Full Year Results and Notice of AGM
Summary by AI BETAClose X
(EPIC: SRC / Market: AIM / Sector: Construction Materials)
16 March 2026
SIGMAROC PLC
('SigmaRoc', the 'Company' or the 'Group')
Audited full year results for year ended 31 December 2025
Record results and new, improved financing facility create platform for growth
Notice of AGM, Analyst briefing and Investor Presentation
SigmaRoc, a leading European lime and minerals group, is pleased to announce its audited results for the year ended 31 December 2025.
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Statutory results |
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Underlying1 results |
||||
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31 December 2025 |
31 December 2024 |
YoY change |
|
31 December 2025 |
31 December 2024 |
YoY change |
|
Revenue6 |
£1,035.9m |
£997.6m |
+3.8% |
|
£1,035.9m |
£997.6m |
+3.8% |
|
EBITDA6 |
£243.2m |
£180.1m |
+35.0% |
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£262.2m |
£224.6m |
+16.7% |
|
EBITDA margin6 |
23.5% |
18.1% |
+30.0% |
|
25.3% |
22.5% |
+12.4% |
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Profit before tax6 |
£98.9m |
£45.8m |
+115.9% |
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£154.0m |
£117.6m |
+31.0% |
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EPS6 |
7.28p |
2.10p |
+246.7% |
|
10.51p |
8.35p |
+25.9% |
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Net debt2 |
|
|
|
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£472.4m |
£509.5m |
-7.3% |
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Covenant Leverage |
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|
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1.80x |
2.09x |
-13.9% |
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ROIC7 |
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12.2% |
11.5% |
+6.1% |
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FCF3 |
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|
|
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£133.8m |
£113.0m |
+18.4% |
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FCF Conversion4 |
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51.0% |
50.3% |
+1.4% |
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Proforma statutory results5 |
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Proforma underlying results5 |
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31 December 2025 |
31 December 2024 |
YoY change |
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31 December 2025 |
31 December 2024 |
YoY change |
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Revenue |
£1,028.9m |
£1,039.0m |
-1.0% |
|
£1,028.9m |
£1,039.0m |
-1.0% |
|
EBITDA |
£243.2m |
£185.1m |
+31.4% |
|
£261.7m |
£242.0m |
+8.1% |
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EBITDA margin |
23.6% |
17.8% |
+32.7% |
|
25.4% |
23.3% |
+9.2% |
1 Underlying results are stated before acquisition related expenses, certain finance costs, redundancy and reorganisation costs, impairments, amortisation of acquisition intangibles and share option expense. Underlying results include continuing and discontinued operations. References to an underlying profit measure throughout this Annual Report are defined on this basis. Non-underlying items are described further in the Chief Financial Officer's report. These measures are not defined by UK IAS and therefore may not be directly comparable to similar measures adopted by other companies.
2 Net debt including IFRS 16 lease liabilities.
3 Free Cash Flow takes net cash flows from operating activities and adjusts for CapEx excluding IFRS 16 leases and growth capex, net interest paid, and for the underlying result further adjusts for net non-underlying expenses paid and working capital payments relating to pre-acquisition accruals or purchase price adjustments.
4 Free Cash Flow Conversion is FCF relative to underlying EBITDA.
5 Proforma calculation includes all continuing operations in full for 2025 and 2024 on an underlying basis.
6 The 2024 results include continuing and discontinued operations which is consistent with the figures reported in 2024 annual report.
7 Return on invested capital is the net operating profit after tax / average invested capital.
FINANCIAL HIGHLIGHTS
Strong delivery ahead of original consensus
Financial performance including full year contribution from UK and Poland acquisitions:
· Revenue 4% higher year-on-year ('YoY') at £1,036m (FY24: £998m) with pricing and mix benefits offsetting lower volumes;
· Underlying1 EBITDA up over 16% YoY to £262m (FY24: £224.6m);
· Underlying1 EBITDA margin up 280bps YoY to c.25.3%, reflecting strong cost discipline and synergy delivery;
· Underlying1 EPS 10.5p, 10% ahead of previous guidance and 26% higher YoY;
· FCF3 up 18% to £134m FCF with 51% FCF conversion;
· FY25 covenant leverage 1.8x (FY24: 2.1x), supported by continued strong cashflow;
· ROIC7 improved 70bps to 12.2%;
· FY26 is expected to benefit from the German infrastructure stimulus and improving sentiment in selected end-markets, including steel and residential.
Pro-forma highlights5
· Revenue decreased by 1% to £1,029m due to overall volume reduction;
· Underlying1 EBITDA rose by 8% YoY, driven by strong synergy execution and cost discipline;
· Underlying1 EBITDA margin improved by 210bps to 25.4% reflecting self-help initiatives and cost control.
Volumes and market conditions
· Consistent with H1, core volumes down 3% YoY, reflecting softer construction and steel markets;
· Through planned synergy initiatives on plant network and commercial optimisation, overall volumes reduced by a further 6.8% as per prior announcements;
· The Group continues to see encouraging signs across a number of markets;
· UK & Ireland delivered a strong year through disciplined execution across manufacturing, aggregates and lime;
· Belgium and the Netherlands continue to show signs of recovery, finishing the year positively across both dimensional stone and aggregates;
· In Germany, signs of optimism continue, ending the year stronger than anticipated. Increased residential planning approvals provide encouragement for the year ahead;
· The Nordics delivered a robust result for the year through excellent cost control, with stability in most segments and the first signs of recovery in construction visible towards the year end.
Synergies programme
· The Group has achieved its minimum target of €40m recurring synergies, two years ahead of schedule;
· These synergies have lifted Group EBITDA from £238m at the time of the CRH asset acquisition to £262m at FY25, and have offset £17m of volume-related EBITDA loss;
· Further improvement will be delivered through continued self-help and optimisation initiatives;
· As a result, the Group considers its synergies programme as having achieved its initial objectives while continuing to drive efficiency improvements through its self-help programmes.
Divestments
· The Group has agreed the sale of three businesses, for total proceeds of c.£18m, at an aggregate multiple of c.7.5x LTM EBITDA;
· The divestments consisted of a mortar operation in Germany, a ready-mix business in France and a quarry and aggregates washing installation in the UK;
· The divestments reflect portfolio optimisation, with the assets transferred to owners better positioned to develop them;
· Following the completion of these divestments, the Group has formally closed its divestment programme, whilst continuing to monitor whether it remains the best owner of its portfolio assets.
Refinancing
· The Group has received commitment letters for a refinancing of its principal banking arrangements with an increased facility of up to €825m on investment grade terms;
· The new facility will deliver significant additional capacity within a principally RCF led, unsecured structure, to support the funding of future acquisitions.
Ventures
· SkreenHouse, SigmaRoc's venture investments arm, has been active since inception, with over 250 projects reviewed, 74 active follow-ups, 10 due diligence and 8 investments, including the following in 2025:
o Konkrete: technology that connects suppliers and transporters to deliver faster, cheaper and more efficient service to construction sites;
o Adaptavate: sustainable construction materials that reduce carbon footprint through biobased and renewable products.
Sustainability / ESG
· The Group maintained its CDP Climate Change rating of B in 2025, reflecting continued strong performance in climate-related risk management and disclosure; CDP Water Security rating improved from C to B;
· We have started the programme to convert our kilns to biofuel with the conversion of a lime kiln in Czechia representing tangible progress in decarbonising the kiln network;
· The Group increased its fossil-free electricity share from 71% to 86%, supporting continued reduction in Scope 2 emissions.
Investor engagement
· The Group's inaugural Capital Markets Day in May was well attended, and a number of site visits and investor events were held throughout the year to support investor understanding of the business;
· In 2025 SigmaRoc welcomed a number of new institutions and other investors to the shareholder register and is grateful to all shareholders for their continued support.
Outlook
· The Group expects 2026 to benefit from a number of structural trends, underpinning its strong position in the European lime and limestone markets;
· Extreme winter conditions slowed the start of the construction season in certain regions like Poland and Belgium, but sector activity has since recovered;
· Cost management remains a core focus generally;
· The German stimulus is expected to support industrial activity and construction demand across our Central Region, with improvement currently expected from H2 onwards;
· Measures including tariffs are expected to improve conditions in the European steel industry, again with the recovery felt more strongly from H2;
· Increased European defence spending is expected to provide additional support across steel, construction and related end-markets;
· Housing at cyclical lows with significant shortfall in European housing stock;
· Growth in data centre, AI and green economy investments provide further opportunities for our construction materials segment;
· SigmaRoc continues to keep the Middle-East situation under review. The Group has a number of strategies in place that naturally mitigate the effects of any energy price volatility, with long-term hedges in place for a significant portion of energy costs, an ability to switch energy sources across the kiln network, and pass-through mechanisms in place for energy intensive products.
Notice of Annual General Meeting
SigmaRoc is also pleased to provide notice that its Annual General Meeting ('AGM') will be held at 3:00pm on Thursday, 30 April 2026 at Durrants Hotel, 26-32 George Street, London, W1H 5BJ.
Copies of the Notice of AGM, together with the Form of Proxy and Annual Report will be posted to shareholders in due course and within our required notice periods.
Max Vermorken, CEO, commented:
"It is with deep thanks to our staff for their hard work and to our shareholders for their continued support that we present a set of fantastic results for the year 2025. These results demonstrate the quality of our business, the agility of our business model and the resourcefulness of our teams. They show the company is now well set up for its next chapter, to scale and take advantage of the many cyclical and structural tailwinds which are starting to emerge in Europe.
Some of these tail winds are starting to become apparent throughout the Group. Some will need a bit more time to materialise. We are confident however, seeing how the Group was able to handle incredibly uncertain times in the past, that it is now positioned to be able to take advantage of tailwinds, mitigate headwinds and deliver success and results for shareholders."
END
The full text of the statement is set out below, together with detailed financial results, and will be available on the Company's website at www.sigmaroc.com.
Analyst Briefing
SigmaRoc will host a hybrid presentation for analysts on Monday, 16 March 2026 at 8.00 GMT. For more details and to register to attend please contact ir@sigmaroc.com.
Private Investor Presentation
SigmaRoc is pleased to announce that its Chairman, David Barrett, its Chief Executive Officer, Max Vermorken, and its Chief Financial Officer, Jan Van Beek, will provide a live presentation to private investors reviewing the FY25 Results and prospects via Investor Meet Company on Monday, 16 March 2026 at 11.00 GMT.
The presentation is open to all existing and potential shareholders. Questions can be submitted before the event and at any time during the live presentation. Investors can sign up to Investor Meet Company for free and add to meet SigmaRoc via:
https://www.investormeetcompany.com/sigmaroc-plc/register-investor
Investors who already follow SigmaRoc on the Investor Meet Company platform will automatically be invited.
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For further information, please contact:
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SigmaRoc plc Max Vermorken (Chief Executive Officer) Jan van Beek (Chief Financial Officer) Tom Jenkins (Head of Investor Relations)
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Tel: +44 (0) 207 002 1080
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Panmure Liberum (Nomad and Co-Broker) Scott Mathieson / John More / Dru Danford
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Tel: +44 (0) 203 100 2000
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Deutsche Numis (Co-Broker) Richard Thomas / Hannah Boros
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Tel: +44 (0) 207 260 1000
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CHAIRMAN'S STATEMENT
I am pleased to present SigmaRoc's Annual Report for the year ended 31 December 2025. Following a transformational 2024 for SigmaRoc with the Lime Acquisitions, 2025 was a year of integration, delivery and discipline. Our focus was on embedding the acquired businesses, realising synergies and strengthening the Group's operating platform. This secured our position as a European leader in lime and limestone, delivered a strong financial performance despite market headwinds and supported further progress on our sustainability objectives.
Delivery matters
The year was characterised by disciplined operational management. We optimised our operations to ensure the Group was well positioned for what was a challenging year across many of our markets, whilst also preparing the business to benefit from the volume recovery that typically follows a cyclical downturn. We also positioned the business to capitalise on the anticipated increase in infrastructure spending in our Central Region driven by the nascent but hugely significant German stimulus programme. In parallel, we have also continued to invest in our existing assets, enhancing operational efficiency and extending the life of our quarries.
Our financial results for the year ended 31 December 2025 reflect the successful execution of our strategy. Revenue increased by 3.8% to £1,035.9 million, with underlying EBITDA up 16.7% to £262.2 million and EPS increasing by 25.9%. On a proforma basis underlying EBITDA increased 8.1%, reflecting strong cost discipline and synergy delivery. This strong performance demonstrates the resilience of our business model and the dedication of our management teams across all regions.
Good strategic progress
Following on from the 2024 acquisitions, 2025 was a year in which we fully integrated the new businesses and delivered on our synergy programme. This progress was achieved in a market that remained unhelpful from a volume perspective, primarily due to continued softness in the residential construction and steel markets.
Our enhanced geographical footprint and enhanced product offering, enabling us to serve a diverse customer base across broad end markets, was key to the successful delivery of a result for the year ahead of market expectations.
Lime and limestone are essential to modern industry and daily life and are key resources in the transition to a more sustainable economy. While these minerals are not widely recognised as vital resources, they are essential to numerous industrial processes and will only become more integral in the years to come. Lime, in particular, stands out as the most cost-effective alkali, enabling essential chemical reactions that support a wide range of industries. This unique versatility and affordability make lime and limestone central to our operations and to our long-term vision.
Capital markets day
In May we delivered our inaugural capital markets day to a full house of shareholders and advisers, both in person and online. The event was well received, attended by over 70% of our shareholders, providing them with an outline of our 5-year plan, along with a comprehensive update on the lime and limestone business, its markets and prospects.
Governance
Whilst 2024 represented a year of change, with a new CFO and two additional independent NEDs, plus various updates to our committee structures to correspond with best practice, 2025 was characterised by the stability of the new team, with new members integrating successfully and providing the Board with their valuable experience and insights. We benefitted from a full attendance of all Board members to our meetings, along with their taking an active part in the Capital Markets Day, along with site visits and other events during the year. The Board remains highly engaged, not only in the formal aspects of governance, but also through active participation in investor and stakeholder engagement and I thank my colleagues for their continued commitment to SigmaRoc.
Our governance framework continues to ensure transparency, accountability and alignment with the interests of our stakeholders, reflecting our commitment to high standards and ethical business conduct.
Strategic Advisory Board
The establishment of the Strategic Advisory Board in the last quarter of 2025 will help ensure focus on the longer-term direction of the Group.
Well positioned for a recovery in our underlying markets
Looking ahead, we are well positioned in attractive markets, supported by a diversified portfolio and a clear commitment to sustainability that provides a strong foundation for continued growth.
I would like to express my gratitude to our employees for their unwavering dedication and to our customers and shareholders for their continued support. We have entered 2026 with optimism and a clear strategy to drive further growth and value creation.
David Barrett
Executive Chairman
13 March 2026
CEO's STRATEGIC REPORT
Four major acquisitions have so far marked the history of our Group since its founding in 2016. Each of these major transactions was in itself an enormous step for the business at that time. It was not always easy to follow how each next step would fit in the jigsaw puzzle being laid. As shareholders you have always supported our journey forward, support which will never be taken for granted and which will always be deeply appreciated.
From these four leaps forward emerged a better business, capable of dealing with the market turmoil from Brexit, the Ukrainian conflict, the energy crisis and the generalised economic weakness which have characterised Europe over the past years. Each new business was integrated in the year following its acquisition. Each business generated significant additional returns for our Group within twenty-four months.
The theme of this Annual Report is therefore the incredible achievement of around three thousand colleagues in fifteen countries who came together as one and delivered a result well ahead of anyone's expectations. 2025 was the year of consolidation and delivery, the year which clearly demonstrated the strength of our teams, our assets and our operating model. 2025 was also the year which validated the vision, already held decades ago, that there is a space for a leading minerals Group which delivers for its shareholders through scale, disciplined investment, operational consistency and long-term partnerships with customers, its stakeholders and local communities.
That vision, when executed well, delivers durable value. In 2025, we improved our margins, reduced our leverage and improved ROIC while volumes remained subdued. This combination tells you something important about the structural strength of this Group. We are not dependent on perfect market conditions to perform.
In 2025 we also prepared the Company for recovery in markets across Europe. Volumes will return to growth, driven by stimulus programmes and natural cyclicality in certain markets. When this growth materialises, our Group is ready to take advantage of this new reality, as it supports its customers deliver their growth ambitions.
This readiness is characterised by four important improvements we made across the year. Firstly, our Group is now fully integrated to perform as one, with an efficient asset base capable of delivering where opportunity is greatest. Secondly, we have demonstrated we can integrate and deliver value from small and large complex deals. Thirdly, our Group has demonstrated its focus on margin generation as our resource is scarce and our product offering solutions focussed. Lastly our Group has demonstrated is capital allocation strategy delivers value, as it seeks to invest where returns are highest, cycles assets where the portfolio is out of balance and manages leverage prudently across economic cycles.
The sections that follow set out in more detail how these various points helped deliver an excellent year 2025 through our financial performance, progress on strategic initiatives and what lies ahead for 2026 and beyond.
Strong financial performance
We delivered another impressive financial year, with revenue 4% higher at £1,036m, and underlying EBITDA up over 16% to £262m. The improvement in EBITDA reflected strong cost discipline and the hard work of the whole team on the synergy programme, where we delivered the minimum expectations from the CRH Lime Acquisitions two years earlier than originally planned.
On a like-for-like basis, revenue decreased by 1%, due to overall volume reduction, in part due to softer core demand, but primarily due to the result of deliberate plant network and commercial optimisation, exiting lower margin and non-core business. Underlying like-for-like EBITDA increased 8%, driven by the strong synergy execution and cost discipline.
Underlying profit before tax increased 31% to £154 million, translating into underlying EPS of 10.5p - a 26% increase year-on-year and a ninth consecutive year of growth. This performance is principally the result of the hard work of all our employees, delivering a fantastic result for our stakeholders in markets that remained challenging throughout the year.
Cashflow was strong during the year, driven by the underlying operating performance and disciplined management of capital expenditure and working capital, leading to £134m free cash flow and a reduction in leverage to 1.8x.
This robust performance reflects three things: the strength of our diversified portfolio, the successful integration of the CRH Lime Acquisitions and the consistent operational focus across the Group.
Proforma financial history
The Group has opted to present proforma revenue by market and product, together with proforma revenue and EBITDA by region, and volumes by product, in order to assist stakeholders in better understanding the enlarged Group.
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Revenue by market |
2025 |
2024 |
YoY change |
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Industrial |
£321m |
£344m |
-6.7% |
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Environmental |
£240m |
£226m |
+6.2% |
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Construction |
£468m |
£469m |
+0.2% |
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|
£1,029m |
£1,039m |
-1.0% |
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Revenue by product |
2025 |
2024 |
YoY change |
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High-grade minerals |
£734m |
£744m |
-1.4% |
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Aggregates and stone |
£120m |
£135m |
-10.8% |
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Value-added products |
£175m |
£160m |
+9.1% |
|
|
£1,029m |
£1,039m |
-1.0% |
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Sales volume by product (tonnes) |
2025 |
2024 |
YoY change |
|
High-grade minerals |
10.5mt |
10.9mt |
-3.7% |
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Aggregates and stone |
10.1mt |
12.2mt |
-17.1%1 |
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Value-added products |
1.3mt |
1.2mt |
+8.3% |
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|
21.9mt |
24.3mt |
-9.8% |
Regional proforma financial history
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UK & Ireland |
2025 |
2024 |
YoY change |
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Revenue |
£258m |
£254m |
+1.5% |
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EBITDA |
£68m |
£58m |
+17.9% |
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Western Europe |
2025 |
2024 |
YoY change |
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Revenue |
£65m |
£63m |
+2.4% |
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EBITDA |
£17m |
£15m |
+14.6% |
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Central Europe2 |
2025 |
2024 |
YoY change |
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Revenue |
£464m |
£472m |
-1.7% |
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EBITDA |
£139m |
£134m |
+3.3% |
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Nordics2 |
2025 |
2024 |
YoY change |
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Revenue |
£242m |
£250m |
-3.1% |
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EBITDA |
£53m |
£49m |
+7.3% |
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2025 |
2024 |
YoY change |
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Total Revenue |
£1,029m |
£1,039m |
-1.0% |
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Total EBITDA3 |
£262m |
£242m |
+8.1% |
1 A significant portion of this reduction is a result of planned synergy initiatives on plant network and commercial optimisation.
2 Nordkalk Estonia and Nordkalk Germany were moved to the Central Region in the current year. The FY24 figures have been reallocated to provide a LFL comparison.
3 EBITDA is stated after £15m (FY25) and £14m (FY24) corporate costs.
Key takeaways from the above information are as follows:
· The Group is well diversified across three key end markets - industrial, environmental and construction, with no end market over 50% of the Group;
· Regional performance was generally positive with all areas showing improved EBITDA;
· The UK and Western Europe delivered strong improvements in EBITDA through disciplined execution on costs and customer delivery;
· The industrial market was impacted by weaker steel and paper markets, albeit steel showed signs of a recovery towards the year end. Construction remained stable across both infrastructure and residential, with residential markets showing signs of a recovery towards the end of the year. The environmental market was robust, benefitting from a good performance in both flue gas and water treatment with stability elsewhere.
· Volume reductions in aggregates and stone reflected subdued construction markets and a focus on higher margin contracts, including the deliberate reduction of over one million tonnes of material. High-grade mineral volumes were resilient in spite of a market with weakness in steel and paper compensated for with strength in environmental areas. Concrete products and surfacing had positive years, boosting sales of value-added products which performed well.
· High-grade minerals continue to represent over 70% of sales. Typically, the end markets for high-grade minerals are characterised by large customers with exacting quality and chemical consistency expectations, a requirement for surety of supply and long-term contractual arrangements.
Clear strategic progress with synergy programme delivering ahead of schedule
This year we successfully accelerated and completed the integration of the CRH Lime Acquisitions, consolidating our lime footprint in Europe and our position as a leading supplier of essential mineral products.
The Group has achieved its minimum target of €40m recurring synergies, two years ahead of schedule. These were delivered through operational and SG&A improvements, plant network optimisation initiatives and topline growth initiatives. Execution was disciplined and consistent across regions.
Synergies have lifted Group EBITDA from £238m at acquisition to £262m in FY25 and have offset £17m of volume-related EBITDA loss. Further improvement was delivered through continued self-help and optimisation initiatives. The initial objectives of the programme have been achieved and operational discipline remains embedded across the business.
Portfolio rationalisation through disposal of non-core assets
We progressed with our divestment programme in 2025, disposing of three businesses, one expected to complete in 2026, for proceeds of £18m at an aggregate multiple of around 7.5x LTM EBITDA.
These disposals consisted of a mortar operation in Germany, a ready-mix business in France and a quarry and aggregates washing installation in the UK.
The divestments reflect portfolio optimisation, with the assets transferred to owners better positioned to develop them. Following the completion of these divestments, the Group has formally closed its divestment programme, whilst continuing to monitor whether it remains the best owner of its portfolio assets.
Strengthened safety
Safety remains non-negotiable. Our responsibility is to ensure every colleague returns home safely.
In 2025, we further strengthened the Group's H&S capability with the addition of new team members, expanding coverage and follow up. This enlarged team carried out 218 audits across the Group's expanded footprint, supporting improved oversight, consistency and learning across the business. A detailed review of our health and safety performance and progress is included in the ESG section of this report.
Committed to sustainability
Our approach to managing environmental impacts is embedded in how we operate and invest across the Group.
In 2025, we progressed our decarbonisation programme through continued deployment of alternative fuels, increased use of renewable and fossil-free electricity, and the continued advancement of decarbonisation trials across our operations. A full lime kiln in Czechia was successfully converted to biofuel, representing tangible progress in reducing emissions from our kilns.
These actions supported improved external performance, with SigmaRoc maintaining a CDP Climate Change rating of B and improving our CDP Water Security rating from C to B. We also continue to engage with and support the communities where we operate through employment, skills development and other local initiatives. Our strong values-led culture that permeates throughout the Group is described further in the About Us section of this report.
Non-financial and sustainability information statement
The Company recognises the need to report on climate change and sustainability under the Companies Act. The Group has fulfilled its requirement to report under the Companies Act throughout the ESG section of this report.
Driving innovation to support growth
We continue to innovate within our core operations. AI is being applied to optimise the efficiency of our kilns, and our network upgrade ensures compatibility with alternative fuels.
In addition to this, SkreenHouse Ventures continues to evaluate innovative sustainable buildings products, such as reduced carbon cement and concrete.
2026 has started as expected, with structural tailwinds to follow
The Group expects 2026 to benefit from a number of structural trends that directly support demand for lime and limestone across our core European markets, notwithstanding some early weather-related disruption in Germany and Poland.
On the demand side, the German stimulus is expected to support industrial activity and construction demand across our Central Region, with improvement currently expected from H2 onwards. Other measures including tariffs are expected to improve conditions in the European steel industry, again with the recovery to be felt more strongly from H2. There are already signs of the planned re-opening of European blast furnaces that had been mothballed. Increased European defence spending, along with continued investments in data centres, AI and green economy initiatives provide additional opportunities across construction, environmental and industrial end-markets.
In addition to the above, the residential market is at cyclical lows with a significant shortfall in European housing stock, which at some point will lead to an improvement in residential demand.
