RNS Number : 8311A
SigmaRoc PLC
17 March 2025
(EPIC: SRC / Market: AIM / Sector: Construction Materials)
17 March 2025
SigmaRoc plc
('SigmaRoc', the 'Company' or the 'Group')
Audited full year results for year ended 31 December 2024
2024 underlying earnings and EPS modestly ahead of consensus8 expectations, driven by transformational investment to create a leading European lime and minerals platform
Notice of AGM, Analyst briefing and Investor Presentation
SigmaRoc (AIM: SRC), the AIM quoted lime and limestone group, is pleased to announce its audited results for the year ended 31 December 2024.
Statutory results
Underlying1results
31 December 2024
31 December 2023
YoY change
31 December 2024
31 December 2023
YoY change
Revenue6
£997.6m
£580.3m
+71.9%
£997.6m
£580.3m
+71.9%
EBITDA6
£180.1m
£87.3m
+106.3%
£224.6m
£116.7m
+92.4%
EBITDA margin6
18.1%
15.0%
+20.0%
22.5%
20.1%
+11.9%
Profit before tax6
£45.8m
£28.3m
+61.8%
£117.6m
£71.2m
+65.2%
EPS6
2.10p
1.95p
+7.7%
8.35p
8.12p
2.8%
Net debt2
£509.5m
£182.4m
+179.3%
Covenant Leverage
2.09x
1.57x
+33.1%
ROIC
11.5%
10.8%
+6.5%
FCF3
£118.6m
£47.0m
+152.3%
FCF Conversion4
52.8%
40.3%
+31.0%
Proforma statutory results5
Proforma underlying results5
31 December 2024
31 December 2023
YoY change
31 December 2024
31 December 2023
YoY change
Revenue
£1,042.0m
£1,062.7m
-1.9%
£1,042.0m
£1,062.7m
-1.9%
EBITDA
£185.1m
£203.6m
-9.1%
£242.2m
£237.9m
+1.8%
EBITDA margin
17.8%
19.2%
-7.3%
23.2%
22.4%
+3.8%
1 Underlying results are stated before acquisition related expenses, certain finance costs, redundancy and reorganisation costs, impairments, amortisation of acquisition intangibles and share option expense. Underlying results include continuing and discontinued operations. References to an underlying profit measure throughout this Annual Report are defined on this basis. Non-underlying items are described further in the Chief Financial Officer's report. These measures are not defined by UK IAS and therefore may not be directly comparable to similar measures adopted by other companies.
2 Net debt including IFRS 16 lease liabilities.
3 Free Cash Flow takes net cash flows from operating activities and adjusts for CapEx, net interest paid, and for the underlying result further adjusts for net non-underlying expenses paid and working capital payments relating to pre-acquisition accruals or purchase price adjustments.
4 Free Cash Flow Conversion is FCF relative to underlying EBITDA.
5 Proforma calculation includes Deal 2 and Deal 3, plus all acquisitions made by SigmaRoc in 2023, and excludes companies divested and shown as discontinued at year end for entire period on an underlying basis.
6 These results include continued and discontinued operations. All numbers referenced in the Chairman's Statement and CEO Report are shown on this basis.
7 Based on 2023 proforma baseline
8 Consensus expectations as at 31 December 2024, being the average of forecasts for FY24 provided by analysts covering the Company, were underlying EBITDA of £221.0m and EPS of 7.60p.
FINANCIAL HIGHLIGHTS
Strong financial performance following transformational lime and limestone acquisitions
- Revenue6 increased 72% to £997.6m, driven by contribution from the lime acquisitions;
o Proforma5 revenue down 1.9% LFL reflecting volumes, foreign exchange effects and reduced pass throughs;
- Underlying1 EBITDA increased 92% to £224.6m with underlying margins improving by 240bps to 22.5% due to the increased scale of the business and the synergy programme;
o Proforma5 EBITDA increased 2% LFL driven by a positive operating performance and synergies arising from the successful integration of the acquisitions;
- Underlying EPS1 8.35p, 3% ahead of prior year, 10% ahead of consensus, and an 8th consecutive year of growth.
- Covenant leverage reduced from 2.6x at 30 June 2024 to 2.1x at year end following good cash generation and commencement of divestment program of non-core assets;
- ROIC up 70bps to 11.5%, progressing in line with expectations towards15% target;
- Strong free cash flow with a 1,250bps improvement to 52.8%;
- Post period end amendment of bridge loan agreed with €125m five-year fixed-rate facility on preferential terms.
OPERATIONAL AND STRATEGIC
Growth
- Transformational £1billion acquisition of lime and limestone assets from CRH plc completed in three stages, doubling the size of the Group and driving further diversification of the business;
- German, Czechia and Irish acquisitions closed in January 2024, the UK in March 2024, and Poland in September 2024 with integration progressing well and expected synergies being delivered ahead of expectations.
Investment
- Group now focussed on lime and limestone, with regional diversification and broad end market exposure - Industrial, Environment & Food, and Residential & Infrastructure Construction;
- Syndicated senior debt facility established to create financial leverage for long term shareholder returns;
- Construction commenced on a new aggregates and sand processing plant in Belgium, and a new asphalt plant in SouthWales was commissioned.
Execution
- Integration of CRH's lime and limestone assets completed during the year;
- Disposal of non-core Belgian ready-mix concrete assets completed in December 2024, with smaller French plants expected to complete in 2025, for a maximum total consideration of £41m (€49m). Attractive disposal multiple in excess of 7x LTM EBITDA;
- Synergy program progressing well with £8m (€9m) delivered in 2024 and a minimum of £33m (€40m) now targeted by 20277.
- Restructuring and cost saving initiatives implemented in Germany, the Nordics and Belgium, contributing to the synergy program from 2025;
- Board strengthened with the appointment of two experienced independent non-executive directors and CFO transition complete.
ESG Highlights
- Retrospective recalculation of baseline emissions and energy data to ensure consistency and relevance in reporting post the lime acquisitions;
- 46% reduction in GHG emissions intensity from the 2021 baseline;
- Overall 71% fossil-free electricity utilised across the Group, with 100% fossil-free electricity in Finland, Sweden, Germany, Czechia and Belgium;
- Total energy consumption and energy intensity reduced 10% year-on-year (YoY);
- Total incident frequency rate (TIFR) and lost time incident frequency rate (LTIFR) reduced 18% YoY and 12% respectively for employees and contractors across our sites;
- Commitment to safety and compliance has been reinforced with over 180 site audits conducted.
Outlook
- SigmaRoc made good progress in 2024, a year characterised by the transformative lime and limestone acquisitions from CRH;
- We remain focused on operational delivery and the ongoing synergy program with a minimum £33m (€40m) incremental7 EBITDA now expected;
- Regional diversification and broad end market exposure provides stability;
- Potential for improvements across European markets driven by reducing interest rates, a renewed political desire to stimulate growth and a number of supportive megatrends;
- De-gearing on track with rationalisation of non-core portfolio to continue, with €20-25m EBITDA relating to non-core assets available for divestment;
- We remain mindful of the wider macroeconomic and geopolitical environment, but 2025 has started positively.
Notice of Annual General Meeting
SigmaRoc is also pleased to provide notice that its Annual General Meeting ('AGM') will be held at 3:00pm on Thursday, 1 May 2025 at The Chesterfield Mayfair, 35 Charles St, London, W1J 5EB.
Copies of the Notice of AGM, together with the Form of Proxy and Annual Report will be posted to shareholders in due course and within our required notice periods.
Max Vermorken, CEO, commented:
"2024 was a landmark year for SigmaRoc, a year characterised by three key developments. First, the phased completion of the acquisition of a large portfolio of lime and limestone companies from CRH plc. Secondly, the significant work conducted on the identification and implementation of an ambitious synergies programme. Thirdly, the continued management of the now expanded Group, in challenging market conditions.
I would like to thank our colleagues for their hard work, commitment and dedication throughout the year, delivering results ahead of expectations again, and helping position SigmaRoc as one of Europe's leading lime and limestone businesses.
Looking ahead, we remain confident in our ability to deliver value for all our stakeholders, and to maintain our trajectory of growth. We have seen a positive start to 2025. The demand for lime and limestone as critical minerals in the ongoing shift to sustainable industry is set to grow, and SigmaRoc is well-positioned to capitalise on this trend. Together, we are building a stronger, more sustainable future for all."
END
The full text of the statement is set out below, together with detailed financial results, and will be available on the Company's website at www.sigmaroc.com.
Analyst Briefing
SigmaRoc will host a hybrid presentation for analysts on Monday, 17 March 2025 at 8.00 GMT. For more details and to register to attend please contact Sigmaroc@teneo.com.
Private Investor Presentation
SigmaRoc is pleased to announce that its Chairman, David Barrett, its Chief Executive Officer, Max Vermorken, and its Chief Financial Officer, Jan Van Beek, will provide a live presentation to private investors reviewing the FY24 Results and prospects via Investor Meet Company on Monday, 17 March 2025 at 15.00 GMT.
The presentation is open to all existing and potential shareholders. Questions can be submitted before the event and at any time during the live presentation. Investors can sign up to Investor Meet Company for free and add to meet SigmaRoc via:
https://www.investormeetcompany.com/sigmaroc-plc/register-investor
Investors who already follow SigmaRoc on the Investor Meet Company platform will automatically be invited.
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For further information, please contact:
SigmaRoc plc Max Vermorken (Chief Executive Officer) Jan van Beek (Chief Financial Officer) Tom Jenkins (Head of Investor Relations)
Tel: +44 (0) 207 002 1080 ir@sigmaroc.com
Panmure Liberum (Nomad and Co-Broker) Scott Mathieson / John More / Dru Danford
Tel: +44 (0) 203 100 2000
Deutsche Numis (Co-Broker) Richard Thomas / Hannah Boros Teneo (Public Relations) Harry Cameron / Camilla Cunningham
CHAIRMAN'S STATEMENT
I am pleased to present SigmaRoc's Annual Report for the year ended 31 December 2024. This was a transformational year for SigmaRoc and we have secured our position as one of Europe's leading lime and limestone businesses. We made significant strategic acquisitions, delivered a robust financial performance, focused on continuous safety improvement and delivered further progress towards our sustainability objectives.
A transformational acquisition, delivering good results
Throughout the year, we focused on integrating our new acquisitions and optimising our operations. The successful integration of CRH's lime and limestone operations has already begun to yield synergies, contributing to our improved EBITDA margins. Additionally, we have continued to invest in our existing assets, enhancing operational efficiency and extending the life of our quarries.
Our financial results for the year ended 31 December 2024 reflect the successful execution of our growth strategy. Revenue increased by 72% to £998 million, with underlying EBITDA up 92% to £225 million. On a LFL basis underlying EBITDA increased 2%, despite a 2% reduction in LFL revenues, due to our operational focus on improving the business and delivering synergies. This strong performance was driven by the successful integration of the recent acquisitions, the resilience of our business model, and the dedication of our management teams across all regions.
Good strategic progress
In 2024, we completed the CRH Lime Acquisitions in Germany, Czechia, Ireland, the UK and Poland, solidifying our position as a leading European supplier of lime and limestone products. These acquisitions have expanded our geographical footprint and enhanced our product offerings, enabling us better to serve our diverse customer base across broad end-markets including industrial, construction and environmental sectors.
Lime and limestone are essential to modern industry and daily life and are key resources in the transition to a more sustainable economy. While these minerals are not always recognised as vital resources, they are essential to numerous industrial processes and will only become more integral in the years to come. Lime, in particular, stands out as the most cost-effective alkali, enabling essential chemical reactions that support a wide range of industries. This unique versatility and affordability make lime and limestone invaluable to our operations and central to our vision for the future.
Governance
In July 2024, we announced the succession of our Chief Financial Officer, Jan van Beek, to take effect from 1 January 2025, ensuring a seamless transition and continuity in our financial leadership. Earlier in April 2024 we welcomed two new independent non-executive members to our Board of Directors, Francesca Medda and Peter Johnson, bringing diverse expertise to guide SigmaRoc through its next phase of growth. During the year we updated our key committee memberships (Audit, Remuneration and Nominations) to ensure they remained in line with best practice. In addition, we commissioned an external Board review, the results of which were used to ensure that the Board continues to be best placed to govern the Group effectively. Our governance framework continues to ensure transparency, accountability and alignment with the interests of our stakeholders, reflecting our commitment to high standards and ethical business practices.
Well positioned for year ahead
Looking ahead, we remain confident in our ability to navigate the evolving market landscape. We are well positioned in attractive markets, with a diversified portfolio, and a commitment to sustainability that positions us well for continued growth.
I would like to express my gratitude to our employees for their unwavering dedication and to our customers and shareholders for their continued support. We have entered 2025 with optimism and a clear strategy to drive further growth and value creation.
David Barrett
Executive Chairman
14 March 2025
CEO's STRATEGIC REPORT
2024 was a landmark year for SigmaRoc, a year characterised by three key developments. First, the phased completion of the acquisition of a large portfolio of lime and limestone companies from CRH plc. Secondly, the significant work conducted on the identification and implementation of an ambitious synergies programme. Thirdly, the continued management of the now expanded Group, in challenging market conditions.
I would like to thank our colleagues for their hard work, commitment and dedication throughout the year in helping position SigmaRoc as one of Europe's leading lime and limestone businesses.
Strong financial performance
We are pleased to report an impressive financial year, marked by substantial revenue growth and enhanced profitability. Revenue for the year rose by 72% to £998 million, with underlying EBITDA increasing by 92% to £225 million, driven primarily by contributions from the CRH Lime Acquisitions. On a LFL basis, revenue decreased by 2%, reflecting softer volumes, forex effects and pass throughs. Underlying LFL EBITDA increased by 2% reflecting operational efficiencies from the synergy program and the successful integration of the acquisitions.
Underlying profit after tax increased to £98.1 million, translating into underlying EPS of 8.35p, representing a 3% increase YoY and an eighth consecutive year of growth. This increase in underlying EPS is particularly pleasing, given the structure of the CRH Lime Acquisitions, whereby equity and debt were front-loaded in the transaction, but with phased completion of the acquistions, and the challenging operating environment amidst elevated interest rates.
This robust performance is a testament to the strength of our diversified portfolio, the successful integration of the CRH Lime Acquisitions and the operational efficiencies we have implemented across the Group.
Proforma financial history
As a result of the transformational CRH Lime Acquisitions that were completed through the course of 2024, the Group has opted to present proforma revenue by market and product, together with proforma revenue and EBITDA by region, and volumes by product, in order to assist stakeholders in better understanding the enlarged Group.
Revenue by market
2024
2023
YoY change
Industrial
£367m
£395m
-7.1%
Environmental
£205m
£207m
-1.0%
Construction
£470m
£461m
+2.0%
£1,042m
£1,063m
-2.0%
Revenue by product
2024
2023
YoY change
High-grade minerals
£763m
£774m
-1.4%
Construction aggregates
£115m
£117m
-1.7%
Value-added products
£164m
£172m
-4.7%
£1,042m
£1,063m
-2.0%
Sales volume by product (tonnes)
2024
2023
YoY change
High-grade minerals
6.8mt
6.7mt
+1.5%
Construction aggregates
16.5mt
17.2mt
-4.1%
Value-added products
1.0mt
1.2mt
-16.7%
24.3mt
25.1mt
-3.2%
Regional proforma financial history
UK & Ireland
2024
2023
YoY change
Revenue
£254m
£255m
-0.4%
EBITDA1
£58m
£61m
-4.9%
Western Europe
2024
2023
YoY change
Revenue
£63m
£69m
-8.7%
EBITDA1
£15m
£19m
-21.1%
Central Europe
2024
2023
YoY change
Revenue
£461m
£473m
-2.5%
EBITDA1
£130m
£120m
+8.3%
Nordics
2024
2023
YoY change
Revenue
£264m
£266m
-0.8%
EBITDA1
£53m
£50m
+6.0%
2024
2023
YoY change
Total Revenue
£1,042m
£1,063m
-2.0%
Total EBITDA1
£242m
£238m
+1.8%
1 EBITDA is stated after £14m (FY24) and £12m (FY23) corporate costs
Key takeaways from the above information are as follows:
· The Group is now broadly spread across three key end markets - industrial, environmental and construction, with no end market over 50% of the Group;
· Regional performance was generally stable although there was some softness in Western Europe due to a disproportionate focus on construction;
· High-grade minerals now represent over 70% of sales. Typically, the end markets for high-grade minerals are characterised by large customers with exacting quality and chemical consistency expectations, a requirement for surety of supply, and long-term contractual arrangements;
· The broad base of end markets and demanding attributes placed by our key customers on their suppliers demonstrates the importance SigmaRoc has in the supply chains for supporting the UK and Europe's vital industrial requirements.
Clear strategic progress, synergy programme on-track
This year, we successfully completed the CRH Lime Acquisitions, expanding our lime footprint in Europe and establishing our position as a leading supplier of essential mineral products. This strategic move aligns with our ambition to scale responsibly while enhancing our competitive advantage in key markets.
With the acquisition of the lime and limestone businesses we launched an aggressive synergies programme targeting annualised synergies of between €30 million and €60 million to be delivered by 2027. The synergies have three principal sources; first operational and SG&A improvements, secondly plant network optimisation initiatives and lastly topline growth initiatives. I am pleased to report progress in all areas.
During 2024 we delivered around £8 million (€9 million) of synergies and increased the minimum deliverable target to £29 million (€35 million), a target we are now increasing to £33 million (€40 million). These increases were possible due to the better than anticipated performance on both operational and network synergies across the Group. As we progress through the programme, we also expect to increase the pace of delivery with the aim to complete the implementation of the base programme of £33 million (€40 million) well ahead of the 2027 end date.
In order to deliver the full programme of £50 million (€60 million), further initiatives will need to be unlocked, including delivery of topline benefits. Lime and limestone are critical minerals in supporting the transition to a more sustainable economy and as the EU continues its journey towards cleaner energy and improved infrastructure, we expect additional demand for our products, driving further growth across the Group.
Portfolio rationalisation through disposal of non-core assets
At the end of 2024, we progressed with our divestment program of non-core assets with the sale of our Belgian and French ready-mix concrete plants for a maximum consideration of €49.5 million, which included a €4.5 million earnout, in a two-part transaction.
The full consideration represented an attractive disposal multiple of over 7x LTM EBITDA, reflecting the high quality of the businesses being sold and a recognition of the meaningful margin expansion program implemented since our acquisition of the assets between 2021 and 2023 at a combined 4.5x LTM EBITDA.
The first part of the consideration (€37 million) was received in December 2024 relating to the completion of the Belgian assets, with payment and completion for the French plants to come before the end of 2025.
We expect to deliver further progress on the rationalisation of non-core assets within the Group, with €20-25 million of remaining EBITDA related to non-core assets still available to be divested.
Safety
Safety remains a top priority across all our sites, and we are committed to ensuring a safe working environment for our employees and partners. We have implemented comprehensive training programs and safety initiatives across our operations, focusing on risk prevention, compliance and continuous improvement.
We expanded the Group's HSE&P team, adding two new members stationed across the UK and central Europe. This enlarged team conducted over 180 audits across the Group's expanded footprint. A comprehensive review of the progress we have made in relation to health & safety will be available in the ESG section of our 2024 Annual Report.
Committed to sustainability
Our commitment to environmental stewardship has continued to guide our approach to business. In 2024, we strengthened our efforts to minimise our environmental footprint by continuing to adopt alternative fuels, reducing carbon emissions and promoting sustainable practices within our operations. Our strategic alliances for sustainable lime and limestone products exemplify this commitment and reinforce our role in the transition to low-carbon economies. Socially, we have continued to engage with and support the communities where we operate, prioritising local employment, training and community development initiatives. There is a strong value ethic that permeates throughout the Group which will be described more fully in the About Us section of our 2024 Annual Report.
Non-Financial and Sustainability Information Statement
The Company recognises the need to report on climate change and sustainability under the Companies Act. The Group will fulfil its requirement to report under the Companies Act throughout the ESG section of our 2024 Annual Report.
Driving innovation to support growth
The Group continues to innovate, with a particular focus on its kiln network. We are using AI to optimise the efficiency of our kilns, alongside implementing a programme to upgrade the entire network to ensure they are compatible with biofuels. In addition to this, SkreenHouse Ventures continues to evaluate innovative sustainable buildings products, such as reduced carbon cement and concrete.
Post period developments
In February 2025 we agreed amended terms on a 5-year facility to replace the bridge loan, which was due to expire in November 2025. The new facility is a private placement with PGIM Private Capital for €125 million, in two tranches, at a fixed rate of 4.93% with a bullet repayment in February 2030. This is the Group's first private placement in the debt markets and represents a significant improvement in the rate and terms of the previous bridge facility.
Also in February 2025, CRH, which had a 15% shareholding in SigmaRoc, announced the sale of their entire shareholding. This secondary share placing was oversubscribed and taken up by a strong list of institutional investors, including a number of new institutions. We are grateful to our existing investors for their support and welcome our new investors to the Group. As part of this placing the SigmaRoc EBT ("SigmaEBT") purchased 14,895,581 shares. Following this transaction the SigmaEBT held 29,513,668 ordinary shares, representing approximately 2.6% of the Company's issued share capital.
Positive start to 2025, well positioned to deliver
Looking ahead, we remain confident in our ability to deliver value for our stakeholders and to maintain our trajectory of growth. We have seen a positive start to 2025. The demand for lime and limestone as critical minerals in the ongoing shift to sustainable industry is set to grow, and SigmaRoc is well-positioned to capitalise on this trend.
