REG - SigmaRoc PLC - Full Year Results
17/03/2025 07:15
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RNS Number : 8311A SigmaRoc PLC 17 March 2025
(EPIC: SRC / Market: AIM / Sector: Construction Materials)
17 March 2025
SigmaRoc plc
('SigmaRoc', the 'Company' or the 'Group')
Audited full year results for year ended 31 December 2024
2024 underlying earnings and EPS modestly ahead of consensus(8) expectations,
driven by transformational investment to create a leading European lime and
minerals platform
Notice of AGM, Analyst briefing and Investor Presentation
SigmaRoc (AIM: SRC), the AIM quoted lime and limestone group, is pleased to
announce its audited results for the year ended 31 December 2024.
Statutory results Underlying(1) results
31 December 2024 31 December 2023 YoY 31 December 2024 31 December 2023 YoY
change change
Revenue(6) £997.6m £580.3m +71.9% £997.6m £580.3m +71.9%
EBITDA(6) £180.1m £87.3m +106.3% £224.6m £116.7m +92.4%
EBITDA margin(6) 18.1% 15.0% +20.0% 22.5% 20.1% +11.9%
Profit before tax(6) £45.8m £28.3m +61.8% £117.6m £71.2m +65.2%
EPS(6) 2.10p 1.95p +7.7% 8.35p 8.12p 2.8%
Net debt(2) £509.5m £182.4m +179.3%
Covenant Leverage 2.09x 1.57x +33.1%
ROIC 11.5% 10.8% +6.5%
FCF(3) £118.6m £47.0m +152.3%
FCF Conversion(4) 52.8% 40.3% +31.0%
Proforma statutory results(5) Proforma underlying results(5)
31 December 2024 31 December 2023 YoY 31 December 2024 31 December 2023 YoY
change change
Revenue £1,042.0m £1,062.7m -1.9% £1,042.0m £1,062.7m -1.9%
EBITDA £185.1m £203.6m -9.1% £242.2m £237.9m +1.8%
EBITDA margin 17.8% 19.2% -7.3% 23.2% 22.4% +3.8%
(1) Underlying results are stated before acquisition related expenses, certain
finance costs, redundancy and reorganisation costs, impairments, amortisation
of acquisition intangibles and share option expense. Underlying results
include continuing and discontinued operations. References to an underlying
profit measure throughout this Annual Report are defined on this basis.
Non-underlying items are described further in the Chief Financial Officer's
report. These measures are not defined by UK IAS and therefore may not be
directly comparable to similar measures adopted by other companies.
2 Net debt including IFRS 16 lease liabilities.
3 Free Cash Flow takes net cash flows from operating activities and adjusts
for CapEx, net interest paid, and for the underlying result further adjusts
for net non-underlying expenses paid and working capital payments relating to
pre-acquisition accruals or purchase price adjustments.
4 Free Cash Flow Conversion is FCF relative to underlying EBITDA.
5 Proforma calculation includes Deal 2 and Deal 3, plus all acquisitions made
by SigmaRoc in 2023, and excludes companies divested and shown as discontinued
at year end for entire period on an underlying basis.
(6) These results include continued and discontinued operations. All numbers
referenced in the Chairman's Statement and CEO Report are shown on this basis.
(7) Based on 2023 proforma baseline
(8) Consensus expectations as at 31 December 2024, being the average of
forecasts for FY24 provided by analysts covering the Company, were underlying
EBITDA of £221.0m and EPS of 7.60p.
FINANCIAL HIGHLIGHTS
Strong financial performance following transformational lime and limestone
acquisitions
- Revenue(6) increased 72% to £997.6m, driven by contribution from
the lime acquisitions;
o Proforma(5) revenue down 1.9% LFL reflecting volumes, foreign exchange
effects and reduced pass throughs;
- Underlying(1) EBITDA increased 92% to £224.6m with underlying
margins improving by 240bps to 22.5% due to the increased scale of the
business and the synergy programme;
o Proforma(5) EBITDA increased 2% LFL driven by a positive operating
performance and synergies arising from the successful integration of the
acquisitions;
- Underlying EPS(1) 8.35p, 3% ahead of prior year, 10% ahead of
consensus, and an 8(th) consecutive year of growth.
- Covenant leverage reduced from 2.6x at 30 June 2024 to 2.1x at year
end following good cash generation and commencement of divestment program of
non-core assets;
- ROIC up 70bps to 11.5%, progressing in line with expectations
towards15% target;
- Strong free cash flow with a 1,250bps improvement to 52.8%;
- Post period end amendment of bridge loan agreed with €125m
five-year fixed-rate facility on preferential terms.
OPERATIONAL AND STRATEGIC
Growth
- Transformational £1billion acquisition of lime and limestone assets
from CRH plc completed in three stages, doubling the size of the Group and
driving further diversification of the business;
- German, Czechia and Irish acquisitions closed in January 2024, the
UK in March 2024, and Poland in September 2024 with integration progressing
well and expected synergies being delivered ahead of expectations.
Investment
- Group now focussed on lime and limestone, with regional
diversification and broad end market exposure - Industrial, Environment &
Food, and Residential & Infrastructure Construction;
- Syndicated senior debt facility established to create financial
leverage for long term shareholder returns;
- Construction commenced on a new aggregates and sand processing plant
in Belgium, and a new asphalt plant in SouthWales was commissioned.
Execution
- Integration of CRH's lime and limestone assets completed during the
year;
- Disposal of non-core Belgian ready-mix concrete assets completed in
December 2024, with smaller French plants expected to complete in 2025, for a
maximum total consideration of £41m (€49m). Attractive disposal multiple in
excess of 7x LTM EBITDA;
- Synergy program progressing well with £8m (€9m) delivered in 2024
and a minimum of £33m (€40m) now targeted by 2027(7).
- Restructuring and cost saving initiatives implemented in Germany,
the Nordics and Belgium, contributing to the synergy program from 2025;
- Board strengthened with the appointment of two experienced
independent non-executive directors and CFO transition complete.
ESG Highlights
- Retrospective recalculation of baseline emissions and energy data to
ensure consistency and relevance in reporting post the lime acquisitions;
- 46% reduction in GHG emissions intensity from the 2021 baseline;
- Overall 71% fossil-free electricity utilised across the Group, with
100% fossil-free electricity in Finland, Sweden, Germany, Czechia and Belgium;
- Total energy consumption and energy intensity reduced 10%
year-on-year (YoY);
- Total incident frequency rate (TIFR) and lost time incident
frequency rate (LTIFR) reduced 18% YoY and 12% respectively for employees and
contractors across our sites;
- Commitment to safety and compliance has been reinforced with over
180 site audits conducted.
Outlook
- SigmaRoc made good progress in 2024, a year characterised by the
transformative lime and limestone acquisitions from CRH;
- We remain focused on operational delivery and the ongoing synergy
program with a minimum £33m (€40m) incremental(7) EBITDA now expected;
- Regional diversification and broad end market exposure provides
stability;
- Potential for improvements across European markets driven by
reducing interest rates, a renewed political desire to stimulate growth and a
number of supportive megatrends;
- De-gearing on track with rationalisation of non-core portfolio to
continue, with €20-25m EBITDA relating to non-core assets available for
divestment;
- We remain mindful of the wider macroeconomic and geopolitical
environment, but 2025 has started positively.
Notice of Annual General Meeting
SigmaRoc is also pleased to provide notice that its Annual General Meeting
('AGM') will be held at 3:00pm on Thursday, 1 May 2025 at The Chesterfield
Mayfair, 35 Charles St, London, W1J 5EB.
Copies of the Notice of AGM, together with the Form of Proxy and Annual Report
will be posted to shareholders in due course and within our required notice
periods.
Max Vermorken, CEO, commented:
"2024 was a landmark year for SigmaRoc, a year characterised by three key
developments. First, the phased completion of the acquisition of a large
portfolio of lime and limestone companies from CRH plc. Secondly, the
significant work conducted on the identification and implementation of an
ambitious synergies programme. Thirdly, the continued management of the now
expanded Group, in challenging market conditions.
I would like to thank our colleagues for their hard work, commitment and
dedication throughout the year, delivering results ahead of expectations
again, and helping position SigmaRoc as one of Europe's leading lime and
limestone businesses.
Looking ahead, we remain confident in our ability to deliver value for all our
stakeholders, and to maintain our trajectory of growth. We have seen a
positive start to 2025. The demand for lime and limestone as critical minerals
in the ongoing shift to sustainable industry is set to grow, and SigmaRoc is
well-positioned to capitalise on this trend. Together, we are building a
stronger, more sustainable future for all."
END
The full text of the statement is set out below, together with detailed
financial results, and will be available on the Company's website at
www.sigmaroc.com.
Analyst Briefing
SigmaRoc will host a hybrid presentation for analysts on Monday, 17 March 2025
at 8.00 GMT. For more details and to register to attend please
contact Sigmaroc@teneo.com (mailto:Sigmaroc@teneo.com) .
Private Investor Presentation
SigmaRoc is pleased to announce that its Chairman, David Barrett, its Chief
Executive Officer, Max Vermorken, and its Chief Financial Officer, Jan Van
Beek, will provide a live presentation to private investors reviewing the FY24
Results and prospects via Investor Meet Company on Monday, 17 March 2025 at
15.00 GMT.
The presentation is open to all existing and potential shareholders. Questions
can be submitted before the event and at any time during the live
presentation. Investors can sign up to Investor Meet Company for free and add
to meet SigmaRoc via:
https://www.investormeetcompany.com/sigmaroc-plc/register-investor
Investors who already follow SigmaRoc on the Investor Meet Company platform
will automatically be invited.
---------------------------------------------------------------------------------------------------------------------------
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
Teneo (Public Relations) Tel: +44 (0) 207 353 4200
Harry Cameron / Camilla Cunningham
CHAIRMAN'S STATEMENT
I am pleased to present SigmaRoc's Annual Report for the year ended 31
December 2024. This was a transformational year for SigmaRoc and we have
secured our position as one of Europe's leading lime and limestone businesses.
We made significant strategic acquisitions, delivered a robust financial
performance, focused on continuous safety improvement and delivered further
progress towards our sustainability objectives.
A transformational acquisition, delivering good results
Throughout the year, we focused on integrating our new acquisitions and
optimising our operations. The successful integration of CRH's lime and
limestone operations has already begun to yield synergies, contributing to our
improved EBITDA margins. Additionally, we have continued to invest in our
existing assets, enhancing operational efficiency and extending the life of
our quarries.
Our financial results for the year ended 31 December 2024 reflect the
successful execution of our growth strategy. Revenue increased by 72% to £998
million, with underlying EBITDA up 92% to £225 million. On a LFL basis
underlying EBITDA increased 2%, despite a 2% reduction in LFL revenues, due to
our operational focus on improving the business and delivering synergies. This
strong performance was driven by the successful integration of the recent
acquisitions, the resilience of our business model, and the dedication of our
management teams across all regions.
Good strategic progress
In 2024, we completed the CRH Lime Acquisitions in Germany, Czechia, Ireland,
the UK and Poland, solidifying our position as a leading European supplier of
lime and limestone products. These acquisitions have expanded our geographical
footprint and enhanced our product offerings, enabling us better to serve our
diverse customer base across broad end-markets including industrial,
construction and environmental sectors.
Lime and limestone are essential to modern industry and daily life and are key
resources in the transition to a more sustainable economy. While these
minerals are not always recognised as vital resources, they are essential to
numerous industrial processes and will only become more integral in the years
to come. Lime, in particular, stands out as the most cost-effective alkali,
enabling essential chemical reactions that support a wide range of industries.
This unique versatility and affordability make lime and limestone invaluable
to our operations and central to our vision for the future.
Governance
In July 2024, we announced the succession of our Chief Financial Officer, Jan
van Beek, to take effect from 1 January 2025, ensuring a seamless transition
and continuity in our financial leadership. Earlier in April 2024 we welcomed
two new independent non-executive members to our Board of Directors, Francesca
Medda and Peter Johnson, bringing diverse expertise to guide SigmaRoc through
its next phase of growth. During the year we updated our key committee
memberships (Audit, Remuneration and Nominations) to ensure they remained in
line with best practice. In addition, we commissioned an external Board
review, the results of which were used to ensure that the Board continues to
be best placed to govern the Group effectively. Our governance framework
continues to ensure transparency, accountability and alignment with the
interests of our stakeholders, reflecting our commitment to high standards and
ethical business practices.
Well positioned for year ahead
Looking ahead, we remain confident in our ability to navigate the evolving
market landscape. We are well positioned in attractive markets, with a
diversified portfolio, and a commitment to sustainability that positions us
well for continued growth.
I would like to express my gratitude to our employees for their unwavering
dedication and to our customers and shareholders for their continued support.
We have entered 2025 with optimism and a clear strategy to drive further
growth and value creation.
David Barrett
Executive Chairman
14 March 2025
CEO's STRATEGIC REPORT
2024 was a landmark year for SigmaRoc, a year characterised by three key
developments. First, the phased completion of the acquisition of a large
portfolio of lime and limestone companies from CRH plc. Secondly, the
significant work conducted on the identification and implementation of an
ambitious synergies programme. Thirdly, the continued management of the now
expanded Group, in challenging market conditions.
I would like to thank our colleagues for their hard work, commitment and
dedication throughout the year in helping position SigmaRoc as one of Europe's
leading lime and limestone businesses.
Strong financial performance
We are pleased to report an impressive financial year, marked by substantial
revenue growth and enhanced profitability. Revenue for the year rose by 72% to
£998 million, with underlying EBITDA increasing by 92% to £225 million,
driven primarily by contributions from the CRH Lime Acquisitions. On a LFL
basis, revenue decreased by 2%, reflecting softer volumes, forex effects and
pass throughs. Underlying LFL EBITDA increased by 2% reflecting operational
efficiencies from the synergy program and the successful integration of the
acquisitions.
Underlying profit after tax increased to £98.1 million, translating into
underlying EPS of 8.35p, representing a 3% increase YoY and an eighth
consecutive year of growth. This increase in underlying EPS is particularly
pleasing, given the structure of the CRH Lime Acquisitions, whereby equity and
debt were front-loaded in the transaction, but with phased completion of the
acquistions, and the challenging operating environment amidst elevated
interest rates.
This robust performance is a testament to the strength of our diversified
portfolio, the successful integration of the CRH Lime Acquisitions and the
operational efficiencies we have implemented across the Group.
Proforma financial history
As a result of the transformational CRH Lime Acquisitions that were completed
through the course of 2024, the Group has opted to present proforma revenue by
market and product, together with proforma revenue and EBITDA by region, and
volumes by product, in order to assist stakeholders in better understanding
the enlarged Group.
Revenue by market 2024 2023 YoY change
Industrial £367m £395m -7.1%
Environmental £205m £207m -1.0%
Construction £470m £461m +2.0%
£1,042m £1,063m -2.0%
Revenue by product 2024 2023 YoY change
High-grade minerals £763m £774m -1.4%
Construction aggregates £115m £117m -1.7%
Value-added products £164m £172m -4.7%
£1,042m £1,063m -2.0%
Sales volume by product (tonnes) 2024 2023 YoY change
High-grade minerals 6.8mt 6.7mt +1.5%
Construction aggregates 16.5mt 17.2mt -4.1%
Value-added products 1.0mt 1.2mt -16.7%
24.3mt 25.1mt -3.2%
Regional proforma financial history
UK & Ireland 2024 2023 YoY change
Revenue £254m £255m -0.4%
EBITDA(1) £58m £61m -4.9%
Western Europe 2024 2023 YoY change
Revenue £63m £69m -8.7%
EBITDA(1) £15m £19m -21.1%
Central Europe 2024 2023 YoY change
Revenue £461m £473m -2.5%
EBITDA(1) £130m £120m +8.3%
Nordics 2024 2023 YoY change
Revenue £264m £266m -0.8%
EBITDA(1) £53m £50m +6.0%
2024 2023 YoY change
Total Revenue £1,042m £1,063m -2.0%
Total EBITDA(1) £242m £238m +1.8%
(1) EBITDA is stated after £14m (FY24) and £12m (FY23) corporate costs
Key takeaways from the above information are as follows:
· The Group is now broadly spread across three key end markets -
industrial, environmental and construction, with no end market over 50% of the
Group;
· Regional performance was generally stable although there was some
softness in Western Europe due to a disproportionate focus on construction;
· High-grade minerals now represent over 70% of sales. Typically,
the end markets for high-grade minerals are characterised by large customers
with exacting quality and chemical consistency expectations, a requirement for
surety of supply, and long-term contractual arrangements;
· The broad base of end markets and demanding attributes placed by
our key customers on their suppliers demonstrates the importance SigmaRoc has
in the supply chains for supporting the UK and Europe's vital industrial
requirements.
Clear strategic progress, synergy programme on-track
This year, we successfully completed the CRH Lime Acquisitions, expanding our
lime footprint in Europe and establishing our position as a leading supplier
of essential mineral products. This strategic move aligns with our ambition to
scale responsibly while enhancing our competitive advantage in key markets.
With the acquisition of the lime and limestone businesses we launched an
aggressive synergies programme targeting annualised synergies of between €30
million and €60 million to be delivered by 2027. The synergies have three
principal sources; first operational and SG&A improvements, secondly plant
network optimisation initiatives and lastly topline growth initiatives. I am
pleased to report progress in all areas.
During 2024 we delivered around £8 million (€9 million) of synergies and
increased the minimum deliverable target to £29 million (€35 million), a
target we are now increasing to £33 million (€40 million). These increases
were possible due to the better than anticipated performance on both
operational and network synergies across the Group. As we progress through the
programme, we also expect to increase the pace of delivery with the aim to
complete the implementation of the base programme of £33 million (€40
million) well ahead of the 2027 end date.
In order to deliver the full programme of £50 million (€60 million),
further initiatives will need to be unlocked, including delivery of topline
benefits. Lime and limestone are critical minerals in supporting the
transition to a more sustainable economy and as the EU continues its journey
towards cleaner energy and improved infrastructure, we expect additional
demand for our products, driving further growth across the Group.
Portfolio rationalisation through disposal of non-core assets
At the end of 2024, we progressed with our divestment program of non-core
assets with the sale of our Belgian and French ready-mix concrete plants for a
maximum consideration of €49.5 million, which included a €4.5 million
earnout, in a two-part transaction.
The full consideration represented an attractive disposal multiple of over 7x
LTM EBITDA, reflecting the high quality of the businesses being sold and a
recognition of the meaningful margin expansion program implemented since our
acquisition of the assets between 2021 and 2023 at a combined 4.5x LTM EBITDA.
The first part of the consideration (€37 million) was received in December
2024 relating to the completion of the Belgian assets, with payment and
completion for the French plants to come before the end of 2025.
We expect to deliver further progress on the rationalisation of non-core
assets within the Group, with €20-25 million of remaining EBITDA related to
non-core assets still available to be divested.
Safety
Safety remains a top priority across all our sites, and we are committed to
ensuring a safe working environment for our employees and partners. We have
implemented comprehensive training programs and safety initiatives across our
operations, focusing on risk prevention, compliance and continuous
improvement.
We expanded the Group's HSE&P team, adding two new members stationed
across the UK and central Europe. This enlarged team conducted over 180 audits
across the Group's expanded footprint. A comprehensive review of the progress
we have made in relation to health & safety will be available in the ESG
section of our 2024 Annual Report.
Committed to sustainability
Our commitment to environmental stewardship has continued to guide our
approach to business. In 2024, we strengthened our efforts to minimise our
environmental footprint by continuing to adopt alternative fuels, reducing
carbon emissions and promoting sustainable practices within our operations.
Our strategic alliances for sustainable lime and limestone products exemplify
this commitment and reinforce our role in the transition to low-carbon
economies. Socially, we have continued to engage with and support the
communities where we operate, prioritising local employment, training and
community development initiatives. There is a strong value ethic that
permeates throughout the Group which will be described more fully in the About
Us section of our 2024 Annual Report.
Non-Financial and Sustainability Information Statement
The Company recognises the need to report on climate change and sustainability
under the Companies Act. The Group will fulfil its requirement to report
under the Companies Act throughout the ESG section of our 2024 Annual Report.
Driving innovation to support growth
The Group continues to innovate, with a particular focus on its kiln network.
We are using AI to optimise the efficiency of our kilns, alongside
implementing a programme to upgrade the entire network to ensure they are
compatible with biofuels. In addition to this, SkreenHouse Ventures continues
to evaluate innovative sustainable buildings products, such as reduced carbon
cement and concrete.
Post period developments
In February 2025 we agreed amended terms on a 5-year facility to replace the
bridge loan, which was due to expire in November 2025. The new facility is a
private placement with PGIM Private Capital for €125 million, in two
tranches, at a fixed rate of 4.93% with a bullet repayment in February 2030.
This is the Group's first private placement in the debt markets and represents
a significant improvement in the rate and terms of the previous bridge
facility.
Also in February 2025, CRH, which had a 15% shareholding in SigmaRoc,
announced the sale of their entire shareholding. This secondary share placing
was oversubscribed and taken up by a strong list of institutional investors,
including a number of new institutions. We are grateful to our existing
investors for their support and welcome our new investors to the Group. As
part of this placing the SigmaRoc EBT ("SigmaEBT") purchased 14,895,581
shares. Following this transaction the SigmaEBT held 29,513,668 ordinary
shares, representing approximately 2.6% of the Company's issued share capital.
Positive start to 2025, well positioned to deliver
Looking ahead, we remain confident in our ability to deliver value for our
stakeholders and to maintain our trajectory of growth. We have seen a positive
start to 2025. The demand for lime and limestone as critical minerals in the
ongoing shift to sustainable industry is set to grow, and SigmaRoc is
well-positioned to capitalise on this trend.
Reducing interest rates, a renewed political desire to support the economy and
a number of megatrends that are supportive to lime and limestone markets
should provide a useful stimulus for growth. Whilst we remain mindful of the
wider macroeconomic and geopolitical environment, our focus remains on
delivering further synergies through operational excellence, enhancing our
sustainability initiatives, and exploring strategic opportunities to expand
our presence in key markets.
In recent weeks an ambitions support package proposed by the likely German
coalition partners with respect to support for the German infrastructure,
energy and defence sectors, has materially improved the midterm outlook for
the German and European economies. How these support package will impact the
specific demand levels of our products remains to be clarified, however, if
implemented as currently presented, they would support the demand for lime and
limestone across Germany and the wider region.
In closing, I would like to thank our employees, customers and stakeholders
for their continued support and commitment to SigmaRoc's mission. Together, we
are building a stronger, more sustainable future for all.
This report was approved by the Board on 14 March 2025.