While the pace and timing of recovery may vary by region, the direction of travel across our markets remains constructive. The operational strengthening delivered in 2025 - margin expansion, leverage reduction and improved efficiency - positions the Group well to convert improving activity into sustainable performance.
Against this backdrop, our priorities for 2026 are clear:
- Improve safety and operating standards across all sites;
- Protect and strengthen margins through cost and capital discipline;
- Convert improving infrastructure and industrial demand into profitable growth;
- Grow selectively, both organically and through acquisitions, where long-term returns are compelling.
SigmaRoc continues to keep the Middle-East situation under review. The Group has a number of strategies in place that naturally mitigate the effects of the current energy price volatility, with long-term hedging in place for a significant portion of energy costs, an ability to switch energy sources across the kiln network, and pass-through mechanisms in place for the majority of energy intensive products.
Our focus on operational excellence, cash generation and prudent capital allocation provide resilience as these trends develop. The Board's current outlook for FY26 is therefore cautiously optimistic.
In closing, I would like to thank our employees, customers and stakeholders for their continued support and commitment to SigmaRoc's mission. Together, we are building a stronger, more sustainable future for all.
This report was approved by the Board on 13 March 2026.
Max Vermorken
Chief Executive Officer
CHIEF FINANCIAL OFFICER'S REPORT
It is an absolute pleasure to report strong financial results for the Group delivered in an ongoing challenging macro-economic climate. The Company successfully amended and restated its bridge loan with a new 5-year term facility up to €125 million through a US private placement process, we drove the acceleration of synergy results in our now integrated lime businesses, made progress with our business portfolio management and we substantially improved the profitability due to a strong focus on self-help costs initiatives. With these actions, the Company is well positioned for market segment recovery which would allow us to benefit from operating leverage in the coming years.
For the year ending 31 December 2025, the Group generated revenue of £1,035.9 million (2024: £997.6 million for continuing and discontinued operations) and underlying EBITDA of £262.2 million (2024: £224.7 million for continuing and discontinued operations). Underlying profit before taxation for the Group was £154.0 million (2024: £117.6 million for continuing and discontinued operations).
The Board monitors the activities and performance of the Group on a regular basis and uses financial indicators based on budget versus actual to assess the performance of the Group. The indicators set out below will continue to be used by the Board to assess performance over the period to 31 December 2026.
|
|
2025 £'000 |
2024 £'000 |
|
Cash and cash equivalents |
166,674 |
131,356 |
|
Revenue (Continuing and discontinued operations) |
1,035,897 |
997,614 |
|
Underlying EBITDA (Continuing and discontinued operations) |
262,247 |
224,662 |
|
Capital expenditure (inclusive of IFRS16 leases) |
96,713 |
75,017 |
|
Underlying Basic EPS |
10.51p |
8.35p |
|
Covenant Leverage |
1.8x |
2.1x |
Cash generated from operations was £205.7 million (2024: £117.0 million) with a net increase in cash of £27.9 million (2024: £80.3 million) after spending £88.3 million in net capital expenditure (net of PPE disposal) and £97.0 million in loan amortisation repayments.
Capital expenditures relate to purchases of land and minerals, new plant and machinery and improvements to existing infrastructure across the Group.
Non-underlying items
The Group's profit after tax is £120.5 million including £35.5 million relates to non-underlying items. Of this, £16.4 million, representing approximately 46.2%, is non-cash and non-tax deductible. These items relate to ten categories:
1. £4.2 million in advisor, consulting, legal fees, accounting fees, insurance and other direct costs relating to acquisitions including taxes, which primarily relate to the Lime Acquisitions.
2. £3.1 million in prior acquisition earn out agreement expenses relate to earn out payments to the sellers of the Retaining UK business.
3. £13.9 million amortisation of acquired assets and adjustments to acquired assets.
4. £9.8 million in share-based payments relating to grants of options in prior years.
5. £6.2 million legal and restructuring expenses relating to the reorganisation and integration of recently acquired subsidiaries, including costs associated with discontinuing sites and operations, transitional salary costs, redundancies, severance and recruitment fees, and costs associated with financial reporting and system migrations.
6. £3.0 million on amortisation of finance costs from the new syndicated 5-year debt facilities established in November 2023.
7. £6.6 million on unwinding of discounts on deferred consideration payments for Cymru Quarry Group and in relation to the Lime Acquisitions.
8. £(19.7) million in tax credits on share options for the period, deferred tax liability unwind on the asset fair value uplift, true up tax balances from pre-acquisition period and the reduction in German tax rate for deferred tax recognition from 29.3% to 25.8%.
9. £4.9 million for reversal of non-underlying gains as a non-cash adjustment due to change in Group accounting policy from consolidation of the EBT.
10. £3.5 million in other exceptional costs which primarily relate to non-cash balance sheet adjustments.
Interest and tax
Net finance costs in the year totalled £45.8 million (2024: £52.8 million) including associated interest on bank finance facilities, as well as interest on finance leases which totalled £3 million, this included IFRS 16 adjustments and hire purchase agreements.
A tax charge of £13.8 million (2024: £16.5 million) was recognised in the year, resulting in a tax charge on profitability generated from mineral extraction in the Channel Islands and profits generated through the Group's UK, Irish, Belgium, German, Czechia, Polish and Nordic based operations.
Earnings per share
Basic EPS for the year was 7.28 pence (2024: 2.10 pence for continuing and discontinued operations) and underlying basic EPS (adjusted for the non-underlying items mentioned above) for the year totalled 10.51 pence (2024: 8.35 pence for continuing and discontinued operations).
Statement of financial position
Net assets at 31 December 2025 were £856.9 million (2024: £753.7 million). Net assets are underpinned by mineral resources, land and buildings and plant and machinery assets of the Group.
Cash flow
Cash generated by operations was £205.7 million (2024: £117.0 million). The Group spent £89.6 million on capital projects including acquisition of intangibles, repaid net borrowings of £36.6 million and paid interest of £37.0 million. The net result was a cash inflow for the year of £27.9 million.
Net debt
Net debt on 31 December 2025 was £472.4 million (2024: £509.5 million).
Bank facilities
On 22 November 2023 the Company entered a syndicated senior credit facility of up to €750 million (the 'New Debt Facilities') led by Santander UK and BNPP, with the syndicate including several major UK and European banks and a further €125 million bridge loan ('Bridge Loan'). The New Debt Facilities were partially drawn on 4 January 2024 in connection with the Lime Acquisitions, and the legacy debt facility was repaid as part of this process.
The New Debt Facilities comprise a €600 million committed term facility, €150 million revolving credit facility and a further €100 million uncommitted accordion.
The Group's New Debt Facilities have a maturity date of 21 November 2028 and are subject to a variable interest rate based on EURIBOR plus a margin depending on underlying EBITDA.
The Group's New Debt Facilities are subject to covenants which are tested monthly and certified quarterly. These covenants are:
· Group interest cover ratio set at a minimum of 4.0 times EBITDA; and
· A maximum adjusted leverage ratio, which is the ratio of total net debt, including further borrowings such as deferred consideration, to adjusted EBITDA, of 3.75x in 2025.
On 20 February 2025, the Company amended and restated its existing Bridge Loan with a new 5-year term facility up to €125 million through a US Private Placement process. The new debt facility has a security profile that mirrors the existing syndicated senior credit facility and a bullet at maturity in February 2030. The interest coupon is based on the 5-year EURIBOR bond yield plus a margin which is fixed at 4.93% for the duration of the term.
As of 31 December 2025, the Group comfortably complied with its bank facility covenants under the terms of the debt facility agreement and total undrawn facilities available to the Group under the debt facility amounted to £113 million.
Capital allocation
We prioritise the maintenance of a strong balance sheet and deploy our capital responsibly, allowing us to commit significant organic investment to our business whilst continuing to pursue acquisitions to accelerate our strategic development. This conservative approach to financial management will enable us to continue pursuing capital growth for our shareholders, with de-gearing a primary focus, along with returning cash to our shareholders via share buy-backs or dividends as this becomes appropriate.
Dividends
Subject to availability of distributable reserves, dividends will be paid to shareholders when the Directors believe it is appropriate and prudent to do so. The Directors do not recommend the payment of a dividend for the year (31 December 2024: nil).
Share buy-backs
The Company has in place permission to buy back its own shares into treasury. Subject to the Directors' views on the valuation of the business, and within the remit of our conservative overall capital allocation policy, the Company could seek to use share buy-backs to maximise shareholder value.
Post balance sheet events
Following 2025 close, there have been no post balance sheet events. Further information is set out in Note 37.
This report was approved by the Board on 13 March 2026 and signed on its behalf.
Jan van Beek
Chief Financial Officer
DIRECTORS' REPORT
The Directors present their report, together with the audited Financial Statements, for the year ended 31 December 2025.
Principal activities
The principal activity of SigmaRoc is to make investments, acquire and integrate businesses in the quarried materials sector. The principal activity of the Group is the production of lime and limestone, high-quality aggregates and supply of value-added industrial and construction materials.
Board composition and head office
The Board comprised of three Executive Directors and six Non-Executive Directors at year end. The Corporate Head Office of the Company is in London, UK.
Risk management
The Board is responsible for the Group's risk management and continues to develop policies and procedures that reflect the nature and scale of the Group's business.
Details of the Group's financial risk management policies are set out in Note 3 to the Financial Statements.
Results and dividends
For the year to 31 December 2025, the Group's underlying profit before tax was £154.0 million (2024: £117.6 million) while total profit before tax was £98.9 million (2024: £44.5 million) and underlying profit after tax was £120.5 million (2024: £98.1 million) while total profit after tax was £85.0 million (2024: £28.6 million). Recognising the Group's strategy and current position on its journey, the Directors are not proposing to adopt a dividend policy yet.
Stated capital
Details of the Company's shares in issue are set out in Note 28 to the Financial Statements.
Directors
The following Directors served during the year:
|
Director |
Position |
|
David Barrett |
Chairman |
|
Max Vermorken |
Chief Executive Officer |
|
Jan van Beek |
Chief Financial Officer (Appointed January 2025) |
|
Tim Hall |
Independent Non-Executive Director |
|
Simon Chisholm |
Independent Non-Executive Director |
|
Jacques Emsens |
Independent Non-Executive Director |
|
Axelle Henry |
Independent Non-Executive Director |
|
Peter Johnson |
Independent Non-Executive Director |
|
Francesca Medda |
Independent Non-Executive Director |
Directors & Directors' interests
The Directors who served during the year ended 31 December 2025 are shown below and had, at that time, the following beneficial interests in the shares of the Company:
|
|
31 December 2025 |
31 December 2024 |
||
|
|
Ordinary Shares |
Vested Options |
Ordinary Shares |
Vested Options |
|
Max Vermorken (1) |
1,072,294 |
19,288,389 |
1,037,561 |
15,547,869 |
|
David Barrett (2) |
4,082,234 |
8,764,314 |
3,940,234 |
7,201,494 |
|
Jan van Beek |
94,642 |
- |
93,910 |
- |
|
Tim Hall |
750,000 |
- |
442,282 |
750,000 |
|
Simon Chisholm |
- |
- |
- |
- |
|
Jacques Emsens |
- |
- |
- |
- |
|
Axelle Henry |
- |
- |
- |
- |
|
Peter Johnson |
110,062 |
- |
110,062 |
- |
|
Francesca Medda |
- |
- |
- |
- |
(1) On 22 January 2026, Max Vermorken exercised 11,807,349 options. Following this, his vested options total is now 7,481,040 and his total shareholdings have increased to 3,241,848.
(2) On 22 January 2026, David Barrett exercised 5,638,674 options. Following this, his vested options total is now 3,125,640 and his total shareholdings have increased to 5,155,455.
Further details on options can be found in Note 29 to the Financial Statements.
Details on the remuneration of the Directors can be found in Note 10 to the Financial Statements.
Substantial Shareholdings
The Company is aware that, as at 13 March 2026, other than the Directors, the interests of Shareholders holding three per cent or more of the issued share capital of the Company were as shown in the table below:
|
Shareholder |
Shares held |
Percentage of holdings |
|
FMR |
115,985,453 |
10.4% |
|
Capital Research Global Investors |
89,188,362 |
8.0% |
|
Driehaus Capital Management |
40,630,473 |
3.6% |
|
Janus Henderson Investments |
35,053,475 |
3.1% |
|
Invesco |
34,388,424 |
3.1% |
|
Moneta |
33,682,421 |
3.0% |
Inheritance tax
Shares in AIM quoted trading companies or a holding company of a trading group may, after a 2-year holding period, qualify for Business Property Relief for United Kingdom inheritance tax purposes, subject to the detailed conditions for the relief. From 6 April 2026, this will be capped at £1 million and assets over £1 million will be subject to 50% relief. However, it is recommended shareholders get their own tax advice.
Investors should note that Business Property Relief would cease to be available if the Company's shares were to become listed on an HMRC designated stock exchange, for example, the Main Market of the London Stock Exchange.
Employees
By being responsible for their own businesses, that are aligned with the overall Group's strategy, employees are fully aware of their impact and contribution as they are inherently responsible for their own success. The Group and each business are committed to employing the best they can, not only in skills and competence but also in their softer skills, regardless of who they are or where they have come from. Once engaged, each employee is nurtured and developed locally with opportunities within each business and platform offered openly.
Political contribution
The Group did not make any contributions to political parties during either the current or the previous year.
Annual General Meeting
The AGM will be held at Durrants Hotel, 26-32 George Street, London, W1H 5BJ on 30 April 2026 at 3:00 p.m. The formal notice convening the AGM, together with explanatory notes on the resolutions contained therein, is included in the separate circular accompanying this document and is available on the Company's website at www.sigmaroc.com.
Viability statement
The Directors have assessed the viability of the Group over a period to December 2030. This is the same period over which financial projections were prepared for the Group's strategic financial plan. In making their assessment the Directors have considered the Group's current position and the potential impact of the principal risks and uncertainties on its business model, future performance, solvency or liquidity. They also stress-tested their analysis by running several credible scenarios and considered the availability of mitigating actions. Based on this assessment, the Directors confirm that they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period to 31 March 2027. In making this statement, the Directors have assumed that financing remains available and that mitigating actions are effective.
Corporate responsibility
Environmental
SigmaRoc undertakes its activities in a manner that minimises or eliminates negative environmental impacts and maximises positive impacts of an environmental nature.
Health and safety
SigmaRoc operates a comprehensive health and safety programme to ensure the wellness and security of its employees. The control and eventual elimination of all work-related hazards require a dedicated team effort involving the active participation of all employees. A comprehensive health and safety programme is the primary means for delivering best practices in health and safety management. This programme is regularly updated to incorporate employee suggestions, lessons learned from past incidents and new guidelines related to new projects, with the aim of identifying areas for further improvement of health and safety management. This results in continuous improvement of the health and safety programme. Employee involvement is regarded as fundamental in recognising and reporting unsafe conditions and avoiding events that may result in injuries and accidents.
Internal controls
The Board recognises the importance of both financial and non-financial controls and has reviewed the Group's control environment for any shortfalls during the year. Since the Group was established, the Directors are satisfied that, given the current size and activities of the Group, adequate internal controls have been implemented. Whilst they are aware that no system can provide absolute assurance against material misstatement or loss, considering the current activity and proposed future development of the Group, continuing reviews of internal controls will be undertaken to ensure that they are adequate and effective.
Further details on corporate governance can be found in the Corporate Governance Report.
Going concern
The Group meets its day-to-day working capital and other funding requirements through cash and banking facilities, which were renewed in November 2023 and further optimised in February 2025.
The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and, therefore, continue to adopt the going concern basis in preparing the Annual Report and Financial Statements. Further details on their assumptions and their conclusion thereon are included in the statement on going concern included in Note 2.3 to the Financial Statements.
Directors' and officers' indemnity insurance
The Company has made qualifying third-party indemnity provisions for the benefit of its Directors and officers. These were made during the year and remain in force at the date of this Annual Report.
Events after the reporting period
Events after the reporting period are set out in Note 37 to the Financial Statements.
Policy and practice on payment of creditors
The Group agrees on terms and conditions for its business transactions with suppliers. Payment is then made in accordance with these terms, subject to the terms and conditions being met by the supplier. As at 31 December 2025, the Company had an average of 40 days (2024: 43 days) of purchases outstanding in trade payables and the Group had an average of 37 days (2024: 43 days).
Future developments
Details of future developments for the Group are disclosed in the Chairman's Statement and the CEO's Strategic Report.
Provision of information to Auditor
So far as each of the Directors is aware at the time this report is approved:
· there is no relevant audit information of which the Group's auditor is unaware; and
· the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.
Auditor
PKF Littlejohn LLP has signified its willingness to continue in office as auditor.
This report was approved by the Board on 13 March 2026.
Jan van Beek
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable laws and regulations, including the AIM Rules for Companies.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the Group and Company Financial Statements in accordance with UK-adopted International Accounting Standards (UK-adopted IAS). Under company law the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company, and of the profit or loss of the Group for that period. In preparing these Financial Statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgments and accounting estimates that are reasonable and prudent;
· state whether applicable UK-adopted IAS 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 adequate accounting records that are sufficient to show and explain the Group's and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the Financial Statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and Company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website, www.sigmaroc.com. Legislation in the United Kingdom governing the preparation and dissemination of the Financial Statements may differ from legislation in other jurisdictions.
The Company is compliant with AIM Rule 26 regarding the Company's website.
The Directors confirm that they have complied with the above requirements in preparing the Financial Statements.
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
Year ended 31 December 2025 |
Year ended 31 December 2024 |
||||||||
|
|
|
Underlying |
Non-underlying1 (Note 11) |
Total |
Underlying |
Non-underlying1 (Note 11) |
Total |
||||
|
Continued operations |
Note |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
||||
|
|
|
|
|
|
|
|
|
||||
|
Revenue |
7 |
1,035,897 |
- |
1,035,897 |
962,506 |
- |
962,506 |
||||
|
|
|
|
|
|
|
|
|
||||
|
Cost of sales |
8 |
(753,046) |
(13,866) |
(766,912) |
(720,023) |
(13,911) |
(733,934) |
||||
|
|
|
|
|
|
|
|
|
||||
|
Gross profit |
|
282,851 |
(13,866) |
268,985 |
242,483 |
(13,911) |
228,572 |
||||
|
|
|
|
|
|
|
|
|
||||
|
Administrative expenses |
8 |
(101,110) |
(28,853) |
(129,963) |
(81,854) |
(63,770) |
(145,624) |
||||
|
|
|
|
|
|
|
|
|
||||
|
Profit from operations |
|
181,741 |
(42,719) |
139,022 |
160,629 |
(77,681) |
82,948 |
||||
|
|
|
|
|
|
|
|
|
||||
|
Net finance (expense)/income |
12 |
(36,216) |
(9,535) |
(45,751) |
(44,233) |
(8,586) |
(52,819) |
||||
|
Other net gains / (losses) |
13 |
8,526 |
(2,926) |
5,600 |
1,169 |
13,191 |
14,360 |
||||
|
|
|
|
|
|
|
|
|
||||
|
Profit/(loss) before tax |
|
154,051 |
(55,180) |
98,871 |
117,565 |
(73,076) |
44,489 |
||||
|
|
|
|
|
|
|
|
|
||||
|
Tax expense |
15 |
(33,505) |
19,680 |
(13,825) |
(20,990) |
4,458 |
(16,531) |
||||
|
|
|
|
|
|
|
|
|
||||
|
Profit/(loss) from continuing operations |
|
120,546 |
(35,500) |
85,046 |
96,575 |
(68,618) |
27,958 |
||||
|
Discontinued operations |
|
|
|
|
|
|
|
||||
|
Profit/(loss) from discontinued operations |
14 |
- |
- |
- |
1,574 |
(895) |
678 |
||||
|
Profit/(loss) |
|
120,546 |
(35,500) |
85,046 |
98,149 |
(69,513) |
28,636 |
||||
|
|
|
|
|
|
|
|
|
||||
|
Profit/(loss) attributable to: |
|
|
|
|
|
|
|
||||
|
Owners of the parent - continuing |
|
115,363 |
(35,500) |
79,863 |
91,195 |
(68,618) |
22,578 |
||||
|
Owners of the parent - discontinued |
14 |
- |
- |
- |
1,574 |
(895) |
678 |
||||
|
Non-controlling interest |
31 |
5,183 |
- |
5,183 |
5,380 |
- |
5,380 |
||||
|
|
|
120,546 |
(35,500) |
85,046 |
98,149 |
(69,513) |
28,636 |
||||
|
Continuing basic earnings per share attributable to owners of the parent (expressed in pence per share) |
32 |
10.51 |
(3.23) |
7.28 |
8.21 |
(6.17) |
2.04 |
||||
|
Continuing diluted earnings per share attributable to owners of the parent (expressed in pence per share) |
32 |
9.76 |
(3.01) |
6.75 |
7.62 |
(5.73) |
1.89 |
||||
|
|
|
|
|
|
|
|
|
||||
In 2024, the sale of BMix and Goijens completed 13 December 2024 with the sale of Beton completed in June 2025. These entities are disclosed as a discontinued operation and Beton is classified as held for sale on the 2024 Group Balance Sheet
During 2025, the Group disposed of the Beton ready-mix business in Northern France and a mortar operation in Germany. Additionally, the Group has agreed the sale of a quarry and aggregates washing installation in the UK which is expected to complete in 2026. Management have assessed these disposals in accordance with IFRS 5 and concluded that they do not represent a major line of business. Therefore, these disposals have been included within continuing operations as their separate presentation would not be material to the Group's Financial Statements
1. Non-underlying items represent acquisition related expenses, restructuring costs, certain finance costs, share option expense, amortisation of acquired intangibles and the tax effect of these non-underlying expenses as well as non-current balance sheet tax movements. See Note 11 for more information.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
Year ended 31 December 2025 |
Year ended 31 December 2024 |
|
|
Note |
£'000 |
£'000 |
|
|
|
|
|
|
Profit/(loss) for the year |
|
85,046 |
28,636 |
|
Other comprehensive income: |
|
|
|
|
Items that will or may be reclassified to profit or loss: |
|
|
|
|
FX translation reserve |
|
15,342 |
(610) |
|
Cash flow hedges - effective portion of changes in fair value |
|
576 |
(1,121) |
|
Remeasurement of the net defined benefits liability |
|
1,708 |
(108) |
|
Other comprehensive income, net of tax |
|
17,626 |
(1,839) |
|
Total comprehensive income |
|
102,672 |
26,797 |
|
|
|
|
|
|
Total comprehensive income attributable to: |
|
|
|
|
Owners of the parent - continuing |
|
95,014 |
22,298 |
|
Owners of the parent - discontinued |
|
- |
672 |
|
Non-controlling interests |
|
7,658 |
3,827 |
|
Total comprehensive income for the period |
|
102,672 |
26,797 |
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
|
|
|
Consolidated |
|
Company |
||
|
|
|
31 December 2025 |
31 December 2024 |
|
31 December 2025 |
31 December 2024 |
|
|
Note |
£'000 |
£'000 |
|
£'000 |
£'000 |
|
Non-current assets |
|
|
|
|
|
|
|
Property, plant and equipment |
16 |
1,304,285 |
1,238,945 |
|
526 |
649 |
|
Intangible assets |
17 |
481,057 |
463,500 |
|
82 |
92 |
|
Available for sale assets |
|
878 |
250 |
|
878 |
250 |
|
Investments in subsidiary undertakings |
18 |
- |
- |
|
1,017,056 |
1,096,530 |
|
Investment in equity-accounted associate |
19 |
1,646 |
531 |
|
1,087 |
- |
|
Investment in joint ventures |
19 |
6,636 |
6,212 |
|
- |
411 |
|
Derivative financial asset |
33 |
71 |
9 |
|
- |
- |
|
Other receivables |
20 |
1,772 |
13,724 |
|
3,927 |
11,289 |
|
Deferred tax asset |
15 |
91 |
331 |
|
- |
- |
|
|
|
1,796,436 |
1,723,502 |
|
1,023,556 |
1,109,221 |
|
Current assets |
|
|
|
|
|
|
|
Trade and other receivables |
20 |
158,558 |
158,205 |
|
13,865 |
16,408 |
|
Inventories |
21 |
135,343 |
127,682 |
|
- |
- |
|
Cash and cash equivalents |
22 |
166,674 |
131,356 |
|
46,644 |
25,363 |
|
Derivative financial asset Current tax receivable |
33 15 |
298 5,821 |
505 1,405 |
|
- |
- - |
|
|
|
466,694 |
419,153 |
|
60,509 |
41,771 |
|
Disposal group classified as held for sale |
14 |
- |
7,172 |
|
- |
- |
|
Total assets |
|
2,263,130 |
2,149,827 |
|
1,084,065 |
1,150,992 |
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
Trade and other payables |
23 |
315,692 |
284,046 |
|
18,306 |
22,801 |
|
Derivative financial liabilities |
33 |
523 |
1,343 |
|
- |
- |
|
Provisions |
25 |
8,241 |
14,886 |
|
- |
- |
|
Borrowings |
24 |
69,157 |
64,788 |
|
52,712 |
49,853 |
|
Current tax payable |
15 |
5,296 |
12,714 |
|
- |
- |
|
|
|
398,909 |
377,777 |
|
71,018 |
72,654 |
|
Non-current liabilities |
|
|
|
|
|
|
|
Borrowings |
24 |
569,869 |
577,044 |
|
522,179 |
535,387 |
|
Employee benefit liabilities |
|
1,439 |
1,418 |
|
- |
- |
|
Deferred tax liabilities |
15 |
191,664 |
196,288 |
|
- |
- |
|
Derivative financial liabilities |
|
71 |
18 |
|
- |
- |
|
Provisions |
25 |
79,808 |
87,041 |
|
- |
- |
|
Other payables |
23 |
164,479 |
155,030 |
|
6,094 |
5,692 |
|
|
|
1,007,330 |
1,016,839 |
|
528,273 |
541,079 |
|
Disposal group classified as held for sale |
14 |
- |
1,543 |
|
- |
- |
|
Total liabilities |
|
1,406,239 |
1,396,159 |
|
599,291 |
613,733 |
|
Net assets |
|
856,891 |
753,668 |
|
484,774 |
537,259 |
|
|
|
|
|
|
|
|
|
Equity attributable to owners of the parent |
|
|
|
|
|
|
|
Share capital |
28 |
11,149 |
11,149 |
|
11,149 |
11,149 |
|
Share premium |
28 |
191,458 |
191,458 |
|
191,458 |
191,458 |
|
Own shares held in EBT |
|
(9,885) |
- |
|
- |
- |
|
Share option reserve |
29 |
31,914 |
18,410 |
|
23,983 |
18,410 |
|
Other reserves |
30 |
15,233 |
(30) |
|
600 |
600 |
|
Retained earnings |
|
585,702 |
503,779 |
|
257,584 |
315,642 |
|
Equity attributable to owners of the parent |
|
825,571 |
724,766 |
|
484,774 |
537,259 |
|
Non-controlling interest |
31 |
31,320 |
28,902 |
|
- |
- |
|
Total equity |
|
856,891 |
753,668 |
|
484,774 |
537,259 |
The Company has elected to take the exemption under Section 408 of the Companies Act 2006 from presenting the Company's Income Statement and Statement of Comprehensive Income.
