Essential Products
Scarce Resources
Annual Report and Accounts 2010
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
BREEDON AGGREGATES Annual Report and Accounts 2010 Essential Products Scarce Resources Highlights of the year 1
The Breedon Aggregates Product Chain 2-3
Our Areas of Operation 4-5
Chairman’s Statement 6-7
Chief Executive’s Review 8-11
Financial Review 12-15
Directors 16-17
Directors’ Report 18-21
Corporate Governance 22-24
Directors’ Remuneration Report 25-28
Statement of Directors’ Responsibilities 29
Independent Auditor’s Report to the Members 30-31
Consolidated Income Statement 32
Consolidated Statement of Comprehensive Income 33
Consolidated Statement of Financial Position 34
Consolidated Statement of Changes in Equity 35
Consolidated Statement of Cash Flows 36
Notes to the Financial Statements 37-61
Notice of Annual General Meeting 62-64
Appendix to the Notice of Annual General Meeting 65-67
Shareholder Information 68
CONTENTS
Breedon Aggregates is the UK’s largest independent aggregates
business after the five global majors. We operate 23 quarries, 
18 asphalt plants and 27 ready-mixed concrete plants in England
and Scotland.
Breedon Aggregates was created in September 2010 following
the reverse takeover of Breedon Holdings Limited, which had
acquired certain assets from the former Ennstone plc, by
specialist building materials company Marwyn Materials Limited.
We have around 180 million tonnes of mineral reserves and
resources in the UK, providing an estimated life of approximately
50 years at current output levels. (Mineral reserves are defined as
reserves which are owned, controlled and planned, whereas resources
are controlled by the Group but are subject to planning consent).
Breedon Aggregates’ strategy is to grow through consolidation of
the UK heavyside building materials sector. We are listed on the
Alternative Investment Market of the London Stock Exchange.
Breedon Aggregates   Annual Report and Accounts 2010 Breedon Aggregates   Annual Report and Accounts 2010 Highlights of the year
BREEDON AGGREGATES
Operational highlights
� Management team strengthened with several senior appointments
� Good progress made in repositioning group and tackling
underperformance of English business
� Increased emphasis on safety and accident reduction
� Breedon “GoodQuarry” initiative planned for 2011 to raise operational
standards
� Procurement and credit terms improved, reducing working capital
� Major new supply and surfacing contracts secured in England 
and Scotland
�“Best of Breedon” award scheme launched to encourage innovation 
and business improvement initiatives
* Unaudited pro forma based on 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 and changes in the fair
value of financial instruments. References to an underlying profit measure throughout this Annual
Report are defined on this basis.
Financial highlights
Revenue (actual) £42.7 million
Underlying EBITDA (actual)
†
£3.3 million
Underlying operating loss (actual)
†
£(0.3) million
Retained loss (actual) £(5.9) million
Total non-current assets £155.4 million
Revenue (pro forma)* £143.8 million +6.2%
Underlying EBITDA (pro forma)*
†
£13.7 million -17.0%
3.6 million tonnes of aggregates sold*
1.2 million tonnes of asphalt sold*
270 thousand cubic metres of ready-mixed concrete sold*
Breedon Aggregates   Annual Report and Accounts 2010 1 Breedon Aggregates   Annual Report and Accounts 2010 2
The Breedon Aggregates Product Chain
BREEDON AGGREGATES
The key to our business is the acquisition of
permitted aggregates reserves.  New consents are
granted sparingly and with stringent conditions.
Breedon Aggregates has successfully accumulated
more than 180 million tonnes of mineral reserves
and resources in the UK – enough to last around 50
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 both for external
sale and internal use.
Some of our aggregates are mixed with bought in
bitumen to produce a variety of speciality
surfacing products at our 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.
We process stone from our quarries into quality aggregates, ready-mixed concrete and a
comprehensive range of asphalt products. Our operations comprise two fully integrated,
autonomous businesses, in England and Scotland, each with its own management team. Breedon Aggregates   Annual Report and Accounts 2010 3
Some of our aggregates are mixed with bought in
cement and other additives to produce ready-
mixed concrete for sale to commercial, industrial,
infrastructure and housing developers.
We also supply an exclusive range of decorative
aggregates, sold loose or bagged, which is used 
in a wide range 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 tourist attractions and stately homes.
Our fleet of nearly 200 specialist vehicles deliver
the full range of our products to customers
around the UK.
Through our associate company, BEAR Scotland
Limited, we maintain and manage much of the
trunk road infrastructure in Scotland.
We also own a majority interest in Alba Traffic
Management Limited, a leading provider of traffic
management solutions throughout Scotland. Breedon Aggregates   Annual Report and Accounts 2010 4
Our Areas of Operation
BREEDON AGGREGATES
Breedon Aggregates England
Our English operations are headquartered at
Breedon on the Hill, near East Midlands Airport,
and employ approximately 300 people across the
country.  We operate 6 quarries, 7 asphalt plants
and 5 ready-mixed concrete plants, supplying
primarily the West Midlands into mid-Wales, the
East Midlands and East Anglia. Our English
contracting services business serves an area
from the east coast to mid-Wales and from the
M62 to the South Midlands. Breedon Aggregates
England is headed by chief executive Tim Hall.
Breedon Aggregates Scotland
Our Scottish operations are headquartered at
Ethiebeaton, near Dundee, and employ
approximately 400 people across the country.
We operate 17 quarries, 11 asphalt plants and 22
ready-mixed concrete plants, together with a
substantial contracting services business,
supplying primarily the north, west and east of
Scotland. We also own 37.5% of the leading road
maintenance and management company BEAR
Scotland Limited and a majority shareholding in
specialist traffic management company, Alba
Traffic Management Limited. Breedon
Aggregates Scotland is headed by chief
executive Alan Mackenzie.
Pro forma revenue generated
England 47.8%
Scotland 52.2%
We have two fully integrated, autonomous businesses, in England and Scotland, each with its
own management team. Leicester
Northampton
Nottingham
Lincoln
Cambridge
Norwich
Ipswich
Oxford
Worcester
Derby
Shrewsbury
Birmingham
30
31
32 33
34
36
37
38
35
29
Oban
Aberdeen
Peterhead
Aviemore
Stirling
Dundee
Inverness
1
2
3
4
5
6
7
8
9
10
11
12
14
15
16
17
18 19
20
21
22
23
24
25
26
27
28
13
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 Leaton Quarry
31 Leinthall Quarry
32 Breedon Quarry*
33 Cloud Hill Quarry
34 Ling Hall Asphalt & Concrete Plant
35 South Witham Quarry
36 Corby Asphalt & Concrete Plant
37 Shropham Quarry**
38 Longwater Asphalt Plant
*Decorative Aggregates are also available bagged   **Recycled Aggregates only
Crushed Rock
Breedon Aggregates   Annual Report and Accounts 2010 5 6 Breedon Aggregates   Annual Report and Accounts 2010
I would like to begin by welcoming all those new
shareholders who supported us in our recent
fundraising and enabled us to make our maiden
acquisition in the UK aggregates sector.  I would
also like to thank those of you who have been with
us since the creation of Marwyn Materials and
waited patiently for us to secure our first platform
investment, including our largest investor,
Marwyn Capital, whose innovative investment
strategy lay behind the genesis of our business.
Our purchase of Breedon Holdings and the creation
of Breedon Aggregates on 6 September 2010
represented a unique opportunity to secure a firm
foothold in a sector where substantial assets
become available very rarely.  In doing so, we
immediately took our place as the UK’s largest
independent aggregates producer after the five
global majors, with some 180 million tonnes of
mineral reserves and resources – enough to last us
more than 50 years at current rates of production.
Y ou will find a detailed overview of the Group, our
products and the markets we serve on pages 2 to
5 of this report.
We hit the ground running as soon as the
acquisition was completed.  Within the first
month we had completely rebranded the new
group and met the great majority of our 700
employees at a series of roadshows in England
and Scotland.  We were surprised and delighted
by how positively our arrival was received and
even more pleased at the near 100 per cent take-
up of our offer to each employee of 500 free
shares in the new company, which means that
almost every one of our colleagues now has a
personal stake in the future of our business. I
extend a special welcome to you all.
Our Group Chief Executive, Simon Vivian, and his
team made great strides towards repositioning
the Group in the first three months under our
ownership.  The senior management team was
strengthened, a number of early operational
improvements were made and we embarked on
a rigorous programme of health and safety
initiatives to ensure a safer working environment
for everyone in the business.
In trading terms, 2010 presented a mixed picture.
Sales volumes in England were ahead of the
previous year, whilst those in Scotland were
slightly down, both impacted heavily by the
severe weather in December.  Nevertheless, we
were pleased to report a satisfactory outturn for
the full year, with pro forma EBITDA of £13.7
million on pro forma revenues of £143.8 million.
Year-end borrowings at £92.3 million were lower
than our expectations and we remain focused on
reducing this debt as quickly as possible.  I would
particularly like to thank our lending banks, led by
Barclays, for their constructive support following
completion of the acquisition.
You will find a detailed review of Breedon
Aggregates’ progress during the year in your
Group Chief Executive’s Review on pages 9 to 11
of this report.
In October, we took steps to strengthen the
Board and were pleased to welcome Ian Peters
as Group Finance Director and Susie Farnon as
an independent non-executive director.  Ian is
highly experienced in our industry, having worked
in senior positions within Hanson for many years.
He joined the senior management team of
Marwyn Materials in 2008 and worked closely
with us on the acquisition of Breedon Holdings.
Chairman’s Statement
BREEDON AGGREGATES
"Our objective is simple. We want to be the most profitable
business in the UK aggregates industry" 7 Breedon Aggregates   Annual Report and Accounts 2010
Susie was formerly banking and finance partner
and head of audit with KPMG Channel Islands
and is a Commissioner of the Guernsey Financial
Services Commission. On behalf of shareholders,
I would like to welcome them both to the Board.
Looking ahead, our objective is simple.  We want
to be the most profitable business in the UK
aggregates industry.  We will achieve this by
being nimble and flexible, and above all by
providing a higher value local service than our
competitors.  Evidence of the success of this
strategy is already apparent: we have been
consistently winning new business around the
Group and our commercial teams are highly
motivated and energetically pursuing every
opportunity available to them.
There is no doubt that 2011 will continue to be
very challenging, as the UK economy struggles to
return to sustainable growth. We also face the
challenge of sharply rising oil prices: these have a
significant impact on the cost of bitumen, gas oil
and diesel, which takes time for us to pass
through in our pricing. However, with the UK and
Scottish Comprehensive Spending Reviews
behind us, we have at least been able to plan
ahead with greater clarity. It is obviously difficult
to predict within any certainty exactly where public
spending cuts will fall in the current year, but the
UK manufacturing sector is showing a steady
recovery and we remain optimistic about the
prospects for the private sector generally.  I am
confident that we have the right assets in place –
in terms of people, minerals and management –
to deliver a resilient performance even if the
economic recovery takes longer than expected
and to take full advantage of the market upturn
when it comes.
I said at the outset that Breedon Aggregates
represents a platform for growth.  We are
ambitious to develop the Group both organically
and through bolt-on acquisitions of earnings-
accretive aggregates businesses.  To this end,
we continue to pursue several potential
prospects and believe that promising
opportunities will also be created by the
continuing consolidation of the UK aggregates
industry in the year ahead.
