Results for the 53 weeks ended 5 April 2026
Summary by AI BETAClose X
11 June 2026
Norcros plc
Strong FY results and significant strategic progress
Clear platform for sustained growth
Norcros plc ("Norcros" or the "Group"), the number one branded bathroom products business in the UK and Ireland, today announces its results for the 53 weeks ended 5 April 2026 (prior period: 52 weeks ended 30 March 2025).
Financial highlights
· Group revenue up 10.6% in a challenging market; driven by the acquisition of Fibo and market share gains
· Group underlying operating profit1 up 7.9% to £48.0m (2025: £44.5m); Fibo acquisition and strong UK&I performance
o Group operating margin at 12.2% (2025: 12.5%) slightly lower, as expected, following Fibo acquisition. However European (previously UK&I) like-for-like ("LFL") operating margins up 0.4% to 15.9%
o Underlying profit before tax1 up 8.2% to £40.9m (2025: £37.8m)
· Excellent cash conversion of 116% (2025: 84%) with underlying net debt of £65.8m (1.2x leverage) demonstrating the Group's ability to rapidly reduce leverage following debt funded acquisitions
o Underlying return on capital employed1 (ROCE) up 2.7% to 20.0%
o EPS (diluted and underlying) up 7.2% to 35.8p (2025: 33.4p)
o Full year dividend increased by 8.7% (+0.9p) to 11.3p per share
Operational and Strategic highlights
· Ahead-of-market organic revenue growth, driven by new product launches, cross-selling and high service levels
· Regulatory tailwinds supporting sustainability-related market share gains; 2028 SBTi carbon targets already met
· Ongoing investment in systems infrastructure driving simplification, with service and efficiency gains
· Completed the acquisition of the highly complementary and earnings accretive Fibo business in Norway
· Exited tile manufacturing through the closure of Johnson Tiles South Africa
· Post year-end, announced the intention to explore options to sell the Group's remaining South African business
Current trading and outlook
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. The mid-premium RMI sector currently remains more resilient and the Board's expectations for FY27 are unchanged.
Thomas Willcocks, CEO, commented:
"The past year has been pivotal for Norcros as we delivered another strong set of results alongside significant strategic progress to reshape and strengthen the Group for the long term. We have seen a strong performance across our core European markets supported by the successful acquisition of Fibo in Norway. Margins have again improved in the UK and Ireland offset by a softer performance in South Africa, increased Group investment to support growth initiatives, and as expected, some initial margin dilution from the Fibo acquisition.
Our businesses have leading branded market positions, well-invested inventory levels and deep supplier and customer relationships. This, together with our collective scale, means we are able to perform through periods of volatility and to take market share opportunities that arise at times such as these.
We have further simplified the Group's portfolio and increased exposure to the more resilient mid-premium markets, taking a number of important strategic steps during the year as we continue to sharpen the Group's focus on sustainable bathroom products.
We continue to build momentum, with share gains and progress being made across our strategic priorities. Supported by our strong financial position and proven through-cycle model, whilst market conditions remain uncertain, we are confident in our ability to deliver further progress towards our medium-term ambitions in the year ahead."
