Norcros PLC Results for the six months ended 30 September 2024

RNS Number : 0318N

Norcros PLC

21 November 2024

Norcros plc

Results for the six months ended 30 September 2024

Resilient trading and market share gains in a challenging demand environment

Norcros plc, the market-leading designer and supplier of high-quality sustainable bathroom and kitchen products, today announces its interim results for the six months ended 30 September 2024.

Financial summary

	6 months to 30 September 2024	6 months to 30 September 2023	% change 2024 v 2023
Revenue	£188.4m	£201.6m	(6.5%)
Revenue constant currency LFL¹			0.1%
Underlying operating profit²	£19.7m	£21.4m	(7.9%)
Underlying profit before taxation²	£16.4m	£18.1m	(9.4%)
Diluted underlying EPS²	14.1p	15.6p	(9.6%)
Operating (loss)/profit	(£8.6m)³	£15.3m	(156.2%)
Underlying net debt²	(£44.9m)	(£46.6m)
Interim dividend per share	3.5p	3.4p

Highlights

· Market share growth in a challenging demand environment (Group revenue +0.1% LfL):

o UK (revenue +0.9% LFL): share gains - new product development ("NPD") and cross-selling

o SA (revenue -1.7% constant currency): macro (inc. energy) stabilising but subdued consumer confidence

o Well-positioned for market recovery in new house build and RMI

· Continued strong progress on delivering strategic initiatives:

o Portfolio Development - completed disposal of Johnson Tiles UK

o Organic Growth - cross-selling, NPD and service levels

o Operational Excellence - consolidating UK warehouse footprint

o ESG - net zero transition - investment in sustainable products

· Reported revenue of £188.4m (2023: £201.6m). Underlying operating profit of £19.7m (2023: £21.4m)⁴

· UK underlying operating margin at 13.6% (2023: 13.0%) with Group underlying operating margins flat at 10.5% (2023: 10.6%)

· Strong balance sheet - low leverage at 1.0x underlying EBITDA

· Interim dividend of 3.5p per share, an increase of 0.1p

· The Board expects full year underlying operating profit to be in line with market expectations⁵

Thomas Willcocks, CEO, commented:

"In a weak market during the first half of the year Norcros has again grown share and made further strategic progress. While the demand environment is expected to remain challenging, we remain focused on the significant market opportunities available and are confident that our leading positions and strategic implementation will continue to deliver market share gains. The Board therefore expects full year underlying operating profit to be in line with market expectations⁵ showing further progress towards achieving our medium-term targets."

There will be an in-person presentation and Q&A session today at 9.30am GMT for analysts at the offices of Hudson Sandler, 25 Charterhouse Square, London, EC1M 6AE. There will also be a live audio webcast of the event (without Q&A), available at https://brrmedia.news/NXR_IR_24/25. The supporting slides and webcast playback will be available in the investors section of the Norcros website at www.norcros.com later in the day.

¹ LFL (like for like) revenues at constant currency adjusted for Johnson Tiles UK and Norcros Adhesives

² Definitions and reconciliations of alternative performance measures are provided in note 3

³ The operating loss in the period is post the non-cash cost of £21.4m, as a result of the disposal of Johnson Tiles UK. Further detail is provided in note 4

⁴ Year on year movement reflects disposal of Johnson Tiles UK, investment in operational efficiencies, and the challenging demand environment in South Africa

⁵ Norcros compiled market consensus for the year to 31 March 2025, as at 21 November 2024, is for an underlying operating profit of £43.1 million

Enquiries

Norcros plc	Tel: 01625 547700
Thomas Willcocks, Chief Executive Officer
James Eyre, Chief Financial Officer

Hudson Sandler	Tel: 0207 796 4133
Nick Lyon Lucy Wollam-Coles

Notes to Editors

Norcros is a market-leading group of brands specialising in design-led, sustainable bathroom and kitchen products across the UK, Ireland, South Africa, and select export markets. Each of our brands offers mid-premium product ranges distinguished by their innovation, design, and commitment to sustainability, all backed by industry-leading service to our trade and retail customers.

Through a strategic blend of acquisitions and organic growth, Norcros has become the UK and Ireland's number one bathroom products group. We see significant potential for further expansion within this large and fragmented market, accelerating growth and capturing market share through continued acquisitions, organic development, operational excellence, and meaningful ESG capabilities.

Norcros encompasses the renowned brands, Triton, Merlyn, Grant Westfield, VADO, Croydex, and Abode in the UK, and Tile Africa, TAL, Johnson Tiles South Africa, and House of Plumbing in South Africa.

Norcros is headquartered in Wilmslow, Cheshire and employs around 2,100 people. The Company is listed on the London Stock Exchange. For further information please visit the Company website: www.norcros.com

Overview of results

The Board is pleased to report another resilient performance for the six months ended 30 September 2024 driven by the strength of our brands, their mid-premium market positioning, and the benefits of our ongoing investment in new product development. This enabled the Group to deliver further market share gains.

UK market share growth and a resilient performance in South Africa, despite the challenging demand environment, have led to a Group revenue of £188.4m (2023: £201.6m) and an underlying operating profit of £19.7m for the period (2023: £21.4m). Group operating margins at 10.5% were in line with the prior year (2023: 10.6%). Good cash generation at 69% of underlying EBITDA, was below the prior year largely due to an increase in debtors arising from the 26 week accounting period ending on the 29 September 2024.

In the UK, revenue growth was 0.9% on a like for like basis, adjusted for the disposal of Johnson Tiles UK and the closure of Norcros Adhesives. On a reported basis, revenue of £131.3m (2023: £143.9m), was down 8.8%. Market-leading brands such as Triton, Merlyn, and Grant Westfield continued to demonstrate market share growth and attract new customers in our target mid-premium market segments, leveraging our strong new product development pipeline, scale-based collaboration and cross-selling initiatives and exceptional customer service.

