Full Year Results

About this update from Sigmaroc Plc

[{"type":"text","content":"\n \n (EPIC: SRC / Market: AIM / Sector: Construction Materials) \n 17 March 2025 \n   \n SigmaRoc plc \n ('SigmaRoc', the 'Company' or the 'Group') \n   \n Audited full year results for year ended 31 December 2024 \n   \n 2024 underlying earnings and EPS modestly ahead of consensus 8 expectations, driven by transformational investment to create a leading European lime and minerals platform \n   \n Notice of AGM, Analyst briefing and Investor Presentation \n   \n SigmaRoc (AIM: SRC), the AIM quoted lime and limestone group , is pleased to announce its audited results for the year ended 31 December 2024. \n   \n \n \n \n \n   \n \n \n Statutory results \n \n \n   \n \n \n Underlying 1 results \n \n \n \n \n \n \n \n 31 December 2024 \n \n \n 31 December 2023 \n \n \n YoY \n change \n \n \n \n \n \n 31 December 2024 \n \n \n 31 December 2023 \n \n \n YoY \n change \n \n \n \n \n Revenue 6 \n \n \n £997.6m \n \n \n £580.3m \n \n \n +71.9% \n \n \n \n \n \n £997.6m \n \n \n £580.3m \n \n \n +71.9% \n \n \n \n \n EBITDA 6 \n \n \n £180.1m \n \n \n £87.3m \n \n \n +106.3% \n \n \n \n \n \n £224.6m \n \n \n £116.7m \n \n \n +92.4% \n \n \n \n \n EBITDA margin 6 \n \n \n 18.1% \n \n \n 15.0% \n \n \n +20.0% \n \n \n \n \n \n 22.5% \n \n \n 20.1% \n \n \n +11.9% \n \n \n \n \n Profit before tax 6 \n \n \n £45.8m \n \n \n £28.3m \n \n \n +61.8% \n \n \n \n \n \n £117.6m \n \n \n £71.2m \n \n \n +65.2% \n \n \n \n \n EPS 6 \n \n \n 2.10p \n \n \n 1.95p \n \n \n +7.7% \n \n \n \n \n \n 8.35p \n \n \n 8.12p \n \n \n 2.8% \n \n \n \n \n Net debt 2 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n £509.5m \n \n \n £182.4m \n \n \n +179.3% \n \n \n \n \n Covenant Leverage \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n 2.09x \n \n \n 1.57x \n \n \n +33.1% \n \n \n \n \n ROIC \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n 11.5% \n \n \n 10.8% \n \n \n +6.5% \n \n \n \n \n FCF 3 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n £118.6m \n \n \n £47.0m \n \n \n +152.3% \n \n \n \n \n FCF Conversion 4 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n 52.8% \n \n \n 40.3% \n \n \n +31.0% \n \n \n \n \n   \n   \n \n \n \n \n   \n \n \n Proforma statutory results 5 \n \n \n   \n \n \n Proforma underlying results 5 \n \n \n \n \n   \n \n \n 31 December 2024 \n \n \n 31 December 2023 \n \n \n YoY \n change \n \n \n   \n \n \n 31 December 2024 \n \n \n 31 December 2023 \n \n \n YoY \n change \n \n \n \n \n Revenue \n \n \n £1,042.0m \n \n \n £1,062.7m \n \n \n -1.9% \n \n \n \n \n \n £1,042.0m \n \n \n £1,062.7m \n \n \n -1.9% \n \n \n \n \n EBITDA \n \n \n £185.1m \n \n \n £203.6m \n \n \n -9.1% \n \n \n \n \n \n £242.2m \n \n \n £237.9m \n \n \n +1.8% \n \n \n \n \n EBITDA margin \n \n \n 17.8% \n \n \n 19.2% \n \n \n -7.3% \n \n \n \n \n \n 23.2% \n \n \n 22.4% \n \n \n +3.8% \n \n \n \n \n   \n   \n 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. \n 2 Net debt including IFRS 16 lease liabilities. \n 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. \n 4 Free Cash Flow Conversion is FCF relative to underlying EBITDA. \n 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. \n 6 These results include continued and discontinued operations. All numbers referenced in the Chairman's Statement and CEO Report are shown on this basis. \n 7 Based on 2023 proforma baseline \n 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. \n   \n   \n   \n FINANCIAL HIGHLIGHTS \n   \n Strong financial performance following transformational lime and limestone acquisitions \n -     Revenue 6 increased 72% to £ 997.6m, driven by contribution from the lime acquisitions; \n o  Proforma 5 revenue down 1.9% LFL reflecting volumes, foreign exchange effects and reduced pass throughs; \n -     Underlying 1 EBITDA increased 9 2 % to £224.6m with underlying margins improving by 240bps to 22.5% due to the increased scale of the business and the synergy programme ; \n o  Proforma 5 EBITDA increased 2% LFL driven by a positive operating performance and synergies arising from the successful integration of the acquisitions; \n -     Underlying EPS 1 8.35p, 3% ahead of prior year, 10% ahead of consensus, and an 8 th consecutive year of growth. \n -     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; \n -     ROIC up 70bps to 11.5%, progressing in line with expectations towards15% target; \n -     Strong free cash flow with a 1,250bps improvement to 52.8%; \n -     Post period end amendment of bridge loan agreed with €125m five-year fixed-rate facility on preferential terms. \n OPERATIONAL AND STRATEGIC \n   \n Growth                                                                                                                                           \n -     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 ; \n -     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. \n Investment \n   \n -     Group now focussed on lime and limestone, with regional diversification and broad end market exposure - Industrial, Environment & Food, and Residential & Infrastructure Construction; \n -     Syndicated senior debt facility established to create financial leverage for long term shareholder returns; \n -     Construction commenced on a new aggregates and sand processing plant in Belgium, and a new asphalt plant in SouthWales was commissioned. \n   \n Execution \n   \n -     Integration of CRH's lime and limestone assets completed during the year; \n -     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; \n -     Synergy program progressing well with £8m (€9m) delivered in 2024 and a minimum of £33m (€40m) now targeted by 2027 7 . \n -     Restructuring and cost saving initiatives implemented in Germany, the Nordics and Belgium, contributing to the synergy program from 2025; \n -     Board strengthened with the appointment of two experienced independent non-executive directors and CFO transition complete. \n   \n ESG Highlights \n   \n -     Retrospective recalculation of baseline emissions and energy data to ensure consistency and relevance in reporting post the lime acquisitions ; \n -     46% reduction in GHG emissions intensity from the 2021 baseline; \n -     Overall 71% fossil-free electricity utilised across the Group, with 100% fossil-free electricity in Finland, Sweden, Germany, Czechia and Belgium; \n -     Total energy consumption and energy intensity reduced 10% year-on-year (YoY); \n -     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;       \n -     Commitment to safety and compliance has been reinforced with over 180 site audits conducted. \n   \n Outlook \n   \n -     SigmaRoc made good progress in 2024, a year characterised by the transformative lime and limestone acquisitions from CRH; \n -     We remain focused on operational delivery and the ongoing synergy program with a minimum £33m (€40m) incremental 7 EBITDA now expected ; \n -     Regional diversification and broad end market exposure provides stability; \n -     Potential for improvements across European markets driven by reducing interest rates, a renewed political desire to stimulate growth and a number of supportive megatrends; \n -     De-gearing on track with rationalisation of non-core portfolio to continue, with €20-25m EBITDA relating to non-core assets available for divestment; \n -     We remain mindful of the wider macroeconomic and geopolitical environment, but 2025 has started positively. \n   \n   \n Notice of Annual General Meeting \n   \n 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. \n   \n 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. \n   \n Max Vermorken, CEO, commented: \n   \n \"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. \n   \n 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. \n 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 . \" \n   \n END \n \nThe 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. \n Analyst Briefing    \n 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   [email protected] . \n Private Investor Presentation    \n 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. \n 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: \n https://www.investormeetcompany.com/sigmaroc-plc/register-investor \n Investors who already follow SigmaRoc on the Investor Meet Company platform will automatically be invited. \n   \n --------------------------------------------------------------------------------------------------------------------------- \n For further information, please contact: \n   \n \n \n \n \n SigmaRoc plc \n Max Vermorken (Chief Executive Officer) \n Jan van Beek (Chief Financial Officer) \n Tom Jenkins (Head of Investor Relations) \n   \n \n \n Tel: +44 (0) 207 002 1080 \n \n   \n [email protected] \n   \n \n \n \n \n Panmure Liberum (Nomad and Co-Broker) \n Scott Mathieson / John More / Dru Danford \n   \n \n \n Tel: +44 (0) 203 100 2000 \n   \n   \n \n \n \n \n Deutsche Numis (Co-Broker) \n Richard Thomas / Hannah Boros \n   \n Teneo (Public Relations) \n Harry Cameron / Camilla Cunningham \n   \n   \n \n \n Tel: +44 (0) 207 260 1000 \n   \n   \n Tel: +44 (0) 207 353 4200 \n   \n \n \n \n \n CHAIRMAN'S STATEMENT \n   \n 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. \n   \n A transformational acquisition, delivering good results \n   \n 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 . \n   \n 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. \n   \n Good strategic progress \n   \n 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. \n   \n 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. \n   \n Governance \n   \n 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. \n   \n   \n Well positioned for year ahead \n   \n 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. \n   \n 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. \n   \n   \n David Barrett \n Executive Chairman \n 14 March 2025 \n   \n   \n CEO's STRATEGIC REPORT \n   \n 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.  \n   \n 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. \n   \n Strong financial performance   \n   \n 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. \n   \n 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. \n   \n 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. \n   \n Proforma financial history \n   \n 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. \n   \n   \n \n \n \n \n Revenue by market \n \n \n 2024 \n \n \n 2023 \n \n \n YoY change \n \n \n \n \n Industrial \n \n \n £367m \n \n \n £395m \n \n \n -7.1% \n \n \n \n \n Environmental \n \n \n £205m \n \n \n £207m \n \n \n -1.0% \n \n \n \n \n Construction \n \n \n £470m \n \n \n £461m \n \n \n +2.0% \n \n \n \n \n   \n \n \n £1,042m \n \n \n £1,063m \n \n \n -2.0% \n \n \n \n \n   \n   \n \n \n \n \n Revenue by product \n \n \n 2024 \n \n \n 2023 \n \n \n YoY change \n \n \n \n \n High-grade minerals \n \n \n £763m \n \n \n £774m \n \n \n -1.4% \n \n \n \n \n Construction aggregates \n \n \n £115m \n \n \n £117m \n \n \n -1.7% \n \n \n \n \n Value-added products \n \n \n £164m \n \n \n £172m \n \n \n -4.7% \n \n \n \n \n   \n \n \n £1,042m \n \n \n £1,063m \n \n \n -2.0% \n \n \n \n \n   \n   \n \n \n \n \n Sales volume by product (tonnes) \n \n \n 2024 \n \n \n 2023 \n \n \n YoY change \n \n \n \n \n High-grade minerals \n \n \n 6.8mt \n \n \n 6.7mt \n \n \n +1.5% \n \n \n \n \n Construction aggregates \n \n \n 16.5mt \n \n \n 17.2mt \n \n \n -4.1% \n \n \n \n \n Value-added products \n \n \n 1.0mt \n \n \n 1.2mt \n \n \n -16.7% \n \n \n \n \n   \n \n \n 24.3mt \n \n \n 25.1mt \n \n \n -3.2% \n \n \n \n \n   \n   \n Regional proforma financial history \n   \n \n \n \n \n UK & Ireland \n \n \n 2024 \n \n \n 2023 \n \n \n YoY change \n \n \n \n \n Revenue \n \n \n £254m \n \n \n £255m \n \n \n -0.4% \n \n \n \n \n EBITDA 1 \n \n \n £58m \n \n \n £61m \n \n \n -4.9% \n \n \n \n \n   \n   \n \n \n \n \n Western Europe \n \n \n 2024 \n \n \n 2023 \n \n \n YoY change \n \n \n \n \n Revenue \n \n \n £63m \n \n \n £69m \n \n \n -8.7% \n \n \n \n \n EBITDA 1 \n \n \n £15m \n \n \n £19m \n \n \n -21.1% \n \n \n \n \n   \n \n \n \n \n Central Europe \n \n \n 2024 \n \n \n 2023 \n \n \n YoY change \n \n \n \n \n Revenue \n \n \n £461m \n \n \n £473m \n \n \n -2.5% \n \n \n \n \n EBITDA 1 \n \n \n £130m \n \n \n £120m \n \n \n +8.3% \n \n \n \n \n   \n \n \n \n \n Nordics \n \n \n 2024 \n \n \n 2023 \n \n \n YoY change \n \n \n \n \n Revenue \n \n \n £264m \n \n \n £266m \n \n \n -0.8% \n \n \n \n \n EBITDA 1 \n \n \n £53m \n \n \n £50m \n \n \n +6.0% \n \n \n \n \n   \n \n \n \n \n   \n \n \n 2024 \n \n \n 2023 \n \n \n YoY change \n \n \n \n \n Total Revenue \n \n \n £1,042m \n \n \n £1,063m \n \n \n -2.0% \n \n \n \n \n Total EBITDA 1 \n \n \n £242m \n \n \n £238m \n \n \n +1.8% \n \n \n \n \n   \n 1 EBITDA is stated after £14m (FY24) and £12m (FY23) corporate costs \n   \n Key takeaways from the above information are as follows: \n   \n ·      The Group is now broadly spread across three key end markets - industrial, environmental and construction, with no end market over 50% of the Group; \n ·      Regional performance was generally stable although there was some softness in Western Europe due to a disproportionate focus on construction; \n ·      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; \n ·      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. \n   \n   \n Clear strategic progress, synergy programme on-track \n   \n 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. \n   \n 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. \n   \n 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. \n   \n 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. \n   \n   \n Portfolio rationalisation through disposal of non-core assets \n   \n 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. \n   \n 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. \n   \n 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. \n   \n We expect to deliver further