The loss for the Company for the year ended 31 December 2025 was £52.4 million (year ended 31 December 2024: loss of £2.5 million).
The Financial Statements were approved and authorised for issue by the Board of Directors on 13 March 2026 were signed on its behalf by:
Jan van Beek
Chief Financial Officer
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
Share capital |
Share premium |
Own shares held in EBT |
Share option reserve |
Other reserves |
Retained earnings |
Total |
Non-controlling interest |
Total |
|
|
Note |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Balance as at 1 January 2024 |
|
6,939 |
- |
- |
11,482 |
629 |
481,691 |
500,741 |
14,143 |
514,884 |
|
Profit for the year |
|
- |
- |
- |
- |
- |
23,256 |
23,256 |
5,380 |
28,636 |
|
Currency translation differences |
|
- |
- |
- |
- |
943 |
- |
943 |
(1,553) |
(610) |
|
Other comprehensive income |
|
- |
- |
- |
- |
(1,229) |
- |
(1,229) |
- |
(1,229) |
|
Total comprehensive income for the period |
|
- |
- |
- |
- |
(286) |
23,256 |
22,970 |
3,827 |
26,797 |
|
Contributions by and distributions to owners |
|
|
|
|
|
|
|
|
|
|
|
Acquired via acquisition |
|
- |
- |
- |
- |
- |
- |
- |
13,833 |
13,833 |
|
Issue of share capital |
28 |
4,210 |
195,790 |
- |
- |
- |
- |
200,000 |
- |
200,000 |
|
Issue costs |
|
- |
(4,332) |
- |
- |
- |
- |
(4,332) |
- |
(4,332) |
|
Share based payments |
|
- |
- |
- |
6,942 |
- |
- |
6,942 |
- |
6,942 |
|
Exercise of share options |
|
- |
- |
- |
(14) |
- |
14 |
- |
- |
- |
|
Dividends |
|
- |
- |
- |
- |
- |
- |
- |
(3,053) |
(3,053) |
|
Other equity adjustments |
|
- |
- |
- |
- |
(373) |
(1,182) |
(1,555) |
152 |
(1,403) |
|
Total contributions by and distributions to owners |
|
4,210 |
191,458 |
- |
6,928 |
(373) |
(1,168) |
201,055 |
10,932 |
211,987 |
|
Balance as at 31 December 2024 |
|
11,149 |
191,458 |
- |
18,410 |
(30) |
503,779 |
724,766 |
28,902 |
753,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at 1 January 2025 |
|
11,149 |
191,458 |
- |
18,410 |
(30) |
503,779 |
724,766 |
28,902 |
753,668 |
|
Profit for the year |
|
- |
- |
- |
- |
- |
79,863 |
79,863 |
5,183 |
85,046 |
|
Currency translation differences |
|
- |
- |
- |
- |
12,867 |
- |
12,867 |
2,475 |
15,342 |
|
Other comprehensive income |
|
- |
- |
- |
- |
2,284 |
- |
2,284 |
- |
2,284 |
|
Total comprehensive income for the period |
|
- |
- |
- |
- |
15,151 |
79,863 |
95,014 |
7,658 |
102,672 |
|
Contributions by and distributions to owners |
|
|
|
|
|
|
|
|
|
|
|
Recognition of own shares held in EBT upon consolidation |
|
- |
- |
(6,363) |
- |
- |
- |
(6,363) |
- |
(6,363) |
|
Funds loaned to EBT for purchase of shares |
|
- |
- |
(10,000) |
- |
- |
- |
(10,000) |
- |
(10,000) |
|
Transfer of shares by the EBT to employees |
|
- |
- |
6,478 |
- |
- |
- |
6,478 |
- |
6,478 |
|
Share based payments |
|
- |
- |
- |
9,805 |
- |
- |
9,805 |
- |
9,805 |
|
Exercise of share options |
|
- |
- |
- |
(4,232) |
- |
4,232 |
- |
- |
- |
|
Dividends |
|
- |
- |
- |
- |
- |
- |
- |
(5,240) |
(5,240) |
|
Other equity adjustments |
28 |
- |
- |
- |
7,931 |
112 |
(2,172) |
5,871 |
- |
5,871 |
|
Total contributions by and distributions to owners |
|
- |
- |
(9,885) |
13,504 |
112 |
2,060 |
5,791 |
(5,240) |
551 |
|
Balance as at 31 December 2025 |
|
11,149 |
191,458 |
(9,885) |
31,914 |
15,233 |
585,702 |
825,571 |
31,320 |
856,891 |
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
Share capital |
Share premium |
Share option reserve |
Other reserves |
Retained earnings |
Total |
|
|
Note |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Balance as at 1 January 2024 |
|
6,939 |
- |
11,482 |
600 |
318,141 |
337,162 |
|
Profit/(Loss) |
|
- |
- |
- |
- |
(2,513) |
(2,513) |
|
Total comprehensive income for the period |
|
- |
- |
- |
- |
(2,513) |
(2,513) |
|
Contributions by and distributions to owners |
|
|
|
|
|
|
|
|
Issue of share capital |
|
4,210 |
195,790 |
- |
- |
- |
200,000 |
|
Issue costs |
28 |
- |
(4,332) |
- |
- |
- |
(4,332) |
|
Share based payments |
|
- |
- |
6,942 |
- |
- |
6,942 |
|
Exercise of share options |
|
- |
- |
(14) |
- |
14 |
- |
|
Other equity adjustments |
|
- |
- |
- |
- |
- |
- |
|
Total contributions by and distributions to owners |
|
4,210 |
191,458 |
6,928 |
- |
14 |
202,610 |
|
Balance as at 31 December 2024 |
|
11,149 |
191,458 |
18,410 |
600 |
315,642 |
537,259 |
|
|
|
|
|
|
|
|
|
|
Balance as at 1 January 2025 |
|
11,149 |
191,458 |
18,410 |
600 |
315,642 |
537,259 |
|
Profit/(Loss) |
|
- |
- |
- |
- |
(52,369) |
(52,369) |
|
Other profit/(loss) adjustments |
|
|
|
|
|
(9,921) |
(9,921) |
|
Total comprehensive income for the period |
|
- |
- |
- |
- |
(62,290) |
(62,290) |
|
Contributions by and distributions to owners |
|
|
|
|
|
|
|
|
Share based payments |
|
- |
- |
9,805 |
- |
- |
9,805 |
|
Exercise of share options |
|
- |
- |
(4,232) |
- |
4,232 |
- |
|
Other equity adjustments |
|
- |
- |
- |
- |
- |
- |
|
Total contributions by and distributions to owners |
|
- |
- |
5,573 |
- |
4,232 |
9,805 |
|
Balance as at 31 December 2025 |
|
11,149 |
191,458 |
23,983 |
600 |
257,584 |
484,774 |
CASH FLOW STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
Consolidated |
|
Company |
||
|
|
|
Year ended 31 December 2025 |
Year ended 31 December 2024 |
|
Year ended 31 December 2025 |
Year ended 31 December 2024 |
|
|
Note |
£'000 |
£'000 |
|
£'000 |
£'000 |
|
Cash flows from operating activities |
|
|
|
|
|
|
|
Profit/(loss) from continuing operations |
|
85,046 |
27,958 |
|
(52,369) |
(2,499) |
|
Profit/(loss) from discontinued operations |
|
- |
678 |
|
- |
- |
|
Adjustments for: |
|
|
|
|
|
|
|
Depreciation and amortisation |
16 17 |
86,081 |
72,062 |
|
197 |
156 |
|
Discontinued operations |
|
- |
3,001 |
|
- |
- |
|
Bad debts |
|
2,420 |
102 |
|
- |
- |
|
Share option expense |
|
9,805 |
6,930 |
|
9,805 |
6,930 |
|
Other non-operating adjustments |
13 |
4,937 |
(4,937) |
|
4,937 |
(4,937) |
|
Gain on sale of investments |
13 |
- |
(8,298) |
|
- |
(12,110) |
|
Loss/(gain) on sale of PP&E |
13 |
(3,204) |
(317) |
|
- |
- |
|
Net finance costs |
|
45,751 |
52,819 |
|
10,393 |
(466) |
|
Income tax expense |
15 |
13,825 |
16,531 |
|
- |
- |
|
Reallocation of deferred consideration to investing activities1 |
|
3,090 |
- |
|
3,090 |
- |
|
Share of earnings from joint ventures |
|
(543) |
(316) |
|
- |
- |
|
Non-cash items |
|
62 |
(58) |
|
10,642 |
(9,291) |
|
Decrease/(increase) in trade and other receivables |
|
5,941 |
(25,827) |
|
5,510 |
(11,656) |
|
(Increase) in inventories |
|
(795) |
(10,278) |
|
- |
- |
|
(Decrease)/increase in trade and other payables |
|
7,692 |
3,664 |
|
(3,654) |
(8,087) |
|
(Decrease)/increase in provisions |
|
(22,329) |
8,541 |
|
- |
- |
|
Income tax paid |
|
(32,051) |
(25,231) |
|
(2,966) |
- |
|
Net cash inflows/(outflows) from operating activities |
|
205,728 |
117,024 |
|
(14,415) |
(41,960) |
|
Investing activities |
|
|
|
|
|
|
|
Purchase of growth and maintenance property, plant and equipment |
16 |
(75,844) |
(63,006) |
|
(64) |
(630) |
|
Purchase of IFRS 16 lease right of use assets |
16 |
(19,567) |
(8,553) |
|
- |
- |
|
Sale of property, plant and equipment |
|
7,087 |
8,117 |
|
- |
- |
|
Purchase of intangible assets |
17 |
(1,301) |
(3,458) |
|
- |
(100) |
|
Purchase of available for sale assets |
|
(628) |
- |
|
(628) |
- |
|
Investment in joint venture and associates |
|
(1,087) |
- |
|
(1,087) |
- |
|
Proceeds of sale of subsidiary |
|
5,161 |
30,388 |
|
- |
30,388 |
|
Cash paid for acquisition of subsidiaries (net of cash acquired)1 |
|
(5,193) |
(548,614) |
|
(3,291) |
(204,380) |
|
Dividends received |
|
- |
- |
|
5,014 |
2,524 |
|
Financial derivatives |
|
(19) |
(1,346) |
|
- |
(1,254) |
|
Interest received |
|
2,448 |
1,842 |
|
19,941 |
14,610 |
|
Net cash used in investing activities |
|
(88,943) |
(584,630) |
|
19,885 |
(158,842) |
|
Financing activities |
|
|
|
|
|
|
|
Proceeds from share issue |
|
- |
200,000 |
|
- |
200,000 |
|
Cost of share issue |
|
- |
(4,332) |
|
- |
(4,332) |
|
Proceeds from borrowings |
24 |
60,412 |
765,604 |
|
35,849 |
752,013 |
|
Cost of borrowings |
|
- |
(14,858) |
|
- |
(14,858) |
|
Repayment of borrowings |
24 |
(97,030) |
(344,280) |
|
(77,298) |
(333,629) |
|
Loans granted |
|
(10,000) |
(9,000) |
|
(10,000) |
(9,000) |
|
Net loans with subsidiaries |
|
- |
- |
|
100,364 |
(332,243) |
|
Interest paid |
|
(37,057) |
(42,194) |
|
(31,253) |
(40,651) |
|
Dividends paid to non-controlling interest |
|
(5,240) |
(3,053) |
|
- |
- |
|
Net cash used in financing activities |
|
(88,915) |
547,887 |
|
17,662 |
217,300 |
|
|
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
27,870 |
80,281 |
|
23,132 |
16,498 |
|
Cash and cash equivalents at beginning of period |
|
131,356 |
55,872 |
|
25,363 |
7,925 |
|
Exchange (losses) / gains on cash |
|
7,448 |
(3,854) |
|
(1,851) |
940 |
|
Cash held by discontinued operations |
14 |
- |
(943) |
|
- |
- |
|
Cash and cash equivalents at end of period |
22 |
166,674 |
131,356 |
|
46,644 |
25,363 |
1 Reallocation of earn out payment from operating activities to cash paid for acquisitions.
NOTES TO THE FINANCIAL STATEMENTS
1. General Information
The principal activity of SigmaRoc is to make investments, acquire and integrate businesses in the quarried materials sector. The principal activity of the Group is the production of lime and limestone, high-quality aggregates and supply of value-added industrial and construction materials. The Company's shares are admitted to trading on AIM and it is incorporated and domiciled in the United Kingdom.
The address of its registered office is 6 Heddon Street, London, W1B 4BT.
2. Accounting Policies
The principal accounting policies applied in the preparation of these Financial Statements are set out below ('Accounting Policies' or 'Policies'). These Policies have been consistently applied to all the periods presented, unless otherwise stated.
2.1. Basis of Preparing the Financial Statements
The Group and Company Financial Statements have been prepared in accordance with UK-adopted International Accounting Standards and with the requirements of the Companies Act 2006. The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of property, plant and equipment and intangible assets; financial assets and financial liabilities at fair value through profit or loss; derivatives held for hedge accounting classified as financial assets at fair value through other comprehensive income, and defined benefit pension plans for which the plan assets are measured at fair value.
The Financial Statements are presented in UK Pounds Sterling rounded to the nearest thousand.
The preparation of Financial Statements in conformity with UK IASs 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 Financial Information are disclosed in Note 4.
During the year, the Group disposed of Beton and a sale of a mortar operation in Germany. Management have assessed these disposals in accordance with IFRS 5 and concluded that they do not represent a major line of business. Therefore, these disposals have been included within continuing operations as their separate presentation would not be material to the Group's Financial Statements.
a) Changes in Accounting Policy
i) New standards and amendments adopted by the Group
The IASB issued an amendment to UK IAS 21 - The effects of changes in foreign exchange rates. The amendment was applicable for the period ended 31 December 2025 but did not result in any changes to the financial statements of the Group or Company as the Group has no such currencies affected in the current year.
ii) New standards, amendments and interpretations in issue but not yet effective or not early adopted
Standards, amendments and interpretations that are not yet effective and have not been early adopted are as follows:
|
Standard |
Impact on initial application |
Effective date |
|
IFRS 7 |
Financial instruments: Disclosures |
1 January 2026 |
|
IFRS 9 |
Classification and measurement of Financial Instruments |
1 January 2026 |
|
IFRS 18 |
Presentation of disclosures in Financial Statements |
1 January 2027 |
|
IFRS 19 |
Subsidiaries without Public Accountability: Disclosures |
1 January 2027 |
The Group and Company are evaluating the impact of the new and amended standards above which are not expected to have a material impact on the Group or Company's results or shareholders' funds.
2.2. Basis of Consolidation
a) Subsidiaries
The Consolidated Financial Statements consolidate the Financial Statements of the Company and the accounts of all of its subsidiary undertakings for all periods presented.
Subsidiaries are entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and could affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. On consolidation all inter-company transactions, balances and unrealised gains and losses on transactions between group companies are eliminated. They are deconsolidated from the date that control ceases.
The Group applies the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree, and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.
Acquisition-related costs are expensed as incurred unless they result from the issuance of shares, in which case they are offset against the premium on those shares within equity.
Deferred consideration is recognised at its fair value at the acquisition date as part of the total consideration transferred for the business combination. The fair value of deferred consideration is determined considering the probability of payment and the time value of money. Changes in the fair value of deferred consideration are recognised in profit or loss as they occur.
In the event of a loss of control of a subsidiary, the assets and liabilities of the former subsidiary are derecognised from the consolidated statement of financial position. Any investment retained in the former subsidiary is recognised at its fair value at the date when control is lost, and any resulting gain or loss is recognised in profit or loss.
Investments in subsidiaries are accounted for at cost less impairment.
Where considered appropriate, adjustments are made to the financial information of subsidiaries to bring the accounting policies used in line with those used by other members of the Group. All intercompany transactions and balances between Group enterprises are eliminated on consolidation.
CDH, Cuvelier, and GduH use Belgian GAAP rules to prepare and report their financial statements. The Group reports using UK IAS standards and in order to comply with the Group's reporting standards, management of CDH, Cuvelier and GduH processed several adjustments to ensure the financial information included at a Group level complies with UK IAS. CDH, Cuvelier and GduH will continue to prepare their company financial statements in line with the Belgian GAAP rules.
Nordkalk entities, Fels and Vitosov use local GAAP rules to prepare and report their financial statements. The Group reports using UK IAS standards and in order to comply with the Group's reporting standards, management of Nordkalk, Fels and Vitosov processed several adjustments to ensure the financial information included at a Group level complies with UK IAS. Nordkalk, Fels and Vitosov will continue to prepare their company financial statements in line with the local GAAP rules.
The Group recognises any non-controlling interest at the non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets.
b) Associates
Associates are entities over which the Group has significant influence but not control over the financial and operating policies. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost. The Group's share of its associates' post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in reserves is recognised in other comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment.
Accounting policies of equity-accounted investees have been changed where necessary to ensure consistency with the policies adopted by the Group.
c) Joint Arrangement
A joint arrangement is an arrangement in which two or more parties have joint control. A joint venture is a joint arrangement in which the parties that share joint control have rights to the net assets of the arrangement. Joint arrangements are accounted for using the equity method of accounting and are initially recognised at cost. The Group's share of its associates' post-acquisition profits or losses is recognised in profit or loss.
d) Employee Benefit Trust
The Employee Benefit Trust ("EBT") is considered to be a special purpose entity in which the substance of the relationship is that of deemed control by the Group in order that the Group may benefit from its deemed control. The assets held by the trust are consolidated into the Group.
The Employee Benefit Trust is consolidated on the basis that the parent has deemed control, thus the assets and liabilities of the EBT are included on the Company balance sheet and shares held by the EBT in the Company are presented as a deduction from equity.
2.3. Going Concern
The Financial Statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.
The Group meets its day-to-day working capital and other funding requirements through operating cash generation and its Debt Facilities. The Debt Facilities comprise of a €600 million committed term facility, €150 million revolving credit facility and a further €100 million uncommitted accordion which matures on 21 November 2028 along with a Bridge Loan of €125 million which matures in February 2030. The Group has met all covenants on its Debt Facilities.
The Group has prepared cash flow forecasts for a period of more than 12 months which anticipate a continuous upward trend of profitability and cash generation. As the Group has a strong focus on operational gearing, it can remain flexible during economically disruptive events which can have a negative effect on cash flow.
At 31 December 2025, the Group had cash of £166.7 million from its continuing operations (2024: £131.4 million) and had undrawn banking facilities under the Debt Facility of £113 million (2024: £95 million), and at the date of this report has similar levels of liquidity which is expected to provide sufficient funds for the Group to discharge its liabilities as and when they fall due and ensure covenants are met.
Based on the above, the directors believe that it remains appropriate to prepare the financial statements on a Going Concern basis.
2.4. Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions.
2.5. Foreign Currencies
e) Functional and Presentation Currency
Items included in the Financial Statements are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). The Financial Statements are presented in Pounds Sterling, rounded to the nearest £000's, which is the Company's functional currency.
f) Transactions and Balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where such items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Income Statement. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Income Statement, an exception to this is when the borrowings exchange differences arise on monetary items that form part of the reporting entity's net investment in a foreign operation, in the consolidated financial statements the exchange gain or loss will be shown in other comprehensive income. All other foreign exchange gains and losses are presented in the Income Statement within 'Other net gains/(losses)'.
Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss. Translation differences on non-monetary financial assets measured at fair value, such as equities classified as available for sale, are included in other comprehensive income.
g) Group companies
The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
· assets and liabilities for each period end date presented are translated at the period-end closing rate;
· income and expenses for each Income Statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and
· all resulting exchange differences are recognised in other comprehensive income.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income. On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of monetary items receivable from foreign subsidiaries for which settlement is neither planned nor likely to occur in the foreseeable future, are taken to other comprehensive income. When a foreign operation is sold, such exchange differences are recognised in the Income Statement as part of the gain or loss on sale.
2.6. Intangible Assets
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. If the total of consideration transferred, non-controlling interest recognised and previously held interest measured at fair value is less than the fair value of the net assets of the subsidiary acquired, in the case of a bargain purchase, the difference is recognised directly in the Income Statement.
Amortisation is provided on intangible assets to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight-line basis at the following annual rates:
|
Goodwill |
0% |
|
Customer relations |
7% - 12.5% |
|
Intellectual property |
10% - 12% |
|
Research and Development |
10% - 20% |
|
Branding |
5% - 10% |
|
Other intangibles |
10% - 20% |
For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the entities, or group of entities, that are expected to benefit from the synergies of the combination. Goodwill is monitored at a Group level.
Goodwill is not amortised however impairment reviews are undertaken annually, or more frequently if events or changes in circumstances indicate a potential impairment. Forecast cash flows for each operating segment have been discounted at rates of 7.50 per cent to 10.91 per cent (2024: discounted at rates of 9.90 per cent to 10.34 per cent); which was calculated based on market participants' cost of capital and adjusted to reflect factors specific to each operating segment. When the carrying value of goodwill exceeds the recoverable amount (the higher of value in use and fair value less costs), an impairment is recognised immediately as an expense and is not subsequently reversed.
Other intangibles consist of capitalised development costs for assets produced that assist in the operations of the Group and earn revenue. Impairment reviews are performed annually. Where the benefit of the intangible ceases or has been superseded, these are written off to the Income Statement.
2.7. Property, Plant and Equipment
Property, plant and equipment is stated at cost, plus any PPA uplift, less accumulated depreciation and any accumulated impairment losses. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the Income Statement during the financial period in which they are incurred.
Depreciation is provided on all property, plant and equipment to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight-line basis at the following annual rates:
|
Office equipment |
12.5% - 50% |
|
Land and buildings |
0% - 10% |
|
Plant and machinery |
4% - 33% |
|
Furniture and vehicles |
7.5% - 33.3% |
|
Construction in progress |
0% |
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised within 'Other net gains/(losses)' in the Income Statement.
2.8. Land, Mineral Rights and Restoration Costs
Land, quarry development costs, which include directly attributable construction overheads and mineral rights are recorded at cost plus any PPA uplift. Land and quarry development are depreciated and amortised, respectively, using the units of production method, based on estimated recoverable tonnage.
Where the Group has a legal or constructive obligation for restoration of a site the expected costs of restoring this site is provided for on a discounted basis. The initial cost of creating this provision is capitalised within property, plant and equipment and depreciated over the life of the site. The provisions are discounted to their present value at a rate which reflects the time value of money and risks specific to the liability. Changes in the measurement of a previously capitalised provision are accordingly added or deducted from the value of the asset.
The depletion of mineral rights and depreciation of restoration costs are expensed by reference to the quarry activity during the period and remaining estimated amounts of mineral to be recovered over the expected life of the operation.
The process of removing overburden and other mine waste materials to access mineral deposits is referred to as stripping.
There are two types of stripping activity:
· Development stripping is the initial overburden removal during the development phase to obtain access to a mineral deposit that will be commercially produced.
· Production stripping relates to overburden removal during the normal course of production activities and commences after the first saleable minerals have been extracted from the component.
Development stripping costs are capitalised as a development stripping asset when:
· It is probable that future economic benefits associated with the asset will flow to the entity; and
· The costs can be measured reliably.
Production stripping can give rise to two benefits, the extraction of ore in the current period and improved access to the ore body component in future periods. To the extent that the benefit is the extraction of ore stripping costs are recognised as an inventory cost. To the extent that the benefit is improved access to future ore, stripping costs are recognised as a production stripping asset if the following criteria are met:
· It is probable that the future economic benefit (improved access to ore) will flow to the entity;
· The component of the ore body for which access has been improved can be identified; and
· The costs relating to the stripping activity can be measured reliably.
