REG - SigmaRoc PLC - Full Year Results and Notice of AGM
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RNS Number : 6752W SigmaRoc PLC 16 March 2026
(EPIC: SRC / Market: AIM / Sector: Construction Materials)
16 March 2026
SIGMAROC PLC
('SigmaRoc', the 'Company' or the 'Group')
Audited full year results for year ended 31 December 2025
Record results and new, improved financing facility create platform for growth
Notice of AGM, Analyst briefing and Investor Presentation
SigmaRoc, a leading European lime and minerals group, is pleased to announce
its audited results for the year ended 31 December 2025.
Statutory results Underlying(1) results
31 December 2025 31 December 2024 YoY 31 December 2025 31 December 2024 YoY
change change
Revenue(6) £1,035.9m £997.6m +3.8% £1,035.9m £997.6m +3.8%
EBITDA(6) £243.2m £180.1m +35.0% £262.2m £224.6m +16.7%
EBITDA margin(6) 23.5% 18.1% +30.0% 25.3% 22.5% +12.4%
Profit before tax(6) £98.9m £45.8m +115.9% £154.0m £117.6m +31.0%
EPS(6) 7.28p 2.10p +246.7% 10.51p 8.35p +25.9%
Net debt(2) £472.4m £509.5m -7.3%
Covenant Leverage 1.80x 2.09x -13.9%
ROIC(7) 12.2% 11.5% +6.1%
FCF(3) £133.8m £113.0m +18.4%
FCF Conversion(4) 51.0% 50.3% +1.4%
Proforma statutory results(5) Proforma underlying results(5)
31 December 2025 31 December 2024 YoY 31 December 2025 31 December 2024 YoY
change change
Revenue £1,028.9m £1,039.0m -1.0% £1,028.9m £1,039.0m -1.0%
EBITDA £243.2m £185.1m +31.4% £261.7m £242.0m +8.1%
EBITDA margin 23.6% 17.8% +32.7% 25.4% 23.3% +9.2%
(1) Underlying results are stated before acquisition related expenses, certain
finance costs, redundancy and reorganisation costs, impairments, amortisation
of acquisition intangibles and share option expense. Underlying results
include continuing and discontinued operations. References to an underlying
profit measure throughout this Annual Report are defined on this basis.
Non-underlying items are described further in the Chief Financial Officer's
report. These measures are not defined by UK IAS and therefore may not be
directly comparable to similar measures adopted by other companies.
2 Net debt including IFRS 16 lease liabilities.
3 Free Cash Flow takes net cash flows from operating activities and adjusts
for CapEx excluding IFRS 16 leases and growth capex, net interest paid, and
for the underlying result further adjusts for net non-underlying expenses paid
and working capital payments relating to pre-acquisition accruals or purchase
price adjustments.
(4) Free Cash Flow Conversion is FCF relative to underlying EBITDA.
(5) Proforma calculation includes all continuing operations in full for 2025
and 2024 on an underlying basis.
(6) The 2024 results include continuing and discontinued operations which is
consistent with the figures reported in 2024 annual report.
(7) Return on invested capital is the net operating profit after tax / average
invested capital.
FINANCIAL HIGHLIGHTS
Strong delivery ahead of original consensus
Financial performance including full year contribution from UK and Poland
acquisitions:
· Revenue 4% higher year-on-year ('YoY') at £1,036m (FY24: £998m)
with pricing and mix benefits offsetting lower volumes;
· Underlying(1) EBITDA up over 16% YoY to £262m (FY24: £224.6m);
· Underlying(1) EBITDA margin up 280bps YoY to c.25.3%, reflecting
strong cost discipline and synergy delivery;
· Underlying(1) EPS 10.5p, 10% ahead of previous guidance and 26%
higher YoY;
· FCF(3) up 18% to £134m FCF with 51% FCF conversion;
· FY25 covenant leverage 1.8x (FY24: 2.1x), supported by continued
strong cashflow;
· ROIC(7) improved 70bps to 12.2%;
· FY26 is expected to benefit from the German infrastructure
stimulus and improving sentiment in selected end-markets, including steel and
residential.
Pro-forma highlights(5)
· Revenue decreased by 1% to £1,029m due to overall volume
reduction;
· Underlying(1) EBITDA rose by 8% YoY, driven by strong synergy
execution and cost discipline;
· Underlying(1) EBITDA margin improved by 210bps to 25.4%
reflecting self-help initiatives and cost control.
Volumes and market conditions
· Consistent with H1, core volumes down 3% YoY, reflecting softer
construction and steel markets;
· Through planned synergy initiatives on plant network and
commercial optimisation, overall volumes reduced by a further 6.8% as per
prior announcements;
· The Group continues to see encouraging signs across a number of
markets;
· UK & Ireland delivered a strong year through disciplined
execution across manufacturing, aggregates and lime;
· Belgium and the Netherlands continue to show signs of recovery,
finishing the year positively across both dimensional stone and aggregates;
· In Germany, signs of optimism continue, ending the year stronger
than anticipated. Increased residential planning approvals provide
encouragement for the year ahead;
· The Nordics delivered a robust result for the year through
excellent cost control, with stability in most segments and the first signs of
recovery in construction visible towards the year end.
Synergies programme
· The Group has achieved its minimum target of €40m recurring
synergies, two years ahead of schedule;
· These synergies have lifted Group EBITDA from £238m at the time
of the CRH asset acquisition to £262m at FY25, and have offset £17m of
volume-related EBITDA loss;
· Further improvement will be delivered through continued self-help
and optimisation initiatives;
· As a result, the Group considers its synergies programme as
having achieved its initial objectives while continuing to drive efficiency
improvements through its self-help programmes.
Divestments
· The Group has agreed the sale of three businesses, for total
proceeds of c.£18m, at an aggregate multiple of c.7.5x LTM EBITDA;
· The divestments consisted of a mortar operation in Germany, a
ready-mix business in France and a quarry and aggregates washing installation
in the UK;
· The divestments reflect portfolio optimisation, with the assets
transferred to owners better positioned to develop them;
· Following the completion of these divestments, the Group has
formally closed its divestment programme, whilst continuing to monitor whether
it remains the best owner of its portfolio assets.
Refinancing
· The Group has received commitment letters for a refinancing of
its principal banking arrangements with an increased facility of up to €825m
on investment grade terms;
· The new facility will deliver significant additional capacity within
a principally RCF led, unsecured structure, to support the funding of future
acquisitions.
Ventures
· SkreenHouse, SigmaRoc's venture investments arm, has been active
since inception, with over 250 projects reviewed, 74 active follow-ups, 10 due
diligence and 8 investments, including the following in 2025:
o Konkrete: technology that connects suppliers and transporters to deliver
faster, cheaper and more efficient service to construction sites;
o Adaptavate: sustainable construction materials that reduce carbon
footprint through biobased and renewable products.
Sustainability / ESG
· The Group maintained its CDP Climate Change rating of B in 2025,
reflecting continued strong performance in climate-related risk management and
disclosure; CDP Water Security rating improved from C to B;
· We have started the programme to convert our kilns to biofuel
with the conversion of a lime kiln in Czechia representing tangible progress
in decarbonising the kiln network;
· The Group increased its fossil-free electricity share from 71% to
86%, supporting continued reduction in Scope 2 emissions.
Investor engagement
· The Group's inaugural Capital Markets Day in May was well
attended, and a number of site visits and investor events were held throughout
the year to support investor understanding of the business;
· In 2025 SigmaRoc welcomed a number of new institutions and other
investors to the shareholder register and is grateful to all shareholders for
their continued support.
Outlook
· The Group expects 2026 to benefit from a number of structural
trends, underpinning its strong position in the European lime and limestone
markets;
· Extreme winter conditions slowed the start of the construction
season in certain regions like Poland and Belgium, but sector activity has
since recovered;
· Cost management remains a core focus generally;
· The German stimulus is expected to support industrial activity
and construction demand across our Central Region, with improvement currently
expected from H2 onwards;
· Measures including tariffs are expected to improve conditions in
the European steel industry, again with the recovery felt more strongly from
H2;
· Increased European defence spending is expected to provide
additional support across steel, construction and related end-markets;
· Housing at cyclical lows with significant shortfall in European
housing stock;
· Growth in data centre, AI and green economy investments provide
further opportunities for our construction materials segment;
· SigmaRoc continues to keep the Middle-East situation under
review. The Group has a number of strategies in place that naturally mitigate
the effects of any energy price volatility, with long-term hedges in place for
a significant portion of energy costs, an ability to switch energy sources
across the kiln network, and pass-through mechanisms in place for energy
intensive products.
Notice of Annual General Meeting
SigmaRoc is also pleased to provide notice that its Annual General Meeting
('AGM') will be held at 3:00pm on Thursday, 30 April 2026 at Durrants Hotel,
26-32 George Street, London, W1H 5BJ.
Copies of the Notice of AGM, together with the Form of Proxy and Annual Report
will be posted to shareholders in due course and within our required notice
periods.
Max Vermorken, CEO, commented:
"It is with deep thanks to our staff for their hard work and to our
shareholders for their continued support that we present a set of fantastic
results for the year 2025. These results demonstrate the quality of our
business, the agility of our business model and the resourcefulness of our
teams. They show the company is now well set up for its next chapter, to scale
and take advantage of the many cyclical and structural tailwinds which are
starting to emerge in Europe.
Some of these tail winds are starting to become apparent throughout the Group.
Some will need a bit more time to materialise. We are confident however,
seeing how the Group was able to handle incredibly uncertain times in the
past, that it is now positioned to be able to take advantage of tailwinds,
mitigate headwinds and deliver success and results for shareholders."
END
The full text of the statement is set out below, together with detailed
financial results, and will be available on the Company's website at
www.sigmaroc.com.
Analyst Briefing
SigmaRoc will host a hybrid presentation for analysts on Monday, 16 March 2026
at 8.00 GMT. For more details and to register to attend please
contact ir@sigmaroc.com.
Private Investor Presentation
SigmaRoc is pleased to announce that its Chairman, David Barrett, its Chief
Executive Officer, Max Vermorken, and its Chief Financial Officer, Jan Van
Beek, will provide a live presentation to private investors reviewing the FY25
Results and prospects via Investor Meet Company on Monday, 16 March 2026 at
11.00 GMT.
The presentation is open to all existing and potential shareholders. Questions
can be submitted before the event and at any time during the live
presentation. Investors can sign up to Investor Meet Company for free and add
to meet SigmaRoc via:
https://www.investormeetcompany.com/sigmaroc-plc/register-investor
(https://www.investormeetcompany.com/sigmaroc-plc/register-investor)
Investors who already follow SigmaRoc on the Investor Meet Company platform
will automatically be invited.
---------------------------------------------------------------------------------------------------------------------------
For further information, please contact:
SigmaRoc plc Tel: +44 (0) 207 002 1080
Max Vermorken (Chief Executive Officer)
Jan van Beek (Chief Financial Officer) ir@sigmaroc.com (mailto:ir@sigmaroc.com)
Tom Jenkins (Head of Investor Relations)
Panmure Liberum (Nomad and Co-Broker) Tel: +44 (0) 203 100 2000
Scott Mathieson / John More / Dru Danford
Deutsche Numis (Co-Broker) Tel: +44 (0) 207 260 1000
Richard Thomas / Hannah Boros
CHAIRMAN'S STATEMENT
I am pleased to present SigmaRoc's Annual Report for the year ended 31
December 2025. Following a transformational 2024 for SigmaRoc with the Lime
Acquisitions, 2025 was a year of integration, delivery and discipline. Our
focus was on embedding the acquired businesses, realising synergies and
strengthening the Group's operating platform. This secured our position as a
European leader in lime and limestone, delivered a strong financial
performance despite market headwinds and supported further progress on our
sustainability objectives.
Delivery matters
The year was characterised by disciplined operational management. We optimised
our operations to ensure the Group was well positioned for what was a
challenging year across many of our markets, whilst also preparing the
business to benefit from the volume recovery that typically follows a cyclical
downturn. We also positioned the business to capitalise on the anticipated
increase in infrastructure spending in our Central Region driven by the
nascent but hugely significant German stimulus programme. In parallel, we have
also continued to invest in our existing assets, enhancing operational
efficiency and extending the life of our quarries.
Our financial results for the year ended 31 December 2025 reflect the
successful execution of our strategy. Revenue increased by 3.8% to £1,035.9
million, with underlying EBITDA up 16.7% to £262.2 million and EPS increasing
by 25.9%. On a proforma basis underlying EBITDA increased 8.1%, reflecting
strong cost discipline and synergy delivery. This strong performance
demonstrates the resilience of our business model and the dedication of our
management teams across all regions.
Good strategic progress
Following on from the 2024 acquisitions, 2025 was a year in which we fully
integrated the new businesses and delivered on our synergy programme. This
progress was achieved in a market that remained unhelpful from a volume
perspective, primarily due to continued softness in the residential
construction and steel markets.
Our enhanced geographical footprint and enhanced product offering, enabling us
to serve a diverse customer base across broad end markets, was key to the
successful delivery of a result for the year ahead of market expectations.
Lime and limestone are essential to modern industry and daily life and are key
resources in the transition to a more sustainable economy. While these
minerals are not widely recognised as vital resources, they are essential to
numerous industrial processes and will only become more integral in the years
to come. Lime, in particular, stands out as the most cost-effective alkali,
enabling essential chemical reactions that support a wide range of industries.
This unique versatility and affordability make lime and limestone central to
our operations and to our long-term vision.
Capital markets day
In May we delivered our inaugural capital markets day to a full house of
shareholders and advisers, both in person and online. The event was well
received, attended by over 70% of our shareholders, providing them with an
outline of our 5-year plan, along with a comprehensive update on the lime and
limestone business, its markets and prospects.
Governance
Whilst 2024 represented a year of change, with a new CFO and two additional
independent NEDs, plus various updates to our committee structures to
correspond with best practice, 2025 was characterised by the stability of the
new team, with new members integrating successfully and providing the Board
with their valuable experience and insights. We benefitted from a full
attendance of all Board members to our meetings, along with their taking an
active part in the Capital Markets Day, along with site visits and other
events during the year. The Board remains highly engaged, not only in the
formal aspects of governance, but also through active participation in
investor and stakeholder engagement and I thank my colleagues for their
continued commitment to SigmaRoc.
Our governance framework continues to ensure transparency, accountability and
alignment with the interests of our stakeholders, reflecting our commitment to
high standards and ethical business conduct.
Strategic Advisory Board
The establishment of the Strategic Advisory Board in the last quarter of 2025
will help ensure focus on the longer-term direction of the Group.
Well positioned for a recovery in our underlying markets
Looking ahead, we are well positioned in attractive markets, supported by a
diversified portfolio and a clear commitment to sustainability that provides a
strong foundation for continued growth.
I would like to express my gratitude to our employees for their unwavering
dedication and to our customers and shareholders for their continued support.
We have entered 2026 with optimism and a clear strategy to drive further
growth and value creation.
David Barrett
Executive Chairman
13 March 2026
CEO's STRATEGIC REPORT
Four major acquisitions have so far marked the history of our Group since its
founding in 2016. Each of these major transactions was in itself an enormous
step for the business at that time. It was not always easy to follow how each
next step would fit in the jigsaw puzzle being laid. As shareholders you have
always supported our journey forward, support which will never be taken for
granted and which will always be deeply appreciated.
From these four leaps forward emerged a better business, capable of dealing
with the market turmoil from Brexit, the Ukrainian conflict, the energy crisis
and the generalised economic weakness which have characterised Europe over the
past years. Each new business was integrated in the year following its
acquisition. Each business generated significant additional returns for our
Group within twenty-four months.
The theme of this Annual Report is therefore the incredible achievement of
around three thousand colleagues in fifteen countries who came together as one
and delivered a result well ahead of anyone's expectations. 2025 was the year
of consolidation and delivery, the year which clearly demonstrated the
strength of our teams, our assets and our operating model. 2025 was also the
year which validated the vision, already held decades ago, that there is a
space for a leading minerals Group which delivers for its shareholders through
scale, disciplined investment, operational consistency and long-term
partnerships with customers, its stakeholders and local communities.
That vision, when executed well, delivers durable value. In 2025, we improved
our margins, reduced our leverage and improved ROIC while volumes remained
subdued. This combination tells you something important about the structural
strength of this Group. We are not dependent on perfect market conditions to
perform.
In 2025 we also prepared the Company for recovery in markets across Europe.
Volumes will return to growth, driven by stimulus programmes and natural
cyclicality in certain markets. When this growth materialises, our Group is
ready to take advantage of this new reality, as it supports its customers
deliver their growth ambitions.
This readiness is characterised by four important improvements we made across
the year. Firstly, our Group is now fully integrated to perform as one, with
an efficient asset base capable of delivering where opportunity is greatest.
Secondly, we have demonstrated we can integrate and deliver value from small
and large complex deals. Thirdly, our Group has demonstrated its focus on
margin generation as our resource is scarce and our product offering solutions
focussed. Lastly our Group has demonstrated is capital allocation strategy
delivers value, as it seeks to invest where returns are highest, cycles assets
where the portfolio is out of balance and manages leverage prudently across
economic cycles.
The sections that follow set out in more detail how these various points
helped deliver an excellent year 2025 through our financial performance,
progress on strategic initiatives and what lies ahead for 2026 and beyond.
Strong financial performance
We delivered another impressive financial year, with revenue 4% higher at
£1,036m, and underlying EBITDA up over 16% to £262m. The improvement in
EBITDA reflected strong cost discipline and the hard work of the whole team on
the synergy programme, where we delivered the minimum expectations from the
CRH Lime Acquisitions two years earlier than originally planned.
On a like-for-like basis, revenue decreased by 1%, due to overall volume
reduction, in part due to softer core demand, but primarily due to the result
of deliberate plant network and commercial optimisation, exiting lower margin
and non-core business. Underlying like-for-like EBITDA increased 8%, driven by
the strong synergy execution and cost discipline.
Underlying profit before tax increased 31% to £154 million, translating into
underlying EPS of 10.5p - a 26% increase year-on-year and a ninth consecutive
year of growth. This performance is principally the result of the hard work of
all our employees, delivering a fantastic result for our stakeholders in
markets that remained challenging throughout the year.
Cashflow was strong during the year, driven by the underlying operating
performance and disciplined management of capital expenditure and working
capital, leading to £134m free cash flow and a reduction in leverage to 1.8x.
This robust performance reflects three things: the strength of our diversified
portfolio, the successful integration of the CRH Lime Acquisitions and the
consistent operational focus across the Group.
Proforma financial history
The Group has opted to present proforma revenue by market and product,
together with proforma revenue and EBITDA by region, and volumes by product,
in order to assist stakeholders in better understanding the enlarged Group.
Revenue by market 2025 2024 YoY change
Industrial £321m £344m -6.7%
Environmental £240m £226m +6.2%
Construction £468m £469m +0.2%
£1,029m £1,039m -1.0%
Revenue by product 2025 2024 YoY change
High-grade minerals £734m £744m -1.4%
Aggregates and stone £120m £135m -10.8%
Value-added products £175m £160m +9.1%
£1,029m £1,039m -1.0%
Sales volume by product (tonnes) 2025 2024 YoY change
High-grade minerals 10.5mt 10.9mt -3.7%
Aggregates and stone 10.1mt 12.2mt -17.1%(1)
Value-added products 1.3mt 1.2mt +8.3%
21.9mt 24.3mt -9.8%
Regional proforma financial history
UK & Ireland 2025 2024 YoY change
Revenue £258m £254m +1.5%
EBITDA £68m £58m +17.9%
Western Europe 2025 2024 YoY change
Revenue £65m £63m +2.4%
EBITDA £17m £15m +14.6%
Central Europe(2) 2025 2024 YoY change
Revenue £464m £472m -1.7%
EBITDA £139m £134m +3.3%
Nordics(2) 2025 2024 YoY change
Revenue £242m £250m -3.1%
EBITDA £53m £49m +7.3%
2025 2024 YoY change
Total Revenue £1,029m £1,039m -1.0%
Total EBITDA(3) £262m £242m +8.1%
(1) ( )A significant portion of this reduction is a result of planned synergy
initiatives on plant network and commercial optimisation.
(2) Nordkalk Estonia and Nordkalk Germany were moved to the Central Region in
the current year. The FY24 figures have been reallocated to provide a LFL
comparison.
(3) EBITDA is stated after £15m (FY25) and £14m (FY24) corporate costs.
Key takeaways from the above information are as follows:
· The Group is well diversified across three key end markets -
industrial, environmental and construction, with no end market over 50% of the
Group;
· Regional performance was generally positive with all areas
showing improved EBITDA;
· The UK and Western Europe delivered strong improvements in EBITDA
through disciplined execution on costs and customer delivery;
· The industrial market was impacted by weaker steel and paper
markets, albeit steel showed signs of a recovery towards the year end.
Construction remained stable across both infrastructure and residential, with
residential markets showing signs of a recovery towards the end of the year.
The environmental market was robust, benefitting from a good performance in
both flue gas and water treatment with stability elsewhere.
· Volume reductions in aggregates and stone reflected subdued
construction markets and a focus on higher margin contracts, including the
deliberate reduction of over one million tonnes of material. High-grade
mineral volumes were resilient in spite of a market with weakness in steel and
paper compensated for with strength in environmental areas. Concrete products
and surfacing had positive years, boosting sales of value-added products which
performed well.
· High-grade minerals continue to represent over 70% of sales.
Typically, the end markets for high-grade minerals are characterised by large
customers with exacting quality and chemical consistency expectations, a
requirement for surety of supply and long-term contractual arrangements.
Clear strategic progress with synergy programme delivering ahead of schedule
This year we successfully accelerated and completed the integration of the CRH
Lime Acquisitions, consolidating our lime footprint in Europe and our position
as a leading supplier of essential mineral products.
The Group has achieved its minimum target of €40m recurring synergies, two
years ahead of schedule. These were delivered through operational and SG&A
improvements, plant network optimisation initiatives and topline growth
initiatives. Execution was disciplined and consistent across regions.
Synergies have lifted Group EBITDA from £238m at acquisition to £262m in
FY25 and have offset £17m of volume-related EBITDA loss. Further improvement
was delivered through continued self-help and optimisation initiatives. The
initial objectives of the programme have been achieved and operational
discipline remains embedded across the business.
Portfolio rationalisation through disposal of non-core assets
We progressed with our divestment programme in 2025, disposing of three
businesses, one expected to complete in 2026, for proceeds of £18m at an
aggregate multiple of around 7.5x LTM EBITDA.
These disposals consisted of a mortar operation in Germany, a ready-mix
business in France and a quarry and aggregates washing installation in the UK.
The divestments reflect portfolio optimisation, with the assets transferred to
owners better positioned to develop them. Following the completion of these
divestments, the Group has formally closed its divestment programme, whilst
continuing to monitor whether it remains the best owner of its portfolio
assets.