Reducing interest rates, a renewed political desire to support the economy and a number of megatrends that are supportive to lime and limestone markets should provide a useful stimulus for growth. Whilst we remain mindful of the wider macroeconomic and geopolitical environment, our focus remains on delivering further synergies through operational excellence, enhancing our sustainability initiatives, and exploring strategic opportunities to expand our presence in key markets.
In recent weeks an ambitions support package proposed by the likely German coalition partners with respect to support for the German infrastructure, energy and defence sectors, has materially improved the midterm outlook for the German and European economies. How these support package will impact the specific demand levels of our products remains to be clarified, however, if implemented as currently presented, they would support the demand for lime and limestone across Germany and the wider region.
In closing, I would like to thank our employees, customers and stakeholders for their continued support and commitment to SigmaRoc's mission. Together, we are building a stronger, more sustainable future for all.
This report was approved by the Board on 14 March 2025.
Max Vermorken
Chief Executive Officer
CHIEF FINANCIAL OFFICER'S REPORT
I am very pleased to report strong financial results for the Group delivered in a challenging macro-economic climate. The Company successfully integrated multiple businesses acquired during the year, and we improved profitability, despite a challenging market environment with soft volumes in residential construction, automotive and steel markets. This achievement is due to the accretive nature of the acquired lime operations, preliminary delivery on the synergies combined with strict cost control to optimise operations.
For the year ending 31 December 2024, the Group generated revenue of £997.6 million (2023: £580.3 million) and underlying EBITDA of £224.6 million (2023: £116.7 million). Underlying profit before taxation for the Group was £119.7 million (2023: £71.2 million).
For the year ending 31 December 2024, from continuing operations, the Group generated revenue of £962.5 million (2023: £541.7 million) and underlying profit before taxation for operations of the Group was £117.6 million (2023: £65.8 million).
The Board monitors the activities and performance of the Group on a regular basis and uses financial indicators based on budget versus actual to assess the performance of the Group. The indicators set out below will continue to be used by the Board to assess performance over the period to 31 December 2025.
2024 £'000
2023 £'000
Cash and cash equivalents (continuing & discontinued operations)
132,300
55,872
Revenue (continuing & discontinued operations)
997,614
580,285
Underlying EBITDA
224,662
116,688
Capital expenditure
75,017
43,046
Cash generated from operations was £117.0 million (2023: £65.4 million) with a net increase in cash of £80.3 million (2023: £11.5 million) after spending £548.6 million on acquisitions net of cash acquired, £66.9 million in net capital expenditure and £344.3 million in loan amortisation repayments.
Underlying EBITDA exceeded consensus expectations and management forecasts, while revenue and volumes were somewhat softer due to difficult residential construction markets and dynamic pricing effects of lower input costs.
Capital expenditures relate to purchases of land and minerals, new plant and machinery and improvements to existing infrastructure across the Group.
PPA
Ernst & Young LLP undertook the PPA exercise required under IFRS 3 to allocate a fair value to the acquired assets of Bjorka Minerals, ST Investcija and the CRH Lime Acquisitions.
The PPA process resulted in a reduction of goodwill recorded on the Statement of Financial Position of the Group for Bjorka Minerals from £10.6 million to £6.6 million, a reduction in ST Investcija from £3.6 million to £1.8 million and a reduction in the CRH Lime Acquisitions from £406.1 million to £296 million. The reduction was to transfer the value of goodwill to tangible assets for land and buildings, land and mineral reserves and plant and machinery.
Non-underlying items
The Company's loss after taxation for 2024 amounts to £2.5m, of which £17 million relates to non-underlying items, while the Group's non-underlying items totalled £69.5m for the year, of which £25.0 million, representing approximately 36%, are non-cash and non-tax deductible. These items relate to seven categories:
1. £16.8 million in advisor, consulting, legal fees, accounting fees, insurance and other direct costs relating to acquisitions including taxes, which primarily relate to the CRH Lime Acquisitions.
2. £9.5 million amortisation of acquired assets and adjustments to acquired assets.
3. £6.8 million in share-based payments relating to grants of options.
4. £25.0 million legal and restructuring expenses relating to the reorganisation and integration of recently acquired subsidiaries, including costs associated with discontinuing sites and operations, transitional salary costs, redundancies, severance and recruitment fees, and costs associated with financial reporting and system migrations.
5. £5.9 million on amortisation of finance costs, of which £2.9 million arising from terminating the previous debt facility from 2021 and £3.0 million from the new syndicated 5-year debt facilities established in November 2023.
6. £3.0 million on unwinding of discounts on deferred consideration payments for Harries and CRH Deal 1.
7. £2.5 million in other exceptional costs which primarily relate to non-cash balance sheet adjustments.
Interest and tax
Net finance costs in the year totalled £52.8 million (2023: £15.8 million) including associated interest on bank finance facilities, as well as interest on finance leases which totalled £1.8 million, this included IFRS 16 adjustments and hire purchase agreements.
A tax charge of £21.0 million (2023: £11.6 million) was recognised in the year, resulting in a tax charge on profitability generated from mineral extraction in the Channel Islands and profits generated through the Group's UK, Irish, Belgium, German, Czechia, Polish and Nordic based operations.
Earnings per share
Basic EPS for the year was 2.10 pence (2023: 1.95 pence) and underlying basic EPS (adjusted for the non-underlying items mentioned above) for the year totalled 8.35 pence (2023: 8.12 pence).
Basic EPS for the continuing operations for the year was 2.04 pence (2023: 1.41 pence) and underlying basic EPS (adjusted for the non-underlying items mentioned above) for the year totalled 8.21 pence (2023: 7.46 pence).
Statement of financial position
Net assets on 31 December 2024 were £753.7 million (2023: £514.9 million). Net assets are underpinned by mineral resources, land and buildings and plant and machinery assets of the Group.
Cash flow
Cash generated by operations was £117.0 million (2023: £65.4 million). The Group spent £548.6 million on acquisitions net of cash acquired, £75.0 million on capital projects including acquisition of intangibles, raised £195.7 million net of fees from the issue of equity, generated £38.5 million through the disposal of non-core property, plant & equipment, and repaid net borrowings of £344.3 million. The net result was a cash inflow for the year of £80.3 million.
Net debt
Net debt at 31 December 2024 was £509.5 million (2023: £182.4 million).
Bank facilities
On 22 November 2023 the Company entered a new syndicated senior credit facility of up to €750 million (the 'New Debt Facilities') led by Santander UK and BNPP, with the syndicate including several major UK and European banks and a further €125 million bridge loan ('Bridge Loan'). The New Debt Facilities were partially drawn on 4 January 2024 in connection with the CRH Lime Acquisitions, specifically CRH Deal 1, and the legacy debt facility was repaid as part of this process.
The New Debt Facilities comprise a €600 million committed term facility, €150 million revolving credit facility and a further €100 million uncommitted accordion.
The Group's New Debt Facilities have a maturity date of 21 November 2028 and are subject to a variable interest rate based on EURIBOR plus a margin depending on underlying EBITDA.
The Group's New Debt Facilities are subject to covenants which are tested monthly and certified quarterly. These covenants are:
· Group interest cover ratio set at a minimum of 3.5 times EBITDA while the Bridge Loan remains outstanding and then 4.0 times thereafter; and
· A maximum adjusted leverage ratio, which is the ratio of total net debt, including further borrowings such as deferred consideration, to adjusted EBITDA, of 3.95x in 2024.
The Bridge Loan has a maturity date of 21 June 2025, with an option for another 6-month extension which, if exercised, would push maturity to 21 November 2025. The Bridge Loan is subject to a variable interest rate based on EURIBOR plus a margin as follows:
- 2% for months 0 - 6
- 3% for months 7 - 12
- 4% for months 13 - 18 (assuming exercise of the first extension option)
- 5% for months 19 - 24 (assuming exercise of the second extension option)
On 20 February 2025, the Company amended and restated its existing Bridge Loan with a new 5-year term facility up to €125 million through a US Private Placement process. The new debt facility has a security profile that mirrors the existing syndicated senior credit facility and a bullet at maturity in February 2030. The interest coupon is based on the 5-year EURIBOR bond yield plus a margin which is fixed at 4.93% for the duration of the term.
As of 31 December 2024, the Group comfortably complied with its bank facility covenants under the terms of the debt facility agreement and total undrawn facilities available to the Group under the legacy debt facility amounted to £115 million.
Capital allocation
We prioritise the maintenance of a strong balance sheet and deploy our capital responsibly, allowing us to commit significant organic investment to our business whilst continuing to pursue acquisitions to accelerate our strategic development. This conservative approach to financial management will enable us to continue pursuing capital growth for our shareholders, with de-gearing a primary focus, along with returning cash to our shareholders via share buy-backs or dividends as this becomes appropriate.
Dividends
Subject to availability of distributable reserves, dividends will be paid to shareholders when the Directors believe it is appropriate and prudent to do so. The Group has achieved significant capital growth since its inception and the Directors expect to commence dividend payments once the Group's Covenant Leverage, which is currently above 2 times, is below 1.5 times. The Directors therefore do not recommend the payment of a dividend for the year (31 December 2023: nil).
Share buy-backs
The Company has in place permission to buy back its own shares into treasury. Subject to the Directors' views on the valuation of the business, and within the remit of our conservative overall capital allocation policy, the Company could seek to use share buy-backs to maximise shareholder value.
Post balance sheet events
Post 2024 close we have conducted a series of activities worthy of mention in this Annual Report. Further information is set out in Note 38.
This report was approved by the Board on 14 March 2025 and signed on its behalf.
Jan van Beek
Chief Financial Officer
DIRECTORS' REPORT
The Directors present their report, together with the audited Financial Statements, for the year ended 31 December 2024.
Principal activities
The principal activity of the Company is to make investments and/or acquire businesses and assets in the lime and minerals sectors. The principal activity of the Group is the production of lime and minerals products.
Board composition and head office
The Board comprised of three Executive Directors and six Non-Executive Directors at year end. The Corporate Head Office of the Company is in London, UK.
Risk management
The Board is responsible for the Group's risk management and continues to develop policies and procedures that reflect the nature and scale of the Group's business.
Details of the Group's financial risk management policies are set out in Note 3 to the Financial Statements.
Results and dividends
For the year to 31 December 2024, the Group's underlying profit before tax was £117.6 million (2023: £65.8 million) while total profit before tax was £44.5 million (2023: £23.2 million) and underlying profit after tax was £98.1 million (2023: £58.8 million) while total profit after tax was £28.6 million (2023: £16.7 million). Recognising the Group's strategy and current position on its journey, the Directors are not proposing to adopt a dividend policy yet, however, this will be reviewed once the Group's Covenant Leverage is below 1.5x.
Stated capital
Details of the Company's shares in issue are set out in Note 28 to the Financial Statements.
Directors
The following Directors served during the year:
Director
Position
David Barrett
Chairman
Max Vermorken
Chief Executive Officer
Garth Palmer
Chief Financial Officer (Resigned December 2024)
Tim Hall
Independent Non-Executive Director
Simon Chisholm
Independent Non-Executive Director
Jacques Emsens
Independent Non-Executive Director
Axelle Henry
Independent Non-Executive Director
Peter Johnson
Independent Non-Executive Director (Joined April 2024)
Francesca Medda
Independent Non-Executive Director (Joined April 2024)
Directors & Directors' interests
The Directors who served during the year ended 31 December 2024 are shown below and had, at that time, the following beneficial interests in the shares of the Company:
31 December 2024
31 December 2023
Ordinary Shares
Vested Options
Ordinary Shares
Vested Options
Max Vermorken
1,037,561
15,547,869
827,034
11,807,349
David Barrett
3,940,234
7,201,494
3,434,180
5,638,674
Garth Palmer
829,666
7,245,874
671,776
3,326,014
Tim Hall
442,282
750,000
400,176
750,000
Simon Chisholm
-
-
-
-
Jacques Emsens
-
-
-
-
Axelle Henry
-
-
-
-
Peter Johnson
110,062
-
-
-
Francesca Medda
-
-
-
-
Further details on options can be found in Note 29 to the Financial Statements.
Details on the remuneration of the Directors can be found in Note 10 to the Financial Statements.
Substantial Shareholdings
The Company is aware that, as at 14 March 2025, other than the Directors, the interests of Shareholders holding three per cent or more of the issued share capital of the Company were as shown in the table below:
Shareholder
Shares held
Percentage of holdings
FMR
111,485,453
10.0%
Capital Research Global Investors
89,188,362
8.0%
Conversant Capital
65,947,368
5.9%
Invesco
49,369,862
4.4%
BGF
46,105,973
4.1%
Rettig Group
44,229,181
4.0%
Janus Henderson
44,140,337
4.0%
Slater Investments
37,630,812
3.4%
Polar Capital
33,788,173
3.0%
Inheritance tax
Shares in AIM quoted trading companies or a holding company of a trading group may, after a 2-year holding period, qualify for Business Property Relief for United Kingdom inheritance tax purposes, subject to the detailed conditions for the relief. From 6 April 2026, this will be capped at £1 million and assets over £1 million will be subject to 50% relief. However, it is recommended shareholders get their own tax advice.
Investors should note that Business Property Relief would cease to be available if the Company's shares were to become listed on an HMRC designated stock exchange, for example, the Main Market of the London Stock Exchange.
Employees
By being responsible for their own businesses, that are aligned with the overall Group's strategy, employees are fully aware of their impact and contribution as they are inherently responsible for their own success. The Group and each business are committed to employing the best they can, not only in skills and competence but also in their softer skills, regardless of who they are or where they have come from. Once engaged, each employee is nurtured and developed locally with opportunities within each business and platform offered openly.
Political contribution
The Group did not make any contributions to political parties during either the current or the previous year.
Annual General Meeting
The AGM will be held at The Chesterfield Mayfair Hotel, 35 Charles Street, London W1J 5EB on 1 May 2025 at 3:00 pm. The formal notice convening the AGM, together with explanatory notes on the resolutions contained therein, is included in the separate circular and will be available on the Company's website at www.sigmaroc.com.
Viability statement
The Directors have assessed the viability of the Group over a period to December 2029. This is the same period over which financial projections were prepared for the Group's strategic financial plan. In making their assessment the Directors have considered the Group's current position and the potential impact of the principal risks and uncertainties on its business model, future performance, solvency or liquidity. They also stress-tested their analysis by running several credible scenarios and considered the availability of mitigating actions. Based on this assessment, the Directors confirm that they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period to 31 March 2026. In making this statement, the Directors have assumed that financing remains available and that mitigating actions are effective.
Corporate responsibility
Environmental
SigmaRoc undertakes its activities in a manner that minimises or eliminates negative environmental impacts and maximises positive impacts of an environmental nature.
Health and safety
SigmaRoc operates a comprehensive health and safety programme to ensure the wellness and security of its employees. The control and eventual elimination of all work-related hazards require a dedicated team effort involving the active participation of all employees. A comprehensive health and safety programme is the primary means for delivering best practices in health and safety management. This programme is regularly updated to incorporate employee suggestions, lessons learned from past incidents and new guidelines related to new projects, with the aim of identifying areas for further improvement of health and safety management. This results in continuous improvement of the health and safety programme. Employee involvement is regarded as fundamental in recognising and reporting unsafe conditions and avoiding events that may result in injuries and accidents.
Internal controls
The Board recognises the importance of both financial and non-financial controls and has reviewed the Group's control environment for any shortfalls during the year. Since the Group was established, the Directors are satisfied that, given the current size and activities of the Group, adequate internal controls have been implemented. Whilst they are aware that no system can provide absolute assurance against material misstatement or loss, considering the current activity and proposed future development of the Group, continuing reviews of internal controls will be undertaken to ensure that they are adequate and effective.
Further details on corporate governance can be found in the Corporate Governance Report.
Going concern
The Group meets its day-to-day working capital and other funding requirements through cash and banking facilities, which were renewed in November 2023 and further optimised in February 2025.
The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and, therefore, continue to adopt the going concern basis in preparing the Annual Report and Financial Statements. Further details on their assumptions and their conclusion thereon are included in the statement on going concern included in Note 2.3 to the Financial Statements.
Directors' and officers' indemnity insurance
The Company has made qualifying third-party indemnity provisions for the benefit of its Directors and officers. These were made during the year and remain in force at the date of this Annual Report.
Events after the reporting period
Events after the reporting period are set out in Note 38 to the Financial Statements.
Policy and practice on payment of creditors
The Group agrees on terms and conditions for its business transactions with suppliers. Payment is then made in accordance with these terms, subject to the terms and conditions being met by the supplier. As at 31 December 2024, the Company had an average of 43 days (2023: 53 days) of purchases outstanding in trade payables and the Group had an average of 43 days (2023: 62 days).
Future developments
Details of future developments for the Group are disclosed in the Chairman's Statement and the CEO's Strategic Report.
Provision of information to Auditor
So far as each of the Directors is aware at the time this report is approved:
· there is no relevant audit information of which the Group's auditor is unaware; and
· the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.
Auditor
PKF Littlejohn LLP has signified its willingness to continue in office as auditor.
This report was approved by the Board on 14 March 2025.
Jan van Beek
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable laws and regulations, including the AIM Rules for Companies.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the Group and Company Financial Statements in accordance with UK-adopted International Accounting Standards (UK-adopted IAS). Under company law the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company, and of the profit or loss of the Group for that period. In preparing these Financial Statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgments and accounting estimates that are reasonable and prudent;
· state whether applicable UK-adopted IAS have been followed, subject to any material departures disclosed and explained in the financial statements; and
· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the Financial Statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and Company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website, www.sigmaroc.com. Legislation in the United Kingdom governing the preparation and dissemination of the Financial Statements may differ from legislation in other jurisdictions.
The Company is compliant with AIM Rule 26 regarding the Company's website.
The Directors confirm that they have complied with the above requirements in preparing the Financial Statements.
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
Year ended 31 December 2024
Restated1 - Year ended 31 December 2023
Underlying
Non-underlying2 (Note 11)
Total
Underlying
Non-underlying2 (Note 11)
Total
Continued operations
Note
£'000
£'000
£'000
£'000
£'000
£'000
Revenue 3
7
962,506
-
962,506
541,651
-
541,651
Cost of sales
8
(720,023)
(13,911)
(733,934)
(409,800)
(8,296)
(418,096)
Gross profit
242,483
(13,911)
228,572
131,851
(8,296)
123,555
Administrative expenses
8
(81,854)
(63,770)
(145,624)
(53,474)
(34,165)
(87,639)
Profit from operations
160,629
(77,681)
82,948
78,377
(42,461)
35,916
Net finance (expense)/income
12
(44,233)
(8,586)
(52,819)
(14,274)
(1,528)
(15,802)
Other net gains / (losses)
13
1,169
13,191
14,360
1,694
1,411
3,105
Profit/(loss) before tax
117,565
(73,076)
44,489
65,797
(42,578)
23,219
Tax expense
15
(20,990)
4,458
(16,531)
(11,560)
1,149
(10,411)
Profit/(loss) from continuing operations
96,575
(68,618)
27,958
54,237
(41,429)
12,808
Discontinued operations
Profit/(loss) from discontinued operations
14
1,574
(895)
678
4,548
(638)
3,910
Profit/(loss)
98,149
(69,513)
28,636
58,785
(42,067)
16,718
Profit/(loss) attributable to:
Owners of the parent - continuing
91,195
(68,618)
22,578
51,053
(41,429)
9,624
Owners of the parent - discontinued
14
1,574
(895)
678
4,548
(638)
3,910
Non-controlling interest
31
5,380
-
5,380
3,184
-
3,184
98,149
(69,513)
28,636
58,785
(42,067)
16,718
Continuing basic earnings per share attributable to owners of the parent (expressed in pence per share) 4
32
8.21
(6.17)
2.04
7.46
(6.05)
1.41
Continuing diluted earnings per share attributable to owners of the parent (expressed in pence per share) 4
32
7.62
(5.73)
1.89
7.15
(5.80)
1.35
1. Consistent with IFRS5, the prior period Income Statement and associated notes have been restated for the disposal of Bmix, Goijens and option to sell Beton. The sale of BMix and Goijens completed 13 December 2024 and the sale of Beton is expected to complete in 2025. These entities are disclosed as a discontinued operation and Beton is classified as held for sale on the Group Balance Sheet. The prior period balance sheet disclosures are not restated.
2. Non-underlying items represent acquisition related expenses, restructuring costs, certain finance costs, share option expense and amortisation of acquired intangibles. See Note 11 for more information.
3. Full year 2024 Revenue for the Group for continuing and discontinued operations is £997,614k. Revenue has been split out for discontinued operations under IFRS 5 requirements.
