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REG - Mincon Group Plc - Final Results

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RNS Number : 9248V  Mincon Group Plc  10 March 2026

Mincon Group plc

("Mincon" or the "Group")

 

2025 Full Year Financial Results

 

Mincon Group plc (Euronext: MIO AIM:MCON), the Irish engineering group
specialising in the design, manufacture, sale and servicing of rock drilling
tools and associated products, announces its results for the year ended 31
December 2025.

 

Financial Highlights

 

 

                        Continuing Operations 2025(1)  Total 2025  Continuing Operations 2024(1)  Total 2024  Change in Total
                        €'000                          €'000       €'000                          €'000       %
 Total revenue          148,715                        148,720     144,361                        145,866     2%
 Gross profit           44,432                         44,410      40,234                         40,059      11%
 EBITDA                 19,268                         20,442      16,172                         14,180      44%
 Operating profit       10,905                         12,079      7,607                          5,506       119%
 Profit for the period  4,804                          5,520       3,392                          1,766       213%

(1) The Group took the decision to close its Mincon Carbide businesses during
the year ended 31 December 2024 and dispose of its assets. The results of
these operations have been re-presented as discontinued operations in 2024
& 2025. See note 9 for further detail.

 

 

·      Revenue: 2025 Group revenue of €148.7 million, an increase of
2% versus 2024.

§ Construction revenue increase of 14%, now our largest industry, with North
American construction returning to growth as previously delayed projects
commenced.

§ Mining revenue contraction of 9%, reflecting performance in certain
locations as we undertake a strategic realignment of our customer offering in
those locations on commoditised products.

§ Waterwell/geothermal industry remained subdued, however revenue increased
slightly, by 1%, due to the well-established customer base in the geothermal
industry in Northern Europe.

·      EBITDA: 2025 EBITDA from continuing operations was approximately
€19.3 million, up 19% on 2024.

§ Benefits realised from the Group's review of it's operations, gained
momentum over the course of 2025 contributing to the improved EBITDA margin of
13.0% (2024: 11.2%).

§ Iimprovements in the Group's raw material supply chain enhanced margins,
with raw material costs decreasing by 4% as a proportion of
Mincon-manufactured revenue in 2025.

§ Large construction projects also contributed to the recovery of profit
margins in 2025

·      Discontinued operations: The Group's discontinued operations in
2024 and 2025 included selling and closing the former carbide production
facility in Sheffield, which has also supported margin growth.

·      Capital investment: Commissioned €3 million in capital
equipment, with the investment focused on ongoing investment in automation and
replacing older high-maintenance equipment.

·      HIT System / (Greenhammer): Signed 3-year exclusive collaboration
agreement with Epiroc in September 2025 to commercialise the system.

·      Working capital: the increase in 2025 minaly related to the build
up of inventory to service large construction proejects that began in Q4 2025.

·      Dividend: Final dividend of 1.05c per ordinary share recommended
by the Board, subject to approval at the AGM, taking the total dividend for
2025 to 2.10c per ordinary share (2024: 2.10c per ordinary share).

·      Outlook: We anticipate continued growth in 2026, driven in part
by our sustained investment and development in IP over recent years, along
with continued growth built on our proven success in large scale construction
projects. Additionally, the cost reductions achieved in production are
expected to further enhance our financial performance in 2026.

 

Geographic Markets

Revenue in the Americas constitutes the largest share among our regions and
increased by 6% in 2025, primarily, driven by growth of 12% in North America.
The biggest increase in our revenue in North America was due to project wins
in construction. We finished out the year in a strong position, and this has
been further strengthened by the commencement of projects that were previously
delayed. We believe our strong product offering, backed up by product
availability and onsite support, remains a key differentiator supporting
growth in this market. We are also seeing good revenue growth in mining in
North America.

 

The tariff environment and cost inflation in the US remains a challenge to
deal with and we are working closely with our customers to explain our
position and pass on price increases to try and mitigate these cost pressures.

 

Europe Middle East (EME) is our next largest region in terms of revenue and
that increased by 3% in 2025 over 2024. The notable features of this market
were the sluggish conditions within the geothermal industry in Northern Europe
as well as input cost inflation which was managed during the year. The
contraction in revenue in Northern Europe was offset by revenue growth in
Central Europe and the Middle East through our distribution networks there.

 

Our revenues in the Africa region increased by 13% which was helped by a
construction project win in the DRC and supplied during the year. This project
is now complete and is a good case study to enable us to win more
opportunities in the region. In mining we have seen a return to revenue growth
in West Africa which has been driven by key gold mining customers returning to
buy from us due to product performance, availability and support.

 

Finally, revenues in the Australia Pacific region (APAC) decreased by 28%
during the year. We are currently restructuring our business in the region to
ensure that it is better positioned to deal with the market realities there.
This ongoing work will stabilise the business and give us the opportunity to
pursue more profitable revenue targets that exist in this important region for
the Group.

 

Chief Executive's Review:

Joe Purcell said: "I am very pleased to report that we concluded the year with
significant enhancement in operating profit. The cost-reduction initiatives
implemented throughout the year have yielded a substantial increase in EBITDA
over the prior year, and these efforts are expected to continue moving
forward.

 

We are convinced that the global industries we are operating in are
fundamental to the push toward electrification. The requirement to rapidly
build out new electric generating capacity is placing enormous pressure on
supply chains around the world. The lead times on equipment suitable for new
fossil fuel power plants are hugely extended. As a result, there is a growing
realisation that renewable energy like solar and wind, represent a quicker
route to new capacity and as such is being increasingly installed globally.

 

Mincon is seeking to capitalise on this opportunity. The Group has a track
record of investing in our IP and despite difficult market conditions over
recent years, we have continued this investment. During 2025, we were pleased
to see our Subsea project continue to make a lot of progress, with a highlight
being the successful installation of a subsea anchor which is a significant
step in our journey toward certification. The system is now well understood by
several key stakeholders and our Subsea Micropiles partner is working on a
number of commercial opportunities in the offshore wind space as well as other
offshore construction opportunities.

 

In mining, the consolidation that we are seeing in copper mining reflects the
pressure to increase capacity to supply for the electrification push required.
This increased demand is also present for battery metals. The standout
increase has been the gold price movement and our existing business in this
sector is beginning to increase with good wins in West Africa and North
America as well as a growing opportunity in the Middle East.

 

On business development initiatives, we were also pleased to sign our
collaboration agreement with Epiroc to commercialise our HIT system (formerly
Greenhammer). For Mincon, we have addressed the biggest hurdle to widescale
adoption with ready access to a market leading rig platform which perfectly
suits the system. For Epiroc, they have a performance advantage over competing
rig manufacturers which will enable them to secure and grow market share for
single pass drilling solutions in the surface mining market. This can be
through a combination of converting the existing fleet in operation today and
delivering new bespoke systems that further push the performance boundaries.
In North America alone, taking into account the push to expand copper mining
output, we believe there exists a transformational opportunity for both Mincon
and Epiroc.

 

Therefore, if we consider the markets that we serve in construction, mining
and renewables, we see increasing demand for both the efficient product range
that Mincon offers today and, as the ramp up continues and costs and emissions
come under the microscope, the new products that we are developing for the
future.

 

On a personal note, I would like to acknowledge the support that I, and the
Purcell family, have received following the untimely passing of our founder,
Paddy Purcell. It was certainly a shock for us all and something that will
take some time to adjust to.

 

We now have a Company that I believe is on the cusp of something truly
wonderful that Paddy would have been so proud of and, I for one, will leave no
stone unturned to ensure that we deliver on the promise that we have worked so
hard to develop since Paddy founded the business. In discussions that I have
had with people at all levels in our business, this ambition is something that
is widely shared amongst our Group and I look forward to realising a brighter
future for Mincon."

10 March 2026

 

For further information, please contact:

 

 

Mincon Group plc                    Tel: +353 (61) 361 099

Joe Purcell CEO

Mark McNamara CFO

Tom Purcell COO

 

Davy Corporate Finance

(Nominated Adviser, Euronext Growth Listing Sponsor and Joint Broker) Tel:
+353 (1) 679 6363

Anthony Farrell

Daragh O'Reilly

 

Shore Capital (Joint Broker)     Tel: +44 (0) 20 7408 4090

Malachy McEntyre

Mark Percy

Daniel Bush

 

 

 

CONSOLIDATED INCOME STATEMENT

 

For the year ended 31 December 2025

 

                                                                                                   2025       2025   2025

                              Notes
                              Continued Operations              Discontinued  Operation (Note 9)   Total
                                                                €'000                              €'000

                              €'000

 Revenue                                                   4                                       148,715    5      148,720
 Cost of sales                                             6                                       (104,283)  (27)   (104,310)
 Gross profit                                                                                      44,432     (22)   44,410
 Operating costs                                           6                                       (33,466)   (189)  (33,655)
 Gain/(loss) on sale of property, plant and equipment                                              (61)       1,385  1,324
 Operating profit                                                                                  10,905     1,174  12,079
 Finance costs                                             7                                       (2,011)    (1)    (2,012)
 Finance income                                                                                    105        13     118
 Foreign exchange (loss)                                                                           (2,449)    (75)   (2,524)
 Movement on deferred consideration                        22                                      (5)        -      (5)
 Profit before tax                                                                                 6,545      1,111  7,656
 Income tax expense                                        11                                      (1,741)    (395)  (2,136)
 Profit for the period                                                                             4,804      716    5,520

 Profit attributable to:
 - owners of the Parent                                                                            4,804      716    5,520
 Earnings per Ordinary Share
 Basic earnings per share,                                 20                                      2.26       0.34   2.60
 Diluted earnings per share,                               20                                      2.19       0.33   2.51

 

                                                                             2024       2024                               2024

                                                       Notes
                                                       Continued Operations             Discontinued  Operation (Note 9)   Total
                                                                                        €'000                              €'000

                                                       €'000

 Revenue                                               4                     144,361    1,505                              145,866
 Cost of sales                                         6                     (104,127)  (1,680)                            (105,807)
 Gross profit                                                                40,234     (175)                              40,059
 Operating costs                                       6                     (32,777)   (1,016)                            (33,793)
 (Loss)/gain on sale of property, plant and equipment                        150        (910)                              (760)
 Operating profit                                                            7,607      (2,101)                            5,506
 Finance costs                                         7                     (2,473)    (18)                               (2,491)
 Finance income                                                              194        7                                  201
 Foreign exchange gain/(loss)                                                161        (55)                               106
 Movement on deferred consideration                    22                    (2)        -                                  (2)
 Profit before tax                                                           5,487      (2,167)                            3,320
 Income tax expense                                    11                    (2,095)    541                                (1,554)
 Profit for the period                                                       3,392      (1,626)                            1,766

 Profit attributable to:
 - owners of the Parent                                                      3,392      (1,626)                            1,766
 Earnings per Ordinary Share
 Basic earnings per share,                             20                    1.60       (0.77)                             0.83
 Diluted earnings per share,                              20                 1.57       (0.75)                             0.82

 

The notes on pages 79 to 114 are an integral part of these consolidated
financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

For the year ended 31 December 2025

 

                                                                        2025     2024
                                                                        €'000    €'000
 Profit for the year                                                    5,520    1,766
 Other comprehensive (loss)/income:
 Items that are or may be reclassified subsequently to profit or loss:
 Foreign currency translation - foreign operations                      (4,233)  428
 Other comprehensive (loss)/income for the year                         (4,233)  428
 Total comprehensive income for the year                                1,287    2,194
 Total comprehensive income attributable to:
 - owners of the Parent                                                 1,287    2,194

 

 

 

The notes on pages 79 to 114 are an integral part of these consolidated
financial statements.

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

As at 31 December 2025

 

                                                                                                                                                                                                                                                                                                                                      2025      2024
                                                                                                                                                                                                                                                                                                                               Notes  €'000     €'000

 Non-Current Assets
 Intangible assets and goodwill                                                                                                                                                                                                                                                                                                12     38,453    40,099
 Property, plant and equipment                                                                                                                                                                                                                                                                                                 13     40,902    50,945
 Deferred tax asset                                                                                                                                                                                                                                                                                                            11     2,549     2,547
 Total Non-Current Assets                                                                                                                                                                                                                                                                                                             81,904    93,591
 Non-Current Assets Held for Resale                                                                                                                                                                                                                                                                                            9      4,882     751
 Current Assets
 Inventory and capital equipment                                                                                                                                                                                                                                                                                               14     71,493    67,335
 Trade and other receivables                                                                                                                                                                                                                                                                                                   15a    25,387    24,480
 Prepayments and other current assets                                                                                                                                                                                                                                                                                          15b    10,362    9,773
 Current tax                                                                                                                                                                                                                                                                                                                          520       485
 asset
 Cash and cash equivalents                                                                                                                                                                                                                                                                                                     22     11,650    15,027
 Total Current Assets                                                                                                                                                                                                                                                                                                                 119,412   117,100
 Total Assets                                                                                                                                                                                                                                                                                                                         206,198   211,442

 Equity
 Ordinary share capital                                                                                                                                                                                                                                                                                                        19     2,125     2,125
 Share premium                                                                                                                                                                                                                                                                                                                        67,647    67,647
 Undenominated capital                                                                                                                                                                                                                                                                                                                39        39
 Merger reserve                                                                                                                                                                                                                                                                                                                       (17,393)  (17,393)
 Share-based payment reserve                                                                                                                                                                                                                                                                                                          2,396     2,573
 Foreign currency translation reserve                                                                                                                                                                                                                                                                                                 (11,671)  (7,438)
 Retained earnings                                                                                                                                                                                                                                                                                                                    105,820   104,762
 Total Equity                                                                                                                                                                                                                                                                                                                         148,963   152,315

 Non-Current Liabilities
 Loans and borrowings                                                                                                                                                                                                                                                                                                          18     18,587    23,770
 Deferred tax liability                                                                                                                                                                                                                                                                                                        11     1,572     1,535
 Deferred consideration                                                                                                                                                                                                                                                                                                        22     846       1,641
 Other liabilities                                                                                                                                                                                                                                                                                                                    211       385
 Total Non-Current Liabilities                                                                                                                                                                                                                                                                                                        21,216    27,331
 Current Liabilities
 Loans and borrowings                                                                                                                                                                                                                                                                                                          18     14,946    13,913
 Trade and other payables                                                                                                                                                                                                                                                                                                      16     10,826    9,170
 Accrued and other liabilities                                                                                                                                                                                                                                                                                                 16     9,771     8,095
 Current tax liability                                                                                                                                                                                                                                                                                                                476       618
 Total Current Liabilities                                                                                                                                                                                                                                                                                                            36,019    31,796
 Total Liabilities                                                                                                                                                                                                                                                                                                                    57,235    59,127
 Total Equity and Liabilities                                                                                                                                                                                                                                                                                                         206,198   211,442

 

The notes on pages 79 to 114 are an integral part of these consolidated
financial statements.