Strengthened safety
Safety remains non-negotiable. Our responsibility is to ensure every colleague
returns home safely.
In 2025, we further strengthened the Group's H&S capability with the
addition of new team members, expanding coverage and follow up. This enlarged
team carried out 218 audits across the Group's expanded footprint, supporting
improved oversight, consistency and learning across the business. A detailed
review of our health and safety performance and progress is included in the
ESG section of this report.
Committed to sustainability
Our approach to managing environmental impacts is embedded in how we operate
and invest across the Group.
In 2025, we progressed our decarbonisation programme through continued
deployment of alternative fuels, increased use of renewable and fossil-free
electricity, and the continued advancement of decarbonisation trials across
our operations. A full lime kiln in Czechia was successfully converted to
biofuel, representing tangible progress in reducing emissions from our kilns.
These actions supported improved external performance, with SigmaRoc
maintaining a CDP Climate Change rating of B and improving our CDP Water
Security rating from C to B. We also continue to engage with and support the
communities where we operate through employment, skills development and other
local initiatives. Our strong values-led culture that permeates throughout the
Group is described further in the About Us section of this report.
Non-financial and sustainability information statement
The Company recognises the need to report on climate change and sustainability
under the Companies Act. The Group has fulfilled its requirement to report
under the Companies Act throughout the ESG section of this report.
Driving innovation to support growth
We continue to innovate within our core operations. AI is being applied to
optimise the efficiency of our kilns, and our network upgrade ensures
compatibility with alternative fuels.
In addition to this, SkreenHouse Ventures continues to evaluate innovative
sustainable buildings products, such as reduced carbon cement and concrete.
2026 has started as expected, with structural tailwinds to follow
The Group expects 2026 to benefit from a number of structural trends that
directly support demand for lime and limestone across our core European
markets, notwithstanding some early weather-related disruption in Germany and
Poland.
On the demand side, the German stimulus is expected to support industrial
activity and construction demand across our Central Region, with improvement
currently expected from H2 onwards. Other measures including tariffs are
expected to improve conditions in the European steel industry, again with the
recovery to be felt more strongly from H2. There are already signs of the
planned re-opening of European blast furnaces that had been mothballed.
Increased European defence spending, along with continued investments in data
centres, AI and green economy initiatives provide additional opportunities
across construction, environmental and industrial end-markets.
In addition to the above, the residential market is at cyclical lows with a
significant shortfall in European housing stock, which at some point will lead
to an improvement in residential demand.
While the pace and timing of recovery may vary by region, the direction of
travel across our markets remains constructive. The operational strengthening
delivered in 2025 - margin expansion, leverage reduction and improved
efficiency - positions the Group well to convert improving activity into
sustainable performance.
Against this backdrop, our priorities for 2026 are clear:
- Improve safety and operating standards across all sites;
- Protect and strengthen margins through cost and capital
discipline;
- Convert improving infrastructure and industrial demand into
profitable growth;
- Grow selectively, both organically and through acquisitions,
where long-term returns are compelling.
SigmaRoc continues to keep the Middle-East situation under review. The Group
has a number of strategies in place that naturally mitigate the effects of the
current energy price volatility, with long-term hedging in place for a
significant portion of energy costs, an ability to switch energy sources
across the kiln network, and pass-through mechanisms in place for the majority
of energy intensive products.
Our focus on operational excellence, cash generation and prudent capital
allocation provide resilience as these trends develop. The Board's current
outlook for FY26 is therefore cautiously optimistic.
In closing, I would like to thank our employees, customers and stakeholders
for their continued support and commitment to SigmaRoc's mission. Together, we
are building a stronger, more sustainable future for all.
This report was approved by the Board on 13 March 2026.
Max Vermorken
Chief Executive Officer
CHIEF FINANCIAL OFFICER'S REPORT
It is an absolute pleasure to report strong financial results for the Group
delivered in an ongoing challenging macro-economic climate. The Company
successfully amended and restated its bridge loan with a new 5-year term
facility up to €125 million through a US private placement process, we drove
the acceleration of synergy results in our now integrated lime businesses,
made progress with our business portfolio management and we substantially
improved the profitability due to a strong focus on self-help costs
initiatives. With these actions, the Company is well positioned for market
segment recovery which would allow us to benefit from operating leverage in
the coming years.
For the year ending 31 December 2025, the Group generated revenue of £1,035.9
million (2024: £997.6 million for continuing and discontinued operations) and
underlying EBITDA of £262.2 million (2024: £224.7 million for continuing and
discontinued operations). Underlying profit before taxation for the Group was
£154.0 million (2024: £117.6 million for continuing and discontinued
operations).
The Board monitors the activities and performance of the Group on a regular
basis and uses financial indicators based on budget versus actual to assess
the performance of the Group. The indicators set out below will continue to be
used by the Board to assess performance over the period to 31 December 2026.
2025 2024
£'000 £'000
Cash and cash equivalents 166,674 131,356
Revenue (Continuing and discontinued operations) 1,035,897 997,614
Underlying EBITDA (Continuing and discontinued operations) 262,247 224,662
Capital expenditure (inclusive of IFRS16 leases) 96,713 75,017
Underlying Basic EPS 10.51p 8.35p
Covenant Leverage 1.8x 2.1x
Cash generated from operations was £205.7 million (2024: £117.0 million)
with a net increase in cash of £27.9 million (2024: £80.3 million) after
spending £88.3 million in net capital expenditure (net of PPE disposal) and
£97.0 million in loan amortisation repayments.
Capital expenditures relate to purchases of land and minerals, new plant and
machinery and improvements to existing infrastructure across the Group.
Non-underlying items
The Group's profit after tax is £120.5 million including £35.5 million
relates to non-underlying items. Of this, £16.4 million, representing
approximately 46.2%, is non-cash and non-tax deductible. These items relate to
ten categories:
1. £4.2 million in advisor, consulting, legal fees, accounting fees,
insurance and other direct costs relating to acquisitions including taxes,
which primarily relate to the Lime Acquisitions.
2. £3.1 million in prior acquisition earn out agreement expenses relate
to earn out payments to the sellers of the Retaining UK business.
3. £13.9 million amortisation of acquired assets and adjustments to
acquired assets.
4. £9.8 million in share-based payments relating to grants of options in
prior years.
5. £6.2 million legal and restructuring expenses relating to the
reorganisation and integration of recently acquired subsidiaries, including
costs associated with discontinuing sites and operations, transitional salary
costs, redundancies, severance and recruitment fees, and costs associated with
financial reporting and system migrations.
6. £3.0 million on amortisation of finance costs from the new syndicated
5-year debt facilities established in November 2023.
7. £6.6 million on unwinding of discounts on deferred consideration
payments for Cymru Quarry Group and in relation to the Lime Acquisitions.
8. £(19.7) million in tax credits on share options for the period,
deferred tax liability unwind on the asset fair value uplift, true up tax
balances from pre-acquisition period and the reduction in German tax rate for
deferred tax recognition from 29.3% to 25.8%.
9. £4.9 million for reversal of non-underlying gains as a non-cash
adjustment due to change in Group accounting policy from consolidation of the
EBT.
10. £3.5 million in other exceptional costs which primarily relate to
non-cash balance sheet adjustments.
Interest and tax
Net finance costs in the year totalled £45.8 million (2024: £52.8 million)
including associated interest on bank finance facilities, as well as interest
on finance leases which totalled £3 million, this included IFRS 16
adjustments and hire purchase agreements.
A tax charge of £13.8 million (2024: £16.5 million) was recognised in the
year, resulting in a tax charge on profitability generated from mineral
extraction in the Channel Islands and profits generated through the Group's
UK, Irish, Belgium, German, Czechia, Polish and Nordic based operations.
Earnings per share
Basic EPS for the year was 7.28 pence (2024: 2.10 pence for continuing and
discontinued operations) and underlying basic EPS (adjusted for the
non-underlying items mentioned above) for the year totalled 10.51 pence (2024:
8.35 pence for continuing and discontinued operations).
Statement of financial position
Net assets at 31 December 2025 were £856.9 million (2024: £753.7 million).
Net assets are underpinned by mineral resources, land and buildings and plant
and machinery assets of the Group.
Cash flow
Cash generated by operations was £205.7 million (2024: £117.0 million). The
Group spent £89.6 million on capital projects including acquisition of
intangibles, repaid net borrowings of £36.6 million and paid interest of
£37.0 million. The net result was a cash inflow for the year of £27.9
million.
Net debt
Net debt on 31 December 2025 was £472.4 million (2024: £509.5 million).
Bank facilities
On 22 November 2023 the Company entered a syndicated senior credit facility of
up to €750 million (the 'New Debt Facilities') led by Santander UK and BNPP,
with the syndicate including several major UK and European banks and a further
€125 million bridge loan ('Bridge Loan'). The New Debt Facilities were
partially drawn on 4 January 2024 in connection with the Lime Acquisitions,
and the legacy debt facility was repaid as part of this process.
The New Debt Facilities comprise a €600 million committed term facility,
€150 million revolving credit facility and a further €100 million
uncommitted accordion.
The Group's New Debt Facilities have a maturity date of 21 November 2028 and
are subject to a variable interest rate based on EURIBOR plus a margin
depending on underlying EBITDA.
The Group's New Debt Facilities are subject to covenants which are tested
monthly and certified quarterly. These covenants are:
· Group interest cover ratio set at a minimum of
4.0 times EBITDA; and
· A maximum adjusted leverage ratio, which is the ratio of total
net debt, including further borrowings such as deferred consideration, to
adjusted EBITDA, of 3.75x in 2025.
On 20 February 2025, the Company amended and restated its existing Bridge Loan
with a new 5-year term facility up to €125 million through a US Private
Placement process. The new debt facility has a security profile that mirrors
the existing syndicated senior credit facility and a bullet at maturity in
February 2030. The interest coupon is based on the 5-year EURIBOR bond yield
plus a margin which is fixed at 4.93% for the duration of the term.
As of 31 December 2025, the Group comfortably complied with its bank facility
covenants under the terms of the debt facility agreement and total undrawn
facilities available to the Group under the debt facility amounted to £113
million.
Capital allocation
We prioritise the maintenance of a strong balance sheet and deploy our
capital responsibly, allowing us to commit significant organic investment to
our business whilst continuing to pursue acquisitions to accelerate our
strategic development. This conservative approach to financial
management will enable us to continue pursuing capital growth for our
shareholders, with de-gearing a primary focus, along with returning cash to
our shareholders via share buy-backs or dividends as this becomes appropriate.
Dividends
Subject to availability of distributable reserves, dividends will be paid to
shareholders when the Directors believe it is appropriate and prudent to do
so. The Directors do not recommend the payment of a dividend for the year (31
December 2024: nil).
Share buy-backs
The Company has in place permission to buy back its own shares into treasury.
Subject to the Directors' views on the valuation of the business, and within
the remit of our conservative overall capital allocation policy, the Company
could seek to use share buy-backs to maximise shareholder value.
Post balance sheet events
Following 2025 close, there have been no post balance sheet events. Further
information is set out in Note 37.
This report was approved by the Board on 13 March 2026 and signed on its
behalf.
Jan van Beek
Chief Financial Officer
DIRECTORS' REPORT
The Directors present their report, together with the audited Financial
Statements, for the year ended 31 December 2025.
Principal activities
The principal activity of SigmaRoc is to make investments, acquire and
integrate businesses in the quarried materials sector. The principal activity
of the Group is the production of lime and limestone, high-quality aggregates
and supply of value-added industrial and construction materials.
Board composition and head office
The Board comprised of three Executive Directors and six Non-Executive
Directors at year end. The Corporate Head Office of the Company is in London,
UK.
Risk management
The Board is responsible for the Group's risk management and continues to
develop policies and procedures that reflect the nature and scale of the
Group's business.
Details of the Group's financial risk management policies are set out in Note
3 to the Financial Statements.
Results and dividends
For the year to 31 December 2025, the Group's underlying profit before tax was
£154.0 million (2024: £117.6 million) while total profit before tax was
£98.9 million (2024: £44.5 million) and underlying profit after tax was
£120.5 million (2024: £98.1 million) while total profit after tax was £85.0
million (2024: £28.6 million). Recognising the Group's strategy and current
position on its journey, the Directors are not proposing to adopt a dividend
policy yet.
Stated capital
Details of the Company's shares in issue are set out in Note 28 to the
Financial Statements.
Directors
The following Directors served during the year:
Director Position
David Barrett Chairman
Max Vermorken Chief Executive Officer
Jan van Beek Chief Financial Officer (Appointed January 2025)
Tim Hall Independent Non-Executive Director
Simon Chisholm Independent Non-Executive Director
Jacques Emsens Independent Non-Executive Director
Axelle Henry Independent Non-Executive Director
Peter Johnson Independent Non-Executive Director
Francesca Medda Independent Non-Executive Director
Directors & Directors' interests
The Directors who served during the year ended 31 December 2025 are shown
below and had, at that time, the following beneficial interests in the shares
of the Company:
31 December 2025 31 December 2024
Ordinary Shares Vested Options Ordinary Shares Vested Options
Max Vermorken ((1)) 1,072,294 19,288,389 1,037,561 15,547,869
David Barrett ((2)) 4,082,234 8,764,314 3,940,234 7,201,494
Jan van Beek 94,642 - 93,910 -
Tim Hall 750,000 - 442,282 750,000
Simon Chisholm - - - -
Jacques Emsens - - - -
Axelle Henry - - - -
Peter Johnson 110,062 - 110,062 -
Francesca Medda - - - -
( )
((1) ) On 22 January 2026, Max Vermorken exercised 11,807,349
options. Following this, his vested options total is now 7,481,040 and his
total shareholdings have increased to 3,241,848.
((2) ) On 22 January 2026, David Barrett exercised 5,638,674
options. Following this, his vested options total is now 3,125,640 and his
total shareholdings have increased to 5,155,455.
Further details on options can be found in Note 29 to the Financial
Statements.
Details on the remuneration of the Directors can be found in Note 10 to the
Financial Statements.
Substantial Shareholdings
The Company is aware that, as at 13 March 2026, other than the Directors, the
interests of Shareholders holding three per cent or more of the issued share
capital of the Company were as shown in the table below:
Shareholder Shares held Percentage of holdings
FMR 115,985,453 10.4%
Capital Research Global Investors 89,188,362 8.0%
Driehaus Capital Management 40,630,473 3.6%
Janus Henderson Investments 35,053,475 3.1%
Invesco 34,388,424 3.1%
Moneta 33,682,421 3.0%
Inheritance tax
Shares in AIM quoted trading companies or a holding company of a trading group
may, after a 2-year holding period, qualify for Business Property Relief for
United Kingdom inheritance tax purposes, subject to the detailed conditions
for the relief. From 6 April 2026, this will be capped at £1 million and
assets over £1 million will be subject to 50% relief. However, it is
recommended shareholders get their own tax advice.
Investors should note that Business Property Relief would cease to be
available if the Company's shares were to become listed on an HMRC designated
stock exchange, for example, the Main Market of the London Stock Exchange.
Employees
By being responsible for their own businesses, that are aligned with the
overall Group's strategy, employees are fully aware of their impact and
contribution as they are inherently responsible for their own success. The
Group and each business are committed to employing the best they can, not only
in skills and competence but also in their softer skills, regardless of who
they are or where they have come from. Once engaged, each employee is nurtured
and developed locally with opportunities within each business and platform
offered openly.
Political contribution
The Group did not make any contributions to political parties during either
the current or the previous year.
Annual General Meeting
The AGM will be held at Durrants Hotel, 26-32 George Street, London, W1H 5BJ
on 30 April 2026 at 3:00 p.m. The formal notice convening the AGM, together
with explanatory notes on the resolutions contained therein, is included in
the separate circular accompanying this document and is available on the
Company's website at www.sigmaroc.com.
Viability statement
The Directors have assessed the viability of the Group over a period to
December 2030. This is the same period over which financial projections were
prepared for the Group's strategic financial plan. In making their assessment
the Directors have considered the Group's current position and the potential
impact of the principal risks and uncertainties on its business model, future
performance, solvency or liquidity. They also stress-tested their analysis by
running several credible scenarios and considered the availability of
mitigating actions. Based on this assessment, the Directors confirm that they
have a reasonable expectation that the Group will be able to continue in
operation and meet its liabilities as they fall due over the period to 31
March 2027. In making this statement, the Directors have assumed that
financing remains available and that mitigating actions are effective.
Corporate responsibility
Environmental
SigmaRoc undertakes its activities in a manner that minimises or eliminates
negative environmental impacts and maximises positive impacts of an
environmental nature.
Health and safety
SigmaRoc operates a comprehensive health and safety programme to ensure the
wellness and security of its employees. The control and eventual elimination
of all work-related hazards require a dedicated team effort involving the
active participation of all employees. A comprehensive health and safety
programme is the primary means for delivering best practices in health and
safety management. This programme is regularly updated to incorporate employee
suggestions, lessons learned from past incidents and new guidelines related to
new projects, with the aim of identifying areas for further improvement of
health and safety management. This results in continuous improvement of the
health and safety programme. Employee involvement is regarded as fundamental
in recognising and reporting unsafe conditions and avoiding events that may
result in injuries and accidents.
Internal controls
The Board recognises the importance of both financial and non-financial
controls and has reviewed the Group's control environment for any shortfalls
during the year. Since the Group was established, the Directors are satisfied
that, given the current size and activities of the Group, adequate internal
controls have been implemented. Whilst they are aware that no system can
provide absolute assurance against material misstatement or loss, considering
the current activity and proposed future development of the Group, continuing
reviews of internal controls will be undertaken to ensure that they are
adequate and effective.
Further details on corporate governance can be found in the Corporate
Governance Report.
Going concern
The Group meets its day-to-day working capital and other funding requirements
through cash and banking facilities, which were renewed in November 2023 and
further optimised in February 2025.
The Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable future and,
therefore, continue to adopt the going concern basis in preparing the Annual
Report and Financial Statements. Further details on their assumptions and
their conclusion thereon are included in the statement on going concern
included in Note 2.3 to the Financial Statements.
Directors' and officers' indemnity insurance
The Company has made qualifying third-party indemnity provisions for the
benefit of its Directors and officers. These were made during the year and
remain in force at the date of this Annual Report.
Events after the reporting period
Events after the reporting period are set out in Note 37 to the Financial
Statements.
Policy and practice on payment of creditors
The Group agrees on terms and conditions for its business transactions with
suppliers. Payment is then made in accordance with these terms, subject to the
terms and conditions being met by the supplier. As at 31 December 2025, the
Company had an average of 40 days (2024: 43 days) of purchases outstanding in
trade payables and the Group had an average of 37 days (2024: 43 days).
Future developments
Details of future developments for the Group are disclosed in the Chairman's
Statement and the CEO's Strategic Report.
Provision of information to Auditor
So far as each of the Directors is aware at the time this report is approved:
· there is no relevant audit information of which the Group's auditor
is unaware; and
· the Directors have taken all steps that they ought to have taken to
make themselves aware of any relevant audit information and to establish that
the auditor is aware of that information.
Auditor
PKF Littlejohn LLP has signified its willingness to continue in office as
auditor.
This report was approved by the Board on 13 March 2026.
Jan van Beek
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and the
Financial Statements in accordance with applicable laws and regulations,
including the AIM Rules for Companies.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors have elected to prepare the Group
and Company Financial Statements in accordance with UK-adopted International
Accounting Standards (UK-adopted IAS). Under company law the Directors must
not approve the Financial Statements unless they are satisfied that they give
a true and fair view of the state of affairs of the Group and Company, and of
the profit or loss of the Group for that period. In preparing these Financial
Statements, the Directors are required to:
· select suitable accounting policies and then apply them
consistently;
· make judgments and accounting estimates that are reasonable and
prudent;
· state whether applicable UK-adopted IAS have been followed,
subject to any material departures disclosed and explained in the financial
statements; and
· prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group will continue in
business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's and Company's transactions and
disclose with reasonable accuracy at any time the financial position of the
Group and Company and enable them to ensure that the Financial Statements
comply with the Companies Act 2006. They are also responsible for safeguarding
the assets of the Group and Company, and hence for taking reasonable steps for
the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website,
www.sigmaroc.com. Legislation in the United Kingdom governing the preparation
and dissemination of the Financial Statements may differ from legislation in
other jurisdictions.
The Company is compliant with AIM Rule 26 regarding the Company's website.
The Directors confirm that they have complied with the above requirements in
preparing the Financial Statements.