4. Underlying basic earnings per share for 2024 continuing and discontinued operations is 8.35p and total including non-underlying is 2.10p. Underlying Diluted earnings per share for continuing and discontinued operations is 7.75p and total including non-underlying is 1.94p.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
Year ended 31 December 2024
Year ended 31 December 2023
Note
£'000
£'000
Profit/(loss) for the year
28,636
16,718
Other comprehensive income:
Items that will or may be reclassified to profit or loss:
FX translation reserve
(610)
(3,223)
Cash flow hedges - effective portion of changes in fair value
(1,121)
(5,468)
Remeasurement of the net defined benefits liability
(108)
(38)
Other comprehensive income, net of tax
(1,839)
(8,729)
Total comprehensive income
26,797
7,989
Total comprehensive income attributable to:
Owners of the parent - continuing
22,298
1,016
Owners of the parent - discontinued
672
3,903
Non-controlling interests
3,827
3,070
Total comprehensive income for the period
26,797
7,989
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
Consolidated
Company
31 December 2024
31 December 2023
31 December 2024
31 December 2023
Note
£'000
£'000
£'000
£'000
Non-current assets
Property, plant and equipment
16
1,238,945
572,562
649
166
Intangible assets
17
463,500
188,048
92
-
Available for sale assets
250
250
250
250
Investments in subsidiary undertakings
18
-
-
1,096,530
567,305
Investment in equity-accounted associate
19
531
605
-
-
Investment in joint ventures
19
6,212
6,448
411
412
Derivative financial asset
33
9
1,369
-
-
Other receivables
20
13,724
3,398
11,289
-
Deferred tax asset
15
331
38
-
-
1,723,502
772,718
1,109,221
568,133
Current assets
Trade and other receivables
20
158,205
99,034
16,408
5,332
Inventories
21
127,682
84,309
-
-
Cash and cash equivalents
22
131,356
55,872
25,363
7,925
Derivative financial asset
33
505
3,328
-
-
417,748
242,543
41,771
13,257
Disposal group classified as held for sale
14
7,172
-
-
-
Total assets
2,148,422
1,015,261
1,150,992
581,390
Current liabilities
Trade and other payables
23
284,046
158,199
22,801
34,082
Derivative financial liabilities
33
1,343
3,926
-
1,253
Provisions
25
14,886
8,489
-
-
Borrowings
24
64,788
37,504
49,853
29,543
Current tax payable
15
11,309
3,844
-
-
376,372
211,962
72,654
64,878
Non-current liabilities
Borrowings
24
577,044
200,792
535,387
174,090
Employee benefit liabilities
1,418
1,305
-
-
Deferred tax liabilities
15
196,288
72,219
-
-
Derivative financial liabilities
18
1,167
-
-
Provisions
25
87,041
4,724
-
-
Other payables
23
155,030
8,208
5,692
5,260
1,016,839
288,415
541,079
179,350
Disposal group classified as held for sale
14
1,543
-
-
-
Total liabilities
1,394,754
500,377
613,733
244,228
Net assets
753,668
514,884
537,259
337,162
Equity attributable to owners of the parent
Share capital
28
11,149
6,939
11,149
6,939
Share premium
28
191,458
-
191,458
-
Share option reserve
29
18,410
11,482
18,410
11,482
Other reserves
30
(30)
629
600
600
Retained earnings
503,779
481,691
315,642
318,141
Equity attributable to owners of the parent
724,766
500,741
537,259
337,162
Non-controlling interest
31
28,902
14,143
-
-
Total equity
753,668
514,884
537,259
337,162
The Company has elected to take the exemption under Section 408 of the Companies Act 2006 from presenting the Company's Income Statement and Statement of Comprehensive Income.
The loss for the Company for the year ended 31 December 2024 was £2.5 million (year ended 31 December 2023: loss of £42.9 million).
The Financial Statements were approved and authorised for issue by the Board of Directors on 14 March 2025 were signed on its behalf by:
Jan van Beek
Chief Financial Officer
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
Share capital
Share premium
Share option reserve
Other reserves
Retained earnings
Total
Non-controlling interest
Total
Note
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Balance as at 1 January 2023
6,383
400,022
7,483
10,261
33,969
458,118
11,732
469,850
Profit for the year
-
-
-
-
13,534
13,534
3,184
16,718
Currency translation differences
-
-
-
(3,109)
-
(3,109)
(114)
(3,223)
Other comprehensive income
-
-
-
(5,506)
-
(5,506)
-
(5,506)
Total comprehensive income for the period
-
-
-
(8,615)
13,534
4,919
3,070
7,989
Contributions by and distributions to owners
Acquired via acquisition
-
-
-
-
-
-
616
616
Issue of share capital
28
556
29,444
-
-
-
30,000
-
30,000
Issue costs
-
(782)
-
-
-
(782)
-
(782)
Share based payments
-
-
4,002
-
-
4,002
-
4,002
Exercise of share options
-
-
(3)
-
3
-
-
-
Dividends
-
-
-
-
-
-
(1,275)
(1,275)
Other equity adjustments
-
(428,684)
-
(1,017)
434,185
4,484
-
4,484
Total contributions by and distributions to owners
556
(400,022)
3,999
(1,017)
434,188
37,704
(659)
37,045
Balance as at 31 December 2023
6,939
-
11,482
629
481,691
500,741
14,143
514,884
Balance as at 1 January 2024
6,939
-
11,482
629
481,691
500,741
14,143
514,884
Profit for the year
-
-
-
-
23,256
23,256
5,380
28,636
Currency translation differences
-
-
-
943
-
943
(1,553)
(610)
Other comprehensive income
-
-
-
(1,229)
-
(1,229)
-
(1,229)
Total comprehensive income for the period
-
-
-
(286)
23,256
22,970
3,827
26,797
Contributions by and distributions to owners
Acquired via acquisition
-
-
-
-
-
-
13,833
13,833
Issue of share capital
28
4,210
195,790
-
-
-
200,000
-
200,000
Issue costs
28
-
(4,332)
-
-
-
(4,332)
-
(4,332)
Share based payments
-
-
6,942
-
-
6,942
-
6,942
Exercise of share options
-
-
(14)
-
14
-
-
-
Dividends
-
-
-
-
-
-
(3,053)
(3,053)
Other equity adjustments
28
-
-
-
(373)
(1,182)
(1,555)
152
(1,403)
Total contributions by and distributions to owners
4,210
191,458
6,928
(373)
(1,168)
201,055
10,932
211,987
Balance as at 31 December 2024
11,149
191,458
18,410
(30)
503,779
724,766
28,902
753,668
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
Share capital
Share premium
Share option reserve
Other reserves
Retained earnings
Total
Note
£'000
£'000
£'000
£'000
£'000
£'000
Balance as at 1 January 2023
6,383
400,022
7,483
1,362
(68,368)
346,882
Profit/(Loss)
-
-
-
-
(42,940)
(42,940)
Total comprehensive income for the period
-
-
-
-
(42,940)
(42,940)
Contributions by and distributions to owners
Issue of share capital
556
29,444
-
-
-
30,000
Issue costs
-
(782)
-
-
-
(782)
Share based payments
-
-
4,002
-
-
4,002
Exercise of share options
-
-
(3)
-
3
-
Other equity adjustments
-
(428,684)
-
(762)
429,446
-
Total contributions by and distributions to owners
556
(400,022)
3,999
(762)
429,449
33,220
Balance as at 31 December 2023
6,939
-
11,482
600
318,141
337,162
Balance as at 1 January 2024
6,939
-
11,482
600
318,141
337,162
Profit/(Loss)
-
-
-
-
(2,513)
(2,513)
Total comprehensive income for the period
-
-
-
-
(2,513)
(2,513)
Contributions by and distributions to owners
Issue of share capital
4,210
195,790
-
-
-
200,000
Issue costs
28
-
(4,332)
-
-
-
(4,332)
Share based payments
-
-
6,942
-
-
6,942
Exercise of share options
-
-
(14)
-
14
-
Other equity adjustments
-
-
-
-
-
-
Total contributions by and distributions to owners
4,210
191,458
6,928
-
14
202,610
Balance as at 31 December 2024
11,149
191,458
18,410
600
315,642
537,259
CASH FLOW STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Consolidated
Company
Year ended 31 December 2024
Year ended 31 December 2023
Year ended 31 December 2024
Year ended 31 December 2023
Note
£'000
£'000
£'000
£'000
Cash flows from operating activities
Profit/(loss) from continuing operations
27,958
16,718
(2,499)
(42,941)
Profit/(loss) from discontinued operations
678
-
-
-
Adjustments for:
Depreciation and amortisation - continuing operations
16 17
72,062
39,434
156
109
Discontinued operations
3,001
Share option expense
6,930
4,001
6,930
4,001
Fair value movement on EBT shares
13
(4,937)
-
(4,937)
-
Gain on sale of investments
13
(8,298)
-
(12,110)
-
Loss/(gain) on sale of PP&E
(317)
(3,032)
-
-
Net finance costs
52,819
15,865
(466)
8,703
Income tax expense
15
16,531
11,279
-
-
Share of earnings from joint ventures
(316)
(596)
-
-
Non-cash items
44
(869)
(9,291)
(2,120)
Increase in trade and other receivables
(25,827)
(8,613)
(11,656)
(2,132)
(Increase)/decrease in inventories
(10,278)
(13,159)
-
-
Increase/(decrease) in trade and other payables
3,664
14,637
(8,087)
19,888
Decrease in provisions
8,541
934
-
-
Income tax paid
(25,231)
(11,194)
-
-
Net cash inflows/(outflows) from operating activities
117,024
65,405
(41,960)
(14,492)
Investing activities
Purchase of property, plant and equipment
16
(71,559)
(40,190)
(630)
(18)
Sale of property, plant and equipment
8,117
5,890
-
-
Purchase of intangible assets
17
(3,458)
(2,857)
(100)
-
Purchase of available for sale assets
-
(250)
-
(250)
Investment in joint venture
-
(411)
-
(411)
Proceeds of sale of subsidiary
30,388
1,822
30,388
-
Acquisition of businesses (net of cash acquired)
34
(548,614)
(30,169)
(204,380)
(6,760)
Dividends received
-
-
2,524
-
Financial derivative
(1,346)
1,607
(1,254)
1,253
Interest received
1,842
1,271
14,610
201
Net cash used in investing activities
(584,630)
(63,287)
(158,842)
(5,985)
Financing activities
Proceeds from share issue
200,000
30,000
200,000
30,000
Cost of share issue
(4,332)
(782)
(4,332)
(782)
Proceeds from borrowings
765,604
5,064
752,013
-
Cost of borrowings
(14,858)
-
(14,858)
-
Repayment of borrowings
(344,280)
(32,050)
(333,629)
(20,055)
Loans granted
(9,000)
-
(9,000)
-
Net loans with subsidiaries
-
-
(332,243)
26,432
Interest paid
(42,194)
(14,553)
(40,651)
(12,148)
Dividends paid to non-controlling interest
(3,053)
(1,275)
-
-
Net cash used in financing activities
547,887
(13,596)
217,300
23,447
Net increase/(decrease) in cash and cash equivalents
80,281
(11,478)
16,498
2,970
Cash and cash equivalents at beginning of period
55,872
68,623
7,925
5,055
Exchange (losses) / gains on cash
(3,854)
(1,273)
940
(100)
Cash held by discontinued operations
14
(943)
-
-
-
Cash and cash equivalents at end of period
22
131,356
55,872
25,363
7,925
Major non-cash transactions
During the year ended 31 December 2024, there were share based payments of £4.6 million.
Notes:
i. Cash Flow attributable to discontinued operations include £4.2 million Operating cash inflow, £2.0 million investing cash outflows, £0.3 million financing cash flows, net movement in cash & cash equivalents £2.5 million. Cash at the beginning of the period was £3.6 million. See Note 14.
NOTES TO THE FINANCIAL STATEMENTS
1. General Information
The principal activity of SigmaRoc is to make investments and/or acquire projects in the quarried materials sector, and the principal activity of the Group is the production of lime and limestone, high-quality aggregates and supply of value-added industrial and construction materials. The Company's shares are admitted to trading on AIM and it is incorporated and domiciled in the United Kingdom.
The address of its registered office is 6 Heddon Street, London, W1B 4BT.
2. Accounting Policies
The principal accounting policies applied in the preparation of these Financial Statements are set out below ('Accounting Policies' or 'Policies'). These Policies have been consistently applied to all the periods presented, unless otherwise stated.
2.1. Basis of Preparing the Financial Statements
The Group and Company Financial Statements have been prepared in accordance with UK-adopted International Accounting Standards and with the requirements of the Companies Act 2006. The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of property, plant and equipment and intangible assets; financial assets and financial liabilities at fair value through profit or loss; derivatives held for hedge accounting classified as financial assets at fair value through other comprehensive income, and defined benefit pension plans for which the plan assets are measured at fair value.
The Financial Statements are presented in UK Pounds Sterling rounded to the nearest thousand.
The preparation of Financial Statements in conformity with UK IASs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's Accounting Policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Information are disclosed in Note 4.
BMix, Goijens and Beton, in accordance with IFRS 5, is disclosed separately as a discontinued operation. The prior year income statement is restated to show discontinued operations, whilst the comparative balance sheet and cash flow remains unaltered.
a) Changes in Accounting Policy
i) New standards and amendments adopted by the Group
The IASB issued various amendments and revisions to UK IAS and IFRSIC interpretations which include IAS 1 - Non-current liabilities with covenants, IAS 7 - Statement of cash flows, IFRS 16 - Leases and IFRS 7 - Supplier finance arrangements. The amendments and revisions were applicable for the period ended 31 December 2024 but did not result in any material changes to the financial statements of the Group or Company.
ii) New standards, amendments and interpretations in issue but not yet effective or not early adopted
Standards, amendments and interpretations that are not yet effective and have not been early adopted are as follows:
Standard
Impact on initial application
Effective date
IAS 21
The effects of changes in foreign exchange rates
1 January 2025
IFRS 7
Classification and measurement of Financial Instruments
1 January 2026
IFRS 9
Classification and measurement of Financial Instruments
1 January 2026
IFRS 18
Presentation of disclosures in Financial Statements
1 January 2027
IFRS 19
Subsidiaries without Public Accountability: Disclosures
1 January 2027
The Group and Company are evaluating the impact of the new and amended standards above which are not expected to have a material impact on the Group or Company's results or shareholders' funds.
2.2. Basis of Consolidation
a) Subsidiaries
The Consolidated Financial Statements consolidate the Financial Statements of the Company and the accounts of all of its subsidiary undertakings for all periods presented.
Subsidiaries are entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and could affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. On consolidation all inter-company transactions, balances and unrealised gains and losses on transactions between group companies are eliminated. They are deconsolidated from the date that control ceases.
The Group applies the acquisition method of accounting to account for business combinations. The Consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree, and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.
Acquisition-related costs are expensed as incurred unless they result from the issuance of shares, in which case they are offset against the premium on those shares within equity.
Deferred consideration is recognised at its fair value at the acquisition date as part of the total consideration transferred for the business combination. The fair value of deferred consideration is determined considering the probability of payment and the time value of money. Changes in the fair value of deferred consideration are recognised in profit or loss as they occur.
In the event of a loss of control of a subsidiary, the assets and liabilities of the former subsidiary are derecognised from the consolidated statement of financial position. Any investment retained in the former subsidiary is recognised at its fair value at the date when control is lost, and any resulting gain or loss is recognised in profit or loss.
Investments in subsidiaries are accounted for at cost less impairment.
Where considered appropriate, adjustments are made to the financial information of subsidiaries to bring the accounting policies used into line with those used by other members of the Group. All intercompany transactions and balances between Group enterprises are eliminated on consolidation.
CDH, Stone, and GduH use Belgian GAAP rules to prepare and report their financial statements. The Group reports using UK IAS standards and in order to comply with the Group's reporting standards, management of CDH, Stone and GduH processed several adjustments to ensure the financial information included at a Group level complies with UK IAS. CDH, Stone and GduH will continue to prepare their company financial statements in line with the Belgian GAAP rules.
Nordkalk entities, Fels and Vitosov use local GAAP rules to prepare and report their financial statements. The Group reports using UK IAS standards and in order to comply with the Group's reporting standards, management of Nordkalk, Fels and Vitosov processed several adjustments to ensure the financial information included at a Group level complies with UK IAS. Nordkalk, Fels and Vitosov will continue to prepare their company financial statements in line with the local GAAP rules.
The Group recognises any non-controlling interest at the non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets.
b) Associates
Associates are entities over which the Group has significant influence but not control over the financial and operating policies. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost. The Group's share of its associates' post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in reserves is recognised in other comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment.
Accounting policies of equity-accounted investees have been changed where necessary to ensure consistency with the policies adopted by the Group.
c) Joint Arrangement
A joint arrangement is an arrangement in which two or more parties have joint control. A joint venture is a joint arrangement in which the parties that share joint control have rights to the net assets of the arrangement. Joint arrangements are accounted for using the equity method of accounting and are initially recognised at cost. The Group's share of its associates' post-acquisition profits or losses is recognised in profit or loss.
2.3. Going Concern
The Financial Statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.
The Group meets its day-to-day working capital and other funding requirements through operating cash generation and its Debt Facilities. The Debt Facilities comprise of a €600 million committed term facility, €150 million revolving credit facility and a further €100 million uncommitted accordion which matures on 21 November 2028. The Group has met all covenants on its Debt Facilities.
The Group has prepared cash flow forecasts for a period of more than 12 months which anticipate a continuous upward trend of profitability and cash generation. As the Group has a strong focus on operational gearing, it can remain flexible during economically disruptive events which can have a negative effect on cash flow.
At 31 December 2024, the Group had cash of £131.4 million from its continuing operations (2023: £55.9 million) and had undrawn banking facilities under the Debt Facility of £95 million (2023: £173 million), and at the date of this report has similar levels of liquidity which is expected to provide sufficient funds for the Group to discharge its liabilities as and when they fall due and ensure covenants are met.
Based on the above, the directors believe that it remains appropriate to prepare the financial statements on a Going Concern basis.
2.4. Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions.
2.5. Foreign Currencies
d) Functional and Presentation Currency
Items included in the Financial Statements are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). The Financial Statements are presented in Pounds Sterling, rounded to the nearest £000's, which is the Company's functional currency.
e) Transactions and Balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where such items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Income Statement. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Income Statement within 'finance income or costs'. An exception to this is when the borrowings exchange differences arise on monetary items that form part of the reporting entity's net investment in a foreign operation, in the consolidated financial statements the exchange gain or loss will be shown in other comprehensive income. All other foreign exchange gains and losses are presented in the Income Statement within 'Other net gains/(losses)'.
Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss. Translation differences on non-monetary financial assets measured at fair value, such as equities classified as available for sale, are included in other comprehensive income.
f) Group companies
The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
· assets and liabilities for each period end date presented are translated at the period-end closing rate;
· income and expenses for each Income Statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and
· all resulting exchange differences are recognised in other comprehensive income.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income. On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of monetary items receivable from foreign subsidiaries for which settlement is neither planned nor likely to occur in the foreseeable future, are taken to other comprehensive income. When a foreign operation is sold, such exchange differences are recognised in the Income Statement as part of the gain or loss on sale.
2.6. Intangible Assets
The Group measures goodwill as the fair value of the purchase consideration transferred including the recognised amount of any non-controlling interest in the acquiree, less the fair value of the identifiable assets acquired and liabilities assumed, all measured as of the acquisition date. If the total of consideration transferred, non-controlling interest recognised and previously held interest measured at fair value is less than the fair value of the net assets of the subsidiary acquired, in the case of a bargain purchase, the difference is recognised directly in the Income Statement.
As reported within the CEO's strategic report, a PPA was carried out to assess the fair value of the assets acquired in Bjorka Minerals, ST Investcija and the CRH Lime Acquisitions as at the completion date. As a result of this exercise, goodwill in Bjorka Minerals decreased from £10.6 million to £6.6 million with the corresponding movement being land and minerals and land and buildings. Goodwill in ST Investcija decreased from £3.6 million to £1.8 million with the corresponding movement being land and minerals. Goodwill in CRH Lime Acquisitions decreased from £406.1 million to £296 million with the corresponding movement being land and buildings, land and mineral reserves and plant and machinery. The current accounting policies regarding the subsequent treatment of intangible assets will apply to fair value uplift attributable to the PPA.
Amortisation is provided on intangible assets to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight-line basis at the following annual rates:
Goodwill
0%
Customer relations
7% - 12.5%
Intellectual property
10% - 12%
Research and Development
10% - 20%
Branding
5% - 10%
Other intangibles
10% - 20%
For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the entities, or group of entities, that are expected to benefit from the synergies of the combination. Goodwill is monitored at a Group level.
Goodwill is not amortised however impairment reviews are undertaken annually, or more frequently if events or changes in circumstances indicate a potential impairment. Forecast cash flows for each operating segment have been discounted at rates of 9.90 per cent to 10.34 per cent (2023: discounted at rates of 9.30 per cent to 12.24 per cent); which was calculated based on market participants' cost of capital and adjusted to reflect factors specific to each operating segment. When the carrying value of goodwill exceeds the recoverable amount (the higher of value in use and fair value less costs), an impairment is recognised immediately as an expense and is not subsequently reversed.
Other intangibles consist of capitalised development costs for assets produced that assist in the operations of the Group and earn revenue. Impairment reviews are performed annually. Where the benefit of the intangible ceases or has been superseded, these are written off to the Income Statement.
2.7. Property, Plant and Equipment
Property, plant and equipment is stated at cost, plus any PPA uplift, less accumulated depreciation and any accumulated impairment losses. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the Income Statement during the financial period in which they are incurred.
Depreciation is provided on all property, plant and equipment to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight-line basis at the following annual rates:
Office equipment
12.5% - 50%
Land and buildings
0% - 10%
Plant and machinery
4% - 33%
Furniture and vehicles
7.5% - 33.3%
Construction in progress
0%
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised within 'Other net gains/(losses)' in the Income Statement.
2.8. Land, Mineral Rights and Restoration Costs
Land, quarry development costs, which include directly attributable construction overheads and mineral rights are recorded at cost plus any PPA uplift. Land and quarry development are depreciated and amortised, respectively, using the units of production method, based on estimated recoverable tonnage.