The development and production stripping assets are depreciated in accordance with units of production based on the proven and probable reserves of the relevant components. Stripping assets are classified as other minerals assets in property, plant and equipment.
2.9. Financial Assets
Classification
The Group's financial assets consist of loans and receivables. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.
(i) Financial Assets at Fair Value through Profit or Loss
Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Derivatives are also categorised as held for trading unless they are designated as hedges.
Assets in this category are classified as current assets if expected to be settled within 12 months; otherwise, they are classified as non-current.
(ii) Financial Assets at Fair Value through other comprehensive income
A financial asset is classified and subsequently measured at fair value through other comprehensive income if it meets the SPPI criterion and is managed in a business model in which assets are held both for sale and to collect contractual cash flows, or if an investment in an equity instrument is elected to be measured at fair value through other comprehensive income. Derivatives eligible for hedge accounting are classified as financial assets at fair value through other comprehensive income.
(iii) Loans and Receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. The Group's loans and receivables comprise trade and other receivables and cash and cash equivalents at the year-end.
Recognition and Measurement
Regular purchases and sales of financial assets are recognised on the trade date - the date on which the Group commits to purchasing or selling the asset. Financial assets carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are expensed in the Income Statement. Financial assets are derecognised when the rights to receive cash flows from the assets have expired or have been transferred, and the Group has transferred substantially all of the risks and rewards of ownership.
Loans and receivables are subsequently carried at amortised cost using the effective interest method.
Gains or losses arising from changes in the fair value of financial assets at fair value through profit or loss are presented in the Income Statement within "Other (Losses)/Gains" in the period in which they arise.
Derivative Financial Instruments
The majority of the Group's strategic hedging programme is delivered using executory contracts to forward purchase exchange contracts or commodities for our own use.
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 and subsequently remeasured in future periods at fair value. The gain or loss on remeasurement is recognised immediately in profit or loss, unless a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability. In this instance the effective part of any gain or loss is recognised in the consolidated statement of comprehensive income and in the revaluation reserve.
Amounts recorded in the revaluation reserve are subsequently reclassified to the consolidated income statement when the expense for the hedged transaction 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 inception of the hedge relationship, the Group documents the economic relationship between hedging instruments and hedged items, including whether changes in the cash flows of the hedging instruments are expected to offset changes in the cash flows of hedged items. The Group documents its risk management objective and strategy for undertaking its hedge transactions.
The fair values of various derivative instruments used for hedging purposes are disclosed in Note 33. Movements on the revaluation reserve in shareholders' equity are shown in Note 30. The full fair value of a hedging derivative is classified as a non-current asset or liability if the remaining maturity of the hedged item is more than 12 months, and as a current asset or liability if the remaining maturity of the hedged item is less than 12 months. Trading derivatives are classified as a current asset or liability.
Impairment of Financial Assets
The Group assesses at the end of each reporting period whether there is the need to recognise loss allowances for expected credit losses on financial assets. These are measured at amortised cost. The Group measures loss allowances at an amount equal to lifetime expected credit losses, except for bank balances for which credit risk has not increased significantly since initial recognition, which are measured as 12-month expected credit loss.
The loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred), discounted at the financial asset's original EIR.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor's credit rating), the reversal of the previously recognised impairment loss is recognised in the Income Statement.
2.10. Inventories
Inventories are initially recognised at cost, and subsequently at the lower of cost and net realisable value, which is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present 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.
Weighted average cost is used to determine the cost of ordinarily interchangeable items.
2.11. Trade Receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. Trade receivables are amounts due from third parties in the ordinary course of business. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets.
Trade receivables - factoring
The carrying amounts of the trade receivables excludes receivables which are subject to a factoring arrangement. Under this arrangement, the Group has transferred the relevant receivables to the factor in exchange for cash without recourse. Therefore, it doesn't recognise the transferred assets in their entirety in its balance sheet.
The value of factored receivables at each year end are as follows:
|
|
31 December 2025 |
31 December 2024 |
|
|
£'000 |
£'000 |
|
Total factoring |
5,719 |
6,039 |
2.12. Cash and Cash Equivalents
Cash and cash equivalents comprise cash at bank and in hand and are subject to an insignificant risk of changes in value.
2.13. Share Capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
2.14. Reserves
Share Premium - the reserve for shares issued above the nominal value. This also includes the cost of share issues that occurred during the year.
Own shares held in EBT - value of shares held by the Employee Benefit Trust. This includes the movement of shares bought, sold or transferred from the trust during the year.
Retained Earnings - the retained earnings reserve includes all current and prior periods retained profit and losses.
Share Option Reserve - represents share options awarded by the Company.
Other Reserves comprise the following:
Capital Redemption Reserve - the amount equivalent to the nominal value of shares redeemed by the Group.
Foreign Currency Translation Reserve - represents the translation differences arising from translating the financial statement items from functional currency to presentational currency.
Capital Reserve - represents cash that can be used for future expenses or to offset any capital losses.
Revaluation Reserve - represents the changes of values in certain assets and includes derivative instruments used for cash-flow hedging
2.15. Financial Liabilities
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group's financial liabilities include trade and other payables and loans.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as defined by IFRS 9. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognised in the statement of profit or loss and other comprehensive income.
Trade and other payables
After initial recognition, trade and other payables are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the statement of profit or loss and other comprehensive income when the liabilities are derecognised, as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR.
The EIR amortisation is included as finance costs in the statement of profit or loss and other comprehensive income.
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 Income Statement over the period to redemption on an effective interest basis.
Derecognition
A financial liability is derecognised when the associated obligation is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit or loss and other comprehensive income.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
Financial liabilities included in trade and other payables are recognised initially at fair value and subsequently at amortised cost.
2.16. Trade Payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
2.17. Provisions
The Group provides for the costs of restoring a site where a legal or constructive obligation exists. The estimated future costs for known restoration requirements are determined on a site-by-site basis and are calculated based on the present value of estimated future costs.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, considering the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material). The increase in provisions due to the passage of time is included in the Consolidated Income Statement.
2.18. Taxation
Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
Deferred tax is recognised using the liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.
In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets (including those arising from investments in subsidiaries), are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.
Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries only to the extent that it is probable the temporary difference will reverse in the future and there is sufficient taxable profit available against which the temporary difference can be used.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
Deferred tax is calculated at the tax rates (and laws) that have been enacted or substantively enacted by the statement of financial position date and are expected to apply to the period when the deferred tax asset is realised, or the deferred tax liability is settled.
Deferred tax assets and liabilities are not discounted.
2.19. Non-underlying Items
Non-underlying items are a non-UK IAS measure, but the Group have disclosed these separately in the financial statements, where it is necessary to do so to provide further understanding of the financial performance of the Group. They are items that are not expected to be recurring or do not relate to the ongoing operations of the Group's business.
2.20. Revenue Recognition
Group revenue arises from the sale of goods and contracting services. Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods or services supplied in course of ordinary business, stated net of discounts, returns and value added taxes. The Group recognises revenue in accordance with IFRS 15, identifying performance obligations within its contracts with customers, determining the transaction price applicable to each of these performance obligations and selecting an appropriate method for the timing of revenue recognition, reflecting the substance of the performance obligation at either a point in time or over time.
Sale of goods
Most of the Group's revenue is derived from the sale of physical goods to customers. Depending on whether the goods are delivered to or collected by the customer, the contract contains either one performance obligation which is satisfied at the point of collection, or two performance obligations which are satisfied simultaneously at the point of delivery. The performance obligation of products sold are transferred according to the specific terms that have been formally agreed with the customer, generally upon delivery when the bill of lading is signed as evidence that they have accepted the product delivered to them.
The transaction price for this revenue is the amount which can be invoiced to the customer once the performance obligations are fulfilled, reduced to reflect provisions recognised for returns, trade discounts and rebates. The Group does not routinely offer discounts or volume rebates, but where it does the variable element of revenue is based on the most likely amount of consideration that the Group believes it will receive. This value excludes items collected on behalf of third parties, such as sales and value added taxes.
For all sales of goods, revenue is recognised at a point in time, being the point that the goods are transferred to the customer.
Contracting services
The majority of contracting services revenue arises from contract surfacing work, which typically comprises short-term contracts with a performance obligation to supply and lay product. Other contracting services revenue can contain more than one performance obligation dependent on the nature of the contract.
The transaction price is calculated as consideration specified by the contract, adjusted to reflect provisions recognised for returns, remedial work arising in the normal course of business, trade discounts and rebates.
Where the contract provides for elements of variable consideration, these values are included in the calculation of the transaction price only to the extent that it is 'highly probable' that a significant reversal in the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is resolved. Where the transaction price is allocated between multiple performance obligations on other contracts, this typically reflects the allocation of value to each performance obligation agreed with the end customer, unless this does not reflect the economic substance of the transaction.
Performance obligations for contracting services are satisfied over time. Revenue is therefore recognised over time on an output basis, being volume of product laid for contract surfacing. As the performance obligations relating to contracting revenues have an expected duration less than 12 months, the Group has taken the practical expedient on the performance obligations disclosures.
2.21. Finance Income
Interest income is recognised using the effective interest method.
2.22. Employee Benefits - Defined contribution plans
The Group maintains defined contribution plans for which the Group pays fixed contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis and will have no legal or constructive obligation to pay further amounts. The Group's contributions to defined contribution plans are charged to the Income Statement in the period to which the contributions relate.
2.23. Employee Benefits - Defined benefit plans
The Group's net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of the future benefit that employees have earned in the current and prior periods, discounting the amount and deducting the fair value of any plan assets.
Defined benefit obligations are calculated annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in other comprehensive income. The Group determines the net interest expense (income) for the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense relating to defined benefit plans are recognised in profit or loss in net financial items.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on the curtailment is recognised immediately in the profit or loss. The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.
2.24. Share Based Payments
The Group operates a number of equity-settled, share-based schemes, under which the entity receives services from employees as consideration for equity instruments (shares and options) of the Group. The value of the employee services received is expensed in the Income Statement and its value is determined by reference to the fair value of the options granted:
- including any market performance conditions;
- excluding the impact of any service and non-market performance vesting conditions (for example, profitability or sales growth targets, or remaining an employee of the entity over a specified period); and
- including the impact of any non-vesting conditions (for example, the requirement for employees to save).
Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total expense or charge is recognised over the vesting period, which is the period over which all specified vesting conditions are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the Income Statement or equity as appropriate, with a corresponding adjustment to a separate reserve in equity.
When the options are exercised, the Company issues new shares or transfers the shares from the EBT. The proceeds received, net of any directly attributable transaction costs, are credited to share capital (nominal value) and share premium when the options are exercised.
2.25. Discontinued Operations
A discontinued operation is a component of the Group's business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which:
· represents a separate major line of business or geographic area of operations;
· is part of a single co-ordinated plan to dispose of a separate major line of business or geographic area of operations; or
· is a subsidiary acquired exclusively with a view to re-sale.
Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held-for-sale. The Group operates several business units which are constantly reviewed to ensure profitability.
On 13 December 2024, the Group sold BMix, Goijens with an option to sell Beton. During the year, the Group finalised the sale of Beton along with a sale of the mortar operation in Germany. Additionally, the Group has agreed the sale of a quarry and aggregates washing installation in the UK which is expected to complete in 2026. Management have assessed the 2025 disposals and expected disposal in 2026 in accordance with IFRS 5 and concluded that they do not represent a major line of business. Therefore, these disposals have been included within continuing operations as their separate presentation would not be material to the Group's Financial Statements.
2.26. Leases
The Group leases certain plant and equipment. Leases of plant and equipment where the Group has substantially all the risks and rewards of ownership are classified as Right-of-use assets and lease liability under IFRS 16.
Right-of-use assets are measured at cost, comprising the initial amount of the lease liability adjusted for any lease prepayments, plus initial direct costs, less any lease incentives received. Right-of-use assets are depreciated using the straight-line method from the start of the lease to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
Each lease payment is allocated between the liability and finance charges. The corresponding rental obligations, net of finance charges, are included in long-term and short-term borrowings and are measured at the present value of future lease payments, discounted at the Group's incremental borrowing rate and adjusted for time value of money. The interest element of the finance cost is charged to the Income Statement over the lease period to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The lease liabilities are shown in Note 24.
The Group elects to apply the exemptions, permitted by IFRS 16, for lease assets and liabilities regarding short-term and low-value leases. Charges recognised in the consolidated income statement in respect of these leases are not significant to the Group.
3. Financial Risk Management
3.1. Financial Risk Factors
The Group and Company's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group and Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group and Company's financial performance.
Risk management is carried out by the UK based management team under policies approved by the Board of Directors.
a) Market Risk
The Group is exposed to market risk, primarily relating to interest rate, foreign exchange and commodity prices. The Group has not sensitised the figures for fluctuations in interest rates, foreign exchange or commodity prices as the Directors are of the opinion that these fluctuations would not have a significant impact on the Financial Statements at the present time. The Group has a strong focus on operational gearing, allowing it to be flexible during economically disruptive events however the Directors will continue to assess the effect of movements in market risks on the Group's financial operations and initiate suitable risk management measures where necessary.
The Group has assessed the impact of the Interest Rate Benchmark Reform and confirms that it is not materially affected by the transition away from interbank offered rates (IBORs) or any other benchmark interest rate changes. The Group's Debt Facility is designated in EURs and therefore subject to interest based on the EURIBOR rate.
The Group will continue to monitor regulatory developments and market practices related to benchmark interest rate transitions to ensure compliance with any future requirements.
b) 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 monitors the exposure to credit risk on an ongoing basis and have credit insurance at several of the Group's subsidiaries. The Nordkalk and Fel's entities don't hold credit insurance as they have a stable customer base with minimal credit losses. No credit limits were exceeded during the period, and management does not expect any losses from non-performance by these counterparties.
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:
|
|
31 December 2025 |
31 December 2024 |
|
|
£'000 |
£'000 |
|
Trade and other receivables |
160,331 |
171,929 |
|
Cash and cash equivalents |
166,674 |
131,356 |
|
|
327,004 |
303,285 |
Credit risk associated with cash balances is managed and limited by transacting with financial institutions with high-quality credit ratings.
Trade and other receivables
The Group's exposure to credit risk stems mainly from the individual characteristics of each customer. However, management also considers the factors that could influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate.
The Group has established a credit policy under which each new customer is analysed individually for creditworthiness, before the Group's standard payment and delivery terms and conditions are offered to the customer. The Group's review includes external ratings, when available, and in some cases bank references.
Most of the Group's customers have been trading with the Group for years, and no major credit losses have occurred with these customers. Credit risk is monitored by grouping customers according to their credit characteristics, including whether they are individuals or legal entities and whether they are wholesale, retail or end-user customers, as well as by geographic location, industry and the existence of previous financial difficulties.
The maximum exposure to credit risk for trade and other receivables by reportable segment, was:
|
|
31 December 2025 |
31 December 2024 |
|
|
£'000 |
£'000 |
|
UK & Ireland |
43,634 |
43,619 |
|
Western Europe |
15,534 |
19,043 |
|
Nordics |
44,172 |
48,978 |
|
Central Europe |
57,424 |
42,646 |
|
Corporate |
(433) |
17,643 |
|
|
160,331 |
171,929 |
Impairment
At the reporting date the ageing of the trade receivables that were not impaired, were as follows.
|
|
31 December 2025 |
31 December 2024 |
|
|
£'000 |
£'000 |
|
Total trade receivables |
134,797 |
135,410 |
|
Not overdue |
103,290 |
105,795 |
|
Overdue 1 - 30 days |
21,589 |
18,905 |
|
Overdue 31 - 60 days |
4,293 |
6,064 |
|
Overdue 61 - 90 days |
2,238 |
1,433 |
|
More than 90 days |
7,194 |
5,321 |
|
Impairment loss recognised |
(3,807) |
(2,107) |
Provisions for impairment of trade and other receivables are calculated on a lifetime expected loss model in line with the simplified approach available under IFRS 9 for Trade Receivables. The key inputs in determining the level of provision are the historical level of bad debts experienced by the Group and ageing of outstanding amounts. Movements during the year were as follows:
|
|
31 December 2025 |
31 December 2024 |
|
|
£'000 |
£'000 |
|
At 1 January |
2,107 |
713 |
|
Amounts arising from business combinations |
- |
1,107 |
|
Charged to the Consolidated income statement during the year |
2,453 |
102 |
|
Movement in provision |
(753) |
185 |
|
|
3,807 |
2,107 |
Derivatives
Subsidiary currency risks are hedged by the parent or ultimate parent acting as counterparty in currency forward deals. External currency hedging is performed by finance and treasury functions as appropriate. In such deals, the counterparty is a bank or financial institution with a rating at least Baa3 from Moody's rating agency. A comparable credit rating from a reputable credit rating agency is acceptable. Exceptions may be granted on an individual basis in rare cases where a bank is chosen for geographical reasons but does not fulfil the stipulated rating criteria.
Items hedged against are CO2 emission rights, forecast energy consumption, loans in foreign currency and forecast earnings.
c) Currency Risk
The Group is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales and purchases are denominated and the respective functional currencies of Group companies. The functional currencies of Group companies are primarily the Pound, the Euro, the Polish Zloty (PLN), the Czech Koruna (CZK) and the Swedish Krona (SEK). The currencies in which these transactions are primarily denominated are GBP, CZK, EUR, PLN, and SEK. Additional exposures may arise from purchase of fuel in USD.
At any point in time, the Group hedges on average 60 to 100 per cent of its estimated foreign currency exposure in respect of forecast sales and purchases over the following 12-18 months. The Group uses forward exchange contracts to hedge its currency risk, with a maturity of up to 12 months from the reporting date.
Borrowings are, with a few exceptions, denominated in the subsidiaries' domestic currencies.
Exposure to currency risk
Currency risk sensitivity to a +/- 10 per cent change in the exchange rate is shown for the net currency position per currency. The summary of quantitative data relating to the Group's exposure to currency risk as reported to the Group management is as follows.
2025
|
GBP thousand |
EUR |
SEK |
USD |
PLN |
NOK |
CZK |
|
Gross exposure |
66,110 |
23,859 |
1,529 |
34,083 |
(4,450) |
7,159 |
|
Hedged |
(67,796) |
(27,190) |
1,493 |
85 |
2,812 |
- |
|
Net exposure |
(1,686) |
(3,331) |
3,021 |
34,168 |
(1,639) |
7,159 |
|
Sensitivity analysis (+/- 10%) |
(169) |
(333) |
302 |
3,417 |
(164) |
716 |
d) Liquidity Risk
The Group's continued future operations depend on the ability to raise sufficient working capital through the issue of equity share capital or debt. The Directors are reasonably confident that adequate funding will be forthcoming with which to finance operations owing to the continued support of the lenders and a history of successful capital raises. Controls over expenditure are carefully managed.
|
2025 |
1-12 months |
1-2 years |
2-5 years |
More than 5 years |
|
Contractual cash flows |
£'000 |
£'000 |
£'000 |
£'000 |
|
Non-derivative financial liabilities |
|
|
|
|
|
Loans |
52,866 |
53,293 |
474,546 |
- |
|
Trade and other payables |
315,692 |
160 |
164,319 |
- |
|
|
368,558 |
53,453 |
638,865 |
- |
|
Future forecast finance charges |
2,636 |
2,246 |
5,533 |
12,874 |
|
|
371,195 |
55,699 |
644,398 |
12,874 |
|
Derivative financial liabilities |
|
|
|
|
|
Forward exchange contracts used for hedging |
244 |
- |
- |
- |
|
Electricity hedges |
350 |
- |
- |
- |
|
|
594 |
- |
- |
- |
The outflows disclosed in the above tables represent the contractual discounted and undiscounted cash flows relating to derivative financial liabilities held for risk management purposed and which are not usually closed out before contractual maturity. The only discounted cash flows in the above table are the deferred consideration owing on the Lime Acquisitions and royalties on the CQG Group acquisition (previously Harries).
The interest payments on the variable interest rate loans in the table above reflect market forward interest rates at the reporting date and these amounts may change in line with changes in market interest rates. The future cash flows from derivative instruments may differ from the amount in the above table as interest rates and exchange rates change. Except for these financial liabilities, it is not expected that the cash flows included in the maturity analysis could occur significantly earlier or at significantly different amounts.
3.2. Capital Risk Management
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern, to enable the Group to continue its construction material investment activities, and to maintain an optimal capital structure to reduce the cost of capital.
To maintain or adjust the capital structure, the Group may adjust the issue of shares or sell assets to reduce debts.
Under the Group's New Debt Facilities, which has a carrying amount of £574.5 million (2024: 584.7 million), the Group is subject to covenants which are tested monthly and certified quarterly. These covenants are:
· Group interest cover ratio set at a minimum of 4.0 times; and
· A maximum adjusted leverage ratio, which is the ratio of total net debt, including further borrowings such as deferred consideration, to adjusted EBITDA, of 3.75x.
As of 31 December 2025, the Group comfortably complied with its bank facility covenants under the terms of the debt facility agreement.
There are no indications that the Group would have difficulties complying with the covenants in the future.
The Group defines capital based on the total equity of the Company. The Group monitors its level of cash resources available against future planned operational activities and the Company may issue new shares in order to raise further funds from time to time.
The gearing ratio on 31 December 2025 is as follows:
|
|
Consolidated |
|
|
|
31 December 2025 |
31 December 2024 |
|
|
£'000 |
£'000 |
|
Total borrowings (Note 24) |
639,026 |
641,832 |
|
Less: Cash and cash equivalents from continuing operations (Note 22) |
(166,674) |
(131,356) |
|
Net debt |
472,352 |
510,476 |
|
Total equity |
856,891 |
754,468 |
|
Total capital |
1,329,243 |
1,264,944 |
|
Gearing ratio |
0.36 |
0.40 |
4. Critical Accounting Estimates
The preparation of the Financial Statements, in conformity with UK IASs, requires management to make estimates, assumptions and judgements that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amount of expenses during the year. Actual results may vary from the estimates used to produce these Financial Statements.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant items subject to such estimates, assumptions and judgements include, but are not limited to:
a) Land and Mineral Reserves
The determination of fair values of land and mineral reserves are carried out by appropriately qualified persons in accordance with the Appraisal and Valuation standards published by the Royal Institution of Chartered Surveyors. To determine the reserves, management will engage an independent volume and tonnage assessment, which involves a topographic survey of the quarry working, conducted in 3 dimensions for the date of the assessment using a computer aided design (CAD) system and a series of theoretical computer-generated models, taking into account geotechnical and hydrogeological factors, as well as ensuring that there is a practical extraction plan so that all the rock can be recovered. This produces a removal of overburden model and removal of mineral model.
Following this, the volume of reserves is calculated and converted to tonnes by multiplying the volume by the density of the mineral. This process is based upon factors such as estimates of commodity prices and geological assumptions and judgements. Additional estimates include future capital requirements and production costs.
The PPAs included the revaluation of land and minerals based on the estimated remaining reserves within St John's, Les Vardes, Aberdo, Carrières du Hainaut, Cymru Quarry Group, Nordkalk, JQG, Fels, Vitosov and Clogrennane. These are then valued based on the estimated remaining life of the mines and the net present value for the price per tonnage.
b) Estimated Impairment of Goodwill
Goodwill arising on business combinations is not amortised but is reviewed for impairment on an annual basis, or more frequently if there are indications that the goodwill may be impaired. Goodwill is allocated to groups of cash generating units according to the level at which management monitor that goodwill, which is at the level of operating segments.
Where the carrying value exceeds the estimated recoverable amount (being the greater of fair value less costs and value-in-use), an impairment loss is recognised by writing down goodwill to its recoverable amount. When an impairment is recognised as an expense, it is not subsequently reversed.
To assess the value-in-use, the net cash flow forecasts are extrapolated using long-term growth rates to determine the terminal value. These net cash flow forecasts reflect volumes, sales prices, cost of sales and administration costs assumptions in addition to other cash flow movements. Future cash flows, including the terminal value, are discounted to their present value using a pre-tax discount rate takes into account the current market assessments of the time value of money and the certain risks for which the future cash flow estimates have not been adjusted. The future cash flow estimates exclude net cash movement attributable to financing activities and income tax.
The impairment test process requires management to make significant judgements and estimates regarding the valuation models, discount rates used, and future cash flows projected to be generated by the operating segment to which goodwill has been allocated. Further information on the impairment assessment and key assumptions used is detailed in note 17.
The PPA assessments provide a reduction to the goodwill for each operating segment via the fair value assessment of the assets acquired in new entities as at the completion date.
Goodwill has a carrying value of £467.9 million as at 31 December 2025 (31 December 2024: £446.9 million). Management has concluded that an impairment charge was not necessary to the carrying value of goodwill for the period ended 31 December 2025 (31 December 2024: £nil). See Note 2.6 to the Financial Statements.
c) Restoration Provision
The Group's provision for restoration costs is an accounting estimate and has a carrying value at 31 December 2025 of £48.2 million (31 December 2024: £50 million) and relate to the removal of the plant and equipment and restoration of the site to a safe and secure environment across all regions.
The cost of removal and restoration of the site is a judgement determined by management for the removal and disposal of the machinery at the point at which the reserves are no longer available for business use. Management judgements are based on a site-by-site basis on the evaluation of available information such as prior experience and current laws and regulations. There are a number of uncertainties which may impact management's judgements including change in governments, laws and regulations, unknown factors and changes in technology.