Max Vermorken
Chief Executive Officer
CHIEF FINANCIAL OFFICER'S REPORT
I am very pleased to report strong financial results for the Group delivered
in a challenging macro-economic climate. The Company successfully integrated
multiple businesses acquired during the year, and we improved profitability,
despite a challenging market environment with soft volumes in residential
construction, automotive and steel markets. This achievement is due to the
accretive nature of the acquired lime operations, preliminary delivery on the
synergies combined with strict cost control to optimise operations.
For the year ending 31 December 2024, the Group generated revenue of £997.6
million (2023: £580.3 million) and underlying EBITDA of £224.6 million
(2023: £116.7 million). Underlying profit before taxation for the Group was
£119.7 million (2023: £71.2 million).
For the year ending 31 December 2024, from continuing operations, the Group
generated revenue of £962.5 million (2023: £541.7 million) and underlying
profit before taxation for operations of the Group was £117.6 million (2023:
£65.8 million).
The Board monitors the activities and performance of the Group on a regular
basis and uses financial indicators based on budget versus actual to assess
the performance of the Group. The indicators set out below will continue to be
used by the Board to assess performance over the period to 31 December 2025.
2024 2023
£'000 £'000
Cash and cash equivalents (continuing & discontinued operations) 132,300 55,872
Revenue (continuing & discontinued operations) 997,614 580,285
Underlying EBITDA 224,662 116,688
Capital expenditure 75,017 43,046
Cash generated from operations was £117.0 million (2023: £65.4 million) with
a net increase in cash of £80.3 million (2023: £11.5 million) after spending
£548.6 million on acquisitions net of cash acquired, £66.9 million in net
capital expenditure and £344.3 million in loan amortisation repayments.
Underlying EBITDA exceeded consensus expectations and management forecasts,
while revenue and volumes were somewhat softer due to difficult residential
construction markets and dynamic pricing effects of lower input costs.
Capital expenditures relate to purchases of land and minerals, new plant and
machinery and improvements to existing infrastructure across the Group.
PPA
Ernst & Young LLP undertook the PPA exercise required under IFRS 3 to
allocate a fair value to the acquired assets of Bjorka Minerals, ST Investcija
and the CRH Lime Acquisitions.
The PPA process resulted in a reduction of goodwill recorded on the Statement
of Financial Position of the Group for Bjorka Minerals from £10.6 million to
£6.6 million, a reduction in ST Investcija from £3.6 million to £1.8
million and a reduction in the CRH Lime Acquisitions from £406.1 million to
£296 million. The reduction was to transfer the value of goodwill to tangible
assets for land and buildings, land and mineral reserves and plant and
machinery.
Non-underlying items
The Company's loss after taxation for 2024 amounts to £2.5m, of which £17
million relates to non-underlying items, while the Group's non-underlying
items totalled £69.5m for the year, of which £25.0 million, representing
approximately 36%, are non-cash and non-tax deductible. These items relate to
seven categories:
1. £16.8 million in advisor, consulting, legal fees, accounting fees,
insurance and other direct costs relating to acquisitions including taxes,
which primarily relate to the CRH Lime Acquisitions.
2. £9.5 million amortisation of acquired assets and adjustments to
acquired assets.
3. £6.8 million in share-based payments relating to grants of options.
4. £25.0 million legal and restructuring expenses relating to the
reorganisation and integration of recently acquired subsidiaries, including
costs associated with discontinuing sites and operations, transitional salary
costs, redundancies, severance and recruitment fees, and costs associated with
financial reporting and system migrations.
5. £5.9 million on amortisation of finance costs, of which £2.9 million
arising from terminating the previous debt facility from 2021 and £3.0
million from the new syndicated 5-year debt facilities established in November
2023.
6. £3.0 million on unwinding of discounts on deferred consideration
payments for Harries and CRH Deal 1.
7. £2.5 million in other exceptional costs which primarily relate to
non-cash balance sheet adjustments.
Interest and tax
Net finance costs in the year totalled £52.8 million (2023: £15.8 million)
including associated interest on bank finance facilities, as well as interest
on finance leases which totalled £1.8 million, this included IFRS 16
adjustments and hire purchase agreements.
A tax charge of £21.0 million (2023: £11.6 million) was recognised in the
year, resulting in a tax charge on profitability generated from mineral
extraction in the Channel Islands and profits generated through the Group's
UK, Irish, Belgium, German, Czechia, Polish and Nordic based operations.
Earnings per share
Basic EPS for the year was 2.10 pence (2023: 1.95 pence) and underlying basic
EPS (adjusted for the non-underlying items mentioned above) for the year
totalled 8.35 pence (2023: 8.12 pence).
Basic EPS for the continuing operations for the year was 2.04 pence (2023:
1.41 pence) and underlying basic EPS (adjusted for the non-underlying items
mentioned above) for the year totalled 8.21 pence (2023: 7.46 pence).
Statement of financial position
Net assets on 31 December 2024 were £753.7 million (2023: £514.9 million).
Net assets are underpinned by mineral resources, land and buildings and plant
and machinery assets of the Group.
Cash flow
Cash generated by operations was £117.0 million (2023: £65.4 million). The
Group spent £548.6 million on acquisitions net of cash acquired, £75.0
million on capital projects including acquisition of intangibles, raised
£195.7 million net of fees from the issue of equity, generated £38.5 million
through the disposal of non-core property, plant & equipment, and repaid
net borrowings of £344.3 million. The net result was a cash inflow for the
year of £80.3 million.
Net debt
Net debt at 31 December 2024 was £509.5 million (2023: £182.4 million).
Bank facilities
On 22 November 2023 the Company entered a new syndicated senior credit
facility of up to €750 million (the 'New Debt Facilities') led by Santander
UK and BNPP, with the syndicate including several major UK and European banks
and a further €125 million bridge loan ('Bridge Loan'). The New Debt
Facilities were partially drawn on 4 January 2024 in connection with the CRH
Lime Acquisitions, specifically CRH Deal 1, and the legacy debt facility was
repaid as part of this process.
The New Debt Facilities comprise a €600 million committed term facility,
€150 million revolving credit facility and a further €100 million
uncommitted accordion.
The Group's New Debt Facilities have a maturity date of 21 November 2028 and
are subject to a variable interest rate based on EURIBOR plus a margin
depending on underlying EBITDA.
The Group's New Debt Facilities are subject to covenants which are tested
monthly and certified quarterly. These covenants are:
· Group interest cover ratio set at a minimum of 3.5 times EBITDA
while the Bridge Loan remains outstanding and then 4.0 times thereafter; and
· A maximum adjusted leverage ratio, which is the ratio of total
net debt, including further borrowings such as deferred consideration, to
adjusted EBITDA, of 3.95x in 2024.
The Bridge Loan has a maturity date of 21 June 2025, with an option for
another 6-month extension which, if exercised, would push maturity to 21
November 2025. The Bridge Loan is subject to a variable interest rate based on
EURIBOR plus a margin as follows:
- 2% for months 0 - 6
- 3% for months 7 - 12
- 4% for months 13 - 18 (assuming exercise of the first extension
option)
- 5% for months 19 - 24 (assuming exercise of the second extension
option)
On 20 February 2025, the Company amended and restated its existing Bridge
Loan with a new 5-year term facility up to €125 million through a US Private
Placement process. The new debt facility has a security profile that mirrors
the existing syndicated senior credit facility and a bullet at maturity in
February 2030. The interest coupon is based on the 5-year EURIBOR bond yield
plus a margin which is fixed at 4.93% for the duration of the term.
As of 31 December 2024, the Group comfortably complied with its bank facility
covenants under the terms of the debt facility agreement and total undrawn
facilities available to the Group under the legacy debt facility amounted to
£115 million.
Capital allocation
We prioritise the maintenance of a strong balance sheet and deploy our
capital responsibly, allowing us to commit significant organic investment to
our business whilst continuing to pursue acquisitions to accelerate our
strategic development. This conservative approach to financial
management will enable us to continue pursuing capital growth for our
shareholders, with de-gearing a primary focus, along with returning cash to
our shareholders via share buy-backs or dividends as this becomes appropriate.
Dividends
Subject to availability of distributable reserves, dividends will be paid to
shareholders when the Directors believe it is appropriate and prudent to do
so. The Group has achieved significant capital growth since its inception and
the Directors expect to commence dividend payments once the Group's Covenant
Leverage, which is currently above 2 times, is below 1.5 times. The Directors
therefore do not recommend the payment of a dividend for the year (31 December
2023: nil).
Share buy-backs
The Company has in place permission to buy back its own shares into treasury.
Subject to the Directors' views on the valuation of the business, and within
the remit of our conservative overall capital allocation policy, the Company
could seek to use share buy-backs to maximise shareholder value.
Post balance sheet events
Post 2024 close we have conducted a series of activities worthy of mention in
this Annual Report. Further information is set out in Note 38.
This report was approved by the Board on 14 March 2025 and signed on its
behalf.
Jan van Beek
Chief Financial Officer
DIRECTORS' REPORT
The Directors present their report, together with the audited Financial
Statements, for the year ended 31 December 2024.
Principal activities
The principal activity of the Company is to make investments and/or acquire
businesses and assets in the lime and minerals sectors. The principal activity
of the Group is the production of lime and minerals products.
Board composition and head office
The Board comprised of three Executive Directors and six Non-Executive
Directors at year end. The Corporate Head Office of the Company is in London,
UK.
Risk management
The Board is responsible for the Group's risk management and continues to
develop policies and procedures that reflect the nature and scale of the
Group's business.
Details of the Group's financial risk management policies are set out in Note
3 to the Financial Statements.
Results and dividends
For the year to 31 December 2024, the Group's underlying profit before tax was
£117.6 million (2023: £65.8 million) while total profit before tax was
£44.5 million (2023: £23.2 million) and underlying profit after tax was
£98.1 million (2023: £58.8 million) while total profit after tax was £28.6
million (2023: £16.7 million). Recognising the Group's strategy and current
position on its journey, the Directors are not proposing to adopt a dividend
policy yet, however, this will be reviewed once the Group's Covenant Leverage
is below 1.5x.
Stated capital
Details of the Company's shares in issue are set out in Note 28 to the
Financial Statements.
Directors
The following Directors served during the year:
Director Position
David Barrett Chairman
Max Vermorken Chief Executive Officer
Garth Palmer Chief Financial Officer (Resigned December 2024)
Tim Hall Independent Non-Executive Director
Simon Chisholm Independent Non-Executive Director
Jacques Emsens Independent Non-Executive Director
Axelle Henry Independent Non-Executive Director
Peter Johnson Independent Non-Executive Director (Joined April 2024)
Francesca Medda Independent Non-Executive Director (Joined April 2024)
Directors & Directors' interests
The Directors who served during the year ended 31 December 2024 are shown
below and had, at that time, the following beneficial interests in the shares
of the Company:
31 December 2024 31 December 2023
Ordinary Shares Vested Options Ordinary Shares Vested Options
Max Vermorken 1,037,561 15,547,869 827,034 11,807,349
David Barrett 3,940,234 7,201,494 3,434,180 5,638,674
Garth Palmer 829,666 7,245,874 671,776 3,326,014
Tim Hall 442,282 750,000 400,176 750,000
Simon Chisholm - - - -
Jacques Emsens - - - -
Axelle Henry - - - -
Peter Johnson 110,062 - - -
Francesca Medda - - - -
Further details on options can be found in Note 29 to the Financial
Statements.
Details on the remuneration of the Directors can be found in Note 10 to the
Financial Statements.
Substantial Shareholdings
The Company is aware that, as at 14 March 2025, other than the Directors, the
interests of Shareholders holding three per cent or more of the issued share
capital of the Company were as shown in the table below:
Shareholder Shares held Percentage of holdings
FMR 111,485,453 10.0%
Capital Research Global Investors 89,188,362 8.0%
Conversant Capital 65,947,368 5.9%
Invesco 49,369,862 4.4%
BGF 46,105,973 4.1%
Rettig Group 44,229,181 4.0%
Janus Henderson 44,140,337 4.0%
Slater Investments 37,630,812 3.4%
Polar Capital 33,788,173 3.0%
Inheritance tax
Shares in AIM quoted trading companies or a holding company of a trading group
may, after a 2-year holding period, qualify for Business Property Relief for
United Kingdom inheritance tax purposes, subject to the detailed conditions
for the relief. From 6 April 2026, this will be capped at £1 million and
assets over £1 million will be subject to 50% relief. However, it is
recommended shareholders get their own tax advice.
Investors should note that Business Property Relief would cease to be
available if the Company's shares were to become listed on an HMRC designated
stock exchange, for example, the Main Market of the London Stock Exchange.
Employees
By being responsible for their own businesses, that are aligned with the
overall Group's strategy, employees are fully aware of their impact and
contribution as they are inherently responsible for their own success. The
Group and each business are committed to employing the best they can, not only
in skills and competence but also in their softer skills, regardless of who
they are or where they have come from. Once engaged, each employee is nurtured
and developed locally with opportunities within each business and platform
offered openly.
Political contribution
The Group did not make any contributions to political parties during either
the current or the previous year.
Annual General Meeting
The AGM will be held at The Chesterfield Mayfair Hotel, 35 Charles Street,
London W1J 5EB on 1 May 2025 at 3:00 pm. The formal notice convening the AGM,
together with explanatory notes on the resolutions contained therein, is
included in the separate circular and will be available on the Company's
website at www.sigmaroc.com.
Viability statement
The Directors have assessed the viability of the Group over a period to
December 2029. This is the same period over which financial projections were
prepared for the Group's strategic financial plan. In making their assessment
the Directors have considered the Group's current position and the potential
impact of the principal risks and uncertainties on its business model, future
performance, solvency or liquidity. They also stress-tested their analysis by
running several credible scenarios and considered the availability of
mitigating actions. Based on this assessment, the Directors confirm that they
have a reasonable expectation that the Group will be able to continue in
operation and meet its liabilities as they fall due over the period to 31
March 2026. In making this statement, the Directors have assumed that
financing remains available and that mitigating actions are effective.
Corporate responsibility
Environmental
SigmaRoc undertakes its activities in a manner that minimises or eliminates
negative environmental impacts and maximises positive impacts of an
environmental nature.
Health and safety
SigmaRoc operates a comprehensive health and safety programme to ensure the
wellness and security of its employees. The control and eventual elimination
of all work-related hazards require a dedicated team effort involving the
active participation of all employees. A comprehensive health and safety
programme is the primary means for delivering best practices in health and
safety management. This programme is regularly updated to incorporate employee
suggestions, lessons learned from past incidents and new guidelines related to
new projects, with the aim of identifying areas for further improvement of
health and safety management. This results in continuous improvement of the
health and safety programme. Employee involvement is regarded as fundamental
in recognising and reporting unsafe conditions and avoiding events that may
result in injuries and accidents.
Internal controls
The Board recognises the importance of both financial and non-financial
controls and has reviewed the Group's control environment for any shortfalls
during the year. Since the Group was established, the Directors are satisfied
that, given the current size and activities of the Group, adequate internal
controls have been implemented. Whilst they are aware that no system can
provide absolute assurance against material misstatement or loss, considering
the current activity and proposed future development of the Group, continuing
reviews of internal controls will be undertaken to ensure that they are
adequate and effective.
Further details on corporate governance can be found in the Corporate
Governance Report.
Going concern
The Group meets its day-to-day working capital and other funding requirements
through cash and banking facilities, which were renewed in November 2023 and
further optimised in February 2025.
The Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable future and,
therefore, continue to adopt the going concern basis in preparing the Annual
Report and Financial Statements. Further details on their assumptions and
their conclusion thereon are included in the statement on going concern
included in Note 2.3 to the Financial Statements.
Directors' and officers' indemnity insurance
The Company has made qualifying third-party indemnity provisions for the
benefit of its Directors and officers. These were made during the year and
remain in force at the date of this Annual Report.
Events after the reporting period
Events after the reporting period are set out in Note 38 to the Financial
Statements.
Policy and practice on payment of creditors
The Group agrees on terms and conditions for its business transactions with
suppliers. Payment is then made in accordance with these terms, subject to the
terms and conditions being met by the supplier. As at 31 December 2024, the
Company had an average of 43 days (2023: 53 days) of purchases outstanding in
trade payables and the Group had an average of 43 days (2023: 62 days).
Future developments
Details of future developments for the Group are disclosed in the Chairman's
Statement and the CEO's Strategic Report.
Provision of information to Auditor
So far as each of the Directors is aware at the time this report is approved:
· there is no relevant audit information of which the Group's auditor
is unaware; and
· the Directors have taken all steps that they ought to have taken to
make themselves aware of any relevant audit information and to establish that
the auditor is aware of that information.
Auditor
PKF Littlejohn LLP has signified its willingness to continue in office as
auditor.
This report was approved by the Board on 14 March 2025.
Jan van Beek
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and the
Financial Statements in accordance with applicable laws and regulations,
including the AIM Rules for Companies.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors have elected to prepare the Group
and Company Financial Statements in accordance with UK-adopted International
Accounting Standards (UK-adopted IAS). Under company law the Directors must
not approve the Financial Statements unless they are satisfied that they give
a true and fair view of the state of affairs of the Group and Company, and of
the profit or loss of the Group for that period. In preparing these Financial
Statements, the Directors are required to:
· select suitable accounting policies and then apply them
consistently;
· make judgments and accounting estimates that are reasonable and
prudent;
· state whether applicable UK-adopted IAS have been followed,
subject to any material departures disclosed and explained in the financial
statements; and
· prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group will continue in
business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's and Company's transactions and
disclose with reasonable accuracy at any time the financial position of the
Group and Company and enable them to ensure that the Financial Statements
comply with the Companies Act 2006. They are also responsible for safeguarding
the assets of the Group and Company, and hence for taking reasonable steps for
the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website,
www.sigmaroc.com. Legislation in the United Kingdom governing the preparation
and dissemination of the Financial Statements may differ from legislation in
other jurisdictions.
The Company is compliant with AIM Rule 26 regarding the Company's website.
The Directors confirm that they have complied with the above requirements in
preparing the Financial Statements.
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
Year ended 31 December 2024 Restated(1) - Year ended 31 December 2023
Underlying Non-underlying(2) (Note 11) Total Underlying Non-underlying(2) (Note 11) Total
Continued operations Note £'000 £'000 £'000 £'000 £'000 £'000
Revenue (3) 7 962,506 - 962,506 541,651 - 541,651
Cost of sales 8 (720,023) (13,911) (733,934) (409,800) (8,296) (418,096)
Gross profit 242,483 (13,911) 228,572 131,851 (8,296) 123,555
Administrative expenses 8 (81,854) (63,770) (145,624) (53,474) (34,165) (87,639)
Profit from operations 160,629 (77,681) 82,948 78,377 (42,461) 35,916
Net finance (expense)/income 12 (44,233) (8,586) (52,819) (14,274) (1,528) (15,802)
Other net gains / (losses) 13 1,169 13,191 14,360 1,694 1,411 3,105
Profit/(loss) before tax 117,565 (73,076) 44,489 65,797 (42,578) 23,219
Tax expense 15 (20,990) 4,458 (16,531) (11,560) 1,149 (10,411)
Profit/(loss) from continuing operations 96,575 (68,618) 27,958 54,237 (41,429) 12,808
Discontinued operations
Profit/(loss) from discontinued operations 14 1,574 (895) 678 4,548 (638) 3,910
Profit/(loss) 98,149 (69,513) 28,636 58,785 (42,067) 16,718
Profit/(loss) attributable to:
Owners of the parent - continuing 91,195 (68,618) 22,578 51,053 (41,429) 9,624
Owners of the parent - discontinued 14 1,574 (895) 678 4,548 (638) 3,910
Non-controlling interest 31 5,380 - 5,380 3,184 - 3,184
98,149 (69,513) 28,636 58,785 (42,067) 16,718
Continuing basic earnings per share attributable to owners of the parent 32 8.21 (6.17) 2.04 7.46 (6.05) 1.41
(expressed in pence per share) (4)
Continuing diluted earnings per share attributable to owners of the parent 32 7.62 (5.73) 1.89 7.15 (5.80) 1.35
(expressed in pence per share) (4)
1. Consistent with IFRS5, the prior period Income Statement and associated
notes have been restated for the disposal of Bmix, Goijens and option to sell
Beton. The sale of BMix and Goijens completed 13 December 2024 and the sale of
Beton is expected to complete in 2025. These entities are disclosed as a
discontinued operation and Beton is classified as held for sale on the Group
Balance Sheet. The prior period balance sheet disclosures are not restated.
2. Non-underlying items represent acquisition related expenses, restructuring
costs, certain finance costs, share option expense and amortisation of
acquired intangibles. See Note 11 for more information.
3. Full year 2024 Revenue for the Group for continuing and discontinued
operations is £997,614k. Revenue has been split out for discontinued
operations under IFRS 5 requirements.
4. Underlying basic earnings per share for 2024 continuing and discontinued
operations is 8.35p and total including non-underlying is 2.10p.