Where the Group has a legal or constructive obligation for restoration of a site the expected costs of restoring this site is provided for on a discounted basis. The initial cost of creating this provision is capitalised within property, plant and equipment and depreciated over the life of the site. The provisions are discounted to their present value at a rate which reflects the time value of money and risks specific to the liability. Changes in the measurement of a previously capitalised provision are accordingly added or deducted from the value of the asset.
The depletion of mineral rights and depreciation of restoration costs are expensed by reference to the quarry activity during the period and remaining estimated amounts of mineral to be recovered over the expected life of the operation.
The process of removing overburden and other mine waste materials to access mineral deposits is referred to as stripping.
There are two types of stripping activity:
· Development stripping is the initial overburden removal during the development phase to obtain access to a mineral deposit that will be commercially produced.
· Production stripping relates to overburden removal during the normal course of production activities and commences after the first saleable minerals have been extracted from the component.
Development stripping costs are capitalised as a development stripping asset when:
· It is probable that future economic benefits associated with the asset will flow to the entity; and
· The costs can be measured reliably.
Production stripping can give rise to two benefits, the extraction of ore in the current period and improved access to the ore body component in future periods. To the extent that the benefit is the extraction of ore stripping costs are recognised as an inventory cost. To the extent that the benefit is improved access to future ore, stripping costs are recognised as a production stripping asset if the following criteria are met:
· It is probable that the future economic benefit (improved access to ore) will flow to the entity;
· The component of the ore body for which access has been improved can be identified; and
· The costs relating to the stripping activity can be measured reliably.
The development and production stripping assets are depreciated in accordance with units of production based on the proven and probable reserves of the relevant components. Stripping assets are classified as other minerals assets in property, plant and equipment.
2.9. Financial Assets
Classification
The Group's financial assets consist of loans and receivables. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.
(i) Financial Assets at Fair Value through Profit or Loss
Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Derivatives are also categorised as held for trading unless they are designated as hedges.
Assets in this category are classified as current assets if expected to be settled within 12 months; otherwise, they are classified as non-current.
(ii) Financial Assets at Fair Value through other comprehensive income
A financial asset is classified and subsequently measured at fair value through other comprehensive income if it meets the SPPI criterion and is managed in a business model in which assets are held both for sale and to collect contractual cash flows, or if an investment in an equity instrument is elected to be measured at fair value through other comprehensive income. Derivatives eligible for hedge accounting are classified as financial assets at fair value through other comprehensive income.
(iii) Loans and Receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. The Group's loans and receivables comprise trade and other receivables and cash and cash equivalents at the year-end.
Recognition and Measurement
Regular purchases and sales of financial assets are recognised on the trade date - the date on which the Group commits to purchasing or selling the asset. Financial assets carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are expensed in the Income Statement. Financial assets are derecognised when the rights to receive cash flows from the assets have expired or have been transferred, and the Group has transferred substantially all of the risks and rewards of ownership.
Loans and receivables are subsequently carried at amortised cost using the effective interest method.
Gains or losses arising from changes in the fair value of financial assets at fair value through profit or loss are presented in the Income Statement within "Other (Losses)/Gains" in the period in which they arise.
Derivative Financial Instruments
The majority of the Group's strategic hedging programme is delivered using executory contracts to forward purchase exchange contracts or commodities for our own use.
The Group uses financial instruments to manage financial risks associated with the Group's underlying business activities and the financing of those activities. The Group does not undertake any trading in financial instruments. Derivatives are initially recognised at fair value and subsequently remeasured in future periods at fair value. The gain or loss on remeasurement is recognised immediately in profit or loss, unless a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability. In this instance the effective part of any gain or loss is recognised in the consolidated statement of comprehensive income and in the revaluation reserve.
Amounts recorded in the revaluation reserve are subsequently reclassified to the consolidated income statement when the expense for the hedged transaction is actually recognised. To qualify for hedge accounting, the hedging relationship must meet several conditions with respect to documentation, probability of occurrence, hedge effectiveness and reliability of measurement.
At inception of the hedge relationship, the Group documents the economic relationship between hedging instruments and hedged items, including whether changes in the cash flows of the hedging instruments are expected to offset changes in the cash flows of hedged items. The Group documents its risk management objective and strategy for undertaking its hedge transactions.
The fair values of various derivative instruments used for hedging purposes are disclosed in Note 33. Movements on the revaluation reserve in shareholders' equity are shown in Note 30. The full fair value of a hedging derivative is classified as a non-current asset or liability if the remaining maturity of the hedged item is more than 12 months, and as a current asset or liability if the remaining maturity of the hedged item is less than 12 months. Trading derivatives are classified as a current asset or liability.
Impairment of Financial Assets
The Group assesses at the end of each reporting period whether there is the need to recognise loss allowances for expected credit losses on financial assets. These are measured at amortised cost. The Group measures loss allowances at an amount equal to lifetime expected credit losses, except for bank balances for which credit risk has not increased significantly since initial recognition, which are measured as 12-month expected credit loss.
The loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred), discounted at the financial asset's original effective interest rate.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor's credit rating), the reversal of the previously recognised impairment loss is recognised in the Income Statement.
2.10. Inventories
Inventories are initially recognised at cost, and subsequently at the lower of cost and net realisable value, which is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of overheads based on normal operating capacity.
Weighted average cost is used to determine the cost of ordinarily interchangeable items.
2.11. Trade Receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. Trade receivables are amounts due from third parties in the ordinary course of business. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets.
Trade receivables - factoring
The carrying amounts of the trade receivables excludes receivables which are subject to a factoring arrangement. Under this arrangement, the Group has transferred the relevant receivables to the factor in exchange for cash without recourse. Therefore, it doesn't recognise the transferred assets in their entirety in its balance sheet.
The value of factored receivables at each year end are as follows:
31 December 2024
31 December 2023
£'000
£'000
Total factoring
6,039
5,927
2.12. Cash and Cash Equivalents
Cash and cash equivalents comprise cash at bank and in hand and are subject to an insignificant risk of changes in value.
2.13. Share Capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
2.14. Reserves
Share Premium - the reserve for shares issued above the nominal value. This also includes the cost of share issues that occurred during the year.
Retained Earnings - the retained earnings reserve includes all current and prior periods retained profit and losses.
Share Option Reserve - represents share options awarded by the Company.
Other Reserves comprise the following:
Capital Redemption Reserve - the amount equivalent to the nominal value of shares redeemed by the Group.
Foreign Currency Translation Reserve - represents the translation differences arising from translating the financial statement items from functional currency to presentational currency.
Deferred Shares - are shares that effectively do not have any rights or entitlements.
Capital Reserve - represents cash that can be used for future expenses or to offset any capital losses.
Revaluation Reserve - represents the changes of values in certain assets and includes derivative instruments used for cash-flow hedging
2.15. Financial Liabilities
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group's financial liabilities include trade and other payables and loans.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as defined by IFRS 9. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognised in the statement of profit or loss and other comprehensive income.
Trade and other payables
After initial recognition, trade and other payables are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the statement of profit or loss and other comprehensive income when the liabilities are derecognised, as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR.
The EIR amortisation is included as finance costs in the statement of profit or loss and other comprehensive income.
Bank and Other Borrowings
Interest-bearing bank loans and overdrafts and other loans are recognised initially at fair value less attributable transaction costs. All borrowings are subsequently stated at amortised cost with the difference between initial net proceeds and redemption value recognised in the Income Statement over the period to redemption on an effective interest basis.
Derecognition
A financial liability is derecognised when the associated obligation is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit or loss and other comprehensive income.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
Financial liabilities included in trade and other payables are recognised initially at fair value and subsequently at amortised cost.
2.16. Trade Payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
2.17. Provisions
The Group provides for the costs of restoring a site where a legal or constructive obligation exists. The estimated future costs for known restoration requirements are determined on a site-by-site basis and are calculated based on the present value of estimated future costs.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, considering the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material). The increase in provisions due to the passage of time is included in the Consolidated Income Statement.
2.18. Taxation
Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
Deferred tax is recognised using the liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.
In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets (including those arising from investments in subsidiaries), are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.
Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries only to the extent that it is probable the temporary difference will reverse in the future and there is sufficient taxable profit available against which the temporary difference can be used.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
Deferred tax is calculated at the tax rates (and laws) that have been enacted or substantively enacted by the statement of financial position date and are expected to apply to the period when the deferred tax asset is realised, or the deferred tax liability is settled.
Deferred tax assets and liabilities are not discounted.
2.19. Non-underlying Items
Non-underlying items are a non-UK IAS measure, but the Group have disclosed these separately in the financial statements, where it is necessary to do so to provide further understanding of the financial performance of the Group. They are items that are not expected to be recurring or do not relate to the ongoing operations of the Group's business and non-cash items which distort the underlying performance of the business.
2.20. Revenue Recognition
Group revenue arises from the sale of goods and contracting services. Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods or services supplied in course of ordinary business, stated net of discounts, returns and value added taxes. The Group recognises revenue in accordance with IFRS 15, identifying performance obligations within its contracts with customers, determining the transaction price applicable to each of these performance obligations and selecting an appropriate method for the timing of revenue recognition, reflecting the substance of the performance obligation at either a point in time or over time.
Sale of goods
Most of the Group's revenue is derived from the sale of physical goods to customers. Depending on whether the goods are delivered to or collected by the customer, the contract contains either one performance obligation which is satisfied at the point of collection, or two performance obligations which are satisfied simultaneously at the point of delivery. The performance obligation of products sold are transferred according to the specific terms that have been formally agreed with the customer, generally upon delivery when the bill of lading is signed as evidence that they have accepted the product delivered to them.
The transaction price for this revenue is the amount which can be invoiced to the customer once the performance obligations are fulfilled, reduced to reflect provisions recognised for returns, trade discounts and rebates. The Group does not routinely offer discounts or volume rebates, but where it does the variable element of revenue is based on the most likely amount of consideration that the Group believes it will receive. This value excludes items collected on behalf of third parties, such as sales and value added taxes.
For all sales of goods, revenue is recognised at a point in time, being the point that the goods are transferred to the customer.
Contracting services
The majority of contracting services revenue arises from contract surfacing work, which typically comprises short-term contracts with a performance obligation to supply and lay product. Other contracting services revenue can contain more than one performance obligation dependent on the nature of the contract.
The transaction price is calculated as consideration specified by the contract, adjusted to reflect provisions recognised for returns, remedial work arising in the normal course of business, trade discounts and rebates.
Where the contract provides for elements of variable consideration, these values are included in the calculation of the transaction price only to the extent that it is 'highly probable' that a significant reversal in the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is resolved. Where the transaction price is allocated between multiple performance obligations on other contracts, this typically reflects the allocation of value to each performance obligation agreed with the end customer, unless this does not reflect the economic substance of the transaction.
Performance obligations for contracting services are satisfied over time. Revenue is therefore recognised over time on an output basis, being volume of product laid for contract surfacing. As the performance obligations relating to contracting revenues have an expected duration less than 12 months, the Group has taken the practical expedient on the performance obligations disclosures.
2.21. Finance Income
Interest income is recognised using the effective interest method.
2.22. Employee Benefits - Defined contribution plans
The Group maintains defined contribution plans for which the Group pays fixed contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis and will have no legal or constructive obligation to pay further amounts. The Group's contributions to defined contribution plans are charged to the Income Statement in the period to which the contributions relate.
2.23. Employee Benefits - Defined benefit plans
The Group's net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of the future benefit that employees have earned in the current and prior periods, discounting the amount and deducting the fair value of any plan assets.
Defined benefit obligations are calculated annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in other comprehensive income. The Group determines the net interest expense (income) for the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense relating to defined benefit plans are recognised in profit or loss in net financial items.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on the curtailment is recognised immediately in the profit or loss. The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.
2.24. Share Based Payments
The Group operates a number of equity-settled, share-based schemes, under which the entity receives services from employees or third-party suppliers as consideration for equity instruments (options and warrants) of the Group. The fair value of the third-party suppliers' services received in exchange for the grant of the options is recognised as an expense in the Consolidated Income Statement or charged to equity depending on the nature of the service provided. The value of the employee services received is expensed in the Income Statement and its value is determined by reference to the fair value of the options granted:
· including any market performance conditions;
· excluding the impact of any service and non-market performance vesting conditions (for example, profitability or sales growth targets, or remaining an employee of the entity over a specified period); and
· including the impact of any non-vesting conditions (for example, the requirement for employees to save).
Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total expense or charge is recognised over the vesting period, which is the period over which all specified vesting conditions are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the Income Statement or equity as appropriate, with a corresponding adjustment to a separate reserve in equity.
When the options are exercised, the Company issues new shares. The proceeds received, net of any directly attributable transaction costs, are credited to share capital (nominal value) and share premium when the options are exercised.
2.25. Discontinued Operations
A discontinued operation is a component of the Group's business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which:
· represents a separate major line of business or geographic area of operations;
· is part of a single co-ordinated plan to dispose of a separate major line of business or geographic area of operations; or
· is a subsidiary acquired exclusively with a view to re-sale.
Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held-for-sale. The Group operates several business units which are constantly reviewed to ensure profitability.
On 13 December 2024, the Group sold BMix, Goijens with an option to sell Beton. As a result, these businesses have been classed as a discontinued operation.
2.26. Leases
The Group leases certain plant and equipment. Leases of plant and equipment where the Group has substantially all the risks and rewards of ownership are classified as Right-of-use assets and lease liability under IFRS 16.
Right-of-use assets are measured at cost, comprising the initial amount of the lease liability adjusted for any lease prepayments, plus initial direct costs, less any lease incentives received. Right-of-use assets are depreciated using the straight-line method from the start of the lease to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
Each lease payment is allocated between the liability and finance charges. The corresponding rental obligations, net of finance charges, are included in long-term and short-term borrowings and are measured at the present value of future lease payments, discounted at the Group's incremental borrowing rate and adjusted for time value of money. The interest element of the finance cost is charged to the Income Statement over the lease period to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The lease liabilities are shown in Note 24.
The Group elects to apply the exemptions, permitted by IFRS 16, for lease assets and liabilities regarding short-term and low-value leases. Charges recognised in the consolidated income statement in respect of these leases are not significant to the Group.
3. Financial Risk Management
3.1. Financial Risk Factors
The Group and Company's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group and Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group and Company's financial performance.
Risk management is carried out by the UK based management team under policies approved by the Board of Directors.
a) Market Risk
The Group is exposed to market risk, primarily relating to interest rate, foreign exchange and commodity prices. The Group has not sensitised the figures for fluctuations in interest rates, foreign exchange or commodity prices as the Directors are of the opinion that these fluctuations would not have a significant impact on the Financial Statements at the present time. The Group has a strong focus on operational gearing, allowing it to be flexible during economically disruptive events however the Directors will continue to assess the effect of movements in market risks on the Group's financial operations and initiate suitable risk management measures where necessary.
The Group has assessed the impact of the Interest Rate Benchmark Reform and confirms that it is not materially affected by the transition away from interbank offered rates (IBORs) or any other benchmark interest rate changes. The Group's Debt Facility is designated in EURs and therefore subject to interest based on the EURIBOR rate.
The Group will continue to monitor regulatory developments and market practices related to benchmark interest rate transitions to ensure compliance with any future requirements.
b) Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises from cash and cash equivalents, derivative financial instruments and, principally, from the Group's receivables from customers.
Management monitors the exposure to credit risk on an ongoing basis and have credit insurance at a number of the Group's subsidiaries. The Nordkalk and Fel's entities don't hold credit insurance as they have a stable customer base with minimal credit losses. No credit limits were exceeded during the period, and management does not expect any losses from non-performance by these counterparties.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:
31 December 2024
31 December 2023
£'000
£'000
Trade and other receivables
171,929
102,432
Cash and cash equivalents
131,356
55,872
303,285
158,304
Credit risk associated with cash balances is managed and limited by transacting with financial institutions with high-quality credit ratings.
Trade and other receivables
The Group's exposure to credit risk stems mainly from the individual characteristics of each customer. However, management also considers the factors that could influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate.
The Group has established a credit policy under which each new customer is analysed individually for creditworthiness, before the Group's standard payment and delivery terms and conditions are offered to the customer. The Group's review includes external ratings, when available, and in some cases bank references.
Most of the Group's customers have been trading with the Group for years, and no major credit losses have occurred with these customers. Credit risk is monitored by grouping customers according to their credit characteristics, including whether they are individuals or legal entities and whether they are wholesale, retail or end-user customers, as well as by geographic location, industry and the existence of previous financial difficulties.
The maximum exposure to credit risk for trade and other receivables by reportable segment, was:
31 December 2024
31 December 2023
£'000
£'000
UK & Ireland
43,619
20,350
Western Europe
19,043
23,554
Nordics
48,978
38,276
Central Europe
42,646
20,252
Corporate
17,643
-
171,929
102,432
Impairment
At the reporting date the ageing of the trade receivables that were not impaired, were as follows.
31 December 2024
31 December 2023
£'000
£'000
Total trade receivables
135,410
85,033
Not overdue
105,795
66,536
Overdue 1 - 30 days
18,905
15,286
Overdue 31 - 60 days
6,064
1,646
Overdue 61 - 90 days
1,433
495
More than 90 days
5,321
1,573
Impairment loss recognised
(2,107)
(503)
Provisions for impairment of trade and other receivables are calculated on a lifetime expected loss model in line with the simplified approach available under IFRS 9 for Trade Receivables. The key inputs in determining the level of provision are the historical level of bad debts experienced by the Group and ageing of outstanding amounts. Movements during the year were as follows:
31 December 2024
31 December 2023
£'000
£'000
At 1 January
713
382
Amounts arising from business combinations
1,107
-
Charged to the Consolidated income statement during the year
102
177
Movement in provision
185
154
2,107
713
Derivatives
Subsidiary currency risks are hedged by the parent or ultimate parent acting as counterparty in currency forward deals. External currency hedging is performed by finance and treasury functions as appropriate. In such deals, the counterparty is a bank or financial institution with a rating at least Baa3 from Moody's rating agency. A comparable credit rating from a reputable credit rating agency is acceptable. Exceptions may be granted on an individual basis in rare cases where a bank is chosen for geographical reasons but does not fulfil the stipulated rating criteria.
Items hedged against are CO2 emission rights, forecast energy consumption, loans in foreign currency and forecast earnings.
c) Currency Risk
The Group is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales and purchases are denominated and the respective functional currencies of Group companies. The functional currencies of Group companies are primarily the Pound, the Euro, the Polish Zloty (PLN), the Czech Koruna (CZK) and the Swedish Krona (SEK). The currencies in which these transactions are primarily denominated are GBP, CZK, EUR, PLN, and SEK. Additional exposures may arise from purchase of fuel in USD.
At any point in time, the Group hedges on average 60 to 100 per cent of its estimated foreign currency exposure in respect of forecast sales and purchases over the following 12-18 months. The Group uses forward exchange contracts to hedge its currency risk, with a maturity of up to 12 months from the reporting date.
Borrowings are, with a few exceptions, denominated in the subsidiaries' domestic currencies.
In respect of other monetary assets and liabilities denominated in foreign currencies, the Group's policy is to ensure that its net exposure remains at an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances.
Exposure to currency risk
Currency risk sensitivity to a +/- 10 per cent change in the exchange rate is shown for the net currency position per currency. The summary of quantitative data relating to the Group's exposure to currency risk as reported to the Group management is as follows.
2024
GBP thousand
USD
SEK
NOK
PLN
EUR
CZK
Net exposure
(430)
24,524
(3,988)
1,297
27,960
9,642
Hedged
7,693
(18,022)
2,967
1,159
-
-
Net exposure
7,263
6,503
(1,021)
2,456
27,960
9,642
Sensitivity analysis (+/- 10%)
726
650
(102)
245
2,796
964
d) Liquidity Risk
The Group's continued future operations depend on the ability to raise sufficient working capital through the issue of equity share capital or debt. The Directors are reasonably confident that adequate funding will be forthcoming with which to finance operations owing to the continued support of the lenders and a history of successful capital raises. Controls over expenditure are carefully managed.
2024
1-12 months
1-2 years
2-5 years
More than 5 years
Contractual cash flows
£'000
£'000
£'000
£'000
Non-derivative financial liabilities
Loans
54,568
121,588
415,328
-
Trade & other payables
285,476
160
70,622
84,248
340,044
121,748
485,950
84,248
Future forecast finance charges
1,924
1,824
4,791
10,469
341,968
123,572
490,741
94,717
Derivative financial liabilities
Forward exchange contracts used for hedging
264
-
-
-
Electricity hedges
1,079
-
-
-
1,343
-
-
-
The outflows disclosed in the above tables represent the contractual discounted and undiscounted cash flows relating to derivative financial liabilities held for risk management purposed and which are not usually closed out before contractual maturity. The only discounted cash flows in the above table is the deferred consideration owing on the CRH Lime Acquisitions.
The interest payments on the variable interest rate loans in the table above reflect market forward interest rates at the reporting date and these amounts may change in line with changes in market interest rates. The future cash flows from derivative instruments may differ from the amount in the above table as interest rates and exchange rates change. Except for these financial liabilities, it is not expected that the cash flows included in the maturity analysis could occur significantly earlier or at significantly different amounts.
3.2. Capital Risk Management
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern, to enable the Group to continue its construction material investment activities, and to maintain an optimal capital structure to reduce the cost of capital.
