Full Year Results and Notice of AGM

(EPIC: SRC / Market: AIM / Sector: Construction Materials)

16 March 2026

SIGMAROC PLC

('SigmaRoc', the 'Company' or the 'Group')

Audited full year results for year ended 31 December 2025

Record results and new, improved financing facility create platform for growth

Notice of AGM, Analyst briefing and Investor Presentation

SigmaRoc, a leading European lime and minerals group, is pleased to announce its audited results for the year ended 31 December 2025.

1 Underlying results are stated before acquisition related expenses, certain finance costs, redundancy and reorganisation costs, impairments, amortisation of acquisition intangibles and share option expense. Underlying results include continuing and discontinued operations. References to an underlying profit measure throughout this Annual Report are defined on this basis. Non-underlying items are described further in the Chief Financial Officer's report. These measures are not defined by UK IAS and therefore may not be directly comparable to similar measures adopted by other companies.

2 Net debt including IFRS 16 lease liabilities.

3 Free Cash Flow takes net cash flows from operating activities and adjusts for CapEx excluding IFRS 16 leases and growth capex, net interest paid, and for the underlying result further adjusts for net non-underlying expenses paid and working capital payments relating to pre-acquisition accruals or purchase price adjustments.

4 Free Cash Flow Conversion is FCF relative to underlying EBITDA.

5 Proforma calculation includes all continuing operations in full for 2025 and 2024 on an underlying basis.

6 The 2024 results include continuing and discontinued operations which is consistent with the figures reported in 2024 annual report.

7 Return on invested capital is the net operating profit after tax / average invested capital.

FINANCIAL HIGHLIGHTS

Strong delivery ahead of original consensus 

Financial performance including full year contribution from UK and Poland acquisitions:

· Revenue 4% higher year-on-year ('YoY') at £1,036m (FY24: £998m) with pricing and mix benefits offsetting lower volumes;

· Underlying1 EBITDA up over 16% YoY to £262m (FY24: £224.6m);

· Underlying1 EBITDA margin up 280bps YoY to c.25.3%, reflecting strong cost discipline and synergy delivery;

· Underlying1 EPS 10.5p, 10% ahead of previous guidance and 26% higher YoY;

· FCF3 up 18% to £134m FCF with 51% FCF conversion;

· FY25 covenant leverage 1.8x (FY24: 2.1x), supported by continued strong cashflow;

· ROIC7 improved 70bps to 12.2%;

· FY26 is expected to benefit from the German infrastructure stimulus and improving sentiment in selected end-markets, including steel and residential.

Pro-forma highlights5

· Revenue decreased by 1% to £1,029m due to overall volume reduction;

· Underlying1 EBITDA rose by 8% YoY, driven by strong synergy execution and cost discipline;

· Underlying1 EBITDA margin improved by 210bps to 25.4% reflecting self-help initiatives and cost control.

Volumes and market conditions

· Consistent with H1, core volumes down 3% YoY, reflecting softer construction and steel markets;

· Through planned synergy initiatives on plant network and commercial optimisation, overall volumes reduced by a further 6.8% as per prior announcements;

· The Group continues to see encouraging signs across a number of markets;

· UK & Ireland delivered a strong year through disciplined execution across manufacturing, aggregates and lime;

· Belgium and the Netherlands continue to show signs of recovery, finishing the year positively across both dimensional stone and aggregates;

· In Germany, signs of optimism continue, ending the year stronger than anticipated. Increased residential planning approvals provide encouragement for the year ahead;

· The Nordics delivered a robust result for the year through excellent cost control, with stability in most segments and the first signs of recovery in construction visible towards the year end.

Synergies programme

· The Group has achieved its minimum target of €40m recurring synergies, two years ahead of schedule;

· These synergies have lifted Group EBITDA from £238m at the time of the CRH asset acquisition to £262m at FY25, and have offset £17m of volume-related EBITDA loss;

· Further improvement will be delivered through continued self-help and optimisation initiatives;

· As a result, the Group considers its synergies programme as having achieved its initial objectives while continuing to drive efficiency improvements through its self-help programmes.

Divestments

· The Group has agreed the sale of three businesses, for total proceeds of c.£18m, at an aggregate multiple of c.7.5x LTM EBITDA;

· The divestments consisted of a mortar operation in Germany, a ready-mix business in France and a quarry and aggregates washing installation in the UK;

· The divestments reflect portfolio optimisation, with the assets transferred to owners better positioned to develop them;

· Following the completion of these divestments, the Group has formally closed its divestment programme, whilst continuing to monitor whether it remains the best owner of its portfolio assets.

Refinancing

· The Group has received commitment letters for a refinancing of its principal banking arrangements with an increased facility of up to €825m on investment grade terms;

· The new facility will deliver significant additional capacity within a principally RCF led, unsecured structure, to support the funding of future acquisitions.