Continuing Operations - Financial Summary
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|
2026 |
2025 as restated3 |
% change |
|
Revenue |
£393.4m |
£355.8m |
10.6% |
|
Revenue constant currency LFL2 |
|
|
0.6% |
|
Underlying operating profit1 |
£48.0m |
£44.5m |
7.9% |
|
Underlying operating profit margin |
12.2% |
12.5% |
(0.3pp) |
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Operating profit4 |
£22.2m |
£9.6m |
131.3% |
|
Underlying profit before taxation1 |
£40.9m |
£37.8m |
8.2% |
|
Underlying operating cash flow1 |
£57.6m |
£38.9m |
48.1% |
|
Underlying net debt5 |
(£65.8m) |
(£36.8m) |
(78.8%) |
|
Diluted underlying EPS1 |
35.8p |
33.4p |
7.2% |
|
Dividend per share |
11.3p |
10.4p |
8.7% |
|
Underlying Return on Capital Employed1 |
20.0% |
17.3% |
2.7pp |
|
Cash conversion |
116% |
84% |
|
1 Definitions and reconciliations of alternative performance measures are provided in note 5
2 Like-for-like ("LFL") adjusted from a 53 to 52 week period, Fibo which was acquired in the current year, and Johnson Tiles UK which was sold in the prior year
3 Discontinued Johnson Tiles SA is not included in the income statement in the current or prior year figures, consistent throughout this announcement. Note 8 provides further details on the results of discontinued operations
4 Operating profit is stated after acquisition and disposal related costs (the prior year included costs of £22.2m relating to the disposal of Johnson Tiles UK), exceptional operating items and IAS 19R administrative expenses. Details are contained later in this statement
5 Net debt is on an underlying basis and is net of cash, capitalised costs of raising finance and total borrowings. IFRS 16 lease commitments are not included
FY26 Results Presentation
There will be a presentation today at 9.30am for analysts at the offices of Berenberg, 60 Threadneedle St, London EC2R 8HP. To confirm your attendance, please email Norcros@mhpgroup.com.
There will also be a live, listen-only audio webcast of the event available at https://brrmedia.news/NXR_FY26. The supporting slides will be available in the Investor section of the Norcros website at www.norcros.com later in the day.
Enquiries
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Norcros plc |
Tel: 01625 547700 |
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Thomas Willcocks, Chief Executive Officer |
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James Eyre, Chief Financial Officer |
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MHP - Financial PR |
Tel: 07817 458 804 |
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Tim Rowntree Lucy Gibbs |
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Ollie Hoare Jake Terry |
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Notes to Editors
Norcros invests in and grows design-led, capital-light branded bathroom product businesses. Our decentralised collaborative model enables entrepreneurial management teams to operate independently while benefiting from the advantages of our collective scale. Each of our brands offers mid-premium product ranges distinguished by in-house design, a strong and growing commitment to sustainability, and industry-leading service for trade and retail customers.
Through a strategic combination of acquisitions and organic growth, Norcros has become the leading branded bathroom products group in the UK and Ireland. We see significant opportunity for further expansion, focused primarily on the large and fragmented European market. We aim to accelerate growth and increase market share through organic growth, selective acquisitions, operational excellence, and our fast developing and meaningful ESG capabilities.
Norcros includes the renowned brands Triton, Merlyn, Grant Westfield, Fibo, Vado, Croydex, and Abode in Europe, and Tile Africa, TAL, and House of Plumbing in South Africa.
Norcros is headquartered in Wilmslow, Cheshire, and employs approximately 2,100 people. The Company is listed on the London Stock Exchange. For further information, please visit the Company website: www.norcros.com
Chief Executive Officer's Review
Strong financial performance, clear platform for sustained growth
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.
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. I have known and worked closely with James throughout that time, particularly since I stepped into the CEO role three years ago. He has made a significant and valued contribution to Norcros, initially leading our acquisition strategy before becoming CFO. His dedication and leadership will leave a lasting mark, and he has played an important role in shaping Norcros into the market-leading bathroom products business it is today. We wish James and his family well for the future.
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 has been successfully concluded and we will update the market on progress in due course.
Outlook
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.
