APC Technology Group PLC 
Annual Report and Accounts 2013
REDUCING ENERGY 
CONSUMPTION GLOBALLY
APC Technology Group PLC Annual Report and Accounts 2013 WELCOME TO
APC TECh NOLOGY GROUP
APC Technology Group — Annual Report and Accounts 2013
Since incorporation in 1982, APC has developed long-standing relationships with 
manufacturers of specialist electronic components and with customers who put 
significant value on our deep understanding of the challenges of their individual 
markets, technical expertise and attention to detail. Markets include defence, 
aerospace, space, transportation, medical and industrial sectors. Products are 
wide ranging in their complexity and application and are sold through a number of 
semi-autonomous teams. Each team focuses on specific technologies or markets 
but are true to the Company’s central business strategy of adding value in the 
supply chain.
Through Minimise Energy, the Group promotes a range of technologies developed 
to reduce energy consumption and carbon emissions. These products are either 
sold individually or may be combined to provide an integrated, multi-technology 
solution to the challenge of improving the energy efficiency of an entire 
organisation.
Monitoring and control of power consumption forms a critical part of effective 
strategies to improve energy efficiency. The Group’s associate Invisible Systems 
Limited manufactures innovative wireless energy monitoring and control tools. 
Through its cloud based systems, bespoke software data is gathered and 
information displayed on dashboards and within a comprehensive reporting suite. 
Invisible Systems enable clients to operate buildings in an environmentally friendly 
way – providing visibility of site operational consumption, highlighting where 
energy use can be reduced and where costs can be saved. Invisible Systems 
products are sold directly and via Minimise Energy.
APC Technology Group Pl C (APC) is one of 
the UK’s leading distributors of specialist 
electronic components and a provider of 
technologies developed to reduce energy 
consumption.
Strategic Report
01  2013 Highlights
02 Group at a Glance
04 History of Diversification
05 Chairman’s Statement
06  Chief Executive Officer’s Review
10  Financial Review
13  Board of Directors
Corporate Governance
14  Report of the Directors
16  Corporate Governance Statement
17  Report of the Remuneration Committee
18 Statement of Directors’ Responsibilities 
19 Independent Auditor’s Report
Financial Statements
2 0  C o n s ol id a t e d S t a t e me n t  
of Income
21   Consolidated Statement  
of Financial Position
22   Company Statement of  
Financial Position
23   Consolidated Statement  
of Changes in Equity
24   Company Statement of  
Changes in Equity
25   Consolidated and Company 
Statement of Cash Flows
26  Notes to the Financial Statements
Other Information
51  Notice of Annual General Meeting
52 Company Information APC Technology Group PLC — Annual Report and Accounts 2013 — 01
2013
HigH ligHts Highlights
•	 Acquisition of 100% share holding of Minimise 
Limited. 
•	 Revenue growth of 60% from £13.6 million to 
£21.7 million resulting from acquisition.
•	 Profit before tax (excluding exceptional items) 
growth from £29,000 to £365,000.
•	 Cash inflow from operating activities of £0.5 million 
in FY2013 compared to £0.2 million in FY2012.
•	 Net cash at 31 August 2013 of £1.0 million 
compared to 2012 net debt of £1.0 million.
•	Acquisition of 25% shareholding in Invisible 
Systems Limited, a key supplier of intelligent 
energy monitoring technologies.
•	Completion of £3 million share placing.
•	Post year-end signed a joint venture agreement 
to establish a presence in North America and 
increased shareholding in Minimise Energy 
Limited to 100%.
Financial Highlights
Revenue
£21.7m (2012: £13.6m)
Adjusted profit before tax 
(excluding other gains and losses)
£365,000
(2012: £29,000)
EBITDA 
(excluding other gains and losses)
£536,000
(2012: £199,000)
Net cash balance
£1.05m (2012: £1.03m Net debt) 02 — APC Technology Group PLC — Annual Report and Accounts 2013
APC’s traditional electronic component distribution business 
continues to provide a relatively stable platform from which 
the Company has been able to diversify into emerging high 
growth markets. The distribution model is based upon 
investment in well qualified and experienced sales teams who 
are encouraged to focus on securing the inclusion of APC’s 
wide ranging product lines into new developments taking 
place across its long-standing customer base. APC’s 
engineering & commercial experience add value to its 
customers and suppliers by providing an effective bridge 
between the two ensuring the most appropriate components 
are selected for each new application.
Approximately 65% of APC’s distribution sales are into 
applications where component reliability is of paramount 
importance. This focuses attention on defence, aerospace, 
space, medical, transport and oil industry applications where 
the gestation period for new design-in work can be lengthy 
but where production cycles often run for many years. 
APC operate the same value added business model in less 
mission-critical applications which represent the remaining 
35% of revenues. A thorough understanding of industrial 
applications is frequently demonstrated at application specific 
engineering seminars operated by the Company. These well 
attended events underline the expertise of the sales teams 
and reinforce the concept of adding value. This has been 
recently recognised by Renesas Electronics Europe which has 
appointed APC as the lead distributor in the UK of the NLT 
range of TFT displays. 
Future Opportunities
•	 The Group expect meaningful, long-term growth to result 
from its recent appointment as the lead UK distributor of 
NLT displays.
•	 The expertise provided by the Group’s Locator team in 
obsolescence management should be increasingly valued 
by the Company’s high reliability focused customer base 
which is experiencing challenges as a result of an 
increasing number of counterfeit components making their 
way into the supply chain. 
•	 Activity over the last two years to secure an increasing 
number of design-wins seems set to provide a return as 
their customers schedule new product releases to coincide 
with improved economic conditions.
Electronic Component Distribution – 
Advanced Power Components
APC’s electronic component distribution 
business differentiates itself by focusing  
on the promotion of specialist electronic 
components by experienced technical 
sales teams focused on their individual 
market niche, a model that adds significant 
value to both customers and suppliers.
g roup At A gl Ance APC Technology Group PLC — Annual Report and Accounts 2013 — 03
Following a lengthy restructuring process the Group has 
streamlined its cleantech subsidiaries under the Minimise 
Energy brand. Revenues in the last 12 months were dominated 
by the sale of LED lighting but additional technologies are now 
being added to the product portfolio as the emphasis moves 
from being an LED lighting provider to a company offering 
energy efficiency solutions.
Key to future expansion is the technology provided by Invisible 
Systems Limited (ISL) of which APC acquired 25% in June. 
ISL has a cloud based wireless monitoring and control 
platform which can be deployed with a minimum of disruption 
to enable Minimise Energy to first monitor and then control 
energy consumption either directly or via secondary 
technologies such as LED lighting. The ISL platform also 
provides live feedback as to the effectiveness of secondary 
technologies and is the feedback mechanism on which future 
project finance packages will be based. 
The operation in the UK which has so successfully developed 
the relationship with lead customer Morrisons is expanding its 
customer base across a number of different market sectors 
and is now seeing success in efforts to generate a wider 
customer base. Initial success in each new market sector is 
expected to generate multiple new customer relationships as 
the benefits of Minimise Energy’s range of LED lighting and 
other energy efficient technologies become apparent.
Cleantech Activities – Minimise Energy
The Group’s subsidiary, Minimise Limited, has 
shown explosive growth in the last 12 months 
mainly as a result of contracts secured to 
replace traditional lighting with low energy 
LED lighting at properties owned by Wm 
Morrisons Supermarkets PLC. With an 
expanding customer base across an 
increasing number of market sectors, an 
expanding technology portfolio and 
operations established in North America the 
Company is planning for continued expansion.
Expansion into North and South America is underway 
following the creation of Minimise Energy Americas LLC,  
a 60% owned joint venture based in Miami, Florida.
Future Opportunities
•	 Continued growth for Minimise Energy in the UK as the 
customer base for LED lighting expands.
•	 Further growth as additional technologies including 
monitoring & control systems are combined with LED 
lighting to provide overall ‘energy saving solutions’.
•	 Expansion of the Minimise Energy offering over an 
increased geographical coverage starting with North  
and South America. 04 — APC Technology Group PLC — Annual Report and Accounts 2013
History 
of diversific Ation For more than 25 years APC  
has demonstrated an ability to 
achieve rapid expansion on the 
back of emerging technologies  
for high-growth market sectors.
APC incorporated as a 
distributor of high reliability 
electronic components.
1986 1990 1982
Revenues begin to increase rapidly through sales of 
components designed for data networking applications, 
an expansion which continued until 1989 when volume 
manufacturing of Local Area Networking cards moved 
from the UK to Asia.
APC begins to develop its own 
component range for the first major 
digital telephony roll out known as 
ISDN resulting in continued strong 
sales growth.
APC lists on the London 
Stock Exchange.
1997 2003 2008 1996
Sales of ISDN components stall as 
faster internet access technologies 
emerge and APC develop product 
ranges for broadband applications 
resulting in rapid growth at the end 
of the decade.
Following the collapse of the global 
communications market APC 
dispose of their communications 
products division and focus on 
growing distribution revenues via 
strategic acquisition.
APC co-found Minimise 
Limited as a vehicle to 
sell into the emerging 
market for energy efficient 
and sustainable energy 
generating technologies.
Minimise Limited becomes a 100% 
owned subsidiary and experiences 
rapid growth in revenues in the UK 
resulting in Group revenues reaching 
a record £21.7 million. 
2013 APC Technology Group PLC — Annual Report and Accounts 2013 — 05
“ The year ended 31 August 2013 
has been a period of 
transformational change and 
significant progress for the 
Group, resulting in a far stronger 
offering in our cleantech 
businesses and stability in the 
electronic components 
distribution business.”
Our product and geographic range has been expanded,  
our management team strengthened and our organisation 
structure simplified. All these initiatives have resulted in a  
60% increase in sales and good profitability for the Group. To 
reflect the Group’s strategic move into sustainable technology 
and the resultant reorganisation of the business we also 
changed the name of our company during the year to more 
closely reflect the nature of the business as a whole.
Trading
Overall sales in the year were £21,657,000 (2012: £13,644,000) 
and adjusted profit before tax (excluding exceptional items) 
was £365,000 (2012: £29,000).
Trading in energy savings and efficiency products increased 
substantially as a result of a pipeline of contracts won by the 
Group’s subsidiary Minimise Limited since acquisition. Significant 
relationships were developed with one of the foremost 
supermarket chains in the UK, Wm Morrisons Supermarkets PLC 
and other multiple site companies. In total we are pleased to 
report sales of £8,951,000 (2012: £186,000) from energy savings 
and efficiency products.
Sales in our distribution business were £12,706,000 (2012: 
£13,458,000). The reduced sales turnover was a reflection of the 
continuing tight trading conditions that have persisted in the UK 
electronics industry for a number of years. Although the market 
was difficult through the year we have begun to see signs of 
improvement going into the new year. We are especially pleased 
with a recently signed distribution agreement with Renesas 
Electronics Europe GmbH for the supply of NLT Technologies 
displays to the UK market. This new line and other new 
agreements refresh our product offering and gives us a good 
platform to grow the business as the UK economy recovers.
Structure
During the year the Group acquired the remaining shares it  
did not own in both Minimise Limited and QV Controls Limited 
(subsequently renamed Minimise Controls Limited). After the 
year-end, we completed the acquisition of the remaining 10% 
of shares in Minimise Energy Limited not previously owned by 
the Company, allowing us to adopt the name Minimise Energy 
as the branding for the cleantech side of our business. As the 
final element of our strategic restructuring, we have merged 
the activities of Minimise Limited and Minimise Energy Limited 
as part of the streamlining process.
We also acquired 25% of the share capital of Invisible Systems 
Limited, a UK-based energy monitoring and management systems 
provider, during the year. This acquisition helps ensure that our 
current offering of energy efficiency and management products  
is market leading and meets the expectations of our customers.
Following the year end we also established a joint venture 
operation in the United States, Minimise Energy Americas LLC. 
We believe this operation will enable us to address the 
significant market for smart energy saving products and 
services that exists in North and South America.
Liquidity
In June we were pleased to complete an institutional placing 
that raised £3,000,000 enabling us to complete the necessary 
acquisitions during the year. We ended the year with net cash  
of £1,048,000 (2012: Net debt £1,028,000) reflecting the fund 
raising and improved trading in the business.
Dividend
The Board has reviewed the Company’s dividend policy and 
whilst it considers it desirable to pay dividends in the long term,  
it has concluded that currently a greater return can be made to 
shareholders by investing available funds in the numerous 
opportunities that exist to grow the business. Therefore, the 
Board does not recommend a dividend for 2013 (2012: £nil).
Board of Directors
There were a number of changes to the Board during the year 
with Will David stepping down and Tessa Laws and myself 
being elected in January 2013.
Future
We are optimistic that 2014 will see continued growth in the 
Minimise Energy business. The establishment of our joint 
venture in Miami (Minimise Energy Americas) is just one of the 
ways we are opening new opportunities and new markets for 
the Group. In addition the distribution business is well placed  
to exploit the recent improvement in the UK market place.
I would like to take this opportunity to publicly acknowledge and 
thank our partners, management, staff and advisors without 
whom our success this year would not have been achievable and 
without whom 2014 would not be as we anticipate.
Leonard Seelig
Chairman
6 December 2013
cHA irm An’s 
st Atement 06 — APC Technology Group PLC — Annual Report and Accounts 2013
“ The last financial year was an 
exciting one for all involved with 
APC as we began to reap the 
rewards of our efforts over the 
last five years to generate growth 
from diversification into the 
cleantech sector.”
The last financial year was an exciting one for all involved with 
APC as we began to reap the rewards of our efforts over the 
last five years to generate growth from diversification into the 
cleantech sector. Positioning the Company in this emerging 
market has taken time but the early success we are enjoying 
validates the decisions taken over the past five years to 
continue to invest in diversification despite the tough trading 
conditions in our traditional electronic component distribution 
markets.
The increase in Group revenues of 60% in the year to the end 
of August 2013 was achieved as a direct result of this 
diversification into the cleantech sector. Minimise Limited, of 
which we took 100% ownership in June 2013, enjoyed an 
increase in revenues to £8,924,000 from less than £650,000 in 
its prior accounting period. Investments in Minimise Controls 
Limited (previously QV Controls Limited) and Minimise Energy 
Limited have not, to date, resulted in rapid growth in 
themselves but have played their part in developments across 
the business which have created the strong foundations for 
future growth that now exist in terms of an expanded 
customer and technology base. Post year end we are now 
completing a restructuring of these businesses to create a 
more cohesive organisation with the resources to consolidate 
the gains made to date and build on them in the future.
It is important for us to recognise that the expansion into the 
cleantech sector came as a direct result of profits generated 
by the Group’s distribution activities being used to support the 
cleantech business to varying degrees over the past 5 years. 
Despite investment in the distribution business being 
somewhat limited during that period, our core business has 
remained strong relative to the distribution sector in general 
and we are optimistic that it will return to profitable growth  
as numerous initiatives undertaken during the last few years 
yield results and as the business benefits from a more buoyant 
UK economy.
Electronic Component Distribution
Revenues in our core electronic component distribution 
business declined by 5.6% compared with 2012, with the 
reduction in revenues since 2010 now totalling 5%. However, 
these headline figures do not reflect a number of positive 
developments in this part of our business. 
According to the Association of Franchised Distributors of 
Electronic Components (AFDEC) the UK distribution market 
which we address has shrunk by 15.4% over the same 3-year 
period indicating that we have successfully gained market 
share. The commercial and industrial markets for electronic 
components have, with few exceptions, been significantly 
affected by the prolonged recession and defence spending 
has been noticeably reduced by government cutbacks. As a 
result, and as is always the case during periods of declining 
markets, a number of electronic component manufacturers 
reacted by evaluating their distribution arrangements and 
making changes in an effort to address the market through 
different channels to boost short-term profitability. As would 
be expected, the impact of this process on APC has been 
both positive and negative. During the past 3 years the 
Company lost some lines which had generated consistent 
revenues for, in a couple of cases, more than 25 years. 
Although this contributed to the declining revenues 
experienced during the period, we are very pleased that 
overall this repositioning process has been a positive one for 
us as the few manufacturers that we lost have been more than 
offset by the potential offered by several new relationships 
that we have entered into. We position ourselves very carefully 
as a specialist distributor using our technical expertise to 
design components into applications which will generate 
revenues for a number of years. This has been recognised by 
a number of manufacturers including Mercury Systems Inc, 
Renesas Electronics Europe GmbH for the (supply of NLT 
Technologies displays), Spacek Labs Inc and Nicomatic SA all 
of which are amongst the leaders in their particular niche and 
offer us good growth potential now that we have entered into 
cHief executive officer’s r eview APC Technology Group PLC — Annual Report and Accounts 2013 — 07
Lighting up Morrisons
Minimise Limited is now in phase 
three of a nationwide LED lighting 
roll-out for Wm Morrisons 
Supermarkets PLC – a testament 
to their performance in product 
development, supply and 
installation.
