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  Hayward Tyler Group PLC
Report & Accounts for the 
year ended 31 March 2014
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in your browser.   Hayward Tyler Group PLC
Report & Accounts for the 
year ended 31 March 2014
Engineering solutions for 
the global energy sector
  Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
Strategic Report
Key Highlights 1
Our Vision 2
Our Strategy 3
Our Strategy in Action 4
Our Markets 5
Chairman’s Statement 7
Chief Executive’s Business review 8
KPIs 10
Financial Review 12
Principal Risks and Uncertainties 14
Corporate Social Responsibility 18
Governance
Board of Directors 21
Report of the Directors 22
Corporate Governance 23
Audit Committee Report 26
Directors’ Report on Remuneration 27
Statement of Directors’ Responsibilities 29
Independent Auditor’s Report 30
Financial Statements
Statement of Financial Position 32
Consolidated Income Statement 33
Consolidated Statement of Comprehensive Income 34
Consolidated Statement of Changes in Equity 35
Company Statement of Changes in Equity 36
Cash Flow Statement 37
Notes to the Financial Statements 38
Contacts 73
 Contents
Hayward T yler Group PLC 
(Ticker: HA YT .L) is an international 
specialist engineering group.
We design, engineer , manufacture and 
service specialist motors and pumps 
for the energy sector . We sell globally 
and operate from the UK, USA, China
and India.
Our focus on the energy sector ranges 
from power generation through oil and 
gas to renewables. We have an 
engineering pedigree and heritage 
stretching back almost 200 years and 
an enviable global reputation for 
designing and building ﬂ uid-ﬁ lled 
electric motors and pumps that meet 
the most demanding of applications 
and environments.
“Engineering solutions for the global 
energy sector”
 Hayward Tyler at a glance
Engineering solutions 
for the global energy sector
Quick links
For more information on our
Chief Executive’s Business 
review go to page 8
For more information on our
Corporate Governance 
go to page 23
For more information on our
Financial Statements go to page 31
For more information on our For more information on our Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
Key Highlights 1
Our Vision 2
Our Strategy 3
Our Strategy in Action 4
Our Markets 5
Chairman’s Statement 7
Chief Executive’s Business review 8
KPIs 10
Financial Review 12
Principal Risks and Uncertainties 14
Corporate Social Responsibility 18
 Strategic Report 1 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
*  measured on a trading 
basis (see note 2.5)
**  EBITDA represents 
earnings before interest, 
tax, depreciation and 
amortisation (see KPIs
and note 10)
�  Payment of an inaugural interim dividend of 0.5 pence per 
share and proposed ﬁ nal dividend of 0.75 pence per share
�  Net debt of £8.3 million (At 31 March 2013: £8.5 million), 
representing a signiﬁ cant improvement in net debt to trading* 
EBITDA** ratio to 1.5:1 at 31 March 2014 from 2.6:1 on a 
pro rata basis at 31 March 2013
�  Broader shareholder base achieved following placing by 
MBE Mineral T echnologies Pte Ltd of its entire 42% stake 
�  New committed UK banking and borrowing facilities of 
£14.2 million arranged that provide increased headroom 
and extended debt maturity proﬁ le at a lower cost
 Key Highlights
A year of signiﬁ cant growth
Signiﬁ cantly increased trading* 
proﬁ t before tax of £4.0 million, 
up 111% on a pro rata basis 
(15 months to 31 March 2013: 
£2.4 million)
£4.0m
111%
Proﬁ t before tax
Find out more at
www.haywardtyler.com
Trading* earnings per share 
of 6.51 pence up 121% on 
a pro rata basis
(15 months to 31 March 2013: 
3.68 pence)
6.51p
121%
Earnings per share
Order intake of £46.0 million, 
up 16% on a pro rata basis
(15 months to 31 March 2013: 
£49.5 million) 
£46.0m
16%
Order intake
Strong revenue growth to 
£43.2 million, up 33% on a 
pro rata basis
(15 months to 31 March 2013: 
£40.5 million)
£43.2m
33%
Revenue 2 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 1   What do we do?
Design, engineer, manufacture 
and service electric motors for 
mission critical applications
How do we do it? 
Through an innovative 
product and service 
offering
2
   How do we deliver it?
Through:
 � Continuous improvement
 � Our people
 � Our processes
 Our Vision
Engineering excellence
T o be our customers’ 
number one choice for 
the provision of mission 
critical motors and 
pumps within our 
chosen markets
Our Mission
  For more information on 
Our Strategy see page 3
3
                         People                                                                                                                                                 Products 
Value                                                                                                Value                                                                                               Value                     
   
                    Continuous                                                       
                                
   
                                improvement
                                  Processes
4
   Who do we do it for? 
Market led: 
 � Energy sector 
 � Global customers 
 � Local service 3 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
Our strategy will deliver our 
mission and create value 
through the pursuit of continuous 
improvement of our people, our 
processes and our products
1 Continuous Improvement 
 a philosophy and a mindset
2 Our People 
  we are creating a dynamic, opportunistic 
environment for our employees to develop 
and grow
3 Our Processes 
  we are driving operating efﬁ ciencies 
both internally and externally through 
our supply chain
4 Our Products 
  we are promoting engineering innovation 
through investment in research and 
technical development
5 Value
  to ensure the long-term strength of our 
business* through increased proﬁ tability* 
that enables us to deliver a good 
shareholder return*
 Our Strategy
  *  For more information on our 
KPIs see page 10
                         People                                                                                                                                                 Products 
Value                                                                                                Value                                                                                               Value                     
   
                    Continuous                                                       
                                
   
                                improvement
                                  Processes 4 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Our Strategy in Action
Products
Having invented the “wet-wound” motor 
and applied the technology back in the early 
1900s and later in the 1940s to the design of 
the boiler circulating pump, Hayward Tyler 
has a long and enviable reputation for 
innovation and reliability.
The Group is now very much focused on 
the ongoing improvement across its core product 
range in terms of making further improvements 
to increasing efﬁ ciencies, reducing lead times and 
cutting costs. This is part of the growing strategic 
engagement with customers as they seek to work 
with a credible, reliable and proven partner.
Recent developments of Hayward Tyler’s product 
range include:
�  Development of an ASME “N” stamped Class III 
heat exchanger;
�  Development of a standard range of both sea 
water lift and ﬁ rewater motors for the offshore 
topside oil and gas market; and
�  Value enhancements to Hayward Tyler’s market 
leading jointing and bearing technologies.
          People                                                                                                          Products                            
Our 
strategy 
>40 years 
The length of time our longest 
serving boiler circulating 
pumps  have been in operation
  For more information on our 
KPIs see page 10
Our Continuous Improvement 
Programme is focused on the 
identiﬁ cation, reduction and 
elimination of sub-optimal processes
People
Our employees are at the heart of what 
we do. The training and development of them 
is therefore key not just to our current ability 
to deliver “On Time in Full” but also to manage 
the planned growth of the Company as it 
seeks to capitalise on the opportunities 
available in its end markets.
The investment in our apprenticeship and graduate 
programmes continues to bear fruit. During the year 
we doubled the intake of graduates and celebrated 
in the success of one of our recent graduates 
winning the prestigious UK’s Young Manufacturer 
of the Year Award. In total the Company has already 
invested the equivalent of 280 person days of 
training and laid the foundations during the diagnostic 
phase of the Civil Nuclear Sharing in Growth 
programme. This is a considerable investment and 
a clear statement of intent to bring the entire UK 
based workforce to a “Fit for Nuclear” standard.
Recent developments include:
�  Training for over one third of our Luton based 
employees in continuous improvement and 
over two thirds of our US based employees 
in structured problem solving;
�  Wider engagement with all employees through 
the roll-out of questionnaires and forums; and
�  Investment in the fabric of our US and UK 
facilities including a new crew room and a 
new canteen.
          People                                                                                                             Products                            
Our 
strategy 
          People                                                                                                          Products                            
Our 
strategy 
Processes
The Group continues to drive incremental 
efﬁ ciencies through its continuous 
improvement programme. Having originally 
kicked-off in the East Kilbride facility this 
is now ﬁ rmly embedded into the Luton 
operations and is being embraced by the US 
and Chinese operations. The improvements 
are based on many small changes and are 
often driven by the employees themselves as 
they begin to see the art of the possible and 
embrace a culture of Kaizen (good change).
The improvement in the Group’s processes has 
been recognised by a number of its peer group 
with the Luton business winning the prestigious UK 
Manufacturer of the Year Award in the Information, 
Communication and Technology category. Having 
been runner-up in the previous year it was a well-
deserved win. We were also encouraged by 
winning a Certiﬁ cate of Achievement Award 
presented by Rolls Royce Nuclear.
Further changes are manifesting themselves 
through the Group including:
�  A revised layout in our US facility reducing lead 
times considerably and doubling the potential 
available output;
�  A reduced footprint in our Luton facility whilst 
expanding output by over 40%; and
�  Reducing stock levels in our Chinese facility 
due to better scheduling.
                                  Processes
                                  Processes
                                  Processes 5 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Our Markets
Operating across
the energy sector
Hayward T yler operates across the 
energy sector , one of the largest and 
most dynamic industries worldwide
Power
1 Source: World Resources Institute: Global Coal Risk Assessment Report – Nov 2012
Oil & Gas
Hayward Tyler is focused on providing reliable motor solutions to the upstream 
offshore oil and gas market both on the topside and also subsea.
The topside pumping market is forecast
2
 to grow by an annual 12% to 2018 
and be worth an estimated USD2.2 billion with a doubling in the number of 
offshore ﬁ elds starting-up by 2020. Hayward Tyler provides a complete range 
of submersible seawater lift and ﬁ rewater motors to its customers as part of 
an integrated pump package. 
Hayward Tyler continued to develop its strategic relationship with Eureka 
Pumps AS, winning further contracts in the North Sea and Canada valued at 
over £5.0 million and signing a partnership agreement to provide customers 
with a seamless approach to the maintenance of our combined packages 
across the Norwegian Continental Shelf and further aﬁ eld. 
On the subsea side there has been growth in the demand for subsea processing 
driven by a combination of oil majors and smaller operators. The oil majors are 
looking to use subsea processing to improve their own free cash ﬂ ows and smaller 
oil companies now view the technology as being mature as opposed to only two 
years ago when it was considered an emerging technology. Subsea boosting has 
the potential to change the economics of oil recovery by not only reducing the cost 
of the hardware (by around 50% through standardisation) but also it is estimated 
that it could add 5-6 years to a North Sea ﬁ eld’s life. As such, spending on subsea 
trees is expected
3
 to increase by around 12% year on year to 2018.
Hayward Tyler is well placed to capitalise on this subsea trend given the limited 
number of motor suppliers globally that have the requisite motor expertise, global 
standards, approvals and reference list.
Order intake*
%
Revenue*
%
57
15
13
16
51
18
16
15
� Power
� Oil and Gas
� Nuclear
�  Other including 
Industrial, 
Chemical and 
Renewables
12
Power covers the main forms of large utility scale (i.e. 300 megawatts and above) 
power generation that includes both coal and gas ﬁ red power generation. With 
a main focus on coal ﬁ red power generation, Hayward Tyler has an installed 
base of over 2,300 boiler circulating pumps (“BCPs”) worldwide. The majority 
of these units are for drum boiler application but over the past decade the 
focus has moved to supercritical design. This and the next generation of ultra-
supercritical designs are pushing the efﬁ ciency of new coal ﬁ red power plant. 
A 1% improvement in the efﬁ ciency of a conventional pulverised coal combustion 
plant results in a 2-3% reduction in CO2 emissions. Highly efﬁ cient modern 
coal plants emit almost 40% less CO2 than the average coal plant currently 
installed thus explaining why both older (greater than 25 years) and smaller 
(less than 300 megawatts) plants are being closed and replaced. As part of its 
strategic focus Hayward Tyler is at the forefront of developing the next generation 
of BCPs for the evolving boiler designs. 
Market studies
1
 estimate that there are an additional 1,199 coal ﬁ red power 
stations currently being proposed with an installed capacity of over 1.4 million 
megawatts (a typical coal ﬁ red power station produces around 6-700 megawatts). 
Of these power stations, over 76% are proposed in China and India with the 
majority of the larger power stations anticipated to be built to supercritical and 
ultra-supercritical designs.
Whilst the Indian market has been relatively subdued over the past 12 months, 
due to a combination of local economic and political reasons, it is anticipated 
that the market will begin to see signiﬁ cant growth. The recently announced 
political and economic reforms combined with power shortages are only likely 
to accelerate this demand.
China by comparison has been more buoyant, driven by a stronger domestic 
economy and its continued drive for larger more efﬁ cient coal ﬁ red plant. Its 
generation capacity is expected to double by 2030 with an annual increase 
of around 88 gigawatts of new plants each year, which is equivalent to the 
UK’s entire installed capacity.
51%
Revenue
57%
Order intake
18%
Revenue
12%
Order intake
For the year to 31 March 2014 oil and gas represented: For the year to 31 March 2014 power represented:
2 Source: Rystad Energy: Global Topside Pump Market 2011
3 Source: Morgan Stanley Research Note – May 2014 6 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
Our Markets
continued
Hayward Tyler has operated in the nuclear market for nearly 60 years, having 
originally provided specialist pumps to Calder Hall in 1956, the ﬁ rst civil nuclear 
power station ever built. We have over 1,000 pumps in active service in nuclear 
plants across the globe and installed equipment in over 60% of all the nuclear 
power stations in North America. Over half of the 438 operational reactors 
worldwide are currently over 25 years old thus providing signiﬁ cant opportunities 
for aftermarket services including replacement of older units.
Post the lows of Fukushima, there is a renewed focus on integrity of product, 
reliability and safety highlighting the importance of being the original equipment 
manufacturer.
Despite the delays following Fukushima the global opportunities are huge as 
nuclear accounts for 14% of the global electricity generation. Global nuclear 
capacity is projected 
4
 to increase from a current 371 gigawatts to 578 gigawatts 
by 2035 (an increase of over 55%). China, India and Russia are expected to 
account for 96% of this growth with the UK and China leading the investment 
in new build and decommissioning. In the UK Hayward Tyler has been chosen 
to participate in the Civil Nuclear Sharing in Growth programme. This presents 
a signiﬁ cant opportunity as an approved domestic supplier to share in the 
potential build of 12 reactors across 5 sites and access to a further 45 worldwide.
Our US facility holds the ASME B&PV “N”, “NPT”, “NA” and “U” stamps, as well 
as the ”NS” certiﬁ cates, which represent key accreditations in the nuclear market.
Nuclear Other **
Hayward Tyler provides its technologies for application across a wide range 
of other sectors. 
Our Varley gear pumps are used in lubrication and fuel pumping solutions, 
including for diesel engines, where our compact design saves space and 
eliminates the need for a base plate thus making maintenance easier and 
more economical. 
Our canned motor pumps are used in a wide range of high pressure and high 
temperature applications. By eliminating mechanical seals within the motor 
and utilising the process ﬂ uid as a coolant for the rotor and stator, the need 
for a fan or ball bearings is eliminated. This not only allows our motors to be 
quiet but also signiﬁ cantly lowers the risk of breakage or failure.
On the renewables side we are working across the solar and tidal sectors 
developing new technologies for different forms of power generation. 
The solar power tower systems demand pumping equipment that can handle 
extremely high temperatures and pressures with an inherently fast, daily 
warm-up and cool-down cycle. 
On the tidal side we have developed a prototype tidal generator for modular 
one megawatt units. 
In conventional coal ﬁ red power plants our synthetic gasiﬁ cation technology 
helps improve the overall plant efﬁ ciency thus reducing overall emissions, 
which assists in making this technology more environmentally friendly.
For more information 
on our markets, go to
www.haywardtyler.com
4 Source: EIC Nuclear Insight Report – Apr 2014
15%
Order intake 2014
16%
Revenue 2014
For the year to 31 March 2014 nuclear represented:
16%
Order intake 2014
15%
Revenue 2014
For the year to 31 March 2014 other represented:
** including Industrial, Chemical and Renewables 7 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
Change to Shareholder Base
During the ﬁ nal quarter of the year 
our largest shareholder, MBE Mineral 
Technologies Pte Limited (“MBE”), sold 
its entire shareholding in the Company. 
This shareholding, which represented 
approximately 42% of the Company’s 
share capital, was placed with a range 
of institutional and other investors. 
Results Overview
The Group continued to make strong progress 
in the year with revenue rising to £43.2 million 
(15 months to 31 March 2013: £40.5 million). 
This generated an underlying trading* operating 
proﬁ t of £4.7 million (2013: £3.3 million), which 
represented a return on revenue of 10.8% 
(2013: 8.1%). Underlying trading* earnings 
per share were 6.51 pence (2013: 3.68 pence). 
After non-trading ﬁ nance and tax charges the 
statutory proﬁ t after tax was signiﬁ cantly higher 
at £2.3 million (2013: £0.1 million).
  
A fuller review for the year 
starts on page 8.
Inaugural Dividend
Previously we have stated that we would start 
to pay dividends once we had achieved a much 
stronger ﬁ nancial footing. Having reduced our 
net debt to EBITDA to below our target of 2:1 
and in recognition of the progress made, we 
paid our inaugural interim dividend of 0.5 pence 
per ordinary share in February 2014. The Board 
will adopt a progressive dividend policy and, 
subject to shareholder approval, will pay a ﬁ nal 
dividend of 0.75 pence per share on 29 August 
2014 to shareholders on the register on 15 
August 2014 (ex-dividend date: 13 August 2014).
John May
Non-Executive Chairman
New Banking Arrangements
The Group arranged new UK banking 
and borrowing facilities in March 2014 of 
£14.2 million, which replaced facilities of 
£12.9 million that had been supported by MBE. 
These new UK facilities place the Group in a 
much stronger position and we view the de-
coupling of the loan from MBE as an important 
stepping stone in the Group’s development.
 
 Further details of the new facilities are setout 
in the Financial Review on page 12.
.
Corporate Governance
  I set out my review of our corporate 
governance on page 23.
Outlook
The year to 31 March 2014 has seen 
some signiﬁ cant positive developments for 
Hayward Tyler. The continuing improvement 
in performance, built on greater operational 
and ﬁ nancial robustness, is allowing the Group 
to focus on other key areas such as technical 
development, people development and 
marketing and sales.  
With Hayward Tyler’s bicentenary arising in 
2015, the Board continues to look to the future 
with increasing conﬁ dence.
John May   
Non-Executive Chairman
30 June 2014 
  Chairman’s Statement
A year of growth and 
ﬁ nancial independence
The continuing 
improvement in our 
business gave us the 
conﬁ dence to pay our 
inaugural dividend 
during the year”
The board
Changes to the Board
As a result of MBE’s sale, Deepak Khaitan, 
Subir Dasgupta and Prabir Ghosh stepped 
down from the Board and Maurice Critchley 
joined as a non-executive director. The 
Board would like to express its gratitude 
for the support provided by Deepak, 
Subir and Prabir together with MBE both 
operationally and ﬁ nancially during the 
20 months or so that they were directly 
involved with the Company. We are 
delighted to welcome Maurice, a long 
time shareholder in the Company, on to 
the Board given his extensive experience 
in manufacturing and knowledge of the 
offshore oil and gas markets.
Issues concerning the Board
Key areas of focus for the Board in 2014-15 
include inter alia:
� Talent and people development;
�  Business development including market 
focus;
�  Investment in research and development;
�  The potential participation of our principal 
UK business, Hayward Tyler Limited, in the 
current round of the Regional Growth Fund 
and Civil Nuclear Sharing in Growth 
programmes; 
�  Corporate governance policy and practices;
�  Extension of our risk management 
processes; and
�  Appointment of a further Non-Executive 
Director.
* measured on a trading basis (see note 2.5) 8 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
Introduction
In June 2013 I wrote about the 
15 month period to 31 March 2013 being 
one characterised by tumultuous change.  
As I write this a year later and looking 
back at the 12 months to 31 March 2014 
the period can be characterised by 
successfully managing signiﬁ cant growth.  
Our 2014 ﬁ nancial year has been a “cracker” 
and I am encouraged by the progress that 
has been made across the Group and 
the foundations which have been laid for 
continuous improvement and growth. Against 
an improving market environment we are 
well positioned to capitalise on whatever 
opportunities we may seek to pursue. It is 
our people who make this possible and who 
have successfully managed this transition 
so a special thank-you to you all for your 
continued dedication, perseverance, sense 
of humour and hard work.
Performance Review
For reporting purposes we split our business 
into two segments, Original Equipment (“OE”) 
and Aftermarket (“AM”). During the year the 
Group successfully increased the proportion 
of revenues which it derives from OE and 
delivered an overall increase in margins. This 
is a strategically important target as the Group 
looks to seed its markets with new units which 
will provide the source of future AM business.  
The trend gives a clearer picture with the OE:AM 
split moving from 30%:70% in 2012-13 to 
35%:65% in the ﬁ rst half of 2013-14 and 
45%:55% in the second half giving a mix for 
the full year of 41%:59% (against a longer 
term target of 50%:50%).
Ewan Lloyd-Baker
Chief Executive Ofﬁ cer
 Chief Executive’s 
Business review
In headline growth terms revenues were up in 
both segments, up 77% in OE and 14% in AM 
(on a like for like basis), both signiﬁ cant increases 
in their own right but particularly so when set 
against the backdrop of the reduced footprint 
initiative at our main manufacturing facility in 
Luton. The ability of the team in Luton to manage 
this whilst delivering such a signiﬁ cant increase in 
the number of units shipped (from 32 during the 
15 month period to 41) is testament to them, the 
processes which they have put in place and a 
real example of our Strategy in Action. This has 
manifested itself through not only a signiﬁ cant 
jump in the “beat-rate” at the factory but also in 
a reduction in unit arrears of 32% during the year. 
This improvement is obviously helping greatly in 
the development of our strategic relationships, 
both with our customers but also with our supply 
chain. On the customer side, during the year 
we announced a strategic relationship with our 
biggest customer in the oil and gas market, 
Eureka and we are in active discussions with 
other customers to develop closer ties more 
aligned with their requirements and our focus 
of “On Time in Full”. On the supply chain side we 
have continued to develop our supply chain so 
that we have a deeper relationship with a smaller 
number of suppliers again working on the basis 
to deliver “Quality at Cost” and “Right First Time”. 
This is already leading to beneﬁ ts in terms of 
reduced lead times and improved and more 
consistent quality.
Given the operational improvements across 
both OE and AM the segment operating proﬁ t 
performance was up signiﬁ cantly against the 
last period by 61% on a like for like basis. 
A year of signiﬁ cant
growth with more 
to come”
Our 2013-14 focus
•  Continue to drive operational 
improvements at our main manufacturing 
facility in Luton;
•  Improve margins whilst growing revenues 
and moving the mix towards a more 
balanced split between “OE” and “AM”;
•  Generate sufﬁ cient cash internally to 
fund the growth of the business; and
•  Improve communication across 
the business. 
What happened
�  Revenues increased by over 30% with an 
improvement in gross and operating margins 
whilst completing the reduced footprint initiative 
in Luton; 
�  Split between OE:AM moved from 30%:70% 
to 41%:59%;
�  Growth delivered using internally generated 
cash and within new banking facilities; and
�  Improved communication through a number 
of forums within the Group and sharing of best 
practice.
Priorities for 2014-15
�  Manage the longer-term growth prospects whilst 
maintaining the short-term output requirements 
particularly in light of the Luton led grant funding 
opportunities;
�  Continue to generate sufﬁ cient cash internally 
to fund expected growth and the related 
investment; and
�  Continue to improve communication across the 
Group and with our customers and supply chain.
Setting Hayward Tyler’s priorities 9 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
This was driven by a combination of growth of 
18% in AM but also the elimination of operating 
losses in OE, which have long been a hindrance 
to the overall Group performance. Therefore 
whilst the absolute amount of segment operating 
proﬁ t generated by OE was relatively small, the 
Board believes there is still scope for further 
improvement.
Order intake
Against this backdrop of increased revenues, 
operational and margin improvements it was 
very encouraging to see continued growth in 
order intake which ended the year up 16% on a 
like for like basis. More importantly this represents 
an increase of over 1.4x historical revenues 
against the Company’s target of 1.1x (see KPIs). 
The order intake remains broadly spread across 
a range of geographies with China growing in 
relative importance based on the strength of the 
OE business. Power remains the largest sector 
(which includes both OE and AM) representing 
57% of order intake followed by Nuclear (15%) 
and Oil & Gas (12%). This reﬂ ects a renaissance 
in the nuclear sector driven by a strong AM 
performance in South Korea, Sweden and the 
US. Whilst Oil & Gas fell from 19% last period 
to 12% this year the outlook remains positive 
and the Board’s expectations are that this will 
grow as a percentage of overall order intake in 
the coming years. 
All of the above gave the Company an order 
book at 31 March 2014 of £28.8 million, a ﬁ gure 
broadly in line with the position at the end of 
the last period despite the underlying increase 
in revenues of 33% on a pro rata basis.
Stakeholders
As highlighted above, the business continues 
to develop and grow from strength to strength.  
This is still very much work in progress and we 
would not have been as successful in this regard 
if we didn’t have the support and patience of all 
our stakeholders; our suppliers, our customers 
and especially our employees. Thank-you.
The Future
As the expression goes, the future is bright. 
The business is on a much stronger operational 
footing and therefore better placed to take 
advantage of the opportunities which are 
presenting themselves in the energy market 
globally. With our Luton facility having the 
potential to participate in both the Regional 
Growth Fund and Civil Nuclear Sharing in 
Growth programmes our operational ability to 
deliver growth will be ﬁ rmly underpinned. There 
are numerous game-changers which the Group 
is now able to invest in and work on including 
the offshore oil and gas market, the civil nuclear 
market and the wider growth of cleaner fossil 
ﬁ red power generation in China and India.
This overall positive market outlook combined 
with our improving ability to deliver gives me 
signiﬁ cant conﬁ dence in our ability to turn our 
200th anniversary year in 2015 into a very 
special one to celebrate.
Ewan Lloyd-Baker 
Chief Executive Ofﬁ cer 
30 June 2014 
 Chief Executive’s 
Business review
continued
Our 2014 ﬁ nancial year 
has been a “cracker” 
and I am encouraged 
by the progress.”
  For more information 
go to
Strategy  See page 3
Vision See page 2
Sustainability  See page 18
For more information visit
www.haywardtyler.com 10 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
We use various internal and 
external measures to assess 
our performance against our 
strategy. The Key Performance 
Indicators (KPIs) set out below 
help determine how successful 
we have been in strengthening 
our business, increasing 
proﬁ tability and generating a 
positive return to shareholders. 
These KPIs are all ﬁ nancial in nature and during 
2014-15 we will be developing non-ﬁ nancial 
KPIs that will be reported to shareholders. 
The ﬁ nancial measures for 2012-13 in the charts 
below are measured for the 15 month period 
to 31 March 2013 except for net debt to trading 
EBITDA, which is measured at 31 March 2013 
and assumes trading EBITDA has been earned 
evenly over the 15 month period.
To align the interests of senior management 
with those of shareholders, remuneration of 
the Executive Directors is linked to a number 
of these KPIs. 
 KPIs
Measuring our 
performance
For further details see the Directors’ 
Report on Remuneration
To see our strategy, 
go to page 3
Strategic Objective
T o ensure the strength of our business
Progress in year 
Very strong order intake representing 
1.4x historical revenue on a pro rata basis.
Target 
Order intake to historical revenue 
 1.1x 
>
Order Intake to 
Historical Revenue
New orders represent 
future revenue and proﬁ t.
1
12-13 11 14
Order Intake to 
Historical Revenue
Ratio
1.2
0.8
1.4
Progress in year 
Performance just below target at 78% driven 
by growth of business and high activity levels 
at year end.
Target
Cash conversion
 85%
>
Cash Conversion
Maintain a balance between 
growth and working capital. 
2
Cash Conversion
%
-6
115
12-13 11 14
78
Progress in year 
A further signiﬁ cant reduction from 2.6:1 
at 31 March 2013 on a pro rata basis to 
1.5:1 at 31 March 2014.
Target: 
Ratio of 2:1 or lower
 2:1 
>
Net Debt to Trading EBITDA
Maintain a balance between 
growth and borrowings.
3
Net Debt to Trading EBITDA
Ratio
12-13 11 14
3.3
2.6
1.5
Progress indicator: 
Positive   Neutral   Negative 11 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
Definitions
2012-13
15 month period to 31 March 2013 
or at 31 March 2013
Order Intake
Firm contracts for which a purchase 
order has been received from the 
customer in a period.
Cash Conversion
Ratio of (a) Trading EBITDA plus 
movement in working capital 
(including progress payments) 
to (b) Trading EBITDA.
Net Debt
Cash less borrowings.
Trading EBIT
Underlying earnings before interest 
and tax before exceptional items.
Trading EBITDA
Underlying earnings before interest, 
tax, depreciation and amortisation 
before exceptional items.
Gross Profit %
Gross profit margin represents ratio 
of (a) revenue less cost of sales to 
(b) revenue.
Trading EPS
Underlying fully diluted post-tax 
earnings before exceptional items.
KPIs
continued
Strategic Objective
T o increase proﬁ tability
Strategic objective
T o generate positive shareholder return
To see our strategy, 
go to page 3
Gross Proﬁ t %
Maintain a balance between 
prices and direct costs.
4
Gross Proﬁ t
%
34.6
12-13 11 14
32.9
37.7
Progress in year 
A strong increase from 34.6% to 37.7% 
reﬂ ecting improving OE proﬁ t margins.
Target 
Margin 
 35%  
>
Progress in period: 
EPS growth of 121% on 2012-13 
on a pro rata basis. 
Target: 
Year on year growth of >10% 
 10% 
>
Trading EPS Growth
Closely aligned to 
shareholders’ objectives.
6
Trading EPS Growth
%
12-13 11 14
-56
-19
121
Trading EBIT %
Key proﬁ t measure that is 
used to assess operational 
performance.
5 Progress in year 
A 78% increase in EBIT on 2012-13 on a pro rata 
basis driven by improving OE proﬁ t margins and 
by the AM generated EBIT of 10.8% of revenue.
Target
Generate EBIT which is 10-15% of revenue 
for the period in question.
10-15%  
Trading EBIT
%
12-13 11 14
10.8
8.1
7.2
Progress indicator: 
Positive   Neutral   Negative 12 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
Introduction
I am pleased to report on a strong set of 
results built on greater operational and 
ﬁ nancial robustness.
Basis of Reporting
The Group ﬁ nancial statements in this report 
have been prepared in accordance with 
International Financial Reporting Standards 
(“IFRSs”). To provide clarity to the results they 
have been analysed between trading and non-
trading where trading represents the underlying 
business performance and non-trading represents 
non-recurring items, which include non-recurring 
ﬁ nance costs and deferred tax charge. There are 
no non-trading operating items.
Trading Operating Results
Revenue for the year was £43.2 million (15 
months to 31 March 2013: £40.5 million). Gross 
proﬁ t margin increased to 38% (2013: 35%), 
driven by the OE and AM, which delivered an 
overall trading proﬁ t before tax of £4.0 million 
(2013: £2.4 million). The trading EBITDA (earnings 
before interest, tax, depreciation and amortisation) 
for the year was £5.5 million (2013: £4.2 million).
The Group is exposed to the US Dollar through 
its operating business in the USA and from UK 
exports to China. On a constant exchange rate
1
 
