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A POWERFUL
CHOICE FOR
BETTER LIVING
ANNUAL REPORT &
ACCOUNTS 2025
FOR THE YEAR ENDED 31 MARCH 2025
NORCROS PLC ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW
Group Highlights
02
Group at a Glance
04
Why Invest in Norcros
10
Our Strategic Framework
12
Driven by What Matters
14
Powerful Choices, Brought to Life
16
Chairman’s Statement
18
STRATEGIC REPORT
Business Model
22
Our Marketplace
24
Our Strategy
28
Strategy in Action
31
Our Approach to Sustainability
36
Chief Executive Officer’s Review
40
Key Performance Indicators
44
Business Review: UK & Ireland
46
Business Review: South Africa
49
Chief Financial Officer’s Review
52
Chief People Officer’s Review
56
Task Force on Climate-Related Financial
Disclosures
62
SECR Statement
76
Principal Risks and Uncertainties
78
Stakeholder Engagement
90
Non-financial and Sustainability
Information Statement
96
CORPORATE GOVERNANCE
Board of Directors
100
Governance at a Glance
102
Chair’s Introduction
104
Governance Key Highlights
106
Corporate Governance Report
108
Audit and Risk Committee Report
112
Nomination Committee Report
118
Remuneration Committee Report
122
Directors’ Remuneration Policy Report
125
Annual Report on Remuneration
136
Directors’ Report
148
Statement of Directors’ Responsibilities
151
FINANCIAL STATEMENTS
Independent Auditor’s Report
154
Consolidated Income Statement
165
Consolidated Statement of
Comprehensive Income
165
Consolidated Balance Sheet
166
Consolidated Cash Flow Statement
167
Consolidated Statement of
Changes in Equity
168
Notes to the Group Accounts
169
Parent Company Balance Sheet
206
Parent Company Statement of
Changes in Equity
207
Notes to the Parent Company Accounts
208
Sustainability at Norcros
Sustainability is a core pillar of our strategy and a key driver of
long-term value creation. This year, we are proud to publish our first
standalone Sustainability Report, bringing together the full breadth
of our ESG work and showcasing progress across our businesses. The
report also introduces our new Sustainable Products Framework,
highlighting how we are embedding sustainability into product design
and development across the Group.
Our ambition is clear: to be renowned for sustainability across our
markets. This report marks an important step in telling that story.
Care
1
Courage
Connection
Common Sense
2
3
4
THOMAS WILLCOCKS
CEO
Welcome from our CEO
I am pleased to present the Annual
Report and Accounts for 2025. Norcros
has delivered another strong set of results,
underpinned by disciplined strategic execution.
We continue to leverage the strength of our
differentiated and decentralised model and scale
to collaborate and drive sustainable growth across the
Group in what remain attractive and fragmented markets.
Our journey
Through organic growth and targeted portfolio development,
we’ve become the UK and Ireland’s number one bathroom
products group. With an evolved strategy, renewed investment
in innovation, and a deep commitment to our people and
the communities that we live and work in, we’re focused on
delivering the next phase of Norcros, together.
READ OUR FIRST
SUSTAINABILITY REPORT
ON OUR WEBSITE
A POWERFUL CHOICE
FOR BETTER LIVING
Our Purpose
To create products and connections that
offer sustainable choices for better living,
helping nurture the world we love and share
Our Keys (values)
At Norcros, we live our purpose by starting from a place of doing
good, bravely challenging the status quo, and working together with a
disciplined, collective focus. Our Keys are the foundations of how we work
at Norcros. They guide the decisions we make, the way we collaborate,
and the culture we are building across the Group.
Together, they add up to #BeSomeone: a commitment to valuing every
individual and creating an inclusive, growth-focused environment where
everyone can thrive, contribute and make a positive difference.
READ OUR PURPOSE AND KEYS ON PAGES 14 AND 15
OVERVIEW
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025 NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
01
WELCOME TO THE
NORCROS ANNUAL
REPORT 2025
OVERVIEW
Sustainability highlights
This year, we reduced our market-based Scope
1 and 2 carbon emissions by 22% from our 2023
baseline, putting us well on track for our 2028 target.
We also launched our Sustainable Products
Framework, developed in collaboration with our
brands to guide product innovation and support our
customers in lowering their environmental impact.
Other key milestones include Triton Showers
receiving a King’s Award for Enterprise for
Sustainable Development and the EcoVadis Silver
accreditation, and the publication of our first
standalone Sustainability Report. We also made
strong progress on the people agenda, launching
our #BeSomeone campaign and completing our
first Group-wide Great Place to Work
®
survey,
helping shape future priorities. We are proud of this
year’s progress – and even more focused on the
work ahead.
Regional highlights
Circa 8%
1
Norcros UK
& Ireland
market share
Circa 7%
Norcros
South Africa
market share
UK & Ireland
We are the number one bathroom products business in
the UK and Ireland.
Our UK and Ireland business delivered a record performance
driven by new product launches, collaboration and
outstanding customer service. Underlying operating profit
increased by £1.4m to £39.8m.
We are well-placed to continue growing market share and
winning new customers in our target market segments by
leveraging our strong new product development pipeline,
scale-based collaboration and superior customer service.
1 Source: BRG (bathrooms) and AMA (wall coverings). Reported market share
decreased from 15% in the prior year given our exit from Johnson Tiles UK and
the inclusion of bathroom furniture and sanitaryware market segments.
South Africa
We are South Africa’s second largest bathroom products
business.
Our South African business delivered a resilient performance
in a challenging macroeconomic environment. As a result
of these conditions, underlying operating profit reduced by
£1.4m to £3.4m.
We have a solid well-invested business that remains in
a strong competitive position and is well-placed to gain
market share in its respective markets as conditions
gradually improve.
Financial highlights
UK LIKE FOR LIKE
1
ORGANIC
REVENUE GROWTH
1.1%
2024: 1.4%
UNDERLYING
2
OPERATING MARGIN
11.7%
2024: 11.0%
OPERATING CASH CONVERSION
84%
2024: 123%
ROCE
17.3%
2024: 16.4%
PROGRESS AGAINST
OUR SCIENCE-BASED
CARBON TARGET
22%
REDUCTION IN SCOPE 1 &
2 EMISSIONS FROM 2023
BASE YEAR
3
1 Like for like after adjusting for the sale of Johnson
Tiles UK in May 2024 and the closure of Norcros
Adhesives in June 2023
2 Alternative performance measure as defined in
note 8 to the financial statements
3 Target is 33.6% reduction by 2028
Momentum on strategic
execution delivering share
gains and margin growth
We set out our updated growth strategy
and medium-term targets at our Capital
Markets Day in May 2024.
As a team, we are pleased with the ongoing
progress, including the following highlights:
• Portfolio development – sale of Johnson Tiles
UK in May 2024 strengthens portfolio; strategic
review of Johnson Tiles SA well progressed
• Organic growth – first complete bathroom
range launched, increased cross-selling and
market-leading customer service
• Operational excellence – benefits of scale
and collaboration; Group freight strategy and
distribution efficiencies (UK warehouse footprint
reduced from 26 to 15 sites)
• ESG – Sustainable Products Framework
developed; good progress against SBTi targets;
launched our Group Purpose and Keys
Our strong balance sheet is able to support further
market share growth both organically and
through acquisitions.
We expect to make further progress against our
medium-term targets in the year ahead.
UK operating margins exceed
15% for the first time with
further progress expected.
At Norcros we believe anyone can be
someone; we see it as neither unique
nor rare. In our business we are all
someone.
READ OUR SUSTAINABILITY REPORT
ON OUR WEBSITE
OVERVIEWOVERVIEW
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
02
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
03
GROUP HIGHLIGHTS
10%
7%
20%
13%
5%
6%
3%
6%
15%
S
o
u
t
h
A
f
r
i
c
a
U
K
15%
£256m
UK &
Ireland
£112m
South
Africa
£40m
UK &
Ireland
£3m
South
Africa
South Africa
UK & Ireland
OUR
DIVERSIFIED
PORTFOLIO
IS A GREAT
PLATFORM
FOR GROWTH
We have developed a balanced portfolio of
bathroom and kitchen products brands.
Seventy percent of Group revenue is delivered from the UK and Ireland
with the balance in South Africa. Our regional footprint gives our brands
and product ranges a variety of routes to market. The regional balance
also helps to manage the cyclical nature of regional economies.
We have developed our Group by acquiring and growing great brands.
We operate as a Group of autonomous brands that manage
complementary, product-based businesses. In our core markets in the UK
and Ireland, our brands cover most product categories in the bathrooms
market in addition to kitchen taps and sinks. In South Africa, we are a
vertically integrated designer, manufacturer, supplier and retailer of tiles,
adhesives and other bathroom products.
Each brand is driven by product and sector specialists. This specialism is
crucial and helps us to differentiate.
We collaborate across our brands to drive scale-based growth and
efficiency. We have put in place growth accelerators in cross-selling,
key account management, new product development and marketing
that facilitate collaboration and knowledge sharing across the Group to
drive growth. We regularly collaborate across the Group where we can
use our collective scale to drive efficiency, lower costs and improve our
customer service.
Our brands are orientated towards the more resilient mid-premium price
point where we deliver high-quality, fashionable products through trade,
retail and online channels.
Our diversified portfolio is a great platform for growth.
Our brands
Our segmentation
Revenue split by brand
Revenue split by UK &
Ireland and SA
Underlying operating profit
split by UK & Ireland and SA
OVERVIEWOVERVIEW
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
04
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
05
GROUP AT A GLANCE
As the UK and Ireland’s No. 1 bathroom products group,
our brands cover most categories in the bathroom and
kitchen market, with opportunity for growth.
Wall coverings
A modern alternative to tiles.
Looks like tile, performs like
a panel. Now also available
outside of the bathroom with
Naturepanel
Bathroom tiles
Top-quality tiles for flooring and walls,
supported by expert advice
Accessories
Toilet seats, cabinets,
mirrors and more.
Patented easy-fit systems
for simple installation
Brassware (kitchen)
Beautifully designed taps and accessories in a
range of styles and finishes. WRAS-approved
steaming hot water taps under the Pronteau
brand by Abode
Kitchen tiles
Top-quality tiles for flooring and walls,
supported by expert advice
Plumbing materials
A wide range of plumbing
materials and fittings for
professional and DIY use
Tile and building adhesives
Quality tiling installation
material such as screeds,
grouts and adhesives and the
necessary tools. Made in South
Africa and perfect for the local
climatic conditions
Showers
Sustainable
electric showers,
mixer showers
and shower
accessories
Enclosures and trays
Expertly crafted shower screens, doors and
trays in a range of finishes. Bespoke design
service for made-to-measure enclosures
The complementary nature of our portfolio provides
opportunities for cross-Group product ranges. For example,
for specific ranges, we match finish colours across products so
customers can purchase a matching VADO or Triton shower with
a MERLYN shower enclosure.
The complementary portfolio also provides opportunities to
bundle products together in product displays and for specific
customer projects. For example, we often bring together wall
panels, showers and shower enclosures from our different brands
into a single trade display; this drives demand for the collection
rather than just an individual product.
As we continue to develop our Group, there are opportunities
to develop our position in bathroom furniture and sanitaryware.
Given the large and fragmented nature of the bathroom products
market, this could be through organic or acquisitive growth.
Brassware (bathroom)
Beautifully designed taps and
accessories in a range of styles
and finishes
OVERVIEWOVERVIEW
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
06
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
07
GROUP AT A GLANCE
OUR CURRENT PRODUCT OFFERING
NORCROS
TOMORROW
GROWTH
PLAN
THE
OPPORTUNITY
NORCROS
TO DAY
01 0302 04
POSITIONING: STRONG CUSTOMER RELATIONSHIPS
(with NA & Johnson Tiles)
Norcros Today
Trade and specification
Independent, specialist
and online
DIY retail
Export
Cultivating strong, long-term relationships with blue-chip customers is key to our success
64%
12%
12%
11%
1% of UK revenues to other channels
NORCROS PLC CAPITAL MARKETS DAY 14
Breadth and depth of customer relationships provides opportunities for growth.
UK and Ireland
We have broad routes to market across trade, retail and online channels and a significant export business, and a strong
customer list with over 1,000 blue chip customers and with many long-term relationships. Norcros brands are often selected
because of strong product design, quality and customer service.
South Africa
In South Africa, we go to market through similar channels, in addition to directly to consumers through our Tile Africa retail and
House of Plumbing specialist plumbing supply businesses.
Trade and specification
60%
Independent, specialist and online
16%
13%
Export
NORCROS
TOMORROW
GROWTH
PLAN
THE
OPPORTUNITY
NORCROS
TO DAY
01 0302 04
POSITIONING: STRONG CUSTOMER RELATIONSHIPS
(with NA & Johnson Tiles)
Norcros Today
Trade and specification
Independent, specialist
and online
DIY retail
Export
Cultivating strong, long-term relationships with blue-chip customers is key to our success
64%
12%
12%
11%
1% of UK revenues to other channels
NORCROS PLC CAPITAL MARKETS DAY 14
9%
DIY retail
Retail and trade
Commercial, including Supply & Fit
Export
* 2% in other categories
OVERVIEWOVERVIEW
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
08
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
09
GROUP AT A GLANCE
OUR DIVERSIFIED CUSTOMER BASE
WE ARE READY
FOR OUR NEXT
PHASE OF GROWTH
Track record of portfolio
development and
organic growth
Market-leading
brands
Diversified products
and channels
Differentiated by design
and customer service
We are the UK and Ireland’s No. 1 bathroom products group with leading
brands, in a large, fragmented market.
• Design-led, sustainable product
development
• Leading positions in UK &
Ireland and South Africa
Significant opportunity to accelerate organic and
portfolio development growth and quality of earnings
Large and
fragmented market
Growth in
sustainable
products markets
Opportunities to
drive efficiency and
share gains
01
Market-leading brands
03
Resilient model
02
Benefits of scale
04
Proven track record
• Leading positions and
investments in customer service
drive organic growth
• Scale and collaboration across
the Group enable growth and
operational excellence
• Diversified portfolio enables
resilience through the cycle
• Mid-premium positioning
reduces exposure to cost of
living pressures
• Successful portfolio development
track record
• Revenue and profit growth with
excellent cash performance
• Disciplined capital allocation
• Progressive dividend policy
OVERVIEWOVERVIEW
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
10
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
11
WHY INVEST IN NORCROS
Care
1
Courage
Connection
Common Sense
2
3
4
People Product Planet
By fostering a supportive,
empowering culture,
we invest in our people,
enabling each person
to grow, thrive, and
“Be Someone” who
makes a difference.
We design and develop
innovative and sustainable
products that enhance our
customers’ lives and allow
them to make sustainable
choices.
Reducing water and
energy usage in our
products and operations
helps us nurture the world
we love and share.
Everyone at Norcros has a
voice, and we continue to
build and develop a team with
a variety of backgrounds,
skills and views. We want to
be the employer of choice in
the kitchens, bedrooms and
bathrooms (KBB) sector.
Our in-house design teams
and product engineers create
high-quality, design-led and
sustainable products. We have
developed a new Sustainable
Products Framework to allow
us to measure our progress.
We never compromise
on safety, and we expect
our supply chain to meet
our standards.
We continuously engage with
and invest in the communities in
which we work. We are working
towards delivering our Net Zero
Transition Plan and reducing
our carbon emissions across all
scopes, which involves reducing
our impact upstream with our
supply chain and downstream
with our customers and
end consumers.
81%
ARE PROUD TO WORK
FOR THE NORCROS
GROUP
23%
REVENUE FROM
PRODUCTS LAUNCHED
IN LAST THREE YEARS
22%
REDUCTION IN SCOPE 1+2
CARBON EMISSIONS
SINCE BASE YEAR 2023
To create
products and
connections that
offer sustainable
choices for
better living
Having a clear purpose and using it
as a guiding principle to the way we
operate supports the direction we
choose to take, inspires our strategy
and how we deliver against it.
Our Keys (values) guide how we engage
and interact with others
Our Culture – Summarised
At Norcros, we trust our people to lead with care, act with
courage, build connections, and use their common sense —
building an inclusive, growth-focused culture where everyone
can be someone.
READ MORE ON PAGES 14 AND 15
READ MORE ON PAGES 37 TO 39
We are driven by...
What Matters
Which fosters...
Our Culture
And supports our dedication...
to excel in three key areas
OVERVIEW
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
12
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
13
OVERVIEW
OUR STRATEGIC FRAMEWORK
HOW IT ALL
CONNECTS
“A Powerful Choice for Better Living”
At Norcros, we believe in making a
meaningful impact – on the lives of our
customers and the communities where we
live and work, the strength of our business,
and the future of our planet. That’s why we
are proud to introduce a renewed focus that
unites our Group.
Our purpose is more than just words; it’s the foundation of how we
operate and grow. It reflects our commitment to innovation, sustainability
and excellence, ensuring that every decision we make contributes to
a better future. From the way we develop our products to the way we
engage with our partners, we are driven by what truly matters – delivering
value with purpose, responsibility and impact.
Our Keys (values)
At Norcros, we live our purpose by starting from a place of doing good, bravely
challenging the status quo, and working together with a disciplined, collective
focus. This forms the basis for the Norcros Keys, a guiding framework we use
every day to make decisions as we engage and interact with others.
What it means for
our end consumers
You can trust Norcros to
deliver beautiful, sustainable
products that improve
your everyday life — offering
you better choices for a
better future.
A
powerful
choice
for better
living
What it means for
our stakeholders
We deliver sustainable,
strategic, market-leading
growth — creating
value today while building
resilience and opportunity
for tomorrow.
1
Care
This means having a heart for people and the world we share, so that our words and actions are a force for good. By
striving to do what is right, not necessarily what is convenient, we can truly be catalysts for positive change.
Having COURAGE will help us do this consistently.
+
2
Courage
A desire to grow and challenge the status quo drives our imagination, but courage is what turns ideas into action. Be
tenacious in the face of setbacks and embrace the idea that if it’s to be, it’s up to me. We ask questions, listen and
take the initiative while staying true to what is right, even when it’s unpopular or difficult.
This builds the trust needed for CONNECTION.
+
3
Connection
Connecting across teams, businesses, and communities harnesses individual strengths. We welcome diverse
perspectives to create something greater than the sum of our parts.
Connection requires honesty, openness and a commitment to giving everyone a voice, including those who may be
quieter or more cautious.
COMMON SENSE protects us from overstepping the mark.
+
4
Common Sense
Common sense means we stop and think: “Have I applied the first three keys in order, and is this the right thing to do?”
In all our decisions and actions, we pledge to uphold the law, moral principles and agreed protocols. In light of the first
three keys, we will challenge ourselves to reduce red tape, simplify regulations, and question and develop the way we do
things every day.
OUR PURPOSE:
To create products and
connections that offer
sustainable choices for
better living, helping
nurture the world we
love and share
“At Norcros, we are all ‘Someone’ #BeSomeone”
OVERVIEWOVERVIEW
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
14
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
15
NORCROS: DRIVEN BY
WHAT MATTERS
NORCROS: DRIVEN BY
WHAT MATTERS
Wall coverings that work better – for you and the planet
In bathrooms, the default wall covering has been tiles for a very long time, but the market is
shifting. At Norcros, we’re investing in that shift.
Wall panels, particularly those produced by our brands
Multipanel and Naturepanel, offer a sustainable,
high-performance alternative to traditional tiling.
These products are easier to install and maintain, use
fewer raw materials, and produce significantly less
waste. The result is better outcomes for customers and
for the planet.
Compared to tiles, wall panels have a far smaller
environmental footprint. Tile manufacturing is
carbon- and energy-intensive, involving high-heat kilns
and multiple processing steps. Panels, by contrast, are
made from timber-based substrates and decorative
foils. They are lighter, have less embodied carbon and
are produced with a fraction of the energy. Many
of our panels are also recyclable and FSC-certified,
helping to preserve natural resources.
This sustainability story is gaining traction with our
customers. Multipanel’s products are now featured
in a growing number of large-scale RMI and new
build projects, as developers and consumers seek
solutions that align with their environmental goals
and budget constraints.
And it’s not just the products – it’s the innovation
behind them. In 2024, we launched Naturepanel,
a new brand within our Grant Westfield portfolio,
designed to appeal to a broader customer base with
premium panel designs that mimic natural materials.
We’ve also invested in a Tile Effect range, combining
the aesthetic of traditional tiling with the lower-
environmental impact of panel solutions.
These innovations support our purpose: to help
people make better choices. Choices that are cost-
effective, lower-carbon, easier to use, and ultimately
more sustainable.
CASE STUDY
The real cost of a shower
For those of us privileged enough to have access to
a hot shower every day, how often do you stop and
think about the resources it takes to actually have
that shower? The water, the energy used to heat the
water, the resulting carbon footprint, the money
spent. A shower might feel like a small daily act, but
the impact can be large.
As the team at Triton has shown, the resources used can vary
dramatically. A few powerful facts:
• Cutting your shower time by just one minute can reduce
cost, water use and carbon emissions by an average
of 13%.
• Switching from a mixer tap (fed by hot water from a gas
combi-boiler) to an electric shower can reduce water use
and carbon emissions by up to 60%.
• Using hot water from an Air Source Heat Pump instead of
a gas combi-boiler can cut emissions by up to 66%.
• Adding a waste water heat recovery system can reduce
costs by 20% and emissions by roughly 50%.
• Combine all of the above, and you could see a 59%
reduction in cost, 55% less water used and 93% fewer
carbon emissions.
At Norcros, our purpose is to create products that enable
people to make powerful choices. That’s why Triton’s ENVi®
shower contains an integrated usage calculator that tracks
how much water and energy each shower uses, and estimates
a cost per shower based on this information. It’s also why we’re
investing in the development of a cost-effective waste water
heat recovery system for electric showers – more to come on
this later.
Allowing people to see their usage helps them make informed
decisions about the amount of time they spend in the shower,
helping each of us to reduce our impact, both in our wallets,
and on the planet. Choices matter.
CASE STUDY
REDUCING SHOWER TIME BY 1 MINUTE CAN
REDUCE RESOURCES USED BY
13%
SWITCHING TO AN ELECTRIC SHOWER CAN
SAVE WATER AND CARBON BY UP TO
60%
A few key changes to your daily routine
can make a large impact
We make choices every day – about what to buy, how to live and how
to care for the world around us. Our purpose is to make those choices
easier and more impactful. From designing products that help reduce
cost and carbon, to investing in innovation that supports long-term
sustainability, these real-world examples show how our purpose is
brought to life through practical, powerful decisions.
NATUREPANEL IS
FSC certified
And 100% recyclable
OVERVIEWOVERVIEW
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
16
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
17
POWERFUL CHOICES,
BROUGHT TO LIFE
Introduction
I am pleased to present my second annual
statement as Chair of Norcros. Looking back at
the robust performance delivered over the last
year, I continue to be impressed by the strength
of our differentiated businesses, the energy and
professionalism of our teams, and the strategic
progress the Group is making as it builds on its
position as the number one bathroom products
business in our core UK and Ireland regions.
Progress in a challenging
environment
The Group has delivered results in line with
expectations and continued progress on our
pathway to delivering the medium-term targets
published at the start of the year. I am particularly
pleased that we have continued to strengthen
the business and take market share despite
the ongoing macroeconomic challenges in our
operating markets.
Norcros has an impressive record of consistently
delivering through-cycle market share growth,
leveraging both our organic growth and M&A
expertise to good effect, with a focus on building
a stable of strong, attractive brands aimed at the
more resilient mid-premium market segments. As a
consequence, we are less cyclical than most other
businesses listed in the building product category.
Delivering against our
strategic objectives
At our Capital Markets Event in 2024, we set out
clear medium-term ambitions for the Group, and
we are pleased with the progress delivered against
those targets. We have acted to strengthen the
capital-light composition of our portfolio, driving
meaningful progress in operating margins and
return on capital employed in our core UK and
Ireland markets. This included the sale of Johnson
Tiles UK, which was completed in May 2024. In
addition, our strategic review of Johnson Tiles
South Africa is nearing completion.
We continue to invest in organic growth driven
by new product development, cross-selling,
and exceptional service levels. This has been
supported by operational improvements
across the Group, including the consolidation
and modernisation of key warehousing and
distribution facilities in the UK and Ireland.
The UK, Ireland and European bathrooms market remains
fragmented, presenting attractive opportunities to augment
our organic growth through further consolidation of our core
and adjacent market segments. This remains an important
element of our strategic plans with a number of opportunities
at various stages of development in our pipeline.
The Board remains confident in the growth opportunities
available to the Group.
ESG: integral to how we grow
Sustainability continues to play a central role in our
business strategy and long-term success. I am pleased to
report that the Group has continued to make progress on
its ESG agenda this year, and this is
making an increasing contribution
to our profitable and responsible
market share growth.
We have published our first
standalone Norcros Sustainability
Report, an important milestone
in our transparency and
accountability journey. This includes
details on our Norcros Sustainable
Products Framework that was
launched in the second half of the
year. We are confident that we
will comfortably deliver our SBTi-
validated science-based carbon
emission targets in the medium-term, as well
as meeting our net zero ambitions by 2040.
As consumer expectations continue to evolve and
regulation tightens, we believe our focus on sustainability
is not only the right thing to do, but a source of long-term
value and differentiation.
Acting responsibly
The Board ensures the highest standards of corporate
governance and integrity across the Group and keeps up
to date on the latest governance standards. The Board’s
regular interaction and communication with Executive
Management means that the Board is well-placed to
challenge, guide and support the Executive team in the
continued delivery of our growth strategy.
The provision of a safe working environment for all
our people and their empowerment is of paramount
importance. The Board also continues to set an appropriate
tone from the top in all diversity and inclusion matters.
Talent, culture and leadership
One of Norcros’ greatest strengths is the quality and depth
of its talent. The leadership teams within each business
continue to demonstrate agility, commitment and ambition.
At a Group level, our senior leadership team brings together
homegrown talent and exceptional external experience in
a way that reflects the best of both continuity and fresh
perspective. I am particularly pleased with the excellent
work completed in the year on our updated Purpose and
Keys (values) culminating in the launch of our #BeSomeone
campaign. This is covered in more detail in the Chief
Executive Officer’s Review. The Board would like to thank
the entire Norcros team for their continued energy and
efforts this year.
Board changes
As previously communicated, in July
2024 we welcomed Rebecca DeNiro
to the Board as an additional Non-
executive Director. Rebecca brings
extensive experience in consumer
brands and is adding a valuable
perspective as we further develop
and refine our operations and go to
market strategy, and the development
of the wider business as a whole.
Dividend
The Board is recommending a final dividend of 6.9p per
share (2024: 6.8p). When combined with the interim
dividend of 3.5p per share, this brings the total dividend
for the year to 10.4p per share, up 2.0% compared to
the prior year and maintaining an appropriate level of
dividend cover.
Outlook
The Group has made important progress this year,
strengthening the business and delivering against its
strategic objectives despite a challenging market backdrop.
Whilst macroeconomic conditions remain uncertain,
Norcros is well-placed to demonstrate its resilience and
continue to grow share in the bathroom products markets.
The Board remains confident in the Group’s prospects
and looks forward to continuing to support and challenge
management in the successful execution of our strategy.
STEVE GOOD
Chairman
11 June 2025
RESILIENT
PERFORMANCE,
WITH CLEAR
PLATFORM FOR
GROWTH
I continue to be impressed
by the strength of our
differentiated businesses,
and the energy and
professionalism of
our teams.
OVERVIEWOVERVIEW
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
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NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
18
CHAIRMAN’S STATEMENT
STRATEGIC REPORT
Business Model
22
Our Marketplace
24
Our Strategy
28
Strategy in Action
31
Our Approach to Sustainability
36
Chief Executive Officer’s Review
40
Key Performance Indicators
44
Business Review: UK & Ireland
46
Business Review: South Africa
49
Chief Financial Officer’s Review
52
Chief People Officer’s Review
56
Task Force on Climate-Related
Financial Disclosures
62
SECR Statement
76
Principal risks and Uncertainties
78
Stakeholder Engagement
90
Non-financial and Sustainability
Information Statement
96
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
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NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
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STRATEGIC REPORTSTRATEGIC REPORT
STRATEGIC
REPORT
Portfolio development
Our in-house corporate development team
manages our portfolio development and
leads transactions and integration. We target
successful, capital-light businesses with strong
management teams and growth plans that
align with our strategy and culture. We deliver
dedicated integration plans that realise growth
synergies and drive benefits of Group scale
.
Growth accelerators
We enable our brands to accelerate growth through
a range of cross-Group resources, processes
and programmes. These include key account
management, cross-selling programmes, new product
development coordination and a Marketing Forum.
Each is focused on collaborating across our Group to
increase sales and brand awareness.
Operating platform
We enable our brands to be more efficient and
effective by collaborating across our Group
on sourcing, warehousing and logistics, and
technology and data. Our model is based on a
culture of continuous improvement, connection
and innovation. As we increase the level of
collaboration, we are able to realise the benefits
of scale.
ESG policy and process
Our business model is underpinned by an
ESG framework that focuses on our people,
sustainable products and our impact on the
planet and communities. We have strong policies,
processes and systems that underpin this
framework that we apply across the Group.
Our individual brands are experts in in-house design, managed sourcing and customer service. They are positioned in
the mid-premium segment of the market and are differentiated from the competition by great design and outstanding
customer service. Our brands benefit from being part of the Norcros Group through our financial support, organic
growth accelerators and scale-based operational efficiencies.
Brand business model
Our people
and culture
READ MORE ON
PAGES 56 TO 61
Portfolio of
market‑leading
brands
READ MORE ON
PAGES 4 TO 7
Positioned
in attractive,
complementary
geographies
READ MORE ON
PAGES 24 TO 27
Positioned towards
resilient RMI and
mid‑premium
segments
READ MORE ON
PAGES 24 TO 27
Strong customer
relationships
READ MORE ON
PAGES 8 AND 9
Deep supply
chain partnerships
READ MORE
IN OUR
SUSTAINABILITY
REPORT
Financial strength
READ MORE ON
PAGES 52 TO 55
In-house product design teams
Our brands specialise in mid-premium, bathroom
and kitchen products. Category expertise,
consumer insights, sustainability considerations
and market knowledge drive product design
and development. Group knowledge sharing
enhances new product development, which
boasts a robust pipeline and impressive,
sustained annual vitality rates.
Technology and I.P.
We develop technologies and intellectual
property that drive our competitive advantage.
Other brands within the Norcros Group benefit
from these inventions within their own product
design and product innovations through our
culture of collaboration.
Sustainable products
Our focus on reducing water and energy
consumption, increasing social impact, and
advancing the circular economy strengthens
our competitive advantage through sustainable
products and a strong ESG focus.
We’re not just making more sustainable products
– we’re building a business model that thrives
on them. By embedding sustainability criteria
into our innovation, we are meeting customer
demand, supporting carbon reduction, and
making sustainability a core competitive
advantage.
GROUP
Deep sourcing
We leverage deep sourcing to thoroughly
understand our suppliers’ operations and
networks. By engaging with suppliers and
sub-suppliers, we ensure a resilient, transparent
and strategically aligned supply chain, proactively
manage risks, maintain high-quality standards
and foster strong supplier relationships.
Quality and reliability
Our commitment to quality and reliability is
unwavering. Our products undergo rigorous
testing to meet stringent quality and safety
standards. We’re proud of our record, with less
than 0.1% of customer products being recalled for
quality issues and 0.0001% for safety concerns.
Our reputation as a reliable supplier is built on
this dedication.
Assurance
We excel in product assurance through meticulous
planning, aligning quality standards with
customer needs and regulatory requirements. In
partnership with our manufacturers, we ensure
consistent quality through robust process controls
and inspections. Our culture of continuous
improvement ensures customers receive reliable,
high-quality products they can trust.
Routes to market
We primarily go to market through B2B channels.
These include trade (merchants), specification
(residential and commercial), retail and online,
where we have many long-term customer
relationships. In South Africa, we have a vertically-
integrated model where, in addition to B2B
channels, we have a retail division direct to end
consumers. We also export products, typically
using local distributors or retailers.
Technical support
Providing exceptional technical support is a priority.
We have dedicated teams for swift, accurate
issue resolution, technical drawings, product
specifications and installation instructions. Support
is available through a variety of channels. Proactive
follow-ups ensure satisfaction, and our feedback
mechanism enhances support quality.
Excellent customer service
We are differentiated by our ability to provide
timely, accurate and quality delivery of our
products. This is enabled by our investment
in stock, warehousing and logistics,
customer communications and dedicated
after-sales support.
Employees
Opportunity to develop
skills and careers in an
inclusive, collaborative and
innovative environment
#BeSomeone
Customers
Exceptional customer
service and long-term
relationships
End consumers
On-trend, design-led
sustainable products that
make great bathroom and
kitchen spaces
Society
Supporting communities
as an employer and
through local development
projects
Environment
Providing innovative
sustainable products with
reduced carbon, energy
and water usage
Supply chain
Long-term trusted
partnerships with multiple
strong routes to market
Shareholders
High quality of earnings
with progressive returns
ESG drives competitive advantage
We acquire and grow capital-light, sustainable and design-led bathroom and kitchen products brands with strong,
complementary and resilient market positions. Our decentralised model ensures that decision making is close to our
customers and supply chain. We are focused on generating cash and reinvesting in our growth, subsequently growing
shareholder returns.
Group business model
Inputs and
key resources
Design
Source
Service
Value we create
for stakeholders
People
Product
Planet
BRANDS
01 02 03
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
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STRATEGIC REPORTSTRATEGIC REPORT
BUSINESS MODEL
Core Addressable
Market
This covers the core product
categories that we serve today in
the UK & Ireland and South Africa.
Total Addressable
Market
This covers a range of
complementary bathroom product
categories that we are not
materially serving today, but where
we have the routes to market to
be successful.
Extended
Addressable Market
This covers a range of geographies
where we are not currently
based, but where we have some
experience of operating in. It also
includes a wider range of adjacent
product categories.
Significant opportunity for organic and portfolio
development growth in large, fragmented markets
We operate in the bathroom and kitchen products markets in
the UK & Ireland and South Africa.
We consider our market in three groups:
Total addressable market
Extended addressable market
UK & Ireland bathroom and
kitchen products:
• c. £2.8bn
1
• Showers, enclosures and trays, brassware,
bathroom furniture, accessories, wall
coverings, kitchen sinks and sanitaryware
South Africa:
• c. £1.6bn
2
• Coverings, adhesives, bathroom
and plumbing
= Core addressable market + c. £1.2bn
1
Total addressable market + >£5bn
3
Additional complementary UK bathroom and
kitchen product categories: lighting, ventilation,
decorative radiators, underfloor heating,
plumbing products
New regions including Gulf region, Nordics, mainland Europe
Core
addressable market
c. £4.4bn
1,2
= c. £5bn – £6bn
= >£10bn
Market in numbers
The diagram shows how our total market is broken down.
1 Source: BRG: Norcros estimates based on
BRG (bathrooms), AMA (wall coverings),
proprietary information and management
estimates
2 Source: Norcros estimates based on
proprietary information and management
estimates
3 Source: BRG country reports in western
Europe and Nordics (reports range from
2019–2020) and Norcros management
estimates for Gulf Region
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
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STRATEGIC REPORT
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
25
STRATEGIC REPORT
OUR MARKETPLACE
Market drivers
UK and Ireland
End markets
Demand for bathroom and kitchen products is split between
repair, maintenance and investment (RMI), residential new
build and commercial (for example, hotels and commercial
buildings).
RMI is the main driver of the bathroom market, accounting
for approximately 80%
1
of demand. Small renovation projects
and replacement purchases are the typical consumer reasons
for RMI demand. This area of the market also includes larger
renovation projects. Given that most of RMI spend is driven
by need, it is somewhat resilient to economic conditions.
New build accounts for approximately 12%
1
of the market.
Demand is driven by the need to fit out bathrooms in new
houses. The bathroom products market (both new build and
RMI) benefits from the trend of having more bathrooms in
the home. New build demand is more cyclical and depends
on the housing market. Recent inflationary pressures and
higher interest rates have seen challenges in this part of
the economy. However, with a growing population, ageing
housing stock and an undersupply of housing, we expect to
see the housing market improve over the medium term. This
market is important and attractive for Norcros as it often
includes larger-scale projects with multiple units.
Commercial RMI and new build accounts for approximately
8%
1
of the market. This is an attractive market to be in
because it involves larger-scale projects (both RMI and new
build). However, it is also typically cyclical in line with the
regional economy.
Norcros’ revenue broadly mirrors the RMI/new build/
commercial split, although with the downturn in housing
starts in the UK market, the RMI market represented
approximately 88% of the Group UK revenue.
RMI/New Build/Commercial Share
1
1 Source: BRG: The European Bathroom & Kitchen Product Markets UK 2025
Quality/price point
The market is typically viewed in three segments: premium,
middle and economy.
The mid-premium segments account for approximately 71%
1
of the market. These segments are typically more resilient to
cost of living pressures as consumers are less price sensitive.
They also offer higher margins for high-quality, sustainable
and in-fashion products.
Norcros is mainly focused on the mid-premium segment.
Market dynamics
The bathroom products market has contracted in the year,
primarily driven by the downturn in residential new build
construction, exacerbated by the negative impact on
residential RMI due to cost of living pressures.
The pace of recovery in the new build sector is still unclear,
however we are starting to see some early evidence of a level
of confidence starting to return. RMI should benefit from
improving consumer sentiment as the economy recovers.
The medium-term outlook remains positive, given the
shortage of houses and consumer demand for quality and
environmentally-friendly products.
The BRG report (released May 2025) indicates that the
bathroom market declined by circa 1.6%
1
by value in the year.
The bathroom products market remains highly fragmented.
Norcros is the largest UK and Ireland group, but there is no
single dominant player across all categories.
Norcros positioning in the UK and Ireland
• Largest bathroom products group in the UK
and Ireland
• Market-leading positions in most bathroom products
categories (but very limited presence in the large
furniture and sanitaryware categories)
• Orientated towards higher margin, more resilient mid-
premium segment
• Indexed broadly in line with long-term end-market split
(RMI circa 80% of market and circa 88% of Norcros
revenue)
• Large target market (circa £2.8bn in current
categories with a further circa £1.2bn in adjacent
product categories)
• Housing stock: growing population, ageing housing
infrastructure, shortage of housing
• ESG and ageing population trends resulting in growth
market for sustainable and adaptive products
• Fragmented by product and channel
Further opportunity to grow share in fragmented markets
South Africa
The market in South Africa is large with a total size of circa
£1.6bn and covers the coverings, adhesives and bathroom
and plumbing segments.
As in the UK, the market is driven by RMI, residential new
build and commercial. In South Africa, there is a shortage of
housing and, whilst construction levels remain lower than
their 2007 peak, we expect to see increases in demand in
residential and commercial new build.
The South African economy has been subject to challenges
in cost of living pressures and energy infrastructure in recent
years and this has continued to impact demand.
The market is more concentrated than the UK with a smaller
number of larger players. In the bathroom and plumbing
segment, the market is regional and more fragmented with
few national players.
Norcros South Africa is one of the market leaders with
a vertically integrated business model covering design,
manufacturing, sourcing and retail. Both Norcros and the
other market leader deploy similar integrated business
models from production to retail to reach all segments
and channels.
80%
RMI
12%
Residential
New Build
8%
Commercial
RMI + New Build
Norcros positioning in South Africa
• One of two national market leaders in tiles,
adhesives and bathroom products
• Integrated model with design, manufacture,
sourcing and retail
• Also go to market through trade routes
• Shortage of housing
• Favourable long-term socio-economic demographics
• Large target market (circa £1.6bn)
• Regional fragmentation in bathroom and
plumbing segment
Further opportunity to take market share
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
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STRATEGIC REPORTSTRATEGIC REPORT
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
27
OUR MARKETPLACE
CONTINUED
ORGANIC
GROWTH
OPERATING
MARGIN
CASH
CONVERSION
ROCE
SCIENCE-BASED
CARBON EMISSION
TARGETS
2–3%
per annum
above market
15%
over medium
term
>90% >20% -33.6%
scope 1+2
-20%
scope 3
Medium-term targets
LINK TO KPIS
1
Total revenue
2
Underlying
operating profit
3
Underlying return on
capital employed
4
Dividend
per share
5
Underlying operating
cash flow
6
Return on sales
LINK TO RISKS
1
Acquisitions
2
Stakeholder and
reporting requirements
3
Staff retention
and recruitment
4
Market
conditions
5
Loss of key
customers
6
Competition
7
Reliance on
production facilities
8
Loss of key supplier
9
Exchange
rate risk
10
Funding and
liquidity risk
11
Pension
scheme risk
12
Cyber
security
Portfolio development Organic growth
Align portfolio to Group strategy and accelerate growth
through selective M&A
Grow ahead of the market by establishing growth
accelerators and energising our entrepreneurial culture
Progress in 2024/25
• Completed carve out of Johnson Tiles UK, including the sale
of a portion of the site
• Strategic review of Johnson Tiles SA ongoing
• Grant Westfield – cross-selling and operational synergies in
attractive coverings segment (taking share from tiles)
• Refresh M&A pipeline against new Group strategy
Progress in 2024/25
• Launched full-bathroom range, Cameo, expanding category
coverage to furniture, sanitaryware, mirrors and lighting
• Cross-selling, including introducing new Norcros brands to
key customers such as Wickes, B&Q and Victorian Plumbing
• New product releases in 2025 included new Naturepanel and
premium Tile Effect wall panels, Safari and HeatRepeat
Priorities for the medium term
• Invest in high-growth segments
• Continue to drive growth in Grant Westfield / panels
(sustainable alternative to tiles)
• Fill category and channel gaps in UK
• New market development
(Europe, Gulf and adaptive living segment)
• Complete strategic review of Johnson Tiles SA
Priorities for the medium term
• Cross-selling programme with top customers
• NPD centre of excellence with focus on
(i) cross-Group range development and
(ii) sustainability and digital innovation
• Driving growth in specification channel with
specific focus on sustainable products
• Marketing centre of excellence and cross-Group forum
READ MORE IN THE CASE STUDY ON PAGE 31 READ MORE IN THE CASE STUDIES ON PAGES 32 AND 33
Link to KPIs
1
2
3
4
5
6
Link to KPIs
1
2
3
4
5
6
Link to risks
1
3
4
6
9
10
11
Link to risks
2
3
4
5
6
7
8
9
10
11
Operational excellence ESG
Deliver leading customer service and maximise the
benefits of our scale
Investing in our people, products and planet to drive our
competitive advantage
Progress in 2024/25
• Group scale advantages, with predictability and cost
benefits
• Ongoing investment in customer service capabilities
• Group freight plan delivering further operational savings
• Warehousing and logistics – moved from 26 to 15
warehouses in the UK
• Self-help measures in challenging markets in South Africa
Progress in 2024/25
• Cumulative 22% reduction in scope 1 and 2 carbon emissions
from 2023 base year, driven by our Net Zero Transition Plan
• Launched the Norcros Sustainable Products Framework and
measured our product portfolio against this standard
• Triton awarded King’s Award for Enterprise for Sustainable
Development
• Launched the Norcros Purpose and Keys and #BeSomeone
• Completed our first Group-wide Great Place to Work survey
• Published the first Norcros Sustainability Report
Priorities for the medium term
• Operations Leadership programme, focused on further
developing the operating platform in the UK
• Further opportunities for consolidated logistics
and warehousing
• Enhance data capabilities to improve operational
effectiveness and customer service
• Focus on efficiency and benefits of scale to ensure
we are well-placed for economic recovery in all regions
Priorities for the medium term
• Continue to deliver against Net Zero Transition Plan
• Drive further investment in sustainable products
• Publish further waves of new “people policies” to
support our people in the moments that matter
• Utilising more eco-fuel for shipping
• Further investment in automation in our manufacturing sites
• Further investment in solar energy across our estate
READ MORE IN THE CASE STUDY ON PAGE 34 READ MORE IN THE CASE STUDY ON PAGE 35
Link to KPIs
1
2
3
4
5
6
Link to KPIs
1
2
3
4
5
6
Link to risks
3
4
5
6
7
8
9
10
11
Link to risks
2
3
4
6
8
A POWERFUL CHOICE FOR BETTER LIVING
STRATEGIC OBJECTIVES
ESG – DRIVING OUR COMPETITIVE ADVANTAGE
Renowned for
design and
sustainability
Portfolio
development
Organic
growth
People – Product – Planet
Operational
excellence
Leading,
digitally-enabled
service
Inclusive and
growth-focused
culture
Scale with
market-leading
returns
STRATEGIC INITIATIVES
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
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STRATEGIC REPORTSTRATEGIC REPORT
OUR STRATEGY
2013
Acquisition
of VADO
Taps, mixer
showers, bathroom
accessories
and valves
2015
Acquisition
of Croydex
High-quality
bathroom
furnishing and
accessories
2017
Acquisition
of MERLYN
Shower
enclosures
and trays
2019
Acquisition
of House of
Plumbing
Supplier of specialist
plumbing materials
2016
Acquisition
of Abode
Kitchen taps, sinks,
bathroom brassware and
showering solutions
2022
Acquisition
of Grant
Westfield
Luxurious and
sustainable
wall panels
2023
Closure
of Norcros
Adhesives
2024
Sale of
Johnson
Tiles UK
Re-aligning the UK Group to fast-growing, sustainable categories
The Norcros strategy is focused on growth in attractive segments with market-leading returns.
Over the last few years, we have re-aligned our UK
business from tiles to wall panels. This has resulted
in higher operating margins, lower carbon emissions
and much stronger growth prospects. The wall panel
segment is attractive. It will grow faster than the core
bathroom market as it will continue to take share from
tiles in the UK and internationally.
Norcros has operated in the UK wall covering market
for more than 45 years through Johnson Tiles (UK)
and Norcros Adhesives. The market is large and has
underlying demand drivers based on the need for
waterproof wall coverings in bathroom settings across
new build, commercial and RMI.
In recent years, we have seen two major challenges.
First, due to global economic supply chain dynamics,
the cost of manufacturing tiles in the UK is no longer
competitive. Second, we have seen the emergence of
panels as an attractive alternative to tiles due to ease
of installation and maintenance, sustainability benefits
as well as significant improvement in product quality.
As a result of these challenges, in addition to other
factors, we have implemented the following actions to
re-align our portfolio:
• Completed the acquisition of Grant Westfield
and the Multipanel brand in 2022, establishing
a position in the wall panel segment with strong
growth prospects and leading operating margins;
• Completed the closure of Norcros Adhesives in
2023, exiting a business that was no longer able
to achieve our expectations for cash flow and
operating margins; and
• Completed the sale of Johnson Tiles UK in 2024,
exiting the tile market in the UK.
Since we have completed the acquisition, we have
supported the growth of Grant Westfield:
• Cross-selling, introducing the Multipanel brand
into a range of Group customers including Wickes,
Topps Tiles and Screwfix
• Investing in the development and rollout of new
ranges including Tile Effect panels and introducing
new brands including Naturepanel
We expect the wall panel segment to grow faster than
other segments because wall panels will continue to
take share from tiles as well as new build and RMI
demand, benefiting from economic recovery.
CASE STUDY
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STRATEGIC REPORTSTRATEGIC REPORT
OUR PORTFOLIO
DEVELOPMENT TIMELINE
STRATEGY IN ACTION:
PORTFOLIO DEVELOPMENT
VADO, Cameo – A complete, matched bathroom, made easy
In March 2024, VADO reached a major milestone with the launch of Cameo; its first fully-
coordinated bathroom collection. Traditionally known for high-quality brassware, we took the
strategic step into delivering complete bathroom solutions, harnessing our in-house engineering
and design expertise to develop furniture and sanitaryware to the same high standards our
customers have come to expect.
Cameo reflects growing consumer demand for
simplified, cohesive bathroom design. Many
customers find the process of designing a bathroom
overwhelming; plumbing constraints, mismatched
finishes, and uncertainty about compatibility often
results in compromises and an underwhelming finish.
With Cameo, we’ve eliminated that complexity by
offering a complete, design-led solution where every
product works in perfect harmony and delivers a
superior bathing experience.
The collection builds on VADO’s trusted expertise in
taps, showers, and accessories, extending a common
design language across sanitaryware and bathroom
furniture. The result is a seamless, fully-integrated
range with matching finishes, thoughtful details and
flexibility to personalise, supported by an intuitive
digital tool that allows customers to visualise and
customise their bathroom vanity, from basin shapes to
handle styles.
Delivered through a major cross-functional effort
across product development, marketing, and supply
chain, the Cameo launch landed successfully and
ahead of schedule. It has already exceeded sales
targets for furniture and sanitaryware by 18%, and
achieved overall range sales of £1.1 million in revenue
within the first 10 months, broadening VADO’s market
footprint into new product categories.
Encouraged by strong customer feedback and high
engagement across all finishes and options, a rarity
in product launches, Cameo reinforces VADO’s move
from a brassware specialist to a complete bathroom
solutions brand. This shift not only meets current
consumer expectations but strategically positions
us to lead in an increasingly design-conscious,
convenience-driven market.
CASE STUDY
Joining forces for new build opportunities
As a Group, we know we can grow organically
by winning more business in the new build
market – and we can do it more effectively
when our brands work together.
By teaming up to offer a package of innovative
products and services, we can make life easier for
housebuilders and homeowners alike.
Our first step is to understand how we can grow our
share of this sector. We need to plan our approach
and strategy carefully. To this end, Triton and MERLYN
have been working closely together to identify new
opportunities where joint Norcros propositions can
add incremental value. The ultimate goal is to increase
the Norcros share of bathroom spend in the residential
new build sector (both private and public), and
become a trusted bathroom partner of choice through
integrated brand offerings.
MERLYN currently has a strong presence in the
new build sector, through established relationships
with major builders such as Barratt Homes. Triton,
however, has a smaller new build market share and
sees a renewed opportunity for electric showers in the
sector due to the UK trend towards electrification and
Government-led initiatives such as the Future Homes
Standards that set future policy recommendations
to support a net zero future. The Future Homes
Standards recommend targets on water usage that will
become stricter over coming years, reducing from 125L
per person per day to as low as 80L. With bathroom
use accounting for circa one-third of household water
consumption, this creates an opportunity for efficient
electric showers to be part of the solution.
The Norcros strategy will focus on three key areas:
simplified customer processes that make us easy to
deal with; innovation in products and services; and
thought leadership to help customers navigate the
complex regulatory landscape.
CASE STUDY
The Cameo collection
has exceeded our
sales targets by 18%,
reaching £1.1m in sales,
and expanded us
into new bathroom
categories.
Future trends and Government-led
initiatives create the opportunity for
efficient electric showers to be part
of the solution.
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STRATEGIC REPORTSTRATEGIC REPORT
STRATEGY IN ACTION:
ORGANIC GROWTH
VADO – One warehouse, multiple benefits
VADO had outgrown its space. As the product range expanded and sales continued to grow,
the business gradually added new warehouses until eventually it was operating out of five
separate warehouses spread across two different sites in Cheddar and Glastonbury, Somerset.
This multi-site setup introduced complexity: significant
stock movement between sites, reliance on outdoor
storage in peak periods, increased manual handling
risks and limited interaction between teams based in
separate buildings.
In line with our strategic objective of operational
excellence, VADO made the decision to consolidate
operations under one roof. After a two-year site
search, a purpose-built facility was secured in nearby
Bridgwater. This move has unlocked a step-change
in efficiency, enabling long-term expansion while
delivering measurable improvements in safety,
connectivity and productivity.
With double the previous storage capacity, the new
warehouse has supported major operational gains.
These include enhanced layout design, safer working
conditions and more efficient stock handling through
new technology such as a warehouse management
system with handheld scanners, automated storage
retrieval systems and wire-guided narrow-aisle forklifts.
The investment has also strengthened cross-functional
connection and collaboration. Bringing customer
service and operations teams together in one location
has improved communication and responsiveness,
enhancing the internal culture and external customer
service.
Following this significant project, VADO is now
contributing valuable insight to the Norcros
Operations Forum. In particular, its learnings on
warehouse automation are helping inform other
Group businesses on future upgrades.
CASE STUDY
A framework for sustainable choices
To help us achieve our aim of becoming a
leader in sustainable home products, we’ve
developed the Norcros Sustainable Products
Framework. With this framework, we can
accurately evaluate and benchmark product
sustainability across our portfolio, ultimately
giving our customers the information they
need to make choices that support their own
sustainability ambitions.
The framework considers all Norcros products in
relation to two categories: those made from sustainable
materials or processes, and those designed to help
people live or work more sustainably. By measuring each
product against detailed criteria within these categories,
we can create a sustainability ranking that informs our
customers’ decision making. In this way, we’re helping
them manage progress towards their net zero targets at
the same time as managing our own.
We see the framework as a big step towards
achieving our strategic objective, to be renowned
for sustainability. It’s an important part of how we’re
managing our impact on the environment by designing
bathroom and kitchen products that minimise the use of
water and energy, while improving people’s lives. As well
as helping us do the right thing, our sustainable product
strategy is accelerating growth in our business and
saving our customers money by using resources more
efficiently.
YOU CAN FIND MORE INFORMATION ON THE
NORCROS SUSTAINABLE PRODUCTS FRAMEWORK
IN OUR SUSTAINABILITY REPORT.
CASE STUDY
We see the framework as a big step
towards achieving our strategic objective,
to be renowned for sustainability.
An example of operational
excellence in action – VADO’s
investment is both transforming
its own operations and
accelerating innovation across
the Group.
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STRATEGIC REPORTSTRATEGIC REPORT
STRATEGY IN ACTION:
ESG
STRATEGY IN ACTION:
OPERATIONAL EXCELLENCE
Sustainability is one of Norcros’ core strategic pillars and a key driver of
long-term value. We’re focused on reducing our environmental footprint,
strengthening our culture and communities, and embedding ESG thinking in
every part of how we operate – because how we do business matters just as
much as what we deliver.
