
The Group has demonstrated that over time it can
recover its cost increases from the end customer, helped
by investment in both new products and modern,
efficient plants. 
There is a risk in an industry dominated by large
multinationals that one of the industry’s larger players
may attempt to gain an advantage by reducing prices in
the short term to secure market share. However, the
Group is a low-cost producer in all its regions and is able
to sustain short-term price erosion.
The Group is to some extent dependent on UK and
Scottish Government spending on the maintenance and
improvement of public infrastructure, buildings and
services. The Government budget announcements
include large spending cuts alongside a commitment to
transport and infrastructure. The resulting impact on
demand for our products is uncertain. Whilst the Group is
somewhat protected from cuts in large-scale projects,
there is a risk that larger competitors will, as a result,
trade down to smaller projects, increasing the competitive
pressure on our business. 
The Group is subject to both the environmental and health
and safety risks inherent in the quarrying and aggregates
processing industry. Management, training and control
systems are in place to minimise and prevent these risks.
These systems are reviewed regularly and all new plant
and equipment is specified with these risks in mind.
Planning consents are required in order to utilise the
Group’s mineral reserves and to build and operate added-
value processing facilities such as asphalt and concrete
plants. The planning regime is strict and gaining
permissions is challenging. However, we adopt a very
proactive approach. We involve all stakeholders in early
consultation and regularly meet with local communities in
organised liaison groups.  
Quarrying is a highly regulated and controlled industry,
with the standards expected of us continuing to rise. This
is an industry-wide issue and Breedon Aggregates
participates fully in the relevant industry trade associations
in an effort to ensure that any new measures are workable
and achievable, whilst minimising the impact on the
environment of delivering products which are fundamental
to the economic well-being of the communities in which
we operate. 
KEY PERFORMANCE INDICATORS
The Group uses the following financial and non-financial
key performance indicators (“KPIs”) to measure the
operational and strategic performance of the business. 
EARNINGS PER SHARE AND MARKET 
VALUE GROWTH 
The primary performance indicators are the Group’s
underlying earnings per share and market value growth.
Our aim is to increase earnings per share each year, both
through the growth of our existing business and through
acquisition. Management are incentivised to increase
shareholder value in the Group at a compound annual rate
of at least 12.5 per cent. 
EBITDA
The Group uses business unit underlying EBITDA as the
key performance indicator to monitor the progress of
each of our business units towards our overall targets. 
CASH MANAGEMENT
The level of cash generation within the Group is
monitored as a KPI to ensure that available facilities meet
the needs of the business. 
NON-FINANCIAL KPIs
Non-financial KPIs include the monitoring of mineral
reserves based on quarry life, taking into account
consents gained and minerals extracted, to ensure the
sustainability of this key asset to the Group. Other non-
financial KPIs include those in respect of health and
safety, particularly Lost Time Incidence rates. This is the
frequency rate of injuries resulting in an employee being
absent for one or more shifts.
OTHER KPIs
The Group also monitors a range of other KPIs, including
bitumen and cement costs per tonne, interest cover and
the ratio of net debt to EBITDA.
Ian Peters
Group Finance Director
6 March 2012 19
Our quarry at Norton Bottoms is the jewel in the crown 
of the former C&G business. It boasts some of the highest
quality sand and gravel in the country and we have some 24
million tonnes of reserves and resources at the site and in
the surrounding area 20
2011
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS
CORPORATE SOCIAL RESPONSIBILITY
OUR GOAL 
is to achieve Zero Harm throughout our operations and
maintain a safe environment for all our employees,
customers and visitors 21
Breedon Aggregates recognises the importance of
balancing the interests of its key stakeholders – employees,
customers, investors, suppliers and the wider community in
which we operate. 
HEALTH AND SAFETY
We are committed to providing and maintaining a safe
environment for all our employees, customers and other
visitors to our premises and to complying with all relevant
health and safety legislation. Our ultimate goal is to
achieve Zero Harm throughout our operations, an
objective captured in the logo we introduced in 2011
which now features prominently across our business.
All Group businesses:
! aim to protect the health of employees with suitable,
specific, work-based strategies;
! seek to minimise the risk of injury from their activities;
! ensure that, through senior management participation,
sufficient resources and information are made
available, and suitable management systems are in
place, to address health and safety matters; and 
! encourage the involvement of employees and aim for
continual improvement in health and safety standards
through a formal structure with a reporting and review
process.
Compliance with Group policy is monitored and reviewed
centrally and a comprehensive monthly health and safety
report is produced for the Board. The Group Chief
Executive has been designated by the Board as the
director responsible for health and safety matters.
We have invested heavily in a dedicated health and safety
computer system, Envoy, that provides a flexible platform
for the management of safety on all our sites.
The system facilitates:
! incident tracking and reporting;
! registration of non-conformities and follow-up actions
required;
! logging and reporting of action plans;
! maintenance of training records and competencies; and
! risk assessments for different tasks and operations.
During 2011, we established a Health and Safety Committee
which comprises the Group Chief Executive, Group Finance
Director, and the Chief Executives and Health and Safety
Managers of Breedon Aggregates England and Breedon
Aggregates Scotland. The principal objective of the
Committee is to ensure a co-ordinated approach to the
Group’s management of all Health, Safety and Environmental
(“HSE”) issues. One of the Committee’s first tasks was to
draft a comprehensive HSE Policy and HSE Statement to be
implemented across all Group business units.
The Group aims for continuous improvement in health
and safety KPIs, including our Accident Incidence Rate,
Lost Time Injury Frequency rate (“LTIFR”), and Lost Time
Injury Severity Rate. Performance against these KPIs is
reported monthly.
The following graph shows the improving trend in the
Group’s LTIFR over the last 12 months, and we are
targeting to achieve further improvements in 2012. 
1 2 3 4 5 6 7 8 9 10 11 12
2.9
LTIFR 12 Month Rolling
LTIFR
2.7
2.5
2.3
2.1
1.9
1.7
1.5 22
2011
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS
Bonawe quarry on the west coast of the Highlands 
is one of 17 quarries operated by Breedon Aggregates 
Scotland. Often located in areas of great beauty, our quarries 
are developed with as much sympathy as possible to their 
surroundings and great care will be taken to ensure that they 
blend back into the landscape when they have been fully worked out. 23
We also launched two important new HSE initiatives
during the year:
1. A Visible Felt Leadership (“VFL”) and Behavioural
Safety programme, under which all senior managers
are committed to undertaking a minimum of 12 VFL
visits per annum to our operations. During these visits
they closely observe what is happening in the
workplace and engage employees in a dialogue about
how their tasks might be undertaken more safely; and
2. Breedon Basics, a series of non-negotiable safety
rules which every employee in the Group has signed
up to comply with, to help the Group achieve its
ultimate goal of Zero Harm. 
EMPLOYEE ENGAGEMENT
One of our most successful initiatives has been Best of
Breedon, a scheme which encourages employees to come
up with practical suggestions for ways we can improve the
performance of our business. Since the scheme was
launched at the end of 2010, we have received nearly 200
suggestions, the great majority of which have been of
great practical value to the Group. The most outstanding
suggestions have received Best of Breedon awards and
the winners have benefited from either a weekend away
for two or a cash prize, with their suggestions being quickly
implemented in the business. These have led to a real
improvement in the performance of certain of our
operations and valuable associated cost-savings.
In March 2011, we introduced the Breedon GoodQuarry
scheme, designed to raise operational standards across the
Group, identify best practice and highlight those units which
are not performing in key areas. The purpose of GoodQuarry
is to ensure that all our operations deliver the highest possible
standards of safety, environmental and planning compliance,
maintenance, efficiency and community relations.
Several units have already matched the exacting standards
of the scheme in our first audit and have been awarded
GoodQuarry status. Improvement plans have been put in
place for others in preparation for a second audit in 2012.
EDUCATION & TRAINING
Our people are the cornerstone on which our business is
built and we recognise the importance of ensuring that
we keep their skills and knowledge at the highest
possible level. During 2011, Breedon Aggregates Scotland
became the first company in the UK to have an internal
training scheme – in health and safety for surfacing
operatives – accepted as an alternative to the national
S/NVQ scheme.
We also recognise that if we are to preserve and improve
the skills and knowledge in our business, we need to
foster young talent. In 2011 we therefore took on our
first four apprentices, aged between 16 and 24. Three
have already started work in our quarries at Cloud Hill,
Orrock and Ethiebeaton and a fourth will start at Cloud
Hill later this year. 
ENVIRONMENTAL
Continuous improvement in our environmental performance
is critical to ensuring that our activities comply fully with
environmental standards and legislation. By the end of
2011, all of Breedon Aggregates Scotland’s business units
had achieved BS EN ISO 14001:2004 accreditation and
Breedon Aggregates England had six accredited units, with
a further six units actively pursuing accreditation. 
During the year we introduced a Group carbon policy, and
worked closely with the Carbon Trust to deliver a
programme of workshops and site visits across the Group,
which will assist with future carbon reduction. Through the
work undertaken in 2011 we reduced our carbon intensity
per tonne of material produced by over 6% compared to
2010. This reduction was brought about in a number of
ways including increased employee awareness and a
series of smaller reduction initiatives. We have continued
to adhere to the requirements of mandatory Government
schemes such as the CRC and EU ETS and have put
systems in place for ongoing compliance. 
Importantly, during 2011 we were able to gain a better
understanding of our carbon footprint. The next step,
during 2012 and beyond, will be to convert the knowledge
gained into practical measures that will further reduce our
emissions. To this end, a carbon management plan is
currently being developed that will set out reduction
targets and detail objectives as to how these targets will
be met. These actions are expected to bring about an
overall decrease in our energy costs, increased efficiency
in our operations and recognition of our achievements
through external accreditations.  24
2011
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS
ENVIRONMENTAL (continued) 
We are also working hard to improve our recycling
credentials. In England, Breedon Aggregates uses up to
20 per cent RAP (Reclaimed Asphalt Pavement) in its
base and binder course materials. Our Cloud Hill operation
uses 50 per cent waste in type 1 sub-base, and the
Longwater asphalt plant incorporates waste fluorescent
tubes, in the form of crushed glass, into its base and
binder course products.
In Scotland, we are also introducing the use of RAP in our
asphalt plants. Our asphalt plants at Ethiebeaton, Orrock,
Elgin and Oban have been fitted with RAP feed systems
and this allows us to recycle up to 20 per cent
reprocessed asphalt planings as RAP in standard hot mix
asphalt base and binder course materials. We are setting
targets for the increased use of RAP to ensure that we
maximise the amount of recycling that can be achieved,
and planings that come back from contracting sites are
routinely reprocessed into type 1 sub-base. We also
routinely use recycled incinerator bottom ash as
aggregate in our Ethiebeaton asphalt plant.
We are currently actively developing a low energy asphalt
product which uses a special production process to
manufacture standard asphalts at a fraction of the normal
energy cost. This product uses around 30% recycled
asphalt in the mix. Careful balancing of moisture content of
feed materials and their temperatures creates a workable
product at only 95 degrees centigrade. A huge energy
saving is achieved through this reduced final temperature
(normal materials have to be heated to around 160 degrees
centigrade) and the material is also virtually fume-free at
this temperature. Breedon Aggregates Scotland has
already carried out successful plant trials of this product
and hopes to develop it widely in 2012.
We are also currently looking at developing a new suite of
thin surfacing materials that use recycled tyre rubber as a
bitumen modifier, replacing highly engineered polymer
bitumen with its associated high energy production cost
and we are undertaking testing of this material with
Transport Scotland.
In addition to seeking the highest standards in our own
environmental performance, Breedon’s product
development teams actively support our customers in
their efforts to improve their own green credentials.
Breedon Aggregates Scotland recently resurfaced a busy
section of the A9 at Crubenmore using a new recycled
leanmix product manufactured by reprocessing the worn
out surfacing that had been removed from the previous
road, and had to meet a number of environmental
challenges while working on the same road at Faskally.
These included the provision of bat boxes, the protection
of rare orchids and the creation of appropriate water run-
offs into neighbouring Loch Faskally.
COMMUNITY ENGAGEMENT
We have established a number of community liaison
groups to encourage dialogue between our businesses
and the communities in which they operate, tackling such
important issues as planning and development, transport
and road usage, and community support.
During the year, our Craigenlow Quarry near Aberdeen
hosted more than 1,200 members of the public and over
400 school children at open days designed to help them
gain a better understanding of the quarrying industry.
Craigenlow is now set to become a central attraction in
the annual week-long festival held in Aberdeen to
celebrate its world famous status as the ‘Granite City’. 
In England, we provided support to the 900-year-old local
Priory Church of St Mary and St Hardulph, which stands
on the crest of our quarry at Breedon-on-the-Hill, as they
installed their first-ever mains water supply. Breedon
Special Aggregates donated seven tonnes of Wayfarer
gravel to Rainbows Hospice in Loughborough,
Leicestershire for the construction of a garden in which
the residents can relax. The recently-acquired C&G
business was also active in supporting its local
communities, with its Boston plant providing concrete to
one of its major customers which was donating a patio
to allow a local 7-year-old girl with severe cerebral palsy
to become more active, and we donated six tonnes of
decorative chippings to help the residents of Caistor in
Lincolnshire to renovate their local churchyard as part of
their East Midlands in Bloom competition entry.
Craigenlow Quarry has been active in supplying local
stone for use in creating new monuments to mark both
the exploits of the 1st Battalion Black Watch near Ypres in
Belgium and the centenary of Captain Scott’s famous
polar expedition.
Most recently, we agreed to sponsor the Highland League
Cup, a high-profile football tournament played across our
Scottish heartlands and one of a number of local and
regional sporting organisations and events supported by
Breedon Aggregates north and south of the border. 25
Our contracting gangs laid around 0.5 million tonnes of asphalt in 2011,
including the prestigious Mallory Park racing circuit in Leicestershire.
The 1.4 mile long track, often described as the most viewer-
friendly motor sport circuit in the UK, was completely 
resurfaced using a special mix prepared by 
our Leaton asphalt plant. 26
2011
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS
DIRECTORS
Peter Tom CBE
Executive Chairman
Peter has more than 50 years’ experience in
the aggregates industry. He joined Bardon Hill
Quarries Limited as a school-leaver in 1956,
becoming Managing Director in 1977 and
Chief Executive of Bardon Group plc in 1985.
He went on to lead the merger of Bardon and
Evered plc in 1991 and the enlarged group’s
subsequent merger with CAMAS in 1997 to
form Aggregate Industries plc. 
Following the acquisition of Aggregate
Industries by Swiss building materials Group
Holcim Limited for £1.8 billion, he became non-
executive Chairman of Aggregate Industries
until his resignation in December 2007. Peter
served as Chairman of the aggregates
industry’s trade association in 1997, managing
its amalgamation that year with two related
associations to form the Quarry Products
Association. In addition, Peter has been
Chairman of Leicester Rugby Football Club
(Leicester Tigers) since 1997. He is also
Chairman of Leaf Clean Energy Company and
of the Channel Islands Property Fund.
Simon Vivian 
Group Chief Executive
Simon has over 20 years’ experience in the
aggregates and construction industries. Most
recently, he was Chief Executive of Mowlem
plc (June 2004 - July 2006) where he led an
organisation with over 25,000 employees,
generating revenues of £2.2 billion from
operations in the UK, US and Australia.  
Prior to Mowlem, Simon worked in a
number of roles with Hanson plc (1987 -
2003), ultimately as a main board director
and Chief Executive of Hanson plc’s
European Building Materials business. He
oversaw operations in eight European
countries employing over 8,000 people and
generating EBITDA of £200 million. Whilst
with Hanson, he executed and integrated
the £1.5 billion acquisition of Pioneer
International Ltd and managed the disposal
of the company’s waste disposal business
for £185 million.
Ian Peters 
Group Finance Director
Ian has more than 20 years’ experience in
the European aggregates industry, initially in
financial controller roles within the UK
aggregates business of Hanson. Following
the demerger of Hanson plc in 1997, Ian
was appointed Group Financial Controller
and was involved in the completion of £2.5
billion of acquisitions. He was Finance and
Development Director of Hanson Building
Materials Europe between 2000 and 2003.
After a year as Finance Director, Continental
Europe and Asia, in 2004 Ian was appointed
General Manager, Continental Europe.
Ian joined the senior management team of
Marwyn Materials Limited in 2008 and
worked closely with the Chairman and Chief
Executive on the reverse acquisition of
Breedon Holdings Limited in September
2010. He was appointed as a director of
Breedon Aggregates Limited on 1
November 2010. 27
Susie Farnon 
1,2,3
Non-executive Director
Susie was a Banking and Finance Partner
with KPMG Channel Islands from 1990 until
2001 and Head of Audit at KPMG Channel
Islands from 1999. She has served as
President of the Guernsey Society of
Chartered and Certified Accountants and as a
member of The States of Guernsey Audit
Commission and The Guernsey Public
Accounts Committee. She is a
Commissioner of The Guernsey Financial
Services Commission and a non-executive
director of a number of listed and unlisted
companies. Susie was appointed to the
Board of Breedon Aggregates Limited on 1
November 2010 and became the Senior
Independent Director in January 2012.