basis revenue in the 15 months to 31 March 
2013 would have been lower by £0.1 million. 
The impact on proﬁ t before tax is immaterial.
Non-Trading Operating Results
There were no non-trading operating items 
in the year (2013: loss of £0.8 million).
Finance Charges
Trading ﬁ nance costs in the year represent 
underlying interest payable of £0.6 million (2013: 
£0.9 million) and non-trading ﬁ nance costs of 
£0.2 million (2013: £0.5 million), which relate 
to the one-off cost of expensing re-banking 
fees held on balance sheet that were being 
amortised over the life of the loans (six years) 
to which they related. 
Gains and losses relating to movements in fair 
values of derivatives are recorded in the income 
statement. The impact in the year was a gain 
of £41,000 (2013: £0.5 million), which related 
to foreign exchange hedging instruments. 
Tax
There is a trading tax charge for the year 
of £1.1 million (2013: £0.8 million), which 
represents tax payable on proﬁ ts in the USA 
and China of £0.8 million and a non-cash 
deferred tax charge on proﬁ ts generated in 
the UK of £0.3 million. There is a non-trading 
and non-cash tax charge of less than £0.5 
million (2013: £0.5 million), which relates to the 
revaluation of the deferred tax asset following 
the announcement that UK corporation tax 
rates will be reduced from 23% to 20%.
Dividends
The Group paid its inaugural interim dividend 
of 0.5 pence per share in February at a total 
cost of £0.2 million.
Net Proﬁ t
There was a trading proﬁ t for the year of 
£3.0 million (2013: £1.6 million), which delivered 
a trading fully diluted earnings per share of 6.51 
pence (2013: 3.68 pence). The total proﬁ t for the 
Nick Flanagan
Chief Financial Ofﬁ cer
1
   constant exchange rate is 
calculated by rebasing prior 
year ﬁ gures at current year rates  
The new borrowing 
facilities provide a 
springboard for the 
long-term growth 
of the Group”
 Financial Review
Operationally robust 
with strong ﬁ nancial 
foundations
Our 2013-14 focus
�  Reduce net debt to EBITDA 
to less than 2:1;
�  Reﬁ nance UK borrowings 
on a standalone basis; and
�  Formalise risk management within 
the Group.
What happened
� Net debt to EBITDA reduced to 1.5:1;
�  UK borrowing facilities reﬁ nanced on 
a committed basis with increased 
headroom, extended debt maturity 
proﬁ le and lower interest cost; and
� An active risk register was introduced.
Priorities for 2014-15
�  Manage working capital of our 
growing business;
�  Develop our risk management 
processes further; 
�  Develop our corporate governance 
policy and practices further; and
�  Establish new borrowing facilities of 
USD2 million for our US operation.
Our Focus and Achievements 13 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
year was £2.3 million (2013: £0.1 million), 
which delivered a fully diluted earnings per 
share of 5.02 pence (2013: 0.29 pence).
New Financing Arrangements
The Company completed standalone new UK 
banking and borrowing facilities in March 2014 
of £14.2 million, which replaced facilities of 
£12.9 million that had been supported by MBE. 
The new UK facilities from the Royal Bank of 
Scotland (“RBS”) place the Group in a much 
stronger position:
�  The borrowing facilities are committed rather 
than being on demand;
�  The amount of the borrowing facilities 
provides the Group with additional headroom;
�  With an average life of four years, the facilities 
extend the Company’s debt maturity proﬁ le; 
and
�  The associated interest rates are lower than 
those of the old facilities.
The new UK facilities comprise: 
  Maturity £ million
Property term loan March 2019   3.2  
Term loan March 2017 3.0
Revolving  November 2017 5.0
credit facility 
Bonds and
guarantee facility n/a 3.0
   14.2
In addition, the Company is in the process of 
establishing a new borrowing facility for its US 
operation of USD2 million with RBS Citizens Bank. 
Borrowings
Net debt decreased from £8.5 million at 
31 March 2013 to £8.3 million at 31 March 2014 
and comprised term borrowings of £5.8 million 
(2013: £3.4 million), ﬁ nance leases of £0.5 million 
(2013: £0.4 million) and drawings under revolving 
credit facilities of £3.8 million (2013: £5.3 million) 
offset by cash £1.7 million (2013: £0.6 million). 
At year end headroom (cash plus undrawn 
facilities) was £3.8 million (2013: £3.2 million). 
Details of cash, borrowings and related interest 
rates are given in notes 23 and 29 to the ﬁ nancial 
statements. 
In spite of the 33% growth in revenue net debt 
was reduced with the majority of cash generated 
being reinvested in the business. The ratio of net 
debt to EBITDA improved signiﬁ cantly reducing 
from 2.6:1 at 31 March 2013 to 1.5:1 at 
31 March 2014.
Pensions
Within the UK, the Group operates a deﬁ ned 
beneﬁ t plan, with beneﬁ ts linked to ﬁ nal salary, 
and a deﬁ ned contribution plan. With effect 
from 1 June 2003 the deﬁ ned beneﬁ t plan was 
closed to future service accruals and new UK 
employees offered membership of the deﬁ ned 
contribution plan. The majority of UK employees 
are members of one of these arrangements. 
A full actuarial valuation of the deﬁ ned beneﬁ t 
plan is produced every three years (the last 
one being as at 1 January 2011), however, 
a valuation is prepared at each period end 
for the purposes of the report and accounts 
by independent qualiﬁ ed actuaries. The net 
obligation has reduced in the year to £1.5 million 
from £1.6 million at 31 March 2013.
Details of pensions and employee obligations 
are given in note 28 to the ﬁ nancial statements.
Statement of Financial Position
Total equity increased by £1.4 million as a result 
of proﬁ t for the year of £2.3 million mainly offset 
by the payment of the interim dividend of £0.2 
million, the impact of exchange differences on 
translating foreign operations of £0.3 million and 
the purchase of shares by the Group’s employee 
beneﬁ t trust of £0.3 million. 
Nick Flanagan
Chief Financial Ofﬁ cer
30 June 2014
Financial Review
continued
Revenue growth
33%
Borrowing facilities
The new committed borrowing 
facilities extend debt maturity proﬁ le, 
increase headroom and lower cost.
Net Debt to Trading EBITDA
Ratio
12-13 11 14
3.3
2.6
1.5 14 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Principal Risks 
and Uncertainties
The Group is exposed 
to a number of risks and 
uncertainties that could 
have a material impact 
on its performance and 
ﬁ nancial position. 
Managing Risk
Identifying, assessing and managing 
risk is the responsibility of the Board. 
Our approach to risk is intended to 
protect the interests of our shareholders 
and other stakeholders whilst allowing 
the business to develop and to grow. 
Our risk appetite depends on the nature 
of an individual risk and it is considered 
in Board discussions as the need arises 
but also as part of our regular risk review 
process. From time to time the Board 
obtains advice from third party experts in 
a cost effective manner to complement  
and supplement in-house knowledge.
The long-term success of the Group relies, 
in part, on managing the risks to our business. 
Whilst the Group has long-established 
risk management policies and practices in 
place, which address and monitor risk, we 
recognise that we could and should do more. 
Accordingly, we intend to develop the risk 
management processes further during 2014-
15. We have commenced this development 
by asking the Chief Financial Ofﬁ cer to take 
responsibility for risk management on 
behalf of the Board and to extend the terms 
of reference of the Audit Committee to review 
the risk register on a quarterly basis, such 
review to include making recommendations 
for further mitigating actions where relevant. 
Ultimately our aim is to ensure that risk 
management is embedded within the core 
processes of our business units.
Risk Management Process
During the course of 2013-14 the Chief 
Financial Ofﬁ cer has drawn together the 
policies and practices that operate in the 
Group into a risk register, which formalises 
our risk management process. It identiﬁ es 
the key business risks and documents the 
policies and practices in place to mitigate 
those risks. In addition, the risks are assessed 
as to their probability and their impact in order 
to determine a risk score. Each quarter the 
register is updated, which might include the 
assessment of a new key risk, and the risk 
score re-calculated. The updated register is 
reviewed by the Audit Committee and, where 
relevant, further mitigating actions are taken 
following the review. 
Our approach to risk 
is intended to protect 
the interests of our 
shareholders and 
other stakeholders 
whilst allowing the 
business to develop 
and to grow.” 15 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
Risk 
The Group is a specialist business providing niche engineering 
solutions for the global energy sector. The Group’s current focus is 
on organic growth only. There is no acquisition risk. The Board believes 
that the Group’s focus on organic growth in markets that in themselves 
are growing and investment in key aspects of its business will help to 
maintain and improve the Group’s strong competitive position. 
The investment in key aspects includes:
� Employees (see Employees below);
� Supply chain (see Supply Chain below);
�  Developing and maintaining strong relationships and, in some 
cases, partnerships with key customers and suppliers. One aspect 
of this approach is the development of new and innovative solutions 
to match customers’ needs including life cycle management;
� Capital expenditure on plant and equipment; and
�  Research and development of products to bring technological 
advances that improve or maintain the Group’s competitive 
advantage (see Products below).
Mitigation
Strategic Risk
1
  Growth 
Strategy and 
Competition
A fundamental part of the Group’s 
strategy is growth, which includes, 
amongst others, reliance on the growing 
markets of China, India and the offshore 
oil and gas sector. The markets in 
which the Group operates remain highly 
competitive. If the Group fails to keep 
up with technological change then its 
products, services and technologies 
could become less competitive.
The Group continues to improve its engineering, manufacturing 
and testing processes together with regular contract reviews and 
real time “what-if” analysis to underpin the continued delivery of high 
quality and reliable products. In addition, the Group is increasing 
its expenditure on research and development to improve products.
The Group also seeks to minimise such risks through its terms 
of trade such as limiting the undertakings it gives to pay liquidated 
damages and avoiding consequential damages.
2
  Products The Group’s businesses design, 
manufacture and service highly technical 
products that are mission critical to the end 
user. The failure of the Group to satisfy its 
contractual obligations or the subsequent 
failure of the products could expose the 
Group to signiﬁ cant losses and cash 
constraints. Furthermore any delays in 
the manufacturing process could lead 
to a backlog of orders that prevent the 
Group’s businesses from winning further 
orders due to increased lead times.
Potential Impact
 Local senior management are responsible for monitoring and 
responding to changes in their markets. The Group has made progress 
in reducing its ﬁ xed cost as a percentage of its total costs, for example 
by developing its supply chain (see Operational Risk below), which allows 
it to be more ﬂ exible in an adverse trading environment. In addition, the 
Group has a diversiﬁ ed geographical and product portfolio that allows 
it respond to changes in market conditions.
Formal credit control policies are in place to mitigate the impact of a 
customer failing to pay for products or services.
3
   Global 
Economic 
Activity
The Global economic slowdown has 
impacted businesses across a wide range 
of sectors and geographies. Should these 
recessionary conditions continue to prevail, 
they may adversely impact the liquidity 
needs, terms of trade and the ﬁ nancial 
performance of the Group.
Principal Risks 
We classify the risks to the 
business into three groups, 
namely, strategic risk, operational 
risk and ﬁ nancial risk. The 
principal risks identiﬁ ed by the 
Directors under these groups 
are set out in the table below. 
The risks considered during our 
risk management process cover 
a wider range of issues than the 
top 10 that are listed in this table.
Strategic risk 
1
  Growth Strategy and 
Competition
2
 Products
3
  Global Economic Activity
Operational risk
4
  Employees
5
  Supply Chain
Financial risk
6
 Funding
7
 Working Capital
8
 Currency
9
 Interest Rate
10
  Pension Deﬁ cit
Principal Risks 
and Uncertainties
continued 16 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
Principal Risks 
and Uncertainties
continued
Risk
Recruitment and retention of employees is a key focus for the Group 
to ensure its continued success. This focus includes looking to partner 
with specialist search ﬁ rms to engage new employees, employing 
an annual graduate engineer recruitment programme and an active 
apprentice scheme. Employees are regularly appraised against formal 
job speciﬁ cations and targets. Training and development is provided 
to employees in the workplace and externally.
Formal policies and procedures are in place that cover all aspects 
of employment. These policies and procedures include, amongst 
others, high standards of health and safety at work, to which the Group 
is committed. Recent attention has been given to develop the skills of 
the Group’s HR team and further work is planned on:  
� monitoring pay and reward benchmarks of competitors;
� monitoring staff turnover and time taken to ﬁ ll vacancies;
�  encouraging participation in the leadership and management 
development programme;
� undertaking employee satisfaction surveys and acting on the feedback;
� monitoring and reviewing salaries of business-critical managers or staff;
� developing career paths; 
� training; and
� recruiting graduates and apprentices.
Mitigation
The Group relies on the quality of its 
people and, in particular, its ability to 
attract, develop and retain key employees.
A high quality and motivated workforce is 
essential to the reputation of the products 
and services that HT delivers.
Signiﬁ cant investment is being made to evaluate the strength of suppliers 
both in ﬁ nancial and operational terms. A root and branch review is on-
going with a focus on reducing the number of suppliers by 80% and 
focusing on more strategic partnerships. Ongoing investment is being 
made to monitor tooling at suppliers and incorporate their activity into 
the Group’s Enterprise Resource Planning system.
The root and branch review includes:
� assessing and monitoring ﬁ nancial information available on suppliers;
�  ensuring supplier contracts contain a ﬂ ow-down of risk from 
the prime contract and clear delivery targets and timeframes;
�  monitoring and reviewing operational performance including 
regular performance review meetings with suppliers; 
� early intervention on any emerging issues; and
� ensuring that there is at least a dual source of supply.
The Group is continually assessing its own machining capability 
and mitigates the impact of failure through:
� outsourcing;
�  replacement, substantially ﬁ nanced by a dedicated asset ﬁ nance 
credit line; and
� a proactive in-house maintenance programme.
The Group relies on its supply chain for 
the production and delivery of certain 
key components. Failure of a key supplier 
or a tooling failure at a supplier or failure 
of the Group’s own machining capability 
could cause disruption and delay to the 
planned manufacturing operation thus 
leading to ﬁ nancial penalties and damage 
to customer relationships as well as 
damage to the Group’s reputation.
Potential Impact
Operational 
Risk
4
  Employees
5
   Supply Chain 17 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
Principal Risks 
and Uncertainties
continued
Risk
The Group manages its capital to continue as a going concern and 
maintain its liquidity. The Group continually reforecasts its borrowing 
requirements (including a Groupwide forecast each quarter) to ensure 
that funding is available to support its operations and its compliance 
with borrowing covenants. The Group reﬁ nanced its borrowings on 
a committed basis in March 2014, which provide the Group with an 
extended debt maturity proﬁ le, increased headroom and more ﬂ exible 
terms. In addition, the Group maintains an active bank relationship 
programme to safeguard its ability to fund its needs.
Mitigation
The Group is dependent on its ability to 
service its debts and reﬁ nance existing 
borrowings when they fall due as well 
as to fund working capital and its growth.
Potential Impact
Financial Risk
6
 Funding
The Group is seeking to mitigate this risk through the following means:
�  The Group’s standard terms and conditions of a manufacturing 
contract, which are likely to be working capital intensive, require 
a customer to make stage payments that fund the working capital 
on the contract. Where stage payments cannot be achieved the 
Group is seeking to use the UK Government’s export credit guarantee 
scheme in conjunction with its main lender to augment borrowing lines;
�  A Groupwide initiative to reduce stock, which includes a revision 
to buying practices;
�  Increased focus of business unit performance on debt collection; and
�  Negotiation of improved terms with suppliers.
As a fundamental part of the Group’s 
strategy is growth the Group is exposed 
to a growth in its working capital that 
absorbs cash. If the Group fails to keep 
this growth under control it could face 
cash constraints that impact the 
business cycle.
7
  Working 
Capital
The Group’s policy is to hedge its transaction exposures 
(i.e. cash ﬂ ows) on a rolling 12 month basis.
Currency hedging lines are available from a number of providers. 
As at March 2014:
�  74% of estimated US Dollars inﬂ ows into the UK over the following 
12 months were hedged; and
�  nil% of estimated Euro outﬂ ows from the UK over the following 
12 months were hedged.
The Group operates and sells in overseas 
markets that may utilise currencies other 
than those in which its principal costs 
are denominated. The exposure to foreign 
exchange rate ﬂ uctuations may, as a result, 
affect the Group’s cash ﬂ ow.
The main exposure arises from UK exports 
denominated in US Dollars as well as the 
repatriation of proﬁ ts from the operating 
business in the USA. In addition, there is a 
smaller exposure to UK imports, which 
varies in value from year to year, 
denominated in Euros.
8
 Currency
 The Group’s policy is to minimise interest cost. Following the 
repayment of debt that carried a high ﬁ xed interest rate and given 
the reasonably benign interest rate environment for Pounds Sterling 
and US Dollars (the currencies in which the Group’s borrowings 
are denominated), the Group chose to maintain the majority of its 
borrowings as ﬂ oating in order to beneﬁ t from low interest rates. 
The Group continually monitors the prospects for the interest rate 
market to ensure that it reacts quickly to an unexpected adverse 
movement in current rates.
The Group has long-term loans and short-
term borrowing facilities that carry ﬂ oating 
rates of interest based on LIBOR that expose 
the Group to an increase in charges.
9
  Interest 
Rate
The scheme is closed to new members and to future beneﬁ t 
improvements. The performance of the investment advisers is 
monitored closely by the pension trustees and the Company and action 
taken where that is not satisfactory. The assumptions used to determine 
the pension deﬁ cit/surplus are based on recommendations of the actuary 
to the scheme. The Directors discuss the pension scheme at each Board 
meeting and there is regular contact with the pension fund trustees.
The aim is to strengthen the ﬁ nancial position of the sponsor company 
through its underlying performance. That strengthens the covenant of the 
sponsor company, which assures stakeholders of its ﬁ nancial viability and 
helps to maintain or reduce its contributions to cover any funding shortfall.
The Group maintains a deﬁ ned beneﬁ t 
pension scheme and it may be required to 
increase its contributions to cover funding 
shortfalls caused by poor investment 
performance of scheme assets, a deterioration 
in the discount rate or inﬂ ation rate applied 
and changes in life expectancy of members 
of the scheme. In addition, the Group balance 
sheet is weakened by the pension deﬁ cit.
10
  Pension 
Deﬁ cit 18 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
Our key areas of focus
4 
Number of placements 
last year taken on the 
graduate award
 Corporate Social 
Responsibility
We lead our business 
responsibly to meet 
the needs of our 
stakeholders. We are 
driving improvements 
to our corporate social 
responsibility as part 
of the programme of 
continuous improvement.
Our People and Values
As highlighted in Our Strategy in Action on 
page 4 the key to our success is our ability to 
attract and retain the right sort of people. To 
this end we are determined to create a dynamic, 
opportunistic environment for our employees 
to develop and grow. We believe that our 
employees are our most valuable resource and 
we also believe that our actions support this 
mantra.  In summary we are creating a culture 
where “we do what we say we are going to do”.  
It may sound simplistic but the delivery of this 
is underpinned by a number of behaviours 
which include:
�  Clarity of tasks and expectations;
�  Compliance to (better) systems and 
procedures;
�  Individual accountability and ownership;
�  Teamwork and ﬂ exibility to share tasks;
�  Effective communication – up and down 
the organisation;
�  Working smarter (not harder) through 
better practices; and
�  Maintaining pace to overcome barriers.
The commitment from our team enables us 
to deliver our strategy and therefore in turn 
deliver value to all our stakeholders who can 
share in our success. We are committed to 
having a highly skilled and ﬂ exible workforce 
and to providing continued investment in the 
development of our staff. Looking forward, the 
potential participation in the Regional Growth 
Funded and Civil Nuclear Sharing in Growth 
programmes will provide a signiﬁ cant amount 
of resource for the ongoing training and 
development of the employees at our main 
manufacturing facility in Luton in particular. This 
will have wider beneﬁ ts for all our employees as 
we share information and best-practice across 
the Group. We are committed to ensuring that 
we provide a working environment in which 
everyone feels valued, respected and included 
in decision making such that we become the 
employer of choice, which is no mean feat in 
a very competitive marketplace.
We aim to maintain the highest ethical standards 
wherever we operate and this forms a core 
tenet of our employees’ handbook and each 
employee’s contract with his/her employing 
company. We adhere to these values, ethics 
and standards irrespective of the adequacy of 
the laws or standards of the countries in which 
we operate to ensure that we meet the needs 
of all stakeholders.
Safety
During the year we were pleased to have won 
the Governor’s Award at the annual Vermont 
Workplace Safety Conference for our US based 
facility. This is indicative of the policies and 
strict procedures in place at all of our sites 
where the health and safety of all our employees, 
contractors and visitors to our operating facilities 
is of paramount importance. We see compliance 
with health and safety regulation as the minimum 
standard to be achieved and set our own 
standards higher. Matters relating to health 
and safety form part of each business unit’s 
monthly report to, and review by, Executive 
management.
Hayward Tyler are proud 
sponsors of the local U15 
football team, Gregory Celtic.
Leadership on corporate social 
responsibility (“CSR”) matters is provided 
by the Board. CSR is managed by our 
business units and it forms an integral 
part of their day-to-day operations. 
As an employer and manufacturer, 
Hayward Tyler focuses on four key areas:
�  Our People and Values
�  Safety
�  Environment
�  Society
The year to 31 March 2014 continued to 
see increased focus on these key areas. 
We continue to identify that we can and 
should do more and, accordingly, we 
are embarking on a number of initiatives 
to enhance existing and develop new 
activities and procedures. 19 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
Environment
We aim to minimise the impact of our business 
on the environment and, like health and safety, 
compliance with environmental regulation is the 
minimum requirement. Where relevant we attain 
external certiﬁ cation and were again successful 
in achieving both ISO9001 and ISO14001 in our 
Scottish based facility.  
We continually seek ways to minimise the impact 
of our business by its use of raw materials. These 
actions include using controlled sources of 
materials and reducing our use of raw materials, 
for example, through new and innovative design. 
We aim to reduce our energy consumption. 
For example, in our main manufacturing facility 
we have successfully reduced our footprint 
by over 30% during the past year without loss 
of production or people, which is expected to 
provide heating and lighting savings in future 
years. Future investment in the site is on the 
basis that the contractor involved in the planned 
site build should undertake work in a considerate 
manner and maximise the recycling of existing 
building materials and the use of recycled 
materials where practical. 
We use specialist waste management ﬁ rms to 
remove relevant waste and, wherever possible, 
we recycle materials using any proceeds to 
reinvest in our continuous improvement 
programmes.
Society
Given a history spanning almost two centuries 
Hayward Tyler has a rich and varied involvement 
in its local community. We believe that 
engagement in society beyond the workplace 
is good for the development of our employees 
and we support them in those activities of a 
voluntary or charitable nature in which they 
have a passion.
Examples of this support have included buying 
a new football kit for a local children’s football 
team, making donations to support employees 
in their charitable exploits, which have included 
donations to a breast cancer charity and 
sponsoring an employee who successfully 
climbed the “3 Peaks” in the UK in aid of the 
Alzheimer’s Society.
The Company also actively supports a 
thriving sports, social and events diary as 
part of engaging with the wider Hayward Tyler 
“family” and we recently hosted an employee 
pensioners’ reunion at our Luton based facility.  
The Company is looking forward to hosting a 
larger number of events during 2015 to celebrate 
its bicentenary.
This report was approved on behalf of the Board 
on 30 June 2014.
Ewan Lloyd-Baker
Director
Corporate Social 
Responsibility
continued
Hayward Tyler were proud 
sponsors of one of our 
employees in his charitable 
exploits for the Alzheimer’s 
Society. He successfully 
completed the Three Peaks 
Challenge and is seen here 
at the summit of Ben Nevis, 
the tallest mountain in the UK 20 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Governance
Board of Directors 21
Report of the Directors 22
Corporate Governance 23
Audit Committee Report 26
Directors’ Report on Remuneration 27
Statement of Directors’ Responsibilities 29
Independent Auditor’s Report 30 21 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
1. Ewan Lloyd-Baker
Chief Executive Ofﬁ cer 
& Executive Director
Ewan Lloyd-Baker has worked in corporate 
turnaround and corporate ﬁ nance both as 
a principal and adviser for nearly 20 years. He 
started his career at Arthur Andersen working in 
corporate recovery and corporate turnaround 
with a number of privately owned and publicly 
listed companies. As a principal, he was part 
of the management team in a venture capital 
backed start-up which was ultimately sold to 
Reuters. He then helped set up a FTSE100 
corporate incubator before completing his 
Masters of Business Administration.
Ewan is a partner in Lloyd-Baker & Associates, 
a merger and acquisition boutique, which for 
over a decade has focused on acquiring a 
number of companies on behalf of its clients 
in deals ranging from £1 million to £20 million 
with a particular focus on the engineering and 
manufacturing sectors.
Ewan was responsible for ﬁ nding the 
original Hayward Tyler opportunity by setting 
up the acquisition vehicle, brokering the deal, 
managing the ﬁ nance raising process and 
reversing the Company into an AIM listed 
PLC. He subsequently led the restructuring 
of the main operational business during the 
recession and is now focused on leading 
the Group through its next phase of growth.
2. Nick Flanagan
Chief Financial Ofﬁ cer 
& Executive Director
Nick Flanagan is a graduate engineer from 
Imperial College and a Chartered Accountant, 
having qualiﬁ ed with PwC in 1987. Before 
joining the Company in 2008 he spent the 
previous 14 years in the engineering and 
manufacturing sectors where he held a 
number of senior ﬁ nancial roles, initially with 
Trafalgar House PLC followed by Kvaerner 
ASA and Jeyes Group Limited. Prior to that 
he spent six years in corporate treasury with 
Saatchi & Saatchi Company PLC. Nick jointly 
led the reverse into the AIM listed PLC in 
January 2010 and led the recent reﬁ nancing 
of the Group’s debt. He was shortlisted 
for FD of the Year at the 2014 UK Stock 
Market Awards.
Nick’s experience includes strategic 
development, ﬁ nancial planning and 
development, commercial and operational 
support, capital raising, debt restructuring, 
change management, reporting, mergers 
and acquisitions and all aspects of treasury 
management including hedging. 
3. John May
Non-Executive Chairman
John May is the managing partner of City & 
Westminster Corporate Finance LLP, a FCA 
registered company that focuses on advising 
companies on raising ﬁ nance, mergers and 
acquisitions, business strategies and entry 
on to listed markets such as AIM. He was 
previously a senior partner at Crowe Clark 
Whitehill, a UK accountancy ﬁ rm, for 17 years, 
including eight years on the managing board. 
John is the chairman of the Small Business 
Bureau Limited and the Genesis Initiative 
Limited, which are lobbying groups to 
Government on behalf of small businesses. 
This gives him wide access and experience in 
corporate, legal, accounting and governance 
matters, in particular, relating to those that 
impact small and medium sized companies. 
He is chairman of Red Leopard Holdings PLC, 
a mining company listed on AIM, and is also 
a Conservative Borough Councillor and past 
Mayor of the Borough of Surrey Heath. 
John qualiﬁ ed as a Chartered Accountant 
in 1974 having previously gained his
DIA at the University of Bath Management 
School in 1970 and his BA from the University 
of London in 1969. John May joined the 
Board in 2006 and is a member of the Audit 
Committee and the Remuneration Committee.
4. Maurice Critchley 
Non-Executive Director
Maurice Critchley is a Chartered Accountant 
and after qualifying worked for ﬁ ve years as Chief 
Accountant for a subsidiary of Spillers PLC. 
At the age of 26 he was appointed General 
Manager of the European and South East Asia 
Fine Chemicals division of Mallinckrodt Inc, a 
large listed US Corporation. In 1989 Maurice 
purchased a control valve company and he has 
continued to grow the business organically and 
through acquisition into Severn Glocon Group 
PLC, of which he is CEO. The group, which 
serves the international oil and gas market, LNG 
and power industries, has sales of £140 million 
and employs 860 people across all continents. 
Maurice Critchley joined the Board in 2014 and 
is a member of the Audit Committee and the 
Remuneration Committee.
 Board of Directors
1 3
2 4
The Role of the Board
The Board is responsible for delivering 
corporate governance within the Group. 
Our objective is to create sustained 
shareholder value. Key to ensuring 
our success is to provide leadership, 
including our values and standards, 
and proper management of the Group. 
This approach includes setting our 
strategic objectives, providing the 
resources to enable the Group to 
achieve those objectives, managing 
risk, establishing an effective control 
framework and holding the Executive 
Directors to account. 22 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
Major Interests in Shares Number of shares Percentage at date
  of notification
Ewan Lloyd-Baker* 3,657,446 8.04%
Platform Securities Nominees Limited 3,565,743 7.84%
Vidacos Nominees Limited 3,037,460 6.67%
Chase Nominees Limited 2,870,596 6.31%
Nutraco Nominees Limited 2,358,907 5.18%
Severn Glocon Ltd 2,275,370 5.00%
HSBC Global Custody Nominee 
(UK) Limited 2,246,684 4.94%
State Street Nominees Limited 1,740,786 3.83%
Harewood Nominees Limited 1,420,881 3.12%
The Bank of New York 
(Nominees) Limited 1,413,798 3.11%
Directors
Biographical details of the Directors are set 
out on page 21.
Directors’ Interests
Details of the Directors that served in the 
period, together with their beneﬁ cial interests 
in the shares of the Company, are set out in 
the Directors’ Report on Remuneration.
Directors’ Re-Election
At the end of each ﬁ nancial period, one third 
of the Directors who are subject to retirement 
by rotation shall retire from ofﬁ ce by rotation.
John May and Maurice Critchley retire by 
rotation and, being eligible, offer themselves 
for re-election at the Annual General Meeting 
of the Company. The Chairman conﬁ rms 
that the performance of each of the Directors 
proposed for re-election is effective and is 
committed to his role.
Directors’ Remuneration
Details of the remuneration of the Directors are 
set out in the Directors’ Report on Remuneration 
and in note 9 to the ﬁ nancial statements.
Employees
The Company is an equal opportunity employer 
with particular reference to non-discrimination 
and non-harassment on the basis of ethnic 
origin, religion, gender, age, disability and sexual 
orientation. The Group gives disabled people 
the same consideration as other individuals. 
Matters that affect the Group are communicated 
to employees through formal and informal 
meetings, internal announcements and regular 
contact with Directors and senior management.
Financial Risk Management Policies
The details of the Group’s ﬁ nancial risk 
management policies are detailed in note 29 
to the ﬁ nancial statements.
The Directors present their report and 
the ﬁ nancial statements of the Group 
for the year ended 31 March 2014.
Principal Activities 
The primary business activity of the Group 
is the design, manufacture and service of 
specialist motors and pumps for the global 
energy industry. 
Business Review
A review of the business and future 
developments is given in the Chairman’s 
Statement, the Chief Executive’s Business 
Review and the Financial Review.
Results and Dividends
The trading results for the period and the 
Group’s ﬁ nancial position at 31 March 2014 
are shown in the attached ﬁ nancial statements. 
The Directors recommend a ﬁ nal dividend of 
0.75 pence per share.
Annual General Meeting
The Annual General Meeting will be held 
at Hayward Tyler, 1 Kimpton Road, Luton 
LU1 3LD on 31 July 2014 starting at 
10 a.m. The notice of meeting will be sent 
to shareholders in due course. This notice 
will include the text of the resolutions to be 
proposed to be passed at the meeting.
Auditor
The auditor, Grant Thornton UK LLP retires 
at the forthcoming annual general meeting, 
and being eligible, offer themselves for 
reappointment in accordance with s.12 (2) 
of the Isle of Man Companies Act 1982.
Corporate Governance
Details of how the Group addresses corporate 
governance issues are set out in the section on 
Corporate Governance from page 23.
 Report of the Directors
Going Concern
On the basis of the outlook for the business, 
its medium-term forecasts and its new banking 
and borrowing arrangements (see note 36), the 
Directors have a reasonable expectation that the 
Company has adequate resources to continue in 
operational existence for the foreseeable future. 
Accordingly, the Company continues to adopt 
the going concern basis of accounting in 
preparing the annual ﬁ nancial statements.  
Major Interests in Shares
At 31 March 2014, the following parties 
highlighted in the table below had a signiﬁ cant 
direct or indirect holding in the securities of the 
Company.
Payment to Suppliers
It is the Company’s policy to settle the terms 
of payment with suppliers when agreeing 
the terms of the transaction to ensure that 
suppliers are aware of these terms and abide 
by them.
Group trade creditors at the period end 
amount to 72 days (at 31 March 2013: 
41 days) of average supplies for the year.
Related Party Transactions
Details of related party transactions are given 
in note 32 to the ﬁ nancial statements.
By the order of The Board
Peregrine Corporate Services Limited
Registered agent
*   aggregate of more than one holding 23 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
John May
Chairman
In this report I set out 
the work and operation 
of the Board of Directors 
of the Company and the 
governance framework 
that we use to lead, 
manage and control the 
Group and report on its 
performance.”
The Directors recognise the value of the 
principles of good corporate governance, 
as set out in the UK Corporate Governance 
Code and the QCA Corporate Governance 
Code for Smaller Quoted Companies. 
We do not comply with the UK Corporate 
Governance Code but we are committed 
to applying and maintaining the highest 
standards of corporate governance so 
far as is practicable and appropriate 
for a public company quoted on AIM 
of the size and nature of the Company. 
We believe that such standards are in 
the best interests of all shareholders and 
stakeholders as outlined in later sections 
of this report. Set out below is a summary 
of how, at 31 March 2014, the Group was 
dealing with corporate governance issues. 
The Board
The Board is responsible for delivering corporate 
governance within the Group. Our objective is 
to create sustained shareholder value. Key to 
ensuring our success is to provide leadership, 
including our values and standards, and proper 
management of the Group. This approach 
includes setting our strategic objectives, 
providing the resources to enable the Group 
to achieve those objectives, managing risk, 
establishing an effective control framework 
and holding the Executive Directors to account.
The Board’s key responsibilities include inter 
alia determination of Group strategy, approval 
of reported ﬁ nancial statements and budget, 
setting risk management strategy and 
M&A activity.
The roles of the Chairman and 
Executive Directors
The Chairman’s role and that of the Chief 
Executive Ofﬁ cer and Chief Financial Ofﬁ cer 
are separate. 
 Corporate 
Governance
I am responsible for:
� Leading the Board;
�  Ensuring that the Board operates effectively 
in the interests of all shareholders and 
stakeholders, and with the contribution 
from all members of the Board; and
� Corporate Governance in the Group. 
The Chief Executive Ofﬁ cer 
is responsible for:
� Leading the business;
� Establishing and implementing the strategy;
� Managing the business; and
� Maintaining the investor relations programme.
The Chief Financial Ofﬁ cer is responsible for:
� Recording and reporting of past performance;
� Budgeting, forecasting and planning; 
�  Establishing and maintaining the internal 
control framework;
� Tax planning; 
�  Establishing and maintaining the debt policy, 
which includes managing the bank 
relationship programme;
�  Risk management including treasury and 
insurance; 
�  Supporting the Chairman on matters of 
corporate governance; and
� Supporting the Chief Executive Ofﬁ cer.
The Executive Directors report to the Board.
   Placed the entire shareholding in the 
Company of MBE, a major shareholder, with 
a large number of ﬁ nancial and institutional 
investors to provide a broad and diversiﬁ ed 
shareholder base;  
 