Underlying Diluted earnings per share for continuing and discontinued
operations is 7.75p and total including non-underlying is 1.94p.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
Year ended 31 December 2024 Year ended 31 December 2023
Note £'000 £'000
Profit/(loss) for the year 28,636 16,718
Other comprehensive income:
Items that will or may be reclassified to profit or loss:
FX translation reserve (610) (3,223)
Cash flow hedges - effective portion of changes in fair value (1,121) (5,468)
Remeasurement of the net defined benefits liability (108) (38)
Other comprehensive income, net of tax (1,839) (8,729)
Total comprehensive income 26,797 7,989
Total comprehensive income attributable to:
Owners of the parent - continuing 22,298 1,016
Owners of the parent - discontinued 672 3,903
Non-controlling interests 3,827 3,070
Total comprehensive income for the period 26,797 7,989
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
Consolidated Company
31 December 2024 31 December 2023 31 December 2024 31 December 2023
Note £'000 £'000 £'000 £'000
Non-current assets
Property, plant and equipment 16 1,238,945 572,562 649 166
Intangible assets 17 463,500 188,048 92 -
Available for sale assets 250 250 250 250
Investments in subsidiary undertakings 18 - - 1,096,530 567,305
Investment in equity-accounted associate 19 531 605 - -
Investment in joint ventures 19 6,212 6,448 411 412
Derivative financial asset 33 9 1,369 - -
Other receivables 20 13,724 3,398 11,289 -
Deferred tax asset 15 331 38 - -
1,723,502 772,718 1,109,221 568,133
Current assets
Trade and other receivables 20 158,205 99,034 16,408 5,332
Inventories 21 127,682 84,309 - -
Cash and cash equivalents 22 131,356 55,872 25,363 7,925
Derivative financial asset 33 505 3,328 - -
417,748 242,543 41,771 13,257
Disposal group classified as held for sale 14 7,172 - - -
Total assets 2,148,422 1,015,261 1,150,992 581,390
Current liabilities
Trade and other payables 23 284,046 158,199 22,801 34,082
Derivative financial liabilities 33 1,343 3,926 - 1,253
Provisions 25 14,886 8,489 - -
Borrowings 24 64,788 37,504 49,853 29,543
Current tax payable 15 11,309 3,844 - -
376,372 211,962 72,654 64,878
Non-current liabilities
Borrowings 24 577,044 200,792 535,387 174,090
Employee benefit liabilities 1,418 1,305 - -
Deferred tax liabilities 15 196,288 72,219 - -
Derivative financial liabilities 18 1,167 - -
Provisions 25 87,041 4,724 - -
Other payables 23 155,030 8,208 5,692 5,260
1,016,839 288,415 541,079 179,350
Disposal group classified as held for sale 14 1,543 - - -
Total liabilities 1,394,754 500,377 613,733 244,228
Net assets 753,668 514,884 537,259 337,162
Equity attributable to owners of the parent
Share capital 28 11,149 6,939 11,149 6,939
Share premium 28 191,458 - 191,458 -
Share option reserve 29 18,410 11,482 18,410 11,482
Other reserves 30 (30) 629 600 600
Retained earnings 503,779 481,691 315,642 318,141
Equity attributable to owners of the parent 724,766 500,741 537,259 337,162
Non-controlling interest 31 28,902 14,143 - -
Total equity 753,668 514,884 537,259 337,162
The Company has elected to take the exemption under Section 408 of the
Companies Act 2006 from presenting the Company's Income Statement and
Statement of Comprehensive Income.
The loss for the Company for the year ended 31 December 2024 was £2.5 million
(year ended 31 December 2023: loss of £42.9 million).
The Financial Statements were approved and authorised for issue by the Board
of Directors on 14 March 2025 were signed on its behalf by:
Jan van Beek
Chief Financial Officer
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
Share Share premium Share option reserve Other reserves Retained earnings Total Non-controlling interest Total
capital
Note £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance as at 1 January 2023 6,383 400,022 7,483 10,261 33,969 458,118 11,732 469,850
Profit for the year - - - - 13,534 13,534 3,184 16,718
Currency translation differences - - - (3,109) - (3,109) (114) (3,223)
Other comprehensive income - - - (5,506) - (5,506) - (5,506)
Total comprehensive income for the period - - - (8,615) 13,534 4,919 3,070 7,989
Contributions by and distributions to owners
Acquired via acquisition - - - - - - 616 616
Issue of share capital 28 556 29,444 - - - 30,000 - 30,000
Issue costs - (782) - - - (782) - (782)
Share based payments - - 4,002 - - 4,002 - 4,002
Exercise of share options - - (3) - 3 - - -
Dividends - - - - - - (1,275) (1,275)
Other equity adjustments - (428,684) - (1,017) 434,185 4,484 - 4,484
Total contributions by and distributions to owners 556 (400,022) 3,999 (1,017) 434,188 37,704 (659) 37,045
Balance as at 31 December 2023 6,939 - 11,482 629 481,691 500,741 14,143 514,884
Balance as at 1 January 2024 6,939 - 11,482 629 481,691 500,741 14,143 514,884
Profit for the year - - - - 23,256 23,256 5,380 28,636
Currency translation differences - - - 943 - 943 (1,553) (610)
Other comprehensive income - - - (1,229) - (1,229) - (1,229)
Total comprehensive income for the period - - - (286) 23,256 22,970 3,827 26,797
Contributions by and distributions to owners
Acquired via acquisition - - - - - - 13,833 13,833
Issue of share capital 28 4,210 195,790 - - - 200,000 - 200,000
Issue costs 28 - (4,332) - - - (4,332) - (4,332)
Share based payments - - 6,942 - - 6,942 - 6,942
Exercise of share options - - (14) - 14 - - -
Dividends - - - - - - (3,053) (3,053)
Other equity adjustments 28 - - - (373) (1,182) (1,555) 152 (1,403)
Total contributions by and distributions to owners 4,210 191,458 6,928 (373) (1,168) 201,055 10,932 211,987
Balance as at 31 December 2024 11,149 191,458 18,410 (30) 503,779 724,766 28,902 753,668
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
Share Share premium Share option reserve Other reserves Retained earnings Total
capital
Note £'000 £'000 £'000 £'000 £'000 £'000
Balance as at 1 January 2023 6,383 400,022 7,483 1,362 (68,368) 346,882
Profit/(Loss) - - - - (42,940) (42,940)
Total comprehensive income for the period - - - - (42,940) (42,940)
Contributions by and distributions to owners
Issue of share capital 556 29,444 - - - 30,000
Issue costs - (782) - - - (782)
Share based payments - - 4,002 - - 4,002
Exercise of share options - - (3) - 3 -
Other equity adjustments - (428,684) - (762) 429,446 -
Total contributions by and distributions to owners 556 (400,022) 3,999 (762) 429,449 33,220
Balance as at 31 December 2023 6,939 - 11,482 600 318,141 337,162
Balance as at 1 January 2024 6,939 - 11,482 600 318,141 337,162
Profit/(Loss) - - - - (2,513) (2,513)
Total comprehensive income for the period - - - - (2,513) (2,513)
Contributions by and distributions to owners
Issue of share capital 4,210 195,790 - - - 200,000
Issue costs 28 - (4,332) - - - (4,332)
Share based payments - - 6,942 - - 6,942
Exercise of share options - - (14) - 14 -
Other equity adjustments - - - - - -
Total contributions by and distributions to owners 4,210 191,458 6,928 - 14 202,610
Balance as at 31 December 2024 11,149 191,458 18,410 600 315,642 537,259
CASH FLOW STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Consolidated Company
Year ended 31 December 2024 Year ended 31 December 2023 Year ended 31 December 2024 Year ended 31 December 2023
Note £'000 £'000 £'000 £'000
Cash flows from operating activities
Profit/(loss) from continuing operations 27,958 16,718 (2,499) (42,941)
Profit/(loss) from discontinued operations 678 - - -
Adjustments for:
Depreciation and amortisation - continuing operations 16 72,062 39,434 156 109
17
Discontinued operations 3,001
Share option expense 6,930 4,001 6,930 4,001
Fair value movement on EBT shares 13 (4,937) - (4,937) -
Gain on sale of investments 13 (8,298) - (12,110) -
Loss/(gain) on sale of PP&E (317) (3,032) - -
Net finance costs 52,819 15,865 (466) 8,703
Income tax expense 15 16,531 11,279 - -
Share of earnings from joint ventures (316) (596) - -
Non-cash items 44 (869) (9,291) (2,120)
Increase in trade and other receivables (25,827) (8,613) (11,656) (2,132)
(Increase)/decrease in inventories (10,278) (13,159) - -
Increase/(decrease) in trade and other payables 3,664 14,637 (8,087) 19,888
Decrease in provisions 8,541 934 - -
Income tax paid (25,231) (11,194) - -
Net cash inflows/(outflows) from operating activities 117,024 65,405 (41,960) (14,492)
Investing activities
Purchase of property, plant and equipment 16 (71,559) (40,190) (630) (18)
Sale of property, plant and equipment 8,117 5,890 - -
Purchase of intangible assets 17 (3,458) (2,857) (100) -
Purchase of available for sale assets - (250) - (250)
Investment in joint venture - (411) - (411)
Proceeds of sale of subsidiary 30,388 1,822 30,388 -
Acquisition of businesses (net of cash acquired) 34 (548,614) (30,169) (204,380) (6,760)
Dividends received - - 2,524 -
Financial derivative (1,346) 1,607 (1,254) 1,253
Interest received 1,842 1,271 14,610 201
Net cash used in investing activities (584,630) (63,287) (158,842) (5,985)
Financing activities
Proceeds from share issue 200,000 30,000 200,000 30,000
Cost of share issue (4,332) (782) (4,332) (782)
Proceeds from borrowings 765,604 5,064 752,013 -
Cost of borrowings (14,858) - (14,858) -
Repayment of borrowings (344,280) (32,050) (333,629) (20,055)
Loans granted (9,000) - (9,000) -
Net loans with subsidiaries - - (332,243) 26,432
Interest paid (42,194) (14,553) (40,651) (12,148)
Dividends paid to non-controlling interest (3,053) (1,275) - -
Net cash used in financing activities 547,887 (13,596) 217,300 23,447
Net increase/(decrease) in cash and cash equivalents 80,281 (11,478) 16,498 2,970
Cash and cash equivalents at beginning of period 55,872 68,623 7,925 5,055
Exchange (losses) / gains on cash (3,854) (1,273) 940 (100)
Cash held by discontinued operations 14 (943) - - -
Cash and cash equivalents at end of period 22 131,356 55,872 25,363 7,925
Major non-cash transactions
During the year ended 31 December 2024, there were share based payments of
£4.6 million.
Notes:
i. Cash Flow attributable to discontinued operations include £4.2 million
Operating cash inflow, £2.0 million investing cash outflows, £0.3 million
financing cash flows, net movement in cash & cash equivalents £2.5
million. Cash at the beginning of the period was £3.6 million. See Note 14.
NOTES TO THE FINANCIAL STATEMENTS
1. General Information
The principal activity of SigmaRoc is to make investments and/or acquire
projects in the quarried materials sector, and the principal activity of the
Group is the production of lime and limestone, high-quality aggregates and
supply of value-added industrial and construction materials. The Company's
shares are admitted to trading on AIM and it is incorporated and domiciled in
the United Kingdom.
The address of its registered office is 6 Heddon Street, London, W1B 4BT.
2. Accounting Policies
The principal accounting policies applied in the preparation of these
Financial Statements are set out below ('Accounting Policies' or 'Policies').
These Policies have been consistently applied to all the periods presented,
unless otherwise stated.
2.1. Basis of Preparing the Financial Statements
The Group and Company Financial Statements have been prepared in accordance
with UK-adopted International Accounting Standards and with the requirements
of the Companies Act 2006. The consolidated financial statements have been
prepared under the historical cost convention, as modified by the revaluation
of property, plant and equipment and intangible assets; financial assets and
financial liabilities at fair value through profit or loss; derivatives held
for hedge accounting classified as financial assets at fair value through
other comprehensive income, and defined benefit pension plans for which the
plan assets are measured at fair value.
The Financial Statements are presented in UK Pounds Sterling rounded to the
nearest thousand.
The preparation of Financial Statements in conformity with UK IASs requires
the use of certain critical accounting estimates. It also requires management
to exercise its judgement in the process of applying the Group's Accounting
Policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the Financial
Information are disclosed in Note 4.
BMix, Goijens and Beton, in accordance with IFRS 5, is disclosed separately as
a discontinued operation. The prior year income statement is restated to show
discontinued operations, whilst the comparative balance sheet and cash flow
remains unaltered.
a) Changes in Accounting Policy
i) New standards and amendments adopted by the Group
The IASB issued various amendments and revisions to UK IAS and IFRSIC
interpretations which include IAS 1 - Non-current liabilities with covenants,
IAS 7 - Statement of cash flows, IFRS 16 - Leases and IFRS 7 - Supplier
finance arrangements. The amendments and revisions were applicable for the
period ended 31 December 2024 but did not result in any material changes to
the financial statements of the Group or Company.
ii) New standards, amendments and interpretations in issue but not yet
effective or not early adopted
Standards, amendments and interpretations that are not yet effective and have
not been early adopted are as follows:
Standard Impact on initial application Effective date
IAS 21 The effects of changes in foreign exchange rates 1 January 2025
IFRS 7 Classification and measurement of Financial Instruments 1 January 2026
IFRS 9 Classification and measurement of Financial Instruments 1 January 2026
IFRS 18 Presentation of disclosures in Financial Statements 1 January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 January 2027
The Group and Company are evaluating the impact of the new and amended
standards above which are not expected to have a material impact on the Group
or Company's results or shareholders' funds.
2.2. Basis of Consolidation
a) Subsidiaries
The Consolidated Financial Statements consolidate the Financial Statements of
the Company and the accounts of all of its subsidiary undertakings for all
periods presented.
Subsidiaries are entities over which the Group has control. The Group controls
an entity when the Group is exposed to, or has rights to, variable returns
from its involvement with the entity and could affect those returns through
its power over the entity. Subsidiaries are fully consolidated from the date
on which control is transferred to the Group. On consolidation all
inter-company transactions, balances and unrealised gains and losses on
transactions between group companies are eliminated. They are deconsolidated
from the date that control ceases.
The Group applies the acquisition method of accounting to account for business
combinations. The Consideration transferred for the acquisition of a
subsidiary is the fair values of the assets transferred, the liabilities
incurred to the former owners of the acquiree, and the equity interests issued
by the Group. The consideration transferred includes the fair value of any
asset or liability resulting from a contingent consideration arrangement.
Identifiable assets acquired and liabilities and contingent liabilities
assumed in a business combination are measured initially at their fair values
at the acquisition date.
Acquisition-related costs are expensed as incurred unless they result from the
issuance of shares, in which case they are offset against the premium on those
shares within equity.
Deferred consideration is recognised at its fair value at the acquisition date
as part of the total consideration transferred for the business combination.
The fair value of deferred consideration is determined considering the
probability of payment and the time value of money. Changes in the fair value
of deferred consideration are recognised in profit or loss as they occur.
In the event of a loss of control of a subsidiary, the assets and liabilities
of the former subsidiary are derecognised from the consolidated statement of
financial position. Any investment retained in the former subsidiary is
recognised at its fair value at the date when control is lost, and any
resulting gain or loss is recognised in profit or loss.
Investments in subsidiaries are accounted for at cost less impairment.
Where considered appropriate, adjustments are made to the financial
information of subsidiaries to bring the accounting policies used into line
with those used by other members of the Group. All intercompany transactions
and balances between Group enterprises are eliminated on consolidation.
CDH, Stone, and GduH use Belgian GAAP rules to prepare and report their
financial statements. The Group reports using UK IAS standards and in order to
comply with the Group's reporting standards, management of CDH, Stone and GduH
processed several adjustments to ensure the financial information included at
a Group level complies with UK IAS. CDH, Stone and GduH will continue to
prepare their company financial statements in line with the Belgian GAAP
rules.
Nordkalk entities, Fels and Vitosov use local GAAP rules to prepare and report
their financial statements. The Group reports using UK IAS standards and in
order to comply with the Group's reporting standards, management of Nordkalk,
Fels and Vitosov processed several adjustments to ensure the financial
information included at a Group level complies with UK IAS. Nordkalk, Fels and
Vitosov will continue to prepare their company financial statements in line
with the local GAAP rules.
The Group recognises any non-controlling interest at the non-controlling
interest's proportionate share of the recognised amounts of acquiree's
identifiable net assets.
b) Associates
Associates are entities over which the Group has significant influence but not
control over the financial and operating policies. Investments in associates
are accounted for using the equity method of accounting and are initially
recognised at cost. The Group's share of its associates' post-acquisition
profits or losses is recognised in profit or loss, and its share of
post-acquisition movements in reserves is recognised in other comprehensive
income. The cumulative post-acquisition movements are adjusted against the
carrying amount of the investment.
Accounting policies of equity-accounted investees have been changed where
necessary to ensure consistency with the policies adopted by the Group.
c) Joint Arrangement
A joint arrangement is an arrangement in which two or more parties have joint
control. A joint venture is a joint arrangement in which the parties that
share joint control have rights to the net assets of the arrangement. Joint
arrangements are accounted for using the equity method of accounting and are
initially recognised at cost. The Group's share of its associates'
post-acquisition profits or losses is recognised in profit or loss.
2.3. Going Concern
The Financial Statements have been prepared on a going concern basis which the
directors consider to be appropriate for the following reasons.
The Group meets its day-to-day working capital and other funding requirements
through operating cash generation and its Debt Facilities. The Debt Facilities
comprise of a €600 million committed term facility, €150 million revolving
credit facility and a further €100 million uncommitted accordion which
matures on 21 November 2028. The Group has met all covenants on its Debt
Facilities.
The Group has prepared cash flow forecasts for a period of more than 12 months
which anticipate a continuous upward trend of profitability and cash
generation. As the Group has a strong focus on operational gearing, it can
remain flexible during economically disruptive events which can have a
negative effect on cash flow.
At 31 December 2024, the Group had cash of £131.4 million from its continuing
operations (2023: £55.9 million) and had undrawn banking facilities under the
Debt Facility of £95 million (2023: £173 million), and at the date of this
report has similar levels of liquidity which is expected to provide sufficient
funds for the Group to discharge its liabilities as and when they fall due and
ensure covenants are met.
Based on the above, the directors believe that it remains appropriate to
prepare the financial statements on a Going Concern basis.
2.4. Segment Reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision-maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Board of
Directors that makes strategic decisions.
2.5. Foreign Currencies
d) Functional and Presentation Currency
Items included in the Financial Statements are measured using the currency of
the primary economic environment in which the entity operates (the 'functional
currency'). The Financial Statements are presented in Pounds Sterling, rounded
to the nearest £000's, which is the Company's functional currency.
e) Transactions and Balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions or
valuation where such items are re-measured. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the translation at
year-end exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in the Income Statement. Foreign exchange
gains and losses that relate to borrowings and cash and cash equivalents are
presented in the Income Statement within 'finance income or costs'. An
exception to this is when the borrowings exchange differences arise on
monetary items that form part of the reporting entity's net investment in a
foreign operation, in the consolidated financial statements the exchange gain
or loss will be shown in other comprehensive income. All other foreign
exchange gains and losses are presented in the Income Statement within 'Other
net gains/(losses)'.
Translation differences on non-monetary financial assets and liabilities such
as equities held at fair value through profit or loss are recognised in profit
or loss as part of the fair value gain or loss. Translation differences on
non-monetary financial assets measured at fair value, such as equities
classified as available for sale, are included in other comprehensive income.
f) Group companies
The results and financial position of all the Group entities (none of which
has the currency of a hyperinflationary economy) that have a functional
currency different from the presentation currency are translated into the
presentation currency as follows:
· assets and liabilities for each period end date presented are
translated at the period-end closing rate;
· income and expenses for each Income Statement are translated at
average exchange rates (unless this average is not a reasonable approximation
of the cumulative effect of the rates prevailing on the transaction dates, in
which case income and expenses are translated at the dates of the
transactions); and
· all resulting exchange differences are recognised in other
comprehensive income.
Goodwill and fair value adjustments arising on the acquisition of a foreign
entity are treated as assets and liabilities of the foreign entity and
translated at the closing rate. Exchange differences arising are recognised
in other comprehensive income. On consolidation, exchange differences arising
from the translation of the net investment in foreign entities, and of
monetary items receivable from foreign subsidiaries for which settlement is
neither planned nor likely to occur in the foreseeable future, are taken to
other comprehensive income. When a foreign operation is sold, such exchange
differences are recognised in the Income Statement as part of the gain or loss
on sale.
2.6. Intangible Assets
The Group measures goodwill as the fair value of the purchase consideration
transferred including the recognised amount of any non-controlling interest in
the acquiree, less the fair value of the identifiable assets acquired and
liabilities assumed, all measured as of the acquisition date. If the total of
consideration transferred, non-controlling interest recognised and previously
held interest measured at fair value is less than the fair value of the net
assets of the subsidiary acquired, in the case of a bargain purchase, the
difference is recognised directly in the Income Statement.
As reported within the CEO's strategic report, a PPA was carried out to assess
the fair value of the assets acquired in Bjorka Minerals, ST Investcija and
the CRH Lime Acquisitions as at the completion date. As a result of this
exercise, goodwill in Bjorka Minerals decreased from £10.6 million to £6.6
million with the corresponding movement being land and minerals and land and
buildings. Goodwill in ST Investcija decreased from £3.6 million to £1.8
million with the corresponding movement being land and minerals. Goodwill in
CRH Lime Acquisitions decreased from £406.1 million to £296 million with the
corresponding movement being land and buildings, land and mineral reserves and
plant and machinery. The current accounting policies regarding the subsequent
treatment of intangible assets will apply to fair value uplift attributable to
the PPA.
Amortisation is provided on intangible assets to write off the cost less
estimated residual value of each asset over its expected useful economic life
on a straight-line basis at the following annual rates:
Goodwill 0%
Customer relations 7% - 12.5%
Intellectual property 10% - 12%
Research and Development 10% - 20%
Branding 5% - 10%
Other intangibles 10% - 20%
For the purpose of impairment testing, goodwill acquired in a business
combination is allocated to each of the entities, or group of entities, that
are expected to benefit from the synergies of the combination. Goodwill is
monitored at a Group level.
Goodwill is not amortised however impairment reviews are undertaken annually,
or more frequently if events or changes in circumstances indicate a potential
impairment. Forecast cash flows for each operating segment have been
discounted at rates of 9.90 per cent to 10.34 per cent (2023: discounted at
rates of 9.30 per cent to 12.24 per cent); which was calculated based on
market participants' cost of capital and adjusted to reflect factors specific
to each operating segment. When the carrying value of goodwill exceeds the
recoverable amount (the higher of value in use and fair value less costs), an
impairment is recognised immediately as an expense and is not subsequently
reversed.
Other intangibles consist of capitalised development costs for assets produced
that assist in the operations of the Group and earn revenue. Impairment
reviews are performed annually. Where the benefit of the intangible ceases or
has been superseded, these are written off to the Income Statement.
2.7. Property, Plant and Equipment
Property, plant and equipment is stated at cost, plus any PPA uplift, less
accumulated depreciation and any accumulated impairment losses. Subsequent
costs are included in the asset's carrying amount or recognised as a separate
asset, as appropriate, only when it is probable that future economic benefits
associated with the item will flow to the Group and the cost of the item can
be measured reliably. The carrying amount of the replaced part is
derecognised. All other repairs and maintenance are charged to the Income
Statement during the financial period in which they are incurred.
Depreciation is provided on all property, plant and equipment to write off the
cost less estimated residual value of each asset over its expected useful
economic life on a straight-line basis at the following annual rates:
Office equipment 12.5% - 50%
Land and buildings 0% - 10%
Plant and machinery 4% - 33%
Furniture and vehicles 7.5% - 33.3%
Construction in progress 0%
The assets' residual values and useful lives are reviewed, and adjusted if
appropriate, at the end of each reporting period.
An asset's carrying amount is written down immediately to its recoverable
amount if the asset's carrying amount is greater than its estimated
recoverable amount.
Gains and losses on disposal are determined by comparing the proceeds with the
carrying amount and are recognised within 'Other net gains/(losses)' in the
Income Statement.
