annual report and accounts
2014
norcros plc annual report and accounts 2014
1nxrar14coversmmrindd   6 24062014   102957 norcros plc annual report and accounts 2014
focused on 
showers taps 
bathroom  
accessories tiles 
and adhesives
we have four complementary uk businesses 
triton showers vado johnson tiles and 
norcros adhesives as well as significant 
operations in south africa
our businesses have a long successful track record of serving 
consumers architects designers retailers and wholesalers 
our emphasis is on innovationquality and service combined 
with a strong understanding of our customers’ needs 
we aim to use our strong brands our innovative products and 
our leading market positions to drive investment returns and 
shareholder value
contents
overview
about norcros ifc
  h i gh l i gh t s 1
 c h a i r man ’s s t a t em en t  2
group chief executive’s statement  4 
strategic report
strategic report 6
strategy and objectives 7
business model  8
measuring our progress  10
business performance 11
business review  12
finance director’s report 17
principal risks and uncertainties 22
corporate responsibility and sustainability 26
corporate governance
introduction to governance  28
board of directors  28
corporate governance 30
audit committee report 33
nominations committee report  36
remuneration committee annual statement 37
directors’ remuneration policy report  39
annual report on remuneration 44
directors’ report 51
statement of directors’ responsibilities 54
group accounts
 independent auditor’s report  55
 consolidated income statement  58
 c o n s o l i d at e d s t at e m e nt 
of comprehensive income  59
 consolidated balance sheet  60
consolidated cash flow statement  61 
 consolidated statement of changes in equity  62
 notes to the group accounts  63
parent company accounts
 independent auditor’s report  92
 parent company balance sheet  94
 notes to the parent company accounts  95
 notice of annual general meeting  98
 explanatory notes  102
1nxrar14coversmmrindd   1 24062014   102959   1 norcros plc annual report and accounts 2014
strategic report corporate governance group accounts parent company accounts
14 13 12 11 10
fifth consecutive year of revenue and underlying 
operating profit growth
revenue increased by 166 on a constant 
currency basis
underlying operating profit increased by 255 
to £161m 2013 £ 128m
strong cash performance
vado acquisition successfully integrated
disposal of australian business may 2014 
– geographic focus
underlying roce 150 2013 126
progress with legacy matters
full year dividend up 109
highlights
business review p12
finance director’s report p17
overview
128 2004
120 1908
116 1864
78 1617
underlying operating profit 
£m
total revenue 
£m
14 13 12 11 10
14 13 12 11 10
£161m
255
£2187m
92
161 2187
046
042
036
nil
dividends per share
p
14 13 12 11 10
051p
109
051
financial highlights
1nxrar14frontsmmrindd   1 24062014   102808 2  norcros plc annual report and accounts 2014
the group has made good progress on delivering 
its strategic objectives with the successful integration 
of the vado business acquired in march 2013 driving 
excellent revenue and profit growth
chairman’s statement
overview
i am pleased to report that norcros has 
made significant progress during the year to 
31 march 2014 recording a fifth consecutive 
year of revenue and underlying operating 
profit growth despite mixed market conditions 
in the uk and a challenging environment in 
south africa group revenue from continuing 
operations grew by 92 and by 166 on a 
constant currency basis underlying operating 
profit from continuing operations was 
255 higher at £161m
the group has made good progress on 
delivering its strategic objectives with the 
successful integration of the vado business 
acquired in march 2013 driving excellent 
revenue and profit growth tight cost 
control and cash management across all 
our businesses improved underlying return 
on capital employed from continuing 
operations to 150 2013 126 towards 
the top end of our strategic target the 
disposal of johnson tiles australia 
announced in march 2014 and completed 
on 30 may 2014 now allows management 
to fully focus on its target geographies of 
the uk africa and the middle east we will 
continue to seek out opportunities to 
expand the group through a combination 
of organic growth initiatives and acquisition 
of businesses in our target geographies and 
product groups
strong conversion of operating profit to 
cash meant that net debt at the end of the 
year was lower at £269m 2013 £307m 
representing leverage of just 12x ebitda 
leaving the group well placed to execute 
its growth strategy 
further progress on the group’s legacy 
issues has also been made in the year 
with the agreement to sublet the vacant 
surplus leasehold property at groundwell 
swindon to network rail it is however 
disappointing to report that the sale of part 
of our surplus freehold land at tunstall to 
morrisons has not proceeded as expected
dividend
the board is recommending a final dividend 
for the year of 034p 2013 0305p per share 
when added to the interim dividend of 017p 
2013 0155p per share which was paid on 
9 january 2014 this will make the total dividend 
for the year 051p 2013 046p per share 
a 109 increase on the previous year
governance
as chairman one of my primary 
responsibilities is to ensure that the 
group operates to the highest standards 
in all aspects of governance and risk 
management our aim within norcros is 
to manage a growing business effectively 
while ensuring that proper operating 
procedures and internal controls are 
summary
fifth consecutive year of revenue 
and profit growth
good progress on delivering 
strategic objectives
full year dividend up 109
board of directors p28
corporate governance p30
martin towers
chairman
1nxrar14frontsmmrindd   2 24062014   102809   3 norcros plc annual report and accounts 2014
overview strategic report corporate governance group accounts parent company accounts
maintained at all times transparency 
is central to this objective and you will 
find more detail about our approach and 
progress over the last year in the corporate 
governance section the remuneration 
committee report is in accordance with the 
new reporting requirements of the large 
and mediumsized companies regulations 
which came into force in october 2013
board changes
in september 2013 vijay aggarwal 
resigned from the board mr aggarwal 
had been a nonexecutive director of the 
company since october 2009 and has 
represented lifestyle investments pvt ltd 
which was also a significant shareholder 
in the company until its complete exit 
in september 2013 
people
the people who work for the group are 
undoubtedly our key asset and i am certain 
that the existing opportunities for longterm 
growth will ensure that our employees find 
norcros a place where they will continue to 
enjoy rewarding careers on behalf of the 
board i congratulate them all for delivering 
another year of progress
summary
norcros has continued its strong growth 
momentum and has again delivered a 
robust financial performance in line with 
market expectations the group remains 
in a strong financial position
i believe that the group will continue to 
make progress towards its strategic targets 
of doubling revenue to £420m by 2018 
through both organic and acquisitive growth 
and achieving an underlying return on capital 
employed between 12 and 15 across the 
cycle underpinned by our strong brands 
leading market positions and continued 
selfhelp initiatives focused on market share 
gain and operating efficiencies i look forward 
to the future with confidence
m g towers
chairman
19 june 2014
1nxrar14frontsmmrindd   3 24062014   102811 4  norcros plc annual report and accounts 2014
group chief executive’s statement
overview
the group results for the year and 
comparatives have been adjusted 
to reflect the reclassification of our 
australian business as held for disposal 
at 31 march 2014
group revenue for the year increased by 
92 to £2187m 2013 £2004m and by 
166 on a constant currency basis on a 
like for like basis excluding vado acquired 
in march 2013 and nortec disposed of in 
november 2012 revenue was 45 lower 
on a reported basis but 19 higher on a 
constant currency basis
uk market conditions during the year have 
been mixed with the trade sector recovery 
driven by improving new house build and 
housing transactions the retail sector 
remained weak for most of the year 
although there have been signs of 
improvement in the last quarter of our 
financial year uk revenue for the year at 
£1480m 2013 £1228m was 206 higher 
on a reported basis reflecting the vado 
acquisition in march 2013 on a like for like 
basis excluding vado uk revenue was 32 
lower than last year with good progress in 
triton showers and norcros adhesives 
offset by lower revenue at johnson tiles 
in its first year under norcros ownership 
vado has performed in line with our 
expectations and although the comparatives 
are not reported in our results revenue for 
the full year was 165 ahead of last year 
this strong performance together with the 
successful integration of the business during 
the year leaves vado well positioned to make 
further progress
despite a challenging market environment 
our south african business performed well 
with full year revenue growth of 91 on a 
constant currency basis and 118 on a like 
for like basis excluding nortec which was 
disposed of in november 2012 a 195 
weaker rand compared to last year resulted 
in full year reported sterling revenue being 
88 lower than prior year at £707m 
2013 £776m and 66 lower on a like 
for like basis
group underlying operating profit at £161m 
2013 £128m was 255 higher than prior 
year with operating margins also ahead at 
73 2013 64 this was achieved despite 
the weaker south african rand which 
impacted reported south african profits 
by £04m 
strong cash conversion in our businesses 
resulted in closing net debt lower at £269m 
2013 £307m and leaves the group well 
positioned for future growth
strategy
as reported in march 2013 the board has 
set itself three strategic targets these are 
to double group revenue to £420m by 2018 
to maintain revenue derived outside of the 
uk at approximately 50 of group revenue 
and to sustain a pretax return on capital 
employed of 12 to 15 over the economic 
cycle i’m pleased to say that good progress 
has been made on a number of fronts 
towards these targets
the acquisition of vado has helped drive 
revenue growth of 92 in the year and 
166 on a constant currency basis vado 
has been integrated quickly and seamlessly 
into the norcros group and has been 
summary
vado acquisition performing 
in line with expectations 
and well positioned to 
make further progress
continued improvement 
in south africa
strong cash conversion 
in our businesses leaves 
the group well positioned 
for future growth
australian business disposed 
of on 30 may 2014 for total 
consideration of £42m
with our strong brands leading market positions and 
continued selfhelp initiatives focused on market share 
gain the board remains confident that the group should 
continue to make progress for the year to 31 march 2015
nick kelsall
group chief executive
strategy and objectives p7
business model p8
1nxrar14frontsmmrindd   4 24062014   102812   5 norcros plc annual report and accounts 2014
overview strategic report corporate governance group accounts parent company accounts
significantly earnings enhancing in its first 
year of ownership furthermore exciting 
synergy benefits between vado and the 
rest of the group are being developed 
including vado’s first ever range of top 
end electric showers aimed at high 
street bathroom boutiques
towards the end of the financial year 
the group entered into a conditional 
agreement to dispose of 100 of the share 
capital of norcros industry pty ltd which 
owns the group’s australian tiles business 
johnson tiles pty ltd jta to kim hin 
industries berhad khib a company listed 
on the malaysian bursa this transaction 
was completed on 30 may 2014 for total 
consideration of £42m this sale represents 
an excellent outcome for our shareholders 
and allows management to fully focus on 
its target geographies of the uk africa 
and the middle east 
property
progress on resolving legacy property 
issues has been mixed 
excellent progress has been made 
through the sublet of the vacant and 
surplus property at groundwell swindon 
to network rail infrastructure limited for 
the period through to 31 december 2018 
this sublease will reduce the group’s 
net cash outflow on legacy leases by 
approximately £40m over the five year 
period starting from 1 april 2014 there is 
no exceptional income statement charge 
or credit as a result of this transaction
progress on the conditional sale of surplus 
land at tunstall stoke on trent to a subsidiary 
of wm morrison supermarkets plc morrisons 
has however been disappointing following 
a contractual dispute this transaction has 
not progressed as planned and the board 
continues to seek compensation from 
morrisons as well as to investigate 
alternative buyers for the site 
summary and outlook
uk construction activity and an improving 
housing market has driven trade sector 
recovery during the year but the uk retail 
sector as expected is taking longer to 
benefit although there have been some 
encouraging signs more recently whilst 
the mediumterm outlook in south africa 
is positive the weak rand continues to have 
an adverse effect on rand profit translation to 
sterling nevertheless with our strong brands 
leading market positions and continued 
selfhelp initiatives focused on market share 
gain the board remains confident that the 
group should continue to make progress 
for the year to 31 march 2015
n p kelsall
group chief executive
19 june 2014
1nxrar14frontsmmrindd   5 24062014   102816 6  norcros plc annual report and accounts 2014
the strategic report outlines 
the developments and 
performance of the group
strategic report
to the members of norcros plc
the strategic report provides a review of the 
business for the financial year and describes 
how we manage risks
the report outlines the developments and performance of the group 
during the financial year the position at the end of the year and 
discusses the main trends and factors that could affect the future
key performance indicators are published to show the performance 
and position of the group also provided is an outline of the group’s 
strategy and objectives along with the business model
the strategic report discusses the following areas
strategy and objectives    p7
business model    p8
measuring our progress    p10
business performance    p11
business review – uk    p12
business review – south africa    p15
finance director’s report    p17
principal risks and uncertainties    p22
corporate responsibility and sustainability    p26
approval
the group strategic report on pages 6 to 27 
of norcros plc was approved by the board 
and signed on its behalf by
np kelsall
group chief executive
19 june 2014
1nxrar14frontsmmrindd   6 24062014   102818   7 norcros plc annual report and accounts 2014
overview strategic report corporate governance group accounts parent company accounts
a focused growth strategy 
and strong results
business model p8
principal risks and uncertainties p22
the board believes the implementation of 
this strategy will enhance shareholder value
organic growth will continue to be driven 
by capitalising on our leading market 
positions in the uk and south africa our 
strategic initiatives will ensure we maintain 
the provision of innovative new product 
programmes excellent customer service 
and investment in our brand portfolio we 
will also reinforce our “designed and built 
in britain” credentials as well as capture the 
growth opportunities in south africa and 
subsaharan africa where mediumterm 
growth rates are likely to be higher than the 
more developed markets we will continue 
to drive faster revenue growth in our existing 
export markets and develop new emerging 
export opportunities
acquisitions will be targeted at complementary 
market and industry segments exhibiting 
attractive returns on capital which are likely 
to be bathroom and kitchen products with 
exposure to commercial and specification 
segments the acquisition of vado in 2013 
represents a first step in this approach
01
pursue a faster and focused growth 
strategy to scale up the size of the group 
organically and by acquisition
02
maintain investment in our strong brands 
and new product development
03
leverage revenue synergies within our 
portfolio of complementary businesses
04
target acquisitions in complementary 
markets with attractive returns on capital
05
 continue to ensure high standards of 
corporate governance and responsibility
our strategy
our strategic targets
about our strategy
strategy and objectives
01
grow group revenue to £420m  
by 2018
02
maintain approximately 50 of group 
revenue derived outside the uk
03
achieve a sustainable underlying return 
on capital employed of 12–15
1nxrar14frontsmmrindd   7 24062014   102818 8  norcros plc annual report and accounts 2014
driving investment and leveraging 
shareholder value
business model
we have a long successful track record of serving consumers architects designers retailers 
and wholesalers our emphasis is on innovation quality and service we base our business on 
understanding our customers’ needs norcros is a substantial group with consistent high quality 
standards and considerable resources we invest significantly and continuously in our people 
product development and processes and we aim to develop our business in both the quality 
of our products and the scale of our activities
uk
in the uk we offer a wide range of quality bathroom and kitchen products both for domestic and commercial 
applications our portfolio of businesses is well established services a broad customer base and benefits from 
leading market positions and strong brands the recent acquisition of vado has strengthened our proposition 
adding to our product range opening new distribution channels and new overseas markets
what we do how we do it how we create value
triton
manufacturer and distributor of 
electric and mixer showers and 
accessories
providing high quality and 
innovative electric and mixer 
showers to a wide range of retail 
and trade customers assembled 
in the uk using parts sourced 
from europe and the far east
triton is the market leader in the uk 
with a strong brand an extensive product 
range leading edge technical capability 
and exceptional customer service at 
affordable prices
vado
manufacturer and distributor of 
taps mixer showers bathroom 
accessories and valves
providing a wide range of high 
end brassware and accessories 
to retail and trade customers 
assembled in the uk using 
parts sourced from europe and 
the far east 
vado is an aspirational brand with 
modern attractive product design 
targeted at the mid to high end 
consumer in the uk and in over 60 
countries worldwide offering excellent 
customer service
johnson tiles
manufacturer and distributor of 
ceramic wall and floor tiles
offering a mixture of own 
manufactured wall tile from our 
plant in stoke on trent and wall 
and floor tile sourced from around 
the world it is a “onestop shop” 
for all customers’ ceramic tile 
needs from high volume floor 
tiles all the way to bespoke 
individual projects 
the uk’s leading ceramic tile manufacturer 
with a heritage extending back over 100 
years johnson tiles’ knowledge of wall 
and floor tile design innovative techniques 
such as ink jet printing manufacturing 
and sourcing is second to none it also 
has significant expertise in logistics enabling 
it to provide a differentiated offer to some 
of the uk and europe’s leading diy retailers 
norcros adhesives
manufacturer of tile and stone 
adhesives and ancillary products
from our stateoftheart 
manufacturing facility in stoke 
on trent we supply ceramic 
tile adhesives and selflevelling 
compounds as well as backing 
boards and other requirements 
for wet rooms to both retail 
and trade customers
excellent technical knowledge in adhesive 
and compound formulation and application 
means our customers can rely on us to 
provide solutions to the most demanding 
of specifications
1nxrar14frontsmmrindd   8 24062014   102821   9 norcros plc annual report and accounts 2014
overview strategic report corporate governance group accounts parent company accounts
south africa
our complementary businesses in south africa operate principally from a shared manufacturing and 
administrative site near johannesburg allowing them to maximise operational revenue and cost synergies 
 
what we do how we do it how we create value
tile africa
leading retailer of local and 
international tiles and associated 
bathroom and kitchen products
a network of 35 showrooms 
throughout south africa and 
subsaharan africa selling 
both own manufactured tiles 
and adhesives from its sister 
companies and sourced products
with a diverse product range and a focus 
on customer service tile africa is the 
number two tile retailer in south africa
tal
leading manufacturer of tile 
adhesives pourable floor 
coverings and tiling tools
offering a range of products and 
accessories to be a “onestop 
shop” for tile fixing solutions
tal is the leading ceramic tile adhesive 
brand in south africa with a reputation 
for quality products technical expertise 
innovation and excellent customer service
johnson tiles – sa
manufacturer and distributor of 
ceramic wall and floor tiles
a well invested plant and 
technological knowhow has 
positioned jtsa as the number 
two ceramic tile manufacturer 
in south africa
leveraging its well established and 
respected johnson tiles brand jtsa 
supplies high quality bespoke tiles for tile 
africa and a host of independent retailers 
across south africa and subsaharan 
africa its quality products are particularly 
suited to the commercial segment
1nxrar14frontsmmrindd   9 24062014   102827 10  norcros plc annual report and accounts 2014
total revenue
£m
£2187m
92
453
465
469
463
group revenue outside the uk

14 13 12 11 10
449
04
449
126
123
125
77
underlying return 
on capital employed

14 13 12 11 10
150
24
150
dividends per share
p
051p
109
108
181
174
146
underlying operating 
cash flow
£m
14 13 12 11 10
£203m
880
203
underlying operating profit
£m
£161m
255
128
120
116
78
14 13 12 11 10
161
2004
1908
1864
1617
14 13 12 11 10
2187
046
042
036
nil
14 13 12 11 10
051
definition
reported group revenue for the year which 
excludes discontinued operations
performance
total revenue for the year increased by 
£183m 92 as a result of constant 
currency growth and a full year of 
contribution from vado
definition
revenue from the group’s south african 
operating segment plus export revenue 
from the group’s uk operating segment
performance
group revenue outside the uk fell slightly to 
449 which was mainly due to the adverse 
translation impact of the weaker south 
african rand
definition
reported operating profit as adjusted 
for nonunderlying and exceptional 
operating items as defined in note 8 
to the financial statements
performance
underlying operating profit increased 
by £33m 255 due to improved 
performance in the group’s south african 
operating segment and the acquisition 
of vado
definition
underlying operating profit expressed 
as a percentage of the average of opening 
and closing underlying capital employed as 
defined in note 8 to the financial statements
performance
underlying roce increased to 150 in 
the year from 126 due to improved 
profitability and strong cash generation 
and the disposal of the johnson tiles 
australia business
definition
the total of the interim dividend and 
the proposed final dividend for the 
financial year
performance
in line with the board’s progressive dividend 
policy the dividend per share increased to 
051p per share from 046p per share
definition
cash generated from continuing operations 
as adjusted for cash flows from exceptional 
items and pension fund deficit recovery 
contributions as defined in note 8 to the 
financial statements
performance
underlying operating cash generation 
increased by £95m due to increased profits 
and disciplined working capital 
management
measuring our progress
we use the following key performance indicators kpis 
to measure our progress against our strategic priorities
1nxrar14frontsmmrindd   10 24062014   102832   11 norcros plc annual report and accounts 2014
overview strategic report corporate governance group accounts parent company accounts
business performance
2014
£m
2013
restated
£m
revenue 2187 2004
operating profit 128 69
nonunderlying operating items 18 15
exceptional operating items 15 44
underlying operating profit 161 128
2014
£m
2013
restated
£m
revenue – uk 1480 1228
revenue – south africa 707 776
revenue – group 2187 2004
underlying operating profit – uk 142 119
underlying operating profit – south africa 19 09
underlying operating profit – group 161 128
underlying operating profit margin – uk 96 97
underlying operating profit margin – south africa 27 12
underlying operating profit margin – group 73 64
2014
£m
2013
restated
£m
underlying operating profit 161 128
depreciation 59 61
underlying ebitda 220 189
net working capital movement 26 74
sharebased payments 09 07
other noncash items — 14
underlying operating cash flow 203 108
norcros has made significant progress during the year 
recording a fifth consecutive year of revenue and 
underlying operating profit growth a summary 
of our key financials can be found below
1nxrar14frontsmmrindd   11 24062014   102834 12  norcros plc annual report and accounts 2014
business review
our divisions
triton
market leader in the manufacture and marketing 
of showers with a strong position in uk electric 
and mixer shower markets it also exports to 
ireland and other overseas markets
vado
leading manufacturer and global distributor of bathroom 
controls including taps mixer showers bathroom 
accessories and valves
johnson tiles
the uk market leading ceramic tile manufacturer and a 
market leader in the supply of both own manufactured 
and imported tiles
norcros adhesives
manufacturer and supplier of adhesives grouts 
surface preparation and aftercare products for fixing 
tiles mosaics natural stone and marble
the 138bed hotel football will feature 
a fiveaside pitch on the roof and house 
a supporters’ club – with the 10storey 
building having capacity for around 
1500 fans on match days
united legends neville and giggs 
joined forces to form a new business 
gg hospitality and have ambitious plans 
to make it a worldwide hit while creating 
jobs for youngsters
when complete at the end of this year 
hotel football will stand in the shadows 
of united’s old trafford ground
it is located across the road from the 
stadium where they made their names 
– but the pair insist they will welcome 
fans of all allegiances
uk
share of group revenue
£1480m
677
uk revenue £m
triton
johnson tiles
vado
norcros adhesives
14
519 617 291 53
1480
total
£1480m
206
13 11 10 12
511 673
551 554
516 485
591 536
26
1027
35
1140
41
1168
44
1228
68
case study
vado has recently supplied té products to hotel football 
on the doorstep of old trafford football stadium this is 
what the manchester evening news had to say about it…
1nxrar14frontsmmrindd   12 24062014   102835   13 norcros plc annual report and accounts 2014
overview strategic report corporate governance group accounts parent company accounts
revenue increased in the year by 206 
to £1480m 2013 £1228m reflecting the 
vado acquisition in march 2013 on a like 
for like basis excluding vado uk revenue was 
32 lower than last year with good progress 
in triton showers and norcros adhesives 
offset by lower revenue in johnson tiles 
underlying operating profit increased to 
£142m 2013 £119m with margins broadly 
maintained at 96 2013 97 this is a 
strong performance given the mixed market 
conditions which have prevailed and the 
retail destocking effects which impacted 
johnson tiles performance in the period
triton showers
triton our uk domestic shower business 
has maintained its market leading position 
despite a flat uk market and continued 
tough conditions in the irish market with 
revenue for the year 16 higher at £519m 
2013 £511m
in the uk revenue for the year was 24 
ahead of prior year and excluding the 
effect of some low margin business exited 
last year was 42 higher trade sector 
revenue was in line with last year and 
excluding the exit of marginal business last 
year was 44 higher revenue in the retail 
sector grew by 45 reflecting the success 
of triton’s category management approach 
and promotional programmes 
export revenue which represents 
approximately 13 of overall revenue was 
34 lower compared to prior year the 
primary export market for triton is ireland 
and although revenue was lower than last 
year this is a respectable performance 
given the irish shower market is estimated 
to have halved since 2007
performance of the thermostatic electric 
products for the care market including the 
safeguard and t150 range has been 
encouraging this success should be further 
underpinned by the recently launched 
safeguard range with the unique grab rail 
shower kit and remote onoff control 
this new product range forms the central 
pillar of the newly launched “inclusive 
showering” product offering this new 
range has been extremely well received 
across all of triton’s trade customers its 
success reflects the investment and 
research with both industry respected 
occupational therapists and the royal 
national institute for the blind to develop 
a product range suitable for people with 
additional needs but at the same time 
acceptable to the whole market hence 
the concept of “inclusive showering”
the t80z fast fit range which focuses 
on the increased speed of fit for installers 
continues to gain momentum and has 
grown substantially in both merchant 
and electrical wholesale segments 
margins and profits were higher than 
last year reflecting input cost reductions 
combined with an improvement in revenue 
mix the business continued to be strongly 
cash generative 
vado
vado which was acquired on 31 march 2013 
is our leading manufacturer of taps mixer 
showers bathroom accessories and valves 
vado recorded revenue of £291m for the 
period 165 higher than last year although 
not under norcros ownership last year and 
not included in our comparatives 
uk revenue was 226 higher than the prior 
year with strong performances in both the 
retail and trade sectors uk retail revenue 
was 197 higher reflecting the success of 
the vado partnership programme which 
was launched last year and stronger 
relationships with buying groups increasing 
brand penetration uk trade revenue was 
261 higher benefitting from increased 
business from existing customers as well as 
new specification wins including st george 
part of berkeley group holdings plc 
and redrow 
export revenue which accounts for 
approximately 42 of overall revenue was 
91 higher with encouraging growth both 
in the specification and retail sectors in the 
middle east and africa more than offsetting 
a large project in hong kong in the first half 
of last year that was not repeated this year
revenue and gross margins increased in the 
period with further revenue investment made 
in sales resource and marketing initiatives to 
support future growth underlying operating 
profit for the year was in line with expectations 
and higher than prior year
in january 2014 vado opened the 
hydrologics studio its new customer 
training facility this innovative facility 
is designed to increase customers’ 
understanding of the vado business 
its product range and the brand early 
customer reaction has been very positive 
investment in product development 
remains key to vado’s strategy with 
two new tap ranges launched in 2013 
alongside an enhancement of their 
core shower offering all of which 
has contributed to the strong growth 
momentum of the business 
integration of the vado business into 
the group was completed quickly and 
seamlessly following acquisition and a 
number of exciting incremental revenue 
initiatives with other group companies 
are progressing well
1nxrar14frontsmmrindd   13 24062014   102837 14  norcros plc annual report and accounts 2014
johnson tiles
johnson tiles the uk market leading 
ceramic tile manufacturer and a market 
leader in the supply of both own 
manufactured and imported tiles saw 
revenue decrease by 84 to £617m 
2013 £673m 
in the uk revenue fell by 126 with 
a decline in the retail sector more than 
offsetting growth in the trade sector uk 
retail revenue was 214 lower than last 
year reflecting tough comparatives with last 
year benefitting from the significant pipeline 
fill for the bq tile range review together 
with weaker sales and destocking by a 
number of large retail customers in the year 
uk trade revenue has continued to improve 
particularly in the second half of the year 
and was 34 ahead of last year this reflected 
improved market conditions with increased 
activity from house builders and increased 
specification business following last year’s 
refurbishment of the material lab and the 
launch of the new specification focused 
website in september 2013 notable 
successes in the period include further 
specifications with marks and spencer 
john lewis premier inn and costa coffee
export revenue which represents 
approximately 13 of overall revenue 
increased by 327 this was driven by the 
successful introduction of a new large format 
ink jet range in the french retailer leroy merlin 
combined with a strong contract performance 
in the middle east these projects included 
the supreme court in muscat oman al barsha 
tower project in uae saudi embassy in cairo 
and the geant hypermarket in uae 
furthermore a significant project at the 
flagship waikiki beach hawaii hilton hotel 
was completed where a 31 storey bespoke 
external mural panel was fixed 
a major review and restructuring of the 
business was undertaken during the first 
quarter of the financial year following weak 
sales and destocking by a number of large 
retail customers this resulted in a 
headcount reduction of 59 across all areas 
of the business and the closure of the usa 
warehouse operations the majority of the 
restructuring redundancies were made by 
the end of the first half at a cost of £13m 
following a difficult first half which saw 
the business fall into a loss making position 
financial performance in the second half 
substantially improved reflecting the benefits 
of the reduced cost base following the 
restructuring coupled with growth in our 
trade and export business resulting in an 
overall profit for the year albeit lower 
than prior year 
norcros adhesives
norcros adhesives our manufacturer and 
supplier of tile and stone adhesives and 
ancillary products continued its strong 
momentum and grew revenue by 211 
in the year to £53m 2013 £44m 
growth in the year was driven by market 
share gain from significant new accounts 
in both the retail and distribution channels 
we have secured a further three years of 
our exclusive specification with barratt 
homes and this will continue to drive 
take up in our distribution base
progress has been made in the year in the 
diy multiples channel a segment which 
had previously been difficult to penetrate 
high quality products and our service 
proposition has proved successful in 
gaining our first listing and our offering 
in this sector will further develop as range 
review opportunities become available 
in other retailers
the launch of our new readymixed range 
in january 2014 has been successful 
with the new formulation receiving positive 
feedback from our fixer customers driving 
greater levels of acceptance and penetration 
into this sector of the market our new 
wetroom backer board and adhesive system 
launched in april 2013 has capitalised on the 
growing popularity of this type of shower 
solution and our reputation as a “onestop 
shop” for our customers
as the business grows it has been 
imperative that our manufacturing systems 
are robust to ensure that the quality and 
consistency of our products is maintained 
to this end iso9001 accreditation was 
achieved in april 2014 
strong revenue growth and improved 
margins resulted in underlying operating 
profit higher than last year and at a record 
level for this business
business review continued
tal recently developed a customised 
ultrawhite mosaic adhesive to install 
colourful glass mosaic tiles at 300 on kent 
the new office building of the jd group’s 
financial services business in randburg
the four storey building features a different 
colour scheme on each floor and this 
colour scheme is replicated in the 
bathrooms through the use of colourful 
floortoceiling glass mosaics that are 
locally manufactured
glass products are very brittle and rigid 
and therefore require a flexible high
strength adhesive system “for this project 
a special ultrawhite mosaic adhesive was 
developed to install the glass mosaics 
thereby ensuring that the aesthetics of the 
mosaics were highlighted” says tal’s 
technical representative schalk pelzer 
tal mosaicflex ultra white is a rapid
setting flexible highstrength and water 
resistant adhesive that allows the mosaic 
tiles’ bright colours to come to the fore 
case study
tal develops new mosaic adhesive  
for 300 on kent
1nxrar14frontsmmrindd   14 24062014   102838   15 norcros plc annual report and accounts 2014
overview strategic report corporate governance group accounts parent company accounts
share of group revenue
south africa
£707m
323
£707m
88
south africa revenue £m
tal adhesives
tile africa
johnson tiles 
south africa
14
171 430 106
707
total
10
137 403 50
590
11
170 488 66
724
12
181 477 82
740
13
194 469 113
776
zar1130m
91
south africa revenue zar m
tal adhesives
tile africa
johnson tiles 
south africa
14
274 688 168
1130
total
10
171 503 62
735
11
189 544 73
806
12
212 560 96
868
13
259 626 152
1037
32
our divisions
tile africa
tile africa is our south african retailer of tiles 
adhesives sanitaryware and bathroom fittings the 
business operates from 35 showrooms located mainly 
in south africa but also in namibia and botswana
johnson tiles
johnson tiles south africa is the number two ceramic 
tile manufacturer in south africa supplying the tile 
africa stores as well as other independent retailers 
distributors and contractors
tal
tal is our market leading adhesives business 
with manufacturing plants in olifantsfontein durban 
and cape town tal not only supplies a wide range of 
product into the south african market but also exports 
into subsaharan africa
glass mosaics in bathroom exterior showing main entrance
1nxrar14frontsmmrindd   15 24062014   102841 16  norcros plc annual report and accounts 2014
another strong year of growth in our south 
african business saw revenue 91 higher 
on a constant currency basis and 118 
higher on a like for like constant currency 
basis excluding nortec which was disposed 
of in november 2012 the average exchange 
rate for sterling to rand for the year was 
195 weaker at zar1597 2013 zar1337 
resulting in full year reported revenue of 
£707m 2013 £776m which was 88 
lower than prior year and 66 lower on a 
like for like basis underlying operating profit 
for the year doubled to £19m 2013 £09m 
despite a 195 weaker rand adversely 
impacting sterling reported profits by 
approximately £04m 
johnson tiles south africa
johnson tiles south africa continued to 
make strong progress despite the impact 
of a much weaker local currency on energy 
and raw material costs this was driven 
off the back of an excellent manufacturing 
performance independent sector revenues 
increased by 123 on a constant currency 
basis but at £106m 2013 £113m were 
65 lower on a reported basis further 
gains in the diy sector have been achieved 
as we continue our successful strategy 
of importing ceramic tile products to 
complement our own manufactured 
product to create a “onestop shop” for larger 
retailers particularly builders warehouse 
the focus of the last two years has been 
on operational improvements and it is 
therefore pleasing to report that the 
manufacturing plant is now operating 
extremely well and in line with our plans 
the substantial progress in this area has 
been the key driver behind the significantly 
reduced loss in this year the second phase 
of the profit improvement programme aims 
to improve margins via an improved 
product offer both in terms of design and 
format this process commenced towards 
the end of the financial year with the 
successful installation of stateoftheart ink 
jet printing equipment and the introduction 
of new larger format tiles which are due to 
be launched in q2 of 201415
the business is currently experiencing a 
legal strike by a number of employees at its 
manufacturing facility in olifantsfontein 
the strike involves members of num 
the national union of mineworkers who 
are currently the majority union in the plant 
and relates to a failure to agree a collective 
recognition agreement regarding employment 
terms with the support of the minority union 
bcawu who have remained at work we 
have managed to maintain production levels 
with minimal disruption to the business 
management remains confident that in 
the absence of any escalation they will 
be able to maintain budgeted production 
performance for as long as is necessary
tal adhesives
tal our market leading adhesives business 
in south africa saw independent sector 
revenue grow 52 on a constant currency 
basis and an 118 decline on a sterling 
reported basis to £171m 2013 £194m 
on a like for like basis excluding the 
nortec business which was disposed 
of in november 2012 constant currency 
revenue growth was 167 
improving markets and continued market 
share gain particularly in the diy retail 
sector have helped drive south african 
revenue whilst significant progress in sub 
saharan africa particularly zimbabwe and 
namibia saw export revenue grow 607 
compared to the same period last year 
focus on product quality and technical 
support are fundamental to tal’s success 
and to reinforce this position a £01m 
investment in a new laboratory at our main 
olifantsfontein site was completed in the 
first half of the year resulting in improved 
production control product formulations 
and margins
underlying operating profits for the period 
improved compared to prior year and 
remain strong 
following the sale of the business and 
assets of tal’s small but loss making nortec 
business in november 2012 the premises at 
spartan in which this business had been 
located and had been leased to the new 
owners for a short period were vacated 
these premises were disposed of in the first 
half of the year generating proceeds of 
£07m and a profit of £05m which has 
been treated as an exceptional gain in the 
income statement 
tile africa
tile africa our leading retailer of wall and 
floor tiles adhesive showers sanitaryware 
and bathroom fittings saw revenue increase 
99 on a constant currency basis but 
reduce 82 on a sterling reported basis to 
£430m 2013 £469m 
sales growth reflected a slower than 
anticipated christmas period following 
shipping delays out of china of imported 
product required for our peak trading 