To maintain or adjust the capital structure, the Group may adjust the issue of shares or sell assets to reduce debts.
Under the Group's New Debt Facilities, which has a carrying amount of £584.7 million (2023: 203.6 million), the Group is subject to covenants which are tested monthly and certified quarterly. These covenants are:
· Group interest cover ratio set at a minimum of 3.5 times EBITDA while the Bridge Loan remains outstanding and then 4.0 times thereafter; and
· A maximum adjusted leverage ratio, which is the ratio of total net debt, including further borrowings such as deferred consideration, to adjusted EBITDA, of 3.95x in 2024.
As of 31 December 2024, the Group comfortably complied with its bank facility covenants under the terms of the debt facility agreement.
There are no indications that the Group would have difficulties complying with the covenants in the future.
The Group defines capital based on the total equity of the Company. The Group monitors its level of cash resources available against future planned operational activities and the Company may issue new shares in order to raise further funds from time to time.
The gearing ratio on 31 December 2024 is as follows:
Consolidated
31 December 2024
31 December 2023
£'000
£'000
Total borrowings (Note 24)
641,832
238,296
Less: Cash and cash equivalents from continuing operations (Note 22)
(131,356)
(55,872)
Net debt
510,476
182,424
Total equity
754,468
514,884
Total capital
1,264,944
697,308
Gearing ratio
0.40
0.26
4. Critical Accounting Estimates
The preparation of the Financial Statements, in conformity with UK IASs, requires management to make estimates, assumptions and judgements that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amount of expenses during the year. Actual results may vary from the estimates used to produce these Financial Statements.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant items subject to such estimates, assumptions and judgements include, but are not limited to:
a) Land and Mineral Reserves
The determination of fair values of land and mineral reserves are carried out by appropriately qualified persons in accordance with the Appraisal and Valuation standards published by the Royal Institution of Chartered Surveyors. To determine the reserves, management will engage an independent volume and tonnage assessment, which involves a topographic survey of the quarry working, conducted in 3 dimensions for the date of the assessment using a computer aided design (CAD) system and a series of theoretical computer-generated models, taking into account geotechnical and hydrogeological factors, as well as ensuring that there is a practical extraction plan so that all the rock can be recovered. This produces a removal of overburden model and removal of mineral model.
Following this, the volume of reserves is calculated and converted to tonnes by multiplying the volume by the density of the mineral. This process is based upon factors such as estimates of commodity prices and geological assumptions and judgements. Additional estimates include future capital requirements and production costs.
The PPAs included the revaluation of land and minerals based on the estimated remaining reserves within St John's, Les Vardes, Aberdo, Carrières du Hainaut, Harries, Nordkalk, JQG, Fels, Vapenka Vitosov and Clogrennane. These are then valued based on the estimated remaining life of the mines and the net present value for the price per tonnage.
b) Estimated Impairment of Goodwill
Goodwill arising on business combinations is not amortised but is reviewed for impairment on an annual basis, or more frequently if there are indications that the goodwill may be impaired. Goodwill is allocated to groups of cash generating units according to the level at which management monitor that goodwill, which is at the level of operating segments.
Where the carrying value exceeds the estimated recoverable amount (being the greater of fair value less costs and value-in-use), an impairment loss is recognised by writing down goodwill to its recoverable amount. When an impairment is recognised as an expense, it is not subsequently reversed.
To assess the value-in-use, the net cash flow forecasts are extrapolated using long-term growth rates to determine the terminal value. These net cash flow forecasts reflect volumes, sales prices, cost of sales and administration costs assumptions in addition to other cash flow movements. Future cash flows, including the terminal value, are discounted to their present value using a pre-tax discount rate takes into account the current market assessments of the time value of money and the certain risks for which the future cash flow estimates have not been adjusted. The future cash flow estimates exclude net cash movement attributable to financing activities and income tax.
The impairment test process requires management to make significant judgements and estimates regarding the valuation models, discount rates used, and future cash flows projected to be generated by the operating segment to which goodwill has been allocated. Further information on the impairment assessment and key assumptions used is detailed in Note 17.
The PPA assessments provide a reduction to the goodwill for each operating segment via the fair value assessment of the assets acquired in new entities as at the completion date.
Goodwill has a carrying value of £446.9 million as at 31 December 2024 (31 December 2023: £169.7 million). Management has concluded that an impairment charge was not necessary to the carrying value of goodwill for the period ended 31 December 2024 (31 December 2023: £nil). See Note 2.6 to the Financial Statements.
c) Restoration Provision
The Group's provision for restoration costs is an accounting estimate and has a carrying value at 31 December 2024 of £50 million (31 December 2023: £7.9 million) and relate to the removal of the plant and equipment held at quarries in the UK & Ireland, Central Europe and Nordics.
The cost of removal is a judgement determined by management for the removal and disposal of the machinery at the point at which the reserves are no longer available for business use. Management judgements are based on a site-by-site basis on the evaluation of available information such as prior experience and current laws and regulations. There are a number of uncertainties which may impact management's judgements including change in governments, laws and regulations, unknown factors and changes in technology.
The restoration provision is a commitment to restore the site to a safe and secure environment. These provisions are reviewed annually.
d) Recognition of deferred tax assets
Uncertainty exists related to the availability of future taxable profit against which tax losses carried forward can be used, however deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profits will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based on the likely timing and level of future taxable profits, together with future tax planning strategies. Further information on income taxes is disclosed in Note 15.
e) Fair value of financial instruments
The fair values of financial instruments that cannot be determined based on quoted market prices and rates are established using different valuation techniques. The Group uses judgement to select methods and make assumptions that are mainly based on market conditions existing at the end of the reporting period. Factors regarding valuation techniques and their assumptions could affect the reported fair values. Further information on fair value of financial instruments is disclosed in Note 33.
5. Dividends
No dividend has been declared or paid by the Company during the year ended 31 December 2024 (2023: nil).
6. Segment Information
Management has determined the operating segments based on reports reviewed by the Board of Directors that are used to make strategic decisions. During the periods presented the Group has four geographical regions, UK & Ireland which comprises of UK Lime, UK Stone, Irish Lime and UK Products; Western Europe which comprises of Belgian Stone and Belgian Products; Central Europe which comprises of German Lime, Czech Lime, Polish Lime, Polish Stone and Development and Nordics with comprises of Nordic Lime and Nordic Stone. Activities in the UK & Ireland, Western Europe, Central Europe and Nordics regions relate to the production of minerals and sale of materials, products and services.
31 December 2024
UK & Ireland
Western Europe
Nordics
Central Europe
Corporate
Total
£'000
£'000
£'000
£'000
£'000
£'000
Revenue (continued operations)
232,370
62,475
264,269
403,170
222
962,506
Depreciation & Amortisation
16,561
6,625
17,945
30,699
232
72,062
Net finance (expense)/income
1,327
265
638
2,463
48,126
52,819
Underlying Profit from operations per reportable segment
42,119
8,628
39,886
84,099
(14,103)
160,629
Additions to non-current assets
180,512
(967)
(34,854)
802,452
7,258
954,402
Reportable segment non-current assets
370,233
120,500
387,595
839,059
10,172
1,727,558
Reportable segment assets
457,921
152,473
506,111
985,065
46,852
2,148,422
Reportable segment liabilities
109,220
68,803
103,652
494,096
618,978
1,394,750
Segment information has been provided on continued operations for income statement items. Discontinued operations assets and liabilities are included in the Western Europe region. For further information on discontinued operations, please refer to N ote 14.
31 December 2023
UK & Ireland
Western Europe
North
Central Europe
Corporate
Total
£'000
£'000
£'000
£'000
£'000
£'000
Revenue
142,293
59,570
266,194
73,382
212
541,651
Depreciation & Amortisation
10,373
4,392
18,368
4,514
193
37,840
Net finance (expense)/income
374
112
125
155
15,036
15,802
Underlying Profit from operations per reportable segment
23,919
11,780
35,278
19,233
(11,833)
78,377
Additions to non-current assets
12,757
20,375
4,236
1,211
486
39,065
Reportable segment non-current assets
189,721
121,467
422,449
36,606
2,476
772,718
Reportable segment assets
235,894
157,524
546,735
62,778
12,329
1,015,261
Reportable segment liabilities
46,594
42,174
151,073
19,687
240,849
500,377
7. Revenue
Consolidated
31 December 2024
31 December 2023
Continued Operations
£'000
£'000
High-grade minerals
683,417
209,651
Aggregates
115,004
138,168
Value-add products
164,085
193,832
962,506
541,651
The revenue figures above relate to continuing operations, including discontinued operations, total revenue for 2024 was £997.6 million and 2023 was £580.3 million.
In prior years revenue was disclosed by upstream products, value added products and value-added services and now management has concluded that revenue is to be disclosed, high-grade minerals, aggregates and value add products, to provide better clarity for the end user and align the way the Group refers to revenue throughout the annual report.
High-grade minerals revenue relates to the sale of minerals to be used for industrial purposes and includes limestone powder, quicklime, ground calcium carbonate and aggregates. These revenues are recognised at a point in time as the product is transferred to the customer, except for contracting and similar services where revenue is recognised over time.
Construction minerals revenue relates to essential materials in the building industry, comprising sand, gravel, crushed stone and recycled concrete. These revenues are recognised in the same way as high-grade mineral revenues.
Value added products is the sale of finished goods that have undertaken a manufacturing process within each of the subsidiaries. These revenues are recognised in the same way as high-grade mineral revenues.
The Group contracting services revenue for the year ended 31 December 2024 was £26.4 million (2023: £27 million). Refer to Note 2.20 for further information on contracting services.
8. Expenses by Nature
Consolidated
31 December 2024
31 December 2023
£'000
£'000
Cost of sales
Changes in inventories of finished goods and work in progress
12,074
9,210
Raw materials & production
315,048
172,831
Distribution & selling expenses
90,571
40,724
Employees & contractors
183,987
118,951
Maintenance expense
39,274
23,870
Plant hire expense
6,632
6,466
Depreciation & amortisation expense
72,062
37,840
Other costs of sale
14,286
8,204
Total cost of sales
733,934
418,096
Administrative expenses
Operational admin expenses
102,077
48,724
Corporate admin expenses
43,547
38,915
Total administrative expenses
145,624
87,639
Corporate administrative expenses include £17 million (2023: £36.6 million) of non-underlying expenses. Refer to Note 11 for more information.
Restructuring costs of £25 million are included throughout the cost of sales and administrative expenses. Refer to Note 11 for more information.
During the year the Group (including its overseas subsidiaries) obtained the following services from the Company's auditors and its associates:
Consolidated
31 December 2024
31 December 2023
£'000
£'000
Fees payable to the Company's auditor and its associates for the audit of the Company and Consolidated Financial Statements
484
533
Fees paid or payable to the Company's auditor and its associates for reporting accountant services associated with the readmission of the Company trading on AIM
-
600
484
1,133
9. Employee Benefits Expense
Consolidated
Company
31 December 2024
31 December 2023
31 December 2024
31 December 2023
Staff costs (excluding directors)
£'000
£'000
£'000
£'000
Salaries and wages
148,525
94,227
4,678
4,265
Post-employment benefits
1,726
401
128
81
Social security contributions and similar taxes
12,188
3,852
1,005
1,051
Other employment costs
10,966
7,099
-
-
Share based payments
4,555
3
425
3
177,960
105,582
6,236
5,400
Consolidated
Company
31 December 2024
31 December 2023
31 December 2024
31 December 2023
Average number of FTE employees by function
#
#
#
#
Management
116
68
8
7
Operations
2,527
1,655
-
-
Administration
508
370
8
5
3,151
2,093
16
12
10. Directors' Remuneration
For the period ended 31 December 2024
Directors' fees
Bonus
Taxable benefits
Pension benefits
Total
£'000
£'000
£'000
£'000
£'000
Executive Directors
David Barrett
390
488
-
40
918
Garth Palmer
390
488
-
40
918
Max Vermorken
550
688
-
40
1,278
Non-executive Directors
Timothy Hall
70
-
-
-
70
Simon Chisholm
70
-
-
7
77
Jacques Emsens
70
-
-
-
70
Axelle Henry
70
-
-
-
70
Peter Johnson (1)
50
-
-
-
50
Francesca Medda (2)
50
-
-
-
50
1,710
1,664
-
127
3,501
For the period ended 31 December 2023
Directors' fees
Bonus
Taxable benefits
Pension benefits
Total
£'000
£'000
£'000
£'000
£'000
Executive Directors
David Barrett
375
469
15
22
881
Garth Palmer
375
469
15
33
892
Max Vermorken
475
594
15
48
1,132
Non-executive Directors
Timothy Hall
50
-
-
-
50
Simon Chisholm
50
-
-
5
55
Jacques Emsens
50
-
-
-
50
Axelle Henry (1)
50
-
-
-
50
1,425
1,532
45
108
3,110
(1) Appointed on 12 April 2024
The bonuses earned in the year by the Directors reflect the performance of the business, were based on industry standard criteria taking into account external market data, were recommended by the Remuneration Committee and approved by the Board.
11. Non-underlying Items
Consolidated
31 December 2024
31 December 2023
£'000
£'000
Acquisition related expenses
16,832
25,907
Amortisation and remeasurement of acquired assets
9,452
6,572
Amortisation of finance costs
5,864
1,085
Restructuring expenses
24,999
3,691
Share option expense
6,942
4,001
Unwinding of discount on deferred consideration
2,942
443
Net other non-underlying expenses & gains
2,482
368
69,513
42,067
Under IFRS 3 - Business Combinations, acquisition costs have been expensed as incurred. Additionally, the Group incurred additional costs associated with obtaining debt financing, including advisory fees to restructure.
Acquisition related expenses include exclusivity, advisor, consulting, legal fees, accounting fees, insurance and other direct costs relating to acquisitions. During the year the Group finalised the acquisition of CRH's European lime and industrial limestone assets which comprises the vast majority of the costs incurred during the year. Deal 1 completed on 4 January 2024, Deal 2 on 26 March 2024 and Deal 3 on 2 September 2024.
Amortisation and remeasurement of acquired assets are non-cash items which distort the underlying performance of the businesses acquired. Amortisation of acquired assets arise from certain fair value uplifts resulting from the PPA. Remeasurement of acquired assets arises from ensuring assets from acquisitions are depreciated in line with Group policy. These are net of the deferred tax liability unwind on the asset fair value uplift.
Restructuring expenses relate to the reorganisation and integration of recently acquired subsidiaries, including costs associated with site optimisation, transitional salary costs, redundancies, severance & recruitment fees, and costs associated with financial reporting and system migrations.
Share option expense is the fair value of the LTIP's issued in 2021 and share options issued on 4 January 2024, refer to Note 29 more information.
Unwinding of discount on deferred consideration is a non-cash adjustment relating to deferred consideration arising on acquisitions.
Amortisation of finance costs is the amortisation of borrowing costs on the Syndicated Senior Credit Facility. These costs are amortised over a 5-year period.
Net other non-underlying expenses and gains include other advisory fees and other associated costs.
12. Net Finance Income/(Expense)
Consolidated
31 December 2024
31 December 2023
£'000
£'000
Net interest expense
(44,370)
(14,759)
Dividends
357
423
Other finance expense
(5,864)
(1,023)
Unwinding of discount on deferred consideration
(2,942)
(443)
(52,819)
(15,802)
13. Other Net Gains/(Losses)
Consolidated
31 December 2024
31 December 2023
£'000
£'000
Gain/(losses) on disposal of property, plant and equipment
317
3,032
Other gain/(loss)
388
83
Gain/(loss) on call options
-
(306)
Gain on disposal of subsidiary (refer to Note 14)
9,804
-
Share of earnings from joint ventures
316
596
Fair value gain on EBT shares
4,937
-
Forex movement
(1,402)
(300)
14,360
3,105
14. Discontinued Operations
In December 2024, the Group disposed of non-core Belgian and French concrete plants, Bmix, Goijens and with the option to sell Beton. The disposal of BMix and Goijens completed in December with Beton due to close in 2025.
Sale of subsidiary
31 December 2024 £'000
31 December 2023 £'000
Total consideration received
30,388
-
Carrying amount of net assets sold
(12,553)
-
Repayment of loan
(8,031)
-
Gain on sale
9,804
-
Financial information relating to the discontinued operation for the period is set out below.
Income statement
31 December 2024 £'000
31 December 2023 £'000
Revenue
35,108
38,634
Cost of sales
(29,706)
(31,276)
Gross profit
5,402
7,358
Administration
(3,541)
(2,518)
Other expenses
(580)
(62)
Corporations tax
(603)
(868)
Profit from discontinued operation
678
3,910
FX translation reserve
(6)
(7)
Total comprehensive income from discontinued operation
672
3,903
Basic earnings per share attributable to owners of the parent (expressed in pence per share)
0.06
0.57
Cash movement
31 December 2024 £'000
31 December 2023 £'000
Net cash outflow from operating activities
4,191
4,596
Net cash inflow from investing activities
(2,058)
(15,519)
Net cash inflow from financing activities
349
6,382
Net increase / (decrease) in cash generated by the subsidiary
2,482
(4,541)
Balance Sheet
31 December 2024
31 December 2023
£'000
£'000
Non-current assets as held for sale
Property, plant and equipment
1,336
10,248
Intangible assets
2,705
2,230
Other receivables
16
16
4,057
12,494
Current Assets as held for sale
Trade and other receivables
1,804
9,755
Inventories
367
1,170
Cash and cash equivalents
944
3,594
3,115
14,519
Total assets
7,172
27,013
Non-current liabilities as held for sale
Deferred tax liability
-
16
-
16
Current liabilities as held for sale
Trade and other payables
1,433
7,381
Current tax payable
110
611
1,543
7,992
Total liabilities
1,543
8,008
Net assets of the disposal group
5,629
19,005
15. Taxation
Consolidated
31 December 2024
31 December 2023
Tax recognised in Consolidated Income Statement
£'000
£'000
Current tax
20,266
8,833
Deferred tax
(3,735)
1,578
Total tax charge in the Income Statement
16,531
10,411
Consolidated
31 December 2024
31 December 2023
Recognised within the consolidated statement of Comprehensive Income
£'000
£'000
Deferred tax - retirement benefit obligations
9
8
Deferred tax - cash flow hedges
195
1,379
Total tax recognised within the Consolidated Statement of Comprehensive Income
204
1,387
The differences between the total tax charge and the amount calculated by applying the standard UK corporation tax of 23.52% (2022: 19%) to the profit before tax of the Group are as follows:
Consolidated
31 December 2024
31 December 2023
£'000
£'000
Profit on ordinary activities before tax
44,489
23,219
Current tax using the UK corporation tax rate of 25% (2023: 19.00%)
11,146
5,804
Effects of:
Expenses not deductible
7,860
5,405
Income not taxable
(6,179)
(2,228)
Deferred tax not recognised
8,710
2,169
Adjustment to tax charge in respect of prior periods
(1,392)
784
Effect of overseas tax rates
(3,639)
(1,238)
Changes in tax rates
25
(192)
Change to tax for discontinued operations
-
(93)
Tax charge
16,531
10,411
Legislation to increase the rate of corporation tax in the UK from 1 April 2023 was substantially enacted on 24 May 2021.
On 20 June 2023, Finance (No.2) Act 2023 was substantively enacted in the UK, introducing a global minimum effective tax rate of 15%. The legislation implements a domestic top-up tax and a multinational top-up tax, effective for accounting periods starting on or after 31 December 2023. However, this legislation does not apply to the Group in the financial year beginning 1 January 2024 as its consolidated revenue does not meet the legislation requirements of being greater than €750m in two of the four preceding years. The Group will continue to monitor the legislation in future years.
Deferred Tax Asset
Tax losses
Temporary timing differences
Total
£'000
£'000
£'000
At 1 January 2024
14
24
38
Reclassification
-
-
-
Charged directly to income statement
-
293
293
At 31 December 2024
14
317
331
Deferred Tax Liability
Tax losses
Temporary timing differences
Total
£'000
£'000
£'000
As at 1 January 2024
(2,194)
74,413
72,219
Disposals
-
(1,072)
(1,072)
Acquisition of subsidiary
-
143,948
143,948
Charged/(Credited) directly to income statement
1,907
(4,825)
(2,918)
Amount charged/(Credited) to OCI
-
(195)
(195)
Amount charged/(Credited) to equity
-
(957)
(957)
Effect of movements in foreign exchange
12
(14,749)
(14,737)
At 31 December 2024
(275)
196,563
196,288
Deferred tax assets and liabilities are offset to the extent that there is a legally enforceable right to offset current tax assets against current tax liabilities.
Deferred tax assets in relation to losses of £3.5 million (2023: £3.6 million) and other temporary differences including corporate interest restriction of £11.7 million (2023 : £6.1 million) have not been recognised due to uncertainty over their recoverability.