I would like to close by thanking every one of our
employees for the enthusiasm and commitment
they have shown since we took control of the
Group.  Breedon Aggregates in its various forms
has a long and distinguished heritage in the UK
aggregates industry and I have been personally
struck on many occasions by the pride and
dedication of our people.  They have earned the
appreciation of every member of the Board and
senior management team and we all look
forward to working together to secure the
promising future which we all believe lies ahead
for our business.
Peter Tom CBE
Executive Chairman
30 March 2011 Breedon Aggregates   Annual Report and Accounts 2010 8
"Our strategic imperatives will be: safety of
our employees, service to our customers
and value for our shareholders." Breedon Aggregates   Annual Report and Accounts 2010 9
Our Business
Breedon Aggregates is the UK’s largest
independent quarrying business with 23 quarries,
18 asphalt plants and 27 ready-mixed concrete
plants. Operations in England extend from East
Anglia, across the Midlands to mid-Wales. In
Scotland, we have a strong regional presence
everywhere north of the Glasgow/Edinburgh M8
corridor. We have consented mineral reserves of
95 million tonnes, sufficient for 27 years’ life at
current production rates. We also control a
further 85 million tonnes of resources subject to
planning. During the year we succeeded in
getting planning consents for a further 4 million
tonnes at our Cloud Hill quarry. 
In the full year we sold 3.6 million tonnes of
aggregates, 1.2 million tonnes of asphalt and
0.27 million cubic metres of concrete. We also
manufacture a number of speciality products
including the famous Breedon Golden Amber
gravel which holds the Royal Warrant and has
recently been specified for use on the pathways
of the 2012 Olympic village.
In the UK, the market is dominated by Tarmac
(owned by Anglo American) and 4 global cement
companies: Lafarge (French), Heidelberg (German),
Cemex (Mexican) and Holcim (Swiss). We take
pride in the fact that we are a British company,
based in the Midlands, focused on providing quality
materials to our local customers. Our head office,
regional offices and sales offices are all located in
our quarries which means that staff at all levels are
close to the day-to-day operations of the business.
We believe that our local presence enables us to
respond quickly and effectively to our customers’
needs, and central administrative functions are kept
to a minimum so that maximum resource can be
deployed in production and sales.
The barriers to entry in the UK aggregates market
are high. Restrictions on development and
planning have meant that virtually no new rock
quarries have been started for many years.
Opportunities to acquire these businesses are
rare and we believe that our shareholders have
been fortunate to secure a significant presence
in the market on attractive terms. 
Operational changes 
Good progress has been made in repositioning
the Group for the future and tackling the issues
associated with the underperforming business in
England, where market share has been lost and
margins are significantly below those achieved in
Scotland. Tim Hall, a former Tarmac director,
joined us in October as Chief Executive of the
English business. A number of other senior
appointments have followed and we are currently
recruiting a replacement safety manager as
performance in this area has not been acceptable
in the English business. We now have the team
in place to deliver the improvements needed over
the next few years. The business in Scotland
continues to be led by Alan Mackenzie and we
will be looking to build on the success that this
region has achieved historically.
Chief Executive’s Review
BREEDON AGGREGATES
Breedon Aggregates was established in September 2010 when Marwyn Materials Limited acquired the business from a banking
group led by Barclays Bank PLC, which had owned it since the former Ennstone plc went into administration in March 2009.
The directors and management team believe that the terms of the agreement with the banks, and the partial refinancing of
the business, mean that we are in a strong position to improve performance and take advantage of further opportunities to
grow through additional investment and acquisition.  Breedon Aggregates   Annual Report and Accounts 2010 10
Chief Executive’s Review (cont) 
BREEDON AGGREGATES
We launched Breedon Aggregates with a series
of staff presentations in September which were
extremely well received and we were delighted
with the positive response to our vision for the
future. We have a loyal, motivated and flexible
workforce which is a great foundation for us to
build on.
Following the refinancing of the business, we
have been able to improve procurement and
renegotiate credit terms with some key
suppliers, reducing working capital. The
rebranding of the business is complete with all
costs taken in 2010. A new website has also
recently been launched.
A large amount of surplus plant and equipment
has been sold and we are working on several
land disposals, some of which should be
concluded in the current year. We have
commenced a review of our haulage fleet with
the intention of improving efficiency. The
contracting business in England has been
reorganised and scaled back. The reduced cost
base, together with greater local focus, will
improve the performance of this division in the
coming year.
We have introduced the “Best of Breedon” award
scheme which encourages employees to come up
with ideas to improve our business. A tremendous
response was received to the inaugural
competition and 4 winners received prizes. A
second competition has recently been launched.
A scheme to improve the operational,
environmental and safety standards at all of our
quarries is to be launched shortly. The Breedon
“GoodQuarry” project will be focused on raising
standards at all of our units, where we see the
scope for significant improvement.
Trading Summary
Pro forma Group turnover for 2010 was 6.2%
higher than the previous year. This increase was
driven by the English business where sales
volumes of all products were ahead of 2009.
Snow and freezing temperatures affected activity
in January and December, particularly in Scotland.
The poor weather led to many sites closing early
in December and material deliveries fell away
sharply after the first week. Our associate
company, BEAR Scotland, which maintains the
trunk road network in the north east and south
east of Scotland, had significant additional costs
and incurred losses in the month of December. 
Selling  prices of most products increased during
the year ahead of inflation, but this was
insufficient to offset haulage, bitumen and fuel
cost increases and as a result pro forma
underlying EBITDA (before our share of
associated undertakings) for the 12 months
declined by £2.8 million to  £13.7 million;
however this was in line with the result
anticipated when we undertook our due diligence
in August 2010. Further price increases were
notified to our customers in January and March
2011 to try and recover these costs.
A number of major contracts were supplied
during the year including the Rolls Royce factory
near Derby, and a major road reconstruction at
Fochabers near Elgin in Scotland. House building
picked up from the very low levels experienced in
2009 and a number of customers, including
Barratt and Westleigh, were supplied with
aggregates and ready-mixed concrete. In general,
we saw a sustained recovery in private sector
construction while the public sector was
extremely busy in the run up to the general
election but slowed gradually throughout the rest
of the year. Breedon Aggregates   Annual Report and Accounts 2010 11
As with most aggregates businesses, our customer
base is broad and covers both public and private
sectors. The business in England has a greater
exposure to the private sector and maintenance
markets while Scotland has greater exposure to
government spending through its contracts with
BEAR Scotland and Scotland Transerv which both
work directly for Transport Scotland. We estimate
the proportion of our business that is related to the
public sector to be 60% in Scotland and 25% in
England. A major success was achieved in winning
the framework contract for Scottish Water and the
benefit of this will build up during 2011.
Our strategy
We aim to be the safest, most profitable and best
run aggregates business in the UK. Our strategic
imperatives will be: safety of our employees,
service to our customers and value for our
shareholders. We will develop and build close
trading relationships with our key customers and
seek to continuously improve our service levels
to them. The culture of our group will be
entrepreneurial, agile and responsive. We can
take decisions quickly and will not allow
bureaucracy to inhibit the internal or external
management of the business.
The acquisition of Breedon provides us with a
great platform to build on and we believe that
there will be significant opportunities to grow the
business, both through acquisition and greenfield
development. A number of opportunities are
currently being reviewed but we will only make
additional investments where we are confident
that value for shareholders can be created.
The recent announcement by Tarmac and
Lafarge that they intend to merge their
operations in the UK is likely to result in a number
of disposals to meet regulatory requirements and
this could present an opportunity for us.
Business outlook
We believe that private sector construction
activity will continue to grow in 2011. The early
part of the year has been busy as work delayed
from last year is completed. We have secured a
number of contracts, including the A9 trunk road
improvement scheme at Crubenmore in
Scotland.
The likely effect of the spending review on local
authority maintenance budgets is difficult to
predict. Our exposure to this is greater in
Scotland but the severe weather has further
degraded the condition of the roads and
triggered a political rethink on the proposed
expenditure cuts. In addition, elections to the
Scottish parliament in May mean that the SNP
government will want to be seen to be reacting
to public concerns about road maintenance.
The latest Construction Products Association
forecasts for the UK expect output to decline by
2% in 2011 and 0.7% in 2012 before increasing
by 1.6% and 2.6% in the following two years.
The government has recently announced an
additional £100 million of funding to tackle
emergency road repairs in England and the
importance of maintaining core infrastructure
seems to be increasingly recognised by the main
political parties. Our view of the markets that we
operate in is that volumes will fall slightly in
Scotland and increase slightly in England.
Despite the market uncertainty and the volatility
in oil related input costs, we aim to deliver
improved results in 2011.
Simon Vivian
Group Chief Executive
30 March 2011 Breedon Aggregates   Annual Report and Accounts 2010 12
I am pleased to report on the results and financial
statements of Breedon Aggregates Limited
(formerly Marwyn Materials Limited) for the year
ended 31 December 2010. The acquisition of
Breedon Holdings Limited (“Breedon”) was
completed on 6 September 2010 and therefore
the Consolidated Income Statement and
Statement of Financial Position incorporate the
results of Breedon from that date.
Breedon is the UK’s largest independent
aggregates producer, which we acquired for a
total consideration of £2.25 million in cash
together with warrants to subscribe for
55,266,667 ordinary shares at an exercise price
of 12.0 pence per share (representing 9.1 per
cent of the enlarged share capital of the
Company), valued on acquisition at £2.4 million.
In view of the size of Breedon, this acquisition
constituted a reverse takeover pursuant to Rule
14 of the AIM Rules for Companies and as
such required the approval of shareholders,
which was given at an extraordinary general
meeting held on 1 September 2010. The
admission document relating to this reverse
takeover is available on the Company’s website
at www.breedonaggregates.com.
The Company also raised £50.0 million (before
expenses) by the issue of 416,666,667 placing
shares at 12.0 pence per share. The net proceeds
of this placing were £48.3 million and were used to
pay down some of Breedon’s existing debt, to
provide approximately £25 million to fund the
ongoing working capital of the enlarged group and
to finance potential future acquisitions.
Following completion of the acquisition of
Breedon, the Company changed its name to
Breedon Aggregates Limited.
Revenue for the year (all generated since 6
September) was £42.7 million (2009: £nil). This was
adversely influenced by severe weather in December
that caused major disruption to our activities in
Scotland and to a lesser degree in England.
Underlying earnings before our share of associated
undertakings, interest, tax, depreciation and
amortisation (EBITDA) were £3.3 million (2009:
loss £0.9 million). Underlying Group operating
profit was a loss of £0.3 million (2009: loss £0.9
million). Of this, a loss of £0.6 million was incurred
prior to the acquisition of Breedon. Underlying
results are stated before acquisition related
expenses, redundancy and reorganisation costs,
property items, impairments, amortisation of
acquisition intangibles and changes in the fair value
of financial instruments.   
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 unaudited pro forma figures for the full
calendar year of 2010 and a comparison with the
full calendar year of 2009. 
The market environment generally remained very
competitive following the significant volume
declines seen in 2008 and 2009. After a
challenging start to the year, exacerbated by
harsh weather conditions, we began to see some
benefit from the previous government’s financial
stimulus and from essential road maintenance.