When Morrisons couldn’t source an LED product that met 
all their requirements, they asked Minimise to design a 
solution for them. Successful product development and 
trials resulted in a first phase roll-out to 33 supermarkets, 
and Morrisons were delighted with the results. Minimise not 
only achieved 53% KWh savings and return on investment 
with the correct lux-level requirements but also an aesthetic 
impact that transformed existing stores into modern, bright 
shopping environments without the costs associated with a 
major revamp for Morrisons. 
After phase one, Minimise were asked to look at options for 
square grid ceilings in front-of-house areas. After trials in 
their Chesterfield store, Morrisons were so impressed with 
the Minimise range of panel lights they pushed the button 
on phase two. The result? An 80-store rollout of 
replacement panel lights and retro-fit T8 tubes, achieved  
by Minimise in just four months.
Before phase two had been completed, Morrisons asked 
Minimise to embark on phase three. This involved back-of-
house areas in 193 stores. The package has since been 
extended to incorporate another 35 stores front of house; a 
further 40 stores as part of a ‘fresh format’ renovation 
programme; and a 65-store toilet refurbishment. Minimise 
continues to enjoy a close working relationship with Morrisons. 08 — APC Technology Group PLC — Annual Report and Accounts 2013
relationships with them. There is always a time lag between 
signing with a new manufacturer and the generation of full 
production revenues but the systems we operate to track 
design-in activity through the various stages from first 
customer engagements to full production orders indicate that 
we should see a return to growth in our distribution business 
in the foreseeable future. 
The distribution business is managed as a single reporting unit 
within which separately branded specialist sales teams focus 
on specific product ranges and address targeted markets.
Contech; unlike the rest of the economy, the medical and 
broadcast sectors have remained buoyant because of an 
increasing use of IT across most medical establishments and 
an increase in the complexity of broadcasting services. Our 
success to date in the medical sector has mainly been in 
hospitals, which remains a key target market for us, but 
increasing awareness of the need for infection control in other 
sectors and the introduction of additional related products  
has resulted in opportunity in new markets including dentists 
and veterinaries.
Hero; the industrial market has faced challenging times as a 
result of the recent economic climate. As a result we have 
experienced a downturn in customer confidence which has 
resulted in companies being protective of cash flow and 
cautious in placing long-term orders. To counter this we have 
re-focused our product offering and resources on growing a 
base of new design wins in growing technology sectors and 
expect to see the early signs of increased customer 
confidence that we are now seeing lead to growth in the 
coming year.
HiRel; our HiRel team has performed well recently, particularly 
on sales of DC-DC converters, Data Bus i/c’s & hardware and 
other components into civil aircraft and space applications. 
We are seeing some excellent opportunities going forward, 
both for these core products, and our more recent innovative 
lines in high temperature semiconductors, ultra capacitors and 
semi-custom interconnect products.
Locator; after a tough couple of years there are now some 
exciting opportunities starting to emerge due to work 
undertaken to strengthen relationships with some of the 
largest companies within the defence, aerospace, oil & gas 
and transport sectors. Locator specialises in obsolescence 
management and an increasing infiltration of counterfeit 
components into all high-reliability markets will continue to 
drive a need for the services and expertise we provide.
Novacom; the traditional market for high-frequency 
electronics in aerospace and space applications remain quite 
buoyant; demand for components used in improvised 
explosive device (IED) jamming systems remains very strong 
despite the reduction in the deployment of UK armed forces 
overseas. The recent addition of Mercury to the supplier base 
and the new product lines from Spacek and CTT will begin  
to make an important contribution starting in the current 
financial year.
Time; we expect continued steady growth in this part of our 
business as the need for accurate timing systems grows in line 
with an expansion in global trading.
Displays+; we anticipate that revenues for displays and for 
single board computers will grow steadily over the next few 
years following our appointment as the prime route to market 
for NLT displays on October 1st. NLT, a joint venture between 
NEC displays and AVIC Technologies is one of the top 5 
displays manufacturers in the world and we are already 
starting to develop some significant opportunities.
All in all we’ve worked hard over the last few years to position 
ourselves for growth in every part of our distribution business 
and expect that the rewards will start to materialise in the 
current financial year.
“ All in all we’ve worked hard over 
the last few years to position 
ourselves for growth in every part 
of our distribution business and 
expect that the rewards will start 
to materialise in the current 
financial year.”
cHief executive officer’s r eview Continued APC Technology Group PLC — Annual Report and Accounts 2013 — 09
Cleantech Activities
During the last financial year our activities in the cleantech 
sector gathered momentum. Our Minimise Energy brand 
offers what we believe to be a compelling proposition for 
organisations interested in reducing waste in their property 
portfolio by becoming more efficient in the way they consume 
energy. To date it has been through the sale of LED lighting 
that we have enjoyed the majority of our success, but we 
consider ourselves to be a provider of energy efficiency 
solutions and, therefore, offer a wide portfolio of technologies 
and services. 
Following the investment in Invisible Systems Limited (ISL)  
in June, the Group’s technology and intellectual property 
portfolio, enables us to approach clients with powerful but 
simple to install, wireless, cloud based monitoring system to 
develop an understanding of their energy consumption. Once 
there is a real time, granular understanding of where and when 
energy is being consumed, we work with the client to use the 
control capabilities offered by the ISL system coupled with 
energy efficient retrofit technologies to make a significant 
improvement in the building’s energy efficiency, in many  
cases reducing consumption by well over 20%. 
Whilst there are a number of significant projects using the ISL 
technology under development there was very limited financial 
impact from it in the year under review. The vast majority of 
cleantech revenues in 2013 were generated from the sale and 
installation of LED lighting by Minimise primarily to Wm 
Morrisons Supermarkets PLC who used the retrofit of LED 
lighting to reduce their energy consumption related to lighting 
where installed by more than 50%. Minimise’s strategy of 
offering its own, advanced brand of LED products fully 
installed is a key part of the strategy moving forward. This 
approach disrupts traditional supply chains which would 
ordinarily see products pass through a number of 
organisations en route from the factory to the end customer. 
Minimise customers achieve a return on investment which we 
believe to be increasingly compelling, especially when 
considering the scale of expected increases in energy prices.
Outlook
Over the next few months, we anticipate seeing the first signs 
of growth in our electronic component distribution business 
and expect to be able to report an increase in our cleantech 
customer base across a number of our target market sectors. 
This will herald the next stage of our growth as we build on 
existing success in the UK and develop the same business 
model overseas, starting in the Americas where we have 
entered into a joint venture with partners based in Miami. We 
believe that the markets in North, South and Central America 
offer exciting growth potential and already we are seeing  
signs that the effectiveness of our business model is being 
recognised. It is too early to predict the timing or scale of 
future growth in this market, but we are encouraged by the 
initial indications.
Mark Robinson
Chief Executive Officer 10 — APC Technology Group PLC — Annual Report and Accounts 2013
“ The overall financial health of the 
Group has strengthened from 
2012 to 2013. The improved 
trading results generated by 
Minimise Limited, the completion 
of acquisitions in the year and 
associated share placing have  
all contributed to improved 
profitability and the elimination  
of net debt.”
Financial results
Group revenue for the financial year was £21,657,000 
compared with £13,644,000 in 2012, resulting in a profit before 
tax of £4,517,000 compared with a profit before tax of £29,000 
last year. Basic earnings per share for 2013 were 11.6p and 
diluted earnings per share were 11.2p, compared with 0.0p 
and 0.0p per share respectively in 2012.
In the year, the Group increased its investment in Minimise 
Limited by acquiring additional shares in that company in 
September 2012 and June 2013 resulting in a holding of 100%. 
The September 2012 acquisition increased the shareholding to 
51% classifying Minimise Limited as a subsidiary from that 
point. At 31 August 2012 the Group held 36.2% of the issued 
shares of Minimise Limited and the investment was treated as 
an associated company in that year’s accounts.
It should be noted that, in accordance with the requirements 
of IFRS, a fair value gain of £4,300,000 arose in the year as a 
consequence of revaluing the Company’s investment in 
Minimise Limited when the Company gained a controlling 
interest in that entity. The fair value of the investment was 
established by calculating the net present value of the 
estimated future income stream of the Minimise Limited 
business at the point the Group gained control. The fair value 
adjustment was made to the carrying value of the shares held 
immediately prior to attaining a controlling interest. The gain 
on revaluation has been rerecorded as part of other gains and 
losses in the Consolidated Statement of Income.
The board considered the carrying value of goodwill at 31 
August 2013 and concluded that the goodwill associated with 
Minimise Controls Limited (previously QV Controls Limited) 
and CeroUK Limited no longer had value as a result of the 
restructuring of the cleantech businesses during the year. 
Consequently impairments of £69,000 and £61,000 has been 
made and recorded as part of other gains and losses in the 
Consolidated Statement of Income. The board also 
considered the carrying value of capitalised development 
costs at 31 August 2013 and concluded that, as the 
development costs were related to products developed by  
QV Controls Limited that have ceased to be promoted by the 
Group, these assets no longer have value. Consequently an 
impairment of £18,000 has been made.
The fair value adjustments do not reflect trading and are not 
cash based. The profit before tax for the group adjusted for 
these fair value adjustments was £365,000 (2012: £29,000).
Funding and cash flow
The Group achieved a cash inflow from operating activities  
of £492,000 compared with an inflow of £220,000 in 2012  
and ended the year with gross cash balance of £1,182,000 
(2012: £16,000). 
The Company issued new shares in an investor placing in 
June 2013 with gross proceeds of £3,000,000 in addition to 
share options exercised during the year which generated 
gross proceeds of £55,000. The proceeds of the investor 
placing were used to finance part of the acquisition of the final 
49% of the shares in Minimise Limited acquired in June 2013 
(£850,000) and as part consideration for the acquisition of the 
Group’s 25% shareholding in Invisible Systems Limited made 
in July 2013 (£750,000).
The Group’s Net Cash at 31 August 2013 was £1,048,000 
(2012: Net Debt £1,028,000). The Group has an invoice 
discounting facility with The Bank of Scotland of up to 
£4,500,000, of which £113,000 had been drawn down.
Key performance indicators
The directors set budgets for the year which are reviewed 
against the management accounts on a monthly basis. In 
addition to these results the Directors review a number of key 
performance indicators to assess the performance of the 
Group and assist in decision making. The principal indicators 
monitored are:
f in Anci Al 
r eview APC Technology Group PLC — Annual Report and Accounts 2013 — 11
Gross margin to sales ratio – The Board recognises the 
importance of growing the Group’s turnover but believe that 
this should only be done at acceptable margins. To that end, 
targets are set and monitored. The margin achieved in 2013 
was 30.3% (2012: 29.5%) against a target of 29.3%. The 
Directors were pleased with the improvement achieved year 
on year and compared with target which was a result of the 
focus on sales of higher margin products both in the 
distribution and cleantech businesses.
Overheads to sales ratio – The Board recognises the 
importance of controlling administrative expenses in line with 
the overall level of business. As a technical sales business 
sufficient resources are required to provide the differentiation 
essential to enable the business to offer added value to our 
customers and to ensure that the business is developed to 
deliver profit both in the current period and future years. The 
Overheads to Sales Ratio in 2013 decreased to 28.2% (2012: 
28.6%) compared with target of 18.3%. The higher than target 
overhead to sales ratio resulted from increased staff costs in 
as we increase the resources necessary Minimise Limited to 
grow the business for the long term. 
Profit before tax ratio – The Board recognises that delivering 
a profit before tax is fundamental to the health of the business 
and monitors the profit before tax excluding exception items 
as a percentage of sales to ensure that an acceptable return is 
made. In 2013 the directors set a target of 10.7% and achieved 
an actual PBT to Sales Ratio of 1.7% (2012: 0.2%). The need 
to invest in staff in Minimise Limited to ensure that the Group 
optimises the potential returns over a sustainable period was 
considered by the Directors an essential investment. 
In addition to measures of the profitability of the business the 
Board measures working capital efficiency to ensure that the 
funds invested in the business are effectively managed and 
ensure that the business has sufficient liquidity to meet its 
near-term obligations. The Key Performance Indicators used 
to monitor working capital performance are:
Inventory turns – The Group maintains inventory so that it 
can meet customer demand for scarce and long lead-time 
items and to fulfil customer orders where deliveries are 
scheduled over a number of months or years. During 2013 the 
inventory turned over 9.5 times (2012: 15.4 times) compared 
with a target of 35.6 times. The Board notes that the lower 
inventory turn was a result of inventory carried at the year end 
to satisfy contracts at Minimise Limited.
Trade receivables days – In line with other companies in the 
sector the Group extends credit facilities to customers that 
have a sufficiently good credit rating. As at 31 August 2013  
the receivables days calculated on a count back basis was  
34 days (2012: 63 days). The reduction in receivables days 
resulted from the change in mix of customers associated with 
the growth of Minimise Limited. 
Trade payables days – The Group receives credit from a 
number of suppliers and recognises the importance of paying 
its suppliers in a timely manner. As at 31 August 2013 the 
payables days calculated on a count back basis was 32 days 
(2012: 44 days). The Board considers the change in payables 
acceptable. 
Capital expenditure
There was no significant capital expenditure during the 
financial year. 12 — APC Technology Group PLC — Annual Report and Accounts 2013
Risks and uncertainties
The Directors recognise that risk is inherent in any business and seek to manage risk in a controlled manner. The key business 
risks are set out as follows:
Risk Nature Mitigation
Change  
in year
Economic The Group is subject to many of the same  
general economic risks faced by other  
businesses and especially so during periods  
of economic downturn such has existed since  
the middle of 2008.
The Group seeks to mitigate this risk by 
concentrating on defence, aerospace, 
transportation, medical and industrial sectors 
which have historically been less susceptible to 
short-term economic fluctuations. The Group has 
also entered the market for cleantech products 
where there is increasing demand driven by higher 
energy costs and legislative pressure to reduce 
global carbon dioxide emissions.
ä
Commercial The Group operates in a competitive marketplace 
and faces competition from a number of other 
companies.
The risk is managed by giving primary focus 
to products where the Group is the sole UK 
distributor and where the specific designs are 
registered with the product manufacturer so 
that the Group is sole sourced for that particular 
application. The Group’s energy saving products 
are differentiated by their operating performance 
and by the offering of a more flexible design and 
build service than that offered by our competitors.
ä
Supply chain The Group represents and distributes a range of 
products from a number of different suppliers and 
a significant proportion of the Group’s business 
is long-term and repeat business. To be able to 
deliver continuous supply to customers the Group 
is dependent on continuity of supply over the  
long term.
To manage this risk the Group has established 
close working relationships with its key suppliers 
and diversified the range of products offered to 
the market.
ã
Financing During the year the Group’s funding requirements 
were met through a mixture of long-term loans, 
convertible loan notes and short-term invoice 
discounting facilities.
The board meets regularly with all its funders 
to ensure a good working relationship. The 
share placing in the year and cash inflow from 
operations has significantly reduced the Group’s 
reliance on debt financing for the near term.
ä
Financial The Group has a specific exposure to credit risk, 
interest rate and exchange rate fluctuations. 
These risks have increased in the year due to the 
concentration of customers in Minimise Limited 
and the lack of a natural hedge on sales of 
Minimise products.
The Group has established a number of policies 
to mitigate the risks presented, further details of 
which are presented in note 20 to the financial 
statements.
ã
In addition to regular Board Meetings, the Group holds frequent Executive and Management Meetings at which business  
risks are reviewed. Any areas that are causing concern are discussed and actions are identified and taken to address  
specific concerns.
The risks outlined above are not an exhaustive list of risks faced by the Group and are not intended to be presented in any order 
of priority.
Conclusion
The overall financial health of the Group has strengthened from 2012 to 2013. The improved trading results generated by 
Minimise Limited, the completion of acquisitions in the year and associated share placing have all contributed to improved 
profitability and the elimination of net debt.
Rob Smith
Finance Director
f in Anc i Al 
r eview Continued APC Technology Group PLC — Annual Report and Accounts 2013 — 13
Leonard Seelig
(Non-executive Chairman)
Leonard Seelig has had a successful career in finance spanning 
over 25 years and including senior positions in the US and 
Europe with America’s largest banks. Mr. Seelig is currently 
actively involved both at an operating and board level in several 
companies in the green technology space, including: an 
anaerobic digestion operating and development company 
currently completing construction on its second commercial 
scale plant with a significant roll out planned; a European 
on-shore wind developer with well-developed assets in 
Northern Ireland, Poland and elsewhere; and a solar energy 
development finance company actively involved throughout 
Europe and increasingly in North America and select  
emerging markets.