David Warr 
1,2
Non-executive Director
David joined the accountancy practice of
Reads & Co in Guernsey in 1972. He
qualified as a Chartered Accountant in 1976
and is a fellow of the Institute of Chartered
Accountants in England and Wales. David
became a partner in Reads & Co in 1981 and
held a variety of executive positions within
the firm helping to develop it into a broad-
based financial services business which was
sold in 1999. David currently holds a number
of non-executive director positions including
UK Select Trust Limited, Mid Europa Fund
Management Limited, Unigestion
(Guernsey) Limited and Invista Foundation
Property Trust Limited.
David Williams 
2
Non-executive Director
David has significant experience in the
investment market. He has served as
Chairman in executive and non-executive
capacities for a number of companies, both
public and private. He has built a reputation
for creating significant shareholder value
through both organic and acquisitive growth,
as well as leading turnaround situations. 
Key:
1 Member of the Audit Committee
2 Member of the Remuneration Committee
3Senior Independent Director The Directors present their report, together with the
audited financial statements, for the year ended 31
December 2011.
PRINCIPAL ACTIVITY AND BUSINESS REVIEW
Breedon Aggregates Limited’s principal activity is as a
holding company for companies involved in the quarrying,
production and sale of aggregates and related activities.
Further details of the Group’s activities and future
developments are included in the Chairman’s Statement
on pages 8 and 9, and in the Chief Executive’s Review on
pages 10 to 12.
RISK MANAGEMENT
The Board is ultimately responsible for risk management
and continues to develop polices and procedures that
reflect the nature and scale of the Group’s business. These
are designed to identify, mitigate and manage risk, but they
cannot entirely eliminate it. Further details of the key areas
of risk to the business identified by the Group, together
with the Group’s operational key performance indicators,
are included in the Financial Review on pages 14 to 18.
RESULTS AND DIVIDENDS
For the year to 31 December 2011, the Group’s profit before
tax was £1.4 million (2010: loss of £6.3 million) and after tax
was a profit of £1.2 million (2010: loss of £5.9 million). 
Subject to availability of distributable reserves, dividends
will be paid to shareholders when the Directors believe it
is appropriate and prudent to do so. 
STATED CAPITAL
Details of the Company’s shares in issue are set out in
note 19 to the financial statements.
DIRECTORS
The following directors served during the year:
Biographical details of the Directors who held office at the
end of the year can be found on pages 26 and 27 and
details of the Directors’ service contracts are given in the
Directors’ Remuneration Report on pages 32 to 34.
DIRECTORS’ INTERESTS
The Directors in office at 31 December 2011 had interests
in the issued share capital of the Company as shown in
the table below.
All the below interests are beneficial, unless indicated
otherwise no Director has any interests in the issued
share capital or loan stock of any subsidiary undertaking.
There were no changes in the Directors’ interests
between 1 January 2012 and 6 March 2012.
28
2011
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS
DIRECTORS’ REPORT
Peter Tom CBE Executive Chairman
Simon Vivian Group Chief Executive
Ian Peters Group Finance Director
Susie Farnon Independent Non-executive Director
David Warr Independent Non-executive Director
David Williams Non-executive Director
James Corsellis
Non-executive Director
(resigned 22 July 2011)
Directors
Ordinary Shares
31 December 2011 31 December 2010
Peter Tom CBE 32,583,333 30,683,333
Simon Vivian (and family) 3,166,667 3,166,667
Ian Peters 1,833,333 1,833,333
Susie Farnon 1,200,000 989,840
David Warr 3,500,000 2,500,000
David Williams 13,212,133 12,012,133 29
SUBSTANTIAL SHAREHOLDINGS
The Company is aware that, at 23 February 2012, other than
the Directors, the following held 3% or more of the issued
share capital of the Company as shown in the table below.
EMPLOYEES
The Group recognises the importance of employee
involvement in the operation and development of its
business units, which are given autonomy within a group
policy and structure, to enable management to be fully
accountable for their own actions and gain maximum benefit
from local knowledge. Employees are informed by regular
consultation and internal newsletters of the progress of both
their own business units and the Group as a whole. 
The Group is committed to providing equal opportunities
for individuals in all aspects of employment, and considers
the skills and aptitudes of disabled persons in recruitment,
career development, training and promotion. If existing
employees become disabled, every effort is made to
retain them, and retraining is arranged wherever possible.
CHARITABLE DONATIONS AND POLITICAL
CONTRIBUTIONS
The Group made charitable donations of £7,552 in 2011
(2010: £nil). The Group did not make any contributions to
political parties during either the current or the previous year.
PAYMENT OF CREDITORS
The Company is a holding company and has no external
trade suppliers. It is the policy of the Group’s operating
businesses to negotiate payment terms when agreeing
the overall terms of transactions with all their suppliers,
and to abide by them, provided that they are satisfied that
the supplier has provided the goods or services in
accordance with the agreed terms and conditions. The
Group does not follow any standard or external code
which deals specifically with the payment of suppliers.
ANNUAL GENERAL MEETING
Shareholders are being asked at the forthcoming Annual
General Meeting to grant the Directors authority to allot up
to 105,000,000 ordinary shares. Shareholders are also
being asked to grant the Directors authority to allot, for
cash otherwise than in connection with a rights issue, up
to 91,390,475 ordinary shares, which is 15% of the current
issued ordinary share capital of the Company (as adjusted
for the potential exercise of the outstanding warrants).
The Company did not purchase any of its ordinary shares
during the year. However, the approval of shareholders is
being sought to renew the existing authority to purchase
its own shares. 
If granted, and unless previously renewed, varied or revoked,
each of the authorities described above shall expire at the
conclusion of the Annual General Meeting of the Company to
be held in 2013 or within 12 months from the date of
approval of the authority, whichever shall be the earlier.
Shareholders are also being asked to approve an
amendment to the Company’s Articles of Association
which will allow the Company to communicate with its
shareholders by electronic means including, but not
limited to, via the internet or by e-mail. The full text of the
proposed amendment is set out in the Appendix to the
Notice of Meeting on pages 77 to 79.
GOING CONCERN
The Group meets its day-to-day working capital and other
funding requirements through its banking facility, which
includes an overdraft facility, and which expires in
September 2015.
The Group actively manages its financial risks as set out
in note 21 to the financial statements and operates Board
approved financial policies, including interest rate hedging
policies, that are designed to ensure that the Group
maintains an adequate level of headroom and effectively
mitigates financial risks.
On the basis of current financial projections and facilities
available, the Directors have a reasonable expectation that
the Group has adequate resources to continue in
operational existence for the foreseeable future and,
accordingly, consider that it is appropriate to adopt the
going concern basis in preparing these financial statements. 
DISCLOSURE OF INFORMATION TO AUDITOR
The Directors who hold office at the date of this Report
confirm that, so far as they are aware, there is no relevant
audit information of which the Company’s Auditor is
unaware, and each Director has taken all steps that he or
she ought to have taken to make himself or herself aware
of any relevant audit information and to establish that the
Company’s Auditor is aware of that information.
AUDITOR
KPMG Channel Islands Limited, has expressed willingness
to continue in office and, in accordance with Article 113 of
the Companies (Jersey) Law 1991, a resolution to reappoint
KPMG Channel Islands Limited will be proposed at the
forthcoming Annual General Meeting.
By order of the Board
Peter Tom CBE Simon Vivian
Executive Chairman Group Chief Executive
6 March 2012
Beneficial holder
Ordinary Shares
Number %
Invesco Asset
Management Ltd
165,000,000 29.4
Marwyn Value 
Investors LP
146,223,698 26.1
Cenkos Channel Islands
Nominee Co Ltd
59,579,235 10.6
Scottish Widows
Investment Partnership
41,665,000 7.4
Morgan Stanley 27,600,000 4.9 30
2011
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS
CORPORATE GOVERNANCE
The Directors recognise the value of strong corporate
governance and the Company has sought to comply, as
far as it is appropriate to do so, with the Corporate
Governance Guidelines for Smaller Quoted Companies
published by the Quoted Companies Alliance in
September 2010 (the “QCA Guidelines”), in respect of
the accounting year ended on 31 December 2011. 
The purpose of this statement is to describe the Company’s
approach to corporate governance and, in particular, to
explain how the Company has applied the QCA Guidelines.
THE BOARD OF DIRECTORS
The current Board comprises the Executive Chairman,
two executive directors, two independent non-executive
directors and one non-executive director who is not
considered to be independent. 
The Board considers that each of the non-executive
directors brings a senior level of experience and judgement
to bear on issues of strategy, performance, resources
(including key appointments) and standards of conduct.
Mrs Farnon was appointed as the Company’s first Senior
Independent Director in January 2012.
Biographical details of the Directors are set out on pages
26 and 27.
The Board is provided with regular and timely information
on the financial performance of businesses within the
Group, and of the Group as a whole, together with other
trading reports, contract performance and market reports
and data, including reports on personnel related matters
such as health and safety and environmental issues. Six
formal board meetings are held each year to consider
those matters which have been specifically reserved to
the Board for review and decision, including the
management of assets to maximise performance and the
control of the operation of the business, to review
corporate strategy and the progress of individual business
units, and to discharge the Directors’ other duties. The
Board has adopted a schedule of Matters Reserved to the
Board and it keeps this under regular review. 
Where it considers it necessary to do so, the Board
instructs external professional advisors to provide advice
and guidance on any matter where it considers it prudent
to seek such advice. All members of the Board are able to
take independent professional advice at the Company’s
expense in the furtherance of their duties.
The Board has conducted a review of its own performance
and effectiveness. This review was carried out by way of a
survey of each director completing a questionnaire on a
range of key processes and procedures. The outcome of
that survey was that the Board concluded that it was of an
appropriate size for the current stage of the Company’s
development and its members had a balanced range of
functional and sector skills and experience to allow it to
carry out its duties effectively. It did however identify
certain areas where the Directors considered that the
Board could improve its knowledge and understanding,
and these will be addressed during 2012.
The Directors explain their responsibilities for preparing
the financial statements on page 36 and the Report of the
Independent Auditor on page 37 contains a statement of
its reporting responsibilities.
BOARD COMMITTEES
Throughout the year the Board maintained two standing
committees, the Remuneration Committee and the Audit
Committee. 
Remuneration Committee
Throughout the year, the Remuneration Committee
comprised solely of non-executive directors. Mr Williams,
Mr Warr and Mrs Farnon served on the Remuneration
Committee throughout the year (Mrs Farnon having been
appointed to the Committee in January 2011). Mr
Williams is chairman of the Committee. The Executive
Chairman makes himself available to the Committee to
discuss the performance of other executives and to make
proposals as necessary. The Remuneration Committee’s
responsibilities are to make recommendations to the
Board on terms of service, remuneration and benefits of
the executive directors and senior executives of the
Group. Where it considers it prudent to do so, the
Committee engages external remuneration consultants to
advise and assist it. Further details of the terms of
reference of the Remuneration Committee are set out in
the Directors’ Remuneration Report on pages 32 to 34
and are available on the Group’s website.
Audit Committee
Mr Warr and Mrs Farnon served on the Audit Committee
throughout the year, and Mr Corsellis served on the
Committee until his resignation from the Board in July
2011. Mr Warr is chairman of the Committee. Written
terms of reference have been agreed for the Audit
Committee, the main role of which is the oversight and
monitoring of the Group’s financial statements, which
includes keeping under review the scope and results of the
audit, its cost effectiveness, the independence and
objectivity of the auditor and the effectiveness of internal
control. Full terms of reference for the Audit Committee
are available on the Group’s website.
The Audit Committee invites the Executive Chairman, the
Group Chief Executive and the Group Finance Director,
and senior representatives of the external auditor to
attend part of its meetings as appropriate.
The members of the Audit Committee have relevant and
recent financial experience at senior executive level.
Nominations Committee
The Board has considered the possible requirement for a
Nominations Committee and it has concluded that, as the
Board is small, there is no current need for a separate
Nominations Committee and the appointment of any new
directors of the Company will be considered by the Board
as a whole. This situation will be periodically reviewed. 31
MEETINGS ATTENDANCE
The Board met formally 6 times during the year and the
attendance of the Directors, who held office at 31
December 2011, at each meeting together with attendance
at committee meetings, is set out in the table above. 
This table shows only those meetings which each director
attended as a member rather than as an invitee. 
SHAREHOLDER RELATIONS
The Company is committed to maintaining good
communications with its shareholders. 
Members of the Board have meetings with institutional
shareholders to aid understanding of the Group’s strategic
objectives and performance, and all shareholders are
encouraged to participate in the Company’s Annual
General Meeting.
Messrs Williams and Warr, as chairmen of the Remuneration
and Audit Committees respectively, will be available to
answer questions at the forthcoming Annual General
Meeting. In addition, proxy votes will be counted and the
results announced after any vote on a show of hands. 
The Company complies with the recommendation of the
UK Corporate Governance Code that the notice of the
Annual General Meeting and related papers should be
sent to shareholders at least twenty working days before
the meeting.
The Executive Chairman ensures that the views of
shareholders are communicated to the Board as a whole,
and that non-executive directors develop an
understanding of the views of major shareholders.
INTERNAL CONTROL
The Board is ultimately responsible for the Group’s system
of internal control and for reviewing its effectiveness.
However, such a system is designed to manage rather
than eliminate the risk of failure to achieve business
objectives, and can provide only reasonable and not
absolute assurance against material misstatement or loss.
The Directors have reviewed the effectiveness of the
Group’s system of internal control including financial,
operational, compliance and risk management controls,
which mitigate the significant risks identified. A formal
Risk Register has been drawn up, and this is reviewed by
the Board at least twice annually.
The Group does not have an internal audit function. This is
presently considered appropriate given the size of the
Group and the close involvement of executive directors
and senior management on a day to day operational basis.
However, the need for an internal audit function is kept
under regular review.
Board Audit Committee Remuneration Committee
Attended
Eligible 
to attend
Attended
Eligible 
to attend
Attended
Eligible 
to attend
Peter Tom CBE 6 6 - - - -
Simon Vivian 6 6 - - - -
Ian Peters 5 6 - - - -
Susie Farnon 6 6 4 4 3 3
David Warr 6 6 4 4 2 3
David Williams 5 6 - - 2 3 32
2011
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS
DIRECTORS’ REMUNERATION REPORT
The responsibility for establishing the overall remuneration
policy lies with the Board as a whole. The Remuneration
Committee works within agreed terms of reference to
make recommendations to the Board on the Group’s
framework for executive remuneration. The terms of
reference of the Remuneration Committee are available on
the Group’s website. 
REMUNERATION COMMITTEE
The Remuneration Committee was chaired by David
Williams throughout the year. At the end of the financial
year, the Committee comprised David Williams, David
Warr and Susie Farnon. The Company Secretary acts as
secretary to the Committee. The Committee met 3 times
formally in 2011. 
The role of the Remuneration Committee is broadly to
determine the terms of employment, including
remuneration and other benefits, for individual directors
and senior management, within the overall policy as agreed
by the Board as a whole. The Remuneration Committee
gives full consideration to the provisions of the UK
Corporate Governance Code concerning remuneration
policy, service contracts and compensation. The
Remuneration Committee takes into account remuneration
packages of comparable companies and has access to
professional advice from both internal and external sources
in order to determine and develop its recommendations. 
REMUNERATION POLICY
In order to ensure that it attracts and retains a management
team with the appropriate skills to provide maximum
shareholder value for the future, the Group needs to ensure
that its pay and benefit practices are competitive but
consistent with the Group’s circumstances; that they
motivate employees at all levels; and that they recognise
and reward high standards of performance.
The Group’s remuneration policy is as follows:
(i) to ensure that individual rewards and incentives are
aligned with the performance of the Group and the
interests of Shareholders;
(ii) to maintain a competitive remuneration package
which enables the Group to attract, retain and
motivate high calibre executives; and
(iii) to ensure that performance related elements form a
significant proportion of total remuneration.
The Group’s non-executive directors do not participate in
any incentive scheme, share scheme or pension
arrangement. The remuneration of non-executive
directors is a matter for the Board as a whole, taking into
account market rates and the required time commitment.
(i) BASIC SALARY
Executive directors’ and senior managers’ individual
salaries and performance incentives are determined by
personal factors. 
These include the individual’s performance as measured by
an appraisal process, and any other matters likely to affect
a particular executive’s value in the employment market. 
Basic salaries are reviewed on an annual basis or
following a significant change in responsibilities. 