 

Approved by the Board and signed on it's behalf:

 

 

 

 

Paul
Lynch
Joseph Purcell

Chairman
Chief Executive Officer              10 March 2026

CONSOLIDATED STATEMENT OF CASH FLOWS

 

For the year ended 31 December 2025

 

                                                                                       2025      2024
                                                                                Notes  €'000     €'000
 Operating activities:
 Profit for the period                                                                 5,520     1,766
 Adjustments to reconcile profit to net cash provided by operating activities:
 Depreciation                                                                   13     7,525     7,913
 Amortisation of intellectual property                                          12     354       277
 Amortisation of internally generated intangible asset                          12     485       485
 Movement on deferred consideration                                                    5         2
 Finance cost                                                                   7      2,012     2,491
 Finance income                                                                        (118)     (201)
 (Gain)/loss on sale of property, plant and equipment                                  (1,324)   760
 Income tax expense                                                             11     2,136     1,554
 Other non-cash movements                                                              2,435       (353)
                                                                                       19,030    14,694
 Changes in trade and other receivables                                                (1,784)   (2,555)
 Changes in prepayments and other assets                                               (591)     147
 Changes in inventory                                                                  (6,997)   3,308
 Changes in trade and other payables                                                   3,489     (2,457)
 Cash provided by operations                                                           13,147    13,137
 Interest received                                                                     118       201
 Interest paid                                                                         (2,012)   (2,491)
 Income taxes paid                                                                     (2,442)   (1,866)
 Net cash provided by operating activities                                             8,811     8,981

 Investing activities
 Purchase of property, plant and equipment                                      13     (3,002)   (3,609)
 Proceeds from the sale of property, plant and equipment                        13     2,270     328
 Investment in intangible assets                                                12     -         (91)
 Investment in acquired intangible assets                                       12     (485)     (303)
 Payment of deferred consideration                                              22     (195)     (452)
 Net cash used in investing activities                                                 (1,412)   (4,127)

 Financing activities
 Dividends paid                                                                 19     (4,462)   (4,462)
 Repayment of borrowings                                                        18/24  (8,000)   (5,004)
 Repayment of lease liabilities                                                 18/24  (2,927)   (3,058)
 Drawdown of loans                                                              18/24  4,845     2,210
 Net cash used in financing activities                                                 (10,544)  (10,314)

 Effect of foreign exchange rate changes on cash                                       (232)     5
 Net decrease in cash and cash equivalents                                             (3,377)   (5,455)

 Cash and cash equivalents at the beginning of the year                                15,027    20,482
 Cash and cash equivalents at the end of the year                                      11,650    15,027

 Cash and cash equivalents for discontinued operations (Note 9)                        449       344
 Cash and cash equivalents for continuing operations                                   11,201    14,683
 Cash and cash equivalents at the end of the year                                      11,650    15,027

 

The notes on pages 79 to 114 are an integral part of these consolidated
financial statements

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

For the year ended 31 December 2025

                                        Share    Share premium  Merger reserve  Un-denominated  Share-based payment reserve  Foreign                        Retained earnings  Total

                                       capital                                  capital                                      currency translation reserve                      equity
                                       €'000     €'000          €'000           €'000           €'000                        €'000                          €'000              €'000

 Balances at 1 January 2024            2,125     67,647         (17,393)        39              2,241                        (7,866)                        107,458            154,251
 Comprehensive income:
 Profit for the year                   -         -              -               -               -                            -                              1,766              1,766
 Other comprehensive income:
 Foreign currency translation          -         -              -               -               -                            428                            -                  428
 Total comprehensive income                                                                                                  428                            1,766              2,194
 Transactions with Shareholders:
 Issuance of share capital             -         -              -               -               -                            -                              -                  -
 Share-based payments                  -         -              -               -               332                          -                              -                  332
 Dividends                             -         -              -               -               -                            -                              (4,462)            (4,462)
 Total transactions with Shareholders  -         -              -               -               332                          -                              (4,462)            (4,130)
 Balances at 31 December 2024          2,125     67,647         (17,393)        39              2,573                        (7,438)                        104,762            152,315
 Comprehensive income:
 Profit for the year                   -         -              -               -               -                            -                              5,520              5.520
 Other comprehensive (loss):
 Foreign currency translation          -         -              -               -               -                            (4,233)                        -                  (4,233)
 Total comprehensive income                                                                                                  (4,233)                        5,520              1,287
 Transactions with Shareholders:
 Issuance of share capital             -         -              -               -               -                            -                              -                  -
 Share-based payments                  -         -              -               -               (177)                        -                              -                  (177)
 Dividends                             -         -              -               -               -                            -                              (4,462)            (4,462)
 Total transactions with Shareholders  -         -              -               -               (177)                        -                              (4,462)            (4,639)
 Balances at 31 December 2025          2,125     67,647         (17,393)        39              2,396                        (11,671)                       105,820            148,963

 

 

The notes on pages 78 to 114 are an integral part of these consolidated
financial statements. See note 19 for explanation of movements in reserve
balances.

Notes to the Consolidated Financial Statements

 

1.  Description of business

The consolidated financial statements of Mincon Group plc (also referred to as
"Mincon" or "the Group") comprises the Company and its subsidiaries (together
referred to as "the Group"). The companies registered address is Smithstown
Industrial Estate, Smithstown, Shannon, Co. Clare, Ireland.

 

The Group is an Irish engineering Group, specialising in the design,
manufacturing, sale and servicing of rock drilling tools and associated
products. Mincon Group Plc is domiciled in Shannon, Ireland.

 

On 26 November 2013, Mincon Group plc was admitted to trading on the Euronext
Growth and the Alternative Investment Market (AIM) of the London Stock
Exchange.

 

2.  Basis of preparation

 

These consolidated financial statements have been prepared in accordance with
the IFRS Accounting Standards as adopted by the European Union (IFRS), which
comprise standards and interpretations approved by the International
Accounting Standards Board (IASB) and endorsed by the EU.

 

The Group's financial statements consolidate those of the parent company and
all of its subsidiaries as of 31 December 2025. All subsidiaries have a
reporting date of 31 December.

 

The accounting policies set out in Note 3 have been applied consistently in
preparing the Group and Company financial statements for the years ended 31
December 2025 and 31 December 2024.

 

The Group and Company financial statements are presented in Euro, which is the
functional currency of the Company and also the presentation currency for the
Group's financial reporting. Unless otherwise indicated, the amounts are
presented in thousands of Euro. These financial statements are prepared on the
historical cost basis.

 

The preparation of the consolidated financial statements in conformity with
IFRS requires management to make judgements, estimates and assumptions that
affect the application of policies and reported amounts of assets and
liabilities, income and expenses. The judgements, estimates and associated
assumptions are based on historical experience and various other factors that
are believed to be reasonable under the circumstances. Actual results could
differ materially from these estimates. The areas involving a high degree of
judgement and the areas where estimates and assumptions are critical to the
consolidated financial statements are discussed in Note 3.

 

The Directors believe that the Group has adequate resources to continue in
operational existence for the foreseeable future and that it is appropriate to
continue to prepare our consolidated financial statements on a going concern
basis.

 

3. Material accounting principles and significant accounting estimates and
judgements

 

 The accounting principles as set out in the following paragraphs have, unless
 otherwise stated, been consistently applied to all periods presented in the
 consolidated financial statements and for all entities included in the
 consolidated financial statements.

 The following new and amended standards are not expected to have a significant
 impact on the Group's consolidated financial statements:

 New Standards adopted as at 1 January 2025

 ·      Lack of Exchangeability (Amendments to IAS 21 The Effects of
 Changes in Foreign Exchange Rates)

 Standards, amendments and Interpretations to existing Standards that are not
 yet effective and have been not adopted early by the Group

 ·      Classification and Measurement of Financial Instruments
 (Amendments to IFRS 9 and IFRS 7)

 ·      Annual Improvements to IFRS Accounting Standards (Volume 11)

 ·      Contracts Referencing Nature-dependent Electricity (Amendments to
 IFRS 9 and IFRS 7)

 ·      Presentation and Disclosure in Financial Statements (IFRS 18)

 ·      Subsidiaries without Public Accountability: Disclosures (IFRS 19)

 3.  Material accounting principles and significant accounting estimates and
 judgements (continued)

 Segment Reporting

 An operating segment is a component of the Group that engages in business
 activities from which it may earn revenue and incur expenses, and for which
 discrete financial information is available. The operating results of the
 operating segment is reviewed regularly by the Board of Directors, the chief
 operating decision maker, to make decisions about allocation of resources and
 also to assess performance.

 Results are reported in a manner consistent with the internal reporting
 provided to the chief operating decision maker (CODM). Our CODM has been
 identified as the Board of Directors.

 The Group has determined that it has one reportable segment (see Note 5). The
 Group is managed as a single business unit that sells drilling equipment,
 primarily manufactured by Mincon manufacturing sites.

 Revenue Recognition

 The Group is involved in the sale and servicing of rock drilling tools and
 associated products. Revenue from the sale of these goods and services to
 customers is measured at the fair value of the consideration received or
 receivable (excluding sales taxes). The Group recognises revenue when it
 transfers control of goods to a customer or has completed a service over a set
 period (typically one month) for a customer.

 The following provides information about the nature and timing of the
 satisfaction of performance obligations in contracts with customers, including
 significant payment terms, and the related revenue recognition policies.

 Customers obtain control of products when one of the following conditions are
 satisfied:

 1.   The goods have been picked up by the customer from Mincon's premises;

 2.   When goods have been shipped by Mincon, the goods are delivered to the
 customer and have been accepted at their premises; or

 3.   The customer accepts responsibility of the goods during transit that is
 in line with international commercial terms.

 Where the Group provides a service to a customer, who also purchases Mincon
 manufactured product from the Group, the revenue associated with this service
 is separately identified in a set period (typically one month) and is
 recognised in the Group's revenue as it occurs.

 Invoices are generated when the above conditions are satisfied. Invoices are
 payable within the timeframe as set in agreement with the customer at the
 point of placing the order of the product or service. Discounts are provided
 from time-to-time to customers.

 Customers may be permitted to return goods where issues are identified with
 regard to quality of the product. Returned goods are exchanged only for new
 goods or a credit note. No cash refunds are offered.

 Where the customer is permitted to return an item, revenue is recognised to
 the extent that it is highly probable that a significant reversal in the
 amount of cumulative revenue recognised will not occur. Therefore, the amount
 of revenue recognised is adjusted for expected returns, which are estimated
 based on the historical data for specific types of product. In these
 circumstances, a refund liability and a right to recover returned goods asset
 are recognised.

 The Group recognises contract liabilities for consideration received in
 respect of unsatisfied performance obligations and reports these amounts as
 accruals and other liabilities in its consolidated statement of financial
 position. Similarly, if the Group satisfies a performance obligation before it
 receives the consideration, the Group recognises either a contract asset or a
 receivable in its consolidated statement of financial position, depending on
 whether something other than the passage of time is required before the
 consideration is due.

 The Group has elected to apply IFRS 15 Practical expedient, the Group does not
 need to adjust the promised amount of consideration for the effects of a
 significant financing component if the entity expects, at contract inception,
 that the period between when the Group transfers a promised good or service to
 a customer and when the customer pays for that good or service will be one
 year or less.

 Government Grants

 Amounts recognised in the profit and loss account are presented under the
 heading Operating Costs on a systematic basis in the periods in which the
 expenses are recognised, unless the conditions for receiving the grant are met
 after the related expenses have been recognised. In this case, the grant is
 recognised when it is receivable. Current government grants have no conditions
 attached.

3.  Material accounting principles and significant accounting estimates and
judgements (continued)

 

Operating expenses

Operating expenses are recognised in profit or loss as the service is utilised
or incurred.

 

Earnings per share

 Basic earnings per share is calculated based on the profit for the year
 attributable to owners of the Company and the basic weighted average number of
 shares outstanding. Diluted earnings per share is calculated based on the
 profit for the year attributable to owners of the Company and the diluted
 weighted average number of shares outstanding.

 

Profit or loss from discontinued operations

A discontinued operation is a component of the Group that either has been
disposed of, or is classified as held for sale. A discontinued operation
represents a separate major line of the business. Profit or loss from
discontinued operations comprises the post-tax profit or loss of discontinued
operations and the post-tax gain or loss recognised on the measurement to fair
value less costs to sell or on the disposal group(s) constituting the
discontinued operation.