Mr. Seelig’s educational background includes a Bachelor of 
Commerce from the University of Witwatersrand in South 
Africa, and a Master of Science in Agricultural Economics  
from Texas A&M University in America.
Rob Smith, MSc, FCMA, CGMA
(Finance Director)
Rob joined the Group in January 2010 and was appointed as a 
Director in March 2010. He was previously Finance Director 
and Acting CEO at AIM listed Densitron Technologies plc a 
manufacturer and distributor of electronic displays. Rob has 
also served as Finance Director at AIM listed Curidium Medica 
plc, where he successfully led the sale of the business to 
Avacta Group plc in 2009, and Eco City Vehicles plc, where  
he led the business through the listing process in 2007.  
Rob’s earlier career was spent principally in the electronic 
components industry working for GEC, Centronic and 
International Rectifier. 
 
John (Ian) Davidson
(Non-executive Director)
Ian has 40 years’ experience in the electronic components 
industry. He has led start-up and turnaround situations as well 
as running a number of substantial distribution businesses for 
Diploma PLC, Lex Electronics and most recently the Addtron 
group of companies. During his career he has worked with the 
most technically advanced products, been involved with 
companies such as Intel, NEC and Motorola and recognises the 
importance of differentiation and focus for business success.
Mark Robinson
(Chief Executive Officer)
Mark joined the Group in 1985 as a sales engineer and was 
appointed to the Board in 1992. In June 2001, Mark was 
appointed Managing Director and then Chief Executive Officer 
in September 2004. He has been responsible for the 
expansion into new business areas for the Group and has 
overseen the efforts to enhance operating efficiencies and 
increase market penetration in recent years. 
 
 
 
 
 
 
 
 
 
 
Phil Lancaster
(Managing Director –  
APC Distribution)
Phil joined the Group in 1995 as a product manager and in 
June 2000 was appointed General Manager of APC’s 
distribution business. He was responsible for developing APC 
as a dominant technically-based sales presence in the UK’s 
military and aerospace markets. Phil was appointed to the 
Board in September 2003 and then to Operations Director in 
April 2006. He has been responsible for improving operating 
efficiencies and for the successful integration of the 
Company’s acquisitions. 
Tessa Laws
(Non-executive Director)
Tessa trained as a lawyer, and, once qualified, specialised for 15 
years in corporate law. Tessa established her own legal practice 
and consultancy in 2010 focused primarily on clients within the 
renewable energy and media space – Tessa has undertaken over 
100MW of solar investment work in the UK alone. 
 
BoA rd of directors 14 — APC Technology Group PLC — Annual Report and Accounts 2013
The Directors have pleasure in presenting their report and the 
audited financial statements of APC Technology Group PLC 
(“the Company”) and its subsidiary undertakings (together 
“the Group”) for the year ended 31 August 2013.
Principal activities
The principal activity of the Group and Company in the year 
under review was the supply and distribution of specialist 
electronic components and the sale of energy efficient 
products and services.
Results for the year and dividend
The Group’s profit on ordinary activities after taxation was 
£4,261,000 (2012: £32,000 loss) and is dealt with as shown in 
the consolidated statement of income on page 20. The profit 
for 2013 includes exceptional items of £4,152,000 recorded as 
income in accordance with the provisions of IFRS. 
No interim dividend was paid and it is proposed that no final 
dividend will be paid this year (2012: £nil).
Review of the business and future outlook 
A review of the Group’s activities during the year and future 
outlook, together with the risks and uncertainties faced by the 
Group, are set out in the Chairman’s Statement, Chief 
Executive’s and Financial Reviews on pages 5 to 12.
Events after the reporting period
Options over 234,000 shares were exercised on 6 September 
2013 with proceeds of £31,000.
On 1 November 2013 the Group completed the acquisition 
of the remaining 10% of Minimise Energy Limited that it did 
not previously own for a consideration of £385,000 satisfied 
in cash.
Share capital
Details of the Company’s share capital are set out in note 18 
to the financial statements. The following shares were issued 
during the year:
Date Reason for issue Shares issued
07 September 2012 Consideration for Minimise 
Limited 
489,272
 
01 November 2012 Consideration for CeroUK Ltd 310,000 
01 March 2013 Exercise of options 20,000 
28 May 2013 Exercise of options 62,500 
11 June 2013 Exercise of options 10,763 
24 June 2013 Consideration for Minimise 
Limited 
12,051,947
 
24 June 2013 Exercise of options 159,450 
24 June 2013 Placing 10,000,000 
01 July 2013 Exercise of options 76,457 
15 July 2013 Consideration for Invisible 
Systems Limited
1,558,007 
15 July 2013 Exercise of options 115,000 
15 July 2013 Loan note conversion 2,900,000 
24 July 2013 Exercise of options 32,288 
REPORT OF THE DIRECTORS
Substantial Interests
As at 24 November 2013, the last practical date before 
publication of the Financial Statements, the Group has been 
notified of the following interests of three per cent or more in 
its issued capital:
Number of 
shares
Percentage 
of issued 
capital
Roger Robinson and related family trusts 9,603,821 16.7%
John Mitchell and related family trusts 4,935,500 8.6%
James Weeks 4,313,892 7.5%
Henderson Global Investors 4,191,667 7.3%
Hargreave Hale Limited 3,985,000 6.9%
Marco Franchi 3,440,326 6.0%
Lance Ridden 3,330,342 5.8%
Directors
During the year Will David stood down as Chairman on 
25 January 2013 and as a Director of the Company on 29 May 
2013. Tessa Laws was appointed as a Director and Leonard 
Seelig as Chairman and a Director on 25 January 2013. 
The names of the Directors who served during the year are  
set out below. 
W. David
M. Robinson
P. Lancaster
R. Smith 
J. Davidson 
L. Seelig
T. Laws
Mr R. Smith retires by rotation and, being eligible, offers 
himself for re-election. Mr Smith’s biography is set out in the 
Board of Directors section on page 13 of this report. Mr Smith 
has a letter of appointment, as described in the Report of the 
Remuneration Committee on page 17. A resolution to 
reappoint Mr Smith will be proposed at the forthcoming 
Annual General Meeting (Resolution 2).
Mr J. Davidson retires by rotation and, being eligible, offers 
himself for re-election. Mr Davidson’s biography is set out  
in the Board of Directors section on page 13 of this report.  
Mr Davidson has a letter of appointment, as described in  
the Report of the Remuneration Committee on page 17.  
A resolution to reappoint Mr Davidson will be proposed  
at the forthcoming Annual General Meeting (Resolution 3).
Mr L. Seelig was appointed by the Directors and being eligible, 
offers himself for re-election by the members. Mr Seelig’s 
biography is set out in the Board of Directors section on page 
13 of this report. Mr Seelig has a letter of appointment, as 
described in the Report of the Remuneration Committee on 
page 17. A resolution to reappoint Mr Seelig will be proposed 
at the forthcoming Annual General Meeting (Resolution 4). APC Technology Group PLC — Annual Report and Accounts 2013 — 15
Directors’ interests
Details of share options held by the Directors over the ordinary 
shares of the Group are set out in the Report of the 
Remuneration Committee.
Share option plan
In June 2003 the Board approved a new share option scheme, 
the 2003 Employee Share Option Scheme, which superseded 
the previous share option plan established in 1996. On 
6 September 2013 the Directors approved the adoption of 
the 2013 Employee Share option Scheme, which supersedes 
the 2003 plan. Details of the scheme are set out in note 18 
to the financial statements.
Employment policies
The Directors recognise the important role played by 
the Group’s employees in its past success and future 
development and are committed to providing an environment 
which will attract, motivate and reward high quality employees.
Financial participation in the Group’s growth and success is 
encouraged by means of the share option scheme, as set out 
in the Report of the Remuneration Committee on page 17.
It is the policy of the Directors to encourage the employment 
and training of disabled people wherever appropriate and to 
evaluate all employees on the basis of merit.
Policy and practice on payment of creditors
Whilst the Group does not have a formal payment code, the 
Group agrees payment terms with its suppliers when it enters 
into binding purchase contracts. It is the Group’s policy to 
adhere to the payment terms agreed with its suppliers 
whenever it is satisfied that the supplier has provided the 
goods or services in accordance with the agreed terms and 
conditions. The ratio between the amounts invoiced to the 
Group by its suppliers during the year ended 31 August 2013 
and the amounts owed to its trade creditors at the year end 
was 45 days (2012: 37 days). 
Going concern
On the basis of current financial projections and available 
funds and facilities, the directors are satisfied that the Group 
and Parent Company have adequate resources to continue in 
operation for the foreseeable future and therefore consider it 
appropriate to prepare the financial statements on the going 
concern basis.
Research and development
Development costs were £Nil (2012: £5,000). These costs 
had been treated as an intangible asset in the previous years’ 
consolidated accounts and were being amortised over 4 
years. The board reviewed the carrying value of development 
costs at 31 August 2013 and concluded that, as the products 
were no longer promoted by the Group, it was not appropriate 
to treat them as an asset of the Group and has accordingly 
written off the cost as an administrative expense in 2013.
Donations
During the period £2,490 (2012: £780) was donated to 
charities. There were no political donations.
Auditor
Baker Tilly UK Audit LLP have indicated their willingness to 
continue as auditor.
As far as the Directors are aware there is no relevant audit 
information of which the Group’s auditor is unaware. The 
Directors have taken all the steps that ought to have been 
taken as Directors in order to make themselves aware of any 
relevant audit information and to establish that the Group’s 
auditor is aware of that information.
Annual General Meeting
The Annual General Meeting of the Company will be held on 
Friday 31 January 2014 at 12 noon at the offices of Redleaf 
Polhill, First Floor, 4 London Wall Buildings, Blomfield Street, 
London, EC2M 5NT. The text of all of the proposed 
Resolutions is set out in the Notice of Annual General Meeting 
on page 51.
By Order of the Board
R. Smith
Secretary
6 December 2013 16 — APC Technology Group PLC — Annual Report and Accounts 2013
Since November 2002 the Company’s shares have been listed 
on the Alternative Investment Market (AIM). As an AIM listed 
company, the Company is not required to follow the provisions 
of the UK Corporate Governance Code published by the 
Financial Reporting Council. Nevertheless, the Board is 
committed to high standards of corporate governance 
throughout the Group. The Board is accountable to the 
Company’s shareholders for good governance and this 
statement describes principles of corporate governance that 
have been applied by the Company.
The Board of Directors
The activities of the Group are ultimately controlled by the 
Board of Directors. All Directors are subject to retirement  
and re-election by rotation.
During the year under review the Board consisted of three 
executive Directors and either two or three Non-executive 
Directors. Will David served as Non-executive Chairman up  
to 25 January 2013 and Leonard Seelig took over this position 
from that date on. The Non-executive Directors represent a 
strong and independent element and their views carry 
considerable weight in the Board’s decision-making process. 
The Group has a formal policy setting out the matters that 
require approval of the Board. This covers the major areas of 
decision-making in all aspects of the Group’s affairs.
Committees of the Board
The Audit Committee meets at least twice a year and 
considers the appointment of the external auditors as well as 
discussing with them the findings of the audit and any reports 
to the management or those charged with governance arising 
from it. The Committee is also responsible for monitoring 
compliance with accounting and legal requirements and for 
reviewing the interim and annual reports before publication. 
The Audit Committee consisted of Will David and Ian Davidson 
up to 25 January and Leonard Seelig and Ian Davidson after 
this date. Meetings of the committee are attended by Finance 
Director Rob Smith and other Executive Directors when 
appropriate.
The Remuneration Committee operated under the 
chairmanship of Will David up to 25 January 2013 and Leonard 
Seelig after that date. The committee is responsible for setting 
the remuneration of Directors and senior management, as well 
as reviewing the remuneration policy throughout the Group. 
The Report of the Remuneration Committee is set out on  
page 17.
CORPORATE GOVERNANCE STATEMENT
Owing to the small size of the Group’s Board, it is not 
considered necessary to have a formal Nomination Committee 
for the purpose of making recommendations regarding senior 
Board appointments. All of the members of the Board are 
involved in the decision-making process for Board and other 
senior management appointments.
Internal control
The Directors are responsible for establishing and maintaining 
the Group’s system of internal control. This system of internal 
control is designed to safeguard the Group’s assets and to 
ensure that proper accounting records are maintained and 
that financial information produced by the Group is reliable. 
There are inherent limitations in any system of internal control 
and such a system can provide only reasonable, but not 
absolute, assurance against material misstatement or loss. 
The Directors, through the Audit Committee, have reviewed 
the effectiveness of the Group’s system of internal control. APC Technology Group PLC — Annual Report and Accounts 2013 — 17
The Remuneration Committee operated under the chairmanship of Will David up to 25 January 2013 and Leonard Seelig after 
that date. It was formed in order to review the remuneration of Executive Directors and senior management, together with 
remuneration policy for the Group as a whole, and to make recommendations to the Board. 
Remuneration policy
Remuneration
In order to safeguard the interests of the Group, the Committee aims to provide Executive Directors and employees of the Group 
with a remuneration package set to attract, retain and motivate Directors and employees of the appropriate calibre. Bonus 
schemes are determined for each financial year, based on the Group’s financial performance, targets for which are approved  
by the Remuneration Committee.
Share options
The APC Technology Group PLC Company Share Option Plan was established on 7 October 1996 for the benefit of all 
employees of the Group employed at that date as well as certain of the Directors. On 17 June 2003 the Board approved the 
establishment of a new plan, the 2003 Employee Share Option Scheme, which superseded the 1996 plan. On 6 September 
2013 the Board approved the establishment of a new plan, the 2013 Employee Share Option Scheme, which superseded the 
2003 plan.
The 2003 and 2013 Employee Share Option Schemes require that certain performance conditions must be satisfied before 
options may be exercised. The performance conditions are based on achievement of budgeted profit before taxation.
Details of the share options granted to directors and outstanding as at 31 August 2013 are listed below:
Date granted Latest date exercisable Ordinary shares of 2p
Exercise 
Price
M. Robinson 10 September 2004 
6 October 2004
9 September 2014 
5 October 2014
500,000 
232,050
9.0p 
9.0p
P. Lancaster 10 September 2004 
6 October 2004
9 September 2014 
5 October 2014
500,000 
117,000
9.0p 
9.0p
R. Smith 5 March 2010 
16 May 2011
4 March 2020 
15 May 2021
250,000 
250,000
10.0p 
14.5p
J. Davidson 22 January 2010 21 January 2020 25,000 10.0p
20 September 2012 19 September 2022 75,000 10.0p
L. Seelig 25 January 2013 24 January 2023 100,000 24.75p
T. Laws 20 September 2012 19 September 2022 100,000 10.0p
In each case these options are exercisable in various proportions dependent upon the performance of the Group. The earliest 
date on which each proportion can be exercised is the date on which the results for the relevant financial year are announced.
Service contracts
Each of the Executive Directors that served in the year had a service agreement that may be terminated by either party upon 
giving between six months and one year’s written notice to expire at any time. Non-executive Directors have letters of 
appointment which are terminable at the will of either party.
Pensions
The Group makes contributions to defined contribution pension schemes for the benefit of the Executive Directors. The Group 
maintains health care insurance for the benefit of the Executive Directors and certain employees and their dependents. 
Directors’ emoluments (audited)
Salary 
and fees 
£000
Bonus
 £000
Benefits 
in kind 
£000
Employer’s 
national 
insurance
£000
Total emoluments 
(excluding pensions)
Pension  
contributions
2013
£000
2012
£000
2013
£000
2012
£000
W. David 18 – – 2 20 26 – –
M. Robinson 107 30 17 20 174 150 3 3
P. Lancaster 84 15 14 15 128 115 4 4
R. Smith 84 15 3 13 115 110 4 4
L. Seelig 14 – – 14 – – –
T. Laws 12 – – 12 – – –
J. Davidson 15 – – 15 39 – –
334 60 34 50 478 440 11 11
Benefits in kind shown in the table above comprise the provision of a motor car and private health insurance.
REPORT OF THE REMUNERATION COMMITTEE 18 — APC Technology Group PLC — Annual Report and Accounts 2013
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the Directors’ 
Report and the financial statements, in accordance with 
applicable law and regulations.
Company law requires the directors to prepare group and 
company financial statements for each financial year. The 
Directors are required by the AIM Rules of the London Stock 
Exchange to prepare Group financial statements in 
accordance with International Financial Reporting Standards 
(“IFRSs”) as adopted by the European Union (EU) and have 
elected under company law to prepare the company financial 
statements in accordance with IFRS as adopted by the EU.
The financial statements are required by law and IFRS 
adopted by the EU to present fairly the financial position of the 
Group and the Company and the financial performance of the 
Group and the Company. The Companies Act 2006 provides 
in relation to such financial statements that references in the 
relevant part of that Act to financial statements giving a true 
and fair view are references to their achieving a fair 
presentation.