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
Year ended 31 December 2025 Year ended 31 December 2024
Underlying Non-underlying(1) (Note 11) Total Underlying Non-underlying(1) (Note 11) Total
Continued operations Note £'000 £'000 £'000 £'000 £'000 £'000
Revenue 7 1,035,897 - 1,035,897 962,506 - 962,506
Cost of sales 8 (753,046) (13,866) (766,912) (720,023) (13,911) (733,934)
Gross profit 282,851 (13,866) 268,985 242,483 (13,911) 228,572
Administrative expenses 8 (101,110) (28,853) (129,963) (81,854) (63,770) (145,624)
Profit from operations 181,741 (42,719) 139,022 160,629 (77,681) 82,948
Net finance (expense)/income 12 (36,216) (9,535) (45,751) (44,233) (8,586) (52,819)
Other net gains / (losses) 13 8,526 (2,926) 5,600 1,169 13,191 14,360
Profit/(loss) before tax 154,051 (55,180) 98,871 117,565 (73,076) 44,489
Tax expense 15 (33,505) 19,680 (13,825) (20,990) 4,458 (16,531)
Profit/(loss) from continuing operations 120,546 (35,500) 85,046 96,575 (68,618) 27,958
Discontinued operations
Profit/(loss) from discontinued operations 14 - - - 1,574 (895) 678
Profit/(loss) 120,546 (35,500) 85,046 98,149 (69,513) 28,636
Profit/(loss) attributable to:
Owners of the parent - continuing 115,363 (35,500) 79,863 91,195 (68,618) 22,578
Owners of the parent - discontinued 14 - - - 1,574 (895) 678
Non-controlling interest 31 5,183 - 5,183 5,380 - 5,380
120,546 (35,500) 85,046 98,149 (69,513) 28,636
Continuing basic earnings per share attributable to owners of the parent 32 10.51 (3.23) 7.28 8.21 (6.17) 2.04
(expressed in pence per share)
Continuing diluted earnings per share attributable to owners of the parent 32 9.76 (3.01) 6.75 7.62 (5.73) 1.89
(expressed in pence per share)
In 2024, the sale of BMix and Goijens completed 13 December 2024 with the sale
of Beton completed in June 2025. These entities are disclosed as a
discontinued operation and Beton is classified as held for sale on the 2024
Group Balance Sheet
During 2025, the Group disposed of the Beton ready-mix business in Northern
France and a mortar operation in Germany. Additionally, the Group has agreed
the sale of a quarry and aggregates washing installation in the UK which is
expected to complete in 2026. Management have assessed these disposals in
accordance with IFRS 5 and concluded that they do not represent a major line
of business. Therefore, these disposals have been included within continuing
operations as their separate presentation would not be material to the Group's
Financial Statements
1. Non-underlying items represent acquisition related expenses, restructuring
costs, certain finance costs, share option expense, amortisation of acquired
intangibles and the tax effect of these non-underlying expenses as well as
non-current balance sheet tax movements. See Note 11 for more information.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
Year ended 31 December 2025 Year ended 31 December 2024
Note £'000 £'000
Profit/(loss) for the year 85,046 28,636
Other comprehensive income:
Items that will or may be reclassified to profit or loss:
FX translation reserve 15,342 (610)
Cash flow hedges - effective portion of changes in fair value 576 (1,121)
Remeasurement of the net defined benefits liability 1,708 (108)
Other comprehensive income, net of tax 17,626 (1,839)
Total comprehensive income 102,672 26,797
Total comprehensive income attributable to:
Owners of the parent - continuing 95,014 22,298
Owners of the parent - discontinued - 672
Non-controlling interests 7,658 3,827
Total comprehensive income for the period 102,672 26,797
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
Consolidated Company
31 December 2025 31 December 2024 31 December 2025 31 December 2024
Note £'000 £'000 £'000 £'000
Non-current assets
Property, plant and equipment 16 1,304,285 1,238,945 526 649
Intangible assets 17 481,057 463,500 82 92
Available for sale assets 878 250 878 250
Investments in subsidiary undertakings 18 - - 1,017,056 1,096,530
Investment in equity-accounted associate 19 1,646 531 1,087 -
Investment in joint ventures 19 6,636 6,212 - 411
Derivative financial asset 33 71 9 - -
Other receivables 20 1,772 13,724 3,927 11,289
Deferred tax asset 15 91 331 - -
1,796,436 1,723,502 1,023,556 1,109,221
Current assets
Trade and other receivables 20 158,558 158,205 13,865 16,408
Inventories 21 135,343 127,682 - -
Cash and cash equivalents 22 166,674 131,356 46,644 25,363
Derivative financial asset 33 298 505 - -
Current tax receivable 15 5,821 1,405 -
466,694 419,153 60,509 41,771
Disposal group classified as held for sale 14 - 7,172 - -
Total assets 2,263,130 2,149,827 1,084,065 1,150,992
Current liabilities
Trade and other payables 23 315,692 284,046 18,306 22,801
Derivative financial liabilities 33 523 1,343 - -
Provisions 25 8,241 14,886 - -
Borrowings 24 69,157 64,788 52,712 49,853
Current tax payable 15 5,296 12,714 - -
398,909 377,777 71,018 72,654
Non-current liabilities
Borrowings 24 569,869 577,044 522,179 535,387
Employee benefit liabilities 1,439 1,418 - -
Deferred tax liabilities 15 191,664 196,288 - -
Derivative financial liabilities 71 18 - -
Provisions 25 79,808 87,041 - -
Other payables 23 164,479 155,030 6,094 5,692
1,007,330 1,016,839 528,273 541,079
Disposal group classified as held for sale 14 - 1,543 - -
Total liabilities 1,406,239 1,396,159 599,291 613,733
Net assets 856,891 753,668 484,774 537,259
Equity attributable to owners of the parent
Share capital 28 11,149 11,149 11,149 11,149
Share premium 28 191,458 191,458 191,458 191,458
Own shares held in EBT (9,885) - - -
Share option reserve 29 31,914 18,410 23,983 18,410
Other reserves 30 15,233 (30) 600 600
Retained earnings 585,702 503,779 257,584 315,642
Equity attributable to owners of the parent 825,571 724,766 484,774 537,259
Non-controlling interest 31 31,320 28,902 - -
Total equity 856,891 753,668 484,774 537,259
The Company has elected to take the exemption under Section 408 of the
Companies Act 2006 from presenting the Company's Income Statement and
Statement of Comprehensive Income.
The loss for the Company for the year ended 31 December 2025 was £52.4
million (year ended 31 December 2024: loss of £2.5 million).
The Financial Statements were approved and authorised for issue by the Board
of Directors on 13 March 2026 were signed on its behalf by:
Jan van Beek
Chief Financial Officer
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
Share Share premium Own shares held in EBT Share option reserve Other reserves Retained earnings Total Non-controlling interest Total
capital
Note £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance as at 1 January 2024 6,939 - - 11,482 629 481,691 500,741 14,143 514,884
Profit for the year - - - - - 23,256 23,256 5,380 28,636
Currency translation differences - - - - 943 - 943 (1,553) (610)
Other comprehensive income - - - - (1,229) - (1,229) - (1,229)
Total comprehensive income for the period - - - - (286) 23,256 22,970 3,827 26,797
Contributions by and distributions to owners
Acquired via acquisition - - - - - - - 13,833 13,833
Issue of share capital 28 4,210 195,790 - - - - 200,000 - 200,000
Issue costs - (4,332) - - - - (4,332) - (4,332)
Share based payments - - - 6,942 - - 6,942 - 6,942
Exercise of share options - - - (14) - 14 - - -
Dividends - - - - - - - (3,053) (3,053)
Other equity adjustments - - - - (373) (1,182) (1,555) 152 (1,403)
Total contributions by and distributions to owners 4,210 191,458 - 6,928 (373) (1,168) 201,055 10,932 211,987
Balance as at 31 December 2024 11,149 191,458 - 18,410 (30) 503,779 724,766 28,902 753,668
Balance as at 1 January 2025 11,149 191,458 - 18,410 (30) 503,779 724,766 28,902 753,668
Profit for the year - - - - - 79,863 79,863 5,183 85,046
Currency translation differences - - - - 12,867 - 12,867 2,475 15,342
Other comprehensive income - - - - 2,284 - 2,284 - 2,284
Total comprehensive income for the period - - - - 15,151 79,863 95,014 7,658 102,672
Contributions by and distributions to owners
Recognition of own shares held in EBT upon consolidation - - (6,363) - - - (6,363) - (6,363)
Funds loaned to EBT for purchase of shares - - (10,000) - - - (10,000) - (10,000)
Transfer of shares by the EBT to employees - - 6,478 - - - 6,478 - 6,478
Share based payments - - - 9,805 - - 9,805 - 9,805
Exercise of share options - - - (4,232) - 4,232 - - -
Dividends - - - - - - - (5,240) (5,240)
Other equity adjustments 28 - - - 7,931 112 (2,172) 5,871 - 5,871
Total contributions by and distributions to owners - - (9,885) 13,504 112 2,060 5,791 (5,240) 551
Balance as at 31 December 2025 11,149 191,458 (9,885) 31,914 15,233 585,702 825,571 31,320 856,891
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
Share Share premium Share option reserve Other reserves Retained earnings Total
capital
Note £'000 £'000 £'000 £'000 £'000 £'000
Balance as at 1 January 2024 6,939 - 11,482 600 318,141 337,162
Profit/(Loss) - - - - (2,513) (2,513)
Total comprehensive income for the period - - - - (2,513) (2,513)
Contributions by and distributions to owners
Issue of share capital 4,210 195,790 - - - 200,000
Issue costs 28 - (4,332) - - - (4,332)
Share based payments - - 6,942 - - 6,942
Exercise of share options - - (14) - 14 -
Other equity adjustments - - - - - -
Total contributions by and distributions to owners 4,210 191,458 6,928 - 14 202,610
Balance as at 31 December 2024 11,149 191,458 18,410 600 315,642 537,259
Balance as at 1 January 2025 11,149 191,458 18,410 600 315,642 537,259
Profit/(Loss) - - - - (52,369) (52,369)
Other profit/(loss) adjustments (9,921) (9,921)
Total comprehensive income for the period - - - - (62,290) (62,290)
Contributions by and distributions to owners
Share based payments - - 9,805 - - 9,805
Exercise of share options - - (4,232) - 4,232 -
Other equity adjustments - - - - - -
Total contributions by and distributions to owners - - 5,573 - 4,232 9,805
Balance as at 31 December 2025 11,149 191,458 23,983 600 257,584 484,774
CASH FLOW STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Consolidated Company
Year ended 31 December 2025 Year ended 31 December 2024 Year ended 31 December 2025 Year ended 31 December 2024
Note £'000 £'000 £'000 £'000
Cash flows from operating activities
Profit/(loss) from continuing operations 85,046 27,958 (52,369) (2,499)
Profit/(loss) from discontinued operations - 678 - -
Adjustments for:
Depreciation and amortisation 16 17 86,081 72,062 197 156
Discontinued operations - 3,001 - -
Bad debts 2,420 102 - -
Share option expense 9,805 6,930 9,805 6,930
Other non-operating adjustments 13 4,937 (4,937) 4,937 (4,937)
Gain on sale of investments 13 - (8,298) - (12,110)
Loss/(gain) on sale of PP&E 13 (3,204) (317) - -
Net finance costs 45,751 52,819 10,393 (466)
Income tax expense 15 13,825 16,531 - -
Reallocation of deferred consideration to investing activities(1) 3,090 - 3,090 -
Share of earnings from joint ventures (543) (316) - -
Non-cash items 62 (58) 10,642 (9,291)
Decrease/(increase) in trade and other receivables 5,941 (25,827) 5,510 (11,656)
(Increase) in inventories (795) (10,278) - -
(Decrease)/increase in trade and other payables 7,692 3,664 (3,654) (8,087)
(Decrease)/increase in provisions (22,329) 8,541 - -
Income tax paid (32,051) (25,231) (2,966) -
Net cash inflows/(outflows) from operating activities 205,728 117,024 (14,415) (41,960)
Investing activities
Purchase of growth and maintenance 16 (75,844) (63,006) (64) (630)
property, plant and equipment
Purchase of IFRS 16 lease right of use assets 16 (19,567) (8,553) - -
Sale of property, plant and equipment 7,087 8,117 - -
Purchase of intangible assets 17 (1,301) (3,458) - (100)
Purchase of available for sale assets (628) - (628) -
Investment in joint venture and associates (1,087) - (1,087) -
Proceeds of sale of subsidiary 5,161 30,388 - 30,388
Cash paid for acquisition of subsidiaries (net of cash acquired)(1) (5,193) (548,614) (3,291) (204,380)
Dividends received - - 5,014 2,524
Financial derivatives (19) (1,346) - (1,254)
Interest received 2,448 1,842 19,941 14,610
Net cash used in investing activities (88,943) (584,630) 19,885 (158,842)
Financing activities
Proceeds from share issue - 200,000 - 200,000
Cost of share issue - (4,332) - (4,332)
Proceeds from borrowings 24 60,412 765,604 35,849 752,013
Cost of borrowings - (14,858) - (14,858)
Repayment of borrowings 24 (97,030) (344,280) (77,298) (333,629)
Loans granted (10,000) (9,000) (10,000) (9,000)
Net loans with subsidiaries - - 100,364 (332,243)
Interest paid (37,057) (42,194) (31,253) (40,651)
Dividends paid to non-controlling interest (5,240) (3,053) - -
Net cash used in financing activities (88,915) 547,887 17,662 217,300
Net increase/(decrease) in cash and cash equivalents 27,870 80,281 23,132 16,498
Cash and cash equivalents at beginning of period 131,356 55,872 25,363 7,925
Exchange (losses) / gains on cash 7,448 (3,854) (1,851) 940
Cash held by discontinued operations 14 - (943) - -
Cash and cash equivalents at end of period 22 166,674 131,356 46,644 25,363
(1) Reallocation of earn out payment from operating activities to cash paid
for acquisitions.
NOTES TO THE FINANCIAL STATEMENTS
1. General Information
The principal activity of SigmaRoc is to make investments, acquire and
integrate businesses in the quarried materials sector. The principal activity
of the Group is the production of lime and limestone, high-quality aggregates
and supply of value-added industrial and construction materials. The Company's
shares are admitted to trading on AIM and it is incorporated and domiciled in
the United Kingdom.
The address of its registered office is 6 Heddon Street, London, W1B 4BT.
2. Accounting Policies
The principal accounting policies applied in the preparation of these
Financial Statements are set out below ('Accounting Policies' or 'Policies').
These Policies have been consistently applied to all the periods presented,
unless otherwise stated.
2.1. Basis of Preparing the Financial Statements
The Group and Company Financial Statements have been prepared in accordance
with UK-adopted International Accounting Standards and with the requirements
of the Companies Act 2006. The consolidated financial statements have been
prepared under the historical cost convention, as modified by the revaluation
of property, plant and equipment and intangible assets; financial assets and
financial liabilities at fair value through profit or loss; derivatives held
for hedge accounting classified as financial assets at fair value through
other comprehensive income, and defined benefit pension plans for which the
plan assets are measured at fair value.
The Financial Statements are presented in UK Pounds Sterling rounded to the
nearest thousand.
The preparation of Financial Statements in conformity with UK IASs requires
the use of certain critical accounting estimates. It also requires management
to exercise its judgement in the process of applying the Group's Accounting
Policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the Financial
Information are disclosed in Note 4.
During the year, the Group disposed of Beton and a sale of a mortar operation
in Germany. Management have assessed these disposals in accordance with IFRS 5
and concluded that they do not represent a major line of business. Therefore,
these disposals have been included within continuing operations as their
separate presentation would not be material to the Group's Financial
Statements.
a) Changes in Accounting Policy
i) New standards and amendments adopted by the Group
The IASB issued an amendment to UK IAS 21 - The effects of changes in foreign
exchange rates. The amendment was applicable for the period ended 31 December
2025 but did not result in any changes to the financial statements of the
Group or Company as the Group has no such currencies affected in the current
year.
ii) New standards, amendments and interpretations in issue but not yet
effective or not early adopted
Standards, amendments and interpretations that are not yet effective and have
not been early adopted are as follows:
Standard Impact on initial application Effective date
IFRS 7 Financial instruments: Disclosures 1 January 2026
IFRS 9 Classification and measurement of Financial Instruments 1 January 2026
IFRS 18 Presentation of disclosures in Financial Statements 1 January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 January 2027
The Group and Company are evaluating the impact of the new and amended
standards above which are not expected to have a material impact on the Group
or Company's results or shareholders' funds.
2.2. Basis of Consolidation
a) Subsidiaries
The Consolidated Financial Statements consolidate the Financial Statements of
the Company and the accounts of all of its subsidiary undertakings for all
periods presented.
Subsidiaries are entities over which the Group has control. The Group controls
an entity when the Group is exposed to, or has rights to, variable returns
from its involvement with the entity and could affect those returns through
its power over the entity. Subsidiaries are fully consolidated from the date
on which control is transferred to the Group. On consolidation all
inter-company transactions, balances and unrealised gains and losses on
transactions between group companies are eliminated. They are deconsolidated
from the date that control ceases.
The Group applies the acquisition method of accounting to account for business
combinations. The consideration transferred for the acquisition of a
subsidiary is the fair values of the assets transferred, the liabilities
incurred to the former owners of the acquiree, and the equity interests issued
by the Group. The consideration transferred includes the fair value of any
asset or liability resulting from a contingent consideration arrangement.
Identifiable assets acquired and liabilities and contingent liabilities
assumed in a business combination are measured initially at their fair values
at the acquisition date.
Acquisition-related costs are expensed as incurred unless they result from the
issuance of shares, in which case they are offset against the premium on those
shares within equity.
Deferred consideration is recognised at its fair value at the acquisition date
as part of the total consideration transferred for the business combination.
The fair value of deferred consideration is determined considering the
probability of payment and the time value of money. Changes in the fair value
of deferred consideration are recognised in profit or loss as they occur.
In the event of a loss of control of a subsidiary, the assets and liabilities
of the former subsidiary are derecognised from the consolidated statement of
financial position. Any investment retained in the former subsidiary is
recognised at its fair value at the date when control is lost, and any
resulting gain or loss is recognised in profit or loss.
Investments in subsidiaries are accounted for at cost less impairment.
Where considered appropriate, adjustments are made to the financial
information of subsidiaries to bring the accounting policies used in line with
those used by other members of the Group. All intercompany transactions and
balances between Group enterprises are eliminated on consolidation.
CDH, Cuvelier, and GduH use Belgian GAAP rules to prepare and report their
financial statements. The Group reports using UK IAS standards and in order to
comply with the Group's reporting standards, management of CDH, Cuvelier and
GduH processed several adjustments to ensure the financial information
included at a Group level complies with UK IAS. CDH, Cuvelier and GduH will
continue to prepare their company financial statements in line with the
Belgian GAAP rules.
Nordkalk entities, Fels and Vitosov use local GAAP rules to prepare and report
their financial statements. The Group reports using UK IAS standards and in
order to comply with the Group's reporting standards, management of Nordkalk,
Fels and Vitosov processed several adjustments to ensure the financial
information included at a Group level complies with UK IAS. Nordkalk, Fels and
Vitosov will continue to prepare their company financial statements in line
with the local GAAP rules.
The Group recognises any non-controlling interest at the non-controlling
interest's proportionate share of the recognised amounts of acquiree's
identifiable net assets.
b) Associates
Associates are entities over which the Group has significant influence but not
control over the financial and operating policies. Investments in associates
are accounted for using the equity method of accounting and are initially
recognised at cost. The Group's share of its associates' post-acquisition
profits or losses is recognised in profit or loss, and its share of
post-acquisition movements in reserves is recognised in other comprehensive
income. The cumulative post-acquisition movements are adjusted against the
carrying amount of the investment.
Accounting policies of equity-accounted investees have been changed where
necessary to ensure consistency with the policies adopted by the Group.
c) Joint Arrangement
A joint arrangement is an arrangement in which two or more parties have joint
control. A joint venture is a joint arrangement in which the parties that
share joint control have rights to the net assets of the arrangement. Joint
arrangements are accounted for using the equity method of accounting and are
initially recognised at cost. The Group's share of its associates'
post-acquisition profits or losses is recognised in profit or loss.
d) Employee Benefit Trust
The Employee Benefit Trust ("EBT") is considered to be a special purpose
entity in which the substance of the relationship is that of deemed control by
the Group in order that the Group may benefit from its deemed control. The
assets held by the trust are consolidated into the Group.
The Employee Benefit Trust is consolidated on the basis that the parent has
deemed control, thus the assets and liabilities of the EBT are included on the
Company balance sheet and shares held by the EBT in the Company are presented
as a deduction from equity.
2.3. Going Concern
The Financial Statements have been prepared on a going concern basis which the
directors consider to be appropriate for the following reasons.
The Group meets its day-to-day working capital and other funding requirements
through operating cash generation and its Debt Facilities. The Debt Facilities
comprise of a €600 million committed term facility, €150 million revolving
credit facility and a further €100 million uncommitted accordion which
matures on 21 November 2028 along with a Bridge Loan of €125 million which
matures in February 2030. The Group has met all covenants on its Debt
Facilities.
The Group has prepared cash flow forecasts for a period of more than 12 months
which anticipate a continuous upward trend of profitability and cash
generation. As the Group has a strong focus on operational gearing, it can
remain flexible during economically disruptive events which can have a
negative effect on cash flow.
At 31 December 2025, the Group had cash of £166.7 million from its continuing
operations (2024: £131.4 million) and had undrawn banking facilities under
the Debt Facility of £113 million (2024: £95 million), and at the date of
this report has similar levels of liquidity which is expected to provide
sufficient funds for the Group to discharge its liabilities as and when they
fall due and ensure covenants are met.
Based on the above, the directors believe that it remains appropriate to
prepare the financial statements on a Going Concern basis.
2.4. Segment Reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision-maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Board of
Directors that makes strategic decisions.
2.5. Foreign Currencies
e) Functional and Presentation Currency
Items included in the Financial Statements are measured using the currency of
the primary economic environment in which the entity operates (the 'functional
currency'). The Financial Statements are presented in Pounds Sterling, rounded
to the nearest £000's, which is the Company's functional currency.
f) Transactions and Balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions or
valuation where such items are re-measured. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the translation at
year-end exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in the Income Statement. Foreign exchange
gains and losses that relate to borrowings and cash and cash equivalents are
presented in the Income Statement, an exception to this is when the borrowings
exchange differences arise on monetary items that form part of the reporting
entity's net investment in a foreign operation, in the consolidated financial
statements the exchange gain or loss will be shown in other comprehensive
income. All other foreign exchange gains and losses are presented in the
Income Statement within 'Other net gains/(losses)'.
Translation differences on non-monetary financial assets and liabilities such
as equities held at fair value through profit or loss are recognised in profit
or loss as part of the fair value gain or loss. Translation differences on
non-monetary financial assets measured at fair value, such as equities
classified as available for sale, are included in other comprehensive income.
g) Group companies
The results and financial position of all the Group entities (none of which
has the currency of a hyperinflationary economy) that have a functional
currency different from the presentation currency are translated into the
presentation currency as follows:
· assets and liabilities for each period end date presented are
translated at the period-end closing rate;
· income and expenses for each Income Statement are translated at
average exchange rates (unless this average is not a reasonable approximation
of the cumulative effect of the rates prevailing on the transaction dates, in
which case income and expenses are translated at the dates of the
transactions); and
· all resulting exchange differences are recognised in other
comprehensive income.
Goodwill and fair value adjustments arising on the acquisition of a foreign
entity are treated as assets and liabilities of the foreign entity and
translated at the closing rate. Exchange differences arising are recognised
in other comprehensive income. On consolidation, exchange differences arising
from the translation of the net investment in foreign entities, and of
monetary items receivable from foreign subsidiaries for which settlement is
neither planned nor likely to occur in the foreseeable future, are taken to
other comprehensive income. When a foreign operation is sold, such exchange
differences are recognised in the Income Statement as part of the gain or loss
on sale.
2.6. Intangible Assets
The Group measures goodwill as the fair value of the purchase consideration
transferred including the recognised amount of any non-controlling interest in
the acquiree, less the fair value of the identifiable assets acquired and
liabilities assumed, all measured as of the acquisition date. If the total of
consideration transferred, non-controlling interest recognised and previously
held interest measured at fair value is less than the fair value of the net
assets of the subsidiary acquired, in the case of a bargain purchase, the
difference is recognised directly in the Income Statement.
Amortisation is provided on intangible assets to write off the cost less
estimated residual value of each asset over its expected useful economic life
on a straight-line basis at the following annual rates:
Goodwill 0%
Customer relations 7% - 12.5%
Intellectual property 10% - 12%
Research and Development 10% - 20%
Branding 5% - 10%
Other intangibles 10% - 20%
For the purpose of impairment testing, goodwill acquired in a business
combination is allocated to each of the entities, or group of entities, that
are expected to benefit from the synergies of the combination. Goodwill is
monitored at a Group level.