period notwithstanding this tile africa 
delivered a strong underlying operating 
profit performance 
the successful implementation of new 
inventory optimisation software is now 
delivering the expected benefits improved 
instock levels supported by increased 
investment in marketing have contributed 
to constant currency like for like store 
revenue growth of 136 in the year 
store relocations in klerksdorp and 
montana were completed in the year 
of our 29 owned stores 23 have now 
been successfully upgraded and our 
new store programme is progressing 
well with new sites secured for 
southgate and vanderbijlpark
another strong year of growth in our south african 
business saw revenue 91 higher on a constant 
currency basis
“
business review continued
1nxrar14frontsmmrindd   16 24062014   102843   17 norcros plc annual report and accounts 2014
overview strategic report corporate governance group accounts parent company accounts
financial overview
continuing operations
2014
£m
2013
restated
£m
revenue 2187 2004
underlying operating profit 161 128
nonunderlying operating items 18 15
exceptional operating items 15 44
operating profit 128 69
net finance costs 70 17
profit before taxation 58 52
taxation 43 02
profit for the year from continuing operations 101 54
lossprofit for the year from discontinued operations 14 02
profit for the year 87 56
finance director’s report
group underlying operating profit 
at £161m increased by 255
summary
group revenue increased by 92 
to £2187m 2013 £2004m
group underlying operating profit 
of £161m was 255 ahead of 
the prior year
group underlying return on capital 
employed was 150 2013 126
underlying operating cash flow 
of £203m was 88 ahead of 
the prior year
net debt reduced to £269m 
from £307m
revenue
group revenue at £2187m 2013 £2004m 
increased by 92 of which acquisitions and 
disposals accounted for 136 with organic 
revenue growth of 19 and foreign exchange 
impacts accounting for a 63 decline
underlying operating profit
underlying operating profit increased by 
255 to £161m 2013 £128m our uk 
businesses delivered underlying operating 
profits of £142m against £119m driven 
largely by the acquisition of vado following 
last year’s return to profitability our south 
african businesses generated an underlying 
operating profit of £19m 2013 £09m on 
a constant currency basis the improvement 
in underlying operating profit in south 
african businesses was £14m group 
underlying operating profit margins 
improved to 73 2013 64
nonunderlying and exceptional 
operating items
nonunderlying costs totalling £18m 
2013 £15m were made up of £14m 
2013 £15m noncash pension fund 
administration costs following the 
implementation of the revised ias 19 
‘employee benefits’ accounting standard 
and £04m 2013 £nil arising from the 
amortisation of acquired intangibles 
relating to the vado acquisition 
exceptional items of £15m 2013 £44m 
predominantly related to costs associated 
with the restructuring exercise in our johnson 
tiles business undertaken in the first half of 
the year a full analysis of both nonunderlying 
and exceptional operating items can be found 
in note 5 to the financial statements
operating profit for the year after deducting 
nonunderlying and exceptional operating 
costs was £128m 2013 £69m
martin payne
group finance director
audit committee report p33
financial statements p55
1nxrar14frontsmmrindd   17 24062014   102844 18  norcros plc annual report and accounts 2014
net finance costs
net finance costs increased to £70m 
2013 £17m although £46m of this increase 
related to the movement on fair value of 
foreign exchange contracts bank interest 
payable of £15m 2013 £13m was slightly 
higher than the prior year and reflects the 
increase in average net debt following the 
acquisition of vado
following the implementation of the revised 
accounting standard ias 19 ‘employee 
benefits’ the group has recognised a £13m 
interest cost in respect of pension scheme 
liability 2013 £09m which increased 
by £04m principally due to a higher 
opening liability
taxation
the tax credit for the year was £43m 
2013 credit of £02m due to the continued 
strong performance of the group a further 
review of the position with regard to deferred 
tax assets was undertaken as a result of this 
the remaining unrecognised deferred tax 
assets in relation to both the uk and south 
african businesses of £44m have now been 
recognised in respect of tax losses and capital 
allowances on the grounds that it is considered 
probable that the group will benefit from 
these assets in the foreseeable future
recognition of these assets is likely to mean 
that future effective tax rates will increase 
to approximately 25 in the coming year 
the standard rate of uk corporation tax 
from 1 april 2014 will reduce to 21 with 
a further reduction to 20 from 1 april 2015 
and the standard rate of tax in south africa 
is 28 2013 28 the group’s effective tax 
rate is expected to be higher than the standard 
uk rate because of the geographic mix of 
profits and because certain expenses such 
as amortisation are generally not allowable 
for tax purposes
lossprofit from discontinued operations
on 25 march 2014 the company entered into 
a conditional agreement to dispose of 100 
of the issued share capital of norcros industry 
pty limited nipl which owns its australian 
tiles business to kim hin industries berhad 
khib as khib is listed on the malaysian 
bursa it required shareholder approval to 
allow the transaction to take place this was 
duly received allowing the disposal to be 
completed on 30 may 2014 with total 
consideration of £42m being received
a loss of £16m relating to this sale has been 
included in these accounts which together 
with the results of the year for nipl of £02m 
has been disclosed within lossprofit for 
the year from discontinued operations
as nipl represented a major line of business 
for the group it has been classified as 
heldforsale in the consolidated balance sheet 
and its operations have been treated as 
discontinued with a single amount shown on 
the face of the consolidated income statement 
further details on discontinued operations are 
provided in note 29 to the financial statements
restatement of prior year results
as nipl is no longer classed as a continuing 
operation the prior period has also been 
restated in accordance with the presentational 
requirements of ifrs 5 
furthermore the introduction of a revised 
ias 19 ‘employee benefits’ accounting 
standard see pension schemes below also 
requires prior year results to be restated
the table shown opposite demonstrates 
the impact of these restatements on the 
consolidated income statement
earnings per share
underlying diluted earnings per share 
amounted to 28p 2013 18p excluding 
the effect of deferred tax assets recognised 
in the year underlying diluted earnings per 
share was 21p basic earnings per share 
was 15p 2013 10p 
profit before tax
underlying profit before tax was £146m 2013 £115m reflecting the increased underlying 
operating profit noted above underlying profit before tax is reconciled as shown below
2014
£m
2013
restated
£m
profit before taxation 58 52
adjusted for
– nonunderlying operating items 18 15
– exceptional operating items 15 44
– amortisation of costs of raising finance 03 02
–  net movement on fair value of derivative financial instruments 37 09
– discount on property lease provisions 02 02
– ias 19r finance cost 13 09
underlying profit before tax 146 115
the group reported profit before tax of £58m 2013 £52m
the board is recommending a final dividend 
of 034p 2013 0305p per share
“
finance director’s report continued
1nxrar14frontsmmrindd   18 24062014   102844   19 norcros plc annual report and accounts 2014
overview strategic report corporate governance group accounts parent company accounts
restatement of prior year results
2013 as
previously
reported
£m
ias 19
revised
£m
discontinued
operations
£m
2013 as
restated
£m
revenue 2107 — 103 2004
underlying operating profit 130 — 02 128
nonunderlying operating items — 15 — 15
exceptional operating items 44 — — 44
operating profit 86 15 02 69
net finance costs 14 31 — 17
profit before taxation 100 46 02 52
taxation 09 11 — 02
profit for the year from 
continuing operations 91 35 02 54
profit for the year from 
discontinued operations — — 02 02
profit for the year 91 35 — 56
summarised balance sheet
2014
£m
2013
restated
£m
property plant equipment and investment properties 413 489
goodwill and intangible assets 271 284
deferred tax 116 87
net current assets excluding assets heldforsale 367 450
pension scheme liability 218 300
other noncurrent assets and liabilities 63 87
cash and borrowings 274 307
net assets before assets heldforsale 612 616
assets heldforsale 43 —
net assets 655 616
dividends
as previously announced it is the board’s 
intention to continue a progressive yet prudent 
dividend policy subject to the group’s 
earnings cash flow and balance sheet 
position as such the board is recommending 
a final dividend of 034p 2013 0305p per 
share which if approved together with the 
interim dividend of 017p 2013 0155p makes 
a total dividend of 051p 2013 046p in 
respect of the year ended 31 march 2014
this final dividend if approved at the 
annual general meeting will be payable on 
30 july 2014 to shareholders on the register 
on 27 june 2014 the shares will be quoted 
exdividend on 25 june 2014
balance sheet
the group’s balance sheet is summarised 
opposite
property plant equipment and investment 
properties fell by £76m of which £38m 
was due to exchange rate movements 
additions in the year were £43m
deferred tax increased principally as a result 
of the full recognition of certain assets in 
the year net of a reduction of £25m as 
a result of the decrease in the pension 
scheme liability
pension schemes
the group contributed £21m 2013 £32m 
into its uk defined benefit pension scheme 
during the year this included deficit recovery 
contributions of £20m 2013 £20m as part 
of the 2012 deficit recovery plan
the gross defined benefit pension scheme 
valuation on the uk scheme showed a deficit 
of £218m compared to a deficit of £300m 
last year the lower deficit reflects decreased 
liabilities due to a higher discount rate of 
430 2013 420 and a higher than 
expected return on scheme assets
1nxrar14frontsmmrindd   19 24062014   102845 20  norcros plc annual report and accounts 2014
finance director’s report continued
pension schemes continued
during the year the group implemented the 
revised ias 19 ‘employee benefits’ accounting 
standard and in line with the requirements 
has restated comparative financial information 
accordingly whilst this had no impact on 
the value of the liability or net assets the 
analysis of amounts charged to the income 
statement and other comprehensive income 
have changed a summary of the impact 
is shown opposite
fund administration expenses of £14m 
2013 £15m which had previously been 
netted off actuarial gains are now included 
in the income statement the method 
of calculating the interest cost has also 
changed leading to a finance cost of £13m 
2013 £09m further details on the change 
in accounting policy are provided in note 1 
to the financial statements
the group’s contributions to its defined 
contribution pension schemes were £22m 
2013 £12m and have increased as 
expected due to the closure of the uk 
defined benefit scheme to future accrual
cash flow and net debt
net debt decreased by £38m in the year to 
£269m 2013 £307m a summary of the 
movement in net debt is shown opposite
underlying operating cash flow was £95m 
higher than in the previous year at £203m 
as a result of higher operating profits and 
management of working capital the group’s 
working capital outflow was £26m 2013 
£74m principally reflecting investment in 
inventory at vado and tile africa to support 
future growth
net cash generated from operating 
activities was £60m higher than in the 
previous year at £103m largely due to 
improved underlying operating cash flow 
net of higher outflows in respect of 
exceptional items 
impact of the implementation of ias 19r on comprehensive expense
income
statement
£m
other
comprehensive
expense
£m
total
comprehensive
expense
£m
as previously reported 91 171 80
ias 19 finance income – old basis 22 22 —
pension administration expenses  
– new basis 15 15 —
ias 19 finance cost – new basis 09 09 —
deferred tax effect 11 11 —
as restated 56 136 80
cash flow and net debt
key cash flow components and movement in group net debt
2014
£m
2013
£m
underlying operating cash flow 203 108
cash flows from exceptional items 44 22
pension fund deficit recovery contributions 20 20
cash used in discontinued operations 03 —
cash flow from operations 136 66
net interest paid 16 13
taxation 17 10
net cash generated from operating activities 103 43
issue of share capital 04 03
capital expenditure 42 67
acquisitions 01 106
dividends 28 25
other items including other disposal proceeds foreign 
exchange rolled up interest and amortised financing costs — 23
movement in net debt 38 129
opening net debt 307 178
closing net debt 269 307
net cash generated from operating activities was 
£60m higher than in the previous year at £103m 
largely due to improved underlying operating 
cash flow 
“
1nxrar14frontsmmrindd   20 24062014   102846   21 norcros plc annual report and accounts 2014
overview strategic report corporate governance group accounts parent company accounts
capital expenditure at £42m 2013 £67m 
included a new tile press at johnson tiles uk 
continued investment in tooling for new 
product in triton showers and a customer 
training facility at vado in south africa capital 
investment was in ink jet tile manufacturing 
equipment at johnson tiles south africa 
together with store upgrades as part of the 
normal store improvement programme 
in tile africa
bank funding
the group has a committed facility of £70m 
with a club of three banks and headroom on 
facilities was £341m at 31 march 2014 this 
facility expires in october 2015 and is currently 
subject to a margin of 2 above libor
foreign currency translation
pretax profits from our overseas operations 
are translated at the average exchange rate 
for the year and balance sheets of these 
operations translated at the closing rate of 
exchange the table opposite sets out the 
relevant exchange rates used
the movement in average exchange 
rates compared to 2013 had the effect 
of reducing 2013 reported group revenue 
and group underlying operating profit by 
£128m and £04m respectively
key performance indicators
management uses a full suite of measures 
to manage and monitor the performance of its 
individual businesses the board considers that 
its key performance indicators are the measures 
most relevant in monitoring its progress to 
creating shareholder value the relevant statistics 
for 2014 and 2013 are shown opposite
m k payne
group finance director
19 june 2014
foreign currency translation
average rate vs £
2014 2013
south african rand 1597 1337
australian dollar 172 154
euro 119 123
us dollar 159 158
closing rate vs £
2014 2013
south african rand 1763 1393
australian dollar 180 146
euro 121 118
us dollar 166 152
key performance indicators
2014
£m
2013
£m
change

revenue 2187 2004 92
underlying operating profit 161 128 255
underlying profit before tax 146 115 267
underlying diluted earnings per share  
– pence 28p 18p 556
underlying return on capital employed 150 126 24
underlying operating cash flow 203 108 880
net debt 269 307 124
   underlying operating profit is defined as operating profit before nonunderlying and exceptional operating items
   underlying return on capital employed is defined as underlying operating profit divided by the average of opening 
and closing underlying capital employed underlying capital employed is defined in note 8 to the financial statements
 underlying operating cash flow is defined in note 8 to the financial statements
1nxrar14frontsmmrindd   21 24062014   102847 22  norcros plc annual report and accounts 2014
principal risks and uncertainties
norcros has a system of risk 
management which seeks to 
mitigate risks as far as possible
there are a number of potential risks and uncertainties which 
could have a material impact on the group’s performance 
the key risks to which the group is exposed together with 
the potential effects and mitigating actions taken pertaining 
to them are noted on the next page
1nxrar14frontsmmrindd   22 24062014   102852   23 norcros plc annual report and accounts 2014
overview strategic report corporate governance group accounts parent company accounts
risk and description potential effects mitigating actions change
key commercial relationships 
whilst the group has a diverse range 
of customers there are nevertheless 
certain key customers who account 
for high levels of revenue 
many of the contractual arrangements 
with customers are short term in nature 
as is common in our markets and 
there exists some risk that the current 
performance of a business may not 
be maintained if such contracts were 
not renewed or extended or were 
maintained at lower volumes due 
to a decline in economic activity
the importance of relationships with key customers is 
recognised and managed by senior personnel within the 
group who have direct and regular access to their 
counterparts at the highest levels of management
rebate schemes and incentive programmes help maintain 
these key relationships in a competitive market situation
the group stresses key selling points such as continuity of 
supply financial strength of the group and level of customer 
service to help maintain relationships as well as an excellent 
product offering the group is also able to take care of 
customers’ sourcing storage and logistics requirements
the existence of a flexible cost base helps alleviate this 
potential risk in certain of the group’s businesses
none
competition
the group operates within a 
highly competitive environment 
in all its markets
the group accepts there is a risk to 
its results and financial condition 
caused by the actions of its 
competitors including competitors’ 
marketing strategies and product 
development 
to help identify such risks the competitive environment 
specific marketplace and the actions of particular competitors 
are discussed at both group and operating divisional board 
meetings in addition each market is carefully monitored to 
identify any significant shift in policy by any competitor
none
reliance on 
production facilities
the group has a small number 
of automated manufacturing 
facilities for the manufacture 
of tiles and adhesives 
if any of these facilities including 
technology used to operate them 
were to fail the effect on the group 
could be significant 
the group has a well established ongoing preventative 
maintenance programme as well as a comprehensive “annual 
shutdown” programme throughout its manufacturing 
operations 
furthermore the group has developed an experienced 
globally coordinated product sourcing function which could 
mitigate the risk of failure 
finished inventory holdings across the operations acts as a 
limited buffer in the event of operational failure 
a business interruption insurance policy is maintained to 
mitigate losses caused by a serious event affecting 
manufacturing capability
none
staff retention and recruitment
the group employs around 1700 
people worldwide 
the group’s ability to grow and 
increase its market share depends 
significantly on its continuing ability 
to recruit and retain highly skilled 
employees in each area of its activities 
future growth plans may be restricted 
or delayed by difficulties experienced 
in recruiting and retaining 
appropriate staff
group policy is to remunerate its personnel in line with market 
rates and practice in addition to competitive salaries there are 
annual bonus schemes share options and other benefits offered
executives and key management are incentivised via an 
approved performance share plan apsp which was approved 
at the 2011 agm a second grant of options under the apsp 
took place in 2012 and a third in 2013 
succession planning is an agenda item at group board level
the group is able to offer employees appropriate training and 
opportunities for advancement and has a demonstrable track 
record of internal promotion
none
1nxrar14frontsmmrindd   23 24062014   102855 24  norcros plc annual report and accounts 2014
principal risks and uncertainties continued
risk and description potential effects mitigating actions change
foreign currency exchange risk
a significant amount of the group’s 
business is conducted in currencies 
other than sterling primarily south 
african rand us dollar australian 
dollar and euro sterling has become 
stronger relative to the major 
currencies on the back of improved 
uk economic data
the group’s financial performance is 
subject to the effects of fluctuations in 
foreign exchange rates
the group typically seeks to hedge its foreign exchange 
transactional flows for up to twelve months forward 
the group may where it is considered appropriate 
denominate some of its borrowings in other currencies to 
hedge translational profit and asset risk although this is not 
considered necessary at present given the level of earnings 
made by its overseas businesses at present compared to the 
group as a whole
none
interest rate risk
the group pays interest and other 
facility fees based on local base rates 
and libor rates
a significant increase in interest rates 
would affect the group’s profitability 
and cash flow
given the current low interest rates negotiated as part of 
the refinancing of bank debts in 2011 it is not considered 
advantageous to enter into hedging arrangements for the time 
being the group’s interest rate risk is reviewed regularly by 
executive management and at least annually as part of the 
group budget process 
none
pension scheme management
the uk companies in the group 
participate in a defined benefit 
pension scheme 
the group’s financial results show 
an aggregate deficit in this scheme 
as at 31 march 2014 of £218m 
2013 £300m assessed in 
accordance with ias 19 revised 
there are various risks that could 
adversely affect the funding of the 
defined benefits under the scheme 
and consequently the group’s 
funding obligations 
the scheme was closed to new members and future accrual 
with effect from 1 april 2013 and replaced by an autoenrolment 
compliant defined contribution scheme risks from rising costs 
of providing a final salary pension scheme have therefore been 
materially reduced
executive management regularly monitors the funding position 
of the scheme and is represented on both the trustee’s board 
and its investment subcommittee to monitor and assess 
investment performance and other risks to the group
the group considers each actuarial valuation annual ias 19r 
valuation and each triennial valuation to reassess its position 
with regard to its pension commitments in conjunction with 
external actuarial advice
down
energy price risk
energy costs are a significant 
proportion of the group’s 
manufacturing costs especially in its 
tile manufacturing businesses
sustained increases in energy 
costs could significantly affect 
the group’s profitability
prices are monitored on a regular basis and where believed 
to be appropriate a proportion of energy costs are hedged
energy costs tend to increase worldwide at similar rates 
therefore competitors will generally face the same pressures 
of any sustained increase
none
additional capital requirements 
to fund ongoing operations
the group must ensure it has 
adequate funding to meet capital 
demands within its current 
available facilities
the group’s current and forecast performance against its banking 
facilities in monitored regularly by the executive directors this 
has historically shown there are ample facilities available to meet 
the current and future needs of the existing group 
the group refinanced its facilities in 2011 and successfully 
increased the facility in 2013 by a further £19m on the same 
commercial terms to finance the acquisition of vado this facility 
remains in place until october 2015 
none
performance against 
banking covenants
the group is subject to key banking 
covenants including interest cover 
and debt cover
failure to meet these covenants 
could result in the group being in 
default of its banking facilities
performance against banking covenants is regularly and 
closely monitored and is a key element of the forecasting 
and budgeting process
none
1nxrar14frontsmmrindd   24 24062014   102855   25 norcros plc annual report and accounts 2014
overview strategic report corporate governance group accounts parent company accounts
risk and description potential effects mitigating actions change
many of the products the group 
sells are subject to changing 
consumer preferences 
the group’s revenues and profits can 
be sensitive to these changing 
preferences failure to anticipate 
identify or react swiftly to changes in 
consumer preferences could result in 
lower sales higher markdowns to 
reduce excess inventories and lower 
profits conversely failure to anticipate 
increased consumer demand for its 
products may lead to inventory 
shortages negatively impacting 
customer goodwill brand image 
and profitability
the group invests significantly in sales and marketing 
including design new product development and market 
research all these are discussed at each operating divisional 
board meeting and are regular agenda items each divisional 
board has appropriate sales and marketing representation this 
ensures the group is aware of changes in the marketplace and 
can adapt resources accordingly
none
south african operations 
approximately one third of the group’s 
activities are conducted in south africa
the group may be exposed to risks 
outside of its control including political 
social and economic instability 
industrial action unexpected 
changes in the regulatory 
environment exposure to different 
legal standards or employment 
relations and potentially adverse tax 
consequences 
in addition the geographical spread 
of the group’s operations means 
management coordination of effort 
and communications with employees 
are subject to certain challenges
the group executives and head office finance staff are in 
regular contact with their south african counterparts via 
electronic communication in addition group executives make 
regular visits to the group’s sa operations and specific internal 
audit visits are made annually
none
management of property estate
the group has several leasehold 
interests in properties which are 
no longer used by the group
in a number of cases the rent paid by 
the group exceeds the rents received 
from subletting these properties
the groups maintains a leasehold provision specifically to 
cover these rental shortfalls this was reviewed in 2013 and a 
further £30m provision was recognised
the property portfolio is managed on a day to day basis by a 
property consultant who is engaged by the group
the group seeks to enter longterm leases with tenants to give 
it as much security over future revenues as possible and 
minimise rent free periods and voids
the lease for drakes way expires in 2014 and the groundwell 
property has been sublet until at least the end of 2018
down
vado acquisition risk
the group acquired vado at the end 
of the last financial year
business performance may not reach 
expectations impacting group 
profitability and cash flows 
key management have been incentivised to stay with the 
business they participate with executive directors at monthly 
board meetings to monitor business performance
the vado managing director reports directly to the group 
chief executive and there is regular dialogue between 
business management and head office finance staff
the terms of purchase were such that a significant proportion 
of the consideration is deferred and contingent upon future 
business performance over the next three years
the business has performed to expectations in its first year 
and has been successfully integrated into the group
down
1nxrar14frontsmmrindd   25 24062014   102856 26  norcros plc annual report and accounts 2014
corporate responsibility and sustainability
the board takes regular account of the significance of environmental 
ethical and social factors affecting the group and recognises that 
management of these matters is key to ensuring the longterm 
sustainability of its businesses
the environment
the board recognises the group’s activities 
do have an impact on the environment 
norcros is committed to minimising this 
impact by continually improving its 
efficiency in terms of energy water and 
material consumption 
for example triton showers has stringent 
targets to recycle not just its products but 
also all site waste the target has been to 
get waste to landfill down to below 3 tonnes 
per annum from the height of 183 tonnes in 
2005 this target has now been met and is 
still dropping further in addition new 
product introduction is very much focused 
around more environmentally friendly 
products and ultimately with less energy 
and better utilisation of water triton has a 
number of “eco” products included in their 
range and similarly the vado business has 
recognised that saving water is increasingly 
becoming a focus for its customers and 
accordingly it has a range of products 
which specifically meet this objective 
the group aims to minimise its carbon 
footprint its greenhouse gas emissions are 
reported on in detail on page 52
for further information on norcros’ 
commitment to the environment and 
sustainability please visit the “corporate 
responsibility” section of wwwnorcroscom 
ethics
the group aims to act with integrity towards 
all stakeholders in its businesses and respects 
the laws regulations and customs in all the 
counties within which it operates the group 
makes every effort to ensure its employees 
are aware of and comply with the relevant 
business’ ethical code
the group has implemented an antibribery 
policy to comply with the bribery act 2010 
appropriate procedures are in place at 
each location to mitigate the risk of any 
employee committing an offence under 
this act
in order to ensure an open culture of legal 
and ethical compliance all of the businesses 
in the group have in place “whistleblowing” 
procedures so that any concerns can 
be raised
social
companies in the group are encouraged 
to become involved in and support local 
initiatives where possible 
an example of this commitment is in south 
africa where norcros sa supported a wide 
variety of charities including disadvantaged 
schools homes for the elderly and 
children’s homes as well as social 
organisations such as round table and 
medical research charities giving took the 
form of tiles and related goods as well as 
monetary donations in addition to such 
donations from the company staff were 
encouraged to give material items such as 
nonperishable food blankets and clothing 
at various times and events during the year 
in the uk vado is supporting local charity 
“help the child” which aims to provide 
specialist equipment to improve the lives of 
local children with special needs and 
johnson tiles likewise raises money for 
charity through various events and supports 
a local special needs nursery and various 
local organisations 
1nxrar14frontsmmrindd   26 24062014   102858   27 norcros plc annual report and accounts 2014
overview strategic report corporate governance group accounts parent company accounts
employees
the necessity for and importance of 
good relations with all employees is well 
recognised and accepted throughout 
the group however because the group’s 
activities are organised on a decentralised 
basis with each operating business having 
autonomy over its operations there is no 
uniform set of arrangements for employee 
involvement imposed throughout the 
group nevertheless all businesses in the 
group are strongly encouraged to devise 
and adopt whatever means of employee 
consultation best suits their circumstances
norcros also recognises the need to 
train their staff in order to give them the 
necessary skills to perform their duties to 
the high standards required the group’s 
businesses invest in a range of development 
activities for example norcros south africa 
is committed to invest at least 1 of its 
annual payroll in training and development 
initiatives ranging from management 
development to adult literacy programmes 
training and development of employees is 
also high on the agenda at triton showers 
every manager is given ongoing management 
training on key skills and triton is also a 
strong supporter of vocational training
in addition triton runs training programmes 
and local projects to help support our 
employees and their local communities 
the group is fully committed to keeping its 
employees informed about their work unit 
and the wider business
the group recognises its responsibilities 
towards disabled persons and therefore 
all applications from such persons are 
fully and fairly considered bearing in 
mind the respective aptitudes and abilities 
of the applicant in the event of existing 
employees becoming disabled every effort 
is made to ensure that their employment 
with the group continues and that appropriate 
training is arranged it is the policy of the 
group that the training career development 
and promotion of disabled persons should 
as far as possible be identical to that of an 
ablebodied person
gender of directors and employees
the number of people employed by the 
group of each gender can be shown 
as follows
male female total
company 
directors 4 1 5
other senior 
managers
1
36 9 45
total 
employees 1017 646 1663
1  as defined by the companies act this category includes 
all employees responsible for planning directing or 
controlling the activities of the group excluding 
company directors
our people are key to our success as a 
business and we value the individuality 
and diversity that each employee brings
at senior leadership levels 20 of 
employees are female
prior to any senior appointment the 
nominations committee ensures the 
best person for the role is appointed 
and in doing so gives due consideration 
to gender and diversity
human rights
the directors do not consider human 
rights to be a material risk for the group 
principally due to the existing regulatory 
frameworks in place in the uk and south 
africa being the primary geographical 
locations in which we operate
whilst the group does not have any policies 
which specifically address human rights at the 
present time our values focus on respect 
integrity and fairness and consequently we 
welcome the debate on the role of business 
in promoting human rights
1nxrar14frontsmmrindd   27 24062014   102901 28  norcros plc annual report and accounts 2014
a strong leadership team 
committed to driving growth
introduction to governance
board of directors
dear shareholder 
the board is committed to ensuring that high standards 
of corporate governance are maintained by norcros plc 
and is accountable to the company’s shareholders for good 
corporate governance its policy is to manage the affairs 
of the company in accordance with the principles of the 
uk corporate governance code referred to in the 
listing rules of the uk listing authority 
for the year under review the company has complied with 
the uk corporate governance code issued in 2012 “the code” 
in all respects save for those mentioned within this statement 
the following sections of this statement describe the board’s 
approach to corporate governance and how the principles 
of the code are applied
m g towers
chairman
19 june 2014
audit 
committee
david mckeith c
martin towers
jo hallas
remuneration 
committee
jo hallas c
martin towers 
david mckeith
nominations 
committee
martin towers c
david mckeith
jo hallas
the board
martin towers c
governance structure
1 martin towers
chairman
joined the board in july 2011 and was 
appointed chairman in november 2012 
he is also a nonexecutive director of 
rpc group plc kcom group plc and 
tyman plc he was formerly chief executive 
officer of spice plc and prior to that group 
finance director of kelda group plc spring 
ram corporation plc and mccarthy and 
stone plc he is a fellow of the institute of 
chartered accountants in england and wales
1
2
5 jo hallas 
nonexecutive director
appointed to the board in september 2012 jo 
also serves as chairman of the remuneration 
committee she is a business group director 
for spectris plc with responsibility for the 
inline instrumentation and industrial controls 
segments prior to that jo was general 
manager of the invensys residential controls 
business and she has held a number of senior 
management positions with bosch and 
procter  gamble both in the uk and 
overseas jo is a chartered engineer
4nxrar14middlesmmrindd   1 24062014   102820   29 norcros plc annual report and accounts 2014
overview strategic report corporate governance group accounts parent company accounts
2 nick kelsall
group chief executive
joined norcros as finance director of hr 
johnson tiles limited in 1993 formerly 
nick had held a number of senior financial 
management positions with touche ross 
manchester and immediately prior to 
joining norcros with waterford wedgwood 
group plc nick was appointed as group 
chief executive on 1 april 2011 having 
previously served as group finance director 
since october 1996 he is a member of the 
institute of chartered accountants in 
england and wales
6 richard collins 
company secretary
richard joined the company in june 2013 
as company secretary and group counsel 
he qualified as a solicitor in 1988 and was 
previously company secretary and director 
of risk and compliance at vertex financial 
services prior to that richard was 
company secretary and head of legal with 
tribal group plc blick plc and aggregate 
industries plc
3 martin payne 
group finance director
appointed group finance director in 
march 2011 he has most recently held 
senior financial positions at jcb and imi plc 
earlier in his career he spent six years as 
finance director of h  r johnson tiles 
limited he is a fellow of the chartered 
institute of management accountants
4 david mckeith 
nonexecutive director
appointed to the board in july 2013 david 
is senior independent director and chairman 
of the audit committee david was a senior 
partner of the manchester and liverpool 
offices of pricewaterhousecoopers llp 
and served on its uk supervisory board 
david is a nonexecutive director and audit 
committee chairman of sportech plc and is 
the chairman of the halle orchestra and of 
greater manchester chamber of commerce 
he is a fellow of the institute of chartered 
accountants in england and wales
6
4 3 5
4nxrar14middlesmmrindd   2 24062014   102829 30  norcros plc annual report and accounts 2014
corporate governance
the board is committed to ensuring that 
high standards of corporate governance are 
maintained by norcros plc and is accountable 
to the company’s shareholders for good 
corporate governance its policy is to manage 
the affairs of the company in accordance 
with the principles of the uk corporate 
governance code referred to in the listing 
rules of the uk listing authority for the year 
under review the company has complied 
with the uk corporate governance code 
issued in 2012 the “code” in all respects save 
for those mentioned within this statement 
the following sections of this statement 
describe the board’s approach to corporate 
governance and how the principles of the 
code are applied
board balance and independence
the board currently comprises a 
nonexecutive chairman two nonexecutive 
directors and two executive directors 
who are equally responsible for the 
proper stewardship and leadership of the 
company the directors holding office at 
the date of this report and their biographical 
details are given on pages 28 and 29
taking into account the provisions 
of the code the chairman and the two 
nonexecutive directors are considered 
by the board to be independent of the 
company’s executive management and free 
from any business or other relationship that 
could materially interfere with the exercise of 
their independent judgment the terms and 
conditions of appointment of the chairman 
and the nonexecutive directors are available 
for inspection at the registered office of the 
company the letters of appointment set 
out the expected time commitment other 
significant commitments of the chairman and 
nonexecutive directors are disclosed to the 
board on a regular basis throughout the year
the board is satisfied that the chairman’s other 
significant commitments do not prevent him 
from devoting sufficient time to the company
david mckeith is the senior independent 
nonexecutive director he is available to 
shareholders if they have reasons for 
concern for which contact through the 
normal channels of chairman group chief 
executive or group finance director have 
failed to resolve
all directors are supplied in a timely manner 
with all relevant documentation and financial 
information to assist them in the discharge 
of their duties by the making of well 
informed decisions that are in the best 
interests of the company as a whole the 
board regularly reviews the management 
and financial performance of the company 
as well as longterm strategic planning and 
risk assessment regular reports are given 
to the board on matters such as pensions 
health and safety and litigation
any concerns that a director may have about 
how the group is being run or about a course 
of action being proposed by the board will if 
they cannot be resolved once those concerns 
have been brought to the attention of the 
other directors and the chairman be 
recorded in the board minutes in the event of 
the resignation of a nonexecutive director 
that director is encouraged to send a written 
statement setting out the reasons for the 
resignation to the chairman who will then 
circulate it to the other members of the board 
and the company secretary
chairman and group chief executive
the positions of chairman and group chief 
executive are held by separate individuals 
and the board has clearly defined their 
responsibilities the chairman is primarily 
responsible for the effective working of the 
board ensuring that each director particularly 
the nonexecutive directors is able to make 
an effective contribution the group chief 
executive has responsibility for running 
the group’s businesses and for the 
implementation of the board’s strategy 
policies and decisions
the board is committed 
to ensuring high standards 
of corporate governance
breakdown of executive 
and nonexecutive 
directors
executive directors 2
nonexecutive directors 2
nonexecutive chairman 1
board of directors p28
martin towers
chairman
1
2
2
4nxrar14middlesmmrindd   3 24062014   102829   31 norcros plc annual report and accounts 2014
overview strategic report corporate governance group accounts parent company accounts
board committee and director evaluation
the performance of the board is appraised 
by the chairman the executive and 
nonexecutive directors are evaluated 
individually by the chairman the board 
led by the senior independent nonexecutive 
director appraises the chairman and the 
board evaluates the performance of its 