2010
12 months
£’m
2009
12 months
£’m
Variance
Revenue:
Scotland 75.0 77.7 (3.5)%
England 68.8 57.7 19.2%
Total 143.8 135.4 6.2%
Underlying EBITDA:
Scotland 10.2 14.2 (28.2)%
England 5.5 5.6 (1.8)%
Head Office (2.0) (3.3) 39.4%
Total 13.7 16.5 (17.0)%
Margin 9.5% 12.2%
Financial Review
BREEDON AGGREGATES Breedon Aggregates   Annual Report and Accounts 2010 13
Turnover during the second and third quarters
therefore improved, driven by increased volumes
– especially in asphalt – and slightly improved
pricing.  The return of severe weather conditions
late in the year had a marked impact on the
business in the final quarter, especially in Scotland. 
For the 12 months as a whole, aggregates
volumes were flat at 3.6 million tonnes, whilst
asphalt volumes were 9.8 per cent up at 1.2
million tonnes.  Asphalt volumes in England were
ahead but in Scotland were down approximately
5 per cent.  Higher input costs, particularly from
bitumen (a key ingredient in the production of
asphalt) are gradually being passed on to
customers; however, EBITDA margins across the
business were down year-on-year due to the
inevitable time-lag between increased costs and
higher selling prices. 
Turnover for the pro forma 12 months was £143.8
million, a 6.2 per cent increase on the pro forma
figure for the same period in 2009. Pro forma
underlying EBITDA of £13.7 million was £2.8
million down year-on-year, with our challenge for
the future being to restore the historic level of
margin generated in the business.
Non-underlying items
Non-underlying items in the year were £4.5 million.
These included £3.8 million of acquisition costs
associated with the acquisition of Breedon and
£0.8 million of post-acquisition reorganisation and
redundancy costs together with a gain on a
financial instrument of £0.3 million.
Interest and Tax
Net finance costs in the year totalled £1.6 million
and included interest costs on the Group’s bank
finance facilities as well as interest on finance
leases and hire purchase agreements.
A tax credit of £0.4 million was recognised in the
year, resulting in an effective tax rate for the full
year of 6.8 per cent.
Earnings Per Share
Basic loss per share (“EPS”) for the year was
2.19 pence (2009: 0.61 pence), struck after the
non-underlying items mentioned above.
Underlying basic EPS for the year was a loss of
0.58 pence.
Statement of Financial Position
Net assets at 31 December 2010 were £56.8
million (2009: £11.7 million). The Company
issued 418,003,167 ordinary shares during the
year; of these, 416,666,667 were issued as part
of the placing to fund the Breedon acquisition,
1,000,000 were issued as settlement of
transaction-related bonus payments and 336,500
were issued as a gift to employees. 
The net assets are underpinned by the mineral
and land and building assets of the Group.
Cash flow
Cash generated from operations was £2.8
million.  The Group spent £11.4 million on
acquisitions and had a cash spend on capital
expenditure projects of £1.2 million.  £48.3
million was raised through the placing of shares
which was utilised to reduce the bank debt in
Breedon and provide a fund for potential future
acquisitions, and £0.3 million was raised from the
disposal of surplus assets in the Group.
Repayment of finance leases totalled £2.0
million, resulting in a net cash outflow for the
year of £10.2 million.  
Net debt at 31 December 2010 was £92.3 million
(2009: net cash £11.9 million). Breedon Aggregates   Annual Report and Accounts 2010 14
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 2010, total undrawn facilities
available to the Group amounted to £25.4 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. The results of the
covenant calculations at 31 December 2010
were:
Based on our current estimates, we expect to
comply with the covenants in 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 1.5
per cent until 30 September 2011, 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 2010
was £0.3 million.
Dividends
Following the acquisition of Breedon, 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 develop a risk management
system that is appropriate and commensurate to
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 the
inflationary cost increases on bitumen, gas-oil and
diesel. The solution to this 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.  
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, however, 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.
Actual Covenant
Interest cover 2.26    1.58
Minimum
EBITDA
£13.7m £8.0m
Financial Review (cont) 
BREEDON AGGREGATES Breedon Aggregates   Annual Report and Accounts 2010 15
The Group is dependent on UK and Scottish
government spending on maintaining and
improving public infrastructure, buildings and
services. The recent government budget
announcements include large spending cuts
alongside announcements of a commitment to
transport and infrastructure. The impact on
demand for our products is uncertain as a result
of this. 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 plants such as
asphalt and concrete plants.  The planning regime
is slow and laborious and gaining permissions
becomes more onerous to achieve every year.
However, we adopt a very proactive approach.
We involve all stakeholders in early consultation
and regularly meet with local communities in
organised liaison groups.  We believe our policy of
early consultation with our various stakeholders is
the reason why we have such a successful track
record in securing key permissions. 
Quarrying is highly regulated and controlled
industry, with the standards expected of us
continuing to increase.  This is an industry-wide
issue and Breedon participates fully in the
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, and to increase the market value of
the group at a compound annual rate of at least
12.5 per cent over the next three years.
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
30 March 2011 Breedon Aggregates   Annual Report and Accounts 2010 16
Directors 
BREEDON AGGREGATES
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, overseeing the
company's transition from a privately-owned
regional quarrying operation to a publicly-listed
building materials Group.  Peter expanded the
Group internationally with a series of acquisitions in
the Unites States in the late 1980s and 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. 
In 2005 Peter oversaw the negotiations which led to
the successful acquisition of Aggregate Industries by
Swiss building materials Group Holcim Limited for
£1.8 billion. He assumed the role of non-executive
Chairman of Aggregate Industries in 2006, a position
he held 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 (2004 - 2006) leading an
organisation with over 25,000 employees, generating
revenues of £2.2 billion from operations in the UK, US
and Australia. Whilst in the role, Simon implemented
a Group wide operational re-organisation reducing
overheads by over £8 million and strengthening risk
management processes in the business.  In
December 2005, Mowlem received a cash and shares
offer from Carillion plc and Simon negotiated a final
exit price at a premium for shareholders.
Prior to Mowlem, Simon worked in a number of
roles with Hanson plc (1987 - 2003), ultimately as a
main board director and the 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.
Advisors & Company
Information
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 Breedon Aggregates   Annual Report and Accounts 2010 17
James Corsellis (Non-executive Director)
1
James founded one of the earliest strategic
technology consultancies in 1994 and was Chief
Executive Officer of icollector plc, a leading
provider of live auction trading platforms. He later
negotiated the joint venture with eBay, which saw
icollector become the exclusive partner worldwide
for traditional auction houses. 
At Marwyn, James Corsellis has, alongside fellow
managing partner Mark Watts, undertaken 
72 transactions raising close to £1.3 billion in
acquisition funding for Marwyn backed
management teams and special purpose
acquisition vehicles from 2002 to date. He is a
Managing Partner in Marwyn Capital LLP and
Marwyn Investment Management LLP. James is
currently the non-executive Chairman of
Entertainment One Ltd and a non-executive
Director of E-One UK Limited, Marwyn Value
Investors Limited, and Marwyn Capital I Limited.
David Warr (Non-executive Director)
1,2
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 FRM
Diversified Alpha Limited, UK Select Trust Limited
and Invista Foundation Property Trust Limited.
Susie Farnon (Non-executive Director)
1,2
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
Director of Dexion Absolute Limited, New River
Retail Limited, Standard Life Investment Property
Income Trust, Cenkos Channel Islands Limited and
Bailiwick Investments Limited. Susie was
appointed to the Board of Breedon Aggregates
Limited on 1 November 2010.
David Williams (Non-executive Director)
2
David has over 36 years’ 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. 
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
Registrars
Capita Registrars
(Jersey) Limited
12 Castle Street
St Helier
Jersey
JE2 3RT
Legal Adviser
Carey Olsen
47 Esplanade
St Helier
Jersey 
JE1 0BD
1 Member of the Audit Committee
2 Member of the Renumeration Committee Breedon Aggregates   Annual Report and Accounts 2010 18
Directors’ Report
BREEDON AGGREGATES
The Directors present their report, together with
the audited financial statements, for the year
ended 31 December 2010.
Principal activity and Business review
Breedon Aggregates Limited (previously Marwyn
Materials Limited) was established to acquire
controlling interests in building materials
businesses, both listed and unquoted, in the UK,
Europe and US, creating shareholder value
through market consolidation. 
On 6 September 2010, the Company completed a
reverse takeover of Breedon Holdings Limited and
was renamed as Breedon Aggregates Limited.
Since the reverse takeover of Breedon Holdings
Limited, the Company’s principal activity has
been that of 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 6 and 7, and in the Chief Executive’s
Review on pages 9 to 11.
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 12 to 15.
Corporate social responsibility (CSR)
Breedon Aggregates Limited  recognises the
importance of balancing the interest of its key
stakeholders – employees, customers, investors,
suppliers and the wider community in which it
operates. The Group remains committed to a
continuous improvement in its environmental
performance to ensure that its activities comply
with environmental standards and legislation. At the
end of 2010, 25 of its business units had achieved
accreditation in accordance with BS EN ISO
14001:2004 and 9 further units are actively pursuing
such accreditation. It has also established a number
of community liaison groups to encourage dialogue
between its businesses and the communities in
which they operate in connection with matters such
as planning and development, transport and road
usage, and community support. 
Results and dividends
For the year to 31 December 2010, the Group’s
loss before tax was £6,304,000 (2009: £825,000)
and after tax was a loss of £5,873,000  (2009:
£829,000).  
Prior to making the first acquisition, it was the
Board’s policy that no dividends would be paid.
Following the acquisition of Breedon Holdings
Limited, subject to availability of distributable
reserves, dividends will be paid to shareholders
when the Directors believe it is appropriate and
prudent to do so. Breedon Aggregates   Annual Report and Accounts 2010 19
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 can be found
on pages 16 and 17 and details of the Directors’
service contracts are given in the Directors’
Remuneration Report on pages 25 to 28.
Directors’ Interests
The directors in office at 31 December 2010 had
the following interests in the issued share capital
of the Company:
All the above 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 2011 and 30 March 2011.
Peter
Tom CBE
Executive Chairman
Simon
Vivian
Group Chief Executive
Ian
Peters
Group Finance Director
(appointed 1 November 2010)
James
Corsellis
Non-executive Director
Susie
Farnon
Independent Non-executive Director
(appointed 1 November 2010)
David
Warr
Independent Non-executive Director 
David
Williams
Non-executive Director
Ordinary Shares
31 December
2010
1 January 2010
or, if later, date
of appointment
Peter Tom CBE 30,683,333 22,350,000
Simon Vivian 
(and family)
3,166,667 2,500,000
Ian Peters 1,833,333 1,833,333
James Corsellis
(and family)
5,500,000 5,500,000
Susie Farnon 989,840 989,840
David Warr 2,500,000 2,500,000
David Williams 12,012,133 11,000,000 Breedon Aggregates   Annual Report and Accounts 2010 20
Directors’ Report (cont) 
BREEDON AGGREGATES
Substantial Shareholdings
The Company is aware that, at 15 March 2011,
other than the Directors, the following held 3% or
more of the issued share capital of the Company:
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 ‘Best of Breedon’ suggestion scheme provides
an opportunity for all employees to put forward
ideas to improve the Group’s performance, and
rewards the best such suggestions.