16. Property, Plant and Equipment
Consolidated
Office Equipment
Land and minerals
Land and buildings
Plant and machinery
Vehicles
Right of use
Construction in progress
Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Cost
As at 1 January 2023
5,093
436,420
158,894
325,213
22,525
39,434
11,695
999,274
Acquired through acquisition
92
3,218
10,533
23,595
2,689
938
245
41,310
Transfer between classes/ reallocation from intangibles
-
6,478
(78)
1,798
(214)
(154)
(1,479)
6,351
Fair value adjustment
-
406
-
-
-
2,507
-
2,913
Additions
206
5,849
3,072
15,416
3,388
2,211
10,048
40,190
Disposals
-
(36)
(1,987)
(7,234)
(531)
(3,079)
-
(12,867)
Forex
(73)
(3,705)
421
(2,849)
(215)
217
18
(6,186)
As at 31 December 2023
5,318
448,630
170,855
355,939
27,642
42,074
20,527
1,070,985
As at 1 January 2024
5,318
448,630
170,855
355,939
27,642
42,074
20,527
1,070,985
Discontinued operations
-
-
(157)
(908)
(50)
(428)
-
(1,543)
Acquired through acquisition
-
277,034
78,724
312,057
12,511
20,527
13,496
714,349
Disposal of subsidiary
(427)
-
(5,604)
(9,396)
(5,745)
(787)
-
(21,959)
Transfer between classes/ reallocation from intangibles
-
(2,064)
(2,199)
6,341
743
49
(5,892)
(3,022)
Fair value adjustment
-
126,472
24,364
(365)
340
-
-
150,810
Additions
147
5,026
5,799
34,022
1,800
8,553
16,212
71,559
Disposals
-
(2,171)
(4,991)
(1,569)
(732)
(2,127)
-
(11,590)
Forex
(102)
(3,082)
(4,351)
(12,905)
153
(402)
(1,277)
(21,966)
As at 31 December 2024
4,936
849,845
262,440
683,216
36,662
67,459
43,066
1,947,624
Depreciation
As at 1 January 2023
4,440
79,901
81,382
239,308
17,337
22,446
-
444,814
Transfer between classes/ reallocation from intangibles
13
1,737
-
276
-
428
-
2,454
Acquired through acquisition
45
762
6,772
20,285
1,723
-
-
29,587
Charge for the year
206
7,994
4,919
16,640
1,567
5,608
-
36,934
Disposals
-
(27)
(1,718)
(5,240)
(217)
(2,736)
-
(9,938)
Forex
(64)
(1,369)
(456)
(1,452)
67
(2,154)
-
(5,428)
As at 31 December 2023
4,640
88,998
90,899
269,817
20,477
23,592
-
498,423
As at 1 January 2024
4,640
88,998
90,899
269,817
20,477
23,592
-
498,423
Discontinued operations
-
-
(6)
(115)
(39)
(48)
-
(208)
Acquired through acquisition
-
44,717
18,942
105,849
5,645
841
-
175,994
Disposal of subsidiary
(206)
-
(1,106)
(6,794)
(4,398)
(645)
-
(13,149)
Transfer between classes/ reallocation from intangibles
-
1,032
(1,687)
1,455
(204)
(136)
-
460
Charge for the year
173
18,841
8,256
31,703
2,839
7,644
-
69,456
Disposals
-
-
-
(768)
(603)
(2,243)
-
(3,614)
Forex
(129)
(277)
(1,961)
(14,756)
(1,177)
(383)
-
(18,683)
As at 31 December 2024
4,478
153,311
113,337
386,391
22,540
28,622
-
708,679
Net book value
As at 31 December 2023
678
359,632
79,956
86,122
7,165
18,482
20,527
572,562
As at 31 December 2024
458
696,534
149,103
296,825
14,122
38,837
43,066
1,238,945
* Refer to Note 17 for further information regarding the PPA fair value adjustment.
Right of use assets
Office Equipment
Land and minerals
Land and buildings
Plant and machinery
Vehicles
Total
£'000
£'000
£'000
£'000
£'000
£'000
Cost
As at 1 January 2023
-
4,089
6,114
29,231
-
39,434
Acquired through acquisition
-
-
170
768
-
938
Transfer between classes
-
-
-
(154)
-
(154)
Fair value adjustment
-
-
2,507
-
-
2,507
Additions
-
525
12
1,662
12
2,211
Disposals
-
-
(209)
(2,870)
-
(3,079)
Forex
-
34
1
182
-
217
As at 31 December 2023
-
4,648
8,595
28,819
12
42,074
As at 1 January 2024
-
4,648
8,595
28,819
12
42,074
Discontinued Operations
-
-
-
(428)
-
(428)
Acquired through acquisition
955
711
17,046
1,742
73
20,527
Transfer between classes
-
-
-
-
49
49
Disposal of subsidiary
-
-
-
(787)
-
(787)
Additions
270
385
413
7,485
-
8,553
Disposals
(179)
(28)
(406)
(1,514)
-
(2,127)
Forex
(67)
(187)
(29)
(119)
-
(402)
As at 31 December 2024
979
5,529
25,619
35,198
134
67,459
Depreciation
As at 1 January 2023
-
749
2,384
19,313
-
22,446
Acquired through acquisition
-
-
4
424
-
428
Charge for the year
-
260
839
4,504
4
5,607
Disposals
-
(288)
(146)
(2,302)
-
(2,736)
Forex
-
10
1
(2,165)
-
(2,154)
As at 31 December 2023
-
731
3,083
19,774
4
23,592
As at 1 January 2024
-
731
3,083
19,774
4
23,592
Discontinued Operations
-
-
-
(48)
-
(48)
Acquired through acquisition
544
-
162
135
-
841
Transfer between classes
-
-
-
(136)
-
(136)
Disposal of subsidiary
-
-
-
(645)
-
(645)
Charge for the year
257
184
1,949
5,234
20
7,644
Disposals
(179)
-
(406)
(1,658)
-
(2,243)
Forex
(27)
(76)
(11)
(269)
-
(383)
As at 31 December 2024
595
839
4,777
22,387
24
28,622
Net book value
As at 31 December 2023
-
3,917
5,512
9,045
8
18,482
As at 31 December 2024
384
4,690
20,842
12,811
110
38,837
Company
Office Equipment
Land & Buildings
Motor Vehicle
Right of Use
Total
£'000
£'000
£'000
£'000
£'000
Cost
As at 1 January 2023
259
-
-
222
481
Additions
6
-
-
12
18
Disposals
-
-
-
-
-
As at 31 December 2023
265
-
-
234
499
As at 1 January 2024
265
-
-
234
499
Additions
15
-
-
612
627
Disposals
-
-
-
-
-
As at 31 December 2024
280
-
-
846
1,126
Depreciation
As at 1 January 2023
100
-
-
124
224
Charge for the year
50
-
-
59
109
Disposals
-
-
-
-
-
As at 31 December 2023
150
-
-
183
333
As at 1 January 2024
150
-
-
183
333
Charge for the year
52
-
-
92
144
Disposals
-
-
-
-
-
As at 31 December 2024
202
-
-
275
477
Net book value
As at 31 December 2023
115
-
-
51
166
As at 31 December 2024
78
-
-
571
649
17. Intangible Assets
Consolidated
Goodwill
Customer Relations
Intellectual property
Research & Development
Branding
Other Intangibles
Total
£'000
£'000
£'000
£'000
£'000
Cost
As at 1 January 2023
147,739
10,725
2,027
5,938
3,611
23,652
193,692
Additions
-
1,114
-
4
-
1,739
2,857
Reallocations
-
(77)
(2,027)
(122)
(401)
(6,490)
(9,117)
Provisional additions through business combination
23,685
-
-
-
-
-
23,685
Forex
(1,087)
-
-
132
-
1,225
270
As at 31 December 2023
170,337
11,762
-
5,952
3,210
20,126
211,387
As at 1 January 2024
170,337
11,762
-
5,952
3,210
20,126
211,387
Additions
-
-
100
-
-
3,358
3,458
Reallocations
-
-
-
-
-
2,064
2,064
Additions through business combination
401,337
-
-
-
-
8,353
409,690
Fair value adjustments - Bjorka Minerals & ST Investicija
(5,718)
-
-
-
-
-
(5,718)
Fair value adjustments - CRH Lime Acquisitions
(114,660)
(114,660)
Disposal of subsidiary
(3,836)
(2,085)
-
-
-
-
(5,921)
Discontinued operations
-
-
-
-
-
(3,030)
(3,030)
Forex
(595)
(597)
-
(224)
-
(1,518)
(2,934)
As at 31 December 2024
446,865
9,080
100
5,728
3,210
29,353
494,336
Depreciation
As at 1 January 2023
-
2,424
1,726
5,454
533
14,445
24,582
Charge for the year
-
1,079
-
60
159
1,215
2,513
Reallocations
-
-
(1,726)
-
-
(1,735)
(3,461)
Forex
-
-
-
132
-
(427)
(295)
As at 31 December 2023
-
3,503
-
5,646
692
13,498
23,339
As at 1 January 2024
-
3,503
-
5,646
692
13,498
23,339
Charge for the year
-
1,020
2
46
160
2,074
3,302
Acquired through business combination
-
-
-
-
-
5,246
5,246
Disposal of subsidiary
-
(449)
-
-
-
-
(449)
Discontinued operations
-
-
-
-
-
(326)
(326)
Forex
-
(66)
-
(190)
-
(20)
(276)
As at 31 December 2024
-
4,008
2
5,502
852
20,472
30,836
Net book value
As at 31 December 2023
170,337
8,259
-
306
2,518
6,628
188,048
As at 31 December 2024
446,865
5,072
98
226
2,358
8,881
463,500
An adjustment has been made to reflect the initial accounting for the CRH Lime Acquisitions by the Company, being the elimination of the investment in the CRH Lime Acquisitions against the non-monetary assets acquired and recognition of goodwill. In 2024, the Company determined the fair value of the net assets acquired pursuant to the CRH Lime Acquisitions, via a Purchase Price Allocation ('PPA') exercise.
- For Fels, the PPA determined a decrease of £79.2 million of goodwill with the corresponding movement to uplift the value of Land and Minerals, Land and Buildings and Plant and Machinery, this is net off by a deferred tax liability on the PPA of £23.2 million.
- For Vitosov, the PPA determined a decrease of £26.5 million of goodwill with the corresponding movement to uplift the value of Land and Minerals, Land and Buildings and Plant and Machinery, this is net off by a deferred tax liability on the PPA of £5.6 million.
- For Clogrennane, the PPA determined a decrease of £25.2 million of goodwill with the corresponding movement to uplift the value of Land and Minerals, Land and Buildings and Plant and Machinery, this is net off by a deferred tax liability on the PPA of £3.1 million.
- For Buxton, the PPA determined a decrease of £13.3 million of goodwill with the corresponding movement to uplift the value Land and Buildings and Plant and Machinery, this is net off by a deferred tax liability on the PPA of £3.3 million.
- For Nordkalk Wapno, the PPA determined a decrease of £6.7 million of goodwill with the corresponding movement to uplift the value of Land and Buildings and Plant and Machinery, this is net off by a deferred tax liability on the PPA of £1.3 million.
In 2024, PPA adjustments were made to acquisitions in 2023 of Bjorka Minerals and ST Investicija during the measurement period. The Group didn't include provisional adjustments for the reduction in goodwill in the year ended 31 December 2023 and in 2024, an adjustment of £5.7 million was posted which hasn't resulted in the restatement of 2023 figures as it is considered immaterial to the Group.
As at 31 December 2023, the initial accounting for these assets was incomplete as they were pending completion of the PPA during the measurement period. The Group refrains from making internal provisional adjustments to goodwill given the subjectivity and difficulty in quantifying the potential uplifts. All PPA adjustments to goodwill are provided by an independent third party and are completed during the measurement period in line with IFRS 3.
The intangible asset classes are:
- Goodwill is the excess of the consideration transferred and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the net identifiable assets.
- Customer relations is the value attributed to the key customer lists and relationships.
- Intellectual property is the patents owned by the Group.
- Research and development is the acquisition of new technical knowledge and trying to improve existing processes or products or; developing new processes or products.
- Branding is the value attributed to the established company brand.
- Other intangibles consist of capitalised development costs for assets produced that assist in the operations of the Group and incur revenue.
Amortisation of intangible assets is included in cost of sales on the Income Statement. Development costs have been capitalised in accordance with the requirements of IAS 38 and are therefore not treated, for dividend purposes, as a realised loss.
Impairment tests for goodwill
Goodwill arising on business combinations is not amortised but is reviewed for impairment on an annual basis, or more frequently if there are indications that the goodwill may be impaired. Goodwill is allocated to groups of cash generating units according to the level at which management monitor that goodwill, which is at the level of operating segments.
A total of twenty-one operating segments are considered to be Ronez, Topcrete, Poundfield, CCP, Rightcast, Retaining, Harries, Buxton and Johnston in the UK; Clogrennane in Ireland; CDH, Stone and GduH in Belgium; Beton in France; Fels in Germany; Vitosov in Czechia; Nordkalk Wapno and Nordkalk Poland in Poland and Nordkalk Finland, Nordkalk Sweden and Nordkalk Estonia in Northern Europe. The operating segments are then allocated to regions.
The Goodwill allocated to each region is shown below:
31 December 2024
UK & Ireland
Western Europe
Central Europe
Nordics
£'000
£'000
£'000
£'000
Goodwill allocated to region at balance sheet date
138,913
14,808
210,678
82,466
Discount rate applied to cash flow projections
10.15%
10.34%
10.24%
9.90%
Average EBITDA margin over 5 years
21.3%
25.8%
27.5%
28.8%
Headroom
289,310
82,263
177,346
438,626
Long term growth rates
2%
2%
2%
2%
31 December 2023
UK & Ireland
Western Europe
Nordics
£'000
£'000
£'000
Goodwill allocated to region at balance sheet date
53,621
23,200
93,516
Discount rate applied to cash flow projections
9.3%
12.24%
11.17%
Average EBITDA margin over 5 years
23.1%
22.9%
21.9%
Headroom
157,640
37,963
261,047
Long term growth rates
2%
2%
2%
Key assumptions
The key assumptions used in performing the impairment review are set out below:
Cash flow projections
The key assumptions and methodology used in respect of the operating segments are consistent with those described above. The values applied to each of the key estimates and assumptions are specific to the individual operating segment and are based on past experience and forecast future trading conditions. The cash flows and terminal value were projected in line with the methodology disclosed above.
Long-term growth rates
Cash flow projections are prudently based on 2 per cent (2023: 2 per cent) and therefore provides significant of headroom.
Discount rate
Forecast cash flows for each operating segment have been discounted at rates of 9.90 per cent to 10.34 per cent (2023: discounted at rates of 9.30 per cent to 12.24 per cent); which was calculated based on market participants' cost of capital and adjusted to reflect factors specific to each operating segment.
Sensitivity
The Group has applied sensitivities to assess whether any reasonable possible changes in assumptions could cause an impairment that would be material to these consolidated Financial Statements. The table below identifies the amounts by which each of the following assumptions would decline or increase to arrive at a zero excess of the present value of future cash flows over the book value of net assets in the three operating segments selected for sensitivity analysis disclosures:
Reduction in cash flows
2.0% - 5.0%
Increase in discount rate
2.5% - 4.7%
Reduction in growth rate
2.0%
This demonstrated that a 1.0% (2023: 1.0%) increase in the discount rate would not cause an impairment and the annual growth rate is assumed to be 2.0% (2023: 2.0%).
The Directors have therefore concluded that no impairment to goodwill is necessary.
18. Investment in Subsidiary Undertakings
Company
31 December 2024
31 December 2023
£'000
£'000
Shares in subsidiary undertakings
At beginning of the year
488,812
482,622
Additions
182,640
6,190
Intercompany transfer of investments
16,228
-
Disposals
(10,246)
-
At period end
677,435
488,812
Loan to/(from) Group undertakings
419,095
78,493
Total
1,096,530
567,305
Investments in Group undertakings are stated at cost less impairment.
Details of subsidiaries at 31 December 2024 are as follows:
Name of subsidiary
Country of incorporation
Share capital held by Company
Share capital held by Group
Principal activities
SigmaFin Limited
England
£45,181,877
Holding company
Foelfach Stone Limited
England
£1
Construction materials
SigmaGsy Limited
Guernsey
£1
Shipping logistics
Ronez Limited
Jersey
£2,500,000
Construction materials
Pallot Tarmac (2002) Limited
Jersey
£2
Road contracting services
Island Aggregates Limited
Guernsey
£6,500
Waste recycling
Topcrete Limited
England
£926,828
Pre-cast concrete producer
A. Larkin (Concrete) Limited
England
£37,660
Dormant
Allen (Concrete) Limited
England
£100
Holding company
Poundfield Products (Group) Limited
England
£22,167
Holding company
Poundfield Products (Holdings) Limited
England
£651
Holding company
Poundfield Innovations Limited
England
£6,357
Patents & licencing
Poundfield Precast Limited
England
£63,568
Pre-cast concrete producer
Greenbloc Limited
England
£1
Dormant
CCP Building Products Limited
England
£50
Construction materials
Cheshire Concrete Products Limited
England
£1
Dormant
Clwyd Concrete Products Limited
England
£100
Dormant
Country Concrete Products Limited
England
£100
Dormant
PPG Projects Limited
England
£100
Dormant
CCP Aggregates Limited
England
£100,000
Construction materials
Stone Service Center
Belgium
€23,660,763
Holding company
Carrières du Hainaut SCA
Belgium
€16,316,089
Construction materials
Granulats du Hainaut SA
Belgium
€62,000
Construction materials
West Region SRC SRL
Belgium
€760,000
Holding company
GDH (Holdings) Limited
England
£54,054
Construction materials
Gerald D. Harries & Sons Limited
England
£112
Construction materials
GD Harries & Sons Limited
England
£1
Dormant
Stone Holding Company SA
Belgium
€100
Construction materials
Cuvelier Philippe SA
Belgium
€750
Construction materials
Nordkalk Oy Ab
Finland
€1,000,000
Limestone quarrying and processing
Nordkalk AB
Sweden
€2,439,000
Limestone quarrying and processing
Kalkproduktion Storugns AB
Sweden
€293,000
Limestone quarrying and processing
Nordkalk AS
Estonia
€959,000
Limestone quarrying and processing
Nordkalk GmbH
Germany
€50,000
Limestone quarrying and processing
Nordkalk Sp.z o.o
Poland
€19,637,000
Limestone quarrying and processing
Suomen Karbonaatti Oy
Finland
€2,102,000
Limestone quarrying and processing
NKD Holding Oy Ab
Finland
€3,000
Holding company
Nordeka Maden A.S
Turkey
€1,020,000
Limestone quarrying and processing
Baltic Aggregates Oy
Finland
€1
Crushing stone
NK - East Oy
Finland
€8,869
Holding company
Nordkalk Ukraine TOV
Ukraine
€539
Mining rights
Nordkalk Prykarpattya TOV
Ukraine
€308
Dormant
Johnston Quarry Group Limited
England
£190
Holding company
Building Stone Limited
England
£1
Stone producing
CSSL No.2 Limited
England
£1
Dormant
Guiting Quarry Limited
England
£100
Construction materials
Bath Stone Group Limited
England
£110
Holding company
Monks Park Minerals Limited
England
£1
Dormant
Bath Stone Company Limited
England
£13,620
Minerals rights
Bath Stone Company (BSC) Limited
England
£1
Construction materials
Hartham Park Minerals Limited
England
£1
Dormant
Costwold Stone Sales Limited
England
£1
Dormant
Flick Quarry Limited
England
£1
Dormant
Creeton Quarry Limited
England
£100
Dormant
Oathill Quarry Limited
England
£1
Dormant
Ropsley Quarry Limited
England
£100
Dormant
Rightcast Limited
England
£103
Concrete manufacturer
Canteras La Belonga SA
Spain
€273,575
Construction materials
Nayles Barn Quarry Limited
England
£100
Dormant
C B Collier Quarry Limited
England
£1
Dormant
Retaining Holdings Limited
England
£67
Holding company
Retaining (UK) Limited
England
£100
Retaining wall system
Geocast Ltd
England
£100
Retaining wall system
Juuan Dolomiittikalkki Oy
Finland
€52,700
Limestone quarrying and processing
ST Investicija UAB
Lithuania
€2,900
Stone producing
Compus UAB
Lithuania
€2,896
Stone producing
Draseikiu Karjeras UAB
Lithuania
€203,000
Stone producing
Baltijos Karjerai UAB
Lithuania
€12,876
Stone producing
Karjeru Verslas UAB
Lithuania
€61,712
Stone producing
Kvykliu Karjeras UAB
Lithuania
€102,500
Stone producing
Björka Mineral AB
Sweden
€60
Limestone quarrying and processing
SigmaCEN GmbH
Germany
€25,000
Holding company
Fels Holdings GmbH
Germany
€25,000
Holding company
Fels-Werke GmbH
Germany
€5,113,000
Limestone quarrying and processing
Fels Netz GmbH
Germany
€600,000
Railway operation
Fels Vertriebs and Service GmbH & Co. KG
Germany
€2,000,000
Lime and Limestone sales
Vápenka Vitosov s.r.o
Czechia
CZK150,000,000
Limestone quarrying and processing
Buxton Lime Limited
England
£1
Limestone processing
SigmaRoc Shelfco Limited
England
£1
Dormant
Sigma Lime IRE Limited
Ireland
€100
Holding company
Clogrennane Lime Limited
Ireland
€375,000
Limestone quarrying and processing
Mavecotill Investments Sp. z.o.o.