three committees evaluation processes are 
conducted periodically and they are organised 
to fit in with board priorities and succession 
planning activity a formal evaluation took 
place in the year under review in accordance 
with the requirements of the code the 
chairman is responsible for the review of each 
director’s development and ongoing training 
requirements to ensure that the performance 
of each director continues to be effective
advice for directors
procedures have been adopted for the 
directors to obtain access through the 
company secretary to independent 
professional advice at the company’s expense 
where that director judges it necessary in 
order to discharge their responsibilities as a 
director of the company
all directors have access to the advice and 
services of the company secretary who is 
responsible to the board for ensuring that 
board policies and procedures are complied 
with both the appointment and removal of 
the company secretary is a matter reserved 
for decision by the board
board procedures
the board has a formal schedule of matters 
specifically reserved to it for decision which 
it reviews periodically this ensures the 
board takes all major strategy policy and 
investment decisions affecting the company 
in addition it is responsible for business 
planning and risk management policies and 
the development of policies for areas such 
as safety health and environmental policies 
directors’ and senior managers’ remuneration 
and ethical issues the board provides 
direction to the management of the 
company and it is ultimately accountable 
for the performance of the group
the board operates in such a way as to 
ensure that all decisions are made by the 
most appropriate people in a timely manner 
that will not unnecessarily delay progress 
the board has formally delegated specific 
responsibilities to board committees 
namely the nominations committee audit 
committee and remuneration committee 
the terms of reference of those committees 
are published on the company’s website 
at wwwnorcroscom the report of the 
nominations committee is on page 36 the 
report of the audit committee is on page 33 
and the report of the remuneration 
committee is on page 37
the board will also appoint committees 
to approve specific processes as 
deemed necessary
the directors and management teams 
of each group company are responsible 
for those business entities they are tasked 
with the delivery of targets approved by the 
board on budgets strategy and policy
directors’ roles
the executive directors work solely for 
the group and none has taken on any 
nonexecutive directorship however 
in appropriate circumstances executive 
directors will be encouraged to take on 
one nonexecutive directorship in another 
noncompeting company or organisation
the terms and conditions of appointment 
of the nonexecutive directors are available 
upon written request from the company all the 
nonexecutive directors confirm that they 
have sufficient time to meet the requirements 
of their role they also confirm to disclose to 
the company their other commitments and to 
give an indication of the time involved in each 
such commitment the annual evaluation 
process includes an assessment of whether the 
nonexecutive director is spending enough 
time to fulfil his duties if a nonexecutive 
director is offered an appointment elsewhere 
the chairman is informed before any such 
offer is accepted and the chairman will 
subsequently inform the board
the board has suitable procedures in place for 
ensuring that its powers to authorise conflict 
situations are operated effectively such 
powers are operated in accordance with the 
company’s articles of association by means 
of each director having a responsibility to 
notify the board of any conflict situation 
and for the board to deal with that situation 
as appropriate
the board ensures that all new directors 
including nonexecutive directors will receive 
a full formal and tailored induction on joining 
the company as part of that induction 
procedure the chairman will offer to major 
shareholders the opportunity to meet a new 
nonexecutive director the chairman also 
periodically assesses the training and 
development needs of all directors and 
ensures that any suitable training and updates 
are provided to directors
retirement by rotation
each of the directors is subject to election 
by shareholders at the first annual general 
meeting after their appointment thereafter 
in accordance with the company’s articles 
of association all of the directors are subject 
to retirement by rotation such that one third 
of the directors retire from the board each 
year and each director must seek reelection 
at intervals of no more than three years 
however the board has decided that every 
director should where appropriate offer 
themselves for reelection at each annual 
general meeting accordingly each continuing 
director will seek reelection at the next 
annual general meeting biographical details 
of all of the directors are set out on pages 28 
and 29
financial reporting
when releasing the annual and interim 
financial statements the directors aim to 
present a fair balanced and understandable 
assessment of the group’s results and 
prospects the directors have a collective 
responsibility for the preparation of the 
annual report and accounts which is more 
fully explained in the statement of directors’ 
responsibilities on page 54
attendance by individual directors at meetings of the board and its committees
the attendance of directors at the board and principal board committee meetings during the year is detailed in the table below
main 
board 
8 meetings
audit
committee 
3 meetings
remuneration
committee
6 meetings
nominations
committee
3 meetings
m g towers chairman 88 33 66 33
j e brown resigned 24 july 2013 23 11 22 22
v aggarwal resigned 20 september 2013 13 23 12 12
g patnaik as alternate to v aggarwal resigned 31 august 2013 23 13 12 12
j c hallas 88 33 66 33
d w mckeith appointed 24 july 2013 55 22 44 11
n p kelsall 88 — — —
m k payne 88 — — —
d w hamilton resigned 24 july 2013 33 — — —
4nxrar14middlesmmrindd   4 24062014   102829 32  norcros plc annual report and accounts 2014
corporate governance continued
relations with shareholders
the company recognises the importance 
of maintaining good communications with 
shareholders the company takes a number 
of steps to ensure that the board and in 
particular the nonexecutive directors 
develops an understanding of the views 
of major shareholders about the company 
the directors have regular meetings with 
the company’s major shareholders and 
have regular feedback on the views of 
those shareholders through the company’s 
brokers reports of these meetings and 
any shareholder communications during 
the year are given to the board in addition 
the company publishes any significant events 
affecting the group and updates on current 
trading the chairman and the nonexecutive 
directors are also offered the opportunity to 
attend meetings with major shareholders and 
the nonexecutive directors and in particular 
the senior independent director would attend 
such meetings if requested to do so by any 
major shareholder
the board regularly receives copies of 
analysts’ and brokers’ briefings
the annual and interim reports together 
with all announcements issued to the 
london stock exchange are published on 
the company’s website at wwwnorcroscom
the notice of the annual general meeting 
is sent to shareholders at least 20 working 
days before the meeting it is the company’s 
practice to propose separate resolutions on 
each substantially separate issue
for each resolution proxy appointment forms 
should provide shareholders with the option 
to direct their proxy to vote either for or 
against the resolution or to withhold their 
vote the company ensures that all valid proxy 
appointments received for general meetings 
are properly recorded and counted for each 
resolution the company ensures that the 
following information is given at the meeting 
and made available as soon as reasonably 
practicable on a website which is maintained 
by or on behalf of the company
 — the date of the meeting
 — the text of the resolution
 — the number of votes validly cast
 — the proportion of the company’s issued 
share capital represented by those votes
 — the number of votes cast in favour 
of the resolution 
 — the number of votes against the 
resolution and
 — the number of shares in respect 
of which the vote was withheld
the chairman seeks to arrange for the 
chairmen of the audit remuneration and 
nominations committees or deputies if 
any of them are unavoidably absent to be 
available at the annual general meeting to 
answer those questions relating to the work 
of these committees
accountability and audit 
the respective responsibilities of the directors 
and auditor in connection with the financial 
statements are explained in the statement 
of directors’ responsibilities on page 54 and 
the auditor’s report on pages 55 to 57 the 
directors ensure the independence of the 
auditor by requesting annual confirmation of 
independence which includes the disclosure 
of all nonaudit fees
risk management and internal control
the board is responsible for the group’s 
system of internal control and for reviewing 
its effectiveness covering all material 
controls including financial operational 
risk management and compliance this is 
undertaken via an annual programme to 
review the internal control environment at 
each business unit each review is carried out 
by senior finance staff independent of that 
business unit the results of these reviews are 
communicated to the audit committee
the board has identified and evaluated 
what it considers to be the significant risks 
faced by the group and has also assessed 
the adequacy of the actions taken to manage 
these risks this has been disclosed on 
pages 22 to 25
the group’s insurance continues to be 
managed and coordinated centrally with 
the assistance of insurance brokers this 
gives the group full visibility of both claims 
history and the insurance industry’s 
perception of the group’s overall risk via 
the respective insurance premiums the 
company examines the size and trend of 
these premiums and the extent to which it 
can mitigate the risk and reduce the overall 
risk burden in the business by considering 
the appropriate level of insurance 
deductible and the potential benefit of 
selfinsurance in some areas
operational structure review 
and compliance
in addition to the group finance director 
the group has senior financial managers at 
its head office the board has considered 
whether the company should have an 
internal audit department and has deemed 
that given both its risk management and 
internal control programme noted 
previously together with the size and 
complexity of the group it is not necessary 
to employ such a department at the present 
time the board will however continue to 
keep this matter under review
the key elements of the controls framework 
within which the group operates are
 — an organisational structure with clearly 
defined lines of responsibility delegation 
of authority and reporting requirements
 — an embedded culture of openness of 
communication between operational 
management and the company’s 
executive management on matters 
relating to risk and control
 — defined expenditure authorisation levels and 
 — a comprehensive system of financial 
reporting an annual budget for each 
business unit is prepared in detail and 
approved by the group executive 
management the board approves the 
overall group’s budget and plans monthly 
actual results are reported against budget 
and the prior year and the forecast for 
the year is revised where necessary any 
significant changes and adverse variances 
are questioned by the board and remedial 
action is taken where appropriate there 
is weekly cash and treasury reporting to 
the group finance director and periodic 
reporting to the board on the group’s tax 
and treasury position
the system of internal control is designed 
to manage rather than eliminate the risk of 
failing to achieve business objectives and 
can only provide reasonable and not 
absolute assurance against material 
misstatement or loss
the control framework as outlined above 
gives reasonable assurance that the structure 
of controls in operation is appropriate to the 
group’s situation and that risk is kept to 
acceptable levels throughout the group
the board confirms that there is an ongoing 
process for identifying evaluating and 
managing the significant risks faced by the 
group and that this has been in place for the 
period under review and up to the date of 
approval of the annual report and accounts
takeover directive
share capital structures are included in the 
directors’ report on page 53
going concern
the directors consider after making 
appropriate enquiries at the time of 
approving the financial statements that the 
company and the group have adequate 
resources to continue in operational 
existence for the foreseeable future and 
accordingly that it is appropriate to adopt 
the going concern basis in the preparation 
of the financial statements
approved by the board of directors on 
19 june 2014 and signed on its behalf by
m g towers
chairman
4nxrar14middlesmmrindd   5 24062014   102830   33 norcros plc annual report and accounts 2014
overview strategic report corporate governance group accounts parent company accounts
the committee considers and 
challenges significant financial 
reporting issues and judgments
audit committee report
members
the committee consists of all the 
nonexecutive directors including the 
chairman biographies of the members 
of the committee appear on page 28 and 29
david mckeith who is considered to have 
recent and relevant financial experience was 
appointed as chairman of the committee 
when he took office on 24 july 2013 
following the retirement of john brown 
on the same date
the board is satisfied that the committee 
has the appropriate level of expertise to fulfil 
its terms of reference 
responsibilities
the committee is a subcommittee of the 
board whose main responsibilities include
 — reviewing the company’s annual and 
interim reports and other results 
announcements including considering 
and challenging significant financial 
reporting issues and judgments
 — monitoring the company’s risk 
management and internal control 
procedures and
 — overseeing the appointment and work 
of the external auditor
the committee also advises the board 
on whether it considers the annual report 
and accounts taken as a whole to be fair 
balanced and understandable and provides 
the information necessary for shareholders 
to assess the company’s strategy business 
model and performance
terms of reference
the committee’s terms of reference which 
are in compliance with the uk corporate 
governance code were reviewed and 
updated on 10 december 2013 a copy can 
be obtained from the company’s website 
wwwnorcroscom
meetings of the committee
the committee met formally three times 
during the year ended 31 march 2014 
the group chief executive group finance 
director company secretary and group 
financial controller also attended each 
of these meetings together with the 
engagement partner and other members of 
the audit team from the external auditor 
the committee may invite other individuals 
either from within the company or external 
technical advisers to attend meetings to 
provide information or advice as it sees fit
at each meeting the committee receives 
regular papers on incidences of fraud and 
whistleblowing and reviews any financial 
communications issued to the market
significant financial reporting matters 
in the 2014 annual report
the key area of judgment considered by the 
committee in connection with the 2014 
annual report and accounts was the 
valuation of the group’s uk defined benefit 
pension scheme in order to value the 
liability management had engaged an 
independent firm of qualified actuaries the 
committee reviewed the outputs from this 
work and benchmarked the assumptions 
particularly the net discount rate with those 
applied by other companies with the same 
year end the committee concurred with 
the assumptions put forward by 
management to value the liability
role of the audit committee
the main responsibilities 
of the audit committee are
 — reviewing the company’s 
financial reporting
 — monitoring the company’s risk 
management and internal control 
procedures and
 — overseeing the appointment and 
work of the external auditor
david mckeith
audit committee chairman
4nxrar14middlesmmrindd   6 24062014   102832 34  norcros plc annual report and accounts 2014
principal activities during the year
a wide variety of issues were addressed in the year and they are summarised in the table below
date activities
april 2013 review of the company’s year end trading statement
june 2013 review of the company’s annual report and accounts for the year ended 31 march 2013 together with a report from 
the external auditor covering the findings of their work
review of the company’s preliminary announcement for the year ended 31 march 2013
review of the company’s risk register
review of the analyst presentation communicating the results for the year ended 31 march 2013
july 2013 review of the company’s interim trading statement
september 2013 review of the company’s analyst and investor day presentation
review of the company’s interim trading statement
november 2013 review of the company’s interim report for the six months ended 30 september 2013 together with a report from 
the external auditor covering the findings of their work
determination and assessment of the principal financial reporting risks facing the company with the external auditor
update of the terms of reference of the audit committee
review of the constitution of the audit committee
review of the internal control testing work programme
review of the external auditor’s proposed audit work plan for the year ended 31 march 2014
review of the external auditor’s proposed fees
assessment of the external auditor’s independence objectivity qualifications and expertise including a review of their 
internal quality control checks
review of the analyst presentation communicating the results for the half year ended 30 september 2013
february 2014 review of the company’s interim management statement
march 2014 adoption of a policy in respect of the engagement of the external auditor for nonaudit services
review the expected significant financial reporting matters for the year ended 31 march 2014 see below
evaluate the company’s compliance whistleblowing and fraud prevention procedures
conduct an appraisal of the performance of the committee
assessment of the work carried out to test and review internal controls
agreement of a policy in respect of the employment of former employees of the external auditor
consideration of whether an internal audit function is required
review of management’s drafts of the narrative sections of the annual report
 formal meeting of the committee
audit committee report continued
4nxrar14middlesmmrindd   7 24062014   102832   35 norcros plc annual report and accounts 2014
overview strategic report corporate governance group accounts parent company accounts
appropriate during the year there has been 
a focus on controls concerning accounts 
payable expenses and capital expenditure
external auditor
the committee has primary responsibility 
for making recommendations to the board 
on the appointment reappointment and 
removal of the external auditor the 
committee keeps under review the scope 
and results of the audit and its effectiveness 
as well as the independence and objectivity 
of the auditor
the external auditor 
pricewaterhousecoopers llp was 
reappointed in november 2011 following 
a competitive tender process the 
committee has committed to conducting 
a tender process for the role of external 
auditor at least every ten years
the committee is aware of the need 
to safeguard the auditor’s objectivity and 
independence and the issue is discussed 
by the committee and periodically with 
the audit engagement partner from 
pricewaterhousecoopers llp as required 
by auditing practices board requirements 
external auditor independence is maintained 
by the rotation of the engagement partner 
every five years the current engagement 
partner mr m heath has been in place for 
three years in addition to this new policies 
on the award of nonaudit work to the 
external auditor and the employment 
of exemployees of the external auditor 
have been put in place
the external audit starts with the design 
of a work plan that tackles the key risks 
of the audit which were determined at the 
november 2013 meeting of the committee 
at each meeting the committee had the 
opportunity to discuss matters with the 
external auditor without management 
being present the chairman of the 
committee also has regular discussions 
with the external audit partner outside 
the formal committee process
for the year ended 31 march 2014 
the committee was satisfied with 
the independence objectivity and 
effectiveness of the relationship 
with pricewaterhousecoopers llp as 
external auditor in the light of this the 
committee has recommended to the 
board that pricewaterhousecoopers llp 
be reappointed for the forthcoming year 
and a resolution proposing this will be 
put to the 2014 annual general meeting
d w mckeith
chairman of the audit committee
19 june 2014
significant financial reporting matters 
in the 2014 annual report continued
other areas of judgment considered by 
the committee in connection with the 2014 
annual report and accounts were as follows
 — valuation of acquired intangibles as part 
of its consideration of vado acquisition 
accounting the committee reviewed 
management’s assessment of vado’s 
intangible assets due to the technical 
complexity of this area the committee 
attended a training session which was 
provided by the external auditor to assist 
it with its review the committee agreed 
with management’s recommendation to 
recognise an intangible asset in respect of 
the vado trade name together with the 
valuation of that asset at £54m and its 
useful life of 15 years
 — potential impairment of johnson tiles 
south africa tangible fixed assets the 
committee reviewed management’s paper 
which considered whether a trigger for an 
impairment review was in evidence having 
reflected on the paper and consulted with 
the external auditor the committee was 
satisfied that no impairment trigger was 
present and consequently an impairment 
review was not required
 — recoverability of assets held in respect 
of the surplus tunstall properties 
management had engaged an external 
surveyor to value the surplus tunstall 
properties and based on this assessment 
determined that no impairment was 
required at this time the committee 
considered this report and agreed with 
management
 — deferred taxation the committee reviewed 
a paper from management proposing full 
recognition of the company’s deferred tax 
assets in respect of capital allowances and 
trading losses the committee challenged 
the assumptions concerning the time period 
over which the assets would be utilised and 
being satisfied with the responses agreed 
with management’s recommendation to 
move to a full recognition basis
 — classification of assets heldforsale 
given the disposal of the company’s 
australian tiles business which completed on 
30 may 2014 the committee considered 
whether this business segment should be 
presented as discontinued in the company’s 
annual report after consulting with the 
external auditor the committee agreed 
with management that the australian tiles 
business should be shown as heldforsale at 
the balance sheet date and that comparative 
financial information where required should 
be restated to reflect this classification
internal controls and internal audit
the committee undertakes a review 
at least annually of the effectiveness of 
the company’s system of internal controls 
and the board will take into account the 
committee’s report conclusions and 
recommendations in this regard
the significant risks facing the company 
together with the actions taken to mitigate 
them are highlighted on pages 22 to 25 of 
the strategic report lowerlevel risks are 
discussed at monthly divisional management 
meetings and highlighted to the board 
as appropriate
the company operates a robust 
monthly financial reporting and forecasting 
process and an annual budgeting cycle this 
incorporates several levels of management 
review to provide assurance that the data is 
reconciled to the underlying records and 
each month’s performance and the annual 
budget is ultimately approved by the board
transactionlevel financial reporting 
risks are identified and managed by each 
business within the group completing an 
annual selfassessment questionnaire the 
responses to which are considered during 
the internal controls reviews to bolster this 
a new management representation process 
was put in place during the year requiring 
each division to confirm that all known 
material facts have been appropriately 
communicated to the executive directors
although there is no dedicated groupwide 
internal audit resource internal control 
work is performed by members of the 
group finance function who are appropriately 
qualified to undertake this type of work 
additionally due to the particular risks 
faced by the group’s retail and satellite 
manufacturing operations in south africa 
the group employs a dedicated internal 
auditor focused on those risks the work 
undertaken principally involves performing 
a cycle of tile africa store audits to ensure 
standard operating procedures are being 
followed and conducting internal controls 
reviews of other satellite facilities in southern 
africa operated by the group
at its meeting in march the committee 
considered whether there was a need 
to have a dedicated groupwide internal 
audit function and concluded that due to 
the size and nature of the company there 
is no requirement at the present time 
the strategy for reviewing internal controls 
is discussed with the external auditor and 
agreed with the committee findings from 
the internal control reviews together with 
any recommendations from the external 
auditor are considered by the committee 
with improvements and weaknesses 
highlighted being followed up as 
4nxrar14middlesmmrindd   8 24062014   102832 36  norcros plc annual report and accounts 2014
nominations committee report
the committee evaluates the balance 
of skills knowledge diversity and 
experience of the board
the nominations committee and the board 
seek to maintain an appropriate balance 
between the executive and nonexecutive 
directors the nominations committee is 
chaired by the chairman and consists of all 
the nonexecutive directors the chairman 
will not chair the committee when it deals 
with the appointment of a successor to 
the chairmanship
the terms of reference of the committee 
are available for inspection upon written 
request to the company and on its website 
at wwwnorcroscom
the nominations committee evaluates 
the balance of skills knowledge diversity 
and experience of the board in light of 
this evaluation and if deemed necessary it 
determines the scope of the role of a new 
director the skills and time commitment 
required and makes recommendations to 
the board about filling board vacancies 
and appointing additional directors the 
committee utilises external search and 
selection consultants as appropriate the 
search for board candidates will continue to 
be conducted and appointments made on 
the basis of merit and the most appropriate 
experience against objective criteria in the 
best interests of shareholders in selecting 
candidates due regard will be given to the 
balance of the board and to the benefits of 
different backgrounds and experience and 
to diversity on the board including gender
if a new director is selected the 
nominations committee will use the 
appropriate selection process in the 
case of the appointment of david mckeith 
during the year under review he was 
selected as a nonexecutive director 
from a number of candidates
m g towers
chairman of the nominations committee
19 june 2014
role of the nominations 
committee
the main responsibilities of the 
nominations committee are
 — evaluating the balance of skills 
knowledge diversity and 
experience of the board and
 — determining the scope of the 
role of a new director the skills 
and time commitment required 
and makes recommendations 
to the board about filling board 
vacancies and appointing 
additional directors
martin towers
nominations committee chairman
4nxrar14middlesmmrindd   9 24062014   102834   37 norcros plc annual report and accounts 2014
overview strategic report corporate governance group accounts parent company accounts
the committee is focused on ensuring the group’s 
remuneration policy is closely aligned with shareholders’ 
interests while also enabling us to attract retain and 
motivate our executive leadership
year in review
as highlighted by the board chairman 
and group chief executive in their annual 
reviews on pages 2 to 5 norcros continues 
to perform strongly particular highlights 
include
 — revenue growth of 92 166 on 
constant currency basis to £2187m
 — underlying operating profit up 255 
to £161m
 — strong performance of the vado business 
in its first year of norcros ownership 
revenue up 165
 — continued progress with the south african 
business like for like constant currency 
revenue up 118
 — disposal of the australian business in line 
with group strategy and
 — continued progress on legacy pension 
and property issues
this strong inyear performance delivered 
underlying operating profit in excess of 
the ontarget performance level set by 
the committee at the start of the year for 
the annual bonus which resulted in annual 
bonuses of 54 of base salary being paid 
to executive directors for the year to 
31 march 2014 this will be delivered half in 
cash and half in the form of nilcost options 
under the 2011 deferred bonus plan
the group has also exceeded its targets 
for aggregate underlying earnings per share 
eps over the period from 1 april 2011 to 
31 march 2014 as a result 100 of the 
apsp awards granted in 2011 will vest on 
31 august 2014 the committee considers 
this outcome to appropriately reflect the 
group’s very strong performance over 
the period
remuneration committee annual statement
annual statement
dear shareholders 
i am pleased to present the directors’ remuneration report 
for the year to 31 march 2014 
in line with the new reporting regulations this report is split into 
three parts 
 — this annual statement
 — a policy report which presents the group’s forwardlooking 
directors’ remuneration policy and
 — an annual report on remuneration which details how 
our remuneration policy was implemented during the year 
to 31 march 2014 and how we intend to apply the policy 
in the year to 31 march 2015
the policy report will be put to a binding shareholder vote at the 
2014 agm while the annual report on remuneration is subject 
to an advisory vote the remuneration committee hopes you 
find the new layout to be clear and transparent and that we can 
count on your support at the agm 
the committee’s overall approach to executive remuneration 
remains unchanged we are focused on ensuring the group’s 
remuneration policy is closely aligned with shareholders’ 
interests while also enabling us to attract retain and motivate 
our executive leadership we do this with a simple remuneration 
structure comprising base salary and benefits an annual bonus 
and a single longterm incentive targets for these two incentive 
plans are set at challenging levels and provide a clear link 
between pay and our strategic objectives
ahead of the detail in the balance of this report i would like to 
outline key highlights of the committee’s activities in respect of 
the year to 31 march 2014 and in setting our remuneration policy 
going forward
jo hallas
remuneration committee chairman
4nxrar14middlesmmrindd   10 24062014   102835 38  norcros plc annual report and accounts 2014
remuneration committee annual statement continued
executive director remuneration review
since july 2010 when the current group 
chief executive was appointed norcros has 
made substantial progress on several fronts 
all of which have contributed to the group’s 
market capitalisation increasing from c £45m 
to c £120m over the period key 
achievements include
 — five consecutive years of revenue growth 
£1617m in 2010 £2187m in 2014 
and underlying operating profit growth 
£78m in 2010 £161m in 2014 from 
continuing operations
 — return to the dividend list in november 2010 
and progressive policy maintained since
 — full review of group strategy with 
establishment of clear strategic goals
 — acquisition of vado which is already 
proving to be significantly earnings 
enhancing
 — return to profitability of south african 
operations and uk tiles business
 — substantial progress in resolving surplus 
legacy leasehold properties generating 
annual cash savings of £41m
 — closure to future accrual of final salary 
scheme and progress in reducing pension 
liabilities and limiting riskvolatility and
 — broadening of the shareholder base 
across bluechip and longonly funds 
through the placing of the lifestyle 
299 stake
these and other actions have contributed 
to the substantial growth in the group’s 
market value and the significant tsr 
outperformance of the ftse allshare 
construction  materials index over 
the last five years see page 48 
recognising this the committee recently 
undertook a review of executive director 
remuneration this concluded that our 
executive director base pay levels were 
very materially below market rates for 
comparable roles at ftselisted companies 
of similar sector and size by market cap 
and revenue whereas levels of pension 
and car allowance were above market 
norms the committee therefore consulted 
shareholders on the following changes to 
executive director remuneration to apply 
with effect from 1 april 2014
 — rebalance fixed pay by
  a  increasing base salaries 
to market median and
  b  decreasing employer pension 
contributions and car allowances to 
bring them in line with market norms
 — introduce a postvesting holding period 
on future apsp awards
 — introduce executive shareholding 
requirement of 100 of salary and
 — accrue dividends over the vesting period 
on deferred bonus and apsp awards 
subject to shareholder approval of a 
change to the apsp and dbp plan rules 
by separate resolutions at the agm
the significant majority of shareholders 
consulted were supportive of these 
changes and so we have included them 
in the remuneration policy set out on 
pages 39 to 43 of this report for shareholder 
approval the committee believes these 
changes will help more closely align executive 
pay with shareholders’ best interests by 
shifting the balance of the package from 
fixed to variable pay and extending the 
time horizons for norcros incentives
in addition the board chairman’s fee was 
also reviewed for the first time since 2007 
following a similar approach to the executive 
director remuneration review market rates 
for comparable roles were considered it 
was concluded that the board chairman’s 
fees were significantly below market and 
so the committee excluding the board 
chairman recommended increasing 
the fee to £95000 
the committee believes that these 
decisions will ensure the directors’ 
remuneration policy being put to a 
binding vote at the 2014 agm will with 
best intentions remain fit for purpose 
over its threeyear life
on behalf of the board i would like to thank 
shareholders for their continued support
j c hallas
chairman of the remuneration committee
19 june 2014
remuneration disclosure
this directors’ remuneration report 
has been prepared in accordance 
with the provisions of the companies 
act 2006 and schedule 8 of the 
large and mediumsized companies 
and groups accounts and reports 
amendment regulations 2013 the 
report meets the requirements of the 
uk listing authority’s listing rules 
and the disclosure and transparency 
rules in this report we describe how 
the principles of good governance 
relating to directors’ remuneration as 
set out in the uk corporate governance 
code the code are applied in practice 
the remuneration committee 
confirms that throughout the financial 
year the group has complied with 
these governance rules and best 
practice provisions
4nxrar14middlesmmrindd   11 24062014   102835   39 norcros plc annual report and accounts 2014
overview strategic report corporate governance group accounts parent company accounts
directors’ remuneration policy
this section of the report sets out the remuneration policy for executive directors and nonexecutive directors and will be subject to a 
binding vote at the 2014 agm the committee intends that the policy will come into effect on 23 july 2014 immediately after the 2014 agm
executive director remuneration policy table
this policy has been designed to support the principal objective of enabling the group to attract motivate and retain the people it needs 
to maximise the value of the business 
component and objective operation opportunity performance measures
base salary
to enable the group to attract 
motivate and retain the people 
it needs to maximise the value 
of the business
generally reviewed each year with 
increases effective 1 april with 
reference to salary levels at other 
ftse companies of broadly similar 
size or sector to norcros
the committee also considers the 
salary increases applying across the 
rest of the uk business when 
determining increases for executive 
directors
base salary increases are applied 
in line with the outcome of the 
annual review
salaries in respect of the year under 
review and for the following year are 
disclosed in the annual report on 
remuneration
salary increases for executive directors 
will normally not exceed those of the 
wider workforce over the period this 
policy will apply where increases 
are awarded in excess of the wider 
employee population for example 
if there is a material change in the 
responsibility size or complexity of 
the role the committee will provide 
the rationale in the relevant year’s 
annual report on remuneration
na
pension
to provide a level of retirement 
benefit that is competitive in 
the relevant market 
executive directors receive pension 
contributions either as a direct 
payment or a cash allowance
base salary is the only element of 
remuneration that is pensionable
maximum of 15 of base salary na
benefits
provision of benefits in line 
with the market
executive directors are provided with 
a company car or a cash allowance 
in lieu thereof and medical insurance 
other benefits may be introduced 
from time to time to ensure the 
benefits package is appropriately 
competitive and reflects the needs 
and circumstances of the group 
and individual executive director
benefits may vary by role and the 
level is determined each year to be 
appropriate for the role and 
circumstances of each individual 
executive director
it is not anticipated that the current 
cost of benefits as set out in the 
annual report on remuneration 
would increase materially over the 
period for which this policy will apply
the committee retains the discretion 
to approve a higher cost in exceptional 
circumstances eg relocation expenses 
or an expatriation allowance on 
recruitment etc or in circumstances 
where factors outside the company’s 
control have changed materially eg 
market increases in insurance costs
na
annual bonus and 
deferred bonus plan dbp
to focus executive directors on 
achieving demanding annual targets 
relating to group performance and 
encourage retention
performance targets are set at the 
start of the year and aligned with 
the annual budget agreed by the 
board at the end of the year the 
committee determines the extent 
to which these targets have 
been achieved 
50 of the total bonus payment is 
paid in cash and 50 is converted 
into nilcost options over norcros 
shares under the 2011 deferred 
bonus plan dbp these options are 
exercisable after three years subject 
to continued employment and malus 
in whole or in part during the deferral 
period in the event of a material 
misstatement in accounting 
records or gross misconduct
a payment equivalent to the dividends 
that would have accrued on deferred 
bonus awards that vest will be made 
to participants on vesting
maximum opportunity
100 of base salary
target opportunity
50 of base salary
for threshold performance the 
bonus payout is 25 of maximum
the bonus will be based primarily 
on the achievement of financial 
performance targets and may from 
time to time as considered appropriate 
by the committee include nonfinancial 
performance measures the weighting 
of which if any will be capped at 
20 of the total opportunity
the primary measure is group 
underlying operating profit although 
the committee may in its discretion 
and from time to time supplement 
operating profit with additional 
financial measures that reflect the 
strategic priorities for norcros for 
the financial year 
the committee has discretion to 
adjust the formulaic bonus outcomes 
including down to zero within the 
limits of the scheme to ensure 
alignment of pay with performance
further details including targets 
attached to the bonus for the year 
under review are given on page 45 of 
the annual report on remuneration
directors’ remuneration policy report
4nxrar14middlesmmrindd   12 24062014   102835 40  norcros plc annual report and accounts 2014
component and objective operation opportunity performance measures
approved performance 
share plan apsp
to incentivise executive directors 
to deliver longterm performance 
by aligning their performance 
with shareholders’ interests
apsp awards comprise annual 
conditional awards of nilcost 
options following the announcement 
of the group’s final results
awards normally vest after three 
years subject to the achievement 
of a performance condition and 
continued employment with the 
group until the vesting date
to the extent an award vests 
executive directors will be required 
to hold net vested shares for an 
additional holding period of one 
year for 2014 apsp awards 
and two years for future awards 
a payment equivalent to the 
dividends that would have accrued 
on apsp awards that vest will be 
made to participants on vesting
apsp awards are also subject 
to malus over the vesting period 
and clawback over the holding 
period in both cases in whole or 
in part in the event of a material 
misstatement in accounting 
records or gross misconduct
maximum opportunity
100 of base salary
in exceptional circumstances such 
as to facilitate the recruitment of an 
external hire the committee may 
in its absolute discretion exceed this 
maximum annual opportunity up to 
150 of salary
threshold performance results 
in 25 vesting
details of actual apsp awards in 
respect of each year will be disclosed 
in the annual report on remuneration
vesting of apsp awards is dependent 
upon the group’s earnings per 
share eps performance over 
a threeyear period
at the start of each cycle the 