Goodwill is not amortised however impairment reviews are undertaken annually,
or more frequently if events or changes in circumstances indicate a potential
impairment. Forecast cash flows for each operating segment have been
discounted at rates of 7.50 per cent to 10.91 per cent (2024: discounted at
rates of 9.90 per cent to 10.34 per cent); which was calculated based on
market participants' cost of capital and adjusted to reflect factors specific
to each operating segment. When the carrying value of goodwill exceeds the
recoverable amount (the higher of value in use and fair value less costs), an
impairment is recognised immediately as an expense and is not subsequently
reversed.
Other intangibles consist of capitalised development costs for assets produced
that assist in the operations of the Group and earn revenue. Impairment
reviews are performed annually. Where the benefit of the intangible ceases or
has been superseded, these are written off to the Income Statement.
2.7. Property, Plant and Equipment
Property, plant and equipment is stated at cost, plus any PPA uplift, less
accumulated depreciation and any accumulated impairment losses. Subsequent
costs are included in the asset's carrying amount or recognised as a separate
asset, as appropriate, only when it is probable that future economic benefits
associated with the item will flow to the Group and the cost of the item can
be measured reliably. The carrying amount of the replaced part is
derecognised. All other repairs and maintenance are charged to the Income
Statement during the financial period in which they are incurred.
Depreciation is provided on all property, plant and equipment to write off the
cost less estimated residual value of each asset over its expected useful
economic life on a straight-line basis at the following annual rates:
Office equipment 12.5% - 50%
Land and buildings 0% - 10%
Plant and machinery 4% - 33%
Furniture and vehicles 7.5% - 33.3%
Construction in progress 0%
The assets' residual values and useful lives are reviewed, and adjusted if
appropriate, at the end of each reporting period.
An asset's carrying amount is written down immediately to its recoverable
amount if the asset's carrying amount is greater than its estimated
recoverable amount.
Gains and losses on disposal are determined by comparing the proceeds with the
carrying amount and are recognised within 'Other net gains/(losses)' in the
Income Statement.
2.8. Land, Mineral Rights and Restoration Costs
Land, quarry development costs, which include directly attributable
construction overheads and mineral rights are recorded at cost plus any PPA
uplift. Land and quarry development are depreciated and amortised,
respectively, using the units of production method, based on estimated
recoverable tonnage.
Where the Group has a legal or constructive obligation for restoration of a
site the expected costs of restoring this site is provided for on a discounted
basis. The initial cost of creating this provision is capitalised within
property, plant and equipment and depreciated over the life of the site.
The provisions are discounted to their present value at a rate which reflects
the time value of money and risks specific to the liability. Changes in
the measurement of a previously capitalised provision are accordingly added or
deducted from the value of the asset.
The depletion of mineral rights and depreciation of restoration costs are
expensed by reference to the quarry activity during the period and remaining
estimated amounts of mineral to be recovered over the expected life of the
operation.
The process of removing overburden and other mine waste materials to access
mineral deposits is referred to as stripping.
There are two types of stripping activity:
· Development stripping is the initial overburden removal during
the development phase to obtain access to a mineral deposit that will be
commercially produced.
· Production stripping relates to overburden removal during the
normal course of production activities and commences after the first saleable
minerals have been extracted from the component.
Development stripping costs are capitalised as a development stripping asset
when:
· It is probable that future economic benefits associated with the
asset will flow to the entity; and
· The costs can be measured reliably.
Production stripping can give rise to two benefits, the extraction of ore in
the current period and improved access to the ore body component in future
periods. To the extent that the benefit is the extraction of ore stripping
costs are recognised as an inventory cost. To the extent that the benefit is
improved access to future ore, stripping costs are recognised as a production
stripping asset if the following criteria are met:
· It is probable that the future economic benefit (improved access
to ore) will flow to the entity;
· The component of the ore body for which access has been improved
can be identified; and
· The costs relating to the stripping activity can be measured
reliably.
The development and production stripping assets are depreciated in accordance
with units of production based on the proven and probable reserves of the
relevant components. Stripping assets are classified as other minerals assets
in property, plant and equipment.
2.9. Financial Assets
Classification
The Group's financial assets consist of loans and receivables. The
classification depends on the purpose for which the financial assets were
acquired. Management determines the classification of its financial assets at
initial recognition.
(i) Financial Assets at Fair Value through Profit or Loss
Financial assets at fair value through profit or loss are financial assets
held for trading. A financial asset is classified in this category if
acquired principally for the purpose of selling in the short term.
Derivatives are also categorised as held for trading unless they are
designated as hedges.
Assets in this category are classified as current assets if expected to be
settled within 12 months; otherwise, they are classified as non-current.
(ii) Financial Assets at Fair Value through other comprehensive income
A financial asset is classified and subsequently measured at fair value
through other comprehensive income if it meets the SPPI criterion and is
managed in a business model in which assets are held both for sale and to
collect contractual cash flows, or if an investment in an equity instrument is
elected to be measured at fair value through other comprehensive income.
Derivatives eligible for hedge accounting are classified as financial assets
at fair value through other comprehensive income.
(iii) Loans and Receivables
Loans and receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They are
included in current assets, except for maturities greater than 12 months after
the balance sheet date. These are classified as non-current assets. The
Group's loans and receivables comprise trade and other receivables and cash
and cash equivalents at the year-end.
Recognition and Measurement
Regular purchases and sales of financial assets are recognised on the trade
date - the date on which the Group commits to purchasing or selling the
asset. Financial assets carried at fair value through profit or loss are
initially recognised at fair value, and transaction costs are expensed in the
Income Statement. Financial assets are derecognised when the rights to
receive cash flows from the assets have expired or have been transferred, and
the Group has transferred substantially all of the risks and rewards of
ownership.
Loans and receivables are subsequently carried at amortised cost using the
effective interest method.
Gains or losses arising from changes in the fair value of financial assets at
fair value through profit or loss are presented in the Income Statement within
"Other (Losses)/Gains" in the period in which they arise.
Derivative Financial Instruments
The majority of the Group's strategic hedging programme is delivered using
executory contracts to forward purchase exchange contracts or commodities for
our own use.
The Group uses financial instruments to manage financial risks associated with
the Group's underlying business activities and the financing of those
activities. The Group does not undertake any trading in financial instruments.
Derivatives are initially recognised at fair value and subsequently remeasured
in future periods at fair value. The gain or loss on remeasurement is
recognised immediately in profit or loss, unless a derivative financial
instrument is designated as a hedge of the variability in cash flows of a
recognised asset or liability. In this instance the effective part of any
gain or loss is recognised in the consolidated statement of comprehensive
income and in the revaluation reserve.
Amounts recorded in the revaluation reserve are subsequently reclassified to
the consolidated income statement when the expense for the hedged transaction
is actually recognised. To qualify for hedge accounting, the hedging
relationship must meet several conditions with respect to documentation,
probability of occurrence, hedge effectiveness and reliability of measurement.
At inception of the hedge relationship, the Group documents the economic
relationship between hedging instruments and hedged items, including whether
changes in the cash flows of the hedging instruments are expected to offset
changes in the cash flows of hedged items. The Group documents its risk
management objective and strategy for undertaking its hedge transactions.
The fair values of various derivative instruments used for hedging purposes
are disclosed in Note 33. Movements on the revaluation reserve in
shareholders' equity are shown in Note 30. The full fair value of a hedging
derivative is classified as a non-current asset or liability if the remaining
maturity of the hedged item is more than 12 months, and as a current asset or
liability if the remaining maturity of the hedged item is less than 12
months. Trading derivatives are classified as a current asset or liability.
Impairment of Financial Assets
The Group assesses at the end of each reporting period whether there is the
need to recognise loss allowances for expected credit losses on financial
assets. These are measured at amortised cost. The Group measures loss
allowances at an amount equal to lifetime expected credit losses, except for
bank balances for which credit risk has not increased significantly since
initial recognition, which are measured as 12-month expected credit loss.
The loss is measured as the difference between the asset's carrying amount and
the present value of estimated future cash flows (excluding future credit
losses that have not been incurred), discounted at the financial asset's
original EIR.
If, in a subsequent period, the amount of the impairment loss decreases and
the decrease can be related objectively to an event occurring after the
impairment was recognised (such as an improvement in the debtor's credit
rating), the reversal of the previously recognised impairment loss is
recognised in the Income Statement.
2.10. Inventories
Inventories are initially recognised at cost, and subsequently at the lower of
cost and net realisable value, which is the estimated selling price in the
ordinary course of business, less applicable variable selling expenses. Cost
comprises all costs of purchase, costs of conversion and other costs incurred
in bringing the inventories to their present location and condition. In the
case of manufactured inventories and work in progress, cost includes an
appropriate share of overheads based on normal operating capacity.
Weighted average cost is used to determine the cost of ordinarily
interchangeable items.
2.11. Trade Receivables
Trade receivables are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method, less provision
for impairment. Trade receivables are amounts due from third parties in the
ordinary course of business. If collection is expected in one year or less,
they are classified as current assets. If not, they are presented as
non-current assets.
Trade receivables - factoring
The carrying amounts of the trade receivables excludes receivables which are
subject to a factoring arrangement. Under this arrangement, the Group has
transferred the relevant receivables to the factor in exchange for cash
without recourse. Therefore, it doesn't recognise the transferred assets in
their entirety in its balance sheet.
The value of factored receivables at each year end are as follows:
31 December 2025 31 December 2024
£'000 £'000
Total factoring 5,719 6,039
2.12. Cash and Cash Equivalents
Cash and cash equivalents comprise cash at bank and in hand and are subject to
an insignificant risk of changes in value.
2.13. Share Capital
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.
2.14. Reserves
Share Premium - the reserve for shares issued above the nominal value. This
also includes the cost of share issues that occurred during the year.
Own shares held in EBT - value of shares held by the Employee Benefit Trust.
This includes the movement of shares bought, sold or transferred from the
trust during the year.
Retained Earnings - the retained earnings reserve includes all current and
prior periods retained profit and losses.
Share Option Reserve - represents share options awarded by the Company.
Other Reserves comprise the following:
Capital Redemption Reserve - the amount equivalent to the nominal value of
shares redeemed by the Group.
Foreign Currency Translation Reserve - represents the translation differences
arising from translating the financial statement items from functional
currency to presentational currency.
Capital Reserve - represents cash that can be used for future expenses or to
offset any capital losses.
Revaluation Reserve - represents the changes of values in certain assets and
includes derivative instruments used for cash-flow hedging
2.15. Financial Liabilities
Financial liabilities are classified, at initial recognition, as financial
liabilities at fair value through profit or loss, loans and borrowings,
payables, or as derivatives designated as hedging instruments in an effective
hedge, as appropriate. All financial liabilities are recognised initially at
fair value and, in the case of loans and borrowings and payables, net of
directly attributable transaction costs. The Group's financial liabilities
include trade and other payables and loans.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as
described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial
liabilities held for trading and financial liabilities designated upon initial
recognition as at fair value through profit or loss. Financial liabilities are
classified as held for trading if they are incurred for the purpose of
repurchasing in the near term. This category also includes derivative
financial instruments entered into by the Group that are not designated as
hedging instruments in hedge relationships as defined by IFRS 9. Separated
embedded derivatives are also classified as held for trading unless they are
designated as effective hedging instruments. Gains or losses on liabilities
held for trading are recognised in the statement of profit or loss and other
comprehensive income.
Trade and other payables
After initial recognition, trade and other payables are subsequently measured
at amortised cost using the EIR method. Gains and losses are recognised in the
statement of profit or loss and other comprehensive income when the
liabilities are derecognised, as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on
acquisition and fees or costs that are an integral part of the EIR.
The EIR amortisation is included as finance costs in the statement of profit
or loss and other comprehensive income.
Bank and Other Borrowings
Interest-bearing bank loans and overdrafts and other loans are recognised
initially at fair value less attributable transaction costs. All borrowings
are subsequently stated at amortised cost with the difference between initial
net proceeds and redemption value recognised in the Income Statement over the
period to redemption on an effective interest basis.
Derecognition
A financial liability is derecognised when the associated obligation is
discharged or cancelled or expires. When an existing financial liability is
replaced by another from the same lender on substantially different terms, or
the terms of an existing liability are substantially modified, such an
exchange or modification is treated as the derecognition of the original
liability and the recognition of a new liability. The difference in the
respective carrying amounts is recognised in profit or loss and other
comprehensive income.
A financial liability is derecognised when the obligation under the liability
is discharged or cancelled or expires.
Financial liabilities included in trade and other payables are recognised
initially at fair value and subsequently at amortised cost.
2.16. Trade Payables
Trade payables are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers. Accounts payable
are classified as current liabilities if payment is due within one year or
less. If not, they are presented as non-current liabilities.
Trade payables are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method.
2.17. Provisions
The Group provides for the costs of restoring a site where a legal or
constructive obligation exists. The estimated future costs for known
restoration requirements are determined on a site-by-site basis and are
calculated based on the present value of estimated future costs.
The amount recognised as a provision is the best estimate of the consideration
required to settle the present obligation at the end of the reporting period,
considering the risks and uncertainties surrounding the obligation. When a
provision is measured using the cash flows estimated to settle the present
obligation, its carrying amount is the present value of those cash flows
(where the effect of the time value of money is material). The increase in
provisions due to the passage of time is included in the Consolidated Income
Statement.
2.18. Taxation
Tax is recognised in the Income Statement, except to the extent that it
relates to items recognised in other comprehensive income or directly in
equity. In this case, the tax is also recognised in other comprehensive income
or directly in equity, respectively.
Deferred tax is recognised using the liability method in respect of temporary
differences arising from differences between the carrying amount of assets and
liabilities in the consolidated financial statements and the corresponding tax
bases used in the computation of taxable profit. However, deferred tax
liabilities are not recognised if they arise from the initial recognition of
goodwill; deferred tax is not accounted for if it arises from initial
recognition of an asset or liability in a transaction other than a business
combination that at the time of the transaction affects neither accounting nor
taxable profit or loss.
In principle, deferred tax liabilities are recognised for all taxable
temporary differences and deferred tax assets (including those arising from
investments in subsidiaries), are recognised to the extent that it is probable
that taxable profits will be available against which deductible temporary
differences can be utilised.
Deferred income tax assets are recognised on deductible temporary differences
arising from investments in subsidiaries only to the extent that it is
probable the temporary difference will reverse in the future and there is
sufficient taxable profit available against which the temporary difference can
be used.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments, except where the Group is able to control the reversal
of the temporary difference and it is probable that the temporary difference
will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax liabilities
and when the deferred tax assets and liabilities relate to income taxes levied
by the same taxation authority on either the same taxable entity or different
taxable entities where there is an intention to settle the balances on a net
basis.
Deferred tax is calculated at the tax rates (and laws) that have been enacted
or substantively enacted by the statement of financial position date and are
expected to apply to the period when the deferred tax asset is realised, or
the deferred tax liability is settled.
Deferred tax assets and liabilities are not discounted.
2.19. Non-underlying Items
Non-underlying items are a non-UK IAS measure, but the Group have disclosed
these separately in the financial statements, where it is necessary to do so
to provide further understanding of the financial performance of the Group.
They are items that are not expected to be recurring or do not relate to the
ongoing operations of the Group's business.
2.20. Revenue Recognition
Group revenue arises from the sale of goods and contracting services. Revenue
is measured at the fair value of the consideration received or receivable and
represents amounts receivable for goods or services supplied in course of
ordinary business, stated net of discounts, returns and value added taxes. The
Group recognises revenue in accordance with IFRS 15, identifying performance
obligations within its contracts with customers, determining the transaction
price applicable to each of these performance obligations and selecting an
appropriate method for the timing of revenue recognition, reflecting the
substance of the performance obligation at either a point in time or over
time.
Sale of goods
Most of the Group's revenue is derived from the sale of physical goods to
customers. Depending on whether the goods are delivered to or collected by the
customer, the contract contains either one performance obligation which is
satisfied at the point of collection, or two performance obligations which are
satisfied simultaneously at the point of delivery. The performance obligation
of products sold are transferred according to the specific terms that have
been formally agreed with the customer, generally upon delivery when the bill
of lading is signed as evidence that they have accepted the product delivered
to them.
The transaction price for this revenue is the amount which can be invoiced to
the customer once the performance obligations are fulfilled, reduced to
reflect provisions recognised for returns, trade discounts and rebates. The
Group does not routinely offer discounts or volume rebates, but where it does
the variable element of revenue is based on the most likely amount of
consideration that the Group believes it will receive. This value excludes
items collected on behalf of third parties, such as sales and value added
taxes.
For all sales of goods, revenue is recognised at a point in time, being the
point that the goods are transferred to the customer.
Contracting services
The majority of contracting services revenue arises from contract surfacing
work, which typically comprises short-term contracts with a performance
obligation to supply and lay product. Other contracting services revenue can
contain more than one performance obligation dependent on the nature of the
contract.
The transaction price is calculated as consideration specified by the
contract, adjusted to reflect provisions recognised for returns, remedial work
arising in the normal course of business, trade discounts and rebates.
Where the contract provides for elements of variable consideration, these
values are included in the calculation of the transaction price only to the
extent that it is 'highly probable' that a significant reversal in the amount
of cumulative revenue recognised will not occur when the uncertainty
associated with the variable consideration is resolved. Where the transaction
price is allocated between multiple performance obligations on other
contracts, this typically reflects the allocation of value to each performance
obligation agreed with the end customer, unless this does not reflect the
economic substance of the transaction.
Performance obligations for contracting services are satisfied over time.
Revenue is therefore recognised over time on an output basis, being volume of
product laid for contract surfacing. As the performance obligations relating
to contracting revenues have an expected duration less than 12 months, the
Group has taken the practical expedient on the performance obligations
disclosures.
2.21. Finance Income
Interest income is recognised using the effective interest method.
2.22. Employee Benefits - Defined contribution plans
The Group maintains defined contribution plans for which the Group pays fixed
contributions to publicly or privately administered pension insurance plans on
a mandatory, contractual or voluntary basis and will have no legal or
constructive obligation to pay further amounts. The Group's contributions to
defined contribution plans are charged to the Income Statement in the period
to which the contributions relate.
2.23. Employee Benefits - Defined benefit plans
The Group's net obligation in respect of defined benefit plans is calculated
separately for each plan by estimating the amount of the future benefit that
employees have earned in the current and prior periods, discounting the amount
and deducting the fair value of any plan assets.
Defined benefit obligations are calculated annually by a qualified actuary
using the projected unit credit method. When the calculation results in a
potential asset for the Group, the recognised asset is limited to the present
value of economic benefits available in the form of any future refunds from
the plan or reductions in future contributions to the plan. To calculate the
present value of economic benefits, consideration is given to any applicable
minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial
gains and losses, the return on plan assets (excluding interest) and the
effect of the asset ceiling (if any, excluding interest), are recognised
immediately in other comprehensive income. The Group determines the net
interest expense (income) for the net defined benefit liability (asset) for
the period by applying the discount rate used to measure the defined benefit
obligation at the beginning of the annual period to the then-net defined
benefit liability (asset), taking into account any changes in the net defined
benefit liability (asset) during the period as a result of contributions and
benefit payments. Net interest expense relating to defined benefit plans are
recognised in profit or loss in net financial items.
When the benefits of a plan are changed or when a plan is curtailed, the
resulting change in benefit that relates to past service or the gain or loss
on the curtailment is recognised immediately in the profit or loss. The Group
recognises gains and losses on the settlement of a defined benefit plan when
the settlement occurs.
2.24. Share Based Payments
The Group operates a number of equity-settled, share-based schemes, under
which the entity receives services from employees as consideration for equity
instruments (shares and options) of the Group. The value of the employee
services received is expensed in the Income Statement and its value is
determined by reference to the fair value of the options granted:
- including any market performance conditions;
- excluding the impact of any service and non-market performance
vesting conditions (for example, profitability or sales growth targets, or
remaining an employee of the entity over a specified period); and
- including the impact of any non-vesting conditions (for example, the
requirement for employees to save).
Non-market vesting conditions are included in assumptions about the number of
options that are expected to vest. The total expense or charge is recognised
over the vesting period, which is the period over which all specified vesting
conditions are to be satisfied. At the end of each reporting period, the
entity revises its estimates of the number of options that are expected to
vest based on the non-market vesting conditions. It recognises the impact of
the revision to original estimates, if any, in the Income Statement or equity
as appropriate, with a corresponding adjustment to a separate reserve in
equity.
When the options are exercised, the Company issues new shares or transfers the
shares from the EBT. The proceeds received, net of any directly attributable
transaction costs, are credited to share capital (nominal value) and share
premium when the options are exercised.
2.25. Discontinued Operations
A discontinued operation is a component of the Group's business, the
operations and cash flows of which can be clearly distinguished from the rest
of the Group and which:
· represents a separate major line of business or geographic area
of operations;
· is part of a single co-ordinated plan to dispose of a separate
major line of business or geographic area of operations; or
· is a subsidiary acquired exclusively with a view to re-sale.
Classification as a discontinued operation occurs at the earlier of disposal
or when the operation meets the criteria to be classified as held-for-sale.
The Group operates several business units which are constantly reviewed to
ensure profitability.
On 13 December 2024, the Group sold BMix, Goijens with an option to sell
Beton. During the year, the Group finalised the sale of Beton along with a
sale of the mortar operation in Germany. Additionally, the Group has agreed
the sale of a quarry and aggregates washing installation in the UK which is
expected to complete in 2026. Management have assessed the 2025 disposals and
expected disposal in 2026 in accordance with IFRS 5 and concluded that they do
not represent a major line of business. Therefore, these disposals have been
included within continuing operations as their separate presentation would not
be material to the Group's Financial Statements.
2.26. Leases
The Group leases certain plant and equipment. Leases of plant and equipment
where the Group has substantially all the risks and rewards of ownership are
classified as Right-of-use assets and lease liability under IFRS 16.
Right-of-use assets are measured at cost, comprising the initial amount of the
lease liability adjusted for any lease prepayments, plus initial direct costs,
less any lease incentives received. Right-of-use assets are depreciated using
the straight-line method from the start of the lease to the earlier of the end
of the useful life of the right-of-use asset or the end of the lease term.
Each lease payment is allocated between the liability and finance charges. The
corresponding rental obligations, net of finance charges, are included in
long-term and short-term borrowings and are measured at the present value of
future lease payments, discounted at the Group's incremental borrowing rate
and adjusted for time value of money. The interest element of the finance cost
is charged to the Income Statement over the lease period to produce a constant
periodic rate of interest on the remaining balance of the liability for each
period. The lease liabilities are shown in Note 24.
