Notes to the Consolidated Financial Statements

 

1.  Description of business

The consolidated financial statements of Mincon Group plc (also referred to as "Mincon" or "the Group") comprises the Company and its subsidiaries (together referred to as "the Group"). The companies registered address is Smithstown Industrial Estate, Smithstown, Shannon, Co. Clare, Ireland.

 

The Group is an Irish engineering Group, specialising in the design, manufacturing, sale and servicing of rock drilling tools and associated products. Mincon Group Plc is domiciled in Shannon, Ireland.

 

On 26 November 2013, Mincon Group plc was admitted to trading on the Euronext Growth and the Alternative Investment Market (AIM) of the London Stock Exchange.

 

2.  Basis of preparation

 

These consolidated financial statements have been prepared in accordance with the IFRS Accounting Standards as adopted by the European Union (IFRS), which comprise standards and interpretations approved by the International Accounting Standards Board (IASB) and endorsed by the EU.

 

The Group's financial statements consolidate those of the parent company and all of its subsidiaries as of 31 December 2025. All subsidiaries have a reporting date of 31 December.

 

The accounting policies set out in Note 3 have been applied consistently in preparing the Group and Company financial statements for the years ended 31 December 2025 and 31 December 2024.

 

The Group and Company financial statements are presented in Euro, which is the functional currency of the Company and also the presentation currency for the Group's financial reporting. Unless otherwise indicated, the amounts are presented in thousands of Euro. These financial statements are prepared on the historical cost basis.

 

The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The judgements, estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results could differ materially from these estimates. The areas involving a high degree of judgement and the areas where estimates and assumptions are critical to the consolidated financial statements are discussed in Note 3.

 

The Directors believe that the Group has adequate resources to continue in operational existence for the foreseeable future and that it is appropriate to continue to prepare our consolidated financial statements on a going concern basis.

 

3. Material accounting principles and significant accounting estimates and judgements

 

The accounting principles as set out in the following paragraphs have, unless otherwise stated, been consistently applied to all periods presented in the consolidated financial statements and for all entities included in the consolidated financial statements.   The following new and amended standards are not expected to have a significant impact on the Group's consolidated financial statements:   New Standards adopted as at 1 January 2025 ·      Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates)   Standards, amendments and Interpretations to existing Standards that are not yet effective and have been not adopted early by the Group ·      Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) ·      Annual Improvements to IFRS Accounting Standards (Volume 11) ·      Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7) ·      Presentation and Disclosure in Financial Statements (IFRS 18) ·      Subsidiaries without Public Accountability: Disclosures (IFRS 19)         3.  Material accounting principles and significant accounting estimates and judgements (continued)   Segment Reporting An operating segment is a component of the Group that engages in business activities from which it may earn revenue and incur expenses, and for which discrete financial information is available. The operating results of the operating segment is reviewed regularly by the Board of Directors, the chief operating decision maker, to make decisions about allocation of resources and also to assess performance.   Results are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (CODM). Our CODM has been identified as the Board of Directors.   The Group has determined that it has one reportable segment (see Note 5). The Group is managed as a single business unit that sells drilling equipment, primarily manufactured by Mincon manufacturing sites.   Revenue Recognition The Group is involved in the sale and servicing of rock drilling tools and associated products. Revenue from the sale of these goods and services to customers is measured at the fair value of the consideration received or receivable (excluding sales taxes). The Group recognises revenue when it transfers control of goods to a customer or has completed a service over a set period (typically one month) for a customer.   The following provides information about the nature and timing of the satisfaction of performance obligations in contracts with customers, including significant payment terms, and the related revenue recognition policies.   Customers obtain control of products when one of the following conditions are satisfied:   1.   The goods have been picked up by the customer from Mincon's premises; 2.   When goods have been shipped by Mincon, the goods are delivered to the customer and have been accepted at their premises; or 3.   The customer accepts responsibility of the goods during transit that is in line with international commercial terms.        Where the Group provides a service to a customer, who also purchases Mincon manufactured product from the Group, the revenue associated with this service is separately identified in a set period (typically one month) and is recognised in the Group's revenue as it occurs.   Invoices are generated when the above conditions are satisfied. Invoices are payable within the timeframe as set in agreement with the customer at the point of placing the order of the product or service. Discounts are provided from time-to-time to customers.   Customers may be permitted to return goods where issues are identified with regard to quality of the product. Returned goods are exchanged only for new goods or a credit note. No cash refunds are offered.   Where the customer is permitted to return an item, revenue is recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. Therefore, the amount of revenue recognised is adjusted for expected returns, which are estimated based on the historical data for specific types of product. In these circumstances, a refund liability and a right to recover returned goods asset are recognised.   The Group recognises contract liabilities for consideration received in respect of unsatisfied performance obligations and reports these amounts as accruals and other liabilities in its consolidated statement of financial position. Similarly, if the Group satisfies a performance obligation before it receives the consideration, the Group recognises either a contract asset or a receivable in its consolidated statement of financial position, depending on whether something other than the passage of time is required before the consideration is due.   The Group has elected to apply IFRS 15 Practical expedient, the Group does not need to adjust the promised amount of consideration for the effects of a significant financing component if the entity expects, at contract inception, that the period between when the Group transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.   Government Grants Amounts recognised in the profit and loss account are presented under the heading Operating Costs on a systematic basis in the periods in which the expenses are recognised, unless the conditions for receiving the grant are met after the related expenses have been recognised. In this case, the grant is recognised when it is receivable. Current government grants have no conditions attached.

3.  Material accounting principles and significant accounting estimates and judgements (continued)

 

Operating expenses

Operating expenses are recognised in profit or loss as the service is utilised or incurred.

 

Earnings per share

Basic earnings per share is calculated based on the profit for the year attributable to owners of the Company and the basic weighted average number of shares outstanding. Diluted earnings per share is calculated based on the profit for the year attributable to owners of the Company and the diluted weighted average number of shares outstanding.

 

Profit or loss from discontinued operations

A discontinued operation is a component of the Group that either has been disposed of, or is classified as held for sale. A discontinued operation represents a separate major line of the business. Profit or loss from discontinued operations comprises the post-tax profit or loss of discontinued operations and the post-tax gain or loss recognised on the measurement to fair value less costs to sell or on the disposal group(s) constituting the discontinued operation.

 

Taxation

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends.

 

Current tax assets and liabilities are offset only if certain criteria are met.

 

Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:

 

·      business combination and that affects neither accounting nor taxable profit or loss;

·      temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

·      taxable temporary differences arising on the initial recognition of goodwill.

 

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognise a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.

 

Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.

 

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

 

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

 

Deferred tax assets and liabilities are offset only if certain criteria are met.

 

Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group uses the definition of a lease in IFRS 16.

3.  Material accounting principles and significant accounting estimates and judgements (continued)

 

Leases (continued)

(i) As a lessee

At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative stand-alone prices.

 

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an

estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

 

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

 

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate.

 

The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources.

 

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment.

 

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

 

(ii) As a lessor

At inception or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices.

 

When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.

 

When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset.

 

Short-term leases and leases of low-value assets

The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including IT equipment. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

 

Inventories and capital equipment

Inventories and capital equipment (rigs) are valued at the lower of cost or net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and selling expenses. The cost of inventories is based on the first-in, first-out principle and includes the costs of acquiring inventories and bringing them to their existing location and condition. Inventories manufactured by the Group and work in progress include an appropriate share of production overheads based on normal operating capacity. Inventories are reported net of deductions for obsolescence.

 

 

 

 

3.  Material accounting principles and significant accounting estimates and judgements (continued)

 

Intangible Assets and Goodwill

Goodwill

The Group accounts for acquisitions using the purchase accounting method as outlined in IFRS 3 Business Combinations. Goodwill represents the future economic benefits arising from a business combination that are

not individually identified and separately recognised. Goodwill is not amortised and is tested annually.

 

Intangible assets

Expenditure on research activities is recognised in profit or loss as incurred.

 

Development expenditure is capitalised only if the Group can demonstrate if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Group intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognised in the profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortisation and any accumulated impairment losses.

 

Acquired IP which has been obtained at a cost that can be measured reliably, and that meets the definition and recognition criteria of IAS 38, will be accounted for as an intangible asset.

 

Internally developed intangible assets are recognised post the development phase once the company has assessed the development phase is complete and the asset is ready for use. Internally generated assets have an finite life. They will be amortised over a fifteen-year period on a straight-line basis. Currently there is eleven years and nine months remaining on the amortisation.

 

Foreign Currency

Functional and presentation currency

The consolidated financial statements are presented in Euro currency units, which is also the functional currency of the parent company.

Foreign currency transactions and balances

Transactions in foreign currencies (those which are denominated in a currency other than the functional currency) are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the foreign exchange rate at the statement of financial position date. Exchange gains and losses related to trade receivables and payables, other financial assets and payables, and other operating receivables and payables are separately presented on the face of the income statement.

 

Exchange rate differences on translation to functional currency are reported in profit or loss, except when reported in other comprehensive income for the translation of intra-group receivables from, or liabilities to, a foreign operation that in substance is part of the net investment in the foreign operation.

 

Exchange rates for major currencies used in the various reporting periods are shown in Note 22.

 

Translation of accounts of foreign entities

The assets and liabilities of foreign entities, including goodwill and fair value adjustments arising on consolidation, are translated to Euro at the exchange rates ruling at the reporting date. Revenues, expenses, gains, and losses are translated at average exchange rates, when these approximate the exchange rate for the respective transaction. Foreign exchange differences arising on translation of foreign entities are recognised in other comprehensive income and are accumulated in a separate component of equity as a translation reserve.

