ANNUAL
REPORT
2024
ENGINEERED TO
OPTIMISE PERFORMANCE
1
CONTENTS
BUSINESS
AND STRATEGY
Corporate Profile
2
Chairman’s Statement
6
Chief Executive Officer’s Review
8
Strategy of the Group –
Business Model and Strategy
10
Strategy of the Group –
Principal and Significant Risks
12
Chief Financial Officer’s Review
18
GOVERNANCE
Board of Directors
22
Directors’ Report
26
Statement of Directors’ Corporate Governance
32
Audit Committee Report
38
Nomination & Governance Committee Report
41
Remuneration Committee Report
44
Environment & Sustainability Committee Report
47
Statement of Directors’ Responsibilities
49
Sustainability Report
50
Corporate Responsibility
60
FINANCIAL
STATEMENTS
Independent Auditor’s Report
66
Consolidated Income Statement
75
Consolidated Statement of Comprehensive Income
76
Consolidated Statement of Financial Position
77
Consolidated Statement of Cash Flows
78
Consolidated Statement of Changes in Equity
79
Notes to the Consolidated Financial Statements
80
SEPARATE FINANCIAL
STATEMENTS OF THE COMPANY
Company Statement of Financial Position
114
Company Statement of Changes in Equity
115
Notes to the Company Financial Statements
116
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
3
2
Mincon Group Plc (“Mincon” “the
Company” or “the Group”) is an Irish
engineering group whose shares trade
on the AIM market of the London
Stock Exchange and the Euronext
Growth Market.
Mincon specialises in the design, manufacture, sale and servicing of rock drilling tools and
associated products. The Group’s strategy is to increase its share of the global rock-drilling
consumables market through organic growth and acquisitions. Its manufacturing facilities are
located in Ireland, Finland, the USA, South Africa, Canada, Sweden and Australia. The Group
also maintains a network of sales and distribution companies in a number of international
markets to provide after sales support and service to customers.
Directors:
Hugh McCullough – Non-Executive Chairman (Irish)
Paul Lynch – Senior Non-Executive Director (Irish)
Patrick Purcell – Non-Executive Director (Irish)
Pirita Mikkanen – Non-Executive Director (Finnish)
Orla O’Gorman – Non-Executive Director (Irish)
Joseph Purcell – Chief Executive Officer (Irish)
Thomas Purcell – Chief Operations Officer (USA)
Company Secretary:
Mark McNamara (Irish)
Registered Office:
Smithstown Industrial Estate, Shannon, Co. Clare, Ireland
Nominated Adviser,
Davy, 49 Dawson Street, Dublin 2, Ireland
Euronext Growth Adviser
and Joint Broker:
Joint Broker:
Shore Capital, Cassini House, 57 St James’s Street
London SW1A 1LD, United Kingdom
Legal advisers to
William Fry, 2 Grand Canal Square, Dublin 2, Ireland
the Company:
Auditor:
Grant Thornton Chartered Accountants & Statutory Audit Firm
13-18, City Quay, Dublin 2, Ireland
Registrar:
Computershare Investor Services (Ireland) Limited
3100 Lake Drive, Citywest Business Campus
Dublin 24, D24 AK82, Ireland
Principal Bank:
Allied Irish Banks plc, 10 Molesworth Pl, Dublin, D02 W260
Company Website:
www.mincon.com
Ticker Symbols:
Euronext Growth: MIO.IR
AIM: MCON.L
CORPORATE
PROFILE
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
5
4
EME EUROPE &
MIDDLE EAST REGION
All European Countries
Middle East Countries
Americas Region
Europe and Middle East Region
Africa Region
Australia Pacific Region
AFRICA REGION
African Continent
APAC AUSTRALIA
PACIFIC REGION
Australia
Papua New Guinea
Indonesia
MINCON GROUP
FOUR GLOBAL REGIONS
AMERICAS REGION
North and South
American Continents
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
7
6
CHAIRMAN’S
STATEMENT
Year in Review
2024 was a very busy year for the Group,
presenting a number of challenges which
we have addressed and, I believe, largely
resolved.
Our revenue contracted by 7.1% in 2024. The largest decrease of
industry revenue was in the waterwell / geothermal industry which
contracted by €6.2 million. All of the contraction in this industry
was across Sweden, Finland and Norway where there was a
significant reduction in geothermal well drilling in 2024. Geothermal
is used in the construction of new homes in Sweden, Finland and
Norway. In Sweden, the number of new homes built was the
lowest since the early 2000’s. In Finland, the construction of new
homes almost came to a standstill in the early months of the year.
In Norway, the decline was not as severe, however the housing
market did contract by 20%. Across the three countries
mentioned, the contraction was largely due to rising interest rates,
which increased housing-related costs and reduced demand.
Our sales from mining and exploration - related products had
declined during 2023 and that decline continued into the first half
of 2024. We have seen that market begin to recover in the second
half of 2024 and the destocking that some of our mining clients
were effecting during that period came to an end and they began
purchasing again.
North America is our largest market for construction related
products and it had been negatively impacted by the interest rate
environment. This market has begun to recover as the rates began
to fall and we are looking forward to a more positive market in
2025. We vigorously pursued new business in the construction
sector in other markets and this resulted in the winning of three
major construction contracts in Australia. These were our first
significant contract wins in this sector in Australia and we believe
that they will lead to increasing construction revenue there over the
years to come. Our reputation in the construction sector is
developing strongly and we will work hard to diversify our global
business in coming years.
We took steps during the period to develop alternative sources of
raw material at more competitive prices and this will begin to show
through in our margins through the first half of 2025 and thereafter.
Our root and branch review of the Group's businesses resulted in
the closure of our carbide factory in Sheffield, U.K. and we were
sorry to lose many hard-working colleagues in the process. We
also terminated a loss - making contract in Chile and re-organised
our South African operations, both of which will result in an
improved result on the bottom line.
In 2024, we sold to almost 1,900 customers across 79 countries.
We are continuing to examine the component parts of our
business to determine how we can optimise our production and
the access to our markets. Whilst there is currently considerable
uncertainty in international markets arising from both trade and
military wars, and political upheaval in Europe, the US and
elsewhere, we have been working to diversify our business so that
we can ameliorate as much as possible the potentially negative
outcomes caused by these uncertainties.
Shareholder Returns
We are very conscious of the need to improve our financial
performance, especially in terms of return on capital employed and
earnings per share. We are confident that the steps we have taken
will improve those metrics in 2025 and I can assure shareholders
that there will be a continuing focus on these efforts for the
foreseeable future.
Business Model
What sets us apart from our competitors is our singular focus on
innovative engineering which involves the design and development
of new drilling tools which will not only drill faster at less cost but
will also contribute significantly to the sustainability requirements
of our clients. A case in point is the development of our
Greenhammer hydraulic drilling system which has now been
thoroughly tested in the field and has demonstrated significant
advances on the current standard drilling systems on the bases of
cost per metre, drilling speeds and associated emission
reductions. In 2025, we expect to roll out the Greenhammer
system in at least one major open pit mine. We have other
advanced engineering projects under development such as a
system of underwater drilling to attach floating offshore wind
turbines to the seabed. This system is on track for full scale
offshore testing off the Scottish coast in March this year as part of
the process for official certification of the system prior to
commercialisation. We have also developed a simple but cost-
effective means of drilling the foundations for onshore solar panels.
Allied to our advanced engineering model is a dedicated field
service team which actively seeks ways of improving the
effectiveness of our drilling tools in the particular field conditions in
which each tool is operating.
Corporate Governance
As Board Chair, I am very conscious of the need to ensure that the
Board has the skills and experience to advise and assist the
Executive in the development of the Group's business worldwide. I
believe that we have developed an exceptional board with strong
corporate leadership skills across a range of industries and
businesses. We have achieved an improved gender and
geographic balance at board level and we are conscious in
particular of the importance of the latter in view of the Group's
global reach.
Board performance reviews, both externally facilitated and internal,
now form an important part of the Board's annual work
programme. I have found these reviews to be particularly useful
and they have led to measurable improvements in our overall
delivery in areas of decision making, governance and the
management of our research and development programmes.
We endeavour to maintain close contact with all of our
stakeholders and we will continue to work to increase such contact
where possible.
Dividend
During 2024, we paid a final and interim dividend to shareholders
of €4.5 million.
Sustainability
A significant element of our innovative engineering approach,
referred to above, is the sustainability benefit which the use of our
products can bring to our clients. Faster drilling rates with lower
emissions and lower fuel input are important elements of our
offering. These benefits are being increasingly sought by our
clients who are under increasing pressure to deliver on their
sustainability targets. In 2024 we reduced our total manufacturing
CO2e by 3.6%, year-on-year. We achieved higher scores across all
five of our UN Sustainable Development Goals and we continued
our programme of Ongoing Social Impact and held 45 events
across our four global regions.
Future
We see our business in the medium-term
future to be focused on the products that
we have specially designed to address
specific requirements in their respective
markets. I believe that we have turned a
corner in our global business and with
healthy order books, we are looking
forward to a much better year ahead.
I would like to thank our senior leadership team across the globe
for their work in refining and developing our business in a way that
we believe will show improved results, starting in this year of 2025.
I thank all of our 530 staff members upon whom the success of the
Group is based. I would also like to thank my very experienced and
committed Board colleagues, each of whom has brought particular
skills and insight to the Board table.
Hugh McCullough
Chairman
10 March 2025
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
2024 has been a tough year for Mincon
but I am pleased to report that we see
an improved global environment in the
year ahead for all our target markets.
The weakness we saw at the end of
2023, continued through H1 2024, but
with the moderation of global interest
rates and a general uptick in business
confidence, we did see an increase in
activity in H2 2024 which led to a stronger
performance, and this improvement
has continued into early 2025.
Our root and branch review has resulted in the closure of our
business in Sheffield. This difficult decision was taken due to cost
inflation and a lopsided tariff structure in Europe that meant we
could not compete with the products which were manufactured
there. It should be noted that the closure was not a reflection of
the quality and workmanship of the products made at the plant but
simply a matter of market dynamics.
As part of the business review process, a high level of discipline
around working capital management across the Group has been
developed. We will ensure that we maintain and grow this focus in
2025, to positively impact cash management in the continued
business uplift we are seeing this year and beyond.
Geographic Markets
Revenue in the Americas was down on the prior year by 11%
primarily due to softness in all market segments [in H1 2024] and
also the decision to exit an unprofitable mining supply contract in
Chile. Mincon experienced an increase in activity across all
markets in H2 2024 and this led to a closing of the gap as the year
closed out. At the beginning of this financial year, the Group has a
strong order book. Whilst there is some uncertainty due to the
developing global tariff situation, the Group believes that its strong
manufacturing footprint in the region can mitigate some of the
risks there.
Revenue in the Europe and Middle East (EME) region was also
down on the prior year by 13%. As the primary manufacturing area
for the Group, the Group’s continued focus on increasing revenue
while reducing the effects of cost inflation did start to take effect in
H2 2024. This led to a recovery in revenue and margin to again
close the gap on the prior year and come into 2025 with healthy
order books across all our plants.
Revenue in the Africa region was down on the prior year by 4%.
With a talented and committed team running the factory in South
Africa coupled with a strong customer support network in the
region, we believe we are well positioned to contribute to the
challenge of making Africa more than just a commodity producer.
With that in mind we have a renewed focus on the construction
opportunities that exist and have recently won a large project for
delivery in 2025.
Business in the Australia Pacific (APAC) region was up on the prior
year by 25% which was predominantly due to large construction
project wins coupled with early signs of recovery in mining
revenue. Mincon has continued to win construction projects in
2025. This, coupled with some encouraging testing results in
mining applications, gives the Group a positive view for the year
ahead. As part of the ongoing efficiency plans there has been an
extensive input cost review at the Group’s plant in Perth. As a
result, the combination of this more price competitive mining
market offering with superior performance and onsite support,
should underpin revenue and margin growth into the future.
Business Development
Mincon is continuing to focus on driving operational efficiency
across the Group. Our root and branch review and continuous
improvement in working capital management is starting to yield
good results. We will endeavour to consistently improve in these
areas.
In Mincon’s chosen markets of mining, construction and
geothermal/waterwell drilling, the challenge of reducing emissions
has a direct correlation with reducing cost. As a result, the Mincon
CHIEF EXECUTIVE
OFFICER’S REVIEW
ambition, to innovate our products to become more efficient and
in so doing bring significant cost savings to drilling operations,
remains a primary strategic objective. We believe that this focus
has helped to recover Group revenues in H2 2024 and has
generated good order book growth for 2025.
Mincon continues to focus on transformative opportunities like the
Greenhammer collaboration. During 2024 there has been an
extensive review of the test results with the Group’s rig
manufacturer partner. This has led to the refinement of the rig
conversion design to more efficiently make use of available power
to increase drilling output. The Group is in the process of finalising
a 24/7 contract with a major copper mining company in Arizona
who provided the test site in 2024. Mincon remains confident in
the transformational revenue benefits of the system for the Group
and its rig manufacturer partners, as well as the cost reduction
opportunities for large mining customers.
The Subsea project is progressing very well, and a consented
testing site has been secured for an offshore installation due to be
completed at the end of March 2025. The system has been
adapted and successfully tested terrestrially to use the Mincon
spiral flush casing system for reliable drilling through soft seabed
conditions. On successful completion of the offshore
demonstration, the product will be well progressed to certification
and more importantly a pipeline of revenue opportunities that this
exciting solution represents for Mincon, Subsea Micropiles, and
the offshore renewables industry.
Sustainability
Mincon has embraced the challenges around complying with
CSRD across the Group. This is being coordinated by a cross
functional team supported by strategically chosen outside
resources to develop a robust reporting system and demonstrate a
genuine commitment to sustainability for Mincon and all its
stakeholders. The Group’s fourth Environment and Sustainability
report is incorporated within this year’s annual report.
Conclusion
We have faced and come through the significant challenges
presented to Mincon in 2024. We have built a strong and resilient
business with the discipline and focus to better take advantage of
the opportunities ahead. We will continue to work on reducing our
own cost inputs while our continuous engineering improvement
programme for our product range should contribute to reducing
the significant operational cost challenges in our chosen markets.
These important initiatives, in combination with commercialising
the ambitious and transformational development projects that we
have worked so hard to realise, will set our Group on a growth path
that can make a real difference to emissions reduction in the
energy intensive rock drilling markets as well as contributing
significantly to increased revenue for the Group. With that in mind I
would like to thank our global Mincon team as well as our
constructive and supportive Board, for all their work in 2024. I have
no doubt that there will be challenges ahead but if we face these
with the commitment we have demonstrated in the recent period,
we will prevail, and I am excited and confident in the future outlook
for the business.
Joseph Purcell
Chief Executive Officer
10 March 2025
9
8
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
10
11
Mincon’s strategy is to develop long
term sustainable competitive advantage
through designing and manufacturing
world class products, that will bring
value for our stakeholders. Our business
development is focused on growth,
creating new opportunities and continued
improvement in all aspects of our
business, and we can accomplish this
through our strategic goals:
• To market competitive products centred on an ethos of
innovative engineering and service that is committed to adding
value for our customers.
• To seek new opportunities in new markets and to diversify our
income streams to increase our global footprint.
• To manufacture our products in strategic locations that allows a
better service for our customers and reduce the requirement for
trans-ocean distribution of our products.
• To build a sustainable, long-term business that provides
excellent opportunities and returns for all our stakeholders.
• To meaningfully contribute to the environment, through investing
in manufacturing that requires less energy, and to make positive
contributions in the communities where we have businesses.
The Group has a five-year rolling strategy, which is reviewed by
the Executive and the Board each year. We examine and reflect on
our decisions, continually review our processes and act to
mitigate adverse outcomes.
The Group’s strategy and business model and amendments
thereto, are developed by the Chief Executive Officer and his
Executive team, and approved by the Board. The Executive
Management Team, led by the Chief Executive Officer, is
responsible for implementing the strategy and managing the
business at an operational level.
The Group’s overall strategic objective is to develop long term
sustainable competitive advantage with our products and services
for customers, for the benefit of our shareholders and all
stakeholders.
The Group’s focus has been on manufacturing hammers and bits
for surface drilling for mining production, mining exploration,
horizontal drilling, geotechnical and construction projects,
waterwell and geothermal applications.
We continue to diversify our income streams by extending our
addressable market into those industries, while also examining
opportunities in other industries. We continue to improve the
ranges of hammers and bits that we offer, not only to further our
market reach, but also to complement our complete range of
surface drilling solutions. We continue to develop the drill string
components that support a full product range and service offering.
Our strategic direction is to provide market leading products,
manufactured, supplied and serviced by the Group, to a
diversified range of industries. The diversification of income
streams into industries with differing business cycles is designed
to minimise volatility in earnings growth.
We seek to market competitive products centred on an ethos of
innovative engineering and service and are committed to adding
value for our customers by partnering with them to find lower total
drilling cost solutions. We supply markets and customers across
the world. Our broad geographical spread enables us to obtain
feedback from the use of our products in a wide range of drilling
environments. This constant iteration from the end customer to
engineering and back to the market drives our design and process
improvements. We continue to devote significant resources to
refining and improving current products.
The Group manufactures and sells rock drilling consumable
products. The timely supply and service of these products is
paramount to our business model. Since the markets that we
serve across the world are geographically dispersed, and the lead
times for delivery are set by customer requirements and
competition to a large degree, we have built a wide network of
customer service centres backed by manufacturing plants in key
markets.
We continue to review our factory operations and from time to
time we relocate the manufacture or part manufacture of some
products from one factory to another, in some cases, to achieve
better economies of scale, and in other cases, to manufacture
products with long lead times closer to their markets so that we
can adapt to changing customer needs in a more timely fashion
and reduce our trans-ocean freight costs. These factory reviews
are ongoing as part of the Company’s rolling strategic plan.
We have a procurement strategy in place where we have
developed relationships with raw material suppliers in different
markets to ensure we are acquiring the most appropriate quality
of raw material at the best available prices to our manufacturing
plants. While also continue our supply relationships with raw
material suppliers closest to our manufacturing plants to ensure
we have readily supply available, and we hold buffer stocks of the
of raw materials used in the manufacturing of our larger sales
volume products.
We continue to look for opportunities to increase our geographical
footprint and the vertical integration of supply lines where they
add strategic value for the Group and add margin. However, in the
immediate years ahead the Company will focus more closely on
organic growth of existing products in the regions that we service,
and on bringing new drilling technologies, currently in
development, to new markets.
In executing the Group’s strategy and operational plans, the
Executive Management Team typically confront a range of
day-to-day challenges associated with key risks and uncertainties,
and through compliance, audit, risk management and policy
setting, we will aim to mitigate these risks and maximise the
sustainable opportunity for success.
We are committed to:
• Designing, developing and manufacturing class leading
products in the most energy efficient way possible to sell under
the Mincon brand.
• Creating new drilling products and technologies and
associated intellectual property, supported, inter alia, by
patents.
• Engaging with customers to supply the most cost-effective
hard rock drilling solutions for their business needs, while
offering industry leading field service delivery; and
• Improving the skill sets of our teams.
The Group’s principal risks and uncertainties are outlined in the
next section. Mincon has adopted appropriate controls and
recruited management with the necessary skills and experience to
manage and mitigate these risks where possible and thus enable
execution of the Group’s business strategy.
Our customer offering:
Mincon manufactured product offering can be broken down
into seven distinct product lines:
1. Conventional down the hole (DTH) product
2. Reverse circulation (RC) product
3. Horizontal directional drilling (HDD) product
4. Rotary drilling product
5. Geotechnical product
6. Drill pipe product
7. Mast attachments for excavators
Mincon manufactured hammers, bits (including rotary bits), pipes
and mast attachments are used in a variety of drilling industries
including production and exploration mining, waterwell,
geothermal, construction, quarrying, and seismic drilling. Mincon
also provides a hard-rock HDD system to provide access for fibre
optic cable laying and similar activities.
The Mincon drill mast attachments for excavators and skid steers
provide versatile, efficient drilling solutions for solar, construction
and renewable energy installations. Seamless technology
integrations with partners like Trimble for advanced machine
control systems and GPS location tracking ensure precision and
productivity.
DTH, RC & HDD products have distinct sales lines for associated
parts, namely hammers, spares, bits and pipes. Bits and pipes
can be sold separate from the hammer. Mincon manufactures a
range of bits and pipes to an industry standard size which can be
used in conjunction with hammers manufactured by competitors.
Rotary bits are made to industry standard size and are used in the
same mining applications as Mincon’s DTH hammers and bits.
Ring bits, pilot bits, casing systems and forepoling systems are
generally sold with DTH products but can be sold separately.
The Mincon hammers, bits, casing systems, forepoling systems
and pipes are considered consumable items in the drilling industry
in contrast with capital items such as truck/track-mounted drilling
rigs and large air compressors. Being of a consumable nature,
Mincon products have a shorter life cycle than capital goods,
such as rigs and compressors.
STRATEGY OF THE GROUP –
BUSINESS MODEL AND STRATEGY
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
12
13
PRINCIPAL AND SIGNIFICANT RISKS RELATING TO THE GROUP
Mincon Risk Management Process
The risk appetite of the Group is considered in light of the principal risks and their impact on
the ability to meet its strategic objectives. The Executive Management Team considers the risk
appetite of the Group in the context of the regulatory environment, its culture, the industries in
which it operates and its four strategic pillars being:
1.
Continuous innovation of class-leading products.
2.
Manufacturing the most cost-effective hard-rock drilling solutions in the most energy efficient way possible.
3.
Building a sustainable, long-term business that provides excellent opportunities and returns for all our stakeholders.
4.
Providing the most effective service and best partner value while being recognised globally as “The Driller’s Choice”
for rock drilling tools.
The Executive Management Team is responsible for setting and monitoring the risk appetite for the Group when pursuing its strategic
objectives. Risk assessment is a collaborative effort involving various stakeholders of the Group. Effective communication and
coordination among the stakeholders is vital for a comprehensive and successful risk management program.
The Board has ultimate responsibility for risk management and activities. The Group management reports to the Audit Committee and
the Board at least annually with a detailed risk report. Each risk is analysed and ranked using the Risk Assessment Matrix as defined
by ISO 17776. Through our risk management process, we describe the controls associated with a particular risk within Mincon, how
we evaluate risks and mitigate them to bring them to an acceptable level for the Group. This process enables execution of the Group’s
business strategy while enabling the Group to successfully manage rather than eliminate these risks.
RISKS AND UNCERTAINTIES
Principal Risks
The identification and evaluation of individual risks is a continuous process that considers both the external environment and the existing
controls in place. Each risk is assessed based on the probability of the event occurring and the potential impact if it does. The assessment
also accounts for the effectiveness of current preventive controls in determining the likelihood of the event.
STRATEGY OF THE GROUP –
PRINCIPAL AND SIGNIFICANT RISKS
RISK Legend
1. Cyclical markets and economic conditions
2. Significant damage to the Group’s production facilities
3. Product obsolescence
4. Security of intellectual property
5. Raw material supply & cost
6. Competitors offering better value
7. Product development
8. Management spread too thinly
9. Geopolitical Risk
Principal Risks Heat Map
Almost Certain
(>65%)
5
10
15
20
25
Likely
(40%—65%)
4
8
12
16
20
Possible
(20%—40%)
3
6
9
12
15
Unlikely
(10%—20%)
2
4
6
8
10
Almost Never
(<10%)
1
2
3
4
5
Insignificant
Minor
Moderate
Significant
Major
IMPACT (Negative Outcomes)
LIKELIHOOD (In the next 12 months)
8
6
3
4
1
5
7
2
9
Strategic
Operational
People
Brand
Climate
Risk Categories
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
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15
RISK
NO.
RISK
CATEGORY
RISK
NAME
RISK DESCRIPTION
RISK MITIGATION
RISK
TREND
1.
Strategic
Cyclical
markets
and
economic
conditions
The demand for the Group’s products
and services is affected by changes in
customers’ investment plans and activity
levels. Customer investment plans can
change depending on global, regional
and national economic conditions or a
widespread financial crisis or economic
downturn. Although the Group believes that
its sales are well diversified with customers
located in disparate geographic markets and
industry segments, it is likely that the Group
would be affected by an economic downturn
in the markets in which it operates.
The Group has brought engineering
expertise into new industries in the past
and continues to seek and develop
opportunities in other industries through
R&D investments & testing know-how.
2.
Climate
Significant
damage to
the Group’s
production
facilities
The Group has eight operating facilities
located in Ireland, Sweden, Finland,
Australia, South Africa, Canada and
the United States. Should any of these
facilities be destroyed or closed for any
reason, or the equipment in the facilities
be significantly damaged, the Group is
likely to face setbacks in our ability to
manufacture and distribute products to
customers. Damage to any facility could
have a major impact on the Group meeting
customer expectations and lead to loss
in earnings and long-term reputational
damage.
The manufacturing facilities of the Group
are strategically located around the
globe and close to end user markets. it
is therefore less likely that damage could
occur in more than one facility. The Group
has options to move manufacturing to an
alternative Mincon location or outsource
more manufacturing locally. Sufficient
levels of finished goods stock are held at
customer centres, which could be used to
cushion the impact on customer demand.
The Group also has excellent relationships
with critical machine suppliers which would
be a key support in the event of disruption.
Adequate levels of insurance for business
interruption are also maintained.
3.
Operational
Product
obsoles-
cence
The Group’s long-term growth and
profitability is dependent on our ability
to develop and successfully launch
and market new products. The Group’s
revenues and market share may suffer
if it is unable to successfully introduce
new products in a timely fashion or if any
new or enhanced products or services
are introduced by our competitors that
customers find more advanced and/or better
suited to their needs. If the Group is not able
to keep pace with product development
and technological advances, including
shifts in technology in the markets in which
it operates, or to meet customer demands,
this could have a material adverse effect on
the Group’s business, results and financial
condition.
The Group continuously invests in
research and development to develop
products in line with customer
demand and expectations. The Group
employs industry and engineering
experts who continually work on new
product developments. The Group
is constantly focused on engineering
solutions that should increase the use
of Mincon products in the industry, once
commercialised.
RISK
NO.
RISK
CATEGORY
RISK
NAME
RISK DESCRIPTION
RISK MITIGATION
RISK
TREND
4.
Brand
Security of
intellectual
property
The Group’s proprietary products may
be duplicated either directly or by
misappropriation of intellectual property.
Some jurisdictions, in which the Group
operates and in which our competitors
manufacture, may not have an appropriate
level of patent protection and enforcement
of patents may be a lengthy process.
If competitors duplicate the Group’s
proprietary products, it could have a material
adverse effect on the Group’s revenues and
results.
The Group files patents where appropriate
to limit the duplication of products. This
prevents competitors replicating patented
products and selling them in the markets
where Mincon operate.
IT security within the Group is reviewed
to ensure there is up to date adequate
security to limit the access to digital
copies of IP internally and externally.
Employees with access to IP are
educated on appropriate handling of IP
information and documentation.
5.
Operational
Raw
material
supply &
cost
The Group’s operations give rise to risks
due to changes in the price of market-
quoted raw materials, mainly steel and
tungsten carbide. The prices and availability
can vary significantly during a period. Cost
increases for Group products are passed
onto customers, this may be a result of
increased raw material costs. However, if the
market conditions do not allow the passing
on of increased raw material prices to
customers, it may have an adverse effect on
the Group’s business, as could the sourcing
of adequate raw material supplies.
The Group holds buffer stocks of raw
material at each of its manufacturing
locations to mitigate this risk. The Group
seeks out new options on raw material
supply and best price.
6.
Operational
Competitors
offering
better
value
The markets for the Group’s products are
highly competitive in terms of pricing,
product design, service and quality, the
timing and development and introduction
of new products, customer services and
terms of financing.
The Group continuously reviews costs of
production to reduce manufacturing costs.
to bring more value to customers.
The Group’s manufacturing locations give
an advantage, being closer to end user
markets and allowing the Group to work
closer with our customers.
Value is held in servicing our customers to
a level higher than that of our competitors,
and product development is at the heart of
our product offerings.
7.
Brand
Product
development
Introducing new products to a well
established market is always a risk,
even when the new product outperforms
existing products. This is compounded
when the customer is required to invest in
new equipment to operate a new product.
Unsuccessful commercialisation of a new
internally developed product can have a major
impact on the Group’s financial performance
and position, along with reputational damage.
The relationship with our customers and
the communication with them on product
development is key to mitigating this risk.
We also conduct product testing with our
customers to identify any performance
issues of all new market products, and
we employ expert drillers to perform this
testing.
STRATEGY OF THE GROUP –
PRINCIPAL AND SIGNIFICANT RISKS
CONTINUED
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
16
17
STRATEGY OF THE GROUP –
PRINCIPAL AND SIGNIFICANT RISKS
CONTINUED
RISK
NO.
RISK
CATEGORY
RISK
NAME
RISK DESCRIPTION
RISK MITIGATION
RISK
TREND
8.
People
Management
spread
too thinly
Management can spread themselves too
thinly when trying to address every new
possibility that arises in the Group and
consequently trying to cover all tasks.
Management burnout can result, and this
can lead to poor decision making at a high
level. The culture of the organisation can
also be impacted.
An appropriate management structure
within the Group allows for better
communication, delegation by management
and better team organisation which can
reduce the risk of management being
spread too thinly. The Group also reduces
this risk by ensuring teams are properly
resourced and use external experts when
appropriate. The Group is in the process of
recruiting a Chief People Officer who will
advise on the development of the optimum
management structure for the future.
9.
Strategic
Geopolitical
Risk
The political decisions taken in the regions
in which the Group operates could have a
negative impact on the Group’s operations.
The recent political turbulence across
the globe could trigger tariffs by certain
countries in which the Group operates.
A trade war could result in an increase
in inflation or an economic downturn in
economies where the Group trades and
manufactures.
In order to mitigate against this risk the
Group manufactures close to or within
their chosen markets.
The Group can also move certain
manufacturing from one region to another.
New
Risk
delayed. There can be no assurance that joint ventures, licences
or other legal arrangements will not be adversely affected by the
actions of government authorities or others and the effectiveness
of and enforcement of such arrangements in these jurisdictions
cannot be assured.
Currency Fluctuation
The Group’s financial condition and results of operations are
reported in euro, but a large proportion of its revenues are
denominated in currencies other than euro, including the US
dollar, the Canadian dollar, the Australian dollar, the Swedish
Krona, Sterling and the South African rand. Adverse currency
exchange rate movements may increase the cost of important
materials and services from vendors and suppliers, may affect the
value of its level of indebtedness, and may have a significant
adverse effect on its revenues and overall financial results. In the
past, the Group has experienced gains and losses from exchange
rate fluctuations, including foreign exchange gains and losses
from transaction risks associated with assets and liabilities
denominated in foreign currencies, including inter-company
financings.
Contractual Arrangements
The Group derives some of its revenue from large transactions
(which may be non-recurring in nature). Prospective sales are
subject to delays or cancellations over which the Group has little,
or no control and these delays could adversely affect results, The
Group focuses on securing new lines of business on a regular
basis to address the non-recurring nature of some transactions.
Customer Concentration
During 2024, the Group’s top ten customers have accounted for
approximately 22% (2023: 21%) of its revenues. If, in the future,
these customers fail to meet their contractual obligations, decide
not to purchase the Group’s products or decide to purchase fewer
products, this could disrupt the Group’s business and require it to
expend time and effort to develop relationships with new customers,
which could have a material adverse effect on the Group’s business,
results of operations and financial condition. There can be no
assurance that, even if the Group could find alternate customers,
the Group could receive the same price for its products.