Ventures

· SkreenHouse, SigmaRoc's venture investments arm, has been active since inception, with over 250 projects reviewed, 74 active follow-ups, 10 due diligence and 8 investments, including the following in 2025:

o  Konkrete: technology that connects suppliers and transporters to deliver faster, cheaper and more efficient service to construction sites;

o  Adaptavate: sustainable construction materials that reduce carbon footprint through biobased and renewable products.

Sustainability / ESG

· The Group maintained its CDP Climate Change rating of B in 2025, reflecting continued strong performance in climate-related risk management and disclosure; CDP Water Security rating improved from C to B;

· We have started the programme to convert our kilns to biofuel with the conversion of a lime kiln in Czechia representing tangible progress in decarbonising the kiln network;

· The Group increased its fossil-free electricity share from 71% to 86%, supporting continued reduction in Scope 2 emissions.

Investor engagement

· The Group's inaugural Capital Markets Day in May was well attended, and a number of site visits and investor events were held throughout the year to support investor understanding of the business;

· In 2025 SigmaRoc welcomed a number of new institutions and other investors to the shareholder register and is grateful to all shareholders for their continued support.

Outlook

· The Group expects 2026 to benefit from a number of structural trends, underpinning its strong position in the European lime and limestone markets;

· Extreme winter conditions slowed the start of the construction season in certain regions like Poland and Belgium, but sector activity has since recovered;

· Cost management remains a core focus generally;

· The German stimulus is expected to support industrial activity and construction demand across our Central Region, with improvement currently expected from H2 onwards;

· Measures including tariffs are expected to improve conditions in the European steel industry, again with the recovery felt more strongly from H2;

· Increased European defence spending is expected to provide additional support across steel, construction and related end-markets;

· Housing at cyclical lows with significant shortfall in European housing stock;

· Growth in data centre, AI and green economy investments provide further opportunities for our construction materials segment;

· SigmaRoc continues to keep the Middle-East situation under review. The Group has a number of strategies in place that naturally mitigate the effects of any energy price volatility, with long-term hedges in place for a significant portion of energy costs, an ability to switch energy sources across the kiln network, and pass-through mechanisms in place for energy intensive products.

Notice of Annual General Meeting

SigmaRoc is also pleased to provide notice that its Annual General Meeting ('AGM') will be held at 3:00pm on Thursday, 30 April 2026 at Durrants Hotel, 26-32 George Street, London, W1H 5BJ.

Copies of the Notice of AGM, together with the Form of Proxy and Annual Report will be posted to shareholders in due course and within our required notice periods.

Max Vermorken, CEO, commented:

"It is with deep thanks to our staff for their hard work and to our shareholders for their continued support that we present a set of fantastic results for the year 2025. These results demonstrate the quality of our business, the agility of our business model and the resourcefulness of our teams. They show the company is now well set up for its next chapter, to scale and take advantage of the many cyclical and structural tailwinds which are starting to emerge in Europe.

Some of these tail winds are starting to become apparent throughout the Group. Some will need a bit more time to materialise. We are confident however, seeing how the Group was able to handle incredibly uncertain times in the past, that it is now positioned to be able to take advantage of tailwinds, mitigate headwinds and deliver success and results for shareholders."

END

The full text of the statement is set out below, together with detailed financial results, and will be available on the Company's website at www.sigmaroc.com.

Analyst Briefing  

SigmaRoc will host a hybrid presentation for analysts on Monday, 16 March 2026 at 8.00 GMT. For more details and to register to attend please contact [email protected].

Private Investor Presentation  

SigmaRoc is pleased to announce that its Chairman, David Barrett, its Chief Executive Officer, Max Vermorken, and its Chief Financial Officer, Jan Van Beek, will provide a live presentation to private investors reviewing the FY25 Results and prospects via Investor Meet Company on Monday, 16 March 2026 at 11.00 GMT.

The presentation is open to all existing and potential shareholders. Questions can be submitted before the event and at any time during the live presentation. Investors can sign up to Investor Meet Company for free and add to meet SigmaRoc via:

https://www.investormeetcompany.com/sigmaroc-plc/register-investor

Investors who already follow SigmaRoc on the Investor Meet Company platform will automatically be invited.

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For further information, please contact:

CHAIRMAN'S STATEMENT

I am pleased to present SigmaRoc's Annual Report for the year ended 31 December 2025. Following a transformational 2024 for SigmaRoc with the Lime Acquisitions, 2025 was a year of integration, delivery and discipline. Our focus was on embedding the acquired businesses, realising synergies and strengthening the Group's operating platform. This secured our position as a European leader in lime and limestone, delivered a strong financial performance despite market headwinds and supported further progress on our sustainability objectives.