Continuing business performance
|
|
2026 £m |
2025* £m |
|
Revenue |
393.4 |
355.8 |
|
Operating profit |
22.2 |
9.6 |
|
IAS 19R administrative expenses |
2.8 |
1.8 |
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Acquisition and disposal related costs |
13.1 |
25.4 |
|
Exceptional operating items |
9.9 |
7.7 |
|
Underlying operating profit |
48.0 |
44.5 |
|
|
2026 £m |
2025* £m |
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Revenue - Europe |
291.6 |
256.4 |
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Revenue - South Africa |
101.8 |
99.4 |
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Revenue - Group |
393.4 |
355.8 |
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Underlying operating profit - Europe |
44.4 |
39.8 |
|
Underlying operating profit - South Africa |
3.6 |
4.7 |
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Underlying operating profit - Group |
48.0 |
44.5 |
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Underlying operating profit margin - Europe |
15.2% |
15.5% |
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Underlying operating profit margin - South Africa |
3.5% |
4.7% |
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Underlying operating profit margin - Group |
12.2% |
12.5% |
|
|
2026** £m |
2025** £m |
|
Underlying operating profit |
46.0 |
43.2 |
|
Depreciation and loss on disposal of right-of-use assets |
5.8 |
5.2 |
|
Lease costs |
(7.8) |
(6.8) |
|
Depreciation and underlying amortisation (owned assets) |
5.5 |
4.8 |
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Underlying EBITDA (pre-IFRS 16) |
49.5 |
46.4 |
|
Net working capital movement |
(1.1) |
(14.1) |
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Depreciation of right-of-use assets |
5.6 |
5.2 |
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Operating profit impact of IFRS 16 |
2.0 |
1.6 |
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IFRS 2 charge |
1.5 |
0.3 |
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Settlement of share options |
0.1 |
(0.5) |
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Underlying operating cash flow |
57.6 |
38.9 |
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Underlying operating cash conversion |
116% |
84% |
|
|
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. Please see note 8 for details of the discontinued operation results.
** 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.
Business review - Europe
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.
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.
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.
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.
Chief Financial Officer's Review
Profit growth; excellent cash conversion; strong balance sheet
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2026 £m |
2025* £m |
|
Revenue |
393.4 |
355.8 |
|
Underlying operating profit |
48.0 |
44.5 |
|
IAS 19R administrative expenses |
(2.8) |
(1.8) |
|
Acquisition and disposal-related costs |
(13.1) |
(25.4) |
|
Exceptional operating items |
(9.9) |
(7.7) |
|
Operating profit |
22.2 |
9.6 |
|
Net finance costs |
(7.3) |
(6.3) |
|
Profit before taxation |
14.9 |
3.3 |
|
Taxation |
(4.7) |
1.1 |
|
Profit for the year from continuing operations |
10.2 |
4.4 |
* The prior period comparatives have been restated where required to reflect discontinued operations
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.
IAS19 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.
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|
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 |
- |
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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 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%).
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 profit1 |
46.0 |
43.2 |
|
Depreciation and underlying amortisation (owned assets)2 |
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)1 |
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 conversion3 |
116% |
84% |
1 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.
2 Includes depreciation relating to Johnson Tiles South Africa.
3 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 |
|
Underlying return on capital employed |
20.0% |
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.
Principal risks and uncertainties
Risk management remains a priority for the Group to help sustain the success of the business in the future. There is a range of potential risks and uncertainties which could have a material impact on the Group's performance. The objective of our risk management framework is to support the business in meeting its strategic and operational objectives through the identification, monitoring and mitigation of risks within clearly defined risk appetite levels for each risk category.
The Board has carried out a robust assessment of the principal risks and taken them into consideration when assessing the long-term viability of the Company. The principal risks fall within the categories listed below, and full details of the principal risks including descriptions and mitigating actions are presented in the Annual Report and Accounts. They do not comprise all the risks that the Group may face and are not listed in any order of priority.
· Strategic risks including the risks associated with future acquisitions.
· Environmental, Social and Governance (ESG) risks include the risks associated with stakeholder requirements and reporting requirements.
· People risks include the risks associated with staff retention and recruitment. The Board's paramount concern as regards our people is to keep them safe.
· Commercial risks include risks associated with market conditions, the loss of key customers and competition.
· Operational risks include the risks associated with the reliance on production facilities and the loss of a key supplier.