The restoration provision is a commitment to restore the site to a safe and secure environment. These provisions are reviewed annually.
d) Recognition of deferred tax assets
Uncertainty exists related to the availability of future taxable profit against which tax attributes such as tax losses and corporate restricted interest carried forward can be used, however deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which tax attributes can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based on the likely timing and level of future taxable profits, together with future tax planning strategies. Further information on income taxes is disclosed in Note 15.
e) Fair value of financial instruments
The fair values of financial instruments that cannot be determined based on quoted market prices and rates are established using different valuation techniques. The Group uses judgement to select methods and make assumptions that are mainly based on market conditions existing at the end of the reporting period. Factors regarding valuation techniques and their assumptions could affect the reported fair values. Further information on fair value of financial instruments is disclosed in note 33.
5. Dividends
No dividend has been declared or paid by the Company during the year ended 31 December 2025 (2024: nil).
6. Segment Information
Management has determined the operating segments based on reports reviewed by the Board of Directors that are used to make strategic decisions. During the periods presented the Group has four geographical regions, UK & Ireland which comprises of UK Lime, UK Stone, Irish Lime and UK Products; Western Europe which comprises of Belgian Stone and Development; Central Europe which comprises of German Lime, Czech Lime, Polish Lime, Polish Stone, the Baltics and Development and Nordics with comprises of Nordic Lime and Nordic Stone. Activities in the UK & Ireland, Western Europe, Central Europe and Nordics regions relate to the production of minerals and sale of materials, products and services.
|
|
|
|
|
||||||||
|
|
|
|
|
||||||||
|
|
|
|
31 December 2025 |
|
|||||||
|
|
UK & Ireland |
Western Europe |
Nordics |
Central Europe |
Corporate |
Total |
|||||
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|||||
|
Revenue (continuing operations) |
257,642 |
68,593 |
241,940 |
467,722 |
- |
1,035,897 |
|||||
|
Depreciation & Amortisation |
23,761 |
8,167 |
18,586 |
35,233 |
334 |
86,081 |
|||||
|
Net finance expense |
2,157 |
390 |
192 |
5,993 |
37,019 |
45,751 |
|||||
|
Underlying Profit from operations per reportable segment |
48,526 |
8,685 |
38,299 |
101,677 |
(15,446) |
181,741 |
|||||
|
Additions to non-current assets |
17,422 |
(5,466) |
11,006 |
50,592 |
(619) |
72,935 |
|||||
|
Reportable segment non-current assets |
387,655 |
115,033 |
398,601 |
885,594 |
9,553 |
1,796,436 |
|||||
|
Reportable segment assets |
486,175 |
146,492 |
515,748 |
1,048,759 |
65,956 |
2,263,130 |
|||||
|
Reportable segment liabilities |
101,368 |
63,047 |
97,639 |
529,787 |
614,398 |
1,406,239 |
|||||
|
|
|
|
31 December 2024 |
|||||
|
|
UK & Ireland |
Western Europe |
Nordics |
Central Europe |
Corporate |
Total |
||
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
||
|
Revenue (continuing operations) |
232,370 |
62,475 |
250,179 |
417,260 |
222 |
962,506 |
||
|
Depreciation & Amortisation |
16,561 |
6,625 |
17,345 |
31,299 |
232 |
72,062 |
||
|
Net finance expense |
1,327 |
265 |
638 |
2,463 |
48,126 |
52,819 |
||
|
Underlying Profit from operations per reportable segment |
42,119 |
8,628 |
35,355 |
88,631 |
(14,103) |
160,629 |
||
|
Additions to non-current assets |
180,512 |
(967) |
(34,854) |
802,452 |
7,258 |
954,402 |
||
|
Reportable segment non-current assets |
370,233 |
116,443 |
387,595 |
839,059 |
10,172 |
1,723,502 |
||
|
Reportable segment assets |
457,921 |
152,473 |
506,111 |
985,065 |
48,257 |
2,149,827 |
||
|
Reportable segment liabilities |
109,220 |
68,803 |
103,652 |
494,096 |
620,383 |
1,396,159 |
||
2024 Segment information has been provided on continuing operations for income statement items. Discontinued operations assets and liabilities are included in the Western Europe region. For further information on discontinued operations, please refer to note 14.
7. Revenue
|
|
Consolidated |
|
|
|
31 December 2025 |
31 December 2024 |
|
Continuing Operations |
£'000 |
£'000 |
|
High-grade minerals |
733,836 |
683,417 |
|
Aggregates & stone |
123,770 |
115,004 |
|
Value-add products |
178,291 |
164,085 |
|
|
1,035,897 |
962,506 |
The revenue figures above relate to continuing operations, including discontinued operations, total revenue for 2024 was £997.6 million.
High-grade minerals revenue relates to the sale of minerals to be used for industrial purposes and includes limestone powder, quicklime, ground calcium carbonate and aggregates. These revenues are recognised at a point in time as the product is transferred to the customer, except for contracting and similar services where revenue is recognised over time.
Aggregates and stone revenue relates to essential materials in the building industry, comprising sand, gravel, crushed stone and recycled concrete. These revenues are recognised in the same way as high-grade mineral revenues.
Value added products is the sale of finished goods that have undertaken a manufacturing process within each of the subsidiaries. These revenues are recognised in the same way as high-grade mineral revenues.
The Group contracting services revenue for the year ended 31 December 2025 was £31.5 million (2024: £26.4 million). Refer to note 2.20 for further information on contracting services.
8. Expenses by Nature
|
|
Consolidated |
|
|
|
31 December 2025 |
31 December 2024 |
|
|
£'000 |
£'000 |
|
Cost of sales |
|
|
|
Changes in inventories of finished goods and work in progress |
24,569 |
12,074 |
|
Raw materials & production |
311,360 |
315,048 |
|
Distribution & selling expenses |
91,929 |
90,571 |
|
Employees & contractors |
181,569 |
183,987 |
|
Maintenance expense |
36,804 |
39,274 |
|
Plant hire expense |
6,332 |
6,632 |
|
Depreciation & amortisation expense |
86,081 |
72,062 |
|
Other costs of sale |
28,268 |
14,286 |
|
Total cost of sales |
766,912 |
733,934 |
|
Administrative expenses |
|
|
|
Operational admin expenses |
88,827 |
102,077 |
|
Corporate admin expenses |
41,136 |
43,547 |
|
Total administrative expenses |
129,963 |
145,624 |
Corporate administrative expenses include £20 million (2024: £17 million) of non-underlying expenses. Refer to Note 11 for more information.
Restructuring costs of £6.2 million are included throughout the cost of sales and administrative expenses. Refer to Note 11 for more information.
During the year the Group (including its overseas subsidiaries) obtained the following services from the Company's auditors and its associates:
|
|
Consolidated |
|
|
|
31 December 20251 |
31 December 2024 |
|
|
£'000 |
£'000 |
|
Fees payable to the Company's auditor and its associates for the audit of the Company and Consolidated Financial Statements |
1,066 |
484 |
|
|
1,066 |
484 |
1 This amount includes the under accrual of the previous year audit fees
9. Employee Benefits Expense
|
|
Consolidated |
|
Company |
||
|
|
31 December 2025 |
31 December 2024 |
|
31 December 2025 |
31 December 2024 |
|
Staff costs (excluding directors) |
£'000 |
£'000 |
|
£'000 |
£'000 |
|
Salaries and wages |
155,516 |
148,525 |
|
6,098 |
4,678 |
|
Post-employment benefits |
2,340 |
1,726 |
|
239 |
128 |
|
Social security contributions and similar taxes |
12,248 |
12,188 |
|
1,441 |
1,005 |
|
Other employment costs |
10,428 |
10,966 |
|
73 |
- |
|
Share based payments |
3,883 |
4,555 |
|
3,883 |
425 |
|
|
184,415 |
177,960 |
|
11,734 |
6,236 |
|
|
Consolidated |
|
Company |
||
|
|
31 December 2025 |
31 December 2024 |
|
31 December 2025 |
31 December 2024 |
|
Average number of FTE employees by function |
# |
# |
|
# |
# |
|
Management |
134 |
116 |
|
9 |
8 |
|
Operations |
2,211 |
2,527 |
|
- |
- |
|
Administration |
603 |
508 |
|
10 |
8 |
|
|
2,948 |
3,151 |
|
19 |
16 |
10. Directors' Remuneration
|
|
|
|
|
||
|
|
For the period ended 31 December 2025 |
||||
|
|
Directors' fees |
Bonus |
Taxable benefits |
Pension benefits |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Executive Directors |
|
|
|
|
|
|
David Barrett |
478 |
712 |
- |
40 |
1,229 |
|
Jan van Beek (1) |
390 |
575 |
- |
34 |
999 |
|
Max Vermorken |
684 |
970 |
- |
40 |
1,694 |
|
Non-executive Directors |
|
|
|
|
|
|
Timothy Hall (2) |
74 |
- |
415 |
- |
489 |
|
Simon Chisholm |
95 |
- |
- |
10 |
105 |
|
Jacques Emsens |
74 |
- |
- |
- |
74 |
|
Axelle Henry |
74 |
- |
- |
- |
74 |
|
Peter Johnson |
78 |
- |
- |
- |
78 |
|
Francesca Medda |
74 |
- |
- |
- |
74 |
|
|
2,021 |
2,257 |
415 |
124 |
4,816 |
|
|
|
|
|
||
|
|
|
|
|||
|
|
For the period ended 31 December 2024 |
||||
|
|
Directors' fees |
Bonus |
Taxable benefits |
Pension benefits |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Executive Directors |
|
|
|
|
|
|
David Barrett |
390 |
488 |
- |
40 |
918 |
|
Garth Palmer (3) |
390 |
488 |
- |
40 |
918 |
|
Max Vermorken |
550 |
688 |
- |
40 |
1,278 |
|
Non-executive Directors |
|
|
|
|
|
|
Timothy Hall |
70 |
- |
- |
- |
70 |
|
Simon Chisholm |
70 |
- |
- |
7 |
77 |
|
Jacques Emsens |
70 |
- |
- |
- |
70 |
|
Axelle Henry |
70 |
- |
- |
- |
70 |
|
Peter Johnson (4) |
50 |
- |
- |
- |
50 |
|
Francesca Medda (4) |
50 |
- |
- |
- |
50 |
|
|
1,710 |
1,664 |
- |
127 |
3,501 |
(1) Appointed on 1 January 2025
(2) The taxable benefits relate to the exercise of his FY19 share options.
(3) Resigned on 31 December 2024
(4) Appointed on 12 April 2024
The bonuses earned in the year by the Directors reflect the performance of the business, were based on industry standard criteria taking into account external market data, were recommended by the Remuneration Committee and approved by the Board. The share based payment charge on options attributable to the Directors for the year was £5.9 million.
11. Non-underlying Items
|
|
Consolidated |
|
|
|
31 December 2025 |
31 December 2024 |
|
|
£'000 |
£'000 |
|
Acquisition related expenses |
4,242 |
16,832 |
|
Prior acquisition earn out agreement |
3,090 |
- |
|
Amortisation and remeasurement of acquired assets |
13,866 |
13,910 |
|
Amortisation of finance costs |
2,972 |
5,864 |
|
Restructuring expenses |
6,153 |
24,999 |
|
Share option expense |
9,817 |
6,942 |
|
Unwinding of discount on deferred consideration |
6,563 |
2,942 |
|
Reversal of non-underlying gains |
4,937 |
(4,937) |
|
Non-underlying tax credits and tax rate changes |
(19,680) |
(4,458) |
|
Net other non-underlying expenses & gains |
3,540 |
7,419 |
|
|
35,500 |
69,513 |
Under IFRS 3 - Business Combinations, acquisition costs have been expensed as incurred. Additionally, the Group incurred additional costs associated with obtaining debt financing, including advisory fees to restructure.
Acquisition related expenses include exclusivity, introducer, advisor, consulting, legal fees, accounting fees, insurance and ongoing transaction services costs.
Prior acquisition earn out agreement expenses relate to earn out payments to the sellers of the Retaining UK business.
Amortisation and remeasurement of acquired assets are non-cash items which distort the underlying performance of the businesses acquired. Amortisation of acquired assets arise from certain fair value uplifts resulting from the PPA. Remeasurement of acquired assets arises from ensuring assets from acquisitions are depreciated in line with Group policy.
Restructuring expenses relate to the reorganisation and integration of recently acquired subsidiaries, including costs associated with site optimisation, transitional salary costs, redundancies, severance & recruitment fees, and costs associated with financial reporting and system migrations.
Share option expense is the fair value of the LTIP's issued in 2021, share options issued on 4 January 2024 and the 2025 LTIP for shares which have not yet been granted, refer to Note 29 more information.
Unwinding of discount on deferred consideration is a non-cash adjustment relating to deferred consideration arising on acquisitions.
Reversal of non-underlying gains is a non-cash adjustment due to change in Group accounting policy for consolidation of the EBT.
Non-underlying tax movements relate to tax movements on share options for the period, deferred tax liability unwind on the asset fair value uplift, true up tax balances from pre-acquisition period and the reduction in German tax rate for deferred tax recognition from 29.3% to 25.8%.
Amortisation of finance costs is the amortisation of borrowing costs on the Syndicated Senior Credit Facility. These costs are amortised over a 5-year period.
Net other non-underlying expenses and gains include other advisory fees and other associated costs.
12. Net Finance Income/(Expense)
|
|
Consolidated |
|
|
|
31 December 2025 |
31 December 2024 |
|
|
£'000 |
£'000 |
|
Net interest expense |
(36,289) |
(44,370) |
|
Dividends |
73 |
357 |
|
Other finance expense |
(2,972) |
(5,864) |
|
Unwinding of discount on deferred consideration |
(6,563) |
(2,942) |
|
|
(45,751) |
(52,819) |
13. Other Net Gains/(Losses)
|
|
Consolidated |
|
|
|
31 December 2025 |
31 December 2024 |
|
|
£'000 |
£'000 |
|
Gain on disposal of property, plant and equipment |
3,204 |
317 |
|
Other gains |
5,278 |
388 |
|
Gain on disposal of subsidiary (refer to note 14) |
- |
9,804 |
|
Share of earnings from joint ventures |
543 |
316 |
|
Reversal of non-underlying gains |
(4,937) |
4,937 |
|
Forex movement |
1,512 |
(1,402) |
|
|
5,600 |
14,360 |
14. Discontinued Operations
In December 2024, the Group disposed of non-core Belgian and French concrete plants, Bmix, Goijens and with the option to sell Beton. The disposal of BMix and Goijens completed in December and Beton completed in June 2025.
Financial information relating to the discontinued operation for the period is set out below.
|
Income statement |
31 December 2025 £'000 |
31 December 2024 £'000 |
|
Revenue |
- |
35,108 |
|
Cost of sales |
- |
(29,706) |
|
Gross profit |
- |
5,402 |
|
Administration expenses |
- |
(3,541) |
|
Other expenses |
- |
(580) |
|
Corporations tax |
- |
(603) |
|
Profit from discontinued operation |
- |
678 |
|
FX translation reserve |
- |
(6) |
|
Total comprehensive income from discontinued operation |
- |
672 |
|
Basic earnings per share attributable to owners of the parent (expressed in pence per share) |
- |
0.06 |
|
Cash movement |
31 December 2025 £'000 |
31 December 2024 £'000 |
|
Net cash outflow from operating activities |
- |
4,191 |
|
Net cash inflow from investing activities |
- |
(2,058) |
|
Net cash inflow from financing activities |
- |
349 |
|
Net increase / (decrease) in cash generated by the subsidiary |
- |
2,482 |
|
Balance Sheet |
|
31 December 2025
|
31 December 2024
|
|
|
|
£'000 |
£'000 |
|
Non-current assets as held for sale |
|
|
|
|
Property, plant and equipment |
|
- |
1,336 |
|
Intangible assets |
|
- |
2,705 |
|
Other receivables |
|
- |
16 |
|
|
|
- |
4,057 |
|
Current Assets as held for sale |
|
|
|
|
Trade and other receivables |
|
- |
1,804 |
|
Inventories |
|
- |
367 |
|
Cash and cash equivalents |
|
- |
944 |
|
|
|
- |
3,115 |
|
Total assets |
|
- |
7,172 |
|
|
|
|
|
|
Non-current liabilities as held for sale |
|
|
|
|
Deferred tax liability |
|
- |
- |
|
|
|
- |
- |
|
Current liabilities as held for sale |
|
|
|
|
Trade and other payables |
|
- |
1,433 |
|
Current tax payable |
|
- |
110 |
|
|
|
- |
1,543 |
|
Total liabilities |
|
- |
1,543 |
|
Net assets of the disposal group |
|
- |
5,629 |
15. Taxation
|
|
Consolidated |
|
|
|
31 December 2025 |
31 December 2024 |
|
Tax recognised in Consolidated Income Statement |
£'000 |
£'000 |
|
Current tax |
21,839 |
20,266 |
|
Deferred tax |
(8,014) |
(3,735) |
|
Total tax charge in the Income Statement |
13,825 |
16,531 |
|
|
Consolidated |
|
|
|
31 December 2025 |
31 December 2024 |
|
Recognised within the Consolidated Statement of Other Comprehensive Income |
£'000 |
£'000 |
|
Deferred tax - retirement benefit obligations |
658 |
(9) |
|
Deferred tax - cash flow hedges |
19 |
(195) |
|
Total tax recognised within the Consolidated Statement of Comprehensive Income |
677 |
(204) |
|
|
Consolidated |
|
|
|
31 December 2025 |
31 December 2024 |
|
Recognised directly in Equity |
£'000 |
£'000 |
|
Current tax - Currency translation |
(3,037) |
2,104 |
|
Deferred tax - share options (1) |
(6,096) |
(1,201) |
|
Deferred tax - other equity movements |
(352) |
244 |
|
Total tax recognised directly in Equity |
(9,485) |
1,147 |
(1) The current year and prior years deferred tax on share options were directly recognised in the Consolidated Statement of Changes in Equity as 'Other equity adjustments' totalling £7.9 million.
The differences between the total tax charge and the amount calculated by applying the standard UK corporation tax of 25% (2024: 25%) to the profit before tax of the Group are as follows:
|
|
Consolidated |
|
|
|
31 December 2025 |
31 December 2024 |
|
|
£'000 |
£'000 |
|
Profit on ordinary activities before tax |
98,869 |
44,489 |
|
Current tax using the UK corporation tax rate of 25% (2024: 25%) |
24,717 |
11,146 |
|
Effects of: |
|
|
|
Expenses not deductible |
6,700 |
7,860 |
|
Income not taxable |
(1,283) |
(6,179) |
|
Deferred tax not recognised |
2,867 |
8,710 |
|
Adjustment to tax charge in respect of prior periods |
(2,142) |
(1,392) |
|
Effect of overseas tax rates |
(4,755) |
(3,639) |
|
Changes in tax rates |
(12,279) |
25 |
|
Tax charge |
13,825 |
16,531 |
On 20 June 2023, Finance (No.2) Act 2023 was substantively enacted in the UK, introducing a global minimum effective tax rate of 15%. The legislation implements a domestic top-up tax and a multinational top-up tax, effective for accounting periods starting on or after 31 December 2023. However, this legislation does not apply to the Group in the financial year beginning 1 January 2025 as its consolidated revenue does not meet the legislation requirements of being greater than €750m in two of the four preceding years. The Group will continue to monitor the legislation in future years.
|
Recognised in the Consolidated Balance Sheet |
31 December 2025 £'000 |
31 December 2024 £'000 |
|
Deferred tax assets |
91 |
331 |
|
Deferred tax liabilities |
(191,664) |
(196,288) |
|
Net deferred tax liabilities |
(191,573) |
(195,957) |
|
|
Fixed Assets |
Share based payments |
Other temporary differences |
Total |
|
Net deferred tax liabilities |
£'000 |
£'000 |
£'000 |
£'000 |
|
At 1 January 2024 |
(78,822) |
1,869 |
4,773 |
(72,181) |
|
Disposals/ (Acquisitions) |
(142,876) |
- |
- |
(142,876) |
|
Charged/(Credited) to income statement |
5,029 |
1,914 |
(3,731) |
3,211 |
|
Amount charged/(Credited) to OCI |
- |
- |
204 |
204 |
|
Amount charged/(Credited) to equity |
- |
1,201 |
(244) |
957 |
|
Foreign exchange on translation taken to equity |
15,142 |
15 |
(420) |
14,736 |
|
At 31 December 2024 |
(201,527) |
4,998 |
572 |
(195,957) |
|
At 1 January 2025 |
(201,527) |
4,998 |
572 |
(195,957) |
|
Reallocation |
(4,268) |
(331) |
4,599 |
- |
|
Charged/(Credited) to income statement |
12,112 |
1,533 |
(5,631) |
8,104 |
|
Amount charged/(Credited) to OCI |
- |
- |
(677) |
(677) |
|
Amount charged/(Credited) to equity |
- |
6,096 |
352 |
6,448 |
|
Foreign exchange on translation taken to equity |
(9,599) |
- |
198 |
(9,400) |
|
At 31 December 2025 |
(203,282) |
12,295 |
(587) |
(191,573) |
Deferred tax assets and liabilities are offset to the extent that there is a legally enforceable right to offset current tax assets against current tax liabilities.
Deferred tax assets in relation to losses of £4.3 million (2024: £3.5 million) and other temporary differences with no expiry including corporate interest restriction of £13.9 million (2024: £11.7 million) have not been recognised within the Consolidated Balance Sheets due to uncertainty over their recoverability.
At SigmaRoc plc, deferred tax assets relating to share based payments of £12.3 million (2024: £4.7 million) have not been recognised on its balance sheet due to uncertainty over its recoverability.
The temporary differences associated with investments in the Group's subsidiaries, associates and joint ventures for which a deferred tax liability has not been recognised in the periods presented, aggregate for which a deferred tax liability of £0.8 million (2024: £0 million) has not been recognised. No liability has been recognised because the Group is in a position to control the timing of the reversal of those temporary differences and it is probable that such differences will not reverse in the foreseeable future.