 

On divestment of foreign entities, the accumulated exchange differences, are recycled through profit or loss, increasing or decreasing the profit or loss on divestments.

 

Business combinations and consolidation

The consolidated financial statements include the financial statements of the Group and all companies in which Mincon Group plc, directly or indirectly, has control. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. 

 

The consolidated financial statements have been prepared in accordance with the acquisition method.

 

 

3.  Material accounting principles and significant accounting estimates and judgements (continued)

 

Business combinations and consolidation (continued)

According to this method, business combinations are seen as if the Group directly acquires the assets and assumes the liabilities of the entity acquired. At the acquisition date, i.e., the date on which control is obtained, each identifiable asset acquired, and liability assumed is recognised at its acquisition-date fair value.

 

Consideration transferred is measured at its fair value. It includes the sum of the acquisition date fair values of the assets transferred, liabilities incurred to the previous owners of the acquiree, and equity interests issued by the Group. Deferred consideration is initially measured at its acquisition-date fair value. Any subsequent change in such fair value is recognised in profit or loss, unless the deferred consideration is classified as equity. In that case, there is no remeasurement and the subsequent settlement is accounted for within equity. Deferred consideration arises in the current year where part payment for an acquisition is deferred to the following year or years.

 

Transaction costs that the Group incurs in connection with a business combination, such as legal fees, due diligence fees, and other professional and consulting fees are expensed as incurred.

 

Goodwill is measured as the excess of the fair value of the consideration transferred, the amount of any non-controlling interest in the acquiree, and the fair value of the Group's previously held equity interest in the acquiree (if any) over the net of acquisition-date fair values of the identifiable assets acquired and liabilities assumed. Goodwill is not amortised but tested for impairment at least annually.

 

Non-controlling interest is initially measured either at fair value or at the non-controlling interest's proportionate share of the fair value of the acquiree's identifiable net assets. This means that goodwill is either recorded in "full" (on the total acquired net assets) or in "part" (only on the Group's share of net assets). The choice of measurement basis is made on an acquisition-by-acquisition basis.

 

Earnings from the acquirees are reported in the consolidated income statement from the date of control.

 

Intra-group balances and transactions such as income, expenses and dividends are eliminated in preparing the consolidated financial statements. Profits and losses resulting from intra-group transactions that are recognised in assets, such as inventory, are eliminated in full, but losses are only eliminated to the extent that there is no evidence of impairment.

 

Property, plant and equipment

Items of property, plant and equipment are carried at cost less accumulated depreciation and impairment losses. Cost of an item of property, plant and equipment comprises the purchase price, import duties, and any cost directly attributable to bringing the asset to its location and condition for use. The Group capitalises costs on initial recognition and on replacement of significant parts of property, plant and equipment, if it is probable that the future economic benefits embodied will flow to the Group and the cost can be measured reliably. All other costs are recognised as an expense in profit or loss when incurred.

 

Depreciation

Depreciation is calculated based on cost using the straight-line method over the estimated useful life of the asset. The following useful lives are used for depreciation:

 

                                                Years

Buildings                                  20-30

Plant and equipment                  3-10

 

The depreciation methods, useful lives and residual values are reassessed annually. Land is not depreciated.

 

Right of use assets are depreciated using the straight-line method over the estimated useful life of the asset being the remaining duration of the lease from inception date of the asset. The depreciation methods, useful lives and residual values are reassessed annually.

 

Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognised in profit or loss either within other income or other expenses

 

 

 

3.  Material accounting principles and significant accounting estimates and judgements (continued)

 

Financial Assets and Liabilities

Classification and initial measurement of financial assets financial liabilities.

Financial assets and liabilities are recognised at fair value when the Group becomes a party to the contractual provisions of the instrument. Purchases and sales of financial assets are accounted for at trade date, which is the day when the Group contractually commits to acquire or dispose of the assets. Trade receivables are recognised once the responsibility associated with control of the product has transferred to the customer. Liabilities are recognised when the other party has performed and there is a contractual obligation to pay. A financial asset and

a financial liability are offset and the net amount presented in the statement of financial position when there is a legally enforceable right to set off the recognised amounts and there is an intention to either settle on a net basis or to realise the asset and settle the liability simultaneously.

The classification is determined by both:

• the entity's business model for managing the financial asset, and

• the contractual cash flow characteristics of the financial asset.

 

Subsequent measurement of financial assets and financial liabilities

Financial assets at amortised cost

Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):

·      they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows, and

·      the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

 

Financial liabilities at amortised cost

Subsequently, financial liabilities are measured at amortised cost using the effective interest method.

 

Derecognition (fully or partially) of a financial liabilities occurs when the rights to receive cash flows from the financial instruments expire or are transferred and substantially all of the risks and rewards of ownership have been removed from the Group. Financial liabilities are assessed at each reporting date. The Group derecognises (fully or partially) a financial liability when the obligation specified in the contract is discharged or otherwise expires.

 

Impairment of financial assets

Financial assets are assessed from initial recognition and at each reporting date to determine whether there is a requirement for impairment. Financial assets require there expected lifetime losses to be recognised from initial recognition.

 

IFRS 9's impairment requirements use forward-looking information to recognise expected credit losses - the 'expected credit loss (ECL) model'. Instruments within the scope of the requirements included loans and other debt-type financial assets measured at amortised cost, trade and other receivables.

 

The Group considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

 

In applying this forward-looking approach, a distinction is made between:

·      financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk ('Stage 1'); and

·      financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low ('Stage 2').

 

'Stage 3' would cover financial assets that have objective evidence of impairment at the reporting date.

 

'12-month expected credit losses' are recognised for the first category (i.e. Stage 1) while 'lifetime expected credit losses' are recognised for the second category (i.e. Stage 2).

 

Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial instrument.

3.  Material accounting principles and significant accounting estimates and judgements (continued)

 

Financial Assets and Liabilities (continued)

Trade and other receivables

The Group makes use of a simplified approach in accounting for trade and other receivables and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix.

 

The Group assesses impairment of trade and other receivables on a collective basis as they possess shared credit risk characteristics they have been grouped based on the days past due.

 

Borrowing costs

All borrowing costs are expensed in accordance with the effective interest rate method.

 

Equity

Shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effect.

 

Financial instruments carried at fair value: Deferred consideration

Fair value is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting date. These are set amounts detailed in each contract.

 

Finance income and expenses

Finance income and expense are included in profit or loss using the effective interest method.

 

Contingent liabilities

A contingent liability is a possible obligation or a present obligation that arises from past events that is not reported as a liability or provision, as it is not probable that an outflow of resources will be required to settle the obligation or that a sufficiently reliable calculation of the amount cannot be made.

 

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with maturities of three months or less.

 

Non-current assets and liabilities classified as held for sale and discontinued operations

Non-current assets classified as held for sale are presented separately and measured at the lower of their carrying amounts immediately prior to their classification as held for sale and their fair value less costs to sell. However, some held for sale assets such as financial assets or deferred tax assets, continue to be measured in accordance with the Group's relevant accounting policy for those assets. Once classified as held for sale, the assets are not subject to depreciation or amortisation. Any profit or loss arising from discontinued operation or its remeasurement to fair value less costs to sell is presented in the profit or loss from discontinued operations.

 

Equity, reserves and dividend payments

Share capital represents the nominal (par) value of shares that have been issued. Share premium includes any premiums received on the issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.

 

Retained earnings includes all current and prior period retained profits and share-based employee remuneration.

 

Dividend distributions payable to equity shareholders are included in other liabilities when the dividends have been approved in a general meeting prior to the reporting date.

 

Provisions

A provision is recognised in the statement of financial position when the Group has a legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and the outflow can be estimated reliably. The amount recognised as a provision is the best estimate of the expenditure required to settle the present obligation at the reporting date. If the effect of the time value of money is material, the provision is determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and, where appropriate, the risks specific to the liability. 

 

 

3.  Material accounting principles and significant accounting estimates and judgements (continued)

 

Provisions (continued)

A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan and the restructuring has either commenced or been announced publicly. Future operating losses are not provided for.

 

Defined contribution plans

A defined contribution retirement benefit plan is a post-employment benefit plan under which the Group pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution retirement benefit plans are recognised as an employee benefit expense in profit or loss when employees provide services entitling them to the contributions.

 

Share-based payment transactions

The Group operates a long-term incentive plan (LTIP) which allows the Company to grant Restricted Share Awards ("RSAs") to the Executive Management Team and senior management. All schemes are equity settled arrangements under IFRS 2 Share-based Payment.

 

The grant-date fair value of share-based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. It is reversed only where entitlements do not vest because all

non-market performance conditions have not been met or where an employee in receipt of share entitlements leaves the Group before the end of the vesting period and forfeits those options in consequence.

 

Significant accounting estimates and judgements

The preparation of financial statements requires management's judgement and the use of estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the prevailing circumstances. Actual results may differ from those estimates. The estimates and assumptions are reviewed on an ongoing basis. Revisions to the accounting estimates are recognised in the period in which they are revised and in any future periods affected.

 

Following are the estimates and judgements which, in the opinion of management, are significant to the underlying amounts included in the financial reports and for which there is a significant risk that future events or new information could entail a change in those estimates or judgements.