· Financial risks include the risks associated with exchange rates, maintaining a suitable level of funding and liquidity and those associated with managing the defined benefit pension scheme.
· Information technology and cyber security risks include the risk of reliance on automated processes and systems and the increasing sophistication of cyber-crime.
Please see the full principal risks section within the Annual Report and Accounts for further details. 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 have responded effectively to a number of them.
The Board has also continued its focus on developing the risk management framework, ensuring internal controls remain effective and meeting the requirements of Provision 29 of the 2024 UK Corporate Governance Code.
Responsibility statement
Each of the Directors, whose names and functions are listed below, confirms that, to the best of their knowledge:
· The consolidated financial statements, prepared in accordance with the applicable United Kingdom law and in conformity with UK-adopted international accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the undertakings included in the consolidation taken as a whole;
· The business review includes a fair review of the development and performance of the business and the position of the Group and the undertakings included in the consolidation taken as a whole; and
· There have been no significant individual-related party transactions during the year.
Directors: 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) and Rebecca DeNiro (Non-Executive Director).
Thomas Willcocks
Chief Executive Officer
James Eyre
Chief Financial Officer
Consolidated income statement
53 weeks ended 5 April 2026
|
|
|
Notes |
2026 £m |
2025* £m |
|
|
|
Continuing operations |
|
|
|
|
|
|
Revenue |
2 |
393.4 |
355.8 |
|
|
|
Underlying operating profit |
|
48.0 |
44.5 |
|
|
|
IAS 19R administrative expenses |
|
(2.8) |
(1.8) |
|
|
|
Acquisition and disposal related costs |
3 |
(13.1) |
(25.4) |
|
|
|
Exceptional operating items |
3 |
(9.9) |
(7.7) |
|
|
|
Operating profit |
|
22.2 |
9.6 |
|
|
|
Finance costs |
4 |
(7.7) |
(7.1) |
|
|
|
IAS 19R finance credit |
|
0.4 |
0.8 |
|
|
|
Profit before taxation |
|
14.9 |
3.3 |
|
|
|
Taxation |
|
(4.7) |
1.1 |
|
|
|
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 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 |
6 |
11.4p |
4.9p |
|
|
|
From discontinued operations |
6 |
(11.1p) |
(1.0p) |
|
|
|
From profit for the year |
6 |
0.3p |
3.9p |
|
|
|
Diluted earnings per share: |
|
|
|
|
|
|
From continuing operations |
6 |
11.3p |
4.9p |
|
|
|
From discontinued operations |
6 |
(11.0p) |
(1.0p) |
|
|
|
From profit for the year |
6 |
0.3p |
3.9p |
|
|
|
Weighted average number of shares for basic earnings per share (m) |
|
89.0 |
89.5 |
|
|
|
Alternative performance measures |
|
|
|
|
|
|
Underlying profit before taxation (£m) |
5 |
40.9 |
37.8 |
|
|
|
Underlying earnings (£m) |
5 |
32.3 |
30.1 |
|
|
|
Basic underlying earnings per share |
6 |
36.3p |
33.6p |
|
|
|
Diluted underlying earnings per share |
6 |
35.8p |
33.4p |
|
* The prior period comparatives have been restated where required to reflect discontinued operations.
Consolidated statement of comprehensive income
53 weeks ended 5 April 2026
|
|
|
2026 £m |
2025 £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 |
|
(7.1) |
(8.9) |
|
Items that may be subsequently reclassified to the Income Statement |
|
|
|
|
Cash flow hedges - fair value gain in year |
|
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 |
|
(0.1) |
(5.0) |
Items in the statement are disclosed net of tax.
