A POWERFUL CHOICE

FOR BETTER LIVING

ANNUAL REPORT & ACCOUNTS 2026

FOR THE 53 WEEKS ENDED 5 APRIL 2026

NORCROS PLC ANNUAL REPORT & ACCOUNTS 2026

OVERVIEW

Group Highlights 01

Group at a Glance 02

How We Deliver Our Purpose 08

Powerful Choices, Brought to Life 10

Why Invest in Norcros 12

Chair’s Statement 14

STRATEGIC REPORT

Business Model 18

Our Marketplace 20

Our Strategy 24

Strategy in Action 26

Our Approach to Sustainability 32

Chief Executive Officer’s Review 36

Key Performance Indicators 38

Business Review: Europe 40

Business Review: South Africa 43

Chief Financial Officer’s Review 46

Chief People Officer’s Review 50

Our Culture 52

Task Force on Climate-Related

Financial Disclosures (TCFD)

SECR Statement 68

Principal Risks and Uncertainties 70

Stakeholder Engagement 82

Non-financial and Sustainability

Information Statement

CORPORATE GOVERNANCE

Board of Directors 92

Governance at a Glance 94

Chair’s Introduction 96

Governance Key Highlights 98

Corporate Governance Report 100

Audit and Risk Committee Report 104

Nomination Committee Report 110

Remuneration Committee Report 114

Directors’ Remuneration Policy Report 118

Annual Report on Remuneration 130

Directors’ Report 140

Statement of Directors’ Responsibilities 143

FINANCIAL STATEMENTS

Independent Auditor’s Report 146

Consolidated Income Statement 157

Consolidated Statement of

Comprehensive Income

157

Consolidated Balance Sheet 158

Consolidated Cash Flow Statement 159

Consolidated Statement of

Changes in Equity

160

Notes to the Group Accounts 161

Parent Company Balance Sheet 200

Parent Company Statement of

Changes in Equity

201

Notes to the Parent Company Accounts 202

Welcome to the Norcros Annual Report 2026

We are a group of market-leading brands that

design and supply sustainable bathroom and kitchen

products in Europe and South Africa, in addition to

selected export markets.

SOUTH AFRICA

EUROPE

Our brands

UK & IRELAND’S

NO.1 BATHROOM

PRODUCTS GROUP

Sustainability highlights

• Delivered our Scope 1 and 2 science-based targets two years early,

reducing emissions by 65% from our 2023 baseline

• Increased use of lower-carbon logistics, with 37% of inbound

freight shipped using eco-fuel, reducing emissions by around 80%

on those routes

• Accelerated our transition to more sustainable product categories

through the acquisition of Fibo, strengthening our position in

lower-carbon wall panel solutions

• Achieved Great Place to Work accreditation across the UK, Ireland

and South Africa, reflecting strong engagement and a culture

embedded through our Purpose and Keys

READ OUR SUSTAINABILITY REPORT

FOR MORE INFORMATION

Financial highlights

Reported revenue

£393.4m

+10.6%

Underlying operating profit

£48.0m

+7.9%

Operating margin

12.2%

2025: 12.5%

Operating cash

conversion

116%

2025: 84%

ROCE

20.0%

2025: 17.3%

Dividends per

ordinary share (p)

11.3p

+8.7%

Strong progress towards strategic targets

OVERVIEW

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

GROUP HIGHLIGHTS

CONTENT

Care

Courage

Connection

Common Sense

19%

14%

26%

South Africa

74%

Europe

Fibo’s contribution to FY26 post-acquisition only

Our Keys (values)

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 balanced and diversified business portfolio

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 : a commitment to valuing every individual and

creating an inclusive, growth-focused environment where everyone can thrive, contribute and make

a positive difference.

REVENUE SPLIT

BY BRANDS

REGIONAL

FOCUS

At Norcros, we believe in making a

meaningful impact — on the lives of

our customers, the strength of our

business and the world we share.

Our purpose shapes how we think,

how we act and how we make

decisions across the Group. It

reflects the responsibility that comes

with creating products people use

every day — and the importance of

getting those decisions right.

We are focused on delivering well-

designed, high-quality products

whilst making thoughtful, practical

choices about how we operate

— from how we work with our

customers and suppliers, to how we

manage our impact on people and

the environment.

This approach brings consistency

to how we run our businesses,

supporting long-term performance,

strong relationships and sustainable

growth.

OVERVIEWOVERVIEW

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

GROUP AT A GLANCE

Our current product offering

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 enables us to bring

together products across our brands to create more complete, joined-

up solutions for customers.

We are increasingly leveraging this through closer collaboration

between our businesses — aligning product design, finishes and ranges

to offer coordinated solutions, such as matching VADO and Triton

showers with MERLYN enclosures, making it easier for customers and

installers to specify, select and fit our products.

This approach allows us to increase customer value, strengthen our

proposition and take share in attractive, mid-premium segments.

As we continue to develop the Group, there remain further

opportunities to broaden our offering in complementary categories

such as bathroom furniture and sanitaryware, supported by both

organic development and targeted acquisitions.

Brassware (bathroom)

Beautifully-designed taps and accessories

in a range of styles and finishes

As the UK and Ireland’s No. 1 bathroom products group, our brands cover most categories

in the bathroom and kitchen market, with significant opportunity for growth.

Furniture

Vanity units

and bathroom

furniture,

offering practical

storage and

coordinated design

OVERVIEWOVERVIEW

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

GROUP AT A GLANCE

CONTINUED

Our diversified customer base

Breadth and depth of customer relationships ensures a high level

of resilience in uncertain markets

Europe

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.

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%

11%

1% of UK revenues to other channels

NORCROS PLC CAPITAL MARKETS DAY 14

TRADE AND SPECIFICATION

59%

17%

11%

INDEPENDENT, SPECIALIST AND ONLINE

10%

EXPORT

DIY RETAIL

RETAIL AND TRADE

COMMERCIAL, INCLUDING SUPPLY & FIT

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%

11%

1% of UK revenues to other channels

NORCROS PLC CAPITAL MARKETS DAY 14

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%

11%

1% of UK revenues to other channels

NORCROS PLC CAPITAL MARKETS DAY 14

Zimbabwe Namibia Botswana Eswatini Mozambique

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%

11%

1% of UK revenues to other channels

NORCROS PLC CAPITAL MARKETS DAY 14

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%

11%

1% of UK revenues to other channels

NORCROS PLC CAPITAL MARKETS DAY 14

3% in other categories

OVERVIEWOVERVIEW

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

GROUP AT A GLANCE

CONTINUED

BY PROVIDING OUR CUSTOMERS WITH

A POWERFUL CHOICE FOR BETTER LIVING

We live our purpose by starting from a place of doing good, always challenging the status

quo, and working together with a disciplined, collective focus. Our commitment to developing

beautifully-designed and environmentally-responsible bathroom products gives our customers

a powerful and compelling reason to live better every day. As a team, we recognise that we

cannot solve every challenge at once and are committed to telling it like it is when it comes to

where we are able to positively impact and where we cannot yet do so.

HOW WE DELIVER OUR PURPOSE

WHY WE WANT TO ACHIEVE OUR PURPOSE

Better living, every day

We design products that people use every day — in

homes, hotels and commercial spaces — and that creates

an opportunity to make a real difference. By focusing on

design, quality and ease of use, we help customers create

better-performing, longer-lasting bathroom spaces that

combine functionality with sustainability and style.

Responding to changing customer needs

Customer expectations are evolving — from sustainability

and ease of installation to coordinated, design-led

solutions. Our portfolio enables us to respond to these

shifts, developing products that are easier to specify, fit

and maintain, whilst supporting customers in reducing

water and energy usage.

Collaborating with our stakeholders

We work closely with customers, suppliers and local teams

across our markets to deliver long-term value. This includes

building deep supplier relationships, supporting customers

with reliable service and product expertise, and fostering

strong, accountable businesses that contribute to the

communities in which they live and work.

Creating long-term value

Our purpose supports a clear commercial model:

combining strong brands, targeted innovation and

disciplined execution to deliver sustainable growth.

By focusing on resilient mid-premium segments and

capital-light categories, we are building a more

focused, higher-quality business that generates

consistent returns through the cycle.

HOW WE ACHIEVE OUR PURPOSE

Empowering people and culture

Our decentralised model empowers local management

teams to operate close to their customers, supported by a

clear framework and shared values. Through our Purpose

and Keys, we are building a culture of accountability,

collaboration and continuous improvement, reflected in

strong engagement and recognition through programmes

such as Great Place to Work.

Design-led innovation

Our brands specialise in design-led product development,

supported by in-house expertise and cross-Group

collaboration. We invest in new product development and

align ranges across brands to create coordinated solutions

— improving customer choice whilst accelerating speed to

market and driving organic growth.

Clear focus on sustainability

We are shifting our portfolio towards less carbon-intensive,

more sustainable product categories, including the growth

of wall panels alongside traditional materials. Through

our Sustainable Products Framework, we are embedding

sustainability into product design and helping customers

make more informed choices.

Making things easy

We leverage our scale to improve efficiency, resilience

and service across the Group. This includes investment in

warehousing, logistics and inventory, enabling strong stock

availability and customer service, as well as initiatives such

as eco-fuel freight and footprint optimisation to reduce cost

and environmental impact.

SEE PAGES 50 TO 53 FOR MORE ABOUT OUR

PEOPLE AND CULTURE

SEE PAGE 29 FOR MORE ABOUT OUR

ORGANIC GROWTH STRATEGY

SEE PAGE 32 FOR MORE ABOUT OUR

APPROACH TO SUSTAINABILITY

SEE PAGE 30 FOR MORE ABOUT OUR

OPERATIONAL EXCELLENCE STRATEGY

This intentional and authentic

approach is increasingly driving greater

value creation for our shareholders,

demonstrating that doing the right thing

in a responsible and considered way is

simply common sense.

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

OVERVIEW OVERVIEW

Leading the shift towards sustainable wall coverings

Across the bathroom sector, there is a clear shift underway in how walls are finished — with

wall panels increasingly chosen as a faster, more practical and more sustainable alternative to

traditional tiling.

This is a structural shift, not a short-term trend. It reflects

changing expectations from installers, customers and

developers, and a growing focus on efficiency, consistency

and environmental impact in both new build and

renovation projects.

Norcros has made a deliberate strategic move to position

itself at the centre of this shift. Through Grant Westfield

in the UK and now Fibo in Norway, the Group has built

strong, complementary positions in a category that

continues to gain momentum across multiple markets.

The acquisition of Fibo during the year further

strengthens this platform, extending the Group’s reach

and accelerating its transition towards lower-carbon

product categories. This builds on a broader shift in the

Group’s portfolio away from more energy intensive tile

manufacturing and towards solutions that are both less

carbon intensive and better aligned with future market

demand.

Wall panels offer clear practical advantages. They are

designed to make installation faster and more efficient,

reduce time on site and deliver a consistent, high-quality

finish. These benefits are increasingly important in a

market facing labour constraints and rising expectations

around speed and reliability.

At the same time, sustainability considerations are

becoming more influential in customer decision-making.

Wall panels can offer a more efficient use of materials and

energy compared with traditional alternatives, supporting

a growing shift towards more sustainable renovation

choices. This aligns directly with Norcros’ focus on

developing products that make both environmental and

commercial sense.

This is a clear example of Powerful Choices brought

to life. By combining strong local market positions with

a deliberate shift in portfolio strategy, Norcros is not

simply responding to change — we are helping to lead it,

supporting continued share gains in a category that is

reshaping the future of bathrooms.

CASE STUDY

Simplifying the bathroom journey

through collaboration

Designing and delivering a complete bathroom remains a complex process for customers,

retailers and installers. Multiple suppliers, fragmented product ranges and separate deliveries

create unnecessary complexity at every stage of the journey. In many cases, a single bathroom

installation can involve numerous orders and deliveries, requiring customers to coordinate multiple

brands and timelines.

We are working on simplifying and demystifying the bathroom journey.

This begins with recognising that consumers do not think

in terms of individual product categories, but in terms of

creating a complete, coordinated space.

MERLYN and VADO are working closely together to

address this challenge. By aligning their capabilities in

showering, brassware and complementary bathroom

products, the businesses are developing a more

joined up proposition that reflects how

customers want to buy. This includes closer

collaboration on product development,

coordinated ranges and more integrated

solutions for retail and specification partners.

The opportunity goes beyond combining

product categories. By working together,

the businesses are exploring how to reduce

the number of transactions and deliveries

required to complete a bathroom project,

simplify ordering processes, and improve the

overall customer experience. For retailers and

installers, this means fewer suppliers to manage.

For consumers, it creates a more straightforward

and less time consuming journey.

This is an intentional, growth-focused approach — using

collaboration across the Group to solve real customer

challenges. Whilst still at an early stage, it demonstrates

how Norcros is bringing its capabilities together to support

a more complete bathroom proposition and create the

foundations for long-term growth.

CASE STUDY

Our focus is on simplifying the

entire bathroom journey — from

product selection through to

installation.

Wall panels make installation

faster and easier, while offering a

more sustainable alternative — a

simple, common-sense approach to

modern bathroom design.

OVERVIEWOVERVIEW

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

POWERFUL CHOICES,

BROUGHT TO LIFE

BENEFITS

OF SCALE

DIFFERENTIATE

IN FRAGMENTED

MARKET

Balance sheet

strength

Investment

in NPD

Cross-selling

Supply chain

TechnologyTalent

Norcros is a focused, design-led group of market-leading brands operating

in attractive, resilient segments, with a clear strategy to deliver sustainable

growth and long-term shareholder value.

01 02 03

Market-leading brands Resilient model Proven track record

A portfolio of well-established,

design-led brands with strong

positions across multiple product

categories in Europe and South

Africa. Our brands operate close to

their markets, combining specialist

expertise with the benefits of

Group scale, delivering high-

quality products, strong customer

relationships and consistent

performance.

A diversified and capital-light

model, focused on mid-premium

segments and predominantly repair,

maintenance and improvement

(RMI) markets. This provides

resilience through economic

cycles, supported by strong cash

generation, disciplined cost

management and a decentralised

structure that enables agility and

local decision-making.

A consistent track record of

delivering growth through a blend

of organic initiatives and targeted

acquisitions. We have successfully

integrated and developed

complementary businesses, whilst

actively reshaping the portfolio to

focus on higher-growth, higher-

return categories aligned with long-

term market trends.

SEE PAGES 02 TO 05 FOR MORE

ABOUT OUR BRANDS

SEE PAGES 18 AND 19 FOR OUR

BUSINESS MODEL

SEE PAGES 26 TO 31 FOR MORE

ABOUT OUR STRATEGY IN ACTION

Accelerated growth drivers in play Portfolio development

Existing portfolio

Successful and

scalable platform

Significant

opportunity to

develop and grow

Norcros strategy

• Market-leading brands

• Diversified products and

channels

• Design and customer service

• Organic and M&A track record

• Large, fragmented markets

• Sustainability

• Adaptive living

• Benefits of scale

• Portfolio development

• Organic growth

• Operational excellence

• ESG driving competitive

advantage

Tile and Building

Adhesives (TAL)

Tiles (Tile Africa)

Plumbing Materials

(House of Plumbing)

Europe

Ireland

Furniture

Baths

Mirrors

Shower trays

Adaptive

living

Sustainable

products

Sanitaryware

Lighting

United Kingdom

South Africa

Portfolio growth opportunities – where

we currently have very low market share

Sustainable

products

Adaptive living

Shower trays

Mirrors

Lighting

Baths

Furniture

Sanitaryware

Europe

Ireland

Wall panels (Fibo)

Wall panels (Grant Westfield)

Accessories (Croydex)

Shower enclosures (MERLYN)

Kitchen products (Abode)

Bathrooms (VADO)

Electric showers (Triton)

Europe

OVERVIEWOVERVIEW

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

WHY INVEST IN NORCROS

Introduction

Norcros is building a focused, higher-quality group centred

on branded, sustainable bathroom products, underpinned by

a disciplined and repeatable model of portfolio development,

organic growth and effective capital allocation.

During the year, the Group made further meaningful progress

to support this, whilst also delivering a strong financial

performance. Following the completion of the acquisition of

Fibo and its exit from tile manufacturing, the business has

significantly strengthened its position in attractive, capital-

light bathroom categories. The Board has also recently

announced that we are exploring the potential sale of our

remaining South African business.

Consistent delivery through the cycle

Norcros again traded in line with market expectations

despite subdued end markets. The Group grew market share,

supported by its strong brands, mid-premium positioning and

scale, and continued to progress towards the medium-term

targets set out at our 2024 Capital Markets Event. Noting the

current geopolitical and macroeconomic challenges, Norcros

has a strong balance sheet, including healthy inventory levels,

and remains well placed to take market share during periods

like this, as demonstrated through the Covid-19 period and

subsequent supply chain interruptions.

Executing our strategy

Norcros continues to progress its four strategic priorities –

portfolio development, organic growth, operational excellence

and ESG – with discipline, and the portfolio focus achieved

important milestones during the year.

Three major portfolio milestones, two completed in-year and

one initiated post year-end, have significantly advanced the

transition to a capital-light, sustainable bathroom products

group focused on the UK and Europe. The Group acquired

Fibo in Norway, adding a capital-light business in the fast-

growing waterproof wall panel category, complementing

Grant Westfield and creating the market leader in this

attractive category in Northern Europe, whilst completing the

exit from tile manufacturing following the sale of Johnson Tiles

UK in 2025 and closure of Johnson Tiles South Africa in 2026.

Whilst driving the quality and focus of our portfolio, Norcros

continues to grow share organically through disciplined

investment in product development, targeted cross-selling,

operational excellence and ESG. The Group’s sustainability

credentials have supported share gains in both new build and

RMI and we have steered away from the political noise around

sustainability by applying common and commercial sense.

Norcros’ core fragmented and attractive UK and European

markets provide significant opportunities for sustained further

growth, both organically and through acquisition.

Review of South Africa

Following the closure of Johnson Tiles South Africa, the Board

announced in May 2026 it is investigating the potential

sale of the remaining South African business, in line with

the plans set out at the 2024 Capital Markets Event. This is

a quality profitable asset that sits outside of core product

and geographic focus areas and we will provide updates

on the process to find the business and its team the right

shareholders at the appropriate times. The successful sale

would complete the transformation of the Group into a

focused European branded bathroom business.

ESG: Sustainability and

responsible growth

Sustainability is integral to how Norcros grows and creates

long-term value. We published our first standalone Sustainability

Report last year and delivered its short-term SBTi targets for

Scopes 1 and 2 two years early. The Board expects this focus

to continue to support differentiation and value creation as

regulations and customer expectations evolve.

Talent, culture and leadership

A key strength of Norcros is our portfolio of specialist

businesses, each with strong market positions and leadership

teams operating within a clearly defined, decentralised

framework. This model empowers local management teams

to make decisions close to their customers and markets,

collaborate with other Group businesses to leverage the

benefits of our collective scale where it makes sense, whilst

benefiting from the Group’s strategic oversight, financial

discipline and shared values.

This combination of autonomy and accountability continues

to drive entrepreneurial behaviour, operational agility and

consistent execution across the Group. Our Purpose and Keys

provide a common cultural foundation, ensuring that whilst

our businesses operate independently, they are aligned in how

they create value and deliver for stakeholders.

Throughout the year, our teams demonstrated resilience,

ownership and adaptability in challenging conditions. On

behalf of the Board, I would like to thank all colleagues for

their continued commitment and contribution.

Acting responsibly

The Board remains committed to high standards of governance,

integrity and accountability. Regular engagement with the

Executive team provides effective oversight and challenge.

The wellbeing, safety and empowerment of our people remain

priorities, supported by an inclusive culture and clear values.

Norcros’ decentralised model

allows each business the freedom

to perform, whilst ensuring

the Group benefits from clear

strategy, discipline and

shared values.

Dividend

The Board is recommending a final dividend of 7.6p per share

(2025: 6.9p). When combined with the interim dividend of 3.7p

per share, this brings the total dividend for the year to 11.3p per

share, up 8.7% compared to the prior year and maintaining an

appropriate level of dividend cover.

Farewell

On behalf of the Board and the wider Norcros team, I would

like to thank James Eyre, our Chief Financial Officer, who,

as previously announced, will be leaving the business after

12 years of service. He has made a significant and valued

contribution to Norcros, initially leading our acquisition

strategy before becoming CFO.

The search process for James’s successor has commenced.

Andy Hamer, currently UK and Ireland Finance Director

and previously Group Financial Controller, will take on the

additional non-Board role of interim CFO until this process is

concluded and we will update the market on progress in due

course.

Outlook

The Board is confident in the Group’s prospects and ability to

deliver through the economic cycle. Whilst conditions remain

uncertain, Norcros is well positioned with a strong balance

sheet, disciplined capital allocation and a clear strategy. We

will remain focused on sustainable growth, risk management

and long-term value for stakeholders.

STEVE GOOD

Chair

10 June 2026

STEVE GOOD

Chair

STRONG FINANCIAL PERFORMANCE

CLEAR PLATFORM FOR

SUSTAINED GROWTH

OVERVIEWOVERVIEW

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

CHAIR’S STATEMENT

STRATEGIC

REPORT

Business Model 18

Our Marketplace 20

Our Strategy 24

Strategy in Action 26

Our Approach to Sustainability 32

Chief Executive Officer’s Review 36

Key Performance Indicators 38

Business Review: Europe 40

Business Review: South Africa 43

Chief Financial Officer’s Review 46

Chief People Officer’s Review 50

Our Culture 52

Task Force on Climate-Related

Financial Disclosures (TCFD)

SECR Statement 68

Principal Risks and Uncertainties 70

Stakeholder Engagement 82

Non-financial and Sustainability

Information Statement

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORTSTRATEGIC REPORT

M&A

Our dedicated in-house corporate development

team develops our M&A pipeline 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, collaboration

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 environment and

communities. We have a consistent set of policies,

processes and systems that underpin this framework

that we apply across the Group.

Our individual brands are experts at 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 50 TO 53

Portfolio of

market-leading

brands

READ MORE ON

PAGES 02 TO 05

Positioned

in attractive,

complementary

geographies

READ MORE ON

PAGES 20 TO 23

Positioned

towards resilient

RMI and

mid-premium

segments

READ MORE ON

PAGES 20 TO 23

Strong customer

relationships

READ MORE ON

PAGES 06 TO 07

Deep supply chain

partnerships

IN OUR

SUSTAINABILITY

REPORT

Financial strength

READ MORE ON

PAGES 46 TO 49

In-house product design teams

Each of our brands specialises in niche, mid-

premium, bathroom or kitchen products.

Category expertise, consumer insight and

market knowledge drive product design and

development. Group knowledge sharing enhances

new product development, which boasts a robust

pipeline and impressive annual vitality rates.

Technology and I.P.

Through the process of new product

development, the brands within the Group

develop technologies and intellectual property

that drives competitive advantage. Brands

within the Norcros Group can benefit from these

inventions within their own product design and

product innovations.

Sustainable products

Global megatrends, including climate change,

energy transition and ageing populations, are

creating an increasing focus on sustainability. In

the future, there will be an increasing demand

for bathroom and kitchen products that are less

carbon-intensive, make more economical use

of water and energy and cater for the needs

of ageing consumers. Our focus on reducing

energy consumption, enhancing social benefits

and promoting a circular economy drives our

competitive advantage through sustainable

products and ESG focus.

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, while

proactively managing risks, maintaining high-

quality standards and fostering strong supplier

relationships, which enhance performance and

competitiveness.

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 0.11% of customer products being recalled

for quality issues and 0.01% 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

In the UK, 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 consumers. We also export products from the

UK, Ireland and South Africa, typically using local

distributors or retailers.

Technical support

Providing exceptional technical support to partners

is a priority. We offer 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.

Our tailored, responsive approach strengthens

partnerships.

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

where we can all

#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 that

reduce 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 as well as growing

shareholder returns.

Group business model

Inputs and

key resources

Design Source

Service

Value we create

for stakeholders

People

Product

Planet

GROUP

BRANDS

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORT STRATEGIC REPORT

BUSINESS MODEL

Significant opportunity for organic and M&A growth in large,

fragmented markets

We operate in the bathroom and kitchen products markets in Europe

(the UK, Ireland and Norway) and South Africa.

We consider our market in three groups:

Core Addressable

Market

This covers the core product

categories that we serve today in

Europe 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. It also includes

a wider range of adjacent

product categories.

Market in numbers

The diagram shows how our total market is broken down.

Total addressable market

Extended addressable market

Core bathroom, kitchen and panel

products in UK, Ireland and Norway:

• c. £3.3bn

1,2,3,4,5

• Showers, enclosures and trays, brassware,

bathroom furniture, accessories, wall coverings,

kitchen sinks, sanitaryware and wall panels

South Africa:

• c. £1.8bn

• Coverings, adhesives, bathroom

and plumbing

= Core addressable market + c. £2bn-£3bn

Total addressable market + >£5bn

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. £5.1bn

(sum of the above)

= c. £7bn – £8bn

= >£10bn

Bathroom products market in Nordics outside of Norway,

where we have low overall share outside of Fibo panels

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

The sweet spot

End market

Quality/price point

80%

RMI

12%

Residential

new build

Commerical RMI

& new build

29%

Premium

42%

Middle

29%

Economy

• RMI² main driver of bathroom and kitchen market;

81% of Norcros revenue in FY26

• New build headwinds, but strong underlying

medium-term growth drivers and recovery potential

• Norcros in more resilient mid-premium segment

• Differentiated from building sector commodities

Source: BRG: The European Bathroom & Kitchen Product Markets UK 2025

RMI: Renovation Maintenance Improvement

Source: BRG: The European Bathroom &

Kitchen Products Market UK 2025 (Apr25)

Source: BRG: The European Bathroom &

Kitchen Products Market Ireland 2024

(Sep25)

Source: BRG: The European Bathroom &

Kitchen Products Market Norway 2024

(Jul25)

UK: AMA Wall Panels Report 2024 (May25)

& Floor and Wall Tiles Report 2024 (May25);

Norway: Management estimates.

(NB: no wall panel market in Ireland)

Management estimates

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORT STRATEGIC REPORT

OUR MARKETPLACE

Norcros positioning in South Africa

Well-established market-leading brands

• 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 £1.8bn)

• Regional fragmentation in bathroom and

plumbing segment

• Significant opportunity to take further share

from smaller competitors

Norcros positioning in Europe

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 81% of market and circa 81% of

Norcros revenue)

• Large target market (circa £2.7bn 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

Market drivers

Europe

Market sizes

BRG

1,2,3

estimates that the bathroom and kitchen product

markets of the UK, Ireland and Norway are £2.1bn, £0.2bn and

£0.3bn respectively.

End market

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%

of UK 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%

of the UK 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 mortgage 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

of the UK 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

81% of the Group UK revenue.

Quality/price point

The market is typically viewed in three segments: premium,

middle and economy.

The mid-premium segments account for approximately 71%

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 UK bathroom products market is estimated to have

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 any recovery in the new build sector is still

unclear; exacerbated by the Iranian conflict, its associated

impact on energy prices and the potential that central banks

will increase interest rates to mitigate inflationary pressures.

RMI is likely to remain lacklustre given consumer sentiment has

recently deteriorated sharply.

The medium-term outlook, however, remains positive, given

the shortage of houses and consumer demand for quality and

environmentally-friendly products.

The BRG report (released April 2026) indicates that the

bathroom market declined by circa 1.2%

1,4

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.

South Africa

The market in South Africa is large with a total size of circa

£1.8bn 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.

Source: Norcros BRG: The European Bathrooms & Kitchen Product Markets UK 2025

(Apr26).

Source: Norcros BRG: The European Bathrooms & Kitchen Product Markets Ireland

2024 (Sep25).

Source: Norcros BRG: The European Bathrooms & Kitchen Product Markets Norway

2024 (Sep25).

Source: Norcros BRG: The European Bathrooms & Kitchen Product Markets UK 2024

(Apr25).

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORT STRATEGIC REPORT

OUR MARKETPLACE

CONTINUED

Total revenue

Underlying

operating profit

Underlying return on

capital employed

Dividend

per share

Underlying operating

cash flow

Return on sales

Mergers, acquisitions

and disposals

Stakeholder and

reporting requirements

Staff retention

and recruitment

Market

conditions

Loss of key

customers

Competition

Reliance on

production facilities

Loss of

key supplier

Exchange

rate risk

Funding and

liquidity risk

Pension

scheme risk

Cyber

security

M&A

Align portfolio to

Group strategy

and accelerate

growth through

selective M&A

Progress in 2026

• Completed closure of Johnson Tiles SA

• Completed acquisition of Fibo

• Exploring sale of Norcros South Africa

• Refreshed M&A pipeline against new Group strategy

Priorities for the medium term

• Explore sale of Norcros South Africa

• Continue to drive growth in panels

• Fill category and channel gaps in UK

• New market development (Europe and

adaptive living segment)

Link to KPIs

1 2 3 4 5 6

Link to Risks

1 3 4 6 9

READ MORE ON

PAGES 26 TO 28

Organic

growth

Grow ahead

of the market

by establishing

growth

accelerators and

energising our

entrepreneurial

culture

Progress in 2026

• Significant new product development – complete

bathroom ranges, Metlex, and ENlight with HeatRepeat

• Cross-selling to key customers such as Wickes, B&Q

and Victorian Plumbing

• Brand collaborations with Laura Ashley and

Clarke & Clarke

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

Link to KPIs

1 2 3 4 5 6

Link to Risks

2 3 4 5 6 7

8 9

READ MORE IN THE

CASE STUDY ON

PAGE 31

CRAFTING DESIGN-LED SUSTAINABLE

BATHROOM AND KITCHEN PRODUCTS

STRATEGIC OBJECTIVES

ESG – DRIVING OUR COMPETITIVE ADVANTAGE

Renowned for

design and

sustainability

M&A

Organic

growth

People – Product – Planet

Operational

excellence

Leading,

digitally-enabled

service

Inclusive and

growth-focused

culture

Scale with

market-leading

returns

STRATEGIC INITIATIVES

LINK TO KPIS

LINK TO RISKS

Medium-term targets

ORGANIC

GROWTH

OPERATING

MARGIN

CASH

CONVERSION

ROCE SCIENCE-BASED

CARBON EMISSION

TARGETS

2–3%

per annum

above market

15%

Over medium

term

>90% >20% 2028

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORT STRATEGIC REPORT

OUR STRATEGY

Portfolio development

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

2025

Acquisition

of Fibo

Holding AS

Sustainable wall panels

Closure of

Johnson Tiles

South Africa

2024

Sale of Johnson Tiles UK

Through active portfolio development, we are reshaping Norcros — focusing on higher-growth,

capital-light, more sustainable categories whilst exiting less strategic areas to build a more

focused, resilient and higher-quality business.

2026

Exploring

options to sell

Norcros SA

(Announced May 2026)

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORT STRATEGIC REPORT

STRATEGY IN ACTION

Fibo – Market leader in

attractive market

• Leading wall panel business in Nordics and

central Europe

• Wall panels – fast growing product segment

• Taking share from tiles (ease of installation /

maintenance)

• Excellent sustainability credentials

• Experienced and committed management team

• Designs, manufactures and supplies high-quality

panels from factory in Lyngdal, Norway

Net sales by country

Large, fragmented and known market

Sales data derived from the Fibo Group audited accounts for the year ended 31 December 2024

Strategically complementary acquisition

• Creates position of scale in attractive

high-growth panels segment

• Fibo to benefit from our previous proven

scale-based growth accelerators

• Strong cross-selling opportunities

(both ways)

• New Nordic and Central European

platform in large and fragmented markets

Grant Westfield

Key: Core Secondary

Fibo

Key: Core Secondary

Platform for Norcros Group geographic expansion

Portfolio development

Proven growth accelerators

• Investing in high-growth segments e.g. wall panels

• New product development and sustainable products

• Brand collaborations including Laura Ashley and

Clarke & Clarke

• Cross-selling - Wickes, Screwfix, Topps Tiles, B&Q

(under Triton brand)

Metlex – Expanding into new categories

through in-house expertise

Organic growth at Norcros is driven by using our existing capabilities

to identify and unlock new opportunities within our markets.

At Croydex, this approach is demonstrated through

the relaunch of Metlex. Building on deep product

knowledge and design capability, the business has

developed a proposition that combines contemporary

styling with practical performance — underpinned by

technical expertise, not just aesthetics.

The Metlex range has been designed with a clear

focus on usability. Products are easy to specify, simple

to install and deliver a consistent, high-quality finish,

reflecting an understanding of the needs of both

customers and installers. This focus on practical

application is supported by ongoing product

development and technical refinement, ensuring

the range performs reliably in real-world settings.