In October 2010, all employees of the Group
(except for the executive directors) were given a
bonus of 500 shares each in the Company.
Employees are also encouraged to participate in
the ownership of the Company through an all-
employee savings related share option scheme.
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.
Health and Safety
The Group is committed to providing and
maintaining a safe environment for all employees,
customers and other visitors to its premises and
to comply with all relevant health and safety
legislation. 
In addition, all Group businesses:
� aim to protect the health of employees with
suitable, specific, work-based strategies;
� seek to minimise the risk of injury from
company activity;
� 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 health
and safety report is produced for each Board
meeting.  Simon Vivian, Group Chief Executive,
has been designated by the Board as the director
responsible for Health and Safety matters.
Breedon Aggregates has invested in a dedicated
health and safety computer system, Envoy, that
is designed to give a structure and platform to
manage safety on all its sites. The modules on
this system include:
� incident tracking and reporting;
� registering 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.
The Group aims for continuous improvement in
Health & Safety KPIs, including in relation to its
Accident Incidence Rate, its Lost Time Frequency
Rate, and its Lost Time Injury Severity Rate.
Performance against these KPIs is reported to
the Board.
Ordinary Shares
Beneficial Holder Number %
Invesco Asset
Management Ltd
165,000,000 29.78
Marwyn Value
Investors L.P .
146,223,698 26.39
Cenkos Channel Islands
Nominee Co Ltd
53,821,535 9.72
Scottish Widows
Investment Partnership
41,665,000 7.52 Breedon Aggregates   Annual Report and Accounts 2010 21
Charitable donations and political
contributions
The Group made no charitable donations nor 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
The Directors are seeking authority from
shareholders to permit the Company to purchase
its own shares.  Unless previously renewed,
varied or revoked, this authority will expire at the
conclusion of the Annual General Meeting of the
Company to be held in 2012 or within 18 months
from the date of approval of the authority,
whichever shall be the earlier.
The Remuneration Committee has concluded
that the Company should introduce a
Performance Share Plan (the “Plan”) as a means
of attracting, rewarding, motivating and retaining
certain key senior employees. The Plan is subject
to shareholder approval at the forthcoming
Annual General Meeting, and the first awards
under it are expected to be made shortly
thereafter. Full details of the Plan are contained in
the Appendix to the Notice of Annual General
Meeting on pages 65 to 67.
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.
Independent Auditor
KPMG Channel Islands Limited has expressed
willingness to continue in office and, in
accordance with Article 109 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
30 March 2011 Breedon Aggregates   Annual Report and Accounts 2010 22
Corporate Governance 
BREEDON AGGREGATES
The Directors recognise the value of strong
corporate governance and, although AIM listed
companies are not required to comply with the
disclosure requirements of the UK Combined
Code of Corporate Governance, as published by
the Financial Reporting Council in June 2008 (the
“Combined Code”), the Company has sought to
comply with it, as far as it is appropriate, in respect
of the accounting period ended on 31 December
2010 and intend to comply, as far as appropriate,
with the UK Corporate Governance Code as
published by the Financial Reporting Council in
June 2010 (as amended from time to time) (the
“Corporate Governance Code”) in respect of
subsequent accounting periods.  However, given
its size and nature, it did not and does not seek to
comply with those aspects of the Combined Code
or the Corporate Governance Code (as applicable)
which are considered to be more appropriate for a
larger public company with shares admitted to the
Official List. 
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 Principles of Good Governance set out
in Section 1 of the Combined Code, including
both the Main and Supporting Principles.
The Board of directors
The current board comprises the Executive
Chairman, two executive directors, two
independent non-executive directors and two
non-executive directors who are 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. 
Biographical details of the Directors are set out
on pages 16 and 17.
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.
A schedule of Matters Reserved to the Board was
adopted in September 2010.
The Directors explain their responsibilities for
preparing the financial statements on page 29
and the Report of the Independent Auditor on
pages 30 and 31 contains a statement of its
reporting responsibilities. Breedon Aggregates   Annual Report and Accounts 2010 23
Board committees
Since the acquisition of Breedon Holdings
Limited on 6 September 2010, the Board has
maintained two standing committees, the
Remuneration Committee and the Audit
Committee. Prior to that date, the functions of
these committees were carried out by the Board
as a whole.
Remuneration Committee
Since its establishment, the Remuneration
Committee has comprised solely of at least two
non-executive directors.  Mr Williams and Mr
Warr have served on the Remuneration
Committee since its establishment.  Mrs Farnon
was appointed to the Remuneration 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.  Further details of the terms of reference
of the Remuneration Committee are set out in
the Directors’ Remuneration Report on pages 25
to 28 and are available on the Group’s website.
Audit Committee
Mr Warr and Mr Corsellis have served on the
Audit Committee since its establishment, and
Mrs Farnon became a member of the Committee
in November 2010.  Mr Warr is chairman of the
Committee. Written terms of reference have
been agreed for the Audit Committee which
include 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 of 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.
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 which mitigate the
risks identified as significant, including financial,
operational and compliance risks. 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 constant review. Breedon Aggregates   Annual Report and Accounts 2010 24
Corporate Governance (cont) 
BREEDON AGGREGATES
Meetings attendance
The Board met formally 7 times during the year
and the attendance of the directors at each
meeting together with attendance at committee
meetings, is set out in the table below.
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 Combined 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.
Board
Audit
Committee
Remuneration 
Committee
Attended
Eligible
to attend
Attended
Eligible
to attend
Attended
Eligible
to attend
Peter Tom CBE 7 7 - - - -
Simon Vivian 7 7 - - - -
Ian Peters 1 1 - - - -
James Corsellis 5 7 2 2 - -
Susie Farnon 1 1 - - - -
David Warr 7 7 2 2 2 2
David Williams 6 7 - - 2 2 Breedon Aggregates   Annual Report and Accounts 2010 25
Directors’ Remuneration Report
BREEDON AGGREGATES
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 is chaired by
David Williams. At the end of the financial year,
the Committee comprised David Williams and
David Warr. Susie Farnon was appointed to the
Committee in January 2011. The Company
Secretary acts as secretary to the Committee.
The Committee met twice formally in 2010.  
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
Combined 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 directly
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. Breedon Aggregates   Annual Report and Accounts 2010 26
Directors’ Remuneration Report (cont) 
BREEDON AGGREGATES
(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 relative to
budgeted targets.  For other senior management
in the Group, the maximum bonus opportunity is
up to 65% and is linked to targets based on
achieving operating profit targets for the
businesses for which they are responsible.
Bonuses are not pensionable.  
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.
Shareholders will be asked, at the forthcoming
Annual General Meeting, to approve the
establishment of a Performance Share Plan
which will be used to provide long term
incentives for certain senior executives of the
Group other than the Directors.
(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 
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 David Williams, James
Corsellis and David Warr respectively, pursuant
to which each of their services as a non-
executive director of the Company were
procured with effect from the admission of the
Company’s ordinary shares to trading on AIM on
12 June 2008. On 25 October 2010, the
Company entered into a letter of appointment
with Susie Farnon pursuant to which she was
appointed as a non-executive director with effect
from 1 November 2010.
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 currently 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 as non-
executive directors of the Company.  No other
benefits are payable.  Breedon Aggregates   Annual Report and Accounts 2010 27
(ii) Executive Directors
Peter Tom
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 Peter
as an employee, officer, worker or partner of the
Company. To the extent that any liabilities arise in
connection with a claim that Peter is an employee,
officer, worker or partner of the Company, Peter
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 Peter,
such notice to expire no earlier than 6 September
2013. Peter 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. 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 Simon, such notice to expire no
earlier than 6 September 2013. Simon 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 Simon. 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 Ian, such notice to expire no
earlier than 6 September 2013. Ian 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 Ian. 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
Combined Code that it should satisfy itself that
plans are in place for an orderly succession to
Board and senior management positions.  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. Breedon Aggregates   Annual Report and Accounts 2010 28
Details of remuneration
Notes
1 Pursuant to his service agreement, Mr Vivian received a transaction bonus on completion of the reverse take-over of
Breedon Holdings Limited. He received 666,667 ordinary shares in Breedon Aggregates Limited, valued at £0.12 per
share, with the balance paid in cash. No other bonuses are payable for the year ended 31 December 2010.
2 Included in fees above is an amount of £140,240 (2009: £135,360) in respect of services provided by Rise Rocks Limited, a
company in which Mr Tom has a beneficial interest, and the sum of £320,000 which was paid to Rise Rocks Limited as a
transaction bonus upon the completion of the reverse take-over of Breedon Holdings Limited, pursuant to the consultancy
agreement between the Company and Rise Rocks Limited. Also included in fees above, is an amount of £14,626 paid to
Marwyn Capital LLP in respect of Mr Corsellis’s sevices as a non-executive director.
3 Benefits for Mr Vivian and Mr Peters comprise the provision of private medical insurance.
4. Remuneration since appointment as a director on 1 November 2010.
Management Participation Shares 
Details of Management Participation Shares issued to Directors and key employees (“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 2010, 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
30 March 2011
Directors’ Remuneration Report (cont) 
BREEDON AGGREGATES
The remuneration of the Directors for the year ended 31 December 2010 was as follows:
Salary
£
Bonus
(note 1)
£
Fees
(note 2)
£
Benefits
(note 3)
£
Total
2010 2009
££
Pension
Contributions
2010 2009
££
PWG Tom CBE – – 460,240 – 460,240 135,360 – –
SN Vivian 195,445 320,000 – 86 515,531 120,000 – –
IAD Peters (note 4) 31,833 – – 308 32,141 – 5,104 –
JMH Corsellis – – 14,626 – 14,626 10,000 – –
S Farnon (note 4) – – 4,167 – 4,167 – – –
DJ Warr – – 15,000 – 15,000 10,000 – –
DJ Williams – – 15,000 – 15,000 10,000 – –
Total 227,278 320,000 509,033 394 1,056,705 285,360 5,104 – Breedon Aggregates   Annual Report and Accounts 2010 29
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 30 Breedon Aggregates   Annual Report and Accounts 2010
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 2010 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 29, 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 2010 and of the Group’s loss 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.
Independent Auditor’s Report to the Members of Breedon
Aggregates Limited (formerly Marwyn Materials Limited) 31 Breedon Aggregates   Annual Report and Accounts 2010
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 Group; 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.
Nicholas L Stevens 30 March 2011
for and on behalf of KPMG Channel Islands Limited
Chartered Accountants
Notes:
� 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
occured to the financial statements or our audit report since 30 March 2011. KPMG Channel Islands Limited has carried out no procedures of any nature
subsequent to 30 March 2011 which in any way extends this date.