The Group elects to apply the exemptions, permitted by IFRS 16, for lease
assets and liabilities regarding short-term and low-value leases. Charges
recognised in the consolidated income statement in respect of these leases are
not significant to the Group.
3. Financial Risk Management
3.1. Financial Risk Factors
The Group and Company's activities expose it to a variety of financial risks:
market risk, credit risk and liquidity risk. The Group and Company's overall
risk management programme focuses on the unpredictability of financial markets
and seeks to minimise potential adverse effects on the Group and Company's
financial performance.
Risk management is carried out by the UK based management team under policies
approved by the Board of Directors.
a) Market Risk
The Group is exposed to market risk, primarily relating to interest rate,
foreign exchange and commodity prices. The Group has not sensitised the
figures for fluctuations in interest rates, foreign exchange or commodity
prices as the Directors are of the opinion that these fluctuations would not
have a significant impact on the Financial Statements at the present time. The
Group has a strong focus on operational gearing, allowing it to be flexible
during economically disruptive events however the Directors will continue to
assess the effect of movements in market risks on the Group's financial
operations and initiate suitable risk management measures where necessary.
The Group has assessed the impact of the Interest Rate Benchmark Reform and
confirms that it is not materially affected by the transition away from
interbank offered rates (IBORs) or any other benchmark interest rate changes.
The Group's Debt Facility is designated in EURs and therefore subject to
interest based on the EURIBOR rate.
The Group will continue to monitor regulatory developments and market
practices related to benchmark interest rate transitions to ensure compliance
with any future requirements.
b) Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations, and arises from cash and cash equivalents, derivative financial
instruments and, principally, from the Group's receivables from customers.
Management monitors the exposure to credit risk on an ongoing basis and have
credit insurance at several of the Group's subsidiaries. The Nordkalk and
Fel's entities don't hold credit insurance as they have a stable customer base
with minimal credit losses. No credit limits were exceeded during the period,
and management does not expect any losses from non-performance by these
counterparties.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit
exposure. The maximum exposure to credit risk at the reporting date was:
31 December 2025 31 December 2024
£'000 £'000
Trade and other receivables 160,331 171,929
Cash and cash equivalents 166,674 131,356
327,004 303,285
Credit risk associated with cash balances is managed and limited by
transacting with financial institutions with high-quality credit ratings.
Trade and other receivables
The Group's exposure to credit risk stems mainly from the individual
characteristics of each customer. However, management also considers the
factors that could influence the credit risk of its customer base, including
the default risk of the industry and country in which customers operate.
The Group has established a credit policy under which each new customer is
analysed individually for creditworthiness, before the Group's standard
payment and delivery terms and conditions are offered to the customer. The
Group's review includes external ratings, when available, and in some cases
bank references.
Most of the Group's customers have been trading with the Group for years, and
no major credit losses have occurred with these customers. Credit risk is
monitored by grouping customers according to their credit characteristics,
including whether they are individuals or legal entities and whether they are
wholesale, retail or end-user customers, as well as by geographic location,
industry and the existence of previous financial difficulties.
The maximum exposure to credit risk for trade and other receivables by
reportable segment, was:
31 December 2025 31 December 2024
£'000 £'000
UK & Ireland 43,634 43,619
Western Europe 15,534 19,043
Nordics 44,172 48,978
Central Europe 57,424 42,646
Corporate (433) 17,643
160,331 171,929
Impairment
At the reporting date the ageing of the trade receivables that were not
impaired, were as follows.
31 December 2025 31 December 2024
£'000 £'000
Total trade receivables 134,797 135,410
Not overdue 103,290 105,795
Overdue 1 - 30 days 21,589 18,905
Overdue 31 - 60 days 4,293 6,064
Overdue 61 - 90 days 2,238 1,433
More than 90 days 7,194 5,321
Impairment loss recognised (3,807) (2,107)
Provisions for impairment of trade and other receivables are calculated on a
lifetime expected loss model in line with the simplified approach available
under IFRS 9 for Trade Receivables. The key inputs in determining the level of
provision are the historical level of bad debts experienced by the Group and
ageing of outstanding amounts. Movements during the year were as follows:
31 December 2025 31 December 2024
£'000 £'000
At 1 January 2,107 713
Amounts arising from business combinations - 1,107
Charged to the Consolidated income statement during the year 2,453 102
Movement in provision (753) 185
3,807 2,107
Derivatives
Subsidiary currency risks are hedged by the parent or ultimate parent acting
as counterparty in currency forward deals. External currency hedging is
performed by finance and treasury functions as appropriate. In such deals, the
counterparty is a bank or financial institution with a rating at least Baa3
from Moody's rating agency. A comparable credit rating from a reputable credit
rating agency is acceptable. Exceptions may be granted on an individual basis
in rare cases where a bank is chosen for geographical reasons but does not
fulfil the stipulated rating criteria.
Items hedged against are CO(2) emission rights, forecast energy consumption,
loans in foreign currency and forecast earnings.
c) Currency Risk
The Group is exposed to currency risk to the extent that there is a mismatch
between the currencies in which sales and purchases are denominated and the
respective functional currencies of Group companies. The functional currencies
of Group companies are primarily the Pound, the Euro, the Polish Zloty (PLN),
the Czech Koruna (CZK) and the Swedish Krona (SEK). The currencies in which
these transactions are primarily denominated are GBP, CZK, EUR, PLN, and SEK.
Additional exposures may arise from purchase of fuel in USD.
At any point in time, the Group hedges on average 60 to 100 per cent of its
estimated foreign currency exposure in respect of forecast sales and purchases
over the following 12-18 months. The Group uses forward exchange contracts to
hedge its currency risk, with a maturity of up to 12 months from the reporting
date.
Borrowings are, with a few exceptions, denominated in the subsidiaries'
domestic currencies.
Exposure to currency risk
Currency risk sensitivity to a +/- 10 per cent change in the exchange rate is
shown for the net currency position per currency. The summary of quantitative
data relating to the Group's exposure to currency risk as reported to the
Group management is as follows.
2025
GBP thousand EUR SEK USD PLN NOK CZK
Gross exposure 66,110 23,859 1,529 34,083 (4,450) 7,159
Hedged (67,796) (27,190) 1,493 85 2,812 -
Net exposure (1,686) (3,331) 3,021 34,168 (1,639) 7,159
Sensitivity analysis (+/- 10%) (169) (333) 302 3,417 (164) 716
d) Liquidity Risk
The Group's continued future operations depend on the ability to raise
sufficient working capital through the issue of equity share capital or debt.
The Directors are reasonably confident that adequate funding will be
forthcoming with which to finance operations owing to the continued support
of the lenders and a history of successful capital raises. Controls over
expenditure are carefully managed.
2025 1-12 months 1-2 years 2-5 years More than 5 years
Contractual cash flows £'000 £'000 £'000 £'000
Non-derivative financial liabilities
Loans 52,866 53,293 474,546 -
Trade and other payables 315,692 160 164,319 -
368,558 53,453 638,865 -
Future forecast finance charges 2,636 2,246 5,533 12,874
371,195 55,699 644,398 12,874
Derivative financial liabilities
Forward exchange contracts used for hedging 244 - - -
Electricity hedges 350 - - -
594 - - -
The outflows disclosed in the above tables represent the contractual
discounted and undiscounted cash flows relating to derivative financial
liabilities held for risk management purposed and which are not usually closed
out before contractual maturity. The only discounted cash flows in the above
table are the deferred consideration owing on the Lime Acquisitions and
royalties on the CQG Group acquisition (previously Harries).
The interest payments on the variable interest rate loans in the table above
reflect market forward interest rates at the reporting date and these amounts
may change in line with changes in market interest rates. The future cash
flows from derivative instruments may differ from the amount in the above
table as interest rates and exchange rates change. Except for these financial
liabilities, it is not expected that the cash flows included in the maturity
analysis could occur significantly earlier or at significantly different
amounts.
3.2. Capital Risk Management
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern, to enable the Group to continue its
construction material investment activities, and to maintain an optimal
capital structure to reduce the cost of capital.
To maintain or adjust the capital structure, the Group may adjust the issue of
shares or sell assets to reduce debts.
Under the Group's New Debt Facilities, which has a carrying amount of £574.5
million (2024: 584.7 million), the Group is subject to covenants which are
tested monthly and certified quarterly. These covenants are:
· Group interest cover ratio set at a minimum of 4.0 times; and
· A maximum adjusted leverage ratio, which is the ratio of total
net debt, including further borrowings such as deferred consideration, to
adjusted EBITDA, of 3.75x.
As of 31 December 2025, the Group comfortably complied with its bank facility
covenants under the terms of the debt facility agreement.
There are no indications that the Group would have difficulties complying with
the covenants in the future.
The Group defines capital based on the total equity of the Company. The Group
monitors its level of cash resources available against future planned
operational activities and the Company may issue new shares in order to raise
further funds from time to time.
The gearing ratio on 31 December 2025 is as follows:
Consolidated
31 December 2025 31 December 2024
£'000 £'000
Total borrowings (Note 24) 639,026 641,832
Less: Cash and cash equivalents from continuing operations (Note 22) (166,674) (131,356)
Net debt 472,352 510,476
Total equity 856,891 754,468
Total capital 1,329,243 1,264,944
Gearing ratio 0.36 0.40
4. Critical Accounting Estimates
The preparation of the Financial Statements, in conformity with UK IASs,
requires management to make estimates, assumptions and judgements that affect
the reported amounts of assets, liabilities and disclosure of contingent
assets and liabilities at the date of the Financial Statements and the
reported amount of expenses during the year. Actual results may vary from the
estimates used to produce these Financial Statements.
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Significant items subject to such estimates, assumptions and judgements
include, but are not limited to:
a) Land and Mineral Reserves
The determination of fair values of land and mineral reserves are carried out
by appropriately qualified persons in accordance with the Appraisal and
Valuation standards published by the Royal Institution of Chartered Surveyors.
To determine the reserves, management will engage an independent volume and
tonnage assessment, which involves a topographic survey of the quarry
working, conducted in 3 dimensions for the date of the assessment using a
computer aided design (CAD) system and a series of theoretical
computer-generated models, taking into account geotechnical and
hydrogeological factors, as well as ensuring that there is a practical
extraction plan so that all the rock can be recovered. This produces a
removal of overburden model and removal of mineral model.
Following this, the volume of reserves is calculated and converted to tonnes
by multiplying the volume by the density of the mineral. This process is
based upon factors such as estimates of commodity prices and geological
assumptions and judgements. Additional estimates include future capital
requirements and production costs.
The PPAs included the revaluation of land and minerals based on the estimated
remaining reserves within St John's, Les Vardes, Aberdo, Carrières du
Hainaut, Cymru Quarry Group, Nordkalk, JQG, Fels, Vitosov and Clogrennane.
These are then valued based on the estimated remaining life of the mines and
the net present value for the price per tonnage.
b) Estimated Impairment of Goodwill
Goodwill arising on business combinations is not amortised but is reviewed for
impairment on an annual basis, or more frequently if there are indications
that the goodwill may be impaired. Goodwill is allocated to groups of cash
generating units according to the level at which management monitor that
goodwill, which is at the level of operating segments.
Where the carrying value exceeds the estimated recoverable amount (being the
greater of fair value less costs and value-in-use), an impairment loss is
recognised by writing down goodwill to its recoverable amount. When an
impairment is recognised as an expense, it is not subsequently reversed.
To assess the value-in-use, the net cash flow forecasts are extrapolated using
long-term growth rates to determine the terminal value. These net cash flow
forecasts reflect volumes, sales prices, cost of sales and administration
costs assumptions in addition to other cash flow movements. Future cash flows,
including the terminal value, are discounted to their present value using a
pre-tax discount rate takes into account the current market assessments of the
time value of money and the certain risks for which the future cash flow
estimates have not been adjusted. The future cash flow estimates exclude net
cash movement attributable to financing activities and income tax.
The impairment test process requires management to make significant judgements
and estimates regarding the valuation models, discount rates used, and future
cash flows projected to be generated by the operating segment to which
goodwill has been allocated. Further information on the impairment assessment
and key assumptions used is detailed in note 17.
The PPA assessments provide a reduction to the goodwill for each operating
segment via the fair value assessment of the assets acquired in new entities
as at the completion date.
Goodwill has a carrying value of £467.9 million as at 31 December 2025 (31
December 2024: £446.9 million). Management has concluded that an impairment
charge was not necessary to the carrying value of goodwill for the period
ended 31 December 2025 (31 December 2024: £nil). See Note 2.6 to the
Financial Statements.
c) Restoration Provision
The Group's provision for restoration costs is an accounting estimate and has
a carrying value at 31 December 2025 of £48.2 million (31 December 2024: £50
million) and relate to the removal of the plant and equipment and restoration
of the site to a safe and secure environment across all regions.
The cost of removal and restoration of the site is a judgement determined by
management for the removal and disposal of the machinery at the point at which
the reserves are no longer available for business use. Management judgements
are based on a site-by-site basis on the evaluation of available information
such as prior experience and current laws and regulations. There are a number
of uncertainties which may impact management's judgements including change in
governments, laws and regulations, unknown factors and changes in technology.
The restoration provision is a commitment to restore the site to a safe and
secure environment. These provisions are reviewed annually.
d) Recognition of deferred tax assets
Uncertainty exists related to the availability of future taxable profit
against which tax attributes such as tax losses and corporate restricted
interest carried forward can be used, however deferred tax assets are
recognised to the extent that it is probable that taxable profits will be
available against which tax attributes can be utilised. Significant management
judgement is required to determine the amount of deferred tax assets that can
be recognised, based on the likely timing and level of future taxable profits,
together with future tax planning strategies. Further information on income
taxes is disclosed in Note 15.
e) Fair value of financial instruments
The fair values of financial instruments that cannot be determined based on
quoted market prices and rates are established using different valuation
techniques. The Group uses judgement to select methods and make assumptions
that are mainly based on market conditions existing at the end of the
reporting period. Factors regarding valuation techniques and their assumptions
could affect the reported fair values. Further information on fair value of
financial instruments is disclosed in note 33.
5. Dividends
No dividend has been declared or paid by the Company during the year ended 31
December 2025 (2024: nil).
6. Segment Information
Management has determined the operating segments based on reports reviewed by
the Board of Directors that are used to make strategic decisions. During the
periods presented the Group has four geographical regions, UK & Ireland
which comprises of UK Lime, UK Stone, Irish Lime and UK Products; Western
Europe which comprises of Belgian Stone and Development; Central Europe which
comprises of German Lime, Czech Lime, Polish Lime, Polish Stone, the Baltics
and Development and Nordics with comprises of Nordic Lime and Nordic Stone.
Activities in the UK & Ireland, Western Europe, Central Europe and Nordics
regions relate to the production of minerals and sale of materials, products
and services.
31 December 2025
UK & Ireland Western Europe Nordics Central Europe Corporate Total
£'000 £'000 £'000 £'000 £'000 £'000
Revenue (continuing operations) 257,642 68,593 241,940 467,722 - 1,035,897
Depreciation & Amortisation 23,761 8,167 18,586 35,233 334 86,081
Net finance expense 2,157 390 192 5,993 37,019 45,751
Underlying Profit from operations per reportable segment 48,526 8,685 38,299 101,677 (15,446) 181,741
Additions to non-current assets 17,422 (5,466) 11,006 50,592 (619) 72,935
Reportable segment non-current assets 387,655 115,033 398,601 885,594 9,553 1,796,436
Reportable segment assets 486,175 146,492 515,748 1,048,759 65,956 2,263,130
Reportable segment liabilities 101,368 63,047 97,639 529,787 614,398 1,406,239
31 December 2024
UK & Ireland Western Europe Nordics Central Europe Corporate Total
£'000 £'000 £'000 £'000 £'000 £'000
Revenue (continuing operations) 232,370 62,475 250,179 417,260 222 962,506
Depreciation & Amortisation 16,561 6,625 17,345 31,299 232 72,062
Net finance expense 1,327 265 638 2,463 48,126 52,819
Underlying Profit from operations per reportable segment 42,119 8,628 35,355 88,631 (14,103) 160,629
Additions to non-current assets 180,512 (967) (34,854) 802,452 7,258 954,402
Reportable segment non-current assets 370,233 116,443 387,595 839,059 10,172 1,723,502
Reportable segment assets 457,921 152,473 506,111 985,065 48,257 2,149,827
Reportable segment liabilities 109,220 68,803 103,652 494,096 620,383 1,396,159
2024 Segment information has been provided on continuing operations for income
statement items. Discontinued operations assets and liabilities are included
in the Western Europe region. For further information on discontinued
operations, please refer to note 14.
7. Revenue
Consolidated
31 December 2025 31 December 2024
Continuing Operations £'000 £'000
High-grade minerals 733,836 683,417
Aggregates & stone 123,770 115,004
Value-add products 178,291 164,085
1,035,897 962,506
The revenue figures above relate to continuing operations, including
discontinued operations, total revenue for 2024 was £997.6 million.
High-grade minerals revenue relates to the sale of minerals to be used for
industrial purposes and includes limestone powder, quicklime, ground calcium
carbonate and aggregates. These revenues are recognised at a point in time as
the product is transferred to the customer, except for contracting and similar
services where revenue is recognised over time.
Aggregates and stone revenue relates to essential materials in the building
industry, comprising sand, gravel, crushed stone and recycled concrete. These
revenues are recognised in the same way as high-grade mineral revenues.
Value added products is the sale of finished goods that have undertaken a
manufacturing process within each of the subsidiaries. These revenues are
recognised in the same way as high-grade mineral revenues.
The Group contracting services revenue for the year ended 31 December 2025 was
£31.5 million (2024: £26.4 million). Refer to note 2.20 for further
information on contracting services.
8. Expenses by Nature
Consolidated
31 December 2025 31 December 2024
£'000 £'000
Cost of sales
Changes in inventories of finished goods and work in progress 24,569 12,074
Raw materials & production 311,360 315,048
Distribution & selling expenses 91,929 90,571
Employees & contractors 181,569 183,987
Maintenance expense 36,804 39,274
Plant hire expense 6,332 6,632
Depreciation & amortisation expense 86,081 72,062
Other costs of sale 28,268 14,286
Total cost of sales 766,912 733,934
Administrative expenses
Operational admin expenses 88,827 102,077
Corporate admin expenses 41,136 43,547
Total administrative expenses 129,963 145,624
Corporate administrative expenses include £20 million (2024: £17 million) of
non-underlying expenses. Refer to Note 11 for more information.
Restructuring costs of £6.2 million are included throughout the cost of sales
and administrative expenses. Refer to Note 11 for more information.
During the year the Group (including its overseas subsidiaries) obtained the
following services from the Company's auditors and its associates:
Consolidated
31 December 2025(1) 31 December 2024
£'000 £'000
Fees payable to the Company's auditor and its associates for the audit of the 1,066 484
Company and Consolidated Financial Statements
1,066 484
(1) This amount includes the under accrual of the previous year audit fees
9. Employee Benefits Expense
Consolidated Company
31 December 2025 31 December 2024 31 December 2025 31 December 2024
Staff costs (excluding directors) £'000 £'000 £'000 £'000
Salaries and wages 155,516 148,525 6,098 4,678
Post-employment benefits 2,340 1,726 239 128
Social security contributions and similar taxes 12,248 12,188 1,441 1,005
Other employment costs 10,428 10,966 73 -
Share based payments 3,883 4,555 3,883 425
184,415 177,960 11,734 6,236
Consolidated Company
31 December 2025 31 December 2024 31 December 2025 31 December 2024
Average number of FTE employees by function # # # #
Management 134 116 9 8
Operations 2,211 2,527 - -
Administration 603 508 10 8
2,948 3,151 19 16
10. Directors' Remuneration
For the period ended 31 December 2025
Directors' fees Bonus Taxable benefits Pension benefits Total
£'000 £'000 £'000 £'000 £'000
Executive Directors
David Barrett 478 712 - 40 1,229
Jan van Beek ((1)) 390 575 - 34 999
Max Vermorken 684 970 - 40 1,694
Non-executive Directors
Timothy Hall ((2)) 74 - 415 - 489
Simon Chisholm 95 - - 10 105
Jacques Emsens 74 - - - 74
Axelle Henry 74 - - - 74
Peter Johnson 78 - - - 78
Francesca Medda 74 - - - 74
2,021 2,257 415 124 4,816
For the period ended 31 December 2024
Directors' fees Bonus Taxable benefits Pension benefits Total
£'000 £'000 £'000 £'000 £'000
Executive Directors
David Barrett 390 488 - 40 918
Garth Palmer ((3)) 390 488 - 40 918
Max Vermorken 550 688 - 40 1,278
Non-executive Directors
Timothy Hall 70 - - - 70
Simon Chisholm 70 - - 7 77
Jacques Emsens 70 - - - 70
Axelle Henry 70 - - - 70
Peter Johnson ((4)) 50 - - - 50
Francesca Medda ((4)) 50 - - - 50
1,710 1,664 - 127 3,501
(1) Appointed on 1 January 2025
(2) The taxable benefits relate to the exercise of his FY19 share options.
(3) Resigned on 31 December 2024
(4) Appointed on 12 April 2024
The bonuses earned in the year by the Directors reflect the performance of the
business, were based on industry standard criteria taking into account
external market data, were recommended by the Remuneration Committee and
approved by the Board. The share based payment charge on options attributable
to the Directors for the year was £5.9 million.
11. Non-underlying Items
Consolidated
31 December 2025 31 December 2024
£'000 £'000
Acquisition related expenses 4,242 16,832
Prior acquisition earn out agreement 3,090 -
Amortisation and remeasurement of acquired assets 13,866 13,910
Amortisation of finance costs 2,972 5,864
Restructuring expenses 6,153 24,999
Share option expense 9,817 6,942
Unwinding of discount on deferred consideration 6,563 2,942
Reversal of non-underlying gains 4,937 (4,937)
Non-underlying tax credits and tax rate changes (19,680) (4,458)
Net other non-underlying expenses & gains 3,540 7,419
35,500 69,513
Under IFRS 3 - Business Combinations, acquisition costs have been expensed as
incurred. Additionally, the Group incurred additional costs associated with
obtaining debt financing, including advisory fees to restructure.
Acquisition related expenses include exclusivity, introducer, advisor,
consulting, legal fees, accounting fees, insurance and ongoing transaction
services costs.
Prior acquisition earn out agreement expenses relate to earn out payments to
the sellers of the Retaining UK business.
Amortisation and remeasurement of acquired assets are non-cash items which
distort the underlying performance of the businesses acquired. Amortisation of
acquired assets arise from certain fair value uplifts resulting from the PPA.
Remeasurement of acquired assets arises from ensuring assets from acquisitions
are depreciated in line with Group policy.