Poland
PLN 5,000
Holding company
Nordkalk Wapno Sp z.o.o
Poland
PLN 419,310,000
Limestone processing
SigmaLime Solutions Limited
Jersey
£2
Holding company
Baltic CO2 Management OU
Estonia
€10,000
CO2 Management
Name of subsidiary
Registered office address
SigmaFin Limited
6 Heddon Street, London W1B 4BT
Foelfach Stone Limited
6 Heddon Street, London W1B 4BT
SigmaGsy Limited
Les Vardes Quarry, Route de Port Grat, St Sampson, Guernsey, GY2 4TF
Ronez Limited
Ronez Quarry, La Route Du Nord, St John, Jersey, JE3 4AR
Pallot Tarmac (2002) Limited
Ronez Quarry, La Route Du Nord, St John, Jersey, JE3 4AR
Island Aggregates Limited
Les Vardes Quarry, Route de Port Grat, St Sampson, Guernsey, GY2 4TF
Topcrete Limited
38 Willow Lane, Mitcham, Surrey, CR4 4NA
A. Larkin (Concrete) Limited
38 Willow Lane, Mitcham, Surrey, CR4 4NA
Allen (Concrete) Limited
38 Willow Lane, Mitcham, Surrey, CR4 4NA
Poundfield Products (Group) Limited
The Grove, Creeting St. Peter, Ipswich, England, IP6 8QG
Poundfield Products (Holdings) Limited
The Grove, Creeting St. Peter, Ipswich, England, IP6 8QG
Poundfield Innovations Limited
The Grove, Creeting St. Peter, Ipswich, England, IP6 8QG
Poundfield Precast Limited
The Grove, Creeting St. Peter, Ipswich, England, IP6 8QG
Greenbloc Limited
The Grove, Creeting St. Peter, Ipswich, England, IP6 8QG
CCP Building Products Limited
Llay Road, Llay, Wrexham, Clwyd, LL12 0TL
Cheshire Concrete Products Limited
Llay Road, Llay, Wrexham, Clwyd, LL12 0TL
Clwyd Concrete Products Limited
Llay Road, Llay, Wrexham, Clwyd, LL12 0TL
Country Concrete Products Limited
Llay Road, Llay, Wrexham, Clwyd, LL12 0TL
PPG Projects Limited
Llay Road, Llay, Wrexham, Clwyd, LL12 0TL
CCP Aggregates Limited
Llay Road, Llay, Wrexham, Clwyd, LL12 0TL
Stone Service Center
Rue de Cognebeau 245, B-7060 Soignies, Belgium
Carrières du Hainaut SCA
Rue de Cognebeau 245, B-7060 Soignies, Belgium
Granulats du Hainaut SA
Rue de Cognebeau 245, B-7060 Soignies, Belgium
West Region SRC SRL
Rue de Cognebeau 245, B-7060 Soignies, Belgium
GDH (Holdings) Limited
Rowlands View, Templeton, Narbeth, SA67 8RG
Gerald D. Harries & Sons Limited
Rowlands View, Templeton, Narbeth, SA67 8RG
GD Harries & Sons Limited
6Heddon Street, London W1B 4BT
Stone Holding Company SA
Avenue Louise 292, BE-1050 Ixelles, Belgium
Cuvelier Philippe SA
Avenue Louise 292, BE-1050 Ixelles, Belgium
Nordkalk Oy Ab
Skräbbölentie 18, FI-21600, Parainen, Finland
Nordkalk AB
Box 901, 731 29 Köping
Kalkproduktion Storugns AB
Strugns, 620 34 Lärbro
Nordkalk AS
Lääne-Viru maakond, Väike- Maarja vald, Rakke alevik, F.R Faehlmanni tee 11a, 46301
Nordkalk GmbH
Innungsstrabe 7, 21244 Buchholz in der Nordheide
Nordkalk Sp.z o.o
ul. Plac Na Groblach, nr 21, lok. Miejsc, Krakow, kod 31-101, poczta, Krakow, kraj Polska
Ronez Quarry, La Route du Nord, St John, Jersey JE2 4AR
Baltic CO2 Management OU
Lõõtsa tn 1a,Lasnamäe linnaosa, Tallinn, 11415 Harju maakond, Estonia
For the year ended 31 December 2024 the following subsidiaries were entitled to exemption from audit under section 479A of the Companies Act 2006 :
· SigmaFin Limited
· Foelfach Stone Limited
· Topcrete Limited
· A. Larkin (Concrete) Limited
· Allen (Concrete) Limited
· Poundfield Products (Group) Limited
· Poundfield Products (Holdings) Limited
· Poundfield Innovations Limited
· Poundfield Precast Limited
· Greenbloc Limited
· CCP Building Products Limited
· Cheshire Concrete Products Limited
· Clwyd Concrete Products Limited
· Country Concrete Products Limited
· PPG Projects Limited
· CCP Aggregates Limited
· GDH (Holdings) Limited
· Gerald D. Harries & Sons Limited
· GD Harries & Sons Limited
· Johnston Quarry Group Limited
· Building Stone Limited
· CSSL No.2 Limited
· Guiting Quarry Limited
· Cotswolds Stone Sales Limited
· Monks Park Minerals Limited
· Bath Stone Company (BSC) Limited
· Bath Stone Company Limited
· Hartham Park Minerals Limited
· Costwold Stone Sales Limited
· Flick Quarry Limited
· Creeton Quarry Limited
· Oathill Quarry Limited
· Ropsley Quarry Limited
· Rightcast Limited
· Retaining Holdings Limited
· Retaining (UK) Limited
· Geocast Ltd
· Nayles Barn Quarry Limited
· C B Collier Quarry Limited
· Buxton Lime Limited
Impairment review
The performance of all companies for the year ended 31 December 2024 are in line with forecasted expectations and as such there have been no indications of impairment.
19. Investment in Equity Accounted Associates & Joint Ventures
Nordkalk has a joint venture agreement with Franzefoss Minerals AS, managing a lime kiln located in Norway which was entered into on 5 August 2004.
The Group entered into a joint venture agreement partnering with Arcelor Mittal, to invest in green quicklime and dolime production in Dunkirk, which was entered into on 11 September 2022.
The Group has one non-material local associate in Pargas, Pargas Hyreshus Ab.
31 December 2024
31 December 2023
£'000
£'000
Interests in associates
531
605
Interest in joint venture
6,212
6,448
6,743
7,053
Proportion of ownership interest held
Name
Country of incorporation
31 December 2024
31 December 2023
NorFraKalk AS
Norway
50%
50%
AMeLi Green Lime Solutions
France
47.5%
-
Summarised financial information
NorFraKalk AS - Cost and net book value
31 December 2024
31 December 2023
£'000
£'000
Current assets
8,045
7,735
Non-current assets
7,768
10,078
Current liabilities
(2,688)
(2,739)
Non-current liabilities
(3,763)
(4,651)
9,362
10,423
For the period 1 January 2024 to 31 December 2024
For the period 1 January 2023 to 31 December 2023
£'000
£'000
Revenues
15,940
15,903
Profit after tax from continuing operations
633
1,372
20. Trade and Other Receivables
Consolidated
Company
31 December 2024
31 December 2023
31 December 2024
31 December 2023
£'000
£'000
£'000
£'000
Current asset
Trade receivables
133,628
85,033
15,293
3,690
Prepayments
8,819
6,961
1,107
422
Other receivables
15,758
7,040
8
1,220
158,205
99,034
16,408
5,332
Non-current asset
Other receivables
13,724
3,398
11,289
-
13,724
3,398
11,289
-
The carrying value of trade and other receivables classified as loans and receivables approximates fair value.
Trade and other receivables include a doubtful debts provision of £2.1 million. Refer to Note 3.1b for further information.
The carrying amounts of the Group and Company's trade and other receivables are denominated in the following currencies:
Consolidated
Company
31 December 2024
31 December 2023
31 December 2024
31 December 2023
£'000
£'000
£'000
£'000
UK Pounds
43,753
22,013
20,261
5,052
Euros
87,246
57,839
7,436
-
Swedish Krona
13,782
15,240
-
-
Zlotys
20,634
6,518
-
-
Czech Koruna
5,611
-
-
-
Turkish Lira
903
822
-
-
171,929
102,432
27,697
5,052
Other classes of financial assets included within trade and other receivables do not contain impaired assets.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security.
21. Inventories
Consolidated
31 December 2024
31 December 2023
Cost and net book value
£'000
£'000
Raw materials and consumables
61,741
32,823
Finished and semi-finished goods
56,069
44,265
Work in progress
9,872
7,221
127,682
84,309
The amount recognised as change of value in inventory included in cost of sales was £12.1 million (31 December 2023: (£9 million)).
22. Cash and Cash Equivalents
Consolidated
Company
31 December 2024
31 December 2023
31 December 2024
31 December 2023
£'000
£'000
£'000
£'000
Cash at bank and on hand - continuing operations
131,356
55,872
25,363
7,925
131,356
55,872
25,363
7,925
All of the Group's cash at bank is held with institutions with a credit rating of at least A-. Exceptions may be granted on an individual basis in rare cases where a bank is chosen for geographical reasons but does not fulfil the stipulated rating criteria.
The carrying amounts of the Group and Company's cash and cash equivalents are denominated in the following currencies:
Consolidated
Company
31 December 2024 £'000
31 December 2023 £'000
31 December 2024 £'000
31 December 2023 £'000
UK Pounds
29,981
11,111
14,329
4,617
Euros
64,443
37,308
11,034
3,308
Swedish krona
4,365
4,938
-
-
Zlotys
23,375
2,137
-
-
Czech Koruna
7,431
43
-
-
US dollar
1,362
-
-
-
Turkish Lira
399
335
-
-
131,356
55,872
25,363
7,925
23. Trade and Other Payables
Consolidated
Company
31 December 2024
31 December 2023
31 December 2024
31 December 2023
£'000
£'000
£'000
£'000
Current liabilities
Trade payables
81,458
78,572
11,224
15,184
Wages Payable
15,142
13,715
-
-
Accruals
156,271
46,120
9,165
15,462
VAT payable/(receivable)
6,776
3,366
(70)
(1,654)
Deferred consideration
5,039
8,887
2,293
3,865
Other payables
19,360
7,539
189
1,225
284,046
158,199
22,801
34,082
Non-current liabilities
Deferred consideration
146,562
8,208
5,692
5,260
Other payables
8,468
-
-
-
155,030
8,208
5,692
5,260
The carrying amounts of the Group and Company's trade and other payables are denominated in the following currencies:
Consolidated
Company
31 December 2024 '000
31 December 2023 '000
31 December 2024 '000
31 December 2023 '000
UK Pounds
55,245
49,003
16,626
29,114
Euros
332,275
80,349
11,867
9,908
Swedish krona
19,019
26,712
-
320
Zlotys
26,766
10,029
-
-
Ukrainian Hryvnia
4
11
-
-
US Dollar
85
-
-
-
Czech Koruna
5,475
-
-
-
Turkish Lira
208
303
-
-
439,077
166,407
28,493
39,342
24. Borrowings
Consolidated
Company
31 December 2024
31 December 2023
31 December 2024
31 December 2023
£'000
£'000
£'000
£'000
Non-current liabilities
Syndicated Senior Credit Facility
534,998
174,090
534,998
174,090
Bank Loans
1,918
5,986
-
-
Finance lease liabilities
8,622
7,853
-
-
IFRS 16 leases
31,506
12,863
389
-
577,044
200,792
535,387
174,090
Current liabilities
Syndicated Senior Credit Facility
49,722
29,500
49,722
29,500
Bank Loans
4,846
1,209
-
-
Finance lease liabilities
2,520
2,066
-
-
IFRS 16 leases
7,700
4,729
131
43
64,788
37,504
49,853
29,543
On 22 November 2023 the Company entered into a new syndicated senior credit facility of up to €750 million (the 'Debt Facilities') led by Santander UK and BNPP, with the syndicate including several major UK and European banks and a further €125 million bridge loan ('Bridge Loan'). The Debt Facilities comprise a €600 million committed term facility, €150 million revolving credit facility and a further €100 million uncommitted accordion.
The Debt Facilities are secured by a floating charge over the assets of SigmaRoc and its subsidiaries as defined as obligors within the Debt Facilities. Interest is charged at a rate between 2.00% and 3.50% above EURIBOR ('Interest Margin'), based on the calculation of the adjusted leverage ratio for the relevant period. For the period ending 31 December 2024, the Interest Margin was 2.75%.
For further information on covenants, please refer to Note 3.2.
The carrying amounts and fair value of the non-current borrowings are:
Carrying amount and fair value
31 December 2024
31 December 2023
£'000
£'000
Syndicated Senior Credit Facility
534,998
174,090
Bank Loans
1,918
5,986
Finance lease liabilities
8,622
7,853
IFRS 16 leases
31,506
12,863
577,044
200,792
Lease Liabilities
Lease liabilities are effectively secured, as the rights to the leased asset revert to the lessor in the event of default.
Leases which are entered into as a hire purchase agreement, or a finance lease is shown as finance leases.
Future finance charges on finance lease liabilities
19,008
4,466
Present value of finance lease liabilities
69,355
31,977
For the year ended 31 December 2024, the total finance charges were £1.8 million (2022: £1 million).
The contracted and planned lease commitments were discounted using a weighted average incremental borrowing rate of 6.5%.
The present value of finance lease liabilities is as follows:
Consolidated
31 December 2024
31 December 2023
£'000
£'000
Not later than one year
10,884
7,236
Later than one year and no later than five years
19,606
16,664
Later than five years
23,129
5,398
Present value of finance lease liabilities
53,619
29,298
Reconciliation of liabilities arising from financing activities is as follows:
Consolidated
Long-term borrowings
Short-term borrowings
Lease liabilities
Liabilities arising from financing activities
£'000
£'000
£'000
£'000
As at 1 January 2024
180,076
30,709
27,511
238,296
Increase/(decrease) through financing cash flows
(304,742)
(30,709)
(8,829)
(344,280)
Increase from refinancing
750,464
2,523
12,046
765,033
Cost of borrowings
(14,858)
-
-
(14,858)
Amortisation of finance arrangement fees
5,865
-
-
5,865
Increase through obtaining control of subsidiaries
-
-
20,167
20,167
Transfer between classes
(51,897)
51,897
-
-
Foreign exchange movement
(27,991)
148
(548)
(28,391)
As at 31 December 2024
536,916
54,568
50,347
641,832
Transfer between classes refers to long term borrowings moving to short term borrowings as they are due within 12 months.
For debt maturity schedule, please refer to Note 3.1(d)
Reconciliation of cash flow movement to movement in net debt:
Consolidated
31 December 2024
31 December 2023
£'000
£'000
Opening net debt
(182,462)
(193,853)
Net increase/(decrease) in cash and cash equivalents
75,484
(12,751)
Foreign exchange differences - cash and cash equivalents
3,854
1,273
Discontinued operations
944
-
Net cash flow movements in debt financing
(405,895)
26,986
Non cash movements
Debt acquired via acquisitions
(20,167)
(971)
Amortisation of finance costs
(5,864)
(1,085)
Foreign exchange movement
28,391
1,753
Other non-cash movements
(2,872)
(3,776)
Net debt
508,587
182,424
25. Provisions
Consolidated
31 December 2023
Restoration
Restructuring
Other
Total
£'000
£'000
£'000
£'000
Current liabilities
As at 1 January
1,970
1,760
2,866
6,596
Acquired on business combination
922
-
-
922
Addition/(Deduction)
339
(66)
698
971
As at 31 December
3,231
1,694
3,564
8,489
Non-current liabilities
As at 1 January
4,100
-
-
4,100
Acquired on business combination
624
-
-
624
Addition/(Deduction)
-
-
-
-
As at 31 December
4,724
-
-
4,724
Consolidated
31 December 2024
Restoration
Restructuring
Other
Total
£'000
£'000
£'000
£'000
Current liabilities
As at 1 January
3,231
1,694
3,564
8,489
Acquired on business combination
-
4,189
-
4,189
Reallocate between current and non-current
(3,231)
-
-
(3,231)
Addition/(Deduction)
-
9,003
(3,564)
5,439
As at 31 December
-
14,886
-
14,886
Non-current liabilities
As at 1 January
4,724
-
-
4,724
Acquired on business combination
42,185
-
33,651
75,836
Reallocate between current and non-current
3,231
-
-
3,231
Addition/(Deduction)
(145)
-
3,395
3,250
As at 31 December
49,995
-
37,046
87,041
The provision total is made up of £595,000 as a restoration provision for the St John's and Les Vardes sites; £86,812 for the Aberdo site; £172,303 for quarries in Wales; £6.6 million for the Nordkalk sites; £109,000 for the Johnston sites; £40 million for the German sites; £415,000 for the Czechia sites; £1.8 million for Buxton; and £252,000 for La Belonga which are all based on the removal costs of the plant and machinery at the sites and restoration of the land.
Of the remaining amount, £1.9 million is for other restructuring costs in the Nordkalk entities, £3 million is the provision for early retirement in Belgium, where salaried workers can qualify for early retirement based on age, £34 million is the pension and provision for early retirement in Germany and £14 million for redundancies and other payroll provisions in Germany. The provision for pension and early retirement consists of the estimated amount that will be paid by the employer to the "early retired workers" till the age of the full pension. Refer to Note 26 for more information.
The future reclamation cost value is discounted by 6% (2023 8%).
26. Retirement benefit schemes
The Group sponsors various post-employment benefit plans. These include both defined contribution and defined benefit plans as defined by IAS 19 Employee Benefits.
Defined contribution plans
For defined contribution plans outside Belgium, the Group pays contributions to publicly or privately administered pension funds or insurance contracts. Once the contributions have been paid, the Group has no further payment obligation. The contributions are expensed in the year in which they are due. For the year ended, contributions paid into defined contribution plans amounted to £351,011.
Defined benefit plans
The Group has group insurance plans for some of its Belgian, German, Swedish and Polish employees funded through defined payments to insurance companies. The Belgian pension plans are by law subject to minimum guaranteed rates of return. In the past the minimum guaranteed rates were 3.25% on employer contributions and 3.75% on employee contributions. A law of December 2015 (enforced on 1 January 2016) modifies the minimum guaranteed rates of return applicable to the Group's Belgian pension plans. For insured plans, the rates of 3.25% on employer contributions and 3.75% on employee contributions will continue to apply to the contributions accumulated before 2016. For contributions paid on or after 1 January 2016, a variable minimum guaranteed rate of return with a floor of 1.75% applies. The Group obtained actuarial calculations for the periods reported based on the projected unit credit method.
The Swedish plan provides an old-age pension cover for plan members whereas plan members receive a lump sum payment upon retirement in the Polish plan. Both Swedish and Polish plans are based on collective labour agreements.
The German plan is an unfunded pension plan and has three other unfunded long-term benefit obligations (i) Fels Death In-Service Benefit Plan (ii) the Germany Fels Jubilee Plan and (iii) Fels Deferred Compensation Plan. The defined benefit pension schemes and deferred compensation schemes provide benefits which are specific to each scheme and are based on different factors including years of service, fixed pension amounts and benefits based on final salary. Other long-term employee benefits provide benefits to all employees based on the number of years of service or a fixed amount for death in service.
Through its defined benefit plans, the Group is exposed to a number of risks. A decrease in bond yields will increase the plan liabilities. Some of the Group's pension obligations are linked to inflation and higher inflation will lead to higher liabilities. The majority of the plans' obligations are to provide benefits for the life of the plan member, so increases in life expectancy will result in an increase in the plans' liabilities.
Employee benefits amount in the Statement of Financial Position
31 December 2024 £'000
31 December 2023 £'000
Assets
-
-
Liabilities
36,834
4,355
Net defined benefit liability at end of year
36,834
4,355
Amounts recognised in the Statement of Financial Position
31 December 2024 £'000
31 December 2023 £'000
Present value of funded defined benefit obligations
1,017
967
Fair value of plan assets
-
(153)
1,017
814
Present value of unfunded defined benefit obligation
35,817
3,541
Unrecognised past service cost
-
-
Total
36,834
4,355
Amounts recognised in the Income Statement
31 December 2024 £'000
31 December 2023 £'000
Current service cost
626
152
Interest cost
1,292
112
Expected return on plan assets
156
163
Total pension expense
2,074
427
Changes in the present value of the defined benefit obligation
31 December 2024 £'000
31 December 2023 £'000
Defined benefit obligation at beginning of year
4,355
3,543
Current service cost
626
152
Interest cost
1,292
112
Benefits paid
(2,721)
(354)
Remeasurements
97
163
Remeasurements in OCI
(178)
978
Other significant events
-
(40)
Acquired in business combinations
33,651
-
Foreign exchange movement
(288)
(199)
Defined benefit obligation at end of year
36,834
4,355
Amounts recognised in the Statement of Changes in Equity
31 December 2024 £'000
31 December 2023 £'000
Prior year cumulative actuarial remeasurements
-
-
Remeasurements
(176)
978
Foreign exchange movement
-
-
Cumulative amount of actuarial gains and losses recognised in the Statement of recognised income / (expense)
(176)
978
Movements in the net liability/(asset) recognised in the Statement of Financial Position
31 December 2024 £'000
31 December 2023 £'000
Net liability in the balance sheet at beginning of year
4,355
3,543
Total expense recognised in the income statement
1,918
264
Contributions paid by the company
(2,721)
(354)
Amount recognised in the statement of recognised (income)/expense
97
163
Remeasurements in OCI
(178)
978
Other significant events
-
(40)
Acquired in business combinations
33,651
-
Foreign exchange movement
(288)
(199)
Defined benefit obligation at end of year
36,834
4,355
Principal actuarial assumptions
31 December 2024
31 December 2023
Discount rate
3.39%
3.87%
Future salary increases
3.07%
2.93%
Future inflation
2.13%
2.00%
Post-retirement benefits
The Group operates both defined benefit and defined contribution pension plans.