 

Taxation

Current tax comprises the expected tax payable or receivable on the taxable
income or loss for the year and any adjustment to the tax payable or
receivable in respect of previous years. The amount of current tax payable or
receivable is the best estimate of the tax amount expected to be paid or
received that reflects uncertainty related to income taxes, if any. It is
measured using tax rates enacted or substantively enacted at the reporting
date. Current tax also includes any tax arising from dividends.

 

Current tax assets and liabilities are offset only if certain criteria are
met.

 

Deferred tax

Deferred tax is recognised in respect of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for taxation purposes. Deferred tax is not recognised
for:

 

·      business combination and that affects neither accounting nor
taxable profit or loss;

·      temporary differences related to investments in subsidiaries,
associates and joint arrangements to the extent that the Group is able to
control the timing of the reversal of the temporary differences and it is
probable that they will not reverse in the foreseeable future; and

·      taxable temporary differences arising on the initial recognition
of goodwill.

 

Deferred tax assets are recognised for unused tax losses, unused tax credits
and deductible temporary differences to the extent that it is probable that
future taxable profits will be available against which they can be used.
Future taxable profits are determined based on the reversal of relevant
taxable temporary differences. If the amount of taxable temporary differences
is insufficient to recognise a deferred tax asset in full, then future taxable
profits, adjusted for reversals of existing temporary differences, are
considered, based on the business plans for individual subsidiaries in the
Group. Deferred tax assets are reviewed at each reporting date and are reduced
to the extent that it is no longer probable that the related tax benefit will
be realised; such reductions are reversed when the probability of future
taxable profits improves.

 

Unrecognised deferred tax assets are reassessed at each reporting date and
recognised to the extent that it has become probable that future taxable
profits will be available against which they can be used.

 

Deferred tax is measured at the tax rates that are expected to be applied to
temporary differences when they reverse, using tax rates enacted or
substantively enacted at the reporting date.

 

The measurement of deferred tax reflects the tax consequences that would
follow from the manner in which the Group expects, at the reporting date, to
recover or settle the carrying amount of its assets and liabilities.

 

Deferred tax assets and liabilities are offset only if certain criteria are
met.

 

Leases

At inception of a contract, the Group assesses whether a contract is, or
contains, a lease. A contract is, or contains, a lease if the contract conveys
the right to control the use of an identified asset for a period of time in
exchange for consideration. To assess whether a contract conveys the right to
control the use of an identified asset, the Group uses the definition of a
lease in IFRS 16.

3.  Material accounting principles and significant accounting estimates and
judgements (continued)

 

Leases (continued)

(i) As a lessee

At commencement or on modification of a contract that contains a lease
component, the Group allocates the consideration in the contract to each lease
component on the basis of its relative stand-alone prices.

 

The Group recognises a right-of-use asset and a lease liability at the lease
commencement date. The right-of-use asset is initially measured at cost, which
comprises the initial amount of the lease liability adjusted for any lease
payments made at or before the commencement date, plus any initial direct
costs incurred and an

estimate of costs to dismantle and remove the underlying asset or to restore
the underlying asset or the site on which it is located, less any lease
incentives received.

 

The right-of-use asset is subsequently depreciated using the straight-line
method from the commencement date to the end of the lease term, unless the
lease transfers ownership of the underlying asset to the Group by the end of
the lease term or the cost of the right-of-use asset reflects that the Group
will exercise a purchase option. In that case the right-of-use asset will be
depreciated over the useful life of the underlying asset, which is determined
on the same basis as those of property and equipment. In addition, the
right-of-use asset is periodically reduced by impairment losses, if any, and
adjusted for certain remeasurements of the lease liability.

 

The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted using the
interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group's incremental borrowing rate.

 

The Group determines its incremental borrowing rate by obtaining interest
rates from various external financing sources.

 

The lease liability is measured at amortised cost using the effective interest
method. It is remeasured when there is a change in future lease payments
arising from a change in an index or rate, if there is a change in the Group's
estimate of the amount expected to be payable under a residual value
guarantee, if the Group changes its assessment of whether it will exercise a
purchase, extension or termination option or if there is a revised
in-substance fixed lease payment.

 

When the lease liability is remeasured in this way, a corresponding adjustment
is made to the carrying amount of the right-of-use asset, or is recorded in
profit or loss if the carrying amount of the right-of-use asset has been
reduced to zero.

 

(ii) As a lessor

At inception or on modification of a contract that contains a lease component,
the Group allocates the consideration in the contract to each lease component
on the basis of their relative stand-alone prices.

 

When the Group acts as a lessor, it determines at lease inception whether each
lease is a finance lease or an operating lease.

 

When the Group is an intermediate lessor, it accounts for its interests in the
head lease and the sub-lease separately. It assesses the lease classification
of a sub-lease with reference to the right-of-use asset arising from the head
lease, not with reference to the underlying asset.

 

Short-term leases and leases of low-value assets

The Group has elected not to recognise right-of-use assets and lease
liabilities for leases of low-value assets and short-term leases, including IT
equipment. The Group recognises the lease payments associated with these
leases as an expense on a straight-line basis over the lease term.

 

Inventories and capital equipment

Inventories and capital equipment (rigs) are valued at the lower of cost or
net realisable value. Net realisable value is the estimated selling price in
the ordinary course of business less the estimated costs of completion and
selling expenses. The cost of inventories is based on the first-in, first-out
principle and includes the costs of acquiring inventories and bringing them to
their existing location and condition. Inventories manufactured by the Group
and work in progress include an appropriate share of production overheads
based on normal operating capacity. Inventories are reported net of deductions
for obsolescence.

 

 

 

 

3.  Material accounting principles and significant accounting estimates and
judgements (continued)

 

Intangible Assets and Goodwill

Goodwill

The Group accounts for acquisitions using the purchase accounting method as
outlined in IFRS 3 Business Combinations. Goodwill represents the future
economic benefits arising from a business combination that are

not individually identified and separately recognised. Goodwill is not
amortised and is tested annually.

 

Intangible assets

Expenditure on research activities is recognised in profit or loss as
incurred.

 

Development expenditure is capitalised only if the Group can demonstrate if
the expenditure can be measured reliably, the product or process is
technically and commercially feasible, future economic benefits are probable
and the Group intends to and has sufficient resources to complete development
and to use or sell the asset. Otherwise, it is recognised in the profit or
loss as incurred. Subsequent to initial recognition, development expenditure
is measured at cost less accumulated amortisation and any accumulated
impairment losses.

 

Acquired IP which has been obtained at a cost that can be measured reliably,
and that meets the definition and recognition criteria of IAS 38, will be
accounted for as an intangible asset.

 

Internally developed intangible assets are recognised post the development
phase once the company has assessed the development phase is complete and the
asset is ready for use. Internally generated assets have an finite life. They
will be amortised over a fifteen-year period on a straight-line basis.
Currently there is eleven years and nine months remaining on the amortisation.

 

Foreign Currency

Functional and presentation currency

The consolidated financial statements are presented in Euro currency units,
which is also the functional currency of the parent company.

Foreign currency transactions and balances

Transactions in foreign currencies (those which are denominated in a currency
other than the functional currency) are translated at the foreign exchange
rate ruling at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies are translated using the foreign exchange
rate at the statement of financial position date. Exchange gains and losses
related to trade receivables and payables, other financial assets and
payables, and other operating receivables and payables are separately
presented on the face of the income statement.

 

Exchange rate differences on translation to functional currency are reported
in profit or loss, except when reported in other comprehensive income for the
translation of intra-group receivables from, or liabilities to, a foreign
operation that in substance is part of the net investment in the foreign
operation.

 

Exchange rates for major currencies used in the various reporting periods are
shown in Note 22.

 

Translation of accounts of foreign entities

The assets and liabilities of foreign entities, including goodwill and fair
value adjustments arising on consolidation, are translated to Euro at the
exchange rates ruling at the reporting date. Revenues, expenses, gains, and
losses are translated at average exchange rates, when these approximate the
exchange rate for the respective transaction. Foreign exchange differences
arising on translation of foreign entities are recognised in other
comprehensive income and are accumulated in a separate component of equity as
a translation reserve.

 

On divestment of foreign entities, the accumulated exchange differences, are
recycled through profit or loss, increasing or decreasing the profit or loss
on divestments.

 

Business combinations and consolidation

The consolidated financial statements include the financial statements of the
Group and all companies in which Mincon Group plc, directly or indirectly, has
control. The Group controls an entity when it is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to
affect those returns through its power over the entity. The financial
statements of subsidiaries are included in the consolidated financial
statements from the date on which control commences until the date on which
control ceases.

 

The consolidated financial statements have been prepared in accordance with
the acquisition method.

 

 

3.  Material accounting principles and significant accounting estimates and
judgements (continued)

 

Business combinations and consolidation (continued)

According to this method, business combinations are seen as if the Group
directly acquires the assets and assumes the liabilities of the entity
acquired. At the acquisition date, i.e., the date on which control is
obtained, each identifiable asset acquired, and liability assumed is
recognised at its acquisition-date fair value.

 

Consideration transferred is measured at its fair value. It includes the sum
of the acquisition date fair values of the assets transferred, liabilities
incurred to the previous owners of the acquiree, and equity interests issued
by the Group. Deferred consideration is initially measured at its
acquisition-date fair value. Any subsequent change in such fair value is
recognised in profit or loss, unless the deferred consideration is classified
as equity. In that case, there is no remeasurement and the subsequent
settlement is accounted for within equity. Deferred consideration arises in
the current year where part payment for an acquisition is deferred to the
following year or years.

 

Transaction costs that the Group incurs in connection with a business
combination, such as legal fees, due diligence fees, and other professional
and consulting fees are expensed as incurred.

 

Goodwill is measured as the excess of the fair value of the consideration
transferred, the amount of any non-controlling interest in the acquiree, and
the fair value of the Group's previously held equity interest in the acquiree
(if any) over the net of acquisition-date fair values of the identifiable
assets acquired and liabilities assumed. Goodwill is not amortised but tested
for impairment at least annually.

 

Non-controlling interest is initially measured either at fair value or at the
non-controlling interest's proportionate share of the fair value of the
acquiree's identifiable net assets. This means that goodwill is either
recorded in "full" (on the total acquired net assets) or in "part" (only on
the Group's share of net assets). The choice of measurement basis is made on
an acquisition-by-acquisition basis.

 

Earnings from the acquirees are reported in the consolidated income statement
from the date of control.

 

Intra-group balances and transactions such as income, expenses and dividends
are eliminated in preparing the consolidated financial statements. Profits and
losses resulting from intra-group transactions that are recognised in assets,
such as inventory, are eliminated in full, but losses are only eliminated to
the extent that there is no evidence of impairment.

 

Property, plant and equipment

Items of property, plant and equipment are carried at cost less accumulated
depreciation and impairment losses. Cost of an item of property, plant and
equipment comprises the purchase price, import duties, and any cost directly
attributable to bringing the asset to its location and condition for use. The
Group capitalises costs on initial recognition and on replacement of
significant parts of property, plant and equipment, if it is probable that the
future economic benefits embodied will flow to the Group and the cost can be
measured reliably. All other costs are recognised as an expense in profit or
loss when incurred.

 

Depreciation

Depreciation is calculated based on cost using the straight-line method over
the estimated useful life of the asset. The following useful lives are used
for depreciation:

 

 
Years

Buildings
20-30

Plant and equipment                  3-10

 

The depreciation methods, useful lives and residual values are reassessed
annually. Land is not depreciated.

 

Right of use assets are depreciated using the straight-line method over the
estimated useful life of the asset being the remaining duration of the lease
from inception date of the asset. The depreciation methods, useful lives and
residual values are reassessed annually.

 

Gains or losses arising on the disposal of property, plant and equipment are
determined as the difference between the disposal proceeds and the carrying
amount of the assets and are recognised in profit or loss either within other
income or other expenses

 

 

 

3.  Material accounting principles and significant accounting estimates and
judgements (continued)

 

Financial Assets and Liabilities

Classification and initial measurement of financial assets financial
liabilities.

Financial assets and liabilities are recognised at fair value when the Group
becomes a party to the contractual provisions of the instrument. Purchases and
sales of financial assets are accounted for at trade date, which is the day
when the Group contractually commits to acquire or dispose of the assets.
Trade receivables are recognised once the responsibility associated with
control of the product has transferred to the customer. Liabilities are
recognised when the other party has performed and there is a contractual
obligation to pay. A financial asset and

a financial liability are offset and the net amount presented in the statement
of financial position when there is a legally enforceable right to set off the
recognised amounts and there is an intention to either settle on a net basis
or to realise the asset and settle the liability simultaneously.

The classification is determined by both:

• the entity's business model for managing the financial asset, and

• the contractual cash flow characteristics of the financial asset.

 

Subsequent measurement of financial assets and financial liabilities

Financial assets at amortised cost

Financial assets are measured at amortised cost if the assets meet the
following conditions (and are not designated as FVTPL):

·      they are held within a business model whose objective is to hold
the financial assets and collect its contractual cash flows, and

·      the contractual terms of the financial assets give rise to cash
flows that are solely payments of principal and interest on the principal
amount outstanding.

 

After initial recognition, these are measured at amortised cost using the
effective interest method. Discounting is omitted where the effect of
discounting is immaterial.

 

Financial liabilities at amortised cost

Subsequently, financial liabilities are measured at amortised cost using the
effective interest method.

 

Derecognition (fully or partially) of a financial liabilities occurs when the
rights to receive cash flows from the financial instruments expire or are
transferred and substantially all of the risks and rewards of ownership have
been removed from the Group. Financial liabilities are assessed at each
reporting date. The Group derecognises (fully or partially) a financial
liability when the obligation specified in the contract is discharged or
otherwise expires.