committee will determine the 
targets that will apply to an award
if the performance targets are not 
met at end of the performance 
period awards will lapse
the committee has discretion to 
adjust the formulaic apsp outcomes 
within the limits of the scheme if 
certain relevant events take place 
eg a capital restructuring a material 
acquisitiondivestment etc with 
any such adjustment to result in the 
revised targets being no more or 
less challenging to achieve 
the committee will consult major 
shareholders on changes to the apsp 
although retains discretion to make 
nonsignificant changes to the 
performance measure without 
reverting to a full shareholder vote
further details including the targets 
attached to the apsp in respect of 
each year are disclosed in the 
annual report on remuneration
saye
to encourage the ownership 
of norcros plc shares
an hmrc approved scheme where 
employees including executive 
directors may save up to the 
individual monthly limit set by 
hmrc from time to time over three 
years options granted at a discount 
of up to 20
savings capped at the individual 
monthly limit set by hmrc 
from time to time 
na
shareholding requirements
to align executive director and 
shareholder interests and reinforce 
longterm decisionmaking
executive directors are required 
to retain at least 50 of any dbp 
or apsp awards that vest net of tax 
until they have built up a personal 
holding of norcros plc shares worth 
100 of salary
only shares that are held beneficially 
count in the assessment of whether 
an executive director has met the 
required ownership level
na na
notes to the policy table
payments from previous awards
the group will honour any commitment 
entered into and executive directors will be 
eligible to receive payment from any award 
made prior to the approval and implementation 
of the remuneration policy detailed in this 
report ie before 23 july 2014 details of 
these awards are and will be disclosed in 
the annual report on remuneration
performance measure selection 
and approach to target setting
the use of group underlying operating 
profit in the annual bonus directly reinforces 
our mediumterm growthoriented strategy 
see page 7 of the annual report for further 
details for the apsp the committee 
considers that eps is a transparent 
objective and effective measure of 
performance which is in the longterm 
interests of all of our shareholders
targets applying to the bonus and apsp are 
reviewed annually based on a number of 
internal and external reference points bonus 
targets are aligned with the annual budget 
agreed by the board annual bonus targets are 
considered to be commercially sensitive but 
will be disclosed retrospectively in next year’s 
annual report on remuneration apsp targets 
reflect industry context expectations of what 
will constitute appropriately challenging 
performance levels and factors specific to the 
group the committee will determine the 
apsp targets at the time awards are made and 
these targets along with other relevant details 
of the grant will be disclosed in next year’s 
annual report on remuneration
differences from remuneration policy 
for other employees
the remuneration policy for other employees 
is based on broadly consistent principles 
as described above annual salary reviews 
across the group take into account group 
performance local pay and market conditions 
and salary levels for similar roles in 
comparable companies
executives and senior managers are eligible 
to participate in annual bonus schemes 
opportunities and performance measures vary 
by organisational level geographical region 
and an individual’s role other members of 
the group senior leadership team participate 
in the apsp on similar terms as the executive 
directors although award sizes may vary by 
organisational level all uk employees are 
eligible to participate in the group’s saye 
scheme on identical terms
directors’ remuneration policy report continued
4nxrar14middlesmmrindd   13 24062014   102835   41 norcros plc annual report and accounts 2014
overview strategic report corporate governance group accounts parent company accounts
performance scenario charts
the graphs opposite provide 
estimates of the potential future reward 
opportunity for executive directors 
and the potential mix between the 
different elements of remuneration 
under three different performance 
scenarios “minimum” “ontarget” 
and “maximum”
potential opportunities illustrated above are based on the policy applied to the base salary at 1 april 2014 for the annual bonus the amounts 
illustrated are those potentially receivable in respect of performance for the year to 31 march 2015 it should be noted that any bonus 
deferred into the dbp and apsp awards do not normally vest until the third anniversary of the date of grant this illustration is intended to 
illustrate the relationship between executive pay and performance the values of the dbp and apsp assume no increase in the underlying 
value of the shares and actual pay delivered will further be influenced by changes in factors such as the group’s share price and the 
value of dividends paid
valuation assumptions
the “minimum” scenario reflects base salary pension and benefits ie fixed remuneration being the only elements of the executive 
directors’ remuneration package not linked to performance
the “ontarget” scenario reflects fixed remuneration as above plus target bonus payout 50 of salary and apsp threshold vesting 
at 25 of the maximum award level
the “maximum” scenario reflects fixed remuneration plus full payout under all incentives 100 of salary under each of the annual bonus 
and apsp
approach to executive director recruitment remuneration
external appointment
in cases of hiring or appointing a new executive director from outside the group the remuneration committee may make use 
of all existing components of remuneration as follows
component policy
base salary the base salaries of new appointees will be determined by reference to relevant market data experience and skills 
of the individual internal relativities and the current salary of the incumbent in the role
where a new appointee has an initial base salary set below market the committee may make phased increases over 
a period of three years subject to the individual’s development and performance in the role
benefits as set out in the policy table benefits may include but are not limited to the provision of a company car or car 
allowance medical insurance and any necessary expatriation allowances or expenses relating to an executive’s 
relocation
pension new appointees will receive pension contributions into a defined contribution pension arrangement or an equivalent 
cash supplement or a combination of both the maximum employer contribution will be 15 of salary on the same 
terms as other executive directors
saye new appointees will be eligible to participate on identical terms to all other employees
annual bonus the bonus structure described in the policy table will apply to new appointees the maximum opportunity will 
be 100 of salary prorated in the year of joining to reflect the proportion of that year employed performance 
measures may include strategic and operational objectives tailored to the individual in the financial year of joining
50 of any bonus earned will be deferred into the dbp on the same terms as other executive directors
apsp new appointees will be granted annual awards under the apsp on the same terms as other executive directors 
as described in the policy table
in determining the appropriate remuneration structure and level for the appointee the remuneration committee will take into consideration 
all relevant factors to ensure that arrangements are in the best interests of our shareholders it is not the intention of the committee that a cash 
payment such as a ‘golden hello’ would be offered however the committee may make an award in respect of a new appointment to ‘buy out’ 
incentive arrangements forfeited on leaving a previous employer over and above the approach and award limits outlined in the table above 
any such award will be made under existing incentive structures where appropriate and will be subject to the normal performance conditions of 
those incentives the committee may also consider it appropriate to make “buy out” awards under a different structure using the relevant listing 
rule where necessary to replicate the structure of forfeited awards any “buy out” award however this is delivered would have a fair value no 
higher than that of the awards forfeited taking into account relevant factors including performance conditions the likelihood of those conditions 
being met and the proportion of the vesting period remaining details of any such award will be disclosed in the first annual report on 
remuneration following its grant
100
13
£400k minimum
26 61 £653k ontarget
31 38 31 £1071k maximum
group chief executive
100
13
£271k minimum
26 61 £441k ontarget
31 38 31 £722k maximum
group finance director
annual bonus fixed pay apsp total
4nxrar14middlesmmrindd   14 24062014   102835 42  norcros plc annual report and accounts 2014
directors’ remuneration policy report continued
approach to executive director 
recruitment remuneration continued
internal promotion to the board
in cases of appointing a new executive 
director by way of internal promotion the 
policy will be consistent with that for external 
appointees detailed above where an individual 
has contractual commitments made prior 
to their promotion to the board and it is 
agreed that a commitment is to continue 
the group will continue to honour these 
arrangements even if there are instances 
where they would not otherwise be consistent 
with the prevailing executive director 
remuneration policy at the time of promotion
service contracts and policy for payment 
for loss of office
executive directors have signed rolling 
contracts terminable on 12 months’ notice 
by either the group or the director the 
group entered into a contract with nick 
kelsall on 1 april 2011 and with martin 
payne on 18 march 2011 copies of these 
contracts are available to view at the 
group’s registered office
the committee’s policy for directors’ 
termination payments is to provide only 
what would normally be due to directors 
had they remained in employment in 
respect of the relevant notice period and 
not to go beyond their normal contractual 
entitlements any incentive arrangements 
will be dealt with subject to the relevant 
rules with any discretion exercised by the 
committee on a case by case basis taking 
into account the circumstances of the 
termination termination payments will also 
take into account any statutory entitlement 
at the appropriate level to be considered 
by the committee on the same basis 
the committee will monitor and where 
appropriate enforce the directors’ duty to 
mitigate loss when the committee believes 
that it is essential to protect the group’s 
interests additional arrangements may be 
entered into for example posttermination 
protections above and beyond those in the 
contract of employment on appropriate terms 
under the current service contract for 
each of nick kelsall and martin payne the 
company has the discretion to terminate 
the employment lawfully without any notice 
by paying to the director a sum equal to but 
no more than the salary and other contractual 
benefits of the director the payment 
would be in respect of that part of the 
period of notice which the director has not 
worked less any appropriate tax and other 
statutory deductions the director would be 
entitled to any holiday pay which may 
otherwise have accrued in what would have 
been the notice period the company may 
pay any sums due under these pay in lieu of 
notice provisions as one lump sum or in 
instalments of what would have been the 
notice period if the company elects to pay 
in instalments the director is under an 
express contractual duty to mitigate his losses 
and to disclose any thirdparty income he has 
received or is due to receive the company 
reserves the right to reduce the amount of 
the instalments by the amount of such income 
the committee would expect to include 
similar pay in lieu of notice provisions in any 
future executive director’s service contract 
these pay in lieu of notice provisions can also 
be activated by the director if they exercise 
their contractual right to terminate their 
employment upon a change of control of the 
company or a transfer of their employment 
to an acquirer of the company’s business 
the committee would not envisage 
including a similar right to terminate in any 
future executive director’s service contract
also under their service contracts if the 
director’s employment is terminated for 
whatever reason he agrees that he is not 
entitled to any damages or compensation 
to recompense him for the loss or diminution 
in value of any actual or prospective rights 
benefits or expectations under or in relation 
to the apsp dbp saye plan or the annual 
discretionary bonus scheme this is without 
prejudice to any of the rights benefits 
or entitlements which may have accrued 
to the director under such arrangements 
at the termination of employment 
the table below summarises how awards 
under the annual bonus dbp and apsp are 
typically treated in specific circumstances 
with the final treatment remaining subject 
to the committee’s discretion
reason for cessation calculation of vestingpayment timing of vesting
annual bonus
voluntary resignation or summary 
dismissal
no bonus paid na
all other circumstances bonuses are paid only to the extent that the associated objectives as set at the 
beginning of the plan year are met any such bonus would normally be paid on a 
prorata basis taking account of the period actually worked
at the normal vesting date 
unless the committee in 
its absolute discretion 
determines that awards 
should vest on cessation 
of employment
dbp
summary dismissal awards lapse na
injury illness disability death 
retirement with the agreement of 
the group redundancy or employing 
company leaving group
unvested awards vest at the normal vesting date 
unless the committee in 
its absolute discretion 
determines that awards 
should vest on cessation 
of employment
voluntary resignation or other 
reason not stated above
unvested awards lapse unless the committee in its absolute discretion determines 
that an award should vest 
if the committee 
determines that an award 
should vest then awards 
will vest on their normal 
vesting date unless the 
committee in its absolute 
discretion determines 
that awards should vest 
on cessation 
of employment
4nxrar14middlesmmrindd   15 24062014   102835   43 norcros plc annual report and accounts 2014
overview strategic report corporate governance group accounts parent company accounts
reason for cessation calculation of vestingpayment timing of vesting
change of control unvested awards will be prorated for the portion of the vesting period elapsed 
on change of control unless the committee in its absolute discretion determines 
otherwise awards may alternatively be exchanged for new equivalent awards in the 
acquirer where appropriate
on change of control
apsp
summary dismissal awards lapse na
voluntary resignation injury 
retirement with the agreement of 
the group redundancy or other 
reason that committee determines 
in its absolute discretion
unapproved option awards lapse unless the committee in its absolute discretion 
determines that awards should vest subject to being prorated for time and 
performance to the date of cessation of employment approved option awards lapse 
except in the case of retirement with the agreement of the employer when awards 
will vest subject to prorating as stated above
on cessation of 
employment unless 
the committee in its 
absolute discretion 
determines otherwise
death unapproved option awards vest in full but may be subject to the application of the 
performance conditions attached to them approved option awards are prorated for 
time and performance to that date
immediately
change of control awards vest subject to being prorated for time and performance to the date of cessation 
of employment unless the committee determines otherwise awards may alternatively 
be exchanged for new equivalent awards in the acquirer where appropriate
on change of control
external appointments 
executive directors are permitted to take 
up nonexecutive positions on the boards 
of other companies subject to the prior 
approval of the board the executive 
director may retain any fees payable in 
relation to such appointment details of 
external appointments and the associated 
fees received are included in the annual 
report on remuneration
consideration of employment conditions 
elsewhere in the group
the group seeks to promote and maintain 
good relations with employees and where 
relevant their representative bodies as part 
of its broader employee engagement strategy 
the committee is mindful of salary increases 
applying across the rest of the business in 
relevant markets when considering salaries 
for executive directors but does not currently 
consult with employees specifically on 
executive remuneration policy and framework
consideration of shareholder views 
the committee considers shareholder 
views received during the year and at the 
annual general meeting each year as well 
as guidance from shareholder representative 
bodies more broadly in shaping remuneration 
policy the vast majority of shareholders 
continue to express support of remuneration 
arrangements at norcros the committee 
keeps the remuneration policy under regular 
review to ensure it continues to reinforce 
the group’s longterm strategy and aligns 
executive directors with shareholders’ 
interests we will consult shareholders 
before making any significant changes 
to our remuneration policy
it is the policy of the board of directors that nonexecutive directors are not eligible to participate in any of the group’s bonus longterm 
incentive or pension schemes details of the policy on fees paid to our nonexecutive directors are set out in the table below
component and objective operation opportunity performance measures
fees
to attract and retain nonexecutive 
directors of the highest calibre with 
broad commercial experience 
relevant to the group
the fee paid to the chairman is determined by 
the committee excluding the chairman the 
fees paid to the other nonexecutive directors 
are determined by the chairman and the 
executive directors
fee levels are reviewed periodically with any 
adjustments effective 1 april fees are reviewed by 
taking into account external advice on best practice 
and fee levels at other ftse companies of broadly 
similar size and sector to norcros time 
commitment and responsibility are also taken 
into account when reviewing fees
additional fees are payable for acting as chairman 
of the audit and remuneration committees
aggregate fees are limited to 
£350000 pa by the group’s 
articles of association
fee increases will be applied 
taking into account the outcome 
of the review
the fees paid to nonexecutive 
directors in respect of the year 
under review and for the following 
year are disclosed in the annual 
report on remuneration
na
approach to nonexecutive director recruitment remuneration
in recruiting a new nonexecutive director the remuneration committee will use the policy as set out in the table above a base fee 
in line with the prevailing fee schedule would be payable for serving as a director of the board with additional fees payable for acting 
as chairman of the audit or remuneration committees
nonexecutive director remuneration policy
nonexecutive directors including the chairman have letters of 
appointment which specify an initial term of at least three years 
although these contracts may be terminated at one month’s notice 
by either the company or director in line with the uk corporate 
governance code guidelines all directors are subject to reelection 
annually at the agm
details of terms and notice periods for nonexecutive directors are 
summarised below
nonexecutive director date of appointment notice period
martin towers 28 july 2011 1 month
jo hallas 27 september 2012 1 month
david mckeith 24 july 2013 1 month
4nxrar14middlesmmrindd   16 24062014   102835 44  norcros plc annual report and accounts 2014
annual report on remuneration
remuneration committee membership 
in the year to 31 march 2014
the remuneration committee is 
responsible for recommending to the board 
the remuneration policy for executive 
directors and the members of the group’s 
senior management and for setting the 
remuneration packages for the board 
chairman and each executive director 
the committee’s responsibilities are set 
out in its terms of reference which can 
be found on the company’s website at 
wwwnorcroscom
during the year under review the following 
directors were members of the 
remuneration committee
 — jo hallas chair
 — david mckeith and
 — martin towers
all members of the committee are 
independent they serve on the committee 
for a minimum threeyear term and a maximum 
of six years as part of an effectiveness review 
for the entire board an evaluation of the 
remuneration committee was undertaken 
in the year to 31 march 2014 we are pleased 
to report this review concluded that the 
committee has operated effectively
in addition the group chief executive and 
the group finance director were invited to 
attend committee meetings to advise on 
specific questions raised by the committee 
and on matters relating to the performance 
and remuneration of senior managers other 
than in relation to their own remuneration 
the group counsel and company secretary 
acts as secretary to the committee no 
individual was present while decisions were 
made regarding their own remuneration
the committee met six times during the 
year attendance by individual members 
at meetings is detailed on page 31
main activities of the committee during 
the year to 31 march 2014
the main activities carried out by the 
committee during the year under review were
 — reviewing and setting salary levels for 
executive directors and senior management
 — determining the annual bonus outcome 
for the year ended 31 march 2013
 — setting operating profit targets for the 
annual bonus for the year to 31 march 2014
 — calibrating eps targets for and granting 
of 2013 apsp awards
 — appointing an independent remuneration 
advisor following a comprehensive 
tender process
 — reviewing our remuneration policies in 
the context of the new reporting regime
 — benchmarking executive director package 
structure and levels and consulting with 
shareholders on the resulting proposals and
 — preparing the 2014 directors’ 
remuneration report in line with the 
new reporting regulations
advisers
the committee received ad hoc advice in 
the course of the year under review from 
deloitte llp in february 2014 following a 
competitive tendering process the company 
appointed kepler associates as the independent 
remuneration advisers to the remuneration 
committee kepler associates and deloitte 
are founding members and signatories of 
the code of conduct for remuneration 
consultants details of which can be found 
at wwwremunerationconsultantsgroupcom 
in the year to 31 march 2014 kepler associates 
and deloitte provided the following services
fees
services provided £
kepler 
associates
benchmarking 
remuneration shareholder 
consultation remuneration 
policy general support
15334
deloitte ad hoc advice prior to 
appointment of kepler 
associates
6500
kepler provides no other services to the 
company or its directors and the committee 
considers them to be independent 
annual report 
on remuneration
the following section provides 
details of how our policy was 
implemented during the year 
to 31 march 2014
summary of shareholder voting at the 2013 agm
the results of the advisory vote on the 2013 remuneration report at the 2013 agm 
are summarised below
total number
of votes
 of
votes cast
for including discretionary 457401541 9998
against 79612 002
total votes cast excluding withheld votes 457481153 1000
votes withheld 51600
total votes including withheld votes 457532753
the committee welcomes the strong support received from shareholders at the 2013 
agm for remuneration at norcros
4nxrar14middlesmmrindd   17 24062014   102835   45 norcros plc annual report and accounts 2014
overview strategic report corporate governance group accounts parent company accounts
single figure for total remuneration for executive directors audited information
the following table provides a single figure for total remuneration of the executive directors for the year to 31 march 2014 together 
with comparative figures for the year to 31 march 2013 the values of each element of remuneration are based on the actual value 
delivered where known the value of the annual bonus includes the element of bonus deferred under the deferred bonus plan
nick kelsall martin payne david hamilton
1
2014 2013 2014 2013 2014 2013
£ £ £ £ £ £
base salary 274495 266500 190035 184500 34167 102500
taxable benefits
2
30462 30597 21312 21447 8977 25638
annual bonus
3
148228 133250 102618 92250 — —
apsp
4
473518 na 327820 na — na
pension benefit
5
90263 95935 42148 44620 — —
total 1016966 526282 683933 342817 43144 128138
1 d w hamilton resigned from the board on 24 july 2013 his salary reflects his service to that date
2  taxable benefits consist of car allowance n p kelsall  £29150 pa m k payne  £20000 pa d w hamilton – 2014 £6617 2013 £19850 and private medical insurance
3  annual bonus comprises both the cash annual bonus for performance during the year and the face value of the deferred bonus element on the date of deferral the deferred 
share element 50 of the figures shown in the table above is deferred for 3 years see ‘annual bonus in respect of 2014 performance’ below for further details
4  for 2014 the apsp value reflects the estimated value of apsp awards granted in september 2011 which will vest in full on 31 august 2014 the value of awards is estimated using 
the 3month average share price to 31 march 2014 of 2231p and will be truedup to reflect the vestdate value of awards in next year’s annual report on remuneration see the 
relevant sections on page 46 for further details
5  the pension benefit provided to nick kelsall and martin payne in 2014 comprises cash in lieu n p kelsall – £72363 m k payne – £41748 and amounts related to the defined 
benefit scheme n p kelsall – £17900 m k payne – £400 in 2013 pension benefits comprised cash in lieu n p kelsall – £70255 m k payne – £13510 amounts related to the 
defined benefit scheme n p kelsall – £25680 m k payne – £360 and contributions into a personal pension plan n p kelsall – £nil m k payne – £30750 see “total pension 
entitlements” on page 46 for further details
incentive outcomes for the year to 31 march 2014 audited information
annual bonus in respect of performance in the year to 31 march 2014
the 2014 annual bonus plan was based 100 on group underlying operating profit performance for the year to 31 march 2014 based 
on the company’s performance in 2014 against targets set at the start of the year for each performance measure the committee 
has decided to make an annual bonus award of 54 of base salary to each of the group chief executive and group finance director 
further details including the profit targets set and actual performance are provided below
underlying
profit target payout 2014 bonus
£m  of max outturn  of max
maximum 175 100
stretch 169 50
target 162 50 163 54
threshold 149 25 
note that the profit target and outturn in the above table includes the group’s australian business which was disposed of after the year end 
50 of the annual bonus award of 54 of base salary for each executive director ie 27 of salary will be deferred into shares under the 
dbp this dbp award will vest on the third anniversary of grant subject to continued employment
the table below sets out the actual bonuses paid in cash and deferred shares for each executive director for the year to 31 march 2014
annual cash bonus
deferred 
share bonus
value of
 of salary £ deferred shares total
nick kelsall 27 £74114 £74114 £148228
martin payne 27 £51309 £51309 £102618
deferred bonus plan dbp 
the grant of options under the dbp in respect of the year to 31 march 2014 has not yet been made as a result of this the precise 
number of options to be granted in respect of the year to 31 march 2014 cannot yet be calculated though the proposed monetary value 
of the bonus earned is known accordingly nick kelsall and martin payne will receive a number of nil cost options calculated by dividing 
the proposed value of £74114 and £51309 respectively by the share price at the date of grant
4nxrar14middlesmmrindd   18 24062014   102835 46  norcros plc annual report and accounts 2014
incentive outcomes for the year ended 31 march 2014 audited information continued
2011 apsp awards vesting
in september 2011 apsp awards of 2122449 and 1469388 shares were granted to nick kelsall and martin payne respectively vesting 
of these awards was based on norcros’ aggregate underlying eps over the three financial years to 31 march 2014 based on performance over 
this period the committee determined that 100 of this award will vest on 31 august 2014 being the end of the threeyear vesting 
period performance targets and actual performance against these are summarised in the table below
aggregate norcros’ award vesting
performance level underlying eps  vesting performance  of apsp award
threshold 508p 25
maximum 575p 100 662p 100 
scheme interests awarded in 2014 audited information
2013 dbp
during the year under review the following dbp awards were made to the executive directors relating to the annual bonus earned 
for performance over the year to 31 march 2013
nick kelsall martin payne
basis of award 50 of earned bonus 50 of earned bonus
grant date 26 september 2013 26 september 2013
number of nilcost options granted 306322 212069
grantdate share price p 2175 2175
grantdate face value £ 66625 46125
normal vesting date 26 september 2017 26 september 2017
performance conditions none none
2013 apsp
during the year under review the following apsp awards were granted to the executive directors
nick kelsall martin payne
basis of award 100 of base salary 100 of base salary
grant date 27 september 2013 27 september 2013
number of nilcost options granted 1330885 921382
grantdate share price p 2062 2062
grantdate face value £ 274428 189989
normal vesting date 26 september 2016 26 september 2016
performance period 1 april 2013 – 31 march 2016 1 april 2013 – 31 march 2016
performance conditions threeyear aggregate underlying eps
threshold 560p 25 of element vesting
maximum 640p 100 of element vesting
straightline vesting between these points
total pension entitlements audited information
as part of their remuneration arrangements nick kelsall and martin payne are entitled to receive pension contributions from the company 
under these arrangements they can elect for those contributions to be paid in the form of taxable pension allowance or direct payments 
into a personal pension plan or the group’s uk defined contribution scheme for the year under review if a payment is made in the form 
of taxable pension allowance the amount payable is reduced to allow for employment taxes so that the total cost to the company is the 
same as it would have been if the contribution had been made directly into a pension plan this reduction ceased to apply from 1 april 2014
during the year nick kelsall elected to take taxable pension allowance of £72363 2013 £70255 with no amounts paid directly into a 
pension scheme 2013 £nil paid into a pensions scheme martin payne elected to take taxable pension allowance of £41748 2013 £13510 
with £nil paid into a personal pension plan 2013 £30750 in line with the regulations the single figure table reflects the total of these 
amounts as well as the capitalised increase in accrued pension net of inflation under the uk defined benefit scheme of which neither 
nick kelsall nor martin payne are active members martin payne’s entitlement relates to his former employment at hr johnson tiles 
limited between 1993 and 2001 details of executive directors’ retirement benefits under the group’s uk defined benefit scheme and 
taxable pension allowances are summarised in the following table
annual report on remuneration continued
4nxrar14middlesmmrindd   19 24062014   102835   47 norcros plc annual report and accounts 2014
overview strategic report corporate governance group accounts parent company accounts
total pension entitlements audited information continued
transfer value additional value pension value pension value
accrued increase in accrued of net increase of pension on in the year from in the year from
director pension pension net of cpi in the year normal early retirement db scheme cash allowance total
£ £ £ retirement date £ £ £ £
np kelsall 17296 895 26707 161221 — 17900 72363 90263
mk payne 11005 20 1838 310730 — 400 41748 42148
single figure for total remuneration for nonexecutive directors audited information
the table below sets out a single figure for the total remuneration received by each nonexecutive director for the year to 31 march 2014 
and the prior year
total fee
2014 2013
£ £
martin towers
1
80000 56667
jo hallas
2
40000 20308
david mckeith
3
27590 —
vijay aggarwal
4
7154 15000
john brown
4
12564 63333
1  martin towers was appointed chairman on 1 november 2012 prior to which he was a nonexecutive director his 2013 fee reflects his appointment to the position of chairman 
partway through the year
2 jo hallas joined the board on 27 september 2012 her 2013 fee reflects her appointment partway through the year
3 david mckeith joined the board on 24 july 2013 his 2014 fee reflects the partyear served
4  john brown retired as a nonexecutive director at the annual general meeting on 24 july 2013 and vijay aggarwal resigned as a nonexecutive director on 20 september 2013 
no compensation was paid to either nonexecutive director on their stepping down from the board
payments to past directors audited information
during the year under review no payments were made to past directors
exit payments made in the year audited information
no exit payments to directors were made during the year under review
external appointments in the year
no external appointments were held by the executive directors during the year
percentage change in ceo remuneration
the table below shows the percentage change in the ceo’s salary benefits excluding pension and annual bonus between the 2013 
and 2014 financial years compared with the percentage change in the average of each of those components of pay for all staff employed 
in continuing operations the comparison uses a per capita figure and accordingly this reflects an average across the group’s businesses 
no account is therefore taken of the impact of a substantially weaker south african rand and operational factors such as new joiners 
and leavers and the mix of employees
average of
ceo other employees
 change  change
2013–2014 2013–2014
salary 30 39
benefits 04 95
bonus 112 272
relative importance of spend on pay
the table below shows shareholder distributions ie dividends – there were no share buybacks in either year and norcros’ expenditure 
on total employee pay for the year under review and the prior year and the percentage change year on year 
2014 2013
£000 £000  change
dividends 2770 2523 98
total staff costs 44283 41209 75
4nxrar14middlesmmrindd   20 24062014   102835 48  norcros plc annual report and accounts 2014
performance graph and table
the following graph shows the fiveyear tsr performance of the company relative to the ftse allshare construction  materials index 
this comparator was chosen because the company is a constituent member of this index
total shareholder return
value of £100 invested on 31 march 2009
5000
1 april 
2009
30 march 
2010
30 march 
2011
29 march 
2012
29 march 
2013
29 march 
2014
10000
15000
20000
25000
30000
35000
40000
45000
50000
000
construction  materials
norcros plc
investment £
the table below details the chief executive’s single figure of remuneration over the same period
2010 2011 2012 2013 2014
ceo single figure of remuneration £000
incumbent j matthews j matthews n kelsall n kelsall n kelsall
total remuneration £488000 £611000 £380780 £526282 £1016966
annual bonus as a  of max opportunity 38 81 0 50 54
apsp vesting as a  of max opportunity na 0 na na 100
implementation of executive director remuneration policy for the year to 31 march 2015
as detailed in the annual statement executive directors’ total remuneration was reviewed in early 2014 by considering structure and 
levels against a comparator group comprising uk based ftse smallcap companies of comparable market capitalisation and revenues 
and ftse companies operating in similar sectors to norcros a key finding from this review was that base salaries were significantly below 
market median whereas pension contributions and car allowances were significantly above the company consulted with shareholders 
on proposed changes and there was support for the rebalancing of fixed remuneration from 1 april 2014 as described below
nick kelsall martin payne
1 april 2013 1 april 2014 percentage change 1 april 2013 1 april 2014 percentage change
base salary £000 275 335 218 190 225 184
pension £000 72 50 306 42 34 190
car allowance £000 29 15 483 20 12 400
total fixed pay £000 376 400 64 252 271 75
annual report on remuneration continued
4nxrar14middlesmmrindd   21 24062014   102836   49 norcros plc annual report and accounts 2014
overview strategic report corporate governance group accounts parent company accounts
implementation of executive director remuneration policy for the year to 31 march 2015 continued
base salary
base salaries are reviewed taking into account individual performance and competitive practice for similar roles in the company’s 
remuneration peer group the review conducted in early 2014 identified that the current executive directors’ base salaries were 
significantly below market norms and therefore the committee approved base salary increases from £275000 to £335000 for 
nick kelsall and from £190000 to £225000 for martin payne with effect from 1 april 2014
pension
executive directors’ pension contributions were reduced to 15 of salary from 30 of salary for nick kelsall and 25 of salary for martin 
payne with effect from 1 april 2014 contributions will be made either directly into a pension or as a cash allowance at the choice of 
each executive director 
car allowance
the annual car allowance was reduced from £29000 to £15000 for nick kelsall and from £20000 to £12000 for martin payne with 
effect from 1 april 2014
annual bonus
the annual bonus opportunity for executive directors will remain unchanged for the 2015 financial year with a maximum bonus entitlement 
of 100 of salary the bonus outcome for executive directors will continue to be based entirely on group underlying operating profit of any 
bonus earned 50 will be deferred into nil cost options for a further three years under the deferred bonus plan annual bonus targets are 
considered to be commercially sensitive but will be disclosed retrospectively in next year’s annual report on remuneration
apsp
the structure of apsp awards to be made in the 2015 financial year will be unchanged from 2014 except that to the extent an award 
vests vested shares will be subject to a further one year holding period awards with face values of 100 of salary will be granted to 
nick kelsall and martin payne with vesting subject to the achievement of three year aggregate underling eps targets the committee 
will determine these targets at the time awards are made and these targets along with other relevant details of this grant will be 
disclosed in next year’s annual report on remuneration
saye
executive directors will be able to participate in any saye contract offered to all employees on identical terms
implementation of nonexecutive director remuneration policy for the year to 31 march 2015
in early 2014 the committee reviewed the board chairman’s fee which has been unchanged at £80000 pa since norcros relisted in 2007 
this review identified that the board chairman’s fee was significantly below market median and the committee concluded that an increase to 
£95000 pa was appropriate the board chairman and the executive directors reviewed nonexecutive director fees at the same time and 
concluded that the current levels remained appropriate for the 2015 financial year nonexecutive director fees will be as follows
fee at fee from percentage
executive director 1 april 2013 1 april 2014 increase
board chairman £80000 £95000 188
nonexecutive director £35000 £35000 —
additional fee for chairing audit or remuneration committees £5000 £5000 —
executive director shareholdings audited information
the table below shows the shareholding of each executive director and their respective shareholding requirement as at 31 march 2014
options held
unvested 
shares owned vested but unvested and subject but not subject shareholding
outright a not exercised b to performance c to performance d guideline  salary current holding requirement met
nick kelsall 7865143 — 3837941 2211557 100 7865143 ü
martin payne 400000 — 2657036 1469388 100 400000 
value of current shareholding based on average share price over three months to 31 march 2014 of 2231p
details of the scheme interests contained in columns bd are provided in the table overleaf
4nxrar14middlesmmrindd   22 24062014   102836 50  norcros plc annual report and accounts 2014
directors’ share scheme interests audited information
share options
shares shares
date vested expiration exercised under option granted vested exercised lapsed under option
notes scheme of grant date date price 1 april 2013 in 2014 in 2014 in 2014 in 2014 31 march 2014
nick kelsall a dbp 260913 260916 260923 — — 306322 — — — 306322
total — 306322 — — — 306322
bc apsp 010911 010914 — 2122449 — — — — 2122449
c 221012 221015 — 2507056 — — — — 2507056
c 270913 270916 — — 1330885 — — — 1330885
total 4629505 1330885 — — — 5960390
saye 231211 010315 310815 101p 89108 — — — — 89108
total 89108 — — — — 89108
martin payne a dbp 260913 260916 260923 — — 212069 — — — 212069
total — 212069 — — — 212069
bc apsp 010911 010914 — 1469388 — — — — 1469388
c 221012 221015 — 1735654 — — — — 1735654
c 270913 270916 — — 921382 — — — 921382
total 3205042 921382 — — — 4126424
a outstanding deferred bonus plan dbp awards are subject to the terms set out on page 42
b  on 12 june 2014 the committee determined that 100 of the 2011 apsp award should vest in accordance with the performance condition based on the company’s eps 
performance as described on page 46
c outstanding apsp awards are subject to the following threeyear aggregate eps targets
threeyear aggregate eps targets
performance  vesting 221012 award 260913 award
threshold 25 539p 560p
maximum 100 639p 640p
shareholder dilution
the group’s share incentive plans operate in line with the abi principles which require that commitments under all share schemes 
satisfied by newly issued shares must not exceed 10 of the issued share capital in any rolling tenyear period of which up to 5 may be 
used to satisfy options under executive share schemes the group’s position against the dilution limits at 31 march 2014 was 55 for the 