Rather than entering the category through

acquisition, Metlex represents a deliberate move

into a new segment through internal expertise. By

leveraging existing capabilities across the Group,

Croydex has been able to establish a credible and

differentiated presence in an adjacent category,

creating a new avenue for growth.

Whilst still at an early stage, the relaunch of Metlex

demonstrates how Norcros delivers organic growth

in practice: building on what we already do well,

developing propositions with clear customer relevance,

and entering new areas of the market with confidence

and intent.

CASE STUDY

Organic growth

47%

Norway

19%

Export and

North America

29%

Sweden

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORT STRATEGIC REPORT

STRATEGY IN ACTION

CONTINUED

Focus on Group freight and energy

• Exceed eco-fuel target with Maersk

• Using eco-fuel has diluted energy risk

• Group joined Sustainable Energy Consortium

• Benefits of scale – Group approach enabling

predictability and savings

Maersk – Leveraging scale to strengthen

supply chain resilience and control cost

Operational excellence at Norcros is demonstrated in how the Group uses its

scale to deliver outcomes that individual businesses could not achieve alone.

A clear example is the Group’s partnership

with Maersk, which brings together shipping

volumes across the business to create a

more coordinated and resilient approach

to global freight. In a fragmented market,

this scale provides access to commercial

terms, capacity and flexibility that would not

otherwise be available.

During the year, Norcros set a target for

20% of shipping volumes to be transported

using lower-carbon eco-fuels. Through close

collaboration and coordinated execution

across the Group, actual usage reached

approximately 37%, significantly exceeding

the original ambition.

This partnership also delivers tangible

commercial benefit. By securing eco-

fuel capacity under pre-agreed pricing

arrangements, Norcros has reduced

exposure to volatility in global fuel markets.

Whilst energy prices have fluctuated

significantly, this approach has provided

greater cost stability and predictability

across the Group’s supply chain.

Beyond cost, the arrangement enhances

operational resilience. Access to both

conventional and lower-carbon fuel

options provides flexibility in an uncertain

environment, helping to maintain continuity

of supply and reducing dependence on any

single route or energy source.

This is a practical example of how

sustainability and commercial performance

are aligned. By acting at scale, Norcros

is able to adopt lower-carbon solutions

whilst strengthening supplier relationships,

improving cost control and increasing supply

chain resilience.

It is also a clear demonstration of

operational excellence in practice: using the

strength of the Group to act collectively,

respond to market volatility with greater

certainty, and build a more flexible and

resilient supply chain for the future.

Inbound

freight

shipped

with eco-fuel

37%

Eco-fuel

provides

stability and

resilience

CASE STUDY

Operational excellence

Doing the right thing whilst driving

margin gains

• Scope 1 and 2 near-term target achieved two years early

• Progress reflects exit from tile market in favour of more

sustainable panel alternative

• We will review targets in 2027 to incentivise progress to

2040 net zero

• Great Place to Work certification in all three of our

major regions

HeatRepeat

– Partnering to deliver

lower-carbon, lower-cost solutions

The challenges we face — from climate change to water scarcity — are bigger than any one

business, brand or product. Over two billion people already live in water-stressed countries,

and even in the UK there is a serious risk of water supply shortages in the decades ahead.

At Norcros, sustainability means thinking about the

choices made today — both large and small — and

the impact they have in the long term. It also means

recognising that these challenges cannot be solved

alone. This is why the Norcros Purpose explicitly

includes connections as well as products: to create

products and connections that offer sustainable

choices for better living.

A practical example is Triton’s ENlight

with

HeatRepeat

, developed to work with wastewater

heat recovery systems (WWHRS) — a technology

that captures heat from used shower water and

uses it to pre-warm the incoming water supply.

WWHRS is already established in the market, but

integrating it effectively with electric showers is

more complex than with standard systems. Rather

than trying to design in isolation, Triton worked

closely with specialist WWHRS partners (including

Zypho and Showersave) to ensure compatibility

across different systems, supported by joint testing,

installation learning and shared technical expertise.

This approach is about being part of a

bigger solution — combining expertise across

organisations so that sustainable choices can be

designed into homes from the outset and deliver

lasting impact. It is also where environmental

outcomes meet everyday realities. When paired

with WWHRS, ENlight

with HeatRepeat

can

reduce annual energy consumption by up to 51%

and water usage by 44%, helping to cut both

carbon impact and household running costs.

This is where ESG becomes a source of competitive

advantage. By building on existing technologies,

partnering with specialist providers, and applying

in-house design and engineering expertise, Norcros

is able to bring scalable, credible solutions to market

more effectively — strengthening relationships

with specifiers, supporting evolving regulation and

helping customers deliver lower-carbon homes that

cost less to run.

CASE STUDY

ESG

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORT STRATEGIC REPORT

STRATEGY IN ACTION

CONTINUED

People

People: Our priority themes

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

65% from our 2023 baseline achieving our short-term target

two years early, and making progress towards our long-term

target of net zero emissions by 2040.

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 in 2022 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.

2026 highlights

• Further refined and embedded the Norcros Sustainable

Products Framework, aligning methodology with industry

best practice.

• Reduced Scope 1 and 2 carbon emissions by 65% from the

2023 base year, achieving our near-term SBTi target two

years early.

• Acquired Fibo in October 2025, accelerating the Group’s

shift towards lower-carbon wall panel solutions.

• Maintained our CDP Climate Change B Rating.

• Triton Showers maintained EcoVadis Silver status, ranking

in the 85th percentile globally.

• Completed our second Group-wide employee

engagement survey, achieving Great Place to Work

accreditation in the UK, Ireland and South Africa.

• Published our Group Environmental Policy.

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 2026

Sustainability Report at www.norcros.com.

Health and

safety

AMBITION: Working to be incident and injury free, while creating an environment where

our people feel safe, supported and able to do their best work.

KPI 2026 2025

Accident incident rate (reportable injuries per 100,000 employees)

442

502

Fatalities

Talent and

workforce

development

AMBITION: To make Norcros a place people choose to be, where everyone can

#BeSomeone

KPI 2026 2025

Average number of training hours per employee

117

Total employee turnover

22%

21%

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 broad range of backgrounds, skills and views.

KPI 2026 2025

Gender diversity

Male

65%

Female

35%

Male

64%

Female

36%

Ethical conduct

and integrity

AMBITION: Operate with integrity and respect to regulation and laws in all dealings

KPI 2026 2025

Proportion of eligible employees who received training in bribery

and corruption

95%

80%

Total number of reported breaches of Code of Ethics and Standards

of Business Conduct in total

(and those specifically relating to bribery)

149

Total number of investigated breaches of Code of Ethics and

Standards of Business Conduct in total

(and those specifically relating to bribery)

149

Total number of upheld breaches of Code of Ethics and Standards

of Business Conduct in total

(and those specifically relating to bribery)

107

Percentage of staff disciplined or dismissed due to

non-compliance with Anti-Bribery/Corruption Policy

0.80%

0.05%

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORT STRATEGIC REPORT

OUR APPROACH TO SUSTAINABILITY

Product

Product: Our priority themes

Planet

Planet: Our priority themes

Innovative

and efficient

products

AMBITION: Drive growth through high-quality, design-led and sustainable products

KPI 2026 2025

Revenue from sustainable products

36%

See

Sustainability

Report

Proportion of revenue from products that have been launched in

the last three years

23%

Product quality

and safety

AMBITION: Design, manufacture and/or supply high-quality and safe products

KPI 2026 2025

Customer products recalled due to safety issues as a proportion of

total products sold

0.01%

0.0001%

Customer products recalled due to poor product quality

as a proportion of total products sold

0.11%

0.09%

Supply chain

management

AMBITION: Ensure our supply chain operates in line with our ESG standards by

applying our Norcros Supply Chain Policy

KPI 2026 2025

Proportion of supply chain that engage with the Norcros Supply

Chain Policy

67%

n/a

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 2026 2025

Scope 1 and 2 emissions (tCO

19,969

54,453

Scope 3 emissions (tCO

812,746

846,702

Total energy consumption (kWh)

73,326,337

201,689,338

Percentage of electricity from renewable sources

37%

23%

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 2026 2025

Total waste (tonnes)

6,156

12,850

Water withdrawal (m

)

39,416

169,911

Water consumption (m

)

10,366

111,882

Percentage of packaging used

from recycled materials

31%

10%

Social and

community

engagement

AMBITION: Engage our wider community to achieve sustainable outcomes

We monitor social and community engagement as a qualitative area of focus, recognising

that impact is best understood through the nature and outcomes of activities rather than a

single quantitative KPI.

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORT STRATEGIC REPORT

OUR APPROACH TO SUSTAINABILITY

CONTINUED

Introduction

Norcros delivered another strong performance this year,

continuing to execute our strategy and further strengthening

the quality of our business portfolio. Despite ongoing

economic and geopolitical uncertainty, our differentiated

model, strong brands and disciplined execution helped us

grow market share and deliver in line with our plans.

Scale matters. Our businesses hold leading positions in

their markets, underpinned by well-invested inventory and

strong customer relationships. Together, these strengths

give us resilience through periods of volatility and create

opportunities to gain market share.

We continue to make excellent progress against our strategic

targets having achieved all but the operating margin target:

• Organic growth at 2% - 3% above the market

• Group underlying operating profit margin to reach 15%

• Cash conversion greater than 90%

• Return on capital employed greater than 20%

• Delivery of SBTi-validated science-based emissions targets

by 2028

Our operating margin target is well within our reach, and we

expect to deliver this in the medium term as Fibo margins

improve and we find new shareholders for our remaining

South African assets. The strategic targets will be reset at this

time. The material progress against our financial targets has

been driven by our clear ongoing focus on the four pillars

that we shared at our capital markets event in May 2023,

supporting the Group’s development and long-term value

creation.

Portfolio development

Portfolio development remains central to our strategy, helping

us build a capital-light, cash-generative Group with exposure to

attractive mid-premium segments. During the year, we completed

the acquisition of Fibo in Norway, a highly complementary

business with strong branded positions and attractive margins.

Fibo broadens our scale, extends our geographic reach and

strengthens our product capability. It will also be materially

earnings accretive in its first full year of ownership.

The Group also completed the closure of Johnson Tiles South

Africa, marking our exit from tile manufacturing and further

improving our portfolio’s capital efficiency and resilience. The

Board is also now exploring potential sale options of the wider

South African business as we continue to sharpen our focus

on the European bathroom market in line with our strategy.

Acquisitions remain an important part of our growth strategy.

We maintain a well-developed pipeline across our core UK

and Ireland markets and selected international geographies,

focused on complementary, scalable businesses capable of

delivering attractive returns under Norcros ownership.

Organic growth

Alongside portfolio development, organic growth remains a

core driver of value creation. Across the Group, we delivered

ahead-of-market revenue growth, supported by new product

development, cross-selling and high service levels.

Our scale across brands and channels continues to support

innovation and range expansion, whilst our mid-premium

positioning gives us resilience in softer market conditions.

Continued investment in people, customer relationships

and product capability will remain important to supporting

medium-term growth.

In FY26 Q4, we announced that we will begin formalising the

collaboration between VADO and MERLYN to create and

offer a range of complete bathroom ranges that look great,

are easier to install and give our customers a powerful choice

when it comes to intentionally lowering their impact on the

environment. This improved service offer will be supported

by our investment in our systems infrastructure that will

help deliver these bathrooms in a simpler and more efficient

manner. The project is at an early stage, and we expect

benefits to start to flow through in the second half of 2027.

Operational excellence

Supporting both portfolio development and organic growth,

operational excellence underpins profitable growth at scale.

We continue to improve service, reduce complexity and drive

efficiency across the Group. Targeted investment in systems

infrastructure is improving stock availability, customer service

and operational leverage.

The benefits of scale are increasingly visible in logistics, freight

procurement and inventory management, supporting margin

delivery and resilience. These initiatives remain an important

enabler of our strategy and a clear point of differentiation in

fragmented markets.

ESG and people

Alongside commercial and operational progress, our ESG

priorities (people, product, and planet) remains integral to

how we operate and grow. We have delivered a reduction of

65% in our Scope 1 and 2 emissions since 2023 and are ahead

of our 2028 SBTi carbon reduction target for Scopes 1 and 2.

This has been achieved through a wide range of emissions

reduction projects and transitioning the Group away from tiles

to less carbon-intensive alternative products. We will reset our

science-based targets to ensure they remain robust, relevant

and aligned with the Group’s future footprint.

Our people agenda is a real strength. The Group has seen

strong engagement and recognition through the Great

Place to Work programme, achieving accreditation in our

major regions and reflecting the common culture that is

being embedded across our businesses. During the year, we

completed the Group wide rollout of our Purpose and Keys,

reinforcing the shared behaviours that support collaboration,

accountability and performance across the Group.

Maintaining high standards of governance and transparency

remains a priority for the Board and Executive team. We were

pleased to receive Best Employment Engagement Strategy

from the Corp Comms Awards and Best Annual Report from

the Investor Relations Society, recognising the quality of last

year’s Annual Report and our commitment to clear, balanced,

high-quality reporting for all stakeholders.

Outlook and priorities

Trading performance through the first two months of the

year reflects continued market share gains, supported by the

strength of our brands, service levels and scale benefits across

the Group.

Group revenue in the two months to the end of May 2026 was

3.1% ahead of the prior year on a constant currency like for

like basis, adjusting for Johnson Tiles SA and the acquisition

of Fibo. Market conditions are likely to remain subdued, with

the pace of any recovery in the new build sector still unclear,

however, the RMI sector is currently more resilient and the

Board’s expectations for FY27 remain unchanged.

Whilst market conditions remain uncertain and the pace of

any recovery in new build remains unclear, the RMI sector

remains more resilient. Our scale, market positioning, and

strong balance sheet leave us well placed to manage short-

term volatility whilst continuing to execute our growth strategy.

A business built to grow

Our strategy is clear, focused, and built on four pillars: portfolio

development, organic growth, operational excellence and

ESG. Together, these strengths give Norcros resilience and the

ability to keep taking share through the quality of our brands,

operational depth and well-invested inventory. As a result, the

Group is well positioned to continue growing, strengthening

its portfolio and delivering sustainable long-term value for all

stakeholders.

THOMAS WILLCOCKS

Chief Executive Officer

10 June 2026

THOMAS WILLCOCKS

Chief Executive Officer

STRONG FINANCIAL PERFORMANCE

CLEAR PLATFORM FOR

SUSTAINED GROWTH

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORT STRATEGIC REPORT

CHIEF EXECUTIVE OFFICER’S REVIEW

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

TOTAL REVENUE (£M)

£393.4m

UNDERLYING

OPERATING

PROFIT (£M)

£48.0m

UNDERLYING RETURN

ON CAPITAL EMPLOYED

(%)

20.0%

DIVIDEND

PER SHARE (P)

11.3p

UNDERLYING

OPERATING

CASH FLOW (£M)

£57.6m

RETURN

ON SALES (%)

12.2%

393.4

441.0

396.3

355.8

2026

2025

2024

2023

2022

392.1

48.0

47.3

41.8

44.5

2026

2025

2024

2023

2022

43.2

Underlying return

on capital employed

20.0

18.5

23.9

17.3

2026

2025

2024

2023

2022

16.4

11.3

10.2

10.0

10.4

2026

2025

2024

2023

2022

10.2

57.6

44.8

28.6

38.9

2026

2025

2024

2023

2022

56.4

12.2

10.7

10.5

12.5

2026

2025

2024

2023

2022

11.0

Link to strategy

Definition

Reported Group revenue for the year

Performance

Total revenue for the year increased

by 0.6% on a constant currency

like-for-like basis. Reported revenue

increased by 10.6% as a result of

the acquisition of Fibo offset by the

closure of Johnson Tiles SA.

The prior period comparatives have been restated

where required to reflect discontinued operations.

See note 32 for further information.

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 increased

from the prior year, recognising

the acquisition of Fibo and 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 achieved 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,

the dividend per share has been

increased by 8.7% to 11.3p 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

increased to £57.6m largely reflecting

increase in operational profitability

as well as decrease in working capital

outflows following the discontinuation

of Johnson Tiles SA.

Link to strategy

Definition

Underlying operating profit as a

percentage of revenue

Performance

When restating prior year for the

discontinuation of Johnson Tiles SA,

this results in a Return on sales of 12.5%.

The current year return on sales of

12.2% has therefore decreased by 0.3%

driven by portfolio changes in the year.

Medium-term targets

Organic growth

2025

2023

2024

1.1

-1.6

-0.8

2026

0.7

2–3%

per annum above market

2 Adjusted for Johnson Tiles UK, Norcros

Adhesives and Grant Westfield.

3 Adjusted for Johnson Tiles UK

and Norcros Adhesives.

4 Adjusted for Johnson Tiles UK

and Fibo.

Operating margin

2025

2023

2024

12.5

11.0

10.7

2026

12.2

15%

over medium term

Cash

conversion

2025

2023

2024

123

2026

116

>90%

ROCE

2025

2023

2024

17.3

16.4

18.5

2026

20.0

>20%

Science-

based

carbon

emission

targets

2025

2023

2024

54,453

53,331

56,595

2026

19,969

2028

Link to strategy

Portfolio

development

Organic

growth

Operational

excellence

ESG

READ ABOUT OUR

ESG KPIS ON PAGES 33 TO 35

(Graph shows

Scope 1 and 2

emissions only)

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORT STRATEGIC REPORT

KEY PERFORMANCE INDICATORS

Strong underlying operating

profit performance

Our core European business (previously called UK&I)

delivered strong growth in revenue, market share and

profit. The acquisition of Fibo in Norway, combined

with our focus on resilient, brand-conscious mid-

premium segments, enabled the business to

outperform underlying market and sector weakness,

and deliver another exceptional set of results.

The wider European business (including Fibo) delivered a

strong and resilient performance in FY26, demonstrating the

strength of the Group’s operating model and market-leading

brands in the mid-premium segment despite continued

softness in new housebuilding and a challenging consumer

backdrop. It is worth noting that while we have a strong

presence in the housebuilding sector, new build only accounts

for c. 20% of market demand and our overall revenue.

Reported revenue of £291.6m (2025: £256.4m) was 13.7%

higher year on year, reflecting market share gains and the

acquisition of Fibo in October 2025. On a like-for-like basis,

revenue increased by 0.7%, continuing to outperform the

underlying market.

Growth was driven by market share gains in both the new

build and repair, maintenance and improvement (RMI) sectors,

supported by product, cross-selling and strong customer

service across the Group’s brands. Underlying operating profit

in Europe increased to £44.4m, reflecting strong performances

across the business and the contribution from the acquisition

of Fibo in the period of £3.3m.

Operating margin reduced slightly to 15.2% (2025: 15.5%),

reflecting the mid-year acquisition of Fibo. Fibo currently

operates slightly below targeted group operating margins.

That said, we are confident of delivering meaningful progress

in the years ahead as the team and this well-invested business

move beyond the acquisition and integration phase and focus

on profitable growth. For all of our businesses, continued

discipline in working capital, inventory and forecast accuracy

supported service resilience and cash performance. Operating

cash conversion was ahead of the prior year as inventory

investment returned to more normal levels.

The RMI segment remained the largest and most resilient part

of the market. Retail and e-commerce channels performed

well, offsetting continued weakness in new build activity,

where planning delays, cost pressures and weak demand

resulted in lower levels of housebuilding than initially expected.

There remains a significant shortage of homes in the UK

and Ireland, and our relationships with local and national

housebuilders remain strong, with further market share gains

recorded during the year.

Highlights 2026

Europe

revenue

74% SHARE OF

GROUP

£291.6m

Europe underlying

operating profit

92% SHARE OF

GROUP

£44.4m

Europe underlying

operating margin

15.2%

BUSINESS REVIEW

EUROPE

Our four Group strategic pillars – portfolio development, organic

growth, operational excellence and ESG – continue to drive

collective focus and meaningful progress, with underlying

operating margins for the European (previously UK&I) LFL

businesses increasing from 15.5% to 15.9%.

Portfolio development

Following its acquisition in October 2025, Fibo has delivered a

solid performance in line with expectations, reflecting continued

strength in premium wall panel systems. Underlying operating

profit was supported by an excellent operational performance

and disciplined margin management. Fibo broadens the Group’s

European presence beyond the UK and Ireland and provides

a platform for our wider growth ambitions across the rest of

Europe.

Organic growth

Organic growth of 0.7% remained ahead of the market, driven

by market share gains as we continue to cross-sell across

our brands, leverage our robust new product development

programmes and benefit increasingly from our growing

sustainability credentials. The year was marked by clear

differentiation through service, product innovation and vitality,

with many of the brands delivering record performances.

Our cross-selling initiatives delivered strong share growth,

particularly for Grant Westfield, where the initial customer

introductions at Wickes, Screwfix and Topps have since been

added to, driving revenue and margin gains. During the year,

we also began to formalise collaboration between VADO

and MERLYN, with a focus on collectively delivering a full and

coordinated bathroom offering. The first steps in this process

were demonstrated through a strategic collaboration at the

KBB show in March 2026, and included the launch of VADO’s

second complete bathroom offering, Safari.

Our in-house design capabilities continue to support a

structured and productive new product development

pipeline, with new product vitality levels averaging c. 23%.

Highlights included Triton’s HeatRepeat® technology, which

significantly reduces the energy required in electric showering;

the expansion of Grant Westfield’s Naturepanel range; and

the relaunch by Croydex of the Metlex range of innovative,

well-designed mirrors and cabinets. Abode launched six new

boiling and filtered water taps at KBB, alongside a new, more

energy-efficient boiler, the Abode PB3X, which includes an

industry first eco-mode setting.

Leveraging our scale, we have a small but focused Group new

product development team working on projects with a three-

to five-year horizon. The team has a strong sustainability brief

and is also addressing the increasing shortage of installers by

making our bathrooms easier to fit.

Operational excellence

As a Group, we continue to identify opportunities to leverage

our scale more effectively, both to enhance our service

proposition and improve efficiency. We have a dedicated

Group-wide team working closely with carefully selected

external partners to leverage scale, as we have with Group

freight, but also to develop a Group-wide approach to systems

infrastructure.

Our decentralised but collaborative model allows us to benefit

from scale whilst retaining segment expertise. Our scale and

operational focus have helped limit disruption to customers

through current and recent geopolitical shocks, as reflected in

MERLYN’s five-star Trustpilot rating. As we continue to grow,

we expect our collective scale and collaboration to deliver

further efficiency gains.

ESG

Our commitment to our ESG programmes continued through

ongoing investment across our supply chain where we

exceeded our target for eco-fuel use in shipping and the

signing of a new UK-wide green energy contract. A particular

highlight was shipping 37% of our freight using eco-fuel,

against a target of 20%, which has materially improved our

resilience during the current period of energy market volatility.

More detail is included in our standalone Sustainability Report.

This commitment also supported Triton’s increasing

engagement with policymakers and industry stakeholders

on water and energy efficiency, reinforcing its leadership

in sustainable showering solutions. Triton also published a

White Paper, “Hot Water Down the Drain”, in response to the

Government’s Warm Homes Plan.

We achieved Great Place to Work certification in the UK,

Ireland and South Africa. Achieving this during a period of

significant change is a testament to our teams’ alignment with

our Group-wide Purpose and Keys (values).

Outlook

Whilst the timing of a full recovery in new housebuilding

remains uncertain, we continue to take share as a result of

our strong positioning in the mid-premium RMI segment,

long-standing relationships with national and regional

housebuilders, and alignment with evolving energy and water

efficiency regulation. This leaves the European business well

positioned to grow share in the current market and accelerate

progress as market conditions improve.

We see significant growth potential in Europe, where individual

markets place a premium on design, sustainability and service.

Norcros has developed the capability to grow both organically

and inorganically and will continue to apply these strengths

across the UK and Ireland and the rest of Europe with the

same discipline and care shown to date.

HELENE ROBERTS

Managing Director - UK & Ireland

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORT STRATEGIC REPORT

Grant Westfield: building capability to support future growth

Since joining Norcros in 2022, Grant Westfield has strengthened its operational foundations and

created new opportunities to grow, supported by investment, collaboration and a more structured

approach to people and performance.

At acquisition, the business had strong products and

clear potential, but required investment to unlock its next

phase. Since then, Norcros has supported significant

improvements across manufacturing, capacity and safety.

Investment in the factory, new machinery and layout

changes have enabled the business to expand into new

product areas and increase innovation, with new product

vitality rising materially over the period.

This investment has also supported a step change in

health and safety. Enhanced processes, improved layouts

and a stronger focus on standards have helped embed a

more proactive safety culture, with the business achieving

a sustained period without lost time incidents significantly

beyond historic levels.

Alongside operational improvements, there has been a

clear shift in how the business approaches its people

strategy. Greater focus on employee engagement, working

environment and leadership has supported a more

positive and inclusive culture, reflected in the achievement

of Great Place to Work certification during the year.

Being part of Norcros has also opened up access to new

channels and relationships. Collaboration across the

Group has accelerated entry into larger retail customers

and broadened the business’s reach into new geographies,

including early progress in international markets. Whilst still

developing, these channels are growing and are expected

to become an increasingly important part of the business

over time.

Overall, the business is now stronger, more resilient and

better positioned for growth than it was at acquisition.

Whilst some initiatives remain at an early stage, the

combination of investment, collaboration and capability

building is creating a platform for continued progress as

part of the Norcros Group.

CASE STUDY

BUSINESS REVIEW

SOUTH AFRICA

Self help in challenging

market conditions

Our South African business delivered revenue of

£101.8m (2025: £99.4m), 0.3% ahead of the prior

year on a constant currency basis, demonstrating

resilience in a challenging macroeconomic

environment characterised by subdued consumer

confidence, elevated interest rates and continued

weakness in residential development and large

commercial construction. Despite the tough

trading conditions, the proactive decision to

cease tile manufacturing and close the Johnson

Tiles business in the first quarter saw strong cash

generation.

Revenue growth reflects disciplined execution and targeted

market share gains across the portfolio. Underlying operating

profit was £3.6m, with an underlying operating margin of

3.5%, as inflationary pressures, competitive pricing and

subdued end-market demand continued to weigh on

profitability.

TAL, the Group’s market-leading tile adhesives and

construction products business, delivered a strong

performance, underpinned by resilient demand in core

categories, effective pricing and a continued focus on

innovation and service. Performance benefited from targeted

new product launches, growth in adjacent ranges and

reliable product availability, whilst selective investment in

manufacturing efficiency and supply chain capability further

strengthened the business.

Tile Africa delivered a resilient performance relative to the

wider market, recovering from a softer start to the year

through self-help operational initiatives. Retail demand

improved in the second half, supported by stronger trading

in bathroom and kitchen categories, enhanced in-store

execution and improved product availability. Commercial

demand remained mixed, with delays to government

infrastructure projects and subdued private investment

continuing to weigh on certain regions. Ongoing focus on

product mix, innovation and the rollout of the kitchen store-

within-a-store concept supported differentiation and customer

engagement.

Highlights 2026

South Africa

revenue

26% SHARE OF

GROUP

£101.8m

South Africa

underlying

operating profit

8% SHARE OF

GROUP

£3.6m

South Africa underlying

operating margin

3.5%

“The investment and support we’ve

had has allowed us to strengthen our

foundations and build for the future.”

JOHN MORTIMER

Managing Director Grant Westfield

KEVIN SWAN

Managing Director - Norcros South Africa

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORT STRATEGIC REPORT

Performance built on discipline and trust

In a highly competitive

and price sensitive South

African construction products

market, TAL has delivered two

consecutive years of strong

performance by focusing

consistently on the fundamentals

that matter — product quality,

disciplined execution and

long-term customer relationships.

Rather than pursuing short-term

solutions, the leadership team focused on

strengthening the foundations of the business

— recognising that sustainable performance

would come from consistent execution rather

than short-term wins. A key area of focus was

strengthening product formulation and quality controls.

By improving consistency and reliability, TAL reinforced

confidence internally and externally, enabling sales teams

to engage the market knowing they were standing behind

products that would perform as expected.

At the same time, leadership attention was directed

towards rebuilding trust within the

organisation. Clear accountability,

open dialogue and consistent

decision-making helped teams to

work together more effectively,

fostering a shared understanding

of priorities and expectations. This

clarity created the foundation for

faster decision-making, stronger

collaboration and improved

execution across the business.

Customer focus has been equally

critical. TAL placed greater

emphasis on listening to customers

— understanding not only how

products perform, but how they

are applied on site and how

the overall experience could be

improved. Where issues arose, the

response was to act quickly, take

responsibility and work alongside

customers to find solutions, even

where TAL was not directly at

fault — helping to build trust and

reinforce its role as a partner to customers rather than

simply a supplier.

These behaviours have been reinforced through continued

investment in people, systems and operational capability.

Hiring the right people, improving manufacturing

efficiency and reinvesting in facilities have supported

both service levels and cost control,

allowing TAL to remain competitive

whilst maintaining a clear premium

positioning.

The commercial performance

seen in recent years is the result of

sustained effort rather than isolated

initiatives. At the heart of this is

a simple but consistent mindset:

discipline in execution — setting

clear priorities, doing the basics well

and delivering on commitments to

customers, employees and partners.

CASE STUDY

“Our performance

today is the result of

discipline in execution

— building trust, fixing

the fundamentals and

consistently doing what

we say we will do.”

GORDON MAKGATO

General Manager, TAL

BUSINESS REVIEW

SOUTH AFRICA CONTINUED

House of Plumbing delivered a weaker performance, reflecting

its higher exposure to residential development and large

commercial new-build markets, which remained subdued

throughout the year. Performance was further affected by

heightened price competition and softer activity across trade

channels. Management remained focused on working capital

discipline, cost control and expanding imported product

ranges to support margins and the customer proposition,

whilst export activity into neighbouring Southern African

markets remained modest.

After the year end, the Group announced its intention to

commence a process to evaluate options to sell the remaining

South African business. Norcros South Africa has been an

important part of the Group since 1954 and has made a

positive contribution over many years. This step is intended to

sharpen the Group’s focus on the UK and European bathroom

markets, whilst ensuring the South African business is well

positioned for long-term growth under ownership with a

primary focus on Southern Africa.

Norcros South Africa is a well-managed, high-quality business,

and our priority is to identify the right long-term home for

the business, its people and its customers. Throughout the

process, which, if successful, is expected to take 12 to 18

months, the Group will remain focused on business as usual,

continuing to invest in the South African operations, support

customers without disruption and work closely with the local

leadership team.

Portfolio development

During the year, the Group completed the closure of the

Johnson Tiles manufacturing operation in South Africa

following prolonged market oversupply, sustained pricing

pressure and underutilisation of capacity. The closure has

been managed effectively by the local leadership team and

remains on plan. The cash cost of the closure is expected to

be neutral or better, supported by the orderly clearance of

remaining inventory and the decommissioning and sale of

plant and equipment.

As a result, Norcros South Africa is now a more asset-light

and attractive business, well positioned to build on its strong

market positions.

Operational excellence

Following the closure of the tile plant, the Group is relocating

the Tile Africa distribution centre from leased premises to the

former plant site, which it owns. This, together with continued

investment in supply chain systems, is expected to improve

efficiency and strengthen the overall customer service

proposition.

ESG

Sustainability remains an important operational and strategic

priority for the South African businesses. Progress continued

during the year in reducing exposure to grid energy through

solar installations, with generation capacity now in place

across the majority of Tile Africa and House of Plumbing

stores. These initiatives are helping to reduce energy costs

whilst supporting the Group’s broader environmental

objectives. Further action has also been taken to improve

waste management, recycling and water efficiency.

Outlook

Whilst market conditions remain challenging, the South

African operations are well managed, operationally resilient

and competitively positioned. The focus remains on disciplined

execution, protecting profitability and ensuring the businesses

remain well placed to take share as opportunities arise.

The Group will take a disciplined approach when evaluating

strategic options, with clear guardrails in place to minimise

disruption and maintain operational focus throughout the

process.

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORT STRATEGIC REPORT

Revenue

Group revenue at £393.4m (2025: £355.8m) increased by

0.6% on a constant currency like-for-like basis after adjusting

from 53 to 52 weeks and for the acquisition of Fibo in October

2025, and closure of Johnson Tiles SA manufacturing in June

2025. Reported revenue increased by 10.6%.

Operating profit

Underlying operating profit increased by 7.9% to £48.0m

(2025: £44.5m), and operating profit increased to £22.2m

(2025: £9.6m). Our European businesses delivered a strong

performance with an underlying operating profit of £44.4m

(2025: £39.8m). Our South African businesses recorded an

underlying operating profit of £3.6m (2025: £4.7m). Group

underlying operating profit margin was 12.2% (2025: 12.5%).

