SIGMAROC ANNUAL REPORT 2024 CDH quarry is the largest bluestone quarry in Europe. The cover page includes a photo of CDH too taken in the 1900s. SIGMAROC ANNUAL REPORT 2024 SIGMAROC 3 STRATEGY GOVERNANCE FINANCE SIGMAROC ANNUAL REPORT 2024 SIGMAROC 5 STRATEGY GOVERNANCE FINANCE Contents STRATEGY 6 - 141 Highlights 6 Group at a Glance 10 Investment Case 12 Chairman’s Statement 14 CEO’s Strategic Report 16 2024 Timeline of Key Events 22 Key Developments 24 About Us 30 Regions 44 Macro Conditions in the Market 56 Key Measures and Statistics 60 Chief Financial Officer’s Report 64 Risk 68 Systems Report 74 Stakeholder Report 78 ESG and Sustainability Report 84 SECR Report 122 SASB 126 GRI Index 128 TCFD Report 132 GOVERNANCE 142 - 189 Board Members 144 Audit Committee Report 150 Remuneration Committee Report 154 Nomination Committee Report 164 Corporate Governance Report 166 Directors Report 172 Statement of Directors’ Responsibilities 176 Independent Auditor’s Report to the Members of SigmaRoc plc 178 Definitions 186 FINANCE 190 - 240 Consolidated Income Statement 190 Consolidated Statement of Comprehensive Income 191 Statements of Financial Position 192 Consolidated Statement of Changes in Equity 193 Cash Flow Statements 195 Notes to the Financial Statements 196 Company Information 241 Fels kilns in Kaltes Tal, Germany SigmaRoc Annual Report 2024 GOVERNANCE FINANCE Statutory Results Proforma Statutory Results5 Underlying1 Results Proforma Underlying Results5 7 1 Underlying results are stated before acquisition related expenses, certain finance costs, redundancy and reorganisation costs, impairments, amortisation of acquisition intangibles and share option expense. Underlying results include continuing and discontinued operations. References to an underlying profit measure throughout this Annual Report are defined on this basis. Non-underlying items are described further in the Chief Financial Officer’s report. These measures are not defined by UK IAS and therefore may not be directly comparable to similar measures adopted by other companies. 2 Net debt including IFRS 16 lease liabilities. 3 Free Cash Flow takes net cash flows from operating activities and adjusts for CapEx, net interest paid, and for the underlying result further adjusts for net non-underlying expenses paid and working capital payments relating to pre-acquisition accruals or purchase price adjustments. 4 Free Cash Flow Conversion is FCF relative to underlying EBITDA. 5 Proforma calculation includes Deal 2 and Deal 3, plus all acquisitions made by SigmaRoc in 2023, and excludes companies divested and shown as discontinued at year end for entire period on an underlying basis. 6 These results include continued and discontinued operations. All numbers referenced in the Chairmans Statement and CEO Report are shown on this basis. 7 Based on 2023 proforma baseline EBITDA MARGIN EBITDA MARGIN £1,042.0m 31 December 2023: £1,062.7m £242.2m 31 December 2023: £237.9m 23.2% 31 December 2023: 22.4% 17.8% 31 December 2023: 19.2% £185.1m 31 December 2023: £203.6m £1,042.0m 31 December 2023: £1,062.7m EBITDA EBITDA REVENUE REVENUE 2024 Highlights STRONG FINANCIAL PERFORMANCE FOLLOWING TRANSFORMATIONAL LIME AND LIMESTONE ACQUISITIONS ─ Revenue6 increased 72% to £997.6m, driven by contribution from the lime acquisitions; ─ Proforma5 revenue down 1.9% LFL reflecting volumes, foreign exchange effects and reduced pass throughs; ─ Underlying1 EBITDA increased 92% to £224.6m with underlying margins improving by 240bps to 22.5% due to the increased scale of the business and the synergy programme; ─ Proforma5 EBITDA increased 2% LFL driven by a positive operating performance and synergies arising from the successful integration of the acquisitions; ─ Underlying EPS1 8.35p, 3% ahead of prior year, an 8th consecutive year of growth; ─ Covenant leverage reduced from 2.6x at 30 June 2024 to 2.1x at year end following good cash generation and commencement of divestment program of non-core assets; ─ ROIC up 70bps to 11.5%, progressing in line with expectations towards 15% target; ─ Strong free cash flow with a 1,250bps improvement to 52.8%; and ─ Post period end amendment of bridge loan agreed with €125m five-year fixed-rate facility on preferential terms. Highlights Group at a Glance Investment Case Chairman’s Statement CEO’s Strategic Report 2024 Timeline of Key Events Key Developments About Us Regions Macro Conditions in the Market Key Measures and Statistics Chief Financial Officer’s Report Risk Systems Report Stakeholder Report ESG and Sustainability Report SECR Report SASB GRI Index TCFD Report Nordkalk quarry in Pargas, Finland -1.9% REVENUE6 £997.6m 31 December 2023: £580.3m +71.9% REVENUE6 £997.6m 31 December 2023: £580.3m +71.9% EBITDA6 £180.1m 31 December 2023: £87.3m +106.3% EBITDA6 £224.6m 31 December 2023: £116.7m +92.4% -1.9% +3.8% +1.8% EPS6 2.10p 31 December 2023: 1.95p +7.7% EPS6 8.35p 31 December 2023: 8.12p +2.8% -9.1% EBITDA MARGIN6 18.1% 31 December 2023: 15.0% +20.0% EBITDA MARGIN6 22.5% 31 December 2023: 20.1% +11.9% -7.3% PROFIT BEFORE TAX6 £45.8m 31 December 2023: £28.3m +61.8% PROFIT BEFORE TAX6 £117.6m 31 December 2023: £71.2m +65.2% NET DEBT2 £509.5m 31 December 2023: £182.4m +179.3% COVENANT LEVERAGE 2.09x 31 December 2023: 1.57x +33.1% FCF CONVERSION4 52.8% 31 December 2023: 40.3% +31.0% ROIC 11.5% 31 December 2023: 10.8% +6.5% FCF3 £118.6m 31 December 2023: £47.0m +152.3% STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 7 Clogrennane kiln in Carlow, Ireland GROWTH ─ Transformational £1billion acquisition of lime and limestone assets from CRH plc completed in three stages, doubling the size of the Group and driving further diversification of the business; and ─ German, Czechia and Irish acquisitions closed in January 2024, the UK in March 2024, and Poland in September 2024 with integration progressing well and expected synergies being delivered ahead of expectations; INVESTMENT ─ Group now focussed on lime and limestone, with regional diversification and broad end market exposure - Industrial, Environment & Food, and Residential & Infrastructure Construction; ─ Syndicated senior debt facility established to create financial leverage for long term shareholder returns; and ─ Construction commenced on a new aggregates and sand processing plant in Belgium, and a new asphalt plant in South-Wales was commissioned. EXECUTION ─ Integration of CRH’s lime and limestone assets completed during the year; ─ Disposal of non-core Belgian ready-mix concrete assets completed in December 2024, with smaller French plants expected to complete in 2025, for a maximum total consideration of £41m (€49.5m). Attractive disposal multiple in excess of 7x LTM EBITDA; ─ Synergy program progressing well with £8m (€9m) delivered in 2024 and a minimum of £33m (€40m) now targeted by 20271; ─ Restructuring and cost saving initiatives implemented in Germany, the Nordics and Belgium, contributing to the synergy programme from 2025; and ─ Board strengthened with the appointment of two experienced independent non-executive directors and CFO transition complete; ESG ─ Retrospective recalculation of baseline emissions and energy data to ensure consistency and relevance in reporting post the lime acquisitions; ─ 46% reduction in GHG emissions intensity from the 2021 baseline; ─ Overall 71% fossil-free electricity utilised across the Group, with 100% fossil-free electricity in Finland, Sweden, Germany, Czechia and Belgium; ─ Total energy consumption and energy intensity reduced 10% year-on-year (YoY); ─ Total incident frequency rate (TIFR) and lost time incident frequency rate (LTIFR) reduced 18% YoY and 12% respectively for employees and contractors across our sites; and ─ Commitment to safety and compliance has been reinforced with over 180 site audits conducted. OUTLOOK ─ SigmaRoc made good progress in 2024, a year characterised by the transformative lime and limestone acquisitions from CRH; ─ We remain focused on operational delivery and the ongoing synergy program with a minimum £33m (€40m) incremental1 EBITDA now expected; ─ Regional diversification and broad end market exposure provides stability; ─ Potential for improvements across European markets driven by reducing interest rates, a renewed political desire to stimulate growth and a number of supportive megatrends; ─ De-gearing on track with rationalisation of non-core portfolio to continue, with €20-25m EBITDA relating to non-core assets available for divestment; and ─ We remain mindful of the wider macroeconomic and geopolitical environment, but 2025 has started positively. Operational and Strategic 1 Based on 2023 proforma baseline STRATEGY GOVERNANCE FINANCE SIGMAROC ANNUAL REPORT 2024 SIGMAROC 9 24% FY24 Group proforma revenue STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 11 CORE PRODUCTS HIGH-GRADE MINERALS Higher-grade limestone products produced from quarried limestone material which are processed and then ground into powders and granulates or burnt into quicklime, which can then be further modified through processes such as hydration and re-carbonation. High-grade minerals also include other specialised minerals such as dolomite and wollastonite. High-grade mineral customers are typically large national or multinational corporates under fixed annual supply agreements over long-term contracts. In most cases, these contracts include dynamic pricing mechanisms to adjust for changes in the price of key input costs such as energy and logistics. AGGREGATES AND STONE Aggregates and stone are construction aggregates and other non high-grade mineral products. They include quarried limestone, granite, and similar naturally occurring materials that are not classified as high-grade. These resources are typically crushed and processed into various size specifications, then sold primarily for use in construction and infrastructure projects. Typical customers include: - Government agencies, for the construction and maintenance of infrastructure such as roads, bridges, and coastal defenses; - Large corporates, involved in commercial, residential, and civil engineering developments; - Independent house builders and contractors, supporting a wide range of building activities; and - Merchants and resellers, including shipping agents and bulk material wholesalers; - Individuals and small businesses, carrying out home improvements, landscaping, and small-scale construction work. VALUE-ADDED PRODUCTS Aggregates that undergo further processing to create specialised construction materials, offering enhanced utility and functionality for various infrastructure and building applications. These products include dimension stone, concrete blocks, pre-cast concrete, ready-mix concrete, asphalt and other tailored construction materials. Through additional processing steps, such as mixing, moulding or binding with cement or bitumen, the aggregates achieve properties that make them ideal for specific use cases. FY24 GROUP PROFORMA REVENUE SPLIT BY PRODUCTS FY24 GROUP PROFORMA REVENUE SPLIT BY SECTORS KPI UK & IRELAND WESTERN EUROPE CENTRAL EUROPE NORDICS SigmaRoc has developed into a leading lime and minerals Group targeting quarried materials assets in the UK and Northern Europe. The business is asset backed with over 2.7 billion tonnes of mineral reserves. The Group seeks to create value by purchasing assets in fragmented materials markets and extracting efficiencies through active management and by forming the assets into larger groups. It seeks to de-risk its investments via strong asset backing at its projects. MISSION Lime for life. To supply essential minerals critical for life across the industrial and construction sectors. VISION To be Northern Europe’s leading supplier of essential minerals. A European Lime and Minerals Leader Site clusters The Group 225 35% 73% 11% 16% 45% 20% 10% FY24 Group proforma revenue 40% FY24 Group proforma revenue 26% FY24 Group proforma revenue REVENUE1 EBITDA1 EBITDA MARGIN1 EPS1 LEVERAGE RATIO2 % percentage pence 8.4 8.1 8.0 1 Underlying 2 Adjusted 35% Highlights Group at a Glance Investment Case Chairman’s Statement CEO’s Strategic Report 2024 Timeline of Key Events Key Developments About Us Regions Macro Conditions in the Market Key Measures and Statistics Chief Financial Officer’s Report Risk Systems Report Stakeholder Report ESG and Sustainability Report SECR Report SASB GRI Index TCFD Report Aggregates and stone Fels kilns in Kaltes Tal, Germany SIGMAROC ANNUAL REPORT 2024 SIGMAROC 13 STRATEGY STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 13 Investment Case 01 Leading European lime and minerals Group 05 Strong acquisition strategy 02 Irreplaceable product 06 Attractive cash generation 03 Strong asset backing 07 Long term stability margins through the cycle 04 Track record of improving businesses 08 Consistent growth per share Highlights Group at a Glance Investment Case Chairman’s Statement CEO’s Strategic Report 2024 Timeline of Key Events Key Developments About Us Regions Macro Conditions in the Market Key Measures and Statistics Chief Financial Officer’s Report Risk Systems Report Stakeholder Report ESG and Sustainability Report SECR Report SASB GRI Index TCFD Report Leadership position #1 or #2 in 10 countries / jurisdictions (UK, Germany, Poland, Ireland, Norway, Sweden, Finland, Belgium, Channel Islands and Czechia) Used everywhere in modern life >300 uses in essential industrial processes or products Proven track record of delivering attractively priced deals 18 deals at 6.8x Average multiple Free Cash Flow conversion rate Over 50% Across our lime and limestone businesses 22% average over the last 17 years 8th consecutive year of growth EPS has grown from 2p to 8.4p since 2017 Reserves and resources 2.7 billion tonnes, over 100 years of resources Balance sheet underpinned by extensive access to mineral reserves Disciplined capital allocation with a track record of value-enhancing acquisitions 33% EBITDA improvement Average improvement of all acquired businesses STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 15 Dear Shareholders, I am pleased to present SigmaRoc's Annual Report for the year ended 31 December 2024. This was a transformational year for SigmaRoc and we have secured our position as one of Europe’s leading lime and limestone businesses. We made significant strategic acquisitions, delivered a robust financial performance, focused on continuous safety improvement and delivered further progress towards our sustainability objectives. A TRANSFORMATIONAL ACQUISITION, DELIVERING GOOD RESULTS Throughout the year, we focused on integrating our new acquisitions and optimising our operations. The successful integration of CRH's lime and limestone operations has already begun to yield synergies, contributing to our improved EBITDA margins. Additionally, we have continued to invest in our existing assets, enhancing operational efficiency and extending the life of our quarries. Our financial results for the year ended 31 December 2024 reflect the successful execution of our growth strategy. Revenue increased by 72% to £998 million, with underlying EBITDA up 92% to £225 million. On a LFL basis underlying EBITDA increased 2%, despite a 2% reduction in LFL revenues, due to our operational focus on improving the business and delivering synergies. This strong performance was driven by the successful integration of the recent acquisitions, the resilience of our business model, and the dedication of our management teams across all regions. GOOD STRATEGIC PROGRESS In 2024, we completed the CRH Lime Acquisitions in Germany, Czechia, Ireland, the UK and Poland, solidifying our position as a leading European supplier of lime and limestone products. These acquisitions have expanded our geographical footprint and enhanced our product offerings, enabling us better to serve our diverse customer base across broad end-markets including industrial, construction and environmental sectors. Lime and limestone are essential to modern industry and daily life and are key resources in the transition to a more sustainable economy. While these minerals are not always recognised as vital resources, they are essential to numerous industrial processes and will only become more integral in the years to come. Lime, in particular, stands out as the most cost-effective alkali, enabling essential chemical reactions that support a wide range of industries. This unique versatility and affordability make lime and limestone invaluable to our operations and central to our vision for the future. GOVERNANCE In July 2024, we announced the succession of our Chief Financial Officer. We would like to thank Garth Palmer, who stepped down at the end of 2024, for his dedication to the Group over the last eight years. Without his tenacity, professionalism, rigour and Australian no nonsense approach, this Group would not have been able to deliver what it has to date. We wish him the very best for the future. As part of the transition, we welcomed Jan van Beek, who joined the Board as CFO on 1 January 2025. Earlier in April 2024 we welcomed two new independent non-executive members to our Board of Directors, Francesca Medda and Peter Johnson, bringing diverse expertise to guide SigmaRoc through its next phase of growth. During the year, we updated our key committee memberships (Audit, Remuneration and Nominations) to ensure they remained in line with best practice. In addition, we commissioned an external Board review, the results of which were used to ensure that the Board continues to be best placed to govern the Group effectively. Our governance framework continues to ensure transparency, accountability and alignment with the interests of our stakeholders, reflecting our commitment to high standards and ethical business practices. WELL POSITIONED FOR YEAR AHEAD Looking ahead, we remain confident in our ability to navigate the evolving market landscape. We are well positioned in attractive markets, with a diversified portfolio, and a commitment to sustainability that position us well for continued growth. I would like to express my gratitude to our employees for their unwavering dedication, and to our customers and shareholders for their continued support. We have entered 2025 with optimism and a clear strategy to drive further growth and value creation. David Barrett Executive Chairman 14 March 2025 Chairman’s Statement "We made significant strategic acquisitions, delivered a robust financial performance, focused on continuous safety improvement and delivered further progress towards our sustainability objectives." Highlights Group at a Glance Investment Case Chairman’s Statement CEO’s Strategic Report 2024 Timeline of Key Events Key Developments About Us Regions Macro Conditions in the Market Key Measures and Statistics Chief Financial Officer’s Report Risk Systems Report Stakeholder Report ESG and Sustainability Report SECR Report SASB GRI Index TCFD Report STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 17 CEO’s Strategic Report Dear Shareholders, 2024 was a landmark year for SigmaRoc, a year characterised by three key developments. First, the phased completion of the acquisition of a large portfolio of lime and limestone companies from CRH plc. Secondly, the significant work conducted on the identification and implementation of an ambitious synergies programme. Thirdly, the continued management of the now expanded Group, in challenging market conditions. I would like to thank our colleagues for their hard work, commitment and dedication throughout the year in helping position SigmaRoc as one of Europe’s leading lime and limestone businesses. On 1st January 2025, we welcomed a new CFO, Jan van Beek, to the Board. I would like to thank his predecessor, Garth Palmer, for his years of dedicated service. STRONG FINANCIAL PERFORMANCE We are pleased to report an impressive financial year, marked by substantial revenue growth and enhanced profitability. Revenue for the year rose by 72% to £998 million, with underlying EBITDA increasing by 92% to £225 million, driven primarily by contributions from the CRH Lime Acquisitions. On a LFL basis, revenue decreased by 2%, reflecting softer volumes, forex effects and pass throughs. Underlying LFL EBITDA increased by 2% reflecting operational efficiencies from the synergy program and the successful integration of the acquisitions. Underlying profit after tax increased to £98.1 million, translating into underlying EPS of 8.35p, representing a 3% increase YoY and an eighth consecutive year of growth. This increase in underlying EPS is particularly pleasing, given the structure of the CRH Lime Acquisitions, whereby equity and debt were front-loaded in the transaction, but with phased completion of the acquistions, and the challenging operating environment amidst elevated interest rates. This robust performance is a testament to the strength of our diversified portfolio, the successful integration of the CRH Lime Acquisitions and the operational efficiencies we have implemented across the Group. PROFORMA FINANCIAL HISTORY As a result of the transformational CRH Lime Acquisitions that were completed through the course of 2024, the Group has opted to present proforma revenue by market and product, together with proforma revenue and EBITDA by region, and volumes by product, in order to assist stakeholders in better understanding the enlarged Group. REVENUE BY MARKET 2024 2023 YoY change INDUSTRIAL £367m £395m -7.1% ENVIRONMENT £205m £207m -1.0% CONSTRUCTION £470m £461m +2.0% £1,042m £1,063m -2.0% REVENUE BY PRODUCT HIGH-GRADE MINERALS £763m £774m -1.4% AGGREGATES AND STONE £115m £117m -1.7% VALUE-ADDED PRODUCTS £164m £172m -4.7% £1,042m £1,063m -2.0% SALES VOLUME BY PRODUCT HIGH-GRADE MINERALS 6.8mt 6.7mt +1.5% AGGREGATES AND STONE 16.5mt 17.2mt -4.1% VALUE-ADDED PRODUCTS 1.0mt 1.2mt -16.7% 24.3mt 25.1mt -3.2% REGIONAL PROFORMA FINANCIAL HISTORY UK & IRELAND 2024 2023 YoY change REVENUE £254m £255m -0.4% EBITDA £58m £61m -4.9% WESTERN EUROPE REVENUE £63m £69m -8.7% EBITDA £15m £19m -21.1% CENTRAL EUROPE REVENUE £461m £473m -2.5% EBITDA £130m £120m +8.3% NORDICS REVENUE £264m £266m -0.8% EBITDA £53m £50m +6.0% TOTAL REVENUE £1,042m £1,063m -2.0% TOTAL EBITDA1 £242m £238m +1.8% Nordkalk site in Tytyri, Finland Max Vermorken Chief Executive Officer Co-founder 1 EBITDA is stated after £14m (FY24) and £12m (FY23) corporate costs. Highlights Group at a Glance Investment Case Chairman’s Statement CEO’s Strategic Report 2024 Timeline of Key Events Key Developments About Us Regions Macro Conditions in the Market Key Measures and Statistics Chief Financial Officer’s Report Risk Systems Report Stakeholder Report ESG and Sustainability Report SECR Report SASB GRI Index TCFD Report STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 19 CEO’s Strategic Report Key takeaways from the above information are as follows: - The Group is now broadly spread across three key end- markets – industrial, environment and construction, with no end market over 50% of the Group; - Regional performance was generally stable although there was some softness in Western Europe due to a disproportionate focus on construction; - High-grade minerals now represent over 70% of sales. Typically, the end-markets for high-grade minerals are characterised by large customers with exacting quality and chemical consistency expectations, a requirement for surety of supply, and long-term contractual arrangements; and - The broad base of end-markets and demanding attributes placed by our key customers on their suppliers demonstrates the importance SigmaRoc has in the supply chains for supporting the UK and Europe’s vital industrial requirements. CLEAR STRATEGIC PROGRESS, SYNERGY PROGRAMME ON-TRACK This year, we successfully completed the CRH Lime Acquisitions, expanding our lime footprint in Europe and establishing our position as a leading supplier of essential mineral products. This strategic move aligns with our ambition to scale responsibly while enhancing our competitive advantage in key markets. With the acquisition of the lime and limestone businesses we launched an aggressive synergies programme targeting annualised synergies of between €30 million and €60 million to be delivered by 2027. The synergies have three principal sources; first operational and SG&A improvements, secondly plant network optimisation initiatives and lastly topline growth initiatives. I am pleased to report progress in all areas. During 2024, we delivered around £8 million (€9 million) of synergies and increased the minimum deliverable target to £29 million (€35 million), a target we are now increasing to £33 million (€40 million). These increases were possible due to the better than anticipated performance on both operational and network synergies across the Group. As we progress through the programme, we also expect to increase the pace of delivery with the aim to complete the implementation of the base programme of £33 million (€40 million) well ahead of the 2027 end date. In order to deliver the full programme of £50 million (€60 million), further initiatives will need to be unlocked, including delivery of topline benefits. Lime and limestone are critical minerals in supporting the transition to a more sustainable economy and as the EU continues its journey towards cleaner energy and improved infrastructure, we expect additional demand for our products, driving further growth across the Group. PORTFOLIO RATIONALISATION THROUGH DISPOSAL OF NON-CORE ASSETS At the end of 2024, we progressed with our divestment program of non-core assets with the sale of our Belgian and French ready-mix concrete plants for a maximum consideration of €49.5 million, which included a €4.5 million earnout, in a two-part transaction. The full consideration represented an attractive disposal multiple of over 7x LTM EBITDA, reflecting the high quality of the businesses being sold and a recognition of the meaningful margin expansion program implemented since our acquisition of the assets between 2021 and 2023 at a combined 4.5x LTM EBITDA. The first part of the consideration (€37 million) was received in December 2024 relating to the completion of the Belgian assets, with payment and completion for the French plants to come before the end of 2025. We expect to deliver further progress on the rationalisation of non-core assets within the Group, with €20-25 million of remaining EBITDA related to non-core assets still available to be divested. SAFETY Safety remains a top priority across all our sites, and we are committed to ensuring a safe working environment for our employees and partners. We have implemented comprehensive training programs and safety initiatives across our operations, focusing on risk prevention, compliance and continuous improvement. We expanded the Group’s HSE&P team, adding two new members stationed across the UK and central Europe. This enlarged team conducted over 180 audits across the Group’s expanded footprint. A comprehensive review of the progress we have made in relation to health & safety can be found in the ESG section of this report on page 116. COMMITTED TO SUSTAINABILITY Our commitment to environmental stewardship has continued to guide our approach to business. In 2024, we strengthened our efforts to minimise our environmental footprint by continuing to adopt alternative fuels, reducing carbon emissions and promoting sustainable practices within our operations. Our strategic alliances for sustainable lime and limestone products exemplify this commitment and reinforce our role in the transition to low-carbon economies. Socially, we have continued to engage with and support the communities where we operate, prioritising local employment, training and community development initiatives. There is a strong value ethic that permeates throughout the Group which is described more fully in the About Us section of this report on pages 30 to 43. NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT The Company recognises the need to report on climate change and sustainability under the Companies Act. The Group has fulfilled its requirement to report under the Companies Act throughout the ESG section of this report on pages 84 to 141. DRIVING INNOVATION TO SUPPORT GROWTH The Group continues to innovate, with a particular focus on its kiln network. We are using AI to optimise the efficiency of our kilns, alongside implementing a programme to upgrade the entire network to ensure they are compatible with biofuels. In addition to this, SkreenHouse Ventures continues to evaluate innovative sustainable buildings products, such as reduced carbon cement and concrete, with more information on this in section 'Key Developments' on page 26. POST PERIOD DEVELOPMENTS In February 2025 we agreed amended terms on a 5-year facility to replace the bridge loan, which was due to expire in November 2025. The new facility is a private placement with PGIM Private Capital for €125 million, in two tranches, at a fixed rate of 4.93% with a bullet repayment in February 2030. This is the Group’s first private placement in the debt markets and represents a significant improvement in the rate and terms of the previous bridge facility. Also in February 2025, CRH, which had a 15% shareholding in SigmaRoc, announced the sale of their entire shareholding. This secondary share placing was oversubscribed and taken up by a strong list of institutional investors, including a number of new institutions. We are grateful to our existing investors for their support and welcome our new investors to the Group. As part of this placing the SigmaRoc EBT (“SigmaEBT”) purchased 14,895,581 shares. Following this transaction the SigmaEBT held 29,513,668 ordinary shares, representing approximately 2.6% of the Company’s issued share capital. POSITIVE START TO 2025, WELL POSITIONED TO DELIVER Looking ahead, we remain confident in our ability to deliver value for our stakeholders and to maintain our trajectory of growth. We have seen a positive start to 2025. The demand for lime and limestone as critical minerals in the ongoing shift to sustainable industry is set to grow, and SigmaRoc is well-positioned to capitalise on this trend. Reducing interest rates, a renewed political desire to support the economy and a number of megatrends that are supportive to lime and limestone markets should provide a useful stimulus for growth. Whilst we remain mindful of the wider macroeconomic and geopolitical environment, our focus remains on delivering further synergies through operational excellence, enhancing our sustainability initiatives, and exploring strategic opportunities to expand our presence in key markets. In recent weeks, an ambitions support package proposed by the likely German coalition partners with respect to support for the German infrastructure, energy and defence sectors, has materially improved the midterm outlook for the German and European economies. How these support package will impact the specific demand levels of our products remains to be clarified, however, if implemented as currently presented, they would support the demand for lime and limestone across Germany and the wider region. In closing, I would like to thank our employees, customers and stakeholders for their continued support and commitment to SigmaRoc’s mission. Together, we are building a stronger, more sustainable future for all. This report was approved by the Board on 14 March 2025. Max Vermorken Chief Executive Officer Max Vermorken visiting Nordkalk limestone quarry in Miedzianka, Poland SIGMAROC ANNUAL REPORT 2024 01 06 02 07 03 08 Put on some boots and walk your site. Be agile, it keeps our profit growing. Keep yourself and those around you safe. Stay humble, envy kills teams and arrogance kills companies. Take decisions, we have your back. Build your teams, listen to their concerns and have some fun. The Group's Core Values 04 09 Keep the herd moving West. Turn every challenge into an opportunity. 05 10 Be speedy – it keeps our rivals guessing. Remember, our customers pay the bills, our suppliers allow us to operate, our communities tolerate our presence, and our shareholders gave us this opportunity. Ronez quarry in Jersey, Channel Islands STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 21 STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 23 ─ January Successful re-admission to AIM as part of the acquisition of CRH Deal 1 lime and industrial limestone businesses for a total consideration of €745 million funded via £200 million equity placing and partial drawdown of new €875 million senior debt facility. ─ February Active integration of CRH Deal 1 businesses into the Group, with immediate commencement of synergies and IT roadmap workstreams. ─ March Completion of CRH Deal 2, being CRH’s UK lime operations, for a total consideration of €155 million funded via partial drawdown of new €875 million senior debt facility. Publication of the annual results for 2023 together with ESG report and issue of notification of AGM to be held in April 2024. ─ April Appointments of Peter Johnson and Francesca Medda as independent non-executive directors to the board of the Company. AGM held and all resolutions duly passed. ─ June Exercise of call option to acquire CRH Deal 3 business, being CRH’s Polish lime operations, together with submission of filing for Polish competition office clearance. ─ July Publication of trading update for H1 2024 and announcement of the exit for Garth Palmer as CFO of the Group, with Jan van Beek, Deputy CFO and CFO designate, gradually taking over his tasks. Polish anti-trust clearance obtained. 10-year strategic alliance forged with Duo Group to produce and sell sustainable limestone aggregates in the UK market. ─ August Completion of the acquisition of CRH Deal 3 business for a total consideration of €100 million, funded entirely by deferred consideration payable in 2029. While completed in August across the last weekend of the month, formal announcement was not made until 7am on Monday, 2 September 2024. ─ September Publication of interim results, with an update on CRH lime businesses performing in line with expectations and confirmed via proforma trading results. ─ October Publication of the trading update for 9-months ended 30 September 2024, with guidance on synergies to be delivered by 2027 increased to €35 million from €30 million at the interims. ─ December Update on CFO succession, with Garth Palmer stepping down from his role as CFO and appointment of Jan van Beek as CFO and Director of the Company from 1 January 2025. Disposal of Belgian ready-mix concrete plants completed with smaller French plants to complete in 2025, with a maximum total consideration of €49.5 million, at a disposal multiple in excess of 7x LTM EBITDA. CDH supplied 800m2 of bluestone to rebuild Paris' Notre Dame Cathedral's damaged flooring, which was impacted by the collapse of the spire in the heart of the cathedral. If you visit Notre-Dame de Paris, you’ll be walking on our Belgian bluestone. Photographer: Cedric Brion Highlights Group at a Glance Investment Case Chairman’s Statement CEO’s Strategic Report 2024 Timeline of Key Events Key Developments About Us Regions Macro Conditions in the Market Key Measures and Statistics Chief Financial Officer’s Report Risk Systems Report Stakeholder Report ESG and Sustainability Report SECR Report SASB GRI Index TCFD Report 2024 Timeline of Key Events Fels site in Germany STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 25 CRH LIME ACQUISITIONS On 22 November 2023, the Company announced the conditional and transformational acquisition of a comprehensive portfolio of European lime and industrial limestone assets from CRH, alongside a £200 million equity fundraising and new €875 million debt facility. The acquisitions bought to the Group over 1 billion tonnes of additional mineral and annualised revenue of over €575 million. The addition of these assets transformed the scale of the Group’s industrial minerals business and is already unlocking significant financial, operational and strategic benefits. The acquisitions were independent of each other, but on a combined basis represented a total consideration of €1 billion, with €825 million initial and €175 million deferred consideration. The acquisitions were structured as follows (with Deal 1, Deal 2 and Deal 3 collectively representing the ‘Acquisitions’): DEAL 1 COMPLETED 4 JANUARY 2024 Comprises German, Czechia and Irish lime and industrial limestone businesses for a total consideration of €745 million, subject to customary purchase price adjustments. The consideration was satisfied by a combination of €230 million from gross equity proceeds, €350 million drawdown from the new debt facility and €75 million deferred consideration. DEAL 2 COMPLETED 26 MARCH 2024 Consisted of the UK lime operations of CRH for a total consideration of €155 million, satisfied entirely by drawdown from the new debt facility. DEAL 3 COMPLETED 2 SEPTEMBER 2024 Consisted of the Polish lime operations of CRH for a total consideration of €100 million, funded entirely from deferred consideration. Strategically the Acquisitions represented an opportunity to become one of Europe’s leaders in lime, combining high quality businesses and complementary footprints, positioning the Group as either the number one or number two participant in all its key lime markets. Lime and limestone are key resources in the transition to a more sustainable economy and lime products are natural carbon absorbers. New applications for lime and limestone products through the increase in focus on sustainability include the production and recycling of lithium batteries as part of increasing electrification, the decarbonisation of construction including through substitution of cementitious material and new building materials, and environmental applications including lake liming, air pollution control and direct air capture. Furthermore, the Acquisitions support the Group’s ESG and net zero ambitions offering a more diverse asset network, further positioning of the Group with regards to CCS hubs and giving the Group a strategic role in the decarbonisation of key industries such as steel and chemicals. SYNERGIES AND INTEGRATION A synergy program targeting annualised synergies of £25 million (€35 million) to £50 million (€60 million) was launched post the acquisition of the CRH lime and limestone business. During 2024, we delivered around £8 million (€9 million) of synergies and increased the minimum deliverable target to £29 million (€35 million) because of better than anticipated performance on both operational and network synergies across the Group. We are now increasing the minimum to £33 million (€40 million) based on recently identified SG&A restructuring savings across the network to be delivered by 2027. DIVESTMENT OF FRENCH AND BELGIUM READY-MIX CONCRETE BUSINESSES As part of our divestment program of non-core assets, the Company reached an agreement in December 2024 to sell the Belgian and French ready-mix concrete plants for a maximum consideration of €49.5 million in a two-part transaction of which the first deal comprising the Belgium business was sold in December 2024 and the second deal is expected to complete in 2025. This consideration included a €4.5 million earnout as part of the first deal. Fels site in Rübeland, Germany Highlights Group at a Glance Investment Case Chairman’s Statement CEO’s Strategic Report 2024 Timeline of Key Events Key Developments About Us Regions Macro Conditions in the Market Key Measures and Statistics Chief Financial Officer’s Report Risk Systems Report Stakeholder Report ESG and Sustainability Report SECR Report SASB GRI Index TCFD Report Key Developments Ludovic Emsens Group Venture Manager – Innovate STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 27 Key Developments 2024 ACCOMPLISHMENTS Strategic Investments: SkreenHouse Ventures by SigmaRoc is strategically investing in pioneering companies like Cemfree, Material Evolution and others each revolutionising the construction industry with next-generation sustainable technologies. - Cemfree is SigmaRoc’s solution for ultra-low-carbon cement alternatives, delivering a geopolymer-based solution that eliminates traditional Portland cement, significantly reducing CO₂ emissions without compromising performance. Operational Innovations: - Integrated artificial intelligence across workflows, optimising operations, decision-making and sustainability metrics; and - AI process control system was Implemented at Kaltes Tal Kiln, proving to reduce the fuel consumption improving cost management and minimised emissions. KEY STATISTICS 2024 110 Projects reviewed 6 Due Diligence 56 Active Follow-Ups 1 Completed Venture Cemfree: Cement free sustainable concrete VENTURES SigmaRoc achieved a series of milestones in 2024, propelled by its innovative approach through SigmaRoc Ventures. The strategic ventures arm enabled the Company to integrate emerging technologies, sustainable practices and advanced materials, solidifying its position at the forefront of industry transformation. These advancements have laid the groundwork for the evolution into SkreenHouse Ventures by SigmaRoc in 2025 – a bold initiative designed to redefine the future of construction and raw materials. SkreenHouse Ventures by SigmaRoc is a pioneering platform dedicated to accelerating innovation, investment and collaboration within the construction sector. Focused on sustainable materials, green construction and industrial advancements, SkreenHouse is spearheading the long- overdue digital and environmental transformation of one of the world’s largest industries. By leveraging industrial partnerships, it provides portfolio companies with direct access to a large customer base, with c.100 test sites, and a market entry process that is six times faster than traditional pathways. Backed by a team with years of collective industry expertise, SkreenHouse transforms groundbreaking concepts into industry-defining solutions, ensuring that innovation is not just explored but successfully implemented at scale. Mevo Update Material Evolution successfully opened its ultra-low carbon cement production plant on the site of CCP Building Products. This co-location marks a first of its kind approach to cement and concrete production under one roof, further signifying SigmaRoc’s commitment to sustainable development, and support of start-ups in driving innovation that should transform the industry. STRATEGIC DIRECTION Lime’s essential role in carbon capture technologies highlights its significance in achieving net zero objectives, positioning SkreenHouse Ventures at the forefront of sustainable construction innovation. Supported startups can leverage SigmaRoc’s R&D facilities, industry expertise, extensive European network, reliable supply of high-quality raw materials and valuable customer connections. Green Construction: - Increasing regulatory and consumer focus on sustainability has accelerated the adoption of low-carbon materials; and - SigmaRoc’s investment in Material Evolution demonstrates alignment with these trends, leveraging innovations that drive decarbonisation across the sector. Enhanced Productivity: - The construction industry is undergoing a digital transformation, where AI-driven platforms are enabling real-time decision-making and efficiency improvements; and - SigmaRoc’s commitment to productivity enhancements positions it to capitalise on these market shifts. Construction Supply Chain: - Investments in technologies supporting real-time tracking and advanced analytics are ensuring streamlined resource management, reducing costs and environmental impacts; and - SigmaRoc’s focus on supply chain optimisation aligns with the growing market demand for efficiency and sustainability. Future of Construction: - Advances in robotics, automation and modular construction methods are transforming industry practices, enabling SigmaRoc to lead in technological innovation; and - Strategic investment in initiatives like Aqualung’s carbon capture solutions further emphasise SigmaRoc’s commitment to sustainability and operational excellence. This approach not only reflects SigmaRoc’s strategic alignment with market trends but also solidifies its position as an industry leader in sustainable, efficient and innovative industrial practices. Material Evolution Plant on CCP site in Wrexham, Wales STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 29 Key Developments GREENCEM LAUNCH OF GREENCEM / POST YEAR DEVELOPMENT In March 2025, the Company launched GreenCem, an ultra-low carbon concrete technology designed to reduce the environmental impact of concrete production. Unlike other low-carbon solutions, which are often limited to niche projects representing a small proportion of total industry output, GreenCem is designed for use in all concrete production, with the potential to reduce the carbon footprint of concrete products by up to 80%. GreenCem complies with industry standards, maintains manufacturing and product performance, and ensures cost stability compared to other premium technologies. The technology is available for immediate implementation. The Company aims to collaborate with concrete producers across all sectors to facilitate industry-wide adoption of lower-carbon solutions. About Us Nordkalk limestone quarry in Pargas, Finland Highlights Group at a Glance Investment Case Chairman’s Statement CEO’s Strategic Report 2024 Timeline of Key Events Key Developments About Us Regions Macro Conditions in the Market Key Measures and Statistics Chief Financial Officer’s Report Risk Systems Report Stakeholder Report ESG and Sustainability Report SECR Report SASB GRI Index TCFD Report SIGMAROC ANNUAL REPORT 2024 SIGMAROC 31 STRATEGY GOVERNANCE FINANCE INDUSTRY Iron Steel Aluminium Cobalt Copper Gold Lead Lithium Nickel Titanium Uranium Zinc Float glass Container glass Glass fibre filaments Fibreglass insulation Computer glass Lamps and bulbs glass Laboratory glass containers and equipment Optical glass High temperature cookware Oven glass Paper Paper coatings Plastics Rubbers Sulphonates Phenates Salicylates Fire extinguisher foam Soap Detergents Engine lubricants Leather hide processing Chrome chemicals Modelling clay Cat litter component Glue Gelatin Capsules Cosmetics Ointments CONSTRUCTION & ENGINEERING Refractory lining bricks Mortars Granular repair products Renders Plasters Insulating building blocks Sand-lime bricks Lime concrete High alumina cements Limewash Soil stabilisation Soil treatment Hydraulic road binders Tunnelling Aggregate improvement Asphalt enhancement Hemp lime binder Paints Adhesives Caulking agents Sealant Pumped tunnel grouts additive Road tunnel safety lighting improvement Heat island effect coolant Pest inhibitor Calcium silicate fire protection boards and castings ENVIRONMENT & FOOD Treatment of effluent Water filtration Salt brines purification Soda lime Removal of acidic to air Removal of pollutants of emissions to air Flue gas treatment Liquid acidity neutralisation Effluent treatment Sewage sludge modifier Contaminated land treatment Shipping emissions Battery making Battery recycling Lake liming Drinking water Sugar Fertilisers Animal feed Fish farming Fruit farming Milk Cream Butter Corn tortillas Fungicide Dietary supplements Antacids Toothpaste Baking powder Inorganic salt ... LIME A CRITICAL COMPONENT IN THE GREEN TRANSITION Lime, often overlooked in discussions of industrial decarbonisation, plays a significant role in the transition to a low-carbon future. Unlike cement, which it superficially resembles, lime offers a more sustainable and versatile pathway towards reducing carbon emissions across numerous critical sectors. Lime uniquely supports the production, processing and recycling of over 65% of the EU’s Critical Raw Materials. Applications span renewables (powering wind and solar energy infrastructure), electric mobility (a key component in electric vehicle manufacturing), ICT, Defence and various industrial processes. This widespread use demands significant quantities of minerals, with the specific types and amounts varying considerably depending on the application; electric vehicles, for example, require far more minerals in their production process than conventional cars. The fast- evolving portfolio of lime’s applications over time emphasises its adaptive role within a changing industrial landscape. LIME VS. CEMENT A direct comparison with cement production highlights lime's sustainability advantages. Cement production is characterised by limited products across a small portfolio of applications, emission volumes with lower CO2 concentrations, and low kiln thermal efficiencies. Lime production, however, exhibits significantly greater flexibility, with multiple applications across diverse sectors. Its re-carbonation rate is much faster with up to 100% occurring in the first year, CO2 concentrations are greater, allowing more options for CCS, and lime has a significantly lower overall cost to customers. While lime production does generate CO2 emissions (on average 1.1 tonnes per tonne of lime), these emissions are primarily divided between combustion (one -third) and process (two-thirds), presenting opportunities for targeted reduction strategies. We describe further our approach to dealing with these emissions in our ESG report. CO2 EMISSIONS DURING LIME PRODUCTION PROCESS 1.1 TONNE CO2/T LIME Lime for Life ...Need lime to be produced. Focused on Essential Minerals OUR MISSION? LIME FOR LIFE. TO SUPPLY ESSENTIAL MINERALS CRITICAL FOR LIFE ACROSS THE INDUSTRIAL AND CONSTRUCTION SECTORS ESSENTIAL PART OF LIFE PRICE STABILITY CaCo3 Highly versatile material due to its chemical properties Inflation+ pricing USED EVERYWHERE MARKET GROWTH2 1%-2% overal market growth >300 essential applications SMALL % OF PRODUCTION COST LONG-TERM CUSTOMERS3 98% of customer relationships over 3 years Steel <2% P&P <1% Chemicals <1% Flue gas <3% DIVERSE END-MARKETS1 STRONG MARGINS 22% average margin over last 17 years 20% Environ. 35% Industry 45% Construction 1 FY24 proforma revenue split 2 Source: Leading consulting group – 2025-2030 lime volume CAGR 3 Based on lime and industrial limestone only STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 33 Industry 35% of FY24 proforma revenue The industry segment primarily includes the following end-markets: ─ Steel ─ Pulp & paper ─ Chemical ─ Mining High-grade minerals 73% of FY24 proforma revenue High grade minerals refer to premium rock processed into powders, granules, or quicklime for industrial use. Aggregates and stone 11% of FY24 proforma revenue Aggregates and stone are construction aggregates and other non high-grade mineral products. Value-added products 16% of FY24 proforma revenue Value-added products refer to dimension stone, concrete blocks, pre-cast concrete, ready-mix concrete, asphalt and other tailored construction materials. Construction 45% of FY24 proforma revenue The construction segment primarily includes the following end-markets: ─ Infrastructure ─ Residential construction Environment 20% of FY24 proforma revenue The environment segment primarily includes the following end-markets: ─ Water treatment ─ Food ─ Flue gas treatment With a Leadership Position Across Northern Europe Market positions in lime and minerals No.1 in the UK No.1 in Channel Islands No.1 in Ireland No.2 in Czechia No.1 in the Finland No.2 in Germany No.1 in the Norway No.1 in Belgium No.2 in Poland No.1 in the Sweden OUR VISION? TO BE NORTHERN EUROPE'S LEADING SUPPLIER OF ESSENTIAL MINERALS Portfolio and Market Diversification site clusters Nordics Central Europe Western Europe UK & Ireland Market position in lime and minerals SEGMENTS PRODUCTS STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 35 With Mega Trends Supporting Long-Term Growth Sustainable industrial production / Fossil-free steel manufacturing, clinker reduction in cement Steel is one of the most reliable and commonly used materials in construction and the evolution of advanced manufacturing techniques is revolutionising the way steel is produced. Clinker is the intermediate material manufactured to produce cement, but its production is energy and CO2 intensive. Clinker reduction and green steel production through increased substitution and use of limestone and lime will help to drive sustainability. 55% reduction in carbon emissions by European Steel industry by 2030 (from 1990 baseline) Source: Eurofer Electrification of the economy / The ongoing transition Electrification requires reimagining how we refuel our cars, heat and cool homes, and power industries. Localised energy storage for the grid, and the proliferation in the numbers of electric vehicles, will all drive a huge increase in the requirement for batteries, with mining and refining of lithium all reliant on lime. Lithium battery production in Europe is predicted to grow nearly 8-fold by 2030 Source: Global Consulting Firm Modern buildings and infrastructure / High-rise building and resilient infrastructure Meeting the needs for greener and smarter infrastructure will require the construction of environmentally friendly and resilient cities. As urban land is becoming scarce, there is increasing high-rise construction, which will require the increasing use of innovative materials, especially steel. In addition, energy efficiency, waste reduction solutions and recycling are all likely to require the increasing use of lime and limestone. 75% of the EU’s building stock is classified as energy inefficient Source: Environment Energy Leader Growing e-commerce / Sustainable packaging, plastics reduction Consumer awareness of the ramifications of packaging waste has driven brand owners and retailers to act on packaging waste and in particular the diminishing use of plastic in a drive for the use of circular materials. Lime and limestone are essential parts of many sustainable paper and board solutions that are now becoming the norm in packaging solutions. European e-commerce forecast: 8% 2025-2029 CAGR Source: Statista Importance in critical minerals / Security of vital supplies for Europe There is growing recognition of the importance of securing European access to critical minerals. Throughout history raw materials have played a critical role in economic development and we are now becoming increasingly reliant on a new set of critical raw materials, including rare-earth elements and metals such as lithium, all of which will require increasing amounts of lime and limestone in their mining and refinement. European lithium demand forecast to increase 12x between 2020 and 2030 Source: Somo Environmental protection / Applications to safeguard ecosystems The goals in Europe include enhancing natural capital, reducing greenhouse gas emissions, dealing with water and air pollution, and restoring large areas of land and sea habitat in order to achieve climate neutrality by 2050. Limestone is used in ocean and lake liming to restore pH balance. Air pollution and the treatment of industrial waste all rely on lime to neutralise harmful pollutants. General government expenditure in the EU on environmental protection amounted to €130 billion in 2022 Source: European Commission STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 37 In January 2024, the Group raised £200 million and established a new €875 million senior debt facility to acquire the CRH lime businesses, with Germany, Czechia and Ireland being completed in January 2024, UK in March 2024 and then Poland in September 2024. Collectively, this investment transformed the Group into a leading European lime and minerals producer. The primary focus for 2024 was the completion and integration of these acquisitions, ensuring they operated efficiently within the Group’s structure while driving overall profitability as well as country-specific gains. Executing the Strategy Alongside this, the Group agreed to dispose of its sector leading Belgian and French ready-mix concrete businesses, for a maximum consideration of €49.5 million including a €4.5 million earnout. This disposal, achieving a multiple of >7x LTM EBITDA, reflected the strong performance of the businesses and the success of the margin expansion program implemented since their acquisition between 2021 and 2023. Of the consideration, €40 million was received in December 2024 relating to the completion of the Belgian assets, with payment and completion for the French plants and earnout to come later, post period end. Profitable Exits from Non-Core Portfolio JULY 2023 £11m proceeds from 4 assets Grinding plant (Poland) at 7.2x non-core due to location Road maintenance (Belgium) acquired with another acquisition, effective multiple of 5.3x Industrial land plus disused quarry (Belgium) DECEMBER 2024 £40m for concrete plants Ready-mix concrete plants sold in excess of 7x Businesses acquired for 4.5x Clear Strategy We help and empower local managers to become best in class operators. We seek to sell everything we quarry and add downstream activities. We confront industrial challenges be it footprint or product. 04 This gives us COST CONTROL This gives us MARGIN EXPANSION This gives us A COMPETITIVE EDGE We call this We call this We call this We call this INVEST IMPROVE INTEGRATE INNOVATE We own mineral reserves, assets and infrastructure that have high barriers to entry. This gives us PRICING POWER OUR CORE OPERATING PRINCIPLES - THE 4Is Leading European lime business with strong asset backing #1 or #2 in 10 countries; 2.7 billion tonnes of mineral reserves and resources Essential product with dozens of applications Used everywhere in modern life, essential to production, insignificant cost Attractive and diversified end-markets Resilient and diversified market with robust pricing and sustainable growth DIVESTMENT STRATEGY ─Ongoing sales expected ─No ‘distressed’ exits ─c. £20-25m EBITDA from remaining non-core assets 01 03 02 Emmanuel Maes Group ExCo Member – Invest Emmanuel joined SigmaRoc in 2019 and has been instrumental in developing the Group in Europe. Previously Emmanuel served as CEO of Group De Cloedt (2004-2018), a Belgian company specialising in dredging, production and commercialisation of sand, gravel and hardstone, building the business from €40 million to €240 million annual turnover, through organic growth and acquisitions. STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 39 Nordkalk limestone quarry in Lappeeranta, Finland Executing the Strategy A synergy program targeting annualised synergies of £25 million (€30 million) to £50 million (€60 million) was launched, with £7.5 million (€9 million) delivered in the year and the minimum deliverable target raised to £29 million (€35 million) during 2024, and £33 million (€40 million) post period end, due to stronger-than-expected operational and network synergies. The focus remained on integrating the new businesses effectively while unlocking further efficiencies and ensuring best- practice measures were implemented across all entities. Synergies: Now Targeting Minimum €40m Delivery of Synergies Efforts to improve operational efficiency and sustainability progressed through advancements in electricity, alternative fuels and carbon capture. Circa 70% of consumed electricity is fossil free whilst the alternative fuels program, including biofuels, continued to expand across the kiln network, having proved 100% continual biofuel substitution in some kilns and up to 50% in others. Previous hydrogen trials demonstrated the feasibility of 100% hydrogen substitution, further supporting the Group’s commitment to, and opportunities for, decarbonisation. Carbon capture initiatives also advanced, with the Group working closely with pre- and post-combustion carbon capture suppliers to deliver optimal solutions based on geographical region and asset type, including technologies such as oxy- fuel combustion and Ocean GeoLoop. EBITDA acquisition multiples Based on 2024 EBITDA, excludes corporate overheads and divestments. ESG: Building a Better Business EBITDA Improvement on Businesses Acquired Pre-CRH Deals Restructuring overlaps e.g. Nordkalk / Bjorka Minerals Operational excellence Kiln / quarry basic efficiency Network optimisation Kiln ‘network’ efficiencies / closures Buying power Group scale improves purchasing ability Commercial excellence Sharing best practice Other Exports / repatriation of sales volumes 46% Reduction since 2021 baseline2 112% YoY increase across the Group 18% YoY reduction in TIFR 10% YoY intensity reduction 100% In Finland, Sweden, Germany, Czechia, Belgium >180 Site audits conducted EMISSION INTENSITY1 ALTERNATIVE POWER INJURY FREQUENCY ENERGY INTENSITY FOSSIL FREE ELECTRICITY SAFETY AUDITS IMPROVEMENT DRIVEN BY: ─Revenue growth ─New geographies ─Improved lime strategy ─Purchasing ─Energy & alternative fuels ─Process optimisation ─Cost improvement ─SG&A restructure Topline growth Cost synergies 1. Emissions intensity is CO2 t / revenue 2. Based on proforma for new Group EBITDA acquired EBITDA improvement based on FY24 Guy Edwards Group ExCo Member – Integrate With more than 30 years of experience in the construction industry, Guy Edwards is Group ExCo Member of Integration at SigmaRoc. Over the years, he has held a variety of senior roles within Aggregate Industries, both in the UK and US. In 2013, Guy served as a UK Executive Committee member responsible for European operations and, in 2014, was named COO for the Aggregate Industries US (Holcim USA). Charles Trigg Group ExCo Member – Improve Co-founder Charles co-founded SigmaRoc in 2016, joining the team from his role with Holcim. At SigmaRoc, Charles has led M&A, CAPEX, projects, ops excellence, HSE, ESG, risk, and insurance. Before co-founding the Group, he worked globally in construction and materials, starting at Holcim, then in Qatar on strategic supply, and in NZ on Christchurch's post-quake rebuild. He later returned to Holcim as Group Head of CAPEX Northern Europe and led ops and supply chain for the LafargeHolcim merger in that region. STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 41 Executing the Strategy The Group continued to innovate by driving advancements in sustainable materials and green construction, with ongoing developments highlighted throughout the year. A strategic 10-year alliance was established with Duo Group to produce and sell sustainable limestone aggregates in the UK market, reinforcing the Group’s commitment to sustainability and long-term market leadership. Investments in AI-driven operations, sustainable ventures and efficiency programs remained key priorities, ensuring continuous progress in operational excellence and environmental responsibility. This includes the artificial intelligence-driven high-level process control systems being systematically deployed to enhance process stability, reduce energy consumption and lower carbon dioxide emissions. Since inception and throughout 2024, the Group has consistently grown both organically and through acquisitions, delivering improved performance and shareholder value. With a larger entity and significant internal cash flow potential, the focus will now shift to disciplined capital management, leveraging internal resources to support the next phase of sustainable and strategic growth. Proven by Sustainable Track Record of Growth Fons Vermorken Group ExCo Member – Innovate, and Head of Systems Co-founder Fons co-founded SigmaRoc in 2016, supporting initially part time all acquisitions and leading IT, ERP, analytics, and digital innovation. As needs grew, he became full-time Group ExCo Member, focusing on systems integration, data analytics, digital strategy, and M&A. Previously, he worked in big data and software for risk, trading, and investment, with roles at Société Générale, Apollo Global Management company BRIT, and Altana Wealth. He holds degrees in Financial Economics and Computational Econometrics and has published on big data analytics. His London-based team includes three members. STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 43 STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 45 GROUP STRUCTURE Following the transformational acquisition of Nordkalk in August 2021, the Group’s geographical footprint, product offering and end-user markets changed substantially. Whilst wishing to retain the established platform model, which had proven effective in ensuring the businesses remain locally focused and agile, we saw the potential to enhance this through additional Group level structure to support further growth and expansion. In 2022, we augmented our platforms with an overarching regional structure. Each region has a Managing Director (MD) and Financial Director (FD) who are responsible and accountable for overseeing performance, steering development and driving growth. In 2024, as a result of the CRH Lime Acquisitions, the Group expanded this structure to include a new Central region, consisting of Germany and Czechia, with Poland and the Baltics also joining this region. The North-West region becomes the UK & Ireland, following the acquisition of our new Irish operation, and the North-East, now focussing solely on the Nordics, is also renamed. The regional structure aligns the Group as follows: REGION MD FD Countries Segments UK & IRELAND Michael Roddy Michael Crump UK Ireland Channel Islands Construction Environment Industry WESTERN EUROPE Eric Dothée Matthias Maroil Belgium Netherlands Luxembourg Northern France Spain Construction CENTRAL EUROPE Burkhard Naffin Christian Schäfer Germany Czechia Poland Baltics Construction Environment Industry NORDICS Marcel Gestranius Finland Sweden Norway Construction Environment Industry Nordkalk limestone quarry in Miedzianka, Poland UK & IRELAND WESTERN EUROPE CENTRAL EUROPE NORDICS Site clusters Highlights Group at a Glance Investment Case Chairman’s Statement CEO’s Strategic Report 2024 Timeline of Key Events Key Developments About Us Regions Macro Conditions in the Market Key Measures and Statistics Chief Financial Officer’s Report Risk Systems Report Stakeholder Report ESG and Sustainability Report SECR Report SASB GRI Index TCFD Report Regions STRATEGY GOVERNANCE FINANCE Regions At a product level, the Group is now structured around three core product categories which it uses to assess performance, being high-grade minerals, aggregates and stone and value-added products. High-grade minerals are higher-grade limestone products produced from quarried limestone material which is processed and then ground into powders and granulates or burnt into quicklime, which can then be further processed through hydration and re-carbonation. High-grade minerals also include other high-grade specialised minerals such as dolomite and wollastonite. High-grade mineral customers are typically large national or multinational corporates under fixed annual supply agreements over long-term contracts. In most cases, these contracts include dynamic pricing mechanisms to adjust for changes in the price of key input costs such as energy and logistics. Aggregates and stone are construction aggregates and other non high-grade mineral products. They include quarried limestone, granite, and similar naturally occurring materials that are not classified as high-grade. These resources are typically crushed and processed into various size specifications, then sold primarily for use in construction and infrastructure projects. Typical customers include: - Government agencies: For the construction and maintenance of infrastructure such as roads, bridges, and coastal defenses; - Large corporates: Involved in commercial, residential, and civil engineering developments; - Independent house builders and contractors: Supporting a wide range of building activities; - Merchants and resellers: Including shipping agents and bulk material wholesalers; - Individuals and small businesses: Carrying out home improvements, landscaping, and small-scale construction work. Value-added products are aggregates that undergo further processing to create specialised construction materials, offering enhanced utility and functionality for various infrastructure and building applications. These products include dimension stone, concrete blocks, pre-cast concrete, ready-mix concrete, asphalt and other tailored construction materials. Through additional processing steps, such as mixing, moulding or binding with cement or bitumen, the aggregates achieve properties that make them ideal for specific use cases, including: - Dimension stone: Quarried as large natural limestone blocks with unique characteristics (colour, texture and pattern) which are then processed into slabs, and then cut and finished to various specifications. Dimension stone is used in the construction market for infrastructure and residential projects as tiles, skirtings, paving, cladding and bespoke applications such as kitchen benches and swimming pools; - Concrete blocks and pre-cast elements: Used in both commercial and residential building structures, these products offer uniformity, durability and ease of installation for walls, foundations and structural components; - Ready-mix concrete: Supplied directly to construction sites in a ready-to-use form, this product meets strict specifications for consistency and strength, ideal for applications where speed and reliability are crucial, such as large-scale infrastructure projects; and - Asphalt: Produced by combining aggregates with bitumen, asphalt is used extensively in road construction, parking lots and airport runways due to its durability and weather resistance. Value-added products cater to a wide range of customers, from large construction firms and infrastructure developers to government agencies and municipal bodies responsible for building and maintaining public roads, bridges and facilities. Contractors, stone transformers and cutters, and smaller builders also rely on these products for residential and commercial developments, while merchants, wholesalers and distributors help facilitate broader market access. In terms of end-markets, the Group broadly fits into three primary categories, being industrial, environment and construction. Industrial markets utilise high-grade minerals for various applications, ranging from fillers in the production of cardboard to reactive agents in the treatment of flue gas, soil and water. The Group’s industrial markets comprise: - Pulp, paper & board: Quicklime is required in the closed chemical circulation of modern pulp mills, helping decrease the environmental impact of the production process. Approximately 250kg of quicklime is required to produce a tonne of pulp. Quicklime and limestone are also used as fillers in the production of paper and cardboard; - Metals & mining: Quicklime and limestone are used in various metal production applications, including steel and copper production and metal recycling. Quicklime is also an important chemical for regulating various processes in the mining industry; and - Chemical: Finely ground limestone powders are used as fillers in paint and adhesives. Wollastonite is also used to enhance properties of paint, plastics and other unique applications. Environmental markets also utilise high-grade minerals, which at a high level involves either regulating acidity levels or removing toxins. The Group’s environmental markets comprise: - Environmental: Quicklime, slaked lime and limestone powders are used to remove acidic compounds such as sulphur, chlorine and fluorine from flue gas before the chimney. Quicklime and slaked lime are also used to treat water, raising the pH level of drinking water and reducing toxicity of wastewater; and - Food: Quicklime is critical in achieving sustainable and more productive agriculture for the food market, both in terms of livestock and farming. Limestone is also used to increase soil pH and in animal feed. Construction markets use quarried limestone and granite minerals in the construction of roads, concrete and other building materials. Construction materials markets are broadly categorised as either infrastructure or residential: - Infrastructure: Uses quarried limestone or granite minerals in the construction of large infrastructure projects such as roads, railways, bridges, ports, airports and commercial buildings. Primary products include aggregates, asphalt and contract services, ready-mix concrete, pre-cast concrete and dimension stone; and - Residential: Uses quarried limestone or granite minerals in the construction of various forms of housing. Customers include large national housebuilders, developers, contractors and individuals. Primary products include aggregates, pre-cast concrete and concrete products, ready-mix concrete and dimension stone. Nordkalk limestone quarry in Pargas, Finland SIGMAROC ANNUAL REPORT 2024 SIGMAROC 47 STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 49 Key metrics for the UK & Ireland region during the year were as follows: STATUTORY RESULTS UNDERLYING RESULTS FINANCIAL METRICS 2024 2023 Change 2024 2023 Change REVENUE £232.7m £142.3m +63.5% £232.7m £142.3m +63.5% EBITDA £48.6m £28.7m +69.3% £54.1m £31.6m +71.2% EBITDA MARGIN 20.9% 20.2% +3.6% 23.2% 22.2% +4.7% OPERATIONAL METRICS 2024 2023 Change PEOPLE 796 683 +16.5% RESERVES AND RESOURCES (TONNES) 188.3m 185.5m +1.6% SITES 41 36 +13.9% Michael joined the Company in 2017 with the remit to assist in the growth of the Precast Products Group (PPG) platform. Since then, Michael’s role has expanded in line with the Group’s growth and today he oversees the UK & Ireland region as Regional Manager Director. As MD of the UK & Ireland, Michael is responsible for overseeing the growth and development of the region in line with our core principles of “Invest, Improve, Integrate, and Innovate” across all platforms. Michael has over 20 years of experience in different leadership positions across the construction and industrial supply chain. Michael holds an MBA from Robert Gordon University and a bachelor’s degree in business from Dublin Institute of Technology. Michael Roddy UK & Ireland MD and MD of PPG Michael joined SigmaRoc in 2019 and is currently Finance Director for the UK & Ireland region and the PPG Platform. In these roles Michael is responsible for transforming the financial processes from legacy systems to an integrated group structure. Furthermore, Michael has led the development of financial analysis and reporting to support the investment and growth of the businesses. Michael began his career in audit, initially in Australia and later in the UK with BDO. After qualifying he spent a number of years in various finance roles within Jaguar Land Rover. Michael holds a Bachelor of Commerce from Griffith University, Australia and is a member of The Institute of Chartered Accountants in England & Wales. Michael Crump UK & Ireland FD and FD of PPG The UK & Ireland region, led by Michael Roddy, geographically covers England, Ireland, Wales and the Channel Islands. The region is predominantly focused on the construction industry, which represents 77% of its revenue, with core product offerings in the construction market including pre-cast concrete, concrete products, ready-mix concrete, asphalt and surfacing, dimension stone and aggregates. Through the CRH Lime Acquisitions in 2024, the UK & Ireland region expanded into industrial and environmental markets, with the additions of Clogrennane in Ireland in January 2024 and Buxton in England in March 2024. Key elements of the UK & Ireland region include: 1. Buxton Acquired as part of the CRH Lime Acquisitions in March 2024, Buxton Lime is the leading producer of lime products in the UK. Key applications of Buxton products include water purification and electricity generation, and production of essential materials such as iron, steel, glass, plastics and paper. 