 

Deferred consideration (Note 22)

The deferred consideration payable represents management's best estimate of the fair value of the amounts that will be payable, discounted as appropriate using a market interest rate. The fair value was estimated by assigning probabilities, based on management's current expectations, to the potential pay-out scenarios. The fair value of deferred consideration is primarily dependent on the future performance of the acquired businesses against predetermined targets and on management's current expectations thereof.

 

Climate-related matters

The long-term consequences of climate changes on financial statements are difficult to predict and require entities to make significant assumptions and develop estimates. Consistent with the prior year, as at 31 December 2025 the Group has not identified significant risks induced by climate changes that could negatively and materially affect the estimates and judgements currently used in the Group's financial statements. Management continuously assesses the impact of climate-related matters.

 

Goodwill (Note 12)

The initial recognition of goodwill represents management' best estimate of the fair value of the acquired entities value less the identified assets acquired.

 

During the annual impairment assessment over goodwill, management calculate the recoverable value of the group using their best estimate of the discounted future cash flows of the group. The fair values were estimated using management's current and future projections of the Mincon Group's performance as well as appropriate data inputs and assumptions.

 

 

 

3.  Material accounting principles and significant accounting estimates and judgements (continued)

 

Significant accounting estimates and judgements (continued)

Useful life and residual values of Intangible Assets (Note 12)

Distinguishing the research and development phase, determining the useful life, and deciding whether the recognition requirements for the capitalisation of development costs of new projects are met all require judgement. These judgements are based on historical experience and various other factors that are believed to be reasonable under the prevailing circumstances.

 

After capitalisation, management monitors whether the recognition requirements continue to be met and whether there are any indicators that capitalised costs may be impaired.

 

Trade and other receivables (Note 15)

Trade and other receivables are included in current assets, except for those with maturities more than 12 months after the reporting date, which are classified as non-current assets. The Group estimates the risk that receivables will not be paid and provides for doubtful debts in line with IFRS 9.

 

The Group applies the simplified approach to providing for expected credit losses (ECL) permitted by IFRS 9 Financial Instruments, which requires expected lifetime losses to be recognised from initial recognition of the receivables and considered at each reporting date. Loss rates are calculated using a "roll rate" method based on the probability of a receivable progressing through successive chains of non-payment to write-off.

 

Trade receivables are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the company. Where recoveries are made, these are recognised in the Consolidated Income Statement.

 

4.  Revenue

 

In the following table, revenue is disaggregated between Mincon manufactured product and product that is purchased outside the Group and resold through Mincon distribution channels.

 

	2025	2024
	€'000	€'000
Product revenue:
Sale of Mincon product	122,227	117,418
Sale of third party product	26,493	28,448
Total revenue	148,720	145,866

 

The Group's revenue disaggregated by primary geographical markets are disclosed in Note 5.

 

The Group recognised contract liability amounting to €2 million as at 31 December 2025 (2024:€2 million) which represent customer payments received in advance of performance that are expected to be recognised within the next financial year. Contract liability is recorded under Other accruals and other liabilities (Note 16).

 

5.  Operating Segment

 

The CODM assesses operating segment performance based on operating profit. Segment revenue for the year ended 31 December 2025 of €148.7 million (2024: €145.9 million) is wholly derived from sales to external customers.

 

Entity-wide disclosures

 

The business is managed on a worldwide basis but operates manufacturing facilities and sales offices in Ireland, Sweden, Finland, South Africa, Western Australia, the United States and Canada and sales offices in ten other locations including Eastern Australia, South Africa, France, Spain, Namibia, Sweden, Chile and Peru. In presenting information on geography, revenue is based on the geographical location of customers and non-current assets based on the location of these assets.

 

 

 

 

 

5.  Operating Segment (continued)

 

Revenue by region (by location of customers):

	2025	2024
	€'000	€'000
Region:
Ireland	870	2,161
Americas	63,147	59,481
Australasia	15,630	17,938
Europe, Middle East, Africa	69,073	66,286
Total revenue (1)	148,720	145,866

(1) Total revenue in 2025 & 2024 includes revenue from discontinued operations.

 

During 2025, Mincon had sales in the USA of €39.4 million (2024: €33.4 million), Canada of €17.5 million (2024: €16.9 million) and Sweden of €15.0 million (2024: €13.3 million), these individually contributed to more than 10% of the entire Group's sales for 2025.

			2025	2024
			€'000	€'000
Region:
Americas			12,164	16,088
Australasia			4,280	10,167
Europe, Middle East, Africa			62,911	64,789
Total non-current assets(1)			79,355	91,044
(1) Non-current assets exclude deferred tax assets.

 

During 2025, Mincon held non-current assets (excluding deferred tax assets) in Ireland of €21.2 million (2024: €23.2 million), in the USA of €8.9 million (2024: €12.2 million) these separately contributed to more than 10% of the entire Group's non-current assets (excluding deferred tax assets) for 2025.

			2025	2024
			€'000	€'000
Region:
Americas			3,284	4,900
Australasia			206	2,041
Europe, Middle East, Africa			16,154	18,855
Total non-current liabilities(1)			19,644	25,796
(1) Non-current liabilities exclude deferred tax liabilities.

 

During 2025, Mincon held non-current liabilities (excluding deferred tax liabilities) in Ireland of €10.9 million (2024: €13.6 million), this contributed to more than 10% of the entire Group's non-current liabilities (excluding deferred tax liabilities) for 2025.

 

 

 

 

6.  Cost of Sales and operating expenses

 

Included within cost of sales and operating costs were the following major components:

 

Cost of sales
	2025	2024
	€'000	€'000
Raw materials	39,675	43,326
Third party product purchases	20,612	22,081
Employee costs	20,190	19,591
Depreciation (Note 13)	5,207	5,416
In bound costs on purchases	3,856	3,527
Energy costs	2,615	2,623
Maintenance of machinery	1,744	1,498
Subcontracting	6,638	4,355
Amortisation of product development	485	485
Other	3,288	2,905
Total cost of sales (1)	104,310	105,807

(1) Total cost of sales in 2025 & 2024 includes cost of sales from discontinued operations.

 

The Group invested approximately €4.5 million on research and development projects in 2025 (2024: €3.8 million) €4.5 million of this has been expensed in the period (2024: €3.8 million).

 

Operating costs

	2025	2024
	€'000	€'000
Employee costs (including Director emoluments)	19,421	19,770
Depreciation (Note 13)	2,318	2,497
Amortisation of acquired IP	354	277
Travel	1,802	2,068
Professional costs	2,124	2,759
Administration	3,134	2,806
Marketing	867	740
Legal cost	677	783
Other	2,958	2,093
Total other operating costs (1)	33,655	33,793

(1) Total other operating costs in 2025 & 2024 includes other operating costs from discontinued operations.

 

The Group recognised €71,000 in Government Grants in 2025 (2024: €92,000). These grants differ in structure from country to country and they primarily relate to personnel costs.

 

7.  Finance costs

	2025	2024
	€'000	€'000
Interest on lease liabilities	381	445
Interest on loans and borrowings	1,631	2,046
Finance costs (1)	2,012	2,491
(1) Finance costs in 2025 & 2024 includes finance costs from discontinued operations.                       8.  Employee information
	2025	2024
	€'000	€'000
Wages and salaries - excluding Directors	33,381	33,171
Wages, salaries, fees and retirement benefit - Directors (Note 10)	885	721
Social security costs	3,231	2,952
Retirement benefit costs of defined contribution plans	2,291	2,185
Share-based payment expense (Note 21)	(177)	332
Total employee costs (1)	39,611	39,361

(1) Total employee costs in 2025 & 2024 includes employee costs from discontinued operations.

 

At 31 December 2025, there was €294,000 (2024: €206,000) accrued for and not in paid pension contributions.
The average number of employees was as follows:
	2025	2024
	Number	Number
Sales and distribution	123	123
General and administration	74	75
Manufacturing, service and development	313	332
Average number of persons employed	510	530

 

Retirement benefit and Other Employee Benefit Plans

 

The Group operates various defined contribution retirement benefit plans. During the year ended 31 December 2025, the Group recorded €2.3 million (2024: €2.2 million) of expense in connection with these plans.

 

9.  Non-Current Assets Held for Resale and Discontinued Operations

 

In 2025, the Group's Board of Directors decided to downsize the property used in our Australian manufacturing operations. As at 31 December 2025, the property owned by Mincon Rockdrills Australia PTY, amounting to €4.9 million, was in the process of being sold to a third party, hence, was reclassified to Non-current assets held for resale. This balance pertains to land and building (Note 13).  The said sale was completed on 31 January 2026 for a total consideration of AUD$13 million (€7.4 million) (Note 28).

 

In 2024, the Group's Board of Directors made the decision to cease trading of its subsidiary Mincon Carbide in Sheffield, UK. All contracts with customers in Mincon Carbide were fulfilled and all inventory and portion of the property and equipment have been sold. As at 31 December 2024, few employees were still employed to execute outstanding administrative activities. The Group assessed that Mincon Carbide has ceased to be used and thus represents a discontinued operation as at the reporting period.

 

As at 31 December 2024, the property, plant and equipment owned by Mincon Carbide, amounting to €751,000, was in the process of being sold to a third party, hence, was reclassified to Non-current assets held for resale. This balance is made up of land and buildings of €740,000 and plant & equipment of €11,000 (Note 13). Apart from the property, plant and equipment, no other major classes of assets and liabilities of Mincon Carbide were classified as held for sale. The said sale on 17 January 2025 was completed for a total consideration of
£1.8 million (€2.2 million). Gain on sale of property, plant and equipment amounting to €1.4 million was recognised in the 2025 consolidated statement of income. 