Delivery matters

The year was characterised by disciplined operational management. We optimised our operations to ensure the Group was well positioned for what was a challenging year across many of our markets, whilst also preparing the business to benefit from the volume recovery that typically follows a cyclical downturn. We also positioned the business to capitalise on the anticipated increase in infrastructure spending in our Central Region driven by the nascent but hugely significant German stimulus programme. In parallel, we have also continued to invest in our existing assets, enhancing operational efficiency and extending the life of our quarries.

Our financial results for the year ended 31 December 2025 reflect the successful execution of our strategy. Revenue increased by 3.8% to £1,035.9 million, with underlying EBITDA up 16.7% to £262.2 million and EPS increasing by 25.9%. On a proforma basis underlying EBITDA increased 8.1%, reflecting strong cost discipline and synergy delivery. This strong performance demonstrates the resilience of our business model and the dedication of our management teams across all regions.

Good strategic progress

Following on from the 2024 acquisitions, 2025 was a year in which we fully integrated the new businesses and delivered on our synergy programme. This progress was achieved in a market that remained unhelpful from a volume perspective, primarily due to continued softness in the residential construction and steel markets.

Our enhanced geographical footprint and enhanced product offering, enabling us to serve a diverse customer base across broad end markets, was key to the successful delivery of a result for the year ahead of market expectations.

Lime and limestone are essential to modern industry and daily life and are key resources in the transition to a more sustainable economy. While these minerals are not widely recognised as vital resources, they are essential to numerous industrial processes and will only become more integral in the years to come. Lime, in particular, stands out as the most cost-effective alkali, enabling essential chemical reactions that support a wide range of industries. This unique versatility and affordability make lime and limestone central to our operations and to our long-term vision.

Capital markets day

In May we delivered our inaugural capital markets day to a full house of shareholders and advisers, both in person and online. The event was well received, attended by over 70% of our shareholders, providing them with an outline of our 5-year plan, along with a comprehensive update on the lime and limestone business, its markets and prospects.

Governance

Whilst 2024 represented a year of change, with a new CFO and two additional independent NEDs, plus various updates to our committee structures to correspond with best practice, 2025 was characterised by the stability of the new team, with new members integrating successfully and providing the Board with their valuable experience and insights. We benefitted from a full attendance of all Board members to our meetings, along with their taking an active part in the Capital Markets Day, along with site visits and other events during the year. The Board remains highly engaged, not only in the formal aspects of governance, but also through active participation in investor and stakeholder engagement and I thank my colleagues for their continued commitment to SigmaRoc.

Our governance framework continues to ensure transparency, accountability and alignment with the interests of our stakeholders, reflecting our commitment to high standards and ethical business conduct.

Strategic Advisory Board

The establishment of the Strategic Advisory Board in the last quarter of 2025 will help ensure focus on the longer-term direction of the Group. 

Well positioned for a recovery in our underlying markets

Looking ahead, we are well positioned in attractive markets, supported by a diversified portfolio and a clear commitment to sustainability that provides a strong foundation for continued growth.

I would like to express my gratitude to our employees for their unwavering dedication and to our customers and shareholders for their continued support. We have entered 2026 with optimism and a clear strategy to drive further growth and value creation.

David Barrett

Executive Chairman

13 March 2026

CEO's STRATEGIC REPORT

Four major acquisitions have so far marked the history of our Group since its founding in 2016. Each of these major transactions was in itself an enormous step for the business at that time. It was not always easy to follow how each next step would fit in the jigsaw puzzle being laid. As shareholders you have always supported our journey forward, support which will never be taken for granted and which will always be deeply appreciated.

From these four leaps forward emerged a better business, capable of dealing with the market turmoil from Brexit, the Ukrainian conflict, the energy crisis and the generalised economic weakness which have characterised Europe over the past years. Each new business was integrated in the year following its acquisition. Each business generated significant additional returns for our Group within twenty-four months.

The theme of this Annual Report is therefore the incredible achievement of around three thousand colleagues in fifteen countries who came together as one and delivered a result well ahead of anyone's expectations. 2025 was the year of consolidation and delivery, the year which clearly demonstrated the strength of our teams, our assets and our operating model. 2025 was also the year which validated the vision, already held decades ago, that there is a space for a leading minerals Group which delivers for its shareholders through scale, disciplined investment, operational consistency and long-term partnerships with customers, its stakeholders and local communities.

That vision, when executed well, delivers durable value. In 2025, we improved our margins, reduced our leverage and improved ROIC while volumes remained subdued. This combination tells you something important about the structural strength of this Group. We are not dependent on perfect market conditions to perform.

In 2025 we also prepared the Company for recovery in markets across Europe. Volumes will return to growth, driven by stimulus programmes and natural cyclicality in certain markets. When this growth materialises, our Group is ready to take advantage of this new reality, as it supports its customers deliver their growth ambitions.