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 parent 
company and of the profit or loss of the Group for that period.
In preparing the Group and Company financial statements, the 
Directors are required to:
•	 Select suitable accounting policies and then apply them 
consistently;
•	 Make judgements and estimates that are reasonable and 
prudent;
•	 State whether they have been prepared in accordance with 
IFRSs adopted by the EU; and
•	 Prepare the financial statements on the going concern 
basis unless it is inappropriate to presume that the group 
and the Company will continue in business.
The Directors are responsible for keeping adequate 
accounting records that are sufficient to show and explain the 
Group’s and the Company’s transactions and disclose with 
reasonable accuracy at any time the financial position of the 
Group and the Company and enable them to ensure that the 
financial statements comply with the Companies Act 2006. 
They are also responsible for safeguarding the assets of the 
Group and the Company 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 corporate and financial information included  
on the APC Technology Group PLC website. APC Technology Group PLC — Annual Report and Accounts 2013 — 19
We have audited the Group and parent company financial 
statements (“the financial statements”) on pages 20 to 50.  
The financial reporting framework that has been applied in 
their preparation is applicable law and International Financial 
Reporting Standards (IFRSs) as adopted by the European 
Union and, as regards the parent company financial 
statements, as applied in accordance with the provisions  
of the Companies Act 2006. 
This report is made solely to the company’s members, as 
a body, in accordance with Chapter 3 of Part 16 of the 
Companies Act 2006. Our audit work has been undertaken so 
that we might state to the company’s members those matters 
we are required to state to them in an auditor’s report and for 
no other purpose. To the fullest extent permitted by law, we do 
not accept or assume responsibility to anyone other than the 
company and the company’s members as a body, for our 
audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditor
As more fully explained in the Directors’ Responsibilities 
Statement set out on page 18, 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 International Standards 
on Auditing (UK and Ireland). Those standards require us to 
comply with the Auditing Practices Board’s (APB’s) Ethical 
Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements 
is provided on the Financial Reporting Council’s website at 
http://www.frc.org.uk/Our-Work/Codes-Standards/Audit-and-
assurance/Standards-and-guidance/Standards-and-
guidance-for-auditors/Scope-of-audit/UK-Private-Sector-
Entity-(issued-1-December-2010).aspx
Opinion on financial statements
In our opinion 
•	 the financial statements give a true and fair view of the state 
of the group’s and the parent’s affairs as at 31 August 2013 
and of the Group’s profit for the year then ended;
•	 the Group’s financial statements have been properly 
prepared in accordance with IFRSs as adopted by the 
European Union
•	 the parent financial statements have been properly 
prepared in accordance with IFRSs as adopted by the 
European Union and as applied in accordance with the 
Companies Act 2006; and
•	 the financial statements have been prepared in accordance 
with the requirements of the Companies Act 2006.
INDEPENDENT AUDITOR’S REPORT 
TO THE MEMBERS OF APC TECHNOLOGY GROUP PLC
Opinion on other matter prescribed by the Companies  
Act 2006
In our opinion the information given in the Directors’ Report 
for the financial year for which the financial statements are 
prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters 
where the Companies Act 2006 requires us to report to you if, 
in our opinion:
•	 adequate accounting records have not been kept by the 
parent company, or returns adequate for our audit have not 
been received from branches not visited by us; or
•	 the parent company financial statements are not in 
agreement with the accounting records and returns; or
•	 certain disclosures of directors’ remuneration specified by 
law are not made; or
•	 we have not received all the information and explanations 
we require for our audit. 
Colin Roberts, FCA
For and on behalf of Baker Tilly UK Audit LLP, Statutory 
Auditor 
Chartered Accountants
Third Floor,
One London Square,
Cross Lanes,
Guildford GU1 1UN
6 December 2013  20 — APC Technology Group PLC — Annual Report and Accounts 2013
2013 2012
Note £000 £000
Revenue 2 21,657 13,644 
Cost of sales (15,100) (9,621)
Gross profit 6,557 4,023 
Administrative expenses (6,098) (3,906)
Share of results of associates 12 (2) 10 
Operating profit before exceptional items 457 127 
Exceptional items 9 4,152 –
Operating profit 3 4,609 127 
Financing income 4 9 8 
Financing costs 4 (101) (106)
Profit before taxation 4,517 29 
Taxation expense 7 (256) (61)
Profit/(loss) for the financial year 4,261 (32)
Attributable to:
Equity holders of the parent 4,065 13 
Non-controlling interests 196 (45)
4,261 (32)
Basic earnings per share 8 11.6p 0.0p
Diluted earnings per share 8 11.2p 0.0p
There were no other items of comprehensive income. Accordingly, no consolidated statement of comprehensive income has 
been prepared.
There were no discontinued activities in either 2013 or 2012.
COns Oli DAte D st Atement Of i nCOme
Fo R Th E y EAR ENdEd 31 Au Gu ST 2013 APC Technology Group PLC — Annual Report and Accounts 2013 — 21
2013 2012
Note £000 £000
n on-current assets
 Intangible assets 9 7,173 2,671 
 Property, plant and equipment 10 192 144 
 Investment in associates 12 1,243 306 
 Financial assets 12 – 207 
8,608 3,328 
Current assets
 Inventories 14 1,592 625 
 Trade and other receivables 15 3,987 2,300 
 Cash and cash equivalents 21 1,182 16 
6,761 2,941 
t otal assets 15,369 6,269 
Current liabilities
 Trade and other payables 16 (4,530) (1,774)
 Borrowings 16 (134) (805)
 Current tax liability 16 (32) (55)
(4,696) (2,634)
t otal assets less current liabilities 10,673 3,635 
n on-current liabilities
 Borrowings 17 – (239)
 Financial Liabilities 17 (60) –
 deferred tax liability 13 (22) (9)
n et assets 10,591 3,387 
equity holders of the parent
 Called-up share capital 18 1,147 592 
 Share premium account 8,010 790 
 Share option reserve 295 261 
 o ther reserves – 9 
 Retained earnings 1,180 1,787 
equity holders of the parent 10,632 3,439 
 Non-controlling interests (41) (52)
t otal equity 10,591 3,387 
The financial statements on pages 20 to 50 were approved and authorised for issue by the Board of directors on 6 december 
2013 and were signed on its behalf by:
m. R. Robinson    R. s. smith
director     director
APC t echnology Group Pl C
Registered No: 01635609
COns Oli DAte D st Atement Of fin AnCiAl POsitiOn
AS AT 31 Au Gu ST 2013 22 — APC Technology Group PLC — Annual Report and Accounts 2013
2013 2012
Note £000 £000
n on-current assets
 Intangible assets 9 2,583 2,583
 Property, plant and equipment 10 108 128 
 Investment in subsidiaries 11 5,789 390 
 Investment in associates 12 1,245 306 
 Financial asset – 137 
9,725 3,544 
Current assets
 Inventories 14 497 625 
 Trade and other receivables 15 2,942 2,527 
 Cash and cash equivalents 21 319 11 
3,758 3,163 
t otal assets 13,483 6,707 
Current liabilities
 Trade and other payables 16 (1,960) (1,812)
 Borrowings 16 (134) (805)
 Current tax liability 16 – (55)
(2,094) (2,672)
   
t otal assets less current liabilities 11,389 4,035 
n on-current liabilities
 Borrowings 17 (224) (463)
 deferred tax liability 13 (6) (9)
n et assets 11,159 3,563 
equity attributable to equity holders of the company
 Called-up share capital 18 1,147 592 
 Share premium account 8,010 790 
 Share option reserve 295 261 
 o ther reserves – 9 
 Retained earnings 1,707 1,911 
t otal equity 11,159 3,563 
The financial statements on pages 20 to 50 were approved and authorised for issue by the Board of directors on 6 december 
2013 and were signed on its behalf by:
m. R. Robinson    R. s. smith
director     director
COmPAny st Atement Of fin AnCiAl POsiti On
AS AT 31 Au Gu ST 2013 APC Technology Group PLC — Annual Report and Accounts 2013 — 23
Attributable to the equity owners of the parent
Non-controlling 
interests
Share Share option
Share premium valuation o ther Retained Retained
capital account reserve reserves earnings Total earnings Total
£000 £000 £000 £000 £000 £000 £000 £000
Group
At 31 August 2011 514 577 254 11 1,767 3,123 (7) 3,116
Profit for the year – – – – 13 13 (45) (32)
t otal comprehensive income for the year – – – – 13 13 (45) (32)
t ransactions with owners
Issue of new shares 78 213 – – – 291 – 291
Convertible loan notes – – – (2) 7 5 – 5
Share option charge – – 7 – – 7 – 7
78 213 7 (2) 7 303 – 303 
At 31 August 2012 592 790 261 9 1,787 3,439 (52) 3,387 
Profit for the year – – – – 4,065 4,065 196 4,261
t otal comprehensive income for the year – – – – 4,065 4,065 196 4,261 
t ransactions with owners
Issue of new shares 555 7,220 – – – 7,775 – 7,775
Convertible loan notes – – – (9) 9 – – –
Non-controlling interest acquired – – – – 185 185 (185) –
IAS 27 transfer to reserves on business 
acquisition – – – – (4,866) (4,866) – (4,866)
Share option charge – – 34 – – 34 – 34
555 7,220 34 (9) (4,672) 3,128 (185) 2,943
At 31 August 2013 1,147 8,010 295 – 1,180 10,632 (41) 10,591 
COns Oli DAte D st Atement Of Ch AnG es in e quity
Fo R Th E y EAR ENdEd 31 Au Gu ST 2013 24 — APC Technology Group PLC — Annual Report and Accounts 2013
Share Share option
Share premium valuation o ther Retained
capital account reserve reserves earnings Total
£000 £000 £000 £000 £000 £000
Company
At 31 August 2011 514 577 254 11 1,786 3,142 
Profit for the year – – – – 118 118 
t otal comprehensive income for the year – – – – 118 118 
t ransactions with owners
Issue of new shares 78 213 – – – 291 
Convertible loan notes – – – (2) 7 5 
Share option charge – – 7 – – 7 
78 213 7 (2) 7 303 
At 31 August 2012 592 790 261 9 1,911 3,563 
Profit for the year – – – – (205) (205)
t otal comprehensive income for the year – – – – (205) (205)
t ransactions with owners
Issue of new shares 555 7,220 – – – 7,775 
Convertible loan notes – – – (9) 1 (8)
Share option charge – – 34 – – 34 
555 7,220 34 (9) 1 7,801 
At 31 August 2013 1,147 8,010 295 – 1,707 11,159 
n otes to the Consolidated and Company statements of Changes in equity
Share capital and premium
When shares are issued, the nominal value of the shares is credited to the share capital reserve. Any premium paid above the 
nominal value is taken to the share premium reserve. APC Technology Group PLC shares have a nominal value of 2p per share.
Share option valuation reserve
The share option valuation reserve arises as the expense of issuing share-based payments is recognised over time. The reserve 
will fall as share options vest and are exercised, and the impact of the subsequent dilution of earnings crystallises, but the 
reserve may equally rise or see any reduction offset, as new potentially dilutive share options are issued.
Other reserves
The reserve arises as a result of assessing the equity component of the Convertible Loan Notes issued during 2009, 2012 and 
2013. The Convertible Loan Notes were exercised in full during 2012 and 2013.
Retained earnings
The retained earnings reserve records the accumulated profits and losses of the Group since inception of the business.  
Where subsidiary undertakings are acquired, only profits arising from the date of acquisition are included. Transactions with 
non-controlling interests that do not result in loss of control are accounted for as equity transactions – that is, as transactions 
with the owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant share 
acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to  
non-controlling interests are also recorded in equity.
COmPAny s t Atement O f Ch AnGes in e quity
Fo R Th E y EAR ENdEd 31 Au Gu ST 2013 APC Technology Group PLC — Annual Report and Accounts 2013 — 25
Group Group Company Company
2013 2012 2013 2012
Note £000 £000 £000 £000
Reconciliation of cash flows from operating activities
Profit before taxation for the financial year 4,517 29 (140) 169 
Share of results of associates 12 2 (10) – (10)
Gain on disposal of property, plant and equipment 1 23 4 23 
Finance costs 4 101 106 86 105 
Finance income 4 (9) (8) (7) (5)
Financial Asset Provision 12 143 – 143 –
Taxation 7 (58) (49) (58) (49)
depreciation and amortisation 3 92 72 35 59 
(Increase)/decrease in inventories (946) 136 128 136 
(Increase)/decrease in trade and other receivables 15 (1,434) 247 (535) 47 
decrease/(Increase) in trade and other payables 2,201 (333) (32) (273)
Fair value adjustments (4,152) – 61 –
Share-based payments 34 7 34 7 
n et cash from operating activities 492 220 (281) 209 
Cash flows from investing activities
Acquisition of property, plant and equipment 10 (113) (29) (19) (21)
Acquisition of subsidiary undertakings, net of cash acquired (879) – (1,021) –
Acquisition of shares in associate 12 (750) (67) (750) (67)
Proceeds from sale of equipment 14 – – –
Eligible development costs capitalised 9 – (5) – –
net cash used in investing activities (1,728) (101) (1,790) (88)
Cash flows from financing activities
Finance costs (101) (106) (85) (105)
h ire Purchase Contracts 39 – – –
Proceeds of Share Issue 3,056 – 3,056 –
Proceeds from issue of convertible loan notes 100 100 100 100 
Bank short-term invoice discounting facility (567) (21) (567) (21)
Repayment of bank loan facility (125) (125) (125) (125)
net cash from/(used) in financing activities 2,402 (152) 2,379 (151)
increase/(Decrease) in net cash 1,166 (33) 308 (30)
Cash and cash equivalents as at 1 September 16 49 11 41 
Increase/(decrease) in net cash 1,166 (33) 308 (30)
Cash and cash equivalents as at 31 August 1,182 16 319 11 
COn sOli DAte D An D COmPAny st Atement  
Of CA sh fl OWs
Fo R Th E y EAR ENdEd 31 Au Gu ST 2013 26 — APC Technology Group PLC — Annual Report and Accounts 2013
1. Accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have 
been applied consistently to all the years presented, unless otherwise stated.
General
APC Technology Group PLC is a public limited company (“the Company”) incorporated in the u nited Kingdom under the 
Companies Act 2006 (registration number 01635609).
The Company is domiciled in the u nited Kingdom and its registered address is 47 Riverside, Medway City Estate, Rochester, 
Kent ME2 4dP. The Company’s o rdinary Shares are traded on the Alternative Investment Market (“AIM”) of the London Stock 
Exchange. The Group’s principal activities are the distribution of specialist electronic components and the sale of smart energy 
saving products and services.
Basis of preparation
Statement of compliance
These Financial Statements have been prepared under the historical cost convention, as modified by the revaluation of certain 
financial assets at fair value, as required by IAS 39 Financial Instruments: Recognition and Measurement. The basis of 
consolidation is set out below. These financial statements have been prepared in accordance with IFRS as adopted by the 
European u nion, and with those parts of the Companies Acts applicable to companies reporting under IFRS.
A separate statement of comprehensive income for the parent company has not been presented as permitted by section 408(3) 
of the Companies Act 2006. The parent Company incurred a loss after tax of £205,000 (2012: £118,000 profit). 
Functional and presentational currency
These consolidated financial statements are presented in u K Sterling, which is the Company’s functional currency. All financial 
information presented in u K Sterling has been rounded to the nearest thousand unless otherwise stated.
Use of estimates and judgements
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and 
assumptions that affect the application of policies and reported amounts in the financial statements. The valuation of intangible 
non-current assets, as set out in note 9, involves a higher degree of judgement and complexity and assumptions and estimates 
that are significant to the financial statements have been made.
Accounting developments
a. IFRS 13 Fair Value Measurement was issued in May 2011 and is effective for periods commencing on or after 1 January 2013. 
It summarises measurement and disclosure requirements for items measured at fair value and could increase disclosure for 
items at fair value.
b. A number of other new standards, amendments to standards and interpretations are effective for the year ended  
31 August 2013. These are either not relevant or have had no material impact on the Group.
c. There are also a number of new standards, amendments to standards and interpretations that have been issued but not 
adopted by the European u nion that when adopted will be effective for financial statements after this reporting period. None 
of these is expected to have a material impact on the results or financial position of the Group.
Revenue
Revenue represents income for the sales of goods and services, net of discounts, returns and rebates, to external customers at 
invoice value less value added tax. Revenue is recognised when the goods are despatched and the risks and rewards of 
ownership have been transferred to the customer, there is no continuing management involvement and the amount of revenue 
can be measured reliably. Commission income is recognised when payment has been received from the principal. 
Basis of consolidation
The consolidated statement of comprehensive income and statement of financial position include the accounts of the Company 
and all its subsidiaries made up to 31 August 2013. The results of subsidiaries acquired are included in the consolidated 
statement of comprehensive income from the date control passes. Intra-group revenues and profits are eliminated fully  
on consolidation.
Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding 
of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of 
accounting. u nder the equity method, the investment is initially recognised at cost, and the carrying amount is increased or 
decreased to recognise the investor’s share of the profit or loss of the investee after the date of acquisition. The Group’s 
investment in associates includes goodwill identified on acquisition.
nOtes
FoRMING PART oF Th E FINANCIAL STATEMENTS APC Technology Group PLC — Annual Report and Accounts 2013 — 27
1. Accounting policies continued
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the 
statement of financial position, the acquiree’s identifiable assets, liabilities and contingent liabilities are initially recognised at 
their fair values at the acquisition date. 
Goodwill
Goodwill represents the excess of the cost of a business combination over, in the case of business combinations completed 
prior to 1 January 2010, the Group’s interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired 
and, in the case of business combinations completed on or after 1 January 2010, the total acquisition date fair value of the 
identifiable assets, liabilities and contingent liabilities acquired.
For business combinations completed prior to 1 January 2010, cost comprises the fair value of assets given, liabilities assumed 
and equity instruments issued, plus any direct costs of acquisition. Changes in the estimated value of contingent consideration 
arising on business combinations completed by this date are treated as an adjustment to cost and, in consequence, result in a 
change in the carrying value of goodwill.
For business combinations completed on or after 1 January 2010, cost comprised the fair value of assets given, liabilities 
assumed and equity instruments issued, plus the amount of any non-controlling interests in the acquiree plus, if the business 
combination is achieved in stages, the fair value of the existing equity interest in the acquiree. Contingent consideration is 
included in cost at its acquisition date fair value and, in the case of contingent consideration classified as a financial liability, 
re-measured subsequently through profit or loss. For business combinations completed on or after 1 January 2010, direct costs 
of acquisition are recognised immediately as an expense.
Goodwill is capitalised as an intangible asset. Where the fair value of identifiable assets, liabilities and contingent liabilities 
exceed the fair value of consideration paid, the excess is credited in full to the consolidated statement of comprehensive income 
on the acquisition date.
Goodwill is reviewed for impairment at least every six months. The recoverable amount is estimated at each statement of 
financial position date. An impairment loss is recognised when the carrying amount of an asset or its cash generating unit 
exceeds its recoverable amount. Any impairment is recognised immediately in the statement of comprehensive income and is 
not subsequently reversed.
Research and development
In accordance with IAS38 Intangible Assets, expenditure incurred on research and development, is distinguished as relating to a 
research phase or to a development phase. All research phase expenditure is charged to the statement of income. development 
expenditure is capitalised as an internally generated intangible asset only if it meets strict criteria, relating in particular to 
technical feasibility and generation of future economic benefits. Expenditure that cannot be classified into these two categories 
is treated as being incurred in the research phase.
Expenditure capitalised is amortised over its useful economic life, up to a maximum of 15 years from entry into service of the 
product. Amortisation is included within administrative expenses in the Consolidated Statement of Income.
Property, plant and equipment
depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life:
Short leaseholds o ver the remaining period of the lease – straight line
Plant and machinery Parent company – 25% on reducing balance
Subsidiary companies – straight line between 3 and 5 years
Fixtures, fittings, tools and equipment Parent company – 25% on reducing balance
Subsidiary companies – straight line between 3 and 5 years
Exhibition and demonstration equipment Straight line between 2 and 3 years
Property, plant and equipment are measured at historical cost less accumulated depreciation.
Impairment reviews of fixed assets are undertaken if there are indications that the asset’s recoverable amount may be less than 
the carrying values.
Investments
Investments in subsidiary undertakings held as non-current assets are stated at cost less any provision for impairment. 
Investment in assets available for sale are carried at fair value, any movement in fair value is recognised in the statement of 
comprehensive income. 28 — APC Technology Group PLC — Annual Report and Accounts 2013
Notes forming part of the financial statements continued
1. Accounting policies continued
Inventories
Inventories are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow moving 
items, on a first in first out basis.
Taxation
The taxation expense represents the sum of the tax currently payable and deferred tax. Tax currently payable is based on 
taxable profits or losses for the period and is calculated using enacted tax rates.
deferred taxation is provided on temporary differences between the carrying amounts of assets and liabilities for financial 
reporting purposes and the amounts used for taxation purposes. The Group has chosen not to adopt a policy of discounting the 
deferred tax provision. deferred tax assets are recognised only to the extent that the directors consider it more likely than not 
that there will be suitable profits from which the future reversal of the temporary differences can be deducted.
Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rate of exchange ruling at the statement of financial 
position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of the 
transactions. Resulting exchange differences are taken into account in arriving at the operating result.
Leases
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating 
leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income 
statement on a straight-line basis over the period of the lease.
The group leases certain property, plant and equipment. Leases of property, plant and equipment where the Group has 
substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease’s 
commencement at the lower of the fair value of the leased property and the present value of the minimum lease payments.
Each lease payment is allocated between the liability and finance charges. The corresponding rental obligations, net of finance 
charges, are split between short-term and long-term payables in accordance with their repayment terms. The interest element of 
the finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest 
on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases is 
depreciated over the shorter of the useful life of the asset and the lease term.
Pension
The Group operates a stakeholder defined contribution scheme for directors and staff and also contributes to personal pension 
schemes of other directors and staff. The assets of the scheme are held separately from those of the Group in an independently 
administered fund. Contributions are charged to the statement of comprehensive income when they fall due for payment or 
when the employee provides the services giving rise to the pension contribution.
Financial instruments
The Group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability 
or an equity instrument in accordance with the substance of the contractual arrangement.
Financial assets are recognised when the Group has rights or other access to economic benefits. Such assets consist of cash,  
a contractual right to receive cash or other financial assets, or a contractual right to exchange financial instruments with another 
entity on potentially favourable terms. Financial liabilities are recognised when there is an obligation and that obligation is a 
contractual liability to deliver cash or another financial asset or exchange financial instruments with another entity on potentially 
unfavourable terms. When these criteria no longer apply, a financial asset or liability is no longer recognised.
Financial assets and liabilities are recognised at fair value, which in the case of trade receivables and trade payables is similar to 
cost, and are detailed in note 21.
Where the fair value of an asset’s carrying amount falls below the asset’s carrying value, any difference is, in the case of non-
current assets, provided for if it is regarded that the impairment is permanent. In the case of current assets, provision is only 
made to the extent that it is considered as resulting in a lower net realisable value.
Invoice discounting
The Group has an agreement with the Bank of Scotland plc whereby its trade receivables are invoice discounted, with recourse 
after 120 days. o n the basis that the benefits and risks attaching to the debts remain with the Company, the gross debts  
are included as an asset within trade receivables and the proceeds received are included within bank loans and overdrafts  
as a liability. APC Technology Group PLC — Annual Report and Accounts 2013 — 29
1. Accounting policies continued
Share options
The Group issues equity-settled share-based payments to certain employees in the form of share options over shares in the 
Parent Company. Equity-settled share-based payments are measured at fair value at the date of the grant, calculated using an 
independent valuation model, taking into account the terms and conditions upon which the options were granted. Non-market 
vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each statement of 
financial position date. The fair value is expensed on a straight line basis over the vesting period, based on the Group’s estimate 
of shares that will eventually vest, with the corresponding credit to equity.
2. Revenue and segmental information
Operating Segments
IFRS 8 “operating segments”, requires consideration of the chief operating decision maker (‘Cod M’) within the Group. In line 
with the Group’s internal reporting framework and management structure, the key strategic and operating decisions are made  
by the CEo , who reviews internal monthly management reports, budget and forecast information as part of this.
Accordingly the CEo is deemed to be the C od M.
o perating segments have then been identified based on the reporting information and management structures within the Group. 
The Group has one customer representing over 10% of revenue and most of the revenue in the Cleantech segment was derived 
from this one customer.
The Group operates in two trading business segments.
•	 The distribution of specialist electronic components (distribution).
•	 The sale of smart energy saving products and services (Cleantech).
The Group also contains a central services segment that provides support to the trading businesses.
In the table below reportable segment assets and liabilities include inter segment balances. These have been included to reflect 
the assets and liabilities of the segment as monies are freely moved around the group to provide funding for working capital 
where required.
s egmental information
distribution
£000
Cleantech
£000
t otal
£000
2013      
Revenue 
Total 12,706 8,951 21,657
Intercompany – – –
Revenue from external customers 12,706 8,951 21,657
Profit /(loss) before tax 127 363 490
statement of f inancial Position
Assets 6,839 4,191 11,030
Liabilities (2,303) (2,454) (4,757)
Net assets 4,536 1,737 6,273
Other
Net finance income/(expense) (92) (79) (171)
Capital expenditure 19 133 152
– Property, plant and equipment 84 108 192
– deprecation 59 6 65 30 — APC Technology Group PLC — Annual Report and Accounts 2013
Notes forming part of the financial statements continued
2. Revenue and segmental information continued
s egmental information
distribution
£000
Cleantech
£000
t otal
£000
2012      
Revenue 
Total 13,458 242 13,700
Intercompany – (56) (56)
Revenue from external customers 13,458 186 13,644
Profit /(loss) before tax 426 (397) 29
Balance s heet
Assets 5,695 569 6,264
Liabilities (1,196) (1,119) (2,315)
Net assets 4,499 (550) 3,949
Other
Net finance income/(expense) (98) 2 (96)
Capital expenditure 21 8 29
– Property, plant and equipment 125 19 144
– deprecation 59 6 65
– Capitalised development expenditure – 5 5
2013 2012
£000 £000
Revenue 
Total revenue for reported segments 21,657 13,700
Elimination of inter-segmental revenues – (56)
Group’s revenue per consolidated statement of income 21,657 13,644
2013 2012
£000 £000
Profit after income tax expenses
Total profit for reporting segments 490 29
Fair value adjustments 4,300 –
Costs associated with h ead o ffice (273) –
Income tax expense (256) (61)
Profit after income tax expense 4,261 (32)
2013 2012
  £000 £000
Assets
Total assets for reportable segments 11,030 3,949
Assets attributable to head o ffice 4,339 2,320
Group Assets 15,369 6,269
l iabilities
Total liabilities for reportable segments (4,757) (2,315)
Liabilities attributable to h ead o ffice (21) (567)
Group Liabilities (4,778) (2,882)
93% (2012: 89%) of segment revenues and 100% (2012: 100%) segment assets by geographical location are based in the u K. APC Technology Group PLC — Annual Report and Accounts 2013 — 31
3. Operating profit
The operating profit is stated after charging:
2013 2012
£000 £000
o perating leases – short leaseholds 126 120 
o perating leases – plant and machinery 113 100 
depreciation – owned assets 71 65 
depreciation of assets held under hire purchase agreements 17 –
Loss on foreign exchange 49 16 
Auditors’ remuneration – audit of parent company and consolidated accounts 35 30 
Auditors’ remuneration – audit of subsidiary company 20 5 
Auditors’ remuneration – taxation advice 8 3 
Auditors’ remuneration – review of interim statement 3 1
directors’ emoluments 489 451 
(Gain)/Loss on disposal of fixed assets (1) 23 
Amortisation of development costs 4 7 
4. net f inancing
2013 2012
£000 £000
f inancing income
o ther Interest receivable 9 8 
f inancing costs
Bank interest payable 51 42 
Convertible loan note interest payable 23 20 
o ther interest payable – 6 
o ther finance costs 27 38 
101 106 
5. employee information
2013 2012
£000 £000
Wages and salaries 3,168 2,132 
Social security costs 376 260 
Private health costs 30 34 
o ther pension costs 45 45 
Share option charge 34 7 
Staff costs (including directors’ emoluments) 3,653 2,478 
The average monthly number employees comprised:
2013 2012
n umber Number
Sales and distribution 36 32 
o perations and administration 41 28 
77 60 
6. Directors’ emoluments
directors’ emoluments are included in the staff costs in note 5. The directors are considered to be the only key management 
personnel.
details of directors’ emoluments are included in the Report of the Remuneration Committee on page 17. Total directors’ 
emoluments, excluding employers national insurance contributions and pension contributions were £428,000 (2012: £395,000), 
total pension contributions £11,000 (2012: £11,000) and the highest paid director received emoluments of £154,000 (2012: 
£133,000) and pension contributions of £3,000 (2012: £3,000). 32 — APC Technology Group PLC — Annual Report and Accounts 2013
Notes forming part of the financial statements continued
7. taxation
(a) Analysis of charge in period 
2013 2012
£000 £000
u K corporation tax on profits for the current year 32 55 
Adjustments in respect of prior years 3 –
t otal current tax (note 7b) 35 55 
deferred tax (note 13) 221 6 
t ax Charge on profit on ordinary activities 256 61 
(b) Factors affecting the tax charge for the period
The tax charge for the period is different to the standard rate of corporation tax in the u K. The rate of corporation tax for this 
purpose has been taken as 23.58% for 2013 (2012: 24%).
The differences are explained below:
2013 2012
£000 £000
Profit on ordinary activities before tax 4,517 29 
Rate of corporation tax 23.58% 24.00%
Tax on profit based on standard rate 1,065 7 
Effects of:
Research and development allowance – (1)
Accelerated capital allowances 9 1 
Expenses not deductible for tax purposes 100 15 
Non taxable fair value gain (1,014) –
Marginal relief – (4)
Losses carried forward 96 45 
Effects of associates – (2)
t otal tax charge for the period (note 7a) 256 61 
during the period, Finance Act 2013 was enacted and included legislation to reduce the main rate of corporation tax to 21% from 
1 April 2014 and by a further 1% reaching 20% with effect from 1 April 2015. As this change was substantively enacted at the 
balance sheet date, deferred tax is recognised at 20% in the current period.
8. earnings per share
The calculation of basic earnings per share is based on the profit after taxation attributable to equity holders of the Parent 
Company for the period and the weighted average number of shares in issue during the period.
diluted earnings per share is calculated by adjusting the weighted average number of shares outstanding by the dilutive effect of 
o rdinary Shares that the Company may potentially issue relating to its share option scheme and in the prior year also to its 
convertible loan notes. The profit/(loss) for the year is adjusted to add back the interest cost on the liability component of the 
convertible loan notes. Where the effect of the above adjustments is anti-dilutive they are excluded from the calculation of 
diluted earnings per share.
The profit for the year and the weighted average number of shares used in the calculation are set out below:
2013 2012
£000 £000
Earnings – profit attributable to equity holders of the parent 4,065 13 
Weighted average number of shares 35,088,635 25,941,692 
dilutive/free shares relating to share options 1,234,142 1,234,142 
diluted number of shares 36,322,777 26,861,487 
Earnings per share 11.6p 0.0p 
diluted earnings per share 11.2p 0.0p  APC Technology Group PLC — Annual Report and Accounts 2013 — 33
9. intangible non-current assets
The Group’s intangible assets consist of development costs and goodwill.
The goodwill balance at the beginning of 2013 arose partly on the acquisition of Silver Birch Marketing Limited and Go! 
Technology Limited in 2003, partly on the acquisition of h ero Electronics Limited in 2006, partly through the acquisition of 
Novacom Microwaves Limited and Contech Electronics Limited in 2008 and partly through the acquisition of the business assets 
and trade of Quo Vadis Limited in 2011. The Company’s goodwill arises on the transfer to the Company of the net assets of 
wholly owned subsidiaries and represents the excess of the consideration for the transfer over the book value of the assets 
transferred.
In September 2012 the Group acquired a 51% controlling stake in Minimise Limited. In accordance with the provisions of IFRS 3 
on acquiring a controlling interest, the directors were required to consider the carrying value of its prior investments in Minimise 
Limited and adjust the value in line with the Fair Value of the asset. In order to establish a Fair Value the directors considered the 
current and anticipated future performance of the business using the same discount rates and growth factors that it adopts 
when carrying out annual impairment reviews, see below. o nce the Fair Value was established, on consolidation, goodwill of 
£4,300,000 arose. The goodwill has been included in the intangible assets of the Group and the gain recorded in the 
Consolidated Statement of Income as a Fair Value adjustment. A subsequent share acquisition taking the Group’s holding in 
Minimise Limited to 100% was completed in June 2013. In accordance with IAS27 the difference between the fair value of the 
consideration and the non-controlling interest has been charged to reserves.
In the year the Group acquired 100% of the issued share capital of Cerou K Limited and 90% of the equity of Minimise Energy 
Limited. The Group also acquired the balance of shares in QV Controls Limited it did not previously own and subsequently 
renamed it Minimise Controls Limited. o n completion of these transactions, the acquisition of 100% of Minimise Limited and the 
acquisition of 25% of Invisible Systems Limited (ISL), the Group re-structured its operating activities. o n completion of this 
restructuring the directors concluded that the intangible assets relating to QV Controls Limited and Cerou K Limited were no 
longer in use by the Group and therefore made a Fair Value adjustment to these items reducing goodwill and development costs 
and charging the impairment in the Consolidated Statement of Income.
