The Laird Group PLC Annual Report and Accounts 2004
The Laird Group PLC
3 St. James's Square
London SW1Y 4JU
(020) 7468 4040
www.laird-plc.com
The Laird Group PLC
Annual Report 
and Accounts 2004 Contents
01 Financial highlights
05 Chairman’s statement
06 Chief Executive’s review
18 Finance Director’s report
20 Board of Directors
22 Directors’ report
25 Corporate governance report
28 Corporate social responsibility
30 Directors’ remuneration report
36 Directors’ responsibilities
37 Independent auditors’ report
38 Group profit and loss account
39 Group cash flow statement
40 Group balance sheet
41 Statement of total recognised gains and losses
42 Company balance sheet
43 Accounting policies
45 Notes to the accounts
63 Principal subsidiaries
64 Five year summary
65 Shareholder information
66 The Laird Group – A history 2001 2002 2003 2004
01
Financial highlights
Financial highlights
2004 2003
£m £m
T urnover  468.0 428.8 +9%
Proﬁt before tax* 47.1 37.4 +26%
Net borrowings  118.6 60.1
Shareholders’ funds  242.8 193.8
†
p/share p/share
Earnings*  25.9 21.6 +20%
Dividends  9.2 8.6 +7%
*before exceptionals and goodwill amortisation
†
restated
Proﬁt before tax*
2001 2002 2003 2004
£m
50
40
30
20
10
0
Earnings per share*
p
30
20
10
0
* before exceptionals and goodwill amortisation  Advancing protection
and performance
Laird advances protection and performance
around the world with the design and
manufacture of innovative products and
solutions, developed through a wealth of
technical expertise; the bedrock of our success.
T echnical
Innovation
02 03
Development
expertise 04 05
Chairman’s statement
Strategy
Laird is a leader in the global
electronics and security systems
markets. With the successful disposal
of Laird Plastics in October 2004 the
Group is now focused on its two core
divisions, Laird T echnologies and Laird
Security Systems. Our aim is to deliver
proﬁtable growth by the development
and strengthening of these two
businesses, building a competitive
edge through innovation and technical
expertise, customer service and low
cost manufacturing. We focus on
specialist markets providing
opportunities for growth and where
our global reach and ﬁnancial strength
give us considerable advantages over
our competitors. Our growing
presence in Asia and Central Europe
provides proximity to our customers in
those regions as well as a lower cost
supply base. The Laird strategy is one
driven by the overriding objective of
creating and enhancing shareholder
value, today and for the future. 2004
marked further progress in the
successful implementation of this
strategy, with the refocusing of the
Group to higher growth markets and
the delivery of another year of strong
growth. 
Delivering Strong Proﬁts and Earnings
Growth
In 2004, we again delivered strong
proﬁts and earnings growth, with both
of our divisions, Laird T echnologies
and Laird Security Systems, once
more increasing their turnover and
operating proﬁts. We achieved this
despite the adverse translation effects
of exchange rate movements. We also
successfully completed the
divestment of Laird Plastics and this,
together with the acquisition of
Centurion Wireless T echnologies in
particular , continued our repositioning
of the Group to higher growth
markets. Group proﬁts for 2004,
before exceptional items, goodwill
amortisation and tax, were £47.1
million, 26% up on the £37.4 million
reported in 2003 and 37% up at
constant exchange rates. Earnings
per share on a similar basis were
25.9 pence, up 20% on the 21.6 pence
in 2003 and 30% up at constant
exchange rates. 
Continuing Dividend Growth
In light of the strong results for 2004
your Board is recommending a ﬁnal
dividend of 6.05 pence per share. This
will provide a total dividend for the
year of 9.2 pence per share, compared
with 8.6 pence per share for 2003 and
represents an increase of 7%.
Board Development
Mark Smith, Deputy Chairman and
senior independent Non-Executive
Director , retired from the Board at the
Annual General Meeting in May 2004,
after ten years as a Director . He was
succeeded as senior independent
Non-Executive Director by David
Morton. David will himself retire from
the Board at the Annual General
Meeting in May 2005, after seven
years as a Director , and will be
succeeded as senior independent
Non-Executive Director by
John McDowall CBE. I would like to
thank Mark and David for their
valuable service and extensive
contribution to the development of the
Group. In September 2004 the Board
was strengthened with the
appointments of Anthony Reading and
Andrew Robb as Non-Executive
Directors. Anthony Reading, who was
until recently an Executive Director of
T omkins plc and Chairman and CEO
of T omkins Corporation USA, will
become Chairman of the
Remuneration Committee in
May 2005. Andrew Robb was until
recently an Executive Director of
Pilkington plc, having previously been
Finance Director , and on his
appointment to the Board became
Chairman of the Audit Committee.
In January 2005 the Board was
strengthened further with the
appointment of Martin Rapp, President
and CEO of Laird T echnologies, as an
Executive Director .
Our Employees
Laird employs some 8,500 people of
great diversity, with many different
nationalities and cultures worldwide.
The progress that we have
demonstrated during the year has
been made possible through their
dedication and efforts and the
successes they have achieved. Their
energy and their commitment to
serving our customers are critical to
what makes Laird a successful and
growing Group, and I would like to
take this opportunity to thank them all.
Being a Good Corporate Citizen
All companies today exist in a climate
demanding high standards of
corporate responsibility,
encompassing good governance and
careful management. T oday’s leading
companies must demonstrate
excellence and commitment in these
constantly evolving areas.
Considerable work has been
undertaken to ensure that the Group
meets these challenges. The Group is
also in compliance with all aspects of
the new Combined Code which
became effective in 2004. This is
expanded upon in the Corporate
Governance section later in this
Report. We have continued to engage
our shareholders in full and open
dialogue through an active investor
relations programme. 
We believe that it is important for us
to be good corporate citizens in the
many different locations and
environments in which we work. This
is reinforced through our Group
policies on Ethics, on Health, Safety
and the Environment and on
Employment, and through an ongoing
commitment at the local level. This is
evidenced by the majority of our main
manufacturing facilities being ISO
9001 or ISO 9000 certiﬁed, with their
demanding standards of quality and
safety. In 2004, 16 of our facilities were
accredited to the ISO 14001 standard,
with its additional environmental
requirements, and all of our main
manufacturing facilities will be
certiﬁed to this standard during the
course of this year . Further details of
our activities in all of these areas are
given later in this Report.
Maintaining the Momentum
2004 was another year of signiﬁcant
progress, marked by the further
successful strategic repositioning of
the Group, the continued
strengthening and development of our
two market-leading businesses, and
the delivery of another year of strong
proﬁts and earnings growth. The
strategy we have in place, the strength
of our businesses and the actions we
continue to take leave us well
positioned to maintain the momentum
and leadership position we have
achieved for the Group and we look
forward to making further progress
in 2005.
Nigel Keen
Chairman 06
Chief Executive’s review
Leadership Through Strategic and
Market Focus
We enhanced our market leadership
positions in 2004 by demonstrating
further excellent progress in the
delivery of our strategy, which is set
out in the Chairman’s statement. The
successful disposal of Laird Plastics in
October 2004, following the disposal
of Fullarton Computer Industries in
August 2002, has focused the Group
on its two market-leading divisions,
Laird T echnologies and Laird Security
Systems. We have continued to
strengthen and develop these
businesses through investment and
value-adding acquisitions, in particular
the acquisition of Centurion Wireless
T echnologies in 2004 which
transformed Laird T echnologies in
terms of its product range, capabilities
and scale. Each division now has a
range of superior products together
with strong market positions,
particularly with the leading customers
in their industries. Each is also
increasingly focused toward the higher
growth markets in their industries, and
they both maintain a competitive edge
through innovation and technical
expertise, customer service and low
cost manufacturing.
The combination of the two divisions
provides balance and strength to, as
well as an attractive growth proﬁle for ,
the Group as a whole. The success of
each of the businesses’ own
strategies has been demonstrated by
the strong growth in turnover and
operating proﬁts that both have
delivered in recent years; the success
of the Group strategy has been
evidenced by both the consistent
strong growth in earnings and the
return to shareholders through share
price appreciation and dividends over
the same period.
Another Y ear of Proﬁtable Growth
Group turnover in 2004 was
£468 million, 9% up on the £429 million
in 2003 and 17% up at constant
exchange rates. This increase reﬂects
both our organic growth resulting from
stronger markets, new product
introductions and market share gains,
together with the beneﬁts arising from
acquisitions net of the disposal of
Laird Plastics. Organic turnover
growth for the Group, at constant
exchange rates, was a healthy 11%.
Group proﬁts for 2004 increased
strongly compared with 2003, despite
the adverse translation effects of
exchange rate movements. Both Laird
T echnologies and Laird Security
Systems again delivered strong proﬁts
growth as a result of the higher sales,
improved operating margins and an
increasing proportion of
manufacturing being sourced from
lower cost countries. Laird Plastics’
proﬁts up to the point of its disposal
were higher than in the corresponding
period in 2003, and there was a further
net beneﬁt from acquisitions made
during the year .
Proﬁts for the Group before
exceptional items, goodwill
amortisation and tax for 2004 were
£47.1 million, 26% up on the
£37.4 million in 2003 and up 37% at
constant exchange rates. There were
no operating exceptional costs
charged in the year (2003: £5.9 million).
Proﬁtability improved once again, with
the Group’s operating margin
increasing to 11.3% compared with
9.7% in 2003.
Earnings per share in 2004 before
exceptional items and goodwill
amortisation were 25.9 pence, 20%
up on 2003 earnings of 21.6 pence.
At constant exchange rates earnings
growth would have been 30%.
Focusing on Core Businesses
Both Laird T echnologies and Laird
Security Systems had another
excellent year , with each division
delivering top-line organic growth as
well as strong growth in operating
proﬁts. Laird T echnologies’ operating
proﬁts before exceptional items grew
by 67% to £21.0 million, compared
with £12.6 million in 2003, while
operating margins increased to 14.7%.
At constant exchange rates the
growth in operating proﬁts would have
been 84%. At Laird Security Systems,
operating proﬁts before exceptional
items grew by 15% to £28.5 million,
while operating margins increased to
12.2%. At constant exchange rates the
growth in operating proﬁts would have
been 24%.
Maintaining a Sound Financial Proﬁle
Laird has maintained a sound ﬁnancial
structure and strong cash generation.
Net borrowings at the year end were
£118.6 million, representing 49% of
shareholders’ funds, up from £60.1
million at the end of 2003. Interest
cover for the year was 9.4 times
before exceptional costs and goodwill
amortisation, compared with 10.4
times in 2003. Both interest costs and
our reported level of borrowings
beneﬁted from the translation of
US$ into Sterling. 
Cash generation remained healthy,
with a trading cash inﬂow for the year
of £24.3 million before the net effect of
exceptionals, acquisitions, disposals
and dividend payments, compared
with an inﬂow of £38.2 million in 2003.
The reduction was due largely to
higher capital expenditure on adding
new production capacity in both Laird
T echnologies and Laird Security
Systems and on completing Laird
T echnologies’ new plant in the Czech
Republic, as well as increased working
capital requirements as a result of
both the higher turnover and higher
commodity prices. There was a net
cash outﬂow on acquisitions and
disposals of £77.3 million compared
with £25.3 million in 2003.
The maintenance of a strong ﬁnancial
structure remains a key factor in our
strategy. $140 million of new US
Private Placement facilities were put in
place during the second half of the
year , of which $97 million expire in
2014 and $43 million in 2016. These
new facilities add to the Group’s
£155 million of bilateral facilities, which
expire in July 2008, and its existing US
Private Placement loan notes totalling
$61 million, which expire at various
dates up to 2014. These facilities give
Laird the ﬁnancial resources and
ﬂexibility to make further value
enhancing investments and
acquisitions.
Enhancing our Portfolio Strength
Through Acquisitions
We were active during the year in
repositioning our portfolio towards
higher growth segments, expanding
our core businesses and extending
our capabilities into new, related
markets. In October 2004 we
successfully completed the
divestment of Laird Plastics, our lower
growth North American plastics
distribution business, to a subsidiary
of the Blackfriars Corporation for a
headline consideration of $65 million in
cash, allowing us to focus on our two
core higher growth, global, design-led
businesses, Laird T echnologies and
Laird Security Systems. 07
2004 was a year of transformation for
Laird T echnologies, which signiﬁcantly
broadened its product range and
capabilities beyond its historical focus
on electromagnetic interference
shielding where it remains the global
market leader . In April we acquired
Thermagon, for a headline cash
consideration of $27.5 million plus
future conditional payments of up to
$16.5 million. This gave us critical
mass in the high-growth market for
thermal interface materials and
allowed us to integrate Thermagon’s
business with those of Orcus and
Warth, which were both acquired in
late 2003. 
In October we completed the
acquisition of Centurion Wireless
T echnologies, for a headline cash
consideration of $115 million together
with the issue of approximately 14
million new Laird shares. Centurion is
the global market leader in the design
and supply of cellular handset
antennae and has an increasing
presence in the emerging markets of
telematics and Wi-Fi. Its acquisition
transforms Laird T echnologies in
terms of its product range, capabilities
and scale, and makes it uniquely
placed to exploit the growing
convergence between EMI shielding,
antennae and thermal management
products. The integration of Centurion
is proceeding as planned, and we are
on track to achieve or exceed our
planned cost synergies.
In January 2005 we also acquired the
T aiwanese company Cateron
Corporation, the leading supplier of
EMI shielding products to the global
PC notebook market, for a cash
consideration of approximately
£13 million. This reinforced further
Laird T echnologies’ position in the EMI
shielding market, and provides
opportunities to increase our antennae
and thermal interface materials sales
to the PC notebook market. 