This readiness is characterised by four important improvements we made across the year. Firstly, our Group is now fully integrated to perform as one, with an efficient asset base capable of delivering where opportunity is greatest. Secondly, we have demonstrated we can integrate and deliver value from small and large complex deals. Thirdly, our Group has demonstrated its focus on margin generation as our resource is scarce and our product offering solutions focussed. Lastly our Group has demonstrated is capital allocation strategy delivers value, as it seeks to invest where returns are highest, cycles assets where the portfolio is out of balance and manages leverage prudently across economic cycles.

The sections that follow set out in more detail how these various points helped deliver an excellent year 2025 through our financial performance, progress on strategic initiatives and what lies ahead for 2026 and beyond.

Strong financial performance 

We delivered another impressive financial year, with revenue 4% higher at £1,036m, and underlying EBITDA up over 16% to £262m. The improvement in EBITDA reflected strong cost discipline and the hard work of the whole team on the synergy programme, where we delivered the minimum expectations from the CRH Lime Acquisitions two years earlier than originally planned.

On a like-for-like basis, revenue decreased by 1%, due to overall volume reduction, in part due to softer core demand, but primarily due to the result of deliberate plant network and commercial optimisation, exiting lower margin and non-core business. Underlying like-for-like EBITDA increased 8%, driven by the strong synergy execution and cost discipline.

Underlying profit before tax increased 31% to £154 million, translating into underlying EPS of 10.5p - a 26% increase year-on-year and a ninth consecutive year of growth. This performance is principally the result of the hard work of all our employees, delivering a fantastic result for our stakeholders in markets that remained challenging throughout the year.

Cashflow was strong during the year, driven by the underlying operating performance and disciplined management of capital expenditure and working capital, leading to £134m free cash flow and a reduction in leverage to 1.8x.

This robust performance reflects three things: the strength of our diversified portfolio, the successful integration of the CRH Lime Acquisitions and the consistent operational focus across the Group.

Proforma financial history

The Group has opted to present proforma revenue by market and product, together with proforma revenue and EBITDA by region, and volumes by product, in order to assist stakeholders in better understanding the enlarged Group.

Regional proforma financial history

1  A significant portion of this reduction is a result of planned synergy initiatives on plant network and commercial optimisation.2 Nordkalk Estonia and Nordkalk Germany were moved to the Central Region in the current year. The FY24 figures have been reallocated to provide a LFL comparison.

3 EBITDA is stated after £15m (FY25) and £14m (FY24) corporate costs.

Key takeaways from the above information are as follows:

· The Group is well diversified across three key end markets - industrial, environmental and construction, with no end market over 50% of the Group;

· Regional performance was generally positive with all areas showing improved EBITDA;

· The UK and Western Europe delivered strong improvements in EBITDA through disciplined execution on costs and customer delivery;

· The industrial market was impacted by weaker steel and paper markets, albeit steel showed signs of a recovery towards the year end. Construction remained stable across both infrastructure and residential, with residential markets showing signs of a recovery towards the end of the year. The environmental market was robust, benefitting from a good performance in both flue gas and water treatment with stability elsewhere.

· Volume reductions in aggregates and stone reflected subdued construction markets and a focus on higher margin contracts, including the deliberate reduction of over one million tonnes of material. High-grade mineral volumes were resilient in spite of a market with weakness in steel and paper compensated for with strength in environmental areas. Concrete products and surfacing had positive years, boosting sales of value-added products which performed well.

· High-grade minerals continue to represent over 70% of sales. Typically, the end markets for high-grade minerals are characterised by large customers with exacting quality and chemical consistency expectations, a requirement for surety of supply and long-term contractual arrangements.

Clear strategic progress with synergy programme delivering ahead of schedule

This year we successfully accelerated and completed the integration of the CRH Lime Acquisitions, consolidating our lime footprint in Europe and our position as a leading supplier of essential mineral products.

The Group has achieved its minimum target of €40m recurring synergies, two years ahead of schedule. These were delivered through operational and SG&A improvements, plant network optimisation initiatives and topline growth initiatives. Execution was disciplined and consistent across regions.

Synergies have lifted Group EBITDA from £238m at acquisition to £262m in FY25 and have offset £17m of volume-related EBITDA loss. Further improvement was delivered through continued self-help and optimisation initiatives. The initial objectives of the programme have been achieved and operational discipline remains embedded across the business.

Portfolio rationalisation through disposal of non-core assets

We progressed with our divestment programme in 2025, disposing of three businesses, one expected to complete in 2026, for proceeds of £18m at an aggregate multiple of around 7.5x LTM EBITDA.

These disposals consisted of a mortar operation in Germany, a ready-mix business in France and a quarry and aggregates washing installation in the UK.

The divestments reflect portfolio optimisation, with the assets transferred to owners better positioned to develop them. Following the completion of these divestments, the Group has formally closed its divestment programme, whilst continuing to monitor whether it remains the best owner of its portfolio assets.