Restructuring expenses relate to the reorganisation and integration of
recently acquired subsidiaries, including costs associated with site
optimisation, transitional salary costs, redundancies, severance &
recruitment fees, and costs associated with financial reporting and system
migrations.
Share option expense is the fair value of the LTIP's issued in 2021, share
options issued on 4 January 2024 and the 2025 LTIP for shares which have not
yet been granted, refer to Note 29 more information.
Unwinding of discount on deferred consideration is a non-cash adjustment
relating to deferred consideration arising on acquisitions.
Reversal of non-underlying gains is a non-cash adjustment due to change in
Group accounting policy for consolidation of the EBT.
Non-underlying tax movements relate to tax movements on share options for the
period, deferred tax liability unwind on the asset fair value uplift, true up
tax balances from pre-acquisition period and the reduction in German tax rate
for deferred tax recognition from 29.3% to 25.8%.
Amortisation of finance costs is the amortisation of borrowing costs on the
Syndicated Senior Credit Facility. These costs are amortised over a 5-year
period.
Net other non-underlying expenses and gains include other advisory fees and
other associated costs.
12. Net Finance Income/(Expense)
Consolidated
31 December 2025 31 December 2024
£'000 £'000
Net interest expense (36,289) (44,370)
Dividends 73 357
Other finance expense (2,972) (5,864)
Unwinding of discount on deferred consideration (6,563) (2,942)
(45,751) (52,819)
13. Other Net Gains/(Losses)
Consolidated
31 December 2025 31 December 2024
£'000 £'000
Gain on disposal of property, plant and equipment 3,204 317
Other gains 5,278 388
Gain on disposal of subsidiary (refer to note 14) - 9,804
Share of earnings from joint ventures 543 316
Reversal of non-underlying gains (4,937) 4,937
Forex movement 1,512 (1,402)
5,600 14,360
14. Discontinued Operations
In December 2024, the Group disposed of non-core Belgian and French concrete
plants, Bmix, Goijens and with the option to sell Beton. The disposal of BMix
and Goijens completed in December and Beton completed in June 2025.
Financial information relating to the discontinued operation for the period is
set out below.
Income statement 31 December 2025 31 December 2024
£'000 £'000
Revenue - 35,108
Cost of sales - (29,706)
Gross profit - 5,402
Administration expenses - (3,541)
Other expenses - (580)
Corporations tax - (603)
Profit from discontinued operation - 678
FX translation reserve - (6)
Total comprehensive income from discontinued operation - 672
Basic earnings per share attributable to owners of the parent (expressed in - 0.06
pence per share)
Cash movement 31 December 2025 31 December 2024
£'000 £'000
Net cash outflow from operating activities - 4,191
Net cash inflow from investing activities - (2,058)
Net cash inflow from financing activities - 349
Net increase / (decrease) in cash generated by the subsidiary - 2,482
Balance Sheet 31 December 2025 31 December 2024
£'000 £'000
Non-current assets as held for sale
Property, plant and equipment - 1,336
Intangible assets - 2,705
Other receivables - 16
- 4,057
Current Assets as held for sale
Trade and other receivables - 1,804
Inventories - 367
Cash and cash equivalents - 944
- 3,115
Total assets - 7,172
Non-current liabilities as held for sale
Deferred tax liability - -
- -
Current liabilities as held for sale
Trade and other payables - 1,433
Current tax payable - 110
- 1,543
Total liabilities - 1,543
Net assets of the disposal group - 5,629
15. Taxation
Consolidated
31 December 2025 31 December 2024
Tax recognised in Consolidated Income Statement £'000 £'000
Current tax 21,839 20,266
Deferred tax (8,014) (3,735)
Total tax charge in the Income Statement 13,825 16,531
Consolidated
31 December 2025 31 December 2024
Recognised within the Consolidated Statement of Other Comprehensive Income £'000 £'000
Deferred tax - retirement benefit obligations 658 (9)
Deferred tax - cash flow hedges 19 (195)
Total tax recognised within the Consolidated Statement of Comprehensive Income 677 (204)
Consolidated
31 December 2025 31 December 2024
Recognised directly in Equity £'000 £'000
Current tax - Currency translation (3,037) 2,104
Deferred tax - share options ((1)) (6,096) (1,201)
Deferred tax - other equity movements (352) 244
Total tax recognised directly in Equity (9,485) 1,147
(1) The current year and prior years deferred tax on share options were
directly recognised in the Consolidated Statement of Changes in Equity as
'Other equity adjustments' totalling £7.9 million.
The differences between the total tax charge and the amount calculated by
applying the standard UK corporation tax of 25% (2024: 25%) to the profit
before tax of the Group are as follows:
Consolidated
31 December 2025 31 December 2024
£'000 £'000
Profit on ordinary activities before tax 98,869 44,489
Current tax using the UK corporation tax rate of 25% (2024: 25%) 24,717 11,146
Effects of:
Expenses not deductible 6,700 7,860
Income not taxable (1,283) (6,179)
Deferred tax not recognised 2,867 8,710
Adjustment to tax charge in respect of prior periods (2,142) (1,392)
Effect of overseas tax rates (4,755) (3,639)
Changes in tax rates (12,279) 25
Tax charge 13,825 16,531
On 20 June 2023, Finance (No.2) Act 2023 was substantively enacted in the UK,
introducing a global minimum effective tax rate of 15%. The legislation
implements a domestic top-up tax and a multinational top-up tax, effective for
accounting periods starting on or after 31 December 2023. However, this
legislation does not apply to the Group in the financial year beginning 1
January 2025 as its consolidated revenue does not meet the legislation
requirements of being greater than €750m in two of the four preceding years.
The Group will continue to monitor the legislation in future years.
Recognised in the Consolidated Balance Sheet
31 December 2025 31 December 2024
£'000 £'000
Deferred tax assets 91 331
Deferred tax liabilities (191,664) (196,288)
Net deferred tax liabilities (191,573) (195,957)
Fixed Assets Share based payments Total
Other temporary differences
Net deferred tax liabilities £'000 £'000 £'000 £'000
At 1 January 2024 (78,822) 1,869 4,773 (72,181)
Disposals/ (Acquisitions) (142,876) - - (142,876)
Charged/(Credited) to income statement 5,029 1,914 (3,731) 3,211
Amount charged/(Credited) to OCI - - 204 204
Amount charged/(Credited) to equity - 1,201 (244) 957
Foreign exchange on translation taken to equity 15,142 15 (420) 14,736
At 31 December 2024 (201,527) 4,998 572 (195,957)
At 1 January 2025 (201,527) 4,998 572 (195,957)
Reallocation (4,268) (331) 4,599 -
Charged/(Credited) to income statement 12,112 1,533 (5,631) 8,104
Amount charged/(Credited) to OCI - - (677) (677)
Amount charged/(Credited) to equity - 6,096 352 6,448
Foreign exchange on translation taken to equity (9,599) - 198 (9,400)
At 31 December 2025 (203,282) 12,295 (587) (191,573)
Deferred tax assets and liabilities are offset to the extent that there is a
legally enforceable right to offset current tax assets against current tax
liabilities.
Deferred tax assets in relation to losses of £4.3 million (2024: £3.5
million) and other temporary differences with no expiry including corporate
interest restriction of £13.9 million (2024: £11.7 million) have not been
recognised within the Consolidated Balance Sheets due to uncertainty over
their recoverability.
At SigmaRoc plc, deferred tax assets relating to share based payments of
£12.3 million (2024: £4.7 million) have not been recognised on its balance
sheet due to uncertainty over its recoverability.
The temporary differences associated with investments in the Group's
subsidiaries, associates and joint ventures for which a deferred tax liability
has not been recognised in the periods presented, aggregate for which a
deferred tax liability of £0.8 million (2024: £0 million) has not been
recognised. No liability has been recognised because the Group is in a
position to control the timing of the reversal of those temporary differences
and it is probable that such differences will not reverse in the foreseeable
future.
16. Property, Plant and Equipment
Consolidated
Office Equipment Land and minerals Land and buildings Plant and machinery Vehicles Right of use Construction in progress Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Cost
As at 1 January 2024 5,318 448,630 170,855 355,939 27,642 42,074 20,527 1,070,985
Discontinued operations - - (157) (908) (50) (428) - (1,543)
Acquired through acquisition - 277,034 78,724 312,057 12,511 20,527 13,496 714,349
Disposal of subsidiary (427) - (5,604) (9,396) (5,745) (787) - (21,959)
Transfer between classes/ reallocation from intangibles - (2,064) (2,199) 6,341 743 49 (5,892) (3,022)
Fair value adjustment - 126,472 24,364 (365) 340 - - 150,810
Additions 147 5,026 5,799 34,022 1,800 8,553 16,212 71,559
Disposals - (2,171) (4,991) (1,569) (732) (2,127) - (11,590)
Forex (102) (3,082) (4,351) (12,905) 153 (402) (1,277) (21,966)
As at 31 December 2024 4,936 849,845 262,440 683,216 36,662 67,459 43,066 1,947,624
As at 1 January 2025 4,936 849,845 262,440 683,216 36,662 67,459 43,066 1,947,624
Disposal of subsidiary - - (190) (1,134) (61) (515) - (1,900)
Transfer between classes (7) 6,107 (13,978) 4,163 (420) 1,349 (1,025) (3,811)
Additions 296 5,190 8,554 40,271 2,946 19,567 18,587 95,411
Disposals - (2,955) (2,349) (11,951) (2,184) (2,820) - (22,259)
Forex 167 40,682 12,325 39,087 1,265 3,613 1,812 98,951
As at 31 December 2025 5,392 898,869 266,802 753,652 38,208 88,653 62,440 2,114,016
Depreciation
As at 1 January 2024 4,640 88,998 90,899 269,817 20,477 23,592 - 498,423
Discontinued operations - - (6) (115) (39) (48) - (208)
Acquired through acquisition - 44,717 18,942 105,849 5,645 841 - 175,994
Disposal of subsidiary (206) - (1,106) (6,794) (4,398) (645) - (13,149)
Transfer between classes/ reallocation from intangibles - 1,032 (1,687) 1,455 (204) (136) - 460
Charge for the year 173 18,841 8,256 31,703 2,839 7,644 - 69,456
Disposals - - - (768) (603) (2,243) - (3,614)
Forex (129) (277) (1,961) (14,756) (1,177) (383) - (18,683)
As at 31 December 2024 4,478 153,311 113,337 386,391 22,540 28,622 - 708,679
As at 1 January 2025 4,478 153,311 113,337 386,391 22,540 28,622 - 708,679
Disposal of subsidiary - - (7) (138) (47) (57) - (249)
Transfer between classes (10) (1,869) (1,377) (1,762) 257 (179) - (4,940)
Charge for the year 211 21,434 8,954 34,922 2,417 14,154 - 82,092
Disposals - (2,826) (627) (7,256) (1,789) (2,673) - (15,171)
Forex 163 7,404 4,852 24,359 716 1,826 - 39,320
As at 31 December 2025 4,842 177,454 125,132 436,516 24,094 41,693 - 809,731
Net book value
As at 31 December 2024 458 696,534 149,103 296,825 14,122 38,837 43,066 1,238,945
As at 31 December 2025 550 721,415 141,670 317,136 14,114 46,960 62,440 1,304,285
Right of use assets
Office Equipment Land and minerals Land and buildings Plant and machinery Vehicles Total
£'000 £'000 £'000 £'000 £'000 £'000
Cost
As at 1 January 2024 - 4,648 8,595 28,819 12 42,074
Discontinued Operations - - - (428) - (428)
Acquired through acquisition 955 711 17,046 1,742 73 20,527
Transfer between classes - - - - 49 49
Disposal of subsidiary - - - (787) - (787)
Additions 270 385 413 7,485 - 8,553
Disposals (179) (28) (406) (1,514) - (2,127)
Forex (67) (187) (29) (119) - (402)
As at 31 December 2024 979 5,529 25,619 35,198 134 67,459
As at 1 January 2025 979 5,529 25,619 35,198 134 67,459
Disposal of subsidiary - - - (515) - (515)
Transfer between classes 175 57 1,044 74 - 1,349
Disposal of subsidiary (282) - (865) (1,673) - (2,820)
Additions 94 63 1,213 7,652 10,544 19,567
Disposals (282) - (865) (1,673) - (2,820)
Forex 122 298 169 3,050 (27) 3,613
As at 31 December 2025 1,089 5,947 27,180 43,786 10,651 88,653
Depreciation
As at 1 January 2024 - 731 3,083 19,774 4 23,592
Discontinued Operations - - - (48) - (48)
Acquired through acquisition 544 - 162 135 - 841
Transfer between classes - - - (136) - (136)
Disposal of subsidiary - - - (645) - (645)
Charge for the year 257 184 1,949 5,234 20 7,644
Disposals (179) - (406) (1,658) - (2,243)
Forex (27) (76) (11) (269) - (383)
As at 31 December 2024 595 839 4,777 22,387 24 28,622
As at 1 January 2025 595 839 4,777 22,387 24 28,622
Disposal of subsidiary - - - (57) - (57)
Transfer between classes (175) - - (4) - (179)
Charge for the year 232 211 2,510 6,337 4,864 14,154
Disposals (271) - (736) (1,665) - (2,673)
Forex 53 631 31 1,108 2 1,825
As at 31 December 2025 434 1,681 6,582 28,106 4,890 41,693
Net book value
As at 31 December 2024 384 4,690 20,842 12,811 110 38,837
As at 31 December 2025 655 4,266 20,598 15,680 5,761 46,960
Company
Office Equipment Land & Buildings Motor Vehicle Right of Use Total
£'000 £'000 £'000 £'000 £'000
Cost
As at 1 January 2024 265 - - 234 499
Additions 15 - - 612 627
Disposals - - - - -
As at 31 December 2024 280 - - 846 1,126
As at 1 January 2025 280 - - 846 1,126
Additions 64 - - - 64
Disposals - - - - -
As at 31 December 2025 344 - - 846 1,190
Depreciation
As at 1 January 2024 150 - - 183 333
Charge for the year 52 - - 92 144
Disposals - - - - -
As at 31 December 2024 202 - - 275 477
As at 1 January 2025 202 - - 275 477
Charge for the year 65 - - 122 187
Disposals - - - - -
As at 31 December 2025 267 - - 397 664
Net book value
As at 31 December 2024 78 - - 571 649
As at 31 December 2025 77 - - 449 526
17. Intangible Assets
Consolidated
Goodwill Customer Relations Intellectual property Research & Development Branding Other Intangibles Total
£'000 £'000 £'000 £'000 £'000
Cost
As at 1 January 2024 170,337 11,762 - 5,952 3,210 20,126 211,387
Additions - - 100 - - 3,358 3,458
Reallocations - - - - - 2,064 2,064
Additions through business combination 401,337 - - - - 8,353 409,690
Fair value adjustments - Bjorka Minerals & ST Investicija (5,718) - - - - - (5,718)
Fair value adjustments - CRH Lime Acquisitions (114,660) (114,660)
Disposal of subsidiary (3,836) (2,085) - - - - (5,921)
Discontinued operations - - - - - (3,030) (3,030)
Forex (595) (597) - (224) - (1,518) (2,934)
As at 31 December 2024 446,865 9,080 100 5,728 3,210 29,353 494,336
As at 1 January 2025 446,865 9,080 100 5,728 3,210 29,353 494,336
Additions - - - 24 - 1,277 1,301
Reallocations - (927) 192 977 - 957 1,199
Fair value adjustments - - - - - (2,900) (2,900)
Disposal of subsidiary - - - - - (3,190) (3,190)
Forex 21,078 - - 90 - 4,495 25,663
As at 31 December 2025 467,943 8,153 292 6,819 3,210 29,992 516,409
Depreciation
As at 1 January 2024 - 3,503 - 5,646 692 13,498 23,339
Charge for the year - 1,020 2 46 160 2,074 3,302
Acquired through business combination - - - - - 5,246 5,246
Disposal of subsidiary - (449) - - - - (449)
Discontinued operations - - - - - (326) (326)
Forex - (66) - (190) - (20) (276)
As at 31 December 2024 - 4,008 2 5,502 852 20,472 30,836
As at 1 January 2025 - 4,008 2 5,502 852 20,472 30,836
Charge for the year - 821 16 67 160 2,925 3,989
Reallocations - 52 192 977 - (22) 1,199
Fair value adjustments - - - - - (3,229) (3,229)
Disposal of subsidiary - - - - - (343) (343)
Forex - - - 46 - 2,854 2,900
As at 31 December 2025 - 4,881 210 6,592 1,012 22,657 35,352
Net book value
As at 31 December 2024 446,865 5,072 98 226 2,358 8,881 463,500
As at 31 December 2025 467,943 3,272 82 227 2,198 7,335 481,057
The intangible asset classes are:
- Goodwill is the excess of the consideration transferred and the
acquisition date fair value of any previous equity interest in the acquiree
over the fair value of the net identifiable assets.
- Customer relations is the value attributed to the key customer
lists and relationships.
- Intellectual property is the patents owned by the Group.
- Research and development is the acquisition of new technical
knowledge and trying to improve existing processes or products or developing
new processes or products.
- Branding is the value attributed to the established company
brand.
- Other intangibles consist of capitalised development costs for
assets produced that assist in the operations of the Group and incur revenue.
Amortisation of intangible assets is included in cost of sales on the Income
Statement. Development costs have been capitalised in accordance with the
requirements of IAS 38 and are therefore not treated, for dividend purposes,
as a realised loss.
Impairment tests for goodwill
Goodwill arising on business combinations is not amortised but is reviewed for
impairment on an annual basis, or more frequently if there are indications
that the goodwill may be impaired. Goodwill is allocated to groups of cash
generating units according to the level at which management monitor that
goodwill, which is at the level of operating segments.
A total of twenty-one operating segments are considered to be Ronez, Topcrete,
Poundfield, CCP, Rightcast, Retaining, Cymru Quarry Group, Buxton and Johnston
in the UK; Clogrennane in Ireland; CDH, Stone and GduH in Belgium; Fels and
Nordkalk Germany in Germany; Vitosov in Czechia; Nordkalk Wapno and Nordkalk
Poland in Poland and Nordkalk Finland, Nordkalk Sweden and Nordkalk Estonia in
Northern Europe. The operating segments are then allocated to regions.
The Goodwill allocated to each region is shown below:
31 December 2025
UK & Ireland Western Europe Central Europe Nordics
£'000 £'000 £'000 £'000
Goodwill allocated to region at balance sheet date 165,051 14,583 198,810 89,499
Discount rate applied to cash flow projections 9.63% 8.93% 7.78% 9.11%
Average EBITDA margin over 5 years 26.4% 30.4% 27.6% 20.9%
Headroom 381,991 78,139 1,170,078 574,337
Long term growth rates 2% 2% 2% 2%
31 December 2024
UK & Ireland Western Europe Central Europe Nordics
£'000 £'000 £'000 £'000
Goodwill allocated to region at balance sheet date 157,389 14,808 192,202 82,466
Discount rate applied to cash flow projections 10.15% 10.34% 10.24% 9.90%
Average EBITDA margin over 5 years 21.3% 25.8% 27.5% 20.8%
Headroom 289,310 82,263 412,956 438,626
Long term growth rates 2% 2% 2% 2%
Key assumptions
The key assumptions used in performing the impairment review are set out
below:
Cash flow projections
The key assumptions and methodology used in respect of the operating segments
are consistent with those described above. The values applied to each of the
key estimates and assumptions are specific to the individual operating segment
and are based on past experience and forecast future trading conditions. The
cash flows and terminal value were projected in line with the methodology
disclosed above.
Long-term growth rates
Cash flow projections are prudently based on 2 per cent (2024: 2 per cent) and
therefore provides significant of headroom.
Discount rate
Forecast cash flows for each operating segment have been discounted at rates
of 7.50 per cent to 10.91 per cent (2024: discounted at rates of 9.90 per cent
to 10.34 per cent); which was calculated based on market participants' cost of
capital and adjusted to reflect factors specific to each operating segment.
Sensitivity
The Group has applied sensitivities to assess whether any reasonable possible
changes in assumptions could cause an impairment that would be material to
these consolidated Financial Statements. The table below identifies the
amounts by which each of the following assumptions would decline or increase
to arrive at a zero excess of the present value of future cash flows over the
book value of net assets in the three operating segments selected for
sensitivity analysis disclosures:
Reduction in cash flows 2.0% - 5.0%
Increase in discount rate 5.0% - 6.0%
Reduction in growth rate 3.0% - 5.0%
This demonstrated that a 1.0% (2024: 1.0%) increase in the discount rate would
not cause an impairment and the annual growth rate is assumed to be 2.0%
(2024: 2.0%).
The Directors have therefore concluded that no impairment to goodwill is
necessary.
18. Investment in Subsidiary Undertakings
Company
31 December 2025 31 December 2024
£'000 £'000
Shares in subsidiary undertakings
At beginning of the year 677,435 488,812
Additions - 182,640
Intercompany transfer of investments - 16,228
Disposals - (10,246)
At period end 677,435 677,435
Loan to/(from) Group undertakings 339,621 419,095
Total 1,017,056 1,096,530
Investments in Group undertakings are stated at cost less impairment.