This year, we’ve made clear and measurable progress. We
have now reduced market-based scope 1 and 2 emissions
by 22% from our 2023 baseline — well on track for our 2028
target of a 33% reduction, and making progress towards our
long-term target of net zero emissions by 2040. We launched
the Norcros Sustainable Products Framework to embed ESG
into product design and development across the Group and
support customers in reducing their own emissions. And
we published our first standalone Sustainability Report,
showcasing the momentum and depth of work underway
across our brands.
Our ESG focus areas
Our strategy is structured around three core elements, each
aligned to priority themes that shape our culture, innovation
and long-term performance.
• People: By fostering a supportive, empowering culture,
we invest in our people, enabling each person to grow,
thrive, and “Be Someone” who makes a difference.
• Product: We develop innovative and efficient products
that enhance our customers’ lives and allow them to
make sustainable choices.
• Planet: Reducing water and energy usage in our
products and operations helps us nurture the world we
love and share.
We track progress through a Group-wide ESG MI Framework
across ten priority themes, shown on the next pages. We
undertook a thorough materiality assessment to determine
the sustainability issues with the most material impact on the
Group’s business. Reporting against this framework ensures
we hold ourselves accountable and build year-on-year
improvements into how we work.
Governance and oversight
Our Board of Directors oversees the sustainability agenda,
supported by our ESG Forum with representatives from each
of our brands. This governance structure ensures consistent
progress on shared goals whilst enabling decentralised
ownership at brand level. We report quarterly on key
initiatives, including carbon reduction, policy development
and supply chain standards.
2025 highlights
• Launched our Sustainable Products Framework
• 14% reduction in market-based scope 1 and 2 emissions,
marking a 22% cumulative reduction on our 2023
baseline
• Maintained our CDP Climate Change B rating
• Triton Showers received a King’s Award for Enterprise for
Sustainable Development
• Triton also achieved EcoVadis Silver Status, placing in the
90th percentile globally
• Completed our first Group-wide Great Place to Work
survey, helping shape our people priorities
Learn more
For full details on our ESG strategy, progress and future plans
– including supporting data tables, our Net Zero Transition
Plan and Sustainable Products Framework – see our 2025
Sustainability Report at www.norcros.com.
People
People: Our priority themes
Health and
safety
AMBITION: Working to be incident and injury free
KPI
2025 2024
Accident incident rate (reportable injuries per 100,000 employees)
502
259
Fatalities
0
0
Talent and
workforce
development
AMBITION: Employer of choice in the kitchens, bedrooms and bathrooms (KBB) sector
KPI 2025 2024
Average number of training hours per employee
117
57
Total employee turnover
21%
18%
Diversity and
inclusion
AMBITION: Diversity and inclusion are at the heart of who we are; we continue to build and
develop a team with a variety of backgrounds, skills and views
KPI 2025 2024
Gender diversity
Male
64%
Female
36%
Male
67%
Female
33%
Ethical conduct
and integrity
AMBITION: Operate with integrity and respect to regulation and laws in all dealings
KPI 2025 2024
Proportion of eligible employees who received training in bribery and
corruption
80%
79%
Total number of reported breaches of Code of Ethics and Standards of
Business Conduct in total
(and those specifically relating to bribery)
149
89
Total number of investigated breaches of Code of Ethics and Standards
of Business Conduct in total
(and those specifically relating to bribery)
149
89
Total number of upheld breaches of Code of Ethics and Standards of
Business Conduct in total
(and those specifically relating to bribery)
107
30
Percentage of staff disciplined or dismissed due to
non-compliance with Anti-Bribery/Corruption Policy
0.05%
0.59%
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OUR APPROACH TO SUSTAINABILITY –
A POWERFUL CHOICE FOR BETTER LIVING
Product
Product: Our priority themes
Innovative
and efficient
products
AMBITION: Drive growth through high-quality, design-led and sustainable products
KPI
2025 2024
Revenue from sustainable products
See
Sustainability
Report
n/a
Proportion of revenue from products that have been launched in the last
three years
23%
22%
Product quality
and safety
AMBITION: Design, manufacture and/or supply high-quality and safe products
KPI
2025 2024
Customer products recalled due to safety issues as a proportion of total
products sold
0.0001%
0.001%
Customer products recalled due to poor product quality
as a proportion of total products sold
0.09%
0.49%
Supply chain
management
AMBITION: Ensure our supply chain operates in line with our ESG standards by applying our
new Norcros Supply Chain Policy
KPI
2025 2024
Monitor the number of suppliers that conform to the Group Supply
Chain Policy
In
progress
n/a
Planet
Planet: Our priority themes
Climate change
and emissions
AMBITION: a sustainable business, reducing our impact on the environment.
• Net zero by 2040
• Reduce energy use at our sites
• Increase proportion of electricity from renewable sources
• Minimise toxic emissions
KPI 2025 2024
Scope 1 and 2 emissions (tCO
2
e)
54,370
63,168
Scope 3 emissions (tCO
2
e)
813,079
847,870
Total energy consumption (kWh)
192,886,252
261,595,842
Percentage of electricity from renewable sources
10%
37%
Circular
economy
AMBITION: Make the most efficient use of material resources across our business.
• Minimise waste to landfill and increase recycled waste
• Reduce water use at our sites
• Operate at or work towards Environmental Management standard ISO 14001
KPI
2025 2024
Total waste (tonnes)
12,850
12,697
Water withdrawal (m
3
)
169,911
178,439
Water consumption (m
3
)
111,882
144,210
Percentage of packaging used
from recycled materials
10%
40%
Social and
community
engagement
AMBITION: Engage our wider community to achieve sustainable outcomes
KPI 2025 2024
Establish an appropriate KPI
for community engagement
n/a n/a
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STRATEGIC REPORTSTRATEGIC REPORT
OUR APPROACH TO SUSTAINABILITY –
A POWERFUL CHOICE FOR BETTER LIVING
CONTINUED
Norcros has delivered another strong set of
results with disciplined strategic execution,
driving profitable market share gains and
improved operating margins. Over recent
years, we have continued to see a business
environment in which market challenges and
uncertainty have become part of our everyday
lives. From a Norcros standpoint, we see further
opportunities in this environment for financially
sound and trusted brands to grow share, as
demonstrated in our results.
Our position as the number one bathroom
products business in our core UK and Ireland
markets has been built through a combination
of design and service-led organic growth, while
implementing a market consolidation strategy
through acquisitions in a fragmented market.
We remain a group defined by our
entrepreneurial spirit, decentralised model, and
collaborative approach, which allows us to
leverage the sum of our parts. This continues
to drive ahead-of-market growth in both the
RMI and new build sectors, and together with
our scale and mid-premium positioning, gives
us the through-the-cycle resilience that we are
recognised for.
Strategic delivery
across all pillars
Our growth strategy, presented at our Capital
Markets Event in May 2024, is built on four
pillars: portfolio development, organic growth,
operational excellence and ESG. Over the past
12 months, we have reshaped our portfolio,
delivered ahead-of-market organic growth,
executed impactful operational improvements
and made further progress across our ESG
initiatives.
I am pleased with the progress that we have
made against our published targets, especially
in our core UK and Ireland markets. Highlights
across the four pillars include:
Portfolio development
The sale of Johnson Tiles UK to its management
team in May 2024, following the closure of our
UK Adhesives business in the prior year, has
demonstrated our focus on building a capital-
light and cash-generative portfolio focused on
higher-margin, design-led, mid-premium market
segments. This portfolio development work continues with
the current strategic review of our Johnson Tiles South
Africa business. The consultation process is well advanced
and is expected to conclude shortly.
Acquisitions remain a key component of our strategic
growth plan, and we have a well-developed pipeline
of attractive prospects that are being evaluated. Our
focus remains on complementary opportunities, in our
core UK and Ireland markets in addition to carefully
selected geographies in Europe and the Gulf. We have a
strong track record of acquiring, integrating and growing
businesses faster under our ownership, which will remain a
key focus for the Group in the year ahead.
Organic growth
Organic share growth is a real
measure of the health and
performance of our businesses.
Our published targets commit to
growing our existing businesses
2%–3% ahead of the market,
and we have delivered on this
again this year. Our organic
growth is driven by in-house
design (technical and fashion)
that delivers strong product
range vitality, leverages our
scale through targeted cross-
selling and exceptional customer
service levels.
A key strength of our business
model is our ability to enter new
bathroom categories organically
or through acquisitions. This
year, we entered the bathroom
furniture and sanitaryware
categories organically and we launched Cameo, our first
complete and matched bathroom range, through our
VADO business. We were able to successfully leverage
our South African supply chain to deliver this project on
time, with performance over the year being ahead of plan.
Given the success of this launch, we are now accelerating
the development of further ranges of matched and
coordinated bathrooms over the next 18 months.
Operational excellence
We have two main focus areas in operations, and in both,
we are looking to leverage our scale. The first is to ensure
we continue improving stock predictability and service. The
second focuses on driving warehousing and distribution
efficiencies as we build on our strong service model.
Over the last year, we delivered strong operational
progress, continuing to unlock efficiencies, reduce
complexity and build our service capabilities across the
Group. Our Group freight strategy, where we partnered
with Maersk, has delivered increased predictability and
a programme of incremental efficiencies. Working with
Maersk, we also plan to ship 20% of all freight from the
Far East in the year ahead using eco-fuel vessels that will
reduce GHG emissions by 85%.
As reported at the half year, we also consolidated
our warehouse footprint in the UK from 26 to 15 sites,
with the project delivering service improvements,
increasing operational savings and further reducing our
carbon footprint.
Our ability to make doing
business easier for our partners,
teams and customers underpins a
targeted investment programme
that is, over time, improving our
accuracy and efficiency and,
more importantly, delivering a
multi-channel service offer that is
becoming increasingly difficult
to replicate.
ESG
The Norcros ESG agenda is an
important driver of performance
and differentiation, with
meaningful progress made
against our Net Zero Transition
Plan with a 22% reduction in
carbon emissions delivered
over the past two years. Our
well-progressed new product
development pipeline continues
to deliver great products and a higher proportion of
relevant ranges with real sustainability benefits, which has
become an increasingly important driver of competitive
advantage. We recently launched the Norcros Sustainable
Products Framework to measure our performance in
a simple and understandable way for both our B2B
customers and end consumers, enabling us to accurately
evaluate and benchmark product sustainability across
circa 70% of our portfolio for the first time. This ability
to measure where we are, good and bad, will ensure we
provide our customers with the authentic and powerful
choices they increasingly expect. Recognising our progress,
Triton was awarded the prestigious King’s Award for
Enterprise in Sustainable Development in the period.
DISCIPLINED
STRATEGIC
EXECUTION
AND MARKET
SHARE GAINS
We have two main focus
areas in operations, and
in both we are looking to
leverage our scale:
1) To improve predictability
and service
2) Driving scale-based
warehouse and
distribution efficiencies.
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CHIEF EXECUTIVE OFFICER’S REVIEW
As we have worked to leverage our scale, we have
distilled the common behaviours that underpin what
differentiates the Norcros collaborative way of doing
business. In the second half of the year, we launched our
Norcros Purpose – to create products and connections
that offer sustainable choices for better living – and our
Keys (values). The Keys – Care, Courage, Connection,
and Common Sense – help guide our low ego but
focused culture. A highlight has been the launch of our
#BeSomeone campaign, communicating and reinforcing
our belief that everyone, at every level, has the
opportunity to be someone, be heard, contribute and
play a role in shaping our future. Our ability to attract,
develop and retain great people is one of the most
important enablers of long-term value creation across
the Group.
We always start from the position of doing what is right,
and we are motivated by the fact that we are part of
the communities in which we live, work and interact
and should always be putting in more than we take out.
Recognising the importance of ESG, we have published
our first standalone Sustainability Report, increasing
transparency and accountability across all three ESG
pillars. This will be available alongside our Annual Report
and Accounts on our website.
What sets us apart
Norcros operates a decentralised but collaborative
business model that ensures that we are specialists
where it counts, but can also leverage the significant
benefits of our collective scale. This model has allowed us
to consolidate our position as the number one bathroom
products business in our core UK and Ireland markets
whilst maintaining the exceptional customer service that
underpins our brands.
Our capital-light portfolio of design-led, market-leading
specialist brands targets the more resilient mid-premium
market segments, where consumers and trade partners
value our innovation, quality and service. We pursue
capital-light, margin-accretive growth and remain
focused on strengthening our market positions by
offering customers and consumers powerful choices for
better living. The strength that comes from our teams,
the positioning of our brands and our collective scale
continues to underpin our resilience and long-term
through-the-cycle growth prospects.
Looking forward to the year ahead
As a business, we have entered the new financial year
with confidence and momentum and remain focused
on further executing the projects derived from our four
strategic pillars, delivering organic market share growth
whilst carefully advancing our M&A pipeline. As we
do this, we will increasingly see the benefits of scale
derived from our ongoing investment in our warehousing
and distribution capabilities and related service levels.
Our well-developed new product pipeline will drive
further competitive advantage, supported by targeted
capital expenditure to further increase the efficiency of
our operations.
ESG progress will continue to build through the deeper
integration of sustainability into product development,
our culture and people strategy, and reporting ensuring
that Norcros remains well-positioned not just to respond
to market shifts but to help shape the future of our sector.
Recent trading
Group revenue in the two months to the end of May
2025 was 1.8% below the prior year on a constant
currency like for like basis, adjusting for Johnson Tiles UK
and the number of trading days in the period (UK and
Ireland -1.1%, SA -3.2%). Market conditions are likely to
remain uncertain, with the pace of recovery in the new
build sector still unclear, however, the RMI sector remains
resilient and the Board’s expectations for 2026 remain
unchanged.
Summing it all up
Our strategy is clear, our culture is aligned and our
team is delivering — with care, courage, connection and
common sense. We will continue to do what we said
we would: improve our portfolio whilst re-energising
and efficiently growing our core business, responsibly
and transparently. This focus means that we are not
reliant on the market as we continue to grow, with good
opportunities to take market share in our large and
fragmented end markets, both organically and through
targeted acquisitions.
THOMAS WILLCOCKS
Chief Executive Officer
11 June 2025
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STRATEGIC REPORT
CHIEF EXECUTIVE OFFICER’S REVIEW
CONTINUED
We use the following key performance indicators (KPIs) to measure our progress against our
strategic priorities and enable investors and other stakeholders to measure our progress.
Financial KPIs
1
TOTAL REVENUE (£M)
£368.1m
2
UNDERLYING OPERATING
PROFIT (£M)
£43.2m
3
UNDERLYING RETURN ON
CAPITAL EMPLOYED (%)
17.3%
4
DIVIDEND PER SHARE (P)
10.4p
5
UNDERLYING OPERATING
CASH FLOW (£M)
£38.9m
6
RETURN ON SALES (%)
11.7%
368.1
441.0
396.3
324.2
2025
2024
2023
2022
2021
392.1
43.2
47.3
41.8
33.8
2025
2024
2023
2022
2021
43.2
Underlying return
on capital employed
17.3
18.5
23.9
18.2
2025
2024
2023
2022
2021
16.4
10.4
10.2
10.0
8.2
2025
2024
2023
2022
2021
10.2
38.9
44.8
28.6
65.8
2025
2024
2023
2022
2021
56.4
11.7
10.7
10.5
10.4
2025
2024
2023
2022
2021
11.0
Link to strategy
Definition
Reported Group revenue for the year
Performance
Total revenue for the year increased
by 0.9% on a constant currency
like for like basis. Reported revenue
decreased by 6.1% as a result of the
sale of Johnson Tiles UK in May 2024.
Link to strategy
Definition
Reported operating profit as adjusted
for IAS 19R administrative expenses,
acquisition and disposal related costs
and exceptional operating items,
as defined in note 8 to the financial
statements
Performance
Underlying operating profit was
consistent with the prior year. This
reflected a robust performance in the
UK and Ireland, offset by challenging
market conditions in South Africa.
Link to strategy
Definition
Underlying operating profit on a
pre-IFRS 16 basis expressed as a
percentage of the average of opening
and closing underlying capital
employed (as defined in note 8 to the
financial statements)
Performance
Underlying ROCE increased towards
the strategic target of 20% over the
economic cycle.
Link to strategy
Definition
Total of the interim dividend and
the proposed final dividend for the
financial year
Performance
In line with the Board’s progressive,
albeit prudent, dividend policy,
although earnings reduced in the
year, the dividend per share has been
increased by 2.0% to 10.4p per share.
Link to strategy
Definition
Cash generated from continuing
operations adjusted for cash flows
from exceptional items and pension
fund deficit recovery contributions,
as defined in note 8 to the financial
statements
Performance
Underlying operating cash generation
decreased to £38.9m largely reflecting
an increase in inventories in the
period, helping to maintain customer
service levels across the Group.
Link to strategy
Definition
Underlying operating profit as a
percentage of revenue
Performance
Return on sales increased by 70bps to
11.7% driven by performance in the UK
and Ireland.
READ ABOUT OUR ESG KPIS
ON PAGES 37 TO 39
Medium-term targets
Organic growth
2025
2023
2024
1.1
2
-1.6
1
-0.8
1
2–3%
per annum above market
1 Adjusted for Johnson Tiles UK,
Norcros Adhesives and Grant
Westfield
2 Adjusted for Johnson Tiles UK and
Norcros Adhesives
Operating margin
2025
2023
2024
11.7
11.0
10.7
15%
over medium term
Cash
conversion
2025
2023
2024
84
123
89
>90%
ROCE
2025
2023
2024
17.3
16.4
18.5
>20%
Science-
based carbon
emission
targets
2025
2023
2024
54,370
63,168
69,279
2028
Link to strategy
Portfolio
development
Organic
growth
Operational
excellence
ESG
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STRATEGIC REPORTSTRATEGIC REPORT
KEY PERFORMANCE INDICATORS
Our core UK and Ireland business achieved revenue of
£256.4m (2024: £281.9m), up 1.1% on a like for like basis
delivering ahead of the market organic growth. Reported
revenue was 9.0% lower than the prior year largely due to the
sale of Johnson Tiles UK, which completed in the first quarter
of the year. Our continued focus on the quality of our portfolio
and market share gains delivered a record level of underlying
operating profit in the year with underlying operating margins
exceeding 15% for the first time.
The previously announced sale of Johnson Tiles UK to its
management team was completed in May 2024. Revenue of
£4.3m (2024: £31.1m) and underlying operating profit of £nil
(2024: £0.7m) have been included in the underlying results for
the current and prior year.
RMI remains the largest component in the UK and Ireland
bathroom market (circa 80%). Our market-leading brands
are positioned in the mid-premium segment, which was again
more resilient than the rest of the sector this year. Although
housebuilding activity remained subdued, there are early
indications of recovery driven by the significant shortage of
homes in the UK and Ireland, and the clear focus coming from
the UK government. We have long-standing relationships
with the leading national and regional housebuilders and
continue to grow share in this channel. Our alignment with new
building regulations (particularly regarding energy and water),
outstanding customer service, and strong balance sheet means
that we are a trusted partner that will benefit through this
recovery cycle. Representing a relatively small part of the UK
and Ireland business, export sales were slightly ahead of the
prior year and remain largely unaffected by tariff uncertainty.
All of our brands performed strongly, growing their market-
leading positions through new product launches and
excellent service levels. New products included Cameo
(VADO’s first complete and matched bathroom offer),
Naturepanel (Grant Westfield’s FSC-certified wall panel that
can also be used outside of the bathroom), and our first fully
recyclable toilet seat (Croydex) with all performing ahead
of expectation. Our in-house design capabilities allow us
to cover all aspects of bathroom product design including
fashion, technical and sustainability aspects, and then get
these safely to market in quick order. Triton has also recently
launched UniQ™, a technically innovative patented corner
riser rail and overhead shower solution, which is particularly
beneficial in new build homes where showering space can
be at a premium. They have also taken the next important
step in terms of our already strong sustainability credentials,
launching a patented heat recovery system (HeatRepeat)
that will significantly reduce the amount of energy required in
electric showers. Our product vitality rate remains high and
our pipeline of new exciting products remains well developed.
Our market-leading product vitality, at 23%, and focus on
a great customer experience again saw the business not
only deliver a strong financial performance, but also earn
industry recognition, winning a number of prestigious awards
during the year. In May 2024, Triton was honoured with the
King’s Award for Enterprise for its outstanding commitment
to sustainable development. Triton also won a PlanetMark
award for employee engagement with its sustainability
initiatives and “Genius Bathroom Product” award from Ideal
Home for ENVi®. Grant Westfield’s Naturepanel won KBB’s
Surface of the Year Award and the Tile Collection won Ideal
Home’s Surface of the Year Award. Abode’s eco-conscious
CAVA basins have already won Showhome’s Bathroom
Product of the Year. MERLYN won a number of awards in
recognition of the brand’s outstanding customer experience
and was once again recognised as Shower Brand Supplier of
the Year from the Fortis Buying Group.
In line with our strategy, we continue to invest in driving
efficiencies from a service and cost perspective, helping to
develop an already strong service proposition. This includes
investment in both systems and our infrastructure. Two major
structural projects were completed in the year. The first saw
Grant Westfield exit a regional depot distribution model
in favour of central distribution, where the warehouse and
distribution function has been consolidated with MERLYN.
The second project at VADO resulted in four separate
warehouses being consolidated into a new fit-for-purpose
warehouse in Bridgwater. The result was a reduction
in our UK warehouse footprint from 26 to 15 sites and,
more importantly, enables a more efficient service to our
customers.
Our commitment to our ESG programmes and initiatives has
been strengthened over the last year with strong progress
being made on our environment (planet) and social (people)
initiatives. Our businesses are well on track to delivering on
our 2028 SBTi commitments ahead of schedule with more
detail included in our standalone Sustainability Report.
The UK and Ireland business delivered a record underlying
operating profit for the year. Underlying operating profit was
3.6% higher than the prior year, increasing to £39.8m, with
the operating margin increasing by 1.9 percentage points to
15.5% (2024: 13.6%). Operating cash conversion was slightly
below historical levels, due to the investment in working
capital in the year as we carefully navigate what remain
challenging supply chain conditions.
Our core UK and Ireland business now accounts for 70%
of Group revenue and 92% of Group underlying operating
profit. We are well-placed to continue growing market share
and winning new customers in our target market segments
by leveraging our strong new product development pipeline,
scale-based collaboration and superior customer service.
UK & IRELAND
REVENUE
70% SHARE OF
GROUP
£256.4M
UK & IRELAND
UNDERLYING
OPERATING PROFIT
92% SHARE OF
GROUP
£39.8m
UK & IRELAND
UNDERLYING
OPERATING MARGIN
15.5%
Record underlying
operating profit
Our UK and Ireland business
grew our position as the number
one bathroom products group
in the region, delivering a record
performance driven by new
product launches, collaboration
and outstanding customer service.
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STRATEGIC REPORTSTRATEGIC REPORT
BUSINESS REVIEW
UK & IRELAND
Group synergies and cross-selling
Cross-selling successes, most notably with Wickes and Victorian Plumbing, have highlighted
the commercial advantages of strategic collaboration across Norcros brands. These
partnerships are the result of shared opportunities, insight and introductions between
businesses within the Group.
VADO’s relationship with Wickes, the national DIY
chain, originated via MERLYN, who were already
engaged in a successful partnership with the chain.
Recognising the importance of offering a complete
bathroom solution, VADO worked closely with Wickes
and MERLYN to ensure their brassware coordinated
with the “Nexa by MERLYN” shower enclosures. This
led to the creation of a bespoke collection, “Nexa by
VADO”, dedicated exclusively to Wickes. This range
offers a coherent and connected proposition in both
product design and branding and is supported by a
three-year agreement. This initiative marks a significant
milestone for VADO and opens a new route to market.
To protect and support their loyal independent retail
network, VADO ensured this range was specifically
tailored for Wickes. It features a distinctive new look,
including exclusive finishes, updated handle designs,
and coordinated furniture elements to position VADO
as their “best” level offer in Wickes’ good-better-best
bathroom offering.
The Nexa by VADO range will be showcased in
Wickes showrooms from Summer 2025, around 15
months after initial introduction. Alongside this,
VADO and MERLYN are developing joint staff training
programmes to support in-store teams in delivering
expert advice across the full bathroom offer.
Meanwhile, another internal Group connection led to
a partnership with Victorian Plumbing, where VADO
brassware is now sold via their online platform. This
offer has been carefully curated to match their digital
retail model, and VADO plans to gradually expand the
range, giving customers access to a broader selection
of products and enhancing Victorian Plumbing’s
overall online proposition.
CASE STUDY
Our South African business delivered revenue of £111.7m
(2024: £110.2m), 0.5% higher than the prior year on a
constant currency basis. This was a resilient performance in
a challenging macroeconomic environment characterised
by low consumer confidence, high interest rates, increased
competition and subdued new build activity.
The marginal increase in revenue is testament to the strength
and experience of the local management team, delivering
resilient results despite market conditions and significant
additional competition from a large new regional tile
manufacturer. The significant additional tile capacity that
has come to market has added considerable pressure to
an already over-supplied market, impacting demand and
pricing at Johnson Tiles. This has materially impacted both the
performance of Johnson Tiles and our Norcros SA business
as a whole. In addition, whilst energy interruptions have now
subsided, the impact that they had on consumers at the start
of the year and the consequential impact on the new build
cycle will take more time to unwind.
Despite these challenges, the business remained profitable
and has been actively managed through this period with
a specific eye on positioning the Group for the gradual
market recovery. This includes the previously announced
strategic review of the Johnson Tiles manufacturing business.
The review, including a formal consultation process is well
advanced and is expected to conclude by the end of Q1
of the current financial year. We do not expect the market
to materially improve in the year ahead and as a result will
continue to leverage our leading brands and strong financial
position to grow market share.
SOUTH AFRICA
REVENUE
30% SHARE OF
GROUP
£111.7M
SOUTH AFRICA
UNDERLYING
OPERATING PROFIT
8% SHARE OF
GROUP
£3.4m
SOUTH AFRICA
UNDERLYING
OPERATING MARGIN
3.0%
Self help in challenging
market conditions
Our South African business
delivered revenue of £111.7m
(2024: £110.2m), 0.5% higher
than the prior year on a constant
currency basis. This was a resilient
performance in a challenging
macroeconomic environment of
subdued consumer confidence and
ongoing market uncertainty.
Going into Wickes is a sizable
development for VADO, following an
introduction by MERLYN.
As the result of another “in-house”
introduction, VADO has been able
to develop a tailored offer for
Victorian Plumbing.
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STRATEGIC REPORT STRATEGIC REPORT
BUSINESS REVIEW
SOUTH AFRICA
BUSINESS REVIEW
UK & IRELAND CONTINUED
A key highlight in the year was the performance of TAL, our
market-leading adhesive business in South Africa. TAL grew
market share and revenue as a result of excellent execution
of their new product development programme and best-in-
market service levels. Tile Africa and House of Plumbing both
strengthened their management teams in the period, and we
expect to see gradual progress coming from these changes
in the year ahead. In both businesses, the focus will be on
driving improved like for like performance from our existing
store bases.
In the current market conditions, the teams in South Africa
maintained their focus on growing market share profitably
by delivering exceptional service levels and meaningful new
product development rollouts. Highlights here included the
launch of the Abode inspired store-within-a-store kitchen
concepts in eight Tile Africa stores, the acceleration of our
directly sourced private label range at House of Plumbing,
and the addition of a new cleaning products range at TAL.
As with the UK and Ireland business, there has been
investment focused on driving operational efficiencies
and improved service levels through targeted investments
in our infrastructure and systems. Tile Africa successfully
implemented a new ERP system in the first half of the year.
The project was completed with minimum disruption to our
operations or customers.
South Africa is an energy and water scarce country. As with
our UK and Ireland business, sustainability is an increasingly
core strategic driver both through necessity and opportunity.
Key progress has been made investing in solar energy
provision across our store estate. The introduction of water
efficient and storage products has also been progressed.
Further detail is included in our standalone Sustainability
Report.
Underlying operating profit decreased to £3.4m (2024: £4.8m),
with the underlying operating margin at 3.0% (2024: 4.4%).
Operating cash conversion was behind the prior year largely
due to our inability to place our tile manufacturing capacity.
Whilst performance over the last two years has not been in
line with historical levels given the challenging macro and
market conditions, we have a solid, well-invested and well run
business that remains in a strong competitive position and is
well-placed to gain market share in its respective markets as
conditions gradually improve.
Norcros South Africa certified as A Great Place to Work™
Norcros South Africa has officially been certified as a Great Place to Work with a trust index
score of 78%, proving we really know how to look after our employees.
The prestigious award is based entirely on what
current employees say anonymously and confidentially
about their experience of working at Norcros
South Africa, and is based on external auditing and
validation. This is the first time we’ve applied for the
certification and we were hugely encouraged by the
high engagement, with 96% of our people trusting us
with their opinions.
However, it is important to note that the Great Place
to Work accreditation was no overnight success.
It is something we have been working diligently
towards for about 12 years, and is the culmination
of many different initiatives aimed at providing an
outstanding working environment and conditions for
our employees.
The longest-standing of these are our diversity and
inclusion programmes, educating employees that
a feeling of belonging matters, and we promote
authenticity in the workplace. Some years back, we ran
a happiness project, which evolved into our nourish@
norcros programme, promoting care and recognition
for employees, encouraging communication and
supporting wellbeing. This means free access to
healthcare at our wellness centre, which is a highlight
for employees who will never have to queue at
government hospitals for the assistance they need.
In addition, we have developed many recruitment
programmes, including the Youth Employment Service
(YES) and Youth in Engineering apprenticeships as
well as our apprenticeships for women in plumbing.
Once in employment with Norcros SA, people can
continue to progress through our internal learning and
development programmes, and offer their feedback
through employee engagement initiatives. We have a
speak-up culture that all employees are aware of, and
anti-harassment and anti-bullying policies.
Our Employee Assistance Programme extends to
our employees’ family members, who can receive
counselling, financial advice and referrals to help
with other personal matters. And as a company we
also go over and above legal requirements, such
as our parental leave policy. Something important
to our people is that we show we care for our local
communities, and we support staff in giving back to
their communities, through projects such as building
toilet facilities in rural schools. It’s this all-round
approach to developing people that makes Norcros
South Africa such a Great Place to Work.
CASE STUDY
Our Great Place to Work
accreditation was no
overnight success. It is
something we have been
working diligently towards
for about 12 years.
96%
OF OUR PEOPLE TRUSTED
US WITH THEIR OPINIONS
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STRATEGIC REPORTSTRATEGIC REPORT
BUSINESS REVIEW
SOUTH AFRICA CONTINUED
Highlights 2025
• Group revenue increased by 0.9%
on a constant currency like for like
basis; reported revenue decreased
by 6.1% to £368.1m (2024: £392.1m)
• Group underlying operating profit
was in line with the prior year
at £43.2m
• Group operating profit was £8.3m
(2024: £39.9m)
• Return on sales increased to 11.7%
(2024: 11.0%)
• Group underlying profit before tax
was £36.5m (2024: £36.4m)
• Diluted underlying earnings per
share of 32.4p (2024: 32.1p)
• Return on capital employed of
17.3% (2024: 16.4%)
• Underlying operating cash flow
of £38.9m (2024: £56.4m), 84% of
underlying EBITDA (2024: 123%)
• Leverage of 0.8x (2024: 0.8x) and
net debt of £36.8m (2024: net debt
of £37.3m)
• Pension scheme in an IAS
19R surplus position of £6.8m
(2024: £16.5m)
Revenue
Group revenue at £368.1m (2024: £392.1m) increased
by 0.9% on a constant currency like for like basis after
adjusting for Johnson Tiles UK, disposal in May 2024, and
Norcros Adhesives, closed in June 2023. Reported revenue
decreased by 6.1%.
Underlying operating profit
Underlying operating profit was in line with the prior year
at £43.2m (2024: £43.2m). Our UK and Ireland businesses
delivered a record performance with an underlying
operating profit of £39.8m (2024: £38.4m) and underlying
operating profit margin of 15.5% (2024: 13.6%). Our South
African businesses recorded an underlying operating profit
of £3.4m (2024: £4.8m) and underlying operating profit
margin of 3.0% (2024: 4.4%). Group underlying operating
profit margin was 11.7% (2024: 11.0%).
Acquisition and disposal related costs
Acquisition and disposal related costs of £25.4m (2024:
£4.3m) have been recognised in the year, of which £22.2m
relates to the non-cash loss on disposal of Johnson Tiles
UK. In line with previous years, we also recognised £6.5m of
acquired intangible asset amortisation. A credit of £4.4m,
representing a release of deferred contingent consideration
resulting from the acquisition of Grant Westfield, has also
been reflected.
Exceptional operating items
An exceptional cost of £7.7m (2024: credit of £2.3m) has
been recognised in the year.
2025
£m
2024
£m
Restructuring costs 4.6 1.7
Costs in relation to new Enterprise
Resource Planning systems 2.0 –
Legal case 1.1 –
Reversal of impairment – (4.0)
7.7 (2.3)
The £4.6m (2024: £1.7m) exceptional restructuring costs
predominantly relate to the consolidation of warehousing
and distribution costs at Grant Westfield and the move
to a single site in VADO. A total of £2.0m of costs were
incurred in relation to the implementation of new SaaS
Enterprise Resource Planning systems at MERLYN and Tile
Africa. Exceptional legal case costs include actual costs
incurred in the year and the estimated future economic
outlay of finalising the case.
Finance costs
Net finance costs for the year of £6.3m largely relates
to interest payable on bank borrowing and leases. The
movement compared to £7.3m in 2024 is mainly due to the
discounting of deferred contingent consideration costs in
the prior year.
The Group has recognised a £0.8m IAS 19R interest credit
in respect of the UK defined benefit pension scheme
surplus (2024: credit of £0.8m) due to the accounting
surplus throughout the year.
Underlying profit before tax
Underlying profit before tax was broadly in line with the
prior year at £36.5m (2024: £36.4m).
Taxation
The tax credit for the year of £1.5m (2024: charge of £5.8m)
was particularly impacted by the non-cash exceptional loss
from the disposal of Johnson Tiles UK in the period.
The weighted average applicable tax rate for the year
decreased to (45.0%) (2024: 21.5%) due to the weighting of
corporation tax losses in relation to the UK result relative to
the profits made in Ireland and South Africa. The underlying
effective tax rate in the year was 20.0% (2024: 20.9%). The
standard rate of corporation tax in the UK is 25% (2024:
25%), in South Africa 27% (2024: 27%) and in Ireland 12.5%
(2024: 12.5%).
Dividends
Diluted underlying EPS has increased in the year to 32.4p
(2024: 32.1p) and the Board recommends a final dividend of
6.9p per share (2024: 6.8p). This, combined with the interim
dividend of 3.5p per share (2024: 3.4p), results in a total
dividend of 10.4p per share (2024: 10.2p). The total dividend
is equivalent to a dividend cover of 3.1 times, in line with the
prior year. The cash cost of the total dividend is £9.3m.
This final dividend, if approved at the Annual General
Meeting, will be payable on 1 August 2025 to shareholders
on the register on 27 June 2025. The shares will be quoted
ex-dividend on 26 June 2025. Norcros plc operates a
Dividend Reinvestment Plan (DRIP). If a shareholder wishes
to use the DRIP, the latest date to elect for this in respect
of this final dividend is 11 July 2025.
STRONG
PROGRESS IN A
CHALLENGING
ENVIRONMENT
The Group is in a strong
financial position and
is well-placed to further
progress its strategic
priorities.
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53
STRATEGIC REPORTSTRATEGIC REPORT
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52
CHIEF FINANCIAL OFFICER’S REVIEW
Cash flow and net debt
Underlying operating cash flow was £17.5m lower than in
the prior year at £38.9m (2024: £56.4m).
2025
£m
2024
£m
Underlying operating profit 43.2 43.2
Depreciation and underlying
amortisation (owned assets) 4.8 4.3
Depreciation of right-of-use assets 5.2 4.7
Lease costs (6.8) (6.5)
Underlying EBITDA (pre-IFRS 16) 46.4 45.7
Net working capital movement (14.1) 3.3
IFRS 2 charge add-back 0.3 0.9
Settlement of share options (0.5) –
Lease costs 6.8 6.5
Underlying operating cash flow 38.9 56.4
Underlying operating cash
conversion
1
84% 123%
1 Represents underlying operating cash flow as a percentage of underlying
EBITDA (pre-IFRS 16).
The main driver of the reduction in underlying operating
cash flow was largely due to the increase of inventories
in the period, helping to maintain our excellent customer
service levels across the Group. The increase in inventories
in Johnson Tiles SA, as noted earlier in the report, also
impacted operating cash flow. Underlying operating cash
conversion in the year was 84% of underlying EBITDA
(2024: 123%).
The Group ended the year with net debt of £36.8m (2024:
net debt of £37.3m) on a pre-IFRS 16 basis. This represents
a leverage of 0.8 times underlying EBITDA (2024: 0.8 times).
Net debt inclusive of IFRS 16 lease liabilities was £57.4m
(2024: £59.5m)
.
Balance sheet
The Group’s balance sheet is summarised below.
2025
£m
2024
£m
Property, plant and equipment 21.8 28.1
Asset held for sale 3.7 –
Right-of-use assets 16.7 18.0
Goodwill and intangible assets 153.5 161.2
Deferred tax (8.6) (13.4)
Net current assets excluding cash
and borrowings 72.7 77.1
Pension scheme surplus 6.8 16.5
Lease liabilities (20.6) (22.2)
Other non-current assets and
liabilities (1.3) (5.6)
Net debt (36.8) (37.3)
Net assets 207.9 222.4
Total net assets decreased by £14.5m to £207.9m (2024:
£222.4m). Net current assets (excluding cash and
borrowings) decreased by £4.4m largely reflecting the sale
of Johnson Tiles UK.
Property, plant and equipment decreased by £6.3m to
£21.8m as a result of the sale of Johnson Tiles UK, the
subsequent sale of an element of the former Johnson Tiles
UK site and a £3.7m reclassification to asset held for sale
for the remainder of the site. The depreciation charge was
£4.4m (2024: £4.0m) and no foreign exchange gains/losses
relating to assets held in South Africa were recognised
(2024: loss of £1.1m). Disposals of £2.8m of assets were
reflected in the year mainly due to the sale of Johnson Tiles
UK and the consolidation of warehousing and distribution
at Grant Westfield. Fixed asset additions for the year were
£6.2m (2024: £6.2m).
Right-of-use assets decreased by £1.3m to £16.7m (2024:
£18.0m), primarily reflecting net additions of £4.0m, offset
by right-of-use depreciation of £5.2m (2024: £4.7m). No
exchange gains or losses were recognised in relation to
right-of-use assets (2024: loss of £0.8m).
The net deferred tax liability decreased by £4.8m to a
liability of £8.6m (2024: liability of £13.4m). The decrease
is primarily the result of the amortisation of acquired
intangible assets, actuarial losses on the pension scheme
and the recognition of UK tax losses in the period.
Pension schemes
On an IAS 19R accounting basis, the gross defined benefit
pension scheme valuation of the UK scheme showed a
surplus of £6.8m compared to a surplus of £16.5m last
year. The present value of scheme liabilities decreased
by £17.8m as benefit payments made in the year and an
increase in the discount rate to 5.60% (2024: 4.85%) were
partially offset by a loss in relation to updated mortality
assumptions. The value of scheme assets decreased by
£27.5m largely due to benefit payments made in the year.
In the current year, the Group reached agreement with the
Trustee on the 31 March 2024 triennial actuarial valuation
for the UK defined benefit scheme. The actuarial deficit at
31 March 2024 was £11.7m (2021: £35.8m). The current deficit
repair contributions were reconfirmed at £3.8m per annum
from 1 April 2022 to June 2027 (increasing with CPI, capped
at 5%, each year). It was agreed that there would be no
further deficit repair contributions after June 2027.
The agreement also included a mechanism where deficit
repair contributions would be diverted into an escrow
account when the scheme is deemed to be in surplus
on a technical provisions basis. In addition, the Group
will contribute up to a maximum of £1.0m per annum
to cover pension administrative expenses should asset
investment performance not be sufficient to cover the
ongoing management fees. The 2027 triennial actuarial
valuation is expected to take place during the year ending
31 March 2028.
The Group’s cash contributions to its defined contribution
pension schemes were £3.8m (2024: £3.9m).
Funding, liquidity and capital allocation
framework
The Group has committed banking facilities of £130m (plus
a £70m uncommitted accordion) with a maturity date
of the facility of October 2027. The Group has also now
confirmed a capital allocation framework of 1) Organic
investment; 2) Ordinary dividends; 3) Complementary
acquisitions; and 4) Supplementary distributions. Alongside
this framework are investment guardrails of maintaining
leverage below 2.0x underlying EBITDA and dividend cover
of c.3.0x in addition to the strategic objectives of cash
conversion above 90% and a ROCE target of 20% in the
medium term.
Johnson Tiles SA
As previously announced, as a result of challenging
demand conditions in the tile manufacturing segment and
a material increase in tile manufacturing capacity in the
area, we have commenced a strategic review of Johnson
Tiles SA which we expect to conclude shortly. Johnson
Tiles SA delivered external revenue in the year of £12.3m,
a small operating loss pre-South African central costs and
an operating cash outflow of £4.4m. The Johnson Tiles SA
performance has been included in the underlying results
for the period.
JAMES EYRE
Chief Financial Officer
11 June 2025
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STRATEGIC REPORTSTRATEGIC REPORT
CHIEF FINANCIAL OFFICER’S REVIEW
CONTINUED
Introduction
It has been another rewarding year as we
continue to grow and mature in our people
strategy, building on the strengthened
foundations laid in 2024. One of our key
strategic priorities is to foster an inclusive,
growth-focused culture that creates the
conditions for our people to thrive and for the
business to succeed over the long term.
Our people strategy, rooted within our broader
ESG approach, reflects how we work every day.
This year, teams across all our businesses have
helped drive that strategy forward with real
focus and energy.
Within the Group, we often talk about the idea of
being “together”, “aligned” or “apart”, allowing
our businesses to reflect their uniqueness. This
year our people focus has been on bringing our
businesses into closer alignment, and wherever
it makes sense, bringing them fully “together”.
We’re building a stronger sense of connection
and shared employee experience across Norcros,
grounded in our belief that together we are truly
more than the sum of our parts.
Our priorities this year
Launch of Norcros Purpose
and Keys (values)
After 18 months of collaborative work at all
levels of the business, we were proud to formally
launch our Norcros Purpose and Keys.
Our Purpose: To create products and connections
that offer sustainable choices for better living
(helping nurture the world we love and share)
Our Keys (values): Care, Courage, Connection,
Common Sense
Our Purpose is our arrowhead – it points us in the
right direction and gives meaning to everything
we do. It reminds us why our work matters, and
how we can make a difference for each other, our
customers and the world we live in.
Our Keys, like an arrow’s fletchings, guide how
we get there. They guide our behaviours, shape
our decisions and help us build a shared culture
across all our businesses.
READ MORE ABOUT HOW WE ARRIVED AT
THIS PLACE IN THE CASE STUDY
ON PAGE 59
Strengthening our employee value
proposition – #BeSomeone
Through our Purpose and Keys work, we developed
#BeSomeone, a clear and compelling way to express
our promise to our people: that at Norcros, everyone is
truly someone.
#BeSomeone captures what it means to work here. It’s
about feeling seen and valued, having space to grow
and knowing that your contribution matters. It connects
the dots between personal fulfilment and organisational
success, reinforcing that when our people thrive, so does
the business.
Great Place to Work
We implemented our first Group-wide employee
engagement survey, partnering with Great Place to Work.
Participation was exceptional, with a 93% response rate
across seven countries – a clear signal that our people
want to be heard and that they trust us with their voices.
The feedback provided invaluable insight, highlighting
what we’re doing well – such
as fostering pride in our work
and maintaining strong ethical
leadership – and where we can
do better, particularly around
communication, fairness in reward
and recognition, and addressing
the root causes of work-based
stress whilst embedding a culture
of workplace wellbeing.
Each business identified its own
action priorities and reports
progress to the Executive team as
part of our monthly and quarterly
business reviews.
READ MORE ABOUT THE
SURVEY IN THE CASE STUDY
ON PAGE 95
Diversity, Equity, and Inclusion (DEI)
We have made meaningful progress in our DEI work this
year, with initiatives rooted in action.
In December 2024, we held our second Women’s
Leadership Forum, bringing together leaders from
around the Group. The progress since our first event has
been remarkable – from improvements in recruitment
and leadership development to expanded flexible
working practices and transgender inclusion sessions.
We’re incredibly proud of the depth and variety of work
underway across our businesses.
Whilst we recognise that inclusion extends far beyond
gender, we chose to begin by focusing our efforts here,
guided by the belief that “rising tides lift all boats”. And
it’s working – many of the changes implemented to
support women are already creating better experiences
for everyone.
This year also marked a major step forward in
understanding the make-up of our workforce. Through
our Great Place to Work survey, we collected more
demographic data than ever before, giving us new clarity
on who we are as a Group. This insight will allow us to set
more informed priorities, track our progress with greater
accuracy and ensure we are building an environment
where everyone can thrive.
We strongly believe our business should reflect the
communities where we live and work. At Norcros, we
remain firmly committed to building a workplace where
everyone feels seen, supported and able to thrive.
Group people
policies review
Last year we committed to supporting
our employees at all life stages,
recognising that the support someone
needs early in their career may differ
from what they need whilst caring for
children, supporting ageing parents or
preparing for retirement.
To help us deliver on that promise, we
have begun to modernise our people
policies. We began by focusing on
the moments that matter most in
our employees’ lives – the key points
in life and work where meaningful
support from an employer can make a
significant and lasting impact.
We are establishing a new set of Norcros standards for all
our businesses, ensuring consistency and equity across
the Group. These aren’t just policy documents; they reflect
how we care for each other and connect with our people
through all our daily interactions.
STRENGTHENING
OUR EMPLOYEE
VALUE
PROPOSITION
#BeSomeone
After 18 months of
collaborative work at all
levels of the business, we
were proud to formally
launch our Norcros
Purpose and Keys.
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CHIEF PEOPLE OFFICER’S REVIEW
HR Forum momentum
The HR Forum formally met four times over the year, but
the real value lies in the momentum between meetings
– our HR teams are in regular contact, supporting one
another and collaborating across businesses.
Highlights this year include policy reviews, shared
benchmarking and progressing work on Group-wide
approaches to talent management. It’s a great example
of what we mean when we say we’re “more than the
sum of our parts”.
Our priorities for next year
As we look to 2026, our focus is on embedding our
Purpose and Keys, building on the progress we’ve made
and continuing to elevate the employee experience at
every stage of the journey.
Key areas of focus will include:
• Building on the Great Place to Work survey baseline
— engaging employees in creating solutions and
making changes, and ensuring engagement remains
an ongoing leadership priority.
• Broadening our DEI work — expanding initiatives and
deepening dialogue to create even more inclusive
workplaces as we bring #BeSomeone to life every
day for every employee.
• Continuing our journey of supporting leaders —
providing a clear framework to guide them, keys
to aid considered decision making, and focused
development plans to help them grow and lead
with purpose.
• Further waves of people policy updates — continuing
to raise the bar by setting modern, inclusive
standards across the Group.
Next year is about taking everything we’ve already set in
motion and making it even stronger, together.
Our long-term ambitions
Looking further ahead, our people strategy is fully
aligned with Norcros’ long-term growth plans. We know
that delivering operational excellence and customer
innovation starts with creating the right environment in
which our people will thrive.
Over the coming years, we are focused on:
• Building exceptional leadership at all levels across
all businesses.
• Creating a cohesive, joined-up recruitment and
career progression experience across the Group.
• Integrating our HR systems to deliver seamless,
insightful data and reporting.
• Equipping our teams with future-ready skills to meet
evolving customer and market needs.
• Strengthening our culture of innovation, insight,
and customer experience.
• Achieving external recognition as a “Best Workplace”
through Great Place to Work certification.
Summary
We know that real business strength is built by people.
This year, we have taken direct, measurable steps to
strengthen our culture, align our teams and expand
opportunities – making Norcros a place people choose
to be. We are proud of what we have achieved so far
– and even more committed to the journey ahead as
we continue to build a workplace where excellence,
inclusion and growth go hand in hand.
HELEN GOPSILL
Chief People Officer
11 June 2025
Words we can all live up to
Most large organisations have a stated purpose and values; forms of words for everyone to
believe in and follow. At Norcros, we were determined to ensure that everyone really would
believe in them – so we involved the whole business in developing them.
Instead of our leadership dreaming up a purpose and
values, and then pushing them through the business,
we took a collective approach. Through a series of
meetings and events involving people at all levels, we
exchanged ideas, and discussed potential themes
and key words. We considered questions such as
what we want Norcros to be about, why it exists and
how it can make a positive difference to people’s lives.
From all these sessions, a clear message emerged:
we are more than the sum of our parts. We live our
purpose by starting from a place of good, and by
doing so, we drive sustainable value creation for our
shareholders. We want to do good for society, and do
well out of it.
This forms the basis of our values, which we call the
Norcros Keys. They’re values that we apply in order:
Care, Courage, Connection and Common sense.
Because they were distilled from many multi-level
discussions, and not simply made up and imposed,
our Keys are grounded in our people. They’re unique
to us and help build a reputation that’s difficult
to copy.
Most importantly, the way we arrived at our
Purpose and Keys ensures the whole business can
feel committed to them – and use them as a guide
every day.
CASE STUDY
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CHIEF PEOPLE OFFICER’S REVIEW
CONTINUED
#BeSomeone – Bringing
Our Purpose to Life
This year, we brought our
employee value proposition
to life across the Norcros
Group through the launch of
our #BeSomeone campaign.
Rooted in our Purpose and
Keys, it’s about encouraging
every one of us to bring our
best selves to work – striving
for recognition, significance
and positive impact in
our roles.
To launch this campaign
and spark meaningful
conversations about what
#BeSomeone really means in
our day-to-day working lives,
we hosted a series of events
across the Group:
Management conference
We kicked things off by bringing together
senior management teams from across our UK
and Ireland businesses for a full-day event in
Manchester. The focus: the role of purpose in
leading our businesses and building a strong,
shared culture across the Group.
Employee roadshows
Next, we hit the road – seven stops across the
UK and Ireland, each celebrating what makes
that business special. These sessions reflected
the individuality of each brand, while reinforcing
how, together, we’re more than the sum of
our parts.
We’re just getting started…
This campaign launch is only the beginning. The real impact comes from how we
show up every day – living our purpose and using our Norcros Keys (Care, Courage,
Connection and Common Sense) to guide our decisions, actions and how we lead. It’s
about creating an environment where everyone can contribute and truly #BeSomeone.
Online event
Of course, we haven’t forgotten our brilliant
colleagues overseas or those who couldn’t attend
in person. A fully virtual version of the roadshow
will be available so that every colleague across the
Group has the opportunity to engage and reflect
on what #BeSomeone means for them.
Follow our journey and what’s coming next.
by connecting with us on LinkedIn.
Scan the code to see more
on our LinkedIn page.
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EMPLOYEE VALUE PROPOSITION LAUNCH
Introduction
This year, we continued to make strong progress in how we manage climate-related risks and opportunities
across the Group. Each of our brands has further developed its action plans and initiatives to support the
delivery of our Net Zero Transition Plan, aligned with our ambition to achieve net zero across the value
chain by 2040. Our Group targets also include ambitious near-term milestones to drive momentum.
The strategic disposal of Johnson Tiles UK – part of our shift
from tiles to wall panels – reflects how climate considerations
are actively influencing decision making across Norcros,
including in our portfolio development. We also launched
our Sustainable Products Framework this year, reinforcing
how ESG is embedded at the heart of our Group strategy.
More detail on the Framework can be found in our first
Sustainability Report, available at www.norcros.com.
We recognise that climate change presents both risks and
opportunities for our business and stakeholders. Our TCFD
Report outlines how climate considerations are embedded
into our risk management, strategic planning and decision-
making, aligned with our net zero ambition. We continue to
assess physical risk – such as heat stress, fire weather stress,
flood risk, storms and drought – through detailed bottom-up
site analysis using geospatial climate hazard mapping, whilst
also monitoring transition risks from a top-down perspective.
In line with the requirements of the Companies (Strategic
Report) (Climate-related Financial Disclosure) Regulations
2022 and UK Listing Rule 6.6.6(8), the following pages set
our compliance with all of the Task Force on Climate-related
Financial Disclosures (TCFD) recommendations and
recommended disclosures, as detailed in “Recommendations
of the Task Force on Climate-related Financial Disclosures”
(2017) and the additional guidance as set out in the TCFD
2021 Annex “Implementing the Recommendations of
the Task Force on Climate-related Financial Disclosures”
(TCFD Annex). Additionally, the Group has complied with the
requirements of sections 414CA and 414CB of the Companies
Act 2006 by including certain non-financial information
within the TCFD Report. The Group has indicated in the
following table which of the climate-related disclosures are
addressed by the TCFD recommended disclosures, alongside
the pages where these are located.
We consider our disclosure to be consistent and compliant
with all 11 of the TCFD recommendations.
TCFD recommendations reporting
Recommendation Recommended disclosures Reference C4 414CB
1
GOVERNANCE
Disclose the organisation’s
governance around climate-
related risks and opportunities.
a) Describe the Board’s oversight of climate-related risks
and opportunities.
Page 64 (a)
b) Describe management’s role in assessing and
managing climate-related risks and opportunities.
Page 64 (a)
CLIMATE-RELATED RISK
MANAGEMENT
Disclose how the organisation
identifies, assesses and
manages climate-related risks.
a) Describe the organisation’s process for identifying and
assessing climate-related risks.
Page 65 (d)
b) Describe the organisation’s processes for managing
climate-related risks.
Page 65 (e)
c) Describe how processes for identifying, assessing and
managing climate-related risks are integrated into the
organisation’s overall risk management.