2.8. Land, Mineral Rights and Restoration Costs
Land, quarry development costs, which include directly attributable
construction overheads and mineral rights are recorded at cost plus any PPA
uplift. Land and quarry development are depreciated and amortised,
respectively, using the units of production method, based on estimated
recoverable tonnage.
Where the Group has a legal or constructive obligation for restoration of a
site the expected costs of restoring this site is provided for on a discounted
basis. The initial cost of creating this provision is capitalised within
property, plant and equipment and depreciated over the life of the site.
The provisions are discounted to their present value at a rate which reflects
the time value of money and risks specific to the liability. Changes in
the measurement of a previously capitalised provision are accordingly added or
deducted from the value of the asset.
The depletion of mineral rights and depreciation of restoration costs are
expensed by reference to the quarry activity during the period and remaining
estimated amounts of mineral to be recovered over the expected life of the
operation.
The process of removing overburden and other mine waste materials to access
mineral deposits is referred to as stripping.
There are two types of stripping activity:
· Development stripping is the initial overburden removal during
the development phase to obtain access to a mineral deposit that will be
commercially produced.
· Production stripping relates to overburden removal during the
normal course of production activities and commences after the first saleable
minerals have been extracted from the component.
Development stripping costs are capitalised as a development stripping asset
when:
· It is probable that future economic benefits associated with the
asset will flow to the entity; and
· The costs can be measured reliably.
Production stripping can give rise to two benefits, the extraction of ore in
the current period and improved access to the ore body component in future
periods. To the extent that the benefit is the extraction of ore stripping
costs are recognised as an inventory cost. To the extent that the benefit is
improved access to future ore, stripping costs are recognised as a production
stripping asset if the following criteria are met:
· It is probable that the future economic benefit (improved access
to ore) will flow to the entity;
· The component of the ore body for which access has been improved
can be identified; and
· The costs relating to the stripping activity can be measured
reliably.
The development and production stripping assets are depreciated in accordance
with units of production based on the proven and probable reserves of the
relevant components. Stripping assets are classified as other minerals assets
in property, plant and equipment.
2.9. Financial Assets
Classification
The Group's financial assets consist of loans and receivables. The
classification depends on the purpose for which the financial assets were
acquired. Management determines the classification of its financial assets at
initial recognition.
(i) Financial Assets at Fair Value through Profit or Loss
Financial assets at fair value through profit or loss are financial assets
held for trading. A financial asset is classified in this category if
acquired principally for the purpose of selling in the short term.
Derivatives are also categorised as held for trading unless they are
designated as hedges.
Assets in this category are classified as current assets if expected to be
settled within 12 months; otherwise, they are classified as non-current.
(ii) Financial Assets at Fair Value through other comprehensive income
A financial asset is classified and subsequently measured at fair value
through other comprehensive income if it meets the SPPI criterion and is
managed in a business model in which assets are held both for sale and to
collect contractual cash flows, or if an investment in an equity instrument is
elected to be measured at fair value through other comprehensive income.
Derivatives eligible for hedge accounting are classified as financial assets
at fair value through other comprehensive income.
(iii) Loans and Receivables
Loans and receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They are
included in current assets, except for maturities greater than 12 months after
the balance sheet date. These are classified as non-current assets. The
Group's loans and receivables comprise trade and other receivables and cash
and cash equivalents at the year-end.
Recognition and Measurement
Regular purchases and sales of financial assets are recognised on the trade
date - the date on which the Group commits to purchasing or selling the
asset. Financial assets carried at fair value through profit or loss are
initially recognised at fair value, and transaction costs are expensed in the
Income Statement. Financial assets are derecognised when the rights to
receive cash flows from the assets have expired or have been transferred, and
the Group has transferred substantially all of the risks and rewards of
ownership.
Loans and receivables are subsequently carried at amortised cost using the
effective interest method.
Gains or losses arising from changes in the fair value of financial assets at
fair value through profit or loss are presented in the Income Statement within
"Other (Losses)/Gains" in the period in which they arise.
Derivative Financial Instruments
The majority of the Group's strategic hedging programme is delivered using
executory contracts to forward purchase exchange contracts or commodities for
our own use.
The Group uses financial instruments to manage financial risks associated with
the Group's underlying business activities and the financing of those
activities. The Group does not undertake any trading in financial instruments.
Derivatives are initially recognised at fair value and subsequently remeasured
in future periods at fair value. The gain or loss on remeasurement is
recognised immediately in profit or loss, unless a derivative financial
instrument is designated as a hedge of the variability in cash flows of a
recognised asset or liability. In this instance the effective part of any
gain or loss is recognised in the consolidated statement of comprehensive
income and in the revaluation reserve.
Amounts recorded in the revaluation reserve are subsequently reclassified to
the consolidated income statement when the expense for the hedged transaction
is actually recognised. To qualify for hedge accounting, the hedging
relationship must meet several conditions with respect to documentation,
probability of occurrence, hedge effectiveness and reliability of measurement.
At inception of the hedge relationship, the Group documents the economic
relationship between hedging instruments and hedged items, including whether
changes in the cash flows of the hedging instruments are expected to offset
changes in the cash flows of hedged items. The Group documents its risk
management objective and strategy for undertaking its hedge transactions.
The fair values of various derivative instruments used for hedging purposes
are disclosed in Note 33. Movements on the revaluation reserve in
shareholders' equity are shown in Note 30. The full fair value of a hedging
derivative is classified as a non-current asset or liability if the remaining
maturity of the hedged item is more than 12 months, and as a current asset or
liability if the remaining maturity of the hedged item is less than 12
months. Trading derivatives are classified as a current asset or liability.
Impairment of Financial Assets
The Group assesses at the end of each reporting period whether there is the
need to recognise loss allowances for expected credit losses on financial
assets. These are measured at amortised cost. The Group measures loss
allowances at an amount equal to lifetime expected credit losses, except for
bank balances for which credit risk has not increased significantly since
initial recognition, which are measured as 12-month expected credit loss.
The loss is measured as the difference between the asset's carrying amount and
the present value of estimated future cash flows (excluding future credit
losses that have not been incurred), discounted at the financial asset's
original effective interest rate.
If, in a subsequent period, the amount of the impairment loss decreases and
the decrease can be related objectively to an event occurring after the
impairment was recognised (such as an improvement in the debtor's credit
rating), the reversal of the previously recognised impairment loss is
recognised in the Income Statement.
2.10. Inventories
Inventories are initially recognised at cost, and subsequently at the lower of
cost and net realisable value, which is the estimated selling price in the
ordinary course of business, less applicable variable selling expenses. Cost
comprises all costs of purchase, costs of conversion and other costs incurred
in bringing the inventories to their present location and condition. In the
case of manufactured inventories and work in progress, cost includes an
appropriate share of overheads based on normal operating capacity.
Weighted average cost is used to determine the cost of ordinarily
interchangeable items.
2.11. Trade Receivables
Trade receivables are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method, less provision
for impairment. Trade receivables are amounts due from third parties in the
ordinary course of business. If collection is expected in one year or less,
they are classified as current assets. If not, they are presented as
non-current assets.
Trade receivables - factoring
The carrying amounts of the trade receivables excludes receivables which are
subject to a factoring arrangement. Under this arrangement, the Group has
transferred the relevant receivables to the factor in exchange for cash
without recourse. Therefore, it doesn't recognise the transferred assets in
their entirety in its balance sheet.
The value of factored receivables at each year end are as follows:
31 December 2024 31 December 2023
£'000 £'000
Total factoring 6,039 5,927
2.12. Cash and Cash Equivalents
Cash and cash equivalents comprise cash at bank and in hand and are subject to
an insignificant risk of changes in value.
2.13. Share Capital
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.
2.14. Reserves
Share Premium - the reserve for shares issued above the nominal value. This
also includes the cost of share issues that occurred during the year.
Retained Earnings - the retained earnings reserve includes all current and
prior periods retained profit and losses.
Share Option Reserve - represents share options awarded by the Company.
Other Reserves comprise the following:
Capital Redemption Reserve - the amount equivalent to the nominal value of
shares redeemed by the Group.
Foreign Currency Translation Reserve - represents the translation differences
arising from translating the financial statement items from functional
currency to presentational currency.
Deferred Shares - are shares that effectively do not have any rights or
entitlements.
Capital Reserve - represents cash that can be used for future expenses or to
offset any capital losses.
Revaluation Reserve - represents the changes of values in certain assets and
includes derivative instruments used for cash-flow hedging
2.15. Financial Liabilities
Financial liabilities are classified, at initial recognition, as financial
liabilities at fair value through profit or loss, loans and borrowings,
payables, or as derivatives designated as hedging instruments in an effective
hedge, as appropriate. All financial liabilities are recognised initially at
fair value and, in the case of loans and borrowings and payables, net of
directly attributable transaction costs. The Group's financial liabilities
include trade and other payables and loans.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as
described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial
liabilities held for trading and financial liabilities designated upon initial
recognition as at fair value through profit or loss. Financial liabilities are
classified as held for trading if they are incurred for the purpose of
repurchasing in the near term. This category also includes derivative
financial instruments entered into by the Group that are not designated as
hedging instruments in hedge relationships as defined by IFRS 9. Separated
embedded derivatives are also classified as held for trading unless they are
designated as effective hedging instruments. Gains or losses on liabilities
held for trading are recognised in the statement of profit or loss and other
comprehensive income.
Trade and other payables
After initial recognition, trade and other payables are subsequently measured
at amortised cost using the EIR method. Gains and losses are recognised in the
statement of profit or loss and other comprehensive income when the
liabilities are derecognised, as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on
acquisition and fees or costs that are an integral part of the EIR.
The EIR amortisation is included as finance costs in the statement of profit
or loss and other comprehensive income.
Bank and Other Borrowings
Interest-bearing bank loans and overdrafts and other loans are recognised
initially at fair value less attributable transaction costs. All borrowings
are subsequently stated at amortised cost with the difference between initial
net proceeds and redemption value recognised in the Income Statement over the
period to redemption on an effective interest basis.
Derecognition
A financial liability is derecognised when the associated obligation is
discharged or cancelled or expires. When an existing financial liability is
replaced by another from the same lender on substantially different terms, or
the terms of an existing liability are substantially modified, such an
exchange or modification is treated as the derecognition of the original
liability and the recognition of a new liability. The difference in the
respective carrying amounts is recognised in profit or loss and other
comprehensive income.
A financial liability is derecognised when the obligation under the liability
is discharged or cancelled or expires.
Financial liabilities included in trade and other payables are recognised
initially at fair value and subsequently at amortised cost.
2.16. Trade Payables
Trade payables are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers. Accounts payable
are classified as current liabilities if payment is due within one year or
less. If not, they are presented as non-current liabilities.
Trade payables are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method.
2.17. Provisions
The Group provides for the costs of restoring a site where a legal or
constructive obligation exists. The estimated future costs for known
restoration requirements are determined on a site-by-site basis and are
calculated based on the present value of estimated future costs.
The amount recognised as a provision is the best estimate of the consideration
required to settle the present obligation at the end of the reporting period,
considering the risks and uncertainties surrounding the obligation. When a
provision is measured using the cash flows estimated to settle the present
obligation, its carrying amount is the present value of those cash flows
(where the effect of the time value of money is material). The increase in
provisions due to the passage of time is included in the Consolidated Income
Statement.
2.18. Taxation
Tax is recognised in the Income Statement, except to the extent that it
relates to items recognised in other comprehensive income or directly in
equity. In this case, the tax is also recognised in other comprehensive income
or directly in equity, respectively.
Deferred tax is recognised using the liability method in respect of temporary
differences arising from differences between the carrying amount of assets and
liabilities in the consolidated financial statements and the corresponding tax
bases used in the computation of taxable profit. However, deferred tax
liabilities are not recognised if they arise from the initial recognition of
goodwill; deferred tax is not accounted for if it arises from initial
recognition of an asset or liability in a transaction other than a business
combination that at the time of the transaction affects neither accounting nor
taxable profit or loss.
In principle, deferred tax liabilities are recognised for all taxable
temporary differences and deferred tax assets (including those arising from
investments in subsidiaries), are recognised to the extent that it is probable
that taxable profits will be available against which deductible temporary
differences can be utilised.
Deferred income tax assets are recognised on deductible temporary differences
arising from investments in subsidiaries only to the extent that it is
probable the temporary difference will reverse in the future and there is
sufficient taxable profit available against which the temporary difference can
be used.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in except where the Group is able to control the
reversal of the temporary difference and it is probable that the temporary
difference will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax liabilities
and when the deferred tax assets and liabilities relate to income taxes levied
by the same taxation authority on either the same taxable entity or different
taxable entities where there is an intention to settle the balances on a net
basis.
Deferred tax is calculated at the tax rates (and laws) that have been enacted
or substantively enacted by the statement of financial position date and are
expected to apply to the period when the deferred tax asset is realised, or
the deferred tax liability is settled.
Deferred tax assets and liabilities are not discounted.
2.19. Non-underlying Items
Non-underlying items are a non-UK IAS measure, but the Group have disclosed
these separately in the financial statements, where it is necessary to do so
to provide further understanding of the financial performance of the Group.
They are items that are not expected to be recurring or do not relate to the
ongoing operations of the Group's business and non-cash items which distort
the underlying performance of the business.
2.20. Revenue Recognition
Group revenue arises from the sale of goods and contracting services. Revenue
is measured at the fair value of the consideration received or receivable and
represents amounts receivable for goods or services supplied in course of
ordinary business, stated net of discounts, returns and value added taxes. The
Group recognises revenue in accordance with IFRS 15, identifying performance
obligations within its contracts with customers, determining the transaction
price applicable to each of these performance obligations and selecting an
appropriate method for the timing of revenue recognition, reflecting the
substance of the performance obligation at either a point in time or over
time.
Sale of goods
Most of the Group's revenue is derived from the sale of physical goods to
customers. Depending on whether the goods are delivered to or collected by the
customer, the contract contains either one performance obligation which is
satisfied at the point of collection, or two performance obligations which are
satisfied simultaneously at the point of delivery. The performance obligation
of products sold are transferred according to the specific terms that have
been formally agreed with the customer, generally upon delivery when the bill
of lading is signed as evidence that they have accepted the product delivered
to them.
The transaction price for this revenue is the amount which can be invoiced to
the customer once the performance obligations are fulfilled, reduced to
reflect provisions recognised for returns, trade discounts and rebates. The
Group does not routinely offer discounts or volume rebates, but where it does
the variable element of revenue is based on the most likely amount of
consideration that the Group believes it will receive. This value excludes
items collected on behalf of third parties, such as sales and value added
taxes.
For all sales of goods, revenue is recognised at a point in time, being the
point that the goods are transferred to the customer.
Contracting services
The majority of contracting services revenue arises from contract surfacing
work, which typically comprises short-term contracts with a performance
obligation to supply and lay product. Other contracting services revenue can
contain more than one performance obligation dependent on the nature of the
contract.
The transaction price is calculated as consideration specified by the
contract, adjusted to reflect provisions recognised for returns, remedial work
arising in the normal course of business, trade discounts and rebates.
Where the contract provides for elements of variable consideration, these
values are included in the calculation of the transaction price only to the
extent that it is 'highly probable' that a significant reversal in the amount
of cumulative revenue recognised will not occur when the uncertainty
associated with the variable consideration is resolved. Where the transaction
price is allocated between multiple performance obligations on other
contracts, this typically reflects the allocation of value to each performance
obligation agreed with the end customer, unless this does not reflect the
economic substance of the transaction.
Performance obligations for contracting services are satisfied over time.
Revenue is therefore recognised over time on an output basis, being volume of
product laid for contract surfacing. As the performance obligations relating
to contracting revenues have an expected duration less than 12 months, the
Group has taken the practical expedient on the performance obligations
disclosures.
2.21. Finance Income
Interest income is recognised using the effective interest method.
2.22. Employee Benefits - Defined contribution plans
The Group maintains defined contribution plans for which the Group pays fixed
contributions to publicly or privately administered pension insurance plans on
a mandatory, contractual or voluntary basis and will have no legal or
constructive obligation to pay further amounts. The Group's contributions to
defined contribution plans are charged to the Income Statement in the period
to which the contributions relate.
2.23. Employee Benefits - Defined benefit plans
The Group's net obligation in respect of defined benefit plans is calculated
separately for each plan by estimating the amount of the future benefit that
employees have earned in the current and prior periods, discounting the amount
and deducting the fair value of any plan assets.
Defined benefit obligations are calculated annually by a qualified actuary
using the projected unit credit method. When the calculation results in a
potential asset for the Group, the recognised asset is limited to the present
value of economic benefits available in the form of any future refunds from
the plan or reductions in future contributions to the plan. To calculate the
present value of economic benefits, consideration is given to any applicable
minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial
gains and losses, the return on plan assets (excluding interest) and the
effect of the asset ceiling (if any, excluding interest), are recognised
immediately in other comprehensive income. The Group determines the net
interest expense (income) for the net defined benefit liability (asset) for
the period by applying the discount rate used to measure the defined benefit
obligation at the beginning of the annual period to the then-net defined
benefit liability (asset), taking into account any changes in the net defined
benefit liability (asset) during the period as a result of contributions and
benefit payments. Net interest expense relating to defined benefit plans are
recognised in profit or loss in net financial items.
When the benefits of a plan are changed or when a plan is curtailed, the
resulting change in benefit that relates to past service or the gain or loss
on the curtailment is recognised immediately in the profit or loss. The Group
recognises gains and losses on the settlement of a defined benefit plan when
the settlement occurs.
2.24. Share Based Payments
The Group operates a number of equity-settled, share-based schemes, under
which the entity receives services from employees or third-party suppliers as
consideration for equity instruments (options and warrants) of the Group. The
fair value of the third-party suppliers' services received in exchange for the
grant of the options is recognised as an expense in the Consolidated Income
Statement or charged to equity depending on the nature of the service
provided. The value of the employee services received is expensed in the
Income Statement and its value is determined by reference to the fair value of
the options granted:
· including any market performance conditions;
· excluding the impact of any service and non-market performance
vesting conditions (for example, profitability or sales growth targets, or
remaining an employee of the entity over a specified period); and
· including the impact of any non-vesting conditions (for example,
the requirement for employees to save).
Non-market vesting conditions are included in assumptions about the number of
options that are expected to vest. The total expense or charge is recognised
over the vesting period, which is the period over which all specified vesting
conditions are to be satisfied. At the end of each reporting period, the
entity revises its estimates of the number of options that are expected to
vest based on the non-market vesting conditions. It recognises the impact of
the revision to original estimates, if any, in the Income Statement or equity
as appropriate, with a corresponding adjustment to a separate reserve in
equity.
When the options are exercised, the Company issues new shares. The proceeds
received, net of any directly attributable transaction costs, are credited to
share capital (nominal value) and share premium when the options are
exercised.
2.25. Discontinued Operations
A discontinued operation is a component of the Group's business, the
operations and cash flows of which can be clearly distinguished from the rest
of the Group and which:
· represents a separate major line of business or geographic area
of operations;
· is part of a single co-ordinated plan to dispose of a separate
major line of business or geographic area of operations; or
· is a subsidiary acquired exclusively with a view to re-sale.
Classification as a discontinued operation occurs at the earlier of disposal
or when the operation meets the criteria to be classified as held-for-sale.
The Group operates several business units which are constantly reviewed to
ensure profitability.
On 13 December 2024, the Group sold BMix, Goijens with an option to sell
Beton. As a result, these businesses have been classed as a discontinued
operation.
2.26. Leases
The Group leases certain plant and equipment. Leases of plant and equipment
where the Group has substantially all the risks and rewards of ownership are
classified as Right-of-use assets and lease liability under IFRS 16.
Right-of-use assets are measured at cost, comprising the initial amount of the
lease liability adjusted for any lease prepayments, plus initial direct costs,
less any lease incentives received. Right-of-use assets are depreciated using
the straight-line method from the start of the lease to the earlier of the end
of the useful life of the right-of-use asset or the end of the lease term.
Each lease payment is allocated between the liability and finance charges. The
corresponding rental obligations, net of finance charges, are included in
long-term and short-term borrowings and are measured at the present value of
future lease payments, discounted at the Group's incremental borrowing rate
and adjusted for time value of money. The interest element of the finance cost
is charged to the Income Statement over the lease period to produce a constant
periodic rate of interest on the remaining balance of the liability for each
period. The lease liabilities are shown in Note 24.
The Group elects to apply the exemptions, permitted by IFRS 16, for lease
assets and liabilities regarding short-term and low-value leases. Charges
recognised in the consolidated income statement in respect of these leases are
not significant to the Group.
3. Financial Risk Management
3.1. Financial Risk Factors
The Group and Company's activities expose it to a variety of financial risks:
market risk, credit risk and liquidity risk. The Group and Company's overall
risk management programme focuses on the unpredictability of financial markets
and seeks to minimise potential adverse effects on the Group and Company's
financial performance.
Risk management is carried out by the UK based management team under policies
approved by the Board of Directors.
a) Market Risk
The Group is exposed to market risk, primarily relating to interest rate,
foreign exchange and commodity prices. The Group has not sensitised the
figures for fluctuations in interest rates, foreign exchange or commodity
prices as the Directors are of the opinion that these fluctuations would not
have a significant impact on the Financial Statements at the present time. The
Group has a strong focus on operational gearing, allowing it to be flexible
during economically disruptive events however the Directors will continue to
assess the effect of movements in market risks on the Group's financial
operations and initiate suitable risk management measures where necessary.
The Group has assessed the impact of the Interest Rate Benchmark Reform and
confirms that it is not materially affected by the transition away from
interbank offered rates (IBORs) or any other benchmark interest rate changes.
The Group's Debt Facility is designated in EURs and therefore subject to
interest based on the EURIBOR rate.
The Group will continue to monitor regulatory developments and market
practices related to benchmark interest rate transitions to ensure compliance
with any future requirements.
b) Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations, and arises from cash and cash equivalents, derivative financial
instruments and, principally, from the Group's receivables from customers.
Management monitors the exposure to credit risk on an ongoing basis and have
credit insurance at a number of the Group's subsidiaries. The Nordkalk and
Fel's entities don't hold credit insurance as they have a stable customer base
with minimal credit losses. No credit limits were exceeded during the period,
and management does not expect any losses from non-performance by these
counterparties.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit
exposure. The maximum exposure to credit risk at the reporting date was:
31 December 2024 31 December 2023
£'000 £'000
Trade and other receivables 171,929 102,432
Cash and cash equivalents 131,356 55,872
303,285 158,304
Credit risk associated with cash balances is managed and limited by
transacting with financial institutions with high-quality credit ratings.