all share schemes limit and 39 for executive schemes
statement of directors’ shareholding and share interests audited information
31 march 2013 31 march 2014
director ordinary shares ordinary shares
n p kelsall 7865143 7865143
m k payne 300000 400000
m g towers 713635 843635
j c hallas — 200000
d w mckeith na 150000
this report was approved by the board of directors on 19 june 2014 and signed on its behalf by
jo hallas
chairman of the remuneration committee 
annual report on remuneration continued
4nxrar14middlesmmrindd   23 24062014   102836   51 norcros plc annual report and accounts 2014
overview strategic report corporate governance group accounts parent company accounts
directors’ report
the directors present their annual 
report and the audited consolidated 
financial statements for the year ended 
31 march 2014
principal activities 
the company acts as a holding company 
for the norcros group the company’s 
registered number is 3691883 and the 
company is registered and domiciled 
in england
the group’s principal activities are the 
development manufacture and marketing 
of home consumer products in the uk and 
south africa 
results and dividends
the information that fulfils the requirements 
of the business review which is incorporated 
in the directors’ report by reference including 
the review of the group’s business and future 
prospects is included in the chairman’s 
statement group chief executive’s review 
and the strategic report on pages 2 to 27 
key performance indicators are shown 
on page 21
the directors recommend a final dividend 
for the year ended 31 march 2014 of 0340p 
2013 0305p this follows the decision to 
pay an interim dividend earlier in the year 
of 0170p 2013 0155p
directors’ and officers’ liability insurance 
and indemnities
the company purchases liability insurance 
cover for directors and officers of the 
company which gives appropriate cover for 
any legal action brought against them the 
company also provides an indemnity for its 
directors to the extent permitted by the law 
in respect of liabilities which could occur as a 
result of their office this indemnity does not 
provide cover should a director be proven 
to have acted fraudulently or dishonestly
purchase of own shares
in 2007 the company formed the norcros 
employee benefit trust the “trust” the 
purpose of the trust is to meet part of the 
company’s liabilities under the company’s 
share schemes the trust purchased no 
ordinary shares during the year 2013 nil 
at the company’s 2013 annual general 
meeting the shareholders authorised the 
company to make market purchases of up 
to 58348858 ordinary shares at the 
forthcoming annual general meeting 
shareholders will be asked to renew the 
authority to purchase its own shares for 
another year details are contained in the 
notice of meeting
employees
the necessity for and importance of good 
relations with all employees is well 
recognised and accepted throughout the 
group however because the group’s 
activities are organised on a decentralised 
basis with each operating business having 
autonomy over its operations there is no 
uniform set of arrangements for employee 
involvement imposed throughout the 
group nevertheless all group companies 
are strongly encouraged to devise and 
adopt whatever means of employee 
consultation best suit their circumstances
the group is fully committed to keeping its 
employees informed about their work unit 
and the wider business
the group recognises its responsibilities 
towards disabled persons and therefore 
all applications from such persons are fully 
and fairly considered bearing in mind the 
respective aptitudes and abilities of the 
applicant in the event of existing employees 
becoming disabled every effort is made to 
ensure that their employment with the group 
continues and that appropriate training is 
arranged it is the policy of the group that the 
training career development and promotion 
of disabled persons should as far as possible 
be identical to that of an ablebodied person
directors
biographical details of the present directors are set out on pages 28 and 29 the directors who served during the year and to the date 
of this report are set out below 
director role
martin towers chairman
john brown nonexecutive director resigned 24 july 2013
jo hallas nonexecutive director 
vijay aggarwal nonexecutive director resigned 20 september 2013
girija patnaik alternate nonexecutive director to vijay aggarwal resigned 31 august 2013
david mckeith nonexecutive director appointed 24 july 2013
nick kelsall group chief executive
martin payne group finance director
david hamilton director resigned 24 july 2013
the interests of the directors in the shares of the company at 31 march 2014 and 31 march 2013 are shown on page 50
4nxrar14middlesmmrindd   24 24062014   102836 52  norcros plc annual report and accounts 2014
directors’ report continued
substantial shareholding
as at 16 june 2014 the company had received notification that the following were interested in 3 or more of the company’s issued 
share capital
percentage of issued share capital
schroders plc 1446
artemis fund managers 982
standard life investments 643
fil ltd 546
svm asset management 484
invesco ltd 430
hargreave hale 417
legal  general investment management 302
greenhouse gas emissions
the board presents this report in order to meet the company’s obligation under the companies act 2006 strategic report and directors’ 
reports regulations 2013 to disclose the group’s worldwide emissions of the six kyoto gases attributable to human activity measured 
in tonnes of carbon dioxide equivalent as stated in the corporate responsibility report on pages 26 and 27 the company is committed 
to reducing and minimising its impact on the environment
global ghg emissions data 
for the year ended 31 march 2014
tonnes of co 2 e 
2014
emissions from
combustion of fuel and operation of facilities scope 1 64062
electricity heat steam and cooling purchased for own use scope 2 27387
total 91449
company’s chosen intensity measurement
1
4181 
1
 emissions per £m of revenue
we have reported on all of the emission sources being scope 1 and scope 2 emissions these are emissions from activities for which the 
group is responsible plus emissions resulting from the purchase of electricity heat steam or cooling by a business in the group for its 
own use this is the first year for which reporting is required these sources use the same reporting boundary as for our consolidated 
financial statements we do not have responsibility for any emission sources that are not included in our consolidated statement
we have used the ghg protocol corporate accounting and reporting standard revised edition data gathered to fulfil our requirements 
under the crc energy efficiency scheme and emission factors from the uk government’s ghg conversion factors for company 
reporting 2014 where no more suitable data sources are available we have used where practicable estimates based on the appropriate 
information that is available to the group
4nxrar14middlesmmrindd   25 24062014   102836   53 norcros plc annual report and accounts 2014
overview strategic report corporate governance group accounts parent company accounts
political donations
there were no political donations 2013 £nil
research and development
the group’s expenditure on research and 
development is disclosed in note 3 to the 
financial statements and is focused on 
the development of new products
corporate governance
details of the group’s corporate 
governance are contained on pages 30 
to 32 this corporate governance report 
forms part of the directors’ report and is 
incorporated into it by cross reference
financial risk management 
the group’s operations expose it to a 
variety of financial risks that include the 
effect of changes in interest rate risk credit 
risk liquidity risk exchange rate risk and 
energy price risk the group actively seeks 
to limit the adverse effects of these risks on 
the financial performance of the group
interest rate risk
the group has the ability to secure a 
substantial proportion of its bank loans at 
fixed rates via interest rate swaps however 
due to the current low level of debt and 
historically low uk libor rates the group 
has decided not to take out any such 
swaps at the present time this position 
is regularly reassessed
credit risk
credit risk arises from cash and cash 
equivalents derivative financial instruments 
and deposits with banks and financial 
institutions as well as credit exposures to 
customers the group maintains a credit 
insurance policy for all its operations which 
covers a substantial portion of the group’s 
trade debtors for banks and financial 
institutions only independently rated parties 
with a strong rating are accepted
liquidity risk
the group’s banking facilities are designed 
to ensure there are sufficient funds available 
for the current operations and the group’s 
further development plans
exchange rate risk
through its centralised treasury function 
the group seeks to hedge its ukbased 
transactional foreign exchange risk on a 
rolling annual basis through the use of 
forward exchange contracts and similar 
hedging instruments the group’s principal 
ukbased foreign currency exposures are 
largely hedged until at least march 2015 
based on current forecasts in the overseas 
businesses the policy is to hedge the local 
transactional risk to the extent this is 
permitted and not cost prohibitive
the group has certain investments in 
foreign operations whose net assets are 
exposed to foreign currency translational 
risk the group seeks to mitigate this 
exposure through borrowings denominated 
in the relevant foreign currencies to the 
extent that this is considered to be 
commercially beneficial
energy price risk
the group seeks to secure a proportion of 
its key energy requirements using forward 
purchase contracts where it is believed to 
be necessary 
takeover directive
the company has only one class of shares 
being ordinary shares which have equal 
voting rights the holdings of individual 
directors are disclosed on page 50
there are no significant agreements 
to which the company is a party which 
take effect alter or terminate in the event 
of a change of control of the company 
except for the banking facilities dated 
22 september 2011 as amended on 
28 march 2013 in respect of the 
£700m term facilities which contain 
mandatory prepayment provisions on 
a change of control
there are no provisions within directors’ 
employment contracts which allow for 
specific termination payments upon a 
change of control
statement of disclosure of information 
to auditor
in the case of each of the persons who are 
directors the following applies
a   so far as the director is aware there is no 
relevant audit information of which the 
company’s auditor is unaware and
b  they have taken all the steps that they 
ought to have taken as a director in 
order to make themselves aware of 
any relevant audit information and to 
establish that the company’s auditor 
is aware of that information
independent auditor
a resolution to reappoint 
pricewaterhousecoopers llp as auditor 
to the company will be proposed at the 
annual general meeting
annual general meeting
the annual general meeting of the 
company will take place at 1100am 
on 23 july 2014 at de vere mottram hall 
hotel wilmslow road mottram st andrew 
cheshire sk10 4qt the notice convening 
that meeting together with the resolutions 
to be proposed appears on pages 98 to 104 
of this document the directors recommend 
that all shareholders vote in favour of all of the 
resolutions to be proposed as the directors 
intend to do so in respect of their own shares 
and consider that they are in the best interests 
of the company and the shareholders as 
a whole
r h collins
company secretary
19 june 2014
4nxrar14middlesmmrindd   26 24062014   102836 54  norcros plc annual report and accounts 2014
statement of directors’ responsibilities
in respect of the directors’ remuneration report and the financial statements
the directors are responsible for preparing 
the annual report the directors’ 
remuneration report and the financial 
statements in accordance with applicable 
law and regulations
company law requires the directors to 
prepare financial statements for each 
financial year under that law the directors 
have prepared the group financial 
statements in accordance with international 
financial reporting standards ifrss as 
adopted by the european union and the 
parent company financial statements in 
accordance with united kingdom generally 
accepted accounting practice united 
kingdom accounting standards and 
applicable law under company law the 
directors must not approve the financial 
statements unless they are satisfied that 
they give a true and fair view of the state of 
affairs of the group and the company and 
of the profit or loss of the group for that 
period in preparing these financial 
statements the directors are required to
 — select suitable accounting policies and 
then apply them consistently
 — make judgments and accounting estimates 
that are reasonable and prudent
 — state whether ifrss as adopted by the 
european union and applicable uk 
accounting standards have been 
followed subject to any material 
departures disclosed and explained in 
the group and parent company financial 
statements respectively and
 — prepare the financial statements on 
the going concern basis unless it is 
inappropriate to presume that the 
company will continue in business
the directors are responsible for keeping 
adequate accounting records that are 
sufficient to show and explain the 
company’s transactions and disclose with 
reasonable accuracy at any time the 
financial position of the company and the 
group and enable them to ensure that the 
financial statements and the directors’ 
remuneration report comply with the 
companies act 2006 and as regards the 
group financial statements article 4 of the 
ias regulation they are also responsible 
for safeguarding the assets of the company 
and the group and hence for taking 
reasonable steps for the prevention and 
detection of fraud and other irregularities
the directors are responsible for the 
maintenance and integrity of the company’s 
website legislation in the united kingdom 
governing the preparation and dissemination 
of financial statements may differ from 
legislation in other jurisdictions 
the directors consider that the annual 
report and accounts taken as a whole 
is fair balanced and understandable and 
provides the information necessary for 
shareholders to assess the company’s 
performance business model and strategy
each of the directors whose names and 
functions are listed in directors’ report 
confirm that to the best of their knowledge
 — the group financial statements which 
have been prepared in accordance with 
ifrss as adopted by the eu give a true and 
fair view of the assets liabilities financial 
position and profit of the group and
 — the business review includes a fair review 
of the development and performance of 
the business and the position of the group 
together with a description of the principal 
risks and uncertainties that it faces
n p kelsall
group chief executive
m k payne
group finance director
19 june 2014
4nxrar14middlesmmrindd   27 24062014   102836 overview strategic report corporate governance group accounts parent company accounts
  55 norcros plc annual report and accounts 2014
to the members of norcros plc
independent auditor’s report
report on the group financial statements
our opinion  
in our opinion the group financial 
statements defined below
 — give a true and fair view of the state of the 
group’s affairs as at 31 march 2014 and of 
the group’s profit and cash flows for the 
year then ended
 — have been properly prepared in 
accordance with international financial 
reporting standards ifrss as adopted by 
the european union and
 — have been prepared in accordance with 
the requirements of the companies act 
2006 and article 4 of the ias regulation
this opinion is to be read in the context of 
what we say in the remainder of this report
what we have audited
the group financial statements which are 
prepared by norcros plc comprise
 — the consolidated balance sheet as at 
31 march 2014
 — the consolidated income statement 
and statement of comprehensive income 
for the year then ended
 — the consolidated statement of changes 
in equity and statement of cash flows 
for the year then ended and
 — the notes to the group financial 
statements which include a summary 
of significant accounting policies and 
other explanatory information
the financial reporting framework that has 
been applied in their preparation comprises 
applicable law and ifrss as adopted by the 
european union
certain disclosures required by the financial 
reporting framework have been presented 
elsewhere in the annual report and accounts 
the “annual report” rather than in the notes 
to the financial statements these are cross
referenced from the financial statements and 
are identified as audited
what an audit of financial statements 
involves 
we conducted our audit in accordance 
with international standards on auditing 
uk and ireland “isas uk  ireland” 
an audit involves obtaining evidence about 
the amounts and disclosures in the financial 
statements sufficient to give reasonable 
assurance that the financial statements are 
free from material misstatement whether 
caused by fraud or error 
this includes an assessment of
 — whether the accounting policies are 
appropriate to the group’s circumstances 
and have been consistently applied and 
adequately disclosed
 — the reasonableness of significant 
accounting estimates made by the 
directors and 
 — the overall presentation of the 
financial statements 
in addition we read all the financial and 
nonfinancial information in the annual 
report to identify material inconsistencies 
with the audited group financial statements 
and to identify any information that is apparently 
materially incorrect based on or materially 
inconsistent with the knowledge acquired 
by us in the course of performing the audit 
if we become aware of any apparent material 
misstatements or inconsistencies we consider 
the implications for our report
overview of our audit approach
materiality
we set certain thresholds for materiality 
these helped us to determine the nature 
timing and extent of our audit procedures 
and to evaluate the effect of misstatements 
both individually and on the financial 
statements as a whole
based on our professional judgement 
we determined materiality for the group 
financial statements as a whole to be 
£730000 this represents 5 of underlying 
profit before taxation which we believe 
to be the most appropriate measure of 
group performance
we agreed with the audit committee that 
we would report to them misstatements 
identified during our audit above £25000 
as well as misstatements below that amount 
that in our view warranted reporting for 
qualitative reasons
overview of the scope of our audit
the group operates across 11 divisions 
within three main geographical areas the 
uk south africa and the rest of the world 
the group financial statements are a 
consolidation of these divisions comprising 
the group’s operating businesses and 
centralised functions 
in establishing the overall approach to the 
group audit we determined the type of 
work that needed to be performed at the 
divisions by us as the group engagement 
team or component auditors from other 
pwc network firms operating under our 
instruction where the work was performed 
by component auditors we determined the 
level of involvement we needed to have in 
the audit work at those divisions to be able 
to conclude whether sufficient appropriate 
audit evidence had been obtained as a basis 
for our opinion on the group financial 
statements as a whole 
we performed an audit of the complete 
financial information of the 4 uk trading 
and the 4 south african trading divisions since 
together these comprise in excess of 95 
of both group revenue and underlying profit 
before tax in addition we also performed 
specified procedures over property plant and 
equipment inventories cash and accounts 
payable in respect of the australian division 
included within assets  liabilities heldforsale at 
the yearend and further specified procedures 
in relation to the investment property and 
provisions within the group’s property division 
this together with additional procedures 
performed at the group level including the 
audit of the consolidation and procedures 
over the head office division gave us the 
evidence we needed for our opinion on 
the group financial statements as a whole
areas of particular audit focus
in preparing the financial statements the 
directors made a number of subjective 
judgements for example in respect of 
significant accounting estimates that involved 
making assumptions and considering future 
events that are inherently uncertain we 
primarily focused our work in these areas 
by assessing the directors’ judgements 
against available evidence forming our 
own judgements and evaluating the 
disclosures in the financial statements
in our audit we tested and examined 
information using sampling and other 
auditing techniques to the extent we 
considered necessary to provide a 
reasonable basis for us to draw conclusions 
we obtained audit evidence through testing 
the effectiveness of controls substantive 
procedures or a combination of both 
we considered the following areas to be 
those that required particular focus in the 
current year this is not a complete list of 
all risks or areas of focus identified by our 
audit we discussed these areas of focus 
with the audit committee their report on 
those matters that they considered to be 
significant issues in relation to the financial 
statements is set out on pages 33 to 35
0nxrar14backsmmrindd   1 24062014   102754 56  norcros plc annual report and accounts 2014
to the members of norcros plc
independent auditor’s report continued
area of focus how the scope of our audit addressed the area of focus
valuation of defined benefit pension 
scheme liabilities
we focused on this area because of the magnitude of the 
pension scheme and the judgements inherent in the actuarial 
assumptions involved in the valuation of the liability within the 
deficit in particular the discount rates inflation and mortality 
rates
changes to the assumptions used can have a material effect 
on the liability valuation and therefore on the results and 
financial position of the group
 
we evaluated the assumptions and valuation methodologies 
applied in the actuarial valuation including considering 
whether they had been applied consistently 
we challenged the assumptions used comparing them 
to benchmark ranges taking into account the specific 
characteristics of the group’s pension scheme 
fraud in revenue recognition 
isas uk  ireland presume there is a risk of fraud in revenue 
recognition because of the pressure management may feel to 
achieve the forecasted results 
we focused on the risk that revenue may have been recognised for 
transactions that had not occurred and on the risk of inaccurate 
recognition of rebates granted to customers which are deducted 
from invoiced revenue
our testing of revenue transactions to assess whether a sale 
had occurred focused on obtaining evidence about whether 
cash had been received to support a sale having occurred 
where revenue was recorded through manual journal entries we 
checked whether the entry corresponded to a sales transaction 
that had occurred in the financial year and obtained evidence 
to explain the need for a manual entry and to test the value 
of the adjustment we also performed data analysis to identify 
revenue transactions that did not directly result in a cash receipt 
primarily related to rebates and obtained audit evidence 
confirming the accuracy of their recognition
risk of management override  
of internal controls 
isas uk  ireland require that we consider this 
 
we assessed the overall control environment of the group 
including the arrangements for staff to “whistleblow” inappropriate 
actions and interviewed senior management 
we examined the significant accounting estimates and judgements 
relevant to the financial statements for evidence of bias by the 
directors that may represent a risk of material misstatement due 
to fraud 
we also tested manual journal entries to determine the rationale for 
and obtain evidence over manual adjustments and reconciliations 
over key account balances such as cash accounts receivable 
accounts payable and inventory
0nxrar14backsmmrindd   2 24062014   102754 overview strategic report corporate governance group accounts parent company accounts
  57 norcros plc annual report and accounts 2014
report on the group financial statements 
continued
going concern
under the listing rules we are required 
to review the directors’ statement set out 
on page 32 in relation to going concern 
we have nothing to report having performed 
our review
as noted in the directors’ statement 
the directors have concluded that it is 
appropriate to prepare the group’s financial 
statements using the going concern basis 
of accounting the going concern basis 
presumes that the group has adequate 
resources to remain in operation and that 
the directors intend it to do so for at least 
one year from the date the financial 
statements were signed as part of our audit 
we have concluded that the directors’ use 
of the going concern basis is appropriate
however because not all future events or 
conditions can be predicted these statements 
are not a guarantee as to the group’s ability to 
continue as a going concern
opinions on other matters prescribed by 
the companies act 2006
in our opinion
 — the information given in the strategic 
report and the directors’ report for 
the financial year for which the group 
financial statements are prepared is 
consistent with the group financial 
statements and
 — the information given in the corporate 
governance statement set out on 
pages 30 to 32 in the annual report 
with respect to internal control and risk 
management systems and about share 
capital structures is consistent with the 
financial statements
other matters on which we are required to 
report by exception
adequacy of information and explanations 
received
under the companies act 2006 we are 
required to report to you if in our opinion 
we have not received all the information and 
explanations we require for our audit we 
have no exceptions to report arising from 
this responsibility
directors’ remuneration
under the companies act 2006 we are 
required to report to you if in our opinion 
certain disclosures of directors’ 
remuneration specified by law have not 
been made we have no exceptions to 
report arising from this responsibility 
corporate governance statement
under the companies act 2006 we are 
required to report to you if in our opinion a 
corporate governance statement has not 
been prepared by the parent company we 
have no exceptions to report arising from 
this responsibility
under the listing rules we are required to 
review the part of the corporate 
governance statement relating to the parent 
company’s compliance with nine provisions 
of the uk corporate governance code 
‘the code’ we have nothing to report 
having performed our review
on page 54 of the annual report as 
required by the code provision c11 the 
directors state that they consider the annual 
report taken as a whole to be fair balanced 
and understandable and that it provides the 
information necessary for members to 
assess the group’s performance business 
model and strategy on page 33 as required 
by c38 of the code the audit committee 
has set out the significant issues that it 
considered in relation to the financial 
statements and how they were addressed 
under isas uk  ireland we are required 
to report to you if in our opinion
 — the statement given by the directors 
is materially inconsistent with our 
knowledge of the group acquired in 
the course of performing our audit or
 — the section of the annual report 
describing the work of the audit 
committee does not appropriately 
address matters communicated by 
us to the audit committee
we have no exceptions to report arising 
from this responsibility
other information in the annual report
under isas uk  ireland we are required to 
report to you if in our opinion information 
in the annual report is
 — materially inconsistent with the 
information in the audited group financial 
statements or
 — apparently materially incorrect based on 
or materially inconsistent with our 
knowledge of the group acquired in the 
course of performing our audit or
 — is otherwise misleading
we have no exceptions to report arising 
from this responsibility
responsibilities for the financial 
statements and the audit
our responsibilities and those 
of the directors 
as explained more fully in the statement of 
directors’ responsibilities set out on page 54 
the directors are responsible for the preparation 
of the group financial statements and for being 
satisfied that they give a true and fair view 
our responsibility is to audit and express an 
opinion on the group financial statements 
in accordance with applicable law and isas 
uk  ireland those standards require us to 
comply with the auditing practices board’s 
ethical standards for auditors 
this report including the opinions has 
been prepared for and only for the parent 
company’s members as a body in accordance 
with chapter 3 of part 16 of the companies 
act 2006 and for no other purpose we do 
not in giving these opinions accept or assume 
responsibility for any other purpose or to any 
other person to whom this report is shown 
or into whose hands it may come save 
where expressly agreed by our prior 
consent in writing
other matter 
we have reported separately on the parent 
company financial statements of norcros plc 
for the year ended 31 march 2014 and on the 
information in the directors’ remuneration 
report that is described as having been audited
martin heath senior statutory auditor
for and on behalf of 
pricewaterhousecoopers llp
chartered accountants and statutory 
auditors
manchester
19 june 2014
0nxrar14backsmmrindd   3 24062014   102754 58  norcros plc annual report and accounts 2014
2014 2013
notes £m £m
continuing operations
revenue 2 2187 2004
operating profit 3 128 69
underlying operating profit 161 128
nonunderlying operating items 5 18 15
exceptional operating items 5 15 44
operating profit 128 69
finance costs 6 57 17
finance income 6 — 09 
ias 19r finance cost 23 13 09
profit before taxation 58 52
taxation 7 43 02
profit for the year from continuing operations 101 54
lossprofit for the year from discontinued operations 29 14 02
profit for the year 87 56
earnings per share attributable to equity holders of the company
basic earnings per share
from continuing operations 9 17p 10p
from discontinued operations 9 02p —
from profit for the year 9 15p 10p
diluted earnings per share
from continuing operations 9 16p 09p
from discontinued operations 9 02p —
from profit for the year 9 14p 09p
weighted average number of shares for basic earnings per share millions 9 5840 5800
nongaap measures
underlying profit before taxation £m 8 146 115
underlying earnings £m 8 170 108
basic underlying earnings per share 9 29p 19p
diluted underlying earnings per share 9 28p 18p
  the prior year comparatives have been restated where required to reflect the implementation of ias 19r ‘employee benefits’ measurement period adjustments in respect of business 
combinations and discontinued operations
year ended 31 march 2014
consolidated income statement
0nxrar14backsmmrindd   4 24062014   102755 overview strategic report corporate governance group accounts parent company accounts
  59 norcros plc annual report and accounts 2014
year ended 31 march 2014
consolidated statement of comprehensive income
2014 2013
notes £m £m
profit for the year 87 56
other comprehensive incomeexpense
items that will not subsequently be reclassified to the income statement
actuarial gainslosses on retirement benefit obligations 23 62 88
items that may be subsequently reclassified to the income statement
foreign currency translation adjustments 95 48
other comprehensive expense for the year 33 136
total comprehensive incomeexpense for the year 54 80
attributable to equity shareholders arising from
continuing operations 77 82
discontinued operations 29 23 02
54 80
items in the statement are disclosed net of tax
  the prior year comparatives have been restated where required to reflect the implementation of ias 19r ‘employee benefits’ measurement period adjustments in respect of business 
combinations and discontinued operations
0nxrar14backsmmrindd   5 24062014   102755 60  norcros plc annual report and accounts 2014
2014 2013
notes £m £m
noncurrent assets
goodwill 11 221 230
intangible assets 12 50 54
property plant and equipment 13 369 435
investment properties 14 44 54
deferred tax assets 21 116 87
800 860
current assets
inventories 15 502 528
trade and other receivables 16 419 440
derivative financial instruments 20 — 16
pension scheme asset 23 — 01
cash and cash equivalents 17 39 68
assets classified as heldforsale 29 62 —
1022 1053
current liabilities
trade and other payables 18 523 517
derivative financial instruments 20 18 —
current tax liabilities 13 18
financial liabilities – borrowings 19 08 05
liabilities associated with assets classified as heldforsale 29 19 —
581 540
net current assets 441 513
total assets less current liabilities 1241 1373
noncurrent liabilities
financial liabilities – borrowings 19 305 370
pension scheme liability 23 218 300
derivative financial instruments 20 03 —
other noncurrent liabilities 16 22
provisions 22 44 65
586 757
net assets 655 616
financed by
share capital 24 58 58
share premium 09 05
retained earnings and other reserves 588 553
total equity 655 616
the financial statements of norcros plc registered number 3691883 were approved on 19 june 2014 and signed on behalf of the board by
n p kelsall m k payne
group chief executive group finance director
  the prior year comparatives have been restated where required to reflect the implementation of ias 19r ‘employee benefits’ measurement period adjustments in respect of business 
combinations and discontinued operations
at 31 march 2014
consolidated balance sheet
0nxrar14backsmmrindd   6 24062014   102755 overview strategic report corporate governance group accounts parent company accounts
  61 norcros plc annual report and accounts 2014
year ended 31 march 2014
consolidated cash flow statement
2014 2013
notes £m £m
cash generated from operations 25 136 66
income taxes paid 17 10
interest paid 16 13
net cash generated from operating activities 103 43
cash flows from investing activities
proceeds from sale of property plant and equipment 14 25
purchase of property plant and equipment 25 42 67
acquisition of subsidiary undertakings net of cash acquired 28 01 106
net cash used in investing activities 27 148
cash flows from financing activities
net proceeds from issue of ordinary share capital 04 03
repayment of borrowings 69 — 
costs of raising debt finance 02 01
drawdown of borrowings — 168
dividends paid to the company’s shareholders 26 28 25
net cash used ingenerated from financing activities 95 145
net decreaseincrease in cash at bank and in hand and bank overdrafts 19 40
cash at bank and in hand and bank overdrafts at the beginning of the year 64 25
exchange movements on cash and bank overdrafts 08 01
cash at bank and in hand and bank overdrafts at end of the year 37 64
cash at bank and in hand and bank overdrafts at the end of the year comprises
cash at bank and in hand and bank overdrafts per the balance sheet 17 32 64
cash at bank and in hand included within assets classified as heldforsale 29 05 —
37 64
the net decrease in cash at bank and in hand and bank overdrafts in the year from discontinued operations included in the above was 
£03m 2013 decrease of £02m details are provided in note 29
  the prior year comparatives have been restated where required to reflect the implementation of ias 19r ‘employee benefits’ measurement period adjustments in respect of business 
combinations and discontinued operations
0nxrar14backsmmrindd   7 24062014   102755 62  norcros plc annual report and accounts 2014
ordinary retained
share share translation earnings 
capital premium reserve losses total
£m £m £m £m £m
at 1 april 2012 58 02 58 593 711
comprehensive income
profit for the year — — — 56 56
other comprehensive expense
actuarial loss on retirement benefit obligations — — — 88 88
foreign currency translation adjustments — — 48 — 48
total other comprehensive expense — — 48 88 136
transactions with owners
shares issued — 03 — — 03
dividends paid — — — 25 25
share option schemes and warrants — — — 07 07
at 31 march 2013 58 05 10 543 616
comprehensive income
profit for the year — — — 87 87
other comprehensive expense
actuarial gain on retirement benefit obligations — — — 62 62
foreign currency translation adjustments — — 95 — 95
total other comprehensive expenseincome — — 95 62 33
transactions with owners
shares issued — 04 — — 04
dividends paid — — — 28 28
share option schemes and warrants — — — 09 09
at 31 march 2014 58 09 85 673 655
  the prior year comparatives have been restated where required to reflect the implementation of ias 19r ‘employee benefits’ measurement period adjustments in respect of business 
combinations and discontinued operations
year ended 31 march 2014
consolidated statement of changes in equity
0nxrar14backsmmrindd   8 24062014   102755 overview strategic report corporate governance group accounts parent company accounts
  63 norcros plc annual report and accounts 2014
1 group accounting policies
general information
norcros plc the “company” which is the ultimate parent company of the norcros group 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 consolidated 
financial statements of the group were approved by the board on 19 june 2014
basis of preparation
the consolidated financial statements have been prepared under the historical cost convention except for derivative financial instruments 
which are stated at their fair value the consolidated financial statements have been prepared in accordance with ifrs as endorsed by the 
european union issued by the international accounting standards board iasb with the interpretations issued by the international financial 
reporting interpretations committee ifric of the iasb that are effective as of the balance sheet date and with those parts of the companies 
act 2006 applicable to companies reporting under ifrs
the preparation of consolidated financial statements in conformity with ifrs requires the use of certain critical accounting estimates it also requires 
management to exercise its judgment in the process of applying the group’s accounting policies the areas involving a higher degree of judgment or 
complexity or areas where assumptions and estimates are significant to the consolidated financial statements are detailed in the risk 
management section although these estimates are based on management‘s best knowledge of amounts events or actions actual results may 
differ from expectations
going concern
at the time of approving the consolidated financial statements the directors have a reasonable expectation that the company and group 
have adequate resources to continue in operational existence for the foreseeable future and consequently consider that it is appropriate to 
adopt the going concern basis of preparation
accounting policies
the principal accounting policies applied in the preparation of these consolidated financial statements are set out below these policies 
have been consistently applied to the information presented unless otherwise stated
ias 19r ‘employee benefits’ has been adopted with effect from 1 april 2013 the change in the accounting standard has been applied 
retrospectively meaning that comparative amounts have been restated under ias 19r the separate calculations of an interest cost on the 
defined benefit obligation and a return on plan assets have been replaced by a single net interest charge calculated by applying the discount 
rate to the net defined benefit liability additionally certain costs of administering pension schemes which were previously deducted from 
the return on plan assets have been reclassified such that they are now presented within operating expenses in the income statement 
as explained in note 29 certain operations have been classified as discontinued during the year and consequently the comparative financial 
information has been restated where appropriate to meet the presentational requirements of ifrs 5 ‘noncurrent assets heldforsale and 
discontinued operations’ to take account of this change
the impact of the restatement on comparative periods has been reflected in a table in note 23
standards amendments and interpretations effective in 2014
the following new standards amendments to standards or interpretations are mandatory for the first time for the financial year beginning 
1 april 2013
the group has adopted the following new standards amendments and interpretations now applicable other than ias 19r none of these 
standards and interpretations has had any material effect on the group’s results or net assets
applicable for 
financial years
standard or interpretation content beginning on or after 
amendment to ifrs 1 first time adoption on government loans fixed dates and hyperinflation 1 april 2013
amendment to ifrs 7 financial instruments asset and liability offsetting 1 april 2013
ifrs 11 joint arrangements 1 april 2013
ifrs 13 fair value measurement 1 april 2013
amendment to ias 13 income taxes deferred tax 1 april 2013
ias 19 revised 2011 employee benefits 1 april 2013
ias 28 revised 2011 associates and joint ventures 1 april 2013
annual improvements to ifrss 2011 various 1 april 2013
year ended 31 march 2014
notes to the group accounts
0nxrar14backsmmrindd   9 24062014   102755 64  norcros plc annual report and accounts 2014
notes to the group accounts continued
year ended 31 march 2014
1 group accounting policies continued
standards amendments and interpretations effective in 2014 continued
the following standards amendments and interpretations are not yet effective and have not been adopted early by the group
applicable for
financial years
standard or interpretation content beginning on or after 
amendment to ifrs 10 consolidated financial statements 1 april 2014
amendment to ifrs 12 disclosures of interests in other entities 1 april 2014
amendment to ias 27 separate financial statements 1 april 2014
amendment to ias 32 financial instruments presentation 1 april 2014
amendment to ias 36 impairment of assets 1 april 2014
amendment to ias 39 financial instruments recognition and measurement 1 april 2014
ifric 21 levies 1 april 2014
ifrs 8 operating segments 1 april 2015
amendment to ias 19 revised employee benefits 1 april 2015
amendment to ifrs 11 joint arrangements 1 april 2016
ifrs 9 financial instruments classification and measurement 1 april 2018
none of these standards amendments or interpretations are expected to have a material impact on the group’s financial statements
summary of significant accounting policies