2. Clogrennane Acquired as part of the CRH Lime Acquisitions in January 2024, Clogrennane is Ireland’s largest and most advanced lime producer, producing a wide range of special products for the agricultural, environmental, industrial and construction sectors. 3. Johnston A specialist quarried materials producer, producing construction aggregates, premium building stone and agricultural lime for soil improvement. Unique Cotswolds Ironstone and Bath Stone are supplied for high-end housing projects, while aggregates support infrastructure work. Operations are spread across four quarries, three mines, and two stone processing sites in the Southwest, Oxfordshire and Lincolnshire. 4. PPG (Precast Products Group) A collection of companies specialising in manufacturing precast concrete products and blocks, including Allen Concrete, Poundfield Precast, CCP Building Products, Rightcast and Retaining. 5. Harries Harries operates a number of granite and limestone quarries, asphalt plants and concrete plants as well as a wharf and a civil engineering division for infrastructure projects. 6. Ronez Supplies the Channel Islands with aggregates, ready-mixed concrete, asphalt and precast concrete products. Also operates a dedicated shipping division, enabling efficient dry-bulk material transport between Channel Islands sites and third-party locations in the UK and Europe. REGIONAL HIGHLIGHTS The UK & Ireland region has demonstrated a strong performance across multiple industries despite a mixed economic picture in the region, aided by the addition of the acquired lime assets in Ireland in January and the UK in March. There has been continued softness in the residential construction segment, with a pickup expected as interest rate reductions come through. The region demonstrated strong pricing and cost control disciplines throughout the period, maintaining market share, and as a result there has been an improvement in overall performance and margin share, and as a result there has been an improvement in overall performance and margin. UK & Ireland Ronez crushing plant in Jersey, Channel Islands SIGMAROC ANNUAL REPORT 2024 CDH bluestone quarry in Soignies, Belgium SIGMAROC ANNUAL REPORT 2024 SIGMAROC 51 STRATEGY GOVERNANCE FINANCE Western Europe Key metrics for the Western Europe region during the year were as follows: STATUTORY RESULTS1 UNDERLYING RESULTS1 FINANCIAL METRICS 2024 2023 Change 2024 2023 Change REVENUE €115.3m €125.6m -8.2% €115.3m €125.6m -8.2% EBITDA €18.5m €28.3m -34.4% €23.3m €29.8m -21.8% EBITDA MARGIN 16.1% 22.5% -28.6% 20.2% 23.7% -14.8% OPERATIONAL METRICS 2024 2023 Change PEOPLE 474 546 -13.2% RESERVES AND RESOURCES (TONNES) 535.1m 518.3m +3.2% SITES 10 13 -23.1% 1 Statutory and underlying results include continuing and discontinued operations. The Western Europe region is led by Eric Dothée and geographically covers Belgium, the Netherlands, Luxembourg, Northern France, Spain and Turkey. Currently, the Western Europe region is solely focused on the construction industry and the core product groups are construction minerals and value-added products (primarily dimension stone). Key elements of the Western Europe region include: 1. CDH (Carrières du Hainaut) The world’s largest producer of Belgian blue limestone, playing a significant role in global construction and architectural projects. CDH produces dimension stone blocks and slabs that are used worldwide in residential, commercial and infrastructure projects, and in architectural and cosmetic applications such as tiles, cladding, paving, kitchen countertops and pool surrounds. 2. GDH (Granulats du Hainaut) Located at the CDH site, strives to add value to overburden while preserving the blue stone. By removing clay and silt, which are then either recycled by external partners or placed as landscaping and restoration across the site, GDH reaches and extracts the raches layer, a bluish-grey limestone. This resource is then processed and transformed into gravel, aggregates and armour stone, intended for a wide range of applications in the construction, landscaping and public works sectors. GDH is a joint venture with CdB, whereby SigmaRoc owns 75% and CdB the remaining 25%. 3. Cuvelier and La Belonga Cuvelier and La Belonga include quarries and operations located in Belgium and Spain strategically located close to supply networks. 4. Limburg Concrete Limburg Concrete, comprising B-Mix with sites in Genk and Tessenderlo and Goijens at Bree, and covering the Limburg region of Belgium. This collection of ready-mix concrete businesses provides concrete and associated recycling services into the region's construction market. Limburg Concrete was divested on 13 December 2024. 5. BHS (Bétons du Hainaut et de la Sambre) Is composed of four sites located around Valenciennes in Northern France which provide concrete to the region’s construction market. The disposal of the French plants is due to complete by the end of FY25. REGIONAL HIGHLIGHTS Construction and infrastructure sectors, the main contributions of the region, remain under pressure, with lower demand and visibility throughout the period. A number of cost optimisation measures have been implemented in order to right size the region for reduced demand outlook, should this continue. The timing of production orders at the year ends created a variation in YoY results, exacerbating the EBITDA reduction in 2024. Outside of this, normalised YoY results would have resulted in a 3% EBITDA reduction. Given the region’s exposure to construction and infrastructure, expected interest rate reductions should stimulate demand as and when they arrive. During the year, as part of our divestment program of non-core assets, the Company reached an agreement to sell the Belgian and French ready-mix concrete plants for a maximum consideration of €49.5million in a two-part transaction of which the first deal comprising the Belgium business was sold in December 2024 and the second deal is expected to complete in 2025. This consideration included a €4.5million earnout as part of the first deal. Eric joined SigmaRoc in January 2024 as MD of Western Europe. Before joining SigmaRoc Eric was CEO of Eaglestone Luxembourg and a member of the ComEx of Eaglestone Group, a pan-european real estate developer. Prior to Eaglestone Luxembourg Eric was Head of Business Development and Asset Management at IKO Real Estate, where he ran the department of Marketing & Communication from 2010 to 2020. He was also a director at IKO AM, an asset and investment company focused on Asian investors. Eric holds an M.Sc. in Management from the Solvay Brussels School of Economics & Management in Brussels, where he majored in Finance. He is certified as a real estate professional in Luxembourg and was a Board Member of LuxReal. Eric Dothée Western Europe MD Matthias joined SigmaRoc in 2025 as Finance Director for Western Europe. He has extensive experience in financial leadership, with a strong background in financial management, strategic planning, and operational efficiency. Before joining SigmaRoc, he spent several years at Holcim, where he held key finance roles supporting business growth and performance optimisation. He began his career in audit at Deloitte, gaining valuable expertise in financial reporting, risk management and compliance. Throughout his career, Matthias has successfully led finance teams, implemented process improvements and contributed towards strategic decision- making. He holds an MBA from Vlerick Business School and is dedicated to driving financial excellence across the Western European region. Matthias Maroil Western Europe FD Fels kiln in Kaltes Tal, Germany STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 53 The Central Europe region is led by Burkhard Naffin and geographically covers Germany, Czechia, Poland and the Baltics. The region has a strong focus on industry and environmental end- markets, which collectively represent 64% of its revenue. The region was established on 4 January 2024 when, via the CRH Lime Acquisitions, the Group acquired Fels and Vitosov. Key elements of the Central Europe region include: 1. Fels Germany Acquired as part of the CRH Lime Acquisitions, Fels Germany is a leading producer of limestone and lime products in Germany, supplying multiple markets. 2. Vitosov Acquired as part of the CRH Lime Acquisitions, Vitosov is a leading producer of limestone and lime products in Czechia, supplying multiple markets. 3. Nordkalk Poland Originally acquired as part of the Nordkalk acquisition, Nordkalk Poland is a leading limestone and high grade limestone powders producer in Poland. 4. Nordkalk Wapno (previously named Ovetill Investments) Acquired as part of the CRH Lime Acquisitions, Wapno is a leading producer of high grade limestone powders and lime products in Poland supplying multiple markets. 5. Baltic Aggregates Is a collection of quarries and secondary processing sites that service the Baltic markets as well as being engaged in the importation from the wider Group network of various products. Central Europe Key metrics for the Central Europe region during the year were as follows: STATUTORY RESULTS UNDERLYING RESULTS FINANCIAL METRICS 2024 2023 Change 2024 2023 Change REVENUE €476.2m €83.7m +468.9% €476.2m €83.7m +468.9% EBITDA €109.4m €25.4m +330.7% €131.6m €25.4m +418.1% EBITDA MARGIN 23.0% 30.3% -24.3% 27.6% 30.3% -8.9% OPERATIONAL METRICS 2024 2023 Change PEOPLE 1,307 282 +363.5% RESERVES AND RESOURCES (TONNES) 1,339.4m 232.5m +476.2% SITES 27 14 +92.9% Burkhard has a PhD in chemical engineering and more than 20 years of international management experience in various management positions within the lime industry. He was previously Vice President Sales at Lhoist Western Europe (DE, BE), Wülfrath and is currently Vice President of EuLA Board (European lime association) and second chairman of BVK (German lime association). Burkhard Naffin Central Europe MD REGIONAL HIGHLIGHTS The Central Europe region was created post the lime acquisitions that completed at the start of 2024. Performance in this region has been in line with the budget despite the difficult economic picture in Germany, in part driven by the acquisition of the Polish lime assets on 1 September 2024. The agriculture and civil engineering segments performed well, along with sales in a number of segments in Poland including construction, chemical, sugar and metals & mining. As expected, there was continued weakness in residential construction in Germany, although the steel sector, after slowdowns in 2023, showed an improved performance. The weakness in the power generation segment has continued due to strong winds increasing the use of wind power, combined with a gradual reduction in coal power generation. Recent political developments, specifically the potential for a €500 billion infrastructure fund in Germany, could contribute to a recovery in a number of markets within the Central Europe region. Petr Ston graduated from the Technical University, Faculty of Economics, of Ostrava in 2001 with a Degree in Engineering. Petr received his PhD in Metallurgy and Materials Engineering at the Technical University of Ostrava in 2010. Petr joined Vitosov as Sales Manager in 2002. Since 2016, he has been the MD of Vitosov. Petr Ston Czechia MD Christian has a degree in Business Administration and many years of management experience in the building materials industry across multiple disciplines, including finance, law, compliance, IT, purchasing and M&A. Christian was formerly CFO of Fermacell GmbH (2003-2017), Duisburg and Managing Director of Aestuver (1997-2003), Wolfach. Christian is a member of the Executive Board and Advisory Board of BVK (German lime association). Christian Schäfer Central Europe FD Gediminas Skvernys started as MD of Nordkalk’s Baltics platform and Baltic Aggregates in 2022. Prior to joining Nordkalk, he worked as CEO of Dolomitas, a company specialising in dolomite construction aggregates in Lithuania and granite importation from Scandinavia. Gediminas holds a business & commercial master’s degree from Kaunas University of Technology in Kaunas, Lithuania. Gediminas Skverny Baltics MD Piotr Maciak has been working for Nordkalk since 2009 in sales and business managerial positions. Before joining Nordkalk, he held several commercial managerial positions, mainly in industrial companies in Poland. In his current position, Piotr has full responsibility and accountability for operations in Poland as well as responsibility for the Baltics and Czechia going forward. He holds a master’s degree in Power Engineering from Warsaw Technological University in Warsaw, Poland. Piotr Maciak MD of Poland, Baltics and Czech SIGMAROC ANNUAL REPORT 2024 SIGMAROC 55 STRATEGY GOVERNANCE FINANCE The Nordics region is anchored by Nordkalk, a leader in limestone-based products and solutions in the Nordic region. Nordkalk stands at the forefront of delivering vital raw materials to a multitude of industries, with a strong emphasis on sustainable and environmentally friendly solutions. Its offerings play a pivotal role in enhancing air and water quality, as well as improving the productivity of agricultural land. Spanning over a century in operation, the region boasts 551 employees and encompasses 39 sites. Limestone, a cornerstone material for Nordkalk, is integral to a wide array of products and industries, including construction, agriculture, environmental protection, chemicals, metals & mining and pulp & paper. Constantly innovating, Nordkalk has expanded beyond its traditional market segments, exploring new applications and ventures. Nordkalk has introduced the product lines Next and Complete which include products meeting Nordkalk’s sustainability criteria regarding use of circular raw materials and use of fossil free fuels in production. The aim is to increase the sales volume of Next and Complete products, thus being a part of the path towards the company’s sustainability goal. REGIONAL HIGHLIGHTS Quicklime sales have been positive, especially in the mining segment, with pulp & paper also showing increased demand. This was countered by lower volumes in carbonates, mainly due to the construction sector. A number of operational improvements have been carried out, with a strong focus on reducing the CO2 footprint from our delivered products. Overall, there has been an improvement in performance and results due to a continuation of pricing initiatives in all segments, combined with good cost control. Nordics STATUTORY RESULTS UNDERLYING RESULTS FINANCIAL METRICS 2024 2023 Change 2024 2023 Change REVENUE €312.1m €296.6m +5.2% €312.1m €296.6m +5.2% EBITDA €55.3m €53.4m +3.6% €62.9m €56.4m +11.5% EBITDA MARGIN 17.7% 18.0% -1.6% 20.2% 19.0% +6.0% OPERATIONAL METRICS 2024 2023 Change PEOPLE 551 570 -3.3% RESERVES AND RESOURCES (TONNES) 539.7m 665.6m -18.9% SITES 39 36 +8.3% Key metrics for the Central Europe region during the year were as follows: Mikael has been working at Nordkalk in different managerial positions since 2009. Earlier this year, Mikael became Commercial Director for the Nordic Region. Up until then Mikael headed up the Nordkalk’s Quicklime platform. Prior to joining Nordkalk, Mikael held senior positions in Metso Paper. He holds a degree in Master of Science in Engineering, Process Technology from Åbo Akademi University in Turku, Finland. Jussi Puustinen joined Nordkalk as Industrial Director, and a member of Nordkalk's Management Team in 2024. Before joining Nordkalk, he spent over 23 years at Finnsementti Oy and CRH Finland Services Oyj. He has extensive experience from various operational managerial and directorial roles. From January 2025, Jussi Puustinen was appointed Operations Director, Nordics. He holds a Master of Science in Technology degree in Physical Chemistry from Lappeenranta University of Technology. Mikael Furu Nordics Commercial Director Jussi Puustinen Nordics Operations Director Marcel joined Nordkalk in January 1998 and has over 20 years of experience in various leadership positions. Marcel began as an ICT coordinator and has held the position of division controller, financial director, group controller, acting now as MD and FD. Marcel holds a master’s degree in Information Processing. Marcel Gestranius Nordics MD and FD of Nordkalk Nordkalk limestone quarry in Pargas, Finland Source: Trading Economics Source: Trading Economics STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 57 UK Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 1.4% 1% 0.9% 0.5% POLAND Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 3.2% 2.7% 3.2% 2.1% 1% BELGIUM Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 1.1% 1.2% 0.9% 0.8% 0.6% -0.3% FINLAND Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 1.2% 0.9% -1.6% -1.2% -1.2% SWEDEN Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 2.4% 0.9% 0.4% 0.1% -0.2% GERMANY Q4 2023 -0.2% Q1 2024 Q2 2024 Q3 2024 Q4 2024 -0.2% -0.3% -0.3% -0.1% UK Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 2.5% 2% 2.1% 3.5% 4.2% FINLAND Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 0.9% 0.8% 1.6% 2.8% 3.9% SWEDEN Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 1.3% 2% 3.4% 4.7% 5.6% POLAND Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 4.9% 4.7% 2.6% 3% 6.1% BELGIUM Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 3.2% 3.2% 3.5% 2.7% 0.8% GERMANY Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 2.3% 1.9% 2.3% 2.5% 3.6% Macro Conditions in the Market Over the next three pages, we give you a perspective on some of the macro conditions in the jurisdiction the Group operates in. In 2024, the indicators point to a challenging environment. Sluggish GDP growth in countries like Germany, the UK, and Finland suggests subdued industrial activity and construction demand. The shift in electricity generation away from coal toward renewables in countries such as Sweden and Belgium further dampens demand for lime in flue gas desulfurisation. Meanwhile, high interest rates from both the Bank of England and the European Central Bank have tightened financial conditions, slowing investment and infrastructure spending. Overall, 2024 has been marked by various challenges across the regions. GDP GROWTH RATE CPI INFLATION RATE (% YOY) (% YOY) (% YOY) Highlights Group at a Glance Investment Case Chairman’s Statement CEO’s Strategic Report 2024 Timeline of Key Events Key Developments About Us Regions Macro Conditions in the Market Key Measures and Statistics Chief Financial Officer’s Report Risk Systems Report Stakeholder Report ESG and Sustainability Report SECR Report SASB GRI Index TCFD Report ECB INTEREST RATE (BANK RATE) BOE INTEREST RATE (BANK RATE) Macro Conditions in the Market COAL (USD/T) 457.8 48.4 NATURAL GAS (USD/MMBTU) 9.724 1.589 BRENT CRUDE OIL (USD/BBL) 125.4 19.9 PER ELECTRICITY GENERATION BY SOURCE (KWH) Source: European Central Bank Source: Bank of England Source: Trading Economics Source: Trading Economics Source: Trading Economics Source: Our World in Data STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 59 Concrete blocks stocks at Ronez in Jersey, Channel Islands STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 61 Key Measures and Statistics FINANCIALS ratio pence UNDERLYING EBITDA MARGIN LEVERAGE RATIO UNDERLYING EPS x EBITDA REVENUE Highlights Group at a Glance Investment Case Chairman’s Statement CEO’s Strategic Report 2024 Timeline of Key Events Key Developments About Us Regions Macro Conditions in the Market Key Measures and Statistics Chief Financial Officer’s Report Risk Systems Report Stakeholder Report ESG and Sustainability Report SECR Report SASB GRI Index TCFD Report Key Measures and Statistics STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 63 Key Measures and Statistics ASSETS VOLUMES* 2.7 million tonnes thousand tonnes million tonnes AGGREGATES AND STONE HIGH GRADE MINERALS RESERVES & RESOURCES TOTAL ASSETS VALUE ADDED PRODUCTS *FY24 actuals 3.1 6.4 14.9 14.9 16.5 TANGIBLE ASSETS PEOPLE NUMBER OF SITES STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 65 I am very pleased to report strong financial results for the Group delivered in a challenging macro-economic climate. The Company successfully integrated multiple businesses acquired during the year, and we improved profitability, despite a challenging market environment with soft volumes in residential construction, automotive and steel markets. This achievement is due to the accretive nature of the acquired lime operations, preliminary delivery on the synergies combined with strict cost control to optimise operations. For the year ending 31 December 2024, the Group generated revenue of £997.6 million (2023: £580.3 million) and underlying EBITDA of £224.6 million (2023: £116.7 million). Underlying profit before taxation for the Group was £119.7 million (2023: £71.2 million). For the year ending 31 December 2024, from continuing operations, the Group generated revenue of £962.5 million (2023: £541.7 million) and underlying profit before taxation for operations of the Group was £117.6 million (2023: £65.8 million). The Board monitors the activities and performance of the Group on a regular basis and uses financial indicators based on budget versus actual to assess the performance of the Group. The indicators set out below will continue to be used by the Board to assess performance over the period to 31 December 2025.. 2024 £'000 2023 £'000 CASH AND CASH EQUIVALENTS (CONTINUING & DISCONTINUED OPERATIONS) 132,300 55,872 REVENUE (CONTINUING & DISCONTINUED OPERATIONS) 997,614 580,285 UNDERLYING EBITDA 224,662 116,688 CAPITAL EXPENDITURE 75,017 43,046 Cash generated from operations was £117.0 million (2023: £65.4 million) with a net increase in cash of £80.3 million (2023: £11.5 million) after spending £548.6 million on acquisitions net of cash acquired, £66.9 million in net capital expenditure and £344.3 million in loan amortisation repayments. Underlying EBITDA exceeded consensus expectations and management forecasts, while revenue and volumes were somewhat softer due to difficult residential construction markets and dynamic pricing effects of lower input costs. Capital expenditures relate to purchases of land and minerals, new plant and machinery and improvements to existing infrastructure across the Group. PPA Ernst & Young LLP undertook the PPA exercise required under IFRS 3 to allocate a fair value to the acquired assets of Bjorka Minerals, ST Investcija and the CRH Lime Acquisitions. The PPA process resulted in a reduction of goodwill recorded on the Statement of Financial Position of the Group for Bjorka Minerals from £10.6 million to £6.6 million, a reduction in ST Investcija from £3.6 million to £1.8 million and a reduction in the CRH Lime Acquisitions from £406.1 million to £296 million. The reduction was to transfer the value of goodwill to tangible assets for land and buildings, land and mineral reserves and plant and machinery. NON-UNDERLYING ITEMS The Company’s loss after taxation for 2024 amounts to £2.5m, of which £17 million relates to non-underlying items, while the Group’s non-underlying items totalled £69.5m for the year, of which £25.0 million, representing approximately 36%, are non-cash and non-tax deductible. These items relate to seven categories: 1. £16.8 million in advisor, consulting, legal fees, accounting fees, insurance and other direct costs relating to acquisitions including taxes, which primarily relate to the CRH Lime Acquisitions; 2. £9.5 million amortisation of acquired assets and adjustments to acquired assets; 3. £6.8 million in share-based payments relating to grants of options; 4. £25.0 million legal and restructuring expenses relating to the reorganisation and integration of recently acquired subsidiaries, including costs associated with discontinuing sites and operations, transitional salary costs, redundancies, severance and recruitment fees, and costs associated with financial reporting and system migrations; 5. £5.9 million on amortisation of finance costs, of which £2.9 million arising from terminating the previous debt facility from 2021 and £3.0 million from the new syndicated 5-year debt facilities established in November 2023; 6. £3.0 million on unwinding of discounts on deferred consideration payments for Harries and CRH Deal 1; and 7. £2.5 million in other exceptional costs which primarily relate to non-cash balance sheet adjustments. Jan van Beek Chief Financial Officer Nordkalk laboratory, Finland "I am very pleased to report strong financial results for the Group delivered in a challenging macro-economic climate." Highlights Group at a Glance Investment Case Chairman’s Statement CEO’s Strategic Report 2024 Timeline of Key Events Key Developments About Us Regions Macro Conditions in the Market Key Measures and Statistics Chief Financial Officer’s Report Risk Systems Report Stakeholder Report ESG and Sustainability Report SECR Report SASB GRI Index TCFD Report Chief Financial Officer’s Report STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 67 Chief Financial Officer’s Report INTEREST AND TAX Net finance costs in the year totalled £52.8 million (2023: £15.8 million) including associated interest on bank finance facilities, as well as interest on finance leases which totalled £1.8 million, this included IFRS 16 adjustments and hire purchase agreements. A tax charge of £21.0 million (2023: £11.6 million) was recognised in the year, resulting in a tax charge on profitability generated from mineral extraction in the Channel Islands and profits generated through the Group’s UK, Irish, Belgium, German, Czechia, Polish and Nordic based operations. EARNINGS PER SHARE Basic EPS for the year was 2.10 pence (2023: 1.95 pence) and underlying basic EPS (adjusted for the non-underlying items mentioned above) for the year totalled 8.35 pence (2023: 8.12 pence). Basic EPS for the continuing operations for the year was 2.04 pence (2023: 1.41 pence) and underlying basic EPS (adjusted for the non-underlying items mentioned above) for the year totalled 8.21 pence (2023: 7.46 pence). STATEMENT OF FINANCIAL POSITION Net assets on 31 December 2024 were £753.7 million (2023: £514.9 million). Net assets are underpinned by mineral resources, land and buildings and plant and machinery assets of the Group. CASH FLOW Cash generated by operations was £117.0 million (2023: £65.4 million). The Group spent £548.6 million on acquisitions net of cash acquired, £75.0 million on capital projects including acquisition of intangibles, raised £195.7 million net of fees from the issue of equity, generated £38.5 million through the disposal of non-core property, plant & equipment, and repaid net borrowings of £344.3 million. The net result was a cash inflow for the year of £80.3 million. NET DEBT Net debt at 31 December 2024 was £509.5 million (2023: £182.4 million). BANK FACILITIES On 22 November 2023 the Company entered a new syndicated senior credit facility of up to €750 million (the ‘New Debt Facilities’) led by Santander UK and BNPP, with the syndicate including several major UK and European banks and a further €125 million bridge loan (‘Bridge Loan’). The New Debt Facilities were partially drawn on 4 January 2024 in connection with the CRH Lime Acquisitions, specifically CRH Deal 1, and the legacy debt facility was repaid as part of this process. The New Debt Facilities comprise a €600 million committed term facility, €150 million revolving credit facility and a further €100 million uncommitted accordion. The Group’s New Debt Facilities have a maturity date of 21 November 2028 and are subject to a variable interest rate based on EURIBOR plus a margin depending on underlying EBITDA. The Group’s New Debt Facilities are subject to covenants which are tested monthly and certified quarterly. These covenants are: - Group interest cover ratio set at a minimum of 3.5 times EBITDA while the Bridge Loan remains outstanding and then 4.0 times thereafter; and - A maximum adjusted leverage ratio, which is the ratio of total net debt, including further borrowings such as deferred consideration, to adjusted EBITDA, of 3.95x in 2024. The Bridge Loan has a maturity date of 21 June 2025, with an option for another 6-month extension which, if exercised, would push maturity to 21 November 2025. The Bridge Loan is subject to a variable interest rate based on EURIBOR plus a margin as follows: - 2% for months 0 – 6; - 3% for months 7 – 12; - 4% for months 13 – 18 (assuming exercise of the first extension option); and - 5% for months 19 – 24 (assuming exercise of the second extension option). On 20 February 2025, the Company amended and restated its existing Bridge Loan with a new 5-year term facility up to €125 million through a US Private Placement process. The new debt facility has a security profile that mirrors the existing syndicated senior credit facility and a bullet at maturity in February 2030. The interest coupon is based on the 5-year EURIBOR bond yield plus a margin which is fixed at 4.93% for the duration of the term. As of 31 December 2024, the Group comfortably complied with its bank facility covenants under the terms of the debt facility agreement and total undrawn facilities available to the Group under the legacy debt facility amounted to £95 million. CAPITAL ALLOCATION We prioritise the maintenance of a strong balance sheet and deploy our capital responsibly, allowing us to commit significant organic investment to our business whilst continuing to pursue acquisitions to accelerate our strategic development. This conservative approach to financial management will enable us to continue pursuing capital growth for our shareholders, with de-gearing a primary focus, along with returning cash to our shareholders via share buy- backs or dividends as this becomes appropriate. DIVIDENDS Subject to availability of distributable reserves, dividends will be paid to shareholders when the Directors believe it is appropriate and prudent to do so. The Group has achieved significant capital growth since its inception and the Directors expect to commence dividend payments once the Group’s Covenant Leverage, which is currently above 2 times, is below 1.5 times. The Directors therefore do not recommend the payment of a dividend for the year (31 December 2023: nil). SHARE BUY-BACKS The Company has in place permission to buy back its own shares into treasury. Subject to the Directors’ views on the valuation of the business, and within the remit of our conservative overall capital allocation policy, the Company could seek to use share buy-backs to maximise shareholder value. POST BALANCE SHEET EVENTS Post 2024 close we have conducted a series of activities worthy of mention in this Annual Report. Further information is set out in Note 38. This report was approved by the Board on 14 March 2025 and signed on its behalf. Jan van Beek Chief Financial Officer Nastasha Bracko Group Financial Controller Dean Masefield Group Treasurer CDH bluestone quarry in Soignies, Belgium SIGMAROC ANNUAL REPORT 2024 STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 69 At a high level the Group’s risk appetite is reviewed annually by the Board which defines and approves the level, of risk the Group is willing to accept in pursuit of its strategy, thereby guiding management. The Company’s on-going identification and assessment of risks including ESG and climate-related risks allows both the Board and management to consult and adapt to ensure efficient and effective mitigation with the Board having overall responsibility. The Board of Directors, executive committee and senior management teams continually identify and assess risks and opportunities. This ensures each platform can focus on what is important to their jurisdictions as well as ensuring the Group is focusing on overall risks. Risks are reported and discussed at the executive committee with the Chief Financial Officer having overall responsibility at an executive level. Where high areas of risk are identified, specific committees are set up to monitor and control the risk. The Chief Financial Officer ensures coordination with key subject matter experts including Investor Relations, Legal, Safety, Carbon & Energy, Environment and Systems. Risks are then discussed at the Board level who have overall responsibility with the Audit Committee taking the lead with a close working relationship with the Chief Financial Officer. Risks identified are assessed based on aspects such as consequence, impact, likelihood, inter dependencies and associated timeframes (short-, medium-, and long-term time horizons) as well as their drivers such as Political, Operational, Economic and Technical. When assessing the potential size and scope of risks and opportunities, input from industry governing bodies (which are in regular contact with government and associated agencies) as well as inputs from our large shareholders and other stakeholders are used in addition to our usual assessment and prioritisation techniques. These include analysis of probability and impact, risk frequency and risk urgency. Where necessary these are then modelled with scenario and sensitivity parameters to help assess both size and scope. BOARD The Board has overall responsibility for risk management and internal control and for reviewing effectiveness, with specific oversight of Code of Conduct, ESG risks and climate- related matters. These have a dedicated agenda item at Board meetings with the Board meeting at least four times per year with a new ESG committee being formed to give it more focus. The Executive Board members also ensure these topics have a dedicated agenda item at the monthly management meetings. The Executive members are charged with overall delivery whilst the Non-Executives challenge and give oversight and governance. AUDIT COMMITTEE The Audit Committee ensures independent oversight of the Board which considers risks and opportunities when setting and reviewing strategy, major plans of action, policies, annual budgets and business plans. It further considers matters when setting performance objectives, monitoring Group performance and reviewing and approving major projects, capital expenditures and acquisitions. ESG COMMITTEE The new ESG Committee ensures oversight of ESG risks and opportunities when setting and reviewing strategy, major plans of action, policies, annual budgets and business plans. It further considers matters when setting performance objectives, monitoring Group performance, and reviewing and approving major projects, capital expenditures and acquisitions. RISK REPRESENTATIVE To ensure the Board can monitor and oversee progress against goals and targets, the Chief Financial Officer is responsible for risk at a Group level. The Chief Financial Officer works with each operational region and functional groups with regards to ongoing identification of risks, opportunities and potential impacts on the business as well as reviewing performance metrics and targets and ensuring overall continual improvement. The Chief Financial Officer then liaises with the Board and the relevant committees so that the Board is continually updated with regards to climate-related risks and opportunities as well as overall ESG matters. SENIOR MANAGEMENT TEAM The Group is set up as discrete operational platforms with each platform having its own management team. As such each platform Managing Director is responsible for assessing and managing risks and opportunities for their respective platform. Managing Directors and the Company’s executive management team meet monthly to ensure that Group objectives are met as well as ensuring local risks and opportunities are recognised and managed. Underground limestone crushing at Nordkalk, Finland Highlights Group at a Glance Investment Case Chairman’s Statement CEO’s Strategic Report 2024 Timeline of Key Events Key Developments About Us Regions Macro Conditions in the Market Key Measures and Statistics Chief Financial Officer’s Report Risk Systems Report Stakeholder Report ESG and Sustainability Report SECR Report SASB GRI Index TCFD Report Risk SIGMAROC ANNUAL REPORT 2024 STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 71 RISK Description Mitigation COMPETITION AND MARGINS Increase in costs or prices; reliance on key suppliers and key customers, including national merchants, could impact supply and profitability. A number of existing competitors compete on range, price, quality and service. Potential new low-cost competitors may be attracted into the market through increased demand. Operate a strategic purchasing plan to minimise key supplier risks, notably in cement and bitumen. Seek to offset rising commodity prices through our product pricing strategy and hedging programmes. Maintain a diverse customer and project base which focuses on quality, service, reliability and continuing focus on new product development. Operate a decentralised model matching focus of independents and new entrants. ECONOMIC AND POLITICAL The Group is dependent on the level of activity in its end-markets. Accordingly, it is susceptible to economic downturn, the impact of Government policy, interest rates and any political and economic uncertainty, such as COVID-19 events. Difficult economic conditions could also increase our exposure to credit risk from our customers. The Group has a strong focus on operational gearing, allowing it to be flexible during economically disruptive events. The Group has a diverse product portfolio across multiple end-markets and jurisdictions. The Group’s relationship with suppliers and customers allows for management of risk including credit risk and where necessary credit risk insurance is sourced. ENERGY AND POWER Though captured under Raw Materials sourcing and internal resources, given the current climate, this has been separated out. The Group is susceptible to significant increases in the price of energy and power, utilities, fuel oil, associated haulage costs and decreases in availability. Risks exist around our ability to pass on increased costs through price increases to our customers. Energy and Power plans developed at all sites to ensure optimal energy and power use. The Group focuses on its multiple supplier and customer relationships, contracts and the use of hedging instruments. Ensure businesses have ability to manage stock and inventory to minimise disruption from energy and power. ENVIRONMENT AND CLIMATE CHANGE Operational impact on the environment or the effects of climate change could expose the Group to physical risks leading to disruptions, regulatory breaches, reputational risks, or a reduction in demand for our products. Committed to reducing level of carbon emissions, reuse and recycling schemes and implementation of sustainability initiatives. Under SECR the Group has committed to monitoring all its operations, not just in the UK, through an independent external organisation. Management, training and control systems are in place to prevent environmental incidents. Promotion of EMS and ISO14001 accreditation and approximately 76% of our businesses are accredited1. FINANCE, LIQUIDITY AND CURRENCY Foreign exchange risk: As the Group transacts in currencies other than Sterling, exchange rate fluctuations may adversely impact the Group’s results. Credit risk: Through its customers, the Group is exposed to a counterparty risk that accounts receivable will not be settled leading to a financial loss to the Group. Liquidity risk: Insufficient funds could result in the Group being unable to fund its operations or to continue to invest organically or to undertake acquisitions. Interest rate risk: Movements in interest rates could adversely impact the Group and result in higher financing payments to service debt. Foreign exchange risk: The Group undertakes limited foreign exchange transactions as it sells domestically or in domestic currency with largely local input costs. Some M&A, OpEx and CapEx requires foreign exchange purchases and management considers foreign exchange hedging strategies where significant exposures may arise. Credit risk: Customer credit risk is managed by each subsidiary. The Group principally manages credit risk through management of customer credit limits. The credit limits are set for each customer based on the creditworthiness of the customer and the anticipated levels of business activity. These limits are initially determined when the customer account is first set up and are regularly monitored thereafter. Liquidity risk: Ensure sufficient funding and facilities in place to meet any foreseeable peak in borrowing requirements and liabilities by maintaining strong relationships with our banks and shareholders. Internally, we continuously monitor forecasts and cash flows to ensure that we maintain significant headroom and have self-imposed 2 times leverage, which is only exceeded temporarily and worked down as quickly as possible. Interest rate risk: The Group finances its operations through a mixture of retained profits and bank borrowings, based on floating and fixed rates. Interest rate fixing is reviewed on a regular basis to identify potential savings through interest rate swaps or hedges. RISK Description Mitigation HEALTH AND SAFETY Failure to manage health and safety risks could cause harm to our employees or those around us and expose the Group to significant potential disruption, regulatory breaches, liabilities and reputational damage. We safeguard the health and safety of employees, contractors and others working on behalf of the Group with experienced health and safety professionals who provide relevant training and help develop a strong culture alongside the management teams; all of which is overseen and audited by our Group HSEQ director with the support of consultants where necessary. We are constantly improving communication and reporting across the Group through simple and effective systems and processes such as our HS Engagement and Monitoring software, Visible Felt Leadership, HS Committees, back to work and pitstops. IT AND CYBER Disruption to the IT environment could affect our operational performance and lead to reputational damage, regulatory penalties or significant financial loss. Failure to keep up to date with advances in technology could impact demand and our ability to access the market. IT support teams and service providers continue to monitor and respond to new and expanding cyber risks by implementing best practice in IT security management, back-up systems and risk management software courtesy of our cyber insurance providers. Outdated software and hardware are updated, and cloud solutions embraced, to minimise negative impacts and allow continual operations. LEGAL AND REGULATORY Exposure to developments that lead to political, legal and regulatory changes requiring significant changes to Group operations which could impact the Group’s financial results, together with any associated negative reputational damage. Inadvertent failure to comply with elements of a significantly increased governance, legislative and regulatory business environment. A legal or regulatory breach could result in disruption to operations, financial consequence and reputational damage. Group General Counsel and engagement of external specialists to monitor legislative changes and conduct ongoing training. Hold appropriate business accreditations and insurances and ensure there are compliance procedures, policies, ISO standards and independent audit processes which seek to ensure that regulatory and compliance procedures are fully complied with. M&A Overpay; fail to integrate; fail to deliver the expected returns from an acquisition. Failure to identify potential acquisitions to sustain our growth strategy or not be an acquirer of choice. Strong acquisition track record supported by our specialist advisers and rigorous due diligence processes. All acquisitions are approved by the Board and all acquisitions are subject to detailed due diligence processes which are executed by project teams, with progress monitored by the Board. We have developed a management structure which facilitates our growth strategy and, where appropriate, we make arrangements to retain acquired senior management and minimise negative change upon acquiring businesses. The Board uses its networks and reputation to review wider acquisition opportunities and our businesses are all tasked with bringing forward potential acquisition targets for review at Group level. OPERATIONAL DISRUPTION AND KEY EQUIPMENT FAILURE A material disruption at one of the Group’s operational sites or at one of the Group’s suppliers’ facilities, could prevent the Group from meeting customer demand. The Group has the ability to transfer some of its production across its network of plants and is able to engage subcontractors to reduce the impact of certain production disruptions. In relation to supplier disruption or failure, further third-party suppliers have been identified who can maintain service in the event of a disruption. The Group’s wide geographical spread mitigates this risk to some extent and allows it to manage its production facilities to mitigate the impact of such disruption. QUALITY The nature of the Group’s business may expose it to warranty claims and to claims for product liability, construction defects, project delay, property damage, personal injury and other damages. Any damage to the Group’s brands, including through actual or alleged issues with its products, could harm our business, reputation and the Group’s financial results. The Group operates comprehensive quality control procedures across its sites with both internal and external audit reviews of product quality completed to ensure conformance with internationally recognised standards. All accredited staff undergo rigorous training programmes on quality and the technical teams carry out regular testing of all of our products to provide full technical data on our product range. Risk 1 Based on Group Revenue, not number of businesses STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 73 Risk RISK Description Mitigation RAW MATERIALS SOURCING AND INTERNAL RESOURCES The Group is susceptible to significant increases in the price of raw materials, utilities, fuel oil and haulage costs and decreases in availability. Risks exist around our ability to pass on increased costs through price increases to our customers. Resource expansion plans developed at all sites to ensure timely access to future materials. The Group focuses on its multiple supplier relationships, flexible contracts and the use of hedging instruments. Ensure businesses are self-sufficient with ability to increase resources through subcontractors during peak demands RECRUITMENT AND RETENTION Failure to recruit, develop and retain the right people. Failing to create a corporate culture that is based upon ethical values and behaviours. The Board, Nominations Committee and senior management teams conduct reviews and plan succession for key roles. The Board and the Remuneration Committee review all key aspects of remuneration to ensure appropriate packages are in place to assist in the attraction and retention of key employees. Each business has a grading and employee benefit structure with review of incentive plans underway to give help and support long term employee commitment. A focus on identifying internal talent and recruitment of upcoming talent is under review to ensure succession planning and maintain a dynamic talent pool which is supported with development plans. TECHNOLOGY AND NEW BUSINESS MODELS Reduction in demand for traditional products. Risk of new competitors and new substitute products appearing. Failure to react to market developments, including digital and technological advances. Digital and product development groups that work locally and across the business reviewing both our industry and external offerings and opportunities. Nordkalk control room at Pargas site, Finland STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 75 I am excited to report that the Group has wrapped up an exceptional year with no major IT disruptions. We've successfully rolled out new ERP systems across the Nordics and the United Kingdom, marking a significant step forward in our commitment to operational excellence and innovation. Despite the challenging economic landscape, we have effectively managed a robust portfolio of projects, including the successful completion of a major transaction, ensuring we continue to lead in digital and system advancements. A standout achievement this year has been the smooth and efficient integration of newly acquired companies from an IT standpoint. We’ve fully onboarded these companies into our infrastructure, fostering greater alignment and operational synergy across the Group. As we move forward, our focus remains firmly on driving innovation within the Group’s operations and processes, while upholding the highest standards in cyber security and risk management. We're excited for what the future holds as we continue to evolve and stay ahead of the curve in a rapidly changing digital landscape. CYBER RISK MANAGEMENT At SigmaRoc, the security of our IT systems is a top priority, as any breaches could lead to major disruptions in our operations. Inadequate management of cyber risks could have severe consequences, including financial setbacks, jeopardised employee safety, exposure of sensitive information, and damage to our brand and reputation. Additionally, we would face significant legal liabilities. To mitigate these risks, we have created new partnerships with IT service providers to leverage their advanced Security Operations Center (SOC) services. Through these SOC services, we benefit from 24/7 monitoring, real-time threat detection, and rapid response capabilities, ensuring that potential security incidents are identified and addressed before they can escalate. This collaboration strengthens our ability to proactively manage cyber risks, safeguard our infrastructure, and maintain the highest levels of protection for our critical systems and data. By incorporating these SOC services, we reinforce our commitment to robust cybersecurity and to protecting the interests of our employees, clients and stakeholders. IMPACT ON THE GROUP FROM THE NEW IT PROVIDER The integration of our various business functions onto a single, unified IT platform has provided significant benefits that extend across multiple dimensions of SigmaRoc’s operations. By consolidating our systems, we have streamlined processes, improved data accessibility, and enhanced cross-departmental collaboration. This centralisation allows for more efficient decision-making, as real-time data from across the Group can now be accessed by stakeholders at all levels, leading to faster responses and a more agile approach to business operations. Operational efficiency has been notably improved, as the unified platform eliminates redundancies and simplifies workflows. From industrial production to risk management and transaction processing, we now have a holistic view of our operations, enabling us to identify areas for optimisation and reduce operational bottlenecks. The integration also enhances our ability to implement consistent standards across the business, ensuring that best practices are applied uniformly, regardless of location or business unit. Additionally, the centralised platform strengthens our ability to scale, supporting the growth of new business ventures and acquisitions. As we continue to expand, integrating new companies onto the same platform ensures seamless transitions and faster onboarding, maintaining operational continuity and minimising disruption during periods of growth. From a cybersecurity standpoint, the integration of systems also brings an advantage. By managing all our IT infrastructure under one unified platform, we can implement more robust, cohesive security protocols across the entire organisation, improving our ability to monitor, detect and respond to potential threats in real time. This centralised approach enables a more proactive defence posture, reducing the risk of vulnerabilities that might arise from isolated, disparate systems. Ultimately, the benefits of our integrated IT platform are clear— it not only enhances operational efficiency and decision-making but also supports scalability, strengthens security and fosters a culture of collaboration across the Group. This unified approach positions SigmaRoc to stay ahead of evolving business demands and emerging cyber threats. OUR CURRENT DEVELOPMENTS AND NEW ERP ROLL OUTS The decision to implement a single ERP system across the entire SigmaRoc Group’s lime operations has brought a host of valuable benefits that significantly enhance our operations, streamline processes, and bolster our overall efficiency. One of the most prominent advantages is the unparalleled level of visibility it provides into every aspect of our business. With one unified system in place, we now have real-time access to data across all departments and locations, allowing for deeper insights into operations, financials, production and more. This comprehensive view enables faster, more informed decision- making, empowering us to respond promptly to emerging opportunities or challenges. The integration of all business units into a single ERP platform also promotes consistency and standardisation across the Group. By eliminating siloed systems and aligning our processes, we ensure that the same data is used across the organisation, leading to more accurate reporting Fons Vermorken Group ExCo Member – Innovate, and Head of Systems Co-founder Highlights Group at a Glance Investment Case Chairman’s Statement CEO’s Strategic Report 2024 Timeline of Key Events Key Developments About Us Regions Macro Conditions in the Market Key Measures and Statistics Chief Financial Officer’s Report Risk Systems Report Stakeholder Report ESG and Sustainability Report SECR Report SASB GRI Index TCFD Report Systems Report STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 77 Systems Report and fewer discrepancies. This standardisation not only improves the quality of our data but also helps to streamline compliance efforts, as we can more easily track and report on industry regulations and internal policies. Operational efficiency has seen a significant boost thanks to the centralised ERP system. With automation and process integration, routine tasks such as inventory management, procurement and financial reporting are now streamlined, reducing manual effort and minimising the risk of human error. This allows our teams to focus on more strategic tasks, driving productivity and freeing up resources for growth initiatives. From a cybersecurity perspective, the adoption of a single ERP system has further strengthened our defence mechanisms. With all business processes integrated into one platform, we can enforce consistent security protocols and monitor the entire IT environment from a central point. This centralised approach makes it easier to detect vulnerabilities, respond to threats in real time, and ensure that our security measures are uniformly applied across the Group. Additionally, the ERP system’s enhanced visibility means that any irregularities or potential risks can be identified more quickly, reducing response times and mitigating potential damage. On the scalability front, the unified ERP platform enables us to expand seamlessly. Whether integrating new business acquisitions or entering new markets, the flexibility of the system allows us easily to onboard new units, ensuring operational continuity and consistency across the organisation. This also supports our long-term growth strategy, enabling us to scale quickly and efficiently without disrupting existing operations. In summary, the single ERP system across SigmaRoc provides greater operational visibility, enhanced efficiency, improved data accuracy and robust cybersecurity capabilities. It serves as the backbone of our business operations, supporting everything from decision-making to risk management, and positions the Group for sustained success as we continue to evolve in a rapidly changing business landscape. HOW WE MITIGATE RISK SigmaRoc is deeply committed to safeguarding its IT infrastructure, understanding that a proactive approach to cybersecurity is critical to mitigating risks and ensuring the continuity of operations. As part of our efforts, we focus on continuously educating and raising awareness among our employees about emerging cyber threats. Monthly cybersecurity training sessions are conducted to keep staff up to date on the latest security risks, including ransomware, phishing and other advanced tactics used by cybercriminals. To address cyber risks effectively, SigmaRoc has adopted a layered, multi-faceted cybersecurity approach that spans the entirety of the Group’s IT infrastructure. This approach ensures we have multiple lines of defence in place, safeguarding our systems from various attack vectors. In addition to employing a decentralised platform structure, we have strategically organised our IT environment to enhance security and resilience. Central to this strategy is the use of redundancy across key systems and processes, which helps maintain operational continuity in the event of an incident. Redundancy is particularly important for maintaining uptime and data availability. By establishing duplicate systems, backup servers and failover protocols, we ensure that if one component fails or is compromised, our business operations can continue seamlessly. This redundancy is critical in minimising downtime and limiting the impact of cyberattacks or hardware failures. For cybersecurity, SigmaRoc employs a comprehensive and multi-layered defence strategy. Our systems are protected by several layers of security tools, such as firewalls, intrusion detection/prevention systems (IDS/IPS) and antivirus software. Additionally, we implement encryption across data transmissions and storage to safeguard sensitive information. We conduct regular, independent penetration testing to identify vulnerabilities and ensure that our systems are robust enough to withstand cyber threats. Furthermore, our data backup strategy is designed to be both comprehensive and secure. We maintain off-network data backups to ensure that, even in the event of a cyberattack, such as a ransomware attack, we can restore our critical data without paying a ransom. Our backup restoration process is regularly tested to validate the integrity and security of the restored data, ensuring quick recovery from any disruption. Privileged access management is also a core component of our cybersecurity strategy. By controlling and restricting access to critical systems, we limit the potential impact of any compromise. We enforce strict access controls and ensure that system software and applications are always up to date. Our regional platforms help to enforce patch compliance, minimising the risk of vulnerabilities being exploited. Email security is reinforced through multiple layers, including anti-spam filters, encryption and segregated email servers that operate on different domains. This approach mitigates the risk of phishing and malware attacks. Additionally, all Company devices, including computers and servers, are hardened against potential malware and other malicious threats. When it comes to secure communications and corporate applications, we utilise multi-factor authentication (MFA) and virtual private networks (VPNs) to ensure secure access, especially for remote workers. This approach helps protect against unauthorised access and ensures that sensitive data remains secure, whether accessed from within the office or from external locations. While SigmaRoc does not follow a one-size-fits-all global IT security approach, we apply consistent security standards across all of our platforms, ensuring that all areas of the organisation adhere to best practices. This consistency, combined with proactive monitoring and regular third- party penetration tests, enables us to identify and address vulnerabilities before they can be exploited. In terms of disaster recovery, we have designed a robust recovery strategy that includes regular testing of our data backups, system redundancy and failover processes. In the event of a cyberattack or natural disaster, our disaster recovery protocols ensure that we can quickly restore critical systems and data with minimal disruption to our operations. In summary, SigmaRoc’s cybersecurity strategy is built around layers of protection, redundancy, continuous monitoring and a strong disaster recovery framework. These measures, alongside regular training and testing, ensure that we are well-equipped to prevent, detect and respond to any cyber threats, protecting our business, data and reputation from potential harm. FUTURE PLANS Looking ahead, SigmaRoc is committed further to strengthening its cybersecurity and IT resilience to stay ahead of evolving threats and ensure the continued success of our business operations. Building on the solid foundation of our integrated ERP system, redundant infrastructure and multi-layered cybersecurity strategy, we have identified several key initiatives to enhance our capabilities in the future. One of the core areas of focus is the continued integration and optimisation of our IT systems. As the Group grows, our unified ERP platform will play an increasingly central role in driving operational efficiency and enabling real-time decision- making. We plan to expand its functionality to provide even deeper visibility across all areas of the business, offering advanced analytics and AI-driven insights that will help us identify emerging risks and opportunities more effectively. We will also invest in further enhancing our cybersecurity defences by incorporating next-generation security tools and technologies. This includes expanding our use of artificial intelligence (AI) and machine learning (ML) to enhance threat detection and response. By implementing advanced threat intelligence systems, we will be able to identify and neutralise potential cyber threats even before they materialise, providing an additional layer of protection. As part of our ongoing commitment to cybersecurity, we plan continuously to strengthen our employee education programs. While monthly training sessions have proven effective, we will introduce more personalised and immersive learning experiences, such as simulated phishing attacks and hands-on cybersecurity exercises. These initiatives will help foster a culture of vigilance and ensure that all employees are equipped with the skills to recognise and respond to emerging cyber threats. In parallel, we will further enhance our disaster recovery and business continuity planning. The growing complexity of cyber threats, such as ransomware and advanced persistent threats (APTs), necessitates that we regularly update and test our recovery strategies. We will focus on improving the speed and effectiveness of our recovery processes, ensuring that critical systems and data can be restored with minimal downtime in the event of an attack or system failure. To further bolster our resilience, we will continue to work closely with leading third-party cybersecurity providers. These partnerships will enable us to access cutting-edge security technologies, conduct regular penetration testing and gain valuable insights into the latest threat trends. Collaborating with external experts will help us stay at the forefront of the rapidly evolving cybersecurity landscape. Lastly, we will prioritise enhancing the security of our extended supply chain. As our reliance on external partners grows, we will implement more robust monitoring and risk management protocols to ensure that our entire supply chain remains secure. This will include further collaboration with our suppliers to ensure they adhere to the same stringent cybersecurity standards that we uphold internally. Through these initiatives, SigmaRoc is committed not only to safeguarding its digital infrastructure but also fostering a resilient, proactive and future-ready IT environment. By staying ahead of cybersecurity threats, embracing new technologies and investing in our people and processes, we will continue to drive innovation, operational excellence and long-term success. AI IMPLEMENTATION Over the past year, we have focused on integrating AI-driven technologies to enhance operational efficiency and reduce waste. By leveraging automation and predictive systems, we have improved