Pension plans in Belgium, Poland, Sweden and Germany are of the defined benefit type because of the minimum promised return on contributions required by law. The liability or asset recognised in the Statement of Financial Position in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms approximating to the terms of the related obligation. The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the Income Statement. Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the Statement of Changes in Equity and in the Statement of Financial Position.
For defined contribution plans, the Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due.
27. Financial Instruments by Category
Consolidated
31 December 2024
Loans & receivables
Total
Assets per Statement of Financial Performance
£'000
£'000
Trade and other receivables (excluding prepayments)
163,110
163,110
Cash and cash equivalents
131,356
131,356
294,466
294,466
At amortised cost
Total
Liabilities per Statement of Financial Performance
£'000
£'000
Borrowings (excluding finance leases)
591,485
591,485
Finance lease liabilities
50,347
50,347
Trade and other payables (excluding non-financial liabilities)
439,077
439,077
1,080,909
1,080,909
Consolidated
31 December 2023
Loans & receivables
Total
Assets per Statement of Financial Performance
£'000
£'000
Trade and other receivables (excluding prepayments)
95,471
95,471
Cash and cash equivalents
55,872
55,872
151,343
151,343
At amortised cost
Total
Liabilities per Statement of Financial Performance
£'000
£'000
Borrowings (excluding finance leases)
210,785
210,785
Finance lease liabilities
27,511
27,511
Trade and other payables (excluding non-financial liabilities)
166,407
166,407
404,703
404,703
Company
31 December 2024
Loans & receivables
Total
Assets per Statement of Financial Performance
£'000
£'000
Trade and other receivables (excluding prepayments)
26,591
26,591
Cash and cash equivalents
25,363
25,363
51,954
51,954
At amortised cost
Total
Liabilities per Statement of Financial Performance
£'000
£'000
Borrowings (excluding finance leases)
584,719
584,719
Finance lease liabilities
521
521
Trade and other payables (excluding non-financial liabilities)
28,493
28,493
613,733
613,733
Company
31 December 2023
Loans & receivables
Total
Assets per Statement of Financial Performance
£'000
£'000
Trade and other receivables (excluding prepayments)
4,909
4,909
Cash and cash equivalents
7,925
7,925
12,834
12,834
At amortised cost
Total
Liabilities per Statement of Financial Performance
£'000
£'000
Borrowings (excluding finance leases)
203,589
203,589
Finance lease liabilities
43
43
Trade and other payables (excluding non-financial liabilities)
39,345
39,345
242,977
242,977
28. Share Capital and Share Premium
Number of shares
Ordinary shares
Share premium
Total
£
£
£
Issued and fully paid
As at 1 January 2023
638,246,344
6,383
400,022
406,405
Issue of new shares - 28 February 2023
55,555,555
556
28,682
29,238
Capital reduction - 23 May 2023
-
-
(428,704)
(428,704)
As at 30 June 2023
693,801,899
6,939
-
6,939
As at 31 December 2023
693,801,899
6,939
-
6,939
As at 1 January 2024
693,801,899
6,939
-
6,939
Issue of new shares - 4 January 2024(1)
421,052,631
4,210
191,458
195,668
As at 31 December 2024
1,114,854,530
11,149
191,458
202,607
(1) Includes issue costs of £4,331,994
The authorised share capital consists of 1,482,756,530 ordinary shares at a par value of 1 pence.
On 4 January 2024, the Company raised £200 million net of issue costs via the issue and allotment of 421,052,631 new Ordinary Shares at a price of 47.5 pence per share.
29. Share Options
In 2021, the Company introduced a long-term incentive plan (LTIP) for senior management personnel. Shares are awarded in the Company and vest in 3 parts over the third, fourth and fifth anniversary to the extent the performance conditions are met. The first tranche vested on 31 August 2024.
Share options and warrants outstanding and exercisable at the end of the year have the following expiry dates and exercise prices:
Options & Warrants
31 December 2024
31 December 2023
Grant date
Expiry date
Exercise price in £ per share
#
#
5 January 2017
30 December 2026
0.25
260,146
260,146
5 January 2017
30 December 2026
0.40
11,878,645
11,878,645
15 April 2019
15 April 2026
0.46
9,030,934
9,030,934
30 December 2019
30 December 2026
0.46
7,787,059
7,943,058
4 January 2024
3 January 2034
0.60
51,288,180
-
80,244,964
29,112,783
The weighted average life of the outstanding options is 6.4 years.
The Company and Group have no legal or constructive obligation to settle or repurchase the options or warrants in cash.
The fair value of the share options and warrants was determined using the Black Scholes valuation model. The parameters used are detailed below:
2017 Options A
2017 Options B
2019 Options C
2019 Options D
Vested on
5/1/2017
5/1/2017
15/4/2019
30/12/2019
Revalued on
15/12/2021
15/12/2021
-
-
Life (years)
5
5
7
7
Share price
0.8295
0.8295
0.465
0.525
Risk free rate
0.40%
0.40%
0.31%
0.55%
Expected volatility
31.32%
31.32%
4.69%
8.19%
Expected dividend yield
-
-
-
-
Marketability discount
-
-
-
-
Total fair value
£58,345
£661,604
£392,015
£685,889
2024 Options E
Vested on
4/1/2027
Revalued on
-
Life (years)
10
Share price
0.6
Risk free rate
0.379%
Expected volatility
35.43%
Expected dividend yield
-
Marketability discount
-
Total fair value
£3,611,910
The risk-free rate of return is based on zero yield government bonds for a term consistent with the option life.
The volatility is calculated by dividing the standard deviation of the closing share price from the prior six months by the average of the closing share price from the prior six months.
2017 Options A and B were extended for another 5 years by the Board on 15 December 2021 and were revalued on this day.
A reconciliation of options and warrants and LTIP awards granted over the year to 31 December 2024 is shown below:
Options and warrants
31 December 2024
31 December 2023
Weighted average exercise price
Weighted average exercise price
#
£
#
£
Outstanding at beginning of the year
29,112,783
0.44
29,146,117
0.44
Granted
56,564,792
0.60
-
-
Vested
-
-
-
-
Cancelled
(5,276,611)
0.60
-
-
Exercised
(156,000)
0.46
(33,334)
0.46
Outstanding as at year end
80,244,964
0.54
29,112,783
0.44
Exercisable at year end
28,956,784
0.44
29,112,783
0.44
LTIP awards
31 December 2024
31 December 2023
Weighted average valuation price
Weighted average valuation price
#
£
#
£
Outstanding at beginning of the year
25,620,000
0.69
25,620,000
0.69
Granted
-
-
-
-
Vested
-
-
-
-
Exercised
-
-
-
-
Outstanding as at year end
25,620,000
0.69
25,620,000
0.69
Exercisable at year end
11,153,240
-
-
-
30. Other Reserves
Consolidated
Deferred shares
Capital redemption reserve
Revaluation reserve
Capital reserve
Foreign currency translation reserve
Total
£'000
£'000
£'000
£'000
£'000
£'000
As at 1 January 2023
762
600
4,671
687
3,541
10,261
Other comprehensive income
-
-
(5,506)
-
-
(5,506)
Currency translation differences
-
-
-
-
(3,109)
(3,109)
Other adjustments
(762)
-
-
(255)
-
(1,017)
As at 31 December 2023
-
600
(835)
432
432
629
As at 1 January 2024
-
600
(835)
432
432
629
Other comprehensive income
-
-
(1,229)
-
-
(1,229)
Currency translation differences
-
-
-
-
943
943
Other adjustments
-
-
-
(373)
-
(373)
As at 31 December 2024
-
600
(2,064)
59
1,375
(30)
31. Non-controlling interests
Proportion of non-controlling interest
Name
Country of incorporation & Place of business
31 December 2024
31 December 2023
Vápenka Vitosov s.r.o
Czechia
75%
-
Suomen Karbonaatti Oy
Finland
51%
51%
Kalkproduktion Storugns AB
Sweden
66.7%
66.7%
NKD Holding Oy
Finland
51%
51%
Canteras La Belonga SA
Spain
65%
65%
Granulats du Hainaut SA
Belgium
75%
75%
Juuan Dolomiittikalkki Oy
Finland
70%
70%
Consolidated
31 December 2024
31 December 2023
£'000
£'000
As at 1 January
14,143
11,732
Acquired in business combination
13,833
616
Non-controlling interests share of profit in the period
5,380
3,184
Dividends paid
(3,053)
(1,275)
Foreign exchange movement
(1,553)
(114)
Other adjustments
152
-
As at 31 December
28,902
14,143
31 December 2024
31 December 2023
Vapenka Vitosov
Suomen Karbonaatti
Other individually immaterial subsidiaries
Suomen Karbonaatti
Other individually immaterial subsidiaries
£'000
£'000
£'000
£'000
£'000
Current assets
16,808
18,235
15,070
18,762
14,459
Non-current assets
71,408
2,598
22,240
2,489
23,612
Current liabilities
(5,596)
(3,698)
(8,468)
(4,919)
(8,442)
Non-current liabilities
(12,258)
(7,467)
(5,351)
(7,807)
(6,082)
Net Assets
70,362
9,668
23,491
8,525
23,547
Net Assets Attributable to NCI
17,590
4,737
8,515
4,192
7,800
Revenue
40,111
39,489
28,141
38,252
32,062
Profit after taxation
6,665
5,761
3,914
4,108
3,705
Other comprehensive income
-
-
-
-
-
Total comprehensive income
6,665
5,761
3,914
4,108
3,705
Net operating cash flow
10,950
6,980
2,969
4,486
5,081
Net investing cash flow
(1,612)
(1,085)
(9,458)
(324)
(8,971)
Net financing cash flow
(3,167)
(4,224)
9,133
(2,610)
4,021
Dividends paid to NCI
823
2,030
200
1,275
-
32. Earnings Per Share
The calculation of the total continuing operations basic earnings per share of 2.04 pence (2023: 1.41 pence) and discontinued operations basic earnings per share of 0.06 pence (2023: 0.57 pence) is calculated by dividing the profit attributable to shareholders of £23.3 million (2023: £13.5 million) by the weighted average number of ordinary shares of 1,111,403,279 (2023: 684,973,893) in issue during the period.
Continuing operations diluted earnings per share of 1.89 pence (2023: 1.35 pence) and discontinued operations diluted earnings per share of 0.06 pence (2023: 0.55 pence) is calculated by dividing the profit attributable to shareholders of £23.3 million (2023: £13.5 million) by the weighted average number of ordinary shares in issue during the period plus the weighted average number of share options and warrants to subscribe for ordinary shares in the Company, which together total 1,196,589,592 (2023: 714,091,517). The weighted average number of shares is the opening balance of ordinary shares plus the weighted average of 417,601,380 shares.
Details of share options that could potentially dilute earnings per share in future periods are disclosed in Note 29.
33. Fair Value of Financial Assets and Liabilities Measured at Amortised Costs
The following table shows the carrying amounts and fair values of the financial assets and liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
Items where the carrying amount equates to the fair value are categorised to three levels:
· Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.
· Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
· Level 3 inputs are unobservable inputs for the asset or liability.
Items which are categorised as Level 2 financial assets and liabilities are forward exchange contracts and these are valued using the year end exchange rate for the relevant currencies.
Carrying Amount
Fair value
Fair value - Hedging instruments
Fair value through P&L
Fair value through OCI
Financial asset at amortised cost
Other financial liabilities
Total
Level 1
Level 2
Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Forward exchange contracts
-
-
298
-
-
298
-
298
298
Electricity hedges
-
-
215
-
-
215
215
-
215
Financials assets not measured at fair value
Trade and other receivables (excl. Derivatives)
-
-
-
171,929
-
171,929
-
-
-
Cash and cash equivalents
-
-
-
131,356
-
131,356
-
-
-
Financial liabilities measured at fair value
Forward exchange contracts
-
40
224
-
-
264
-
264
264
Electricity hedges
-
-
1,079
-
-
1,079
1,079
-
1,079
Financial liabilities not measured at fair value
Loans
-
-
-
-
591,485
591,485
-
-
-
Finance lease liability
-
-
-
-
50,347
50,347
-
-
-
Trade and other payables (excl. derivative)
-
-
-
-
439,077
439,077
-
-
-
34. Business Combinations
On 22 November 2023, the Company announced the conditional and transformational acquisition of a comprehensive portfolio of European lime and industrial limestone assets from CRH. Deal 1 completed on 4 January 2024 which comprised of Fels Holdings GmBH, Vapenka Vitošov s.r.o and Clogrennane Lime Limited. Deal 2 completed on 26 March 2024 which was Buxton Lime Limited and Deal 3 completed on 2 September 2024 which was Nordkalk Wapno Sp Z.o.o (previously named Ovetill Investments Sp. Z.o.o.).
Strategically the Acquisitions represented an opportunity to become one of Europe's leaders in lime, combining high quality businesses and complementary footprints, positioning the Group as either the number one or number two participant in all its key lime markets.
Fels Holdings GmbH
On 4 January 2024, the Group acquired 100 per cent. of the share capital of Fels Holding GmbH ('Fels') and its subsidiaries for a cash consideration of €585 million including deferred consideration. Fels is registered and incorporated in Germany. Fels is a lime producer with the key operations of extracting limestone from quarries as well as further processing the limestone.
The following table summarises the consideration paid for Fels and the values of the assets and equity assumed at the acquisition date.
Total consideration
£'000
Net cash consideration
358,756
Purchase of loan
(122,334)
Discounted deferred consideration
59,252
295,674
Recognised amounts of assets and liabilities acquired
£'000
Trade and other receivables
31,659
Inventories
21,145
Cash and cash equivalents
25,724
Property, plant & equipment
402,953
Intangible assets
109,198
Trade and other payables
(81,679)
Borrowings with parent
(122,539)
Provisions
(76,652)
Income tax refund
(7,328)
Deferred tax liabilities
(81,248)
Total identifiable net assets
221,233
Goodwill (refer to Note 17)
74,441
Total consideration
295,674
Since 4 January 2024, Fels has contributed a profit of £14 million and revenue of £250.7 million. Had Fels been consolidated from 1 January 2024, the consolidated statement of income would show no additional profit and no additional revenue.
Vapenka Vitošov s.r.o
On 4 January 2024, the Group acquired 75 per cent. of the share capital of Vapenka Vitošov s.r.o ('Vapenka') for a cash consideration of €85.8 million. Vapenka is registered and incorporated in the Czechia. Vapenka is a lime producer with the key operations of extracting limestone from quarries as well as further processing the limestone.
The following table summarises the consideration paid for Vapenka and the values of the assets and equity assumed at the acquisition date.
Total consideration
£'000
Cash
71,063
71,063
Recognised amounts of assets and liabilities acquired
£'000
Cash and cash equivalents
2,819
Trade and other receivables
5,031
Inventories
4,236
Property, plant & equipment
61,565
Intangible assets
12,777
Trade and other payables
(4,410)
Income tax payable
(714)
Borrowings
(7)
Provisions
(423)
Deferred tax liabilities
(11,840)
Non-controlling interests
(13,928)
Total identifiable net assets
55,106
Goodwill (refer to Note 17)
15,957
Total consideration
71,063
The Group has chosen to recognise the non-controlling interest at its book value for this acquisition.
Since 4 January 2024, Vapenka has contributed a profit of £6.8 million and revenue of £41 million. Had Vapenka been consolidated from 1 January 2024, the consolidated statement of income would show no additional profit and no additional revenue.
Clogrennane Lime Limited
On 4 January 2024, the Group acquired 100 per cent. of the share capital of Clogrennane Lime Limited ('Clogrennane') for a cash consideration of €57.7 million. Clogrennane is registered and incorporated in Ireland. Clogrennane is a lime producer with the key operations of extracting limestone from quarries as well as further processing the limestone.
The following table summarises the consideration paid for Clogrennane and the values of the assets and equity assumed at the acquisition date.
Total consideration
£'000
Cash
47,775
47,775
Recognised amounts of assets and liabilities acquired
£'000
Cash and cash equivalents
8,143
Trade and other receivables
3,507
Inventories
2,492
Property, plant & equipment
8,911
Trade and other payables
(4,075)
Borrowings
(1)
Income tax payable
(1,161)
Deferred tax liability
(941)
Total identifiable net assets
16,875
Goodwill (refer to Note 17)
30,900
Total consideration
47,775
Since 4 January 2024, Clogrennane has contributed a profit of £4.6 million and revenue of £21.7 million. Had Clogrennane been consolidated from 1 January 2024, the consolidated statement of income would show no additional profit and no additional revenue.
Buxton Lime Limited
On 26 March 2024, the Group acquired 100 per cent. of the share capital of Buxton Lime Limited ('Buxton') for a cash consideration of €149 million. Buxton is registered and incorporated in England and Wales. Buxton is a lime producer with the key operations of extracting limestone from quarries as well as further processing the limestone.
The following table summarises the consideration paid for Buxton and the values of the assets and equity assumed at the acquisition date.
Total consideration
£'000
Cash
123,664
Purchase of shareholder loan
(19,101)
104,563
Recognised amounts of assets and liabilities acquired
£'000
Cash and cash equivalents
500
Inventories
2,979
Property, plant & equipment
25,308
Trade and other payables
(23,088)
Income tax payable
(861)
Deferred tax
(3,459)
Provisions
(1,736)
Total identifiable net assets
(357)
Provisional goodwill (refer to Note 17)
104,920
Total consideration
104,563
The fair value of the acquired assets of Buxton are provisional, pending receipt of the final valuations for those assets. Deferred tax has been provided in relation to these fair value adjustments.
Since 26 March 2024, Buxton has contributed a profit of £12.1 million and revenue of £72.4 million. Had Buxton been consolidated from 1 January 2024, the consolidated statement of income would show additional profit of £3 million and revenue of £22.5 million.
Nordkalk Wapno Sp Z.o.o (previously named Ovetill Investments Sp. Z.o.o.)
On 2 September 2024, the Group acquired 100 per cent. of the share capital of Nordkalk Wapno Sp. Z.o.o ('Wapno') for a cash consideration of €117 million. Wapno is registered and incorporated in Poland. Wapno is a lime producer with the key operations of extracting limestone from quarries as well as further processing the limestone.
The following table summarises the consideration paid for Wapno and the values of the assets and equity assumed at the acquisition date.
Total consideration
£'000
Cash
13,827
Deferred consideration
78,974
92,801
Recognised amounts of assets and liabilities acquired
£'000
Cash and cash equivalents
13,983
Inventories
5,521
Trade receivables
11,274
Property, plant & equipment
22,061
Deferred tax assets
1,474
Trade and other payables
(11,877)
Income tax payable
(418)
Deferred tax liabilities
(479)
Provisions
(137)
Total identifiable net assets
41,402
Provisional goodwill (refer to Note 17)
51,399
Total consideration
92,801
The fair value of the acquired assets of Wapno are provisional, pending receipt of the final valuations for those assets. Deferred tax has been provided in relation to these fair value adjustments.
Since 2 September 2024, Wapno has contributed a profit of £4.9 million and revenue of £29.2 million. Had Wapno been consolidated from 1 January 2024, the consolidated statement of income would show additional profit of £14.1 million and revenue of £57.0 million.
35. Contingencies
The Group is not aware of any material personal injury or damage claims open against the Group.
36. Related party transactions
Loans with Group Undertakings
Amounts receivable/(payable) as a result of loans granted to/(from) subsidiary undertakings are as follows:
Company
31 December 2024
31 December 2023
£'000
£'000
Ronez Limited
(31,633)
(27,152)
SigmaGsy Limited
(9,608)
(9,013)
SigmaFin Limited
12,249
21,885
Topcrete Limited
(846)
(11,179)
Poundfield Products (Group) Limited
5,338
5,012
Foelfach Stone Limited
632
594
CCP Building Products Limited
5,656
5,311
Carrières du Hainaut SCA
24,442
16,799
GDH (Holdings) Limited
16,374
11,435
B-Mix Beton NV
-
10,349
Stone Holdings SA
519
409
Nordkalk Oy Ab
11,813
43,062
Johnston Quarry Group
11,707
12,604
Rightcast Limited
(1,190)
(1,117)
Retaining (UK) Limited
(1,178)
(506)
SigmaCen GmbH
367,422
-
Fels Werke GmbH
(51,636)
-
Clogrennane Lime Limited
(10,307)
-
SigmaLime IRE Limited
48,982
-
Buxton Lime Limited
14,269
-
Mavecotill Investments Z.o.o
14,129
-
Nordkalk Wapno Sp Z.o.o
(8,488)
-
Baltic CO2 Management OU
449
-
419,095
78,493
Loans granted to or from subsidiaries are unsecured, have interest charged at 6.5% and are repayable in Pounds Sterling on demand from the Company.
Debt pushdown loans to subsidiaries are charged at the external borrowing rate plus a facilitation margin.
All intra Group transactions are eliminated on consolidation.
Transactions with directors and directors' shareholdings
Details of transactions with directors, directors' shareholdings and outstanding share options are provided in the Remuneration Committee Report.
37. Ultimate Controlling Party
The Directors believe there is no ultimate controlling party.
38. Events After the Reporting Date
On 20 February 2025 the Company has amended and restated its existing Bridge Loan with a new 5-year term facility up to €125 million through a US Private Placement process. The new debt facility has a security profile that mirrors the existing syndicated senior credit facility and a bullet at maturity in 2030. The interest coupon is based on the 5-year EURIBOR bond yield plus a margin which is fixed at 4.93% for the duration of the term.
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FR EAADKFAESEFA