Page 65 (f)
STRATEGY
Disclose the actual and
potential impacts of climate-
related risks and opportunities
on the organisation’s
businesses, strategy and
financial planning where such
information is material.
a) Describe the climate-related risks and opportunities the
organisation has identified over the short, medium and
long term.
Pages
68 to 75
(b)
b) Describe the impact of climate-related risks and
opportunities on the organisation’s businesses, strategy
and financial planning.
Pages
68 to 75
(b)
c) Describe the resilience of the organisation’s strategy,
taking into consideration different climate-related
scenarios, including a 2°C or lower scenario.
Page 67 (c)
METRICS AND TARGETS
Disclose the metrics and targets
used to assess and manage
relevant climate-related risks
and opportunities where such
information is material.
a) Disclose the metrics used by the organisation to assess
climate-related risks and opportunities in line with its
strategy and risk management process.
Page 75 (h)
b) Disclose scope 1, scope 2, and, if appropriate, scope 3
greenhouse gas (GHG) emissions, and the related risks.
Pages
76 and 78
(h)
c) Describe the targets used by the organisation to
manage climate-related risks and opportunities and
performance against targets.
Page 75 (g)
1 Reference to consistency with The Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022
In 2026, we expect to ship
20% of inbound freight using
eco-fuel that emits 85%
less greenhouse gases than
traditional fossil fuels.
HELENE ROBERTS
MD UK and Ireland
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TASK FORCE ON CLIMATE-RELATED
FINANCIAL DISCLOSURES (TCFD)
Board
The Board of Directors oversees and is ultimately
accountable for progress against our Net Zero Transition
Plan and our wider sustainability strategy, as well as
reviewing and managing the climate-related risks and
opportunities of the Group. The Board is kept informed of
climate-related matters through regular scheduled updates
at Board meetings with ESG (including climate change) on
the agenda at least twice a year. Our ESG advisors, CEN-
Group, also help to keep the Board updated on any emerging
sustainability or specific climate-related regulations. The
Board monitors and oversees progress of the Group’s
sustainability performance through the ESG Forum updates
and the Management Information (MI) Framework, which
includes monitoring the Group’s emissions (scopes 1, 2 and 3).
The Audit and Risk Committee supports the Board in
ensuring climate-related issues are integrated into the
Group’s risk management process. Climate-related risk
assessments are conducted twice a year and are fully
incorporated into the Group’s principal risk process.
Materially significant risks, including climate-related risks,
that fall outside risk appetite levels need to be reviewed
and approved by the Board unless treatment actions can
bring them in line with the appropriate risk appetite level, as
outlined below.
Management
As climate-related issues are fundamental to the Group’s
business purpose, the Chief Executive Officer has overall
responsibility for their oversight, ensuring climate-related
issues are considered in the review of Norcros’ strategy,
budget and business. The Chief Executive Officer is also
responsible for reporting on progress to the Board, which
is done at two Board meetings a year. The Chief Executive
Officer and the Executive team are informed about
climate-related issues on a quarterly basis by the Corporate
Development and Strategy Director, who reports on the
matters discussed at the ESG Forum. The ESG Forum
comprises representatives from each of the brands within the
Group. The Group-level net zero targets have been cascaded
to each brand so there is accountability throughout the
organisation. The costs of climate-related initiatives for each
brand are included in their annual budgeting process, with
net zero targets considered during new product development
and associated capital expenditure. The Executive team will
review the carbon reduction plans to deliver the emissions
targets in each brand each year and monitor progress of key
milestones twice a year in the ESG Forum.
ESG Forum
The ESG Forum convenes quarterly with one in-person
meeting per annum. Led by the Corporate Development
and Strategy Director, these meetings serve as a platform to
track progress on our Net Zero Transition Plan and, crucially,
to exchange ideas, challenges and best practices across
the Group. The ESG Forum is responsible for assessing and
managing climate-related issues, reviewing progress against
the Group’s ESG MI Framework, directing action in their
respective brands and feeding back data, achievements
and barriers to be resolved. They promote awareness of,
and action on, sustainability within the Group and promote
a consistent approach to sustainability communication and
data to meet external disclosure requirements.
Representatives of the ESG Forum are informed by
operational and project teams within their brands.
The brands have their own structures in place to monitor
and implement carbon reduction programmes.
With our Net Zero Transition Plan and wider ESG KPIs in
place, we will consider the need for further KPIs and targets
and aligning staff incentives.
Sustainability metrics
and progress
BOARD
Twice yearly agenda items
EXECUTIVE
MANAGEMENT
(quarterly)
BRAND OPERATIONS
AND PROJECT TEAMS
ESG FORUMS
(UK and SA)
Goals and objectives
ESG risks, and particularly climate-related risks within this,
are classed as a principal risk by the Group. Climate-related
risks and opportunities were assessed and prioritised on
the existing Group five-point risk scoring criteria for both
financial impact and reputation impact (minimal, low,
intermediate, high, severe) and for likelihood (remote, unlikely,
possible, likely, certain).
Overall risk scores are calculated as the multiple of impact
and likelihood. Likelihood is based on the probability of the
risk crystallising and affecting the business at least once
during a three-year period and the longer time horizon
of some climate-related risks is thus reflected in a lower
likelihood score. By using the existing Group risk framework,
climate-related risks are fully integrated into the current
risk management framework and the relative significance
of climate-related risks in relation to other risks can
be determined.
Climate-related transition risks tend to impact the Group
in a top-down manner. These are identified and shortlisted
in collaboration with internal stakeholders and senior
management, in conjunction with the ESG Forum. This
analysis includes a horizon scanning exercise to incorporate
policy and legal risks, and is refreshed annually to include any
changes to the business, external regulatory developments
or operating conditions.
Climate-related physical risks were assessed using a bottom-
up site-level risk assessment using geospatial natural
hazard mapping software, the Munich Re Location Risk
Intelligence Tool.
A summary of key risks in the individual brands and
corporate risk registers is presented to the Audit and Risk
Committee at each meeting. In addition, a Group-level risk
review, which identifies and reviews Group-level strategic
risks, is completed at least annually.
The decision to control or accept risks is partially determined
by the nature of the risk and its scoring. Management
regularly reviews risk exposure against defined acceptable
risk appetite levels and develops remedial actions, with target
dates, to address risks scoring higher than the accepted
risk appetite level. Except for “strategic”, “operational” and
“commercial” risks, which carry a medium risk appetite,
all other risk types carry a low risk appetite. Risks scoring
outside of these risk appetite levels require treatment actions
to bring them in line with the appropriate risk appetite
level, or they need to be reviewed and approved by Board
Directors. Further detail is included in the Risk Management
section on pages 78 and 79.
GOVERNANCE
CLIMATE-RELATED RISK MANAGEMENT
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TASK FORCE ON CLIMATE-RELATED
FINANCIAL DISCLOSURES (TCFD) CONTINUED
We consider risks and opportunities in all physical and
transition categories outlined in the TCFD guidance risks,
under current and emerging regulatory requirements, and
whether they occur within our own operations, or upstream
and downstream of the Group. Our process for identifying,
assessing, prioritising and monitoring climate-related risks
has remained unchanged from our previous reporting period.
In the following tables, we have identified and expanded on
a number of key risks and opportunities that could have a
material financial impact on the Group.
Climate-related scenario analysis has been used to improve
our understanding of the behaviour of certain risks to
different climate outcomes. This year we have reviewed the
risks and opportunities identified as part of our full scenario
analysis carried out in 2023. This review complements the
work carried out in 2023 and provides updates for any risks
or opportunities that have changed throughout the year.
For the transition risks and opportunities, we have used the
following climate-related scenarios from the International
Energy Agency. Transition risks are generally greater (more
likely and with greater impacts) in the lower carbon scenario
compared to the higher carbon scenario.
• Net Zero 2050 (NZE)
1
: an ambitious scenario that sets
out a narrow-but-achievable pathway for the global
energy sector to achieve net zero CO
2
emissions by 2050.
This meets the TCFD requirement of using a “below 2°C”
scenario and is included as it informs the decarbonisation
pathways used by the SBTi, which validates corporate net
zero targets and ambition.
• Stated Policies Scenario (STEPS)
1
: a scenario that
represents the roll forward of already-announced policy
measures. This scenario outlines a combination of
physical and transition risk impacts as temperatures rise
by around 2.5°C by 2100 from pre-industrial levels, with a
50% probability. This scenario is included as it represents
a base case pathway with a trajectory implied by today’s
policy settings.
Physical risks were analysed using three scenarios from
the Intergovernmental Panel on Climate Change (IPCC)
embedded in the Munich Re software platform used to
analyse physical risks of climate change:
• RCP 2.6
2
: a climate-positive pathway, likely to keep
global temperature rise below 2°C by 2100. CO
2
emissions
start declining by 2020 and get to zero by 2100.
• RCP 4.5
2
: an intermediate and probably baseline
scenario more likely than not to result in global
temperature rise between 2°C and 3°C by 2100 with a
mean sea level rise 35% higher than that of RCP 2.6.
Many plant and animal species will be unable to adapt to
the effects of RCP 4.5 and higher RCPs. Emissions peak
around 2040, then decline.
• RCP 8.5
2
: an extreme scenario where global
temperatures rise between 4.1–4.8°C by 2100. This
scenario is included for its extreme impacts on physical
climate risks as the global response to mitigating climate
change is limited.
STRATEGY
Time horizons
Climate-related scenario analysis
The time horizons of where our climate-related risks and opportunities are expected
to first occur are:
Short term:
2025 to 2027
Medium term:
2028 to 2034
Long term:
2035 to 2050
Aligned with our current strategic
planning and incorporates our
planned capital expenditures.
Aligned to where we will most
likely see the impact of regulatory
frameworks such as carbon pricing,
the technology life cycle and our
interim emission reduction targets.
Aligned to the UK Government’s
Net Zero pledge, allowing
incorporation of the useful life of
our property assets, physical and
transition risk time horizons and the
Group’s net zero target.
These scenarios have been supplemented with additional
sources that are specific to each risk to inform any
assumptions included in projections. Our scenario analysis
includes qualitative, and some quantified impacts where
the underlying data is available and where the current
understanding of the risks is robust. We continue to work on
quantifying our risks and opportunities by regularly reviewing
the assumptions and estimates required.
We have analysed the climate-related risks under all our
chosen scenarios and identified plans to mitigate against
the impacts of these risks, as well as take advantage
of opportunities. They have been incorporated into our
transition pathway to net zero and into brand, management
and the Board’s strategic framework within our current
budget. We are confident that implementation of these
actions will result in a business resilient to the discussed
climate-related risks and well positioned to maximise the
opportunities identified.
Our view is that significant financial planning or budgetary
change as a result of climate change is not likely to be
required and our emission reduction plan will not incur
material capital expenditure or operational disruption.
Partially as a result of previously identifying resource-
efficient products as a significant strategic opportunity, we
have focused on creating our new Sustainable Products
Framework. As we anticipate this becoming an increased
focus of customers in the future, we will look to focus
investment into sustainable products, increasing their
proportion of our overall revenue.
1 IEA (2023), Global Energy and Climate Model, IEA, Paris https://iea.blob.
core.windows.net/assets/ff3a195d-762d-4284-8bb5-bd062d260cc5/
GlobalEnergyandClimateModelDocumentation2023.pdf
2 IPCC (2014), Climate Change 2014: AR 5 Synthesis Report. Contribution of Working
Groups I, II and III to the Fifth Assessment Report of the Intergovernmental Panel
on Climate Change
Transition risks and opportunities
Net Zero 2050
(NZE)
Stated Policies
Scenario
(STEPS)
Physical risks
RCP
2.6
RCP
4.5
RCP
8.5
<2°C 2.5°C
<2°C 4.1–4.8°C2–3°C
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TASK FORCE ON CLIMATE-RELATED
FINANCIAL DISCLOSURES (TCFD) CONTINUED
Five transitional and two physical climate-related risks have been identified that could have a material
impact on our business. Carbon pricing in our value chain (which relies on decarbonisation across the
supply chain) is the most material to our operations. Our Net Zero Transition Plan and emissions reduction
initiatives form the basis of our mitigation strategies.
Keys
Time horizon (Short term) Time horizon (Medium term) Time horizon (Long term) Likelihood
Impact measure (Low) Impact measure (Intermediate) Impact measure (High) Risk rating
RISKS
Transitional risks
TCFD category: Transition (current and emerging regulation)
Carbon pricing (“carbon tax”) in own operations
The Group operates in multiple jurisdictions, with a focus on
climate change. We view the implementation of operational
carbon pricing as a certainty, which is applied to our gas and
electricity used, particularly in tile manufacturing. We expect
significant but gradual price increases in the medium term, with
greater forecast price rises in the NZE scenario. The introduction
of Carbon Border Adjustment Mechanism (CBAM) regulations
in the EU and the UK will impose carbon prices on companies
importing certain goods into those markets. As a result, some of
Norcros’ operations may face increased costs. The magnitude
of this impact is, at present, uncertain due to changing
regulation from the European Commission, however Norcros
remains cautious of the situation. In addition, the South African
Treasury is considering the use of fines if companies exceed
their approved carbon budgets. Our exposure to carbon taxes
is mitigated by our Net Zero Transition Plan. We have calculated
the costs to the Group based on International Energy Agency
carbon price forecasts across our short, medium and long-term
time frames, and in the NZE and STEPS scenarios. We assume
emissions decline in line with our Net Zero Transition Plan (scope
1 and 2 emissions reduce by 33.6% by 2028 (from a 2023 base)
and by 90% by 2040). Our analysis concludes that the impact
of carbon pricing increases over time and is significantly higher
under the NZE scenario.
Mitigation: Key near-term scope 1 actions include
increased electrification and resource efficiency.
Initiatives to reduce scope 2 include on-site and
purchased renewable electricity. The disposal of
Johnson Tiles UK has also led to a significant reduction
in the Group’s scope 1 and 2 emissions, whilst the
strategic decision to shift from tiles to wall panels will
also reduce the Group’s carbon intensity in the future.
These decisions have future-proofed our exposure to
carbon pricing in our own operations and reduced the
exposure to this risk.
Business area
Own operations
Time horizon
Medium term
Impact measure
Low (3)
Location
UK and South Africa
manufacturing brands
Primary potential
financial impact
Higher costs associated
with energy
Likelihood
Certain (5)
Risk rating
15
Measurement
Scope 1 and 2 emissions
TCFD category: Transition (emerging regulation)
Carbon pricing in the value chain
Large parts of our supply chain include the processing of primary
metals and building materials. New, low-emission production
processes are still being developed for commercial use, which
could lead to increased costs in our supply chain. Emissions-
intensive basic materials industries are also exposed to global
regulatory and policy decisions in the drive to reduce emissions,
and these changing policies may also impact our supply chain.
This includes the previously mentioned CBAM regulations which
will impose a carbon price on EU importers of certain goods,
including aluminium, iron and steel. As such, companies within
Norcros’ value chain may be subject to increased costs resulting
from carbon pricing mechanisms.
There is a risk of increased charges from the UK government
in the future on packaging through Extended Producer
Responsibility. The government has mechanisms for increasing
the tax through modulation. We expect some of the resulting
price increases to be passed on to our customers but, at this
stage, there is little visibility on the extent of our ability to do so.
Using the emissions reduction pathway in our Net Zero Transition
Plan, and carbon price estimates as above, we conclude the
impact is higher in the NZE scenario.
Mitigation: The diversity of supply sources reduces
this risk to the Group. Our Supply Chain Policy sets
out our expectations to our value chain partners on
environmental issues, and our Sustainable Products
Framework helps us classify products that can
potentially reduce our value chain emissions exposure.
We expect our key suppliers to be ISO 14001 certified, or
working towards an equivalent certification standard,
as well as implementing energy reduction initiatives.
In addition, suppliers must attain minimum standards
for water, waste and biodiversity conservation. We
engage with our suppliers regularly to consider lower
embodied carbon inputs (where the raw materials used
have acceptable technical qualities with lower carbon
emissions). These are amongst the initiatives in our
Net Zero Transition Plan that reduce the net impact of
carbon pricing in our value chain.
Business area
Upstream
Time horizon
Medium term
Impact measure
Intermediate (5)
Location
Global, all brands
Primary potential
financial impact
Increased cost of purchased
goods and inbound
transportation
Likelihood
Certain (5)
Risk rating
25
Measurement
Scope 3 emissions
(Category 1)
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RISKS
TCFD category: Transition (market and reputation)
Reliance on third parties or technologies to decarbonise
Achievement of our net zero target in 2040 relies on certain
factors beyond our control, for instance, the decarbonisation
of electricity grids, suppliers and retail partners meeting
decarbonisation timelines and the development of zero
emissions transportation. In particular, we are reliant on
new technology to develop alternative fuels to run kilns (e.g.
biogas or hydrogen) and require the purchase of electricity
generated from renewable sources in South Africa, which
is less readily available than in the UK. If competitors are
quicker to innovate, this may have a negative impact on the
Group. We expect this risk to be lower in the NZE scenario,
where we expect higher capital expenditure and research
and development spending on new technologies to reduce
global emissions.
Mitigation: We work collaboratively with retailers and
engage with governmental and industry bodies to shape
supply chain decarbonisation policy. We continue to invest in
research and development and monitor the development of
low-carbon raw materials and technologies. In addition, the
Group’s strategic decision to shift from tiles to wall panels
was partially a climate-related decision. As well as reducing
the overall emissions and energy intensity of the Group, we
are now less dependent on new third-party technologies to
decarbonise our operations.
Business area
Own operations and upstream
Time horizon
Medium term
Impact measure
Low (3)
Location
Global, all brands
Primary potential
financial impact
Higher costs, lower revenue
Likelihood
Certain (5)
Risk rating
15
Measurement
Scope 3 emissions
TCFD category: Transition
Cost of capital linked to sustainability criteria
Providers of capital (investors and banks) are increasingly
incorporating sustainability into their assessments, which
represents a risk to the availability and cost of capital.
The Group’s existing £130m multicurrency revolving credit
facility (which runs to October 2027) means the risk is
minimal in the short term. However, over the medium term,
investors and banks are expected to be more stringent
and withdraw funding or apply punitive charges if ongoing
targets on emission reduction are not aligned to their own
net zero targets.
Mitigation: We continue to engage in dialogue with lenders,
rating agencies and investors to ensure our climate change
disclosures are in line with the latest regulatory requirements.
Our progress towards our own emission reduction target
of net zero by 2040, as well as disclosure of ESG-related
metrics and targets, should ensure the net impact is minimal.
Business area
Own operations
Time horizon
Medium term
Impact measure
Low (3)
Location
Global, all brands
Primary potential
financial impact
Higher cost of capital
Likelihood
Likely (4)
Risk rating
12
Measurement
Scope 1, 2 and 3 emissions,
UK interest rates
TCFD category: Transition
Customer and consumer pressure
Driven by industry standards and government regulation,
large retailers and homebuilders require suppliers to be
at the forefront of embodied carbon reduction and in the
reduction of energy and water in use by their products.
Several of our customers now require their suppliers to have
set SBTi-aligned net zero targets. As we approach our 2028
emissions reduction targets, pressure from customers may
increase with higher expectations on our sustainability
performance and results. There is a medium-term risk that
some product lines are no longer of interest to customers
aligning their product portfolios to zero carbon homes and
net zero targets. We expect this risk to increase as customers
and consumers apply stringent sustainability criteria to their
purchasing decisions.
Mitigation: We engage with customers and brands to
ensure new products are designed to meet changing
customer requirements, ensuring our targets are aligned
with theirs and meet internal and external environmental
requirements. Our new Sustainable Products Framework
classifies our products against their sustainability criteria
and enables us to track total revenue derived from low-
carbon products. Specific initiatives include, for example,
Triton providing consumers a water and energy savings
calculator and incorporating recycling and minimisation of
waste into packaging design, and Abode ensuring all new
products are flow limited and compliant with the Mandatory
Water Efficiency Labelling Scheme, anticipating customer
requirements. These actions limit the net impact of this risk.
Business area
Downstream
Time horizon
Medium term
Impact measure
Low (4)
Location
Global, all brands
Primary potential
financial impact
Lost revenue
Likelihood
Likely (4)
Risk rating
16
Measurement
Scope 3 emissions
Keys
Time horizon (Short term) Time horizon (Medium term) Time horizon (Long term) Likelihood
Impact measure (Low) Impact measure (Intermediate) Impact measure (High) Risk rating
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We have identified four climate-related opportunities with the potential to materially benefit our business.
Of these, the most significant are both product-related: (i) resource-efficient manufacturing and (ii)
resource-efficient product design. These sit at the heart of our Net Zero Transition Plan and Sustainable
Products Framework, which outline how we are actively positioning the Group to innovate, lead and grow
in a low-carbon economy.
TCFD category: Product and services
Product design – resource efficient manufacturing
We have developed our Sustainable Products Framework
to enable us to classify our products according to their
sustainability attributes. Products manufactured through
energy-efficient processes with recycled raw materials are
classified as “sustainable” and are part of our Net Zero
Transition Plan. Our customers increasingly require us to
provide data on embodied carbon in our products and this
framework helps us focus our portfolio towards products
with lower embodied carbon. We also work with suppliers to
“design out” carbon, continually searching for alternative,
lower-carbon raw materials. We believe these actions will,
over time, enable us to become preferred suppliers to our
key customers and grow market share, and we expect this
opportunity to be larger in the NZE scenario, where demand
for “sustainable” manufacturing processes is higher.
Impact: Our brands have various initiatives underway to
improve resource efficiency, which will enable us to remain
market leaders with our environmental sustainability
attributes acting as a significant competitive advantage.
For example, Grant Westfield, who already have 100%
recyclable panels, have recently obtained an Environmental
Product Declaration for their new Naturepanel collection. All
Naturepanels are FSC certified with a 30-year lifespan. The
process required Grant Westfield to complete a full life cycle
analysis, including raw materials, energy, transportation, use
and disposal.
Business area
Own operations and
downstream
Time horizon
Medium term
Impact measure
Intermediate (6)
Location
Global, all brands
Primary potential
financial impact
Increased sales/
decreased costs
Likelihood
Likely (4)
Opportunity rating
24
Measurement
Scope 3 emissions,
revenue from energy-
efficient products
(green revenue)
Physical risks
TCFD category: Physical (chronic)
Flood risk
The Munich Re Location Risk Intelligence Tool was
used to assess physical climate risk, and identified six
sites in the RCP 8.5 scenario of having a high or very
high likelihood of flooding. These were located in South
Africa, the UK and China. Of the six sites identified, one
(the Grant Westfield headquarters in Edinburgh) is a
manufacturing facility, and hence could have the highest
impact due to its significant revenue contribution to
the Group. The rest are sales or administrative in nature
and could be more easily relocated in case of potential
flooding or other significantly disruptive climate event.
Mitigation: All our brands have business continuity and
recovery plans that monitor risks to staff and premises from
meteorological events. Additionally, most sites have flood
damage insurance cover with limits that reflect the magnitude
of risk, and the diversified locations means it is unlikely that
more than one of the identified sites would flood at any
given time.
Business area
Own operations
Time horizon
Long term
Impact measure
Low (4)
Location
South Africa, UK, China
Primary potential
financial impact
Higher costs/disruption
of production
Likelihood
Unlikely (2)
Risk rating
8
Measurement
Meteorological forecasting
TCFD category: Physical (chronic)
Water scarcity
Despite issues regarding water scarcity persisting in
Cape Town, South Africa, none of our sites are at very
high risk of water scarcity. Only in the RCP 8.5 scenario
is one of our sites assessed considered to be at “very
high” risk of future water stress. This site was located
within Cape Town, South Africa, and produces adhesives
for the manufacture of tiles, and is not particularly
water intensive.
Mitigation: Management closely monitors the supply of water
as Cape Town has had serious water scarcity issues in recent
years. To date, this has not impacted production at the facility
and, therefore, the operation has presented resilience to the
risk. If insufficient water was available, management would
source from other locations in South Africa that are also
used to manufacture adhesives. Additionally, a large water
tank was installed at the Olifantsfontein site, which is fed
from the municipal mains, providing storage to smooth out
supply challenges.
Business area
Own operations
Time horizon
Long term
Impact measure
Low (3)
Location
South Africa
Primary potential
financial impact
Higher costs/disruption
of production
Likelihood
Unlikely (2)
Risk rating
6
Measurement
Annual freshwater
resource levels
RISKS OPPORTUNITIES
Keys
Time horizon (Short term) Time horizon (Medium term) Time horizon (Long term) Likelihood
Impact measure (Low) Impact measure (Intermediate) Impact measure (High) Risk rating
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TCFD category: Products
Product design – resource efficient products
Products that are energy or water efficient will reduce
customer and consumer energy use and help reduce scope
3 emissions. As part of our Sustainable Products Framework,
we focus resources on the development of products
that reduce energy and water in use for our consumers.
Innovative product design is key to continued revenue
growth and also helps to maintain competitive positioning.
We expect the size of the opportunity to be higher in the
NZE scenario as demand for sustainable products increases
and consumers are focused on their own carbon footprints.
Impact: To maximise this opportunity, we target research,
development and marketing spend and collaborate with key
clients to develop and sell best-in-class, resource-efficient
products. Triton’s eco models save water and energy
compared to more conventional showers. Triton’s ENVi®
shower is designed to help customers make water and
energy savings. ENVi® is externally certified with an eco
button, which reduces shower time by one minute, saving
water, money and reducing the customer’s carbon footprint.
Business area
Own operations and
downstream
Time horizon
Medium term
Impact measure
High (8)
Location
Triton, Abode
Primary potential
financial impact
Increased sales
Likelihood
Likely (4)
Opportunity rating
32
Measurement
Scope 3 emissions,
revenue from energy
efficient products
(green revenue)
TCFD category: Energy source
Green generation
We aim to reduce our reliance on third-party electricity.
This offers an opportunity to become less dependent on
the national grid which, particularly in South Africa, has
a low proportion of renewable energy. We expect this
opportunity to be more significant under the NZE scenario,
with increased investment in alternative energy technologies
forecast, which should reduce unit costs.
Impact: Ten Tile Africa stores have been fitted with
solar panels this year and all new lease agreements will
require landlords to commit to solar installations. We are
also investigating purchased renewable electricity in our
remaining brands in both the UK and South Africa, which
could reduce our market-based emissions to zero. In South
Africa, contracting guaranteed renewable electricity supply
via long-term power purchase agreements or energy
wheeling is one of the largest opportunities for us.
Business area
Own operations
Time horizon
Medium term
Impact measure
Intermediate (5)
Location
Global, all brands
Primary potential
financial impact
Decreased operating costs
Likelihood
Likely (4)
Opportunity rating
20
Measurement
Energy used from
renewable sources
TCFD category: Resource efficiency
Transportation
Decarbonisation of our distribution and depot fleets would
help to reduce scope 1 emissions and is a key component of
our Net Zero Transition Plan. This may require transitional
investment and further technological development,
especially for zero emissions heavy goods vehicles. We
expect this opportunity to be more significant under the
NZE scenario, with increased investment in alternative
energy technologies forecast, which should reduce
unit costs.
Opportunity may arise through a reduction in current
environmental taxes from an agreement for the use of eco
shipping fuel being applied across Norcros UK businesses.
This year, Norcros will be using eco-fuel for 20% of our
shipping requirements, reducing our shipping emissions.
Impact: Electrification of our fleet is a key part of our
transition plan. Our brands have already made good
progress on their targets to transition to low-carbon vehicles.
We also expect our third-party logistic suppliers to move
away from internal combustion engines to electric vehicles,
thus reducing our scope 3 upstream and downstream
transportation and distribution emissions, although we
expect the bulk of this reduction in the medium term. We
are reliant on global trends in this area and our Net Zero
Transition Plan to 2040 includes a reduction in the carbon
intensity of inbound and outbound freight. Maersk shipping
data is also now used to provide more granular information
on our logistics emissions data in the UK.
Business area
Own operations, upstream
and downstream
Time horizon
Near/medium term
Impact measure
Low (4)
Location
Global, all brands
Primary potential
financial impact
Decreased costs
Likelihood
Likely (4)
Opportunity rating
16
Measurement
Scope 1 and 3 (upstream and
downstream transportation
and distribution)
OPPORTUNITIES
Keys
Time horizon (Short term) Time horizon (Medium term) Time horizon (Long term) Likelihood
Impact measure (Low) Impact measure (Intermediate) Impact measure (High) Risk rating
METRICS AND TARGETS
Our full carbon footprint is reported in alignment with the
Greenhouse Gas Protocol on pages 76 and 77. In addition,
we report on our emissions intensity, total consumption
of electricity, renewable electricity, gas and water, and
treatment of waste in our separate Sustainability Report. We
continue to monitor our climate exposure and action plans
through our risk management framework and governance
structure. Our main climate-related objectives are monitored
through our ESG MI Framework through the year and
reported to and reviewed by the Board.
We have science-based targets across scopes 1, 2 and 3
which were validated by the SBTi in January 2024. These
affirm our long-term commitment to net zero across the
value chain by 2040. In addition, each brand has a specific
interim target for 2028 that provides a clear path to emission
reduction through to 2028 and beyond. For further details
on our climate targets please see the Norcros Net Zero
Transition Plan in our new Sustainability Report.
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CONTINUED
Energy efficiency initiatives
We continue to implement energy efficiency initiatives across
the Group to reduce our carbon footprint. Highlights from
this year include:
• Croydex replaced all office windows with new double
glazing to improve thermal efficiency and reduce heating
demand. New air conditioning units are being phased in,
expected to further increase energy efficiency.
• MERLYN retrofitted LED lighting in its head office and
warehouse. EV chargers were also installed at the office
and in the homes of employees driving electric vehicles.
• Triton connected its building control system to the
warehouse and production gas heaters, which is
anticipated to reduce gas heating consumption by 25%.
Two electric forklifts were replaced, with expected energy
savings of 400kWh, and 55% of their vehicle fleet is
now electric.
• Norcros South Africa continued its programme to replace
older air conditioning units with more energy-efficient
models using lower-impact refrigerants. Thirty Tile Africa
branches now operate Inverter air conditioning units. At
Johnson Tiles South Africa, the spray drier was upgraded
to increase energy efficiency.
Energy and emissions overview
Following the sale of Johnson Tiles UK, the Group’s
market-based scope 1 and 2 emissions decreased by 14%.
The Group’s overall energy use decreased 26% compared to
2024, primarily due to the Johnson Tiles UK disposal. Natural
gas continues to account for much of our energy use (83%)
as a result of tile manufacturing at Johnson Tiles South Africa.
Across the other business units, there has been an increase
in electricity consumption reflecting a growing adoption of
hybrid and electric vehicles across the businesses.
In the UK, scope 1 and 2 emissions reduced by 46%, driven by
a 17% increase in renewable energy procurement and a 43%
reduction in scope 1 emissions. Changes to Grant Westfield’s
distribution model and increased use of EV and hybrid
vehicles played a significant role in this improvement.
The disposal of Johnson Tiles UK did not materially affect our
scope 3 emissions, as the brand accounted for just 1% of the
Group’s scope 3 total in 2024.
The use of our sold products accounts for 74% of our total
emissions, and is driven by electricity use from Triton’s
showers and gas use from House of Plumbing’s geysers.
Our absolute scope 3 emissions decreased 4% year on year,
principally due to a reduction in category 11 emissions (use
of sold products) resulting from changes in our sales mix and
reductions in grid intensity.
Overall, the Group’s market-based scope 1, 2 and 3 emissions
have decreased by 5%.
The table below has been prepared for the reporting
period of 1 April 2024 to 31 March 2025 (referred to
throughout this section as 2025) using the reporting
period of 1 April 2023 to 31 March 2024 for comparison
(referred to as 2024). We report on all of the material
emission sources in line with an operational control
approach method, as required in Part 7 under
the Companies Act 2006 (Strategic Report and
Directors’ Report) Regulations 2013 and under the
UK’s Streamlined Energy and Carbon Reporting
(SECR) requirements.
Greenhouse gas (GHG) emissions are in CO
2
e, including
GHGs in addition to carbon dioxide and include our
Group office and all brands. Scope 1 and 2 data has been
calculated from monthly measured data (e.g. fuel and
electricity use) using the appropriate conversion factors
in accordance with the principles and requirements of
the World Resources Institute (WRI) GHG Protocol: A
Corporate Accounting and Reporting Standard (revised
version) and Environmental Reporting Guidelines:
Including Streamlined Energy and Carbon Reporting
requirements (March 2019). To calculate scope 1
emissions, DEFRA 2024 emissions factors have been
used. Scope 2 emissions have been calculated using both
a location-based and market-based approach, utilising
DEFRA 2024, IEA 2024 or Association of Issuing Bodies
(AIB) 2023 residual factors where appropriate. We have
also factored in situations where sites produce their own
renewable electricity or purchase electricity supported
by contractual instruments, such as Renewable Energy
Guarantee Origin (REGO).
We are reporting our scope 3 emissions with guidance
from the GHG Protocol Corporate Value Chain (scope
3) Accounting and Reporting Standard and the GHG
Protocol Technical Guidance for Calculating scope 3
Emissions, as required.
In line with the Greenhouse Gas Protocol, we continue to
review our reporting in light of any changes in business
structure, calculation methodology and the accuracy
or availability of data. Due to recognised inherent
uncertainties in calculating scope 3, we have adopted a
continuous improvement approach. We will continue to
review our processes and disclose any restatements in a
timely and transparent manner.
2025 2024
UK
Global
(exc. UK) Group total UK
Global
(exc. UK) Group total
GHG emissions (tCO
2
e)
Total scope 1 (tCO
2
e) 981 29,701 30,682
11,701 29,664 41,365
Scope 2 location-based (tCO
2
e) 616 23,629 24,245
3,035 21,589 24,624
Scope 2 market-based (tCO
2
e) 79 23,609 23,688 238 21,565 21,803
Total scope 1 & 2 location-based (tCO
2
e) 1,597 53,330 54,927 14,736 51,253 65,989
Total scope 1 & 2 market-based (tCO
2
e) 1,060 53,310 54,370 11,939 51,229 63,168
Total scope 3 (tCO
2
e) – – 813,079 – – 847,870
Total scope 1, 2 & 3 location-based (tCO
2
e) – – 868,006 – – 913,859
Total scope 1, 2 & 3 market-based (tCO
2
e) – – 867,449 – – 911,038
Scope 1 & 2 market-based GHG emissions intensity ratio
(per Group turnover) (£m) – – 148 – – 162
Energy consumption (kWh)
Total electricity consumption (kWh) 2,956,176 24,122,800 27,078,976 14,778,890 24,111,895 38,890,785
Total renewable energy consumption (kWh) 2,731,270 82,766 2,814,036 14,118,696 85,234 14,203,930
Total non-renewable energy consumption (kWh) 5,133,688 184,938,528 190,072,216 62,823,898 184,568,014 247,391,912
Total energy consumption (kWh) 7,864,958 185,021,294 192,886,252 76,942,594 184,653,248 261,595,842
% renewable electricity from total electricity 92% 0% 10% 96% 0% 37%
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SECR STATEMENT
Risk management
Supporting sustainable business
objectives through embedded and
proactive risk management.
The proactive management of risk remains a priority for
the Group, helping to sustain the long-term success of the
business. A range of potential risks and uncertainties could
have a material impact on the Group’s performance. The
objective of our risk management framework is to support
the business in achieving its strategic and operational goals
through the identification, monitoring and appropriate
treatment of risks, within clearly defined risk appetite levels
for each category.
Mitigated risk scores
Risk management process
We have an integrated top-down and bottom-up
risk management process:
GROUP AUDIT AND RISK COMMITTEE
Risk management framework independent
oversight and challenge
Reviews and monitors the management of
principal risks and material controls
RISK MANAGEMENT GROUP
Executive-level risk management framework
review and risk management implementation
Reviews principal risks and material controls and
identifies actions
GROUP INTERNAL AUDIT
AND RISK ASSURANCE
Provides independent, objective assurance
Facilitates business risk reviews.
Reports on principal risks and uncertainties,
and material controls
GROUP
Strategic risk management
Identification, management, review, monitoring
and reporting of Group risks and uncertainties,
and material controls
1
Acquisitions
7
Reliance on production
facilities
2
ESG: stakeholder and
reporting requirements
8
Loss of key supplier
3
Staff retention and
recruitment
9
Exchange rate risk
4
Market conditions
10
Funding and liquidity risk
5
Loss of key customers
11
Pension scheme risk
6
Competition
12
Cyber security
Low
High
Minor Severe
Impact
Likelihood
1
5
6
7
8
11
10
9
12
3
2
4
Risk management framework
How we manage risk
Our risk management activities are part of a flexible and
robust governance framework, owned by the Board, overseen
by the Audit and Risk Committee, and embedded at an
operational level. It consists of the following key elements:
Defined risk responsibilities:
BOARD
Holds overall responsibility for the risk management
framework.
AUDIT AND RISK COMMITTEE
Provides oversight, challenge and independent assurance
on all aspects of the risk management framework. Receives
regular reports from the Risk Management Group.
RISK MANAGEMENT GROUP
Comprised of the Chief Executive Officer, Chief Financial
Officer, Chief Legal Officer, and the Managing Directors of
the UK & Ireland and South Africa, facilitated by the Head
of Group Internal Audit and Risk Assurance. This group
establishes the risk management framework, defines the
Group’s Risk Management Policy, sets risk appetite levels,
leads on risk culture, and regularly reviews principal risks,
emerging risks and material controls, identifying appropriate
actions to be taken to maintain risks within defined appetite
levels.
MANAGEMENT
Responsible for the day-to-day operational management of
risk, in line with Group policies and reporting procedures.
Defined risk policies and reporting procedures:
• Formal Board-approved Group Risk Management Policy
• Defined risk appetite levels and metrics for each category
of risk
• Standardised, regular risk reviews and embedded
risk reporting
• Divisional support from Head of Group Internal Audit
and Risk Assurance
Informing Reporting
Identify Risk
Monitor
and
Review
Define risk
appetite
Assess and
Quantify
Respond,
manage,
mitigate
S
t
e
p
5
S
t
e
p
4
S
t
e
p
3
S
t
e
p
2
S
t
e
p
1
Managing risk takes
courage, common sense
and a culture where
everyone’s voice is
heard.
RICHARD COLLINS
Chief Legal Officer
BUSINESSES
Operational risk management
Update and maintains risk registers, reflecting
key risks identified and the treatment of each risk
including any mitigating actions taken.
Monitor and report risks
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PRINCIPAL RISKS AND UNCERTAINTIES
Risk Risk description Impact Mitigation
Risk
movement
Link to
strategy
Strategic Risks
1
ACQUISITIONS
A key part of the Group’s strategy is to grow through selective
acquisitions.
Significant global events may impact the cost, timing or
availability of potential acquisitions, as well as the availability
of equity or bank funding. However, such events may also
provide opportunities that would not otherwise exist.
The Group may fail to successfully integrate acquisitions into
its existing business model.
An inability to secure funding
could limit our ability to pursue
acquisitions and deliver on our
growth strategy.
Underperformance or poor
integration of acquired
businesses may adversely
impact Group profitability,
cash flow and reputation.
The Group has detailed target appraisal procedures in place, including appropriate due
diligence, and has senior management with extensive M&A experience. Robust Board
approval procedures ensure independent review of all proposals. The Board considers the size,
strength and diversity of the existing business when considering proposals, and aims to avoid
undue reliance on any one brand.
Integration plans are developed ahead of acquisition completions to enable effective post-
acquisition execution. Group Internal Audit and Risk Assurance performs post-integration
audits to ensure operations are fully integrated. Previous acquisitions demonstrate the Group’s
ability to successfully integrate new businesses.
Stable
Environmental, social and governance (ESG) risks
2
STAKEHOLDER
AND
REPORTING
REQUIREMENTS
Developing more sustainable ways of doing business is vital.
Investors, customers and other stakeholders increasingly
expect companies to have clear plans and frameworks in place
to strengthen their Environmental, Social and Governance
(ESG) performance.
A significant part of this risk relates to climate change and
the potential effects of both physical and transition climate-
related risks. See the TCFD section on pages 62 to 75 for more
information.
There is also a risk of failing to meet increasing regulatory and
reporting requirements.
Failure to adequately mitigate
ESG risks or meet regulatory
and reporting requirements
could lead to the loss of
customers, investors or
stakeholder support. This
could damage our reputation,
restrict access to capital and
limit future growth.
We continue to focus on delivering sustainable value creation and remain committed
to operating ethically, responsibly and in line with the highest standards of corporate
governance.
The Group has an established ESG governance structure and continues to strengthen it
through Group-wide policies, enhanced carbon data reporting and the development of
our wider ESG reporting capabilities. More information about our Sustainability approach,
including to the risks and opportunities, can be found in our separate Sustainability Report
available on our website.
Our product development teams continue to focus on ESG-related product features,
particularly in respect of water and energy saving capabilities. Our procurement teams are
implementing stronger ethical-sourcing standards and working closely with suppliers to
continuously improve on all aspects of ESG.
Reducing
Our risk management framework enables the identification of the principal risks
and uncertainties that we consider may threaten the Group’s business model,
future performance, solvency or liquidity.
These risks are set out in the table below, along with how
they are being managed through the application of material
controls. The Board has carried out a robust assessment of
the principal and emerging risks and has taken them into
consideration when assessing the long-term viability of the
Group and Company on page 88. The list does not comprise
all the risks that the Group may face and is not listed in order
of priority.
This report is presented in the context of continued
geopolitical and economic uncertainty. We do not include
this as a standalone risk; instead, its potential impact is
considered within the relevant individual principal risks.
Link to strategy
Portfolio
development
Organic
growth
Operational
excellence
ESG
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CONTINUED
Risk Risk description Impact Mitigation
Risk
movement
Link to
strategy
People risks
3
STAFF
RETENTION AND
RECRUITMENT
Other than the health and safety of our people, which is of
paramount importance to the Board, our principal people-
related risk is the recruitment and retention of appropriately
skilled individuals, including succession planning for
experienced employees, managers and Directors.
Achieving the Group’s strategic objectives depends on
attracting and retaining the right people in the right roles
and being the employer of choice in the communities in
which we operate.
The current employment landscape continues to present
challenges, including high levels of employment, cost-of-living
pressures, increases in employer’s national insurance and
national minimum and living wage rates, evolving flexible
working expectations, and expanding labour legislation.
Future growth plans may
be restricted or delayed
by difficulties experienced
in recruiting and retaining
appropriate employees.
Losing key talent without
sufficient succession planning
may result in the loss of critical
knowledge, experience, and
continuity across the Group.
The Group aims to offer competitive and fair remuneration, including bonus and incentive
schemes, Sharesave and share option schemes and a range of other non-monetary benefits.
Executive and key management are further incentivised through an Approved Performance
Share Plan (APSP).
Despite inflationary pressures, pay reviews continue to prioritise equity.
We are also focused on strengthening our culture, fostering a welcoming, inclusive
environment where people choose to be.
Ongoing investment in training, internal progression, and leadership development supports
succession planning and ensures we continue to build capability across all areas of the business.
Further details can be found in the Chief People Officer’s Report on pages 56 to 58.
Stable
Commercial risks
4
MARKET
CONDITIONS
Demand in our markets is dependent on new building activity
and repair, maintenance and improvement (RMI) activity in
both the public and private sectors. This is, in turn, influenced
by a range of geopolitical and macroeconomic factors
affecting consumer confidence and government spending
policy in our key markets. Following national elections in
both the UK and South Africa last year, housing and other
policies in those markets may be impacted in the longer term.
Governments in both countries have made positive statements
with regard to increasing housing without solid commitments
being made by either government.
Growth in the global economy remains sluggish due to
ongoing volatility and unpredictability. Negative factors
include cost of living increases, financial market uncertainty,
global trade wars, and ongoing conflicts.
Demand for our brands,
which are mid-premium
positioned and therefore
less cyclical, remains robust
despite these geopolitical and
macroeconomic pressures.
However, demand could
still weaken in the short to
medium term if consumers’
discretionary spending
patterns were to change,
impacting profitability and
cash generation.
Whilst we can’t directly affect the likelihood of the global risks noted materialising or getting
worse, there are several mitigating factors in place that could limit the impact of potential
changes in consumer spending patterns on the Group. These include the breadth of
products offered, the geographical spread of our businesses, a flexible cost base and supply
chain, investment in new product development and the replacement cycle of several of our
key products.
We have scale in a fragmented market and are therefore able to navigate volatility better than
many competitors.
The effects of wider geopolitical risks, such as increases in cyber security risk and climate
change uncertainty, are addressed more specifically elsewhere, where relevant.
Increasing
5
LOSS OF KEY
CUSTOMERS
Whilst the Group has a diverse range of customers, there are
certain key customers that account for higher levels of revenue.
Larger customers may acquire smaller customers, reducing
the diversity of, and increasing our reliance on, a more
concentrated customer base.
Market conditions noted elsewhere may have similar effects
on all customers who could go out of business or change their
business models, e.g. they may move to an online, or other
alternative, model and we may miss this opportunity if we fail
to adapt to such changes.
Many of the contractual
arrangements with customers
are short term in nature (as
is common in our markets)
and there exists a risk that
the current performance
of a business may not be
maintained if such contracts
were not renewed or extended
or were maintained at lower
volumes due to a decline
in economic activity or our
failure to provide goods or
services in the way a customer
requires us to do so.
The importance of relationships with key customers is recognised and managed by senior
management within the Group, who have direct and regular access to their counterparts at
the highest levels of management. We use our connected business model to introduce existing
customers to our other brands, and we cross-sell complementary products to a range of
customers across the Group.
Our ESG strategy and credentials have been developed to meet our key customers’
expectations of their suppliers.
Rebate schemes and incentive programmes help maintain key relationships in a competitive
market situation.
No one customer represents more than 10% of Group revenue.
The Group stresses its key selling points, beyond product price and quality, such as continuity
of supply, the financial strength of the Group and the level of customer service, to help
maintain relationships. As well as an excellent product offering, the Group is also able to assist
with customers’ sourcing, storage and logistics requirements.
Routes to market continue to develop and evolve, and our businesses continue to improve
their digital and online offering in response to the changing trading environment.
Stable
Link to strategy
Portfolio
development
Organic
growth
Operational
excellence
ESG
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CONTINUED
Risk Risk description Impact Mitigation
Risk
movement
Link to
strategy
Commercial risks (continued)
6
COMPETITION
The Group operates within a highly competitive environment
in all its markets; this creates several risks, as well as a range of
opportunities if risks are managed well.
The actions of our competitors, including their marketing
strategies and new product development, could lead to them
gaining competitive advantage in key products and markets.
Our competitors may consolidate their businesses to provide
products and services similar to our business model.
The Group recognises that
there is a risk to its results and
financial condition caused by
the actions of its competitors,
as well as by its own actions
or inaction.
To help identify and manage such risks and opportunities, the competitive environment, the
specific business marketplace and the actions of competitors are reviewed and discussed at
both Group and operating division Board meetings.
We proactively counter the threat from competitors through our own investment in innovative
new product development, by registering and protecting our intellectual property rights, and
by constantly striving to improve our product and customer service offerings.
In addition, each market is carefully monitored to identify any significant shift in policy by
any competitor, any change in the routes to market, any change in consumer tastes, or any
indication of new competitors and/or new product technology entering the market.
We have in-house specialists who consider the impact of changes in regulations, such as
carbon-reducing initiatives in the Future Homes Standard, and who work hard to meet the
demands of consumers.
Increasing
Operational risks
7
RELIANCE ON
PRODUCTION
FACILITIES
The Group operates facilities in South Africa for the
manufacture of tiles and adhesives, and light assembly
operations in the UK for Triton and Grant Westfield.
If any of these facilities
(including technology used to
operate them) were to fail, the
effect on the Group could be
significant.
With the sale of Johnson Tiles UK in 2024, the Group employs an increasingly capital-light
model for its operations, like those in place at Triton and Grant Westfield, which have relatively
light assembly operations.
This has significantly mitigated the risks associated with dependence on production facilities
across our brand portfolio. Whilst some of the risk may have moved to external suppliers, this is
mitigated by having a flexible range of suppliers.
In South Africa, where we continue to manufacture tiles and adhesives, there remain well-
established preventative maintenance programmes in place, as well as a comprehensive and
flexible “annual shutdown” programme throughout the manufacturing operations. In April, we
announced a strategic review of our South Africa tile operations.
Finished goods inventory holdings across the operations continue to provide limited “buffer”
stocks in the event of operational failure.
Business continuity and disaster recovery plans have been developed, are in place and are tested.
Additionally, a business interruption insurance policy is in place to mitigate financial losses
caused by a serious insurable event affecting manufacturing capability.
Decreasing
8
LOSS OF KEY
SUPPLIER
The Group’s extended supply chain, with its dependency on
interconnected third parties for manufacturing, has several
potential points of failure. Raw materials, components and
energy represent a significant proportion of the Group’s input
costs. The potential lack of availability or poor quality of these
key elements represents a significant risk.
Reliance on a single supplier or logistics partner within the
supply chain, or on several key suppliers in close geographical
proximity, could lead to a failure to acquire the required
quantity or quality of essential resources or products.
There are increasing risks associated with the geopolitical
landscape in respect of the West’s relationship with China.
Historically, this risk has focused on its stance on Taiwan, and any
resulting trade or other economic sanctions, but more recently
there has been increased uncertainty and volatility associated
with global trade wars driven by reciprocal US/China tariffs.
The lack of supply of raw
materials or components
such as electronics, clay,
sand, glass, brassware or gas
and electricity, could have
significant impacts on the
Group’s ability to manufacture
or procure product.
The risk of energy supply
interruption is elevated in
South Africa as its utility
infrastructure is less well
developed than in the UK.
The Group manages supply chain risks through long-term relationships with key suppliers,
audits of key suppliers, dual supply of critical materials or components, where considered
appropriate, and holding appropriate levels of finished goods stock.
Our businesses actively manage their supply chains and monitor input costs whilst liaising with
their customers. They mitigate risks through proactive sourcing and pricing strategies.
The Group maintains strict product quality standards and has dedicated procurement and
quality control resource in China to ensure these standards are adhered to.
The Group aims to mitigate risks on energy supply where these arise.
The Group regularly reviews the geographical concentration of its supplier base and mitigates
risks arising where it is commercially and economically practical to do so.
Increasing
Link to strategy
Portfolio
development
Organic
growth
Operational
excellence
ESG
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CONTINUED
Risk Risk description Impact Mitigation
Risk
movement
Link to
strategy
Financial risks
9
EXCHANGE
RATE RISK
The Group’s financial performance is subject to the effects
of fluctuations in foreign exchange rates. In particular, the
Group sources a significant proportion of its components
and goods for resale from the Far East and Europe, which are
denominated in foreign currencies (primarily the US Dollar,
Euro and Renminbi).
Should Sterling or the South
African Rand weaken against
these currencies, this could
result in an increase in future
input costs.
The Group typically seeks to hedge its foreign exchange transactional flows for up to 12
months forward, which largely removes the effects of day-to-day exchange rate volatility on
our businesses.
Regular monitoring of exchange rates and market conditions, together with frequent dialogue
with suppliers, allows our businesses time to negotiate revised commercial terms with
customers to mitigate the impact of longer-term changes in exchange rates.
The Group may, where it is considered appropriate, denominate some of its borrowings in
other currencies to hedge translational asset risk.
Stable
10
FUNDING AND
LIQUIDITY RISK
The Group’s ability to grow and adapt its business is
dependent, in part, on its ability to source funding through
bank financing facilities. Whilst the Group has committed
funding until October 2027, it is possible that the Group may
find it difficult to obtain financing on commercially acceptable
terms in the longer term.
The inability to source
adequate longer-term funding
could impact our longer-term
growth strategy, whilst a
breach of one or more of the
banking covenants could result
in the Group’s debt becoming
immediately repayable.
The Group completed a refinancing of its banking facilities in 2022 through to October 2027.
We re-forecast our liquidity and funding requirements and covenant performance monthly.
Senior Executives and brand management teams review, monitor and track short-term liquidity
weekly and covenant performance monthly.
We maintain appropriate headroom against our borrowing facilities and covenants, maintain
strong working capital and capital expenditure controls and have disciplined planning,
budgeting and forecasting processes.
Stable
11
PENSION
SCHEME RISK
The Group’s pension position is subject to a number of risks
including changes in interest rates, asset values, inflation and
mortality (see note 24 for more detail).
These risks could increase
the assessed pension scheme
liability adversely or affect
the funding of the defined
benefits under the scheme
and, consequently, the
Group’s funding obligations.
The scheme was closed to new members and future accrual with effect from 1 April 2013 and
replaced by an auto-enrolment compliant defined contribution scheme. Risks from rising costs
of providing a final salary pension scheme have, therefore, been materially reduced.
All asset investments are managed by professional fund managers, and a diverse asset
portfolio is maintained to spread risk and return.
Executive Management regularly monitors the funding position of the scheme and is
represented on the Trustee board to monitor and assess investment performance and other
risks to the Group.
The Group considers each valuation (IAS 19R and technical provisions basis) and reassesses
its position regarding its pension commitments in conjunction with external actuarial advice.
The Group’s financial results show a net surplus in this scheme, as at 31 March 2025 of £6.8m
(2024: surplus of £16.5m) assessed in accordance with the accounting standard IAS 19R.
In 2025, the Group reached agreement with the Trustee on the 2024 triennial actuarial
valuation for the UK defined benefit scheme. The actuarial deficit at 31 March 2024 was
£11.7m (2021: £35.8m). The deficit repair contributions were agreed at £3.8m per annum from
1 April 2022 to June 2027 (increasing with CPI, capped at 5%, each year). It was agreed that
these payments would continue until the scheme is deemed to be in surplus on a technical
provisions basis, at which point the contributions would be directed to an escrow agreement.