Climate Change
The Group is at risk from the effects of climate change. This can
occur in many ways such as pollution, access to resources which
can affect supply chain, raw material prices, changes to local laws
and regulations, increases in taxes and local tariffs. If the Group
does not seek new methods of manufacturing to reduce its
carbon footprint, or continue to source raw materials through
appropriate supply chains, the Group risk arising from climate
change will increase. The ongoing projects that the Group is
directly involved in relation to climate change can be viewed
on our corporate website at
https://corporate.mincon.com/esg/environmental-governance/
Cyber Risk
Cyber fraud is an increasing risk as the business relies more on
online systems, including our manufacturing software systems,
customer service systems and banking systems. The security and
processes around the Group’s IT and banking systems are subject
to review by subsidiary management, regional management and
the Executive Management Team.
The Group relies on the ability to secure orders from new
customers as well as maintaining relationships with existing
customers to generate most of its revenue. Investors should not
rely on period-to-period comparisons of revenue as an indicator
of future performance.
Mincon has adopted the appropriate controls and procedures to
mitigate the risks detailed above and has recruited experienced
management with the necessary skills and experience to manage
and alleviate risk where possible.
OTHER SIGNIFICANT RISKS
Operations in emerging markets
The Group’s international operations, in emerging markets, may
be susceptible to political, social and economic instability and
civil disturbances. Risks of the Group operating in such areas
may include:
•
disruption to operations, including strikes, civil actions,
international conflict or political interference;
•
changes to the fiscal regime including changes in the rates of
income and corporation taxes;
•
reversal of current policies encouraging foreign investment or
foreign trade by the governments of certain countries in which
the Group operates;
•
limited access to markets for periods of time;
•
increased inflation; and
•
expropriation or forced divestment of assets.
Any of the above factors could result in disruptions to the Group’s
business, increased costs or reduced future growth opportunities.
Potential losses caused by these disruptions may not be covered
by insurance.
Operations in countries with less developed legal systems
Some countries in which the Group operates may have less
developed legal systems than countries with more established
economies, which may result in risks such as:
•
effective legal redress in the courts of such jurisdictions,
whether in respect of a breach of law or regulation or in an
ownership dispute, being more difficult to obtain;
•
a higher degree of discretion on the part of governmental
authorities;
•
a lack of judicial or administrative guidance on interpreting
applicable rules and regulations;
•
an inability on the part of the Group to adequately protect its
assets in these jurisdictions;
•
inconsistencies or conflicts between and within various laws,
regulations, decrees, orders and resolutions; or
•
relative inexperience of the judiciary and courts in such
matters.
In some jurisdictions, the commitment of local businesspeople,
government officials and agencies and the judicial system to
abide by legal requirements and negotiated agreements may be
more uncertain, creating particular concerns with respect to
licences and agreements for business. These may be susceptible
to revision or cancellation and legal redress may be uncertain or
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
18
19
Summary
•
Group revenue decreased by 7.1% in 2024 compared to
2023, with significant declines in the geothermal and waterwell
industry.
•
During the year, we initiated a comprehensive review of the
Group, included in this was the strategic decision to close the
Carbide manufacturing plant in Sheffield.
•
The gross margin impact in 2024 was largely due to increased
competition, reduced pricing, employee cost inflation, and
lower production volumes.
•
With well-invested factories, the Group commissioned €3.6
million in capital equipment in 2024, which is €2.2 million less
than the depreciation of owned equipment.
Revenue
Our revenue decreased by 7.1% in 2024 compared to 2023,
with a constant currency basis showing a decrease of 6.9%.
The geothermal and waterwell industry experienced the most
significant decline at 23%, followed by the mining industry with a
7% decrease. Meanwhile, revenue from the construction sector
remained unchanged from 2023.
In 2024, we generated revenue of €64 million in the mining
industry, which represents a 7% decrease compared to 2023.
Despite this decline, mining remains the Group’s largest revenue-
generating industry.
The most significant contraction occurred in the Americas region,
primarily due to our strategic repositioning of the offering in South
America for our Rotary product line. This decision was made
to limit investment in rotary manufacturing to more profitable
business opportunities in North America, where this product line
experienced growth in 2024 due to increased availability of the
product in the North American mining market.
Our mining revenue in North America contracted slightly in 2024,
attributed to decreased requirements for drilling consumables,
particularly DTH, from a key customer as they prepared their mine
for the next stage of production drilling.
In Africa, our operations shifted from a distribution model to
a direct approach in Ghana, with the goal of establishing a
stronger market presence for future growth. In Q4 2024, we
withheld a significant volume of product due to customers' slow
payments, which impacted our revenue in the region. There was
also a decrease in revenue in Australia due to adverse weather
conditions in Eastern Australia.
Conversely, in Europe and the Middle East, we achieved a
71% increase in mining revenue as customers resumed normal
ordering patterns, having completed the reduction of previously
high inventory levels.
Our revenue in the construction industry was flat at €60.5 million
in 2024, maintaining its position as our second largest industry.
Historically, we have generated the majority of our construction
revenue from the North American and European markets.
However, through strategic investments in other regions such as
South America, Africa, and Australia, we expanded our footprint
and achieved 11.5% of the Group’s construction revenue from
these areas in 2024. Notably, our most significant successes
were in Australia, where we secured and invoiced two major
construction projects during 2024.
In North America, our construction revenue experienced a decline
in 2024, primarily in the first half of the year due to project delays
caused by high interest rates and inflation within the industry.
Similarly, the European market faced a sluggish performance in
2024, attributed to a reduced volume of construction activities
also influenced by high interest rates and inflationary pressures.
Our Three Main Industries Are Mining, Construction And Waterwell/Geothermal
Construction
41%
Waterwell/
Geothermal
15%
Mining
44%
Our revenue in the waterwell and geothermal industry experienced
a 23% decline in 2024. This decline was primarily concentrated
in Northern Europe, where there was a substantial reduction in
geothermal well drilling activities during the year.
Geothermal systems are commonly installed in the construction
of new buildings, particularly residential homes across Northern
Europe. The number of new buildings constructed in 2024
decreased significantly compared to 2023, reaching levels
believed to be the lowest since the early 2000s. This contraction
was mainly attributed to rising interest rates, high inflation, and
decreased consumer confidence.
Gross and Operating Profits
In 2024, we initiated a comprehensive review of our business
operations. Following this evaluation, we made the decision to
close our Carbide manufacturing plant located in Sheffield, UK.
Despite effective management, the plant was not achieving the
required profit levels to warrant further investment, due to market
circumstances beyond the control of management.
Mincon Carbide produced for Mincon bit manufacturers and third-
party customers, with a split of approximately 70/30. In recent
years, intergroup carbide pricing for Mincon bit manufacturers
was not competitive compared to other Carbide suppliers, which
subsequently affected the Mincon bit price offering to our third-
party customers.
In September 2024, we commenced the wind-down of our
Carbide business in Sheffield. By the end of October, all
intergroup and third-party customer orders were fulfilled. The
plant and equipment were sold during November and December.
Consequently, all positions within the Carbide business were
made redundant, and employees received fair redundancy
packages based on their years of service.
These associated costs are included in discontinued operations,
including the trade of Mincon Carbide in 2024, as shown
separately in the income statement. A buyer for the Carbide
manufacturing facility in Sheffield was secured, and the sale was
finalised in January 2025, resulting in a profit for the Group. The
building's sale proceeds covered the wind-down costs, resulting
in no negative cash impact on the business during this process
that covered Q4 2024 and January 2025.
Other areas covered in the root and branch review in 2024
included the re-organisation of the Mincon business in South
Africa and the discontinuation of a product line in South America.
As a result of this discontinuation, the Company did not renew
a mining contract that had not been profitable for the Group.
The root and branch review will continue in 2025, and further
restructuring may occur in the coming year.
2024 SALES MIX
Construction
39%
Waterwell/
Geothermal
17%
Mining
44%
CHIEF FINANCIAL
OFFICER’S REVIEW
2023 SALES MIX
€64.0m
MINING REVENUE 2024
€60.5m
CONSTRUCTION REVENUE 2024
€3.8m
INVESTMENT IN RESEARCH & DEVELOPMENT
€3.6m
VALUE OF CAPITAL EQUIPMENT COMMISSIONED IN 2024
1,900
SOLD TO APPROXIMATELY
CUSTOMERS ACROSS 79 COUNTRIES IN 2024
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
20
The most significant impact on gross margin in 2024 was
attributed to product pricing and volume through our
manufacturing facilities. Increased competition coupled with
reduced market activity affected pricing, particularly in the
geothermal industry. To maintain market share, we reduced
prices for some of our manufactured products. Our variable
manufacturing costs, excluding manufacturing employee costs,
remained constant as a percentage of revenue versus 2023,
though they appear to have increased in proportion to revenue.
While manufacturing employee costs are typically considered
variable, they include a fixed component. A certain number of
employees are required to maintain manufacturing efficiencies.
Manufacturing employees as a ratio of revenue in our larger
plants, along with employee cost inflation affected our gross
margins in 2024 compared to 2023 due to reduced volumes.
In 2024, the Group invested €3.8 million in research and
development projects, representing a decrease of €0.3 million
compared to 2023. The operational costs for the Group increased
by €1 million during 2024. This increase was entirely attributable
to the expenses related to the winding down of the business in
Sheffield. Excluding these costs, our operating expenses decreased
by €0.3 million which incorporates the operations in Mincon Carbide
up to the sale of equipment and redundancy payments.
The Group’s effective tax rate increased in 2024 due to intergroup
write-offs resulting from the closure of the Group’s manufacturing
plant in Sheffield.
Balance Sheet
In 2024, €3.6 million was commissioned for capital equipment in
our factories and service centres. This investment was €2.2 million
less than depreciation for 2024 and included both expansion
and replacement capital equipment. Included in the investment
was robotic machining at the new building in our hammer plant
in Shannon and new machining equipment at our drill pipe
manufacturing plant in Sweden. Minor equipment and sales
vehicles were also replaced, realising €0.3 million in cash from the
sales of these transactions.
A total of €2.2 million was borrowed to fund these capital
equipment projects, with the remainder sourced from cash
reserves. Additionally, we repaid €8.1 million in borrowings from
previous years related to capital equipment and acquisition
projects. Our ongoing strategy has been to minimise new
borrowing and prioritise high repayment levels to effectively
reduce net debt and associated borrowing costs.
The increase in our debtors of €2.2 million, excluding FX effects,
affected our year-end cash position. This was mainly due to
delayed payments from debtors in the Africa region, most of
which were resolved in January and February 2025. An increase in
creditor payments also impacted cash flow, which was due to an
increase in suppliers during the second half of 2024. In order to
establish new, more cost-effective supplier trading relationships,
it was necessary in certain instances to make upfront payments
until these relationships could be fully developed.
Our inventory reduction programme continued in 2024, resulting
in a decrease of €3.3 million, excluding FX effects. Despite this
reduction, the average inventory period slightly increased to 7.6
months due to a decline in trading activity in 2024, compared to
7.5 months at the end of 2023. Over the previous two years, this
initiative has successfully reduced inventory by a total of €8.9
million.
In 2024, the Group paid a total of €755,000 related to historical
acquisitions in HDR (USA), RocDrill (France), the minority interest
buyout in Mincon West Africa, and Campbells (USA). Additionally,
the Group distributed €4.5 million in dividends to its shareholders
in 2024.
Conclusion
The comprehensive review conducted in 2024 is set to enhance
Group competitiveness, with the process continuing in 2025. The
optimised raw material supply chain, now well-established and
appropriately resourced, will positively impact our manufacturing
operations and inventory management, subsequently bolstering
overall Group competitiveness in our markets.
Market conditions are also showing signs of improvement,
particularly within the construction and geothermal industries.
This is mainly due to a reduction in inflation and a gradual reversal
of interest rate hikes. However, it is anticipated that interest rates
will not return to the lower levels seen in the decade prior to 2023.
Efforts to improve our net cash position continued throughout
2024, although the desired outcomes were not fully realised
due to challenging market conditions in certain industries. Our
factories have benefited from significant investment, as evidenced
by the substantial capital allocation during previous years. The
underutilised factory capacity is projected to be advantageous
for the Group in the upcoming years. This, alongside enhanced
products in our served markets and improved competitiveness
are expected to improve key financial metrics for the Group such
as Earnings Per Share (EPS) and Return on Capital Employed
(ROCE).
Mark McNamara
Chief Financial Officer
10 March 2025
21
CHIEF FINANCIAL
OFFICER’S REVIEW CONTINUED
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
PATRICK PURCELL
Non-Executive Director
Age 87
Patrick served an apprenticeship in the Irish
Air Corps in the 1950s and later qualified as
an accountant in Australia in 1961. When
he returned to Ireland in 1967 he joined
Shannon Diamond & Carbide Ltd, (later
Boart Longyear) and worked in various
capacities with their European Group
Companies for the next 10 years. His roles
with Shannon Diamond & Carbide included
that of cost accountant, sales and marketing
director and a period as a general manager
of their manufacturing plant in Norway
before becoming their Director for European
sales companies and product development.
Patrick founded Mincon in 1977 and
developed the Group, firstly in Ireland
and then into overseas areas including
USA, Canada, Australia, South Africa and
Sweden. Patrick remained as Executive
Chairman until 2012 but continued to
work with the Group as an adviser on new
projects.
HUGH MCCULLOUGH
Non-Executive Chairman
Age 74
Hugh has over 40 years’ experience in
gold and base metal exploration, principally
in Ireland, Ghana, Mali and Papua New
Guinea. Having previously worked as a
project geologist, in 1982 he became Chief
Executive of Glencar Mining plc. Hugh was
responsible for the management, financing
and strategy of Glencar for over 27 years
until it was acquired by Gold Fields Limited
in September 2009.
Hugh is a geologist and holds an honours
degree in geology from University College
Dublin and a degree of Barrister-at-Law from
the King’s Inns, Dublin.
PAUL LYNCH
Senior Independent Non-Executive Director
Age 58
Paul currently acts as strategic adviser for a
number of companies having recently served
as Chief Financial Officer of Applegreen
plc, a quoted petrol forecourt retailer in the
Republic of Ireland and the United Kingdom,
between 2014 and 2017. Paul qualified as a
chartered accountant with Arthur Andersen
in 1990, after which followed a wide-ranging
career in corporate finance and senior
management across a number of industry
sectors. He was a director of Heiton Group
plc for seven years, from 2000 to 2007,
initially as Head of Corporate Development
and subsequently as Managing Director
of its Retail Division. Paul served as chief
executive of large-scale businesses in the
retail, manufacturing, waste management
and facility services sectors and he has led
and concluded over 20 M&A transactions
across diverse industries and jurisdictions.
PIRITA MIKKANEN
Non-Executive Director
Age 59
Pirita is currently a Vice President of Energy
with the Metsä Group, a Finnish forest
industry group operating in international
markets, focused on the responsible
processing of northern wood into first-class
products. Her team at Metsa works to
ensure reliable and cost-effective energy
production and leads the sustainable
development of Metsä utilities. Prior to
joining Metsa, her experience included
roles with TM Systems Oy, an industrial air
systems company with a focus on reducing
energy usage and emissions, and serving
as CEO of Lifa Air Ltd Oy, a pioneer in the
development of services, machines and
equipment that enable cleaner and healthier
indoor air. She has acted as a fund manager
and board member of climate funds. Pirita
holds a Ph.D in Applied Physics, focusing on
cleantech on pollution prevention, from the
Helsinki University of Technology.
ORLA O’GORMAN
Non-Executive Director
Age 52
Orla has in-depth understanding of scaling
companies through 25+ years’ experience of
working with them from the perspectives of
an executive leader, advisor, capital markets
operator and Non-Executive Director. Orla
was formerly Head of Listing for Ireland
and UK at Euronext. In 2015 she founded
Euronext’s IPO ready programme, to give
companies the required skillsets for raising
strategic finance. Orla is a strong advocate
for funding scaling companies and is a
member of Scale Ireland’s Steering Group.
Orla is a Non-Executive Director of Cairn
Homes plc, Bon Secours Health System
and Elite SpA; she is also a member of the
Elkstone Ventures Advisory Board. Orla has
a Bachelor of Commerce and Master of
Accounting from University College Dublin.
She is a Fellow of the Institute of Chartered
Accountants in Ireland and is a member of
their Ethics and Governance Committee,
and Sustainability Expert Working Group.
At 31 December 2024, the Board of Mincon comprised of
five Non-Executive Directors and two Executive Directors.
Details of the Directors are set out below:
NON-EXECUTIVE DIRECTORS
BOARD OF
DIRECTORS
22
23
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
EXECUTIVE DIRECTORS AND COMPANY SECRETARY
JOSEPH PURCELL
Chief Executive Officer
Age 58
Joseph qualified as a mechanical engineer in
1988 at University College Galway, in Ireland
and since then has worked with Mincon in
various capacities. DTH hammer design
has been his main area of specialisation
although he has extensive experience in
manufacturing methods, heat-treatment and
process development. His hammer design
work has included seven years in Perth,
Australia where he developed a successful
range of reverse circulation and conventional
DTH hammers for local and export markets.
Joseph was appointed as chief technical
officer for the Mincon Group on his return
from Australia in 1998. In May 2015, Joseph
was appointed Chief Executive Officer of
Mincon Group plc.
THOMAS PURCELL
Chief Operations Officer
Age 53
Thomas Purcell had a background in
accounting prior to immigrating to the USA
to work with Mincon on a new joint venture
opportunity in the country. He worked for
the Mincon Group in the dimensional stone
quarrying industry during which time he
was key in setting up operations in Virginia
and North Carolina. In 1996, Mincon sold
its investment in the quarrying entities to
Marlin Group of South Africa. He worked in
various positions with their USA subsidiary
from Purchasing and Safety Manager of
four quarrying companies, to CFO and
Operations Manager for their Atlanta based
operation, Stone Connection. He re-joined
the Mincon Group in 1999 as President of
Mincon, Inc.
MARK MCNAMARA
Chief Financial Officer & Company Secretary
Age 44
Mark began his finance career in public
practice in 2004 where he qualified as
an accountant. He began working with
Mincon as Financial Controller of Mincon
International Ltd. in March 2010. He
moved into the position as Group Financial
Controller in 2013 prior to the IPO of
Mincon where he was the lead accountant.
Preceding his finance career Mark worked
in airline operations and holds a bachelor’s
degree in information technology.
BOARD OF DIRECTORS
CONTINUED
24
25
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
26
27
The Directors present the directors’
report and the consolidated financial
statements of Mincon Group plc for the
year ended 31 December 2024.
Principal activities of the Group
Mincon is an Irish engineering Group, specialising in the design,
manufacture, sales and servicing of rock drilling tools and
associated products. The Group’s manufacturing facilities are
located in Shannon, Ireland, in Sunne, Sweden, in Tampere,
Finland, in Perth, Australia, in Johannesburg, South Africa, in
Benton, Illinois and Fruita, Colorado in the USA, and North Bay
Ontario in Canada.
Mincon has a clear vision and determined focus giving priority
towards:
• highest design specifications;
• best manufacturing methods and processes; and
• delivery of superior products to our customers.
Mincon also maintains a network of sales and distribution
companies in a number of international markets to provide after-
sales support and service to customers. Products, comprising
both Mincon manufactured products and third party products that
are complementary to Mincon’s own products, are sold directly to
the end user or through distributors.
Business review
Commentaries on performance in the year ended 31 December
2024, including information on recent events and likely future
developments, as reviewed by the Board are contained in the
Chairman’s Statement (page 6), Chief Executive Officer’s Review
(page 8) and Chief Financial Officer’s Review (page 18). The
performance of the business (pages 75-76) and its financial position
(page 77) is included in the Chief Financial Officer’s Review.
The Directors review KPI’s for Operating Profit, Inventory and
Debtors throughout the year. The KPI’s are also discussed in the
Chief Financial Officers Review on pages 18-21.
The principal risks and uncertainties faced by the Group are
reflected in the principle and significant risk review section
(pages 12-17).
Dividend
In June 2024, Mincon Group plc paid a final dividend for 2023 of €0.0105 (1.05 cent) per ordinary share. In December 2024, Mincon
Group plc paid an interim dividend for 2024 of €0.0105 (1.05 cent) per ordinary share.
The Directors recommend the payment of a final dividend of €0.0105 (1.05 cent) per share for the year ended 31 December 2024 (31
December 2023: 1.05 cent per share), subject to approval at the AGM. (Note 28)
Directors and Secretary
The dates of appointments and resignations of the Company’s Directors and Secretary are set out in the table below:
DIRECTORS
DATE OF APPOINTMENT
Patrick Purcell
16 August 2013
Hugh McCullough
13 December 2016
Joseph Purcell
23 September 2013
Thomas Purcell
23 September 2013
Paul Lynch
05 December 2019
Pirita Mikkanen
14 March 2022
Orla O’Gorman
06 December 2023
COMPANY SECRETARY
Mark McNamara
03 August 2023
DIRECTORS’ REPORT
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
28
29
Substantial shareholders
As at close of business on 10 March 2025, in so far as is known to the Company, the following persons are, directly or indirectly,
interested in 3% or more of the issued share capital of the Company:
SHAREHOLDER
ORDINARY SHARES AS AT THE
DATE OF THIS DOCUMENT
PERCENTAGE OF ISSUED
ORDINARY SHARE CAPITAL
Kingbell Company
119,671,200
56.32%
Setanta Asset Management
26,788,627
12.61%
Fidelity Investments
21,247,237
10.00%
Rentrop Investment Office
18,726,990
8.81%
Davy Stockbrokers
8,962,081
4.22%
None of the Group’s major shareholders, as listed above, have different voting rights attaching to ordinary shares held by them in the
Group. The Purcell family vehicle, Kingbell Company, have certain Board nomination rights for so long as their respective shareholdings
remain above certain thresholds.
A breakdown of the Directors’ and Company Secretary’s’ interest in the issued share capital of the company is detailed in page 36.
Financial risk management
The Group’s operations expose it to financial risks including credit risk, interest rate risk and foreign currency risk. The Group manages
risk in order to reduce the impact of these risks on the performance of the Group and it is the Group’s policy to manage these risks
on a non-speculative manner. The Group does not utilise derivative financial instruments to hedge economic exposures. Details of the
Group’s financial risk management objectives and policies are set out in note 22 to the financial statements.
Compliance Statement
The Directors acknowledge that they are responsible for securing compliance by Mincon Group plc (the ‘Company’) with its relevant
obligations as are defined in the Companies Act, 2014 (the ‘Relevant Obligations’). The Directors confirm they have drawn up Company
policies with respect to compliance by the Company with its Relevant Obligations. The Directors further confirm the Company has
put in place appropriate arrangements or structures that are, in the Directors’ opinion, designed to secure material compliance with
its relevant obligations including reliance on the advice of persons employed by the company and external legal and tax advisers as
considered appropriate from time to time and that they have reviewed the effectiveness of these arrangements or structures during the
financial year to which this report relates.
Political contributions
The Group and Company did not make any contributions during the year disclosable in accordance with the Electoral Act 1997.
Research and development
The Group’s strategy around research and development is set out
in the Strategy section of this Annual Report. The Group invested
€3.8 million on research and development in 2024 (2023: €4.1
million), €NIL of which has been capitalised (2023: €NIL).
Corporate governance
The Board of Mincon is committed to achieving high standards
of corporate governance, integrity and business ethics for all
activities as set out in the Statement of Directors’ Corporate
Governance of this Annual Report.
Accounting records
The Directors believe that they have complied with the requirement
of Sections 281 to 285 of the Companies Act 2014 with regard to
maintaining adequate accounting records by employing accounting
personnel with appropriate expertise and by providing adequate
resources to the financial function. The accounting records of the
company are maintained at the company’s offices at Smithstown
Industrial Estate, Shannon, Co Clare.
Significant events since year-end
Details of significant events since year-end are set out in note 28
to the financial statements.
Going Concern
The Directors, having made enquiries, have a reasonable expectation
that the Group and the Company have adequate resources to
continue in operational existence for the foreseeable future.
Mincon Group continues to monitor the war in Ukraine and review
the procedures that we have in place to mitigate the effects this is
having on our operations. Additionally, the political landscape of the
countries in which we operate is closely watched to ensure that we
can implement necessary strategies to ease any negative impact
political decisions could have on the Group.
The Group availed of the option to enter into overdraft facilities and
to draw down loans of €2.2 million during 2024. Mincon Group has
loans and borrowings totalling €37.7 million as at 31 December
2024, of which €14 million is recognised as current, as detailed in
note 18 to the financial statements. The low level of total debt as
a percentage of total assets and the availability of funds if required
gives the Directors comfort that there are minimal Going Concern
indicators as at 31 December 2024.
The Directors have also taken account of the financial outlook to
31 March 2026 which included reviewing the Group’s cash flow
forecast. The Directors separately considered the Fair Value less Cost
to Sell (FVLCS) impairment assessment highlighted in note 12 of
the financial statements which did not indicate an impairment issue.
This compounded with the Groups cash forecast review indicates
the appropriateness of the Director’s opinion on adopting the Going
Concern basis of accounting. Mincon Group also has identified
a number of other mitigating factors that can be implemented to
preserve cash and other resources in the event of any decline in
operations. The Directors believe that sufficient financial resources
are available to enable the Group to meet its liabilities as they fall
due for at least 12 months from the date of approval of the financial
statements. For this reason, they continue to adopt the going
concern basis in preparing the financial statements.
Disclosure of information to the auditor
Each of the Directors individually confirms that:
• in so far as they are aware, there is no relevant audit
information of which the Company’s statutory auditor is
unaware; and
• and that they have taken all the steps that they ought to have
taken as a Director in order to make themselves aware of any
relevant audit information and to establish that the Company’s
statutory auditor is aware of such information.
Auditor
The auditors, Grant Thornton, continue in office in accordance
with Section 383(2) of the Companies Act 2014.
On behalf of the Board
Hugh McCullough
Joseph Purcell
Chairman
Chief Executive Officer
10 March 2025
DIRECTORS’ REPORT
CONTINUED
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31
Mincon’s strategy is to develop
long term sustainable competitive
advantage through designing and
manufacturing world class products,
that will bring value for our customers.
30
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32
33
The Board of Mincon is committed
to maintaining the highest standards
of corporate governance. The Group
is required to apply the principles of
a recognised corporate governance
code, and the Board acknowledges the
importance of adhering to this code.
The Board confirm that the Group complies with the principles and
provisions of the QCA Corporate Governance Code, as issued
by the Quoted Companies Alliance in April 2018. This includes a
code of best practice for AIM companies, comprising principles
intended as a minimum standard, and recommendations for
reporting corporate governance matters. The Directors recognise
the importance of sound corporate governance and have taken
account of the principles of the QCA Guidelines, wherever possible
and as appropriate to the size, nature and resources of the Group.
It is also our intention to be as open and transparent about our
governance arrangements as possible and use the annual report to
give details of changes and improvements made during the year.
The Board
The Company is controlled through its Board of Directors. As at
the date of this report, the Board comprises five Non-Executive
Directors and two Executive Directors. Biographical details on
the Board members are set out in the section entitled “Board
of Directors”. The Board’s primary roles are to create value for
shareholders, to provide leadership to the Group, to approve the
Group’s strategic objectives and to ensure that the necessary
financial and other resources are made available to the Group to
enable them to meet those objectives.
All of the Directors are subject to election by shareholders at
the first Annual General Meeting after their appointment to the
Board and seek re-election at least once every three years. When
a Director retires or resigns the Board seat is filled through the
Nomination & Governance Committee of the Board and the
individual is also subject to regulatory approval by the Stock
Exchange, and the support of our Nomad.
The Board is responsible to the shareholders for the proper
management of the Group and the Directors hold Board meetings at
least six times per annum and at other times as and when required
to review the operational and financial performance of the business,
and to be updated on strategic, commercial, product and service
matters. All key capital investment decisions, and acquisitions, new
activities and distribution points are subject to approval by the Board.
The Board considers itself to be sufficiently independent. The QCA
Code suggests that a board should have at least two independent
Non-Executive Directors. One of the five Non-Executive Directors,
Mr. Patrick Purcell, is the company founder and majority shareholder
through a trust. None of the rest of the Board is a significant
shareholder, save through that trust for certain executive members.
The Senior Independent Non-Executive Director is Mr. Paul Lynch.
Non-Executive Directors receive their fees only in the form of cash
emoluments fully taxed in compliance with the income tax regime
of the Irish residence of the Mincon Group plc. Certain receipted
travel expenses are also paid to accommodate the attendance at
Board meetings.
The Board is responsible for formulating, reviewing and approving
the Group’s strategy, budgets and corporate actions. The Board
has delegated responsibility for the day-to-day management of
the Group to the Executive Management Team. There are clear
divisions of responsibilities between the roles of the Chairman and
Chief Executive Officer.
Managing and communicating risk and implementing internal
control
The Board is responsible for putting in place and communicating a
sound system to manage risk and implementing internal control.
The Board is responsible for reviewing the effectiveness of the
systems of risk management and internal control. The internal
controls are designed to manage rather than eliminate risk
and provide reasonable but not absolute assurance against
material misstatement or loss. Through the activities of the Audit
Committee, the effectiveness of these internal controls is reviewed
annually, progress is reported on as systems and procedures are
developed, and explanations are requested from management on
such matters as may come or be brought to the attention of the
Committee.
The Audit Committee meets with the Auditors both separately and
with the Executive Management Team, to consider such matters
as may be reported on formally and regularly, but also to discuss
the business compliance with, and the development of systems,
risk mitigation and commercial procedures.
The Directors have outlined in the principal and significant risks
section the key risks facing the Group and strategies to manage
these risks.
A comprehensive budgeting process is completed once a year
for the coming year, and this sits within an updated rolling three-
year plan. It is reviewed and approved by the Board. The Group’s
results, compared with the budget and the prior year, together with
any foreseen risk and other matters, are reported in detail to the
Board at each Board meeting.
The Group maintains appropriate insurance cover in respect of
actions taken against the Directors because of their roles, as well as
against material loss or claims against the Group. The insured values
and type of cover are comprehensively reviewed on a periodic basis.
The compliance, audit, risk and policy matters are reported to the
executive as they occur, are discussed among the executive and
reported on to the Board and to the Chair together with the actions
taken and proposed to respond appropriately to the matter flagged.
Corporate communication and investor relations
The Group recognises the importance of shareholder
communications. The Group seeks to maintain a regular dialogue
with both existing and potential new shareholders in order to
communicate the Group’s strategy and progress and to understand
the needs and expectations of shareholders.
Beyond the Annual General Meeting, the Chief Executive Officer,
Chief Financial Officer and Chief Operations Officer, and such
other key executive members as may be relevant to the matter,
meet regularly with investors and analysts to provide them with
updates on the Group’s business and to obtain feedback regarding
the market’s expectations of the Group.
This follows on from the half year and full year announcements of
the results for the Group when the Chief Executive Officer, Chief
Financial Officer, Chief Operations Officer and certain other key
executives travel to meet existing and prospective shareholders and
analysts/commentators on an individual and collective basis. These
meetings have on occasion been carried out by way of online video
calls also since the COVID-19 pandemic. It also occurs during any
particular year on an ad hoc basis with the announcements of key
events around contracts, products, and corporate transactions.