 

Cashflows generated by Mincon Carbide for the year ended 31 December 2025 and 2024 are as follows:

 

 

	2025	2024
	€'000	€'000
Operating activities	(585)	137
Investing activities	713	241
Financing activities	(23)	(699)
Opening cash balance	344	665
Cash flows from discontinued operations	449	344

 

10.  Statutory and other required disclosures

 

Operating profit is stated after charging the following amounts:	2025	2024
	€'000	€'000
Directors' remuneration
Fees	275	235
Wages and salaries	552	426
Retirement benefit contributions	58	60
Total Directors' remuneration	885	721

 

Auditor's remuneration	2025 €'000	2024 €'000
Auditor's remuneration - Fees payable to lead audit firm
Audit of the Group financial statements	213	195
Audit of the Company financial statements	15	10
Other assurance services	15	15
	243	220
Auditor's remuneration - Fees payable to other firms in lead audit firm's network
Audit services	7	44
Other assurance services	-	-
Tax advisory services	-	2
Total auditor's remuneration	7	46

 

11.  Income tax

 

Tax recognised in income statement:

	2025	2024
Current tax expense	€'000	€'000
Current year	2,101	1,950
Adjustment for prior years	-	51
Total current tax expense	2,101	2,001
Deferred tax expense
Origination and reversal of temporary differences	35	(447)
Total deferred tax expense	35	(447)
Total income tax expense (1)	2,136	1,554

(1) Total income tax expense in 2025 & 2024 includes income tax from discontinued operations.

 

A reconciliation of the expected income tax expense is computed by applying the standard Irish tax rate to the profit before tax and the reconciliation to the actual income tax expense is as follows:

 

	2025	2024
	€'000	€'000
Profit before tax	7,656	3,320
Irish standard tax rate (12.5%)	12.5%	12.5%
Taxes at the Irish standard rate	957	415
Foreign income at rates other than the Irish standard rate	178	226
Losses created/utilised	(35)	40
Capital gains tax	463	-
Other	573	873
Total income tax expense (1)	2,136	1,554

(1) Total income tax expense in 2025 & 2024 includes income tax from discontinued operations.

 

 

 

 

 

 

11.  Income tax (continued)

 

The Group's net deferred taxation asset was as follows:

	2025	2024
	€'000	€'000
Deferred taxation assets:
Reserves, provisions and tax credits	1,707	2,008
Tax losses and unrealised FX gains	842	539
Total deferred taxation asset	2,549	2,547
Deferred taxation liabilities:
Property, plant and equipment	(1,572)	(1,535)
Total deferred taxation liabilities	(1,572)	(1,535)
Net deferred taxation asset	977	1,012

 

The movement in temporary differences during the year were as follows:

 

 

	Balance	Recognised in	Balance
	1 January	Profit or Loss	31 December
1 January 2024 - 31 December 2024	€'000	€'000	€'000
Deferred taxation assets:
Reserves, provisions and tax credits	2,012	(5)	2,007
Tax losses	652	(112)	540
Total deferred taxation asset	2,664	(117)	2,547
Deferred taxation liabilities:
Property, plant and equipment	(2,099)	564	(1,535)
Total deferred taxation liabilities	(2,099)	564	(1,535)
Net deferred taxation asset	565	447	1,012

 

 

 

	Balance	Recognised in	Balance
	1 January	Profit or Loss	31 December
1 January 2025 - 31 December 2025	€'000	€'000	€'000
Deferred taxation assets:
Reserves, provisions and tax credits	2,008	(301)	1,707
Tax losses	539	303	842
Total deferred taxation asset	2,547	2	2,549
Deferred taxation liabilities:
Property, plant and equipment	(1,535)	(37)	(1,572)
Total deferred taxation liabilities	(1,535)	(37)	(1,572)
Net deferred taxation asset	1,012	(35)	977

 

Deferred taxation assets have not been recognised in respect of the following items:

	2025	2024
	€'000	€'000
Tax losses	3,794	3,829
Total	3,794	3,829

 

 

 

 

 

 

12.  Intangible assets and goodwill

	Internally generated intangible asset	Goodwill	Acquired intellectual property	Total
	€'000	€'000	€'000	€'000
Balance at 1 January 2024	6,665	32,050	1,910	40,625
Acquired intellectual property	-	-	394	394
Amortisation of intellectual property	-	-	(277)	(277)
Amortisation of product development	(485)	-	-	(485)
Translation differences	-	(283)	125	(158)
Balance at 31 December 2024	6,180	31,767	2,152	40,099
Acquired intellectual property	-	-	485	485
Amortisation of intellectual property	-	-	(354)	(354)
Amortisation of product development	(485)	-	-	(485)
Translation differences	-	(577)	(715)	(1,292)
Balance at 31 December 2025	5,695	31,190	1,568	38,453

 

 

Goodwill relates to the acquisition of the below companies, being the dates that the Group obtained control of these business:

·   The remaining 60% of DDS-SA Pty Limited in November 2009

·   The 60% acquisition of Omina Supplies in August 2014

·   The 65% acquisition of Rotacan in August 2014

·   The acquisition of ABC products in August 2014

·   The acquisition of Ozmine in January 2015

·   The acquisition of Mincon Chile in March 2015

·   The acquisition of Mincon Tanzania in March 2015

·   The acquisition of Premier in November 2016

·   The acquisition of Rockdrill Engineering in November 2016

·   The acquisition of PPV in April 2017

·   The acquisition of Viqing July 2017

·   The acquisition of Driconeq in March 2018

·   The acquisition of Pacific Bit of Canada in January 2019

·   The acquisition of Lehti Group in January 2020

·   The acquisition of Rocdrill in May 2020

·   The acquisition of Attakroc in June 2021

·   The acquisition of Spartan Drilling Tools in January 2022

 

 

The Group accounts for acquisitions using the purchase accounting method as outlined in IFRS 3 Business Combinations.

 

The recoverable amount of goodwill has been assessed based on estimates of fair value less costs of disposal (FVLCD). The FVLCD valuation is calculated on the basis of a discounted cash flow ("DCF") model. The most significant assumptions within the DCF are weighted average cost of capital ("WACC"), tax rates and terminal value assumptions. Goodwill impairment testing did not indicate any impairment during any of the periods being reported. Four sensitivities are applied as part of the analysis considering the effects of changes in:

 

     1) the WACC,

     2) the EBITDA margin,

     3) the long-term growth rate and

     4) the level of terminal value capital expenditure.

 

 

The sensitivities calculate downside scenarios to assess potential indications of impairments due to changes in key assumptions. The results from the sensitivity analysis did not suggest that goodwill would be impaired when those sensitivities were applied.

 

 

12.  Intangible assets and goodwill (continued)

 

The carrying amount of the CGU was determined to be lower than its fair value less costs of disposal by €8.4 million (2024: €9.0 million), giving management headroom and comfort in the above stated impairment assessment.

 

The key assumptions used in the estimation of the fair value less cost calculation were as follows:

	2025		2024
WACC	12.33%		13.55%
EBITDA margin	15.89%		17.96%
Long term growth rate	2.22%		2.35%
Terminal value capital expenditure	€5.5 million		€7.2 million

 

The WACC calculation considers market data and data from comparable public companies. Peer group data was especially considered for the beta factor and assumed financing structure (gearing level). The analysis resulted in a discount rate range of 11.5% to 13.3% (2024: 12.5% to 14.6%). This results in a midpoint WACC being used of 12.43% (2024: 13.55%).

 

The Long term growth rate of 2.22% (2024: 2.35%) applied is based on a weighted average of the long term inflation rates of the countries in which Mincon generates revenues and earnings.

 

The budgeted EBITDA was based on expectations of future outcomes, taking account for past experience, adjusted for anticipated revenue growth as detailed in managements approved Budget. No EBITDA margin effect is assumed in the terminal value i.e. the budgeted EBITDA margin of 15.9% for 2028 (2024: 18% for 2027) is assumed in the Terminal Value calculation used to arrive at the FVLCD.

 

Terminal value capital expenditure assumes no balance sheet growth is assumed in the terminal value, capital expenditure is assumed to equal depreciation of €5.5 million (2024: €7.2 million).

 

The following table shows the amount by which the two assumptions below would need to change to individually for the estimated recoverable amount to be equal to the carrying amount.