Strengthened safety

Safety remains non-negotiable. Our responsibility is to ensure every colleague returns home safely.

In 2025, we further strengthened the Group's H&S capability with the addition of new team members, expanding coverage and follow up. This enlarged team carried out 218 audits across the Group's expanded footprint, supporting improved oversight, consistency and learning across the business. A detailed review of our health and safety performance and progress is included in the ESG section of this report.

Committed to sustainability

Our approach to managing environmental impacts is embedded in how we operate and invest across the Group.

In 2025, we progressed our decarbonisation programme through continued deployment of alternative fuels, increased use of renewable and fossil-free electricity, and the continued advancement of decarbonisation trials across our operations. A full lime kiln in Czechia was successfully converted to biofuel, representing tangible progress in reducing emissions from our kilns.

These actions supported improved external performance, with SigmaRoc maintaining a CDP Climate Change rating of B and improving our CDP Water Security rating from C to B. We also continue to engage with and support the communities where we operate through employment, skills development and other local initiatives. Our strong values-led culture that permeates throughout the Group is described further in the About Us section of this report.

Non-financial and sustainability information statement

The Company recognises the need to report on climate change and sustainability under the Companies Act. The Group has fulfilled its requirement to report under the Companies Act throughout the ESG section of this report.

Driving innovation to support growth

We continue to innovate within our core operations. AI is being applied to optimise the efficiency of our kilns, and our network upgrade ensures compatibility with alternative fuels.

In addition to this, SkreenHouse Ventures continues to evaluate innovative sustainable buildings products, such as reduced carbon cement and concrete.

2026 has started as expected, with structural tailwinds to follow

The Group expects 2026 to benefit from a number of structural trends that directly support demand for lime and limestone across our core European markets, notwithstanding some early weather-related disruption in Germany and Poland.

On the demand side, the German stimulus is expected to support industrial activity and construction demand across our Central Region, with improvement currently expected from H2 onwards. Other measures including tariffs are expected to improve conditions in the European steel industry, again with the recovery to be felt more strongly from H2. There are already signs of the planned re-opening of European blast furnaces that had been mothballed. Increased European defence spending, along with continued investments in data centres, AI and green economy initiatives provide additional opportunities across construction, environmental and industrial end-markets.

In addition to the above, the residential market is at cyclical lows with a significant shortfall in European housing stock, which at some point will lead to an improvement in residential demand.

While the pace and timing of recovery may vary by region, the direction of travel across our markets remains constructive. The operational strengthening delivered in 2025 - margin expansion, leverage reduction and improved efficiency - positions the Group well to convert improving activity into sustainable performance.

Against this backdrop, our priorities for 2026 are clear:

- Improve safety and operating standards across all sites;

- Protect and strengthen margins through cost and capital discipline;

- Convert improving infrastructure and industrial demand into profitable growth;

- Grow selectively, both organically and through acquisitions, where long-term returns are compelling.

SigmaRoc continues to keep the Middle-East situation under review. The Group has a number of strategies in place that naturally mitigate the effects of the current energy price volatility, with long-term hedging in place for a significant portion of energy costs, an ability to switch energy sources across the kiln network, and pass-through mechanisms in place for the majority of energy intensive products.

Our focus on operational excellence, cash generation and prudent capital allocation provide resilience as these trends develop. The Board's current outlook for FY26 is therefore cautiously optimistic.

In closing, I would like to thank our employees, customers and stakeholders for their continued support and commitment to SigmaRoc's mission. Together, we are building a stronger, more sustainable future for all.

This report was approved by the Board on 13 March 2026.

Max Vermorken

Chief Executive Officer

CHIEF FINANCIAL OFFICER'S REPORT

It is an absolute pleasure to report strong financial results for the Group delivered in an ongoing challenging macro-economic climate. The Company successfully amended and restated its bridge loan with a new 5-year term facility up to €125 million through a US private placement process, we drove the acceleration of synergy results in our now integrated lime businesses, made progress with our business portfolio management and we substantially improved the profitability due to a strong focus on self-help costs initiatives. With these actions, the Company is well positioned for market segment recovery which would allow us to benefit from operating leverage in the coming years.

For the year ending 31 December 2025, the Group generated revenue of £1,035.9 million (2024: £997.6 million for continuing and discontinued operations) and underlying EBITDA of £262.2 million (2024: £224.7 million for continuing and discontinued operations). Underlying profit before taxation for the Group was £154.0 million (2024: £117.6 million for continuing and discontinued operations).

The Board monitors the activities and performance of the Group on a regular basis and uses financial indicators based on budget versus actual to assess the performance of the Group. The indicators set out below will continue to be used by the Board to assess performance over the period to 31 December 2026.

Cash generated from operations was £205.7 million (2024: £117.0 million) with a net increase in cash of £27.9 million (2024: £80.3 million) after spending £88.3 million in net capital expenditure (net of PPE disposal) and £97.0 million in loan amortisation repayments.