Consolidated balance sheet
At 5 April 2026
|
|
|
2026 £m |
2025 £m |
|
Non-current assets |
|
|
|
|
Goodwill |
|
103.2 |
107.4 |
|
Intangible assets |
|
84.6 |
46.1 |
|
Property, plant and equipment |
|
22.8 |
21.8 |
|
Deferred tax asset |
|
3.8 |
1.4 |
|
Pension scheme asset |
|
0.4 |
6.8 |
|
Right-of-use assets |
|
26.9 |
16.7 |
|
|
|
241.7 |
200.2 |
|
Current assets |
|
|
|
|
Inventories |
|
87.5 |
88.2 |
|
Trade and other receivables |
|
79.3 |
71.7 |
|
Current tax assets |
|
3.1 |
1.5 |
|
Cash and cash equivalents |
|
32.2 |
22.7 |
|
Derivative financial instruments |
|
0.8 |
- |
|
Asset held for sale |
|
- |
3.7 |
|
|
|
202.9 |
187.8 |
|
Current liabilities |
|
|
|
|
Trade and other payables |
|
(92.6) |
(86.7) |
|
Lease liabilities |
|
(8.2) |
(6.5) |
|
Current tax liabilities |
|
(2.9) |
(1.0) |
|
Derivative financial instruments |
|
- |
(0.5) |
|
Provisions |
|
(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 |
|
(98.0) |
(59.5) |
|
Lease liabilities |
|
(22.7) |
(14.1) |
|
Deferred tax liabilities |
|
(18.2) |
(10.0) |
|
Other non-current liabilities |
|
(0.5) |
(0.2) |
|
Provisions |
|
(1.2) |
(1.1) |
|
|
|
(140.6) |
(84.9) |
|
Net assets |
|
198.1 |
207.9 |
|
Financed by: |
|
|
|
|
Share capital |
|
9.0 |
8.9 |
|
Share premium |
|
47.6 |
47.6 |
|
Retained earnings and other reserves |
|
141.5 |
151.4 |
|
Total equity |
|
198.1 |
207.9 |
Consolidated cash flow statement
53 weeks ended 5 April 2026
|
|
Note |
2026 £m |
2025 £m |
|
Cash generated from operations |
7 |
42.9 |
28.3 |
|
Income taxes paid |
|
(2.9) |
(3.4) |
|
Interest paid |
|
(7.7) |
(6.4) |
|
Net cash generated from operating activities |
|
32.3 |
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 |
|
(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 statement of changes in equity
53 weeks ended 5 April 2026
|
|
Ordinary share capital £m |
Share premium £m |
Treasury reserve £m |
Hedging reserve £m |
Translation reserve £m |
Retained earnings £m |
Total equity £m |
|
At 1 April 2024 |
8.9 |
47.6 |
0.2 |
(0.4) |
(26.4) |
192.5 |
222.4 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
Profit for the year |
- |
- |
- |
- |
- |
3.5 |
3.5 |
|
Other comprehensive expense: |
|
|
|
|
|
|
|
|
Actuarial loss on retirement benefit obligations |
- |
- |
- |
- |
- |
(8.9) |
(8.9) |
|
Fair value gain on cash flow hedges |
- |
- |
- |
0.1 |
- |
- |
0.1 |
|
Foreign currency translation adjustments |
- |
- |
- |
- |
0.3 |
- |
0.3 |
|
Total other comprehensive expense for the year |
- |
- |
- |
0.1 |
0.3 |
(8.9) |
(8.5) |
|
Transactions with owners: |
|
|
|
|
|
|
|
|
Purchase of treasury shares |
- |
- |
(0.1) |
- |
- |
- |
(0.1) |
|
Dividends paid |
- |
- |
- |
- |
- |
(9.2) |
(9.2) |
|
Settlement of share option schemes |
- |
- |
0.6 |
- |
- |
(1.1) |
(0.5) |
|
Value of employee services |
- |
- |
- |
- |
- |
0.3 |
0.3 |
|
At 30 March 2025 |
8.9 |
47.6 |
0.7 |
(0.3) |
(26.1) |
177.1 |
207.9 |
|
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 preliminary statement
53 weeks ended 5 April 2026
1. Basis of preparation
Norcros plc (the Company), and its subsidiaries (together the Group), is a market-leading designer and supplier of high-quality bathroom and kitchen products in the UK, Europe and South African markets.