Trade and other receivables
The Group's exposure to credit risk stems mainly from the individual
characteristics of each customer. However, management also considers the
factors that could influence the credit risk of its customer base, including
the default risk of the industry and country in which customers operate.
The Group has established a credit policy under which each new customer is
analysed individually for creditworthiness, before the Group's standard
payment and delivery terms and conditions are offered to the customer. The
Group's review includes external ratings, when available, and in some cases
bank references.
Most of the Group's customers have been trading with the Group for years, and
no major credit losses have occurred with these customers. Credit risk is
monitored by grouping customers according to their credit characteristics,
including whether they are individuals or legal entities and whether they are
wholesale, retail or end-user customers, as well as by geographic location,
industry and the existence of previous financial difficulties.
The maximum exposure to credit risk for trade and other receivables by
reportable segment, was:
31 December 2024 31 December 2023
£'000 £'000
UK & Ireland 43,619 20,350
Western Europe 19,043 23,554
Nordics 48,978 38,276
Central Europe 42,646 20,252
Corporate 17,643 -
171,929 102,432
Impairment
At the reporting date the ageing of the trade receivables that were not
impaired, were as follows.
31 December 2024 31 December 2023
£'000 £'000
Total trade receivables 135,410 85,033
Not overdue 105,795 66,536
Overdue 1 - 30 days 18,905 15,286
Overdue 31 - 60 days 6,064 1,646
Overdue 61 - 90 days 1,433 495
More than 90 days 5,321 1,573
Impairment loss recognised (2,107) (503)
Provisions for impairment of trade and other receivables are calculated on a
lifetime expected loss model in line with the simplified approach available
under IFRS 9 for Trade Receivables. The key inputs in determining the level of
provision are the historical level of bad debts experienced by the Group and
ageing of outstanding amounts. Movements during the year were as follows:
31 December 2024 31 December 2023
£'000 £'000
At 1 January 713 382
Amounts arising from business combinations 1,107 -
Charged to the Consolidated income statement during the year 102 177
Movement in provision 185 154
2,107 713
Derivatives
Subsidiary currency risks are hedged by the parent or ultimate parent acting
as counterparty in currency forward deals. External currency hedging is
performed by finance and treasury functions as appropriate. In such deals, the
counterparty is a bank or financial institution with a rating at least Baa3
from Moody's rating agency. A comparable credit rating from a reputable credit
rating agency is acceptable. Exceptions may be granted on an individual basis
in rare cases where a bank is chosen for geographical reasons but does not
fulfil the stipulated rating criteria.
Items hedged against are 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.
In respect of other monetary assets and liabilities denominated in foreign
currencies, the Group's policy is to ensure that its net exposure remains at
an acceptable level by buying or selling foreign currencies at spot rates when
necessary to address short-term imbalances.
Exposure to currency risk
Currency risk sensitivity to a +/- 10 per cent change in the exchange rate is
shown for the net currency position per currency. The summary of quantitative
data relating to the Group's exposure to currency risk as reported to the
Group management is as follows.
2024
GBP thousand USD SEK NOK PLN EUR CZK
Net exposure (430) 24,524 (3,988) 1,297 27,960 9,642
Hedged 7,693 (18,022) 2,967 1,159 - -
Net exposure 7,263 6,503 (1,021) 2,456 27,960 9,642
Sensitivity analysis (+/- 10%) 726 650 (102) 245 2,796 964
d) Liquidity Risk
The Group's continued future operations depend on the ability to raise
sufficient working capital through the issue of equity share capital or debt.
The Directors are reasonably confident that adequate funding will be
forthcoming with which to finance operations owing to the continued support
of the lenders and a history of successful capital raises. Controls over
expenditure are carefully managed.
2024 1-12 months 1-2 years 2-5 years More than 5 years
Contractual cash flows £'000 £'000 £'000 £'000
Non-derivative financial liabilities
Loans 54,568 121,588 415,328 -
Trade & other payables 285,476 160 70,622 84,248
340,044 121,748 485,950 84,248
Future forecast finance charges 1,924 1,824 4,791 10,469
341,968 123,572 490,741 94,717
Derivative financial liabilities
Forward exchange contracts used for hedging 264 - - -
Electricity hedges 1,079 - - -
1,343 - - -
The outflows disclosed in the above tables represent the contractual
discounted and undiscounted cash flows relating to derivative financial
liabilities held for risk management purposed and which are not usually closed
out before contractual maturity. The only discounted cash flows in the above
table is the deferred consideration owing on the CRH Lime Acquisitions.
The interest payments on the variable interest rate loans in the table above
reflect market forward interest rates at the reporting date and these amounts
may change in line with changes in market interest rates. The future cash
flows from derivative instruments may differ from the amount in the above
table as interest rates and exchange rates change. Except for these financial
liabilities, it is not expected that the cash flows included in the maturity
analysis could occur significantly earlier or at significantly different
amounts.
3.2. Capital Risk Management
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern, to enable the Group to continue its
construction material investment activities, and to maintain an optimal
capital structure to reduce the cost of capital.
To maintain or adjust the capital structure, the Group may adjust the issue of
shares or sell assets to reduce debts.
Under the Group's New Debt Facilities, which has a carrying amount of £584.7
million (2023: 203.6 million), the Group is subject to covenants which are
tested monthly and certified quarterly. These covenants are:
· Group interest cover ratio set at a minimum of 3.5 times EBITDA
while the Bridge Loan remains outstanding and then 4.0 times thereafter; and
· A maximum adjusted leverage ratio, which is the ratio of total
net debt, including further borrowings such as deferred consideration, to
adjusted EBITDA, of 3.95x in 2024.
As of 31 December 2024, the Group comfortably complied with its bank facility
covenants under the terms of the debt facility agreement.
There are no indications that the Group would have difficulties complying with
the covenants in the future.
The Group defines capital based on the total equity of the Company. The Group
monitors its level of cash resources available against future planned
operational activities and the Company may issue new shares in order to raise
further funds from time to time.
The gearing ratio on 31 December 2024 is as follows:
Consolidated
31 December 2024 31 December 2023
£'000 £'000
Total borrowings (Note 24) 641,832 238,296
Less: Cash and cash equivalents from continuing operations (Note 22) (131,356) (55,872)
Net debt 510,476 182,424
Total equity 754,468 514,884
Total capital 1,264,944 697,308
Gearing ratio 0.40 0.26
4. Critical Accounting Estimates
The preparation of the Financial Statements, in conformity with UK IASs,
requires management to make estimates, assumptions and judgements that affect
the reported amounts of assets, liabilities and disclosure of contingent
assets and liabilities at the date of the Financial Statements and the
reported amount of expenses during the year. Actual results may vary from the
estimates used to produce these Financial Statements.
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Significant items subject to such estimates, assumptions and judgements
include, but are not limited to:
a) Land and Mineral Reserves
The determination of fair values of land and mineral reserves are carried out
by appropriately qualified persons in accordance with the Appraisal and
Valuation standards published by the Royal Institution of Chartered Surveyors.
To determine the reserves, management will engage an independent volume and
tonnage assessment, which involves a topographic survey of the quarry
working, conducted in 3 dimensions for the date of the assessment using a
computer aided design (CAD) system and a series of theoretical
computer-generated models, taking into account geotechnical and
hydrogeological factors, as well as ensuring that there is a practical
extraction plan so that all the rock can be recovered. This produces a
removal of overburden model and removal of mineral model.
Following this, the volume of reserves is calculated and converted to tonnes
by multiplying the volume by the density of the mineral. This process is
based upon factors such as estimates of commodity prices and geological
assumptions and judgements. Additional estimates include future capital
requirements and production costs.
The PPAs included the revaluation of land and minerals based on the estimated
remaining reserves within St John's, Les Vardes, Aberdo, Carrières du
Hainaut, Harries, Nordkalk, JQG, Fels, Vapenka Vitosov and Clogrennane. These
are then valued based on the estimated remaining life of the mines and the net
present value for the price per tonnage.
b) Estimated Impairment of Goodwill
Goodwill arising on business combinations is not amortised but is reviewed for
impairment on an annual basis, or more frequently if there are indications
that the goodwill may be impaired. Goodwill is allocated to groups of cash
generating units according to the level at which management monitor that
goodwill, which is at the level of operating segments.
Where the carrying value exceeds the estimated recoverable amount (being the
greater of fair value less costs and value-in-use), an impairment loss is
recognised by writing down goodwill to its recoverable amount. When an
impairment is recognised as an expense, it is not subsequently reversed.
To assess the value-in-use, the net cash flow forecasts are extrapolated using
long-term growth rates to determine the terminal value. These net cash flow
forecasts reflect volumes, sales prices, cost of sales and administration
costs assumptions in addition to other cash flow movements. Future cash flows,
including the terminal value, are discounted to their present value using a
pre-tax discount rate takes into account the current market assessments of the
time value of money and the certain risks for which the future cash flow
estimates have not been adjusted. The future cash flow estimates exclude net
cash movement attributable to financing activities and income tax.
The impairment test process requires management to make significant judgements
and estimates regarding the valuation models, discount rates used, and future
cash flows projected to be generated by the operating segment to which
goodwill has been allocated. Further information on the impairment assessment
and key assumptions used is detailed in Note 17.
The PPA assessments provide a reduction to the goodwill for each operating
segment via the fair value assessment of the assets acquired in new entities
as at the completion date.
Goodwill has a carrying value of £446.9 million as at 31 December 2024 (31
December 2023: £169.7 million). Management has concluded that an impairment
charge was not necessary to the carrying value of goodwill for the period
ended 31 December 2024 (31 December 2023: £nil). See Note 2.6 to the
Financial Statements.
c) Restoration Provision
The Group's provision for restoration costs is an accounting estimate and has
a carrying value at 31 December 2024 of £50 million (31 December 2023: £7.9
million) and relate to the removal of the plant and equipment held at quarries
in the UK & Ireland, Central Europe and Nordics.
The cost of removal is a judgement determined by management for the removal
and disposal of the machinery at the point at which the reserves are no longer
available for business use. Management judgements are based on a site-by-site
basis on the evaluation of available information such as prior experience and
current laws and regulations. There are a number of uncertainties which may
impact management's judgements including change in governments, laws and
regulations, unknown factors and changes in technology.
The restoration provision is a commitment to restore the site to a safe and
secure environment. These provisions are reviewed annually.
d) Recognition of deferred tax assets
Uncertainty exists related to the availability of future taxable profit
against which tax losses carried forward can be used, however deferred tax
assets are recognised for unused tax losses to the extent that it is probable
that taxable profits will be available against which the losses can be
utilised. Significant management judgement is required to determine the amount
of deferred tax assets that can be recognised, based on the likely timing and
level of future taxable profits, together with future tax planning strategies.
Further information on income taxes is disclosed in Note 15.
e) Fair value of financial instruments
The fair values of financial instruments that cannot be determined based on
quoted market prices and rates are established using different valuation
techniques. The Group uses judgement to select methods and make assumptions
that are mainly based on market conditions existing at the end of the
reporting period. Factors regarding valuation techniques and their assumptions
could affect the reported fair values. Further information on fair value of
financial instruments is disclosed in Note 33.
5. Dividends
No dividend has been declared or paid by the Company during the year ended 31
December 2024 (2023: nil).
6. Segment Information
Management has determined the operating segments based on reports reviewed by
the Board of Directors that are used to make strategic decisions. During the
periods presented the Group has four geographical regions, UK & Ireland
which comprises of UK Lime, UK Stone, Irish Lime and UK Products; Western
Europe which comprises of Belgian Stone and Belgian Products; Central Europe
which comprises of German Lime, Czech Lime, Polish Lime, Polish Stone and
Development and Nordics with comprises of Nordic Lime and Nordic Stone.
Activities in the UK & Ireland, Western Europe, Central Europe and Nordics
regions relate to the production of minerals and sale of materials, products
and services.
31 December 2024
UK & Ireland Western Europe Nordics Central Europe Corporate Total
£'000 £'000 £'000 £'000 £'000 £'000
Revenue (continued operations) 232,370 62,475 264,269 403,170 222 962,506
Depreciation & Amortisation 16,561 6,625 17,945 30,699 232 72,062
Net finance (expense)/income 1,327 265 638 2,463 48,126 52,819
Underlying Profit from operations per reportable segment 42,119 8,628 39,886 84,099 (14,103) 160,629
Additions to non-current assets 180,512 (967) (34,854) 802,452 7,258 954,402
Reportable segment non-current assets 370,233 120,500 387,595 839,059 10,172 1,727,558
Reportable segment assets 457,921 152,473 506,111 985,065 46,852 2,148,422
Reportable segment liabilities 109,220 68,803 103,652 494,096 618,978 1,394,750
Segment information has been provided on continued operations for income
statement items. Discontinued operations assets and liabilities are included
in the Western Europe region. For further information on discontinued
operations, please refer to N ote 14.
31 December 2023
UK & Ireland Western Europe North Central Europe Corporate Total
£'000 £'000 £'000 £'000 £'000 £'000
Revenue 142,293 59,570 266,194 73,382 212 541,651
Depreciation & Amortisation 10,373 4,392 18,368 4,514 193 37,840
Net finance (expense)/income 374 112 125 155 15,036 15,802
Underlying Profit from operations per reportable segment 23,919 11,780 35,278 19,233 (11,833) 78,377
Additions to non-current assets 12,757 20,375 4,236 1,211 486 39,065
Reportable segment non-current assets 189,721 121,467 422,449 36,606 2,476 772,718
Reportable segment assets 235,894 157,524 546,735 62,778 12,329 1,015,261
Reportable segment liabilities 46,594 42,174 151,073 19,687 240,849 500,377
7. Revenue
Consolidated
31 December 2024 31 December 2023
Continued Operations £'000 £'000
High-grade minerals 683,417 209,651
Aggregates 115,004 138,168
Value-add products 164,085 193,832
962,506 541,651
The revenue figures above relate to continuing operations, including
discontinued operations, total revenue for 2024 was £997.6 million and 2023
was £580.3 million.
In prior years revenue was disclosed by upstream products, value added
products and value-added services and now management has concluded that
revenue is to be disclosed, high-grade minerals, aggregates and value add
products, to provide better clarity for the end user and align the way the
Group refers to revenue throughout the annual report.
High-grade minerals revenue relates to the sale of minerals to be used for
industrial purposes and includes limestone powder, quicklime, ground calcium
carbonate and aggregates. These revenues are recognised at a point in time as
the product is transferred to the customer, except for contracting and similar
services where revenue is recognised over time.
Construction minerals revenue relates to essential materials in the building
industry, comprising sand, gravel, crushed stone and recycled concrete. These
revenues are recognised in the same way as high-grade mineral revenues.
Value added products is the sale of finished goods that have undertaken a
manufacturing process within each of the subsidiaries. These revenues are
recognised in the same way as high-grade mineral revenues.
The Group contracting services revenue for the year ended 31 December 2024 was
£26.4 million (2023: £27 million). Refer to Note 2.20 for further
information on contracting services.
8. Expenses by Nature
Consolidated
31 December 2024 31 December 2023
£'000 £'000
Cost of sales
Changes in inventories of finished goods and work in progress 12,074 9,210
Raw materials & production 315,048 172,831
Distribution & selling expenses 90,571 40,724
Employees & contractors 183,987 118,951
Maintenance expense 39,274 23,870
Plant hire expense 6,632 6,466
Depreciation & amortisation expense 72,062 37,840
Other costs of sale 14,286 8,204
Total cost of sales 733,934 418,096
Administrative expenses
Operational admin expenses 102,077 48,724
Corporate admin expenses 43,547 38,915
Total administrative expenses 145,624 87,639
Corporate administrative expenses include £17 million (2023: £36.6 million)
of non-underlying expenses. Refer to Note 11 for more information.
Restructuring costs of £25 million are included throughout the cost of sales
and administrative expenses. Refer to Note 11 for more information.
During the year the Group (including its overseas subsidiaries) obtained the
following services from the Company's auditors and its associates:
Consolidated
31 December 2024 31 December 2023
£'000 £'000
Fees payable to the Company's auditor and its associates for the audit of the 484 533
Company and Consolidated Financial Statements
Fees paid or payable to the Company's auditor and its associates for reporting - 600
accountant services associated with the readmission of the Company trading on
AIM
484 1,133
9. Employee Benefits Expense
Consolidated Company
31 December 2024 31 December 2023 31 December 2024 31 December 2023
Staff costs (excluding directors) £'000 £'000 £'000 £'000
Salaries and wages 148,525 94,227 4,678 4,265
Post-employment benefits 1,726 401 128 81
Social security contributions and similar taxes 12,188 3,852 1,005 1,051
Other employment costs 10,966 7,099 - -
Share based payments 4,555 3 425 3
177,960 105,582 6,236 5,400
Consolidated Company
31 December 2024 31 December 2023 31 December 2024 31 December 2023
Average number of FTE employees by function # # # #
Management 116 68 8 7
Operations 2,527 1,655 - -
Administration 508 370 8 5
3,151 2,093 16 12
10. Directors' Remuneration
For the period ended 31 December 2024
Directors' fees Bonus Taxable benefits Pension benefits Total
£'000 £'000 £'000 £'000 £'000
Executive Directors
David Barrett 390 488 - 40 918
Garth Palmer 390 488 - 40 918
Max Vermorken 550 688 - 40 1,278
Non-executive Directors
Timothy Hall 70 - - - 70
Simon Chisholm 70 - - 7 77
Jacques Emsens 70 - - - 70
Axelle Henry 70 - - - 70
Peter Johnson ((1)) 50 - - - 50
Francesca Medda ((2)) 50 - - - 50
1,710 1,664 - 127 3,501
For the period ended 31 December 2023
Directors' fees Bonus Taxable benefits Pension benefits Total
£'000 £'000 £'000 £'000 £'000
Executive Directors
David Barrett 375 469 15 22 881
Garth Palmer 375 469 15 33 892
Max Vermorken 475 594 15 48 1,132
Non-executive Directors
Timothy Hall 50 - - - 50
Simon Chisholm 50 - - 5 55
Jacques Emsens 50 - - - 50
Axelle Henry ((1)) 50 - - - 50
1,425 1,532 45 108 3,110
(1) Appointed on 12 April 2024
The bonuses earned in the year by the Directors reflect the performance of the
business, were based on industry standard criteria taking into account
external market data, were recommended by the Remuneration Committee and
approved by the Board.
11. Non-underlying Items
Consolidated
31 December 2024 31 December 2023
£'000 £'000
Acquisition related expenses 16,832 25,907
Amortisation and remeasurement of acquired assets 9,452 6,572
Amortisation of finance costs 5,864 1,085
Restructuring expenses 24,999 3,691
Share option expense 6,942 4,001
Unwinding of discount on deferred consideration 2,942 443
Net other non-underlying expenses & gains 2,482 368
69,513 42,067
Under IFRS 3 - Business Combinations, acquisition costs have been expensed as
incurred. Additionally, the Group incurred additional costs associated with
obtaining debt financing, including advisory fees to restructure.
Acquisition related expenses include exclusivity, advisor, consulting, legal
fees, accounting fees, insurance and other direct costs relating to
acquisitions. During the year the Group finalised the acquisition of CRH's
European lime and industrial limestone assets which comprises the vast
majority of the costs incurred during the year. Deal 1 completed on 4 January
2024, Deal 2 on 26 March 2024 and Deal 3 on 2 September 2024.
Amortisation and remeasurement of acquired assets are non-cash items which
distort the underlying performance of the businesses acquired. Amortisation of
acquired assets arise from certain fair value uplifts resulting from the PPA.
Remeasurement of acquired assets arises from ensuring assets from acquisitions
are depreciated in line with Group policy. These are net of the deferred tax
liability unwind on the asset fair value uplift.
Restructuring expenses relate to the reorganisation and integration of
recently acquired subsidiaries, including costs associated with site
optimisation, transitional salary costs, redundancies, severance &
recruitment fees, and costs associated with financial reporting and system
migrations.
Share option expense is the fair value of the LTIP's issued in 2021 and share
options issued on 4 January 2024, refer to Note 29 more information.
Unwinding of discount on deferred consideration is a non-cash adjustment
relating to deferred consideration arising on acquisitions.
Amortisation of finance costs is the amortisation of borrowing costs on the
Syndicated Senior Credit Facility. These costs are amortised over a 5-year
period.
Net other non-underlying expenses and gains include other advisory fees and
other associated costs.
12. Net Finance Income/(Expense)
Consolidated
31 December 2024 31 December 2023
£'000 £'000
Net interest expense (44,370) (14,759)
Dividends 357 423
Other finance expense (5,864) (1,023)
Unwinding of discount on deferred consideration (2,942) (443)
(52,819) (15,802)
13. Other Net Gains/(Losses)
Consolidated
31 December 2024 31 December 2023
£'000 £'000
Gain/(losses) on disposal of property, plant and equipment 317 3,032
Other gain/(loss) 388 83
Gain/(loss) on call options - (306)
Gain on disposal of subsidiary (refer to Note 14) 9,804 -
Share of earnings from joint ventures 316 596
Fair value gain on EBT shares 4,937 -
Forex movement (1,402) (300)
14,360 3,105
14. Discontinued Operations
In December 2024, the Group disposed of non-core Belgian and French concrete
plants, Bmix, Goijens and with the option to sell Beton. The disposal of BMix
and Goijens completed in December with Beton due to close in 2025.
Sale of subsidiary 31 December 2024 31 December 2023
£'000 £'000
Total consideration received 30,388 -
Carrying amount of net assets sold (12,553) -
Repayment of loan (8,031) -
Gain on sale 9,804 -
Financial information relating to the discontinued operation for the period is
set out below.