16. Property, Plant and Equipment
|
|
|
Consolidated |
|||||||
|
|
Office Equipment |
Land and minerals |
Land and buildings |
Plant and machinery |
Vehicles |
Right of use |
Construction in progress |
Total |
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
Cost |
|
|
|
|
|
|
|
|
|
|
As at 1 January 2024 |
5,318 |
448,630 |
170,855 |
355,939 |
27,642 |
42,074 |
20,527 |
1,070,985 |
|
|
Discontinued operations |
- |
- |
(157) |
(908) |
(50) |
(428) |
- |
(1,543) |
|
|
Acquired through acquisition |
- |
277,034 |
78,724 |
312,057 |
12,511 |
20,527 |
13,496 |
714,349 |
|
|
Disposal of subsidiary |
(427) |
- |
(5,604) |
(9,396) |
(5,745) |
(787) |
- |
(21,959) |
|
|
Transfer between classes/ reallocation from intangibles |
- |
(2,064) |
(2,199) |
6,341 |
743 |
49 |
(5,892) |
(3,022) |
|
|
Fair value adjustment |
- |
126,472 |
24,364 |
(365) |
340 |
- |
- |
150,810 |
|
|
Additions |
147 |
5,026 |
5,799 |
34,022 |
1,800 |
8,553 |
16,212 |
71,559 |
|
|
Disposals |
- |
(2,171) |
(4,991) |
(1,569) |
(732) |
(2,127) |
- |
(11,590) |
|
|
Forex |
(102) |
(3,082) |
(4,351) |
(12,905) |
153 |
(402) |
(1,277) |
(21,966) |
|
|
As at 31 December 2024 |
4,936 |
849,845 |
262,440 |
683,216 |
36,662 |
67,459 |
43,066 |
1,947,624 |
|
|
As at 1 January 2025 |
4,936 |
849,845 |
262,440 |
683,216 |
36,662 |
67,459 |
43,066 |
1,947,624 |
|
|
Disposal of subsidiary |
- |
- |
(190) |
(1,134) |
(61) |
(515) |
- |
(1,900) |
|
|
Transfer between classes |
(7) |
6,107 |
(13,978) |
4,163 |
(420) |
1,349 |
(1,025) |
(3,811) |
|
|
Additions |
296 |
5,190 |
8,554 |
40,271 |
2,946 |
19,567 |
18,587 |
95,411 |
|
|
Disposals |
- |
(2,955) |
(2,349) |
(11,951) |
(2,184) |
(2,820) |
- |
(22,259) |
|
|
Forex |
167 |
40,682 |
12,325 |
39,087 |
1,265 |
3,613 |
1,812 |
98,951 |
|
|
As at 31 December 2025 |
5,392 |
898,869 |
266,802 |
753,652 |
38,208 |
88,653 |
62,440 |
2,114,016 |
|
|
Depreciation |
|
|
|
|
|
|
|
|
|
|
As at 1 January 2024 |
4,640 |
88,998 |
90,899 |
269,817 |
20,477 |
23,592 |
- |
498,423 |
|
|
Discontinued operations |
- |
- |
(6) |
(115) |
(39) |
(48) |
- |
(208) |
|
|
Acquired through acquisition |
- |
44,717 |
18,942 |
105,849 |
5,645 |
841 |
- |
175,994 |
|
|
Disposal of subsidiary |
(206) |
- |
(1,106) |
(6,794) |
(4,398) |
(645) |
- |
(13,149) |
|
|
Transfer between classes/ reallocation from intangibles |
- |
1,032 |
(1,687) |
1,455 |
(204) |
(136) |
- |
460 |
|
|
Charge for the year |
173 |
18,841 |
8,256 |
31,703 |
2,839 |
7,644 |
- |
69,456 |
|
|
Disposals |
- |
- |
- |
(768) |
(603) |
(2,243) |
- |
(3,614) |
|
|
Forex |
(129) |
(277) |
(1,961) |
(14,756) |
(1,177) |
(383) |
- |
(18,683) |
|
|
As at 31 December 2024 |
4,478 |
153,311 |
113,337 |
386,391 |
22,540 |
28,622 |
- |
708,679 |
|
|
As at 1 January 2025 |
4,478 |
153,311 |
113,337 |
386,391 |
22,540 |
28,622 |
- |
708,679 |
|
|
Disposal of subsidiary |
- |
- |
(7) |
(138) |
(47) |
(57) |
- |
(249) |
|
|
Transfer between classes |
(10) |
(1,869) |
(1,377) |
(1,762) |
257 |
(179) |
- |
(4,940) |
|
|
Charge for the year |
211 |
21,434 |
8,954 |
34,922 |
2,417 |
14,154 |
- |
82,092 |
|
|
Disposals |
- |
(2,826) |
(627) |
(7,256) |
(1,789) |
(2,673) |
- |
(15,171) |
|
|
Forex |
163 |
7,404 |
4,852 |
24,359 |
716 |
1,826 |
- |
39,320 |
|
|
As at 31 December 2025 |
4,842 |
177,454 |
125,132 |
436,516 |
24,094 |
41,693 |
- |
809,731 |
|
|
Net book value |
|
|
|
|
|
|
|
|
|
|
As at 31 December 2024 |
458 |
696,534 |
149,103 |
296,825 |
14,122 |
38,837 |
43,066 |
1,238,945 |
|
|
As at 31 December 2025 |
550 |
721,415 |
141,670 |
317,136 |
14,114 |
46,960 |
62,440 |
1,304,285 |
|
|
|
Right of use assets |
||||||
|
|
Office Equipment |
Land and minerals |
Land and buildings |
Plant and machinery |
Vehicles |
Total |
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
Cost |
|
|
|
|
|
|
|
|
As at 1 January 2024 |
- |
4,648 |
8,595 |
28,819 |
12 |
42,074 |
|
|
Discontinued Operations |
- |
- |
- |
(428) |
- |
(428) |
|
|
Acquired through acquisition |
955 |
711 |
17,046 |
1,742 |
73 |
20,527 |
|
|
Transfer between classes |
- |
- |
- |
- |
49 |
49 |
|
|
Disposal of subsidiary |
- |
- |
- |
(787) |
- |
(787) |
|
|
Additions |
270 |
385 |
413 |
7,485 |
- |
8,553 |
|
|
Disposals |
(179) |
(28) |
(406) |
(1,514) |
- |
(2,127) |
|
|
Forex |
(67) |
(187) |
(29) |
(119) |
- |
(402) |
|
|
As at 31 December 2024 |
979 |
5,529 |
25,619 |
35,198 |
134 |
67,459 |
|
|
As at 1 January 2025 |
979 |
5,529 |
25,619 |
35,198 |
134 |
67,459 |
|
|
Disposal of subsidiary |
- |
- |
- |
(515) |
- |
(515) |
|
|
Transfer between classes |
175 |
57 |
1,044 |
74 |
- |
1,349 |
|
|
Disposal of subsidiary |
(282) |
- |
(865) |
(1,673) |
- |
(2,820) |
|
|
Additions |
94 |
63 |
1,213 |
7,652 |
10,544 |
19,567 |
|
|
Disposals |
(282) |
- |
(865) |
(1,673) |
- |
(2,820) |
|
|
Forex |
122 |
298 |
169 |
3,050 |
(27) |
3,613 |
|
|
As at 31 December 2025 |
1,089 |
5,947 |
27,180 |
43,786 |
10,651 |
88,653 |
|
|
Depreciation |
|
|
|
|
|
|
|
|
As at 1 January 2024 |
- |
731 |
3,083 |
19,774 |
4 |
23,592 |
|
|
Discontinued Operations |
- |
- |
- |
(48) |
- |
(48) |
|
|
Acquired through acquisition |
544 |
- |
162 |
135 |
- |
841 |
|
|
Transfer between classes |
- |
- |
- |
(136) |
- |
(136) |
|
|
Disposal of subsidiary |
- |
- |
- |
(645) |
- |
(645) |
|
|
Charge for the year |
257 |
184 |
1,949 |
5,234 |
20 |
7,644 |
|
|
Disposals |
(179) |
- |
(406) |
(1,658) |
- |
(2,243) |
|
|
Forex |
(27) |
(76) |
(11) |
(269) |
- |
(383) |
|
|
As at 31 December 2024 |
595 |
839 |
4,777 |
22,387 |
24 |
28,622 |
|
|
As at 1 January 2025 |
595 |
839 |
4,777 |
22,387 |
24 |
28,622 |
|
|
Disposal of subsidiary |
- |
- |
- |
(57) |
- |
(57) |
|
|
Transfer between classes |
(175) |
- |
- |
(4) |
- |
(179) |
|
|
Charge for the year |
232 |
211 |
2,510 |
6,337 |
4,864 |
14,154 |
|
|
Disposals |
(271) |
- |
(736) |
(1,665) |
- |
(2,673) |
|
|
Forex |
53 |
631 |
31 |
1,108 |
2 |
1,825 |
|
|
As at 31 December 2025 |
434 |
1,681 |
6,582 |
28,106 |
4,890 |
41,693 |
|
|
Net book value |
|
|
|
|
|
|
|
|
As at 31 December 2024 |
384 |
4,690 |
20,842 |
12,811 |
110 |
38,837 |
|
|
As at 31 December 2025 |
655 |
4,266 |
20,598 |
15,680 |
5,761 |
46,960 |
|
|
|
Company |
|||||
|
|
Office Equipment |
Land & Buildings |
Motor Vehicle |
Right of Use |
Total |
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
Cost |
|
|
|
|
|
|
|
As at 1 January 2024 |
265 |
- |
- |
234 |
499 |
|
|
Additions |
15 |
- |
- |
612 |
627 |
|
|
Disposals |
- |
- |
- |
- |
- |
|
|
As at 31 December 2024 |
280 |
- |
- |
846 |
1,126 |
|
|
As at 1 January 2025 |
280 |
- |
- |
846 |
1,126 |
|
|
Additions |
64 |
- |
- |
- |
64 |
|
|
Disposals |
- |
- |
- |
- |
- |
|
|
As at 31 December 2025 |
344 |
- |
- |
846 |
1,190 |
|
|
Depreciation |
|
|
|
|
|
|
|
As at 1 January 2024 |
150 |
- |
- |
183 |
333 |
|
|
Charge for the year |
52 |
- |
- |
92 |
144 |
|
|
Disposals |
- |
- |
- |
- |
- |
|
|
As at 31 December 2024 |
202 |
- |
- |
275 |
477 |
|
|
As at 1 January 2025 |
202 |
- |
- |
275 |
477 |
|
|
Charge for the year |
65 |
- |
- |
122 |
187 |
|
|
Disposals |
- |
- |
- |
- |
- |
|
|
As at 31 December 2025 |
267 |
- |
- |
397 |
664 |
|
|
Net book value |
|
|
|
|
|
|
|
As at 31 December 2024 |
78 |
- |
- |
571 |
649 |
|
|
As at 31 December 2025 |
77 |
- |
- |
449 |
526 |
|
17. Intangible Assets
|
|
Consolidated |
|||||||
|
|
Goodwill |
Customer Relations |
Intellectual property |
Research & Development |
Branding |
Other Intangibles |
Total |
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
£'000 |
|
|
Cost |
|
|
|
|
|
|
|
|
|
As at 1 January 2024 |
170,337 |
11,762 |
- |
5,952 |
3,210 |
20,126 |
211,387 |
|
|
Additions |
- |
- |
100 |
- |
- |
3,358 |
3,458 |
|
|
Reallocations |
- |
- |
- |
- |
- |
2,064 |
2,064 |
|
|
Additions through business combination |
401,337 |
- |
- |
- |
- |
8,353 |
409,690 |
|
|
Fair value adjustments - Bjorka Minerals & ST Investicija |
(5,718) |
- |
- |
- |
- |
- |
(5,718) |
|
|
Fair value adjustments - CRH Lime Acquisitions |
(114,660) |
|
|
|
|
|
(114,660) |
|
|
Disposal of subsidiary |
(3,836) |
(2,085) |
- |
- |
- |
- |
(5,921) |
|
|
Discontinued operations |
- |
- |
- |
- |
- |
(3,030) |
(3,030) |
|
|
Forex |
(595) |
(597) |
- |
(224) |
- |
(1,518) |
(2,934) |
|
|
As at 31 December 2024 |
446,865 |
9,080 |
100 |
5,728 |
3,210 |
29,353 |
494,336 |
|
|
As at 1 January 2025 |
446,865 |
9,080 |
100 |
5,728 |
3,210 |
29,353 |
494,336 |
|
|
Additions |
- |
- |
- |
24 |
- |
1,277 |
1,301 |
|
|
Reallocations |
- |
(927) |
192 |
977 |
- |
957 |
1,199 |
|
|
Fair value adjustments |
- |
- |
- |
- |
- |
(2,900) |
(2,900) |
|
|
Disposal of subsidiary |
- |
- |
- |
- |
- |
(3,190) |
(3,190) |
|
|
Forex |
21,078 |
- |
- |
90 |
- |
4,495 |
25,663 |
|
|
As at 31 December 2025 |
467,943 |
8,153 |
292 |
6,819 |
3,210 |
29,992 |
516,409 |
|
|
Depreciation |
|
|
|
|
|
|
|
|
|
As at 1 January 2024 |
- |
3,503 |
- |
5,646 |
692 |
13,498 |
23,339 |
|
|
Charge for the year |
- |
1,020 |
2 |
46 |
160 |
2,074 |
3,302 |
|
|
Acquired through business combination |
- |
- |
- |
- |
- |
5,246 |
5,246 |
|
|
Disposal of subsidiary |
- |
(449) |
- |
- |
- |
- |
(449) |
|
|
Discontinued operations |
- |
- |
- |
- |
- |
(326) |
(326) |
|
|
Forex |
- |
(66) |
- |
(190) |
- |
(20) |
(276) |
|
|
As at 31 December 2024 |
- |
4,008 |
2 |
5,502 |
852 |
20,472 |
30,836 |
|
|
As at 1 January 2025 |
- |
4,008 |
2 |
5,502 |
852 |
20,472 |
30,836 |
|
|
Charge for the year |
- |
821 |
16 |
67 |
160 |
2,925 |
3,989 |
|
|
Reallocations |
- |
52 |
192 |
977 |
- |
(22) |
1,199 |
|
|
Fair value adjustments |
- |
- |
- |
- |
- |
(3,229) |
(3,229) |
|
|
Disposal of subsidiary |
- |
- |
- |
- |
- |
(343) |
(343) |
|
|
Forex |
- |
- |
- |
46 |
- |
2,854 |
2,900 |
|
|
As at 31 December 2025 |
- |
4,881 |
210 |
6,592 |
1,012 |
22,657 |
35,352 |
|
|
Net book value |
|
|
|
|
|
|
|
|
|
As at 31 December 2024 |
446,865 |
5,072 |
98 |
226 |
2,358 |
8,881 |
463,500 |
|
|
As at 31 December 2025 |
467,943 |
3,272 |
82 |
227 |
2,198 |
7,335 |
481,057 |
|
The intangible asset classes are:
- Goodwill is the excess of the consideration transferred and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the net identifiable assets.
- Customer relations is the value attributed to the key customer lists and relationships.
- Intellectual property is the patents owned by the Group.
- Research and development is the acquisition of new technical knowledge and trying to improve existing processes or products or developing new processes or products.
- Branding is the value attributed to the established company brand.
- Other intangibles consist of capitalised development costs for assets produced that assist in the operations of the Group and incur revenue.
Amortisation of intangible assets is included in cost of sales on the Income Statement. Development costs have been capitalised in accordance with the requirements of IAS 38 and are therefore not treated, for dividend purposes, as a realised loss.
Impairment tests for goodwill
Goodwill arising on business combinations is not amortised but is reviewed for impairment on an annual basis, or more frequently if there are indications that the goodwill may be impaired. Goodwill is allocated to groups of cash generating units according to the level at which management monitor that goodwill, which is at the level of operating segments.
A total of twenty-one operating segments are considered to be Ronez, Topcrete, Poundfield, CCP, Rightcast, Retaining, Cymru Quarry Group, Buxton and Johnston in the UK; Clogrennane in Ireland; CDH, Stone and GduH in Belgium; Fels and Nordkalk Germany in Germany; Vitosov in Czechia; Nordkalk Wapno and Nordkalk Poland in Poland and Nordkalk Finland, Nordkalk Sweden and Nordkalk Estonia in Northern Europe. The operating segments are then allocated to regions.
The Goodwill allocated to each region is shown below:
|
|
31 December 2025 |
|
|||
|
|
UK & Ireland |
Western Europe |
Central Europe |
Nordics |
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
Goodwill allocated to region at balance sheet date |
165,051 |
14,583 |
198,810 |
89,499 |
|
|
Discount rate applied to cash flow projections |
9.63% |
8.93% |
7.78% |
9.11% |
|
|
Average EBITDA margin over 5 years |
26.4% |
30.4% |
27.6% |
20.9% |
|
|
Headroom |
381,991 |
78,139 |
1,170,078 |
574,337 |
|
|
Long term growth rates |
2% |
2% |
2% |
2% |
|
|
|
31 December 2024 |
|
|||
|
|
UK & Ireland |
Western Europe |
Central Europe |
Nordics |
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
Goodwill allocated to region at balance sheet date |
157,389 |
14,808 |
192,202 |
82,466 |
|
|
Discount rate applied to cash flow projections |
10.15% |
10.34% |
10.24% |
9.90% |
|
|
Average EBITDA margin over 5 years |
21.3% |
25.8% |
27.5% |
20.8% |
|
|
Headroom |
289,310 |
82,263 |
412,956 |
438,626 |
|
|
Long term growth rates |
2% |
2% |
2% |
2% |
|
Key assumptions
The key assumptions used in performing the impairment review are set out below:
Cash flow projections
The key assumptions and methodology used in respect of the operating segments are consistent with those described above. The values applied to each of the key estimates and assumptions are specific to the individual operating segment and are based on past experience and forecast future trading conditions. The cash flows and terminal value were projected in line with the methodology disclosed above.
Long-term growth rates
Cash flow projections are prudently based on 2 per cent (2024: 2 per cent) and therefore provides significant of headroom.
Discount rate
Forecast cash flows for each operating segment have been discounted at rates of 7.50 per cent to 10.91 per cent (2024: discounted at rates of 9.90 per cent to 10.34 per cent); which was calculated based on market participants' cost of capital and adjusted to reflect factors specific to each operating segment.
Sensitivity
The Group has applied sensitivities to assess whether any reasonable possible changes in assumptions could cause an impairment that would be material to these consolidated Financial Statements. The table below identifies the amounts by which each of the following assumptions would decline or increase to arrive at a zero excess of the present value of future cash flows over the book value of net assets in the three operating segments selected for sensitivity analysis disclosures:
|
|
|
|
Reduction in cash flows |
2.0% - 5.0% |
|
Increase in discount rate |
5.0% - 6.0% |
|
Reduction in growth rate |
3.0% - 5.0% |
This demonstrated that a 1.0% (2024: 1.0%) increase in the discount rate would not cause an impairment and the annual growth rate is assumed to be 2.0% (2024: 2.0%).
The Directors have therefore concluded that no impairment to goodwill is necessary.
18. Investment in Subsidiary Undertakings
|
|
Company |
|
|
|
31 December 2025 |
31 December 2024 |
|
|
£'000 |
£'000 |
|
Shares in subsidiary undertakings |
|
|
|
At beginning of the year |
677,435 |
488,812 |
|
Additions |
- |
182,640 |
|
Intercompany transfer of investments |
- |
16,228 |
|
Disposals |
- |
(10,246) |
|
At period end |
677,435 |
677,435 |
|
Loan to/(from) Group undertakings |
339,621 |
419,095 |
|
Total |
1,017,056 |
1,096,530 |
Investments in Group undertakings are stated at cost less impairment.
Details of subsidiaries at 31 December 2025 are as follows:
|
Name of subsidiary |
Country of incorporation |
Share capital held by Company |
Share capital held by Group |
Principal activities |
|
SigmaFin Limited |
England |
£45,181,877 |
|
Holding company |
|
Foelfach Stone Limited |
England |
|
£1 |
Construction materials |
|
SigmaGsy Limited |
Guernsey |
|
£1 |
Shipping logistics |
|
Ronez Limited |
Jersey |
|
£2,500,000 |
Construction materials |
|
Pallot Tarmac (2002) Limited |
Jersey |
|
£2 |
Road contracting services |
|
Island Aggregates Limited |
Guernsey |
|
£6,500 |
Waste recycling |
|
Topcrete Limited |
England |
|
£926,828 |
Pre-cast concrete producer |
|
A. Larkin (Concrete) Limited |
England |
|
£37,660 |
Dormant |
|
Allen (Concrete) Limited |
England |
|
£100 |
Holding company |
|
Poundfield Products (Group) Limited |
England |
£22,167 |
|
Holding company |
|
Poundfield Products (Holdings) Limited |
England |
|
£651 |
Holding company |
|
Poundfield Innovations Limited |
England |
|
£6,357 |
Patents & licencing |
|
Poundfield Precast Limited |
England |
|
£63,568 |
Pre-cast concrete producer |
|
Greenbloc Limited |
England |
|
£1 |
Dormant |
|
CCP Building Products Limited |
England |
£50 |
|
Construction materials |
|
Cheshire Concrete Products Limited |
England |
|
£1 |
Dormant |
|
Clwyd Concrete Products Limited |
England |
|
£100 |
Dormant |
|
Country Concrete Products Limited |
England |
|
£100 |
Dormant |
|
PPG Projects Limited |
England |
|
£100 |
Dormant |
|
CCP Aggregates Limited |
England |
|
£100,000 |
Construction materials |
|
Stone Service Center |
Belgium |
€23,660,763 |
|
Holding company |
|
Carrières du Hainaut SCA |
Belgium |
|
€16,316,089 |
Construction materials |
|
Granulats du Hainaut SA |
Belgium |
|
€62,000 |
Construction materials |
|
West Region SRC SRL |
Belgium |
|
€760,000 |
Holding company |
|
GDH (Holdings) Limited |
England |
|
£54,054 |
Construction materials |
|
Cymru Quarry Group Limited |
England |
|
£112 |
Construction materials |
|
GD Harries & Sons Limited |
England |
|
£1 |
Dormant |
|
Stone Holding Company SA |
Belgium |
|
€100 |
Construction materials |
|
Cuvelier Philippe SA |
Belgium |
|
€750 |
Construction materials |
|
Nordkalk Oy Ab |
Finland |
€1,000,000 |
|
Limestone quarrying and processing |
|
Nordkalk AB |
Sweden |
|
€2,439,000 |
Limestone quarrying and processing |
|
Kalkproduktion Storugns AB |
Sweden |
|
€293,000 |
Limestone quarrying and processing |
|
Nordkalk AS |
Estonia |
|
€959,000 |
Limestone quarrying and processing |
|
Nordkalk GmbH |
Germany |
|
€50,000 |
Limestone quarrying and processing |
|
Nordkalk Sp. Z.o.o |
Poland |
|
€19,637,000 |
Limestone quarrying and processing |
|
Suomen Karbonaatti Oy |
Finland |
|
€2,102,000 |
Limestone quarrying and processing |
|
NKD Holding Oy Ab |
Finland |
|
€3,000 |
Holding company |
|
Nordeka Maden A.S |
Turkey |
|
€1,020,000 |
Limestone quarrying and processing |
|
Baltic Aggregates Oy |
Finland |
|
€1 |
Crushing stone |
|
NK - East Oy |
Finland |
|
€8,869 |
Holding company |
|
Nordkalk Ukraine TOV |
Ukraine |
|
€539 |
Mining rights |
|
Nordkalk Prykarpattya TOV |
Ukraine |
|
€308 |
Dormant |
|
Johnston Quarry Group Limited |
England |
£190 |
|
Holding company |
|
Building Stone Limited |
England |
|
£1 |
Stone producing |
|
CSSL No.2 Limited |
England |
|
£1 |
Dormant |
|
Guiting Quarry Limited |
England |
|
£100 |
Construction materials |
|
Bath Stone Group Limited |
England |
|
£110 |
Holding company |
|
Monks Park Minerals Limited |
England |
|
£1 |
Dormant |
|
Bath Stone Company Limited |
England |
|
£13,620 |
Minerals rights |
|
Bath Stone Company (BSC) Limited |
England |
|
£1 |
Construction materials |
|
Hartham Park Minerals Limited |
England |
|
£1 |
Dormant |
|
Cotswold Stone Sales Limited |
England |
|
£1 |
Dormant |
|
Flick Quarry Limited |
England |
|
£1 |
Dormant |
|
Creeton Quarry Limited |
England |
|
£100 |
Dormant |
|
Oathill Quarry Limited |
England |
|
£1 |
Dormant |
|
Ropsley Quarry Limited |
England |
|
£100 |
Dormant |
|
Rightcast Limited |
England |
|
£103 |
Concrete manufacturer |
|
Canteras La Belonga SA |
Spain |
|
€273,575 |
Construction materials |
|
Nayles Barn Quarry Limited |
England |
|
£100 |
Dormant |
|
C B Collier Quarry Limited |
England |
|
£1 |
Dormant |
|
Retaining Holdings Limited |
England |
£67 |
|
Holding company |
|
Retaining (UK) Limited |
England |
|
£100 |
Retaining wall system |
|
Juuan Dolomiittikalkki Oy |
Finland |
|
€52,700 |
Limestone quarrying and processing |
|
ST Investicija UAB |
Lithuania |
€2,900 |
|
Stone producing |
|
Compus UAB |
Lithuania |
|
€2,896 |
Stone producing |
|
Draseikiu Karjeras UAB |
Lithuania |
|
€203,000 |
Stone producing |
|
Baltijos Karjerai UAB |
Lithuania |
|
€12,876 |
Stone producing |
|
Karjeru Verslas UAB |
Lithuania |
|
€61,712 |
Stone producing |
|
Kvykliu Karjeras UAB |
Lithuania |
|
€102,500 |
Stone producing |
|
Björka Mineral AB |
Sweden |
|
€60 |
Limestone quarrying and processing |
|
SigmaCEN GmbH |
Germany |
€25,000 |
|
Holding company |
|
Fels Holdings GmbH |
Germany |
|
€25,000 |
Holding company |
|
Fels-Werke GmbH |
Germany |
|
€5,113,000 |
Limestone quarrying and processing |
|
Fels Netz GmbH |
Germany |
|
€600,000 |
Railway operation |
|
Vápenka Vitosov s.r.o |
Czechia |
CZK150,000,000 |
|
Limestone quarrying and processing |
|
Buxton Lime Limited |
England |
£1 |
|
Limestone processing |
|
SigmaRoc Shelfco Limited |
England |
£1 |
|
Dormant |
|
Sigma Lime IRE Limited |
Ireland |
€100 |
|
Holding company |
|
Clogrennane Lime Limited |
Ireland |
|
€375,000 |
Limestone quarrying and processing |
|
Mavecotill Investments Sp. z.o.o. |
Poland |
PLN 5,000 |
|
Holding company |
|
Nordkalk Wapno Sp z.o.o |
Poland |
|
PLN 419,310,000 |
Limestone processing |
|
Baltic CO2 Management OU |
Estonia |
€10,000 |
|
CO2 Management |
|
Highvizz Limited |
England |
£1 |
|
Information technology services |
|
Skreenhouse Ventures Ltd |
England |
£1 |
|
Investment company |
|
Name of subsidiary |
Registered office address |
|
SigmaFin Limited |
6 Heddon Street, London W1B 4BT |
|
Foelfach Stone Limited |
6 Heddon Street, London W1B 4BT |
|
SigmaGsy Limited |
Les Vardes Quarry, Route de Port Grat, St Sampson, Guernsey, GY2 4TF |
|
Ronez Limited |
Ronez Quarry, La Route Du Nord, St John, Jersey, JE3 4AR |
|
Pallot Tarmac (2002) Limited |
Ronez Quarry, La Route Du Nord, St John, Jersey, JE3 4AR |
|