There were also acquisitions, costing
some £11 million, to strengthen the
core businesses of Laird Security
Systems, whilst simultaneously
expanding into new and higher growth
market sectors. In July we acquired
Lindman Limited, a supplier of high
speciﬁcation composite doors to the
social and private housing markets,
extending our position in this fast
growing UK market segment and
building on the acquisition of Intron in
2003. Laird Security Systems brings a
differentiated and fully integrated
solution to this market. In August we
acquired Advanced Metals
T echnologies Inc., a key supplier to
Laird Security Systems’ US window
Operationally, we focus on achieving
continuous improvement in our
manufacturing, supply chain and new
product introduction and development
processes. We remain close to our
customers in terms of both product
design and support, delivering high
levels of customer service and
satisfaction. We continue to develop
the breadth and capabilities of our
products, enhancing our technical
expertise and design skills and
pursuing patent protection wherever
justiﬁed.
A sound ﬁnancial structure is also
central to our strategy. The Group and
its businesses exhibit an attractive
cash generation proﬁle, while the
combination of our two businesses
yields ﬁnancial beneﬁts to the Group
as a whole. We have the ﬁnancial
strength to make further , value
enhancing investments and
acquisitions to ensure that we
maintain strong positions in our
markets.
Leadership for the Future
We have refocused the Group onto
our two high-quality, core businesses,
both of which have attractive growth
proﬁles, operating across a range of
specialist market sectors where they
generally hold leading positions.
However , we again expect to
experience in 2005 further adverse
translation effects from exchange rate
movements, as well as the effects of
higher commodity prices and higher
interest rates. Despite this, we remain
well positioned for the future, given the
strategy we have in place, the strength
of our businesses and the actions we
continue to take. We look forward to
making further progress in 2005.
Peter Hill
Chief Executive
balances business, marking a further
step in the vertical integration of our
supply chain there.
In September , we announced the
acquisition of Home Doors (GB) and
Houseproud which, when combined
with Laird Security Systems’ existing
businesses, created the UK market
leader in the supply of doors, windows
and affordable conservatories to the
growing DIY retail market. The
acquisition was in line with our
strategy of developing this retail
channel for integrated security and
building products.
Maintaining Proﬁtable Growth
Both of Laird’s divisions hold leading
market positions in their industries.
They are global, innovative and
design-led, customer focused
businesses with a high level of
technical expertise, underpinned by
efﬁcient and low cost manufacturing.
Both are high margin businesses with
attractive cash-ﬂow proﬁles, each
now operating in a number of higher
growth, specialist markets which
generally have high barriers to entry. 
We have made signiﬁcant advances in
recent years in positioning our
business portfolio towards these
specialist, higher growth markets and
this process continues. Our
acquisitions and divestments, and our
entry into new growth market
segments, reﬂect this and we are
leaders in many of these new areas,
and aim to take a leading position in
the remainder . We will continue to
develop both of our two divisions
through investment and acquisitions,
beneﬁting from the strength and
balance that both bring to the Group.
Our global reach is a critical success
factor , so we continued to expand our
Asian presence and capabilities in
2004. Excluding those employees
acquired with Centurion, the number
of our employees in Asia more than
doubled in 2004, on top of a 60%
increase in 2003. Including Centurion,
by the end of the year we had almost
4,000 employees in Asia. The region
represents an exciting and growing
market and our presence there keeps
us close to our local customers, while
also providing us with a lower cost
supply base. The bringing on stream
of our new plant in the Czech Republic
took us into Central Europe, further
extending our low cost manufacturing
base. At the end of 2004, nearly 50%
of the Group’s employees were in Asia
or Central Europe, compared with
17% at the end of 2003. 08
Leading through development
We enhanced our market leadership positions in 2004,
demonstrating further excellent progress in the delivery
of our strategy. The successful disposal of Laird
Plastics in 2004, following the disposal of Fullarton
Computer Industries in 2002, has focused the Group on
its two market-leading divisions, Laird T echnologies
and Laird Security Systems. We have continued to
strengthen and develop both of these divisions through
investment and value-adding acquisitions.
A year in Laird
7 July 2004 
Laird Security Systems
continues expansion in
high growth composite
door market
28 April 2004 
Laird inaugurates 
its ﬂagship design,
engineering and
manufacturing facility 
in the Czech Republic 
26 April 2004 
Laird acquires Thermagon,
Inc. to extend presence in
growing ﬁeld of thermal
management 09
10 September 2004 
Laird Security Systems
expands in growing UK DIY
retail market
10 January 2005 
Laird announces
acquisition of Cateron
Corporation
23 August 2004 
Laird announces sale of
Laird Plastics
Laird announces
acquisition of Centurion
Wireless T echnologies
Antennae gain patterns to predict the coverage
area of a wireless communications system are
plotted using one of Centurion’s seven anechoic
chamber antennae measurement facilities,
located in design centres around the world. 
Centurion uses the latest electromagnetic
simulation techniques in its design centres to
reduce antennae development time, design
higher performing antennae and solve complex
integration problems.  10
Laird T echnologies
Laird T echnologies is a leading
international supplier to the global
electronics industries including
telecommunications, data transfer
and information technology, as well
as to the automotive, aerospace and
defence, consumer electronics,
medical and industrial markets.
Global market leadership has been
established in the design and supply
of both electromagnetic interference
(EMI) shielding solutions and
wireless handset antennae. We have
also established a growing
presence in the design and supply
of thermal management products
and solutions for electronic devices
and have an increasing presence in
the emerging markets of telematics
and Wi-Fi. Our products, often co-
designed in conjunction with our
customers, are critical in protecting
or enhancing the performance of
electronic devices.
Laird T echnologies
provides absorbers
and shielding for
high-frequency EMI
and antennae pattern
enhancement on
military platforms and
on-board electronics. 
Leading through 
technical expertise
T urnover 
2001 2002 2003 2004
£m 
150
100
50
0
Operating proﬁt
2001 2002 2003 2004
£m
30
20
10
0 11 12
The new design,
engineering and
manufacturing facility
in the Czech Republic
has the capacity to
produce the full range
of Laird T echnologies’
products.
12 13
Beneﬁts of Wider Product Range and
Improved Markets
Laird T echnologies’ markets had
strengthened by the beginning of the
year , and 2004 saw improved demand
across all market sectors, particularly
in cellular handsets,
telecommunications and information
technology. Laird T echnologies also
beneﬁted from its entry through
acquisition into the antennae and
thermal interface materials markets,
while sales into the industrial, defence
and consumer markets all increased
compared with 2003. T urnover for
2004 was £142.8 million, up from
£95.8 million in 2003. Organic turnover
growth at constant exchange rates
was 15%.
Operating proﬁts before exceptional
items were £21.0 million for the year ,
67% up on the £12.6 million in 2003
and up 84% at constant exchange
rates. Operating margins continued to
improve, to 14.7%, as a result of a
further expansion of our low cost
manufacturing and additional
operational efﬁciencies, despite some
price declines in certain product
sectors.
Achieving Strategic Development
Through Acquisition
In 2004 Laird T echnologies took two
major strategic steps to expand its
product range and capabilities beyond
EMI shielding where it is already the
global market leader . In April Laird
T echnologies achieved critical mass in
the growing area of thermal interface
materials with the acquisition of
Thermagon. The thermal businesses
of Orcus and Warth, acquired in 2003,
have been integrated with that of
Thermagon, and Orcus’ Kansas City
facility was closed in the second half
of the year .
In October Laird T echnologies
completed the acquisition of
Centurion Wireless T echnologies, the
global market leader in the design and
supply of antennae for wireless
handsets and land mobile radios, and
which has a growing presence in the
emerging markets of telematics and
Wi-Fi. Centurion’s own turnover
increased organically by 24% in 2004
compared with 2003, as it supplied
almost 140 million cellular antennae to
the world’s major handset
manufacturers, a growth of 18%
compared with 2003. Centurion has
grown market share in 2004 with the
major global handset manufacturers,
and is also making steady progress in
penetrating the local China antennae
market. The acquisition of Centurion
further strengthens our presence in
Asia. As well as manufacturing
facilities in the USA and Sweden,
Centurion brings design and
manufacturing centres in Beijing and
Shanghai in China and also in
Malaysia, as well as sales ofﬁces in
Korea and T aiwan.
The integration of Centurion is
proceeding as planned, and the
projected cost synergies, announced
at the time of the acquisition, of
$5 million in 2006, are on track to be
achieved or exceeded. The closure of
antennae manufacturing in Sweden
has been announced, and its transfer
to other Laird T echnologies facilities
will be completed by early 2006.
Construction of a new and much
expanded design and manufacturing
plant will begin during 2005, in the
Nokia “campus” on the outskirts of
Beijing. Laird T echnologies is now
uniquely placed to beneﬁt from the
increasing convergence of EMI
shielding, antennae and thermal
products.
Continuing Expansion in EMI Shielding
Laird T echnologies’ EMI shielding
business continued to grow and
prosper in 2004, as a result of stronger
markets, new product introductions
and with an increasing proportion of
production being manufactured in
China and the Czech Republic. Our
new plant in the Czech Republic was
ofﬁcially opened in April, and by the
year end was producing a wide range
of EMI shielding products, including
board level shields, beryllium copper ,
fabric over foam, conductive
elastomers, form in place, and knitted
metal products.
Laird T echnologies is increasingly
focused on Asia, both as a low cost
supply base and as a market in its
own right. By the end of 2004 Laird
T echnologies employed some 3,600
people in Asia, nearly 70% of the total
workforce. In China, we expanded the
manufacturing capacity at our plants
in Shanghai and Tianjin during the
year , leased a third building at our
Shenzhen facility and moved into a
larger facility in Suzhou. In 2005 we will
begin construction of a new plant at a
greenﬁeld site in Shenzhen, which will
allow all of our existing operations in
the three buildings there to be
consolidated in 2006, as well as
providing additional design and tooling
capabilities and production capacity.
In 2004 we increased rapidly our
moulding and stamping capacity to
support design wins for Nokia and
Motorola, to be manufactured in
China. Our sales force in China
continues to grow, as does our design,
development and marketing
capabilities and we were successful in
winning new programmes with local
Chinese electronics manufacturers.
Laird T echnologies expanded its
operations in Korea and Japan during
the year , following the acquisition of
Magnes in Korea, and the acquisition
of a manufacturing presence in Japan
following the purchase of Warth, both
in late 2003. We have been particularly
successful in providing shielding
products into the new plasma and
liquid crystal display markets, with
new customer wins in 2004 including
Panasonic, Sony, Fujitsu,
LG Electronics and Samsung.
In January 2005 we acquired Cateron,
based in T aiwan and with a
manufacturing facility in Kunshan in
China. Cateron is the leading supplier
of EMI shielding fabric over foam
gaskets and tape to the global PC
notebook market.
Leadership Through T echnical
Expertise
During 2004 we made signiﬁcant
progress as innovators, by
strengthening and expanding our
technology capabilities and position.
We believe that Laird T echnologies
now possesses the industry’s largest
radio frequency and thermal design
and development team, employing
some 270 engineers and technologists
worldwide with an extensive range of
product and process development
skills. We have a strong intellectual
property portfolio supporting the
whole of Laird T echnologies’ product
range, with 215 patents issued and
some 200 pending. We are leaders in
metal stamping and ﬁnishing, in high
speed assembly, inspection and
packaging automation, in web
handling and metallisation technology
and also in high speed, automated
injection moulding. 
Examples of new product
developments in 2004 include new
combination EMI shielding products
utilising state-of-the-art elastomer and
silicone rubber moulding technology
combined with deep drawn metal
forming, with fully automated in line
inspection and packaging. Our
thermal business was successful in
2004 in designing and developing new,
high performance thermal pads and
greases. In antennae, we expanded
our integrated “antennae module”
products combining speakers and
cameras, developed the next
generation of internal antennae for
cellular handsets as well as a broad
array of solutions for current and
future wireless protocols, and released
the ﬁrst generation controllable
antennae to the handset market. 
Building on our Global Leadership
Position
Laird T echnologies had a very
successful year in 2004, beneﬁting
from improved markets as well as the
strategic development into new but
related product areas. Its strong global
customer relationships, the breadth of
its product offering and its highly
developed technical expertise, all
underpinned by its extensive and still
expanding low cost manufacturing
capabilities, provide a sound platform
for our leadership position and for our
future proﬁtable growth. 14 15
Laird Security Systems
Laird Security Systems is a leader in
the design, development, manufacture
and distribution of innovative solutions
to improve performance and enhance
protection and security for the
residential building and home
improvement markets. It provides a
wide range of products and solutions
including window and door hardware,
composite doors, conservatories and
specialist windows, uPVC proﬁles and
products and weather-stripping seals.
Laird Security Systems holds leading
positions in many of its market
sectors in the UK and the USA, and
sources an increasing proportion of its
hardware products from China, both
from its own manufacturing facilities
and from its partner suppliers. In
recent years Laird Security Systems
has both broadened its product range
and repositioned its businesses
towards the higher growth segments
of its markets.
Laird Lifestyle
Products
manufactures an
extensive range of low
maintenance uPVC
windows, composite
and GRP entrance
doors and
conservatories which
are sold through
leading DIY retailers
throughout the UK.
Leading through innovation
Operating proﬁt
2001 2002 2003 2004
£m
30
20
10
0
T urnover 
2001 2002 2003 2004
£m
250
200
150
100
50
0 16
Growth Through Product
Development and Improved
Customer Beneﬁts
Laird Security Systems had another
very successful year with strong
growth in turnover and proﬁts. This
was achieved despite the adverse
translation effects of exchange rate
movements on our US operations, and
against a backdrop of signiﬁcant price
increases in key raw materials, such
as uPVC, steel and zinc, as well as a
rising interest rate environment in both
the UK and the USA.