(ii) INCENTIVE ARRANGEMENTS
Annual Cash Bonus
In addition to basic salary, the Group operates a
performance related cash bonus scheme and challenging
performance goals are set which must be achieved
before the maximum bonus becomes payable. The
Company has agreed, subject to certain performance
targets being achieved, to pay Peter Tom a bonus of up to
£200,000 in relation to each financial year of the
Company. Commencing in 2011, for Simon Vivian and Ian
Peters, as executive directors, the maximum bonus
opportunity is 100% of salary as at the end of the year,
linked to targets based on the Group’s EBITDA
performance. For other senior management in the Group,
the maximum bonus opportunity is up to 75% and is
linked to targets based on achieving EBITDA targets for
the businesses for which they are responsible. Bonuses
are not pensionable. 
Transaction Bonuses
In accordance with the terms of their service agreements,
upon completion of the acquisition of any trading
company, the executive directors are entitled to a
transaction bonus of up to 0.5 percent of the value of the
transaction to be shared amongst them at the discretion
of the Remuneration Committee.
Long Term Incentive arrangements
The Directors believe that the success of the Company
will depend to a high degree on the future performance of
the management team. The Company has therefore
established incentive arrangements which will only
reward the participants if shareholder value is created,
thereby aligning the interests of management directly
with those of the shareholders.
The executive directors have subscribed for Participation
Shares in the Company’s wholly owned subsidiary
Marwyn Materials Investments Limited (the
“Management Participation Shares”). Further details of
the Management Participation Shares, including
descriptions of the Growth and Vesting Conditions, are
set out in note 20 to the financial statements. 
Certain other members of the Group’s senior executive
management team participate in the Breedon Aggregates
Performance Share Plan which was approved by
shareholders at the 2011 Annual General Meeting (the
“PSP”). Further details of the awards made under the
PSP are set out in note 20 to the financial statements. 33
(iii) PENSIONS
Simon Vivian is paid a salary supplement equal to 17.5%
of his base salary in lieu of a pension contribution, and Ian
Peters is entitled to a pension contribution equal to 17.5%
of his base salary which is paid to the Group’s defined
contribution pension scheme. 
SERVICE AGREEMENTS / LETTERS OF
APPOINTMENT OF THE DIRECTORS 
The Directors are party to the following service
agreements/letters of appointment with the Company:
(i) Non-executive Directors
The Company has entered into letters of appointment
with each of Susie Farnon, David Warr and David
Williams, pursuant to which each of them were
appointed as a non-executive director of the Company. 
The letters of appointment do not contain a fixed time
commitment but require each non-executive director
to ensure that he or she has sufficient time to meet
the expectations of the role.
The appointments can be terminated by either party
without notice. The non-executive directors each
receive a fee for their services of £25,000 per annum
payable in equal monthly instalments and are entitled
to be reimbursed all reasonable expenses, properly
incurred in the course of performing their duties. No
other benefits are payable. The letters of appointment
are governed by Jersey law.
(ii) Executive Directors
Peter Tom CBE
On 5 June 2008, the Company entered into a service
agreement with Rise Rocks Limited for the purposes
of procuring the services of Peter Tom as a consultant
to the Company in the role of Chairman. This
agreement does not render Mr Tom as an employee,
officer, worker or partner of the Company. To the
extent that any liabilities arise in connection with a
claim that he is an employee, officer, worker or
partner of the Company, Mr Tom agrees to indemnify
the Company (and its associates) from any such claim.
The agreement will continue until terminated. The
Company may terminate this agreement by giving not
less than 12 months’ written notice to Mr Tom, such
notice to expire no earlier than 6 September 2013. Mr
Tom may terminate the agreement by giving the
Company not less than 12 months’ written notice.
The Company may also terminate the agreement with
immediate effect in certain other specified
circumstances. Upon termination a payment in lieu of
notice may be made to Mr Tom. The service
agreement is governed by English law.
Simon Vivian
On 5 June 2008, the Company entered into a service
agreement with Simon Vivian pursuant to which he is
employed as Group Chief Executive. 
The service agreement will continue until terminated.
The Company may terminate this agreement by giving
not less than 12 months’ written notice to Mr Vivian,
such notice to expire no earlier than 6 September
2013. Mr Vivian may terminate the agreement by
giving the Company not less than 12 months’ written
notice. The Company may also terminate the
agreement with immediate effect in certain other
specified circumstances. Upon termination a payment
in lieu of notice may be made to Mr Vivian. The
service agreement is governed by English law.
Ian Peters
On 5 June 2008, the Company entered into a service
agreement with Ian Peters pursuant to which he is
employed as Group Finance Director. 
The service agreement will continue until terminated.
The Company may terminate this agreement by giving
not less than 12 months’ written notice to Mr Peters,
such notice to expire no earlier than 6 September 2013.
Mr Peters may terminate the agreement by giving the
Company not less than 12 months’ written notice. The
Company may also terminate the agreement with
immediate effect in certain other specified
circumstances. Upon termination a payment in lieu of
notice may be made to Mr Peters. The service
agreement is governed by English law.
During any notice period, it is the Company’s policy to have
regard to an individual’s duty to mitigate his loss in respect
of those contractual rights that he would otherwise be
entitled to receive. On the early termination of any
contract, the Board will act in shareholders’ interests in
arriving at the level of compensation to be awarded. 
SUCCESSION PLANNING
The Board recognises the requirements of the QCA
Guidelines that it should, through periodic review, ensure
that plans for an orderly succession to Board and senior
management positions are regularly updated. It will
continually monitor the composition of the senior
management team, including the executive directors, and,
taking into account factors such as age, experience and
career progression opportunities, it will formulate plans
well in advance of potential vacancies arising. 34
2011
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS
DETAILS OF REMUNERATION
The remuneration of the Directors for the year ended 31 December 2011 was as shown in the table below.
Notes
1. The bonuses paid and payable to Messrs Vivian and Peters were earned pursuant to their service agreements and the rules of the Group’s
executive bonus scheme. 
2. Included in fees above is an amount of £196,867 (2010: £140,240) in respect of services provided by Rise Rocks Limited, a company in which
Mr Tom has a beneficial interest, and the sum of £180,030 (2010: £320,000) which was paid or payable to Rise Rocks Limited as bonuses
pursuant to the consultancy agreement between the Company and Rise Rocks Limited. 
3. Benefits for Mr Vivian and Mr Peters comprise the provision of private medical insurance and the reimbursement of certain travel costs.
4. The 2010 comparative figures for Mr Peters and Mrs Farnon comprise their remuneration from their appointment as directors on 1 November 2010.
5. The fees payable in respect of Mr Corsellis were paid to Marwyn Capital LLP in respect of his services as a non-executive director, and
represent their fees until his resignation as a director on 22 July 2011.
6. In 2011 the Group introduced a Group Personal Pension Plan which is funded by way of an HMRC approved salary sacrifice arrangement.
Pension contributions paid in respect of Mr Peters in 2011 therefore include the portion of his salary sacrificed for this purpose.
MANAGEMENT PARTICIPATION SHARES 
Details of Management Participation Shares issued to Directors (“Management Participation Shares”) which give rights
to participate in an increase in the market capitalisation of the Company are set out in note 20 to the financial
statements. At 31 December 2011, the Group had a number of Management Participation Shares outstanding. None of
the Management Participation Shares vested during the year.
On behalf of the Board
David Williams
Chairman, Remuneration Committee
6 March 2012
Total
Pension Contributions 
(note 6)
Salary Bonus
(note 1)
Fees
(note 2)
Benefits
(note 3)
2011 2010 2011 2010
Peter Tom CBE - - 376,897 - 376,897 460,240 - -
Simon Vivian 400,695 240,300 - 3,791 644,786 515,531 - -
Ian Peters (note 4) 184,437 106,400 - 3,805 294,642 32,141 37,187 5,104
James Corsellis (note 5) - - 10,417 - 10,417 14,626 - -
Susie Farnon (note 4) - - 25,000 - 25,000 4,167 - -
David Warr - - 25,000 - 25,000 15,000 - -
David Williams - - 25,000 - 25,000 15,000 - -
Total 585,132 346,700 462,314 7,596 1,401,742 1,056,705 37,187 5,104 35
We produced around 0.4 million cubic metres of ready-mixed concrete
in 2011 from our 40 batching plants in England and Scotland, benefiting
from the added capacity of the 12 plants acquired with C&G in July,
which gave us critical mass in England. We now produce a full 
range of proprietary concrete mixes, screeds and mortars 
for a variety of specialist applications. 36
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS 2011
The Directors are responsible for preparing the financial statements in accordance with applicable law and International Financial Reporting
Standards as adopted by the EU.
Company law requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs
of the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and apply them consistently;
•make judgments and estimates which are reasonable and prudent;
• state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the
financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue
in business.
The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial
position of the Group and enable them to ensure that the financial statements comply with the Companies (Jersey) Law 1991. They are
also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities.
Statement of Directors’ Responsibilities
in respect of the Directors’ Report and the Financial Statements 37
Independent Auditor’s Report 
to the Members of Breedon Aggregates Limited
5 St Andrew’s Place
Charing Cross
St Helier
Jersey
JE4 8WQ
Channel Islands
We have audited the Group financial statements of Breedon Aggregates Limited for the year ended 31 December 2011 which comprise the
Consolidated Income Statement, Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position,
Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows and the related notes. The financial reporting framework
that has been applied in their preparation is applicable law and International Financial Reporting Standards as adopted by the EU.
This report is made solely to the Company’s members, as a body, in accordance with Article 113A of the Companies (Jersey) Law 1991. 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. 
Respective responsibilities of directors and auditor
As explained more fully in the Statement of Directors’ Responsibilities set out on page 36, the Directors are responsible for the preparation
of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit, and express an opinion
on, the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards
require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable
assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an
assessment of: whether the accounting policies are appropriate to the Group’s circumstances and have been consistently applied and
adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of
the financial statements. In addition, we read all the financial and non-financial information in the Annual Report to identify material
inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies
we consider the implications for our report.
Opinion on financial statements
In our opinion the financial statements:
● give a true and fair view of the state of the Group’s affairs as at 31 December 2011 and of the Group’s profit for the year then ended;
● have been properly prepared in accordance with International Financial Reporting Standards as adopted by the EU; and
● have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies (Jersey) Law 1991 requires us to report to you if, in
our opinion:
● adequate accounting records have not been kept by the Company; or
● the financial statements are not in agreement with the accounting records and returns; or
● we have not received all the information and explanations we require for our audit.
Andrew P Quinn 
6 March 2012
for and on behalf of KPMG Channel Islands Limited 
Chartered Accountants 
Notes:
1. The maintenance and integrity of the Breedon Aggregates Limited website is the responsibility of the Directors; the work carried out by the Auditor
does not involve consideration of these matters and, accordingly, KPMG Channel Islands Limited accepts no responsibility for any changes that may
have occurred to the financial statements or our audit report since 6 March 2012. KPMG Channel Islands Limited has carried out no procedures of any
nature subsequent to 6 March 2012 which in any way extends this date.
2. Legislation in Jersey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. The Directors
shall remain responsible for establishing and controlling the process for doing so, and for ensuring that the financial statements are complete and
unaltered in any way. 38
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS 2011
Consolidated Income Statement
for the year ended 31 December 2011
Note 2011 2010
Underlying
†
Non- Total Underlying
†
Non- Total
underlying* underlying*
(note 3) (note 3)
£000 £000 £000 £000 £000 £000
Revenue 1,2 168,888 -168,888 42,679 -42,679
Cost of sales (130,035) -(130,035) (25,069) -(25,069)
Gross profit 38,853 -38,853 17,610 -17,610
Distribution expenses (19,816) -(19,816) (8,332) -(8,332)
Administrative expenses (13,349) (758) (14,107) (9,545) (4,456) (14,001)
Gain on bargain purchase - 636 636 -- -
Group operating profit/(loss) 25,688 (122)5,566 (267) (4,456) (4,723)
Share of profit/(loss) of associated
undertaking (net of tax) 11 659 - 659 (22) -(22)
Profit/(loss) from operations 6,347 (122) 6,225 (289) (4,456) (4,745)
Financial income 62 -2 42 - 42
Financial expense 6(4,842) -(4,842) (1,601) -(1,601)
Profit/(loss) before taxation 1,507 (122) 1,385 (1,848) (4,456) (6,304)
Taxation 7(316) 130 (186) 287 144 431
Profit/(loss) for the year 1,191 81,199 (1,561) (4,312) (5,873)
Attributable to:
Equity holders of the parent 1,167 81,175 (1,571) (4,312) (5,883)
Non-controlling interests 24 - 24 10 - 10
Profit/(loss) for the year 1,191 81,199 (1,561) (4,312) (5,873)
Basic earnings/(loss) per ordinary share 25 0.21p 0.21p (0.58p) (2.19p)
Diluted earnings/(loss) per ordinary share 25 0.20p 0.20p (0.58p) (2.16p)
* Non-underlying items represent acquisition related expenses, redundancy and reorganisation costs, property items, impairments,
amortisation of acquisition intangibles, changes in the fair value of financial instruments and gains on bargain purchase.
† The Consolidated Income Statement presents the results for the year ended 31 December 2011. In the prior year, the Group made its
first acquisition on 6 September 2010 (note 27). Accordingly, with the exception of £649,000 of administrative expenses, all comparative
underlying revenues and profits from operations set out above are for the period from 6 September 2010 to 31 December 2010. 39
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2011
Note 2011 2010
£000 £000
Profit/(loss) for the year 1,199 (5,873)
Other comprehensive income
Effective portion of changes in fair value of cash flow hedges (201) 74
Taxation on items taken directly to other comprehensive income 7 52 (20)
Other comprehensive income for the year (149) 54
Total comprehensive income for the year 1,050 (5,819)
Total comprehensive income for the year is attributable to:
Equity holders of the parent 1,026 (5,829)
Non-controlling interests 24 10
1,050 (5,819) 40
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS 2011
Consolidated Statement of Financial Position
at 31 December 2011
Note 2011 2010
£000 £000
Non-current assets
Property, plant and equipment 8151,984 146,816
Intangible assets 91,648 1,790
Investment in associated undertaking 11 792 1,070
Total non-current assets 154,424 149,676
Current assets
Inventories 13 8,001 6,774
Trade and other receivables 14 34,555 26,410
Cash and cash equivalents 921 3,294
Non-current assets held for resale 15 - 400
Total current assets 43,477 36,878
Total assets 197,901 186,554
Current liabilities
Interest-bearing loans and borrowings 16 (8,237) (7,095)
Trade and other payables 17 (33,366) (27,629)
Current tax payable - (5)
Provisions 18 (166) (160)
Total current liabilities (41,769) (34,889)
Non-current liabilities
Interest-bearing loans and borrowings 16 (88,869) (88,457)
Provisions 18 (7,172) (6,076)
Deferred tax liabilities 12 (1,059) (301)
Total non-current liabilities (97,100) (94,834)
Total liabilities (138,869) (129,723)
Net assets 59,032 56,831
Equity attributable to equity holders of the parent
Stated capital 19 62,715 61,575
Cash flow hedging reserve 19 (95) 54
Capital reserve 19 2,069 2,369
Retained earnings (5,765) (7,261)
Total equity attributable to equity holders of the parent 58,924 56,737
Non-controlling interests 108 94
Total equity 59,032 56,831
These financial statements were approved by the board of directors on 6 March 2012 and were signed on its behalf by:
Simon Vivian Ian Peters
Group Chief Executive Group Finance Director  41
Consolidated Statement of Changes in Equity
for the year ended 31 December 2011
Stated Cash flow Capital Retained Attributable Non- Total
capital hedging reserve earnings to equity controlling equity
reserve holders of interests
parent
£000 £000 £000 £000 £000 £000 £000
Balance at 1 January 2010 13,262 -- (1,569) 11,693 -11,693
Shares issued 50,000 -- -50,000 -50,000
Expenses of share issue (1,687) -- -(1,687) -(1,687)
Acquisitions through business combinations - -2,369 -2,369 84 2,453
Total comprehensive income for the year -54 - (5,883) (5,829)10 (5,819)
Credit to equity of share based payments - -- 191 191 -191
Balance at 31 December 2010 61,575 54 2,369 (7,261) 56,737 94 56,831
Shares issued 1,140 -(300) - 840 -840
Dividend to non-controlling interest (note 10) - -- - -(60) (60)
Disposal of non-controlling interest 
without a change in control - -- 108 108 50 158
Total comprehensive income for the year -(149) - 1,175 1,026 24 1,050
Credit to equity of share based payments - -- 213 213 -213
Balance at 31 December 2011 62,715 (95) 2,069 (5,765) 58,924 108 59,032 42
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS 2011
Consolidated Statement of Cash Flows
for the year ended 31 December 2011
Note 2011 2010
£000 £000
Cash flows from operating activities
Profit/(loss) for the year 1,199 (5,873)
Adjustments for:
Depreciation and amortisation 11,537 3,652
Gain on bargain purchase (636) -
Financial income (2) (42)
Financial expense 4,842 1,601
Share of (profit)/loss of associated undertaking (net of tax) (659) 22
Net gain on sale of property, plant and equipment, and asset for resale (853) (260)
Equity settled share based payment expenses 213 191
Change in the fair value of financial instruments - (259)
Taxation 186 (431)
Operating cash flow before changes in working capital and provisions 15,827 (1,399)
(Increase)/decrease in trade and other receivables (8,665) 4,176
(Increase)/decrease in inventories (479) 1,203
Increase/(decrease) in trade and other payables 6,564 (1,145)
Decrease in provisions (466) (60)
Cash generated from operating activities 12,781 2,775
Interest paid (2,903) (1,459)
Interest element of finance lease payments (1,687) (462)
Dividend paid to non-controlling interest 10 (60) -
Income taxes (paid)/received (2) 31
Net cash from operating activities 8,129 885
Cash flows used in investing activities
Acquisition of businesses 27 (9,770) (11,410)
Purchase of property, plant and equipment (6,711) (1,232)
Proceeds from sale of asset for resale 391 50
Proceeds from sale of property, plant and equipment 2,609 317
Proceeds from sale of non-controlling interest 10 158 -
Interest received 2 42
Dividend from associated undertaking 11 937 563
Net cash used in investing activities (12,384) (11,670)
Cash flows from financing activities
Proceeds from the issue of shares (net) 19 840 48,313
Proceeds from new loans raised 11,000 4,500
Repayment of loans (5,522) (49,982)
Repayment of finance lease obligations (5,953) (1,973)
Purchase of financial instrument – derivative -(243)
Net cash from financing activities 365 615
Net decrease in cash and cash equivalents (3,890) (10,170)
Cash and cash equivalents at 1 January 1,696 11,866
Cash and cash equivalents at 31 December (2,194) 1,696
Cash and cash equivalents 921 3,294
Bank overdraft 16 (3,115) (1,598)
Cash and cash equivalents at 31 December (2,194) 1,696 43
Notes to the financial statements
1Accounting policies
The principal activities of the business are the quarrying of aggregates and the production of added value products, including asphalt
and ready-mixed concrete, collectively known as ‘aggregates’, together with related activities in Great Britain and Jersey. Breedon
Aggregates Limited (the “Company”) is a company domiciled in Jersey. The address of the Company’s registered office is Elizabeth
House, 9 Castle Street, St Helier, Jersey, JE2 3RT. The Company was incorporated on 15 August 2007.