The directors have undertaken an impairment review of the carrying value of the Group’s goodwill based on the current and 
anticipated performance of the businesses concerned. In preparing these projections a discount rate of 12% (2012: 8%) has 
been applied. A future growth rate of 0% – 5% (2012: 5%) has been assumed and the calculations are based on future operating 
cash flows derived using management’s latest forecasts. The outcome of the impairment review was subjected to a sensitivity 
analysis based on the Internal Rate of Return of the businesses concerned and the directors are satisfied that any reasonable 
changes made to the underlying assumptions made in the impairment review would not result in a change to the carrying value 
of the goodwill.
The table below sets out the goodwill attributable to each business segment: 
distribution Cleantech t otal
£000 £000 £000
As at 31 August 2013 2,583 4,590 7,173
As at 31 August 2012 2,583 88 2,671
The impairment review of goodwill was based on forecast income for each business segment and reflects past experience 
where appropriate. Forecasts cover a 10 year period reflecting the long-term nature of the businesses. The higher discount rate 
used for the year ended 31 August 2013 reflects management’s revised estimates of the average cost of capital and expected 
risk associated with the businesses.
development costs represent acquired development expenditure on assets where it is probable that the future economic 
benefits that are attributable to the asset will flow to the entity; and the cost of the asset can be measured reliably. o n the 
acquisition of a 25% interest in ISL the Group also acquired the rights to distribute its range of lighting controls products. The 
ISL products replace the lighting controls previously developed by QV Controls Limited and therefore the development costs 
associated with these products have been written off.
The exceptional items reported in the Consolidated Statement of Income are as follows:
£000
Goodwill arising on acquiring controlling interest in Minimise Limited 4,300 
Impairment of goodwill in Cerou K Limited (61)
Impairment of goodwill in Minimise Controls Limited (69)
Impairment of capitalised development costs in Minimise Controls Limited (18)
t otal exception items 4,152  34 — APC Technology Group PLC — Annual Report and Accounts 2013
Notes forming part of the financial statements continued
9. intangible non-current assets continued
The movement in intangible assets during the year arose as follows:
development Goodwill Total
costs
Group £000 £000 £000
Cost
Balance at 1 September 2011 24 2,649 2,673 
Eligible development costs capitalised 5 – 5 
Balance at 31 August 2012 29 2,649 2,678 
Balance at 1 September 2012 29 2,649 2,678 
Additions through business combinations – 4,654 4,654 
Balance at 31 August 2013 29 7,303 7,332 
Amortisation
Balance at 1 September 2011 – – –
Charged in year 7 – 7 
Impairment – – –
Balance at 31 August 2012 7 – 7 
Balance at 1 September 2012 7 – 7 
Charged in year 4 – 4 
Impairment 18 130 148 
Balance at 31 August 2013 29 130 159 
n et book value
As at 31 August 2012 22 2,649 2,671 
As at 31 August 2013 – 7,173 7,173 
Goodwill Total
Company £000 £000
Cost
Balance at 1 September 2011 2,583 2,583 
Balance at 31 August 2012 2,583 2,583 
Balance at 1 September 2012 2,583 2,583 
Balance at 31 August 2013 2,583 2,583 
n et book value
As at 31 August 2012 2,583 2,583 
As at 31 August 2013 2,583 2,583  APC Technology Group PLC — Annual Report and Accounts 2013 — 35
10. Property, plant and equipment
Fixtures,
Plant fittings
Short and tools and Motor 
leaseholds machinery equipment Vehicles Total
Group £000 £000 £000 £000
Cost
As at 1 September 2011 133 25 726 – 884 
Additions – – 29 – 29 
disposals – – (145) – (145)
As at 31 August 2012 133 25 610 – 768 
As at 1 September 2012 133 25 610 – 768 
Acquired through business combinations – 13 7 18 38 
Additions 14 16 14 69 113 
disposals – (1) (45) (11) (57)
As at 31 August 2013 147 53 586 76 862 
Depreciation
As at 1 September 2011 129 23 530 – 682 
Charge for the year
1
4 1 60 – 65 
disposals – – (123) – (123)
As at 31 August 2012 133 24 467 – 624 
As at 1 September 2012 133 24 467 – 624 
Charge for the year
1
2 27 42 17 88 
disposals – (1) (30) (11) (42)
As at August 2013 135 50 479 6 670 
n et book value
As at 31 August 2011 4 2 196 – 202 
As at 31 August 2012 – 1 143 – 144 
As at 31 August 2013 12 3 107 70 192 
1 depreciation charged during the year is presented in administrative expenses in the consolidated statement of income.
All motor vehicles included in plant, property and equipment are carried under hire purchase contracts, see notes 16 and 17. 36 — APC Technology Group PLC — Annual Report and Accounts 2013
Notes forming part of the financial statements continued
10. Property, plant and equipment continued
Fixtures,
Plant fittings
Short and tools and
leaseholds machinery equipment Total
Company £000 £000 £000 £000
Cost
As at 1 September 2011 133 25 712 870 
Additions – – 21 21 
disposals – – (145) (145)
As at 31 August 2012 133 25 588 746 
As at 1 September 2012 133 25 588 746 
Additions 11 – 8 19 
disposals – – (17) (17)
As at 31 August 2013 144 25 579 748 
Depreciation
As at 1 September 2011 129 23 530 682 
Charge for the year 4 1 54 59 
disposals – – (123) (123)
As at 31 August 2012 133 24 461 618 
As at 1 September 2012 133 24 461 618 
Charge for the year 2 – 33 35 
disposals – – (13) (13)
As at August 2013 135 24 481 640 
n et book value
As at 31 August 2011 4 2 182 188 
As at 31 August 2012 – 1 127 128 
As at 31 August 2013 9 1 98 108 
11. investment in subsidiary undertakings
2013 2012
£000 £000
Cost as at beginning of year 390 390 
Additions 5,399 –
Cost as at end of year 5,789 390 
details of the Company’s subsidiaries are as follows:
Proportion Principal
name Place of incorporation of ownership activity
Minimise Controls Limited * England and Wales 100% Supply of lighting controls
Minimise Energy Solutions Limited * England and Wales 100% Manufacture of imop
®
Minimise Limited * England and Wales 100% Supply of LEd lighting
Minimise Energy Limited * England and Wales 90% Supply of energy saving solutions
Minimise h oldings Limited * England and Wales 100% h olding Company
Minimise h oldings u SA Inc. ** delaware, u SA 100% h olding Company
*  Subsidiaries of the Parent Company
**  Subsidiary of Minimise h oldings Limited APC Technology Group PLC — Annual Report and Accounts 2013 — 37
12. Associates and other financial assets
Associates Loans
o ther – 
u nlisted Total
£000 £000 £000 £000
As at 31 August 2011 – 199 159 358 
Loan interest capitalised – 8 – 8 
Purchase of shares in Minimise Limited 137 – – 137 
Re-categorisation of o ther – unlisted 159 – (159) –
Share of retained profit for the period 10 – – 10 
As at 31 August 2012 306 207 – 513 
As at 1 September 2012 306 207 – 513 
Loan interest capitalised – 8 – 8 
Reclassification of Minimise Limited as Subsidiary (306) – – (306)
Acquisition of shares in Invisible Systems Limited 1,245 – – 1,245 
Share of retained loss for the period (2) – – (2)
Loans repaid as consideration – (72) – (72)
Loans provided for as doubtful debts – (143) – (143)
As at 31 August 2013 1,243 – – 1,243 
In July 2013 the Group acquired a 25% holding in Invisible Systems Limited a company incorporated in England and Wales 
whose principal activity is the provision of energy monitoring systems. The Group’s share of equity accounting investments in 
2013 relates to Invisible Systems Limited, the investments in 2012 refer to Minimise Limited and have been reclassified as a 
subsidiary in 2013. The Group’s share of equity accounting investments is as follows: –
Group Group
2013 2012
£000 £000
Assets:
 Non-current assets 17 14
 Current assets 95 83
Liabilities:
 Current liabilities (30) (138)
 Non-current liabilities (21) –
Net assets/(liabilities) 61 (41)
Revenue
Profit before financing and taxation (2) 10
Net financing – –
Results recognised in the consolidated income statement (2) 10
dividends received – –
Retained profit (2) 10
The acquisition of 25% of the ordinary shares of Invisible Systems Limited was completed on 22 July 2012, for a total 
consideration of £1,245,000 (the “Consideration”) which comprises a £750,000 cash payment plus the issue of 1,558,007 new 
o rdinary Shares (the “New o rdinary Shares”) in APC which, based on the mid-market closing price on 22 July 2013 of 31.75p, 
are valued at £495,000. The implied valuation for 100% of ISL is therefore approximately £5,000,000. 
Also included within the share purchase agreement (the “SPA”) are various put and call options (the “Put and Call o ptions”) 
which, if exercised, could potentially result in APC acquiring 100% of ISL over the Put and Call o ptions exercise period (the 
“Exercise Period”). The Put and Call o ptions mechanism operates sequentially, whereby the beneficial owners of the remaining 
75% of ISL (the “Sellers”) may initially require APC to purchase, by way of up to two requests, up to an initial additional 26% of 
the issued share capital of ISL thereby taking APC’s ownership of ISL to 51% (the “First Put o ption”). In the event, however, that 
the First Put o ption is not exercised in full, such that following the exercise of this First Put o ption, APC’s aggregate holding is 
still less than 50%, then APC has the right to exercise a call option allowing it to take its aggregate share holding up to 51% of 
the issued share capital (the “Call o ption”). Further, should this Call o ption be exercised, then the Sellers have the right to 
exercise a second put option (the “Second Put o ption”), over such number of additional shares in ISL that the Sellers may 
choose, so that there is the possibility that APC may acquire the remaining 49% of the issued share capital of ISL that it does  
not already own following the optional exercise of the First Put o ption and the Call o ption.  38 — APC Technology Group PLC — Annual Report and Accounts 2013
Notes forming part of the financial statements continued
12. Associates and other financial assets continued
The Exercise Period commences 1 o ctober 2015 and ends 30 September 2020. The SPA contains a valuation mechanism (the 
“Valuation Mechanism”) for the Put and Call o ptions based on ISL ’s earnings before interest, tax, depreciation and amortisation 
(“EBITdA”). The Valuation Mechanism implies a likely total consideration payable by APC for 100% of ISL following the exercise 
of the Put and Call o ptions to be between £2.4 million and £7.1 million. A cap of £15 million has, however, been agreed between 
the Sellers and APC on the aggregate value of the Consideration and the amount payable under the Put and Call o ptions should 
they be exercised in such a way that APC acquires 100% of ISL. Further, in the unlikely event that the aggregation of the 
Consideration and the Put and Call o ptions (if exercised) values ISL at a level that represents a reverse takeover under the AIM 
Rules, APC would seek shareholder approval prior to proceeding.
ISL provides cloud-based, end-to-end monitoring and control solutions designed to improve the energy efficiency within the 
built environment using its own battery powered, wireless communications technology. This provides an energy monitoring and 
control capability that is non-invasive, quick and simple to implement in both new and retrofit applications. Its existing customer 
base includes both public and private sector organisations and the technology is proven to enable average savings of between 
15% and 30% typically providing a return on investment of between 12 and 18 months. ISL ’s products are approved in the u K, 
Europe and the Americas and will underpin APC’s strategy of expanding its business model overseas. Further information on ISL 
can be found at www.invisible-systems.com.
Loans represent loans made to Mr Michael Stott who is a former employee of the Group and who owned 30% of the share 
capital of QV Controls Limited as at 31 August 2012. The Group acquired Mr Stott’s share in QV Controls Limited during the year 
in consideration for £72,000, reducing the net loans outstanding. As at 31 August 2013 the balance loan including capitalised 
interest made to Michael Stott totalled £143,000 (2012: £137,000). The loan is secured by way of a charge over Mr Stott’s 
residence. The loans carry an interest rate equivalent to the h MRC beneficial rate, currently 4%. The directors have considered 
the likelihood of a default by Mr Stott and concluded that it should make a provision against this loan by way of a charge to 
Administration Expenses in the parent Company and Consolidated Statement of income. Notwithstanding the provision it is the 
intention of the Board to secure repayment of the loan when it falls due.
13. Deferred tax
Group Group Company Company
2013 2012 2013 2012
£000 £000 £000 £000
deferred tax liability (22) (9) (6) (9)
The following are the major deferred tax assets/(liabilities) recognised by the group and company and the movements thereon 
during the current year:
Accelerated
tax tax
depreciation l osses t otal
Company £000 £000 £000
As at 1 September 2011 (14) – (14)
Credit to the Company Statement of Income 5 – 5 
As at 1 September 2012 (9) – (9)
Credit to the Company Statement of Income 3 – 3 
As at 31 August 2013 (6) – (6)
Accelerated
tax tax
depreciation l osses t otal
Group £000 £000 £000
As at 1 September 2011 (17) 14 (3)
Credit/(charge) to the Consolidated Statement of Income 8 (14) (6)
As at 1 September 2012 (9) – (9)
Acquired in year through business combination – 208 208 
(Charge) to the Consolidated Statement of Income (13) (208) (221)
As at 31 August 2013 (22) – (22)
deferred income tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets against 
current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation 
authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
deferred income tax assets are recognised for tax losses carried forward to the extent that the realisation of the related benefit 
through future taxable profits is probable. APC Technology Group PLC — Annual Report and Accounts 2013 — 39
14. inventories
Group Group Company Company
2013 2012 2013 2012
£000 £000 £000 £000
Raw materials – 112 – 112 
Finished goods 1,592 513 497 513 
1,592 625 497 625 
The cost of inventories recognised as an expense and included in cost of sales amounted to £14,233,000 (2012: £9,384,000). 
during the year, there was a net increase in inventory provisions of £202,000 (2012: £217,000 net reduction). The increase 
resulted from raw material related to the Group’s imop
®
 product in excess of requirements being provided for and a higher 
obsolescence estimate for certain distribution inventory.
15. t rade and other receivables
Group Group Company Company
2013 2012 2013 2012
£000 £000 £000 £000
Trade receivables 3,320 2,046 1,788 2,034 
Amounts owed by subsidiary undertakings – – 1,046 242 
o ther receivables 33 115 6 115 
Prepayments 634 139 102 136 
3,987 2,300 2,942 2,527 
The Group has established a flexible debt finance facility with Bank of Scotland plc through which the majority of its trade 
receivables are eligible to be discounted, with recourse after 120 days. The gross amount of these trade receivables is shown 
above. At 31 August 2013 the Group had drawn down advances totalling £113,000 (2012: £680,000) which are shown in note 16 
under short-term bank borrowings under invoice discounting facility. The total amount eligible to be discounted as at 31 August 
2013 was £2,228,000 (2012: £1,409,000).
16. Current liabilities
Group Group Company Company
2013 2012 2013 2012
£000 £000 £000 £000
Trade payables 1,853 969 1,344 1,028 
Corporation tax payable 32 55 – 55 
o ther taxes and social security 171 83 79 83 
VAT payable 607 212 137 200 
Short-term bank borrowings under invoice discounting facility 113 680 113 680 
Current portion of bank loan 21 125 21 125 
h ire Purchase contracts 16 – – –
Accruals and other payables 1,883 510 400 501 
4,696 2,634 2,094 2,672 
Short-term bank borrowings under invoice discounting facility comprise borrowings under the flexible debt finance facility 
referred to in note 15. These are secured over the whole assets of the Group.
In o ctober 2009 the Group entered into a fixed-term bank loan agreement with Bank of Scotland plc secured by the 
Government’s Enterprise Finance Guarantee scheme. The loan value at inception was £500,000 and is repayable in monthly 
instalments over five years. Interest is charged at 5.30% over Bank of England base rate on the balance of the loan. Throughout 
the entirety of the year under review Bank of England base rate was 0.50%. The current portion of the fixed-term bank loan was 
£21,000 and the non-current portion was nil at the 31 August 2013. Further details regarding the fixed-term bank loan are 
disclosed in note 21. 40 — APC Technology Group PLC — Annual Report and Accounts 2013
Notes forming part of the financial statements continued
17. n on-current liabilities
Group Group Company Company
2013 2012 2013 2012
£000 £000 £000 £000
Convertible loan notes – 218 – 218
Bank loan – 21 – 21
Amounts due to subsidiary undertakings – – 224 224
h ire purchase contracts 60 – – –
60 239 224 463
Convertible l oan n otes 2014
In February 2009 £400,000 Convertible Loan Notes 2014 were issued. At inception, the Notes were due to mature on the 10 
February 2014 and carried a coupon of 8% per annum, payable quarterly in arrears until such time as they were repaid or 
converted in accordance with their terms. The holders of the Notes converted all of the notes held by them into new o rdinary 
Shares in the Company on delivery to the Company of a conversion notices. The conversion rate, being the lower of the mid-
market price on 10 February 2009 and the mid-market price for the 14 days following the conversion date.