Island Aggregates Limited |
Les Vardes Quarry, Route de Port Grat, St Sampson, Guernsey, GY2 4TF |
|
Topcrete Limited |
38 Willow Lane, Mitcham, Surrey, CR4 4NA |
|
A. Larkin (Concrete) Limited |
38 Willow Lane, Mitcham, Surrey, CR4 4NA |
|
Allen (Concrete) Limited |
38 Willow Lane, Mitcham, Surrey, CR4 4NA |
|
Poundfield Products (Group) Limited |
The Grove, Creeting St. Peter, Ipswich, England, IP6 8QG |
|
Poundfield Products (Holdings) Limited |
The Grove, Creeting St. Peter, Ipswich, England, IP6 8QG |
|
Poundfield Innovations Limited |
The Grove, Creeting St. Peter, Ipswich, England, IP6 8QG |
|
Poundfield Precast Limited |
The Grove, Creeting St. Peter, Ipswich, England, IP6 8QG |
|
Greenbloc Limited |
The Grove, Creeting St. Peter, Ipswich, England, IP6 8QG |
|
CCP Building Products Limited |
Llay Road, Llay, Wrexham, Clwyd, LL12 0TL |
|
Cheshire Concrete Products Limited |
Llay Road, Llay, Wrexham, Clwyd, LL12 0TL |
|
Clwyd Concrete Products Limited |
Llay Road, Llay, Wrexham, Clwyd, LL12 0TL |
|
Country Concrete Products Limited |
Llay Road, Llay, Wrexham, Clwyd, LL12 0TL |
|
PPG Projects Limited |
Llay Road, Llay, Wrexham, Clwyd, LL12 0TL |
|
CCP Aggregates Limited |
Llay Road, Llay, Wrexham, Clwyd, LL12 0TL |
|
Stone Service Center |
Rue de Cognebeau 245, B-7060 Soignies, Belgium |
|
Carrières du Hainaut SCA |
Rue de Cognebeau 245, B-7060 Soignies, Belgium |
|
Granulats du Hainaut SA |
Rue de Cognebeau 245, B-7060 Soignies, Belgium |
|
West Region SRC SRL |
Rue de Cognebeau 245, B-7060 Soignies, Belgium |
|
GDH (Holdings) Limited |
Rowlands View, Templeton, Narbeth, SA67 8RG |
|
Cymru Quarry Group Limited |
Rowlands View, Templeton, Narbeth, SA67 8RG |
|
GD Harries & Sons Limited |
6 Heddon Street, London W1B 4BT |
|
Stone Holding Company SA |
Avenue Louise 292, BE-1050 Ixelles, Belgium |
|
Cuvelier Philippe SA |
Avenue Louise 292, BE-1050 Ixelles, Belgium |
|
Nordkalk Oy Ab |
Skräbbölentie 18, FI-21600, Parainen, Finland |
|
Nordkalk AB |
Box 901, 731 29 Köping |
|
Kalkproduktion Storugns AB |
Strugns, 620 34 Lärbro |
|
Nordkalk AS |
Lääne-Viru maakond, Väike- Maarja vald, Rakke alevik, F.R Faehlmanni tee 11a, 46301 |
|
Nordkalk GmbH |
Innungsstrabe 7, 21244 Buchholz in der Nordheide |
|
Nordkalk Sp.z o.o |
ul. Plac Na Groblach, nr 21, lok. Miejsc, Krakow, kod 31-101, poczta, Krakow, kraj Polska |
|
Suomen Karbonaatti Oy |
Ihalaisen teollisuusalue, 53500 Lappeenranta |
|
NKD Holding Oy Ab |
Skräbbölentie 18, 21600 Parainen, Finland |
|
Nordeka Maden A.S |
Levent MH.Cömert Sk. Yapi Kredi Blokl.c Blok no.1 c/17 Besiktas |
|
Baltic Aggregates Oy |
Skräbbölentie 18, FI-21600, Parainen, Finland |
|
NK - East Oy |
Skräbbölentie 18, FI-21600, Parainen, Finland |
|
Nordkalk Ukraine TOV |
Ivana Makukha st. 14, 78000, Ivano-Frankivsk Oblast, Tlumach, Ukraine |
|
Nordkalk Prykarpattya TOV |
Galytska st 10, 7600 Ivano-Frankivsk, Ukraine |
|
Johnston Quarry Group Limited |
Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD |
|
Building Stone Limited |
Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD |
|
CSSL No.2 Limited |
Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD |
|
Guiting Quarry Limited |
Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD |
|
Cotswolds Stone Sales Limited |
Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD |
|
Monks Park Minerals Limited |
Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD |
|
Bath Stone Company (BSC) Limited |
Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD |
|
Bath Stone Company Limited |
Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD |
|
Hartham Park Minerals Limited |
Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD |
|
Costwold Stone Sales Limited |
Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD |
|
Flick Quarry Limited |
Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD |
|
Creeton Quarry Limited |
Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD |
|
Oathill Quarry Limited |
Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD |
|
Ropsley Quarry Limited |
Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD |
|
Rightcast Limited |
Unit W4 Junction 38 Business Park, Darton, Barnsley, South Yorkshire, S75 5QQ |
|
Canteras La Belonga SA |
Oviedo, Cellagu-Latores, 33193, Spain |
|
Nayles Barn Quarry Limited |
Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD |
|
C B Collier Quarry Limited |
Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD |
|
Retaining Holdings Limited |
Hughes House, Cargo Fleet Road, Middlesbrough, United Kingdom, TS3 6AG |
|
Retaining (UK) Limited |
Hughes House, Cargo Fleet Road, Middlesbrough, United Kingdom, TS3 6AG |
|
Juuan Dolomiittikalkki Oy |
Onninpolku 1, 83900 Juuka, Finland |
|
ST Investicija UAB |
Raudondvario pl. 131B, Kaunas, Lithuania |
|
Compus UAB |
Raudondvario pl. 131B, Kaunas, Lithuania |
|
Draseikiu Karjeras UAB |
Raudondvario pl. 131B, Kaunas, Lithuania |
|
Baltijos Karjerai UAB |
Raudondvario pl. 131B, Kaunas, Lithuania |
|
Karjeru Verslas UAB |
Raudondvario pl. 131B, Kaunas, Lithuania |
|
Kvykliu Karjeras UAB |
Raudondvario pl. 131B, Kaunas, Lithuania |
|
Björka Mineral AB |
Södra Tullgatan 3, 211 40 Malmö, Sweden |
|
SigmaCEN GmbH |
Innungsstrasse 7, 21244 Buchholz |
|
Fels Holdings GmbH |
Geheimrat-Ebert-Strasse 12, 38640 Goslar, Germany |
|
Fels-Werke GmbH |
Geheimrat-Ebert-Strasse 12, 38640 Goslar, Germany |
|
Fels Netz GmbH |
Hornberg 1, 38875 Oberharz am Brocken, Germany |
|
Vápenka Vitosov s.r.o |
Hrabová 54, 789 01 Hrabová, Czechia |
|
SigmaRoc Shelfco Limited |
Tunstead House Annex, Waterswallows Road, Buxton, United Kingdom, SK17 8TG |
|
Buxton Lime Limited |
Tunstead House Annex, Waterswallows Road, Buxton, United Kingdom, SK17 8TG |
|
Sigma Lime IRE Limited |
Raheendoran, Clogrennane, Carlow, R93 EV26, lreland |
|
Clogrennane Lime Limited |
Fonthill, Clogrennane, Co. Carlow, R93 EV26, Ireland |
|
Mavecotill Investments Sp. z.o.o. |
Sitkówka 24, 26-052 Nowiny |
|
Nordkalk Wapno Sp z.o.o |
Sitkówka 24, 26-052 Nowiny |
|
Baltic CO2 Management OU |
Lõõtsa tn 1a, Lasnamäe linnaosa, Tallinn, 11415 Harju maakond, Estonia |
|
Highvizz Limited |
6 Heddon Street, London, United Kingdom, W1B 4BT |
|
Skreenhouse Ventures Ltd |
6 Heddon Street, London, United Kingdom, W1B 4BT |
For the year ended 31 December 2025 the following subsidiaries were entitled to exemption from audit under section 479A of the Companies Act 2006:
· SigmaFin Limited
· Foelfach Stone Limited
· Topcrete Limited
· A. Larkin (Concrete) Limited
· Allen (Concrete) Limited
· Poundfield Products (Group) Limited
· Poundfield Products (Holdings) Limited
· Poundfield Innovations Limited
· Poundfield Precast Limited
· Greenbloc Limited
· CCP Building Products Limited
· Cheshire Concrete Products Limited
· Clwyd Concrete Products Limited
· Country Concrete Products Limited
· PPG Projects Limited
· CCP Aggregates Limited
· GDH (Holdings) Limited
· Cymru Quarry Group Limited
· GD Harries & Sons Limited
· Johnston Quarry Group Limited
· Building Stone Limited
· CSSL No.2 Limited
· Guiting Quarry Limited
· Cotswolds Stone Sales Limited
· Monks Park Minerals Limited
· Bath Stone Group LTD
· Bath Stone Company (BSC) Limited
· Bath Stone Company Limited
· Hartham Park Minerals Limited
· Costwold Stone Sales Limited
· Flick Quarry Limited
· Creeton Quarry Limited
· Oathill Quarry Limited
· Ropsley Quarry Limited
· Rightcast Limited
· Retaining Holdings Limited
· Retaining (UK) Limited
· Nayles Barn Quarry Limited
· C B Collier Quarry Limited
· Buxton Lime Limited
· HighVizz Limited
· Skreenhouse Ventures Ltd
Impairment review
The performance of all companies for the year ended 31 December 2025 are in line with forecasted expectations and as such there have been no indications of impairment.
19. Investment in Equity Accounted Associates & Joint Ventures
Nordkalk has a joint venture agreement with Franzefoss Minerals AS, managing a lime kiln located in Norway which was entered into on 5 August 2004.
The Group has two non-material associates, Pargas Hyreshus Ab and Peak Cluster Limited.
|
|
31 December 2025 |
31 December 2024 |
|
|
£'000 |
£'000 |
|
Interests in associates |
1,646 |
531 |
|
Interest in joint venture |
6,636 |
6,212 |
|
|
8,282 |
6,743 |
|
|
|
Proportion of ownership interest held |
||||
|
Name |
Country of incorporation |
31 December 2025 |
31 December 2024 |
|||
|
NorFraKalk AS |
Norway |
50% |
50% |
|||
|
AMeLi Green Lime Solutions |
France |
0% |
47.5% |
|||
Summarised financial information
|
NorFraKalk AS - Cost and net book value |
31 December 2025 |
31 December 2024 |
|
|
£'000 |
£'000 |
|
Current assets |
9,412 |
8,045 |
|
Non-current assets |
9,582 |
7,768 |
|
Current liabilities |
(5,020) |
(2,688) |
|
Non-current liabilities |
(3,591) |
(3,763) |
|
|
10,383 |
9,362 |
|
|
For the period 1 January 2025 to 31 December 2025 |
For the period 1 January 2024 to 31 December 2024 |
|
|
£'000 |
£'000 |
|
Revenues |
16,019 |
15,940 |
|
Profit after tax from continuing operations |
1,086 |
633 |
20. Trade and Other Receivables
|
|
Consolidated |
|
Company |
||
|
|
31 December 2025 |
31 December 2024 |
|
31 December 2025 |
31 December 2024 |
|
|
£'000 |
£'000 |
|
£'000 |
£'000 |
|
Current asset |
|
|
|
|
|
|
Trade receivables |
134,797 |
133,628 |
|
10,334 |
15,293 |
|
Prepayments |
10,708 |
8,819 |
|
565 |
1,107 |
|
Other receivables |
13,054 |
15,758 |
|
2,966 |
8 |
|
|
158,558 |
158,205 |
|
13,865 |
16,408 |
|
Non-current asset |
|
|
|
|
|
|
Other receivables |
1,772 |
13,724 |
|
3,927 |
11,289 |
|
|
1,772 |
13,724 |
|
3,927 |
11,289 |
The carrying value of trade and other receivables classified as loans and receivables approximates fair value.
Trade and other receivables include a doubtful debts provision of £3.8 million. Refer to note 3.1b for further information.
The carrying amounts of the Group and Company's trade and other receivables are denominated in the following currencies:
|
|
Consolidated |
|
Company |
||
|
|
31 December 2025 |
31 December 2024 |
|
31 December 2025 |
31 December 2024 |
|
|
£'000 |
£'000 |
|
£'000 |
£'000 |
|
UK Pounds |
42,014 |
43,753 |
|
15,638 |
20,261 |
|
Euros |
76,681 |
87,246 |
|
2,154 |
7,436 |
|
Swedish Krona |
13,844 |
13,782 |
|
- |
- |
|
Zlotys |
20,722 |
20,634 |
|
- |
- |
|
Czech Koruna |
6,092 |
5,611 |
|
- |
- |
|
Turkish Lira |
977 |
903 |
|
- |
- |
|
|
160,330 |
171,929 |
|
17,792 |
27,697 |
Other classes of financial assets included within trade and other receivables do not contain impaired assets.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security.
21. Inventories
|
|
Consolidated |
|
|
|
31 December 2025 |
31 December 2024 |
|
Cost and net book value |
£'000 |
£'000 |
|
Raw materials and consumables |
66,329 |
61,741 |
|
Finished and semi-finished goods |
58,781 |
56,069 |
|
Work in progress |
10,233 |
9,872 |
|
|
135,343 |
127,682 |
The amount recognised as change of value in inventory included in cost of sales was £24.6 million (31 December 2024: (£12.1 million)).
22. Cash and Cash Equivalents
|
|
Consolidated |
|
Company |
|||
|
|
31 December 2025 |
31 December 2024 |
|
31 December 2025 |
31 December 2024 |
|
|
|
£'000 |
£'000 |
|
£'000 |
£'000 |
|
|
Cash at bank and on hand - continuing operations |
166,674 |
131,356 |
|
46,644 |
25,363 |
|
|
|
166,674 |
131,356 |
|
46,644 |
25,363 |
|
All of the Group's cash at bank is held with institutions with a credit rating of at least A-. Exceptions may be granted on an individual basis in rare cases where a bank is chosen for geographical reasons but does not fulfil the stipulated rating criteria.
The carrying amounts of the Group and Company's cash and cash equivalents are denominated in the following currencies:
|
|
Consolidated |
|
Company |
||||
|
|
31 December 2025 £'000 |
31 December 2024 £'000 |
|
31 December 2025 £'000 |
31 December 2024 £'000 |
||
|
UK Pounds |
48,501 |
29,981 |
|
26,606 |
14,329 |
||
|
Euros |
71,373 |
64,443 |
|
20,038 |
11,034 |
||
|
Swedish krona |
10,891 |
4,365 |
|
- |
- |
||
|
Zlotys |
22,835 |
23,375 |
|
- |
- |
||
|
Czech Koruna |
9,482 |
7,431 |
|
- |
- |
||
|
US dollar |
2,826 |
1,362 |
|
- |
- |
||
|
Norwegian Krone |
12 |
- |
|
- |
- |
||
|
Turkish Lira |
754 |
399 |
|
- |
- |
||
|
|
166,674 |
131,356 |
|
46,644 |
25,363 |
||
23. Trade and Other Payables
|
|
Consolidated |
|
Company |
|
|||||||
|
|
31 December 2025 |
31 December 2024 |
|
31 December 2025 |
31 December 2024 |
||||||
|
|
£'000 |
£'000 |
|
£'000 |
£'000 |
||||||
|
Current liabilities |
|
|
|
|
|
||||||
|
Trade payables |
91,356 |
81,458 |
|
8,024 |
11,224 |
||||||
|
Wages Payable |
15,233 |
15,142 |
|
- |
- |
||||||
|
Accruals |
185,847 |
156,271 |
|
9,889 |
9,165 |
||||||
|
VAT payable/(receivable) |
6,897 |
6,776 |
|
(68) |
(70) |
||||||
|
Deferred consideration |
349 |
5,039 |
|
230 |
2,293 |
||||||
|
Other payables |
16,010 |
19,360 |
|
231 |
189 |
||||||
|
|
315,692 |
284,046 |
|
18,306 |
22,801 |
||||||
|
Non-current liabilities |
|
|
|
|
|
||||||
|
Deferred consideration |
159,527 |
146,562 |
|
6,094 |
5,692 |
||||||
|
Other payables |
4,952 |
8,468 |
|
- |
- |
|
|||||
|
|
164,479 |
155,030 |
|
6,094 |
5,692 |
|
|||||
The carrying amounts of the Group and Company's trade and other payables are denominated in the following currencies:
|
|
Consolidated |
|
Company |
||||
|
|
31 December 2025 £'000 |
31 December 2024 £'000 |
|
31 December 2025 £'000 |
31 December 2024 £'000 |
||
|
UK Pounds |
70,048 |
55,245 |
|
16,147 |
16,626 |
||
|
Euros |
362,000 |
332,275 |
|
8,253 |
11,867 |
||
|
Swedish krona |
14,682 |
19,019 |
|
- |
- |
||
|
Zlotys |
26,163 |
26,766 |
|
- |
- |
||
|
Ukrainian Hryvnia |
- |
4 |
|
- |
- |
||
|
US Dollar |
426 |
85 |
|
- |
- |
||
|
Czech Koruna |
6,742 |
5,475 |
|
- |
- |
||
|
Turkish Lira |
110 |
208 |
|
- |
- |
||
|
|
480,171 |
439,077 |
|
24,400 |
28,493 |
||
24. Borrowings
|
|
Consolidated |
|
Company |
||||
|
|
31 December 2025 |
31 December 2024 |
|
31 December 2025 |
31 December 2024 |
||
|
|
£'000 |
£'000 |
|
£'000 |
£'000 |
||
|
Non-current liabilities |
|
|
|
|
|
||
|
Syndicated Senior Credit Facility |
521,867 |
534,998 |
|
521,867 |
534,998 |
||
|
Bank Loans |
5,972 |
1,918 |
|
- |
- |
||
|
Finance lease liabilities |
7,633 |
8,622 |
|
- |
- |
||
|
IFRS 16 leases |
34,397 |
31,506 |
|
312 |
389 |
||
|
|
569,869 |
577,044 |
|
522,179 |
535,387 |
||
|
Current liabilities |
|
|
|
|
|
||
|
Syndicated Senior Credit Facility |
52,604 |
49,722 |
|
52,604 |
49,722 |
||
|
Bank Loans |
262 |
4,846 |
|
- |
- |
||
|
Finance lease liabilities |
3,285 |
2,520 |
|
- |
- |
||
|
IFRS 16 leases |
13,006 |
7,700 |
|
108 |
131 |
||
|
|
69,157 |
64,788 |
|
52,712 |
49,853 |
||
On 22 November 2023 the Company entered into a new syndicated senior credit facility of up to €750 million (the 'Debt Facilities') led by Santander UK and BNPP, with the syndicate including several major UK and European banks and a further €125 million bridge loan ('Bridge Loan'). The Debt Facilities comprise a €600 million committed term facility, €150 million revolving credit facility and a further €100 million uncommitted accordion.
On 20 February 2025 the Company amended and restated its existing Bridge Loan with a new 5-year term facility up to €125 million through a US Private Placement process.
The Debt Facilities are secured by a floating charge over the assets of SigmaRoc and its subsidiaries as defined as obligors within the Debt Facilities. Interest is charged at a rate between 2.00% and 3.50% above EURIBOR ('Interest Margin'), based on the calculation of the adjusted leverage ratio for the relevant period. For the period ending 31 December 2025, the Interest Margin was 2.75%.
For further information on covenants, please refer to note 3.2.
The carrying amounts and fair value of the non-current borrowings are:
|
|
|
|
|
|
Consolidated |
|
|
|
31 December 2025 |
31 December 2024 |
|
|
£'000 |
£'000 |
|
Syndicated Senior Credit Facility |
521,867 |
534,998 |
|
Bank Loans |
5,972 |
1,918 |
|
Finance lease liabilities |
7,633 |
8,622 |
|
IFRS 16 leases |
34,397 |
31,506 |
|
|
569,869 |
577,044 |
Lease Liabilities
Lease liabilities are effectively secured, as the rights to the leased asset revert to the lessor in the event of default.
Leases which are entered into as a hire purchase agreement, or a finance lease is shown as finance leases.
|
|
Consolidated |
|
|
|
31 December 2025 |
31 December 2024 |
|
Finance lease liabilities - minimum lease payments |
£'000 |
£'000 |
|
Not later than one year |
16,291 |
10,220 |
|
Later than one year and no later than five years |
21,932 |
18,410 |
|
Later than five years |
20,098 |
21,717 |
|
|
58,321 |
50,347 |
|
Future finance charges on finance lease liabilities |
23,289 |
19,008 |
|
Present value of finance lease liabilities |
81,610 |
69,355 |
For the year ended 31 December 2025, the total finance charges were £3 million (2024: £1.8 million).
The contracted and planned lease commitments were discounted using a weighted average incremental borrowing rate of 4.8%.
The present value of finance lease liabilities is as follows:
|
|
Consolidated |
|
|
|
|
31 December 2025 |
31 December 2024 |
|
|
|
£'000 |
£'000 |
|
|
Not later than one year |
17,073 |
10,884 |
|
|
Later than one year and no later than five years |
22,984 |
19,606 |
|
|
Later than five years |
21,063 |
23,129 |
|
|
Present value of finance lease liabilities |
61,120 |
53,619 |
|
Reconciliation of liabilities arising from financing activities is as follows:
|
|
Consolidated |
|||
|
|
Long-term borrowings |
Short-term borrowings |
Lease liabilities |
Liabilities arising from financing activities |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
As at 1 January 2025 |
536,916 |
54,568 |
50,347 |
641,832 |
|
Increase/(decrease) through financing cash flows |
(21,007) |
(54,568) |
5,624 |
(69,951) |
|
Increase from refinancing |
33,333 |
- |
- |
33,333 |
|
Amortisation of finance arrangement fees |
2,972 |
- |
- |
2,972 |
|
Transfer between classes |
(52,354) |
52,354 |
- |
- |
|
Revaluation |
- |
- |
1,021 |
1,021 |
|
Foreign exchange movement |
27,979 |
512 |
1,329 |
29,820 |
|
As at 31 December 2025 |
527,839 |
52,866 |
58,321 |
639,026 |
Transfer between classes refers to long term borrowings moving to short term borrowings as they are due within 12 months.
For debt maturity schedule, please refer to note 3.1(d)
Reconciliation of cash flow movement to movement in net debt:
|
|
Consolidated |
|
|
|
31 December 2025 |
31 December 2024 |
|
|
£'000 |
£'000 |
|
Opening net debt |
(510,476) |
(182,462) |
|
Net increase/(decrease) in cash and cash equivalents |
35,313 |
75,484 |
|
Foreign exchange differences - cash and cash equivalents |
(7,448) |
3,854 |
|
Discontinued operations |
- |
944 |
|
Net cash flow movements in debt financing |
36,618 |
(405,895) |
|
|
|
|
|
Non cash movements |
|
|
|
Debt acquired via acquisitions |
- |
(20,167) |
|
Amortisation of finance costs |
(2,972) |
(5,864) |
|
Foreign exchange movement |
(29,820) |
28,391 |
|
Other non-cash movements |
6,433 |
(4,761) |
|
Net debt |
(472,352) |
(510,476) |
25. Provisions
|
|
Consolidated |
|||
|
|
31 December 2025 |
|||
|
|
Restoration |
Restructuring |
Other |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Current liabilities |
|
|
|
|
|
As at 1 January |
- |
14,886 |
- |
14,886 |
|
Reallocate between current and non-current |
1,000 |
- |
2,442 |
3,442 |
|
Addition/(Deduction) |
- |
(9,895) |
(192) |
(10,087) |
|
As at 31 December |
1,000 |
4,991 |
2,250 |
8,241 |
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
As at 1 January |
49,995 |
- |
37,046 |
87,041 |
|
Reallocate between current and non-current |
(1,000) |
- |
(2,442) |
(3,442) |
|
Addition/(Deduction) |
(1,792) |
- |
(1,999) |
(3,791) |
|
As at 31 December |
47,203 |
- |
32,605 |
79,808 |
|
|
Consolidated |
|||
|
|
31 December 2024 |
|||
|
|
Restoration |
Restructuring |
Other |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Current liabilities |
|
|
|
|
|
As at 1 January |
3,231 |
1,694 |
3,564 |
8,489 |
|
Acquired on business combination |
- |
4,189 |
- |
4,189 |
|
Reallocate between current and non-current |
(3,231) |
- |
- |
(3,231) |
|
Addition/(Deduction) |
- |
9,003 |
(3,564) |
5,439 |
|
As at 31 December |
- |
14,886 |
- |
14,886 |
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
As at 1 January |
4,724 |
- |
- |
4,724 |
|
Acquired on business combination |
42,185 |
- |
33,651 |
75,836 |
|
Reallocate between current and non-current |
3,231 |
- |
- |
3,231 |
|
Addition/(Deduction) |
(145) |
- |
3,395 |
3,250 |
|
As at 31 December |
49,995 |
- |
37,046 |
87,041 |
The restoration provision total is made up of £592,000 for the St John's and Les Vardes sites; £87,000 for the Aberdo site; £172,000 for quarries in Wales; £7.2 million for the Nordkalk sites; £109,000 for the Johnston sites; £37.5 million for the German sites; £98,000 for the Czechia sites; £2.2 million for Buxton; and £252,000 for La Belonga which are all based on the removal costs of the plant and machinery at the sites and restoration of the land.
Of the remaining amount, £1.4 million is for other restructuring costs in the Nordkalk entities, £1.2 million is the provision for early retirement in Belgium, where salaried workers can qualify for early retirement based on age, £32.6 million is the pension and provision for early retirement in Germany and £4.6 million is the remaining provision for redundancies and other payroll provisions in Germany. The provision for pension and early retirement consists of the estimated amount that will be paid by the employer to the "early retired workers" till the age of the full pension. Refer to Note 26 for more information.