Basis of preparation 
The financial statements were authorised for issue by the Board of Directors on 6 March 2012.
These financial statements consolidate the results of the Company and its subsidiary undertakings and equity account for the Group’s
interest in associates (collectively “the Group”). In the preceding financial year, the results of Breedon Holdings Limited and its
subsidiaries are consolidated with effect from acquisition on 6 September 2010.
The financial statements have been prepared on a going concern basis based on the assessment made by the Directors as described
in the Directors’ Report on page 29.
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as adopted
by the EU (“Adopted IFRS’s”). The consolidated financial statements have been prepared under the historical cost convention except
where the measurement of balances at fair value is required as set out below.
The preparation of financial statements in conformity with Adopted IFRS’s requires the use of certain critical accounting estimates. It
also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial
statements, are disclosed in note 28.
As required by IFRS 3 - Business Combinations, comparative information has been revised for adjustments to the provisional amounts
recognised in respect of business combinations to reflect new information obtained about facts and circumstances existing at the
acquisition date (note 27).
The accounting policies set out below have, unless otherwise stated, been applied consistently throughout the year presented in this
financial information.
These financial statements are presented in pounds sterling, which is the Group’s functional currency. All financial information
presented in pounds sterling has been rounded to the nearest thousand.
Parent company information has not been provided in accordance with Section 105 of Companies (Jersey) Law 1991.
New IFRS standards and interpretations adopted during 2011
In 2011, the following standards had been endorsed by the EU, became effective and therefore were adopted by the Group:
•IAS 24 (revised) – Related Party Transactions;
•IFRIC 19 – Extinguishing Financial Liabilities with Equity Insurers.
The annual improvement project to IFRS’s provides a vehicle for making non-urgent but necessary amendments to IFRS’s.
Amendments to a number of standards have been adopted.
The adoption of the above standards, amendments and interpretations has not had a material impact on the Group’s financial statements.
New IFRS standards and interpretations not adopted
The IASB and IFRIC have issued an additional amendment which is effective for periods starting after the date of these financial
statements. The following amendment has not yet been adopted by the Group:
•Amendments to IFRS 7 – Disclosures - Offsetting Financial Assets and Financial Liabilities (effective for periods beginning on or after
1 July 2011).
The Group does not anticipate that the adoption of the above amendment will have a material effect on its financial statements on
initial adoption. 44
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS 2011
Notes to the financial statements
(continued)
1Accounting policies (continued) 
Basis of consolidation
Subsidiary undertakings are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to
govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting
rights that are currently exercisable or convertible are taken into account. Ordinarily, the Group considers a company a subsidiary when
it holds more than 50% of the shares and voting rights. The financial statements of subsidiary undertakings are included in the Group
financial information from the date that control commences until the date that control ceases.
Associated undertakings are those entities in which the Group holds more than 20% of the shares and voting rights and has significant
influence, but not control, over the financial and operating policies. The Group financial information includes the Group’s share of the
total comprehensive income of associated undertakings on an equity accounted basis, from the date that significant influence
commences until the date that significant influence ceases. When the Group’s share of losses exceeds its interest in an associate, the
Group’s carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has
incurred legal or constructive obligations or made payments on behalf of an associated undertaking.
Financial instruments
Financial instruments are recognised when the Group becomes a party to the contractual provisions of the instrument. The principal
financial assets and liabilities of the Group are as follows:
Trade receivables and trade payables
Trade receivables and trade payables are initially recognised at fair value and then are stated at amortised cost.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, including bank deposits with original maturities of three months or less.
For the purposes of the Consolidated Statement of Cash Flows, bank overdrafts are also included as they are an integral part of the
Group’s cash management.
Bank and other borrowings
Interest bearing bank loans and overdrafts and other loans are recognised initially at fair value less attributable transaction costs. All
borrowings are subsequently stated at amortised cost with the difference between initial net proceeds and redemption value
recognised in the Consolidated Income Statement over the period to redemption on an effective interest basis.
Derivative financial instruments
The Group uses financial instruments to manage financial risks associated with the Group’s underlying business activities and the
financing of those activities. The Group does not undertake any trading in financial instruments.
Derivatives are initially recognised at fair value on the date that the contract is entered into and subsequently re-measured in future
periods at their fair value. The gain or loss on the re-measurement of fair value is recognised immediately in profit or loss. However,
where the derivative qualifies for hedge accounting, recognition of the resultant gain or loss depends on the nature of the item being
hedged (see below). 
Interest rate caps are used to hedge the Group’s exposure to movements on interest rates. 
The fair value of interest rate caps is the estimated amount that the Group would receive to terminate the cap at the reporting date,
taking into account current interest rates and the current creditworthiness of the financial derivative counterparties. 
Cash flow hedges
Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, the
effective part of any gain or loss on the derivative financial instrument is recognised in the Consolidated Statement of Comprehensive
Income and in the cash flow hedging reserve. Any ineffective portion of the hedge is recognised immediately in the Consolidated
Income Statement.
Amounts recorded in the cash flow hedging reserve are subsequently reclassified to the Consolidated Income Statement when the
interest expense is actually recognised.
To qualify for hedge accounting, the hedging relationship must meet several conditions with respect to documentation, probability of
occurrence, hedge effectiveness and reliability of measurement. At the inception of the transaction, the Group documents the
relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking
the hedge transaction. This process includes linking all derivatives designated as hedges to specific assets and liabilities or to specific
firm commitments or forecast transactions. The Group also documents its assessment, at hedge inception and on an annual basis, as
to whether the derivatives that are used in hedging transactions have been, and are likely to continue to be, effective in offsetting
changes in fair value or cash flows of hedged items. 45
1Accounting policies (continued) 
Minerals reserves and resources
Mineral reserves and resources are stated at cost and are depreciated based on the physical unit-of-production method over their
estimated commercial lives. 
The value of mineral reserves and resources recognised as a result of business combinations is based on fair value.
Costs incurred to gain access to mineral reserves and resources are capitalised and depreciated over the life of the quarry, which is
based on the estimated tonnes of raw material to be extracted from the reserves.
Property, plant and equipment
Items of property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss.
Leases in which the Group assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance
leases. Leased assets acquired by way of finance lease are stated at an amount equal to the lower of their fair value and the present
value of the minimum lease payments at inception of the lease, less accumulated depreciation and impairment losses. Lease
payments are accounted for as described below.
Depreciation is charged to the Consolidated Income Statement on a straight-line basis over their estimated useful lives to write off the
cost or deemed cost of assets. The estimated useful lives are as follows:
•Freehold buildings -50 years
•Long leasehold land and buildings - life of the lease
•Fixtures and fittings -10 years
•Office equipment -3-5 years
•Fixed plant -20 years
•Loose plant and machinery -5-10 years
• Motor vehicles -4-10 years
No depreciation is provided on freehold land.
Intangible assets and goodwill
The Group measures goodwill as the fair value of the purchase consideration transferred including the recognised amount of any non-
controlling interest in the acquiree, less the fair value of the identifiable assets acquired and liabilities assumed, all measured as of the
acquisition date. Fair value adjustments are always considered to be provisional at the first reporting date after the acquisition to allow
the maximum time to elapse for management to make a reliable estimate.
The Group measures non-controlling interests at a proportionate share of the recognised amount of the identifiable net assets at the
acquisition date.
Goodwill arising on the acquisition of subsidiary undertakings is recognised as an asset in the Consolidated Statement of Financial
Position and is subject to annual impairment review. Goodwill arising on the acquisition of associated undertakings is included within
the carrying value of the investment. When the excess is negative, a gain on bargain purchase is recognised immediately in the
Consolidated Income Statement.
Other intangible assets that are acquired by the Group as part of a business combination are stated at cost less accumulated
amortisation and impairment losses. Cost reflects management’s judgement of the fair value of the individual intangible asset
calculated by reference to the net present value of future economic benefits accruing to the Group from the utilisation of the asset,
discounted at an appropriate discount rate. Other intangibles arising on the acquisition of associated undertakings are included within
the carrying value of the investment.
Amortisation is based on the useful economic lives of the assets concerned, currently being the consumption of economic benefits
over a period up to ten years.
Impairment
The carrying amounts of the Group’s non-financial assets, other than inventories and deferred tax assets (see separate accounting
policies), are reviewed at each reporting date to determine whether there is any indication of impairment. Impairment reviews are
undertaken at the level of each significant cash generating unit, which is no larger than an operating segment as defined by IFRS 8 -
Operating Segments. If any such indication exists then the asset’s recoverable amount is estimated. 46
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS 2011
Notes to the financial statements
(continued)
1Accounting policies (continued) 
Impairment (continued)
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are
assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if
there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the
extent that the assets carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or
amortisation, if no impairment loss had been recognised.
Non-current assets held exclusively with a view to resale
Non-current assets acquired exclusively with a view to subsequent disposal are classified as assets held for resale at the acquisition
date only where all criteria set out in IFRS 5 are satisfied within a short period following the acquisition. When acquired as part of a
business combination, non-current assets acquired exclusively with a view to subsequent disposal are initially measured at fair value
less costs to sell. Subsequently, these non-current assets are measured at the lower of their current carrying value and current fair
value less costs to sell. Subsequent gains or losses on re-measurement are recognised in the Consolidated Income Statement. Gains
are not recognised in excess of any cumulative loss.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is based on the first-in first-out principle and includes
expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of manufactured
inventories and work in progress, cost includes an appropriate share of overheads based on normal operating capacity.
Retirement benefits
Obligations for contributions to defined contribution pension plans are recognised as an expense in the consolidated income statement
as incurred.
Provisions
Restoration provisions
The Group provides for the costs of restoring a site where a legal or constructive obligation exists. The cost of raising a provision
before exploitation of the raw materials has commenced is included in property, plant and equipment and depreciated over the life of
the site. The effect of any adjustments to the provision due to further environmental damage is recorded through operating costs over
the life of the site to reflect the best estimate of the expenditure required to settle the obligation at the end of the reporting period.
Changes in the measurement of a provision that result from changes in the estimated timing or amount of cash outflows, or a change
in the discount rate, are added to, or deducted from, the cost of the related asset. All provisions are discounted to their present value at
a rate that reflects current market assessments of the time value of money and the risks specific to the liability.
Property related provisions
A provision is recognised in the consolidated statement of financial position when the Group has a present legal or constructive
obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation.
Provisions are determined by discounting the expected future cash flows at a rate that reflects current market assessments of the
time value of money and the risks specific to the liability.
Revenue
Revenue from the sale of goods and services represents the amount (excluding value added and sales taxes) invoiced to third party
customers, net of returns and trade discounts. Revenue is recognised by the Group when the significant risks and rewards associated with
the transaction have been transferred to the customers and the amount of revenue can be measured reliably. The timing of the transfers of
risks and rewards varies depending on the individual terms of the contract of sale. Usually transfer occurs when products have been
delivered to, or picked up by, the customer or by reference to the degree of completion of short term contracts for the supply of services.
Expenses
Operating lease payments
Payments made under operating leases are recognised in the Consolidated Income Statement on a straight-line basis over the term of
the lease. Lease incentives received are recognised in the Consolidated Income Statement as an integral part of the total lease expense.
Finance lease payments
Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance
charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance
of the liability. 47
1Accounting policies (continued) 
Expenses (continued)
Financial income and expense
Financial income and expense comprises interest payable, finance charges, finance lease charges, interest receivable on funds
invested, and gains and losses on hedging instruments that are recognised in the Consolidated Income Statement.
Interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest method. 
Income tax
Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the Consolidated Income
Statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable profit for the year. Taxable profit differs from net profit as reported in the
Consolidated Income Statement because it excludes items of income or expense that are not taxable or deductible. The Group’s
liability for current tax is calculated using tax rates enacted or substantively enacted at the reporting date and any adjustment to tax
payable in respect of previous years.
Deferred tax
Deferred tax is provided in full using the Statement of Financial Position liability method and represents the tax expected to be payable
or recoverable on the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not deductible for tax
purposes; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business
combination; and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable
future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of
assets and liabilities using tax rates enacted or substantively enacted at the reporting date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the
asset can be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is
no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Group
intends to settle its current tax assets and liabilities on a net basis.
Share based transactions
Equity-settled share based payments to Directors, key employees and others providing similar services are measured at the fair value
of the equity instruments at the grant date.
The fair value is expensed, with a corresponding increase in equity, on a straight line basis over the period that the employees become
unconditionally entitled to the awards.  At each Consolidated Statement of Financial Position date, the Group revises the amount
recognised as an expense to reflect the number of awards for which the related service and non-market performance conditions are
expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the
related service and non-market performance conditions at the vesting date.  For share based payment awards with non-vesting
conditions, the grant date fair value of the share based payment is measured to reflect such conditions and there is no true-up for
differences between expected and actual outcomes.  
Dividends
Dividends are recognised as a liability in the period in which they are approved by the Company’s shareholders. 48
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS 2011
Notes to the financial statements
(continued)
2 Segmental analysis
Segmental information is presented in respect of the Group’s business segments in line with IFRS 8 Operating Segments which
requires segmental information to be presented on the same basis as it is viewed internally. The Group’s Board of Directors,
considered as the Group’s “Chief Operating Decision Maker” view the business on a geographical basis. As such, two operating
segments (England and Scotland) have been identified as reportable segments. A description of the activities of each segment is
included on pages 6 and 7. There are no other operating segments. The majority of revenues are earned from the sale of aggregates,
related products and services.
Income statement
2011 2010
Revenue EBITDA* Revenue EBITDA*
£000 £000 £000 £000
England 86,158 9,090 21,072 1,699
Scotland 82,730 10,316 21,607 2,977
Central administration and Group properties -(2,343) -(1,369)
Group 168,888 17,063 42,679 3,307
*EBITDA represents underlying EBITDA before share of profit/(loss) from associated undertaking.
Reconciliation to reported profit/(loss)
Segmental profit/(loss) as above 17,063 3,307
Depreciation (11,375) (3,574)
Non-underlying items (note 3) (122) (4,456)
Reported operating profit/(loss) 5,566 (4,723)
Share of profit/(loss) of associated undertaking 659 (22)
Net financial expense (4,840) (1,559)
Profit/(loss) before taxation 1,385 (6,304)
Taxation (186) 431
Profit/(loss) for the year 1,199 (5,873) 49
2 Segmental analysis (continued)
Statement of financial position
2011 2010
Total Total Total Total
assets liabilities assets liabilities
£000 £000 £000 £000
England 103,817 (20,154) 85,659 (14,795)
Scotland 85,223 (15,498) 87,521 (13,921)
Central administration and Group properties 7,940 (5,052) 10,080 (5,154)
Total operations 196,980 (40,704) 183,260 (33,870)
Deferred tax -(1,059) - (301)
Net debt 921 (97,106) 3,294 (95,552)
Total Group 197,901 (138,869) 186,554 (129,723)
Net assets 59,032 56,831
Scotland total assets include £792,000 (2010: £1,070,000) in respect of investments in associated undertakings.