The 2027 triennial actuarial valuation is expected to take place during the year ending
31 March 2028.
Decreasing
Link to strategy
Portfolio
development
Organic
growth
Operational
excellence
ESG
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CONTINUED
Risk Risk description Impact Mitigation
Risk
movement
Link to
strategy
Information technology and cyber security risks
12
CYBER
SECURITY
The Group relies on certain automated processes and systems
to manage data and conduct its business. The increasing
sophistication of cyber-crime and data-loss incidents, along
with data protection legislation requirements, present risks to
all organisations. The risk from state-backed cyber-attacks is
seen as increasing with ongoing world conflicts and increased
geopolitical uncertainty.
Remote and home working continues to present risks
due to system access from potentially less secure working
environments.
A major failure of systems or a
successful cyber-attack could
result in a temporary inability
to conduct operations or a
loss of commercial or personal
data. Such an incident may
result in regulatory breaches,
financial loss, operating
disruption or damage to the
reputation of the Group.
We continue to invest in cyber security measures following an independent review and
evaluation of our cyber security maturity. We have continued to work hard on our cyber
security “roadmaps” throughout the year to further improve our security posture. We have
enhanced our approach to vigilance and resilience, including significant investment in a
third-party Managed Detection and Response service to proactively monitor our networks for
unusual activity and act swiftly in the event any is detected.
This complements our existing risk prevention measures, which include a range of security
tools and methods such as virtual private networks and multi-factor authentication.
Each brand remotely backs up its data and undertakes annual manual penetration testing
conducted by a certified third party, along with conducting ongoing vulnerability scanning of
internal and external IP addresses and our websites.
Group data protection policies and procedures are in place meeting UK and South Africa data
protection legislative requirements. Data protection representatives have been nominated at each
business to help coordinate the Group’s approach to data protection and provide local advice.
The Group maintains an online awareness training programme for all system users covering
cyber security, information security and data protection. This was enhanced by the addition of
an externally managed security awareness training programme, providing additional year-
round cyber security awareness training for all information system users.
We have cyber insurance cover providing some financial protection from cyber-related
incidents and events. This cover includes access to a specialist third-party incident response
service to provide an appropriate and quick response to any cyber or data breach incidents
that may occur.
During the year, a comprehensive IT disaster recovery scenario exercise was undertaken with
third-party experts facilitating Board members, senior leadership team members, and IT and
cyber teams in a desktop exercise to assess readiness for cyber attacks of varying nature.
A similar exercise is planned for later in 2025.
Increasing
Link to strategy
Portfolio
development
Organic
growth
Operational
excellence
ESG
Viability statement
In accordance with provision 31 of the 2018
revision of the UK Corporate Governance Code,
the Directors have assessed the viability of the
Group over a longer period than the 12 months
required by the “going concern” provision. Taking
into account the Group’s current position and
the nature of the principal risks and uncertainties
it faces, the Board has decided to assess the
viability of the Group over a three-year period
to 31 March 2028. The Board considers this
period appropriate as it believes it is not possible
to credibly forecast beyond this time horizon
and it is also the period over which long-term
incentives are set for Executive Directors and
senior management.
A viability statement financial model was
developed on a bottom-up basis by taking the
output of the annual budgeting process built
up by individual brands, subjected to review
and challenge by the Board, and then applying
conservative general and business-specific
assumptions to build years two and three. The
Board considers the outputs from this financial
model, including the Group’s cash flows, headroom
under existing financial facilities, dividend cover
and other key financial ratios over the three-year
period. The financial model has then been stress
tested by modelling the most extreme but plausible
scenario, that being a global pandemic similar
in nature to COVID-19, which, at its peak, saw a
revenue reduction of 25% on the prior year over a
six-month period. The Directors have considered
the impact of this scenario on the Group’s financial
performance (specifically headroom on our
financial facilities and covenants) after taking
account of mitigating actions that could be made,
with the result being that the Group maintains the
necessary liquidity levels and complies with the
facility covenants despite the impact of significant
declines in revenue, earnings, cash outflows and
increasing leverage.
Reverse stress testing has also been applied to
the model, which represents a further decline in
sales compared with the reasonable worst case.
Such a scenario, and the sequence of events that
could lead to it, is considered to be implausible
and remote.
Therefore, the Directors have a reasonable
expectation that the Group and Company will
be able to continue in operation and meet their
liabilities as they fall due over the period to
March 2028.
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PRINCIPAL RISKS AND UNCERTAINTIES
CONTINUED
Engaging with our stakeholders
Statement by the Directors in relation to their statutory duty in accordance with
Section 172(1) of the Companies Act 2006.
The Board of Directors of Norcros plc considers that they,
both individually and collectively, have acted in a way that
would be most likely to promote the success of the Company
for the benefit of its members as a whole (having regard to
the stakeholders and matters set out in Section 172(1) (a) – (f)
of the Companies Act 2006) in the decisions they have taken
during the year ended 31 March 2025.
In making this statement, the Directors have had regard
to the longer-term consideration of stakeholders and the
environment and have taken into account the following:
a. The likely consequences of any decisions in the long term
b. The interests of the Company’s employees
c. The need to foster the Company’s business relationships
with suppliers, customers and others
d. The impact of the Company’s operations on the
community and the environment
e. The desirability of the Company maintaining a reputation
for high standards of business conduct
f. The need to act fairly as between members of
the Company
The Board’s understanding of the interests of the Company’s
stakeholders is informed by the programme of stakeholder
engagement detailed below. Section 172 considerations are
embedded in decision making at Board level and throughout
the Group. The Directors fulfil their duties by ensuring that
there is a strong governance structure and process running
through all aspects of the Group’s operations. The strategy
for the Group has been carefully considered by the Board in
conjunction with the Group’s Executive Management teams.
The Board dedicates time for it to consider all stakeholder
interests, primarily those of its shareholders as a whole, but
also employees, suppliers, customers and the members of the
Group’s pension schemes. All these stakeholders, amongst
others, have been impacted in different ways by the global
economic and other challenges facing the Group, and the
Board has had regard to this and has formulated a number of
measures to address stakeholder interests in a balanced way.
Board
information
The information used by the
Board in its decision making is
extensive and includes:
• publicly available
information on market
trends, competitor activity
and analyst reports;
• professional experience
and qualifications;
• training and induction;
• monthly provision of
Board papers including
financial and non-
financial information; and
• advice and presentations
by internal and external
subject matter experts.
Strategic
considerations
Section 172 considerations
are taken into account in the
Board’s strategic discussions.
• The Board ensures that
it has the information
it needs to support its
decision making. Further
information is obtained if
required.
• Board discussions
take place based on
this information and in
consideration of the long-
term impacts on the Group
and all its stakeholders.
• If circumstances change,
the Board will revisit
its initial consideration
and make changes
accordingly.
Board
decision making
Once a decision has been
made, an action plan is
created that includes the
consideration of stakeholders.
• The decisions are
implemented following
the action plan with
regular progress meetings.
• Feedback from relevant
stakeholders is shared
with the Board.
• The impact of the
decision is reviewed
and learning points are
communicated.
Our commitment to excellent customer
service remains critical to our success.
Why it is important to engage with this
stakeholder group:
• We engage to develop customer-focused
solutions, ensuring the Group understands and
responds to evolving customer needs. This helps
us retain our customers and attract new ones.
• We also engage with customers to understand
the environmental challenges they face.
• We engage to reinforce our customer-focused
culture, delivering excellent customer service.
How Norcros engaged in the year:
• We engaged through our experienced customer
service teams, interacting with customers on a
daily basis and monitoring performance against
service level agreements and quality standards.
• We attended several trade exhibitions with
complementary stands to show customers how
our products can work together.
• We worked with external experts to assist with
detailed customer insights work to understand,
in-depth, the needs and desires of our customers.
See page 94 for one example from VADO.
How Norcros responded:
• Further investment in systems in areas such as
sourcing and customer service to enhance the
customer experience.
• Close collaboration between our brands to match
products, colours, and finishes to make it easy to
buy a complete bathroom solution.
• New product launches in response to customer
needs, for example new Naturepanel and Tile
Effect wall panels, the new Safari range at VADO,
and a fully recycled toilet seat at Croydex.
READ MORE ABOUT OUR CUSTOMERS ON
PAGES 8 AND 9
Shareholder support for our strategy is
essential for the Group’s long-term success.
Why it is important to engage with this
stakeholder group:
• We aim to provide a transparent, clear and
consistent message on both our performance
and our plans to create value, across our
communication channels.
• We engage to ensure the Group responds to the
changing needs and interests of shareholders and
to ensure our strategy remains relevant.
How Norcros engaged in the year:
• Held scheduled and ad hoc meetings with
institutional investors, alongside broader
engagement through our AGM and direct access
to the Board.
• Increased engagement with retail and private
investors through online forums and targeted
investor events.
• Enhanced digital communications with more
content-rich strategic updates via LinkedIn and
other online channels.
• Conducted focused consultation with major
shareholders on elements of Executive Director
remuneration. (See the Directors’ Remuneration
Report for more detail.)
How Norcros responded:
• Engagement with our shareholders influenced
our acquisition, capital investment, Executive
remuneration and dividend policies.
• Feedback from shareholders directly informed the
publication of our Capital Allocation Policy.
• The Remuneration Committee incorporated
shareholder views into its approach to Executive
Director pay.
• Published our first standalone Sustainability
Report.
READ MORE WHY INVEST IN NORCROS ON
PAGES 10 AND 11
Customers
Shareholders
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STAKEHOLDER ENGAGEMENT
At Norcros, sustainability underpins our
entire strategy. We aim to manage our
societal and environmental impacts by
conducting business to the highest standards
as well as using resources more efficiently.
Why it is important to engage in this area:
• We engage to better understand environmental
challenges and how we can contribute to meeting
them and minimise the impact of the Group on
the environment.
• This also enables us to adhere to relevant
environmental legislation and regulations and
to ensure that high environmental standards are
respected at each of the Group’s sites.
How Norcros engaged in the year:
• At a business level we have been working on
categorising our product portfolio against our
new Sustainable Products Framework, reviewing
the sustainability credentials of each product.
• We worked with our customers and suppliers to
improve the efficiency of our operations.
• We engaged with customers, suppliers and other
stakeholders to understand the environmental
challenges they face and look for ways to improve
the efficiency of our businesses.
How Norcros responded:
• We published our first standalone Sustainability
Report, allowing us to share more in-depth
information and demonstrate through our actions
how sustainability plays a part in our strategic
decisions.
• We have measured 69% of our portfolio against
our new Sustainable Products Framework so
we can consistently measure and report on the
sustainability of our products.
READ MORE IN OUR SUSTAINABILITY REPORT
The Board continues to regard our
employees as our most valuable asset. The
Group’s strategy and business model are
underpinned by the commitment and efforts
of all our employees.
Why it is important to engage with this
stakeholder group:
• We engage to ensure that all employees
are valued and are given the opportunity to
provide feedback and participate in shaping the
development of the Group.
• This helps us underpin our culture of safety
and ensures that employees at all levels in the
business play a role in promoting and upholding a
strong focus on health and safety, for the benefit
of the Group and the wider community.
How Norcros engaged in the year:
• We undertook our first Group-wide employee
engagement survey in partnership with Great
Place to Work, with an exceptional 93%
participation rate. More details are on page 95.
• The Chief Executive Officer completed a
“Roadshow”, visiting eight locations in the UK
and Ireland to introduce the Group Purpose
and Keys.
• We also engaged with staff throughout the
Group within the businesses. Engagement is led
by Alison Littley as the designated Non-executive
Director for workforce engagement.
• At a business level, regular employee briefings
took place to ensure that important information
is shared.
How Norcros responded:
• Following the Great Place to Work survey, we
have taken action throughout the Group in
response to the feedback received. Action plans
are being carried out at Group and business
level, and changes are being communicated
to employees.
• Employees are encouraged to be involved in the
Company’s performance through employee share
schemes, and other means of incentivisation
and reward.
READ MORE IN OUR SUSTAINABILITY REPORT
Employees
Our commitment to the society in which we operate
is deep. Every Group business has programmes
of social engagement, including many charitable
activities.
Why it is important to engage in this area:
• We engage to have a positive impact on the local
communities in which our businesses operate.
• We engage to encourage equal opportunities
and a more diverse workforce.
How Norcros engaged in the year:
• We participated in charitable activities and
initiatives across the Group such as MERLYN’s
partnership with the Pink Ribbon Charity and
Triton’s work with the Canal & River Trust.
• We empowered and encouraged our brands to
support local charities, initiatives and community
projects.
• The Executive Management of the Group
supported this commitment to our society
and reviewed each business’s activities on a
monthly basis.
How Norcros responded:
• We provided charity donations from the Group
that each business could use at a local level
however they saw fit.
• Triton, as one of the area’s largest employers, has
continued to invest in its apprenticeship scheme
giving school leavers the opportunity to earn as
they learn.
READ MORE IN OUR SUSTAINABILITY REPORT
Society Environment
True engagement isn’t
passive. It’s about making
sure the quieter voices get
heard –because that’s often
where the best insight lies.
CHRIS MULLIGAN
Corporate Development and Strategy Director
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STRATEGIC REPORT STRATEGIC REPORT
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
9393
STRATEGIC REPORT
STAKEHOLDER ENGAGEMENT
CONTINUED
VADO – Listening to our customers
We believe that continuous improvement starts with a deep understanding of
our customers. Whilst feedback from our sales teams is valuable, we recognise
the need for a more structured, data-driven approach. In light of this, VADO
developed a customer research programme which proved incredibly useful.
Over the course of two
months, VADO conducted
qualitative research with 30
retail customers, exploring key
aspects of their experience
with the business. Topics
ranged from product quality
and pricing to portfolio breadth
and ease of doing business.
The research highlighted that the pricing system was perceived as overly
complex. Fortunately, this aligned with a pricing simplification project
already underway, and VADO launched a new, clearer pricing structure in
January 2025.
Another insight revealed a surprising gap in awareness of services
offered; for example, many customers were unaware of the next-day
delivery service. This highlighted a straightforward communication
issue, which has now been addressed and reinforced via VADO’s digital
media and catalogues. Customers also expressed a desire for a broader
selection of finishes – a project previously identified and in development
for launch in 2025.
Beyond the individual insights, it was validating to learn that many
of the customer recommendations aligned closely with strategic
initiatives already in motion. This not only reinforced the
team’s current direction but also demonstrated the value
of listening closely and acting decisively.
Creating a culture where people feel seen,
heard, and valued starts with listening. Our
engagement survey gave every employee
across Norcros a voice—and we’re using those
insights to shape what comes next.
GREAT PLACE
TO WORK
SURVEY.
Listening to our People: Our First Group-wide Engagement Survey
In 2024, we launched our first Norcros-wide Great Place to Work survey — a bold step forward
in how we engage with our people. We wanted a consistent, structured and externally
benchmarked way to hear directly from our teams.
The response was extraordinary. With a 93%
participation rate across seven countries, over 1,900
employees shared their thoughts — an incredible show
of commitment and care from our people. This level
of engagement speaks volumes about the trust and
connection within the Group.
Our aim wasn’t just to listen, but to learn and act. The
results highlighted clear strengths: excellent levels of
employee pride, a safe and welcoming environment,
and strong ethical leadership. They also revealed
opportunities for growth, including the need for
more consistent communication, fairness in reward
and recognition, and addressing the root causes
of work-based stress while embedding a culture of
workplace wellbeing.
Crucially, we didn’t file the results away. We held
deep-dive reviews at business and Group level, with
Executive and HR teams shaping tailored action plans.
Local results were shared with employees, and many
teams ran follow-up focus groups to explore specific
themes and involve colleagues in shaping what
comes next. Actions resulting from the survey are now
embedded in our monthly and quarterly review cycles.
By putting data and dialogue at the heart of our
people strategy, we’re making a clear commitment:
everyone at Norcros deserves to feel heard,
valued and empowered to shape the culture we’re
building together.
81%
OF EMPLOYEES SAID THEY
ARE PROUD TO WORK FOR
THE NORCROS GROUP.
The findings were encouraging. Customers gave
VADO high scores for product quality, portfolio
breadth, order fulfilment, ease of doing business,
and overall engagement. Additionally, VADO’s
digital vanity selector tool, which enables
customers to visualise and configure their
vanity design, received overwhelmingly positive
feedback, and as a result, we’re increasing
its visibility in upcoming campaigns. These
affirmations were welcome, but the primary focus
was to uncover areas where we could do better.
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STRATEGIC REPORT
STAKEHOLDER ENGAGEMENT
CONTINUED
The following table summarises our approach to internal and external
stakeholder engagement to comply with the requirements of the Companies
Act 2006 regarding non-financial reporting (Sections 414CA and 414CB)
Reporting requirements
Our position Relevant policies Further information
ENVIRONMENTAL
MATTERS
• Impact of our business
on the environment
• Climate-related
financial disclosures
Sustainability is at the heart
of our business and underpins
our business strategy. We are
committed to minimising our
impact on the environment
through our operations,
products and services.
• Supply Chain Policy See our
Sustainability Report
TCFD report
pages 62 to 75
EMPLOYEES
We believe in the importance
of doing the right thing for our
people. We are committed to
investing in our workforce and
recognise the importance of
their opinions to our success.
We are continuously working
towards a sustainable, safe and
diverse working environment.
• Code of Ethics and
Standards of Business
Conduct
• Whistleblowing Policy
• Health and
Safety Policy
• Data Protection Policy
• Information Security
Minimum Standards
• Cyber and Data
Breach Policy
See our
Sustainability Report
Chief People
Officer’s Review
pages 56 to 58
Stakeholder engagement
pages 90 to 95
Gender pay gap
reporting –
www.norcros.com
SOCIAL MATTERS AND
HUMAN RIGHTS
We are deeply committed to the
society in which we operate,
and focus on supporting
and engaging with our local
communities. We are committed
to upholding human rights
across our business and with all
our stakeholders.
• Code of Ethics and
Standards of Business
Conduct
• Anti-Tax Evasion Policy
• Modern Slavery Act
Statement
See our
Sustainability Report
Stakeholder engagement
pages 90 to 95
Audit and Risk
Committee Report
pages 112 to 116
Modern Slavery Act
Statement –
www.norcros.com
ANTI-CORRUPTION
AND ANTI-BRIBERY
We prohibit all forms of
bribery and corruption within
our businesses and comply
with the requirements of all
applicable anti-bribery and
corruption laws.
• Anti-Bribery and
Corruption Policy
• Anti-Money
Laundering Policy
• Whistleblowing Policy
Audit and Risk
Committee Report
pages 112 to 116
OTHER INFORMATION
• Business model
• Principal risks affecting
the Group and
mitigating actions
undertaken
• Non-financial key
performance indicators
Additional non-financial
information required under the
Companies Act.
• Risk Management
Policy
and Procedures
Our Business Model
pages 22 to 23
Risk management
pages 78 to 89
ESG KPIs
pages 37 to 39
Strategic Report
To the members of Norcros plc
The Strategic Report provides a review of the
business for the financial year and describes how we
manage risks.
The report outlines the developments and
performance of the Group during the financial year
and the position at the end of the year and discusses
the main trends and factors that could affect the
business in the future.
Key performance indicators are published to show the
performance and position of the Group. Also provided
is an outline of the Group’s vision, strategy and
objectives, along with the business model.
Approval
The Group Strategic Report on pages 20 to 97 of
Norcros plc was approved by the Board and signed
on its behalf by:
THOMAS WILLCOCKS
Chief Executive Officer
11 June 2025
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STRATEGIC REPORT
NON-FINANCIAL AND SUSTAINABILITY
INFORMATION STATEMENT
CORPORATE GOVERNANCE
Board of Directors
100
Governance at a Glance
102
Chair’s Introduction
104
Governance Key Highlights
106
Corporate Governance Report
108
Audit and Risk Committee Report
112
Nomination Committee Report
118
Remuneration Committee Report
122
Directors’ Remuneration Policy Report
125
Annual Report on Remuneration
136
Directors’ Report
148
Statement of Directors’ Responsibilities
151
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CORPORATE GOVERNANCECORPORATE GOVERNANCE
CORPORATE
GOVERNANCE
STEVE GOOD
Board Chair and
Non-executive Director
THOMAS WILLCOCKS
Chief Executive Officer
JAMES EYRE
Chief Financial Officer
ALISON LITTLEY
Non-executive Director
STEFAN
ALLANSON
Non-executive
Director
REBECCA DENIRO
Non-executive
Director
RICHARD
COLLINS
Company Secretary
N
R A
N
R A
N
R A
N
R
Appointment to
the Board
Appointed Board Chair 1 July 2023
Length of tenure
Two years
Previous experience
Steve has previously served as chair
of Zoteforms plc and Devro plc and as
a non-executive director of Elementis
plc, Dialight plc, Cape plc and Anglian
Water. In his executive career, Steve
was chief executive of Low & Bonar
plc between 2009 and 2014, where he
had previously held various senior roles
since 2004.
External appointments
Steve is non-executive director and
board chair of Essentra plc.
Appointment to
the Board
Appointed Chief Executive Officer
1 April 2023
Length of tenure
Two years
Previous experience
Prior to his appointment as Chief
Executive Officer, Thomas operated
as Group Business Director – UK,
with operational responsibility for
the Group’s UK and Ireland business
segment. He joined Norcros South
Africa in 2006 as Tile Africa’s Store
Development Manager and was
promoted in 2007 to General Manager
of Tile Africa, before being appointed
as Managing Director of Norcros
South Africa in 2009. In this role, he
oversaw the sustained and profitable
growth of our South African business
until taking up the Group role in 2021.
Thomas previously worked for the Spar
Group in South Africa and the UK. He
grew up in Eswatini (formerly known
as Swaziland) and was educated in
South Africa where he graduated with
a Bachelor of Commerce degree from
the University of Natal.
External appointments
n/a.
Appointment to
the Board
Appointed Chief Financial Officer
1 August 2021
Length of tenure
Four years
Previous experience
James joined Norcros as Director of
Corporate Development and Strategy
in 2014 before being promoted to Chief
Financial Officer in August 2021. He
began his career at Arthur Andersen
and subsequently has held a number
of senior financial positions with Bank
of Scotland, Rothschild & Co, Bank of
Ireland and, immediately prior to joining
Norcros, with AstraZeneca. He is a
member of the Institute of Chartered
Accountants in England and Wales.
James has extensive experience in
international portfolio development,
business development and strategy.
External appointments
n/a.
Appointment to
the Board
Appointed to the Board
1 May 2019, Senior
Independent Director from
1 July 2023
Length of tenure
Six years
Previous experience
Alison has substantial
experience in multinational
manufacturing and supply
chain operations, and
a strong international
leadership background
gained through a variety
of senior management
positions in Diageo plc and
Mars Inc and an agency
to HM Treasury where
she was chief executive
officer. Alison was formerly
a non-executive director
of Xaar plc, MusicMagpie
plc, James Hardie Industries
plc, Headlam Group plc,
Geoffrey Osborne Group and
Weightmans LLP.
External appointments
Alison is a non-executive
director at Eurocell plc, where
she is also chair of the ESG
and Employee Engagement
Committee.
Appointment to
the Board
Appointed to the Board
1 January 2023
Length of tenure
Two years
Previous experience
Stefan has held senior
finance roles at Keepmoat
Ltd, Tianhe Chemicals Ltd,
The Vita Group Ltd, The
SkillsMarket Ltd and Honda
Motor Company.
External appointments
Stefan is chief financial
officer of MJ Gleeson plc,
the Main Market-listed low-
cost housebuilder and land
promoter, where he has held
the role since 2015.
Appointment to
the Board
Appointed to the Board
1 July 2024
Length of tenure
One year
Previous experience
Rebecca has previously
served as chief executive
officer and main board
director of Pure Electric and
managing director, GB and
Ireland of Dyson Ltd.
External appointments
Rebecca is a non-executive
director of several leading
consumer and leisure
brands including Regatta
Ltd, Craghoppers Ltd,
Ribble Cycles, Ruroc Global
Holdings Ltd and Riverford
Organic Farmers Ltd.
Appointment
Joined the Company in
June 2013 as Company
Secretary and Group
Counsel
Length of tenure
12 years
Previous experience
Richard is the Chief Legal
Officer. He is a highly
experienced lawyer and
company secretary,
and is a member of the
Group’s Senior Executive
Committee. He qualified
as a solicitor in 1988 and
was previously company
secretary and director of
risk and compliance at
Vertex Financial Services.
Prior to that, Richard was
company secretary and
head of legal with Tribal
Group plc, Blick plc and
Aggregate Industries plc.
KEY
A
Audit and Risk Committee
N
Nomination Committee
R
Remuneration Committee Chair of Committee
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CORPORATE GOVERNANCECORPORATE GOVERNANCE
BOARD OF DIRECTORS
Our Board
The Board comprises six Directors with a diverse and
complementary range of industry experience, technical
knowledge, perspectives and personal strengths.
Length of tenure
● <1 year ● 1–3 years ● 4–9 years ● Independent Chair
● Independent Non-executive Directors
● Executive Directors
Skills matrix
Category Skill/area of expertise/experience Number of Directors with skill/experience
SUPPORTING
THE GROUP
STRATEGY
Portfolio development 4
Business development and strategy 6
Investor relations 5
Operational experience 5
Sustainability 6
Supply chain operations 5
OTHER
AREAS OF
GOVERNANCE
Banking and finance 3
Risk management 6
Executive leadership 6
Governance 6
Health and safety 6
Workforce engagement 6
Attendance by individual Directors at meetings of the Board and its Committees
Main Board
7 meetings
Audit and Risk
Committee
3 meetings
Remuneration
Committee
6 meetings
Nomination
Committee
2 meetings
Steve Good, Chair 7/7 3/3 6/6 2/2
Alison Littley 7/7 3/3 6/6 2/2
Stefan Allanson 7/7 3/3 6/6 2/2
Rebecca DeNiro
1
5/7 2/3 4/6 —
Thomas Willcocks 7/7 — — —
James Eyre 7/7 — — —
1 Rebecca DeNiro was appointed on 1 July 2024. She attended all Board and Committee meetings held after this date.
1 3 2
1 3 2
Independence
Board gender diversity Board nationality
● Male
● Female
● British
● South African/British
● Male
● Female
Executive Management
gender diversity
4
2
5
1
3
2
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CORPORATE GOVERNANCE CORPORATE GOVERNANCE
GOVERNANCE AT A GLANCE
Despite a complex external environment, our
commitment to excellence and collaboration
has driven another year of progress. I am
grateful to our colleagues for their dedication
and determination in delivering a strong
performance.
This year, we launched the Group’s Purpose and
Keys – led by Chief Executive Officer Thomas
Willcocks and shaped by input from colleagues
across the Group. This initiative has helped
us clearly define why Norcros exists and how
we do things. The Board fully supports this
work and remains committed to enabling the
Executive Directors to lead the business in a
way that drives long-term, sustainable success.
More details on the Purpose and Keys can be
found on pages 14 and 15.
Sustainability is embedded in our strategy
and operations, reflecting our commitment to
long-term, responsible growth. The Board is
immensely proud of the Group’s progress in
this area, including the publication of our first-
ever Sustainability Report, available at
www.norcros.com.
Board changes
Rebecca DeNiro was appointed as a Non-
executive Director, effective 1 July 2024.
More details on the Board members can be
found on pages 100 and 101.
Culture and people
The Board places great importance on
employee engagement, ensuring direct
interaction with colleagues across the Group.
Board meetings are regularly held at our
business sites, and Alison Littley, our Non-
executive Director responsible for employee
engagement, meets with representatives from
our brands in employee forums.
This year, the Board also reviewed the results
of our first Great Place to Work survey and was
delighted with the outstanding 93% response
rate across the Group. The survey provided
the Board with valuable insight as to the views
of our colleagues and their experiences. We
remain committed to supporting management
in acting on the feedback, helping to shape
an environment where everyone at Norcros
can thrive.
Diversity
The Board values diversity in all its forms and recognises
the benefits it brings to decision making and business
performance. Alison Littley’s role as Senior Independent
Director satisfies one of the three diversity targets
set by the Financial Conduct Authority. Achieving the
remaining targets – at least 40% female representation
and one Board member from an ethnic minority
background – remains a key focus in our recruitment and
succession planning.
Beyond the Board, we are committed to fostering a diverse
and inclusive working environment across the Group. As of
31 March 2025, women represented 36% of our workforce.
Improving diversity and inclusion is one of our key people
priorities, led by our Chief People Officer. More information
can be found in the Chief People Officer’s Review on
pages 56 to 58.
Our commitment to engaging
with stakeholders
A clear understanding of our stakeholders’ interests
informs decision-making at every level of the Group. More
information on our engagement with stakeholders can be
found on pages 90 to 95.
Strategy
The Board held its annual strategic planning event over
two days in July 2024 to discuss the revised strategy for
the Group over the short, medium and long term. This
was an excellent opportunity for all the management
teams across the Group to discuss the strategic priorities
of each of our brands. The days consisted of open and
engaging discussions on many areas, including the market
challenges and growth opportunities. Since that strategy
event, the Board has worked with the Group’s Executive
Management to update the Group’s strategy, which is set
out on pages 28 to 29.
Conclusion
I hope this report provides useful insight into our approach
to governance and how we apply the Principles of the UK
Corporate Governance Code. Our organisational structure
and governance framework support effective decision-
making and position us to deliver sustainable growth for
the benefit of all our stakeholders.
STEVE GOOD
Chair
11 June 2025
Code Compliance
The Board is committed to ensuring that
high standards of corporate governance are
maintained by Norcros plc. For the year under
review, the Company has complied with the 2018
UK Corporate Governance Code.
Division of Responsibilities
READ MORE IN THE CORPORATE
GOVERNANCE REPORT ON PAGES 108 TO 111
Board Leadership and Company
READ MORE IN THE CORPORATE
GOVERNANCE REPORT ON PAGES 108 TO 111
Composition, Succession
and Evaluation
READ MORE IN THE NOMINATION
COMMITTEE REPORT ON PAGES 118 TO 121
Audit, Risk and Internal Control
READ MORE IN THE AUDIT AND RISK
COMMITTEE REPORT ON PAGES 112 TO 116
Remuneration
READ MORE IN THE REMUNERATION
COMMITTEE REPORT ON PAGES 122 TO 146
I AM PLEASED
TO PRESENT THE
GOVERNANCE
REPORT FOR THE
YEAR ENDED
31 MARCH 2025.
Good governance isn’t
just about structure
– it’s about people,
accountability, and a
shared commitment to
responsible, sustainable
growth.
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CORPORATE GOVERNANCECORPORATE GOVERNANCE
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CHAIR’S INTRODUCTION
This year has seen significant events for the Company and its Board.
What was on the Board’s agenda this year?
Committee highlights
Audit and Risk Committee
Areas of focus this year:
• Monitoring key risks and risk
management policies and procedures
• Assessing the effectiveness of the
Group’s internal controls
• Monitoring the Group’s systems and
controls for complying with regulation
and detecting and preventing
wrongdoings
• Planning the implementation of
the revisions to the Corporate
Governance Code
Strategic development
• Formulation and finalisation of our
updated strategy
• Portfolio re-alignment: disposal of
Johnson Tiles UK to management
• Progressing ESG agenda
Governance in Action:
Women’s Leadership Forum
The Norcros Women’s Leadership Forum was
formed to support the progression of women
across the Group and to foster more inclusive
leadership.
Whilst focused on gender, the Forum’s work is already
shaping broader employee experiences by driving
improvements in equity, flexibility and inclusive
practices.
At the second Forum in December, leaders from across
our businesses came together to share progress and
shape what comes next. In just one year, we’ve seen
meaningful change: updates to recruitment practices
to reduce bias, expanded flexible working policies, new
menopause and transgender inclusion resources, and
stronger leadership development pathways.
At Group level, our people policy review led to a suite
of updated policies aimed at supporting employees
through all life stages. We also launched two new
initiatives: the Norcros Leadership Pathway,
which provides a consistent approach to leadership
development, and the Norcros Women in Leadership
Programme, which includes coaching, mentoring,
peer networks, and action learning to support women
stepping into senior roles.
The Forum’s work is reviewed by the Board and
remains a firm priority of the Group – an example of
governance driving culture in action.
CASE STUDY
Nomination Committee
Areas of focus this year:
• Induction of new Non-executive
Director
• Full Board evaluation
• Continued succession planning for
Board and senior management
• Development of updated Diversity,
Equity and Inclusion Policy
Remuneration Committee
Areas of focus this year:
• Implemented our existing pay policies
to meet the Group’s objectives
• Reviewed our bonus and APSP
scorecards to ensure continued close
alignment with the strategy
Board composition
• Appointment and induction of
additional Non-executive Director
Purpose and values
• Clearly expressing the
Company’s purpose
• Communicating our Keys (values) to
all employees and embedding them
in our policies and everything we do
“This isn’t just a women’s programme.
It’s about creating a better place to
work – for everyone.”
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CORPORATE GOVERNANCE
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CORPORATE GOVERNANCE
GOVERNANCE KEY HIGHLIGHTS
THE BOARD
STEVE GOOD (C)
AUDIT AND RISK COMMITTEE
STEFAN ALLANSON (C)
ALISON LITTLEY
REBECCA DENIRO
(from 1 July 2024)
REMUNERATION COMMITTEE
ALISON LITTLEY (C)
STEVE GOOD
STEFAN ALLANSON
REBECCA DENIRO
(from 1 July 2024)
NOMINATION COMMITTEE
STEVE GOOD (C)
ALISON LITTLEY
STEFAN ALLANSON
REBECCA DENIRO
(from 1 July 2024)
Board of Directors
The Board is committed to ensuring that high standards of
corporate governance are maintained by Norcros plc and
is accountable to the Company’s shareholders for good
corporate governance. Its policy is to manage the affairs of
the Company in accordance with the principles of the UK
Corporate Governance Code referred to in the Listing Rules
of the UK Listing Authority. For the year under review, the
Company has complied with the UK Corporate Governance
Code 2018 (the Code) in all respects.
A copy of the Code is publicly available from www.frc.org.uk.
The following sections of this statement describe the Board’s
approach to corporate governance and how the principles of
the Code are applied. These sections refer to the year ended
31 March 2025, unless otherwise stated.
Board balance and independence
The Board comprises the Non-executive Chair, three Non-
executive Directors and two Executive Directors. All Directors
are equally responsible for the proper stewardship and
leadership of the Company. The Directors holding office at
the date of this report and their biographical details are given
on pages 100 and 101.
In line with the Code, the Board considers the Chair and
all the Non-executive Directors to be independent of the
Company’s Executive Management and free from any
business or other relationship that could materially interfere
with the exercise of their independent judgement. The terms
and conditions of appointment, including the expected time
commitments, of the Board Chair and the Non-executive
Directors are available for inspection at the Company’s
registered office. The Chair and Non-executive Directors
regularly disclose their other significant commitments to the
Board throughout the year. The Board remains satisfied that
the Chair’s other significant commitments do not prevent him
from devoting sufficient time to the Company.
Governance structure
Alison Littley is the Senior Independent Non-executive
Director. She is available to shareholders for issues or
concerns that remain unresolved through the normal
channels of Board Chair, Chief Executive Officer or Chief
Financial Officer, or where such contact is inappropriate.
All Directors receive timely, relevant documentation and
financial information to support them making well-informed
decisions that are in the best interests of the Company as
a whole. The Board regularly reviews the management and
financial performance of the Company, as well as long-term
strategic planning and risk assessment. Regular reports are
given to the Board on matters such as pensions, health and
safety, and litigation.
Any concerns that a Director may have about how the
Group is being run or about a course of action being
proposed by the Board will, if they cannot be resolved once
those concerns have been brought to the attention of the
other Directors and the Board Chair, be recorded in the
Board minutes. In the event of the resignation of a Non-
executive Director, that Director is encouraged to send a
written statement setting out the reasons for the resignation
to the Chair, who will then circulate it to the other members
of the Board and the Company Secretary.
Board Chair and Chief
Executive Officer
The positions of Chair and Chief Executive Officer are held
by separate individuals and the Board has clearly defined
their responsibilities. The Chair is primarily responsible for
the effective working of the Board, ensuring that each
Director, particularly the Non-executive Directors, is able to
make an effective contribution. The Chief Executive Officer
has responsibility for running the Group’s businesses and
for the implementation of the Board’s strategy, policies
and decisions.
Board, Committee and
Director evaluation
The Chair appraises the performance of the Board and
conducts individual evaluations of the Executive and Non-
executive Directors. The Senior Independent Non-executive
Director leads the Board’s appraisal of the Chair, whilst the
Board evaluates the performance of its three Committees.
Evaluations are conducted annually and are organised to fit
in with Board priorities and succession planning activity.
A formal evaluation was carried out for the year under
review in accordance with the Code. This process involved
detailed questionnaires, meetings and discussions, the results
of which were then reviewed. The Chair oversees each
Director’s development and ongoing training requirements to
ensure their continued effectiveness. The overall results of the
evaluation were satisfactory and identified the following key
areas of focus for the Board and its Committees:
• Strategy – detailed execution plans and organisational
structure
• Senior Leadership – talent development and succession
• Board reports – enhancements to financial analyses
Advice for Directors
Directors may seek independent professional advice at the
Company’s expense through the Company Secretary when
deemed necessary to fulfil their responsibilities. All Directors
also have access to the advice and services of the Company
Secretary, who ensures compliance with Board policies and
procedures. The appointment and removal of the Company
Secretary are matters reserved for decision by the Board.
Board procedures
The Board has a formal schedule of matters specifically
reserved to it for decision, which it reviews periodically.
This ensures that all major strategy, policy and investment
decisions affecting the Company are made at Board
level. It is also responsible for business planning and risk
management policies and the development of policies for
areas such as safety, health and environmental policies,
Directors’ and senior managers’ remuneration and ethical
issues. The Board provides strategic direction to the
Company’s management and is ultimately accountable for
the Group’s performance.
The Board ensures that decisions are made by the most
appropriate people in a timely manner, avoiding unnecessary
delays. It has formally delegated specific responsibilities to its
Committees: the Audit and Risk Committee, the Nomination
Committee and the Remuneration Committee. The Terms
of Reference for these Committees are available on the
Company’s website at www.norcros.com.
Reports from these Committees can be found on the
following pages:
• Audit and Risk Committee: pages 112 to 116
• Nomination Committee: pages 118 to 121
• Remuneration Committee: pages 122 to 146
The Board will also appoint Committees to approve
specific processes as needed, such as aspects of corporate
transactions or the administration of share options.
The directors and management teams of each Group brand
are responsible for their respective business entities. They are
accountable for delivering targets approved by the Board in
relation to budgets, strategy and policy.
Directors’ roles
The Executive Directors work exclusively for the Group.
However, when appropriate, they are encouraged to take on
one non-executive directorship in another non-competing
company or organisation. Currently, neither the Chief
Executive Officer nor the Chief Financial Officer holds a non-
executive directorship.
The terms and conditions of appointment of the Non-
executive Directors are available upon written request from
the Company. Non-executive Directors confirm that they
have sufficient time to fulfil their role and disclose any other
significant commitments, including an indication of the time
involved in each. The annual evaluation process includes
an assessment of whether the Non-executive Director is
spending enough time to fulfil their duties.
If a Non-executive Director is offered an appointment
elsewhere, the Board Chair is informed before any such offer
is accepted and the Chair will subsequently inform the Board.
The Board has procedures in place to manage conflicts
of interest effectively, in accordance with the Company’s
Articles of Association. Each Director is responsible for
notifying the Board of any potential conflict, which is then
reviewed and addressed as appropriate.
All new Directors (including Non-executive Directors)
receive a full, formal and tailored induction upon joining the
Company. As part of this process, the Chair ensures that
major shareholders have the opportunity to meet a new
Non-executive Director. The Chair also periodically assesses
the training and development needs of all Directors and
ensures that any suitable training and updates are provided
to Directors. Further information about the induction process
can be found in the Nomination Committee Report on
pages 118 to 121.
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Retirement by rotation
Each Director is subject to election by shareholders at
the first Annual General Meeting after their appointment.
Thereafter, in accordance with the Company’s Articles of
Association, one-third of the Directors retire each year by
rotation, with all Directors required to seek re-election at least
every three years. However, the Board has determined that,
where appropriate, all Directors should stand for re-election
annually. Accordingly, each continuing Director will seek
re-election at the next Annual General Meeting. Biographical
details of all Directors are set out on pages 100 and 101 and
on the Company’s website at www.norcros.com.
Financial reporting
When issuing the annual and interim financial statements, the
Directors aim to present a fair, balanced and understandable
assessment of the Group’s results and outlook. The Directors
have a collective responsibility for the preparation of the
Annual Report and Accounts, which is more fully explained in
the Statement of Directors’ Responsibilities on page 151.
Relations with shareholders
The Company recognises the importance of maintaining
strong communications with shareholders. It actively engages
with them on specific matters and takes steps to ensure
that the Board, particularly the Non-executive Directors,
understands the views of major shareholders. Directors have
regular meetings with the Company’s major shareholders as
well as receiving regular feedback on their views through the
Company’s brokers. The Board regularly receives copies of
analysts’ and brokers’ briefings. Reports of these meetings,
and any shareholder communications during the year, are
given to the Board.
The Company publicly publishes any significant events
affecting the Group and updates on current trading. The
Board Chair and the Non-executive Directors are also offered
the opportunity to attend meetings with major shareholders
and the Non-executive Directors, and in particular, the
Senior Independent Director, would attend such meetings if
requested to do so by any major shareholder. The Annual and
Interim Reports, together with all announcements issued to
the London Stock Exchange, are published on the Company’s
website at www.norcros.com.
The Notice of the Annual General Meeting is sent to
shareholders at least 20 working days before the meeting. It
is the Company’s practice to propose separate resolutions
on each substantially separate issue. Proxy appointment
forms allow shareholders to direct their proxy to vote either
for or against the resolution or to withhold their vote. The
Company ensures that all valid proxy appointments received
for general meetings are properly recorded and counted.
For each resolution, the following information is given at the
meeting and published as soon as reasonably practicable on
the Company’s website:
• The date of the meeting
• The text of the resolution
• The number of votes validly cast
• The proportion of the Company’s issued share capital
represented by those votes
• The number of votes cast in favour of the resolution
• The number of votes against the resolution
• The number of shares in respect of which the vote
was withheld
The Board Chair seeks to arrange for the Chairs of the Audit
and Risk, Nomination and Remuneration Committees (or a
deputy, if necessary) to be available at the Annual General
Meeting to answer any questions relating to the work of their
respective Committees.
Accountability and audit
The respective responsibilities of the Directors and auditor
in connection with the financial statements are explained
in the Statement of Directors’ Responsibilities on page 151
and the Auditor’s Report on pages 154 to 164. The Directors
ensure the independence of the auditor by requesting annual
confirmation of independence, which includes the disclosure
of all non-audit fees.
Risk management and
internal control
The Board is responsible for the Group’s system of internal
control and its effectiveness, covering all material controls,
including financial and operational risk management and
compliance. This responsibility is fulfilled through an annual
review programme of the internal control environment at
each brand. These reviews are carried out by the Group Head
of Internal Audit and Risk Assurance, who is independent of
the brands, and the results are communicated to the Audit
and Risk Committee.
The Board has carried out a robust assessment in order to
identify and evaluate what it considers to be the principal
risks facing the Group and has assessed the adequacy of the
actions taken to manage these risks. This risk management
process has been in place for the period under review and
up to the date of the approval of the Annual Report and
Accounts. The principal risks are disclosed on pages 80 to 89.
The Group’s insurance continues to be managed and co-
ordinated centrally with the assistance of insurance brokers.
This gives the Group full visibility of its claims history and the
insurance industry’s perception of the Group’s overall risk via
the respective insurance premiums. The Company examines
the size and trend of these premiums and the extent to which
it can mitigate the risk and reduce the overall risk burden in
the business by considering the appropriate level of insurance
deductible and the potential benefit of self-insurance in
some areas.
Viability
In accordance with the Code, the Board has assessed the
prospects of the Company, using a three-year assessment
timescale, and concluded that there is a reasonable
expectation that the Company will be able to meet its
liabilities and continue in operation. The full Viability
Statement is contained on page 88.
Operational structure, review
and compliance
In addition to the Chief Financial Officer, the Group has
Senior Financial Managers at its Group office. The Group
Head of Internal Audit and Risk Assurance, appointed in
March 2020, is responsible for the Internal Audit and Risk
Assurance function for the Group. Further information on
the work of this function is in the Audit and Risk Committee
Report on pages 112 to 116.
The Group operates within a structured control framework,
which includes:
• an organisational structure with clearly defined lines
of responsibility, delegation of authority and reporting
requirements;
• a culture of open communication between operational
management and Executive Management on matters
relating to risk and control;
• defined expenditure authorisation levels; and
• a comprehensive system of financial reporting, including:
– Detailed annual budgets for each brand, approved by
the Group Executive Management.
– Board approval of the overall Group’s budget and
strategic plans.
– Monthly financial reporting, comparing actual results
to budget and the prior year, with forecasts revised
where necessary.
– Board review of significant changes and adverse
variances, with remedial action taken where
appropriate.
– Weekly cash and treasury reports to the Chief
Financial Officer and periodic tax and treasury
updates to the Board.
The system of internal control is designed to manage,
rather than eliminate, the risk of failing to achieve business
objectives and can only provide reasonable, not absolute,
assurance against material misstatement or loss. It is tested
and developed as appropriate by the Group Head of Internal
Audit and Risk Assurance working in conjunction with the
Audit and Risk Committee.
The control framework as outlined above gives reasonable
assurance that the structure of controls in operation is
appropriate to the Group’s situation and that risk is kept to
acceptable levels throughout the Group.
Takeover directive
Share capital structures are included in the Directors’ Report
on pages 148 to 150.
Approved by the Board of Directors on 11 June 2025 and
signed on its behalf by:
STEVE GOOD
Board Chair
11 June 2025
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Monitoring the Company’s
reporting and risk management
Members
The Chair of the Committee, Stefan Allanson, is
considered to have recent and relevant financial
experience as he is a qualified accountant with extensive
financial leadership experience and he is currently the
chief financial officer of MJ Gleeson plc.
The Board is satisfied that the Committee has the
appropriate level of expertise to fulfil its Terms
of Reference. The Committee reviewed its own
Terms of Reference, performance and constitution
during the year.
Role and responsibilities of the
Audit and Risk Committee
The main responsibilities of the Audit and Risk
Committee (the Committee) are:
• monitoring the integrity of the financial statements
of the Company and any formal announcements
relating to the Company’s financial performance,
and reviewing significant financial reporting
judgements contained in them;
• providing advice (where requested by the Board) on
whether the Annual Report and Accounts, taken as
a whole, is fair, balanced and understandable, and
provides the information necessary for shareholders
to assess the Company’s position and performance,
business model and strategy;
• reviewing the Company’s internal financial controls
and internal control and risk management systems;
• monitoring and reviewing the effectiveness of the
Company’s Internal Audit and Risk Assurance
function;
• at the appropriate time, conducting the tender
process and making recommendations to the
Board about the appointment, reappointment and
removal of the external auditor, and approving
the remuneration and terms of engagement of the
external auditor;
• reviewing and monitoring the external auditor’s
independence and objectivity; and
• reviewing the effectiveness of the external audit
process, taking into consideration relevant UK
professional and regulatory requirements.
The Committee’s Terms of Reference are in compliance with
the UK Corporate Governance Code 2018 and provide full
details of its role and responsibilities. A copy can be obtained
from the Company’s website, www.norcros.com.
Significant financial reporting
matters in the 2025 Annual Report
The significant financial reporting matters that the
Committee considered in the year are detailed below:
Going Concern and Viability Statement
The Group has prepared a Viability Statement reflecting the
potential impact of principal risks and uncertainties, including
a situation similar in nature to the COVID-19 pandemic, on
liquidity and solvency. This has been performed by modelling
a reasonable worst-case scenario and then applying a
reverse stress test on the Group’s current forecasts. Further
details are included on page 88 and on page 169.
The Committee, alongside the Board, has reviewed and
considered the detailed forecast scenarios and agrees with
management’s conclusions.
Defined benefit pension scheme
The Group’s UK defined benefit pension scheme is significant
both in terms of its context in the overall Balance Sheet and
the results of the Group. The Group’s UK defined benefit
pension scheme (as calculated under IAS 19R) shows a
surplus of £6.8m at 31 March 2025 from a surplus position of
£16.5m at 31 March 2024.
The valuation of the present value of scheme liabilities
involves significant judgement and expertise, particularly
in respect of the assumptions used. In order to value the
liabilities, management has engaged an independent firm
of qualified actuaries, PwC. The Committee reviewed the
outputs from this work and benchmarked the assumptions,
particularly the net discount rate, with those applied by other
companies with defined benefit pension schemes with similar
characteristics and having the same measurement date. The
Committee concurred with the assumptions put forward by
management to value the liabilities.
The Committee considered the approach and judgement
taken by management in determining the value of the surplus
and concurred with management’s view.
Fair, balanced and understandable
The Committee formally reviews the Company’s annual and
interim financial statements and associated announcements,
and considers significant accounting principles, policies
and practices and their appropriateness, financial reporting
issues and significant judgements made, including those
summarised above.
The Committee also advises the Board on whether it
considers that the Annual Report and Accounts, taken as a
whole, is fair, balanced and understandable, and provides
the necessary information for shareholders to assess the
Company’s financial position and performance, strategy and
business model.
The Committee concluded that these disclosures, and the
processes and controls underlying their production, meet the
latest legal and regulatory requirements for a listed company
and that the 31 March 2025 Annual Report and Accounts is
fair, balanced and understandable.
Meetings of the Committee
The Committee met formally three times during the year
ended 31 March 2025. By invitation, the Board Chair,
Chief Executive Officer, Chief Financial Officer, Company
Secretary, Group Head of Internal Audit and Risk Assurance
and Group Financial Controller also attended each of these
meetings as well as the engagement partner and other
members of the audit team from the external auditor.
The Committee may invite other individuals either from
within the Company or external technical advisors to attend
meetings to provide information or advice as it sees fit.
At each meeting, the Committee had the opportunity to
discuss matters with the external and internal auditor without
management being present. The Chair of the Committee
also has regular discussions with the external audit partner
outside of the formal Committee process. The Head of
Internal Audit and Risk Assurance has independent access to
the Chair of the Audit and Risk Committee as required.
At each of its meetings, the Committee reviews any financial
communications issued to the market.
Stefan Allanson
Chair of the Audit and Risk Committee
OTHER MEMBERS:
• Alison Littley
• Rebecca DeNiro
MEETINGS HELD:
The Committee met three times during the year.
KEY ACTIVITIES FOR 2025:
• Monitoring key risks and risk management policies
and procedures
• Assessing the effectiveness of the Group’s
internal controls
• Monitoring the Group’s systems and controls for
complying with regulation and detecting and
preventing wrongdoings
• Assessing and selecting a new audit partner following
retirement of the previous partner
• Planning the implementation of the revisions to the
Corporate Governance Code
AREAS OF FOCUS FOR 2026:
A continued focus on developing the risk management
framework, ensuring internal controls remain effective and
further assessment of the 2024 Corporate Governance
Code, including Provision 29.
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Principal activities of the Audit and Risk Committee during the year
A wide variety of issues were addressed in the year; they are summarised in the table below:
Area Activities
Financial reporting
• Review of the Company’s trading updates and other financial communications
• Review of the Company’s interim results for the six months ended 30 September 2024
• Review of the Company’s Annual Report and Accounts for the year ended 31 March 2025,
including consideration of:
– significant financial reporting matters;
– whether the Annual Report and Accounts is fair, balanced and understandable; and
– the requirements of the going concern assessment and Viability Statement
• Review of changes to corporate reporting requirements
External audit
• Following the retirement of the previous audit partner, the Committee undertook a thorough
assessment process before selecting Gareth Singleton as audit partner
• Review of the external auditor’s proposed audit work plan for the year ended 31 March 2025,
including its assessment of the principal financial reporting risks
• Review of the external auditor’s terms of engagement and proposed fees
• Assessment of the external auditor’s independence, objectivity, qualifications and expertise,
including a review of its internal quality control checks
• Review of the findings from the external audit for the year ended 31 March 2025
Internal audit
• Review of the internal audit work programme for 2025
• Approval of the annual internal audit programme for 2026
• Review of current internal audit resource levels
• Assessment of the work carried out to test and review internal controls and cyber security,
together with the status of recommendations made and actions agreed
• Review of findings and agreed actions arising from internal audit assignments
Compliance
• Review of the whistleblowing log
• Review of the fraud and attempted fraud log
• Review of the data protection log including data incidents, data subject access requests, etc.
Risk management
• Review of the Group’s reported principal risks and uncertainties including consideration of any new
or emerging risks and uncertainties identified and amendment of current principal risks as required
• Review of the actions taken by the Group to manage its principal risks with continued focus on
cyber security risks, including the implementation of world-class Managed Detection and Response
and Managed Security Awareness services, and ESG risks, such as climate change targets
• Considered the impact of Provision 29 of the UK Corporate Governance Code 2024 in
preparation for future implementation
Governance
• Conducted an appraisal of the performance of the Committee
• Review of the Group’s policy in respect of the employment of former employees of the
external auditor
• Review of the Group’s policy in respect of the engagement of the external auditor for non-audit
services and non-audit services provided by the external auditor during the year
• Review of the Committee’s Terms of Reference and constitution in line with current best practice
• Review of the implementation of a project to bring Governance, Risk and Compliance
systems online
Internal audit framework
The Group has a dedicated Group-wide Internal Audit
and Risk Assurance function that is led by an experienced
Group Head of Internal Audit and Risk Assurance. This role
is supported by a small dedicated internal audit team based
in South Africa focused on the particular risks faced by the
Group’s retail and manufacturing operations in South Africa.
Internal audit resources are kept under constant review to
ensure an appropriate level of independent assurance is
obtained by the Committee.
The Group operates a rolling 12-month audit plan prepared
by the Group Head of Internal Audit and Risk Assurance.