In South Africa, we have encouragingly seen six months without energy interruptions albeit consumer sentiment remains subdued, with revenue of £57.1m (2023: £57.7m) down 1.7% on a constant currency basis. The business, led by an experienced management team, has proved resilient and is well-positioned to benefit as consumer confidence recovers.

The half year performance demonstrates the strength and positioning of our market-leading businesses. Although our brands operate separately, we do collectively take advantage of our scale to deliver revenue and cost synergies, helping to drive market share growth. Given the strength of and continued investment in our model, we are confident that we will continue to make further progress given the significant opportunity in the fragmented and attractive bathroom and kitchen product markets in which we operate.

Strategic progress

Significant progress has been made across the Group's four strategic initiatives in the period with ongoing momentum for the second half of the year.

Portfolio development - continued with successful completion of the disposal of Johnson Tiles UK to the management team in May 2024. We have a well-developed M&A pipeline and continue to evaluate a number of strategically aligned opportunities that could accelerate our growth and be accretive under our ownership.

Organic growth - the Group's collaborative approach to cross-selling and new product development continues to deliver revenue synergies, driving sustainable and profitable growth across our product portfolio. In addition, our scale enables significant investment in our new product development, people and service levels, which help our businesses drive organic growth faster under our ownership and is a key differentiator versus peers.

In the UK, we continue to develop new business through our structured cross-selling program, with significant short and medium term opportunities. Successful H1 product launches included a first strategic move towards offering a complete and matched bathroom offer through VADO's Cameo range and Grant Westfield's Naturepanel, our FSC-certified wall panel that can also be used outside of the bathroom. Both have been well-received and are demonstrating positive momentum.

In South Africa, TAL, in particular, has made share gains through new product development, including in complementary product categories. TAF and TAL also continue to grow their directly sourced private label ranges, and will be increasingly working together to drive scale-based sourcing benefits.

Operational efficiencies - during the period we delivered two key projects as part of our drive to leverage the scale-based opportunities by successfully completing the consolidation of the Merlyn and Grant Westfield warehousing and distribution functions. We also completed the warehouse consolidation at VADO. These initiatives have reduced the UK warehouse footprint from 26 to 15 sites and will drive continued improvement in accuracy, efficiency and customer service. Further scale-based collaboration on our supply chain and freight continues to help the Group successfully navigate ongoing challenges in the freight industry.

ESG - Norcros views corporate responsibility and sustainability as a distinct source of competitive advantage. As we set out in our 2024 Annual Report, our key ESG focus is around our people, product and planet themes which underpin our strategic growth and operational plans. We have continued momentum in these areas in the first half of the year and our ESG credentials are key to our larger customers buying decisions.

On the People front, we have strengthened our skills base and made further DE&I progress. In our Product theme, we have published our Supply Chain Policy and increased investment in sustainable product development with new launches through FY25 from Grant Westfield (Naturepanel) and Triton (ENVi).

In our Planet theme, we have a published Net Zero Transition Plan (in line with Transition Plan Taskforce guidelines). We have set carbon targets to reduce scope 1 and 2 GHG emissions by 33.6% by 2028 (2023 base year) and these targets were validated by SBTi in January. We made good progress on this in the last financial year with a reduction in scope 1 and 2 emissions of c. 9%. As we continue to focus on a range of emissions reduction initiatives, and following the disposal of Johnson Tiles UK, we are making further progress towards our 2028 targets through the current financial year.

Norcros UK operating review

Our UK business delivered another excellent first half result with like for like revenue growth of 0.9%. On a reported basis, revenue of £131.3m (2023: £143.9m) was 8.8% lower than the prior year largely reflecting the disposal of Johnson Tiles UK in May 2024.

Our businesses again demonstrated their ability to grow share driven by new product launches, excellent stock availability and outstanding customer service. Our new product development pipeline is strong with a focus on leading in the design of market-leading products with clear sustainability benefits. Triton was once again recognised as the industry leader in this area, winning the King's Award for Enterprise in May, in recognition of its outstanding commitment to Sustainable Development.

In addition to market share growth, meaningful first steps were taken to drive improve operational performance with the consolidation of part of our warehousing footprint in the UK with a reduction from 26 to 15 facilities across VADO and Grant Westfield. Both projects were completed ahead of schedule and are an important step in our wider group operations strategy.

The RMI (Repair, Maintenance and Investment) sector remains the largest component in our UK market. Our market-leading brands are positioned in the mid-premium segment which has remained more resilient in the period and well-placed to benefit as the market recovers.

The UK government is targeting 1.5 million new homes in its first term (300,000 homes per year) which alongside changes in building regulations, such as the Future Homes Standard, means that there is a significant growth opportunity in housing. Through our long-standing existing relationships and our alignment with new building regulations particularly regarding energy and water, we are well-placed to capitalise as new build activity develops.

Overall, underlying operating profit for the period reduced by £0.9m to £17.8m (2023: £18.7m) largely reflecting investment to deliver future operational efficiencies in warehousing and logistic activities and the disposal of Johnson Tiles UK. UK underlying operating margin increased to 13.6% (2023: 13.0%).

Norcros SA operating review

Our South African business generated revenue of £57.1m (2023: £57.7m), reflecting a 1.7% reduction on a constant currency basis and a resilient overall performance in the period. Encouragingly, there have been no electricity supply interruptions in the last six months albeit consumer sentiment remains subdued.

TAL, our market-leading adhesive business in South Africa, posted a strong performance in the period, profitably growing share through targeted product launches, focused marketing activity and exceptional service levels. House of Plumbing performance was also marginally ahead of the previous year despite the tough commercial market environment.

Both Johnson Tiles and Tile Africa, with leading positions in the new house build market, were particularly impacted by the subdued market. Consequently, during the period, Johnson Tiles had a four-week shutdown in response to weak market demand which further impacted profitability.

Given the stabilising macro outlook, we remain well-placed as the market gradually recovers.

Underlying operating profit for the period was £1.9m (2023: £2.7m), with the operating margin at 3.3% (2023: 4.7%).