The Company is incorporated in the UK as a public company limited by shares and registered in England and Wales. The shares of the Company are listed on the premium segment of the London Stock Exchange market of listed securities. The address of its registered office is: Ladyfield House, Station Road, Wilmslow SK9 1BU, UK. The Company is domiciled in the UK.
The financial information presented in this preliminary statement is extracted from, and is consistent with, the Group's audited financial statements for the 53 weeks ended 5 April 2026. The financial information set out above does not constitute the Company's statutory financial statements for the periods ended 5 April 2026 or 30 March 2025 but is derived from those financial statements. Statutory financial statements for 2026 will be delivered following the Company's annual general meeting. The auditors have reported on those financial statements; their report was unqualified and did not contain a statement under section 498(2) or (3) of the Companies Act 2006.
The Group's results have been prepared in accordance with UK-adopted International Accounting Standards and with the accounting policies set out in the Annual Report and Accounts consistently applied to all periods.
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.
2. Segmental reporting
53 weeks ended 5 April 2026*
|
|
Europe £m |
South Africa £m |
Group £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 £m |
South Africa £m |
Group £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 |
|
|
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.
The split of revenue by geographical destination of the customer is below:
|
|
2026 £m |
2025* £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).
3. Acquisition and disposal related costs and exceptional operating items
An analysis of acquisition and disposal related costs and exceptional operating items is shown below:
|
Acquisition and disposal related costs |
2026 £m |
2025 £m |
|
Intangible asset amortisation1 |
7.8 |
6.5 |
|
Advisory fees2 |
3.9 |
1.1 |
|
Johnson Tiles UK loss on disposal and associated property costs3 |
- |
22.2 |
|
Deferred contingent consideration4 |
- |
(3.0) |
|
Deferred remuneration5 |
1.4 |
(1.4) |
|
|
13.1 |
25.4 |
1 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.
2 Professional advisory fees incurred in connection with the Group's business combination activities.
3 On 19 May 2024, the trade and assets of the Johnson Tiles UK division were sold to Johnson Tiles Ltd, a new company incorporated and run by the former divisional management team. The sale completed at a consideration lower than the carrying value of the assets of the business and as a result the Group incurred a loss on disposal of £22.2m at prior year end.
4 Relates to the release of the deferred contingent consideration arising on the acquisition of Grant Westfield.
5 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.
|
Exceptional operating items |
2026 £m |
2025 £m |
|
Restructuring costs1 |
1.9 |
4.6 |
|
Investment property profit on disposal2 |
0.2 |
- |
|
Costs in relation to new Enterprise Resource Planning systems3 |
1.0 |
2.0 |
|
Impairment4 |
7.2 |
- |
|
Legal case5 |
(0.4) |
1.1 |
|
|
9.9 |
7.7 |
1 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.
2 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.
3 Costs incurred in relation to the implementation of new Enterprise Resource Planning systems.
4 Impairment arising in the year predominantly relates to the impairment of goodwill at Tile Africa and House of Plumbing.