Details of subsidiaries at 31 December 2025 are as follows:
Name of subsidiary Country of incorporation Share capital held by Company Share capital held by Group Principal activities
SigmaFin Limited England £45,181,877 Holding company
Foelfach Stone Limited England £1 Construction materials
SigmaGsy Limited Guernsey £1 Shipping logistics
Ronez Limited Jersey £2,500,000 Construction materials
Pallot Tarmac (2002) Limited Jersey £2 Road contracting services
Island Aggregates Limited Guernsey £6,500 Waste recycling
Topcrete Limited England £926,828 Pre-cast concrete producer
A. Larkin (Concrete) Limited England £37,660 Dormant
Allen (Concrete) Limited England £100 Holding company
Poundfield Products (Group) Limited England £22,167 Holding company
Poundfield Products (Holdings) Limited England £651 Holding company
Poundfield Innovations Limited England £6,357 Patents & licencing
Poundfield Precast Limited England £63,568 Pre-cast concrete producer
Greenbloc Limited England £1 Dormant
CCP Building Products Limited England £50 Construction materials
Cheshire Concrete Products Limited England £1 Dormant
Clwyd Concrete Products Limited England £100 Dormant
Country Concrete Products Limited England £100 Dormant
PPG Projects Limited England £100 Dormant
CCP Aggregates Limited England £100,000 Construction materials
Stone Service Center Belgium €23,660,763 Holding company
Carrières du Hainaut SCA Belgium €16,316,089 Construction materials
Granulats du Hainaut SA Belgium €62,000 Construction materials
West Region SRC SRL Belgium €760,000 Holding company
GDH (Holdings) Limited England £54,054 Construction materials
Cymru Quarry Group Limited England £112 Construction materials
GD Harries & Sons Limited England £1 Dormant
Stone Holding Company SA Belgium €100 Construction materials
Cuvelier Philippe SA Belgium €750 Construction materials
Nordkalk Oy Ab Finland €1,000,000 Limestone quarrying and processing
Nordkalk AB Sweden €2,439,000 Limestone quarrying and processing
Kalkproduktion Storugns AB Sweden €293,000 Limestone quarrying and processing
Nordkalk AS Estonia €959,000 Limestone quarrying and processing
Nordkalk GmbH Germany €50,000 Limestone quarrying and processing
Nordkalk Sp. Z.o.o Poland €19,637,000 Limestone quarrying and processing
Suomen Karbonaatti Oy Finland €2,102,000 Limestone quarrying and processing
NKD Holding Oy Ab Finland €3,000 Holding company
Nordeka Maden A.S Turkey €1,020,000 Limestone quarrying and processing
Baltic Aggregates Oy Finland €1 Crushing stone
NK - East Oy Finland €8,869 Holding company
Nordkalk Ukraine TOV Ukraine €539 Mining rights
Nordkalk Prykarpattya TOV Ukraine €308 Dormant
Johnston Quarry Group Limited England £190 Holding company
Building Stone Limited England £1 Stone producing
CSSL No.2 Limited England £1 Dormant
Guiting Quarry Limited England £100 Construction materials
Bath Stone Group Limited England £110 Holding company
Monks Park Minerals Limited England £1 Dormant
Bath Stone Company Limited England £13,620 Minerals rights
Bath Stone Company (BSC) Limited England £1 Construction materials
Hartham Park Minerals Limited England £1 Dormant
Cotswold Stone Sales Limited England £1 Dormant
Flick Quarry Limited England £1 Dormant
Creeton Quarry Limited England £100 Dormant
Oathill Quarry Limited England £1 Dormant
Ropsley Quarry Limited England £100 Dormant
Rightcast Limited England £103 Concrete manufacturer
Canteras La Belonga SA Spain €273,575 Construction materials
Nayles Barn Quarry Limited England £100 Dormant
C B Collier Quarry Limited England £1 Dormant
Retaining Holdings Limited England £67 Holding company
Retaining (UK) Limited England £100 Retaining wall system
Juuan Dolomiittikalkki Oy Finland €52,700 Limestone quarrying and processing
ST Investicija UAB Lithuania €2,900 Stone producing
Compus UAB Lithuania €2,896 Stone producing
Draseikiu Karjeras UAB Lithuania €203,000 Stone producing
Baltijos Karjerai UAB Lithuania €12,876 Stone producing
Karjeru Verslas UAB Lithuania €61,712 Stone producing
Kvykliu Karjeras UAB Lithuania €102,500 Stone producing
Björka Mineral AB Sweden €60 Limestone quarrying and processing
SigmaCEN GmbH Germany €25,000 Holding company
Fels Holdings GmbH Germany €25,000 Holding company
Fels-Werke GmbH Germany €5,113,000 Limestone quarrying and processing
Fels Netz GmbH Germany €600,000 Railway operation
Vápenka Vitosov s.r.o Czechia CZK150,000,000 Limestone quarrying and processing
Buxton Lime Limited England £1 Limestone processing
SigmaRoc Shelfco Limited England £1 Dormant
Sigma Lime IRE Limited Ireland €100 Holding company
Clogrennane Lime Limited Ireland €375,000 Limestone quarrying and processing
Mavecotill Investments Sp. z.o.o. Poland PLN 5,000 Holding company
Nordkalk Wapno Sp z.o.o Poland PLN 419,310,000 Limestone processing
Baltic CO2 Management OU Estonia €10,000 CO2 Management
Highvizz Limited England £1 Information technology services
Skreenhouse Ventures Ltd England £1 Investment company
Name of subsidiary Registered office address
SigmaFin Limited 6 Heddon Street, London W1B 4BT
Foelfach Stone Limited 6 Heddon Street, London W1B 4BT
SigmaGsy Limited Les Vardes Quarry, Route de Port Grat, St Sampson, Guernsey, GY2 4TF
Ronez Limited Ronez Quarry, La Route Du Nord, St John, Jersey, JE3 4AR
Pallot Tarmac (2002) Limited Ronez Quarry, La Route Du Nord, St John, Jersey, JE3 4AR
Island Aggregates Limited Les Vardes Quarry, Route de Port Grat, St Sampson, Guernsey, GY2 4TF
Topcrete Limited 38 Willow Lane, Mitcham, Surrey, CR4 4NA
A. Larkin (Concrete) Limited 38 Willow Lane, Mitcham, Surrey, CR4 4NA
Allen (Concrete) Limited 38 Willow Lane, Mitcham, Surrey, CR4 4NA
Poundfield Products (Group) Limited The Grove, Creeting St. Peter, Ipswich, England, IP6 8QG
Poundfield Products (Holdings) Limited The Grove, Creeting St. Peter, Ipswich, England, IP6 8QG
Poundfield Innovations Limited The Grove, Creeting St. Peter, Ipswich, England, IP6 8QG
Poundfield Precast Limited The Grove, Creeting St. Peter, Ipswich, England, IP6 8QG
Greenbloc Limited The Grove, Creeting St. Peter, Ipswich, England, IP6 8QG
CCP Building Products Limited Llay Road, Llay, Wrexham, Clwyd, LL12 0TL
Cheshire Concrete Products Limited Llay Road, Llay, Wrexham, Clwyd, LL12 0TL
Clwyd Concrete Products Limited Llay Road, Llay, Wrexham, Clwyd, LL12 0TL
Country Concrete Products Limited Llay Road, Llay, Wrexham, Clwyd, LL12 0TL
PPG Projects Limited Llay Road, Llay, Wrexham, Clwyd, LL12 0TL
CCP Aggregates Limited Llay Road, Llay, Wrexham, Clwyd, LL12 0TL
Stone Service Center Rue de Cognebeau 245, B-7060 Soignies, Belgium
Carrières du Hainaut SCA Rue de Cognebeau 245, B-7060 Soignies, Belgium
Granulats du Hainaut SA Rue de Cognebeau 245, B-7060 Soignies, Belgium
West Region SRC SRL Rue de Cognebeau 245, B-7060 Soignies, Belgium
GDH (Holdings) Limited Rowlands View, Templeton, Narbeth, SA67 8RG
Cymru Quarry Group Limited Rowlands View, Templeton, Narbeth, SA67 8RG
GD Harries & Sons Limited 6 Heddon Street, London W1B 4BT
Stone Holding Company SA Avenue Louise 292, BE-1050 Ixelles, Belgium
Cuvelier Philippe SA Avenue Louise 292, BE-1050 Ixelles, Belgium
Nordkalk Oy Ab Skräbbölentie 18, FI-21600, Parainen, Finland
Nordkalk AB Box 901, 731 29 Köping
Kalkproduktion Storugns AB Strugns, 620 34 Lärbro
Nordkalk AS Lääne-Viru maakond, Väike- Maarja vald, Rakke alevik, F.R Faehlmanni tee
11a, 46301
Nordkalk GmbH Innungsstrabe 7, 21244 Buchholz in der Nordheide
Nordkalk Sp.z o.o ul. Plac Na Groblach, nr 21, lok. Miejsc, Krakow, kod 31-101, poczta, Krakow,
kraj Polska
Suomen Karbonaatti Oy Ihalaisen teollisuusalue, 53500 Lappeenranta
NKD Holding Oy Ab Skräbbölentie 18, 21600 Parainen, Finland
Nordeka Maden A.S Levent MH.Cömert Sk. Yapi Kredi Blokl.c Blok no.1 c/17 Besiktas
Baltic Aggregates Oy Skräbbölentie 18, FI-21600, Parainen, Finland
NK - East Oy Skräbbölentie 18, FI-21600, Parainen, Finland
Nordkalk Ukraine TOV Ivana Makukha st. 14, 78000, Ivano-Frankivsk Oblast, Tlumach, Ukraine
Nordkalk Prykarpattya TOV Galytska st 10, 7600 Ivano-Frankivsk, Ukraine
Johnston Quarry Group Limited Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire,
England, OX7 4AD
Building Stone Limited Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire,
England, OX7 4AD
CSSL No.2 Limited Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire,
England, OX7 4AD
Guiting Quarry Limited Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire,
England, OX7 4AD
Cotswolds Stone Sales Limited Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire,
England, OX7 4AD
Monks Park Minerals Limited Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire,
England, OX7 4AD
Bath Stone Company (BSC) Limited Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire,
England, OX7 4AD
Bath Stone Company Limited Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire,
England, OX7 4AD
Hartham Park Minerals Limited Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire,
England, OX7 4AD
Costwold Stone Sales Limited Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire,
England, OX7 4AD
Flick Quarry Limited Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire,
England, OX7 4AD
Creeton Quarry Limited Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire,
England, OX7 4AD
Oathill Quarry Limited Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire,
England, OX7 4AD
Ropsley Quarry Limited Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire,
England, OX7 4AD
Rightcast Limited Unit W4 Junction 38 Business Park, Darton, Barnsley, South Yorkshire, S75 5QQ
Canteras La Belonga SA Oviedo, Cellagu-Latores, 33193, Spain
Nayles Barn Quarry Limited Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire,
England, OX7 4AD
C B Collier Quarry Limited Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire,
England, OX7 4AD
Retaining Holdings Limited Hughes House, Cargo Fleet Road, Middlesbrough, United Kingdom, TS3 6AG
Retaining (UK) Limited Hughes House, Cargo Fleet Road, Middlesbrough, United Kingdom, TS3 6AG
Juuan Dolomiittikalkki Oy Onninpolku 1, 83900 Juuka, Finland
ST Investicija UAB Raudondvario pl. 131B, Kaunas, Lithuania
Compus UAB Raudondvario pl. 131B, Kaunas, Lithuania
Draseikiu Karjeras UAB Raudondvario pl. 131B, Kaunas, Lithuania
Baltijos Karjerai UAB Raudondvario pl. 131B, Kaunas, Lithuania
Karjeru Verslas UAB Raudondvario pl. 131B, Kaunas, Lithuania
Kvykliu Karjeras UAB Raudondvario pl. 131B, Kaunas, Lithuania
Björka Mineral AB Södra Tullgatan 3, 211 40 Malmö, Sweden
SigmaCEN GmbH Innungsstrasse 7, 21244 Buchholz
Fels Holdings GmbH Geheimrat-Ebert-Strasse 12, 38640 Goslar, Germany
Fels-Werke GmbH Geheimrat-Ebert-Strasse 12, 38640 Goslar, Germany
Fels Netz GmbH Hornberg 1, 38875 Oberharz am Brocken, Germany
Vápenka Vitosov s.r.o Hrabová 54, 789 01 Hrabová, Czechia
SigmaRoc Shelfco Limited Tunstead House Annex, Waterswallows Road, Buxton, United Kingdom, SK17 8TG
Buxton Lime Limited Tunstead House Annex, Waterswallows Road, Buxton, United Kingdom, SK17 8TG
Sigma Lime IRE Limited Raheendoran, Clogrennane, Carlow, R93 EV26, lreland
Clogrennane Lime Limited Fonthill, Clogrennane, Co. Carlow, R93 EV26, Ireland
Mavecotill Investments Sp. z.o.o. Sitkówka 24, 26-052 Nowiny
Nordkalk Wapno Sp z.o.o Sitkówka 24, 26-052 Nowiny
Baltic CO2 Management OU Lõõtsa tn 1a, Lasnamäe linnaosa, Tallinn, 11415 Harju maakond, Estonia
Highvizz Limited 6 Heddon Street, London, United Kingdom, W1B 4BT
Skreenhouse Ventures Ltd 6 Heddon Street, London, United Kingdom, W1B 4BT
For the year ended 31 December 2025 the following subsidiaries were entitled
to exemption from audit under section 479A of the Companies Act 2006:
· SigmaFin Limited
· Foelfach Stone Limited
· Topcrete Limited
· A. Larkin (Concrete) Limited
· Allen (Concrete) Limited
· Poundfield Products (Group) Limited
· Poundfield Products (Holdings) Limited
· Poundfield Innovations Limited
· Poundfield Precast Limited
· Greenbloc Limited
· CCP Building Products Limited
· Cheshire Concrete Products Limited
· Clwyd Concrete Products Limited
· Country Concrete Products Limited
· PPG Projects Limited
· CCP Aggregates Limited
· GDH (Holdings) Limited
· Cymru Quarry Group Limited
· GD Harries & Sons Limited
· Johnston Quarry Group Limited
· Building Stone Limited
· CSSL No.2 Limited
· Guiting Quarry Limited
· Cotswolds Stone Sales Limited
· Monks Park Minerals Limited
· Bath Stone Group LTD
· Bath Stone Company (BSC) Limited
· Bath Stone Company Limited
· Hartham Park Minerals Limited
· Costwold Stone Sales Limited
· Flick Quarry Limited
· Creeton Quarry Limited
· Oathill Quarry Limited
· Ropsley Quarry Limited
· Rightcast Limited
· Retaining Holdings Limited
· Retaining (UK) Limited
· Nayles Barn Quarry Limited
· C B Collier Quarry Limited
· Buxton Lime Limited
· HighVizz Limited
· Skreenhouse Ventures Ltd
Impairment review
The performance of all companies for the year ended 31 December 2025 are in
line with forecasted expectations and as such there have been no indications
of impairment.
19. Investment in Equity Accounted Associates & Joint Ventures
Nordkalk has a joint venture agreement with Franzefoss Minerals AS, managing a
lime kiln located in Norway which was entered into on 5 August 2004.
The Group has two non-material associates, Pargas Hyreshus Ab and Peak Cluster
Limited.
31 December 2025 31 December 2024
£'000 £'000
Interests in associates 1,646 531
Interest in joint venture 6,636 6,212
8,282 6,743
Proportion of ownership interest held
Name Country of incorporation 31 December 2025 31 December 2024
NorFraKalk AS Norway 50% 50%
AMeLi Green Lime Solutions France 0% 47.5%
Summarised financial information
NorFraKalk AS - Cost and net book value 31 December 2025 31 December 2024
£'000 £'000
Current assets 9,412 8,045
Non-current assets 9,582 7,768
Current liabilities (5,020) (2,688)
Non-current liabilities (3,591) (3,763)
10,383 9,362
For the period 1 January 2025 to 31 December 2025 For the period 1 January 2024 to 31 December 2024
£'000 £'000
Revenues 16,019 15,940
Profit after tax from continuing operations 1,086 633
20. Trade and Other Receivables
Consolidated Company
31 December 2025 31 December 2024 31 December 2025 31 December 2024
£'000 £'000 £'000 £'000
Current asset
Trade receivables 134,797 133,628 10,334 15,293
Prepayments 10,708 8,819 565 1,107
Other receivables 13,054 15,758 2,966 8
158,558 158,205 13,865 16,408
Non-current asset
Other receivables 1,772 13,724 3,927 11,289
1,772 13,724 3,927 11,289
The carrying value of trade and other receivables classified as loans and
receivables approximates fair value.
Trade and other receivables include a doubtful debts provision of £3.8
million. Refer to note 3.1b for further information.
The carrying amounts of the Group and Company's trade and other receivables
are denominated in the following currencies:
Consolidated Company
31 December 2025 31 December 2024 31 December 2025 31 December 2024
£'000 £'000 £'000 £'000
UK Pounds 42,014 43,753 15,638 20,261
Euros 76,681 87,246 2,154 7,436
Swedish Krona 13,844 13,782 - -
Zlotys 20,722 20,634 - -
Czech Koruna 6,092 5,611 - -
Turkish Lira 977 903 - -
160,330 171,929 17,792 27,697
Other classes of financial assets included within trade and other receivables
do not contain impaired assets.
The maximum exposure to credit risk at the reporting date is the carrying
value of each class of receivable mentioned above. The Group does not hold any
collateral as security.
21. Inventories
Consolidated
31 December 2025 31 December 2024
Cost and net book value £'000 £'000
Raw materials and consumables 66,329 61,741
Finished and semi-finished goods 58,781 56,069
Work in progress 10,233 9,872
135,343 127,682
The amount recognised as change of value in inventory included in cost of
sales was £24.6 million (31 December 2024: (£12.1 million)).
22. Cash and Cash Equivalents
Consolidated Company
31 December 2025 31 December 2024 31 December 2025 31 December 2024
£'000 £'000 £'000 £'000
Cash at bank and on hand - continuing operations 166,674 131,356 46,644 25,363
166,674 131,356 46,644 25,363
All of the Group's cash at bank is held with institutions with a credit rating
of at least A-. Exceptions may be granted on an individual basis in rare cases
where a bank is chosen for geographical reasons but does not fulfil the
stipulated rating criteria.
The carrying amounts of the Group and Company's cash and cash equivalents are
denominated in the following currencies:
Consolidated Company
31 December 2025 31 December 2024 31 December 2025 31 December 2024
£'000 £'000 £'000 £'000
UK Pounds 48,501 29,981 26,606 14,329
Euros 71,373 64,443 20,038 11,034
Swedish krona 10,891 4,365 - -
Zlotys 22,835 23,375 - -
Czech Koruna 9,482 7,431 - -
US dollar 2,826 1,362 - -
Norwegian Krone 12 - - -
Turkish Lira 754 399 - -
166,674 131,356 46,644 25,363
23. Trade and Other Payables
Consolidated Company
31 December 2025 31 December 2024 31 December 2025 31 December 2024
£'000 £'000 £'000 £'000
Current liabilities
Trade payables 91,356 81,458 8,024 11,224
Wages Payable 15,233 15,142 - -
Accruals 185,847 156,271 9,889 9,165
VAT payable/(receivable) 6,897 6,776 (68) (70)
Deferred consideration 349 5,039 230 2,293
Other payables 16,010 19,360 231 189
315,692 284,046 18,306 22,801
Non-current liabilities
Deferred consideration 159,527 146,562 6,094 5,692
Other payables 4,952 8,468 - -
164,479 155,030 6,094 5,692
The carrying amounts of the Group and Company's trade and other payables are
denominated in the following currencies:
Consolidated Company
31 December 2025 31 December 2024 31 December 2025 31 December 2024
£'000 £'000 £'000 £'000
UK Pounds 70,048 55,245 16,147 16,626
Euros 362,000 332,275 8,253 11,867
Swedish krona 14,682 19,019 - -
Zlotys 26,163 26,766 - -
Ukrainian Hryvnia - 4 - -
US Dollar 426 85 - -
Czech Koruna 6,742 5,475 - -
Turkish Lira 110 208 - -
480,171 439,077 24,400 28,493
24. Borrowings
Consolidated Company
31 December 2025 31 December 2024 31 December 2025 31 December 2024
£'000 £'000 £'000 £'000
Non-current liabilities
Syndicated Senior Credit Facility 521,867 534,998 521,867 534,998
Bank Loans 5,972 1,918 - -
Finance lease liabilities 7,633 8,622 - -
IFRS 16 leases 34,397 31,506 312 389
569,869 577,044 522,179 535,387
Current liabilities
Syndicated Senior Credit Facility 52,604 49,722 52,604 49,722
Bank Loans 262 4,846 - -
Finance lease liabilities 3,285 2,520 - -
IFRS 16 leases 13,006 7,700 108 131
69,157 64,788 52,712 49,853
On 22 November 2023 the Company entered into a new syndicated senior credit
facility of up to €750 million (the 'Debt Facilities') led by Santander UK
and BNPP, with the syndicate including several major UK and European banks and
a further €125 million bridge loan ('Bridge Loan'). The Debt Facilities
comprise a €600 million committed term facility, €150 million revolving
credit facility and a further €100 million uncommitted accordion.
On 20 February 2025 the Company amended and restated its existing Bridge Loan
with a new 5-year term facility up to €125 million through a US Private
Placement process.
The Debt Facilities are secured by a floating charge over the assets of
SigmaRoc and its subsidiaries as defined as obligors within the Debt
Facilities. Interest is charged at a rate between 2.00% and 3.50% above
EURIBOR ('Interest Margin'), based on the calculation of the adjusted leverage
ratio for the relevant period. For the period ending 31 December 2025, the
Interest Margin was 2.75%.
For further information on covenants, please refer to note 3.2.
The carrying amounts and fair value of the non-current borrowings are:
Consolidated
31 December 2025 31 December 2024
£'000 £'000
Syndicated Senior Credit Facility 521,867 534,998
Bank Loans 5,972 1,918
Finance lease liabilities 7,633 8,622
IFRS 16 leases 34,397 31,506
569,869 577,044
Lease Liabilities
Lease liabilities are effectively secured, as the rights to the leased asset
revert to the lessor in the event of default.
Leases which are entered into as a hire purchase agreement, or a finance lease
is shown as finance leases.
Consolidated
31 December 2025 31 December 2024
Finance lease liabilities - minimum lease payments £'000 £'000
Not later than one year 16,291 10,220
Later than one year and no later than five years 21,932 18,410
Later than five years 20,098 21,717
58,321 50,347
Future finance charges on finance lease liabilities 23,289 19,008
Present value of finance lease liabilities 81,610 69,355
For the year ended 31 December 2025, the total finance charges were £3
million (2024: £1.8 million).
The contracted and planned lease commitments were discounted using a weighted
average incremental borrowing rate of 4.8%.
The present value of finance lease liabilities is as follows:
Consolidated
31 December 2025 31 December 2024
£'000 £'000
Not later than one year 17,073 10,884
Later than one year and no later than five years 22,984 19,606
Later than five years 21,063 23,129
Present value of finance lease liabilities 61,120 53,619
Reconciliation of liabilities arising from financing activities is as follows:
Consolidated
Long-term borrowings Short-term borrowings Lease liabilities Liabilities arising from financing activities
£'000 £'000 £'000 £'000
As at 1 January 2025 536,916 54,568 50,347 641,832
Increase/(decrease) through financing cash flows (21,007) (54,568) 5,624 (69,951)
Increase from refinancing 33,333 - - 33,333
Amortisation of finance arrangement fees 2,972 - - 2,972
Transfer between classes (52,354) 52,354 - -
Revaluation - - 1,021 1,021
Foreign exchange movement 27,979 512 1,329 29,820
As at 31 December 2025 527,839 52,866 58,321 639,026
Transfer between classes refers to long term borrowings moving to short term
borrowings as they are due within 12 months.