 

	2025	2024
WACC	13.35%	14.16%
Long term growth rate	1.19%	1.12%

 

 

 

 

 

13.  Property, plant and equipment

	Land &	Plant &	ROU
	Buildings	Equipment	Assets	Total
	€'000	€'000	€'000	€'000
Cost:
At 1 January 2024	21,644	68,123	11,596	101,363
Additions	73	3,536	3,182	6,791
Transfer of Non-Current Assets Held for Re-Sale (Note 9)	(844)	(25)	-	(869)
Disposals and derecognition of ROU assets	-	(5,332)	(192)	(5,524)
Foreign exchange differences	136	783	74	993
At 31 December 2024	21,009	67,085	14,660	102,754
Additions	207	2,795	2,698	5,700
Transfer of Non-Current Assets Held for Re-Sale (Note 9)	(5,481)	-	-	(5,481)
Disposals and derecognition of ROU assets	-	(3,960)	(1,360)	(5,320)
Foreign exchange differences	(884)	(2,770)	(496)	(4,150)
At 31 December 2025	14,851	63,150	15,502	93,503
Accumulated depreciation:
At 1 January 2024	(4,850)	(35,458)	(6,292)	(46,600)
Charged in year	(762)	(5,081)	(2,070)	(7,913)
Transfer of Non-Current Assets Held for Re-Sale (Note 9)	104	14	-	118
Disposals	-	2,994	192	3,186
Foreign exchange differences	(62)	(495)	(43)	(600)
At 31 December 2024	(5,570)	(38,026)	(8,213)	(51,809)
Charged in year	(692)	(4,763)	(2,070)	(7,525)
Transfer of Non-Current Assets Held for Re-Sale (Note 9)	599	-	-	599
Disposals	-	2,738	1,109	3,847
Foreign exchange differences	202	1,793	292	2,287
At 31 December 2025	(5,461)	(38,258)	(8,882)	(52,601)
Carrying amount: 31 December 2025	9,390	24,892	6,620	40,902
Carrying amount: 31 December 2024	15,439	29,059	6,447	50,945
Carrying amount: 1 January 2024	16,794	32,665	5,304	54,763

 

ROU assets includes Property of €5.2 million (2024: €5.5 million) and Plant and Equipment of €1.4m (2024: €967,000).

 

The depreciation charge for property, plant and equipment is recognised in the following line items in the income statement:

 

	2025	2024
	€'000	€'000
Cost of sales	4,780	4,971
Cost of sales ROU assets	427	445
Operating expenses	675	872
Operating expenses ROU asset	1,643	1,625
Total depreciation charge for property, plant and equipment	7,525	7,913

 

 

14.  Inventory and capital equipment

	2025	2024
	€'000	€'000
Finished goods	46,137	44,807
Work-in-progress	10,518	9,309
Raw materials	14,838	13,219
Total inventory	71,493	67,335

 

The Group recorded an impairment of €NIL against inventory to take account of net realisable value during the year ended 31 December 2025 (2024: €NIL). Write-downs are included in cost of sales.

 

 

15.  Trade and other receivables and other current assets

 

a) Trade and other receivables

	2025	2024
	€'000	€'000
Gross receivable	26,770	26,165
Provision for impairment	(1,383)	(1,685)
Net trade and other receivables	25,387	24,480

 

	Provision for impairment
	€'000
Balance at 1 January 2025	(1,685)
Decrease in ECL model	302
Balance at 31 December 2025	(1,383)

 

The following table provides the information about the exposure to credit risk and ECL's for trade receivables as at 31 December 2025.

	Weighted average loss rate %	Gross carrying amount €'000	Loss allowance      €'000
Current (not past due)	2%	18,515	322
1-30 days past due	9%	4,056	347
31-60 days past due	19%	852	159
61 to 90 days	10%	3,084	292
More than 90 days past due	100%	263	263
Net trade and other receivables		26,770	1,383

 

The following table provides the information about the exposure to credit risk and ECL's for trade receivables as at 31 December 2024.

 

	Weighted average loss rate %	Gross carrying amount €'000	Loss allowance €'000
Current (not past due)	2%	16,800	374
1-30 days past due	12%	3,825	459
31-60 days past due	19%	1,793	340
61 to 90 days	11%	3,624	389
More than 90 days past due	100%	123	123
Net trade and other receivables		26,165	1,685

 

 

 

 

 

 

15.  Trade and other receivables and other current assets (continued)

 

b) Prepayments and other current assets

	2025	2024
	€'000	€'000
Plant and machinery prepaid and under commission	6,485	5,736
Prepayments and other current assets	3,877	4,037
Prepayments and other current assets	10,362	9,773

 

 

16. Trade creditors, accruals and other liabilities

	2025	2024
	€'000	€'000
Trade creditors	10,826	9,170
Total creditors and other payables	10,826	9,170

 

 

	2025	2024
	€'000	€'000
VAT	164	351
Social security costs	975	1,299
Other accruals and liabilities	8,632	6,445
Total accruals and other liabilities	9,771	8,095

 

 

17.  Capital management

 

The Group's policy is to have a strong capital base in order to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital, as well as the level of dividends to ordinary shareholders.

 

The Board of Directors seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowing and the advantages and security afforded by a sound capital position.

 

The Group monitors capital using a ratio of 'net debt' to equity. Net debt is calculated as total liabilities less cash and cash equivalents (as shown in the statement of financial position).

 

	2025	2024
	€'000	€'000
Total liabilities	(57,063)	(59,127)
Less: cash and cash equivalents	11,650	15,027
Net debt	(45,413)	(44,100)
Total equity	149,090	152,315
Net debt to equity ratio	0.30	0.29

 

 

 

 

 

18.  Loans and borrowings

		2025	2024
	Maturity	€'000	€'000
Bank loans	2026-2034	26,072	29,802
Lease Liabilities	2026-2030	7,461	7,881
Total loans and borrowings		33,533	37,683
Current		14,946	13,913
Non-current.		18,587	23,770

 

The Group has a number of bank loans and lease liabilities with a mixture of variable and fixed interest rates. The Group has not been in default on any of these debt agreements during any of the periods presented. The loans are secured against the assets for which they have been drawn down for.

 

The Group has been in compliance with all debt agreements during the periods presented.

 

Interest rates on current borrowings are at an average rate of 5.58% (2024: 5.51%).

 

During 2025, the Group availed of the option to enter into overdraft facilities and to draw down loans of €4.8 million (2024: €2.2 million), comprising of: €4.0 million (2024: €1.5 million) in loans and €800,000 (2024: €650,000) in overdraft facilities.

 

Reconciliation of movements of liabilities to cash flows arising from financing activities

 

 

	Balance at 1 January 2025	Cash movements	Non-cash movements	Foreign exchange differences	Balance at 31 December 2025
	€'000	€'000	€'000	€'000	€'000
Loans and borrowings	29,802	(3,155)	-	(575)	26,072
Lease liabilities	7,881	(2,927)	2,752	(245)	7,461
Total	37,683	(6,082)	2,752	(820)	33,533

 

 

 

	Balance at 1 January 2024	Cash movements	Non-cash movements	Foreign exchange differences	Balance at 31 December 2024
	€'000	€'000	€'000	€'000	€'000
Loans and borrowings	32,486	(2,826)	-	142	29,802
Lease liabilities	7,626	(3,026)	3,219	62	7,881
Total	40,112	(5,852)	3,219	204	37,683

 

	2025 Interest rate range	2025 Effective interest rate
Bank loans	1% - 13%	5.20%
Lease Liabilities	1% - 17%	6.02%

 

	2024 Interest rate range	2024 Effective interest rate
Bank loans	1% - 16%	5.30%
Lease Liabilities	1% - 17%	5.81%

 

 

 

 

 

 

19.  Share capital and reserves

At 31 December 2025
Authorised Share Capital	Number	€000
Ordinary Shares of €0.01 each	500,000,000	5,000

 

Allotted, called-up and fully paid up shares	Number	€000
Ordinary Shares of €0.01 each	212,472,413	2,125

 

	2025	2024
Opening Share Capital	212,472,413	212,472,413
Share Awards vested during year	-	-
Authorised Share Capital	212,472,413	212,472,413

 

Share issuances

On 26 November 2013, Mincon Group plc was admitted to trading on the Euronext Growth and the Alternative Investment Market (AIM) of the London Stock Exchange.

 

Voting rights

The holders of Ordinary Shares have the right to receive notice of and attend and vote at all general meetings of the Company and they are entitled, on a poll or a show of hands, to one vote for every Ordinary Share they hold. Votes at general meetings may be given either personally or by proxy. Subject to the Companies Act and any special rights or restrictions as to voting attached to any shares, on a show of hands every member who (being an individual) is present in person and every proxy and every member (being a corporation) who is present by a representative duly authorised, shall have one vote, so, however, that no individual shall have more than one vote for every share carrying voting rights and on a poll every member present in person or by proxy shall have one vote for every share of which he is the holder.

 

Dividends

In June 2025, Mincon Group plc paid a final dividend for 2024 of €0.0105 (1.05 cent) per ordinary share (€2.2 million).

 

In December 2025, Mincon Group plc paid an interim dividend in the amount of €0.0105 (1.05 cent) per ordinary share (€2.2 million total payment), which was paid to shareholders on the register at the close of business on 14 November 2024.

 

The Directors recommend the payment of a final dividend of €0.0105 (1.05 cent) per share for the year ended 31 December 2025 (31 December 2024: 1.05 cent per share).

 

Share premium and other reserves

As part of a Group reorganisation of the Company, Mincon Group plc, became the ultimate parent entity of the Group. On 30 August 2013, the Company acquired 100% of the issued share capital in Smithstown Holdings and acquired (directly or indirectly) the shareholdings previously held by Smithstown Holdings in each of its subsidiaries, thereby creating a merger reserve.  