Johnson Tiles South Africa

Johnson Tiles South Africa ceased manufacturing in June

2025 and accordingly has been classified as a Discontinued

Operation for the year. This means the results of the division

have been excluded from continuing operations within the

Consolidated Income Statement, and the entirety of the result

has been presented in a separate “loss for the period from

discontinued operations”. Please see note 31 for further details.

Results remain in the balance sheet and cash flow as the

division was not held for sale.

Acquisition and disposal related costs

Acquisition and disposal-related costs of £13.1m (2025:

£25.4m) have been recognised in the year, with £3.9m

relating to Fibo acquisition costs and £1.4m of Fibo deferred

remuneration. In line with previous years, we also recognised

£7.8m of acquired intangible asset amortisation. In the

prior year, the costs largely related to the non-cash loss on

disposal of Johnson Tiles UK. Total cash costs of £9.4m were

recognised relating to exceptional items and acquisition and

disposal related costs; these predominantly related to the Fibo

acquisition, cash costs associated with the discontinuation of

Johnson Tiles SA, and various other project costs.

IAS 19 administrative costs

These costs represent the costs incurred by the Trustee of

administering the UK defined benefit pension scheme and

are reflected in the Income Statement under IAS 19R. Costs of

£2.8m are higher than the prior year (2025: £1.8m) mainly as

a result of additional work relating to Guaranteed Minimum

Pensions equalisation.

Exceptional operating items

Exceptional costs of £9.9m (2025: £7.7m) have been

recognised in the year.

2026

£m

2025

£m

Restructuring costs 1.9 4.6

Investment property costs 0.2 –

Costs in relation to new

Enterprise Resource

Planning systems 1.0 2.0

Impairment 7.2 –

Legal case (0.4) 1.1

9.9 7.7

The £1.9m (2025: £4.6m) exceptional restructuring costs

predominantly relate to a restructuring programme

implemented to combine our MERLYN and VADO businesses

to create a complete bathroom products business. In the

prior year it related to the consolidation of warehousing and

distribution at Grant Westfield and the move to a single site

in VADO. A total of £1.0m of costs were incurred in relation

to the implementation of new SaaS Enterprise Resource

Planning systems, predominantly at MERLYN and Tile

Africa. Exceptional legal case credits relate to the successful

conclusion of a now closed legal case.

The Group reviews all cash-generating units to determine

whether any of the assets related to our operations are

impaired. These reviews are performed by comparing the

We delivered another year of

profit growth and excellent cash

generation, supported by a strong

balance sheet and disciplined

capital allocation.

estimated future cash flows generated by the divisions with

the carrying value of the assets generating those cash flows.

As a result of these reviews, the impairment charge of £7.2m

mostly relates to goodwill impairment of the Tile Africa and

House of Plumbing brands.

Discontinued operations, relating to Johnson Tiles SA, include

exceptional items of £11.1m which consist of c. £10.2m of non-

cash items predominantly relating to the write-off of inventory

and fixed assets, and c. net £0.9m of cash costs relating to

redundancy costs offset by proceeds from the sale of fixed

assets.

Finance costs

Finance costs for the year of £7.7m largely relate to interest

payable on bank borrowing and leases. The increase

compared to £7.1m in 2025 is mainly due to increased

borrowings following the acquisition of Fibo, as well as costs

associated with the banking refinance in December 2025.

The Group has recognised a £0.4m IAS 19R interest credit in

respect of the UK defined benefit pension scheme surplus

(2025: credit of £0.8m) due to the accounting surplus

throughout the year.

Underlying profit before tax

Underlying profit before tax increased to £40.9m in the year

(2025: £37.8m).

Taxation

The tax charge for the year of £1.1m (2025: credit of £1.5m) was

impacted by improved profitability and the acquisition of Fibo.

The Group’s average tax rate was (97.1%) (2025: (45.0%)).

This movement to the prior year, which was impacted by the

taxable losses arising from the sale of Johnson Tiles UK, is

due to the taxable losses arising in South Africa relating to

the discontinuation of Johnson Tiles SA in the period. The

underlying effective tax rate in the year was 21.1% (2025:

20.4%). The standard rate of corporation tax in the UK is 25%

(2025: 25%), in South Africa 27% (2025: 27%), in Norway 22%

(2025: 22%) and in Ireland 12.5% (2025: 12.5%).

JAMES EYRE

Chief Financial Officer

PROFIT GROWTH

EXCELLENT CASH CONVERSION

STRONG BALANCE SHEET

Highlights 2026

• Group revenue increased by 0.6% on a constant

currency like-for-like basis; reported revenue

increased by 10.6% to £393.4m (2025: £355.8m)

• Operating profit increased to £22.2m (2025: £9.6m)

• Group underlying operating profit increased by

7.9% to £48.0m (2025: £44.5m)

• Group underlying profit before tax was £40.9m

(2025: £37.8m)

• Diluted underlying earnings per share of 35.8p

(2025: 33.4p)

• Full year total dividend 11.3p (2025: 10.4p)

• Cash conversion of 116% of underlying EBITDA

(2025: 84%) – underlying operating cash flow of

£57.6m (2025: £38.9m)

• Return on capital employed of 20.0%

(2025: 17.3%)

• Leverage of 1.2x (2025: 0.8x) and net debt of

£65.8m (2025: net debt of £36.8m)

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORT STRATEGIC REPORT

CHIEF FINANCIAL OFFICER’S REVIEW

Dividends

Diluted underlying EPS has increased in the year to 35.8p (2025:

33.4p) and the Board recommends a final dividend of 7.6p per

share (2025: 6.9p). This, combined with the interim dividend of

3.7p per share (2025: 3.5p), results in a total dividend of 11.3p

per share (2025: 10.4p). The total dividend is equivalent to a

dividend cover of 3.2 times, broadly consistent with the prior

year. The cash cost of the total dividend is £10.1m.

This final dividend, if approved at the Annual General

Meeting, will be payable on 3 August 2026 to shareholders

on the register on 26 June 2026. The shares will be quoted

ex-dividend on 25 June 2026. 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 10 July 2026.

Cash flow and net debt

Underlying operating cash flow was £18.7m higher than in the

prior year at £57.6m (2025: £38.9m).

2026

£m

2025

£m

Underlying operating profit

46.0 43.2

Depreciation and underlying

amortisation (owned assets)

5.5 4.8

Depreciation and loss on

disposal of right-of-use assets 5.8 5.2

Lease costs (7.8) (6.8)

Underlying EBITDA

(pre-IFRS 16)

49.5 46.4

Net working capital movement (1.1) (14.1)

Depreciation of right-of-

use assets 5.6 5.2

Operating profit impact of

IFRS 16 2.0 1.6

IFRS 2 charge 1.5 0.3

Settlement of share options 0.1 (0.5)

Underlying operating cash flow 57.6 38.9

Underlying operating

cash conversion

116% 84%

Includes continuing and discontinued operations. Johnson Tiles SA is presented

as a discontinued operation but its assets and liabilities are not held for sale, and

accordingly the related cash flows are presented in the above underlying operating

cash flow reconciliation. Accordingly, these profit measures may differ to those seen in

the financial statements which exclude discontinued operations.

Includes depreciation relating to Johnson Tiles South Africa.

Represents underlying operating cash flow as a percentage of underlying EBITDA

(pre-IFRS 16).

The main drivers of the increase in underlying operating

cash flow was an improvement in underlying operating profit

and significantly reduced working capital outflow following

investment in inventories in the prior period. Underlying

operating cash conversion in the year was 116% of underlying

EBITDA (2025: 84%).

The Group ended the year with net debt of £65.8m (2025:

net debt of £36.8m) on a pre-IFRS 16 basis. This represents a

leverage of 1.2 times underlying EBITDA (2025: 0.8 times). Net

debt inclusive of IFRS 16 lease liabilities was £96.7m (2025:

£57.4m).

Balance sheet

The Group’s balance sheet is summarised below.

2026

£m

2025

£m

Property, plant and equipment 22.8 21.8

Asset held for sale – 3.7

Right-of-use assets 26.9 16.7

Goodwill and intangible assets 187.8 153.5

Deferred tax (14.4) (8.6)

Net current assets excluding

cash and borrowings 73.0 72.7

Pension scheme surplus 0.4 6.8

Lease liabilities (30.9) (20.6)

Other non-current assets

and liabilities (1.7) (1.3)

Net debt (65.8) (36.8)

Net assets 198.1 207.9

Underling return on

capital employed 20.0% 1 17.3%

Total net assets decreased by £9.8m to £198.1m (2025:

£207.9m). Net current assets (excluding cash and borrowings)

increased by £0.3m largely reflecting increased debtors at

year-end. Goodwill and intangibles increased due to £33.2m of

intangibles arising on acquisition and £2.3m of goodwill, both

relating to the Fibo acquisition. Net debt increased due to the

drawdown of borrowings to fund the acquisition.

Property, plant and equipment increased by £1.0m to £22.8m

in the year largely due to £3.8m of assets acquired with Fibo,

offset by net £3.4m of disposals from the discontinuation

of Johnson Tiles SA. Other additions and the annual

depreciation charge make up the remaining difference. The

depreciation charge was £5.0m (2025: £4.8m) including

Johnson Tiles SA.

Right-of-use assets increased by £10.2m to £26.9m (2025:

£16.7m), primarily reflecting Fibo’s right-of-use assets acquired

of £6.9m and net additions of £1.6m, offset by right-of-use

depreciation of £5.6m (2025: £5.2m). Exchange gains of £0.8m

were recognised in relation to right-of-use assets (2025: £nil).

The net deferred tax liability increased by £5.8m to a liability

of £14.4m (2025: liability of £8.6m). The increase is primarily

the result of the deferred tax liability arising on the intangibles

created upon acquisition of Fibo, offset by actuarial losses on

the pension scheme.

The underlying return on capital employed has increased to

20.0% (2025: 17.3%) following improved performance and

portfolio improvements, demonstrating further momentum

and achievement of our strategic target of 20.0%. This has

been driven by increased profitability alongside our portfolio

development initiatives including the closure of our tile

manufacturing operations and the acquisition of Fibo.

Pension schemes

On an IAS 19R accounting basis, the gross defined benefit

pension scheme valuation of the UK scheme showed a

surplus of £0.4m compared to a surplus of £6.8m last year.

The present value of scheme liabilities decreased by £5.1m

as a result of benefit payments made and the discount rate

saw a slight increase to 5.7% (31 March 2025: 5.6%). This was

partially offset by mortality assumptions which were updated

in year to reflect prolonged life expectancies and led to a small

increase in liabilities. The value of scheme assets decreased by

£11.5m largely due to benefit payments made in the year.

In the prior 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 scheme were £3.9m (2025: £3.8m).

Banking, funding and liquidity

Following a refinancing in December 2025, the Group

increased its committed banking facilities to £150m (plus a

£75m uncommitted accordion) with a maturity date of the

facility of December 2029 with a further one-year extension

available. Net bank debt increased to £65.8m in the year

(2025: £36.8m) following drawdown to fund the acquisition

of Fibo; positive cash generation continues to reduce the

borrowings of the Group.

Capital allocation framework

The Group has 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 circa 3.0x in addition to the strategic objectives of cash

conversion above 90% and a ROCE target of 20% in the

medium term.

Norcros South Africa

As announced on 12 May 2026, the Board has commenced a

process to evaluate sale options for the Group’s South African

operations, including a potential divestment.

Norcros South Africa (Norcros SA) is a distinct operating

segment within the Group, comprising TAL, Tile Africa and

House of Plumbing. The business has continued to trade as

expected during the year and remains well managed by an

experienced team, with well-established market positions in its

respective sectors.

At the balance sheet date, Norcros SA had total net assets

of £37.5 m (excluding net cash). For the year, the business

generated revenue of £101.8 m and operating profit of £6.3

m on a pre-central cost basis. The segment remains cash

generative, with continued focus on working capital discipline

and operational efficiency.

The decision to explore sale options reflects the Group’s

broader objective to focus on a more capital-light, cash-

generative portfolio centred on mid-premium bathroom

markets in the UK and Europe. Recent portfolio actions,

including the exit from Johnson Tiles South Africa, the sale of

Johnson Tiles UK and the acquisition of Fibo, are consistent

with this strategic direction.

There is no impact on the Group’s reported results or on

its financial position for the current year as a result of the

announcement.

Future success

Finally, this will be my last Annual Report as Chief Financial

Officer at Norcros and I will be stepping down from the Board

at the end of June. Norcros is a great business, and it has

been a privilege to work with our dedicated teams to grow into

the largest branded bathroom products business in the UK

and Ireland. The Group is in a strong financial position with a

tremendous future ahead. I wish all involved every success.

JAMES EYRE

Chief Financial Officer

10 June 2026

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORT STRATEGIC REPORT

CHIEF FINANCIAL OFFICER’S REVIEW

CONTINUED

Introduction

Norcros invests in entrepreneurial, decentralised businesses

with deep expertise in their markets. Our people are central

to how those businesses perform and grow. We want each

business to keep its distinct strengths, whilst benefiting from

the scale, standards and shared values of the Group.

That means our culture is not left to chance. It is shaped by

a clear purpose and four practical values — care, courage,

connection and common sense — which help leaders at all

levels make better decisions, build stronger teams and support

sustainable performance across the Group.

This year, we continued to strengthen our approach to

people and culture. Building on the foundations laid in recent

years, we focused on improving alignment across the Group,

equipping leaders to lead well, and creating an environment

where people feel supported, challenged and able to

contribute. This is not a set of standalone culture initiatives.

It is practical work to build the capability, resilience and

consistency needed for long-term success.

A key milestone this year has been the continued

development of our culture framework, anchored in our

Purpose and Keys (values). They are increasingly used as

practical guides for decision-making and behaviour across

the Group, bringing greater clarity and consistency whilst

respecting the individuality of our businesses. Our employee

value proposition, #BeSomeone, captures the idea simply:

people should feel seen, heard and able to make a meaningful

contribution at every level.

Our priorities this year

Our priorities are rooted in our purpose, strategy and the

capabilities needed to support long-term growth.

The last three years have seen significant and meaningful

changes to the portfolio of businesses that form part of

Norcros as we have sharpened our focus on sustainable

bathroom products. An increase in collaboration during this

time to leverage our scale and, at times, do things together

that each individual business might not be able to on their

own has seen a more coordinated and aligned approach

to culture and talent. We have over this time developed a

Group-wide forum that has collectively helped develop and

implement a number of core programmes that underpin who

we are and where we are going as a business.

Great Place to Work

We have seen encouraging progress in our people data.

Great Place to Work gives us a more consistent way to

measure culture across the Group and a stronger baseline

for action and accountability. Certification across our three

main geographies — the UK, Ireland and South Africa —

shows shared progress against a common standard, whilst

recognising that each business is at a different stage.

Over time, this helps us focus effort, strengthen employee

experience and support retention and performance. We are

particularly focused on maintaining and improving these

results during a period of portfolio change as we simplify and

strengthen our business model.

Group people policies review

We want our policies to reflect the realities of people’s lives

and support fairness, consistency and good judgement across

the Group. What someone needs early in their career may be

very different from what they need when caring for children,

supporting ageing parents or preparing for retirement.

During the year, we launched a suite of Moments That

Matter policies covering enhanced parental leave and pay,

bereavement leave and pay, fertility treatment, menopause

support, ill health support and sick pay. These changes give

leaders clearer frameworks and give employees greater

confidence that they will be supported consistently, whilst still

recognising that individual circumstances differ.

Diversity, equity, and inclusion (DEI)

We are committed to building teams that reflect the communities

in which we operate and to ensuring that people have the

support they need to feel included and able to contribute. Our

aim is for DEI to be part of everyday working life, not a separate

programme. Experience across the Group, including in South

Africa, has shown that this is not about exclusion. It is about

making conscious decisions that build stronger teams, widen

perspectives and improve the quality of decision-making.

We also track progress through internal measures and external

reporting, including the UK gender pay gap. Structural changes

in the composition of the Group, particularly the sale of

Johnson Tiles, have affected some headline metrics. However,

our underlying analysis by role and level continues to indicate

equitable outcomes. We remain committed to transparency and

to making steady progress as the shape of the Group evolves.

Supporting our leaders

Developing capable, confident leaders remains a central

priority. During the year, we progressed the Norcros

Leadership Pathway as a clearer framework for leadership

expectations and development across the Group. Alongside

this, initiatives such as the Women in Leadership programme,

targeted management development in several businesses, and

greater use of coaching and mentoring are helping to build

leadership depth and resilience. Our focus is not only on skills.

It is also on psychological safety, inclusive leadership and the

ability to lead through change.

Culture at Norcros is not left to

chance — it is shaped by clear

values and reflected in the

decisions people make every day.

Our priorities for next year

Looking ahead, our focus is on building on the progress

already made. That means embedding our Purpose and Keys

(values) more consistently, strengthening leadership capability,

and supporting greater connection across the Group as

Fibo continues its integration journey. We will also continue

to support our South African colleagues as we explore the

options announced for that business.

Key areas of focus will include:

Turning insight into action: building on our Great Place to

Work results with local and Group-wide action plans and a clear

focus on making everyday experience better for everyone.

Embedding inclusive leadership: helping line managers

apply judgement with care, empathy and consistency,

supported by clearer policy frameworks. This matters within

each business and in cross-business collaboration, where we

can make better use of our collective scale in a way that still

respects our distinctive, non-transactional model.

Strengthening leadership capability: giving leaders a clear

framework, practical guidance through our Keys (values), and

focused development to help them lead with purpose and

sound judgement.

Next year is about making what already works even stronger,

together.

Summary

At Norcros, we believe sustainable performance depends on

strong foundations: a clear purpose, clear values, capable

leaders and an environment where people can do their

best work. Over the past year, we have strengthened those

foundations by improving consistency across the Group whilst

respecting the individuality that makes each of our businesses

strong and distinctive. As the business continues to evolve

and grow, our people strategy remains focused on building the

culture, capability and leadership that will support long-term

value creation, in the right way. We are encouraged by the

progress made and will continue to move forward with care,

courage, connection and common sense.

HELEN GOPSILL

Chief People Officer

10 June 2026

HELEN GOPSILL

Chief People Officer

BUILDING A

FUTURE-READY WORKFORCE

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORT STRATEGIC REPORT

CHIEF PEOPLE OFFICER’S REVIEW

A PLACE WHERE EVERYONE

CAN

Our culture is built on a clear Purpose and a

simple set of Keys (values) — Care, Courage,

Connection and Common Sense. They shape

how decisions are made, how people work

together and how the business performs.

Together, they help us balance entrepreneurial

freedom with collective responsibility,

supporting strong performance and long-term

sustainability whilst recognising the distinctive

strengths of each business, team and individual.

What our culture feels like, day-to-day

How decisions are made

At Norcros, people are trusted to exercise judgement.

We are all expected to play our part guided by our Keys,

approaching what we do every day with care and courage

whilst leveraging internal and external connections, and

then applying common sense. The result is a culture where

decisions are thoughtful and people stay at the centre, even

as the business continues to evolve. This culture builds a

reputation or brand that has depth and authenticity.

The best culture gives

people clarity, trust and the

confidence to act.

Malcolm Ash, part of our South African team,

recently took on a one-year secondment with

Abode in the UK — working in a new market,

with different teams and fresh challenges. The

experience helped him grow in confidence, broaden

his perspective and bring new ideas back into his

home business. It’s a simple example of how we

support people to grow through opportunity, whilst

strengthening connections across Norcros.

Our Purpose provides direction —

why we do what we do

Our Purpose: To create products and connections

that offer sustainable choices for better living,

helping nurture the world we love and share

The Norcros Keys guide how we do it

How people are treated

Inclusion at Norcros shows up in everyday behaviours —

listening, flexibility and respect. Across the Group, teams work

to understand individual needs and create environments

where people feel safe to speak up, be themselves and

contribute fully. More than labels or slogans, it is these daily

interactions that define how inclusive our culture feels.

In practice: Autism awareness initiatives at Grant Westfield,

helping to build understanding and confidence across teams.

How people grow

We encourage people to broaden their experience, learn

from one another and build capability across the Group.

Growth at Norcros is not limited to a single career path. It

is about building confidence, broadening perspective and

strengthening connection as the business grows and changes.

Together, we are more than

the sum of our parts.

Our culture

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 #BeSomeone.

What shapes our culture

Together, our Keys shape everyday decisions,

behaviours and interactions across the Group.

Care

Having a heart for people and the world

we share.

Courage

Challenging the status quo, taking action

and doing what is right.

Connection

Connecting across teams and perspectives

to create stronger outcomes together.

Common Sense

Thinking carefully, applying judgement and

doing what is right.

Looking ahead

As Norcros continues to evolve, so will our culture. Our

focus is on ensuring that the Keys (values) that define us

today — care, courage, connection and common sense —

continue to guide how we work and develop together as

the Group grows and changes.

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORTSTRATEGIC REPORT

OUR CULTURE

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

DAN LINTELL

Chair of ESG Forum

Introduction

We have made strong progress in strengthening how we

identify and manage climate-related risks and opportunities

across the Group. Each business has advanced its action

plans to support delivery of our Net Zero Transition Plan, in

line with our commitment to achieve net zero across the value

chain by 2040. This progress is underpinned by ambitious

near-term Group targets designed to maintain momentum.

We set near-term targets to reduce Scope 1 and 2 emissions

by 33% by 2028 from a 2023 base year, which were validated

by SBTi in 2024. In 2026, we successfully reduced our Scope

1 and 2 emissions below these target levels – achieving our

target two years early. In 2027, we will review our targets

to encourage further progress towards our 2040 net zero

ambition. We have also made progress against our Scope

3 emissions targets, whilst recognising that further work is

required to address emissions across our supply chain.

A key driver of the reduction in Scope 1 and 2 emissions was

our exit from Johnson Tiles South Africa. During FY26, Norcros

undertook a strategic review of this business to assess its

alignment with the Group’s strategic priorities, including ESG

considerations. The outcomes of this review led to the decision

to close manufacturing operations at Johnson Tiles South Africa.

This decision demonstrates how sustainability, including

climate change, is embedded within Norcros’ business

strategy and decision-making processes. The closure reflects

the Group’s strategic transition away from traditional tile

manufacturing towards wall panels – an alternative product in

the wall covering market with a significantly less carbon- and

energy-intensive manufacturing process. This strategic shift

has been further reinforced by the acquisition of Fibo Holding

AS (Fibo) in October 2025, a leading supplier of high-quality

waterproof decorative wall panels based in Norway.

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

out 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.

For Norcros, sustainability is not

a standalone agenda — it is part

of how we improve performance,

manage risk and make better

operational decisions.

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

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 56 (a)

b) Describe management’s role in assessing and managing

climate-related risks and opportunities.

Page 56 (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 57 (d)

b) Describe the organisation’s processes for managing

climate-related risks.

Page 57 (e)

c) Describe how processes for identifying, assessing and managing

climate-related risks are integrated into the organisation’s overall

risk management.

Page 57 (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

59 to 66

(b)

b) Describe the impact of climate-related risks and opportunities on

the organisation’s businesses, strategy and financial planning.

Pages

59 to 66

(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 58 (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 67 (h)

b) Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse

gas (GHG) emissions, and the related risks.

Pages

68 and 69

(h)

c) Describe the targets used by the organisation to manage

climate-related risks and opportunities and performance against targets.

Page 67 (g)

Reference to consistency with The Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022.

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Sustainability metrics

and progress

BOARD

Twice yearly agenda items

EXECUTIVE

MANAGEMENT

(quarterly)

BRAND OPERATIONS

AND PROJECT TEAMS

ESG FORUM

(UK and SA)

Goals and objectives

Board

The Board of Directors oversees and is ultimately accountable

for progress against the Group’s Net Zero Transition Plan and

wider sustainability strategy, including the identification and

management of climate-related risks and opportunities. The

Board is kept informed of climate-related matters through

regular updates at Board meetings with ESG (including

climate change) included on the agenda at least twice a

year. Our ESG advisors, CEN Group, also support the Board

by providing updates on emerging sustainability and climate-

related regulations.

The Board monitors and oversees progress of the Group’s

sustainability performance through updates from the ESG

Forum and the Management Information (MI) Framework,

which includes monitoring the Group’s emissions (Scopes 1, 2

and 3). The MI Framework can be found on pages 33 to 35.

The Audit and Risk Committee supports the Board by

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 framework. Any materially significant

risks, including climate-related risks, that fall outside the

Group’s risk appetite must be reviewed and approved by the

Board, unless treatment actions can be implemented to bring

them within acceptable levels.

Management

As climate-related issues are fundamental to the Group’s

purpose and strategy, the Chief Executive Officer has overall

responsibility for their oversight, ensuring they are considered

as part of Norcros’ strategy, budget and business planning.

The Chief Executive Officer reports progress to the Board at

two Board meetings a year.

The Corporate Development and Strategy Director is

responsible for the Group’s ESG programme and reports

regularly to the Chief Executive Officer and the Board. Each

business has a nominated ESG lead, and governance and

coordination across the Group are supported through the

ESG Forum.

The Group-level net zero targets are cascaded to each

business to ensure accountability throughout the organisation.

The costs of climate-related initiatives are included in

each business’s annual budgeting process, and they are

encouraged to consider our net zero targets as part of new

product development. The Executive Team reviews carbon

reduction plans annually and monitors progress against key

milestones through the ESG Forum twice a year.

ESG Forum

The ESG Forum is sponsored by the Corporate Development

and Strategy Director and includes ESG leads from each

business within the Norcros Group. The Forum meets at least

three times per year, with at least one in-person meeting.

These meetings provide a platform to track progress on our

Net Zero Transition Plan and to share ideas, challenges and

best practices across the Group.

The ESG Forum is responsible for assessing and managing

climate-related issues, reviewing performance against the

Group’s ESG MI Framework, and directing action within

individual businesses. It also supports a consistent approach

to sustainability data and communication to meet external

disclosure requirements.

Representatives of the ESG Forum are informed by operational

and project teams within their respective businesses. Each

business has its own governance structures in place to

monitor, deliver and report on carbon-reduction initiatives.

ESG risks, and particularly climate-related risks, 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 are assessed using a bottom-

up site-level risk assessment using geospatial natural hazard

mapping software. This year, we carried out a new physical

risk assessment to reflect changes to the Group structure.

A summary of key risks in the individual businesses 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 twice a year by the Executive Risk

Management Group.

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 the Board. Further

detail is included in the Risk Management section on pages

70 to 72.

GOVERNANCE

CLIMATE-RELATED RISK MANAGEMENT

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STRATEGY

Time horizons

The time horizons of where our climate-related risks and opportunities are expected to first occur are:

Short term Medium term Long term

2026 to 2028 2029 to 2035 2036 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.

We consider risks and opportunities in all physical and

transition categories outlined in the TCFD guidance, 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.

Climate-related scenario analysis has been used to improve

our understanding of the behaviour of certain risks to different

climate outcomes. Previously identified transition risks and

opportunities have been reviewed, and physical risks have

been reassessed to reflect the updated Group structure. To

model transition risks and opportunities, we have used the

International Energy Agency’s (IEA) Net Zero Emissions by

2050 Scenario (NZE) and Stated Policies (STEPS)

climate

scenarios. Physical risks were analysed using scenarios from

the Intergovernmental Panel on Climate Change (IPCC),

namely SSP1/RCP 2.6, SSP2/RCP 4.5 and SSP5/RCP 8.5.

Our scenario analysis includes qualitative and 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. As a result, we are confident that our business

will remain resilient to climate change impacts. 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.

IEA World Energy Outlook 2025.

RISKS

Four transitional and two physical climate-related risks have been identified that could have a material

impact on our business.

Updates to transition risks during the year:

• Carbon pricing (“carbon tax”) in own operations:

This risk has been removed from our TCFD report due to

reduced exposure from the disposal of Johnson Tiles UK

and closure of Johnson Tiles South Africa. Our Scope 1

and 2 emissions have reduced significantly by removing

tile manufacturing from our business, providing a lower

carbon price exposure in our own operations.

• Reliance on third parties or technologies to

decarbonise: Due to our strategic decision to transition

away from tile manufacturing, the materiality of this

risk has changed. We are now more reliant on the

decarbonisation of third parties to reduce our Scope 3

footprint as our exposure to kilns has now been removed.

• Customer and consumer pressure: Throughout the year

the Group has received increased sustainability-related

requests from key customers. As a result, the materiality of

this risk has increased.

Transitional risks

TCFD category: Transition (emerging regulation) Mitigation

Carbon pricing in

the value chain

BUSINESS AREA

Upstream

PRIMARY POTENTIAL

FINANCIAL IMPACT

Increased cost of purchased

goods and inbound

transportation

LOCATION

Global, all brands

MEASUREMENT

Scope 3 emissions

(Category 1)

SCENARIO ANALYSIS

Risk is higher under NZE

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.

Our supply chain is also exposed to

global regulatory and policy decisions,

including CBAM regulations within the

EU and UK which will impose a carbon

price on importers of aluminium, iron

and steel. As such, companies within

Norcros’ value chain may be subject to

increased costs.

• Norcros maintains a diversity of supply sources

reducing this risk to the Group.

• Our Supply Chain Policy sets out our

expectations to our value chain partners on

environmental issues, and 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).

• Our Sustainable Products Framework helps us

classify products that can potentially reduce

our value chain emissions exposure.

TIME HORIZON LIKELIHOOD IMPACT MEASURE RISK RATING

Medium term Certain (5) Intermediate (5)

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Transitional risks

TCFD category: Transition (market and reputation) Mitigation

Reliance on

third parties or

technologies to

decarbonise

BUSINESS AREA

Own operations

and upstream

PRIMARY POTENTIAL

FINANCIAL IMPACT

Higher costs, lower revenue

LOCATION

Global, all brands

MEASUREMENT

Scope 3 emissions

SCENARIO ANALYSIS

Risk is higher under STEPS

Achievement of our net zero target in

2040 relies on the decarbonisation of

electricity grids, suppliers and retail partners

meeting decarbonisation timelines and the

development of low-carbon transportation.

We also require the purchase of electricity

generated from renewable sources in South

Africa, which is less readily available than in

the UK.

• 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 external

development of low-carbon raw

materials and technologies.

• 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.

TIME HORIZON LIKELIHOOD IMPACT MEASURE RISK RATING

Medium term Likely (4) Low (3)

RISKS

TCFD category: Transition Mitigation

Cost of capital

linked to

sustainability

criteria

BUSINESS AREA

Own operations

PRIMARY POTENTIAL

FINANCIAL IMPACT

Higher cost of capital

LOCATION

Global, all brands

MEASUREMENT

Scope 1, 2 and 3 emissions,

UK interest rates

SCENARIO ANALYSIS

Risk is higher under NZE

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 £150m 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.

• 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.

TIME HORIZON LIKELIHOOD IMPACT MEASURE RISK RATING

Medium term Certain (5) Low (2)

Customer and

consumer pressure

BUSINESS AREA

Downstream

PRIMARY POTENTIAL

FINANCIAL IMPACT

Lost revenue

LOCATION

Global, all brands

MEASUREMENT

Scope 3 emissions

SCENARIO ANALYSIS

Risk is higher under NZE

Large retailers and housebuilders

are encouraging suppliers to reduce

embodied carbon, energy and water

use in their products. More customers

now require suppliers to have set

SBTi-aligned net zero targets. As

we approach our 2028 emissions

reduction targets, pressure from

customers regarding our sustainability

performance and results may increase.

There is a medium-term material 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.

• We engage with customers and brands to

ensure new products are designed to meet

changing customer requirements.

• Our Sustainable Products Framework classifies

our products against their sustainability criteria

and enables us to track total revenue derived

from lower-carbon products.

TIME HORIZON LIKELIHOOD IMPACT MEASURE RISK RATING

Medium term Likely (4) Intermediate (5)

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RISKS

As a result of changes to the Group structure, we have updated our physical risk assessment this year

using Location Risk Intelligence Tool. It has been used to assess current and potential physical climate-

related risks facing Norcros’ global operations. We have assessed potential physical risks, both acute

and chronic, including potential material risks such as drought stress, subsidence, storms, sea level rise

and flooding events amongst other hazards. The revenue of each site was considered to determine the

materiality of identified risks to specific sites. During the year we had no climate-related insurance claims.

The updated assessment largely aligns with the previous assessment carried out in 2023. Below are the key changes:

• Flood-related risk (due to precipitation stress and storm surges) exposure has increased.

• Water scarcity exposure has decreased.

• Subsidence has been identified as a new risk but is not disclosed below due to low potential business impact.