For debt maturity schedule, please refer to note 3.1(d)
Reconciliation of cash flow movement to movement in net debt:
Consolidated
31 December 2025 31 December 2024
£'000 £'000
Opening net debt (510,476) (182,462)
Net increase/(decrease) in cash and cash equivalents 35,313 75,484
Foreign exchange differences - cash and cash equivalents (7,448) 3,854
Discontinued operations - 944
Net cash flow movements in debt financing 36,618 (405,895)
Non cash movements
Debt acquired via acquisitions - (20,167)
Amortisation of finance costs (2,972) (5,864)
Foreign exchange movement (29,820) 28,391
Other non-cash movements 6,433 (4,761)
Net debt (472,352) (510,476)
25. Provisions
Consolidated
31 December 2025
Restoration Restructuring Other Total
£'000 £'000 £'000 £'000
Current liabilities
As at 1 January - 14,886 - 14,886
Reallocate between current and non-current 1,000 - 2,442 3,442
Addition/(Deduction) - (9,895) (192) (10,087)
As at 31 December 1,000 4,991 2,250 8,241
Non-current liabilities
As at 1 January 49,995 - 37,046 87,041
Reallocate between current and non-current (1,000) - (2,442) (3,442)
Addition/(Deduction) (1,792) - (1,999) (3,791)
As at 31 December 47,203 - 32,605 79,808
Consolidated
31 December 2024
Restoration Restructuring Other Total
£'000 £'000 £'000 £'000
Current liabilities
As at 1 January 3,231 1,694 3,564 8,489
Acquired on business combination - 4,189 - 4,189
Reallocate between current and non-current (3,231) - - (3,231)
Addition/(Deduction) - 9,003 (3,564) 5,439
As at 31 December - 14,886 - 14,886
Non-current liabilities
As at 1 January 4,724 - - 4,724
Acquired on business combination 42,185 - 33,651 75,836
Reallocate between current and non-current 3,231 - - 3,231
Addition/(Deduction) (145) - 3,395 3,250
As at 31 December 49,995 - 37,046 87,041
The restoration provision total is made up of £592,000 for the St John's and
Les Vardes sites; £87,000 for the Aberdo site; £172,000 for quarries in
Wales; £7.2 million for the Nordkalk sites; £109,000 for the Johnston
sites; £37.5 million for the German sites; £98,000 for the Czechia sites;
£2.2 million for Buxton; and £252,000 for La Belonga which are all based on
the removal costs of the plant and machinery at the sites and restoration of
the land.
Of the remaining amount, £1.4 million is for other restructuring costs in the
Nordkalk entities, £1.2 million is the provision for early retirement in
Belgium, where salaried workers can qualify for early retirement based on age,
£32.6 million is the pension and provision for early retirement in Germany
and £4.6 million is the remaining provision for redundancies and other
payroll provisions in Germany. The provision for pension and early retirement
consists of the estimated amount that will be paid by the employer to the
"early retired workers" till the age of the full pension. Refer to Note 26 for
more information.
The future reclamation cost value is discounted by 4.8% (2024 6%).
26. Retirement benefit schemes
The Group sponsors various post-employment benefit plans. These include both
defined contribution and defined benefit plans as defined by IAS 19 Employee
Benefits.
Defined contribution plans
For defined contribution plans outside Belgium, the Group pays contributions
to publicly or privately administered pension funds or insurance contracts.
Once the contributions have been paid, the Group has no further payment
obligation. The contributions are expensed in the year in which they are due.
For the year ended, contributions paid into defined contribution plans
amounted to £351,011.
Defined benefit plans
The Group has group insurance plans for some of its Belgian, German, Swedish
and Polish employees funded through defined payments to insurance companies.
The Belgian pension plans are by law subject to minimum guaranteed rates of
return. In the past the minimum guaranteed rates were 3.25% on employer
contributions and 3.75% on employee contributions. A law of December 2015
(enforced on 1 January 2016) modifies the minimum guaranteed rates of return
applicable to the Group's Belgian pension plans. For insured plans, the rates
of 3.25% on employer contributions and 3.75% on employee contributions will
continue to apply to the contributions accumulated before 2016. For
contributions paid on or after 1 January 2016, a variable minimum guaranteed
rate of return with a floor of 1.75% applies. The Group obtained actuarial
calculations for the periods reported based on the projected unit credit
method.
The Swedish plan provides an old-age pension cover for plan members whereas
plan members receive a lump sum payment upon retirement in the Polish plan.
Both Swedish and Polish plans are based on collective labour agreements.
The German plan is an unfunded pension plan and has three other unfunded
long-term benefit obligations (i) Fels Death In-Service Benefit Plan (ii) the
Germany Fels Jubilee Plan and (iii) Fels Deferred Compensation Plan. The
defined benefit pension schemes and deferred compensation schemes provide
benefits which are specific to each scheme and are based on different factors
including years of service, fixed pension amounts and benefits based on final
salary. Other long-term employee benefits provide benefits to all employees
based on the number of years of service or a fixed amount for death in
service.
Through its defined benefit plans, the Group is exposed to a number of risks.
A decrease in bond yields will increase the plan liabilities. Some of the
Group's pension obligations are linked to inflation and higher inflation will
lead to higher liabilities. The majority of the plans' obligations are to
provide benefits for the life of the plan member, so increases in life
expectancy will result in an increase in the plans' liabilities.
Employee benefits amount in the Statement of Financial Position 31 December 2025 31 December 2024
£'000 £'000
Assets - -
Liabilities 34,040 36,834
Net defined benefit liability at end of year 34,040 36,834
Amounts recognised in the Statement of Financial Position 31 December 2025 31 December 2024
£'000 £'000
Present value of funded defined benefit obligations 1,019 1,017
Fair value of plan assets - -
1,019 1,017
Present value of unfunded defined benefit obligation 33,021 35,817
Total 34,040 36,834
Amounts recognised in the Income Statement 31 December 2025 31 December 2024
£'000 £'000
Current service cost 673 626
Past service cost (1,948) -
Interest cost 1,210 1,292
Expected return on plan assets 126 156
Total pension expense 61 2,074
Changes in the present value of the defined benefit obligation 31 December 2025 31 December 2024
£'000 £'000
Defined benefit obligation at beginning of year 36,834 4,355
Current service cost 673 626
Past service cost (1,948) -
Interest cost 1,210 1,292
Employer contributions (369) (537)
Benefits paid (2,342) (2,184)
Remeasurements 467 97
Remeasurements in OCI (2,352) (178)
Other significant events (9) -
Acquired in business combinations - 33,651
Foreign exchange movement 1,876 (288)
Defined benefit obligation at end of year 34,040 36,834
Amounts recognised in the Statement of Changes in Equity 31 December 2025 31 December 2024
£'000 £'000
Prior year cumulative actuarial remeasurements - -
Remeasurements (2,352) (178)
Foreign exchange movement - -
Cumulative amount of actuarial gains and losses recognised in the Statement of (2,352) (178)
recognised income / (expense)
Movements in the net liability/(asset) recognised in the Statement of 31 December 2025 31 December 2024
Financial Position
£'000 £'000
Net liability in the balance sheet at beginning of year 36,834 4,355
Total expense recognised in the income statement (64) 1,918
Contributions paid by the company (369) (537)
Pension/ capital payments (2,342) (2,184)
Amount recognised in the statement of recognised (income)/expense 466 97
Remeasurements in OCI (2,352) (178)
Other significant events (9) -
Acquired in business combinations - 33,651
Foreign exchange movement 1,876 (288)
Defined benefit obligation at end of year 34,040 36,834
Principal actuarial assumptions 31 December 2025 31 December 2024
£'000 £'000
Discount rate 3.65% 3.39%
Future salary increases 1.88% 3.07%
Future inflation 1.69% 2.13%
Post-retirement benefits
The Group operates both defined benefit and defined contribution pension
plans.
Pension plans in Belgium, Poland, Sweden and Germany are of the defined
benefit type because of the minimum promised return on contributions required
by law. The liability or asset recognised in the Statement of Financial
Position in respect of defined benefit pension plans is the present value of
the defined benefit obligation at the end of the reporting period less the
fair value of plan assets. The defined benefit obligation is calculated
annually by independent actuaries using the projected unit credit method. The
present value of the defined benefit obligation is determined by discounting
the estimated future cash outflows using interest rates of high-quality
corporate bonds that are denominated in the currency in which the benefits
will be paid, and that have terms approximating to the terms of the related
obligation. The net interest cost is calculated by applying the discount rate
to the net balance of the defined benefit obligation and the fair value of
plan assets. This cost is included in employee benefit expense in the Income
Statement. Remeasurement gains and losses arising from changes in actuarial
assumptions are recognised in the period in which they occur, directly in
other comprehensive income. They are included in retained earnings in the
Statement of Changes in Equity and in the Statement of Financial Position.
For defined contribution plans, the Group pays contributions to publicly or
privately administered pension insurance plans on a mandatory, contractual or
voluntary basis. The Group has no further payment obligations once the
contributions have been paid. The contributions are recognised as employee
benefit expense when they are due.
27. Financial Instruments by Category
Consolidated 31 December 2025
Loans & receivables Total
Assets per Statement of Financial Performance £'000 £'000
Trade and other receivables (excluding prepayments) 149,623 149,623
Cash and cash equivalents 166,674 166,674
316,297 316,297
At amortised cost Total
Liabilities per Statement of Financial Performance £'000 £'000
Borrowings (excluding finance leases) 580,705 580,705
Finance lease liabilities 58,321 58,321
Trade and other payables (excluding non-financial liabilities) 480,171 480,171
1,119,196 1,119,196
Consolidated 31 December 2024
Loans & receivables Total
Assets per Statement of Financial Performance £'000 £'000
Trade and other receivables (excluding prepayments) 163,110 163,110
Cash and cash equivalents 131,356 131,356
294,466 294,466
At amortised cost Total
Liabilities per Statement of Financial Performance £'000 £'000
Borrowings (excluding finance leases) 591,485 591,485
Finance lease liabilities 50,347 50,347
Trade and other payables (excluding non-financial liabilities) 439,077 439,077
1,080,909 1,080,909
Company 31 December 2025
Loans & receivables Total
Assets per Statement of Financial Performance £'000 £'000
Trade and other receivables (excluding prepayments) 17,227 17,227
Cash and cash equivalents 46,644 46,644
63,871 63,871
At amortised cost Total
Liabilities per Statement of Financial Performance £'000 £'000
Borrowings (excluding finance leases) 574,471 574,471
Finance lease liabilities 420 420
Trade and other payables (excluding non-financial liabilities) 24,400 24,400
599,291 599,291
31 December 2024
Company
Loans & receivables Total
Assets per Statement of Financial Performance £'000 £'000
Trade and other receivables (excluding prepayments) 26,591 26,591
Cash and cash equivalents 25,363 25,363
51,954 51,954
At amortised cost Total
Liabilities per Statement of Financial Performance £'000 £'000
Borrowings (excluding finance leases) 584,719 584,719
Finance lease liabilities 521 521
Trade and other payables (excluding non-financial liabilities) 28,493 28,493
613,733 613,733
28. Share Capital and Share Premium
Number of shares Ordinary shares Share premium Total
£ £ £
Issued and fully paid
As at 1 January 2024 693,801,899 6,939 - 6,939
Issue of new shares - 4 January 2024(1) 421,052,631 4,210 191,458 195,668
As at 31 December 2024 1,114,854,530 11,149 191,458 202,607
As at 31 December 2025 1,114,854,530 11,149 191,458 202,607
(1) Includes issue costs of £4,331,994
The authorised share capital consists of 1,482,756,530 ordinary shares at a
par value of 1 pence.
During the year, the Company's Employee Benefit Trust purchased 14,895,581
ordinary shares at a total cost of £10 million, announced by the Company in
February 2025. At 31 December 2025, the Employee Benefit Trust holds
17,195,964 ordinary shares.
29. Share Options
In 2021, the Company introduced a long-term incentive plan (LTIP) for senior
management personnel. Shares are awarded in the Company and vest in 3 parts
over the third, fourth and fifth anniversary to the extent the performance
conditions are met. The first tranche vested on 31 August 2024 and the second
tranche vested on 31 August 2025.
Following approval by shareholders, the 2025 Long-Term Incentive Plan (2025
LTIP) was introduced for all employees of the Group. Employees (including
executive directors) can be awarded up to a maximum of 200% of the employee's
annual basic salary. Awards under the 2025 LTIP will vest on the third
anniversary of the grant subject to satisfaction of the performance conditions
continued employment.
Share options and warrants outstanding and exercisable at the end of the year
have the following expiry dates and exercise prices:
Options & Warrants
31 December 2025 31 December 2024
Grant date Expiry date Exercise price in £ per share # #
5 January 2017 30 December 2026 0.25 182,101 260,146
5 January 2017 30 December 2026 0.40 8,864,347 11,878,645
15 April 2019 15 April 2026 0.46 7,486,505 9,030,934
30 December 2019 30 December 2026 0.46 5,157,059 7,787,059
4 January 2024 3 January 2034 0.60 44,067,690 51,288,180
65,757,702 80,244,964
The weighted average life of the outstanding options is 5.6 years.
The Company and Group have no legal or constructive obligation to settle or
repurchase the options or warrants in cash.
The fair value of the share options and warrants was determined using the
Black Scholes valuation model. The parameters used are detailed below:
2017 Options A 2017 Options B 2019 Options C 2019 Options D
Vested on 5/1/2017 5/1/2017 15/4/2019 30/12/2019
Revalued on 15/12/2021 15/12/2021 - -
Life (years) 5 5 7 7
Share price 0.8295 0.8295 0.465 0.525
Risk free rate 0.40% 0.40% 0.31% 0.55%
Expected volatility 31.32% 31.32% 4.69% 8.19%
Expected dividend yield - - - -
Marketability discount - - - -
Total fair value £58,345 £661,604 £392,015 £685,889
2024 Options E
Vested on 4/1/2027
Revalued on -
Life (years) 10
Share price 0.6
Risk free rate 0.379%
Expected volatility 35.43%
Expected dividend yield -
Marketability discount -
Total fair value £3,611,910
The risk-free rate of return is based on zero yield government bonds for a
term consistent with the option life.
The volatility is calculated by dividing the standard deviation of the closing
share price from the prior six months by the average of the closing share
price from the prior six months.
2017 Options A and B were extended for another 5 years by the Board on 15
December 2021 and were revalued on this day.
A reconciliation of options and warrants and LTIP awards granted over the year
to 31 December 2024 is shown below:
Options and warrants
31 December 2025 31 December 2024
Weighted average exercise price Weighted average exercise price
# £ # £
Outstanding at beginning of the year 80,244,964 0.44 29,112,783 0.44
Granted - - 56,564,792 0.60
Vested - - - -
Cancelled (318,387) 0.60 (5,276,611) 0.60
Exercised (14,168,875) 0.46 (156,000) 0.46
Outstanding as at year end 65,757,702 0.54 80,244,964 0.54
Exercisable at year end 21,690,013 0.43 28,956,784 0.44
LTIP awards
31 December 2025 31 December 2024
Weighted average valuation price Weighted average valuation price
# £ # £
Outstanding at beginning of the year 25,620,000 0.69 25,620,000 0.69
Granted - - - -
Vested - - - -
Exercised (3,535,560) 0.69 - -
Outstanding as at year end 22,084,440 0.69 25,620,000 0.69
Exercisable at year end 16,029,580 - 11,153,240 -
30. Other Reserves
Consolidated
Other reserves Capital redemption reserve Revaluation reserve Capital reserve Foreign currency translation reserve Total
£'000 £'000 £'000 £'000 £'000 £'000
As at 1 January 2024 - 600 (835) 432 432 629
Other comprehensive income - - (1,229) - - (1,229)
Currency translation differences - - - - 943 943
Other adjustments - - - (373) - (373)
As at 31 December 2024 - 600 (2,064) 59 1,375 (30)
As at 1 January 2025 - 600 (2,064) 59 1,375 (30)
Other comprehensive income - - 2,284 - - 2,284
Currency translation differences - - - - 12,867 12,867
Other adjustments - (392) - 504 - 112
As at 31 December 2025 - 208 220 563 14,242 15,233
31. Non-controlling interests
Proportion of non-controlling interest
Name Country of incorporation & Place of business 31 December 2025 31 December 2024
Vápenka Vitosov s.r.o Czechia 75% -
Suomen Karbonaatti Oy Finland 51% 51%
Kalkproduktion Storugns AB Sweden 66.7% 66.7%
NKD Holding Oy Finland 51% 51%
Canteras La Belonga SA Spain 65% 65%
Granulats du Hainaut SA Belgium 75% 75%
Juuan Dolomiittikalkki Oy Finland 70% 70%
Consolidated
31 December 2025 31 December 2024
£'000 £'000
As at 1 January 28,902 14,143
Acquired in business combination - 13,833
Non-controlling interests share of profit in the period 5,183 5,380
Dividends paid (5,240) (3,053)
Foreign exchange movement 2,475 (1,553)
Other adjustments - 152
As at 31 December 31,320 28,902
31 December 2025 31 December 2024
Vapenka Vitosov Suomen Karbonaatti Other individually immaterial subsidiaries Vapenka Vitosov Suomen Karbonaatti Other individually immaterial subsidiaries
£'000 £'000 £'000 £'000 £'000 £'000
Current assets 18,783 18,884 19,137 16,808 18,235 15,070
Non-current assets 78,956 2,399 41,187 71,408 2,598 22,240
Current liabilities (8,940) (3,843) (10,013) (5,596) (3,698) (8,468)
Non-current liabilities (12,322) (7,875) (18,806) (12,258) (7,467) (5,351)
Net Assets 76,477 9,565 31,505 70,362 9,668 23,491
Net Assets Attributable to NCI 19,119 4,687 10,862 17,590 4,737 8,515
Revenue 42,320 37,417 32,454 40,111 39,489 28,141
Profit after taxation 7,159 5,394 2,123 6,665 5,761 3,914
Other comprehensive income - - - - - -
Total comprehensive income 7,159 5,394 2,123 6,665 5,761 3,914
Net operating cash flow 11,402 6,306 11,142 10,950 6,980 2,969
Net investing cash flow (3,685) (584) (13,229) (1,612) (1,085) (9,458)
Net financing cash flow (7,206) (5,979) (443) (3,167) (4,224) 9,133
Dividends paid to NCI 1,803 2,993 444 823 2,030 200
32. Earnings Per Share
The calculation of the total basic earnings per share of 7.28 pence (2024:
continuing operations 2.04 pence and discontinued operations 0.06 pence) is
calculated by dividing the profit attributable to shareholders of £79.9
million (2024: £23.3 million) by the weighted average number of ordinary
shares of 1,097,658,566 (2024: 1,111,403,279) in issue during the period. The
weighted average number of ordinary shares has reduced in the current year
from the shares held by the Company's Employee Benefit Trust. At 31 December
2025, the Employee Benefit Trust holds 17,195,964 ordinary shares.
Continuing operations diluted earnings per share of 6.75 pence (2024:
continuing operations 1.89 pence and discontinued operations 0.06 pence) is
calculated by dividing the profit attributable to shareholders of £79.9
million (2024: £23.3 million) by the weighted average number of ordinary
shares in issue during the period plus the weighted average number of share
options and warrants to subscribe for ordinary shares in the Company, which
together total 1,182,311,495 (2024: 1,196,589,592). The weighted average
number of shares is the opening balance of ordinary shares plus the weighted
average of 84,652,929 shares.
Details of share options that could potentially dilute earnings per share in
future periods are disclosed in Note 29.
33. Fair Value of Financial Assets and Liabilities Measured at Amortised
Costs
The following table shows the carrying amounts and fair values of the
financial assets and liabilities, including their levels in the fair value
hierarchy. It does not include fair value information for financial assets and
financial liabilities not measured at fair value if the carrying amount is a
reasonable approximation of fair value.
Items where the carrying amount equates to the fair value are categorised to
three levels:
· Level 1 inputs are quoted prices (unadjusted) in active markets
for identical assets or liabilities that the entity can access at the
measurement date.
· Level 2 inputs are inputs other than quoted prices included
within Level 1 that are observable for the asset or liability, either directly
or indirectly.
· Level 3 inputs are unobservable inputs for the asset or
liability.
Items which are categorised as Level 2 financial assets and liabilities are
forward exchange contracts and these are valued using the year end exchange
rate for the relevant currencies.
Carrying Amount Fair value
Fair value - Hedging instruments Fair value through P&L Fair value through OCI Financial asset at amortised cost Other financial liabilities Total Level 1 Level 2 Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Forward exchange contracts - - 127 - - 127 - 127 127
Electricity hedges - - 242 - - 242 242 242
Financials assets not measured at fair value
Trade and other receivables (excl. Derivatives) - - - 160,331 - 160,331 - - -
Cash and cash equivalents - - - 166,674 - 166,674 - - -
Financial liabilities measured at fair value
Forward exchange contracts - - 244 - - 244 - 244 244
Electricity hedges - - 350 - - 350 350 - 350
Financial liabilities not measured at fair value
Loans - - - - 580,705 580,705 - - -
Finance lease liability - - - - 58,321 58,321 - - -
Trade and other payables (excl. derivative) - - - - 480,171 480,171 - - -
34. Contingencies
The Group is not aware of any material personal injury or damage claims open
against the Group.
35. Related party transactions
Loans with Group Undertakings
Amounts receivable/(payable) as a result of loans granted to/(from) subsidiary
undertakings are as follows:
Company
31 December 2025 31 December 2024
£'000 £'000
Ronez Limited (34,425) (31,633)
SigmaGsy Limited (10,608) (9,608)
SigmaFin Limited 12,705 12,249
Topcrete Limited (1,096) (846)
Poundfield Products (Group) Limited 5,572 5,338
Foelfach Stone Limited 661 632
CCP Building Products Limited 5,912 5,656
Carrières du Hainaut SCA 31,428 24,442
GDH (Holdings) Limited 18,717 16,374
Stone Holdings SA 544 519
Nordkalk Oy Ab (32,313) 11,813
Johnston Quarry Group 10,829 11,707
Rightcast Limited (1,249) (1,190)
Retaining (UK) Limited (2,355) (1,178)
SigmaCen GmbH 343,565 367,422
Fels Werke GmbH (21,433) (51,636)
Clogrennane Lime Limited (12,799) (10,307)
SigmaLime IRE Limited 50,903 48,982
Buxton Lime Limited (14,940) 14,269
Mavecotill Investments Z.o.o 15,687 14,129
Nordkalk Wapno Sp Z.o.o (25,684) (8,488)
Baltic CO2 Management OU - 449
339,621 419,095
Loans granted to or from subsidiaries are unsecured, have interest charged at
6.5% for January to June and 4.8% for July to December and are repayable in
Pounds Sterling on demand from the Company.
Debt pushdown loans to subsidiaries are charged at the external borrowing rate
plus a facilitation margin.
All intra Group transactions are eliminated on consolidation.
Transactions with directors and directors' shareholdings
Details of transactions with directors, directors' shareholdings and
outstanding share options are provided in the Remuneration Committee Report.
36. Ultimate Controlling Party
The Directors believe there is no ultimate controlling party.
37. Events After the Reporting Date
There have been no events after the reporting date that require disclosure in
the Financial Statements.
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