  Replaced the principal borrowings of the 
Company on standalone terms with a 
UK based bank;
 
  Appointed an independent Non-Executive 
Director with manufacturing and industry 
experience;
 
 Introduced an active risk register; 
 
  Maintained an active investor relations 
programme including  one-to-one 
meetings and shareholder events; and
 
  Re-appointed external advisers.
Setting Hayward Tyler’s Priorities for Corporate Governance
Board priorities in 2014-15
  Extend our risk management processes; 
 
  Formalise our corporate governance policy 
and practices;
 
  Implement a performance evaluation 
programme for the Directors, the Board 
and each committee of the Board;
 
 Appoint a further Non-Executive Director;
 and
 
 Maintain the investor relations programme.
The key achievements of the Board in 2013-14 were: 24 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
Performance Evaluation
In the past and for 2013-14, performance 
evaluation of the Directors has been limited 
to determining the Executive Directors’ bonus 
entitlement against performance related 
targets. In 2014-15 we intend to introduce a 
more comprehensive system of performance 
evaluation that addresses the performance, 
including efﬁ cacy, of each of the Directors, the 
whole Board and each committee of the Board. 
The purpose of the evaluation is to maximise 
the effectiveness of the senior leaders in the 
Company, which should contribute to maximising 
the performance of the business as a whole. 
This evaluation will be undertaken in time to report 
to shareholders in next year’s annual report.
Directors and Directors’ Independence
The Board comprises the Non-Executive 
Chairman, one Non-Executive Director and 
two Executive Directors. The Chairman and 
Non-Executive Director are not employees of 
the Group. From time to time I meet the Non-
Executive Director for one-to-one discussions.
The names of the Directors are set out on 
page 21 together with their biographical details, 
which identify the diverse skills and experience 
that the Directors bring to the Board. The 
intention is to look to appoint a further Non-
Executive Director during this ﬁ nancial year to 
provide greater diversity and independence 
without overburdening the Company with 
additional overhead.
Following the sale by MBE Mineral Technogies 
Pte Limited (“MBE”) of their shares in the 
Company and the completion of the reﬁ nancing 
of the Group’s principal borrowings Deepak 
Khaitan, Subir Dasgupta and Prabir Ghosh 
stood down from the Board on 6 March 2014. 
The Executive Directors and I are very grateful 
for the support that Deepak, Subir and Prabir 
provided in their capacity as Non-Executive 
Directors.
Maurice Critchley joined the Board following 
MBE’s sale. Maurice does not meet the test 
of independence under the UK Corporate 
Governance Code in view of his shareholding 
in the Company, however, the Board considers 
that he is independent in character and 
judgement. In particular, Maurice’s extensive 
experience in manufacturing, knowledge of the 
offshore oil and gas markets, marketing and 
sales, and international markets, provides him 
with an objectivity to challenge and inspire the 
Board as well as helping to develop the Group 
in the interests of all shareholders.
Corporate 
Governance
continued
Information and Meetings
The Board meets regularly to review 
performance and to determine strategy. 
Ad hoc meetings are arranged where an issue 
arises that requires attention. In advance of 
each meeting the Board is supplied with an 
agenda and information on ﬁ nancial, business 
and corporate matters to be considered at 
the meeting. The ﬁ nancial information includes 
a report against the Group’s budget, which is 
set at the start of the year, and the forecast for 
the year, which is updated each quarter. 
Seven Board meetings were held during the 
year, the attendance at which is set out in the 
adjacent chart. A number of additional meetings 
were held to consider and to approve the new 
UK borrowing facilities.
From time to time senior management from the 
operating businesses of the Group attend the 
Board meetings to present matters of strategic 
importance, their annual budgets and actual 
performance. In addition, the Company’s 
advisers may attend a meeting to brief the Board 
on a matter of law, market guideline or corporate 
ﬁ nance. As and when required appropriate 
training is given to Board members and there are 
also procedures in place for a Non-Executive 
Director to obtain independent legal or other 
professional advice at the Company’s expense.
Conﬂ icts
A Director has a duty to avoid a situation in which 
he has or can have a direct or indirect interest 
that conﬂ icts or may conﬂ ict with the interests 
of the Company. The Board considers each 
Director’s conﬂ icts of interest and only those 
Directors that have no interest in the matter 
under consideration take the relevant decision.
Committees
The Board has established an Audit 
Committee and a Remuneration Committee. 
The composition of the committees changed in 
2014 following the changes to the membership 
of the Board. The report of the Audit Committee 
is set out in its report on page 26. The report of 
the Remuneration Committee is set out in its 
report on page 27.
At present given the Group’s size, the nature 
of its shareholder base and the changes to the 
Board in 2013-14, the Board has decided not 
to delegate responsibility for considering the 
composition and structure of the Board to a 
separate nominations committee. The Board 
has, however, decided that it will form a 
Corporate Governance Committee during 
Board meeting attendance 
during the year
1 E Lloyd-Baker 7
2 N Flanagan  7
3 J May 7
4 M Critchley 1
5 D Khaitan 4
6 S Dasgupta 4
7 P Ghosh 4
4
5
1
2
3
For more information on the QCA 
Corporate Governance Code for 
Smaller Quoted Companies go to
www.theqca.com
For more information on the 
UK Corporate Governance Code, 
go to www.frc.org.uk
The Directors recognise the value 
of the principles of good corporate 
governance, as set out in the UK 
Corporate Governance Code and the 
QCA Corporate Governance Code 
for Smaller Quoted Companies, and 
we are committed to applying and 
maintaining the highest standards 
of corporate governance so far as is 
practicable and appropriate for a public 
company quoted on AIM of the size and 
nature of the Company. We believe that 
such standards are in the best interests 
of all shareholders and stakeholders. 
Compliance with the 
UK Corporate Governance
6
7 25 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
2014-15 to take responsibility for developing 
further the policy and practices in the Group, 
which we see as being best practice for the 
size and nature of the Company.
Relations with Shareholders
The Board remains fully committed to 
maintaining regular communication with its 
shareholders. Communication is achieved 
through press releases, interviews, information 
posted on its website www.haywardtyler.com 
and through the Interim and Annual Reports. 
The Chief Executive Ofﬁ cer and Chief Financial 
Ofﬁ cer hold regular meetings with major 
shareholders, analysts and the ﬁ nancial press, 
in particular following the announcements of the 
interim and full year results. From time to time 
the Company hosts an “investor day” at one of 
its operating units for analysts and shareholders 
to see the business at ﬁ rst hand and to meet 
operational management. No major concerns 
have been raised by shareholders during the 
period under review.
In addition, the Board welcomes shareholders 
to attend its annual general meeting, which in 
particular provides an opportunity to communicate 
with private investors. This gives shareholders 
an opportunity to ask questions and to discuss 
issues with the Directors after the formal 
proceedings have concluded. Notice of the 
annual general meeting is sent to shareholders 
at least 22 days prior to the date of the meeting. 
This year the meeting will be held on 31 July 
at 10 a.m. at Hayward Tyler, 1 Kimpton Road, 
Luton LU1 3LD.
Internal Control and Risk Management
The Board has the responsibility for establishing 
and maintaining the Group’s system of internal 
controls and reviewing its effectiveness. Such 
a system, however, is designed to manage 
rather than eliminate the risk of failure to achieve 
business objectives and can only provide 
reasonable and not absolute assurance against 
material misstatement or loss. The procedures 
which include inter alia, ﬁ nancial, operational 
and compliance matters and risk management 
are reviewed on an ongoing basis. The Board 
approves the annual budget and performance 
against budget is monitored and reported to the 
Board. The Board has considered the guidance 
published by the Institute of Chartered Accounts 
in England & Wales concerning the internal 
control requirements of the UK Corporate 
Governance Code and has established an 
ongoing process for identifying, evaluating and 
managing the signiﬁ cant risks faced by the 
Group. Further details of the management of risk 
are set out in Principal Risks and Uncertainties 
on page 14.
Business Conduct
The Board is responsible for setting the 
values and standards in the Group. The Board 
requires that the Directors, senior executives and 
employees maintain a high ethical standard and 
conduct themselves with the utmost integrity. 
This approach to business is set out in the 
employee handbook and employment contracts. 
Another aspect of the Group’s conduct of 
business is to ensure that all affected employees 
understand and comply with the UK Bribery Act 
2010 (the “Act”). Affected employees receive 
an initial brieﬁ ng on the Act and an update from 
time to time. In addition, each affected employee 
is required to certify their compliance on an 
annual basis.
John May
Non-Executive Chairman
30 June 2014
Corporate 
Governance
continued
www.haywardtyler.com 26 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
Composition and Governance
An Audit Committee has been established, 
which at the end of the period, comprised 
the Non-Executive Director, Maurice 
Critchley, together with the Non-Executive 
Chairman, John May, who serves as 
Chairman of the Audit Committee. Collectively 
the members of the committee have the 
experience and skills to fulﬁ l the duties of 
the Audit Committee. In particular, both 
John May and Maurice Critchley satisfy the 
requirement of recent and relevant ﬁ nancial 
experience from past and current roles. 
Prior to the appointment of Maurice Critchley 
to the Board, Subir Dasgupta and Prabir 
Ghosh had served on the committee with 
John May.
In general, the Chief Financial Ofﬁ cer is 
invited to join all or part of the Audit Committee 
meetings. The external auditor has direct access 
to the Chairman of the Audit Committee outside 
of formal meetings.
The external auditor provides a written report of 
their ﬁ ndings and recommendations from the 
annual audit. Fees for audit and non-audit work 
are pre-approved by the Audit Committee.
Activities in 2013-14
The Audit Committee met formally once during 
the year:
� To consider the ﬁ ndings from last year’s audit;
�  To consider any signiﬁ cant issues relating 
to the report and accounts for the 15 month 
period to 31 March 2013, of which there 
were none; and
�  To determine that the report and accounts 
for that period were fair, balanced and 
understandable.
Although the Audit Committee met only once 
in the year, the members held a number of 
discussions to agree the scope of the review 
by the auditor of the interim results and the audit 
of the full year results to 31 March 2014.
External Auditor
The Audit Committee is responsible for ensuring 
that an appropriate relationship is maintained 
between the Company and the external auditor, 
including the provision of non-audit services. In 
late 2011 a separate ﬁ rm was appointed to provide 
taxation compliance services to the Group. During 
the year the external auditor undertook a review 
of the ﬁ nancial position of the Group to support 
the reﬁ nancing of the Group’s principal borrowing 
facilities. This engagement represented non-audit 
work and it was undertaken by individuals that 
were independent from the audit partner and 
his team. 
  Audit Committee 
Report
Grant Thornton were ﬁ rst appointed as 
external auditor to the original Group headed 
by Southbank UK PLC in 2006. Following the 
reverse acquisition in 2010, Grant Thornton 
were also appointed as auditors to the Group 
headed by Hayward Tyler Group PLC. During 
the year Grant Thornton were appointed auditor 
to Hayward Tyler Inc, the USA subsidiary of 
Hayward Tyler, to provide a consistent audit 
approach across the Group in a cost effective 
manner.
In line with its policy to ensure continued 
independence, Grant Thornton routinely 
conﬁ rms the position of all team members as 
part of each audit process having taken account 
of appropriate ethical guidance. During 2014-15 
the engagement partner, Malcolm Gomersall, 
will retire from the audit team, owing to his period 
of association with the Company, and he will be 
replaced by a new partner that has no previous 
engagement with the Company. The Audit 
Committee wish to thank Malcolm for the eight  
year period of service to the Company and for 
his guidance and support.
Any decision to open the audit to tender is taken 
on recommendation of the committee. The Audit 
Committee is recommending to shareholders at 
the Annual General Meeting that Grant Thornton 
be reappointed as the external auditor for a 
further year.
Internal Audit
Given the Group’s size and the nature of its 
business, the Board does not consider it would 
be appropriate for the Group to have its own 
internal audit function. The audit of internal 
ﬁ nancial controls forms part of the responsibilities 
of the Group’s ﬁ nance function.
Activities in 2014-15
To date the Audit Committee has met once 
during the current year to consider and to 
determine matters in relation to the report 
and accounts for the year to 31 March 2014.
The Group does not have a designated risk 
committee. In the past the Audit Committee 
has addressed some aspects of risk, through 
its review of the internal control systems and 
by helping to determine the nature and scope 
of audit and review work to be undertaken by 
Grant Thornton. In 2014-15 the Audit Committee 
will take responsibility for reviewing the risk 
register with the Executive Directors and senior 
management. Overall responsibility for risk 
management will remain with the Board. 
John May
Maurice Critchley
30 June 2014
The Audit Committee is responsible for:
�  Ensuring that the ﬁ nancial performance 
of the Group is properly reported on and 
monitored;
�  Meeting the auditors and reviewing 
the reports from the auditors relating to 
accounts and internal control systems;
�  Advising the Board on the appointment of 
the external auditor and their remuneration 
for both audit and non-audit work;
�  Discussing and agreeing the nature and 
scope of the annual audit and interim 
review with the external auditor; and
�  Overseeing the performance, 
independence and objectivity of the auditor.
The Audit Committee responsibilities
Chairman of the Audit Committee
John May
Non-Executive Director
Maurice Critchley
The Audit Committee members 27 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
Directors’ Report on Remuneration
This report describes how the Board has 
applied the principles of good governance 
relating to a Director’s remuneration.
Composition and Governance
A Remuneration Committee has been 
established, which at the end of the period, 
comprised the Non-Executive Chairman, John 
May, together with the Non-Executive Director, 
Maurice Critchley, who serves as Chairman 
of the Remuneration Committee. Prior to the 
appointment of Maurice Critchley to the Board, 
Deepak Khaitan and Subir Dasgupta had served 
on the committee with John May.
The Remuneration Committee is authorised 
to seek external advice and to secure the 
attendance of third parties with relevant expertise, 
if considered necessary, but shall ensure that all 
its activities are cost effective for the Company 
with the pre-approval of the Board.
Activities in 2013-14
The Remuneration Committee met formally once 
during the year to set the scale of the remuneration 
of the Executive Directors. However, the members 
of the Remuneration Committee held a number 
of discussions to consider (1) the metrics for 
awarding performance related bonuses and 
(2) the performance against such metrics.
Current Remuneration Policy
The current policy for the remuneration of 
the Executive Directors has two components, 
which are a base salary and an annual bonus. 
  The remuneration received by each 
Director that served during the year is set 
out in note 9 to the ﬁ nancial statements.
Base Salary
At the time of the listing of the Company in 
January 2010 the base salary for the Executive 
Directors was determined by reference to the 
median base salary in 2009 of an appropriate 
comparator group of companies. Since that date 
the Executive Directors have received increases 
to their base salary in line with the rest of the UK 
employees of the Group, namely, nil in 2011 and 
2012, 2.7% in 2013 and 3% in 2014. During the 
year under review the Chief Executive Ofﬁ cer and 
Chief Financial Ofﬁ cer were paid base annual 
salaries of £187,461 and £156,218 respectively.
Performance Related Annual Bonus
The remuneration of the Executive Directors 
has been structured to incorporate a variable 
element (up to 50% of base salary) linked to 
the achievement of performance related targets 
approved by the Remuneration Committee. 
These metrics are designed to align the Executive 
Directors’ interests with those of shareholders. 
The metrics used in the year under review were 
chosen to be aligned to the Group’s objectives of 
growth, increased proﬁ tability, enhanced ﬁ nancial 
strength and risk management. These metrics 
were achieved in full. For the new ﬁ nancial year 
the Executive Directors will be eligible to receive 
performance related bonuses for the year to 
31 March 2015 that have a maximum potential 
of 50% of base salary. The award of a bonus 
will be dependent on achieving ﬁ nancial targets, 
which include revenue, operating proﬁ t, net 
debt to EBITDA and order intake, and certain 
risk management criteria.
Risk
The Remuneration Committee is satisﬁ ed that 
the current mix of ﬁ xed and variable remuneration 
does not inadvertently encourage undue 
risk taking.
Future Remuneration Policy
Given that it is four years since base salaries were 
benchmarked and the signiﬁ cant improvement 
in the trading performance and ﬁ nancial position 
brought about by the Executive Directors, the 
Remuneration Committee believes that now is 
an appropriate time to undertake a wider review 
of remuneration. The policy of the Group must be 
to provide remuneration to Executive Directors 
and senior executives that reﬂ ect their duties 
and responsibilities as well as being designed 
to attract, motivate and retain high quality 
individuals. At the same time the Remuneration 
Committee recognises that it is essential to 
continue to control costs.
Accordingly, the Remuneration Committee 
intend to conduct a review of the current 
remuneration structure with the objective of 
incentivising the Executive Directors and senior 
executives over the short and long term. This 
review will address base salary and performance 
related remuneration and, in addition, will 
consider the introduction of long-term incentives. 
Currently there are no long-term incentive 
  Directors’ Report 
on Remuneration
The Remuneration Committee, having due 
regard to the interests of shareholders, is 
responsible for: 
�  Reviewing the performance of the Executive 
Directors and senior employees; and
�  Setting the scale of their remuneration 
including performance related bonus 
and long-term incentive plans.
The Remuneration Committee 
responsibilities
Chairman of the Remuneration 
Committee
Maurice Critchley
Non-Executive Chairman
John May
The Remuneration 
Committee members 28 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Directors’ Report 
on Remuneration
continued
plans in place for the Executive Directors, senior 
management and employees. The Remuneration 
Committee will report to shareholders on its 
recommendations for future remuneration in 
due course.
Employee Beneﬁ t Trust
The Company established a subsidiary in 2012 to 
act as an Employee Beneﬁ t Trust (“EBT”). During 
the period, authorities were granted to the EBT 
to purchase ordinary shares in the Company, 
with a view to distributing the shares to relevant 
employees at a future date. On 28 January 2014 
the EBT purchased 419,204 shares at a price of 
65 pence per share and the EBT continued to 
hold these shares at 31 March 2014.
Directors’ Interests in Shares
The Directors who served the Company during 
the period, together with their beneﬁ cial interests 
in the shares of the Company, were as follows:
Ordinary shares of 1p each
 31 Mar 2014 31 Mar 2013
E Lloyd-Baker 3,657,446 3,657,446
N Flanagan 384,333 348,333
J May 41,963 41,963
M Critchley 2,275,370 –  
D Khaitan – –
S Dasgupta – –
P Ghosh – –
 
None of the Directors hold any share options. 
  Details of share options are given in 
note 35 to these ﬁ nancial statements.
Directors’ Service Contracts and Letters 
of Appointment
The Executive Directors have service contracts 
that have a notice period of 12 months. All 
Non-Executive Directors have speciﬁ c terms
of engagement that have a notice period of 
three months.
Maurice Critchley
John May
30 June 2014
  For more information on 
Directors’ remuneration, go to
Remuneration See Note 9
Share options See Note 35 29 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
The Directors are responsible for preparing 
the strategic report and annual report and 
the ﬁ nancial statements in accordance with 
applicable law and regulations. 
Isle of Man company law requires the Directors 
to prepare Group and Company ﬁ nancial 
statements for each ﬁ nancial year. Under that 
law the Directors have prepared Group ﬁ nancial 
statements in accordance with International 
Financial Reporting Standards (“IFRSs”) as 
adopted by the European Union. Under Isle 
of Man company law the Directors must not 
approve the ﬁ nancial statements unless they are 
satisﬁ ed that they give a true and fair view of the 
state of affairs of the Group and the Company 
and of the proﬁ t or loss of the Group for that 
period. In preparing these ﬁ nancial 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 applicable IFRS as adopted 
by the European Union have been followed, 
subject to any material departures disclosed 
and explained in the ﬁ nancial statements; and
�  prepare the ﬁ nancial 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 
proper accounting records that disclose with 
reasonable accuracy at any time the ﬁ nancial 
position of the Group and the Company and 
enable them to ensure that the ﬁ nancial 
statements and the Director’s Report on 
Remuneration comply with the Companies Acts 
1931 to 2006. They are also responsible for 
safeguarding the assets of the Company and 
hence for taking reasonable steps for the 
prevention and detection of fraud and other 
irregularities.  
The Directors are also responsible for the 
maintenance and integrity of the Hayward 
Tyler website (www.haywardtyler.com). 
Legislation in the Isle of Man governing the 
preparation and dissemination of ﬁ nancial 
statements may differ from legislation in 
other jurisdictions. 
In so far as the Directors are aware: 
�  there is no relevant audit information of which 
the Company’s auditor is unaware; and
�  the Directors have taken all steps that they 
ought to have taken to make themselves 
aware of any relevant audit information and 
to establish that the auditor is aware of that 
information.
Nick Flanagan
Director
30 June 2014
  Statement of Directors’ 
Responsibilities
For more information visit
www.haywardtyler.com
For more information on IFRS, 
go to www.ifrs.org 30 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
We have audited the ﬁ nancial statements 
of Hayward Tyler Group PLC for the year 
ended 31 March 2014 which comprise the 
Consolidated and Company Statements of 
Financial Position, the Consolidated Income 
Statement, the Consolidated Statement of 
Comprehensive Income, the Consolidated 
and Company Statements of Changes in 
Equity, the Group and Company Cashﬂ ow 
Statements and the related notes to the 
ﬁ nancial statements. The ﬁ nancial reporting 
framework that has been applied in their 
preparation is applicable law and 
International Financial Reporting Standards 
(IFRSs) (as adopted by the European Union). 
This report is made solely to the Company’s 
members, as a body, in accordance (Section 
80C92) of the Isle of Man 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 explained more fully in the statement of 
directors’ responsibilities set out on page 29, 
the Directors are responsible for the preparation 
of the ﬁ nancial statements which give a true 
and fair view. Our responsibility is to audit and 
express an opinion on the ﬁ nancial 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 Ethical Standards for Auditors.
Scope of the audit of the ﬁ nancial 
statements  
An audit involves obtaining evidence about 
the amounts and disclosures in the ﬁ nancial 
statements sufﬁ cient to give reasonable 
assurance that the ﬁ nancial statements are free 
from material misstatement, whether caused by 
fraud or error. This includes an assessment of: 
whether the accounting policies are appropriate 
to the Group’s circumstances and have been 
consistently applied and adequately disclosed; 
the reasonableness of signiﬁ cant accounting 
estimates made by the Directors; and the 
overall presentation of the ﬁ nancial statements. 
In addition, we read all the ﬁ nancial and non-
ﬁ nancial information in the Report and Accounts 
to identify material inconsistencies with the 
audited ﬁ nancial statements and to identify 
any information that is apparently materially 
incorrect based on, or materially inconsistent 
with, the knowledge acquired by us in the 
course of performing the audit. If we become 
aware of any apparent material misstatements 
or inconsistencies we consider the implications 
for our report. 
Opinion on ﬁ nancial statements  
In our opinion the ﬁ nancial statements: 
�  give a true and fair view of the state of the 
Group’s and of the Company’s affairs as 
at 31 March 2014 and of the Group’s proﬁ t 
for the year then ended; 
�  in accordance with IFRSs as adopted by 
the European Union
  Independent Auditor’s 
Report to the members of 
Hayward Tyler Group PLC
Matters on which we are required to 
report by exception 
We have nothing to report in respect of 
the following matters where the Isle of Man 
Companies Acts 1931 to 2006 require us 
to report to you if, in our opinion: 
�  proper books of account have not been 
kept by the Company and proper returns 
adequate for our audit have not been 
received from branches not visited by us; or 
�  the ﬁ nancial statements are not in agreement 
with the accounting records and returns; or 
�  certain disclosures of Directors’ loans and 
remuneration speciﬁ ed by law are not made; 
or 
�  we have not obtained all the information 
and explanations which, to the best of our 
knowledge and belief, are necessary for 
the purpose of our audit.
Malcolm Gomersall 
Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Grant Thornton House
Milton Keynes
30 June 2014 31 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Financial Statements
Statement of Financial Position 32
Consolidated Income Statement 33
Consolidated Statement of Comprehensive Income 34
Consolidated Statement of Changes in Equity 35
Company Statement of Changes in Equity 36
Cash Flow Statement 37
Notes to the Financial Statements 38
Contacts 73 32 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
     Group  Company  
    At At  At  At  
     31 March 31 March 31 March 31 March  
    2014 2013 2014 2013  
   Notes £000 £000 £000 £000
Non-current assets
Goodwill     16 2,219 2,219 – –
Other intangible assets     17 781 975 – –
Investments     18 – – 7,723 7,723
Property, plant and equipment     19 9,000 8,036 – –
Deferred tax assets     22 3,312 3,989 – –
       15,312 15,219 7,723 7,723
Current assets     
Inventories     20 7,674 5,483 – –
Trade and other receivables     21 11,872 9,417 10,397 7,248
Other current assets     21 870 769 16 5
Current tax assets     13 580 368 – –
Financial assets - derivatives     31.2 41 – – –
Cash and cash equivalents     23 1,748 571 – 46
       22,785 16,608 10,413 7,299
Total assets      38,097 31,827 18,136 15,022
     
Current liabilities     
Trade and other payables     24 10,514 7,615 217 39
Borrowings     31.4 5,163 6,116 896 –
Provisions     26 1,070 1,182 – –
Current tax liabilities     13 881 194 – –
Other liabilities     25 2,755 2,335 267 23
Current liabilities      20,383 17,442 1,380 62
Net current assets/(liabilities)      2,402 (834) 9,033 7,237
T otal assets less current liabilities      17,714 14,385 16,756 14,960
     
Non-current liabilities     
Borrowings     31.4 4,933 2,984 1,800 –
Pension and other employee obligations     28 1,538 1,555 – –
       6,471 4,539 1,800 –
Net assets     11,243 9,846 14,956 14,960
Equity     
Called up share capital     34 455 455 455 455
Share premium account     34 28,705 28,705 28,705 28,705
Merger reserve      14,502 14,502 20,667 20,667
EBT Reserve      (274) – – –
Reverse acquisition reserve      (19,973) (19,973) – –
Other equity      18 18 18 18
Foreign currency translation reserve      (421) (126) – –
Retained earnings      (11,769) (13,735) (34,889) (34,885)
Total equity     11,243 9,846 14,956 14,960
The accounts were approved by the Board of Directors on 30 June 2014 and were signed on its behalf by:
E Lloyd-Baker  
Director 
N Flanagan  
Director
Company registration number: 
010648V
  Statement of Financial Position
as at 31 March 2014
32 Hayward Tyler Group PLC 33 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
   Year to 31 March 2014  15 months to 31 March 2013
    Non-   Non-
  Notes Trading trading Total Trading trading T otal
   £000 £000 £000 £000 £000 £000
Revenue 6 43,205 – 43,205 40,481 – 40,481
Cost of sales  (26,920) – (26,920) (26,489) – (26,489)
       
Gross proﬁ t  16,285 – 16,285 13,992 – 13,992
Operating charges 2.5 (11,623) – (11,623) (10,719) 224 (10,495)
Restructuring costs 2.5 – – – – (1,064) (1,064)
       
Operating proﬁ t/(loss) 7 4,662 – 4,662 3,273 (840) 2,433 
Finance costs 2.5 & 11 (676) (224)  (900) (879)  (516)  (1,395)
Fair value of derivatives 2.5 & 11 41 – 41 – 455 455
       
Proﬁ t/(loss) before tax  4,027 (224) 3,803 2,394 (901) 1,493
Taxation 2.5 & 12 (1,068) (455) (1,523) (830) (540) (1,370)
       
Proﬁ t/(loss) for the period   2,959 (679) 2,280 1,564 (1,441) 123
       
Basic earnings per share (pence)   14 6.51 (1.49) 5.02 3.68 (3.39) 0.29
Diluted earnings per share (pence)   14 6.51 (1.49) 5.02 3.68 (3.39) 0.29
  Consolidated Income Statement
for the year ended 31 March 2014
33 Hayward Tyler Group PLC 34 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
          Year to 15 months to 
          31 March  31 March
          2014 2013
Proﬁ t for the period        2,280 123
  
Other comprehensive income/(loss):  
Items that will not be reclassiﬁ ed subsequently to proﬁ t and loss        
Remeasurement of net deﬁ ned beneﬁ t liability        (113) 802
Income tax relating to items not reclassiﬁ ed        26 (192)
Items that will be reclassiﬁ ed subsequently to proﬁ t and loss       (295) (75)
Other comprehensive (charge)/income for the year net of tax      (382) 535
Total comprehensive proﬁ t for the period        1,898 658
  
Attributable to  
Equity shareholders of the Company        1,898 658
    
The accompanying accounting policies and notes form part of these ﬁ nancial statements 
  Consolidated Statement 
of Comprehensive Income
for the year ended 31 March 2014
34 Hayward Tyler Group PLC 35 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
    Employee  Foreign 
   Reverse Benefit  Currency  
  Share Share Merger Acquisition Trust Other Translation Retained 
  Capital Premium Reserve Reserve Reserve Equity Reserve Earnings Total 
  £000 £000 £000 £000 £000 £000  £000  £000 £000
Balance at 1 January 2012 355 24,327 14,502 (19,973) – – (51) (14,468) 4,692
Issue of shares during period 100 4,378 – – – – – – 4,478
Purchase of shares – – – – (78) – – – (78)
Gift of shares – – – – 78 18 – – 96
Transactions with owners 100 4,378 – – – 18 – – 4,496
Proﬁ t for the period – – – – – – – 123 123
Actuarial gain for the period 
on pension scheme (see note 28) – – – – – – – 802 802
Deferred tax on actuarial movement 
on pension scheme – – – – – – – (192) (192)
Loss on translation of overseas subsidiaries – – – – – – (75) – (75)
Total comprehensive income/(loss) – – – – – – (75) 733 658
Balance at 31 March 2013 455 28,705 14,502 (19,973) – 18 (126) (13,735) 9,846
Purchase of shares – – – – (274) – – – (274)
Dividends – – – – – – – (227) (227)
Transactions with owners – – – – (274) – – (227) (501)
Proﬁ t for the year – – – – – – – 2,280 2,280
Actuarial loss for the period 
on pension scheme (see note 28) – – – – – – – (113) (113)
Deferred tax on actuarial movement 
on pension scheme – – – – – – – 26 26
Loss on translation of 
overseas subsidiaries – – – – – – (295) – (295)
Total comprehensive income/(loss) – – – – – – (295) 2,193 1,898
Balance at 31 March 2014 455 28,705 14,502 (19,973) (274) 18 (421) (11,542) 11,243
 Consolidated Statement 
of Changes in Equity 
for the year ended 31 March 2014 36 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
  Company Statement 
of Changes in Equity 
for the year ended 31 March 2014
    Employee  Share 
    Benefit  Based  
  Share Share Merger Trust Other Payment Retained 
   Capital Premium Reserve Reserve Equity Reserve Earnings Total 
   £000 £000 £000 £000 £000  £000  £000 £000
      
Balance at 1 January 2012  355 24,327 20,667 – – – (34,762) 10,587
Issue of shares during period  100 4,378 – – – – – 4,478
Purchase of shares  – – – (78) – – – (78)
Gift of shares  – – – 78 18 – – 96
Transactions with owners  100 4,378 – – 18 – – 4,496
Loss for the period  – – – – – – (123) (123)
Balance at 31 March 2013  455 28,705 20,667 – 18 – (34,885) 14,960
Transactions with owners  – – – – – – (227) (227)
Loss for the year  – – – – – – 223 223
Balance at 31 March 2014 455 28,705 20,667 – 18 – (34,889) 14,956
  37 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
      Group  Company  
     Year to 15 months to Year to  15 months to   
     31 March 31 March 31 March 31 March  
     2014 2013 2014 2013  
     £000 £000 £000 £000
Cash ﬂ ows from operating activities     
Net proﬁ t/(loss)       2,280 123 223 (105)
Adjustment for:     
Tax expense      1,523 1,370 – –
Finance costs      859 940 – –
Amortisation of intangible assets      194 192 – –
Depreciation of property, plant and equipment      686 701 – –
Proﬁ t on disposal of property, plant and equipment     10 21 – –
Changes in working capital:         –
Movement in inventories      (2,252) (324) – –
Movement in trade and other receivables       (2,889) 359 (3,160) (4,336)
Movement in trade and other payables      3,246 237 422 4
Movement  in provisions      (112) 118 – –
Cash generated from operations      3,545 3,737 (2,515) (4,437)
Taxes paid      (345) (892) – –
Interest paid      (587) (842) – –
Net cash generated from operating activities      2,613 2,003 (2,515) (4,437)
     