the principal accounting policies adopted in the preparation of the financial statements are set out as follows these policies have been 
consistently applied to all periods presented 
basis of consolidation
subsidiaries
the consolidated historical financial statements incorporate the financial statements of norcros plc and entities controlled by norcros plc 
its subsidiaries made up to the reporting date each year control is achieved where norcros plc has the power to govern the financial 
and operating policies of an investee entity so as to obtain benefits from its activities
the results of subsidiaries acquired or disposed of in the year are included in the consolidated financial statements from the effective date 
of acquisition or the up to the effective date of disposal as appropriate where necessary adjustments are made to the financial statements 
of subsidiaries to bring them into line with those used by the group all intragroup transactions balances income and expenses are 
eliminated on consolidation
on acquisition the assets and liabilities and contingent liabilities of a subsidiary are measured at their fair value at the date of acquisition 
any excess of the cost of the acquisition over the fair values of the identifiable net assets acquired is recognised as goodwill any deficiency 
in the cost of acquisition below the fair values of the identifiable net assets acquired discount on acquisition is credited to the income 
statement in the period of acquisition all acquisition costs are expensed as incurred the results of subsidiaries acquired or disposed of 
during the year are included in the income statement from the effective date of acquisition or disposal as appropriate where necessary 
adjustments are made to the financial statements of subsidiaries to bring the accounting policies into line with those used by the group
critical estimates
the group’s accounting policies have been set by management and approved by the audit committee the application of these accounting 
policies to specific scenarios requires estimates and assumptions to be made concerning the future these are continually evaluated and 
are based on historical experience and other factors including expectations of future events that are believed to be reasonable under 
the circumstances the resulting accounting estimates will by definition seldom equal the related actual results
under ifrs estimates or judgments are considered critical where they involve a significant risk or cause a material adjustment to the carrying 
amounts of assets and liabilities from period to period this may be because the estimate or judgment involves matters which are highly 
uncertain or because different estimation methods or assumptions could reasonably have been used
0nxrar14backsmmrindd   10 24062014   102755 overview strategic report corporate governance group accounts parent company accounts
  65 norcros plc annual report and accounts 2014
1 group accounting policies continued
summary of significant accounting policies continued
basis of consolidation continued
critical estimates continued
critical judgments have been made in the following areas
 — estimated impairment of goodwill longlife assets and property plant and equipment – the group tests goodwill for impairment annually 
and other fixed assets should indicators of potential impairment arise in accordance with its accounting policy the recoverable amounts 
of cashgenerating units cgus have been determined based on valueinuse calculations these calculations require the use of estimates 
both in arriving at the expected future cash flows and the application of a suitable discount rate in order to calculate the present value 
of these flows these calculations have been carried out using the assumptions in note 11
 — retirement benefit obligations – the present value of pension obligations depends on a number of factors that are determined on an 
actuarial basis using a number of assumptions the assumptions used in determining the net expense for pensions principally include 
the discount rate and rate of inflation any changes in these assumptions can impact the carrying amount of retirement benefit 
obligations see note 23 
 — property provisions – where a property leased by the group is vacated but an ongoing lease commitment remains provision is made 
for the onerous element of the lease key assumptions are the extent to which properties are let and rentals are achieved any changes 
in these assumptions can affect the quantum of the provisions 
 — deferred tax – deferred tax assets are recognised on losses and capital allowances carried forward only to the extent that it is probable they will 
be available for use against future profits and that there will be sufficient future taxable profit available against which the temporary difference 
can be utilised in arriving at a judgment in relation to the recognition of deferred tax assets management considers the regulations applicable 
to taxation and whether there are likely to be sufficient future taxable profits future taxable profits may be higher or lower than estimates 
made when determining whether it is appropriate to record a tax asset and the amount to be recorded furthermore changes to the legislative 
framework or application of tax law may result in a management reassessment of the level of recognition of deferred tax assets in line 
with this policy the group recognised additional deferred tax assets during the year as described in note 21 and
 — valuation of acquired intangible assets – intangible assets can only be recognised as part of a business combination where the intangible 
asset is separable from goodwill can be reliably measured and is expected to generate future economic benefits judgment is required 
to assess whether these criteria are met and also to subsequently determine the appropriate assumptions which are used to place a 
value on the intangible asset had different assumptions been applied the valuation of acquired intangible assets could have differed from 
the amount ultimately recognised
revenue recognition
revenue comprises the consideration received or receivable for the sale of goods and services provided alongside the supply of goods 
in the ordinary course of the group’s activities and is shown net of value added and other salesbased taxes customer volume rebates 
discounts and promotional support
revenue is recognised when significant risks and rewards of ownership of the goods are transferred to the buyer which is usually on despatch 
or upon sale to a customer in the case of the group’s retail operations
revenue received in respect of extended warranties is recognised over the period of the warranty
segmental reporting
the group operates in two main geographical areas the uk and south africa all intersegment transactions are made on an arm’s length basis 
the chief operating decision maker being the board assesses performance and allocates resources based on geography as each segment has 
similar economic characteristics complementary products distribution channels and regulatory environments
goodwill
goodwill is recognised as an asset and reviewed for impairment at least annually or whenever there is an indicator of impairment goodwill 
is carried at cost less amortisation charged prior to the group’s transition to ifrs on 1 april 2004 less accumulated impairment losses 
any impairment is recognised in the period in which it is identified 
intangible assets
acquired intangible fixed assets comprise the vado trade name recognised as a separately identifiable asset on acquisition and are valued at cost 
less accumulated amortisation the estimated useful life of the asset is 15 years with amortisation being charged on a straightline basis
0nxrar14backsmmrindd   11 24062014   102755 66  norcros plc annual report and accounts 2014
notes to the group accounts continued
year ended 31 march 2014
1 group accounting policies continued
impairment of longlife assets
property plant and equipment and other noncurrent assets are reviewed on an annual basis to determine whether events or changes in 
circumstances indicate that the carrying amount of the assets may not be recoverable if any such indication exists the recoverable amount 
of the asset is estimated as either the higher of the asset’s net selling price or value in use the resultant impairment the amount by which 
the carrying amount of the asset exceeds its recoverable amount is recognised as a charge in the consolidated income statement
the value in use is calculated as the present value of the estimated future cash flows expected to result from the use of assets and their 
eventual disposal proceeds in order to calculate the present value of estimated future cash flows the group uses an appropriate discount 
rate adjusted for any associated risk estimated future cash flows used in the impairment calculation represent management’s best view 
of likely future market conditions and current decisions on the use of each asset or asset group
property plant and equipment
property plant and equipment is initially measured at cost cost comprises the purchase price after deducting trade discounts and rebates and 
any directly attributable costs property plant and equipment is stated at cost less accumulated depreciation and any provision for impairment 
in value impairment charges are recognised in the income statement when the carrying amount of an asset is greater than the estimated 
recoverable amount calculated with reference to future discounted cash flows that the assets are expected to generate when considered 
as part of an incomegenerating unit land is not depreciated depreciation on other assets is provided on a straight line basis to write down 
assets to their residual value evenly over the estimated useful lives of the assets from the date of acquisition by the group 
the estimated useful lives of group assets are as follows
buildings 25–50 years
plant and equipment 3–15 years
the assets’ residual values and useful lives are reviewed and adjusted if appropriate at each balance sheet date
investment property
investment property comprises mainly land and relates to property which is either sublet to a third party or is not being utilised in the 
group’s core operations investment property is held at cost less depreciation on buildings land is not depreciated investment property 
is depreciated over 50 years
assets heldforsale
assets and disposal groups classified as heldforsale are measured at the lower of carrying value and fair value less costs to dispose of
assets and disposal groups are only classified as heldforsale if their carrying value will be recovered through a sale transaction as opposed 
to continuing use and only when such a sale transaction is deemed highly probable such a sale transaction should be expected to 
complete within one year and accordingly assets and disposal groups heldforsale are included within current assets in the consolidated 
balance sheet with the associated liabilities included within current liabilities
inventories
inventories are stated at the lower of cost and net realisable value cost comprises direct materials and where applicable labour 
and overheads that have been incurred in bringing the inventories to their present location and condition net realisable value is the 
estimated selling price in the ordinary course of business less applicable variable selling expenses provisions are made for slowmoving 
and obsolete items
taxation
current tax which comprises uk and overseas corporation tax is provided at amounts expected to be paid or recovered using the tax 
rates and laws that have been enacted or substantively enacted by the balance sheet date
deferred tax is the tax expected to be payable or recoverable on the difference between the carrying amounts of assets and liabilities in the 
balance sheet and the corresponding tax bases used in the computation of taxable profits and is accounted for using the balance sheet 
liability method
deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent 
that it is probable that taxable profit will be available against which deductible temporary differences can be utilised 
deferred tax is calculated at the tax rates that are expected to apply in the period in which the liability is settled or the asset is realised and 
is charged in the income statement except where it relates to items charged or credited to equity via the statement of comprehensive 
income when the deferred tax is also dealt with in equity and is shown in the statement of comprehensive income
operating leases
annual rentals are chargedcredited directly to the consolidated income statement on a straightline basis over the lease term
provisions
warranty provisions – provision is made for the estimated liability on products under warranty liability is recognised upon the sale 
of a product and is estimated using historical data
restructuring provisions – provision is made for costs of restructuring activities to carried out by the group when the group is 
demonstrably committed to incurring the cost in a future period and the cost can be reliably measured
property provisions – where the group has vacated a property but is committed to a leasing arrangement an onerous lease provision 
is recorded this is calculated as the cost that management expects to incur over the period of the lease which is net of any expected 
future sublease income
provisions are measured at the best estimate of the amount to be spent and discounted where material
0nxrar14backsmmrindd   12 24062014   102755 overview strategic report corporate governance group accounts parent company accounts
  67 norcros plc annual report and accounts 2014
1 group accounting policies continued
employee benefits
the group operates various postemployment schemes including both defined benefit and defined contribution pension plans 
and postemployment medical plans
a pension obligations
a defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity the group has no legal 
or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating 
to employee service in the current and prior periods a defined benefit plan is a pension plan that is not a defined contribution plan
typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement usually dependent on one 
or more factors such as age years of service and compensation
the liability recognised in the consolidated balance sheet in respect of defined benefit pension plans is the present value of the defined 
benefit obligation at the end of the reporting period less the fair value of plan assets the defined benefit obligation is calculated every three 
years by independent actuaries using the projected unit credit method and is subject to interim reviews in intervening years the present 
value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high quality 
corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating to 
the terms of the related pension obligation
actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in 
other comprehensive income in the period in which they arise net of the related deferred tax
pastservice costs are recognised immediately in income
for defined contribution plans the group pays contributions to publicly or privately administered pension insurance plans on a mandatory 
contractual or voluntary basis the group has no further payment obligations once the contributions have been paid the contributions are 
recognised as employee benefit expense when they are due prepaid contributions are recognised as an asset to the extent that a cash 
refund or a reduction in the future payments is available
b other postemployment obligations
some group companies provide postretirement healthcare benefits to their retirees the entitlement to these benefits is usually conditional 
on the employee remaining in service up to retirement age and the completion of a minimum service period the expected costs of these 
benefits are accrued over the period of employment using the same accounting methodology as used for defined benefit pension plans 
actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in 
other comprehensive income in the period in which they arise these obligations are valued annually by independent qualified actuaries
c termination benefits
termination benefits are payable when employment is terminated by the group before the normal retirement date or whenever an 
employee accepts voluntary redundancy in exchange for these benefits the group recognises termination benefits at the earlier of the 
following dates a when the group can no longer withdraw the offer of those benefits and b when the entity recognises costs for a 
restructuring that is within the scope of ias 37 and involves the payment of termination benefits in the case of an offer made to encourage 
voluntary redundancy the termination benefits are measured based on the number of employees expected to accept the offer benefits 
falling due more than twelve months after the end of the reporting period are discounted to their present value
d profit sharing and bonus plans
the group recognises a liability and an expense for bonuses and profit sharing based on a formula that takes into consideration the profit 
attributable to the company’s shareholders after certain adjustments the group recognises a provision where contractually obliged or 
where there is a past practice that has created a constructive obligation
exceptional items
exceptional items are oneoff expenses or income arising from transactions or events which occur outside the course of the group’s 
normal operations they include profits and losses on disposal of noncurrent assets outside the normal course of business restructuring 
costs acquisition fees and large or significant oneoff items
nonunderlying items
nonunderlying items are expenses or income arising from transactions or events which whilst not exceptional in nature do not relate 
to the group’s normal operations they include noncash amortisation charges relating to intangible assets and noncash pension 
administration costs which have arisen as a result of the implementation of ias 19r
financial assets and liabilities
borrowings – the group measures all borrowings initially at fair value this is taken to be the fair value of the consideration received t ransaction 
costs any such costs that are incremental and directly attributable to the issue of the financial instrument are included in the calculation 
of the effective interest rate and are in effect amortised through the income statement over the duration of the borrowing
borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 
twelve months after the balance sheet date
treasury derivatives – where deemed necessary the group uses interest rate swaps to manage exposure to interest rate fluctuations 
the group’s exposure to foreign exchange rate fluctuations is managed through the use of forward exchange contracts and cross 
currency swaps
0nxrar14backsmmrindd   13 24062014   102755 68  norcros plc annual report and accounts 2014
notes to the group accounts continued
year ended 31 march 2014
1 group accounting policies continued
financial assets and liabilities continued
derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured 
at their fair value changes in the fair value of these derivative instruments are recognised immediately within finance costincome 
in the income statement 
cash and cash equivalents – cash and cash equivalents include cash in hand deposits held at call with banks and bank overdrafts cash and 
cash equivalents are offset against overdrafts and borrowings when there is a legally enforceable right to do so
t rade receivables – trade receivables are recognised initially at fair value and subsequently reviewed for impairment a provision for impairment 
of trade receivables is established where there is objective evidence that the group will not be able to collect all amounts due according to the 
original terms of receivables evidence including significant financial difficulties of a debtor probability that the debtor will enter bankruptcy or 
financial reorganisation and default or delinquency in payment are considered indicators that the trade receivables are impaired the amount of 
provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the effective 
interest rate the carrying amount of the asset is reduced through the use of an allowance account and the amount of loss is recognised in the 
income statement within administration costs when a trade receivable is uncollectable it is written off against the allowance account for trade 
receivables subsequent recoveries of amounts previously written off are credited against administration costs in the income statement
trade payables – trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective 
interest method
fair value estimation
the fair value of forward foreign exchange contracts is determined using quoted forward exchange rates at the balance sheet date 
the group determines the fair value of its remaining financial instruments through the use of estimated discounted cash flows 
the fair value of interest rate and cross currency swaps is calculated as the net present value of the estimated future cash flows
the carrying values less impairment provision of trade receivables and payables are assumed to approximate to their fair values due to their 
shortterm nature the fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows 
at the current market interest rate that is available to the group for similar financial instruments
research and development
expenditure on research is charged against profits for the year in which it is incurred development costs are capitalised once the technical 
feasibility of a project has been established and a business plan which demonstrates how the project will generate future economic benefits 
has been approved
dividend distribution
dividend distribution to the company’s shareholders is recognised as a liability in the group’s financial statements in the period in which 
the dividends are approved by the company’s shareholders or when paid if earlier
foreign currency transactions
functional currency
items included in the financial statements of each entity in the group are measured using the currency that best reflects the economic 
substance of the underlying events and circumstances relevant to that entity the “functional currency” the consolidated financial 
statements are presented in sterling which is the functional and presentational currency of the parent entity
transactions and balances
monetary assets and liabilities expressed in currencies other than functional currency are translated at rates applicable at the year end and 
trading results of overseas subsidiaries at average rates for the year exchange gains and losses of a trading nature are dealt with in arriving 
at operating profit 
translation of overseas net assets
exchange gains and losses arising on the retranslation of overseas net assets and results are taken directly to reserves
share capital
issued share capital is recorded in the balance sheet at nominal value with any premium at that date of issue being credited to the share 
premium account
sharebased payments
the group operates a number of equitysettled sharebased compensation plans the fair value of the employee services received in 
exchange for the grant of options is recognised as an expense the total amount to be expensed over the vesting period is determined 
by reference to the fair value of the options granted excluding the impact of any nonmarket vesting conditions nonmarket vesting 
conditions are included in assumptions about the number of options that are expected to vest at each balance sheet date the company 
revises its estimates of the number of options that are expected to vest it recognises the impact of the revision to original estimates 
if any in the income statement with a corresponding adjustment to equity
0nxrar14backsmmrindd   14 24062014   102755 overview strategic report corporate governance group accounts parent company accounts
  69 norcros plc annual report and accounts 2014
2 segmental reporting
the group operates in two main geographical areas the uk and south africa all intersegment transactions are made on an arm’s length 
basis the chief operating decision maker being the board assesses performance and allocates resources based on geography as each 
segment has similar economic characteristics complementary products distribution channels and regulatory environments
continuing operations — year ended 31 march 2014
south
uk africa group
£m £m £m
revenue 1480 707 2187
underlying operating profit 142 19 161
nonunderlying operating items 18 — 18
exceptional operating items 19 04 15
operating profit 105 23 128
finance costs net 70
profit before taxation 58
taxation 43
profit for the year from continuing operations 101
net debt 269
segmental assets 1253 507 1760
segmental liabilities 1009 139 1148
additions to property plant and equipment 25 18 43
proceeds from disposals of property plant and equipment — 14 14
loss on disposal of property plant and equipment — 01 01
depreciation 40 19 59
revenues of £359m 2013 £448m are derived from a single customer these revenues are attributable to the uk segment 
continuing operations — year ended 31 march 2013
south
uk africa group
£m £m £m
revenue 1228 776 2004
underlying operating profit 119 09 128
nonunderlying operating items 15 — 15
exceptional operating items 41 03 44
operating profit 63 06 69
finance costs net 17
profit before taxation 52
taxation 02
profit for the year from continuing operations 54
net debt 307
segmental assets 1281 547 1828
segmental liabilities 1135 148 1283
additions to property plant and equipment 25 40 65
proceeds from disposals of property plant and equipment — 25 25
profit on disposal of property plant and equipment — 12 12
depreciation 38 23 61
0nxrar14backsmmrindd   15 24062014   102755 70  norcros plc annual report and accounts 2014
notes to the group accounts continued
year ended 31 march 2014
3 operating profit
the following items have been included in arriving at operating profit other than those related to discontinued operations
2014 2013
£m £m
staff costs see note 4 443 420
depreciation of property plant and equipment all owned assets – continuing operations 58 61
depreciation of property plant and equipment all owned assets – discontinued operations 01 01
depreciation of investment properties 01 —
amortisation of intangible assets 04 —
other operating lease rentals payable – continuing operations
– plant and machinery 14 15
– other 24 26
other operating lease rentals payable – discontinued operations
– plant and machinery 01 01
– other 02 01
research and development expenditure 27 22
lossprofit on disposal of property plant and equipment 01 12
all items relate to continuing operations unless otherwise stated
auditor’s remuneration
during the year the group including its overseas subsidiaries obtained the following services from the company’s auditor and their associates
2014 2013
£m £m
audit of the parent company and consolidated financial statements 01 01
audit of the company’s subsidiaries 01 01
tax advice 01 01
other services – due diligence services — 01
03 04
4 employees
2014 2013
£m £m
staff costs from continuing operations
– wages and salaries 368 347
– social security costs 25 20
– sharebased payments 08 07
– pension costs
– defined benefit — 13
– defined contribution 22 12
423 399
staff costs from discontinued operations
– wages and salaries 15 16
– social security costs 05 05
20 21
total staff costs 443 420
included in wages and salaries for 2014 were £11m of redundancy costs which were classified as exceptional items in the income 
statement there were no redundancy costs in 2013
2014 2013
number number
average monthly numbers employed in continuing operations
– uk 919 815
– overseas 744 750
1663 1565
average monthly numbers employed in discontinued operations
– overseas 48 43
1711 1608
0nxrar14backsmmrindd   16 24062014   102755 overview strategic report corporate governance group accounts parent company accounts
  71 norcros plc annual report and accounts 2014
4 employees continued
directors’ emoluments
2014 2013
£m £m
salaries and shortterm employee benefits 09 09
sharebased payments 04 02
postemployment benefits 01 01
14 12
further information about the directors’ remuneration may be found in the annual report on remuneration on pages 44 to 50
highest paid director
2014 2013
£m £m
salaries and shortterm employee benefits 04 03
sharebased payments 02 02
postemployment benefits 01 01
07 06
key management compensation
2014 2013
£m £m
salaries and shortterm employee benefits 19 17
sharebased payments 07 03
post employment benefits 02 02
28 22
key management is defined as the directors and officers of norcros plc together with the managing directors of the group’s significant 
divisions due to the acquisition of vado on 31 march 2013 the definition of key management has broadened in 2014 to include the 
managing director of that business
5 nonunderlying and exceptional operating items
the directors believe that underlying profit before taxation and underlying earnings provide shareholders with additional useful information 
on the underlying performance of the group in order to arrive at underlying profit before taxation and underlying earnings certain items 
including nonunderlying and exceptional operating items have been excluded
an analysis of nonunderlying and exceptional operating items is shown below
2014 2013
nonunderlying operating items £m £m
ias 19r administrative expenses
1
14 15
intangible asset amortisation
2
04 —
18 15
1  as described in note 1 the implementation of ias 19r ‘employee benefits’ has required that certain costs of administering the group’s pension schemes are recognised in the income 
statement prior year comparatives have been restated for this change in accounting policy
2 as a result of the acquisition of vado the group has recognised an intangible asset which is subject to a noncash amortisation charge see note 12
2014 2013
exceptional operating items £m £m
profit on disposal of property
1
05 —
deferred remuneration
2
03 —
legal costs
3
02 —
restructuring costs
4
15 05
property provisions
5
— 30 
equity related acquisition fees
6
— 09
15 44
1 during the year the group disposed of a surplus property in south africa generating a profit of £05m
2  in accordance with ifrs 3r a significant proportion of deferred consideration payable to the former shareholders of vado is required to be treated as remuneration and accordingly 
is expensed to the income statement as incurred
3 legal costs related to the ongoing dispute over the disposal of the surplus land at the highgate site in tunstall uk
4  restructuring costs related to redundancies asset writedowns and consultancy costs following the implementation of a programme of restructuring initiatives throughout the group’s 
business units in 2013 this included a loss of £03m on the sale of the small noncore south african nortec adhesives business
5 the provision to cover the group’s onerous property leases was increased by £30m in 2013 following a reappraisal of the future cash flows arising from these leases
6 the fees arose as a result of the group’s acquisition of vado in 2013
0nxrar14backsmmrindd   17 24062014   102756 72  norcros plc annual report and accounts 2014
notes to the group accounts continued
year ended 31 march 2014
6 finance income and costs
2014 2013
£m £m
finance costs
interest payable on bank borrowings 15 13
amortisation of costs of raising debt finance 03 02
movement on fair value of derivatives 37 —
unwind of discount on property lease provisions 02 02
total finance costs 57 17
finance income
movement on fair value of derivative financial instruments — 09
total finance income — 09
net finance costs 57 08
7 taxation
taxation comprises
2014 2013
£m £m
current
uk taxation 11 13
deferred
origination and reversal of temporary differences 54 15
taxation 43 02
the tax for the year is different from the standard rate of corporation tax in the uk of 23 2013 24 the differences are explained below
2014 2013
£m £m
profit before tax 58 52
profit on ordinary activities multiplied by rate of corporation tax in the uk of 23 2013 24 13 12
effects of
– overprovision in prior years 07 —
– incomeexpenses not chargeabledeductible for tax purposes 03 10
– recognition and utilisation of overseas tax losses and other timing differences 26 20
– recognition and utilisation of uk losses and capital allowances 21 03
– effect of lower tax rates and change in rate of deferred tax 03 —
– origination and reversal of timing differences 02 01
total tax credit 43 02
8 nongaap measures
consolidated income statement
2014 2013
£m £m
profit before taxation from continuing operations 58 52
adjusted for
– nonunderlying operating items see note 5 18 15
– exceptional operating items see note 5 15 44
– amortisation of costs of raising finance 03 02
– net movement on fair value of derivative financial instruments 37 09
– discount on property lease provisions 02 02
– ias 19r finance cost 13 09
underlying profit before taxation 146 115
taxation attributable to underlying profit before taxation 24 07
underlying earnings 170 108
as described in note 5 the directors believe that underlying profit before taxation and underlying earnings provide shareholders with 
additional useful information on the underlying performance of the group underlying profit before taxation is defined as profit before 
taxation nonunderlying operating items exceptional operating items amortisation of costs of raising finance net movement on fair 
value of derivative financial instruments discounting of property lease provisions and finance costs relating to pension schemes 
0nxrar14backsmmrindd   18 24062014   102756 overview strategic report corporate governance group accounts parent company accounts
  73 norcros plc annual report and accounts 2014
8 nongaap measures continued
consolidated income statement continued
2014 2013
£m £m
operating profit from continuing operations 128 69
adjusted for
– depreciation 59 61
– nonunderlying operating items 18 15
– exceptional operating items 15 44
underlying ebitda 220 189
ebitda is a measure commonly used by investors and financiers to assess business performance underlying ebitda has also been 
provided which reflects ebitda as adjusted for nonunderlying and exceptional operating items the directors consider that these 
measures provide shareholders with additional useful information on the performance of the group
consolidated cash flow statement
2014 2013
£m £m
cash generated from continuing operations 139 66
adjusted for
– cash flows from exceptional items 44 22
– pension fund deficit recovery contributions 20 20
underlying operating cash flow 203 108
underlying operating cash flow is defined as cash generated from continuing operations before cash outflows from exceptional items and 
pension fund deficit recovery contributions the directors believe that underlying operating cash flow provides shareholders with additional 
useful information on the underlying cash generation of the group
consolidated balance sheet
2014 2013
£m £m
net assets 655 616
adjusted for
– assets and associated liabilities classified as heldforsale 43 —
– pension scheme liability net of associated tax 174 230
– cash and cash equivalents 39 68
– financial liabilities – borrowings 313 375
capital employed 1060 1153
– adjustment for discontinued operations — 60
– foreign exchange adjustment 21 30
underlying capital employed 1081 1063
underlying capital employed is used to calculate underlying return on capital employed one of the group’s key performance indicators 
and reflects the value of the assets used to generate underlying operating profit from continuing operations consequently adjustments 
are made to remove assets and liabilities which do not impact underlying operating profit from continuing operations and to remove 
the average impact of exchange rate movements
0nxrar14backsmmrindd   19 24062014   102756 74  norcros plc annual report and accounts 2014
notes to the group accounts continued
year ended 31 march 2014
9 earnings per share
basic and diluted earnings per share
basic eps is calculated by dividing the profit attributable to shareholders by the weighted average number of ordinary shares in issue during 
the year excluding those held in the norcros employee benefit trust
for diluted eps the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potential dilutive ordinary 
shares at 31 march 2014 the potential dilutive ordinary shares amounted to 24374489 2013 8895196 as calculated in accordance 
with ias 33
the calculation of eps is based on the following profits and numbers of shares
2014 2013
£m £m
profit for the year from continuing operations 101 54
lossprofit for the year from discontinued operations 14 02
profit for the year 87 56
2014 2013
number number
weighted average number of shares for basic earnings per share 583950031 580021666
share options and warrants 24374489 8895196
weighted average number of shares for diluted earnings per share 608324520 588916862
2014 2013
basic earnings per share
from continuing operations 17p 10p
from discontinued operations 02p —
from profit for the year 15p 10p
diluted earnings per share
from continuing operations 16p 09p
from discontinued operations 02p —
from profit for the year 14p 09p
basic and diluted underlying earnings per share
basic and diluted underlying earnings per share has also been provided which reflects underlying earnings from continuing operations 
divided by the weighted average number of shares set out above 
2014 2013
£m £m
underlying earnings see note 8 170 108
2014 2013
basic underlying earnings per share 29p 19p
diluted underlying earnings per share 28p 18p
as described in note 21 the company has recognised further deferred tax assets during the year totalling £44m excluding the impact 
of this underlying basic earnings per share was 22p and underlying diluted earnings per share was 21p
0nxrar14backsmmrindd   20 24062014   102756 overview strategic report corporate governance group accounts parent company accounts
  75 norcros plc annual report and accounts 2014
10 sharebased payments
date from
price 1 april 31 march which expiry
per share 2013 granted exercised lapsed 2014 exercisable date
approved performance  
share plan 2011 apsp 00p 7045037 — — 47618 6997419 010914 010921
approved performance  
share plan 2012 apsp 00p 12520560 — — 241590 12278970 221015 221022
approved performance  
share plan 2013 apsp 00p — 3040404 — — 3040404 270916 270923
deferred share bonus  
plan 2013 dsbp 00p — 518391 — — 518391 260916 260926
save as you earn scheme 3 saye 94p 1398221 — 1216313 101486 80422 010314 310814
save as you earn scheme 4 saye 101p 2755557 — 22574 159205 2573778 010315 310815
save as you earn scheme 5 saye 118p 1229469 — — 204403 1025066 010316 310816
save as you earn scheme 6 saye 191p — 1537040 — 65968 1471072 010317 310816
details of the terms of the apsp and saye scheme are disclosed in the directors’ remuneration report the 22574 shares exercised in 
respect of the saye 4 scheme were issued from the holding of the norcros employee benefit trust the 1216313 shares exercised in 
respect of the saye 3 scheme were fulfilled by the issue of new shares see note 24
in accordance with ifrs 2 the fair value of equitysettled sharebased payments to employees is determined at the date of grant and is 
expensed on a straight line basis over the vesting period on the group’s estimate of shares that will eventually vest a charge of £09m was 
recognised in respect of share options in the period 2013 £07m the group uses a blackscholes pricing model to determine the annual 
charge for its sharebased payments the assumptions used in this model for each sharebased payment are as follows 
saye 3 saye 4 saye 5 saye 6
date of grant 201210 201211 201212 201213
initial exercise price 94p 101p 118p 191p
number of shares granted initially 1864296 3001492 1229469 1537040
expected volatility 6739 5953 4423 4274
expected option life 3 years 3 years 3 years 3 years
risk free rate 21 20 21 15
expected dividend yield 3 3 3 23
apsp 2011 apsp 2012 apsp 2013 dsbp 2013
date of grant 010911 221012 270913 260913
initial exercise price 00p 00p 00p 00p
number of shares granted initially 7045037 12520560 3040404 518391
expected volatility 6567 4423 4274 5611
expected option life 3 years 3 years 3 years 3 years
risk free rate 20 21 15 2
expected dividend yield 3 3 23 3
the share price at 31 march 2014 was 2050p the average price during the year was 1935p expected volatility is based on historical 
volatility over either the last three years of the construction and materials sector or the previous three years’ data for the company
0nxrar14backsmmrindd   21 24062014   102756 76  norcros plc annual report and accounts 2014
notes to the group accounts continued
year ended 31 march 2014
11 goodwill
2014 2013
£m £m
at beginning of the year 230 234
additions — 01
reclassification to assets heldforsale 01 —
exchange differences 08 05
221 230
goodwill is allocated to the group’s cash generating units cgus a summary of the goodwill allocation is presented below
2014 2013
£m £m
triton showers 191 191
tile africa group 30 38
one stop tiles — 01
221 230
the recoverable amount of a cgu is determined by a valueinuse calculation these calculations use cash flow projections derived from 
data and metrics used on an ongoing basis with the key assumptions being those regarding discount rates growth rates future gross 
margin improvements and cash flows 
the key assumptions for the valueinuse calculations are
 — cash flows before income taxes are based on approved budgets and detailed forecasts for the first five years for periods after the first 
five years a longterm growth rate of 3 is used to derive a terminal value
 — pretax discount rates of 90 2013 90 in the uk and 1105 2013 1105 in south africa based upon the risk free rate for 
government bonds adjusted for a risk premium to reflect the increased risk of investing in equities and investing in the group’s specific 
sectors and regions
the following sensitivity analysis has been performed
 — increase each cgu discount rate by 1 and
 — reduce future growth rates by 30
in each of these scenarios the estimated recoverable value comfortably exceeds the carrying value for the cgu and accordingly no impairment 
was identified
having assessed the future anticipated cash flows management believes that any reasonably possible changes in key assumptions would 
not result in an impairment of goodwill
12 intangible assets
vado trade
 name
£m
cost
at 1 april 2012 —
acquisitions see note 28 54
at 31 march 2013 and 31 march 2014 54
accumulated amortisation
at 1 april 2012 and 1 april 2013 —
charge for the year 04
at 31 march 2014 04
net book amount at 31 march 2013 54
net book amount at 31 march 2014 50
the intangible asset in respect of the vado trade name was acquired as part of the acquisition of vado on 31 march 2013 see note 28
0nxrar14backsmmrindd   22 24062014   102756 overview strategic report corporate governance group accounts parent company accounts
  77 norcros plc annual report and accounts 2014
13 property plant and equipment
land and plant and
buildings equipment total
£m £m £m
cost
at 1 april 2012 337 788 1125
exchange differences 13 31 44
additions 14 53 67