Non-current assets held for resale of £nil (2010: £400,000) are included within the England segment.
Analysis of depletion, depreciation, amortisation and capital expenditure
Mineral Depreciation Amortisation Additions
depletion of intangible to property,
assets plant and
equipment
£000 £000 £000 £000
2011
England 1,490 3,770 14,804
Scotland 860 5,243 161 2,289
Central administration and Group properties - 12 - -
Total 2,350 9,025 162 7,093
2010
England 347 1,235 - 408
Scotland 203 1,782 78 824
Central administration and Group properties - 7 - -
Total 550 3,024 78 1,232
Additions to property, plant and equipment and other intangible assets exclude additions in respect of business combinations (note 27). 50
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS 2011
Notes to the financial statements
(continued)
3 Non-underlying items
As required by IFRS 3 - Business Combinations, acquisition costs have been expensed as incurred. Additionally, the Group incurred
redundancy costs in respect of the reorganisation of parts of the businesses. Non-underlying items also include property items,
impairments, the amortisation of acquisition intangible assets, changes in the fair value of financial instruments and gains on
bargain purchase.
2011 2010
£000 £000
Included in administrative expenses:
Redundancy costs (522) (843)
Acquisition costs (161) (3,794)
Gain on property disposals 156 -
Loss on disposal of asset for resale (69) -
Gain in the fair value of financial instrument - 259
Amortisation of other intangible assets (162) (78)
(758) (4,456)
Gain on bargain purchase (note 27) 636 -
Total non-underlying items (pre-tax) (122) (4,456)
4 Expenses and auditor’s remuneration
2011 2010
£000 £000
Group operating profit/(loss) has been arrived at after charging/(crediting)
Depreciation of property, plant and equipment:
Owned assets 7,785 2,166
Assets held under finance lease 3,590 1,408
Amortisation of other intangible assets 162 78
Gain on sale of property (156) -
Gain on sale of plant and equipment (766) (260)
Loss on disposal of asset for resale 69 -
Operating lease rentals:
Plant, equipment and vehicles 204 29
Other 859 220
Auditor’s remuneration
2011 2010
£000 £000
Audit of the Company’s annual accounts 11 11
Audit of the Company’s subsidiary undertakings 112 109
Services relating to corporate finance transactions 20 110
Tax services 88 66
Other services 114 38
345 334 51
5 Remuneration of key management, staff numbers and costs
Details of the remuneration received by key management is summarised below:
2011 2010
£000 £000
Salaries and short term employee benefits 932 671
Directors’ fees 462 509
Post employment benefits 37 8
Equity-settled share based payments (note 20) 14 130
1,445 1,318
The average number of persons employed by the Group (including directors) during the year, analysed by category, was as follows:
Number of employees
2011 2010
England 346 100
Scotland 405 134
Central administration 4 3
755 237
The average number of persons employed in the prior year is based on the two people employed by the Group prior to the acquisition
on 6 September 2010 and 706 people, being the average number of employees since acquisition.
The aggregate payroll costs of these persons were as follows:
2011 2010
£000 £000
Wages and salaries 23,244 7,989
Social security costs 2,406 869
Other pension costs 1,101 265
Compensation for loss of office - 843
Equity-settled share based payments (note 20) 199 181
26,950 10,147
6Financial income and expense
2011 2010
£000 £000
Interest income – bank deposits 2 42
Financial income 2 42
Interest expense – bank loans and overdrafts (2,900) (1,031)
Amortisation of prepaid bank arrangement fee (123) (33)
Interest expense – other (5) (26)
Interest expense – finance leases (1,687) (462)
Unwinding of discount on provisions (127) (49)
Financial expense (4,842) (1,601) 52
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS 2011
Notes to the financial statements
(continued)
7Taxation
Recognised in the Consolidated Income Statement
2011 2010
£000 £000
Current tax expense - 5
Adjustments in respect of prior years (3) -
Total current tax (3) 5
Deferred tax expense 
Origination and reversal of temporary differences 189 (436)
Total tax charge/(credit) in the Consolidated Income Statement 186 (431)
Taxation on items taken directly to Other Comprehensive Income
2011 2010
£000 £000
Deferred tax expense
Relating to cash flow hedges (52) 20
Reconciliation of effective tax rate
2011 2010
£000 £000
Profit/(loss) before taxation 1,385 (6,304)
Tax at the Company’s domestic rate of 0% - -
Effect of tax rates in foreign jurisdictions* 514 (719)
Expenses not deductible for tax purposes 103 279
Gain on bargain purchase not taxable (169) -
Capital losses utilised - (13)
Income from associate already taxed (175) 6
Effect of change in rate (84) 16
Adjustment in respect of prior years (3) -
Tax charge/(credit) 186 (431)
*The Company is resident in Jersey and has a zero percent tax rate. The Group has subsidiary operations in the UK which pay tax at a
higher rate of 26.5% (2010: 28.0%).
On 23 March 2011, it was announced that the main rate of corporation tax in the UK would reduce to 26% from 1 April 2011, with
subsequent 1% reductions per annum to reach 23% with effect from 1 April 2014.  The legislation to reduce the tax rate to 25% from
1 April 2012 was substantively enacted on 5 July 2011.  The deferred tax liability provided at 31 December 2011 has therefore been
recalculated at 25% on the basis that it will materially reverse after 1 April 2012. 
It has not yet been possible to quantify the full anticipated effect of the announced further 2% rate reduction to 23% by 1 April 2014,
although this will further reduce the Group’s future current tax charge and reduce the Group’s deferred tax liability accordingly. 53
8 Property, plant and equipment 
Mineral Plant,
reserves Land and equipment
and resources buildings and vehicles Total
£000 £000 £000 £000
Cost
Balance at 1 January 2010 - - - -
Acquisitions through business combinations (see note 27) 68,593 22,153 58,469 149,215
Additions 880 143 209 1,232
Disposals - - (57) (57)
Balance at 31 December 2010 69,473 22,296 58,621 150,390
Balance at 1 January 2011 69,473 22,296 58,621 150,390
Acquisitions through business combinations (see note 27) 5,080 5,395 2,236 12,711
Additions 557 426 6,110 7,093
Disposals -(1,978)(1,604) (3,582)
Balance at 31 December 2011 75,110 26,139 65,363 166,612
Depreciation 
Balance at 1 January 2010 - - - -
Depreciation charge for the year 550 160 2,864 3,574
Balance at 31 December 2010 550 160 2,864 3,574
Balance at 1 January 2011 550 160 2,864 3,574
Depreciation charge for the year 2,350 512 8,513 11,375
Disposals - -(321) (321)
Balance at 31 December 2011 2,900 672 11,056 14,628
Net book value
At 31 December 2010 68,923 22,136 55,757 146,816
At 31 December 2011 72,210 25,467 54,307 151,984
Leased plant and machinery
At 31 December 2011, the net carrying amount of leased plant and machinery was £22,228,000 (2010: £27,506,000). Depreciation
charged on these assets in the year was £3,590,000 (2010: £1,408,000). Details of finance lease obligations are set out in note 16.
Depreciation
Depreciation is recognised in the following line items in the Consolidated Income Statement:
2011 2010
£000 £000
Cost of sales 11,135 3,435
Administration expenses 240 139
11,375 3,574
Security
All mineral reserves and resources, and land and buildings are pledged as security for bank loans and borrowings with Barclays Bank
PLC as security agent for the Group’s lenders. 54
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS 2011
Notes to the financial statements
(continued)
9Intangible assets 
Goodwill Other Total
£000 £000 £000
Cost
At 1 January 2010 -- -
Acquisitions through business combinations (see note 27) 1,449 419 1,868
Balance at 31 December 2010 1,449 419 1,868
At 1 January 2011 1,449 419 1,868
Additions - 20 20
At 31 December 2011 1,449 439 1,888
Amortisation
At 1 January 2010 -- -
Amortisation for the year - 78 78
Balance at 31 December 2010 - 78 78
At 1 January 2011 - 78 78
Amortisation for the year - 162 162
At 31 December 2011 - 240 240
Net book value
At 31 December 2010 1,449 341 1,790
At 31 December 2011 1,449 199 1,648
Other intangible assets relate to acquisition intangibles, being the fair value of certain customer lists and contracts acquired as part of the
acquisitions detailed in note 27. These intangible assets are being amortised over the anticipated life of the underlying customer list or
contract as appropriate, with the amortisation charge being recognised in non-underlying administrative expenses in the Consolidated
Income Statement.
Impairment tests for cash-generating units containing goodwill
Goodwill arising on business combinations is not amortised but is reviewed for impairment on an annual basis, or more frequently if
there are indications that the goodwill may be impaired. Goodwill is allocated to groups of cash generating units according to the level at
which management monitor that goodwill. At 31 December 2011, the goodwill of £1,449,000 has been allocated entirely to Scotland. 
For impairment testing, the recoverable amount of goodwill attaching to cash generating units is determined using value in use
calculations. These calculations use cash flow projections based on actual operating results and budgeted forecasts for 2012
extrapolated forward for a 30 year period, reflecting the long term nature of the underlying assets, assuming a 2.5% inflationary growth
rate, based on management’s estimate for revenue and cost growth discounted at a pre-tax rate of 10.0% and a post-tax rate of 8.5%.
Directors estimate discount rates reflecting current market assessment of the time value of money and the risks specific to the cash
generating units. The directors have determined that there has been no impairment.
The Group has applied sensitivities to assess whether any reasonable possible changes in assumptions could cause an impairment that
would be material to these consolidated financial statements and no such impairments were identified. 55
10 Principal Group companies
The principal undertakings in which the Group’s interest at the year end was more than 20% were as follows:
Country of Percentage of Principal
incorporation ordinary shares held activity
Subsidiary undertakings
Ordinary shares held directly
Marwyn Materials Investments Limited Jersey 100% Holding company
Ordinary shares held indirectly
Breedon Aggregates England Limited England 100% Production and sale of aggregates
Breedon Aggregates Scotland Limited Scotland 100% Production and sale of aggregates
Breedon Group Services Limited England 100% Service company
Breedon Properties Limited England 100% Property holding company
Breedon Holdings Limited England 100% Service company
Alba Traffic Management Limited Scotland 75% Traffic management
Associated undertaking
Ordinary shares held indirectly
BEAR Scotland Limited Scotland 37.5% Road maintenance contracting
Disposal of non-controlling interests
On 12 April 2011, the Group sold a 15% stake in Alba Traffic Management Limited (“Alba”) to the management of that company for
£158,000, reducing the Group’s shareholding to 75%. The carrying amount of the net assets on the date of disposal was £334,000. As
such, the Group has recognised an increase in non-controlling interests of £50,000 and an increase in retained earnings of £108,000.
Additionally, immediately prior to disposal, a dividend was declared by Alba of which £60,000 was paid to the non-controlling interest.
11 Investment in associated undertaking
Shares
£000
Carrying value
At 1 January 2010 -
Acquisitions through business combinations (note 27) 1,655
Share of loss of associated undertaking (net of tax) (22)
Dividends received (563)
At 31 December 2010 1,070
At 1 January 2011 1,070
Share of profit of associated undertaking (net of tax) 659
Dividends received (937)
At 31 December 2011 792
Summary financial information on associated undertaking – 100%:
Assets Liabilities Equity Revenues* Net profit/
(loss)*
£000 £000 £000 £000 £000
2011
BEAR Scotland Limited 11,701 (9,589) 2,112 59,434 1,757
2010
BEAR Scotland Limited 17,263 (14,411) 2,852 15,437 (59)
  *Prior year results represent the period from 6 September 2010 to the year end. 56
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS 2011
Notes to the financial statements
(continued)
12 Deferred tax
1 January Acquisitions Recognised Recognised 31 December
2010 (note 27) in income in equity 2010
£000 £000 £000 £000 £000
Property, plant and equipment -(3,707) 410 -(3,297)
Intangible assets -(138) 38 -(100)
Financial instruments – derivative - - - (20) (20)
Working capital and provisions -3,101 (3) -3,098
Tax value of loss carry-forwards - 27 (9) - 18
-(717) 436 (20) (301)
1 January Acquisitions Recognised Recognised 31 December
2011 (note 27) in income in equity 2011
£000 £000 £000 £000 £000
Property, plant and equipment (3,297) (621) (1,257) - (5,175)
Intangible assets (100) - 55 - (45)
Financial instruments – derivative (20) - - 52 32
Working capital and provisions 3,098 -(650) - 2,448
Tax value of loss carry-forwards 18 1,663 - 1,681
(301) (621) (189) 52 (1,059)
There are no unrecognised deferred tax assets (2010: £nil)
13 Inventories
2011 2010
£000 £000
Raw materials and consumables 3,956 3,388
Finished goods and goods for resale 4,045 3,386
8,001 6,774
Inventories (being directly attributable costs of production) of £121,729,000 (2010: £22,747,000) were expensed in the year.
14 Trade and other receivables
2011 2010
£000 £000
Trade receivables 31,330 22,393
Trade receivables due from associated undertaking (note 24) 349 489
Other receivables and prepayments 2,868 2,952
Financial instruments:
Derivative 8 317
Option - 259
34,555 26,410
The derivative represents the fair value of interest rate caps. The option represented the fair value of an option to acquire the entire
share capital of Enneurope Holdings Limited which was exercised on 11 February 2011 (note 27).
15 Non-current assets held for resale
2011 2010
£000 £000
Assets held for resale - 400 57
15 Non-current assets held for resale (continued)
Assets held for resale, at 31 December 2010, represented the fair value of minerals, property, plant and equipment less associated
costs of sale of the Group’s site at De Lank in Cornwall, which was sold on 25 March 2011 for £365,000, before expenses.
On acquisition of Breedon Holdings Limited, assets held for resale also included £400,000 in respect of the Group’s site at Wentbridge,
Yorkshire. This site was sold on 13 October 2010 for £400,000, £50,000 being payable on completion and £350,000 being deferred, of
which £60,000 was received in 2011.
16 Interest-bearing loans and borrowings
This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings. Note 21 provides
more information about the Group’s exposure to interest rate risk.
2011 2010
£000 £000
Non-current liabilities
Secured bank loans 72,607 67,033
Finance lease liabilities 16,262 21,424
88,869 88,457
Current liabilities
Secured overdrafts 3,115 1,598
Current portion of finance lease liabilities 5,122 5,497
8,237 7,095
The bank loans and overdrafts carry a rate of interest of 3% above LIBOR and are secured on the freehold and leasehold properties and
other assets of the Company and its subsidiary undertakings and have a final repayment date of September 2015.
Finance lease liabilities
Finance lease liabilities are payable as follows:
2011 2010
Minimum Minimum
lease lease
payments Interest Principal payments Interest Principal
£000 £000 £000 £000 £000 £000
Less than one year 6,500 1,378 5,122 7,202 1,705 5,497
Between one and five years 19,126 3,344 15,782 22,783 3,132 19,651
More than five years 490 10 480 1,855 82 1,773
26,116 4,732 21,384 31,840 4,919 26,921
Finance leases are secured on the underlying asset and are for periods of up to 6 years.
Net debt
2011 2010
£000 £000
Net debt comprises the following items:
Cash and cash equivalents 921 3,294
Current borrowings (8,237) (7,095)
Non-current borrowings (88,869) (88,457)
(96,185) (92,258) 58
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS 2011
Notes to the financial statements
(continued)
17 Trade and other payables
2011 2010
£000 £000
Trade payables 18,172 10,443
Other payables and accrued expenses 10,249 13,164
Other taxation and social security costs 4,945 4,022
33,366 27,629
18 Provisions
Restoration Other Total
£000 £000 £000
At 1 January 2010 -- -
Amounts arising from business combinations (note 27) 3,901 2,346 6,247
Utilised during the year (42) (18) (60)
Unwinding of discount 49 - 49
At 31 December 2010 3,908 2,328 6,236
At 1 January 2011 3,908 2,328 6,236
Amounts arising from business combinations (note 27) 802 639 1,441
Utilised during the year (67) (399) (466)
Unwinding of discount 127 -127
At 31 December 2011 4,770 2,568 7,338
Included in provisions is £166,000 (2010: £160,000) in respect of current amounts and £7,172,000 (2010: £6,076,000) in respect of
non-current amounts.
Restoration provisions, which are all non-current, principally comprise provisions for the cost of restoring sites subject to extraction
where an obligation arises so as to comply with contractual, environmental, planning and other legislation. The obligation is calculated
on a site by site basis and is regularly reviewed to ensure it is adequate. The obligation has been discounted and will be settled through
to the end of the production lives of the related quarries which is not anticipated to result in a cash outflow within the next 12 months.
Other provisions comprise provisions for continued obligations for dilapidations, environmental and planning requirements and onerous
leases. These obligations will be settled within the normal operating cycle.