Cash ﬂ ows from investing activities     
Purchase of property, plant and equipment       (1,656) (787) – –
Purchase of intangible assets      – (223) – –
Disposal of property, plant and equipment      (5) 28 – –
Net cash used in investing activities      (1,661) (982) – –
     
Cash ﬂ ows from ﬁ nancing activities     
Drawdown of short-term borrowings      4,644 – 1,000 –
Repayment of short-term borrowings      (4,889) (4,748) – –
Drawdown of long-term borrowings      4,880 4,000 2,000 –
Repayment of long-term borrowings      (3,627) (374) – –
T ermination of derivatives      – (3,611) – –
Re-banking costs      (415) (739) (304) –
Purchase of shares by EBT      (274) – – –
Dividends paid      (227) – (227) –
Proceeds from issue of share capital      – 4,478 – 4,478
Drawdown of ﬁ nance leases      294 125 – –
Repayment of ﬁ nance leases      (161) (18) – –
Net cash generated from ﬁ nancing activities      225 (887) 2,469 4,478
     
Net increase/(decrease) in cash and cash equivalents     1,177 134 (46) 41
Cash and cash equivalents at beginning of period      571 437 46 5
Cash and cash equivalents at end of period      1,748 571 – 46
  Cash Flow Statement
for the year ended 31 March 2014 38 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
  Notes to the Financial Statements
for the year ended 31 March 2014
1 General information
Hayward Tyler Group PLC is incorporated and resident in the Isle of Man. The Company’s registered ofﬁ ce is Peregrine Corporate Services Limited, 
Burleigh Manor, Peel Road, Douglas, Isle of Man, IM1 5EP. The Company’s principal place of business is 1 Kimpton Road, Luton, UK, LU1 3LD. 
Hayward Tyler Group PLC’s shares are listed on the Alternative Investment Market (AIM). 
Hayward Tyler Group PLC is the ultimate parent company of the Group and its consolidated ﬁ nancial statements are presented in Pounds Sterling (£), 
which is its functional currency. These consolidated ﬁ nancial statements have been approved for issue by the Board of Directors on 30 June 2014.  
The Directors have recommended a ﬁ nal dividend of 0.75 pence per share.  
The principal operating business of Hayward Tyler Group PLC is Hayward Tyler Group Limited (“Hayward Tyler”). Established in the UK in 1815, 
Hayward Tyler designs, manufactures and services a comprehensive range of ﬂ uid ﬁ lled electric motors and pumps. These units are custom designed 
to meet the most demanding of applications and environments. Focused on the power generation (conventional and nuclear), oil and gas (topside and 
deep subsea) and industrial markets, Hayward Tyler is a market leader in its technology solutions. Furthermore, Hayward Tyler supplies and services a 
range of mission critical motors and pumps for the Royal Navy submarine ﬂ eet in the UK. Hayward Tyler also undertakes service, overhaul and 
upgrading of third-party motor and pump equipment across all sectors.
In addition to the head ofﬁ ce in Luton (England), Hayward Tyler has manufacturing and service support facilities in Kunshan (China), Delhi (India), 
East Kilbride (Scotland) and Vermont (USA). These facilities and staff provide cover 24 hours 7 days a week for maintenance, overhaul and repair.
 2 Summary of signiﬁ cant accounting policies
2.1 Going concern 
The consolidated ﬁ nancial statements have been prepared on a going concern basis. The Directors have taken note of the guidance issued by The 
Financial Reporting Council on Going Concern Assessments in determining that this is the appropriate basis of preparation of the ﬁ nancial statements 
and have considered a number of factors.
On the basis of the outlook for the business, its medium-term forecasts and its new banking and borrowing arrangements (see note 36), the Directors 
have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, 
the Company continues to adopt the going concern basis of accounting in preparing the annual ﬁ nancial statements.
2.2 Basis of preparation
The consolidated ﬁ nancial statements for the year ended 31 March 2014 have been prepared in accordance with IFRS as adopted by the European 
Union and the requirements of the Isle of Man Companies Act 1931-2006. The ﬁ nancial statements have been prepared under the historical cost basis for 
the purposes of inclusion in this document with the exception of some ﬁ nancial instruments which are carried at fair value (see note 31) and freehold 
properties which are held at revalued amounts (see note 19). The accounting policies set out below have been consistently applied to all the periods 
presented. In accordance with the exemption by the Isle of Man Companies Act 2006 no separate income statement or Statement of Comprehensive 
Income is presented for the Company. 
2.3 Basis of consolidation
The Group ﬁ nancial statements consolidate those of the Company and all of its subsidiary undertakings drawn up to 31 March 2014. Subsidiaries are 
entities over which the Group has the power to control the ﬁ nancial and operating policies generally accompanying a shareholding of more than one half 
of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether 
the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated 
from the date on which control ceases.  
Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also 
eliminated unless the transaction provides evidence of an impairment of the asset transferred.
2.4 Business combinations
For business combinations occurring since 1 January 2010, the requirements of IFRS 3R have been applied. The consideration transferred by the 
Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and the equity 
interests issued by the Group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs 
are expensed as incurred.
The Group recognises identiﬁ able assets acquired and liabilities assumed in a business combination regardless of whether they have been previously 
recognised in the acquiree’s ﬁ nancial statements prior to the acquisition. Assets acquired and liabilities assumed are measured at their acquisition-date 
fair values.
Goodwill is stated after separate recognition of identiﬁ able intangible assets. It is calculated as the excess of the sum of (a) fair value of consideration 
transferred, (b) the recognised amount of any non-controlling interest in the acquiree and (c) acquisition-date fair value of any existing equity interest in 
the acquiree, over the acquisition-date fair values of identiﬁ able net assets. If the fair values of identiﬁ able net assets exceed the sum calculated above, 
the excess amount (i.e. gain on a bargain purchase) is recognised in proﬁ t or loss immediately. 39 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
2 Summary of signiﬁ cant accounting policies continued
 2.5 Trading and non-trading
The consolidated income statement reports the results for the year under the headings Trading and Non-trading. Trading represents the underlying 
performance of Hayward Tyler together with head ofﬁ ce costs. Non-trading represents non-recurring items, which include operating charges, ﬁ nance 
costs and deferred tax charge.
There were no non-trading operating charges in the year (2013: £0.8 million). 
Non-trading ﬁ nance costs include:
� Re-banking costs: charge of £0.2 million (2013: £0.5 million); and
� The movement in fair value of derivatives: £nil (2013: gain of £0.5 million).
Non-trading taxation, which represents the impact on the deferred tax asset of the reduction in the enacted UK corporation tax rate from 23% to 20%, 
was £0.5 million (2013: £0.5 million which included the deferred tax charge for the period).
2.6 Segmental reporting
In identifying its operating segments, management follows the Group’s service lines, which represent the main products and services provided 
by the Group.
The activities undertaken by the original equipment manufacturing segment (“OE”) includes the design and manufacture of motors and pumps. The 
aftermarket segment (“AM”) provides a comprehensive range of aftermarket services and spares supporting the Group’s own product range as well 
as those of other original equipment manufacturers. Each of these operating segments is managed separately as they require different resources and 
have a different customer base, including sales and marketing approach. All inter-segment transfers are carried out at arm’s length prices.
The measurement policies the Group uses for segment reporting under IFRS 8 are the same as those used in its ﬁ nancial statements, except that:
� post-employment beneﬁ t expenses;
� site modernisation costs;
� expenses relating to share-based payments; and
� research costs relating to new business activities
are not included in arriving at the operating proﬁ t of the operating segments. In addition, corporate assets which are not directly attributable to the business 
activities of any operating segment are not allocated to a segment. There have been no changes from prior periods in the measurement methods used to 
determine reported segment proﬁ t or loss.
2.7 Foreign currency translation
The consolidated ﬁ nancial statements are presented in Pounds Sterling, which is the Company’s functional currency.
(a) Functional and presentation currency
  Items included in the ﬁ nancial statements of each of the Group’s entities are measured using the currency of the primary economic environment in 
which the entity operates (the “functional currency”). In the Group’s ﬁ nancial statements, all assets, liabilities and transactions of the Group entities, 
with a functional currency other than the Pound Sterling (the Group’s presentation currency) are translated into Pounds Sterling upon consolidation. 
The functional currencies of the entities in the Group have remained unchanged during the reporting period.
(b) Transactions and balances
  Foreign currency transactions are translated into the functional currency of the respective Group entity using the exchange rates prevailing at the 
dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of year-end 
exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in proﬁ t or loss.
  Non-monetary items measured at historical cost are translated using the exchange rates at the date of the transaction (not retranslated). 
Non-monetary items measured at fair value are translated using the exchange rates at the date when fair value was determined.
(c) Foreign subsidiaries
  The assets and liabilities in the ﬁ nancial statements of foreign subsidiaries and related goodwill are translated at the rate of exchange ruling at the 
reporting date.  Income and expenses are translated at the average rate. The exchange differences arising from the retranslation of the opening 
net investment in subsidiaries are recognised in other comprehensive income and accumulated in the “Foreign Currency Translation Reserve” in 
equity. On disposal of a foreign operation the cumulative translation differences are reclassiﬁ ed from equity to proﬁ t or loss when the gain or loss 
on disposal is recognised.
2.8 Property, plant and equipment
Land held for use in production or administration is stated at historical cost. As land is considered to have an unlimited useful life, related carrying 
amounts are not depreciated.  Buildings for use in production or administration are initially recognised at acquisition cost and subsequently measured 
using the cost model, cost less accumulated depreciation and impairment losses.  40 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
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Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
2 Summary of signiﬁ cant accounting policies continued
Property and equipment held under ﬁ nance leases are capitalised and included in property, plant and equipment. Such assets are depreciated over 
their expected useful lives (determined by reference to comparable owned assets) or over the term of the lease, if shorter. Buildings are stated at cost 
or revaluation less depreciation and impairment losses. Equipment, furniture and ﬁ ttings are stated at cost less depreciation and impairment losses. 
Depreciation is provided at rates calculated to write off the cost or revaluation of ﬁ xed assets, less their estimated residual value, over their expected 
useful lives on the following bases:
Buildings – 4%
Plant and machinery – 10% 
Fixtures and ﬁ ttings – 20% 
Short leasehold improvements – over period of lease
Material residual value estimates and estimates of the useful life are updated as required, but at least annually, whether or not the asset is revalued.
Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the 
carrying amount of the assets and are recognised in proﬁ t or loss within ”other income” or ”other expenses”.
2.9 Leased assets
The economic ownership of a leased asset is transferred to the lessee if the lessee bears substantially all the risks and rewards related to the ownership 
of the leased asset. The related asset is then recognised at the inception of the lease at the fair value of the leased asset or, if lower, the present value of 
the lease payments plus incidental payments, if any. A corresponding amount is recognised as a ﬁ nance leasing liability. Leases of land and buildings are 
classiﬁ ed separately and are split into a land and a building element, in accordance with the relative fair values of the leasehold interests at the date the 
asset is recognised initially.
Depreciation methods and useful lives for assets held under ﬁ nance lease agreements correspond to those applied to comparable assets which are 
legally owned by the Group. The corresponding ﬁ nance leasing liability is reduced by lease payments, less ﬁ nance charges, which are expensed as part 
of ﬁ nance costs.
The interest element of leasing payments represents a constant proportion of the capital balance outstanding and is charged to proﬁ t or loss over the 
period of the lease.
All other leases are treated as operating leases. Payments on operating lease agreements are recognised as an expense on a straight-line basis over 
the lease term. Associated costs, such as maintenance and insurance, are expensed as incurred.
2.10 Goodwill
Goodwill represents the excess of the consideration transferred in a business combination over the fair value of the Group’s share of the identiﬁ able net 
assets acquired. Goodwill is tested annually for impairment and is carried at cost less accumulated impairment losses. Gains and losses on the disposal 
of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash-generating units for the purpose of impairment 
testing. Acquisition related costs are expensed when incurred.
 2.11 Other intangible assets
Other intangible assets include capitalised development costs used in respect of the development of subsea motor and electrical joint technology. 
They are accounted for using the cost model whereby capitalised costs are amortised on a straight-line basis over their estimated useful life, which 
in the case of the subsea motor is 10 years and in the case of the electrical joint is ﬁ ve years. Expenditure on research is recognised as an expense 
in the period in which it is incurred.
Costs that are directly attributable to the development phase of technology are recognised as an intangible asset, provided they meet the following 
recognition requirements:
�  completion of the intangible asset to the development phase is technically feasible, so that it will be available for use or sale;
� the Group intends to complete the intangible asset and use or sell it;
� the Group has the ability to use or sell the intangible asset;
�  the intangible asset will generate probable future economic beneﬁ ts. Among other things, this requires that there be a market for the output 
from the intangible asset or for the intangible asset itself, or, if it is to be used internally, the asset will be used in generating such beneﬁ ts;
� there are adequate technical, ﬁ nancial and other resources to complete the development and to use or sell the intangible asset; and
� the expenditure attributable to the intangible asset during its development can be measured reliably.
Development costs not meeting these criteria for capitalisation are expensed as incurred.
Directly attributable costs include employee costs incurred on the development along with an appropriate portion of relevant overheads. Development 
costs recognised as an intangible asset are subject to the same subsequent measurement method. However, until completion of the development 
project, the assets are subject to impairment testing only as described below in the note on impairments.  41 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
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Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
2 Summary of signiﬁ cant accounting policies continued 
2.12 Impairment testing of goodwill, other intangible assets and property, plant and equipment
For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash inﬂ ows (cash-generating 
units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level.  Goodwill is allocated to those 
cash-generating units that are expected to beneﬁ t from synergies of the related business combination and represents the lowest level within the Group 
at which management monitors goodwill. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually. All other 
individual assets or cash-generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may 
not be recoverable. At each balance sheet date, the Group reviews the carrying amounts of its property, plant and equipment to determine whether there 
is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in 
order to determine the extent of the impairment loss. Where the asset does not generate cash ﬂ ows that are independent from other assets, the Group 
estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and the value in use of the asset. In assessing value in use, the estimated future cash ﬂ ows 
are discounted to their present value using a pre-tax discount rate that reﬂ ects the current market assessments of the time value of money and the risks 
speciﬁ c to the asset for which estimates of future cash ﬂ ows have not been adjusted. 
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable 
amount. An impairment loss is recognised as an expense immediately. Impairment losses for cash-generating units reduce ﬁ rst the carrying amount 
of any goodwill allocated to that cash-generating unit. Any remaining loss is charged pro rata to the other assets in the cash-generating unit. With the 
exception of goodwill, where an impairment loss for an asset (or cash-generating unit) subsequently reverses, the carrying amount of the asset (or cash-
generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying 
amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. The reversal of 
an impairment loss is recognised as income immediately.
2.13 Investments
Investments in undertakings are recorded at fair value of consideration paid less impairment.
2.14 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost comprises the direct purchase price, including all expenses directly attributable 
to the manufacturing process as well as suitable portions of related production overheads, based on normal operating capacity. Costs are assigned 
using the ﬁ rst in, ﬁ rst out cost formula. Net realisable value is the estimated selling price in the ordinary course of business less applicable variable selling 
expenses.
2.15 Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and short-term deposits that are readily convertible into known amounts of cash and which are 
subject to an insigniﬁ cant risk of changes in value.
2.16 Equity, reserves and dividend payments
Share capital represents the nominal value of shares that have been issued.
Share premium includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from 
share premium, net of any related income tax beneﬁ ts.
The foreign currency translation reserve represents differences arising on the retranslation of net investments in overseas subsidiary undertakings, based 
on the rate of exchange ruling at the balance sheet date.
The merger reserve of £14.5 million includes £9.9 million arising as a result of the acquisition of Southbank in January 2010. The merger reserve 
represents the difference between the nominal value of the share capital issued by Hayward Tyler Group PLC and its fair value at 20 January 2010, 
the date of the acquisition.
The reverse acquisition reserve arises as a result of the method of accounting for the acquisition of Southbank by Hayward Tyler Group PLC. 
In accordance with IFRS 3 Business Combinations (Revised 2008) the acquisition has been accounted for as a reverse acquisition.
Retained earnings include all current and prior period retained proﬁ ts.
Dividend distributions payable to equity shareholders are included in “other liabilities” when the dividends have been approved in a general meeting prior 
to the reporting date.
Employee Beneﬁ t Trust
The Company established a subsidiary in 2012 to act as an Employee Beneﬁ t Trust (“EBT”). During the year, authorities were granted to the EBT to 
purchase ordinary shares in the Company, with a view to distributing the shares to relevant employees at a future date. On 28 January 2014 the EBT 
purchased 419,204 shares at 65 pence per share.
The assets and liabilities of the EBT have been included in the group accounts. Any assets held by the EBT cease to be recognised on the group balance 
sheet when the assets vest unconditionally in identiﬁ ed beneﬁ ciaries.
The costs of purchasing own shares held by the EBT are shown as a deduction against equity. The proceeds from the sale of own shares held increase 
equity. Neither the purchase nor the sale of own shares leads to a gain or loss being recognised in the group income statement. 42 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
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Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
2 Summary of signiﬁ cant accounting policies continued 
2.17 Taxation
The tax expense recognised in proﬁ t or loss represents the sum of the current tax and deferred tax. The current tax is based on taxable proﬁ t for the year. 
Taxable proﬁ t differs from net proﬁ t as reported in the income statement because it excludes items of income or expense that are taxable or deductible 
in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have 
been enacted or substantively enacted by the reporting date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the ﬁ nancial 
statements and the corresponding tax bases used in the computation of taxable proﬁ t. It is accounted for using the balance sheet liability method. 
Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable 
that taxable proﬁ ts will be available in future against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised 
if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets 
and liabilities in a transaction that affects neither the tax proﬁ t nor the accounting proﬁ t.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufﬁ cient taxable 
proﬁ ts will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised, provided that 
they are enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are always provided for in full.
Deferred tax assets and liabilities are offset only when the Group has a right and intention to set off current tax assets and liabilities from the same 
taxation authority.
Changes in deferred tax assets or liabilities are recognised as a component of tax income or expense in proﬁ t or loss, except where they relate to 
items that are recognised in other comprehensive income or directly in equity, in which case the related deferred tax is also recognised in the other 
comprehensive income or directly in equity, respectively.
2.18 Post-employment beneﬁ ts
The Group provides post-employment beneﬁ ts through deﬁ ned beneﬁ t plans as well as various deﬁ ned contribution plans.
A deﬁ ned contribution plan is a pension plan under which the Group pays ﬁ xed contributions into an independent entity. The Group has no legal or 
constructive obligations to pay further contributions after its payment of the ﬁ xed contribution. The contributions are recognised as an employee beneﬁ t 
expense when they are due.
Plans that do not meet the deﬁ nition of a deﬁ ned contribution plan are deﬁ ned beneﬁ t plans. The deﬁ ned beneﬁ t plans sponsored by the Group deﬁ nes 
the amount of pension beneﬁ t that an employee will receive on retirement by reference to length of service and ﬁ nal salary. The legal obligation for any 
beneﬁ ts remains with the Group, even if plan assets for funding the deﬁ ned beneﬁ t plan have been set aside. Plan assets may include assets speciﬁ cally 
designated to a long-term beneﬁ t fund as well as qualifying insurance policies.
The liability recognised in the statement of ﬁ nancial position for deﬁ ned beneﬁ t plans is the present value of the deﬁ ned beneﬁ t obligation at the reporting 
date less the fair value of plan assets, together with adjustments for unrecognised actuarial gains or losses and past service costs.
Management estimates the deﬁ ned beneﬁ t obligation annually with the assistance of independent actuaries. The estimate of its post-retirement beneﬁ t 
obligations is based on standard rates of inﬂ ation, medical cost trends and mortality. It also takes into account the Group’s speciﬁ c anticipation of future 
salary increases. Discount factors are determined close to each year end by reference to high quality corporate bonds that are denominated in the 
currency in which the beneﬁ ts will be paid and that have terms to maturity approximating to the terms of the related pension liability.
Actuarial gains and losses are recognised in the statement of other comprehensive income under remeasurement of net deﬁ ned beneﬁ t liability. Past 
service costs are recognised immediately in proﬁ t or loss, unless the changes to the pension plan are conditional on the employees remaining in service 
for a speciﬁ ed period of time (the vesting period). In this case, the past service costs are amortised on a straight-line basis over the vesting period.
Interest expenses related to pension obligations and expected return on plan assets are included net in other ﬁ nance costs in proﬁ t or loss. All other 
post-employment beneﬁ t expenses are included in “employee beneﬁ ts expense”.
Short-term employee beneﬁ ts, including holiday entitlement, are current liabilities included in “pension and other employee obligations”, measured 