resource management and streamlined kiln processes. These efforts reflect our ongoing commitment to innovation and sustainable practices. Looking ahead, we plan to expand the application of AI across more areas of our operations, including advancements in resource analysis and environmental management. By continuing to explore AI-driven solutions, we aim to improve efficiency while reducing our environmental footprint. Our commitment to technological advancements ensures that we remain at the forefront of responsible and intelligent resource extraction. Fons Vermorken Group ExCo Member – Innovate, and Head of Systems Co-founder 14 March 2025 STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 79 We understand and respond to the needs of our stakeholders. The Board is committed to and actively encourages effective relationships and communication with the Group’s stakeholders. This will realise a greater understanding of each stakeholder’s needs. The Board believes that by taking into account these needs and interests, the value for the Group and the long-term success of the Company will be maximised. COLLEAGUES We recognise our dedicated workforce as a key driver of the value derived from the business. Our colleagues are offered development opportunities further to fulfil their potential. All colleagues are offered a fair benefits and compensation package relative to their role and level in the organisation. CUSTOMERS AND SUPPLIERS We work alongside our customers by striving to deliver the best customer service and seek innovative solutions to support many of the major projects on which we operate. We pride ourselves on going the extra mile and recognise customer loyalty as a key part of our long-term success. The Group also recognises the huge role its suppliers play in its long-term success. We endeavour to maximise value from our suppliers and work with them to support the delivery of our customers’ needs. REGULATORS/ LOCAL GOVERNMENT/ INDUSTRY ASSOCIATIONS Developing and sustaining good relationships with the many regulators who govern our business is central to the success of our business and maintaining our license to operate. We are committed to adherence to our legal and regulatory requirements. We actively support our industry representatives in pursuing the best regulatory regime for our business. INVESTORS AND LENDERS Our investors and lenders play an important role in the continued success of our business. We maintain purposeful and close relationships with them, and our sustainable long-term growth strategy provides value for our investors and lenders. COMMUNITIES We are at the heart of the communities in which we operate so recognise our responsibility to be good, supportive and engaged neighbours. Our businesses have active liaison programmes with the communities in which they operate, and they seek to take into account their interests and concerns in their operational activities. STAKEHOLDER ENGAGEMENT We are making a material difference through the impact we have with everyone who lives, works, travels and socialises in communities throughout the UK, Channel Islands and Europe. The Board believes that it has acted in a way which is likely to promote the success of the Company for the benefit of its members and other stakeholders through the decisions it has taken in the year to 31 December 2024. The Board is responsible for establishing the Group’s long- term strategy and objectives; however, it recognises that the executive and senior managers of our businesses play an important role in achieving these goals. The Board has an effective delegation structure in place which allows local management and their workforces to engage effectively and react accordingly, to understand the needs of their suppliers, customers, communities and regulators at a local level. The Board is of the opinion that engaging the majority of its stakeholders on a local level is the most effective process for the long-term success of the Group. Limestone testing at Nordkalk, Finland Tom qualified as a chartered accountant with Arthur Anderson in 1998 and has over 20 years’ experience supporting ambitious growing businesses. He worked in corporate finance at Dresdner Kleinwort Benson and Bear Stearns before moving into broking, where for six years he was a Board member and head of equity capital markets at finnCap. In 2015, he joined BGF to set up their quoted investment team. Tom joined Sigmaroc in 2023. Tom Jenkins Head of Investor Relations Highlights Group at a Glance Investment Case Chairman’s Statement CEO’s Strategic Report 2024 Timeline of Key Events Key Developments About Us Regions Macro Conditions in the Market Key Measures and Statistics Chief Financial Officer’s Report Risk Systems Report Stakeholder Report ESG and Sustainability Report SECR Report SASB GRI Index TCFD Report Stakeholder Report STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 81 HIGHLIGHTS OF STAKEHOLDER ENGAGEMENT IN 2024 The Board, together with members of the Executive Committee and other senior and local managers, continued to engage proactively with all our stakeholders. The following are just some examples of those engagements in 2024. COLLEAGUES Focus on integration of new colleagues into the wider Group through creation of best practice work groups including operational, technical and commercial streams as well as continued development of learning and development and succession planning across the Group. We continue our emphasis on health & safety training. Colleagues Customers & Suppliers Regulators / Local government / Industry associations Investors & Lenders Communities THEIR MATERIAL ISSUES - Physical working conditions; - Pay and benefits; - Communication; - Opportunities for development and training; - Health, safety and wellbeing; and - Sustainability. - Cost; - Product development; - Service levels; - Sustainability commitments; - Product quality; and - Payment practices. - Climate change; - Emissions and discharges; - Site restoration and aftercare; - Health and safety; - Logistics practices; and - Planning compliance. - Governance; - Profitability and return on investment; - • Sustainability commitments; - Environment; and - Strategy. - Noise; - Transportation routes; - Health and safety; - Environment; - Communication; and - Support for local causes. METHODS OF ENGAGEMENT - Colleague engagement surveys; - Colleague focus groups; - Intranet, post, emails, newsletters, notices and presentations; - Colleague groups and social committees; - DNED for Workforce engagement; and - Personal development reviews. - Direct engagement; - Contracts and terms of business; - Third-party engagement; - Website; - Industry associations; - Tender quotations; - 360 feedback. - Mandatory returns and applications; - Regulator visits and meetings; - Notices; - Liaison with local MPs and government offices; and - Participation in industry associations. - Capital markets events; - Site visits and field trips; - One-to-one meetings; - Telephone calls; - Investor conferences; - Brokers’ contacts; and - AGM. - Targeted consultations; - Local liaison meetings; - Social media; - Community events; - Letters, emails, notices; - Site tours websites; and - School visits. VALUE CREATED Improved engagement with colleagues will ensure we develop, motivate and retain our valued workforce while promoting and attracting new colleagues that want to work for us. Engaging with our customers helps us deliver excellent customer service, build relationships to enable us to get the right product, to the right place, at the right time for the right price. Engaging with our suppliers helps us deliver a sustainable supply chain and circular economy Through our engagement we are able to respond and contribute to sector needs and requirements and deliver on compliance and regulatory standards and have input in their development. Our engagement with investors and lenders ensures that they have a clear understanding of our business and objectives and are prepared to continue with their financial support. Positive engagement with our communities ensures that we understand and take into account their concerns and needs so that we can address these and improve the communities that we live and work in. Stakeholder Report CUSTOMERS AND SUPPLIERS We prioritise a strong local focus, with each platform ensuring our customers and suppliers engage directly with the sites they buy from or supply to. Our decentralised approach allows us to understand their needs firsthand, delivering a ‘right first time’ service while fostering long-term partnerships. We conduct thorough due diligence, and maximise value across the supply chain. At the Group level, we have dedicated working groups where we discuss shared customers, ensuring a uniform approach and facilitating knowledge-sharing to drive consistency and best practices. Through framework agreements, industry collaborations, and digital solutions, we align suppliers on shared challenges such as decarbonisation. Our engagement methods—ranging from direct communication to structured agreements. REGULATORS, LOCAL GOVERNMENT AND INDUSTRY ASSOCIATIONS Each platform works closely with their local regulators, governments and industry associations with many of our senior management team representing either working groups, committees or holding board positions such as our board position with the European Lime Association. By having our platforms work closely with these bodies, we ensure we are at the forefront of our local communities, leading our businesses forward as ambassadors of best practice. INVESTORS AND LENDERS As part of our commitment to investors and lenders, we arranged investor and analyst meetings for all stakeholders to join. We completed over 200 investor meetings during the year. COMMUNITIES We continue to develop our working relationships with the military and military employment charities and are registered with the Career Transition Partnership. We help facilitate resettlement and transition from military to civilian life as well as support civilian spouses and partners of serving and ex- Forces personnel on their journey into employment. Across all our platforms, our business model of local business for local communities ensures that we continue to integrate into the areas we work, supporting both other local businesses, projects and communities. SECTION 172 STATEMENT The Directors believe they have acted in the way most likely to promote the success of the Group for the benefit of its members as a whole, as required by s172 of the Companies Act 2006. The requirements of s172 are for the Directors to: - Consider the likely consequences of any decision in the long term; - Act fairly between the members of the Company; - Maintain a reputation for high standards of business conduct; - Consider the interests of the Group’s employees; - Foster the Group’s relationships with suppliers, customers and others; and - Consider the impact of the Group’s operations on the community and environment. The application of the s172 requirements is demonstrated throughout this report and the Accounts as a whole, with the following examples representing some of the key decisions made in 2024 and up to the date of these Accounts: - Completion of buy and build growth strategy: the Group considers it successfully completed its buy and build growth strategy with the successful conclusion of the CRH Lime Acquisitions; - Entered into 10-year strategic alliance with Duo Group to produce and sell sustainable limestone aggregates in the UK market; - Development of AI operational technology as well as industrial trials of further carbon capture systems; and - Safety initiatives: safety and wellbeing of our colleagues is one of our top priorities and the Group continued to improve its health and safety standards. Nordkalk personnel on site Elisa Frenay Group Marketing Lead SIGMAROC ANNUAL REPORT 2024 STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 83 Stakeholder Report Further specific information as to how the Board has had regard to the s172 factors: SECTION 172 FACTOR Key examples Page references CONSEQUENCE OF ANY DECISION IN THE LONG TERM CEO’s strategic report Business model Our strategy Risk report ESG report Governance report 16 30 38 68 84 142 INTERESTS OF EMPLOYEES CEO’s strategic report – ESG, Safety & Innovation ESG report Stakeholders Report 18 84 78 FOSTERING BUSINESS RELATIONSHIPS WITH SUPPLIERS, CUSTOMERS AND OTHERS ESG report 84 IMPACT OF OPERATIONS ON THE COMMUNITY AND ENVIRONMENT CEO’s strategic report – ESG, Safety & Innovation ESG report Stakeholders Report 18 84 78 MAINTAINING HIGH STANDARD OF BUSINESS CONDUCT Business model Our strategy ESG report Governance report 38 38 84 142 ACTING FAIRLY BETWEEN MEMBERS ESG report Stakeholders report Governance report 84 78 142 Nordkalk laboratory, Finland ESG and Sustainability Report Agricultural liming in Finland Highlights Group at a Glance Investment Case Chairman’s Statement CEO’s Strategic Report 2024 Timeline of Key Events Key Developments About Us Regions Macro Conditions in the Market Key Measures and Statistics Chief Financial Officer’s Report Risk Systems Report Stakeholder Report ESG and Sustainability Report SECR Report SASB GRI Index TCFD Report SIGMAROC ANNUAL REPORT 2024 SIGMAROC 85 STRATEGY GOVERNANCE FINANCE STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 87 FOSSIL FREE ELECTRICITY across the Group with 100% fossil free electricity in Finland, Sweden, Germany, Czechia and Belgium RENEWABLE ELECTRICITY in Belgium and Germany ALTERNATIVE ENERGY that includes alternative / renewable electricity and biofuels / alternative fuels GHG EMISSIONS REDUCTION and 46% GHG emissions intensity reduction from 2021 baseline YOY ENERGY INTENSITY and energy consumption reduction OF ALL OUR BUSINESSES ARE ISO CERTIFIED in either ISO9001, ISO14001, ISO45001 SITE AUDITS CONDUCTED for health and safety (ZERO) FATALITIES and 0 (zero) cases of silicosis REDUCTION IN TOTAL INJURY FREQUENCY RATES for employees and contractors on our sites REDUCTION IN LOST TIME frequency rates for employees and contractors on our sites BILLION LITRES OF WATER supplied to local communities MSCI rating of multiple sustainable products I am pleased to report that in 2024 we increased our commitment to ESG by creating a team dedicated to ESG led by Jehan Khurram (Group ESG Lead). Jehan is supported by representatives from each region in delivering our overall ambitions with regards to ESG. This year has once again seen some substantial achievements in terms of ESG: 71% 10% >18% 9% 180 >3.1 100% 77% >12% 20% 0 AA LAUNCH OVER Charles Trigg Group ExCo Member – Improve Co-founder Jehan brings extensive experience in decarbonisation, hydrogen technologies, CCS, and the ESG regulatory landscape, with a background spanning the consulting, oil & gas and industrial sectors. Prior to joining SigmaRoc, he worked within consulting including at EY within their Climate Change and Sustainability Services team, advising multinational clients on net zero strategy, ESG disclosures and climate risk management. Jehan also spent over a decade in the oil and gas industry, working at KBR and ENI on multi- billion-dollar FEED and EPC projects, with a focus on carbon management, hydrogen and CCS. He is a Chartered Mechanical Engineer and holds a Masters of Engineering degree. Jehan Khurram Group ESG Lead – Improve As a business our overall aim is to ensure sustainable returns to our shareholders. As a Group we are committed to ensuring this can be done in a manner where we minimise risks and seize opportunities so that our business continues to be strong in the years to come. Highlights Group at a Glance Investment Case Chairman’s Statement CEO’s Strategic Report 2024 Timeline of Key Events Key Developments About Us Regions Macro Conditions in the Market Key Measures and Statistics Chief Financial Officer’s Report Risk Systems Report Stakeholder Report ESG and Sustainability Report SECR Report SASB GRI Index TCFD Report ESG and Sustainability Report STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 89 ESG and Sustainability Report Following on from our 2023 annual report, we continue to engage with stakeholders and commit to reporting and disclosure of both mandatory and voluntary ESG and sustainability matters. SECR – We continue to report our energy consumption and Scope 1-3 greenhouse gas emissions according to the SECR regulations, including non-mandatory aspects to ensure full transparency of our emissions and intensity ratio. TCFD – This is the second year we have fully reported against the recommendations and recommended disclosures of the Taskforce on Climate-Related financial disclosures (TCFD), under the Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022. The report was developed in conjunction with external consultants. The report has been reviewed by both the Audit Committee as well as the Company’s Auditors. These reports can be found on pages 150 and 178. SASB – We continue to use SASB as a guiding principle for disclosure of metrics that are material to our industry as per the SASB materiality matrix. GRI – This is the first year SigmaRoc has reported in alignment with GRI, enhancing transparency and comparability in our sustainability disclosures, GRI allows us to provide a broader, stakeholder-focused approach, ensuring we address both financial and ESG materiality. SBTi – We are working in conjunction with EuLA to develop a lime specific sectoral pathway for SBTi. We remain committed to reducing our Scope 1, 2 and 3 emissions, aligned with the ambition and emissions reduction trajectory required to curb global temperature rise to 1.5ºC. Sustainability Recognition and Commitment – Currently holding an AA rating, we are recognised as a “Leader” in our sector by MSCI. This year we continued to register with CDP and submitted our Climate Change questionnaire and are still awaiting our results. We have previously carried out materiality assessments by continually engaging with a wide range of stakeholders to identify the key sustainability issues that matter most to the Group and our core stakeholders. In 2024, we conducted our first double materiality assessment (DMA), aligning with the requirements of the EU’s Corporate Sustainability Reporting Directive (CSRD). This assessment included SigmaRoc’s three largest entities (Nordkalk, Fels, and CDH), since they account for a significant portion of SigmaRoc’s revenue and will fall under the CSRD scope next year. Based on the identified material topics, we are developing CSRD-compliant reporting, which will be included in our 2025 report, set for publication in 2026. 1.1. ENTITIES INCLUDED Currently, the Double Materiality Assessment (DMA) is based on our largest entities, including our Nordic, German, and Belgian assets – Nordkalk, Fels, and CDH – as they represent the most material parts of the business from both a revenue and sustainability exposure perspective. These entities are in scope for CSRD reporting in 2026. 1.2. APPROACH To understand better our concrete impacts, risks and opportunities and to report more transparently, we have collaborated with an independent third party, the Upright Project, for conducting our DMA assessment. The Upright Project conduct science based DMA by using company-specific inputs (e.g., product and services, GRI indicators) and machine learning-based technology, which is connected to a vast dataset containing information from millions of scientific articles. The materiality thresholds used were as recommended by Upright to identify material topics, and are based on DMA results from over 50,000 companies. With this threshold, impact materiality scores above 15 are considered material, and financial materiality scores over 10 are also seen as material. The identified material topics were then reviewed by our sustainability team through a screening process and categorised as shown in the materiality matrix. While the current DMA focuses on our largest and most material entities, we plan to expand this assessment to cover the entire Group in the future. However, given that our business operates within the same industry and geographic regions, we expect that the material topics identified in this assessment will largely remain unchanged. 1. DOUBLE MATERIALITY ASSESSMENT (DMA) APPROACH AND RESULTS 1 3 2 4 Input Data Identify ESG Impacts, Risk and Opportunities (IROs) & Stakeholders engagement Validation Workshops Identifying Material Sustainability Topics Double Materiality Matrix Company-specific data, such as product / service mix, revenue shares, relevant sustainability (GRI) indicators, and geographical data on suppliers, operations, and customers Value chain and business environment Upright data from 300M+ scientific articles and public databases Internal stakeholder input gathered through surveys Relevant stakeholders surveyed across sustainability matters Post-validation consultation on final materiality matrix and IROs positioning Synthesize DMA process and assessment results in terms of implications to disclosure requirements / data points and SigmaRoc's sustainability considerations SigmaRoc internal experts reviewed and validated the outputs and assessed their alignment with business materiality Produced a materiality matrix to inform our strategy and reporting Upright data engine identifies initial long list of material IRO's IRO and topic scoring based on 'inside-out' and 'outside-in' lens Internal Stakeholder engagement Preliminary list of material ESG IROs and their importance Nordkalk laboratory, Finland STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 91 Low Medium High 1.3. DOUBLE MATERIALITY ASSESSMENT MATRIX- RESULTS The vertical axis of the materiality matrix represents sustainability topics where our operations can have a material positive or negative impact (actual and potential) on society and the environment. The horizontal axis reflects topics that pose material risks and opportunities (actual and potential). Material topics are grouped into three categories based on our approach to managing them: ESG and Sustainability Report Financial materiality Impact materiality Low Medium High Focus Areas: These topics have a high potential for differentiation and should be managed at the corporate level. They are integrated into our strategy and business model. Local Materiality: These topics are specific to local contexts and should be assessed and managed at the entity, country, or site level, depending on the topic. Sustainability Enablers: While these topics have a lower differentiation potential, they indirectly influence overall sustainability performance. Pollution (in context of biodiversity) Equal treatment & opportunities (Own workforce) Working condition (Own workforce) Protection of whistle-blowers Pollution of air Water and sanitation Cultural rights (of indigenous peoples) Societal infrastructure Water discharges Land-use, fresh water-use change Land-related impacts (Affected communities) Climate change (In context of biodiversity) Ecosystem services Ecosystem and species Resources outflows and waste (Hazardous waste excluded) Pollution of water and soil Health and safety (Own workspace) Health an safety (Workers in the value chain) Corruption and bribery Water withdrawals Climate change adaptation Climate change mitigation Resources inflows, including resources use Energy STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 93 Governance, policies, processes, controls Governance, policies, processes, controls and action plans to address ESG impact, risks, opportunities and performance. Reporting Automated digital reporting with controlled inputs / interventions. Standardised data model for internal and external data collection. Assurance and ongoing monitoring Alignment with Assurance provider to ensure completeness, accuracy, reliability, consistency, relevance and audit ability of ESG information. Double Materiality Assessment Prioritise sustainability topics that are material to the organisation, people or the environment. Business strategy, model, ambitions Prioritize sustainability topics that are material to the organization, people or the environment. Stakeholder engagement Engaging with key Stakeholders. Metrics and targets Targets, KPIs, baselines, time horizons, methodologies and data governance to measure progress and drive an effective integrated approach. ESG ERM integrations ESG Risk management integrated into Enterprise Risk management approach. 2. INTRODUCTION ON UN SDG’S At SigmaRoc, our commitment to sustainability is deeply aligned with the United Nations Sustainable Development Goals (SDGs). These goals provide a universal framework to address the world's most pressing social, economic and environmental challenges. By integrating the SDGs into our business strategy, we aim to make a meaningful impact on a global scale. Our focus is particularly on SDG 9 (Industry, Innovation, and Infrastructure), SDG 12 (Responsible Consumption and Production), SDG 13 (Climate Action) and SDG 15 (Life on Land). These areas align closely with our core business operations and where we believe we can contribute the most. Through targeted initiatives and innovative solutions, we strive to drive progress and create a sustainable future for all. ESG and Sustainability Report 1.4. CSRD NEXT STEPS Following our Double Materiality Assessment (DMA), we will identify the material European Sustainability Reporting Standards (ESRS) topics, ensuring alignment with CSRD requirements. A gap analysis will assess data availability, and where needed, we will establish new data collection processes to meet disclosure requirements. These findings will be integrated into our ESG strategy, supporting target setting, performance tracking and future reporting in our Annual Report, CSRD disclosures and investor communications. This approach ensures regulatory compliance while strengthening our sustainability management framework across the Group. We continue to monitor the regulatory landscape, including developments related to CSRD regulations, to assess how they may impact our reporting obligations. Despite any regulatory changes, we remain committed to transparent sustainability reporting. CURRENT PROGRESS Assessment NEXT STEPS Implementation, Reporting & Assurance Nordkalk limestone quarry in Pargas, Finland STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 95 PILLAR SigmaRoc Key Focus Area Link to UN SDG How we Contribute SOCIAL Ensure people leave work in the same or better condition than when they arrived. Support the physical and mental health of our employees and their families. Committed to the physical and mental welfare of those that work on and around our sites through: - Year on year reduction of total injury frequency rate and lost time injury frequency rate; - Increase in workforce engagement and retention; and - Increase in board diversity. We regularly conduct site safety audits. Implementing a specific haulage H&S programme to improve contractor safety. Supervisor training to at least IOSH Managing Safely level with others being trained to NEBOSH. Employee Assistance Programmes in place to support workforce’s mental health. Attract, train, retain and engage our workforce. - Supervisor training to at least IOSH Managing Safely level with others being trained to NEBOSH; - Regular training on operational matters, including lifting and slinging, fire safety and workplace safety protocols; - Internal best practice work groups to foster knowledge sharing and collaboration; - Opportunities for employees to pursue educational courses and professional development; - Work with armed forces to support military personnel transitioning into the workforce; - Apprentice schemes in place; and - Active engagement with universities to foster talent development and research collaboration Attract, train, retain and engage our workforce. - Continue to work with government agencies, education establishments and communities to offer long term employment opportunities; - Comprehensive benefits packages tailored to regional requirements; - Employee engagement initiatives, including share schemes and incentive programs; and - Apprentice schemes in place. GOVERNANCE Promote QCA, Corporate Governance Codes. Proactive Board oversight and independence of committees. Focus on Risk Management and mitigation, including cyber. Ensure transparency on reporting. - Continue to implement, and transparently disclose, compliance and ESG matters; - Maintain ongoing compliance in a dynamic environment across multiple jurisdictions; - Regularly update to our climate risk analysis to reflect material changes; - Regular management of our learning, development and governance monitoring platform (Formity); - Creation of dedicated ESG Board Committee; - Quarterly ESG reporting to Board and ESG Committee; and - Continued interaction with institutional investors’ ESG & Stewardship analysts to ensure compliance with reporting requirements. PILLAR SigmaRoc Key Focus Area Link to UN SDG How we Contribute ENVIRONMENT Sustainable use of reserves and resources. Responsible use key resources including raw material, mineral and water. Optimise energy use and minimise impact of our operations on the environment We promote circular products, the increased use of alternative fuels, and the expansion of recycling activities. - 100% fossil fuel substitution in lime kiln at an operating site; - Achieved 2025 of 100% of our manufactured products (where specification allows) can use recycled products; and - In line with 2027 target of 100% utilisation of all production materials. Our commitment to maximising material use includes development and production of our sustainable product ranges including but not limited to Nordkalk Next, Nordkalk Complete, Puccini Blue, Mevo, Greenbloc, as well as aggregates reprocessing, and product mix designs all of which are key examples of where we are driving towards 100% utilisation of all our production materials. Climate Impact Optimise energy use and minimise impact of our operations on the environment We continue to make year on year reductions in our emissions and energy use to become net zero by 2040: - On track for 2030 target of 100% third party energy from renewable means; - Achieved 2030 target of 2.5 % reduction in energy intensity; - On track for 2032 target of 100% alternative fuels in fixed equipment; and - On track for 2038 target of all kilns carbon neutral. Use of BAT and innovative technologies in our production aiming at reducing emissions. Continue energy and fuel optimisation to reduce the reliance on fossil fuels. CCS system operational with other CCS systems under industrial trials. 100% continual fossil fuel substitution proved on vertical kilns using biofuel. Contribute to sustainable construction, address environmental aspects through production or use. In our R&D activities, we strive to optimise existing processes and develop innovative techniques, products and applications. Innovative products and applications, improved processes, and new formulations help minimise energy consumption and CO2 emissions for us and our customers therefore reducing impact on the environment. Biodiversity Biodiversity improvement projects and rehabilitation of sites. Take action to promote natural habitats and reduce the degradation, be a net positive contributor to biodiversity. Responsible use of key resources including raw materials, minerals and water. Control of discharged water quality. Supply of fresh water to communities. Use of our products in Wastewater, Lake liming and Drinking water treatment. Be a good neighbour; source local, buy local, sell local, invest local. Ensuring safety precautions at our operations and reduced impact on surroundings. Continuous engagement with local communities and wider stakeholder. Use of our products in various environmental applications including water treatment, wastewater treatment and flue gas treatment. ESG and Sustainability Report STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 97 3.1. CARBON 3.1.1. LIME INDUSTRY AND CO2 Understanding CO₂ emissions in lime production is essential for effective carbon management and mitigation. The primary sources of CO₂ emissions in the lime production process are: 1. Combustion Emissions (25-35%) – Resulting from the burning of fuels used to heat kilns; and 2. Process Emissions (65-75%) – Released during the calcination of limestone (CaCO₃) to produce quicklime (CaO). 3.1.2. MITIGATION STRATEGIES All the CO2 sources have different mitigation solutions. Power and energy CO2 can be reduced through energy efficiency, renewable electricity, fuel efficiency and renewable / alternative fuels. We are actively working on renewable energy solutions and strategic procurement of renewable energy. Combustion CO2 can be reduced by energy efficiency and fuel selection, as well as by carbon capture and sequestration (CCS). We have achieved success with fossil free lime calcination, achieving 100% substitution by biomass at one site. Our first Carbon Capture unit has also been successfully installed and commissioned, with another under industrial trial. Process CO2 can only be addressed by CCS, with our first Carbon Capture unit having been successfully installed and commissioned with another under an industrial trial. Additionally, we recognise the role of recarbonation – the natural reabsorption of CO2 by lime-based products – as a complementary solution in mitigating overall global CO2 emissions. SigmaRoc continues to innovate and invest in low-carbon solutions to drive sustainability across our operations. 3.1.3. CBAM Currently, lime is excluded from CBAM, meaning it does not yet face additional carbon levies on imports. One of the major impacts of CBAM on included industries is the gradual phase-out of free allowances under the ETS. While other sectors will see all free allocations removed, lime will continue with its gradual reduction of free allocation under the existing ETS framework. SigmaRoc continues to closely monitor developments in CBAM legislation and its potential implications for the lime industry, ensuring that we remain proactive in our compliance strategy and prepared for future regulatory changes. 3.1.4. SIGMAROC’S USE OF THE ETS The ETS now plays a critical role in SigmaRoc’s internal decision-making. We are integrating carbon pricing into our investment strategy, using the ETS price as an internal carbon cost when evaluating capital expenditure, technology choices and decarbonisation roadmaps. SigmaRoc remains committed to proactively managing carbon exposure, ensuring compliance with regulations, and implementing cost-effective decarbonisation pathways. 3. ENVIRONMENT ESG and Sustainability Report 3.1.5. TARGETS & PERFORMANCE Developing Carbon Targets for Lime SigmaRoc is working with the European Lime Association (EuLA) to develop a SBTisector-specific decarbonisation pathway for lime, similar to cement. This is necessary due to the unique challenges of lime production, where process emissions (65-75% of total CO₂) are unavoidable and require CCS for reduction. Once this pathway is established, SigmaRoc will actively collaborate with SBTi to agree science-based GHG reduction targets, ensuring alignment with global climate goals. 2021 BASE YEAR SUBJECT Target Date Progress to date Status CARBON All concrete products available in low carbon and ultra-low carbon. 2025 100% of concrete products available in low carbon and ultra-low carbon. Carbon capture storage and utilisation trial plant operational. 2025 First module commissioned and operational. Alternative fuels used in mobile equipment. 2030 One site is running 100% fossil free. 7% of our site vehicles transitioned to HVO. Alternative fuels used in fixed equipment (e.g. lime and asphalt). 2032 On Target 100% fossil fuel substitution achieved on vertical lime kiln using biofuel. >50% fossil fuel substitution achieved on rotary lime kiln using biofuel with potential to go to 100% All kilns are carbon neutral. 2038 On Target 100% fossil fuel substitution proved at sites. Carbon capture module installed and commissioned. Net zero. 2040 On Target 7% YoY emissions reduction in 2024. 20% emissions reduction since the 2021 baseline. ENERGY INTENSITY AND EFFICIENCY 2.5% reduction in energy intensity. 2030 Achieved 10% YoY achieved in 2024. 100% third party energy sourced from renewable means. 2030 On Target 100% of Belgium, Germany, Finland, Czechia and Sweden use alternative / renewable electrical energy. 71% of Group uses alternative / renewable electrical energy (including 33% renewable) RESOURCE UTILISATION AND CIRCULAR ECONOMY 100% of all manufactured products can utilise waste / recycled materials . 2025 Achieved 100% of our manufactured products (where specification allows) can use recycled products. This includes products such as asphalt, concrete and concrete products which are already using, where specification allows, waste / recycled materials such as nappies, RAP, PFA, GGBS and recycled aggregates. 100% utilisation of all production materials. 2027 On Target Our commitment to maximising material use includes development and production of our sustainable product ranges including but not limited to Nordkalk Next, Nordkalk Complete, Puccini Blue, Mevo, Greenbloc, as well as aggregates. Product mix designs are key examples of where we are driving towards 100% utilisation of all our production materials. COMPLETE IN PROGRESS Martin has a background in chemical engineering and has previously worked in mineral processing industries for cement producers and international operations. He joined SigmaRoc in 2020 and is currently leading the energy intensity, kiln decarbonisation and optimisation program. Martin Bains Group Industrial Director - Improve Nordkalk limestone quarry in Gotland, Sweden Liming in Reku, Finland SIGMAROC ANNUAL REPORT 2024 SIGMAROC 99 STRATEGY GOVERNANCE FINANCE 3.1.6. GHG EMISSIONS AND ENERGY DATA In accordance with GHG Protocol guidance, SigmaRoc has retroactively recalculated its base year emissions to reflect changes in the Company that would otherwise compromise the consistency and relevance of reported GHG emissions data. This recalculation ensures that our emissions reporting remains accurate, comparable and aligned with best practices. In addition, we have aligned revenue figures where used in emissions intensity calculations to maintain meaningful comparisons over time. Our GHG emissions inventory includes both mandatory and voluntary data, covering our entire operational footprint. German, Czechia and Irish acquisitions closed in January 2024, the UK in March 2024 and Poland in September 2024, however to allow for a like-for-like comparison, 2024 emissions data has been adjusted to incorporate these acquisitions as if they had been part of SigmaRoc for the entire 12-month period, despite joining in mid-2024. This ensures that annual emissions for the Group remain consistent and comparable across reporting periods, supporting robust sustainability performance tracking and informed decision-making. The 2024 data is based on our SECR report, which is conducted in line with 2019 UK Government Environmental Reporting Guidelines and the GHG Protocol Corporate Accounting and Reporting Standard (revised edition) and covers all operations where we have operational control. The SECR report also includes both mandatory and voluntary reporting to ensure transparent disclosure. ESG and Sustainability Report 20% baseline reduction 46% baseline reduction 10% YoY reduction 10% YoY reduction STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 101 Our Roadmap to Net Zero 2025 2027 2030 All concrete products available in low carbon and ultra-low carbon 100% utilisation of all production materials Alternative fuels used in mobile equipment CO2 2.5% reduction in energy intensity 100% third party energy sourced from renewable means Carbon Capture Storage and utilisation trial plant operational 100% of all manufactured products can utilise waste / recycled materials* CARBON ENERGY INTENSITY AND EFFICIENCY RESOURCE UTILISATION AND CIRCULAR ECONOMY 2032 2038 2040 Alternative fuels used in fixed equipment (e.g lime and asphalt) All kilns are carbon neutral NET ZERO *where industry specifications allow for it New ESG Opportunities following the 3 CRH Lime Acquisitions ─Increase of kiln network driving production and CO2 optimisation ─Leverage R&D centres of excellence and IP across an EU wide platform ─Increase in supply chain networks that can help reduce/utilise CO2 ─Enlarged network allows better biofuel purchasing and processing to drive CO2 reduction SIGMAROC ANNUAL REPORT 2024 SIGMAROC 103 STRATEGY GOVERNANCE FINANCE 3.1.7.1. DECARBONISATION LEVERS Carbon, Capture and Storage CCS SigmaRoc recognises CCS as a critical enabler in decarbonising lime production. Given the high CO₂ concentration in lime kiln emissions, CCS offers a technically feasible and economically viable pathway to significantly reduce emissions. Our approach includes: - In Pre-combustion: - Oxygen enrichment of combustion processes whereby CO2 concentrations are greatly increased, reducing size of downstream gas separation systems. - In Post-combustion: - Membrane Technology – Optimally suited for single kilns and small kiln clusters, offering high efficiency, low cost, and a small footprint with a modular capability; - Cryogenic Separation – Evaluated for larger kiln clusters, though capital and energy-intensive; and - Ocean GeoLoop Technology – An industrial trial plant with Nordkalk’s joint venture partner in Norway is testing an all-electric CO₂ capture process. Infrastructure & Challenges - Co-location with large emitters enables shared CCS infrastructure, improving feasibility; and - Regulatory and infrastructure dependencies, including CO₂ transport networks and sequestration sites, impact large- scale adoption. SigmaRoc remains committed to integrating CCS-ready infrastructure where feasible, ensuring alignment with evolving policies and economic support models. Fuel Switching & Alternative Fuels Fuel combustion accounts for a significant share of emissions, making fuel switching a key strategy for CO₂ reduction. SigmaRoc is transitioning to low-carbon and bio-based fuels, prioritising sites with the highest CO₂ reduction potential. Implementation Plan 1. Prioritise high CO₂ sites – Focusing on coal-reliant kilns for early transition; 2. Convert solid fuel kilns to biomass – Biomass offers cost- effective substitution and is easier to implement than other alternatives; 3. Expand across all kilns – Long-term strategy to integrate low-carbon fuels across the network; and 4. Leverage Group wide infrastructure for optimal fuel supply chain and sub-processing. Progress to Date - Successful 100% biofuel substitution at one kiln; - 50% biofuel utilisation achieved at additional sites; and - Ongoing R&D and partnerships to scale alternative fuel solutions, including hydrogen. SigmaRoc remains committed to maximising fossil fuel substitution, reducing dependency on high-emission fuels, and ensuring long-term energy sustainability. Recarbonation: Capturing CO₂ in Lime Products Lime possesses a unique ability to sequester CO₂ when used in applications ranging from 100% sequestered instantaneously in water treatment, to 28% in steel within 1 year, up to 56% within 5 years . Through carbonation, lime naturally reabsorbs CO₂, effectively reversing the calcination process. This effect varies by application per example provided in the table below: APPLICATION CO₂ Sequestration (<1 Year) CO₂ Sequestration (>1 Year) WATER TREATMENT 100% (instantaneously) 100% STEEL INDUSTRY 28% 56% FLUE GAS CLEANING 66% (instantaneously) 66% WASTEWATER TREATMENT 40% 49% CALCIUM CARBIDE 89% 89% PCC (PRECIPITATED CALCIUM CARBONATE) 89% 89% ESG and Sustainability Report 3.1.7. NET ZERO ROADMAP Our 2040 net zero roadmap outlines the key steps required to achieve our long-term decarbonisation targets, ensuring a structured, science-based approach to reducing emissions across our operations. Built on proven technologies, operational excellence and strategic investment, this roadmap reflects SigmaRoc’s commitment to sustainability while maintaining operational and financial resilience. Our core decarbonisation levers focus on: 1. Kiln Fuel Switching – Transitioning from fossil fuels to alternative and bio-based fuels to reduce combustion emissions; 2. Carbon Capture & Storage (CCS) – Developing CCS solutions where feasible, though implementation remains dependent on infrastructure availability and government backing; 3. Recarbonation – Enhancing natural CO₂ uptake in products, subject to recognition by regulatory bodies for carbon accounting; and 4. Strategic Green Energy Procurement – Sourcing renewable electricity to reduce Scope 2 emissions, Green Electricity procurement will cover 100% of consumption by 2030. Given the evolving regulatory and technological landscape, our roadmap will be reviewed and adapted annually to ensure we remain on track, integrating new opportunities, policy developments and technological advancements as they emerge. MTCO2E 0 1 3 4 5 2021 2022 2023 2024 Scope 1 Scope 2 ON TRACK TO DELIVER REDUCTIONS IN SCOPE 1 AND 2 EMISSIONS MTCO2E 0 1 2 3 4 2025 2026 2028 2030 2032 2034 2036 2038 2040 DECARBONISATION ROADMAP Recarbonation CCUS Fuel Switching Performance/Efficiency Emissions Remaining Nordkalk site in Storugn, Gotland STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 105 ESG and Sustainability Report Recognition & Challenges - Regulatory Acceptance – Despite IPCC recognition of carbonation permanence, current carbon accounting frameworks are not consistent. SBTi has accepted carbonation as a valid decarbonisation pathway for the cement sector, but broader regulatory alignment is still evolving; and - EU ETS & Carbon Accounting – The latest EU Directive (2003/87/EC) acknowledges CO₂ sequestration in mineral carbonates, supporting the case for its inclusion in future carbon offset mechanisms. SigmaRoc’s Approach - Independent study conducted to assess carbonation potential in different applications; and - Active engagement with policymakers to push for regulatory recognition of lime carbonation as a credible emissions reduction pathway. SigmaRoc continues to explore innovative solutions that enhance carbonation potential, reinforcing lime’s role as a low-carbon building material. 3.1.7.2. REDUCING EMISSIONS THROUGH HVO ADOPTION SigmaRoc has replaced 7% of transport fuel use across the Group with Hydrogenated Vegetable Oil (HVO) through strategic procurement arrangements, with plans to increase this to over 30% in 2025. With up to 90% lower CO₂ emissions than diesel, this transition supports our ongoing decarbonisation efforts. 3.1.8. AIR EMISSIONS AND WASTE Environmental Management Systems (EMS) are key to ensuring management of toxic emissions and waste. Across our businesses, 76% of our businesses (by revenue) have an ISO14001 certified Environmental Management System (EMS) that also includes provisions for waste management with no fines being incurred in 2023. Our EMSs, including our 14001 audited EMS are regularly audited by external auditors as well as additional specialised audits conducted by the likes of MCA and Lloyds Register for aspects such as MARPOL (the International Convention for the Prevention of Pollution from Ships). 3.1.9. TARGETS & PERFORMANCE In terms of air quality, our NOx and SOx performance has seen a reduction. Following the CRH Lime Acquisitions, we are reviewing our air emissions strategy while remaining committed to further reductions. To drive further progress, we plan to expand our rollout of kiln optimisation, network balancing and the use of Selective Non-Catalytic Reduction (SNCR) systems as required. 3.2.1. STRATEGIC ENERGY PROCUREMENT In 2024, we doubled our green electricity procurement, 100% of our electricity in Germany and Belgium now sourced from renewables. On track to 100% fossil free electricity by 2030. As part of our decarbonisation strategy, SigmaRoc is actively procuring renewable and fossil-free electricity to match our electricity consumption. In 2024, following the CRH Lime Acquisitions, our total electricity use increased by 120% due to the expanded Group footprint. To maintain progress towards our fossil-free electricity targets, we doubled our procurement of green electricity, securing approximately 270 GWh of fossil-free energy. This included: - 100% of electricity consumption in Czechia, Finland, Belgium, Germany and Sweden is backed by GOs, with a mix of nuclear and renewable energy sources; - Germany and Belgium are fully covered by renewable energy procurement, supporting the shift towards cleaner electricity sources; and - Poland remains a focus area, with 16% of electricity covered by renewable energy procurement, and efforts are underway to increase this share in line with our net zero roadmap. 3.2.2. ENERGY EFFICIENCY & RENEWABLE GENERATION SigmaRoc is implementing group-wide energy efficiency initiatives to reduce fuel consumption, optimise energy use and lower CO₂ emissions. Key measures include: - Electrification & Fuel Transition: Deployment of electric forklifts, EVs, and hybrids, alongside HVO biodiesel adoption to reduce fossil fuel reliance; - Process Optimisation: AI-driven kiln efficiency upgrades, asphalt binder improvements in the UK, and modernised compressors and kilns in Poland to cut fuel use; - Renewable Energy Expansion: Photovoltaic capacity extension (2MWh) in Belgium, battery storage studies and wind energy projects in development; and - Energy-Saving Equipment: LED lighting, movement sensors, variable speed drives (VSDs), and heat-loss prevention initiatives across all regions. These efforts are enhancing energy efficiency, lowering emissions, and accelerating the transition to a low-carbon future across the SigmaRoc Group. 3.2. ENERGY Nordkalk limestone quarry in Pargas, Finland FOSSIL-FREE/RENEWABLE ELECTRICITY Fossil-Free (MWh) Remaining (MWh) 2023 2024 2030 - Target 0 125000 250000 375000 500000 * 2023 NOX and SOX have been retroactively recalculated for 2023 to reflect changes in the Company that would otherwise compromise the consistency and relevance of reported air emissions data. SIGMAROC ANNUAL REPORT 2024 SIGMAROC 107 STRATEGY STRATEGY GOVERNANCE FINANCE 3.3. BIODIVERSITY We value biodiversity and recognise its importance in the local ecosystems. Despite the Group operating over a large area, in 2024 39% of land disturbed was restored or under restoration. At SigmaRoc, we recognise both the impact and opportunity that our operations create for biodiversity. While quarrying alters landscapes, it can also serve as a catalyst for habitat creation and ecological restoration. Our goal is to co- exist with nature, ensuring that our sites become thriving ecosystems post-extraction, contributing to the EU target of no net loss and a net gain thereafter. We follow a Dynamic biodiversity management which combines integrated management of the operation of an active quarry with dynamic preservation, management and restoration measures for species and habitats. This principle makes it possible to integrate the populations of species present in the quarry into a network of habitats ensuring constant availability of environments conducive to their development. We integrate biodiversity protection into our operational strategy by: - Following the Mitigation Hierarchy: Avoiding, minimising, restoring and offsetting any negative effects of our activities; - Developing Biodiversity Management Plans (BMPs): Ensuring each site has an active plan for conservation and habitat protection; - Enhancing Ecosystems: Working beyond regulatory requirements to restore and improve biodiversity at our sites; and - Plans to Utilise Advanced Tools: We are in the process of implementing the use of the Integrated Biodiversity Assessment Tool (IBAT), WWF’s biodiversity risk filter, ENCORE, and SBTN sector materiality tools to assess biodiversity risks and opportunities. 3.3.1. MANAGING BIODIVERSITY AND COMMUNITY IMPACTS Quarries represent SigmaRoc’s most significant source of environmental disturbance. However, the exposure of limestone-rich areas often fosters thriving ecosystems, enhancing biodiversity by supporting diverse flora and fauna and improving habitats. Limestone-rich environments naturally sustain rare and specialised species. SigmaRoc continues to assess and mitigate these impacts through targeted biodiversity initiatives. The Company works closely with communities and local authorities to ensure that our ongoing operations and future operations enhance environmental and community benefits. Our future works are supported by impact assessments prior to the commencement of work. Operational considerations seek to actively enhance biodiversity in surrounding areas. Before commencing operation of a site, the potential environmental, including biodiversity, and social impacts are assessed through an Environmental Impact Assessment process, after which an application for an environmental permit is typically made. During the operating phase of the sites, environmental management is guided by environmental permits, which set regulatory requirements for the operation and closure, and by the environmental management system of the Company including ISO14001. We integrate biodiversity management into all steps of planning, production and closure of sites whilst maintaining a hierarchy of mitigation (avoid, minimise, restore, and finally offset). ESG and Sustainability Report 3.3.1.1. RESTORATION, REHABILITATION AND PROTECTION OF ECOSYSTEMS As part of site planning and permits, most government agencies and authorities require restoration plans to be in place. These restoration plans cannot be completed until the operations have come to end of life, however where there is an opportunity, our sites work concurrently to restore areas that are no longer operational. Environmental and community requirements may evolve over time. Therefore, we work closely with stakeholders to restore and rehabilitate our assets in a way that best serves the community. Despite the Group operating over a large area, 39% having been restored or under restoration in line with local authorities’ and community requirements. Even before a point of final restoration, our sites work closely with local authorities, working groups and communities to ensure we maximise not only the preservation of existing ecosystems, but often the generation of incremental increase of eco-systems to provide a thriving environment for existing species but also previously extinct species. This includes both fauna and flora with success derived through programs such as flora relocation programmes, wildflower programs, Red Bill chough breeding programs, Peregrine falcon nesting programs and great crested newt habitat establishment. Some sites are close to Sites of Specific Scientific Interest where our working relationships with local groups and national agencies have helped ensure they thrive. Where there is risk of impact, the valuable species are moved to other suitable or created areas. 3.3.2.POLICY SigmaRoc operates a series of policies that include: - Sustainability; - Environment and Water; - Biodiversity; and - Energy and Climate. These include provisions and commitments on sustainably managing natural resources and raw materials, minimising disturbance from operations and reclaiming habitat and disturbed land. The Board has overall responsibility for the policies and approves the policies which are then cascaded throughout the business with a formal acknowledgement and training program to all employees, and contractors as required. These are monitored and audited quarterly by the Board, with a target of 100% compliance for employees in terms of acknowledgement and training. Ronez quarry in Jersey, Channel Islands Fels quarry in Saal an der Donau, Germany STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 109 3.3.3. CASE STUDY Ronez – Enhancing Biodiversity & Habitat Restoration As part of SigmaRoc’s commitment to sustainable land management and biodiversity enhancement, Ronez has undertaken key environmental initiatives to restore and improve local habitats. Tree Planting on Route du Nord Ronez sponsored the planting of 310 wildlife-friendly trees along the new footpath on Route du Nord. Quarry staff, local community members, and Natural Environment officers worked together to enhance biodiversity, improve the landscape, and create green spaces for the public. Invasive Species Management Ronez has worked with the local authorities to help them mitigate an issue they had of Japanese knotweed found within the community. Ronez was requested to carry out a deep burial of 30,000 tonnes of contaminated soil by local authorities. This collaboration helped prevent the spread of this highly invasive species. These initiatives demonstrate Ronez’s proactive approach to environmental stewardship, supporting nature-positive solutions and reinforcing SigmaRoc’s commitment to sustainability and biodiversity conservation. 3.3.4. CASE STUDY Biodiversity at Nordkalk: Biodiversity remains a key focus in Nordkalk’s sustainability strategy, aligning with EU targets of no net loss by 2030 and net gain beyond. In 2024, Nordkalk advanced its biodiversity commitments by developing a biodiversity roadmap, setting targets and indicators, and allocating resources. These efforts focus on ecosystem conservation, species protection, pollinator support, invasive species management, and water quality improvements. While progress has been made, the absence of a standardised EU-wide biodiversity metric poses challenges in developing universally applicable indicators. Key Initiatives in 2024: - Karinu (Estonia): Nordkalk restored a former quarry into a meadow field, creating a habitat for pollinators like bees and butterflies; - Vimpeli (Finland): In collaboration with environmental organisations, Nordkalk supported conservation efforts for the critically endangered field gentian, a rare species thriving in limestone environments; and - Pargas (Finland): A former site was transformed into a habitat for endangered butterflies, securing national funding for long-term conservation efforts. Additionally, an experimental limestone application was conducted to manage invasive plant species. ESG and Sustainability Report 3.3.5. CASE STUDY: Belgium – Life in Quarries The Life in Quarries project at Carrières du Hainaut is a long term ongoing biodiversity management programme that shows our long term commitment to biodiversity. This project has been ongoing since 2020. Key Achievements (2024) - Expanded Pioneer Ponds & Grasslands to support aquatic and terrestrial biodiversity; - Established Swallow Cliffs, Bee Slopes and Bat Galleries for nesting and pollination; - Enhanced Wetlands and Gull Platforms to sustain diverse species; and - Seasonal Habitat Management: Habitat creation in autumn/winter, monitoring in spring/summer. Pargas, Finland STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 111 Achieved target: 100% manufactured products can utilise waste / recycled materials. At SigmaRoc, we are committed to driving material efficiency, waste reduction and circularity, ensuring that resources are used responsibly while minimising environmental impact. Our target is to achieve 100% material efficiency by 2027, ensuring that all quarried materials are effectively used and that no material is wasted. We have already achieved our 2025 target of ensuring that 100% of our manufactured products can utilise waste or recycled materials where specification allows. By maximising the use of by-products, integrating recycled materials and optimising production processes, we are pioneering sustainable innovations across our industry. Our circular product lines, such as Greenbloc, Mevo, Puccini Blue, Nordkalk Next and Nordkalk Complete, are advancing the use of recovered and repurposed materials, ensuring that we continue to drive sustainability, reduce landfill waste and move towards a fully circular economy. 3.5.1. EXPANDING CIRCULAR SOLUTIONS In 2024, we significantly advanced our circular economy strategy with the extension and launch of multiple sustainable product lines, including: - Greenbloc – A market-leading cement-free concrete solution that has achieved up to 50% CO₂ reductions, saving over 6,000 tonnes of CO₂. Premium Greenbloc products now deliver up to 90% carbon reductions, and we successfully produced a carbon-negative concrete block with a 115% CO₂ reduction by incorporating captured carbon and waste-derived aggregates; - Mevo – A revolutionary grinding and blending technology that imparts binding properties to non-cementitious minerals. SigmaRoc has supported Mevo in raising £15m in venture funding and developing its first large-scale plant. Once operational, Mevo will be at the forefront of decarbonising all SigmaRoc concrete products; and - Puccini Blue – A unique resin-based technology that maximises quarry yield by reinforcing natural fault lines, transforming previously discarded materials into a high- value aesthetic product. 3.5.2. RESOURCE EFFICIENCY & MAXIMISING BY- PRODUCTS SigmaRoc is actively optimising material efficiency by reducing waste and repurposing by-products: - Nordkalk Next – A product line incorporating at least 33% reused materials, both from internal and external sources, while 33% of energy used is fossil-free; - Nordkalk Complete – A fully circular product where 100% of materials are reused or recovered, achieving CO₂- neutral Scope 1 & Scope 2 emissions; and - Baltic Aggregates Oy – Established to increase sales of limestone and side-stream products in the Baltic region, improving the utilisation of extracted materials. As the business has expanded, we optimise material use across our network by sourcing and adjusting materials with varying chemical properties, optimising additive replacements and enhancing efficiency while ensuring customer specifications are met. Our R&D work plays a key role in developing new products that allow us to reuse and combine resources from across the Group. By ensuring that all quarried materials are effectively used, we reduce landfill waste, extend resource availability, and drive cost efficiencies across our operations. 3.5.3. INNOVATING FOR SUSTAINABILITY SigmaRoc is also investing in nature-positive infrastructure, such as: - Sustainable soil improvement products – Developed for the Swedish agricultural market to enhance soil health and productivity; and - Advanced fillers for construction – Ultra-fine limestone fillers designed to reduce cement and bitumen content in plasters and roofing materials, lowering carbon emissions. 3.5.4. MANAGING WASTE & OVERBURDEN FOR CIRCULARITY In 2024, SigmaRoc generated 700k tonnes of waste of which 75% is recycled. This underscores our strong commitment to resource efficiency, circularity and sustainable waste management. Our overburden is actively managed and repurposed to support restoration, recultivation and reuse. Overburden is frequently: - Stored and repurposed for site rehabilitation, ensuring the recultivation of indigenous soils for environmental restoration; - Used in landscape remediation, contributing to biodiversity and habitat regeneration at former quarry sites; and - Reprocessed into new business streams, ensuring that it is integrated into circular economy initiatives. By maximising material efficiency and circularity, SigmaRoc is not only reducing landfill waste but also unlocking new commercial opportunities by reprocessing and repurposing surplus materials into value-added products. We allocated 3.18 million m³ of drinking water for local communities in 2024. 3.4.1. WATER MANAGEMENT With increasing global water stress and growing competition for limited freshwater resources, SigmaRoc is committed to efficient water management and conservation. Our Environment and Water Policy applies across all operations, ensuring that water is used responsibly, efficiently, and in compliance with environmental regulations. Since our primary use of water is for washing purposes, and a significant portion is recirculated within our systems, our exposure to water stress risks remains minimal, and our environmental impact is correspondingly low. Our sites primarily obtain water through: - De-watering activities in quarries, where extraction occurs below groundwater levels; - Rainwater harvesting, collecting and using natural precipitation; and - Regulated groundwater, surface water, or municipal supplies, where necessary. 3.4.2. WATER USE & CONSERVATION SigmaRoc manages approximately 45 million m³ of water annually, sourced entirely from seasonal snowmelt, rainwater collection, and natural runoff—with little to no extraction from groundwater or other external sources. of this: - 3% (1.36 million m³) is withdrawn for operational processes, including a mix of freshwater, recycled water and collected water; and - 7% (3.18 million m³) is allocated to local communities for drinking water, supporting essential public water supply needs. In 2024, our total water use increased, driven by the integration of CRH acquisitions into our reporting data. Despite this increase, we remain focused on improving water efficiency, maximising recycling and reducing overall consumption. 3.4.3. WATER TREATMENT & COMPLIANCE Water discharged from our sites is monitored, treated, and tested to meet strict environmental standards. Key measures include: - Routine sampling and analysis for pH, suspended solids (≤30 mg/L) and hydrocarbons, ensuring compliance with local discharge permits; - Site-specific discharge limits set by regulatory agencies such as the Environment Agency, EPA, and local authorities; - Independent monitoring and audits, including random inspections to verify water quality compliance; and - ISO 14001 – Certified Water Management Plans, ensuring all sites have structured approaches for water conservation, treatment and emergency response. 3.4.4. WATER RISK RELEVANCE Our exposure to water stress risks remains minimal, and our overall impact on local water availability remains low. By prioritising water recycling and efficiency, we continue to minimise our freshwater withdrawals and mitigate potential risks associated with water scarcity. SigmaRoc has undertaken a Physical Climate Risk Assessment across its sites to evaluate water stress, drought severity and other water-related risks. This assessment helped to: - Identify sites vulnerable to water stress and potential shortages; - Map out regional water-related risks, enabling proactive mitigation strategies; and - Develop site-specific water management plans to ensure operational resilience. The results from the physical climate risk assessment can be found in the TCFD Report. ESG and Sustainability Report 3.4. WATER 3.5. CIRCULARITY & WASTE SIGMAROC ANNUAL REPORT 2024 SIGMAROC 113 STRATEGY STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE 4.1.1. STAKEHOLDER ENGAGEMENT We continually engage with a wide array of internal and external stakeholders to identify the key sustainability issues that matter most to the Group and to our core stakeholders. Our findings have guided our ESG journey, through setting strategic sustainability performance targets against each material issue. We report on our progress against the strategic targets set and further information on our Materiality Assessment, including our Materiality Matrix: ESG and Sustainability Report STAKEHOLDERS (IN ALPHABETICAL ORDER) Description How we engage COLLEAGUES We have a dedicated workforce of c. 3,100 across the Group. We recognise our dedicated workforce as a key driver of the value derived from the business. Our colleagues are experienced and continuously developed to fulfil their potential. All employees are offered a fair benefits and compensation package relative to their role and level in the organisation. We encourage share ownership where it is available and, where possible, are working to setup where it is not currently in place. Site presence and visual felt leadership. Employee groups and committees and unions. Focus on development training and succession planning. Decentralised approach with flat management allowing easy access to all staff. Employee benefit offerings that can also extend to family members. COMMUNITIES By being decentralised and local we are at the heart of the communities in which we operate allowing us to be good, knowledgeable, supportive and engaging neighbours. Proactive approach and active participation in community and industry working groups, forums and committees. CUSTOMERS AND SUPPLIERS All our businesses are decentralised and locally focused so that we know the customers’ and suppliers’ areas like they do. We work alongside our customers to provide “right first time” service and to seek proactive and innovative solutions to support requirements. “Right first time” is key to success and ensuring customer loyalty as part of our long-term success. We recognise the huge role our suppliers play in our long-term success. We strive to ensure timely payments and maximise value to support the delivery of our customers’ needs. We balance economic requirements with sustainability considerations over the whole supply chain. Prioritise a local focus on both customers and suppliers. Engage directly from our sites so that the customer and supplier deal directly with the site they are supplying or buying from. Ensure timely payments are made to suppliers. Functional and intuitive websites and digital solutions focused on the customer. Ensure adequate checks and due diligence are done on customers and suppliers. INVESTORS All our Shareholders play an important role in the continued success of our business. We maintain purposeful and close relationships with them either directly or via wider mediums such as Q&A webinars and conferences. We seek to be transparent and give clear and consistent messages across all communication channels. Dedicated forums such as AGM, annual and interim webinar Q&As and/or interactive investor presentations. Annual and interim reports, trading statements and RNS. Regular phone calls and dialogues. Broker and NED contacts. Site visits, investor roadshows, investor conferences. REGULATORS / LOCAL GOVERNMENT We look to develop and sustain good relationships with many regulators who govern our businesses to ensure the success of our business and maintaining our licenses to operate. We are committed to adherence to legal and regulatory requirements. We are committed to have independent review / oversight be it internally or externally. We are committed to a sustainability framework following review of international standards. Regular dialogue with Governments, Government agencies, regulators and industry groups. Active membership of the industry bodies such as Mineral Products Association, Federation Industries Extractives and European Lime Association. Effective and clear policies to ensure governance. Education and training of staff to reinforce compliance with regulations. 