Capital expenditures relate to purchases of land and minerals, new plant and machinery and improvements to existing infrastructure across the Group.

Non-underlying items

The Group's profit after tax is £120.5 million including £35.5 million relates to non-underlying items. Of this, £16.4 million, representing approximately 46.2%, is non-cash and non-tax deductible. These items relate to ten categories:

1. £4.2 million in advisor, consulting, legal fees, accounting fees, insurance and other direct costs relating to acquisitions including taxes, which primarily relate to the Lime Acquisitions.

2. £3.1 million in prior acquisition earn out agreement expenses relate to earn out payments to the sellers of the Retaining UK business.

3. £13.9 million amortisation of acquired assets and adjustments to acquired assets.

4. £9.8 million in share-based payments relating to grants of options in prior years.

5. £6.2 million legal and restructuring expenses relating to the reorganisation and integration of recently acquired subsidiaries, including costs associated with discontinuing sites and operations, transitional salary costs, redundancies, severance and recruitment fees, and costs associated with financial reporting and system migrations.

6. £3.0 million on amortisation of finance costs from the new syndicated 5-year debt facilities established in November 2023.

7. £6.6 million on unwinding of discounts on deferred consideration payments for Cymru Quarry Group and in relation to the Lime Acquisitions.

8. £(19.7) million in tax credits on share options for the period, deferred tax liability unwind on the asset fair value uplift, true up tax balances from pre-acquisition period and the reduction in German tax rate for deferred tax recognition from 29.3% to 25.8%.

9. £4.9 million for reversal of non-underlying gains as a non-cash adjustment due to change in Group accounting policy from consolidation of the EBT.

10. £3.5 million in other exceptional costs which primarily relate to non-cash balance sheet adjustments.

Interest and tax

Net finance costs in the year totalled £45.8 million (2024: £52.8 million) including associated interest on bank finance facilities, as well as interest on finance leases which totalled £3 million, this included IFRS 16 adjustments and hire purchase agreements.

A tax charge of £13.8 million (2024: £16.5 million) was recognised in the year, resulting in a tax charge on profitability generated from mineral extraction in the Channel Islands and profits generated through the Group's UK, Irish, Belgium, German, Czechia, Polish and Nordic based operations.

Earnings per share

Basic EPS for the year was 7.28 pence (2024: 2.10 pence for continuing and discontinued operations) and underlying basic EPS (adjusted for the non-underlying items mentioned above) for the year totalled 10.51 pence (2024: 8.35 pence for continuing and discontinued operations).

Statement of financial position

Net assets at 31 December 2025 were £856.9 million (2024: £753.7 million). Net assets are underpinned by mineral resources, land and buildings and plant and machinery assets of the Group.

Cash flow

Cash generated by operations was £205.7 million (2024: £117.0 million). The Group spent £89.6 million on capital projects including acquisition of intangibles, repaid net borrowings of £36.6 million and paid interest of £37.0 million. The net result was a cash inflow for the year of £27.9 million.

Net debt

Net debt on 31 December 2025 was £472.4 million (2024: £509.5 million).

Bank facilities

On 22 November 2023 the Company entered a syndicated senior credit facility of up to €750 million (the 'New Debt Facilities') led by Santander UK and BNPP, with the syndicate including several major UK and European banks and a further €125 million bridge loan ('Bridge Loan'). The New Debt Facilities were partially drawn on 4 January 2024 in connection with the Lime Acquisitions, and the legacy debt facility was repaid as part of this process.

The New Debt Facilities comprise a €600 million committed term facility, €150 million revolving credit facility and a further €100 million uncommitted accordion.

The Group's New Debt Facilities have a maturity date of 21 November 2028 and are subject to a variable interest rate based on EURIBOR plus a margin depending on underlying EBITDA.

The Group's New Debt Facilities are subject to covenants which are tested monthly and certified quarterly. These covenants are:

· Group interest cover ratio set at a minimum of 4.0 times EBITDA; and

· A maximum adjusted leverage ratio, which is the ratio of total net debt, including further borrowings such as deferred consideration, to adjusted EBITDA, of 3.75x in 2025.

On 20 February 2025, the Company amended and restated its existing Bridge Loan with a new 5-year term facility up to €125 million through a US Private Placement process. The new debt facility has a security profile that mirrors the existing syndicated senior credit facility and a bullet at maturity in February 2030. The interest coupon is based on the 5-year EURIBOR bond yield plus a margin which is fixed at 4.93% for the duration of the term.

As of 31 December 2025, the Group comfortably complied with its bank facility covenants under the terms of the debt facility agreement and total undrawn facilities available to the Group under the debt facility amounted to £113 million.