The plan is risk based using assessments carried out by the
Group, includes senior management input and is reviewed
and approved by the Committee. At each meeting, the
Committee considers the results of the audits undertaken
during the preceding period and the adequacy of
management’s response to matters raised. Additionally, the
related mitigations against issues and actions raised from
these audits are systematically followed up in subsequent
Committee meetings until they are adequately resolved.
The Group control and risk self-assessment questionnaires,
which are completed annually by each business and cover
financial and information security controls, are reviewed by
the Group Head of Internal Audit and Risk Assurance and
the Group Financial Controller. The self-assessment process
includes a management representation requiring senior
managers at each business, as well as at the Group office,
to confirm that they have applied and followed all required
policies and procedures in the year. Key control issues that
arise from these reviews are raised with the Committee, with
the results of the assessments informing the audit plan and
individual audit engagements.
Group internal audit and risk
assurance activities during the year
The Group Internal Audit and Risk Assurance team provided
assurance across a wide range of risks during the year, in
line with the standards set out in the approved audit charter.
The annual audit plan, which is approved by the Committee,
included business reviews of operational units, assessing
the effectiveness of key internal controls in place over
selected systems and processes, which, this year, included
reviews of the implementation of supply chain management
policy and procedures, and the management of intellectual
property rights. In South Africa, the primary focus was on the
controls in place at retail outlets with completion of a cycle of
operational reviews across all stores. The plan also included
the South African Head Office financial and other risk-based
reviews in line with the Group audits noted above. Actions
agreed during previous audit visits were reviewed to confirm
management’s progress.
Other key activities of the function during the year
included oversight of the Group’s online awareness
training programme, which covers an expansive range of
topics including anti-bribery and corruption, information
security, data protection, cyber security and modern
slavery. Training also covers modern slavery and human
trafficking awareness, and a range of health and safety and
management soft skills training courses including diversity,
equity and inclusion, and the prevention of bullying and
sexual harassment. The team also liaises closely with our
insurers on a range of risk management projects including
cyber security, incident response, business continuity and
disaster recovery planning, along with company vehicle
driver licence checking and driver behavioural training.
Internal audit manages the annual control and risk self-
assessment process covering financial and information
security controls. This process has been brought online during
the year using third-party Governance, Risk and Compliance
(GRC) software, which will enable independent assurance
that the controls declared by management are in place
and operating effectively. This GRC software is expected to
provide functionality that will enable Internal Audit to provide
even greater assurance on the material controls in place over
the Group’s principal risks. This will empower the Board to be
able to attest to the adequacy of the internal control and risk
management frameworks, meeting future requirements of
the revised UK Corporate Governance Code.
Summaries of all findings and actions, and updates on all
audit work and other key activities, are provided at each
Audit and Risk Committee meeting.
Risk management framework
Our risk management framework is highlighted on
pages 78 and 79 of our Strategic Report. The Audit and Risk
Committee’s role in the risk management framework can be
summarised as:
1. Review of current and emerging risks through the
discussion of identified risks and mitigating actions with
divisional management in annual strategic reviews
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2. Annual review of the risk management reporting process
and associated outputs, including principal risks, to ensure
they are robust and effective and include all risks that
could threaten the business model and future strategy
3. Review of the Annual Report and Accounts to ensure
that it provides a fair reflection of risk assessments
undertaken
Internal control and risk
management review
The Board has overall responsibility for the Group’s system
of internal control and risk management and for reviewing
its effectiveness. The internal control systems are designed
to meet the needs of the Group and to manage, rather than
eliminate, the risk of failure to achieve business objectives.
Such systems can only provide reasonable, not absolute,
assurance against material misstatement or loss.
The Committee undertakes a review, at least annually,
of the effectiveness of the Company’s system of internal
controls and risk management and the Board will take
into account the Committee’s Report, conclusions and
recommendations in this regard. The Board confirms that it
has reviewed the effectiveness of the internal control system,
including financial, operational and compliance controls
and risk management in accordance with the UK Corporate
Governance Code 2018, for the period from 1 April 2024 to
the date of approval of the Annual Report and Accounts for
the year ended 31 March 2025.
Fraud and whistleblowing
The Group maintains a whistleblowing policy and engages
two independent confidential whistleblowing service
providers — one covering South Africa specifically and the
other covering all other locations. Reports on the use of these
services, any significant concerns that have been raised,
details of investigations carried out and any actions arising
as a result are reported to the Committee at each meeting.
The Committee also receives papers on incidents of fraud,
or attempted fraud, and reviews them at each meeting.
At least annually, the Committee conducts an assessment
of the adequacy of the Group’s procedures in respect of
compliance, whistleblowing and fraud.
External auditor
The Committee has primary responsibility for making
recommendations to the Board on the appointment,
reappointment and removal of the external auditor. The
Committee keeps under review the scope and results of the
audit and its effectiveness, as well as the independence and
objectivity of the auditor.
The Committee is aware of the need to safeguard the
auditor’s objectivity and independence and the issue is
discussed by the Committee and periodically with the
audit engagement partner from BDO LLP. In accordance
with Auditing Practices Board requirements, external
auditor independence is maintained by the rotation of the
engagement partner every five years. The current audit
engagement partner, Gareth Singleton, was appointed
following the retirement of Gary Harding in November 2024.
Policies on the award of non-audit work to the external
auditor and the employment of ex-employees of the external
auditor are in place and reviewed annually. The approval
of the Chair of the Committee is required prior to awarding
high-value non-audit work to the external auditor, and the
non-audit work planned and performed is monitored by the
Committee at each meeting. There was no non-audit work
awarded to the external auditor during the year.
BDO’s audit of the Group’s 2024 financial statements was
selected for review by the FRC’s Audit Quality Review (AQR)
team. The Committee considered the scope of the AQR
review, the findings from the final report from the AQR,
together with BDO’s responses and their proposed future
actions. In addition, the Chair of the Committee and Audit
Partner discussed the final report, and the Chair of the
Committee also met with the AQR directly to understand
their key findings and recommendations. Based on its overall
review and consideration of the AQR report, the Committee
is satisfied that the comments raised by the AQR have
been incorporated into the work carried out by the external
auditor and the audit continues to be effective.
The external audit starts with the design of a work plan that
addresses the key risks of the audit, which were confirmed at
the March 2025 meeting of the Committee. The Committee
also agreed the terms of engagement and the fees payable
for the engagement. At each meeting, the Committee had
the opportunity to discuss matters with the external auditor
without management being present. The Chair of the
Committee also has regular discussions with the external
audit partner outside the formal Committee process.
For the year ended 31 March 2025, the Committee was
satisfied with the independence, objectivity and effectiveness
of the relationship with BDO LLP as external auditor.
External audit tender and
appointment of auditor
The external auditor, BDO LLP, was appointed at the 2020
AGM in July 2020 following a competitive tender process.
On behalf of the Audit and Risk Committee.
STEFAN ALLANSON
Chair of the Audit and Risk Committee
11 June 2025
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Evaluating the Board and
succession planning for a
sustainable future.
Role and responsibilities of the
Nomination Committee
The main responsibilities of the Nomination Committee
(the Committee) are:
• evaluating the balance of skills, knowledge,
independence, diversity and experience of
the Board;
• succession planning for the Board and at senior
management level;
• determining the scope of the role of a new Director
and the skills and time commitment required and
making recommendations to the Board about filling
Board vacancies and Board succession; and
• appointing Directors.
The Committee’s Terms of Reference are in compliance
with the UK Corporate Governance Code 2018 and
provide full details of its role and responsibilities.
A copy can be obtained from the Company’s website,
www.norcros.com.
The Nomination Committee and the Board seek
to maintain an appropriate balance between the
Executive and Non-executive Directors. The Nomination
Committee is chaired by the Chair of the Board and
consists of all the Non-executive Directors. The Board
Chair will not chair the Committee when it deals with the
appointment of a successor to that role.
Board appointments
Following a thorough search process, Rebecca DeNiro
was appointed as an additional Non-executive Director,
effective 1 July 2024.
Induction process summary
Following successful appointment to the Board, new
Directors receive a comprehensive and tailored induction
programme. The induction programme facilitates
their understanding of the Group, its strategy and the
key drivers of business performance. It also gives an
opportunity for the Directors to meet key members of
the senior management team in the UK and South Africa
and undertake site visits. The induction also includes
dedicated time with each Board member.
Induction process example –
Rebecca DeNiro
In July 2024, following her appointment as Non-executive
Director, Rebecca DeNiro completed her induction with the
Group. This included a visit to each of the six UK brands
and a trip to our businesses in South Africa, including store
visits to our Tile Africa stores. The induction also included
an introduction to senior leadership, strategy and the
Group’s culture.
Board composition
The Nomination Committee evaluates the balance of skills,
knowledge, diversity and experience of the Board. If a new
appointment to the Board is required, the Committee will
use the appropriate selection process and will determine
the scope of the role of a new Director and the skills and
time commitment required, and make recommendations
to the Board about filling Board vacancies and appointing
additional Directors. The Committee is satisfied with the
current Board composition.
Board performance evaluation
A formal evaluation of the Board and its committees,
including the Nomination Committee, took place in the
year in accordance with the requirements of the Code. This
evaluation was conducted through detailed questionnaires.
The outcomes of it indicated that the Committee is
operating effectively, and it should continue to focus on
succession planning and talent development for divisional
leadership roles.
Succession planning
In the year under review, the Committee has continued
to focus on succession planning issues, and it is satisfied
that there are appropriate plans in place for succession
planning for Board members and senior management across
the Group.
Diversity and inclusion
When changes to the Board are required, due regard will be
given to the balance of the Board, to the benefits of different
backgrounds and experience, and to diversity on the Board,
including gender. The Board does not currently set targets
for Board diversity; however, appointments will be made in
accordance with the Group’s Diversity, Equity and Inclusion
Policy, on the basis of merit and the most appropriate
experience against objective criteria in the best interests of
shareholders. The Board endeavours to ensure that these
principles are applied throughout the Group.
The Committee is pleased to note that 40% of the Executive
Management of the Group are female (2024: 40%).
STEVE GOOD
Chair of the Nomination Committee
OTHER MEMBERS:
• Alison Littley
• Stefan Allanson
• Rebecca DeNiro
MEETINGS HELD:
The Committee met twice during the year.
KEY ACTIVITIES FOR 2025:
• Induction of new Non-executive Director
• Full Board evaluation
• Continued succession planning for Board and
senior management
• Development of updated Diversity, Equity and
Inclusion Policy
AREAS OF FOCUS FOR 2026:
• Ongoing succession planning throughout the senior
management of the Group
• Progress diversity initiatives for both gender and
ethnicity throughout the Group
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NOMINATION COMMITTEE REPORT
Compliance with Listing Rules on diversity
In 2022, the UK Financial Conduct Authority introduced Listing Rules relating to diversity (UKLR 9.8.6R(9) and (10), and UKLR
14.3.33R(1)). The Company’s position against these items is set out within this report below.
Listing Rule target
Company’s position
as at 31 March 2025 Comment
At least 40% of the Board
are women.
33% Our aspiration is to achieve 40% gender diversity, recognising
that it requires a careful and measured approach to
accommodate Board attrition, whilst maintaining the existing
profile of desired skills and experience.
At least one of the senior
Board positions (Chair, Chief
Executive Officer, Senior
Independent Director or Chief
Financial Officer) is a woman.
One position meets this
target.
Our Senior Independent Director, Alison Littley, is a woman.
The Board will continue to take this target into consideration
as part of succession planning.
At least one member of the
Board is from a minority
ethnic background (which
is defined by reference to
categories recommended by
the UK Office for National
Statistics).
No Board members
meet this target.
The Board continues to take ethnic diversity into account
when considering appointments, as per its Diversity, Equity
and Inclusion Policy, whilst noting it will continue to consider
diversity of the Board and the Group as a whole based on our
global footprint and operations, in a way that is best aligned
with our growth agenda. Being an international company,
we naturally reflect different nationalities in the Board and
senior management. This is a valuable input to ensure different
cultures are represented within decision makers, warding
against groupthink.
Number in Executive Management
Number in Executive Management
● Male
● Female
● Not specified/prefer
not to say
3 2
5
3 1
4
Number of senior positions on the Board
(CEO, CFO, SID and Chair)
Number of senior positions on the Board
(CEO, CFO, SID and Chair)
Number of Board members
Number of Board members
● Male
● Female
● Not specified/prefer not to say
● White British or other White
(including minority White groups)
● Mixed/multiple ethnic groups
● Asian/Asian British
● Black/African/Caribbean/ Black British
● Other ethnic groups, including Arab
● Not specified/prefer not to say
● White British or other White
(including minority White groups)
● Mixed/multiple ethnic groups
● Asian/Asian British
● Black/African/Caribbean/ Black British
● Other ethnic groups, including Arab
● Not specified/prefer not to say
4
2
6
Sex/gender representation
Ethnicity representation
Notes to the tables:
1 Data collection of the Board undertaken as part of our regular year end data collection.
2 The Board was provided with the categories above and asked to advise how they identify.
3 The personal data has been collected once and it will be up to the individual to advise of any change.
STEVE GOOD
Chair of the Nomination Committee
11 June 2025
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NOMINATION COMMITTEE REPORT
CONTINUED
ALISON LITTLEY
Chair of the Remuneration Committee
OTHER MEMBERS:
• Steve Good
• Stefan Allanson
• Rebecca DeNiro
MEETINGS HELD:
The Committee met six times during the year.
KEY ACTIVITIES FOR 2025:
• Implemented our existing pay policies to meet the
Group’s objectives
• Reviewed our bonus and APSP scorecards to ensure
continued close alignment with the strategy
AREAS OF FOCUS FOR 2026:
• Reviewing the Directors’ remuneration policy ahead of
the triennial renewal at the 2026 AGM
Aligning pay outcomes with the
delivery of our strategy, value
to shareholders and success for
all stakeholders
Role and responsibilities of the
Remuneration Committee
The main responsibilities of the Remuneration
Committee (the Committee) are:
• determining the remuneration policy and keeping
it under review, including consulting with, and
obtaining approval from, shareholders as
appropriate;
• implementing the approved remuneration policy
as regards to Executive Director remuneration,
benefits and incentives, including the setting of
targets and determination of payouts of all incentive
arrangements;
• ensuring alignment of the remuneration structure
for senior executives to the Executive Directors’
remuneration policy, including approval of changes
to packages;
• reviewing the Executive Directors’ remuneration
policy and the approach to implementation, in the
context of pay policies and practices across the
wider workforce, and the Group’s culture; and
• preparing the Annual Report on Remuneration, to
be approved by the members of the Company at the
Annual General Meeting.
The Committee’s Terms of Reference are in compliance
with the UK Corporate Governance Code 2018 and
provide full details of its role and responsibilities.
A copy can be obtained from the Company’s website,
www.norcros.com.
Dear shareholders,
On behalf of the Board, I am pleased to present the
Directors’ Remuneration Report for the year ended
31 March 2025.
Over the past year, we have continued to align our
remuneration practices with the evolving needs of the
business and the expectations of our stakeholders. We
remain committed to:
• A simple, transparent approach to Executive pay
• Rewarding both near-term delivery and long-term
value creation
• Reinforcing our culture and values
• Listening to the voices of our shareholders, employees
and broader stakeholders
Our remuneration structures aim to drive the right behaviours
and outcomes across the Group. This means aligning reward
with performance, as well as integrity, good governance and
long-term thinking.
The performance context for
remuneration in the year
Despite macroeconomic headwinds and inflationary
pressures in key markets, Norcros delivered a robust
underlying performance. This included:
• strong execution of strategy;
• full year revenue of £368.1m (2024: £392.1m), 0.9% higher
than prior year on a constant currency like for like basis
and 6.1% lower on a reported basis as a result of the sale
of Johnson Tiles UK in May 2024;
• underlying operating profit of £43.2m, in line with the
prior year (2024: £43.2m); and
• demonstrated resilience of the Group’s business model.
The performance reflects the quality and consistency of
leadership across the business, both from our Executive
Directors, as well as the dedication of our wider workforce.
It also reinforces the strength of our purpose-led culture and
the resilience of our operating model.
2025 pay outcomes
The Committee implemented the approved policy in the year
ended 31 March 2025, as follows:
Annual bonus
The annual bonus for the year ended 31 March 2025
continued to be based primarily on the Group’s underlying
operating profit performance. However, for the first time, a
second measure was introduced, that of working capital, with
a weighting of 20%, thus balancing the focus of profit with
operational efficiency. The robust performance of the Group
over the year ended 31 March 2025 saw operating profit
being broadly on-target, whilst working capital performance
was slightly better than the threshold set at the start of the
financial year.
The performance outcomes result in a bonus of 54.2% being
payable to the Executive Directors in respect of the year
ended 31 March 2025. 50% of the outcome will be converted
into nil-cost options under the Deferred Bonus Plan (DBP),
which are exercisable following a three-year deferral period.
In keeping with our normal practice, the Committee reviewed
the outcome in the context of the Group’s broader underlying
performance and the experience of other stakeholder
groups. Following the review, the Committee decided not to
exercise any discretion to revise the outcome.
2022 APSP
Approved performance share plan (APSP) awards were
made in July 2022 with vesting subject to three-year
aggregate EPS performance targets (as detailed on
page 138). The aggregate EPS performance condition for the
2022 APSP awards was not achieved. The 2022 APSP awards
will therefore lapse in full in July 2025.
2024 APSP
Awards for the year in review were made in July 2024 and
challenging targets set (see page 139 for further details).
Remuneration for the year to
31 March 2026
Looking ahead, our approach to Executive Director
remuneration remains grounded in Norcros’ culture, strategy
and stakeholder priorities.
The workforce context
The Committee’s decision making in relation to Executive
Director remuneration continues to be informed by the
Group’s workforce remuneration practices and the decisions
taken by management in this regard. This includes the pay
budget for the Group and the cascade of resulting increases
throughout the workforce, which informed the Committee’s
decision-making in relation to inflationary increases for the
Chief Financial Officer and the Board Chair.
The Executive Directors
The Committee keeps its approach to implementation of
the policy under review, in the context of wider business
performance and the stakeholder experience. The approach
we have resolved to adopt for the year ending 31 March 2026
is as follows:
Base salary
Thomas Willcocks was appointed Chief Executive Officer
effective 1 April 2023. His salary on appointment was
set at £420,000, an 11.8% discount to his predecessor,
thereby balancing his significant Norcros experience with
the promotion to his first FTSE Board role. In last year’s
Remuneration Report, we explained that the Committee
considered implementing its previously stated intention to
increase Thomas’ salary over time, potentially by more than
the workforce average, to a competitive level that aligns with
his performance and contribution. However, the Committee
decided not to proceed with a salary increase above the
wider workforce average for the year ended 31 March 2025,
considering the impact of particularly challenging conditions
in the South African market and the ongoing cost-of-living
pressures many colleagues were facing.
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REMUNERATION COMMITTEE REPORT
The Committee has kept under review the salary level in
the context of Thomas’ development and performance in
the role, and considers it now to be the appropriate time to
adjust Thomas’ salary to reflect his significant contribution
and development in his role as Chief Executive Officer
over the past 24 months. He has also been instrumental
in delivering outcomes in line with expectations through
ongoing portfolio management and executing against our
strategic priorities, as detailed elsewhere in this Annual
Report. In this context, the Committee decided to increase
the Chief Executive Officer’s salary to £500,000, in line with
our stated policy to set salary appropriately by reference
to the competitive landscape of other FTSE companies of
broadly similar size or sector to Norcros. Future increases
are expected to be inflationary and set by reference to the
wider workforce.
For the year ending 31 March 2026, James Eyre’s salary has
been increased to £342,784 with effect from 1 April 2025.
This 3% increase recognises James’ continued strong
performance and contribution to the Group and is below the
average increase awarded across the wider workforce.
Pension and benefits
Both Executive Directors receive a pension contribution, or
allowance in lieu, of 8% of salary, in line with the employer
contribution available for the wider UK workforce. Other
benefits consist of a car allowance of £15,000 and private
medical insurance.
Annual bonus
For the year ending 31 March 2026, the Committee is
proposing a further evolution of the bonus scorecard. The
working capital measure introduced for the year ended
31 March 2025, to address a specific short-term objective,
will be replaced by cash conversion with a weighting of 15%,
to align with a key financial pillar of the Group’s strategy.
Together with a 70% weighting on operating profit, this
ensures a continuing strong focus on short-term financial
KPIs. In order to reinforce key short-term business priorities,
we will introduce a new strategic element with a weighting
of 15%. To the extent considered not to be commercially
sensitive at the time, targets will be disclosed retrospectively
in next year’s Remuneration Report. No other changes
are proposed to the operation of the annual bonus for the
current financial year.
APSP
The Policy provides for annual APSP award limits of up to
150% and 125% of salary for the CEO and CFO, respectively.
For the year ending 31 March 2026, the Committee proposes
to use in full this APSP headroom. The Chief Executive
Officer’s award opportunity will be 150% of salary, and the
Chief Financial Officer’s award opportunity will be 125% of
salary. The increases in APSP opportunity are intended to
recognise the Executive Directors’ continued development
and valued contribution in the year in review, through the
part of the package which is contingent on delivery of the
Group’s longer-term strategy and aligned most closely with
shareholders’ interests over the next five years, as covered
by the APSP’s performance and mandatory post-vesting
holding periods.
APSP awards to be granted in 2025 will be based on a
scorecard in which Relative TSR performance, weighted
at 40%, will be introduced alongside three-year EPS
growth weighted at 60%. The revised scorecard strikes a
better balance between growth and returns, and between
relative and absolute performance. It also aligns with the
commitment we have made to evolve the scorecard over
time, thus reflecting investor feedback received during the
consultation on the 2023 Policy. Further details are set out on
page 144 of this report. The construct of the scorecard will
be kept under review for future cycles, to ensure it continues
to reinforce appropriately the key drivers and measures of
success for the Group and our stated medium-term goals
for these.
We engaged with the Group’s largest shareholders in recent
months on the proposed changes to the APSP, and welcome
the indications of broad support for the incremental increase
in the award opportunities, within Policy limits, as well as the
scorecard of measures attaching to the awards.
Shareholding guidelines
In line with the Committee’s previous approach, a
commensurate increase will be made to the shareholding
guideline applicable to each Executive Director, this being
150% of salary for the Chief Executive Officer and 125% of
salary for the Chief Financial Officer.
The Board Chair
The Committee is also responsible for setting the
remuneration of the Board Chair. In doing so, it adopts
a consistent set of principles to those for Executive and
workforce remuneration. From 1 April 2025, the Committee
has resolved to increase the Board Chair’s fee by 3%, to
£159,983 per annum.
Concluding remarks
On behalf of the Committee, we hope that we can count on
your continued support for the resolution to approve this
Directors’ Remuneration Report at the 2025 Annual General
Meeting, where I will be available to answer any questions in
relation to this report.
ALISON LITTLEY
Chair of the Remuneration Committee
11 June 2025
Remuneration disclosure
This Directors’ Remuneration Report has been prepared in
accordance with the provisions of the Companies Act 2006
and Schedule 8 of the Large and Medium-sized Companies
and Groups (Accounts and Reports) (Amendment)
Regulations 2013. The report meets the requirements of
the UK Listing Authority’s Listing Rules and the Disclosure
Guidance and Transparency Rules. In this report, we
describe how the principles of good governance relating to
Directors’ remuneration, as set out in the 2018 UK Corporate
Governance Code (the Code), are applied in practice. The
Remuneration Committee confirms that throughout the
financial year the Group has complied with these governance
rules and best practice provisions set out in the Code.
Directors’ remuneration policy
This section of the report sets out the remuneration policy
for Executive Directors and Non-executive Directors, as
approved by shareholder vote at the 2023 Annual General
Meeting. The policy came into effect on that date and will
remain effective for up to a three-year period ending on the
date of the 2026 Annual General Meeting.
Executive Director remuneration
policy table
This policy has been designed to support the principal
objective of enabling the Group to attract, motivate
and retain the people it needs to maximise the value of
the business.
Assessment of policy against the 2018 UK Corporate Governance Code
The Committee believes that the policy complies with the six pillars set out in paragraph 40 of the Code.
CLARITY
The Committee believes that the disclosure of the remuneration arrangements is transparent with
clear rationale provided on its maintenance and any changes to policy. The Committee remains
committed to consulting with shareholders on the policy and its implementation.
SIMPLICITY
The policy and the Committee’s approach to implementation are simple and well understood. The
performance measures used in the incentive plans are well aligned to the Group’s strategy.
RISK
The Committee has ensured that remuneration arrangements do not encourage and reward
excessive risk taking by setting targets to be stretching and achievable, with discretion to adjust
formulaic bonus and APSP outcomes retained by the Committee to ensure pay outcomes remain
aligned with performance outturns.
PREDICTABILITY
AND
PROPORTIONALITY
The link of the performance measures to strategy and the setting of targets balances predictability
and proportionality by ensuring outcomes do not reward poor performance.
CULTURE
The policy is consistent with the Group’s culture as well as strategy, therefore driving behaviours
that promote the long-term success of the Company for the benefit of all stakeholders.
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DIRECTORS’ REMUNERATION
POLICY REPORT
REMUNERATION COMMITTEE REPORT
CONTINUED
Component
and objective Operation Opportunity Performance measures
BASE SALARY
To enable the Group
to attract, motivate
and retain the people
it needs to maximise
the value of the
business
Generally reviewed each year,
with increases effective 1 April
with reference to salary levels
at other FTSE companies of
broadly similar size or sector to
Norcros.
The Committee also considers
the salary increases applied
across the rest of the UK
business when determining
increases for Executive
Directors.
Base salary increases are
applied in line with the outcome
of the annual review.
Salaries in respect of the year
under review (and for the
following year) are disclosed
in the Annual Report on
Remuneration.
Salary increases for Executive
Directors will normally not
exceed those of the wider
workforce over the period
this policy will apply. Where
increases are awarded in
excess of the wider employee
population, for example if
there is a material change
in the responsibility, size or
complexity of the role, the
Committee will provide the
rationale in the relevant
year’s Annual Report on
Remuneration.
n/a
PENSION
To provide a level of
retirement benefit
that is competitive in
the relevant market
Executive Directors receive
pension contributions (either
as a direct payment or a cash
allowance).
Base salary is the only element
of remuneration that is
pensionable.
Executive Directors receive
a Company contribution
in line with the employer
contribution available for the
wider workforce in the relevant
market.
n/a
BENEFITS
Provision of benefits
in line with the market
Executive Directors are
provided with a company car
(or a cash allowance in lieu
thereof) and private medical
insurance. Other benefits may
be introduced from time to time
to ensure the benefits package
is appropriately competitive
and reflects the needs and
circumstances of the Group and
individual Executive Director.
Benefits may vary by role, and
the level is determined each
year to be appropriate for the
role and circumstances of each
individual Executive Director.
It is not anticipated that the
cost of benefits (as set out
in the Annual Report on
Remuneration) would increase
materially over the period for
which this policy will apply.
The Committee retains the
discretion to approve a
higher cost in exceptional
circumstances (e.g. relocation
expenses or an expatriation
allowance on recruitment,
etc.) or in circumstances
where factors outside the
Company’s control have
changed materially (e.g. market
increases in insurance costs).
n/a
Component
and objective Operation Opportunity Performance measures
ANNUAL BONUS
AND DEFERRED
BONUS PLAN
(DBP)
To focus Executive
Directors on achieving
demanding annual
targets relating to
Group performance
and encourage
retention
Performance targets are set
at the start of the year and
aligned with the annual budget
agreed by the Board. At the
end of the year, the Committee
determines the extent to
which these targets have been
achieved.
50% of the total bonus
payment is paid in cash, and
50% is converted into nil-cost
options over Norcros shares
under the DBP. These options
are exercisable after three
years, subject to continued
employment and malus (in
whole or in part) during the
deferral period in the event
of a material misstatement
in accounting records, gross
misconduct, calculation error or
corporate failure.
Cash bonuses may be subject
to clawback over the deferral
period in similar circumstances
as identified above.
A payment equivalent to the
dividends that would have
accrued on deferred bonus
awards that vest will be made
to participants on vesting.
Maximum opportunity: 100%
of base salary.
Target opportunity: 50% of
base salary.
For threshold performance, the
bonus payout is up to 25% of
maximum.
The bonus will be based
primarily on the achievement
of financial performance
targets but may, from time
to time, include non-financial
performance measures (the
weighting of which, if any, will
be capped at 25% of the total
opportunity). Details of the
measures on which the bonus
will be based shall be disclosed
in the relevant Annual Report
on Remuneration.
The Committee has discretion
to adjust the formulaic bonus
outcomes (including down to
zero) within the limits of the
scheme to ensure alignment of
pay with performance.
Further details, including
targets attached to the bonus
for the year under review, are
provided in the Annual Report
on Remuneration.
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DIRECTORS’ REMUNERATION
POLICY REPORT CONTINUED
Component
and objective Operation Opportunity Performance measures
APPROVED
PERFORMANCE
SHARE PLAN
(APSP)
To incentivise
Executive Directors
to deliver long-term
performance that
is aligned with
shareholders’ interests
APSP awards comprise annual
conditional awards of nil-
cost options following the
announcement of the Group’s
final results.
Awards normally vest after
three years, subject to the
achievement of a performance
condition and continued
employment with the Group
until the vesting date.
To the extent an award vests,
Executive Directors will be
required to hold net vested
shares for an additional holding
period of two years.
A payment equivalent to the
dividends that would have
accrued on APSP awards
that vest will be made to
participants on vesting.
APSP awards are also subject
to malus over the vesting
period and clawback over the
holding period (in both cases
in whole or in part) in the event
of a material misstatement
in accounting records, gross
misconduct, calculation error or
corporate failure.
Maximum opportunities:
CEO – 150% of base salary.
CFO – 125% of base salary.
Threshold performance results
in 25% vesting.
Details of actual APSP awards
in respect of each year will be
disclosed in the Annual Report
on Remuneration.
Vesting of APSP awards
is dependent upon Group
performance over a three-
year period. Any non-
financial measures will have
a maximum aggregate
weighting of 25% of the
opportunity. Details of the
measures attaching to each
award cycle will be disclosed
in the relevant Annual Report
on Remuneration. At the start
of each cycle, the Committee
will determine the targets that
will apply to an award.
If the performance targets
are not met at the end of the
performance period, awards
will lapse.
The Committee has discretion
to adjust the formulaic APSP
outcomes within the limits
of the scheme if certain
relevant events take place
(e.g. a capital restructuring,
a material acquisition/
divestment, etc.) with any such
adjustment to result in the
revised targets being no more
or less challenging to achieve.
The Committee will consult
major shareholders on
changes to the APSP,
although it retains discretion
to make changes to the
performance measures
attaching to future cycles
without reverting to a full
shareholder vote.
Further details, including the
targets attached to the APSP
in respect of each year, are
disclosed in the Annual Report
on Remuneration.
SAVE AS YOU
EARN (SAYE)
To encourage the
ownership of Norcros
plc shares
An HMRC-approved scheme
where employees (including
Executive Directors) may save up
to the individual monthly limit set
by HMRC from time to time over
three years. Options are granted
at a discount of up to 20%.
Savings capped at the
individual monthly limit set by
HMRC (or other such lower
limit as the Committee may
determine) from time to time.
n/a
Component
and objective Operation Opportunity Performance measures
SHAREHOLDING
REQUIREMENTS
To align Executive
Director and
shareholder interests
and reinforce long-
term decision making,
including for a period
following cessation of
employment
Executive Directors are required
to retain at least 50% of any
DBP or APSP awards that vest
(net of tax) until they have
built up a personal holding of
Norcros plc shares worth a
defined multiple of their salaries
(of at least 100% of salary).
Details of the in-post
shareholding requirements that
apply to the Executive Directors
are set out in the Annual Report
on Remuneration.
Executive Directors will
normally be required to
maintain a holding in Norcros
plc shares for a period of two
years after they cease to be a
Director of the Group. For the
first year, this shareholding
guideline will be equal to the
lower of a Director’s actual
shareholding at the time of their
departure and the shareholding
requirement in effect at the
date of their departure and, for
the second year, 50% of that
figure.
The specific application of this
shareholding guideline will be
at the Committee’s discretion.
Only shares that are held
beneficially by an Executive
Director or their spouse or
partner, or nil-cost options
granted under the DBP count in
the assessment of whether an
Executive Director has met the
required ownership level.
n/a n/a
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DIRECTORS’ REMUNERATION
POLICY REPORT CONTINUED
Notes to the policy table
Payments from previous awards
For the avoidance of doubt, the Group will honour any commitment entered into, and Executive Directors will be eligible to
receive payment from any award made, prior to the approval and implementation of the remuneration policy detailed in this
Report. Details of these awards are, and will be, disclosed in the Annual Report on Remuneration.
Performance measure selection and approach to target setting
The measures used in the annual bonus will be selected by the Committee to directly reinforce our medium-term growth-
orientated strategy (see pages 28 and 29 for further details of the strategy; details of the measures selected for use in the bonus
for the year in review and for the coming year are set out in the Annual Report on Remuneration). For the APSP, the Committee
shall select measures that are transparent, objective and effective measures of performance that are in the long-term interests
of all of our shareholders (further details of the APSP measures are set out in the Annual Report on Remuneration).
Targets applying to the annual bonus and APSP are reviewed annually, based on a number of internal and external reference
points. Annual bonus targets are aligned with the annual budget agreed by the Board. Annual bonus targets are considered
to be commercially sensitive, but will be disclosed retrospectively in the following year’s Annual Report on Remuneration. APSP
targets reflect industry context, expectations of what will constitute appropriately challenging performance levels and factors
specific to the Group. The Committee will determine the APSP targets at the time awards are made and these targets (along
with other relevant details of the grant) will ordinarily be disclosed in the following year’s Annual Report on Remuneration.
Differences from remuneration policy for other employees
The remuneration policy for other employees is based on broadly consistent principles as described above. Annual salary
reviews across the Group take into account Group performance, local pay and market conditions, and salary levels for similar
roles in comparable companies.
Executives and senior managers are eligible to participate in annual bonus schemes. Opportunities and performance measures
vary by organisational level, geographical region and an individual’s role. Other members of the Group senior leadership team
participate in the APSP on similar terms as the Executive Directors, although award sizes may vary by organisational level. All
UK and Republic of Ireland employees are eligible to participate in the Group’s SAYE scheme on identical terms.
Performance scenario charts
The charts below provide estimates of the potential future reward opportunity for Executive Directors, and the potential
mix between the different elements of remuneration under four different performance scenarios: “Minimum”, “On target”,
“Maximum” and “Maximum + 50% share price growth (SPG)”. This information is for the current financial year, as
explained below.
Minimum
On target
Maximum
Maximum
+50%
SPG
Minimum
On target
Maximum
Maximum
+50%
SPG
Chief Executive Officer
100% £556k
£994k
£1,806k
£2,181k
56%
31%
26%
25% 19%
28%
23%
41%
51%
Chief Financial Officer
100% £386k
£665k
£1,157k
£1,371k
58%
33%
28%
26% 16%
30%
25%
37%
47%
Fixed pay Annual bonus APSP
The potential opportunities illustrated are based on the current remuneration policy applied to base salaries at 1 April 2025.
For the annual bonus, the amounts illustrated are those potentially receivable in respect of performance for the year to
31 March 2026. It should be noted that any bonus deferred into the DBP and APSP awards does not normally vest until the
third anniversary of the date of grant. This is intended to illustrate the relationship between Executive pay and performance.
The values of the DBP and APSP assume no increase in the underlying value of the shares (except the APSP value under the
“Maximum + 50% SPG” scenario) and actual pay delivered will further be influenced by changes in factors such as the Group’s
share price and the value of dividends paid.
Valuation assumptions
The “Minimum” scenario reflects base salary, pension and benefits, i.e. fixed remuneration, being the only elements of the
Executive Directors’ remuneration package not linked to performance.
The “On target” scenario reflects fixed remuneration as above, plus target bonus payout of 50% of salary, and APSP threshold
vesting at 25% of the maximum award level.
The “Maximum” scenario reflects fixed remuneration, plus full payout under all incentives, i.e. 100% of salary under the annual
bonus and full vesting of the APSP opportunity to be awarded in the year ending 31 March 2026.
The “Maximum + 50% SPG” scenario reflects fixed remuneration, plus full payout under all incentives, as described above. The
value of the APSP additionally reflects 50% SPG.
Approach to Executive Director recruitment and remuneration
External appointment
In cases of hiring or appointing a new Executive Director from outside the Group, the Remuneration Committee may make use
of all existing components of remuneration, as follows:
Component Policy
BASE SALARY
The base salaries of new appointees will be determined by reference to relevant market data,
experience and skills of the individual, internal relativities and the current salary of the incumbent in
the role.
Where a new appointee has an initial base salary set below market, the Committee may make
phased increases over a period of three years, subject to the individual’s development and
performance in the role.
BENEFITS
As set out in the policy table, benefits may include, but are not limited to, the provision of a company
car or car allowance, medical insurance, and any necessary expatriation allowances or expenses
relating to an Executive’s relocation.
PENSION
New appointees will receive pension contributions into a defined contribution pension arrangement
or an equivalent cash supplement, or a combination of both. Company contributions to pension will
be in line with that available for the wider workforce in the relevant market.
SAYE
New appointees will be eligible to participate on identical terms to all other employees.
ANNUAL BONUS
The bonus structure described in the policy table will apply to new appointees. The maximum
opportunity will be 100% of salary, pro-rated in the year of joining to reflect the proportion of that
year employed. Performance measures may include strategic and operational objectives tailored to
the individual in the financial year of joining.
50% of any bonus earned will be deferred into the DBP on the same terms as other Executive Directors.
APSP
New appointees will be granted annual awards under the APSP on the same terms as other
Executive Directors (including in relation to award opportunities), as described in the policy table.
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CORPORATE GOVERNANCECORPORATE GOVERNANCE
DIRECTORS’ REMUNERATION
POLICY REPORT CONTINUED
In determining the appropriate remuneration structure and level for the appointee, the Remuneration Committee will take
into consideration all relevant factors to ensure that arrangements are in the best interests of our shareholders. It is not the
intention of the Committee that a cash payment such as a “golden hello” would be offered. However, the Committee may make
an award in respect of a new appointment to “buyout” incentive arrangements forfeited on leaving a previous employer, over
and above the approach and award limits outlined in the table above. Any such award will be made under existing incentive
structures, where appropriate, and will be subject to the normal performance conditions of those incentives. The Committee
may also consider it appropriate to make “buyout” awards under a different structure, using the relevant Listing Rule where
necessary, to replicate the structure of forfeited awards. Any “buyout” award, however this is delivered, would have a fair
value no higher than that of the awards forfeited, taking into account relevant factors including performance conditions, the
likelihood of those conditions being met and the proportion of the vesting period remaining. Details of any such award will be
disclosed in the first Annual Report on Remuneration following its grant.
Internal promotion to the Board
In cases of appointing a new Executive Director by way of internal promotion, the policy will be consistent with that for external
appointees detailed in the table above, excluding the flexibility to make “buyout” awards. Where an individual has contractual
commitments made prior to their promotion to the Board, and it is agreed that a commitment is to continue, the Group will
continue to honour these arrangements even if there are instances where they would not otherwise be consistent with the
prevailing Executive Director remuneration policy at the time of promotion.
Service contracts and policy for payment for loss of office
Executive Directors have signed rolling contracts, terminable on 12 months’ notice by either the Group or the Director. The
Group entered into a contract with Thomas Willcocks on 1 April 2023, and with James Eyre on 1 August 2021. Copies of these
contracts are available to view at the Group’s registered office.
The Committee’s policy for Directors’ termination payments is to provide only what would normally be due to Directors
had they remained in employment in respect of the relevant notice period, and not to go beyond their normal contractual
entitlements. Any incentive arrangements will be dealt with subject to the relevant rules, with any discretion exercised by the
Committee on a case-by-case basis taking into account the circumstances of the termination. Termination payments will also
take into account any statutory entitlement at the appropriate level, to be considered by the Committee on the same basis.
The Committee will monitor and, where appropriate, enforce the Directors’ duty to mitigate loss. When the Committee believes
that it is essential to protect the Group’s interests, additional arrangements may be entered into, for example post-termination
protections above and beyond those in the contract of employment, on appropriate terms.
Under the service contracts for each Executive Director, the Company has the discretion to terminate the employment lawfully,
without any notice, by paying to the Director a sum equal to, but no more than, the salary and other contractual benefits of
the Director. The payment would be in respect of that part of the period of notice which the Director has not worked, less any
appropriate tax and other statutory deductions. The Director would be entitled to any holiday pay that may otherwise have
accrued in what would have been the notice period. The Company may pay any sums due under these pay in lieu of notice
provisions as one lump sum or in instalments of what would have been the notice period. If the Company elects to pay in
instalments, the Director is under an express contractual duty to mitigate their losses and to disclose any third-party income
they have received or are due to receive. The Company reserves the right to reduce the amount of the instalments by the
amount of such income. The Committee would expect to include similar pay in lieu of notice provisions in any future Executive
Director’s service contract.
Also under their service contracts, if the Director’s employment is terminated for whatever reason, they agree that they are not
entitled to any damages or compensation to recompense them for the loss or diminution in value of any actual or prospective
rights, benefits or expectations under, or in relation to, the APSP, the DBP, the SAYE Plan or the annual discretionary bonus
scheme. This is without prejudice to any of the rights, benefits or entitlements, which may have accrued to the Director under
such arrangements at the termination of employment.
Treatment of incentive awards upon exit
The table below summarises how awards under the annual bonus, DBP and APSP are typically treated in specific
circumstances, with the final treatment remaining subject to the Committee’s discretion:
Reason for
cessation Calculation of vesting/payment
Timing of payment/
vesting
ANNUAL BONUS
Voluntary resignation
or summary dismissal
No bonus paid. n/a
All other circumstances Bonuses are paid only to the extent that the associated objectives,
as set at the beginning of the plan year, are met. Any such bonus
would normally be paid on a pro-rata basis, taking account of the
period actually worked.
At the normal payment
date, unless the
Committee, in its absolute
discretion, determines
that awards should be
paid out on cessation of
employment.
DBP
Summary dismissal Awards lapse. n/a
Injury, illness, disability,
death, retirement with
the agreement of the
Group, redundancy or
employing company
leaving the Group
Unvested awards vest. At the normal vesting
date, unless the
Committee, in its absolute
discretion, determines that
awards should vest on
cessation of employment.
Voluntary resignation
or other reason not
stated above
Unvested awards lapse unless the Committee, in its absolute
discretion, determines that an award should vest.
If the Committee
determines that an award
should vest, then awards
will vest on their normal
vesting date, unless the
Committee, in its absolute
discretion, determines that
awards should vest on
cessation of employment.
Change of control Unvested awards will be pro-rated for the portion of the vesting
period elapsed on change of control, unless the Committee, in its
absolute discretion, determines otherwise. Awards may alternatively
be exchanged for new equivalent awards in the acquirer, where
appropriate.
On change of control.
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CORPORATE GOVERNANCECORPORATE GOVERNANCE
DIRECTORS’ REMUNERATION
POLICY REPORT CONTINUED
Reason for
cessation Calculation of vesting/payment
Timing of payment/
vesting
APSP
Summary dismissal Awards lapse. n/a
Voluntary resignation,
injury, retirement with
the agreement of the
Group, redundancy or
other reason that the
Committee determines
in its absolute
discretion
Unapproved option awards lapse unless the Committee, in its
absolute discretion, determines otherwise. Awards that do not
lapse will continue to be eligible to vest on the normal vesting
date, subject to being pro-rated for time to the date of cessation
of employment and performance over the complete performance
period. The Committee may, in its absolute discretion, determine
that awards shall vest on cessation in exceptional circumstances,
subject to being pro-rated for time and performance to the date of
cessation of employment.
Approved option awards lapse, except in the case of retirement with
the agreement of the employer, when awards will vest, subject to
pro-rating as stated above.
Any awards in a holding period will normally remain subject to the
holding requirement until the period ends.
At the normal vesting
date, unless the
Committee, in its absolute
discretion, determines
otherwise.
Death Unapproved option awards vest in full but may be subject to the
application of the performance conditions attached to them.
Approved option awards are pro-rated for time and performance to
that date.
Immediately.
Change of control Unapproved option awards vest in full, but may be subject to
the application of the performance conditions attached to them.
Approved option awards are pro-rated for time and performance to
that date.
Any awards in a holding period will normally be released.
Awards vest, subject to being pro-rated for time and performance
to the date of change of control, unless the Committee determines
otherwise. Awards may, alternatively, be exchanged for new
equivalent awards in the acquirer, where appropriate.
On change of control.
External appointments
Executive Directors are permitted to take up non-executive positions on the boards of other companies, subject to the prior
approval of the Board. The Executive Directors may retain any fees payable in relation to such appointment. Details of external
appointments and the associated fees received are included in the Annual Report on Remuneration.
Consideration of employment conditions elsewhere in the Group
The Group seeks to promote and maintain good relations with employees and (where relevant) their representative bodies as
part of its broader employee engagement strategy. The Committee is mindful of salary increases applying across the rest of the
business in relevant markets when considering salaries for Executive Directors, but does not currently consult with employees
specifically on executive remuneration policy and framework. However, as part of its broader remit, the Committee has detailed
oversight of, and is invited to input on, workforce remuneration policies and practices to help ensure these are underpinned by,
and implemented to reinforce, a consistent set of values and principles.
Consideration of shareholder views
The Committee considers shareholder views received during the year and at the Annual General Meeting each year, as well
as guidance from shareholder representative bodies more broadly, in shaping remuneration policy and in its implementation.
The vast majority of shareholders continue to express support for remuneration arrangements at Norcros. The Committee
keeps the remuneration policy under regular review, to ensure it continues to reinforce the Group’s long-term strategy and
aligns Executive Directors with shareholders’ interests. We will continue to consult shareholders before making any significant
changes to our remuneration policy.
Non-executive Director remuneration policy
Non-executive Directors (including the Board Chair) have letters of appointment which specify an initial term of at least three
years, although these contracts may be terminated in line with their notice period by either the Company or Director. In line with
the UK Corporate Governance Code guidelines, all Directors are subject to re-election annually at the Annual General Meeting.
Details of terms and notice periods for Non-executive Directors are summarised below:
Non‑executive Director Date of appointment
Notice
period
Steve Good 1 July 2023 3 months
Alison Littley 1 May 2019 1 month
Stefan Allanson 1 January 2023 1 month
Rebecca DeNiro 1 July 2024 1 month
It is the policy of the Board that Non-executive Directors are not eligible to participate in the Group’s bonus, long-term incentive
or pension schemes.
Details of the policy on fees paid to our Non-executive Directors are set out in the table below:
Component and
objective Operation Opportunity
Performance
measures
FEES
To attract and retain
Non-executive Directors
of the highest calibre
with broad commercial
experience relevant to
the Group
The fee paid to the Chair is
determined by the Committee,
excluding the Chair. The fees paid to
the other Non-executive Directors
are determined by the Chair and the
Executive Directors.
Fee levels are reviewed periodically,
with any adjustments effective
1 April. Fees are reviewed by taking
into account external advice on best
practice and fee levels at other FTSE
companies of broadly similar size and
sector to Norcros. Time commitment
and responsibility are also taken into
account when reviewing fees.
Aggregate fees are limited to
£750,000 per annum by the
Group’s Articles of Association.
Fee increases will be applied
taking into account the
outcome of the review.
The fees paid to Non-executive
Directors in respect of the
year under review (and for the
following year) are disclosed
in the Annual Report on
Remuneration.
n/a
Approach to Non-executive Director recruitment remuneration
In recruiting a new Non-executive Director, the Remuneration Committee will use the policy as set out in the table above.
A base fee in line with the prevailing fee schedule would be payable for serving as a Director of the Board, with additional fees
payable for acting as Chair of the Audit and Risk or Remuneration Committees, or as Senior Independent Director.
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CORPORATE GOVERNANCECORPORATE GOVERNANCE
DIRECTORS’ REMUNERATION
POLICY REPORT CONTINUED
The following section provides details of how our 2023 policy was implemented during the year ended 31 March 2025 and will
be implemented in the year ending 31 March 2026.
Remuneration Committee membership in the year ended 31 March 2025
The Remuneration Committee is responsible for recommending the remuneration policy for Executive Directors and senior
management to the Board, and for determining the individual remuneration arrangements for each Executive Director and
the Board Chair. The Committee’s responsibilities are set out in its Terms of Reference, which can be found on the Company’s
website at www.norcros.com.
During the year under review, the following Directors were members of the Remuneration Committee:
• Alison Littley (Committee Chair)
• Stefan Allanson
• Steve Good
• Rebecca DeNiro (from 1 July 2024)
All members of the Committee are independent. They serve on the Committee for a minimum three-year term and a maximum
of nine years, provided the Director remains independent. As part of an effectiveness review for the entire Board, an evaluation
of the Remuneration Committee was undertaken in the year to 31 March 2025. We are pleased to report this review concluded
that the Committee continues to operate effectively. The Committee has used this evaluation process to help it identify specific
areas of focus for the year ahead, as set out on page 122.
In addition, the Chief Executive Officer was invited to attend Committee meetings as appropriate to advise on specific
questions raised by the Committee and on matters relating to the performance and remuneration of senior managers, other
than in relation to his own remuneration. The Chief Legal Officer and Company Secretary acts as secretary to the Committee.
No individual was present whilst decisions were made regarding their own remuneration.
The Committee met six times during the year. Attendance by individual members at meetings is detailed on page 103.
Main activities of the Committee during the year ended 31 March 2025
The main activities carried out by the Committee during the year under review were:
• reviewing and setting salary levels for Executive Directors and senior management;
• determining the annual bonus outcome for the year ended 31 March 2024;
• setting targets for the annual bonus for the year ended 31 March 2025;
• calibrating targets for, and granting of, 2024 APSP awards;
• reviewing developments in remuneration governance;
• reviewing and setting the fees payable to the Board Chair; and
• reviewing the pay policies and practices for the wider workforce.
Advisors
During the year under review, the Committee sought independent advice from Ellason LLP, who were appointed in 2021.
Ellason is a member and signatory of the Code of Conduct for UK Remuneration Consultants, details of which can be found
at www.remunerationconsultantsgroup.com. In the year to 31 March 2025, Ellason provided the following services:
Services provided
Fees
(excl VAT)
Ellason Guidance on developments in remuneration governance and market trends (and implications for
Norcros), remuneration benchmarking for annual review, Remuneration Report drafting support
and general support to the Committee throughout the year on remuneration-related matters.
£36,580
Ellason does not provide other services to the Company or its Directors and the Committee is satisfied that the advice it
receives is independent.
Summary of shareholder voting at the Annual General Meeting
The following table shows the results of the advisory vote on the 2024 Annual Report on Remuneration at the 2024 Annual
General Meeting, and the binding vote on the remuneration policy at the 2023 Annual General Meeting:
Annual Report on
Remuneration
(2024 AGM)
Remuneration policy
(2023 AGM)
Total
number
of votes
% of
votes
cast
Total
number
of votes
% of
votes
cast
For (including discretionary) 70,117,694 99.35% 70,719,065 96.69%
Against 458,404 0.65% 2,418,167 3.31%
Total votes cast (excluding withheld votes) 70,576,098 100.00% 73,137,232 100.00%
Votes withheld 17,141 6,808
Total votes (including withheld votes) 70,593,239 73,144,040
Single figure for total remuneration for Executive Directors
(audited information)
The following table provides a single figure for total remuneration of the Executive Directors for the year ended 31 March 2025,
together with comparative figures for the year ended 31 March 2024. The values of each element of remuneration are based
on the actual value delivered, where known. The value of the annual bonus includes the element of bonus deferred under the
Deferred Bonus Plan.
Thomas Willcocks James Eyre
2025
£
2024
£
2025
£
2024
£
Base salary
1
436,800
420,000
332,800
320,000
Taxable benefits
2
16,313
16,201
15,788
15,720
Annual bonus
3
236,746
–
180,378
–
Share-based payments
4
–
81,320
–
122,999
Post-employment benefit
5
34,944
33,600
26,624
25,600
SAYE
6
–
–
–
3,274
Total fixed
488,057
469,801
375,212
361,320
Total variable
236,746
81,320
180,378
126,273
Total
724,803
551,121
555,590
487,593
1 Base salaries for 2025 reflect the amounts disclosed and explained in last year’s Directors’ Remuneration Report.
2 Taxable benefits consist of £15,000 car allowance and private medical insurance.
3 Annual bonus comprises both the cash annual bonus for performance during the year and, where applicable, the face value of the deferred bonus element on the date of
deferral. See “Annual bonus in respect of performance in the year ended 31 March 2025” overleaf for further details. No bonus was payable for the year ended 31 March 2024.
4 For 2025, the APSP value of £nil reflects the value of APSP awards granted in July 2022, which will lapse in full on 18 July 2025. For 2024, the APSP value reflects the value of
APSP awards granted in July 2021, of which 49.3% vested to Thomas Willcocks and James Eyre on 21 July 2024 (equivalent to 29,528 shares and 44,662 shares, respectively).
The reported values included the dividends accrued on these awards over the period from grant to the vesting date and were estimated last year using the three-month
average share price to 31 March 2024 of 186.7p. This has been trued up to reflect the vest-date value of awards using the share price of 245.0p in this year’s Annual Report on
Remuneration.
5 Pension benefits comprise cash in lieu. See “Total pension entitlements” on page 139 for further details.
6 Embedded gain on grant of Save As You Earn Scheme grants made in the relevant year.
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CORPORATE GOVERNANCECORPORATE GOVERNANCE
ANNUAL REPORT ON REMUNERATION
Incentive outcomes for the year ended 31 March 2025 (audited information)
Annual bonus in respect of performance in the year ended 31 March 2025
The 2025 Annual Bonus Plan was based 80% on Group underlying operating profit performance and 20% on Group working
capital for the year to 31 March 2025. The maximum annual bonus opportunity for the year was 100% of base salary for the
Chief Executive Officer and Chief Financial Officer. Based on the Company’s performance in 2025, against the stretching
targets set at the start of the year, the Committee approved annual bonus payouts for the Executive Directors at 54.2% of
maximum. Further details, including the targets set and actual performance, are provided below:
Underlying
profit target
£m
Payout
(% of
max.)