4. SOCIAL Increasing importance to Stakeholders Increasing importance to SigmaRoc 1 2 4 3 11 6 10 5 8 7 9 12 1. Sustainable use of reserves and resources 2. Responsible use of key resources 3. Optimal energy use and minimal impact on the environment 4. Contributing to sustainable construction and addressing environmental aspects 5. Ensure people leave work in the same or better condition than when they arrived 6. Supporting the physical and mental health of our employees and their families 7. Attract, train, retain and engage our workforce 8. Be a good neighbour, source local, buy local, sell local, invest local 9. Promote QCA and Corporate Governance 10. Ensure proactive Board oversight and independance of commitees 11. Focus on risk management and mitigation 12. Ensure transparency on reporting and tax MATERIALITY ASSESSMENT Increasing importance to Stakeholder vs. increasing importance to SigmaRoc Fels personnel in Kaltes Tal, Germany STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 115 ESG and Sustainability Report 1 2 Audit Boots on Ground Don't walk by Centralised and structured audit function Sites ranked by audit performance Performance management enacted where required Dedicated site supervisors Position based on supervisory ability Dedicated H&S training Delivery of values through VFL Timely management of events Reward and recognition COMPLIANCE: Plans and Documentation in Place Core Risk Management; Site, Traffic and Contractor Management Plans; Safe Systems of Work and Risk Assessments ON-SITE PREVENTION: Ensuring compliance is a reality on site Supervisors; Pre-start inspections; Hazard and Risk Identification; STOP assessments VALUE AND BEHAVIOUR: Driving from the top down Core Values and Leadership; Training and Development; Learn and Improve 3 4.1.2. HEALTH & SAFETY 4.1.2.1. OVERVIEW Operating in numerous countries across the UK and Europe, we continue to ensure compliance with local regulation, which is managed at a local level, whilst at the same time integrating these businesses to align with best practice Group H&S standards. We are committed to ensuring awareness about H&S issues, reducing the number and severity of incidents, preventing occupational disease, promoting wellbeing and preventing exposure to hazardous substances. PRINCIPLES The Group continues to drive its overarching H&S standards which we believe supported the continual improvement in health and safety in 2024. CORE RISKS The Company continues to focus on its core risks: - Contact with moving vehicles / objects; - Entrapment by machinery / moving parts; - Hit by suspended load / falling objects; - Falls from height; - Trapped by significant mass / energy; and - Powders and COSHH material handling. Two primary areas of focus that have improved our control of core risks have been: 1. Serious Injury or Fatality (SIF) framework; and 2. Investigations. SIF is the focus on events that could lead to Serious Injury or Fatality; in simple terms those events that cause or have the potential to cause life threatening / changing injuries. This work has been heavily developed in recent times and is seen to be the next evolution of well-grounded traditional H&S principles, driving the focus to those areas that are of the most serious nature. This has supported and aligns with our core risks and enables us to develop improved reporting to ensure action on those key areas. The Group also maintains a strong focus on conducting detailed investigations, not only after an event has happened, but also before events happen. For example, through Bow Tie analysis, core risk events can be reviewed before they happen. This allows causes to be proactively identified so safety barriers can be implemented to mitigate routes to an adverse H&S event. On the flip side, the effects and consequences of the event are also proactively identified so safety barriers can be implemented to mitigate the impacts of such an event. Post event investigation, including investigation of near hits and externally publicised events both in our industry and beyond, is conducted. The level of investigation is proportional to the severity and seeks to review not just the event, but also organisation factors, task and environmental conditions, individual and team actions and absent or failed defences. It is by these principles and through core risk management and investigation that the Group can act continually to deliver its year-on-year H&S improvement. FRONT LINE LEADERSHIP We continue focus on front line leadership, with learning and development supported by programs such as NEBOSH and IOSH training for supervisor and front-line management. Our boots on the ground program has been a significant contributor to our ongoing health and safety success. Front- line leaders are more visible in the business ensuring a continued improvement in the output of not only safety, but also quality and productivity. HIGHVIZZ HighVizz continues to be continually developed and integrated into our newly acquired businesses allowing us dynamically to report and manage safety. HighVizz includes SIF identification, as well as new modules such as pre-start inspections, and enables our teams to have lean processes and systems that ensure risks are managed more effectively and efficiently. OCCUPATIONAL HEALTH Both SASB and the UK Minerals Product Association have a focus on occupational health, especially Silicosis. As a Group we have a hierarchy of controls, based upon best health and safety guidance and an assessment of the risks within our sites and workplaces ensuring compliance with HASWA 1974, MHSWR 1999, COSHH Regulations, L140 – HSE ACOP for HAVS, PUWER 1998, HSG258 – HSE Controlling airborne contaminants at work (use of LEVs) and EH75-4 and INDG 463 Silica and control methods. These include: - Use of Risk assessments, safe systems of work and COSHH assessments; - Minimising dust generated by our operations through engineering controls such as enclosing processing equipment and transfer points, water suppression, use of spray systems for dust encapsulation and local exhaust ventilation; - Periodic personal and local monitoring by external consultants and subsequent personal assessments against recognised exposure limits; - Health questionnaires and health surveillance of staff by Occupational Health specialists; - Where surveys identify potential exposure above recognised exposure limits warning signage is posted and workers are required to wear appropriate respiratory protective equipment including full and half masks and air fed breathing systems; - Time limits set for and policy of job rotation to minimise exposure times in addition to the use of specialised PPE in areas of risk; - Training for new employees and regular refresher training for existing employees to raise awareness of the risks to health that can arise from exposure; and - Training in the correct use and maintenance of PPE provided to protect their health and other checks such as face fit testing for dust masks. 4.1.2.2. GOVERNANCE AND STRATEGY Around 61% of the Company’s operations are certified to ISO18001/45001. Those that are not leverage the safety management systems. In addition to safety management systems, the Group operates its own internal audit function with over 180 internal audits conducted in 2024 across our operations. The audits focus on both systems and sites, with interactive and constructive feedback and actions generated. The audit also monitors the close out of corrective actions. STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 117 4.1.2.3. RESPONSIBILITY The Board has overall responsibility for Health and Safety with the implementation of the strategy and performance managed by the Group Health & Safety committee that has both Executive Directors, Non-Executive Directors and Executive Committee members as part of the committee. The delivery of the strategy and driving of performance is then the directive of the Group Health & Safety Director. Once the Health & Safety strategy is set by the Board and Group HS Committee, the Executive Committee and Health & Safety Director implement the strategy and drive the performance. Each month the performance is reviewed by the executive management committee in a dedicated meeting and is cascaded wider to ensure that all employees are engaged. Health and safety form a key part of every Board and Executive meeting. 4.1.2.4. H&S POLICY The Company operates a Group wide Health & Safety policy that is cascaded and implemented in every business. The policy applies to any person operating on our sites, including employees, contractors and visitors. The policy is approved by the Board and cascaded throughout the business with a formal acknowledgement and training program to all employees, and contractors as required. These are monitored and audited quarterly by the Board with a target of 100% compliance for employees in terms of acknowledgement and training. ESG and Sustainability Report Since the start of all reporting, both employees and contractors have been included in all the statistics. In 2024 contractor and employee statistics were separated to allow greater understanding of where focus should be between contractor and employee. MANAGING CONTRACTOR H&S The increase in contractor TIFR and HIFR in 2024 is attributed to the CRH Lime Acquisitions, particularly in haulage operations, which have driven incident rates higher. Haulage safety is a key focus for SigmaRoc, and we are addressing this by: - Implementing a haulage H&S programme; - Hiring specialist haulage H&S team members; - Establishing a haulage safety team in Poland for new acquisitions and high contractor volumes; and - Implementing contractor check-in kiosks for site induction/ training prior to access to some sites. Clint White on site Clint White is responsible for Group, Safety, Environment and Planning and has been with SigmaRoc since 2017. Clint is a qualified geologist and Health and Safety professional having worked around the world in both underground and open pit mining as well as oil and gas for such companies as Ineos Fluor, Laporte Minerals and British Petroleum. He is primarily responsible for ensuring that SigmaRoc businesses maintain robust systems for the delivery of a compliant and progressive health, safety and environmental culture with a focus on continuous improvement. During the pandemic, Clint has championed our COVID-19 response, ensuring that all those involved with our operations and services are protected and conform to the government criteria. Clint has led the setup and promotion of working policies, health screening, asset disinfecting and fumigation, testing and wellbeing programs for those that have been self-isolating or working from home. Clint White HSE&P Director HEALTH AND SAFETY FREQUENCY RATE IMPROVEMENTS 2020 2021 2022 2023 2024 TIFR (CONTRACTOR AND EMPLOYEES) 2% 26% 17% 6% 18% Total 16.7% Employees -18.5% Contractor HIFR CONTRACTOR AND EMPLOYEES) -9% 28% 6% 17% 28% Total 28.5% Employees - 15.9% Contractor LTIFR CONTRACTOR AND EMPLOYEES) 47% -31% 8% 25% 12% Total 11% Employees -21% Contractor FATALITIES 0 0 0 0 0 2020 2021 2022 2023 2024 SILICOSIS 0 0 0 0 0 4.1.2.5. H&S TARGETS AND PERFORMANCE The Group is committed to the continuous improvement of health and safety and wellbeing for any person who is on our site, be it an employee, contractor or visitor. TIFR, HIFR, LTIFR GRAPHS FOR 2021,2022,2023 AND 2024 WITH ANNUAL REDUCTION % The overall increase in the Total Incident Frequency Rate reflects a greater awareness of reporting requirements on SigmaRoc sites. Additionally, whilst there has been an increase in the Harm Incident Frequency Rate (HIRE) for contractors this has been matched by a significant reduction in the SHIFR (12%) and LTIFR (21%) frequency rates. This reflects that whilst there is a higher level of reporting the seriousness of the harm and the significance of incidents is much reduced. SigmaRoc firmly believes in a philosophy of proactive prevention, and this includes a focus on contractor management processes. Contractors form an integral part of our workforce, and their well-being is as important as our own employees. This is particularly the case because we may not have as much contact with them as with our own employees and because they are often transitory on our sites. Through pre-qualification questionnaires and site induction we aim to have contractors meet our own exacting standards for H&S. In addition, we see supervision as a key factor in controlling behaviours onsite. Therefore, we empower frontline supervision to STOP any unsafe behaviours and take a strict line on enforcing site rules. Nordkalk personnel on site SIGMAROC ANNUAL REPORT 2024 SIGMAROC 119 STRATEGY GOVERNANCE FINANCE 4.1.3. LABOUR MANAGEMENT As at 31 December 2024 the Group employed c.3,100 people, compared to c.2,000 people in 2023. Within the heavy materials industry, diversity continues be a challenge especially at an operational level with 68% of our workforce in this category. Across the Group >14% of our work force is female which is a 2% increase compared to last year, however 32% of our shared services and management is female. We continue to engage with school leavers and apprentices to ensure there is succession planning and that the knowledge of our long serving employees is retained within the business with our overall age profile as follows: AGE GROUPS (years) This development of our teams has been supported by >22,000 hours of learning and development that has been delivered during the course of 2024. In addition to the recruitment of staff to support our growing businesses, we also review employee retention through aspects such as local satisfaction surveys, training, career management plans and performance reviews. The Group has not experienced any strikes / lockouts within its businesses in the last three years. 4.1.4. COMMUNITY RELATIONS 4.1.4.1. COMMUNITY IMPACT AND DISTURBANCE SigmaRoc operates a series of policies that include: - Sustainability; - Environment and Water; - Biodiversity; and - Human Rights and Community. These include provisions and commitments to support protected areas, local community engagement approach and impact assessments. The policies are approved by the Board and cascaded throughout the business with a formal acknowledgement and training program to all employees and contractors as required. These are monitored and audited quarterly by the Board with a target of 100% compliance for employees in terms of acknowledgement and training. The Company adopts a precautionary approach with formal channels for local community engagement. The businesses’ environmental aspects are guided by their individual operating policies, ensuring that local requirements, as well as wider requirements, are met. 4.1.4.2. DISTRIBUTION OF BENEFITS The Company promotes a local approach to both procurement and hiring to support local businesses and communities. A significant majority of our workforce live local to their place of work and the Company engages in community development projects and philanthropic programs to support local communities, be it donations of labour and materials, allocation of land for public access or creation of community activity areas. 4.1.4.3. HUMAN RIGHTS AND LABOUR STANDARDS SigmaRoc operates a series of policies that include a Human Rights and Community Policy. The policies are approved by the Board and cascaded throughout the business with a formal acknowledgement and training program to all employees, and contractors as required. These are monitored and audited quarterly by the Board with a target of 100% compliance for employees in terms of acknowledgement and training. 4.1.4.4. OUR PEOPLE At SigmaRoc, we recognise that social responsibility extends beyond compliance—it is about fostering a safe, inclusive and supportive workplace while positively impacting the communities in which we operate. Our commitment to employee wellbeing, safety and collaboration underpins our approach to social sustainability. Following the CRH Lime Acquisitions, we have focused on integrating new colleagues through Best Practices Work Groups, ensuring smooth transitions and fostering cross- functional collaboration. Our Best Practices Work Groups play a critical role in sharing and implementing best practices across the Group, ensuring consistency in workplace standards, employee welfare initiatives, operational efficiencies and key areas such as commercial, technical, systems and ESG. This platform allows for knowledge exchange, strengthening our approach to social responsibility, safety and employee engagement across all our businesses. HR is managed at a local level, with dedicated HR teams overseeing succession planning, training and professional development. Through this, we ensure employees feel valued, supported and empowered. ESG and Sustainability Report The safety of our employees and contractors is paramount. Our Safety Committee monitors key HSE metrics (TIFR, LTIFR, HIFR), enforces best-in-class safety training and ensures compliance across all operational sites. By prioritising employee wellbeing, safety and community partnerships, SigmaRoc is strengthening its social responsibility efforts, ensuring that our growth is not just sustainable but also socially impactful. Kirsty is an experienced H&S professional having completed the IOSH Managing Safely, NEBOSH NGC and the Occupational Health and Safety Diploma at Pembrokeshire College. She has also completed the ILM Level 5 Leadership and Management Course and the CMI Level 7 Strategic Leadership and Management Course. Kirsty is a Technical Member of The Institute of Quarrying. Kirsty has a variety of industrial experience in the food, power and raw materials sectors having latterly been employed by the SigmaRoc owned Harries business. Her 8 years at Harries as H&S Manager has given her direct experience of quarrying, ready mix concrete, asphalt, civils and road surfacing operations. Kirsty Fraser H&S Compliance Officer for the UK, Ireland and Channel Islands Mehdi Verhaeghe is an experienced HSE professional, first and foremost serving as a Safety Advisor, followed by roles as a Safety Coordinator. With expertise spanning industries such as food production, railway operations, and large-scale industrial construction, Mehdi has been instrumental in implementing safety training programs, conducting risk assessments, and leading safety audits to ensure regulatory compliance and a safe work environment. As a Safety Advisor, Mehdi provided expert guidance on H&S protocols, helping organisations improve their safety culture and compliance with occupational safety regulations. He later transitioned into a Safety Coordinator role, where he oversaw health and safety measures on major industrial construction sites. This included leading HSE training sessions and ensuring strict adherence to safety standards, minimizing risks and ensuring smooth project execution. Mehdi’s experience also includes project leadership in railway operations, where he ensured that safety procedures were meticulously followed. His broad expertise and proactive approach make him a key asset in creating and maintaining safe workplaces in high-risk environments. Mehdi Verhaeghe H&S Compliance Officers for Belgium, France, Germany, Czechia and Spain STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 121 ESG and Sustainability Report CORPORATE GOVERNANCE 5.1.1. BOARD In 2024 the Board consisted of Independent Non-Executive Directors (67%) and Executive Directors (33%). The Board was represented by experts across finance, industry and ESG, with 33% of Independent Non-Executive Directors being female. Additionally, we established a dedicated ESG Committee comprising Independent Board and Executive Board members, along with the Group ExCo Member (IMPROVE) and Group ESG Lead. COMMITTEE Fully Independent Experts on Committee AUDIT Yes Finance ESG REMUNERATION Yes Finance Industry NOMINATIONS Yes Finance Industry SAFETY Part Industry ESG Part Industry ESG 5.3. INDUSTRY MEMBERSHIP Membership to trade organisations, industry bodies and other agencies is critical to ensure continual improvement in all that we do and to help facilitate the ongoing changes our industry and our customers face. Across our platforms we both support and are supported by National and International bodies such as: - European Lime Association (EuLA) of which we have representation on the Board; - German Lime Association (BVK) of which we have representation on the Board; - Swedish Lime Association of which we have representation on the Board; - UK Mineral Product Association Lime of which we have representation on the Board; - Polish Lime Association of which we have representation on the Board; - Finnish Mining Association (FinnMin) of which we have representation on the Board; - Swedish Association of Mines, Mineral and Metal Producers (SweMin) of which we have representation on the Board; - Federation Industries Extractives (Fediex) of which we have representation on the Board; - The Confederation of Finnish Construction Industries RT (CFCI) of which we have representation on the Board; - UK Mineral Product Association Precast of which we have representation on the Board; - Mineral Product Association (MPA): UK industry trade association for the aggregates, asphalt, cement, concrete, dimension stone, lime, mortar and silica sand industries; - Industrial Minerals Association Europe (IMA Europe); - European Calcium Carbonate Association (CCA); and - International Lime Association (ILA). Further to these bodies, businesses in the Group also have ISO accreditation or equivalent in: - ISO 9001 Quality: 77% of our business by revenue has ISO 9001; - ISO 14001 Environment: 72% of our business by revenue has ISO 14001; and - ISO 18001/45001 Health & Safety: 61% of our business by revenue has ISO 18001/45001. Benelux has local business and product accreditations that are deemed to have greater relevance than the ISO, for both our customers and end-users. Further details on corporate governance can be found in the Corporate Governance Report on page 166. Expertise is based on both knowledge and competence through aspects such as qualifications and career experience. Further information on the Board and the Board Committees can be found in the Board Members section. 5.1.2. OWNERSHIP AND CONTROL The Group is quoted on the AIM market of the London Stock Exchange with the founding members and other senior management holding shares in the Company purchased by themselves in compliance with regulations and governed through approval routes overseen by the CFO. Further detail on shareholdings can be found in the Directors Report. 5.1.3. CORPORATE BEHAVIOUR 5.1.3.1. BUSINESS ETHICS SigmaRoc operates a series of policies that include: - Anti Bribery & Corruption; - Criminal Finances Act; - Code of Conduct; - Diversity and Inclusion; - Bullying & Harassment; - Board Diversity; - Competition Compliance; - Whistleblowing; - Disclosure (Share dealing); - Sustainability (ESG); - Environment and Water; - Biodiversity; - Energy and Climate Change; - Health and Safety; - Human Rights and Community; - Anti-Slavery and Human Trafficking; - IT systems and Data; - Data Privacy and Protection and Security; and - Tax. These policies are designed to facilitate good governance with the intention of running the business in accordance with good business ethics. Furthermore, the policies are approved by the Board and cascaded throughout the business. A formal acknowledgement and training program was rolled out in 2024 to all employees, and contractors as required. These are monitored and audited quarterly by the Board with a target of 100% compliance for employees in terms of acknowledgement and training. Day to day management of the policies is overseen by the Group’s Executive Committee. When engaging suppliers and contractors, the operating businesses can conduct a review of their policies to ensure they observe the principles set out in our policies. 5.2. STRATEGY Each OPCO is responsible for the recruitment, management and retention of its employees with renumeration policies being guided by local legislation. Generally, Supervisors and managers have a variable component to their remuneration which is based on a combination of business performance as well as personal performance and operators have a variable component to their renumeration which is usually based on operation and site performance. Each business complies with its jurisdictional requirements around aspects such as pensions and where applicable / available offers additional non-compensation employee benefits such as life assurance and medical insurance that can often be extended to employees’ families, allowing them access to preferential rates. 5. GOVERNANCE Anthony is a qualified solicitor specialising in Corporate Finance, M&A and Equity Capital Markets. Anthony was a partner at Fieldfisher and Hobson Audley and a solicitor at Linklaters and has over 30 years’ experience in mergers and acquisitions, flotations and fundraisings with particular expertise in small and mid-size public company transactions on the Official List and AIM Market of the London Stock Exchange. Anthony Brockbank General Counsel and Company Secretary Buxton personnel on site STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 123 UK ENERGY USE AND ASSOCIATED GREENHOUSE GAS EMISSIONS Current UK based annual energy usage and associated annual greenhouse gas (‘GHG’) emissions are reported pursuant to the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 (the ‘2018 Regulations’) that came into force 1 April 2019. ORGANISATIONAL BOUNDARY Energy use and associated GHG emissions are reported across the Group as defined by the operational control approach. This includes operations in the UK, Ireland and Channel Islands (“UK & Ireland), Belgium, Turkey, France and Spain (‘Western Europe’), Germany, Czechia, Poland and Estonia (Central Europe), Finland and Sweden (‘Nordics). This exceeds the minimum mandatory requirements set out in the 2018 Regulations for ‘large unquoted companies’, which only require reporting of UK based energy use and emissions. REPORTING PERIOD The annual reporting period is 1st January to 31st December each year and the energy and carbon emissions are aligned to this period. QUANTIFICATION AND REPORTING METHODOLOGY The 2019 UK Government Environmental Reporting Guidelines and the GHG Protocol Corporate Accounting and Reporting Standard (revised edition) were followed. Emission factor sources include: The 2024 UK Government GHG Conversion Factors for Company Reporting; The GHG Protocol’s Emission Factors from Cross Sector Tools 2017; Association of Issuing Bodies 2023; Carbonfootprint.com/CADI 2024; STX Commodities B.V.; the Guernsey Electricity Limited 2023 & the Jersey Electricity Company 2023. Process emissions were calculated by the Group. Total renewable generated procured energy was also provided by the Group. The report has been reviewed independently by Zenergi Limited (trading as Briar Consulting Engineers Limited). Electricity and gas consumption were provided by the client and based on invoice records. Fuel usage and mileage was used to calculate energy and emissions from fleet vehicles, site fuel and grey fleet. Transport usage was calculated from a combination of mileage and fuel records; however, outside the UK and Channel Islands, transport fuel is included with other site fuel usage associated with stationary assets. In the absence of Gross calorific values were used except for mileage energy calculations as per Government GHG Conversion Factors. 2023’s figures have been recalculated in this report to reflect that the Group has acquired more companies since that reporting period. This provides a like-for-like comparison between 2023’s and 2024’s data in this report. For the newly acquired companies, if energy usage was not provided for a full 12 months, consumption was extrapolated from the data provided by the Group from when they were purchased, to cover the whole reporting period. B-Mix was sold during the end of the reporting period, however, it has been kept in this report. 2024’s energy usage and associated emissions will be retrospectively removed in next year’s report. The emissions are divided into mandatory and voluntary emissions according to the 2018 Regulations, then further divided into the direct combustion of fuels and the operation of facilities (scope 1), indirect emissions from purchased electricity (scope 2) and further indirect emissions that occur as a consequence of Company activities but occur from sources not owned or controlled by the organisation (scope 3). BREAKDOWN OF ENERGY CONSUMPTION USED TO CALCULATE EMISSIONS (KWH): ENERGY TYPE 2023 2024 MANDATORY ENERGY: UK Group Total1 UK Group Total1 GAS 534,205,403 1,089,443,401 552,297,289 1,307,968,947 PURCHASED ELECTRICITY 35,595,688 391,225,628 38,461,566 404,742,940 TRANSPORT FUEL & SITE FUEL 52,717,754 759,891,176 54,572,064 406,423,826 TOTAL ENERGY (MANDATORY) 622,518,845 2,240,560,205 645,330,919 2,119,135,713 VOLUNTARY ENERGY: BIOENERGY - 55,245,659 - 78,541,869 COAL - 2,100,092,879 - 1,769,451,001 GENERATED ELECTRICITY2 - 4,105,784 - 2,541,058 TOTAL ENERGY (VOLUNTARY) - 2,159,444,322 - 1,850,533,928 TOTAL ENERGY (MANDATORY & VOLUNTARY) 622,518,845 4,400,004,527 642,930,609 3,969,669,640 1 The Group total includes consumption from the UK, Ireland and Channel Islands (UK & Ireland), Belgium, France, Turkey and Spain (Western Europe), Germany, Czechia, Poland and Estonia (Central Europe), Finland and Sweden (Nordics). 2 Electricity generated by solar photovoltaic panels. Reported energy includes any exported energy to the grid. CDH bluestone block being transported on site in Soignies, Belgium Highlights Group at a Glance Investment Case Chairman’s Statement CEO’s Strategic Report 2024 Timeline of Key Events Key Developments About Us Regions Macro Conditions in the Market Key Measures and Statistics Chief Financial Officer’s Report Risk Systems Report Stakeholder Report ESG and Sustainability Report SECR Report SASB GRI Index TCFD Report Streamlined Energy and Carbon Report (SECR) STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 125 Streamlined Energy and Carbon Report (SECR) INTENSITY RATIO The intensity ratio is total gross emissions in metric tonnes CO2e per total million-pound (£m) turnover. This is calculated separately for ‘mandatory’ emissions and ‘mandatory & voluntary’ emissions for the UK and regionally for the UK & Ireland, Central, West and Nordics regions. This financial metric is considered the most relevant to the Company’s wide-ranging activities and allows a comparison of performance across other organisations and sectors. ENERGY EFFICIENCY ACTION DURING CURRENT FINANCIAL YEAR In the reporting period January to December 2024, the Group has invested in low-carbon technologies and implemented operational changes in order to increase energy efficiency. The UK & Ireland region has introduced 4 electric forklifts, reducing carbon emissions. The region has undertaken a LED lighting upgrade project, including installing PIR movement sensors, which are expected to reduce electricity consumption by 70% compared to traditional lighting. The Maerz Kiln at the Tunstead site has been rebricked, providing a saving of 1,893,519 kWh. There are also new plant compressors at the Tunstead site, providing a saving of 544,323 kWh. The region has replaced their Asphalt binder to Nytherm, allowing for a lower temperature whilst mixing the asphalt. Once fully commissioned, the Group anticipate this will lead to an annualised reduction in asphalt dryer fuel of 1.5l/t on 37,000t, which equates to a saving of 55,500 litres of gasoil. This represents a CO2 reduction of c.145t CO2e. Lower utilisation of the MV Ronez ship has allowed more delayed departures to benefit tidal stream in the English Channel. Around 4 hours has been cut from passage time on c. 12 occasions with a diesel saving of 135 litres per hour. Lastly for the UK & Ireland, the region’s company car fleet now includes 2 plug-in hybrid electric vehicles. Approximately 1,920 litres of fuel have been saved by switching to renewable electricity. The Western Europe region has extended its existing photovoltaic capacity, saving 2MWh of electricity from the grid. A battery has been installed to store overproduction of electricity, to decrease the Group’s reliance on the national grid and optimise its investment in renewable energy. There is an ongoing project to install wind turbines to further increase renewable energy generation. Central Europe has an ongoing project to utilise AI within its kiln control systems. If the 2% reduction target of fuel usage is achieved, this could reduce energy usage by 7,907 MWh. Finally, across both the Kujawy and Sitkówka plants, the region has also: modernised the compressor rooms; fixed the leaks preventing compressed air losses, and rebricked one of the Kilns. The region expects these measures to save a combined 606 MWh a year. BREAKDOWN OF EMISSIONS ACROSS THE GROUP BY REGION (TCO2E)4 EMISSION SOURCE 2024 UK&I Central Europe Western Europe Nordics Total SCOPE 1 BIOENERGY (CH₄ & N₂O) 0 0 0 441 441 COAL 35,131 503,751 54 79,161 618,097 GAS 106,525 97,018 68 27,244 230,855 COMPANY OWNED VEHICLES & SITE FUEL 18,394 72,174 12,991 69,661 173,220 PROCESS RELATED EMISSIONS 468,451 1,422,237 0 352,618 2,243,306 SCOPE 2 PURCHASED ELECTRICITY (LOCATION-BASED) 9,664 100,475 2,326 3,642 116,104 SCOPE 3 CATEGORY 6: BUSINESS TRAVEL (GREY FLEET ONLY) 131 87 0 0 218 TOTAL GROSS EMISSIONS (LOCATION-BASED) 638,296 2,195,743 15,438 537,767 3,382,243 INTENSITY RATIOS TCO2E PER MILLION-POUND TURNOVER 2,698 5,503 153 2,041 3,391 4 UK, Ireland and Channel Islands (UK & Ireland), Belgium, France, Turkey and Spain (Western Europe), Germany, Czechia, Poland and Estonia (Central Europe), Finland and Sweden (Nordics). INTENSITY RATIOS 2023 2024 TONNES CO2E PER MILLION-POUND TURNOVER MANDATORY EMISSIONS ONLY 674 491 680 529 MANDATORY & VOLUNTARY EMISSIONS 3,120 3,667 2,778 3,391 BREAKDOWN OF EMISSIONS ASSOCIATED WITH THE REPORTED ENERGY USE (TCO₂E): EMISSION SOURCE 2023 2024 MANDATORY REQUIREMENTS: UK Group Total3 UK Group Total3 SCOPE 1 GAS 97,722 192,541 101,015 230,854 COMPANY OWNED VEHICLES & SITE FUEL 12,840 185,413 12,891 173,220 SCOPE 2 PURCHASED ELECTRICITY (LOCATION-BASED) 7,372 132,809 7,963 116,104 SCOPE 3 CATEGORY 6: BUSINESS TRAVEL (GREY FLEET) 94 331 107 218 TOTAL GROSS EMISSIONS (MANDATORY) 118,028 511,094 121,977 520,396 VOLUNTARY REQUIREMENTS: SCOPE 1 BIOENERGY (CH4 & N2O) - 3 - 441 COAL - 574,485 - 618,097 PROCESS RELATED EMISSIONS 428,174 2,559,363 376,277 2,243,306 SCOPE 2 PURCHASED ELECTRICITY (MARKET-BASED) - - - - TOTAL GROSS EMISSIONS (VOLUNTARY) 428,174 3,133,851 376,277 2,861,844 TOTAL GROSS EMISSIONS (MANDATORY & VOLUNTARY – LOCATION-BASED) 546,202 3,644,945 498,254 3,382,240 OUTSIDE OF SCOPES (BIOFUEL TCO2) BIOENERGY - 19,038 - 69,160 PETROL / DIESEL BIOFUEL CONTENT 304 323 702 2,995 3 The Group total includes consumption from the UK, Ireland and Channel Islands (“UK & Ireland), Belgium, France, Turkey and Spain (‘Western Europe’), Germany, Czechia, Poland and Estonia (Central Europe), Finland and Sweden (‘Nordics). STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 127 SASB SASB provides industry-specific standards for disclosing performance on sustainability topics including, but not limited to, climate in a comparable manner that are reasonably likely to have a material effect on financial performance of companies in each industry. SASB TOPIC Accounting Metric Category Unit of Measure Code 2024 Result GREENHOUSE GAS EMISSIONS Gross global Scope 1 emissions, percentage covered under emissions- limiting regulations Quantitative Metric tons (t) CO₂-e, Percentage (%) EM-CM-110a.1 3,265,918 tCo2e, Of our Scope 1 CO2 emissions, > 93% are covered by an emissions trading scheme. Further detail can be seen in the independent SECR data on page 122. Discussion of long-term and short-term strategy or plan to manage Scope 1 emissions, emissions reduction targets, and an analysis of performance against those targets Discussion and Analysis n/a EM-CM-110a.2 The road to net zero, including our kiln decarbonisation program is detailed on pages 97 and 100. AIR QUALITY Air emissions such as: Quantitative Metric tons (t) EM-CM-120a.1 (1) NOx, 1257 (2) SOx, 233 ENERGY MANAGEMENT (1) Total energy consumed Quantitative Gigajoules (GJ) Percentage (%) EM-CM-130a.1 14.29 m GJ of energy (2) Percentage grid electricity 32% from grid electricity (3) Percentage alternative 9% alternative energy that includes alternative / renewable electricity and biofuels / alternative fuels (4) Percentage renewable 5% renewable energy that includes renewable electricity and biofuel WATER MANAGEMENT Total fresh water withdrawn, Quantitative Thousand cubic meters (m3) Percentage (%) EM-CM-140a.1 45,650k m3 of water is managed that includes dewatering processes from seasonal snow melt water, rain water collection etc. Of the water managed 3%,1,355k m3, is withdrawn for operational purposes which is a mix of fresh water, recycled and collected. Of the water managed 7%, >3.2m m3, is allocated to local communities for drinking water purposes. WASTE MANAGEMENT Amount of waste generated Quantitative Metric tons (t) EM-CM-150a.1 700kt generated of which 75% is recycled. For clarity, overburden removed at quarries is stored or used for restoration purposes including the recultivation of indigenous soils for remediation. The creation of new business is also looking to use overburden into other business streams. BIODIVERSITY IMPACTS Description of environmental management policies and practices for active sites Discussion and Analysis n/a EM-CM-160a.1 Details on page 106. SASB TOPIC Accounting Metric Category Unit of Measure Code 2024 Result BIODIVERSITY IMPACTS Terrestrial acreage disturbed; percentage of impacted area restored Quantitative Acres (ac) Percentage (%) EM-CM-160a.2 10,069 acres of land is disturbed. 39% of disturbed land was restored or is under restoration program. WORKFORCE HEALTH & SAFETY Total recordable incident rate (TRIR) Quantitative Rate EM-CM-320a.1 Data has historically been collected as an amalgamation for Direct Employee, Contract employee and external contractors as it is believed that we are responsible for all those on our site regardless of employment status. The performance of health and safety can be found on page 116. WORKFORCE HEALTH & SAFETY Number of reported cases of silicosis Quantitative Number EM-CM-320a.2 None PRODUCT INNOVATION Total addressable market and share of market for products that reduce energy, water and/or material impacts during usage and/or production Quantitative Reporting currency Percentage (%) EM-CM-410a.2 Market share is not a straightforward number to capture given all the industries and end-markets we operate in, however in the Sustainability section on page 84 we clearly show how construction material product innovation is being driven. Environmental products contribute 19% of our revenue, including quicklime, slaked lime and limestone powders used for flue gas cleaning, water treatment and sustainable agriculture. PRICING INTEGRITY AND TRANSPARENCY Total amount of monetary losses as a result of legal proceedings associated with cartel activities, price fixing, and anti-trust activities Quantitative Reporting currency EM-CM-520a.1 Zero SASB STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 129 GRI INDEX Statement of Use SigmaRoc plc has reported in accordance with GRI standards for the period 1 January to 31 December 2024. GRI Standard GRI 1: Foundation 2021 GRI Code Description Reference Comment THE ORGANISATION AND ITS OPERATING PRACTICES 2-1 Organisational details on page 123 2-2 Entities included in the organization’s sustainability reporting on page 89 2-3 Reporting period, frequency and contact point on page 123, See comment Reporting period: January 1, 2024 - December 31, 2024 Frequency: Annual 2-5 External assurance on page 133 ACTIVITIES AND WORKERS 2-6 Activities, value chain, and other business relationships on page 140 2-7 Employees on pages 113-119 2-8 Workers who are not employees on pages 113-119 GOVERNANCE 2-9 Governance structure and composition on page 166 2-10 Nomination and selection of the highest body on page 165 2-11 Chair of the highest governance body on page 167 2-12 Role of the highest governance body in overseeing the management of impacts on page 79 2-13 Delegation of responsibility for managing impacts on page 84 2-14 Role of the highest governance body in sustainability reporting on page 169 2-15 Conflicts of interest on page 169 For further information refer to SigmaRoc’s Code of conduct, available on sigmaroc.com 2-16 Communication of critical concerns on page 167 For further information refer to SigmaRoc’s Code of conduct, available on sigmaroc.com 2-17 Collective knowledge of the highest governance body on page 167 2-18 Evaluation of the performance of the highest governance body on page 154 2-19 Remuneration policies on page 154 2-20 Process to determine remuneration on page 154 STRATEGY, POLICIES AND PRACTICES 2-22 Statement on sustainable development strategy on page 93 2-23 Policy commitments on page 69 For further information refer to SigmaRoc’s Policies, available on sigmaroc.com 2-24 Embedding policy commitments on page 69 2-25 Processes to remediate negative impacts on page 70 2-26 Mechanisms for seeking advice and raising concerns on page 170 2-27 Compliance with laws and regulations on pages 120, 131, 159, 170 2-28 Membership associations on page 113 STAKEHOLDER ENGAGEMENT 2-29 Approach to stakeholder engagement on page 78 2-30 Collective bargaining agreements See comment For further information refer to SigmaRoc’s Freedom of Association Policy, available on sigmaroc.com MATERIAL TOPICS 3-1 Process to determine material topics on pages 89, 90 3-2 List of material topics on pages 89, 90 GRI 204: PROCUREMENT PRACTICES 204-1 Proportion of spending on local suppliers This data in not collected centrally, however it is monitored at local level by individual business units. GRI 205: ANTI-CORRUPTION 3-3 Management of material topics on page 169, See comment For further information refer to SigmaRoc’s Policy on Anti Bribery & Corruption, available on sigmaroc.com 205-1 Operations assessed for risks related to corruption on page 169, See comment For further information refer to SigmaRoc’s Policy on Anti Bribery & Corruption, available on sigmaroc.com 205-2 Communication and training about anti-corruption policies and procedures on page 169, See comment For further information refer to SigmaRoc’s Policy on Anti Bribery & Corruption, available on sigmaroc.com 205-3 Confirmed incidents of corruption and actions taken on page 169 No incidents GRI 206: ANTI-COMPETITIVE BEHAVIOR 3-3 Management of material topics on pages 70, 120 For further information refer to SigmaRoc’s Policy on Competition Compliance, available on sigmaroc.com 206-1 Legal actions for anti-competitive behavior, anti-trust, and monopoly practices on pages 70, 120 For further information refer to SigmaRoc’s Policy on Competition Compliance, available on sigmaroc.com GRI 301: MATERIALS 3-3 Management of material topics on page 107 For further information refer to SigmaRoc’s Policy on Sustainability, available on sigmaroc.com 301-2 Recycled input materials used on page 107 For further information refer to SigmaRoc’s Policy on Sustainability, available on sigmaroc.com 301-3 Reclaimed products and their packaging materials on page 107 For further information refer to SigmaRoc’s Policy on Sustainability, available on sigmaroc.com GRI Index STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 131 GRI Index GRI 302: ENERGY 3-3 Management of material topics on page 105 For further information refer to SigmaRoc’s Policy on Sustainability, available on sigmaroc.com 302-1 Energy consumption within the organisation on page 105 302-2 Energy consumption outside of the organisation on page 105 302-3 Energy Intensity on page 105 302-4 Reduction of energy consumption on page 105 For further information refer to SigmaRoc’s Policy on Sustainability, available on sigmaroc.com GRI 303: WATER AND EFFLUENTS 3-3 Management of material topics on pages 110, 126, 127 303-1 Interactions with water as a shared resource on pages 110, 126, 127 303-2 Management of water discharge-related impacts on pages 110, 126, 127 303-3 Water withdrawal on pages 110, 126, 127 303-4 Water discharge on pages 110, 126, 127 303-5 Water consumption on pages 110, 126, 127 GRI 304: BIODIVERSITY 3-3 Management of material topics on pages 104-109, 126, 127 For further information refer to SigmaRoc’s Policy on Biodiversity, available on sigmaroc.com 304-2 Significant impacts of activities, products and services on biodiversity on pages 104-109, 126, 127 304-3 Habitats protected or restored on pages 104-109, 126, 127 GRI 305: EMISSIONS 3-3 Management of material topics on pages 96, 104, 126 305-1 Direct (Scope 1) GHG emissions on pages 96, 104, 126 305-2 Energy indirect (Scope 2) GHG emissions on pages 96, 104, 126 305-3 Other indirect (Scope 3) GHG emissions on pages 96, 104, 126 305-4 GHG emissions intensity on pages 96, 104, 126 305-5 Reduction of GHG emissions on pages 96, 104, 126 305-6 Emissions of ozone-depleting substances (ODS) N/A 305-7 Nitrogen oxides (NOx), sulfur oxides (SOx), and other significant air emissions on pages 96, 104, 126 GRI 306: WASTE 3-3 Management of material topics on pages 111, 126 306-1 Waste generation and significant waste-related impacts on pages 111, 126 306-2 Management of significant waste-related impacts on pages 111, 126 306-3 Waste generated on pages 111, 126 306-4 Waste diverted from disposal on pages 111, 126 GRI 307: ENVIRONMENTAL COMPLIANCE 3-3 Management of material topics on pages 96-104, 126, 127 307-1 Non-compliance with environmental laws and regulations on pages 96-104, 126, 127 No non-compliance incidents reported. GRI 401: EMPLOYMENT 3-3 Management of material topics See comment This data in not collected centrally, however it is monitored and managed at local level by individual business units. 401-1 New employee hires and employee turnover See comment Our employee turnover rate is c.5%, with new hires also at c.5%. We actively monitor workforce dynamics, ensuring a balance between retention and growth through strategic hiring, engagement, and development initiatives. GRI 403: OCCUPATIONAL HEALTH AND SAFETY 3-3 Management of material topics on pages 116, 117, 127 For further information refer to SigmaRoc’s Policy on Health and Safety, available on sigmaroc.com 403-1 Occupational health and safety management system on pages 116, 117, 127 For further information refer to SigmaRoc’s Policy on Health and Safety, available on sigmaroc.com 403-2 Hazard identification, risk assessment, and incident investigation on pages 116, 117, 127 For further information refer to SigmaRoc’s Policy on Health and Safety, available on sigmaroc.com 403-3 Occupational health services on pages 116, 117, 127 For further information refer to SigmaRoc’s Policy on Health and Safety, available on sigmaroc.com 403-4 Worker participation, consultation, and communication on occupational health and safety on pages 116, 117, 127 For further information refer to SigmaRoc’s Policy on Health and Safety, available on sigmaroc.com 403-5 Worker training on occupational health and safety on pages 116, 117, 127 For further information refer to SigmaRoc’s Policy on Health and Safety, available on sigmaroc.com 403-6 Promotion of worker health on pages 116, 117, 127 For further information refer to SigmaRoc’s Policy on Health and Safety, available on sigmaroc.com 403-7 Prevention and mitigation of occupational health and safety impacts directly linked by business relationships on pages 116, 117, 127 For further information refer to SigmaRoc’s Policy on Health and Safety, available on sigmaroc.com 403-8 Workers covered by an occupational health and safety management system on pages 116, 117, 127 For further information refer to SigmaRoc’s Policy on Health and Safety, available on sigmaroc.com 403-9 Work-related injuries on pages 116, 117, 127 For further information refer to SigmaRoc’s Policy on Health and Safety, available on sigmaroc.com GRI 413: LOCAL COMMUNITIES 3-3 Management of material topics on pages 110, 118, 126, 127 413-1 Operations with local community engagement, impact assessments, and development programs on pages 110, 118, 126, 127 413-2 Operations with significant actual and potential negative impacts on local communities on pages 110, 118, 126, 127 GRI 404: TRAINING AND EDUCATION 3-3 Management of material topics on page 113 This data in not collected centrally, however it is monitored and managed at local level by individual business units. GRI 406: NON-DISCRIMINATION 3-3 Management of material topics on pages 95, 118, 120 For further information refer to SigmaRoc’s Policies on Bullying & Harassment, Diversity & Inclusion available on sigmaroc.com STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 133 Last year marked our inaugural reporting under the Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022. Building on that foundation, we are pleased to present our second annual disclosure aligned with the Task Force on Climate-related Financial Disclosures (TCFD) recommendations for the year ended 31 December 2024. These disclosures are provided to meet the requirements of The Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022 (‘CFD requirements’), ensuring compliance with mandatory climate-related financial reporting obligations. We recognise that climate change presents both material risks and opportunities to our business and sector. Accordingly, the following report covers the Group’s well-established governance of climate change issues, its integration into our overall risk management processes, our strategies for managing climate-related risks and opportunities, and relevant metrics used to measure progress towards our climate targets. We have prepared this report with the support of external sustainability consultants, CEN-ESG, who have enhanced the analysis of our exposure to natural hazards with a detailed bottom-up site analysis using a geospatial climate hazard mapping tool. CROSS-REFERENCE TABLE FOR CFD DISCLOSURE COMPLIANCE To improve clarity and compliance, the table below outlines the CFD disclosure requirements and maps them to relevant sections/pages within the report: Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022 Requirement Relevant Section GOVERNANCE (a) A description of the Company governance arrangements in relation to assessing and managing climate- related risks and opportunities Governance STRATEGY (d) a description of: i. the principal climate-related risks and opportunities arising in connection with the Company operations, and ii. the time periods by reference to which those risks and opportunities are assessed Strategy (e) a description of the actual and potential impacts of the principal climate-related risks and opportunities on the Company business model and strategy Strategy (f) an analysis of the resilience of the Company business model and strategy, taking into consideration different climate-related scenarios Strategy RISK MANAGEMENT (b) a description of how the Company identifies, assesses, and manages climate-related risks and opportunities Risk Management METRICS & TARGETS (g) a description of the targets used by the Company to manage climate-related risks and to realise climate- related opportunities and of performance against those targets Metrics & Targets (h) a description of the KPIs used to assess progress against targets used to manage climate-related risks and realise climate-related opportunities and of the calculations on which the KPIs are based Metrics & Targets GOVERNANCE The CFD disclosures cover all SigmaRoc subsidiaries and operations. Board Level At SigmaRoc, climate-related governance has been well-integrated for several years. The Board has overall responsibility for sustainability issues including climate- related matters, and effective management of climate-related risks and opportunities as with all matters of Group strategy. The Board meets quarterly, and ESG, including climate- change, is a standing agenda item at all these meetings, with updates on climate-related issues presented by the Group ExCo Member (IMPROVE) and Group ESG Lead. Additionally, the Board considers climate-related issues, especially carbon emissions, when reviewing and guiding strategy, major plans of action, policies, annual budgets and business plans as well as setting the organisation’s performance objectives, monitoring implementation and performance, and overseeing major capital expenditures, acquisitions and divestiture. The Board is supported by committees including the Audit Committee, which assists in monitoring ESG performance and climate-related risks. In 2024, the development of science-based targets and the Road Map to Net Zero has been a particular focus of Board meetings and now drives the management of climate-related risks and opportunities through review of carbon emissions. The Board is responsible for approving TCFD disclosures and is also responsible for reviewing and signing off the risk register, including risks related to the environment and climate change. The Board does not currently receive formal training from third parties on climate-related issues, but receives information provided by the Group ExCo Member (IMPROVE), Group ESG Lead and other members of the Group when required. To ensure appropriate oversight of climate change is maintained as operations continue to expand, in April 2024 SigmaRoc appointed Francesca Medda as a Non-Executive Director. Francesca has a strong background in ESG and climate change. Furthermore, a dedicated ESG Committee was formed, including Independent Board and Executive Board members, the Group ExCo Member (IMPROVE) and Group ESG Lead. Nordkalk site in Gotland, Sweden Highlights Group at a Glance Investment Case Chairman’s Statement CEO’s Strategic Report 2024 Timeline of Key Events Key Developments About Us Regions Macro Conditions in the Market Key Measures and Statistics Chief Financial Officer’s Report Risk Systems Report Stakeholder Report ESG and Sustainability Report SECR Report SASB GRI Index TCFD Report TCFD Report STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 135 Management level At the direction of the Board, the Group ExCo Member (IMPROVE) and Group ESG Lead are assigned responsibility to assess, monitor and manage climate-related risks and opportunities alongside Group-level risk management. The Executive Committee meets monthly and the Group ExCo Member (IMPROVE) and Group ESG Lead are responsible for updating the Committee on climate-related issues and other ESG initiatives. The Group ExCo Member (IMPROVE) and Group ESG Lead are informed via ongoing dialogue with the managing directors from each of the business units, who monitor and report on general risks, strategic projects and operations, including climate-related issues, as necessary. Each business unit is also responsible for monitoring and feeding back the key aspects to be reported as defined by permits, legislation and frameworks. Data collection and monitoring is done through online process control systems, purchase orders, consumption meters etc. This includes statutory (e.g. NOx and SOx), and non-statutory aspects such as land, power and water use. Environmental data is collated through Group wide tools such as OneClick LCA and IBM Envizi. In 2024 SigmaRoc appointed a Group ESG Lead, assigned responsibility to assess, monitor and manage climate- related risks and opportunities alongside Group-level risk management. The Group ESG Lead manages an ESG & Climate Change Working Group with representatives across all operational regions, which meets quarterly to review progress across the Group and subsequently prepares and provides quarterly updates and reports to the Board and ESG Committee. RISK MANAGEMENT Climate-related risks are integrated into SigmaRoc’s risk management processes and are considered as part of the overall Group risk management (further details on page 68). The risk assessment considered existing and emerging risks and all risk categories outlined in the TCFD recommendations in relation to all of SigmaRoc’s operations as of 31 December 2024. Climate-related risks and opportunities were also considered across upstream and downstream supply chains. The process of reviewing/updating risks and opportunities is performed on an annual basis across the Group and combines both business unit level reporting and a global review of our physical and transition risk exposure. We assess these risks qualitatively, and where required, additional quantitative analysis is performed, for example for risks such as carbon pricing etc. In addition, as part of our risk management process, identified risks are periodically reviewed and mitigation measures assessed. Climate-related risk identification is performed both bottom- up, through a detailed assessment of risks affecting each individual site, and top-down, through a high-level assessment of strategic, transition and market risks pertinent to the Group and its sector. Additionally, risks are identified through discussion and engagement with primary investors, peer review and through a cross-functional process led by the Chief Financial Officer considering internal stakeholders such as H&S, ESG and the General Counsel. Site-level environmental risks, including climate change risks, are identified as part of operational risk assessments. These are conducted at a plant level and reviewed, assessed and monitored by regional Environmental and Industrial Direct teams. This year, the Group enhanced its site-level assessment of both chronic and acute physical climate- related risks using geospatial modelling software, which has provided greater detail and specificity for each individual site in the Group’s portfolio. Where material risks are identified, risk assessments are reviewed at divisional and Group level. Once identified, climate-related risks and opportunities are assessed and scored according to their likelihood and impact, to assess their relative magnitude relative to other risks. Impact is assessed based on quantitative and qualitative or reputational and financial risk according to the standard risk management thresholds. CRH ACQUISITIONS In 2024 SigmaRoc restructured its business to integrate the newly acquired sites into the risk management process. We successfully completed the acquisitions from CRH, adding new sites to our portfolio. After a thorough review, we found that our transition risks remain unchanged. These acquisitions are within the UK and EU and the same industry, facing similar regulatory, policy, and stakeholder pressures. This consistency allows us to maintain our strategic focus and continue our progress towards sustainability goals. STRATEGY Since the last TCFD report, SigmaRoc acquired the CRH assets, adding 17 material new sites to our portfolio. A detailed physical climate risk assessment has been conducted for these additional sites to ensure a comprehensive understanding of their exposure to climate hazards. Having assessed the climate-related hazards affecting the entire estate, SigmaRoc’s overall exposure to physical climate-related risks continues to be low. SigmaRoc’s exposure to transition risks is unchanged and driven mainly due to developing environmental regulation and stakeholder expectations in Europe. As detailed against each risk, SigmaRoc is progressing in our efforts to decarbonise our operations through energy efficiency, transition to renewable electricity, the development of carbon capture mechanisms and via strategic collaboration to minimise exposure such that any strategic and financial impacts from climate change are limited. Moreover, SigmaRoc considers itself at the forefront of the green transition by providing the materials that are essential to the green economy and will be enhancing its strategy to capitalise on these opportunities in the coming years. Likelihood is assessed based on the following thresholds: LIKELIHOOD 1 Remote Occurrence less frequently than once in 5 years 2 Probable Occurrence within 5 years 3 Frequent Occurrence within one year or more frequently Climate-related risks and opportunities were assessed against the following time horizons: From (years) To (years) Rationale SHORT-TERM 2022 2024 In line with strategic cycles (noting 2024 is year 3) MEDIUM- TERM 2025 2030 In line with medium-term time horizons followed by peers LONG-TERM 2031 2040 and beyond In line with the Road Map to Net Zero and the UK’s Net Zero by 2050 ambitions For assessing physical risk impacts, the underlying models are based on Representative Concentration Pathways (RCPs), which capture the concentrations of greenhouse gases that will increase radiative forcing (the difference between the incoming and outgoing radiation at the top of the atmosphere, measured in watts per square metre) by a forecast amount by 2100, relative to pre-industrial levels. TCFD Report OPERATIONS / STRATEGY RISKS, PROGRESS AND METRICS BUSINESS UNIT MANAGING DIRECTORS Operational responsibility for Climate Change, ESG and risk management at business unit level EXECUTIVE COMMITTEE Operational responsibility for Climate Change and ESG risk management at Group level BUSINESS MANAGEMENT BOARD BOARD Overall Climate Change & ESG responsibility CFO Monitoring Climate Change & ESG risks as part of Group risk performance GROUP EXCO MEMBER (IMPROVE) Executive sponsor for Climate Change and ESG risk management The following climate-related scenarios were examined, looking forward out. SCENARIO Mean Temperature increase RCP 2.6 a climate-positive pathway, likely to keep global temperature rise below 2 °C by 2100. Carbon emissions start declining by 2020 and go to zero by 2100. RCP 4.5 an intermediate and probably baseline scenario more likely than not to result in global temperature rise between 2 °C and 3 °C by 2100 with a mean sea level rise 35% higher than that of RCP 2.6. Many plant and animal species will be unable to adapt to the effects of RCP 4.5 and higher RCPs. Emissions peak around 2040, then decline. RCP 7.0 an increase in global mean surface temperature is estimated to increase by 3.6°C (2.8–4.6°C). In this scenario some regions suffer drastic environmental damage and Carbon emissions are expected to double by 2100 compared to 2015. RCP 8.5 a worst-case scenario where global temperatures rise between 4.1-4.8°C by 2100. This scenario is included for its extreme impacts on physical climate risks as the global response to mitigating climate change is limited. STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 137 TRANSITION RISKS REMAIN CONSISTENT Despite these acquisitions, SigmaRoc’s transition risks remain largely unchanged. All acquired sites are located within the UK and EU and subject to the same regulatory, policy and market pressures as existing operations. This consistency allows the Group to maintain its strategic focus and decarbonisation pathway without significant adjustments. RISK 1. Disruption due to fluvial and coastal flooding 2. Carbon pricing within operations 3. Carbon pricing in value chain 4. Operational decarbonisation 5. Failure to meet/ maintain expected ESG credentials TYPE Physical (Chronic and Acute) Transition (Current and Emerging Regulation) Transition (Current and Emerging Regulation) Transition (Technology) Transition (Reputation) AREA Own Operations Own Operations Downstream Own Operations Own Operations PRIMARY POTENTIAL FINANCIAL IMPACT Loss of revenue due to operational disruption Higher costs associated with energy and other inputs Higher costs associated with carbon tax on Scope 3 emissions Increased capex, increased operating costs Increased cost of capital, loss of investment TIME HORIZON Long Medium Medium Short/Medium Short/Medium LIKELIHOOD Medium High High Medium High LOCATION OR SERVICE MOST IMPACTED River Flood: Site specific, risk identified at 9 sites across operations. Sea level rise: Site specific, risk identified at 8 sites across operations. Group Group Group Group METRICS - Number of flooding incidents; - Days lost due to flooding incidents; and - Costs of flooding incidents. - Scope 1 & 2 emissions - Scope 3 emissions - GHG intensity; - Energy Intensity; - Total energy consumption; and - % alternative energy consumption (including renewables & Biofuels). - External ESG scores; and - Share Price. The following two climate-related scenarios were examined, looking forward out to 2050, to review our assessment of material transition risks and opportunities. - Net Zero 2050 (NZE): an ambitious scenario which sets out a narrow but achievable pathway for the global energy sector to achieve net zero carbon emissions by 2050. This meets the TCFD requirement of using a “below 2°C” scenario and is included as it informs the decarbonisation pathways used by the Science Based Targets initiative (SBTi), which validates corporate net zero targets and ambition; and - Stated Policies Scenario (STEPS): a scenario which represents the roll forward of already announced policy measures. This scenario outlines a combination of physical and transitions risk impacts as temperatures rise by around 2.5°C by 2100 from pre-industrial levels, with a 50% probability. This scenario is included as it represents a base case pathway with a trajectory implied by today’s policy settings. KEY RISKS The five key-climate related physical and transition risks identified in our previous report remain unchanged, and are as below. A detailed physical climate risk assessment has been conducted for the additional acquired sites, these additional sites to ensure a comprehensive understanding of their exposure to climate hazards. Key findings from this assessment include: FLUVIAL RISK EXPANSION Two additional sites have been identified as exposed to flood risk. While flooding risks were already a recognised issue within our portfolio, these acquisitions increase the number of at-risk sites requiring mitigation strategies. Overall the climate risk profile remains nearly unchanged. TCFD Report 1. DISRUPTION DUE TO FLUVIAL OR COASTAL FLOODING Following an assessment of climate-related hazards affecting the Group’s portfolio, flood risk exposure from rivers and sea level rise was identified for several sites. While 92% of the portfolio is at minimal risk of river flooding, 9 sites are currently in the highest flood risk zone and will remain in this risk bracket under all future scenarios and time horizons. Flooding is likely SigmaRoc’s most material physical risk at present due to its potential to destabilise assets. Sea level rise is a growing risk, with 8 sites at medium or high risk under RCP 2.6 and 4.5. Under a severe RCP 8.5 scenario, 7 of these sites would be exposed to high risk, with the final site exposed to extreme risk. Mitigation Mitigation of hydrological risks in some operations is already business as usual. Whereas some sites naturally drain and consequently remain dry, others require periodic de-watering. Historically the Group has found that water logging does not tend to stop operations altogether at an affected quarry, as work can be diverted to a different area of the quarry whilst groundwater is pumped away. Even in the event of downtime at a particular quarry, SigmaRoc has the capacity to rebalance activities across the network and therefore recoup any costs lost, admitting some transfer costs. Redundancy in stock is maintained across quarries, which could also remediate any downtime losses. All sites exposed to a medium/high risk of sea level rise are able to divert resources to alternative sites in the event of a storm surge event. None of the sites identified as being at risk of river flooding are material in terms of financial risk. In addition, the geospatial analysis only models regional flood defences at a handful of countries, so SigmaRoc’s risk exposure may be lower than indicated due to flood and storm defences that have not been accounted for. Further, sea level rise is likely only to materialise in the very long term and could therefore fall outside reasonable business planning horizons. Nordkalk, Pargas, Finland SIGMAROC ANNUAL REPORT 2024 SIGMAROC 139 STRATEGY GOVERNANCE FINANCE 2. CARBON PRICING WITHIN OPERATIONS The scope of carbon pricing (applied directly or indirectly) is expected to expand over the medium term, and the price of carbon is expected to rise. SigmaRoc is already exposed to the Emissions Trading Scheme (ETS), although does not fall under the Carbon Border Adjustment Mechanism (CBAM) so the loss of free allocation is less substantial than in other adjacent sectors, namely cement. Given the nature of the sector, SigmaRoc is a large emitter with greater limitations on its ability to decarbonise. Some operations will be particularly challenging to decarbonise, while machinery can be replaced with more efficient and cleaner models, substantial emissions (approximately 65- 75%) arise from the chemical reactions within kilns. Mitigation SigmaRoc is focused on the transition from fossil fuels to fossil free energy and biofuel, and improvements in operational efficiency such as efforts to reduce machinery idle time. The Group continues to install renewable energy capacity on site, upgrade and transition its vehicle fleet to HVO, conduct heat and power loss reviews of large assets, expand carbon capture and storage (CCS) infrastructure, and purchase fossil-free and renewable electricity via Energy Attribute Certificates (EACs). Capital expenditure to decarbonise operations, including the replacement of higher- emitting machinery, is largely covered by business-as-usual expenditure. In addition, SigmaRoc is able to pass on costs related to ETS credits through to customers in contracts. Addressing the challenge posed by chemical reactions in kilns is an ongoing challenge requiring further research and development. In the meantime, costs related to kilns can be passed through to customers in circumstances where sites are cohabited with customers. In addition, SigmaRoc actively monitors the evolution of the ETS Carbon Credit pricing and operates a rolling hedging strategy, typically spanning three years forward. It also expects to see similar strategies applied in take-over targets thereby ensuring alignment in the approach to both pass-through mechanisms and Carbon cost mitigation. 