acquisitions see note 28 13 07 20
disposals 13 12 25
at 31 march 2013 338 805 1143
exchange differences 26 53 79
additions 04 39 43
reclassification to assets heldforsale 21 11 32
transfers from investment properties see note 14 09 — 09
disposals 02 05 07
at 31 march 2014 302 775 1077
accumulated depreciation
at 1 april 2012 109 568 677
exchange differences 01 20 21
charge for the year 10 52 62
disposals 02 08 10
at 31 march 2013 116 592 708
exchange differences 05 36 41
charge for the year 10 49 59
reclassification to assets heldforsale 05 09 14
disposals — 04 04
at 31 march 2014 116 592 708
net book amount at 31 march 2013 222 213 435
net book amount at 31 march 2014 186 183 369
plant and equipment includes motor vehicles computer equipment and plant and machinery within plant and equipment are assets held 
under finance leases of £01m 2013 £01m
14 investment properties
investment
property
£m
cost
at 1 april 2012 and 31 march 2013 63
transfers to property plant and equipment 09
at 31 march 2014 54
accumulated depreciation
at 1 april 2012 09
charge for the year — 
at 31 march 2013 09
charge for the year 01 
at 31 march 2014 10
net book amount at 31 march 2013 54
net book amount at 31 march 2014 44
investment properties are held at cost and depreciated over 50 years with the exception of land which is not depreciated the directors are 
of the opinion that the fair value of the investment properties is not significantly different from their carrying value rental income receivable 
in the year was £05m 2013 £05m during the year an investment property began to be used by one of the group’s divisions and accordingly 
has been transferred to property plant and equipment
0nxrar14backsmmrindd   23 24062014   102756 78  norcros plc annual report and accounts 2014
notes to the group accounts continued
year ended 31 march 2014
15 inventories
2014 2013
£m £m
raw materials 100 90
work in progress 09 08
finished goods 393 430
502 528
provisions held against inventories totalled £25m 2013 £34m
the cost of inventories recognised as an expense within cost of sales in the income statement amounted to £1073m 2013 £993m
during the year the group charged £04m 2013 £02m of inventory writedowns to the income statement within cost of sales
16 trade and other receivables
2014 2013
£m £m
trade receivables 358 367
less provision for impairment of trade receivables 03 04
trade receivables – net 355 363
other receivables 36 49
prepayments and accrued income 28 28
419 440
the fair value of trade receivables does not differ materially from the book value
taking into account the group’s credit insurance management believes that no further material provision is required in excess of the 
normal provision for impairment of receivables trade receivable credit exposure is controlled by credit limits that are set and reviewed 
by operational management on a regular basis
the carrying amounts of the group’s trade and other receivables are denominated in the following currencies
2014 2013
£m £m
sterling 340 330
south african rand 79 96
australian dollar — 14
419 440
movements on the provision for impairment of trade receivables are as follows
2014 2013
£m £m
at beginning of year 04 03
provision for receivables impairment 01 01
receivables written off during the year as uncollectable 01 01
exchange differences 01 —
provisions arising from the acquisition of vado see note 28 — 01
at end of year 03 04
as at 31 march 2014 trade receivables of £313m 2013 £319m were fully performing
the creation and release of the provision for impaired receivables has been included in administration costs in the consolidated income statement 
amounts charged to this provision are generally written off when there is no expectation of recovering additional cash
0nxrar14backsmmrindd   24 24062014   102756 overview strategic report corporate governance group accounts parent company accounts
  79 norcros plc annual report and accounts 2014
16 trade and other receivables continued
as of 31 march 2014 trade receivables of £03m 2013 £04m were impaired and provided for the individually impaired receivables 
were impaired at 100 of their gross value 2013 100 the ageing of these receivables is as follows
2014 2013
£m £m
less than three months 01 —
greater than three months 02 04
03 04
at 31 march 2014 trade receivables of £42m 2013 £44m were past due but not impaired these relate to a number of independent 
customers for whom there is no recent history of default the ageing analysis of these receivables is as follows
2014 2013
£m £m
up to one month 31 30
one to two months 07 06
two to three months 02 04
greater than three months 02 04
42 44
the group maintains a credit insurance policy which significantly limits its exposure to credit risk the group does not hold any collateral 
as security
the other categories within trade and other receivables do not contain impaired assets
17 cash and cash equivalents
2014 2013
£m £m
cash at bank and in hand 39 68
cash and cash equivalents includes the following for the purposes of the consolidated cash flow statement
2014 2013
£m £m
cash at bank and in hand 39 68
less bank overdrafts see note 19 07 04
32 64
credit risk on cash and cash equivalents is limited as the counterparties are banks with strong credit ratings assigned by international 
credit rating agencies 
18 trade and other payables
2014 2013
£m £m
trade payables 306 315
other tax and social security payables 31 25
other payables 19 13
accruals and deferred income 167 164
523 517
the fair value of trade payables does not differ materially from the book value
0nxrar14backsmmrindd   25 24062014   102756 80  norcros plc annual report and accounts 2014
notes to the group accounts continued
year ended 31 march 2014
19 borrowings
2014 2013
£m £m
noncurrent 
bank borrowings secured
– bank loans 310 377
– less costs of raising finance 05 08
305 369
finance leases and hire purchase contracts — 01
total noncurrent 305 370
current
bank borrowings secured
– bank overdrafts see note 17 07 04
finance leases and hire purchase contracts 01 01
total current 08 05
total borrowings 313 375
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
2014 2013
£m £m
not later than one year 08 05
after more than one year
– between one and two years 310 01
– between two and five years — 377
– costs of raising finance 05 08
305 370
total borrowings 313 375
capital risk management
the group has available a £700m committed banking facility which expires in october 2015 the facility provides the group with a sound 
financial structure for the medium term with £341m of headroom being available at 31 march 2014 2013 £286m after taking into account 
net debt and ancillary facilities in use of £42m under this facility bank borrowings are secured by the group’s uk assets the group has been 
in compliance with all banking covenants during the year
interest rate profile
the effective interest rates at the balance sheet dates were as follows
2014 2013
 
bank loans 25 22
overdraft 25 22
at 31 march 2014 the bank loans carried interest based on libor plus a margin of 200 2013 175 overdrafts carry interest at base rate 
plus a margin of 200 2013 175 
net debt
the group’s net debt is calculated as follows
2014 2013
£m £m
cash and cash equivalents 39 68
cash and cash equivalents included within assets classified as heldforsale 05 —
total borrowings 313 375
269 307
0nxrar14backsmmrindd   26 24062014   102756 overview strategic report corporate governance group accounts parent company accounts
  81 norcros plc annual report and accounts 2014
19 borrowings continued
currency profile of net debt
the carrying value of the group’s net debt is denominated in the following currencies
2014 2013
£m £m
sterling 353 338
euro 14 —
us dollar 33 —
south african rand 32 21
australian dollar 05 10
269 307
20 financial instruments
during the year the group held financial instruments for two purposes
 — financial instruments relating to the operations financing and risks of the group’s operations and
 — financial instruments relating to the financing and risks of the group’s bank debt
the group’s financial instruments comprise borrowings cash trade receivables and payables and forward exchange contracts based on 
the hierarchy defined in ifrs 7 the group’s financial instruments are classified as level 2 instruments consequently fair value measurements 
are derived from inputs other than quoted prices included within level 1 that are observable for the assets or liabilities either directly 
ie as prices or indirectly ie derived from prices
derivative financial instruments carried at fair value through profit and loss
2014 2014 2013 2013
assets liabilities assets liabilities
£m £m £m £m
forward foreign exchange contracts 
– current — 18 16 —
– noncurrent — 03 — —
— 21 16 —
forward foreign exchange contracts
the notional principal amounts of outstanding forward foreign exchange contracts at 31 march 2014 were €132m and us531m 
2013 €71m and us456m
the hedged forecast transactions denominated in foreign currency are expected to occur at various dates during the next 15 months 
gains and losses recognised on forward exchange contracts to date have been taken to the consolidated income statement
sensitivity analysis
ifrs 7 requires the disclosure of a sensitivity analysis that details the effects on the group’s profit and loss and equity of reasonably possible 
fluctuations in market rates to demonstrate these hypothetical variations of 1 increase or decrease in market interest rates and 5 
strengthening or weakening in major currencies have been chosen
a 1 increase or decrease on market interest rates for most of the coming year
as the group has net debt of £274m excluding amortised finance costs the effect of a 1 change in market interest rates would 
be a change in the net finance costs of approximately £03m per annum
b 5 strengthening or weakening in major currencies
a number of the group’s assets are held overseas and as such variations in foreign currencies will affect the carrying value of these assets 
a 5 strengthening of sterling across all currencies would lead to a £20m devaluation in net assets likewise a 5 weakening in sterling 
would lead to a £23m increase in net assets
the group’s profits and losses are exposed to both translational and transactional risk of fluctuations in foreign currency risk the group 
seeks to hedge the majority of its transactional risk using forward foreign exchange contracts after taking these hedges into account the 
effect of a 5 strengthening in both sterling and south african rand against all other currencies would be an increase in profits of £04m 
likewise a 5 weakening in both these currencies would lead to a £04m reduction in profits
0nxrar14backsmmrindd   27 24062014   102756 82  norcros plc annual report and accounts 2014
notes to the group accounts continued
year ended 31 march 2014
21 deferred tax
deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities 
and when the deferred income taxes relate to the same fiscal authority
in the year ended 31 march 2013 the company recognised certain deferred tax assets principally in relation to its south african businesses 
which had not previously been recorded in view of the uncertainty of their recovery during the year ended 31 march 2014 due to the continued 
strong performance of the company a further review of the position with regard to deferred tax assets was undertaken as a result of this 
further deferred tax assets totalling £44m in relation to both the uk and south african businesses have been recognised in full chiefly in 
respect of tax losses and capital allowances on the grounds that it is considered probable that the company will benefit from these assets
the main rate of uk corporation tax was reduced from 24 to 23 with effect from 1 april 2013 a further announcement was made in the 
2013 annual budget statement that the rate would reduce to 21 with effect from 1 april 2014 and 20 with effect from 1 april 2015 this 
rate reduction was substantively enacted on 2 july 2013 and the deferred tax asset at 31 march 2014 has been remeasured accordingly
deferred tax is calculated in full on temporary differences under the liability method the movement on the deferred tax account 
is as shown below
2014 2013
£m £m
deferred tax asset at the beginning of the year 87 64
credited to the consolidated income statement 54 15
chargedcredited to the consolidated statement of comprehensive income and expense 25 23
deferred tax arising from the acquisition of vado see note 28 — 15
deferred tax asset at the end of the year 116 87
2014 2013
£m £m
accelerated capital allowances 30 05
tax losses 45 26
other timing differences 03 13
deferred tax asset relating to pension deficit 44 69
116 87
the full potential asset for deferred tax is as follows
2014 2013
£m £m
accelerated capital allowances 30 12
tax losses 124 161
other timing differences 03 —
deferred tax asset relating to pension deficit 44 69
195 242
no deferred tax asset has been recognised in respect of £79m of tax losses as the company does not believe that utilisation of these losses 
is probable
22 provisions
south africa 
warranty restructuring uk property property
provision provision provision provision total
£m £m £m £m £m
at 1 april 2012 13 03 37 01 54
acquisitions see note 28 02 — — — 02
charged to the income statement 12 — 30 04 46
amortisation of discount — — 02 — 02
utilisation 13 — 21 05 39
at 31 march 2013 14 03 48 — 65
charged to the income statement 12 15 — — 27
amortisation of discount — — 02 — 02
utilisation 12 15 23 — 50
at 31 march 2014 14 03 27 — 44
2014 2013 2012 2011 2010
£m £m £m £m £m
fair value of scheme assets 3838 3896 3682 3633 3548
present value of defined benefit obligations 4056 4195 3863 3689 3629
deficit in the scheme 218 299 181 56 81
experience adjustment on scheme assets 12 241 31 50 571
experience gainloss on scheme liabilities — 105 — — 59
0nxrar14backsmmrindd   28 24062014   102756 overview strategic report corporate governance group accounts parent company accounts
  83 norcros plc annual report and accounts 2014
22 provisions continued
the warranty provision has been recognised for expected claims on products which remain under warranty it is expected that this 
expenditure will be incurred within five years of the balance sheet date
the restructuring provision has been recognised for expected liabilities arising from reorganisations and company disposals this is 
expected to be utilised within twelve months of the balance sheet date
the uk property provision has been recognised for expected liabilities arising from lease shortfalls on surplus group properties and so 
future expenditure is expected to be spread over several years
23 retirement benefit obligations
a pension costs
norcros security plan
the norcros security plan “the plan” the principal uk pension scheme of norcros plc 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 the plan exposes 
the company to actuarial risks such as longevity risk interest rate risk market investment risk and currency risk
it is predominantly a defined benefit scheme with a modest element of defined contribution benefits norcros plc itself has no employees 
and so has no liabilities in respect of these pension schemes the scheme closed to new members and future accrual with effect from 
1 april 2013 though active members retain a salary link as a result of the closure a new defined contribution pension scheme has been 
implemented to replace the plan from the same date 
the weighted average duration of the defined benefit obligation is approximately 16 years and can be attributed to the scheme members 
as follows
2014
employee members 10
deferred members 29
pensioner members 61
total 100
the plan assets do not include any investments in the company or any property or other assets utilised by the company
the plan is funded by the company with funding based on a separate actuarial valuation for funding purposes for which the assumptions 
may differ from the assumptions above funding requirements are formally set out in the statement of funding principles schedule of 
contributions and recovery plan agreed between the trustee and the company employer deficit recovery contributions in the year 
to 31 march 2015 are expected to be £21m
south africa defined benefit schemes
the group previously operated two separate defined benefit schemes for the benefit of the group’s south african employees these were 
the tal pension fund and the johnson tiles pension fund both schemes were closed during the financial year ended 31 march 2008 and 
replaced by defined contribution schemes
defined contribution pension schemes
contributions made to these schemes amounted to £22m 2013 £12m which includes £03m for the provision of life insurance cover
b ias 19r ‘employee benefits’
norcros security plan
the valuation used for ias 19r disclosures has been based on the most recent actuarial valuation at 31 march 2012 and updated by kpmg 
a firm of qualified actuaries to take account of the requirements of ias 19r in order to assess the liabilities of the scheme at 31 march 2014 
scheme assets are stated at their market value at 31 march 2014
0nxrar14backsmmrindd   29 24062014   102756 84  norcros plc annual report and accounts 2014
notes to the group accounts continued
year ended 31 march 2014
23 retirement benefit obligations continued
b ias 19r ‘employee benefits’ continued
south africa defined benefit schemes
the actuarial valuations of the group’s south african defined benefit pension schemes carried out in march 2005 have been updated 
by alexander forbes financial services to take account of the requirements of ias 19r the schemes were closed during the financial year 
ended 31 march 2008 and replaced with defined contribution schemes following the agreement of the allocation of surplus assets the 
surplus was partially recovered in the year ended 31 march 2012 with the remaining £01m surplus recovered in the current year
i the principal assumptions used to calculate the scheme liabilities of the norcros security plan under ias 19r are
2014 2013
projected projected
unit unit
discount rate 430 420
inflation rate rpi 320 320
inflation rate cpi 220 220
increase to deferred benefits during deferment nongmp liabilities 305 305
increases to pensions in payment other than pre1988 gmp liabilities 305 305
salary increases 345 345
the mortality assumptions are based on standard mortality tables which allow for future mortality improvements the assumptions are that 
a member who retires in 2014 at age 65 will on average live for a further 213 years 2013 213 years after retirement if they are male and 
236 years 2013 237 years if they are female members are assumed to take a 25 2013 25 cash commutation sum on retirement
ii the amounts recognised in the income statement are as follows
2014 2013
£m £m
included in operating profit
current service cost — 13
ias 19r pension administration expenses 14 15
14 28
ias 19r finance cost 13 09
total amounts recognised in the income statement 27 37
 
iii the amounts recognised in the balance sheet are determined as follows
value at value at
31 march 31 march
2014 2013
£m £m
equities – norcros security plan 764 810
absolute return funds – norcros security plan 1535 1532
bonds  – norcros security plan 1518 1517
cash and gilts  – norcros security plan 21 36
 – other — 01
total market value of scheme assets 3838 3896
present value of scheme liabilities 4056 4195
pension deficit 218 299
comprising
– norcros security plan 218 300
– other — 01
deficit in schemes 218 299
each class of plan assets is considered to have a quoted market price in an active market
0nxrar14backsmmrindd   30 24062014   102756 overview strategic report corporate governance group accounts parent company accounts
  85 norcros plc annual report and accounts 2014
23 retirement benefit obligations continued
b ias 19r ‘employee benefits’ continued
south africa defined benefit schemes continued
iv the movement on scheme deficit in the year is as follows
2014 2013
£m £m
deficit at the beginning of the year 299 181
employer contributions  – normal contributions 01 12
 – deficit recovery plan 20 20
current service cost — 13
ias 19r pension administration expenses 14 15
ias 19r finance cost 13 09
pension holiday taken on south african defined contribution scheme — 02
actuarial gainslosses 87 111
deficit at the end of the year 218 299
v the reconciliation of scheme assets is as follows
2014 2013
£m £m
opening fair value of scheme assets 3896 3682
employer contributions – normal contributions 01 12
 – deficit recovery plan 20 20
employee contributions 01 08
pension holiday taken on south african defined contribution scheme — 02
interest income 158 177
benefits paid 236 227
actuarial gains on scheme assets 12 241
ias 19r pension administration expenses 14 15
closing fair value of scheme assets 3838 3896
vi the reconciliation of scheme liabilities is as follows
2014 2013
£m £m
opening scheme liabilities 4195 3863
current service cost — 13
employee contributions 01 08
interest cost 171 186
actuarial gainslosses arising from changes in demographic assumptions 22 61
actuarial gainslosses arising from changes in financial assumptions 53 396
experience gains on liabilities — 105
benefits paid 236 227
closing fair value of scheme liabilities 4056 4195
vii amounts recognised in the consolidated statement of comprehensive income and expense are as follows
2014 2013
£m £m
actuarial gainslosses 87 111
deferred tax 25 23
62 88
0nxrar14backsmmrindd   31 24062014   102757 86  norcros plc annual report and accounts 2014
notes to the group accounts continued
year ended 31 march 2014
23 retirement benefit obligations continued
b ias 19r ‘employee benefits’ continued
south africa defined benefit schemes continued
viii sensitivities
the sensitivities regarding the principal assumptions used to measure the plan’s liabilities are as follows
impact on scheme deficit 
2014 2013
assumption £m £m
discount rate – 01 decrease 52 61
inflation – 01 increase 34 46
increase in life expectancy by one year 116 116
the above sensitivities are applied to adjust the defined benefit obligation at the end of the year whilst the analysis does not take account 
of the full distribution of cash flows expected under the scheme it does provide an approximation as to the sensitivity of the assumptions shown
no changes have been made to the method and assumptions used in this analysis from those used in the previous year
c impact of the restatement of comparatives following the implementation of ias 19r and for discontinued operations
as explained in note 1 comparative financial information has been restated following the retrospective implementation of ias 19r and the 
classification of the australian tiles business as a discontinued operations see note 29 the impact on the results of continuing operations 
from the previous year is shown below
at at
31 march 31 march
2013 2013 
as restated as reported
£m £m 
nonunderlying operating items 15 —
operating profit 69 86
ias 19 finance income — 22
ias 19r finance cost 09 —
profit before taxation 52 100
taxation 02 09
profit for the year from continuing operations 54 91
profit for the year from discontinued operations 02 —
actuarial gains and losses on retirement benefit obligations net of tax 88 123
earnings per share from continuing operations
– basic 10p 16p
– diluted 09p 16p
the implementation of ias 19r has had no impact on the consolidated balance sheet
24 called up share capital
2014 2013
£m £m
issued and fully paid
587885491 2013 583488584 ordinary shares of 1p each 58 58
the company issued 1216313 1p ordinary shares to members of an saye scheme whose options became exercisable during the year 
see note 10 
warrant instruments
in 2009 the company executed a warrant instrument in favour of its principal banks of the day over 5 of its fully diluted ordinary share 
capital excluding any shares issued as part of a capital raising one of the warrant holders exercised their warrant instrument in full during 
the year and acquired 3180594 shares at the exercise price of 897p per share
taking into account the capital raising in 2009 the remaining warrants now represent 3174569 ordinary shares 054 of the issued 
ordinary share capital at 31 march 2014 the warrants are exercisable at 897p per share at any time up to july 2017
0nxrar14backsmmrindd   32 24062014   102757 overview strategic report corporate governance group accounts parent company accounts
  87 norcros plc annual report and accounts 2014
25 consolidated cash flow statement
a cash generated from operations
the analysis of cash generated from operations split by continuing and discontinued operations is given below
continuing operations
2014 2013
£m £m
profit before taxation 58 52
adjustments for
– exceptional items included in the income statement 15 44
– nonunderlying items included in the income statement 18 15
– cash flows from exceptional costs 44 22
– depreciation 59 61
– difference between current service costs and normal cash contributions 01 02
– pension fund deficit recovery contributions 20 20
– lossprofit on disposal of property plant and equipment 01 12
– finance costs 57 17
– finance income — 09
– ias 19r finance cost 13 09
– sharebased payments 09 07
operating cash flows before movement in working capital 165 140
changes in working capital
– increase in inventories 57 57
– increasedecrease in trade and other receivables 19 20
– increasedecrease in trade and other payables 50 37
cash generated from continuing operations 139 66
discontinued operations
2014 2013
£m £m
profit before taxation see note 29 02 02
adjustments for
– depreciation 01 01
operating cash flows before movement in working capital 03 03
changes in working capital
– increasedecrease in inventories 04 01
– increase in trade and other receivables 02 01
– decrease in trade and other payables — 03
cash used in discontinued operations 03 —
cash generated from operations 136 66
b purchase of property plant and equipment
the analysis of cash used in purchasing property plant and equipment split by continuing and discontinued operations is given below
2014 2013
£m £m
from continuing operations 42 65
from discontinued operations — 02
purchase of property plant and equipment 42 67
0nxrar14backsmmrindd   33 24062014   102757 88  norcros plc annual report and accounts 2014
25 consolidated cash flow statement continued
c outflow related to exceptional items
this includes expenditure charged to exceptional provisions relating to onerous lease costs acquisition fees and other business 
rationalisation and restructuring costs
d analysis of net debt
cash included
within assets 
heldforsale net cash borrowings net debt
£m £m £m £m
at 1 april 2012 — 25 203 178
cash flow — 40 168 128
acquisitions — — 02 02
other noncash movements — — 02 02
exchange movement — 01 — 01
at 31 march 2013 — 64 371 307
reclassification to assets heldforsale 10 10 — —
cash flow 03 16 69 50
other noncash movements — — 04 04
exchange movement 02 06 — 08
at 31 march 2014 05 32 306 269
other noncash movements principally relates to the amortisation of financing costs charged in the year
26 dividends
a final dividend in respect of the year ended 31 march 2013 of £18m 0305p per share was paid in july 2013 and an interim dividend of 
£10m 017p per share was paid in january 2014 a final dividend in respect of the year ended 31 march 2014 of £20m 034p per share 
is to be proposed at the annual general meeting on 23 july 2014 these financial statements do not reflect this final dividend
27 capital and other financial commitments
a capital commitments
2014 2013
£m £m
contracts placed for future capital expenditure not provided in the financial statements 07 03
b operating lease commitments
2014 2013
£m £m
total commitments under operating leases
– not later than one year 48 63
– later than one year and not later than five years 127 161
– later than five years 166 182
341 406
total future sublease payments receivable relating to the above operating leases amounted to £29m 2013 £07m
the above operating lease commitments are analysed as
2014 2013
£m £m
equipment
– not later than one year 11 15
– later than one year and not later than five years 22 29
– later than five years 02 01
land and buildings
– not later than one year 37 48
– later than one year and not later than five years 105 132
– later than five years 164 181
341 406
notes to the group accounts continued
year ended 31 march 2014
0nxrar14backsmmrindd   34 24062014   102757 overview strategic report corporate governance group accounts parent company accounts
  89 norcros plc annual report and accounts 2014
27 capital and other financial commitments continued
c operating leases receivable
the group leases certain of its investment properties to third parties the total future minimum lease payments receivable are analysed below
2014 2013
£m £m
total commitments under operating leases
– not later than one year 06 06
– later than one year and not later than five years 17 22
– later than five years — 01
23 29
28 business combinations
on 31 march 2013 the group acquired 100 of the ordinary share capital of eurobath international limited known principally under 
its trading name vado a leading manufacturer and global distributor of bathroom controls including taps mixer showers bathroom 
accessories and valves full details of the acquisition are provided on the group’s website wwwnorcroscom and on page 64 of 
the group’s 2013 annual report
in accordance with the sale and purchase agreement an exercise to review the completion balance sheet at the date of acquisition 
was undertaken this resulted in an adjustment to the cash consideration paid for vado which was refunded to the group and accordingly 
the consideration paid for vado was revised as follows
initial
 amounts 
recognised
£m
completion 
accounts 
adjustment
£m
revised 
amounts 
recognised
£m
cash 110 01 109
contingent consideration 04 — 04
114 01 113
the return of £01m has been disclosed in the consolidated cash flow statement within investing activities there have been no changes 
to the estimate of contingent consideration payable in the year
due to the fact that the acquisition took place on the last day of the accounting period ended 31 march 2013 it was not possible for the 
group to finalise the fair value of vado’s assets and liabilities accordingly the amounts stated in the 2013 annual report were provisional 
and principally reflected the reported balances of vado as adjusted where possible to comply with the accounting policies of the group
the group has now reviewed the identifiable net assets of vado and has identified the following measurement period adjustments
provisional 
amounts 
recognised
£m
measurement 
period 
adjustments
£m
revised 
amounts 
recognised
£m
intangible assets – vado trade name — 54 54
property plant and equipment 20 — 20
deferred tax asset 01 01 —
inventories 43 — 43
trade and other receivables 52 — 52
derivative financial instruments 04 07 11
cash 31 — 31
trade and other payables 47 — 47
current tax liabilities 06 — 06
borrowings – loans 27 — 27
borrowings – hire purchase contracts 02 — 02
deferred tax liability — 14 14
provisions 02 — 02
total identifiable net assets 67 46 113
goodwill 47 47 —
total 114 01 113
the principal adjustments that have been made in the measurement period are to recognise an intangible asset of £54m in respect of the 
trade name and additional derivative financial instruments of £07m deferred tax at the prevailing rate of 23 as of the date of acquisition 
has been applied resulting in the recognition of a deferred tax liability of £14m due to the complexity of the nature of these assets it was 
not possible to reliably measure their value in the time available before publishing the 2013 annual report and for this reason they have 
been recognised subsequent to the period of acquisition
0nxrar14backsmmrindd   35 24062014   102757 90  norcros plc annual report and accounts 2014
28 business combinations continued
the impact of the measurement period adjustments in respect of prior periods is follows
at at
31 march 31 march
2013 
as restated 
2013 
as reported
£m £m
goodwill 230 276
intangible assets 54 —
deferred tax assets 87 102
total noncurrent assets 860 867
derivative financial instruments 16 09
current assets 1053 1046
net current assets 513 506
total assets less current liabilities 1373 1373
there was no impact on the consolidated statement of comprehensive income and expense
29 discontinued operations and assets heldforsale
on 25 march 2014 the company entered into a conditional agreement to dispose of 100 of the issued share capital of norcros industry pty 
limited nipl which owns its australian tiles business to kim hin industries berhad khib as khib is listed on the malaysian bursa it required 
shareholder approval to allow the transaction to take place and this was duly received allowing the disposal to be completed on 30 may 2014 
due to the fact that irrevocable undertakings supporting the transaction had been obtained from khib’s largest shareholder representing 
approximately 61 of khib’s issued share capital it was determined that the sale was highly probable at 31 march 2014 and accordingly 
nipl has been classified as heldforsale in the consolidated balance sheet in accordance with ifrs 5 an impairment loss of £15m 
to remeasure the carrying value of the assets to fair value less costs to sell has been recognised following the reclassification of the net 
assets of nipl as heldforsale including an estimated tax charge arising from the transaction of £01m a total loss on disposal of £16m 
is anticipated an analysis of the assets heldforsale and liabilities associated with assets heldforsale is given in the table below
£m
property plant and equipment 17
inventories 28
trade and other receivables 12
cash 05
assets heldforsale 62
trade and other payables 18
current tax liabilities 01
liabilities associated with assets heldforsale 19
net assets heldforsale 43
as nipl represented a major line of business for the group and has been classified as heldforsale its operations have been treated as 
discontinued with a single amount shown on the face of the consolidated income statement as nipl is no longer classed as a continuing 
operation the prior year has also been restated to conform to this style of presentation the table below provides further detail of the 
amount presented in the consolidated income statement
2014 2013
£m £m
revenue 106 103
expenses 104 101
profit before tax and loss recognised on remeasurement to fair value less costs to sell 02 02
loss recognised on remeasurement to fair value less costs to sell 15 —
tax charge on loss recognised on remeasurement to fair value less costs to sell 01 —
lossprofit for the year from discontinued operations 14 02
the net cash flows of nipl reported in the consolidated cash flow statement are as follows
2014 2013
£m £m
operating activities see note 25a 03 —
investing activities see note 25b — 02
net cash outflow 03 02
year ended 31 march 2014
notes to the group accounts continued
0nxrar14backsmmrindd   36 24062014   102757 overview strategic report corporate governance group accounts parent company accounts
  91 norcros plc annual report and accounts 2014
29 discontinued operations and assets heldforsale continued
the total comprehensive income and expense of nipl reported in the consolidated statement of comprehensive income and expense 
are as follows
2014 2013
£m £m
lossprofit for the year from discontinued operations 14 02
foreign currency translation adjustments 09 —
total comprehensive expenseincome from discontinued operations 23 02
30 related party transactions
the following transactions were carried out with related parties
a purchases of goods and services
2014 2013
£m £m
purchases of goods
– prism cement limited 06 12
goods are purchased from related parties on normal commercial terms and conditions
prism cement limited was classed as a related party due to the fact that one of its directors vijay aggarwal was also a director of the 
company and one of its subsidiaries lifestyle investments pvt limited owned 296 of the company’s issued share capital as of 1 april 
2013 on 11 april 2013 lifestyle investments pvt limited sold 27000000 ordinary shares to reduce its holding in the company to 2497 
and on 18 september 2013 sold the remainder of its holding in the company and consequently ceased to be a related party from that date 
additionally mr aggarwal ceased to be a director of the company from 20 september 2013
prior to this dividends of £04m 2012 £05m were paid to lifestyle investments pvt limited 
key management and directors’ compensation is disclosed in note 4
b year end balances arising from salespurchases of goods and services
2014 2013
£m £m
payables to related parties
– prism cement limited na 03
31 contingent liabilities
the company’s material uk subsidiaries have entered into a guarantee and debenture which effectively means that all of their assets 
property or otherwise and undertakings are charged in favour of the security agent acting on behalf of the lending banks to the company 
32 principal subsidiaries 
the principal group subsidiaries are disclosed below transactions between subsidiaries and between the parent company and its subsidiaries 
are eliminated on consolidation
uk
 — norcros group holdings limited
overseas
 — norcros sa pty limited trading as johnson tiles pty limited tal and taf incorporated in south africa
 the group interest is owned by group companies other than norcros plc
notes
unless otherwise stated all companies are 100 owned and all uk companies are incorporated and operate in great britain and are registered 
in england overseas companies operate in the countries in which they are incorporated
only those subsidiary undertakings whose results principally affect the financial statements of the group are included above
the company has taken advantage of the exemption under section 410 2 of the companies act 2006 by providing information only 
in relation to subsidiary undertakings whose results or financial position in the opinion of the directors principally affected the financial 
statements a full list of subsidiaries is included on the company’s annual return
0nxrar14backsmmrindd   37 24062014   102757 92  norcros plc annual report and accounts 2014
our opinion
in our opinion the financial statements defined below
 — give a true and fair view of the state of the parent company’s affairs as at 31 march 2014
 — have been properly prepared in accordance with united kingdom generally accepted accounting practice and
 — have been prepared in accordance with the requirements of the companies act 2006
this opinion is to be read in the context of what we say in the remainder of this report
what we have audited
the parent company financial statements the “financial statements” which are prepared by norcros plc comprise
 — the parent company balance sheet as at 31 march 2014 and
 — the notes to the financial statements which include a summary of significant accounting policies and other explanatory information
the financial reporting framework that has been applied in their preparation is applicable law and united kingdom accounting standards 
united kingdom generally accepted accounting practice
in applying the financial reporting framework the directors have made a number of subjective judgements for example in respect 
of significant accounting estimates in making such estimates they have made assumptions and considered future events
certain disclosures required by the financial reporting framework have been presented elsewhere in the annual report and accounts the 
“annual report” rather than in the notes to the financial statements these are crossreferenced from the financial statements and are 
identified as audited
what an audit of financial statements involves
we conducted our audit in accordance with international standards on auditing uk and ireland “isas uk  ireland” an audit involves 
obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial 
statements are free from material misstatement whether caused by fraud or error this includes an assessment of 
 — whether the accounting policies are appropriate to the parent company’s circumstances and have been consistently applied and 
adequately disclosed 
 — the reasonableness of significant accounting estimates made by the directors and 
 — the overall presentation of the financial statements 
in addition we read all the financial and nonfinancial information in the annual report to identify material inconsistencies with the audited 
financial statements and to identify any information that is apparently materially incorrect based on or materially inconsistent with the 
knowledge acquired by us in the course of performing the audit if we become aware of any apparent material misstatements or 
inconsistencies we consider the implications for our report
opinions on other matters prescribed by the companies act 2006
in our opinion
 — the information given in the strategic report and the directors’ report for the financial year for which the financial statements are 
prepared is consistent with the financial statements and
 — the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the companies act 2006
other matters on which we are required to report by exception
adequacy of accounting records and information and explanations received
under the companies act 2006 we are required to report to you if in our opinion
 — we have not received all the information and explanations we require for our audit or
 — adequate accounting records have not been kept by the parent company or returns adequate for our audit have not been received 
from branches not visited by us or
 — the financial statements and the part of the directors’ remuneration report to be audited are not in agreement with the accounting 
records and returns
we have no exceptions to report arising from this responsibility
to the members of norcros plc
independent auditor’s report 
0nxrar14backsmmrindd   38 24062014   102757 overview strategic report corporate governance group accounts parent company accounts
  93 norcros plc annual report and accounts 2014
directors’ remuneration
under the companies act 2006 we are required to report to you if in our opinion certain disclosures of directors’ remuneration specified 
by law are not made we have no exceptions to report arising from this responsibility 
other information in the annual report
under isas uk  ireland we are required to report to you if in our opinion information in the annual report is
 — materially inconsistent with the information in the audited financial statements or
 — apparently materially incorrect based on or materially inconsistent with our knowledge of the company acquired in the course of 
performing our audit or
 — is otherwise misleading
we have no exceptions to report arising from this responsibility
responsibilities for the financial statements and the audit
our responsibilities and those of the directors
as explained more fully in the statement of directors’ responsibilities set out on page 54 the directors are responsible for the preparation 
of the financial statements and for being satisfied that they give a true and fair view
our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and isas uk  ireland 
those standards require us to comply with the auditing practices board’s ethical standards for auditors