2025
outturn
£m
Bonus
(% of
max.)
Maximum 44.3 80%
Target 41.0 40% 41.6
1
47.3%
Threshold 39.5 15%
Working
capital
target
£m
Payout
(% of
max.)
2025
outturn
£m
Bonus
(% of
max.)
Maximum 65.2 20%
Target 70.9 10% 73.1
2
6.9%
Threshold 74.4 5%
1 Target was set on a pre-IFRS 16 basis; therefore, the 2025 outturn has been assessed on a similar basis, i.e. underlying operating profit of £41.6m pre-IFRS 16 (reported £43.2m).
2 Target was set on the unweighted average of 12-month end working capital balances; therefore, the 2025 outturn has been assessed on a similar basis.
In keeping with good practice, the Committee reviewed the formulaic outcome of the annual bonus in the context of business
performance and the wider stakeholder experience. The Committee concluded that the outcomes reflect the underlying
performance of the Group more generally, and the experience of other stakeholders. Accordingly, no discretion has been
exercised in relation to the bonus outcome for the 2025 financial year.
2022 APSP awards vesting
Effective July 2022, APSP awards were granted to Thomas Willcocks (86,009 shares) and James Eyre (133,027 shares). Vesting
of these awards was based on Norcros’ three-year aggregate diluted underlying EPS to 31 March 2025. Based on performance
over the performance period, against the targets originally set, the Committee has determined that these awards will lapse in
full on 18 July 2025, being the end of the relevant three-year vesting period according to the APSP rules. Performance targets
and actual performance against these, as determined by the Committee, are summarised in the table below:
Aggregate
diluted
underlying EPS % vesting
Norcros’
performance
Award vesting
(% of APSP
award)
Threshold 126.4p 25%
Maximum 144.3p 100% 101.9p 0%
Scheme interests awarded in 2025 (audited information)
2024 DBP
No annual bonus was payable in 2024 and no DBP awards were made during the year under review.
2024 APSP
During the year under review, the following APSP awards were granted to the Executive Directors:
Thomas Willcocks James Eyre
Basis of award 115% of base salary 110% of base salary
Grant date 24 July 2024 24 July 2024
Number of nil-cost options
granted
217, 454 158,476
Grant-date share price (p) 231.0 231.0
Grant-date face value (£) 502,319 366,080
Normal vesting date 24 July 2027 24 July 2027
Performance period 1 April 2024–31 March 2027 1 April 2024–31 March 2027
Performance conditions
Underlying diluted EPS in the year to
31 March 2027
Threshold: 36.1p (25% of element vesting)
Maximum: 42.7p (100% of element vesting)
Straight-line vesting between these points
Underlying diluted EPS in the year to
31 March 2027
Threshold: 36.1p (25% of element vesting)
Maximum: 42.7p (100% of element vesting)
Straight-line vesting between these points
Holding period 24 July 2027–24 July 2029 24 July 2027–24 July 2029
Total pension entitlements (audited information)
As part of their remuneration arrangements, Thomas Willcocks and James Eyre are entitled to receive pension contributions
from the Company. Under these arrangements, they can elect for those contributions to be paid in the form of taxable pension
allowance, or direct payments into a personal pension plan or the Group’s UK defined contribution scheme. If a payment is
made in the form of taxable pension allowance, the amount payable is not reduced to allow for employment taxes.
During the year, Thomas Willcocks elected to take a taxable pension allowance of £34,944 (2024: £33,600) with no amounts
paid directly into a pension scheme (2024: £nil). James Eyre elected to take a taxable pension in the year of £26,624 (2024:
£25,600) with no amounts paid directly into a pension scheme (2024: £nil). In line with the Regulations, the single figure table
reflects the total of these amounts. Thomas Willcocks and James Eyre are not members of the UK defined benefit scheme.
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CORPORATE GOVERNANCECORPORATE GOVERNANCE
ANNUAL REPORT ON REMUNERATION
CONTINUED
Single figure for total remuneration for Non-executive Directors
(audited information)
The table below sets out a single figure for the total remuneration received by each Non-executive Director for the year ended
31 March 2025 and the prior year:
Total fee
2025
£
2024
£
Steve Good
1
155,324
103,772
Alison Littley
63,199
59,998
Stefan Allanson
59,986
55,277
Rebecca DeNiro
2
39,366
—
1 Steve Good was appointed on 1 July 2023 and became Board Chair on 26 July 2023.
2 Rebecca DeNiro was appointed on 1 July 2024.
Payments to past Directors (audited information)
No payments were made to past Directors during the year. As previously reported, Nick Kelsall retired with effect from
31 March 2023. As described in previous reports, he retained an interest in the APSP award granted to him in 2022. Following
the end of the performance period, this award will lapse in full, as reported above in relation to the awards held by the
Executive Directors.
Payments for loss of office (audited information)
No payments for loss of office were made to Directors during the year.
External appointments in the year
No external appointments were held by the Executive Directors during the year.
Percentage change in Director remuneration
The table overleaf shows the annual percentage change in remuneration from 2020 to 2025 for each individual who served
as a Director during the year ended 31 March 2025, compared with the percentage change in remuneration for all UK staff
employed in continuing operations. Norcros plc has no employees other than the Directors. A UK subset of employees (who are
employed by the UK operating subsidiary of Norcros plc) was selected as a suitable comparator group for this analysis because
the Directors (who are employed or engaged by Norcros plc) are based in the UK (albeit with global roles and responsibilities)
and pay changes across the Group vary widely depending on local market conditions (in particular fluctuations in the
exchange rate between the South African Rand and Sterling). The comparison uses a per capita figure and, accordingly, this
reflects an average across the Group’s businesses. The impact of operational factors such as new joiners and leavers and the
mix of employees is therefore not taken into account.
Salary or fees
1
Benefits Bonus
2025 2024 2023 2022 2021 2025 2024 2023 2022 2021 2025 2024 2023 2022 2021
Executive Directors
Thomas Willcocks
2
4.0%
n/a n/a n/a n/a
0.7%
n/a n/a n/a n/a
n/a
n/a n/a n/a n/a
James Eyre
4.0%
10.3% 11.1% n/a n/a
0.4%
23.6% 0.1% n/a n/a
n/a
(100%) (64.2%) n/a n/a
Non‑executive Directors
Alison Littley
5.3%
7.1% 17.5% 8.4% (5.0%)
n/a
n/a n/a n/a n/a
n/a
n/a n/a n/a n/a
Stefan Allanson
4
8.5%
12.8% n/a n/a n/a
n/a
n/a n/a n/a n/a
n/a
n/a n/a n/a n/a
Rebecca DeNiro
3
n/a
n/a n/a n/a n/a
n/a
n/a n/a n/a n/a
n/a
n/a n/a n/a n/a
Steve Good
5
33.5%
n/a n/a n/a n/a
n/a
n/a n/a n/a n/a
n/a
n/a n/a n/a n/a
Average of other
employees
7.5%
14.0% 2.8% 13.0% (3.6%)
10.8%
(11.0%) (8.6%) 4.0% 6.7%
25.9%
55.0% (27.0%) (18.8%) n/a
1 Salary and fee figures are annualised for this comparison. Note that individuals who were Directors during the period under review, but not at any point during the year ended
31 March 2025, have not been included. The percentage changes in their remuneration for prior years (and in which they were a Director) are disclosed in relevant previous
Annual Report and Accounts.
2 Thomas Willcocks was appointed as Chief Executive Officer on 1 April 2023, therefore the previous annual percentage changes in remuneration are not applicable.
3 Rebecca DeNiro joined the Board on 1 July 2024, therefore the annual percentage change in remuneration is not applicable.
4 Stefan Allanson joined the Board during the 2023 financial year. The percentage change for 2024 was based on an annualised fee for 2023.
5 Steve Good was appointed Chair on 1 July 2023 and became Board Chair on 26 July 2023. The percentage change assumes he would have been a Non-executive Director for
the period 1 April 2023 to 30 June 2023 had he been appointed at the start of the 2024 financial year.
Relative importance of spend on pay
The table below shows shareholder distributions and Norcros’ expenditure on total employee pay for the year under review and
the prior year, and the percentage change year on year.
2025
£m
2024
£m % change
Dividends (i.e. total payments made in year)
9.2
9.1 1.1%
Dividend per share (i.e. total dividend per share in pence in respect of year)
10.4p
10.2p 2.0%
Total staff costs
1
71.0
75.8 (6.3%)
1 Total staff costs have reduced following the sale of Johnson Tiles UK in May 2024.
CEO pay ratio
The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 (the Regulations)
require certain companies to disclose the ratio of the Chief Executive’s pay, using the amount set out in the single total figure
table (shown in this report on page 137), to that of the total remuneration of full-time equivalent UK employees at the 25th
percentile, median and 75th percentile. The required information is set out in the table below:
Year Method
25th
percentile
pay ratio
Median
pay ratio
75th
percentile
pay ratio
2025 Option B 1:29.1 1:24.8 1:12.6
2024 Option B 1:24.0 1:17.5 1:14.0
2023 Option B 1:49.7 1:41.2 1:28.2
2022 Option B 1:37.6 1:35.4 1:20.3
2021 Option B 1:36.2 1:30.5 1:19.9
2020 Option B 1:27.8 1:27.3 1:15.6
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
140
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
141
CORPORATE GOVERNANCECORPORATE GOVERNANCE
ANNUAL REPORT ON REMUNERATION
CONTINUED
CEO pay
£
P25 pay
£
P50 pay
£
P75 pay
£
2025 Total remuneration 724,803 24,917 29,191 57,478
Base salary 436,800 22,308 27,115 46,122
2024 Total remuneration 551,121 22,951 31,500 39,326
Base salary 420,000 21,684 30,000 37,100
2023 Total remuneration 1,125,035 22,641 27,293 39,947
Base salary 476,000 21,372 25,994 38,045
2022 Total remuneration 865,789 23,025 24,450 42,720
Base salary 388,470 21,000 23,000 38,150
2021 Total remuneration 815,581 22,505 26,772 41,080
Base salary 358,297 22,500 26,772 40,600
2020 Total remuneration 561,776 20,173 20,543 36,009
Base salary 377,155 19,329 19,752 35,000
The 25th percentile, median and 75th percentile figures used to determine the above ratios were selected by reference to
the hourly pay figures for the Group’s UK workforce, taken from its gender pay gap statistics for the relevant year and from
these identifying the three employees who are at each relevant percentile. The full-time equivalent annualised remuneration
(comprising salary, benefits, pension, annual bonus and long-term incentives) for those employees for the year ended
31 March 2025 was then calculated. This methodology is defined in the Regulations as Option B, which was chosen as the
most appropriate methodology given the employee demographics of the Group’s UK workforce. The year on year trend of
pay ratios for each percentile is that the ratios have increased. This is due to stronger outcomes under variable elements of
the CEO’s remuneration year on year, which comprise a higher percentage of the total package than for the employees at
P25, P50 and P75.
Performance graph and table
The following graph shows the ten-year TSR performance of the Company relative to the FTSE All-Share Construction and
Materials Index. This comparator was chosen because the Company is a constituent member of this index.
Total shareholder return (Value of £100 invested on 31 March 2015)
FTSE All-Share Index
Norcros
50
100
150
200
250
300
350
31 March
2025
31 March
2024
31 March
2023
31 March
2022
31 March
2021
31 March
2020
31 March
2019
31 March
2018
31 March
2017
31 March
2016
31 March
2015
The table below details the Group Chief Executive’s single figure of remuneration over the same period:
CEO single figure of remuneration (£000)
Incumbent
2016
Nick
Kelsall
2017
Nick
Kelsall
2018
Nick
Kelsall
2019
Nick
Kelsall
2020
Nick
Kelsall
2021
Nick
Kelsall
2022
Nick
Kelsall
2023
Nick
Kelsall
2024
Thomas
Willcocks
2025
Thomas
Willcocks
Total remuneration £928,764 £1,025,158 £971,710 £970,860 £561,776 £815,581 £865,789 £1,125,035 £551,121
£724,803
Annual bonus (as a %
of max. opportunity)
81% 68% 50% 61% – 100% 100% 32% –
54.2%
APSP vesting (as a %
of max. opportunity)
100% 100% 100% 58% 26% – – 99% 49%
–
Implementation of Executive Director remuneration policy for the year to
31 March 2026
As described in the annual statement prefacing this report, the Remuneration Committee conducted a thorough review of
Executive Directors’ remuneration, effective 1 April 2025. The results of this review are as follows:
Base salary
The Committee resolved to award an inflationary salary increase of 3% (below the wider workforce average of 4%) to James
Eyre. Effective 1 April 2025, his salary is £342,784. The salary for Thomas Willcocks will be increased to £500,000. As previously
noted, Thomas’ salary was initially set at a discount to his predecessor, with the intention to increase this over time to an
appropriately competitive level commensurate with his performance and contribution.
Pension
Both Executive Directors continue to receive a pension contribution, or allowance in lieu, of 8% of salary, in line with the
employer contribution available for the wider UK workforce.
Benefits
Other benefits continue to consist of car allowance of £15,000 and private medical insurance.
Annual bonus
The annual bonus opportunity for Executive Directors will remain unchanged for the 2026 financial year with a maximum
bonus opportunity of 100% of salary. The bonus outcome for Executive Directors will continue to be based primarily on Group
underlying operating profit (to be weighted 70% of the opportunity). Working capital will be replaced by cash conversion
(weighted 15%), to align with a key financial pillar for the Group’s strategy with the remaining 15% linked to strategic objectives
which for the year ending 31 March 2026 will be linked to strategy execution, employee engagement, and talent development.
Of any bonus earned, 50% will be deferred into nil-cost options for a further three years under the DBP. Annual bonus targets
will be disclosed in next year’s Annual Report on Remuneration, subject to these no longer being considered by the Board to be
commercially sensitive.
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
142
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
143
CORPORATE GOVERNANCECORPORATE GOVERNANCE
ANNUAL REPORT ON REMUNERATION
CONTINUED
APSP
APSP awards will be made in the 2026 financial year to the Executive Directors, with face values of 150% of salary for
Thomas Willcocks, and 125% of salary for James Eyre. Vesting of these awards will be subject 60% to the achievement of
suitably stretching EPS targets and 40% to the Group’s total shareholder return performance relative to companies comprising
the consumer and industrials segments of the FTSE SmallCap index (circa 45 companies at 31 March 2025). EPS targets will
continue to be set on a point to point basis and will be disclosed in next year’s Annual Report on Remuneration. The EPS
element of the APSP will also continue to be subject to a discretionary assessment by the Committee of the quality of earnings
over the performance period by reference to the Group’s return on capital employed performance. TSR will be measured over a
three-year period to 31 March 2028. Threshold (25%) vesting of this element will require the Group’s TSR to be median against
the comparator group, increasing on a straight line sliding scale to full vesting if the Group’s TSR is at least upper quartile. To the
extent an award vests, vested shares will be subject to a further two-year holding period.
SAYE
Thomas Willcocks and James Eyre will continue to be able to participate in any SAYE contract offered to all employees,
on identical terms.
Implementation of Non-executive Director remuneration policy for the year
to 31 March 2026
The Committee reviewed the Board Chair’s fee, and resolved to award an inflationary increase of 3% for the 2026 financial
year. The Board Chair and the Executive Directors reviewed Non-executive Director fees and concluded to implement
similar inflationary increases (which are below the wider workforce average), as set out below. Fees for acting as the Senior
Independent Director and for chairing a committee increased to £10,000 to better reflect the additional time commitments of
these roles. Accordingly, for the 2026 financial year, Non-executive Director fees will be as follows:
Non‑executive Director
Fee at
1 April
2025
Fee from
1 April
2024
Board Chair (determined by the Committee)
£159,983
£155,324
Non-executive Director
£54,062
£52,488
Additional fee for acting as Senior Independent Director
£10,000
£3,213
Additional fee for chairing Audit and Risk or Remuneration Committees
£10,000
£7,498
Executive Director shareholdings (audited information)
The table below shows the shareholding of each Executive Director and their respective shareholding requirement as at
31 March 2025:
Options held
Shares owned
Vested but
not exercised
Unvested
and subject to
performance
Unvested but
not subject to
performance
Shareholding
guideline
% of salary
% current
holding
Requirement
met?
Thomas Willcocks 90,001
–
550,521
–
100% 48% Building
James Eyre 108,656
–
479,738 80,600 100% 75% Building
Current shareholding is based on shares owned outright and valued using the average share price over the 12 months ended
31 March 2025 of 230.7p.
Details of the options held are provided in the table below.
Directors’ share scheme interests (audited information)
Scheme
Date
of grant
Vested
date
Expiration
date
Exercise
price
Shares
under
option
1 April
2024
Granted
in 2025
Vested
in 2025
Exercised
in 2025
Lapsed
in 2025
Shares
under
option
31 March
2025
Thomas
Willcocks
APSP
21.07.21 21.07.24 21.07.31
–
59,895
– –
(29,528) (30,367)
–
19.07.22 19.07.25 19.07.32
–
86,009
– – – –
86,009
26.07.23 26.07.26 26.07.33
–
247,058
– – – –
247,058
24.07.24 24.07.27 24.07. 34
– –
217,454
– – –
217,454
Total 392,962 217, 454
–
(29,528) (30,367)
550,521
James
Eyre
DBP
19.07.22 19.07.25 19.07.32
–
39,894
–
–
– –
39,894
26.07.23 26.07.26 26.07.33
–
27,550
– – – –
27,550
Total 67,444
–
–
– –
67,444
APSP
21.07.21 21.07.24 21.07.31
–
90,594
–
–
(44,662) (45,932)
–
19.07.22 19.07.25 19.07.32
–
133,027
– –
–
–
133,027
26.07.23 26.07.26 26.07.33
–
188,235
– –
–
–
188,235
24.07.24 24.07.27 24.07. 34
– –
158,476
– – –
158,476
Total 411,856 158,476
–
(44,662) (45,932)
479,738
SAYE
22.12.23 01.02.27 01.08.27 141p 13,156
– – – –
13,156
Total 13,156
– – –
–
13,156
Three‑year
aggregate
EPS targets
Three‑year
aggregate
EPS targets
Three‑year
aggregate
EPS targets
March 2027
EPS
Performance % vesting 21.07.21 award 19.07.22 award 26.07.23 award 24.07.24 award
Threshold 25% 103.0p 126.4p 98.7p 36.1p
Maximum 100% 117.5p 144.3p 105.6p 42.7p
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
144
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
145
CORPORATE GOVERNANCECORPORATE GOVERNANCE
ANNUAL REPORT ON REMUNERATION
CONTINUED
Shareholder dilution
The Group’s share incentive plans operate in line with the Investment Association’s Principles of Remuneration, which require
that commitments under all share schemes satisfied by newly issued shares must not exceed 10% of the issued share capital
in any rolling ten-year period, of which up to 5% may be used to satisfy options under Executive share schemes. The Group’s
position against the dilution limits at 31 March 2025 was 3.1% for the all-schemes limit and 0.9% for Executive schemes.
Statement of Directors’ shareholding and share interests
(audited information)
Director
31 March
2025
Ordinary
shares
1
31 March
2024
Ordinary
shares
Steve Good
60,000
60,000
Thomas Willcocks
90,001
74,352
James Eyre
108,656
84,986
Alison Littley
–
–
Stefan Allanson
21,943
–
Rebecca DeNiro
–
–
1 Includes shares held by connected persons.
This report was approved by the Board of Directors on 11 June 2025 and signed on its behalf by:
ALISON LITTLEY
Chair of the Remuneration Committee
11 June 2025
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
146
CORPORATE GOVERNANCE
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
147
CORPORATE GOVERNANCE
ANNUAL REPORT ON REMUNERATION
CONTINUED
The Directors present their Annual Report and the audited consolidated
financial statements for the year ended 31 March 2025.
Principal activities
The Company acts as a holding company for the Norcros
Group. The Company’s registered number is 3691883 and the
Company is registered and domiciled in England.
The Group’s principal activities are the development,
manufacture and marketing of mid-premium bathroom and
kitchen products with market-leading brands primarily in the
UK, Ireland and South Africa.
Accounting reference date
The Company has adopted an accounting period of 52
weeks, and as a result of this, the exact year end date was
30 March 2025. All references to the financial year therefore
relate to the 52 weeks commencing on 1 April 2024. In
the previous year, the accounting period was 52 weeks,
beginning on 3 April 2023 and ending on 31 March 2024.
Results and dividends
The information that fulfils the requirements of the Business
Review, which is incorporated in the Directors’ Report by
reference, including the review of the Group’s business and
future prospects, is included in the Chair’s Statement, the
Chief Executive Officer’s Review and the Strategic Report
on pages 20 to 97. Key performance indicators are shown on
pages 44 and 45.
The Directors recommend a final dividend for the year
ended 31 March 2025 of 6.9p (2024: 6.8p). This follows the
decision to pay an interim dividend earlier in the year of
3.5p (2024: 3.4p).
Directors’ and officers’ liability
insurance and indemnities
The Company purchases liability insurance cover for its
Directors and officers, which gives appropriate cover for
any legal action brought against them. The Company
also provides an indemnity for its Directors (to the extent
permitted by the law) in respect of liabilities which could
occur as a result of their office. This indemnity does not
provide cover should a Director be proven to have acted
fraudulently or dishonestly.
Purchase of own shares
In 2007 the Company formed the Norcros Employee Benefit
Trust (the Trust). The purpose of the Trust is to meet part
of the Company’s liabilities under the Company’s share
schemes. The Trust acquired 25,000 shares during the year
(2024: 550,000). At the Company’s 2024 Annual General
Meeting, the shareholders authorised the Company to make
market purchases of up to 8,962,677 ordinary shares. At the
forthcoming Annual General Meeting, shareholders will be
asked to renew the authority to purchase its own shares
for another year. Details are contained in the AGM Notice
of Meeting, which is available from the Company’s website
www.norcros.com.
Employees/fostering
business relations
Details of the Group’s engagement with, and policies
towards, its employees are contained on page 96. Details
of how the Group fosters good business relations with its
suppliers and other business partners are contained on
pages 69 and 70 and 90 to 92. All these details form part
of the Directors’ Report and are incorporated into it by
cross-reference.
Directors
Biographical details of the present Directors are set out
on pages 100 and 101 and on the Company’s website:
www.norcros.com. The Directors who served during the
year and to the date of this Report are set out below:
Director Role
Steve Good Chair
Alison Littley Non-executive Director
Stefan Allanson Non-executive Director
Rebecca DeNiro Non-executive Director
(from 1 July 2024)
Thomas Willcocks Chief Executive Officer
James Eyre Chief Financial Officer
The interests of the Directors in the shares of the Company at
31 March 2025 and 31 March 2024 are shown on page 146.
Compliance with Listing Rules
on diversity
The Company’s compliance with Listing Rules UKLR
9.8.6R(9) and (10), and UKLR 14.3.33R(1), relating to Board
and Executive Management diversity, is disclosed in the
Nomination Committee Report on pages 118 to 121.
Substantial shareholdings
The Company has received notification that the following
were interested in voting rights representing 3% or more of
the Company’s issued share capital at the stated date:
% of total
voting rights
Name
31 March
2025
J O Hambro Capital
Management Ltd
10.10
FIL Ltd 9.99
Premier Miton Group 9.01
Canaccord Genuity Group Inc 8.78
River Global Investors LLP 5.00
SVM Asset Management 4.82
Allianz Global Investors GmbH 4.53
M&G plc 4.30
Artemis Fund Managers 4.06
Gresham House Asset
Management Ltd
3.13
There have been no changes between the year end and
10 June 2025, the nearest practical date to the preparation of
this report.
Energy and greenhouse gas
emissions reporting
The Board has included emissions data in its SECR Statement
on pages 76 and 77 in order to meet the Company’s
obligation under The Companies (Directors’ Report) and
Limited Liability Partnerships (Energy and Carbon Report)
Regulations 2018 to disclose the Group’s worldwide emissions
of the “greenhouse gases” (GHGs) attributable to human
activity measured in tonnes of carbon dioxide equivalent.
We have reported on all of the emission sources, being
scopes 1, 2 and 3 emissions. These are emissions from
activities for which the Group is responsible, emissions
resulting from the purchase of electricity, heat, steam or
cooling by a business in the Group for its own use, and
emissions from the activities from assets not owned or
controlled by the Group, but that the Group indirectly affects
in its value chain. Also reported are the figures for aggregate
energy consumed by the Group, expressed in kWh. We use
the ratio of total emissions (measured in tonnes of CO
2
e)
to the total revenue of the Group (£368.1m) as our chosen
intensity measure. This ratio is chosen because it enables us
to compare energy use relative to the overall level of business
activity in revenue terms, consistently year on year.
The Group recognises that its scope 1 and 2 GHG emissions
only reflect a proportion of our total carbon footprint across
the value chain. A more holistic approach to reducing our
indirect impacts will be required to deliver the scale of
reductions demanded by the climate science, and we keep
the embodied carbon impacts of the materials we use and of
our logistics supply chain under review.
We have used the GHG Protocol Corporate Accounting
and Reporting Standard (revised edition), data gathered
to fulfil our requirements under the CRC Energy Efficiency
scheme, and emission factors from the UK Government’s
GHG Conversion Factors for Company Reporting 2018. We
use the best information available to us, such as invoice
data or measured energy usage. Where no more suitable
data sources are available, we have used, where practicable,
estimates based on the appropriate information that is
available to the Group.
Political donations
There were no political donations (2024: £nil).
Research and development
The Group’s expenditure on research and development is
disclosed in note 3 to the financial statements and is focused
on the development of new products.
Corporate governance
Details of the Group’s corporate governance are contained
on pages 108 to 111. This Corporate Governance Report forms
part of the Directors’ Report and is incorporated into it by
cross-reference.
Going concern
Having taken into account the principal risks and
uncertainties facing the Group detailed on pages 78 to 89 in
the Strategic Report, the Board considers it appropriate to
prepare the financial statements on the going concern basis,
as explained in note 1 to the financial statements.
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
148
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
149
CORPORATE GOVERNANCECORPORATE GOVERNANCE
DIRECTORS’ REPORT
In respect of the Annual Report, the
Directors’ Remuneration Report and
the financial statements
The Directors are responsible for preparing the Annual
Report, the Directors’ Remuneration Report and the financial
statements in accordance with UK-adopted international
accounting standards and applicable law and regulation.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law, the
Directors are required to prepare the Group financial
statements in accordance with UK-adopted international
accounting standards and have elected to prepare the
Company financial statements in accordance with United
Kingdom Generally Accepted Accounting Practice (United
Kingdom Accounting Standards and applicable law). Under
company law, the Directors must not approve the financial
statements unless they are satisfied that they give a true and
fair view of the state of affairs of the Group and Company
and of the profit or loss of the Group for that period. In
preparing the financial statements, the Directors are
required to:
• select suitable accounting policies and then apply
them consistently;
• state whether applicable international accounting
standards have been followed for the Group financial
statements and United Kingdom Accounting Standards,
comprising FRS 101, have been followed for the Company
financial statements, subject to any material departures
disclosed and explained in the financial statements;
• make judgements and accounting estimates that are
reasonable and prudent;
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the Group
and Company will continue in business; and
• prepare a Directors’ Report, a Strategic Report and a
Directors’ Remuneration Report, which comply with the
requirements of the Companies Act 2006.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Group and Company’s transactions and disclose with
reasonable accuracy, at any time, the financial position of
the Group and Company and enable them to ensure that the
financial statements and the Directors’ Remuneration Report
comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are responsible for ensuring that the Annual
Report and Accounts, taken as a whole, are fair, balanced
and understandable and provide the information necessary
for shareholders to assess the Group’s position and
performance, business model and strategy.
Website publication
The Directors are responsible for ensuring the Annual Report
and the financial statements are made available on a website.
Financial statements are published on the Company’s
website in accordance with legislation in the United Kingdom
governing the preparation and dissemination of financial
statements, which may vary from legislation in other
jurisdictions. The maintenance and integrity of the Company’s
website is the responsibility of the Directors. The Directors’
responsibility also extends to the ongoing integrity of the
financial statements contained therein.
Directors’ responsibilities pursuant
to DTR 4
The Directors confirm, to the best of their knowledge, that:
• the financial statements have been prepared in
accordance with the applicable set of accounting
standards, give a true and fair view of the assets,
liabilities, financial position and profit and loss of the
Group; and
• the Annual Report includes a fair review of the
development and performance of the business and the
financial position of the Group and Company, together
with a description of the principal risks and uncertainties
that they face.
THOMAS WILLCOCKS JAMES EYRE
Chief Executive Officer Chief Financial Officer
11 June 2025
Financial risk management
The Group’s operations expose it to a variety of financial
risks. Details of the risks faced by the Group are provided in
note 21 to the financial statements.
Takeover directive
The Company has only one class of shares, being ordinary
shares, which have equal voting rights. The holdings of
individual Directors are disclosed on page 146.
There are no significant agreements to which the Company
is a party which take effect, alter or terminate in the event of
a change of control of the Company, except for the banking
facilities dated 7 March 2022 in respect of the £130.0m
unsecured revolving credit facility and the £70.0m accordion
facility, which contain mandatory prepayment provisions on
a change of control.
There are no provisions within Directors’ employment
contracts which allow for specific termination payments
upon a change of control.
Statement of disclosure of
information to auditor
In the case of each of the persons who are Directors, the
following applies:
a. So far as the Director is aware, there is no relevant audit
information of which the Company’s auditor is unaware.
b. They have taken all the steps that they ought to have
taken as a Director in order to make themselves aware of
any relevant audit information and to establish that the
Company’s auditor is aware of that information.
Independent auditor
A resolution to re-appoint BDO LLP as auditor to the
Company will be proposed at the Annual General Meeting.
Annual General Meeting
The Annual General Meeting of the Company will take place
at 11.00 am on 23 July 2025 at Addleshaw Goddard LLP, 60
Chiswell Street, London EC1Y 4AG. The notice convening that
meeting, together with the resolutions to be proposed, are
available on request from the Company (info@norcros.com)
or from the Company’s website (https://www.norcros.com/
investors/shareholder-services/meetings-and-voting/).
The Directors recommend that all shareholders vote in favour
of all of the resolutions to be proposed, as the Directors intend
to do so in respect of their own shares, and consider that they
are in the best interests of the Company and the shareholders
as a whole.
By order of the Board
RICHARD COLLINS
Company Secretary
11 June 2025
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
150
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
151
CORPORATE GOVERNANCECORPORATE GOVERNANCE
STATEMENT OF DIRECTORS’
RESPONSIBILITIES
DIRECTORS’ REPORT
CONTINUED
FINANCIAL STATEMENTS
Independent Auditor’s Report
154
Consolidated Income Statement
165
Consolidated Statement of
Comprehensive Income
165
Consolidated Balance Sheet
166
Consolidated Cash Flow Statement
167
Consolidated Statement of
Changes in Equity
168
Notes to the Group Accounts
169
Parent Company Balance Sheet
206
Parent Company Statement of
Changes in Equity
207
Notes to the Parent Company Accounts
208
FINANCIAL
STATEMENTS
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
153
FINANCIAL STATEMENTS
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
152
FINANCIAL STATEMENTS
Opinion on the financial statements
In our opinion:
• the financial statements give a true and fair view of the
state of the Group’s and of the Parent Company’s affairs
as at 31 March 2025 and of the Group’s profit for the year
then ended;
• the Group financial statements have been properly
prepared in accordance with UK adopted international
accounting standards;
• the Parent Company financial statements have been
properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
• the financial statements have been prepared in
accordance with the requirements of the Companies
Act 2006.
We have audited the financial statements of Norcros plc
(the ‘Parent Company’) and its subsidiaries (the ‘Group’)
for the year ended 31 March 2025 which comprise the
consolidated income statement, the consolidated statement
of comprehensive income, the consolidated balance sheet,
the consolidated cashflow statement, the consolidated
statement of changes in Equity and notes to the financial
statements, including material accounting policy information,
the parent company balance sheet, the parent company
statement of changes in equity and notes to the financial
statements, including material accounting policy information.
The financial reporting framework that has been applied
in the preparation of the Group financial statements is
applicable law and UK adopted international accounting
standards as applied in accordance with the provisions of the
Companies Act 2006. The financial reporting framework that
has been applied in the preparation of the Parent Company
financial statements is applicable law and United Kingdom
Accounting Standards, including Financial Reporting
Standard 101 Reduced Disclosure Framework (United
Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further
described in the Auditor’s responsibilities for the audit of the
financial statements section of our report. We believe that the
audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion. Our audit opinion is
consistent with the additional report to the audit committee.
Independence
Following the recommendation of the Audit and Risk
Committee, we were appointed by the Directors on
30 July 2020 to audit the financial statements for the year
ended 31 March 2021 and subsequent financial periods. The
period of total uninterrupted engagement including retenders
and reappointments is 5 years, covering the years ended
31 March 2021 to 31 March 2025. We remain independent
of the Group and the Parent Company in accordance with
the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical
Standard as applied to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance
with these requirements. The non-audit services prohibited
by that standard were not provided to the Group or the
Parent Company.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that
the Directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the Group
and the Parent Company’s ability to continue to adopt the
going concern basis of accounting included:
• We obtained management’s assessment that supports
the Directors’ conclusions with respect to the disclosures
provided around going concern;
• We challenged the rationale for the assumptions utilised
in the forecasts, using our knowledge of the business, the
sector and wider commentary available from competitors
and peers;
• We considered the appropriateness of management’s
forecasts by testing their mechanical accuracy, assessing
historical forecasting accuracy and understanding
management’s consideration of downside sensitivity
analysis;
• We obtained an understanding of the financing facilities
from the finance agreements, including the nature of the
facilities, covenants and attached conditions;
• We assessed the facility and covenant headroom
calculations, and reperformed sensitivities on
management’s base case and stressed case
scenarios; and
• We reviewed the wording of the going concern
disclosures and assessed its consistency with the
directors’ assessment of going concern, including
underlying management forecasts.
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast
significant doubt on the Group and the Parent Company’s
ability to continue as a going concern for a period of at
least twelve months from when the financial statements are
authorised for issue.
In relation to the Parent Company’s reporting on how it
has applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation to
the Directors’ statement in the financial statements about
whether the Directors considered it appropriate to adopt the
going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections
of this report.
Overview
Key audit
matters
2025 2024
Valuation of pension liabilities
Impairment of goodwill and intangible assets
Disposal Accounting for Johnson Tiles UK
Materiality
Group financial statements as a whole
£1.75m (2024: £1.30m) based on 5% (2024: 5%) of Profit before tax adjusted for non-recurring costs
including the loss on disposal of Johnson Tiles UK and related professional fees.
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding
of the Group and its environment, the applicable financial
reporting framework and the Group’s system of internal
control. On the basis of this, we identified and assessed
the risks of material misstatement of the Group financial
statements including with respect to the consolidation
process. We then applied professional judgement to focus
our audit procedures on the areas that posed the greatest
risks to the group financial statements. We continually
assessed risks throughout our audit, revising the risks where
necessary, with the aim of reducing the group risk of material
misstatement to an acceptable level, in order to provide a
basis for our opinion.
Components in scope
Our Group audit scope focused on the Group’s principal
operating locations, being those in the UK, Ireland and South
Africa. In the UK and Ireland, Norcros plc operates under
seven separate divisions: Triton, Johnson Tiles UK, Grant
Westfield, MERLYN, VADO, Croydex and Abode. In South
Africa there are four divisions: Johnson Tiles South Africa,
TAL, House of Plumbing and Tile Africa.
As part of performing our Group audit, we have determined
the components in scope as follows:
• In the UK, full scope audits were performed by the Group
engagement team on Triton and the Parent Company,
whilst specific audit procedures were performed on
VADO, Croydex and Abode.
• The Grant Westfield full scope audit was performed by a
component auditor in Scotland.
• The MERLYN component was a full scope component
and was subject to a full scope audit performed by a
component auditor in Ireland.
• The four South African divisions were full scope
components and were subject to full scope audits by a
component auditor in South Africa.
• We carried out risk assessment procedures on the
remaining components in the group, principally
comprising of analytical review procedures. Based on this
work and considering relevant quantitative factors we
concluded the risk of material error was remote and our
work was therefore limited to desktop review work by the
Group engagement team.
For components in scope, we used a combination of risk
assessment procedures and further audit procedures to
obtain sufficient appropriate evidence. These further audit
procedures included, but were not limited to, substantive
procedures agreeing transactions and explanation to
supporting evidence on a sample basis and visiting locations
holding inventory and physically observing the existence of
stock lines on a sample basis.
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FINANCIAL STATEMENTSFINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT
to the members of Norcros plc
Procedures performed at the
component level
We performed procedures to respond to group risks of
material misstatement at the component level that included
the below.
For the purpose of our group audit, the group consisted of
nine components in total. These were comprised of seven
legal entities. The following group components were made up
of more than one legal entity: the South Africa component,
which consisted of four legal entities. The following
components are included within one legal entity: Johnson
Tiles UK, Triton, VADO, Croydex and Abode. The remaining
components, Grant Westfield and MERLYN, make up the
remaining legal entities.
Procedures were performed on the entire financial
information of Parent Company, Triton, Grant Westfield,
MERLYN and the South Africa division.
Procedures were performed on one or more classes of
transactions, account balances or disclosures of Johnson
Tiles UK, VADO, Croydex and Abode.
Procedures performed centrally
We considered there to be a high degree of centralisation of
financial reporting and commonality of controls in relation
to IFRS 16, classification and accuracy of exceptional items,
impairment of fixed assets, procedures on consolidation
and going concern. We therefore designed and performed
procedures centrally in these areas.
Disaggregation
The financial information relating to the remaining Group
risks of material misstatement is highly disaggregated across
group. We took a centralised approach to responding to
these risks. We performed procedures at the component level
in relation to these risks in order to obtain comfort over the
residual population of group balances.
Locations
Norcros plc’s operations are spread over a number of
different geographical locations. We visited five out of a
total of nine locations. Our teams conducted procedures in
Norcros plc’s locations in the UK, Ireland and South Africa.
In addition, our teams worked remotely, holding regular calls
and video conferences with the other components, and with
digital information obtained from Norcros plc.
Changes from the prior year
The changes in group audit scope from the prior year audit,
is the addition of Abode and Croydex for specified audit
procedures on revenue recognition and customer rebates
and promotional discounts in order to increase coverage
of our testing in response to the current year group risk
assessment.
Working with other auditors
As Group auditor, we determined the components at which
audit work was performed, together with the resources
needed to perform this work. These resources included
component auditors, who formed part of the group
engagement team as reported above. As Group auditor
we are solely responsible for expressing an opinion on the
financial statements.
In working with these component auditors, we held
discussions with component audit teams on the significant
areas of the group audit relevant to the components
based on our assessment of the group risks of material
misstatement. We issued our group audit instructions to
component auditors on the nature and extent of their
participation and role in the group audit, and on the group
risks of material misstatement.
We directed, supervised and reviewed the component
auditors’ work. This included holding meetings and calls
during various phases of the audit and reviewing component
auditor documentation in person on site with the component
audit teams, and evaluating the appropriateness of the audit
procedures performed and the results thereof.
Climate change
Our work on the assessment of potential impacts on
climate-related risks on the Group’s operations and financial
statements included:
• Enquiries and challenge of management to understand
the actions they have taken to identify climate-related
risks and their potential impacts on the financial
statements and adequately disclose climate-related risks
within the annual report;
• Our own qualitative risk assessment taking into
consideration the sector in which the Group operates
and how climate change affects this particular sector;
• Review of the minutes of Board and Audit and Risk
Committee meeting and other papers related to climate
change and performed a risk assessment as to how the
impact of the Group’s commitment as set out in pages 62
to 75 may affect the financial statements and our audit.
We challenged the extent to which climate-related
considerations, including the expected cash flows from the
initiatives and commitments have been reflected, where
appropriate, in management’s going concern assessment
and viability assessment.
We also assessed the consistency of management’s
disclosures included as Statutory Other Information on
page 96 with the financial statements and with our
knowledge obtained from the audit.
Based on our risk assessment procedures, we did not identify
there to be any Key Audit Matters that were materially
affected by climate-related risks.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to
fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources
in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter
How the scope of our audit addressed the
key audit matter
Valuation of pension
liabilities
Refer to note
1 – summary
of significant
accounting policies,
key sources
of estimation
uncertainty and
critical judgements in
applying the group’s
accounting policies
and also to Note 24
Retirement benefit
obligations.
The group has a defined benefit pension
plan with a net scheme asset of £16.8m
(2024: £16.5m).
We consider there to be a significant
risk concerning the appropriateness of
the actuarial assumptions applied in
calculating the group’s defined benefit
pension scheme liability of £257m (2024:
£275m) as shown in Note 24.
The valuation of the group’s pension
scheme liability was performed by
management’s external actuary and
involves significant judgement from the
directors and the actuary in the choice of
discount rate used and in the key sources
of estimation uncertainty, in particular in
relation to the inflation assumptions and
mortality rates, as described in the group’s
accounting policies.
The sensitivity of the assumptions is
material, and small changes can materially
impact the calculation of the liability at
year end. Therefore, we consider these
judgements a key audit matter.
We performed the following in this area:
We obtained the report from management’s
actuary used in valuing the scheme’s liabilities,
from which we assessed the appropriateness of
the assumptions underpinning the valuation of
the scheme liabilities.
Specifically, we challenged the discount rate,
inflation and mortality assumptions applied in the
calculation by using our auditor engaged pension
expert to assist us to benchmark the assumptions
applied against comparable third-party data and
assessed the appropriateness of the assumptions
in the context of the group’s own position.
We evaluated the competence, capabilities and
objectivity of management’s actuary as part of
our audit work.
Key observations:
Based on the procedures performed, we did
not identify any matters to suggest that the
valuation of the pension scheme liabilities was
inappropriate.
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FINANCIAL STATEMENTSFINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT
to the members of Norcros plc
CONTINUED
Key audit matter
How the scope of our audit addressed the
key audit matter
Impairment of
goodwill and
intangible assets
Refer to note
1 – summary
of significant
accounting policies,
key sources
of estimation
uncertainty and
critical judgements in
applying the group’s
accounting policies
and also to Notes 11
and 12 Goodwill and
Intangible Assets.
The Directors are required to undertake
an annual assessment of the carrying
value of goodwill and intangibles. The
impairment reviews performed by
management on cash generating units
(CGUs) contain a number of judgements
and estimates including long term growth
rates, forecast cash flows, forecast
timeframe, potential impact of climate
change factors and discount rates to
determine the recoverable amounts on a
value in use basis.
Therefore, the Directors exercise significant
judgement in determining the assumptions
used in the impairment annual review and
the risk of bias in forming the estimates
and the basis of the inputs into the
calculation could have a material impact
on the conclusion. We therefore consider
this to be a key audit matter.
We performed the following in this area:
• Obtained the impairment model and
challenged the key assumptions within,
such as, the cash generating units (CGUs)
allocation, cash flow projections, discount
rates and long-term growth rates.
• Involved our internal valuations expert to
review the valuation methodology and
support our assessment of the discount rates
applied, where the rate is a sensitive variable.
• Challenged sensitivity analysis performed
by management and where necessary
performed further sensitivity assessments.
• Considered the appropriateness of the
disclosures within the financial statements in
line with the requirements of IAS 36.
Key observations:
Based on the procedures performed, we did
not identify any matters to suggest that the
assumptions used in the impairment calculation
was inappropriate.
Key audit matter
How the scope of our audit addressed the
key audit matter
Disposal Accounting
for Johnson Tiles UK
Refer to “Note
1(d) – Exceptional
Items, Acquisition
and disposal related
costs” within
Group accounting
policies and “Note
5 – Acquisition
and Disposal
related costs
and exceptional
operating items” for
further details.
On 19 May 2024, the Group completed
the sale of the trade and assets of the
Johnson Tiles UK division to Johnson Tiles
Limited, a newly incorporated company
wholly owned by the new third party
owners. The sale was completed at a
consideration lower than the carrying
value of the business’s assets and resulted
in a loss on disposal of £22m, recognised
as an exceptional item in the consolidated
financial statements.
Due to the one-off nature of this
transaction, the significant loss on
disposal there is a risk that the disposal
of Johnson Tiles UK during the period
has been incorrectly accounted for with
respect to the criteria under the relevant
IFRS 5 accounting standard giving rise to
a potential material misstatement in the
consolidation. There is also a risk over the
classification of the loss on disposal being
recognised in exceptional items, and the
recognition of the proceeds received. We
therefore consider this a key audit matter.
We performed the following in this area:
• Obtained and reviewed the signed sale and
purchase agreement, to assess the terms of the
transaction, including the nature and timing of
the consideration received.
• Obtained and reviewed board minutes in
the year, to ensure the transaction that was
evaluated and approved by the board, was in
line with the audit work performed.
• Challenged management and assessed the
terms and conditions of the sale to relevant
group accounting policies, to ensure the
accounting entries in the consolidation,
support the classification of the transaction as
an exceptional item and the period in which the
loss on disposal is recorded in.
• Checked that results up to date of disposal
on 19 May 2024 were included in the
consolidated financial statements and
reconciled to supporting documentation such
as management accounts.
• Evaluated and tested the assumptions used
in the calculation of the deferred contingent
consideration for the future earn out, based
on the expected future equity value of the
business.
• Challenged the accounting treatment of the
investment property recognised and the rental
income received to check that the treatment is
consistent with relevant accounting standards.
• Considered whether the transaction met the
criteria for classification as a discontinued
operation under IFRS 5 by evaluating whether
the sale represented a separate major line of
business and whether the disposal met the
conditions for being classified as held for sale
at the appropriate date.
• Reviewed related disclosures in the financial
statements for clarity and consistency.
Key observations:
Based on the procedures performed, we did
not identify any matters to suggest that the
disposal accounting for Johnson Tiles UK was
inappropriate.
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FINANCIAL STATEMENTSFINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT
to the members of Norcros plc
CONTINUED
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements.
We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic
decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower
materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these
levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the
particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance
materiality as follows:
Group financial statements Parent company financial statements
2025
£m
2024
£m
2025
£m
2024
£m
Materiality
1.75 1.30 0.19 0.32
Basis for
determining
materiality
5% of Profit before tax
adjusted for certain
non-underlying
items, including
exceptional items.
5% of Profit before tax
adjusted for certain
non-underlying
items, including
exceptional items.
Set based on 15% of
Group materiality.
Set based on 30% of
Group materiality.
Rationale for
the benchmark
applied
We considered that
using this basis
for determining
materiality was most
appropriate based on
the underlying trading
performance of the
Group, eliminating
non-recurring items
and in the interests
of the users of the
financial statements.
We considered that
using this basis
for determining
materiality was most
appropriate based on
the underlying trading
performance of the
Group, eliminating
non-recurring items
and in the interests
of the users of the
financial statements.
Calculated as a
percentage of Group
materiality for Group
reporting purposes,
taking account of
the aggregation risk
across components
within the group,
which has resulted
in a decrease in
materiality used for
the current year.
Calculated as a
percentage of Group
materiality for Group
reporting purposes,
taking account of the
aggregation risk.
Performance
materiality
70% of materiality 70% of materiality 70% of materiality 70% of materiality
Basis for
determining
performance
materiality
70%, based on our
knowledge of the
aggregation risk, the
control environment
and historic
misstatement levels.
70%, based on our
knowledge of the
aggregation risk, the
control environment
and historic
misstatement levels.
70%, based on our
knowledge of the
aggregation risk, the
control environment
and historic
misstatement levels.
70%, based on our
knowledge of the
aggregation risk, the
control environment
and historic
misstatement levels.
Group financial statements Parent company financial statements
2025
£m
2024
£m
2025
£m
2024
£m
Rationale for
the percentage
applied for
performance
materiality
We considered that
using this basis
for determining
performance
materiality was most
appropriate based on
the impact of brought
forward adjustments
from the prior years,
the value of known
adjustments in the
current year and the
aggregation impact
across the group.
We considered that
using this basis
for determining
performance
materiality was most
appropriate based on
the impact of brought
forward adjustments
from the prior years,
the value of known
adjustments in the
current year and the
aggregation impact
across the group.
We considered that
using this basis
for determining
performance
materiality was most
appropriate based on
the impact of brought
forward adjustments
from the prior years,
the value of known
adjustments in the
current year and the
aggregation impact
across the group.
We considered that
using this basis
for determining
performance
materiality was most
appropriate based on
the impact of brought
forward adjustments
from the prior years,
the value of known
adjustments in the
current year and the
aggregation impact
across the group.
Component performance materiality
For the purposes of our Group audit opinion, we set
performance materiality for each component of the Group,
based on a percentage of between 10% and 30% (2024:
25% and 50%) of Group performance materiality dependent
on a number of factors such as our assessment of the risk
of material misstatement in those components. Component
performance materiality ranged from £0.19m to £0.53m (2024:
£0.28m to £0.65m).
Reporting threshold
We agreed with the Audit and Risk Committee that we
would report to them all individual audit differences in
excess of £41,000 (2024: £39,000). We also agreed to report
differences below this threshold that, in our view, warranted
reporting on qualitative grounds.
Other information
The directors are responsible for the other information. The
other information comprises the information included in
the document entitled Annual Report and Accounts 2025
other than the financial statements and our auditor’s report
thereon. Our opinion on the financial statements does
not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express
any form of assurance conclusion thereon. Our responsibility
is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with
the financial statements, or our knowledge obtained in the
course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies
or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement
in the financial statements themselves. If, based on the work
we have performed, we conclude that there is a material
misstatement of this other information, we are required to
report that fact.
We have nothing to report in this regard.
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FINANCIAL STATEMENTSFINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT
to the members of Norcros plc
CONTINUED
Corporate governance statement
The UK Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that
part of the Corporate Governance Statement relating to the parent company’s compliance with the provisions of the UK
Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements, or our knowledge obtained during the audit.
Going concern
and longer-
term viability
• The Directors’ statement with regards to the appropriateness of adopting the going concern
basis of accounting and any material uncertainties identified set out on page 149;
• The Directors’ explanation as to their assessment of the Group’s prospects, the period this
assessment covers and why the period is appropriate set out on page 88; and
• The Directors’ statement on whether they have a reasonable expectation that the Group will be
able to continue in operation and meet its liabilities set out on page 88.
Other Code
provisions
• Directors’ statement on fair, balanced and understandable set out on page 113;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal
risks set out on page 80;
• The section of the annual report that describes the review of effectiveness of risk management
and internal control systems set out on pages 110 and 111; and
• The section describing the work of the audit committee set out on page 112.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the
Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
Strategic
report and
Directors’
report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for the financial year for
which the financial statements are prepared is consistent with the financial statements; and
• the Strategic report and the Directors’ report have been prepared in accordance with applicable
legal requirements.
In the light of the knowledge and understanding of the Group and Parent Company and its
environment obtained in the course of the audit, we have not identified material misstatements in the
strategic report or the Directors’ report.
Directors’
remuneration
In our opinion, the part of the Directors’ remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006.
Corporate
governance
statement
In our opinion, based on the work undertaken in the course of the audit the information about
internal control and risk management systems in relation to financial reporting processes and about
share capital structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure Guidance and
Transparency Rules sourcebook made by the Financial Conduct Authority (the FCA Rules), is consistent
with the financial statements and has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the Parent Company and its
environment obtained in the course of the audit, we have not identified material misstatements in this
information.
In our opinion, based on the work undertaken in the course of the audit information about the Parent
Company’s corporate governance code and practices and about its administrative, management and
supervisory bodies and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.
We have nothing to report arising from our responsibility to report if a corporate governance
statement has not been prepared by the Parent Company.
Matters on
which we
are required
to report by
exception
We have nothing to report in respect of the following matters in relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns adequate
for our audit have not been received from branches not visited by us; or
• the Parent Company financial statements and the part of the Directors’ remuneration report to
be audited are not in agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Statement of Directors’
responsibilities, the Directors are responsible for the
preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the Directors determine is necessary to
enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are
responsible for assessing the Group’s and the Parent
Company’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the
going concern basis of accounting unless the Directors either
intend to liquidate the Group or the Parent Company or to
cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit
of the financial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs (UK)
will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of
users taken on the basis of these financial statements.
Extent to which the audit was capable of
detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect
material misstatements in respect of irregularities, including
fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Group and the industry in
which it operates;
• Discussion with management, those charged with
governance and Audit and Risk Committee; and
• Obtaining an understanding of the Group’s policies and
procedures regarding compliance with laws and regulations.
We have considered the significant laws and regulations
to be the applicable accounting framework, UK or relevant
international tax legislation, the Companies Act 2006 and
the Listing Rules.
The Group is also subject to laws and regulations where the
consequence of non-compliance could have a material effect
on the amount or disclosures in the financial statements, for
example through the imposition of fines or litigations. We
identified such laws and regulations to be Health and Safety
and the Bribery Act 2010.
Our procedures in respect of the above included:
• Review of minutes of meetings of those charged with
governance for any instances of non-compliance with
laws and regulations;
• Review of correspondence with regulatory and tax
authorities for any instances of non-compliance with laws
and regulations;
• Review of financial statement disclosures and agreeing to
supporting documentation;
• Involvement of tax specialists in the audit to ensure
compliance with tax legislation; and
• Review of legal expenditure accounts to understand the
nature of expenditure incurred.
Fraud
We assessed the susceptibility of the financial statements to
material misstatement, including fraud. Our risk assessment
procedures included
• Enquiry with management, those charged with
governance and the Audit and Risk Committee regarding
any known or suspected instances of fraud;
• Obtaining an understanding of the Group’s policies and
procedures relating to:
– Detecting and responding to the risks of fraud; and
– Internal controls established to mitigate risks related
to fraud.