3. CARBON PRICING WITHIN VALUE CHAIN European carbon pricing policies may lead to higher operational costs for shipping, impacting distribution networks. Moreover, there is a concern that customers might be incentivised to procure materials from quarries located in less regulated jurisdictions, where carbon pricing is less stringent, potentially putting European suppliers at a competitive disadvantage. Mitigation SigmaRoc leverages the cohabitation of sites with customers to ensure more sustainable distribution practices. By strategically locating sites near key customers, the Group reduces the need for extensive shipping, mitigating the impact of carbon pricing on transportation. The Group can also avail itself to alternative transportation methods, particularly road, rail and sea transportation, depending on the overall cost. 4. OPERATIONAL DECARBONISATION SigmaRoc’s decarbonisation ambitions face a hurdle in potential localised grid capacity constraints, which may impede the electrification of operations. This may increase operating costs if reliance on pricier fuels, subject to carbon levies, becomes necessary or cannot be phased out sufficiently quickly. Additionally, the transition of machinery to electricity or biofuels carries the inherent risk of upfront costs. While these costs are strategically integrated into business-as-usual activities, they remain a critical aspect of natural machinery churn. There may however be limits on the availability of funding for such a transition, and potential constraints on the availability of such technology. More significantly, the development of carbon capture and storage (CCS) capabilities on the estate poses a distinct risk given that CCS investments do not align with routine equipment churn and require a focused financial strategy. Development of CCS capabilities will also depend on third parties. Mitigation Mitigation involves investment in on-site renewable electricity capacity installation and planned adaptation of machinery to ensure gradual shift minimising financial strain. 5. FAILURE TO MEET/MAINTAIN EXPECTED ESG CREDENTIALS There is a risk that failure to meet non-financial reporting expectations could lead to reduced access to capital and potential divestment. Further, failure to maintain customer expectations on sustainability performance could lead to loss of business and reputational damage, ultimately leading to lower revenue and difficulty winning new business. Mitigation Mitigation would largely involve continually improving sustainability reporting, improving sustainability engagement with stakeholders and increasing focus on sustainability. This may involve costs related to the application of additional internal sustainability resources, additional reporting and data management resource and systems. There may also be additional costs related to use of external sustainability consultants to assist in the Group’s reporting and regulatory obligations. TCFD Report Fels personnel in Kaltes Tal, Germany STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 141 1. IMPROVED OPERATIONAL EFFICIENCY Reducing energy consumption through a programme of efficiency and carbon reduction initiatives may decrease operating costs, increase operating margins and mitigate against the cost of future carbon pricing. Operational efficiency improvements have already been introduced across the Group and continue to be implemented both through dedicated programmes and business-as-usual activities. Examples include: - Metering and monitoring of fuel and electricity consumption; - Limiting machinery idling – through software analysis and optimisation of shift patterns; - Switching to more efficient fuels, such as the transition from coal and oil to biofuel and recycled fuel in the Nordic region; - Electrification – such as the replacement of diesel- powered water pumps and forklifts with electric alternatives; - Intensity innovations – such as trials of low temperature asphalt; - Efficiency upgrades of machinery; - Integrated artificial intelligence across workflows, optimising operations, decision-making, sustainability metrics, AI process control system has already been implemented at Kaltes Tal Kiln, proving to reduce the fuel consumption, improving cost management and minimising emissions; and - Consolidation of operations to improve efficiencies. Strategy to capitalise SigmaRoc is targeting energy intensity reductions of 2.5% by 2030 from a 2021 base year, for 100% of all manufactured products to utilise waste/recycled materials by 2025, and for 100% utilisation of all production materials by 2027. These targets are in excess of operational efficiency improvements that will be made as part of business-as-usual activities, such as the upgrade of machinery at the end of its lifespan to more efficient models. Efficiency improvements will increasingly be aided by technological advancements in the future. 2. TRANSITION TO GREEN ELECTRICITY Transition to green electricity, both through purchase of renewable grid electricity and through generation of renewable electricity onsite, presents another opportunity to reduce operating costs, especially as renewable electricity becomes increasingly inexpensive. Renewable energy installations will have the additional benefit of reducing the Group’s dependence on the electricity grid, thereby providing some comfort from any future energy price fluctuations and reducing any exposure to carbon pricing mechanisms. Strategy to capitalise SigmaRoc has published targets for 100% of third-party energy to be sourced from renewable sources by 2030. As part of the target, the Group is increasing its procurement of fossil-free and renewable electricity and the businesses will continue to expand renewable generation. The Group has an established programme of wind and solar installations to generate renewable electricity, including existing solar Key Opportunities Four key climate-related financial opportunities that could have a financial impact on the Group have been identified: OPPORTUNITY 1. Improved Operational efficiency 2. Transition to green electricity 3. Increased market share in products aiding the transition to a green economy 4. Resilience through innovation TYPE Resource Efficiency Energy Source Markets Resilience PRIMARY POTENTIAL FINANCIAL IMPACT Reduced operating costs Reduced operating costs Increased sales Reduced operating costs TIME HORIZON Short/Medium Medium Medium Medium LIKELIHOOD High High High Medium LOCATION OR SERVICE MOST IMPACTED Global Global Global Global METRICS - Energy intensity - Resource efficiency - Energy intensity - % renewable energy consumption - % of products that can be manufactured through “green” processes (e.g. use of cement alternatives in Greenbloc range) - New products to market - Innovation spend including R&D and technology such as MEVO - FTE hours dedicated to innovation photovoltaic capacity at Soignies and installations at Miedzianka and Wolica (Poland) and Dimension Stone (West) during 2022. Wind turbines have been installed at Soignies, and a successful feasibility study was undertaken for windmill construction at the Dimension Stone (West) site. In 2024 Photovoltaic capacity in Belgium was extended by an additional 2MWh. 3. INCREASED MARKET SHARE IN PRODUCTS AIDING THE TRANSITION TO A GREEN ECONOMY SigmaRoc is well-placed to capitalise on the net zero transition. Lime is a key resource for the green transition, with various applications such as for the production and recycling of lithium batteries, decarbonisation of construction and as natural carbon sinks. Additionally, SigmaRoc has developed a range of low-carbon products.,as well asstrategically investing in companies, each revolutionising the construction industry with next-generation sustainable technologies. Development of such product ranges may increase access to new clients and markets, as the demand for climate- friendly construction materials grows. This opportunity may be expected to manifest in the medium-term, although it depends on the extent to which national regulations keep pace with the green transition. Strategy to capitalise Continue to focus on expanding market-share of low-carbon products. Align offerings with evolving climate-friendly construction demands, with medium-term impact contingent on regulatory advancements. 4. RESILIENCE THROUGH INNOVATION Overall, there is a significant opportunity for the Group to continue to trial innovations in order to build and maintain climate resilience. The specific financial impacts will vary depending on the nature and outcomes of the trial, for example renewable energy programmes may help to reduce operational costs and thereby increase operating margins, whereas product-related trials may identify new product lines that may generate additional revenue. Strategy to capitalise Continue to target cost reduction and revenue generation through innovation trials and renewable energy initiatives. The Group anticipates that the return on investment in alignment of new and existing operations to new and more efficient machinery will be short. Additionally, as a Group comprised of many small business units, SigmaRoc can be more dynamic and reactive than its peers. Metrics & Targets SigmaRoc currently reports mandatory energy consumption, scope 1, scope 2 and Business Travel emissions for its UK-based operations as required under UK SECR regulation, alongside voluntary energy consumption and scope 1, scope 2 and Business Travel emissions across its European operations in excess of SECR requirements. SigmaRoc has also undertaken efforts to expand estimation its scope 3 footprint, establishing a team responsible for collecting and monitoring emissions data going forward. Reporting of scope 3 emissions is expected to become more comprehensive as greater confidence in data is achieved. The specific metrics used to monitor each of the climate- related risks and opportunities are noted in the relevant tables above. In addition, SigmaRoc reports against industry- specific SASB and GRI metrics including air emissions, water consumption and biodiversity impacts (on pages 126 and 128) as well as additional metrics to satisfy MSCI and other ESG rating agency requirements. In 2021, SigmaRoc launched its Road Map to Net Zero, committing the Group to achieving Net Zero across its operations (Scope 1 & 2) by 2040, through the following: - 2025 – All concrete products available in low carbon and ultra-low carbon; - 2025 – Carbon Capture Storage and utilisation trial plant operational; - 2025 – 100% of all manufactured products can utilise waste/recycled materials (Where industry specifications allow for it); - 2027 – 100% utilisation of all production materials; - 2030 – Alternative fuels used in mobile equipment; - 2030 – 2.5% reduction in energy intensity compared to the 2021 baseline; - 2030 – 100% third party energy sourced from renewable means; - 2032 – Alternative fuels used in fixed equipment (e.g. lime and asphalt); and - 2038 – All kilns are carbon neutral. Details on performance against these targets can be found on page 97. Delivery of the Road Map to Net Zero was a corporate objective linked to executive remuneration in 2022. Our Net Zero Roadmap can be found on page 100. TCFD Report Governance Fels quarry in Kaltes Tal, Germany Board Members Audit Committee Report Remuneration Committee Report Nomination Committee Report Corporate Governance Report Directors Report Statement of Directors’ Responsibilities Independent Auditor’s Report to the Members of SigmaRoc plc Definitions SIGMAROC ANNUAL REPORT 2024 SIGMAROC 143 STRATEGY GOVERNANCE FINANCE STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 145 Board Members MAX VERMORKEN CHIEF EXECUTIVE OFFICER Appointed to Board: August 2016 Independent: No Committees: Member of the Safety Committee Industry Expert: Yes Finance Expert: Yes ESG Expert: No Background: Prior to SigmaRoc, Max was strategic advisor to the CEO of LafargeHolcim Ltd (LafargeHolcim) Northern Europe, the world’s largest construction materials group. His role included responsibility for the merger of Lafarge SA and Holcim Ltd in the region involving the only Day 1 integration of the two businesses following the hive-down and integration of two large asset portfolios – a mix which included two cement plants and a multitude of down-stream aggregates and construction materials assets. Prior to working for LafargeHolcim, Max worked in private equity at Luxembourg-headquartered The Genii Group, where he reported directly to its founding principals. Max holds a PhD in Financial Economics as well as a MSc and GDP, in Civil Engineering from University College London. Additionally he graduated as Ingénieur de Gestion (Financial Economics) from Solvay Business School (University of Brussels). Other Directorships: Max is also a director of a consulting company Skyeye Consulting Limited. JAN VAN BEEK CHIEF FINANCIAL OFFICER Appointed to Board: January 2025 Independent: No Committees: None Industry Expert: Yes Finance Expert: Yes ESG Expert: No Background: Jan qualified as an accountant with Deloitte and led their international practice in the Netherlands. He subsequently built a distinguished career in senior finance roles within the minerals and chemicals industry based in Europe and the USA. During his time at Shell plc spin-out Hexion Jan was Global Finance Director and subsequently CFO of several divisions, comprising turnover of over USD 4bn and sales in 4 continents. At Hexion, Jan was jointly responsible for investor relations work in relation to USD 3bn NYSE listed bonds, their financing of multi-layered debt facilities as well as reporting work up to ultimate owner Apollo Global Management. At the end of his tenure with Hexion, Jan became CFO designate of a USD 2bn spin- out. Most recently Jan was Head of Finance at ASML, the world leading producer of machines for the semiconductor industry with a market capitalisation of EUR 250bn. Other Directorships: Stream Beheer BV. DAVID BARRETT EXECUTIVE CHAIRMAN Appointed to Board: August 2016 Independent: No Committees: Chairman of the ESG Committee; Member of the Nominations Committee Industry Expert: Yes Finance Expert: No ESG Expert: No Background: Co-founded London Concrete in 1997, subsequently building the business from one concrete plant in London to over a dozen plants around the capital. London Concrete was sold to Aggregate Industries and is currently the number one concrete supplier in London, with flagship projects such as the London Olympics, the Shard, the US embassy and the new Bloomberg building. Having previously worked with Pioneer, David retired from London Concrete in 2015 and is widely considered an expert in the industry. Other Directorships: David also holds directorships in various London based Companies including Thames Aggregates Limited, Thames Recycling Limited and Capital Concrete Limited. Our Board comprises an executive leadership team with extensive experience of the international aggregates industry, supported by experienced non-executive directors who bring strong governance disciplines and a valuable external perspective to our business. STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 147 SIMON CHISHOLM NON-EXECUTIVE DIRECTOR Appointed to Board: April 2020 Independent: Yes Committees: Chairman of Audit Committee; Chairman of the AIM and MAR Compliance Committee; Chairman of the Remuneration Committee; Member of the Nominations Committee Industry Expert: No Finance Expert: Yes ESG Expert: No Background: Simon is the founder and managing director of Feros Advisers, having previously been Head of Equity Capital markets at Redburn (Europe), a subsidiary of Rothschild & Co. Simon joined Berenberg in 2003 and established an office for them in London. Over the next 10 years Simon was one of the principal architects in building the business from 3 people in London to around 140 and establishing the bank as a recognised brand name in the global investment community. Before joining the sell-side, Simon was a fund manager investing in European equities first at Singer & Friedlander and then at Henderson Global Investors and ran European Smaller Companies investment products. After University Simon joined Coopers and Lybrand and qualified as a Chartered Accountant. Other Directorships: Simon is currently an active director at Feros Advisers Ltd and Whitefoord Ltd. JACQUES EMSENS NON-EXECUTIVE DIRECTOR Appointed to Board: April 2020 Independent: Yes Committees: Member of the Audit Committee; Member of the AIM and MAR Compliance Committee Industry Expert: Yes Finance Expert: Yes ESG Expert: No Background: Jacques was a Board member and Assistant to the Chairman of SCR-Sibelco N.V; a world leading materials solutions company specialising in sands and industrial minerals. He is a founding member of JPSeven and is a member of the Board of Sofina and numerous other companies. Jacques has a long history in defining and implementing strategies of industrial businesses. Jacques holds a degree in Business Administration from the European University of Antwerp, from the Université Libre de Bruxelles and from the London Chamber of Commerce and Industry and speaks French, Dutch and English. Other Directorships: Jacques holds directorships in multiple businesses including Le Pain Quotidien Brazil and Stalusa. TIM HALL NON-EXECUTIVE DIRECTOR Appointed to Board: April 2019 Independent: Yes Committees: Member of the Safety Committee; Member of the Remuneration Committee; Member of the ESG Committee. Industry Expert: Yes Finance Expert: No ESG Expert: No Background: Tim has spent his entire career in the aggregates industry, most recently as CEO of Breedon South, a business he helped build from inception and from which he retired in August 2017. Prior to this he was director of Tarmac Limited’s Western Area; managing director of Tarmac Western Limited, the company formed by Anglo American from the former assets of Nash Rocks, Tilcon and Tarmac. He spent the previous 27 years with Nash Rocks, latterly as managing director. Tim brings a wealth of experience and knowledge of the industry to the Board. Tim’s knowledge and network within the industry supports SigmaRoc’s growth in the aggregates and construction materials market in the UK. Other Directorships: Tim holds directorships in multiple businesses including Langsun Developments Limited, Brightwell’s EOT Trust, Guernsey Waste and Recycling Ltd HDD Developments Limited, AllStone Limited and T G Concrete Bridgnorth Limited. AXELLE HENRY NON-EXECUTIVE DIRECTOR Appointed to Board: March 2022 Independent: Yes Committees: Member of the AIM and MAR Compliance Committee Industry Expert: No Finance Expert: Yes ESG Expert: Yes Background: Axelle has served as Chief Financial Officer for Verlinvest Group, a Brussels-based international investment business, since April 2014 and also serves on the board of directors for a number of their private companies, as well as Nasdaq quoted Vita Coco. She has held a variety of senior executive positions, including as Deputy Chief Financial Officer of Groupe Bruxelles Lambert. Ms Henry has over 20 years’ experience in the Private Equity and Investment Sector, starting her career with KPMG as senior auditor. She holds degrees in commercial engineering from the Solvay Business School. Other Directorships: Axelle holds directorships in multiple businesses including subsidiaries of Verlinvest , Beverage Holdco Inc. and STAK Armonea. STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 149 Harries site in Bolton Hill, Wales PETER JOHNSON NON-EXECUTIVE DIRECTOR Appointment to Board: April 2024 Independent: Yes Committees: Chairman of the Nominations Committee; Member of the Remuneration Committee. Industry Expert: Yes Finance Expert: No ESG Expert: No Background: Peter was previously chief executive of George Wimpey plc and prior to that chief executive of The Rugby Group plc up to its acquisition by RMC Group and an executive Director of Redland plc for ten years. Most recently he has been Chairman at Electrocomponents plc and Wienerberger AG and was previously Chairman of DS Smith plc. Other Directorships: Lydd Properties Ltd. FRANCESCA MEDDA NON-EXECUTIVE DIRECTOR Appointment to Board: April 2024 Independent: Yes Committees: Member of the Audit Committee; Member of the ESG Committee. Industry Expert: No Finance Expert: Yes ESG Expert: Yes Background: Francesca Medda is a Professor of Applied Economics and Finance at UCL. Francesca coordinated the digital strategy and plan of the Italian Financial Conduct and Supervisory Authority, CONSOB. She has also served as an adviser to Defra and HM Treasury and is a vice president of the Parliamentary and Scientific Committee. Francesca has worked with both the private and public sectors, including The European Investment Bank, The World Bank, UNESCO, UN Habitat, Willis Re, Halcrow group, and International Association of Public Transport (UITP). Other Directorships: Institute of Finance and Technology. STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 151 The Company has an established framework of internal control, the effectiveness of which is regularly reviewed by the Audit Committee considering an ongoing assessment of significant risks facing the Company and the Group. The Audit Committee assists the Board in discharging its duties regarding the financial statements, accounting policies and the maintenance of proper internal business, and operational and financial controls. Key activities carried out in 2024 During the year, the Audit Committee met formally 2 times and discussed the following: - External audit tender process; - Audit planning; - Auditor’s fees and independence; - Auditor’s effectiveness; - Interim report and annual report - Internal audit; - Internal controls and risk management; - Taxation; - Going concern and viability statement; - Significant accounting matters; - Plans for transition to new accounting standards; - Whistleblowing; and - The Audit Committee’s terms of reference. MEETING ATTENDANCE The Audit Committee is made up of Independent Non- Executive Directors and shall meet not less than twice in each financial year. DIRECTOR Meetings attended Eligible to attend SIMON CHISHOLM 2 2 JACQUES EMSENS 2 2 FRANCESCA MEDDA (AUDIT COMMITTEE MEMBER FROM OCTOBER 2024) 1 1 COMMITTEE DUTIES The Audit Committee carries out the duties below for the Company, major subsidiary undertakings and the Group as a whole, as appropriate: - Monitor integrity of the financial statements and financial performance; - Review financial statements, significant financial returns to regulators and any financial information of a sensitive nature; - Review and challenge internal financial controls and risk management systems including the review of matters of a non-financial nature; - Review and challenge accounting policies, accounting methods and adherence to accounting standards; - Review and make recommendations with regards to the external auditor, including appointment, independence, objectivity, effectiveness, performance and remuneration; - Consult with the external auditor on the scope of their work and review all major points arising from the audit; and - Ensure fully functional whistleblowing policy. CHAIR STATEMENT The Audit Committee was chaired by myself and comprises of Jacques Emsens and Francesca Medda as the other members. The Committee has relevant financial experience at a senior level as set out in their biographies. The Audit Committee met 2 times formally in 2024 and also held informal discussions with the external auditor as appropriate. The principal activities of the Audit Committee in respect of the year ended 31 December 2024, and the way it discharged its responsibilities, were as follows: FINANCIAL STATEMENTS The Audit Committee reviewed and agreed the external auditor’s strategy and approach in advance of their audit for the year ended 31 December 2024, and reviewed reports on the outcome of the audit. The Audit Committee also reviewed the 2024 preliminary results announcement, the Annual Report, the 2024 interim results announcement and the 2024 interim report. SIGNIFICANT ACCOUNTING MATTERS During the year, the Audit Committee considered key accounting issues, judgements and disclosures in relation to the Financial Statements. The most significant of these was the risk of the carrying value of investments and the value of goodwill at Group level. The Audit Committee also received Audit Committee Report Simon Chisholm Non-Executive Director Fels site in Kaltes Tal, Germany Board Members Audit Committee Report Remuneration Committee Report Nomination Committee Report Corporate Governance Report Directors Report Statement of Directors’ Responsibilities Independent Auditor’s Report to the Members of SigmaRoc plc Definitions STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 153 Audit Committee Report communications from management and the external auditor on a few other accounting matters, including the value of inventory, the valuation of mineral reserves and resources, revenue recognition and restoration provisions. GOING CONCERN AND VIABILITY The Audit Committee reviews supporting papers from management to support the going concern and viability statements set out on page 175. This includes sensitivity analysis over key assumptions. Following this review, the Audit Committee recommended to the Board the approval of both statements. EXTERNAL AUDITOR The external auditor, PKF, attends meetings of the Audit Committee. The provides the Audit Committee the opportunity to meet with the external auditor without the executive directors being present to create a forum to raise any matters of concern in confidence and together discusses and agrees the scope of the audit plan for the full year. The external auditor reports on the control environment in the Group, key accounting matters and mandatory communications. The Audit Committee also receives and reviews a report from the external auditor setting out to its satisfaction how its independence and objectivity is safeguarded when providing non-audit services. The value of non-audit services provided by PKF in respect of the year ending 31 December 2024 amounted to £nil (2023: £600,000, principally in respect of tax services and due diligence and transactional services). During the year there were no circumstances where PKF was engaged to provide services prohibited by the FRC’s 2019 ethical standard or which might have led to a conflict of interest. The Audit Committee continues to be satisfied with the work of PKF and that they continue to remain objective and independent. Zahir Khaki is serving his fourth year as audit partner. INTERNAL AUDIT The Group does not have a formal internal audit function, and the CFO performs a number of activities that an internal audit function would perform. The Audit Committee receives regular formal updates covering planned activities, findings of reviews performed and updates on agreed actions from previous reviews. The Audit Committee considers this is appropriate given the close involvement of the executive directors and senior management on a day-to-day basis. However, the need for an internal audit function will be kept under review by the Audit Committee on behalf of the Board. This report was approved by the Board on 14 March 2025. Simon Chisholm Nordkalk site in Pargas, Finland STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 155 The Remuneration Committee has been charged by the Board to ensure that the Group’s pay and benefits practices are competitive, able to attract high calibre people and to ensure those people are suitably incentivised to perform and remain with the Group over the long term. The Board is ultimately responsible for the Group’s remuneration policy. The role of the Remuneration Committee is to determine the terms of employment for the executive directors and senior management of the Group within the framework established by the Board. KEY ACTIVITIES CARRIED OUT IN 2024 During the year, the Remuneration Committee met formally four times and discussed the following: - Executive remuneration; - Annual bonuses; - Pay and benefit levels across the Group; - Remuneration review and shareholder consultation; - Long term incentives; - The Remuneration Committee report; and - Review of the Committee’s terms of reference. MEETING ATTENDANCE DIRECTOR Meetings attended Eligible to attend SIMON CHISHOLM 4 4 TIM HALL 4 4 PETER JOHNSON (REMUNERATION COMMITTEE MEMBER FROM OCTOBER 2024) 1 1 COMMITTEE DUTIES The Remuneration Committee is responsible for: - Determining and agreeing with the Board the framework or broad policy for the remuneration of the executive officers and other senior managers; - Taking into account all factors which it deems necessary including the level of the Company’s remuneration relative to other companies to ensure that members of the Company are provided with appropriate incentives to encourage enhanced performance and are, in a fair and reasonable manner, rewarded for their individual contributions to the success of the Company; and - Determining each year whether awards will be made, and if so, the overall amounts of such awards, the individual awards to executive directors and other senior executives and the performance targets to be used. CHAIR STATEMENT I am pleased to present the Remuneration Committee report for the year ended 31 December 2024 and can confirm that all aspects of executive remuneration are in order. We undertook a comprehensive review of our remuneration policy in 2021, which included advice from advisers and consultation with certain Shareholders, to ensure it was appropriate given SigmaRoc’s growth to date combined with the future growth and development ambition of the Group. The focus of 2024 has been on continued implementation of the policy and ensuring pay outcomes fairly reflect the increased complexity and performance of the Group and take into consideration external macroeconomic conditions. This report comprises three sections: this Annual Statement, the Policy Report which summarises our current remuneration policy, and the Annual Report on Remuneration which sets out the amounts earned by directors in 2024, and how we propose to apply the policy in the future. During the year there was a change to the annual bonus structure which is documented below on page 156. At the 2025 AGM, Shareholders will have the opportunity to vote on the Directors’ Remuneration Report and we look forward to your continued support. 2024 BUSINESS PERFORMANCE 2024 was another busy, challenging and very successful year for the Group. The Group was able to deliver further improved profitability in challenging economic conditions, whereby volumes declined 4% LFL, while simultaneously delivering on the transformative CRH Lime Acquisitions. From a purely financial perspective, in 2024, for continuing and discontinued operations, the Group delivered revenue of £997.6 million, underlying EBITDA of £224.6 million, underlying profit before tax of £119.7 million and underlying EPS of 8.35p. This is an increase YoY to underlying EPS of 3% and exceeded the market consensus estimate of 7.6p by 10%, an exceptional achievement. The Group also had strong cash generation, closing the year with £132.3 million (continuing and discontinued operations) which kept Covenant Leverage at 2.1x, which reduced from earlier guidance of 2.3x at 30 June 2024. The Group also maintained its excellent health & safety standards and delivered on the aforementioned transformative acquisitions. 2024 REMUNERATION OUTCOMES In 2021 the Committee undertook a complete review of our remuneration policy in conjunction with our advisers, and in consultation with certain shareholders, to ensure it was appropriate given SigmaRoc’s growth to date combined with the future growth and development ambition of the Group. A key outcome of the review, and which was specifically directed by input from shareholders, was to measure variable executive director compensation on EPS, rather than EBITDA, as it currently provides a more complete assessment of the Group’s financial performance. Remuneration Committee Report Underground mining at Nordkalk site, Finland Board Members Audit Committee Report Remuneration Committee Report Nomination Committee Report Corporate Governance Report Directors Report Statement of Directors’ Responsibilities Independent Auditor’s Report to the Members of SigmaRoc plc Definitions STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 157 As a result, the annual bonuses have since been primarily based on underlying EPS with additional performance conditions pertaining to corporate objectives – this year focussing on delivery of the CRH Lime Acquisitions. In 2022 and 2023 underlying EPS performance measure was weighted at 75% and corporate objectives at 25%, however given the significance of the CRH Lime Acquisitions in 2024 these were adjusted to 50% each. The 2024 underlying EPS targets were set in early 2024, following confirmation of market consensus estimates, and the maximum target set required an out performance relative to market expectations of 5% or more. At the outset of 2024 the market consensus estimate for the Group’s full year EPS was 6.3p. This was based on the Group including CRH Deal 1 only as that was all that had been completed at the time, therefore the maximum target was 6.6p. Following completion of CRH Deal 2 and then CRH Deal 3, the consensus estimate for the Group’s full year EPS was revised up to 7.4p, therefore the maximum target was increased to 7.8p. As noted in the 2024 business performance review, the Group performed very strongly despite numerous challenges, achieving underlying EPS of 8.35p, being 7% ahead of the maximum target set and this measure, applying to 50% of the overall bonus, was therefore achieved in full. The remaining 50% of the overall bonus pertained to corporate objectives, and this year was focused on acquisition and integration of the CRH Lime Acquisitions plus improvement in the Group’s carbon emission intensity. Specific targets and their relative weighting were set as follows: TYPE Description Weight SYNERGIES Communication to market of a minimum of €30m of identified & verified synergies 12.5% M&A Acquisition & integration of CRH Deal 2 12.5% M&A Acquisition & integration of CRH Deal 3 12.5% ESG YoY improvement in carbon emissions intensity 12.5% At publication of the FY23 results, the Group confirmed it had identified and verified a minimum of €30 million in synergies to be delivered during or before FY27. The Group then guided that figure up to €35 million in September when it published its interim FY24 results and then as part of these Accounts, and following completion of CRH Deal 3, the Group has confirmed it has identified a minimum of €40 million in verified synergies. The Group completed the acquisition of CRH Deal 2 on 27 March 2024 and CRH Deal 3 on 2 September 2024 and both businesses were successfully integrated into the Group, thereafter, as demonstrated by the Group’s strong financial performance for the year. In terms of ESG, the Group reported a YoY improvement of 8% and 46% from the 2021 baseline in its carbon emission intensity. Therefore, the 50% of the overall bonus pertaining to corporate objectives was achieved in full in 2024. The Committee carefully considered whether the annual bonus outcome reflects the underlying performance of the business, as well as the experience of shareholders and other stakeholders during the year and whether any discretion should be exercised. In doing so, the Committee specifically considered health & safety performance of the Group, factored in broader financial performance (revenue, EBITDA, EBITDA margins, free cash flow, CapEx and ROIC) and overall delivery of strategy. The Committee was satisfied that the bonus outcome was fair, and no discretion was exercised. 2024 POLICY APPLICATION For 2024, the Committee implemented the policy established in 2021 as follows: - Review of executive director salaries to ensure they remain commensurate, taking into consideration the recent inflationary macroeconomic environment, and the fact that the executive directors did not receive any adjustments to their salaries in 2022 or 2023; - No change to benefits or pension arrangements; - The annual bonus opportunity will continue to be 125% of salary for executive directors and, as noted above, be based now at 50% on underlying EPS and 50% for corporate objectives, with suitable safety standards being maintained as an override; and - Assessment of the performance measures to determine vesting of the initial PSP awards granted in October 2021. SHAREHOLDERS’ AND EMPLOYEE’S VIEWS We are very grateful for the views received from major shareholders and seek to engage with shareholders on a continuous basis on remuneration matters. I can be contacted via the Company Secretary should you have any questions on this report or more generally in relation to the Group’s approach to remuneration. While SigmaRoc applies the QCA Code, the Board considers the principles and provisions in the UK Corporate Governance Code. Under the main code, companies are required to establish a mechanism for gathering the views of the workforce on all matters, including pay. The Board has considered carefully the most effective way of achieving this and has appointed its General Counsel, Anthony Brockbank, as the Group’s workforce representative, reporting to the Board on all workforce engagement matters. Remuneration Committee Report REMUNERATION AT A GLANCE The key elements of executive directors’ remuneration packages and our approach to implementation in 2024 are summarised below: 2023 2024 FIXED PAY Salary (annual base) - Chairman £390,0001 - CEO £475,000 - CFO £390,0001 - Chairman no change - CEO increase to £550,000 - CFO no change Pension - 10% of salary - no change Benefits - includes private medical and car allowance - no car allowance provided anymore ANNUAL BONUS Maximum opportunity - 125% of salary - no change Performance measures - 75% underlying EPS - 25% corporate objectives - Safety overrides entire bonus outcome - Committee has absolute discretion to adjust bonus outcome Due to significance of the CRH Lime Acquisitions during the year performance measure allocations were adjusted as follows: - 50% underlying EPS - 50% corporate objectives SHARE BASED INCENTIVES Award level - none - no change Performance measures - n/a - n/a SHAREHOLDING GUIDELINES In employment - 75% of salary - no change 1 Inclusive of car allowance which was adjusted into annual base rather than additional taxable benefit in 2023 REMUNERATION OUTCOMES FOR 2024 Summary of incentive outcomes ANNUAL BONUS Weighting % of maximum achieved % of bonus achieved UNDERLYING EPS 50% 100% 50% CORPORATE OBJECTIVES 50% 100% 50% SAFETY Overarching n/a n/a Overall, bonuses of 125% of salary became payable to executive directors. POLICY REPORT PERFORMANCE MEASURED BENEFITS Remuneration performance measures are selected to align with the Group’s key performance indicators and the interests of shareholders. Performance targets are set so that they are stretching to achieve maximum pay-out but also ensure excessive risk exposure is mitigated. The Remuneration Committee sets targets that are aligned with the Company’s strategy as well as both external expectations and the economic environment. If there are changing circumstances, such as material acquisitions or changes in market conditions, the Committee retains the ability to adjust or amend performance measures and targets to ensure that they are relevant and to ensure they still incentivise whilst minimising excessive risk exposure. BASE SALARY Our objective is to provide a competitive base salary reflective of the skills and experience of the relevant individual. These are reviewed annually or on a significant change of responsibilities or change in market practice or a change in the size or complexity of the business. The Remuneration Committee also takes into account external market data and pay and employment conditions elsewhere in the Group and industry when considering increases to base salary levels. There are no performance criteria associated with receiving this benefit. STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 159 Remuneration Committee Report ANNUAL CASH BONUS To incentivise the delivery of annual financial, strategic and safety objectives, executive directors and senior management may participate in the annual bonus scheme. The Remuneration Committee sets performance measures and targets at the start of the financial year, or later if appropriate, and based on the performance, bonuses are paid in cash shortly after the completion of the audit of the annual results. The executives’ annual bonus arrangements are focused on the achievement of the Company’s short- and medium- term financial objectives, with financial measures selected to closely align the performance of the executive directors with the strategy of the business and with shareholder value creation. Where non-financial objectives are set, these are chosen to support the delivery of the longer-term strategic milestones and which link to those KPIs of most relevance to each director’s individual responsibilities. For executive directors, the maximum opportunity is 125% of salary. This level of incentive opportunity reflects the Committee’s desire to retain a high proportion of remuneration on variable pay (which is not pensionable). Financial measures will normally determine the majority or all of the bonus opportunity and the balance may be based on non-financial, strategic, personal and/or ESG-related objectives. Where possible, a graduated scale of targets is normally set for financial measures, with no pay-out for performance below a threshold level of performance. Any payment is discretionary and will be subject to the achievement of stretching performance targets and annual bonus may be reduced or eliminated if safety performance or accident records deteriorate or reach unacceptable levels. PERFORMANCE SHARE PLAN In conjunction with the acquisition of Nordkalk in August 2021, a Performance Share Plan was proposed to drive performance of the Group and delivery of the Group’s long- term objectives, aid retention of key personnel and align directors’ interests with those of shareholders. The PSP, together with any other share incentive plan(s), is limited to no more than 10% of the issued ordinary share capital of the Company over a ten-calendar year period. The initial awards under the Performance Share Plan (referend to henceforth as PSP) were made to the executive directors and certain senior management, with the allocations determined by the Remuneration Committee. The PSP is subject to meeting EPS growth and TSR criteria, with the first vesting attained following the financial year ended 31 December 2023. The EPS measure was based on growth in underlying EPS over the performance period. The target range was a sliding scale set at the time of award, taking account of internal and external forecasts, to encourage continuous improvement and incentivise the delivery of stretch performance. The TSR measure takes the total return received by the Group’s Shareholders in terms of share price growth over a three-year period and compares it with the total returns received by shareholders in companies within a predetermined and appropriate comparator group. The Remuneration Committee’s intention is to reward only TSR performance which outperforms the comparator group. Subsequent awards may be granted by the Remuneration Committee within six weeks following the Company’s announcement of its financial results for any annual or six month period. The Remuneration Committee may also grant awards at any other time when it considers there to be exceptional circumstances which justify the granting of awards (for example, in the case of recruitment). An employee may not receive such subsequent awards in any financial year in respect of Ordinary Shares having a market value in excess of 150% of their annual base salary in that financial year. As a general rule, an award will lapse upon a participant’s termination of employment within the Group, with certain exceptions permissible solely at the discretion of the Remuneration Committee (death, injury, ill-health, redundancy etc). The Performance Share Plan awards were approved by Shareholders at a general meeting of the Company on 2 August 2021. NEW OPTION PLAN In connection with the CRH Lime Acquisitions, on 4 January 2024 the Company adopted the New Option Plan (to be known as the ‘SigmaRoc plc Share Option Plan 2023’) in order to incentivise the executives and senior management of the Group and align their interests with those of Shareholders. Key terms of the New Option Plan are as follows: - Administration and eligibility: The Remuneration Committee administers the plan. Any Group employee, including executive directors, can participate at the Committee's discretion, with additional eligibility criteria for tax-qualified options; - Operation and terms: The plan will operate only once, granting options conditional on Admission (being admission of the enlarged Group to trading on AIM on 4 January 2024) as a one-off in connection with the proposals. It's not expected that future grants will be made under this plan unless deemed exceptional by the Remuneration Committee. No payment is required for the grant of these options, which are not transferable except upon death or with Remuneration Committee consent; - Grant details: New options have been granted for a total of 56,373,757 Ordinary Shares, representing 5.1% of the Company’s issued share capital upon grant. The final amount granted under the New Option Plan is higher than what was published in the Admission Document, however executive director allocations have not changed, as the Admission Document figure had not taken into account the change in the placing price and resultant increase in Ordinary Shares. The exercise price is set at 60 pence per share, and options vest on the third anniversary of the date of grant being 4 January 2027; - Plan limits: The plan operates within the Company's existing 10% dilution limits over a ten-year period, including new issue, treasury or market-purchased Ordinary Shares; - Timing of grants: New options were granted on 4 January 2024, with no further grants planned unless under exceptional circumstances; - Corporate events and leaving employment: Provisions detail how options are affected by corporate changes or employment termination, allowing for early vesting or adjustments in certain scenarios; - Malus and clawback: The Remuneration Committee may apply these provisions for material misstatements of financial results, errors, misconduct, corporate failure, or reputational damage, affecting unexercised options or requiring repayment of shares received; - Participants’ rights and shares: New options don't confer shareholder rights until exercised, and shares allotted will rank equally with existing shares except for prior record date rights; and - Amendments and termination: The plan can be amended by the Remuneration Committee with participant and shareholder consent under certain conditions, ensuring no adverse changes to participant terms without majority consent and maintaining compliance with the employees' share scheme definition under the Companies Act 2006. PENSION Pensions are provided to aid recruitment and retention by allowing the executive directors to make provision for long- term retirement benefits. These are comparable with similar roles in similar companies. Executive directors are currently entitled to receive 10 per cent of their base salary with a cap of £40,000 per financial year. There are no performance criteria associated with receiving this benefit. OTHER BENEFITS The Group also provides competitive and cost-effective benefits that may include private medical insurance, car allowance, employee benefits insurance and the reimbursement of certain travel costs. There are no performance criteria associated with receiving these benefits. All our UK employees, over 500, have been offered both private medical insurance and group life assurance. Our benefits provider commented that the uptake of this offering from our employees was unprecedented, with many adding family members. SigmaRoc has also engaged MUFG Corporate Markets to set up a share incentive plan for all UK employees, an offering we already have in the Channel Islands. Under the terms of the SIP, each eligible employee can contribute from salary to purchase Ordinary Shares. We are continuing to investigate share plans for our European operations. NON-EXECUTIVE DIRECTORS Non-executive directors each receive a market rate basic fee, subject to time commitment requirements, for holding the office of non-executive director which is set by the Board as a whole. Non-executive directors no longer participate in any incentive scheme, share scheme or pension arrangement (except for minimum statutory requirements), but may be eligible to receive benefits such as the use of secretarial support, travel costs or other benefits that may be appropriate. Service agreements / letters of appointment of Directors and loss of office Each of the directors has a service agreement or letter of appointment with the Company as follows: DIRECTOR Date joined Notice Director Notice Company DAVID BARRETT 22 August 2016 12 months 12 months MAX VERMORKEN 22 August 2016 12 months 12 months JAN VAN BEEK 13 May 2024 6 months 6 months TIM HALL 18 April 2019 6 months 6 months SIMON CHISHOLM 20 April 2020 6 months 6 months JACQUES EMSENS 20 April 2020 6 months 6 months AXELLE HENRY 26 April 2022 6 months 6 months PETER JOHNSON 13 April 2024 6 months 6 months FRANCESCA MEDDA 13 April 2024 6 months 6 months When it comes to payments and loss of office, the Board will always look to act in the shareholders’ interest. NOTICE PERIODS AND PAYMENTS IN LIEU OF NOTICE The maximum notice period for executive directors is 12 months, however the Committee retains the right to terminate an executive director’s service agreement by making a payment in lieu of notice. The payment will include salary, cost of benefits and loss of pension provision for the notice period (or the unexpired portion of it). Annual bonus The payment of a bonus for the year in which the executive director leaves is determined by the Remuneration Committee, taking into consideration their contribution up to the leaving date and normal pro-rating for time in service during the year. Other payments In appropriate circumstances, other payments may also be made, such as in respect of accrued holiday and outplacement and legal fees. RECRUITMENT POLICY The Remuneration Committee will seek to ensure that when appointing a new executive director, their remuneration arrangements are in the best interests of the Company, and not more than is appropriate. The Committee will determine a new executive director’s remuneration package in line with the policy set out above, however discretionary awards may be made in appropriate circumstances, such as: - An interim appointment to fill a role on a short-term basis; STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 161 Remuneration Committee Report - Provide relocation, travel and subsistence payments; - Reflect remuneration arrangements provided by a previous employer; and - Reimbursement of costs incurred as a consequence of resigning from their previous employment. EXTERNAL APPOINTMENTS FOR EXECUTIVE DIRECTORS The Company recognises that its executive directors may be invited to become non-executive directors of other companies. Such non-executive duties can broaden a director’s experience and knowledge which can benefit SigmaRoc. Subject to approval by the Board, executive directors are allowed to accept non-executive appointments, provided that these appointments are not likely to lead to conflicts of interest, and the Committee will consider its approach to the treatment of any fees received by executive directors in respect of non-executive roles as they arise. CONSIDERATION OF SHAREHOLDERS’ VIEWS The Committee is committed to an ongoing dialogue with shareholders and welcomes feedback on directors’ remuneration. The Committee seeks to engage directly with major shareholders and their representative bodies on changes to the policy. The Committee will also consider shareholder feedback received in relation to the remuneration-related resolution to be put forward at this year’s AGM. This, together with any additional feedback received from time to time (including any updates to shareholders’ remuneration guidelines), is then considered as part of the Committee’s annual review of remuneration policy and its implementation. In its 2021 review of executive remuneration the Committee conducted a comprehensive consultation exercise which elicited feedback from the Company’s largest shareholders. The Committee was very grateful for the views received. The feedback, which was largely positive, was used constructively to shape our remuneration arrangements. CONSIDERATION OF EMPLOYMENT CONDITIONS ACROSS THE GROUP The Committee closely monitors the pay and conditions of the wider workforce, and the design of the directors’ remuneration policy is informed by the policy for employees across the Group. While employees are not formally consulted on the design of the directors’ remuneration policy, the Board will receive views through our designated workforce representative on a variety of areas including pay. DIFFERENCES IN PAY POLICY FOR EXECUTIVE DIRECTORS COMPARED TO EMPLOYEES As for the executive directors, general practice across the Group is to recruit employees at competitive market levels of remuneration, incentives and benefits to attract and retain employees, accounting for national and regional talent pools. When considering salary increases for directors, the Committee considers salary increases and pay and employment conditions across the wider workforce. The pension contribution for executive directors is consistent with that for the general workforce. Senior employees can earn annual bonuses for delivering exceptional performance, with corporate performance measures aligned to those set for the executive directors. All UK based employees, including the executive directors, have the opportunity to participate in the tax-approved share incentive plans. There are some differences in the structure of the remuneration policy for the executive directors compared to that for other employees within the organisation, which the Committee believes are necessary to reflect the differing levels of seniority and responsibility. At senior levels, remuneration is increasingly long-term, and ‘at risk’ with an increased emphasis on performance-related pay and share- based remuneration. This ensures the remuneration of the executives is aligned with both the long-term performance of the Company and the interests of Shareholders. ANNUAL REPORT ON REMUNERATION The remuneration of the executive directors for the year ended 31 December 2024 was as shown in the table below: 31 December 2024 EXECUTIVE DIRECTORS Directors’ fees £'000 Bonus £'000 Taxable benefits £'000 Pension benefits £'000 Total £'000 DAVID BARRETT 390 488 - 40 918 MAX VERMORKEN 550 688 - 40 1,278 GARTH PALMER 390 488 - 40 918 1,330 1,663 - 120 3,114 The remuneration of the executive directors for the year ended 31 December 2023 was as shown in the table below: 31 December 2023 EXECUTIVE DIRECTORS Directors’ fees £'000 Bonus £'000 Taxable benefits £'000 Pension benefits £'000 Total £'000 DAVID BARRETT 375 469 15 22 881 MAX VERMORKEN 475 594 15 48 1,132 GARTH PALMER 375 469 15 33 892 1,225 1,532 45 103 2,905 Options were issued to the Executive Directors on 4 January 2024 and the fair value has been recognised in the accounts in accordance with IFRS 2. For further information please refer to note 29. In 2024, the first tranche of LTIP’s granted in 2021 vested and the fair value has been recognised in the accounts in accordance with IFRS 2. None of these options have been exercised. For further information please refer to note 29. Reflecting the strong financial performance of the Group in a challenging year, the earnings outcome for the year was ahead of the maximum EPS target of 7.8p. As a result, the EPS measure was achieved in full. Based on a bonus opportunity of 125% of base salary, and a 50% weighting against the EPS condition, performance against this measure delivered a bonus outcome of 62.5% of base salary. CORPORATE OBJECTIVES (50% OF THE TOTAL BONUS) The remaining 50% of the overall bonus pertained to corporate objectives, and this year was focused on acquisition and integration of the CRH Lime Acquisitions plus improvement in the Group’s carbon emission intensity. Specific targets and their relative weighting were set as follows: TYPE Description Weight SYNERGIES Communication to market of a minimum of €30m of identified & verified synergies 12.5% M&A Acquisition & integration of CRH Deal 2 12.5% M&A Acquisition & integration of CRH Deal 3 12.5% ESG YoY improvement in carbon emission intensity 12.5% At publication of the FY23 results, the Group confirmed it had identified and verified a minimum of €30 million in synergies to be delivered during or before FY27. The Group then guided that figure up to €35 million in September when it published its interim FY24 results and then as part of these Accounts, and following completion of CRH Deal 3, the Group has confirmed it has identified a minimum of €35 million in verified synergies. The Group completed the acquisition of CRH Deal 2 on 27 March 2024 and CRH Deal 3 on 2 September 2024 and both businesses were successfully integrated into the Group thereafter, as demonstrated by the Group’s strong financial performance for the year. In terms of ESG, the Group reported a YoY improvement of 8% and 46% from the 2021 baseline in its carbon emission intensity. The 50% of the overall bonus pertaining to corporate objectives was therefore achieved in full in 2024. Overall, the bonus outcome for the year, taking into account financial performance and the delivery of corporate objectives, was 100% of the maximum. The overall bonus for the year in service as a director was as follows: David Barrett – 125% of base salary Max Vermorken – 125% of base salary Garth Palmer – 125% of base salary The Remuneration Committee believes these outcomes fairly reflect the performance of the business over the 2024 financial year. ANNUAL BONUS FOR 2024 The annual bonus opportunity for each executive director was 125% of base salary (pro-rated for service). The 2024 annual bonus was based on the achievement of stretching underlying EPS targets for 50% with the remaining 50% based on corporate objectives. Underlying EPS (50% of the total bonus) THRESHOLD LEVEL OF UNDERLYING EPS Maximum level of underlying EPS Actual level of underlying EPS Bonus earned (percentage of max) 6.2p 7.8p 8.35p 100.0% STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 163 Remuneration Committee Report PERFORMANCE SHARE PLAN The PSP was granted under the PSP in October 2021, with awards vesting subject to a performance condition based on underlying EPS growth for the year ending 31 December 2023 and TSR over a three-year period relative to the AIM 100 index. In September 2024, the Remuneration Committee met to consider the performance of the executive management team in relation to the performance conditions set within the PSP. The Committee concluded that the management team delivered above expected performance in relation to the EPS performance condition as defined in the PSP, reaching 8.12p for the year 2023. As a result of this performance, the Remuneration Committee considered the EPS performance condition of the PSP as satisfied for the year ended 31 December 2023. The Committee further concluded that the management team delivered above expected performance in relation to the TSR performance condition as defined in the PSP, whereby SigmaRoc’s TSR for the 3 year period from 31 August 2021 to 31 August 2024 was down 13%, whereas the AIM100 index over the same period was down 43%. Consequently, Part I awards vested on 31 August 2024, with Part II to vest on 31 August 2025 and Part III on 31 August 2026. No PSP awards were granted in 2024. SHARE INCENTIVE PLAN During 2024, the SIP trustee purchased (using the cash contributions made by employees) a total of 77,258 Ordinary Shares at an average price of 67.28 pence per share. BENEFICIAL INTERESTS Beneficial interests of directors, their families and trusts in Ordinary Shares of the Company at 31 December 2024 were: Ordinary Shares Vested options Unvested options Ordinary Shares as % of salary Holding guideline met? DAVID BARRETT 3,940,234 7,201,494 8,817,875 429% Yes MAX VERMORKEN 1,037,561 15,547,869 19,841,323 81% Yes GARTH PALMER 829,666 7,245,874 - 90% Yes TIM HALL 442,282 750,000 - n/a n/a SIMON CHISHOLM - - - n/a n/a JACQUES EMSENS - - - n/a n/a AXELLE HENRY - - - n/a n/a PETER JOHNSON 110,062 - - n/a n/a FRANCESCA MEDDA - - - n/a n/a In 2022 the Committee introduced a minimum shareholding guideline for executive directors, whereby they are expected to build and maintain a shareholding equivalent to 75% of their base salary. Current holdings of Ordinary Shares by the executive directors represent cash investments made by them into the Company and no Ordinary Shares that they currently hold have been granted to them by the Company in connection with their employment. When that changes the Committee will reassess the minimum shareholding guideline and revise accordingly. CEO REMUNERATION The total remuneration figures, including annual bonus and vested PSP awards (shown as a percentage of the maximum that could have been achieved) for the CEO for each of the last five financial years are shown in the table below. YEAR CEO CEO total remuneration £’000 Annual bonus pay-out against maximum opportunity % PSP vesting rates % 2024 Max Vermorken 1,278 100.0 33% 2023 Max Vermorken 1,132 100.0 n/a 2022 Max Vermorken 1,148 100.0 n/a 2021 Max Vermorken 1,223 100.0 n/a 2020 Max Vermorken 938 177.0 n/a 1 Entitled to 100% but voluntarily offered to reduce due to COVID pandemic while achieving Group targets set prior to COVID pandemic. IMPLEMENTATION OF POLICY IN 2025 Base salaries Current base salaries for executive directors were established as part of the Committee review in 2021. The Committee carefully considered base salaries for executive directors during 2024 and has proposed the following changes to be effective in 2025: EXECUTIVE DIRECTOR Base Salary 2024 £'000 Base Salary 2024 £'000 DAVID BARRETT 390 495 MAX VERMORKEN 550 675 GARTH PALMER1 390 n/a JAN VAN BEEK2 n/a 400 1 Resigned on 31 December 2024 2 Appointed to the Board on 1 January 2025 The Committee also undertook a review of salaries across the broader Group toward the end of 2024 to ensure they remain commensurate, particularly given recent global inflationary trends and resulting cost of living pressures. Inflation rates by country, across multiple reference dates, were compared to recent and proposed changes to Group workforce salaries and wages. While severity of, and responses to, cost-of-living increases varied by country across the Group, the Committee was satisfied that the changes implemented to date, and where applicable, those that were proposed, were fair and reasonable. Non-Executive Directors’ Fees The basic fee for the non-executive directors for 2024 was £70,000 and a change to £75,000 for 2025 is proposed. The senior independent non-executive director will receive an increment of £10,000. Non-executive directors that chair a committee will receive an additional fee of £5,000 for each committee chaired. Annual bonus For 2025, the executive directors will have the opportunity to earn a bonus of up to 150% of their base salary. The bonus will be subject to stretching performance conditions based on underlying EBITDA, free cash flow generation and delivered synergies combined (75%) and corporate objectives (25%). The performance targets contain confidential information and so are not disclosed on a prospective basis. The Committee propose to disclose the targets, and performance against them, retrospectively as was the case in 2024. PSP AWARDS The Committee does not expect to grant any further awards under the PSP in 2025. PROPOSED POLICY CHANGE COMMENCING 2025 In an ongoing effort to ensure that the executive compensation supports our strategy of delivering long-term sustainable performance that benefits all of our stakeholders, the remuneration committee has conducted a compensation review of the Company’s senior management. The specific areas for consideration were the total compensation of the Chief Executive, Executive Chairman and the Chief Financial Officer. For comparative purposes, companies considered were the constituents of the FTSE 250 Construction and Materials segment, which is consistent with the companies considered in the 2021 Committee review. Full details will be drafted and circulated in anticipation of approval at the upcoming AGM on 1 May 2025. This report was approved by the Board on 14 March 2025. Simon Chisholm Nordkalk site in Pargas, Finland STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 165 The Nomination Committee keeps the leadership of the Group under review and ensures the Board can govern effectively now and in the future. KEY ACTIVITIES CARRIED OUT IN 2024 During the year the Nomination Committee concluded its search for potential independent non-executive director candidates to be appointed to the Board to bolster the Company’s corporate governance. The Nomination Committee also assessed potential candidates for the CFO succession. COMMITTEE DUTIES The duties of the Nomination Committee are as follows: - To be responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise; - Evaluate the balance of skills, knowledge and experience on the Board; - Keep up to date and fully informed about strategic issues and commercial changes affecting the Group and the market in which it operates; - Give full consideration to succession planning for both executive and non-executive directors and other senior management in the course of its work, taking into account the challenges and opportunities facing the Company and what skills and expertise are therefore needed on the Board in the future; - Regularly review the structure, size and composition (including the skills, knowledge and experience) required of the Board compared to its current position and make recommendations to the Board with regard to any changes; - Keep under review the leadership needs of the organisation, both executive and non- executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace; and - The Nomination Committee shall make recommendations to the Board as regards plans for succession for both executive and non-executive directors. Nomination Committee Report CHAIR STATEMENT "It is a pleasure to be the Chairman of the Nomination Committee in a business that is exponentially growing. I look forward to supporting the Group in ensuring that we have the best executive and senior management teams in place that suit the strategy, business model and culture of SigmaRoc." This report was approved by the Board on 14 March 2025. Peter Johnson Independent Non-Executive Director Peter Johnson Independent Non-Executive Director Poundfield precast concrete products Board Members Audit Committee Report Remuneration Committee Report Nomination Committee Report Corporate Governance Report Directors Report Statement of Directors’ Responsibilities Independent Auditor’s Report to the Members of SigmaRoc plc Definitions STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 167 The Directors recognise the importance of sound corporate governance. As a Company whose shares are traded on AIM, the Board has decided to comply with the QCA Code. In addition, the Directors have adopted a code of conduct for dealings in the shares of the Company by directors and employees and are committed to maintaining the highest standards of corporate governance. Simon Chisholm, in his capacity as Senior Independent Director, has assumed responsibility for ensuring that the Company has appropriate corporate governance standards in place and that these requirements are followed and applied within the Company as a whole. The corporate governance arrangements that the Board has adopted are designed to ensure that the Company delivers long term value to its Shareholders and that Shareholders have the opportunity to express their views and expectations for the Company in a manner that encourages open dialogue with the Board. The Board recognises that its decisions regarding strategy and risk will impact the corporate culture of the Company as a whole and that this will impact the performance of the Company. The Board is very aware that the tone and culture set by the Board will greatly impact all aspects of the Company as a whole and the way that employees behave. A large part of the Company’s activities are centred upon what needs to be an open and respectful dialogue with employees, customers and other stakeholders. Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Company successfully to achieve its corporate objectives. The Board places great importance on this aspect of corporate life and seeks to ensure that this flows through all that the Company does. The key governance related matters that occurred during the financial year ended 31 December 2024 were: 1. Appointing two new independent NEDs to the Board. 2. Updating Board committee structures in line with best practice. 3. Succession planning for Group CFO. 4. Adoption of Bullying & Harassment, Board Diversity and Freedom of Association policies. CORPORATE GOVERNANCE REPORT The QCA Code sets out 10 principles that should be applied. These are listed below together with a short explanation of how the Company applies each of the principles: Corporate Governance Report Nordkalk site in Tytyri, Finland Board Members Audit Committee Report Remuneration Committee Report Nomination Committee Report Corporate Governance Report Directors Report Statement of Directors’ Responsibilities Independent Auditor’s Report to the Members of SigmaRoc plc Definitions STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 169 PRINCIPLE ONE Establish a strategy and business model which promote long- term value for shareholders Strategy and purpose: The Company invests in and acquires businesses in the lime and minerals sector. The principal activity of the Group is the production of lime and minerals products. The Group’s aim is to create value for shareholders through the successful execution of its strategy in the lime and minerals sector. Lime and limestone are key resources in the transition to a more sustainable economy. New applications for lime and limestone products as part of a drive for sustainability include the production and recycling of lithium batteries, the decarbonisation of construction including through substitution of cementitious material and new building materials, and environmental applications including lake liming, air pollution and direct air capture. Business model: The Group’s business plan is to acquire high quality and well managed quarried materials assets in the lime and minerals sector, providing the Group with a strong operating platform, diversified income streams and stable cash flows in order to grow the Group and execute on its strategy further. The Group is run as a commercially minded business, seeking to return an increase on investment capital to shareholders. SigmaRoc seeks to create value by purchasing assets in fragmented markets and extracting efficiencies through active management and by forming the assets into larger groups. It seeks to de-risk its investments through the selection of projects with strong asset backing. The Group seeks to implement operational efficiencies that improve safety, enhance productivity, increase profitability and ultimately create value for shareholders. PRINCIPLE TWO Seek to understand and meet shareholder needs and expectations Shareholder dialogue: The Company remains committed to listening and communicating openly with its shareholders to ensure that its strategy, business model and performance are clearly understood. Understanding what analysts and investors think about the Company, and in turn, helping these audiences understand the Company’s business, is a key part of driving the business forward and the Company actively seeks dialogue with the market. The Company does so via investor roadshows, attending investor conferences, hosting capital markets days and through regular reporting. Private Shareholders: The AGM is the main forum for dialogue between retail shareholders and the Company. The Directors routinely attend the AGM and are available to answer questions raised by shareholders. The results of the AGM are subsequently published on the Company’s corporate website. In addition, the Company has engaged with Investor Meet Company, a technology platform that allows presentations and Q&A between Company management and private investors. Regular updates have been made on this platform throughout the year. Other ad hoc presentations to private investors have been made in the year. Institutional Shareholders: The Company actively seeks to build relationships with institutional shareholders through calls, presentations and visits. Shareholder relations are managed primarily by the CEO and the Head of Investor Relations, but the Executive Chairman and Senior Independent Non-Executive Director are also available to meet with major shareholders to discuss issues of importance. The Directors and Investor Relations team completed over 200 presentations with investors in 2024. PRINCIPLE THREE Take into account wider stakeholder and social responsibilities and their implications for long-term success Engagement: Engaging with stakeholders strengthens relationships and helps make better business decisions to deliver on commitments. The Company is regularly updated on wider stakeholder engagement feedback to stay abreast of stakeholder insights into the issues that matter most to them and the Group’s business, and to enable the Board to understand and consider these issues in decision-making. With shareholders, suppliers and customers, employees are one of the most important stakeholder groups and employees’ engagement surveys and feedback are closely monitored. Employees, contractors and suppliers: The Group has established a safe and healthy work environment, which complies with the relevant occupational health & safety laws. The Group ensures that the workforce is provided with sufficient training to develop the appropriate skills and knowledge to complete the tasks requested of them. For the sake of occupational health & safety, all contractors and sub-contractors are treated in exactly the same manner as employees. Communities: The Group has supported and given back to the community by participating in a selection of projects in recent years. Further details of the Group’s environmental, social and governance related initiatives for the year are detailed in the ESG and Stakeholder Reports included in these Accounts. Modern slavery: As part of our mission to “do the right thing” we oppose modern slavery in all its forms and work to prevent it by any means that we can. We expect anyone who has any suspicions of modern slavery in our business or our supply chain to raise their concerns without delay. PRINCIPLE FOUR Risk management, embed effective risk management, considering both opportunities and threats, throughout the organisation Risk register: To assist the Board with effectively managing risk across the Group, the Company has established a risk register which is reviewed periodically. Internal control: The Company has an established framework of internal control, the effectiveness of which is regularly reviewed by executive management, the Audit Committee and the Board, in light of an ongoing assessment of significant risks facing the Company and the Group. The Company recognises that maintaining sound controls and discipline is critical to managing the downside risks to its business plan. The Board has ultimate responsibility for the Group’s system of internal control and for reviewing its effectiveness. The Audit Committee assists the Board in discharging its duties regarding the financial statements, accounting policies and the maintenance of proper internal business, and operational and financial controls. The Board presently considers that the internal controls in place are appropriate for the size, complexity and risk profile of the Group. PRINCIPLE FIVE Maintain the board as a well-functioning, balanced team led by the chair Board composition: The Board comprises the Executive Chairman, two Executive Directors, and six Non-Executive Directors, all of whom are deemed independent. The Board considers, after careful review, that the Independent Non- Executive Directors bring an independent judgement to bear. The biographies and details of committee membership of the members of the Board can be found on the Company’s website: sigmaroc.com/investors/board The Board is satisfied that it has a suitable balance between independence and knowledge of the Group and its operations to discharge its duties and responsibilities effectively. The Board receives periodic updates from the management team. All Directors are encouraged to use their independent judgement and to challenge all matters, whether strategic, operational or financial. Membership of the Board, its activities, performance and composition are subject to periodic review. Conflicts of interest: The Company has effective procedures in place to monitor and deal with conflicts of interest. The Board is aware of the other commitments and interests of its directors, and changes to these commitments and interests are reported to, and, where appropriate, agreed with, the rest of the Board. Formal quarterly meetings and meetings DIRECTOR Attended Eligible to attend MAX VERMORKEN 4 4 DAVID BARRETT 4 4 GARTH PALMER 4 4 SIMON CHISHOLM 4 4 JACQUES EMSENS 4 4 TIM HALL 3 4 AXELLE HENRY 4 4 PETER JOHNSON 3 3 FRANCESCA MEDDA 2 3 PRINCIPLE SIX Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities Suitability: The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable. The Board is satisfied that given its size and stage of development, between the Directors, it has an effective and appropriate balance of skills and experience across technical, commercial and financial disciplines. The Company complies with the QCA Code and full biographical details of the Directors and their skills and experience can be found on the Company’s website: sigmaroc.com/investors/board Appointment, removal and re-election: The Nominations Committee makes decisions regarding the appointment and removal of Directors, and there is a formal, rigorous and transparent procedure for appointments. Independent advice: All Directors are able to take independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense. In addition, the Directors have direct access to the advice and services of the Company Secretary and Chief Financial Officer. PRINCIPLE SEVEN Evaluate board performance based on clear and relevant objectives, seeking continuous improvement Appraisal: The Chairman assesses the individual contributions of each member of the Board to ensure that their contribution is relevant and effective; they are committed; and where relevant, they have maintained their independence. An evaluation of the Board will be carried out annually and on a three-yearly cycle. The evaluations may be facilitated by an independent evaluator. The Remuneration Committee will compare the performance of the Board with the requirements of its charter, the Company vision and KPIs. Succession: Succession planning is considered by the Board as a whole. The Board will annually review and make recommendations relating to talent management and succession planning for the Board and the CEO. PRINCIPLE EIGHT Promote a corporate culture that is based on ethical values and behaviours Code of conduct: The Board has adopted a code of conduct which provides a framework for ethical decision-making and actions across the Group. The code of conduct reiterates the Group’s commitment to integrity and fair dealing in its business affairs and its duty of care to all employees, contractors and stakeholders. Each Board member’s adherence to the Group’s code of conduct is assessed as part of the annual Board review and appraisal. Anti-corruption and bribery: The Board has adopted an anti- corruption and bribery policy to further ensure honest and ethical conduct of employees. The Company also provides Corporate Governance Report STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 171 periodic training to employees to ensure they are aware of their responsibilities in relation to bribery and corruption. The Company has a zero-tolerance approach to bribery and corruption. The Company’s General Counsel is responsible for monitoring compliance with and maintaining the anti- corruption and bribery policy. Other policies: The Board has adopted further policies to promote the values of the Group and encourage honest and ethical conduct of employees. These policies are available on the Company’s website: sigmaroc.com/investors/policies PRINCIPLE NINE Maintain governance structures and processes that are fit for purpose and support good decision-making by the board Board programme: The Board is responsible for approving the Company strategy and policies, for safeguarding the assets of the Group, and is the ultimate decision-making body of the Company in all matters except those that are reserved for specific shareholder approval. The Board meets formally at least four times each year in accordance with its scheduled meeting calendar and maintains regular dialogue between Board members, in particular between the CEO, the Chairman and the non- executive Board members. The Board also meets informally once per month to receive updates from the CEO and CFO with regard to financial and operational performance. The Board and its Committees receive appropriate and timely information prior to each meeting, with a formal agenda being produced for each meeting, and Board and Committee papers distributed several days before meetings take place. Roles and responsibilities: There is a clear division of responsibility at the head of the Company between the Chairman and the CEO. The Board is supported by the Audit, Remuneration, AIM and MAR Compliance, ESG and Nominations committees. Each committee has access to such resources, information, and advice as it deems necessary, at the cost of the Company, to enable the committee to discharge its duties. As the Group grows and develops the Board will periodically review its corporate governance framework to ensure it remains appropriate for the size, complexity and risk profile of the Group. PRINCIPLE TEN Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders Communication: The Company attaches great importance to providing shareholders with clear and transparent information on the Company's activities, strategy and financial position through the Annual Report and Accounts, full-year and half-year announcements, the Annual General Meeting (AGM) and one-to-one meetings with large existing or potential new shareholders. The Company announces significant developments via various outlets including the London Stock Exchange’s Regulatory News Service (RNS). The Company makes its policies and the terms of reference for its committees available on its website. The Board receives regular updates on the views of shareholders through briefings and reports from the CEO and the Company’s brokers. The Company communicates with institutional investors frequently through briefings with management. In addition, analysts’ notes and brokers’ briefings are reviewed to achieve a wide understanding of investors’ views. Corporate Governance Report CDH bluestone workshop in Soignies, Belgium STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 173 The Directors present their report, together with the audited Financial Statements, for the year ended 31 December 2024. PRINCIPAL ACTIVITIES The principal activity of the Company is to make investments and/or acquire businesses and assets in the lime and minerals sectors. The principal activity of the Group is the production of lime and minerals products. BOARD COMPOSITION AND HEAD OFFICE The Board comprised of three Executive Directors and six Non-Executive Directors at year end. The Corporate Head Office of the Company is in London, UK. RISK MANAGEMENT The Board is responsible for the Group’s risk management and continues to develop policies and procedures that reflect the nature and scale of the Group’s business. Further details of the key areas of risk to the business identified by the Group are included on pages 68 to 73. Details of the Group’s financial risk management policies are set out in Note 3 to the Financial Statements. RESULTS AND DIVIDENDS For the year to 31 December 2024, the Group’s underlying profit before tax was £117.6 million (2023: £65.8 million) while total profit before tax was £44.5 million (2023: £23.2 million) and underlying profit after tax was £98.1 million (2023: £58.8 million) while total profit after tax was £28.6 million (2023: £16.7 million). Recognising the Group’s strategy and current position on its journey, the Directors are not proposing to adopt a dividend policy yet, however, this will be reviewed once the Group’s Covenant Leverage is below 1.5x. STATED CAPITAL Details of the Company’s shares in issue are set out in Note 28 to the Financial Statements. DIRECTORS The following Directors served during the year: DIRECTOR Position DAVID BARRETT Chairman MAX VERMORKEN Chief Executive Officer GARTH PALMER Chief Financial Officer (Resigned December 2024) TIM HALL Independent Non-Executive Director SIMON CHISHOLM Independent Non-Executive Director JACQUES EMSENS Independent Non-Executive Director AXELLE HENRY Independent Non-Executive Director PETER JOHNSON Independent Non-Executive Director (Joined April 2024) FRANCESCA MEDDA Independent Non-Executive Director (Joined April 2024) Directors Report DIRECTORS & DIRECTORS’ INTERESTS The Directors who served during the year ended 31 December 2024 are shown below and had, at that time, the following beneficial interests in the shares of the Company: 31 DECEMBER 2024 31 DECEMBER 2023 Ordinary Shares Vested Options Ordinary Shares Vested Options MAX VERMORKEN 1,037,561 15,547,869 827,034 11,807,349 DAVID BARRETT 3,940,234 7,201,494 3,434,180 5,638,674 GARTH PALMER 829,666 7,245,874 671,776 3,326,014 TIM HALL 442,282 750,000 400,176 750,000 SIMON CHISHOLM - - - - JACQUES EMSENS - - - - AXELLE HENRY - - - - PETER JOHNSON 110,062 - - - FRANCESCA MEDDA - - - - Further details on options can be found in Note 29 to the Financial Statements. Details on the remuneration of the Directors can be found in Note 10 to the Financial Statements. David Barrett and board members on site visit in Germany Board Members Audit Committee Report Remuneration Committee Report Nomination Committee Report Corporate Governance Report Directors Report Statement of Directors’ Responsibilities Independent Auditor’s Report to the Members of SigmaRoc plc Definitions STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 175 Directors Report SUBSTANTIAL SHAREHOLDINGS The Company is aware that, as at 14 March 2025, other than the Directors, the interests of Shareholders holding three per cent or more of the issued share capital of the Company were as shown in the table below: SHAREHOLDER Shares held Percentage of holdings FMR 111,485,453 10.0% CAPITAL RESEARCH GLOBAL INVESTORS 89,188,362 8.0% CONVERSANT CAPITAL 65,947,368 5.9% INVESCO 49,369,862 4.4% BGF 46,105,973 4.1% RETTIG GROUP 44,229,181 4.0% JANUS HENDERSON 44,140,337 4.0% SLATER INVESTMENTS 37,630,812 3.4% POLAR CAPITAL 33,788,173 3.0% INHERITANCE TAX Shares in AIM quoted trading companies or a holding company of a trading group may, after a 2-year holding period, qualify for Business Property Relief for United Kingdom inheritance tax purposes, subject to the detailed conditions for the relief. From 6 April 2026, this will be capped at £1 million and assets over £1 million will be subject to 50% relief. However, it is recommended shareholders get their own tax advice. Investors should note that Business Property Relief would cease to be available if the Company’s shares were to become listed on an HMRC designated stock exchange, for example, the Main Market of the London Stock Exchange. EMPLOYEES By being responsible for their own businesses, that are aligned with the overall Group’s strategy, employees are fully aware of their impact and contribution as they are inherently responsible for their own success. The Group and each business are committed to employing the best they can, not only in skills and competence but also in their softer skills, regardless of who they are or where they have come from. Once engaged, each employee is nurtured and developed locally with opportunities within each business and platform offered openly. POLITICAL CONTRIBUTION The Group did not make any contributions to political parties during either the current or the previous year. ANNUAL GENERAL MEETING The AGM will be held at The Chesterfield Mayfair Hotel, 35 Charles Street, London W1J 5EB on 1 May 2025 at 3:00 pm. The formal notice convening the AGM, together with explanatory notes on the resolutions contained therein, is included in the separate circular accompanying this document and is available on the Company’s website at sigmaroc.com. VIABILITY STATEMENT The Directors have assessed the viability of the Group over a period to December 2029. This is the same period over which financial projections were prepared for the Group’s strategic financial plan. In making their assessment the Directors have considered the Group’s current position and the potential impact of the principal risks and uncertainties set out on pages 68 to 73 on its business model, future performance, solvency or liquidity. They also stress-tested their analysis by running several credible scenarios and considered the availability of mitigating actions. Based on this assessment, the Directors confirm that they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period to 31 March 2026. In making this statement, the Directors have assumed that financing remains available and that mitigating actions are effective. CORPORATE RESPONSIBILITY Environmental SigmaRoc undertakes its activities in a manner that minimises or eliminates negative environmental impacts and maximises positive impacts of an environmental nature. Health and safety SigmaRoc operates a comprehensive health and safety programme to ensure the wellness and security of its employees. The control and eventual elimination of all work- related hazards require a dedicated team effort involving the active participation of all employees. A comprehensive health and safety programme is the primary means for delivering best practices in health and safety management. This programme is regularly updated to incorporate employee suggestions, lessons learned from past incidents and new guidelines related to new projects, with the aim of identifying areas for further improvement of health and safety management. This results in continuous improvement of the health and safety programme. Employee involvement is regarded as fundamental in recognising and reporting unsafe conditions and avoiding events that may result in injuries and accidents. Internal controls Group’s control environment for any shortfalls during the year. Since the Group was established, the Directors are satisfied that, given the current size and activities of the Group, adequate internal controls have been implemented. Whilst they are aware that no system can provide absolute assurance against material misstatement or loss, considering the current activity and proposed future development of the Group, continuing reviews of internal controls will be undertaken to ensure that they are adequate and effective. Further details on corporate governance can be found in the Corporate Governance Report on page 166. Going concern The Group meets its day-to-day working capital and other funding requirements through cash and banking facilities, which were renewed in November 2023 and further optimised in February 2025. More information can be found on page 197. The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and, therefore, continue to adopt the going concern basis in preparing the Annual Report and Financial Statements. Further details on their assumptions and their conclusion thereon are included in the statement on going concern included in Note 2.3 to the Financial Statements. Directors’ and officers’ indemnity insurance The Company has made qualifying third-party indemnity provisions for the benefit of its Directors and officers. These were made during the year and remain in force at the date of this Annual Report. EVENTS AFTER THE REPORTING PERIOD Events after the reporting period are set out in Note 38 to the Financial Statements. POLICY AND PRACTICE ON PAYMENT OF CREDITORS The Group agrees on terms and conditions for its business transactions with suppliers. Payment is then made in accordance with these terms, subject to the terms and conditions being met by the supplier. As at 31 December 2024, the Company had an average of 43 days (2023: 53 days) of purchases outstanding in trade payables and the Group had an average of 43 days (2023: 62 days). FUTURE DEVELOPMENTS Details of future developments for the Group are disclosed in the Chairman’s Statement on page 14 and the CEO’s Strategic Report on page 16. PROVISION OF INFORMATION TO AUDITOR So far as each of the Directors is aware at the time this report is approved: - There is no relevant audit information of which the Group's auditor is unaware; and - The Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information. AUDITOR PKF Littlejohn LLP has signified its willingness to continue in office as auditor. This report was approved by the Board on 14 March 2025. Jan van Beek STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 177 The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable laws and regulations, including the AIM Rules for Companies. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the Group and Company Financial Statements in accordance with UK-adopted International Accounting Standards (UK-adopted IAS). Under company law the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company, and of the profit or loss of the Group for that period. In preparing these Financial Statements, the Directors are required to: - Select suitable accounting policies and then apply them consistently; - Make judgments and accounting estimates that are reasonable and prudent; - State whether applicable UK-adopted IAS have been followed, subject to any material departures disclosed and explained in the financial statements; and - Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the Financial Statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and Company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website, sigmaroc.com. Legislation in the United Kingdom governing the preparation and dissemination of the Financial Statements may differ from legislation in other jurisdictions. The Company is compliant with AIM Rule 26 regarding the Company’s website. The Directors confirm that they have complied with the above requirements in preparing the Financial Statements. Statement of Directors’ Responsibilities Fels site in Munchehof, Germany Board Members Audit Committee Report Remuneration Committee Report Nomination Committee Report Corporate Governance Report Directors Report Statement of Directors’ Responsibilities Independent Auditor’s Report to the Members of SigmaRoc plc Definitions STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 179 Independent Auditor’s Report to the Members of SigmaRoc plc OPINION We have audited the financial statements of SigmaRoc plc (the ‘Company’) and its subsidiaries (the ‘Group’) for the year ended 31 December 2024 which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated and Company Statements of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards and as regards the Company financial statements, as applied in accordance with the provisions of the Companies Act 2006. In our opinion: - The financial statements give a true and fair view of the state of the Group’s and of the Company’s affairs as at 31 December 2024 and of the Group’s profit for the year then ended; - The Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards; - The Company financial statements have been properly prepared in accordance with UK-adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and - The financial statements have been prepared in accordance with the requirements of the Companies Act 2006. BASIS FOR OPINION We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities 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 the UK, including the FRC’s Ethical Standard as applied to listed entities, and 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 the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the Group’s and Company’s ability to continue to adopt the going concern basis of accounting included: - Obtaining the directors’ going concern assessment and evaluating the appropriateness of this assessment; - Obtaining cashflow forecasts covering at least a twelve-month period from the approval of the financial statements, ascertaining the key inputs and assumptions in the preparation of this forecast/budget and assessing the reasonableness of such assumptions; - Comparing previous forecasts to actual performance to assess management’s forecasting accuracy; - Agreeing the key inputs to the forecasts and/or budgets to the underlying supporting documentation; - Agreeing the year-end cash balances to the opening working capital position within the forecasts and/or budgets; - Testing the mathematical accuracy of the forecasts including stress testing the key inputs and assumptions; and - Reviewing of external market factors affecting the Group and the Company and their future economic viability, such as the energy transition, and ensuring they are appropriately reflected in management’s forecasts. The risks that we considered most likely to affect the financial resources or ability to continue operations over the going concern assessment period were: - The ability of the Group and Company to comply with debt covenants; - Rising inflation impacting expenditures, cost of sales and operating cashflows; and - The failure to achieve forecasted revenue growth. We considered these risks through a review of the application of reasonably foreseeable downside scenarios. We found the going concern disclosure in note 2.3 to be appropriate and give a reasonable description of the assessment of going concern supported by the underlying cashflow forecasts reviewed as part of our work in this area. 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’s and Company’s ability to continue as a going concern for a period of at least twelve months from 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. OUR APPLICATION OF MATERIALITY The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and to evaluate the effect of misstatements, both individually and in aggregate, on the financial statements as a whole. Fels quarry in Kaltes Tal, Germany Board Members Audit Committee Report Remuneration Committee Report Nomination Committee Report Corporate Governance Report Directors Report Statement of Directors’ Responsibilities Independent Auditor’s Report to the Members of SigmaRoc plc Definitions STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 181 In determining performance materiality, we considered the following factors: - The number and quantum of identified misstatements in the prior year audit; - Management’s attitude to correcting misstatements identified; - Our cumulative knowledge of the Group and Company and their environment, including industry specific trends; - The consistency in the level of judgement required in key accounting estimates; - The stability in key management personnel; and - The level of centralisation in the Group’s financial reporting controls and processes. We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. We calculated the allocated component performance materiality based upon the significance of the component to the overall Group based on revenue. Thereafter, we set the appropriate performance materiality for each component with reference to the allocated component performance materiality and performed a reasonableness check between the aggregate component performance materiality and the maximum aggregate component performance materiality. The range of materiality allocated across components where a was between £4.14 million and £0.69 million. We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £490,000 (2023: £290,000) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons. OUR APPROACH TO THE AUDIT In designing our audit, we determined materiality, as above, and assessed the risk of material misstatement in the financial statements. In particular, we looked at areas involving significant accounting estimates and judgements by the directors and considered future events that are inherently uncertain. We note that the Group has made acquisitions of subsidiary undertakings and has performed a purchase price allocation (“PPA”) during the year. All PPA’s have either been finalised or are in final draft form and consequently for all the current year acquisitions, the goodwill asset has been adjusted in the current year and fair value adjustments have been processed where applicable to separately identifiable assets. This area is inherently complicated and requires a significant amount of judgement by management. We also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by management that represented a risk of material misstatement due to fraud. Of the 23 full scope components, the most significant components (based their contribution to Group revenues) were based in Germany, England and Wales, Finland, and Poland. The components in locations other than the United Kingdom, Guernsey, Jersey and Ireland were audited by firms outside of the PKF network operating under our instruction. The remaining components were performed in London, conducted by PKF Littlejohn LLP using a team with specific experience of auditing mining companies and publicly listed entities. We interacted regularly with the component audit teams during all stages of the audit and we were responsible for the scope and direction of the audit process. This, in conjunction with additional procedures performed, gave us appropriate evidence for our opinion on the Group and Company financial statements. Materiality for the Group financial statements as a whole was set at £9.9m (2023: £5.8m), determined with reference to a benchmark of Group revenue of which it represents 1% (2023: 1%). We considered revenue to be the most relevant key performance indicator of the Group as it is a significant driver of profit or loss for the year. The percentage applied to the benchmark has been selected to bring into scope all significant classes of transactions, account balances and disclosures relevant for the shareholders, and also to ensure that matters that would have a significant impact on the results were appropriately considered. Performance materiality for the Group financial statements was sett at £6.9m (2023: £4.06m), determined as 70% (2023: 70%) of materiality for the Group financial statements as a whole. Materiality for the Company financial statements as a whole was set at £4.9m (2023: £3.3m), determined with reference to a benchmark of Company net assets of which it represents 1% (2023: 1%). The Company operates primarily as a holding company which holds the main debt facility for the Group and as such, we consider net assets as the key metric. The percentage applied to the benchmark has been selected to bring into scope all significant classes of transactions, account balances and disclosures relevant for the shareholders, and also to ensure that matters that would have a significant impact on the results were appropriately considered. Performance materiality for the Company financial statements was set at £3.4m (2023: £2.3m), determined as 70% (2023: 70%) of materiality for the Company financial statements as a whole. We determined that of the 85 subsidiaries of the Group there were 41 components where we set the scope of work to be performed at the component level. 23 components were subject to a full scope audit and 4 were subject to specific audit procedures. For the remaining components, we performed a limited scope analytical review together with substantive testing, as appropriate, on Group audit risk areas applicable to those components based on their relative size, risks in the business and our knowledge of the entity appropriate to respond to the risk of material misstatement. Independent Auditor’s Report to the Members of SigmaRoc plc Group Benchmark Total revenue £'million 998 (2023: 580) Group Materiality for the financial statements as a whole £'million 9.9 (2023:5.8) Group Performance materiality £'million, 6.9 (2023: 4.06) Group Triviality £'million 0.49 (2023: 0.29) Company Benchmark: Net assets £'million 537 (2023: 337) Company Materiality for the financial statements as a whole £'million 4.9 (2023: 3.3) Company Performance materiality £'million, 3.4 (2023: £ 2.3) Company Triviality £'million 0.25 (2023:0.12) GROUP COMPANY Belgium Czech Republic England and Wales Finland Germany Ireland Jersey Poland Sweden Turkey STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 183 OTHER INFORMATION The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the Group and Company 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. 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 course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. 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. OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006 In our opinion, based on the work undertaken in the course of the audit: - The information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and - The strategic report and the directors’ report have been prepared in accordance with applicable legal requirements. MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION In the light of the knowledge and understanding of the Group and the Company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - Adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or - The Company financial statements are not in agreement with the accounting records and returns; or - Certain disclosures of directors’ remuneration specified by law are not made; or - We have not received all the information and explanations we require for our audit. RESPONSIBILITIES OF DIRECTORS As explained more fully in the Statement of Directors’ responsibilities, the directors are responsible for the preparation of the Group and Company financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the Group and Company financial statements, the directors are responsible for assessing the Group’s 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 the directors either intend to liquidate the Group and Company to cease operations, or have no realistic alternative but to do so. AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS Our objectives 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 (UK) 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. 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: - We obtained an understanding of the Group and Company and the sector in which they operate to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, review of accident logbooks, and application of cumulative audit knowledge and experience of the quarrying sector. - We determined the principal laws and regulations relevant to the Group and Company in this regard to be those arising from the: - Companies Act 2006; - UK-adopted international accounting standards; Quoted Companies Alliance Code; - Local laws and regulations including environmental in the jurisdictions of the subsidiary entities; AIM Rules for Companies; - Health and safety laws; and Anti-bribery and anti- money laundering regulations; - We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the Group and Company with those laws and regulations; - These procedures included, but were not limited to: Making enquiries of management; Reviewing board meeting minutes; - Reviewing Regulatory News Service announcements; KEY AUDIT MATTERS Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current 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 directing the 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 we do not provide a separate opinion on these matters. KEY AUDIT MATTER How our scope addressed this matter Valuation and Allocation of Investments in subsidiary undertakings (Company) (Note 18) The Company carries an “Investment in subsidiary undertakings” balance of £1 billion (2023: £567.3 million) in its Statement of Financial Position. There is a risk that the carrying value of the investments is greater than the recoverable amount and is therefore impaired. We have assessed this to be a key audit matter as the estimated recoverable amount of investments is subjective due to inherent uncertainties involved in forecasting and discounting future cashflows, and thereby overstating the carrying value of investments. Our work in this area included: - Obtaining and reviewing the impairment models and assessment for each cash generating unit (“CGU”); - Considering the existence of impairment indicators per IAS 36 Impairment of Assets; - For all key assumptions and inputs to the impairment models; - Discussing their basis with management; - Agreeing to supporting evidence and where possible, agreeing to third party data; and - Recalculating the discount rate used; - Reviewing the value of the net investment in subsidiaries against the supporting underlying assets; - Assessing the historical forecasting accuracy, by comparing previously forecast cash flows to actual results achieved; - Performing a sensitivity analysis on the key assumptions noted above; and - Reviewing the associated disclosures in the financial statements and assessing the appropriateness of such disclosures. Valuation and Allocation of Goodwill (Note 17) The Group carries a balance of £446.9 million (2023: £170.3 million) in goodwill relating to the acquisition of its subsidiaries. In accordance with IAS 36 Impairment of Assets, goodwill is not amortised; however, an impairment review should be undertaken annually, or more frequently, should events or changes in circumstances indicate a potential impairment. Goodwill is allocated to groups of cash generating units according to the level at which management monitors the operating segments. As such, the impairment reviews are performed in conjunction with the respective investment reviews. We have assessed this to be a key audit matter given that the estimated recoverable amount of goodwill is subjective, including the estimates and judgements when calculating the recoverable amount, and as such there is a risk that the carrying value of goodwill may be overstated. Our work in this area included: - Using our valuation team, who are part of our audit team, to review the Purchase Price Allocation “PPA” prepared by a third party engaged by management. The work included reviewing the PPA and assessing the key assumptions and inputs used to allocate the goodwill value to other intangible assets; - Obtaining the impairment models and assessment for each subsidiary and reviewing the models for reasonableness; - Assessing the mathematical accuracy of the models; - For all key assumptions and inputs to the impairment models: - Discussing their appropriateness with management; - Agreeing them to supporting evidence and where possible, to third party data; and - Evaluating and recalculating the discount rate used; - Assessing the historical forecasting accuracy, by comparing previously forecasted cash flows to actual results achieved; - Performing a sensitivity analysis on the key assumptions and inputs noted above; - Considering the existence of impairment indicators per IAS 36; and - Reviewing the associated disclosures in the financial statements and assessing the appropriateness of such disclosures. Independent Auditor’s Report to the Members of SigmaRoc plc STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 185 - Ensuring adherence to the terms within the exploration permits, including environmental conditions; and - Reviewing legal and regulatory correspondence and reviewing legal and professional fees; - We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that the potential for management bias was identified in relation to the valuation of goodwill and investments (noted in the Key audit matters section of our report) as well as the valuation of the defined benefit obligations, including the key actuarial assumptions applied. We addressed this by challenging the assumptions and judgements made by management when auditing that significant accounting estimate and ensuring that there were adequate disclosures included in the respective notes including the disclosures within critical accounting estimates; - We addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business; and - As part of the Group audit, we have communicated with component auditors the fraud risks associated with the Group and the need for the component auditors to address the risk of fraud in their testing. To ensure that this has been completed, we have reviewed component auditor working papers in this area and obtained responses to our Group instructions from the component auditors. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/ auditorsresponsibilities. This description forms part of our auditor’s report. USE OF OUR REPORT This report is made solely to the Company members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company 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 members as a body, for our audit work, for this report, or for the opinions we have formed. Zahir Khaki Senior Statutory Auditor For and on behalf of PKF Littlejohn LLP Statutory Auditor 15 Westferry Circus Canary Wharf London E14 4HD 14 March 2025 Independent Auditor’s Report to the Members of SigmaRoc plc CCP concrete blocks, Llay, Wales SIGMAROC ANNUAL REPORT 2024 SIGMAROC 187 STRATEGY GOVERNANCE FINANCE ‘2018 REGULATIONS’ the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 that came into force on 1 April 2019 ‘4I PRINCIPLES’ the Group’s four core operating principles, being Invest, Improve, Integrate and Innovate ‘ACCOUNTS’ OR ‘ANNUAL REPORT’ the consolidated financial statements of the Group for the year ended 31 December 2024 together with the Chairman’s Statement, CEO’s Strategic Report, Directors’ Report and additional reports contained therein ‘ADMISSION’ the re-admission of Ordinary Shares to trading on AIM on 4 January 2024 in connection with the CRH Lime Acquisitions ‘AGM’ an annual general meeting of the Company ‘AIM’ AIM Market of the London Stock Exchange ‘ALLEN’ OR ‘ALLEN CONCRETE’ Topcrete Limited and its subsidiary undertakings, including Allen (Concrete) Limited ‘AQUALUNG’ Aqualung Carbon Capture AS ‘ARCELORMITTAL’ ArcelorMittal Global Holdings S.L.R. ‘ARTICLES’ the Company’s Articles of Association ‘B-MIX’ B-Mix Beton NV ‘BETONS’ Betons du Hainaut et de la Sambre ‘BLUESTONE’ Belgian Blue Limestone local to the Hainaut region ‘BNPP’ BNP Paribas ‘BOARD’ OR ‘DIRECTORS’ the board directors of the Company, being the existing Directors (whose names are set out on page 144 of this document) ‘BOW TIE’ visual tool to keep an overview of risk management practices ‘BPS’ basis points, whereby one basis point is equivalent to 0.01% ‘BUXTON’ OR ‘BUXTON LIME’ Buxton Lime Limited, the Group’s UK lime operations ‘BUXTON’ OR ‘BUXTON LIME’ Buxton Lime Limited, the Group’s UK lime operations ‘CAPEX’ capital expenditure on property, plant and equipment to maintain and preserve the operational efficiency of existing assets, to ensure they are kept in good working condition and can continue to generate the expected level of revenue and profits for the Group ‘CARRIERES DU HAINAUT’ OR ‘CDH’ CDH Développement SA and its subsidiary undertakings, including Carrières du Hainaut SCA ‘CCP’ OR ‘CHESHIRE CONCRETE PRODUCTS’ CCP Building Products Limited and its subsidiary undertakings ‘CCS’ carbon capture utilisation or sequestration ‘CDB’ Carrières du Boulonnais which is part of Groupe Boulonnais ‘CEO’ Chief Executive Officer of the Company occupied by Max Vermorken ‘CENTRAL EUROPE’ OR ‘CENTRAL EUROPE REGION’ the Central Europe region of the Group including German, Czechia, Baltic and Polish entities ‘CFO’ Chief Financial Officer of the Company, occupied by Garth Palmer until 31 December 2024 and thereafter by Jan van Beek ‘CLOGRENNANE’ Clogrennane Lime Limited, the Group’s Irish lime operations ‘CO2’ carbon dioxide ‘CO2E carbon dioxide emitted ‘COMPANY’ OR ‘SIGMAROC’ SigmaRoc plc ‘CORONAVIRUS’, ‘COVID’ OR ‘COVID-19’ coronavirus (COVID-19) infectious disease and its pandemic outbreak ‘COVENANT LEVERAGE’ OR ‘ADJUSTED LEVERAGE RATIO’ the comparison of net debt to underlying EBITDA for the last twelve months adjusted for pre-acquisition earnings of subsidiaries acquired during the year Definitions ‘CRH’ CRH plc (NYSE: CRH) (LSE: CRH) an international group of diversified building materials businesses headquartered in Dublin, Ireland ‘CRH DEAL 1’ the acquisition by the Company of CRH’s German (Fels), Czechia (Vitosov) and Irish (Clogrennane) lime and industrial limestone businesses, which was approved by Shareholders at a general meeting of the Company on 11 December 2023 and was completed on 4 January 2024 ‘CRH DEAL 2’ the acquisition by the Company of CRH’s UK lime operations completed on 27 March 2024 ‘CRH DEAL 3’ the acquisition by the Company of CRH’s Polish lime operations completed on 2 September 2024 ‘CRH LIME ACQUISITIONS’ the acquisition by the Company of the CRH European lime and industrial limestone assets, structured as three separate and independent transactions, being CRH Deal 1, CRH Deal 2 and CRH Deal 3 ‘CUVELIER’ Philippe Cuvelier S.A ‘DIMENSION STONE’ the Group’s dimension stone operations based in Belgium consisting of CDH ‘DUO GROUP’ Duo Group, a market leading company that provides the aggregate, recycling and material handling industries with processing solutions ‘EBITDA’* earnings before interest, tax, depreciation and amortisation ‘ECO2’ embodied CO2 ‘EMS’ environmental management system ‘EPD’ environmental product declaration ‘EPS’ earnings per share ‘ESG’ environment, social and governance ‘EUETS’ European Union Emissions Trading System ‘EURIBOR’ the Euro Interbank Offered Rate is an overnight interbank rate comprised of the average interest rates from a panel of large European banks that are used for lending to one another in euros ‘EUROS’, ‘EUR’ OR ‘€” the currency unit of the European Monetary Union ‘FCF’ OR ‘FREE CASH FLOW’ net cash flows from operating activities adjusted for CapEx, net interest paid, net non-underlying expenses paid and payments through working capital that relate to pre- acquisition accruals or purchase price adjustments ‘FELS’ Fels Holding GmbH, including its fully owned (direct or indirect) subsidiaries Fels-Werke GmbH, Fels Netz GmbH and Fels Vertriebs and Service GmbH & Co KG ‘FINANCIAL STATEMENTS’ the consolidated income statement, consolidated statement of comprehensive income, statements of financial position, consolidated statement of changes in equity, Company statement of changes in equity, cash flow statements and the accompanying notes to the financial statements ‘FOELFACH’ Foelfach Stone Limited ‘GDUH’ OR ‘GRANULATS DU HAINAUT’ Granulats du Hainaut SA ‘GGBS’ ground-granulated blast-furnace slag ‘GHG’ greenhouse gas ‘GOIJENS’ Gripeco BV and its 100% owned subsidiaries Wegenbouw Goijens NV, Goijens Recycling NV and G&G Bentonpompen BV, a Belgian group of companies acquired by the Group in 2023 and which supplies ready-mixed concrete and pumping solutions in the north east of Belgium ‘GREENBLOC’ the Group’s cement free ultra-low carbon precast product range ‘GROUP’ the Company and its subsidiary undertakings GROUP EXCO MEMBER (IMPROVE) Group ExCo Member (IMPROVE) occupied by Charles Trigg GROUP EXCO MEMBER (INNOVATE) Group ExCo Member (INNOVATE) occupied by Fons Vermorken ‘GROUPE BOULONNAIS’ Groupe Carrières du Boulonnais ‘GROUP REVENUE’ consolidated revenue of the Group for the year ended 31 December 2023 SIGMAROC ANNUAL REPORT 2024 SIGMAROC 189 STRATEGY GOVERNANCE FINANCE ‘GROWTH INVESTMENT’ capital investment to acquire or upgrade assets that enable the Group to expand its operations or improve its efficiency to generate future earnings growth ‘HARRIES’ GDH (Holdings) Limited and its subsidiary undertakings including Gerald D. Harries & Sons Limited ‘HSEQ’ health, safety, environment and quality ‘H&S’ health & safety ‘IAS’ International Accounting Standards ‘IASB’ International Accounting Standards Board ‘IFRS’ International Financial Reporting Standards ‘IFRSIC’ IFRS Interpretations Committee ‘IOSH’ Institution of Occupational Safety and Health ‘ISO’ International Organisation for Standardisation ‘ISO 14001’ international standard that specifies requirements for an effective EMS, provides a framework that an organisation can follow, rather than establishing environmental performance requirements ‘ISO 45001’ standard for management systems of occupational health and safety focused on reduction of occupational injuries and diseases, including promoting and protecting physical and mental health ‘JQG’, ‘JOHNSTON’ OR ‘JOHNSTON QUARRY GROUP’ Johnston Quarry Group Limited, Guiting Quarry Limited and their subsidiary undertakings ‘JV’ joint venture ‘KGE’ kilogram equivalent ‘KWH’ kilowatt-hour ‘LA BELONGA’ La Belonga S.A. ‘LFL’ like-for-like comparative prepared on a pro-forma basis adjusted for impact of any acquisitions or non-recurring events ‘LTIFR’ lost time injury frequency rate ‘LTIP’ OR ‘LONG TERM INCENTIVE PLAN’ the initial awards made under the PSP in October 2021 to executive directors and certain senior management ‘M&A’ mergers & acquisitions ‘MARSHALLS’ Marshalls plc, the UK’s leading hard landscaping and building materials supplier ‘MEVO’ Material Evolution Inc ‘NED’ Non-Executive Director ‘NEBOSH’ the National Examination Board in Occupational Safety and Health ‘NET MARGIN’ EBITDA margin adjusted for impact of inflationary cost pass-throughs, such as energy, materials, and distribution ‘NEW OPTION PLAN’ the new option plan known as the SigmaRoc plc Share Option Plan 2023 approved by Shareholders on 11 December 2023 and adopted by the Company in connection with the CRH Lime Acquisitions ‘NORDKALK’ the Nordkalk group, consisting of Nordkalk Oy Ab and its subsidiary undertakings ‘NORDICS’ OR ‘NORDICS REGION’ the Nordics region of the Group comprising of the Scandinavian entities ‘NOX’ nitrogen oxides ‘ORDINARY SHARES’ the ordinary shares of 1 penny each in the capital of the Company ‘OPEX’ operating expenditure ‘PERC’ Pan European Reserves & Resources Reporting Committee, where possible we follow PERC guidelines when reporting Reserves and Resources ‘PFA’ pulverised fuel ash ‘PH’ scale used to specify acidity or alkalinity ‘PKF’ PKF Littlejohn LLP ‘POUNDFIELD’ OR ‘POUNDFIELD PRODUCTS’ Poundfield Products (Group) Limited and its subsidiary undertakings, including Poundfield Products Limited ‘PPA’ purchase price allocation ‘PPG’ the Group’s precast concrete products operations covering the UK market including Allen, Poundfield and CCP ‘PPT’ percentage points ‘PRO-FORMA’ financial information presented on a like-for-like basis adjusting for impact of any acquisitions and non-recurring events ‘PSP’ OR ‘PERFORMANCE SHARE PLAN’ performance based share incentive plan ‘PUCCINI BLUE’ a version of Bluestone created through special cutting, polishing and honing techniques developed by the Group ‘QCA CODE’ Quoted Companies Alliance’s Corporate Governance Code ‘RCF’ revolving credit facility ‘RESERVES’ mineral that has a high level of geological knowledge and confidence, is economically mineable, and includes modifying factors such as having permits and regulatory approvals in place ‘RESOURCES’ mineral that has a level of geological knowledge and confidence and that there are reasonable prospects for eventual economic extraction ‘RETAINING’ Retaining Holdings Limited and its wholly owned subsidiaries including Retaining (UK) Limited and Geocast Ltd ‘RIGHTCAST’ Rightcast Limited ‘RMI’ repair, maintenance and improvement ‘RNS’ Regulatory News Service ‘ROIC’ return on invested capital (profit after tax / average invested capital), a measure of the profitability and value-creating potential of companies relative to the amount of capital invested by shareholders and other debtholders ‘RONEZ’ Ronez Limited and its subsidiary undertakings ‘SANTANDER’ Santander plc ‘SASB’ sustainability accounting standards board ‘SBTI’ Science Based Targets initiative ‘SECR’ streamlined energy and carbon reporting ‘SHAREHOLDER’ a holder of Ordinary Shares ‘SIGMAGSY’ SigmaGsy Limited ‘SIP’ share incentive plan ‘SOX’ sulphur oxides ‘SPPI’ the contractual cash flows of an asset that give rise to payments on specified dates that are solely payments of principal and interest ‘STERLING’, ‘GBP’ OR ‘£” pound sterling currency of the UK and Channel Islands ‘ST INVESTICIJA’ ST Investicija UAB ‘TCFD’ task force on climate-related financial disclosures ‘TCO₂E’ tonnes of carbon dioxide equivalent ‘TIFR’ total incident frequency rate ‘TSR’ total shareholder returns ‘UK’ United Kingdom ‘UK IAS’ UK-adopted international accounting standards, which includes IAS, IFRS, IFRSIC, and subsequent amendments to those standards and related interpretations, plus future standards and related interpretations issued or adopted by the IASB ‘UK & IRELAND’ OR ‘UK & IRELAND REGION’ the UK & Ireland region of the Group including the UK, Irish and the Jersey and Guernsey entities ‘UNDERLYING’* underlying results are stated before acquisition related expenses, certain finance costs, redundancy and reorganisation costs, impairments, amortisation of acquisition intangibles and share option expense. References to an underlying profit measure throughout this Annual Report are defined on this basis ‘USA’ United States of America ‘VITOSOV’ Vapenka Vitošov s.r.o. ‘WESTERN EUROPE’ OR ‘WESTERN EUROPE REGION’ the Western Europe region of the Group including Belgian, French, and Spanish entities ‘YOY’ year-on-year * these measures are not defined by UK IAS and therefore may not be directly comparable to similar measures adopted by other companies. These alternative performance measures should be considered in addition to and are not intended to be a substitute for, or superior to, UK IAS measures but provide useful information on the performance of the Group and underlying trends. STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 191 CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2024 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2024 Year ended 31 December 2024 Restated1 - Year ended 31 December 2023 CONTINUED OPERATIONS Note Underlying £’000 Non-underlying² (Note 11) £’000 Total £’000 Underlying £’000 Non- underlying² (Note 11) £’000 Total £’000 REVENUE3 7 962,506 - 962,506 541,651 - 541,651 COST OF SALES 8 (720,023) (13,911) (733,934) (409,800) (8,296) (418,096) GROSS PROFIT 242,483 (13,911) 228,572 131,851 (8,296) 123,555 ADMINISTRATIVE EXPENSES 8 (81,854) (63,770) (145,624) (53,474) (34,165) (87,639) PROFIT FROM OPERATIONS 160,629 (77,681) 82,948 78,377 (42,461) 35,916 NET FINANCE (EXPENSE) / INCOME 12 (44,233) (8,586) (52,819) (14,274) (1,528) (15,802) OTHER NET GAINS / (LOSSES) 13 1,169 13,191 14,360 1,694 1,411 3,105 PROFIT / (LOSS) BEFORE TAX 117,565 (73,076) 44,489 65,797 (42,578) 23,219 TAX EXPENSE 15 (20,990) 4,458 (16,531) (11,560) 1,149 (10,411) PROFIT / (LOSS) FROM CONTINUING OPERATIONS 96,575 (68,618) 27,958 54,237 (41,429) 12,808 DISCONTINUED OPERATIONS PROFIT / (LOSS) FROM DISCONTINUED OPERATIONS 14 1,574 (895) 678 4,548 (638) 3,910 PROFIT / (LOSS) 98,149 (69,513) 28,636 58,785 (42,067) 16,718 PROFIT / (LOSS) ATTRIBUTABLE TO: OWNERS OF THE PARENT - CONTINUING 91,195 (68,618) 22,578 51,053 (41,429) 9,624 OWNERS OF THE PARENT – DISCONTINUED 14 1,574 (895) 678 4,548 (638) 3,910 NON-CONTROLLING INTEREST 31 5,380 - 5,380 3,184 - 3,184 98,149 (69,513) 28,636 58,785 (42,067) 16,718 CONTINUING BASIC EARNINGS PER SHARE ATTRIBUTABLE TO OWNERS OF THE PARENT (EXPRESSED IN PENCE PER SHARE) 4 32 8.21 (6.17) 2.04 7.46 (6.05) 1.41 CONTINUING DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO OWNERS OF THE PARENT (EXPRESSED IN PENCE PER SHARE) 4 32 7.62 (5.73) 1.89 7.15 (5.80) 1.35 1 Consistent with IFRS5, the prior period Income Statement and associated notes have been restated for the disposal of BMix, Goijens and option to sell Betons. The sale of BMix and Goijens completed 13 December 2024 and the sale of Betons is expected to complete in 2025. These entities are disclosed as a discontinued operation and Betons is classified as held for sale on the Group Balance Sheet. The prior period balance sheet disclosures are not restated. 2 Non-underlying items represent acquisition related expenses, restructuring costs, certain finance costs, share option expense and amortisation of acquired intangibles. See Note 11 for more information. 3 Full year 2024 Revenue for the Group for continuing and discontinued operations is £997,614k. Revenue has been split out for discontinued operations under IFRS 5 requirements. 4 Underlying basic earnings per share for 2024 continuing and discontinued operations is 8.35p and total including non-underlying is 2.10p. Underlying Diluted earnings per share for continuing and discontinued operations is 7.75p and total including non-underlying is 1.94p. Note Year ended 31 December 2024 £’000 Year ended 31 December 2023 £’000 PROFIT / (LOSS) FOR THE YEAR 28,636 16,718 OTHER COMPREHENSIVE INCOME: ITEMS THAT WILL OR MAY BE RECLASSIFIED TO PROFIT OR LOSS: FX TRANSLATION RESERVE (610) (3,223) CASH FLOW HEDGES – EFFECTIVE PORTION OF CHANGES IN FAIR VALUE (1,121) (5,468) REMEASUREMENT OF THE NET DEFINED BENEFITS LIABILITY (108) (38) OTHER COMPREHENSIVE INCOME, NET OF TAX (1,839) (8,729) TOTAL COMPREHENSIVE INCOME 26,797 7,989 TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: OWNERS OF THE PARENT – CONTINUING 22,298 1,016 OWNERS OF THE PARENT – DISCONTINUED 672 3,903 NON-CONTROLLING INTERESTS 3,827 3,070 TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 26,797 7,989 The Notes on pages 196 - 240 form part of these Financial Statements. The Notes on pages 196 - 240 form part of these Financial Statements. STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 193 STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2024 COMPANY NUMBER: 05204176 Consolidated Company Note 31 December 2024 £’000 31 December 2023 £’000 31 December 2024 £’000 31 December 2023 £’000 NON-CURRENT ASSETS PROPERTY, PLANT AND EQUIPMENT 16 1,238,945 572,562 649 166 INTANGIBLE ASSETS 17 463,500 188,048 92 - AVAILABLE FOR SALE ASSETS 250 250 250 250 INVESTMENTS IN SUBSIDIARY UNDERTAKINGS 18 - - 1,096,530 567,305 INVESTMENT IN EQUITY-ACCOUNTED ASSOCIATE 19 531 605 - - INVESTMENT IN JOINT VENTURES 19 6,212 6,448 411 412 DERIVATIVE FINANCIAL ASSET 33 9 1,369 - - OTHER RECEIVABLES 20 13,724 3,398 11,289 - DEFERRED TAX ASSET 15 331 38 - - 1,723,502 772,718 1,109,221 568,133 CURRENT ASSETS TRADE AND OTHER RECEIVABLES 20 158,205 99,034 16,408 5,332 INVENTORIES 21 127,682 84,309 - - CASH AND CASH EQUIVALENTS 22 131,356 55,872 25,363 7,925 DERIVATIVE FINANCIAL ASSET 33 505 3,328 - - 417,748 242,543 41,771 13,257 DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE 14 7,172 - - - TOTAL ASSETS 2,148,422 1,015,261 1,150,992 581,390 CURRENT LIABILITIES TRADE AND OTHER PAYABLES 23 284,046 158,199 22,801 34,082 DERIVATIVE FINANCIAL LIABILITIES 33 1,343 3,926 - 1,253 PROVISIONS 25 14,886 8,489 - - BORROWINGS 24 64,788 37,504 49,853 29,543 CURRENT TAX PAYABLE 15 11,309 3,844 - - 376,372 211,962 72,654 64,878 NON-CURRENT LIABILITIES BORROWINGS 24 577,044 200,792 535,387 174,090 EMPLOYEE BENEFIT LIABILITIES 1,418 1,305 - - DEFERRED TAX LIABILITIES 15 196,288 72,219 - - DERIVATIVE FINANCIAL LIABILITIES 18 1,167 - - PROVISIONS 25 87,041 4,724 - - OTHER PAYABLES 23 155,030 8,208 5,692 5,260 1,016,839 288,415 541,079 179,350 DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE 14 1,543 - - - TOTAL LIABILITIES 1,394,754 500,377 613,733 244,228 NET ASSETS 753,668 514,884 537,259 337,162 EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT SHARE CAPITAL 28 11,149 6,939 11,149 6,939 SHARE PREMIUM 28 191,458 - 191,458 - SHARE OPTION RESERVE 29 18,410 11,482 18,410 11,482 OTHER RESERVES 30 (30) 629 600 600 RETAINED EARNINGS 503,779 481,691 315,642 318,141 EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT 724,766 500,741 537,259 337,162 NON-CONTROLLING INTEREST 31 28,902 14,143 - - TOTAL EQUITY 753,668 514,884 537,259 337,162 The Company has elected to take the exemption under Section 408 of the Companies Act 2006 from presenting the Company’s Income Statement and Statement of Comprehensive Income. The loss for the Company for the year ended 31 December 2024 was £2.5 million (year ended 31 December 2023: loss of £42.9 million). The Financial Statements were approved and authorised for issue by the Board of Directors on 14 March 2025 were signed on its behalf by: Jan van Beek Chief Financial Officer The Notes on pages 196 - 240 form part of these Financial Statements. The Notes on pages 196 - 240 form part of these Financial Statements. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024 Note Share capital £’000 Share premium £’000 Share option reserve £’000 Other reserves £’000 Retained earnings £’000 Total £’000 Non- controlling interest £’000 Total £’000 BALANCE AS AT 1 JANUARY 2023 6,383 400,022 7,483 10,261 33,969 458,118 11,732 469,850 PROFIT FOR THE YEAR - - - - 13,534 13,534 3,184 16,718 CURRENCY TRANSLATION DIFFERENCES - - - (3,109) - (3,109) (114) (3,223) OTHER COMPREHENSIVE INCOME - - - (5,506) - (5,506) - (5,506) TOTAL COMPREHENSIVE INCOME FOR THE PERIOD - - - (8,615) 13,534 4,919 3,070 7,989 CONTRIBUTIONS BY AND DISTRIBUTIONS TO OWNERS ACQUIRED VIA ACQUISITION - - - - - - 616 616 ISSUE OF SHARE CAPITAL 28 556 29,444 - - - 30,000 - 30,000 ISSUE COSTS - (782) - - - (782) - (782) SHARE BASED PAYMENTS - - 4,002 - - 4,002 - 4,002 EXERCISE OF SHARE OPTIONS - - (3) - 3 - - - DIVIDENDS - - - - - - (1,275) (1,275) OTHER EQUITY ADJUSTMENTS - (428,684) - (1,017) 434,185 4,484 - 4,484 TOTAL CONTRIBUTIONS BY AND DISTRIBUTIONS TO OWNERS 556 (400,022) 3,999 (1,017) 434,188 37,704 (659) 37,045 BALANCE AS AT 31 DECEMBER 2023 6,939 - 11,482 629 481,691 500,741 14,143 514,884 BALANCE AS AT 1 JANUARY 2024 6,939 - 11,482 629 481,691 500,741 14,143 514,884 PROFIT FOR THE YEAR - - - - 23,256 23,256 5,380 28,636 CURRENCY TRANSLATION DIFFERENCES - - - 943 - 943 (1,553) (610) OTHER COMPREHENSIVE INCOME - - - (1,229) - (1,229) - (1,229) TOTAL COMPREHENSIVE INCOME FOR THE PERIOD - - - (286) 23,256 22,970 3,827 26,797 CONTRIBUTIONS BY AND DISTRIBUTIONS TO OWNERS ACQUIRED VIA ACQUISITION - - - - - - 13,833 13,833 ISSUE OF SHARE CAPITAL 28 4,210 195,790 - - - 200,000 - 200,000 ISSUE COSTS 28 - (4,332) - - - (4,332) - (4,332) SHARE BASED PAYMENTS - - 6,942 - - 6,942 - 6,942 EXERCISE OF SHARE OPTIONS - - (14) - 14 - - - DIVIDENDS - - - - - - (3,053) (3,053) OTHER EQUITY ADJUSTMENTS 28 - - - (373) (1,182) (1,555) 152 (1,403) TOTAL CONTRIBUTIONS BY AND DISTRIBUTIONS TO OWNERS 4,210 191,458 6,928 (373) (1,168) 201,055 10,932 211,987 BALANCE AS AT 31 DECEMBER 2024 11,149 191,458 18,410 (30) 503,779 724,766 28,902 753,668 STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 195 The Notes on pages 196 - 240 form part of these Financial Statements. The Notes on pages 196 - 240 form part of these Financial Statements. COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024 CASH FLOW STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 Note Share capital £’000 Share premium £’000 Share option reserve £’000 Other reserves £’000 Retained earnings £’000 Total £’000 BALANCE AS AT 1 JANUARY 2023 6,383 400,022 7,483 1,362 (68,368) 346,882 PROFIT / (LOSS) - - - - (42,940) (42,940) TOTAL COMPREHENSIVE INCOME FOR THE PERIOD - - - - (42,940) (42,940) CONTRIBUTIONS BY AND DISTRIBUTIONS TO OWNERS ISSUE OF SHARE CAPITAL 556 29,444 - - - 30,000 ISSUE COSTS - (782) - - - (782) SHARE BASED PAYMENTS - - 4,002 - - 4,002 EXERCISE OF SHARE OPTIONS - - (3) - 3 - OTHER EQUITY ADJUSTMENTS - (428,684) - (762) 429,446 - TOTAL CONTRIBUTIONS BY AND DISTRIBUTIONS TO OWNERS 556 (400,022) 3,999 (762) 429,449 33,220 BALANCE AS AT 31 DECEMBER 2023 6,939 - 11,482 600 318,141 337,162 BALANCE AS AT 1 JANUARY 2024 6,939 - 11,482 600 318,141 337,162 PROFIT / (LOSS) - - - - (2,513) (2,513) TOTAL COMPREHENSIVE INCOME FOR THE PERIOD - - - - (2,513) (2,513) CONTRIBUTIONS BY AND DISTRIBUTIONS TO OWNERS ISSUE OF SHARE CAPITAL 4,210 195,790 - - - 200,000 ISSUE COSTS 28 - (4,332) - - - (4,332) SHARE BASED PAYMENTS - - 6,942 - - 6,942 EXERCISE OF SHARE OPTIONS - - (14) - 14 - OTHER EQUITY ADJUSTMENTS - - - - - - TOTAL CONTRIBUTIONS BY AND DISTRIBUTIONS TO OWNERS 4,210 191,458 6,928 - 14 202,610 BALANCE AS AT 31 DECEMBER 2024 11,149 191,458 18,410 600 315,642 537,259 Consolidated Company Note Year ended 31 December 2024 £’000 Year ended 31 December 2023 £’000 Year ended 31 December 2024 £’000 Year ended 31 December 2023 £’000 CASH FLOWS FROM OPERATING ACTIVITIES PROFIT / (LOSS) FROM CONTINUING OPERATIONS 27,958 16,718 (2,499) (42,941) PROFIT / (LOSS) FROM DISCONTINUED OPERATIONS 678 - - - ADJUSTMENTS FOR: DEPRECIATION AND AMORTISATION – CONTINUING OPERATIONS 16 17 72,062 39,434 156 109 DISCONTINUED OPERATIONS 3,001 SHARE OPTION EXPENSE 6,930 4,001 6,930 4,001 FAIR VALUE MOVEMENT ON EBT SHARES 13 (4,937) - (4,937) - GAIN ON SALE OF INVESTMENTS 13 (8,298) - (12,110) - LOSS/(GAIN) ON SALE OF PP&E (317) (3,032) - - NET FINANCE COSTS 52,819 15,865 (466) 8,703 INCOME TAX EXPENSE 15 16,531 11,279 - - SHARE OF EARNINGS FROM JOINT VENTURES (316) (596) - - NON-CASH ITEMS 44 (869) (9,291) (2,120) INCREASE IN TRADE AND OTHER RECEIVABLES (25,827) (8,613) (11,656) (2,132) (INCREASE)/DECREASE IN INVENTORIES (10,278) (13,159) - - INCREASE/(DECREASE) IN TRADE AND OTHER PAYABLES 3,664 14,637 (8,087) 19,888 DECREASE IN PROVISIONS 8,541 934 - - INCOME TAX PAID (25,231) (11,194) - - NET CASH INFLOWS / (OUTFLOWS) FROM OPERATING ACTIVITIES 117,024 65,405 (41,960) (14,492) INVESTING ACTIVITIES PURCHASE OF PROPERTY, PLANT AND EQUIPMENT 16 (71,559) (40,190) (630) (18) SALE OF PROPERTY, PLANT AND EQUIPMENT 8,117 5,890 - - PURCHASE OF INTANGIBLE ASSETS 17 (3,458) (2,857) (100) - PURCHASE OF AVAILABLE FOR SALE ASSETS - (250) - (250) INVESTMENT IN JOINT VENTURE - (411) - (411) PROCEEDS OF SALE OF SUBSIDIARY 30,388 1,822 30,388 - ACQUISITION OF BUSINESSES (NET OF CASH ACQUIRED) 34 (548,614) (30,169) (204,380) (6,760) DIVIDENDS RECEIVED - - 2,524 - FINANCIAL DERIVATIVES (1,346) 1,607 (1,254) 1,253 INTEREST RECEIVED 1,842 1,271 14,610 201 NET CASH USED IN INVESTING ACTIVITIES (584,630) (63,287) (158,842) (5,985) FINANCING ACTIVITIES PROCEEDS FROM SHARE ISSUE 200,000 30,000 200,000 30,000 COST OF SHARE ISSUE (4,332) (782) (4,332) (782) PROCEEDS FROM BORROWINGS 765,604 5,064 752,013 - COST OF BORROWINGS (14,858) - (14,858) - REPAYMENT OF BORROWINGS (344,280) (32,050) (333,629) (20,055) LOANS GRANTED (9,000) - (9,000) - NET LOANS WITH SUBSIDIARIES - - (332,243) 26,432 INTEREST PAID (42,194) (14,553) (40,651) (12,148) DIVIDENDS PAID TO NON-CONTROLLING INTEREST (3,053) (1,275) - - NET CASH USED IN FINANCING ACTIVITIES 547,887 (13,596) 217,300 23,447 NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS 80,281 (11,478) 16,498 2,970 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 55,872 68,623 7,925 5,055 EXCHANGE (LOSSES) / GAINS ON CASH (3,854) (1,273) 940 (100) CASH HELD BY DISCONTINUED OPERATIONS 14 (943) - - - CASH AND CASH EQUIVALENTS AT END OF PERIOD 22 131,356 55,872 25,363 7,925 Major non-cash transactions During the year ended 31 December 2024, there were share based payments of £4.6 million. Notes: i. Cash Flow attributable to discontinued operations include £4.2 million operating cash inflow, £2.0 million investing cash outflows, £0.3 million financing cash flows, net movement in cash & cash equivalents £2.5 million. Cash at the beginning of the period was £3.6 million. See Note 14. STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 197 NOTES TO THE FINANCIAL STATEMENTS 1. General Information The principal activity of SigmaRoc is to make investments and/or acquire projects in the quarried materials sector, and the principal activity of the Group is the production of lime and limestone, high-quality aggregates and supply of value- added industrial and construction materials. The Company’s shares are admitted to trading on AIM and it is incorporated and domiciled in the United Kingdom. The address of its registered office is 6 Heddon Street, London, W1B 4BT. 2. Accounting Policies The principal accounting policies applied in the preparation of these Financial Statements are set out below (‘Accounting Policies’ or ‘Policies’). These Policies have been consistently applied to all the periods presented, unless otherwise stated. 