Income statement 31 December 2024 31 December 2023
£'000 £'000
Revenue 35,108 38,634
Cost of sales (29,706) (31,276)
Gross profit 5,402 7,358
Administration (3,541) (2,518)
Other expenses (580) (62)
Corporations tax (603) (868)
Profit from discontinued operation 678 3,910
FX translation reserve (6) (7)
Total comprehensive income from discontinued operation 672 3,903
Basic earnings per share attributable to owners of the parent (expressed in 0.06 0.57
pence per share)
Cash movement 31 December 2024 31 December 2023
£'000 £'000
Net cash outflow from operating activities 4,191 4,596
Net cash inflow from investing activities (2,058) (15,519)
Net cash inflow from financing activities 349 6,382
Net increase / (decrease) in cash generated by the subsidiary 2,482 (4,541)
Balance Sheet 31 December 2024 31 December 2023
£'000 £'000
Non-current assets as held for sale
Property, plant and equipment 1,336 10,248
Intangible assets 2,705 2,230
Other receivables 16 16
4,057 12,494
Current Assets as held for sale
Trade and other receivables 1,804 9,755
Inventories 367 1,170
Cash and cash equivalents 944 3,594
3,115 14,519
Total assets 7,172 27,013
Non-current liabilities as held for sale
Deferred tax liability - 16
- 16
Current liabilities as held for sale
Trade and other payables 1,433 7,381
Current tax payable 110 611
1,543 7,992
Total liabilities 1,543 8,008
Net assets of the disposal group 5,629 19,005
15. Taxation
Consolidated
31 December 2024 31 December 2023
Tax recognised in Consolidated Income Statement £'000 £'000
Current tax 20,266 8,833
Deferred tax (3,735) 1,578
Total tax charge in the Income Statement 16,531 10,411
Consolidated
31 December 2024 31 December 2023
Recognised within the consolidated statement of Comprehensive Income £'000 £'000
Deferred tax - retirement benefit obligations 9 8
Deferred tax - cash flow hedges 195 1,379
Total tax recognised within the Consolidated Statement of Comprehensive Income 204 1,387
The differences between the total tax charge and the amount calculated by
applying the standard UK corporation tax of 23.52% (2022: 19%) to the profit
before tax of the Group are as follows:
Consolidated
31 December 2024 31 December 2023
£'000 £'000
Profit on ordinary activities before tax 44,489 23,219
Current tax using the UK corporation tax rate of 25% (2023: 19.00%) 11,146 5,804
Effects of:
Expenses not deductible 7,860 5,405
Income not taxable (6,179) (2,228)
Deferred tax not recognised 8,710 2,169
Adjustment to tax charge in respect of prior periods (1,392) 784
Effect of overseas tax rates (3,639) (1,238)
Changes in tax rates 25 (192)
Change to tax for discontinued operations - (93)
Tax charge 16,531 10,411
Legislation to increase the rate of corporation tax in the UK from 1 April
2023 was substantially enacted on 24 May 2021.
On 20 June 2023, Finance (No.2) Act 2023 was substantively enacted in the UK,
introducing a global minimum effective tax rate of 15%. The legislation
implements a domestic top-up tax and a multinational top-up tax, effective for
accounting periods starting on or after 31 December 2023. However, this
legislation does not apply to the Group in the financial year beginning 1
January 2024 as its consolidated revenue does not meet the legislation
requirements of being greater than €750m in two of the four preceding years.
The Group will continue to monitor the legislation in future years.
Deferred Tax Asset Tax losses Temporary timing differences Total
£'000 £'000 £'000
At 1 January 2024 14 24 38
Reclassification - - -
Charged directly to income statement - 293 293
At 31 December 2024 14 317 331
Deferred Tax Liability Tax losses Temporary timing differences Total
£'000 £'000 £'000
As at 1 January 2024 (2,194) 74,413 72,219
Disposals - (1,072) (1,072)
Acquisition of subsidiary - 143,948 143,948
Charged/(Credited) directly to income statement 1,907 (4,825) (2,918)
Amount charged/(Credited) to OCI - (195) (195)
Amount charged/(Credited) to equity - (957) (957)
Effect of movements in foreign exchange 12 (14,749) (14,737)
At 31 December 2024 (275) 196,563 196,288
Deferred tax assets and liabilities are offset to the extent that there is a
legally enforceable right to offset current tax assets against current tax
liabilities.
Deferred tax assets in relation to losses of £3.5 million (2023: £3.6
million) and other temporary differences including corporate interest
restriction of £11.7 million (2023 : £6.1 million) have not been recognised
due to uncertainty over their recoverability.
16. Property, Plant and Equipment
Consolidated
Office Equipment Land and minerals Land and buildings Plant and machinery Vehicles Right of use Construction in progress Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Cost
As at 1 January 2023 5,093 436,420 158,894 325,213 22,525 39,434 11,695 999,274
Acquired through acquisition 92 3,218 10,533 23,595 2,689 938 245 41,310
Transfer between classes/ reallocation from intangibles - 6,478 (78) 1,798 (214) (154) (1,479) 6,351
Fair value adjustment - 406 - - - 2,507 - 2,913
Additions 206 5,849 3,072 15,416 3,388 2,211 10,048 40,190
Disposals - (36) (1,987) (7,234) (531) (3,079) - (12,867)
Forex (73) (3,705) 421 (2,849) (215) 217 18 (6,186)
As at 31 December 2023 5,318 448,630 170,855 355,939 27,642 42,074 20,527 1,070,985
As at 1 January 2024 5,318 448,630 170,855 355,939 27,642 42,074 20,527 1,070,985
Discontinued operations - - (157) (908) (50) (428) - (1,543)
Acquired through acquisition - 277,034 78,724 312,057 12,511 20,527 13,496 714,349
Disposal of subsidiary (427) - (5,604) (9,396) (5,745) (787) - (21,959)
Transfer between classes/ reallocation from intangibles - (2,064) (2,199) 6,341 743 49 (5,892) (3,022)
Fair value adjustment - 126,472 24,364 (365) 340 - - 150,810
Additions 147 5,026 5,799 34,022 1,800 8,553 16,212 71,559
Disposals - (2,171) (4,991) (1,569) (732) (2,127) - (11,590)
Forex (102) (3,082) (4,351) (12,905) 153 (402) (1,277) (21,966)
As at 31 December 2024 4,936 849,845 262,440 683,216 36,662 67,459 43,066 1,947,624
Depreciation
As at 1 January 2023 4,440 79,901 81,382 239,308 17,337 22,446 - 444,814
Transfer between classes/ reallocation from intangibles 13 1,737 - 276 - 428 - 2,454
Acquired through acquisition 45 762 6,772 20,285 1,723 - - 29,587
Charge for the year 206 7,994 4,919 16,640 1,567 5,608 - 36,934
Disposals - (27) (1,718) (5,240) (217) (2,736) - (9,938)
Forex (64) (1,369) (456) (1,452) 67 (2,154) - (5,428)
As at 31 December 2023 4,640 88,998 90,899 269,817 20,477 23,592 - 498,423
As at 1 January 2024 4,640 88,998 90,899 269,817 20,477 23,592 - 498,423
Discontinued operations - - (6) (115) (39) (48) - (208)
Acquired through acquisition - 44,717 18,942 105,849 5,645 841 - 175,994
Disposal of subsidiary (206) - (1,106) (6,794) (4,398) (645) - (13,149)
Transfer between classes/ reallocation from intangibles - 1,032 (1,687) 1,455 (204) (136) - 460
Charge for the year 173 18,841 8,256 31,703 2,839 7,644 - 69,456
Disposals - - - (768) (603) (2,243) - (3,614)
Forex (129) (277) (1,961) (14,756) (1,177) (383) - (18,683)
As at 31 December 2024 4,478 153,311 113,337 386,391 22,540 28,622 - 708,679
Net book value
As at 31 December 2023 678 359,632 79,956 86,122 7,165 18,482 20,527 572,562
As at 31 December 2024 458 696,534 149,103 296,825 14,122 38,837 43,066 1,238,945
* Refer to Note 17 for further information regarding the PPA fair value
adjustment.
Right of use assets
Office Equipment Land and minerals Land and buildings Plant and machinery Vehicles Total
£'000 £'000 £'000 £'000 £'000 £'000
Cost
As at 1 January 2023 - 4,089 6,114 29,231 - 39,434
Acquired through acquisition - - 170 768 - 938
Transfer between classes - - - (154) - (154)
Fair value adjustment - - 2,507 - - 2,507
Additions - 525 12 1,662 12 2,211
Disposals - - (209) (2,870) - (3,079)
Forex - 34 1 182 - 217
As at 31 December 2023 - 4,648 8,595 28,819 12 42,074
As at 1 January 2024 - 4,648 8,595 28,819 12 42,074
Discontinued Operations - - - (428) - (428)
Acquired through acquisition 955 711 17,046 1,742 73 20,527
Transfer between classes - - - - 49 49
Disposal of subsidiary - - - (787) - (787)
Additions 270 385 413 7,485 - 8,553
Disposals (179) (28) (406) (1,514) - (2,127)
Forex (67) (187) (29) (119) - (402)
As at 31 December 2024 979 5,529 25,619 35,198 134 67,459
Depreciation
As at 1 January 2023 - 749 2,384 19,313 - 22,446
Acquired through acquisition - - 4 424 - 428
Charge for the year - 260 839 4,504 4 5,607
Disposals - (288) (146) (2,302) - (2,736)
Forex - 10 1 (2,165) - (2,154)
As at 31 December 2023 - 731 3,083 19,774 4 23,592
As at 1 January 2024 - 731 3,083 19,774 4 23,592
Discontinued Operations - - - (48) - (48)
Acquired through acquisition 544 - 162 135 - 841
Transfer between classes - - - (136) - (136)
Disposal of subsidiary - - - (645) - (645)
Charge for the year 257 184 1,949 5,234 20 7,644
Disposals (179) - (406) (1,658) - (2,243)
Forex (27) (76) (11) (269) - (383)
As at 31 December 2024 595 839 4,777 22,387 24 28,622
Net book value
As at 31 December 2023 - 3,917 5,512 9,045 8 18,482
As at 31 December 2024 384 4,690 20,842 12,811 110 38,837
Company
Office Equipment Land & Buildings Motor Vehicle Right of Use Total
£'000 £'000 £'000 £'000 £'000
Cost
As at 1 January 2023 259 - - 222 481
Additions 6 - - 12 18
Disposals - - - - -
As at 31 December 2023 265 - - 234 499
As at 1 January 2024 265 - - 234 499
Additions 15 - - 612 627
Disposals - - - - -
As at 31 December 2024 280 - - 846 1,126
Depreciation
As at 1 January 2023 100 - - 124 224
Charge for the year 50 - - 59 109
Disposals - - - - -
As at 31 December 2023 150 - - 183 333
As at 1 January 2024 150 - - 183 333
Charge for the year 52 - - 92 144
Disposals - - - - -
As at 31 December 2024 202 - - 275 477
Net book value
As at 31 December 2023 115 - - 51 166
As at 31 December 2024 78 - - 571 649
17. Intangible Assets
Consolidated
Goodwill Customer Relations Intellectual property Research & Development Branding Other Intangibles Total
£'000 £'000 £'000 £'000 £'000
Cost
As at 1 January 2023 147,739 10,725 2,027 5,938 3,611 23,652 193,692
Additions - 1,114 - 4 - 1,739 2,857
Reallocations - (77) (2,027) (122) (401) (6,490) (9,117)
Provisional additions through business combination 23,685 - - - - - 23,685
Forex (1,087) - - 132 - 1,225 270
As at 31 December 2023 170,337 11,762 - 5,952 3,210 20,126 211,387
As at 1 January 2024 170,337 11,762 - 5,952 3,210 20,126 211,387
Additions - - 100 - - 3,358 3,458
Reallocations - - - - - 2,064 2,064
Additions through business combination 401,337 - - - - 8,353 409,690
Fair value adjustments - Bjorka Minerals & ST Investicija (5,718) - - - - - (5,718)
Fair value adjustments - CRH Lime Acquisitions (114,660) (114,660)
Disposal of subsidiary (3,836) (2,085) - - - - (5,921)
Discontinued operations - - - - - (3,030) (3,030)
Forex (595) (597) - (224) - (1,518) (2,934)
As at 31 December 2024 446,865 9,080 100 5,728 3,210 29,353 494,336
Depreciation
As at 1 January 2023 - 2,424 1,726 5,454 533 14,445 24,582
Charge for the year - 1,079 - 60 159 1,215 2,513
Reallocations - - (1,726) - - (1,735) (3,461)
Forex - - - 132 - (427) (295)
As at 31 December 2023 - 3,503 - 5,646 692 13,498 23,339
As at 1 January 2024 - 3,503 - 5,646 692 13,498 23,339
Charge for the year - 1,020 2 46 160 2,074 3,302
Acquired through business combination - - - - - 5,246 5,246
Disposal of subsidiary - (449) - - - - (449)
Discontinued operations - - - - - (326) (326)
Forex - (66) - (190) - (20) (276)
As at 31 December 2024 - 4,008 2 5,502 852 20,472 30,836
Net book value
As at 31 December 2023 170,337 8,259 - 306 2,518 6,628 188,048
As at 31 December 2024 446,865 5,072 98 226 2,358 8,881 463,500
An adjustment has been made to reflect the initial accounting for the CRH Lime
Acquisitions by the Company, being the elimination of the investment in the
CRH Lime Acquisitions against the non-monetary assets acquired and recognition
of goodwill. In 2024, the Company determined the fair value of the net assets
acquired pursuant to the CRH Lime Acquisitions, via a Purchase Price
Allocation ('PPA') exercise.
- For Fels, the PPA determined a decrease of £79.2 million of
goodwill with the corresponding movement to uplift the value of Land and
Minerals, Land and Buildings and Plant and Machinery, this is net off by a
deferred tax liability on the PPA of £23.2 million.
- For Vitosov, the PPA determined a decrease of £26.5 million of
goodwill with the corresponding movement to uplift the value of Land and
Minerals, Land and Buildings and Plant and Machinery, this is net off by a
deferred tax liability on the PPA of £5.6 million.
- For Clogrennane, the PPA determined a decrease of £25.2 million
of goodwill with the corresponding movement to uplift the value of Land and
Minerals, Land and Buildings and Plant and Machinery, this is net off by a
deferred tax liability on the PPA of £3.1 million.
- For Buxton, the PPA determined a decrease of £13.3 million of
goodwill with the corresponding movement to uplift the value Land and
Buildings and Plant and Machinery, this is net off by a deferred tax liability
on the PPA of £3.3 million.
- For Nordkalk Wapno, the PPA determined a decrease of £6.7
million of goodwill with the corresponding movement to uplift the value of
Land and Buildings and Plant and Machinery, this is net off by a deferred tax
liability on the PPA of £1.3 million.
In 2024, PPA adjustments were made to acquisitions in 2023 of Bjorka Minerals
and ST Investicija during the measurement period. The Group didn't include
provisional adjustments for the reduction in goodwill in the year ended 31
December 2023 and in 2024, an adjustment of £5.7 million was posted which
hasn't resulted in the restatement of 2023 figures as it is considered
immaterial to the Group.
As at 31 December 2023, the initial accounting for these assets was incomplete
as they were pending completion of the PPA during the measurement period. The
Group refrains from making internal provisional adjustments to goodwill given
the subjectivity and difficulty in quantifying the potential uplifts. All PPA
adjustments to goodwill are provided by an independent third party and are
completed during the measurement period in line with IFRS 3.
The intangible asset classes are:
- Goodwill is the excess of the consideration transferred and the
acquisition date fair value of any previous equity interest in the acquiree
over the fair value of the net identifiable assets.
- Customer relations is the value attributed to the key customer
lists and relationships.
- Intellectual property is the patents owned by the Group.
- Research and development is the acquisition of new technical
knowledge and trying to improve existing processes or products or; developing
new processes or products.
- Branding is the value attributed to the established company
brand.
- Other intangibles consist of capitalised development costs for
assets produced that assist in the operations of the Group and incur revenue.
Amortisation of intangible assets is included in cost of sales on the Income
Statement. Development costs have been capitalised in accordance with the
requirements of IAS 38 and are therefore not treated, for dividend purposes,
as a realised loss.
Impairment tests for goodwill
Goodwill arising on business combinations is not amortised but is reviewed for
impairment on an annual basis, or more frequently if there are indications
that the goodwill may be impaired. Goodwill is allocated to groups of cash
generating units according to the level at which management monitor that
goodwill, which is at the level of operating segments.
A total of twenty-one operating segments are considered to be Ronez, Topcrete,
Poundfield, CCP, Rightcast, Retaining, Harries, Buxton and Johnston in the UK;
Clogrennane in Ireland; CDH, Stone and GduH in Belgium; Beton in France; Fels
in Germany; Vitosov in Czechia; Nordkalk Wapno and Nordkalk Poland in Poland
and Nordkalk Finland, Nordkalk Sweden and Nordkalk Estonia in Northern Europe.
The operating segments are then allocated to regions.
The Goodwill allocated to each region is shown below:
31 December 2024
UK & Ireland Western Europe Central Europe Nordics
£'000 £'000 £'000 £'000
Goodwill allocated to region at balance sheet date 138,913 14,808 210,678 82,466
Discount rate applied to cash flow projections 10.15% 10.34% 10.24% 9.90%
Average EBITDA margin over 5 years 21.3% 25.8% 27.5% 28.8%
Headroom 289,310 82,263 177,346 438,626
Long term growth rates 2% 2% 2% 2%
31 December 2023
UK & Ireland Western Europe Nordics
£'000 £'000 £'000
Goodwill allocated to region at balance sheet date 53,621 23,200 93,516
Discount rate applied to cash flow projections 9.3% 12.24% 11.17%
Average EBITDA margin over 5 years 23.1% 22.9% 21.9%
Headroom 157,640 37,963 261,047
Long term growth rates 2% 2% 2%
Key assumptions
The key assumptions used in performing the impairment review are set out
below:
Cash flow projections
The key assumptions and methodology used in respect of the operating segments
are consistent with those described above. The values applied to each of the
key estimates and assumptions are specific to the individual operating segment
and are based on past experience and forecast future trading conditions. The
cash flows and terminal value were projected in line with the methodology
disclosed above.
Long-term growth rates
Cash flow projections are prudently based on 2 per cent (2023: 2 per cent) and
therefore provides significant of headroom.
Discount rate
Forecast cash flows for each operating segment have been discounted at rates
of 9.90 per cent to 10.34 per cent (2023: discounted at rates of 9.30 per cent
to 12.24 per cent); which was calculated based on market participants' cost of
capital and adjusted to reflect factors specific to each operating segment.
Sensitivity
The Group has applied sensitivities to assess whether any reasonable possible
changes in assumptions could cause an impairment that would be material to
these consolidated Financial Statements. The table below identifies the
amounts by which each of the following assumptions would decline or increase
to arrive at a zero excess of the present value of future cash flows over the
book value of net assets in the three operating segments selected for
sensitivity analysis disclosures:
Reduction in cash flows 2.0% - 5.0%
Increase in discount rate 2.5% - 4.7%
Reduction in growth rate 2.0%
This demonstrated that a 1.0% (2023: 1.0%) increase in the discount rate would
not cause an impairment and the annual growth rate is assumed to be 2.0%
(2023: 2.0%).
The Directors have therefore concluded that no impairment to goodwill is
necessary.
18. Investment in Subsidiary Undertakings
Company
31 December 2024 31 December 2023
£'000 £'000
Shares in subsidiary undertakings
At beginning of the year 488,812 482,622
Additions 182,640 6,190
Intercompany transfer of investments 16,228 -
Disposals (10,246) -
At period end 677,435 488,812
Loan to/(from) Group undertakings 419,095 78,493
Total 1,096,530 567,305
Investments in Group undertakings are stated at cost less impairment.