� 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. Breedon Aggregates   Annual Report and Accounts 2010 32
Note 2010 2009
Non-
Underlying
†
underlying* Total
(note 3)
£’000 £’000 £’000 £’000
Revenue 1,2 42,679 - 42,679 -
Cost of sales (25,069) - (25,069) -
Gross profit 17,610 - 17,610 -
Distribution expenses (8,332) - (8,332) -
Administrative expenses (9,545) (4,456) (14,001) (927)
Group operating loss 2 (267) (4,456) (4,723) (927)
Share of loss of associated undertaking (net of tax) 11 (22) - (22) -
Loss from operations (289) (4,456) (4,745) (927)
Financial income 642 -42 102
Financial expense 6 (1,601) - (1,601) -
Loss before taxation (1,848) (4,456) (6,304) (825)
Taxation 7 287 144 431 (4)
Loss for the year (1,561) (4,312) (5,873) (829)
Attributable to:
Equity holders of the parent (1,571) (4,312) (5,883) (829)
Non-controlling interests 10 - 10 -
Loss for the year (1,561) (4,312) (5,873) (829)
Basic loss per ordinary share (0.58p) (2.19p) (0.61p)
Diluted loss per ordinary share (0.58p) (2.16p) (0.61p)
* Non-underlying items represent acquisition related expenses, redundancy and reorganisation costs, property items, impairments,
amortisation of acquisition intangibles and changes in the fair value of financial instruments.
†
The Consolidated Income Statement presents the results for the year ended 31 December 2010. The Group made its first acquisition
on 6 September 2010 (note 27). Accordingly, with the exception of £649,000 of administrative expenses, all underlying revenues and
profits from operations set out above are for the period from 6 September 2010 to 31 December 2010.
Consolidated Income Statement
for the year ended 31 December 2010 Breedon Aggregates   Annual Report and Accounts 2010 33
Note 2010 2009
£’000 £’000 
Loss for the year (5,873) (829)
Other comprehensive income
Effective portion of changes in fair value of cash flow hedges 74 -
Taxation on items taken directly to other comprehensive income 7 (20) -
Other comprehensive income for the year 54 -
Total comprehensive income for the year (5,819) (829)
Total comprehensive income for the year is attributable to:
Equity holders of the parent (5,829) (829)
Non-controlling interests 10 -
(5,819) (829)
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2010 Breedon Aggregates   Annual Report and Accounts 2010 34
Note 2010 2009
£’000 £’000
Non-current assets
Property, plant and equipment 8 150,207 -
Intangible assets 9 4,079 -
Investment in associated undertaking 11 1,070 -
Total non-current assets 155,356 -
Current assets
Inventories 13 6,774 -
Trade and other receivables 14 26,522 11
Cash and cash equivalents 3,294 11,866
Non-current assets held for resale 15 400 -
Total current assets 36,990 11,877
Total assets 192,346 11,877
Current liabilities
Interest-bearing loans and borrowings 16 (7,095) -
Trade and other payables 17 (28,372) (180)
Current tax payable (5) (4)
Provisions 18 (160) -
Total current liabilities (35,632) (184)
Non-current liabilities
Interest-bearing loans and borrowings 16 (88,457) -
Provisions 18 (6,638) -
Deferred tax liabilities 12 (4,788) -
Total non-current liabilities (99,883) -
Total liabilities (135,515) (184)
Net assets 56,831 11,693
Equity attributable to equity holders of the parent
Stated capital 19 61,575 13,262
Cash flow hedging reserve 19 54 -
Capital reserve 19 2,369 -
Retained earnings (7,261) (1,569)
Total equity attributable to equity holders of the parent 56,737 11,693
Non-controlling interests 94 -
Total equity 56,831 11,693
These financial statements were approved by the Board of Directors on 30 March 2011 and were signed on its behalf by:
Simon Vivian Ian Peters
Group Chief Executive Group Finance Director
Consolidated Statement of Financial Position
at 31 December 2010 Breedon Aggregates   Annual Report and Accounts 2010 35
Stated Cash flow Capital Retained Attributable Non-controlling Total
capital hedging reserve earnings to equity interests equity
reserve holders of
parent
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Balance at 1 January 2009 13,262 - - (741) 12,521 - 12,521
Total comprehensive income for the year - - - (829) (829) - (829)
Credit to equity of share based payment - - - 1 1 - 1
Balance at 31 December 2009 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
Consolidated Statement of Changes in Equity
for the year ended 31 December 2010 Breedon Aggregates   Annual Report and Accounts 2010 36
Consolidated Statement of Cash Flows
for the year ended 31 December 2010
Note 2010 2009
£’000 £’000
Cash flows from operating activities
Loss for the year (5,873) (829)
Adjustments for:
Depreciation, amortisation and impairments 3,652 -
Financial income (42) (102)
Financial expense 1,601 -
Share of profit of associated undertaking (net of tax) 22 -
Gain on sale of property, plant and equipment (260) -
Equity settled share based payment expenses 191 1
Change in the fair value of financial instruments (259) -
Taxation (431) 4              
Operating cash flow before changes in working capital and provisions (1,399) (926)
Decrease in trade and other receivables 4,176 3
Decrease in inventories 1,203 -
Decrease in trade and other payables (1,145) (117)
Decrease in provisions (60) -
Cash generated from operating activities 2,775 (1,040)
Interest paid (1,459) -
Interest element of finance lease payments (462) -
Income taxes received/(paid) 31 (2)
Net cash from operating activities 885 (1,042)
Cash flows used in investing activities
Acquisition of businesses 27 (11,410) -
Purchase of property, plant and equipment (1,232) -
Proceeds from sale of asset for resale 50 -
Proceeds from sale of property, plant and equipment 317 -
Interest received 42 102
Dividend from associated undertaking 563 -
Net cash used in investing activities (11,670) 102
Cash flows from financing activities
Proceeds from the issue of shares (net) 19 48,313 -
Proceeds from new loans raised 4,500 -
Repayment of loans (49,982) -
Repayment of finance lease obligations (1,973) -
Purchase of financial instrument - derivative (243) -
Net cash from financing activities 615 -
Net decrease in cash and cash equivalents (10,170) (940)
Cash and cash equivalents at beginning of year 11,866 12,806
Cash and cash equivalents at end of year 1,696 11,866
Cash and cash equivalents 3,294 11,866
Bank overdraft 16 (1,598) -
Cash and cash equivalents at end of year 1,696 11,866 Breedon Aggregates   Annual Report and Accounts 2010 37
1 Accounting 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 30 March 2011.
These financial statements consolidate the results of the Company and its two subsidiary undertakings, Marwyn Materials Investments
Limited and Marwyn Materials (UK) Limited, for the entire financial year, together with the results of Breedon Holdings Limited and its
subsidiaries with effect from acquisition on 6 September 2010, collectively the “Group”.
These 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 21.
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.
The accounting policies set out below have, unless otherwise stated, been applied consistently throughout the period 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 the Companies (Jersey) Law 1991.
New IFRS standards and interpretations adopted during 2010
In 2010, the following standards had been endorsed by the EU, became effective and therefore were adopted by the Group.
� IFRS 3 (Revised) – Business Combinations
� IAS 27 (Revised) – Consolidated and Separate Financial Statements
� Amendments to IFRS 2 – Group Cash Settled Share-based Payment Transactions
� Annual Improvement Projects to IFRS’s
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 IFRS 3 (Revised) – Business Combinations has resulted in a total of £3,794,000 being expensed in the Consolidated Income
Statement which would previously have been capitalised as part of the investment cost when business acquisitions are completed.  The
impact has been included as a non-underlying item in the Consolidated Income Statement.  The revised standard is only applicable
prospectively for acquisitions made after 1 January 2010.
The adoption of the other 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 additional standards and interpretations which are effective for periods starting after the date of these
financial statements.  The following standards and interpretations have not yet been adopted by the Group.
� IAS 24 (Revised) – Related Party Transactions (effective for periods beginning on or after 1 January 2011)
� IFRIC 19 – Extinguishing Financial Liabilities with Equity Insurers (effective for periods beginning on or after 1 July 2010)
The Group does not anticipate that the adoption of the above standards and interpretations will have a material effect on its financial
statements on initial adoption.
Notes to the financial statements Breedon Aggregates   Annual Report and Accounts 2010 38
1 Accounting 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 subsidary 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.
Notes to the financial statements
(continued) Breedon Aggregates   Annual Report and Accounts 2010 39
1 Accounting 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
commmercial lives. 
The fair value of mineral reserves and resources recognised as a result of business combinations is based on market 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 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 costs 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 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.
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. Breedon Aggregates   Annual Report and Accounts 2010 40
1 Accounting policies (continued)
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 assets recoverable amount is estimated. 
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 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.
Notes to the financial statements
(continued) Breedon Aggregates   Annual Report and Accounts 2010 41
1 Accounting policies (continued)
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.
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 deductable 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. Details regarding the determination of the fair value of equity-settled share based transactions are
set out in note 20.
The fair value determined at the grant date of the equity-settled share based payments is expensed on a straight-line basis over the vesting
period, based on the Group’s estimate of equity instruments that will eventually vest. At each Statement of Financial Position date, the
Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any,
is recognised in profit or loss over the remaining vesting period, with a corresponding adjustment to reserves.
Dividends
Interim dividends are recognised when they are paid. Final dividends are recognised as a liability in the period in which they are approved
by the Company’s shareholders. Breedon Aggregates   Annual Report and Accounts 2010 42
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 4 and 5. There
are no other operating segments. The majority of revenues are earned from the sale of aggregates, related products and services.
Income statement
2010 2009
Revenue EBITDA* Revenue EBITDA*
£’000 £’000 £’000 £’000 
England 21,072 1,699 --
Scotland 21,607 2,977 --
Central administration - (1,369) - (927)
Group 42,679 3,307 - (927)
*EBITDA represents underlying EBITDA before share of loss from associated undertaking.
Reconciliation to reported loss
Segmental profit/(loss) as above 3,307 (927)
Depreciation (3,574) -
Non-underlying items (4,456) -
Reported operating loss (4,723) (927)
Share of loss of associated undertaking (22) -
Net financial (expense)/income (1,559) 102
Loss before taxation (6,304) (825)
Taxation 431 (4)
Loss for the year (5,873) (829)
Notes to the financial statements
(continued) Breedon Aggregates   Annual Report and Accounts 2010 43
2 Segmental analysis (continued)
Statement of Financial Position
2010 2009
Total Total Total Total
assets liabilities assets liabilities
£’000 £’000 £’000 £’000 
England 85,753 (15,838) --
Scotland 89,481 (14,183) --
Central administration 13,818 (5,154) 11 (184)
Total operations 189,052 (35,175) 11 (184)
Deferred tax - (4,788) --
Net debt 3,294 (95,552) 11,866 -
Total Group 192,346 (135,515) 11,877 (184)
Net assets 56,831 11,693
Scotland total assets include £1,070,000 (2009: £nil) in respect of investments in associated undertakings.
Non-current assets held for resale of £400,000 (2009: £nil) are included within the England segment.
Analysis of depletion, depreciation, amortisation and capital expenditure
Mineral Depreciation Impairment Additions Additions
depletion and and and to property, to other
impairment impairment amortisation plant and intangible
of intangible equipment assets
assets
£’000 £’000 £’000 £’000 £’000
2010
England 347 1,235 - 408 -
Scotland 203 1,782 78 824 -
Central administration - 7---
Total 550 3,024 78 1,232 -
2009
England -----
Scotland -----
Central administration -----
Total -----
Additions to property, plant and equipment and other intangible assets exclude additions in respect of business combinations (note 27). Breedon Aggregates   Annual Report and Accounts 2010 44
3 Non-underlying items
During the year, the Group acquired the entire share capital of Breedon Holdings Limited. As required by IFRS 3 (Revised), acquisition
costs have been expensed as incurred. Additionally, the Group incurred redundancy costs in respect of the reorganisation of parts of the
businesses acquired. Non-underlying items also include property items, impairments, the amortisation of acquisition intangible assets and
changes in the fair value of financial instruments.