We provide further updates as required on acquisitions,
performance of key elements, products and markets as may be
necessary and which may be important to the understanding of
the strategy, the market position, the business, the products and
the team. In addition, though there is no regulatory requirement
for it, the Group has decided to provide quarterly updates over
recent years to provide more timely insight for stakeholders,
and to provide a platform for more informed decision making
and questioning by stakeholders. Attention is drawn to these
announcements on the corporate website. In addition to this,
shareholders are actively encouraged to visit key sites, meet key
people and discuss the business of the Group.
Necessary up-to-date experience, skills and capabilities
The Board considers that all of the Non-Executive Directors are of
sufficient competence and calibre to add strength and objectivity
to its activities, and bring considerable experience in our industry,
and in the general operational and financial development of our
companies. This may be direct experience of corporate finance
and investment and the mining industry in general from hands on
experience.
The Board regularly reviews the composition of the Board to ensure
that it has the necessary breadth and depth of skills to support the
ongoing development of the Group.
The Chairman, in conjunction with the Company Secretary,
ensures that the Directors’ knowledge is kept up to date on key
issues and developments pertaining to the Group, and on its
operational environment and to the Directors’ responsibilities as
members of the Board.
Board evaluation
The Board conducted a self-evaluation process in 2024, which
included assessing the overall Board performance and that of the
subcommittees. This followed an external Board evaluation in 2023.
The self-evaluation involved a similar procedure, with the Executive
Management Team and all Board members being interviewed by
the Chairman on behalf of the Board and the Chairperson in relation
to each Board subcommittee. All recommendations resulting from
the process were shared with the Board.
Directors’ independence
The Board has determined that Hugh McCullough, Paul Lynch,
Pirita Mikkanen and Orla O’Gorman are independent within the
meaning of the QCA Guidelines. Patrick Purcell is not considered
independent within the requirements of the QCA Guidelines by
virtue of his shareholding in the Company. The two Executive
Directors on the Board are Joseph Purcell and Thomas Purcell.
Governance structures and processes
The Board has overall responsibility for promoting the success of
the Group through the Executive Management Team. The Executive
Directors and the Executive Management Team have day-to-day
responsibility for the operational management of the Group’s
activities. The Non-Executive Directors are responsible for bringing
independent and objective judgement to Board decisions.
STATEMENT OF DIRECTORS’
CORPORATE GOVERNANCE
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
34
Governance structures and processes continued
There is a clear separation of the roles of Chief Executive Officer
and Non-Executive Chairman. The Chairman is responsible for
overseeing the running of the Board, ensuring that no individual
or group dominates the Board’s decision-making and that the
Non-Executive Directors are properly briefed on matters. The
Chairman has overall responsibility for corporate governance
matters in the Group.
The Chief Executive Officer has the responsibility for implementing
the strategy approved by the Board and managing the day-to-
day business activities of the Group. In addition, the CEO, along
with the CFO and COO, engages with the shareholders and
other stakeholders of the Group when appropriate to do so. The
Executive Directors have primary responsibility for engagement
with the shareholders and other stakeholder Groups. In addition,
the Senior Independent Director is available to discuss specific
issues, as well as being available to shareholders generally, should
they have concerns that have not been addressed through the
normal channels. The Company Secretary is responsible for
ensuring that Board procedures are followed and that the Group
complies with applicable rules and regulations.
The Board has established an Audit Committee, a Remuneration
Committee, a Nomination & Governance Committee and an
Environment & Sustainability Committee with formally delegated
duties and responsibilities. The Board deals with matters relating
to health and safety and risk through the Board (as opposed to
through a separate committee).
The ultimate responsibility for reviewing and approving the annual
financial statements and interim statements remains with the
Board. The Audit Committee works with the executive team to
obtain such explanations and information as it requires, and may,
supported by the external auditors, ask that the executive amend,
adjust or provide explanations to the Board, through the Board to
the Stock Market, on our website, or in the annual or other reports
as it may see fit.
Communication on how the Group is governed
The Group places a high priority on regular communications
with its various stakeholder groups and aims to ensure that all
communications concerning the Group’s activities are clear, fair
and accurate. The Board communicates on such matters and on
how the Group is governed through the annual report, and may
also give updates through announcements and presentations to
shareholders on an individual or Group basis.
The Group’s website is regularly updated, and users can register
to be alerted when announcements or details of presentations and
events are posted onto the website. The Group’s financial reports
and notices of General Meetings of the Company can be found on
the website.
The results of voting on all resolutions are posted to the RNS
section of the Group’s website, including any actions to be taken
as a result of resolutions for which votes against have been
received.
Audit committee
Further details on the duties and activities of the Audit Committee
can be found in the Audit Committee Report on page 38 to 40.
Nomination & Governance Committee
Further details on the duties and activities of the Nomination
& Governance Committee can be found in the Nomination &
Governance Committee Report on page 41 to 43.
Remuneration Committee
Further details on the duties and activities of the Remuneration
Committee can be found in the Remuneration Committee Report
on page 44 to 46.
Environment & Sustainability Committee
Further details on the duties and activities of the Environment
& Sustainability Committee can be found in the Environment &
Sustainability Committee Report on page 47.
Share ownership and dealing
Mincon has adopted a share dealing policy that complies with Rule
21 of the AIM Rules and Rule 21 of the Euronext Growth Rules
relating to Directors’ dealings as applicable to AIM and Euronext
Growth companies respectively. Mincon takes all reasonable steps
to ensure compliance by applicable employees.
Directors’ remuneration
Details of individual remuneration of Directors are set out in the
Remuneration Committee Report page 46.
35
STATEMENT OF DIRECTORS’
CORPORATE GOVERNANCE CONTINUED
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36
37
DIRECTORS’ AND COMPANY SECRETARY’S SHARE INTERESTS
The beneficial interests of the Directors and Company Secretary (including those of their spouses and children) who held office at 31
December 2024 in the share capital of the Company was as follows:
NAME
ORDINARY
SHARES HELD
PERCENTAGE OF ISSUED
ORDINARY SHARE CAPITAL
Kingbell Company
119,671,200
56.32%
Paul Lynch
95,851
0.04%
Hugh McCullough
46,763
0.02%
Mark McNamara
69,703
0.03%
Kingbell Company, is a company controlled by Patrick Purcell.
No Director or member of a Director’s family has a related financial product referenced to the Company’s share capital. There are no
outstanding loans as at 31 December 2024 (2023: €Nil) granted or guarantees provided by any company in the Group to or for the benefit
of any of the Directors other than amounts disclosed in note 27 to the financial statements. There have been no changes in the interests
of the other Directors and the Company Secretary in the period to 10 March 2025.
Other transactions with the Directors are set out in note 27 to the consolidated financial statements.
Stakeholder’s and social responsibilities and their implications
for long-term success
The Group understands that a number of different stakeholders
have an interest and are impacted by the activities of the
Group. Amongst those stakeholders are the direct owners and
employees of the Group, investors and dependents, and our
suppliers and customers. There are also the regulatory authorities
in the jurisdictions in which we have activities, employees and
customers, and legal and environmental frameworks with which
our businesses are required to comply.
The Group is aware of its corporate social responsibilities and the
need to maintain effective working relationships across a range
of stakeholder groups. These include the Group’s employees,
partners, suppliers, regulatory authorities and the customers
involved in the Group’s activities. The Group’s operations and
working methodologies take account of the need to balance the
needs of all of these stakeholder groups while maintaining focus
on the Board’s primary responsibility to promote the success of
the Group for the benefit of its members as a whole.
The Group endeavours to take account of feedback received from
stakeholders, making amendments to working arrangements and
operational plans where appropriate and where such amendments
are consistent with the Group’s longer-term strategy.
The Group takes seriously the well-being of its employees
consistent with the guidelines in the various jurisdictions and
industries within which it works.
The Group takes due account of any impact that its activities
may have on the environment and seeks to minimise this impact
wherever possible, as detailed on page 47, and in our Environment
& Sustainability Committee report. Through the various procedures
and systems, that it operates, the Group works to ensure full
compliance with health and safety and environmental legislation
relevant to its activities.
The Group reviews its environmental footprint, across our
manufacturing sites, with goals being set and targets to be
achieved.
The objectives are to reduce our footprint, to reduce the energy
and waste costs of our business, and to achieve a higher rating
for environmental considerations while also reducing the cost
associated with our production.
Mincon Group plc’s energy management policy aims to;
• avoid unnecessary energy costs
• monitor overall electricity, gas, oil, process gases and lubricant
oils usage on a regular basis;
• monitor electricity usage of the significant energy using
equipment;
• report energy performance indicators (EnPIs) at quarterly and
annual management review meetings;
• improve the cost effectiveness of producing a safe, comfortable
working environment and,
• comply with current energy and environmental legislation and
protect the environment by minimising CO2 emissions.
Further details regarding these planned objectives are outlined on
page 47 and in our Environment & Sustainability Committee report.
Corporate culture
The Board seeks to maintain the highest standards of integrity and
probity in the conduct of the Group’s operations. These values are
preserved in the written policies and working practices adopted by
all employees in the Group. An open culture is encouraged within
the Group, with regular communications to staff regarding progress
and staff feedback regularly sought. The Executive Management
Team regularly monitors the Group’s cultural environment and
seeks to address any concerns that may arise, escalating these to
Board level as necessary.
The Group seeks to act with fairness towards its stakeholders, and
its competitors, in the conduct of its business, and expects that
this would be reciprocated.
The Group is committed to providing a safe environment for its
staff and all other parties for which the Group has a legal or moral
responsibility in this area. The Executive operates a health and
safety team in each of the manufacturing facilities which meets
monthly to monitor, review and make decisions concerning health
and safety matters.
The Group’s health and safety policies and procedures are
enshrined in the Group’s documented quality systems, which
encompass all aspects of the Group’s day-to-day operations. The
Board asks for a quarterly report on health and safety matters
encompassing the compliance, audit, risk and policy development
of the Group and the subsidiaries. There were no significant OHS
incidents during the year. The Groups OHS policy can be viewed on
our website at https://mincon.com/our-company/health-safety
STATEMENT OF DIRECTORS’
CORPORATE GOVERNANCE CONTINUED
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38
39
Duties and Responsibilities
The Committee’s role is to assist the Board in fulfilling its oversight
responsibilities. The Committee monitors and reviews the integrity
of the Group’s financial reporting and other announcements
relating to its financial reporting and manages the relationships
between the Company and its external auditor. The Committee
makes recommendations to the Board based on its activities, all of
which were accepted during the year.
The Committee’s responsibilities are set out in its Terms of
Reference (“Terms”) which were reviewed during the year and can
be accessed on the Company’s website (corporate.mincon.com).
The main duties and responsibilities to the Committee are
summarised as follows:
• monitoring the integrity of the Group’s financial statements
including reviewing significant financial reporting judgements/
estimates and changes in accounting policies;
• reviewing internal control and risk management systems;
• reviewing periodically the requirement for an Internal Audit
function and the performance of Internal audit duties in the
absence of such a specific function;
• making a recommendation to the Board in relation to the
continued appointment and remuneration of the external
auditor; and
• assess the performance of the external auditor, including their
independence and objectivity.
Membership
The Committee currently comprises three Non-Executive
Directors, Orla O’Gorman (Chair), Paul Lynch and Pirita Mikkanen,
all of whom are considered independent by the Board. As part
of the internal evaluation process and in line with best corporate
governance practice it was agreed that the Chair of the Board
would no longer be a member of the Committee but would be
invited to join meetings.
Members are appointed to the Committee by the Board, based on
the recommendations of the Nomination & Governance Committee
in consultation with the Chair of the Committee. The Board is
satisfied that the members of the Committee bring a wide range
of skills, expertise and experience in commercial, financial and
audit matters arising from the senior positions they hold or held
in other organisations, as can be seen from the biographies on
pages 22 to 24 of this Annual Report.
The Board is satisfied that the mix of business and financial
experience enables the Committee to effectively fulfil its
responsibilities. The company secretary or his nominee acts as
the secretary to the Committee and the Committee may obtain,
at the Group’s expense, outside legal or other professional advice
needed to perform its duties. The Committee has unrestricted
access to the Group’s finance team.
Meetings
Committee meetings are scheduled at appropriate times in the
reporting and auditing cycle. During 2024, the Committee met
on six occasions and attendance is noted as per the table below.
Meetings are generally scheduled to complement the financial
reporting cycle and thus enable the Committee to carry out its
duties in relation to the financial statements. Meetings are called
by the secretary at the request of any of the Committee members
or at the request of the external auditor. Reports are circulated
in advance of the meetings to allow the Committee access to
information in a sufficiently timely manner.
The Committee invites the Chief Financial Officer, members from
the finance function, the Group Compliance Officer, members of
management, other Board members, and other relevant personnel
to attend the Committee meetings as required. The external
auditor (Grant Thornton) is invited to attend meetings of the
Committee on a regular basis. In general, the Committee meets in
advance of Board meetings and reports to the Board on the key
outcomes from each meeting.
The Committee has unrestricted access to the Group’s auditor,
with whom it meets at least three times a year. The Committee
meets with the external auditor, without the Executive Management
being present on an annual basis in order to discuss any issues
which may have arisen during the year.
COMMITTEE MEMBER
MEETING ATTENDANCE
Orla O’Gorman (Chair)
6/6
Paul Lynch
6/6
Pirita Mikkanen *
4/5
Hugh McCullough **
5/5
* Pirita Mikkanen was appointed to the Audit Committee in
February 2024
** Hugh McCullough resigned from the Audit Committee in
November 2024
Committee Evaluation
The Committee conducted an internal evaluation of its role and
effectiveness in 2024. The output was discussed at the Committee
and it was concluded that it continued to operate effectively
throughout the year. The Committee’s Terms were updated as part
of this process.
KEY AREAS OF FOCUS DURING 2024
Financial Reporting
The Committee has an important role in providing the Board with
assurance as to the integrity of the Group’s financial reporting
processes and financial statements. As part of this role, the
Committee considers significant accounting policies, any changes
made to them, and any significant estimates and judgements.
The Committee reviews the transparency and integrity of
disclosures in the financial statements. The Committee has
reviewed in detail the areas of significant judgement in respect of
the financial statements for the year ended 31 December 2024.
In order to carry out these duties the Committee had detailed
discussions on these matters with management and considered
a report from the external auditor on the work carried out and
conclusions reached. A summary of this report is included in the
Audit Report set out on pages 66 to 74.
The Committee reviewed the key areas in which estimates and
judgement had been applied in the preparation of the financial
statements including, but not limited to:
Goodwill Impairment Assessment
The Committee considered the goodwill impairment assessment
carried out by management, in accordance with the requirements
of IAS 36 ‘Impairment of assets’ as set out in note 12 of the
financial statements.
In performing their impairment assessment management
determined the recoverable amount of the Cash Generating Unit
(‘’CGU”) and compared this to the carrying value at the date of
testing. The recoverable amount of the CGU is determined based
on fair value less cost to sell calculation.
The Committee considered and discussed with the Executive
Management Team and Grant Thornton, the key assumptions to
understand their impact on the CGU’s recoverable amount.
The Committee was satisfied that the methodology used by
management and the results of the assessment, together with the
disclosures were appropriate.
Going Concern
The Committee considered the use of the going concern
basis of accounting and reviewed the assessment prepared
by management. The Committee was comfortable with the
assessment and has a reasonable expectation that the Group has
adequate resources to continue in operation for the foreseeable
future.
Fair, Balanced and Understandable
The Committee, on behalf of the Board, reviewed the content
of the Annual Report to ensure that, taken as a whole, it is fair,
balanced and understandable, and provides the information
necessary for shareholders to assess the Group’s performance,
position, business model and strategy.
Risk Management, Internal Control and Internal Audit
The Board has responsibility for maintaining effective systems in
relation to risk management and internal control. This includes
approving the Group’s risk appetite and ensuring that there is an
effective risk management framework, including the overall risk
assessment process, and the identification and management of
new and emerging risks. On behalf of the Board, the Committee
has a role in the continued development of a risk awareness
culture by driving the integration of risk and strategy; the
integration of robust internal controls; and the requisite behaviours
and beliefs to support this at all levels of the organisation.
The Committee receives and reviews the Group’s risk register to
ensure that the processes for identifying, managing and mitigating
risks are operating effectively. As the Group continues to grow, the
Committee will continue to evaluate those processes against best
practice with a particular focus on ensuring that any changes to
the Group’s risk profile are recognised and matched by appropriate
mitigating factors. The Board and Committee performed reviews
of the updates to the Group’s risk management framework as
On behalf of the Board, I am pleased to present the report of the Audit Committee
(the “Committee”), for the year ended 31 December 2024.
This report provides an overview of the principal duties and responsibilities of the Committee, its role in ensuring the integrity of the
Group’s published financial information and an outline of its activities for the year.
AUDIT COMMITTEE
REPORT
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
40
41
presented by the Executive Management Team during the year.
As a result, and from direction of the Committee the principal and
significant risks of the Group were updated and are outlined on
pages 12 to 17.
The Committee engages regularly with the Executive Management
Team to ensure that appropriate measures are taken to address
risks as they are identified or as their risk profile changes.
During the year the Group appointed a Group Compliance Officer
with responsibility for the compliance control framework. The
Committee receives regular reports from the Group Compliance
Officer and approves the annual compliance work plan. The
Committee also reviewed the observations on internal control
prepared by the External Auditor as part of the audit process.
The Committee continues to encourage the development of
policies, procedures, management systems and internal controls
that are designed to enhance the existing risk management
framework.
Whistleblowing and Fraud Arrangements
The Board is responsible for overseeing whistleblowing and
ensuring that the Group maintains suitable whistleblowing
arrangements. The Group has a Speak Up Policy and a process
that enables employees to raise concerns in a confidential and
anonymous manner. During the year, the Board reviewed this
policy and process. The Committee is updated if any cases are
raised, and none have been reported in 2024.
External Auditors
The Committee is responsible for overseeing the Group’s
relationship with the external auditor, including reviewing the
effectiveness and quality of their performance, their external
audit plan, their independence from the Group and their audit fee
proposals. The Group’s external auditors, Grant Thornton, were
appointed in May 2022 on completion of an audit tender process.
During the year, the Committee met with the external auditor,
without management being present.
Independence and Provision of Non-Audit Services
The Committee is responsible for ensuring that the external
auditor is objective and independent. As such, Grant Thornton is
prevented from engaging in certain non-audit services that would
compromise its independence, violate any laws and regulations,
and affect its appointment as auditor.
The Committee performed a review of the audit and non-audit
services provided by the external auditor and the fees charged for
those services in respect of the year ending 31 December 2024.
Following this review and the confirmation in writing received from
the Group’s auditor reaffirming its independence and objectivity,
the Committee is satisfied as to Grant Thornton’s independence
and objectivity.
Effectiveness
The external auditor presented their audit plan to the Committee
prior to the commencement of the 2024 year end audit highlighting
their areas of focus, significant audit risks, key audit matters, audit
scope and materiality amongst other matters.
The Committee considers the effectiveness of the external
auditor on an annual basis. In determining the appropriateness
of the auditor, the Committee had full regard to the auditor’s
competence, the quality and efficiency of the audit, and whether
the audit fee is appropriate in relation to size, complexity, and risk
and control profile of the Group. In addition, this was supported
through discussion and review of the audit plan, timings and
resources presented. On reviewing all of the above factors, the
Committee continues to be satisfied with the performance of Grant
Thornton and has informed the Board accordingly.
Corporate Sustainability Reporting Directive (“CSRD”)
During the year the Committee was engaged in implementing the
governance processes and procedures in order to be ready to
comply with CSRD.
Focus for 2025
Looking ahead to 2025, the Committee’s primary focus areas
will remain consistent with those for the year under review,
in accordance with its Terms. The Committee will also take a
proactive approach in anticipating and preparing for upcoming
legislative and regulatory changes, particularly in the area of
climate change and sustainability.
I will be present at the Group’s AGM to answer questions on
the Committee’s activity and matters within the scope of our
responsibilities.
On behalf of the Audit Committee
Orla O’Gorman
Chairperson of the Audit Committee
10 March 2025
On behalf of the Nomination and
Governance Committee and the Board,
I am pleased to present the report of
the Committee for the year ended 31
December 2024.This report details the
Nomination and Governance Committee’s
responsibilities and how the Committee
discharged these duties in 2024.
Duties and Responsibilities
The duties, responsibilities and authorities of the Nomination and
Governance Committee are clearly communicated in our written
Terms of Reference as displayed on our corporate website.
These include, but are not limited to, the following:
• reviewing the structure, size and composition of the Board
compared to its current position and make recommendations
to the Board with regard to any changes
• identifying and nominating candidates for approval by the
Board to fill Board vacancies, considering candidates on
merit and against objective criteria and with due regard to the
benefits of diversity on the Board, including gender, taking care
that appointees have enough time available to devote to the
position
• considering succession planning for the Directors and senior
executives in the course of its work, accounting for the
challenges and opportunities facing the Group, and the skills
and expertise needed on the Board and by the Group in the
future
• evaluating the balance of skills, knowledge, experience, and
diversity on the Board
• carry out a biennial performance evaluation of the Board, its
Committees, and individual Directors.
• give due consideration to applicable legal, regulatory and
listing requirements including, the provisions of the Quoted
Companies Alliance Corporate Governance Code for Small and
Mid-size Quoted Companies, the AIM Rules for Companies
published by the London Stock Exchange plc from time to
time, the Euronext Growth Rules for Companies published by
Euronext, the Companies Act, 2014;
• monitor the Company’s compliance with corporate governance
best practice and recommend to the Board such changes or
additional actions as the Committee deems necessary;
• advise the Board periodically of significant developments in the
law and practice of corporate governance; and
• arrange for periodic reviews of its own performance and, at
least annually, review its constitution and terms of reference
to ensure it is operating at maximum effectiveness and
recommend any changes it considers necessary to the Board
for approval.
Membership
Members, including the Chairman, are appointed to the
Committee by the Board. The Nomination & Governance
Committee comprises Hugh McCullough (Chair), Patrick Purcell,
Paul Lynch and Orla O’Gorman. The Board is satisfied that
the members of the Committee, other than Patrick Purcell are
Independent. The biographical details of each member are set
out on pages 22 to 24. Only members of the Committee have the
right to attend Committee meetings, however, the Chief Executive
Officer and external advisers may be invited to attend, as and
when appropriate. The Company Secretary or his nominee acts as
the Secretary to the Committee.
Meetings
The Committee meets at least twice a year In line with the
Committee’s Terms of Reference and otherwise as is required.
During 2024, the Committee met on three occasions and the
attendance is below:
Committees Attendance
COMMITTEE MEMBER
MEETING ATTENDANCE
Hugh McCullough (Chair)
3/3
Patrick Purcell
3/3
Paul Lynch
3/3
Orla O’Gorman
3/3
The matters dealt with by the Committee during 2024 included the
following:
Discussion on the creation of a senior HR function at
executive level
The Committee met to discuss the creation of a new senior
executive function in the role of Chief People Officer. It was felt
that the Group's senior executive function would benefit from
the inclusion of senior human resources input, especially in the
context of talent identification and development across the global
leadership team. Following Board approval, external consultants
were retained and the process of identifying and appointing a
suitable candidate in the position of Chief People Officer, reporting
to the Chief Executive Officer, is currently underway.
AUDIT COMMITTEE
REPORT CONTINUED
NOMINATION & GOVERNANCE
COMMITTEE REPORT
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42
43
Board Education
The Committee resolved to continue the process of Board
education and a presentation was delivered to the Board by the
Company’s advisors on the revised QCA Code.
Board Committees and duration of Tenure
The appointment dates of the Directors on the four Board
Committees can be seen below:
NOMINATION & GOVERNANCE COMMITTEE
Hugh McCullough (Chair)
Appointed 2018
Independent
Patrick Purcell
Appointed 2013
Paul Lynch
Appointed 2024
Independent
Orla O’Gorman
Appointed 2024
Independent
AUDIT COMMITTEE
Orla O’Gorman (Chair)
Appointed 2023
Independent
Hugh McCullough*
Appointed 2016
Independent
Paul Lynch
Appointed 2019
Independent
Pirita Mikkanen
Appointed 2024
Independent
REMUNERATION COMMITTEE
Paul Lynch (Chair)
Appointed 2020
Independent
Patrick Purcell
Appointed 2013
Hugh McCullough
Appointed 2024
Independent
ENVIRONMENT & SUSTAINABILITY COMMITTEE
Pirita Mikkanen (Chair)
Appointed 2022
Independent
Hugh McCullough
Appointed 2022
Independent
Paul Lynch
Appointed 2022
Independent
Orla O’Gorman
Appointed 2024
Independent
* Hugh McCullough resigned from the Audit Committee in
November 2024
I would like to thank the members of the Committee for their
commitment and input during the year.
On behalf of the Nomination & Governance Committee
Hugh McCullough
Chairman of the Nomination & Governance Committee
10 March 2025
Amendments to the title and terms of reference of the
Committee
The Committee discussed the title and terms of reference of the
Nomination Committee and felt it the title and terms of reference
should be amended and expanded to incorporate matters of
corporate governance which were not specifically included in the
terms of reference of the other Board Committees. The Committee
was renamed the Nomination & Governance Committee.
Annual Board performance evaluations and individual NED
and Chair evaluations
Following the externally facilitated Board performance evaluation
carried out in 2023, the Committee arranged for an internal Board
performance review to be carried out during 2024.
The findings of this internal review were that the Board is
functioning well and possesses an appropriate breadth of
experience and expertise for a company of our size. A number
of potential areas of focus were identified including management
of our R&D process, risk management, board education and the
above - mentioned proposal to appoint a Chief People Officer.
The root and branch review of the Group’s business and structure
continued from 2023 into 2024. A number of steps were taken
as a result of this review, including the closure of our Sheffield
carbide plant. The review is ongoing and further refinements of
our business structure are anticipated.
Review of the performance of the Committee
The Committee conducted an internal evaluation of its role and
effectiveness in 2024. Each member of the Committee was
interviewed by the Chairman to determine the member's views on
the functioning of the Committee. Each member of the Committee
expressed themselves to be satisfied that the Committee was
operating effectively.
Board and Management Succession
The Committee reviewed the Board composition and concluded
that there was no immediate need to consider expanding the
Board since the Committee was of the view that the existing
skillset and experience of Board members was appropriate.
The Committee also discussed Management and Executive
Management succession and determined that additional analysis
and consideration in that area was required. This analysis and
consideration is ongoing and it is anticipated that it will be
amplified by the addition of the Chief People Officer, referred to
above, when appointed.
NOMINATION & GOVERNANCE
COMMITTEE REPORT CONTINUED
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
44
45
On behalf of the Remuneration Committee
and the Board, I am pleased to present
the report of the Committee for the year
ended 31 December 2024.This report
details the Remuneration Committees
responsibilities and how the Committee
discharged these duties in 2024.
Duties and Responsibilities
The role, responsibilities and authorities of the Remuneration
Committee are clearly communicated in the Committee’s Terms of
Reference’ as displayed on our corporate website. The primary
duties include the following:
• ensuring that remuneration policy and practise is aligned to
the Groups values and is clearly linked to the delivery of the
Groups long term goals;
• in arriving at this policy ensuring all factors such as relevant
legal and regulatory requirements are followed, these factors
should include the suggestions and provisions in the Quoted
Companies Alliance Corporate Governance Code for Small and
Mid-Size Quoted Companies;
• establish and agree with the Board the framework for
the remuneration of the Chief Executive Officer, the Chief
Operations Officer, the Chief Financial Officer. The Committee
Chairperson, together with a Committee of the Executive
Directors, shall make recommendations to the Board in relation
to the remuneration of Non-Executive Directors that will be
within the limits set by shareholders;
• determine the total individual remuneration package of the Chief
Executive Officer, the Chief Operations Officer, the Chief Financial
Officer, and other senior management, including bonuses,
incentive payments and share options or other share awards;
• direct and approve targets for performance related pay
schemes to be implemented by the Group and approve the
total annual payments under such schemes; and
• direct and recommend for approval by the Board targets
and quantum of awards issued under the long term incentive
programme.
Membership
Members, including the Chairperson, are appointed to the
Committee by the Board on the recommendation of the Nomination
& Governance Committee. At least two members of the Committee
shall be independent Non-Executive Directors of the Group. During
the year to 31 December 2024 the Remuneration Committee
initially comprised Paul Lynch (chair), John Doris and Patrick
Purcell. On John’s retirement from the Board in February his place
on the committee was taken by Hugh McCullough.
Only members of the Committee have the right to attend
Committee meetings, however other individuals including external
advisers may be invited to attend, as and when appropriate. The
Chairperson acts as the secretary to the Committee.
Committees Attendance
COMMITTEE MEMBER
MEETING ATTENDANCE
Paul Lynch (Chair)
4/4
Hugh McCullough
4/4
Patrick Purcell
4/4
John Doris *
1/4
* John Doris retired from the Board of Mincon Group in
February 2024.
Our Approach to Remuneration
The Committee’s overall remuneration philosophy is to ensure
pay levels for Executive Directors the Executive Management
Team and senior management are fair and appropriate, that
management are incentivised to implement the Board’s strategy
and that remuneration is aligned with the interests of shareholders
and other stakeholders over the longer term.
Meetings
During 2024 the Committee met on four occasions and had a
quorum of members present for all these meetings. The matters
dealt with by the Committee during 2024 included the following:
Bonus scheme for senior management 2024
The Committee agreed a short-term incentive program for the
2024 financial year, through which the senior management team
could earn up to 50% of their salary based on:
• The achievement of budgeted profit after tax for the year (up to
35% of salary)
• The delivery of targeted number of weeks’ inventory being
carried at the end of the year (up to 7.5% of salary)
• The delivery of a targeted number of debtors days (up to 2.5%
of salary)
• The delivery of revenue and commercial target for
Greenhammer (up to 5% of salary)
Review of proposal for issue of awards under 2022 LTIP plan
The Committee reviewed and approved the proposal to issue
options over 2,860,000 shares at the market price prevailing at
time of award to 22 executives across the group. These options
will vest three years from date of issue conditional as to 50% on
the achievement of CAGR of at least 25% in the three years to 31
December 2026 and 50% on the delivery of an ROCE of at least
13% in the year to 31 December 2026.
The Committee also determined that on the exercise of any
vested options by Senior Executives in the Group they will be
precluded from selling any shares for a period of two years save
as required to fund the payment of related taxes.
Inflationary increase in salary
In locations where there was an agreed inflationary increase for
all employees in the region it was agreed by the Remuneration
Committee that these would also apply to relevant members of the
senior executive team. These increases ranged from 2.5% to 4%.
Review of Terms of Reference for the Remuneration Committee
The Committee reviewed the Terms of Reference for the
Committee and determined that they were still appropriate and
did not require amendment.
Review of the performance of the Remuneration Committee
The Chairman undertook a review with the Committee members,
other members of the Board and senior management to evaluate
the effectiveness of the Remuneration Committee. In summary
it was broadly agreed that it was fit for purpose and played an
effective role in the construction of remuneration packages for the
key executives. It was felt that the Executive Team, in the most
part, were appropriately incentivised while ensuring the packages
were at least in line with their peer group and aligned with the
interests of the all the shareholders.