Details of subsidiaries at 31 December 2024 are as follows:
Name of subsidiary Country of incorporation Share capital held by Company Share capital held by Group Principal activities
SigmaFin Limited England £45,181,877 Holding company
Foelfach Stone Limited England £1 Construction materials
SigmaGsy Limited Guernsey £1 Shipping logistics
Ronez Limited Jersey £2,500,000 Construction materials
Pallot Tarmac (2002) Limited Jersey £2 Road contracting services
Island Aggregates Limited Guernsey £6,500 Waste recycling
Topcrete Limited England £926,828 Pre-cast concrete producer
A. Larkin (Concrete) Limited England £37,660 Dormant
Allen (Concrete) Limited England £100 Holding company
Poundfield Products (Group) Limited England £22,167 Holding company
Poundfield Products (Holdings) Limited England £651 Holding company
Poundfield Innovations Limited England £6,357 Patents & licencing
Poundfield Precast Limited England £63,568 Pre-cast concrete producer
Greenbloc Limited England £1 Dormant
CCP Building Products Limited England £50 Construction materials
Cheshire Concrete Products Limited England £1 Dormant
Clwyd Concrete Products Limited England £100 Dormant
Country Concrete Products Limited England £100 Dormant
PPG Projects Limited England £100 Dormant
CCP Aggregates Limited England £100,000 Construction materials
Stone Service Center Belgium €23,660,763 Holding company
Carrières du Hainaut SCA Belgium €16,316,089 Construction materials
Granulats du Hainaut SA Belgium €62,000 Construction materials
West Region SRC SRL Belgium €760,000 Holding company
GDH (Holdings) Limited England £54,054 Construction materials
Gerald D. Harries & Sons Limited England £112 Construction materials
GD Harries & Sons Limited England £1 Dormant
Stone Holding Company SA Belgium €100 Construction materials
Cuvelier Philippe SA Belgium €750 Construction materials
Nordkalk Oy Ab Finland €1,000,000 Limestone quarrying and processing
Nordkalk AB Sweden €2,439,000 Limestone quarrying and processing
Kalkproduktion Storugns AB Sweden €293,000 Limestone quarrying and processing
Nordkalk AS Estonia €959,000 Limestone quarrying and processing
Nordkalk GmbH Germany €50,000 Limestone quarrying and processing
Nordkalk Sp.z o.o Poland €19,637,000 Limestone quarrying and processing
Suomen Karbonaatti Oy Finland €2,102,000 Limestone quarrying and processing
NKD Holding Oy Ab Finland €3,000 Holding company
Nordeka Maden A.S Turkey €1,020,000 Limestone quarrying and processing
Baltic Aggregates Oy Finland €1 Crushing stone
NK - East Oy Finland €8,869 Holding company
Nordkalk Ukraine TOV Ukraine €539 Mining rights
Nordkalk Prykarpattya TOV Ukraine €308 Dormant
Johnston Quarry Group Limited England £190 Holding company
Building Stone Limited England £1 Stone producing
CSSL No.2 Limited England £1 Dormant
Guiting Quarry Limited England £100 Construction materials
Bath Stone Group Limited England £110 Holding company
Monks Park Minerals Limited England £1 Dormant
Bath Stone Company Limited England £13,620 Minerals rights
Bath Stone Company (BSC) Limited England £1 Construction materials
Hartham Park Minerals Limited England £1 Dormant
Costwold Stone Sales Limited England £1 Dormant
Flick Quarry Limited England £1 Dormant
Creeton Quarry Limited England £100 Dormant
Oathill Quarry Limited England £1 Dormant
Ropsley Quarry Limited England £100 Dormant
Rightcast Limited England £103 Concrete manufacturer
Canteras La Belonga SA Spain €273,575 Construction materials
Nayles Barn Quarry Limited England £100 Dormant
C B Collier Quarry Limited England £1 Dormant
Retaining Holdings Limited England £67 Holding company
Retaining (UK) Limited England £100 Retaining wall system
Geocast Ltd England £100 Retaining wall system
Juuan Dolomiittikalkki Oy Finland €52,700 Limestone quarrying and processing
ST Investicija UAB Lithuania €2,900 Stone producing
Compus UAB Lithuania €2,896 Stone producing
Draseikiu Karjeras UAB Lithuania €203,000 Stone producing
Baltijos Karjerai UAB Lithuania €12,876 Stone producing
Karjeru Verslas UAB Lithuania €61,712 Stone producing
Kvykliu Karjeras UAB Lithuania €102,500 Stone producing
Björka Mineral AB Sweden €60 Limestone quarrying and processing
SigmaCEN GmbH Germany €25,000 Holding company
Fels Holdings GmbH Germany €25,000 Holding company
Fels-Werke GmbH Germany €5,113,000 Limestone quarrying and processing
Fels Netz GmbH Germany €600,000 Railway operation
Fels Vertriebs and Service GmbH & Co. KG Germany €2,000,000 Lime and Limestone sales
Vápenka Vitosov s.r.o Czechia CZK150,000,000 Limestone quarrying and processing
Buxton Lime Limited England £1 Limestone processing
SigmaRoc Shelfco Limited England £1 Dormant
Sigma Lime IRE Limited Ireland €100 Holding company
Clogrennane Lime Limited Ireland €375,000 Limestone quarrying and processing
Mavecotill Investments Sp. z.o.o. Poland PLN 5,000 Holding company
Nordkalk Wapno Sp z.o.o Poland PLN 419,310,000 Limestone processing
SigmaLime Solutions Limited Jersey £2 Holding company
Baltic CO2 Management OU Estonia €10,000 CO2 Management
Name of subsidiary Registered office address
SigmaFin Limited 6 Heddon Street, London W1B 4BT
Foelfach Stone Limited 6 Heddon Street, London W1B 4BT
SigmaGsy Limited Les Vardes Quarry, Route de Port Grat, St Sampson, Guernsey, GY2 4TF
Ronez Limited Ronez Quarry, La Route Du Nord, St John, Jersey, JE3 4AR
Pallot Tarmac (2002) Limited Ronez Quarry, La Route Du Nord, St John, Jersey, JE3 4AR
Island Aggregates Limited Les Vardes Quarry, Route de Port Grat, St Sampson, Guernsey, GY2 4TF
Topcrete Limited 38 Willow Lane, Mitcham, Surrey, CR4 4NA
A. Larkin (Concrete) Limited 38 Willow Lane, Mitcham, Surrey, CR4 4NA
Allen (Concrete) Limited 38 Willow Lane, Mitcham, Surrey, CR4 4NA
Poundfield Products (Group) Limited The Grove, Creeting St. Peter, Ipswich, England, IP6 8QG
Poundfield Products (Holdings) Limited The Grove, Creeting St. Peter, Ipswich, England, IP6 8QG
Poundfield Innovations Limited The Grove, Creeting St. Peter, Ipswich, England, IP6 8QG
Poundfield Precast Limited The Grove, Creeting St. Peter, Ipswich, England, IP6 8QG
Greenbloc Limited The Grove, Creeting St. Peter, Ipswich, England, IP6 8QG
CCP Building Products Limited Llay Road, Llay, Wrexham, Clwyd, LL12 0TL
Cheshire Concrete Products Limited Llay Road, Llay, Wrexham, Clwyd, LL12 0TL
Clwyd Concrete Products Limited Llay Road, Llay, Wrexham, Clwyd, LL12 0TL
Country Concrete Products Limited Llay Road, Llay, Wrexham, Clwyd, LL12 0TL
PPG Projects Limited Llay Road, Llay, Wrexham, Clwyd, LL12 0TL
CCP Aggregates Limited Llay Road, Llay, Wrexham, Clwyd, LL12 0TL
Stone Service Center Rue de Cognebeau 245, B-7060 Soignies, Belgium
Carrières du Hainaut SCA Rue de Cognebeau 245, B-7060 Soignies, Belgium
Granulats du Hainaut SA Rue de Cognebeau 245, B-7060 Soignies, Belgium
West Region SRC SRL Rue de Cognebeau 245, B-7060 Soignies, Belgium
GDH (Holdings) Limited Rowlands View, Templeton, Narbeth, SA67 8RG
Gerald D. Harries & Sons Limited Rowlands View, Templeton, Narbeth, SA67 8RG
GD Harries & Sons Limited 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
Geocast Ltd 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
Fels Vertriebs and Service GmbH & Co. KG Geheimrat-Ebert-Strasse 12, 38640 Goslar, 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
SigmaLime Solutions Limited Ronez Quarry, La Route du Nord, St John, Jersey JE2 4AR
Baltic CO2 Management OU Lõõtsa tn 1a,Lasnamäe linnaosa, Tallinn, 11415 Harju maakond, Estonia
For the year ended 31 December 2024 the following subsidiaries were entitled
to exemption from audit under section 479A of the Companies Act 2006 :
· SigmaFin Limited
· Foelfach Stone Limited
· Topcrete Limited
· A. Larkin (Concrete) Limited
· Allen (Concrete) Limited
· Poundfield Products (Group) Limited
· Poundfield Products (Holdings) Limited
· Poundfield Innovations Limited
· Poundfield Precast Limited
· Greenbloc Limited
· CCP Building Products Limited
· Cheshire Concrete Products Limited
· Clwyd Concrete Products Limited
· Country Concrete Products Limited
· PPG Projects Limited
· CCP Aggregates Limited
· GDH (Holdings) Limited
· Gerald D. Harries & Sons Limited
· GD Harries & Sons Limited
· Johnston Quarry Group Limited
· Building Stone Limited
· CSSL No.2 Limited
· Guiting Quarry Limited
· Cotswolds Stone Sales Limited
· Monks Park Minerals Limited
· Bath Stone Company (BSC) Limited
· Bath Stone Company Limited
· Hartham Park Minerals Limited
· Costwold Stone Sales Limited
· Flick Quarry Limited
· Creeton Quarry Limited
· Oathill Quarry Limited
· Ropsley Quarry Limited
· Rightcast Limited
· Retaining Holdings Limited
· Retaining (UK) Limited
· Geocast Ltd
· Nayles Barn Quarry Limited
· C B Collier Quarry Limited
· Buxton Lime Limited
Impairment review
The performance of all companies for the year ended 31 December 2024 are in
line with forecasted expectations and as such there have been no indications
of impairment.
19. Investment in Equity Accounted Associates & Joint Ventures
Nordkalk has a joint venture agreement with Franzefoss Minerals AS, managing a
lime kiln located in Norway which was entered into on 5 August 2004.
The Group entered into a joint venture agreement partnering with Arcelor
Mittal, to invest in green quicklime and dolime production in Dunkirk, which
was entered into on 11 September 2022.
The Group has one non-material local associate in Pargas, Pargas Hyreshus Ab.
31 December 2024 31 December 2023
£'000 £'000
Interests in associates 531 605
Interest in joint venture 6,212 6,448
6,743 7,053
Proportion of ownership interest held
Name Country of incorporation 31 December 2024 31 December 2023
NorFraKalk AS Norway 50% 50%
AMeLi Green Lime Solutions France 47.5% -
Summarised financial information
NorFraKalk AS - Cost and net book value 31 December 2024 31 December 2023
£'000 £'000
Current assets 8,045 7,735
Non-current assets 7,768 10,078
Current liabilities (2,688) (2,739)
Non-current liabilities (3,763) (4,651)
9,362 10,423
For the period 1 January 2024 to 31 December 2024 For the period 1 January 2023 to 31 December 2023
£'000 £'000
Revenues 15,940 15,903
Profit after tax from continuing operations 633 1,372
20. Trade and Other Receivables
Consolidated Company
31 December 2024 31 December 2023 31 December 2024 31 December 2023
£'000 £'000 £'000 £'000
Current asset
Trade receivables 133,628 85,033 15,293 3,690
Prepayments 8,819 6,961 1,107 422
Other receivables 15,758 7,040 8 1,220
158,205 99,034 16,408 5,332
Non-current asset
Other receivables 13,724 3,398 11,289 -
13,724 3,398 11,289 -
The carrying value of trade and other receivables classified as loans and
receivables approximates fair value.
Trade and other receivables include a doubtful debts provision of £2.1
million. Refer to Note 3.1b for further information.
The carrying amounts of the Group and Company's trade and other receivables
are denominated in the following currencies:
Consolidated Company
31 December 2024 31 December 2023 31 December 2024 31 December 2023
£'000 £'000 £'000 £'000
UK Pounds 43,753 22,013 20,261 5,052
Euros 87,246 57,839 7,436 -
Swedish Krona 13,782 15,240 - -
Zlotys 20,634 6,518 - -
Czech Koruna 5,611 - - -
Turkish Lira 903 822 - -
171,929 102,432 27,697 5,052
Other classes of financial assets included within trade and other receivables
do not contain impaired assets.
The maximum exposure to credit risk at the reporting date is the carrying
value of each class of receivable mentioned above. The Group does not hold any
collateral as security.
21. Inventories
Consolidated
31 December 2024 31 December 2023
Cost and net book value £'000 £'000
Raw materials and consumables 61,741 32,823
Finished and semi-finished goods 56,069 44,265
Work in progress 9,872 7,221
127,682 84,309
The amount recognised as change of value in inventory included in cost of
sales was £12.1 million (31 December 2023: (£9 million)).
22. Cash and Cash Equivalents
Consolidated Company
31 December 2024 31 December 2023 31 December 2024 31 December 2023
£'000 £'000 £'000 £'000
Cash at bank and on hand - continuing operations 131,356 55,872 25,363 7,925
131,356 55,872 25,363 7,925
All of the Group's cash at bank is held with institutions with a credit rating
of at least A-. Exceptions may be granted on an individual basis in rare cases
where a bank is chosen for geographical reasons but does not fulfil the
stipulated rating criteria.
The carrying amounts of the Group and Company's cash and cash equivalents are
denominated in the following currencies:
Consolidated Company
31 December 2024 31 December 2023 31 December 2024 31 December 2023
£'000 £'000 £'000 £'000
UK Pounds 29,981 11,111 14,329 4,617
Euros 64,443 37,308 11,034 3,308
Swedish krona 4,365 4,938 - -
Zlotys 23,375 2,137 - -
Czech Koruna 7,431 43 - -
US dollar 1,362 - - -
Turkish Lira 399 335 - -
131,356 55,872 25,363 7,925
23. Trade and Other Payables
Consolidated Company
31 December 2024 31 December 2023 31 December 2024 31 December 2023
£'000 £'000 £'000 £'000
Current liabilities
Trade payables 81,458 78,572 11,224 15,184
Wages Payable 15,142 13,715 - -
Accruals 156,271 46,120 9,165 15,462
VAT payable/(receivable) 6,776 3,366 (70) (1,654)
Deferred consideration 5,039 8,887 2,293 3,865
Other payables 19,360 7,539 189 1,225
284,046 158,199 22,801 34,082
Non-current liabilities
Deferred consideration 146,562 8,208 5,692 5,260
Other payables 8,468 - - -
155,030 8,208 5,692 5,260
The carrying amounts of the Group and Company's trade and other payables are
denominated in the following currencies:
Consolidated Company
31 December 2024 31 December 2023 31 December 2024 31 December 2023
'000 '000 '000 '000
UK Pounds 55,245 49,003 16,626 29,114
Euros 332,275 80,349 11,867 9,908
Swedish krona 19,019 26,712 - 320
Zlotys 26,766 10,029 - -
Ukrainian Hryvnia 4 11 - -
US Dollar 85 - - -
Czech Koruna 5,475 - - -
Turkish Lira 208 303 - -
439,077 166,407 28,493 39,342
24. Borrowings
Consolidated Company
31 December 2024 31 December 2023 31 December 2024 31 December 2023
£'000 £'000 £'000 £'000
Non-current liabilities
Syndicated Senior Credit Facility 534,998 174,090 534,998 174,090
Bank Loans 1,918 5,986 - -
Finance lease liabilities 8,622 7,853 - -
IFRS 16 leases 31,506 12,863 389 -
577,044 200,792 535,387 174,090
Current liabilities
Syndicated Senior Credit Facility 49,722 29,500 49,722 29,500
Bank Loans 4,846 1,209 - -
Finance lease liabilities 2,520 2,066 - -
IFRS 16 leases 7,700 4,729 131 43
64,788 37,504 49,853 29,543
On 22 November 2023 the Company entered into a new syndicated senior credit
facility of up to €750 million (the 'Debt Facilities') led by Santander UK
and BNPP, with the syndicate including several major UK and European banks and
a further €125 million bridge loan ('Bridge Loan'). The Debt Facilities
comprise a €600 million committed term facility, €150 million revolving
credit facility and a further €100 million uncommitted accordion.
The Debt Facilities are secured by a floating charge over the assets of
SigmaRoc and its subsidiaries as defined as obligors within the Debt
Facilities. Interest is charged at a rate between 2.00% and 3.50% above
EURIBOR ('Interest Margin'), based on the calculation of the adjusted leverage
ratio for the relevant period. For the period ending 31 December 2024, the
Interest Margin was 2.75%.
For further information on covenants, please refer to Note 3.2.
The carrying amounts and fair value of the non-current borrowings are:
Carrying amount and fair value
31 December 2024 31 December 2023
£'000 £'000
Syndicated Senior Credit Facility 534,998 174,090
Bank Loans 1,918 5,986
Finance lease liabilities 8,622 7,853
IFRS 16 leases 31,506 12,863
577,044 200,792
Lease Liabilities
Lease liabilities are effectively secured, as the rights to the leased asset
revert to the lessor in the event of default.
Leases which are entered into as a hire purchase agreement, or a finance lease
is shown as finance leases.
Consolidated
31 December 2024 31 December 2023
Finance lease liabilities - minimum lease payments £'000 £'000
Not later than one year 10,220 6,795
Later than one year and no later than five years 18,410 15,647
Later than five years 21,717 5,069
50,347 27,511
Future finance charges on finance lease liabilities 19,008 4,466
Present value of finance lease liabilities 69,355 31,977
For the year ended 31 December 2024, the total finance charges were £1.8
million (2022: £1 million).
The contracted and planned lease commitments were discounted using a weighted
average incremental borrowing rate of 6.5%.
The present value of finance lease liabilities is as follows:
Consolidated
31 December 2024 31 December 2023
£'000 £'000
Not later than one year 10,884 7,236
Later than one year and no later than five years 19,606 16,664
Later than five years 23,129 5,398
Present value of finance lease liabilities 53,619 29,298
Reconciliation of liabilities arising from financing activities is as follows:
Consolidated
Long-term borrowings Short-term borrowings Lease liabilities Liabilities arising from financing activities
£'000 £'000 £'000 £'000
As at 1 January 2024 180,076 30,709 27,511 238,296
Increase/(decrease) through financing cash flows (304,742) (30,709) (8,829) (344,280)
Increase from refinancing 750,464 2,523 12,046 765,033
Cost of borrowings (14,858) - - (14,858)
Amortisation of finance arrangement fees 5,865 - - 5,865
Increase through obtaining control of subsidiaries - - 20,167 20,167
Transfer between classes (51,897) 51,897 - -
Foreign exchange movement (27,991) 148 (548) (28,391)
As at 31 December 2024 536,916 54,568 50,347 641,832
Transfer between classes refers to long term borrowings moving to short term
borrowings as they are due within 12 months.
For debt maturity schedule, please refer to Note 3.1(d)
Reconciliation of cash flow movement to movement in net debt:
Consolidated
31 December 2024 31 December 2023
£'000 £'000
Opening net debt (182,462) (193,853)
Net increase/(decrease) in cash and cash equivalents 75,484 (12,751)
Foreign exchange differences - cash and cash equivalents 3,854 1,273
Discontinued operations 944 -
Net cash flow movements in debt financing (405,895) 26,986
Non cash movements
Debt acquired via acquisitions (20,167) (971)
Amortisation of finance costs (5,864) (1,085)
Foreign exchange movement 28,391 1,753
Other non-cash movements (2,872) (3,776)
Net debt 508,587 182,424
25. Provisions
Consolidated
31 December 2023
Restoration Restructuring Other Total
£'000 £'000 £'000 £'000
Current liabilities
As at 1 January 1,970 1,760 2,866 6,596
Acquired on business combination 922 - - 922
Addition/(Deduction) 339 (66) 698 971
As at 31 December 3,231 1,694 3,564 8,489
Non-current liabilities
As at 1 January 4,100 - - 4,100
Acquired on business combination 624 - - 624
Addition/(Deduction) - - - -
As at 31 December 4,724 - - 4,724
Consolidated
31 December 2024
Restoration Restructuring Other Total
£'000 £'000 £'000 £'000
Current liabilities
As at 1 January 3,231 1,694 3,564 8,489
Acquired on business combination - 4,189 - 4,189
Reallocate between current and non-current (3,231) - - (3,231)
Addition/(Deduction) - 9,003 (3,564) 5,439
As at 31 December - 14,886 - 14,886
Non-current liabilities
As at 1 January 4,724 - - 4,724
Acquired on business combination 42,185 - 33,651 75,836
Reallocate between current and non-current 3,231 - - 3,231
Addition/(Deduction) (145) - 3,395 3,250
As at 31 December 49,995 - 37,046 87,041
The provision total is made up of £595,000 as a restoration provision for the
St John's and Les Vardes sites; £86,812 for the Aberdo site; £172,303 for
quarries in Wales; £6.6 million for the Nordkalk sites; £109,000 for the
Johnston sites; £40 million for the German sites; £415,000 for the Czechia
sites; £1.8 million for Buxton; and £252,000 for La Belonga which are all
based on the removal costs of the plant and machinery at the sites and
restoration of the land.
Of the remaining amount, £1.9 million is for other restructuring costs in the
Nordkalk entities, £3 million is the provision for early retirement in
Belgium, where salaried workers can qualify for early retirement based on age,
£34 million is the pension and provision for early retirement in Germany and
£14 million for redundancies and other payroll provisions in Germany. The
provision for pension and early retirement consists of the estimated amount
that will be paid by the employer to the "early retired workers" till the age
of the full pension. Refer to Note 26 for more information.
The future reclamation cost value is discounted by 6% (2023 8%).
26. Retirement benefit schemes
The Group sponsors various post-employment benefit plans. These include both
defined contribution and defined benefit plans as defined by IAS 19 Employee
Benefits.
Defined contribution plans
For defined contribution plans outside Belgium, the Group pays contributions
to publicly or privately administered pension funds or insurance contracts.
Once the contributions have been paid, the Group has no further payment
obligation. The contributions are expensed in the year in which they are due.
For the year ended, contributions paid into defined contribution plans
amounted to £351,011.
Defined benefit plans
The Group has group insurance plans for some of its Belgian, German, Swedish
and Polish employees funded through defined payments to insurance companies.
The Belgian pension plans are by law subject to minimum guaranteed rates of
return. In the past the minimum guaranteed rates were 3.25% on employer
contributions and 3.75% on employee contributions. A law of December 2015
(enforced on 1 January 2016) modifies the minimum guaranteed rates of return
applicable to the Group's Belgian pension plans. For insured plans, the rates
of 3.25% on employer contributions and 3.75% on employee contributions will
continue to apply to the contributions accumulated before 2016. For
contributions paid on or after 1 January 2016, a variable minimum guaranteed
rate of return with a floor of 1.75% applies. The Group obtained actuarial
calculations for the periods reported based on the projected unit credit
method.
The Swedish plan provides an old-age pension cover for plan members whereas
plan members receive a lump sum payment upon retirement in the Polish plan.
Both Swedish and Polish plans are based on collective labour agreements.
The German plan is an unfunded pension plan and has three other unfunded
long-term benefit obligations (i) Fels Death In-Service Benefit Plan (ii) the
Germany Fels Jubilee Plan and (iii) Fels Deferred Compensation Plan. The
defined benefit pension schemes and deferred compensation schemes provide
benefits which are specific to each scheme and are based on different factors
including years of service, fixed pension amounts and benefits based on final
salary. Other long-term employee benefits provide benefits to all employees
based on the number of years of service or a fixed amount for death in
service.
Through its defined benefit plans, the Group is exposed to a number of risks.
A decrease in bond yields will increase the plan liabilities. Some of the
Group's pension obligations are linked to inflation and higher inflation will
lead to higher liabilities. The majority of the plans' obligations are to
provide benefits for the life of the plan member, so increases in life
expectancy will result in an increase in the plans' liabilities.
Employee benefits amount in the Statement of Financial Position 31 December 2024 31 December 2023
£'000 £'000
Assets - -
Liabilities 36,834 4,355
Net defined benefit liability at end of year 36,834 4,355
Amounts recognised in the Statement of Financial Position 31 December 2024 31 December 2023
£'000 £'000
Present value of funded defined benefit obligations 1,017 967
Fair value of plan assets - (153)
1,017 814
Present value of unfunded defined benefit obligation 35,817 3,541
Unrecognised past service cost - -
Total 36,834 4,355
Amounts recognised in the Income Statement 31 December 2024 31 December 2023
£'000 £'000
Current service cost 626 152
Interest cost 1,292 112
Expected return on plan assets 156 163
Total pension expense 2,074 427
Changes in the present value of the defined benefit obligation 31 December 2024 31 December 2023
£'000 £'000
Defined benefit obligation at beginning of year 4,355 3,543
Current service cost 626 152
Interest cost 1,292 112
Benefits paid (2,721) (354)
Remeasurements 97 163
Remeasurements in OCI (178) 978
Other significant events - (40)
Acquired in business combinations 33,651 -
Foreign exchange movement (288) (199)
Defined benefit obligation at end of year 36,834 4,355
Amounts recognised in the Statement of Changes in Equity 31 December 2024 31 December 2023
£'000 £'000
Prior year cumulative actuarial remeasurements - -
Remeasurements (176) 978
Foreign exchange movement - -
Cumulative amount of actuarial gains and losses recognised in the Statement of (176) 978
recognised income / (expense)
Movements in the net liability/(asset) recognised in the Statement of 31 December 2024 31 December 2023
Financial Position
£'000 £'000
Net liability in the balance sheet at beginning of year 4,355 3,543
Total expense recognised in the income statement 1,918 264
Contributions paid by the company (2,721) (354)
Amount recognised in the statement of recognised (income)/expense 97 163
Remeasurements in OCI (178) 978
Other significant events - (40)
Acquired in business combinations 33,651 -
Foreign exchange movement (288) (199)
Defined benefit obligation at end of year 36,834 4,355
Principal actuarial assumptions 31 December 2024 31 December 2023
Discount rate 3.39% 3.87%
Future salary increases 3.07% 2.93%
Future inflation 2.13% 2.00%
Post-retirement benefits
The Group operates both defined benefit and defined contribution pension
plans.