2010 2009
£’000 £’000
Included in administrative expenses:
Redundancy costs (843) -
Acquisition costs (3,794) -
Gain in the fair value of a financial instrument (note 29) 259 -
Amortisation of other intangible assets (78) -
(4,456) -
4 Expenses and auditor’s remuneration
2010 2009
£’000 £’000
Group operating loss has been arrived at after charging/(crediting)
Depreciation of property, plant and equipment:
Owned assets 2,166 -
Assets held under finance lease 1,408 -
Amortisation of other intangible assets 78 -
Gain on sale of property, plant and equipment (260) -
Operating lease rentals:
Plant, equipment and vehicles 29 -
Other 220 -
Auditor’s remuneration
2010 2009
£’000 £’000
Audit of the Company’s annual accounts 11 14
Audit of the Company’s subsidiary undertakings 109 -
Services relating to corporate finance transactions 110 -
Tax services 66 -
Other services 38 -
334 14
Notes to the financial statements
(continued) Breedon Aggregates   Annual Report and Accounts 2010 45
5 Remuneration of key management, staff numbers and costs
Details of the remuneration received by key management is summarised below:
2010 2009
£’000 £’000
Salaries and short term employee benefits 671 200
Directors’ fees 509 165
Post employment benefits 8 -
Equity-settled share based payments (note 20) 130 1
1,318 366
The average number of persons employed by the Group (including directors) during the year, analysed by category, was as follows:
Number of employees
2010 2009
England 100 -
Scotland 134 -
Central administration 3 2
237 2
The average number of persons employed is based on the 2 people employed by the Group prior to the acquisition on 6 September 2010
and 706 people, being the average number of employees since acquisition.
At 31 December 2010, the Group employed 707 people, being 302 people in England, 401 people in Scotland and 4 people at head office.
The aggregate payroll costs of these persons were as follows:
2010 2009
£’000 £’000
Wages and salaries 7,989 191
Social security costs 869 33
Other pension costs 265 -
Compensation for loss of office 843 -
Equity-settled share based payments (note 20) 181 1                
10,147 225 Breedon Aggregates   Annual Report and Accounts 2010 46
6 Financial income and expense
2010 2009
£’000 £’000
Interest income – bank deposits 42 102              
Financial income 42 102
Interest expense – bank loans and overdrafts (1,031) -
Amortisation of prepaid bank arrangement fee (33) -
Interest expense – other (26) -
Interest expense – finance leases (462) -
Unwinding of discount on provisions (49) -
Financial expense (1,601) -
7 Taxation
Recognised in the Consolidated Income Statement 2010 2009
£’000 £’000
Current tax expense 5 4
Total current tax 5 4
Deferred tax expense
Origination and reversal of temporary differences (436) -
Total tax (credit)/charge in the Consolidated Income Statement (431) 4
Taxation on items taken directly to Other Comprehensive Income 2010 2009
£’000 £’000
Deferred tax expense
Relating to cash flow hedges 20 -
Reconciliation of effective tax rate 2010 2009
£’000 £’000
Loss for the year (6,304) (825)
Tax at the Company’s domestic rate of 0% - -
Effect of tax rates in foreign jurisdictions* (719) 4
Expenses not deductible for tax purposes 187 -
Capital losses utilised (13) -
Income from associate already taxed 6 -
Effect of change in rate 16 -
Unrecognised losses 92 -
Tax (credit)/charge (431) 4
* 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 28%.
The UK corporation tax rate will reduce from 28% to 23% over a period of 4 years from 2011. The first reduction in the UK corporation
tax rate from 28% to 27% was substantively enacted on 20 July 2010 and will be effective from 1 April 2011. This will reduce the
Group’s future current tax charge accordingly.
Notes to the financial statements
(continued) Breedon Aggregates   Annual Report and Accounts 2010 47
8 Property, plant and equipment 
Mineral Plant,
reserves and Land and equipment
resources buildings and vehicles Total
£’000 £’000 £’000 £’000
Cost
Balance at 1 January 2009 and 31 December 2009 - - - -
Acquisitions through business combinations (note 27) 70,685 23,670 58,251 152,606
Additions 880 143 209 1,232
Disposals - - (57) (57)
Balance at 31 December 2010 71,565 23,813 58,403 153,781
Depreciation and impairment 
Balance at 1 January 2009 and 31 December 2009 - - - -
Depreciation charge for the year 550 160 2,864 3,574
Balance at 31 December 2010 550 160 2,864 3,574
Net book value
At 1 January 2009 and 31 December 2009 - - - -
At 31 December 2010 71,015 23,653 55,539 150,207
Leased plant and machinery
At 31 December 2010, the net carrying amount of leased plant and machinery was £27,506,000 (2009: £nil). Depreciation charged on
these assets in the period was £1,408,000 (2009: £nil). Details of finance lease obligations are set out in note 16.
Depreciation and impairment charge
The depreciation and impairment is recognised in the following line items in the Consolidated Income Statement:
2010 2009
£’000 £’000
Cost of sales 3,435 -
Administration expenses 139 -
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. Breedon Aggregates   Annual Report and Accounts 2010 48
9 Intangible assets 
Goodwill Other Total
£’000 £’000 £’000
Cost
At 1 January 2009 and 31 December 2009 - - -
Acquisitions through business combinations (note 27) 3,738 419 4,157
Balance at 31 December 2010 3,738 419 4,157
Amortisation and impairment 
At 1 January 2009 and 31 December 2009 - - -
Amortisation for the year -7878
Balance at 31 December 2010 -7878
Net book value
At 1 January 2009 and 31 December 2009 - - -
At 31 December 2010 3,738 341 4,079
Other intangible assets relate to acquisition intangibles, being the fair value of certain customer lists and contracts acquired as part of the
acquisition 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 monitors that goodwill. At 31 December 2010, the goodwill of £3,738,000 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 2011 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 pretax 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 impairments that
would be material to these consolidated financial statements and no such impairments were identified.
10 Principal Group companies
The principal undertakings in which the Group’s interest at the year end was more than 20 per cent 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 90% Traffic management
Marwyn Materials (UK) Limited England 100% Service company
Associated undertakings
Ordinary shares held indirectly
BEAR Scotland Limited Scotland 37.5% Road maintenance contracting
Notes to the financial statements
(continued) Breedon Aggregates   Annual Report and Accounts 2010 49
11 Investment in associated undertaking
Investment in
associated undertaking
£’000
Cost
Acquisitions through business combinations (note 27) 1,655
Dividend received (563)
At 31 December 2010 1,092
Share of post-acquisition reserves 
Share of loss of associated undertaking (net of tax) (22)
At 31 December 2010 (22)
Net book value
At 31 December 2010 1,070
Summary financial information on associated undertaking - 100 per cent.
Assets Liabilities Equity Revenues* Net loss*
£’000 £’000 £’000 £’000 £’000
2010
BEAR Scotland Limited 17,263 (14,411) 2,852 15,437 (59)
*Results represent the period from 6 September 2010 to the year end.
12 Deferred tax assets and liabilities
31 December Acquisitions Recognised Recognised 31 December
2009 (note 27) in income in equity 2010
£’000 £’000 £’000 £’000 £’000
Property, plant and equipment - (8,515) 410 - (8,105)
Intangible assets - (138) 38 - (100)
Financial instruments – derivative - - - (20) (20)
Working capital and provisions - 3,401 (3) - 3,398
Tax value of loss carry-forwards - 48 (9) - 39
- (5,204) 436 (20) (4,788)
In addition, the Group has not recorded a deferred tax asset in respect of tax losses of £28,230,000 (2009: £nil), as it is not probable that
future taxable profits will be available in the subsidiaries concerned against which the Group can utilise the benefits therefrom. Breedon Aggregates   Annual Report and Accounts 2010 50
13 Inventories
2010 2009
£’000 £’000
Raw materials and consumables 3,388 -
Finished goods and goods for resale 3,386 -
6,774 -
Inventories (being directly attributable costs of production) of £22,747,000 (2009: £nil) were expensed in the period.
14 Trade and other receivables
2010 2009
£’000 £’000
Trade receivables 22,393 -
Trade receivables due from associated undertaking (note 24) 489 -
Other receivables and prepayments 3,064 11
Financial instruments:
Derivative 317 -
Option 259 -
26,522 11
The derivative represents the fair value of interest rate caps. The option represents the fair value of an option to acquire the entire share
capital of Enneurope Holdings Limited which was exercised on 11 February 2011 (note 29).
15 Non-current assets held for resale
2010 2009
£’000 £’000
Assets held for resale 400 -
Assets held for resale, acquired on 6 September 2010, represent the fair value of minerals, property, plant and equipment less associated
costs of sale of the Group’s site at De Lank in Cornwall. On acquisition of Breedon Holdings Limited, assets held for resale also included
£400,000 in respect of Wentbridge. This site was sold on 13 October 2010 for £400,000, £50,000 being payable on completion and
£350,000 being deferred.
16 Interest-bearing loans and borrowings
This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings. For more information
about the Group’s exposure to interest rate risk (note 21).
2010 2009
£’000 £’000
Non-current liabilities
Secured bank loans 67,033 -
Finance lease liabilities 21,424 -
88,457 -
Current liabilities
Secured overdrafts 1,598 -
Current portion of finance lease liabilities 5,497 -
7,095 -
As part of the acquisition of Breedon Holdings Limited, the Group renegotiated certain of the terms of the bank loans and overdrafts
acquired with the business, principally to extend the final repayment date to September 2015, and repaid £49,982,000 of bank loans.  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.
Notes to the financial statements
(continued) Breedon Aggregates   Annual Report and Accounts 2010 51
16 Interest-bearing loans and borrowings (continued)
Finance lease liabilities
Finance lease liabilities are payable as follows:
2010 2009
Minimum Minimum
lease lease
payments Interest Principal payments Interest Principal
£’000 £’000 £’000 £’000 £’000 £’000
Less than one year 7,202 1,705 5,497 ---
Between one and five years 22,783 3,132 19,651 ---
More than five years 1,855 82 1,773 ---
31,840 4,919 26,921 ---
Finance leases are secured on the underlying asset and are for periods of up to 7 years.
Net debt 
Net debt comprises the following items:
2010 2009
£’000 £’000
Cash and cash equivalents 3,294 11,866
Current borrowings (7,095) -
Non-current borrowings (88,457) -
(92,258) 11,866
17 Trade and other payables
2010 2009
£’000 £’000
Trade payables 10,443 -
Other payables and accrued expenses 13,907 180
Other taxation and social security costs 4,022 -
28,372 180 Breedon Aggregates   Annual Report and Accounts 2010 52
18 Provisions
Restoration Property Total
£’000 £’000 £’000 
At 1 January 2010 ---
Amounts arising from business combinations (note 27) 3,901 2,908 6,809
Utilised during the period (42) (18) (60)
Unwinding of discount 49 - 49
At 31 December 2010 3,908 2,890 6,798
Non-current 3,908 2,730 6,638
Current - 160 160
3,908 2,890 6,798
Restoration provisions 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.