 

Impairment of financial assets

Financial assets are assessed from initial recognition and at each reporting
date to determine whether there is a requirement for impairment. Financial
assets require there expected lifetime losses to be recognised from initial
recognition.

 

IFRS 9's impairment requirements use forward-looking information to recognise
expected credit losses - the 'expected credit loss (ECL) model'. Instruments
within the scope of the requirements included loans and other debt-type
financial assets measured at amortised cost, trade and other receivables.

 

The Group considers a broader range of information when assessing credit risk
and measuring expected credit losses, including past events, current
conditions, reasonable and supportable forecasts that affect the expected
collectability of the future cash flows of the instrument.

 

In applying this forward-looking approach, a distinction is made between:

·      financial instruments that have not deteriorated significantly in
credit quality since initial recognition or that have low credit risk ('Stage
1'); and

·      financial instruments that have deteriorated significantly in
credit quality since initial recognition and whose credit risk is not low
('Stage 2').

 

'Stage 3' would cover financial assets that have objective evidence of
impairment at the reporting date.

 

'12-month expected credit losses' are recognised for the first category (i.e.
Stage 1) while 'lifetime expected credit losses' are recognised for the second
category (i.e. Stage 2).

 

Measurement of the expected credit losses is determined by a
probability-weighted estimate of credit losses over the expected life of the
financial instrument.

3.  Material accounting principles and significant accounting estimates and
judgements (continued)

 

Financial Assets and Liabilities (continued)

Trade and other receivables

The Group makes use of a simplified approach in accounting for trade and other
receivables and records the loss allowance as lifetime expected credit losses.
These are the expected shortfalls in contractual cash flows, considering the
potential for default at any point during the life of the financial
instrument. In calculating, the Group uses its historical experience, external
indicators and forward-looking information to calculate the expected credit
losses using a provision matrix.

 

The Group assesses impairment of trade and other receivables on a collective
basis as they possess shared credit risk characteristics they have been
grouped based on the days past due.

 

Borrowing costs

All borrowing costs are expensed in accordance with the effective interest
rate method.

 

Equity

Shares are classified as equity. Incremental costs directly attributable to
the issue of ordinary shares and share options are recognised as a deduction
from equity, net of any tax effect.

 

Financial instruments carried at fair value: Deferred consideration

Fair value is calculated based on the present value of future principal and
interest cash flows, discounted at the market rate of interest at the
reporting date. These are set amounts detailed in each contract.

 

Finance income and expenses

Finance income and expense are included in profit or loss using the effective
interest method.

 

Contingent liabilities

A contingent liability is a possible obligation or a present obligation that
arises from past events that is not reported as a liability or provision, as
it is not probable that an outflow of resources will be required to settle the
obligation or that a sufficiently reliable calculation of the amount cannot be
made.

 

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with
maturities of three months or less.

 

Non-current assets and liabilities classified as held for sale and
discontinued operations

Non-current assets classified as held for sale are presented separately and
measured at the lower of their carrying amounts immediately prior to their
classification as held for sale and their fair value less costs to sell.
However, some held for sale assets such as financial assets or deferred tax
assets, continue to be measured in accordance with the Group's relevant
accounting policy for those assets. Once classified as held for sale, the
assets are not subject to depreciation or amortisation. Any profit or loss
arising from discontinued operation or its remeasurement to fair value less
costs to sell is presented in the profit or loss from discontinued
operations.

 

Equity, reserves and dividend payments

Share capital represents the nominal (par) value of shares that have been
issued. Share premium includes any premiums received on the issue of share
capital. Any transaction costs associated with the issuing of shares are
deducted from share premium, net of any related income tax benefits.

 

Retained earnings includes all current and prior period retained profits and
share-based employee remuneration.

 

Dividend distributions payable to equity shareholders are included in other
liabilities when the dividends have been approved in a general meeting prior
to the reporting date.

 

Provisions

A provision is recognised in the statement of financial position when the
Group has a legal or constructive obligation as a result of a past event, it
is probable that an outflow of economic benefits will be required to settle
the obligation, and the outflow can be estimated reliably. The amount
recognised as a provision is the best estimate of the expenditure required to
settle the present obligation at the reporting date. If the effect of the time
value of money is material, the provision is determined by discounting the
expected future cash flows at a pre-tax rate that reflects the current market
assessments of the time value of money and, where appropriate, the risks
specific to the liability.

 

 

3.  Material accounting principles and significant accounting estimates and
judgements (continued)

 

Provisions (continued)

A provision for restructuring is recognised when the Group has approved a
detailed and formal restructuring plan and the restructuring has either
commenced or been announced publicly. Future operating losses are not provided
for.

 

Defined contribution plans

A defined contribution retirement benefit plan is a post-employment benefit
plan under which the Group pays fixed contributions into a separate entity and
will have no legal or constructive obligation to pay further amounts.
Obligations for contributions to defined contribution retirement benefit plans
are recognised as an employee benefit expense in profit or loss when employees
provide services entitling them to the contributions.

 

Share-based payment transactions

The Group operates a long-term incentive plan (LTIP) which allows the Company
to grant Restricted Share Awards ("RSAs") to the Executive Management Team and
senior management. All schemes are equity settled arrangements under IFRS 2
Share-based Payment.

 

The grant-date fair value of share-based payment awards granted to employees
is recognised as an employee expense, with a corresponding increase in equity,
over the period that the employees become unconditionally entitled to the
awards. The amount recognised as an expense is adjusted to reflect the number
of awards for which the related service and non-market performance conditions
are expected to be met, such that the amount ultimately recognised as an
expense is based on the number of awards that meet the related service and
non-market performance conditions at the vesting date. It is reversed only
where entitlements do not vest because all

non-market performance conditions have not been met or where an employee in
receipt of share entitlements leaves the Group before the end of the vesting
period and forfeits those options in consequence.

 

Significant accounting estimates and judgements

The preparation of financial statements requires management's judgement and
the use of estimates and assumptions that affect the amounts reported in the
consolidated financial statements and accompanying notes. These estimates and
associated assumptions are based on historical experience and various other
factors that are believed to be reasonable under the prevailing circumstances.
Actual results may differ from those estimates. The estimates and assumptions
are reviewed on an ongoing basis. Revisions to the accounting estimates are
recognised in the period in which they are revised and in any future periods
affected.

 

Following are the estimates and judgements which, in the opinion of
management, are significant to the underlying amounts included in the
financial reports and for which there is a significant risk that future events
or new information could entail a change in those estimates or judgements.

 

Deferred consideration (Note 22)

The deferred consideration payable represents management's best estimate of
the fair value of the amounts that will be payable, discounted as appropriate
using a market interest rate. The fair value was estimated by assigning
probabilities, based on management's current expectations, to the potential
pay-out scenarios. The fair value of deferred consideration is primarily
dependent on the future performance of the acquired businesses against
predetermined targets and on management's current expectations thereof.

 

Climate-related matters

The long-term consequences of climate changes on financial statements are
difficult to predict and require entities to make significant assumptions and
develop estimates. Consistent with the prior year, as at 31 December 2025 the
Group has not identified significant risks induced by climate changes that
could negatively and materially affect the estimates and judgements currently
used in the Group's financial statements. Management continuously assesses the
impact of climate-related matters.

 

Goodwill (Note 12)

The initial recognition of goodwill represents management' best estimate of
the fair value of the acquired entities value less the identified assets
acquired.

 

During the annual impairment assessment over goodwill, management calculate
the recoverable value of the group using their best estimate of the discounted
future cash flows of the group. The fair values were estimated using
management's current and future projections of the Mincon Group's performance
as well as appropriate data inputs and assumptions.

 

 

 

3.  Material accounting principles and significant accounting estimates and
judgements (continued)

 

Significant accounting estimates and judgements (continued)

Useful life and residual values of Intangible Assets (Note 12)

Distinguishing the research and development phase, determining the useful
life, and deciding whether the recognition requirements for the capitalisation
of development costs of new projects are met all require judgement. These
judgements are based on historical experience and various other factors that
are believed to be reasonable under the prevailing circumstances.

 

After capitalisation, management monitors whether the recognition requirements
continue to be met and whether there are any indicators that capitalised costs
may be impaired.

 

Trade and other receivables (Note 15)

Trade and other receivables are included in current assets, except for those
with maturities more than 12 months after the reporting date, which are
classified as non-current assets. The Group estimates the risk that
receivables will not be paid and provides for doubtful debts in line with IFRS
9.

 

The Group applies the simplified approach to providing for expected credit
losses (ECL) permitted by IFRS 9 Financial Instruments, which requires
expected lifetime losses to be recognised from initial recognition of the
receivables and considered at each reporting date. Loss rates are calculated
using a "roll rate" method based on the probability of a receivable
progressing through successive chains of non-payment to write-off.

 

Trade receivables are written off when there is no reasonable expectation of
recovery, such as a debtor failing to engage in a repayment plan with the
company. Where recoveries are made, these are recognised in the Consolidated
Income Statement.

 

4.  Revenue

 

In the following table, revenue is disaggregated between Mincon manufactured
product and product that is purchased outside the Group and resold through
Mincon distribution channels.

 

                              2025     2024
                              €'000    €'000
 Product revenue:
 Sale of Mincon product       122,227  117,418
 Sale of third party product  26,493   28,448
 Total revenue                148,720  145,866

 

The Group's revenue disaggregated by primary geographical markets are
disclosed in Note 5.

 

The Group recognised contract liability amounting to €2 million as at 31
December 2025 (2024:€2 million) which represent customer payments received
in advance of performance that are expected to be recognised within the next
financial year. Contract liability is recorded under Other accruals and other
liabilities (Note 16).

 

5.  Operating Segment

 

The CODM assesses operating segment performance based on operating profit.
Segment revenue for the year ended 31 December 2025 of €148.7 million (2024:
€145.9 million) is wholly derived from sales to external customers.

 

Entity-wide disclosures

 

The business is managed on a worldwide basis but operates manufacturing
facilities and sales offices in Ireland, Sweden, Finland, South Africa,
Western Australia, the United States and Canada and sales offices in ten other
locations including Eastern Australia, South Africa, France, Spain, Namibia,
Sweden, Chile and Peru. In presenting information on geography, revenue is
based on the geographical location of customers and non-current assets based
on the location of these assets.

 

 

 

 

 

5.  Operating Segment (continued)

 

Revenue by region (by location of customers):

                              2025     2024
                              €'000    €'000
 Region:
 Ireland                      870      2,161
 Americas                     63,147   59,481
 Australasia                  15,630   17,938
 Europe, Middle East, Africa  69,073   66,286
 Total revenue ((1))          148,720  145,866

(1) Total revenue in 2025 & 2024 includes revenue from discontinued
operations.

 

During 2025, Mincon had sales in the USA of €39.4 million (2024: €33.4
million), Canada of €17.5 million (2024: €16.9 million) and Sweden of
€15.0 million (2024: €13.3 million), these individually contributed to
more than 10% of the entire Group's sales for 2025.

 ( )                                                         2025     2024
                                                             €'000    €'000
 Region:
 Americas                                                    12,164   16,088
 Australasia                                                 4,280    10,167
 Europe, Middle East, Africa                                 62,911   64,789
 Total non-current assets((1))                               79,355   91,044
 (1) Non-current assets exclude deferred tax assets.

 

During 2025, Mincon held non-current assets (excluding deferred tax assets) in
Ireland of €21.2 million (2024: €23.2 million), in the USA of €8.9
million (2024: €12.2 million) these separately contributed to more than 10%
of the entire Group's non-current assets (excluding deferred tax assets) for
2025.

 ( )                                                                  2025     2024
                                                                      €'000    €'000
 Region:
 Americas                                                             3,284    4,900
 Australasia                                                          206      2,041
 Europe, Middle East, Africa                                          16,154   18,855
 Total non-current liabilities((1))                                   19,644   25,796
 (1) Non-current liabilities exclude deferred tax liabilities.

 

During 2025, Mincon held non-current liabilities (excluding deferred tax
liabilities) in Ireland of €10.9 million (2024: €13.6 million), this
contributed to more than 10% of the entire Group's non-current liabilities
(excluding deferred tax liabilities) for 2025.

 

 

 

 

6.  Cost of Sales and operating expenses

 

Included within cost of sales and operating costs were the following major
components:

 

 Cost of sales
                                      2025      2024
                                      €'000     €'000
 Raw materials                         39,675   43,326
 Third party product purchases         20,612   22,081
 Employee costs                        20,190   19,591
 Depreciation (Note 13)                5,207    5,416
 In bound costs on purchases           3,856    3,527
 Energy costs                          2,615    2,623
 Maintenance of machinery              1,744    1,498
 Subcontracting                        6,638    4,355
 Amortisation of product development   485      485
 Other                                 3,288    2,905
 Total cost of sales ((1))            104,310   105,807

(1) Total cost of sales in 2025 & 2024 includes cost of sales from
discontinued operations.

 

The Group invested approximately €4.5 million on research and development
projects in 2025 (2024: €3.8 million) €4.5 million of this has been
expensed in the period (2024: €3.8 million).

 

Operating costs

                                                 2025     2024
                                                 €'000    €'000
 Employee costs (including Director emoluments)  19,421   19,770
 Depreciation (Note 13)                          2,318    2,497
 Amortisation of acquired IP                     354      277
 Travel                                          1,802    2,068
 Professional costs                              2,124    2,759
 Administration                                  3,134    2,806
 Marketing                                       867      740
 Legal cost                                      677      783
 Other                                           2,958    2,093
 Total other operating costs ((1))               33,655   33,793

(1) Total other operating costs in 2025 & 2024 includes other operating
costs from discontinued operations.