19 Capital and reserves
Stated capital
Number of ordinary shares
2011 2010
Issued ordinary shares at beginning of year 554,003,167 136,000,000
Issued in connection with:
Acquisition - 417,666,667
Employee bonus issue - 336,500
Exercise of warrants 7,002,287 -
561,005,454 554,003,167
The Company has no limit to the number of shares which may be issued. The ordinary shares have no par value. All issued shares are
fully paid. 59
19 Capital and reserves (continued)
The holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at meetings of the Company.
On 2 June 2011, the Company issued 7,002,287 ordinary shares of no par value at 12.0 pence per share in settlement of the exercise
of certain warrants issued in September 2010 as part of the reverse takeover of Breedon Holdings Limited.
On 9 November 2010, the Company issued 336,500 ordinary shares at a fair value of 15.25 pence per share in connection with a bonus
issue to all employees of the Group.
On 6 September 2010, the Company placed 416,666,667 ordinary shares at 12.0 pence per share raising a total of £50 million before
expenses in connection with the acquisition of Breedon Holdings Limited. Additionally, on the same date, a total of 1,000,000 ordinary
shares were issued at a fair value of 12.0 pence per share to Simon Vivian and Ian Peters as part of their deal bonus on completion of
the acquisition.
Cash flow hedging reserve
The hedging reserve comprises the effective portion of the cumulative net charge in the fair value of cash flow hedged instruments
related to hedged transactions which have not yet occurred.
Capital reserve
The capital reserve comprises the fair value of warrants to subscribe for 55,266,667 ordinary shares in the Company at 12.0 pence per
share, issued on 6 September 2010 as part of the consideration for the acquisition of Breedon Holdings Limited (note 27). These
warrants were valued at fair value at acquisition using a modified Black-Scholes model at a value of £2,369,000. They are exercisable at
any time until 2 September 2017. During 2011, warrants over 7,002,287 ordinary shares were exercised and, accordingly, £300,000
was transferred to stated capital.
20 Employee benefits
Pension plans
In the prior year and in the period to 5 April 2011, the Group contributed to a trust based defined contribution scheme, the Ennstone
Group Pension Scheme (the “Ennstone Scheme”). This Scheme was closed on 5 April 2011 and since that date the Group has
contributed to the Breedon Aggregates Group Personal Pension Plan (the “Breedon Scheme”) which is a contract based defined
contribution scheme.
The pension costs charged during the year were £181,000 (2010: £265,000) in respect of the Ennstone Scheme and £920,000 (2010:
£nil) in respect of the Breedon Scheme.
Contributions outstanding to the Breedon Scheme at 31 December 2011 amounting to £110,000 (2010: Ennstone Scheme £109,000)
are included in payables.
Share based payments
2011 2010
£000 £000
Equity settled deal bonus - 120
Equity settled bonus to all employees - 51
Management participation shares 14 10
Performance share plan shares 142 -
Share options 43 -
Employee share based payments (note 5) 199 181
Marwyn participation shares 14 10
Total share based payments 213 191
Equity settled bonuses
There were no equity settled bonuses in the year ended 31 December 2011. In the prior year, as set out in note 19, the Company
issued a total of 1,000,000 ordinary shares at 12.0 pence each to Simon Vivian and Ian Peters as part of their deal bonus on completion
of the acquisition of Breedon Holdings Limited. Additionally, the Company issued 336,500 ordinary shares at 15.25 pence per share in
connection with a bonus issue to all employees of the Group. There were no performance or vesting conditions associated with these
settlements and the market price on the date of issue is deemed to be their fair value. 60
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS 2011
Notes to the financial statements
(continued)
20 Employee benefits (continued)
Participation Shares
Under share based payment arrangements established by the Group to incentivise Directors, key employees and others providing
similar services, Participation Shares were issued in 2008, via the Company’s subsidiary, Marwyn Materials Investments Limited, to
Directors and key employees (“Management Participation Shares”) and Marwyn Management Partners LP , a related party (“Marwyn
Participation Shares”); together “the Participation Shares”.
On being offered, the Company may purchase the Participation Shares either for cash or for the issue of new ordinary shares at its
discretion. The Company’s intention is to settle these through the issue of new ordinary shares. The value of the Participation Shares is
discussed below. The Participation Shares may only be sold on this basis if both the Growth and Vesting Conditions have been
satisfied. If these conditions have not been satisfied the Participation Shares must be sold to the Company for a nominal amount.
Details of the Participation Shares issued during and outstanding at the year end are shown below. None of the Participation Shares
were forfeited, exercised or expired during the year.
Growth Condition
The Growth Condition is that the compound annual growth of the Company’s equity value must be at least 12.5% per annum. The
Growth Condition takes into account new shares issued, dividends and capital returned to Shareholders.
Vesting Condition
The Participation Shares are subject to a vesting period ending on 6 September 2013. If however, the Growth Condition is not met on 6
September 2013, it will be extended to 6 September 2015, or if earlier, when the Growth Condition is met. The vesting period will also
end on the sale or change of control of the Company.
Value
Subject to the provisions detailed above, the Management Participation Shares and Marwyn Participation Shares can each be sold to
the Company for an aggregate value equivalent to 10% of the increase in “Shareholder Value” in the Company. Shareholder Value is
broadly defined as the increase in market capitalisation of all ordinary shares of the Company issued up to the date of sale, allowing for
any dividends and other capital movements.
Management Participation Shares
Under a management incentive scheme, 10,000 Management Participation Shares have been created and Directors and key
employees have been allotted and purchased a number of those shares, as shown in the table below.
Management Participation Shares issued to employees:
Participation in Issue Price Number of Nominal Value
increase in Participation of Participation
Shareholder Shares Shares
Value
Peter Tom 4% £0.50 2,000 £1,000
Simon Vivian 4% £0.50 2,000 £1,000
Ian Peters 2% £0.50 1,000 £500
5,000 £2,500
Marwyn Participation Shares
The Group has entered into a performance participation agreement with Marwyn Management Partners LP (“Marwyn”) under which
Marwyn has agreed to assist the Company in meeting its business strategy. In exchange, the Group has issued Participation Shares to
Marwyn, a related party, as shown in the table below:
Participation in Issue Price Number of Nominal Value
increase in Participation of Participation
Shareholder Shares Shares
Value
Marwyn Management Partners LP 10% £0.10 10,000 £1,000 61
20 Employee benefits (continued)
Valuation of Participation Shares
When the Participation Shares were issued, the Company was an unlisted shell-company and had not entered into any transactions up
to that date other than the issue of 2 ordinary shares for £2. The fair value estimation placed on the Participation Shares took into
account the lack of trading history of the Company and the absence of any deals or transactions to date. The total amount paid for the
Participation Shares, being the nominal value of £3,500, was considered to be the best estimation of the fair value. On modification, in
2010, the fair value of the Participation Shares was calculated using a binomial valuation model both immediately prior to and
immediately after the modification. The increase in the fair value amounted to £93,000 which will be recognised over the period to 6
September 2013. In the current year, £28,000 (2010: £20,000) has been recognised as an expense in the Consolidated Income
Statement in respect of Participation Shares.
The binomial valuation model uses the following assumptions:
Date of modification April 2010
Share price at modification date 15 pence
Exercise price Nil
Hurdle rate 12.5%
Expected volatility 16.3%
Risk free rate 1.0%
Performance Share Plan
On 23 May 2011, the Group adopted the Breedon Aggregates Performance Share Plan (the “PSP”) as a means of attracting, rewarding,
motivating and retaining certain key senior employees. Under the PSP , awards may be granted as conditional shares or as nil paid (or
nominal) cost options. Awards will normally vest three years after grant subject to satisfaction of the Performance Condition. 
On 23 May 2011, the Group granted conditional awards over 6,979,451 shares under the PSP (the “Initial Award”). No PSP awards
were forfeited, exercised or expired during the year.
Performance Condition
The Performance Condition applicable to the Initial Award is that the average annual growth in the Company’s total shareholder return
over the Performance Period must be at least 12.5% per annum.
Performance Period
The Performance Period applicable to the Initial Award is the period starting on 6 September 2010 and ending on or after 6 September
2013 but no later than 6 September 2015.
Valuation of PSP awards
The fair value of PSP awards was calculated using a binominal valuation model which valued the awards at £730,635 which will be
recognised over the period to 6 September 2013. In the current year, £142,000 has been recognised as an expense in the Consolidated
Income Statement in respect of PSP awards.
The binominal valuation model uses the following assumptions:
Date of grant May 2011
Share price at date of grant 16.13 pence
Total shares under award 6,979,451
Expected volatility 40%
Risk-free rate 2.41%
Expected term 3.65 years 62
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS 2011
Notes to the financial statements
(continued)
20 Employee benefits (continued)
Sharesave Scheme
During the year, the Group adopted a saving related share option scheme open to all employees (the “Breedon Sharesave Scheme”).
The number and weighted average exercise prices of options granted under the Breedon Sharesave Scheme are as follows:
Weighted Number
average of options
exercise price
At 1 January 2010 and 1 January 2011 --
Granted during the year 15.7p 5,306,968
Lapsed during the year 15.7p (190,880)
At 31 December 2011 15.7p 5,116,088
Details of share options outstanding at 31 December were as follows:
Number Exercise Exercise 
2011 2010 Price period
Breedon Sharesave Scheme 2,430,107 -16.4p1 May 2014 to 31 October 2014
Breedon Sharesave Scheme 2,685,981 -15.0p1 May 2016 to 31 October 2016
5,116,088 -
The fair value of services received in return for share options granted is measured based on a modified Black-Scholes Valuation Model
using the following assumptions:
3 year options 5 year options
Fair value at measurement date 3.2p 5.3p
Share price at date of grant 17.5p 17.5p
Exercise price 16.4p 15.0p
Expected volatility 18.69% 18.69%
Option life 3 years 5 years
Expected dividend yield 0% 0%
Risk free interest rate 1.80% 1.80%
21 Financial instruments
The Group has exposure to the following risks from its use of financial instruments:
•Credit risk
•Liquidity risk
•Market risk
This note presents information about the Group’s exposure to each of the above risks and the Group’s objectives, policies and processes
for measuring and managing these risks.
The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits
and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect
changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures,
aims to develop a disciplined and constructive control environment in which all employees understand their role and obligations.
Treasury activities are managed on a Group basis under policies and procedures approved and monitored by the Board. These are
designed to reduce the financial risks faced by the Group which primarily relate to movements in interest rates. Where appropriate, the
Group uses financial instruments to manage these risks. No speculative use of derivatives, currency or other instruments is permitted. 63
21 Financial instruments (continued)
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual
obligations, and arises from cash and cash equivalents, derivative financial instruments and, principally, from the Group’s receivables
from customers.
Management has a credit policy in place and exposure to credit risk is monitored on an ongoing basis. The Group has credit insurance
covering the majority of its customers. At the reporting date, there were no significant concentrations of credit risk.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the
reporting date was:
Carrying amount
2011 2010
£000 £000
Receivables 34,547 25,834
Financial instruments:
Derivatives 8 317
Option - 259
Cash and cash equivalents 921 3,294
35,476 29,704
Credit risk associated with cash balances and derivative financial instruments is managed by transacting with financial institutions with
high quality credit ratings. Accordingly, the Group’s associated credit risk is limited.
The maximum exposure to credit risk for trade receivables at the reporting date by geographic region, being reportable segments, was:
Carrying amount
2011 2010
£000 £000
England 17,088 10,265
Scotland 14,242 12,128
31,330 22,393
Management consider that the credit quality of the various receivables is good in respect of the amounts outstanding. The Group has
no individually significant customers. The majority of the Group’s customers are end-user customers. The Group credit insurance
covers the majority of its UK trade receivables subject to an aggregate first loss. The Group has fully provided for all its doubful debt
exposure. The credit risk is therefore considered to be low.
The ageing of trade receivables at the reporting date was:
2011 2010
Gross Impairment Gross Impairment
£000 £000 £000 £000
Not past due 27,516 - 17,416 (157)
Past due 0-30 days 2,217 - 3,379 -
Past due 31-60 days 558 - 1,337 (225)
Past due more than 60 days 1,970 (931) 1,256 (613)
32,261 (931) 23,388 (995) 64
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS 2011
Notes to the financial statements
(continued)
21 Financial instruments (continued)
The movement in provisions for impairments of trade receivables are as follows:
2011 2010
£000 £000
At 1 January 995 -
Arising from business combinations - 1,264
Charged to the Consolidated Income Statement during the year 281 85
Utilised during the year (345) (354)
At 31 December 931 995
Liquidity risk
Liquidity risk is the risk that the Group does not have sufficient financial resources to meet its obligations as they fall due. The Group
manages liquidity risk by continuously monitoring forecasts and cash flows and negotiating appropriate facilities. The Group uses term
and revolving facilities and sufficient headroom is maintained above peak requirements to meet unforeseen events.
The following are the contractual maturities of financial liabilities, including estimated interest payments at current rates:
31 December 2011
Carrying Contractual Within One to More than
amount cash flows one year five years five years
£000 £000 £000 £000 £000
Non-derivative financial liabilities
UK secured bank loans 72,607 84,105 2,807 81,298 -
Finance lease liabilities 21,384 26,116 6,500 19,126 490
Other liabilities 28,421 28,421 28,421 - -
UK secured overdrafts 3,115 3,115 3,115 - -
125,527 141,757 40,843 100,424 490
31 December 2010
Carrying Contractual Within One to More than
amount cash flows one year five years five years
£000 £000 £000 £000 £000
Non-derivative financial liabilities
UK secured bank loans 67,033 78,840 2,430 76,410 -
Finance lease liabilities 26,921 31,840 7,202 22,783 1,855
Other liabilities 23,607 23,607 23,607 - -
UK secured overdrafts 1,598 1,598 1,598 - -
119,159 135,885 34,837 99,193 1,855
The capital element of the UK secured bank loans are repayable in September 2015.
Market risk
The Group’s activities expose it to the financial risk of changes in interest rates. The Group operations trade entirely in their functional
currency and accordingly, no translation exposures arise in trade receivables or trade payables. 65
21 Financial instruments (continued)
Interest rate risk
The Group currently borrows at floating and fixed interest rates. The Group uses an interest rate cap to manage its exposure to
changes in floating interest rates. This cap matures in March 2013 and caps interest rates (excluding margin) at 2.0% until 28
September 2012 and 2.5% until 31 March 2013. At 31 December 2011, the Group had an interest rate cap with a notional contract
amount of £64,500,000 (2010: £64,500,000).
The Group classifies interest rate caps as cash flow hedges and states them at fair value. The fair value of the cap at 31 December
2011 was an asset of £8,000 (2010: £317,000). This amount was recognised as a fair value derivative and the effective portion of the
fair value is recognised in the cash flow hedge reserve.
At the reporting date the interest rate profile of the Group’s interest-bearing financial instruments was:
Carrying amount
2011 2010
£000 £000
Fixed rate instruments
Financial liabilities (21,384) (26,921)
Variable rate instruments
Financial liabilities* (75,722) (68,631)
Financial assets 921 3,294
(96,185) (92,258)
*variable rate financial liabilities include £64,500,000 (2010: £64,500,000) of notional debt subject to an interest rate cap (see above)
Fair value sensitivity analysis for fixed rate instruments
The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss, and the Group does not
designate derivatives (interest rate caps) as hedging instruments under a fair value hedge accounting model. Therefore a change in
interest rates at the reporting date would not affect profit or loss.
Cash flow sensitivity analysis for variable rate instruments
An increase of 100 basis points in interest rates in respect of variable rate instruments at the reporting date would have decreased equity
and income and expenditure for a full year by £770,000 (2010: £626,000). A decrease of 100 basis points would have increased equity and
income and expenditure for a full year by £616,000 (2010: £415,000). These analyses assume that all other variables remain constant.
Fair values versus carrying amounts
Derivative financial instruments, which are held for trading, are carried at fair value, calculated using quoted market prices relevant for
the term, currency and instrument. The directors consider that the carrying amounts recorded in the financial information in respect of
other financial assets and liabilities, which are carried at amortised cost, approximates their fair values.
The following table analyses financial instruments carried at fair value by valuation method. The different levels have been defined as
follows:
● Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities
● Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either as a direct price
or indirectly derived from prices
● Level 3 – inputs for the asset or liability that are not based on observable market data 66
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS 2011
Notes to the financial statements
(continued)
21 Financial instruments (continued)
Fair values versus carrying amounts (continued)
2011
Level 1 Level 2 Level 3 Total
£000 £000 £000 £000
Derivative financial asset - 8 - 8
2010
Level 1 Level 2 Level 3 Total
£000 £000 £000 £000
Derivative financial asset - 317 259 576
The level 3 financial asset was in respect of the option to acquire the entire share capital of Enneurope Holdings Limited which was
acquired at nil value on the acquisition of Breedon Holdings Limited. It was valued at 31 December 2010 with the increase in value
being taken through non-underlying administrative expenses.