Physical risks

TCFD category: Physical (chronic) Mitigation

Flood-related

risk

BUSINESS AREA

Own operations

PRIMARY POTENTIAL

FINANCIAL IMPACT

Higher costs/disruption of

production

LOCATION

UK, Norway, South Africa

MEASUREMENT

Meteorological

forecasting

SCENARIO ANALYSIS

Risk higher under

SSP5/RCP 8.5

Risk associated with either coastal or

riverine flooding can cause damage

to site infrastructure and products

and equipment stored at sites.

Floods can also cause disruptions

to manufacturing output and delay

production times. Storm surge and

precipitation stress in particular

pose risks to Norcros sites in the UK,

Norway and South Africa. Of the sites

identified, Fibo’s production site could

have the highest impact due to its

significant revenue contribution to the

Group.

• All our brands have business continuity and

recovery plans that monitor risks to staff and

premises from meteorological events.

• 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.

TIME HORIZON LIKELIHOOD IMPACT MEASURE RISK RATING

Long term Unlikely (2) Intermediate (5)

TCFD category: Physical (chronic and acute) Mitigation

Temperature-

related risks

BUSINESS AREA

Own operations

PRIMARY POTENTIAL

FINANCIAL IMPACT

Higher costs/disruption

of production

LOCATION

South Africa

MEASUREMENT

Annual freshwater

resource levels

SCENARIO ANALYSIS

Risk higher under SSP5/

RCP 8.5

Risks associated with increased

temperatures can pose issues to

sites and the health and safety of

our employees. Water scarcity and

fire weather stress in particular pose

risks to some of our sites in South

Africa. Despite issues regarding water

scarcity persisting in Cape Town, South

Africa, none of our sites are at very

high risk of water scarcity and our

manufacturing processes are not water

intensive.

• A large water tank was installed at the

Olifantsfontein, South Africa, site, which is fed

from the municipal mains, providing storage to

smooth out supply challenges.

• All our brands have business continuity and

recovery plans that monitor risks to staff and

premises from meteorological events.

TIME HORIZON LIKELIHOOD IMPACT MEASURE RISK RATING

Long term Unlikely (2) Low (3)

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TCFD category: Products and services Strategy to capitalise:

Product design –

resource-efficient

manufacturing

BUSINESS AREA

Own operations and

downstream

PRIMARY POTENTIAL

FINANCIAL IMPACT

Increased sales/

decreased costs

LOCATION

Global, all brands

MEASUREMENT

Scope 3 emissions, revenue

from energy-efficient

products (green revenue)

SCENARIO ANALYSIS

Opportunity is higher

under NZE

We have developed our Sustainable

Products Framework to enable us to classify

our products according to their sustainability

attributes. 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.

• Our brands have various initiatives

underway to improve resource efficiency.

Triton Showers has published third-

party verified Environmental Product

Declarations (EPDs) covering the vast

majority of its electric shower ranges,

embedding life cycle thinking into

product design.

• Norcros aims to maximise this

opportunity by transitioning away from

more carbon intensive tile manufacturing

towards wall panelling, which is

inherently more resource efficient to

produce, requiring lower energy and

water use during manufacture. This shift

has been targeted in FY26 through the

acquisition of Fibo, a supplier of high-

quality, waterproof wall panel systems.

TIME HORIZON LIKELIHOOD IMPACT MEASURE OPPORTUNITY RATING

Medium term Likely (4) Intermediate (6)

OPPORTUNITIES

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: Products Strategy to capitalise:

Product design –

resource-efficient

products

BUSINESS AREA

Own operations and

downstream

PRIMARY POTENTIAL

FINANCIAL IMPACT

Increased sales

LOCATION

Triton, Abode

MEASUREMENT

Scope 3 emissions, revenue

from energy efficient

products (green revenue)

SCENARIO ANALYSIS

Opportunity is higher

under NZE

Our Sustainable Products Framework

includes “use phase” criteria regarding

the reduction of energy and water for our

consumers. Innovative product design is key

to continued revenue growth and also helps

to maintain competitive positioning.

• We target research, development and

marketing spend and collaborate with

key clients to develop and sell resource-

efficient products. For example, Triton’s

ENLight HeatRepeat shower is designed

to work with Waste Water Heat Recovery

Systems (WWHRS), reducing water and

energy consumption to lower carbon

emissions and save money.

• Our Sustainable Products Framework

encourages businesses to showcase

products that promote energy and water

efficiency.

TIME HORIZON LIKELIHOOD IMPACT MEASURE OPPORTUNITY RATING

Medium term Likely (4) High (8)

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OPPORTUNITIES METRICS AND TARGETS

TCFD category: Energy source Strategy to capitalise:

Green generation

BUSINESS AREA

Own operations

PRIMARY POTENTIAL

FINANCIAL IMPACT

Decreased operating costs

LOCATION

Global, all brands

MEASUREMENT

Energy used from renewable sources

SCENARIO ANALYSIS

Opportunity is higher under NZE

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.

• Ten Tile Africa stores have solar panels

and all new lease agreements will require

landlords to commit to solar installations.

• We are 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 the UK, we have signed a five-year

fixed contract with Sustainable Energy

First providing the UK businesses with

traceable REGO-backed green energy.

TIME HORIZON LIKELIHOOD IMPACT MEASURE OPPORTUNITY RATING

Medium term Likely (4) Intermediate (5)

TCFD category: Resource efficiency Strategy to capitalise:

Transportation

BUSINESS AREA

Own operations, upstream

and downstream

PRIMARY POTENTIAL

FINANCIAL IMPACT

Decreased costs

LOCATION

Global, all brands

MEASUREMENT

Scopes 1 and 3 (upstream and

downstream transportation and

distribution)

SCENARIO ANALYSIS

Opportunity is greater under NZE

Decarbonisation of our distribution

and depot fleets would help to

reduce Scopes 1 and 3 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.

Opportunity may arise through a

reduction in current environmental

taxes from an agreement for the

use of eco-fuel being applied

across Norcros UK businesses.

• Fleet electrification 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 expect third-party logistic suppliers

to move towards electric vehicles,

thus reducing our Scope 3 upstream

and downstream transportation and

distribution emissions.

• We have partnered with Maersk for our

inbound shipping to use eco-fuel, which

produces around 85% less carbon

emissions compared to traditional

shipping fuel. In FY26, 37% of our

inbound freight was shipped using

eco-fuel.

TIME HORIZON LIKELIHOOD IMPACT MEASURE OPPORTUNITY RATING

Near/Medium term Likely (4) Low (3)

Our full carbon footprint is reported in alignment with the

Greenhouse Gas Protocol on pages 68 and 69. 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 stand-

alone Sustainability Report.

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Energy efficiency initiatives

We continue to implement targeted energy efficiency

initiatives across the Group. During the year these included:

• Croydex upgraded their air-conditioning system and

implemented boiler modifications, reducing energy usage

by up to 60%.

• MERLYN now has 88% of total fleet vehicles either electric

or hybrid, alongside taking practical measures to reduce

warehouse heating demand by purchasing heated jackets

for warehouse employees.

• Triton provides on-site EV chargers for visitor and staff use,

delivering over 22,000 kWh during the year.

• Norcros South Africa expanded LED lighting installations

and introduced solar power at selected retail sites,

alongside investments in more energy-efficient

manufacturing equipment.

Energy and emissions overview

During the year, we rebased our greenhouse gas emissions to

reflect structural changes to the Group. Historical emissions

data has been restated to ensure a like-for-like comparison

across reporting periods.

In 2026, the Group’s market-based Scope 1 and 2 emissions

decreased by 63% year-on-year. This equates to a 65%

reduction against the 2023 base year, meaning the Group

achieved its 2028 target of a 33.6% reduction two years early.

Scope 1 and 2 carbon intensity, measured per Group turnover,

decreased by 66%, reflecting the strategic shift from ceramic tile

manufacturing to less carbon intensive wall panel products.

Across the UK businesses, market-based Scope 1 and 2

emissions increased by 10%, primarily due to an increase in

the number of company owned vehicles across the Group.

In South Africa, market-based Scope 1 and 2 emissions

decreased by 65%, mainly driven by reduced manufacturing

at Johnson Tiles South Africa and supported by a reduction in

the carbon intensity of the national electricity grid.

The Group’s total energy consumption decreased by 64%

compared to 2025, primarily reflecting the closure of Johnson

Tiles South Africa. Natural gas remains the Group’s largest

energy source, accounting for 59% of total energy use, driven

by ongoing operations across the South African businesses.

Absolute Scope 3 emissions reduced 4% year-on-year,

largely driven by a reduction in emissions from the use of sold

products (Category 11). This reflected changes in the Group’s

sales mix alongside reductions in grid carbon intensity.

Emissions from the use of sold products represent 66% of the

Group’s Scope 3 emissions, primarily driven by the lifetime

electricity consumption of Triton’s showers and House of

Plumbing’s geysers (water heaters).

Purchased goods and services account for a further 29%

of Scope 3 emissions and increased by 10% during the year,

reflecting higher volumes of raw materials and products

purchased by Tile Africa and TAL.

Upstream transportation and distribution is the Group’s third

most material Scope 3 category, contributing 3% of total

Scope 3 emissions. Emissions from this category decreased by

26% during the year, driven by an increased share of inbound

freight transported using eco-fuel.

Overall, combined Scope 1, 2 and 3 market-based emissions

decreased 8% during the year.

The table below has been prepared for the 53 weeks ended

5 April 2026 (in line with the financial year and referred to

throughout this section as 2026). The previous accounting

period was 52 weeks beginning 1 April 2024 and ending

30 March 2025 for comparison (referred to as 2025). The

2025 figures shown have been restated to align the reporting

boundary with 2026 (including Fibo Holdings). This decision

has been made to ensure that the year-on-year comparison is

on a like-for-like basis.

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

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, DESNZ 2025 emissions factors have been

used. Scope 2 emissions have been calculated using both a

location-based and market-based approach, utilising DESNZ

2025, IEA 2025 or Association of Issuing Bodies (AIB) 2025

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.

FY26 FY25

UK Global (exc. UK) Group total UK Global (exc. UK) Group total

GHG emissions (tCO

Total Scope 1 (tCO

e) 1,022 8,513 9,535

981 29,784 30,765

Scope 2 location-based (tCO

e) 524 10,337 10,861

616 23,659 24,275

Scope 2 market-based (tCO

e) 139 10,295 10,434 79 23,609 23,688

Total Scope 1 + 2 location-based (tCO

e) 1,546 18,850 20,396 1,597 53,443 55,040

Total Scope 1 + 2 market-based (tCO

e) 1,161 18,808 19,969 1,060 53,393 54,453

Total Scope 3 (tCO

e) – – 812,746 – – 846,702

Total Scope 1, 2 & 3 location-based (tCO

e) – – 833,142 – – 901,742

Total Scope 1, 2 & 3 market-based (tCO

e) – – 832,715 – – 901,155

Scope 1 + 2 market-based GHG emissions intensity ratio

(per Group turnover) (£m) – – 50 – – 148

Energy consumption (kWh)

Total electricity consumption (kWh) 2,959,626 15,914,464 18,874,090 2,956,176 28,493,800 31,449,976

Total renewable energy consumption (kWh) 2,577,535 9,078,825 11,656,360 2,731,270 8,753,130 11,484,400

Total non-renewable energy consumption (kWh) 5,296,551 56,373,426 61,669,977 5,133,688 185,071,250 190,204,938

Total energy consumption (kWh) 7,874,086 65,452,251 73,326,337 7,864,958 193,824,380 201,689,338

% renewable electricity from total electricity 87% 27% 37% 92% 16% 23%

We have restated our 2025 figures to reflect the change in structure of Norcros Group,

resulting from the sale of Johnson Tiles UK and the acquisition of Fibo

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORT STRATEGIC REPORT

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

SECR STATEMENT

Identify Risk

Monitor

and

Review

Define risk

appetite

Assess and

Quantify

Respond,

manage,

mitigate

Low

High

Minor Severe

Impact

Likelihood

RICHARD COLLINS

Chief Legal Officer

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 management of risks,

against clearly defined risk appetite levels for each category.

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

Europe 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

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

BUSINESSES

Operational risk management

Update and maintain risk registers, reflecting key

risks identified and the treatment of each risk

including any mitigating actions taken.

Monitor and report risks

Informing Reporting

Mergers, acquisitions

and disposals

Stakeholder and

reporting requirements

Staff retention

and recruitment

Market

conditions

Loss of key

customers

Competition

Reliance on

production facilities

Loss of

key supplier

Exchange

rate risk

Funding and

liquidity risk

Pension

scheme risk

Cyber

security

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORT STRATEGIC REPORT

PRINCIPAL RISKS AND UNCERTAINTIES

Link to strategy

Portfolio

development

Organic

growth

Operational

excellence

ESG

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 81. 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. Rather than identifying this as a

standalone principal risk, its potential impact is reflected in the

relevant individual principal risks, including market conditions

and the potential loss of key suppliers. The increased frequency

of such events over the last ten years has heightened our focus

in this area, and we continue to respond effectively.

Risk Risk description Mitigation

STRATEGIC RISKS

MERGERS,

ACQUISITIONS

AND DISPOSALS

Risk movement

Stable

Link to strategy

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.

Where the Group’s strategy requires

disposal of a business activity, we may

fail to find an appropriate buyer, or

we may fail to empathetically transfer

employees to the new business owner.

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. Previous acquisitions have demonstrated the

Group’s ability to successfully integrate new businesses.

When disposing of a business activity, the same

experienced M&A management team are involved as

with acquisitions, and the same Board approvals are

required for all major transactions.

Previous disposals have demonstrated the Group’s

ability to find good quality buyers for continuing

operations, and to manage employee concerns

sensitively.

Impact

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.

Failure to successfully and empathetically divest a business activity may adversely impact

Group profitability and reputation.

Risk Risk description Mitigation

ENVIRONMENTAL,

SOCIAL AND

GOVERNANCE

(ESG) RISKS

STAKEHOLDER

AND REPORTING

REQUIREMENTS

Risk movement

Reducing

Link to strategy

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 54 to 67 for more

information.

There is also a risk of failing to meet

increasing regulatory and reporting

requirements.

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.

Impact

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.

PEOPLE RISKS

STAFF RETENTION

AND RECRUITMENT

Risk movement

Stable

Link to strategy

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.

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 REVIEW ON PAGES 50 AND 51.

Impact

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.

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORT STRATEGIC REPORT

PRINCIPAL RISKS AND UNCERTAINTIES

CONTINUED

Link to strategy

Portfolio

development

Organic

growth

Operational

excellence

ESG

Risk Risk description Mitigation

COMMERCIAL RISKS

MARKET

CONDITIONS

Risk movement

Increasing

Link to strategy

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.

Growth in the global economy

remains sluggish due to ongoing

volatility and unpredictability.

Negative factors include cost of

living increases, financial market

uncertainty and interest rates,

global trade wars, and new and

ongoing conflicts.

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.

Impact

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.

Risk Risk description Mitigation

COMMERCIAL RISKS

LOSS OF KEY

CUSTOMERS

Risk movement

Stable

Link to strategy

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.

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.

Impact

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.

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORT STRATEGIC REPORT

PRINCIPAL RISKS AND UNCERTAINTIES

CONTINUED

Link to strategy

Portfolio

development

Organic

growth

Operational

excellence

ESG

Risk Risk description Mitigation

COMMERCIAL RISKS

COMPETITION

Risk movement

Increasing

Link to strategy

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.

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

significant shifts in policy by competitors, changes in

the routes to market, changes in consumer tastes, or

indications 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.

Impact

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.

OPERATIONAL RISKS

RELIANCE ON

PRODUCTION

FACILITIES

Risk movement

Decreasing

Link to strategy

The Group operates facilities in

South Africa for the manufacture

of adhesives, light assembly

operations in the UK for Triton

and Grant Westfield and in

Norway for Fibo.

Following its withdrawal from tile manufacturing in the

UK and South Africa, the Group employs an increasingly

capital-light model for its operations, like those in place

at Triton, Grant Westfield and Fibo, 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

adhesives, there remain well-established preventative

maintenance programmes in place.

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.

Impact

If any of these facilities, including technology used to operate them, were to fail, the effect

on the Group could be significant.

Risk Risk description Mitigation

COMMERCIAL RISKS

LOSS OF KEY

SUPPLIER

Risk movement

Increasing

Link to strategy

The Group’s extended supply

chain, with its dependency

on interconnected third

parties for manufacturing

or key services, 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

Western economies’ 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 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.

Impact

The lack of supply of raw materials or components such as electronics, 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.

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORT STRATEGIC REPORT

PRINCIPAL RISKS AND UNCERTAINTIES

CONTINUED

Link to strategy

Portfolio

development

Organic

growth

Operational

excellence

ESG

Risk Risk description Mitigation

FINANCIAL RISKS

EXCHANGE

RATE RISK

Risk movement

Stable

Link to strategy

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).

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.

Impact

Should Sterling or the South African Rand weaken against these currencies, this could

result in an increase in future input costs.

FINANCIAL RISKS

FUNDING AND

LIQUIDITY RISK

Risk movement

Stable

Link to strategy

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

December 2029, with a further

one-year extension available, it is

possible that the Group may find

it difficult to obtain financing on

commercially acceptable terms in

the longer term.

The Group completed a refinancing of its banking

facilities in December 2025 through to December

2029, with a further one-year extension available. We

re-forecast our liquidity and funding requirements and

covenant performance monthly. Senior Executives and

business 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.

Impact

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.

Risk Risk description Mitigation

FINANCIAL RISKS

PENSION

SCHEME RISK

Risk movement

Decreasing

Link to strategy

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).

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 5 April 2026 of £0.4m (2025: surplus of

£6.8m) 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.

Impact

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.

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORT STRATEGIC REPORT

PRINCIPAL RISKS AND UNCERTAINTIES

CONTINUED

Link to strategy

Portfolio

development

Organic

growth

Operational

excellence

ESG

Viability statement

In accordance with Provision 31 of the 2024 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 2029.

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 2029.

Risk Risk description Mitigation

INFORMATION

TECHNOLOGY

AND CYBER

SECURITY RISKS

CYBER SECURITY

Risk movement

Increasing

Link to strategy

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.

There are increasing risks from

AI, including more sophisticated

phishing and other cyber-related

attacks.

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 maintained our approach to

vigilance and resilience, through 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 business 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. We also employ

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.

Over the past three years, we have undertaken annual

comprehensive IT disaster recovery scenario exercises

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. This year’s exercise was conducted in

conjunction with our Group wide Operations teams to test

wider business continuity resilience and team working.

Impact

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.

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORT STRATEGIC REPORT

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 5 April 2026.

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.

Shareholders Customers

Why it is important to engage with this

stakeholder group:

Active engagement with shareholders supports

disciplined capital allocation and long-term value

creation. It also ensures our evolving strategy —

including portfolio reshaping, geographic expansion

and increased focus on capital-light, higher-growth

categories — is clearly understood and supported.

How Norcros engaged in the year:

• Regular engagement with institutional investors

through scheduled and ad hoc meetings, including

discussions focused on portfolio development,

capital allocation and strategy execution.

• Continued evolution of engagement with retail

shareholders through online platforms and

targeted investor events.

• Enhanced disclosure and communication,

including more detailed strategic messaging and

the publication of our standalone Sustainability

Report.

• Consultation with major shareholders on Executive

Director remuneration, alongside ongoing dialogue

on governance and ESG priorities.

How Norcros responded:

• Shareholder feedback informed key strategic

decisions, including portfolio reshaping actions

such as the acquisition of Fibo and the evaluation

of strategic options for South Africa.

• Publication of a clearer Capital Allocation Policy,

improving transparency around how capital is

deployed across organic investment, dividends

and acquisitions.

• Refinement of Executive remuneration structures

to ensure alignment with shareholder expectations

and long-term performance.

• Broader and more structured reporting on

sustainability, responding to increasing investor

focus on ESG integration and disclosure.

Why it is important to engage with this

stakeholder group:

Understanding evolving customer needs is critical

to delivering long-term growth. We work closely

with customers to develop relevant, design-led

solutions that are easy to specify, install and maintain,

whilst supporting changing expectations around

sustainability, service and product integration.

How Norcros engaged in the year:

• Ongoing, day-to-day engagement through our

customer-facing teams, supported by performance

tracking on service, availability and quality.

• Participation in major trade exhibitions and events,

increasingly showcasing coordinated, cross-brand

product solutions.

• Targeted customer insight work to better

understand changing preferences, including

demand for easier installation, integrated solutions

and more sustainable products.

• Closer collaboration between businesses, enabling

shared learning and deeper understanding of

customer needs across markets.

How Norcros responded:

• Increased collaboration across brands to align

product design, finishes and ranges, making it

easier for customers and installers to specify and

deliver complete bathroom solutions.

• Continued investment in systems, logistics and

stock availability to improve service and reliability.

• Development and launch of products aligned

to identified growth areas, including categories

such as wall panels where demand continues to

increase.

• Greater focus on delivering joined-up solutions

rather than individual products, strengthening our

overall customer proposition.

Board

information

Strategic

considerations

Board

decision-making

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.

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.

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.

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORT STRATEGIC REPORT

STAKEHOLDER ENGAGEMENT

Employees Environment

Why it is important to engage with this

stakeholder group:

Strong engagement with our people is critical to

delivering our strategy and long-term performance.

Engaging effectively ensures we build a safe, inclusive

and high-performing culture, whilst strengthening

leadership capability and supporting our people to

contribute, develop and thrive across the Group.

How Norcros engaged in the year:

• Continued our Group-wide employee engagement

survey in partnership with Great Place to Work,

achieving a 93% participation rate and providing a

consistent, high-quality baseline across the Group.

• Ongoing engagement through local leadership

teams, regular employee briefings and direct

interaction across our businesses.

• Dedicated workforce engagement led by the

Board, including oversight from the designated

Non-executive Director.

• Broader focus on dialogue and insight, including

follow-up discussions and local engagement to

better understand employee experience and

priorities.

How Norcros responded:

• Turned engagement insights into targeted action,

with business-level and Group-wide plans focused

on improving communication, recognition,

wellbeing and leadership effectiveness.

• Increased emphasis on leadership capability,

supporting managers to lead with clarity,

consistency and inclusive behaviours aligned to

the Group’s Purpose and Keys.

• Strengthened communication and feedback loops,

including greater visibility of actions taken in

response to employee feedback.

• Continued to support employee participation and

engagement through share schemes and broader

reward and recognition approaches.

Why it is important to engage in this area:

Our stakeholders increasingly expect clear, practical

progress on sustainability. Engaging on environmental

issues helps us understand changing requirements

across regulation, supply chains and customer

demand, and ensures sustainability is embedded into

our strategy, product development and operational

decision-making.

How Norcros engaged in the year:

• Continued development and application of the

Group’s Sustainable Products Framework, building

a clearer understanding of sustainability across the

product portfolio.

• Engagement with customers and suppliers on

environmental requirements, including product

performance, resource use and carbon impact.

• Increased Group-level collaboration to address

shared environmental challenges, including energy

use, emissions and transport.

• Strengthened transparency through enhanced

sustainability reporting and disclosure.

How Norcros responded:

• Further embedded the Sustainable Products

Framework into product assessment and decision-

making, supporting more consistent measurement

and clearer visibility of sustainability across the

portfolio.

• Implemented Group-level initiatives to improve

environmental performance, including lower-

carbon freight solutions and collaborative energy

procurement.

• Incorporated sustainability considerations

into portfolio and capital allocation decisions,

supporting the continued shift towards less

carbon-intensive product categories.

• Published the Group’s first Environmental Policy

and enhanced governance structures to support

more consistent management of environmental

performance across the Group.

Society

Why it is important to engage in this area:

Operating responsibly within the communities where

we live and work is an important part of how we

build trust, support our people and sustain long-term

success. Engaging locally enables our businesses to

make a meaningful and relevant impact in the areas

where they live and work.

How Norcros engaged in the year:

• Supported a wide range of community initiatives

across the Group, with activities led locally by

individual businesses.

• Built partnerships with charities and community

organisations through fundraising, volunteering

and in-kind support.

• Encouraged employee participation in community

activity, strengthening connection with local

communities.

• Maintained visibility of activities at Group

level through regular review by the Executive

Management team.

How Norcros responded:

• Provided funding and support to enable

businesses to invest in local community initiatives

aligned to their people and locations.

• Strengthened the structure and visibility of

community engagement across the Group,

supporting greater consistency and sharing of

good practice.

• Continued to empower businesses to take

ownership of community activity, reinforcing a

decentralised and locally-led approach.

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORT

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORT

STAKEHOLDER ENGAGEMENT

CONTINUED

Listening to our people

Understanding what matters to our people is central to how we make decisions — not just once a

year, but as an ongoing conversation.

This year, as a key element of the Board’s overall employee

engagement strategy, we’ve continued building on

our Group-wide engagement survey, using it not just

as a source of insight, but as a starting point for more

meaningful dialogue across the business.

The response rate remained high at 93%, giving us

a strong and representative view of how people are

experiencing Norcros day to day. But the real value came

from what we did next.

We focused on turning feedback into conversations — and

then into action — in ways that people could see and feel

locally.

Across the Group, that has included:

• bringing teams together to talk through results

face-to-face, with leaders sharing outcomes openly

rather than relying on cascade decks

• running follow-up focus groups and team sessions,

giving people space to explain the “why” behind the

scores and suggest practical changes

• changing how we communicate, with more regular

local updates and clearer messaging from site and

business leaders

• reviewing how recognition works in practice,

from informal shout-outs through to more structured

approaches within teams

• using survey feedback to open up more honest

conversations about workload and wellbeing,

particularly in areas where pressure was

being felt most

We’re also seeing how this plays out in practice. In some

businesses, leaders have introduced more regular, informal

forums to keep dialogue open and visible. In others,

teams have used their results to agree a small number

of priorities and track progress together over time —

reflecting what matters most locally.

At Group level, the survey is giving leadership a clearer

line of sight on shared themes, helping shape where we

focus and how we support our businesses.

Just as importantly, this isn’t a one-off exercise. Feedback

from the survey is now part of our regular review cycles,

alongside operational and financial performance, helping

ensure decisions are informed not only by data, but by the

lived experience of our people.

93%

Group-wide

engagement survey

response rate

85%

are proud to work for

the Norcros group

CASE STUDY

Engaging externally: shaping standards

and enabling informed choices

Norcros businesses engage actively with government, regulators and industry bodies to help shape

the policies and standards that will define our markets in the years ahead.

This is long-term, technical work — responding to

consultations, sharing evidence and contributing

specialist insight — so that regulation reflects how

products are actually used in homes, and how water,

energy and carbon are increasingly connected.

A clear example comes from Triton’s engagement on the

UK’s proposed Mandatory Water Efficiency Labelling

Scheme (MWELS). Under earlier voluntary labelling,

electric showers were not properly recognised, making it

difficult for customers and consumers to compare water

use across different shower types. Through sustained

engagement with government and input into the technical

criteria, Triton helped ensure electric showers are included

within the framework going forward. That change

matters because a mandatory label will put consistent,

comparable information in front of consumers — in retail

and online — so people can make informed choices based

on the data presented, rather than marketing claims or

guesswork.

This kind of external engagement also has a direct impact

on how we invest and innovate. Having early sight of

emerging regulation helps ensure product development

keeps pace with the direction of travel — particularly

as homes become more energy efficient and hot water

becomes a larger share of household energy demand.

That insight shapes what “good” looks like in future

products, and helps avoid developing solutions that risk

becoming out of date as standards evolve.

Alongside policy engagement, Triton has strengthened

its thought leadership through published positions on

national priorities — including a white paper responding to

the Warm Homes Plan — advocating for efficient shower

technologies (including high-efficiency electric showers

designed to connect to waste water heat recovery systems)

to be recognised within future funding schemes and policy

frameworks. The common thread is practical: influence the

frameworks, translate requirements into better products, and

give customers and consumers the information they need to

make confident, “powerful” choices.

CASE STUDY

A standardised water efficiency

label will provide transparent,

comparable data, making it easier

for consumers to make more

informed and powerful choices.

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORT 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 54 to 67

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.

We are committed to the full and

fair consideration of all applicants,

and supporting colleagues and

candidates with both visible and

non-visibe disabilities.

• 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 50 and 51

Stakeholder

engagement

pages 82 to 87

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 82 to 87

Audit and Risk

Committee Report

pages 104 to 108

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 104 to 108

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 18 and 19

Risk management

pages 70 to 80

ESG KPIs

pages 33 to 35

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 16 to 89 of Norcros plc

was approved by the Board and signed on its behalf by:

THOMAS WILLCOCKS

Chief Executive Officer

10 June 2026

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORT

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

STRATEGIC REPORT

NON-FINANCIAL AND SUSTAINABILITY

INFORMATION STATEMENT

CORPORATE

GOVERNANCE

Board of Directors 92

Governance at a Glance 94

Chair’s Introduction 96

Governance Key Highlights 98

Corporate Governance Report 100

Audit and Risk Committee Report 104

Nomination Committee Report 110

Remuneration Committee Report 114

Directors’ Remuneration Policy Report 118

Annual Report on Remuneration 130

Directors’ Report 140

Statement of Directors’ Responsibilities 143

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

CORPORATE GOVERNANCECORPORATE GOVERNANCE

KEY

Audit and Risk Committee

Nomination Committee

Remuneration Committee Chair of Committee

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

Appointment to

the Board

Appointed Board Chair

1 July 2023

Length of tenure

Three 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

Three 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.

External appointments

n/a.

Appointment to

the Board

Appointed Chief Financial Officer

1 August 2021

Length of tenure

Five 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

Seven 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,

Mars Inc and an agency

to HM Treasury where

she was chief executive

officer. Alison has also

held non-executive

director roles at several

significant PLCs.

External

appointments

Alison is a non-executive

director at Eurocell plc

where she is Senior

Independent Director and

chair of the Social Values

and ESG committee.

Appointment to

the Board

Appointed to the Board

1 January 2023

Length of tenure

Three years

Previous experience

Stefan has held

senior finance roles at

Keepmoat Ltd, Tianhe

Chemicals Ltd, The

Vita Group Ltd, The

SkillsMarket Ltd, BTP

plc 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

Two years

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

13 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.

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

CORPORATE GOVERNANCECORPORATE GOVERNANCE

BOARD OF DIRECTORS

Length of tenure

● <1 year

● 1–3 years

● 4–9 years

Independence

● Independent Chair

● Independent

Non-executive

Directors

● Executive Directors

Board gender diversity

4 2

● Male ● Female

Executive Management

gender diversity

3 2

● Male ● Female

Board nationality

1 5

● South African/British ● British

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

8 meetings

Audit and Risk

Committee

3 meetings

Remuneration

Committee

6 meetings

Nomination

Committee

2 meetings

STEVE GOOD, CHAIR

8/8 3/3 6/6 2/2

ALISON LITTLEY

8/8 3/3 6/6 2/2

STEFAN ALLANSON

8/8 3/3 6/6 2/2

REBECCA DENIRO

8/8 3/3 6/6 2/2

THOMAS WILLCOCKS

8/8 – – –

JAMES EYRE

8/8 – – –

Our Board

The Board comprises six Directors with

a diverse and complementary range of

industry experience, technical knowledge,

perspectives and personal strengths.

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

CORPORATE GOVERNANCE

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

CORPORATE GOVERNANCE

GOVERNANCE AT A GLANCE

I am pleased to present the Governance Report

for the 53 weeks ended 5 April 2026.

Throughout the year, the Board has overseen continued

progress in a challenging environment, underpinned by

the dedication and collective effort of colleagues across

the Group.

This year, we have been accelerating the pace of our strategic

development and have made progress in many areas.

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 Sustainability Report,

available at www.norcros.com.

Board changes

There were no Board changes during the year. Subsequent to

the year end, James Eyre informed the Board of his decision

to step down as Chief Financial Officer, following 12 years with

the Group, including five as CFO. James has played a key role

in the growth and repositioning of the business and we thank

him for his many contributions. He will step down as a Director

on 30 June 2026 and will remain with the Group for the length

of his notice period to support an orderly transition, including

focusing on key strategic projects. A search process to identify

his successor is now underway.

MORE DETAILS ON THE BOARD MEMBERS CAN BE FOUND

ON PAGES 92 AND 93

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, takes the lead when the Non-

Executive Directors meet with representatives from our brands

in employee forums.

The Board also reviewed the results of our second annual

Great Place to Work survey and was delighted with the

outstanding 93% response rate across the Group. This

year, the Group was proud to achieve Great Place to Work

certification across all three of its main regions – UK, Ireland

and South Africa – reflecting our ongoing commitment to

fostering a positive workplace culture throughout Norcros.

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 #BeSomeone.

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 5 April 2026, women represented 35% 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

50 and 51.

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

82 to 87.