2.1. Basis of Preparing the Financial Statements The Group and Company Financial Statements have been prepared in accordance with UK-adopted International Accounting Standards and with the requirements of the Companies Act 2006. The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of property, plant and equipment and intangible assets; financial assets and financial liabilities at fair value through profit or loss; derivatives held for hedge accounting classified as financial assets at fair value through other comprehensive income, and defined benefit pension plans for which the plan assets are measured at fair value. The Financial Statements are presented in UK Pounds Sterling rounded to the nearest thousand. The preparation of Financial Statements in conformity with UK IASs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s Accounting Policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Information are disclosed in Note 4. BMix, Goijens and Betons, in accordance with IFRS 5, is disclosed separately as a discontinued operation. The prior year income statement is restated to show discontinued operations, whilst the comparative balance sheet and cash flow remains unaltered. a) Changes in Accounting Policy i) New standards and amendments adopted by the Group The IASB issued various amendments and revisions to UK IAS and IFRSIC interpretations which include IAS 1 – Non-current liabilities with covenants, IAS 7 – Statement of cash flows, IFRS 16 – Leases and IFRS 7 – Supplier finance arrangements. The amendments and revisions were applicable for the period ended 31 December 2024 but did not result in any material changes to the financial statements of the Group or Company. ii) New standards, amendments and interpretations in issue but not yet effective or not early adopted Standards, amendments and interpretations that are not yet effective and have not been early adopted are as follows: STANDARD Impact on initial application Effective date IAS 21 The effects of changes in foreign exchange rates 1 January 2025 IFRS 7 Classification and measurement of Financial Instruments 1 January 2026 IFRS 9 Classification and measurement of Financial Instruments 1 January 2026 IFRS 18 Presentation of disclosures in Financial Statements 1 January 2027 IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 January 2027 The Group and Company are evaluating the impact of the new and amended standards above which are not expected to have a material impact on the Group or Company’s results or shareholders’ funds. 2.2. Basis of Consolidation a) Subsidiaries The Consolidated Financial Statements consolidate the Financial Statements of the Company and the accounts of all of its subsidiary undertakings for all periods presented. Subsidiaries are entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and could affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. On consolidation all inter-company transactions, balances and unrealised gains and losses on transactions between group companies are eliminated. They are deconsolidated from the date that control ceases. The Group applies the acquisition method of accounting to account for business combinations. The Consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree, and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Acquisition-related costs are expensed as incurred unless they result from the issuance of shares, in which case they are offset against the premium on those shares within equity. Notes to the Financial Statements Deferred consideration is recognised at its fair value at the acquisition date as part of the total consideration transferred for the business combination. The fair value of deferred consideration is determined considering the probability of payment and the time value of money. Changes in the fair value of deferred consideration are recognised in profit or loss as they occur. In the event of a loss of control of a subsidiary, the assets and liabilities of the former subsidiary are derecognised from the consolidated statement of financial position. Any investment retained in the former subsidiary is recognised at its fair value at the date when control is lost, and any resulting gain or loss is recognised in profit or loss. Investments in subsidiaries are accounted for at cost less impairment. Where considered appropriate, adjustments are made to the financial information of subsidiaries to bring the accounting policies used into line with those used by other members of the Group. All intercompany transactions and balances between Group enterprises are eliminated on consolidation. CDH, Stone, and GduH use Belgian GAAP rules to prepare and report their financial statements. The Group reports using UK IAS standards and in order to comply with the Group’s reporting standards, management of CDH, Stone and GduH, processed several adjustments to ensure the financial information included at a Group level complies with UK IAS. CDH, Stone and GduH will continue to prepare their company financial statements in line with the Belgian GAAP rules. Nordkalk entities, Fels and Vitosov use local GAAP rules to prepare and report their financial statements. The Group reports using UK IAS standards and in order to comply with the Group’s reporting standards, management of Nordkalk, Fels and Vitosov processed several adjustments to ensure the financial information included at a Group level complies with UK IAS. Nordkalk, Fels and Vitosov will continue to prepare their company financial statements in line with the local GAAP rules. The Group recognises any non-controlling interest at the non- controlling interest’s proportionate share of the recognised amounts of acquiree’s identifiable net assets. b) Associates Associates are entities over which the Group has significant influence but not control over the financial and operating policies. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost. The Group’s share of its associates’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in reserves is recognised in other comprehensive income. The cumulative post- acquisition movements are adjusted against the carrying amount of the investment. Accounting policies of equity–accounted investees have been changed where necessary to ensure consistency with the policies adopted by the Group. c) Joint Arrangement A joint arrangement is an arrangement in which two or more parties have joint control. A joint venture is a joint arrangement in which the parties that share joint control have rights to the net assets of the arrangement. Joint arrangements are accounted for using the equity method of accounting and are initially recognised at cost. The Group’s share of its associates’ post-acquisition profits or losses is recognised in profit or loss. 2.3. Going Concern The Financial Statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons. The Group meets its day-to-day working capital and other funding requirements through operating cash generation and its Debt Facilities. The Debt Facilities comprise of a €600 million committed term facility, €150 million revolving credit facility and a further €100 million uncommitted accordion which matures on 21 November 2028. The Group has met all covenants on its Debt Facilities. The Group has prepared cash flow forecasts for a period of more than 12 months which anticipate a continuous upward trend of profitability and cash generation. As the Group has a strong focus on operational gearing, it can remain flexible during economically disruptive events which can have a negative effect on cash flow. At 31 December 2024, the Group had cash of £131.4 million from its continuing operations (2023: £55.9 million) and had undrawn banking facilities under the Debt Facility of £95 million (2023: £173 million), and at the date of this report has similar levels of liquidity which is expected to provide sufficient funds for the Group to discharge its liabilities as and when they fall due and ensure covenants are met. Based on the above, the directors believe that it remains appropriate to prepare the financial statements on a Going Concern basis. 2.4. Segment Reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision- maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions. 2.5. Foreign Currencies d) Functional and Presentation Currency Items included in the Financial Statements are measured using the currency of the primary economic environment in which the entity operates (the ‘functional currency’). The Financial Statements are presented in Pounds Sterling, rounded to the nearest £000’s, which is the Company’s functional currency. e) Transactions and Balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where such items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Income Statement. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Income Statement STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 199 within ‘finance income or costs’. An exception to this is when the borrowings exchange differences arise on monetary items that form part of the reporting entity’s net investment in a foreign operation, in the consolidated financial statements the exchange gain or loss will be shown in other comprehensive income. All other foreign exchange gains and losses are presented in the Income Statement within ‘Other net gains/(losses)’. Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss. Translation differences on non- monetary financial assets measured at fair value, such as equities classified as available for sale, are included in other comprehensive income. f) Group companies The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: - Assets and liabilities for each period end date presented are translated at the period-end closing rate; - Income and expenses for each Income Statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and - All resulting exchange differences are recognised in other comprehensive income. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income. On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of monetary items receivable from foreign subsidiaries for which settlement is neither planned nor likely to occur in the foreseeable future, are taken to other comprehensive income. When a foreign operation is sold, such exchange differences are recognised in the Income Statement as part of the gain or loss on sale. 2.6. Intangible Assets The Group measures goodwill as the fair value of the purchase consideration transferred including the recognised amount of any non-controlling interest in the acquiree, less the fair value of the identifiable assets acquired and liabilities assumed, all measured as of the acquisition date. If the total of consideration transferred, non-controlling interest recognised and previously held interest measured at fair value is less than the fair value of the net assets of the subsidiary acquired, in the case of a bargain purchase, the difference is recognised directly in the Income Statement. As reported within the CEO’s strategic report, a PPA was carried out to assess the fair value of the assets acquired in Bjorka Minerals, ST Investcija and the CRH Lime Acquisitions as at the completion date. As a result of this exercise, goodwill in Bjorka Minerals decreased from £10.6 million to £6.6 million with the corresponding movement being land and minerals and land and buildings. Goodwill in ST Investcija decreased from £3.6 million to £1.8 million with the corresponding movement being land and minerals. Goodwill in CRH Lime Acquisitions decreased from £406.1 million to £296 million with the corresponding movement being land and buildings, land and mineral reserves and plant and machinery. The current accounting policies regarding the subsequent treatment of intangible assets will apply to fair value uplift attributable to the PPA. Amortisation is provided on intangible assets to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight-line basis at the following annual rates: GOODWILL 0% CUSTOMER RELATIONS 7% – 12.5% INTELLECTUAL PROPERTY 10% – 12% RESEARCH AND DEVELOPMENT 10% – 20% BRANDING 5% – 10% OTHER INTANGIBLES 10% – 20% For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the entities, or group of entities, that are expected to benefit from the synergies of the combination. Goodwill is monitored at a Group level. Goodwill is not amortised however impairment reviews are undertaken annually, or more frequently if events or changes in circumstances indicate a potential impairment. Forecast cash flows for each operating segment have been discounted at rates of 9.90 per cent to 10.34 per cent (2023: discounted at rates of 9.30 per cent to 12.24 per cent); which was calculated based on market participants’ cost of capital and adjusted to reflect factors specific to each operating segment. When the carrying value of goodwill exceeds the recoverable amount (the higher of value in use and fair value less costs), an impairment is recognised immediately as an expense and is not subsequently reversed. Other intangibles consist of capitalised development costs for assets produced that assist in the operations of the Group and earn revenue. Impairment reviews are performed annually. Where the benefit of the intangible ceases or has been superseded, these are written off to the Income Statement. 2.7. Property, Plant and Equipment Property, plant and equipment is stated at cost, plus any PPA uplift, less accumulated depreciation and any accumulated impairment losses. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the Income Statement during the financial period in which they are incurred. Depreciation is provided on all property, plant and equipment to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight-line basis at the following annual rates: OFFICE EQUIPMENT 12.5% – 50% LAND AND BUILDINGS 0% – 10% PLANT AND MACHINERY 4% – 33% FURNITURE AND VEHICLES 7.5% – 33.3% CONSTRUCTION IN PROGRESS 0% The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised within ‘Other net gains/(losses)’ in the Income Statement. 2.8. Land, Mineral Rights and Restoration Costs Land, quarry development costs, which include directly attributable construction overheads and mineral rights are recorded at cost plus any PPA uplift. Land and quarry development are depreciated and amortised, respectively, using the units of production method, based on estimated recoverable tonnage. Where the Group has a legal or constructive obligation for restoration of a site the expected costs of restoring this site is provided for on a discounted basis. The initial cost of creating this provision is capitalised within property, plant and equipment and depreciated over the life of the site. The provisions are discounted to their present value at a rate which reflects the time value of money and risks specific to the liability. Changes in the measurement of a previously capitalised provision are accordingly added or deducted from the value of the asset. The depletion of mineral rights and depreciation of restoration costs are expensed by reference to the quarry activity during the period and remaining estimated amounts of mineral to be recovered over the expected life of the operation. The process of removing overburden and other mine waste materials to access mineral deposits is referred to as stripping. There are two types of stripping activity: - Development stripping is the initial overburden removal during the development phase to obtain access to a mineral deposit that will be commercially produced. - Production stripping relates to overburden removal during the normal course of production activities and commences after the first saleable minerals have been extracted from the component. Development stripping costs are capitalised as a development stripping asset when: - It is probable that future economic benefits associated with the asset will flow to the entity; and - The costs can be measured reliably. Production stripping can give rise to two benefits, the extraction of ore in the current period and improved access to the ore body component in future periods. To the extent that the benefit is the extraction of ore stripping costs are recognised as an inventory cost. To the extent that the benefit is improved access to future ore, stripping costs are recognised as a production stripping asset if the following criteria are met: - It is probable that the future economic benefit (improved access to ore) will flow to the entity; - The component of the ore body for which access has been improved can be identified; and - The costs relating to the stripping activity can be measured reliably. The development and production stripping assets are depreciated in accordance with units of production based on the proven and probable reserves of the relevant components. Stripping assets are classified as other minerals assets in property, plant and equipment. 2.9. Financial Assets Classification The Group’s financial assets consist of loans and receivables. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. (i) Financial Assets at Fair Value through Profit or Loss Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if expected to be settled within 12 months; otherwise, they are classified as non-current. (ii) Financial Assets at Fair Value through other comprehensive income A financial asset is classified and subsequently measured at fair value through other comprehensive income if it meets the SPPI criterion and is managed in a business model in which assets are held both for sale and to collect contractual cash flows, or if an investment in an equity instrument is elected to be measured at fair value through other comprehensive income. Derivatives eligible for hedge accounting are classified as financial assets at fair value through other comprehensive income. Notes to the Financial Statements STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 201 (iii) Loans and Receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. The Group’s loans and receivables comprise trade and other receivables and cash and cash equivalents at the year-end. Recognition and Measurement Regular purchases and sales of financial assets are recognised on the trade date – the date on which the Group commits to purchasing or selling the asset. Financial assets carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are expensed in the Income Statement. Financial assets are derecognised when the rights to receive cash flows from the assets have expired or have been transferred, and the Group has transferred substantially all of the risks and rewards of ownership. Loans and receivables are subsequently carried at amortised cost using the effective interest method. Gains or losses arising from changes in the fair value of financial assets at fair value through profit or loss are presented in the Income Statement within “Other (Losses)/ Gains” in the period in which they arise. Derivative Financial Instruments The majority of the Group’s strategic hedging programme is delivered using executory contracts to forward purchase exchange contracts or commodities for our own use. The Group uses financial instruments to manage financial risks associated with the Group’s underlying business activities and the financing of those activities. The Group does not undertake any trading in financial instruments. Derivatives are initially recognised at fair value and subsequently remeasured in future periods at fair value. The gain or loss on remeasurement is recognised immediately in profit or loss, unless a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability. In this instance the effective part of any gain or loss is recognised in the consolidated statement of comprehensive income and in the revaluation reserve. Amounts recorded in the revaluation reserve are subsequently reclassified to the consolidated income statement when the expense for the hedged transaction is actually recognised. To qualify for hedge accounting, the hedging relationship must meet several conditions with respect to documentation, probability of occurrence, hedge effectiveness and reliability of measurement. At inception of the hedge relationship, the Group documents the economic relationship between hedging instruments and hedged items, including whether changes in the cash flows of the hedging instruments are expected to offset changes in the cash flows of hedged items. The Group documents its risk management objective and strategy for undertaking its hedge transactions. The fair values of various derivative instruments used for hedging purposes are disclosed in Note 33. Movements on the revaluation reserve in shareholders’ equity are shown in Note 30. The full fair value of a hedging derivative is classified as a non-current asset or liability if the remaining maturity of the hedged item is more than 12 months, and as a current asset or liability if the remaining maturity of the hedged item is less than 12 months. Trading derivatives are classified as a current asset or liability. Impairment of Financial Assets The Group assesses at the end of each reporting period whether there is the need to recognise loss allowances for expected credit losses on financial assets. These are measured at amortised cost. The Group measures loss allowances at an amount equal to lifetime expected credit losses, except for bank balances for which credit risk has not increased significantly since initial recognition, which are measured as 12-month expected credit loss. The loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred), discounted at the financial asset’s original effective interest rate. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor’s credit rating), the reversal of the previously recognised impairment loss is recognised in the Income Statement. 2.10. Inventories Inventories are initially recognised at cost, and subsequently at the lower of cost and net realisable value, which is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of overheads based on normal operating capacity. Weighted average cost is used to determine the cost of ordinarily interchangeable items. 2.11. Trade Receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. Trade receivables are amounts due from third parties in the ordinary course of business. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets. Trade receivables – factoring The carrying amounts of the trade receivables excludes receivables which are subject to a factoring arrangement. Under this arrangement, the Group has transferred the relevant receivables to the factor in exchange for cash without recourse. Therefore, it doesn’t recognise the transferred assets in their entirety in its balance sheet. The value of factored receivables at each year end are as follows: 31 December 2024 £’000 31 December 2023 £’000 TOTAL FACTORING 6,039 5,927 2.12. Cash and Cash Equivalents Cash and cash equivalents comprise cash at bank and in hand and are subject to an insignificant risk of changes in value. 2.13. Share Capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. 2.14. Reserves Share Premium – the reserve for shares issued above the nominal value. This also includes the cost of share issues that occurred during the year. Retained Earnings – the retained earnings reserve includes all current and prior periods retained profit and losses. Share Option Reserve – represents share options awarded by the Company. Other Reserves comprise the following: Capital Redemption Reserve – the amount equivalent to the nominal value of shares redeemed by the Group. Foreign Currency Translation Reserve – represents the translation differences arising from translating the financial statement items from functional currency to presentational currency. Deferred Shares – are shares that effectively do not have any rights or entitlements. Capital Reserve – represents cash that can be used for future expenses or to offset any capital losses. Revaluation Reserve – represents the changes of values in certain assets and includes derivative instruments used for cash-flow hedging. 2.15. Financial Liabilities Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group’s financial liabilities include trade and other payables and loans. Subsequent measurement The measurement of financial liabilities depends on their classification, as described following: Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as defined by IFRS 9. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognised in the statement of profit or loss and other comprehensive income. Trade and other payables After initial recognition, trade and other payables are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the statement of profit or loss and other comprehensive income when the liabilities are derecognised, as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss and other comprehensive income. Bank and Other Borrowings Interest-bearing bank loans and overdrafts and other loans are recognised initially at fair value less attributable transaction costs. All borrowings are subsequently stated at amortised cost with the difference between initial net proceeds and redemption value recognised in the Income Statement over the period to redemption on an effective interest basis. Derecognition A financial liability is derecognised when the associated obligation is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit or loss and other comprehensive income. A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. Financial liabilities included in trade and other payables are recognised initially at fair value and subsequently at amortised cost. 2.16. Trade Payables Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. Notes to the Financial Statements STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 203 2.17. Provisions The Group provides for the costs of restoring a site where a legal or constructive obligation exists. The estimated future costs for known restoration requirements are determined on a site-by-site basis and are calculated based on the present value of estimated future costs. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, considering the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material). The increase in provisions due to the passage of time is included in the Consolidated Income Statement. 2.18. Taxation Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. Deferred tax is recognised using the liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets (including those arising from investments in subsidiaries), are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries only to the extent that it is probable the temporary difference will reverse in the future and there is sufficient taxable profit available against which the temporary difference can be used. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. Deferred tax is calculated at the tax rates (and laws) that have been enacted or substantively enacted by the statement of financial position date and are expected to apply to the period when the deferred tax asset is realised, or the deferred tax liability is settled. Deferred tax assets and liabilities are not discounted. 2.19. Non-underlying Items Non-underlying items are a non-UK IAS measure, but the Group have disclosed these separately in the financial statements, where it is necessary to do so to provide further understanding of the financial performance of the Group. They are items that are not expected to be recurring or do not relate to the ongoing operations of the Group’s business and non-cash items which distort the underlying performance of the business. 2.20. Revenue Recognition Group revenue arises from the sale of goods and contracting services. Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods or services supplied in course of ordinary business, stated net of discounts, returns and value added taxes. The Group recognises revenue in accordance with IFRS 15, identifying performance obligations within its contracts with customers, determining the transaction price applicable to each of these performance obligations and selecting an appropriate method for the timing of revenue recognition, reflecting the substance of the performance obligation at either a point in time or over time. Sale of goods Most of the Group’s revenue is derived from the sale of physical goods to customers. Depending on whether the goods are delivered to or collected by the customer, the contract contains either one performance obligation which is satisfied at the point of collection, or two performance obligations which are satisfied simultaneously at the point of delivery. The performance obligation of products sold are transferred according to the specific terms that have been formally agreed with the customer, generally upon delivery when the bill of lading is signed as evidence that they have accepted the product delivered to them. The transaction price for this revenue is the amount which can be invoiced to the customer once the performance obligations are fulfilled, reduced to reflect provisions recognised for returns, trade discounts and rebates. The Group does not routinely offer discounts or volume rebates, but where it does the variable element of revenue is based on the most likely amount of consideration that the Group believes it will receive. This value excludes items collected on behalf of third parties, such as sales and value added taxes. For all sales of goods, revenue is recognised at a point in time, being the point that the goods are transferred to the customer. Contracting services The majority of contracting services revenue arises from contract surfacing work, which typically comprises short- term contracts with a performance obligation to supply and lay product. Other contracting services revenue can contain more than one performance obligation dependent on the nature of the contract. The transaction price is calculated as consideration specified by the contract, adjusted to reflect provisions recognised for returns, remedial work arising in the normal course of business, trade discounts and rebates. Where the contract provides for elements of variable consideration, these values are included in the calculation of the transaction price only to the extent that it is ‘highly probable’ that a significant reversal in the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is resolved. Where the transaction price is allocated between multiple performance obligations on other contracts, this typically reflects the allocation of value to each performance obligation agreed with the end customer, unless this does not reflect the economic substance of the transaction. Performance obligations for contracting services are satisfied over time. Revenue is therefore recognised over time on an output basis, being volume of product laid for contract surfacing. As the performance obligations relating to contracting revenues have an expected duration less than 12 months, the Group has taken the practical expedient on the performance obligations disclosures. 2.21. Finance Income Interest income is recognised using the effective interest method. 2.22. Employee Benefits – Defined contribution plans The Group maintains defined contribution plans for which the Group pays fixed contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis and will have no legal or constructive obligation to pay further amounts. The Group’s contributions to defined contribution plans are charged to the Income Statement in the period to which the contributions relate. 2.23. Employee Benefits – Defined benefit plans The Group’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of the future benefit that employees have earned in the current and prior periods, discounting the amount and deducting the fair value of any plan assets. Defined benefit obligations are calculated annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements. Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in other comprehensive income. The Group determines the net interest expense (income) for the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense relating to defined benefit plans are recognised in profit or loss in net financial items. When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on the curtailment is recognised immediately in the profit or loss. The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs. 2.24. Share Based Payments The Group operates a number of equity-settled, share- based schemes, under which the entity receives services from employees or third-party suppliers as consideration for equity instruments (options and warrants) of the Group. The fair value of the third-party suppliers’ services received in exchange for the grant of the options is recognised as an expense in the Consolidated Income Statement or charged to equity depending on the nature of the service provided. The value of the employee services received is expensed in the Income Statement and its value is determined by reference to the fair value of the options granted: - Including any market performance conditions; - Excluding the impact of any service and non-market performance vesting conditions (for example, profitability or sales growth targets, or remaining an employee of the entity over a specified period); and - Including the impact of any non-vesting conditions (for example, the requirement for employees to save). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total expense or charge is recognised over the vesting period, which is the period over which all specified vesting conditions are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the Income Statement or equity as appropriate, with a corresponding adjustment to a separate reserve in equity. When the options are exercised, the Company issues new shares. The proceeds received, net of any directly attributable transaction costs, are credited to share capital (nominal value) and share premium when the options are exercised. 2.25. Discontinued Operations A discontinued operation is a component of the Group’s business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which: - Represents a separate major line of business or geographic area of operations; - Is part of a single co-ordinated plan to dispose of a Notes to the Financial Statements STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 205 separate major line of business or geographic area of operations; or - Is a subsidiary acquired exclusively with a view to re-sale. Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held-for-sale. The Group operates several business units which are constantly reviewed to ensure profitability. On 13 December 2024, the Group sold BMix, Goijens with an option to sell Betons. As a result, these businesses have been classed as a discontinued operation. 2.26. Leases The Group leases certain plant and equipment. Leases of plant and equipment where the Group has substantially all the risks and rewards of ownership are classified as Right-of- use assets and lease liability under IFRS 16. Right-of-use assets are measured at cost, comprising the initial amount of the lease liability adjusted for any lease prepayments, plus initial direct costs, less any lease incentives received. Right-of-use assets are depreciated using the straight-line method from the start of the lease to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. Each lease payment is allocated between the liability and finance charges. The corresponding rental obligations, net of finance charges, are included in long-term and short-term borrowings and are measured at the present value of future lease payments, discounted at the Group’s incremental borrowing rate and adjusted for time value of money. The interest element of the finance cost is charged to the Income Statement over the lease period to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The lease liabilities are shown in Note 24. The Group elects to apply the exemptions, permitted by IFRS 16, for lease assets and liabilities regarding short-term and low-value leases. Charges recognised in the consolidated income statement in respect of these leases are not significant to the Group. 3. Financial Risk Management 3.1. Financial Risk Factors The Group and Company’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group and Company’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group and Company’s financial performance. Risk management is carried out by the UK based management team under policies approved by the Board of Directors. a) Market Risk The Group is exposed to market risk, primarily relating to interest rate, foreign exchange and commodity prices. The Group has not sensitised the figures for fluctuations in interest rates, foreign exchange or commodity prices as the Directors are of the opinion that these fluctuations would not have a significant impact on the Financial Statements at the present time. The Group has a strong focus on operational gearing, allowing it to be flexible during economically disruptive events however the Directors will continue to assess the effect of movements in market risks on the Group’s financial operations and initiate suitable risk management measures where necessary. The Group has assessed the impact of the Interest Rate Benchmark Reform and confirms that it is not materially affected by the transition away from interbank offered rates (IBORs) or any other benchmark interest rate changes. The Group’s Debt Facility is designated in EURs and therefore subject to interest based on the EURIBOR rate. The Group will continue to monitor regulatory developments and market practices related to benchmark interest rate transitions to ensure compliance with any future requirements. b) Credit Risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises from cash and cash equivalents, derivative financial instruments and, principally, from the Group’s receivables from customers. Management monitors the exposure to credit risk on an ongoing basis and have credit insurance at a number of the Group’s subsidiaries. The Nordkalk and Fel’s entities don’t hold credit insurance as they have a stable customer base with minimal credit losses. No credit limits were exceeded during the period, and management does not expect any losses from non-performance by these counterparties. Exposure to credit risk The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was: 31 December 2024 £’000 31 December 2023 £’000 TRADE AND OTHER RECEIVABLES 171,929 102,432 CASH AND CASH EQUIVALENTS 131,356 55,872 303,285 158,304 Credit risk associated with cash balances is managed and limited by transacting with financial institutions with high- quality credit ratings. Trade and other receivables The Group’s exposure to credit risk stems mainly from the individual characteristics of each customer. However, management also considers the factors that could influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate. The Group has established a credit policy under which each new customer is analysed individually for creditworthiness, before the Group’s standard payment and delivery terms and conditions are offered to the customer. The Group’s review includes external ratings, when available, and in some cases bank references. Most of the Group’s customers have been trading with the Group for years, and no major credit losses have occurred with these customers. Credit risk is monitored by grouping customers according to their credit characteristics, including whether they are individuals or legal entities and whether they are wholesale, retail or end-user customers, as well as by geographic location, industry and the existence of previous financial difficulties. The maximum exposure to credit risk for trade and other receivables by reportable segment, was: 31 December 2024 £’000 31 December 2023 £’000 UK & IRELAND 43,619 20,350 WESTERN EUROPE 19,043 23,554 NORDICS 48,978 38,276 CENTRAL EUROPE 42,646 20,252 CORPORATE 17,643 - 171,929 102,432 Impairment At the reporting date the ageing of the trade receivables that were not impaired, were as follows: 31 December 2024 £’000 31 December 2023 £’000 TOTAL TRADE RECEIVABLES 135,410 85,033 NOT OVERDUE 105,795 66,536 OVERDUE 1 – 30 DAYS 18,905 15,286 OVERDUE 31 – 60 DAYS 6,064 1,646 OVERDUE 61 – 90 DAYS 1,433 495 MORE THAN 90 DAYS 5,321 1,573 IMPAIRMENT LOSS RECOGNISED (2,107) (503) Provisions for impairment of trade and other receivables are calculated on a lifetime expected loss model in line with the simplified approach available under IFRS 9 for Trade Receivables. The key inputs in determining the level of provision are the historical level of bad debts experienced by the Group and ageing of outstanding amounts. Movements during the year were as follows: 31 December 2024 £’000 31 December 2023 £’000 AT 1 JANUARY 713 382 AMOUNTS ARISING FROM BUSINESS COMBINATIONS 1,107 - CHARGED TO THE CONSOLIDATED INCOME STATEMENT DURING THE YEAR 102 177 MOVEMENT IN PROVISION 185 154 2,107 713 Derivatives Subsidiary currency risks are hedged by the parent or ultimate parent acting as counterparty in currency forward deals. External currency hedging is performed by finance and treasury functions as appropriate. In such deals, the counterparty is a bank or financial institution with a rating at least Baa3 from Moody’s rating agency. A comparable credit rating from a reputable credit rating agency is acceptable. Exceptions may be granted on an individual basis in rare cases where a bank is chosen for geographical reasons but does not fulfil the stipulated rating criteria. Items hedged against are CO2 emission rights, forecast energy consumption, loans in foreign currency and forecast earnings. c) Currency Risk The Group is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales and purchases are denominated and the respective functional currencies of Group companies. The functional currencies of Group companies are primarily the Pound, the Euro, the Polish Zloty (PLN), the Czech Koruna (CZK) and the Swedish Krona (SEK). The currencies in which these transactions are primarily denominated are GBP, CZK, EUR, PLN, and SEK. Additional exposures may arise from purchase of fuel in USD. At any point in time, the Group hedges on average 60 to 100 per cent of its estimated foreign currency exposure in respect of forecast sales and purchases over the following 12-18 months. The Group uses forward exchange contracts to hedge its currency risk, with a maturity of up to 12 months from the reporting date. Borrowings are, with a few exceptions, denominated in the subsidiaries’ domestic currencies. In respect of other monetary assets and liabilities denominated in foreign currencies, the Group’s policy is to ensure that its net exposure remains at an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances. Exposure to currency risk Currency risk sensitivity to a +/- 10 per cent change in the exchange rate is shown for the net currency position per currency. The summary of quantitative data relating to the Group’s exposure to currency risk as reported to the Group management is as follows: Notes to the Financial Statements STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 207 Notes to the Financial Statements 2024 GBP THOUSAND USD SEK NOK NET EXPOSURE (430) 24,524 (3,988) HEDGED 7,693 (18,022) 2,967 NET EXPOSURE 7,263 6,503 (1,021) SENSITIVITY ANALYSIS (+/- 10%) 726 650 (102) GBP THOUSAND PLN EUR CZK NET EXPOSURE 1,297 27,960 9,642 HEDGED 1,159 - - NET EXPOSURE 2,456 27,960 9,642 SENSITIVITY ANALYSIS (+/- 10%) 245 2,796 964 d) Liquidity Risk The Group’s continued future operations depend on the ability to raise sufficient working capital through the issue of equity share capital or debt. The Directors are reasonably confident that adequate funding will be forthcoming with which to finance operations owing to the continued support of the lenders and a history of successful capital raises. Controls over expenditure are carefully managed. 2024 CONTRACTUAL CASH FLOWS 1-12 months £’000 1-2 years £’000 2-5 years £’000 More than 5 years £’000 NON-DERIVATIVE FINANCIAL LIABILITIES LOANS 54,568 121,588 415,328 - TRADE PAYABLES 285,476 160 70,622 84,248 340,044 121,748 485,950 84,248 FUTURE FORECAST FINANCE CHARGES 1,924 1,824 4,791 10,469 341,968 123,572 490,741 94,717 DERIVATIVE FINANCIAL LIABILITIES FORWARD EXCHANGE CONTRACTS USED FOR HEDGING 264 - - - ELECTRICITY HEDGES 1,079 - - - 1,343 - - - The outflows disclosed in the above tables represent the contractual discounted and undiscounted cash flows relating to derivative financial liabilities held for risk management purposed and which are not usually closed out before contractual maturity. The only discounted cash flows in the above table is the deferred consideration owing on the CRH Lime Acquisitions. The interest payments on the variable interest rate loans in the table above reflect market forward interest rates at the reporting date and these amounts may change in line with changes in market interest rates. The future cash flows from derivative instruments may differ from the amount in the above table as interest rates and exchange rates change. Except for these financial liabilities, it is not expected that the cash flows included in the maturity analysis could occur significantly earlier or at significantly different amounts. 3.2. Capital Risk Management The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, to enable the Group to continue its construction material investment activities, and to maintain an optimal capital structure to reduce the cost of capital. To maintain or adjust the capital structure, the Group may adjust the issue of shares or sell assets to reduce debts. Under the Group’s New Debt Facilities, which has a carrying amount of £584.7 million (2023: 203.6 million), the Group is subject to covenants which are tested monthly and certified quarterly. These covenants are: - Group interest cover ratio set at a minimum of 3.5 times EBITDA while the Bridge Loan remains outstanding and then 4.0 times thereafter; and - A maximum adjusted leverage ratio, which is the ratio of total net debt, including further borrowings such as deferred consideration, to adjusted EBITDA, of 3.95x in 2024. As of 31 December 2024, the Group comfortably complied with its bank facility covenants under the terms of the debt facility agreement. There are no indications that the Group would have difficulties complying with the covenants in the future. The Group defines capital based on the total equity of the Company. The Group monitors its level of cash resources available against future planned operational activities and the Company may issue new shares in order to raise further funds from time to time. The gearing ratio on 31 December 2024 is as follows: Consolidated 31 December 2024 £’000 31 December 2023 £’000 TOTAL BORROWINGS (NOTE 24) 641,832 238,296 LESS: CASH AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS (NOTE 22) (131,356) (55,872) NET DEBT 510,476 182,424 TOTAL EQUITY 754,468 514,884 TOTAL CAPITAL 1,264,944 697,308 GEARING RATIO 0.40 0.26 4. Critical Accounting Estimates The preparation of the Financial Statements, in conformity with UK IASs, requires management to make estimates, assumptions and judgements that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amount of expenses during the year. Actual results may vary from the estimates used to produce these Financial Statements. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Significant items subject to such estimates, assumptions and judgements include, but are not limited to: a) Land and Mineral Reserves The determination of fair values of land and mineral reserves are carried out by appropriately qualified persons in accordance with the Appraisal and Valuation standards published by the Royal Institution of Chartered Surveyors. To determine the reserves, management will engage an independent volume and tonnage assessment, which involves a topographic survey of the quarry working, conducted in 3 dimensions for the date of the assessment using a computer aided design (CAD) system and a series of theoretical computer-generated models, taking into account geotechnical and hydrogeological factors, as well as ensuring that there is a practical extraction plan so that all the rock can be recovered. This produces a removal of overburden model and removal of mineral model. Following this, the volume of reserves is calculated and converted to tonnes by multiplying the volume by the density of the mineral. This process is based upon factors such as estimates of commodity prices and geological assumptions and judgements. Additional estimates include future capital requirements and production costs. The PPAs included the revaluation of land and minerals based on the estimated remaining reserves within St John’s, Les Vardes, Aberdo, Carrières du Hainaut, Harries, Nordkalk, JQG, Fels, Vitosov and Clogrennane. These are then valued based on the estimated remaining life of the mines and the net present value for the price per tonnage. b) Estimated Impairment of Goodwill Goodwill arising on business combinations is not amortised but is reviewed for impairment on an annual basis, or more frequently if there are indications that the goodwill may be impaired. Goodwill is allocated to groups of cash generating units according to the level at which management monitor that goodwill, which is at the level of operating segments. Where the carrying value exceeds the estimated recoverable amount (being the greater of fair value less costs and value- in-use), an impairment loss is recognised by writing down goodwill to its recoverable amount. When an impairment is recognised as an expense, it is not subsequently reversed. To assess the value-in-use, the net cash flow forecasts are extrapolated using long-term growth rates to determine the terminal value. These net cash flow forecasts reflect volumes, sales prices, cost of sales and administration costs assumptions in addition to other cash flow movements. Future cash flows, including the terminal value, are discounted to their present value using a pre-tax discount rate takes into account the current market assessments of the time value of money and the certain risks for which the future cash flow estimates have not been adjusted. The future cash flow estimates exclude net cash movement attributable to financing activities and income tax. The impairment test process requires management to make significant judgements and estimates regarding the valuation models, discount rates used, and future cash flows projected to be generated by the operating segment to which goodwill has been allocated. Further information on the impairment assessment and key assumptions used is detailed in note 17. The PPA assessments provide a reduction to the goodwill for each operating segment via the fair value assessment of the assets acquired in new entities as at the completion date. Goodwill has a carrying value of £446.9 million as at 31 December 2024 (31 December 2023: £169.7 million). Management has concluded that an impairment charge was not necessary to the carrying value of goodwill for the period ended 31 December 2024 (31 December 2023: £nil). See Note 2.6 to the Financial Statements. c) Restoration Provision The Group’s provision for restoration costs is an accounting estimate and has a carrying value at 31 December 2024 of £50 million (31 December 2023: £7.9 million) and relate to the removal of the plant and equipment held at quarries in the UK & Ireland, Central Europe and Nordics. The cost of removal is a judgement determined by management for the removal and disposal of the machinery at the point at which the reserves are no longer available for business use. Management judgements are based on a site- by-site basis on the evaluation of available information such as prior experience and current laws and regulations. There are a number of uncertainties which may impact management’s judgements including change in governments, laws and regulations, unknown factors and changes in technology. The restoration provision is a commitment to restore the site to a safe and secure environment. These provisions are reviewed annually. STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 209 Notes to the Financial Statements d) Recognition of deferred tax assets Uncertainty exists related to the availability of future taxable profit against which tax losses carried forward can be used, however deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profits will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based on the likely timing and level of future taxable profits, together with future tax planning strategies. Further information on income taxes is disclosed in Note 15. e) Fair value of financial instruments The fair values of financial instruments that cannot be determined based on quoted market prices and rates are established using different valuation techniques. The Group uses judgement to select methods and make assumptions that are mainly based on market conditions existing at the end of the reporting period. Factors regarding valuation techniques and their assumptions could affect the reported fair values. Further information on fair value of financial instruments is disclosed in note 33. 5. Dividends No dividend has been declared or paid by the Company during the year ended 31 December 2024 (2023: nil). 6. Segment Information Management has determined the operating segments based on reports reviewed by the Board of Directors that are used to make strategic decisions. During the periods presented the Group has four geographical regions, UK & Ireland which comprises of UK Lime, UK Stone, Irish Lime and UK Products; Western Europe which comprises of Belgian Stone and Belgian Products; Central Europe which comprises of German Lime, Czech Lime, Polish Lime, Polish Stone and Development and Nordics with comprises of Nordic Lime and Nordic Stone. Activities in the UK & Ireland, Western Europe, Central Europe and Nordics regions relate to the production of minerals and sale of materials, products and services. 31 December 2024 UK & Ireland £’000 Western Europe £’000 Nordics £’000 Central Europe £’000 Corporate £’000 Total £’000 REVENUE (CONTINUED OPERATIONS) 232,370 62,475 264,269 403,170 222 962,506 DEPRECIATION & AMORTISATION 16,561 6,625 17,945 30,699 232 72,062 NET FINANCE (EXPENSE)/INCOME 1,327 265 638 2,463 48,126 52,819 UNDERLYING PROFIT FROM OPERATIONS PER REPORTABLE SEGMENT 42,119 8,628 39,886 84,099 (14,103) 160,629 ADDITIONS TO NON-CURRENT ASSETS 180,512 (967) (34,854) 802,452 7,258 954,402 REPORTABLE SEGMENT NON-CURRENT ASSETS 370,233 120,500 387,595 839,059 10,172 1,727,558 REPORTABLE SEGMENT ASSETS 457,921 152,473 506,111 985,065 46,852 2,148,422 REPORTABLE SEGMENT LIABILITIES 109,220 68,803 103,652 494,096 618,978 1,394,750 Segment information has been provided on continued operations for income statement items. Discontinued operations assets and liabilities are included in the Western Europe region. For further information on discontinued operations, please refer to note 14. 31 December 2023 UK & Ireland £’000 Western Europe £’000 Nordics £’000 Central Europe £’000 Corporate £’000 Total £’000 REVENUE (CONTINUING OPERATIONS) 142,293 59,570 266,194 73,382 212 541,651 DEPRECIATION & AMORTISATION 10,373 4,392 18,368 4,514 193 37,840 NET FINANCE (EXPENSE)/INCOME 374 112 125 155 15,036 15,802 UNDERLYING PROFIT FROM OPERATIONS PER REPORTABLE SEGMENT 23,919 11,780 35,278 19,233 (11,833) 78,377 ADDITIONS TO NON-CURRENT ASSETS 12,757 20,375 4,236 1,211 486 39,065 REPORTABLE SEGMENT NON-CURRENT ASSETS 189,721 121,467 422,449 36,606 2,476 772,718 REPORTABLE SEGMENT ASSETS 235,894 157,524 546,735 62,778 12,329 1,015,261 REPORTABLE SEGMENT LIABILITIES 46,594 42,174 151,073 19,687 240,849 500,377 7. Revenue Consolidated CONTINUED OPERATIONS 31 December 2024 £’000 31 December 2023 £’000 HIGH-GRADE MINERALS 683,417 209,651 AGGREGATES AND STONE 115,004 138,168 VALUE-ADD PRODUCTS 164,085 193,832 962,506 541,651 The revenue figures above relate to continuing operations, including discontinued operations, total revenue for 2024 was £997.6 million and 2023 was £580.3 million. In prior years revenue was disclosed by upstream products, value added products and value-added services and now management has concluded that revenue is to be disclosed, high-grade minerals, aggregates and stone and value add products, to provide better clarity for the end user and align the way the Group refers to revenue throughout the annual report. High-grade minerals revenue relates to the sale of minerals to be used for industrial purposes and includes limestone powder, quicklime, ground calcium carbonate and aggregates. These revenues are recognised at a point in time as the product is transferred to the customer, except for contracting and similar services where revenue is recognised over time. Aggregates and stone revenue relates to construction aggregates and other non high-grade mineral products. These revenues are recognised in the same way as high-grade mineral revenues. Value added products is the sale of finished goods that have undertaken a manufacturing process within each of the subsidiaries. These revenues are recognised in the same way as high-grade mineral revenues. The Group contracting services revenue for the year ended 31 December 2024 was £26.4 million (2023: £27 million). Refer to note 2.20 for further information on contracting services. 8. Expenses by Nature Consolidated 31 December 2024 £’000 31 December 2023 £’000 COST OF SALES CHANGES IN INVENTORIES OF FINISHED GOODS AND WORK IN PROGRESS 12,074 9,210 RAW MATERIALS & PRODUCTION 315,048 172,831 DISTRIBUTION & SELLING EXPENSES 90,571 40,724 EMPLOYEES & CONTRACTORS 183,987 118,951 MAINTENANCE EXPENSE 39,274 23,870 PLANT HIRE EXPENSE 6,632 6,466 DEPRECIATION & AMORTISATION EXPENSE 72,062 37,840 OTHER COSTS OF SALE 14,286 8,204 TOTAL COST OF SALES 733,934 418,096 ADMINISTRATIVE EXPENSES OPERATIONAL ADMIN EXPENSES 102,077 48,724 CORPORATE ADMIN EXPENSES 43,547 38,915 TOTAL ADMINISTRATIVE EXPENSES 145,624 87,639 STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 211 Notes to the Financial Statements Corporate administrative expenses include £17 million (2023: £36.6 million) of non-underlying expenses. Refer to Note 11 for more information. Restructuring costs of £25 million are included throughout the cost of sales and administrative expenses. Refer to Note 11 for more information: During the year the Group (including its overseas subsidiaries) obtained the following services from the Company’s auditors and its associates: Consolidated 31 December 2024 £’000 31 December 2023 £’000 FEES PAYABLE TO THE COMPANY’S AUDITOR AND ITS ASSOCIATES FOR THE AUDIT OF THE COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS 484 533 FEES PAID OR PAYABLE TO THE COMPANY’S AUDITOR AND ITS ASSOCIATES FOR REPORTING ACCOUNTANT SERVICES ASSOCIATED WITH THE READMISSION OF THE COMPANY TRADING ON AIM - 600 484 1,133 9. Employee Benefits Expense Consolidated Company STAFF COSTS (EXCLUDING DIRECTORS) 31 December 2024 £’000 31 December 2023 £’000 31 December 2024 £’000 31 December 2023 £’000 SALARIES AND WAGES 148,525 94,227 4,678 4,265 POST-EMPLOYMENT BENEFITS 1,726 401 128 81 SOCIAL SECURITY CONTRIBUTIONS AND SIMILAR TAXES 12,188 3,852 1,005 1,051 OTHER EMPLOYMENT COSTS 10,966 7,099 - - SHARE BASED PAYMENTS 4,555 3 425 3 177,960 105,582 6,236 5,400 Consolidated Company AVERAGE NUMBER OF FTE EMPLOYEES BY FUNCTION 31 December 2024 # 31 December 2023 # 31 December 2024 # 31 December 2023 # MANAGEMENT 116 68 8 7 OPERATIONS 2,527 1,655 - - ADMINISTRATION 508 370 8 5 3,151 2,093 16 12 10. Directors’ Remuneration For the period ended 31 December 2024 Directors’ fees £’000 Bonus £’000 Taxable benefits £’000 Pension benefits £’000 Total £’000 EXECUTIVE DIRECTORS DAVID BARRETT 390 488 - 40 918 GARTH PALMER1 390 488 - 40 918 MAX VERMORKEN 550 688 - 40 1,278 NON-EXECUTIVE DIRECTORS TIMOTHY HALL 70 - - - 70 SIMON CHISHOLM 70 - - 7 77 JACQUES EMSENS 70 - - - 70 AXELLE HENRY 70 - - - 70 PETER JOHNSON2 50 - - - 50 FRANCESCA MEDDA2 50 - - - 50 1,710 1,664 - 127 3,501 For the period ended 31 December 2023 Directors’ fees £’000 Bonus £’000 Taxable benefits £’000 Pension benefits £’000 Total £’000 EXECUTIVE DIRECTORS DAVID BARRETT 375 469 15 22 881 GARTH PALMER 375 469 15 33 892 MAX VERMORKEN 475 594 15 48 1,132 NON-EXECUTIVE DIRECTORS TIMOTHY HALL 50 - - - 50 SIMON CHISHOLM 50 - - 5 55 JACQUES EMSENS 50 - - - 50 AXELLE HENRY 50 - - - 50 1,425 1,532 45 108 3,110 1 Resigned on 31 December 2024 2 Appointed on 12 April 2024 The bonuses earned in the year by the Directors reflect the performance of the business, were based on industry standard criteria taking into account external market data, were recommended by the Remuneration Committee and approved by the Board. STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 213 Notes to the Financial Statements 11. Non-underlying Items Consolidated 31 December 2024 £’000 31 December 2023 £’000 ACQUISITION RELATED EXPENSES 16,832 25,907 AMORTISATION AND REMEASUREMENT OF ACQUIRED ASSETS 9,452 6,572 AMORTISATION OF FINANCE COSTS 5,864 1,085 RESTRUCTURING EXPENSES 24,999 3,691 SHARE OPTION EXPENSE 6,942 4,001 UNWINDING OF DISCOUNT ON DEFERRED CONSIDERATION 2,942 443 NET OTHER NON-UNDERLYING EXPENSES & GAINS 2,482 368 69,513 42,067 Under IFRS 3 – Business Combinations, acquisition costs have been expensed as incurred. Additionally, the Group incurred additional costs associated with obtaining debt financing, including advisory fees to restructure. Acquisition related expenses include exclusivity, advisor, consulting, legal fees, accounting fees, insurance and other direct costs relating to acquisitions. During the year the Group finalised the acquisition of CRH’s European lime and industrial limestone assets which comprises the vast majority of the costs incurred during the year. Deal 1 completed on 4 January 2024, Deal 2 on 26 March 2024 and Deal 3 on 2 September 2024. Amortisation and remeasurement of acquired assets are non-cash items which distort the underlying performance of the businesses acquired. Amortisation of acquired assets arise from certain fair value uplifts resulting from the PPA. Remeasurement of acquired assets arises from ensuring assets from acquisitions are depreciated in line with Group policy. These are net of the deferred tax liability unwind on the asset fair value uplift. Restructuring expenses relate to the reorganisation and integration of recently acquired subsidiaries, including costs associated with site optimisation, transitional salary costs, redundancies, severance & recruitment fees, and costs associated with financial reporting and system migrations. Share option expense is the fair value of the LTIP’s issued in 2021 and share options issued on 4 January 2024, refer to Note 29 more information. Unwinding of discount on deferred consideration is a non- cash adjustment relating to deferred consideration arising on acquisitions. Amortisation of finance costs is the amortisation of borrowing costs on the Syndicated Senior Credit Facility. These costs are amortised over a 5-year period. Net other non-underlying expenses and gains include other advisory fees and other associated costs. 12. Net Finance Income/(Expense) Consolidated 31 December 2024 £’000 31 December 2023 £’000 NET INTEREST EXPENSE (44,370) (14,759) DIVIDENDS 357 423 OTHER FINANCE EXPENSE (5,864) (1,023) UNWINDING OF DISCOUNT ON DEFERRED CONSIDERATION (2,942) (443) (52,819) (15,802) 13. Other Net Gains/(Losses) Consolidated 31 December 2024 £’000 31 December 2023 £’000 GAIN/(LOSSES) ON DISPOSAL OF PROPERTY, PLANT AND EQUIPMENT 317 3,032 OTHER GAIN/(LOSS) 388 83 GAIN/(LOSS) ON CALL OPTIONS - (306) GAIN ON DISPOSAL OF SUBSIDIARY (REFER TO NOTE 14) 9,804 - SHARE OF EARNINGS FROM JOINT VENTURES 316 596 FAIR VALUE GAIN ON EBT SHARES 4,937 - FOREX MOVEMENT (1,402) (300) 14,360 3,105 14. Discontinued Operations In December 2024, the Group disposed of non-core Belgian and French concrete plants, BMix, Goijens and with the option to sell Betons. The disposal of BMix and Goijens completed in December with Betons due to close in 2025. SALE OF SUBSIDIARY 31 December 2024 £’000 31 December 2023 £’000 TOTAL CONSIDERATION RECEIVED 30,388 - CARRYING AMOUNT OF NET ASSETS SOLD (12,553) - REPAYMENT OF LOAN (8,031) - GAIN ON SALE 9,804 - Financial information relating to the discontinued operation for the period is set out below. INCOME STATEMENT 31 December 2024 £’000 31 December 2023 £’000 REVENUE 35,108 38,634 COST OF SALES (29,706) (31,276) GROSS PROFIT 5,402 7,358 ADMINISTRATION (3,541) (2,518) OTHER EXPENSES (580) (62) CORPORATIONS TAX (603) (868) PROFIT FROM DISCONTINUED OPERATION 678 3,910 FX TRANSLATION RESERVE (6) (7) TOTAL COMPREHENSIVE INCOME FROM DISCONTINUED OPERATION 672 3,903 BASIC EARNINGS PER SHARE ATTRIBUTABLE TO OWNERS OF THE PARENT (EXPRESSED IN PENCE PER SHARE) 0.06 0.57 CASH MOVEMENT 31 December 2024 £’000 31 December 2023 £’000 NET CASH OUTFLOW FROM OPERATING ACTIVITIES 4,191 4,596 NET CASH INFLOW FROM INVESTING ACTIVITIES (2,058) (15,519) NET CASH INFLOW FROM FINANCING ACTIVITIES 349 6,382 NET INCREASE / (DECREASE) IN CASH GENERATED BY THE SUBSIDIARY 2,482 (4,541) BALANCE SHEET 31 December 2024 £’000 31 December 2023 £’000 NON-CURRENT ASSETS AS HELD FOR SALE PROPERTY, PLANT AND EQUIPMENT 1,336 10,248 INTANGIBLE ASSETS 2,705 2,230 OTHER RECEIVABLES 16 16 4,057 12,494 CURRENT ASSETS AS HELD FOR SALE TRADE AND OTHER RECEIVABLES 1,804 9,755 INVENTORIES 367 1,170 CASH AND CASH EQUIVALENTS 944 3,594 3,115 14,519 TOTAL ASSETS 7,172 27,013 NON-CURRENT LIABILITIES AS HELD FOR SALE DEFERRED TAX LIABILITY - 16 - 16 CURRENT LIABILITIES AS HELD FOR SALE TRADE AND OTHER PAYABLES 1,433 7,381 CURRENT TAX PAYABLE 110 611 1,543 7,992 TOTAL LIABILITIES 1,543 8,008 NET ASSETS OF THE DISPOSAL GROUP 5,629 19,005 STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 215 Notes to the Financial Statements 15. Taxation Consolidated TAX RECOGNISED IN CONSOLIDATED INCOME STATEMENT 31 December 2024 £’000 31 December 2023 £’000 CURRENT TAX 20,266 8,833 DEFERRED TAX (3,735) 1,578 TOTAL TAX CHARGE IN THE INCOME STATEMENT 16,531 10,411 Consolidated RECOGNISED WITHIN THE CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 31 December 2024 £’000 31 December 2023 £’000 DEFERRED TAX – RETIREMENT BENEFIT OBLIGATIONS 9 8 DEFERRED TAX – CASH FLOW HEDGES 195 1,379 TOTAL TAX RECOGNISED WITHIN THE CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 204 1,387 The differences between the total tax charge and the amount calculated by applying the standard UK corporation tax of 23.52% (2022: 19%) to the profit before tax of the Group are as follows: Consolidated 31 December 2024 £’000 31 December 2023 £’000 PROFIT ON ORDINARY ACTIVITIES BEFORE TAX 44,489 23,219 CURRENT TAX USING THE UK CORPORATION TAX RATE OF 25% (2023: 19.00%) 11,146 5,804 EFFECTS OF: EXPENSES NOT DEDUCTIBLE 7,860 5,405 INCOME NOT TAXABLE (6,179) (2,228) DEFERRED TAX NOT RECOGNISED 8,710 2,169 ADJUSTMENT TO TAX CHARGE IN RESPECT OF PRIOR PERIODS (1,392) 784 EFFECT OF OVERSEAS TAX RATES (3,639) (1,238) CHANGES IN TAX RATES 25 (192) CHANGE TO TAX FOR DISCONTINUED OPERATIONS - (93) TAX CHARGE 16,531 10,411 Legislation to increase the rate of corporation tax in the UK from 1 April 2023 was substantially enacted on 24 May 2021. On 20 June 2023, Finance (No.2) Act 2023 was substantively enacted in the UK, introducing a global minimum effective tax rate of 15%. The legislation implements a domestic top-up tax and a multinational top-up tax, effective for accounting periods starting on or after 31 December 2023. However, this legislation does not apply to the Group in the financial year beginning 1 January 2024 as its consolidated revenue does not meet the legislation requirements of being greater than €750m in two of the four preceding years. The Group will continue to monitor the legislation in future years. DEFERRED TAX ASSET Tax losses £’000 Temporary timing differences £’000 Total £’000 AT 1 JANUARY 2024 14 24 38 RECLASSIFICATION - - - CHARGED DIRECTLY TO INCOME STATEMENT - 293 293 AT 31 DECEMBER 2024 14 317 331 DEFERRED TAX LIABILITY Tax losses £’000 Temporary timing differences £’000 Total £’000 AS AT 1 JANUARY 2024 (2,194) 74,413 72,219 DISPOSALS - (1,072) (1,072) ACQUISITION OF SUBSIDIARY - 143,948 143,948 CHARGED/(CREDITED) DIRECTLY TO INCOME STATEMENT 1,907 (4,825) (2,918) AMOUNT CHARGED/ (CREDITED) TO OCI - (195) (195) AMOUNT CHARGED/ (CREDITED) TO EQUITY - (957) (957) EFFECT OF MOVEMENTS IN FOREIGN EXCHANGE 12 (14,749) (14,737) AT 31 DECEMBER 2024 (275) 196,563 196,288 Deferred tax assets and liabilities are offset to the extent that there is a legally enforceable right to offset current tax assets against current tax liabilities. Deferred tax assets in relation to losses of £3.5 million (2023: £3.6 million) and other temporary differences including corporate interest restriction of £11.7 million (2023: £6.1 million) have not been recognised due to uncertainty over their recoverability. 