Financial summary

Group revenue for the 26 week first half was £188.4m (2023: £201.6m), 0.1% ahead of the prior year on a constant currency like for like basis and a 6.5% decrease on a reported basis.

Underlying operating profit was £19.7m (2023: £21.4m), largely reflecting the lower revenue in the period. The Group's underlying operating profit margin was in line with the prior year at 10.5% (2023: 10.6%).

The reported operating loss was £8.6m (2023: profit of £15.3m) after deducting acquisition and disposal related costs of £25.5m (2023: £3.9m), exceptional operating items of £2.1m (2023: £1.4m) and IAS 19R administration expenses of £0.7m (2023: £0.8m).

Acquisition and disposal related costs included the previously communicated non-cash loss on disposal of £21.4m relating to the disposal of Johnson Tiles UK in May 2024. Other acquisition and disposal related costs represent amortisation of acquired intangibles of £3.3m (2023: £3.3m) and advisory fees of £0.8m (2023: £0.1m). Exceptional operating items predominantly relate to the cash costs of investment in consolidating the warehousing and distribution sites at Grant Westfield.

Underlying profit before taxation was £16.4m (2023: £18.1m). Bank interest costs and IFRS 16 interest costs on lease liabilities were consistent with the prior year at £2.5m and £0.8m respectively. The application of IFRS 16 had no impact on underlying profit before taxation (2023: £0.1m improvement). The reported loss before taxation was £11.7m (2023: profit of £11.7m).

Diluted underlying earnings per share were 14.1p (2023: 15.6p), reflecting a reduction in underlying profit before taxation.

The Group generated an underlying operating cash inflow of £14.8m (2023: £27.4m). The reduction against last year reflected investment into working capital, predominantly from an increase in debtors due to the 26 week accounting period ending on 29 September 2024 compared to the standard due date for customer payments of 30 September.

Capital expenditure was £4.4m in the first half (2023: £4.2m), with investment in new product development and projects focused on further driving operational excellence.

Financial position

The Group remains in a strong financial position with net debt (pre-IFRS 16) of £44.9m (31 March 2024: £37.3m), the increase in part reflecting the investment in working capital in the period. Inclusive of IFRS 16 lease liabilities, net debt was £68.4m (31 March 2024: £59.5m). Leverage stands at 1.0x underlying EBITDA on a pre-IFRS 16 basis, with significant funding headroom in our committed £130m RCF financing facility, maturing in October 2027. IFRS16 has no impact on cash flow nor on the Group's bank covenants.

Dividend

The Board recognises the importance of dividends to shareholders and is declaring an interim dividend of 3.5p (H1 2024: 3.4p) per share, reflecting the resilient first half performance and its confidence in the Group's future prospects. The dividend is payable on 14 January 2025 to shareholders on the register on 29 November 2024. The shares will be quoted ex-dividend on 28 November 2024.

Pension scheme

The Group's pension scheme remains appropriately funded, with an IAS 19 surplus of £16.5m at 30 September 2024 (31 March 2024: £16.5m). The 1 April 2024 triennial actuarial valuation process is progressing well with the Company and the scheme's Trustee working constructively together, and we are confident of making further progress.

Summary and outlook

The continued implementation of our growth strategy means that we are well-placed for further share gains in our targeted mid-premium RMI market segments and any recovery in this and the new house build sector, where we hold leading positions. Market share growth is increasingly being delivered through a strong focus on sustainable new products and a more efficient and customer-focused operating platform.

In summary, there remain significant opportunities across our geographies and, despite market conditions, we look forward to further progress in the second half of the year. The Board therefore expects full year underlying operating profit to be in line with market expectations^. showing further progress towards achieving our medium-term targets.

Condensed consolidated income statement

Six months to 30 September 2024

	Notes	6 months to 30 September 2024 (unaudited) £m	6 months to 30 September 2023 (unaudited) £m	Year ended 31 March 2024 (audited) £m
Revenue		188.4	201.6	392.1
Underlying operating profit		19.7	21.4	43.2
IAS 19R administrative expenses		(0.7)	(0.8)	(1.3)
Acquisition and disposal related costs	4	(25.5)	(3.9)	(4.3)
Exceptional operating items	4	(2.1)	(1.4)	2.3
Operating (loss)/profit		(8.6)	15.3	39.9
Finance costs	7	(3.5)	(3.9)	(8.1)
IAS 19R finance credit		0.4	0.3	0.8
(Loss)/profit before taxation		(11.7)	11.7	32.6
Taxation	6	3.1	(2.4)	(5.8)
(Loss)/profit for the period attributable to equity holders of the Company		(8.6)	9.3	26.8
Earnings per share attributable to equity holders of the Company
Basic earnings per share:
From (loss)/profit for the period	5	(9.6p)	10.4p	30.1p
Diluted earnings per share:
From (loss)/profit for the period	5	(9.5p)	10.3p	29.8p
Weighted average number of shares for basic earnings per share (millions)	5	89.4	89.2	89.0
Alternative performance measures
Underlying profit before taxation (£m)	3	16.4	18.1	36.4
Underlying earnings (£m)	3	12.7	14.1	28.8
Basic underlying earnings per share	5	14.2p	15.8p	32.4p
Diluted underlying earnings per share	5	14.1p	15.6p	32.1p

Condensed consolidated statement of comprehensive income

Six months to 30 September 2024

	6 months to 30 September 2024 (unaudited) £m	6 months to 30 September 2023 (unaudited) £m	Year ended 31 March 2024 (audited) £m
(Loss)/profit for the period	(8.6)	9.3	26.8
Other comprehensive income and expense:
Items that will not subsequently be reclassified to the Income Statement
Actuarial losses on retirement benefit obligations	(1.4)	(0.5)	(1.4)
Items that may be subsequently reclassified to the Income Statement
Cash flow hedges - fair value (loss)/gain in year net of taxation	(0.9)	1.7	1.0
Foreign currency translation adjustments	2.2	(2.9)	(5.3)
Other comprehensive expense for the period	(0.1)	(1.7)	(5.7)
Total comprehensive (loss)/income for the period attributable to equity holders of the Company	(8.7)	7.6	21.1

Items in the statement are disclosed net of tax.