Review of remuneration packages relative to industry peers
The CEO and COO undertook a review of the remuneration
packages of the key regional executive team relative to similar
positions at peers in the industry. It was reckoned that in most
cases packages were in line with the market albeit that due
to company performance bonuses had not been paid. The
Executive Management Team undertook to review the short term
incentive programme for 2024 and in particular consider the
balance between regional and group criteria and the potential for
additional bonus for significant outperformance.
Performance for year ended 31 December 2024
Mincon did not meet its profit targets during 2024 with a
backdrop of a more competitive environment and weaker market
conditions in certain of our regions and segments. The Company
did however make good progress in driving cash generation from
inventory during the year.
Pay Outcomes for 2024
The impact of Mincon’s performance in 2024 on the
parameters of the bonus scheme were as follows:
• PAT target with a potential benefit of 35% of salary – No bonus
accruing
• Inventory target with a potential benefit of 7.5% of salary –
while progress was made the minimum target was not hit, no
bonus accrued
• Debtor target with a benefit of 2.5% of salary – this target was
partially met
• Greenhammer targets with a potential benefit of 5% of salary –
No bonus accruing
Overall the executives were entitled to an bonus of 2% of salary in
respect of the 2024 performance.
45
REMUNERATION
COMMITTEE REPORT
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46
47
Directors’ Remuneration
Details of individual remuneration of Directors are set out in the table below:
31 DECEMBER 2024
31 DECEMBER 2023
NAME
SALARY
€’000
BONUS
€’000
FEES
€’000
PENSION
€’000
TOTAL
€’000
SALARY
€’000
BONUS
€’000
FEES
€’000
PENSION
€’000
TOTAL
€’000
Non-Executive Chairman
Hugh McCullough
-
-
65
-
65
-
-
65
-
65
Non-Executive Director
Patrick Purcell
-
-
-
-
-
-
-
-
-
-
Non-Executive Director
John Doris
-
-
5
-
5
-
-
55
-
55
Non-Executive Director
Paul Lynch
-
-
55
-
55
-
-
55
-
55
Non-Executive Director
Pirita Mikkanen
-
-
55
-
55
-
-
55
-
55
Non-Executive Director
Orla O’Gorman
-
-
55
-
55
-
-
4
-
4
Chief Executive Officer
Joseph Purcell
200
-
-
30
230
200
5
-
29
234
Chief Operations Officer
Thomas Purcell
222
4
-
30
256
222
5
-
30
257
Total executive
and non-executive
remuneration
422
4
235
60
721
422
10
234
59
725
Evaluation of the Remuneration Committee
The performance of the Committee is evaluated by the Nomination & Governance Committee as detailed in the terms of reference
(7.1.11) of the Nomination & Governance Committee as displayed our corporate website.
On behalf of the Remuneration Committee
Paul Lynch
Chairperson of the Remuneration Committee
10 March 2025
On behalf of the Environment & Sustainability Committee and
the Board, I am pleased to present the report of the Committee
for the year ended 31 December 2024. This report details the
Environment & Sustainability Committees responsibilities and how
the Committee discharged these duties in 2024.
Duties and Responsibilities
The role, responsibilities and authorities of the Environment
& Sustainability Committee are clearly communicated in the
Committee’s Terms of Reference’ as displayed on our corporate
website. The primary duties include the following:
• assess the effectiveness of the Group’s policies, programmes,
practices and systems for: identifying, managing, and
mitigating or eliminating Environmental and Sustainability
risks in connection with the Group’s operations and corporate
activity; and ensuring compliance with relevant legal and
regulatory requirements and industry standards and guidelines
applicable to Environmental and Sustainability matters;
• monitor and review current and emerging Environmental and
Sustainability trends, relevant international standards and
legislative requirements and identify how these are likely to
impact on the strategy, operations, and reputation of the
Group; and determine whether and how these are incorporated
into or reflected in the Group’s Environmental and Sustainability
policies and objectives;
• assess the performance of the Group with regard to the impact
of decisions relating to Environmental and Sustainability
matters, including any social or community projects
undertaken, and related actions upon employees, communities
and other third parties;
• review the quality and integrity of internal and external reporting
of Environmental and Sustainability matters and performance
to ensure that the Company provides appropriate information,
complies with reporting obligations and good industry practice;
• support and provide guidance to management in developing
and updating policies and procedures relating to employee
health and safety, environment and social responsibility; and
• make recommendations to the Board on any of the matters
listed above that the Committee considers appropriate.
Membership
Members, including the Chairman, are appointed to the
Committee by the Board on the recommendation of the
Nomination & Governance Committee. The Environment &
Sustainability Committee comprises Pirita Mikkanen (Chair),
Hugh McCullough, Paul Lynch and Orla O’Gorman. Only members
of the Committee and the Committee Secretary have the right to
attend Committee meetings.
However, other individuals, including the Chairman of the
Board (where not a member of the Committee), the Group Chief
Executive Officer, and other Mincon executives from within
individual business units of the Company and its subsidiaries and
external advisers may be invited by the Committee Chair to attend
for all or part of any meeting when considered appropriate. The
Committee Chairman acts as the secretary to the Committee.
Meetings
The committee shall meet at least two times in each year, and at
such other times as the Committee Chair may determine. During
2024, the Committee met on three occasions and had a quorum
present at all these meetings. The Committee also regularly invites
the Executive Management Team, relevant Mincon employees and
external experts to attend the Committee meetings.
COMMITTEE MEMBER
MEETING ATTENDANCE
Pirita Mikkanen (Chair)
3/3
Hugh McCullough
3/3
Paul Lynch
3/3
Orla O’Gorman
3/3
Performance Outcome and Environment
& Sustainability for 2024
Mincon has adopted the UN Sustainable Development Goals
(SDG) as the framework for sustainability activities. Simultaneously,
the Committee is working with Mincon management to fulfil the
future requirements of EU legislation and stakeholder demands.
Consequently, Mincon is adopting the requirements of Corporate
Sustainability Reporting Standard (CSRD) and incorporating climate
risk assessment into annual risk review.
The Sustainability report of Mincon is published for the full year
of 2024 along with annual reporting. This report includes the
measures and initiatives to meet the company’s sustainability
goals by 2040. Mincon has shown good progress for the selected
5 out of 17 SDG targets that are the most relevant for our
business.
On behalf of the Environment & Sustainability Committee
Pirita Mikkanen
Chairperson of the Environment & Sustainability Committee
10 March 2025
ENVIRONMENT & SUSTAINABILITY
COMMITTEE REPORT
REMUNERATION COMMITTEE
REPORT CONTINUED
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48
49
Statement of Directors’ Responsibilities
in Respect of The Annual Report and
The Financial Statements
The Directors are responsible for preparing the annual report
and the Group and parent company financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and
parent company financial statements for each financial year.
As required by the AIM Rules, they are required to prepare the
Group financial statements in accordance with IFRS as adopted
by the EU. The Directors have elected to prepare the Group
financial statements in accordance with IFRS as adopted by the
European Union (“EU”) and as applied in accordance with the
Companies Act 2014. The Directors have elected to prepare the
parent company financial statements in accordance with FRS 101
Reduced Disclosure Framework as applied in accordance with the
provisions of the Companies Act 2014.
Under company law the Directors must not approve the Group
and parent company financial statements unless they are satisfied
that they give a true and fair view of the assets, liabilities and
financial position of the Group and parent company and of
the Group’s profit or loss for that year. In preparing each of
the Group and parent company financial statements, the
Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and estimates that are reasonable and
prudent;
• state whether applicable Accounting Standards have been
followed, subject to any material departures disclosed and
explained in the financial statements;
• assess the Group and Parent Company’s ability to continue as
a going concern, disclosing, as applicable, matters related to
going concern; and
• use the going concern basis of accounting unless they either
intend to liquidate the Group or Parent Company or to cease
operations, or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting
records which disclose with reasonable accuracy at any time
the assets, liabilities, financial position of the Group and parent
company and the profit and loss of the Group and which enable
them to ensure that the financial statements comply with the
provision of the Companies Act 2014. The Directors are also
responsible for taking all reasonable steps to ensure such records
are kept by its subsidiaries which enable them to ensure that the
financial statements of the Group comply with the provisions of
the Companies Act 2014. They are responsible for such internal
controls as they determine is necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error, and have a general responsible for
safeguarding the assets of the parent company and the Group,
and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities. The Directors are also
responsible for preparing a Directors’ report that complies with
the requirements of the Companies Act 2014.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website. Legislation in the Republic of Ireland
governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
On behalf of the Board
Hugh McCullough
Joseph Purcell
Director
Director
10 March 2025
STATEMENT OF DIRECTORS’
RESPONSIBILITIES
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50
51
The Mincon Sustainability Statement
Mincon aims to lead and inspire the transition to a
sustainable society across all aspects of environmental,
social, governance responsibilities, both now and in the
future. Sustainability is fundamental to how we innovate,
manufacture, and grow our business. We are committed
to continuous improvements, recognising this as
essential to our success.
SUSTAINABILITY
REPORT
2024 Sustainability Snapshot
We aim to combine our engineering ethos – driven by efficiency,
durability and performance – with environmental stewardship
that respects and preserves the planet's resources. This pursuit
of efficiency serves both environmental and economic goals:
reducing resource consumption while delivering superior
performance for our customers.
Beyond the environment, we also actively work to make positive
societal impacts through responsible business practices,
community engagement, and the development of our people. This
holistic approach ensures that as we grow, we create lasting value
for our employees, communities, and stakeholders.
Sustainability is integral to our work and mindset. We have
embraced a structured approach with clear priorities and robust
governance. Through monitoring and transparent reporting, we
hold ourselves accountable for creating a more sustainable future
for the planet and its people.
Please refer to pages 119-120 for a lexicon of the sustainability
jargon used in this section of the report.
01
CO² Reduction
In 2024 we reduced total
manufacturing CO2e by 3.6%,
year-on-year.
02
Emissions Intensity
Reduction
We lowered our emissions intensity
0.9%, year-on-year, as measured in
tons of carbon dioxide equivalent
(tCO2e) per €1m revenue.
03
Ongoing Social Impact
2024 saw continued activity in our
Social Impact CSR programme,
with 45 events across our four
global regions.
04
Disaster Relief Response
Our teams at Mincon North America
responded rapidly to help deliver
disaster relief for communities affected
by Hurricane Helene in late 2024.
05
UN SDGs Performance
In 2024, we achieved higher
scores across all five Sustainable
Development Goals.
06
Sustainability Investments
Investment and planning in
sustainable energy, including EV
chargers and photovoltaic solar
panel installations.
07
ISO Compliance
A second Mincon facility
gained ISO 14001
certification in 2024.
08
Sustainable R&D Milestones
Our Greenhammer and water
hammer technologies have reached
significant milestones towards
providing ongoing carbon savings
for their respective industries.
09
Reporting Developments
Major steps were made towards
CSRD and ESRS compliance, including
commencing a double-materiality
assessment that is due for completion
in Q1 2025. During 2024, we continued
refining processes to ensure more
accurate reporting for Scope 3 emissions.
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
52
53
SUSTAINABILITY
REPORT CONTINUED
LETTER FROM THE ENVIRONMENTAL & SUSTAINABILITY
COMMITTEE CHAIRPERSON
Mincon continued its sustainability efforts despite economic
challenges. The company has set long-term goals to achieve net
zero emissions by 2040. By the end of 2024, Mincon reduced
its Scope 1 and 2 emissions by 15.8% compared to 2021.
This aligns with our commitment to climate action. The primary
impact on climate comes from our clients' businesses and how
Mincon can help them operate more efficiently. Overall, Mincon's
combined Scope 1, 2, and 3 emissions in 2024 were 31.8% lower
than their respective reference years.
In collaboration with our partners, we are enhancing our
innovation through advanced engineering and value chain
partnerships, establishing mutually beneficial alliances committed
to sustainability. Essentially, Scope 3 emissions encompass
the Scope 1 and 2 emissions of other companies within our
value chain. It is imperative that the entire value chain commits
to climate action collectively. By doing so, we not only achieve
significant emission reductions for Mincon but also set a
precedent for future businesses.
While addressing the global climate challenge, we also recognise
our social and economic role regionally and locally. Mincon's
corporate social responsibility (CSR) programme impacts people
and the environment within our own operations, and throughout
our value chain. We focus on our employees' health, safety, and
wellbeing, while also emphasising diversity, equity, and inclusion
through our Diversity, Equality, and Inclusivity policy launched
in 2024. Additionally, we have identified several environmental,
social, and governance topics relevant to our business and
everyday sustainability efforts, in alignment with the UN
Sustainable Development Goals.
The increasing significance of sustainability reports arises from
the demand by investors and other stakeholders for companies to
disclose comprehensive information regarding their sustainability
initiatives and environmental, social, and governance (ESG)
strategies. Numerous legislative documents on ESG, mandating
the disclosure of sustainability information, have already come
into effect and are being prepared at Mincon as well. The
forthcoming Corporate Sustainability Reporting Directive (CSRD)
and European Sustainability Reporting Standards (ESRS), which
draw upon the Global Reporting Initiative (GRI) and partly on
the Greenhouse Gas (GHG) Protocol, form the foundation of the
current reporting practices at Mincon.
While sustainability activities have recently focused on developing
reporting and preparing for CSRD, our Mincon team and
partners are engaging in consistent work and effective activities.
The Environmental & Sustainability Committee collaborates
with Mincon management to meet stakeholder demands and
regulatory requirements. We continuously monitor progress
and assess the impact of our sustainability activities on our
stakeholders. Although, we recently carried out our Double
Materiality Analysis (DMA) with stakeholder assessment, we
welcome ongoing feedback from our stakeholders
Pirita Mikkanen
Chairperson of the Environment & Sustainability Committee
Our Sustainability Roadmap
In line with the CSRD (Corporate Sustainability Reporting
Directive) and ESRS (European Sustainability Reporting
Standards), our double-materiality assessment was carried
out during 2024 and is due for completion in Q1 2025. This
assessment was carried out in collaboration with key stakeholders
across the Group. Through questionnaires, in-depth interviews,
and workshops, we have gathered insights from employees,
customers, suppliers, and other groups.
We assessed impacts by evaluating their scale, scope and
irremediability to determine their severity and likelihood. Similarly,
risks and opportunities were evaluated based on financial
materiality, considering their magnitude and likelihood of potential
occurrences.
Based on the findings of our double-materiality assessment and
from discussions with our key stakeholders, we will establish our
sustainability agenda and structure our approach to address all
relevant sustainability topics.
United Nations Sustainable Development Goals
OUR SUSTAINABILITY FRAMEWORK
Mincon is committed to sustainable and
responsible business practices, which we
implement using recognised frameworks
for sustainability initiatives. In 2022 we
adopted the United Nations Sustainable
Development Goals (UN SDGs) as our
sustainability framework.
We identified the following five Sustainable Development
Goals (SDGs) that directly apply to our business:
• SDG 7: Affordable and Clean Energy
• SDG 8: Decent Work and Economic Growth
• SDG 9: Industry, Innovation, and Infrastructure
• SDG 12: Responsible Consumption and Production
• SDG 13: Climate Change
These goals have guided us in identifying areas for delivering
positive impacts and contributing to a more sustainable future
for our planet, communities, and business. Our sustainability
strategy includes initiatives that contribute to each sustainable
development goal, as well as policies for ensuring sustainability
becomes integral to our decision-making processes. This
approach has resulted in steady progress across all five SDGs –
as detailed in the table at the end of this section.
SDG 7: Affordable and Clean Energy
Our transition to cleaner energy sources continues to gain
momentum through both strategic initiatives and operational
improvements across our global manufacturing network.
At our Shannon facility, the successful commissioning of
rooftop solar installations now partially meets factory electricity
requirements, complemented by active electric vehicle charging
infrastructure and targeted efficiency measures including heating
system optimisation and upgraded heat-treatment equipment.
While our North Bay facility in Canada maintained its focus on
energy efficiency through systematic maintenance programs.
These improvements, combined with our ongoing investments
in energy-efficient manufacturing technologies, demonstrate our
maturing approach to energy management and emissions reduction.
SDG 8: Decent Work and Economic Growth
Paramount to our success is the culture of the Group and the people
involved in our business. In 2024, we developed our Diversity,
Equality and Inclusivity policy, strengthening our commitment to
creating a workplace that is equal and inclusive for all. By continuing
to foster a diverse and inclusive work environment, the individual
and collective talents and perspectives of employees will benefit our
business.
A Group Occupational Health and Safety Report has been disclosed
to the Board of Directors each quarter during 2024. In 2024, we
had one major incident to report which resulted in a total of 92 lost
workdays. All reported minor incidents have been resolved. During
2024, we amended the Group Occupational Health and Safety Policy
which has been shared with all Mincon employees.
There has been a notable improvement across the Group in safety
meetings, risk assessments and training/re-training efforts. Risk
assessments have shown positive progress, along with an increase
in near miss reporting. Opportunities for improvement include re-
inducting employees, developing safe work procedures, carrying
out task observations, and providing refresher training. Additionally,
site audits will be implemented to assess the effectiveness of group
policy implementation and we will be further developing KPI’s for the
Group on OHS.
During 2024, we commenced the Mincon academy and training
initiatives. This provides employees with a structured learning
platform and upon completion of any training program, a certificate
of completion is received. The academy and training involves
upskilling and deepening our sales and services employees’
knowledge of our product offering. This will be instrumental in
building collaborative relationships between Mincon and our
customers. During the year, Mincon employees completed a total
of 417 hours training focused on the DTH, Drill Pipe, Rotary and
Geotech markets, enhancing their ability to align our product
offerings with our sales strategy moving forward.
During 2024, Mincon maintains a corporate culture that respects
the principles aimed at promoting, protecting, and supporting all
internationally recognised human rights as outlined in the UN’s
Universal Declaration of Human Rights and other relevant international
guidelines. Human rights are preserved in laws, regulations, and
international standards and create a foundation for a safe, respectful,
and inclusive work environment. Mincon is committed to protecting
the human rights of all involved in their business operations and
adhere to upholding the following basic human rights.
Relevance
Information
addresses the needs
of users and focuses
on material matters
Faithful
Representation
Information is
complete, neutral, and
free from material error
Comparability
Disclosures enable
stakeholders to
compare data over
time and access
entities
Verifiability
Reported data is
backed by evidence
and auditable
Understandability
Reporting is
concise and easily
interpretable
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
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SUSTAINABILITY
REPORT CONTINUED
SDG 8: Decent Work and Economic Growth continued
Mincon’s business operations are operated in compliance with all
applicable laws and guiding principles on human rights, in particular,
the UN’s Universal Declaration of Human Rights. We expect
everyone working directly or indirectly with us to adhere to these
regulations and principles on human rights and to abide by Mincon’s
Human Rights Policy. Trust and respect in all business dealings are
core values that the Group upholds. The moral and ethical values of
all participants, both internal and external, to the Group are evaluated
throughout our relationship with all involved with Mincon.
Continuous learning and development in human rights are promoted
within our organisation. Indicators that could point to potential
human rights breaches are highlighted to everyone working within
the Group. Systems and processes have been implemented
throughout all of our operations to assess and identify any potential
areas of risk.
SDG 9: Industry, Innovation, and Infrastructure
Innovation remains central to our identity as industry leaders, with
our R&D initiatives increasingly focused on the intersection of
technical excellence and sustainability. Our investment in next-
generation technologies, supported by excellence in customer
service, continues to yield solutions that will deliver measurable
carbon reduction for our customers while enhancing operational
efficiency. Our excellence service ensures high usability and low
energy intensity.
This dual focus on innovation and sustainability has become
deeply embedded in our product development process, driving
improvements across our entire value chain. Included in this is our
water hammer technology for the offshore wind energy industry,
which is at an advanced stage, and in the US market we have
developed products, complemented with technical partnerships, that
offer turnkey solutions for the solar industry. By aligning our technical
expertise with sustainable infrastructure solutions, we are helping
to shape the future of our industry while supporting our customers’
environmental objectives.
SDG 12: Responsible Consumption and Production
The integration of sustainable practices throughout our value chain
reached a significant milestone in 2024 with the introduction of
Environmental Product Declarations (EPDs) at our Finnish operations.
These comprehensive life cycle assessments of our ring bits and
pilot bits represent our evolving commitment to environmental
transparency and product stewardship.
This initiative complements our ongoing development of premium,
energy-efficient drill tooling, in addition to working with customers
to maximise product lifespans, further embedding sustainability
principles into our core business operations.
SDG 13: Climate Change
Our climate strategy matured significantly in 2024 through the
implementation of sophisticated risk and opportunity assessments
aligned with ESRS frameworks. These evaluations have enhanced
our understanding of climate-related impacts across our business
operations and local communities, enabling more targeted and
effective mitigation strategies.
By integrating climate considerations into our strategic planning
processes, we have strengthened our ability to adapt to
environmental challenges while identifying opportunities for business
innovation. This systematic approach to climate risk management
represents the evolution of our environmental commitment from
isolated initiatives to comprehensive business strategy.
Benchmarking sustainability
Our commitment to transparent reporting includes documenting
progress within the identified SDGs, sharing our achievements,
challenges, and lessons learned. The table below details the scores
(higher scores indicate progress) from our B-Impact UNSDG
assessment, which evaluates the Group’s overall sustainability
performance across policies, practices, and outcomes.
We have improved on all the results compared to the initial UN SDG
assessment for 2021. Within SDGs 7, 9, and 13 we now outperform
Benchmark name
Mincon Baseline (FY2021)
Mincon FY2024
Sector Average 2024
Baseline
51.1%
64.1%
29.6%
SDG 7
14.9%
31.3%
13.8%
SDG 8
9.9%
13.7%
19.2%
SDG 9
17.4%
20.2%
19.6%
SDG 12
8.8%
13.0%
22.2%
SDG 13
9.5%
31.5%
14.2%
*Data above was obtained using the B-Impact UN SDG assessment tool (https://app.bimpactassessment.net/)
the industry averages. We recognise that further efforts are required
to realise improvements in SDG 8, specifically around supply chain
practices, and SDG 12, focusing on product lifecycle sustainability
and customer use impact.
Environmental Strategy and Goals
Mincon is committed to reducing our environmental impact and
promoting sustainable practices across our operations. We have
set ambitious targets to address climate change, including a goal to
halve manufacturing-related emissions (Scope 1 and 2) by 2030 and
achieve net zero carbon emissions by 2040 – a decade ahead of the
European Union's timeline.
Our environmental reporting is evolving to meet the highest
standards of transparency and accountability. While our historical
reporting focused solely on our manufacturing facilities, with
baseline audits conducted between 2017 and 2022, 2025 will mark a
significant expansion of the scope for our emissions tracking.
From 2025, our reporting will include sales offices and service centres
in our calculations, in addition to all manufacturing facilities that were
included in previous years. With this, we will establish a corrected
baseline emissions figure, aligned with CSRD requirements, to ensure
consistent and comprehensive reporting moving forward.
Our Emissions Goals
• 2040: Target year for Net Zero carbon emissions.
• 50% reduction in manufacturing emissions intensity by 2030.
• 100% of manufacturing sites using a mix of fossil fuel-free energy
sources by 2040.
Emissions Actions
• Developing energy-efficient drilling solutions for customers.
• Investing in renewable energy generation.
• Partnering with industry pioneers to expand wind energy
installations.
• Decarbonise our manufacturing operations.
• Increase energy efficiency of our factories.
• Implementing the Greenhouse Gas Protocol.
Our Key Targets
• 50% non-fossil fuel energy usage by 2030.
• Investing in R&D for solutions that reduce emissions.
Emissions Reduction Strategy
1. Energy Management: Implementing automation, smart energy
monitoring, and power management systems to optimise energy
usage.
2. Renewable Energy: Installing solar panels and exploring
renewable energy generation projects across our sites. This
includes investing in energy-storage systems to reduce reliance on
fossil fuels.
3. Operational Upgrades: Modernising manufacturing facilities
through investments in energy-efficient technologies, such as:
- Modern heat-treatment systems.
- Automation.
4. Digital Transformation: Embracing digitalisation to reduce waste
and minimise travel-related emissions by promoting virtual
meetings.
Our approach extends beyond internal operations. As “The Driller’s
Choice”, we aim to develop innovative solutions that help customers
reduce both costs and environmental impacts. This commitment is
deeply rooted in our core engineering values of sustainability and
efficiency.
This environmental statement reflects our comprehensive and
proactive approach to addressing climate change. By setting clear,
ambitious targets and implementing a multi-faceted strategy, we
demonstrate our dedication to environmental responsibility – which
extends beyond compliance by showcasing a genuine commitment
to sustainable practices and playing a leadership role in reducing the
environmental footprint of the industries in which we operate.
2018
2019
2020
2022
2023
2024
2030
2040
Actions
Shannon
baseline audit
Johannesburg
baseline audit
All other ops
baseline audit
10% reduction
in Group
emissions
Scope 3
emissions
reporting
started
Continued
reduction of
fossil fuels for
energy
50% reduction
in Group
emissions
Mincon
achieves
net zero
emissions
Comment
Mincon Group
carbon project
commences
Reflecting
normal (pre-
pandemic)
operations
Established
scope 1 and
2 baseline to
benchmark
improvements
From baseline
Scope 1 and 2
Reported
separately to
Scope 1 and 2
Electrification
forming the
basis for
emissions
reduction
The midpoint
in Mincon’s
journey
Celebrate
success
and lock in
processes for
continuous
improvement
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
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SUSTAINABILITY
REPORT CONTINUED
Mincon Group Environmental Report
Mincon’s long-term goal is to achieve net zero emissions by 2040, a decade ahead of the European Union’s timeline. Our medium-
term goal is to halve manufacturing emissions intensity by 2030, and in 2024 we passed the halfway mark. Our emissions intensity
(tCO2e/€1m revenue), based on Scope 1 and 2 emissions, has reduced by 26% since our inaugural sustainability report 2021).
We measure our emissions reductions against different starting years: 2021 for Scope 1 and 2, and FY2022 for Scope 3, as Scope
3 calculations were finalised after our initial assessment. Compared to these respective starting points, Scope 1 and 2 emissions
(tCO2e) in 2024 were reduced by 15.8%, while Scope 3 emissions saw a 31.9% decrease. Overall, the Group’s combined Scope 1, 2,
and 3 emissions in 2024 were 31.8% lower than their respective reference years. Year-on-year, our manufacturing bases achieved an
emissions reduction of 3.6%.
Emissions intensity, based on Scope 1 and 2 emissions, has declined from 56.8 tCO2e/€1-million in 2021 to 41.9 tCO2e/€1-million in
2024, a 26.2% reduction. This metric accounts for changes in business growth or contraction, providing a more meaningful comparison
of our carbon efficiency over time, regardless of operational scale.
Mincon Group Scope 1, 2 & 3
Emissions Intensity
(tCO2e/€1m)
Scope 1 + 2 (tCo2e)
Scope 3 (tCo2e)
2024
41.89
6,457
960,215
2023
42.26
6,698
1,139,188
YoY % Difference
(0.90%)
(3.60%)
(15.70%)
Emissions Intensity
(tCO2e/€1m)
Scope 1 + 2 (tCo2e)
Scope 3 (tCo2e)
Since measurement started
56.80
7,670
1,410,423
Difference %
(26.30%)
(15.80%)
(31.90%)
Our environmental reporting is based on the Greenhouse Gas
(GHG) Protocol, a globally recognised standard for measuring
and managing greenhouse gas emissions. Through annual
carbon reports, we have established initial measurements for
emissions across Scopes 1, 2, and 3 for all Mincon manufacturing
facilities, enabling us to accurately track our progress and identify
opportunities for further reductions in our environmental impact.
Across Mincon’s global manufacturing operations, the majority
of emissions are attributable to Scope 3, reflecting a consistent
trend across the board. This underscores the importance of
refining Scope 3 data collection to improve accuracy and
inform targeted reduction strategies. The Group has already
implemented significant measures to cut emissions, with
notable successes at key sites:
• Factories in Sunne, Sweden, and Ylöjärvi, Finland, benefit
from renewable electricity, with Sunne operating on 100%
renewables and Ylöjärvi at 44% renewable power, while both
utilise wood chip-fuelled district heating.
• Solar panel systems have been installed at our Shannon,
Ireland facility, with evaluations underway for similar
installations across other sites.
• Operational efficiencies, such as automation, have contributed
to both safety improvements and energy savings.
• Regional energy procurement strategies are being reassessed
to mitigate emissions increases caused by supplier changes, as
seen in our Finnish and Irish operations.
Similarly, we have identified emissions trends across the
group, due to operational changes and data refinements:
• Ongoing efficiency programmes at our North American
factories resulted in the largest reduction for Scope 3 emissions
in 2024.
• Higher Scope 1 and 2 emissions in Finland, due to supplier
shifts, and Ireland, through expansion of manufacturing,
highlight the need for greener energy procurement strategies.
• Relatively high emissions in South Africa are attributed to the
use of diesel for on-site electricity generation, and alternatives
being explored to lower dependency on fossil fuels.
Since 2021, we have made significant progress in sustainability
reporting, including factory reports, GHG protocol implementation,
and setting science-based emissions reduction targets. Starting
in 2025, Mincon Group will centralise its carbon reporting
requirements. This will enable high-quality, consistent, and
comprehensive reporting through quarterly reviews, enhancing
our ability to quickly identify and respond to opportunities that will
improve our environmental performance.
Mincon remains committed to continuous improvement in
sustainability efforts, balancing business growth with responsible
environmental management to achieve our net zero ambition
by 2040.
Commitment to Progress
We remain committed to our approach of continuous
improvement in environmental sustainability, ensuring that
operations consistently seek out opportunities to reduce
emissions, improve efficiency, and minimise negative
environmental impacts.
Our manufacturing units and sales offices will implement targeted
initiatives and innovative solutions to enhance their environmental
performance. This will take place within a structured approach,
including developing guidelines for efficiency as well as
mechanisms for sharing knowledge about energy and carbon
reduction initiatives. These measures will range from simple
actions, such as upgrading to LED lighting, to advanced projects,
such as implementing rainwater harvesting systems. In each case,
each facility will be encouraged to adopt measures to address
their unique circumstances.
In addition to these anticipated efficiency guidelines, our
businesses have started identifying specific initiatives that
would contribute to reduction in emissions and energy
consumption:
• Photovoltaic (PV) solar panel systems to meet some or of the
electrical demand for a facility, depending on its requirements.
• Identifying greener energy providers in markets where energy
companies offer renewable energy with guarantees of origin.
• Innovative heat-loss prevention systems for factories, such as
air screens.
In addition to environmental projects at our businesses, we
will continue to monitor advancements in technology and
sustainability practices, ensuring that our actions align with global
best practices. By implementing both group-wide guidance and
site-specific initiatives, we are confident in our ability to achieve
measurable improvements in environmental performance that will
support our long-term goals.
Mincon Social Impact
Mincon's Social Impact, the corporate social responsibility (CSR)
programme earned its name from the same term that embodies
the effectiveness of Mincon's world-class products: impact.
It perfectly encapsulates the work that we do as part of our
commitment to the communities in which we do business.
This programme was founded after we formalised our core values
and developed an integrated strategy for becoming a more
responsible global corporate citizen. It is a group-wide initiative
that sees businesses across our four global regions embracing
Mincon’s culture when giving back to their local communities.
Our subsidiaries have historically been involved in social
programmes, and Mincon Social Impact provides a framework
for formalising efforts and providing ongoing support. CSR
champions in each region work to identify causes that align with
our goals and values.