At 31 December 2011, the Group did not have any assets or liabilities classified at Level 1 in the fair value hierarchy (2010: £Nil). There
have been no transfers in any direction in the year.
Capital management
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain the
future development of the business. The Board closely monitors the shareholder base and earnings per share.
The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowing and the
advantages and security afforded by a sound capital position.
There are financial covenants associated with the Group’s borrowings which are minimum underlying EBITDA, interest cover and cash
flow cover. The Group complied with covenants at 31 December 2011 and 31 December 2010.
22 Operating leases
Total non-cancellable operating lease rentals are payable as follows:
2011 2010
Land and Other Land and Other
buildings buildings
£000 £000 £000 £000
Less than one year 873 317 877 88
Between one and five years 2,995 763 2,827 219
More than five years 6,103 - 8,475 -
9,971 1,080 12,179 307
The Group leases properties, vehicles and plant for operational purposes. Property leases vary in length up to a maximum of 25 years.
Vehicle leases typically run for a period of up to 7 years. 67
23 Capital commitments
During the year ended 31 December 2011, the Group entered into contracts to purchase property, plant and equipment for £225,000
(2010: £173,000). These commitments are expected to be settled in the following financial year.
24 Related parties
During the year, the Group supplied services and materials to, and purchased services and materials from, its associated undertaking
on an arm’s length basis. It had the following transactions with this related party during the year:
Revenue Purchases Receivables Payables
£000 £000 £000 £000
2011
BEAR Scotland Limited 8,201 54 349 -
2010
BEAR Scotland Limited 2,344 47 489 -
During the year, the Group also supplied services to, and purchased services from, its 75% owned subsidiary undertaking on an arm's
length basis. It had the following transactions with this related party during the year, which have been fully eliminated on consolidation:
Revenue Purchases Receivables Payables
£000 £000 £000 £000
2011
Alba Traffic Management Limited 1,056 461 163 95
2010
Alba Traffic Management Limited 1,097 754 82 47
Additionally, during the year the Group sold a 15% stake in Alba Traffic Management Limited to the management of that company as
detailed in note 10.
Parent and ultimate controlling party
The Company is listed on AIM and, as such, there is no controlling party.
Marwyn Investment Management LLP is the investment manager to Marwyn Value Investors LP which has a significant shareholding in
the Company. James Corsellis (a non-executive director until 22 July 2011) is a partner in Marwyn Investment Management LLP and a
director of various Marwyn Group companies. The following Marwyn companies are, therefore, deemed to be related parties of the Group:
Marwyn Partners Limited Marwyn Capital LLP
Marwyn Management Partners LP Marwyn Value Investors LP
Marwyn Partners Limited was paid £26,000 (2010: £60,000) (excluding VAT) in respect of office accommodation and Marwyn Capital
LLP was paid £105,000 (2010: £180,000) in respect of corporate finance and administrative services in the period to 31 July 2011. In
addition, in 2010, Marwyn Capital LLP was paid £800,000 in respect of corporate finance fees in respect of the acquisition of Breedon
Holdings Limited. Marwyn Capital LLP was also paid £10,417 (2010: £14,626) in respect of the services of James Corsellis as a non-
executive director. At the year end, Marwyn Partners Limited and Marwyn Capital LLP were owed an amount of £nil (2010: £12,751)
and £nil (2010: £36,834) respectively in respect of services supplied during the year.
At the year end, Marwyn Value Investors LP held 146,223,698 (2010: 146,223,698) ordinary shares in Breedon Aggregates Limited.
Marwyn Management Partners LP held Marwyn Participation Shares in the Group, details of which are disclosed in note 20.
Transactions with Directors and Directors’ shareholdings
Details of transactions with Directors and Directors’ shareholdings are given in the Directors’ Report and the Directors’ Remuneration
Report on pages 28 and 29 and 32 to 34 respectively. 68
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS 2011
Notes to the financial statements
(continued)
25 Earnings per share
The calculation of earnings per share is based on the profit for the year attributable to ordinary shareholders of £1,175,000 (2010: loss
£5,883,000) and on the weighted average number of ordinary shares in issue during the year of 557,935,958 (2010: 268,785,839).
The calculation of underlying earnings per share is based on the profit for the year attributable to ordinary shareholders, adjusted to add
back the non-underlying items, of £1,167,000 (2010: loss £1,571,000) and on the weighted average number of ordinary shares in issue
during the year as above.
Diluted earnings per ordinary share is based on 574,578,561 (2010: 272,242,248) shares and reflects the effect of all dilutive potential
ordinary shares.
26 Contingent liabilities
The Group has guaranteed the hire purchase liabilities in respect of vehicles operating under the Group’s owner driver scheme. The
maximum contingent liability in respect of these guarantees amounts to £149,000 (2010: £412,000).
The Group has guaranteed its share of the banking facilities of BEAR Scotland Limited, the Company’s associated undertaking. The
maximum liability at 31 December 2011 amounted to £1,800,000 (2010: £1,800,000).
The Group has also guaranteed the performance of BEAR Scotland’s contracts in respect of the maintenance of trunk roads in the
North East and South East of Scotland and in respect of the M80 Operating and Maintenance contract.
27 Acquisitions
Enneurope Holding Limited
On 11 February 2011, the Group acquired the entire issued share capital of Enneurope Holdings Limited. This transaction has been
accounted for as an asset acquisition. Since acquisition, this company has not traded and has had no effect on the trading results of the
Group but provided an immediate cash benefit. 
The fair value of the consideration paid and the consolidated net assets acquired, together with the goodwill arising in respect of this
acquisition, are as follows:
Book value Fair value Fair value
adjustments on acquisition
£000 £000 £000
Cash 1,027 - 1,027
Trade and other current payables (6) (123) (129)
Provisions - (639) (639)
Total 1,021 (762) 259
Consideration
Cash -
Fair value of option 259
Total 259
Goodwill arising -
The fair value adjustments comprise adjustments to reflect contractual liabilities and environmental and planning requirements. 69
27 Acquisitions (continued)
C&G Concrete 
On 22 July 2011, the Group acquired the trade and certain assets of C&G Concrete Limited. This transaction has been accounted for as
a business combination. 
Since acquisition, this business has contributed revenues of £7,182,000 and underlying EBITDA of £462,000 to the Group’s results. If
this acquisition had occurred on 1 January 2011, the results of the Group would have shown revenue of £176,580,000, underlying
EBITDA, before share of profit of associated undertaking, of £17,464,000 and underlying operating profit for the year of £5,452,000.
The fair value of the consideration paid and the net assets acquired, together with the goodwill arising in respect of this acquisition, are
as follows:
Book value Fair value Fair value
adjustments on acquisition
£000 £000 £000
Mineral reserves and resources 4,580 500 5,080
Land and building 3,772 1,623 5,395
Plant and equipment 2,025 211 2,236
Intangibles – other 20 - 20
Inventories 1,157 (409) 748
Trade and other current payables (140) (450) (590)
Other interest bearing loans –current liabilities (33) - (33)
Provisions:
Restoration - (802) (802)
Deferred tax liabilities - (621) (621)
Total 11,381 52 11,433
Consideration
Cash 10,797
Gain on bargain purchase (636)
The provisional fair value adjustments comprise adjustments to:
● revalue certain minerals, land and buildings, and plant and equipment to reflect fair value at the date of acquisition;
● inventories to reflect fair/net realisable value;
● trade and other current liabilities to reflect contractual liabilities;
● provisions to reflect restoration costs to comply with environmental, planning and other legislation;
● deferred tax balances.
The Group incurred acquisition related costs of £161,000 relating principally to external professional fees and due diligence costs which
have been included as non-underlying administrative expenses.
Cash flow effect
The cash flow effect of the above two acquisitions can be summarised as follows:
£000
Enneurope: Cash acquired 1,027
C&G Concrete: Cash consideration (10,797)
Net cash consideration shown in the Consolidated Statement of Cash Flows (9,770) 70
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS 2011
Notes to the financial statements
(continued)
27 Acquisitions (continued)
Prior year acquisitions
On 6 September 2010, the Group acquired the entire issued share capital of Breedon Holdings Limited. This transaction has been
accounted for as a business combination. 
All of the prior year underlying trading results of the Group are attributable to the above acquisition (with the exception of £978,000 of
administration expenses in respect of the Company); these results are set out in note 2, segmental analysis. If this acquisition had occurred
on 1 January 2010, the results of the Group for the year ended 31 December 2010 would have shown revenue of £143,831,000, underlying
EBITDA, before share of loss from associated undertaking, of £13,725,000 and underlying operating profit for the year of £1,441,000.
As required by IFRS 3 - Business Combinations, the provisional amounts recognised in respect of business combinations have been
revised during 2011 to reflect new information about fact and circumstances existing at the acquisition date. The adjustments made,
and their effect on goodwill arising, are summarised below:
£000 £000
Goodwill as previously stated 3,738
Adjustment to:
Mineral reserves and resources (2,092)
Land and buildings (1,517)
Plant and equipment 218
Trade and other receivables (112)
Trade and other current payables 743
Other provisions 562
Deferred tax liabilities 4,487
2,289
Reduction in goodwill recognised (2,289)
Revised goodwill 1,449
These adjustments have had no effect on the reported profit in either the current or prior years. 71
27 Acquisitions (continued)
Prior year acquisitions (continued)
The fair value of the consideration paid and the revised consolidated net assets acquired, together with the goodwill arising in respect
of this acquisition, is as follows:
Book value Fair value Fair value
adjustments on acquisition
£000 £000 £000
Mineral reserves and resources 82,882 (14,289) 68,593
Land and building 23,915 (1,762) 22,153
Plant and equipment 63,601 (5,132) 58,469
Intangibles – other - 419 419
Investment in associates 1,598 57 1,655
Inventories 7,644 333 7,977
Trade and other receivables 29,573 111 29,684
Non-current asset for resale - 800 800
Cash and bank overdrafts (9,160) - (9,160)
Trade and other current payables (29,312) 316 (28,996)
Other interest bearing loans – current liabilities (5,686) - (5,686)
Other interest bearing loans – non-current liabilities (135,507) (183) (135,690)
Provisions:
Restoration (3,978) 77 (3,901)
Other (2,381) 35 (2,346)
Deferred tax liabilities (3,000) 2,283 (717)
Non-controlling interests (84) - (84)
Total 20,105 (16,935) 3,170
Consideration:
Cash 2,250
Fair value of warrants issued (note 19) 2,369
4,619
Goodwill 1,449
Cash flow effect:
£000
Cash consideration (2,250)
Net cash and bank overdrafts acquired (9,160)
Net cash consideration shown in the Consolidated Statement of Cash Flows (11,410)
The fair value adjustments comprise adjustments to:
•revalue certain minerals and land and buildings to reflect fair value at the date of acquisition, based on a valuation by the Directors,
taking into account an external third party valuation performed by Gerald Eve LLP , Chartered Surveyors, as at 9 March 2009;
•impair certain minerals, land and buildings and plant and machinery to reflect its fair value at the date of acquisition;
•reflect the fair value of intangibles acquired, all of which have a finite life;
•reflect the fair value of the investment in associates;
• inventories to reflect fair value/net realisable value;
•trade and other receivables to reflect recoverable amounts;
•recognise assets held for resale at the date of acquisition;
•trade and other current liabilities to reflect contractual liabilities;
•provisions to reflect restoration costs to comply with environmental, planning and other legislation and to make provision for lease
costs in respect of sites no longer being utilised;
•deferred tax balances.
The goodwill arising represents the geographic location of the assets acquired and the skills of the existing workforce. 72
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS 2011
Notes to the financial statements
(continued)
27 Acquisitions (continued)
Prior year acquisitions (continued)
The Group incurred acquisition related costs of £3,794,000 principally relating to external professional fees and due diligence costs
which have been included as non-underlying administrative expenses.
At acquisition, Breedon Holdings Limited was party to a put and call option with Enneurope Holdings Limited. The Directors consider
that the fair value of this option at 6 September 2010 was £nil as, under the terms of the option agreement, neither the put nor the call
was exercisable.
28 Accounting estimates and judgements
The preparation of financial information requires management to make judgements, estimates and assumptions that affect the application
of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
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 and in any future periods affected.
In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that
have the most significant effect on the amounts recognised in the financial information are described below:
Impairment of goodwill
The determination of whether goodwill and other indefinite life intangible assets should be impaired requires the estimation of future
cash flows and growth factors adopted by each cash generating unit. Furthermore, discount rates applied to these cash flows
determined by reference to the markets in which they operate and are risk adjusted to reflect risks and opportunities existing for each
cash generating unit. These factors are all affected by prevailing market and economic factors outside the Group’s control. Further
information is included in note 9.
Mineral reserves and resources
A number of key assumptions have been made in determining the annual depletion charge. These assumptions include the amount of
consented and unconsented reserves available for extraction; the estimated residual value; extraction rates; and the gaining of
additional planning consents.
Fair values of assets on business combinations
In determining the fair valuation of assets acquired under business combinations, including the valuation of other intangibles, a number
of estimates are made. These include the market value of minerals, property, plant and equipment, associated liabilities for contractual
restoration provisions and the valuation of intangible assets, including customer lists and contracts. The reasons for any residual excess
of consideration over the net asset value, being goodwill arising, are then identified.
Restoration provisions
Estimated restoration costs have been derived on the basis of the most recent assessments of the likely cost. Certain factors
concerning these costs are outside the Group’s control. In making this assessment, the Group has sought the aid of independent
experts where appropriate.
Property provisions
Estimated onerous lease, environmental and dilapidation costs have been derived on the basis of the most recent assessments of the
likely cost. Certain factors concerning these costs are outside the Group’s control. In making this assessment the Group has sought the
aid of independent experts where appropriate. Further information is included in note 18.
Share based payments
In valuing the share based payments charged in the Group’s financial statements, the Company has used a binomial model, which
makes various assumptions about factors outside the Group’s control, such as share price volatility and risk free interest rates. Details
of the options and assumptions used in deriving the share based payments are disclosed in note 20.
Deferred taxation
Deferred taxation has been estimated using the best information available, including seeking the opinion of independent experts where
applicable (note 12). 73
29 Subsequent events
On 16 January 2012, the Group acquired the entire issued share capital of Nottingham Ready Mix Limited for a consideration of
£867,000.  This transaction will be accounted for as a business combination. The provisional fair value of the net assets acquired can
be summarised as follows:
Fair value
on acquisition
£000
Property, plant and equipment 344
Current assets 495
Current liabilities (658)
Total 181
Consideration 867
Goodwill 686 74
2011
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS
NOTICE OF ANNUAL GENERAL MEETING 
NOTICE is hereby given pursuant to the articles of association of Breedon Aggregates Limited (the “Company”) that the
Annual General Meeting of the Company will take place in the Victor Hugo Suite, St Pierre Park Hotel, Rohais, St. Peter
Port, Guernsey GY1 1FD on Friday, 20 April 2012 at 2.00pm, or at any adjournment thereof, for the purpose of
considering and, if thought fit, passing the following resolutions, of which Resolutions 1 to 6 (inclusive) will be proposed
as Ordinary Resolutions and Resolutions 7 to 10 (inclusive) will be proposed as Special Resolutions:- 
ORDINARY BUSINESS
Ordinary Resolutions
1. THAT the financial statements of the Company for the year ended 31 December 2011, together with the reports of
the Directors and Auditor thereon be received and adopted.
2. THAT KPMG Channel Islands Limited, who have indicated their willingness to continue in office be and are hereby
re-appointed as the Auditor of the Company from the conclusion of this meeting until the conclusion of the next
general meeting at which financial statements are laid before the Company.
3. THAT the Directors of the Company be and are hereby authorised to determine the fee payable to the Auditor in
respect of the year ending 31 December 2012.
4. THAT Simon Vivian be re-appointed as a director of the Company.
5. THAT David Warr be re-appointed as a director of the Company.
SPECIAL BUSINESS
Ordinary Resolution
6. THAT, in substitution for the subsisting authorities granted by Resolution 1(a)(v) passed by the shareholders of
the Company on 1 September 2010 to the extent unused (for the avoidance of doubt, the remaining
authorities granted by said Resolution 1(a) will remain in full force and effect), the Directors be and they are
hereby generally and unconditionally authorised in accordance with Article 6.2 of the Company’s articles of
association (the “Articles”) to exercise all the powers of the Company to allot relevant securities (as defined in
Article 6.2 of the Articles) in the Company, including, but not limited to, ordinary shares in the Company, and to
grant rights to subscribe for, or to convert any security into, ordinary shares in the Company up to a maximum
of 105,000,000 ordinary shares. The authority conferred on the Directors under this Resolution 6 shall expire at
the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution save
that the Company may before such expiry make an offer or agreement which would or might require ordinary
shares to be allotted or rights to subscribe for, or to convert any security into, ordinary shares to be granted
after such expiry and the Directors may allot ordinary shares or grant rights to subscribe for, or to convert any
security into, ordinary shares (as the case may be) in pursuance of such an offer or agreement as if the
authority conferred hereby had not expired.