Laird Security Systems beneﬁted from
the breadth of its product range, its
positioning towards higher growth
segments of its overall markets, and
its maintenance of strong customer
relationships. T urnover in 2004 was
£233.3 million, up 14% compared with
£205.3 million in 2003 and up 18% at
constant exchange rates. Organic
turnover growth at constant exchange
rates was a healthy 8%. 
In North America the market for all of
our products remained strong in both
the new build and replacement
markets with the latter now
representing the largest segment of
the North American window market.
Underlying demographic trends, as
well as a movement towards those
product areas where we are strongest,
are all expected to remain favourable.
In the UK the window market suffered
in the year due to a slow-down in the
retail replacement market,
compounded by a backdrop of rising
interest rates and a reduction in
consumer conﬁdence, and this trend
is expected to continue through 2005.
However , this was mitigated by a
strong social housing market where
we now enjoy a position as a leading
supplier of composite doors. In
addition, the market for our door
hardware products remained buoyant.
Operating proﬁts before exceptional
items for the year were £28.5 million,
up 15% compared with the
£24.8 million in 2003, and up 24% at
constant exchange rates, a
continuation of the sound ﬁnancial
performance of recent years.
Global Markets, Local Products
2004 was a challenging year in terms
of both commodity prices and
availability. However , with the global
reach of our business we were able to
ensure continuity of supply to our
customers while our ability to ensure
competitive pricing of our products as
well as the beneﬁts in 2004 of
favourable supply contracts meant
that overall, we saw no adverse effect
on proﬁtability in the year .
The beneﬁts of integrating our global
capabilities with a strong local market
interface were also demonstrated by
the growth in our door hardware range
of locks, hinges and door furniture.
This growth was achieved in both the
UK and North America as a result of
close liaison between our US and
European design centres and Chinese
manufacturing units. These multi-
national, multi-functional teams are
considered to be a key component to
developing new high growth markets.
The level of manufacturing from low
cost economies, both through wholly
owned manufacturing units and
supplier alliances, grew signiﬁcantly in
2004. We commissioned a third
manufacturing facility in China in late
2004, and overall our sourcing from
Asia grew by over 40% compared with
2003. In 2005 we expect to see further
growth in the volumes of product
manufactured in Asia, both as a result
of continuing growth in our hardware
products in the US and with the further
transfer of production from one of our
UK facilities, where a signiﬁcant
down-sizing has recently been
announced.
Continued Development Through
Investment and Acquisition 
The geographic expansion of our
North American operations, with the
opening of a new branch in the
Western US, has been particularly
successful and this region has seen
signiﬁcant sales growth in 2004.
During the year we also completed an
expansion of our US seals facility, to
allow us to add new capacity to serve
this growth market and where we
beneﬁt from strong intellectual
property protection. In the second half
of the year we acquired Advanced
Metal T echnologies, a supplier critical
to our US window balances business,
allowing the business to beneﬁt from
vertical integration of its supply chain.
In the UK we continued to increase
our exposure to the social housing
market, which, due to a number of
Government initiatives together with
favourable demographic trends,
continues to exhibit high growth. The
acquisitions of Intron in late 2003, and
Lindman in July 2004, have made us
the leading supplier to this market,
while the increasing provision of
integrated solutions of doors, door
hardware and robust but easy-to-use
access controls is seen as an
important strategy for our future
success.
In September we acquired the
business and assets of Home Doors
(GB) and Houseproud, now renamed
Laird Lifestyle Products. This
acquisition brought a range of door ,
window and conservatory products
aimed predominantly at the DIY retail
and builders merchant markets, two
channels that are increasingly
important routes to market, as
consumers seek a 
well-respected alternative to the
traditional direct sell market.
The conservatory market has two very
distinct sectors; the high end,
expensive market and the more
affordable, predominantly uPVC
sector , where the product is viewed as
a low cost home extension. Whilst
both sectors, but particularly the high
end, have suffered in recent months
due to rising interest rates and a
reduction in consumer conﬁdence, the
market fundamentals of the affordable
sector , where Laird Lifestyle is
positioned, remain good as these
conservatories have low market
penetration and are a highly
aspirational product for homeowners.
The rationalisation of the business is
now complete with the closure of two
manufacturing facilities and a
reduction in overheads. The business
is now well placed for the normal
seasonal upturn in the market in the
Spring of 2005.
Leadership Through Innovation
Laird Security Systems has
established a reputation in its markets
for innovation in product design and
performance and for its industry-
leading levels of customer service,
making it the supplier of choice for its
customers. The integration of our
European and North American design
teams with our applications
engineering and manufacturing
capabilities in China is now bringing
considerable beneﬁts, with further
new, innovative product designs being
launched in our markets. Commercial
trials of our prototype electronic
access controls for doors and
windows continued during the year ,
and we continue to exploit the patent
protection which we enjoy in a
number of our main product areas.
Focusing on Market Leadership in
Higher Growth Sectors
As a result of the actions we have
taken in recent years, Laird Security
Systems now has a far broader
presence in a range of markets,
products and sales channels
compared with its traditional focus on
the UK window hardware market. The
majority of our businesses are now in
higher growth sectors within our
overall markets and ones in which we
hold leading market positions. We
expect to continue this repositioning,
reducing further our exposure to the
static or declining UK window market
while continuing to expand in the
higher growth sectors. This
broadening of our business together
with our successful business model is
expected to support the continuing
proﬁtable growth of Laird Security
Systems. 17
The Laird Group PLC
Laird Security
Systems is an
integrated design,
manufacturing,
distribution and sales
organisation, and is
the UK market leader
in the provision of
high quality security
and hardware
products for doors
and windows.
17 18
Finance Director’s report
Results Overview
T urnover increased from £428.8 million
in 2003 to £468.0 million in 2004.
Movements in exchange rates on the
translation of currencies reduced
turnover by £32.4 million.
Proﬁt before exceptional items,
goodwill amortisation and tax
increased by 26% to £47.1 million from
£37.4 million in 2003. Movements in
exchange rates on the translation of
foreign currencies into Sterling
reduced proﬁts on the same basis by
£4.0 million. Amortisation of goodwill
during the year amounted to £11.3
million.
There were no operating exceptional
costs in the year against £5.9 million in
2003. However , the cash spend in 2004
on exceptional items provided for in
2003 was £2.6 million. In 2005 there
are likely to be exceptional costs at a
similar level to those in 2003,
predominantly related to the
integration of acquisitions made in
2004.
There was a gain on disposal of
businesses of £3.6 million before
adding back goodwill of £17.4 million
previously written off against reserves,
to produce a net loss on disposal of
£13.8 million.
Interest Paid and Received
The Group’s net interest charge
increased from £4.0 million in 2003 to
£5.6 million due largely to the net
funding costs of acquisitions made
towards the end of 2003 and in 2004.
As much of the debt is in US$, interest
costs were reduced on translation by
£0.5 million as a result of exchange
rate movements during the year . 
T axation
The underlying tax rate on proﬁt
before exceptional items, goodwill
amortisation and tax has increased
marginally from 18% in 2003 to 20%
in 2004. There was an overall taxation
charge in the year of £9.4 million
(credit of £2.9 million in 2003 after an
exceptional tax credit of £8.5 million).
Proﬁts in the USA remain subject to a
relatively low tax charge and should
remain so for many years due to
allowances for goodwill amortisation
being tax deductible under US tax
legislation. A growing proportion of the
Group’s proﬁts are also from
jurisdictions with low tax rates or with
tax incentives.
Cash Flow
There was a healthy trading cash ﬂow
surplus of £24.3 million in the year .
Analysis of Cash Flow
£m £m
Operating proﬁt before interest and tax* 52.7
Depreciation/asset disposal gain 11.0
Increase in working capital (15.8)
Less movement in
accruals for exceptional items 2.6 (13.2)
Capital expenditure less disposals (15.6)
Pension liabilities (1.2)
Interest and taxation (9.4)
T rading cash ﬂow surplus 24.3
Dividends (13.0)
T rading cash ﬂow surplus after dividends 11.3
Net cost of acquisitions and disposals (58.4)
Borrowings acquired (18.9) (77.3)
Exceptional costs (2.6)
Exchange translation movements 8.6
Other 1.5
Increase in net borrowings (58.5)
*and before goodwill amortisation 
The sale of Laird Plastics occurred at
the end of the third quarter in 2004
when working capital in the business
is higher than it would be at the year
end, thereby increasing the Group’s
working capital outﬂow. Acquisitions,
including Laird Lifestyle Products,
Laird’s new conservatory business,
which was acquired from the Receiver ,
also led to an increase in working
capital. Low inventory levels were
replenished to allow service levels to
be increased.
In addition, the rise in commodity
prices during the year , together with
the shortage of some raw materials
which necessitated higher safety
stocks in order to maintain premium
service levels, added to the working
capital increase.
Capital expenditure of £17.9 million
was £6.5 million in excess of
depreciation. Expenditure on Laird
T echnologies’ new plant in the Czech
Republic and higher performance and
capacity moulding equipment and
presses for the new combination
shielding products for Nokia by Laird
T echnologies, as well as the expansion
of the seals plant in Amesbury by Laird
Security Systems in the USA, were
among the more signiﬁcant spends. 
In 2005, with the full year effect of
businesses acquired in 2004, together
with the need for additional capacity
required to meet increasing demand,
capital expenditure is likely to be at
similar levels to those seen in 2004.
Cash tax payments were again lower
than the tax charge as the Group
utilised its remaining tax losses in the
USA. This did not impact upon the tax
charge itself, being offset by the
release of a deferred tax asset. In
addition, there were further cash
recoveries of tax paid in previous
years.
Overall there was a £58.5 million
increase in borrowings as the trading
cash ﬂow surplus was more than
offset by dividend payments, and net
spend on acquisitions and
divestments.   19
Pensions
The Group has adopted FRS 17 for the
ﬁrst time in the 2004 Report and
Accounts. Including unfunded pension
schemes the deﬁcit on the deﬁned
beneﬁt pension schemes increased
from £9.9 million in 2003 to £14.8
million in 2004 (£12.9 million net of tax).
The increase in asset values in the
year was more than offset by the
estimated increase in liabilities due to
lower bond and discount rate
assumptions and higher longevity
assumptions for the members of the
schemes. 
Shareholders’ Funds
Shareholders’ funds increased from
£193.8 million (restated on the
adoption of FRS 17) at the beginning
of the year to £242.8 million at the end
of 2004, reﬂecting the issue of shares
as part payment for the acquisition of
Centurion and the results for the year
including an increase in reserves
following the sale of Laird Plastics.
Borrowings and Debt Facilities
Net borrowings at 31 December 2004
were £118.6 million, 49% of
shareholders’ funds, comprising gross
borrowings of £140.8 million and cash
of £22.2 million.
The Group has $201 million
(£104.7 million) of US Private
Placement notes of which $140.0
million (£72.9 million) were issued
during the year . Of the total in issue,
$11.0 million (£5.8 million) is being paid
down in two equal instalments over
2005 and 2006, $50 million (£26.0
million) is subject to bullet repayments
in 2008, 2012 and 2014, $97.0 million
(£50.5 milllion) of the new Placement is
repayable in 2014 and the balance of
$43.0 million (£22.4 million) in 2016.
$70.0 million (£36.5 million) of the
Placement notes were swapped from
ﬁxed rates to variable, for a ﬁve year
term, during the year .
The Group also has £155.0 million of
committed bilateral revolving credit
facilities which expire in 2008, of which
21% was drawn at the end of 2004.
Currency
The Group’s turnover and proﬁts are
affected by currency movements on
translating overseas turnover and
proﬁts into Sterling for reporting
purposes. The actual transactional
effects, on cross border transactions
which involve the sale of goods or
services in currencies foreign to a
Group entity, are not signiﬁcant.
Average exchange rates during the
year were 1.83 for the US Dollar (2003,
1.64) and 1.48 for the Euro (2003, 1.44).
2004 year end rates were 1.92 for the
US Dollar and 1.41 for the Euro,
compared with 1.79 and 1.42
respectively at the end of 2003.
Had exchange rates remained
constant with those prevailing in 2003,
the Group’s turnover would have been
£32.4 million higher in 2004, while
proﬁt before exceptional items,
goodwill amortisation and tax would
have been £4.0 million higher .
Movements in exchange rates also
had an impact on the balance sheet.
The majority of the Group’s assets are
held overseas and these are hedged in
part by foreign currency loans. Due
regard is given to the adequacy of the
capitalisation levels of foreign
subsidiaries and tax considerations in
order to obtain relief for interest
charges. The translation impact of
exchange rate movements at the 
end of 2004 compared with the end 
of 2003 reduced shareholders’ funds
by £10.7 million.
International Financial Reporting
Standards (IFRS)
Laird is required to adopt IFRS from
1 January 2005 and is progressing well
with preparations for the transition
from UK GAAP . Laird will be reporting
the results for the half year to 30 June
2005 using IFRS for the ﬁrst time. It
will be necessary to restate the
comparative data for the ﬁrst six
months of 2005, the half year and full
year of 2004, on an IFRS basis. 
The restated results for 2004 will be
published before the 2005 Interim
results are issued together with a
description of the principal areas of
impact upon the 2004 proﬁts and
balance sheet.
Jonathan Silver
Finance Director 20
Peter Hill 
Chief Executive. BSc, MBA, 
Chartered Engineer . Aged 52. 
Appointed Managing Director in 2001
and Chief Executive in March 2002.
Previously held senior management
positions with Invensys plc and
BTR plc. Non-executive director of
Meggitt plc. 
Geoffrey Drabble 
Executive Director . BSc,
Chartered Accountant. Aged 45.