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FOCUSED IMPACT DESPITE
CHALLENGING CONDITIONS
Throughout 2024, despite a challenging
economic environment, Mincon
maintained its commitment to community
engagement through 45 targeted
initiatives across our global operations.
Our teams demonstrated remarkable
resourcefulness, creating meaningful
change through strategic community
partnerships that maximised impact with
available resources.
With a strategy focused on enabling local communities and
organisations, we maintained long-term partnerships while
establishing new ones, particularly in youth development and
community support programs. From educational initiatives and
healthcare support to environmental sustainability projects, each
program aligned with our core values of creating opportunities
for the next generation, making a positive impact on society, and
building a better world for the future.
SOCIAL IMPACT ACTIONS IN 2024
Across our global operations in 2024, Mincon’s commitment to
community engagement manifested through targeted programs
and sustainable partnerships, each addressing specific local needs.
Our Irish operations deepened existing community relationships
while establishing new ones. Building on successful second-
year partnerships with Music Generation Clare and Clare Cancer
Support, we expanded our impact through new multi-year
commitments to Focus Ireland and Clare Crusaders. These
partnerships reflect our emphasis on creating lasting social
change, from supporting youth music education to providing
essential services for children with special needs. In Sweden,
our Sunne facility maintained its valued partnership with Team
Rynkeby, marking the third year of supporting their charity cycling
initiatives for seriously ill children.
Our Canadian operations combined hands-on involvement in STEM
education through the First Robotics Competition with sustained
support for vulnerable community members through programs
like Bassin for Kids and the Joy Program. The team at the North
Bay factory also focused on staff engagement and professional
development through three team-building events, underscoring the
sense of community that is encouraged across our businesses.
Prioritising immediate community needs was exemplified by our
US operations’ disaster response support for Hurricane Helene
victims. Mincon teams arranged vehicles and coordinated multiple
deliveries of relief aid to affected communities. We also partnered
with a prominent drilling company, providing financial aid and
equipment to enable drilling of emergency water wells for schools,
churches, and fire departments. Our Benton facility also continued
supporting its local community through support of nineteen
initiatives spanning youth development, emergency services, and
local education.
SUSTAINABILITY
REPORT CONTINUED
In Peru, our commitment to community welfare took multiple
forms, including sports development through sponsorship of
an adult basketball team in Lima, and an impactful initiative
in collaboration with Crochetísima entrepreneurship. This
engagement saw the provision of childhood development
essentials for those who use the services of the Westfalia
Children’s Village, which provides comprehensive care for
vulnerable children and single mothers.
In Africa, our operations focused on addressing fundamental
community needs and environmental sustainability. Mincon
Namibia launched an innovative partnership with Menstrual Cup
of Sweden, targeting girls’ education retention in two schools.
Meanwhile, our South African operations combined environmental
responsibility with social impact through their partnership with
Take Note Recycling Company.
Our Australian operations, maintained its focus on youth
development and inclusive community programs. Our ongoing
support of the Fremantle Surf Life Saving Club's Starfish Nippers
program continued to create opportunities for children with
special needs, while our sponsorship of the Cottesloe Junior
Rugby Club fostered youth sports development.
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61
CORPORATE
RESPONSIBILITY
One of Mincon’s strategic goals is to
meaningfully contribute to the environment,
to the communities in which we operate
and to the benefit of all our stakeholders.
Environment & Sustainability
Our objective is to take the necessary steps to reduce our carbon
footprint through further investing in manufacturing that requires
less energy and to develop more environmentally friendly products
for our customers.
The process of rock drilling is extremely energy-intensive and
Mincon meets this challenge by designing and manufacturing highly
efficient rock-drilling solutions to make the most of the planet’s
limited natural resources. Mincon’s rock-drilling solutions offer
ongoing savings for fuel and energy, rather than single, one-time
savings. Additionally, Mincon’s solutions are increasingly being used
for the installation of environmentally friendly geothermal energy
systems. This emphasis on efficiency and sustainability will also
give Mincon a business advantage as our customers start favouring
suppliers that can help reduce their own carbon emissions.
In our own business practices Mincon’s environmental policy
comprises three pillars: energy management, waste management,
and sustainable practices.
Energy Management
Mincon is committed to responsible energy management and
the Group practices energy-efficient thinking throughout the
enterprise. This includes the use of reliable sources of energy
and water to sustain our activities, with the aim to procure and
manage these supplies in the most cost-effective manner.
Mincon’s energy management initiatives include a Carbon
Disclosure Project (CDP) – an EU plan for businesses to declare
their energy usage and associated carbon dioxide emissions. As
part of this, Mincon has implemented solutions for measuring
and monitoring all forms of energy usage. The outcome of this is
to reduce carbon dioxide emissions, comply with environmental
legislation, and improve cost-effectiveness.
The CDP helps us to identify trends and areas where investments
can be made to allow a more efficient use of energy. Successful
measures and technologies will be shared with other businesses
in the Group for implementation, where possible, to reach the
Group-wide goal of reducing emissions and energy consumption.
Efficiency and sustainability is integral to our business growth
strategy. We have manufacturing facilities in the same regions as
customer operations in order to drastically reduce our reliance on
carbon-intensive intercontinental logistics, while simultaneously
improving our customer service.
The core focus of all Mincon’s engineering efforts is to improve
the energy efficiency of our products. As such, we’re also
motivated to reduce the energy requirements – and related
emissions – associated with the manufacturing of our products.
Our engineering and environmental ethos ensures that there will
be ongoing savings once products are in our customers’ hands.
As with Mincon’s product engineering, our energy consumption
efforts will be subject to an ethos of continuous improvement,
with the eventual goal of achieving a carbon-neutral status. The
value of these investments will be realised through ongoing, long-
term savings for the Group, and a reputation as a responsible
business with a mindset for sustainability.
Our goal is to achieve net zero emissions by 2040 – one decade
ahead of the 2050 deadline for EU member states to achieve
carbon neutrality.
Our corporate environmental responsibility (CER) goal will be
achieved by implementing guidelines set out in the Greenhouse
Gas (GHG) protocol – a groupwide effort that will span all areas of
our operations.
Waste Management
Mincon’s factories actively reclaim and recycle waste material
generated during manufacturing. Recycled materials include,
but are not limited to scrap metal, swarf, offcuts, lubricating oils,
cutting fluids, and solid oily waste. Recycling and collection are
done in conjunction with certified local recyclers and waste-
management experts.
Wood, cardboard, and office wastepaper are also recycled. Efforts
have been made to reduce single-use packaging. In instances
where Mincon products are shipped in crates, the wood is
recycled or provided to local communities to be repurposed.
Electronic waste, including unused computers, printers, batteries,
and consumables, are also recycled in conjunction with local
recyclers or council-provided facilities (in the case of jurisdictions
where disposal fees are included in taxes or the purchase price).
Sustainable Practices
Mincon educates employees about the importance of the
planet’s limited resources, to foster a culture of sustainability and
environmentally friendly practices. Employees are encouraged
to be vigilant about the environment and are given opportunities
to present improvements that can be made for the benefit of the
business or local communities.
The result of this is seen at Mincon offices around the world, where
consideration is given to using low-energy lighting and appliances;
plants that require less water in arid climates; participation in
recycling initiatives; the use of environmentally friendly alternatives;
products that have less single-use plastics; and consumption of
food and/or drinks that result in compostable organic waste.
The Group strives to partner with suppliers that share our values
when it comes to sustainable practices, and this includes working
with low-carbon logistics providers.
Governance and Ethics
Mincon is steadfast in our commitment to conducting our business
operations with integrity and transparency and to uphold the
highest ethical standards.
Human Rights & Anti-Slavery Policies
Mincon’s Board, and the Executive Management Team and senior
Management are committed to ensuring all Mincon businesses
respect human rights throughout their operations.
Mincon’s human rights policy is modelled on the UN guiding
principles for business and human rights. We provide all the basic
needs to our employees as set out in these guidelines. Additionally,
Mincon’s commitment to human rights extends to dealings with
suppliers, who are critical to the success of the business. Mincon
endeavours to ensure that products and services provided by
suppliers are ethically sourced and do not breach human rights
laws in the countries in which they originate. This will be achieved
through intense scrutiny of the ethical and moral values of potential
new suppliers.
We are committed to operating our businesses in compliance
with all applicable laws, to respect human rights and to conduct
business in an honest, open, and ethical manner. Our Anti-Slavery
policy sets out our approach to ensure that there is no modern
slavery, human trafficking or forced labour in any part of our
business. We expect employees to comply with all applicable
laws relating to human rights wherever we operate, and to abide
by the relevant Mincon corporate policies. Trust and respect in all
business dealings are core values that the Group upholds.
Mincon’s regional and country managers have been entrusted
to respect the local communities and to abide by the company’s
values. Each manager will ensure that their business, and by
extension, Mincon, is not in breach of local or national regulations
and laws. Any employees found to be in breach of these
regulations and laws will face disciplinary action, while corrective
measures will be implemented.
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CORPORATE
RESPONSIBILITY CONTINUED
Employees
Mincon realises the value of honest and
trustworthy employees. Creating a safe
and positive work environment for our
employees is a high priority across the
Group. Employees are treated with dignity
and respect. The resulting employee
morale and work ethic is evident in the
important business metrics that we use to
report on the success of the Group.
We are committed to developing the skills of our employees.
Many of our manufacturing facilities engage in co-operative
learning programs with universities and colleges. Mincon
invests time and finances in developing undergraduates and
postgraduates, benefiting both the participants and the Group.
Mincon is committed to complying with all labour laws in the
countries where it operates. The Group incorporates and develops
best practice in terms of employee wellbeing.
• Induction programs for new employees
• Accident reporting & first aid
• Working conditions
• Use of personal protective equipment
• Hours of work & overtime
• Smoke-free workplace
• Breaks and rest periods
• Alcohol and drug free workplaces
• Health and safety policies
Our Diversity, Equality and Inclusivity policy has been created
to outline our commitment to equality of opportunity for
existing and potential employees and to creating a workplace
which provides for:
• Equal opportunities for all staff and potential staff and where
their dignity is protected and respected at all times.
• All persons regardless of gender, civil status, family status,
race, religious beliefs, sexual orientation, disability, age, or
ethnic minorities will be provided with equality of access to
employment. All persons will be encouraged and assisted to
achieve their full potential. We will continue with a culture of
equality right through our businesses.
• An inclusive environment where every individual feels
respected, valued and included. Open communication,
collaboration and mutual respect among all persons is actively
promoted throughout the Group.
We aim to ensure that no job applicant or employee receives
less favourable treatment on any grounds which cannot be
shown to be justified. This applies to recruitment and selection,
training, promotion, pay and employee benefits, employee
grievances, discipline procedures and all terms and conditions of
employment.
We place considerable emphasis on Health and Safety matters.
We undertake our business in a manner that will ensure the safety,
health, and welfare of all our employees, visitors, and the public.
This commitment is in accordance with applicable Environmental
Health and Safety legislation.
We are committed to providing a safe and secure working
environment that is free from all forms of harassment and bullying.
We have set a standard for all members of staff to be treated with
the utmost levels of dignity and respect. Mincon is committed
to the implementation of all necessary measures required to
protect the dignity of employees and to encourage respect in the
workplace. We achieve this by implementing effective procedures
to deal with any complaints of such conduct as it may arise.
Corruption and bribery issues
We are committed to continuously
operating our business with integrity and
being accountable for our actions. We
maintain a strict stance against bribery
and corruption across all our businesses.
Our internal control structures are
designed to mitigate reputational risk
and to assist in preventing any potential
corruption and bribery. We consistently
review and assess the robustness of our
internal controls to further strengthen our
business.
Corruption is dishonest and illegal behaviour by those in a
position of trust in order to gain an undue advantage. The risks
of corruption are not always obvious, therefore we inform our
employees how corruption and bribery may occur through our
Anti-corruption and bribery policy.
Corruption and bribery issues are the responsibility of our
Executive Management Team. Once a claim is made, the
Executive Management Team will respond to the allegation within
a reasonable length of time and an investigation will begin. Such
an investigation may include internal reviews or reviews by external
lawyers, accountants or an appropriate external body. If the
claim of malpractice or misconduct is substantiated, appropriate
disciplinary action will be taken against the responsible individuals.
Our Speak Up policy exists to enable all staff across our Group to
feel confident that they can expose wrongdoing without any risk
to themselves. Mincon will not tolerate malpractice and attaches
extreme importance to identifying and remedying any issues in
relation to corruption or bribery.
Corporate Social Responsibility
Mincon has always been an active member of the communities
in which we operate and this is reflected through our core
social values:
• Creating opportunities for those in need
• Making a positive impact on society
• Leaving a better world for the next generation
In addition to the Group-funded CSR activities, all Mincon
businesses participate in programmes that benefit their local
communities. Our current programmes are updated through our
website at: https://corporate.mincon.com
Throughout 2024, we also focused on increasing our preparedness
for the new reporting requirements under the EU Corporate
Sustainability Reporting Directive (CSRD).
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GROUP
FINANCIAL
STATEMENTS
FINANCIAL STATEMENTS
Independent Auditor’s Report
66
Consolidated Income Statement
75
Consolidated Statement of Comprehensive Income
76
Consolidated Statement of Financial Position
77
Consolidated Statement of Cash Flows
78
Consolidated Statement of Changes in Equity
79
Notes to the Consolidated Financial Statements
80
SEPARATE FINANCIAL STATEMENTS
OF THE COMPANY
Company Statement of Financial Position
114
Company Statement of Changes in Equity
115
Notes to the Company Financial Statements
116
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67
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group and Company’s ability to continue as a going concern for a period
of at least twelve months from the date when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of
this report.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current financial period and include the most significant assessed risks of material misstatement (whether or not
due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources
in the audit, and the directing of efforts of the engagement team. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and therefore we do not provide a separate opinion on these
matters.
Overall audit strategy
We designed our audit by determining materiality and assessing the risks of material misstatement in the financial statements. In
particular, we looked at where the directors made subjective judgements, for example, in respect of significant accounting estimates
in particularly regarding the valuation of intangibles and goodwill and investment in subsidiary undertakings that involved making
assumptions and considering future events that are inherently uncertain. We also addressed the risk of management override
of internal controls, including evaluating whether there was any evidence of potential bias that could result in a risk of material
misstatement due to fraud.
Based on our considerations as set out below, our areas of focus included:
• Revenue recognition (cut-off)
• Valuation of intangibles and goodwill,
• Investment in subsidiary undertakings (Company only)
How we tailored the audit scope
Mincon Group PLC is an Irish engineering Group listed on the AIM Market of the London Stock Exchange and the Euronext Growth
Market. The Group specialises in the design, manufacture, sale and servicing of rock drilling tools and associated products.
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group’s system
of internal control and assessing the risks of material misstatement in the financial statements. We also addressed the risk of
management override of internal controls, including assessing whether there was evidence of bias by the directors that may have
represented a risk of material misstatement.
We performed an audit of financial information of 10 components and performed specified procedures (designed by group audit) for
a further four components. The components we performed an audit of financial information accounted for 79% of total assets, 76%
of total inventories and 75% of total revenue before consolidation adjustments. The components we performed specified procedures
(designed by group auditor) accounted for another 7% of total assets, 12% of total inventories and 13% of total revenue before
consolidation adjustments.
Components represent companies across the Group considered for audit scoping purposes.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MINCON GROUP PLC
Opinion
We have audited the financial statements of Mincon Group PLC (the “Company”) and its subsidiaries (the “Group’’), which comprise
the Consolidated Income Statement and Consolidated Statement of Comprehensive Income, the Consolidated and Company
Statements of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated and Company Statements of Changes
in Equity for the financial year ended 31 December 2024, and the related notes to the financial statements, including the material
accounting policy information.
The financial reporting framework that has been applied in the preparation of the financial statements is Irish law and IFRS
Accounting Standards as adopted by EU (‘IFRS’) for the Group and accounting standards issued by the Financial Reporting Council
including FRS 101 “Reduced Disclosure Framework”(Generally Accepted Accounting Practice in Ireland) for the Company.
In our opinion:
• the consolidated financial statements give a true and fair view in accordance with IFRS, of the assets, liabilities and financial position of
the Group as at 31 December 2024 and of the Group’s financial performance and cash flows for the financial year then ended;
• the Company’s statement of financial position gives a true and fair view in accordance with Generally Accepted Accounting
Practice in Ireland, of the assets, liabilities and financial position of the Company as at 31 December 2024; and
• the Group and Company financial statements have been properly prepared in accordance with the requirements of the Companies
Act 2014.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (Ireland) (‘ISAs (Ireland)) and applicable law. Our
responsibilities under those standards are further described in the ‘Responsibilities of the auditor for the audit of the financial
statements’ section of our report. We are independent of the Group and Company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in Ireland, including the Ethical Standard for Auditors (Ireland) issued by the Irish
Auditing and Accounting Supervisory Authority (IAASA), and the ethical pronouncements established by Chartered Accountants
Ireland, applied as determined to be appropriate in the circumstances for the entity. We have fulfilled our other ethical responsibilities
in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the entity’s ability to continue as
a going concern basis of accounting included:
• Gaining an understanding of the business and the associated processes of management in the going concern assessment.
• Evaluating management’s future cash flow forecasts, the process by which they were prepared, and assessed the calculations are
mathematically accurate the cashflow forecast is prepared up to 31 December 2027.
• Challenging the underlying key assumptions such as expected cash inflow from product sales and cash outflow from purchases
of inventory and other operating expenses.
• Regarding revenue expectations, challenging the estimates made by management by assessing whether the estimates regarding
sales forecasts and sales prices are in line with historical revenues to date and current contracts in place.
• We also assessed a sensitivity analysis of management using the low end of revenue forecasts and accompanying key
assumptions to ascertain the extent of change in those assumptions that either individually or collectively would lead to alternative
conclusions.
• Making inquiries with management and reviewing the board minutes and available other available written communication in order
to understand the future plans and to identify potential contradictory information.
• Assessing the adequacy of the disclosures with respect to the going concern assertion.
INDEPENDENT
AUDITOR’S REPORT
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Significant matters identified
The risks of material misstatement that had the greatest effect on our audit, including the allocation of our resources and effort,
are set out below as significant matters together with an explanation of how we tailored our audit to address these specific areas
in order to provide an opinion on the financial statements as a whole. This is not a complete list of all risks identified by our audit.
SIGNIFICANT
MATTERS IMPACTING
THE GROUP
DESCRIPTION OF SIGNIFICANT MATTER AND AUDIT RESPONSE
Revenue recognition
(cut-off)
(Notes 3 and 4)
Under ISA (Ireland) 240 ‘The Auditor’s Responsibilities Relating to Fraud in an Audit of Financial
Statements’, there is a presumption that there are risks of fraud in revenue recognition.
The Group’s policy in recognising revenue depends on when one of the following conditions are met:
(1) the goods have been picked up by the customer from Mincon’s premises, (2) when goods have
been shipped by Mincon, the goods are delivered to the customer and have been accepted at their
premises, or (3) the customer accepts responsibility of the goods during transit that is in line with
international commercial terms when goods ship. As a consequence, some revenue arrangements
have a cut-off risk at year end.
Based on the above we considered this as a key audit matter.
Revenue for the financial year ended 31 December 2024 was €145.9m (2023: €156.9m).
We performed the following audit procedures to address the risk:
• We obtained an understanding and assessed the design and implementation of revenue
processes and relevant controls in place in relation to revenue recognition; this includes
performing a walkthrough per revenue stream.
• We performed substantive procedures over a sample of revenue transactions. These were
vouched to supporting documents to assess the appropriateness of revenue recognition in terms
of IFRS 15 criteria.
• We reviewed and tested subsequent quantity adjustments from the end customer and verified
that it is adequately reflected in the revenue recognised for the financial year ended 31 December
2024.
• We performed cut off testing around year-end transactions to verify that revenue was recognised
in the correct period and verified that the corresponding cost of sales were appropriately
accounted for by reviewing manual adjustments.
• We reviewed and tested the credit notes issued from 01 January 2025 up to the date of the report
to ensure revenue is not materially overstated.
• We reviewed the margins on sales and reviewed the extent to which open customer orders were
supported by inventory to support the margin, in order to identify any increased risk exposure.
Key observations:
On the basis of the work performed we consider the policies applied to revenue recognition to be
reasonable. We did not identify any material misstatements.
Materiality and audit approach
The scope of our audit is influenced by our application of materiality. We set certain quantitative thresholds for materiality. These,
together with qualitative considerations, such as our understanding of the Group and its environment, the history of misstatements,
the complexity of the Group and the reliability of the control environment, helped us to determine the scope of our audit and the
nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and on the financial
statements as a whole.
OVERALL GROUP
MATERIALITY
2024
2023
€700,000
€500,000
Basis for determining
materiality
0.5% of Group revenue
5% of Group profit before taxation
Rational for the
benchmark applied
For 2023 audit, the Group profit before tax measure was determined to be the appropriate
benchmark considering that the Group is profit-making and its principal activities as an engineering
company is to design, manufacture, selling and servicing of rock drilling tools and associated
products.
For 2024 audit, we have reassessed our determination of the benchmark used to determine
materiality. Based on our professional judgment, using a profit before tax as benchmark will not
facilitate an effective and efficient group audit. We have performed an understanding of the Group’s
business, policies and procedures, and have noted that total revenue is also relevant to the users of
the Group’s financial statements in making key economic decisions about the allocation of Group’s
resources and assessing its performance. Therefore, we have determined that the Group revenue is
the more appropriate benchmark in the current year.
We allocated group materiality to significant components dependent on the size and our assessment
of the risk of material misstatement of that component.
Performance
materiality
€455,000
€325,000
Basis for determining
performance
materiality
65% of materiality having considered our prior year experience of the risk of misstatements,
business risks and fraud risks associated with the entity and its control environment, our
expectations about misstatements and our understanding of the business and processes of the
Group and Company. This is to reduce to an appropriately low level the probability that the
aggregate of uncorrected and undetected misstatements in the financial statements exceeds
materiality for the financial statements as a whole.
We agreed with the audit committee and directors that we would report to them misstatements identified during our audit above
3% of group materiality, as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
INDEPENDENT
AUDITOR’S REPORT CONTINUED
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SIGNIFICANT
MATTERS IMPACTING
THE GROUP
DESCRIPTION OF SIGNIFICANT MATTER AND AUDIT RESPONSE
Valuation of Intangible
Assets and Goodwill
(Notes 3 and 12)
Management performs an annual impairment assessment in terms of Intangible Assets and Goodwill.
Conducting this review is complex, judgemental and applies numerous significant assumptions
regarding growth, revenue forecasts, EBITDA margin and WACC.
There is a significant risk that an inappropriate amount is estimated for the value in use of an asset or
cash-generating unit or fair value less costs of disposal when measuring recoverable amount. There is
also a risk that the impairment testing disclosures (under IAS 36) are incomplete, inaccurate or not fairly
presented.
Intangible Assets and Goodwill as at 31 December 2024 were €40.1m (2023: €40.6m).
Based on the foregoing, we considered this as a key audit matter.
We performed the following audit procedures to address the risk:
• We obtained an understanding of the design and implementation of the processes and relevant
controls over the valuation of intangible assets and goodwill.
• We obtained and critically assessed the impairment models and the supporting documentation
prepared by management regarding the recoverability of both internally generated intangible
asset and goodwill held as at the financial year-end.
• Critically reviewed and challenged management’s assessment and considered whether further
indicators should have been assessed based on our knowledge of the business, its operating
environment, industry knowledge, current market conditions and other information obtained
during the audit.
• We performed procedures to evaluate and conclude on the competence and independence of the
management expert.
• Critically reviewed the Discounted Cash Flow model used in the impairment assessment for
goodwill and challenged the appropriateness of estimates and assumptions.
• We reviewed the sensitivity analysis prepared by management/management expert and reviewed
the key assumptions/inputs of the sensitivity analysis.
• We performed integrity checks on the applicable models.
• We reviewed the financial statements disclosures to ensure adequate disclosure.
Key observations:
Based on the work performed we considered that the policies applied to the valuation of Intangible
Assets and Goodwill are reasonable. We did not identify any material misstatements. We have assessed
management’s judgements and estimates to be supported with appropriate assumptions. We
concluded that the disclosure for the Intangible Assets and Goodwill provided sufficient detail to the
user to allow an understanding of the impairment assessment.
SIGNIFICANT
MATTERS IMPACTING
THE GROUP
DESCRIPTION OF SIGNIFICANT MATTER AND AUDIT RESPONSE
Valuation of
Investments
in subsidiary
undertakings
(Company only)
(Note 1 and Note 3)
The investment in subsidiary undertakings is carried at the Company’s financial statements at cost
less impairment.
The investment in subsidiary undertaking as at 31 December 2024 was €66.5m (2023: €66.7m) has
been identified as a material balance to the Company’s financial statements. In addition, there is a
significant risk that the future cash flows and performance of the undertakings might not be
sufficient to support the carrying value of the investment; therefore an impairment would be
recognised. As a result, we considered this as a key audit matter.
We performed the following audit procedures to address the risk:
• We obtained an understanding of the design and implementation of the processes and relevant
controls over the valuation of investments in subsidiary undertakings.
• We reviewed management’s assessment of the recoverability of investments in subsidiary
undertaking and critically assessed and evaluated the assumptions made in management’s
assessment.
• We obtained the net asset details of each subsidiary undertaking and compared it to the carrying
amount of the investment undertakings recognised.
• We inquired about significant changes that could have an adverse effect on the Company’s
subsidiary undertakings and have taken place during the period, or are expected to take place in
the near future, in the extent to which, or manner in which, the company undertakings’ operates.
• We reviewed minutes of meetings, other external sources and risk registers to identify any
matters which could impact on the recoverability of the investments in subsidiary undertakings.
Key observations:
Based on the procedures performed we have assessed management’s measurement of the carrying
value of the investment in subsidiary undertakings to be appropriate. We did not identify any material
misstatements.
INDEPENDENT
AUDITOR’S REPORT CONTINUED
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73
Other information
Other information comprises information included in the annual report, other than the financial statements and the auditor’s report
thereon, including the Directors’ Report, Statement of Directors’ Corporate Governance, Audit Committee Report, Nominations and
Governance Committee Report, Remuneration Committee Report, Environment and Sustainability Committee Report, Sustainability
Report and Corporate Responsibility. The directors are responsible for the other information. Our opinion on the financial statements
does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, we are required
to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required
to report that fact.
We have nothing to report in this regard.
Matters on which we are required to report by the Companies Act 2014
•
We have obtained all the information and explanations which we consider necessary for the purposes of our audit.
•
In our opinion the accounting records of the Company were sufficient to permit the financial statements to be readily and properly
audited.
•
The financial statements are in agreement with the accounting records.
•
In our opinion the information given in the Directors’ Report is consistent with the financial statements. Based solely on the work
undertaken in the course of our audit, in our opinion, the Directors’ report has been prepared in accordance with the requirements
of the Companies Act 2014, excluding the requirements on sustainability reporting in Part 28.
Matters on which we are required to report by exception
Based on our knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not
identified material misstatements in the Directors’ Report.
Under the Companies Act 2014 we are required to report to you if, in our opinion, the disclosures of directors’ remuneration and
transactions specified by sections 305 to 312 of the Act have not been made. We have no exceptions to report arising from this
responsibility.
Responsibilities of management and those charged with governance for the financial statements
As explained more fully in the Statement of Directors’ Responsibilities, the Directors are responsible for the preparation of the
financial statements which give a true and fair view in accordance with IFRS for the Group and in accordance with Generally
Accepted Accounting Practice in Ireland, including FRS 101, for the Company, and for such internal control as they determine
necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Group and Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Group or Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group and Company’s financial reporting process.
Responsibilities of the auditor for the audit of the financial statements
The objectives of an auditor are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (Ireland) will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Irish Auditing and Accounting
Supervisory Authority’s website at: http://www.iaasa.ie/getmedia/b2389013-1cf6-458b-9b8f-a98202dc9c3a/Description_of_
auditors_responsibilities_for_audit.pdf. This description forms part of our auditor’s report.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Owing to the inherent
limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even
though the audit is properly planned and performed in accordance with the ISAs (Ireland). The extent to which our procedures are
capable of detecting irregularities, including fraud is detailed below.
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and
regulations related to compliance with Euronext Growth Stock Exchange Listing Rules, AIM Listing Rules as per the London Stock
Exchange, Data Privacy Law, Employment Law and Health & Safety, and we considered the extent to which non-compliance might
have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the
preparation of the financial statements such as the local law, Companies Act 2014 and Irish tax legislation. The Audit engagement
partner considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and
capabilities to identify or recognise non-compliance with the laws and regulation. We evaluated management’s incentives and
opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that
the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias
through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual
transactions. We apply professional scepticism through the audit to consider potential deliberate omission or concealment of
significant transactions, or incomplete/inaccurate disclosures in the financial statement.
INDEPENDENT
AUDITOR’S REPORT CONTINUED
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74
75
CONSOLIDATED
INCOME STATEMENT
For the year ended 31 December 2024
Notes
2024
2024
2024
2023
Continued
Operations
Discontinued
Operation
(note 9)
Total
Total
€’000
€’000
€’000
€’000
Revenue
4
144,361
1,505
145,866
156,931
Cost of sales
6
(104,127)
(1,680)
(105,807)
(111,408)
Gross profit
40,234
(175)
40,059
45,523
Operating costs
6
(32,627)
(1,926)
(34,553)
(33,233)
Operating profit
7,607
(2,101)
5,506
12,290
Finance costs
7
(2,473)
(18)
(2,491)
(2,472)
Finance income
194
7
201
90
Foreign exchange gain/(loss)
161
(55)
106
(1,001)
Movement on deferred consideration
22
(2)
-
(2)
(3)
Profit before tax
5,487
(2,167)
3,320
8,904
Income tax expense
11
(2,095)
541
(1,554)
(1,434)
Profit for the period
3,392
(1,626)
1,766
7,470
Profit attributable to:
– owners of the Parent
3,392
(1,626)
1,766
7,470
Earnings per Ordinary Share
Basic earnings per share,
20
1.60
(0.77)
0.83
3.52
Diluted earnings per share,
20
1.57
(0.75)
0.82
3.50
The notes on pages 80 to 113 are an integral part of these consolidated financial statements.
74
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud (continued)
The group engagement team shared the risk assessment with the component auditors so that they could include appropriate audit
procedures in response to such risks in their work.
In response to these principal risks, our audit procedures included but were not limited to:
• enquiries of management, board, and audit committee on the policies and procedures in place regarding compliance with laws
and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge
of any actual, suspected or alleged fraud;
• inspection of the Group’s regulatory and legal correspondence and review of minutes of board and audit committee meetings
during the year to corroborate inquiries made;
• gaining an understanding of the entity’s current activities, the scope of its authorisation and effectiveness of internal controls
established to mitigate risk;
• discussion amongst the engagement team in relation to the identifi ed laws and regulations and regarding the risk of fraud, and
remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of fi nancial statements
throughout the audit;
• identifying and testing journal entries to address the risk of inappropriate journals and management override of controls;
• designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;
• challenging assumptions and judgements made by management in their signifi cant accounting estimates, including deferred
consideration, climate-related matters, impairment assessment of goodwill and trade and other receivables, and useful life and
residual values of intangible assets;
• performing a detailed review of the Group’s year-end adjusting entries and investigating any that appear unusual as to nature or
amount and agreeing to supporting documentation;
• reviewing of the fi nancial statement disclosures to underlying supporting documentation and inquiries of management; and
• requesting the component auditors to report any identifi cation of instances of non-compliance with laws and regulations that
could give rise to a material misstatement of the group fi nancial statements as part of the Group instructions and procedures that
were required to be performed.