Strategy

The Board held its annual Strategy Conference over two days

in December 2025, bringing together leaders from across

the Group to align on the short-, medium- and long-term

direction for Norcros. The sessions provided a clear view of

the opportunities and challenges ahead, with open discussion

on market dynamics, customer expectations and the strategic

choices required to maintain our momentum. The Board was

encouraged by the depth of insight shared, the increasing

alignment across our brands, and the disciplined execution

that continues to underpin the Group’s progress.

More about the Group’s strategy is set out on pages 24

and 25.

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

10 June 2026

Our role as a Board is to

provide clear oversight whilst ensuring

the Group has the leadership,

capability and direction to succeed

over the long term.

STEVE GOOD

Chair

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 2024 UK Corporate

Governance Code.

Division of Responsibilities

READ MORE IN THE REMUNERATION COMMITTEE

REPORT ON PAGES 114 TO 139

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

CORPORATE GOVERNANCECORPORATE GOVERNANCE

CHAIR’S INTRODUCTION

Governance in Action:

Board Engagement

Active oversight through strategic engagement

Effective governance at Norcros is grounded in meaningful

engagement between the Board and the leadership teams

responsible for delivering the Group’s strategy.

In December, the Board — including Non-executive

Directors — attended the Group’s two-day Strategy

Conference, where each business presented its short- and

medium-term plans. This gave the Board direct visibility

of strategy development at business level and the

opportunity to engage, question and challenge leadership

teams across the Group.

Board members actively participated throughout, drawing

on external experience to test thinking around customer

focus, innovation, digital capability and collaboration.

Beyond formal presentations, informal conversations

played an important role. These interactions helped the

Board build deeper understanding of the people leading

the businesses and how strategy translates into execution

— strengthening trust, challenge and alignment.

The Strategy Conference is a practical example of

governance in action: enabling the Board to provide

informed oversight, constructive challenge and long-term

guidance, whilst supporting management teams to deliver

sustainable value for stakeholders.

CASE STUDY

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 and ensuring

readiness for Provision 29

Nomination

Committee

Areas of focus this year:

• Full Board evaluation

• Continued succession

planning for Board and senior

management

Remuneration

Committee

Areas of focus this year:

• Undertaking a triennial review of

the Remuneration Policy

• Consulting with stakeholders

on revisions to Directors’

Remuneration Policy

• Reviewing our bonus and

Annual Performance Share Plan

scorecards to ensure continued

close alignment with the strategy

This year has seen significant events for the Company and its Board.

What was on the Board’s agenda this year?

Strategic development

• Acquisition of Fibo

• Closure of Johnson Tiles South Africa

• Progressing our ESG agenda

• Operationalising our strategy

Purpose and values

• Communicating and embedding the

Company’s Purpose

• Putting our Keys (values) into effect in

everything we do

Board composition

• Succession planning

Our stakeholders are

recognising that this business is

going places, with management

that has a very clear, consistent

and compelling strategy.

STEVE GOOD

Chair

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CORPORATE GOVERNANCECORPORATE GOVERNANCE

GOVERNANCE KEY HIGHLIGHTS

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 UK

Listing Rules of the UK Listing Authority. The UK Corporate

Governance Code 2024 (the Code) applies to accounting

periods beginning on or after 1 January 2025, (except for

Provision 29 in relation to risk management and internal

controls which applies to accounting periods beginning on or

after 1 January 2026).

For the year under review, the Company has complied with

the UK Corporate Governance Code 2024 in all applicable

respects. The 2024 Code introduces a number of updates,

most notably enhanced provisions in relation to internal

controls (including Provision 29) and Board accountability

for review and monitoring of risk management frameworks.

Information on the Company’s actions to ensure compliance

with Provision 29 for the current financial year is included in

the report of the Audit and Risk Committee on pages 104

to 108.

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 53 weeks

ended 5 April 2026, 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 92 and 93.

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:

• Operationalisation of strategy

• Creation of “bench strength” for future roles

• Succession planning for Board and Senior Management

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 104 to 108

• Nomination Committee: pages 110 to 113

• Remuneration Committee: pages 114 to 139

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 110 to 113.

THE BOARD

STEVE GOOD (C)

AUDIT AND RISK

COMMITTEE

STEFAN ALLANSON (C)

ALISON LITTLEY

REBECCA DENIRO

REMUNERATION

COMMITTEE

ALISON LITTLEY (C)

STEVE GOOD

STEFAN ALLANSON

REBECCA DENIRO

NOMINATION

COMMITTEE

STEVE GOOD (C)

ALISON LITTLEY

STEFAN ALLANSON

REBECCA DENIRO

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

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CORPORATE GOVERNANCECORPORATE GOVERNANCE

CORPORATE GOVERNANCE REPORT

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 apart from James Eyre who

has announced his decision to step down from the Board.

Biographical details of all Directors are set out on pages 92

and 93 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 143.

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 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 143

and the Auditor’s Report on pages 146 to 156. 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

business. 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 70 to 80.

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 81.

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 104 to 108.

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 140 to 142.

Approved by the Board of Directors on 10 June 2026 and

signed on its behalf by:

STEVE GOOD

Board Chair

10 June 2026

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CORPORATE GOVERNANCECORPORATE GOVERNANCE

CORPORATE GOVERNANCE REPORT

CONTINUED

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 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 2024 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 2026 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 81 and on page 161.

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 £0.4m at 5 April 2026 from a surplus position of

£6.8m at 30 March 2025.

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 5 April 2026 Annual Report and Accounts is fair,

balanced and understandable.

Meetings of the Committee

The Committee met formally three times during the year. 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.

Financial Reporting Council

correspondence

During the year, the Company received a letter from the

Financial Reporting Council (FRC) following a routine review

of the Company’s Annual Report and Accounts for the year

ended 31 March 2025. The FRC did not enter into substantive

correspondence with the Company and did not require any

changes to the reported financial information. However, the

letter raised certain recommendations for the Board and Audit

and Risk Committee to consider in the preparation of future

reports and accounts.

The Audit and Risk Committee considered the matters

highlighted by the FRC, discussed them with management

and the external auditor, and has taken them into account in

its review of the 5 April 2026 Annual Report and Accounts.

The FRC’s review is based solely on the publicly available

Annual Report and Accounts and does not provide assurance

on their accuracy or completeness, nor does it involve a

detailed examination of the underlying transactions or

accounting records.

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 2026:

• 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 wrongdoing

• Assessing and selecting a new audit partner

following retirement of the previous partner

• Planning and preparation for the

implementation of Provision 29 of the

Corporate Governance Code

AREAS OF FOCUS FOR 2027:

A continued focus on developing the risk management

framework, ensuring internal controls remain effective

and meeting the requirements of Provision 29 of the

2024 Corporate Governance Code.

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CORPORATE GOVERNANCECORPORATE GOVERNANCE

AUDIT AND RISK COMMITTEE REPORT

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 27 weeks ended 5 October 2025

• Review of the Company’s Annual Report and Accounts for the 53 weeks ended 5 April 2026,

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

• The Committee undertook a thorough assessment process before selecting Laurie Hannant to

replace Gareth Singleton as audit partner

• Review of the external auditor’s proposed audit work plan for the 53 weeks ended 5 April 2026,

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 53 weeks ended 5 April 2026

INTERNAL

AUDIT

• Review of the internal audit work programme for 2026

• Approval of the annual internal audit programme for 2027

• 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 and ESG risks

• Review of the Group’s defined risk appetite both overall and for each category of risk

• Review of the actions taken to ensure future compliance with Provision 29 of the UK Corporate

Governance Code 2024, with particular focus on assurance mapping

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’s annual control and risk self-assessment process

includes detailed questionnaires covering financial and

information security controls that are completed by each

business. Internal audit manages the process, and control

responses are reviewed by the Group Head of Internal Audit

and Risk Assurance and the Group Financial Controller. The

process has been further developed during the year following

last year’s introduction of an online third-party Governance,

Risk and Compliance (GRC) system. This software has

provided evidence gathering functionality that has enabled

Internal Audit to provide greater assurance on the material

controls in place over the Group’s financial and information

security risks. This will also empower the Board to be able to

attest to the adequacy of the wider internal control and risk

management frameworks, meeting the requirements of the

revised UK Corporate Governance Code.

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.

The self-assessment process also includes a management

representation letter, 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, that they have declared any potential conflicts

of interest, and that they have reported all known risks or

fraudulent activity as required.

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 a review of

the implementation of supply chain management policy and

procedures. 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. Actions agreed during

previous audit visits were reviewed to confirm management’s

progress.

A significant amount of time has been dedicated to

preparation for compliance with Provision 29 of the UK

Corporate Governance Code. This work has focused on

defining the initial scope of key risk and governance areas

and identifying the material controls in place over them. An

assurance map has been developed in conjunction with

the Board that documents the risk and governance areas

in scope, which include the principal risks and areas of

operational, financial, reporting and compliance risk, along

with the material controls in place for each. The map also

outlines which of the four lines of defence provides assurance

and to what extent, enabling identification of any gaps in

assurance, should there be any, and the strengthening of

assurance, if required.

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.

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.

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CONTINUED

Risk management framework

Our risk management framework is highlighted on pages

70 and 71 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

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. Annual review of the Group’s risk appetite including its

overall risk appetite and that of each risk category

4. 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 2024,

for the period from 31 March 2025 to the date of approval

of the Annual Report and Accounts for the 53 weeks ended

5 April 2026.

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, Laurie

Hannant, was appointed in February 2026 after Gareth

Singleton stood down from the role for personal reasons.

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.

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 2026 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 53 weeks ended 5 April 2026, 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

10 June 2026

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CONTINUED

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 2024 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.

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 teams and

undertake site visits. The induction also includes dedicated

time with each Board member.

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.

After the year-end, the Committee accepted the decision

of James Eyre (Chief Financial Officer) that he would be

stepping down from the Board at the end of June 2026. It was

agreed that he will remain with the business to support his

successor until early 2027.

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 (2025: 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 2026:

• Full Board evaluation

• Continued succession planning for Board and

senior management

AREAS OF FOCUS FOR 2027:

• 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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Compliance with UK Listing Rules on diversity

In 2022, the UK Financial Conduct Authority introduced Listing Rules relating to diversity (UKLR 6.6.9R(9) and (10)). The

Company’s position against these items is set out within this report below.

Listing Rule target

Company’s position

as at 5 April 2026 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.

Sex/gender representation

Number of Board members Number of senior positions on the Board

(CEO, CFO, SID and Chair)

3 1

Number in Executive Management

3 2

● Male

● Female

● Not specified/prefer not to say

Ethnicity representation

Number of Board members Number of senior positions on the Board

(CEO, CFO, SID and Chair)

Number in Executive Management

● 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

Notes to the tables:

Data collection of the Board undertaken as part of our regular year-end data collection.

The Board was provided with the categories above and asked to advise how they identify.

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

10 June 2026

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NOMINATION COMMITTEE REPORT

CONTINUED

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 2024 UK Corporate Governance Code 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 2026.

During this period, 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 Director 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, with integrity, good governance and long-

term thinking.

Directors’ Remuneration Policy

A key focus for the Committee in 2026 has been its triennial

review of the Directors’ Remuneration Policy. The current

policy was approved by 96.7% of shareholders at the 2023

AGM and expires later this year. Ahead of seeking approval of

a new policy at the 2026 AGM, the Committee reviewed the

existing framework to ensure it remains credible and effective,

is closely aligned with strategy, the Group’s culture and

appropriately reflects market and governance best practice.

We concluded from our review that the current policy remains

broadly fit for purpose for Norcros, requiring only a small

number of minor amendments as outlined below:

• Annual bonus opportunity limit. The current annual

bonus opportunity limit, of 100% of salary, has been

unchanged for several policy cycles and has fallen

behind typical market practice. More importantly, it also

constrains the Committee’s ability to use the variable

pay opportunity to bring the package more into line with

an appropriately competitive overall positioning that

reflects the calibre, growing experience and sustained

performance of our Executive Directors. As part of its

review of the policy, the Committee concluded that the

annual bonus opportunity should be increased slightly,

to 125% of salary. If approved by shareholders, it is the

Committee’s intention to use this increased headroom

for both Executive Directors for FY27. In keeping with

the Committee’s normal practice, the performance

targets attaching to the bonus will be set to reflect the

opportunity available.

• Annual bonus deferral. The Committee views bonus

deferral as a means of aligning the interests of

shareholders and Executives over the medium term,

through exposure to the share price. However, once an

individual has built up a significant holding of Norcros

shares through market purchases or retaining vested

incentives, the Committee believes it is appropriate to

relax the mandatory deferral requirement and instead

allow any bonus earned to be paid entirely in cash. We

believe this approach balances fairness to Executive

Directors and demonstrates a clear emphasis on the

importance of alignment of Executive and shareholder

interests through meaningful share ownership. Accordingly,

it is proposed to amend the policy to provide for the

disapplication of the deferral provision for those Executive

Directors who have achieved, and at least maintain, the

in-post shareholding requirement. This change would

be effective starting with the bonus for 2027 but, noting

that current Executive Directors are still building towards

their in-post shareholding guideline, it is unlikely to have

any impact on the deferral until the following bonus

cycle at the earliest. The Committee is satisfied that,

notwithstanding this change, it retains sufficient powers to

exercise the malus and clawback provisions that apply to

the cash bonus, and Approved Performance Share Plan

(APSP) awards during the five-year period from grant,

should the need arise.

• Shareholding guideline. To reflect feedback from

shareholders in recent years, we are proposing to set

the in-post shareholding guideline at 200% of salary,

compared to 150% and 125% of salary currently for

the Chief Executive Officer and Chief Financial Officer,

respectively. This change will also flow through to the post-

cessation shareholding requirement.

• Simplification of APSP award limit. At the last policy

review, shareholders approved an increase to the APSP

award limit, from 100% of salary to 150% and 125% of

salary for the Chief Executive Officer and Chief Financial

Officer, respectively. To simplify and future-proof the

policy, it is now proposed to consolidate these levels into

a single headroom limit of 150% of salary. The additional

headroom that this change provides in respect of the

Chief Financial Officer will not be used in 2027. Any use of

the headroom in subsequent years will be fully explained

in the relevant Annual Report on Remuneration.

• All-employee share plans. Subject to shareholders

approving the introduction of an all-employee Share

Incentive Plan (SIP) at the 2026 AGM, the policy wording

in respect of all-employee plans has been updated to

provide for Executive Directors to participate in the SIP on

identical terms as other eligible employees.

The Committee has consulted extensively with principal

shareholders on the proposed changes to the bonus, APSP

and shareholding guidelines, receiving broad indications of

support. If approved, the proposed policy will take effect from

the date of the 2026 AGM, for a period of up to three years.

The performance context for

remuneration in the year

Despite macroeconomic headwinds and inflationary pressures

in key markets, Norcros has delivered a robust underlying

performance. This included:

• strong execution of strategy;

• 2026 revenue of £393.4m (2025: £355.8m), 0.6% higher

than the prior financial year on a constant currency

like-for-like basis and 10.6% higher on a reported basis

predominantly as a result of the acquisition of Fibo

Holding AS;

• underlying operating profit of £48.0m (2025: £44.5m)

also increasing predominantly as a result of the

acquisition; 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.

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 2026:

• Undertaking a triennial review of the

Remuneration Policy

• Consulting with stakeholders on revisions to

Directors’ Remuneration Policy

• Reviewing our bonus and Annual Performance

Share Plan (“APSP”) scorecards to ensure

continued close alignment with the strategy

AREAS OF FOCUS FOR 2027:

• Implementing the Directors’ Remuneration Policy

and aligning remuneration to our strategic goals

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Changes to the Executive team

In April 2026, we announced that James Eyre had informed

the Board of his decision to step down as Chief Financial

Officer later this year. In order to ensure an orderly transition,

James will remain in position until the end of June 2026 and

thereafter focus on key strategic projects for the remainder

of his notice period. James will continue to receive his salary,

pension and benefits until he ceases employment. He will also

continue to be eligible for an annual bonus for the period

worked. However, he will not receive an APSP award in

FY27. The treatment of James’ remuneration on cessation of

employment will be in line with our default provisions under

the Remuneration Policy for a good leaver, reflecting the

nature of his cessation and noting his significant contribution

to the Group over the last 12 years. Further details will be

disclosed at the relevant time and in next year’s Annual

Report on Remuneration.

2026 pay outcomes

The Committee implemented the approved policy in the

financial year just completed, as set out below, taking

appropriate account of the in-year acquisition of Fibo Holding

AS with the overarching principle that participants should not

be materially better or worse off as a result of completing the

acquisition.

Annual bonus

The annual bonus for FY26 continued to be based primarily

on the Group’s underlying operating profit performance. As

set out in last year’s report, the Committee resolved to replace

the previous working capital metric with cash conversion in

order to reflect a key financial pillar of the Group’s strategy,

and to introduce a new strategic element to reinforce the

delivery of key short-term business priorities.

The robust performance of the Group over FY26 saw operating

profit being £48.0m, whilst cash conversion was 116%.

Reflecting this financial performance and delivery against the

short-term strategic objectives, overall bonus outcomes of

between 61.3% and 63.1% of maximum were calculated for the

Executive Directors. In keeping with our normal practice, the

Committee then reviewed this outcome in the context of the

Group’s broader underlying performance and the experience of

other stakeholder groups over the period. Following the review,

the Committee decided not to exercise any discretion to revise

the outcome. 50% of the amounts earned will be converted into

nil-cost options under the Deferred Bonus Plan (DBP), which

are exercisable following a three-year deferral period.

2023 APSP

APSP awards were made in July 2023 with vesting subject to

three-year cumulative EPS performance targets (as detailed

on page 132). Over the three-year performance period,

cumulative EPS of 100.3p was delivered, which was between

Threshold and Maximum and resulted in a formulaic vesting

outcome of 42.4% of maximum. As with the annual bonus,

the Committee reviewed this vesting outcome and concluded

that it was a fair reflection of broader Group performance

over the period and that no discretion need be applied. This

assessment also took into account ROCE over the period.

ROCE averaged 20.0% of the period, which the Committee

concluded met the quality of earnings underpin. The 2023

APSP award will vest in July 2026.

2025 APSP

As set out in last year’s report, APSP award levels were

increased for both Executive Directors – from 115% to 150% of

salary for the Chief Executive Officer, and from 110% to 125%

of salary for the Chief Financial Officer. In a further change

to previous years, the Committee introduced an additional

performance metric – relative Total Shareholder Return (TSR)

– alongside EPS, with challenging targets set (see page 133 for

further details).

Remuneration for FY27

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

Executive Directors 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 FY27 is as follows:

Base salary

The Committee determined to increase Executive Directors’

salaries by 3% from 1 April 2026, below the average increase

for the wider UK workforce of 4%. Annual salaries from that

date will be £515,000 for Thomas Willcocks and £353,068 for

James Eyre.

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

In line with proposed changes to the policy, the annual

bonus opportunity for FY27 will increase from 100% to 125%

of salary for both Executive Directors. Bonus outcomes for

the year will continue to be based on a combination of

operating profit, cash conversion and strategic objectives. To

the extent considered not to be commercially sensitive at the

time, targets will be disclosed retrospectively in next year’s

Remuneration Report.

APSP

Thomas Willcocks will be granted an award under the APSP

of 150% of salary. This year’s APSP award will continue to

be based on a combination of three-year EPS growth and

relative TSR. Further details are set out on page 137 of this

report. James Eyre will not receive a 2026 APSP award,

reflecting his stepping down from the Board in June.

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 2026, the Committee has resolved to increase the

Board Chair’s fee to £185,000 per annum.

Concluding remarks

On behalf of the Committee, we hope that we can count on

your continued support for the resolutions to approve this

Directors’ Remuneration Report and the revised Remuneration

Policy at the 2026 AGM, where I will be available to answer

any questions in relation to this report. Finally, you will note that

we will also be asking shareholders to approve the rules of a

new all-employee share plan – the Share Incentive Plan (SIP) –

which alongside the existing Save As You Earn (SAYE) plan will

enable more colleagues to become shareholders in Norcros.

ALISON LITTLEY

Chair of the Remuneration Committee

10 June 2026

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REMUNERATION COMMITTEE REPORT

CONTINUED

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 UK 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 2024 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, which

will be put to a binding shareholder vote at the 2026 AGM

and, if approved, will apply with effect from the start of

FY27. A summary of the key changes compared to the

previously approved policy is set out in the Chair’s Statement

above and underlined in the sections below. This includes

more general wording in respect of our all-employee plans

which, if approved by shareholders at the 2026 AGM, will

include the SIP. Other minor changes include expanding and

consolidating the wording around recovery provisions and

updating the pay scenario charts.

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.

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

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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. Once an Executive

Director has met their

in-post shareholding guideline,

the requirement to defer bonus

shall cease to apply.

Options granted under the

DBP are exercisable after three

years, subject to continued

employment. A payment

equivalent to the dividends that

would have accrued on DBP

awards that vest will be made to

participants on vesting.

Payments under the annual

bonus are subject to recovery

provisions, details of which are

included as a note to this table.

Maximum opportunity: 125% of

base salary.

Target opportunity: 50% of

maximum.

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.

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.

Awards under the APSP are

subject to recovery provisions,

details of which are included as

a note to this table.

Maximum opportunity: 150% 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.

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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 24 and 25 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 on page 137.

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.

Recovery provisions

Under the annual bonus, the DBP and the APSP, the Remuneration Committee retains discretion to apply malus and clawback

in exceptional circumstances including a material misstatement in accounting records, gross misconduct, calculation error or

corporate failure.

DBP awards are subject to malus during the deferral period, whilst cash bonuses are subject to clawback over the same period.

APSP awards are subject to malus over the vesting period and clawback over the holding period. In all cases, these timeframes

reflect the period over which the Company’s processes and systems are likely to uncover any of the potential trigger events listed

above. Where it is determined that malus and/or clawback should apply, the Remuneration Committee has full discretion to

determine the basis of application and the means by which the provisions will be implemented.

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 on identical terms in the Group’s SAYE scheme and, subject to

shareholder approval at the 2026 AGM, in the proposed SIP.

Component

and objective Operation Opportunity Performance measures

ALL-EMPLOYEE

SHARE PLANS

To encourage

widespread

ownership

of Norcros plc

by the wider

workforce

Executive Directors are entitled

to participate in the Group’s all-

employee share plans – a Save

As You Earn (SAYE) scheme

and a Share Incentive Plan (SIP)

– on the same terms as all other

eligible employees.

Maximum contribution limits

are set by legislation or by the

Committee within the limits set

out in the rules of each plan.

Participation levels apply equally

to all eligible participants.

n/a

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 200% 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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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 period, as

explained below.

Minimum

On target

Maximum

+50%

SPG

Minimum

On target

Maximum

+50%

SPG

Chief Executive Officer

100% £573k

£1,088k

£1,990k

£2,376k

53%

29%

24%

30% 17%

32%

27%

39%

49%

Chief Financial Officer

100% £398 k

£729k

£1,280k

£1,501k

55%

31%

26%

30% 15%

34%

29%

35%

45%

Fixed pay Annual bonus APSP

The potential opportunities illustrated are based on the current Remuneration Policy applied to base salaries at 1 April 2026.

For the annual bonus, the amounts illustrated are those potentially receivable in respect of performance for FY27. 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.

For illustrative purposes, the chart above assumes that James Eyre is a Director for the whole year. As a planned leaver, James

Eyre will not receive a 2026 APSP award.

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 maximum, 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. 125% of salary under the annual

bonus and full vesting of the APSP opportunity to be awarded in FY27.

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.

ALL-EMPLOYEE

SHARE PLANS

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 125% 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. Until a newly appointed Executive Director has

met their shareholding requirement, 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.

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 “buy out” 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.

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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 that 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 all-employee share plans 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.

APSP

Summary dismissal

Awards lapse. n/a

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Reason for cessation Calculation of vesting/payment Timing of payment/vesting

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 Remuneration Committee wrote to major shareholders to seek their views on the proposed changes to the policy and

on remuneration at Norcros more broadly, with the feedback received as part of this process used to finalise the proposals.

More generally, the Committee keeps Executive pay arrangements under regular review, to ensure they continue to reinforce

the Group’s long-term strategy and align Executive Director and shareholder interests. The Committee will continue to consult

shareholders before making any significant changes to the 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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The following section provides details of how our 2023 policy was implemented during FY26 and how our new policy, if approved

by shareholders, will be implemented in FY27.

FY26 comprises an accounting period of 53 weeks, and as a result of this, the exact year-end date was 5 April 2026. Unless

otherwise stated, disclosures in this Directors’ Remuneration Report have been prepared on an annualised basis for the Group’s

accounting reference period (ending 31 March 2026), to permit comparability with disclosures relating to prior financial periods.

Remuneration Committee membership in 2026

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

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 FY26. 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 114.

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 period. Attendance by individual members at meetings is detailed on page 95.

Main activities of the Committee during 2026

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 FY25;

• setting targets for the FY26 annual bonus;

• calibrating targets for, and granting of, 2025 APSP awards;

• reviewing developments in remuneration governance;

• undertaking a triennial review of the Remuneration Policy;

• reviewing and setting the fees payable to the Board Chair; and

• reviewing the pay policies and practices for the wider workforce.

For 2027, and assuming shareholders approve the revised Directors’ Remuneration Policy at the 2026 AGM, the Committee will

implement the revised policy in much the same manner as with the previous policy.

Advisors

During the year under review, the Committee sought independent advice from Ellason, 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 FY26, 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, support on the remuneration

policy review, Remuneration Report drafting support and general support to the Committee

throughout the year on remuneration-related matters.

£37,565

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 (AGM)

The following table shows the results of the advisory vote on the 2025 Annual Report on Remuneration at the 2025 AGM, and

the binding vote on the Remuneration Policy at the 2023 AGM:

Annual Report on

Remuneration

(2025 AGM)

Remuneration Policy

(2023 AGM)

Total number

of votes

% of

votes cast

Total number

of votes

% of

votes cast

For (including discretionary) 71,841,672 99.43% 70,719,065 96.69%

Against 413,171 0.57% 2,418,167 3.31%

Total votes cast (excluding withheld votes) 72,254,843 100.00% 73,137,232 100.00%

Votes withheld 11,250 6,808

Total votes (including withheld votes) 72,266,093 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 FY26, together with comparative

figures for the prior financial period (FY25). 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

FY26

FY25

FY26

FY25

Base salary

500,000 436,800 342,784 332,800

Taxable benefits

17,146 16,313 16,288 15,788

Annual bonus

306,250 236,746 216,382 180,378

Share-based payments

350,773 – 267,255 –

Post-employment benefit

40,000 34,944 27,423 26,624

SAYE

3,220 – – –

Total fixed 557,146 488,057 386,494 375,212

Total variable 660,243 236,746 483,638 180,378

Tota l 1,217,389 724,803 870,132 555,590

Base salaries for FY26 reflect the amounts disclosed and explained in last year’s Directors’ Remuneration Report.

Taxable benefits consist of £15,000 car allowance and private medical insurance.

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 “Incentive outcomes for FY26” overleaf for further details.

For FY26, the share-based payments value reflects the estimated value of APSP awards granted in July 2023, of which 42.4% will vest to Thomas Willcocks and James Eyre on

26 July 2026 (equivalent to 104,731 shares and 79,795 shares respectively). The reported values include the dividends expected to be accrued on these awards over the period from

grant to the expected vesting date (£3,473 and £2,646 respectively) and are estimated using the three-month average share price to 5 April 2026 of 331.6p. This will be trued up to

reflect the vest-date value of awards in next year’s Annual Report on Remuneration. For FY25, the share-based payments value of £nil reflects the value of APSP awards granted in

July 2022, which lapsed in full on 18 July 2025. James Eyre exercised 39,894 shares from previous schemes on 21 July 2025 with a value of £117,687.30.

Pension benefits comprise cash in lieu. See “Total pension entitlements” on page 133 for further details.

Embedded gain on grant of Save As You Earn Scheme grants made in the relevant year.

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Incentive outcomes for FY26 (audited information)

Annual bonus

The FY26 annual bonus was based 70% on underlying operating profit performance, 15% on Group cash conversion and 15%

on strategic objectives. The maximum annual bonus opportunity for the year was 100% of base salary for the Chief Executive

Officer and Chief Financial Officer. Details of the performance targets for the financial elements of the bonus, which were set for

the financial period of 53 weeks ended 5 April 2026, are as follows:

Underlying

profit target

£m

Payout

(% of max.)

FY26

outturn

£m

Bonus

(% of max.)

Maximum 50.2 70.0%

Target 48.0 35.0% £48.0m

50.0%

Threshold 45.8 17.5%

Cash

conversion

target

Payout

(% of max.)

FY26

outturn

Bonus

(% of max.)

Maximum 95% 15.0%

Target 90% 7.5% 116% 15.0%

Threshold 85% 3.8%

Target was set on a post-IFRS 16 basis; therefore, the FY26 outturn has been assessed on a similar basis.

As noted on page 116, the Committee considered the impact of the in-year acquisition of Fibo and approved revisions to the

original financial target ranges to reflect forecast incremental performance, with the overarching principle that participants

should be no better or worse off as a result of the acquisition.

The remaining 15% of the bonus was linked to strategic objectives set at the start of the year, comprising three equally weighted

collective goals and one individual goal per Executive Director.

The Committee assessed two collective objectives (M&A pipeline and Great Place to Work certification) as fully met, while

the B2B bathroom reorganisation was partially met due to timing. Individually, Thomas Willcocks partially achieved his talent

management objective, and James Eyre fully achieved his working capital objective. Overall, this resulted in outcomes of 11.3% for

Thomas and 13.1% for James (out of a possible 15%).

Overall, the Committee calculated formulaic annual bonus payouts for the Chief Executive Officer and Chief Financial Officer

of 61.3% and 63.1% respectively of maximum. 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 FY26.

2023 APSP awards vesting

Effective July 2023, APSP awards were granted to Thomas Willcocks (247,058 shares) and James Eyre (188,235 shares). Vesting

of these awards was based on Norcros’ aggregate diluted underlying EPS over three financial periods ending FY26. Based

on performance over the performance period, against the targets originally set, the Committee has determined that these

awards will vest at 42.4% on 26 July 2026, 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 98.7p 25%

Maximum 105.6p 100% 100.3p 42.4%

Scheme interests awarded in FY26 (audited information)

2025 DBP

During the period under review, the following DBP awards were made to Thomas Willcocks and James Eyre (relating to the

annual bonus earned for performance in FY25).

Thomas Willcocks James Eyre

Basis of award 50% of earned bonus 50% of earned bonus

Grant date 23 July 2025 23 July 2025

Number of nil-cost options granted 41,244 31,424

Grant price (p) 287.0 287.0

Grant-date face value (£) 118,370 90,189

Normal vesting date 23 July 2028 23 July 2028

Performance conditions None None

Grant price is the closing price on the date preceding grant.

2025 APSP

During the period under review, the following APSP awards were granted to the Executive Directors:

Thomas Willcocks James Eyre

Basis of award 150% of base salary 125% of base salary

Grant date 23 July 2025 23 July 2025

Number of nil-cost options granted 261,324 149,296

Grant price (p) 287.0 287.0

Grant-date face value (£) 750,000 428,480

Normal vesting date 23 July 2028 23 July 2028

Performance period FY26–FY28 FY26–FY28

Performance conditions See below See below

Holding period 23 July 2028–23 July 2030 23 July 2028–23 July 2030

Performance conditions:

EPS Relative TSR

Weighting on performance measure 60% 40%

Maximum vest (100% of element) 43.1p Upper quartile

Threshold vest (25% of element) 36.4p Median

Details Based on underlying diluted EPS for

FY28. Subject to discretionary assessment

of quality of earnings

Measured relative to companies comprising

the consumer and industrials segments of

the FTSE SmallCap index

Note: no vesting below Threshold; straight-line vesting between Threshold and Maximum

Grant price is the closing price on the date preceding grant.

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 an annual taxable pension allowance of £40,000 (FY25: £34,944) with no

amounts paid directly into a pension scheme (FY25: £nil). James Eyre elected to take an annual taxable pension allowance in the

year of £27,423 (FY25: £26,624) with no amounts paid directly into a pension scheme (FY25: £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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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 FY26 and the

prior year:

Total fee

FY26

FY25

Steve Good 159,984 155,324

Alison Littley 74,062 63,199

Stefan Allanson 64,062 59,986

Rebecca DeNiro 54,062 39,366

Payments to past Directors (audited information)

No payments were made to past Directors during FY26. 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. The award

lapsed in full at the end of the performance period, being 19 July 2025.