progress on the r ationalisation of non-core assets within the Group, with €20-25 million of remaining EBITDA related to non-core assets still available to be divested. \n   \n   \n Safety \n   \n 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. \n   \n 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. \n   \n Committed to sustainability \n   \n 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. \n   \n Non-Financial and Sustainability Information Statement \n   \n 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. \n   \n Driving innovation to support growth \n   \n 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. \n   \n Post period developments \n   \n 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. \n   \n 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. \n   \n   \n Positive start to 2025, well positioned to deliver \n   \n 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. \n   \n 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. \n   \n 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. \n   \n 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 . \n   \n   \n This report was approved by the Board on 14 March 2025. \n   \n   \n Max Vermorken \n Chief Executive Officer \n   \n CHIEF FINANCIAL OFFICER'S REPORT \n   \n 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. \n   \n 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). \n   \n 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). \n   \n 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. \n   \n \n \n \n \n   \n \n \n 2024 \n £'000 \n \n \n 2023 \n £'000 \n \n \n \n \n Cash and cash equivalents (continuing & discontinued operations) \n \n \n 132,300 \n \n \n 55,872 \n \n \n \n \n Revenue (continuing & discontinued operations) \n \n \n 997,614 \n \n \n 580,285 \n \n \n \n \n Underlying EBITDA \n \n \n 224,662 \n \n \n 116,688 \n \n \n \n \n Capital expenditure \n \n \n 75,017 \n \n \n 43,046 \n \n \n \n \n   \n 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. \n   \n 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. \n   \n Capital expenditures relate to purchases of land and minerals, new plant and machinery and improvements to existing infrastructure across the Group. \n   \n PPA \n   \n 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. \n   \n 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. \n   \n Non-underlying items \n   \n 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: \n   \n 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. \n   \n 2.   £9.5 million amortisation of acquired assets and adjustments to acquired assets. \n   \n 3.   £6.8 million in share-based payments relating to grants of options. \n   \n 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. \n   \n 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 . \n   \n 6.   £3.0 million on unwinding of discounts on deferred consideration payments for Harries and CRH Deal 1. \n   \n 7.   £2.5 million in other exceptional costs which primarily relate to non-cash balance sheet adjustments. \n   \n   \n Interest and tax \n   \n 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. \n   \n 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. \n \n Earnings per share \n   \n 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). \n   \n 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). \n   \n Statement of financial position \n   \n 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. \n   \n Cash flow \n   \n 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. \n   \n Net debt \n   \n Net debt at 31 December 2024 was £509.5 million (2023: £182.4 million). \n   \n Bank facilities \n   \n 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. \n   \n The New Debt Facilities comprise a €600 million committed term facility, €150 million revolving credit facility and a further €100 million uncommitted accordion. \n   \n 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. \n   \n The Group's  New Debt Facilities are subject to covenants which are tested monthly and certified quarterly. These covenants are: \n ·      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 \n ·      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. \n   \n 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: \n -       2% for months 0 - 6 \n -       3% for months 7 - 12 \n -       4% for months 13 - 18 (assuming exercise of the first extension option) \n -       5% for months 19 - 24 (assuming exercise of the second extension option) \n   \n 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. \n   \n 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. \n   \n Capital allocation \n   \n 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. \n   \n Dividends \n   \n 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). \n   \n Share buy-backs \n   \n 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. \n   \n Post balance sheet events \n   \n 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. \n   \n   \n This report was approved by the Board on 14 March 2025 and signed on its behalf. \n   \n   \n Jan van Beek \n Chief Financial Officer \n   \n   \n   \n DIRECTORS' REPORT \n   \n The Directors present their report, together with the audited Financial Statements, for the year ended 31 December 2024.   \n   \n Principal activities   \n 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 . \n   \n Board composition and head office \n 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 . \n   \n Risk management \n 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. \n   \n Details of the Group's financial risk management policies are set out in Note 3 to the Financial Statements. \n   \n Results and dividends   \n 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. \n   \n Stated capital   \n Details of the Company's shares in issue are set out in Note 28 to the Financial Statements.   \n   \n Directors   \n The following Directors served during the year:   \n   \n \n \n \n \n Director \n \n \n Position \n \n \n \n \n David Barrett \n \n \n Chairman \n \n \n \n \n Max Vermorken \n \n \n Chief Executive Officer \n \n \n \n \n Garth Palmer \n \n \n Chief Financial Officer (Resigned December 2024) \n \n \n \n \n Tim Hall \n \n \n Independent Non-Executive Director \n \n \n \n \n Simon Chisholm \n \n \n Independent Non-Executive Director \n \n \n \n \n Jacques Emsens \n \n \n Independent Non-Executive Director \n \n \n \n \n Axelle Henry \n \n \n Independent Non-Executive Director \n \n \n \n \n Peter Johnson \n \n \n Independent Non-Executive Director (Joined April 2024) \n \n \n \n \n Francesca Medda \n \n \n Independent Non-Executive Director (Joined April 2024) \n \n \n \n \n   \n Directors & Directors' interests \n   \n 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: \n   \n \n \n \n \n   \n \n \n 31 December 2024 \n \n \n 31 December 2023 \n \n \n \n \n   \n \n \n Ordinary Shares \n \n \n Vested Options \n \n \n Ordinary Shares \n \n \n Vested Options \n \n \n \n \n Max Vermorken \n \n \n 1,037,561 \n \n \n 15,547,869 \n \n \n 827,034 \n \n \n 11,807,349 \n \n \n \n \n David Barrett \n \n \n 3,940,234 \n \n \n 7,201,494 \n \n \n 3,434,180 \n \n \n 5,638,674 \n \n \n \n \n Garth Palmer \n \n \n 829,666 \n \n \n 7,245,874 \n \n \n 671,776 \n \n \n 3,326,014 \n \n \n \n \n Tim Hall \n \n \n 442,282 \n \n \n 750,000 \n \n \n 400,176 \n \n \n 750,000 \n \n \n \n \n Simon Chisholm \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n \n \n Jacques Emsens \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n \n \n Axelle Henry \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n \n \n Peter Johnson \n \n \n 110,062 \n \n \n - \n \n \n - \n \n \n - \n \n \n \n \n Francesca Medda \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n \n \n   \n Further details on options can be found in Note 29 to the Financial Statements. \n   \n Details on the remuneration of the Directors can be found in Note 10 to the Financial Statements. \n   \n Substantial Shareholdings   \n 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 : \n   \n \n \n \n \n Shareholder \n \n \n Shares held \n \n \n Percentage of holdings \n \n \n \n \n FMR \n \n \n 1 11,485,453 \n \n \n 10.0% \n \n \n \n \n Capital Research Global Investors \n \n \n 89,188,362 \n \n \n 8.0% \n \n \n \n \n Conversant Capital \n \n \n 65,947,368 \n \n \n 5.9% \n \n \n \n \n Invesco \n \n \n 49,369,862 \n \n \n 4.4% \n \n \n \n \n BGF \n \n \n 46,105,973 \n \n \n 4.1% \n \n \n \n \n Rettig Group \n \n \n 44,229,181 \n \n \n 4.0% \n \n \n \n \n Janus Henderson \n \n \n 44,140,337 \n \n \n 4.0% \n \n \n \n \n Slater Investments \n \n \n 37,630,812 \n \n \n 3.4% \n \n \n \n \n Polar Capital \n \n \n 33,788,173 \n \n \n 3.0% \n \n \n \n \n   \n Inheritance tax \n 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. \n   \n 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. \n   \n Employees   \n 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.   \n   \n Political contribution \n The Group did not make any contributions to political parties during either the current or the previous year. \n   \n Annual General Meeting   \n 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.  \n   \n Viability statement   \n 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.   \n   \n   \n Corporate responsibility \n   \n Environmental \n   \n SigmaRoc undertakes its activities in a manner that minimises or eliminates negative environmental impacts and maximises positive impacts of an environmental nature. \n   \n Health and safety \n   \n 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. \n   \n Internal controls \n   \n 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. \n   \n Further details on corporate governance can be found in the Corporate Governance Report. \n   \n Going concern \n 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. \n   \n 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. \n   \n Directors' and officers' indemnity insurance \n   \n 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. \n   \n Events after the reporting period \n   \n Events after the reporting period are set out in Note 38 to the Financial Statements. \n   \n Policy and practice on payment of creditors \n   \n 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). \n   \n Future developments \n   \n Details of future developments for the Group are disclosed in the Chairman's Statement and the CEO's Strategic Report. \n   \n Provision of information to Auditor \n   \n So far as each of the Directors is aware at the time this report is approved: \n   \n ·    there is no relevant audit information of which the Group's auditor is unaware; and \n ·    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. \n   \n Auditor \n   \n PKF Littlejohn LLP has signified its willingness to continue in office as auditor. \n   \n This report was approved by the Board on 14 March 2025. \n   \n   \n   \n Jan van Beek \n   \n   \n STATEMENT OF DIRECTORS' RESPONSIBILITIES \n   \n 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. \n   \n 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: \n   \n ·      select suitable accounting policies and then apply them consistently; \n   \n ·      make judgments and accounting estimates that are reasonable and prudent; \n   \n ·      state whether applicable UK-adopted IAS have been followed, subject to any material departures disclosed and explained in the financial statements; and \n   \n ·      prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business. \n   \n 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. \n   \n 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. \n   \n The Company is compliant with AIM Rule 26 regarding the Company's website. \n   \n The Directors confirm that they have complied with the above requirements in preparing the Financial Statements. \n   \n   \n CONSOLIDATED INCOME STATEMENT \n FOR THE YEAR ENDED 31 DECEMBER 2024 \n   \n \n \n \n \n   \n \n \n   \n \n \n Year ended 31 December 2024 \n \n \n Restated 1 - Year ended 31 December 2023 \n \n \n \n \n   \n \n \n   \n \n \n Underlying \n \n \n Non-underlying 2 (Note 11) \n \n \n Total \n \n \n Underlying \n \n \n Non-underlying 2 (Note 11) \n \n \n Total \n \n \n \n \n Continued operations \n \n \n Note \n \n \n £'000 \n \n \n £'000 \n \n \n £'000 \n \n \n £'000 \n \n \n £'000 \n \n \n £'000 \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Revenue 3 \n \n \n 7 \n \n \n 962,506 \n \n \n - \n \n \n 962,506 \n \n \n 541,651 \n \n \n - \n \n \n 541,651 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Cost of sales \n \n \n 8 \n \n \n (720,023) \n \n \n (13,911) \n \n \n (733,934) \n \n \n (409,800) \n \n \n (8,296) \n \n \n (418,096) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Gross profit \n \n \n   \n \n \n 242,483 \n \n \n (13,911) \n \n \n 228,572 \n \n \n 131,851 \n \n \n (8,296) \n \n \n 123,555 \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Administrative expenses \n \n \n 8 \n \n \n (81,854) \n \n \n (63,770) \n \n \n (145,624) \n \n \n (53,474) \n \n \n (34,165) \n \n \n (87,639) \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Profit from operations \n \n \n \n \n \n 160,629 \n \n \n (77,681) \n \n \n 82,948 \n \n \n 78,377 \n \n \n (42,461) \n \n \n 35,916 \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Net finance (expense)/income \n \n \n 12 \n \n \n (44,233) \n \n \n (8,586) \n \n \n (52,819) \n \n \n (14,274) \n \n \n (1,528) \n \n \n (15,802) \n \n \n \n \n Other net gains / (losses) \n \n \n 13 \n \n \n 1,169 \n \n \n 13,191 \n \n \n 14,360 \n \n \n 1,694 \n \n \n 1,411 \n \n \n 3,105 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Profit/(loss) before tax \n \n \n   \n \n \n 117,565 \n \n \n (73,076) \n \n \n 44,489 \n \n \n 65,797 \n \n \n (42,578) \n \n \n 23,219 \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Tax expense \n \n \n 15 \n \n \n (20,990) \n \n \n 4,458 \n \n \n (16,531) \n \n \n (11,560) \n \n \n 1,149 \n \n \n (10,411) \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Profit/(loss) from continuing operations \n \n \n   \n \n \n 96,575 \n \n \n (68,618) \n \n \n 27,958 \n \n \n 54,237 \n \n \n (41,429) \n \n \n 12,808 \n \n \n \n \n Discontinued operations \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Profit/(loss) from discontinued operations \n \n \n 14 \n \n \n 1,574 \n \n \n (895) \n \n \n 678 \n \n \n 4,548 \n \n \n (638) \n \n \n 3,910 \n \n \n \n \n Profit/(loss) \n \n \n   \n \n \n 98,149 \n \n \n (69,513) \n \n \n 28,636 \n \n \n 58,785 \n \n \n (42,067) \n \n \n 16,718 \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Profit/(loss) attributable to: \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Owners of the parent - continuing \n \n \n \n \n \n 91,195 \n \n \n (68,618) \n \n \n 22,578 \n \n \n 51,053 \n \n \n (41,429) \n \n \n 9,624 \n \n \n \n \n Owners of the parent - discontinued \n \n \n 14 \n \n \n 1,574 \n \n \n (895) \n \n \n 678 \n \n \n 4,548 \n \n \n (638) \n \n \n 3,910 \n \n \n \n \n Non-controlling interest \n \n \n 31 \n \n \n 5,380 \n \n \n - \n \n \n 5,380 \n \n \n 3,184 \n \n \n - \n \n \n 3,184 \n \n \n \n \n \n \n \n \n \n \n 98,149 \n \n \n (69,513) \n \n \n 28,636 \n \n \n 58,785 \n \n \n (42,067) \n \n \n 16,718 \n \n \n \n \n Continuing basic earnings per share attributable to owners of the parent (expressed in pence per share) 4 \n \n \n 32 \n \n \n 8.21 \n \n \n (6.17) \n \n \n 2.04 \n \n \n 7.46 \n \n \n (6.05) \n \n \n 1.41 \n \n \n \n \n Continuing diluted earnings per share attributable to owners of the parent (expressed in pence per share) 4 \n \n \n 32 \n \n \n 7.62 \n \n \n (5.73) \n \n \n 1.89 \n \n \n 7.15 \n \n \n (5.80) \n \n \n 1.35 \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n   \n 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. \n 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. \n 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. \n 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. \n   \n CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME \n FOR THE YEAR ENDED 31 DECEMBER 2024 \n   \n \n \n \n \n   \n \n \n   \n \n \n Year ended 31 December 2024 \n \n \n Year ended 31 December 2023 \n \n \n \n \n   \n \n \n Note \n \n \n £'000 \n \n \n £'000 \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n Profit/(loss) for the year \n \n \n   \n \n \n 28,636 \n \n \n 16,718 \n \n \n \n \n Other comprehensive income: \n \n \n \n \n \n \n \n \n \n \n \n \n \n Items that will or may be reclassified to profit or loss: \n \n \n \n \n \n \n \n \n \n \n \n \n \n FX translation reserve \n \n \n \n \n \n (610) \n \n \n (3,223) \n \n \n \n \n Cash flow hedges - effective portion of changes in fair value \n \n \n \n \n \n (1,121) \n \n \n (5,468) \n \n \n \n \n Remeasurement of the net defined benefits liability \n \n \n \n \n \n (108) \n \n \n (38) \n \n \n \n \n Other comprehensive income, net of tax \n \n \n   \n \n \n (1,839) \n \n \n (8,729) \n \n \n \n \n Total comprehensive income \n \n \n \n \n \n 26,797 \n \n \n 7,989 \n \n \n \n \n   \n \n \n \n \n \n   \n \n \n   \n \n \n \n \n Total comprehensive income attributable to: \n \n \n \n \n \n \n \n \n \n \n \n \n \n Owners of the parent - continuing \n \n \n \n \n \n 22,298 \n \n \n 1,016 \n \n \n \n \n Owners of the parent - discontinued \n \n \n \n \n \n 672 \n \n \n 3,903 \n \n \n \n \n Non-controlling interests \n \n \n \n \n \n 3,827 \n \n \n 3,070 \n \n \n \n \n Total comprehensive income for the period \n \n \n \n \n \n 26,797 \n \n \n 7,989 \n \n \n \n \n   \n   \n   \n STATEMENT OF FINANCIAL POSITION \n AS AT 31 DECEMBER 2024 \n   \n \n \n \n \n   \n \n \n   \n \n \n Consolidated \n \n \n   \n \n \n Company \n \n \n \n \n   \n \n \n   \n \n \n 31 December 2024 \n \n \n 31 December 2023 \n \n \n   \n \n \n 31 December 2024 \n \n \n 31 December 2023 \n \n \n \n \n   \n \n \n Note \n \n \n £'000 \n \n \n £'000 \n \n \n   \n \n \n £'000 \n \n \n £'000 \n \n \n \n \n Non-current assets \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Property, plant and equipment \n \n \n 16 \n \n \n 1,238,945 \n \n \n 572,562 \n \n \n \n \n \n 649 \n \n \n 166 \n \n \n \n \n Intangible assets \n \n \n 17 \n \n \n 463,500 \n \n \n 188,048 \n \n \n \n \n \n 92 \n \n \n - \n \n \n \n \n Available for sale assets \n \n \n \n \n \n 250 \n \n \n 250 \n \n \n \n \n \n 250 \n \n \n 250 \n \n \n \n \n Investments in subsidiary undertakings \n \n \n 18 \n \n \n - \n \n \n - \n \n \n \n \n \n 1,096,530 \n \n \n 567,305 \n \n \n \n \n Investment in equity-accounted associate \n \n \n 19 \n \n \n 531 \n \n \n 605 \n \n \n \n \n \n - \n \n \n - \n \n \n \n \n Investment in joint ventures \n \n \n 19 \n \n \n 6,212 \n \n \n 6,448 \n \n \n \n \n \n 411 \n \n \n 412 \n \n \n \n \n Derivative financial asset \n \n \n 33 \n \n \n 9 \n \n \n 1,369 \n \n \n \n \n \n - \n \n \n - \n \n \n \n \n Other receivables \n \n \n 20 \n \n \n 13,724 \n \n \n 3,398 \n \n \n \n \n \n 11,289 \n \n \n - \n \n \n \n \n Deferred tax asset \n \n \n 15 \n \n \n 331 \n \n \n 38 \n \n \n \n \n \n - \n \n \n - \n \n \n \n \n \n \n \n \n \n \n 1,723,502 \n \n \n 772,718 \n \n \n   \n \n \n 1,109,221 \n \n \n 568,133 \n \n \n \n \n Current assets \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Trade and other receivables \n \n \n 20 \n \n \n 158,205 \n \n \n 99,034 \n \n \n \n \n \n 16,408 \n \n \n 5,332 \n \n \n \n \n Inventories \n \n \n 21 \n \n \n 127,682 \n \n \n 84,309 \n \n \n \n \n \n - \n \n \n - \n \n \n \n \n Cash and cash equivalents \n \n \n 22 \n \n \n 131,356 \n \n \n 55,872 \n \n \n \n \n \n 25,363 \n \n \n 7,925 \n \n \n \n \n Derivative financial asset \n \n \n 33 \n \n \n 505 \n \n \n 3,328 \n \n \n \n \n \n - \n \n \n - \n \n \n \n \n   \n \n \n \n \n \n 417,748 \n \n \n 242,543 \n \n \n   \n \n \n 41,771 \n \n \n 13,257 \n \n \n \n \n Disposal group classified as held for sale \n \n \n 14 \n \n \n 7,172 \n \n \n - \n \n \n   \n \n \n - \n \n \n - \n \n \n \n \n Total assets \n \n \n \n \n \n 2,148,422 \n \n \n 1,015,261 \n \n \n   \n \n \n 1,150,992 \n \n \n 581,390 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Current liabilities \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Trade and other payables \n \n \n 23 \n \n \n 284,046 \n \n \n 158,199 \n \n \n \n \n \n 22,801 \n \n \n 34,082 \n \n \n \n \n Derivative financial liabilities \n \n \n 33 \n \n \n 1,343 \n \n \n 3,926 \n \n \n \n \n \n - \n \n \n 1,253 \n \n \n \n \n Provisions \n \n \n 25 \n \n \n 14,886 \n \n \n 8,489 \n \n \n \n \n \n - \n \n \n - \n \n \n \n \n Borrowings \n \n \n 24 \n \n \n 64,788 \n \n \n 37,504 \n \n \n \n \n \n 49,853 \n \n \n 29,543 \n \n \n \n \n Current tax payable \n \n \n 15 \n \n \n 11,309 \n \n \n 3,844 \n \n \n \n \n \n - \n \n \n - \n \n \n \n \n   \n \n \n \n \n \n 376,372 \n \n \n 211,962 \n \n \n   \n \n \n 72,654 \n \n \n 64,878 \n \n \n \n \n Non-current liabilities \n \n \n \n \n \n   \n \n \n \n \n \n   \n \n \n   \n \n \n \n \n \n \n \n Borrowings \n \n \n 24 \n \n \n 577,044 \n \n \n 200,792 \n \n \n \n \n \n 535,387 \n \n \n 174,090 \n \n \n \n \n Employee benefit liabilities \n \n \n \n \n \n 1,418 \n \n \n 1,305 \n \n \n \n \n \n - \n \n \n - \n \n \n \n \n Deferred tax liabilities \n \n \n 15 \n \n \n 196,288 \n \n \n 72,219 \n \n \n \n \n \n - \n \n \n - \n \n \n \n \n Derivative financial liabilities \n \n \n \n \n \n 18 \n \n \n 1,167 \n \n \n \n \n \n - \n \n \n - \n \n \n \n \n Provisions \n \n \n 25 \n \n \n 87,041 \n \n \n 4,724 \n \n \n \n \n \n - \n \n \n - \n \n \n \n \n Other payables \n \n \n 23 \n \n \n 155,030 \n \n \n 8,208 \n \n \n \n \n \n 5,692 \n \n \n 5,260 \n \n \n \n \n \n \n \n \n \n \n 1,016,839 \n \n \n 288,415 \n \n \n   \n \n \n 541,079 \n \n \n 179,350 \n \n \n \n \n Disposal group classified as held for sale \n \n \n 14 \n \n \n 1,543 \n \n \n - \n \n \n   \n \n \n - \n \n \n - \n \n \n \n \n Total liabilities \n \n \n \n \n \n 1,394,754 \n \n \n 500,377 \n \n \n   \n \n \n 613,733 \n \n \n 244,228 \n \n \n \n \n Net assets \n \n \n \n \n \n 753,668 \n \n \n 514,884 \n \n \n   \n \n \n 537,259 \n \n \n 337,162 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Equity attributable to owners of the parent \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Share capital \n \n \n 28 \n \n \n 11,149 \n \n \n 6,939 \n \n \n \n \n \n 11,149 \n \n \n 6,939 \n \n \n \n \n Share premium \n \n \n 28 \n \n \n 191,458 \n \n \n - \n \n \n \n \n \n 191,458 \n \n \n - \n \n \n \n \n Share option reserve \n \n \n 29 \n \n \n 18,410 \n \n \n 11,482 \n \n \n \n \n \n 18,410 \n \n \n 11,482 \n \n \n \n \n Other reserves \n \n \n 30 \n \n \n (30) \n \n \n 629 \n \n \n \n \n \n 600 \n \n \n 600 \n \n \n \n \n Retained earnings \n \n \n \n \n \n 503,779 \n \n \n 481,691 \n \n \n \n \n \n 315,642 \n \n \n 318,141 \n \n \n \n \n Equity attributable to owners of the parent \n \n \n \n \n \n 724,766 \n \n \n 500,741 \n \n \n   \n \n \n 537,259 \n \n \n 337,162 \n \n \n \n \n Non-controlling interest \n \n \n 31 \n \n \n 28,902 \n \n \n 14,143 \n \n \n \n \n \n - \n \n \n - \n \n \n \n \n Total equity \n \n \n \n \n \n 753,668 \n \n \n 514,884 \n \n \n   \n \n \n 537,259 \n \n \n 337,162 \n \n \n \n \n   \n   \n 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. \n   \n 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). \n   \n The Financial Statements were approved and authorised for issue by the Board of Directors on 14 March 2025 were signed on its behalf by: \n   \n   \n Jan van Beek \n Chief Financial Officer \n   \n CONSOLIDATED STATEMENT OF CHANGES IN EQUITY \n FOR THE YEAR ENDED 31 DECEMBER 2024 \n   \n \n \n \n \n   \n \n \n   \n \n \n Share \n capital \n \n \n Share premium \n \n \n Share option reserve \n \n \n Other reserves \n \n \n Retained earnings \n \n \n Total \n \n \n Non-controlling interest \n \n \n Total \n \n \n \n \n   \n \n \n Note \n \n \n £'000 \n \n \n £'000 \n \n \n £'000 \n \n \n £'000 \n \n \n £'000 \n \n \n £'000 \n \n \n £'000 \n \n \n £'000 \n \n \n \n \n Balance as at 1 January 2023 \n \n \n \n \n \n 6,383 \n \n \n 400,022 \n \n \n 7,483 \n \n \n 10,261 \n \n \n 33,969 \n \n \n 458,118 \n \n \n 11,732 \n \n \n 469,850 \n \n \n \n \n Profit for the year \n \n \n \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n 13,534 \n \n \n 13,534 \n \n \n 3,184 \n \n \n 16,718 \n \n \n \n \n Currency translation differences \n \n \n \n \n \n - \n \n \n - \n \n \n - \n \n \n (3,109) \n \n \n - \n \n \n (3,109) \n \n \n (114) \n \n \n (3,223) \n \n \n \n \n Other comprehensive income \n \n \n \n \n \n - \n \n \n - \n \n \n - \n \n \n (5,506) \n \n \n - \n \n \n (5,506) \n \n \n - \n \n \n (5,506) \n \n \n \n \n Total comprehensive income for the period \n \n \n \n \n \n - \n \n \n - \n \n \n - \n \n \n (8,615) \n \n \n 13,534 \n \n \n 4,919 \n \n \n 3,070 \n \n \n 7,989 \n \n \n \n \n Contributions by and distributions to owners \n \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Acquired via acquisition \n \n \n \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n 616 \n \n \n 616 \n \n \n \n \n Issue of share capital \n \n \n 28 \n \n \n 556 \n \n \n 29,444 \n \n \n - \n \n \n - \n \n \n - \n \n \n 30,000 \n \n \n - \n \n \n 30,000 \n \n \n \n \n Issue costs \n \n \n \n \n \n - \n \n \n (782) \n \n \n - \n \n \n - \n \n \n - \n \n \n (782) \n \n \n - \n \n \n (782) \n \n \n \n \n Share based payments \n \n \n   \n \n \n - \n \n \n - \n \n \n 4,002 \n \n \n - \n \n \n - \n \n \n 4,002 \n \n \n - \n \n \n 4,002 \n \n \n \n \n Exercise of share options \n \n \n   \n \n \n - \n \n \n - \n \n \n (3) \n \n \n - \n \n \n 3 \n \n \n - \n \n \n - \n \n \n - \n \n \n \n \n Dividends \n \n \n   \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n (1,275) \n \n \n (1,275) \n \n \n \n \n Other equity adjustments \n \n \n   \n \n \n - \n \n \n (428,684) \n \n \n - \n \n \n (1,017) \n \n \n 434,185 \n \n \n 4,484 \n \n \n - \n \n \n 4,484 \n \n \n \n \n Total contributions by and distributions to owners \n \n \n   \n \n \n 556 \n \n \n (400,022) \n \n \n 3,999 \n \n \n (1,017) \n \n \n 434,188 \n \n \n 37,704 \n \n \n (659) \n \n \n 37,045 \n \n \n \n \n Balance as at 31 December 2023 \n \n \n   \n \n \n 6,939 \n \n \n - \n \n \n 11,482 \n \n \n 629 \n \n \n 481,691 \n \n \n 500,741 \n \n \n 14,143 \n \n \n 514,884 \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Balance as at 1 January 2024 \n \n \n   \n \n \n 6,939 \n \n \n - \n \n \n 11,482 \n \n \n 629 \n \n \n 481,691 \n \n \n 500,741 \n \n \n 14,143 \n \n \n 514,884 \n \n \n \n \n Profit for the year \n \n \n   \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n 23,256 \n \n \n 23,256 \n \n \n 5,380 \n \n \n 28,636 \n \n \n \n \n Currency translation differences \n \n \n   \n \n \n - \n \n \n - \n \n \n - \n \n \n 943 \n \n \n - \n \n \n 943 \n \n \n (1,553) \n \n \n (610) \n \n \n \n \n Other comprehensive income \n \n \n   \n \n \n - \n \n \n - \n \n \n - \n \n \n (1,229) \n \n \n - \n \n \n (1,229) \n \n \n - \n \n \n (1,229) \n \n \n \n \n Total comprehensive income for the period \n \n \n   \n \n \n - \n \n \n - \n \n \n - \n \n \n (286) \n \n \n 23,256 \n \n \n 22,970 \n \n \n 3,827 \n \n \n 26,797 \n \n \n \n \n Contributions by and distributions to owners \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n \n \n \n \n \n \n Acquired via acquisition \n \n \n \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n 13,833 \n \n \n 13,833 \n \n \n \n \n Issue of share capital \n \n \n 28 \n \n \n 4,210 \n \n \n 195,790 \n \n \n - \n \n \n - \n \n \n - \n \n \n 200,000 \n \n \n - \n \n \n 200,000 \n \n \n \n \n Issue costs \n \n \n 28 \n \n \n - \n \n \n (4,332) \n \n \n - \n \n \n - \n \n \n - \n \n \n (4,332) \n \n \n - \n \n \n (4,332) \n \n \n \n \n Share based payments \n \n \n \n \n \n - \n \n \n - \n \n \n 6,942 \n \n \n - \n \n \n - \n \n \n 6,942 \n \n \n - \n \n \n 6,942 \n \n \n \n \n Exercise of share options \n \n \n \n \n \n - \n \n \n - \n \n \n (14) \n \n \n - \n \n \n 14 \n \n \n - \n \n \n - \n \n \n - \n \n \n \n \n Dividends \n \n \n \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n (3,053) \n \n \n (3,053) \n \n \n \n \n Other equity adjustments \n \n \n 28 \n \n \n - \n \n \n - \n \n \n - \n \n \n (373) \n \n \n (1,182) \n \n \n (1,555) \n \n \n 152 \n \n \n (1,403) \n \n \n \n \n Total contributions by and distributions to owners \n \n \n   \n \n \n 4,210 \n \n \n 191,458 \n \n \n 6,928 \n \n \n (373) \n \n \n (1,168) \n \n \n 201,055 \n \n \n 10,932 \n \n \n 211,987 \n \n \n \n \n Balance as at 31 December 2024 \n \n \n   \n \n \n 11,149 \n \n \n 191,458 \n \n \n 18,410 \n \n \n (30) \n \n \n 503,779 \n \n \n 724,766 \n \n \n 28,902 \n \n \n 753,668 \n \n \n \n \n   \n   \n   \n   \n   \n COMPANY STATEMENT OF CHANGES IN EQUITY \n FOR THE YEAR ENDED 31 DECEMBER 2024 \n   \n \n \n \n \n   \n \n \n   \n \n \n Share \n capital \n \n \n Share premium \n \n \n Share option reserve \n \n \n Other reserves \n \n \n Retained earnings \n \n \n Total \n \n \n \n \n   \n \n \n Note \n \n \n £'000 \n \n \n £'000 \n \n \n £'000 \n \n \n £'000 \n \n \n £'000 \n \n \n £'000 \n \n \n \n \n Balance as at 1 January 2023 \n \n \n \n \n \n 6,383 \n \n \n 400,022 \n \n \n 7,483 \n \n \n 1,362 \n \n \n (68,368) \n \n \n 346,882 \n \n \n \n \n Profit/(Loss) \n \n \n \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n (42,940) \n \n \n (42,940) \n \n \n \n \n Total comprehensive income for the period \n \n \n   \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n (42,940) \n \n \n (42,940) \n \n \n \n \n Contributions by and distributions to owners \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n Issue of share capital \n \n \n   \n \n \n 556 \n \n \n 29,444 \n \n \n - \n \n \n - \n \n \n - \n \n \n 30,000 \n \n \n \n \n Issue costs \n \n \n \n \n \n - \n \n \n (782) \n \n \n - \n \n \n - \n \n \n - \n \n \n (782) \n \n \n \n \n Share based payments \n \n \n \n \n \n - \n \n \n - \n \n \n 4,002 \n \n \n - \n \n \n - \n \n \n 4,002 \n \n \n \n \n Exercise of share options \n \n \n \n \n \n - \n \n \n - \n \n \n (3) \n \n \n - \n \n \n 3 \n \n \n - \n \n \n \n \n Other equity adjustments \n \n \n \n \n \n - \n \n \n (428,684) \n \n \n - \n \n \n (762) \n \n \n 429,446 \n \n \n - \n \n \n \n \n Total contributions by and distributions to owners \n \n \n   \n \n \n 556 \n \n \n (400,022) \n \n \n 3,999 \n \n \n (762) \n \n \n 429,449 \n \n \n 33,220 \n \n \n \n \n Balance as at 31 December 2023 \n \n \n   \n \n \n 6,939 \n \n \n - \n \n \n 11,482 \n \n \n 600 \n \n \n 318,141 \n \n \n 337,162 \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Balance as at 1 January 2024 \n \n \n   \n \n \n 6,939 \n \n \n - \n \n \n 11,482 \n \n \n 600 \n \n \n 318,141 \n \n \n 337,162 \n \n \n \n \n Profit/(Loss) \n \n \n   \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n (2,513) \n \n \n (2,513) \n \n \n \n \n Total comprehensive income for the period \n \n \n   \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n (2,513) \n \n \n (2,513) \n \n \n \n \n Contributions by and distributions to owners \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Issue of share capital \n \n \n \n \n \n 4,210 \n \n \n 195,790 \n \n \n - \n \n \n - \n \n \n - \n \n \n 200,000 \n \n \n \n \n Issue costs \n \n \n 28 \n \n \n - \n \n \n (4,332) \n \n \n - \n \n \n - \n \n \n - \n \n \n (4,332) \n \n \n \n \n Share based payments \n \n \n \n \n \n - \n \n \n - \n \n \n 6,942 \n \n \n - \n \n \n - \n \n \n 6,942 \n \n \n \n \n Exercise of share options \n \n \n \n \n \n - \n \n \n - \n \n \n (14) \n \n \n - \n \n \n 14 \n \n \n - \n \n \n \n \n Other equity adjustments \n \n \n \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n \n \n Total contributions by and distributions to owners \n \n \n   \n \n \n 4,210 \n \n \n 191,458 \n \n \n 6,928 \n \n \n - \n \n \n 14 \n \n \n 202,610 \n \n \n \n \n Balance as at 31 December 2024 \n \n \n   \n \n \n 11,149 \n \n \n 191,458 \n \n \n 18,410 \n \n \n 600 \n \n \n 315,642 \n \n \n 537,259 \n \n \n \n \n   \n   \n   \n CASH FLOW STATEMENTS \n FOR THE YEAR ENDED 31 DECEMBER 2024 \n   \n \n \n \n \n   \n \n \n   \n \n \n Consolidated \n \n \n   \n \n \n Company \n \n \n \n \n   \n \n \n   \n \n \n Year ended 31 December 2024 \n \n \n Year ended 31 December 2023 \n \n \n   \n \n \n Year ended 31 December 2024 \n \n \n Year ended 31 December 2023 \n \n \n \n \n   \n \n \n Note \n \n \n £'000 \n \n \n £'000 \n \n \n   \n \n \n £'000 \n \n \n £'000 \n \n \n \n \n Cash flows from operating activities \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Profit/(loss) from continuing operations \n \n \n \n \n \n 27,958 \n \n \n 16,718 \n \n \n \n \n \n (2,499) \n \n \n (42,941) \n \n \n \n \n Profit/(loss) from discontinued operations \n \n \n \n \n \n 678 \n \n \n - \n \n \n \n \n \n - \n \n \n - \n \n \n \n \n Adjustments for: \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Depreciation and amortisation - continuing operations \n \n \n 16 \n 17 \n \n \n 72,062 \n \n \n 39,434 \n \n \n \n \n \n 156 \n \n \n 109 \n \n \n \n \n Discontinued operations \n \n \n \n \n \n 3,001 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Share option expense \n \n \n \n \n \n 6,930 \n \n \n 4,001 \n \n \n \n \n \n 6,930 \n \n \n 4,001 \n \n \n \n \n Fair value movement on EBT shares \n \n \n 13 \n \n \n (4,937) \n \n \n - \n \n \n \n \n \n (4,937) \n \n \n - \n \n \n \n \n Gain on sale of investments \n \n \n 13 \n \n \n (8,298) \n \n \n - \n \n \n \n \n \n (12,110) \n \n \n - \n \n \n \n \n Loss/(gain) on sale of PP&E \n \n \n \n \n \n (317) \n \n \n (3,032) \n \n \n \n \n \n - \n \n \n - \n \n \n \n \n Net finance costs \n \n \n \n \n \n 52,819 \n \n \n 15,865 \n \n \n \n \n \n (466) \n \n \n 8,703 \n \n \n \n \n Income tax expense \n \n \n 15 \n \n \n 16,531 \n \n \n 11,279 \n \n \n \n \n \n - \n \n \n - \n \n \n \n \n Share of earnings from joint ventures \n \n \n \n \n \n (316) \n \n \n (596) \n \n \n \n \n \n - \n \n \n - \n \n \n \n \n Non-cash items \n \n \n \n \n \n 44 \n \n \n (869) \n \n \n \n \n \n (9,291) \n \n \n (2,120) \n \n \n \n \n Increase in trade and other receivables \n \n \n \n \n \n (25,827) \n \n \n (8,613) \n \n \n \n \n \n (11,656) \n \n \n (2,132) \n \n \n \n \n (Increase)/decrease in inventories \n \n \n \n \n \n (10,278) \n \n \n (13,159) \n \n \n \n \n \n - \n \n \n - \n \n \n \n \n Increase/(decrease) in trade and other payables \n \n \n \n \n \n 3,664 \n \n \n 14,637 \n \n \n \n \n \n (8,087) \n \n \n 19,888 \n \n \n \n \n Decrease in provisions \n \n \n \n \n \n 8,541 \n \n \n 934 \n \n \n \n \n \n - \n \n \n - \n \n \n \n \n Income tax paid \n \n \n \n \n \n (25,231) \n \n \n (11,194) \n \n \n \n \n \n - \n \n \n - \n \n \n \n \n Net cash inflows/(outflows) from operating activities \n \n \n \n \n \n 117,024 \n \n \n 65,405 \n \n \n   \n \n \n (41,960) \n \n \n (14,492) \n \n \n \n \n Investing activities \n \n \n \n \n \n   \n \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Purchase of property, plant and equipment  \n \n \n 16 \n \n \n (71,559) \n \n \n (40,190) \n \n \n \n \n \n (630) \n \n \n (18) \n \n \n \n \n Sale of property, plant and equipment \n \n \n \n \n \n 8,117 \n \n \n 5,890 \n \n \n \n \n \n - \n \n \n - \n \n \n \n \n Purchase of intangible assets \n \n \n 17 \n \n \n (3,458) \n \n \n (2,857) \n \n \n \n \n \n (100) \n \n \n - \n \n \n \n \n Purchase of available for sale assets \n \n \n \n \n \n - \n \n \n (250) \n \n \n \n \n \n - \n \n \n (250) \n \n \n \n \n Investment in joint venture \n \n \n \n \n \n - \n \n \n (411) \n \n \n \n \n \n - \n \n \n (411) \n \n \n \n \n Proceeds of sale of subsidiary \n \n \n \n \n \n 30,388 \n \n \n 1,822 \n \n \n \n \n \n 30,388 \n \n \n - \n \n \n \n \n Acquisition of businesses (net of cash acquired) \n \n \n 34 \n \n \n (548,614) \n \n \n (30,169) \n \n \n \n \n \n (204,380) \n \n \n (6,760) \n \n \n \n \n Dividends received \n \n \n \n \n \n - \n \n \n - \n \n \n \n \n \n 2,524 \n \n \n - \n \n \n \n \n Financial derivative \n \n \n \n \n \n (1,346) \n \n \n 1,607 \n \n \n \n \n \n (1,254) \n \n \n 1,253 \n \n \n \n \n Interest received \n \n \n \n \n \n 1,842 \n \n \n 1,271 \n \n \n \n \n \n 14,610 \n \n \n 201 \n \n \n \n \n Net cash used in investing activities \n \n \n \n \n \n (584,630) \n \n \n (63,287) \n \n \n   \n \n \n (158,842) \n \n \n (5,985) \n \n \n \n \n Financing activities \n \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Proceeds from share issue \n \n \n \n \n \n 200,000 \n \n \n 30,000 \n \n \n \n \n \n 200,000 \n \n \n 30,000 \n \n \n \n \n Cost of share issue \n \n \n \n \n \n (4,332) \n \n \n (782) \n \n \n \n \n \n (4,332) \n \n \n (782) \n \n \n \n \n Proceeds from borrowings \n \n \n \n \n \n 765,604 \n \n \n 5,064 \n \n \n \n \n \n 752,013 \n \n \n - \n \n \n \n \n Cost of borrowings \n \n \n \n \n \n (14,858) \n \n \n - \n \n \n \n \n \n (14,858) \n \n \n - \n \n \n \n \n Repayment of borrowings \n \n \n \n \n \n (344,280) \n \n \n (32,050) \n \n \n \n \n \n (333,629) \n \n \n (20,055) \n \n \n \n \n Loans granted \n \n \n \n \n \n (9,000) \n \n \n - \n \n \n \n \n \n (9,000) \n \n \n - \n \n \n \n \n Net loans with subsidiaries \n \n \n \n \n \n - \n \n \n - \n \n \n \n \n \n (332,243) \n \n \n 26,432 \n \n \n \n \n Interest paid \n \n \n \n \n \n (42,194) \n \n \n (14,553) \n \n \n \n \n \n (40,651) \n \n \n (12,148) \n \n \n \n \n Dividends paid to non-controlling interest \n \n \n \n \n \n (3,053) \n \n \n (1,275) \n \n \n \n \n \n - \n \n \n - \n \n \n \n \n Net cash used in financing activities \n \n \n \n \n \n 547,887 \n \n \n (13,596) \n \n \n   \n \n \n 217,300 \n \n \n 23,447 \n \n \n \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Net increase/(decrease) in cash and cash equivalents \n \n \n \n \n \n 80,281 \n \n \n (11,478) \n \n \n   \n \n \n 16,498 \n \n \n 2,970 \n \n \n \n \n Cash and cash equivalents at beginning of period \n \n \n \n \n \n 55,872 \n \n \n 68,623 \n \n \n   \n \n \n 7,925 \n \n \n 5,055 \n \n \n \n \n Exchange (losses) / gains on cash \n \n \n \n \n \n (3,854) \n \n \n (1,273) \n \n \n \n \n \n 940 \n \n \n (100) \n \n \n \n \n Cash held by discontinued operations \n \n \n 14 \n \n \n (943) \n \n \n - \n \n \n \n \n \n - \n \n \n - \n \n \n \n \n Cash and cash equivalents at end of period \n \n \n 22 \n \n \n 131,356 \n \n \n 55,872 \n \n \n   \n \n \n 25,363 \n \n \n 7,925 \n \n \n \n \n   \n   \n Major non-cash transactions \n   \n During the year ended 31 December 2024, there were share based payments of £4.6 million. \n   \n Notes: \n 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. \n   \n   \n NOTES TO THE FINANCIAL STATEMENTS \n   \n 1.    General Information \n   \n 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. \n   \n The address of its registered office is 6 Heddon Street, London, W1B 4BT. \n   \n 2.    Accounting Policies \n   \n 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. \n   \n 2.1.  Basis of Preparing the Financial Statements \n   \n 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. \n   \n The Financial Statements are presented in UK Pounds Sterling rounded to the nearest thousand. \n   \n 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. \n   \n 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. \n   \n a)    Changes in Accounting Policy \n   \n i)      New standards and amendments adopted by the Group \n   \n 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. \n   \n ii) New standards, amendments and interpretations in issue but not yet effective or not early adopted \n   \n Standards, amendments and interpretations that are not yet effective and have not been early adopted are as follows: \n   \n \n \n \n \n Standard   \n \n \n Impact on initial application \n \n \n Effective date \n \n \n \n \n IAS 21 \n \n \n The effects of changes in foreign exchange rates \n \n \n 1 January 2025 \n \n \n \n \n IFRS 7 \n \n \n Classification and measurement of Financial Instruments \n \n \n 1 January 2026 \n \n \n \n \n IFRS 9 \n \n \n Classification and measurement of Financial Instruments \n \n \n 1 January 2026 \n \n \n \n \n IFRS 18 \n \n \n Presentation of disclosures in Financial Statements \n \n \n 1 January 2027 \n \n \n \n \n IFRS 19 \n \n \n Subsidiaries without Public Accountability: Disclosures \n \n \n 1 January 2027 \n \n \n \n \n   \n   \n 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. \n   \n 2.2.  Basis of Consolidation \n   \n a)    Subsidiaries \n The Consolidated Financial Statements consolidate the Financial Statements of the Company and the accounts of all of its subsidiary undertakings for all periods presented. \n   \n 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. \n   \n 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. \n   \n 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. \n   \n 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. \n   \n 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. \n   \n Investments in subsidiaries are accounted for at cost less impairment. \n   \n 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. \n   \n 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. \n   \n 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. \n   \n 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. \n   \n b)    Associates \n 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. \n   \n Accounting policies of equity-accounted investees have been changed where necessary to ensure consistency with the policies adopted by the Group. \n   \n c)    Joint Arrangement \n 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 .  \n   \n 2.3.  Going Concern \n   \n The Financial Statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons. \n   \n 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. \n   \n 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 . \n   \n 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. \n   \n Based on the above, the directors believe that it remains appropriate to prepare the financial statements on a Going Concern basis. \n   \n   \n 2.4.  Segment Reporting \n   \n 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 a...

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