Joined Laird in 1997 as Managing
Director of Laird Security Systems.
Appointed a director in 2001.
Previously held senior management
positions with Black & Decker . 
Nigel Keen 
Chairman. MA, FCA. Aged 58.
Appointed a non-executive director in
1993 and Chairman in June 2000.
Chairman of the Nominations
Committee and a member of the
Remuneration Committee. Chairman
of Axis-Shield plc, Oxford Instruments
plc and Deltex Medical Group plc. 
Jonathan Silver 
Finance Director . BA, 
Chartered Accountant. Aged 47. 
Joined Laird in 1986 and appointed to
the Board as Finance Director in 1994.
Previously Group T reasurer and
Corporate Development Manager . 
Martin Rapp
Executive Director . BS, MS, MBA,
Professional Engineer . Aged 44.
Joined Laird in 1996 as General
Manager of the Group’s EMI shielding
business, becoming President of
APM, Inc in 1997. Appointed Chief
Executive of Laird T echnologies, Inc in
2001. Appointed a director in January
2005. Previously held management
positions with Monsanto. US citizen.
Nigel Keen Peter Hill
Geoffrey Drabble 
Jonathan Silver 
Martin Rapp
Board of Directors 21
John McDowall CBE 
Non-executive director . BSc. Aged 62.
Appointed in 1998. Chairman of the
Remuneration Committee and a
member of the Nominations and Audit
Committees. Mr McDowall will
become the senior independent
non-executive director of the Board in
May 2005. Chairman of T echniquest
and a member of the Council of the
University of Glamorgan. Formerly an
executive director of British Steel plc
and Chairman of Avesta Sheffield AB. 
David Morton 
Non-executive director . MA. Aged 75.
Appointed in 1998. A member of the
Remuneration Committee. Mr Morton
became the senior independent
non-executive director in May 2004.
Formerly Chairman and CEO of Alcan
Aluminium Limited. Non-executive
director of Methanex Corporation,
Canadian Overseas Packaging
Industries and the T rust Companies of
the Bank of Nova Scotia. Mr Morton
will be retiring at the 2005 Annual
General Meeting. British/Canadian
citizen.
Sir Geoffrey Owen
Non-executive director . BA. Aged 70.
Appointed in 2000. A member of the
Remuneration and Audit Committees.
Senior Fellow at the Institute of
Management, the London School of
Economics. Formerly Editor of the
Financial Times.
Anthony Reading MBE 
Non-executive director . FCA. Aged 61.
Appointed in September 2004. A
member of the Remuneration and
Nominations Committees. Previously
an executive director of T omkins plc,
having held senior management
positions with BTR plc. Non-executive
director of Spectris plc and e2v
technologies plc. 
Andrew Robb 
Non-executive director . 
FCMA, FCT . Aged 62. 
Appointed in September 2004.
Chairman of the Audit Committee and
a member of the Remuneration
Committee. Previously Finance
Director of Pilkington plc and P&O
Steam Navigation Co. Non-executive
director and Chairman of the Audit
Committee of Corus Group plc, Kesa
Electricals plc and PayPoint plc. 
Dr William Spivey 
Non-executive director . 
BS, MS, PhD. Aged 58. 
Appointed in September 2002.
A member of the Remuneration
Committee and a member of the
Audit Committee for part of the year .
Formerly President and CEO of
Luminent, Inc., having previously held
senior management positions with
AT&T Corporation and Lucent
T echnologies. Non-executive director
of the Raytheon Company, Novellus
Systems, Lyondell Chemical,
ADC T elecommunications and
Cascade Microtech Inc. US citizen.
Sir Geoffrey Owen 
David Morton
Andrew Robb
Dr William Spivey Anthony Reading MBE
John McDowall CBE  22
The Laird Group PLC
Directors’ report
for the year to 31 December 2004
The Laird Group Public Limited Company is a holding company. The principal activities of its subsidiary undertakings (“subsidiaries”) during the year were the
design, manufacture and supply of products and services to the electronics and the residential building industries, and the distribution of plastics products in
North America up to the point of the divestment of Laird Plastics in October 2004. The Chairman’s statement, Chief Executive’s review and Finance Director’s
report should be read in conjunction with this report. An analysis of the Group turnover, proﬁt and capital employed by activity and geographical location is
shown in note 1 on pages 45 and 46.
Results and dividend
The Group proﬁt for the year before exceptional items, goodwill amortisation and taxation was £47.1 million (2003 £37.4 million). The recommended ﬁnal
dividend is 6.05p per ordinary share to be paid on 3 June 2005 to ordinary shareholders registered as members of the Company at the close of business on
6 May 2005 making a total dividend for the year of 9.2p per ordinary share. 
Share capital
Allotment of new shares and exercise of options
In the year to 31 December 2004, the issued share capital of the Company was increased by the issue of 14,755,565 ordinary shares. 13,903,914 ordinary
shares were issued on 4 October 2004 as part consideration for the acquisition of Centurion Wireless T echnologies, Inc. and 851,651 ordinary shares were
issued following the exercise of options under the Company’s 1994 executive share option scheme. Details of the share capital and of options outstanding at
31 December 2004 are shown in note 26 on page 61.
Proposed increase in authorised share capital
The Company’s authorised share capital was last increased in 1995 and following the issue of 14 million ordinary shares as part consideration for the
acquisition of Centurion Wireless Technologies in October 2004, the Company has been left with a small margin of authorised but unissued share capital.
An Ordinary Resolution will be proposed at the Annual General Meeting to increase the authorised share capital of the Company by 20 per cent from 
£50 million to £60 million.
Authority to allot shares
At the Annual General Meeting held in 2000, the directors were given a general authority under section 80 of the Companies Act 1985 to allot shares. This
authority is now due to expire. It is proposed to request that the directors be granted a general authority at the forthcoming Annual General Meeting to allot
52,116,000 shares which represent 33 per cent of the issued share capital of the Company for a further period until the conclusion of the Annual General
Meeting in 2006 or, if earlier, 13 August 2006 and the necessary Ordinary Resolution, together with further details, is set out in the separate Notice of Meeting
sent to shareholders with the Annual Report and Accounts.
Disapplication of pre-emption rights
At the Annual General Meeting held on 7 May 2004, the directors were empowered to allot shares for cash otherwise than pro rata to existing shareholders in
certain limited circumstances. It is proposed that this power should be renewed for a further period until the conclusion of the Annual General Meeting in 2006
or, if earlier, 13 August 2006 and the necessary Special Resolution, together with further details, is set out in the separate Notice of Meeting sent to
shareholders with the Annual Report and Accounts.
Authority for purchase of own shares
At the Annual General Meeting held on 7 May 2004, a Special Resolution was passed to authorise the Company to make market purchases (within the
meaning of section 163 of the Companies Act 1985) of any of its ordinary shares of 25p each. As at 14 March 2005 no shares have been purchased. It is
proposed that approval is sought from shareholders to renew this authority at the forthcoming Annual General Meeting for a further period until the conclusion
of the Annual General Meeting in 2006 or, if earlier, 13 August 2006.
Directors
Re-election of directors 
The directors as shown on pages 20 and 21 were all directors throughout the year to 31 December 2004 with the exception of Messrs Reading and Robb
who were appointed on 1 September 2004 and Mr Rapp who was appointed with effect from 1 January 2005. Messrs Rapp, Reading and Robb, having
been appointed since the last Annual General Meeting, will retire in accordance with Article 140 and offer themselves for re-election at the Annual General
Meeting. Mr Morton will be retiring as a director at the conclusion of the Annual General Meeting. The Articles of Association require any director who has
attained the age of seventy to seek annual re-election, and accordingly Sir Geoffrey Owen will retire in accordance with Article 138 and will offer himself for re-
election at the Annual General Meeting. The Board believes that Sir Geoffrey makes a valuable contribution, in particular his experience in global economic
issues and knowledge of industrial and corporate matters provides an important perspective and a useful balance to the Board. It therefore wishes him to
continue as a director. In accordance with the Combined Code on Corporate Governance which requires any non-executive director serving longer than nine
years on the Board to be subject to annual re-election, Mr Keen will offer himself for re-election at the Annual General Meeting. Mr Keen fulﬁlled the criteria for
independence as set out in the Combined Code at the time of his appointment and the Board is satisﬁed that Mr Keen remains free from any relationship with
the executive management of the Company which could materially interfere with the exercise of his independent judgement. The Board believes that Mr Keen
makes a valuable contribution to the Group. During his Chairmanship, Mr Keen has overseen the restructuring of The Laird Group PLC and the strengthening
and development of the Board. The Board wishes him to continue as Chairman because of his wide experience of business, particularly in the high
technology area and his long-standing ﬁnancial experience. Dr Spivey and Mr Silver will retire by rotation and, being eligible, will offer themselves for re-election.
Dr Spivey, aged 58, was appointed to the Board in 2002. His North American expertise together with his knowledge of the electronics sector is invaluable to
the Board. None of the non-executive directors offering themselves for re-election has a service contract with the Company or any of its subsidiaries. The
executive directors offering themselves for re-election have service contracts with the Company which are terminable on twelve months notice. 23
The Laird Group PLC
Directors’ report (continued)
for the year to 31 December 2004
Directors’ interests
No director had, in the year to 31 December 2004, a material interest in any third party contract of signiﬁcance with the Company or any of its subsidiaries.
Directors’ shareholdings at 31 December 2004, including the contingent interest in shares held in trust awarded under the Group’s Performance Incentive
Scheme, are shown below. These interests were unchanged at 14 March 2005. Details of share options are shown in the Directors’ remuneration report on
pages 30 to 35.
Ordinary Shares
Shareholdings Contingent interest
31.12.04 1.1.04* 31.12.04 1.1.04*
N J Keen 107,400 107,400 – –
G Drabble 8,232 1,644 – 11,166
P J Hill 120,000 20,000 – –
J B McDowall 5,000 5,000 – –
D Morton 5,000 5,000 – –
Sir Geoffrey Owen 5,000 5,000 – –
J C Silver 100,000 56,751 – 37,965
A J Reading 10,000 – – –
A M Robb 6,000 6,000 – –
Dr W R Spivey 5,000 5,000 – –
* or date of appointment if later
Employment policy
The Group is organised on a decentralised basis with directors of subsidiary companies responsible for developing employment policies appropriate to the
size, organisation and location of their businesses. The Group is committed to providing equal opportunities in terms of recruitment, training and career
development of all employees, including those with disabilities. Subsidiaries are encouraged to make all employees aware of the ﬁnancial and economic
factors affecting the performance of their companies.
A copy of the Group’s Employment policy statement is available on the Company’s website or on request from the Company.
Employee participation
The Board recognises that the success of the business relies on the skill and dedication of its employees and therefore encourages two-way communication.
Operating subsidiaries encourage consultation at local level and performance and development reviews reinforce the link between business goals, an
employee’s contribution and their remuneration. An employee newsletter is circulated to all Group companies electronically and includes information on key
events within the Group, charity and community involvement and employee achievements.
Corporate Social Responsibility
In recognition that the Group’s businesses and its activities involve a wide community of stakeholders including investors, employees, customers, suppliers
and local communities, the Board regularly reviews the signiﬁcance of social, environmental and ethical matters which may affect the Group. A Corporate
social responsibility report providing further detail can be found on pages 28 and 29.
Health and Safety at Work
The Group is committed to providing a safe working environment for its employees and continuous improvement is sought by the setting of objectives and
targets based on relevant national and international health and safety standards and monitoring performance against these. In addition the Group maintains a
proactive communications strategy amongst all employees to promote and develop good health and safety practices.
Research and development
In recognition of the importance of investing in research and development programmes to foster product innovation and manufacturing improvements in the
Group, expenditure in 2004 on research and development amounted to £7.7 million (2003: £6.0 million).
Basis of preparation of the accounts
As set out in the statement of directors’ responsibilities on page 36, the accounts have been prepared on a going concern basis. A statement on going
concern relating to a business requires judgement at a point in time about future events which by their nature are inherently uncertain. The directors have a
reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. For this
reason, they continue to adopt the going concern basis in preparing the accounts.
Supplier payment policy
The Group requires its subsidiaries to negotiate clear and satisfactory arrangements for the payment of suppliers, as part of the overall terms and conditions of
the supply, and to make payment accordingly. At the year end there were 53 days of purchases outstanding for the Group’s UK subsidiaries.
Auditors
It is recommended that Ernst & Young LLP be reappointed as auditors. 24
The Laird Group PLC
Directors’ report (continued)
for the year to 31 December 2004
Shareholders
At 31 December 2004 there were 4,353 shareholders.
Substantial equity interests
Pursuant to the requirements of section 198 of the Companies Act 1985, as at 8 March 2005 the Company had received the notiﬁcations of beneﬁcial
interests of 3% or more in the Company’s issued share capital as set out below. The requirements of section 198 of the Companies Act specify that
notiﬁcations of holdings of over 3% only have to be made when a full percentage point increase or decrease in the beneﬁcial interest occurs, and that there is
no notiﬁcation requirement in respect of holdings of less than 3% in individual unit trusts even where the aggregation of these holdings amounts to a beneﬁcial
interest in excess of 3%. There is also no notiﬁcation requirement in respect of discretionary management of shares without a beneﬁcial interest. However,
when the total holding of material and non-material interests exceeds 10% of the Company’s issued share capital, there is an obligation of disclosure with
respect to the full share holding.
Number of
Shares Percentage
Barclays plc 20,413,103 12.93
Cornerstone Equity Partners IV LP 9,092,683 5.76
Standard Life Group 6,666,234 4.22
Franklin Resources, Inc. 5,058,036 3.21
Legal & General 4,752,445 3.01
Fidelity International Limited 4,744,311 3.00
Charitable donations
In the year to 31 December 2004, the Group gave £116,000 for charitable purposes (2003, £83,000). 