The Convertible Loan Notes 2014 were converted to o rdinary shares on the following dates and conversion rates: –
Date converted Value Rate
7 January 2010 £50,000 8.10p
17 June 2010 £31,250 12.50p
19 o ctober 2010 £68,750 12.50p
7 August 2012 £100,000 7.50p
8 August 2012 £100,000 7.50p
9 July 2013 £50,000 12.50p
All liabilities under the Convertible Loan Notes 2014 have been discharged. The loan notes outstanding at the prior year-end 
were measured for fair value and a value of £2,000 had been assigned to the equity component.
Convertible l oan n otes 2017
o n 7 August 2012 £175,000 and on 9 September £100,000 Convertible Loan Notes 2017 were issued. At inception, the Notes 
were due to mature on the 1 August 2017 and carried a coupon of 8% per annum, payable quarterly in arrears until such time as 
they were repaid or converted in accordance with their terms. The holders of the Notes converted all of the Notes held by them 
into new o rdinary Shares in the Company on delivery to the Company of a conversion notice. The conversion rate, being the 
lower of 11 pence per share and the mid-market price for the 14 days preceding the conversion date. o n 9 July 2013 Loan Notes 
valued at £275,000 were converted to new o rdinary Shares at a conversion rate of 11 pence.
All liabilities under the Convertible Loan Notes 2017 have been discharged. The Loan Notes outstanding at the prior year-end 
were measured for fair value and a value of £7,000 had been assigned to the equity component.
Amounts due to subsidiary undertakings
The amounts due to subsidiary undertakings arise as a result of the transfer to the Company of net assets of its subsidiaries 
Silver Birch Marketing Limited and Go! Technology Limited on 31 August 2003, h ero Electronics Limited on 31 August 2006 and 
Novacom Microwaves Limited and Contech Electronics Limited on 31 August 2008. These amounts represent interest-free 
inter-company loans.
hire purchase contracts
The Group has entered into a number of finance leases with Volkswagen Finance, each lease is based on a 48 month contract, 
with the first lease due to end in March 2016. The non current portion of the lease was £60,000 at 31st August 2013.  APC Technology Group PLC — Annual Report and Accounts 2013 — 41
18. s hare Capital
2013 2012
Group and company £000 £000
Authorised:
60,000,000 ordinary shares of 2p each 1,200 1,200
Allotted, issued and fully paid:
n o of
 shares
No of 
shares
At 31 August 57,365,399 1,147 29,579,715 592
during the year under review the following o rdinary Shares of 2p each were issued by the Company:
Reason for issue date Shares Price
Consideration for Minimise Limited 07/09/2012 489,272 7.62p
Consideration for Cerou K Ltd 01/11/2012 310,000 12.00p
Exercise of options 01/03/2013 20,000 9.00p
Exercise of options 28/05/2013 25,000 9.00p
Exercise of options 28/05/2013 12,500 9.00p
Exercise of options 28/05/2013 25,000 13.75p
Exercise of options 11/06/2013 10,763 14.75p
Consideration for Minimise Limited 24/06/2013 3,613,815 31.75p
Consideration for Minimise Limited 24/06/2013 2,985,326 31.75p
Consideration for Minimise Limited 24/06/2013 3,269,632 31.75p
Consideration for Minimise Limited 24/06/2013 542,692 31.75p
Consideration for Minimise Limited 24/06/2013 865,207 31.75p
Consideration for Minimise Limited 24/06/2013 775,275 31.75p
Exercise of options 24/06/2013 36,900 9.00p
Exercise of options 24/06/2013 79,500 9.00p
Exercise of options 24/06/2013 21,525 17.00p
Exercise of options 24/06/2013 21,525 17.00p
Placing 24/06/2013 10,000,000 30.00p
Exercise of options 01/07/2013 25,000 9.00p
Exercise of options 01/07/2013 45,000 9.00p
Exercise of options 01/07/2013 6,457 14.75p
Consideration for ISL 15/07/2013 1,558,007 31.75p
Exercise of options 15/07/2013 15,000 12.75p
Exercise of options 15/07/2013 15,000 12.50p
Exercise of options 15/07/2013 75,000 13.75p
Exercise of options 15/07/2013 10,000 9.00p
Loan note conversion 15/07/2013 400,000 12.50p
Loan note conversion 15/07/2013 2,500,000 11.00p
Exercise of options 24/07/2013 32,288 14.75p
Total Shares issued in year 27,785,684 
Shares in issue at the 31 August 2012 29,579,715 
s hares in issue at the 31 August 2013 57,365,399  42 — APC Technology Group PLC — Annual Report and Accounts 2013
Notes forming part of the financial statements continued
18. s hare Capital continued
share options
The following options over the Company’s o rdinary Shares were outstanding at 31 August 2013:
date Earliest date Latest date o rdinary Exercise
granted exercisable exercisable shares of 2p price
2003 Employee Share o ption Scheme 10/09/2004 see note b 09/09/2014 1,000,000 9.00p
06/10/2004 see note b 05/10/2014 499,050 9.00p
29/09/2006 see note b 28/09/2016 80,000 13.75p
10/11/2006 see note b 09/11/2016 200,000 14.75p
23/01/2008 see note b 22/01/2018 141,492 14.75p
23/04/2008 see note b 22/04/2018 100,000 18.50p
10/07/2008 see note b 09/07/2018 156,950 17.00p
20/02/2009 see note b 19/02/2019 145,000 12.50p
22/01/2010 see note b 21/01/2020 200,000 10.00p
05/03/2010 see note b 04/03/2020 250,000 10.00p
29/09/2010 see note b 29/09/2019 250,000 11.25p
25/02/2011 See note b 24/02/2021 985,000 12.75p
16/03/2011 See note b 15/03/2021 50,000 13.62p
16/05/2011 See note b 15/05/2021 325,000 14.50p
30/05/2012 See note b 29/05/2022 179,000 7.50p
20/09/2012 See note b 19/09/2022 460,000 10.00p
20/12/2012 See note b 19/12/2022 100,000 15.25p
unapproved share option scheme 30/09/2003 see note c 29/09/2013 75,000 17.00p
22/12/2006 see note c 21/12/2016 35,000 23.00p
22/01/2010 see note c 21/01/2020 25,000 10.00p
29/09/2010 see note c 28/09/2020 25,000 11.25p
20/09/2012 see note c 19/09/2022 250,000 10.00p
25/01/2013 see note c 24/01/2023 100,000 24.75p
5,631,492
The weighted average price of options over the Company’s o rdinary Shares at 31 August 2013 was 12.06p (2010: 11.61p).
Reconciliation of movement in share option outstanding
o rdinary
shares of 2p
s hare options outstanding as at 31 August 2011 5,743,950
 Issued 179,000
 Lapsed (650,000)
s hare options outstanding as at 31 August 2012 5,272,950
 Issued 835,000
 Exercised (476,458)
s hare options outstanding as at 31 August 2012 5,631,492
notes:
a. o n 17 June 2003 the Board approved a new share option scheme, the 2003 Employee o ption Scheme. The scheme, which operates under the guidelines of the 
Government’s Enterprise Management Incentive, provides for options to be exercisable at a pre-determined exercise price, subject to attainment of performance 
conditions over a three year period. o ptions are exercisable in tranches depending on the Group’s cumulative growth in pre-tax earnings over a three year period. This 
process operates on a sliding scale for growth levels between RPI and RPI plus 16%.
b. o n the 19 April 2011 the Board of director’s amended the performance criteria of the 2003 Employee Share o ption Scheme options granted under the 2003 Employee 
Share o ption Scheme so that shares would vest over a five year period following grant depending on achievement of the Group’s budgeted profit before tax. Previously 
performance conditions were linked to the growth in the Company’s earnings per share in the financial years following the grant of the option. The change was made to 
ensure that the performance criteria was more easily understood by employees and was more directly related to employee performance.
c. The options to Non-executive directors were granted with exercise prices equal to the market price ruling in the respective dates of the grant. These options were not 
granted under the 2003 Employee Share o ption Scheme, but are subject to the same performance conditions as the options granted under that scheme and are 
exercisable in tranches, as described in note a & b above. 
d. The middle market price of the Company’s shares at 31 August 2013 was 30.12p. during the year under review the middle market price range was 7.62p to 36.00p.
e. In accordance with IFRS2 a share option charge has been made to the Consolidated Statement of Income of £34,000 (2012: £7,000). APC Technology Group PLC — Annual Report and Accounts 2013 — 43
18. s hare Capital continued
The following additional information is relevant to the determination of the fair value of the options:
2013 2012
o ption pricing model used Black scholes Black Scholes
Share price is the same as exercise price at the time the option is issued.
Expected volatility 59.57% – 64.24% 60.73% – 64.22
Expected life of option  1.74 to 8.18 1.74 to 8.18
Expected dividend yield n il Nil
Risk free interest rate 0.20% to 3.68% 0.25% to 3.68%
19. Operating lease obligations
As at the 31 August 2013 the Group had future aggregate minimum commitments under leases expiring as shown below:
Group Group Company Company
2013 2012 2013 2012
£000 £000 £000 £000
o n leases expiring between one and five years 282 37 256 37 
o n leases expiring in five years or more 132 323 132 323 
414 360 388 360 
motor vehicles
o n leases expiring in less than one year 13 8 13 8 
o n leases expiring between one and five years 183 161 183 161 
196 169 196 169 
Other
o n leases expiring between one and five years 14 – – –
14 – – –
20. f inancial instruments (Group and Company) – risk management
The Group’s overall risk management programme seeks to minimise potential adverse effects on the Group’s financial 
performance.
The Group’s financial instruments comprise cash and liquid resources and various items such as trade payables and receivables 
that arise directly from its operations. The Group is exposed to the following risks:
•	 Credit risk;
•	 Foreign currency risk;
•	 Liquidity risk; and
•	 Fair value interest rate risk.
In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note 
describes the Group’s objectives, policies and processes for managing those risks. Further quantitative information in respect of 
these risks is presented throughout these financial statements.
There have been no substantive changes in the Group’s exposure to financial instrument risk. The objective of the Board is to set 
policies that seek to reduce the risk as far as possible without unduly affecting the Group’s competitiveness and effectiveness.
Further details of these policies are set out overleaf: 44 — APC Technology Group PLC — Annual Report and Accounts 2013
Notes forming part of the financial statements continued
20. f inancial instruments (Group and Company) – risk management continued
Credit risk
The Group is exposed to credit risk primarily on its trade receivables, which are spread over a range of customers. At the  
31 August 2013 the amount receivable from Wm Morrisons Supermarkets PLC represented approximately 44% of the total trade 
receivables (2012: 0%) and as such represented a significant concentration of the Group’s exposure to credit risk. The maximum 
credit risk exposure relating to financial assets is represented by their carrying value at the statement of financial position date 
and is shown in note 15.
The Group assesses the risk associated with each customer based on independent credit rating agency reports and on its own 
experience with the customer before entering into binding contracts. Each customer account is reviewed on an on-going basis 
based on available information and payment history.
The credit risk on liquid funds is limited as the funds are held at banks with high credit ratings assigned by international credit 
rating agencies.
Foreign currency risk
The Group has exposure to transactional and translational currency exposures.
Transactional currency exposure risk arises when the Group enters into contracts in currencies other than the Group functional 
currency. Transactional risk is mitigated by a) the creation of a natural hedge between buying and selling currencies, b) use of 
currency hedging contracts and c) the inclusion of a foreign currency price escalation clause in sales contracts.
Translational currency exposure risk arises when financial instruments valued in the consolidated and company statement of 
financial position are denominated in a currency other than the Group’s functional currency. Translation risk is mitigated by the 
Group entering into currency option contracts.
Liquidity risk
The Group has established borrowing facilities with Bank of Scotland plc for working capital finance through an invoice 
discounting facility and a short-term shareholder loan. The Group maintains near-term cash-flow forecasts that enables it to 
identify its near-term borrowings requirement so that remedial action can be taken if necessary.
Fair value interest rate risk
All borrowing is approved by the Board of directors to ensure that it is conducted at the most competitive rates available to it.  
As the Group had fixed rate convertible loan notes it has been exposed to fair value interest risk. The Group had the option of 
converting the loan notes had the Board decided that the interest rates were in excess of the market rate obtainable by the 
Group.
21. f inancial instruments
Capital risk management
The Group defines the capital that it manages as the Group’s total equity. The Group’s objectives when managing capital are to:
•	 Safeguard the Group’s ability to continue as a going concern.
•	 h ave available the necessary financial resources to allow the Group to deliver benefits from its operational activities and 
investments.
•	 o ptimise the return to investors based on the level of risk undertaken.
In order to maintain or adjust the capital structure, the Group may issue new shares or sell assets, pay dividends or return capital 
to shareholders.
The Group’s capital and equity ratios are shown in the table below:
2013 2012
£000 £000
Total equity attributable to owners of the parent 10,632 3,439
Total assets 10,591 3,387
Equity ratio 100.4% 101.5% APC Technology Group PLC — Annual Report and Accounts 2013 — 45
21. f inancial instruments continued
Financial assets
details of financial assets are set out in notes 12 and 15. In addition, details of cash and cash equivalents are set out below.
The currency profiles of the Group’s financial assets comprising cash at bank and in hand at 31 August were:
Group Group Company Company
2013 2012 2013 2012
£000 £000 £000 £000
Currency
denominated in sterling 870 15 302 10 
denominated in u S dollars 296 1 1 1 
denominated in euros 16 – 16 –
1,182 16 319 11 
Cash at banks, included in cash and cash equivalents, are with institutions with credit ratings of A or better. It is the Company’s 
policy to maintain cash at a level to meet liabilities immediately due for payment so that the amount drawn from the invoice 
discounting facility is kept to a minimum.
The maximum exposure to credit risk from trade receivables at the 31 August 2013 is disclosed in note 15. The following table 
shows an analysis of trade receivables for the Group.
2013 2013 2012 2012
£000 % £000 %
0 – 30 days 2,122 63.9% 1,161 56.7%
31 – 60 days 970 29.2% 496 24.3%
61 – 90 days 175 5.3% 191 9.3%
91 – 120 days 42 1.3% 4 0.2%
o ver 120 days 11 0.3% 195 9.5%
3,320 100.0% 2,046 100.0%
The Group reviews trade receivables balances on a routine basis and makes provision for any amounts where it believes the 
receivable is likely to be uncollectable. In 2013 the bad debt provision was reduced by a net £15,000, in 2012 a net increase in 
bad debt provision of £42,000 was made.
Financial liabilities
The following is an analysis of the maturities of the financial liabilities in the consolidated statement of financial position:
Carrying 6 months 6 – 12 1 or more
amount or less months years
£000 £000 £000 £000
2013
Invoice discounting finance facility 113 113 – –
Bank Loan 21 21 – –
Trade and other payables 4,531 4,531 – –
4,665 4,665 – –
2012
Convertible loan notes 218 – – 218 
Invoice discounting finance facility 680 680 – –
Bank Loan 146 63 62 21 
Trade and other payables 1,823 1,823 –
2,867 2,566 62 239 
Fair values of financial assets and liabilities
The fair value of the Group’s financial assets and liabilities are not materially different from their book values. 46 — APC Technology Group PLC — Annual Report and Accounts 2013
Notes forming part of the financial statements continued
21. f inancial instruments continued
Net foreign currency monetary assets and (liabilities)
Net foreign currency monetary assets and (liabilities) comprise the monetary assets and (liabilities) of the Group that are not 
denominated in sterling, the Group’s functional currency. Net foreign currency monetary assets and (liabilities) (including short-
term debtors and creditors) were as follows:
2013 2012
£000 £000
denominated in u S dollars 182 (157)
denominated in Euros 16 (154)
198 (311)
Borrowing facilities
The Group has a flexible debt finance facility with Bank of Scotland plc with a cap of £3 million for the Parent Company and £1.5 
million for Minimise Limited. These are secured over the whole assets of the Group. Borrowing against this facility amounted to 
£113,000 at 31 August 2013 (2012: £680,000), undrawn funds available on the invoice discounting facilities were £1,990,000 at 31 
August 2013 (2012: £729,000). The debt finance incurs interest at a rate of 2.75% over the Bank of England’s base rate.
The Group has a fixed term-loan with Bank of Scotland plc secured by the Enterprise Finance Guarantee scheme. The loan at 
inception was £500,000 and at 31 August 2013 the balance of the loan was £21,000 (2011: £146,000). The bank loan incurs 
interest at a rate of 5.30% over the Bank of England base rate.