Condensed consolidated balance sheet

At 30 September 2024

	Notes	At 30 September 2024 (unaudited) £m	At 30 September 2023 (unaudited) £m	At 31 March 2024 (audited) £m
Non-current assets
Goodwill		107.5	107.5	107.3
Intangible assets		50.7	56.6	53.9
Investment Property		5.7	-	-
Property, plant and equipment		23.3	24.3	28.1
Deferred tax asset	6	-	-	0.7
Pension scheme asset	12	16.5	15.7	16.5
Right of use assets		19.6	17.9	18.0
		223.3	222.0	224.5
Current assets
Inventories		83.7	97.2	97.4
Trade and other receivables		77.8	78.6	72.6
Cash and cash equivalents	8	21.4	32.6	30.8
		182.9	208.4	200.8
Current liabilities
Trade and other payables		(95.3)	(91.9)	(89.1)
Lease liabilities		(6.4)	(6.3)	(6.3)
Current tax liabilities		(1.9)	(1.0)	(2.5)
Derivative financial instruments		(2.1)	-	(0.6)
Provisions		(0.3)	-	(0.7)
		(106.0)	(99.2)	(99.2)
Net current assets		76.9	109.2	101.6
Total assets less current liabilities		300.2	331.2	326.1
Non-current liabilities
Financial liabilities - borrowings	8	(66.3)	(79.2)	(68.1)
Lease liabilities		(17.1)	(16.0)	(15.9)
Deferred tax liabilities	6	(8.3)	(14.7)	(14.1)
Other non-current liabilities		(0.2)	(6.9)	(4.6)
Provisions		(1.1)	(2.9)	(1.0)
		(93.0)	(119.7)	(103.7)
Net assets		207.2	211.5	222.4
Financed by:
Share capital	9	8.9	8.9	8.9
Share premium		47.6	47.6	47.6
Retained earnings and other reserves		150.7	155.0	165.9
Total equity		207.2	211.5	222.4

Condensed consolidated statement of cash flow

Six months to 30 September 2024

	Notes	6 months to 30 September 2024 (unaudited) £m	6 months to 30 September 2023 (unaudited) £m	Year ended 31 March 2024 (audited) £m
Cash generated from operations	10	10.2	23.6	49.0
Income taxes paid		(1.8)	(2.6)	(5.6)
Interest paid		(2.9)	(3.3)	(6.8)
Net cash generated from operating activities		5.5	17.7	36.6

Cash flows from investing activities
Purchase of property, plant and equipment and intangible assets		(4.4)	(4.2)	(7.3)
Net cash used in investing activities		(4.4)	(4.2)	(7.3)

Cash flows from financing activities
Purchase of treasury shares		(0.1)	(0.8)	(0.8)
Cost of raising debt finance		(0.2)	-	(0.2)
Principal element of lease payments		(2.6)	(2.3)	(4.9)
Repayment of borrowings		(2.0)	-	(11.0)
Dividends paid to the Company's shareholders		(6.1)	(6.1)	(9.1)
Net cash used in financing activities		(11.0)	(9.2)	(26.0)

Net (decrease)/increase in cash and cash equivalents		(9.9)	4.3	3.3
Cash and cash equivalents at beginning of the period		30.8	29.0	29.0
Exchange movements on cash and cash equivalents		0.5	(0.7)	(1.5)
Cash and cash equivalents at end of the period		21.4	32.6	30.8

Alternative performance measures
Underlying operating cash flow	3	14.8	27.4	56.4

Condensed consolidated statements of changes in equity

Six months to 30 September 2024 (unaudited)

	Ordinary share capital £m	Share premium £m	Treasury reserve £m	Hedging Reserve £m	Translation reserve £m	Retained earnings £m	Total £m
At 31 March 2024	8.9	47.6	0.2	(0.4)	(26.4)	192.5	222.4
Comprehensive income:
Loss for the period	-	-	-	-	-	(8.6)	(8.6)
Other comprehensive (expense)/income:
Actuarial loss on retirement benefit obligations	-	-	-	-	-	(1.4)	(1.4)
Fair value loss on currency hedges	-	-	-	(0.9)	-	-	(0.9)
Foreign currency translation adjustments	-	-	-	-	2.2	-	2.2
Total other comprehensive (expense)/income	-	-	-	(0.9)	2.2	(1.4)	(0.1)
Transactions with owners:
Settlement of share option schemes	-	-	0.5	-	-	(1.0)	(0.5)
Purchase of treasury shares	-	-	(0.1)	-	-	-	(0.1)
Dividends paid	-	-	-	-	-	(6.1)	(6.1)
Value of employee services	-	-	-	-	-	0.2	0.2
At 30 September 2024	8.9	47.6	0.6	(1.3)	(24.2)	175.6	207.2

Six months to 30 September 2023 (unaudited)

	Ordinary share capital £m	Share premium £m	Treasury reserve £m	Hedging Reserve £m	Translation reserve £m	Retained earnings £m	Total £m
At 31 March 2023	8.9	47.6	(0.1)	(1.4)	(21.1)	176.5	210.4
Comprehensive income:
Profit for the period	-	-	-	-	-	9.3	9.3
Other comprehensive income/(expense):
Actuarial loss on retirement benefit obligations	-	-	-	-	-	(0.5)	(0.5)
Fair value gain on currency hedges	-	-	-	1.7	-	-	1.7
Foreign currency translation adjustments	-	-	-	-	(2.9)	-	(2.9)
Total other comprehensive income/(expense)	-	-	-	1.7	(2.9)	(0.5)	(1.7)
Transactions with owners:
Purchase of treasury shares	-	-	(0.8)	-	-	-	(0.8)
Dividends paid	-	-	-	-	-	(6.1)	(6.1)
Value of employee services	-	-	-	-	-	0.4	0.4
At 30 September 2023	8.9	47.6	(0.9)	0.3	(24.0)	179.6	211.5