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 below shows the annual percentage change in remuneration from FY21 to FY26 for each individual who served as a

Director during FY26, 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

Benefits Bonus

FY: 2026 2025 2024 2023 2022 2026 2025 2024 2023 2022 2026 2025 2024 2023 2022

Executive Directors

Thomas Willcocks

14.5% 4.0% n/a n/a n/a 5.1% 0.7% n/a n/a n/a 29.4% n/a n/a n/a n/a

James Eyre 3.0% 4.0% 10.3% 11.1% n/a 3.2% 0.4% 23.6% 0.1% n/a 20.0% n/a (100%) (64.2%) n/a

Non-executive Directors

Alison Littley 17.2% 5.3% 7.1% 17.5% 8.4% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

Stefan Allanson 6.8% 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

Rebecca DeNiro

3.0% 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

3.0% 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

Average of other

employees

(4.6%) 7.5% 14.0% 2.8% 13.0% 10.6% 10.8% (11.0%) (8.6%) 4.0% (15.0%) 25.9% 55.0% (27.0%) (18.8%)

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 FY26, 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 Reports and Accounts.

Thomas Willcocks was appointed as Chief Executive Officer on 1 April 2023, therefore the previous annual percentage changes in remuneration are not applicable. His salary was

originally set at a discount to his predecessor, with the intention to increase this over time to an appropriately competitive level commensurate of his performance and contribution.

Rebecca DeNiro joined the Board on 1 July 2024, the percentage change for FY26 was based on an annualised fee for FY25.

Steve Good was appointed Chair on 1 July 2023 and became Board Chair on 26 July 2023. The prior year 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 FY24.

The average of other employees saw a reduction due to restructuring in certain divisions in the 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.

FY26

£m

FY25

£m % change

Dividends (i.e. total payments made in year) 9.5 9.2 3.3%

Dividend per share (i.e. total dividend per share in pence in respect of year) 11.5p 10.4p 10.6%

Total staff costs

76.1 71.1 7.0%

Total staff costs have increased with the acquisition of Fibo, offset by the discontinuation of Johnson Tiles SA. The figures presented above align with the actual position reported in

the financial statements.

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 131), 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

FY26 Option B 1:43.8 1:39.0 1:19.5

FY25 Option B 1:29.1 1:24.8 1:12.6

FY24 Option B 1:24.0 1:17.5 1:14.0

FY23 Option B 1:49.7 1:41.2 1:28.2

FY22 Option B 1:37.6 1:35.4 1:20.3

FY21 Option B 1:36.2 1:30.5 1:19.9

CEO pay

P25 pay

P50 pay

P75 pay

FY26 Total remuneration 1,217,389 26,911 30,194 60,445

Base salary 500,000 23,803 28,471 50,000

FY25 Total remuneration 724,803 24,917 29,191 57,478

Base salary 436,800 22,308 27,115 46,122

FY24 Total remuneration 551,121 22,951 31,500 39,326

Base salary 420,000 21,684 30,000 37,100

FY23 Total remuneration 1,125,035 22,641 27,293 39,947

Base salary 476,000 21,372 25,994 38,045

FY22 Total remuneration 865,789 23,025 24,450 42,720

Base salary 388,470 21,000 23,000 38,150

FY21 Total remuneration 815,581 22,505 26,772 41,080

Base salary 358,297 22,500 26,772 40,600

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 FY26 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 Chief Executive Officer’s remuneration year on

year, which comprise a higher percentage of the total package than for the employees at P25, P50 and P75.

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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 2016)

Construction & Materials Index

Norcros

100

150

200

250

300

350

31 March

2026

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

The table below details the Group Chief Executive’s single figure of remuneration over the same period:

CEO single figure of remuneration (£000)

FY:

Incumbent

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

2026

Thomas

Willcocks

Total remuneration £1,025,158 £971,710 £970,860 £561,776 £815,581 £865,789 £1,125,035 £551,121 £724,803 £1,217,389

Annual bonus (as a %

of max. opportunity) 68% 50% 61% – 100% 100% 32% – 54.2% 61.3%

APSP vesting (as a %

of max. opportunity) 100% 100% 58% 26% – – 99% 49% – 42.4%

Implementation of Executive Director Remuneration Policy for FY27

The Remuneration Committee conducted a thorough review of Executive Directors’ remuneration, effective 1 April 2026. The

results of this review are as follows:

Base salary

The Committee resolved to award an inflationary salary increase of 3% (below the wider UK workforce average of 4%) to

Thomas Willcocks and James Eyre. Effective 1 April 2026, their salaries are £515,000 and £353,068 respectively.

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

If the proposed policy is approved by shareholders, the annual bonus opportunity for FY27 will increase from 100% to 125%

of salary for both Executive Directors. Bonus outcomes for the year will continue to be based on a combination of operating

profit, cash conversion and strategic objectives which for FY27 will be linked to strategy execution, employee engagement and

talent development. These measures will be weighted 75% on underlying operating profit, 25% on cash conversion and 25%

on strategic objectives for Thomas Willcocks. For James Eyre, 25% of the bonus opportunity will be based on specific strategic

projects, reflecting the importance of his contribution in this area as well as supporting the transition of his responsibilities

in 2026. The remainder of James’ bonus opportunity will be split between operating profit and cash conversion on the same

ratio as applies to Thomas and other participants. 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.

APSP

During FY27, the Chief Executive Officer will be granted an award under the APSP of 150% of salary. Vesting of this award will be

based 60% on EPS growth and 40% on TSR relative to a cohort of companies comprising the consumer and industrials segments

of the FTSE SmallCap index. EPS targets will 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 three financial periods ending FY29. 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.

The Chief Financial Officer will not receive a 2026 APSP award, reflecting his stepping down from the Board in June.

All-employee schemes

Executive Directors will be able to participate in any all-employee scheme offered to all employees, on identical terms.

Implementation of Non-executive Director Remuneration Policy for FY27

The Committee reviewed the Board Chair’s fee and following a benchmarking exercise resolved to increase the fee to £185,000,

to better reflect the time commitment of the role. The Board Chair and the Executive Directors reviewed Non-executive Director

fees and resolved to award an inflationary increase of 3% for FY27 (which is below the wider workforce average), as set

out below:

Non-executive Director

Fee from

1 April

2026

Fee from

1 April 2025

Board Chair (determined by the Committee) £185,000 £159,983

Non-executive Director £55,684 £54,062

Additional fee for acting as Senior Independent Director £10,300 £10,000

Additional fee for chairing Audit and Risk or Remuneration Committees £10,300 £10,000

Executive Director shareholdings (audited information)

The table below shows the shareholding of each Executive Director and their respective shareholding requirement as at the end

of FY26:

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 101,181 – 725,836 48,317 100% 58% Building

James Eyre 109,010 – 496,007 72,130 100% 92% Building

Current shareholding is based on shares owned outright and valued using the average share price over FY26 of 288.7p.

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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

under

option

end of

FY25

Granted

in FY26

Vested

in FY26

Exercised

in FY26

Lapsed

in FY26

under

option

end of

FY26

Thomas

Willcocks

DBP

23.07.25 23.07.28 23.07.35 – – 41,244 – – – 41,244

Total – 41,244 – – – 41,244

APSP

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

23.07.25 23.07.28 23.07.35 – – 261,324 – – – 261,324

Total 550,521 261,324 – – (86,009) 725,836

SAY E

19.12.25 01.03.29 01.09.29 258p – 7,073 – – – 7,073

Total – 7,073 – – – 7,073

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

23.07.25 23.07.28 23.07.35 – – 31,424 – – – 31,424

Total 67,444 31,424 – (39,894) – 58,974

APSP

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

23.07.25 23.07.28 23.07.35 – – 149,296 – – – 149,296

Total 479,738 149,296 – – (133,027) 496,007

SAY E

22.12.23 01.02.27 01.08.27 141p 13,156 – – – – 13,156

Total 13,156 – – – – 13,156

19.07.22 award 26.07.23 award 24.07.24 award 23.07.25 award

Performance % vesting

Three-year

aggregate EPS

(100%)

Three-year

aggregate EPS

(100%)

FY27 EPS

(100%)

FY28 EPS

(60%)

Threshold 25% 126.4p 98.7p 36.1p 36.4p

Maximum 100% 144.3p 105.6p 42.7p 43.1p

Relative TSR ranking

(40%)

Threshold 25% Median

Maximum 100% Upper Quartile

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 the end of FY26 was 3.0% for the all-schemes limit and 0.8% for Executive schemes.

Statement of Directors’ shareholding and share interests (audited information)

Director

End of

FY26

Ordinary

End of FY25

Ordinary

Steve Good 80,000 60,000

Thomas Willcocks 101,181 90,001

James Eyre 129,799 108,656

Alison Littley – –

Stefan Allanson 22,342 21,943

Rebecca DeNiro – –

Includes shares held by connected persons.

This report was approved by the Board of Directors on 10 June 2026 and signed on its behalf by:

ALISON LITTLEY

Chair of the Remuneration Committee

10 June 2026

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The Directors present their Annual Report and the audited consolidated

financial statements for the 53 weeks ended 5 April 2026.

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 design, source and

service of mid-premium bathroom and kitchen products with

market-leading brands in Europe and South Africa.

Accounting reference date

The Company has adopted an accounting period of 53 weeks

for the financial year under review, which commenced on

31 March 2025 and concluded on 5 April 2026. All references

to the financial year therefore relate to this 53-week period.

The previous accounting period was 52 weeks, beginning on

1 April 2024 and ending on 30 March 2025.

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 16 to 89. Key performance indicators are shown on

pages 38 and 39.

The Directors recommend a final dividend for the 53 weeks

ended 5 April 2026 of 7.6p (2025: 6.9p). This follows the

decision to pay an interim dividend earlier in the year of 3.7p

(2025: 3.5p).

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 600,000 shares during the year

(2025: 25,000). At the Company’s 2025 Annual General

Meeting, the shareholders authorised the Company to make

market purchases of up to 8,981,898 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, including disabled employees, are contained

on page 88. Details of how the Group fosters good business

relations with its suppliers and other business partners are

contained on pages 82 to 87. 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 92 and 93 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

Thomas Willcocks Chief Executive Officer

James Eyre Chief Financial Officer

The interests of the Directors in the shares of the Company at

5 April 2026 and 30 March 2025 are shown on page 139.

Compliance with UK Listing Rules

on diversity

The Company’s compliance with UK 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 110 to 113.

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 5 April 2026

J O Hambro Capital Management Ltd 10.07

FIL Ltd 9.95

Canaccord Genuity Group Inc 8.75

FMR LLC 5.08

River Global Investors LLP 4.98

Premier Miton Group 4.80

SVM Asset Management 4.80

M&G plc 4.29

Artemis Fund Managers 4.04

Gresham House Asset Management Ltd 3.11

Since the year end, total shares in issue increased to 90,145,513.

Otherwise, there have been no changes between the year end

and 9 June 2026, the nearest practical date to the preparation

of this report. These figures represent notifications as received

by the Company and have not been verified.

Energy and greenhouse gas

emissions reporting

The Board has included emissions data in its SECR Statement

on pages 68 and 69 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

e) to the total revenue of the Group (£393.4m)

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 (2025: £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 100 to 103. 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 70 to 80 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.

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 139.

There are no significant agreements to which the Company

is a party that 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 and amended December 2025

in respect of the £150.0m unsecured revolving credit facility

and the £75.0m accordion facility, which contain mandatory

prepayment provisions on a change of control.

There are no provisions within Directors’ employment

contracts that allow for specific termination payments upon a

change of control.

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

140

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

141

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;

• make judgements and accounting estimates that are

reasonable and prudent;

• 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;

• 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

Company; 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

10 June 2026

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 reappoint 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 22 July 2026 at Addleshaw Goddard

LLP, One St. Peter’s Square, Manchester M2 3DE. 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

10 June 2026

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142

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

143

CORPORATE GOVERNANCECORPORATE GOVERNANCE

STATEMENT OF DIRECTORS’

RESPONSIBILITIES

DIRECTORS’ REPORT

CONTINUED

Independent Auditor’s Report 146

Consolidated Income Statement 157

Consolidated Statement of

Comprehensive Income

157

Consolidated Balance Sheet 158

Consolidated Cash Flow Statement 159

Consolidated Statement of Changes

in Equity

160

Notes to the Group Accounts 161

Parent Company Balance Sheet 200

Parent Company Statement of

Changes in Equity

201

Notes to the Parent Company

Accounts

202

FINANCIAL

STATEMENTS

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145

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

144

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF NORCROS PLC

Report on the audit of

the financial statements

Opinion

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 5 April 2026 and of the Group’s profit and the Parent

Company’s loss and the Group’s cash flows 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 the 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 5 April 2026 which comprise of the following:

Group Parent Company

Consolidated income

statement

Consolidated statement of

comprehensive income

Consolidated balance sheet

Parent Company

balance sheet

Consolidated cash flow

statement

Parent Company statement of

changes in equity

Consolidated statement of

changes in equity

Notes 1 to 33 to the

Group Accounts

Notes 1 to 11 to the Parent

Company Accounts

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. 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.

Independence

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 the FRC’s Ethical Standard

were not provided to the Group and the Parent Company

and we remain independent of the Group and the Parent

Company in conducting our audit.

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 and evaluated management’s assessment

supporting the Directors’ conclusions on going concern,

including consideration of the underlying assumptions and

key judgements applied;

• We challenged the rationale for the assumptions used

within the forecasts, drawing on our understanding of

the Group’s operations, the sector in which it operates

and external market data, including competitor and peer

analysis;

• We considered the appropriateness of management’s

forecasts by testing their mechanical accuracy, evaluating

historical forecasting accuracy and considering the extent

and appropriateness of downside and sensitivity analyses

prepared by management;

• We obtained an understanding of the Group’s financing

arrangements by reviewing relevant agreements, including

the nature of the facilities, applicable 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 adequacy of the appropriateness of

the going concern disclosures and assessed whether the

disclosures were consistent with the Directors’ assessment

and the underlying 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. However, because

not all future events or conditions can be predicted, this statement is not a guarantee as to the Group and the Parent Company’s

ability to continue as a going concern.

In relation to the Group’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 in preparing the financial statements.

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

2026 2025

Valuation of pension scheme liabilities

Impairment of goodwill

Disposal Accounting for Johnson Tiles UK

Strategic review of Johnson Tiles South Africa (‘JTSA’ )

Acquisition accounting for Fibo Holding AS (‘Fibo’)

Valuation of pension scheme liabilities is no longer considered a KAM in the current year. This is due

to our increased understanding developed over previous audit periods, together with the absence of

misstatements identified in both the prior and current year.

Disposal accounting for Johnson Tiles UK is no longer considered a KAM in the current year, as the

transaction for the disposal of this division was completed in the prior year.

MATERIALITY

Group financial statements as a whole

£1.45m (2025: £1.75m) based on 5% (2025: 5%) of Profit before tax adjusted for non-recurring costs

including the costs related to the Fibo acquisition and JTSA restructure, 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. 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, South

Africa and Norway (as a result of the current year acquisition

of Fibo). In the UK and Ireland, Norcros plc operates under

six separate divisions: Triton, Grant Westfield, Merlyn, VADO,

Croydex, and Abode. In South Africa there are four separate

divisions: Johnson Tiles South Africa (JTSA), Tiles Adhesives

Limited (TAL), House of Plumbing (HOP) and Tiles Africa

(TAF). In Norway, there are three separate divisions: Fibo AS,

Fibo AB and Fibo UK.

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,

Fibo UK, Croydex and Abode.

• The Grant Westfield component was a full scope

component and was subject to a full scope audit

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.

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

146

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

147

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

• The Fibo AS component was a full scope component

and was subject to a full scope audit performed by a

component auditor in Norway.

• 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.

Procedures performed at the

component level

We performed procedures to respond to group risks of

material misstatement at the component level that included

the following:

• For the purpose of our group audit, the group consisted of

ten components in total. These were comprised of twelve

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 and the Norway

component which consisted of five legal entities.

• The following components are included within one legal

entity: Triton, Vado, Croydex and Abode. The remaining

components, Grant Westfield and Merlyn, make up the

remaining legal entities.

• Full scope audit procedures were performed on the entire

financial information of the Parent Company, Triton, Grant

Westfield, Merlyn, Fibo AS and the South Africa division.

• Specific audit procedures were performed on one or more

classes of transactions, account balances or disclosures

on the following components: Fibo UK, Vado, Croydex

and Abode.

Procedures performed centrally

Within the group, we considered there to be a high degree

of centralisation of financial reporting 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 audit testing

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. The group audit team visited 7 out

of a total of 10 locations which included full site visits to the

Parent Company’s head office, Triton, Merlyn, Grant Westfield,

Fibo AS, Fibo UK and South Africa. Our teams conducted

audit procedures in Norcros plc’s locations in the UK, Ireland,

Norway and South Africa.

In addition, our teams also worked remotely, holding regular

calls and video conferences with the other component teams,

and with digital information obtained from Norcros plc.

Changes from the prior year

The changes in group audit scope from the prior year audit

are as follows:

• Inclusion of Fibo AS as a full scope audit component,

performed by a component auditor in Norway.

• Inclusion of Fibo UK for specified audit procedures on

revenue recognition and journals testing.

• Removal of Johnson Tiles UK as a limited scope component

for the group audit, due to its disposal in the prior year.

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 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.

How Climate change affected the

scope of our audit

The Group has determined that climate change does not

currently have a material impact on its operations. Our work

on the assessment of potential impacts of 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 54

to 67 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.

The management disclosures are on page 88 included as

Statutory Other Information. Our responsibilities in relation

to these disclosures are described in the relevant section of

this report and our procedures on these disclosures therefore

consisted solely of considering whether they are materially

inconsistent with the financial statements or our knowledge

obtained from the audit or otherwise appear to be materially

misstated.

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 responded to the risk

IMPAIRMENT OF

GOODWILL

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. 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 audit procedures in this area:

• Obtaining an understanding of the processes and controls

related to the impairment of goodwill and intangible assets.

• We obtained management’s impairment model and

challenged the key assumptions applied, including the

identification and allocation of cash generating units

(CGUs), forecast cash flows, discount rates and long-term

growth rates.

• With the support of our internal valuation specialists, we

evaluated the appropriateness of the valuation methodology

and assessed the reasonableness of the discount rates

applied, given the sensitivity of this assumption.

• We challenged the sensitivity analysis prepared by

management, and where necessary, we performed

additional independent sensitivity testing to evaluate the

impact of reasonably possible changes in key assumptions.

• We assessed the adequacy of the disclosures in the financial

statements, including compliance with the requirements of

IAS 36, and considered whether the disclosures appropriately

reflect the key judgements, assumptions and sensitivities

underpinning the impairment assessment.

Key observations:

Based on the procedures performed, we did not identify

any matters to suggest that the assumptions applied within

the impairment assessment were inappropriate or outside a

reasonable range.

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF NORCROS PLC

CONTINUED

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148

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149

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

Key audit matter How the scope of our audit responded to the risk

STRATEGIC

REVIEW OF

JOHNSON TILES

SOUTH AFRICA

(‘JTSA’)

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 32 Disposal

of Johnson Tiles

SA (Discontinued

Operations).

Following a strategic review by

the board, in June 2025, the

Group announced a restructure

of Johnson Tiles South Africa

(JTSA). This resulted in the

closure of the manufacturing

plant during June 2025 and

JTSA ceasing to trade during

March 2026.

The restructure led to material

costs linked to the closure of

the manufacturing plant such

as decommissioning, fixed asset

write-offs, inventory write-downs

and redundancies which are

classified as non-underlying

expenses.

Due to the one-off nature of the

transaction and the judgements

and assumptions made in

determining the balances

above, there is a risk of incorrect

accounting treatment and

presentation of the trading

performance of JTSA under

IFRS 5 ‘Non-current Assets

Held for Sale and Discontinued

Operations’ and, there is a

risk of incorrect classification

of associated non-underlying

costs.

We therefore consider this to be

a significant audit risk and a key

audit matter.

We performed the following audit procedures in this area:

• We evaluated the design and implementation of key

controls relevant to the restructuring process and

financial reporting of discontinued operations.

• We obtained and reviewed board minutes and other

communications in the year (including those to plant

employees and JTSA customers) to confirm the transaction

executed was consistent with that approved by those

charged with governance.

• We reviewed management’s assessment and supporting

documentation relating to the restructure and cessation

of trade.

• We tested the costs associated to the closure of the plant

to ensure these were accurately recorded, appropriately

supported by evidence and correctly classified in the

income statement.

• We challenged management on any estimates or

judgements made in the presentation and classification

of JTSA trade as discontinued operations under IFRS 5.

• We recalculated the reported loss for the period relating

to JTSA to ensure it was accurately determined and

appropriately allocated between continuing group results

and discontinued results for JTSA.

• We challenged management on whether any intercompany

profit exists in transactions related to the sale of any JTSA

inventory to other subsidiaries within the group during the

period and in the closing balance of inventory at year-end.

• We assessed the completeness and appropriateness

of provisions and liabilities recognised in respect of

the restructuring including those arising from closure

activities.

• We challenged management on the inventory valuation

at year end of any remaining JTSA inventory considering

the business has ceased manufacture. We tested the

inventory provision through sampled items to ensure the

inventory was held at the lower of cost or net realisable

value at year-end.

• We reviewed the financial statements disclosures in this

area and ensured they are aligned with IFRS 5 “Non-

current Assets Held for Sale and Discontinued Operations”.

Key observations:

Based on the audit procedures performed, we did not

identify any matters to suggest that the assumptions used

in the accounting and presentation of this restructure was

inappropriate.

Key audit matter How the scope of our audit responded to the risk

ACQUISITION

ACCOUNTING

FOR FIBO

HOLDING AS

(‘FIBO’)

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 33 Business

Combination.

On 13 October 2025, the group

completed the acquisition of

Fibo for £11.5m.

IFRS 3 – Business Combinations,

requires the Group to apply

acquisition accounting when

relevant conditions are met

and recognise identifiable

assets acquired separately from

goodwill.

The purchase price allocation

is subject to a number of

estimates and judgements

which can increase the level of

risk due to error or manipulation.

Therefore, several areas are

considered to contain risk with

respect to this one-off material

transaction such as:

• Identification and valuation

of identifiable assets.

• Any material fair value

adjustments on the assets

and liabilities recognised as

at acquisition date to ensure

appropriate valuations are

recorded at year end.

• Evaluation of the

consideration paid by the

group to ensure appropriate

balances are recognised as

at year end and correctly

accounted for.

We therefore consider this to be

a significant audit risk and a key

audit matter.

We performed the following audit procedures in this area:

• We evaluated the design and implementation of key

controls relevant to the acquisition accounting.

• We obtained and reviewed the signed share purchase

agreement, to assess the terms of the transaction,

including the nature and timing of the consideration

received.

• We reviewed Board minutes and supporting governance

documentation to confirm that the transaction executed

was consistent with that approved by those charged with

governance.

• We evaluated management’s accounting paper

prepared in respect of the acquisition to understand the

key judgements and estimates applied, and to assess

whether the accounting treatment and disclosures were

in accordance with IFRS 3, Business Combinations.

• We tested key fair value adjustments recognised on

acquisition including agreeing material balances

within the acquisition balance sheet to underlying

supporting documentation to assess whether they were

appropriately valued.

• We tested purchase consideration paid for the

acquisition of Fibo to the signed share purchased

agreement and bank payments. Other costs to purchase

(e.g. commissions, legal and other transaction fees) were

tested to supporting documentation.

• We engaged our internal valuation expert to

independently review and challenge management’s

external third-party expert in relation to the purchase

price allocation, assessing whether the fair value

adjustments and identification and valuation of

identifiable assets were appropriate. We also assessed

management expert’s experience, qualifications,

competency and independence.

• We have reviewed the adequacy and completeness

of disclosures in the financial statements to ensure

compliance with IFRS 3, Business Combinations including

the transparency of key judgements, estimates and

valuation assumptions.

Key observations:

Based on the audit procedures performed, we did not

identify any matters to suggest that the assumptions

and judgements used by management in the acquisition

accounting of Fibo are unreasonable.

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF NORCROS PLC

CONTINUED

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

150

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

151

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

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

2026

£m

2025

£m

2026

£m

2025

£m

MATERIALITY

1.45 1.75 1.16 0.19

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 1% of total

assets in the Parent

Company, then capped at

80% of Group materiality

taking account of the

aggregation risk.

Set based on 10% 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 on an

asset-based materiality,

considered appropriate

for the Parent Company

as this is a holding

company with limited

transactions.

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.

PERFORMANCE

MATERIALITY

£1.09m £1.23m £0.87m £0.13m

BASIS FOR

DETERMINING

PERFORMANCE

MATERIALITY

75%, 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.

75%, 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.

RATIONALE

FOR THE

PERCENTAGE

APPLIED FOR

PERFORMANCE

MATERIALITY

We considered that using

this basis for determining

performance materiality

was most appropriate

based on the complexity

of the group and diversity

of its’ operations, the

aggregation effect on the

planned nature of testing,

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 complexity

of the group and diversity

of its’ operations, the

aggregation effect on the

planned nature of testing,

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,

apart from the Parent Company whose materiality and

performance materiality are set out above, based on a

percentage of between 20% and 55% (2025: 25% and 50%

) of Group performance materiality dependent on a number

of factors such as our assessment of the risk of material

misstatement in these components. Component performance

materiality across all components was £72,500 (2025: ranged

from £0.19m to £0.55m).

Reporting threshold

We agreed with the Audit and Risk Committee that we would

report to them all individual audit differences in excess of

£72,500 (2025: £41,000). 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

‘Annual Report and Accounts 2026’ 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.

Corporate governance statement

The UK Listing Rules sourcebook requires 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 141;

• 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 81; 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 81.

OTHER CODE

PROVISIONS

• Directors’ statement on fair, balanced and understandable set out on page 105;

• Board’s confirmation that it has carried out a robust assessment of the emerging and principal

risks set out on page 72;

• The section of the annual report that describes the review of effectiveness of risk management

and internal control systems set out on page 102; and

• The section describing the work of the audit and risk committee set out on page 104.

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF NORCROS PLC

CONTINUED

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

152

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

153

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

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, the information about

the Parent Company’s corporate governance code and practices, and about its administrative,

management and supervisory bodies and their committees comply 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 Directors’ responsibilities

statement, 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.

However, the primary responsibility for the prevention

and detection of fraud rests with both those charged with

governance of the Parent Company and management.

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 across UK, Europe and

South Africa to be Health and Safety Act, Environmental &

Waste Management Act, Data Protection Act, Employment

Rights Act, Labour Relations Act and the Bribery Act.

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.

• 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.

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF NORCROS PLC

CONTINUED

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

154

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

155

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

		2026	2025*
	Notes	£m	£m
Continuing operations
Revenue	2	393.4	355.8
Underlying operating profit		48.0	44.5
IAS 19R administrative expenses	24	(2.8)	(1.8)
Acquisition and disposal related costs	5	(13.1)	(25.4)
Exceptional operating items	5	(9.9)	(7.7)
Operating profit		22.2	9.6
Finance costs	6	(7.7)	(7.1)
IAS 19R finance credit	24	0.4	0.8
Profit before taxation		14.9	3.3
Taxation	7	(4.7)	1.1
Profit for the year from continuing operations		10.2	4.4
Loss for the year from discontinued operations	32	(9.9)	(0.9)
Profit for the year attributable to equity holders of the Company		0.3	3.5
Earnings per share attributable to equity holders of the Company
Basic earnings per share:
From continuing operations	9	11.4p	4.9p
From discontinued operations	9	(11.1p)	(1.0p)
From profit for the year	9	0.3p	3.9p
Diluted earnings per share:
From continuing operations	9	11.3p	4.9p
From discontinued operations	9	(11.0p)	(1.0p)
From profit for the year	9	0.3p	3.9p
Weighted average number of shares for basic earnings per share (m)	9	89.0	89.5
Alternative performance measures
Underlying profit before taxation (£m)	8	40.9	37.8
Underlying earnings (£m)	8	32.3	30.1
Basic underlying earnings per share	9	36.3p	33.6p
Diluted underlying earnings per share	9	35.8p	33.4p

* The prior period comparatives have been restated where required to reflect discontinued operations.

		2026	2025
	Notes	£m	£m
Profit for the year		0.3	3.5
Other comprehensive income and expense:
Items that will not subsequently be reclassified to the Income Statement
Actuarial losses on retirement benefit obligations	24	(7.1)	(8.9)
Items that may be subsequently reclassified to the Income Statement
Cash flow hedges – fair value gain in year	21	1.6	0.1
Foreign currency translation of foreign operations		5.1	0.3
Other comprehensive expense for the year		(0.4)	(8.5)
Total comprehensive result for the year attributable to equity holders of the Company		(0.1)	(5.0)

Items in this statement are disclosed net of tax.

CONSOLIDATED INCOME STATEMENT

53 weeks ended 5 April 2026

CONSOLIDATED STATEMENT OF

COMPREHENSIVE INCOME

53 weeks ended 5 April 2026

Based on our risk assessment, we considered the area’s most

susceptible to fraud to be posting of inappropriate journal

areas entries in the key revenue streams and management

bias in accounting estimates.

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,

restructure of JTSA in the year, acquisition accounting for

Fibo, customer rebates and promotional support accruals

and the presentation of the financial statements including

the classification of exceptional items;

• 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;

• 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.

Other matters which we are required

to address

We were appointed by the Audit and Risk Committee on

30 July 2020 to audit the financial statements for the period

ended 31 March 2021.

Our total uninterrupted period of engagement is 6 years,

covering the periods ended 31 March 2021 to 5 April 2026.

Our audit opinion is consistent with the additional report to

the Audit and Risk Committee.

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.

In due course, as required by the Financial Conduct Authority

Disclosure Guidance and Transparency Rule 4.1.15R - 4.1.18R,

these financial statements will form part of the Electronic

Format Annual Financial Report filed on the National Storage

Mechanism of the FCA in accordance with DTR 4.1.15R – DTR

4.1.18R. This auditor’s report provides no assurance over

whether the Electronic Format Annual Financial Report has

been prepared in compliance with DTR 4.1.15R – DTR 4.1.18R.

LAURIE HANNANT (SENIOR STATUTORY AUDITOR)

For and on behalf of BDO LLP, Statutory Auditor

Nottingham, UK

10 June 2026

BDO LLP is a limited liability partnership registered in England

and Wales (with registered number OC305127).