20.  Earnings per share

 

Basic earnings per share (EPS) is computed by dividing the profit for the period available to ordinary shareholders by the weighted average number of Ordinary Shares outstanding during the period. Diluted earnings per share is computed by dividing the profit for the period by the weighted average number of Ordinary Shares outstanding and, when dilutive, adjusted for the effect of all potentially dilutive shares. The following table sets forth the computation for basic and diluted net profit per share for the years ended 31 December:

 

 

 

 

 

20.  Earnings per share (continued)

	2025	2024
Numerator (amounts in €'000):
Profit attributable to owners of the Parent	5,520	1,766
Denominator (Number): Basic shares outstanding Restricted share awards Diluted weighted average shares outstanding
	212,472,413	212,472,413
	7,110,000	3,640,000
	219,582,414	216,112,414
Earnings per Ordinary Share
Basic earnings per share, € Diluted earnings per share, €	2.60              2.51	0.83 0.82

 

Earnings per Ordinary Share	2025	2025	2025
	Continued Operations	Discontinued Operation	Total
Profit attributable to owners of the Parent	4,804	716	5,520
Basic earnings per share, €	2.26	0.34	2.60
Diluted earnings per share, €	2.19	0.33	2.51

 

 

Earnings per Ordinary Share	2024	2024	2024
	Continued Operations	Discontinued Operation	Total
Profit attributable to owners of the Parent	3,392	(1,626)	1,766
Basic earnings per share, €	1.60	(0.77)	0.83
Diluted earnings per share, €	1.57	(0.75)	0.82

 

21.  Share-based payment

 

The vesting conditions of the scheme state that the minimum growth in EPS shall be CPI plus 5% per annum, compounded annually, over the relevant three accounting years up to the share award of 100% of the participants

basic salary. Where awards have been granted to a participant in excess of 100% of their basic salary, the performance condition for the element that is in excess of 100% of basic salary is that the minimum growth in EPS shall be CPI plus 10% per annum, compounded annually, over the three accounting years.

Reconciliation of outstanding share awards	Number of Awards in thousands 2025	Number of Awards in thousands 2024
Outstanding on 1 January	780	830
Forfeited during the year	(780)	(50)
Exercised during the year	-	-
Granted during the year	-	-
Outstanding at 31 December	-	780

 

Reconciliation of outstanding share options	Number of Options in thousands 2025	Number of Options in thousands 2024
Outstanding on 1 January	2,860	-
Forfeited during the year	(110)	-
Exercised during the year	-	-
Granted during the year	4,360	2,860
Outstanding at 31 December	7,110	2,860

 

21.  Share-based payment  (continued)

LTIP Scheme	Conditional Award at Grant Date
Conditional Option Invitation date	April 2024
Year of Potential vesting	2027/2031
Share price at grant date	€0.52
Exercise price per share/share options	€0.52
Expected Volatility	40.67%
Expected life	7 years
Risk free rate	2.29%
Expected dividend yield	3.32%
Fair value at grant date	€0.16
Valuation model	Black & Scholes Model

 

LTIP Scheme	Conditional Award at Grant Date
Conditional Option Invitation date	May 2025
Year of Potential vesting	2028/2032
Share price at grant date	€0.37
Exercise price per share/share options	€0.42
Expected Volatility	41.15%
Expected life	7 years
Risk free rate	2.20%
Expected dividend yield	4.9%
Fair value at grant date	€0.09
Valuation model	Black & Scholes Model

 

The expected volatility was based on the standard deviation of the Company's historical price returns (weekly observations) over a period corresponding to the expected life of the options.

 

22.  Financial risk management

 

The Group is exposed to various financial risks arising in the normal course of business. Its financial risk exposures are predominantly related to changes in foreign currency exchange rates and interest rates, as well as the creditworthiness of our counterparties.

 

The Company's Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework. The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. The Group, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

 

The Group audit committee oversees how management monitors compliance with the Group's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group.

 

a) Liquidity and capital

The Group defines liquid resources as the total of its cash, cash equivalents and short-term deposits. Capital is defined as the Group's shareholders' equity and borrowings.

 

 

 

 

 

22.  Financial risk management (continued)   a)   Liquidity and capital (continued)   The Group's objectives when managing its liquid resources are: ·      To maintain adequate liquid resources to fund its ongoing operations and safeguard its ability to continue as a going concern, so that it can continue to create value for investors; ·      To have available the necessary financial resources to allow it to invest in areas that may create value for shareholders; and ·      To maintain sufficient financial resources to mitigate against risks and unforeseen events.

 

Liquid and capital resources are monitored on the basis of the total amount of such resources available and the Group's anticipated requirements for the foreseeable future. The Group's liquid resources and shareholders' equity as at 31 December 2025 and 31 December 2024 were as follows:

 

	2025	2024
	€'000	€'000
Cash and cash equivalents	11,650	15,027
Loans and borrowings	33,533	37,683
Shareholders' equity	149,090	152,315

 

The Group frequently assess its liquidity requirements, together with this requirement and the rate return of long-term Euro deposits, the Group has decided to keep all cash readily available that is accessible within a month or less. Cash at bank earns interest at floating rates based on daily bank deposits. The fair value of cash and cash equivalents equals the carrying amount.

 

Cash and cash equivalents are held by major Irish, European, United States, Canadian and Australian institutions with credit rating of A3 or better. The Company deposits cash with individual institutions to avoid concentration of risk with any one counterparty. The Group has also engaged the services of a depository to ensure the security of the cash assets.

 

Risk of counterparty default arising on cash and cash equivalents and derivative financial instruments is controlled by dealing with high-quality institutions and by policy, limiting the amount of credit exposure to any one bank or institution.

 

At year-end, the Group's total cash and cash equivalents were held in the following jurisdictions:

 

	31 December	31 December
	2025	2024
	€'000	€'000
Ireland	942	666
Americas	1,538	4,471
Australasia	688	1,098
Europe, Middle East, Africa	8,482	8,792
Total cash, cash equivalents and short-term deposits	11,650	15,027

 

There are currently no restrictions that would have a material adverse impact on the Group in relation to the intercompany transfer of cash held by its foreign subsidiaries. The Group continually evaluates its liquidity requirements, capital needs and availability of resources in view of, among other things, alternative uses of capital, the cost of debt and equity capital and estimated future operating cash flow.

 

In the normal course of business, the Group may investigate, evaluate, discuss and engage in future company or product acquisitions, capital expenditures, investments and other business opportunities. In the event of any future acquisitions, capital expenditures, investments or other business opportunities, the Group may consider using available cash or raising additional capital, including the issuance of additional debt. The maturity of the contractual undiscounted cash flows (including estimated future interest payments on debt) of the Group's financial liabilities as at 31 December were as follows:

 

 

 

 

 

22.  Financial risk management (continued)

 

a)   Liquidity and capital (continued)

	Total  Current Value of	Total Undiscounted contractual		Less than			More than
	Cash Flows	Cash Flows		1 Year	1-3 Years	3-5 Years	5 Years
	€'000	€'000		€'000	€'000	€'000	€'000
At 31 December 2024:
Deferred consideration	1,641	1,670		680	495	495	-
Loans and borrowings	29,802	30,357		11,295	13,358	4,950	754
Lease liabilities	7,881	8,039		2,617	2,998	1,825	599
Trade and other payables	9,170	9,170		9,170	-	-	-
Accrued and other financial liabilities	8,095	8,095		8,095	-	-	-
Total at 31 December 2024	56,589	57,331		31,857	16,851	7,270	1,353
At 31 December 2025:
Deferred consideration	846	859		423	436	-	-
Loans and borrowings	26,072	26,470		12,760	9,124	4,373	213
Lease liabilities	7,461	7,620		2,186	3,331	1,870	233
Trade and other payables	10,826	10,826		10,826	-	-	-
Accrued and other financial liabilities	9,599	9,599		9,599	-	-	-
Total at 31 December 2025	54,804	55,374		35,794	12,891	6,243	446

 

b)   Foreign currency risk

 

The Group is a multinational business operating in a number of countries and the Euro is the presentation currency. The Group, however, does have revenues, costs, assets and liabilities denominated in currencies other than Euro.

 

Transactions in foreign currencies are recorded at the exchange rate prevailing at the date of the transaction. The resulting monetary assets and liabilities are translated into the appropriate functional currency at exchange rates prevailing at the reporting date and the resulting gains and losses are recognised in the income statement. The Group manages some of its transaction exposure by matching cash inflows and outflows of the same currencies. The Group does not engage in hedging transactions and therefore any movements in the primary transactional currencies will impact profitability. The Group continues to monitor the appropriateness of this policy.

 

Foreign currency denominated financial assets and liabilities which expose the Group to currency risk are disclosed below. The amounts shown are those reported to key management translated into Euro at the closing rate:

 

	Short-term exposure			Long-term exposure
	USD	SEK	ZAR		USD	SEK	ZAR
	€'000	€'000	€'000		€'000	€'000	€'000
At 31 December 2025:
Financial assets	33,691	11,826	8,455		-	-	-
Financial liabilities	(3,347)	(2,027)	(1,332)		(1,735)	(523)	(1,237)
Total Exposure	30,344	9,799	7,123		(1,735)	(523)	(1,237)
At 31 December 2024:
Financial assets	28,004	11,370	10,196		-	-	-
Financial liabilities	(3,054)	(1,880)	(1,119)		(2,645)	(642)	(333)
Total Exposure	24,950	9,490	9,077		(2,645)	(642)	(333)

 

The following table illustrates the sensitivity of profit and equity in relating to the Group's financial assets and financial liabilities and the USD/EUR exchange rate, SEK/EUR exchange rate and ZAR/EUR exchange rate 'all other things being equal'.

 

 

 

 

22.  Financial risk management (continued)

 

       b) Foreign currency risk (continued)

 

It assumes a +/- 6% change of the EUR/USD exchange rate for the year ended as at 31 December 2025 (2024: 3%).