Year ended 31 March 2024 (audited)

	Ordinary share capital £m	Share premium £m	Treasury reserve £m	Hedging Reserve £m	Translation reserve £m	Retained earnings £m	Total £m
At 31 March 2023	8.9	47.6	(0.1)	(1.4)	(21.1)	176.5	210.4
Comprehensive income:
Profit for the year	-	-	-	-	-	26.8	26.8
Other comprehensive income/(expense):
Actuarial loss on retirement benefit obligations	-	-	-	-	-	(1.4)	(1.4)
Fair value gain on cash flow hedges	-	-	-	1.0	-	-	1.0
Foreign currency translation adjustments	-	-	-	-	(5.3)	-	(5.3)
Total other comprehensive income/(expense) for the year	-	-	-	1.0	(5.3)	(1.4)	(5.7)
Transactions with owners:
Purchase of treasury shares	-	-	(0.8)	-	-	-	(0.8)
Dividends paid	-	-	-	-	-	(9.1)	(9.1)
Settlement of share option schemes	-	-	1.1	-	-	(1.2)	(0.1)
Value of employee services	-	-	-	-	-	0.9	0.9
At 31 March 2024	8.9	47.6	0.2	(0.4)	(26.4)	192.5	222.4

Notes to the accounts

Six months to 30 September 2024

1. 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 England as a public company limited by shares. 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.

This condensed consolidated interim financial information was approved for issue on 21 November 2024 and does not comprise statutory accounts within the meaning of Section 434 of the Companies Act 2006 and has neither been audited nor reviewed.

Basis of preparation

This condensed consolidated interim financial information for the six months to 30 September 2024 has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and with IAS 34, 'Interim financial reporting'. For operational reasons, the Company has adopted an accounting period of 26 weeks and, as a result of this, the interim end date was 29 September 2024. In the previous year, the interim period was the 26 weeks ending 1 October 2023.

The Directors consider, after making appropriate enquiries at the time of approving the condensed consolidated interim financial information, that the Company and the Group have adequate resources to continue in operational existence and, accordingly, that it is appropriate to adopt the going concern basis in the preparation of the condensed consolidated interim financial information.

The condensed consolidated interim financial information should be read in conjunction with the Annual Report and Accounts for the year ended 31 March 2024, which has been prepared in accordance with IFRS as adopted by the UK. The Annual Report and Accounts was approved by the Board on 12 June 2024 and delivered to the Registrar of Companies. The report of the external auditor on the financial statements was unqualified.

Accounting policies

The principal accounting policies applied in the preparation of this condensed consolidated interim financial information are included in the financial report for the year ended 31 March 2024. These policies have been applied consistently to all periods presented.

Taxes on income in the interim period to 30 September 2024 are accrued using the tax rate that would be applicable to the cumulative profits and losses in the period. Taxes on income in the interim period to 30 September 2023 were accrued using the tax rate that would be applicable to the expected total annual profits or losses.

Risks and uncertainties

The principal risks and uncertainties affecting the Group, together with the approach to their mitigation, remain as set out on pages 106 to 117 in the 2024 Annual Report, which is available on the Group's website (www.norcros.com). The principal risks stated were: acquisition risk, environmental, social and governance (ESG), staff retention and recruitment, market conditions, loss of key customers, competition, reliance on production facilities, loss of a key supplier, information technology and cyber security risk, exchange rate risk, funding and liquidity risk and pension scheme risk.

This interim statement includes comments on the outlook for the remaining six months of the financial year.

Forward-looking statements

This interim statement contains forward-looking statements. Although the Group believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to be correct. Due to the inherent uncertainties, including both economic and business risk factors underlying such forward-looking information, actual results may differ materially from those expressed or implied by these forward-looking statements.

The Group undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Accounting estimates and judgements

The preparation of condensed consolidated interim financial information requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amount of assets and liabilities, income, and expense. Actual results may differ from these estimates.

In preparing the condensed consolidated interim financial information, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements for the year ended 31 March 2024.

2. Segmental reporting

The Group operates in two main geographical areas: the UK and South Africa. All inter-segment transactions are made on an arm's length basis. The chief operating decision maker, which is considered to be the Board, assesses performance and allocates resources based on geography as each segment has similar economic characteristics, complementary products, distribution channels and regulatory environments.

	Notes	6 months to 30 September 2024 (unaudited)
	Notes	UK £m	South Africa £m	Group £m
Revenue		131.3	57.1	188.4
Underlying operating profit		17.8	1.9	19.7
IAS 19R administrative expenses		(0.7)	-	(0.7)
Acquisition and disposal related costs	4	(25.4)	(0.1)	(25.5)
Exceptional operating items	4	(2.1)	-	(2.1)
Operating (loss)/profit		(10.4)	1.8	(8.6)
Finance costs (net)				(3.1)
Loss before taxation				(11.7)
Taxation	6			3.1
Loss for the period				(8.6)
Net debt	8			(44.9)

	Notes	6 months to 30 September 2023 (unaudited)
	Notes	UK £m	South Africa £m	Group £m
Revenue		143.9	57.7	201.6
Underlying operating profit		18.7	2.7	21.4
IAS 19R administrative expenses		(0.8)	-	(0.8)
Acquisition and disposal related costs	4	(3.8)	(0.1)	(3.9)
Exceptional operating items	4	(1.4)	-	(1.4)
Operating profit		12.7	2.6	15.3
Finance costs (net)				(3.6)
Profit before taxation				11.7
Taxation	6			(2.4)
Profit for the period				9.3
Net debt				(46.6)

	Notes	Year ended 31 March 2024 (audited)
	Notes	UK £m	South Africa £m	Group £m
Revenue		281.9	110.2	392.1
Underlying operating profit		38.4	4.8	43.2
IAS 19R administrative expenses		(1.3)	-	(1.3)
Acquisition and disposal related costs	4	(4.1)	(0.2)	(4.3)
Exceptional operating items	4	2.3	-	2.3
Operating profit		35.3	4.6	39.9
Finance costs (net)				(7.3)
Profit before taxation				32.6
Taxation	6			(5.8)
Profit for the period				26.8
Net debt	8			(37.3)

There are no differences from the last Annual Report in the basis of segmentation or in the basis of measurement of segment profit or loss.