 

The Group recognised €71,000 in Government Grants in 2025 (2024: €92,000).
These grants differ in structure from country to country and they primarily
relate to personnel costs.

 

7.  Finance costs

                                                                                2025      2024
                                                                                €'000    €'000
 Interest on lease liabilities                                                  381      445
 Interest on loans and borrowings                                               1,631    2,046
 Finance costs ((1))                                                            2,012    2,491
 (1) Finance costs in 2025 & 2024 includes finance costs from discontinued
 operations.

 8.  Employee information
                                                                                2025     2024
                                                                                €'000    €'000
 Wages and salaries - excluding Directors                                       33,381   33,171
 Wages, salaries, fees and retirement benefit - Directors (Note 10)             885      721
 Social security costs                                                          3,231    2,952
 Retirement benefit costs of defined contribution plans                         2,291    2,185
 Share-based payment expense (Note 21)                                          (177)    332
 Total employee costs ((1))                                                     39,611   39,361

(1) Total employee costs in 2025 & 2024 includes employee costs from
discontinued operations.

 

 At 31 December 2025, there was €294,000 (2024: €206,000) accrued for and
 not in paid pension contributions.

 The average number of employees was as follows:
                                                  2025    2024
                                                  Number  Number
 Sales and distribution                           123     123
 General and administration                       74      75
 Manufacturing, service and development           313     332
 Average number of persons employed               510     530

 

Retirement benefit and Other Employee Benefit Plans

 

The Group operates various defined contribution retirement benefit plans.
During the year ended 31 December 2025, the Group recorded €2.3 million
(2024: €2.2 million) of expense in connection with these plans.

 

9.  Non-Current Assets Held for Resale and Discontinued Operations

 

In 2025, the Group's Board of Directors decided to downsize the property used
in our Australian manufacturing operations. As at 31 December 2025, the
property owned by Mincon Rockdrills Australia PTY, amounting to €4.9
million, was in the process of being sold to a third party, hence, was
reclassified to Non-current assets held for resale. This balance pertains to
land and building (Note 13).  The said sale was completed on 31 January 2026
for a total consideration of AUD$13 million (€7.4 million) (Note 28).

 

In 2024, the Group's Board of Directors made the decision to cease trading of
its subsidiary Mincon Carbide in Sheffield, UK. All contracts with customers
in Mincon Carbide were fulfilled and all inventory and portion of the property
and equipment have been sold. As at 31 December 2024, few employees were still
employed to execute outstanding administrative activities. The Group assessed
that Mincon Carbide has ceased to be used and thus represents a discontinued
operation as at the reporting period.

 

As at 31 December 2024, the property, plant and equipment owned by Mincon
Carbide, amounting to €751,000, was in the process of being sold to a third
party, hence, was reclassified to Non-current assets held for resale. This
balance is made up of land and buildings of €740,000 and plant &
equipment of €11,000 (Note 13). Apart from the property, plant and
equipment, no other major classes of assets and liabilities of Mincon Carbide
were classified as held for sale. The said sale on 17 January 2025 was
completed for a total consideration of

£1.8 million (€2.2 million). Gain on sale of property, plant and equipment
amounting to €1.4 million was recognised in the 2025 consolidated statement
of income.

 

Cashflows generated by Mincon Carbide for the year ended 31 December 2025 and
2024 are as follows:

 

 

                                          2025     2024
                                          €'000    €'000
 Operating activities                     (585)    137
 Investing activities                     713      241
 Financing activities                     (23)     (699)
 Opening cash balance                     344      665
 Cash flows from discontinued operations  449      344

 

10.  Statutory and other required disclosures

 

 Operating profit is stated after charging the following amounts:  2025                          2024

                                                                   €'000                         €'000
 Directors' remuneration
 Fees                                                              275                           235
 Wages and salaries                                                             552                           426
 Retirement benefit contributions                                  58                            60
 Total Directors' remuneration                                     885                           721

 

 Auditor's remuneration                                                     2025      2024

                                                                            €'000     €'000

 Auditor's remuneration - Fees payable to lead audit firm
 Audit of the Group financial statements                                    213       195
 Audit of the Company financial statements                                  15        10
 Other assurance services                                                   15        15
                                                                            243       220
 Auditor's remuneration - Fees payable to other firms in lead audit firm's
 network
 Audit services                                                             7         44
 Other assurance services                                                   -         -
 Tax advisory services                                                      -         2
 Total auditor's remuneration                                               7         46

 

11.  Income tax

 

Tax recognised in income statement:

                                                    2025     2024
 Current tax expense                                €'000    €'000
 Current year                                       2,101    1,950
 Adjustment for prior years                         -        51
 Total current tax expense                          2,101    2,001
 Deferred tax expense
 Origination and reversal of temporary differences  35       (447)
 Total deferred tax expense                         35       (447)

 Total income tax expense ((1))                     2,136    1,554

(1) Total income tax expense in 2025 & 2024 includes income tax from
discontinued operations.

 

A reconciliation of the expected income tax expense is computed by applying
the standard Irish tax rate to the profit before tax and the reconciliation to
the actual income tax expense is as follows:

 

                                                               2025     2024
                                                               €'000    €'000
 Profit before tax                                             7,656    3,320
 Irish standard tax rate (12.5%)                               12.5%    12.5%
 Taxes at the Irish standard rate                              957      415
 Foreign income at rates other than the Irish standard rate    178      226
 Losses created/utilised                                       (35)     40
 Capital gains tax                                             463      -
 Other                                                         573      873
 Total income tax expense ((1))                                2,136    1,554

(1) Total income tax expense in 2025 & 2024 includes income tax from
discontinued operations.

 

 

 

 

 

 

11.  Income tax (continued)

 

The Group's net deferred taxation asset was as follows:

                                       2025     2024
                                       €'000    €'000
 Deferred taxation assets:
 Reserves, provisions and tax credits  1,707    2,008
 Tax losses and unrealised FX gains    842      539
 Total deferred taxation asset         2,549    2,547
 Deferred taxation liabilities:
 Property, plant and equipment         (1,572)  (1,535)
 Total deferred taxation liabilities   (1,572)  (1,535)

 Net deferred taxation asset           977      1,012

 

 The movement in temporary differences during the year were as follows:

 

 

                                       Balance    Recognised in   Balance
                                       1 January  Profit or Loss  31 December
 1 January 2024 - 31 December 2024     €'000      €'000           €'000
 Deferred taxation assets:
 Reserves, provisions and tax credits  2,012      (5)             2,007
 Tax losses                            652        (112)           540
 Total deferred taxation asset         2,664      (117)           2,547
 Deferred taxation liabilities:
 Property, plant and equipment         (2,099)    564             (1,535)
 Total deferred taxation liabilities   (2,099)    564             (1,535)

 Net deferred taxation asset           565        447             1,012

 

 

 

                                       Balance    Recognised in   Balance
                                       1 January  Profit or Loss  31 December
 1 January 2025 - 31 December 2025     €'000      €'000           €'000
 Deferred taxation assets:
 Reserves, provisions and tax credits  2,008      (301)           1,707
 Tax losses                            539        303             842
 Total deferred taxation asset         2,547      2               2,549
 Deferred taxation liabilities:
 Property, plant and equipment         (1,535)    (37)            (1,572)
 Total deferred taxation liabilities   (1,535)    (37)            (1,572)

 Net deferred taxation asset           1,012      (35)            977

 

Deferred taxation assets have not been recognised in respect of the following
items:

             2025     2024
             €'000    €'000
 Tax losses  3,794    3,829
 Total       3,794    3,829

 

 

 

 

 

 

12.  Intangible assets and goodwill

                                        Internally generated intangible asset  Goodwill  Acquired       Total

                                                                                         intellectual

                                                                                         property
                                        €'000                                  €'000     €'000          €'000
 Balance at 1 January 2024              6,665                                  32,050    1,910          40,625
 Acquired intellectual property         -                                      -         394            394
 Amortisation of intellectual property  -                                      -         (277)          (277)
 Amortisation of product development    (485)                                  -         -              (485)
 Translation differences                -                                      (283)     125            (158)
 Balance at 31 December 2024            6,180                                  31,767    2,152          40,099
 Acquired intellectual property         -                                      -         485            485
 Amortisation of intellectual property  -                                      -         (354)          (354)
 Amortisation of product development    (485)                                  -         -              (485)
 Translation differences                -                                      (577)     (715)          (1,292)
 Balance at 31 December 2025            5,695                                  31,190    1,568          38,453

 

 

Goodwill relates to the acquisition of the below companies, being the dates
that the Group obtained control of these business:

·   The remaining 60% of DDS-SA Pty Limited in November 2009

·   The 60% acquisition of Omina Supplies in August 2014

·   The 65% acquisition of Rotacan in August 2014

·   The acquisition of ABC products in August 2014

·   The acquisition of Ozmine in January 2015

·   The acquisition of Mincon Chile in March 2015

·   The acquisition of Mincon Tanzania in March 2015

·   The acquisition of Premier in November 2016

·   The acquisition of Rockdrill Engineering in November 2016

·   The acquisition of PPV in April 2017

·   The acquisition of Viqing July 2017

·   The acquisition of Driconeq in March 2018

·   The acquisition of Pacific Bit of Canada in January 2019

·   The acquisition of Lehti Group in January 2020

·   The acquisition of Rocdrill in May 2020

·   The acquisition of Attakroc in June 2021

·   The acquisition of Spartan Drilling Tools in January 2022

 

 

The Group accounts for acquisitions using the purchase accounting method as
outlined in IFRS 3 Business Combinations.

 

The recoverable amount of goodwill has been assessed based on estimates of
fair value less costs of disposal (FVLCD). The FVLCD valuation is calculated
on the basis of a discounted cash flow ("DCF") model. The most significant
assumptions within the DCF are weighted average cost of capital ("WACC"), tax
rates and terminal value assumptions. Goodwill impairment testing did not
indicate any impairment during any of the periods being reported. Four
sensitivities are applied as part of the analysis considering the effects of
changes in:

 

     1) the WACC,

     2) the EBITDA margin,

     3) the long-term growth rate and

     4) the level of terminal value capital expenditure.

 

 

The sensitivities calculate downside scenarios to assess potential indications
of impairments due to changes in key assumptions. The results from the
sensitivity analysis did not suggest that goodwill would be impaired when
those sensitivities were applied.

 

 

12.  Intangible assets and goodwill (continued)

 

The carrying amount of the CGU was determined to be lower than its fair value
less costs of disposal by €8.4 million (2024: €9.0 million), giving
management headroom and comfort in the above stated impairment assessment.

 

The key assumptions used in the estimation of the fair value less cost
calculation were as follows:

 ( )
                                     2025                2024
 WACC                                12.33%              13.55%
 EBITDA margin                       15.89%              17.96%
 Long term growth rate               2.22%               2.35%
 Terminal value capital expenditure  €5.5 million        €7.2 million

 

The WACC calculation considers market data and data from comparable public
companies. Peer group data was especially considered for the beta factor and
assumed financing structure (gearing level). The analysis resulted in a
discount rate range of 11.5% to 13.3% (2024: 12.5% to 14.6%). This results in
a midpoint WACC being used of 12.43% (2024: 13.55%).

 

The Long term growth rate of 2.22% (2024: 2.35%) applied is based on a
weighted average of the long term inflation rates of the countries in which
Mincon generates revenues and earnings.

 

The budgeted EBITDA was based on expectations of future outcomes, taking
account for past experience, adjusted for anticipated revenue growth as
detailed in managements approved Budget. No EBITDA margin effect is assumed in
the terminal value i.e. the budgeted EBITDA margin of 15.9% for 2028 (2024:
18% for 2027) is assumed in the Terminal Value calculation used to arrive at
the FVLCD.

 

Terminal value capital expenditure assumes no balance sheet growth is assumed
in the terminal value, capital expenditure is assumed to equal depreciation of
€5.5 million (2024: €7.2 million).

 

The following table shows the amount by which the two assumptions below would
need to change to individually for the estimated recoverable amount to be
equal to the carrying amount.

 

 ( )                    2025    2024
 WACC                   13.35%  14.16%
 Long term growth rate  1.19%   1.12%

 

 

 

 

 

13.  Property, plant and equipment

                                                           Land &      Plant &      ROU
                                                           Buildings   Equipment    Assets   Total
                                                           €'000       €'000        €'000    €'000
 Cost:                                                                 ( )
 At 1 January 2024                                         21,644      68,123       11,596   101,363
 Additions                                                 73          3,536        3,182    6,791
 Transfer of Non-Current Assets Held for Re-Sale (Note 9)  (844)       (25)         -        (869)
 Disposals and derecognition of ROU assets                 -           (5,332)      (192)    (5,524)
 Foreign exchange differences                              136         783          74       993
 At 31 December 2024                                       21,009      67,085       14,660   102,754

 Additions                                                 207         2,795        2,698    5,700
 Transfer of Non-Current Assets Held for Re-Sale (Note 9)  (5,481)     -            -        (5,481)
 Disposals and derecognition of ROU assets                 -           (3,960)      (1,360)  (5,320)
 Foreign exchange differences                              (884)       (2,770)      (496)    (4,150)
 At 31 December 2025                                       14,851      63,150       15,502   93,503

 Accumulated depreciation:                                             ( )
 At 1 January 2024                                         (4,850)     (35,458)     (6,292)  (46,600)
 Charged in year                                           (762)       (5,081)      (2,070)  (7,913)
 Transfer of Non-Current Assets Held for Re-Sale (Note 9)  104         14           -        118
 Disposals                                                 -           2,994        192      3,186
 Foreign exchange differences                              (62)        (495)        (43)     (600)
 At 31 December 2024                                       (5,570)     (38,026)     (8,213)  (51,809)

 Charged in year                                           (692)       (4,763)      (2,070)  (7,525)
 Transfer of Non-Current Assets Held for Re-Sale (Note 9)  599         -            -        599
 Disposals                                                 -           2,738        1,109    3,847
 Foreign exchange differences                              202         1,793        292      2,287
 At 31 December 2025                                       (5,461)     (38,258)     (8,882)  (52,601)

 Carrying amount: 31 December 2025                         9,390       24,892       6,620    40,902
 Carrying amount: 31 December 2024                         15,439      29,059       6,447    50,945
 Carrying amount: 1 January 2024                           16,794      32,665       5,304    54,763

 

ROU assets includes Property of €5.2 million (2024: €5.5 million) and
Plant and Equipment of €1.4m (2024: €967,000).