 

A +/- 3% change is considered for the EUR/SEK exchange rate (2024: 1%).

 

It assumes a +/- 1% change of the EUR/ZAR exchange rate for the year ended as at 31 December 2025 (2024: 2%).

 

Both of these percentages have been determined based on the average market volatility in exchange rates in the previous twelve months.

 

	Profit for the year			Equity
	USD	SEK	ZAR		USD	SEK	ZAR
	€'000	€'000	€'000		€'000	€'000	€'000
31 December 2025	(54)	63	(5)		922	2,834	101
31 December 2024	(34)	19	12		566	243	210

 

	Profit for the year			Equity
	USD	SEK	ZAR		USD	SEK	ZAR
	€'000	€'000	€'000		€'000	€'000	€'000
31 December 2025	60	20	5		(1,039)	1,443	(103)
31 December 2024	36	(19)	(12)		(601)	(248)	(219)

 

 

The Group has material subsidiaries with a functional currency other than the Euro, such as US dollar, Australian dollar, South African rand, and Swedish krona. Changes in the exchange rate year on year between the reporting currencies of these operations and the Euro, have an impact on the Group's consolidated reported result.

 

The Group's worldwide presence creates currency volatility, as reported in the Group's results, when compared year on year. During 2025, the currencies that the Group trades with were volatile due to local economic performances and geopolitical issues. As a result, all major currencies that we trade in weakened against the Euro in 2025.

 

In 2025, 56% (2024: 57%) of Mincon's revenue €149 million (2024: €146 million) was generated in AUD, SEK and USD. The majority of the Group's manufacturing base has a Euro, US dollar or Swedish Krona cost base. While management makes every effort to reduce the impact of this currency volatility, it is impossible to eliminate or significantly reduce given the fact that the highest grades of our key raw materials are either not available or not denominated in these markets and currencies. Additionally, the ability to increase prices for our products in these jurisdictions is limited by the current market factors. 

 

The Group is also exposed to foreign currency risk on its liquid resources (cash) as shown in the table below.

 

	2025		2024
Currency	Amount in Local currency '000	Euro (€) equivalent '000	Local currency amount '000	Euro(€) equivalent €'000
US Dollar	USD2,700	2,300	USD3,300	3,200
Swedish Krona	SEK18,200	1,700	SEK32,600	2,800
Canadian Dollar	CAD44	28	CAD2,900	1,900
South African Rand	ZAR15,000	775	ZAR18,300	934

 

 

 

 

 

22.  Financial risk management (continued)

 

       b) Foreign currency risk (continued)

 

The Euro exchange rates used by the Group in 2025 and 2024 are as follows:

 

	2025		2024
Euro exchange rates	Closing	Average	Closing	Average
US Dollar	1.17	1.13	1.10	1.08
Australian Dollar	1.76	1.75	1.62	1.63
South African Rand	19.46	20.18	20.18	19.94
Swedish Krona	10.81	11.06	11.13	11.47

 

c)   Credit risk

 

Credit risk is the risk that the possibility that the Group's customers may experience financial difficulty and be unable to meet their obligations. The Group monitors its collection experience on a monthly basis and ensures that a stringent policy is adopted to provide for all past due amounts. The majority of the Group's customers are third party distributors and end users of drilling tools and equipment.

 

Credit risk management

The credit risk is managed on a group basis based on the Group's credit risk management policies and procedures.

 

The credit risk in respect of cash balances held with banks and deposits with banks are managed via diversification of bank deposits, and are only with major reputable financial institutions.

 

The Group continuously monitors the credit quality of customers. Where available, external credit ratings and/or reports on customers are obtained and used. The credit terms range between 30 and 90 days. The credit terms for customers as negotiated with customers are subject to an internal approval. The ongoing credit risk is managed through regular review of ageing analysis.

 

Trade receivables consist of a large number of customers in various industries and geographical areas.

 

The Group applies the IFRS 9 simplified model of recognising lifetime expected credit losses for all trade receivables as these items do not have a significant financing component.

 

In measuring the expected credit losses, the trade receivables have been assessed on a collective basis as they possess shared credit risk characteristics. They have been grouped based on the days past due and also according to the geographical location of customers.

 

Trade receivables are written off (i.e. derecognised) when there is no reasonable expectation of recovery. Failure to make payments within 180 days from the invoice date and failure to engage with the Group on alternative payment arrangement amongst other is considered indicators of no reasonable expectation of recovery.

The closing balance of the trade receivables loss allowance as at 31 December 2025 reconciles with the trade receivables loss allowance opening balance as follows:

 

 

	Trade receivables
	€'000
Opening loss allowance as at 1 January 2024	1,513
Loss allowance recognised during the year	172
Loss allowance as at 31 December 2024	1,685
Loss allowance recovery during the year	(302)
Loss allowance as at 31 December 2025	1,383

 

 

 

 

 

22.  Financial risk management (continued)

 

c)   Credit risk (continued)

 

Expected credit loss assessment

The Group allocates each exposure to a credit risk grade based on data that is determined to be predictive of the risk of loss and applying experienced credit judgement. Credit risk grades are defined using quantitative factors that are indicative of the risk of default and are aligned to past experiences. Loss rates are based on accrual credit loss experience over the past five years.(Note 15)

 

The maximum exposure to credit risk for trade and other receivables at 31 December 2025 and 31 December 2024 by geographic region was as follows:

 

	2025	2024
	€'000	€'000
Americas	11,186	8,617
Australasia	1,579	1,957
Europe, Middle East, Africa	12,622	13,906
Total amounts owed	25,387	24,480

 

d)   Interest rate risk

 

Interest Rate Risk on financial liabilities Interest rates gradually declined from central banks in regions where we conduct most of our business, primarily because inflation cooled and employment data signalled risk. Nevertheless, lenders provided only limited interest rate relief in 2025. Mincon Group's credit cost fell mainly due to reduced lending activity, rather than a significant decrease in our effective lending rate compared to 2024   Interest Rate Risk on cash and cash equivalents Our exposure to interest rate risk on cash and cash equivalents is actively monitored and managed, the rate risk on cash and cash equivalents is not considered material to the Group

 

e)   Fair values

 

Fair value is the amount at which a financial instrument could be exchanged in an arms-length transaction between informed and willing parties, other than in a forced or liquidation sale. The contractual amounts payable less impairment provision of trade receivables, trade payables and other accrued liabilities approximate to their fair values.

 

Financial assets and financial liabilities measured at fair value in the consolidated statement of financial position are grouped into three levels of a fair value hierarchy. The three levels are defined based on the observability of significant inputs to the measurement, as follows:

 

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

• Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset

  or liability, either directly or indirectly

• Level 3: unobservable inputs for the asset or liability.

 

Mincon Group plc only apply level 3 for fair value, using the detail displayed above (Note 3).

 

Deferred consideration

The movements in respect of the deferred consideration value in the year to 31 December 2025 are as follows:

	Level 3
	€'000
Balance at 1 January 2025	1,641
Arising on acquisition	-
Cash payment	(680)
Foreign currency translation adjustment	(120)
Unwinding of discount on deferred consideration	5
Balance at 31 December 2025	846

 

Deferred consideration includes multiple deferred payments for prior acquisitions over a fixed period of time.

23.  Subsidiary undertakings

 

At 31 December 2025, the Group had the following subsidiary undertakings:

 

Company & Principal Activity	Group Share %*	Registered Office & Country of Incorporation
Mincon International Limited	100%	Smithstown, Shannon, Co. Clare, Ireland
Manufacturer of rock drilling equipment
Mincon Rockdrills PTY Ltd	100%	8 Fargo Way, Welshpool, WA 6106, Australia
Manufacturer of rock drilling equipment
1676427 Ontario Inc. (Operating as Mincon Canada)	100%	400B Kirkpatrick Street, North Bay, Ontario, P1B 8G5, Canada
Manufacturer of rock drilling equipment
Mincon Carbide Ltd	100%	Windsor St, Sheffield S4 7WB, United Kingdom
Dormant Company Note 9
Mincon Inc.	100%	109 Norfolk Ave SW,Suite 3, Roanoke, VA 24011, USA
Sales company
Mincon Sweden AB	100%	Industrivagen 2-4, 61202 Finspang, Sweden
Sales company
Mincon Nordic OY	100%	Menotie 1, 33470 YLÖJÄRVI, Pirkanmaa Finland.
Sales company
Mincon Holdings Southern Africa (Pty)	100%	Cnr. Harriet Ave. & James Bright Ave. Driehoek, Gauteng, RSA
Sales company
Mincon Australia Pty Ltd	100%	2/57 Alexandra Street, North Rockhampton, Queensland, 4701 Australia
Sales company
Mincon West Africa SL	100%	Calle Adolfo Alonso Fernández, s/n, Parcela P-16,  Zona Franca de Gran Canaria, Puerto de la Luz, Código Postal 35008, Las Palmas de Gran Canaria, Spain
Sales company
Mincon Poland	100%	ul.Mickiewicza 32, 32-050 Skawina, Poland
Dormant company
Mincon Canada - Western Service Centre (previously Pacific Bit of Canada)	100%	3568-191 Street, Unit 101, Surrey BC, V3Z 0P6, Canada
Sales company

 