at the undiscounted amount that the Group expects to pay as a result of the unused entitlement.
2.19 Share-based payment
The Group operates equity-settled share-based remuneration plans for its employees. None of the Group’s plans feature any share options or any 
options for a cash settlement. Prior to the reverse acquisition in 2010 the Group issued equity settled share-based payments to certain employees 
and third parties. These arrangements are no longer operating for the issue of new options and there are no options outstanding at 31 March 2014.
All goods and services received in exchange for the grant of any share-based payment are measured at their fair values. Where employees are rewarded 
using share-based payments, the fair value of employees’ services is determined indirectly by reference to the fair value of the equity instruments granted. 
This fair value is appraised at the grant date and excludes the impact of non-market vesting conditions (for example proﬁ tability and sales growth targets 
and performance conditions).  43 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
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Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
2 Summary of signiﬁ cant accounting policies continued 
All share-based remuneration is ultimately recognised as an expense in proﬁ t or loss with a corresponding credit to retained earnings. If vesting periods 
or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of shares 
expected to vest.
Equity settled share-based payments are measured at fair value at the date of the grant. The fair value determined at the grant date of the equity settled 
share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest and 
adjusted for the effect of non-market based vesting conditions. Fair value is measured by use of the Black-Scholes model. The expected life used in the 
model is adjusted, based on management’s best estimate, for the effects on non-transferability, exercise restrictions and behavioural considerations. 
2.20 Provisions, contingent liabilities and contingent assets
Provisions are recognised when present obligations as a result of a past event will probably lead to an outﬂ ow of economic resources from the Group 
and amounts can be estimated reliably. Timing or amount of the outﬂ ow may still be uncertain. A present obligation arises from the presence of a legal or 
constructive commitment that has resulted from past events, for example, product warranties granted to a customer, legal disputes or onerous contracts. 
Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the 
reporting date, including the risks and uncertainties associated with the present obligation. Where there are a number of similar obligations, the likelihood 
that an outﬂ ow will be required in settlement is determined by considering the class of obligations as a whole. Provisions are discounted to their present 
values, where the time value of money is material.
Any reimbursement that the Group can be virtually certain to collect from a third party with respect to the obligation is recognised as a separate asset. 
However, this asset may not exceed the amount of the related provision. All provisions are reviewed at each reporting date and adjusted to reﬂ ect the 
current best estimate.
In those cases where the possible outﬂ ow of economic resources as a result of present obligations is considered improbable or remote, or the amount 
provided for cannot be measured reliably, no liability is recognised, unless it was assumed in the course of a business combination. In a business 
combination contingent liabilities are recognised at their fair values in the course of the allocation of the purchase price to the assets and liabilities 
acquired in the business combination. They are subsequently measured at the higher amount of a comparable provision as described above and 
the amount initially recognised, less any amortisation.
Probable inﬂ ows of economic beneﬁ ts to the Group that do not yet meet the recognition criteria of an asset are considered contingent assets and 
disclosed where an inﬂ ow of economic beneﬁ ts is probable. 
 2.21 Revenue recognition
Revenue comprises revenue from the sale of goods and the rendering of services.
Revenue is measured at the fair value of consideration received or receivable and represents amounts obtained through trading activities, net of value 
added tax and trade discounts. The Group applies the revenue recognition criteria set out below to each separately identiﬁ able component of the sales 
or service transaction in order to reﬂ ect the substance of the transaction. The consideration received from these transactions is allocated to the separately 
identiﬁ able component by taking into account the relative fair value of each component.
Revenue is recognised when the amount of revenue can be measured reliably, it is probable that the economic beneﬁ ts associated with the transaction 
will ﬂ ow to the entity, the costs incurred or to be incurred can be measured reliably, and when the criteria for each of the Group’s different activities has 
been met. These activity-speciﬁ c recognition criteria are based on the goods or solutions provided to the customer and the contract conditions in each 
case, and are described below.
(a)  Original equipment manufacture
  The Group provides pumps and motors speciﬁ cally customised to each customer. These contracts specify a ﬁ xed price for the development and 
installation of pumps and motors. 
  When the outcome can be assessed reliably, contract revenue and associated costs are recognised as revenue and expenses respectively by 
reference to the stage of completion of the contract activity at the reporting date. Revenue is measured at the fair value of consideration received 
or receivable in relation to that activity. 
  When the Group cannot measure the outcome of a contract reliably, revenue is recognised only to the extent of the contract costs incurred and 
to the extent that such costs are recoverable. Contract costs are recognised in the period in which they are incurred. 
 When it is probable that total contract costs will exceed total contract revenue, the total expected loss is recognised immediately in proﬁ t or loss.
  The stage of completion of any contract is assessed by management by taking into consideration all information available at the reporting date. 
The percentage of completion is calculated by comparing costs incurred to date with the total estimated costs of the contract.
 The gross amount due from customers for contract work is presented as an asset within “trade and other receivables” for all contracts in progress  
  for which costs incurred plus recognised proﬁ ts (less recognised losses) exceeds progress billings. The gross amount due to customers for contract 
work is presented as a liability within ”trade and other payables” for all contracts in progress for which progress billings exceed costs incurred plus 
recognised proﬁ ts (less losses). 44 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
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 Notes to the Financial Statements
continued
for the year ended 31 March 2014
2 Summary of signiﬁ cant accounting policies continued 
(b) Aftermarket
   Revenue comprises the sale of spare parts and other aftermarket services, which is recognised when the Group has transferred to the buyer 
the signiﬁ cant risks and rewards of ownership of the goods and services supplied. Signiﬁ cant risks and rewards are generally considered to 
be transferred to the buyer when the customer has taken undisputed delivery of the goods and services.
(c)  Interest income
 Interest income is recorded on an accrual basis using the effective interest method. 
2.22 Operating expenses
Operating expenses are recognised in proﬁ t or loss upon utilisation of the service or at the date of their origin. Expenditure for warranties is recognised 
and charged against the associated provision when the related revenue is recognised.
2.23 Borrowing costs
Borrowing costs primarily comprise interest on the Group’s borrowings. Borrowing costs that are directly attributable to the acquisition, construction 
or production of a qualifying asset, are capitalised as part of the cost of that asset when it is probable that they will result in future economic beneﬁ ts and 
the costs can be measured reliably. All other borrowing costs are expensed in the period in which they are incurred and reported within “ﬁ nance costs”.
2.24 Finance costs – re-banking 
Re-banking costs comprise the costs of repaying existing borrowings and the costs of arranging new borrowing and banking facilities. Re-banking costs 
are accounted for using the extinguishment method with any difference on the extinguishment of the old debt and recognition of the new debt charged 
to the income statement in the period the re-banking occurred. To the extent that costs relate to new borrowing facilities whose term exceeds 1 year, 
such costs are charged to the income statement evenly over the term of the loan.  
 2.25 Financial instruments
Financial assets and liabilities are recognised on the Group’s Statement of Financial Position when the Group becomes a party to the contractual 
provisions of the instrument.
Financial assets are derecognised when the contractual rights to the cash ﬂ ows from the ﬁ nancial asset expire or when the ﬁ nancial asset and all 
substantial risks and rewards are transferred.
A ﬁ nancial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Financial assets and ﬁ nancial liabilities are measured initially at fair value plus transactions costs, except for ﬁ nancial assets and ﬁ nancial liabilities carried 
at fair value through proﬁ t or loss, which are measured initially at fair value.
Financial assets and ﬁ nancial liabilities are measured subsequently as described below.
Financial assets
For the purpose of subsequent measurement, ﬁ nancial assets are classiﬁ ed into the following categories upon initial recognition loans and receivables.
The category determines subsequent measurement and whether any resulting income and expense is recognised in proﬁ t or loss or in other 
comprehensive income.
All ﬁ nancial assets except for those at fair value through proﬁ t or loss are subject to review for impairment at least at each reporting date. Financial assets 
are impaired when there is any objective evidence that a ﬁ nancial asset or a group of ﬁ nancial assets is impaired. Different criteria to determine impairment 
are applied for each category of ﬁ nancial assets, which are described below.
All income and expenses relating to ﬁ nancial assets that are recognised in proﬁ t or loss are presented within “ﬁ nance costs” or “ﬁ nance income”, except 
for impairment of trade receivables, which is presented within “other expenses”.
Loans and receivables
Loans and receivables are non-derivative ﬁ nancial assets with ﬁ xed or determinable payments that are not quoted in an active market. After initial recognition 
these are measured at amortised cost using the effective interest method, less provision for impairment. Discounting is omitted where the effect of 
discounting is immaterial. The Group’s cash and cash equivalents and trade and most other receivables fall into this category of ﬁ nancial instruments.
Individually signiﬁ cant receivables are considered for impairment when they are past due or when other objective evidence is received that a speciﬁ c 
counterparty will default. Receivables that are not considered to be individually impaired are reviewed for impairment in groups, which are determined by 
reference to the industry and region of a counterparty and other available features of shared credit risk characteristics. The percentage of the write down is 
then based on recent historical counterparty default rates for each identiﬁ ed group. Impairment of trade receivables is presented within “other expenses”.  
Financial liabilities
The Group’s ﬁ nancial liabilities include borrowings, trade and other payables and derivative ﬁ nancial instruments.
Financial liabilities other than derivatives are measured subsequently at amortised cost using the effective interest method, except for ﬁ nancial liabilities 
held for trading or designated at fair value through proﬁ t or loss, that are carried subsequently at fair value with gains or losses recognised in proﬁ t or loss.
All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in proﬁ t or loss are included within “ﬁ nance costs” 
or “ﬁ nance income”. 45 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
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Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
2 Summary of signiﬁ cant accounting policies continued 
Derivative ﬁ nancial instruments
Derivatives are ﬁ nancial assets or ﬁ nancial liabilities classiﬁ ed as held for trading and recorded at fair value through proﬁ t and loss.
Due to certain customer contracts being settled in foreign currencies, the Group enters into forward exchange contracts and swaps in order 
to reduce the exposure to foreign currency risk.
 3 Changes in accounting policies
New and revised standards that are effective for annual periods beginning on or after 1 January 2013 
A number of new and revised standards are effective for annual periods beginning on or after 1 January 2013. Information on these new standards 
is presented below.
Presentation of Items of Other Comprehensive Income (Amendments to IAS 1)
This requires entities to group items presented in Other Comprehensive Income into those that, in accordance with other IFRSs:
a)  will not be reclassiﬁ ed subsequently to proﬁ t or loss
b) will be reclassiﬁ ed subsequently to proﬁ t or loss when speciﬁ c conditions are met.
Where the items are shown before tax the tax is shown separately for each of the two groups above.
IFRS 13 Fair Value Measurement (IFRS 13)
IFRS 13 clariﬁ es the deﬁ nition of fair value and provides related guidance and enhanced disclosures about fair value measurements. It does not affect 
which items are required to be fair-valued. The scope of IFRS 13 is broad and it applies for both ﬁ nancial and non-ﬁ nancial items for which other IFRSs 
require or permit fair value measurements or disclosures about fair value measurements except in certain circumstances.
IFRS 13 applies prospectively for annual periods beginning on or after 1 January 2013. Its disclosure requirements need not be applied to comparative 
information in the ﬁ rst year of application. The Group applied IFRS 13 for the ﬁ rst time in the current year. The Group applied IFRS 13 for the ﬁ rst time in 
the current year.
Amendments to IAS 19 Employee Beneﬁ ts (IAS 19)
The 2011amendments to IAS 19 made a number of changes to the accounting for employee beneﬁ ts, the most signiﬁ cant relating to deﬁ ned beneﬁ t 
plans. The amendments:
�  Eliminate the ‘corridor method’ and requires the recognition of remeasurments (including actuarial gains and losses) arising in the reporting period 
in other comprehensive income;
�  Change the measurement and presentation of certain components of the deﬁ ned beneﬁ t cost. The net amount in proﬁ t or loss is affected by the 
removal of the expected return on plan assets and interest cost components and their replacement by a net interest expense or income based on the 
net deﬁ ned beneﬁ t asset or liability; and
� Enhanced disclosure, including more information about the characteristics of deﬁ ned beneﬁ t plans and related risks.
IAS 19 has been applied retrospectively in accordance with its transitional provisions. The application did not have a material impact on the statements for 
the year ended 31 March 2013.
Standards, amendments and interpretation to existing standards that are not yet effective and have not been adopted 
early by the Group 
At the date of authorisation of these ﬁ nancial statements, certain new standards, amendments and interpretations to existing standards have been 
published but are not yet effective, and have not been adopted early by the Group.
Management anticipates that all of the pronouncements will be adopted in the Group’s ﬁ nancial statements for the ﬁ rst period beginning after the effective 
date of the pronouncement.  Information on new standards, amendments and interpretations that are expected to be relevant to the Group’s ﬁ nancial 
statements is provided below.  Certain other new standards and interpretations have been issued but are not expected to have a material impact on the 
Group’s ﬁ nancial statements. 
IFRS 9 Financial Instruments (effective from 1 January 2015)
The IASB aims to replace IAS 39 Financial Instruments: Recognition and Measurement in its entirety. The replacement standard (IFRS 9) is being issued in 
phases. To date, the chapters dealing with recognition, classiﬁ cation, measurement and derecognition of ﬁ nancial assets and liabilities have been issued. 
These chapters are effective for annual periods beginning 1 January 2015. Further chapters dealing with impairment methodology and hedge accounting 
are still being developed.
Management have yet to assess the impact that this amendment is likely to have on the ﬁ nancial statements of the Group. However, they do not expect 
to implement the amendments until all chapters of IFRS 9 have been published and they can comprehensively assess the impact of all changes. 46 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
 4 Signiﬁ cant management judgements in applying accounting policies
The following are signiﬁ cant management judgements in applying accounting policies of the Group that have the most effect on the ﬁ nancial statements.  
Internally generated development costs
Management monitors progress of internal research and development projects by using a project management system. Signiﬁ cant judgement is required 
in distinguishing research from the development phase. Development costs are recognised as an asset when all the criteria are met, whereas research 
costs are expensed as incurred. 
To distinguish any research-type project phase from the development phase, it is the Group’s accounting policy to also require a detailed forecast 
of sales or cost savings expected to be generated by the intangible asset. The forecast is incorporated into the Group’s overall budget forecast as the 
capitalisation of development costs commences. This ensures that managerial accounting, impairment testing procedures and accounting for internally-
generated intangible assets is based on the same data.
The Group’s management also monitors whether the recognition requirements for development costs continue to be met and an assessment made 
of its recoverability. This is necessary as the economic success of any product development is uncertain and may be subject to future technical problems 
after the time of recognition.
Revenue recognition – original equipment manufacture
The stage of completion of a contract is assessed by management taking into consideration all information available at the reporting date. In this 
process management carries out signiﬁ cant judgements about milestones, actual work performed and the estimated costs to complete the work.  
Further information on the Group’s accounting policy for contracts is in note 2.21.
Deferred tax assets
The assessment of the probability of future taxable income in which deferred tax assets can be utilised is based on the Group’s latest approved budget 
forecast, which is adjusted for signiﬁ cant non-taxable income and expenses and speciﬁ c limits to the use of any unused tax loss or credit. The tax rules 
in the numerous jurisdictions in which the Group operates are also carefully taken into consideration. If a positive forecast of taxable income indicates 
the probable use of a deferred tax asset, especially when it can be utilised without a time limit, that deferred tax asset is usually recognised in full. The 
recognition of deferred tax assets that are subject to certain legal or economic limits or uncertainties is assessed individually by management based 
on the speciﬁ c facts and circumstances.
Leases
In applying the classiﬁ cation of leases in IAS 17, management considers its leases of equipment as ﬁ nance lease arrangements. In some cases, the 
lease transaction is not always conclusive, and management uses judgement in determining whether the lease is a ﬁ nance lease arrangement that 
transfers substantially all the risks and rewards incidental to ownership. 
 5 Estimation uncertainty
When preparing ﬁ nancial statements management undertakes a number of judgements, estimates and assumptions about recognition and 
measurement of assets, liabilities, income and expenses.
The actual results may differ from the judgements, estimates and assumptions made by management, and will seldom equal the estimated results.
Information about signiﬁ cant judgements, estimates and assumptions that have the most signiﬁ cant effect on recognition and measurement of assets, 
liabilities, income and expenses are discussed below. 
Original equipment revenue
The stage of completion of any contract is assessed by management by taking into consideration all information available at the reporting date. 
In this process management formulates estimates regarding actual work performed and the estimated costs to complete the work. 
Deferred tax asset – refer to note 22
Management estimates the deferred tax asset semi-annually with the assistance of independent tax advisers; however, the actual outcome may vary 
due to estimation uncertainties. The assessment of the probability of future taxable trading income in which deferred tax assets, in respect of trading 
losses, can be utilised is based on management’s latest ﬁ nancial projections. If a positive projection of taxable income indicates the probable use of 
such deferred tax asset, especially when it can be utilised without a time limit, that deferred tax asset is usually recognised in full. The recognition of 
deferred tax assets that are subject to certain legal or economic limits or uncertainties is assessed individually by management based on the speciﬁ c 
facts and circumstances. The value of deferred tax asset in respect of trading losses at 31 March 2014 was £2.9 million (2013: £3.7 million).
Deﬁ ned beneﬁ t pension liability – refer to note 28
Management estimates the deﬁ ned beneﬁ t pension liability annually with the assistance of independent actuaries; however, the actual outcome may vary 
due to estimation uncertainties. The estimate of its deﬁ ned beneﬁ t pension gross liability of £13.1 million (2013: £13.2 million) is based on standard rates of 
inﬂ ation and mortality. The estimate does not include anticipation of future salary increases, as there are no members with beneﬁ ts related to future salary 
progression. Discount factors are determined close to each period end by reference to high quality corporate bonds that are denominated in the currency 
in which the beneﬁ ts will be paid and that have terms to maturity approximating to the terms of the related pension liability. Estimation uncertainties exist 
particularly with regard to medical cost trends, which may vary signiﬁ cantly in future appraisals of the Group’s deﬁ ned beneﬁ t pension obligations. 
The value of the deﬁ ned beneﬁ t pension liability at 31 March 2014 was £1.5 million (2013: £1.6 million). 47 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
5 Estimation uncertainty continued
Provisions – refer to note 26 
The amount recognised for warranties for which customers are covered for the cost of repairs is estimated based on management’s past experience 
and the future expectations of defects. The value of warranty provisions at 31 March 2014 was £0.4 million (2013: £0.6 million).
Goodwill – refer to note 16 
Management carry out impairment tests at each reporting date and indicate present values of future cash ﬂ ows in respect of both the OE and AM divisions 
are far in excess of the carrying values of the associated assets including goodwill such that management considers the likelihood of any impairment arriving 
to be remote.
 6 Segment information
Management currently identiﬁ es the Group’s two service lines, OE and AM, as operating segments. The activities undertaken by the OE segment 
include the manufacture of pumps and motors. The activities of the AM division include the servicing of, and provision of spares for, a wide range 
of pumps and motors.
Segment information can be analysed as follows for the reporting periods under review:
    OE  AM  Total
Year to 31 March 2014   £000  £000 £000
Segment revenues from:    
T otal segment revenue     17,515  26,661  44,176
Inter-segment     (14)  (957)  (971)
External customers     17,501  25,704  43,205
Cost and expenses     (17,284)  (19,217)  (36,501)
Segment operating proﬁ t    217  6,487  6,704
Segment assets    12,971  11,583  24,554
    OE  AM  Total
15 months to 31 March 2013   £000  £000 £000
Segment revenues from:    
Total segment revenue     12,446  29,073  41,519
Inter-segment     (107)  (931)  (1,038)
External customers     12,339  28,142  40,481
Cost and expenses     (13,986)  (21,289)  (35,275)
Segment operating (loss)/proﬁ t    (1,647)  6,853  5,206
Segment assets    8,916  9,848  18,764
The Group’s revenues from external customers and its non-current assets (other than goodwill and deferred tax assets) are divided into the following 
geographical areas:
   31 March 2014  31 March 2013  
  Revenue Non-current assets Revenue Non-current assets
  £000   £000  £000 £000
United Kingdom   4,007  8,450  5,778  7,893
USA   10,829  1,198  12,904  1,056
Other countries 28,369   133  21,799 62
   43,205  9,781  40,481  9,011
Revenues from external customers in the Group’s domicile, United Kingdom, as well as its major market the USA have been identiﬁ ed on the basis 
of the customers’ geographical location. Non-current assets are allocated based on their physical location.
No customer represented greater than 10% of Group revenue in the year to 31 March 2014 or in the 15 months to 31 March 2013. 48 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
6 Segment information continued
The totals presented for the Group’s operating segments reconcile to the entity’s key ﬁ nancial ﬁ gures as presented in its ﬁ nancial statements as follows:
     Year to   15 months to  
     31 March 2014 31 March 2013
       £000 £000
Segment revenues    
T otal segment revenues        44,176  41,519
Elimination of inter-segmental revenues       (971)  (1,038)
       43,205  40,481
  