The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance
and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery,
intentional omissions, misrepresentations or override of internal controls.
The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the company’s members, as a body, in accordance with section 391 of the Companies Act 2014. Our audit
work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an
auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone
other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Cathal Kelly
For and on behalf of
Grant Thornton
Chartered Accountants & Statutory Audit Firm
13-18 City Quay
Dublin 2
Ireland
10 March 2025
INDEPENDENT
AUDITOR’S REPORT CONTINUED
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
76
77
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
For the year ended 31 December 2024
2024
2023
€’000
€’000
Profit for the year
1,766
7,470
Other comprehensive income/(loss)
Items that are or may be reclassified subsequently to profit or loss:
Foreign currency translation – foreign operations
428
(2,280)
Other comprehensive income/(loss) for the year
428
(2,280)
Total comprehensive income for the year
2,194
5,190
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO:
– owners of the Parent
2,194
5,190
The notes on pages 80 to 113 are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
As at 31 December 2024
2024
2023
Notes
€’000
€’000
NON-CURRENT ASSETS
Intangible assets and goodwill
12
40,099
40,625
Property, plant and equipment
13
50,945
54,763
Deferred tax asset
11
2,547
2,664
Total Non-Current Assets
93,591
98,052
Non-Current Assets Held for Resale
9
751
-
CURRENT ASSETS
Inventory and capital equipment
14
67,335
69,730
Trade and other receivables
15a
24,480
21,616
Prepayments and other current assets
15b
9,773
8,609
Current tax asset
485
1,007
Cash and cash equivalents
22
15,027
20,482
Total Current Assets
117,100
121,444
Total Assets
211,442
219,496
EQUITY
Ordinary share capital
19
2,125
2,125
Share premium
67,647
67,647
Undenominated capital
39
39
Merger reserve
(17,393)
(17,393)
Share based payment reserve
2,573
2,241
Foreign currency translation reserve
(7,438)
(7,866)
Retained earnings
104,762
107,458
Total Equity
152,315
154,251
NON-CURRENT LIABILITIES
Loans and borrowings
18
23,770
26,032
Deferred tax liability
11
1,535
2,099
Deferred consideration
22
1,641
1,998
Other liabilities
385
932
Total Non-Current Liabilities
27,331
31,061
CURRENT LIABILITIES
Loans and borrowings
18
13,913
14,080
Trade and other payables
16
9,170
10,505
Accrued and other liabilities
16
8,095
8,596
Current tax liability
618
1,003
Total Current Liabilities
31,796
34,184
Total Liabilities
59,127
65,245
Total Equity and Liabilities
211,442
219,496
The notes on pages 80 to 113 are an integral part of these consolidated financial statements.
On behalf of the Board:
Hugh McCullough
Joseph Purcell
Chairman
Chief Executive Officer
10 March 2025
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
78
79
CONSOLIDATED STATEMENT
OF CASH FLOWS
For the year ended 31 December 2024
2024
2023
Notes
€’000
€’000
OPERATING ACTIVITIES:
Profit for the period
1,766
7,470
Adjustments to reconcile profit to net cash provided by operating activities:
Depreciation
13
7,913
7,997
Amortisation of intellectual property
12
277
216
Amortisation of internally generated intangible asset
12
485
485
Movement on deferred consideration
2
3
Finance cost
7
2,491
2,472
Finance income
(201)
(90)
(Gain)/loss on sale of property, plant and equipment
760
(100)
Income tax expense
11
1,554
1,434
Other non-cash movements
(353)
1,009
14,694
20,896
Changes in trade and other receivables
(2,555)
1,694
Changes in prepayments and other assets
147
3,993
Changes in inventory
3,308
5,596
Changes in trade and other payables
(2,457)
(3,613)
Cash provided by operations
13,137
28,566
Interest received
201
90
Interest paid
(2,491)
(2,472)
Income taxes paid
(1,866)
(3,693)
Net cash provided by operating activities
8,981
22,491
INVESTING ACTIVITIES
Purchase of property, plant and equipment
13
(3,609)
(10,201)
Proceeds from the sale of property, plant and equipment
13
328
471
Investment in intangible assets
12
(91)
-
Investment in acquired intangible assets
12
(303)
(158)
Payment of deferred consideration
22
(452)
(1,054)
Net cash used in investing activities
(4,127)
(10,942)
FINANCING ACTIVITIES
Dividends paid
19
(4,462)
(4,461)
Repayment of borrowings
18/24
(5,004)
(5,350)
Repayment of lease liabilities
18/24
(3,058)
(4,194)
Drawdown of loans
18/24
2,210
7,223
Net cash used in financing activities
(10,314)
(6,782)
Effect of foreign exchange rate changes on cash
5
(224)
Net (decrease)/increase in cash and cash equivalents
(5,455)
4,543
Cash and cash equivalents at the beginning of the year
20,482
15,939
Cash and cash equivalents at the end of the year
15,027
20,482
Cash and cash equivalents for discontinued operations (note 9)
344
-
Cash and cash equivalents for continuing operations
14,683
20,482
Cash and cash equivalents at the end of the year
15,027
20,482
The notes on pages 80 to 113 are an integral part of these consolidated financial statements
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
For the year ended 31 December 2024
Share
capital
Share
premium
Merger
reserve
Undenominated
capital
Share
based
payment
reserve
Foreign
currency
translation
reserve
Retained
earnings
Total
equity
€’000
€’000
€’000
€’000
€’000
€’000
€’000
€’000
Balances at 1 January 2023
2,125
67,647
(17,393)
39
2,505
(5,586)
104,449
153,786
COMPREHENSIVE INCOME:
Profit for the year
-
-
-
-
-
-
7,470
7,470
OTHER COMPREHENSIVE (LOSS):
Foreign currency translation
-
-
-
-
-
(2,280)
-
(2,280)
Total comprehensive income
(2,280)
7,470
5,190
TRANSACTIONS WITH SHAREHOLDERS:
Issuance of share capital
-
-
-
-
-
-
-
-
Share based payments
-
-
-
-
(264)
-
-
(264)
Dividends
-
-
-
-
-
-
(4,461)
(4,461)
Total transactions with Shareholders
-
-
-
-
(264)
-
(4,461)
(4,725)
Balances at 31 December 2023
2,125
67,647
(17,393)
39
2,241
(7,866)
107,458
154,251
COMPREHENSIVE INCOME:
Profit for the year
-
-
-
-
-
-
1,766
1,766
OTHER COMPREHENSIVE INCOME:
Foreign currency translation
-
-
-
-
-
428
-
428
Total comprehensive income
428
1,766
2,194
TRANSACTIONS WITH SHAREHOLDERS:
Issuance of share capital
-
-
-
-
-
-
-
-
Share-based payments
-
-
-
-
332
-
-
332
Dividends
-
-
-
-
-
-
(4,462)
(4,462)
Total transactions with Shareholders
-
-
-
-
332
-
(4,462)
(4,130)
Balances at 31 December 2024
2,125
67,647
(17,393)
39
2,573
(7,438)
104,762
152,315
The notes on pages 80 to 113 are an integral part of these consolidated financial statements. See note 19 for explanation of movements
in reserve balances.
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
80
81
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS
The consolidated financial statements of Mincon Group plc (also referred to as “Mincon” or “the Group”) comprises the Company and
its subsidiaries (together referred to as “the Group”). The companies registered address is Smithstown Industrial Estate, Smithstown,
Shannon, Co. Clare, Ireland.
The Group is an Irish engineering Group, specialising in the design, manufacturing, sale and servicing of rock drilling tools and
associated products. Mincon Group Plc is domiciled in Shannon, Ireland.
On 26 November 2013, Mincon Group plc was admitted to trading on the Euronext Growth and the Alternative Investment Market (AIM)
of the London Stock Exchange.
2. BASIS OF PREPARATION
These consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards
as adopted by the European Union (IFRS), which comprise standards and interpretations approved by the International Accounting
Standards Board (IASB) and endorsed by the EU.
The Group’s financial statements consolidate those of the parent company and all of its subsidiaries as of 31 December 2024. All
subsidiaries have a reporting date of 31 December.
The accounting policies set out in note 3 have been applied consistently in preparing the Group and Company financial statements for
the years ended 31 December 2024 and 31 December 2023.
The Group and Company financial statements are presented in euro, which is the functional currency of the Company and also the
presentation currency for the Group’s financial reporting. Unless otherwise indicated, the amounts are presented in thousands of euro.
These financial statements are prepared on the historical cost basis.
The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgements, estimates
and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The
judgements, estimates and associated assumptions are based on historical experience and various other factors that are believed to
be reasonable under the circumstances. Actual results could differ materially from these estimates. The areas involving a high degree of
judgement and the areas where estimates and assumptions are critical to the consolidated financial statements are discussed in note 3.
The Directors believe that the Group has adequate resources to continue in operational existence for the foreseeable future and that it is
appropriate to continue to prepare our consolidated financial statements on a going concern basis.
3. MATERIAL ACCOUNTING PRINCIPLES AND SIGNIFICANT ACCOUNTING
ESTIMATES AND JUDGEMENTS
The accounting principles as set out in the following paragraphs have, unless otherwise stated, been consistently applied to all periods
presented in the consolidated financial statements and for all entities included in the consolidated financial statements.
The following new and amended standards are not expected to have a significant impact on the Group’s consolidated financial statements:
New Standards adopted as at 1 January 2024
• Liability in a Sale and Leaseback (Amendments to IFRS 16 Leases)
• Classification of Liabilities as Current or Non-Current (Amendments to IAS 1 Presentation of Financial Statements)
• Supplier Finance Arrangements (Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures)
• Non-current Liabilities with Covenants (Amendments to IAS 1)
Standards, amendments and Interpretations to existing Standards that are not yet effective and have been not adopted
early by the Group
• Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates)
• Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)
• Presentation and base disclosure requirements for financial statements (Replacement of IAS 1 with IFRS 18)
• Subsidiaries without Public Accountability: Disclosures (IFRS 19)
Segment Reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenue and incur
expenses, and for which discrete financial information is available. The operating results of the operating segment is reviewed regularly
by the Board of Directors, the chief operating decision maker, to make decisions about allocation of resources and also to assess
performance.
Results are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (CODM). Our
CODM has been identified as the Board of Directors.
The Group has determined that it has one reportable segment (see note 5). The Group is managed as a single business unit that sells
drilling equipment, primarily manufactured by Mincon manufacturing sites.
Revenue Recognition
The Group is involved in the sale and servicing of rock drilling tools and associated products. Revenue from the sale of these goods
and services to customers is measured at the fair value of the consideration received or receivable (excluding sales taxes). The Group
recognises revenue when it transfers control of goods to a customer or has completed a service over a set period (typically one month)
for a customer.
The following provides information about the nature and timing of the satisfaction of performance obligations in contracts with
customers, including significant payment terms, and the related revenue recognition policies.
Customers obtain control of products when one of the following conditions are satisfied:
1. The goods have been picked up by the customer from Mincon’s premises;
2. When goods have been shipped by Mincon, the goods are delivered to the customer and have been accepted at their premises; or
3. The customer accepts responsibility of the goods during transit that is in line with international commercial terms.
Where the Group provides a service to a customer, who also purchases Mincon manufactured product from the Group, the revenue
associated with this service is separately identified in a set period (typically one month) and is recognised in the Groups revenue as it
occurs.
Invoices are generated when the above conditions are satisfied. Invoices are payable within the timeframe as set in agreement with the
customer at the point of placing the order of the product or service. Discounts are provided from time-to-time to customers.
Customers may be permitted to return goods where issues are identified with regard to quality of the product. Returned goods are
exchanged only for new goods or a credit note. No cash refunds are offered.
Where the customer is permitted to return an item, revenue is recognised to the extent that it is highly probable that a significant
reversal in the amount of cumulative revenue recognised will not occur. Therefore, the amount of revenue recognised is adjusted for
expected returns, which are estimated based on the historical data for specific types of product. In these circumstances, a refund
liability and a right to recover returned goods asset are recognised.
The Group recognises contract liabilities for consideration received in respect of unsatisfied performance obligations and reports these
amounts as accruals and other liabilities in its consolidated statement of financial position. Similarly, if the Group satisfies a performance
obligation before it receives the consideration, the Group recognises either a contract asset or a receivable in its consolidated statement
of financial position, depending on whether something other than the passage of time is required before the consideration is due.
The Group has elected to apply IFRS 15 Practical expedient, the Group need not adjust the promised amount of consideration for
the effects of a significant financing component if the entity expects, at contract inception, that the period between when the Group
transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.
Government Grants
Amounts recognised in the profit and loss account are presented under the heading Operating Costs on a systematic basis in the
periods in which the expenses are recognised, unless the conditions for receiving the grant are met after the related expenses have
been recognised. In this case, the grant is recognised when it is receivable. Current government grants have no conditions attached.
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82
83
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
3. MATERIAL ACCOUNTING PRINCIPLES AND SIGNIFICANT ACCOUNTING
ESTIMATES AND JUDGEMENTS CONTINUED
Operating expenses
Operating expenses are recognised in profit or loss as the service is utilised or incurred.
Earnings per share
Basic earnings per share is calculated based on the profit for the year attributable to owners of the Company and the basic weighted
average number of shares outstanding. Diluted earnings per share is calculated based on the profit for the year attributable to owners of
the Company and the diluted weighted average number of shares outstanding.
Profit or loss from discontinued operations
A discontinued operation is a component of the Group that either has been disposed of, or is classified as held for sale. A discontinued
operation represents a separate major line of the business. Profit or loss from discontinued operations comprises the post-tax profit or
loss of discontinued operations and the post-tax gain or loss recognised on the measurement to fair value less costs to sell or on the
disposal group(s) constituting the discontinued operation.
Taxation
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the
tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax
amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted
or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends.
Current tax assets and liabilities are offset only if certain criteria are met.
Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for taxation purposes.
Deferred tax is not recognised for:
• not a business combination and that affects neither accounting nor taxable profit or loss;
• temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able
to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future;
and
• taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that
it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based
on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognise a
deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on
the business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to
the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of
future taxable profits improves.
Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that
future taxable profits will be available against which they can be used.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates
enacted or substantively enacted at the reporting date.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the
reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset only if certain criteria are met.
Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the
contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether
a contract conveys the right to control the use of an identified asset, the Group uses the definition of a lease in IFRS 16.
(i) As a lessee
At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the
contract to each lease component on the basis of its relative stand-alone prices.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially
measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the
commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to
restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease
term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-
use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful
life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use
asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted
using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate.
The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future
lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be
payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or
termination option or if there is a revised in-substance fixed lease payment.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset,
or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
(ii) As a lessor
At inception or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to
each lease component on the basis of their relative stand-alone prices.
When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.
When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses
the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the
underlying asset.
Short term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-term leases,
including IT equipment. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis
over the lease term.
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
84
85
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
3. MATERIAL ACCOUNTING PRINCIPLES AND SIGNIFICANT ACCOUNTING
ESTIMATES AND JUDGEMENTS CONTINUED
Inventories and capital equipment
Inventories and capital equipment (rigs) are valued at the lower of cost or net realisable value. Net realisable value is the estimated
selling price in the ordinary course of business less the estimated costs of completion and selling expenses. The cost of inventories is
based on the first-in, first-out principle and includes the costs of acquiring inventories and bringing them to their existing location and
condition. Inventories manufactured by the Group and work in progress include an appropriate share of production overheads based on
normal operating capacity. Inventories are reported net of deductions for obsolescence.
Intangible Assets and Goodwill
Goodwill
The Group accounts for acquisitions using the purchase accounting method as outlined in IFRS 3 Business Combinations. Goodwill
represents the future economic benefits arising from a business combination that are not individually identified and separately
recognised. Goodwill is not amortised and is tested annually.
Intangible assets
Expenditure on research activities is recognised in profit or loss as incurred.
Development expenditure is capitalised only if the Group can demonstrate if the expenditure can be measured reliably, the product or
process is technically and commercially feasible, future economic benefits are probable and the Group intends to and has sufficient
resources to complete development and to use or sell the asset. Otherwise, it is recognised in the profit or loss as incurred. Subsequent to
initial recognition, development expenditure is measured at cost less accumulated amortisation and any accumulated impairment losses.
Acquired IP which has been obtained at a cost that can be measured reliably, and that meets the definition and recognition criteria of
IAS38, will be accounted for as an intangible asset.
Internally developed intangible assets are recognised post the development phase once the company has assessed the development
phase is complete and the asset is ready for use. Internally generated assets have an finite life. They will be amortised over a fifteen
year period on a straight line basis. Currently there is twelve years and nine months remaining on the amortisation.
Foreign Currency
Functional and presentation currency
The consolidated financial statements are presented in Euro currency units, which is also the functional currency of the parent company.
Foreign currency transactions and balances
Transactions in foreign currencies (those which are denominated in a currency other than the functional currency) are translated at
the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are
translated using the foreign exchange rate at the statement of financial position date. Exchange gains and losses related to trade
receivables and payables, other financial assets and payables, and other operating receivables and payables are separately presented
on the face of the income statement.
Exchange rate differences on translation to functional currency are reported in profit or loss, except when reported in other
comprehensive income for the translation of intra-group receivables from, or liabilities to, a foreign operation that in substance is part of
the net investment in the foreign operation.
Exchange rates for major currencies used in the various reporting periods are shown in note 22.
Translation of accounts of foreign entities
The assets and liabilities of foreign entities, including goodwill and fair value adjustments arising on consolidation, are translated to euro
at the exchange rates ruling at the reporting date. Revenues, expenses, gains, and losses are translated at average exchange rates,
when these approximate the exchange rate for the respective transaction. Foreign exchange differences arising on translation of foreign
entities are recognised in other comprehensive income and are accumulated in a separate component of equity as a translation reserve.
On divestment of foreign entities, the accumulated exchange differences, are recycled through profit or loss, increasing or decreasing
the profit or loss on divestments.
Business combinations and consolidation
The consolidated financial statements include the financial statements of the Group and all companies in which Mincon Group plc, directly
or indirectly, has control. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in
the consolidated financial statements from the date on which control commences until the date on which control ceases.
The consolidated financial statements have been prepared in accordance with the acquisition method.
According to this method, business combinations are seen as if the Group directly acquires the assets and assumes the liabilities of
the entity acquired. At the acquisition date, i.e., the date on which control is obtained, each identifiable asset acquired, and liability
assumed is recognised at its acquisition-date fair value.
Consideration transferred is measured at its fair value. It includes the sum of the acquisition date fair values of the assets transferred,
liabilities incurred to the previous owners of the acquiree, and equity interests issued by the Group. Deferred consideration is initially
measured at its acquisition-date fair value. Any subsequent change in such fair value is recognised in profit or loss, unless the deferred
consideration is classified as equity. In that case, there is no remeasurement and the subsequent settlement is accounted for within
equity. Deferred consideration arises in the current year where part payment for an acquisition is deferred to the following year or years.
Transaction costs that the Group incurs in connection with a business combination, such as legal fees, due diligence fees, and other
professional and consulting fees are expensed as incurred.
Goodwill is measured as the excess of the fair value of the consideration transferred, the amount of any non-controlling interest in the
acquiree, and the fair value of the Group’s previously held equity interest in the acquiree (if any) over the net of acquisition-date fair
values of the identifiable assets acquired and liabilities assumed. Goodwill is not amortised but tested for impairment at least annually.
Non-controlling interest is initially measured either at fair value or at the non-controlling interest’s proportionate share of the fair value of
the acquiree’s identifiable net assets. This means that goodwill is either recorded in “full” (on the total acquired net assets) or in “part”
(only on the Group’s share of net assets). The choice of measurement basis is made on an acquisition-by-acquisition basis.
Earnings from the acquirees are reported in the consolidated income statement from the date of control.
Intra-group balances and transactions such as income, expenses and dividends are eliminated in preparing the consolidated financial
statements. Profits and losses resulting from intra-group transactions that are recognised in assets, such as inventory, are eliminated in
full, but losses are only eliminated to the extent that there is no evidence of impairment.
Property, plant and equipment
Items of property, plant and equipment are carried at cost less accumulated depreciation and impairment losses. Cost of an item of
property, plant and equipment comprises the purchase price, import duties, and any cost directly attributable to bringing the asset to
its location and condition for use. The Group capitalises costs on initial recognition and on replacement of significant parts of property,
plant and equipment, if it is probable that the future economic benefits embodied will flow to the Group and the cost can be measured
reliably. All other costs are recognised as an expense in profit or loss when incurred.
Depreciation
Depreciation is calculated based on cost using the straight-line method over the estimated useful life of the asset. The following useful
lives are used for depreciation:
Years
Buildings
20–30
Plant and equipment
3–10
The depreciation methods, useful lives and residual values are reassessed annually. Land is not depreciated.
Right of use assets are depreciated using the straight-line method over the estimated useful life of the asset being the remaining duration
of the lease from inception date of the asset. The depreciation methods, useful lives and residual values are reassessed annually.
Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal
proceeds and the carrying amount of the assets and are recognised in profit or loss either within other income or other expenses.
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NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
3. MATERIAL ACCOUNTING PRINCIPLES AND SIGNIFICANT ACCOUNTING
ESTIMATES AND JUDGEMENTS CONTINUED
Financial Assets and Liabilities
Classification and initial measurement of financial assets financial liabilities
Financial assets and liabilities are recognised at fair value when the Group becomes a party to the contractual provisions of the
instrument. Purchases and sales of financial assets are accounted for at trade date, which is the day when the Group contractually
commits to acquire or dispose of the assets. Trade receivables are recognised once the responsibility associated with control of the
product has transferred to the customer. Liabilities are recognised when the other party has performed and there is a contractual
obligation to pay. A financial asset and a financial liability are offset and the net amount presented in the statement of financial position
when there is a legally enforceable right to set off the recognised amounts and there is an intention to either settle on a net basis or to
realise the asset and settle the liability simultaneously.
The classification is determined by both:
• the entity’s business model for managing the financial asset, and
• the contractual cash flow characteristics of the financial asset.
Subsequent measurement of financial assets and financial liabilities
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):
• they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows, and
• the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal
amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the
effect of discounting is immaterial.
Financial liabilities at amortised cost
Subsequently, financial liabilities are measured at amortised cost using the effective interest method.
Derecognition (fully or partially) of financial liabilities occurs when the rights to receive cash flows from the financial instruments expire
or are transferred and substantially all of the risks and rewards of ownership have been removed from the Group. Financial liabilities
are assessed at each reporting date. The Group derecognises (fully or partially) a financial liability when the obligation specified in the
contract is discharged or otherwise expires.
Impairment of financial assets
Financial assets are assessed from initial recognition and at each reporting date to determine whether there is a requirement for
impairment. Financial assets require there expected lifetime losses to be recognised from initial recognition.
IFRS 9’s impairment requirements use forward-looking information to recognise expected credit losses – the ‘expected credit loss (ECL)
model’. Instruments within the scope of the requirements included loans and other debt-type financial assets measured at amortised
cost, trade and other receivables.
The Group considers a broader range of information when assessing credit risk and measuring expected credit losses, including past
events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the
instrument.
In applying this forward-looking approach, a distinction is made between:
• financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk
(‘Stage 1’); and
• financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low
(‘Stage 2’).
‘Stage 3’ would cover financial assets that have objective evidence of impairment at the reporting date.
‘12-month expected credit losses’ are recognised for the first category (ie Stage 1) while ‘lifetime expected credit losses’ are recognised
for the second category (ie Stage 2).
Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of
the financial instrument.
Trade and other receivables
The Group makes use of a simplified approach in accounting for trade and other receivables and records the loss allowance as lifetime
expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point
during the life of the financial instrument. In calculating, the Group uses its historical experience, external indicators and forward-looking
information to calculate the expected credit losses using a provision matrix.
The Group assesses impairment of trade and other receivables on a collective basis as they possess shared credit risk characteristics
they have been grouped based on the days past due.
Borrowing costs
All borrowing costs are expensed in accordance with the effective interest rate method.
Equity
Shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised
as a deduction from equity, net of any tax effect.
Financial instruments carried at fair value: Deferred consideration
Fair value is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest
at the reporting date. These are set amounts detailed in each contract.
Finance income and expenses
Finance income and expense are included in profit or loss using the effective interest method.
Contingent liabilities
A contingent liability is a possible obligation or a present obligation that arises from past events that is not reported as a liability
or provision, as it is not probable that an outflow of resources will be required to settle the obligation or that a sufficiently reliable
calculation of the amount cannot be made.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with maturities of three months or less.
Non-current assets and liabilities classified as held for sale and discontinued operations
Non-current assets classified as held for sale are presented separately and measured at the lower of their carrying amounts immediately
prior to their classification as held for sale and their fair value less costs to sell. However, some held for sale assets such as financial
assets or deferred tax assets, continue to be measured in accordance with the Group’s relevant accounting policy for those assets.
Once classified as held for sale, the assets are not subject to depreciation or amortisation. Any profit or loss arising from discontinued
operation or its remeasurement to fair value less costs to sell is presented in the profit or loss from discontinued operations.
Equity, reserves and dividend payments
Share capital represents the nominal (par) value of shares that have been issued. Share premium includes any premiums received on
the issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any
related income tax benefits.
Retained earnings includes all current and prior period retained profits and share-based employee remuneration.
Dividend distributions payable to equity shareholders are included in other liabilities when the dividends have been approved in a
general meeting prior to the reporting date.
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NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
3. MATERIAL ACCOUNTING PRINCIPLES AND SIGNIFICANT ACCOUNTING
ESTIMATES AND JUDGEMENTS CONTINUED
Provisions
A provision is recognised in the statement of financial position when the Group has a legal or constructive obligation as a result of a past
event, it is probable that an outflow of economic benefits will be required to settle the obligation, and the outflow can be estimated reliably.
The amount recognised as a provision is the best estimate of the expenditure required to settle the present obligation at the reporting date.
If the effect of the time value of money is material, the provision is determined by discounting the expected future cash flows at a pre-tax
rate that reflects the current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan and the restructuring
has either commenced or been announced publicly. Future operating losses are not provided for.
Defined contribution plans
A defined contribution retirement benefit plan is a post-employment benefit plan under which the Group pays fixed contributions into
a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined
contribution retirement benefit plans are recognised as an employee benefit expense in profit or loss when employees provide services
entitling them to the contributions.
Share-based payment transactions
The Group operates a long-term incentive plan which allows the Company to grant Restricted Share Awards (“RSAs”) to the Executive
Management Team and senior management. All schemes are equity settled arrangements under IFRS 2 Share-based Payment.
The grant-date fair value of share-based payment awards granted to employees is recognised as an employee expense, with a
corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The amount
recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance
conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that
meet the related service and non-market performance conditions at the vesting date. It is reversed only where entitlements do not vest
because all non-market performance conditions have not been met or where an employee in receipt of share entitlements leaves the
Group before the end of the vesting period and forfeits those options in consequence.
Significant accounting estimates and judgements
The preparation of financial statements requires management’s judgement and the use of estimates and assumptions that affect the
amounts reported in the consolidated financial statements and accompanying notes. These estimates and associated assumptions are
based on historical experience and various other factors that are believed to be reasonable under the prevailing circumstances. Actual
results may differ from those estimates. The estimates and assumptions are reviewed on an ongoing basis. Revisions to the accounting
estimates are recognised in the period in which they are revised and in any future periods affected.
Following are the estimates and judgements which, in the opinion of management, are significant to the underlying amounts included
in the financial reports and for which there is a significant risk that future events or new information could entail a change in those
estimates or judgements.
Deferred consideration (note 22)
The deferred consideration payable represents management’s best estimate of the fair value of the amounts that will be payable,
discounted as appropriate using a market interest rate. The fair value was estimated by assigning probabilities, based on management’s
current expectations, to the potential pay-out scenarios. The fair value of deferred consideration is primarily dependent on the future
performance of the acquired businesses against predetermined targets and on management’s current expectations thereof.
Climate-related matters
The long-term consequences of climate changes on financial statements are difficult to predict and require entities to make significant
assumptions and develop estimates. Consistent with the prior year, as at 31 December 2024 the Group has not identified significant
risks induced by climate changes that could negatively and materially affect the estimates and judgements currently used in the Group’s
financial statements. Management continuously assesses the impact of climate-related matters.
Goodwill (note 12)
The initial recognition of goodwill represents management’ best estimate of the fair value of the acquired entities value less the identified
assets acquired.
During the annual impairment assessment over goodwill, management calculate the recoverable value of the group using their best
estimate of the discounted future cash flows of the group. The fair values were estimated using management’s current and future
projections of the Mincon Group’s performance as well as appropriate data inputs and assumptions.
Useful life and residual values of Intangible Assets (note 12)
Distinguishing the research and development phase, determining the useful life, and deciding whether the recognition requirements
for the capitalisation of development costs of new projects are met all require judgement. These judgements are based on historical
experience and various other factors that are believed to be reasonable under the prevailing circumstances.
After capitalisation, management monitors whether the recognition requirements continue to be met and whether there are any
indicators that capitalised costs may be impaired.
Trade and other receivables (note 15)
Trade and other receivables are included in current assets, except for those with maturities more than 12 months after the reporting
date, which are classified as non-current assets. The Group estimates the risk that receivables will not be paid and provides for doubtful
debts in line with IFRS 9.
The Group applies the simplified approach to providing for expected credit losses (ECL) permitted by IFRS 9 Financial Instruments,
which requires expected lifetime losses to be recognised from initial recognition of the receivables and considered at each reporting
date. Loss rates are calculated using a “roll rate” method based on the probability of a receivable progressing through successive
chains of non-payment to write-off.
Trade receivables are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment
plan with the company. Where recoveries are made, these are recognised in the Consolidated Income Statement.
4. REVENUE
In the following table, revenue is disaggregated between Mincon manufactured product and product that is purchased outside the
Group and resold through Mincon distribution channels.
2024
2023
€’000
€’000
PRODUCT REVENUE:
Sale of Mincon product
117,418
128,294
Sale of third party product
28,448
28,637
Total revenue
145,866
156,931
The Group’s revenue disaggregated by primary geographical markets are disclosed in note 5.
The Group recognised contract liability amounting to €2 million as at 31 December 2024 (2023:€1 million) which represent customer
payments received in advance of performance that are expected to be recognised within the next financial year. Contract liability is
recorded under Other accruals and other liabilities (note 16).
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91
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
5. OPERATING SEGMENT
The CODM assesses operating segment performance based on operating profit. Segment revenue for the year ended 31 December
2024 of €145.9 million (2023: €156.9 million) is wholly derived from sales to external customers.
Entity-wide disclosures
The business is managed on a worldwide basis but operates manufacturing facilities and sales offices in Ireland, UK, Sweden, Finland,
South Africa, Western Australia, the United States and Canada and sales offices in ten other locations including Eastern Australia, South
Africa, France, Spain, Namibia, Sweden, Chile and Peru. In presenting information on geography, revenue is based on the geographical
location of customers and non-current assets based on the location of these assets.