23.  Subsidiary undertakings (continued)
Company & Principal Activity	Group Share %*	Registered Office & Country of Incorporation
Mincon Rockdrills Ghana Limited	100%	C1, Alfesco Estate, Okpoi Gonno, Accra, Ghana. GZ-190-5540
Dormant company
Mincon S.A.C.	100%	Calle La Arboleda 151, Dpto 201, La Planicie, La Molina, Peru
Sales company
Ozmine International Pty Limited	100%	Gidgegannup, WA 6083, Australia
* Liquidated 2025
Mincon Chile	100%	Américo Vespucio 1385, Módulo 31 Quilicura, Santiago, Chile
Sales company
Mincon Namibia Pty Ltd	100%	Unit 402, 4th Floor, Frans Indongo Gardens, Dr FA Indongo Street, Windhoek, Naminia
Sales company
Mincon Mining Equipment Inc	100%	808 Nelson Street, Suite 1008, Vancouver, BC V6Z 2H2
Sales company
Mincon Exports USA Inc.	100%	109 Norfolk Ave SW,Suite 3, Roanoke, VA 24011, USA
Group finance company
Mincon International Shannon	100%	Smithstown, Shannon, Co. Clare, Ireland
Dormant company
Smithstown Holdings	100%	Smithstown, Shannon, Co. Clare, Ireland
Holding company
Mincon Canada Drilling Products Inc.	100%	400 Kirkpatrick St, North Bay, ON P1B 8655
Holding company
MGP Investments Limited Holding Company	100%	Smithstown, Shannon, Co. Clare, Ireland
Lotusglade Limited	100%	Smithstown, Shannon, Co. Clare, Ireland
Holding company
Floralglade Company	100%	Smithstown, Shannon, Co. Clare, Ireland
Holding company
Spartan Drilling Tools   Manufacturing facility               23.  Subsidiary undertakings (continued)	100%	1882 US HWY 6 & 50 Fruita, CO 81521, USA
Company & Principal Activity	Group Share %*	Registered Office & Country of Incorporation
Castle Heat Treatment Limited	100%	Smithstown, Shannon, Co. Clare, Ireland
Holding company
Mincon Microcare Limited	100%	Smithstown, Shannon, Co. Clare, Ireland
Holding company
Driconeq AB	100%	Svetsarevägen 4, 686 33, Sunne, Sweden
Holding company
Driconeq Production AB	100%	Svetsarevägen 4, 686 33, Sunne, Sweden
Manufacturing facility
Driconeq Fastighet AB	100%	Svetsarevägen 4, 686 33, Sunne, Sweden
Property holding company
Mincon South Africa	100%	Cnr of Harriet and James Bright Avenue, Driehoek. Germiston 1400, RSA
Manufacturing facility
Driconeq Australia Holdings Pty Ltd	100%	Welshpool, WA 6106, Australia
Holding company
Driconeq Australia Pty Ltd	100%	Welshpool, WA 6106, Australia
Manufacturing facility
Mincon Drill String AB	100%	Svetsarevägen 4, 686 33, Sunne, Sweden
Holding company
EURL Roc Drill   Sales company	100%	3 Rue Charles Rolland, 29650 Guerlesquin, France
Attakroc Inc   Sales company	100%	6330-300, Zéphirin-Paquet, Quebec, QC G2C 0M2
Mincon Quebec   Holding company	100%	3000-1 Place Ville-Marie, Montreal, Quebec, H3B 4N8
Mincon Norway   Sales company	100%	Jeksleveien 55, 2016 Frogner Norway   *Incorporated in 2025
*All shares held are ordinary shares.

 

24.  Leases

 

A.   Leases as Lessees (IFRS 16) 

 

The Group leases property, plant and equipment across its global operations.

 

The Group has elected to apply the practical expedient allowed under IFRS 16 for short-term leases by class of underlying asset to which the right of use relates. A class of underlying asset is a grouping of underlying assets of a similar nature and use in an entity's operations. The class of underlying assets this applies to short term leases of office equipment.

 

Information about leases for which the Group is a lessee is presented below.

 

 

i)          Right-of-use assets                                                                                                                                 

		31 December 2024
		€'000
Balance at 1 January 2024		5,304
Depreciation charge for the year		(2,070)
Additions to right of use assets		3,182
Disposal of right of use asset		(192)
Foreign exchange difference		223
Balance at 31 December 2024		6,447
	31 December 2025
	€'000
Balance at 1 January 2025	6,447
Depreciation charge for the year	(2,070)
Additions to right of use assets	2,698
Disposal of right of use asset	(251)
Foreign exchange difference	(203)
Balance at 31 December 2025	6,621

 

 

 

ii)          Amounts recognised in income statement.

	2025	2024
	€'000	€'000
Interest on lease liabilities	381	445
Expenses related to short term leases	9	4
Leases under IFRS 16	390	449

 

 

 

iii)         Amounts recognised in statement of cash flows

	2025	2024
	€'000	€'000
Total cash outflow for leases	2,927	3,058
Total cash outflow of leases	2,927	3,058

 

 

 

 

 

24.  Leases (continued)

 

A.   Leases as Lessees (IFRS 16) (continued)

 

iv)         Extension options

 

Some property leases contain extension options exercisable by the Group. The Group assesses at lease commencement date whether it is reasonably certain to exercise the extension options. The Group is reasonably certain it will not incur future lease liabilities beyond what is currently calculated.

 

The following table sets out a maturity analysis of lease liabilities, showing the undiscounted lease payments to be paid after the reporting date.

 

		31 December 2025
		€'000
Less than one year		1,913
One to two years		3,082
Two to five years		1,814
More than 5 years		216
Total		7,025

 

		31 December 2024
		€'000
Less than one year		2,010
One to two years		2,530
Two to five years		1,763
More than 5 years		580
Total		6,883

 

 

B.   Leases as Lessor (IFRS 16)

 

i)          Financing Lease

 

The Group subleased a properties that had been recognised as a right of use asset in Finland and Australia. The Group recognised income interest in the year in relation to this totalling €NIL (2024: €10,000).

 

The Group manages the risk to retain the right to the assets as they have a right to inspect the property, the right to enforce the contractual arrangement with the lessee and the right to perform maintenance.

 

 

 

ii)          Operating leases

                                                                                                                        

The group leases company owned property out to tenants in the USA under various agreements. The group recognises these leases as operating leases from a lessor perspective due to the fact they do not transfer substantially all of the risks and rewards incidental to the ownership of the assets. 

 

Rental income recognised by the Group during 2025 was €55,000 (2024: €133,000).

 

 

 

 

 

24.  Leases (continued)

 

B.   Leases as Lessor (IFRS 16)

 

ii)          Operating leases (continued)

 

 

The following table sets out a maturity analysis of lease receivable, showing the undiscounted lease payments to be received after the reporting date.

 

		31 December 2025
		€'000
Less than one year		34
One to two years		35
Two to three years		36
Total		105

 

		31 December 2024
		€'000
Less than one year		32
One to two years		68
Two to three years		36
Total		136

 

25.  Commitments

 

The following capital commitments for the purchase of property, plant and equipment had been authorised by the Directors as at 31 December:

 

	31 December	31 December
	2025	2024
	€'000	€'000
Contracted for	542		2,017
Not-contracted for	-		-
Total	542		2,017

 

 

26.  Litigation

 

The Group is not involved in legal proceedings that could have a material adverse effect on its results or financial position.

 

 

27.  Related parties

 

As at 31 December 2025, the share capital of Mincon Group plc was 56.32% owned by Kingbell Company which is ultimately controlled the Purcell family. Joesph Purcell is also a Director of the Company.

 

In June 2025, the Group paid a final dividend for 2024 of €0.0105 to all shareholders. The total dividend paid to Kingbell Company was €1,256,477.

 

In December 2025, the Group paid an interim dividend for 2025 of €0.0105 to all shareholders. The total dividend paid to Kingbell Company was €1,256,477 (December 2024: €1,256,477).

 

The Group has a related party relationship with its subsidiary undertakings (Note 23) for a list of these undertakings, Directors and officers. All transactions with subsidiaries eliminate on consolidation and are not disclosed.

 

 

 

27.  Related parties (continued)

 

Transactions with Directors

The Group is owed €Nil from Directors and shareholders at 31 December 2025 and 2024. The Group has amounts owing to Directors of €Nil as at 31 December 2025 and 2024.

 

Key management compensation

The profit before tax from continuing operations has been arrived at after charging the following key management compensation:

	2025	2024
	€'000	€'000
Short-term employee benefits	917	1,430
Bonus and other emoluments	203	16
Post-employment contributions	84	128
Social security costs	79	101
Share-based payment charged in the year	12	26
Total	1,295	1,701

 

The key management compensation amounts disclosed above represent compensation to those people having the authority and responsibility for planning, directing and controlling the activities of the Group, which comprises the Board of Directors and executive management (nine in total at year end). Amounts included above are time weighted for the period of the individual's employment.

 

28.  Events after the reporting date

 

The Board of Mincon Group plc is recommending the payment of a final dividend for the year ended 31 December 2025 in the amount of €0.0105 (1.05 cent) per ordinary share, which will be subject to approval at the Annual General Meeting of the Company in April 2026. Subject to Shareholder approval at the Company's annual general meeting, the final dividend will be paid on 12 June 2026 to Shareholders on the register at the close of business on 22 May 2026.

 

At 31 December 2025, the property, plant and equipment owned by Mincon Rockdrills Australia PTY was in the process of being sold to a third party. The sale was completed on 31 January 2026 for a total consideration of AUD$13 million (€7.4 million).

 

29.  Approval of financial statements

 

The Board of Directors approved the consolidated financial statements on 10 March 2026.