Segment proﬁ t  
Segment operating proﬁ t       6,704  5,206
Post-employment beneﬁ t expenses        (197)  (233)
Site modernisation       (243)  –
Other operating costs not allocated       (1,292)  (1,561)
Foreign currency exchange differences       (310)  (139)
Trading operating proﬁ t        4,662  3,273
  
Non-trading items (see note 2.5)       –  (840)
Operating proﬁ t after exceptional items       4,662  2,433
Finance costs plus fair value of derivatives       (859)  (940)
Group proﬁ t before tax      3,803  1,493
Segment total assets can be reconciled to Group assets as follows:
     Year to   15 months to  
     31 March 2014 31 March 2013
       £000 £000
Segment total assets    
Total segment assets       24,554  18,764
Group assets       56,406  42,781
Consolidation adjustments       (42,863)  (29,718)
Group total assets      38,097  31,827 49 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
 7 Operating proﬁ t/(loss)
Operating proﬁ t/(loss) is stated after charging:        
     Year to   15 months to  
     31 March 2014 31 March 2013
       £000 £000
Depreciation of owned assets       580  673
Depreciation of assets held under ﬁ nance leases       106  28
Amortisation of other intangible assets       194  192
Auditor’ s remuneration:  
Audit services:
− Fees payable to the Company’ s auditor for the audit of the Company’ s annual accounts   16  16
− The audit of the Company’ s subsidiaries pursuant to legislation     106  80
Other services:       
− Taxation services       –  –
− Other services       48  2
Rentals under operating leases:  
− Land and buildings       245  240
− Plant and equipment       111  100
Foreign currency exchange differences – loss       310  139
Research and developments costs       487  458
Foreign currency exchange differences relate to realised losses on receipts and payments together with an unrealised loss arising on the retranslation 
of net current assets.
 8 Employee remuneration
Employee beneﬁ ts expense
The employee beneﬁ t expense during the year was as follows:       
     Year to   15 months to  
     31 March 2014 31 March 2013
       £000 £000
Wages and salaries       12,153  13,312
Social security costs       1,078  1,328
Redundancy costs       60  460
Pension costs       677  1,034
       13,968  16,134
The average numbers of employees during the year were as follows:
     Year to   15 months to  
     31 March 2014 31 March 2013
       £000 £000
  
OE and AM       177  173
General and administration       105  100
Selling       36  40
       318  313
Key management personnel 
Key management of the Group are members of the Board of Directors in Hayward Tyler Group PLC. 
Remuneration in respect of the Directors including employer’s national insurance cost was as follows: 
     Year to   15 months to  
     31 March 2014 31 March 2013
       £000 £000
Short-term employee beneﬁ ts       484  767
Employer’s National Insurance Contributions       50  70
       534  837 50 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
8 Employee remuneration continued
The amounts set out above include remuneration in respect of the highest paid Director as follows:
     Year to   15 months to  
     31 March 2014 31 March 2013
       £000 £000
Short-term employee beneﬁ ts       223  343
Employer’s National Insurance Contributions       30  42
       253  385
None of the Directors participate in the Group’s deﬁ ned beneﬁ t plan. Details of related party transactions are given in note 32 to the ﬁ nancial statements. 
Short-term employee beneﬁ ts for the 15 months to 31 March 2013 included the cost of gifting ordinary shares in the Company by the Group’s Employee 
Beneﬁ t Trust (EBT). On 9 October 2012, the EBT gifted shares with an aggregate value of £96,000 to Ewan Lloyd-Baker.
 9 Directors’ emoluments
The remuneration received by each Director that served during the period was as follows:
        
        15 months 
      Year to 31 March 2014 to 31 March
£000   Salary & fees Bonus Pension 
1
 Total 
2
 2013
Executive      
E Lloyd-Baker     187 36 – 223 343
N Flanagan     126 – 30 156 240
Non-executive      
J May     57 – – 57 89
M Critchley 
6
      6 – – 6 –
D Khaitan 
3 5
     – – – – –
S Dasgupta 
5
     33 – – 33 32
P Ghosh 
4 5
     9 – – 9 9
R Emerson     – – – – 21
C Every     – – – – 33
      418 36 30 484 767
Notes
1. None of the Directors participate in the Group’s deﬁ ned beneﬁ t scheme. Pension contributions represent payments to a personal pension arrangement
2. Employer’s National Insurance Contributions made relating to Directors’ emoluments in the period were £45,304 (2013: £70,000)
3. During the year to 31 March 2014 £33,210 was paid to MBE Mineral Technologies Pte Limited for the provision of non-executive director services by Deepak Khaitan
4. During the year to 31 March 2014 £24,205 was paid to MBE Mineral Technologies Pte Limited for the provision of non-executive director services by Prabir Ghosh
5. Resigned 6 March 2014 following the completion of the re-banking of the Group
6. Appointed 28 January 2014
 10 Trading EBITDA 
Trading earnings before interest, tax, depreciation and amortisation are as follows:
     Year to   15 months to  
     31 March 2014 31 March 2013
       £000 £000
Trading EBITDA  
Trading operating proﬁ t        4,662  3,273
Depreciation and amortisation       880  893
       5,542  4,166 51 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
 11 Finance costs 
     Year to   15 months to  
     31 March 2014 31 March 2013
       £000 £000
Trading:  
Interest payable on bank borrowing       609  756
Finance costs of pensions       67  123
(Gain) arising on fair value of derivative contracts       (41)  –
        635  879
  
Non-trading:  
Finance charges – re-banking       224  516
(Gain) arising on fair value of derivative contracts       –  (455)
       859  940
Further details of the re-banking are set out in the Financial Review, which starts on page 12, and in note 36.
 12 Income tax expense
(a) Analysis of total tax charge
     Year to   15 months to  
     31 March 2014 31 March 2013
       £000 £00
Current tax       
UK corporation tax at 23% (2013: 24.4%)       –  –
Amounts over provided in prior years       –  7
  
Overseas taxation       841  823
Adjustment in respect of prior year       (21)  –
T otal current tax      820  830
  
Deferred tax  
Accelerated capital allowances       (69)  (28)
Revaluation of derivative contracts to fair value       –  992
Losses available for offset against future taxable income      487  (1,161)
Retirement beneﬁ t obligations       4  219
Less movement recorded in other comprehensive income      26  (192)
Other temporary differences       (122)  9
Derivatives       24  –
Effect of change in tax rate       455  369
Amounts over provided in prior years       (87)  317
T otal deferred tax      703  540
  
T ax charge reported in the income statement      1,523  1,370
   52 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
12 Income tax expense continued   
(b)  Reconciliation of proﬁ t/(loss) before tax total to tax charge/(credit)
The relationship between the expected tax expense based on the domestic effective tax rate of Hayward Tyler Group PLC at 23% (2013: 24.4%) 
and the reported tax expense in the income statement is set out below, which also shows the major components of tax expense:
     Year to   15 months to  
     31 March 2014 31 March 2013
       £000 £00
        
Proﬁ t before tax       3,803  1,493
Domestic tax rate for Hayward T yler Group PLC       23%  24.4%
Expected tax charge       875  365
  
Adjustment for tax-rate differences in foreign jurisdictions      295  281
Deferred tax not recognised and effect of tax rate change      381  386
Amounts over provided in prior years       (87)  317
Adjustment for non-deductible expenses       59  21
  
T ax charge      1,523  1,370
    
Note 22 provides information on the entity’s deferred tax assets and liabilities, including the amounts recognised directly in the income statement.
 13 Income tax asset/(liability)
    At 31 March 2014 At 31 March 2013
      £000 £000
  
Current tax assets       580  368
Current tax liabilities       (881)  (194)
  
Income tax (payable)/receivable      (301)  174
 14 Earnings per share
The calculation of the basic earnings per share is based on the earnings attributable to ordinary shareholders divided by the weighted average number 
of shares in issue during the year.
The calculation of diluted earnings per share is based on the basic earnings per share, adjusted to allow for the issue of shares and the post-tax effect 
of dividends and/or interest, on the assumed conversion of all dilutive options and other dilutive potential ordinary shares.
       Year to    15 months to  
       31 March 2014  31 March 2013
Earnings per share calculations only  
Proﬁ t attributable to ordinary shareholders:  
Proﬁ t for the period (£000)       2,280  123 
Weighted average number of shares (used for basic earnings per share)     45,436,197  42,524,948
Dilutive effect of options       –  –
  