Revenue by region (by location of customers):
2024
2023
€’000
€’000
REGION:
Ireland
2,161
1,619
Americas
59,481
66,466
Australasia
17,938
14,344
Europe, Middle East, Africa
66,286
74,502
Total revenue(1)
145,866
156,931
(1) Total revenue in 2024 includes revenue from discontinued operations.
During 2024, Mincon had sales in the USA of €33.4 million (2023: €38.4 million), Canada of €16.9 million (2023: €15.5 million) and
Australia of €15 million (2023: €12 million), these individually contributed to more than 10% of the entire Group’s sales for 2024.
2024
2023
€’000
€’000
REGION:
Americas
16,088
16,352
Australasia
10,167
11,060
Europe, Middle East, Africa
64,789
67,976
Total non-current assets(1)
91,044
95,388
(1) Non-current assets exclude deferred tax assets.
During 2024, Mincon held non-current assets (excluding deferred tax assets) in Ireland of €23.2 million (2023: €23.5 million), in the USA
of €12.2 million (2023: €11.7 million) these separately contributed to more than 10% of the entire Group’s non-current assets (excluding
deferred tax assets) for 2024.
2024
2023
€’000
€’000
REGION:
Americas
4,900
5,883
Australasia
2,041
1,988
Europe, Middle East, Africa
18,855
21,091
Total non-current liabilities(1)
25,796
28,962
(1) Non-current liabilities exclude deferred tax liabilities.
During 2024, Mincon held non-current liabilities (excluding deferred tax liabilities) in Ireland of €13.6 million (2023: €15.7 million), this
contributed to more than 10% of the entire Group’s non-current liabilities (excluding deferred tax liabilities) for 2024.
6. COST OF SALES AND OPERATING EXPENSES
Included within cost of sales and operating costs were the following major components:
Cost of sales
2024
2023
€’000
€’000
Raw materials
43,326
46,201
Third party product purchases
22,081
22,194
Employee costs
19,591
20,980
Depreciation (note 13)
5,416
5,387
In bound costs on purchases
3,527
3,200
Energy costs
2,623
2,735
Maintenance of machinery
1,498
1,529
Subcontracting
4,355
4,884
Amortisation of product development
485
485
Other
2,905
3,813
Total cost of sales(1)
105,807
111,408
(1)Total cost of sales in 2024 includes cost of sales from discontinued operations.
The Group invested approximately €3.8 million on research and development projects in 2024 (2023: €4.1 million) €3.8 million of this has
been expensed in the period (2023: €4.1 million).
Operating costs
2024
2023
€’000
€’000
Employee costs (including Director emoluments)
19,770
19,726
Depreciation (note 13)
2,497
2,610
Amortisation of acquired IP
277
216
Travel
2,068
1,812
Professional costs
2,759
2,425
Administration
2,806
2,938
Marketing
740
791
Legal cost
783
715
Other
2,853
2,000
Total other operating costs(1)
34,553
33,233
(1)Total other operating costs in 2024 includes other operating costs from discontinued operations.
The Group recognised €92,000 in Government Grants in 2024 (2023: €56,000). These grants differ in structure from country to country,
they primarily relate to personnel costs.
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92
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NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
7. FINANCE COSTS
2024
2023
€’000
€’000
Interest on lease liabilities
445
698
Interest on loans and borrowings
2,046
1,774
Finance costs(1)
2,491
2,472
(1)Finance costs in 2024 includes finance costs from discontinued operations.
8. EMPLOYEE INFORMATION
2024
2023
€’000
€’000
Wages and salaries – excluding Directors
33,171
34,633
Wages, salaries, fees and retirement benefit – Directors (note 10)
721
725
Social security costs
2,952
3,409
Retirement benefit costs of defined contribution plans
2,185
2,203
Share based payment expense (note 21)
332
(264)
Total employee costs(1)
39,361
40,706
(1)Total employee costs in 2024 includes employee costs from discontinued operations.
At 31 December 2024, there was €206,000 (2023: €445,000) accrued for and not in paid pension contributions.
The average number of employees was as follows:
2024
2023
Number
Number
Sales and distribution
123
136
General and administration
75
77
Manufacturing, service and development
332
391
Average number of persons employed
530
604
Retirement benefit and Other Employee Benefit Plans
The Group operates various defined contribution retirement benefit plans. During the year ended 31 December 2024, the Group
recorded €2.2 million (2023: €2.2 million) of expense in connection with these plans.
9. NON-CURRENT ASSETS HELD FOR RESALE AND DISCONTINUED OPERATIONS
During 2024, Mincon’s Group Board of Directors made the decision to cease trading of its subsidiary Mincon Carbide in Sheffield UK.
All contracts with customers in Mincon Carbide were fulfilled and all inventory and portion of the property and equipment have been
sold. As at 31 December 2024, few employees are still employed to execute outstanding administrative activities. The Group assessed
that Mincon Carbide has ceased to be used and thus represents a discontinued operation as at the reporting period.
At 31 December 2024, the property, plant and equipment owned by Mincon Carbide was in the process of being sold to a third party.
The sale was completed on 17 January 2025 for a total consideration of £1.8 million (€2.2 million).
As at 31 December 2024, the property, plant and equipment of Mincon Carbide amounting to €751,000 was reclassified to Non-current
assets held for resale. This balance is made up of land and buildings of €740,000 and plant & equipment of €11,000 (note 13). Apart from
the property, plant and equipment, no other major classes of assets and liabilities of Mincon Carbide were classified as held for sale.
Cashflows generated by Mincon Carbide for the year ended 31 December 2024 are as follows:
€’000
Operating activities
137
Investing activities
241
Financing activities
(699)
Opening cash balance
665
Cash flows from discontinued operations
344
10. STATUTORY AND OTHER REQUIRED DISCLOSURES
Operating profit is stated after charging the following amounts:
2024
2023
€’000
€’000
DIRECTORS’ REMUNERATION
Fees
235
234
Wages and salaries
426
432
Retirement benefit contributions
60
59
Total Directors’ remuneration
721
725
Auditor’s remuneration
2024
€’000
2023
€’000
AUDITOR’S REMUNERATION – FEES PAYABLE TO LEAD AUDIT FIRM
Audit of the Group financial statements
195
188
Audit of the Company financial statements
10
10
Other assurance services
15
15
220
213
AUDITOR’S REMUNERATION – FEES PAYABLE TO OTHER FIRMS IN LEAD AUDIT FIRM’S NETWORK
Audit services
44
36
Other assurance services
-
-
Tax advisory services
2
2
Total auditor’s remuneration
46
38
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
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95
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
11. INCOME TAX
Tax recognised in income statement:
2024
2023
CURRENT TAX EXPENSE
€’000
€’000
Current year
1,950
1,995
Adjustment for prior years
51
-
Total current tax expense
2,001
1,995
DEFERRED TAX EXPENSE
Origination and reversal of temporary differences
(447)
(561)
Total deferred tax expense
(447)
(561)
Total income tax expense(1)
1,554
1,434
(1) Total income tax expense in 2024 includes income tax from discontinued operations.
A reconciliation of the expected income tax expense is computed by applying the standard Irish tax rate to the profit before tax and
the reconciliation to the actual income tax expense is as follows:
2024
2023
€’000
€’000
Profit before tax
3,320
8,904
Irish standard tax rate (12.5%)
12.5%
12.5%
Taxes at the Irish standard rate
415
1,113
Foreign income at rates other than the Irish standard rate
226
(462)
Losses created/utilised
40
(61)
Other
873
844
Total income tax expense(1)
1,554
1,434
(1) Total income tax expense in 2024 includes income tax from discontinued operations.
The Group’s net deferred taxation liability was as follows:
2024
2023
€’000
€’000
DEFERRED TAXATION ASSETS:
Reserves, provisions and tax credits
2,008
2,012
Tax losses and unrealised FX gains
539
652
Total deferred taxation asset
2,547
2,664
DEFERRED TAXATION LIABILITIES:
Property, plant and equipment
(1,535)
(2,099)
Total deferred taxation liabilities
(1,535)
(2,099)
Net deferred taxation asset
1,012
565
The movement in temporary differences during the year were as follows:
Balance
1 January
Recognised in
Profit or Loss
Balance
31 December
1 January 2023–31 December 2023
€’000
€’000
€’000
DEFERRED TAXATION ASSETS:
Reserves, provisions and tax credits
1,044
968
2,012
Tax losses
1,006
(354)
652
Total deferred taxation asset
2,050
614
2,664
DEFERRED TAXATION LIABILITIES:
Property, plant and equipment
(1,808)
(291)
(2,099)
Profit not yet taxable
(238)
238
-
Total deferred taxation liabilities
(2,046)
(53)
(2,099)
Net deferred taxation liability
4
561
565
Balance
1 January
Recognised in
Profit or Loss
Balance
31 December
1 January 2023–31 December 2024
€’000
€’000
€’000
DEFERRED TAXATION ASSETS:
Reserves, provisions and tax credits
2,012
(5)
2,007
Tax losses
652
(112)
540
Total deferred taxation asset
2,664
(117)
2,547
DEFERRED TAXATION LIABILITIES:
Property, plant and equipment
(2,099)
564
(1,535)
Total deferred taxation liabilities
(2,099)
564
(1,535)
Net deferred taxation liability
565
447
1,012
Deferred taxation assets have not been recognised in respect of the following items:
2024
2023
€’000
€’000
Tax losses
3,829
3,789
Total
3,829
3,789
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
96
97
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
12. INTANGIBLE ASSETS AND GOODWILL
Internally
generated
intangible
asset
Goodwill
Acquired
intellectual
property
Total
€’000
€’000
€’000
€’000
Balance at 1 January 2023
7,150
32,328
631
40,109
Acquired intellectual property
-
-
1,517
1,517
Amortisation of intellectual property
-
-
(216)
(216)
Amortisation of product development
(485)
-
-
(485)
Translation differences
-
(278)
(22)
(300)
Balance at 31 December 2023
6,665
32,050
1,910
40,625
Acquired intellectual property
-
-
394
394
Amortisation of intellectual property
-
-
(277)
(277)
Amortisation of product development
(485)
-
-
(485)
Translation differences
-
(283)
125
(158)
Balance at 31 December 2024
6,180
31,767
2,152
40,099
Goodwill relates to the acquisition of the below companies, being the dates that the Group obtained control of these business:
• The remaining 60% of DDS-SA Pty Limited in November 2009
• The 60% acquisition of Omina Supplies in August 2014
• The 65% acquisition of Rotacan in August 2014
• The acquisition of ABC products in August 2014
• The acquisition of Ozmine in January 2015
• The acquisition of Mincon Chile in March 2015
• The acquisition of Mincon Tanzania in March 2015
• The acquisition of Premier in November 2016
• The acquisition of Rockdrill Engineering in November 2016
• The acquisition of PPV in April 2017
• The acquisition of Viqing July 2017
• The acquisition of Driconeq in March 2018
• The acquisition of Pacific Bit of Canada in January 2019
• The acquisition of Lehti Group in January 2020
• The acquisition of Rocdrill in May 2020
• The acquisition of Attakroc in June 2021
• The acquisition of Spartan Drilling Tools in January 2022
The Group accounts for acquisitions using the purchase accounting method as outlined in IFRS 3 Business Combinations.
The recoverable amount of goodwill has been assessed based on estimates of fair value less costs of disposal (FVLCD). The FVLCD
valuation is calculated on the basis of a discounted cash flow (“DCF”) model. The most significant assumptions within the DCF are
weighted average cost of capital (“WACC”), tax rates and terminal value assumptions. Goodwill impairment testing did not indicate any
impairment during any of the periods being reported.
Four sensitivities are applied as part of the analysis considering the effects of changes in:
1) the WACC,
2) the EBITDA margin,
3) the long term growth rate and
4) the level of terminal value capital expenditure.
The sensitivities calculate downside scenarios to assess potential indications of impairments due to changes in key assumptions. The
results from the sensitivity analysis did not suggest that goodwill would be impaired when those sensitivities were applied.
The carrying amount of the CGU was determined to be lower than its fair value less costs of disposal by €9 million (2023: €5.3 million),
giving management headroom and comfort in the above stated impairment assessment.
The key assumptions used in the estimation of the fair value less cost calculation were as follows:
2024
2023
WACC
13.55%
11.35%
EBITDA margin
17.96%
16.18%
Long term growth rate
2.35%
2.29%
Terminal value capital expenditure
€7.2 million
€9.8 million
The WACC calculation considers market data and data from comparable public companies. Peer group data was especially considered
for the beta factor and assumed financing structure (gearing level). The analysis resulted in a discount rate range of 12.5% to 14.6%
(2023: 10.15% to 12.55%). This results in a midpoint WACC being used of 13.55% (2023: 11.35%).
The Long term growth rate of 2.35% (2023: 2.30%) applied is based on a weighted average of the long term inflation rates of the
countries in which Mincon generates revenues and earnings.
The budgeted EBITDA was based on expectations of future outcomes, taking account for past experience, adjusted for anticipated
revenue growth as detailed in managements approved Budget. No EBITDA margin effect is assumed in the terminal value i.e. the budgeted
EBITDA margin of 18% for 2027 (2023: 16.20% for 2026) is assumed in the Terminal Value calculation used to arrive at the FVLCD.
Terminal value capital expenditure assumes no balance sheet growth is assumed in the terminal value, capital expenditure is assumed
to equal depreciation of €7.2 million (2023: €9.8 million).
The following table shows the amount by which the two assumptions below would need to change to individually for the estimated
recoverable amount to be equal to the carrying amount.
2024
2023
WACC
14.16%
11.63%
Long term growth rate
1.12%
1.73%
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
98
99
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
13. PROPERTY, PLANT AND EQUIPMENT
Land &
Buildings
Plant &
Equipment
ROU
Assets
Total
€’000
€’000
€’000
€’000
COST:
At 1 January 2023
18,157
64,508
11,531
94,196
Additions
3,824
6,378
1,013
11,215
Disposals and derecognition of ROU assets
-
(1,734)
(656)
(2,390)
Foreign exchange differences
(337)
(1,029)
(292)
(1,658)
At 31 December 2023
21,644
68,123
11,596
101,363
Additions
73
3,536
3,182
6,791
Transfer of Non-Current Assets Held for Re-Sale (note 9)
(844)
(25)
-
(869)
Disposals and derecognition of ROU assets
-
(5,332)
(192)
(5,524)
Foreign exchange differences
136
783
74
993
At 31 December 2024
21,009
67,085
14,660
102,754
ACCUMULATED DEPRECIATION:
At 1 January 2023
(4,242)
(32,187)
(4,763)
(41,192)
Charged in year
(648)
(5,144)
(2,205)
(7,997)
Disposals
(10)
1,372
567
1,929
Foreign exchange differences
50
501
109
660
At 31 December 2023
(4,850)
(35,458)
(6,292)
(46,600)
Charged in year
(762)
(5,081)
(2,070)
(7,913)
Transfer of Non-Current Assets Held for Re-Sale (note 9)
104
14
-
118
Disposals
-
2,994
192
3,186
Foreign exchange differences
(62)
(495)
(43)
(600)
At 31 December 2024
(5,570)
(38,026)
(8,213)
(51,809)
Carrying amount: 31 December 2024
15,439
29,059
6,447
50,945
Carrying amount: 31 December 2023
16,794
32,665
5,304
54,763
Carrying amount: 1 January 2023
13,915
32,321
6,768
53,004
ROU assets includes Property of €5.5 million (2023: €4.2 million) and Plant and Equipment of €967,000 (2023: €1.1 million).
The depreciation charge for property, plant and equipment is recognised in the following line items in the income statement:
2024
2023
€’000
€’000
Cost of sales
4,971
4,994
Cost of sales ROU assets
445
393
Operating expenses
872
830
Operating expenses ROU asset
1,625
1,780
Total depreciation charge for property, plant and equipment
7,913
7,997
14. INVENTORY AND CAPITAL EQUIPMENT
2024
2023
€’000
€’000
Finished goods
44,807
45,953
Work-in-progress
9,309
9,060
Raw materials
13,219
14,717
Total inventory
67,335
69,730
The Group recorded an impairment of €NIL against inventory to take account of net realisable value during the year ended 31 December
2024 (2023: €87,000). Write-downs are included in cost of sales.
15. TRADE AND OTHER RECEIVABLES AND OTHER CURRENT ASSETS
a) Trade and other receivables
2024
2023
€’000
€’000
Gross receivable
26,165
23,129
Provision for impairment
(1,685)
(1,513)
Net trade and other receivables
24,480
21,616
Provision for impairment
€’000
Balance at 1 January 2024
(1,513)
Decrease in provision arising from prior years receivables impairment
30
Increase in ECL model
(202)
Balance at 31 December 2024
(1,685)
The following table provides the information about the exposure to credit risk and ECL’s for trade receivables as at 31 December 2024.
Weighted average loss rate
%
Gross carrying amount
€’000
Loss allowance
€’000
Current (not past due)
2%
16,800
374
1-30 days past due
12%
3,825
459
31-60 days past due
19%
1,793
340
61 to 90 days
11%
3,624
389
More than 90 days past due
100%
123
123
Net trade and other receivables
26,165
1,685
The following table provides the information about the exposure to credit risk and ECL’s for trade receivables as at 31 December 2023.
Weighted average loss rate
%
Gross carrying amount
€’000
Loss allowance
€’000
Current (not past due)
2%
15,924
280
1-30 days past due
9%
3,145
275
31-60 days past due
22%
1,538
345
61 to 90 days
15%
2,250
341
More than 90 days past due
100%
272
272
Net trade and other receivables
23,129
1,513
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
100
101
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
15. TRADE AND OTHER RECEIVABLES AND OTHER CURRENT ASSETS CONTINUED
b) Prepayments and other current assets
2024
2023
€’000
€’000
Plant and machinery prepaid and under commission
5,736
6,607
Prepayments and other current assets
4,037
2,002
Prepayments and other current assets
9,773
8,609
16. TRADE CREDITORS, ACCRUALS AND OTHER LIABILITIES
2024
2023
€’000
€’000
Trade creditors
9,170
10,505
Total creditors and other payables
9,170
10,505
2024
2023
€’000
€’000
VAT
351
664
Social security costs
1,299
1,810
Other accruals and liabilities
6,445
6,122
Total accruals and other liabilities
8,095
8,596
17. CAPITAL MANAGEMENT
The Group’s policy is to have a strong capital base in order to maintain investor, creditor and market confidence and to sustain future
development of the business. Management monitors the return on capital, as well as the level of dividends to ordinary shareholders.
The Board of Directors seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowing
and the advantages and security afforded by a sound capital position.
The Group monitors capital using a ratio of ‘net debt’ to equity. Net debt is calculated as total liabilities less cash and cash equivalents
(as shown in the statement of financial position).
2024
2023
€’000
€’000
Total liabilities
(59,127)
(65,245)
Less: cash and cash equivalents
15,027
20,482
Net debt
(44,100)
(44,763)
Total equity
152,315
154,251
Net debt to equity ratio
0.29
0.29
18. LOANS AND BORROWINGS
2024
2023
Maturity
€’000
€’000
Bank loans
2025-2036
29,802
32,486
Lease Liabilities
2025-2032
7,881
7,626
Total loans and borrowings
37,683
40,112
Current
13,913
14,080
Non-current
23,770
26,032
The Group has a number of bank loans and lease liabilities with a mixture of variable and fixed interest rates. The Group has not been in
default on any of these debt agreements during any of the periods presented. The loans are secured against the assets for which they
have been drawn down for.
The Group has been in compliance with all debt agreements during the periods presented. The loan agreements in Ireland of €12.5
million (2023: €14.5 million) carry restrictive financial covenants. During 2024, the restrictive covenants have been updated to EBITDA to
be no less than €12 million at end of 31 December 2024.
Interest rates on current borrowings are at an average rate of 5.51% (2023: 5.12%).
During 2024, the Group availed of the option to enter into overdraft facilities and to draw down loans of €2.2 million (2023: €7.2 million),
€1.5 million (2023: €6.9 million) in loans and €650,000 (2023: €300,000) in overdraft facilities.
Loans are repayable in line with their specific terms, the Group has one bullet repayment due in 2026 of €5 million.
Reconciliation of movements of liabilities to cash flows arising from financing activities
Balance at
1 January 2023
Arising from
acquisition
Cash
movements
Non-cash
movements
Foreign
exchange
differences
Balance at
31 December
2023
€’000
€’000
€’000
€’000
€’000
€’000
Loans and borrowings
30,848
-
1,873
-
(235)
32,486
Lease liabilities
11,096
-
(4,194)
1,018
(294)
7,626
Total
41,944
-
(2,321)
1,018
(529)
40,112
Balance at
1 January 2024
Arising from
acquisition
Cash
movements
Non-cash
movements
Foreign
exchange
differences
Balance at
31 December
2024
€’000
€’000
€’000
€’000
€’000
€’000
Loans and borrowings
32,486
-
(2,826)
-
142
29,802
Lease liabilities
7,626
-
(3,026)
3,219
62
7,881
Total
40,112
-
(5,852)
3,219
204
37,683
2024 Interest
rate range
2024 Effective
interest rate
Bank loans
1%–16%
5.30%
Lease Liabilities
1%–17%
5.81%
2023 Interest
rate range
2023 Effective
interest rate
Bank loans
1%–16%
5.0%
Lease Liabilities
1%–17%
5.41%
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
102
103
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
19. SHARE CAPITAL AND RESERVES
At 31 December 2024
Authorised Share Capital
Number
€000
Ordinary Shares of €0.01 each
500,000,000
5,000
Allotted, called-up and fully paid up shares
Number
€000
Ordinary Shares of €0.01 each
212,472,413
2,125
2024
2023
Opening Share Capital
212,472,413
212,472,413
Share Awards vested during year
-
-
Authorised Share Capital
212,472,413
212,472,413
Share issuances
On 26 November 2013, Mincon Group plc was admitted to trading on the Euronext Growth and the Alternative Investment Market (AIM)
of the London Stock Exchange.
Voting rights
The holders of Ordinary Shares have the right to receive notice of and attend and vote at all general meetings of the Company and they
are entitled, on a poll or a show of hands, to one vote for every Ordinary Share they hold. Votes at general meetings may be given either
personally or by proxy. Subject to the Companies Act and any special rights or restrictions as to voting attached to any shares, on a
show of hands every member who (being an individual) is present in person and every proxy and every member (being a corporation)
who is present by a representative duly authorised, shall have one vote, so, however, that no individual shall have more than one vote
for every share carrying voting rights and on a poll every member present in person or by proxy shall have one vote for every share of
which he is the holder.
Dividends
In June 2024, Mincon Group plc paid a final dividend for 2023 of €0.0105 (1.05 cent) per ordinary share (€2.2 million).
In December 2024, Mincon Group plc paid an interim dividend in the amount of €0.0105 (1.05 cent) per ordinary share (€2.2 million total
payment), which was paid to shareholders on the register at the close of business on 15 November 2024.
The Directors recommend the payment of a final dividend of €0.0105 (1.05 cent) per share for the year ended 31 December 2024 (31
December 2023: 1.05 cent per share).
Share premium and other reserves
As part of a Group reorganisation of the Company, Mincon Group plc, became the ultimate parent entity of the Group. On 30 August
2013, the Company acquired 100% of the issued share capital in Smithstown Holdings and acquired (directly or indirectly) the
shareholdings previously held by Smithstown Holdings in each of its subsidiaries, thereby creating a merger reserve.
20. EARNINGS PER SHARE
Basic earnings per share (EPS) is computed by dividing the profit for the period available to ordinary shareholders by the weighted
average number of Ordinary Shares outstanding during the period. Diluted earnings per share is computed by dividing the profit for
the period by the weighted average number of Ordinary Shares outstanding and, when dilutive, adjusted for the effect of all potentially
dilutive shares.
The following table sets forth the computation for basic and diluted net profit per share for the years ended 31 December:
2024
2023
NUMERATOR (AMOUNTS IN €’000):
Profit attributable to owners of the Parent
1,766
7,470
DENOMINATOR (NUMBER):
Basic shares outstanding
212,472,413
212,472,413
Restricted share awards
3,640,000
830,000
Diluted weighted average shares outstanding
216,112,414
213,302,413
EARNINGS PER ORDINARY SHARE
Basic earnings per share, €
0.83
3.52
Diluted earnings per share, €
0.82
3.50
EARNINGS PER ORDINARY SHARE
2024
2024
2024
2023
Continued
Operations
Discontinued
Operation
Total
Total
Profit attributable to owners of the Parent
3,392
(1,626)
1,766
7,470
Basic earnings per share, €
1.60
(0.77)
0.83
3.52
Diluted earnings per share, €
1.57
(0.75)
0.82
3.50
21. SHARE BASED PAYMENT
The vesting conditions of the scheme state that the minimum growth in EPS shall be CPI plus 5% per annum, compounded annually, over
the relevant three accounting years up to the share award of 100% of the participants basic salary. Where awards have been granted to
a participant in excess of 100% of their basic salary, the performance condition for the element that is in excess of 100% of basic salary
is that the minimum growth in EPS shall be CPI plus 10% per annum, compounded annually, over the three accounting years.
Reconciliation of outstanding share awards
Number of awards
in thousands
2024
Number of awards
in thousands
2023
Outstanding on 1 January
830
-
Forfeited during the year
(50)
(40)
Exercised during the year
-
-
Granted during the year
-
870
Outstanding at 31 December
780
830
Reconciliation of outstanding share options
Number of options
in thousands
2024
Number of options
in thousands
2023
Outstanding on 1 January
-
2,030
Forfeited during the year
-
(2,030)
Exercised during the year
-
-
Granted during the year
2,860
-
Outstanding at 31 December
2,860
-
LTIP Scheme
Conditional Award at Grant Date
Conditional Option Invitation date
April 2024
Year of Potential vesting
2027/2031
Share price at grant date
€0.52
Exercise price per share/share options
€0.52
Expected Volatility
40.67%
Expected life
7 years
Risk free rate
2.29%
Expected dividend yield
3.32%
Fair value at grant date
€0.16
Valuation model
Black & Scholes Model
The expected volatility was based on the standard deviation of the Company’s historical price returns (weekly observations) over a
period corresponding to the expected life of the options.
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
104
105
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
22. FINANCIAL RISK MANAGEMENT
The Group is exposed to various financial risks arising in the normal course of business. Its financial risk exposures are predominantly
related to changes in foreign currency exchange rates and interest rates, as well as the creditworthiness of our counterparties.
The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework.
The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and
controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in
market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to maintain a
disciplined and constructive control environment in which all employees understand their roles and obligations.
The Group audit committee oversees how management monitors compliance with the Group’s risk management policies and
procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group.
a) Liquidity and capital
The Group defines liquid resources as the total of its cash, cash equivalents and short term deposits. Capital is defined as the Group’s
shareholders’ equity and borrowings.
The Group’s objectives when managing its liquid resources are:
• To maintain adequate liquid resources to fund its ongoing operations and safeguard its ability to continue as a going concern, so that
it can continue to create value for investors;
• To have available the necessary financial resources to allow it to invest in areas that may create value for shareholders; and
• To maintain sufficient financial resources to mitigate against risks and unforeseen events.
Liquid and capital resources are monitored on the basis of the total amount of such resources available and the Group’s anticipated
requirements for the foreseeable future.
The Group’s liquid resources and shareholders’ equity as at 31 December 2024 and 31 December 2023 were as follows:
2024
2023
€’000
€’000
Cash and cash equivalents
15,027
20,482
Loans and borrowings
37,683
40,112
Shareholders’ equity
152,315
154,251
The Group frequently assess its liquidity requirements, together with this requirement and the rate return of long term euro deposits, the
Group has decided to keep all cash readily available that is accessible within a month or less. Cash at bank earns interest at floating
rates based on daily bank deposits. The fair value of cash and cash equivalents equals the carrying amount.
Cash and cash equivalents are held by major Irish, European, United States, Canadian and Australian institutions with credit rating of A3
or better. The Company deposits cash with individual institutions to avoid concentration of risk with any one counterparty. The Group
has also engaged the services of a depository to ensure the security of the cash assets.
Risk of counterparty default arising on cash and cash equivalents and derivative financial instruments is controlled by dealing with high-
quality institutions and by policy, limiting the amount of credit exposure to any one bank or institution.
At year-end, the Group’s total cash and cash equivalents were held in the following jurisdictions:
31 December
31 December
2024
2023
€’000
€’000
Ireland
666
2,088
Americas
4,471
3,517
Australasia
1,098
657
Europe, Middle East, Africa
8,792
14,220
Total cash, cash equivalents and short term deposits
15,027
20,482
There are currently no restrictions that would have a material adverse impact on the Group in relation to the intercompany transfer
of cash held by its foreign subsidiaries. The Group continually evaluates its liquidity requirements, capital needs and availability of
resources in view of, among other things, alternative uses of capital, the cost of debt and equity capital and estimated future operating
cash flow.
In the normal course of business, the Group may investigate, evaluate, discuss and engage in future company or product acquisitions,
capital expenditures, investments and other business opportunities. In the event of any future acquisitions, capital expenditures,
investments or other business opportunities, the Group may consider using available cash or raising additional capital, including the
issuance of additional debt.
The maturity of the contractual undiscounted cash flows (including estimated future interest payments on debt) of the Group’s
financial liabilities at 31 December were as follows:
Total
Current
Value of
Cash Flows
Total
Undiscounted
contractual
Cash Flows
Less than
1 Year
1-3 Years
3-5 Years
More than
5 Years
€’000
€’000
€’000
€’000
€’000
€’000
AT 31 DECEMBER 2023:
Deferred consideration
1,998
2,045
442
1,603
-
-
Loans and borrowings
32,486
33,124
11,212
6,738
14,520
654
Lease liabilities
7,626
7,769
2,869
3,061
963
876
Trade and other payables
10,505
10,505
10,505
-
-
-
Accrued and other financial liabilities
8,596
8,596
8,596
-
-
-
Total at 31 December 2023
61,211
62,039
33,624
11,402
15,483
1,530
AT 31 DECEMBER 2024:
Deferred consideration
1,641
1,670
680
495
495
-
Loans and borrowings
29,802
30,357
11,295
13,358
4,950
754
Lease liabilities
7,881
8,039
2,617
2,998
1,825
599
Trade and other payables
9,170
9,170
9,170
-
-
-
Accrued and other financial liabilities
8,095
8,095
8,095
-
-
-
Total at 31 December 2024
56,589
57,331
31,857
16,851
7,270
1,353
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
106
107
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
22. FINANCIAL RISK MANAGEMENT CONTINUED
b) Foreign currency risk
The Group is a multinational business operating in a number of countries and the euro is the presentation currency. The Group,
however, does have revenues, costs, assets and liabilities denominated in currencies other than euro.
Transactions in foreign currencies are recorded at the exchange rate prevailing at the date of the transaction. The resulting monetary
assets and liabilities are translated into the appropriate functional currency at exchange rates prevailing at the reporting date and the
resulting gains and losses are recognised in the income statement. The Group manages some of its transaction exposure by matching
cash inflows and outflows of the same currencies. The Group does not engage in hedging transactions and therefore any movements in
the primary transactional currencies will impact profitability. The Group continues to monitor the appropriateness of this policy.
Foreign currency denominated financial assets and liabilities which expose the Group to currency risk are disclosed below.