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF NORCROS PLC

CONTINUED

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

156

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

157

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

		2026	2025
	Notes	£m	£m
Non-current assets
Goodwill	11	103.2	10 7.4
Intangible assets	12	84.6	46.1
Property, plant and equipment	13	22.8	21.8
Deferred tax asset	22	3.8	1.4
Pension scheme asset	24	0.4	6.8
Right-of-use assets	14	26.9	16.7
		24 1.7	200.2
Current assets
Inventories	15	87.5	88.2
Trade and other receivables	16	79.3	71.7
Current tax assets		3.1	1.5
Cash and cash equivalents	17	32.2	22.7
Derivative financial instruments	21	0.8	–
Asset held for sale	13	–	3.7
		20 2.9	187.8
Current liabilities
Trade and other payables	18	(92.6)	(86.7)
Lease liabilities	19	(8.2)	(6.5)
Current tax liabilities		(2.9)	(1.0)
Derivative financial instruments	21	–	(0.5)
Provisions	23	(2.2)	(0.5)
		(105.9)	(95.2)
Net current assets		97.0	92.6
Total assets less current liabilities		338.7	292.8
Non-current liabilities
Financial liabilities – borrowings	20	(98.0)	(5 9.5)
Lease liabilities	19	(22.7)	(14.1)
Deferred tax liabilities	22	(18.2)	(10.0)
Other non-current liabilities	26	(0.5)	(0.2)
Provisions	23	(1.2)	(1.1)
		(140.6)	(84.9)
Net assets		198.1	207.9
Financed by:
Share capital	25	9.0	8.9
Share premium		47.6	4 7.6
Retained earnings and other reserves		141.5	151.4
Total equity		198.1	207.9

The financial statements of Norcros plc, registered number 3691883, on pages 157 to 199, were authorised for issue on

10 June 2026 and signed on behalf of the Board by:

THOMAS WILLCOCKS JAMES EYRE

Chief Executive Officer Chief Financial Officer

		2026	2025
	Notes	£m	£m
Cash generated from operations	27	42.9	28.3
Income taxes paid		(2.9)	(3.4)
Interest paid		(7.7)	(6.4)
Net cash generated from operating activities		3 2.3	18.5
Cash flows from investing activities
Proceeds from sale of property		4.6	3.5
Purchase of property, plant and equipment and intangible assets		(6.8)	(6.9)
Acquisition of subsidiary undertakings net of cash acquired		(1.9)	–
Net cash used in investing activities		(4.1)	(3.4)
Cash flows from financing activities
Purchase of treasury shares		(1.7)	(0.1)
Costs of raising debt finance		(1.1)	–
Principal element of lease payments		(6.0)	(5.1)
Drawdown of borrowings		59.0	21.0
Repayment of borrowings		(20.0)	(30.0)
Repayment of subsidiary borrowings		(39.8)	–
Dividends paid to the Company’s shareholders	28	(9.5)	(9.2)
Net cash used in financing activities		(19.1)	(23.4)
Net increase/(decrease) in cash and cash equivalents		9.1	(8.3)
Cash and cash equivalents at the beginning of the year		22.7	30.8
Exchange movements on cash and cash equivalents		0.4	0.2
Cash and cash equivalents at the end of the year		32.2	22.7

CONSOLIDATED CASH FLOW STATEMENT

53 weeks ended 5 April 2026

CONSOLIDATED BALANCE SHEET

At 5 April 2026

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

158

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

159

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

	Ordinary
	share	Share	Treasury	Hedging	Translation	Retained	Total
	capital	premium	reserve	reserve	reserve	earnings	equity
	£m	£m	£m	£m	£m	£m	£m
At 1 April 2024	8.9	4 7.6	0.2	(0.4)	(26.4)	19 2.5	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 30 March 2025	8.9	4 7.6	0.7	(0.3)	(26.1)	177.1	20 7.9
Comprehensive income:
Profit for the year	–	–	–	–	–	0.3	0.3
Other comprehensive expense:
Actuarial loss on retirement benefit
obligations	–	–	–	–	–	(7.1)	(7.1)
Fair value gain on cash flow hedges	–	–	–	1.6	–	–	1.6
Foreign currency translation
adjustments	–	–	–	–	5.1	–	5.1
Total other comprehensive expense
for the year	–	–	–	1.6	5.1	(7.1)	(0.4)
Transactions with owners:
Shares issued	0.1	–	–	–	–	–	0.1
Purchase of treasury shares	–	–	(1.7)	–	–	–	(1.7)
Dividends paid	–	–	–	–	–	(9.5)	(9.5)
Settlement of share option schemes	–	–	0.5	–	–	(0.4)	0.1
Value of employee services	–	–	–	–	–	1.3	1.3
At 5 April 2026	9.0	47.6	(0.5)	1.3	(21.0)	161.7	198.1

NOTES TO THE GROUP ACCOUNTS

53 weeks ended 5 April 2026

CONSOLIDATED STATEMENT OF

CHANGES IN EQUITY

53 weeks ended 5 April 2026

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 in the Equity Shares in Commercial Companies 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 163. 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 53 weeks and,

as a result of this, the exact year-end date was 5 April 2026. All references to the financial year, therefore, relate to the 53 weeks

commencing on 31 March 2025. In the previous year, the accounting period was 52 weeks, beginning on 1 April 2024 and ending

on 30 March 2025. As a result, the amounts presented in the Consolidated Income Statement and certain related notes are not

entirely comparable between periods.

The additional week in the current period increased reported revenue and profit relative to the prior year. Management estimates

that the impact of the additional week was approximately £7.4m on revenue, and that it would be impractical to estimate the

impact on underlying operating profit due to the variety of costs and divisions within the Group..

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,

being leverage and interest cover, during the 12-month period under assessment. During the year, the Group extended its

banking facility which now expires in December 2029 with the option to extend a further year to 2030. 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.

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

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161

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

1. Group accounting policies CONTINUED

Summary of material accounting policies and applicable accounting standards and

interpretations issued but not yet adopted

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.

At the date of authorisation of the financial statements, certain new accounting standards and amendments were in issue

relating to the following standards and interpretations but not yet adopted by the Group:

• IFRS 18 “Presentation and Disclosure in Financial Statements” is effective for accounting periods beginning on or after

1 January 2027 and will replace IAS 1 “Presentation of Financial Statements”. IFRS 18 sets out new presentation requirements

for the Statement of Comprehensive Income, as well as more stringent and additional requirements on the aggregation,

disaggregation and categorisation of income and expenses within the Statement of Comprehensive Income. Additionally,

alternative performance measures included within the financial statements which meet the definition of Management-

defined Performance Measures are required to be disclosed within the notes to the financial statements. IFRS 18 was

endorsed by the UKEB on 10 December 2025.

• The impact assessment of IFRS 18, which will become effective in the consolidated Group financial statements from the year

ending 31 March 2028, is in progress.

In addition, the following amendments were issued but not yet adopted:

• Amendments to IFRS 9 “Financial Instruments” and IFRS 7 “Financial Instruments: Disclosures”, effective for periods

beginning on or after 1 January 2026 – endorsed by the UKEB on 15 April 2025 and 23 July 2025. These are not expected to

have a material impact on the financial statements.

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.

1. Group accounting policies CONTINUED

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. A sensitivity analysis can also be found in this note.

• 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, and are disclosed in note 11 alongside sensitivity considerations.

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. This is an immaterial revenue stream.

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.

NOTES TO THE GROUP ACCOUNTS CONTINUED

53 weeks ended 5 April 2026

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

162

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163

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

1. Group accounting policies CONTINUED

Segmental reporting

The Group operates in two main geographical areas: Europe 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.

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, intangible assets, and right-of-use 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.

1. Group accounting policies CONTINUED

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.

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.

NOTES TO THE GROUP ACCOUNTS CONTINUED

53 weeks ended 5 April 2026

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165

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

1. Group accounting policies CONTINUED

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.

(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.

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 therefore subsequently measured at amortised cost.

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.

NOTES TO THE GROUP ACCOUNTS CONTINUED

53 weeks ended 5 April 2026

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167

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

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.

NOTES TO THE GROUP ACCOUNTS CONTINUED

53 weeks ended 5 April 2026

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

168

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

169

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

2. Segmental reporting

The Group operates in two main geographical areas: Europe and South Africa. The UK&I segment has been renamed Europe

following the acquisition of Fibo and the expansion of the Group’s European operations. The prior year numbers have not

been restated. 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.

53 weeks ended 5 April 2026*

	Europe	South Africa	Group
	£m	£m	£m
Revenue	291.6	101.8	393.4
Underlying operating profit	44.4	3.6	48.0
IAS 19R administrative expenses	(2.0)	(0.8)	(2.8)
Acquisition and disposal related costs	(11.3)	(1.8)	(13.1)
Exceptional operating items	(4.0)	(5.9)	(9.9)
Operating profit	27.1	(4.9)	22.2
Finance costs (net)			(7.3)
Profit before taxation			14.9
Taxation			(4.7)
Profit for the year from continuing operations			10.2
Net debt excluding lease liabilities			(65.8)
Segmental assets	365.0	79.6	444.6
Segmental liabilities	(214.8)	(31.7)	(246.5)
Additions to goodwill	2.3	–	2.3
Additions to tangible, intangibles and right-of use assets	7.1	4.6	11.7
Depreciation and amortisation	14.7	4.0	18.7

52 weeks ended 30 March 2025*

	Europe	South Africa	Group
	£m	£m	£m
Revenue	256.4	99.4	355.8
Underlying operating profit	39.8	4.7	44.5
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	3.0	9.6
Finance costs (net)			(6.3)
Profit before taxation			3.3
Taxation			1.1
Profit for the year from continuing operations			4.4
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	4.0	15.5

* The prior period Income Statement comparatives have been restated where required to reflect discontinued operations. The current period Income Statement already excludes

discontinued operations. In both instances, only the Income Statement has been restated for discontinued operations. Accordingly, the difference between the depreciation disclosed

above and that presented in the property, plant and equipment and right-of-use asset notes relates to discontinued operations.

Segmental assets include non-current assets relating to goodwill, intangible assets, property, plant and equipment and

right-of-use assets. Within Europe there are £217.1m of such non-current assets located in the country of domicile, being the UK.

For South Africa, there are £20.4m of such non-current assets.

2. Segmental reporting CONTINUED

The split of revenue by geographical destination of the customer is below:

	2026	2025*
	£m	£m
UK	235.2	224.1
Africa	102.8	100.5
Rest of Europe	49.6	23.2
Rest of World	5.8	8.0
	393.4	355.8

* The prior period comparatives have been restated where required to reflect discontinued operations.

No one customer had revenue over 10% of total Group revenue (2025: none). The Group’s operating segments are based on

geographical areas, reflecting how the chief operating decision maker monitors performance and allocates resources. Each

reportable segment derives its revenue from the manufacture and distribution of bathroom and kitchen products within its

respective market.

Reported revenue within the South African segment contains £3.2m (2025: £3.7m) of revenue from services performed that have

been recognised over time, and within the UK segment contains £0.2m (2025: £0.2m) of extended warranty revenue that has

been recognised over time.

3. Operating profit

Operating profit is derived after deducting cost of sales of £210.9m (2025: £198.3m), distribution costs of £34.1m (2025: £29.7m)

and administrative expenses, inclusive of exceptional and acquisition and disposal related costs, of £126.2m (2025: £118.2m).

The following items have been included in arriving at operating profit:

	2026	2025*
	£m	£m
Staff costs (see note 4)	76.1	71.1
Depreciation of property, plant and equipment (all owned assets)	4.5	3.5
Amortisation of intangible assets	8.6	6.9
Depreciation of right-of-use assets	5.6	5.2
Operating lease rentals payable for short-term and low-value leases:
– plant and machinery	0.5	1.2
– other	1.5	1.0
Research and development expenditure after capitalisation	4.0	5.7

* The prior period Income Statement comparatives have been restated where required to reflect discontinued operations. The current period Income Statement already excludes

discontinued operations. In both instances, only the Income Statement has been restated for discontinued operations. Accordingly, the difference between the depreciation disclosed

above and that presented in the property, plant and equipment and right-of-use asset notes relates to discontinued operations.

All items relate to continuing operations. Please see note 5 for further details of acquisition and disposal related costs and

exceptional operating items.

Auditor’s remuneration

During the year, the Group (including its overseas subsidiaries) obtained the following services from the Company’s auditor and

its associates:

	2026	2025
	£m	£m
Audit of the Parent Company and consolidated financial statements	0.3	0.3
Audit of the Company’s subsidiaries	0.5	0.5
	0.8	0.8

NOTES TO THE GROUP ACCOUNTS CONTINUED

53 weeks ended 5 April 2026

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

170

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

171

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

4. Employees

	2026	2025*
	£m	£m
Staff costs including Directors’ remuneration:
– wages and salaries	65.1	62.7
– social security costs	5.6	4.3
– share-based payments (see note 10)	1.5	0.3
Pension costs:
– defined contribution (see note 24)	3.9	3.8
Total staff costs	76.1	71.1

	2026	2025*
	Number	Number
Average monthly numbers employed:
– UK	961	885
– overseas	1,084	1,118
	2,04 5	2,003

* The prior period comparatives have not been restated to reflect discontinued operations in recognition of Company Law requirements which doesn’t recognise a difference.

Full details of Directors’ remuneration can be found in the Remuneration Report on pages 114 to 139.

5. Acquisition and disposal related costs and exceptional operating items

An analysis of acquisition disposal related costs and exceptional operating items is shown below:

	2026	2025
Acquisition and disposal related costs	£m	£m
Intangible asset amortisation 1	7.8	6.5
Advisory fees 2	3.9	1.1
Johnson Tiles UK loss on disposal and associated property costs 3	–	22.2
Deferred contingent consideration 4	–	(3.0)
Deferred remuneration 5	1.4	(1.4)
	13.1	25.4

Non-cash amortisation charges in respect of acquired intangible assets. Note the difference to note 12 (being amortisation on customer relationships and brand, trade names and

patents) relates to existing intangibles already within Fibo at the point of acquisition.

Professional advisory fees incurred in connection with the Group’s business combination activities.

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 at prior

year end.

Relates to the release of the deferred contingent consideration arising on the acquisition of Grant Westfield.

In accordance with IFRS 3, deferred remuneration from acquisition arrangements has been expensed to the Income Statement as incurred, relating entirely to the Fibo acquisition. In

the prior year, previously held accrued deferred remuneration was released.

	2026	2025
Exceptional operating items	£m	£m
Restructuring costs 1	1.9	4.6
Investment property costs 2	0.2	–
Costs in relation to new Enterprise Resource Planning systems 3	1.0	2.0
Impairment 4	7.2	–
Legal case 5	(0.4)	1.1
	9.9	7.7

In the current year, restructuring costs predominantly relate to a restructuring programme implemented to combine our MERLYN and VADO businesses. The prior year restructuring

costs predominantly related to the consolidation of warehousing and distribution costs at Grant Westfield.

In the year, the Group sold the remaining Johnson Tiles UK site for £5.5m of which £1.0m is deferred. The site had a book value of £3.7m at the date of sale, and the profit on disposal

had been offset by site remediation, consultancy and landlord costs.

Costs incurred in relation to the implementation of new Enterprise Resource Planning systems.

Impairment arising in the year predominantly relates to the impairment of goodwill at Tile Africa and House of Plumbing.

Costs incurred offset by gains in the year in relation to a legal case which positively concluded in the year.

6. Finance costs

	2026	2025
	£m	£m
Interest payable on bank borrowings	5.3	5.0
Interest on lease liabilities	1.8	1.7
Amortisation of costs of raising debt finance	0.6	0.4
Finance costs	7.7	7.1

7. Taxation

Taxation comprises:

	2026	2025
	£m	£m
Current
UK taxation	0.6	(0.6)
Overseas taxation	1.9	2.8
Prior year adjustment	(0.2)	(1.3)
Total current taxation	2.3	0.9
Deferred
Origination and reversal of temporary differences	(1.5)	(3.1)
Prior year adjustment	0.3	0.7
Total deferred taxation	(1.2)	(2.4)
Tax charge/(credit) from continuing operations	4.7	(1.1)
Tax credit from discontinued operations	(3.6)	(0.4)
Total tax charge/(credit)	1.1	(1.5)

The tax charge for the year comprises taxation on continuing operations and taxation attributable to discontinued operations.

In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, the results of discontinued operations

are presented net of tax on the face of the Group Income Statement.

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:

	2026	2025
	£m	£m
Profit before taxation from continuing operations	14.9	3.3
Loss before taxation from discontinued operations	(13.5)	(1.3)
Profit before tax	1.4	2.0
Tax calculated at domestic tax rates applicable to profits and losses in the respective countries	(1.4)	(0.9)
Tax effects of:
– adjustments in respect of prior years	0.1	(0.6)
– non-taxable income	–	(1.1)
– expenses not deductible for tax purposes	2.9	1.1
– additional tax reliefs	(0.9)	–
– movements in deferred tax assets not previously recognised	0.4	–
Total tax charge/(credit)	1.1	(1.5)

The weighted average applicable tax rate was (97.1%) (2025: (45.0%)); the movement relates to the weighting of corporation

tax losses in relation to the SA result relative to the profits made in Ireland. The standard rate of corporation tax in the UK is

25% (2025: 25%), in South Africa 27% (2025: 27%), in Norway 22% (2025: 22%) and in Ireland 12.5% (2025: 12.5%). The Group’s

effective underlying tax rate for the year was 21.1% (2025: 20.4%, restated for discontinued operations).

Taxation on items taken directly to other comprehensive income were a deferred tax credit of £2.3m in relation to pensions (see

note 24).

NOTES TO THE GROUP ACCOUNTS CONTINUED

53 weeks ended 5 April 2026

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

172

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

173

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

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 average
employed (ROCE)	of opening and closing underlying capital employed.
Basic underlying earnings	Underlying earnings divided by the weighted average number of shares for basic earnings
per share	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.
Revenue on a constant currency	Revenue on a constant currency like-for-like basis is the underlying revenue growth by
like-for-like basis	comparing sales to the prior period after removing the impact of exchange rate movements
	and adjusting for non-comparable items such as acquisitions, disposals or other portfolio
	changes.

8. Alternative performance measures CONTINUED

Reconciliations from GAAP-defined reporting measures to the Group’s alternative

performance measures

Consolidated Income Statement

(A) UNDERLYING PROFIT BEFORE TAXATION AND UNDERLYING EARNINGS

	2026	2025*
	£m	£m
Profit before taxation	14.9	3.3
Adjusted for:
– IAS 19R administrative expenses	2.8	1.8
– IAS 19R finance income	(0.4)	(0.8)
– acquisition and disposal related costs (see note 5)	13.1	25.4
– exceptional operating items (see note 5)	9.9	7.7
– amortisation of costs of raising finance	0.6	0.4
Underlying profit before taxation	40.9	37.8
Taxation attributable to underlying profit before taxation	(8.6)	(7.7)
Underlying earnings	32.3	30.1

* The prior period comparatives have been restated where required to reflect discontinued operations.

(B) UNDERLYING OPERATING PROFIT AND EBITDA (PRE-IFRS 16)

	2026*	2025*
	£m	£m
Operating profit	22.2	9.6
Adjusted for:
– IAS 19R administrative expenses	2.8	1.8
– acquisition and disposal related costs (see note 5)	13.1	25.4
– exceptional operating items (see note 5)	9.9	7.7
Underlying operating profit	48.0	44.5
Adjusted for:
– depreciation and amortisation (owned assets)	5.0	3.9
– depreciation and loss on disposal of leased assets (see note 14)	5.8	5.2
– lease costs (see note 19)	(7.8)	(6.7)
Underlying EBITDA (pre-IFRS 16)	51.0	46.9

* The prior period comparatives have been restated where required to reflect discontinued operations. The underlying EBITDA (pre-IFRS 16) used for cash conversion measures

includes the impact of Discontinued Operations (Johnson Tiles SA) reflecting the fact that cash conversion is a balance sheet measure; the impact is £1.5m includes performance and

depreciation, and results in an underlying EBITDA (pre-IFRS 16) of £49.5m.

Consolidated Cash Flow Statement

(A) UNDERLYING OPERATING CASH FLOW

	2026	2025
	£m	£m
Cash generated from operations (see note 27)	42.9	28.3
Adjusted for:
– cash flows from exceptional items and acquisition and disposal related costs (see note 27)	9.4	7.5
– pension fund deficit recovery contributions (see note 24)	5.3	3.1
Underlying operating cash flow	57.6	38.9

NOTES TO THE GROUP ACCOUNTS CONTINUED

53 weeks ended 5 April 2026

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

174

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

175

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

8. Alternative performance measures CONTINUED

Consolidated Balance Sheet

(A) UNDERLYING CAPITAL EMPLOYED AND UNDERLYING RETURN ON CAPITAL EMPLOYED

	2026	2025
	£m	£m
Net assets	198.1	207.9
Adjusted for:
– pension scheme asset (net of associated tax)	(0.3)	(5.1)
– right-of-use assets (IFRS 16)	(26.9)	(16.7)
– lease liabilities (IFRS 16)	30.9	20.6
– cash and cash equivalents	(32.2)	(22.7)
– financial liabilities – borrowings	98.0	59.5
	267.6	243.5
Foreign exchange adjustment	(0.2)	1.5
Adjustment for acquisitions and disposals	(50.0)	(15.3)
Underlying capital employed	217.4	229.7
Average underlying capital employed	230.5	240.6
Underlying operating profit (pre-IFRS 16)	46.0	41.6
Underlying return on capital employed*	20.0%	17.3%

* The prior period comparatives have been restated where required to reflect discontinued operations. Only the Income Statement has been restated for discontinued operations.

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 £46.0m (2025: £41.6m) is calculated by adjusting underlying operating profit of

£48.0m (2025: £43.2m including Johnson Tiles SA) for the add-back of lease costs of £7.8m (2025: £6.7m including Johnson Tiles

SA) and the deduction of depreciation and loss on disposal of leased assets of £5.8m (2025: £5.2m).

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 5 April 2026, the potential dilutive ordinary shares amounted to 1,101,720 (2025: 513,488) as calculated in

accordance with IAS 33.

The calculation of EPS is based on the following profits and numbers of shares:

	2026	2025*
	£m	£m
Profit for the year from continuing operations	10.2	4.4
Loss for the year from discontinued operations	(9.9)	(0.9)
Profit for the year	0.3	3.5

* The prior period comparatives have been restated where required to reflect discontinued operations.

9. Earnings per share CONTINUED

	2026	2025
	Number	Number
Weighted average number of shares for basic earnings per share	89,012,734	89,497,030
Share options	1,101,720	513,488
Weighted average number of shares for diluted earnings per share	90,114,454	90,010,518

	2026	2025*
Basic earnings per share:
From continuing operations	11.4p	4.9p
From discontinued operations	(11.1p)	(1.0p)
From profit for the year	0.3p	3.9p
Diluted earnings per share:
From continuing operations	11.3p	4.9p
From discontinued operations	(11.0p)	(1.0p)
From profit for the year	0.3p	3.9p

* The prior period comparatives have been restated where required to reflect discontinued operations.

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.

	2026	2025*
	£m	£m
Underlying earnings (see note 8)	32.3	30.1

	2026	2025
Basic underlying earnings per share	36.3p	33.6p
Diluted underlying earnings per share	35.8p	33.4p

* The prior period comparatives have been restated where required to reflect discontinued operations.

NOTES TO THE GROUP ACCOUNTS CONTINUED

53 weeks ended 5 April 2026

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

176

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

177

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

10. Share-based payments

			Weighted
			average
		Exercise	share
		price	price at						Date from
		per	date of	31 March				5 April	which	Expiry
		share	exercise	2025		Granted Exercised	Lapsed	2026	exercisable	date
Approved Performance
Share Plan 2020 (APSP)		Nil	–	9,607	–	–	–	9,607	25.11.23	25.11.30
Approved Performance
Share Plan 2021 (APSP)		Nil	–	3,322	–	–	–	3,322	20.07.24	21.07.31
Approved Performance
Share Plan 2022 (APSP)		Nil	–	952,690	–	–	(952,690)	–	19.07.25	19.07.32
Approved Performance
Share Plan 2023 (APSP)		Nil	–	1,431,821	–	–	(77,521)	1,354,300	26.07.26	26.07.33
Approved Performance
Share Plan 2024 (APSP)		Nil		– 1,338,668	–	–	(78,768)	1,259,900	24.07.27	24.07.34
Approved Performance
Share Plan 2025 (APSP)		Nil	–	–	1,339,028	–	(30,865)	1,308,163	23.07.28	23.07.35
Deferred Bonus Plan
2022 (DBP)		Nil	295p	128,992	–	(128,992)	–	–	19.07.25	19.07.32
Deferred Bonus Plan
2023 (DBP)		Nil	–	72,770	–	–	–	72,770	26.07.26	26.07.33
Deferred Bonus Plan
2025 (DBP)		Nil	–	–	72,668	–	–	72,668	23.07.28	23.07.35
Save As You Earn Scheme
(14)	(SAYE)	266p	–	20,358	–	–	(20,358)	–	01.03.25	31.08.25
Save As You Earn Scheme
(15)	(SAYE)	161p	314p	251,398	–	(166,581)	(14,527)	70,290	01.03.26	31.08.26
Save As You Earn Scheme
(16)	(SAYE)	141p	–	543,328	–	–	(42,623)	500,705	01.03.27	31.08.27
Save As You Earn Scheme
(17)	(SAYE)	216p	–	202,137	–	–	(26,388)	175,749	01.03.28	31.08.28
Save As You Earn Scheme
(18)	(SAYE)	258p	–	–	199,985	–	(7,072)	192,913	01.02.29	31.08.29

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 5 April 2026 was 181p (2025: 163p).

The weighted average exercise price for APSP and DBP schemes, of all outstanding share options, at 5 April 2026 was £nil

(2025: £nil).

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 £1.5m was recognised in respect of share options in the year (2025: £0.3m) including £0.5m (2025: £0.1m) in respect

of the Directors’ share options. The highest paid Director’s share options accounted for £0.3m (2025: £0.1m) of the charge.

The Group uses a Black–Scholes pricing model to determine the annual charge for its share-based payments, with the Total

Shareholder Return (TSR) element of the FY26 grant determined using a Monte Carlo simulation model, reflecting the market-

based nature of the performance condition. The assumptions used in this model for each share-based payment are as follows:

	SAYE (14)	SAYE (15)	SAYE (16)	SAYE (17)	SAYE (18)
Date of grant	20.12.21	12.01.23	22.12.23	23.12.24	07.01.26
Initial exercise price	266p	161p	141p	216p	258p
Number of shares granted initially	173,385	735,679	780,078	203,503	199,985
Expected volatility	44.5%	45.5%	41.0%	39.2%	37.4%
Expected option life	3 years	3 years	3 years	3 years	3 years
Risk-free rate	1.9%	3.8%	4.8%	4.6%	4.9%
Expected dividend yield	2.8%	4.8%	6.0%	4.4%	3.8%

	APSP 2020	APSP 2021	APSP 2023	APSP 2024	APSP 2025
					EPS	TSR
Date of grant	25.11.20	21.07.21	26.07.23	24.07.24	23.07.25
Initial exercise price	Nil	Nil	Nil	Nil	Nil
Number of shares granted initially	970,695	700,458	1,622,919	1,338,668	1,339,028
Expected volatility	42.2%	44.5%	41.0%	39.2%	37.4%	36.6%
Expected option life	3 years	3 years	3 years	3 years	3 years
Risk-free rate	1.3%	1.9%	4.8%	4.6%	4.9%	3.6%
Expected dividend yield	3.8%	2.8%	–	–	–

	DBP 2022	DBP 2023	DBP 2025
Date of grant	19.07.22	26.07.23	23.07.25
Initial exercise price	Nil	Nil	Nil
Number of shares granted initially	128,992	72,770	72,668
Expected volatility	45.5%	41.0%	41.0%
Expected option life	3 years	3 years	3 years
Risk-free rate	3.8%	4.8%	4.9%
Expected dividend yield	–	–	–

The share price at 2 April 2026 was 291.0p. The average price during the year was 288.7p. Expected volatility is the Company’s

three-year historical share price volatility.

NOTES TO THE GROUP ACCOUNTS CONTINUED

53 weeks ended 5 April 2026

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

178

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

179

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

11. Goodwill

	2026	2025
	£m	£m
At 1 April	107.4	107.3
Additions	2.3	0.1
Impairment	(6.7)	–
Exchange differences	0.2	–
At 31 March	103.2	107.4

Goodwill is allocated to the Group’s cash-generating units (CGUs). A summary of the goodwill allocation is presented below:

	2026	2025
	£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
Fibo	2.3	–
Tile Africa	–	2.3
House of Plumbing	–	4.2
	103.2	107.4

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% (2025: 2.0%) for Croydex, Abode, MERLYN, Triton Showers, Grant Westfield and Fibo, and

4.0% (2025: 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

• post-tax discount rates of 11.0% (2025: 12.0%) in Europe and 17.5% (2025: 18.7%) 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 at +/- 1.0%. During the

year, impairment charges were recognised in respect of Tile Africa (£2.3m) and House of Plumbing (£4.2m), reflecting current

trading performance and updated forecasts. These impairments arose where the recoverable amount, determined based on

value-in-use calculations, was lower than the carrying value.

For other cash-generating units, no impairment has been recognised. Whilst certain units have lower levels of headroom,

management does not consider that a reasonably possible change in key assumptions would cause the carrying amount to

exceed the recoverable amount. No individual reasonably possible change in a single key assumption is considered sufficient to

give rise to an impairment. Market conditions gave rise to the impairments in South Africa, which are unique to the geographical

location and not expected to have the same effects on the European business.

The value-in-use calculations are most sensitive to changes in forecast cash flows, discount rates and long-term growth rates.

In those units with lower headroom, a reasonably possible change in one or more of these key assumptions could reduce

headroom to nil. In such cases, the headroom, key assumptions applied and the level of change required to eliminate headroom

have been considered by management in assessing the risk of impairment.

12. Intangible assets

		Brands, trade
	Customer	names and	Development
	relationships	patents	costs	Total
	£m	£m	£m	£m
Cost
At 1 April 2024	70.8	13.1	3.4	87.3
Additions	–	–	0.3	0.3
Disposals	–	–	(1.5)	(1.5)
At 30 March 2025	70.8	13.1	2.2	86.1
Exchange differences	–	0.6	–	0.6
Acquisitions	25.2	19.5	–	44.7
Additions	–	0.1	1.8	1.9
Disposals	–	–	(0.5)	(0.5)
At 5 April 2026	96.0	33.3	3.5	132.8
Accumulated amortisation
At 1 April 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 30 March 2025	30.0	8.8	1.2	40.0
Exchange differences	0.1	–	–	0.1
Charge for the year	6.5	1.6	0.5	8.6
Disposals	–	–	(0.5)	(0.5)
At 5 April 2026	36.6	10.4	1.2	48.2
Net book amount at 30 March 2025	40.8	4.3	1.0	46.1
Net book amount at 5 April 2026	59.4	22.9	2.3	84.6

The amortisation charge for intangibles generated on acquisition is £7.8m (2025: £6.5m) for the year and is included in the

acquisition and disposal related costs in the Consolidated Income Statement. A further £0.3m is included above relating to brand

names separately and previously acquired by Fibo. The amortisation charge for internally generated or acquired intangibles was

£0.5m (2025: £0.4m) and was included in the Consolidated Income Statement in the current and prior year.

NOTES TO THE GROUP ACCOUNTS CONTINUED

53 weeks ended 5 April 2026

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

180

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

181

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

13. Property, plant and equipment

	Land and	Plant and
	buildings	equipment	Total
	£m	£m	£m
Cost
At 1 April 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 30 March 2025	13.0	67.4	80.4
Exchange differences	0.4	2.1	2.5
Acquisitions	–	3.8	3.8
Additions	–	4.5	4.5
Disposals	–	(18.0)	(18.0)
At 5 April 2026	13.4	59.8	73.2
Accumulated depreciation
At 1 April 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 30 March 2025	6.3	52.3	58.6
Exchange differences	0.2	1.5	1.7
Charge for the year	0.5	4.5	5.0
Disposals	–	(14.9)	(14.9)
At 5 April 2026	7.0	43.4	50.4
Net book amount at 30 March 2025	6.7	15.1	21.8
Net book amount at 5 April 2026	6.4	16.4	22.8

Property, plant and equipment is presented for the entire Group and includes assets relating to discontinued operations.

Plant and equipment include motor vehicles, computer equipment, and plant and machinery.

Asset held for sale

£3.7m of land and buildings was reclassified to asset held for sale in the prior year, representing the remaining element of the

site previously used by Johnson Tiles UK. As detailed in note 5, this site was sold in the year for £5.5m of which £1.0m is deferred

consideration.

	2026	2025
	£m	£m
Transfer from property, plant and equipment to asset held for sale	–	3.7

14. Right-of-use assets

	Land and	Plant and
	buildings	equipment	Total
	£m	£m	£m
Cost
At 1 April 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 30 March 2025	28.3	5.9	34.2
Exchange differences	1.1	0.1	1.2
Additions	3.8	1.5	5.3
Acquisitions	6.6	0.3	6.9
Modifications	3.1	0.2	3.3
Disposals	(2.5)	(1.1)	(3.6)
At 5 April 2026	40.4	6.9	47.3
Accumulated depreciation
At 1 April 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 30 March 2025	14.8	2.7	17.5
Exchange differences	0.5	0.1	0.6
Charge for the year	4.1	1.5	5.6
Impairment	0.5	–	0.5
Disposals	(2.7)	(1.1)	(3.8)
At 5 April 2026	17.2	3.2	20.4
Net book amount at 30 March 2025	13.5	3.2	16.7
Net book amount at 5 April 2026	23.2	3.7	26.9

Right-of-use assets are presented for the entire Group and includes assets relating to discontinued operations.

Right-of-use assets are reviewed for impairment where indicators of impairment are identified, in line with the Group’s policy for

impairment of non-financial assets. In the year, £0.5m (2025: £nil) impairment arose on leases relating to closed or loss-making

properties.

15. Inventories

	2026	2025
	£m	£m
Raw materials and consumables	10.4	11.3
Work in progress	0.6	0.6
Finished goods	76.5	76.3
	87.5	88.2

Provisions held against inventories totalled £7.8m (2025: £6.4m).

The cost of inventories recognised as an expense within cost of sales in the Income Statement amounted to £184.2m

(2025: £180.1m).

During the year, the Group charged £1.4m (2025: £0.8m) of inventory write-downs to the Income Statement within cost of sales.