3. 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, net movement on fair value of derivative financial instruments and finance costs relating to pension schemes
Underlying taxation	The Group's effective underlying tax rate applied to the Group's 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 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 IFRS16 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. IFRS16 lease commitments are not included in line with our banking covenants

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 annual bonus and long-term incentives earned by the Directors. 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:

Condensed Consolidated Income Statement

(a) Underlying profit before taxation and underlying earnings

	6 months to 30 September 2024 (unaudited) £m	6 months to 30 September 2023 (unaudited) £m	Year ended 31 March 2024 (audited) £m
(Loss)/profit before taxation	(11.7)	11.7	32.6
Adjusted for:
IAS 19R administrative expenses	0.7	0.8	1.3
IAS 19R finance income	(0.4)	(0.3)	(0.8)
Acquisition and disposal related costs	25.5	3.9	4.3
Exceptional operating items	2.1	1.4	(2.3)
Amortisation of costs of raising finance	0.2	0.3	0.4
Discounting of contingent consideration	-	0.3	0.9
Underlying profit before taxation	16.4	18.1	36.4
Taxation attributable to underlying profit before taxation	(3.7)	(4.0)	(7.6)
Underlying earnings	12.7	14.1	28.8

(b) Underlying EBITDA

	6 months to 30 September 2024 (unaudited) £m	6 months to 30 September 2023 (unaudited) £m	Year ended 31 March 2024 (audited) £m
Operating (loss)/profit	(8.6)	15.3	39.9
Adjusted for:
IAS 19R administrative expenses	0.7	0.8	1.3
Acquisition and disposal related costs	25.5	3.9	4.3
Exceptional operating items	2.1	1.4	(2.3)
Underlying operating profit	19.7	21.4	43.2
Depreciation and amortisation (owned assets)	2.4	2.1	4.3
Depreciation of leased assets	2.6	2.2	4.7
Lease costs	(3.4)	(3.1)	(6.5)
Underlying EBITDA (pre-IFRS 16)	21.3	22.6	45.7

Condensed Consolidated Statement of Cash Flow

Underlying operating cash flow

	6 months to 30 September 2024 (unaudited) £m	6 months to 30 September 2023 (unaudited) £m	Year ended 31 March 2024 (audited) £m
Cash generated from continuing operations (note 10)	10.2	23.6	49.0
Adjusted for:
Cash flows from exceptional items and acquisition and disposal related costs	2.5	1.8	3.4
Pension fund deficit recovery contributions	2.1	2.0	4.0
Underlying operating cash flow	14.8	27.4	56.4

4. Acquisition and disposal related costs and exceptional operating items

An analysis of acquisition and disposal related costs is shown below.

	6 months to 30 September 2024 (unaudited) £m	6 months to 30 September 2023 (unaudited) £m	Year ended 31 March 2024 (audited) £m
Acquisition and disposal related costs
Intangible asset amortisation¹	3.3	3.3	6.5
Advisory Fees²	0.8	0.1	0.2
Loss on disposal³	21.4	-	-
Deferred contingent consideration⁴	-	-	(3.0)
Deferred remuneration⁵	-	0.5	0.6
	25.5	3.9	4.3

1 Non-cash amortisation charges in respect of acquired intangible assets.

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

3 On 19 May 2024, the trade and assets of the Johnson Tiles UK division were sold to Johnson Tiles Limited, 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 has provisionally provided for a loss on disposal of £21.4m. The assessment of tangible fixed asset and working capital values transferred will be concluded before the 31 March 2025 year end. Revenue in the period of £4.3m (2023: £16.6m) and the underlying operating profit in the period of £nil (2023: £0.7m) have been included in the underlying results for the current and prior year.

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

5 In accordance with IFRS 3, a proportion of deferred contingent consideration is treated as remuneration and, accordingly, is expensed to the Income Statement as incurred.

	6 months to 30 September 2024 (unaudited) £m	6 months to 30 September 2023 (unaudited) £m	Year ended 31 March 2024 (audited) £m
Exceptional operating items
Restructuring costs1	1.9	1.4	1.7
Investment property costs²	0.2	-	-
Reversal of impairment³	-	-	(4.0)
	2.1	1.4	(2.3)

1 In the current year, restructuring costs of £1.9m have been incurred, predominantly in relation to the consolidation of warehousing and distribution costs at Grant Westfield. In the prior year, exceptional restructuring costs of £1.7m were incurred in relation to the restructuring programme implemented at Johnson Tiles UK and the warehouse consolidation at VADO.

2 Site remediation and ongoing landlord costs incurred in relation to the former Johnson Tiles UK site, shown net of rental income.

3 Reversal of the previous land and buildings impairments of the Johnson Tiles UK site, following an independent valuation.

5. Earnings per share

Basic and diluted earnings per share

Basic earnings per share (EPS) is calculated by dividing the profit attributable to shareholders by the weighted average number of ordinary shares in issue during the period, 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.