Special Resolutions
7. THAT, in substitution for all subsisting authorities granted by Resolution 1(c)(iv) passed by the shareholders of
the Company on 1 September 2010 to the extent unused (for the avoidance of doubt, the remaining authorities
granted by said Resolution 1(c) will remain in full force and effect), the Directors be and they are hereby
empowered pursuant to Article 6.7 of the Articles to allot equity securities (within the meaning of Article 6.6 of
the Articles) for cash or otherwise pursuant to the authority conferred by Resolution 6 above, as if Article 6.3
did not apply to any such allotment, provided that this power shall be limited to the allotment of equity
securities consisting of, or the right to subscribe for, or convert any security into shares in the Company, up to a
maximum of 91,390,475 ordinary shares in the Company. The authority conferred on the Directors under this
Resolution 7 shall expire at the conclusion of the next Annual General Meeting of the Company after the
passing of this Resolution save that the Company may before such expiry make an offer or agreement which
would or might require ordinary shares to be allotted or rights to subscribe for, or to convert any security into,
ordinary shares to be granted after such expiry and the Directors may allot ordinary shares or grant rights to
subscribe for, or to convert any security into, ordinary shares (as the case may be) in pursuance of such an offer
or agreement as if the authority conferred hereby had not expired. 75
8. THAT the Company be and is hereby generally and unconditionally authorised to make one or more market purchases
of ordinary shares in the capital of the Company pursuant to Article 57 of the Companies (Jersey) Law 1991 as
amended (the “Law”) provided that:
(a) the maximum aggregate number of ordinary shares hereby authorised to be purchased is 28,050,272 (being 5%
of the share capital of the Company in issue as at 16 March 2012);
(b) the minimum price (exclusive of expenses) which may be paid for each ordinary share is 1.0 pence;
(c) the maximum price (exclusive of expenses) which may be paid for each ordinary share is an amount equal to
105% of the average middle market quotation of an ordinary share taken from the AIM Appendix to the London
Stock Exchange Daily Official List for the five business days immediately preceding the date on which any
ordinary share is contracted to be purchased by the Company;
(d) the Directors of the Company can, prior to each such purchase, make the solvency statement required by the
Law and fulfil all other requirements of the Law in relation to purchases of a company’s own shares;
(e) this authority will expire at the conclusion of the next Annual General Meeting of the Company held after the
date on which this Resolution is passed or, if earlier, 18 months after that date;
(f) this authority shall only be capable of variation, revocation or renewal by Special Resolution of the Company; and
(g) the Company may make a contract or contracts to purchase ordinary shares under this authority before this
authority expires which will or may be executed and completed wholly or partly after its or their expiration and may
make a purchase of ordinary shares in pursuance of any such contract or contracts after its or their expiration.
9. THAT, subject to Resolution 10 being passed, the Company be authorised, subject to and in accordance with the
provisions of its articles of association, to send or supply all documents, notices and information to members by
electronic means including, for the avoidance of doubt, by means of a website and in all electronic forms.
10. THAT the Company’s articles of association be amended by deletion of the existing article 165.5 and the insertion of new
articles 165.5 to 165.22 immediately following the existing article 165.4, as set out in the Appendix to this Notice of
Annual General Meeting.
By order of the Board
Breedon Aggregates Limited
16 March 2012 76
2011
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS
Notes
1. Under Jersey law a special resolution requires a two thirds rather than three quarters majority of those voting at the Meeting in person or by
proxy to vote in favour of the resolution.
2. Every member who is present in person shall on a show of hands have one vote and every member present in person or by proxy shall on a
poll have one vote for each share of which he is the holder. 
3. A Form of Proxy is enclosed. To be valid, this Form and the power of attorney or other authority (if any) under which it is signed, or a notarially
certified copy of such power or authority must reach the Registrar at Capita Registrars, PXS, 34 Beckenham Road, Beckenham, BR3 4TU not
less than forty-eight hours before the time appointed for holding the Annual General Meeting or adjournment or the taking of a poll at which
the person named in the Proxy Form proposes to vote.
4. A member entitled to attend and vote at the meeting convened by this notice is also entitled to appoint one or more proxies. If a proxy other
than the Chairman is desired, strike out “the Chairman of the AGM or” and insert the name or names preferred and initial the alteration. A
proxy need not be a member of the Company but must attend the meeting in person.
5. If a member wishes his proxy to speak on his behalf at the meeting, he or she will need to appoint his own choice of proxy (which is not the
Chairman) and give instructions directly to the proxy. The completion and return of a form of proxy will enable you to vote at the meeting
without having to be present at the meeting, but will not preclude you from attending the meeting and voting in person if you should
subsequently decide to do so. 
6. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. A member may
not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may photocopy the form
of proxy. Please indicate the proxy holder’s name and the number of shares in relation to which they are authorised to act as your proxy
(which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple
instructions being given. All forms must be signed and should be returned together in the same envelope. If you wish to appoint the
Chairman as one of your multiple proxies, leave the words “Chairman of the AGM” on the relevant proxy card. 
7. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures
set out in the CREST manual. CREST personal members or other CREST sponsored members, and those CREST members who have
appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the
appropriate action on their behalf.
8. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy
Instruction”) must be properly (under CREST participant ID RA10) authenticated in accordance with CRESTCo’s specifications and must
contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes
the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted
so as to be received by the issuer’s agent by the latest time(s) for receipt of proxy appointments by 2.00 pm on 18 April 2011. For this purpose,
the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from
which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change
of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
9. CREST members and, where applicable, their CREST sponsors or voting service providers should note that CRESTCo does not make
available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to
the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST
personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service
provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any
particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in
particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. 
10. In the case of a corporation, the form of proxy must be executed under its common seal or signed on its behalf by an officer or attorney duly
authorised. In the case of an individual, the form of proxy must be signed by the individual or his or her attorney duly authorised. 
11. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy will be accepted to the exclusion of the
votes of any other joint holders and for this purpose seniority will be determined by the order in which the names are recorded in the
Register of Members. 
12. The Directors of the Company will interpret any ambiguous proxy appointments. The Chairman of the meeting will, in his capacity as proxy,
interpret any voting instructions he receives. Their respective determinations shall be final.
13. Any alterations made to the Form of Proxy must be initialled by the person who signs it. 
14. The Company, pursuant to Article 40 of the Companies Uncertificated Securities (Jersey) Order 1999, specifies that only those members
registered in the register of members of the Company 48 hours before the time of the Meeting (being the register of members as at 2.00pm
on 18 April 2012 or, in the event that the Meeting is adjourned, in the register of members 48 hours before the time of any adjourned
meeting(s), shall be entitled to attend or vote at the Meeting or any adjournment thereof in respect of the number of shares registered in
their name at that time. Changes to the register of members after these times will be disregarded in determining the rights of any person to
attend or vote at the Meeting or any adjournment thereof.
NOTICE OF ANNUAL GENERAL MEETING 
(continued) 77
APPENDIX TO THE
NOTICE OF ANNUAL GENERAL MEETING
Subject to the passing of Resolution 10 as set out in the attached Notice of Annual General Meeting, the following shall
be inserted into the Articles of Association of Breedon Aggregates Limited in substitution for the existing Article 165.5:
“165.5 The Board may from time to time issue, endorse or adopt terms and conditions relating to the use of
electronic means for the sending of notices, other documents and proxy appointments by the Company to
members or persons entitled by transmission and by members or persons entitled by transmission to the
Company. 
165.6 A document or information may be sent or supplied by the Company to the person or persons entitled by
transmission to a share by sending it in any manner the Company may choose authorised by these Articles for
the sending of a document or information to a member, addressed to them by name, or by the title of
representative of the deceased, or trustee of the bankrupt or by any similar description at the address (if any)
as may be supplied for that purpose by or on behalf of the person or persons claiming to be so entitled. Until
such an address has been supplied, a document or information may be sent in any manner in which it might
have been sent if the death or bankruptcy or other event giving rise to the transmission had not occurred. 
165.7 Every person who becomes entitled to a share shall be bound by any notice in respect of that share which,
before his name is entered in the register, has been sent to a person from whom he derives his title, provided
that no person who becomes entitled by transmission to a share shall be bound by any notice sent under these
Articles to a person from whom he derives his title. 
165.8 Proof that a document or information was properly addressed, prepaid and posted shall be conclusive
evidence that the document or information was sent. Proof that a document or information sent or supplied by
electronic means was properly addressed shall be conclusive evidence that the document or information was
sent or supplied. A document or information sent by the Company to a member by post shall be deemed to
have been received:
(a) if sent by first class post or special delivery post or equivalent from an address in one country to another
address in the same country, on the day following that on which the document or information was posted; 
(b) if delivered personally to a member’s registered postal address, on the day on which the document or
information was delivered;
(c) if sent by second class mail, on the second day following that on which the document or information was
posted;
(d) if sent by airmail from an address in a country to an address outside that country, on the second day
following that on which the document or information was posted;
(e) if sent by the Company’s internal post system, on the day following that on which the document or
information was posted;
(f) if sent by some other method agreed between the Company and the member, when the agreed
arrangements have been completed; and
(g) in any other case, on the second day following that on which the document or information was posted.
165.9 A document or information sent or supplied by the Company to a member in electronic form shall be deemed
to have been received by the member at the time it is sent. Such a document or information shall be deemed
received by the member at that time notwithstanding that the Company becomes aware that the member has
failed to receive the relevant document or information for any reason and notwithstanding that the Company
subsequently sends a hard copy of such document or information by post to the member.
165.10 A document or information sent or supplied by the Company to a member by means of a website shall be
deemed to have been received by the member:
(a) when the document or information was first made available on the website; or
(b) if later, when the member is deemed by Article 165.8 or 165.9 to have received notice of the fact that the
document or information was available on the website. Such a document or information shall be deemed
received by the member on that day notwithstanding that the Company becomes aware that the member has
failed to receive the relevant document or information for any reason and notwithstanding that the Company
subsequently sends a hard copy of such document or information by post to the member. 78
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BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS
165.11 Subject to the Law, if at any time the Company is unable effectively to convene a general meeting by notices
sent through the post as a result of the suspension or curtailment of postal services, notice of general meeting
may be sufficiently given by local advertisement. Any notice given by advertisement for the purpose of this
Article shall be advertised in at least one newspaper having a national circulation. If advertised in more than one
newspaper, the advertisements shall appear on the same date. Such notice shall be deemed to have been sent
to all persons who are entitled to have notice of meetings sent to them on the day when the advertisement
appears. In any such case, the Company shall send confirmatory copies of the notice by post, if at least seven
days before the meeting the posting of notices again becomes practicable.
165.12 A notice, document or other information may be served, sent or supplied by the Company in electronic form to
a member who has agreed or who has previously agreed with the Company or any member of the Company’s
group, at a time that member was a holder of shares in the Company or the relevant member of the
Company’s group (generally or specifically) that notices, documents or information can be sent or supplied to
them in that form and has not revoked such agreement.
165.13 Where the notice, document or other information is served, sent or supplied by electronic means, it may only
be served, sent or supplied to an address specified for that purpose by the intended recipient (generally or
specifically). Where the notice, document or other information is sent or supplied in electronic form by hand or
by post, it must be handed to the recipient or sent or supplied to an address to which it could be validly sent if
it were in hard copy form.
165.14 A notice, document or other information may be served, sent or supplied by the Company to a member who
has agreed (generally or specifically) or who has previously agreed with the Company or any member of the
Company’s group, at a time that member was a holder of shares in the Company or the relevant member of
the Company’s group, by being made available on a website, or pursuant to Article 165.15 below is deemed to
have agreed, that notice, document or information can be sent or supplied to the member in that form and has
not revoked such agreement.
165.15 If a member has been asked individually by the Company (or previously by any member of the Company’s group as
applicable) to agree that the Company may serve, send or supply notices, documents or other information
generally, or specific notices, documents or other information to them by means of a website and the Company
does not (or, as applicable, any member of the Company’s group did not) receive a response within a period of 28
days beginning with the date on which the Company’s (or any member of the Company’s group) request was sent
(or such longer period as the directors may specify (or, as the case may be, the directors of any member of the
Company’s group may have specified)), such member will be deemed to have agreed to receive such notice,
documents or other information by means of a website in accordance with Article 165.14 (save in respect of any
notices, documents or information that are required to be sent in hard copy form pursuant to the Law). A member
can revoke any such deemed election in accordance with Article 165.19.
165.16 A notice, document or other information served, sent or supplied by means of a website must be made
available in a form, and by a means, that the Company reasonably considers will enable the recipient: (i) to read
it, and (ii) to retain a copy of it. For this purpose, a notice, document or other information can be read only if: (i)
it can be read with the naked eye; or (ii) to the extent that it consists of images (for example photographs,
pictures, maps, plans or drawings), it can be seen with the naked eye.
165.17 If a notice, document or other information is served, sent or supplied by means of a website, the Company
must notify the intended recipient of: (i) the presence of the notice, document or other information on the
website; (ii) the address of the website; (iii) place on the website where it may be accessed; and (iv) how to
access the notice, document or information. The document or information is taken to be sent on the date on
which the notification required by this Article 165.17 is sent or if later, the date on which the document or
information first appeared on the website after that notification is sent.
APPENDIX TO THE
NOTICE OF ANNUAL GENERAL MEETING
(continued) 79
165.18 Any notice, document or other information made available on a website will be maintained on the website for
the period of at least 28 days beginning with the date on which notification is received or deemed received
under Article 165.10 above, or such shorter period as may be required by law or any regulation or rule to which
the Company is subject. A failure to make a notice, document or other information available on a website
throughout the period mentioned in this Article 165.18 shall be disregarded if: (i) it is made available on the
website for part of that period; and (ii) the failure to make it available throughout that period is wholly
attributable to circumstances that it would not be reasonable for the Company to prevent or avoid.
165.19 Any amendment or revocation of a notification given to the Company or agreement (or deemed agreement)
under Articles 165.12 to 165.18 shall only take effect if in writing, signed (or authenticated by electronic
means) by the member and on actual receipt by the Company thereof.
169.20 Communications sent to the Company by electronic means shall not be treated as received by the Company if
it is rejected by computer virus protection arrangements.
165.21 Where these Articles require or permit a notice or other document to be authenticated by a person by
electronic means, to be valid it must incorporate the electronic signature or personal identification details of
that person, in such form as the directors may approve, or be accompanied by such other evidence as the
directors may require to satisfy themselves that the document is genuine.
165.22 Where a member of the Company has received a document or information from the Company otherwise than
in hard copy form, he is entitled to require the Company to send to him a version of the document or
information in hard copy form within 21 days of the Company receiving the request.” 80
2011
BREEDON AGGREGATES
ANNUAL REPORT AND ACCOUNTS
ADVISORS & COMPANY INFORMATION
SHAREHOLDER INFORMATION
REGISTRAR AND TRANSFER OFFICE
The Company’s Registrar is Capita Registars (Jersey) Limited. The address of the Company’s Registrar, to which all
enquires concerning shareholdings should be addressed, is Capita Registrars, The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU. Shareholder enquiries can also be made to 0871 664 0300. Calls cost 10p per minute plus
network extras. Lines are open 8.30am to 5.30pm, Mondays to Fridays. Enquiries from outside the UK should be made
to +44 208 639 3399. 
Email: shareholderservices@capitaregistrars.com
Website: www.capitaregistrars.com
CONTACT
If you require information regarding Breedon Aggregates, please contact:
Breedon Aggregates
Breedon Quarry
Breedon-on-the-Hill
Derby DE73 8AP
Tel: 01332 694010
Fax: 01332 694445
E-mail: info@breedonaggregates.com
Website: www.breedonaggregates.com
Company Secretary
JTC Management Limited
Elizabeth House
9 Castle Street
St Helier
Jersey
JE2 3RT
Registered Office
Elizabeth House
9 Castle Street
St Helier
Jersey
JE2 3RT
Registered in Jersey
Company number 98465
Independent Auditor
KPMG Channel Islands Limited 
PO Box 453
St Helier
Jersey
JE4 8WQ
Nominated Adviser
Cenkos Securities plc
6.7.8 Tokenhouse Yard
London 
EC2R 7AS
Legal Adviser
Carey Olsen
47 Esplanade
St Helier
Jersey 
JE1 0BD 81
Our quarry at Cloud Hill near East Midlands Airport is a fully-integrated site,
producing crushed rock, asphalt, ready-mixed concrete and agricultural lime.
There is believed to have been a quarry at Cloud Hill since the 19th century and
it sits at the heart of our English operations.
There is still a fine view from Cloud Hill of one of the county’s most striking
landmarks – Breedon Priory Church, perched on the ridgeline above
neighbouring Breedon quarry, where our special aggregates are produced and
our head office is located. Quality and Service. Delivered.
Breedon Aggregates Limited
Elizabeth House, 9 Castle Street, St Helier, Jersey JE2 3RT
Email: info@breedonaggregates.com
Website: www.breedonaggregates.com