NOTES TO THE GROUP ACCOUNTS CONTINUED

53 weeks ended 5 April 2026

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

182

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

183

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

16. Trade and other receivables

	2026	2025
	£m	£m
Trade receivables	71.3	66.6
Less: impairment loss allowance	(2.1)	(1.7)
Trade receivables – net	69.2	64.9
Other receivables	4.6	1.7
Prepayments and accrued income	5.5	5.1
	79.3	71.7

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:

	2026	2025
	£m	£m
Sterling	59.5	56.2
South African Rand	13.5	14.4
Euro	3.1	1.1
USD	2.0	–
Norwegian Krone	1.2	–
	79.3	71.7

Impairment of trade receivables

	Not	0–1 month	1–2 months	2–3 months	>3 months
	yet due	overdue	overdue	overdue	overdue	Total
5 April 2026	£m	£m	£m	£m	£m	£m
Expected credit loss rate	0.2%	1.1%	6.7%	6.7%	32.7%	2.9%
Gross trade receivables	53.9	9.2	1.5	1.5	5.2	71.3
Loss allowance	0.1	0.1	0.1	0.1	1.7	2.1

	Not	0–1 month	1–2 months	2–3 months	>3 months
	yet due	overdue	overdue	overdue	overdue	Total
30 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

Movements on the provision for impairment of trade receivables were as follows:

	2026	2025
	£m	£m
At the beginning of the year	1.7	1.8
Acquired	0.3	–
Provision for receivables impairment	0.2	0.4
Receivables written off during the year as uncollectable	(0.2)	(0.5)
Exchange differences	0.1	–
At the end of the year	2.1	1.7

17. Cash and cash equivalents

	2026	2025
	£m	£m
Cash at bank and in hand	32.2	22.7

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

	2026	2025
	£m	£m
Trade payables	50.3	48.2
Other tax and social security payables	6.4	6.8
Other payables	2.7	2.3
Accruals and deferred income	33.2	29.4
	92.6	86.7

The fair value of trade payables does not differ materially from the book value. Accruals and deferred income includes £12.7m

relating to commercial accruals including rebates and income relating to goods in transit.

19. Lease liabilities

	Land and	Plant and
	buildings	equipment	Total
	£m	£m	£m
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 30 March 2025	17.2	3.4	20.6
Exchange differences	0.9	0.1	1.0
Additions	3.8	1.5	5.3
Acquisitions	6.6	0.3	6.9
Modifications	3.1	0.2	3.3
Disposals	(0.2)	–	(0.2)
Interest charge	1.5	0.3	1.8
Gross lease payments	(6.1)	(1.7)	(7.8)
At 5 April 2026	26.8	4.1	30.9

Lease liabilities are presented for the entire Group and include those relating to discontinued operations.

Lease liabilities are split into £8.2m (2025: £6.5m) payable in less than one year and £22.7m (2025: £14.1m) payable after one year.

In accordance with IFRS 16 paragraphs 53(c) and (d), the Group applies the recognition exemptions in paragraph 6 for both

short-term leases (leases with a term of 12 months or less) and leases of low value assets. These leases are not recognised on the

balance sheet and the related lease payments are expensed on a straight-line basis over the lease term. In the year, the Group

recognised an expense in the Income Statement in relation to these exempt leases of £2.0m (2025: £2.2m).

NOTES TO THE GROUP ACCOUNTS CONTINUED

53 weeks ended 5 April 2026

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

184

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

185

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

20. Financial liabilities – borrowings

	2026	2025
	£m	£m
Non-current
Bank borrowings (unsecured):
– bank loans	99.0	60.0
– less: costs of raising finance	(1.0)	(0.5)
Total borrowings	98.0	59.5

The fair value of bank loans equals their carrying amount, as they bear interest at floating rates.

The repayment terms of borrowings are as follows:

	2026	2025
	£m	£m
Not later than one year	–	–
After more than one year:
– between one and two years	–	–
– between two and five years	99.0	60.0
– costs of raising finance	(1.0)	(0.5)
Total borrowings	98.0	59.5

Capital risk management

The Group banking facility was refinanced in December 2025, whereby the amount of committed banking facility was increased

to £150m (plus a £75m uncommitted accordion). The maturity date was extended to December 2029 with a further one-year

extension available. The covenants remain consistent with the previous facility and are tested on a quarterly basis; the Group

expects to remain covenant compliant throughout the next 12 months and accordingly the borrowings are recognised as a non-

current liability.

This facility provides the Group with a sound financial structure for the medium term and, by reference to the £150m facility

available at year end, with £92.7m of headroom being available at 5 April 2026 (2025: £90.8m), after taking into account net

debt and ancillary facilities in use of £1.6m (2025: £1.9m) 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:

	2026	2025
	%	%
Bank loans	5.2	6.6

At 5 April 2026, the bank loans carried interest based on SONIA plus a margin of 1.5% (2025: SONIA plus 2.1%).

Net debt

The Group’s net debt is calculated as follows:

	2026	2025
	£m	£m
Cash and cash equivalents	32.2	22.7
Total borrowings	(98.0)	(59.5)
	(65.8)	(36.8)

20. Financial liabilities – borrowings CONTINUED

Currency profile of net debt

The carrying value of the Group’s net debt is denominated in the following currencies:

	2026	2025
	£m	£m
Sterling	(91.8)	(42.3)
Euro	0.7	0.2
US Dollar	3.0	0.1
South African Rand	10.5	5.0
Chinese Renminbi	1.4	0.2
Norwegian Krone	9.7	–
Other	0.7	–
	(65.8)	(36.8)

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, Chinese Renminbi, South African Rand and Norwegian Krone. 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 counter-party 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 Group does not use derivative financial instruments for speculative purposes.

The Group has considered the amendments to IAS 21 Lack of Exchangeability, effective for the current period. The currencies to

which the Group is exposed were exchangeable during the year and at the reporting date, and accordingly the amendments

have had no material impact on the Group’s exposure to currency risk, hedge effectiveness, or the amounts recognised in the

financial statements.

NOTES TO THE GROUP ACCOUNTS CONTINUED

53 weeks ended 5 April 2026

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

186

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

187

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

21. Financial instruments CONTINUED

The exchange rates used in the preparation of these financial statements are as follows.

	Average rate vs £
	2026	2025
South African Rand	23.22	23.29
Euro	1.16	1.19
US Dollar	1.34	1.28
Norwegian Krone	13.24	n/a

	Closing rate vs £
	2026	2025
South African Rand	22.36	23.82
Euro	1.15	1.20
US Dollar	1.32	1.29
Norwegian Krone	12.87	n/a

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.

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 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 5 April 2026, the facility had £92.7m of headroom (2025: £90.8m) after

taking account of ancillary facilities and overseas cash. The maturity date of the facility is December 2029.

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).

21. Financial instruments CONTINUED

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
	Not later	one year but	two years but
	than one	not later than	not later than	Later than
	year	two years	five years	five years	Total
	£m	£m	£m	£m	£m
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 3	86.7	–	–	–	86.7
At 30 March 2025	97.1	9.3	79.2	6.3	191.9
Borrowings 1	5.1	5.1	112.1	–	122.3
Lease liabilities 2	8.2	7.7	15.2	8.4	39.5
Trade and other payables 3	73.5	–	–	–	73.5
At 5 April 2026	86.8	12.8	127.3	8.4	235.3

Borrowings are undiscounted and include interest costs calculated using the applicable interest rate at year end.

Lease liabilities are on an undiscounted basis.

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 .

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 30 March 2025
Liabilities	(0.5)	49.8	0.1
As at 5 April 2026
Assets	0.8	42.0	1.3

As at 5 April 2026, the aggregate amount of gains/(losses) under foreign exchange forward contracts deferred in the cash flow

hedge reserve relating to these anticipated future purchase transactions is a gain of £0.8m (2025: loss of £0.5m). It is anticipated

that the purchases will take place during the 12 months of the financial year ended 4 April 2027, 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 31 March 2025	(0.3)
Effective portion of changes in fair value	1.5
Amount transferred to inventories	0.2
Tax effect	(0.1)
At 5 April 2026	1.3

NOTES TO THE GROUP ACCOUNTS CONTINUED

53 weeks ended 5 April 2026

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

188

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

189

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

21. Financial instruments CONTINUED

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.

(a) 1% increase or decrease on market interest rates for most of the coming year

As the Group has borrowings of £99.0m, the effect of a 1% change in market interest rates would be a change in the net finance

costs of approximately £1.0m (2025: £0.6m) 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 £4.4m (2025: £3.0m)

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 of Sterling against all other

currencies would result in an increase or decrease in reported profits of circa £0.3m (2025: £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
	depreciation	obligations	Intangibles	Tax losses	Other	Total
	£m	£m	£m	£m	£m	£m
At 1 April 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 30 March 2025	(1.0)	(1.7)	(11.1)	2.6	2.6	(8.6)
Arising on acquisition	(0.1)	–	(10.7)	–	1.5	(9.3)
(Charged)/credited to the Consolidated Income Statement	(0.6)	(0.7)	1.9	–	0.7	1.3
Credited/(charged) to other comprehensive income	–	2.3	–	–	(0.3)	2.0
Recognised through the statement of changes in equity	–	–	–	–	0.2	0.2
Foreign exchange	–	–	(0.2)	–	0.2	–
At 5 April 2026	(1.7)	(0.1)	(20.1)	2.6	4.9	(14.4)
Disclosed on the consolidated
balance sheet as:
Deferred tax assets	0.1	–	–	1.0	2.7	3.8
Deferred tax liabilities	(1.8)	(0.1)	(20.1)	1.6	2.2	(18.2)

22. Deferred tax CONTINUED

	2026	2025
	£m	£m
Deferred tax assets:
– to be recovered after more than 12 months	2.8	5.4
– to be recovered within 12 months	1.0	2.1
	3.8	7.5
Deferred tax liabilities:
– to be charged after more than 12 months	(16.9)	(11.3)
– to be charged within 12 months	(1.3)	(4.8)
	(18.2)	(16.1)
Deferred tax liabilities (net)	(14.4)	(8.6)

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 £75.4m (2025: £78.6m) of UK capital losses and £26.2m (2025: £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 £0.1m (2025: £0.6m) on the basis that future utilisation is improbable.

23. Provisions

	Warranty	Restructuring	Legal
	provision	provision	provision	Total
	£m	£m	£m	£m
At 1 April 2024	1.0	0.7	–	1.7
Charged to the Consolidated Income Statement	0.1	0.4	0.3	0.8
Transferred	–	0.1	–	0.1
Utilisation	–	(1.0)	–	(1.0)
At 30 March 2025	1.1	0.2	0.3	1.6
Charged to the Consolidated Income Statement	0.1	2.8	–	2.9
Utilisation	–	(0.8)	(0.3)	(1.1)
At 5 April 2026	1.2	2.2	–	3.4

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 predominantly relates to final costs associated with the discontinuation of Johnson Tiles South

Africa; the brought forward related to committed redundancy costs in Johnson Tiles UK and costs in relation to the warehouse

consolidation at VADO.

NOTES TO THE GROUP ACCOUNTS CONTINUED

53 weeks ended 5 April 2026

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

190

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

191

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

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 eight and a half years (2025: nine years) and

can be attributed to the scheme members as follows:

	2026	2025
Employee members	1%	1%
Deferred members	18%	19%
Pensioner members	81%	80%
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 prior 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).

The deficit repair contributions in the current year were £5.3m, relating to five quarterly payments due to the timing of prior 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 2 April 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.

24. Retirement benefit obligations CONTINUED

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 £3.9m (2025: £3.8m).

(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 30 March 2024 and

updated by qualified actuaries at PwC to take account of the requirements of IAS 19R in order to assess the liabilities of the

scheme at 5 April 2026. Scheme assets are stated at their market value at 5 April 2026.

(i) The principal assumptions used to calculate the scheme liabilities of the Norcros Security Plan under IAS 19R are:

	2026	2025
	Projected	Projected
	unit	unit
Discount rate	5.70%	5.60%
Inflation rate (RPI)	3.30%	3.20%
Inflation rate (CPI)	2.70%	2.55%
Increases to pensions in payment (other than pre-1988 GMP liabilities)	3.01%	2.94%
Salary increases	2.95%	2.80%

The mortality assumptions are based on standard mortality tables, which allow for future mortality improvements and are

summarised below:

	2026	2025
Life expectancy at age 65:
Current pensioners – males	21.3	20.7
Current pensioners – females	23.1	22.7
Future pensioners – males (currently aged 45)	22.2	21.7
Future pensioners – females (currently aged 45)	24.2	23.9

Members are assumed to take a 25% (2025: 25%) cash commutation sum on retirement.

NOTES TO THE GROUP ACCOUNTS CONTINUED

53 weeks ended 5 April 2026

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

192

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

193

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

24. Retirement benefit obligations CONTINUED

(ii) The amounts recognised in the Income Statement are as follows:

	2026	2025
	£m	£m
Included in operating profit:
IAS 19R pension administration expenses	2.8	1.8
IAS 19R finance income	(0.4)	(0.8)
Total cost recognised in the Income Statement	2.4	1.0

(iii) The amounts recognised in the Balance Sheet are determined as follows:

	Value at	Value at
	5 April	30 March
	2026	2025
	£m	£m
Equities	23.0	30.1
Bonds	43.3	32.1
High yield	76.2	43.7
Liability-driven investments	106.9	153.0
Cash and gilts	3.1	5.1
Total fair value of scheme assets	252.5	264.0
Present value of scheme liabilities	(252.1)	(257.2)
Pension asset	0.4	6.8

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. Therefore, the asset is not restricted and the net surplus is recognised.

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 5 April 2026			Value at 30 March 2025
	Quoted	Unquoted	Total	Quoted	Unquoted	Total
	£m	£m	£m	£m	£m	£m
Equities	–	23.0	23.0	–	30.1	30.1
Bonds	–	43.3	43.3	–	32.1	32.1
High yield	–	76.2	76.2	–	43.7	43.7
Liability-driven investments	–	106.9	106.9	–	153.0	153.0
Cash and gilts	3.1	–	3.1	5.1	–	5.1
Total fair value of scheme assets	3.1	249.4	252.5	5.1	258.9	264.0

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.

(iv) The movement in the scheme surplus in the year is as follows:

	2026	2025
	£m	£m
Asset at the beginning of the year	6.8	16.5
Employer contributions – deficit recovery	5.3	3.1
IAS 19R pension administration expenses	(2.8)	(1.8)
IAS 19R finance income	0.4	0.8
Actuarial losses	(9.3)	(11.8)
Asset at the end of the year	0.4	6.8

24. Retirement benefit obligations CONTINUED

(v) The reconciliation of scheme assets is as follows:

	2026	2025
	£m	£m
Opening fair value of scheme assets	264.0	291.5
Employer contributions – deficit recovery	5.3	3.1
Interest income	14.4	13.6
Benefits paid	(23.5)	(23.8)
Actuarial losses on scheme assets	(4.9)	(18.6)
IAS 19R pension administration expenses	(2.8)	(1.8)
Closing fair value of scheme assets	252.5	264.0

(vi) The reconciliation of scheme liabilities is as follows:

	2026	2025
	£m	£m
Opening scheme liabilities	(257.2)	(275.0)
Interest cost	(14.0)	(12.8)
Actuarial gains arising from changes in financial assumptions	0.7	18.4
Actuarial losses arising from changes in demographic assumptions	(3.2)	(10.0)
Actuarial losses arising from experience adjustment	(1.9)	(1.6)
Benefits paid	23.5	23.8
Closing fair value of scheme liabilities	(252.1)	(257.2)

(vii) Amounts recognised in Other Comprehensive Income are as follows:

	2026	2025
	£m	£m
Actuarial losses	(9.3)	(11.8)
Deferred tax	2.2	2.9
	(7.1)	(8.9)

(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
	2026	2025
Assumption	£m	£m
Discount rate – 0.1% decrease	2.0	2.1
Inflation rate (RPI and CPI) 1 – 0.1% increase	1.1	1.2
Increase in life expectancy by one year	11.1	11.5

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.

NOTES TO THE GROUP ACCOUNTS CONTINUED

53 weeks ended 5 April 2026

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

194

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

195

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

25. Called-up share capital

				2026	2025
				£m	£m
Issued and fully paid
2026:	90,114,454	(2025:	89,818,983) ordinary shares of 10p each	9.0	8.9

In the year, 141,426 (2025: 112,935) of 10p ordinary shares were issued in order to satisfy vesting of options under the Company’s

SAYE and Deferred Bonus Plan share schemes, and 128,992 (2025: 109,455) were issued under Director bonus schemes.

At 5 April 2026, 915,093 shares were held by the Employee Benefit Trust (2025: 256,631).

26. Other non-current liabilities

	2026	2025
	£m	£m
Deferred remuneration	0.2	–
Other non-current liabilities	0.3	0.2
	0.5	0.2

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

	2026	2025
	£m	£m
Profit before taxation from continuing operations	14.9	3.3
Loss before taxation from discontinued operations	(13.5)	(1.3)
Adjustments for:
– IAS 19R administrative expenses included in the Income Statement	2.8	1.8
– acquisition and disposal related costs included in the Income Statement	13.1	25.4
– exceptional items included in the Income Statement	9.9	7.7
– exceptional items relating to discontinued operations	11.1	–
– finance costs included in the Income Statement	7.7	7.1
– finance costs relating to discontinued operations	0.4	–
– IAS 19R finance credit included in the Income Statement	(0.4)	(0.8)
– cash flows from exceptional items and acquisition and disposal related costs	(9.4)	(7.5)
– settlement of share options	0.1	(0.5)
– depreciation of property, plant and equipment	5.0	4.4
– underlying amortisation	0.5	0.4
– depreciation of right-of-use assets	5.6	5.2
– pension fund deficit recovery contributions	(5.3)	(3.1)
– share-based payment charges	1.5	0.3
Operating cash inflows before movement in working capital	44.0	42.4
Changes in working capital:
– decrease/(increase) in inventories	5.8	(10.3)
– decrease/(increase) in trade and other receivables	1.9	(4.4)
– (decrease)/increase in trade and other payables	(8.8)	0.6
Cash generated from operations	42.9	28.3

(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.

27. Consolidated Cash Flow Statement CONTINUED

		Current	Non-current	Underlying	Lease
	Cash	borrowings	borrowings	net debt	liabilities	Net debt
	£m	£m	£m	£m	£m	£m
At 1 April 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 30 March 2025	22.7	–	(59.5)	(36.8)	(20.6)	(57.4)
Cash flow	9.1	39.8	(39.0)	9.9	7.8	17.7
Borrowings acquired	–	(39.8)	–	(39.8)	–	(39.8)
Non-cash finance costs	–	–	0.5	0.5	(1.8)	(1.3)
Other non-cash movements	–	–	–	–	(15.3)	(15.3)
Exchange movement	0.4	–	–	0.4	(1.0)	(0.6)
At 5 April 2026	32.2	–	(98.0)	(65.8)	(30.9)	(96.7)

Non-cash finance costs relate to the movement in the capitalised costs of raising debt finance in the year and interest on lease

liabilities. Please see note 19 for further information on lease liabilities.

28. Dividends

A final dividend in respect of the year ended 30 March 2025 of £6.2m (6.9p per 10p ordinary share) was paid on 1 August 2025,

and an interim dividend of £3.3m (3.7p per 10p ordinary share) was paid on 13 January 2026. A final dividend in respect of

the 53 weeks ended 5 April 2026 of £6.8m (7.6p per 10p ordinary share) is to be proposed at the Annual General Meeting on

22 July 2026. These financial statements do not reflect this dividend.

29. Capital commitments

	2026	2025
	£m	£m
Contracts placed for future capital expenditure not provided in the financial statements	0.5	0.5

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 114 to 139.

Share-based payments in relation to the Directors can be found in note 10.

31. Events after the reporting period

On 12 May 2026, subsequent to the year end, the Board announced its intention to explore options to sell the Group’s remaining

South African business. The business is a separate legal and operating unit comprising TAL, Tile Africa and House of Plumbing,

and is profitable and cash generative.

Any potential disposal would be subject to a formal sale process and customary regulatory approvals and is expected to take

approximately 12 months to complete.

NOTES TO THE GROUP ACCOUNTS CONTINUED

53 weeks ended 5 April 2026

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

196

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

197

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

32. Closure of Johnson Tiles SA

On 19 June 2025, the local Board of Norcros South Africa approved the discontinuation and decommission of the manufacturing

and sale of tiles under Johnson Tiles SA (JTSA). This constitutes the closure of the final tile manufacturing business within the

Norcros Group and is considered a major line of business. Accordingly, JTSA’s results have been presented as discontinued

operations with a single amount shown on the face of the Consolidated Income Statement, and prior year restated for

comparability.

The table below provides further detail of the amounts presented in the Consolidated Income Statement.

	2026	2025
	£m	£m
Revenue	9.0	12.3
Expenses	(11.0)	(13.6)
Exceptional operating items	(11.1)	–
Finance costs	(0.4)	–
Loss before tax from discontinued operations	(13.5)	(1.3)
Tax credit on loss	3.6	0.4
Loss for the period from discontinued operations	(9.9)	(0.9)

Exceptional items within discontinued operations consists of c. £10.2m of non-cash items predominantly relating to the write-off

of inventory and fixed assets, and c. net £0.9m of cash costs predominantly relating to redundancy costs offset by proceeds from

the sale of fixed assets.

The table below shows the cash flows in relation to discontinued operations. These cash flows are included in the balances with

the Group consolidated cash flow and within note 27 (a) Cash generated from operations.

	2026	2025
	£m	£m
Loss before taxation from discontinued operations	(13.5)	(1.3)
Exceptional operating items from discontinued operations	11.1	–
Finance costs from discontinued operations	0.4	–
Depreciation and amortisation from discontinued operations	0.5	0.9
Cash flows from exceptional items	(0.9)	–
Changes in working capital	3.5	(4.0)
Cash used in operations	1.1	(4.4)
Purchase of property, plant and equipment and intangible assets	(0.3)	(1.0)
Net cash used in investing activities	(0.3)	(1.0)
Net increase/(decrease) in cash	0.8	(5.4)

33. Acquisition of Fibo

On 13 October 2025, the Group acquired 100% of the ordinary share capital of Fibo Holding AS and subsidiaries (Fibo), a

leading supplier of high-quality waterproof, decorative wall panels, in exchange of cash consideration of £11.5m. It has a modern

production facility in Norway, with c. 70% of sales from mainland Europe (with key positions in Scandinavia and central Europe)

and c. 30% from the UK. The acquisition was funded through utilisation of the Group’s banking facilities. Full details of the

acquisition are provided on the Group’s website (www.norcros.com).

The following table summarises the goodwill arising on acquisition of Fibo and the fair value of the assets acquired and the

liabilities assumed. Consideration was entirely cash with no contingent or deferred consideration.

	£m
Consideration	11.5
Less: Fair value of assets acquired	(9.2)
Goodwill arising on acquisition	2.3



33. Acquisition of Fibo CONTINUED

	Book value	Fair value	Fair value of assets
	of assets and	adjustments on	and liabilities
	liabilities acquired	acquisition	acquired
	£m	£m	£m
Intangible assets	11.2	33.2	44.4
Property, plant and equipment	3.6	0.2	3.8
Right of use assets	4.0	2.9	6.9
Inventories	8.4	(0.3)	8.1
Trade and other receivables	6.7	–	6.7
Cash	9.8	(0.2)	9.6
Listed bond borrowings	(39.8)	–	(39.8)
Trade and other payables	(15.1)	1.2	(13.9)
Current tax liabilities	(1.1)	(0.1)	(1.2)
Deferred tax liability	(1.8)	(6.8)	(8.6)
Lease liabilities	(5.4)	(1.4)	(6.8)
Total identifiable net assets	(19.5)	28.7	9.2
Goodwill	18.3	(16.0)	2.3
Cash consideration	(1.2)	12.7	11.5

The Group has determined the fair value of Fibo’s acquired intangible assets (excluding goodwill) £33.2m, representing the brand

and customer relationships. The values of these intangibles are calculated using assumptions on the expected future profitability

of the acquired business. A deferred tax liability of £7.8m has also been recognised, arising from the recognition of acquired

intangible assets. Acquired receivables predominantly relate to Trade Receivables through the normal course of business.

In most business combinations, there is an element of cost which cannot be allocated against the individual assets and liabilities

acquired. This residual amount is recognised as goodwill and is supported by a number of factors which do not meet the criteria

required for them to be treated as intangible assets. In this case, the most significant elements relate to Fibo’s knowledgeable

workforce. It is not expected at this stage that any of the goodwill will be deductible for tax purposes.

Total costs relating to the transaction of £4.2m have been expensed to the Consolidated Income Statement and included within

acquisition related costs of £3.9m recognised in the year ended 5 April 2026 and the remaining £0.3m recognised in prior years.

No contingent consideration is included within the transaction; however, as part of the transaction a long-term incentive

scheme has been put in place for key Fibo management staff which is also dependent on the financial performance of Fibo. The

charge for these schemes is built up over the performance period and is treated as deferred remuneration, discounted over the

performance period, and is included within acquisition related costs in the Consolidated Income Statement.

The revenue and underlying operating profit included in the Consolidated Statement of Comprehensive Income since

13 October 2025 contributed by Fibo are £32.7m and £3.3m respectively. On a pro-forma basis, Fibo’s revenue and underlying

operating profit, had it been part of the Group from the beginning of the period, would have been £68.2m and £7.7m

respectively, which would have resulted in total Group results of £428.9m and £52.5m respectively.

The net cash outflow from the transaction reported within investing activities was as follows:

	£m
Cash consideration	(11.5)
Cash acquired	9.6
Net cash outflow reported in the Consolidated Cash Flow Statement	(1.9)

In addition to the above, a cash outflow of £3.9m relating to costs incurred in respect of the transaction has been included

within cash generated from continuing operations, such that the total net cash outflow from the acquisition in the period was

£5.8m. Subsequent to the acquisition, the Group repaid the borrowings of Fibo, relating to a £39.8m bond loan.

NOTES TO THE GROUP ACCOUNTS CONTINUED

53 weeks ended 5 April 2026

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

198

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

199

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

PARENT COMPANY BALANCE SHEET

At 5 April 2026

PARENT COMPANY STATEMENT OF

CHANGES IN EQUITY

53 weeks ended 5 April 2026

Notes

2026

£m

2025

£m

Non-current assets

Investments 3 178.3 177.3

Deferred tax assets 4 0.5 0.5

178.8 177.8

Current liabilities

Trade and other payables 5 (5.9) (27.5)

Net current liabilities (5.9) (27.5)

Total assets less current liabilities 172.9 150.3

Non-current liabilities

Financial liabilities – borrowings 6 (98.0) (59.5)

Net assets 74.9 90.8

Financed by:

Share capital 7 9.0 8.9

Share premium account 47.6 47.6

Treasury reserve (0.5) 0.7

Retained earnings before loss for the financial year 25.2 43.2

Loss for the financial year (6.4) (9.6)

Total shareholders’ funds 74.9 90.8

The financial statements of Norcros plc, registered number 3691883, on pages 200 to 207 were authorised for issue on

10 June 2026 and signed on behalf of the Board by:

THOMAS WILLCOCKS JAMES EYRE

Chief Executive Officer Chief Financial Officer

Ordinary

share capital

£m

premium

£m

Treasury

reserve

£m

Retained

earnings

£m

Total equity

£m

At 1 April 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 30 March 2025 8.9 47.6 0.7 33.6 90.8

Comprehensive expense:

Loss for the year – – – (6.4) (6.4)

Total comprehensive expense for the year – – – (6.4) (6.4)

Transactions with owners:

Shares issued 0.1 – – – 0.1

Purchase of treasury shares – – (1.7) – (1.7)

Dividends paid – – – (9.5) (9.5)

Settlement of share option schemes – – 0.5 (0.4) 0.1

Value of employee services – – – 1.5 1.5

At 5 April 2026 9.0 47.6 (0.5) 18.8 74.9

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

200

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

201

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

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 53 weeks and,

as a result of this, the exact year-end date was 5 April 2026. All references to the financial year, therefore, relate to the 53 weeks

commencing on 31 March 2025. In the previous year, the accounting period was 52 weeks, beginning on 1 April 2024 and ending

on 30 March 2025.

Going concern

The Company had net current liabilities of £5.9m at the balance sheet date. The Directors have considered the Company’s

ability to meet its liabilities as they fall due, taking into account the financial position of the wider Group and availability of

group funding. The net current liabilities predominantly relate to an intercompany balance within the control of the Group, and

accordingly the risk of settlement is deemed remote. Refer to the Group going concern assessment in note 1 for further details.

Accordingly, the financial statements have been prepared on a going concern basis.

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’.

1. Statement of accounting policies CONTINUED

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.

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 over the vesting period. Where awards relate to employees of the

Company, the fair value of services received is recognised as an expense in the Income Statement with a corresponding credit

to equity. Where awards relate to employees of subsidiary undertakings, the share-based payment is treated as a capital

contribution and recognised as an increase in investments in subsidiaries, with a corresponding credit to equity.

The total amount recognised 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

The loss for the current year was £6.4m (2025: £5.6m) predominantly relating to interest on borrowings.

Auditor’s remuneration of £3,000 (2025: £3,000) and staff costs relating to two employees (2025: 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 114 to 139.

NOTES TO THE PARENT COMPANY ACCOUNTS

53 weeks ended 5 April 2026

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

202

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

203

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

3. Investments

Shares in

subsidiaries

£m

At 1 April 2025 177.3

Additions 1.0

At 5 April 2026 178.3

Details of the subsidiaries owned by the Company, held both directly and indirectly, are shown in note 12. Additions in the year

relate to capital contributions associated with the share-based payments value recognised in the year associated with subsidiary

undertakings.

4. 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:

2026

£m

2025

£m

Deferred tax asset 0.5 0.5

The analysis of the deferred tax asset is as follows:

2026

£m

2025

£m

Other temporary differences 0.5 0.5

2026

£m

2025

£m

To be recovered after more than 12 months – –

To be recovered within 12 months 0.5 0.5

0.5 0.5

The full potential asset for deferred tax is as follows:

2026

£m

2025

£m

Other temporary differences 0.5 0.5

Tax losses 4.5 4.5

5.0 5.0

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.

5. Trade and other payables

2026

£m

2025

£m

Accruals 0.9 1.2

Amounts owed to Group undertakings 5.0 26.3

5.9 27.5

6. Financial liabilities – borrowings

2026

£m

2025

£m

Bank loans 99.0 60.0

Costs of raising finance (1.0) (0.5)

98.0 59.5

Repayable after more than one year:

– between one and two years – –

– between two and five years 99.0 60.0

– costs of raising finance (1.0) (0.5)

98.0 59.5

The Company banking facility was refinanced in December 2025, whereby the amount of committed banking facility was

increased to £150m (plus a £75m uncommitted accordion). The maturity date was extended to December 2029 with a further

one-year extension available.

The Company has been in compliance with all banking covenants during the year.

7. Called-up share capital

2026

£m

2025

£m

Issued and fully paid

2026: 90,114,454 (2025: 89,818,983) ordinary shares of 10p each 9.0 8.9

In the year, 141,426 (2025: 112,935) of 10p ordinary shares were issued in order to satisfy vesting of options under the Company’s

SAYE and Deferred Bonus Plan share schemes, and 128,992 (2025: 109,455) were issued under Director bonus schemes. At

5 April 2026, 915,093 shares were held by the Employee Benefit Trust (2025: 256,631).

8. Dividends

A final dividend in respect of the year ended 30 March 2025 of £6.2m (6.9p per 10p ordinary share) was paid on 1 August 2025,

and an interim dividend of £3.3m (3.7p per 10p ordinary share) was paid on 13 January 2026. A final dividend in respect of

the 53 weeks ended 5 April 2026 of £7.0m (7.8p per 10p ordinary share) is to be proposed at the Annual General Meeting on

22 July 2026. These financial statements do not reflect this dividend.

9. 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 114

to 139. Employee remuneration is settled on behalf of the entity by Norcros Group (Holdings) Ltd.

10. Contingent liabilities

The Company is party to an omnibus set-off agreement between Lloyds Bank plc (as agent) and the Group’s UK subsidiaries.

NOTES TO THE PARENT COMPANY ACCOUNTS CONTINUED

53 weeks ended 5 April 2026

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

204

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

205

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.

11. 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

Fibo UK Ltd England As above

Fibo AS Norway Karenslyst Alle 8b, 0287 Oslo, Norway

Fibo Holding AS Norway As above

NOTES TO THE PARENT COMPANY ACCOUNTS CONTINUED

53 weeks ended 5 April 2026

Company

Country of

incorporation or

registration Registered address

Fibo Group AS Norway Karenslyst Alle 8b, 0287 Oslo, Norway

Fibo AB Sweden Franzengatan 6, 112 51, Stockholm, Sweden

Fibosystem OY Finland Siltasaarenkatu 18-20 A, 00530, Helsinki, Finland

Fibo USA LLC USA 1209 Orange Street, Wilmington, New Castle, Delaware, 19801

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 (SA) (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

11. Subsidiaries CONTINUED

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

206

NORCROS PLC ANNUAL REPORT AND ACCOUNTS 2026

207

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

NORCROS PLC

Ladyfield House

Station Road

Wilmslow

Cheshire SK9 1BU

www.norcros.com

NORCROS PLC ANNUAL REPORT & ACCOUNTS 2026