 

The depreciation charge for property, plant and equipment is recognised in the
following line items in the income statement:

 

                                                              2025     2024
                                                              €'000    €'000
 Cost of sales                                                4,780    4,971
 Cost of sales ROU assets                                     427      445
 Operating expenses                                           675      872
 Operating expenses ROU asset                                 1,643    1,625
 Total depreciation charge for property, plant and equipment  7,525    7,913

 

 

14.  Inventory and capital equipment

                   2025     2024
                   €'000    €'000
 Finished goods    46,137   44,807
 Work-in-progress  10,518   9,309
 Raw materials     14,838   13,219
 Total inventory   71,493   67,335

 

The Group recorded an impairment of €NIL against inventory to take account
of net realisable value during the year ended 31 December 2025 (2024: €NIL).
Write-downs are included in cost of sales.

 

 

15.  Trade and other receivables and other current assets

 

a) Trade and other receivables

                                  2025     2024
                                  €'000    €'000
 Gross receivable                 26,770   26,165
 Provision for impairment         (1,383)  (1,685)
 Net trade and other receivables  25,387   24,480

 

                              Provision for impairment

                              €'000
 Balance at 1 January 2025    (1,685)
 Decrease in ECL model        302
 Balance at 31 December 2025  (1,383)

 

The following table provides the information about the exposure to credit risk
and ECL's for trade receivables as at 31 December 2025.

                                  Weighted average loss rate %  Gross carrying amount €'000                  Loss allowance      €'000
 Current (not past due)           2%                            18,515                         322
 1-30 days past due               9%                            4,056                          347
 31-60 days past due              19%                           852                            159
 61 to 90 days                    10%                           3,084                          292
 More than 90 days past due       100%                          263                            263
 Net trade and other receivables                                26,770                         1,383

 

The following table provides the information about the exposure to credit risk
and ECL's for trade receivables as at 31 December 2024.

 

                                  Weighted average loss rate %  Gross carrying amount €'000

                                                                                               Loss allowance €'000
 Current (not past due)           2%                            16,800                         374
 1-30 days past due               12%                           3,825                          459
 31-60 days past due              19%                           1,793                          340
 61 to 90 days                    11%                           3,624                          389
 More than 90 days past due       100%                          123                            123
 Net trade and other receivables                                26,165                         1,685

 

 

 

 

 

 

15.  Trade and other receivables and other current assets (continued)

 

b) Prepayments and other current assets

 ( )                                               2025     2024
                                                   €'000    €'000
 Plant and machinery prepaid and under commission  6,485    5,736
 Prepayments and other current assets              3,877    4,037
 Prepayments and other current assets              10,362   9,773

 

 

16. Trade creditors, accruals and other liabilities

 ( )                                 2025     2024
                                     €'000    €'000
 Trade creditors                     10,826   9,170
 Total creditors and other payables  10,826   9,170

 

 

 ( )                                   2025     2024
                                       €'000    €'000
 VAT                                   164      351
 Social security costs                 975      1,299
 Other accruals and liabilities        8,632    6,445
 Total accruals and other liabilities  9,771    8,095

 

 

17.  Capital management

 

The Group's policy is to have a strong capital base in order to maintain
investor, creditor and market confidence and to sustain future development of
the business. Management monitors the return on capital, as well as the level
of dividends to ordinary shareholders.

 

The Board of Directors seeks to maintain a balance between the higher returns
that might be possible with higher levels of borrowing and the advantages and
security afforded by a sound capital position.

 

The Group monitors capital using a ratio of 'net debt' to equity. Net debt is
calculated as total liabilities less cash and cash equivalents (as shown in
the statement of financial position).

 

 ( )                              2025      2024
                                  €'000     €'000
 Total liabilities                (57,063)  (59,127)
 Less: cash and cash equivalents  11,650    15,027
 Net debt                         (45,413)  (44,100)
 Total equity                     149,090   152,315
 Net debt to equity ratio         0.30      0.29

 

 

 

 

 

18.  Loans and borrowings

                                        2025     2024
                             Maturity   €'000    €'000
 Bank loans                  2026-2034  26,072   29,802
 Lease Liabilities           2026-2030  7,461    7,881
 Total loans and borrowings             33,533   37,683
 Current                                14,946   13,913
 Non-current.                           18,587   23,770

 

The Group has a number of bank loans and lease liabilities with a mixture of
variable and fixed interest rates. The Group has not been in default on any of
these debt agreements during any of the periods presented. The loans are
secured against the assets for which they have been drawn down for.

 

The Group has been in compliance with all debt agreements during the periods
presented.

 

Interest rates on current borrowings are at an average rate of 5.58% (2024:
5.51%).

 

During 2025, the Group availed of the option to enter into overdraft
facilities and to draw down loans of €4.8 million (2024: €2.2 million),
comprising of: €4.0 million (2024: €1.5 million) in loans and €800,000
(2024: €650,000) in overdraft facilities.

 

Reconciliation of movements of liabilities to cash flows arising from
financing activities

 

 

  ( )                  Balance at 1 January 2025  Cash movements  Non-cash movements  Foreign exchange differences  Balance at 31 December 2025
  ( )                  €'000                      €'000           €'000               €'000                         €'000
 Loans and borrowings  29,802                     (3,155)         -                   (575)                         26,072
 Lease liabilities     7,881                      (2,927)         2,752               (245)                         7,461
 Total                 37,683                     (6,082)         2,752               (820)                         33,533

 

 

 

  ( )                  Balance at 1 January 2024  Cash movements  Non-cash movements  Foreign exchange differences  Balance at 31 December 2024
  ( )                  €'000                      €'000           €'000               €'000                         €'000
 Loans and borrowings  32,486                     (2,826)         -                   142                           29,802
 Lease liabilities     7,626                      (3,026)         3,219               62                            7,881
 Total                 40,112                     (5,852)         3,219               204                           37,683

 

                    2025 Interest rate range  2025 Effective interest rate
 Bank loans         1% - 13%                  5.20%
 Lease Liabilities  1% - 17%                  6.02%

 

                    2024 Interest rate range  2024 Effective interest rate
 Bank loans         1% - 16%                  5.30%
 Lease Liabilities  1% - 17%                  5.81%

 

 

 

 

 

 

19.  Share capital and reserves

 At 31 December 2025

 Authorised Share Capital         Number       €000
 Ordinary Shares of €0.01 each    500,000,000  5,000

 

 Allotted, called-up and fully paid up shares  Number       €000
 Ordinary Shares of €0.01 each                 212,472,413  2,125

 

 ( )                              2025                                       2024
 Opening Share Capital            212,472,413  212,472,413
 Share Awards vested during year  -            -
 Authorised Share Capital         212,472,413  212,472,413

 

Share issuances

 On 26 November 2013, Mincon Group plc was admitted to trading on the Euronext
 Growth and the Alternative Investment Market (AIM) of the London Stock
 Exchange.

 

Voting rights

 The holders of Ordinary Shares have the right to receive notice of and attend
 and vote at all general meetings of the Company and they are entitled, on a
 poll or a show of hands, to one vote for every Ordinary Share they hold. Votes
 at general meetings may be given either personally or by proxy. Subject to the
 Companies Act and any special rights or restrictions as to voting attached to
 any shares, on a show of hands every member who (being an individual) is
 present in person and every proxy and every member (being a corporation) who
 is present by a representative duly authorised, shall have one vote, so,
 however, that no individual shall have more than one vote for every share
 carrying voting rights and on a poll every member present in person or by
 proxy shall have one vote for every share of which he is the holder.

 

Dividends

In June 2025, Mincon Group plc paid a final dividend for 2024 of €0.0105
(1.05 cent) per ordinary share (€2.2 million).

 

In December 2025, Mincon Group plc paid an interim dividend in the amount of
€0.0105 (1.05 cent) per ordinary share (€2.2 million total payment), which
was paid to shareholders on the register at the close of business on 14
November 2024.

 

The Directors recommend the payment of a final dividend of €0.0105 (1.05
cent) per share for the year ended 31 December 2025 (31 December 2024: 1.05
cent per share).

 

Share premium and other reserves

As part of a Group reorganisation of the Company, Mincon Group plc, became the
ultimate parent entity of the Group. On 30 August 2013, the Company acquired
100% of the issued share capital in Smithstown Holdings and acquired (directly
or indirectly) the shareholdings previously held by Smithstown Holdings in
each of its subsidiaries, thereby creating a merger reserve.

20.  Earnings per share

 

Basic earnings per share (EPS) is computed by dividing the profit for the
period available to ordinary shareholders by the weighted average number of
Ordinary Shares outstanding during the period. Diluted earnings per share is
computed by dividing the profit for the period by the weighted average number
of Ordinary Shares outstanding and, when dilutive, adjusted for the effect of
all potentially dilutive shares. The following table sets forth the
computation for basic and diluted net profit per share for the years ended
31 December:

 

 

 

 

 

20.  Earnings per share (continued)

                                               2025                            2024
 Numerator (amounts in €'000):
 Profit attributable to owners of the Parent   5,520                           1,766
 Denominator (Number):

Basic shares outstanding
 Restricted share awards

Diluted weighted average shares outstanding
                                               212,472,413                     212,472,413
                                               7,110,000                       3,640,000
                                               219,582,414                     216,112,414
 Earnings per Ordinary Share
 Basic earnings per share, €                   2.60                            0.83

 Diluted earnings per share, €                              2.51               0.82

Diluted weighted average shares outstanding

212,472,413

212,472,413

7,110,000

3,640,000

219,582,414

216,112,414

Earnings per Ordinary Share

Basic earnings per share, €

Diluted earnings per share, €

2.60

             2.51

0.83

0.82

 

 Earnings per Ordinary Share                  2025                  2025                    2025
                                              Continued Operations  Discontinued Operation  Total
 Profit attributable to owners of the Parent  4,804                 716                     5,520
 Basic earnings per share, €                  2.26                  0.34                    2.60
 Diluted earnings per share, €                2.19                  0.33                    2.51

 

 

 Earnings per Ordinary Share                  2024                          2024                    2024
                                              Continued Operations          Discontinued Operation  Total
 Profit attributable to owners of the Parent              3,392             (1,626)                 1,766
 Basic earnings per share, €                  1.60                          (0.77)                  0.83
 Diluted earnings per share, €                1.57                          (0.75)                  0.82

 

21.  Share-based payment

 

The vesting conditions of the scheme state that the minimum growth in EPS
shall be CPI plus 5% per annum, compounded annually, over the relevant three
accounting years up to the share award of 100% of the participants

basic salary. Where awards have been granted to a participant in excess of
100% of their basic salary, the performance condition for the element that is
in excess of 100% of basic salary is that the minimum growth in EPS shall be
CPI plus 10% per annum, compounded annually, over the three accounting years.

 Reconciliation of outstanding share awards

                                             Number of Awards    Number of Awards

                                             in thousands 2025   in thousands 2024
 Outstanding on 1 January                    780                 830
 Forfeited during the year                   (780)               (50)
 Exercised during the year                   -                   -
 Granted during the year                     -                   -
 Outstanding at 31 December                  -                   780

 

 Reconciliation of outstanding share options

                                              Number of Options   Number of Options

                                              in thousands 2025   in thousands 2024
 Outstanding on 1 January                     2,860               -
 Forfeited during the year                    (110)               -
 Exercised during the year                    -                   -
 Granted during the year                      4,360               2,860
 Outstanding at 31 December                   7,110               2,860

 

21.  Share-based payment  (continued)

 LTIP Scheme
                                         Conditional Award at Grant Date
 Conditional Option Invitation date      April 2024
 Year of Potential vesting               2027/2031
 Share price at grant date               €0.52
 Exercise price per share/share options  €0.52
 Expected Volatility                     40.67%
 Expected life                           7 years
 Risk free rate                          2.29%
 Expected dividend yield                 3.32%
 Fair value at grant date                €0.16
 Valuation model                         Black & Scholes Model

 

 LTIP Scheme
                                         Conditional Award at Grant Date
 Conditional Option Invitation date      May 2025
 Year of Potential vesting               2028/2032
 Share price at grant date               €0.37
 Exercise price per share/share options  €0.42
 Expected Volatility                     41.15%
 Expected life                           7 years
 Risk free rate                          2.20%
 Expected dividend yield                 4.9%
 Fair value at grant date                €0.09
 Valuation model                         Black & Scholes Model

 

The expected volatility was based on the standard deviation of the Company's
historical price returns (weekly observations) over a period corresponding to
the expected life of the options.

 

22.  Financial risk management

 

The Group is exposed to various financial risks arising in the normal course
of business. Its financial risk exposures are predominantly related to changes
in foreign currency exchange rates and interest rates, as well as the
creditworthiness of our counterparties.