Capital allocation

We prioritise the maintenance of a strong balance sheet and deploy our capital responsibly, allowing us to commit significant organic investment to our business whilst continuing to pursue acquisitions to accelerate our strategic development. This conservative approach to financial management will enable us to continue pursuing capital growth for our shareholders, with de-gearing a primary focus, along with returning cash to our shareholders via share buy-backs or dividends as this becomes appropriate.

Dividends

Subject to availability of distributable reserves, dividends will be paid to shareholders when the Directors believe it is appropriate and prudent to do so. The Directors do not recommend the payment of a dividend for the year (31 December 2024: nil).

Share buy-backs

The Company has in place permission to buy back its own shares into treasury. Subject to the Directors' views on the valuation of the business, and within the remit of our conservative overall capital allocation policy, the Company could seek to use share buy-backs to maximise shareholder value.

Post balance sheet events

Following 2025 close, there have been no post balance sheet events. Further information is set out in Note 37.

This report was approved by the Board on 13 March 2026 and signed on its behalf.

Jan van Beek

Chief Financial Officer

DIRECTORS' REPORT

The Directors present their report, together with the audited Financial Statements, for the year ended 31 December 2025. 

Principal activities 

The principal activity of SigmaRoc is to make investments, acquire and integrate businesses in the quarried materials sector. The principal activity of the Group is the production of lime and limestone, high-quality aggregates and supply of value-added industrial and construction materials.

Board composition and head office

The Board comprised of three Executive Directors and six Non-Executive Directors at year end. The Corporate Head Office of the Company is in London, UK.

Risk management

The Board is responsible for the Group's risk management and continues to develop policies and procedures that reflect the nature and scale of the Group's business.

Details of the Group's financial risk management policies are set out in Note 3 to the Financial Statements.

Results and dividends 

For the year to 31 December 2025, the Group's underlying profit before tax was £154.0 million (2024: £117.6 million) while total profit before tax was £98.9 million (2024: £44.5 million) and underlying profit after tax was £120.5 million (2024: £98.1 million) while total profit after tax was £85.0 million (2024: £28.6 million). Recognising the Group's strategy and current position on its journey, the Directors are not proposing to adopt a dividend policy yet.

Stated capital 

Details of the Company's shares in issue are set out in Note 28 to the Financial Statements. 

Directors 

The following Directors served during the year: 

Directors & Directors' interests

The Directors who served during the year ended 31 December 2025 are shown below and had, at that time, the following beneficial interests in the shares of the Company:

(1) On 22 January 2026, Max Vermorken exercised 11,807,349 options. Following this, his vested options total is now 7,481,040 and his total shareholdings have increased to 3,241,848.

(2) On 22 January 2026, David Barrett exercised 5,638,674 options. Following this, his vested options total is now 3,125,640 and his total shareholdings have increased to 5,155,455.

Further details on options can be found in Note 29 to the Financial Statements.

Details on the remuneration of the Directors can be found in Note 10 to the Financial Statements.

Substantial Shareholdings 

The Company is aware that, as at 13 March 2026, other than the Directors, the interests of Shareholders holding three per cent or more of the issued share capital of the Company were as shown in the table below:

Inheritance tax

Shares in AIM quoted trading companies or a holding company of a trading group may, after a 2-year holding period, qualify for Business Property Relief for United Kingdom inheritance tax purposes, subject to the detailed conditions for the relief. From 6 April 2026, this will be capped at £1 million and assets over £1 million will be subject to 50% relief. However, it is recommended shareholders get their own tax advice.

Investors should note that Business Property Relief would cease to be available if the Company's shares were to become listed on an HMRC designated stock exchange, for example, the Main Market of the London Stock Exchange.

Employees 

By being responsible for their own businesses, that are aligned with the overall Group's strategy, employees are fully aware of their impact and contribution as they are inherently responsible for their own success. The Group and each business are committed to employing the best they can, not only in skills and competence but also in their softer skills, regardless of who they are or where they have come from. Once engaged, each employee is nurtured and developed locally with opportunities within each business and platform offered openly. 

Political contribution

The Group did not make any contributions to political parties during either the current or the previous year.

Annual General Meeting 

The AGM will be held at Durrants Hotel, 26-32 George Street, London, W1H 5BJ on 30 April 2026 at 3:00 p.m. The formal notice convening the AGM, together with explanatory notes on the resolutions contained therein, is included in the separate circular accompanying this document and is available on the Company's website at www.sigmaroc.com. 

Viability statement 

The Directors have assessed the viability of the Group over a period to December 2030. This is the same period over which financial projections were prepared for the Group's strategic financial plan. In making their assessment the Directors have considered the Group's current position and the potential impact of the principal risks and uncertainties on its business model, future performance, solvency or liquidity. They also stress-tested their analysis by running several credible scenarios and considered the availability of mitigating actions. Based on this assessment, the Directors confirm that they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period to 31 March 2027. In making this statement, the Directors have assumed that financing remains available and that mitigating actions are effective. 