Derivative financial instruments
The Group maintains a natural hedge between buying and selling currencies and from time to time enters into foreign exchange 
hedge transactions to protect it against adverse currency movements. In addition, from time to time, the Company enters into 
currency options to protect it against translation risk of the net foreign currency assets and liabilities. At 31 August 2013 there 
were no currency options in place, at 31 August 2012, the Group had a mark to market liability of £9,000, which had been 
recognised in the Company and Consolidated Statement of Financial Position.
22. Acquisitions in the year
Business combinations are accounted for using the acquisition accounting method as at the acquisition date, which is the date 
at which control is transferred to the Group. Goodwill is measured at the acquisition date as the fair value of consideration, less 
the recognised amount of the identifiable assets and liabilities assumed. The value of non-controlling interest recognised at the 
date of acquisition is calculated as a proportion of net assets of the entity acquired.
Minimise Limited
Minimise Limited is a company involved in the sale and promotion of energy efficient products, primarily LEd lighting. This 
company was acquired as it fits the Group’s strategy of diversification into the Cleantechnology market sector. Goodwill 
represents the future economic benefit derived from the trade and expertise of the business acquired.
o n the 9 September 2012 the Group completed the purchase of shares in Minimise Limited for consideration of £153,000 in cash 
and equity to take its shareholding from 36.2% to 51% gaining a controlling interest. Immediately prior to gaining a controlling 
interest the Group’s cumulative investment in Minimise Limited was carried at cost of £306,000 and was classified as a financial 
asset in the company and consolidated statements of financial position. In accordance with the provisions of IFRS, the fair value 
of the prior investment was measured by assessing the discounted value of future income when control was gained and an 
adjustment to the carrying value of £4,300,000 has been made.
o n the 1 June 2013 the Group completed the purchase of the remaining 49% of the shares in Minimise Limited for £4,790,000 in 
cash, equity and deferred consideration. In accordance with IAS 27, “consolidated and separate financial statements”, the fair 
value of the consideration payable on the 1 June 2013 net of NCI acquired has been transferred to retained earnings.
Minimise Limited accounts have been consolidated into the Group results for the full year.
Minimise Energy Limited
Minimise Energy Limited is a company involved in the provision of energy efficient solutions combining different technologies 
and services to reduce customers’ energy expenditure. This company was acquired as it fits the Group’s strategy of 
diversification into the clean technology market sector. Goodwill represents the future economic benefit derived from the trade 
and expertise of the business acquired.
o n the 1 September 2012 the Group gained control of 90% of the equity in Minimise Energy Limited for an investment of  
£30,810 cash.
Minimise Energy Limited accounts have been consolidated into the Group results for the full year. APC Technology Group PLC — Annual Report and Accounts 2013 — 47
22. Acquisitions in the year continued
CeroUK Limited
Cerou K Limited is a company involved in the provision of energy efficient solutions combining different technologies and 
services to reduce customers’ energy expenditure. This company was acquired as it fits the Group’s strategy of diversification 
into the Cleantechnology market sector. There was no goodwill associated with this acquisition at 31 August 2013.
o n the 29 o ctober 2012 the Group completed the purchase of 100% of Cerou K Limited for £61,000 paid in cash and equity.  
o n acquisition the business and assets of Cerou K Limited were transferred to Minimise Energy Limited and subsequently the 
goodwill arising on acquisition has been impaired.
Cerou K Limited did not trade during the year therefore there was no effect on the consolidated financial statements for the year.
Minimise Controls Limited (formerly QV Controls Limited)
during the year the group completed the purchase of the remaining 30% of the shares in Minimise Controls Limited (formerly QV 
Controls Limited). This was for a total consideration of £120,000 paid by exchanging accumulated debt and loans for equity in 
Minimise Controls Limited.
A controlling interest in Minimise Controls Limited has existed since 2011 and the accounts of this subsidiary have been 
consolidated in the current and prior year accounts. The excess of the consideration paid and the NCI has been charged  
to reserves.
Consideration and net assets acquired
The fair value of the consideration paid for the acquisitions and the fair value of the assets and liabilities acquired in the year  
is as follows:
Minimise 
Limited
Minimise 
Energy 
Limited
Cerou K 
Limited t otal
£000 £000 £000 £000
Cash consideration paid in the year 118 31 24 173 
Fair value of equity interest in Minimise Limited held before business combination 4,606 – – 4,606 
Equity consideration paid 37 – 37 74 
Total Consideration 4,761 31 61 4,853 
The following table sets out the effect of acquisitions in the financial year of 2013 on the consolidated balance sheet. The 
goodwill arising on these transactions has been capitalised and is subject to an annual review for impairment (or more frequently 
if necessary) in accordance with our accounting policies. Goodwill represents the future economic benefit derived from the trade 
and expertise of the business acquired. Any impairment is charged to the income statement as it arises.
Minimise 
Limited
Minimise 
Energy 
Limited
Cerou K 
Limited t otal
£000 £000 £000 £000
Cash and cash equivalents 143 1 – 144 
Property, plant and equipment 38 – – 38 
Inventories 21 – – 21 
Trade and other receivables 189 15 – 204 
deferred tax asset 208 208 
Trade and other payables (373) (24) – (397)
Financial liabilities (21) – – (21)
Non controlling interest 1 1 – 2 
Goodwill 4,555 38 61 4,654 
total 4,761 31 61 4,853  48 — APC Technology Group PLC — Annual Report and Accounts 2013
Notes forming part of the financial statements continued
22. Acquisitions in the year continued
Acquisition of non-controlling interests
Consideration paid for non-controlling interests were:
Minimise 
Limited
Minimise 
Controls 
Limited t otal
£000 £000 £000
Cash consideration paid in the year 850 – 850 
Loan paid as consideration – 73 73 
Equity consideration paid 3,826 – 3,826 
deferred consideration 114 – 114 
Total consideration 4,790 73 4,863 
Less non-controlling interest acquired 265 (78) 187 
Transfer to retained earnings 4,525 151 4,676 
deferred consideration is payable on the final 49% of shares acquired in Minimise Limited and is based on the distributable 
reserves of that company as at 31 August 2013.
23. Related party transactions
Key management information is included in the Report of the Remuneration Committee on page 17.
a) Transactions with Invisible Systems Limited
In the ordinary course of business the Group has entered into transactions with Invisible Systems Limited, a company in which 
the Group owns 25% of the ordinary share capital. See note 12 concerning the relationship.
The transactions and resulting balances for the year ended 31 August 2013 are summarised as follows:
Group Group Company Company
2013 2012 2013 2012
£000 £000 £000 £000
Sales 2 – – –
Purchases 12 – – –
Amounts owed by Invisible Systems Limited 2 – – –
Amounts owed to Invisible Systems Limited 2 – – –
b) Transactions with NewLawsLegal
In the ordinary course of business the Group has entered into transactions with NewLawsLegal, a legal firm owned by Ms Tessa 
Laws, a director of APC Technology Group PLC. NewLawsLegal provides legal services to the Group.
The transactions and resulting balances for the year ended 31 August 2013 are summarised as follows:
Group Group Company Company
2013 2012 2013 2012
£000 £000 £000 £000
Purchases 42 – 42 –
Amounts owed to NewLawsLegal 10 – 10 –
c) Transaction with Idea Business Solutions Ltd
In the ordinary course of business the Group has entered into transactions with Idea Business Solutions Ltd, a company 
controlled by Mr John davidson, a director of APC Technology Group PLC. Idea Business Solutions Ltd provides consulting 
services to the Group.
The transactions and resulting balances for the year ended 31 August 2013 are summarised as follows:
Group Group Company Company
2013 2012 2013 2012
£000 £000 £000 £000
Purchases 22 – 22 –
Amounts owed to Idea Business Solutions Ltd 4 – 4 – APC Technology Group PLC — Annual Report and Accounts 2013 — 49
23. Related party transactions continued
d) Transactions with Rockdown Limited
In the ordinary course of business the Group has entered into transactions with Rockdown Limited, a company controlled by  
Ms dawn Cutler, a director of Minimise Limited. Rockdown Limited provides consulting services to the Group.
The transactions and resulting balances for the year ended 31 August 2013 are summarised as follows:
Group Group Company Company
2013 2012 2013 2012
£000 £000 £000 £000
Purchases 6 – – –
e) Transactions with Ms Mandie Rickaby
In the ordinary course of business the Group has entered into transactions with Ms Mandie Rickaby, the Spouse of  
Mr Paul West, a director of Minimise Limited. Ms Rickaby provides consulting services to the Group.
The transactions and resulting balances for the year ended 31 August 2013 are summarised as follows:
Group Group Company Company
2013 2012 2013 2012
£000 £000 £000 £000
Purchases 25 – – –
Amounts owed to Mandie Rickaby 1 – – –
f) Transactions with Mr Paul West
The Group acquired shares in Minimise Limited and Minimise Energy Limited from Mr West, a director of Minimise Limited, 
during the year.
The shares in Minimise Limited representing 3.4% of the issued share capital of that company were acquired for £323,677 of 
which £77,528 was paid in cash and the balance paid in 775,275 shares in AdP Technology Group PLC at 31.75 pence per share.
The Shares in Minimise Energy Limited representing 1/3 of the then issued share capital of that company were acquired for 
£10,000 paid in cash.
g) Transactions with Ms Dawn Cutler
The Group acquired shares in Minimise Limited and Minimise Energy Limited from Ms Cutler, a director of Minimise Limited, 
during the year.
The shares in Minimise Limited representing 3.4% of the issued share capital of that company were acquired for £319,607 of which 
£147,302 was paid in cash and the balance paid in 542,692 shares in AdP Technology Group PLC at 31.75 pence per share.
The Shares in Minimise Energy Limited representing 1/3 of the then issued share capital of that company were acquired for 
£10,000 paid in cash. 50 — APC Technology Group PLC — Annual Report and Accounts 2013
Notes forming part of the financial statements continued
23. Related party transactions continued
h) Loans from Mr Roger & Mrs Janet Robinson
o n 7 August 2012 R&J Robinson subscribed to convertible notes issued by the Company to the value of £175,000.  
The convertible loan notes carry a coupon rate of 8% paid quarterly in arrears.
o n 9 September 2012 R&J Robinson subscribed to convertible notes issued by the Company to the value of £100,000.  
The convertible loan notes carry a coupon rate of 8% paid quarterly in arrears.
o n 9 July 2013 R&J Robinson converted the £275,000 loan notes entered into on 7 August 2012 and 9 September 2013 into 
2,500,000 o rdinary Shares at a conversion price of 11 pence per share.
The transactions and resulting balances for the year ended 31 August 2013 are summarised as follows:
Group Group Company Company
2013 2012 2013 2012
£000 £000 £000 £000
Convertible loan note 16 8 16 8 
Short-term unsecured loan – 6 – 6 
Total interest paid 16 14 16 14 
Loans advanced from R&J Robinson 100 175 100 175 
Conversion of loans to o rdinary Shares 175 100 175 100 
Amount owed to R&J Robinson – 175 – 175 
i) Loan from Mr John Mitchell
o n 10 February 2009 J Mitchell, a shareholder with a substantial interest in the ordinary share capital of the Company, 
subscribed to convertible loan notes issued to the Company to the value of £50,000. The convertible loan notes carry a coupon 
rate of 8% per annum paid quarterly in arrears.
o n 9 July 2013 J Mitchell converted the £50,000 loan notes entered into on 10 February 2009 into 400,000 o rdinary Shares at a 
conversion price of 12.5 pence per share.
The transactions and resulting balances for the year ended 31 August 2013 are summarised as follows:
Group Group Company Company
2013 2012 2013 2012
£000 £000 £000 £000
Interest paid 4 4 4 4 
Amount owed to J Mitchell – 50 50 50 
Conversion of loans to o rdinary Shares 50 – 50 –
j) Transactions and balances with Mr Michael Stott
As part of the establishment of QV Controls Limited and the acquisition of the trade and assets of Quo Vadis Limited in the 
financial year ended 31 August 2011, APC Technology Group PLC entered into loan agreements with Michael Stott with an 
aggregate value of £132,000 and QV Controls Limited acquired a loan made to Michael Stott with a value of £67,000. The loans 
bear interest at the h MRC advisory rate and the interest is capitalised annually. The loans are secured against Mr Stott’s 
residence. during the year, Mr Stott ceased to be an employee of the Group and director of QV Controls Limited. APC Acquired 
Mr Stott’s shares in QV Controls Limited and deducted this from the loan that he owed the Group. The balances of the loans and 
interest charged in the year are as follows:
Group Group Company Company
2013 2012 2013 2012
£000 £000 £000 £000
Interest charged 9 8 7 5 
Amount owed by M Stott 143 207 143 137 
Shares in QV Controls acquired by the Group 73 – 73 –
24. Post Balance sheet event
o ptions over 234,000 shares were exercised on 6 September 2013 with proceeds of £31,000.
o n 1 November 2013 the Group completed the acquisition of the remaining 10% of Minimise Energy Limited that it did not 
previously own for a consideration of £385,000 satisfied in cash. In accordance with IAS27 the consideration net of non-
controlling interest acquired will be charged to reserves. APC Technology Group PLC — Annual Report and Accounts 2013 — 51
nOti Ce Of A nnu Al G ene RAl meetin G
No TICE IS h EREBy GIVEN that the Annual General Meeting of APC Technology Group PLC (the “Company”) will be held at the 
offices of Redleaf Polhill, First Floor, 4 London Wall Buildings, Blomfield Street, London, EC2M 5NT, on Friday 31 January 2014 at 
12.00 noon, for the purpose of considering and, if thought fit, passing the following Resolutions which will be proposed as 
o rdinary Resolutions:
Ordinary Resolutions
1. To receive and, if thought fit, adopt the report of the directors and the Financial Statements for the year ended 31st August 
2013, with the auditor’s report thereon.
2. To re-elect Robert St John Smith as a director of the Company.
3. To re-elect John McLaren davidson as a director of the Company.
4. To re-elect Leonard Robert Seelig as a director of the Company.
5. To re-appoint Baker Tilly u K Audit LLP as auditors of the Company and to authorise the directors to fix their remuneration.
special Resolutions
6. To adopt new Articles of Association consistent with the model articles defined in the Companies Act 2006 and as present on 
the Company’s web site at www.apc-plc.co.uk/investors/apc-documents-and-circulars/.
By o rder of the Board Registered o ffice:
 47 Riverside
R. smith Medway City Estate
Secretary Rochester
 Kent
6 december 2013 ME2 4dP
Notes
1. o nly holders of o rdinary Shares, or their duly authorised representatives, are entitled to attend and vote at this meeting. A member so entitled may appoint one or more 
proxies to attend and vote instead of him. A proxy need not be a member of the Company. Forms of proxy need to be deposited with the Company’s registrars, Capita 
Asset Services, PXS, 34 Beckenham Road, BECKENh AM, BR3 4Tu not later than 48 hours before the time of the meeting. Completion of a form of proxy will not preclude a 
member attending and voting in person at the meeting.
2. A pre-paid Form of Proxy is enclosed for holders of ordinary shares.
3. Pursuant to regulation 41 of the u ncertificated Securities Regulations 2001, the Company specifies that, in order to have the right to attend and vote at the meeting (and 
also for the purpose of calculating how many votes a person entitled to vote and attend may cast), a person must be entered on the register of holders of the o rdinary 
Shares of the Company by no later than 12.00 noon on 29 January 2014, being 48 hours before the time fixed for the meeting. Changes to entries on the register after this 
time shall be disregarded in determining the rights of any person to attend or vote at the meeting. 52 — APC Technology Group PLC — Annual Report and Accounts 2013
COmPAny inf ORmAtiOn
secretary and Registered Office
Rob Smith, MSc, FCMA, CGMA
47 Riverside
Medway City Estate
Rochester
Kent
ME2 4dP
Company Registration n umber 
01635609
n ominated Advisers
Strand Hanson Limited
26 Mount Row
London
W1K 3SQ
stockbrokers
Northland Capital Partners
60 Gresham Street,
London
EC2V 7BB
N+1 Singer
o ne Bartholomew Lane,
London
EC2N 2AX
Auditor
Baker Tilly UK Audit LLP
Third Floor
o ne London Square
Cross Lanes
Guildford
Gu1 1uN
Principal Bankers
Bank of Scotland plc
(part of Lloyds Banking Group plc)
33 o ld Broad Street
London
BX2 1LB
Registrars
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 4Tu
f inancial Public Relations
Redleaf Polhill
First Floor
4 London Wall Buildings
Blomfield Street
London
EC2M 5NT  APC Technology Group Pl C
Head office
47 Riverside,
Medway City Estate,
Rochester,
Kent ME2 4DP
01634 290588
APC Technology Group PLC Annual Report and Accounts 2013