 

The Company's Board of Directors has overall responsibility for the
establishment and oversight of the Group's risk management framework. The
Group's risk management policies are established to identify and analyse the
risks faced by the Group, to set appropriate risk limits and controls and to
monitor risks and adherence to limits. Risk management policies and systems
are reviewed regularly to reflect changes in market conditions and the Group's
activities. The Group, through its training and management standards and
procedures, aims to maintain a disciplined and constructive control
environment in which all employees understand their roles and obligations.

 

The Group audit committee oversees how management monitors compliance with the
Group's risk management policies and procedures, and reviews the adequacy of
the risk management framework in relation to the risks faced by the Group.

 

 a) Liquidity and capital

The Group defines liquid resources as the total of its cash, cash equivalents
and short-term deposits. Capital is defined as the Group's shareholders'
equity and borrowings.

 

 

 

 

 

 22.  Financial risk management (continued)

 a)   Liquidity and capital (continued)

 The Group's objectives when managing its liquid resources are:

 ·      To maintain adequate liquid resources to fund its ongoing
 operations and safeguard its ability to continue as a going concern, so that
 it can continue to create value for investors;

 ·      To have available the necessary financial resources to allow it
 to invest in areas that may create value for shareholders; and

 ·      To maintain sufficient financial resources to mitigate against
 risks and unforeseen events.

 

Liquid and capital resources are monitored on the basis of the total amount of
such resources available and the Group's anticipated requirements for the
foreseeable future. The Group's liquid resources and shareholders' equity as
at 31 December 2025 and 31 December 2024 were as follows:

 

 ( )                        2025     2024
                            €'000    €'000
 Cash and cash equivalents  11,650   15,027
 Loans and borrowings       33,533   37,683
 Shareholders' equity       149,090  152,315

 

The Group frequently assess its liquidity requirements, together with this
requirement and the rate return of long-term Euro deposits, the Group has
decided to keep all cash readily available that is accessible within a month
or less. Cash at bank earns interest at floating rates based on daily bank
deposits. The fair value of cash and cash equivalents equals the carrying
amount.

 

Cash and cash equivalents are held by major Irish, European, United States,
Canadian and Australian institutions with credit rating of A3 or better. The
Company deposits cash with individual institutions to avoid concentration of
risk with any one counterparty. The Group has also engaged the services of a
depository to ensure the security of the cash assets.

 

Risk of counterparty default arising on cash and cash equivalents and
derivative financial instruments is controlled by dealing with high-quality
institutions and by policy, limiting the amount of credit exposure to any one
bank or institution.

 

At year-end, the Group's total cash and cash equivalents were held in the
following jurisdictions:

 

                                                       31 December  31 December
                                                       2025         2024
                                                       €'000        €'000
 Ireland                                               942          666
 Americas                                              1,538        4,471
 Australasia                                           688          1,098
 Europe, Middle East, Africa                           8,482        8,792
 Total cash, cash equivalents and short-term deposits  11,650       15,027

 

There are currently no restrictions that would have a material adverse impact
on the Group in relation to the intercompany transfer of cash held by its
foreign subsidiaries. The Group continually evaluates its liquidity
requirements, capital needs and availability of resources in view of, among
other things, alternative uses of capital, the cost of debt and equity capital
and estimated future operating cash flow.

 

In the normal course of business, the Group may investigate, evaluate, discuss
and engage in future company or product acquisitions, capital expenditures,
investments and other business opportunities. In the event of any future
acquisitions, capital expenditures, investments or other business
opportunities, the Group may consider using available cash or raising
additional capital, including the issuance of additional debt. The maturity of
the contractual undiscounted cash flows (including estimated future interest
payments on debt) of the Group's financial liabilities as at 31 December were
as follows:

 

 

 

 

 

22.  Financial risk management (continued)

 

a)   Liquidity and capital (continued)

  ( )
  ( )                                     Total  Current Value of   Total Undiscounted contractual                       Less than                                                       More than
  ( )                                     Cash Flows                Cash Flows                          1 Year                                      1-3 Years  3-5 Years  5 Years
  ( )                                     €'000                     €'000                               €'000                                       €'000      €'000      €'000
 At 31 December 2024:
 Deferred consideration                   1,641                     1,670                               680                                         495        495        -
 Loans and borrowings                     29,802                    30,357                              11,295                                      13,358     4,950      754
 Lease liabilities                        7,881                     8,039                               2,617                                       2,998      1,825      599
 Trade and other payables                 9,170                     9,170                               9,170                                       -          -          -
 Accrued and other financial liabilities  8,095                     8,095                               8,095                                       -          -          -
 Total at 31 December 2024                56,589                    57,331                              31,857                                      16,851     7,270      1,353
 At 31 December 2025:
 Deferred consideration                   846                       859                                 423                                         436        -          -
 Loans and borrowings                     26,072                    26,470                              12,760                                      9,124      4,373      213
 Lease liabilities                        7,461                     7,620                               2,186                                       3,331      1,870      233
 Trade and other payables                 10,826                    10,826                              10,826                                      -          -          -
 Accrued and other financial liabilities  9,599                     9,599                               9,599                                       -          -          -
 Total at 31 December 2025                54,804                    55,374                              35,794                                      12,891     6,243      446

 

b)   Foreign currency risk

 

 The Group is a multinational business operating in a number of countries and
 the Euro is the presentation currency. The Group, however, does have revenues,
 costs, assets and liabilities denominated in currencies other than Euro.

 

Transactions in foreign currencies are recorded at the exchange rate
prevailing at the date of the transaction. The resulting monetary assets and
liabilities are translated into the appropriate functional currency at
exchange rates prevailing at the reporting date and the resulting gains and
losses are recognised in the income statement. The Group manages some of its
transaction exposure by matching cash inflows and outflows of the same
currencies. The Group does not engage in hedging transactions and therefore
any movements in the primary transactional currencies will impact
profitability. The Group continues to monitor the appropriateness of this
policy.

 

Foreign currency denominated financial assets and liabilities which expose the
Group to currency risk are disclosed below. The amounts shown are those
reported to key management translated into Euro at the closing rate:

 

  ( )                     Short-term exposure        Long-term exposure
  ( )                     USD      SEK      ZAR             USD      SEK      ZAR
  ( )                     €'000    €'000    €'000           €'000    €'000    €'000
 At 31 December 2025:
 Financial assets         33,691   11,826   8,455           -        -        -
 Financial liabilities    (3,347)  (2,027)  (1,332)         (1,735)  (523)    (1,237)
 Total Exposure           30,344   9,799    7,123           (1,735)  (523)    (1,237)

 At 31 December 2024:
 Financial assets         28,004   11,370   10,196          -        -        -
 Financial liabilities    (3,054)  (1,880)  (1,119)         (2,645)  (642)    (333)
 Total Exposure           24,950   9,490    9,077           (2,645)  (642)    (333)

 

The following table illustrates the sensitivity of profit and equity in
relating to the Group's financial assets and financial liabilities and the
USD/EUR exchange rate, SEK/EUR exchange rate and ZAR/EUR exchange rate 'all
other things being equal'.

 

 

 

 

22.  Financial risk management (continued)

 

       b) Foreign currency risk (continued)

 

It assumes a +/- 6% change of the EUR/USD exchange rate for the year ended as
at 31 December 2025 (2024: 3%).

 

A +/- 3% change is considered for the EUR/SEK exchange rate (2024: 1%).

 

It assumes a +/- 1% change of the EUR/ZAR exchange rate for the year ended as
at 31 December 2025 (2024: 2%).

 

Both of these percentages have been determined based on the average market
volatility in exchange rates in the previous twelve months.

 

  ( )              Profit for the year        Equity
  ( )              USD      SEK      ZAR            USD      SEK      ZAR
  ( )              €'000    €'000    €'000          €'000    €'000    €'000
 31 December 2025  (54)     63       (5)            922      2,834            101
 31 December 2024  (34)     19       12             566      243      210

 

  ( )              Profit for the year        Equity
  ( )              USD      SEK      ZAR            USD      SEK      ZAR
  ( )              €'000    €'000    €'000          €'000    €'000    €'000
 31 December 2025  60       20       5              (1,039)  1,443    (103)
 31 December 2024  36       (19)     (12)           (601)    (248)    (219)

 

 

The Group has material subsidiaries with a functional currency other than the
Euro, such as US dollar, Australian dollar, South African rand, and Swedish
krona. Changes in the exchange rate year on year between the reporting
currencies of these operations and the Euro, have an impact on the Group's
consolidated reported result.

 

The Group's worldwide presence creates currency volatility, as reported in the
Group's results, when compared year on year. During 2025, the currencies that
the Group trades with were volatile due to local economic performances and
geopolitical issues. As a result, all major currencies that we trade in
weakened against the Euro in 2025.

 

In 2025, 56% (2024: 57%) of Mincon's revenue €149 million (2024: €146
million) was generated in AUD, SEK and USD. The majority of the Group's
manufacturing base has a Euro, US dollar or Swedish Krona cost base. While
management makes every effort to reduce the impact of this currency
volatility, it is impossible to eliminate or significantly reduce given the
fact that the highest grades of our key raw materials are either not available
or not denominated in these markets and currencies. Additionally, the ability
to increase prices for our products in these jurisdictions is limited by the
current market factors.

 

The Group is also exposed to foreign currency risk on its liquid resources
(cash) as shown in the table below.

 

                     2025                                   2024
                     Amount in Local currency  Euro (€)     Local currency amount  Euro(€)

equivalent

equivalent
                     '000
            '000

                                             '000                                €'000

 Currency
 US Dollar           USD2,700                  2,300        USD3,300               3,200
 Swedish Krona       SEK18,200                 1,700        SEK32,600              2,800
 Canadian Dollar     CAD44                     28           CAD2,900               1,900
 South African Rand  ZAR15,000                 775          ZAR18,300              934

 

 

 

 

 

22.  Financial risk management (continued)

 

       b) Foreign currency risk (continued)

 

The Euro exchange rates used by the Group in 2025 and 2024 are as follows:

 

                      2025              2024
 Euro exchange rates  Closing  Average  Closing  Average
 US Dollar            1.17     1.13     1.10     1.08
 Australian Dollar    1.76     1.75     1.62     1.63
 South African Rand   19.46    20.18    20.18    19.94
 Swedish Krona        10.81    11.06    11.13    11.47

 

c)   Credit risk

 

Credit risk is the risk that the possibility that the Group's customers may
experience financial difficulty and be unable to meet their obligations. The
Group monitors its collection experience on a monthly basis and ensures that a
stringent policy is adopted to provide for all past due amounts. The majority
of the Group's customers are third party distributors and end users of
drilling tools and equipment.

 

Credit risk management

The credit risk is managed on a group basis based on the Group's credit risk
management policies and procedures.

 

The credit risk in respect of cash balances held with banks and deposits with
banks are managed via diversification of bank deposits, and are only with
major reputable financial institutions.

 

The Group continuously monitors the credit quality of customers. Where
available, external credit ratings and/or reports on customers are obtained
and used. The credit terms range between 30 and 90 days. The credit terms for
customers as negotiated with customers are subject to an internal approval.
The ongoing credit risk is managed through regular review of ageing analysis.

 

Trade receivables consist of a large number of customers in various industries
and geographical areas.

 

The Group applies the IFRS 9 simplified model of recognising lifetime expected
credit losses for all trade receivables as these items do not have a
significant financing component.

 

In measuring the expected credit losses, the trade receivables have been
assessed on a collective basis as they possess shared credit risk
characteristics. They have been grouped based on the days past due and also
according to the geographical location of customers.

 

Trade receivables are written off (i.e. derecognised) when there is no
reasonable expectation of recovery. Failure to make payments within 180 days
from the invoice date and failure to engage with the Group on alternative
payment arrangement amongst other is considered indicators of no reasonable
expectation of recovery.

The closing balance of the trade receivables loss allowance as at 31 December
2025 reconciles with the trade receivables loss allowance opening balance as
follows:

 

 

  ( )                                         Trade receivables
  ( )                                         €'000
 Opening loss allowance as at 1 January 2024  1,513
 Loss allowance recognised during the year    172
 Loss allowance as at 31 December 2024        1,685
 Loss allowance recovery during the year      (302)
 Loss allowance as at 31 December 2025        1,383

 

 

 

 

 

22.  Financial risk management (continued)

 

c)   Credit risk (continued)

 

Expected credit loss assessment

The Group allocates each exposure to a credit risk grade based on data that is
determined to be predictive of the risk of loss and applying experienced
credit judgement. Credit risk grades are defined using quantitative factors
that are indicative of the risk of default and are aligned to past
experiences. Loss rates are based on accrual credit loss experience over the
past five years.(Note 15)

 

The maximum exposure to credit risk for trade and other receivables at 31
December 2025 and 31 December 2024 by geographic region was as follows:

 

                              2025     2024
                              €'000    €'000
 Americas                     11,186   8,617
 Australasia                  1,579    1,957
 Europe, Middle East, Africa  12,622   13,906
 Total amounts owed           25,387   24,480

 

d)   Interest rate risk

 

 Interest Rate Risk on financial liabilities

 Interest rates gradually declined from central banks in regions where we
 conduct most of our business, primarily because inflation cooled and
 employment data signalled risk. Nevertheless, lenders provided only limited
 interest rate relief in 2025. Mincon Group's credit cost fell mainly due to
 reduced lending activity, rather than a significant decrease in our effective
 lending rate compared to 2024

 Interest Rate Risk on cash and cash equivalents

 Our exposure to interest rate risk on cash and cash equivalents is actively
 monitored and managed, the rate risk on cash and cash equivalents is not
 considered material to the Group

 

e)   Fair values

 

Fair value is the amount at which a financial instrument could be exchanged in
an arms-length transaction between informed and willing parties, other than in
a forced or liquidation sale. The contractual amounts payable less impairment
provision of trade receivables, trade payables and other accrued liabilities
approximate to their fair values.