The calculation of EPS is based on the following profits and numbers of shares:

6 months to

30 September

2024

(unaudited)

£m

6 months to

30 September

2023

(unaudited)

£m

Year ended

31 March

2024

(audited)

£m

(Loss)/profit for the period

(8.6)

9.3

26.8

	6 months to 30 September 2024 (unaudited) Number	6 months to 30 September 2023 (unaudited) Number	Year ended 31 March 2024 (audited) Number
Weighted average number of shares for basic earnings per share	89,442,102	89,170,488	89,003,947
Share options	824,565	1,370,636	811,657
Weighted average number of shares for diluted earnings per share	90,266,667	90,541,124	89,815,514

	6 months to 30 September 2024 (unaudited)	6 months to 30 September 2023 (unaudited)	Year ended 31 March 2024 (audited)
Basic earnings per share:
From (loss)/profit for the period	(9.6p)	10.4p	30.1p
Diluted earnings per share:
From (loss)/profit for the period	(9.5p)	10.3p	29.8p

Basic and diluted underlying earnings per share

Basic and diluted underlying earnings per share have also been provided which reflect underlying earnings from continuing operations divided by the weighted average number of shares set out above.

6 months to

30 September

2024

(unaudited)

£m

6 months to

30 September

2023

(unaudited)

£m

Year ended

31 March

2024

(audited)

£m

Underlying earnings for the period (note 3)

12.7

14.1

28.8

6 months to

30 September

2024

(unaudited)

6 months to

30 September

2023

(unaudited)

Year ended

31 March

2024

(audited)

Basic underlying earnings per share

14.2p

15.8p

32.4p

Diluted underlying earnings per share

14.1p

15.6p

32.1p

6. Taxation

Taxation comprises:

	6 months to 30 September 2024 (unaudited) £m	6 months to 30 September 2023 (unaudited) £m	Year ended 31 March 2024 (audited) £m
Current
UK taxation	-	1.1	3.8
Overseas taxation	1.2	1.6	3.2
Prior year adjustment	-	-	1.1
Total current taxation	1.2	2.7	8.1
Deferred
Origination and reversal of temporary differences	(4.3)	(0.3)	(0.3)
Prior year adjustment	-	-	(2.0)
Total tax (credit)/charge	(3.1)	2.4	5.8

Total tax in the period to 30 September 2024 is recognised based on management's estimate of the weighted average tax rate applicable to the cumulative profits and losses in the period.

The movement on the deferred tax account is as shown below:

	6 months to 30 September 2024 (unaudited) £m	6 months to 30 September 2023 (unaudited) £m	Year ended 31 March 2024 (audited) £m
Deferred tax liability at the beginning of the period	(13.4)	(15.0)	(15.0)
Credited to the Consolidated Income Statement	4.3	0.3	2.3
Credited/(charged) to other comprehensive income	0.8	-	(0.8)
Exchange differences	-	-	0.1
Deferred tax liability at the end of the period	(8.3)	(14.7)	(13.4)

	6 months to 30 September 2024 (unaudited) £m	6 months to 30 September 2023 (unaudited) £m	Year ended 31 March 2024 (audited) £m
Accelerated capital allowances	(0.2)	(0.4)	(0.1)
Other timing differences	3.7	3.0	3.4
Deferred tax liability relating to intangible assets	(11.9)	(13.4)	(12.6)
Deferred tax liability relating to pension surplus	(4.1)	(3.9)	(4.1)
Losses	4.2	-	-
Deferred tax liability at the end of the period	(8.3)	(14.7)	(13.4)

7. Finance costs

	6 months to 30 September 2024 (unaudited) £m	6 months to 30 September 2023 (unaudited) £m	Year ended 31 March 2024 (audited) £m
Finance costs
Interest payable on bank borrowings	2.5	2.5	5.2
Interest on lease liabilities	0.8	0.8	1.6
Amortisation of costs of raising debt finance	0.2	0.3	0.9
Discounting of deferred consideration	-	0.3	0.4
Finance costs	3.5	3.9	8.1

8. Borrowings

	At 30 September 2024 (unaudited) £m	At 30 September 2023 (unaudited) £m	At 31 March 2024 (audited) £m
Non-current
Bank borrowings (unsecured):
- bank loans	67.0	80.0	69.0
- less: costs of raising finance	(0.7)	(0.8)	(0.9)
Total borrowings	66.3	79.2	68.1

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:

	At 30 September 2024 (unaudited) £m	At 30 September 2023 (unaudited) £m	At 31 March 2024 (audited) £m
Not later than one year	-	-	-
After more than one year:
- between one and two years	-	-	-
- between two and five years	67.0	80.0	69.0
- costs of raising finance	(0.7)	(0.8)	(0.9)
Total borrowings	66.3	79.2	68.1

The Group has a multicurrency £130m revolving credit facility (plus a £70m uncommitted accordion facility). The facility has a maturity date of October 2027.

Net debt

The Group's net debt is calculated as follows:

	At 30 September 2024 (unaudited) £m	At 30 September 2023 (unaudited) £m	At 31 March 2024 (audited) £m
Cash and cash equivalents	21.4	32.6	30.8
Total borrowings	(66.3)	(79.2)	(68.1)
Net debt	(44.9)	(46.6)	(37.3)

9. Called up share capital

30 September

2024

(unaudited)

£m

30 September

2023

(unaudited)

£m

31 March

2024

(audited)

£m

Issued and fully paid

89,785,772 (September 2023: 89,274,204, March 2024: 89,596,593) ordinary shares of 10p each

8.9

10. Consolidated Cash Flow Statements

(a) Cash generated from operations

	6 months to 30 September 2024 (unaudited) £m	6 months to 30 September 2023 (unaudited) £m	Year ended 31 March 2024 (audited) £m
(Loss)/profit before taxation	(11.7)	11.7	32.6
Adjustments for:
- IAS 19R administrative expenses included in the Income Statement	0.7	0.8	1.3
- acquisition and disposal related costs included in the Income Statement	25.5	3.9	4.3
- exceptional operating items included in the Income Statement	2.1	1.4	(2.3)
- cash flows from exceptional items and acquisition and disposal related costs	(2.5)	(1.8)	(3.4)
- settlement of share options	(0.5)	-	-
- depreciation of property, plant and equipment	2.3	2.0	4.0
- underlying amortisation	0.1	0.1	0.3
- depreciation of right of use assets	2.6	2.2	4.7
- finance costs included in the Income Statement	3.5	3.9	8.1
- pension fund deficit recovery contributions	(2.1)	(2.0)	(4.0)
- IAS 19R finance income included in the Income Statement	(0.4)	(0.3)	(0.8)
- IFRS 2 charges	0.2	0.4	0.9
Operating cash flows before movements in working capital	19.8	22.3	45.7
Changes in working capital:
- (increase)/decrease in inventories	(4.7)	4.2	2.9
- (increase)/decrease in trade and other receivables	(11.3)	3.1	9.3
-increase/(decrease) in trade and other payables	6.4	(6.0)	(8.9)
Cash generated from operations	10.2	23.6	49.0