this report including the opinions has been prepared for and only for the company’s members as a body in accordance with chapter 3 of 
part 16 of the companies act 2006 and for no other purpose we do not in giving these opinions accept or assume responsibility for any 
other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our 
prior consent in writing
other matter
we have reported separately on the group financial statements of norcros plc for the year ended 31 march 2014
m a heath senior statutory auditor
for and on behalf of pricewaterhousecoopers llp
chartered accountants and statutory auditors
manchester
19 june 2014
0nxrar14backsmmrindd   39 24062014   102757 94  norcros plc annual report and accounts 2014
2014 2013
notes £m £m
fixed assets
investments 3 1773 1773
deferred tax asset 7 06 02
1779 1775
debtors
amounts owed by group undertakings 4 — 78
creditors amounts falling due within one year
other 6 32 11
net current liabilitiesassets 32 67
total assets less current liabilities 1747 1842
creditors amounts falling due after more than one year
borrowings – bank and other loans 5 305 369
net assets 1442 1473
financed by
share capital 8 58 58
share premium account 9 09 05
profit and loss account 9 1375 1410
total shareholders’ funds 9 1442 1473
the financial statements of norcros plc registered number 3691883 were approved on 19 june 2014 and signed on behalf of the board by
n p kelsall m k payne
group chief executive group finance director
at 31 march 2014
parent company balance sheet
0nxrar14backsmmrindd   40 24062014   102757 overview strategic report corporate governance group accounts parent company accounts
  95 norcros plc annual report and accounts 2014
1 statement of accounting policies
norcros plc prepares its financial statements on the going concern basis under the historical cost basis of accounting with the exception 
of sharebased payments which are measured at fair value at the date of grant and in accordance with both applicable accounting standards 
in the uk and the companies act 2006 a summary of the more important accounting polices which have been applied consistently 
is set out below 
accounting reference date
the company’s year end is stated as 31 march 
investments in subsidiaries
investments held as fixed assets are stated at cost less any provision for impairment the directors believe the carrying value of investments 
is supported by their underlying assets dividends received from investments are included within turnover and recognised on receipt of 
the dividend
foreign currency transactions
monetary assets and liabilities expressed in foreign currencies are translated into sterling at rates applicable at the year end exchange 
gains and losses are dealt with in arriving at the operating profit
taxation
deferred taxation has been recognised as a liability or asset if transactions have occurred at the balance sheet date that give rise to 
an obligation to pay more taxation in the future or a right to pay less taxation in the future an asset is recognised only when the transfer 
of economic benefits is more likely than not to occur 
profit and loss account
a separate profit and loss account dealing with the results of the company has not been presented as permitted by section 408 
of the companies act 2006
cash flow statement
as the group prepares consolidated financial statements the company is exempt from publishing a cash flow statement under 
frs 1 revised 1996
dividend distribution
dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the period in which 
the dividends are approved by the company’s shareholders or when paid if earlier
financial assets and liabilities
borrowings – the company measures all borrowings initially at fair value this is taken to be the fair value of the consideration received 
transaction costs any such costs that are incremental and directly attributable to the issue of the financial instrument are included in 
the calculation of the effective interest rate and are in effect amortised through the profit and loss account over the duration of 
the borrowing
borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least 
twelve months after the balance sheet date
sharebased payments
the company operates a number of equitysettled sharebased compensation plans the fair value of the employee services received 
in exchange for the grant of options is recognised as an expense the total amount to be expensed over the vesting period is determined 
by reference to the fair value of the options granted excluding the impact of any nonmarket vesting conditions nonmarket vesting 
conditions are included in assumptions about the number of options that are expected to vest at each balance sheet date the company 
revises its estimates of the number of options that are expected to vest it recognises the impact of the revision to original estimates 
if any in the income statement with a corresponding adjustment to equity
related parties
related party disclosures are made in the group accounts under note 30
in accordance with frs 8 the company has taken advantage of the exemption not to disclose transactions with wholly owned subsidiaries
2 other information
other than the directors who receive no emoluments from the parent company the company has no employees details of the directors’ 
emoluments can be found in note 4 of the group accounts
auditor’s remuneration of £3000 2013 £3000 is borne by the company’s subsidiary without recharge
year ended 31 march 2014
notes to the parent company accounts
0nxrar14backsmmrindd   41 24062014   102757 96  norcros plc annual report and accounts 2014
3 investments
shares in 
subsidiaries
£m
at 1 april 2013 and 31 march 2014 1773
the company owns 100 of the share capital of norcros group holdings limited a company incorporated in england and wales 
the principal activities of the subsidiary are to act as an intermediate holding company and a manufacturer and distributor of showers 
tiles and adhesives
the directors believe that the carrying value of investments is supported by their underlying net assets
details of the principal operating subsidiaries indirectly owned by the company are shown in note 32 of the group accounts
4 debtors
2014 2013
£m £m
amounts owed by group undertakings — 78
amounts owed by group undertakings were unsecured interest free and repayable on demand
5 borrowings
2014 2013
£m £m
loans and bank overdrafts – secured 310 377
costs of raising finance 05 08
305 369
repayable after more than one year
– between one and two years 310 —
– between two and five years — 377
– costs of raising finance 05 08
305 369
loans and bank overdrafts are secured on the group’s uk assets and principally carry interest based on libor bank loans are repayable 
on expiry of the current banking arrangements in october 2015
6 creditors – amounts falling due within one year
2014 2013
£m £m
amounts owed to group undertakings 28 —
accruals 04 11
32 11
amounts owed to group undertakings are unsecured interest free and repayable on demand
7 deferred tax
deferred tax is calculated in full on temporary differences under the liability method the movement on the deferred tax account 
is as shown below
2014 2013
£m £m
deferred tax asset at the beginning of the year 02 —
credited to the income statement 04 02
deferred tax asset at the end of the year 06 02
2014 2013
£m £m
other timing differences 06 02
year ended 31 march 2014
notes to the parent company accounts continued
0nxrar14backsmmrindd   42 24062014   102757 overview strategic report corporate governance group accounts parent company accounts
  97 norcros plc annual report and accounts 2014
7 deferred tax continued
the full potential asset for deferred tax is as follows
2014 2013
£m £m
other timing differences 06 03
tax losses 52 60
58 63
no deferred tax has been recognised in the financial statements in respect of the tax losses as the company does not believe that utilisation 
of these losses is probable
8 called up share capital
2014 2013
£m £m
issued and fully paid
587885491 2013 583488584 ordinary shares of 1p each 58 58
the company issued 1216313 1p ordinary shares to members of an saye scheme whose options became exercisable during the year 
see note 10 of the group accounts 
warrant instruments
in 2009 the company executed a warrant instrument in favour of its principal banks of the day over 5 of its fully diluted ordinary share 
capital excluding any shares issued as part of a capital raising one of the warrant holders exercised their warrant instrument in full during 
the year and acquired 3180594 shares at the exercise price of 897p per share
taking into account the capital raising in 2010 the remaining warrants now represent 3174569 ordinary shares 054 of the issued ordinary 
share capital at 31 march 2014 the warrants are exercisable at 897p per share at any time up to july 2017
9 reconciliation of movements in shareholders’ funds
share profit
share premium and loss
capital account account total
£m £m £m £m
at beginning of year 58 05 1410 1473
shares issued in the year — 04 — 04
loss for the year — — 16 16
share option schemes — — 09 09
dividends paid — — 28 28
at end of year 58 09 1375 1442
10 dividends
a final dividend in respect of the year ended 31 march 2013 of £18m 0305p per share was paid in july 2013 and an interim dividend of 
£10m 017p per share was paid in january 2014 a final dividend in respect of the year ended 31 march 2014 of £20m 034p per share 
is to be proposed at the annual general meeting on 23 july 2014 these financial statements do not reflect this final dividend
11 contingent liabilities
the company has entered into a guarantee and debenture which effectively means that all of its assets property or otherwise 
and undertakings are charged in favour of the security agent acting on behalf of the lending banks to the company
12 financial risk management objectives and policies
a description of the group’s financial risk management policies are provided in the directors’ report on page 53 these objectives 
and policies also apply to the company
13 sharebased payments
the grants and related accounting treatment adopted by norcros plc under frs 20 ‘sharebased payments’ are identical to those 
adopted by the group under ifrs 2 ‘sharebased payments’ for details refer to note 10 in the group accounts
0nxrar14backsmmrindd   43 24062014   102757 98  norcros plc annual report and accounts 2014
notice is given that the 2014 annual general meeting of norcros plc will be held at 1100 am on 23 july 2014 at de vere mottram hall 
wilmslow road mottram st andrew cheshire sk10 4qt for the purpose of considering and if thought fit passing the resolutions set 
out below resolutions 1 to 14 inclusive below will be proposed as ordinary resolutions and resolutions 15 to 17 inclusive below will 
be proposed as special resolutions 
1 to receive the audited accounts and the auditor’s and directors’ reports for the year ended 31 march 2014
2 to approve the directors’ remuneration report for the year ended 31 march 2014
3   to approve the directors’ remuneration policy statement as contained on pages 39 to 43 of the directors’ remuneration report 
for the year ended 31 march 2014
4 to declare a final dividend of 034 pence per ordinary share for the year ended 31 march 2014
5 to reelect jo hallas as a director
6 to reelect martin towers as a director
7 to reelect david mckeith as a director
8 to reelect nick kelsall as a director 
9 to reelect martin payne as a director 
10  to reappoint pricewaterhousecoopers llp as auditor to hold office from the conclusion of this annual general meeting 
until the conclusion of the next general meeting at which accounts are laid before the company
11 to authorise the directors to determine the auditor’s remuneration
12   that the amendment to the rules of the norcros plc 2011 deferred bonus plan dbp more particularly described in the explanatory 
notes to this notice and the rules of which as proposed to be amended by this resolution are produced to the meeting and signed 
by the chairman of the meeting for the purposes of identification be approved and adopted and the directors be authorised to make 
such modifications to the dbp as they may consider appropriate and to do all such other acts and things as they may consider 
appropriate to carry such amendments into effect
13  that the amendment to the rules of the norcros plc 2011 performance share plan psp more particularly described in the explanatory 
notes to this notice and the rules of which as proposed to be amended by this resolution are produced to the meeting and signed by the 
chairman of the meeting for the purposes of identification be approved and adopted and the directors be authorised to make such 
modifications to the psp as they may consider appropriate and to do all such other acts and things as they may consider appropriate 
to carry such amendments into effect
14  that the directors be and are hereby generally and unconditionally authorised pursuant to section 551 of the companies act 2006 to 
exercise all the powers of the company to allot shares in the company and to grant rights to subscribe for or to convert any security 
into such shares allotment rights but so that
 a  the maximum amount of shares that may be allotted or made the subject of allotment rights under this authority are shares with 
an aggregate nominal value of £3919237 of which
  i one half may be allotted or made the subject of allotment rights in any circumstances and
  ii  the other half may be allotted or made the subject of allotment rights pursuant to any rights issue as referred to in the 
financial conduct authority’s listing rules or pursuant to any arrangements made for the placing or underwriting or other 
allocation of any shares or other securities included in but not taken up under such rights issue
 b  this authority shall expire 18 months after the passing of this resolution or if earlier on the conclusion of the company’s next 
annual general meeting
 c  the company may make any offer or agreement before such expiry which would or might require shares to be allotted or 
allotment rights to be granted after such expiry and
 d  all authorities vested in the directors on the date of the notice of this annual general meeting to allot shares or to grant allotment 
rights that remain unexercised at the commencement of this meeting are revoked
notice of annual general meeting 
0nxrar14backsmmrindd   44 24062014   102757 overview strategic report corporate governance group accounts parent company accounts
  99 norcros plc annual report and accounts 2014
15  that the directors be and are hereby empowered pursuant to section 570 of the companies act 2006 to allot equity securities as 
defined in section 560 of that act pursuant to the authority conferred on them by resolution 14 in the notice of this annual general 
meeting or by way of a sale of treasury shares as if section 561 of that act did not apply to any such allotment provided that this power 
is limited to
 a  the allotment of equity securities in connection with any rights issue or open offer each as referred to in the financial conduct 
authority’s listing rules or any other preemptive offer that is open for acceptance for a period determined by the directors to 
the holders of ordinary shares on the register on any fixed record date in proportion to their holdings of ordinary shares and if 
applicable to the holders of any other class of equity security in accordance with the rights attached to such class subject in 
each case to such exclusions or other arrangements as the directors may deem necessary or appropriate in relation to fractions 
of such securities the use of more than one currency for making payments in respect of such offer any such shares or other 
securities being represented by depositary receipts treasury shares any legal or practical problems in relation to any territory 
or the requirements of any regulatory body or any stock exchange and
 b the allotment of equity securities other than pursuant to paragraph a above with an aggregate nominal value of £293943 
   and shall expire when the authority conferred on the directors by resolution 14 in the notice of this annual general meeting expires 
save that before the expiry of this power the company may make any offer or agreement which would or might require equity 
securities to be allotted after such expiry 
16  that the company is generally and unconditionally authorised pursuant to section 701 of the companies act 2006 to make market 
purchases as defined in section 693 of that act of ordinary shares of 1p each in its capital provided that
 a the maximum aggregate number of such shares that may be acquired under this authority is 58788549
 b the minimum price exclusive of expenses that may be paid for such a share is its nominal value
 c  the maximum price exclusive of expenses that may be paid for such a share is the maximum price permitted under the financial 
conduct authority’s listing rules or in the case of a tender offer as referred to in those rules 5 above the average of the middle 
market quotations for an ordinary share as derived from the daily official list of london stock exchange plc for the five business 
days immediately preceding the date on which the terms of the tender offer are announced
 d  this authority shall expire 18 months after the passing of this resolution or if earlier on the conclusion of the company’s next 
annual general meeting and
 e  before such expiry the company may enter into a contract to purchase shares that would or might require a purchase to be 
completed after such expiry
17  that any general meeting of the company that is not an annual general meeting may be convened by not less than 14 clear days’ notice 
by order of the board
r h collins             registered office
company secretary            ladyfield house
19 june 2014             station road
               wilmslow
               cheshire sk9 1bu
               
               registered in
               england and wales
               company number  
               3691883
0nxrar14backsmmrindd   45 24062014   102757 100  norcros plc annual report and accounts 2014
notice of annual general meeting continued 
notes
1  a member who is entitled to attend and vote at the meeting is entitled to appoint another person or two or more persons in respect 
of different shares held by him as his proxy to exercise all or any of his rights to attend and to speak and vote at the meeting
2  the right of a member of the company to vote at the meeting will be determined by reference to the register of members a member 
must be registered on that register as the holder of ordinary shares of 1p each “ordinary shares” by 600 pm on 21 july 2014 in order 
to be entitled to attend and vote at the meeting as a member in respect of those shares 
3  a member wishing to attend and vote at the meeting in person should arrive prior to the time fixed for its commencement a member 
that is a corporation can only attend and vote at the meeting in person through one or more representatives appointed in accordance 
with section 323 of the companies act 2006 as amended any such representative should bring to the meeting written evidence of 
his appointment such as a certified copy of a board resolution of or a letter from the corporation concerned confirming the appointment 
any member wishing to vote at the meeting without attending in person or in the case of a corporation through its duly appointed 
representative must appoint a proxy to do so forms for the appointment of a proxy that can be used for this purpose have been provided 
to members with this notice of annual general meeting to be valid a proxy appointment form must be completed in accordance 
with the instructions that accompany it and then be delivered together with any power of attorney or other authority under which it is 
signed or a certified copy of such item to capita asset services pxs at the registry 34 beckenham road beckenham kent br3 4zf 
so as to be received by 1100 am on 21 july 2014 alternatively a member may appoint a proxy online by following the instructions for 
the electronic appointment of a proxy at wwwcapitashareportalcom if you have not previously registered to use this facility you will 
require your investor code which can be located on the enclosed proxy form in order to be a valid proxy appointment the member’s 
electronic message confirming the details of the appointment completed in accordance with those instructions must be transmitted 
so as to be received by the same time members who hold their shares in uncertificated form may also use the crest voting service 
to appoint a proxy electronically as explained below appointing a proxy will not prevent a member from attending and voting 
in person at the meeting should he so wish
4  any person to whom this notice is sent who is currently nominated by a member of the company to enjoy information rights under 
section 146 of the companies act 2006 as amended a “nominated person” may have a right under an agreement between him and 
that member to be appointed or to have someone else appointed as a proxy for the meeting if a nominated person has no such right 
or does not wish to exercise it he may have a right under such an agreement to give instructions to the member concerned as to the 
exercise of voting rights the statement in note 1 above of the rights of a member in relation to the appointment of proxies does not 
apply to a nominated person such rights can only be exercised by the member concerned 
5  voting on all resolutions will be conducted by way of a poll rather than a show of hands this is a more transparent method of voting 
as members’ votes are counted according to the number of ordinary shares held as soon as practicable following the meeting the 
results of the voting at the meeting and the numbers of proxy votes cast for and against together with the number of votes actively 
withheld in respect of each of the resolutions will be announced via a regulatory information service and will also placed on the 
company’s website wwwnorcroscom 
6  as at 16 june 2014 being the latest practicable date prior to the printing of this document i the company’s issued share capital 
consisted of 587885491 ordinary shares carrying one vote each and ii the total voting rights in the company were 587885491 
7  each member attending the meeting has the right to ask questions relating to the business being dealt with at the meeting which 
in accordance with section 319a of the companies act 2006 as amended and subject to some exceptions the company must 
cause to be answered information relating to the meeting which the company is required by the companies act 2006 as amended 
to publish on a website in advance of the meeting may be viewed at wwwnorcroscom a member may not use any electronic 
address provided by the company in this document or with any proxy appointment form or in any website for communicating 
with the company for any purpose in relation to the meeting other than as expressly stated in it
8  it is possible that pursuant to members’ requests made in accordance with section 527 of the companies act 2006 as amended the 
company will be required to publish on a website a statement in accordance with section 528 of that act setting out any matter that 
the members concerned propose to raise at the meeting relating to the audit of the company’s latest audited accounts the company 
cannot require the members concerned to pay its expenses in complying with those sections the company must forward any such 
statement to its auditor by the time it makes the statement available on the website the business that may be dealt with at the 
meeting includes any such statement
0nxrar14backsmmrindd   46 24062014   102757 overview strategic report corporate governance group accounts parent company accounts
  101 norcros plc annual report and accounts 2014
notes continued
9  crest members who wish to appoint one or more proxies through the crest system may do so by using the procedures described 
in the crest voting service section of the crest manual crest personal members or other crest sponsored members and those 
crest members who have appointed one or more voting service providers should refer to their crest sponsor or voting service 
providers who will be able to take the appropriate action on their behalf in order for a proxy appointment or a proxy instruction made 
using the crest voting service to be valid the appropriate crest message a “crest proxy appointment instruction” must be properly 
authenticated in accordance with the specifications of crest’s operator euroclear uk  ireland limited “euroclear” and must contain 
all the relevant information required by the crest manual to be valid the message regardless of whether it constitutes the appointment 
of a proxy or is an amendment to the instruction given to a previously appointed proxy must be transmitted so as to be received 
by capita asset services id ra10 as the company’s “issuer’s agent” by 1100 am on 21 july 2014 after this time any change of 
instruction to a proxy appointed through the crest system should be communicated to the appointee through other means the time 
of the message’s receipt will be taken to be when as determined by the timestamp applied by the crest applications host capita 
asset services is first able to retrieve it by enquiry through the crest system in the prescribed manner euroclear does not make 
available special procedures in the crest system for transmitting any particular message normal system timings and limitations 
apply in relation to the input of crest proxy appointment instructions it is the responsibility of the crest member concerned to take 
or if the crest member is a crest personal member or a crest sponsored member or has appointed any voting service providers 
to procure that his crest sponsor or voting service providers takes such action as is necessary to ensure that a message 
is transmitted by means of the crest system by any particular time crest members and where applicable their crest sponsors 
or voting service providers should take into account the provisions of the crest manual concerning timings as well as its section 
on “practical limitations of the system” in certain circumstances the company may in accordance with the uncertificated securities 
regulations 2001 or the crest manual treat a crest proxy appointment instruction as invalid 
10  the company takes all reasonable precautions to ensure that no viruses are present in any electronic communication which it sends 
but does not accept responsibility for any loss or damage arising from the opening or use of any email or attachment sent by the 
company the company recommends that members subject all emails and attachments to virus checking procedures prior to opening 
or use any electronic communication received by the company or capita asset services including the lodgement of an electronic 
proxy form which is found to contain any virus will not be accepted
11  copies of directors’ service contracts and letters of appointment will be available for inspection at the registered office of the 
company during normal business hours each business day and at the place of the annual general meeting for at least 15 minutes 
prior to and during the meeting
12  the rules of the norcros plc 2011 deferred bonus plan and the rules of the norcros plc 2011 performance share plan will be available 
for inspection during normal business hours on monday to friday excluding bank holidays at our registered office and at the offices 
of addleshaw goddard llp milton gate 60 chiswell street london ec1y 4ag from the date of this document until the close of the annual 
general meeting and at the place of the annual general meeting for at least 15 minutes before and during the annual general meeting
13  information regarding this meeting including information required by section 311a of the companies act 2006 is available at 
wwwnorcroscom
 
0nxrar14backsmmrindd   47 24062014   102757 102  norcros plc annual report and accounts 2014
explanatory notes
the annual general meeting of the company will take place at 1100 am on 23 july 2014 at de vere mottram hall wilmslow road 
mottram st andrew cheshire sk10 4qt the notice convening that meeting together with the resolutions to be proposed appears on pages 
98 to 101 of this document the directors recommend all shareholders to vote in favour of all of the resolutions to be proposed as the directors 
intend to do so in respect of their own shares and consider that they are in the best interests of the company and the shareholders as a whole
explanatory notes in relation to the resolutions appear below
resolution 1
report and accounts
for each financial year the directors are required to present the audited accounts the auditor’s report and the directors’ report 
to shareholders at a general meeting
resolution 2
approval of the remuneration report
the company is required by law to seek the approval of shareholders of its annual report on remuneration policy and practice 
this does not affect the directors’ entitlement to remuneration and the result of this resolution is advisory only
the remuneration report for the year ended 31 march 2014 is set out in full on pages 37 to 50 of this document any shareholder who 
would like a copy of the annual report and accounts 2014 can obtain one by contacting our registrar on 0871 664 0300 alternatively 
the annual report and accounts 2014 can be viewed on our website at wwwnorcroscom
included in the text of the remuneration report is the directors’ remuneration policy statement please note that there is a specific 
resolution concerning this see resolution 3
your directors are satisfied that the company’s policy and practice in relation to directors’ remuneration are reasonable and that they 
deserve shareholder support
resolution 3
approval of the directors’ remuneration policy statement
for the first time this year and in accordance with the companies act 2006 the company proposes an ordinary resolution to approve the 
directors’ remuneration policy statement contained in the directors’ remuneration report the policy statement is set out on pages 39 to 43 
of the annual report the vote on this resolution is binding and if passed will mean that the directors can only make remuneration payments 
in accordance with the approved policy the company is required to ensure that a vote on its remuneration policy takes place annually unless 
the approved policy remains unchanged in which case the company will propose a similar resolution at least every three years
resolution 4
dividend
the payment of the final dividend requires the approval of shareholders in general meeting if the meeting approves resolution 4 the final 
dividend of 034 pence per ordinary share will be paid on 30 july 2014 to ordinary shareholders who are on the register of members on 
27 june 2014 in respect of each ordinary share 
resolution 5
reelection of jo hallas
it is proposed that jo hallas be reelected as a director
brief biographical details of jo can be found on page 28 the chairman confirms that following performance evaluation 
jo’s performance continues to be effective she demonstrates commitment to the role and she possesses the necessary experience 
and knowledge the board therefore unanimously recommends that jo be reelected as a director 
resolution 6
reelection of martin towers
it is proposed that martin towers be reelected as a director
brief biographical details of martin can be found on page 28 the board confirms that following performance evaluation 
martin’s performance continues to be effective he demonstrates commitment to the role and he possesses the necessary experience 
and knowledge the board unanimously recommends that martin be reelected as a director 
resolution 7
reelection of david mckeith
it is proposed that david mckeith be reelected as a director
brief biographical details of david can be found on page 29 the chairman confirms that following performance evaluation 
david’s performance continues to be effective he demonstrates commitment to the role and he possesses the necessary experience 
and knowledge the board unanimously recommends that david be reelected as a director 
0nxrar14backsmmrindd   48 24062014   102758 overview strategic report corporate governance group accounts parent company accounts
  103 norcros plc annual report and accounts 2014
resolution 8
reelection of nick kelsall
it is proposed that nick kelsall be reelected as a director
brief biographical details of nick can be found on page 29 the chairman confirms that following performance evaluation 
nick’s performance continues to be effective he demonstrates commitment to the role and he possesses the necessary experience 
and knowledge the board unanimously recommends that nick be reelected as a director 
resolution 9
reelection of martin payne
it is proposed that martin payne be reelected as a director
brief biographical details of martin can be found on page 29 the chairman confirms that following performance evaluation 
martin’s performance continues to be effective he demonstrates commitment to the role and he possesses the necessary experience 
and knowledge the board unanimously recommends that martin be reelected as a director 
resolution 10
reappointment of auditor
the company is required to appoint an auditor at each general meeting before which accounts are laid to hold office until the end of the next 
such meeting pricewaterhousecoopers llp has indicated that it is willing to continue as the company’s auditor for another year you are therefore 
asked to reappoint pricewaterhousecoopers llp the directors recommend the reappointment of pricewaterhousecoopers llp
resolution 11
remuneration of auditor
the resolution follows best practice in giving authority to the directors to determine the remuneration of the company’s auditor
resolution 12
amendment to the rules of the norcros plc 2011 deferred bonus plan dbp
the company’s remuneration report outlines the proposed changes to executive directors’ remuneration for 2014 as part of these 
changes the committee proposes to make the following change to the rules of the dbp
currently the rules of the dbp do not allow for options granted under the dbp to be made with an entitlement to dividend equivalents 
it is proposed that the rules of the dbp be amended so that in future options granted under the plan will be made on the basis that on the 
exercise of an option a participant shall receive an amount in cash andor shares equivalent to the value of the dividends that would have 
been paid on the shares between the date of grant of the option and the date of vesting
the remuneration committee has consulted with its principal shareholders in relation to the proposed amendment and received general support
resolution 13
amendment to the rules of the norcros plc 2011 performance share plan psp
the proposed change to the rules of the psp is exactly the same as for the dbp outlined above
again the remuneration committee has consulted with its principal shareholders in relation to the proposed amendment and received 
general support
resolution 14
power to allot shares
most listed companies renew their directors’ authority to issue shares at each annual general meeting such an authority was granted at last 
year’s annual general meeting and is due to expire on 24 january 2015 or if earlier at the conclusion of the next annual general meeting 
of the company in accordance with best practice this resolution seeks to renew the directors’ authority to allot shares
resolution 14 if passed will renew the directors’ authority to allot shares in the capital of the company up to a maximum aggregate nominal 
value of £3919237 representing 391923700 ordinary shares this represents the association of british insurers’ abi guideline limit of 
approximately two thirds of the company’s issued ordinary share capital as at 16 june 2014 being the latest practicable date prior to the 
publication of this document of this amount ordinary shares to an aggregate nominal value of £1959618 representing 195961800 
ordinary shares which is approximately one third of the company’s issued ordinary share capital as at 16 june 2014 being the latest 
practicable date prior to the publication of this document can only be allotted pursuant to a rights issue 
as at 16 june 2014 being the latest practicable date prior to the publication of this document the company did not hold any shares 
in the company in treasury the renewed authority will remain in force until 18 months after the passing of this resolution or if earlier 
at the conclusion of the next annual general meeting in 2015
the directors have no present intention of exercising this authority the purpose of giving the directors this authority is to maintain the 
company’s flexibility to take advantage of any appropriate opportunities that may arise 
0nxrar14backsmmrindd   49 24062014   102758 104  norcros plc annual report and accounts 2014
explanatory notes continued
resolution 15
disapplication of preemption rights
the directors are currently authorised subject to certain limitations to issue securities of the company for cash without first offering 
them to existing shareholders in proportion to their existing shareholdings that authority will expire on 24 january 2015 or if earlier 
at the conclusion of the next annual general meeting of the company and in accordance with best practice this resolution which 
will be proposed as a special resolution seeks to renew the directors’ authority to disapply preemption rights 
other than in connection with a rights or other similar issue or where for example difficulties arise in offering shares to certain overseas 
shareholders and in relation to fractional entitlements the authority contained in this resolution will be limited to an aggregate nominal 
value of £293943 which represents 29394300 ordinary shares and is approximately five per cent of the company’s issued ordinary share 
capital as at 16 june 2014 being the latest practicable date prior to the publication of this document the renewed authority will remain 
in force until 18 months after the passing of this resolution or if earlier at the conclusion of the next annual general meeting in 2015 
in accordance with the statement of principles on disapplying preemption rights issued by the preemption group which is supported 
by the abi the national association of pension funds limited and the investment managers association the board confirms its intention 
that no more than 75 of the issued share capital will be issued for cash on a non preemptive basis during any rolling three year period
resolution 16
authority to purchase own shares
this resolution which will be proposed as a special resolution is a resolution which the company proposes to seek on an annual basis 
in line with other listed companies in the uk to give the company authority to buy back its own ordinary shares in the market as permitted 
by the companies act 2006 the authority limits the number of shares that could be purchased to an aggregate maximum of 58788549 
ordinary shares which have an aggregate nominal value of £587885 representing approximately 10 of the aggregate nominal value 
of the issued ordinary share capital of the company as at 16 june 2014 being the latest practicable date prior to the publication of this 
document and sets minimum and maximum prices the renewed authority will remain in force until 18 months after the passing of 
this resolution or if earlier at the conclusion of the next annual general meeting in 2015
the directors have no present intention of exercising the authority to purchase the company’s ordinary shares but will keep the matter 
under review taking into account other investment opportunities the authority will be exercised only if the directors believe that to do 
so would result in an increase in earnings per share and would promote the success of the company and be in the best interests of its 
shareholders generally to the extent that any shares so purchased are held in treasury see below earnings per share will be enhanced 
until such time if any as such shares are resold or transferred out of treasury
any purchases of ordinary shares would be by means of market purchases through the london stock exchange if any shares are 
purchased they will be either cancelled or held in treasury any such decision will be made by the directors at the time of purchase on 
the basis of the shareholders’ best interests shares held in treasury can be cancelled sold for cash or in appropriate circumstances used 
to meet obligations under employee share schemes any shares held in treasury would not be eligible to vote nor would any dividend be 
paid on any such shares if any ordinary shares purchased pursuant to this authority are not held by the company as treasury shares 
then such shares would be immediately cancelled in which event the number of ordinary shares in issue would be reduced
the directors believe that it is desirable for the company to have this choice holding the repurchased shares as treasury shares gives the 
company the ability to reissue them quickly and cost effectively and provides the company with additional flexibility in the management 
of its capital base 
as at 16 june 2014 being the latest practicable date prior to the publication of this document there were warrants and options over 
31160091 ordinary shares in the capital of the company which represent in aggregate approximately 530 of the company’s issued 
ordinary share capital if the authority to purchase the company’s ordinary shares was exercised in full these options and warrants would 
represent approximately 589 of the company’s issued ordinary share capital as at 16 june 2014 being the latest practicable date prior 
to the publication of this document the company did not hold any shares in treasury
resolution 17
notice of general meeting
this special resolution is required in order to preserve the ability of the company to convene general meetings other than annual general 
meetings of the company on not less than 14 clear days’ notice rather than on not less than the 21 days’ notice that would otherwise 
be required in order to preserve this ability the company’s shareholders must have approved the calling of such meetings on not less than 
14 clear days’ notice resolution 17 seeks such approval 
the shorter notice period would not be used as a matter of routine for general meetings but only where the flexibility is merited by the 
business of the meeting and is thought to be to the advantage of the shareholders as a whole
the approval will be effective until the company’s next annual general meeting when it is intended that a similar resolution will be 
proposed the company will also need to meet the requirements for electronic proxy submission under the companies shareholders’ 
rights regulations 2009 before it can call a general meeting on such notice 
0nxrar14backsmmrindd   50 24062014   102758 1nxrar14coversmmrindd   3 24062014   103000 norcros plc
ladyfield house 
station road 
wilmslow 
cheshire sk9 1bu
wwwnorcroscom
norcros plc annual report and accounts 2014
1nxrar14coversmmrindd   4 24062014   103000


Summary:
 annual report and accounts
2014
norcros plc annual report and accounts 2014
1nxrar14coversmmrindd   6 24062014   102957