 

Financial assets and financial liabilities measured at fair value in the
consolidated statement of financial position are grouped into three levels of
a fair value hierarchy. The three levels are defined based on the
observability of significant inputs to the measurement, as follows:

 

• Level 1: quoted prices (unadjusted) in active markets for identical assets
or liabilities

• Level 2: inputs other than quoted prices included within Level 1 that are
observable for the asset

  or liability, either directly or indirectly

• Level 3: unobservable inputs for the asset or liability.

 

Mincon Group plc only apply level 3 for fair value, using the detail displayed
above (Note 3).

 

Deferred consideration

The movements in respect of the deferred consideration value in the year to 31
December 2025 are as follows:

 ( )                                              Level 3
                                                  €'000
 Balance at 1 January 2025                        1,641
 Arising on acquisition                           -
 Cash payment                                     (680)
 Foreign currency translation adjustment          (120)
 Unwinding of discount on deferred consideration  5
 Balance at 31 December 2025                      846

 

Deferred consideration includes multiple deferred payments for prior
acquisitions over a fixed period of time.

23.  Subsidiary undertakings

 

At 31 December 2025, the Group had the following subsidiary undertakings:

 

                                                                            Group              Registered Office &

 Company & Principal Activity                                               Share %*           Country of Incorporation
 Mincon International Limited                                               100%               Smithstown, Shannon, Co. Clare, Ireland
 Manufacturer of rock drilling equipment

 Mincon Rockdrills PTY Ltd                                                  100%               8 Fargo Way, Welshpool, WA 6106, Australia
 Manufacturer of rock drilling equipment

 1676427 Ontario Inc. (Operating as Mincon Canada)                          100%               400B Kirkpatrick Street, North Bay,

                                                                                               Ontario, P1B 8G5, Canada
 Manufacturer of rock drilling equipment

 Mincon Carbide Ltd                                                         100%               Windsor St, Sheffield S4 7WB, United Kingdom
 Dormant Company

 Note 9

 Mincon Inc.                                                                100%               109 Norfolk Ave SW,Suite 3, Roanoke, VA 24011, USA
 Sales company

 Mincon Sweden AB                                                           100%               Industrivagen 2-4, 61202 Finspang, Sweden
 Sales company

 Mincon Nordic OY                                                           100%               Menotie 1, 33470 YLÖJÄRVI, Pirkanmaa Finland.
 Sales company

 Mincon Holdings Southern Africa (Pty)                                      100%               Cnr. Harriet Ave. & James Bright Ave. Driehoek, Gauteng, RSA
 Sales company

 Mincon Australia Pty Ltd                                                   100%               2/57 Alexandra Street, North Rockhampton, Queensland, 4701 Australia
 Sales company

 Mincon West Africa SL                                                      100%               Calle Adolfo Alonso Fernández, s/n, Parcela P-16,  Zona Franca de Gran
                                                                                               Canaria, Puerto de la Luz, Código Postal 35008, Las Palmas de Gran Canaria,
                                                                                               Spain

 Sales company

 Mincon Poland                                                              100%               ul.Mickiewicza 32, 32-050 Skawina, Poland
 Dormant company

 Mincon Canada - Western Service Centre (previously Pacific Bit of Canada)  100%               3568-191 Street, Unit 101, Surrey BC, V3Z 0P6, Canada
 Sales company

 

 23.  Subsidiary undertakings (continued)

                                             Group              Registered Office &

 Company & Principal Activity                Share %*           Country of Incorporation

 Mincon Rockdrills Ghana Limited             100%               C1, Alfesco Estate, Okpoi Gonno, Accra, Ghana. GZ-190-5540
 Dormant company

 Mincon S.A.C.                               100%               Calle La Arboleda 151, Dpto 201, La Planicie, La Molina, Peru
 Sales company

 Ozmine International Pty Limited            100%               Gidgegannup, WA 6083, Australia
 * Liquidated 2025

 Mincon Chile                                100%               Américo Vespucio 1385, Módulo 31 Quilicura, Santiago, Chile
 Sales company
 Mincon Namibia Pty Ltd                                         Unit 402, 4(th) Floor, Frans Indongo Gardens, Dr FA Indongo Street, Windhoek,

                  Naminia
                                             100%
 Sales company

 Mincon Mining Equipment Inc                 100%               808 Nelson Street, Suite 1008, Vancouver, BC V6Z 2H2
 Sales company

 Mincon Exports USA Inc.                     100%               109 Norfolk Ave SW,Suite 3, Roanoke, VA 24011, USA

 Group finance company

 Mincon International Shannon                100%               Smithstown, Shannon, Co. Clare, Ireland
 Dormant company

 Smithstown Holdings                         100%               Smithstown, Shannon, Co. Clare, Ireland
 Holding company

 Mincon Canada Drilling Products Inc.        100%               400 Kirkpatrick St, North Bay, ON P1B 8655

 Holding company
 MGP Investments Limited                     100%               Smithstown, Shannon, Co. Clare, Ireland

 Holding Company

 Lotusglade Limited                          100%               Smithstown, Shannon, Co. Clare, Ireland
 Holding company

 Floralglade Company                         100%               Smithstown, Shannon, Co. Clare, Ireland
 Holding company

 Spartan Drilling Tools                      100%               1882 US HWY 6 & 50 Fruita, CO 81521, USA

 Manufacturing facility

 23.  Subsidiary undertakings (continued)

                                             Group              Registered Office &

 Company & Principal Activity                Share %*           Country of Incorporation

 Castle Heat Treatment Limited               100%               Smithstown, Shannon, Co. Clare, Ireland
 Holding company

 Mincon Microcare Limited                    100%               Smithstown, Shannon, Co. Clare, Ireland
 Holding company
 Driconeq AB                                 100%               Svetsarevägen 4, 686 33, Sunne, Sweden

 Holding company

 Driconeq Production AB                      100%               Svetsarevägen 4, 686 33, Sunne, Sweden

 Manufacturing facility

 Driconeq Fastighet AB                       100%               Svetsarevägen 4, 686 33, Sunne, Sweden

 Property holding company

 Mincon South Africa                         100%               Cnr of Harriet and James Bright Avenue, Driehoek. Germiston 1400, RSA
 Manufacturing facility

 Driconeq Australia Holdings Pty Ltd         100%               Welshpool, WA 6106, Australia
 Holding company

 Driconeq Australia Pty Ltd                  100%               Welshpool, WA 6106, Australia
 Manufacturing facility

 Mincon Drill String AB                      100%               Svetsarevägen 4, 686 33, Sunne, Sweden

 Holding company

 EURL Roc Drill                              100%               3 Rue Charles Rolland, 29650 Guerlesquin, France

 Sales company

 Attakroc Inc                                100%               6330-300, Zéphirin-Paquet, Quebec, QC G2C 0M2

 Sales company

 Mincon Quebec                               100%               3000-1 Place Ville-Marie, Montreal, Quebec, H3B 4N8

 Holding company

 Mincon Norway                               100%               Jeksleveien 55, 2016 Frogner Norway

 Sales company                                                  *Incorporated in 2025

 *All shares held are ordinary shares.

 

24.  Leases

 

A.   Leases as Lessees (IFRS 16)

 

The Group leases property, plant and equipment across its global operations.

 

The Group has elected to apply the practical expedient allowed under IFRS 16
for short-term leases by class of underlying asset to which the right of use
relates. A class of underlying asset is a grouping of underlying assets of a
similar nature and use in an entity's operations. The class of underlying
assets this applies to short term leases of office equipment.

 

Information about leases for which the Group is a lessee is presented below.

 

 

i)          Right-of-use
assets
 

                                                      31 December 2024
                                                      €'000
 Balance at 1 January 2024                            5,304
 Depreciation charge for the year                     (2,070)
 Additions to right of use assets                     3,182
 Disposal of right of use asset                       (192)
 Foreign exchange difference                          223
 Balance at 31 December 2024                          6,447

                                   31 December 2025
                                   €'000
 Balance at 1 January 2025         6,447
 Depreciation charge for the year  (2,070)
 Additions to right of use assets  2,698
 Disposal of right of use asset    (251)
 Foreign exchange difference       (203)
 Balance at 31 December 2025       6,621

 

 

 

ii)          Amounts recognised in income statement.

                                        2025     2024
                                        €'000    €'000
 Interest on lease liabilities          381      445
 Expenses related to short term leases  9        4
 Leases under IFRS 16                   390      449

 

 

 

iii)         Amounts recognised in statement of cash flows

                                    2025                          2024
                                    €'000                         €'000
 Total cash outflow for leases                  2,927                         3,058
 Total cash outflow of leases                   2,927                         3,058

 

 

 

 

 

24.  Leases (continued)

 

A.   Leases as Lessees (IFRS 16) (continued)

 

iv)         Extension options

 

Some property leases contain extension options exercisable by the Group. The
Group assesses at lease commencement date whether it is reasonably certain to
exercise the extension options. The Group is reasonably certain it will not
incur future lease liabilities beyond what is currently calculated.

 

The following table sets out a maturity analysis of lease liabilities, showing
the undiscounted lease payments to be paid after the reporting date.

 

                         31 December 2025
                         €'000
 Less than one year      1,913
 One to two years        3,082
 Two to five years       1,814
 More than 5 years       216
 Total                   7,025

 

                         31 December 2024
                         €'000
 Less than one year      2,010
 One to two years        2,530
 Two to five years       1,763
 More than 5 years       580
 Total                   6,883

 

 

B.   Leases as Lessor (IFRS 16)

 

i)          Financing Lease

 

The Group subleased a properties that had been recognised as a right of use
asset in Finland and Australia. The Group recognised income interest in the
year in relation to this totalling €NIL (2024: €10,000).

 

The Group manages the risk to retain the right to the assets as they have a
right to inspect the property, the right to enforce the contractual
arrangement with the lessee and the right to perform maintenance.

 

 

 

ii)          Operating leases

 
 

The group leases company owned property out to tenants in the USA under
various agreements. The group recognises these leases as operating leases from
a lessor perspective due to the fact they do not transfer substantially all of
the risks and rewards incidental to the ownership of the assets.

 

Rental income recognised by the Group during 2025 was €55,000 (2024:
€133,000).

 

 

 

 

 

24.  Leases (continued)

 

B.   Leases as Lessor (IFRS 16)

 

ii)          Operating leases (continued)

 

 

The following table sets out a maturity analysis of lease receivable, showing
the undiscounted lease payments to be received after the reporting date.

 

                         31 December 2025
                         €'000
 Less than one year      34
 One to two years        35
 Two to three years      36
 Total                   105

 

                         31 December 2024
                         €'000
 Less than one year      32
 One to two years        68
 Two to three years      36
 Total                   136

 

25.  Commitments

 

The following capital commitments for the purchase of property, plant and
equipment had been authorised by the Directors as at 31 December:

 

                     31 December  31 December
                     2025         2024
                     €'000        €'000
 Contracted for      542                  2,017
 Not-contracted for  -                    -
 Total               542                  2,017

 

 

26.  Litigation

 

The Group is not involved in legal proceedings that could have a material
adverse effect on its results or financial position.

 

 

27.  Related parties

 

As at 31 December 2025, the share capital of Mincon Group plc was 56.32% owned
by Kingbell Company which is ultimately controlled the Purcell family. Joesph
Purcell is also a Director of the Company.

 

In June 2025, the Group paid a final dividend for 2024 of €0.0105 to all
shareholders. The total dividend paid to Kingbell Company was €1,256,477.

 

In December 2025, the Group paid an interim dividend for 2025 of €0.0105 to
all shareholders. The total dividend paid to Kingbell Company was €1,256,477
(December 2024: €1,256,477).

 

The Group has a related party relationship with its subsidiary undertakings
(Note 23) for a list of these undertakings, Directors and officers. All
transactions with subsidiaries eliminate on consolidation and are not
disclosed.

 

 

 

27.  Related parties (continued)

 

Transactions with Directors

The Group is owed €Nil from Directors and shareholders at 31 December 2025
and 2024. The Group has amounts owing to Directors of €Nil as at 31 December
2025 and 2024.

 

Key management compensation

The profit before tax from continuing operations has been arrived at after
charging the following key management compensation:

                                          2025     2024
                                          €'000    €'000
 Short-term employee benefits ( )         917      1,430
 Bonus and other emoluments               203      16
 Post-employment contributions ( )        84       128
 Social security costs                    79       101
 Share-based payment charged in the year  12       26
 Total                                    1,295    1,701

 

The key management compensation amounts disclosed above represent compensation
to those people having the authority and responsibility for planning,
directing and controlling the activities of the Group, which comprises the
Board of Directors and executive management (nine in total at year end).
Amounts included above are time weighted for the period of the individual's
employment.

 

28.  Events after the reporting date

 

The Board of Mincon Group plc is recommending the payment of a final dividend
for the year ended 31 December 2025 in the amount of €0.0105 (1.05 cent) per
ordinary share, which will be subject to approval at the Annual General
Meeting of the Company in April 2026. Subject to Shareholder approval at the
Company's annual general meeting, the final dividend will be paid on 12 June
2026 to Shareholders on the register at the close of business on 22 May 2026.

 

At 31 December 2025, the property, plant and equipment owned by Mincon
Rockdrills Australia PTY was in the process of being sold to a third party.
The sale was completed on 31 January 2026 for a total consideration of AUD$13
million (€7.4 million).

 

29.  Approval of financial statements

 

The Board of Directors approved the consolidated financial statements on 10
March 2026.

 

 

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.   END  FR EAKDNELLKEFA



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