Cash flows from exceptional items and acquisition and disposal related costs includes expenditure charged to exceptional provisions relating to acquisition and disposal related costs (excluding deferred remuneration), investment property running costs, business rationalisation and restructuring costs.

(b) Analysis of net debt

	Net cash and current borrowings £m	Non-current borrowings £m	Underlying net cash/ (debt) £m	Lease Liabilities £m	Net debt £m
At 1 April 2024	30.8	(68.1)	(37.3)	(22.2)	(59.5)
Cash flow	(9.9)	2.0	(7.9)	3.4	(4.5)
Non-cash finance costs	-	(0.2)	(0.2)	(0.8)	(1.0)
Other non-cash movements	-	-	-	(3.4)	(3.4)
Exchange movements	0.5	-	0.5	(0.5)	-
At 30 September 2024	21.4	(66.3)	(44.9)	(23.5)	(68.4)

	Net cash and current borrowings £m	Non-current borrowings £m	Underlying net cash/ (debt) £m	Lease Liabilities £m	Net debt £m
At 1 April 2023	29.0	(78.9)	(49.9)	(24.7)	(74.6)
Cash flow	4.3	-	4.3	3.1	7.4
Non-cash finance costs	-	(0.3)	(0.3)	(0.8)	(1.1)
Other non-cash movements	-	-	-	(0.8)	(0.8)
Exchange movements	(0.7)	-	(0.7)	0.9	0.2
At 30 September 2023	32.6	(79.2)	(46.6)	(22.3)	(68.9)

	Net cash and current borrowings £m	Non-current borrowings £m	Underlying net cash/ (debt) £m	Lease Liabilities £m	Net debt £m
At 1 April 2023	29.0	(78.9)	(49.9)	(24.7)	(74.6)
Cash flow	3.3	11.0	14.3	6.5	20.8
Non-cash finance costs	-	(0.2)	(0.2)	(1.6)	(1.8)
Other non-cash movements	-	-	-	(3.6)	(3.6)
Exchange movements	(1.5)	-	(1.5)	1.2	(0.3)
At 31 March 2024	30.8	(68.1)	(37.3)	(22.2)	(59.5)

11. Dividends

A final dividend in respect of the year ended 31 March 2024 of £6.1m (6.8p per 10p ordinary share) was paid on 2 August 2024.

On 21 November 2024, the Board declared an interim dividend in respect of the year ended 31 March 2025 of 3.5p per 10p ordinary share. This dividend is payable on 14 January 2025 to shareholders on the register on 29 December 2024 and is not reflected in this condensed consolidated interim financial information. The shares will be quoted ex-dividend on 28 December 2024. Norcros 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 interim dividend is 19 December 2024.

12. 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 which operates under UK trust law and is a separate legal entity from the Company. The Plan is governed by a Trustee board which 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. The scheme is closed to new members and future accrual with effect from 1 April 2013, although active members retain a salary link.

The valuation used for IAS 19R disclosures has been produced by PricewaterhouseCoopers LLP, a firm with qualified actuaries, to take account of the requirements of IAS 19R in order to assess the liabilities of the scheme at 30 September 2024. Scheme assets are stated at their market value at 30 September 2024.

(b) IAS 19R, 'Retirement benefit obligations'

The principal assumptions used to calculate the scheme liabilities of the Norcros Security Plan under IAS 19R are:

	At 30 September 2024	At 30 September 2023	At 31 March 2024
Discount rate	4.95%	5.60%	4.85%
Inflation rate (RPI)	3.15%	3.30%	3.30%
Inflation (CPI)	2.45%	2.60%	2.65%
Salary increases	2.70%	2.85%	2.90%

The amounts recognised in the Condensed Consolidated Balance Sheet are determined as follows:

	At 30 September 2024 (unaudited) £m	At 30 September 2023 (unaudited) £m	At 31 March 2024 (audited) £m
Total market value of scheme assets	281.5	275.4	291.5
Present value of scheme liabilities	(265.0)	(259.7)	(275.0)
Pension surplus	16.5	15.7	16.5

13. Related party transactions

The remuneration of Executive and Non-executive Directors will be disclosed in the Group's Annual Report for the year ending 31 March 2025.

14. Financial risk management and financial instruments

Financial risk factors

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. An explanation of these risks and how the Group manages them is set out on page 215 to 217 of the Group's 2024 Annual Report. The interim financial information does not include all financial risk management information and disclosures required in annual financial statements; they should be read in conjunction with the Group's 2024 Annual Report. There have been no material changes in the risk management process or in any risk management policies since the year end.

Statement of Directors' responsibilities

The Directors confirm that this condensed consolidated interim financial information has been prepared in accordance with UK-adopted International Accounting Standard 34, 'Interim financial reporting', and that the Interim Report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

· an indication of important events that have occurred during the first six months and their impact on the condensed consolidated interim financial information and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

· material related party transactions in the first six months and any changes in the related party transactions disclosed in the last Annual Report.

The Directors of Norcros plc and their respective responsibilities are as presented on our website www.norcros.com.

By order of the Board

Thomas Willcocks James Eyre

Chief Executive Officer Chief Financial Officer

21 November 2024

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