Property provisions comprise provisions for continued obligations for dilapidations, environmental requirements and onerous leases.
These obligations will be settled within the normal operating cycle.
19 Capital and reserves
Stated capital
Ordinary shares Ordinary shares
2010 2009
Number Number
Issued ordinary shares at beginning of year 136,000,000 136,000,000
Issued in connection with acquisition 417,666,667 -
Issued in connection with employee bonus issue 336,500 -
554,003,167 136,000,000
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.
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 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 12.0 pence per share to Simon Vivian and Ian Peters as part of their deal bonus on completion of the acquisition.
On 9 November 2010, 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.
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 Black-Scholes model at a value of £2,369,000. They are exercisable  at any time until 2
September 2017.
Notes to the financial statements
(continued) Breedon Aggregates   Annual Report and Accounts 2010 53
20 Employee benefits
Pension plans
The Group operates a defined contribution pension scheme.
The pension charge represents contributions payable to The Ennstone Group Pension Scheme of £265,000 (2009: £nil). Contributions
outstanding at 31 December 2010 amounting to £109,000 (2009: £nil) are included in payables.
The Group holds assets and liabilities in respect of defined contribution benefits. These are equal and are not disclosed.
Share based payments
2010 2009
£’000 £’000
Equity settled deal bonus 120 -
Equity settled bonus to all employees 51 -
Management participation shares 10 1
Employee share based payments (note 5) 181 1
Marwyn participation shares 10 -
Total share based payments 191 1
Equity settled bonuses
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. Additionally the Company issued 336,500 ordinary shares at 15.25 pence per share in
connection with a bonus issued 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.
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
During the year, the vesting conditions were amended. The Participation Shares are subject to a vesting period ending on 6 September
2013 (previously 6 June 2011). If however, the Growth Condition is not met on 6 September 2013 (previously 6 June 2011), 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 following table: Breedon Aggregates   Annual Report and Accounts 2010 54
20 Employee benefits (continued)
Management Participation Shares issued to employees:
Participation in Number of Nominal value
increase in Issue Participation of Participation 
Shareholder Value price Shares Shares
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:
Issued to: 
Participation in Number of Nominal value
increase in Issue Participation of Participation 
Shareholder Value price Shares Shares
Marwyn Management Partners LP 10% £0.10 10,000 £1,000
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, the fair value of the
Participation Shares was calculated using a binominal 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, £20,000
(2009: £1,000) has been recognised as an expense in the Statement of Comprehensive Income in respect of Participation Shares.
The binominal valuation model uses the following assumptions:
Date of modification 26 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%
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.
Notes to the financial statements
(continued) Breedon Aggregates   Annual Report and Accounts 2010 55
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
2010 2009
£’000 £’000
Receivables 25,946 11
Financial instruments:
Derivatives 317 -
Option 259 -
Cash and cash equivalents 3,294 11,866
29,816 11,877
The 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
2010 2009
£’000 £’000
England 10,265 -
Scotland 12,128 -
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. The credit risk is therefore considered to be low.
The ageing of trade receivables at the reporting date was:
2010 2009
Gross Impairment Gross Impairment
£’000 £’000 £’000 £’000
Not past due 17,416 (157) --
Past due 0-30 days 3,379 - --
Past due 31-60 days 1,337 (225) --
Past due more than 60 days 1,256 (613) --
23,388 (995) -- Breedon Aggregates   Annual Report and Accounts 2010 56
21 Financial instruments (continued)
The movements in provisions for impairments of trade receivables are as follows:
2010
£’000 
At 1 January 2010 -
Arising from business combinations 1,264
Charged to the Consolidated Income Statement during the year 85
Utilised during the year (354)
At 31 December 2010 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 2010
CarryingContractual Within More than
amount cash flows one year 1-5 years 5 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 24,350 24,350 24,350 - -
UK secured overdrafts 1,598 1,598 1,598 - -
119,902 136,628 35,580 99,193 1,855
31 December 2009
CarryingContractual Within More than
amount cash flows one year 1-5 years 5 years
£’000 £’000 £’000 £’000 £’000
Non-derivative financial liabilities -----
UK secured bank loans - - - - -
Finance lease liabilities - - - - -
Other liabilities - - - - -
UK secured overdrafts - - - - -
-----
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 interest rates. The Group operations trade entirely in their functional
currencies and accordingly, no translation exposures arise in trade receivables or trade payables.
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 1.5% until 30 September 2011,
2.0% until 28 September 2012 and 2.5% until 31 March 2013. At 31 December 2010, the Group had an interest rate cap with a notional
contract amount of £64,500,000 (2009: £nil).
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 2010
was an asset of £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.
Notes to the financial statements
(continued) Breedon Aggregates   Annual Report and Accounts 2010 57
21 Financial instruments (continued)
At the reporting date the interest rate profile of the Group’s interest-bearing financial instruments was:
Carrying amount
2010 2009
£’000 £’000
Fixed rate instruments
Financial liabilities (26,921) -
Variable rate instruments
Financial liabilities* (68,631) -
Financial assets 3,294 11,866
(92,258) 11,866
* Variable rate financial liabilities include £64,500,000 (2009: £nil) 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 £626,000. A decrease of 100 basis points would have increased equity and income and
expenditure for a full year by £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 table below 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
2010 
Level 1 Level 2 Level 3 Total
£’000 £’000 £’000 £’000
Derivative financial asset - 317 259 576
2009 
Level 1 Level 2 Level 3 Total
£’000 £’000 £’000 £’000
Derivative financial asset ----
The Level 3 financial asset is 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 has been valued at the year end with the increase in value being
taken through non-underlying administrative expenses. At 31 December 2010, the Group did not have any liabilities classified at Level 1
in the fair value hierarchy. There have been no transfers in any direction in the year. Breedon Aggregates   Annual Report and Accounts 2010 58
21 Financial instruments (continued)
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 a minimum underlying EBITDA, interest cover and, with
effect from September 2011, cash flow cover. The Group complied with these covenants at 31 December 2010.
22 Operating leases
Total non-cancellable operating lease rentals are payable as follows:
2010 2009
Land and Land and
buildings Other buildings Other
£’000 £’000 £’000 £’000
Less than one year 877 88 --
Between one and five years 2,827 219 --
More than five years 8,475 - - -                   
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 four years.
23 Capital commitments
During the year ended 31 December 2010, the Group entered into contracts to purchase property, plant and equipment for £173,000
(2009: £nil). These commitments are expected to be settled in the following financial year.
24 Related parties
During the period, 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 period:
Revenue Purchases Receivables Payables
£’000 £’000 £’000 £’000 
BEAR Scotland Limited 2,344 47 489 -
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 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
Notes to the financial statements
(continued) Breedon Aggregates   Annual Report and Accounts 2010 59
24 Related parties (continued)
Marwyn Partners Limited was paid £60,000 (2009: £60,000) (excluding VAT) in respect of office accommodation and Marwyn Capital LLP
was paid £180,000 (2009: £180,000) in respect of corporate finance and administrative services. In addition, 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 £14,626 (2009: £10,000) in respect of James Corsellis’s services as a non-executive director. At the year end, Marwyn Partners
Limited and Marwyn Capital LLP were owed an amount of £12,751 (2009: £10,000) and £36,834 (2009: £30,000) respectively in respect
of services supplied during the year.
At the year end, Marwyn Value Investors LP held 146,223,698 (2009: 50,010,000) 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’ Remuneration Report on pages 25 to 28.
25 Earnings per share
The calculation of earnings per share is based on the loss for the year attributable to ordinary shareholders of £5,883,000 (2009:
£829,056) and on the weighted average number of ordinary shares in issue during the period.
The calculation of underlying earnings per share is based on the loss for the year attributable to ordinary shareholders, adjusted to add back
the non-underlying items, of £1,571,000 (2009: £829,056) and on the weighted average number of ordinary shares in issue during the period.
Diluted earnings per ordinary share reflects the effect of outstanding dilutive warrants.
Reconciliations of the weighted average number of shares used in the calculations are shown below:
Number of shares
2010 2009
Equity shares
For basic earnings per share 268,785,839 136,000,000
Share warrants 3,456,409 -
Participation Shares - -
For diluted earnings per share 272,242,248 136,000,000
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 £412,000 (2009: £nil).
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 2010 amounted to £1,800,000 (2009: £nil).
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.
At the date of the acquisition of the businesses set out in note 27, none of the above contingent liabilities had a material fair value.
27 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 underlying trading results of the Group are attributable to the above acquisition (with the exception of £978,000 of
administrative 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 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. Breedon Aggregates   Annual Report and Accounts 2010 60
27 Acquisitions (continued)
The fair value of the consideration paid and the consolidated net assets acquired, together with the goodwill arising in respect of this
acquisition, is as follows:
Book value Fair value Fair value on
adjustments acquisition
£’000 £’000 £’000
Mineral reserves and resources 82,882 (12,197) 70,685
Land and building 23,915 (245) 23,670
Plant and equipment 63,601 (5,350) 58,251
Intangibles – other - 419 419
Investment in associates 1,598 57 1,655
Inventories 7,644 333 7,977
Trade and other receivables 29,573 223 29,796
Non-current asset for resale - 800 800
Cash and bank overdrafts (9,160) - (9,160)
Trade and other current payables (29,312) (427) (29,739)
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)
Property (2,381) (527) (2,908)
Deferred tax liabilities (3,000) (2,204) (5,204)
Non-controlling interests (84) - (84)
Total 20,105 (19,224) 881
Consideration:
Cash 2,250
Fair value of warrants issued (note 19) 2,369
4,619
Goodwill 3,738
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 provisional 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.
Notes to the financial statements
(continued) Breedon Aggregates   Annual Report and Accounts 2010 61
27 Acquisitions (continued)
The goodwill arising represents the geographic location of the assets acquired and the skills of the existing workforce.
The Group incurred acquisition related costs of £3,794,000 relating principally 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 are 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 effected 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 the residual excess
of consideration over net asset value, being goodwill arising, are then identified which in the case of the recent acquisition has resulted
mainly from assembled workforce and geographical advantages.
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.
Share based payments
In valuing the share based payments charged in the Group’s accounts, the Company has used a binominal 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.
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.
Deferred taxation
Deferred taxation has been estimated using the best information available, including seeking the opinion of independent experts where
applicable (note 12).
29 Subsequent events
At the year end, a call option was excercisable over the shares in Enneurope Holdings Limited with a gain in the fair value of the option of
£259,000 being recognised. Enneurope Holdings Limited is the holding company of Enneurope Limited, which sold its interests in its
Polish operations in November 2010. On 11 February 2011, the Group exercised this option acquiring the entire issued share capital of
Enneurope Holdings Limited for a consideration of £1. On exercise of the option, the fair value of the net assets acquired was consistent
with the fair value of the option at the year end.