16. Property, Plant and Equipment Consolidated Office Equipment £’000 Land and minerals £’000 Land and buildings £’000 Plant and machinery £’000 Vehicles £’000 Right of use £’000 Construction in progress £’000 Total £’000 COST AS AT 1 JANUARY 2023 5,093 436,420 158,894 325,213 22,525 39,434 11,695 999,274 ACQUIRED THROUGH ACQUISITION 92 3,218 10,533 23,595 2,689 938 245 41,310 TRANSFER BETWEEN CLASSES/ REALLOCATION FROM INTANGIBLES - 6,478 (78) 1,798 (214) (154) (1,479) 6,351 FAIR VALUE ADJUSTMENT - 406 - - - 2,507 - 2,913 ADDITIONS 206 5,849 3,072 15,416 3,388 2,211 10,048 40,190 DISPOSALS - (36) (1,987) (7,234) (531) (3,079) - (12,867) FOREX (73) (3,705) 421 (2,849) (215) 217 18 (6,186) AS AT 31 DECEMBER 2023 5,318 448,630 170,855 355,939 27,642 42,074 20,527 1,070,985 AS AT 1 JANUARY 2024 5,318 448,630 170,855 355,939 27,642 42,074 20,527 1,070,985 DISCONTINUED OPERATIONS - - (157) (908) (50) (428) - (1,543) ACQUIRED THROUGH ACQUISITION - 277,034 78,724 312,057 12,511 20,527 13,496 714,349 DISPOSAL OF SUBSIDIARY (427) - (5,604) (9,396) (5,745) (787) - (21,959) TRANSFER BETWEEN CLASSES/ REALLOCATION FROM INTANGIBLES - (2,064) (2,199) 6,341 743 49 (5,892) (3,022) FAIR VALUE ADJUSTMENT - 126,472 24,364 (365) 340 - - 150,810 ADDITIONS 147 5,026 5,799 34,022 1,800 8,553 16,212 71,559 DISPOSALS - (2,171) (4,991) (1,569) (732) (2,127) - (11,590) FOREX (102) (3,082) (4,351) (12,905) 153 (402) (1,277) (21,966) AS AT 31 DECEMBER 2024 4,936 849,845 262,440 683,216 36,662 67,459 43,066 1,947,624 DEPRECIATION AS AT 1 JANUARY 2023 4,440 79,901 81,382 239,308 17,337 22,446 - 444,814 TRANSFER BETWEEN CLASSES/ REALLOCATION FROM INTANGIBLES 13 1,737 - 276 - 428 - 2,454 ACQUIRED THROUGH ACQUISITION 45 762 6,772 20,285 1,723 - - 29,587 CHARGE FOR THE YEAR 206 7,994 4,919 16,640 1,567 5,608 - 36,934 DISPOSALS - (27) (1,718) (5,240) (217) (2,736) - (9,938) FOREX (64) (1,369) (456) (1,452) 67 (2,154) - (5,428) AS AT 31 DECEMBER 2023 4,640 88,998 90,899 269,817 20,477 23,592 - 498,423 AS AT 1 JANUARY 2024 4,640 88,998 90,899 269,817 20,477 23,592 - 498,423 DISCONTINUED OPERATIONS - - (6) (115) (39) (48) - (208) ACQUIRED THROUGH ACQUISITION - 44,717 18,942 105,849 5,645 841 - 175,994 DISPOSAL OF SUBSIDIARY (206) - (1,106) (6,794) (4,398) (645) - (13,149) TRANSFER BETWEEN CLASSES/ REALLOCATION FROM INTANGIBLES - 1,032 (1,687) 1,455 (204) (136) - 460 CHARGE FOR THE YEAR 173 18,841 8,256 31,703 2,839 7,644 - 69,456 DISPOSALS - - - (768) (603) (2,243) - (3,614) FOREX (129) (277) (1,961) (14,756) (1,177) (383) - (18,683) AS AT 31 DECEMBER 2024 4,478 153,311 113,337 386,391 22,540 28,622 - 708,679 NET BOOK VALUE AS AT 31 DECEMBER 2023 678 359,632 79,956 86,122 7,165 18,482 20,527 572,562 AS AT 31 DECEMBER 2024 458 696,534 149,103 296,825 14,122 38,837 43,066 1,238,945 * Refer to note 17 for further information regarding the PPA fair value adjustment. STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 217 Notes to the Financial Statements Right of use assets Office Equipment £’000 Land and minerals £’000 Land and buildings £’000 Plant and machinery £’000 Vehicles £’000 Total £’000 COST AS AT 1 JANUARY 2023 - 4,089 6,114 29,231 - 39,434 ACQUIRED THROUGH ACQUISITION - - 170 768 - 938 TRANSFER BETWEEN CLASSES - - - (154) - (154) FAIR VALUE ADJUSTMENT - - 2,507 - - 2,507 ADDITIONS - 525 12 1,662 12 2,211 DISPOSALS - - (209) (2,870) - (3,079) FOREX - 34 1 182 - 217 AS AT 31 DECEMBER 2023 - 4,648 8,595 28,819 12 42,074 AS AT 1 JANUARY 2024 - 4,648 8,595 28,819 12 42,074 DISCONTINUED OPERATIONS - - - (428) - (428) ACQUIRED THROUGH ACQUISITION 955 711 17,046 1,742 73 20,527 TRANSFER BETWEEN CLASSES - - - - 49 49 DISPOSAL OF SUBSIDIARY - - - (787) - (787) ADDITIONS 270 385 413 7,485 - 8,553 DISPOSALS (179) (28) (406) (1,514) - (2,127) FOREX (67) (187) (29) (119) - (402) AS AT 31 DECEMBER 2024 979 5,529 25,619 35,198 134 67,459 DEPRECIATION AS AT 1 JANUARY 2023 - 749 2,384 19,313 - 22,446 ACQUIRED THROUGH ACQUISITION - - 4 424 - 428 CHARGE FOR THE YEAR - 260 839 4,504 4 5,607 DISPOSALS - (288) (146) (2,302) - (2,736) FOREX - 10 1 (2,165) - (2,154) AS AT 31 DECEMBER 2023 - 731 3,083 19,774 4 23,592 AS AT 1 JANUARY 2024 - 731 3,083 19,774 4 23,592 DISCONTINUED OPERATIONS - - - (48) - (48) ACQUIRED THROUGH ACQUISITION 544 - 162 135 - 841 TRANSFER BETWEEN CLASSES - - - (136) - (136) DISPOSAL OF SUBSIDIARY - - - (645) - (645) CHARGE FOR THE YEAR 257 184 1,949 5,234 20 7,644 DISPOSALS (179) - (406) (1,658) - (2,243) FOREX (27) (76) (11) (269) - (383) AS AT 31 DECEMBER 2024 595 839 4,777 22,387 24 28,622 NET BOOK VALUE AS AT 31 DECEMBER 2023 - 3,917 5,512 9,045 8 18,482 AS AT 31 DECEMBER 2024 384 4,690 20,842 12,811 110 38,837 Company Office Equipment £’000 Land and buildings £’000 Motor vehicles £’000 Right of use £’000 Total £’000 COST AS AT 1 JANUARY 2023 259 - - 222 481 ADDITIONS 6 - - 12 18 DISPOSALS - - - - - AS AT 31 DECEMBER 2023 265 - - 234 499 AS AT 1 JANUARY 2024 265 - - 234 499 ADDITIONS 15 - - 612 627 DISPOSALS - - - - - AS AT 31 DECEMBER 2024 280 - - 846 1,126 DEPRECIATION AS AT 1 JANUARY 2023 100 - - 124 224 CHARGE FOR THE YEAR 50 - - 59 109 DISPOSALS - - - - - AS AT 31 DECEMBER 2023 150 - - 183 333 AS AT 1 JANUARY 2024 150 - - 183 333 CHARGE FOR THE YEAR 52 - - 92 144 DISPOSALS - - - - - AS AT 31 DECEMBER 2024 202 - - 275 477 NET BOOK VALUE AS AT 31 DECEMBER 2023 115 - - 51 166 AS AT 31 DECEMBER 2024 78 - - 571 649 STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 219 Notes to the Financial Statements 17. Intangible Assets Consolidated Goodwill £’000 Customer Relations £’000 Intellectual property £’000 Research & Development £’000 Branding £’000 Other Intangibles £’000 Total £’000 COST AS AT 1 JANUARY 2023 147,739 10,725 2,027 5,938 3,611 23,652 193,692 ADDITIONS - 1,114 - 4 - 1,739 2,857 REALLOCATIONS - (77) (2,027) (122) (401) (6,490) (9,117) PROVISIONAL ADDITIONS THROUGH BUSINESS COMBINATION 23,685 - - - - - 23,685 FOREX (1,087) - - 132 - 1,225 270 AS AT 31 DECEMBER 2023 170,337 11,762 - 5,952 3,210 20,126 211,387 AS AT 1 JANUARY 2024 170,337 11,762 - 5,952 3,210 20,126 211,387 ADDITIONS - - 100 - - 3,358 3,458 REALLOCATIONS - - - - - 2,064 2,064 ADDITIONS THROUGH BUSINESS COMBINATION 401,337 - - - - 8,353 409,690 FAIR VALUE ADJUSTMENTS – BJORKA MINERALS & ST INVESTICIJA (5,718) - - - - - (5,718) FAIR VALUE ADJUSTMENTS – CRH LIME ACQUISITIONS (114,660) (114,660) DISPOSAL OF SUBSIDIARY (3,836) (2,085) - - - - (5,921) DISCONTINUED OPERATIONS - - - - - (3,030) (3,030) FOREX (595) (597) - (224) - (1,518) (2,934) AS AT 31 DECEMBER 2024 446,865 9,080 100 5,728 3,210 29,353 494,336 DEPRECIATION AS AT 1 JANUARY 2023 - 2,424 1,726 5,454 533 14,445 24,582 CHARGE FOR THE YEAR - 1,079 - 60 159 1,215 2,513 REALLOCATIONS - - (1,726) - - (1,735) (3,461) FOREX - - - 132 - (427) (295) AS AT 31 DECEMBER 2023 - 3,503 - 5,646 692 13,498 23,339 AS AT 1 JANUARY 2024 - 3,503 - 5,646 692 13,498 23,339 CHARGE FOR THE YEAR - 1,020 2 46 160 2,074 3,302 ACQUIRED THROUGH BUSINESS COMBINATION - - - - - 5,246 5,246 DISPOSAL OF SUBSIDIARY - (449) - - - - (449) DISCONTINUED OPERATIONS - - - - - (326) (326) FOREX - (66) - (190) - (20) (276) AS AT 31 DECEMBER 2024 - 4,008 2 5,502 852 20,472 30,836 NET BOOK VALUE AS AT 31 DECEMBER 2023 170,337 8,259 - 306 2,518 6,628 188,048 AS AT 31 DECEMBER 2024 446,865 5,072 98 226 2,358 8,881 463,500 An adjustment has been made to reflect the initial accounting for the CRH Lime Acquisitions by the Company, being the elimination of the investment in the CRH Lime Acquisitions against the non-monetary assets acquired and recognition of goodwill. In 2024, the Company determined the fair value of the net assets acquired pursuant to the CRH Lime Acquisitions, via a Purchase Price Allocation (‘PPA’) exercise. - For Fels, the PPA determined a decrease of £79.2 million of goodwill with the corresponding movement to uplift the value of Land and Minerals, Land and Buildings and Plant and Machinery, this is net off by a deferred tax liability on the PPA of £23.2 million; - For Vitosov, the PPA determined a decrease of £26.5 million of goodwill with the corresponding movement to uplift the value of Land and Minerals, Land and Buildings and Plant and Machinery, this is net off by a deferred tax liability on the PPA of £5.6 million; - For Clogrennane, the PPA determined a decrease of £25.2 million of goodwill with the corresponding movement to uplift the value of Land and Minerals, Land and Buildings and Plant and Machinery, this is net off by a deferred tax liability on the PPA of £3.1 million; - For Buxton, the PPA determined a decrease of £13.3 million of goodwill with the corresponding movement to uplift the value Land and Buildings and Plant and Machinery, this is net off by a deferred tax liability on the PPA of £3.3 million; - For Nordkalk Wapno, the PPA determined a decrease of £6.7 million of goodwill with the corresponding movement to uplift the value of Land and Buildings and Plant and Machinery, this is net off by a deferred tax liability on the PPA of £1.3 million. In 2024, PPA adjustments were made to acquisitions in 2023 of Bjorka Minerals and ST Investicija during the measurement period. The Group didn’t include provisional adjustments for the reduction in goodwill in the year ended 31 December 2023 and in 2024, an adjustment of £5.7 million was posted which hasn’t resulted in the restatement of 2023 figures as it is considered immaterial to the Group. As at 31 December 2023, the initial accounting for these assets was incomplete as they were pending completion of the PPA during the measurement period. The Group refrains from making internal provisional adjustments to goodwill given the subjectivity and difficulty in quantifying the potential uplifts. All PPA adjustments to goodwill are provided by an independent third party and are completed during the measurement period in line with IFRS 3. The intangible asset classes are: - Goodwill is the excess of the consideration transferred and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the net identifiable assets; - Customer relations is the value attributed to the key customer lists and relationships; - Intellectual property is the patents owned by the Group; - Research and development is the acquisition of new technical knowledge and trying to improve existing processes or products or; developing new processes or products; - Branding is the value attributed to the established company brand; and - Other intangibles consist of capitalised development costs for assets produced that assist in the operations of the Group and incur revenue. Amortisation of intangible assets is included in cost of sales on the Income Statement. Development costs have been capitalised in accordance with the requirements of IAS 38 and are therefore not treated, for dividend purposes, as a realised loss. Impairment tests for goodwill Goodwill arising on business combinations is not amortised but is reviewed for impairment on an annual basis, or more frequently if there are indications that the goodwill may be impaired. Goodwill is allocated to groups of cash generating units according to the level at which management monitor that goodwill, which is at the level of operating segments. A total of twenty-one operating segments are considered to be Ronez, Topcrete, Poundfield, CCP, Rightcast, Retaining, Harries, Buxton and Johnston in the UK; Clogrennane in Ireland; CDH, Stone and GduH in Belgium; Betons in France; Fels in Germany; Vitosov in Czechia; Nordkalk Wapno and Nordkalk Poland in Poland and Nordkalk Finland, Nordkalk Sweden and Nordkalk Estonia in Northern Europe. The operating segments are then allocated to regions. The Goodwill allocated to each region is shown below: 31 DECEMBER 2024 UK & Ireland £’000 Western Europe £’000 Central Europe £’000 Nordics £’000 GOODWILL ALLOCATED TO REGION AT BALANCE SHEET DATE 138,913 14,808 210,678 82,466 DISCOUNT RATE APPLIED TO CASH FLOW PROJECTIONS 10.15% 10.34% 10.24% 9.90% AVERAGE EBITDA MARGIN OVER 5 YEARS 21.3% 25.8% 27.5% 28.8% HEADROOM 289,310 82,263 177,346 438,626 LONG TERM GROWTH RATES 2% 2% 2% 2% 31 DECEMBER 2023 UK & Ireland £’000 Western Europe £’000 Nordics £’000 GOODWILL ALLOCATED TO REGION AT BALANCE SHEET DATE 53,621 23,200 93,516 DISCOUNT RATE APPLIED TO CASH FLOW PROJECTIONS 9.3% 12.24% 11.17% AVERAGE EBITDA MARGIN OVER 5 YEARS 23.1% 22.9% 21.9% HEADROOM 157,640 37,963 261,047 LONG TERM GROWTH RATES 2% 2% 2% STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 221 Notes to the Financial Statements Key assumptions The key assumptions used in performing the impairment review are set out below: Cash flow projections The key assumptions and methodology used in respect of the operating segments are consistent with those described above. The values applied to each of the key estimates and assumptions are specific to the individual operating segment and are based on past experience and forecast future trading conditions. The cash flows and terminal value were projected in line with the methodology disclosed above. Long-term growth rates Cash flow projections are prudently based on 2 per cent (2023: 2 per cent) and therefore provides significant of headroom. Discount rate Forecast cash flows for each operating segment have been discounted at rates of 9.90 per cent to 10.34 per cent (2023: discounted at rates of 9.30 per cent to 12.24 per cent); which was calculated based on market participants’ cost of capital and adjusted to reflect factors specific to each operating segment. Sensitivity The Group has applied sensitivities to assess whether any reasonable possible changes in assumptions could cause an impairment that would be material to these consolidated Financial Statements. The table below identifies the amounts by which each of the following assumptions would decline or increase to arrive at a zero excess of the present value of future cash flows over the book value of net assets in the three operating segments selected for sensitivity analysis disclosure: REDUCTION IN CASH FLOWS 2.0% - 5.0% INCREASE IN DISCOUNT RATE 2.5% - 4.7% REDUCTION IN GROWTH RATE 2.0% This demonstrated that a 1.0% (2023: 1.0%) increase in the discount rate would not cause an impairment and the annual growth rate is assumed to be 2.0% (2023: 2.0%). The Directors have therefore concluded that no impairment to goodwill is necessary. 18. Investment in Subsidiary Undertakings COMPANY 31 December 2024 £’000 31 December 2023 £’000 SHARES IN SUBSIDIARY UNDERTAKINGS AT BEGINNING OF THE YEAR 488,812 482,622 ADDITIONS 182,640 6,190 INTERCOMPANY TRANSFER OF INVESTMENTS 16,228 - DISPOSALS (10,246) - AT PERIOD END 677,435 488,812 LOAN TO/(FROM) GROUP UNDERTAKINGS 419,095 78,493 TOTAL 1,096,530 567,305 Investments in Group undertakings are stated at cost less impairment. Details of subsidiaries at 31 December 2024 are as follows: NAME OF SUBSIDIARY Country of incorporation Share capital held by Company Share capital held by Group Principal activities SIGMAFIN LIMITED England £45,181,877 Holding company FOELFACH STONE LIMITED England £1 Construction materials SIGMAGSY LIMITED Guernsey £1 Shipping logistics RONEZ LIMITED Jersey £2,500,000 Construction materials PALLOT TARMAC (2002) LIMITED Jersey £2 Road contracting services ISLAND AGGREGATES LIMITED Guernsey £6,500 Waste recycling TOPCRETE LIMITED England £926,828 Pre-cast concrete producer A. LARKIN (CONCRETE) LIMITED England £37,660 Dormant ALLEN (CONCRETE) LIMITED England £100 Holding company POUNDFIELD PRODUCTS (GROUP) LIMITED England £22,167 Holding company POUNDFIELD PRODUCTS (HOLDINGS) LIMITED England £651 Holding company POUNDFIELD INNOVATIONS LIMITED England £6,357 Patents & licencing POUNDFIELD PRECAST LIMITED England £63,568 Pre-cast concrete producer GREENBLOC LIMITED England £1 Dormant CCP BUILDING PRODUCTS LIMITED England £50 Construction materials CHESHIRE CONCRETE PRODUCTS LIMITED England £1 Dormant CLWYD CONCRETE PRODUCTS LIMITED England £100 Dormant COUNTRY CONCRETE PRODUCTS LIMITED England £100 Dormant PPG PROJECTS LIMITED England £100 Dormant CCP AGGREGATES LIMITED England £100,000 Construction materials STONE SERVICE CENTER Belgium €23,660,763 Holding company CARRIÈRES DU HAINAUT SCA Belgium €16,316,089 Construction materials GRANULATS DU HAINAUT SA Belgium €62,000 Construction materials WEST REGION SRC SRL Belgium €760,000 Holding company GDH (HOLDINGS) LIMITED England £54,054 Construction materials GERALD D. HARRIES & SONS LIMITED England £112 Construction materials GD HARRIES & SONS LIMITED England £1 Dormant STONE HOLDING COMPANY SA Belgium €100 Construction materials CUVELIER PHILIPPE SA Belgium €750 Construction materials NORDKALK OY AB Finland €1,000,000 Limestone quarrying and processing NORDKALK AB Sweden €2,439,000 Limestone quarrying and processing KALKPRODUKTION STORUGNS AB Sweden €293,000 Limestone quarrying and processing NORDKALK AS Estonia €959,000 Limestone quarrying and processing NORDKALK GMBH Germany €50,000 Limestone quarrying and processing NORDKALK SP.Z O.O Poland €19,637,000 Limestone quarrying and processing SUOMEN KARBONAATTI OY Finland €2,102,000 Limestone quarrying and processing NKD HOLDING OY AB Finland €3,000 Holding company NORDEKA MADEN A.S Turkey €1,020,000 Limestone quarrying and processing BALTIC AGGREGATES OY Finland €1 Crushing stone NK – EAST OY Finland €8,869 Holding company NORDKALK UKRAINE TOV Ukraine €539 Mining rights NORDKALK PRYKARPATTYA TOV Ukraine €308 Dormant JOHNSTON QUARRY GROUP LIMITED England £190 Holding company BUILDING STONE LIMITED England £1 Stone producing STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 223 Notes to the Financial Statements NAME OF SUBSIDIARY Country of incorporation Share capital held by Company Share capital held by Group Principal activities CSSL NO.2 LIMITED England £1 Dormant GUITING QUARRY LIMITED England £100 Construction materials BATH STONE GROUP LIMITED England £110 Holding company MONKS PARK MINERALS LIMITED England £1 Dormant BATH STONE COMPANY LIMITED England £13,620 Minerals rights BATH STONE COMPANY (BSC) LIMITED England £1 Construction materials HARTHAM PARK MINERALS LIMITED England £1 Dormant COSTWOLD STONE SALES LIMITED England £1 Dormant FLICK QUARRY LIMITED England £1 Dormant CREETON QUARRY LIMITED England £100 Dormant OATHILL QUARRY LIMITED England £1 Dormant ROPSLEY QUARRY LIMITED England £100 Dormant RIGHTCAST LIMITED England £103 Concrete manufacturer CANTERAS LA BELONGA SA Spain €273,575 Construction materials NAYLES BARN QUARRY LIMITED England £100 Dormant C B COLLIER QUARRY LIMITED England £1 Dormant RETAINING HOLDINGS LIMITED England £67 Holding company RETAINING (UK) LIMITED England £100 Retaining wall system GEOCAST LTD England £100 Retaining wall system JUUAN DOLOMIITTIKALKKI OY Finland €52,700 Limestone quarrying and processing ST INVESTICIJA UAB Lithuania €2,900 Stone producing COMPUS UAB Lithuania €2,896 Stone producing DRASEIKIU KARJERAS UAB Lithuania €203,000 Stone producing BALTIJOS KARJERAI UAB Lithuania €12,876 Stone producing KARJERU VERSLAS UAB Lithuania €61,712 Stone producing KVYKLIU KARJERAS UAB Lithuania €102,500 Stone producing BJÖRKA MINERAL AB Sweden €60 Limestone quarrying and processing SIGMACEN GMBH Germany €25,000 Holding company FELS HOLDINGS GMBH Germany €25,000 Holding company FELS-WERKE GMBH Germany €5,113,000 Limestone quarrying and processing FELS NETZ GMBH Germany €600,000 Railway operation FELS VERTRIEBS AND SERVICE GMBH & CO. KG Germany €2,000,000 Lime and Limestone sales VÁPENKA VITOSOV S.R.O Czechia CZK150,000,000 Limestone quarrying and processing BUXTON LIME LIMITED England £1 Limestone processing SIGMAROC SHELFCO LIMITED England £1 Dormant SIGMA LIME IRE LIMITED Ireland €100 Holding company CLOGRENNANE LIME LIMITED Ireland €375,000 Limestone quarrying and processing MAVECOTILL INVESTMENTS SP. Z.O.O. Poland PLN 5,000 Holding company NORDKALK WAPNO SP Z.O.O Poland PLN 419,310,000 Limestone processing SIGMALIME SOLUTIONS LIMITED Jersey £2 Holding company BALTIC CO2 MANAGEMENT OU Estonia €10,000 CO2 Management NAME OF SUBSIDIARY Registered office address SIGMAFIN LIMITED 6 Heddon Street, London W1B 4BT FOELFACH STONE LIMITED 6 Heddon Street, London W1B 4BT SIGMAGSY LIMITED Les Vardes Quarry, Route de Port Grat, St Sampson, Guernsey, GY2 4TF RONEZ LIMITED Ronez Quarry, La Route Du Nord, St John, Jersey, JE3 4AR PALLOT TARMAC (2002) LIMITED Ronez Quarry, La Route Du Nord, St John, Jersey, JE3 4AR ISLAND AGGREGATES LIMITED Les Vardes Quarry, Route de Port Grat, St Sampson, Guernsey, GY2 4TF TOPCRETE LIMITED 38 Willow Lane, Mitcham, Surrey, CR4 4NA A. LARKIN (CONCRETE) LIMITED 38 Willow Lane, Mitcham, Surrey, CR4 4NA ALLEN (CONCRETE) LIMITED 38 Willow Lane, Mitcham, Surrey, CR4 4NA POUNDFIELD PRODUCTS (GROUP) LIMITED The Grove, Creeting St. Peter, Ipswich, England, IP6 8QG POUNDFIELD PRODUCTS (HOLDINGS) LIMITED The Grove, Creeting St. Peter, Ipswich, England, IP6 8QG POUNDFIELD INNOVATIONS LIMITED The Grove, Creeting St. Peter, Ipswich, England, IP6 8QG POUNDFIELD PRECAST LIMITED The Grove, Creeting St. Peter, Ipswich, England, IP6 8QG GREENBLOC LIMITED The Grove, Creeting St. Peter, Ipswich, England, IP6 8QG CCP BUILDING PRODUCTS LIMITED Llay Road, Llay, Wrexham, Clwyd, LL12 0TL CHESHIRE CONCRETE PRODUCTS LIMITED Llay Road, Llay, Wrexham, Clwyd, LL12 0TL CLWYD CONCRETE PRODUCTS LIMITED Llay Road, Llay, Wrexham, Clwyd, LL12 0TL COUNTRY CONCRETE PRODUCTS LIMITED Llay Road, Llay, Wrexham, Clwyd, LL12 0TL PPG PROJECTS LIMITED Llay Road, Llay, Wrexham, Clwyd, LL12 0TL CCP AGGREGATES LIMITED Llay Road, Llay, Wrexham, Clwyd, LL12 0TL STONE SERVICE CENTER Rue de Cognebeau 245, B-7060 Soignies, Belgium CARRIÈRES DU HAINAUT SCA Rue de Cognebeau 245, B-7060 Soignies, Belgium GRANULATS DU HAINAUT SA Rue de Cognebeau 245, B-7060 Soignies, Belgium WEST REGION SRC SRL Rue de Cognebeau 245, B-7060 Soignies, Belgium GDH (HOLDINGS) LIMITED Rowlands View, Templeton, Narbeth, SA67 8RG GERALD D. HARRIES & SONS LIMITED Rowlands View, Templeton, Narbeth, SA67 8RG GD HARRIES & SONS LIMITED 6 Heddon Street, London W1B 4BT STONE HOLDING COMPANY SA Avenue Louise 292, BE-1050 Ixelles, Belgium CUVELIER PHILIPPE SA Avenue Louise 292, BE-1050 Ixelles, Belgium NORDKALK OY AB Skräbbölentie 18, FI-21600, Parainen, Finland NORDKALK AB Box 901, 731 29 Köping KALKPRODUKTION STORUGNS AB Strugns, 620 34 Lärbro NORDKALK AS Lääne-Viru maakond, Väike- Maarja vald, Rakke alevik, F.R Faehlmanni tee 11a, 46301 NORDKALK GMBH Innungsstrabe 7, 21244 Buchholz in der Nordheide NORDKALK SP.Z O.O ul. Plac Na Groblach, nr 21, lok. Miejsc, Krakow, kod 31-101, poczta, Krakow, kraj Polska SUOMEN KARBONAATTI OY Ihalaisen teollisuusalue, 53500 Lappeenranta NKD HOLDING OY AB Skräbbölentie 18, 21600 Parainen, Finland NORDEKA MADEN A.S Levent MH.Cömert Sk. Yapi Kredi Blokl.c Blok no.1 c/17 Besiktas BALTIC AGGREGATES OY Skräbbölentie 18, FI-21600, Parainen, Finland NK – EAST OY Skräbbölentie 18, FI-21600, Parainen, Finland NORDKALK UKRAINE TOV Ivana Makukha st. 14, 78000, Ivano-Frankivsk Oblast, Tlumach, Ukraine NORDKALK PRYKARPATTYA TOV Galytska st 10, 7600 Ivano-Frankivsk, Ukraine JOHNSTON QUARRY GROUP LIMITED Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD BUILDING STONE LIMITED Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 225 Notes to the Financial Statements NAME OF SUBSIDIARY Country of incorporation CSSL NO.2 LIMITED Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD GUITING QUARRY LIMITED Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD COTSWOLDS STONE SALES LIMITED Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD MONKS PARK MINERALS LIMITED Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD BATH STONE COMPANY (BSC) LIMITED Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD BATH STONE COMPANY LIMITED Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD HARTHAM PARK MINERALS LIMITED Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD COSTWOLD STONE SALES LIMITED Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD FLICK QUARRY LIMITED Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD CREETON QUARRY LIMITED Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD OATHILL QUARRY LIMITED Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD ROPSLEY QUARRY LIMITED Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD RIGHCAST LIMITED Unit W4 Junction 38 Business Park, Darton, Barnsley, South Yorkshire, S75 5QQ CANTERAS LA BELONGA SA Oviedo, Cellagu-Latores, 33193, Spain NAYLES BARN QUARRY LIMITED Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD C B COLLIER QUARRY LIMITED Westfield Lodge Butchers Hill, Great Tew, Chipping Norton, Oxfordshire, England, OX7 4AD RETAINING HOLDINGS LIMITED Hughes House, Cargo Fleet Road, Middlesbrough, United Kingdom, TS3 6AG RETAINING (UK) LIMITED Hughes House, Cargo Fleet Road, Middlesbrough, United Kingdom, TS3 6AG GEOCAST LTD Hughes House, Cargo Fleet Road, Middlesbrough, United Kingdom, TS3 6AG JUUAN DOLOMIITTIKALKKI OY Onninpolku 1, 83900 Juuka, Finland ST INVESTICIJA UAB Raudondvario pl. 131B, Kaunas, Lithuania COMPUS UAB Raudondvario pl. 131B, Kaunas, Lithuania DRASEIKIU KARJERAS UAB Raudondvario pl. 131B, Kaunas, Lithuania BALTIJOS KARJERAI UAB Raudondvario pl. 131B, Kaunas, Lithuania KARJERU VERSLAS UAB Raudondvario pl. 131B, Kaunas, Lithuania KVYKLIU KARJERAS UAB Raudondvario pl. 131B, Kaunas, Lithuania BJÖRKA MINERAL AB Södra Tullgatan 3, 211 40 Malmö, Sweden SIGMACEN GMBH Innungsstrasse 7, 21244 Buchholz FELS HOLDINGS GMBH Geheimrat-Ebert-Strasse 12, 38640 Goslar, Germany FELS-WERKE GMBH Geheimrat-Ebert-Strasse 12, 38640 Goslar, Germany FELS NETZ GMBH Hornberg 1, 38875 Oberharz am Brocken, Germany FELS VERTRIEBS AND SERVICE GMBH & CO. KG Geheimrat-Ebert-Strasse 12, 38640 Goslar, Germany VÁPENKA VITOSOV S.R.O Hrabová 54, 789 01 Hrabová, Czechia BUXTON LIME LIMITED Tunstead House Annex, Waterswallows Road, Buxton, United Kingdom, SK17 8TG SIGMAROC SHELFCO LIMITED Tunstead House Annex, Waterswallows Road, Buxton, United Kingdom, SK17 8TG SIGMA LIME IRE LIMITED Raheendoran, Clogrennane, Carlow, R93 EV26, lreland CLOGRENNANE LIME LIMITED Fonthill, Clogrennane, Co. Carlow, R93 EV26, Ireland MAVECOTILL INVESTMENTS SP. Z.O.O. Sitkówka 24, 26-052 Nowiny NORDKALK WAPNO SP Z.O.O Sitkówka 24, 26-052 Nowiny SIGMALIME SOLUTIONS LIMITED Ronez Quarry, La Route du Nord, St John, Jersey JE2 4AR BALTIC CO2 MANAGEMENT OU Lõõtsa tn 1a,Lasnamäe linnaosa, Tallinn, 11415 Harju maakond, Estonia For the year ended 31 December 2024 the following subsidiaries were entitled to exemption from audit under section 479A of the Companies Act 2006: - SigmaFin Limited - Foelfach Stone Limited - Topcrete Limited - A. Larkin (Concrete) Limited - Allen (Concrete) Limited - Poundfield Products (Group) Limited - Poundfield Products (Holdings) Limited - Poundfield Innovations Limited - Poundfield Precast Limited - Greenbloc Limited - CCP Building Products Limited - Cheshire Concrete Products Limited - Clwyd Concrete Products Limited - Country Concrete Products Limited - CCP Trading Limited - CCP Aggregates Limited - GDH (Holdings) Limited - Gerald D. Harries & Sons Limited - GD Harries & Sons Limited - Johnston Quarry Group Limited - Building Stone Limited - CSSL No.2 Limited - Guiting Quarry Limited - Cotswolds Stone Sales Limited - Monks Park Minerals Limited - Bath Stone Company (BSC) Limited - Bath Stone Company Limited - Hartham Park Minerals Limited - Costwold Stone Sales Limited - Flick Quarry Limited - Creeton Quarry Limited - Oathill Quarry Limited - Ropsley Quarry Limited - Rightcast Limited - Retaining Holdings Limited - Retaining (UK) Limited - Geocast Ltd - Nayles Barn Quarry Limited - C B Collier Quarry Limited - Buxton Lime Limited Impairment review The performance of all companies for the year ended 31 December 2024 are in line with forecasted expectations and as such there have been no indications of impairment. 19. Investment in Equity Accounted Associates & Joint Ventures Nordkalk has a joint venture agreement with Franzefoss Minerals AS, managing a lime kiln located in Norway which was entered into on 5 August 2004. The Group entered into a joint venture agreement partnering with Arcelor Mittal, to invest in green quicklime and dolime production in Dunkirk, which was entered into on 11 September 2022. The Group has one non-material local associate in Pargas, Pargas Hyreshus Ab. 31 December 2024 £’000 31 December 2023 £’000 INTERESTS IN ASSOCIATES 531 605 INTEREST IN JOINT VENTURE 6,212 6,448 6,743 7,053 PROPORTION OF OWNERSHIP INTEREST HELD NAME Country of incorporation 31 December 2024 £’000 31 December 2023 £’000 NORFRAKALK AS Norway 50% 50% AMELI GREEN LIME SOLUTIONS France 47.5% 47.5% Summarised financial information The key assumptions used in performing the impairment review are set out below: NORFRAKALK AS – COST AND NET BOOK VALUE 31 December 2024 £’000 31 December 2023 £’000 CURRENT ASSETS 8,045 7,735 NON-CURRENT ASSETS 7,768 10,078 CURRENT LIABILITIES (2,688) (2,739) NON-CURRENT LIABILITIES (3,763) (4,651) 9,362 10,423 For the period 1 January 2024 to 31 December 2024 £’000 For the period 1 January 2023 to 31 December 2023 £’000 REVENUES 15,940 15,903 PROFIT AFTER TAX FROM CONTINUING OPERATIONS 633 1,372 STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 227 Notes to the Financial Statements 20. Trade and Other Receivables CONSOLIDATED COMPANY 31 December 2024 £’000 31 December 2023 £’000 31 December 2024 £’000 31 December 2023 £’000 CURRENT ASSET TRADE RECEIVABLES 133,628 85,033 15,293 3,690 PREPAYMENTS 8,819 6,961 1,107 422 OTHER RECEIVABLES 15,758 7,040 8 1,220 158,205 99,034 16,408 5,332 NON-CURRENT ASSET OTHER RECEIVABLES 13,724 3,398 11,289 - 13,724 3,398 11,289 - The carrying value of trade and other receivables classified as loans and receivables approximates fair value. Trade and other receivables include a doubtful debts provision of £2.1 million. Refer to note 3.1b for further information. The carrying amounts of the Group and Company’s trade and other receivables are denominated in the following currencies: CONSOLIDATED COMPANY 31 December 2024 £’000 31 December 2023 £’000 31 December 2024 £’000 31 December 2023 £’000 UK POUNDS 43,753 22,013 20,261 5,052 EUROS 87,246 57,839 7,436 - SWEDISH KRONA 13,782 15,240 - - ZLOTYS 20,634 6,518 - - CZECH KORUNA 5,611 - - - TURKISH LIRA 903 822 - - 171,929 102,432 27,697 5,052 Other classes of financial assets included within trade and other receivables do not contain impaired assets. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security. 21. Inventories CONSOLIDATED COST AND NET BOOK VALUE 31 December 2024 £’000 31 December 2023 £’000 RAW MATERIALS AND CONSUMABLES 61,741 32,823 FINISHED AND SEMI-FINISHED GOODS 56,069 44,265 WORK IN PROGRESS 9,872 7,221 127,682 84,309 The amount recognised as change of value in inventory included in cost of sales was £12.1 million (31 December 2023: (£9 million)). 22. Cash and Cash Equivalents CONSOLIDATED COMPANY 31 December 2024 £’000 31 December 2023 £’000 31 December 2024 £’000 31 December 2023 £’000 CASH AT BANK AND ON HAND – CONTINUING OPERATIONS 131,356 55,872 25,363 7,925 131,356 55,872 25,363 7,925 All of the Group’s cash at bank is held with institutions with a credit rating of at least A-. Exceptions may be granted on an individual basis in rare cases where a bank is chosen for geographical reasons but does not fulfil the stipulated rating criteria. The carrying amounts of the Group and Company’s cash and cash equivalents are denominated in the following currencies: CONSOLIDATED COMPANY 31 December 2024 £’000 31 December 2023 £’000 31 December 2024 £’000 31 December 2023 £’000 UK POUNDS 29,981 11,111 14,329 4,617 EUROS 64,443 37,308 11,034 3,308 SWEDISH KRONA 4,365 4,938 - - ZLOTYS 23,375 2,137 - - CZECH KORUNA 7,431 43 - - US DOLLAR 1,362 - - - TURKISH LIRA 399 335 - - 131,356 55,872 25,363 7,925 23. Trade and Other Payables CONSOLIDATED COMPANY 31 December 2024 £’000 31 December 2023 £’000 31 December 2024 £’000 31 December 2023 £’000 CURRENT LIABILITIES TRADE PAYABLES 81,458 78,572 11,224 15,184 WAGES PAYABLE 15,142 13,715 - - ACCRUALS 156,271 46,120 9,165 15,462 VAT PAYABLE/(RECEIVABLE) 6,776 3,366 (70) (1,654) DEFERRED CONSIDERATION 5,039 8,887 2,293 3,865 OTHER PAYABLES 19,360 7,539 189 1,225 284,046 158,199 22,801 34,082 NON-CURRENT LIABILITIES DEFERRED CONSIDERATION 146,562 8,208 5,692 5,260 OTHER PAYABLES 8,468 - - - 155,030 8,208 5,692 5,260 STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 229 Notes to the Financial Statements The carrying amounts of the Group and Company’s trade and other payables are denominated in the following currencies: CONSOLIDATED COMPANY 31 December 2024 £’000 31 December 2023 £’000 31 December 2024 £’000 31 December 2023 £’000 UK POUNDS 55,245 49,003 16,626 29,114 EUROS 332,275 80,349 11,867 9,908 SWEDISH KRONA 19,019 26,712 - 320 ZLOTYS 26,766 10,029 - - UKRAINIAN HRYVNIA 4 11 - - US DOLLAR 85 - - - CZECH KORUNA 5,475 - - - TURKISH LIRA 208 303 - - 439,077 166,407 28,493 39,342 24. Borrowings CONSOLIDATED COMPANY 31 December 2024 £’000 31 December 2023 £’000 31 December 2024 £’000 31 December 2023 £’000 NON-CURRENT LIABILITIES SYNDICATED SENIOR CREDIT FACILITY 534,998 174,090 534,998 174,090 BANK LOANS 1,918 5,986 - - FINANCE LEASE LIABILITIES 8,622 7,853 - - IFRS 16 LEASES 31,506 12,863 389 - 577,044 200,792 535,387 174,090 CURRENT LIABILITIES SYNDICATED SENIOR CREDIT FACILITY 49,722 29,500 49,722 29,500 BANK LOANS 4,846 1,209 - - FINANCE LEASE LIABILITIES 2,520 2,066 - - IFRS 16 LEASES 7,700 4,729 131 43 64,788 37,504 49,853 29,543 On 22 November 2023 the Company entered into a new syndicated senior credit facility of up to €750 million (the ‘Debt Facilities’) led by Santander UK and BNPP, with the syndicate including several major UK and European banks and a further €125 million bridge loan (‘Bridge Loan’). The Debt Facilities comprise a €600 million committed term facility, €150 million revolving credit facility and a further €100 million uncommitted accordion. The Debt Facilities are secured by a floating charge over the assets of SigmaRoc and its subsidiaries as defined as obligors within the Debt Facilities. Interest is charged at a rate between 2.00% and 3.50% above EURIBOR (‘Interest Margin’), based on the calculation of the adjusted leverage ratio for the relevant period. For the period ending 31 December 2024, the Interest Margin was 2.75%. For further information on covenants, please refer to note 3.2. The carrying amounts and fair value of the non-current borrowings are: CARRYING AMOUNT AND FAIR VALUE 31 December 2024 £’000 31 December 2023 £’000 SYNDICATED SENIOR CREDIT FACILITY 534,998 174,090 BANK LOANS 1,918 5,986 FINANCE LEASE LIABILITIES 8,622 7,853 IFRS 16 LEASES 31,506 12,863 577,044 200,792 Lease Liabilities Lease liabilities are effectively secured, as the rights to the leased asset revert to the lessor in the event of default. Leases which are entered into as a hire purchase agreement, or a finance lease is shown as finance leases. CONSOLIDATED FINANCE LEASE LIABILITIES – MINIMUM LEASE PAYMENTS 31 December 2024 £’000 31 December 2023 £’000 NOT LATER THAN ONE YEAR 10,220 6,795 LATER THAN ONE YEAR AND NO LATER THAN FIVE YEARS 18,410 15,647 LATER THAN FIVE YEARS 21,717 5,069 50,347 27,511 FUTURE FINANCE CHARGES ON FINANCE LEASE LIABILITIES 19,008 4,466 PRESENT VALUE OF FINANCE LEASE LIABILITIES 69,355 31,977 For the year ended 31 December 2024, the total finance charges were £1.8 million (2022: £1 million). The contracted and planned lease commitments were discounted using a weighted average incremental borrowing rate of 6.5%. The present value of finance lease liabilities is as follows: CONSOLIDATED 31 December 2024 £’000 31 December 2023 £’000 NOT LATER THAN ONE YEAR 10,884 7,236 LATER THAN ONE YEAR AND NO LATER THAN FIVE YEARS 19,606 16,664 LATER THAN FIVE YEARS 23,129 5,398 PRESENT VALUE OF FINANCE LEASE LIABILITIES 53,619 29,298 Reconciliation of liabilities arising from financing activities is as follows: CONSOLIDATED Long-term borrowings £’000 Short-term borrowings £’000 Lease liabilities £’000 Liabilities arising from financing activities £’000 AS AT 1 JANUARY 2024 180,076 30,709 27,511 238,296 INCREASE/ (DECREASE) THROUGH FINANCING CASH FLOWS (304,742) (30,709) (8,829) (344,280) INCREASE FROM REFINANCING 750,464 2,523 12,046 765,033 COST OF BORROWINGS (14,858) - - (14,858) AMORTISATION OF FINANCE ARRANGEMENT FEES 5,865 - - 5,865 INCREASE THROUGH OBTAINING CONTROL OF SUBSIDIARIES - - 20,167 20,167 TRANSFER BETWEEN CLASSES (51,897) 51,897 - - FOREIGN EXCHANGE MOVEMENT (27,991) 148 (548) (28,391) AS AT 31 DECEMBER 2024 536,916 54,568 50,347 641,832 Transfer between classes refers to long term borrowings moving to short term borrowings as they are due within 12 months. For debt maturity schedule, please refer to note 3.1(d). Reconciliation of cash flow movement to movement in net debt: 31 December 2024 £’000 31 December 2023 £’000 OPENING NET DEBT (182,462) (193,853) NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 75,484 (12,751) FOREIGN EXCHANGE DIFFERENCES - CASH AND CASH EQUIVALENTS 3,854 1,273 DISCONTINUED OPERATIONS 944 - NET CASH FLOW MOVEMENTS IN DEBT FINANCING (405,895) 26,986 NON CASH MOVEMENTS DEBT ACQUIRED VIA ACQUISITIONS (20,167) (971) AMORTISATION OF FINANCE COSTS (5,864) (1,085) FOREIGN EXCHANGE MOVEMENT 28,391 1,753 OTHER NON-CASH MOVEMENTS (4,761) (3,776) NET DEBT 510,476 182,424 STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 231 Notes to the Financial Statements 25. Provisions CONSOLIDATED 31 DECEMBER 2024 Restoration £’000 Restructuring £’000 Other £’000 Total £’000 CURRENT LIABILITIES AS AT 1 JANUARY 3,231 1,694 3,564 8,489 ACQUIRED ON BUSINESS COMBINATION - 4,189 - 4,189 REALLOCATE BETWEEN CURRENT AND NON-CURRENT (3,231) - - (3,231) ADDITION/(DEDUCTION) - 9,003 (3,564) 5,439 AS AT 31 DECEMBER - 14,886 - 14,886 NON-CURRENT LIABILITIES AS AT 1 JANUARY 4,724 - - 4,724 ACQUIRED ON BUSINESS COMBINATION 42,185 - 33,651 75,836 REALLOCATE BETWEEN CURRENT AND NON-CURRENT 3,231 - - 3,231 ADDITION/(DEDUCTION) (145) - 3,395 3,250 AS AT 31 DECEMBER 49,995 - 37,046 87,041 CONSOLIDATED 31 DECEMBER 2023 Restoration £’000 Restructuring £’000 Other £’000 Total £’000 CURRENT LIABILITIES AS AT 1 JANUARY 1,970 1,760 2,866 6,596 ACQUIRED ON BUSINESS COMBINATION 922 - - 922 ADDITION/(DEDUCTION) 339 (66) 698 971 AS AT 31 DECEMBER 3,231 1,694 3,564 8,489 NON-CURRENT LIABILITIES AS AT 1 JANUARY 4,100 - - 4,100 ACQUIRED ON BUSINESS COMBINATION 624 - - 624 ADDITION/(DEDUCTION) - - - - AS AT 31 DECEMBER 4,724 - - 4,724 The provision total is made up of £595,000 as a restoration provision for the St John’s and Les Vardes sites; £86,812 for the Aberdo site; £172,303 for quarries in Wales; £6.6 million for the Nordkalk sites; £109,000 for the Johnston sites; £40 million for the German sites; £415,000 for the Czechia sites; £1.8 million for Buxton; and £252,000 for La Belonga which are all based on the removal costs of the plant and machinery at the sites and restoration of the land. Of the remaining amount, £1.9 million is for other restructuring costs in the Nordkalk entities, £3 million is the provision for early retirement in Belgium, where salaried workers can qualify for early retirement based on age, £34 million is the pension and provision for early retirement in Germany and £14 million for redundancies and other payroll provisions in Germany. The provision for pension and early retirement consists of the estimated amount that will be paid by the employer to the “early retired workers” till the age of the full pension. Refer to Note 26 for more information. The future reclamation cost value is discounted by 6% (2023 8%). 26. Retirement benefit schemes The Group sponsors various post-employment benefit plans. These include both defined contribution and defined benefit plans as defined by IAS 19 Employee Benefits. Defined contribution plans For defined contribution plans outside Belgium, the Group pays contributions to publicly or privately administered pension funds or insurance contracts. Once the contributions have been paid, the Group has no further payment obligation. The contributions are expensed in the year in which they are due. For the year ended, contributions paid into defined contribution plans amounted to £351,011. Defined benefit plans The Group has group insurance plans for some of its Belgian, German, Swedish and Polish employees funded through defined payments to insurance companies. The Belgian pension plans are by law subject to minimum guaranteed rates of return. In the past the minimum guaranteed rates were 3.25% on employer contributions and 3.75% on employee contributions. A law of December 2015 (enforced on 1 January 2016) modifies the minimum guaranteed rates of return applicable to the Group’s Belgian pension plans. For insured plans, the rates of 3.25% on employer contributions and 3.75% on employee contributions will continue to apply to the contributions accumulated before 2016. For contributions paid on or after 1 January 2016, a variable minimum guaranteed rate of return with a floor of 1.75% applies. The Group obtained actuarial calculations for the periods reported based on the projected unit credit method. The Swedish plan provides an old-age pension cover for plan members whereas plan members receive a lump sum payment upon retirement in the Polish plan. Both Swedish and Polish plans are based on collective labour agreements. The German plan is an unfunded pension plan and has three other unfunded long-term benefit obligations (i) Fels Death In-Service Benefit Plan (ii) the Germany Fels Jubilee Plan and (iii) Fels Deferred Compensation Plan. The defined benefit pension schemes and deferred compensation schemes provide benefits which are specific to each scheme and are based on different factors including years of service, fixed pension amounts and benefits based on final salary. Other long-term employee benefits provide benefits to all employees based on the number of years of service or a fixed amount for death in service. Through its defined benefit plans, the Group is exposed to a number of risks. A decrease in bond yields will increase the plan liabilities. Some of the Group’s pension obligations are linked to inflation and higher inflation will lead to higher liabilities. The majority of the plans’ obligations are to provide benefits for the life of the plan member, so increases in life expectancy will result in an increase in the plans’ liabilities. EMPLOYEE BENEFITS AMOUNT IN THE STATEMENT OF FINANCIAL POSITION 31 December 2024 £’000 31 December 2023 £’000 ASSETS - - LIABILITIES 36,834 4,355 NET DEFINED BENEFIT LIABILITY AT END OF YEAR 36,834 4,355 AMOUNTS RECOGNISED IN THE STATEMENT OF FINANCIAL POSITION 31 December 2024 £’000 31 December 2023 £’000 PRESENT VALUE OF FUNDED DEFINED BENEFIT OBLIGATIONS 1,017 967 FAIR VALUE OF PLAN ASSETS - (153) 1,017 814 PRESENT VALUE OF UNFUNDED DEFINED BENEFIT OBLIGATION 35,817 3,541 UNRECOGNISED PAST SERVICE COST - - TOTAL 36,834 4,355 AMOUNTS RECOGNISED IN THE INCOME STATEMENT 31 December 2024 £’000 31 December 2023 £’000 CURRENT SERVICE COST 626 152 INTEREST COST 1,292 112 EXPECTED RETURN ON PLAN ASSETS 156 163 TOTAL PENSION EXPENSE 2,074 427 CHANGES IN THE PRESENT VALUE OF THE DEFINED BENEFIT OBLIGATION 31 December 2024 £’000 31 December 2023 £’000 DEFINED BENEFIT OBLIGATION AT BEGINNING OF YEAR 4,355 3,543 CURRENT SERVICE COST 626 152 INTEREST COST 1,292 112 BENEFITS PAID (2,721) (354) REMEASUREMENTS 97 163 REMEASUREMENTS IN OCI (178) 978 OTHER SIGNIFICANT EVENTS - (40) ACQUIRED IN BUSINESS COMBINATIONS 33,651 - FOREIGN EXCHANGE MOVEMENT (288) (199) DEFINED BENEFIT OBLIGATION AT END OF YEAR 36,834 4,355 AMOUNTS RECOGNISED IN THE STATEMENT OF CHANGES IN EQUITY 31 December 2024 £’000 31 December 2023 £’000 PRIOR YEAR CUMULATIVE ACTUARIAL REMEASUREMENTS - - REMEASUREMENTS (176) 978 FOREIGN EXCHANGE MOVEMENT - - CUMULATIVE AMOUNT OF ACTUARIAL GAINS AND LOSSES RECOGNISED IN THE STATEMENT OF RECOGNISED INCOME / (EXPENSE) (176) 978 STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 233 Notes to the Financial Statements MOVEMENTS IN THE NET LIABILITY/(ASSET) RECOGNISED IN THE STATEMENT OF FINANCIAL POSITION 31 December 2024 £’000 31 December 2023 £’000 NET LIABILITY IN THE BALANCE SHEET AT BEGINNING OF YEAR 4,355 3,543 TOTAL EXPENSE RECOGNISED IN THE INCOME STATEMENT 1,918 264 CONTRIBUTIONS PAID BY THE COMPANY (2,721) (354) AMOUNT RECOGNISED IN THE STATEMENT OF RECOGNISED (INCOME)/EXPENSE 97 163 REMEASUREMENTS IN OCI (178) 978 OTHER SIGNIFICANT EVENTS - (40) ACQUIRED IN BUSINESS COMBINATIONS 33,651 - FOREIGN EXCHANGE MOVEMENT (288) (199) DEFINED BENEFIT OBLIGATION AT END OF YEAR 36,834 4,355 PRINCIPAL ACTUARIAL ASSUMPTIONS 31 December 2024 31 December 2023 DISCOUNT RATE 3.39% 3.87% FUTURE SALARY INCREASES 3.07% 2.93% FUTURE INFLATION 2.13% 2.00% Post-retirement benefits The Group operates both defined benefit and defined contribution pension plans. Pension plans in Belgium, Poland, Sweden and Germany are of the defined benefit type because of the minimum promised return on contributions required by law. The liability or asset recognised in the Statement of Financial Position in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms approximating to the terms of the related obligation. The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the Income Statement. Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the Statement of Changes in Equity and in the Statement of Financial Position. For defined contribution plans, the Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. 27. Financial Instruments by Category Consolidated 31 DECEMBER 2024 ASSETS PER STATEMENT OF FINANCIAL PERFORMANCE Loans & receivables £’000 Total £’000 TRADE AND OTHER RECEIVABLES (EXCLUDING PREPAYMENTS) 163,110 163,110 CASH AND CASH EQUIVALENTS 131,356 131,356 294,466 294,466 LIABILITIES PER STATEMENT OF FINANCIAL PERFORMANCE At amortised cost £’000 Total £’000 BORROWINGS (EXCLUDING FINANCE LEASES) 591,485 591,485 FINANCE LEASE LIABILITIES 50,347 50,347 TRADE AND OTHER PAYABLES (EXCLUDING NON-FINANCIAL LIABILITIES) 439,077 439,077 1,080,909 1,080,909 Consolidated 31 DECEMBER 2023 ASSETS PER STATEMENT OF FINANCIAL PERFORMANCE Loans & receivables £’000 Total £’000 TRADE AND OTHER RECEIVABLES (EXCLUDING PREPAYMENTS) 95,471 95,471 CASH AND CASH EQUIVALENTS 55,872 55,872 151,343 151,343 LIABILITIES PER STATEMENT OF FINANCIAL PERFORMANCE At amortised cost £’000 Total £’000 BORROWINGS (EXCLUDING FINANCE LEASES) 210,785 210,785 FINANCE LEASE LIABILITIES 27,511 27,511 TRADE AND OTHER PAYABLES (EXCLUDING NON-FINANCIAL LIABILITIES) 166,407 166,407 404,703 404,703 Company 31 DECEMBER 2024 ASSETS PER STATEMENT OF FINANCIAL PERFORMANCE Loans & receivables £’000 Total £’000 TRADE AND OTHER RECEIVABLES (EXCLUDING PREPAYMENTS) 26,591 26,591 CASH AND CASH EQUIVALENTS 25,363 25,363 51,954 51,954 LIABILITIES PER STATEMENT OF FINANCIAL PERFORMANCE At amortised cost £’000 Total £’000 BORROWINGS (EXCLUDING FINANCE LEASES) 584,719 584,719 FINANCE LEASE LIABILITIES 521 521 TRADE AND OTHER PAYABLES (EXCLUDING NON-FINANCIAL LIABILITIES) 28,493 28,493 613,733 613,733 Company 31 DECEMBER 2023 ASSETS PER STATEMENT OF FINANCIAL PERFORMANCE Loans & receivables £’000 Total £’000 TRADE AND OTHER RECEIVABLES (EXCLUDING PREPAYMENTS) 4,909 4,909 CASH AND CASH EQUIVALENTS 7,925 7,925 12,834 12,834 LIABILITIES PER STATEMENT OF FINANCIAL PERFORMANCE At amortised cost £’000 Total £’000 BORROWINGS (EXCLUDING FINANCE LEASES) 203,589 203,589 FINANCE LEASE LIABILITIES 43 43 TRADE AND OTHER PAYABLES (EXCLUDING NON-FINANCIAL LIABILITIES) 39,345 39,345 242,977 242,977 28. Share Capital and Share Premium Number of shares Ordinary shares £’000 Share premium £’000 Total £’000 ISSUED AND FULLY PAID AS AT 1 JANUARY 2023 638,246,344 6,383 400,022 406,405 ISSUE OF NEW SHARES - 28 FEBRUARY 2023 55,555,555 556 28,682 29,238 CAPITAL REDUCTION – 23 MAY 2023 - - (428,704) (428,704) AS AT 30 JUNE 2023 693,801,899 6,939 - 6,939 AS AT 31 DECEMBER 2023 693,801,899 6,939 - 6,939 AS AT 1 JANUARY 2024 693,801,899 6,939 - 6,939 ISSUE OF NEW SHARES – 4 JANUARY 20241 421,052,631 4,210 191,458 195,668 AS AT 31 DECEMBER 2024 1,114,854,530 11,149 191,458 202,607 1 Includes issue costs of £4,331,994. The authorised share capital consists of 1,482,756,530 ordinary shares at a par value of 1 pence. On 4 January 2024, the Company raised £200 million net of issue costs via the issue and allotment of 421,052,631 new Ordinary Shares at a price of 47.5 pence per share. STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 235 Notes to the Financial Statements 29. Share Options In 2021, the Company introduced a long-term incentive plan (LTIP) for senior management personnel. Shares are awarded in the Company and vest in 3 parts over the third, fourth and fifth anniversary to the extent the performance conditions are met. The first tranche vested on 31 August 2024. Share options and warrants outstanding and exercisable at the end of the year have the following expiry dates and exercise prices: Options & Warrants GRANT DATE EXPIRY DATE Exercise price in £ per share 31 December 2024 # 31 December 2023 # 5 JANUARY 2017 30 DECEMBER 2026 0.25 260,146 260,146 5 JANUARY 2017 30 DECEMBER 2026 0.40 11,878,645 11,878,645 15 APRIL 2019 15 APRIL 2026 0.46 9,030,934 9,030,934 30 DECEMBER 2019 30 DECEMBER 2026 0.46 7,787,059 7,943,058 4 JANUARY 2024 3 JANUARY 2034 0.60 51,288,180 - 80,244,964 29,112,783 The weighted average life of the outstanding options is 6.4 years. The Company and Group have no legal or constructive obligation to settle or repurchase the options or warrants in cash. The fair value of the share options and warrants was determined using the Black Scholes valuation model. The parameters used are detailed below: 2017 Options A 2017 Options B 2019 Options C 2019 Options D 2024 Options E VESTED ON 5/1/2017 5/1/2017 15/4/2019 30/12/2019 4/1/2027 REVALUED ON 15/12/2021 15/12/2021 - - - LIFE (YEARS) 5 5 7 7 10 SHARE PRICE 0.8295 0.8295 0.465 0.525 0.6 RISK FREE RATE 0.40% 0.40% 0.31% 0.55% 0.379% EXPECTED VOLATILITY 31.32% 31.32% 4.69% 8.19% 35.43% EXPECTED DIVIDEND YIELD - - - - - MARKETABILITY DISCOUNT - - - - - TOTAL FAIR VALUE £58,345 £661,604 £392,015 £685,889 £3,611,910 The risk-free rate of return is based on zero yield government bonds for a term consistent with the option life. The volatility is calculated by dividing the standard deviation of the closing share price from the prior six months by the average of the closing share price from the prior six months. 2017 Options A and B were extended for another 5 years by the Board on 15 December 2021 and were revalued on this day. A reconciliation of options and warrants and LTIP awards granted over the year to 31 December 2024 is shown below: Options and warrants 31 DECEMBER 2024 31 DECEMBER 2023 # Weighted average exercise price £ # Weighted average exercise price £ OUTSTANDING AT BEGINNING OF THE YEAR 29,112,783 0.44 29,146,117 0.44 GRANTED 56,564,792 0.60 - - VESTED - - - - CANCELLED (5,276,611) 0.60 - - EXERCISED (156,000) 0.46 (33,334) 0.46 OUTSTANDING AS AT YEAR END 80,244,964 0.54 29,112,783 0.44 EXERCISABLE AT YEAR END 28,956,784 0.44 29,112,783 0.44 LTIP awards 31 DECEMBER 2024 31 DECEMBER 2023 # Weighted average valuation price £ # Weighted average valuation price £ OUTSTANDING AT BEGINNING OF THE YEAR 25,620,000 0.69 25,620,000 0.69 GRANTED - - - - VESTED - - - - EXERCISED - - - - OUTSTANDING AS AT YEAR END 25,620,000 0.69 25,620,000 0.69 EXERCISABLE AT YEAR END 11,153,240 - - - 30. Other Reserves Consolidated Deferred shares £’000 Capital redemption reserve £’000 Revaluation reserve £’000 Capital reserve £’000 Foreign currency translation reserve £’000 Total £’000 AS AT 1 JANUARY 2023 762 600 4,671 687 3,541 10,261 OTHER COMPREHENSIVE INCOME - - (5,506) - - (5,506) CURRENCY TRANSLATION DIFFERENCES - - - - (3,109) (3,109) OTHER ADJUSTMENTS (762) - - (255) - (1,017) AS AT 31 DECEMBER 2023 - 600 (835) 432 432 629 AS AT 1 JANUARY 2024 - 600 (835) 432 432 629 OTHER COMPREHENSIVE INCOME - - (1,229) - - (1,229) CURRENCY TRANSLATION DIFFERENCES - - - - 943 943 OTHER ADJUSTMENTS - - - (373) - (373) AS AT 31 DECEMBER 2024 - 600 (2,064) 59 1,375 (30) STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 237 Notes to the Financial Statements 31. Non-controlling interests PROPORTION OF NON-CONTROLLING INTEREST NAME Country of incorporation & Place of business 31 December 2024 31 December 2023 VÁPENKA VITOSOV S.R.O Czechia 75% - SUOMEN KARBONAATTI OY Finland 51% 51% KALKPRODUKTION STORUGNS AB Sweden 66.7% 66.7% NKD HOLDING OY Finland 51% 51% CANTERAS LA BELONGA SA Spain 65% 65% GRANULATS DU HAINAUT SA Belgium 75% 75% JUUAN DOLOMIITTIKALKKI OY Finland 70% 70% CONSOLIDATED 31 December 2024 £’000 31 December 2023 £’000 AS AT 1 JANUARY 14,143 11,732 ACQUIRED IN BUSINESS COMBINATION 13,833 616 NON-CONTROLLING INTERESTS SHARE OF PROFIT IN THE PERIOD 5,380 3,184 DIVIDENDS PAID (3,053) (1,275) FOREIGN EXCHANGE MOVEMENT (1,553) (114) OTHER ADJUSTMENTS 152 - AS AT 31 DECEMBER 28,902 14,143 31 DECEMBER 2024 31 DECEMBER 2023 Vapenka Vitosov £’000 Suomen Karbonaatti £’000 Other individually immaterial subsidiaries £’000 Suomen Karbonaatti £’000 Other individually immaterial subsidiaries £’000 CURRENT ASSETS 16,808 18,235 15,070 18,762 14,459 NON-CURRENT ASSETS 71,408 2,598 22,240 2,489 23,612 CURRENT LIABILITIES (5,596) (3,698) (8,468) (4,919) (8,442) NON-CURRENT LIABILITIES (12,258) (7,467) (5,351) (7,807) (6,082) NET ASSETS 70,362 9,668 23,491 8,525 23,547 NET ASSETS ATTRIBUTABLE TO NCI 17,590 4,737 8,515 4,192 7,800 REVENUE 40,111 39,489 28,141 38,252 32,062 PROFIT AFTER TAXATION 6,665 5,761 3,914 4,108 3,705 OTHER COMPREHENSIVE INCOME - - - - - TOTAL COMPREHENSIVE INCOME 6,665 5,761 3,914 4,108 3,705 NET OPERATING CASH FLOW 10,950 6,980 2,969 4,486 5,081 NET INVESTING CASH FLOW (1,612) (1,085) (9,458) (324) (8,971) NET FINANCING CASH FLOW (3,167) (4,224) 9,133 (2,610) 4,021 DIVIDENDS PAID TO NCI 823 2,030 200 1,275 - 32. Earnings Per Share The calculation of the total continuing operations basic earnings per share of 2.04 pence (2023: 1.41 pence) and discontinued operations basic earnings per share of 0.06 pence (2023: 0.57 pence) is calculated by dividing the profit attributable to shareholders of £23.3 million (2023: £13.5 million) by the weighted average number of ordinary shares of 1,111,403,279 (2023: 684,973,893) in issue during the period. Continuing operations diluted earnings per share of 1.89 pence (2023: 1.35 pence) and discontinued operations diluted earnings per share of 0.06 pence (2023: 0.55 pence) is calculated by dividing the profit attributable to shareholders of £23.3 million (2023: £13.5 million) by the weighted average number of ordinary shares in issue during the period plus the weighted average number of share options and warrants to subscribe for ordinary shares in the Company, which together total 1,196,589,592 (2023: 714,091,517). The weighted average number of shares is the opening balance of ordinary shares plus the weighted average of 417,601,380 shares. Details of share options that could potentially dilute earnings per share in future periods are disclosed in Note 29. 33. Fair Value of Financial Assets and Liabilities Measured at Amortised Costs The following table shows the carrying amounts and fair values of the financial assets and liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value. Items where the carrying amount equates to the fair value are categorised to three levels: - Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; - Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and - Level 3 inputs are unobservable inputs for the asset or liability. Items which are categorised as Level 2 financial assets and liabilities are forward exchange contracts and these are valued using the year end exchange rate for the relevant currencies. CARRYING AMOUNT FAIR VALUE Fair value – Hedging instruments £’000 Fair value through P&L £’000 Fair value through OCI £’000 Financial asset at amortised cost £’000 Other financial liabilities £’000 Total £’000 Level 1 £’000 Level 2 £’000 Total £’000 FORWARD EXCHANGE CONTRACTS - - 298 - - 298 - 298 298 ELECTRICITY HEDGES - - 215 - - 215 215 - 215 FINANCIALS ASSETS NOT MEASURED AT FAIR VALUE TRADE AND OTHER RECEIVABLES (EXCL. DERIVATIVES) - - - 171,929 - 171,929 - - - CASH AND CASH EQUIVALENTS - - - 131,356 - 131,356 - - - FINANCIAL LIABILITIES MEASURED AT FAIR VALUE FORWARD EXCHANGE CONTRACTS - 40 224 - - 264 - 264 264 ELECTRICITY HEDGES - - 1,079 - - 1,079 1,079 - 1,079 FINANCIAL LIABILITIES NOT MEASURED AT FAIR VALUE LOANS - - - - 591,485 591,485 - - - FINANCE LEASE LIABILITY - - - - 50,347 50,347 - - - TRADE AND OTHER PAYABLES (EXCL. DERIVATIVE) - - - - 439,077 439,077 - - - STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 239 Notes to the Financial Statements 34. Business Combinations On 22 November 2023, the Company announced the conditional and transformational acquisition of a comprehensive portfolio of European lime and industrial limestone assets from CRH. Deal 1 completed on 4 January 2024 which comprised of Fels Holdings GmBH, Vapenka Vitošov s.r.o and Clogrennane Lime Limited. Deal 2 completed on 26 March 2024 which was Buxton Lime Limited and Deal 3 completed on 2 September 2024 which was Nordkalk Wapno Sp Z.o.o (previously named Ovetill Investments Sp. Z.o.o.). Strategically the Acquisitions represented an opportunity to become one of Europe’s leaders in lime, combining high quality businesses and complementary footprints, positioning the Group as either the number one or number two participant in all its key lime markets Fels Holdings GmbH On 4 January 2024, the Group acquired 100 per cent. of the share capital of Fels Holding GmbH (‘Fels’) and its subsidiaries for a cash consideration of €585 million including deferred consideration. Fels is registered and incorporated in Germany. Fels is a lime producer with the key operations of extracting limestone from quarries as well as further processing the limestone. The following table summarises the consideration paid for Fels and the values of the assets and equity assumed at the acquisition date. TOTAL CONSIDERATION £’000 NET CASH CONSIDERATION 358,756 PURCHASE OF LOAN (122,334) DISCOUNTED DEFERRED CONSIDERATION 59,252 295,674 RECOGNISED AMOUNTS OF ASSETS AND LIABILITIES ACQUIRED £’000 TRADE AND OTHER RECEIVABLES 31,659 INVENTORIES 21,145 CASH AND CASH EQUIVALENTS 25,724 PROPERTY, PLANT & EQUIPMENT 402,953 INTANGIBLE ASSETS 109,198 TRADE AND OTHER PAYABLES (81,679) BORROWINGS WITH PARENT (122,539) PROVISIONS (76,652) INCOME TAX REFUND (7,328) DEFERRED TAX LIABILITIES (81,248) TOTAL IDENTIFIABLE NET ASSETS 221,233 GOODWILL (REFER TO NOTE 17) 74,441 TOTAL CONSIDERATION 295,674 Since 4 January 2024, Fels has contributed a profit of £14 million and revenue of £250.7 million. Had Fels been consolidated from 1 January 2024, the consolidated statement of income would show no additional profit and no additional revenue. Vapenka Vitošov s.r.o On 4 January 2024, the Group acquired 75 per cent. of the share capital of Vapenka Vitošov s.r.o (‘Vitosov’) for a cash consideration of €85.8 million. Vitosov is registered and incorporated in the Czechia. Vitosov is a lime producer with the key operations of extracting limestone from quarries as well as further processing the limestone. The following table summarises the consideration paid for Vitosov and the values of the assets and equity assumed at the acquisition date. TOTAL CONSIDERATION £’000 CASH 71,063 71,063 RECOGNISED AMOUNTS OF ASSETS AND LIABILITIES ACQUIRED £’000 CASH AND CASH EQUIVALENTS 2,819 TRADE AND OTHER RECEIVABLES 5,031 INVENTORIES 4,236 PROPERTY, PLANT & EQUIPMENT 61,565 INTANGIBLE ASSETS 12,777 TRADE AND OTHER PAYABLES (4,410) INCOME TAX PAYABLE (714) BORROWINGS (7) PROVISIONS (423) DEFERRED TAX LIABILITIES (11,840) NON-CONTROLLING INTERESTS (13,928) TOTAL IDENTIFIABLE NET ASSETS 55,106 GOODWILL (REFER TO NOTE 17) 15,957 TOTAL CONSIDERATION 71,063 The Group has chosen to recognise the non-controlling interest at its book value for this acquisition. Since 4 January 2024, Vitosov has contributed a profit of £6.8 million and revenue of £41 million. Had Vitosov been consolidated from 1 January 2024, the consolidated statement of income would show no additional profit and no additional revenue. Clogrennane Lime Limited On 4 January 2024, the Group acquired 100 per cent. of the share capital of Clogrennane Lime Limited (‘Clogrennane’) for a cash consideration of €57.7 million. Clogrennane is registered and incorporated in Ireland. Clogrennane is a lime producer with the key operations of extracting limestone from quarries as well as further processing the limestone. The following table summarises the consideration paid for Clogrennane and the values of the assets and equity assumed at the acquisition date. TOTAL CONSIDERATION £’000 CASH 47,775 47,775 RECOGNISED AMOUNTS OF ASSETS AND LIABILITIES ACQUIRED £’000 CASH AND CASH EQUIVALENTS 8,143 TRADE AND OTHER RECEIVABLES 3,507 INVENTORIES 2,492 PROPERTY, PLANT & EQUIPMENT 8,911 TRADE AND OTHER PAYABLES (4,075) BORROWINGS (1) INCOME TAX PAYABLE (1,161) DEFERRED TAX LIABILITY (941) TOTAL IDENTIFIABLE NET ASSETS 16,875 GOODWILL (REFER TO NOTE 17) 30,900 TOTAL CONSIDERATION 47,775 Since 4 January 2024, Clogrennane has contributed a profit of £4.6 million and revenue of £21.7 million. Had Clogrennane been consolidated from 1 January 2024, the consolidated statement of income would show no additional profit and no additional revenue. Buxton Lime Limited On 26 March 2024, the Group acquired 100 per cent. of the share capital of Buxton Lime Limited (‘Buxton’) for a cash consideration of €149 million. Buxton is registered and incorporated in England and Wales. Buxton is a lime producer with the key operations of extracting limestone from quarries as well as further processing the limestone. The following table summarises the consideration paid for Buxton and the values of the assets and equity assumed at the acquisition date. TOTAL CONSIDERATION £’000 CASH 123,664 PURCHASE OF SHAREHOLDER LOAN (19,101) 104,563 RECOGNISED AMOUNTS OF ASSETS AND LIABILITIES ACQUIRED £’000 CASH AND CASH EQUIVALENTS 500 INVENTORIES 2,979 PROPERTY, PLANT & EQUIPMENT 25,308 TRADE AND OTHER PAYABLES (23,088) INCOME TAX PAYABLE (861) DEFERRED TAX (3,459) PROVISIONS (1,736) TOTAL IDENTIFIABLE NET ASSETS (357) PROVISIONAL GOODWILL (REFER TO NOTE 17) 104,920 TOTAL CONSIDERATION 104,563 The fair value of the acquired assets of Buxton are provisional, pending receipt of the final valuations for those assets. Deferred tax has been provided in relation to these fair value adjustments. Since 26 March 2024, Buxton has contributed a profit of £12.1 million and revenue of £72.4 million. Had Buxton been consolidated from 1 January 2024, the consolidated statement of income would show additional profit of £3 million and revenue of £22.5 million. Nordkalk Wapno Sp Z.o.o (previously named Ovetill Investments Sp. Z.o.o.) On 2 September 2024, the Group acquired 100 per cent. of the share capital of Nordkalk Wapno Sp. Z.o.o (‘Wapno’) for a cash consideration of €117 million. Wapno is registered and incorporated in Poland. Wapno is a lime producer with the key operations of extracting limestone from quarries as well as further processing the limestone. The following table summarises the consideration paid for Wapno and the values of the assets and equity assumed at the acquisition date. TOTAL CONSIDERATION £’000 CASH 13,827 DEFERRED CONSIDERATION 78,974 92,801 RECOGNISED AMOUNTS OF ASSETS AND LIABILITIES ACQUIRED £’000 CASH AND CASH EQUIVALENTS 13,983 INVENTORIES 5,521 TRADE RECEIVABLES 11,274 PROPERTY, PLANT & EQUIPMENT 22,061 DEFERRED TAX ASSETS 1,474 TRADE AND OTHER PAYABLES (11,877) INCOME TAX PAYABLE (418) DEFERRED TAX LIABILITIES (479) PROVISIONS (137) TOTAL IDENTIFIABLE NET ASSETS 41,402 PROVISIONAL GOODWILL (REFER TO NOTE 17) 51,399 TOTAL CONSIDERATION 92,801 STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 241 Notes to the Financial Statements Company Information The fair value of the acquired assets of Wapno are provisional, pending receipt of the final valuations for those assets. Deferred tax has been provided in relation to these fair value adjustments. Since 2 September 2024, Wapno has contributed a profit of £4.9 million and revenue of £29.2 million. Had Wapno been consolidated from 1 January 2024, the consolidated statement of income would show additional profit of £14.1 million and revenue of £57.0 million. 35. Contingencies The Group is not aware of any material personal injury or damage claims open against the Group. 36. Related party transactions Loans with Group Undertakings Amounts receivable/(payable) as a result of loans granted to/ (from) subsidiary undertakings are as follows: COMPANY 31 December 2024 £’000 31 December 2023 £’000 RONEZ LIMITED (31,633) (27,152) SIGMAGSY LIMITED (9,608) (9,013) SIGMAFIN LIMITED 12,249 21,885 TOPCRETE LIMITED (846) (11,179) POUNDFIELD PRODUCTS (GROUP) LIMITED 5,338 5,012 FOELFACH STONE LIMITED 632 594 CCP BUILDING PRODUCTS LIMITED 5,656 5,311 CARRIÈRES DU HAINAUT SCA 24,442 16,799 GDH (HOLDINGS) LIMITED 16,374 11,435 B-MIX BETON NV - 10,349 STONE HOLDINGS SA 519 409 NORDKALK OY AB 11,813 43,062 JOHNSTON QUARRY GROUP 11,707 12,604 RIGHTCAST LIMITED (1,190) (1,117) RETAINING (UK) LIMITED (1,178) (506) SIGMACEN GMBH 367,422 - FELS WERKE GMBH (51,636) - CLOGRENNANE LIME LIMITED (10,307) - SIGMALIME IRE LIMITED 48,982 - BUXTON LIME LIMITED 14,269 - MAVECOTILL INVESTMENTS Z.O.O 14,129 - NORDKALK WAPNO SP Z.O.O (8,488) - BALTIC CO2 MANAGEMENT OU 449 - 419,095 78,493 Loans granted to or from subsidiaries are unsecured, have interest charged at 6.5% and are repayable in Pounds Sterling on demand from the Company. Debt pushdown loans to subsidiaries are charged at the external borrowing rate plus a facilitation margin. All intra Group transactions are eliminated on consolidation. Transactions with directors and directors' shareholdings Details of transactions with directors, directors’ shareholdings and outstanding share options are provided in the Remuneration Committee Report on pages 154 to 163. 37. Ultimate Controlling Party The Directors believe there is no ultimate controlling party. 38. Events After the Reporting Date On 20 February 2025 the Company has amended and restated its existing Bridge Loan with a new 5-year term facility up to €125 million through a US Private Placement process. The new debt facility has a security profile that mirrors the existing syndicated senior credit facility and a bullet at maturity in 2030. The interest coupon is based on the 5-year EURIBOR bond yield plus a margin which is fixed at 4.93% for the duration of the term. DIRECTORS David Barrett (Executive Chairman) Max Vermorken (Chief Executive Officer) Jan van Beek (Chief Financial Officer) – appointed on 1 January 2025 Tim Hall (Non-Executive Director) Simon Chisholm (Non-Executive Director) Jacques Emsens (Non-Executive Director) Axelle Henry (Non-Executive Director) Peter Johnson (Non-Executive Director) Francesca Medda (Non-Executive Director) COMPANY SECRETARY Anthony Brockbank REGISTERED OFFICE 6 Heddon Street London W1B 4BT COMPANY NUMBER 05204176 BANKERS Santander UK plc 2 Triton Square Regent's Place London NW1 3AN BNP Paribas 10 Harewood Avenue London NW1 6AA NOMINATED & FINANCIAL ADVISER Panmure Liberum Limited 25 Ropemaker Street London EC2Y 9LY JOINT BROKERS Panmure Liberum Limited 25 Ropemaker Street London EC2Y 9LY Deutsche Numis 45 Gresham Street London EC2V 7BF INDEPENDENT AUDITOR PKF Littlejohn LLP Statutory Auditor 15 Westferry Circus Canary Wharf London E14 4HD SOLICITORS Fieldfisher Riverbank House 2 Swan Lane London EC4R 3TT REGISTRARS Link Market Services Limited Central Square 29 Wellington Street Leeds LS1 4DL STRATEGY SIGMAROC ANNUAL REPORT 2024 GOVERNANCE FINANCE SIGMAROC 243 Nordkalk site in Storugn, Gotland 6 Heddon Street London W1B 4BT United Kingdom +44 20 7129 7828 info@sigmaroc.com sigmaroc.com Registered number: 05204176 Registered address: 6 Heddon Street, London W1B 4BT