By Order of the Board
D J L HUDSON
Secretary
14 March 2005
Registered ofﬁce 
3 St James’s Square, London SW1Y 4JU
Registered in England No. 55513 25
The Laird Group PLC
Corporate governance report
for the year to 31 December 2004
The directors conﬁrm that the Company has complied throughout the year with all of the main and supporting principles set out in section 1 of the new
Combined Code on Corporate Governance. 
The Board
The responsibilities and objectives of the Board
The Board is appointed by the shareholders who are the owners of the Company. The Board’s principal responsibility is to act in the best interests of the
shareholders as a whole within the legal framework of the Companies Act. The Board establishes the aims and objectives for the Company, approves the
strategic direction and plans and the operating budgets proposed by the Chief Executive, and monitors performance against them. The Board is also
responsible for identifying, evaluating and managing the key risks faced by the Company, for exercising proper and appropriate corporate governance, for
establishing and ensuring the effectiveness of the Company’s systems of internal control and reviewing management performance. Through the Chief
Executive, the Board has regard to the necessary ﬁnancial and human resources required to meet the Company’s objectives.
The composition of the Board
The composition of the Board is outlined on pages 20 and 21. The Board comprises an appropriate mix of executive and non-executive directors and is of a
size and includes the skills and experience appropriate for the requirements of the business. There is a clear written division of responsibility between the
Chairman and the Chief Executive which has been agreed by the Board. Mr M A Smith, the Deputy Chairman and the senior independent non-executive
director, retired at the 2004 Annual General Meeting. Mr D Morton who became the senior independent non-executive director on 7 May 2004 will retire at
the 2005 Annual General Meeting and will be succeeded by Mr J B McDowall. The principal role of the senior independent non-executive director is to be
available to shareholders if they have concerns which have not been resolved through the normal channels of Chairman or Chief Executive. During the year
the major shareholders were offered the opportunity to meet with the senior non-executive director.
Prior to the appointment of Mr A J Reading and Mr A M Robb to the Board on 1 September 2004, the Nominations Committee evaluated the balance of
skills, knowledge and experience on the Board and agreed a description of the roles and capabilities for the respective appointments. A number of external
search agencies were evaluated, before selecting the one that was used in the non-executive director selection process. A suitable induction process was
provided to the two new appointees. All of the non-executive directors are considered by the Board to be independent. Nigel Keen, the Chairman, was
appointed to the Board as an independent non-executive director in 1993. Mr Keen fulﬁlled the criteria for independence as set out in the Combined Code at
the time of his appointment and the Board is satisﬁed that Mr Keen remains free from any relationship with the executive management of the Company which
could materially interfere with the exercise of his independent judgement. The terms and conditions of appointment of the non-executive directors are available
from the Company on request and will be on display at the Annual General Meeting. At the Annual General Meeting every year at least one third of the
directors retire from ofﬁce. Such rotation of directors ensures that directors submit themselves for re-election regularly, and at least every three years.
The operation of the Board
The Board meets at least eight times a year. A schedule of meetings and principal matters to be discussed is set out at least twelve months in advance. The
Board also delegates certain of its responsibilities to Committees which are described below. The Board determines the membership and Chairmanship of
the Committees. Minutes of those Committee meetings are circulated to Board Members prior to each Board Meeting. All directors receive Board Papers
prior to the Meetings which include detailed ﬁnancial information and a comprehensive operational overview from the Chief Executive. The Chairman and the
non-executive directors meet at least twice a year without the executive directors present and the senior independent director meets at least annually with the
non-executive directors without the Chairman present.
There is a schedule of key operational matters reserved for Board approval, including for example signiﬁcant long term obligations such as capital investments,
acquisitions and divestments above certain levels, the raising of new capital and the entering into of loan agreements. The Board delegates the day-to-day
management of the business to the Chief Executive.
Communications with shareholders
The Laird Group, within the limits imposed by the Listing Rules, enters into a dialogue with institutional shareholders to develop an understanding of their views
and to communicate and explain the Company’s objectives. The Chief Executive and Finance Director meet regularly with shareholders and report to the
Board following these meetings. The Company’s stockbroker periodically contacts shareholders and provides feedback which is reported to the Board. In
2003 a formal survey, on a non-attributable basis, covering eighteen of the Company’s larger shareholders was commissioned and this will be repeated in
2006. Following presentations to analysts and major shareholders of the interim and full year results, conﬁdential exit polls are conducted by outside
consultants and the results are reported to the Board. The Chairman and the senior independent non-executive director make themselves available for
meetings with shareholders. 
The Board views the Annual General Meeting as an opportunity to communicate with private investors and institutional shareholders and encourages them to
attend. Shareholders are invited to ask questions and are given the opportunity to meet the directors informally after the meeting. The Chairman gives a formal
report on the Company’s progress at the meeting. The chairmen of the various Board Committees are available to answer questions relating to their areas of
responsibility. The number of proxy votes cast for, against or in abstention on the resolutions are reported to the meeting and, following the meeting they are
published on the Company’s website. Copies of all the Company’s press announcements are posted on the Company’s website.
Committees of the Board
The written Terms of Reference of the Committees are available on the Company’s website, from the Company on request and will be on
display at the Annual General Meeting.
Audit Committee
With effect from 1 January 2004 the Audit Committee comprised Mr M A Smith, Sir Geoffrey Owen and Mr J B McDowall, with Mr Smith as
Chairman of the Committee. Following Mr Smith’s retirement at the Annual General Meeting, Dr Spivey became a member of the Committee
and Sir Geoffrey Owen (who remains a member of the Committee) chaired the meetings until the appointment of Mr A M Robb as Chairman of
the Audit Committee on 1 September 2004, at which time Dr Spivey ceased to be a member of the Committee. The Board ensures that at 26
The Laird Group PLC
Corporate governance report (continued)
for the year to 31 December 2004
least one member has recent and relevant ﬁnancial experience, currently Mr Robb. The Audit Committee, which meets at least four times a
year, is responsible for monitoring the integrity of the ﬁnancial statements of the Company which are relied upon by the Board. The Committee
reviews The Laird Group PLC’s published ﬁnancial statements. It also has responsibility for reviewing the internal ﬁnancial controls, and
considers the scope and planning of internal and external ﬁnancial audits and the ﬁndings of those audits. The Chairman of the Board, the
Chief Executive, the Finance Director and the external auditors are given notice of all meetings and may be invited to attend and speak at any
meeting. The Committee considers the appointment and terms of engagement of the external auditor and assesses the independence of the
external auditor and reviews the auditors’ policy for the rotation of audit partners. The Committee assesses annually the effectiveness of the
audit process, including a report on the audit ﬁrm’s own internal quality control procedures. The Committee also agrees the audit fee and
recommends for Board approval a policy for non-audit services so as to ensure that the provision of non-audit services does not impair the
external auditors’ independence or objectivity. Where there are sound commercial and practical reasons, Ernst & Young provide non-audit
services. For example, during the year Ernst & Young provided tax advice and undertook ﬁnancial due diligence and regulatory compliance
work, particularly in connection with the major acquisitions and the disposal which took place during the year. Where applicable, competitive
quotes are obtained. Details of fees for non-audit work are set out in note 2 on page 46. The Committee recommends, through the Board, to
the shareholders the election of the external auditors at the Annual General Meeting and the authority for the ﬁxing of their remuneration. The
Committee and the auditors meet formally without any executive directors present at least once a year.
Nominations Committee
The Nominations Committee consists of the Chairman and at least two non-executive directors. It is chaired by Mr N J Keen and currently comprises 
Mr A J Reading and Mr J B McDowall. The Committee, in consultation with the Chief Executive, regularly reviews the structure, size and composition
(including the balance of skills, knowledge and experience) required of the Board and makes recommendations to the Board with regard to any changes. At
least annually the Committee reviews the performance of the Chief Executive and reports to the Board. It is responsible for nominating, for the approval of the
Board, candidates for appointment to the Board having regard to the overall skills balance and composition of the Board. It reviews and advises upon
succession planning and takes into account the need to refresh the Board ensuring that changes to the Board’s composition can be managed without
undue disruption. The Committee is assisted by external search consultancies in identifying suitable candidates.
Remuneration Committee
The Remuneration and Options Committees of the Board were merged with effect from 1 January 2004 into one committee. The Remuneration Committee,
chaired by Mr J B McDowall and currently comprising the Chairman, Mr N J Keen, and all the non-executive directors, met four times in 2004 and is
responsible for recommending to the Board the Company’s general policy on remuneration and in particular to determine the remuneration and beneﬁts of the
executive directors and the grant of all options and award of shares under the Company’s Long T erm Incentive Scheme. At the Annual General Meeting in
May 2005, Mr McDowall will become the senior independent non-executive director and he will be succeeded as Chairman of the Remuneration Committee
by Mr A J Reading. In accordance with the T erms of Reference of the Remuneration Committee, the Chairman of the Board shall not be the chairman of the
Committee. As permitted by the Combined Code, the Chairman, who fulﬁlled the independence criteria at the time of his appointment, is a member of the
Committee and because the Board considers it essential that he be involved in setting remuneration policy. The Remuneration Committee, excluding the
Chairman, determines the remuneration of the Chairman and the terms of his appointment.
The Chief Executive is given notice of all meetings, and at the request of the Chairman of the Committee, attends the meetings. In normal circumstances, the
Chief Executive is consulted on general policy matters and matters concerning the other executive directors and employees. Further details on the
Remuneration Committee are to be found in the Directors’ remuneration report on page 30.
Administration Committee
The Administration Committee of the Board consists of any two or more directors and deals with items of a routine and administrative nature.
Performance of the Board
During 2003 the Board commenced a formal internal process in the form of questionnaires, the results of which were discussed by the Board, for the
evaluation of its performance. During the last twelve months the Board has conducted a self-evaluation assessment of itself and its committees. Following
completion of independently supplied questionnaires by all directors, the Chairman led discussions to consider the Board’s “behaviours” and “processes”.
Certain areas were identiﬁed for improvement or action. The Audit, Remuneration and Nominations Committees also considered their own performance and
reported to the Board thereon. The performance of individual directors has been considered by the Chairman and Chief Executive in discussion with other
non-executive directors. The non-executive directors have considered the performance of the Chairman, taking into account the views of the executive
directors. The Chairman and Chief Executive have considered the performance of the executive directors.
Board attendance
The Board had nine meetings during 2004. During the year Mr McDowall was unable to attend one meeting and Mr Morton was unable to attend three
meetings. Whenever a director is unable to attend a meeting, the director, if possible, consults with the Chairman prior to the Meeting and is briefed by the
Chairman after the Meeting.
There were ﬁve Audit Committee meetings during the year, with full attendance at each meeting. Four meetings of the Remuneration Committee were held.
Mr Morton was unable to attend one meeting. Three meetings of the Nominations Committee were held, at which there was full attendance.
Internal control
The Laird Group PLC is a holding company registered in the UK with businesses located overseas, as well as in the UK. These activities are organised as
subsidiary companies where the directors of these companies are appointed to manage within the framework established by The Laird Group Board, as well
as complying with local statutory and regulatory requirements. Overall responsibility for the Group’s systems of internal control and reviewing their effectiveness
lies with The Laird Group Board. Primary responsibility for systems of internal control rests with the directors of the subsidiaries. The Group’s executive
directors, all of whom were based in the UK in 2004 are responsible for implementing Group policy and for monitoring the businesses and performance of
subsidiary companies and reporting to the Board thereon. 27
The Laird Group PLC
Corporate governance report (continued)
for the year to 31 December 2004
An ongoing process for identifying, evaluating and managing the signiﬁcant risks faced by the Group is in place and complies with the guidance of the T urnbull
Committee on internal control and is regularly reviewed by the Board. This process has been in place for the full ﬁnancial year and up to the date the accounts
were approved by the Board. Acquisitions during that period were subject to due diligence prior to their purchase and are required to adopt the Group’s
procedures thereafter. The systems of internal control are designed to manage rather than eliminate the risk of failure to achieve business objectives as well as
safeguarding the Group’s assets. However, these systems can only provide reasonable and not absolute assurance against material misstatement or loss.
Group operating rules are issued each year to the directors of subsidiary companies setting out their responsibilities and the procedures to be followed to
agree their commercial and ﬁnancial objectives. These rules require approval for speciﬁc transactions and call for accurate and relevant ﬁnancial information to
be delivered on a timely basis. The ability to identify risk is enhanced by the timely reporting of management information and the short lines of communication
with operating managers.
Subsidiaries submit their budgets annually to the Group’s executive directors. As part of this process they are required to identify the key risks and
opportunities that their businesses face and set out the strategies they will employ to manage the risks and exploit the opportunities. The issues raised by the
subsidiaries are reviewed by the Board. This process is supplemented by papers submitted to the Board by the executive directors throughout the year and
by meetings from time to time between the Board and the management of the subsidiaries, some of which take place at the premises of the operating
companies. The Chief Executive presents the Group’s business objectives which are approved by the Board, and the Board also addresses those risks
which affect The Laird Group as a whole. The Board instigates further reports and investigations, as it considers necessary.
The Laird Risk Management Group (“RMG”), chaired by an executive director, currently Mr Drabble, and with members drawn from the Group’s businesses
examines all aspects of operational risk within the Group. The RMG which met four times during the year reports to the Board. The principal objectives of the
RMG are to identify potential risks, physical exposure and business interruption issues associated with each operating company’s business and their wider
implications for the Group as a whole; to review business continuity planning and emergency response procedures; to develop contingency plans and to
oversee the implementation of remedial actions where appropriate, and to continue to develop and ensure the implementation of best risk management
practice throughout the Group and review the results of comprehensive self-assessment control reviews by subsidiary management. The RMG also oversees
Health, Safety and Environmental issues using external advisers to assist where appropriate. Further details on the RMG are set out in the Corporate social
responsibility report on pages 28 and 29.