5 Costs incurred offset by gains in the year in relation to a legal case which positively concluded in the year.
4. Finance costs
|
|
2026 £m |
2025 £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 |
5. 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 costs relating to pension schemes. |
|
Underlying taxation |
Taxation on 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 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 employed (ROCE) |
Underlying operating profit on a pre-IFRS 16 basis expressed as a percentage of the average of opening and closing underlying capital employed. |
|
Basic underlying earnings per share
|
Underlying earnings divided by the weighted average number of shares for basic earnings per share. |
|
Diluted underlying earnings per share
|
Underlying earnings divided by the weighted average number of shares for diluted earnings 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/cash
|
Underlying net debt/cash 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 like for like basis
|
Revenue on a constant currency like-for-like basis is the underlying revenue growth by 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. |
Underlying profit and underlying earnings per share measures provide shareholders with additional useful information on the underlying performance of the Group. This is because these measures are those principally used by the Directors to assess the performance of the Group and are used as the basis for calculating the level of the annual bonus and long-term incentives earned by the Directors. Underlying ROCE is one of the Group's strategic key performance indicators and is therefore provided so that shareholders can assess the Group's performance in relation to its strategic targets. Underlying EBITDA and underlying operating cash flow are also used internally by the Directors in order to assess the Group's cash generation. The term 'underlying' is not recognised under IFRS and consequently the Group's definition of underlying may differ from that used by other companies.
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 £m |
2025* £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 3) |
13.1 |
25.4 |
|
- exceptional operating items (see note 3) |
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* £m |
2025* £m |
|
Operating profit |
22.2 |
9.6 |
|
Adjusted for: |
|
|
|
- IAS 19R administrative expenses |
2.8 |
1.8 |
|
- acquisition and disposal related costs (see note 3) |
13.1 |
25.4 |
|
- exceptional operating items (see note 3) |
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 |
5.8 |
5.2 |
|
- lease costs |
(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. Please note the current and prior year numbers above differ to the Underlying EBITDA seen in the Chief Financial Officer's review due to that statement being used for the cash measure Cash Conversion, and accordingly including Johnson Tiles SA performance.
Consolidated Cash Flow Statement
(a) Underlying operating cash flow
|
|
2026 £m |
2025 £m |
|
Cash generated from operations (see note 7) |
42.9 |
28.3 |
|
Adjusted for: |
|
|
|
- cash flows from exceptional items and acquisition and disposal related costs (see note 7) |
9.4 |
7.5 |
|
- pension fund deficit recovery contributions |
5.3 |
3.1 |
|
Underlying operating cash flow |
57.6 |
38.9 |
Consolidated Balance Sheet
(a) Underlying capital employed and underlying return on capital employed
|
|
2026 £m |
2025 £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% |
6. 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 £m |
2025* £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.
|
|
2026 Number |
2025 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 £m |
2025* £m |
|
Underlying earnings (see note 5) |
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.
7. Consolidated cash flow statement
(a) Cash generated from operations
The analysis of cash generated from operations is given below:
|
|
2026 £m |
2025 £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) |
|
- IFRS 2 charges |
1.5 |
0.4 |
|
Operating cash flows 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) Analysis of underlying net cash/(debt)
|
|
Cash £m |
Current borrowings £m |
Non-current borrowings £m |
Underlying net debt £m |
|
At 1 April 2024 |
30.8 |
- |
(68.1) |
(37.3) |
|
Cash flow |
(8.3) |
- |
9.0 |
0.7 |
|
Non-cash finance costs |
- |
- |
(0.4) |
(0.4) |
|
Exchange movement |
0.2 |
- |
- |
0.2 |
|
At 30 March 2025 |
22.7 |
- |
(59.5) |
(36.8) |
|
Cash flow |
9.1 |
39.8 |
(39.0) |
9.9 |
|
Borrowings acquired |
- |
(39.8) |
- |
(39.8) |
|
Non-cash finance costs |
- |
- |
0.5 |
0.5 |
|
Exchange movement |
0.4 |
- |
- |
0.4 |
|
At 5 April 2026 |
32.2 |
- |
(98.0) |
(65.8) |
Non-cash finance costs relate to the movement in the costs of raising debt finance in the year.
8. 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 £m |
2025 £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 7 Cash generated from operations.
|
|
2026 £m |
2025 £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) |
9. 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 |
|
|
Book value of assets and liabilities acquired £m |
Fair value adjustments on acquisition £m |
Fair value of assets and liabilities acquired £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 Group management staff which is also dependent on the financial performance of Fibo Group. 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 underlyin 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.
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