The future reclamation cost value is discounted by 4.8% (2024 6%).
26. Retirement benefit schemes
The Group sponsors various post-employment benefit plans. These include both defined contribution and defined benefit plans as defined by IAS 19 Employee Benefits.
Defined contribution plans
For defined contribution plans outside Belgium, the Group pays contributions to publicly or privately administered pension funds or insurance contracts. Once the contributions have been paid, the Group has no further payment obligation. The contributions are expensed in the year in which they are due. For the year ended, contributions paid into defined contribution plans amounted to £351,011.
Defined benefit plans
The Group has group insurance plans for some of its Belgian, German, Swedish and Polish employees funded through defined payments to insurance companies. The Belgian pension plans are by law subject to minimum guaranteed rates of return. In the past the minimum guaranteed rates were 3.25% on employer contributions and 3.75% on employee contributions. A law of December 2015 (enforced on 1 January 2016) modifies the minimum guaranteed rates of return applicable to the Group's Belgian pension plans. For insured plans, the rates of 3.25% on employer contributions and 3.75% on employee contributions will continue to apply to the contributions accumulated before 2016. For contributions paid on or after 1 January 2016, a variable minimum guaranteed rate of return with a floor of 1.75% applies. The Group obtained actuarial calculations for the periods reported based on the projected unit credit method.
The Swedish plan provides an old-age pension cover for plan members whereas plan members receive a lump sum payment upon retirement in the Polish plan. Both Swedish and Polish plans are based on collective labour agreements.
The German plan is an unfunded pension plan and has three other unfunded long-term benefit obligations (i) Fels Death In-Service Benefit Plan (ii) the Germany Fels Jubilee Plan and (iii) Fels Deferred Compensation Plan. The defined benefit pension schemes and deferred compensation schemes provide benefits which are specific to each scheme and are based on different factors including years of service, fixed pension amounts and benefits based on final salary. Other long-term employee benefits provide benefits to all employees based on the number of years of service or a fixed amount for death in service.
Through its defined benefit plans, the Group is exposed to a number of risks. A decrease in bond yields will increase the plan liabilities. Some of the Group's pension obligations are linked to inflation and higher inflation will lead to higher liabilities. The majority of the plans' obligations are to provide benefits for the life of the plan member, so increases in life expectancy will result in an increase in the plans' liabilities.
|
Employee benefits amount in the Statement of Financial Position |
31 December 2025 £'000 |
31 December 2024 £'000 |
|
Assets |
- |
- |
|
Liabilities |
34,040 |
36,834 |
|
Net defined benefit liability at end of year |
34,040 |
36,834 |
|
Amounts recognised in the Statement of Financial Position |
31 December 2025 £'000 |
31 December 2024 £'000 |
|
Present value of funded defined benefit obligations |
1,019 |
1,017 |
|
Fair value of plan assets |
- |
- |
|
|
1,019 |
1,017 |
|
Present value of unfunded defined benefit obligation |
33,021 |
35,817 |
|
Total |
34,040 |
36,834 |
|
Amounts recognised in the Income Statement |
31 December 2025 £'000 |
31 December 2024 £'000 |
|
Current service cost |
673 |
626 |
|
Past service cost |
(1,948) |
- |
|
Interest cost |
1,210 |
1,292 |
|
Expected return on plan assets |
126 |
156 |
|
Total pension expense |
61 |
2,074 |
|
Changes in the present value of the defined benefit obligation |
31 December 2025 £'000 |
31 December 2024 £'000 |
|
Defined benefit obligation at beginning of year |
36,834 |
4,355 |
|
Current service cost |
673 |
626 |
|
Past service cost |
(1,948) |
- |
|
Interest cost |
1,210 |
1,292 |
|
Employer contributions |
(369) |
(537) |
|
Benefits paid |
(2,342) |
(2,184) |
|
Remeasurements |
467 |
97 |
|
Remeasurements in OCI |
(2,352) |
(178) |
|
Other significant events |
(9) |
- |
|
Acquired in business combinations |
- |
33,651 |
|
Foreign exchange movement |
1,876 |
(288) |
|
Defined benefit obligation at end of year |
34,040 |
36,834 |
|
Amounts recognised in the Statement of Changes in Equity |
31 December 2025 £'000 |
31 December 2024 £'000 |
|
Prior year cumulative actuarial remeasurements |
- |
- |
|
Remeasurements |
(2,352) |
(178) |
|
Foreign exchange movement |
- |
- |
|
Cumulative amount of actuarial gains and losses recognised in the Statement of recognised income / (expense) |
(2,352) |
(178) |
|
Movements in the net liability/(asset) recognised in the Statement of Financial Position |
31 December 2025 £'000 |
31 December 2024 £'000 |
|
Net liability in the balance sheet at beginning of year |
36,834 |
4,355 |
|
Total expense recognised in the income statement |
(64) |
1,918 |
|
Contributions paid by the company |
(369) |
(537) |
|
Pension/ capital payments |
(2,342) |
(2,184) |
|
Amount recognised in the statement of recognised (income)/expense |
466 |
97 |
|
Remeasurements in OCI |
(2,352) |
(178) |
|
Other significant events |
(9) |
- |
|
Acquired in business combinations |
- |
33,651 |
|
Foreign exchange movement |
1,876 |
(288) |
|
Defined benefit obligation at end of year |
34,040 |
36,834 |
|
Principal actuarial assumptions |
31 December 2025 £'000 |
31 December 2024 £'000 |
|
Discount rate |
3.65% |
3.39% |
|
Future salary increases |
1.88% |
3.07% |
|
Future inflation |
1.69% |
2.13% |
Post-retirement benefits
The Group operates both defined benefit and defined contribution pension plans.
Pension plans in Belgium, Poland, Sweden and Germany are of the defined benefit type because of the minimum promised return on contributions required by law. The liability or asset recognised in the Statement of Financial Position in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms approximating to the terms of the related obligation. The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the Income Statement. Remeasurement gains and losses arising from changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the Statement of Changes in Equity and in the Statement of Financial Position.
For defined contribution plans, the Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due.
27. Financial Instruments by Category
|
Consolidated |
31 December 2025 |
||
|
|
Loans & receivables |
Total |
|
|
Assets per Statement of Financial Performance |
£'000 |
£'000 |
|
|
Trade and other receivables (excluding prepayments) |
149,623 |
149,623 |
|
|
Cash and cash equivalents |
166,674 |
166,674 |
|
|
|
316,297 |
316,297 |
|
|
|
|
|
|
|
|
At amortised cost |
Total |
|
|
Liabilities per Statement of Financial Performance |
£'000 |
£'000 |
|
|
Borrowings (excluding finance leases) |
580,705 |
580,705 |
|
|
Finance lease liabilities |
58,321 |
58,321 |
|
|
Trade and other payables (excluding non-financial liabilities) |
480,171 |
480,171 |
|
|
|
1,119,196 |
1,119,196 |
|
|
Consolidated |
31 December 2024 |
||
|
|
Loans & receivables |
Total |
|
|
Assets per Statement of Financial Performance |
£'000 |
£'000 |
|
|
Trade and other receivables (excluding prepayments) |
163,110 |
163,110 |
|
|
Cash and cash equivalents |
131,356 |
131,356 |
|
|
|
294,466 |
294,466 |
|
|
|
|
|
|
|
|
At amortised cost |
Total |
|
|
Liabilities per Statement of Financial Performance |
£'000 |
£'000 |
|
|
Borrowings (excluding finance leases) |
591,485 |
591,485 |
|
|
Finance lease liabilities |
50,347 |
50,347 |
|
|
Trade and other payables (excluding non-financial liabilities) |
439,077 |
439,077 |
|
|
|
1,080,909 |
1,080,909 |
|
|
Company |
31 December 2025 |
|||
|
|
Loans & receivables |
Total |
||
|
Assets per Statement of Financial Performance |
£'000 |
£'000 |
||
|
Trade and other receivables (excluding prepayments) |
17,227 |
17,227 |
||
|
Cash and cash equivalents |
46,644 |
46,644 |
||
|
|
63,871 |
63,871 |
||
|
|
|
|
||
|
|
At amortised cost |
Total |
||
|
Liabilities per Statement of Financial Performance |
£'000 |
£'000 |
||
|
Borrowings (excluding finance leases) |
574,471 |
574,471 |
||
|
Finance lease liabilities |
420 |
420 |
||
|
Trade and other payables (excluding non-financial liabilities) |
24,400 |
24,400 |
||
|
|
599,291 |
599,291 |
||
|
Company |
31 December 2024 |
|||
|
|
Loans & receivables |
Total |
||
|
Assets per Statement of Financial Performance |
£'000 |
£'000 |
||
|
Trade and other receivables (excluding prepayments) |
26,591 |
26,591 |
||
|
Cash and cash equivalents |
25,363 |
25,363 |
||
|
|
51,954 |
51,954 |
||
|
|
|
|
||
|
|
At amortised cost |
Total |
||
|
Liabilities per Statement of Financial Performance |
£'000 |
£'000 |
||
|
Borrowings (excluding finance leases) |
584,719 |
584,719 |
||
|
Finance lease liabilities |
521 |
521 |
||
|
Trade and other payables (excluding non-financial liabilities) |
28,493 |
28,493 |
||
|
|
613,733 |
613,733 |
||
28. Share Capital and Share Premium
|
|
Number of shares |
Ordinary shares |
Share premium |
Total |
|
|
|
£ |
£ |
£ |
|
Issued and fully paid |
|
|
|
|
|
As at 1 January 2024 |
693,801,899 |
6,939 |
- |
6,939 |
|
Issue of new shares - 4 January 2024(1) |
421,052,631 |
4,210 |
191,458 |
195,668 |
|
As at 31 December 2024 |
1,114,854,530 |
11,149 |
191,458 |
202,607 |
|
As at 31 December 2025 |
1,114,854,530 |
11,149 |
191,458 |
202,607 |
(1) Includes issue costs of £4,331,994
The authorised share capital consists of 1,482,756,530 ordinary shares at a par value of 1 pence.
During the year, the Company's Employee Benefit Trust purchased 14,895,581 ordinary shares at a total cost of £10 million, announced by the Company in February 2025. At 31 December 2025, the Employee Benefit Trust holds 17,195,964 ordinary shares.
29. Share Options
In 2021, the Company introduced a long-term incentive plan (LTIP) for senior management personnel. Shares are awarded in the Company and vest in 3 parts over the third, fourth and fifth anniversary to the extent the performance conditions are met. The first tranche vested on 31 August 2024 and the second tranche vested on 31 August 2025.
Following approval by shareholders, the 2025 Long-Term Incentive Plan (2025 LTIP) was introduced for all employees of the Group. Employees (including executive directors) can be awarded up to a maximum of 200% of the employee's annual basic salary. Awards under the 2025 LTIP will vest on the third anniversary of the grant subject to satisfaction of the performance conditions continued employment.
Share options and warrants outstanding and exercisable at the end of the year have the following expiry dates and exercise prices:
|
|
|
|
Options & Warrants |
|
|
|
|
|
31 December 2025 |
31 December 2024 |
|
Grant date |
Expiry date |
Exercise price in £ per share |
# |
# |
|
5 January 2017 |
30 December 2026 |
0.25 |
182,101 |
260,146 |
|
5 January 2017 |
30 December 2026 |
0.40 |
8,864,347 |
11,878,645 |
|
15 April 2019 |
15 April 2026 |
0.46 |
7,486,505 |
9,030,934 |
|
30 December 2019 |
30 December 2026 |
0.46 |
5,157,059 |
7,787,059 |
|
4 January 2024 |
3 January 2034 |
0.60 |
44,067,690 |
51,288,180 |
|
|
|
|
65,757,702 |
80,244,964 |
The weighted average life of the outstanding options is 5.6 years.
The Company and Group have no legal or constructive obligation to settle or repurchase the options or warrants in cash.
The fair value of the share options and warrants was determined using the Black Scholes valuation model. The parameters used are detailed below:
|
|
|
2017 Options A |
2017 Options B |
2019 Options C |
2019 Options D |
|
Vested on |
|
5/1/2017 |
5/1/2017 |
15/4/2019 |
30/12/2019 |
|
Revalued on |
|
15/12/2021 |
15/12/2021 |
- |
- |
|
Life (years) |
|
5 |
5 |
7 |
7 |
|
Share price |
|
0.8295 |
0.8295 |
0.465 |
0.525 |
|
Risk free rate |
|
0.40% |
0.40% |
0.31% |
0.55% |
|
Expected volatility |
|
31.32% |
31.32% |
4.69% |
8.19% |
|
Expected dividend yield |
|
- |
- |
- |
- |
|
Marketability discount |
|
- |
- |
- |
- |
|
Total fair value |
|
£58,345 |
£661,604 |
£392,015 |
£685,889 |
|
|
|
2024 Options E |
|
|
|
|
Vested on |
|
4/1/2027 |
|
|
|
|
Revalued on |
|
- |
|
|
|
|
Life (years) |
|
10 |
|
|
|
|
Share price |
|
0.6 |
|
|
|
|
Risk free rate |
|
0.379% |
|
|
|
|
Expected volatility |
|
35.43% |
|
|
|
|
Expected dividend yield |
|
- |
|
|
|
|
Marketability discount |
|
- |
|
|
|
|
Total fair value |
|
£3,611,910 |
|
|
|
The risk-free rate of return is based on zero yield government bonds for a term consistent with the option life.
The volatility is calculated by dividing the standard deviation of the closing share price from the prior six months by the average of the closing share price from the prior six months.
2017 Options A and B were extended for another 5 years by the Board on 15 December 2021 and were revalued on this day.
A reconciliation of options and warrants and LTIP awards granted over the year to 31 December 2024 is shown below:
Options and warrants
|
|
31 December 2025 |
|
31 December 2024 |
||||
|
|
|
Weighted average exercise price |
|
|
Weighted average exercise price |
||
|
|
# |
£ |
|
# |
£ |
||
|
Outstanding at beginning of the year |
80,244,964 |
0.44 |
|
29,112,783 |
0.44 |
||
|
Granted |
- |
- |
|
56,564,792 |
0.60 |
||
|
Vested |
- |
- |
|
- |
- |
||
|
Cancelled |
(318,387) |
0.60 |
|
(5,276,611) |
0.60 |
||
|
Exercised |
(14,168,875) |
0.46 |
|
(156,000) |
0.46 |
||
|
Outstanding as at year end |
65,757,702 |
0.54 |
|
80,244,964 |
0.54 |
||
|
Exercisable at year end |
21,690,013 |
0.43 |
|
28,956,784 |
0.44 |
||
LTIP awards
|
|
31 December 2025 |
|
31 December 2024 |
||||
|
|
|
Weighted average valuation price |
|
|
Weighted average valuation price |
||
|
|
# |
£ |
|
# |
£ |
||
|
Outstanding at beginning of the year |
25,620,000 |
0.69 |
|
25,620,000 |
0.69 |
||
|
Granted |
- |
- |
|
- |
- |
||
|
Vested |
- |
- |
|
- |
- |
||
|
Exercised |
(3,535,560) |
0.69 |
|
- |
- |
||
|
Outstanding as at year end |
22,084,440 |
0.69 |
|
25,620,000 |
0.69 |
||
|
Exercisable at year end |
16,029,580 |
- |
|
11,153,240 |
- |
||
30. Other Reserves
|
|
Consolidated |
|||||
|
|
Other reserves |
Capital redemption reserve |
Revaluation reserve |
Capital reserve |
Foreign currency translation reserve |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
As at 1 January 2024 |
- |
600 |
(835) |
432 |
432 |
629 |
|
Other comprehensive income |
- |
- |
(1,229) |
- |
- |
(1,229) |
|
Currency translation differences |
- |
- |
- |
- |
943 |
943 |
|
Other adjustments |
- |
- |
- |
(373) |
- |
(373) |
|
As at 31 December 2024 |
- |
600 |
(2,064) |
59 |
1,375 |
(30) |
|
As at 1 January 2025 |
- |
600 |
(2,064) |
59 |
1,375 |
(30) |
|
Other comprehensive income |
- |
- |
2,284 |
- |
- |
2,284 |
|
Currency translation differences |
- |
- |
- |
- |
12,867 |
12,867 |
|
Other adjustments |
- |
(392) |
- |
504 |
- |
112 |
|
As at 31 December 2025 |
- |
208 |
220 |
563 |
14,242 |
15,233 |
31. Non-controlling interests
|
|
|
Proportion of non-controlling interest |
||||
|
Name |
Country of incorporation & Place of business |
31 December 2025 |
31 December 2024 |
|||
|
Vápenka Vitosov s.r.o |
Czechia |
75% |
- |
|||
|
Suomen Karbonaatti Oy |
Finland |
51% |
51% |
|||
|
Kalkproduktion Storugns AB |
Sweden |
66.7% |
66.7% |
|||
|
NKD Holding Oy |
Finland |
51% |
51% |
|||
|
Canteras La Belonga SA |
Spain |
65% |
65% |
|||
|
Granulats du Hainaut SA |
Belgium |
75% |
75% |
|||
|
Juuan Dolomiittikalkki Oy |
Finland |
70% |
70% |
|||
|
|
Consolidated |
|
|
|
|
31 December 2025 |
31 December 2024 |
|
|
|
£'000 |
£'000 |
|
|
As at 1 January |
28,902 |
14,143 |
|
|
Acquired in business combination |
- |
13,833 |
|
|
Non-controlling interests share of profit in the period |
5,183 |
5,380 |
|
|
Dividends paid |
(5,240) |
(3,053) |
|
|
Foreign exchange movement |
2,475 |
(1,553) |
|
|
Other adjustments |
- |
152 |
|
|
As at 31 December |
31,320 |
28,902 |
|
|
|
31 December 2025 |
|
|
31 December 2024 |
|||
|
|
Vapenka Vitosov |
Suomen Karbonaatti |
Other individually immaterial subsidiaries |
|
Vapenka Vitosov |
Suomen Karbonaatti |
Other individually immaterial subsidiaries |
|
|
£'000 |
£'000 |
£'000 |
|
£'000 |
£'000 |
£'000 |
|
Current assets |
18,783 |
18,884 |
19,137 |
|
16,808 |
18,235 |
15,070 |
|
Non-current assets |
78,956 |
2,399 |
41,187 |
|
71,408 |
2,598 |
22,240 |
|
Current liabilities |
(8,940) |
(3,843) |
(10,013) |
|
(5,596) |
(3,698) |
(8,468) |
|
Non-current liabilities |
(12,322) |
(7,875) |
(18,806) |
|
(12,258) |
(7,467) |
(5,351) |
|
Net Assets |
76,477 |
9,565 |
31,505 |
|
70,362 |
9,668 |
23,491 |
|
Net Assets Attributable to NCI |
19,119 |
4,687 |
10,862 |
|
17,590 |
4,737 |
8,515 |
|
|
|
|
|
|
|
|
|
|
Revenue |
42,320 |
37,417 |
32,454 |
|
40,111 |
39,489 |
28,141 |
|
Profit after taxation |
7,159 |
5,394 |
2,123 |
|
6,665 |
5,761 |
3,914 |
|
Other comprehensive income |
- |
- |
- |
|
- |
- |
- |
|
Total comprehensive income |
7,159 |
5,394 |
2,123 |
|
6,665 |
5,761 |
3,914 |
|
Net operating cash flow |
11,402 |
6,306 |
11,142 |
|
10,950 |
6,980 |
2,969 |
|
Net investing cash flow |
(3,685) |
(584) |
(13,229) |
|
(1,612) |
(1,085) |
(9,458) |
|
Net financing cash flow |
(7,206) |
(5,979) |
(443) |
|
(3,167) |
(4,224) |
9,133 |
|
Dividends paid to NCI |
1,803 |
2,993 |
444 |
|
823 |
2,030 |
200 |
32. Earnings Per Share
The calculation of the total basic earnings per share of 7.28 pence (2024: continuing operations 2.04 pence and discontinued operations 0.06 pence) is calculated by dividing the profit attributable to shareholders of £79.9 million (2024: £23.3 million) by the weighted average number of ordinary shares of 1,097,658,566 (2024: 1,111,403,279) in issue during the period. The weighted average number of ordinary shares has reduced in the current year from the shares held by the Company's Employee Benefit Trust. At 31 December 2025, the Employee Benefit Trust holds 17,195,964 ordinary shares.
Continuing operations diluted earnings per share of 6.75 pence (2024: continuing operations 1.89 pence and discontinued operations 0.06 pence) is calculated by dividing the profit attributable to shareholders of £79.9 million (2024: £23.3 million) by the weighted average number of ordinary shares in issue during the period plus the weighted average number of share options and warrants to subscribe for ordinary shares in the Company, which together total 1,182,311,495 (2024: 1,196,589,592). The weighted average number of shares is the opening balance of ordinary shares plus the weighted average of 84,652,929 shares.
Details of share options that could potentially dilute earnings per share in future periods are disclosed in Note 29.
33. Fair Value of Financial Assets and Liabilities Measured at Amortised Costs
The following table shows the carrying amounts and fair values of the financial assets and liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
Items where the carrying amount equates to the fair value are categorised to three levels:
· Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.
· Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
· Level 3 inputs are unobservable inputs for the asset or liability.
Items which are categorised as Level 2 financial assets and liabilities are forward exchange contracts and these are valued using the year end exchange rate for the relevant currencies.
|
|
|
Carrying Amount |
|
Fair value |
||||||||
|
|
Fair value - Hedging instruments |
Fair value through P&L |
Fair value through OCI |
Financial asset at amortised cost |
Other financial liabilities |
Total |
Level 1 |
Level 2 |
Total |
|||
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Forward exchange contracts |
- |
- |
127 |
- |
- |
127 |
- |
127 |
127 |
|||
|
Electricity hedges |
- |
- |
242 |
- |
- |
242 |
242 |
|
242 |
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Financials assets not measured at fair value |
||||||||||||
|
Trade and other receivables (excl. Derivatives) |
- |
- |
- |
160,331 |
- |
160,331 |
- |
- |
- |
|||
|
Cash and cash equivalents |
- |
- |
- |
166,674 |
- |
166,674 |
- |
- |
- |
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Financial liabilities measured at fair value |
||||||||||||
|
Forward exchange contracts |
- |
- |
244 |
- |
- |
244 |
- |
244 |
244 |
|||
|
Electricity hedges |
- |
- |
350 |
- |
- |
350 |
350 |
- |
350 |
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Financial liabilities not measured at fair value |
||||||||||||
|
Loans |
- |
- |
- |
- |
580,705 |
580,705 |
- |
- |
- |
|||
|
Finance lease liability |
- |
- |
- |
- |
58,321 |
58,321 |
- |
- |
- |
|||
|
Trade and other payables (excl. derivative) |
- |
- |
- |
- |
480,171 |
480,171 |
- |
- |
- |
|||
34. Contingencies
The Group is not aware of any material personal injury or damage claims open against the Group.
35. Related party transactions
Loans with Group Undertakings
Amounts receivable/(payable) as a result of loans granted to/(from) subsidiary undertakings are as follows:
|
|
Company |
|
|
|
31 December 2025 |
31 December 2024 |
|
|
£'000 |
£'000 |
|
Ronez Limited |
(34,425) |
(31,633) |
|
SigmaGsy Limited |
(10,608) |
(9,608) |
|
SigmaFin Limited |
12,705 |
12,249 |
|
Topcrete Limited |
(1,096) |
(846) |
|
Poundfield Products (Group) Limited |
5,572 |
5,338 |
|
Foelfach Stone Limited |
661 |
632 |
|
CCP Building Products Limited |
5,912 |
5,656 |
|
Carrières du Hainaut SCA |
31,428 |
24,442 |
|
GDH (Holdings) Limited |
18,717 |
16,374 |
|
Stone Holdings SA |
544 |
519 |
|
Nordkalk Oy Ab |
(32,313) |
11,813 |
|
Johnston Quarry Group |
10,829 |
11,707 |
|
Rightcast Limited |
(1,249) |
(1,190) |
|
Retaining (UK) Limited |
(2,355) |
(1,178) |
|
SigmaCen GmbH |
343,565 |
367,422 |
|
Fels Werke GmbH |
(21,433) |
(51,636) |
|
Clogrennane Lime Limited |
(12,799) |
(10,307) |
|
SigmaLime IRE Limited |
50,903 |
48,982 |
|
Buxton Lime Limited |
(14,940) |
14,269 |
|
Mavecotill Investments Z.o.o |
15,687 |
14,129 |
|
Nordkalk Wapno Sp Z.o.o |
(25,684) |
(8,488) |
|
Baltic CO2 Management OU |
- |
449 |
|
|
339,621 |
419,095 |
Loans granted to or from subsidiaries are unsecured, have interest charged at 6.5% for January to June and 4.8% for July to December and are repayable in Pounds Sterling on demand from the Company.
Debt pushdown loans to subsidiaries are charged at the external borrowing rate plus a facilitation margin.
All intra Group transactions are eliminated on consolidation.
Transactions with directors and directors' shareholdings
Details of transactions with directors, directors' shareholdings and outstanding share options are provided in the Remuneration Committee Report.
36. Ultimate Controlling Party
The Directors believe there is no ultimate controlling party.
37. Events After the Reporting Date
There have been no events after the reporting date that require disclosure in the Financial Statements.
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