The Audit Committee reviews The Laird Group PLC’s published ﬁnancial statements. It also has responsibility for reviewing the internal ﬁnancial controls and
considers the scope and planning of internal and external audits. It reviews reports on internal ﬁnancial control including reports by the Finance Director and the
results from internal ﬁnancial audits. As part of their audit, the external auditors, to the extent they consider necessary to support their audit opinion, review and
test the systems of internal control and the data contained in the accounts, including an independent and objective review of the approach of management to
the reporting of the operating results and ﬁnancial condition. The auditors have conﬁrmed that in their opinion the UK subsidiaries, and the Group, are
complying with the Companies Act 1985 requirement to keep proper books and records. 28
The Laird Group PLC
Corporate social responsibility
for the year to 31 December 2004
The Laird Group PLC, its Divisions and businesses (“The Group”) involves a wide community of stakeholders, including investors, employees, customers,
suppliers and local communities. During the year the Company was designated a member of the FTSE4Good UK Index, a ﬁnancial index series that is
designed to identify and facilitate investment in companies that meet globally recognised corporate responsibility standards. Laird’s aim is to improve the quality
of life for people around the world through the provision of innovative, value-added products that advance performance and protection across the electronics
and the residential and home improvement markets.
Business Ethics
The Laird Group PLC believes that high standards of business ethics are critical in today’s business world and therefore places high priority on compliance
with all legislative and regulatory requirements, and on the maintenance of high ethical standards, within each of the territories and jurisdictions in which it
conducts its business.
The Group commits to conducting itself, and expects all employees to conduct themselves, in an honest, ethical manner in all dealings on its behalf and to
behave professionally and with integrity and fairness. The Group applies these same standards to all business dealings with customers, suppliers and other
stakeholders.
The Group’s policy is that businesses should compete enthusiastically and fairly in the marketplace and must comply with the relevant competition laws of
each country in which it operates.
A copy of the Ethics Policy statement which was approved by the Board is available on the Company’s website or from the Company on request.
Health, Safety and Environmental
The Group is committed to providing a safe working environment for its employees and the Group maintains a proactive communications strategy amongst all
employees to stimulate continuous improvement and promote and develop good health, safety and environmental practices. 
The Laird Risk Management Group (“RMG”), chaired by an executive director, currently Mr Drabble, and with members drawn from the Group’s businesses
examines risks within the operations and in particular oversees health, safety and environmental matters. The RMG, which met four times during 2004, reports
to the Board. 
During the year comprehensive health, safety and environmental audits were carried out at all the Group’s major sites. The results of the health, safety and
environmental audits and their follow up are monitored by the RMG. Health, safety and environmental training is given to designated employees and reinforced
via refresher courses where necessary.
Although each business has its own Health and Safety Committee which has representatives from management and employees it is recognised that there
are beneﬁts of sharing knowledge within the Group and in the UK a Health and Safety Forum which has representatives from each business meets twice
yearly. In 2005 this Forum will be extended to include the Group’s businesses elsewhere in Europe. Issues discussed during the year included work related
safety, new health and safety regulations and accident statistics. Across the Group, health and safety training is provided focusing on perceived risk within
each business.
A number of speciﬁc health and safety achievements from 2004 include;
• Centurion in Lincoln, Nebraska reduced OSHA recordable accidents from 10 in 2003 to 5 in 2004.
• Amesbury PPI reduced OSHA recordable accidents from 22 in 2003 to 13 in 2004.
• Amesbury Foamtite reduced lost time injuries from 4 in 2003 to 1 in 2004 and OSHA reportable accidents from 7 in 2003 to 4 in 2004.
• Amesbury Foamtite implemented a 24 hour Employee Assistance Programme providing counselling services on legal and lifestyle matters to all employees.
In 2004 the Group published the ﬁrst edition of an employee newsletter, Insight, which was made available to all Group companies via email and intranet sites.
The newsletter featured articles on charity and community involvement, employee achievements and key events within the Group and marks the beginning of
an ongoing project with a newsletter to be published 2-3 times a year.
Environmental Policy
The Group is committed to pursuing high standards of environmental performance including the maintenance of safe and healthy working environments.
Detailed policies are developed and implemented by the operating divisions and their subsidiary businesses to reﬂect their speciﬁc trading activities and the
associated risks. The Group’s minimum requirements are for its businesses to comply with local legislation and to operate continuous improvement
programmes, to ensure that efﬁcient use is made of all resources, including energy, water and raw materials, and that emissions are restricted to within best
practice levels, waste is minimised and accidents prevented through comprehensive training. In 2004 the Group set the target of achieving the requirements
of ISO 14001 and OHSAS 18001 Health and Safety standards where appropriate by integrating environmental understanding and control into systems and
procedures under the direction of senior management, with the full support of employees and the involvement of suppliers and customers. In 2004 all UK
businesses, with the exception of recent acquisitions, were successfully accredited to OHSAS 18001 and all manufacturing sites achieved ISO 14001
Environmental standard accreditation during the year. All recently acquired UK businesses are on target for health, safety and environmental accreditation to
these standards in 2005. In the USA, eight of the Group’s businesses were accredited to ISO 14001 during the year, with the remaining businesses on target
to achieve accreditation by the end of 2005. Elsewhere in the world, audits commenced in 2004 in the Far East and Europe and a second round of audits
are scheduled for early 2005. 29
The Laird Group PLC
Corporate social responsibility (continued)
for the year to 31 December 2004
The Group undertakes a rolling programme of environmental audits covering all of the Group’s manufacturing sites with external environmental consultants.
The formalisation of environmental management systems via the certiﬁed Environmental and Health and Safety standards will promote continuous
improvement and allow consistent monitoring of energy source reduction, waste treatment and the re-use and reclamation of natural resources.
A number of speciﬁc environmental initiatives have been carried out during the year, for example;
• Laird T echnologies in St Louis, USA continued the successful use of its onsite treatment facility; 153,000 gallons of tin and silver waste was processed by
the system in 2004. The treatment of other waste material onsite resulted in the offsite recovery of over 6 tonnes of nickel and copper for recycle and 
re-use in industry. The company expects to save $20,000 in 2005 through energy use reduction and onsite waste treatment.
• As a result of several initiatives, one of Laird Security Systems’ UK businesses reduced its solid waste disposal to landﬁll by 10% in the year through the
recycling of 60 tonnes of foam woodgrain scrap which was converted into low speciﬁcation underground cable and, through the setting of targets,
increased the recycling of polythene liners/bags by 22% in 2004. The same company is targeting further reduction in landﬁll in 2005.
• Initiatives at another site resulted in 16,000 lbs of spent oils being recycled through utilising the material in a fuel blending process, whereupon the blended
waste oils were used to ﬁre cement kilns.
• A US subsidiary implemented a system in its ofﬁces which resulted in reducing paper consumption from 60 reams a month in 2003 to 20 reams a month
in 2004.
A copy of the Group’s Health, Safety and Environmental Policy statement is available on the Company’s website or from the Company on request.
Charitable Donations and Community Affairs
The well-being of the communities in which the Group operates is important to its long term development and success. 
During the year the Group gave £116,000 to national and local charities. The Group supported a number of large UK charities for example, Cancer Relief
Macmillan Fund, UK Youth and the Royal National Institute for Deaf People. The subsidiaries of the Group, many of which are long-established in their
communities, support a variety of local initiatives and examples of such activities are;
• The establishment of a mutually beneﬁcial relationship with the Links to Work programme in the UK, which is an organisation that assists those with
disabilities to secure employment. A UK subsidiary skill matches people for light engineering tasks through the Links to Work programme in its warehouse
and main factory. The Commission for Social Care Inspection visited the company and commended the work done.
• Donations of used toner and print cartridges to a local elementary school to enable it to get cash from recycling, and the establishment of an aluminium
can recycling programme with the Boy Scouts of America group.
• Financial support for the Cardinal Wiseman Catholic T echnology College in Birmingham, England in October, for which Laird played a key role in helping
the school qualify for special school status under the T echnology Colleges T rust Initiative. In addition to ﬁnancial assistance, a director of Laird Security
Hardware acts as a School Governor.
• The organisation of, and participation in, blood donation campaigns.
• Assistance in the raising of funds for the building of a local Hospice for children and the provision, once construction commences, of locks for the facility.
• Donation of money, blankets and clothing to local churches in the US and employee visits along with donations of blankets and stationery supplies to a
local orphanage in Ningbo, China.
• Following the tsunami in December that tragically took so many lives throughout Asia the Group immediately donated $20,000 through its Malaysian
company to relief agencies in that country. In addition, the Group pledged to match any individual monetary donations made by employees. 30
The Laird Group PLC
Directors’ remuneration report
for the year to 31 December 2004
The Directors’ remuneration report sets out the Company’s policy on the remuneration of executive and non-executive directors together with details of
directors’ remuneration packages and service contracts.
The Remuneration Committee, which met four times during the year, is responsible for recommending to the Board the Company’s general policy on
remuneration and in particular to determine the remuneration packages of the Chairman and the executive directors, and the grant of all options and awards
of shares. 
The members of the Committee are appointed by the Board and the membership of the Committee is reviewed at least annually. The Chairman of the
Committee will be appointed by the Board and will not be the Chairman of the Board. The Chief Executive is given notice of all meetings and at the request of
the Chairman of the Committee, attends the meetings. The Chief Executive may request that he attends and speaks at Committee meetings. In normal
circumstances, the Chief Executive will be consulted on general policy matters and matters concerning the other executive directors and employees. The
written T erms of Reference are available on the Company’s website, from the Company on request and will be on display at the Annual General Meeting. The
Remuneration Committee, chaired by Mr J B McDowall, comprises the Chairman, Mr N J Keen, and Mr J B McDowall, Mr D Morton, Sir Geoffrey Owen, 
Mr A J Reading, Mr A M Robb and Dr W R Spivey, all independent non-executive directors. Mr M A Smith was a member of the Committee until his
retirement on 7 May 2004. Mr Keen is a member of the Committee because the Board considers it essential that the Chairman be involved in setting
remuneration policy. Mr D J L Hudson, the Company Secretary, acts as Secretary to the Committee. The Board, as a whole, is responsible for setting the
remuneration of the non-executive directors. 
The Remuneration Committee during the past year has retained Watson Wyatt LLP to provide independent external professional advice. Watson Wyatt LLP
also provide pension actuarial services to The Laird Group and to the T rustees of two of the Laird Group pension schemes. The Remuneration Committee
has also sought the views of the Chief Executive, Mr Hill, during the year. 
Remuneration Policy
The Remuneration Committee has established a policy on the remuneration of executive directors and the Board has established a policy for the non-
executive directors.
Executive Directors 
The current policy for providing remuneration for the executive directors is to have an incentive driven remuneration package which promotes the alignment of
interests of executive directors and shareholders. That policy is based upon the following principles:-
• the need to link remuneration to achieving strategic objectives and to sustainable long-term corporate success;
• the reward opportunity offered to executive directors should be sufﬁciently competitive to recruit and retain management of the appropriate calibre and
experience; and
• the need to provide a total compensation package which reﬂects the international complexity of the Group’s operations.
The executive directors receive base salary, annual performance awards up to a maximum percentage of base salary, pensions and other beneﬁts, and long
term performance awards. Base salaries, beneﬁts and performance awards of the executive directors are reviewed annually by the Remuneration Committee.
Base salaries are determined with reference to an appropriate comparator group of companies which is reviewed annually. Beneﬁts comprise the provision of
a car or car allowance, life, disability and health insurance, participation in the annual performance scheme and membership of a pension scheme. Neither
performance incentive awards nor beneﬁts in kind are pensionable.
Performance linked incentives are a key component of the total remuneration package and in 2003, the Remuneration Committee proposed a new
framework for share incentive awards, encompassing new executive share option plans and a Long T erm Incentive Plan, which was approved by
shareholders at the 2003 Annual General Meeting. A summary of these arrangements is set out below.
Service Agreements
Each of the executive directors has a service agreement. New service agreements were entered into with effect from 8 March 2004. In line with the
Company’s policy the executive directors’ service agreements are not for a ﬁxed term and provide for twelve months written notice of termination from either
party. The terms of employment for directors in the UK currently terminate automatically at the executive’s Normal Retirement Date of age sixty. The Company’s
policy on termination is to comply with the contractual terms and conditions set out in the service agreement. The Company may, at its election, make a
payment in lieu of notice. The payment would be calculated as the total of the director’s basic salary plus the value of his beneﬁts, in each case by reference
to the period of the unexpired notice of termination. 
The non-executive directors do not have service contracts but their appointments are subject to review every three years and the rotation provisions of the
Company’s Articles of Association.
Shareholding Guidelines
Shareholding guidelines, under which executive directors will be expected to retain as shares all of the after-tax proﬁt on the gains made on the vesting of
Long T erm Incentive Plan awards and the exercise of existing or future executive share options, until they have acquired a shareholding equal in value to their
basic salaries, were introduced in 2003. 31
The Laird Group PLC
Directors’ remuneration report (continued)
for the year to 31 December 2004
Non-Executive Directors
The Laird Group’s policy is to establish and maintain a body of non-executive directors with a breadth of international skills and experience that is relevant to
The Laird Group’s global businesses. In this context, it is the Board’s policy for the non-executive directors to be paid a level of fee that reﬂects market
conditions and is sufﬁcient to attract individuals with appropriate knowledge and experience.