Corporate responsibility

Environmental

SigmaRoc undertakes its activities in a manner that minimises or eliminates negative environmental impacts and maximises positive impacts of an environmental nature.

Health and safety

SigmaRoc operates a comprehensive health and safety programme to ensure the wellness and security of its employees. The control and eventual elimination of all work-related hazards require a dedicated team effort involving the active participation of all employees. A comprehensive health and safety programme is the primary means for delivering best practices in health and safety management. This programme is regularly updated to incorporate employee suggestions, lessons learned from past incidents and new guidelines related to new projects, with the aim of identifying areas for further improvement of health and safety management. This results in continuous improvement of the health and safety programme. Employee involvement is regarded as fundamental in recognising and reporting unsafe conditions and avoiding events that may result in injuries and accidents.

Internal controls

The Board recognises the importance of both financial and non-financial controls and has reviewed the Group's control environment for any shortfalls during the year. Since the Group was established, the Directors are satisfied that, given the current size and activities of the Group, adequate internal controls have been implemented. Whilst they are aware that no system can provide absolute assurance against material misstatement or loss, considering the current activity and proposed future development of the Group, continuing reviews of internal controls will be undertaken to ensure that they are adequate and effective.

Further details on corporate governance can be found in the Corporate Governance Report.

Going concern

The Group meets its day-to-day working capital and other funding requirements through cash and banking facilities, which were renewed in November 2023 and further optimised in February 2025.

The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and, therefore, continue to adopt the going concern basis in preparing the Annual Report and Financial Statements. Further details on their assumptions and their conclusion thereon are included in the statement on going concern included in Note 2.3 to the Financial Statements.

Directors' and officers' indemnity insurance

The Company has made qualifying third-party indemnity provisions for the benefit of its Directors and officers. These were made during the year and remain in force at the date of this Annual Report.

Events after the reporting period

Events after the reporting period are set out in Note 37 to the Financial Statements.

Policy and practice on payment of creditors

The Group agrees on terms and conditions for its business transactions with suppliers. Payment is then made in accordance with these terms, subject to the terms and conditions being met by the supplier. As at 31 December 2025, the Company had an average of 40 days (2024: 43 days) of purchases outstanding in trade payables and the Group had an average of 37 days (2024: 43 days).

Future developments

Details of future developments for the Group are disclosed in the Chairman's Statement and the CEO's Strategic Report.

Provision of information to Auditor

So far as each of the Directors is aware at the time this report is approved:

· there is no relevant audit information of which the Group's auditor is unaware; and

· the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.

Auditor

PKF Littlejohn LLP has signified its willingness to continue in office as auditor.

This report was approved by the Board on 13 March 2026.

Jan van Beek

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable laws and regulations, including the AIM Rules for Companies.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the Group and Company Financial Statements in accordance with UK-adopted International Accounting Standards (UK-adopted IAS). Under company law the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company, and of the profit or loss of the Group for that period. In preparing these Financial Statements, the Directors are required to:

· select suitable accounting policies and then apply them consistently;

· make judgments and accounting estimates that are reasonable and prudent;

· state whether applicable UK-adopted IAS have been followed, subject to any material departures disclosed and explained in the financial statements; and

· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the Financial Statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and Company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website, www.sigmaroc.com. Legislation in the United Kingdom governing the preparation and dissemination of the Financial Statements may differ from legislation in other jurisdictions.

The Company is compliant with AIM Rule 26 regarding the Company's website.

The Directors confirm that they have complied with the above requirements in preparing the Financial Statements.

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

In 2024, the sale of BMix and Goijens completed 13 December 2024 with the sale of Beton completed in June 2025. These entities are disclosed as a discontinued operation and Beton is classified as held for sale on the 2024 Group Balance Sheet

During 2025, the Group disposed of the Beton ready-mix business in Northern France and a mortar operation in Germany. Additionally, the Group has agreed the sale of a quarry and aggregates washing installation in the UK which is expected to complete in 2026. Management have assessed these disposals in accordance with IFRS 5 and concluded that they do not represent a major line of business. Therefore, these disposals have been included within continuing operations as their separate presentation would not be material to the Group's Financial Statements

1. Non-underlying items represent acquisition related expenses, restructuring costs, certain finance costs, share option expense, amortisation of acquired intangibles and the tax effect of these non-underlying expenses as well as non-current balance sheet tax movements. See Note 11 for more information.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

The Company has elected to take the exemption under Section 408 of the Companies Act 2006 from presenting the Company's Income Statement and Statement of Comprehensive Income.

The loss for the Company for the year ended 31 December 2025 was £52.4 million (year ended 31 December 2024: loss of £2.5 million).

The Financial Statements were approved and authorised for issue by the Board of Directors on 13 March 2026 were signed on its behalf by:

Jan van Beek

Chief Financial Officer

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

CASH FLOW STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025