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
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NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
163
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT
to the members of Norcros plc
CONTINUED
20252024
Notes£m£m
Continuing operations
Revenue
2
368 .1
392 .1
Underlying operating profit
43 . 2
43 . 2
IAS 19R administrative expenses
24
(1 . 8)
(1 . 3)
Acquisition and disposal related costs
5
(2 5 . 4)
(4 . 3)
Exceptional operating items
5
(7. 7)
2. 3
Operating profit
8.3
3 9. 9
Finance costs
6
(7. 1)
(8 . 1)
IAS 19R finance credit
24
0.8
0. 8
Profit before taxation
2 .0
32 . 6
Taxation
7
1.5
(5 . 8)
Profit for the year attributable to equity holders of the Company
3.5
26 . 8
Earnings per share attributable to equity holders of the Company
Basic earnings per share:
From profit for the year
9
3 .9p
30.1p
Diluted earnings per share:
From profit for the year
9
3 .9p
2 9. 8p
Weighted average number of shares for basic earnings per share (m)
9
89. 5
8 9. 0
Alternative performance measures
Underlying profit before taxation (£m)
8
36 . 5
36.4
Underlying earnings (£m)
8
29. 2
28 . 8
Basic underlying earnings per share
9
32 . 6p
32 . 4p
Diluted underlying earnings per share
9
32 . 4p
32 .1p
20252024
Notes£m£m
Profit for the year
3. 5
26 . 8
Other comprehensive income and expense:
Items that will not subsequently be reclassified to the Income Statement
Actuarial losses on retirement benefit obligations
24
(8 . 9)
(1 . 4)
Items that may be subsequently reclassified to the Income Statement
Cash flow hedges – fair value gain in year
21
0.1
1 .0
Foreign currency translation of foreign operations
0.3
(5 . 3)
Other comprehensive expense for the year
(8 . 5)
(5 .7)
Total comprehensive result for the year attributable to equity holders of the Company
(5 . 0)
21 .1
Items in this statement are disclosed net of tax.
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
Year ended 31 March 2025
• Review of minutes of meetings of those charged with
governance for any known or suspected instances of fraud;
• Detailed discussion amongst the audit engagement team
as to how and where fraud might occur in the financial
statements;
• Performing analytical procedures to identify any unusual
or unexpected relationships that may indicate risks of
material misstatement due to fraud; and
• Considering remuneration incentive schemes and
performance targets and the related financial statement
areas impacted by these.
Based on our risk assessment, we considered the areas most
susceptible to fraud to be posting inappropriate journal
entries, management bias in accounting estimates and
revenue pre year end cut-off within the key revenue streams.
Our procedures in respect of the above included:
• Obtaining an understanding of the control environment
in monitoring compliance with laws and regulations.
• Discussions with management, the Audit and Risk
Committee, the Directors and internal legal counsel
concerning consideration of known or suspected
instances of litigation, non-compliance with laws and
regulation and fraud;
• Use of forensic specialists to assist with the risk
assessment at the planning stage and to help design
appropriate audit procedures to detect material fraud;
• Reviewing minutes of Board meetings throughout the
period to corroborate our enquiries and to identify any
other matters not already disclosed by management and
the Directors;
• Challenging assumptions and judgements made by
management in their significant accounting estimates,
in particular in relation to the Group’s defined benefit
pension scheme liabilities, impairment of goodwill and
intangibles, customer rebates and promotional support
accruals and the presentation of the financial statements
including the classification of exceptional items; and
• Testing a sample of revenue transactions around year
end to supporting documentation (including invoice
and proof of delivery) for all components to assess if the
revenue had been recorded in the correct period;
• Identifying and agreeing journal entries to supporting
documentation, in particular any journal entries posted
with unusual account combinations or including specific
keywords;
• Performing analytical procedures to identify any unusual
or unexpected relationships that may indicate risks of
material misstatement due to fraud; and
• Agreeing the financial statement disclosures to
underlying supporting documentation; and
• Performing a stand back on uncorrected misstatements
for indication of cumulative bias.
We also communicated relevant identified laws and
regulations and potential fraud risks to all engagement
team members including component auditors who were all
deemed to have appropriate competence and capabilities
and remained alert to any indications of fraud or non-
compliance with laws and regulations throughout the audit.
For component auditors, we also reviewed the result of their
work performed in this regard.
Our audit procedures were designed to respond to risks
of material misstatement in the financial statements,
recognising that the risk of not detecting a material
misstatement due to fraud is higher than the risk of
not detecting one resulting from error, as fraud may
involve deliberate concealment by, for example, forgery,
misrepresentations or through collusion. There are inherent
limitations in the audit procedures performed and the
further removed non-compliance with laws and regulations
is from the events and transactions reflected in the financial
statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the
Financial Reporting Council’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our
auditor’s report.
Use of our report
This report is made solely to the Parent Company’s members,
as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken
so that we might state to the Parent Company’s members
those matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility
to anyone other than the Parent Company and the Parent
Company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
GARETH SINGLETON (SENIOR STATUTORY AUDITOR)
For and on behalf of BDO LLP, Statutory Auditor Leeds, UK
11 June 2025
BDO LLP is a limited liability partnership registered in England
and Wales (with registered number OC305127).
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
164
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
165
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
CONSOLIDATED INCOME STATEMENT
Year ended 31 March 2025
INDEPENDENT AUDITOR’S REPORT
to the members of Norcros plc
continued
20252024
Notes£m£m
Non-current assets
Goodwill
11
1 07. 4
1 07. 3
Intangible assets
12
4 6 .1
5 3 .9
Property, plant and equipment
13
21 . 8
2 8 .1
Deferred tax asset
22
1.4
0.7
Pension scheme asset
24
6.8
16. 5
Right-of-use assets
14
16 .7
18.0
20 0. 2
2 24 . 5
Current assets
Inventories
15
88. 2
9 7. 4
Trade and other receivables
16
71.7
72.6
Current tax assets
1.5
–
Cash and cash equivalents
17
22 .7
30. 8
Asset held for sale
13
3.7
–
1 8 7. 8
20 0. 8
Current liabilities
Trade and other payables
18
(8 6 . 7)
(8 9. 1)
Lease liabilities
19
(6 . 5)
(6 . 3)
Current tax liabilities
(1.0)
(2 . 5)
Derivative financial instruments
21
(0 . 5)
(0 . 6)
Provisions
23
(0. 5)
(0 .7)
(95 . 2)
(9 9. 2)
Net current assets
92 .6
1 01 .6
Total assets less current liabilities
292 . 8
326 .1
Non-current liabilities
Financial liabilities – borrowings
20
(59. 5)
(6 8 . 1)
Lease liabilities
19
(14 .1)
(1 5 .9)
Deferred tax liabilities
22
(10.0)
(1 4 . 1)
Other non-current liabilities
26
(0 . 2)
(4 . 6)
Provisions
23
(1 .1)
(1 . 0)
(8 4 . 9)
(1 0 3 . 7)
Net assets
2 0 7. 9
222.4
Financed by:
Share capital
25
8 .9
8 .9
Share premium
4 7. 6
47. 6
Retained earnings and other reserves
151. 4
1 6 5 .9
Total equity
2 0 7. 9
222.4
The financial statements of Norcros plc, registered number 3691883, on pages 165 to 205, were authorised for issue on
11 June 2025 and signed on behalf of the Board by:
THOMAS WILLCOCKS JAMES EYRE
Chief Executive Officer Chief Financial Officer
20252024
Notes£m£m
Cash generated from operations
27
28 . 3
49. 0
Income taxes paid
(3 . 4)
(5 . 6)
Interest paid
(6 . 4)
(6 . 8)
Net cash generated from operating activities
18. 5
36. 6
Cash flows from investing activities
Proceeds from sale of property
3.5
–
Purchase of property, plant and equipment and intangible assets
(6 . 9)
(7. 3)
Net cash used in investing activities
(3 . 4)
(7. 3)
Cash flows from financing activities
Purchase of treasury shares
(0.1)
(0 . 8)
Costs of raising debt finance
–
(0 . 2)
Principal element of lease payments
(5 . 1)
(4 .9)
Drawdown of borrowings
21 .0
18.0
Repayment of borrowings
(3 0 . 0)
(2 9. 0)
Dividends paid to the Company’s shareholders
28
(9. 2)
(9. 1)
Net cash used in financing activities
(2 3 . 4)
(26 . 0)
Net (decrease)/increase in cash and cash equivalents
(8 . 3)
3. 3
Cash and cash equivalents at the beginning of the year
30. 8
2 9. 0
Exchange movements on cash and cash equivalents
0. 2
(1 . 5)
Cash and cash equivalents at the end of the year
22.7
30. 8
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167
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET
At 31 March 2025
CONSOLIDATED CASH FLOW STATEMENT
Year ended 31 March 2025
Ordinary
shareShareTreasuryHedgingTranslationRetainedTotal
capitalpremiumreservereservereserveearningsequity
£m£m£m£m£m£m£m
At 1 April 2023
8 .9
4 7. 6
(0 . 1)
(1 . 4)
(21 .1)
176 . 5
21 0. 4
Comprehensive income:
Profit for the year
–
–
–
–
–
26 . 8
26 . 8
Other comprehensive expense:
Actuarial loss on retirement
benefit obligations
–
–
–
–
–
(1 . 4)
(1 . 4)
Fair value gain on cash
flow hedges
–
–
–
1.0
–
–
1 .0
Foreign currency translation
adjustments
–
–
–
–
(5 . 3)
–
(5 . 3)
Total other comprehensive
expense for the year
–
–
–
1.0
(5 . 3)
(1 . 4)
(5 . 7)
Transactions with owners:
Purchase of treasury shares
–
–
(0. 8)
–
–
–
(0 . 8)
Dividends paid
–
–
–
–
–
(9. 1)
(9 . 1)
Settlement of share option
schemes
–
–
1 .1
–
–
(1 . 2)
(0 . 1)
Value of employee services
–
–
–
–
–
0 .9
0 .9
At 31 March 2024
8 .9
4 7. 6
0. 2
(0 . 4)
(2 6 . 4)
192 . 5
222 .4
Comprehensive income:
Profit for the year
–
–
–
–
–
3. 5
3.5
Other comprehensive expense:
Actuarial loss on retirement
benefit obligations
–
–
–
–
–
(8 .9)
(8 .9)
Fair value gain on cash
flow hedges
–
–
–
0.1
–
–
0 .1
Foreign currency translation
adjustments
–
–
–
–
0. 3
-
0. 3
Total other comprehensive
expense for the year
–
–
–
0.1
0.3
(8 .9)
(8 . 5)
Transactions with owners:
Purchase of treasury shares
–
–
(0 . 1)
–
–
–
(0 . 1)
Dividends paid
–
–
–
–
–
(9. 2)
(9. 2)
Settlement of share option
schemes
–
–
0.6
–
–
(1 . 1)
(0 . 5)
Value of employee services
–
–
–
–
–
0. 3
0. 3
At 31 March 2025
8.9
4 7. 6
0.7
(0. 3)
(26 .1)
1 7 7. 1
2 0 7. 9
1. Group accounting policies
General information
Norcros plc (the Company), and its subsidiaries (together the Group), is a market-leading designer and supplier of high-quality
bathroom and kitchen products in the UK, Europe and South African markets.
The Company is incorporated in the UK as a public company limited by shares and registered in England and Wales. The shares
of the Company are listed on the premium segment of the London Stock Exchange market of listed securities. The address of its
registered office is Ladyfield House, Station Road, Wilmslow SK9 1BU, UK. The Company is domiciled in the UK.
Basis of preparation
The consolidated financial statements have been prepared under the historical cost convention, except for derivative financial
instruments and contingent consideration, which are stated at their fair value. The Group consolidated statements have been
prepared in accordance with UK-adopted International Accounting Standards.
The preparation of consolidated financial statements in conformity with IFRS requires the use of certain critical accounting
estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The
areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the
consolidated financial statements, are detailed in the section on critical estimates on page 170. Although these estimates are
based on management’s best knowledge of amounts, events or actions, actual results may differ from expectations.
Accounting reference date
UK company law permits a company to draw up financial statements to a date seven days either side of its accounting
reference date. For operational reasons, the Company has in the current financial year adopted an accounting period of
52 weeks and, as a result of this, the exact year end date was 30 March 2025. All references to the financial year, therefore,
relate to the 52 weeks commencing on 1 April 2024. In the previous year, the accounting period was 52 weeks, beginning on
3 April 2023 and ending on 31 March 2024.
Going concern
In adopting the going concern basis for preparing the financial statements, the Directors have considered the Group’s business
activities, and the principal risks and uncertainties including current macroeconomic factors in the context of the current operating
environment. The Group, in acknowledging its TCFD requirements, has also considered climate risks in the financial statements.
A going concern financial assessment was developed on a bottom-up basis by taking the output of the annual budgeting
process built up by individual businesses and then subjected to review and challenge by the Board. The financial model was
then stress tested by modelling the most extreme but plausible scenario, that being a global pandemic similar in nature to
COVID-19. This has been based on the actual impact of the COVID-19 pandemic on the Group, which, at its peak, saw a
revenue reduction of 25% on the prior year over a six-month period. The scenario also incorporates management actions the
Group has at its disposal, including a number of cash conservation and cost reduction measures including capital expenditure
reductions, dividend decreases and restructuring activities.
The Group continues to exhibit sufficient and prudent levels of liquidity headroom against our key banking financial covenants
during the 12-month period under assessment and the Group banking facility expires in October 2027. Reverse stress testing has
also been applied to the financial model, which represents a further decline in sales compared with the reasonable worst case.
Such a scenario, and the sequence of events that could lead to it, is considered to be implausible and remote.
As a result of this detailed assessment, the Board has concluded that the Company is able to meet its obligations when they fall
due for a period of at least 12 months from the date of this report. For this reason, the Company continues to adopt the going
concern basis for preparing the Group financial statements. In forming this view, the Board has also concluded that no material
uncertainty exists in its use of the going concern basis of preparation.
Summary of material accounting policies
The material accounting policies adopted in the preparation of the financial statements are set out as follows. These policies
have been consistently applied to all periods presented.
We are not aware of any new, amended or forthcoming accounting standards that will have a material impact on the financial
statements of the Group in the current year or future years.
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
168
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
169
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Year ended 31 March 2025
NOTES TO THE GROUP ACCOUNTS
Year ended 31 March 2025
1. Group accounting policies continued
Basis of consolidation
Subsidiaries
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to or has
rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over
the entity.
The results of subsidiaries acquired or disposed of in the year are included in the consolidated financial statements from the
date on which the Group has the ability to exercise control and are no longer consolidated from the date that control ceases.
Costs related to the acquisition or disposal are not included in underlying operating profit.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring them into line with those used by
the Group. All intra-Group transactions, balances, income and expenses are eliminated on consolidation.
On acquisition, the assets, liabilities and contingent liabilities of a subsidiary are measured at their fair value at the date of
acquisition and, where necessary, the accounting policies of acquired subsidiaries are adjusted to bring them in line with those
of the Group. Any excess of the consideration (excluding payments contingent on future employment) over the fair values of
the identifiable net assets acquired is recognised as goodwill. Any discount on acquisition (a deficiency in the cost of acquisition
below the fair values of the identifiable net assets acquired) is credited to the Income Statement in the period of acquisition.
Payments that are contingent on future employment are charged to the Consolidated Income Statement. All acquisition costs
are expensed as incurred.
Key sources of estimation uncertainty and critical judgements in applying the
Group’s accounting policies
The Group’s accounting policies have been set by management and approved by the Audit and Risk Committee. The application
of these accounting policies to specific scenarios requires estimates and judgements to be made concerning the future. Under
IFRS, estimates or judgements are considered critical where they involve a significant risk that may cause a material adjustment
to the carrying amounts of assets and liabilities from period to period. This may be because the estimate or judgement involves
matters that are highly uncertain, or because different estimation methods or assumptions could reasonably have been used.
Once identified, critical estimates and judgements are continually evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be reasonable under the circumstances.
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty at the Balance Sheet date, that
have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial
year are:
• retirement benefit obligations – accounting for retirement benefit schemes under IAS 19 (revised) requires an assessment
of the future benefits payable in accordance with actuarial assumptions. The future inflation, discount rate and mortality
assumptions applied in the calculation of scheme liabilities, which are set out in note 24, represent a key source of
estimation uncertainty for the Group.
• long-term growth and discount rates – as part of the Group’s assessment of the carrying value of cash-generating units,
the Group uses estimates of segmental long-term growth rates based on macroeconomic projections for the geographies in
which the unit operates. Discount rates for each segment are estimated based upon the risk-free rate for government bonds
adjusted for a risk premium to reflect the increased risk of investing in equities and investing in the Group’s specific sectors
and regions .
1. Group accounting policies continued
Critical judgements in applying the Group’s accounting policies
In the process of applying the Group’s accounting policies, the Directors have made the following judgements that have the
most significant effect on the amounts recognised in the financial statements (apart from those involving estimations, which
are dealt with above) and have been identified as being particularly complex or involve subjective assessments:
• defined benefit pension scheme surplus – management has concluded that the Group has an unconditional right to a
refund from the UK defined benefit pension scheme once the liabilities have been discharged and that the trustees of the
scheme do not have the unilateral right to wind up the scheme. Therefore, the asset is not restricted. See note 24 for further
details of the scheme; and
• customer rebate, incentive and promotional support accruals – a number of the Group’s customers are offered rebates,
incentives and promotional support in order to encourage trade and cement strong relationships. Accounting for such
arrangements involves judgement as agreement periods typically run for a number of months or years, and may involve
assumptions around volumes of product purchased or sold into the future (for example: when the assessment period is not
concurrent with the Group’s financial year). However, where applicable, accrual calculations are underpinned by signed
contracts and there has historically been a strong correlation between the amounts accrued in respect of a particular
period and the amounts subsequently paid.
Revenue recognition
The Group derives revenue predominantly from the sale of goods to customers. Revenue from the sale of goods is recognised
when control of the goods has been transferred to the buyer. Control transfers when the customer has the ability to direct the
use of and substantially obtain all of the benefits of the goods. This is generally on receipt of goods by the customer.
The Group also derives revenue from services provided alongside the supply of goods, mainly installation services. This revenue
is recognised over time and calculated using the “output method” by reference to regular surveys of the work performed, as this
delivers the most accurate recognition given the nature of the goods and services provided.
Revenue is measured at the fair value of the consideration received or receivable. Revenue represents the amounts receivable
for goods supplied or services provided, stated net of discounts, returns, rebates and value-added taxes. Accumulated
experience is used to estimate and provide for rebates, discounts and expected returns using the expected value method, and
revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur. An accrual is made at
each Balance Sheet date (included within accruals and deferred income) as a deduction from revenue to reflect management’s
best estimate of amounts to be paid in respect of arrangements in place with customers regarding rebates, discounts and
expected returns.
Incremental costs of fulfilling a contract, such as testing costs, are capitalised in “Trade and other receivables” if the cost has
been incurred and are amortised over the life of the contract if the period over which the Group obtains benefit from is over
12 months. Contract-related support costs are accrued in “Trade and other payables” if the trigger for payment has been met.
Both types of cost are recorded in the Income Statement against underlying operating profit.
Segmental reporting
The Group operates in two main geographical areas: the UK and Ireland and South Africa. All inter-segment transactions are
made on an arm’s length basis. The chief operating decision maker (being the Board) assesses performance and allocates
resources based on geography and accordingly segments have been determined on this basis. Corporate costs are allocated to
segments on the basis of external turnover.
Goodwill
Goodwill is recognised as an asset and reviewed for impairment at least annually or whenever there is an indicator of
impairment. Goodwill is carried at cost less amortisation charged prior to the Group’s transition to IFRS less accumulated
impairment losses. Any impairment is recognised in the period in which it is identified and is never reversed.
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
170
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
171
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
NOTES TO THE GROUP ACCOUNTS CONTINUED
Year ended 31 March 2025
1. Group accounting policies continued
Intangible assets
Acquired intangible assets comprise customer relationships, brands, trade names and patents recognised as separately
identifiable assets on acquisition, as well as product certification costs and development costs that meet the criteria for
capitalisation (as explained below in the accounting policy for research and development costs). They are valued at cost less
accumulated amortisation, with amortisation being charged on a straight-line basis.
The estimated useful lives of Group assets are as follows:
Customer relationships 8–15 years
Brands, trade name and patents 8–15 years
Development costs 5 years
Product certification costs 5 years
Impairment of long-life assets
Property, plant and equipment assets are reviewed on an annual basis to determine whether events or changes in
circumstances indicate that the carrying amount of the assets may not be recoverable. If any such indication exists, the
recoverable amount of the asset is estimated as either the higher of the asset’s net selling price or value-in-use; the resultant
impairment (the amount by which the carrying amount of the asset exceeds its recoverable amount) is recognised as a charge
in the Income Statement.
The value-in-use is calculated as the present value of the estimated future cash flows expected to result from the use of assets
and their eventual disposal proceeds. In order to calculate the present value of estimated future cash flows, the Group uses
an appropriate discount rate adjusted for any associated risk. Estimated future cash flows used in the impairment calculation
represent management’s best view of likely future market conditions and current decisions on the use of each asset or
asset group.
Property, plant and equipment
Property, plant and equipment is initially measured at cost. Cost comprises the purchase price (after deducting trade discounts
and rebates) and any directly attributable costs. Property, plant and equipment is stated at cost less accumulated depreciation
and any provision for impairment in value. Impairment charges are recognised in the Income Statement when the carrying
amount of an asset is greater than the estimated recoverable amount, calculated with reference to future discounted cash
flows that the assets are expected to generate when considered as part of an income-generating unit. Land is not depreciated.
Depreciation on other assets is provided on a straight-line basis to write down assets to their residual value evenly over the
estimated useful lives of the assets from the date of acquisition by the Group.
The estimated useful lives of Group assets are as follows:
Buildings 25–50 years
Plant and equipment 3–15 years
The assets’ residual values and useful lives are reviewed and adjusted if appropriate at each Balance Sheet date.
Assets held for sale are measured at the lower of carrying value (cost less accumulated depreciation) and fair value less costs to
sell. The Group classified assets as held for sale when there is a commitment to a plan to sell the asset and it is probable that a
sale will take place in the following year.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable,
labour and overheads that have been incurred in bringing the inventories to their present location and condition. The Group
measures cost on either a first in, first out or a standard cost basis depending on the level of manufacturing in the relevant
business. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling
expenses. Provisions are made for slow-moving and obsolete items.
1. Group accounting policies continued
Taxation
Current tax, which comprises UK and overseas corporation tax, is provided at amounts expected to be paid (or recovered)
using the tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date.
Deferred tax is the tax expected to be payable or recoverable on the difference between the carrying amounts of assets and
liabilities in the Balance Sheet and the corresponding tax bases used in the computation of taxable profits and is accounted for
using the Balance Sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to
the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilised.
Deferred tax is calculated at the tax rates that are expected to apply in the period in which the liability is settled or the asset
is realised and is charged in the Income Statement, except where it relates to items charged or credited to equity via the
Statement of Comprehensive Income, when the deferred tax is also dealt with in equity and is shown in the Statement of
Comprehensive Income.
Deferred tax charges/credits in relation to fair value movements of derivative contracts and actuarial movements in pension
scheme assets and liabilities are charged/credited directly to the Statement of Other Comprehensive Income.
Provisions
Warranty provisions – provision is made for the estimated liability on products under warranty. Liability is recognised upon the
sale of a product and is estimated using historical data.
Restructuring provisions – provision is made for costs of restructuring activities to be carried out by the Group when the Group
is demonstrably committed to incurring the cost in a future period and the cost can be reliably measured.
Legal provision – provision is made for the estimated costs committed to at the year end to bring the case to a conclusion.
Provisions are measured at the best estimate of the amount to be spent and discounted where material.
Employee benefits
The Group operates various post-employment schemes, including both defined benefit and defined contribution pension plans
and post-employment medical plans.
(a) Pension obligations
A defined contribution plan is a pension plan under which the Group pays fixed contributions to a separate entity. The Group
has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all
employees the benefits relating to employee service in the current and prior periods.
Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually
dependent on one or more factors such as age, years of service and compensation.
The surplus recognised in the Consolidated Balance Sheet in respect of defined benefit pension plans is the present value of the
defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is
calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit
obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds
that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the
terms of the related pension obligation. Surpluses are only recognised to the extent that they are recoverable.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited
to equity in other comprehensive income in the period in which they arise, net of the related deferred tax.
Past service costs are recognised immediately in income.
For defined contribution plans, the Group pays contributions to publicly or privately administered pension insurance plans
on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have
been paid. The contributions are recognised as an employee benefit expense when they are due. Prepaid contributions are
recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.
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FINANCIAL STATEMENTSFINANCIAL STATEMENTS
NOTES TO THE GROUP ACCOUNTS CONTINUED
Year ended 31 March 2025
1. Group accounting policies continued
(b) Other post-employment obligations
Some Group companies provide post-retirement healthcare benefits to their retirees. The entitlement to these benefits is
usually conditional on the employee remaining in service up to retirement age and the completion of a minimum service period.
The expected costs of these benefits are accrued over the period of employment using the same accounting methodology
as used for defined benefit pension plans. Actuarial gains and losses arising from experience adjustments and changes in
actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise.
These obligations are valued annually by independent qualified actuaries.
(c) Termination benefits
Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or whenever
an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits at the
earlier of the following dates: (a) when the Group can no longer withdraw the offer of those benefits; and (b) when the entity
recognises costs for a restructuring that is within the scope of IAS 37 and involves the payment of termination benefits. In the
case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number of
employees expected to accept the offer. Benefits falling due more than 12 months after the end of the reporting period are
discounted to their present value.
(d) Profit sharing and bonus plans
The Group recognises a liability and an expense for bonuses and profit sharing, based on a formula that takes into
consideration the profit attributable to the Company’s shareholders after certain adjustments. The Group recognises a
provision where contractually obliged or where there is a past practice that has created a constructive obligation.
Exceptional items
Exceptional items are disclosed separately in accordance with the requirements of IAS 1 ‘Presentation of financial statements’.
They include profits and losses on disposal of non-current assets outside the normal course of business, restructuring costs and
large or significant one-off items which, in management’s judgement, need to be disclosed to enable the user to obtain a proper
understanding of the Group’s financial performance.
IAS 19R administrative expenses
The administrative expenses incurred by the Trustee in connection with managing the Group’s pension schemes are recognised
in the Consolidated Income Statement. These costs are excluded from underlying operating profit as they do not relate to the
performance of the business.
Acquisition and disposal related costs
Acquisition and disposal related costs include deferred remuneration, amortisation of intangibles arising on business
combinations, profits or losses on disposal and professional advisory fees. These costs are excluded from underlying operating
profit as they are non-recurring in nature or outside of the normal course of business.
Financial assets and liabilities
Borrowings
The Group measures all borrowings initially at fair value. This is taken to be the fair value of the consideration received.
Transaction costs (any such costs that are incremental and directly attributable to the issue of the financial instrument) are
included in the calculation of the effective interest rate and are, in effect, amortised through the Income Statement over the
duration of the borrowing.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for
at least 12 months after the Balance Sheet date .
1. Group accounting policies continued
Derivative financial instruments
The Group’s activities expose it primarily to the financial risks of changes in foreign exchange rates and to fluctuations in
interest rates. The Group uses derivative financial instruments (solely foreign currency forward contracts) to hedge its risks
associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions.
The Group documents, at the inception of the transaction, the relationship between hedging instruments and hedged items, as
well as its risk management objectives and strategy for undertaking various hedging transactions. The Group also documents
its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging
transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. The Group designates net
positions and hedge documentation is prepared in accordance with IFRS 9.
The use of financial derivatives is governed by the Group’s policies approved by the Board of Directors, which provide written
principles in the use of financial derivatives consistent with the Group’s risk management strategy. The Group does not use
derivative financial instruments for speculative purposes.
Derivative financial instruments are initially measured at fair value at the contract date and are re-measured to fair value at
subsequent reporting dates. Changes in the fair value of derivative financial instruments that are designated and effective as
hedges of future cash flows are recognised directly in other comprehensive income, and any ineffective portion is recognised
immediately in the Income Statement.
Cash and cash equivalents
Cash and cash equivalents in the Cash Flow Statement include cash in hand and deposits held at call with banks. Cash and
cash equivalents are offset against borrowings only when there is a legally enforceable right to do so and there is a clear
intention to undertake settlement of such borrowings held with the same counterparty within a short timeframe after the
year end .
Trade receivables
Trade receivables are amounts due from customers for goods sold in the ordinary course of business. If collection is expected in
one year or less they are classified as current assets; otherwise, they are presented as non-current assets. Trade receivables are
recognised initially at the amount of consideration that is unconditional.
The Group holds the trade receivables with the objective of collecting the contractual cash flows, and so it measures them
subsequently at amortised cost using the effective interest method, less appropriate allowances for estimated credit losses
(provision for impairment). The Group assesses on a forward-looking basis the expected credit losses associated with its debt
instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant
increase in credit risk.
For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to
be recognised from initial recognition of the receivables. To measure the expected credit losses, trade receivables are grouped
based on shared credit risk characteristics and the length of time overdue. An estimate is made of the expected credit loss
based on the Group’s past history, existing market conditions and forward-looking estimates at the end of each reporting
period. The maximum exposure at the end of the reporting period is the carrying amount of these receivables.
Trade payables
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective
interest method.
Fair value estimation
The fair value of forward foreign exchange contracts is determined using quoted forward exchange rates at the Balance Sheet
date. The Group determines the fair value of its remaining financial instruments through the use of estimated discounted
cash flows.
The carrying values less impairment provision of trade receivables and payables are assumed to approximate to their fair values
due to their short-term nature. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future
contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.
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175
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
NOTES TO THE GROUP ACCOUNTS CONTINUED
Year ended 31 March 2025
1. Group accounting policies continued
Research and development
Expenditure on research is charged against profits for the year in which it is incurred. Development costs are capitalised
once the technical feasibility of a project has been established and a business plan, which demonstrates how the project will
generate future economic benefits, has been approved. Development costs are amortised on a straight-line basis over their
expected useful lives from the point at which the asset is capable of operating in the manner intended by management.
Dividend distribution
Dividend distributions to the Company’s shareholders are recognised as a liability in the Group’s financial statements in the
period in which the dividends are approved by the Company’s shareholders, or when paid if earlier.
Foreign currency transactions
Functional currency
Items included in the financial statements of each entity in the Group are measured using the currency that best reflects
the economic substance of the underlying events and circumstances relevant to that entity (the functional currency). The
consolidated financial statements are presented in Sterling, which is the functional and presentational currency of the
parent entity.
Transactions and balances
Monetary assets and liabilities expressed in currencies other than the functional currency are translated at rates applicable at
the year end and trading results of overseas subsidiaries at average rates for the year. Exchange gains and losses of a trading
nature are dealt with in arriving at operating profit.
Translation of overseas net assets
Exchange gains and losses arising on the retranslation of foreign operations and results are taken directly to other
comprehensive income.
Share capital
Issued share capital is recorded in the Balance Sheet at nominal value with any premium at the date of issue being credited to
the share premium account.
Treasury shares
The cost of the purchase of own shares is taken directly to reserves and is included in the treasury reserve.
Hedging reserve
The hedging reserve represents the accumulated movements in the Group’s derivative financial instruments that have been
designated as hedging instruments. Amounts are transferred in and out of the reserve on the revaluation, or realisation, of
identified hedging instruments.
Share-based payments
The Group operates a number of equity-settled, share-based compensation plans. The fair value of the employee services
received in exchange for the grant of options is recognised as an expense. The total amount to be expensed over the vesting
period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting
conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At
each Balance Sheet date, the Company revises its estimates of the number of options that are expected to vest. It recognises the
impact of the revision to original estimates, if any, in the Income Statement, with a corresponding adjustment to equity.
Share-based payments are settled through the Norcros Group Employee Benefit Trust, which holds shares in Norcros Group plc
that have either been purchased on the market or issued by the Company and satisfies awards made under various employee
incentive schemes. The shareholding of the Group Employee Benefit Trust is consolidated within the consolidated accounts of
the Group.
1. Group accounting policies continued
Leases
Recognition
At the date of commencement, the Group assesses whether a contract is or contains a lease by judging whether the contract is
in relation to a specified asset and to what extent the Group obtains substantially all the economic benefits from, and has the
right to direct the use of, that asset.
The Group recognises a right-of-use (ROU) asset and a lease liability at the commencement of the lease.
Short-term and low-value assets
The Group has elected not to recognise ROU assets and lease liabilities for leases where the total lease term is less than or
equal to 12 months, or for leases of assets with a value less than £5,000. The payments for such leases are recognised within
cost of sales or administrative expenses on a straight-line basis over the lease term and presented within cash generated from
operations in the Cash Flow Statement.
Non-lease components
Fees for components such as property taxes, maintenance, repairs and other services, which are either variable or transfer
benefits separate to the Group’s right to use the asset, are separated from lease components based on their relative stand-
alone selling price. These components are expensed in the Income Statement as incurred.
Lease liabilities
Lease liabilities are initially measured at the present value of future lease payments at the commencement date. Lease
payments are discounted using the interest rate implicit in the lease, or where this cannot be readily determined, the lessee’s
incremental borrowing rate. Lease payments include the following payments due within the non-cancellable term of the lease,
as well as the term of any extension options where these are considered reasonably certain to be exercised:
• fixed payments;
• variable payments that depend on an index or rate; and
• the exercise price of purchase or termination options if it is considered reasonably certain these will be exercised.
Subsequent to the commencement date, the lease liability is measured at the initial value, plus an interest charge determined
using the incremental borrowing rate, less lease payments already made, such as deposits. The interest expense is recorded in
finance costs in the Income Statement. The liability is re-measured when future lease payments change, when the exercise of
extension or termination options becomes reasonably certain, or when the lease is modified.
Payments for the principal element of recognised lease liabilities are presented within cash flows (used in)/generated from
financing activities in the Cash Flow Statement. The interest element is recognised in net cash generated from operations.
Right-of-use assets
The ROU asset is initially measured at cost, being the value of the lease liability, plus the value of any lease payments made at
or before the commencement date, initial direct costs and the cost of any restoration obligations, less any incentives received.
The ROU asset is subsequently measured at cost less accumulated depreciation and impairment losses. The ROU asset is
adjusted for any re-measurement of the lease liability. The ROU asset is subject to testing for impairment where there are any
impairment indicators.
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177
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
NOTES TO THE GROUP ACCOUNTS CONTINUED
Year ended 31 March 2025
2. Segmental reporting
The Group operates in two main geographical areas: the UK and South Africa. All inter-segment transactions are made on an
arm’s length basis. The chief operating decision maker (being the Board) assesses performance and allocates resources based
on geography and accordingly segments have been determined on this basis. Corporate costs are allocated to segments on
the basis of external turnover. Finance income and costs are not split between the segments.
Year ended 31 March 2025
South
UK Africa Group
£m £m £m
Revenue
256.4
111.7
368.1
Underlying operating profit
39.8
3.4
43.2
IAS 19R administrative expenses
(1.8)
–
(1.8)
Acquisition and disposal related costs
(25.2)
(0.2)
(25.4)
Exceptional operating items
(6.2)
(1.5)
(7.7)
Operating profit
6.6
1.7
8.3
Finance costs (net)
(6.3)
Profit before taxation
2.0
Taxation
1.5
Profit for the year
3.5
Net debt excluding lease liabilities
(36.8)
Segmental assets
302.8
85.2
388.0
Segmental liabilities
(153.9)
(26.2)
(180.1)
Additions to tangible, intangibles and right-of use assets
6.2
4.5
10.7
Depreciation and amortisation
11.5
5.0
16.5
Year ended 31 March 2024
South
UK Africa Group
£m £m £m
Revenue
281.9
110.2
392.1
Underlying operating profit
38.4
4.8
43.2
IAS 19R administrative expenses
(1.3)
–
(1.3)
Acquisition and disposal related costs
(4.1)
(0.2)
(4.3)
Exceptional operating items
2.3
–
2.3
Operating profit
35.3
4.6
39.9
Finance costs (net)
(7.3)
Profit before taxation
32.6
Taxation
(5.8)
Profit for the year
26.8
Net debt excluding lease liabilities
(37.3)
Segmental assets
334.6
90.7
425.3
Segmental liabilities
(171.8)
(31.1)
(202.9)
Additions to tangible, intangibles and right-of-use assets
7.2
4.1
11.3
Depreciation and amortisation
10.9
4.6
15.5
The split of revenue by geographical destination of the customer is below:
2025 2024
£m £m
UK
224.1
251.0
Africa
112.8
111.4
Rest of World
31.2
29.7
368.1
392.1
2. Segmental reporting continued
No one customer had revenue over 10% of total Group revenue (2024: none).
Reported revenue within the South African segment contains £3.7m (2024: £4.2m) of revenue from services performed that
have been recognised over time, and within the UK segment contains £0.2m (2024: £0.3m) of extended warranty revenue that
has been recognised over time.
3. Operating profit
Operating profit is derived after deducting cost of sales of £208.0m (2024: £227.1m), distribution costs of £31.4m (2024: £33.8m)
and administrative expenses, inclusive of exceptional and acquisition and disposal related costs, of £120.4m (2024: £91.3m).
The following items have been included in arriving at operating profit:
2025 2024
£m £m
Staff costs (see note 4)
71.1
75.8
Depreciation of property, plant and equipment (all owned assets)
4.4
4.0
Amortisation of intangible assets
6.9
6.8
Depreciation of right-of-use assets
5.2
4.7
Operating lease rentals payable for short-term and low-value leases:
– plant and machinery
1.2
1.5
– other
1.0
0.7
Research and development expenditure
5.8
5.3
All items relate to continuing operations.
Auditor’s remuneration
During the year, the Group (including its overseas subsidiaries) obtained the following services from the Company’s auditor and
its associates:
2025 2024
£m £m
Audit of the Parent Company and consolidated financial statements
0.3
0.2
Audit of the Company’s subsidiaries
0.5
0.5
0.8
0.7
4. Employees
2025 2024
£m £m
Staff costs including Directors’ remuneration:
– wages and salaries
62.7
66.3
– social security costs
4.3
4.7
– share-based payments (see note 10)
0.3
0.9
Pension costs:
– defined contribution (see note 24)
3.8
3.9
Total staff costs
71.1
75.8
2025 2024
Number Number
Average monthly numbers employed:
– UK
885
1,171
– overseas
1,118
1,099
2,003
2,270
Full details of Directors’ remuneration can be found in the Remuneration Report on pages 122 to 146.
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179
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
NOTES TO THE GROUP ACCOUNTS CONTINUED
Year ended 31 March 2025
5. Acquisition and disposal related costs and exceptional operating items
An analysis of acquisition disposal related costs and exceptional operating items is shown below:
2025 2024
Acquisition and disposal related costs £m £m
Intangible asset amortisation
1
6.5
6.5
Advisory fees
2
1.1
0.2
Johnson Tiles UK loss on disposal and associated property costs
3
22.2
–
Deferred contingent consideration
4
(3.0)
(3.0)
Deferred remuneration
5
(1.4)
0.6
25.4
4.3
1 Non-cash amortisation charges in respect of acquired intangible assets.
2 Professional advisory fees incurred in connection with the Group’s business combination activities.
3 On 19 May 2024, the trade and assets of the Johnson Tiles UK division were sold to Johnson Tiles Ltd, a new company incorporated and run by the former divisional
management team. The sale completed at a consideration lower than the carrying value of the assets of the business and as a result the Group incurred a loss on disposal of
£22.2m. Revenue in the period of £4.3m (2024: £31.1m) and the underlying operating profit in the period of £nil (2024: £0.7m) have been included in the underlying results for the
current and prior year. In addition, the Group incurred £1.6m of remediation costs in relation to the site retained following the sale of the trade and assets. These costs are offset
by a £1.6m profit on the subsequent sale of part of the site to Johnson Tiles Ltd.
4 Relates to the release of the deferred contingent consideration arising on the acquisition of Grant Westfield.
5 In accordance with IFRS 3, a proportion of the deferred contingent consideration had been treated as remuneration and, accordingly, expensed to the Income Statement as
incurred. In the current year, the accrued deferred remuneration was released. In the prior year, a cost of £0.6m in relation to the Grant Westfield acquisition was recognised.
2025 2024
Exceptional operating items £m £m
Restructuring costs
1
4.6
1.7
Costs in relation to new Enterprise Resource Planning systems
2
2.0
–
Legal case
3
1.1
–
Reversal of impairment
4
–
(4.0)
7.7
(2.3)
1 In the current year, restructuring costs of £4.6m have been incurred, predominantly in relation to the consolidation of warehousing and distribution costs at Grant Westfield.
In the prior year, exceptional restructuring costs of £1.7m were incurred in relation to the restructuring programme implemented at Johnson Tiles UK and the warehouse
consolidation at VADO.
2 Costs incurred in relation to the implementation of new Enterprise Resource Planning systems.
3 Costs incurred in the year and the estimated future economic outlay in relation to an ongoing legal case.
4 The reversal of previous land and buildings impairments of the Johnson Tiles UK site, following an independent valuation in the prior year.
6. Finance costs
2025 2024
£m £m
Interest payable on bank borrowings
5.0
5.2
Interest on lease liabilities
1.7
1.6
Discounting of deferred contingent consideration
–
0.9
Amortisation of costs of raising debt finance
0.4
0.4
Finance costs
7.1
8.1
7. Taxation
Taxation comprises:
2025 2024
£m £m
Current
UK taxation
(0.6)
3.8
Overseas taxation
2.8
3.2
Prior year adjustment
(1.3)
1.1
Total current taxation
0.9
8.1
Deferred
Origination and reversal of temporary differences
(3.1)
(0. 3)
Prior year adjustment
0.7
(2.0)
Total deferred taxation
(2.4)
(2.3)
Total tax (credit)/charge
(1.5)
5.8
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax
rate applicable to profits of the consolidated entities as follows:
2025 2024
£m £m
Profit before tax
2.0
32.6
Tax calculated at domestic tax rates applicable to profits and losses in the respective countries
(0.9)
7.0
Tax effects of:
– adjustments in respect of prior years
(0.6)
(0.9)
– non-taxable income
(1.1)
(1.0)
– expenses not deductible for tax purposes
1.1
0.7
Total tax (credit)/charge
(1.5)
5.8
The weighted average applicable tax rate was (45.0%) (2024: 21.5%); the decrease relates to the weighting of corporation tax
losses in relation to the UK result relative to the profits made in Ireland and South Africa. The standard rate of corporation tax in
the UK is 25% (2024: 25%), in South Africa 27% (2024: 27%) and in Ireland 12.5% (2024: 12.5%). The Group’s effective underlying
tax rate for the year was 22.6% (2024: 20.9%).
Taxation on items taken directly to other comprehensive income were a current tax credit of £0.5m and a deferred tax credit of
£2.4m in relation to pensions (see note 24).
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181
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
NOTES TO THE GROUP ACCOUNTS CONTINUED
Year ended 31 March 2025
8. Alternative performance measures
The Group makes use of a number of alternative performance measures to assess business performance and provide additional
useful information to shareholders. Such alternative performance measures should not be viewed as a replacement of, or
superior to, those defined by Generally Accepted Accounting Principles (GAAP). Definitions of alternative performance
measures used by the Group and, where relevant, reconciliations from GAAP-defined reporting measures to the Group’s
alternative performance measures are provided below.
The alternative performance measures used by the Group are:
Measure
Definition
Underlying operating profit
Operating profit before IAS 19R administrative expenses, acquisition and disposal related
costs and exceptional operating items.
Underlying profit before taxation
Profit before taxation before IAS 19R administrative expenses, acquisition and disposal
related costs, exceptional operating items, amortisation of costs of raising finance,
discounting of deferred contingent consideration, discounting of property lease provisions
and finance income relating to pension schemes.
Underlying taxation
The Group’s effective underlying tax rate applied to underlying profit before tax.
Underlying earnings
Underlying profit before tax less underlying taxation.
Underlying capital employed
Capital employed on a pre-IFRS 16 basis adjusted for business combinations, where
relevant, to reflect the net assets in both the opening and closing capital employed
balances, and the average impact of exchange rate movements.
Underlying operating margin
Underlying operating profit expressed as a percentage of revenue.
Underlying return on capital Underlying operating profit on a pre-IFRS 16 basis expressed as a percentage of the
employed (ROCE) average of opening and closing underlying capital employed.
Basic underlying earnings per shareUnderlying earnings divided by the weighted average number of shares for basic earnings per share.
Diluted underlying earnings Underlying earnings divided by the weighted average number of shares for diluted earnings
per share per share.
Underlying EBITDA
Underlying EBITDA is derived from underlying operating profit before depreciation and
amortisation excluding the impact of IFRS 16 in line with our banking covenants.
Underlying operating cash flow
Cash generated from continuing operations before cash outflows from exceptional items
and acquisition and disposal related costs and pension fund deficit recovery contributions.
Underlying net debt
Underlying net debt is the net of cash, capitalised costs of raising finance and total
borrowings. IFRS 16 lease commitments are not included in line with our banking covenants.
Pro-forma underlying EBITDA
An annualised underlying EBITDA figure used for the purpose of calculating banking
covenant ratios.
Pro-forma leverage
Net debt expressed as a ratio of pro-forma underlying EBITDA.
Reconciliations from GAAP-defined reporting measures to the Group’s alternative
performance measures
Consolidated Income Statement
(A) UNDERLYING PROFIT BEFORE TAXATION AND UNDERLYING EARNINGS
2025 2024
£m £m
Profit before taxation
2.0
32.6
Adjusted for:
– IAS 19R administrative expenses
1.8
1.3
– IAS 19R finance income
(0.8)
(0.8)
– acquisition and disposal related costs (see note 5)
25.4
4.3
– exceptional operating items (see note 5)
7.7
(2.3)
– amortisation of costs of raising finance
0.4
0.4
– discounting of deferred contingent consideration
–
0.9
Underlying profit before taxation
36.5
36.4
Taxation attributable to underlying profit before taxation
(7.3)
(7.6)
Underlying earnings
29.2
28.8
8. Alternative performance measures continued
(B) UNDERLYING OPERATING PROFIT AND EBITDA (PRE-IFRS 16)
2025 2024
£m £m
Operating profit
8.3
39.9
Adjusted for:
– IAS 19R administrative expenses
1.8
1.3
– acquisition and disposal related costs (see note 5)
25.4
4.3
– exceptional operating items (see note 5)
7.7
(2.3)
Underlying operating profit
43.2
43.2
Adjusted for:
– depreciation and amortisation (owned assets)
4.8
4.3
– depreciation of leased assets (see note 14)
5.2
4.7
– lease costs (see note 19)
(6.8)
(6.5)
Underlying EBITDA (pre-IFRS 16)
46.4
45.7
Consolidated Cash Flow Statement
(A) UNDERLYING OPERATING CASH FLOW
2025 2024
£m £m
Cash generated from operations (see note 27)
28.3
49.0
Adjusted for:
– cash flows from exceptional items and acquisition and disposal related costs (see note 27)
7.5
3.4
– pension fund deficit recovery contributions (see note 24)
3.1
4.0
Underlying operating cash flow
38.9
56.4
Consolidated Balance Sheet
(A) UNDERLYING CAPITAL EMPLOYED AND UNDERLYING RETURN ON CAPITAL EMPLOYED
2025 2024
£m £m
Net assets
207.9
222.4
Adjusted for:
– pension scheme asset (net of associated tax)
(5.1)
(12.4)
– right-of-use assets (IFRS 16)
(16.7)
(18.0)
– lease liabilities (IFRS 16)
20.6
22.2
– cash and cash equivalents
(22.7)
(30.8)
– financial liabilities – borrowings
59.5
68.1
243.5
251.5
Foreign exchange adjustment
1.5
(1.9)
Adjustment for disposals
(15.3)
–
Underlying capital employed
229.7
249.6
Average underlying capital employed
240.6
251.7
Underlying operating profit (pre-IFRS 16)
41.6
41.4
Underlying return on capital employed
17.3%
16.4%
Items are excluded from alternative performance measures in order to align with the way the Group assesses business performance.
Underlying operating profit (pre-IFRS 16) of £41.6m (2024: £41.4m) is calculated by adjusting underlying operating profit of
£43.2m (2024: £43.2m) for the add-back of lease costs of £6.8m (2024: £6.5m) and the deduction of depreciation of leased
assets of £5.2m (2024: £4.7m).
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
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183
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
NOTES TO THE GROUP ACCOUNTS CONTINUED
Year ended 31 March 2025
9. Earnings per share
Basic EPS is calculated by dividing the profit attributable to shareholders by the weighted average number of ordinary shares in
issue during the year, excluding those held in the Norcros Employee Benefit Trust.
For diluted EPS, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potential
dilutive ordinary shares. At 31 March 2025, the potential dilutive ordinary shares amounted to 513,488 (2024: 811,567) as
calculated in accordance with IAS 33.
The calculation of EPS is based on the following profits and numbers of shares:
2025 2024
£m £m
Profit for the year
3.5
26.8
2025 2024
Number Number
Weighted average number of shares for basic earnings per share
89,497,030
89,003,947
Share options
513,488
811,567
Weighted average number of shares for diluted earnings per share
90,010,518
89,815,514
2025
2024
Basic earnings per share:
From profit for the year
3.9p
30.1p
Diluted earnings per share:
From profit for the year
3.9p
29.8p
Basic and diluted underlying earnings per share
Basic and diluted underlying earnings per share have also been provided, which reflects underlying earnings from continuing
operations divided by the weighted average number of shares set out above.
2025 2024
£m £m
Underlying earnings (see note 8)
29.2
28.8
2025
2024
Basic underlying earnings per share
32.6p
32.4p
Diluted underlying earnings per share
32.4p
32.1p
10. Share-based payments
Weighted
average
Exercise share
price price Date from
per at date of 1 April 31 March which Expiry
share exercise
2024
Granted
Exercised
Lapsed
2025 exercisable date
Approved Performance
Nil
241p
47,149
–
(37,542)
–
9,607
25.11.23
25.11.30
Share Plan 2020 (APSP)
Approved Performance
Nil
245p
606,715
–
(259,503)
(343,890)
3,322
20.07.24
21.07.31
Share Plan 2021 (APSP)
Approved Performance
Nil
–
1,048,777
–
–
(96,087)
952,690
19.07.25
19.07.32
Share Plan 2022 (APSP)
Approved Performance
Nil
–
1,602,344
–
–
(170,523)
1,431,821
26.07.26
26.07.33
Share Plan 2023 (APSP)
Approved Performance
Nil
–
–
1,338,668
–
–
1,338,668
24.07.27
24.07.34
Share Plan 2024 (APSP)
Deferred Bonus Plan
Nil
245p
109,455
–
(109,455)
–
–
25.11.23
25.11.30
2021 (DBP)
Deferred Bonus Plan
Nil
–
128,992
–
–
–
128,992
19.07.25
19.07.32
2022 (DBP)
Deferred Bonus Plan
Nil
–
72,770
–
–
–
72,770
26.07.26
26.07.33
2023 (DBP)
Save As You Earn
164p
225p
90,202
–
(52,679)
(37,523)
–
01.03.24
31.08.24
Scheme (13)
(SAYE)
Save As You Earn
266p
–
35,470
–
–
(15,112)
20,358
01.03.25
31.08.25
Scheme (14)
(SAYE)
Save As You Earn
161p
241p
371,240
–
(28,997)
(90, 845)
251,398
01.03.26
31.08.26
Scheme (15)
(SAYE)
Save As You Earn
141p
252p
761,397
–
(24,126)
(193,943)
543,328
01.03.27
31.08.27
Scheme (16)
(SAYE)
Save As You Earn
216p
–
–
203,503
–
(1, 366)
202,137
01.03.28
31.08.28
Scheme (17)
(SAYE)
Details of the terms of the APSP, DBP and SAYE schemes are disclosed in the Directors’ Remuneration Report.
For SAYE schemes, the weighted average exercise price of all outstanding share options at 31 March 2025 was 163p (2024:
152p). The weighted average exercise price for APSP and DBP schemes, of all outstanding share options, at 31 March 2025 was
£nil (2024: £nil).
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
184
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
185
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
NOTES TO THE GROUP ACCOUNTS CONTINUED
Year ended 31 March 2025
10. Share-based payments continued
In accordance with IFRS 2, the fair value of equity-settled share-based payments to employees is determined at the date
of grant and is expensed on a straight-line basis over the vesting period based on the Group’s estimate of shares that will
eventually vest. A charge of £0.3m was recognised in respect of share options in the year (2024: £0.9m) including £0.1m (2024:
£0.2m) in respect of the Directors’ share options. The highest paid Director’s share options accounted for £0.1m (2024: £0.1m) of
the charge. The Group uses a Black–Scholes pricing model to determine the annual charge for its share-based payments. The
assumptions used in this model for each share-based payment are as follows:
SAYE (13)
SAYE (14)
SAYE (15)
SAYE (16)
SAYE (17)
Date of grant
23.12.20
20.12.21
12.01.23
22.12.23
23.12.24
Initial exercise price
164p
266p
161p
141p
216p
Number of shares granted initially
692,908
173,385
735,679
780,078
203,503
Expected volatility
42.2%
44.5%
45.5%
41.0%
39.2%
Expected option life
3 years
3 years
3 years
3 years
3 years
Risk-free rate
1.3%
1.9%
3.8%
4.8%
4.6%
Expected dividend yield
3.8%
2.8%
4.8%
6.0%
4.4%
APSP 2020
APSP 2021
APSP 2022
APSP 2023
APSP 2024
Date of grant
25.11.20
21.07.21
19.07.22
26.07.23
24.07.24
Initial exercise price
Nil
Nil
Nil
Nil
Nil
Number of shares granted initially
970,695
700,458
1,069,374
1,622,919
1,338,668
Expected volatility
42.2%
44.5%
45.5%
41.0%
39.2%
Expected option life
3 years
3 years
3 years
3 years
3 years
Risk-free rate
1.3%
1.9%
3.8%
4.8%
4.6%
Expected dividend yield
3.8%
2.8%
–
–
–
DBP 2021
DBP 2022
DBP 2023
Date of grant
21.07.21
19.07.22
26.07.23
Initial exercise price
Nil
Nil
Nil
Number of shares granted initially
109,455
128,992
72,770
Expected volatility
44.5%
45.5%
41.0%
Expected option life
3 years
3 years
3 years
Risk-free rate
1.9%
3.8%
4.8%
Expected dividend yield
2.8%
–
–
The share price at 28 March 2025 was 235.0p. The average price during the year was 230.7p. Expected volatility is the
Company’s three-year historical share price volatility.