On 25 March 2011, an agreement was reached to sell De Lank Quarry in Cornwall, a site held as a non-current asset held for resale at the
year end, for £365,000 before associated costs of sale.  Breedon Aggregates   Annual Report and Accounts 2010 62
Notice of Annual General Meeting
BREEDON AGGREGATES
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 at Elizabeth House, 9
Castle Street, St Helier, Jersey, JE2 3RT on Monday, 23 May 2011 at 2.00 pm 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 and 8 will be proposed as special resolutions:- 
ORDINARY BUSINESS
Ordinary Resolutions
1. THAT the financial statements of the Company for the year ended 31 December 2010, 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.
4. TO re-appoint Ian Peters as a director of the Company.
5. TO re-appoint Susie Farnon as a director of the Company.
6. TO re-appoint Peter Tom CBE as a director of the Company.
SPECIAL BUSINESS
Special Resolutions
7. THAT the rules of the Breedon Aggregates Performance Share Plan 2011 (the "Plan") produced to
the meeting and initialled by the Chairman of the meeting for the purpose of identification and
summarised in the Appendix to this document be approved and the Directors be authorised to:
(i) make such modifications to the Plan as they may consider appropriate for the implementation
of the Plan and to adopt the Plan as so modified and to do all such other acts and things as they
may consider appropriate to implement the Plan; and
(ii) establish further plans based on the Plan but, modified to take account of local tax, exchange
control or securities laws in overseas territories, provided that any shares made available under
such further plans are treated as counting against the limits on individual or overall participation
in the Plan.
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: Breedon Aggregates   Annual Report and Accounts 2010 63
(a) the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is
27,700,158 (being 5% of the share capital of the Company in issue as at 18 April 2011);
(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 expiration and may make a purchase of Ordinary Shares in pursuance of any such contract
or contracts after its expiration.
By order of the Board
Breedon Aggregates Limited
18 April 2011
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 Form of Proxy 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 meeting 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 a proxy to speak on his or her behalf at the meeting, he or she will need to appoint his or her 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 a member to vote at the meeting without having to be present at the meeting, but will not preclude that member
from attending the meeting and voting in person if he or she should subsequently decide to do so.  Breedon Aggregates   Annual Report and Accounts 2010 64
Notice of Annual General Meeting (cont) 
BREEDON AGGREGATES
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 being 2.00 pm on 21 May 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 2.00 pm on 21 May 2011 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 at 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 at any adjournment thereof. Breedon Aggregates   Annual Report and Accounts 2010 65
Operation
The Remuneration Committee of the Board 
(the “Committee”) will supervise the operation of
the Plan.
Eligibility
Any employee (including an executive director) of
the Company and its subsidiaries will be eligible
to participate in the Plan at the discretion of the
Committee.
Grant of awards 
The Committee may grant awards to acquire
Ordinary Shares in the Company (“Shares”) within
six weeks following the Company’s announcement
of its results for any period.  The Committee may
also grant awards within six weeks of the Plan
being adopted by the Board or at any other time
when the Committee considers there are
exceptional circumstances which justify the
granting of awards. It is intended that the first
awards will be made shortly following the adoption
of the Plan.
The Committee may grant awards as conditional
Shares or as nil (or nominal) cost options.  The
Committee may also decide to grant cash-based
awards of an equivalent value to share-based
awards or to satisfy share-based awards in cash,
although it does not currently intend to do so. 
An award may not be granted more than 10 years
after shareholder approval of the Plan.
No payment is required for the grant of an award.
Awards are not transferable, except on death.
Awards are not pensionable.
Individual limit
An employee may not receive awards in any
financial year over Shares having a market value
in excess of 250 per cent of his annual base salary
in that financial year. 
Performance conditions
The vesting of awards granted to executive
directors and other senior executives will be
subject to performance conditions set by the
Committee.  Awards may be granted to other, less
senior employees without performance conditions
being imposed.
For the initial awards to be granted in 2011, a
share price target will be operated. 
Awards will only vest if the Company's share price
growth (plus dividends reinvested) is equal to or
greater than 12.5% per annum measured from 6
September 2010 (being the date on which
Marwyn Materials Limited's reverse takeover of
Breedon Holdings Limited became effective) over
a period of time ending on or after 6 September
2013 but no later than 6 September 2015. 
The Committee can set different performance
conditions from that described above for future
awards provided that, in the reasonable opinion of
the Committee, the new conditions are not
materially less challenging in the circumstances
than those described above.
The Committee may also vary any performance
condition applying to existing awards if an event
has occurred which causes the Committee to
consider that it would be appropriate to amend the
performance condition, provided the Committee
considers the varied condition is fair and reasonable
and not materially less challenging than the original
condition would have been but for the event in
question.
Vesting of awards
Awards granted to the executive directors and other
senior executives will normally vest three years after
grant (although the Committee may set shorter or
longer vesting periods prior to grant) to the extent
that any applicable performance condition has been
satisfied. The participant must also remain employed
in the Company's group for their award to vest.
SUMMARY OF THE PRINCIPAL TERMS OF THE BREEDON AGGREGATES PERFORMANCE
SHARE PLAN 2011 (the “Plan”) 
Appendix to the 
Notice of Annual General Meeting
BREEDON AGGREGATES Breedon Aggregates   Annual Report and Accounts 2010 66
Appendix to the 
Notice of Annual General Meeting (cont) 
BREEDON AGGREGATES
Awards granted as nil (or nominal) cost options are
then exercisable up until the tenth anniversary of
grant unless they lapse earlier.
Dividend equivalents
The Committee may decide that participants will
receive a payment (in cash and/or Shares) on or
shortly following the transfer of shares in
satisfaction of their award of an amount based on
the dividends that would have been paid on those
Shares between the time when the awards were
granted and the time when they vest.  This amount
may assume the reinvestment of dividends.  
Leaving employment
As a general rule, an award will lapse upon a
participant ceasing to hold employment or be a
director within the Company's group.  
However, if a participant ceases to be an
employee or director in the Company’s group
because of his death, ill-health, injury, disability,
retirement, his employing company or the
business for which he works being sold out of the
Company’s group or in other circumstances at the
discretion of the Committee, then his award will
normally vest on the date on which it would have
vested if he had not ceased such employment or
office, subject to: (i) the performance condition
being satisfied at that time; and (ii) the pro-rating
of the award to reflect the period of time between
its grant and the date of cessation of employment,
although the Committee can decide not to pro-rate
an award if it regards it as inappropriate to do so in
the particular circumstances.  
If a participant ceases to be an employee or
director in the Company's group for one of the
“good leaver” reasons specified above, the
Committee can decide that his award will vest on
the date of cessation of employment or office,
subject to (i) the extent to which the performance
condition has been satisfied by reference to the
date of cessation; and (ii) the pro-rating of the
award by reference to the time of cessation as
described above. 
Awards structured as nil (or nominal) cost options
will be exercisable for a period of 12 months from
the date of vesting. Any such options which have
already vested (but which have not been
exercised) on the date of cessation of
employment will be exercisable for 12 months
from the date of cessation. 
Corporate events
In the event of a takeover or winding up of the
Company (not being an internal corporate
reorganisation) all awards will vest early subject
to: (i) the extent that any performance condition
has been satisfied at that time; and (ii) the pro-
rating of the awards to reflect the reduced period
of time between their grant and vesting, although
the Committee can decide not to pro-rate an
award if it regards it as inappropriate to do so in
the particular circumstances. 
In the event of an internal corporate reorganisation,
awards will be replaced by equivalent new awards
over shares in a new holding company unless the
Committee decides that awards should vest on the
basis which would apply in the case of a takeover.
If a demerger, special dividend or other similar event
is proposed which, in the opinion of the Committee,
would affect the market price of Shares to a
material extent, then the Committee may decide
that awards will vest on the basis which would
apply in the case of a takeover as described above.
Participants’ rights 
Awards will not confer any shareholder rights until
the awards have vested or the options have been
exercised and the participants have received their
Shares.   Breedon Aggregates   Annual Report and Accounts 2010 67
Rights attaching to Shares
Any Shares allotted when an award vests or is
exercised will rank equally with Shares then in
issue (except for rights arising by reference to a
record date prior to their allotment).  
Variation of capital
In the event of any variation of the Company’s
share capital or in the event of a demerger,
payment of a special dividend or similar event
which materially affects the market price of the
Shares, the Committee may make such
adjustment as it considers appropriate to the
number of Shares subject to an award and/or the
exercise price payable (if any).  
Overall limits
The Plan may operate over new issue Shares,
treasury Shares or Shares purchased in the market. 
In any ten calendar year period, the Company may
not issue (or grant rights to issue) more than 10
per cent of the issued ordinary share capital of the
Company under the Plan and any other employee
share plan adopted by the Company.
Treasury Shares will count as new issue Shares
for the purposes of these limits unless institutional
investors decide that they need not count.  
Alterations to the Plan
The Committee may, at any time, amend the Plan
in any respect.
Documents on display
A copy of the draft rules of the Plan will be
available for inspection at the offices of Hewett
New Bridge Street, 6 More London Place, London
SE1 2DA during normal business hours on any
weekday (Saturdays and English public holidays
excepted) until the close of the Annual General
Meeting and at the place of the Annual General
Meeting for at least 15 minutes prior to and during
the Annual General Meeting. Breedon Aggregates   Annual Report and Accounts 2010 68
Registrar and Transfer office
The address of the Company’s Registrar, to which all enquires concerning shareholdings should be
addressed, is Capita IRG Plc, 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.  Enquiries from outside the UK should be made to +44 208 639 3399. 
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
Shareholder Information
BREEDON AGGREGATES Highlights of the year 1
The Breedon Aggregates Product Chain 2-3
Our Areas of Operation 4-5
Chairman’s Statement 6-7
Chief Executive’s Review 8-11
Financial Review 12-15
Directors 16-17
Directors’ Report 18-21
Corporate Governance 22-24
Directors’ Remuneration Report 25-28
Statement of Directors’ Responsibilities 29
Independent Auditor’s Report to the Members 30-31
Consolidated Income Statement 32
Consolidated Statement of Comprehensive Income 33
Consolidated Statement of Financial Position 34
Consolidated Statement of Changes in Equity 35
Consolidated Statement of Cash Flows 36
Notes to the Financial Statements 37-61
Notice of Annual General Meeting 62-64
Appendix to the Notice of Annual General Meeting 65-67
Shareholder Information 68
CONTENTS
Breedon Aggregates is the UK’s largest independent aggregates
business after the five global majors. We operate 23 quarries, 
18 asphalt plants and 27 ready-mixed concrete plants in England
and Scotland.
Breedon Aggregates was created in September 2010 following
the reverse takeover of Breedon Holdings Limited, which had
acquired certain assets from the former Ennstone plc, by
specialist building materials company Marwyn Materials Limited.
We have around 180 million tonnes of mineral reserves and
resources in the UK, providing an estimated life of approximately
50 years at current output levels. (Mineral reserves are defined as
reserves which are owned, controlled and planned, whereas resources
are controlled by the Group but are subject to planning consent).
Breedon Aggregates’ strategy is to grow through consolidation of
the UK heavyside building materials sector. We are listed on the
Alternative Investment Market of the London Stock Exchange.
Breedon Aggregates   Annual Report and Accounts 2010 Breedon Aggregates   Annual Report and Accounts 2010 Essential Products
Scarce Resources
Annual Report and Accounts 2010
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
BREEDON AGGREGATES Annual Report and Accounts 2010 Essential Products Scarce Resources