Pension plans in Belgium, Poland, Sweden and Germany are of the defined
benefit type because of the minimum promised return on contributions required
by law. The liability or asset recognised in the Statement of Financial
Position in respect of defined benefit pension plans is the present value of
the defined benefit obligation at the end of the reporting period less the
fair value of plan assets. The defined benefit obligation is calculated
annually by independent actuaries using the projected unit credit method. The
present value of the defined benefit obligation is determined by discounting
the estimated future cash outflows using interest rates of high-quality
corporate bonds that are denominated in the currency in which the benefits
will be paid, and that have terms approximating to the terms of the related
obligation. The net interest cost is calculated by applying the discount rate
to the net balance of the defined benefit obligation and the fair value of
plan assets. This cost is included in employee benefit expense in the Income
Statement. Remeasurement gains and losses arising from experience adjustments
and changes in actuarial assumptions are recognised in the period in which
they occur, directly in other comprehensive income. They are included in
retained earnings in the Statement of Changes in Equity and in the Statement
of Financial Position.
For defined contribution plans, the Group pays contributions to publicly or
privately administered pension insurance plans on a mandatory, contractual or
voluntary basis. The Group has no further payment obligations once the
contributions have been paid. The contributions are recognised as employee
benefit expense when they are due.
27. Financial Instruments by Category
Consolidated 31 December 2024
Loans & receivables Total
Assets per Statement of Financial Performance £'000 £'000
Trade and other receivables (excluding prepayments) 163,110 163,110
Cash and cash equivalents 131,356 131,356
294,466 294,466
At amortised cost Total
Liabilities per Statement of Financial Performance £'000 £'000
Borrowings (excluding finance leases) 591,485 591,485
Finance lease liabilities 50,347 50,347
Trade and other payables (excluding non-financial liabilities) 439,077 439,077
1,080,909 1,080,909
Consolidated 31 December 2023
Loans & receivables Total
Assets per Statement of Financial Performance £'000 £'000
Trade and other receivables (excluding prepayments) 95,471 95,471
Cash and cash equivalents 55,872 55,872
151,343 151,343
At amortised cost Total
Liabilities per Statement of Financial Performance £'000 £'000
Borrowings (excluding finance leases) 210,785 210,785
Finance lease liabilities 27,511 27,511
Trade and other payables (excluding non-financial liabilities) 166,407 166,407
404,703 404,703
Company 31 December 2024
Loans & receivables Total
Assets per Statement of Financial Performance £'000 £'000
Trade and other receivables (excluding prepayments) 26,591 26,591
Cash and cash equivalents 25,363 25,363
51,954 51,954
At amortised cost Total
Liabilities per Statement of Financial Performance £'000 £'000
Borrowings (excluding finance leases) 584,719 584,719
Finance lease liabilities 521 521
Trade and other payables (excluding non-financial liabilities) 28,493 28,493
613,733 613,733
31 December 2023
Company
Loans & receivables Total
Assets per Statement of Financial Performance £'000 £'000
Trade and other receivables (excluding prepayments) 4,909 4,909
Cash and cash equivalents 7,925 7,925
12,834 12,834
At amortised cost Total
Liabilities per Statement of Financial Performance £'000 £'000
Borrowings (excluding finance leases) 203,589 203,589
Finance lease liabilities 43 43
Trade and other payables (excluding non-financial liabilities) 39,345 39,345
242,977 242,977
28. Share Capital and Share Premium
Number of shares Ordinary shares Share premium Total
£ £ £
Issued and fully paid
As at 1 January 2023 638,246,344 6,383 400,022 406,405
Issue of new shares - 28 February 2023 55,555,555 556 28,682 29,238
Capital reduction - 23 May 2023 - - (428,704) (428,704)
As at 30 June 2023 693,801,899 6,939 - 6,939
As at 31 December 2023 693,801,899 6,939 - 6,939
As at 1 January 2024 693,801,899 6,939 - 6,939
Issue of new shares - 4 January 2024(1) 421,052,631 4,210 191,458 195,668
As at 31 December 2024 1,114,854,530 11,149 191,458 202,607
(1) Includes issue costs of £4,331,994
The authorised share capital consists of 1,482,756,530 ordinary shares at a
par value of 1 pence.
On 4 January 2024, the Company raised £200 million net of issue costs via the
issue and allotment of 421,052,631 new Ordinary Shares at a price of 47.5
pence per share.
29. Share Options
In 2021, the Company introduced a long-term incentive plan (LTIP) for senior
management personnel. Shares are awarded in the Company and vest in 3 parts
over the third, fourth and fifth anniversary to the extent the performance
conditions are met. The first tranche vested on 31 August 2024.
Share options and warrants outstanding and exercisable at the end of the year
have the following expiry dates and exercise prices:
Options & Warrants
31 December 2024 31 December 2023
Grant date Expiry date Exercise price in £ per share # #
5 January 2017 30 December 2026 0.25 260,146 260,146
5 January 2017 30 December 2026 0.40 11,878,645 11,878,645
15 April 2019 15 April 2026 0.46 9,030,934 9,030,934
30 December 2019 30 December 2026 0.46 7,787,059 7,943,058
4 January 2024 3 January 2034 0.60 51,288,180 -
80,244,964 29,112,783
The weighted average life of the outstanding options is 6.4 years.
The Company and Group have no legal or constructive obligation to settle or
repurchase the options or warrants in cash.
The fair value of the share options and warrants was determined using the
Black Scholes valuation model. The parameters used are detailed below:
2017 Options A 2017 Options B 2019 Options C 2019 Options D
Vested on 5/1/2017 5/1/2017 15/4/2019 30/12/2019
Revalued on 15/12/2021 15/12/2021 - -
Life (years) 5 5 7 7
Share price 0.8295 0.8295 0.465 0.525
Risk free rate 0.40% 0.40% 0.31% 0.55%
Expected volatility 31.32% 31.32% 4.69% 8.19%
Expected dividend yield - - - -
Marketability discount - - - -
Total fair value £58,345 £661,604 £392,015 £685,889
2024 Options E
Vested on 4/1/2027
Revalued on -
Life (years) 10
Share price 0.6
Risk free rate 0.379%
Expected volatility 35.43%
Expected dividend yield -
Marketability discount -
Total fair value £3,611,910
The risk-free rate of return is based on zero yield government bonds for a
term consistent with the option life.
The volatility is calculated by dividing the standard deviation of the closing
share price from the prior six months by the average of the closing share
price from the prior six months.
2017 Options A and B were extended for another 5 years by the Board on 15
December 2021 and were revalued on this day.
A reconciliation of options and warrants and LTIP awards granted over the year
to 31 December 2024 is shown below:
Options and warrants
31 December 2024 31 December 2023
Weighted average exercise price Weighted average exercise price
# £ # £
Outstanding at beginning of the year 29,112,783 0.44 29,146,117 0.44
Granted 56,564,792 0.60 - -
Vested - - - -
Cancelled (5,276,611) 0.60 - -
Exercised (156,000) 0.46 (33,334) 0.46
Outstanding as at year end 80,244,964 0.54 29,112,783 0.44
Exercisable at year end 28,956,784 0.44 29,112,783 0.44
LTIP awards
31 December 2024 31 December 2023
Weighted average valuation price Weighted average valuation price
# £ # £
Outstanding at beginning of the year 25,620,000 0.69 25,620,000 0.69
Granted - - - -
Vested - - - -
Exercised - - - -
Outstanding as at year end 25,620,000 0.69 25,620,000 0.69
Exercisable at year end 11,153,240 - - -
30. Other Reserves
Consolidated
Deferred shares Capital redemption reserve Revaluation reserve Capital reserve Foreign currency translation reserve Total
£'000 £'000 £'000 £'000 £'000 £'000
As at 1 January 2023 762 600 4,671 687 3,541 10,261
Other comprehensive income - - (5,506) - - (5,506)
Currency translation differences - - - - (3,109) (3,109)
Other adjustments (762) - - (255) - (1,017)
As at 31 December 2023 - 600 (835) 432 432 629
As at 1 January 2024 - 600 (835) 432 432 629
Other comprehensive income - - (1,229) - - (1,229)
Currency translation differences - - - - 943 943
Other adjustments - - - (373) - (373)
As at 31 December 2024 - 600 (2,064) 59 1,375 (30)
31. Non-controlling interests
Proportion of non-controlling interest
Name Country of incorporation & Place of business 31 December 2024 31 December 2023
Vápenka Vitosov s.r.o Czechia 75% -
Suomen Karbonaatti Oy Finland 51% 51%
Kalkproduktion Storugns AB Sweden 66.7% 66.7%
NKD Holding Oy Finland 51% 51%
Canteras La Belonga SA Spain 65% 65%
Granulats du Hainaut SA Belgium 75% 75%
Juuan Dolomiittikalkki Oy Finland 70% 70%
Consolidated
31 December 2024 31 December 2023
£'000 £'000
As at 1 January 14,143 11,732
Acquired in business combination 13,833 616
Non-controlling interests share of profit in the period 5,380 3,184
Dividends paid (3,053) (1,275)
Foreign exchange movement (1,553) (114)
Other adjustments 152 -
As at 31 December 28,902 14,143
31 December 2024 31 December 2023
Vapenka Vitosov Suomen Karbonaatti Other individually immaterial subsidiaries Suomen Karbonaatti Other individually immaterial subsidiaries
£'000 £'000 £'000 £'000 £'000
Current assets 16,808 18,235 15,070 18,762 14,459
Non-current assets 71,408 2,598 22,240 2,489 23,612
Current liabilities (5,596) (3,698) (8,468) (4,919) (8,442)
Non-current liabilities (12,258) (7,467) (5,351) (7,807) (6,082)
Net Assets 70,362 9,668 23,491 8,525 23,547
Net Assets Attributable to NCI 17,590 4,737 8,515 4,192 7,800
Revenue 40,111 39,489 28,141 38,252 32,062
Profit after taxation 6,665 5,761 3,914 4,108 3,705
Other comprehensive income - - - - -
Total comprehensive income 6,665 5,761 3,914 4,108 3,705
Net operating cash flow 10,950 6,980 2,969 4,486 5,081
Net investing cash flow (1,612) (1,085) (9,458) (324) (8,971)
Net financing cash flow (3,167) (4,224) 9,133 (2,610) 4,021
Dividends paid to NCI 823 2,030 200 1,275 -
32. Earnings Per Share
The calculation of the total continuing operations basic earnings per share of
2.04 pence (2023: 1.41 pence) and discontinued operations basic earnings per
share of 0.06 pence (2023: 0.57 pence) is calculated by dividing the profit
attributable to shareholders of £23.3 million (2023: £13.5 million) by the
weighted average number of ordinary shares of 1,111,403,279 (2023:
684,973,893) in issue during the period.
Continuing operations diluted earnings per share of 1.89 pence (2023: 1.35
pence) and discontinued operations diluted earnings per share of 0.06 pence
(2023: 0.55 pence) is calculated by dividing the profit attributable to
shareholders of £23.3 million (2023: £13.5 million) by the weighted average
number of ordinary shares in issue during the period plus the weighted average
number of share options and warrants to subscribe for ordinary shares in the
Company, which together total 1,196,589,592 (2023: 714,091,517). The weighted
average number of shares is the opening balance of ordinary shares plus the
weighted average of 417,601,380 shares.
Details of share options that could potentially dilute earnings per share in
future periods are disclosed in Note 29.
33. Fair Value of Financial Assets and Liabilities Measured at Amortised
Costs
The following table shows the carrying amounts and fair values of the
financial assets and liabilities, including their levels in the fair value
hierarchy. It does not include fair value information for financial assets and
financial liabilities not measured at fair value if the carrying amount is a
reasonable approximation of fair value.
Items where the carrying amount equates to the fair value are categorised to
three levels:
· Level 1 inputs are quoted prices (unadjusted) in active markets
for identical assets or liabilities that the entity can access at the
measurement date.
· Level 2 inputs are inputs other than quoted prices included
within Level 1 that are observable for the asset or liability, either directly
or indirectly.
· Level 3 inputs are unobservable inputs for the asset or
liability.
Items which are categorised as Level 2 financial assets and liabilities are
forward exchange contracts and these are valued using the year end exchange
rate for the relevant currencies.
Carrying Amount Fair value
Fair value - Hedging instruments Fair value through P&L Fair value through OCI Financial asset at amortised cost Other financial liabilities Total Level 1 Level 2 Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Forward exchange contracts - - 298 - - 298 - 298 298
Electricity hedges - - 215 - - 215 215 - 215
Financials assets not measured at fair value
Trade and other receivables (excl. Derivatives) - - - 171,929 - 171,929 - - -
Cash and cash equivalents - - - 131,356 - 131,356 - - -
Financial liabilities measured at fair value
Forward exchange contracts - 40 224 - - 264 - 264 264
Electricity hedges - - 1,079 - - 1,079 1,079 - 1,079
Financial liabilities not measured at fair value
Loans - - - - 591,485 591,485 - - -
Finance lease liability - - - - 50,347 50,347 - - -
Trade and other payables (excl. derivative) - - - - 439,077 439,077 - - -
34. Business Combinations
On 22 November 2023, the Company announced the conditional and
transformational acquisition of a comprehensive portfolio of European lime and
industrial limestone assets from CRH. Deal 1 completed on 4 January 2024 which
comprised of Fels Holdings GmBH, Vapenka Vitošov s.r.o and Clogrennane Lime
Limited. Deal 2 completed on 26 March 2024 which was Buxton Lime Limited and
Deal 3 completed on 2 September 2024 which was Nordkalk Wapno Sp Z.o.o
(previously named Ovetill Investments Sp. Z.o.o.).
Strategically the Acquisitions represented an opportunity to become one of
Europe's leaders in lime, combining high quality businesses and complementary
footprints, positioning the Group as either the number one or number two
participant in all its key lime markets.
Fels Holdings GmbH
On 4 January 2024, the Group acquired 100 per cent. of the share capital of
Fels Holding GmbH ('Fels') and its subsidiaries for a cash consideration of
€585 million including deferred consideration. Fels is registered and
incorporated in Germany. Fels is a lime producer with the key operations of
extracting limestone from quarries as well as further processing the
limestone.
The following table summarises the consideration paid for Fels and the values
of the assets and equity assumed at the acquisition date.
Total consideration £'000
Net cash consideration 358,756
Purchase of loan (122,334)
Discounted deferred consideration 59,252
295,674
Recognised amounts of assets and liabilities acquired £'000
Trade and other receivables 31,659
Inventories 21,145
Cash and cash equivalents 25,724
Property, plant & equipment 402,953
Intangible assets 109,198
Trade and other payables (81,679)
Borrowings with parent (122,539)
Provisions (76,652)
Income tax refund (7,328)
Deferred tax liabilities (81,248)
Total identifiable net assets 221,233
Goodwill (refer to Note 17) 74,441
Total consideration 295,674
Since 4 January 2024, Fels has contributed a profit of £14 million and
revenue of £250.7 million. Had Fels been consolidated from 1 January 2024,
the consolidated statement of income would show no additional profit and no
additional revenue.
Vapenka Vitošov s.r.o
On 4 January 2024, the Group acquired 75 per cent. of the share capital of
Vapenka Vitošov s.r.o ('Vapenka') for a cash consideration of €85.8
million. Vapenka is registered and incorporated in the Czechia. Vapenka is a
lime producer with the key operations of extracting limestone from quarries as
well as further processing the limestone.
The following table summarises the consideration paid for Vapenka and the
values of the assets and equity assumed at the acquisition date.
Total consideration £'000
Cash 71,063
71,063
Recognised amounts of assets and liabilities acquired £'000
Cash and cash equivalents 2,819
Trade and other receivables 5,031
Inventories 4,236
Property, plant & equipment 61,565
Intangible assets 12,777
Trade and other payables (4,410)
Income tax payable (714)
Borrowings (7)
Provisions (423)
Deferred tax liabilities (11,840)
Non-controlling interests (13,928)
Total identifiable net assets 55,106
Goodwill (refer to Note 17) 15,957
Total consideration 71,063
The Group has chosen to recognise the non-controlling interest at its book
value for this acquisition.
Since 4 January 2024, Vapenka has contributed a profit of £6.8 million and
revenue of £41 million. Had Vapenka been consolidated from 1 January 2024,
the consolidated statement of income would show no additional profit and no
additional revenue.
Clogrennane Lime Limited
On 4 January 2024, the Group acquired 100 per cent. of the share capital of
Clogrennane Lime Limited ('Clogrennane') for a cash consideration of €57.7
million. Clogrennane is registered and incorporated in Ireland. Clogrennane is
a lime producer with the key operations of extracting limestone from quarries
as well as further processing the limestone.
The following table summarises the consideration paid for Clogrennane and the
values of the assets and equity assumed at the acquisition date.
Total consideration £'000
Cash 47,775
47,775
Recognised amounts of assets and liabilities acquired £'000
Cash and cash equivalents 8,143
Trade and other receivables 3,507
Inventories 2,492
Property, plant & equipment 8,911
Trade and other payables (4,075)
Borrowings (1)
Income tax payable (1,161)
Deferred tax liability (941)
Total identifiable net assets 16,875
Goodwill (refer to Note 17) 30,900
Total consideration 47,775
Since 4 January 2024, Clogrennane has contributed a profit of £4.6 million
and revenue of £21.7 million. Had Clogrennane been consolidated from 1
January 2024, the consolidated statement of income would show no additional
profit and no additional revenue.
Buxton Lime Limited
On 26 March 2024, the Group acquired 100 per cent. of the share capital of
Buxton Lime Limited ('Buxton') for a cash consideration of €149 million.
Buxton is registered and incorporated in England and Wales. Buxton is a lime
producer with the key operations of extracting limestone from quarries as well
as further processing the limestone.
The following table summarises the consideration paid for Buxton and the
values of the assets and equity assumed at the acquisition date.
Total consideration £'000
Cash 123,664
Purchase of shareholder loan (19,101)
104,563
Recognised amounts of assets and liabilities acquired £'000
Cash and cash equivalents 500
Inventories 2,979
Property, plant & equipment 25,308
Trade and other payables (23,088)
Income tax payable (861)
Deferred tax (3,459)
Provisions (1,736)
Total identifiable net assets (357)
Provisional goodwill (refer to Note 17) 104,920
Total consideration 104,563
The fair value of the acquired assets of Buxton are provisional, pending
receipt of the final valuations for those assets. Deferred tax has been
provided in relation to these fair value adjustments.
Since 26 March 2024, Buxton has contributed a profit of £12.1 million and
revenue of £72.4 million. Had Buxton been consolidated from 1 January 2024,
the consolidated statement of income would show additional profit of £3
million and revenue of £22.5 million.
Nordkalk Wapno Sp Z.o.o (previously named Ovetill Investments Sp. Z.o.o.)
On 2 September 2024, the Group acquired 100 per cent. of the share capital of
Nordkalk Wapno Sp. Z.o.o ('Wapno') for a cash consideration of €117 million.
Wapno is registered and incorporated in Poland. Wapno is a lime producer with
the key operations of extracting limestone from quarries as well as further
processing the limestone.
The following table summarises the consideration paid for Wapno and the values
of the assets and equity assumed at the acquisition date.
Total consideration £'000
Cash 13,827
Deferred consideration 78,974
92,801
Recognised amounts of assets and liabilities acquired £'000
Cash and cash equivalents 13,983
Inventories 5,521
Trade receivables 11,274
Property, plant & equipment 22,061
Deferred tax assets 1,474
Trade and other payables (11,877)
Income tax payable (418)
Deferred tax liabilities (479)
Provisions (137)
Total identifiable net assets 41,402
Provisional goodwill (refer to Note 17) 51,399
Total consideration 92,801
The fair value of the acquired assets of Wapno are provisional, pending
receipt of the final valuations for those assets. Deferred tax has been
provided in relation to these fair value adjustments.
Since 2 September 2024, Wapno has contributed a profit of £4.9 million and
revenue of £29.2 million. Had Wapno been consolidated from 1 January 2024,
the consolidated statement of income would show additional profit of £14.1
million and revenue of £57.0 million.
35. Contingencies
The Group is not aware of any material personal injury or damage claims open
against the Group.
36. Related party transactions
Loans with Group Undertakings
Amounts receivable/(payable) as a result of loans granted to/(from) subsidiary
undertakings are as follows:
Company
31 December 2024 31 December 2023
£'000 £'000
Ronez Limited (31,633) (27,152)
SigmaGsy Limited (9,608) (9,013)
SigmaFin Limited 12,249 21,885
Topcrete Limited (846) (11,179)
Poundfield Products (Group) Limited 5,338 5,012
Foelfach Stone Limited 632 594
CCP Building Products Limited 5,656 5,311
Carrières du Hainaut SCA 24,442 16,799
GDH (Holdings) Limited 16,374 11,435
B-Mix Beton NV - 10,349
Stone Holdings SA 519 409
Nordkalk Oy Ab 11,813 43,062
Johnston Quarry Group 11,707 12,604
Rightcast Limited (1,190) (1,117)
Retaining (UK) Limited (1,178) (506)
SigmaCen GmbH 367,422 -
Fels Werke GmbH (51,636) -
Clogrennane Lime Limited (10,307) -
SigmaLime IRE Limited 48,982 -
Buxton Lime Limited 14,269 -
Mavecotill Investments Z.o.o 14,129 -
Nordkalk Wapno Sp Z.o.o (8,488) -
Baltic CO2 Management OU 449 -
419,095 78,493
Loans granted to or from subsidiaries are unsecured, have interest charged at
6.5% and are repayable in Pounds Sterling on demand from the Company.
Debt pushdown loans to subsidiaries are charged at the external borrowing rate
plus a facilitation margin.
All intra Group transactions are eliminated on consolidation.
Transactions with directors and directors' shareholdings
Details of transactions with directors, directors' shareholdings and
outstanding share options are provided in the Remuneration Committee Report.
37. Ultimate Controlling Party
The Directors believe there is no ultimate controlling party.
38. Events After the Reporting Date
On 20 February 2025 the Company has amended and restated its existing Bridge
Loan with a new 5-year term facility up to €125 million through a US Private
Placement process. The new debt facility has a security profile that mirrors
the existing syndicated senior credit facility and a bullet at maturity in
2030. The interest coupon is based on the 5-year EURIBOR bond yield plus a
margin which is fixed at 4.93% for the duration of the term.
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