11. Goodwill
2025 2024
£m £m
At 1 April
107.3
107.9
Additions
0.1
–
Exchange differences
–
(0.6)
At 31 March
107.4
107. 3
Goodwill is allocated to the Group’s cash-generating units (CGUs). A summary of the goodwill allocation is presented below:
2025 2024
£m £m
Croydex
7.8
7.8
Abode
0.8
0.8
Triton Showers
19.1
19.1
MERLYN
25.5
25.5
Grant Westfield
47.7
47.7
Tile Africa
2.3
2.3
House of Plumbing
4.2
4.1
107.4
107.3
The recoverable amount of a CGU is determined by a value-in-use calculation. These calculations use cash flow projections
derived from data and metrics used on an ongoing basis, with the key assumptions being those regarding discount rates,
growth rates, future gross margin improvements and cash flows.
The key assumptions for the value-in-use calculations are:
• cash flows before income taxes are based on approved budgets and management projections for the first five years;
• long-term growth rates of 2.0% (2024: 2.0%) for Croydex, Abode, MERLYN, Triton Showers and Grant Westfield, and 4.0%
(2024: 4.0%) for Tile Africa and House of Plumbing applied to the period beyond which detailed budgets and forecasts do
not exist, based on macroeconomic projections for the geographies in which the entities operate; and
• pre-tax discount rates of 12.0% (2024: 12.5%) in the UK and 18.7% (2024: 19.8%) in South Africa based upon the risk-free rate
for government bonds adjusted for a risk premium to reflect the increased risk of investing in equities and investing in the
Group’s specific sectors and regions.
Management has applied sensitivities to the key assumptions, including discount rates and growth rates and, with the
exception of House of Plumbing, believes that there are no reasonably possible scenarios that would result in an impairment
of goodwill. As a result of the challenging macroeconomic environment in South Africa, there is a lower level of headroom for
House of Plumbing and as such, an adjustment to the underlying assumptions or an increase in the discount rate could give rise
to a potential impairment.
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187
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
NOTES TO THE GROUP ACCOUNTS CONTINUED
Year ended 31 March 2025
12. Intangible assets
Brands,
Customer trade names Development
relationships and patents costs Total
£m £m £m £m
Cost
At 1 April 2023
71.0
13.1
1.7
85.8
Reclassified
–
–
0.5
0.5
Additions
–
–
1.2
1.2
Exchange differences
(0.2)
–
–
(0.2)
At 31 March 2024
70.8
13.1
3.4
87.3
Additions
–
–
0.3
0.3
Disposals
–
–
(1.5)
(1.5)
At 31 March 2025
70.8
13.1
2.2
86.1
Accumulated amortisation
At 1 April 2023
19.3
6.6
0.7
26.6
Reclassified
–
–
0.1
0.1
Charge for the year
5.4
1.1
0.3
6.8
Exchange differences
(0.1)
–
–
(0.1)
At 31 March 2024
24.6
7.7
1.1
33.4
Charge for the year
5.4
1.1
0.4
6.9
Disposals
–
–
(0.3)
(0.3)
At 31 March 2025
30.0
8.8
1.2
40.0
Net book amount at 31 March 2024
46.2
5.4
2.3
53.9
Net book amount at 31 March 2025
40.8
4.3
1.0
46.1
The amortisation charge for intangibles generated on acquisition is £6.5m (2024: £6.5m) for the year and is included in the
acquisition and disposal related costs in the Consolidated Income Statement. The amortisation charge for internally generated
or acquired intangibles was £0.4m (2024: £0.3m) and was included in the Consolidated Income Statement in the current and
prior year .
13. Property, plant and equipment
Land and Plant and
buildings equipment Total
£m £m £m
Cost
At 1 April 2023
33.3
104.7
138.0
Reclassified
–
(0. 5)
(0.5)
Exchange differences
(0.7)
(2.4)
(3.1)
Additions
0.5
5.7
6.2
Disposals
(0.3)
(6.9)
(7.2)
At 31 March 2024
32.8
100.6
133.4
Exchange differences
–
0.1
0.1
Additions
0.9
5.3
6.2
Transfer to asset held for sale
(11.1)
–
(11.1)
Disposals
(9.6)
(38.6)
(48.2)
At 31 March 2025
13.0
67.4
80.4
Accumulated depreciation
At 1 April 2023
23.7
89.5
113.2
Exchange differences
(0.2)
(1.8)
(2.0)
Reclassified
–
(0.1)
(0.1)
Reversal of prior impairment
(4.0)
–
(4.0)
Charge for the year
0.5
3.5
4.0
Disposals
(0.3)
(5.5)
(5.8)
At 31 March 2024
19.7
85.6
105.3
Exchange differences
–
0.1
0.1
Charge for the year
0.5
3.9
4.4
Transfer to asset held for sale
(7.4)
–
(7.4)
Disposals
(6.5)
(37.3)
(43.8)
At 31 March 2025
6.3
52.3
58.6
Net book amount at 31 March 2024
13.1
15.0
28.1
Net book amount at 31 March 2025
6.7
15.1
21.8
Plant and equipment include motor vehicles, computer equipment, and plant and machinery.
Asset held for sale
£3.7m of land and buildings, representing the remaining element of the site previously used by Johnson Tiles UK, has been
reclassified to asset held for sale at 31 March 2025. There was a commitment to a plan to sell at the year end.
2025 2024
£m £m
Transfer from property, plant and equipment to asset held for sale
3.7
–
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189
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
NOTES TO THE GROUP ACCOUNTS CONTINUED
Year ended 31 March 2025
14. Right-of-use assets
Land and Plant and
buildings equipment Total
£m £m £m
Cost
At 1 April 2023
30.0
7.5
37.5
Exchange differences
(1.5)
(0.1)
(1 .6)
Additions
2.0
1.9
3.9
Modifications
(0.3)
0.1
(0.2)
Disposals
(1.2)
(1.8)
(3.0)
At 31 March 2024
29.0
7.6
36.6
Additions
2.2
1.8
4.0
Modifications
2.0
–
2.0
Disposals
(4.9)
(3.5)
(8.4)
At 31 March 2025
28.3
5.9
34.2
Accumulated depreciation
At 1 April 2023
12.3
5.2
17.5
Exchange differences
(0.7)
(0.1)
(0.8)
Charge for the year
3.6
1.1
4.7
Disposals
(1.2)
(1 .6)
(2.8)
At 31 March 2024
14.0
4.6
18.6
Charge for the year
4.0
1.2
5.2
Impairment
0.1
–
0.1
Disposals
(3.3)
(3.1)
(6.4)
At 31 March 2025
14.8
2.7
17.5
Net book amount at 31 March 2024
15.0
3.0
18.0
Net book amount at 31 March 2025
13.5
3.2
16.7
15. Inventories
2025 2024
£m £m
Raw materials and consumables
11.3
12.2
Work in progress
0.6
1.2
Finished goods
76.3
84.0
88.2
97.4
Provisions held against inventories totalled £6.4m (2024: £8.8m).
The cost of inventories recognised as an expense within cost of sales in the Income Statement amounted to £180.1m
(2024: £193.3m).
During the year, the Group charged £0.8m (2024: £1.2m) of inventory write-downs to the Income Statement within cost of sales.
16. Trade and other receivables
2025 2024
£m £m
Trade receivables
66.6
69.3
Less: impairment loss allowance
(1.7)
(1.8)
Trade receivables – net
64.9
67.5
Other receivables
1.7
1.7
Prepayments and accrued income
5.1
3.4
71.7
72.6
All trade and other receivables are current. The net carrying amounts of trade and other receivables are considered to be a
reasonable approximation of their fair values.
The carrying amounts of the Group’s trade and other receivables are denominated in the following currencies:
2025 2024
£m £m
Sterling
56.2
59.3
South African Rand
14.4
12.4
Euro
1.1
0.9
71.7
72.6
Impairment of trade receivables
Not 0–1 month 1–2 months 2–3 months >3 months
yet due overdue overdue overdue overdue Total
31 March 2025 £m £m £m £m £m £m
Expected credit loss rate
0.2%
2.2%
8.3%
14.3%
31.0%
2.6%
Gross trade receivables
56.0
4.5
1.2
0.7
4.2
66.6
Loss allowance
0.1
0.1
0.1
0.1
1.3
1.7
Not yet 0–1 month 1–2 months 2–3 months >3 months
due overdue overdue overdue overdue Total
31 March 2024 £m £m £m £m £m £m
Expected credit loss rate
0.2%
1.5%
9.1%
14.3%
35.0%
2.6%
Gross trade receivables
56.9
6.6
1.1
0.7
4.0
69.3
Loss allowance
0.1
0.1
0.1
0.1
1.4
1.8
Movements on the provision for impairment of trade receivables were as follows:
2025 2024
£m £m
At the beginning of the year
1.8
1.5
Acquired
–
–
Provision for receivables impairment
0.4
0.7
Receivables written off during the year as uncollectable
(0.5)
(0.3)
Exchange differences
–
(0.1)
At the end of the year
1.7
1.8
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191
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
NOTES TO THE GROUP ACCOUNTS CONTINUED
Year ended 31 March 2025
17. Cash and cash equivalents
2025 2024
£m £m
Cash at bank and in hand
22.7
30.8
Credit risk on cash and cash equivalents is limited as the counterparties are banks with strong credit ratings assigned by
international credit rating agencies.
18. Trade and other payables
2025 2024
£m £m
Trade payables
48.2
45.4
Other tax and social security payables
6.8
6.1
Other payables
2.3
2.8
Accruals and deferred income
29.4
34.8
86.7
89.1
The fair value of trade payables does not differ materially from the book value.
19. Lease liabilities
Land and Plant and
buildings equipment Total
£m £m £m
At 1 April 2023
21.5
3.2
24.7
Exchange differences
(1.1)
(0.1)
(1.2)
Additions
2.0
1.9
3.9
Modifications
(0.3)
0.1
(0.2)
Disposals
–
(0.1)
(0.1)
Interest charge
1.4
0.2
1.6
Gross lease payments
(4.9)
(1.6)
(6. 5)
At 1 April 2024
18.6
3.6
22.2
Additions
2.2
1.8
4.0
Modifications
2.0
–
2.0
Disposals
(1.5)
(0.9)
(2.4)
Transferred
(0.1)
–
(0.1)
Interest charge
1.4
0.3
1.7
Gross lease payments
(5.4)
(1.4)
(6.8)
At 31 March 2025
17.2
3.4
20.6
Lease liabilities are split into £6.5m (2024: £6.3m) payable in less than one year and £14.1m (2024: £15.9m) payable after
one year.
20. Financial liabilities – borrowings
2025 2024
£m £m
Non-current
Bank borrowings (unsecured):
– bank loans
60.0
69.0
– less: costs of raising finance
(0.5)
(0.9)
Total borrowings
59.5
68.1
The fair value of bank loans equals their carrying amount, as they bear interest at floating rates.
20. Financial liabilities – borrowings continued
The repayment terms of borrowings are as follows:
2025 2024
£m £m
Not later than one year
–
–
After more than one year:
– between one and two years – –
– between two and five years 60.0 69.0
– costs of raising finance (0.5) (0.9)
Total borrowings 59.5 68.1
Capital risk management
The amount of committed banking facility remains at £130m (plus a £70m uncommitted accordion). The Group exercised the
second of its two one-year extension options in the prior year, extending the maturity date to October 2027.
This facility provides the Group with a sound financial structure for the medium term and, by reference to the £130m facility
available at year end, with £90.8m of headroom being available at 31 March 2025 (2024: £90.0m), after taking into account net
debt and ancillary facilities in use of £1.9m (2024: £1.8m) and overseas cash. The Group has been in compliance with all banking
covenants (leverage and interest cover covenants) during the year.
Interest rate profile
The effective interest rates at the Balance Sheet dates were as follows:
2025 2024
% %
Bank loans
6.6
7.1
At 31 March 2025, the bank loans carried interest based on SONIA plus a margin of 2.1% (2024: SONIA plus 1.9%).
Net debt
The Group’s net debt is calculated as follows:
2025 2024
£m £m
Cash and cash equivalents
22.7
30.8
Total borrowings
(59.5)
(68.1)
(36.8)
(37.3)
Currency profile of net debt
The carrying value of the Group’s net debt is denominated in the following currencies:
2025 2024
£m £m
Sterling
(42.3)
(52.3)
Euro
0.2
0.3
US Dollar
0.1
0.1
South African Rand
5.0
13.4
Chinese Renminbi
0.2
1.2
(36.8)
(37.3)
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192
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
193
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
NOTES TO THE GROUP ACCOUNTS CONTINUED
Year ended 31 March 2025
21. Financial instruments
During the year, the Group held financial instruments relating to the risks of the Group’s operations.
Financial risk management
The Group’s operations expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and energy
price risk), credit risk and liquidity risk. The Group actively seeks to limit the adverse effects of these risks on the financial
performance of the Group.
Currency risk
The Group operates internationally and is exposed to foreign exchange risk arising from various currencies, primarily the US
Dollar, Euro, Renminbi and South African Rand. Foreign exchange risk arises from future commercial transactions, recognised
assets and liabilities, and net investments in foreign operations.
Foreign exchange rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts.
The foreign currency risk associated with anticipated sales and purchase transactions is hedged out up to 12 months on a rolling
basis. Basis adjustments are made to the initial carrying amounts of inventories when the inventories are initially recorded.
For the hedges of highly probable forecast sales and purchases, as the critical terms (i.e. the notional amount and life) of the
foreign exchange forward contracts and their corresponding hedged items are the same, the Group performs a qualitative
assessment of effectiveness and it is expected that the value of the forward contracts and the value of the corresponding
hedged items will systematically change in the opposite direction in response to movements in the underlying exchange rates.
This means that there is an economic relationship between the hedging instrument (the foreign exchange forward derivatives)
and the hedged item (highly probable forecast sales and purchases in foreign currency).
The notional value of the hedging instrument (the derivative) is consistent with the designated value of the underlying exposure.
Therefore, the hedge ratio is 1:1 in all cases. However, future rebalancing can be performed if needed.
The main source of hedge ineffectiveness in these hedging relationships is the effect of the counterparty and the Group’s own
credit risk on the fair value of the forward contracts, which is not reflected in the fair value of the hedged item attributable to
changes in foreign exchange rates. Other sources of ineffectiveness arising from these hedging relationships are changes in the
settlement date or amount. However, the Group reviews all hedges on every reporting date to ensure their effectiveness.
The exchange rates used in the preparation of these financial statements are as follows.
Average rate vs £
2025 2024
South African Rand
23.29
23.60
Euro
1.19
1.16
US Dollar
1.28
1.26
Closing rate vs £
2025
2024
South African Rand
23.82
23.92
Euro
1.20
1.17
US Dollar
1.29
1.26
Interest rate risk
The Group’s interest rate risk arises from long-term borrowings. The Group has the ability to secure a substantial proportion of its
bank loans at fixed rates via interest rate swaps. However, due to the cash generated to pay down borrowings and historically low
UK SONIA rates, the Group has decided not to take out any such swaps at the present time. This position is regularly reassessed.
21. Financial instruments continued
Credit risk
Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial
institutions, as well as credit exposures to customers. Each Group business is responsible for managing and analysing the credit
risk of potential customers prior to offering credit terms and on an ongoing basis and uses independent ratings agencies, past
trading experience and other factors in order to assess the credit quality of the customer. Additionally, the Group maintains
a credit insurance policy for all its operations, which covers a substantial portion of the Group’s trade debtors. For banks and
financial institutions, only independently rated parties with a strong rating are accepted.
Liquidity risk
The Group’s banking facilities are designed to ensure there are sufficient funds available for current operations and the Group’s
further development plans. Cash flow forecasting is performed by the Group’s businesses on a rolling basis and is monitored
centrally to ensure that sufficient cash is available to meet operational needs, whilst maintaining an appropriate level of
headroom on undrawn committed borrowing facilities. At 31 March 2025, the facility had £90.8m of headroom (2024: £90.0m)
after taking account of ancillary facilities and overseas cash. The maturity date of the facility is October 2027.
Financial instruments
The Group’s financial instruments comprise borrowings, cash, trade receivables and payables and forward exchange contracts.
Based on the hierarchy defined in IFRS 13, deferred contingent consideration is classified as a level 3 instrument. The Group’s
financial instruments are classified as level 2 instruments. Consequently, fair value measurements are derived from inputs other
than quoted prices included within level 1 that are observable for the assets or liabilities, either directly (i.e. as prices) or indirectly
(i.e. derived from prices).
Financial liabilities
The table below analyses the value of the Group’s financial liabilities into relevant maturity groupings based on the remaining
period at the Balance Sheet date to the contractual maturity date.
Later than Later than
one year two years
Not later but not later but not later
than one than two than five Later than
year years years five years Total
£m £m £m £m £m
Borrowings
1
4.9
4.9
76.9
–
86.7
Lease liabilities
2
6.3
5.7
10.8
4.6
27.4
Trade and other payables
3
89.1
4.7
–
0.2
94.0
At 31 March 2024
100.3
15.3
87.7
4.8
208.1
Borrowings
1
3.9
3.9
69.6
–
77.4
Lease liabilities
2
6.5
5.4
9.6
6.3
27.8
Trade and other payables
86.7
–
–
–
86.7
At 31 March 2025
97.1
9.3
79.2
6.3
191.9
1 Borrowings are undiscounted and include interest costs calculated using the applicable interest rate at year end.
2 Lease liabilities are on an undiscounted basis.
3 Trade and other payables due later than one year but not later than two years relate to deferred contingent consideration and deferred remuneration in relation to the
acquisition of Grant Westfield and are on an undiscounted basis .
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
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NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
195
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
NOTES TO THE GROUP ACCOUNTS CONTINUED
Year ended 31 March 2025
21. Financial instruments continued
Derivative foreign currency contracts
The following table details the foreign currency forward contracts outstanding at the end of the reporting year.
Change in fair
Carrying Notional value taken to
amount amount hedge reserve
£m £m £m
As at 31 March 2024
Liabilities
(0.6)
49.2
1.4
As at 31 March 2025
Liabilities
(0.5)
49.8
0.1
As at 31 March 2025, the aggregate amount of (losses)/gains under foreign exchange forward contracts deferred in the cash
flow hedge reserve relating to these anticipated future purchase transactions is a loss of £0.5m (2024: loss of £0.6m). It is
anticipated that the purchases will take place during the 12 months of the financial year ended 31 March 2026, at which time the
amount deferred in equity will be removed from equity and included in the carrying amount of the inventories that are expected
to be sold within 12 months of purchase.
Set out below is the reconciliation of each component of equity and the analysis of other comprehensive income:
Hedging
reserve
£m
Fair value
At 1 April 2024
(0.4)
Effective portion of changes in fair value
0.1
Amount transferred to inventories
–
Tax effect
–
At 31 March 2025
(0.3)
Sensitivity analysis
IFRS 7 requires the disclosure of a sensitivity analysis that details the effects on the Group’s profit and loss and equity of
reasonably possible fluctuations in market rates. To demonstrate these, reasonably possible variations of a 1% increase or
decrease in market interest rates and a 5% strengthening or weakening in major currencies have been chosen.
1% increase or decrease on market interest rates for most of the coming year
As the Group has borrowings of £60.0m, the effect of a 1% change in market interest rates would be a change in the net
finance costs of approximately £0.6m (2024: £0.7m) per annum.
(b) 5% strengthening or weakening in major currencies
A number of the Group’s assets are held overseas and, as such, variations in foreign currencies will affect the carrying value
of these assets. A 5% strengthening or weakening of Sterling across all currencies would lead to a circa £3.0m (2024: £2.9m)
decrease or increase in net assets respectively.
The Group’s profits and losses are exposed to both translational and transactional risk of fluctuations in foreign currency. The
Group seeks to mitigate the majority of its transactional risk using forward foreign exchange contracts and product pricing.
Taking into account the unmitigated translational impact, a 5% strengthening or weakening in Sterling against all other
currencies would result in an increase or decrease in reported profits of circa £0.2m (2024: £0.2m) respectively.
22. Deferred tax
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current
tax liabilities and when the deferred income taxes relate to the same fiscal authority.
Deferred tax is calculated in full on temporary differences under the liability method. The movement on the deferred tax
account is as shown below.
The analysis of deferred tax assets and liabilities is as follows:
Accelerated Retirement
tax benefit Tax
depreciation obligations Intangibles losses Other Total
£m £m £m £m £m £m
At 1 April 2023
(0.4)
(3.7)
(14.1)
–
3.2
(15.0)
Credited to the Consolidated
Income Statement
0.3
–
1.5
–
0.5
2.3
Charged to other
comprehensive income
–
(0.4)
–
–
(0.4)
(0.8)
Exchange differences
–
–
–
–
0.1
0.1
At 31 March 2024
(0.1)
(4.1)
(12.6)
–
3.4
(13.4)
(Charged)/credited to the
Consolidated Income Statement
(0.9)
–
1.5
2.6
(0.8)
2.4
Credited to other
comprehensive income
–
2.4
–
–
–
2.4
At 31 March 2025
(1.0)
(1.7)
(11.1)
2.6
2.6
(8.6)
Disclosed on the consolidated balance sheet as:
Deferred tax assets
(0.5)
–
–
–
1.9
1.4
Deferred tax liabilities
(0.5)
(1.7)
(11.1)
2.6
0.7
(10.0)
2025 2024
£m £m
Deferred tax assets:
– to be recovered after more than 12 months
5.4
5.3
– to be recovered within 12 months
2.1
0.2
7.5
5.5
Deferred tax liabilities:
– to be charged after more than 12 months
(11.3)
(17.7)
– to be charged within 12 months
(4.8)
(1.2)
(16.1)
(18.9)
Deferred tax liabilities (net)
(8.6)
(13.4)
Other deferred tax assets relate to share-based payment expenses, provisions and other temporary differences.
No deferred tax asset has been recognised in respect of £78.6m (2024: £78.6m) of UK capital losses and £26.1m (2024: £26.1m)
of UK non-trade loan relationship deficits, the utilisation of which the Group believes is improbable. These historical losses
have not changed for many years. The Group has also not recognised a deferred tax asset in relation to restricted interest
disallowances totalling £0.6m (2024: £0.3m) on the basis that future utilisation is improbable.
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
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197
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
NOTES TO THE GROUP ACCOUNTS CONTINUED
Year ended 31 March 2025
23. Provisions
Warranty Restructuring Legal
provision provision provision Total
£m £m £m £m
At 1 April 2023
0.9
4.8
– 5.7
Charged to the Income Statement
0.1
1.9
– 2.0
Utilisation
–
(6.0)
– (6.0)
At 31 March 2024
1.0
0.7
– 1.7
Charged to the Income Statement
0.1
0.4
0.3 0.8
Transferred
–
0.1
–
0.1
Utilisation
–
(1.0)
– (1.0)
At 31 March 2025
1.1
0.2
0.3 1.6
The warranty provision has been recognised for expected claims on products that remain under warranty. It is expected that
this expenditure will be incurred within five years of the Balance Sheet date.
The restructuring provision brought forward related to committed redundancy costs in Johnson Tiles UK and costs in relation to
the warehouse consolidation at VADO.
A £0.3m legal provision has been recognised to reflect the estimated future economic outlay in finalising an ongoing legal case.
24. Retirement benefit obligations
(a) Pension costs
Norcros Security Plan
The Norcros Security Plan (the Plan), the principal UK pension scheme of the Group’s UK subsidiaries, is funded by a separate
trust fund that operates under UK trust law and is a separate legal entity from the Company. The Plan is governed by a Trustee
company, which has a board currently composed of three employer representatives and three member representatives. The
Trustee is required by law to act in the best interests of the Plan members and is responsible for setting policies together with
the Company.
It is predominantly a defined benefit scheme, with a modest element of defined contribution benefits. Norcros plc itself has no
employees other than the Directors and so has no liabilities in respect of these pension schemes. The scheme closed to new
members and future accrual with effect from 1 April 2013, though active members retain a salary link. This means that employed
members of the Plan who were building up benefits at the date of closure to accrual will receive a pension based on their
service to 1 April 2013 but using their final pensionable salary at the point they leave employment or retire from the Plan. As a
result of the closure, a new defined contribution pension scheme was implemented to replace the Plan from the same date.
The weighted average duration of the defined benefit obligation is approximately nine years (2024: ten years) and can be
attributed to the scheme members as follows:
2025
2024
Employee members
1%
2%
Deferred members
19%
28%
Pensioner members
80%
70%
Total
100%
100%
The Plan assets do not include any investments in the Company or any property or other assets utilised by the Company.
The Plan is funded by the Company based on a separate actuarial valuation for funding purposes for which the assumptions
may differ from those below. Funding requirements are formally set out in the Statement of Funding Principles, Schedule of
Contributions and Recovery Plan agreed between the Trustee and the Company.
In the current year, the Group reached agreement with the Trustee on the 31 March 2024 triennial actuarial valuation for the UK
defined benefit scheme. The actuarial deficit at 31 March 2024 was £11.7m (2021: £35.8m). The current deficit repair contributions
were agreed at £3.8m per annum from 1 April 2022 to June 2027 (increasing with CPI, capped at 5%, each year).
24. Retirement benefit obligations continued
The deficit repair contributions in the current year were £3.1m, plus a payment of £1.0m made immediately after the year end. It
was agreed that these payments would continue until the scheme is deemed to be in surplus on a technical provisions basis, at
which point the contributions would be directed to an escrow agreement. The next triennial actuarial valuation is expected to
take place during the year ending 31 March 2028.
Risks
The Plan exposes the Company to a number of actuarial risks, which may result in a material change in the net scheme surplus/
deficit and potentially result in an increase in cash contributions in later years and higher charges being recognised in future
Income Statements. Given the long-term time horizon of the scheme’s cash flows, this may result in volatility in the valuation of
the net scheme surplus from year to year. The main risks are set out below:
Mortality risk – the assumptions used by the Group allow for improvements in life expectancy. However, if life expectancy improves
at a faster rate than assumed, this would result in greater payments from the Plan and consequently an increase in scheme
liabilities. The Group regularly reviews the mortality assumptions to minimise the risk of using an inappropriate assumption.
Interest rate risk – a reduction in corporate bond yields would result in a lower discount rate being used to value the scheme
liabilities and consequently result in an increase in scheme liabilities. Additionally, an increase in inflation would increase the
scheme liabilities as the majority of the pension payments increase in line with inflation, although there are a number of caps in
place to ensure that the impact of high inflation is minimised. To mitigate some of the investment volatility, a proportion of the
scheme assets are held in liability-driven investments, which involve hedging some of the Plan’s exposure to changes in interest
rates and inflation by investing in assets that match the sensitivity of its liabilities. This means that if interest rates or inflation
expectations change, assets and liabilities rise or fall together, and the funding level of the Plan should be less volatile.
Investment risk and currency risk – a reduction in the value of investments caused by fluctuating exchange rates and a variety
of other market factors would result in a lower valuation of scheme assets. The scheme invests in a diversified range of asset
classes to mitigate the risk of falls in any one area of the investments and implements partial currency hedging on the overseas
assets to mitigate currency risk.
Defined contribution pension schemes
Contributions made to these schemes amounted to £3.8m (2024: £3.9m).
(b) IAS 19R ‘Employee benefits’
Norcros Security Plan
The valuation used for IAS 19R disclosures has been based on the most recent actuarial valuation at 31 March 2024 and
updated by PwC, a firm of qualified actuaries, to take account of the requirements of IAS 19R in order to assess the liabilities of
the scheme at 31 March 2025. Scheme assets are stated at their market value at 31 March 2025.
(I) THE PRINCIPAL ASSUMPTIONS USED TO CALCULATE THE SCHEME LIABILITIES OF THE NORCROS SECURITY
PLAN UNDER IAS 19R ARE:
2025 2024
Projected Projected
unit unit
Discount rate 5.60% 4.85%
Inflation rate (RPI) 3.20% 3.30%
Inflation rate (CPI) 2.55% 2.65%
Increases to pensions in payment (other than pre-1988 GMP liabilities) 2.94% 3.00%
Salary increases 2.80% 2.90%
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
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199
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
NOTES TO THE GROUP ACCOUNTS CONTINUED
Year ended 31 March 2025
24. Retirement benefit obligations continued
The mortality assumptions are based on standard mortality tables, which allow for future mortality improvements and are
summarised below:
2025
2024
Life expectancy at age 65:
Current pensioners – males
20.7
19.4
Current pensioners – females
22.7
22.0
Future pensioners – males (currently aged 45)
21.7
20.3
Future pensioners – females (currently aged 45)
23.9
23.1
Members are assumed to take a 25% (2024: 25%) cash commutation sum on retirement.
(II) THE AMOUNTS RECOGNISED IN THE INCOME STATEMENT ARE AS FOLLOWS:
2025 2024
£m £m
Included in operating profit:
IAS 19R pension administration expenses
1.8
1.3
IAS 19R finance income
(0.8)
(0.8)
Total cost recognised in the Income Statement
1.0
0.5
(III) THE AMOUNTS RECOGNISED IN THE BALANCE SHEET ARE DETERMINED AS FOLLOWS:
Value at Value at
31 March 31 March
2025 2024
£m £m
Equities
30.1
31.4
Bonds
32.1
66.3
High yield
43.7
58.3
Liability-driven investments
153.0
119.9
Cash and gilts
5.1
15.6
Total fair value of scheme assets
264.0
291.5
Present value of scheme liabilities
(257.2)
(275.0)
Pension asset
6.8
16.5
The fair value of the scheme assets analysed by asset category and subdivided between those assets that have a quoted
market price in an active market and those that do not (such as investment funds) are as follows:
Value at 31 March 2025 Value at 31 March 2024
Quoted Unquoted Total Quoted Unquoted Total
£m £m £m £m £m £m
Equities
–
30.1
30.1
–
31.4
31.4
Bonds
–
32.1
32.1
–
66.3
66.3
High yield
–
43.7
43.7
–
58.3
58.3
Liability-driven investments
–
153.0
153.0
–
119.9
119.9
Cash and gilts
5.1
–
5.1
15.6
–
15.6
Total fair value of scheme assets
5.1
258.9
264.0
15.6
275.9
291.5
The majority of the Plan’s assets are invested in pooled investment vehicles, where the fair value has been determined by the
individual fund managers by applying fair value principles to the underlying investments.
24. Retirement benefit obligations continued
(IV) THE MOVEMENT IN THE SCHEME SURPLUS IN THE YEAR IS AS FOLLOWS:
2025 2024
£m £m
Asset at the beginning of the year
16.5
14.9
Employer contributions – deficit recovery
3.1
4.0
IAS 19R pension administration expenses
(1.8)
(1.3)
IAS 19R finance income
0.8
0.8
Actuarial losses
(11.8)
(1.9)
Asset at the end of the year
6.8
16.5
(V) THE RECONCILIATION OF SCHEME ASSETS IS AS FOLLOWS:
2025 2024
£m £m
Opening fair value of scheme assets
291.5
299.9
Employer contributions – deficit recovery
3.1
4.0
Interest income
13.6
14.2
Benefits paid
(23.8)
(24.3)
Actuarial losses on scheme assets
(18.6)
(1.0)
IAS 19R pension administration expenses
(1.8)
(1.3)
Closing fair value of scheme assets
264.0
291.5
(VI) THE RECONCILIATION OF SCHEME LIABILITIES IS AS FOLLOWS:
2025 2024
£m £m
Opening scheme liabilities
(275.0)
(285.0)
Interest cost
(12.8)
(13.4)
Actuarial gains arising from changes in financial assumptions
18.4
7.1
Actuarial losses arising from changes in demographic assumptions
(10.0)
(3.1)
Actuarial losses arising from experience adjustment
(1.6)
(4.9)
Benefits paid
23.8
24.3
Closing fair value of scheme liabilities
(257.2)
(275.0)
(VII) AMOUNTS RECOGNISED IN OTHER COMPREHENSIVE INCOME ARE AS FOLLOWS:
2025 2024
£m £m
Actuarial losses
(11.8)
(1.9)
Deferred tax
2.9
0.5
(8.9)
(1.4)
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
200
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
201
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
NOTES TO THE GROUP ACCOUNTS CONTINUED
Year ended 31 March 2025
24. Retirement benefit obligations continued
(VIII) SENSITIVITIES
Judgements are required in relation to the principal assumptions. The sensitivities regarding these principal assumptions used to
measure the Plan’s liabilities are as follows:
Impact on scheme
obligations
2025 2024
Assumption £m £m
Discount rate – 0.1% decrease
2.1
2.6
Inflation rate (RPI and CPI)
1
– 0.1% increase
1.2
1.4
Increase in life expectancy by one year
11.5
11.9
1 This includes the impact of salary increases and both deferred and in payment pension increase assumptions.
The above sensitivities are applied to adjust the defined benefit obligation at the end of the year. Whilst the analysis does
not take account of the full distribution of cash flows expected under the scheme, it does provide an approximation as to the
sensitivity of the assumptions shown.
No changes have been made to the method and assumptions used in this analysis from those used in the previous year.
25. Called-up share capital
2025 2024
£m £m
Issued and fully paid
2025:
89,818,983
(2024: 89,596,593) ordinary shares of 10p each
8.9
8.9
In the year, 112,935 of 10p ordinary shares were issued in order to satisfy vesting of options under the Company’s SAYE schemes.
At 31 March 2025, 256,631 shares were held by the Employee Benefit Trust (2024: 297,563).
26. Other non-current liabilities
2025 2024
£m £m
Deferred contingent consideration
–
3.0
Deferred remuneration
–
1.4
Other non-current liabilities
0.2
0.2
0.2
4.6
In the prior year, deferred contingent consideration and deferred remuneration were recognised at fair value as they were
dependent on the future financial performance of Grant Westfield. These liabilities have been released (see note 5). Other non-
current liabilities relate to post-retirement healthcare liabilities in our South African business.
27. Consolidated Cash Flow Statement
(a) Cash generated from operations
The analysis of cash generated from operations is given below
2025 2024
£m £m
Profit before taxation
2.0
32.6
Adjustments for:
– IAS 19R administrative expenses included in the Income Statement
1.8
1.3
– acquisition and disposal related costs included in the Income Statement
25.4
4.3
– exceptional items included in the Income Statement
7.7
(2.3)
– finance costs included in the Income Statement
7.1
8.1
– IAS 19R finance credit included in the Income Statement
(0.8)
(0.8)
– cash flows from exceptional items and acquisition and disposal related costs
(7.5)
(3.4)
– settlement of share options
(0.5)
–
– depreciation of property, plant and equipment
4.4
4.0
– underlying amortisation
0.4
0.3
– depreciation of right-of-use assets
5.2
4.7
– pension fund deficit recovery contributions
(3.1)
(4.0)
– IFRS 2 charges
0.3
0.9
Operating cash flows before movement in working capital
42.4
45.7
Changes in working capital:
– (increase)/decrease in inventories
(10.3)
2.9
– (increase)/decrease in trade and other receivables
(4.4)
9.3
– increase/(decrease) in trade and other payables
0.6
(8.9)
Cash generated from operations
28.3
49.0
(b) Outflow related to exceptional items
This includes expenditure charged to exceptional provisions relating to acquisition and disposal related costs (excluding
deferred remuneration) and other business rationalisation and restructuring costs.
(c) Analysis of underlying net debt
Current Non‑current Underlying Lease
Cash borrowings borrowings net debt liabilities Net debt
£m £m £m £m £m £m
At 1 April 2023
29.0
–
(78.9)
(49.9)
(24.7)
(74.6)
Cash flow
3.3
–
11.0
14.3
6.5
20.8
Non-cash finance costs
–
–
(0.2)
(0.2)
(1.6)
(1.8)
Other non-cash movements
–
–
–
–
(3.6)
(3.6)
Exchange movement
(1.5)
–
–
(1.5)
1.2
(0. 3)
At 31 March 2024
30.8
–
(68.1)
(37.3)
(22.2)
(59.5)
Cash flow
(8.3)
–
9.0
0.7
6.8
7.5
Non-cash finance costs
–
–
(0.4)
(0.4)
(2.0)
(2.4)
Other non-cash movements
–
–
–
–
(3.2)
(3.2)
Exchange movement
0.2
–
–
0.2
–
0.2
At 31 March 2025
22.7
–
(59.5)
(36.8)
(20.6)
(57.4)
Non-cash finance costs relate to the movement in the capitalised costs of raising debt finance in the year and interest on
lease liabilities.
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
202
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
203
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
NOTES TO THE GROUP ACCOUNTS CONTINUED
Year ended 31 March 2025
28. Dividends
A final dividend in respect of the year ended 31 March 2024 of £6.1m (6. 8p per 10p ordinary share) was paid on 2 August 2024,
and an interim dividend of £3 .1m (3. 5p per 10p ordinary share) was paid on 14 January 2025. A final dividend in respect of
the year ended 31 March 2025 of £6.2m (6. 9p per 10p ordinary share) is to be proposed at the Annual General Meeting on
23 July 2025. These financial statements do not reflect this dividend.
29. Capital commitments
2025 2024
£m £m
Contracts placed for future capital expenditure not provided in the financial statements
0.5
0.6
30. Related party transactions
The Group considers its Directors to be the key management personnel. Compensation for Directors who have the sole
responsibility for planning, directing and controlling the Group are set out in the Remuneration Report on pages 122 to 146.
Share-based payments in relation to the Directors can be found in note 10.
31. Disposal of Johnson Tiles UK
On 19 May 2024, the Group sold the trade and assets of the Johnson Tiles UK division to Johnson Tiles Ltd, a new company
incorporated and run by the former divisional management team.
Consideration for the sale was £1m, with a further modest earn out dependent on future equity value of the business, with both
payable in April 2028. This £1m deferred consideration has been discounted to £0.7m in the table below.
The following table summarises the total loss on disposal by detailing the fair value of the assets and liabilities as at the date of
sale net of deferred consideration:
£m
Discounted deferred consideration
(0.7)
Recognised amounts of identifiable assets and liabilities
Property, plant and equipment
1.5
Right-of use-assets
0.2
Inventories
19.7
Trade and other receivables
6.9
Trade and other payables
(4.7)
Lease liabilities
(0.8)
Assets and liabilities disposed
22.8
Total loss on disposal
22.1
Total costs relating to the transaction of £0.8m have been expensed to the Consolidated Income Statement of which £0.6m
is within acquisition and disposal related costs in the year ended 31 March 2025 and the remaining £0.2m recognised in the
prior year.
The revenue and profit after tax included in the Consolidated Statement of Comprehensive Income since 1 April 2024
contributed by Johnson Tiles UK are £4.3m and £nil, respectively.
The net cash outflow from the transaction reported within the Cash Flow Statement under “acquisition and disposal related
costs” was £0.2m representing £0.6m of professional fees, partially offset by £0.4m in relation to plant and machinery sales to
third parties other than Johnson Tiles Ltd.
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205
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
NOTES TO THE GROUP ACCOUNTS CONTINUED
Year ended 31 March 2025
Notes
2025
£m
2024
£m
Non-current assets
Investments 3 177.3 177.3
Other receivables 4 – 0.9
Deferred tax assets 5 0.5 1.1
177.8 179.3
Current liabilities
Trade and other payables 6 (27.5) (1.3)
Net current liabilities (27.5) (1.3)
Total assets less current liabilities 150.3 178.0
Non-current liabilities
Financial liabilities – borrowings 7 (59.5) (68.1)
Net assets 90.8 109.9
Financed by:
Share capital 8 8.9 8.9
Share premium account 47.6 47.6
Treasury reserve 0.7 0.2
Retained earnings before loss for the financial year 43.2 59.0
Loss for the financial year (9.6) (5.8)
Total shareholders’ funds 90.8 109.9
The financial statements of Norcros plc, registered number 3691883, on pages 206 to 213 were authorised for issue on
11 June 2025 and signed on behalf of the Board by:
THOMAS WILLCOCKS JAMES EYRE
Chief Executive Officer Chief Financial Officer
Ordinary
share
capital
£m
Share
premium
£m
Treasury
reserve
£m
Retained
earnings
£m
Total
equity
£m
At 1 April 2023 8.9 47.6 (0.1) 68.4 124.8
Comprehensive expense:
Loss for the year – – – (5.8) (5.8)
Total comprehensive expense for the year – – – (5.8) (5.8)
Transactions with owners:
Purchase of treasury shares – – (0.8) – (0.8)
Dividends paid – – – (9.1) (9.1)
Settlement of share option schemes – – 1.1 (1.2) (0.1)
Value of employee services – – – 0.9 0.9
At 31 March 2024 8.9 47.6 0.2 53.2 109.9
Comprehensive expense:
Loss for the year – – – (9.6) (9.6)
Total comprehensive expense for the year – – – (9.6) (9.6)
Transactions with owners:
Purchase of treasury shares – – (0.1) – (0.1)
Dividends paid – – – (9.2) (9.2)
Settlement of share option schemes – – 0.6 (1.1) (0.5)
Value of employee services – – – 0.3 0.3
At 31 March 2025 8.9 47.6 0.7 33.6 90.8
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207
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
PARENT COMPANY BALANCE SHEET
At 31 March 2025
PARENT COMPANY STATEMENT OF
CHANGES IN EQUITY
Year ended 31 March 2025
NOTES TO THE PARENT COMPANY ACCOUNTS
Year ended 31 March 2025
1. Statement of accounting policies
General information
Norcros plc (the Company) is the ultimate holding company of the Norcros Group, a market-leading designer and supplier of
high-quality bathroom and kitchen products in the UK, Europe and South African markets.
The Company is incorporated in the UK as a public company limited by shares and registered in England and Wales. The shares
of the Company are listed on the London Stock Exchange market of listed securities. The address of its registered office is
Ladyfield House, Station Road, Wilmslow SK9 1BU, UK.
Accounting reference date
UK company law permits a company to draw up financial statements to a date seven days either side of its accounting
reference date. For operational reasons, the Company has in the current financial year adopted an accounting period of
52 weeks and, as a result of this, the exact year end date was 30 March 2025. All references to the financial year, therefore,
relate to the 52 weeks commencing on 1 April 2024. In the previous year, the accounting period was 52 weeks, beginning on
3 April 2023 and ending on 31 March 2024.
Basis of preparation
Norcros plc is a qualifying entity able to apply FRS 101 ‘Reduced disclosure framework’. The separate financial statements of the
Company have been prepared in accordance with FRS 101, on the going concern basis and under the historical cost convention
modified for fair values, and in accordance with the Companies Act 2006 and with applicable accounting standards.
These financial statements and accompanying notes have been prepared in accordance with the reduced disclosure framework
for all periods presented. A separate profit and loss account dealing with the results of the Company has not been presented as
permitted by Section 408(3) of the Companies Act 2006.
The following exemptions from the requirements of IFRS have been applied in the preparation of these financial statements, in
accordance with FRS 101:
• the following paragraphs of IAS 1 ‘Presentation of financial statements’:
– 10(d) (statement of cash flows);
– 16 (statement of compliance with all IFRS);
– 111 (cash flow statement information); and
– 134–136 (capital management disclosures);
• IFRS 7 ‘Financial instruments: disclosures’;
• IAS 7 ‘Statement of cash flows’;
• IAS 8 ‘Accounting policies, changes in accounting estimates and errors’ – impact of future accounting standards;
• IAS 24 (paragraph 17) ‘Related party disclosures’ – key management compensation; and
• IAS 24 ‘Related party disclosures’ – the requirement to disclose related party transactions between two or more members
of a group.
As the Group financial statements include the equivalent disclosures, the Company has taken the exemptions available under
FRS 101 in respect of the following disclosures:
• IFRS 2 ‘Share-based payments’, in respect of Group equity-settled share-based payments; and
• certain disclosures required by IFRS 13 ‘Fair value measurement’, and disclosures required by IFRS 7
‘Financial instruments: disclosures’.
Critical estimates and judgements
The Directors believe that there are no critical accounting estimates or judgements relating to these financial statements.
A summary of the more important accounting policies, which have been applied consistently, is set out opposite.
1. Statement of accounting policies continued
Investments in subsidiaries
Investments held as fixed assets are stated at cost, less any provision for impairment. The Directors believe the carrying value
of investments is supported by their underlying assets and cash flow projections derived from detailed budgets and forecasts.
Dividends received from investments are recognised on receipt of the dividend.
Foreign currency transactions
Monetary assets and liabilities expressed in foreign currencies are translated into Sterling at rates applicable at the year end.
Exchange gains and losses are dealt with in arriving at operating profit.
Taxation
Deferred taxation has been recognised as a liability or asset if transactions have occurred at the Balance Sheet date that give
rise to an obligation to pay more taxation in the future or a right to pay less taxation in the future. An asset is recognised only
when the transfer of economic benefits is more likely than not to occur.
Dividend distribution
Dividend distribution to the Company’s shareholders is recognised as a liability in the financial statements in the period in which
the dividends are approved by the Company’s shareholders or when paid, if earlier.
Financial assets and liabilities
Borrowings – the Company measures all borrowings initially at fair value. This is taken to be the fair value of the consideration
received. Transaction costs (any such costs that are incremental and directly attributable to the issue of the financial
instrument) are included in the calculation of the effective interest rate and are, in effect, amortised through the Income
Statement over the duration of the borrowing.
Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability
for at least 12 months after the Balance Sheet date.
Share-based payments
The Company operates a number of equity-settled, share-based compensation plans. The fair value of the employee services
received in exchange for the grant of options is recognised as an expense. The total amount to be expensed over the vesting
period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting
conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected to
vest. At each Balance Sheet date, the Company revises its estimates of the number of options that are expected to vest. It
recognises the impact of the revision to original estimates, if any, in the Income Statement, with a corresponding adjustment to
equity.
2. Other information
Auditor’s remuneration of £3,000 (2024: £3,000) and staff costs relating to two employees (2024: two) are borne by one of the
Company’s subsidiaries, without recharge.
Further information about the Directors’ remuneration can be found in the Annual Report on Remuneration on pages 122
to 146.
3. Investments
Shares in
subsidiaries
£m
At 1 April 2024 and 31 March 2025 177.3
Details of the subsidiaries owned by the Company, held both directly and indirectly, are shown in note 12.
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
208
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209
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
4. Other receivables
2025
£m
2024
£m
Amounts owed by Group undertakings – 0.9
5. Deferred tax assets
Deferred tax is calculated in full on temporary differences under the liability method. The movement on the deferred tax
account is as shown below:
2025
£m
2024
£m
Deferred tax asset 0.5 1.1
The analysis of the deferred tax asset is as follows:
2025
£m
2024
£m
Other temporary differences 0.5 1.1
2025
£m
2024
£m
To be recovered after more than 12 months – –
To be recovered within 12 months 0.5 1.1
0.5 1.1
The full potential asset for deferred tax is as follows:
2025
£m
2024
£m
Other temporary differences 0.5 1.1
Tax losses 4.5 4.5
5.0 5.6
No deferred tax has been recognised in the financial statements in respect of the tax losses as the Company does not believe
that utilisation of these losses is probable on the basis that entity level profits are unlikely to arise.
6. Trade and other payables
2025
£m
2024
£m
Accruals 1.2 1.3
Amounts owed to Group undertakings 26.3 –
27.5 1.3
NOTES TO THE PARENT COMPANY ACCOUNTS
CONTINUED
Year ended 31 March 2025
7. Financial liabilities – borrowings
2025
£m
2024
£m
Bank loans 60.0 69.0
Costs of raising finance (0.5) (0.9)
59.5 68.1
Repayable after more than one year:
– between one and two years – –
– between two and five years 60.0 69.0
– costs of raising finance (0.5) (0.9)
59.5 68.1
The amount of committed banking facility remains at £130m (plus a £70m uncommitted accordion). The Group exercised the
second of its two one-year extension options in the prior year, extending the maturity date to October 2027.
The Group has been in compliance with all banking covenants during the year.
8. Called-up share capital
2025
£m
2024
£m
Issued and fully paid
2025: 89,818,983 (2024: 89,596,593) ordinary shares of 10p each 8.9 8.9
In the year, 112,935 of 10p ordinary shares were issued in order to satisfy vesting of options under the Company’s SAYE schemes.
At 31 March 2025, 256,631 shares were held by the Employee Benefit Trust (2024: 297,563).
9. Dividends
A final dividend in respect of the year ended 31 March 2024 of £6.1m (6.8p per 10p ordinary share) was paid on 2 August 2024,
and an interim dividend of £3.1m (3.5p per 10p ordinary share) was paid on 14 January 2025. A final dividend in respect of
the year ended 31 March 2025 of £6.2m (6.9p per 10p ordinary share) is to be proposed at the Annual General Meeting on
23 July 2025. These financial statements do not reflect this dividend.
10. Related party transactions
The Company considers its two employees to be its key management personnel. Compensation for these employees, who have
the sole responsibility for planning, directing and controlling the Company, are set out in the Remuneration Report on pages 122
to 146. Employee remuneration is settled on behalf of the entity by Norcros Group (Holdings) Ltd.
11. Contingent liabilities
The Company is party to an omnibus set-off agreement between Lloyds Bank plc (as agent) and the Group’s UK subsidiaries.
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211
FINANCIAL STATEMENTSFINANCIAL STATEMENTS
The production of this report supports the work of the
Woodland Trust, the UK’s leading woodland conservation
charity. Each tree planted will grow into a vital carbon store,
helping to reduce environmental impact as well as creating
natural havens for wildlife and people.
12. Subsidiaries
The subsidiaries included in the financial statements are disclosed below. All companies are 100% owned by the Group.
Held directly by Norcros plc
Company
Country of
incorporation
or registration Registered address
Norcros Group (Holdings) Ltd England Ladyfield House, Station Road, Wilmslow SK9 1BU, UK
Held indirectly by Norcros plc
Company
Country of
incorporation
or registration Registered address
Abode Home Products Ltd England Ladyfield House, Station Road, Wilmslow SK9 1BU, UK
Bathshoponline Ltd England As above
Carlton Holdings Ltd England As above
Crittall Construction Ltd England As above
Croydex Group Ltd England As above
Croydex Ltd England As above
Eurobath International Ltd England As above
H & R Johnson (Overseas) Ltd England As above
H & R Johnson Tiles Ltd England As above
Lincolnshire Properties (Norfolk
Street) Ltd
England As above
Merlyn Industries UK Ltd England As above
Metlex Industries Ltd England As above
Norcros (Trustees) Ltd England As above
Norcros Adhesives Ltd England As above
Norcros Developments Ltd England As above
Norcros Estates Ltd England As above
Norcros Group Trusteeships Ltd England As above
Norcros Industry (International) Ltd England As above
Norcros Securities Ltd England As above
Norcros Services Ltd England As above
Plumbex UK Ltd England As above
Samuel Booth and Company Ltd England As above
Stonechester (Stoke) Ltd England As above
Taps Direct Ltd England As above
Triton Industry Ltd England As above
Triton plc England As above
UBM Pension Trust Ltd England As above
Vado UK Ltd England As above
NOTES TO THE PARENT COMPANY ACCOUNTS
CONTINUED
Year ended 31 March 2025
Company
Country of
incorporation
or registration Registered address
Granfit Holdings Ltd Scotland Westfield Avenue, Edinburgh EH11 2QH, Scotland
Grant Westfield Ltd Scotland As above
Ocean Interiors GmbH Germany Vogt 21, 52072 Aachen, Germany
Ocean Interiors BV Netherlands WTC Heerlen Aachen, Vogt 21, 6422 RK Heerlen, Netherlands
Cronors Insurance Ltd Guernsey Dorey Court, Admiral Park, St. Peter Port GY1 2HT, Guernsey
Merlyn Industries Ltd Ireland Merlyn House, Purcellsinch Industrial Estate, Dublin Road, Kilkenny,
Ireland
Christa 271 (Pty) Ltd Namibia 3rd Floor, 344 Independence Avenue, Windhoek, Namibia
Tile Africa Windhoek Property
(Pty) Ltd
Namibia As above
Ceracon (Pty) Ltd South Africa 4 Porcelain Road, Olifantsfontein 1665, South Africa
General Adhesives (Pty) Ltd South Africa As above
Johnson Tiles Pty Ltd South Africa As above
Lesatsi Trading (Pty) Ltd South Africa As above
Norcros (S A) (Pty) Ltd South Africa As above
RAP Plumbing Supplies (Pty) Ltd South Africa As above
TAL (Pty) Ltd South Africa As above
Talcor Properties (Pty) Ltd South Africa As above
Tile Adhesives (Pty) Ltd South Africa As above
Tile Africa Group (Pty) Ltd South Africa As above
Triton SA (Pty) Ltd South Africa As above
Norcros Middle East Building
Materials Trading LLC
UAE Warehouse No. 5, St. No. 4, Umm Ramool, Marrakesh Road,
P.O. Box 393937, Dubai, UAE
NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2025
212
FINANCIAL STATEMENTS
NORCROS PLC
Ladyfield House
Station Road
Wilmslow
Cheshire SK9 1BU
www.norcros.com
NORCROS PLC ANNUAL REPORT & ACCOUNTS 2025