Executive Directors’ Remuneration
Emoluments of executive directors showing breakdown between basic and performance related remuneration:
Performance
Related
Salaries and fees Beneﬁts Remuneration T otal
2004 2003 2004 2003 2004 2003 2004 2003
£000 £000 £000 £000 £000 £000 £000 £000
P J Hill 439 389 15 16 355 299 809 704
G Drabble 272 258 19 17 182 199 473 474
J C Silver 272 258 9 9 187 199 468 466
Mr Hill was a non-executive director of Meggitt plc during the year and he was a non-executive director of Oxford Instruments plc until 31 May 2004. He is
entitled to retain the non-executive directors’ fees, paid in addition to the above, of £32,000 and £8,200 respectively which he received.
Annual Performance Incentive Awards
The awards in 2004 for the executive directors were determined by the Remuneration Committee. Up to a maximum of 75% of base salary could be earned.
The level of the award for 2004 took account of the improvement in ﬁnancial performance and the achievement of speciﬁc ﬁnancial targets and progress in
meeting deﬁned key strategic objectives of the Group.
Prior to 2003, the executive directors participated in an annual Group Performance Incentive Scheme. Beneﬁciaries of the scheme could elect to take all or
part of the award in the form of Laird Group shares instead of cash. If this election was made, the Company co-invested a further 50% of the number of
shares. All the shares vest with the beneﬁciary if they are held in trust for a minimum of three years. The remaining shares for Messrs Drabble and Silver of
11,166 and 37,965 relating to 2000 vested on 27 March 2004. There were no qualifying performance conditions for vesting as the award was dependent
upon historical performance. Following the shareholder approval of the new share incentive arrangements in 2003 referred to above, there is no Company co-
investment. 
Pensions
G Drabble, P J Hill and J C Silver are members of a UK Group contributory deﬁned beneﬁts plan, which is supplemented, where necessary, by unfunded
arrangements to maintain the same level of beneﬁts as if the earnings cap did not apply. The main beneﬁts are: on retirement at age sixty, a maximum pension
of two thirds ﬁnal salary (excluding bonuses and other beneﬁts), dependent on service; on death in retirement, a dependant’s pension of 60% of the
member’s pension; on death in service, a lump sum of four times salary and a dependant’s pension of 20% of salary or 60% of the member’s expected
pension if higher. The changes to the tax regime applying to UK pension schemes as a result of the Finance Act 2004, which are due to take effect from 
6 April 2006 are being reviewed.
Pensions in payment are guaranteed to increase by the lesser of the increase in the retail price index or 8.5% per annum compound. T ransfer values provided
on leaving service do not include any allowances for discretionary beneﬁts.
Increase
in accrued T ransfer
T ransfer value Accrued Increase pension value Change in
of accrued Directors’ deferred in deferred during the of accrued transfer value
Age at pension Contributions Service at pension at pension during year (net of pension at over the
31.12.04 at 31.12.03 in 2004 31.12.04 31.12.04* the year inﬂation) 31.12.04 year**
£000 £000 (yrs) £000 p.a. £000 £000 £000 £000
G Drabble 45 363 5 7 62 11 9 469 101
P J Hill 52 279 5 3 47 21 20 542 258
J C Silver 47 773 14 18 108 11 8 919 132
* payable at Normal Retirement Date.
** after deduction of directors’ contributions.
Long T erm Incentive Plan
The Long T erm Incentive Plan involves the award of shares which only vest after the achievement of demanding performance targets measured over three
years.
Executives are eligible for annual awards of shares. The maximum annual award value under the Plan is one times basic salary. In setting the level of awards
the Remuneration Committee takes into account options granted to executives under the 2003 executive share option plans in the same ﬁnancial year. 32
The Laird Group PLC
Directors’ remuneration report (continued)
for the year to 31 December 2004
The extent to which awards granted under the Plan in 2004 vest will be determined by reference to the Company’s total shareholder return relative to FTSE
250 companies (excluding investment trusts) and the following targets will apply:
These performance conditions will be measured only over a single three year period. There is no provision for retesting. In addition, no awards will vest unless
the Remuneration Committee is satisﬁed that there has been a sustained improvement in the Company’s underlying ﬁnancial performance.
The Long T erm Incentive Plan may use either market purchased shares or new issue shares, provided that any new shares issued will count against the
overall dilution limit. During 2003 and 2004, awards under the plan took the form of nil cost options over existing shares held in the ESOP . Further details on
the ESOP are on page 34. The amount charged to the proﬁt and loss account during the year in respect of the Long T erm Incentive Plan granted to the
directors was £90,000.
The directors’ interests in the Long T erm Incentive Plan are as follows:
Granted Vested
1.1.04 in 2004 in 2004 31.12.04
G Drabble 96,000 92,200 – 188,200
P J Hill 145,000 138,800 – 283,800
J C Silver 96,000 92,200 – 188,200
The above awards of nil cost options over existing shares were granted on 15 March 2004 (calculated with reference to a share price of 287.25p, the closing
mid-market share price on 11 March 2004) and will be exercisable between 15 March 2007 and 15 March 2009, to the extent to which the performance
criteria are met.
Share Options
The executive directors have outstanding options under the 1994 Executive Share Option Scheme and the 2003 Executive Share Option Plan (No.1). The
1994 scheme was replaced by new share option schemes approved by shareholders at the 2003 Annual General Meeting. In May 2001 changes to the
basis for granting options to executive directors and other employees were agreed by shareholders at the Annual General Meeting. The main change was to
alter the basis for calculation of the maximum grant of options to the equivalent of shares with a market value at the time of grant of up to one times salary in
any one year and up to two times salary in special circumstances, such as the recruitment or promotion to a key management position. 
Following the move to annual awards in 2003 the date on which awards are made was harmonised to bring the timing more into line with the Company’s
ﬁnancial year. The exercise of all options granted to UK employees since 1994 has been subject to meeting performance criteria set by the Committee. The
criteria used has been to measure the increase in earnings per share against the rate of UK retail price inﬂation plus a ﬁxed per cent per annum over a rolling
three year period. The Committee considers that growth in earnings per share is an appropriate performance target as it is a good guide to the underlying
ﬁnancial performance of The Laird Group. The rules of the 2003 plan permit the waiver of performance criteria in special circumstances, such as a change of
control, death or retirement. 
1994 Share Option Scheme
The 1994 scheme granted options over new shares to be issued at the time of exercise (and also over existing shares). The exercise of options under the
1994 scheme is dependent upon the attainment of performance criteria set by the Remuneration Committee. The scheme permitted the grant of both
approved and unapproved options. Options were granted at the middle market price on the last dealing day prior to grant and are exercisable after three
years but not more than ten years from the date of grant.
The performance criteria set by the Remuneration Committee for grants made in 2002, the last year in which options were granted under this scheme, is that
the increase in earnings per share must not be less than the increase in the rate of United Kingdom Retail Price Inﬂation plus an average of 3% per annum
over a three year period. If the performance conditions are not met the Remuneration Committee has the discretion to extend the period up to a maximum of
a further two years but keeping the same base year.
Amount of Award Vesting
%
Full vesting
Pro rata between 30% and full vesting
Nil
T otal Shareholder Return
Performance Level
Upper Quartile
Median to Upper Quartile
Below Median 33
The Laird Group PLC
Directors’ remuneration report (continued)
for the year to 31 December 2004
The 2003 Executive Share Option Plans
There are two plans which were approved by shareholders in 2003. One plan is Inland Revenue approved in order to enable grants of options to be made to
individuals who may be eligible for capital gains tax relief on the exercise of options, otherwise both plans are identical in all material respects. The value of
shares under options granted to an executive in any ﬁnancial year will be limited, as under the previous 1994 scheme, to one times basic salary, unless there
are exceptional circumstances (e.g. a high level recruitment), in which case the limit will be twice basic salary. When granting options, the Remuneration
Committee will take into account both the level of awards made to executives under the new Long T erm Incentive Plan and the prevailing share price.
The performance conditions under the plans are based on the Company’s earnings per share growth adjusted to exclude items which do not reﬂect the
Company’s underlying ﬁnancial performance. The following targets applied for options granted in 2004 and the earnings per share growth is measured from a
base point of 21.6p.
The performance conditions will be measured over a three year period. T o the extent that the performance conditions have not been met after three years, the
options will lapse.
In order to allow for the grant of options to employees who are not executive directors, there is an overall dilution limit of 10% of the ordinary share capital in
issue from time to time for allocations in respect of newly issued shares over a ten year period under these plans and all other share schemes operated by
the Company.
The directors’ interests in options under the 1994 executive share option scheme in respect of new shares to be issued are shown in the table below:
Granted Exercised Lapsed
1.1.04 in 2004 in 2004 in 2004 31.12.04
G Drabble 489,000 – 127,000 – 362,000
P J Hill 616,524 – 393,651 – 222,873
J C Silver 594,000 – 127,000 – 467,000
Mr Drabble exercised options over 127,000 shares at a price of 188.5p per share, all of which were sold. The market price at the time of exercise was
351.29p and the gain on the exercise was £206,744. Mr Silver exercised options over 127,000 shares at a price of 188.5p per share, 20,000 of which
were retained and the balance sold. The market price at the time of exercise was 342.29p per share and the notional gain on the exercise was £195,313. 
Mr Hill exercised options over 393,651 shares at a price of 157.5p per share, 100,000 of which were retained and the balance sold. The market price at the
time of exercise was 335p per share and the notional gain on the exercise was £698,731.
The directors’ interests in options under the 2003 executive share option (No. 1) plan in respect of new shares to be issued are shown in the table below:
Exercised/
Granted Lapsed
1.1.04 in 2004 in 2004 31.12.04
G Drabble 64,000 46,100* – 110,100
32,000 46,100
†
– 78,100
P J Hill 96,000 69,400* – 165,400
49,000 69,400
†
– 118,400
J C Silver 64,000 46,100* – 110,100
32,000 46,100
†
– 78,100
* The performance criterion is growth in the Company’s earnings per share of at least UK RPI plus an average of 3% per annum for the three year period
ending 31 December 2006.
†
The performance criterion is that the average annual growth in the Company’s earnings per share is at least UK RPI plus 3% to 5% per annum, applied
pro rata to the multiple of salary at time of grant for the three year period ending 31 December 2006.
The aggregate of actual and notional gains made by the directors on the exercise of share options during the year was £1,100,788.
Applicable Performance T arget: Average Annual growth in earnings per share in excess of inﬂation
UK RPI + 3% per annum
UK RPI + 3% to 5% per annum applied pro rata to the multiple of salary
Tier of Option Grant
Up to 0.5 x salary
0.5 x salary – 1 x salary and above 34
The Laird Group PLC
Directors’ remuneration report (continued)
for the year to 31 December 2004
The breakdown of the outstanding options is shown in the table below:
Number of shares
under option as at Exercise
31 December 2004 price (p) Exercise period
P J Hill
1994 Executive Scheme 222,873 170.5 10.12.05-10.12.12
2003 Executive No. 1 Plan 145,000 207 2.6.06-2.6.13
138,800 287.25 12.3.07-12.3.14
506,673
G Drabble
1994 Executive Scheme 40,000 426 8.9.00-8.9.07
50,000 185.5 15.9.01-15.9.08
50,000 253 29.11.02-29.11.09
50,000 306.5 27.11.03-27.11.10
172,000 146 13.8.05-13.8.12
2003 Executive No. 1 Plan 96,000 207 2.6.06-2.6.13
92,200 287.25 12.3.07-12.3.14
550,200
J C Silver
1994 Executive Scheme 40,000 380 7.12.98-7.12.05
25,000 456.5 10.9.99-10.9.06
32,000 426 8.9.00-8.9.07
130,000 185.5 15.9.01-15.9.08
28,000 334 10.9.02-10.9.09
40,000 311.5 16.11.03-16.11.10
172,000 146 13.8.05-13.8.12
2003 Executive No. 1 Plan 96,000 207 2.6.06-2.6.13
92,200 287.25 12.3.07-12.3.14
655,200
There have been no changes in these interests since the year end. The middle market share price at 31 December 2004 was 327p. During the year the
share price was in the range 265p to 370p.
ESOP
The ESOP is operated through a T rust, which purchases and holds shares in The Laird Group to meet the requirements of share elections for awards made
under the annual Group Performance Incentive Scheme, share option awards and grants under the Long T erm Incentive Plan. Currently there are no
outstanding share options. The T rust, which is ﬁnanced by a loan of £2.9m from the Company, currently holds 1,015,000 ordinary shares of which 913,700
shares relate to the Long T erm Incentive Plan. The balance of the shares are unallocated.
The allocation of shares to meet the Long T erm Incentive Plan grants to the executive directors are held in the ESOP . Pursuant to section 324 of the
Companies Act 1985, the executive directors have an interest in the shares held in the ESOP .
Independent Non-executive Directors
Chairman
Under an arrangement between the Company and Imperialise Limited Mr Keen is retained to act as Chairman of the Company. Mr Keen’s fees were
increased to £145,000 p.a. with effect from 5 June 2003 for his services for which he must account to Imperialise Limited. In addition Imperialise is paid a
sum equivalent to the National Insurance on those fees of £18,500, whereas National Insurance in respect of the non-executive directors is paid directly to the
UK Inland Revenue and not included in the table overleaf. Mr Keen’s initial period of appointment as Chairman was for three years commencing 5 June 2000,
subject to rotation. His term of appointment was extended by The Laird Group Board for a further three years commencing 5 June 2003, subject to rotation.
The appointment may be terminated by either party giving not less than six months notice.