Weighted average number of shares       45,436,197  35,512,545
Basic earnings per share (pence)       5.02  0.29 
Diluted earnings per share (pence)      5.02  0.29
Dividends
An inaugural interim dividend of 0.5 pence per ordinary share was declared during the year representing a total of £227,536 (2013: nil). 53 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
 15 Dividends
      Year to  15 months to
     31 March 2014 31 March 2013
     Pence   Pence
     per share  £000 per share £000
Ordinary shares paid in the year    
Interim dividend      0.5 227 – –
Final dividend      – – – –
Total     0.5 227 – –
 16 Goodwill
The net carrying amount of goodwill can be analysed as follows:
     At 31 March 2014 At 31 March 2013
Group      £000 £000
    
Gross carrying amount 
Carrying amount at start of period       2,219  2,219
Carrying amount at end of period      2,219  2,219
There is no impairment charge for the year (2013: nil). For the purposes of periodic impairment testing the carrying amount of goodwill is allocated to the 
following cash generating units (CGU).
     At 31 March 2014 At 31 March 2013
       £000 £000
    
OE         368  368
AM        1,851  1,851
Carrying amount at end of period      2,219  2,219
The recoverable amounts of the OE and AM cash-generating units were determined based on value-in-use calculations. The key assumptions used 
in the calculations were:
�  the forecast operating cash ﬂ ows for the next ﬁ ve years and a terminal value of such ﬂ ows based on approved budgets and plans. These budgets 
and plans are based on past performance, current orders, future order pipeline and expectations for the market development of the CGU, taking into 
account the current economic climate and forecast assumptions (both internal and external where appropriate) around the relevant product markets;
�  an estimate of the long-term growth rate for the CGU representing management’s best estimate of future long-term growth in the respective divisions, 
taking into account both internal and external projections for the markets in which they operate. The long-term growth rate used for the ﬁ rst ﬁ ve years 
was 7% and the terminal value growth rate used was 2%; and  
�  a discount rate of 11.6% was used to discount future cash ﬂ ows and reﬂ ects management’s estimate of the weighted average cost of capital 
of the Group.
Impairment test are carried out at each reporting date and indicate present values of future cash ﬂ ows in respect of both the OE and AM divisions are 
far in excess of the carrying values of the associated assets including goodwill such that management considers the likelihood of any impairment arising 
to be remote. 54 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
 17 Other intangible assets
The Group’s other intangible assets comprise solely internally generated development costs (see note 2.11). The net carrying amounts for the reporting 
periods under review can be analysed as follows: 
     At 31 March 2014 At 31 March 2013
Group      £000 £000
Gross carrying amount   
Balance at start of period       1,713  1,490
Additions       –  223
Balance at end of period      1,713  1,713
  
Accumulated amortisation and impairment  
Balance at start of period       738  546
Amortisation       194  192
Balance at end of period      932  738
  
Carrying amount at end of period      781  975
The amortisation charge for the year is included within operating charges and disclosed in note 7.
The main material asset included above is the development of subsea motor which has a carrying value of £589,168 at 31 March 2014.
 18 Investments
The Company had the following investments in subsidiary undertakings:
     At 31 March 2014 At 31 March 2013
       £000 £000
   
Gross value of investments  
Balance at start of period       27,916  27,916
Additions       –  –
Balance at end of period      27,916  27,916
  
Provision for impairment  
Balance at start of period       20,193  20,193
Impairment in period       –  –
Balance at end of period      20,193  20,193
Net book value at end of period       7,723  7,723 55 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
18 Investments continued 
The Company owns more than 20% of the following companies:
    Place of % ownership/ Principal
Name of company  incorporation voting power activity
    
Southbank UK Limited  England & Wales 100 Holding company
Redglade Associates Limited  England & Wales 100 Property
Redglade Investments Limited  England & Wales 100 Property
Hayward T yler Group Limited  England & Wales 100 Holding company
Hayward T yler Limited  England & Wales 100 Trading
Hayward T yler (UK) Limited  England & Wales 100 Dormant
Varley Pumps Limited  England & Wales 100 Trading
Hayward T yler Subsea Limited  England & Wales 100 Dormant
Hayward T yler Holdings Limited  England & Wales 100 Holding company
Hayward T yler Holding Inc  USA 100 Holding company
Hayward T yler Inc  USA 100 Trading
Hayward T yler Pumps (Kunshan) Co Limited  China 100 Trading
Hayward T yler India PTE Limited  India 100 Trading
Appleton & Howard Limited  England & Wales 100 Dormant
Hayward T yler Fluid Dynamics Limited  England & Wales 100 Dormant
Hayward T yler Fluid Handling Limited  England & Wales 100 Trading
Hayward T yler Services Limited  England & Wales 100 Dormant
Specialist Energy Group Trustee Limited  England & Wales 100 Acts as employee 
      beneﬁ t trust
Hayward T yler Pension Plan Trustees Limited  England & Wales 100 Manages 
      pension scheme
Sumo Pumps Limited  England & Wales 100 Dormant
Hayward T yler Engineered Products Limited  England & Wales 100 Dormant
Capital Engineering Services Limited  England & Wales 100 Dormant
Credit Montague Limited  England & Wales 100 Dormant
Mullins Limited  England & Wales 100 Dormant
Specialist Energy Group Limited  England & Wales 100 Dormant
Nviro Cleantech Limited  England & Wales 100 Holding company
Laseair Limited  England & Wales 80 Dormant
Microrelease Limited  England & Wales 80 No longer trading
Organotect Inc  USA 65 No longer trading
Nviro Cleantech Inc  USA 100 Holding company
Vertus T echnologies US LLC  USA 100 Holding company
Vertus T echnologies Industrial LLC  USA 100 No longer trading
Vertus T echnologies Limited  Cayman Islands 100 Holding company
Nviro Cleantech Limited  Cayman Islands 100 Holding company
All companies are owned indirectly by Hayward Tyler Group PLC except for Southbank UK Limited, Specialist Energy Group Trustee Limited and Nviro 
Cleantech Limited (which are owned directly) and the results for all have been included within the consolidation. 56 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
 19 Property, plant and equipment
The Group’s property, plant and equipment comprise primarily land, buildings, plant and machinery and ﬁ xtures and ﬁ ttings. 
The carrying amount can be analysed as follows:        
    Short
  Freehold  leasehold  Fixtures    
  land and improve- Plant and and
  buildings ments machinery fittings Total
Group £000 £000 £000 £000 £000
Gross carrying amount     
Balance at 1 April 2013     8,622 835 11,569 3,578 24,604
Exchange adjustments     – (64) (332) (88) (484)
Additions     – 583 741 448 1,772
Reclassiﬁ cation     – 340 (310) (30) – 
Disposals     – – (1,456) (787) (2,243)
Balance at 31 March 2014    8,622 1,694 10,212 3,121 23,649
Depreciation and impairment     
Balance at 1 April 2013     2,959 604 9,852 3,154 16,569
Exchange adjustments      – (51) (270) (48) (369)
Reclassiﬁ cation     – 275 (273) (2) –
Disposals     – – (1,454) (783) (2,237)
Charge for the year      42 75 381 188 686
Balance at 31 March 2014    3,001 903 8,236 2,509 14,649
Carrying amount at 31 March 2014    5,621 791 1,976 612 9,000 
Gross carrying amount     
Balance at 1 January 2012     8,622 734 11,610 3,452 24,418
Exchange adjustments     – 21 46 22 89
Additions     – 105 529 162 796
Reclassiﬁ cation     – (6) (45) 51 –
Disposals     – (19) (571) (109) (699)
Balance at 31 March 2013    8,622 835 11,569 3,578 24,604
     
Depreciation and impairment     
Balance at 1 January 2012     2,885 575 10,003 2,956 16,419
Exchange adjustments     – 19 82 17 118
Reclassiﬁ cation     – – (53) 53 –
Disposals     – (21) (538) (110) (669)
Charge for the year     74 31 358 238 701
Balance at 31 March 2013    2,959 604 9,852 3,154 16,569
Carrying amount at 31 March 2013    5,663 231 1,717 425 8,036
The Group’s freehold land and buildings were valued by independent valuers for the ﬁ nancial statements for the year ended 31 December 2011 and an 
impairment charge was made at that date. The Directors believe that there has been no further impairment of the property since that date. Fair value of 
freehold land and buildings do not have quoted prices and have been determined based on professional appraisals that would be classiﬁ ed as Level 3 
of the fair value hierarchy as deﬁ ned in IFRS 13 “Fair Value Measurement”.
All depreciation charges are included within operating charges and disclosed in note 7.
The Group’s land and buildings have been pledged as security for term loans. 
Carrying value of ﬁ nance leases assets included in plant and machinery amounted to £707,000 (2013: £635,000). The depreciation charged 
to the ﬁ nancial statements in the year in respect of ﬁ nance leased assets amounted to £106,000 (2013: £28,000). 57 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
 20 Inventories
Inventories recognised in the statement of ﬁ nancial position can be analysed as follows:
     At 31 March 2014 At 31 March 2013
Group     £000 £000
Raw materials and consumables       2,944  3,227
Work in progress       2,939  960
Finished goods and goods for resale       1,791  1,296
       7,674  5,483
In the year ended 31 March 2014, total inventory included in expenses amounted to £16,810,000 (2013: £14,525,000).
 21 Trade and other receivables 
      
    Group   Company
   At At  At  At  
   31 March 31 March 31 March 31 March  
   2014 2013 2014 2013  
   £000 £000 £000 £000
Current:    
Trade receivables      7,793 6,111 – 9
Less: provision for impairment of receivables      (88) (717) – –
Trade receivables – net      7,705 5,394 – 9
    
Gross amounts due from customers      4,031 4,011 – –
Other receivables      136 12 – –
Due from Group undertakings      – – 10,397 7,239
    
Trade and other receivables     9,417 10,128 7,248 7,248
    
Prepayments      587 528 – –
VAT recoverable      283 241 16 5
Other current assets     870 769 16 5
    
Total current trade and other receivables     12,742 10,186 10,413 7,253
The Directors believe that the carrying amounts of trade and other receivables approximate their fair values. The receivables are short term and 
non-interest bearing.
All of the Group’s trade and other receivables have been reviewed for indicators of impairment.  Certain trade receivables were found to be impaired 
and a provision for impairment of receivables of £0.1 million (2013: £0.7 million) has been made. 
The movement in the provision for impairment of receivables can be reconciled as follows:
     At 31 March 2014 At 31 March 2013
Group     £000 £000
Balance at start of year       717  1,323
Charge for the year       51  118
Impairment reversals       (89)  (724)
Amounts utilised in the year       (591)  -
Balance at end of year      88  717
An analysis of unimpaired trade receivables that are past due is given in note 29. 58 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
 22 Deferred tax assets
Deferred tax movements for the year arising from temporary differences and unused tax losses of the Group can be summarised as follows:
     At 31 March 2014 At 31March 2013
      £000 £000
   
Balance at start of period       3,989  4,721
Charge to income statement for the year (note 12)      (703)  (540)
Charge to other comprehensive income       26  (192)
Balance at end of period      3,312  3,989
   
Deferred tax assets are recognised to the extent that it is probable that taxable proﬁ ts will be available in future against which deductible temporary 
differences can be utilised. This recognition is supported by the underlying proﬁ tability of the Group in the year ended 31 March 2014 and the future 
projected proﬁ tability of the Group. No deferred tax asset has been recognised on tax losses of £0.6 million (2013: £1.0 million). 
Deferred tax assets         
       Credit
       to other
       compre-   
      Charge to hensive Balance  
     Balance at income income at 
     1 April for the for the 31 March  
     2013 period period 2014
    £000 £000 £000 £000
Accelerated tax depreciation      (66) 74 – 8
Retirement beneﬁ t obligations      358 (76) 26 308
Tax losses      3,710 (854) – 2,856
Derivatives      – (8) – (8)
Temporary differences      (13) 161 – 148
Total     3,989 (703) 26 3,312
       Charge
       to other
       compre-   
      Charge to hensive Balance  
     Balance at income income at 
     1 January for the for the 31 March  
     2012 period period 2013
     £000 £000 £000 £000
Accelerated tax depreciation      369 (435) – (66)
Retirement beneﬁ t obligations      617 (67) (192) 358
Tax losses      2,825 885 – 3,710
Derivatives      1,016 (1,016) – –
Temporary differences      (106) 93 – (13)
Total     4,721 (540) (192) 3,989
 
 23 Cash and cash equivalents
Cash and cash equivalents included the following components:
      Group  Company
     At At  At  At   
     31 March 31 March 31 March 31 March  
     2014 2013 2014 2013  
     £000 £000 £000 £000
    
Cash at bank and in hand      1,748 571 – 46
      1,748 571 – 46 59 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
23 Cash and cash equivalents continued
At 31 March 2014 the Group had the following undrawn facilities:
     At 31 March 2014 At 31 March 2013
Group      £000 £000
  
Revolving credit facilities       2,094  2,650
Corporate charge card facility      49  56
The bank revolving credit facilities and loans are secured by ﬁ xed and ﬂ oating charges over the Group’s assets.
The short-term bank borrowings under the revolving credit facilities have been classiﬁ ed under borrowings in Hayward Tyler Group PLC. 
A breakdown of cash and borrowings is set out below:
      Group  Company
     At At  At  At  
     31 March 31 March 31 March 31 March  
     2014 2013 2014 2013  
     £000 £000 £000 £000
    
Cash at bank and in hand      1,748 571 – 46
Short-term bank borrowings      (3,806) (5,458) – –
Short-term bank loans      (1,357) (658) (896) –
Non-current bank loans      (4,933) (2,984) (1,800) –
Net debt     (8,348) (8,529) (2,696) 46
The Directors consider that the carrying amount of the cash and cash equivalents approximates their fair value.
 24 Trade and other payables
          
      Group  Company
     At At   At  At   
     31 March 31 March 31 March 31 March  
     2014 2013 2014 2013  
     £000 £000 £000 £000
Trade payables      4,841 1,985 182 13
Payments on account      5,451 5,285 – –
Social security and other taxes      222 345 – –
Due to Group undertakings      – – 35 26
Trade and other payables     10,514 7,615 217 39
The carrying amounts of trade and other payables approximate to their fair values. All amounts shown above are short-term liabilities and 
are accruing no interest.   60 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
 25 Other liabilities 
Other liabilities can be summarised as follows:
      Group  Company
     At At  At  At   
     31 March 31 March 31 March 31 March  
     2014 2013 2014 2013  
     £000 £000 £000 £000
    
Accruals      2,682 2,251 267 2
Other payables      73 84 – 21
      2,755 2,335 267 23
 26 Provisions
     At 31 March 2014 At 31 March 2013
Group     £000 £000
   
Annual leave       145  255
Warranty        394  590
Liquidated damages       –  46
Loss making contracts       531  291
       1,070  1,182
All provisions are considered current. The carrying amounts may be analysed as follows:       
      Loss
   Annual  Liquidated making 
   leave Warranty damages contracts Total  
   £000 £000 £000 £000 £000
Carrying amount at start of period     255 590 46 291 1,182
Exchange differences     – (15) – – (15)
Additional provisions     43 368 – 531 942
Unused amounts reversed     – (173) (46) – (219)
Amount utilised     (153) (376) – (291) (820)
Carrying amount at end of period    145 394 – 531 1,070
Annual leave provision
Paid holidays are regarded as an employee beneﬁ t and are charged to the proﬁ t or loss as the beneﬁ t is earned. A provision is made at the balance sheet 
date to reﬂ ect the present value of the holidays earned but not taken. 
Warranty provision
Provisions for warranty work represent the estimated cost of work provided under the terms of the contracts with customers with reference to the length 
and unexpired portion of the terms provided.
Liquidated damages
Provisions for liquidated damages are the liabilities estimated to arise on the expected delay in shipment of contracts that have been shipped prior to 
31 March 2014. There were no expected delays in the year.  
Loss making contracts
Provisions for loss making contracts are the estimated total costs that exceed the total revenues from contracts that are in progress at the reporting date. 61 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
 27 Leases
Finance leases
The Group leases various equipment under ﬁ nance lease arrangements. The net carrying amount of the assets held under ﬁ nance lease arrangements 
is £707,000 (2013: £635,000). The assets are included under “Plant and Machinery”, which form an integral part of “property, plant and equipment” 
(see note 19).
The future aggregate minimum ﬁ nance lease payments are as follows:
     At 31 March 2014 At 31 March 2013
      Present  Present  
     Minimum value of Minimum value of
     payments payments payments payments
Group    £000 £000 £000 £000
No later than 1 year      180 167 107 103
Later than 1 year and no later than 5 years      447 335 240 217
       627 502 347 320
Less: Amounts representing ﬁ nance charges      (125)  (27) 
Present value of minimum lease payments     502  320 
The lease agreement for the equipment includes ﬁ xed lease payments and a purchase option at the end of the lease term. The agreement is non-
cancellable but does not contain any further restrictions. No contingent rents were recognised as an expense in the reporting periods under review.
Operating leases
The Group leases various ofﬁ ces, vehicles and equipment under non-cancellable operating lease agreements. The leases have varying terms, 
escalation clauses and renewal rights.
The future aggregate minimum lease payments under non-cancellable operating leases are:
     At 31 March 2014 At 31 March 2013
Group     £000 £000
No later than 1 year       187  224
Later than 1 year and no later than 5 years       145  83
       332  307
Lease payments recognised as an expense during the period are shown in note 7. The Group’s operating lease agreements do not contain any 
contingent rent clauses.
  28 Pensions and other employee obligations
Within the UK the Group operates a deﬁ ned beneﬁ t plan with beneﬁ ts linked to ﬁ nal salary and a deﬁ ned contribution plan. With effect from 1 June 2003 
the deﬁ ned beneﬁ t plan was closed to new UK employees who are offered membership of the deﬁ ned contribution plan. The majority of UK employees 
are members of one of these arrangements. The method used in assessing the scheme liabilities is the projected unit method. A full valuation of the 
pension scheme is produced every three years (the last one being as at 1 January 2011) and updated annually to 31 March 2014 by independent 
qualiﬁ ed actuaries. The Group has until 1 April 2015 to agree the tri-annual valuation and schedule of contribution with the trustees of the plan.
The group operates a deﬁ ned beneﬁ t pension arrangement called the Hayward Tyler Pension Plan (the “Plan”).  The Plan provides beneﬁ ts based on ﬁ nal 
salary and length of service on retirement, leaving service or death.
The Plan is subject to the Statutory Funding Objective under the Pensions Act 2004. A valuation of the Plan is carried out at least once every three years to 
determine whether the Statutory Funding Objective is being met.  As part of the process the Company must agree with the Trustees of the Plan the 
contributions to be paid to address any shortfall against the Statutory Funding Objective. The Statutory Funding Objective does not currently impact on the 
recognition of the Plan in these accounts.
The Plan is managed by a board of trustees appointed in part by the Company and in part from elections by members of the Plan. The board of trustees 
includes a professional trustee (Independent Trustee Services Limited). The trustees have responsibility for obtaining valuations of the fund, administering 
beneﬁ t payments and investing the Plan’s assets. The trustees delegate some of these functions to their professional advisers where appropriate. 62 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
28 Pensions and other employee obligations continued
The Plan exposes the Company to a number of risks:
�  Investment risk  
The Plan holds investments in asset classes, such as equities, which have volatile market values, and while these assets are expected to provide the real 
returns over the long term, the short-term volatility can cause additional funding to be required if a deﬁ cit emerges;
�  Interest rate risk  
The Plan’s liabilities are assessed using market yields on high quality corporate bonds to discount the liabilities.  As the Plan holds assets such as equities 
the value of the assets and liabilities may not move in the same way;
�  Inﬂ ation risk
A signiﬁ cant proportion of the beneﬁ ts under the Plan are linked to inﬂ ation.  Although the Plan’s assets are expected to provide a good hedge against 
inﬂ ation over the long term, movements over the short-term could lead to deﬁ cits emerging;
� Mortality risk
 In the event that members live longer than assumed a deﬁ cit will emerge in the Plan; and
�  Concentration risk
A signiﬁ cant proportion of the Plan’s liabilities are in respect of a single pensioner member.  The development of the liabilities over time will therefore 
depend heavily on the actual experience in respect of this member.
There are no plan amendments, curtailments or settlements during the period.
The liabilities recognised for pensions and other employee remuneration in the statement of ﬁ nancial position consist of the following amounts:
     At 31 March 2014 At 31 March 2013
Group     £000 £000
Net obligation      1,538  1,555
Scheme liabilities
The deﬁ ned beneﬁ t obligations for the reporting periods under review are as follows: 
     At 31 March 2014 At 31 March 2013
Group     £000 £000
Deﬁ ned beneﬁ t obligation at start of period       13,158  13,126
Interest cost       587  729
Actuarial loss       120  372
Beneﬁ ts paid       (812)  (1,069)
Deﬁ ned beneﬁ t obligation at end of period      13,053  13,158
For determination of the pension obligation, the following actuarial assumptions were used:     
Group     At 31 March 2014 At 31 March 2013
Discount rate       4.3%  4.6%
Expected rate of return on plan assets       4.7%  4.7%
Expected rate of pension increases       2.4%  2.5%
Inﬂ ation assumption       3.2%  3.3%
Mortality assumption       S2PXA CMI  S1PXA CMII
S2PXA CMI – for males and females projected on a year of birth basis using CMI (2013) projections with a long-term rate of improvement 
of 1.5% per annum with a plus 2 year age rating. The mortality assumptions imply the following life expectancies:
� Male retiring at age 65 in 2014 21.0 � Female retiring at age 65 in 2014  22.9
� Male retiring at age 65 in 2034 23.1 � Female retiring at age 65 in 2034 25.2
These assumptions were developed by management under consideration of expert advice provided by Barnett Waddingham, independent actuarial 
appraisers. These assumptions have led to the amounts determined as the Group’s deﬁ ned beneﬁ t obligations for the reporting periods under review 
and should be regarded as management’s best estimate. However, the actual outcome may vary. 
No assumption is made with regard to the expected rate of salary increases as there are no members with beneﬁ ts related to future salary progression. 63 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
28 Pensions and other employee obligations continued 
Scheme assets
The assets held by the pension fund can be reconciled from the opening balance to the reporting date as follows:
     At 31 March 2014 At 31 March 2013
Group     £000 £000
Fair value of plan assets at start of period       11,603  10,659
Expected returns on plan assets (excluding amounts included in interest costs)    520  606
Return on plan assets less interest       7  1,174
Contributions by the Group       197  233
Beneﬁ ts paid       (812)  (1,069)
Fair value of plan assets at end of period       11,515  11,603
  
Actual return on plan assets      527  1,780
Based on historical data, the Group expects contributions of £199,000 to be paid in the year to 31 March 2015.
Plan assets do not include any investment in shares of the Company. Plan assets can be broken down 
into the following major categories of investments:
     At 31 March 2014 At 31 March 2013
Group    £000 % £000 %
    
Real estate funds      806 7 587 5
Equity investment funds      4,376 38 4,590 40
Gilts and LDI funds      4,606 40 3,510 30
Self-related equities      – – 124 1
Corporate bonds      1,382 12 2,648 23
Liquid funds      345 3 144 1
Total value of assets     11,515 100 11,603 100
All equity and debt instruments have quoted prices in active markets (Level 1).  Fair values of real estate investments do not have quoted prices and 
have been determined based on professional appraisals that would be classiﬁ ed as Level 3 of the fair value hierarchy as deﬁ ned in IFRS 13 ‘Fair Value 
Measurement’.
The Group’s deﬁ ned beneﬁ t obligations and plan assets may be reconciled to the amounts presented on the face of the statement of ﬁ nancial position 
for each of the reporting periods under review as follows:
     At 31 March 2014 At 31 March 2013
Group     £000 £000
Deﬁ ned beneﬁ t obligation       (13,053)  (13,158)
Fair value of plan assets       11,515  11,603
Total deﬁ cit      (1,538)  (1,555) 64 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
28 Pensions and other employee obligations continued
Scheme expenses
Total interest expense resulting from the Group’s deﬁ ned beneﬁ t plans was £67,000 (2013: £123,000). The employee beneﬁ ts expense for the period is 
£nil (2013: £nil). In the period the actual return on plan assets was £527,000 (2013: £1,780,000).
The remeasurement recorded in other comprehensive income is as follows:       
      At 31 March 2013
     At 31 March 2014 (Restated)
Group     £000 £000
Remeasurement of deﬁ ned beneﬁ t obligation       (120)  (399)
Return on plan assets excluding amounts included in interest income     7  1,201
Total (losses)/gains recognised in other comprehensive income     (113)  802 
The comparatives above have been restated to take account of changes to IAS 19 which came into effect in the period.
    At 31 March At 31 December
Group     2014 2013 2011 2010 2009
Experience gains and losses     £000 £000 £000 £000 £000
     