The amounts shown are those reported to key management translated into EURO at the closing rate:
Short-term exposure
Long-term debt
USD
SEK
ZAR
USD
SEK
ZAR
€’000
€’000
€’000
€’000
€’000
€’000
AT 31 DECEMBER 2024:
Financial assets
28,004
11,370
10,196
-
-
-
Financial liabilities
(3,054)
(1,880)
(1,119)
(2,645)
(642)
(333)
Total Exposure
24,950
9,490
9,077
(2,645)
(642)
(333)
AT 31 DECEMBER 2023:
Financial assets
27,756
13,387
9,675
-
-
-
Financial liabilities
(3,666)
(2,235)
(1,386)
(3,010)
(892)
(764)
Total Exposure
24,090
11,152
8,289
(3,010)
(892)
(764)
The following table illustrates the sensitivity of profit and equity in relating to the Group’s financial assets and financial liabilities and the
USD/EUR exchange rate, SEK/EUR exchange rate and ZAR/EUR exchange rate ‘all other things being equal.’
It assumes a +/- 3% change of the EUR/USD exchange rate for the year ended as at 31 December 2024 (2023: 1%).
A +/- 1% change is considered for the EUR/SEK exchange rate (2023: 2%).
It assumes a +/- 2% change of the EUR/ZAR exchange rate for the year ended as at 31 December 2024 (2023: 8%).
Both of these percentages have been determined based on the average market volatility in exchange rates in the previous twelve months.
Profit for the year
Equity
USD
SEK
ZAR
USD
SEK
ZAR
€’000
€’000
€’000
€’000
€’000
€’000
31 December 2024
(34)
19
12
566
243
210
31 December 2023
(10)
34
54
194
499
722
Profit for the year
Equity
USD
SEK
ZAR
USD
SEK
ZAR
€’000
€’000
€’000
€’000
€’000
€’000
31 December 2024
36
(19)
(12)
(601)
(248)
(219)
31 December 2023
10
(36)
(64)
(198)
(519)
(847)
The Group has material subsidiaries with a functional currency other than the Euro, such as US Dollar, Australian Dollar, South African
Rand, and Swedish Krona. Changes in the exchange rate year on year between the reporting currencies of these operations and the
Euro, have an impact on the Group’s consolidated reported result.
The Group’s worldwide presence creates currency volatility, as reported in the Group’s results, when compared year on year. During
2024, the currencies that the Group trades with were volatile due to local economic performances and geopolitical issues. As a result,
all major currencies that we trade in weakened against the Euro in 2024.
In 2024, 57% (2023: 56%) of Mincon’s revenue €146 million (2023: €157 million) was generated in AUD, SEK and USD. The majority of
the Group’s manufacturing base has a Euro, US Dollar or Swedish Krona cost base. While management makes every effort to reduce
the impact of this currency volatility, it is impossible to eliminate or significantly reduce given the fact that the highest grades of our key
raw materials are either not available or not denominated in these markets and currencies. Additionally, the ability to increase prices for
our products in these jurisdictions is limited by the current market factors.
The Group is also exposed to foreign currency risk on its liquid resources (cash) as shown in the table below.
2024
2023
Currency
Amount
in local
currency
’000
Euro (€)
equivalent
’000
Amount
in local
currency
’000
Euro (€)
equivalent
’000
US Dollar
USD3,300
3,200
USD4,200
3,800
Swedish Krona
SEK32,600
2,800
SEK38,800
3,500
Canadian Dollar
CAD2,900
1,900
CAD1,400
973
South African Rand
ZAR18,300
934
ZAR21,500
1,100
The Euro exchange rates used by the Group in 2024 and 2023 are as follows:
2024
2023
Euro exchange rates
Closing
Average
Closing
Average
US Dollar
1.04
1.08
1.10
1.08
Australian Dollar
1.67
1.64
1.62
1.63
South African Rand
19.55
19.81
20.18
19.94
Swedish Krona
11.46
11.43
11.13
11.47
c) Credit risk
Credit risk is the risk that the possibility that the Group’s customers may experience financial difficulty and be unable to meet their
obligations. The Group monitors its collection experience on a monthly basis and ensures that a stringent policy is adopted to provide for
all past due amounts. The majority of the Group’s customers are third party distributors and end users of drilling tools and equipment.
Credit risk management
The credit risk is managed on a group basis based on the Group’s credit risk management policies and procedures.
The credit risk in respect of cash balances held with banks and deposits with banks are managed via diversification of bank deposits,
and are only with major reputable financial institutions.
The Group continuously monitors the credit quality of customers. Where available, external credit ratings and/or reports on customers
are obtained and used. The credit terms range between 30 and 90 days. The credit terms for customers as negotiated with customers
are subject to an internal approval. The ongoing credit risk is managed through regular review of ageing analysis.
Trade receivables consist of a large number of customers in various industries and geographical areas.
Trade receivables and contract assets
The Group applies the IFRS 9 simplified model of recognising lifetime expected credit losses for all trade receivables as these items do
not have a significant financing component.
In measuring the expected credit losses, the trade receivables have been assessed on a collective basis as they possess shared credit
risk characteristics. They have been grouped based on the days past due and also according to the geographical location of customers.
Trade receivables are written off (i.e. derecognised) when there is no reasonable expectation of recovery. Failure to make payments
within 180 days from the invoice date and failure to engage with the Group on alternative payment arrangement amongst other is
considered indicators of no reasonable expectation of recovery.
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
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109
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
22. FINANCIAL RISK MANAGEMENT CONTINUED
The closing balance of the trade receivables loss allowance as at 31 December 2024 reconciles with the trade receivables loss
allowance opening balance as follows:
Trade receivables
€’000
Opening loss allowance as at 1 January 2023
1,103
Loss allowance recognised during the year
410
Loss allowance as at 31 December 2023
1,513
Loss allowance recognised during the year
172
Loss allowance as at 31 December 2024
1,685
Expected credit loss assessment
The Group allocates each exposure to a credit risk grade based on data that is determined to be predictive of the risk of loss and
applying experienced credit judgement. Credit risk grades are defined using quantitative factors that are indicative of the risk of default
and are aligned to past experiences. Loss rates are based on accrual credit loss experience over the past five years (note 15).
The maximum exposure to credit risk for trade and other receivables at 31 December 2024 and 31 December 2023 by geographic
region was as follows:
2024
2023
€’000
€’000
Americas
8,617
8,704
Australasia
1,957
1,900
Europe, Middle East, Africa
13,906
11,012
Total amounts owed
24,480
21,616
d) Interest rate risk
Interest Rate Risk on financial liabilities
Interest rates continued to increase during 2024, while not at the rate in 2023 we still could see the impact due to the various fixed
loans that we entered into in 2024. While the variable rates decreased from Q3 2024 onwards, there was little movement in the income
statement compared to 2023.
Interest Rate Risk on cash and cash equivalents
Our exposure to interest rate risk on cash and cash equivalents is actively monitored and managed, the rate risk on cash and cash
equivalents is not considered material to the Group.
e) Fair values
Fair value is the amount at which a financial instrument could be exchanged in an arms-length transaction between informed and willing
parties, other than in a forced or liquidation sale. The contractual amounts payable less impairment provision of trade receivables, trade
payables and other accrued liabilities approximate to their fair values.
Financial assets and financial liabilities measured at fair value in the consolidated statement of financial position are grouped into three
levels of a fair value hierarchy.
The three levels are defined based on the observability of significant inputs to the measurement, as follows:
• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
• Level 3: unobservable inputs for the asset or liability.
Mincon Group plc only apply level 3 for fair value, using the detail displayed above.
Deferred consideration
The movements in respect of the deferred consideration value in the year to 31 December 2024 are as follows:
Level 3
€’000
Balance at 1 January 2024
1,998
Arising on acquisition
-
Cash payment
(452)
Foreign currency translation adjustment
93
Unwinding of discount on deferred consideration
2
Balance at 31 December 2024
1,641
Deferred consideration includes multiple deferred payments for prior acquisitions over a fixed period of time. These carry no significant
observational inputs.
23. SUBSIDIARY UNDERTAKINGS
At 31 December 2024, the Group had the following subsidiary undertakings:
Company
Group Share %*
Registered Office & Country of Incorporation
Mincon International Limited
Manufacturer of rock drilling equipment
100%
Smithstown, Shannon, Co. Clare, Ireland
Mincon Rockdrills PTY Ltd
Manufacturer of rock drilling equipment
100%
8 Fargo Way, Welshpool, WA 6106, Australia
1676427 Ontario Inc. (Operating as Mincon Canada)
Manufacturer of rock drilling equipment
100%
400B Kirkpatrick Street, North Bay, Ontario, P1B 8G5, Canada
Mincon Carbide Ltd
Manufacturer of tungsten carbide (note 9)
100%
Windsor St, Sheffield S4 7WB, United Kingdom
Mincon Inc.
Sales company
100%
109 Norfolk Ave SW, Suite 3, Roanoke, VA 24011, USA
Mincon Sweden AB
Sales company
100%
Industrivagen 2-4, 61202 Finspang, Sweden
Mincon Nordic OY
Sales company
100%
Menotie 1, 33470 YLÖJÄRVI, Pirkanmaa Finland
Mincon Holdings Southern Africa (Pty)
Sales company
100%
Cnr. Harriet Ave. & James Bright Ave. Driehoek, Gauteng, RSA
Mincon Australia Pty Ltd
Sales company
100%
2/57 Alexandra Street, North Rockhampton, Queensland, 4701 Australia
Mincon West Africa SL
Sales company
100%
Calle Adolfo Alonso Fernández, s/n, Parcela P-16, Planta 2, Oficina 23,
Zona Franca de Gran Canaria, Puerto de la Luz, Código Postal 35008,
Las Palmas de Gran Canaria, Spain
Mincon Poland
Dormant company
100%
ul.Mickiewicza 32, 32-050 Skawina, Poland
Mincon Canada – Western Service Centre
(previously Pacific Bit of Canada)
Sales company
100%
3568-191 Street, Unit 101, Surrey BC, V3Z 0P6, Canada
Mincon Rockdrills Ghana Limited
Dormant company
100%
C1, Alfesco Estate, Okpoi Gonno, Accra, Ghana. GZ-190-5540
Mincon S.A.C.
Sales company
100%
Calle La Arboleda 151, Dpto 201, La Planicie, La Molina, Peru
Ozmine International Pty Limited
Dormant company
100%
Gidgegannup, WA 6083, Australia
Mincon Chile
Sales company
100%
Américo Vespucio 1385, Módulo 31 Quilicura, Santiago, Chile
*All shares held are ordinary shares.
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
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111
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
Company
Group Share %*
Registered Office & Country of Incorporation
Mincon Namibia Pty Ltd
Sales company
100%
Unit 402, 4th Floor, Frans Indongo Gardens, Dr FA Indongo Street,
Windhoek, Naminia
Mincon Mining Equipment Inc
Sales company
100%
808 Nelson Street, Suite 1008, Vancouver, BC V6Z 2H2
Mincon Exports USA Inc.
Group finance company
100%
109 Norfolk Ave SW, Suite 3, Roanoke, VA 24011, USA
Mincon International Shannon
Dormant company
100%
Smithstown, Shannon, Co. Clare, Ireland
Smithstown Holdings
Holding company
100%
Smithstown, Shannon, Co. Clare, Ireland
Mincon Canada Drilling Products Inc.
Holding company
100%
400 Kirkpatrick St, North Bay, ON P1B 8655
MGP Investments Limited
Holding Company
100%
Smithstown, Shannon, Co. Clare, Ireland
Lotusglade Limited
Holding company
100%
Smithstown, Shannon, Co. Clare, Ireland
Floralglade Company
Holding company
100%
Smithstown, Shannon, Co. Clare, Ireland
Spartan Drilling Tools
Manufacturing facility
100%
1882 US HWY 6 & 50 Fruita, CO 81521, USA
Castle Heat Treatment Limited
Holding company
100%
Smithstown, Shannon, Co. Clare, Ireland
Mincon Microcare Limited
Holding company
100%
Smithstown, Shannon, Co. Clare, Ireland
Driconeq AB
Holding company
100%
Svetsarevägen 4, 686 33, Sunne, Sweden
Driconeq Production AB
Manufacturing facility
100%
Svetsarevägen 4, 686 33, Sunne, Sweden
Driconeq Fastighet AB
Property holding company
100%
Svetsarevägen 4, 686 33, Sunne, Sweden
Driconeq Do Brasil
Dormant company
100%
Rua Dr. Ramiro De Araujo Filho, 348, Jundai, SP, Brasil
Mincon South Africa
Manufacturing facility
100%
Cnr of Harriet and James Bright Avenue, Driehoek. Germiston 1400, RSA
Driconeq Australia Holdings Pty Ltd
Holding company
100%
Welshpool, WA 6106, Australia
Driconeq Australia Pty Ltd
Manufacturing facility
100%
Welshpool, WA 6106, Australia
Mincon Drill String AB
Holding company
100%
Svetsarevägen 4, 686 33, Sunne, Sweden
EURL Roc Drill
Sales company
100%
3 Rue Charles Rolland, 29650 Guerlesquin, France
Attakroc Inc
Sales company
100%
6330-300, Zéphirin-Paquet, Quebec, G1C 7G6, Canada QC G2C 0M2
Mincon Quebec
Holding company
100%
3000-1 Place Ville-Marie, Montreal, Quebec, H3B 4N8
*All shares held are ordinary shares.
24. LEASES
A. Leases as Lessees (IFRS 16)
The Group leases property, plant and equipment across its global operations.
Mincon Group PLC has elected to apply the practical expedient allowed under IFRS 16 for short-term leases by class of underlying
asset to which the right of use relates. A class of underlying asset is a grouping of underlying assets of a similar nature and use in an
entity’s operations. The class of underlying assets this applies to short term leases of office equipment.
Information about leases for which the Group is a lessee is presented below.
i) Right-of-use assets
31 December 2023
€’000
Balance at 1 January 2023
6,768
Depreciation charge for the year
(2,205)
Additions to right of use assets
1,013
Disposal of right of use asset
(89)
Foreign exchange difference
(183)
Balance at 31 December 2023
5,304
31 December 2024
€’000
Balance at 1 January 2024
5,304
Depreciation charge for the year
(2,070)
Additions to right of use assets
3,182
Disposal of right of use asset
(192)
Foreign exchange difference
223
Balance at 31 December 2024
6,447
ii) Amounts recognised in income statement
2024
2023
€’000
€’000
Interest on lease liabilities
445
698
Expenses related to short term leases
4
5
Leases under IFRS 16
449
703
iii) Amounts recognised in statement of cash flows
2024
2023
€’000
€’000
Total cash outflow for leases
3,058
4,194
Total cash outflow of leases
3,058
4,194
23. SUBSIDIARY UNDERTAKINGS CONTINUED
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
112
113
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
24. LEASES CONTINUED
A. Leases as Lessees (IFRS 16) continued
iv) Extension options
Some property leases contain extension options exercisable by the Group. The Group assesses at lease commencement date whether
it is reasonably certain to exercise the extension options. The Group is reasonably certain it will not incur future lease liabilities beyond
what is currently calculated.
The following table sets out a maturity analysis of lease liabilities, showing the undiscounted lease payments to be paid after the
reporting date.
31 December 2024
31 December 2023
€’000
€’000
Less than one year
2,010
2,068
One to two years
2,530
2,042
Two to five years
1,763
788
More than five years
580
850
Total
6,883
5,748
B. Leases as Lessor (IFRS 16)
i) Financing Lease
The Group subleased a properties that had been recognised as a right of use asset in Finland and Australia. The Group recognised
income interest in the year in relation to this totalling €10,000 (2023: €132,000).
The Group manages the risk to retain the right to the assets as they have a right to inspect the property, the right to enforce the
contractual arrangement with the lessee and the right to perform maintenance.
The following table sets out a maturity analysis of lease receivable, showing the undiscounted lease payments to be received after the
reporting date.
31 December 2024
31 December 2023
€’000
€’000
Less than one year
-
11
Balance at 31 December
-
11
Unearned finance income
-
-
Total undiscounted lease receivable
-
11
ii) Operating leases
The group leases company owned property out to tenants in the USA under various agreements. The group recognises these leases as
operating leases from a lessor perspective due to the fact they do not transfer substantially all of the risks and rewards incidental to the
ownership of the assets.
Rental income recognised by the Group during 2024 was €133,000 (2023: €120,000).
The following table sets out a maturity analysis of lease receivable, showing the undiscounted lease payments to be received after the
reporting date.
31 December 2024
31 December 2023
€’000
€’000
Less than one year
32
73
One to two years
68
30
Two to three years
36
32
Total
136
135
25. COMMITMENTS
The following capital commitments for the purchase of property, plant and equipment had been authorised by the Directors as at
31 December:
31 December 2024
31 December 2023
€’000
€’000
Contracted for
2,017
1,585
Not-contracted for
-
-
Total
2,017
1,585
26. LITIGATION
The Group is not involved in legal proceedings that could have a material adverse effect on its results or financial position.
27. RELATED PARTIES
As at 31 December 2024, the share capital of Mincon Group plc was 56.32% owned by Kingbell Company which is ultimately controlled
by Patrick Purcell and members of the Purcell family. Patrick Purcell is also a Director of the Company.
In June 2024, the Group paid a final dividend for 2023 of €0.0105 to all shareholders. The total dividend paid to Kingbell Company was
€1,256,477.
In December 2024, the Group paid an interim dividend for 2024 of €0.0105 to all shareholders. The total dividend paid to Kingbell
Company was €1,256,477 (December 2023: €1,256,477).
The Group has a related party relationship with its subsidiary undertakings (see note 23) for a list of these undertakings, Directors and
officers. All transactions with subsidiaries eliminate on consolidation and are not disclosed.
Transactions with Directors
The Group is owed €Nil from Directors and shareholders at 31 December 2024 and 2023. The Group has amounts owing to Directors of
€Nil as at 31 December 2023 and 2024.
Key management compensation
The profit before tax from continuing operations has been arrived at after charging the following key management compensation:
2024
2023
€’000
€’000
Short term employee benefits
1,430
1,616
Bonus and other emoluments
16
24
Post-employment contributions
128
156
Social security costs
101
117
Share based payment charged in the year
26
(160)
Total
1,701
1,753
The key management compensation amounts disclosed above represent compensation to those people having the authority and
responsibility for planning, directing and controlling the activities of the Group, which comprises the Board of Directors and executive
management (twelve in total at year end). Amounts included above are time weighted for the period of the individuals employment.
28. EVENTS AFTER THE REPORTING DATE
The Board of Mincon Group plc is recommending the payment of a final dividend for the year ended 31 December 2024 in the amount
of €0.0105 (1.05 cent) per ordinary share, which will be subject to approval at the Annual General Meeting of the Company in May
2025. Subject to Shareholder approval at the Company’s annual general meeting, the final dividend will be paid on 13 June 2025 to
Shareholders on the register at the close of business on 23 May 2025.
At 31 December 2024, the property, plant and equipment owned by Mincon Carbide was in the process of being sold to a third party.
The sale was completed on 17 January 2025 for a total consideration of £1.8 million (€2.2 million).
29. APPROVAL OF FINANCIAL STATEMENTS
The Board of Directors approved the consolidated financial statements on 10 March 2025.
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115
COMPANY STATEMENT
OF FINANCIAL POSITION
As at 31 December 2024
2024
2023
Notes
€’000
€’000
NON-CURRENT ASSETS
Investments in subsidiary undertakings
3
66,529
66,669
Deferred tax liability
-
56
Total Non-Current Assets
66,529
66,725
CURRENT ASSETS
Loan amounts owing from subsidiary companies
22,576
23,446
Other assets
16
19
Cash and cash equivalents
4
157
1,817
Total Current Assets
22,749
25,282
Total Assets
89,278
92,007
EQUITY
Ordinary share capital
2
2,125
2,125
Share premium
67,647
67,647
Undenominated capital
39
39
Share based payment reserve
2,573
2,241
Retained earnings
4,067
5,059
Total Equity
76,451
77,111
NON-CURRENT LIABILITIES
Loans and borrowings
5
10,500
12,500
Total Non-Current Liabilities
10,500
12,500
CURRENT LIABILITIES
Loans and borrowings
5
2,000
2,000
Accrued and other liabilities
169
238
Amounts owed to subsidiary companies
158
158
Total Current Liabilities
2,327
2,396
Total Liabilities
12,827
14,896
Total Equity and Liabilities
89,278
92,007
The accompanying notes on pages 116 to 118 are an integral part of these financial statements.
On behalf of the Board:
Hugh McCullough
Joseph Purcell
Chairman
Chief Executive Officer
10 March 2025
COMPANY STATEMENT
OF CHANGES IN EQUITY
For the year ended 31 December 2024
Share
capital
Share
premium
Undenominated
Capital
Share
based
payment
reserve
Retained
earnings
Total
equity
€’000
€’000
€’000
€’000
€’000
€’000
Balance at 01 January 2023
2,125
67,647
39
2,505
4,753
77,069
COMPREHENSIVE INCOME:
Profit for the year
-
-
-
-
4,767
4,767
Total comprehensive income
4,767
4,767
TRANSACTIONS WITH SHAREHOLDERS:
Equity settled share based payments
-
-
-
-
-
-
Share based payments
-
-
-
(264)
-
(264)
Dividends
-
-
-
-
(4,461)
(4,461)
Total transactions with Shareholders
-
-
-
(264)
(4,461)
(4,725)
Balances at 31 December 2023
2,125
67,647
39
2,241
5,059
77,111
COMPREHENSIVE INCOME:
Profit for the year
-
-
-
-
3,470
3,470
Total comprehensive income
3,470
3,470
TRANSACTIONS WITH SHAREHOLDERS:
Equity settled share based payments
-
-
-
-
-
-
Share based payments
-
-
-
332
-
332
Dividends
-
-
-
-
(4,462)
(4,462)
Total transactions with Shareholders
-
-
-
332
(4,462)
(4,130)
Balances at 31 December 2024
2,125
67,647
39
2,573
4,067
76,451
The accompanying notes on pages 116 to 118 are an integral part of these financial statements.
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
116
117
NOTES TO THE COMPANY
FINANCIAL STATEMENTS
1. BASIS OF PREPARATION AND SUMMARY OF MATERIAL ACCOUNTING POLICIES
These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework
(“FRS 101”). There have been no material departures from the Standards. The functional and presentation currency of these financial
statements is EUR. All amounts in the financial statements have been rounded to the nearest thousand. In preparing these financial
statements, the Company applies the recognition, measurement and disclosure requirements of International Financial Reporting
Standards as adopted by the EU (“IFRS”), but makes amendments where necessary in order to comply with the Companies Act 2014
and has set out below where advantage of the FRS 101 disclosure exemptions has been taken.
The Company is the ultimate parent company of the Mincon Group which includes the Company in its consolidated financial statements.
In these financial statements, the company has applied the exemptions available under FRS 101 in respect of the following disclosures:
• cash flow statement and related notes;
• comparative period reconciliations for tangible fixed assets and intangible assets;
• disclosures in respect of transactions with wholly owned subsidiaries;
• disclosures in respect of capital management;
• the effects of new but not yet effective IFRS;
• disclosures in respect of the compensation of Key Management Personnel;
• disclosures of transactions with a management entity that provides Key Management Personnel services to the company; and
• certain disclosures regarding revenue.
As the consolidated financial statements of the Mincon Group include the equivalent disclosures, the Company has also taken the
exemptions under FRS 101 available in respect of the following disclosures:
• IFRS 2 Share-based Payments in respect of group settled Share-based payments;
• certain disclosures required by IAS 36 Impairment of assets in respect of the impairment of goodwill and indefinite life intangible assets;
• certain disclosures required by IFRS 3 Business Combinations in respect of business combinations undertaken by the Company; and
• certain disclosures required by IFRS 13 Fair Value Measurement and the disclosures required by IFRS 7 Financial Instrument Disclosures.
As permitted by section 304 of the Companies Act 2014, no separate profit and loss account is presented in respect of the Company.
The Company recorded a profit for the year of €3.5 million (2023:€4.8 million), which included dividends receivable of €6 million
(2023: €10 million) from subsidiary companies.
The following new and amended standards are not expected to have a significant impact on the Company’s financial statements:
New Standards adopted as at 1 January 2024
• Liability in a Sale and Leaseback (Amendments to IFRS 16 Leases)
• Classification of Liabilities as Current or Non-Current (Amendments to IAS 1 Presentation of Financial Statements)
• Supplier Finance Arrangements (Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures)
• Non-current Liabilities with Covenants (Amendments to IAS 1)
Standards, amendments and Interpretations to existing Standards that are not yet effective and have been not adopted early by
the Company
• Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates)
• Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)
• Presentation and base disclosure requirements for financial statements (Replacement of IAS 1 with IFRS 18)
• Subsidiaries without Public Accountability: Disclosures (IFRS 19)
Investments in subsidiaries
Investments in subsidiary undertakings are stated at cost less provision for impairment in the Company’s statement of financial position.
Loans to subsidiary undertakings are initially recorded at fair value in the Company statement of financial position and subsequently at
amortised cost using an effective interest rate methodology.
At each reporting investments in subsidiaries undertakings are reviewed to determine whether there is any indication that those assets
have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is
estimated and compared with its carrying amount. If estimated recoverable amount is lower, the carrying amount is reduced to its
estimated recoverable amount, and an impairment loss is recognised immediately in profit or loss. If an impairment loss subsequently
reverses, the carry amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount
that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss
is recognised immediately in profit or loss.
Going concern
The Company is in a net asset position of €76.5 million at year-end. The Directors are satisfied that there are no material uncertainties
with regard to the going concern of the Company and as a result have a reasonable expectation that the Company has adequate
resources to continue in operational existence for a period of at least 12 months from the date of approval of these consolidated
financial statements, and therefore they continue to adopt the going concern basis of accounting in preparation of its financial
statements. The Group’s and Company’s business activities, together with the factors likely to affect its future development,
performance and position are set out in the business and strategy review section of the Group annual report.
The accounting policies set out in note 3 of the Group financial statements have been applied consistently to all periods presented in
these financial statements.
2. SHARE CAPITAL
See note 19 of the Mincon Group plc consolidated financial statements for details of the authorised and issued share capital of the
company.
3. INVESTMENTS IN SUBSIDIARY UNDERTAKINGS
During the year ended 31 December 2024, Mincon Group plc subscribed for equity in the following subsidiaries as follows:
Investments in subsidiary
€’000
Balance at 1 January 2024
66,669
Investment in EURL Roc Drill
110
Investment in Mincon Chile
(250)
Balance at 31 December 2024
66,529
Mincon Group PLC (entity only) own all entities (either directly or indirectly) in note 23. The investment in subsidiary undertakings is
carried by the Company at cost less impairment. There is a risk in respect of the carrying value of these investments if future cash flows
and performance of these subsidiaries is not sufficient to support the Company’s investment. Investments were impaired by €250,000
during the year ended 31 December 2024 (2023: €3.2 million).
4. SHORT TERM DEPOSITS
At 31 December 2024, the Company had €157,000 cash readily available (2023: €1.8 million).
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
119
118
NOTES TO THE COMPANY
FINANCIAL STATEMENTS CONTINUED
5. LOANS AND BORROWINGS
During 2024, the Company drew down loans of €NIL million (2023: €3 million).
Repayments are made quarterly, with a €5 million bullet repayment due in 2026. The effective rate for the loans and borrowings is 5.2%.
Bank Loans
€’000
Balance at 1 January 2024
14,500
Bank loan drawdowns
-
Repayment of bank loan
(2,000)
Total loans and borrowings 31 December 2024
12,500
Current
2,000
Non-current
10,500
6. SHARE BASED PAYMENTS
The Company operates one share option scheme, further details are given in the Group financial statements in note 21.
7. APPROVAL OF FINANCIAL STATEMENTS
The Board of Directors approved the financial statements on 10 March 2025.
SUSTAINABILITY
REPORT TERMINOLOGY
Sustainability reporting involves many technical terms and abbreviations.
The table below provides insight for the terminology used throughout
the sustainability section of the 2025 Mincon Annual Report.
Baseline
First reporting period for carbon emissions.
Carbon Neutral
Reducing the impact of carbon emissions to zero using carbon offsets. To achieve carbon neutrality, reducing carbon emissions
is not necessary as the entirety of the carbon emissions can be offset.
CER
Corporate Environmental Responsibility refers to the company’s commitment to managing its environmental impact through
sustainable practices and initiatives.
CSR
Corporate Social Responsibility refers to the company’s efforts in which it contributes to societal well-being through charitable
projects, community engagement, and supporting causes that align with its values.
CSRD
The Corporate Sustainability Reporting Directive is EU legislation requiring businesses to report on environmental, social, and
governance (ESG) impacts.
ESRS
The European Sustainability Reporting Standards are a set of mandatory guidelines for sustainability reporting, developed by
EFRAG (European Financial Reporting Advisory Group) to support CSRD.
GHG Protocol
The Greenhouse Gas (GHG) Protocol is a widely recognised accounting standard for measuring and managing greenhouse gas
emissions. It provides a comprehensive framework that helps organisations quantify and report their emissions, enabling them
to set emission reduction targets and implement strategies to mitigate climate change.
Scope 1 emissions
The direct greenhouse gas emissions that occur from sources owned or controlled by an organisation, such as emissions from
on-site combustion of fossil fuels or from company – owned vehicles.
Scope 2 emissions
The indirect greenhouse gas emissions that result from the consumption of purchased electricity, heat, or steam by an
organisation.
Scope 3 emissions
All indirect greenhouse gas emissions that occur throughout an organisation’s value chain, including emissions from purchased
goods and services, transportation, employee, use of sold products, end of life treatment of sold products and waste from
operations. Mincon measures Scope 3 emissions from categories 1, 2, 4, 5, 6, 7, 9, 11, 12.
tCO2e
Tonnes of carbon dioxide equivalent (tCO2e) is a standard unit that measures greenhouse gas emissions by converting the
emissions of different gases into the equivalent amount of carbon dioxide based on their global warming potential (GWP). It
allows for a simplified comparison and aggregation of emissions from various sources.
UN SDGs
The United Nations Sustainable Development Goals (SDGs) are a set of 17 global goals aimed at addressing the world’s most
pressing social, economic, and environmental challenges by 2030. These goals include eradicating poverty and hunger; ensuring
quality education and healthcare; promoting gender equality; combatting climate change; and fostering sustainable economic
growth, among others.
Business and Strategy | Governance | Financial Statements | Separate Financial Statements of the Company
120
SUSTAINABILITY
REPORT TERMINOLOGY
CONTINUED
Scope 3 categories
1 Purchased Goods and Services;
2 Capital Goods;
3 Fuel – and Energy-related activities;
4 Upstream Transportation and Distribution;
5 Waste generated in operations;
6 Business travel;
7 Employee commuting;
8 Upstream leased assets;
9 Downstream transportation and distrubion;
10 Processing of sold products;
11 Use of sold products;
12 End-of-life treatment of sold products;
13 Downstream leased assets;
14 Franchises;
15 Investments.
Emissions intensity
The amount of greenhouse gas emissions per €1-million revenue, indicating the environmental impact relative to operational
output.
MINCON GROUP PLC
Smithstown Industrial Estate,
Shannon, Co. Clare, Ireland.
T. +353 (61) 361 099
E. investorrelations@mincon.com
W. mincon.com