Deﬁ ned beneﬁ t obligation     (13,053) (13,158) (13,126) (13,137) (12,937)
Fair value of plan assets     11,515 11,603 10,659 10,488 10,176
     
Plan deﬁ cit     (1,538) (1,555) (2,467) (2,649) (2,761)
     
Experience adjustments:     
Plan assets    7 1,174 218 350 (378)
Plan liabilities    – 27 – – –
Sensitivity of the value placed on the liabilities
Adjustments to assumptions      Approximate effect on liabilities
Reduce discount rate by 0.1% p.a.         £141,000
Increase inﬂ ation and related assumption by 0.1% p.a.        £88,000
Increase life expectancy by one year         £707,000
Note that the above sensitivities are approximate and only show the likely effect of an assumption being adjusted whilst all other assumptions 
remain the same.
Risk mitigation strategies
The trustees invest the Plan’s assets in combination of Liability-Sensitive assets and Return-Generating assets. The Liability-Sensitive assets are invested 
in a variety of LDI (Liability-Driven Investment) Funds. These funds invest in a combination of interest rate and inﬂ ation rate swaps in order to mimic the 
movement in expected cashﬂ ows of the Plan caused by changes in interest and inﬂ ation rates.
Effect of the Plan on Company’s future cashﬂ ows
The Company is required to agree a schedule of contributions with the trustees of the Plan following a valuation, which must be carried out at least once 
every three years. The next valuation of the plan is currently in progress. In the event that the valuation reveals a larger deﬁ cit than expected the Company 
may be required to increase contributions above those set out in the existing schedule of contributions. Conversely, if the position is better than expected 
contributions may be reduced.
The Company expects to pay contributions of £199,000 in the year to 31 March 2015.
The weighted average duration of the deﬁ ned beneﬁ t obligation is approximately 14 years on the Plan’s Scheme Funding basis. 65 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
 29 Risk management objectives and policies
The Group’s activities expose it to a variety of ﬁ nancial risks; foreign currency risk, credit risk, liquidity risk, cash ﬂ ow risk and interest rate risk. The Group’s 
overall risk management programmes focus on both credit risk and the unpredictability of ﬁ nancial markets and seeks to minimise potential adverse 
effects on the Group’s ﬁ nancial performance.
The Group’s risk management is co-ordinated at its headquarters, in close co-operation with the Board of Directors, and focuses on actively securing 
the Group’s and the Company’s short to medium-term cash ﬂ ows by minimising the exposure to ﬁ nancial markets.  
While the Group does use derivatives in order to economically hedge its exposure to foreign currency risk and cash ﬂ ow interest rate risk (see below) 
it does not engage in the trading of derivatives for speculative purposes nor does it write options. The most signiﬁ cant ﬁ nancial risks to which the Group 
and the Company are exposed are described below.  
The Group is exposed to market risk through its use of ﬁ nancial instruments and speciﬁ cally to currency risk, interest rate risk and certain other price risks, 
which result from both its operating and investing activities.
Foreign currency sensitivity
The Group operates in overseas markets and is subject to currency exposures of transactions undertaken during the period. Management’s overarching 
objective is to minimise the extent of the Group’s exposure to currency risk. In respect of transactional foreign currency risk the Group maintains a policy 
that all exposures on material committed transactions should be economically hedged as far as possible. The Group prepares rolling 12 month currency 
cash ﬂ ow forecasts to enable currency exposures to be identiﬁ ed and then subsequently hedged.
The Group uses forward exchange contracts to hedge the impact on receipts and payments of the volatility in exchange rates of US Dollar and Euro to 
Pound Sterling. The notional principal amounts of the outstanding forward foreign exchange contracts at 31 March 2014 were £2.8 million (31 March 
2013: nil). Hedge accounting is not applied in respect of these hedged transactions.
Derivative contracts are measured at fair value in the statement of ﬁ nancial position with movements in that fair value being recognised in proﬁ t or loss.
Currency exposures comprise the monetary assets and monetary liabilities of the Group that are not denominated in the functional currency of the 
operating unit involved. The signiﬁ cant currency risk arises from contracts raised in US Dollars. 
The following table illustrates the sensitivity of proﬁ t and equity to a reasonably possible change in the US Dollar/Pound Sterling exchange rate of +/-10%. 
These changes are considered to be reasonably possible based on observation of recent volatility in the currency markets. The calculations are based 
on a change in average US Dollar/Pound Sterling exchange rate for each period, and the foreign currency denominated ﬁ nancial instruments held at each 
reporting date that are sensitive to changes in the US Dollar/Pound Sterling exchange rate. All other variables are held constant.
       Change in exchange rate
       +10% –10%
Impact on profit in a 12 month period based on financial instruments held at:     £000 £000
31 March 2014        (263) 321
31 March 2013        – –
There is no impact on equity arising from foreign exchange ﬂ uctuations as the Group does not use hedge accounting. Exposures to foreign exchange 
rates vary during the year depending on the volume of overseas transactions. Nonetheless, the analysis above is considered to be representative of the 
Group’s exposure to currency risk.
The Company does not have any currency exposures.
Interest rate sensitivity
The Group’s borrowings include loans that carry variable rates of interest and thus expose the Group to cash ﬂ ow risk. The Group’s policy is to minimise 
interest costs and changes in the market value of debt. Interest rate risk is regularly monitored to ensure that the mix of variable and ﬁ xed rate borrowing 
is appropriate for the Group. The Group has chosen to maintain the majority of its borrowings as ﬂ oating in order to beneﬁ t from low current interest rates.
The Group has term borrowings of £0.5 million that have an effective ﬁ xed rate of interest. These borrowings relate to ﬁ nance lease agreements. 
The remaining term borrowings of £5.8 million have a ﬂ oating rate of interest based on LIBOR. 66 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
29 Risk management objectives and policies continued 
The Group’s policy is to minimise interest rate cash ﬂ ow risk exposures on long-term ﬁ nancing. The interest rate proﬁ le of the ﬁ nancial assets and liabilities 
of the Group at 31 March 2014 is as follows:
Group    Fixed Floating Zero Total
Interest rate profile     £000 £000 £000 £000
Receivables    
Trade and other receivables     – – 11,872 11,872
    
Payables    
Trade and other payables      – – 10,514 10,514
Bank loans      – 5,795 – 5,795
Amounts due under revolving credit facilities      – 3,806 – 3,806
Amounts due under ﬁ nance lease agreements      495 – – 495
       495 9,601 10,514 20,610
Cash      – (1,748) – (1,748)
      495 7,853 10,514 18,862
The following table illustrates the sensitivity of proﬁ t and equity to a reasonably possible change in interest rates of +/-0.5%. These changes are 
considered to be reasonably possible based on observation of current market conditions. The calculations are based on a change in average market 
interest rate for each period and the ﬁ nancial instruments held at each reporting date that are sensitive to changes in interest rates (i.e. net ﬂ oating rate 
debt).  All other variables are held constant.
     Change in interest rate
         +0.5% –0.5%
Impact on profit in a 12 month period based on financial instruments held at:      £000 £000
31 March 2014        (39) 39
31 March 2013        (41) 41
The Company has minimal exposure to interest rate risk. It has interest bearing liabilities that are matched with interest bearing assets. It is exposed to 
interest rate risk on its ﬁ nancial assets being its cash at bank balances. The interest rate receivable on these balances is less than 0.5%. The Company 
gave careful consideration to which organisation it should use for its banking services and interest rates available was one aspect of the decision. The 
Directors currently believe that interest rate risk is at an acceptable level.
Credit risk analysis
The Group continuously monitors defaults of customers and other counterparties, identiﬁ ed either individually or by group, and incorporates this 
information into credit risk controls.  Where available at reasonable cost, external credit ratings and/or reports on customers and other counterparties 
are obtained and used.  The Group’s policy is to deal only with creditworthy counterparties. 
The Group’s most signiﬁ cant exposure to credit risk is in respect of the possibility of any individual customer being unable to settle their debts as they 
fall due or as a result of changes in the political landscape that impact the Group’s ability to collect debts from an individual jurisdiction. The credit risk 
associated with customers and jurisdictions is considered as part of the tender review process and is addressed initially via contract payment terms 
and, where appropriate, payment security. In certain circumstances it may lead to a decision by the Group to cease trading with individual customers 
or customers from certain jurisdictions.
The Group’s maximum exposure to credit risk is limited to the carrying amount of ﬁ nancial assets recognised at the reporting date, as summarised below:
     At 31 March 2014 At 31 March 2013
Group     £000 £000
Classes of ﬁ nancial assets – carrying amounts  
Trade and other receivables       11,872  9,417
Cash and cash equivalents       1,748  571
The Group’s management considers that all the above ﬁ nancial assets that are not impaired or past due for each of the reporting dates under review 
are of good credit quality. None of the Group’s ﬁ nancial assets are secured by collateral or other credit enhancements.  67 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
29 Risk management objectives and policies continued 
Some of the unimpaired trade receivables are past due as at the reporting date.  Financial assets past due but not impaired can be shown as follows:
     At 31 March 2014 At 31 March 2013
Group     £000 £000
Not more than 3 months       22  34
More than 3 months but less than 6 months       182  66
More than 6 but less than 12 months       276  239
       480  339
In respect of trade and other receivables, the Group is not exposed to any signiﬁ cant credit risk exposure to any single counterparty or any group of 
counterparties having similar characteristics. Trade receivables consist of a large number of customers in various industries and geographical areas.  
Based on historical information about customer default rates management consider the credit quality of trade receivables that are not past due or 
impaired to be good.
The credit risk for cash and cash equivalents is considered to be negligible since the counterparties are reputable banks with high quality external 
credit ratings. 
The Company’s credit risk arises principally from the Company’s cash balances and the balances due to it from other Group undertakings. An allowance 
for impairment is made where there is an identiﬁ ed loss event which, based on previous experience, is evidence of a reduction in the recoverability of 
the cash ﬂ ows. The concentration of the Company’s credit risk is considered by counterparty, geography and currency. During the year ended and as at 
31 March 2014 the Company held minimal cash balances. In addition, as at 31 March 2014 the Company had provided long-term intercompany funding 
to its subsidiaries of £10.4 million (2013: £7.2 million), the Company’s management consider that these ﬁ nancial assets that are not impaired are of good 
credit quality.
Liquidity risk analysis
The Group, together with the Company, manages its liquidity needs by carefully monitoring scheduled debt servicing payments for long-term liabilities 
as well as forecast cash inﬂ ows and outﬂ ows due in day-to-day business. Liquidity needs are monitored in various time bands, on a day-to-day and 
week-to-week basis as well as on the basis of a rolling 60-day forecast and a rolling 13-week projection. Long-term liquidity needs for a 365-day lookout 
period are identiﬁ ed quarterly.  Net cash requirements are compared to available borrowing facilities in order to determine headroom or any shortfalls.  
The Group and the Company maintain cash and headroom to meet their liquidity requirements for 60-day periods at a minimum. Funding for long-term 
liquidity needs is additionally secured by an adequate amount of credit facilities and the ability to sell long-term investment in subsidiaries.
As at 31 March 2014, the liabilities that have contractual maturities (including interest payments where applicable) are summarised below:
      Group  Company
          Non-  Non-
         Current current  Current current  
         (<1 year) (>1 year) (<1 year) (>1 year)  
         £000 £000 £000 £000
31 March 2014    
Trade payables      4,841 – 182 –
Accruals and other payables      2,755 – 267 –
Short-term bank borrowings      3,806 – – –
Finance lease liabilities      163 332 – –
Bank loans      1,194 4,601 896 1,800
Owed to Group undertakings      – – 35 –
31 March 2013    
Trade payables      1,985 – 13 –
Accruals and other payables      2,335 – 23 –
Short-term bank borrowings      5,337 – – –
Finance lease liabilities      121 241 – –
Bank loans      658 2,743 – –
Owed to Group undertakings      – – 26 –
The above amounts reﬂ ect the contractual undiscounted cash ﬂ ows, which may differ to the carrying values of the liabilities at the reporting date. Where 
the counterparty has a choice of when an amount is paid the liability has been included on the earliest date on which payment can be required. The 
Directors are of the view that the fair value of borrowings approximate to their carrying value. 68 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
 30 Capital management objectives
The Group’s capital management objectives are:
� to ensure the Group’s ability to continue as a going concern; and
� to provide an adequate return to shareholders
by pricing products and services commensurately with the level of risk. The Group funds itself through equity and debt, which is deﬁ ned as bank 
borrowings and ﬁ nance leases.
The Group’s capital is represented by the carrying amount of equity as presented on the face of the statement of ﬁ nancial position. The Group’s 
goal in capital management is to maintain a balance of capital to overall ﬁ nancing, which is subject to regular Board review, in the range 40% to 60%.
At 31 March 2014 capital represented 57% of overall ﬁ nancing (2013: 54%). The capital and overall ﬁ nancing for the reporting periods under review 
is summarised as follows:
     At 31 March 2014 At 31 March 2013
Group     £000 £000
T otal equity      11,243  9,846
Total equity       11,243  9,846
Net borrowings       8,348  8,527
Overall ﬁ nancing      19,591  18,373
 31 Financial assets and liabilities
31.1 Categories of ﬁ nancial assets and liabilities
The carrying amounts presented in the ﬁ nancial statements relate to the following categories of assets and liabilities:
     Group  Company
    At At  At  At 
    31 March 31 March 31 March 31 March 
    2014 2013 2014 2013 
    £000 £000 £000 £000
Financial assets    
Current:    
Loans and receivables:    
− Trade and other receivables      11,872 9,417 10,397 7,248
− Cash and cash equivalents      1,748 571 – 46
− Assets carried at fair value through Proﬁ t and Loss     41 – – –
    
Financial liabilities    
Current:    
Financial liabilities measured at amortised cost:    
− Trade payables      4,841 1,985 182 13
− Borrowings      5,163 6,116 896 –
Non-current    
Financial liabilities measured at amortised cost:    
− Borrowings      4,933 2,984 1,800 –
See note 2.25 for a description of the accounting policies for each category of ﬁ nancial instrument. The fair values are presented in the related notes. 
A description of the Group’s risk management objectives and policies for ﬁ nancial instruments is given in note 29.  69 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
31 Financial assets and liabilities continued 
 31.2 Derivatives ﬁ nancial instruments
The fair value of forward foreign currency contracts is calculated by reference to current market rates for contracts with similar maturity proﬁ les.  
The derivative ﬁ nancial assets can be summarised as follows:
     At 31 March 2014 At 31 March 2013
Group     £000 £000
Forward exchange contracts       41  –
  
Fair value of derivative ﬁ nancial assets      41  –
The fair value measurements of all of the above derivative ﬁ nancial assets fall into Level 2 of the fair value hierarchy.
 31.3 Financial results by category of ﬁ nancial instruments
The ﬁ nancial results by category of ﬁ nancial instruments can be summarised as follows:
     Group  Company
    At At  At  At  
    31 March 31 March 31 March 31 March 
    2014 2013 2014 2013 
    £000 £000 £000 £000
Loans and receivables – interest received     – – – –
    
Financial liabilities measured at amortised cost – interest paid     (409) (680) – –
Fair value movements on derivative ﬁ nancial instruments     – 455 – –
      (409) (225) – –
 31.4 Borrowings
Borrowings comprise the following ﬁ nancial liabilities:
     Current  Non-current
    At At  At  At 
    31 March 31 March 31 March 31 March 
    2014 2013 2014 2013 
Group   £000 £000 £000 £000
Financial liabilities measured at amortised cost:    
Bank borrowings and loans      5,000 5,995 4,601 2,743
Finance lease liabilities      163 121 332 241
      5,163 6,116 4,933 2,984
     Current  Non-current
    At At  At  At 
    31 March 31 March 31 March 31 March 
    2014 2013 2014 2013 
Company   £000 £000 £000 £000
Financial liabilities measured at amortised cost:    
Bank borrowings and loans      896 – 1,800 –
      896 – 1,800 –
The bank loans are secured by ﬁ xed and ﬂ oating charges over the Group assets. The rates of interest on the loans are detailed in note 29. The above 
bank loans contain terms and basis of the conditions that are normal for the commercial banking market. A breakdown of net debt is given in note 23. 70 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 32 Related party transactions 
The Group’s related parties include its key management, post-employment beneﬁ t plans for the Group’s employees, subsidiaries and shareholders 
together with their subsidiaries as described below. 
Unless otherwise stated, none of the transactions incorporate special terms and conditions. Outstanding balances are usually settled in cash.
Transactions with key management personnel
The transactions with Directors and key management are disclosed in notes 8 and 9. Apart from this, during the period the Group undertook transactions 
with City and Westminster Corporate Finance LLP, a ﬁ rm of which John May is a partner.
City & Westminster Corporate Finance LLP were paid £12,000 (2013: £38,000) during the period for the provision of ofﬁ ce and administration services 
to the Company and £23,859 (2013: £50,655) for the provision of legal services to Hayward Tyler Limited in respect of commercial contracts. These fees 
were charged on normal commercial terms.
Transactions with post-employment beneﬁ t plans 
The deﬁ ned beneﬁ t plan referred to in note 28 is a related party to the Group.
The Group’s transactions with the pension scheme include contributions paid to the plan, which are disclosed in note 28. The Group has not entered 
into other transactions with the pension scheme, neither has it any outstanding balances at the reporting dates under review.
Transactions with subsidiaries 
Transactions and balances within the Group have been eliminated on consolidation. Balances between the Company and its subsidiaries at the 
year-end were as follows:    
     At 31 March 2014 At 31 March 2013
Company     £000 £000
Amounts due from subsidiary undertakings:    
− Southbank UK Limited       7,512  6,092
− Redglade Investments Limited       893  1,107
− Redglade Associates Limited        –  10
− Hayward T yler Limited       1,672  –
− Specialist Energy Group Trustee Limited       274  –
− Nviro Cleantech Limited       7  6
− Nviro Cleantech Inc       32  19
− Vertus T echnologies Industrial LLC       6  5
− Vertus Technologies Limited       1  –
       10,397  7,239
  
Amounts owed to subsidiary undertakings:  
− Redglade Associates Limited        (9)  –
− Microrelease Limited       (12)  (12)
− Laseair Limited       (14)  (14)
       (35)  (26)
Amounts due from subsidiary undertakings represent intercompany funding. In the case of Southbank UK Limited funding has been provided to ﬁ nance 
working capital, particularly for Hayward Tyler, and to ﬁ nance debt repayments. Funding has been provided to Redglade Investments Limited to ﬁ nance 
debt repayments. In the case of the Nviro companies funding has been provided to meet tax and regulatory costs. Amounts owed to subsidiary 
undertakings relate to trading balances. Up to 31 March 2014 the intercompany funding has been payable on demand, no interest has been charged.  
From 1 April 2014 the intercompany funding has been converted to loans at market rates of interest with varying terms of between one to ﬁ ve years.
Transactions with shareholders and their subsidiaries  
The transactions with shareholders and their subsidiaries relate to transactions with the MBE Group and its ofﬁ cers who were directors of the Company. 
The transactions included ﬁ nancing, payment for non-executive director services and trading.
MBE Mineral Technologies Pte Limited (“MBE Singapore”) owned 41.69% of the ordinary share capital of the Company, which it sold in January 2014. In 
2012 MBE Singapore lent £4.0 million to the Group to reﬁ nance term loans. Former directors of the Company, Deepak Khaitan, Subir Dasgupta and 
Prabir Ghosh, were directors of MBE Singapore. MBE Cologne Engineering GmbH (“MBE Cologne”), a subsidiary of MBE Singapore, provides 
components to Hayward Tyler Limited. Subir Dasgupta and Prabir Ghosh were directors of MBE Cologne. 
 Notes to the Financial Statements
continued
for the year ended 31 March 2014 71 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
32 Related party transactions continued
Financing 
During the year the following payments were made to MBE Singapore in relation to ﬁ nancing:
� interest of £216,551 (2013: £93,290) in aggregate;
� loan repayments/prepayments of £3,625,739 (2013: £374,261) in aggregate, which repaid the loans from MBE Singapore in full; and
�  fees of £183,333 (2013: nil) in relation to the support provided by the MBE Group to Standard Chartered that made available to the Group 
£10.0 million of banking and borrowing facilities.
Non-Executive Director Services
During the year the following payments were made to MBE Singapore in relation to non-executive director services:
� £33,209 (2013: £31,500) in respect of Deepak Khaitan;
� £24,205 (2013: £22,750) in respect of Prabir Ghosh; and
� £40,000 (2013: nil) travel and accommodation expenses.
Trading
During the year Hayward Tyler Limited paid £1,719,180 (2013: £94,500) to MBE Cologne for the provision of component parts. 
These costs were charged on normal commercial terms.
 33 Commitments
     At 31 March 2014 At 31 March 2013
Group     £000 £000
Contracted for but not provided for       55  584
       55  584
 34 Equity
Share capital
The share capital of Hayward Tyler Group PLC consists of fully paid ordinary shares with a par value of 1 pence per share. 
Shares authorised and issued are summarised below.  
     At 31 March 2014 At 31 March 2013
Authorised share capital:     £000 £000
80,000,000 ordinary shares of 1p       800  800
       800  800
      At 31 March 2014 At 31 March 2013
Issued share capital:   No. £000 No.  £000
Allotted, called up and fully paid:    
At beginning of period   45,507,404 455 35,507,404 355
Issued in May 2012     – –  10,000,000 100
Total    45,507,404 455  45,507,404 455
The total number of own shares held by the Group’s Employee Beneﬁ t Trust at 31 March 2014 were 419,204 shares (2013: nil).
Share premium
Share premium consists of proceeds received in addition to the nominal value of the shares issued, net of transaction costs.  72 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
 Notes to the Financial Statements
continued
for the year ended 31 March 2014
 35 Share options
A share option scheme was established by Nviro Cleantech PLC (now named Hayward Tyler Group PLC) prior to its ownership of Hayward Tyler through 
the reverse acquisition of Southbank UK PLC (now Southbank UK Limited) in January 2010. None of the current Directors of the Company participated 
in this scheme, which ceased to operate at the date of the reverse acquisition. There are no options outstanding at the reporting date.
      At 31 March 2014 At 31 March 2013  
      Weighted Weighted 
      average  average
      exercise  exercise
Issued share capital:     No. price (£) No. price (£)
Outstanding at beginning of period      – – 5,141 0.51
Options granted      – – – –
Options exercised      – – – –
Options lapsed      – – (5,141) (0.51)
Outstanding at end of period     – – – –
Exercisable at end of period     – – – –
The weighted average remaining contractual life of the options outstanding at 31 March 2014 was nil (2013:nil).   
 36 New borrowing facilities
The Group completed standalone new UK banking and borrowing facilities in March 2014 of £14.2 million, which replaced facilities 
of £12.9 million that had been supported by MBE. 
The new UK facilities from the Royal Bank of Scotland (“RBS”) place the Group in a much stronger position:
� The borrowing facilities are committed rather than being repayable on demand;
� The amount of the borrowing facilities provides the Group with additional headroom (undrawn committed facilities plus cash);
� With an average life of four years, the facilities extend the Group’s debt maturity proﬁ le; and
� The associated interest rates are lower than those of the old facilities.
The new UK facilities comprise: 
      Maturity  £ million
Property term loan       March 2019    3.2  
Term loan       March 2017  3.0
Revolving credit facility      November 2017  5.0
Bonds and guarantee facility       n/a  3.0
         14.2
In addition, the Company is in the process of establishing a new borrowing facility for its US operation of USD2 million with RBS Citizens Bank. 73 Hayward Tyler Group PLC Report & Accounts for the year ended 31 March 2014
 Strategic Report 1
Governance 20
Financial Statements 31
Company registration number
010648V
Registered ofﬁ ce
Peregrine Corporate Services Limited
Burleigh Manor
Peel Road
Douglas
Isle of Man 
IM1 5EP
Directors
E Lloyd-Baker
N Flanagan
J May
M Critchley
Registered Agent
Peregrine Corporate Services Limited
Auditor
Grant Thornton UK LLP
202 Silbury Boulevard
Central Milton Keynes
MK9 1LW
Corporate Finance Adviser
Akur Limited
23 Bruton Street
London
W1J 6QF
Nominated Adviser
FinnCap Limited
60 New Broad Street
London
EC2M 1JJ
Registrars
Share Registrars Limited
Suite E, First Floor
9 Lion & Lamb Yard
Farnham, Surrey
GU9 7LL 
Solicitors
Irwin Mitchell
40 Holborn Viaduct
London
EC1N 2PZ
 Contacts