Non-executive Directors
The non-executive directors annual fee was increased to £30,000 p.a. with effect from 1 September 2004. J B McDowall, A M Robb and Dr Spivey’s
emoluments include fees at the rate of £6,000 p.a. to reﬂect their chairmanship of Board and other Committees. Dr Spivey and D Morton who are both
based in North America receive additional remuneration of £8,000 p.a. to take account of additional time spent on the Group’s business. The Chairman and
the non-executive directors do not receive any other beneﬁts. 35
The Laird Group PLC
Directors’ remuneration report (continued)
for the year to 31 December 2004
Emoluments of the Chairman and non-executive directors:
2004 2003
£000 £000
N J Keen, Chairman 164 147
J B McDowall 32 31
D Morton 36 33
Sir Geoffrey Owen 27 25
A J Reading* 10 –
A M Robb* 12 –
M A Smith** 11 31
Dr W R Spivey 41 39
* appointed on 1 September 2004
** retired on 7 May 2004
Performance Graph
The graph below shows for the ﬁve years ended 31 December 2004, the total shareholder return on a holding of the Company’s ordinary shares compared
with hypothetical holdings of shares made up of shares of the same kind and number as those by reference to which the FTSE 250 (excluding investment
trusts) is calculated, and also the Electronics sector of the FTSE. Both the FTSE 250 and the Electronics sector have been shown because Laird is in the
Electronics sector and in the FTSE 250. T otal shareholder return has been calculated by reference to the relevant share price for each constituent company
assuming dividends are reinvested.
In accordance with the Directors’ Remuneration Report Regulations, the nine tables setting out directors’ remuneration, pensions, L TIP awards and share
options contained within the report have been audited by Ernst & Young; the statements of policy and the total shareholder return graph have not been
audited.
This report was adopted by the Remuneration Committee at a meeting on 7 March 2005 and has been approved subsequently by The Laird Group Board
for submission to shareholders at the Annual General Meeting to be held on 13 May 2005.
By Order of the Board
J B McDOWALL
Chairman of the Remuneration Committee
14 March 2005
Total shareholder return for the five years ended 31 December 2004
200
150
100
50
0
The Laird Group PLC
FTSE MID 250 rebased (exc. investment trusts)
FTSE Electronics sector
Dec 99
Mar 00
Jun 00
Sep 00
Dec 00
Mar 01
Jun 01
Sep 01
Dec 01
Mar 02
Jun 02
Sep 02
Dec 02
Mar 03
Jun 03
Sep 03
Dec 03
Mar 04
Jun 04
Sep 04
Dec 04
P 36
The Laird Group PLC
Directors’ responsibilities
in relation to the accounts
The following statement, which should be read in conjunction with the report of the independent auditors set out on page 37, is made with a view to
distinguishing for shareholders the respective responsibilities of the directors and of the auditors in relation to the accounts.
The directors are required by the Companies Act 1985 to prepare accounts for each ﬁnancial year which give a true and fair view of the state of affairs of the
Company and of the Group as at the end of the ﬁnancial year and of the proﬁt or loss of the Group for the ﬁnancial year.
The directors consider that in compiling the accounts on pages 38 to 62, which have been prepared on a going concern basis, the Company has used
appropriate accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates and that all accounting standards
which they consider to be applicable have been followed.
The directors have responsibility for ensuring that the Company keeps accounting records which disclose with reasonable accuracy the ﬁnancial position of
the Company and of the Group and which enable them to ensure that the accounts comply with the Companies Act 1985.
The directors have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and
detect fraud and other irregularities.
The directors, having prepared the accounts, note that the auditors are required by the Companies Act 1985 to take whatever steps and undertake whatever
inspections they consider to be appropriate for the purpose of enabling them to give their audit report. 37
The Laird Group PLC
Independent auditors’ report
to the members of The Laird Group PLC
We have audited the Group’s ﬁnancial statements for the year ended 31 December 2004 which comprise the Group proﬁt and loss account, Group cash
ﬂow statement, Group balance sheet, Statement of total recognised gains and losses, Note of historical cost proﬁts and losses, Movements in shareholders’
funds, Company balance sheet, the Accounting policies and the related Notes 1 to 29. These ﬁnancial statements have been prepared on the basis of the
accounting policies set out therein. We have also audited the information in the Directors’ remuneration report that is described as having been audited.
This report is made solely to the Company’s members, as a body, in accordance with Section 235 of the Companies Act 1985. 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 auditors’ report and for no other purpose.
T o 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 auditors
The directors are responsible for preparing the Annual Report, including the ﬁnancial statements which are required to be prepared in accordance with
applicable United Kingdom law and accounting standards as set out in the statement of Directors’ responsibilities in relation to the ﬁnancial statements.
Our responsibility is to audit the ﬁnancial statements and the part of the Directors’ remuneration report to be audited in accordance with relevant legal and
regulatory requirements, United Kingdom Auditing Standards and the Listing Rules of the Financial Services Authority.
We report to you our opinion as to whether the ﬁnancial statements give a true and fair view and whether the ﬁnancial statements and the part of the Directors’
remuneration report to be audited have been properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the
Directors’ report is not consistent with the ﬁnancial statements, if the Company has not kept proper accounting records, if we have not received all the
information and explanations we require for our audit, or if information speciﬁed by law or the Listing Rules regarding directors’ remuneration and transactions
with the Group is not disclosed.
We review whether the Corporate governance report reﬂects the Company’s compliance with the nine provisions of the 2003 FRC Code speciﬁed for our
review by the Listing Rules of the Financial Services Authority, and we report if it does not. We are not required to consider whether the Board’s statements on
internal control cover all risks and controls, or form an opinion on the effectiveness of the Group’s corporate governance procedures or its risk and control
procedures.
We read other information contained in the Annual Report and consider whether it is consistent with the audited ﬁnancial statements. This other information
comprises the Directors’ report, the unaudited part of the Directors’ remuneration report, Chairman’s statement, Chief Executive’s review, Finance Director’s
report and Corporate governance report. We consider the implications for our report if we become aware of any apparent misstatements or material
inconsistencies with the ﬁnancial statements. Our responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a
test basis, of evidence relevant to the amounts and disclosures in the ﬁnancial statements and the part of the Directors’ remuneration report to be audited. It
also includes an assessment of the signiﬁcant estimates and judgements made by the directors in the preparation of the ﬁnancial statements, and of whether
the accounting policies are appropriate to the Group’s circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufﬁcient
evidence to give reasonable assurance that the ﬁnancial statements and the part of the Directors’ remuneration report to be audited are free from material
misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of
information in the ﬁnancial statements and the part of the Directors’ remuneration report to be audited.
Opinion
In our opinion:
the ﬁnancial statements give a true and fair view of the state of affairs of the Company and of the Group as at 31 December 2004 and of the proﬁt of the
Group for the year then ended; and the ﬁnancial statements and the part of the Directors’ remuneration report to be audited have been properly prepared in
accordance with the Companies Act 1985.
Ernst & Y oung LLP
Registered Auditor
London
14 March 2005 38
The Laird Group PLC
Group proﬁt and loss account
for the year to 31 December
note 2004 2003
£m £m
1 Turnover
– continuing operations
existing operations 328.7 301.1
acquisitions 47.4 –
– discontinued operations 91.9 127.7
468.0 428.8
2 Operating proﬁt
– continuing operations
before exceptional items and goodwill amortisation
existing operations 44.7 37.4
acquisitions 4.8 –
exceptional items – (6.2)
goodwill amortisation (11.2) (10.5)
38.3 20.7
– discontinued operations
before exceptional items and goodwill amortisation 3.2 4.0
exceptional items – 0.3
goodwill amortisation (0.1) (0.1)
3.1 4.2
41.4 24.9
3 Loss on disposal of businesses
proﬁt before goodwill reinstatement 3.6 –
goodwill previously set off against reserves (17.4) –
(13.8) –
Proﬁt on ordinary activities before interest 27.6 24.9
4 Interest and ﬁnance charges (5.6) (4.0)
Proﬁt on ordinary activities before taxation 22.0 20.9
5 T axation (9.4) 2.9
Proﬁt for the ﬁnancial year 12.6 23.8
6 Dividends (14.5) (12.3)
28 Retained (loss)/proﬁt (1.9) 11.5
7 Earnings per share – basic 8.7p 16.8p
7 Earnings per share – diluted 8.4p 16.8p
6 Dividends per share 9.2p 8.6p
7 Results before exceptional items and goodwill amortisation
Proﬁt before taxation 47.1 37.4
Earnings per share 25.9p 21.6p 39
The Laird Group PLC
Group cash ﬂow statement
for the year to 31 December
note 2004 2003
£m £m
10 Net cash inﬂow from operating activities 46.7 55.8
12 Returns on investments and servicing of ﬁnance (5.0) (3.9)
T axation (4.4) (2.7)
12 Capital expenditure less disposals (15.6) (12.6)
11 Acquisitions and disposals (58.4) (20.8)
Dividends paid (13.0) (12.0)
Cash (outﬂow)/inﬂow before management of liquid 
resources and ﬁnancing (49.7) 3.8
12 Management of liquid resources 14.9 27.2
12 Financing 35.5 (39.0)
Increase/(decrease) in cash* 0.7 (8.0)
Reconciliation of net cash ﬂow to movement in net borrowings
Increase/(decrease) in cash during the year 0.7 (8.0)
Cash (inﬂow)/outﬂow from change in borrowings (34.0) 39.6
Cash inﬂow from change in liquid resources (14.9) (27.2)
13 Change in net borrowings resulting from cash ﬂows (48.2) 4.4
13 Borrowings of businesses acquired (18.9) (4.5)
13 Differences on exchange 8.6 6.6
Movement in net borrowings during the year (58.5) 6.5
Net borrowings at 1 January (60.1) (66.6)
13 Net borrowings at 31 December (118.6) (60.1)
*Under FRS 1 (revised) cash is deﬁned as being cash in hand plus deposits less overdrafts each of which is 
repayable on demand. Bank deposits which are not repayable on demand are treated as liquid resources in the 
cash ﬂow statement but as cash at bank in the balance sheet. 40
The Laird Group PLC
Group balance sheet
as at 31 December
note 2004 2003
(restated)
£m £m
Fixed assets
14 Intangible assets 295.4 183.3
15 T angible assets 75.6 61.7
371.0 245.0
Current assets
18 Stocks 57.4 48.6
19 Debtors 85.0 78.6
Cash at bank 22.2 37.3
Creditors: amounts falling due within one year
20 Borrowings (6.5) (24.0)
23 Other (101.5) (90.2)
Net current assets 56.6 50.3
T otal assets less current liabilities 427.6 295.3
Creditors: amounts falling due after more than one year
20 Borrowings (134.3) (73.4)
23 Other (20.7) (8.0)
25 Provisions for liabilities and charges (16.9) (11.6)
9 Pension liability (12.9) (8.5)
242.8 193.8
Capital and reserves
26 Ordinary share capital 39.5 35.8
Share premium account 152.2 106.6
28 Revaluation reserve 1.7 2.4
28 Proﬁt and loss account 52.3 51.9
27 Investment in own shares (2.9) (2.9)
Equity shareholders’ funds 242.8 193.8
The accounts were approved by the Board of Directors on 14 March 2005 
and were signed on its behalf by:
P J Hill
J C Silver
Directors 41
The Laird Group PLC
Statement of total recognised gains and losses
for the year to 31 December
2004 2003
(restated)
£m £m
Proﬁt for the ﬁnancial year 12.6 23.8
Recognition of pensions deﬁcit (6.1) (1.3)
Deferred tax on pensions deﬁcit 0.9 0.4
Exchange differences on retranslation of overseas net investments (18.4) (14.0)
Exchange differences on loans 6.3 0.3
Tax on exchange differences 1.4 2.1
T otal gains and losses recognised during the year (3.3) 11.3
Prior year adjustment – on implementation of FRS 17 (Pensions) (7.0) –
T otal gains and losses recognised since last Annual Report (10.3) 11.3
Note of historical cost proﬁts and losses 
for the year to 31 December
2004 2003
£m £m
Reported proﬁt on ordinary activities before taxation 22.0 20.9
Realisation of property valuation gains of previous years 0.7 0.8
Historical cost proﬁt on ordinary activities before taxation 22.7 21.7
Historical cost (loss)/proﬁt for the year retained after taxation and dividends (1.2) 12.3
Movements in shareholders’ funds 
for the year to 31 December
2004 2003
(restated)
£m £m
Shareholders’ funds brought forward as previously stated 200.8 199.9
Prior year adjustment – on implementation of FRS 17 (Pensions) (7.0) (6.1)
Shareholders’ funds at 1 January 193.8 193.8
T otal gains and losses recognised during the year (3.3) 11.3
Dividends (14.5) (12.3)
Issue of shares 49.3 0.6
Long T erm Incentive Plan allocation 0.1 0.4
Goodwill written back 17.4 –
Movements in shareholders’ funds for the year 49.0 –
Shareholders’ funds at 31 December 242.8 193.8 42
The Laird Group PLC
Company balance sheet
as at 31 December
note 2004 2003
(restated)
£m £m
Fixed assets
15 T angible assets 0.1 0.1
17 Investments 410.7 281.4
410.8 281.5
Current assets
19 Debtors 246.9 228.4
Cash at bank 0.3 24.5
Creditors: amounts falling due within one year
20 Borrowings (3.9) (20.6)
23 Other (19.2) (20.0)
Net current assets 224.1 212.3
T otal assets less current liabilities 634.9 493.8
Creditors: amounts falling due after more than one year
20 Borrowings (104.7) (25.1)
23 Other (214.7) (184.3)
25 Provisions for liabilities and charges (5.2) (3.8)
9 Pension liability (4.9) (2.7)
305.4 277.9
Capital and reserves
26 Ordinary share capital 39.5 35.8
Share premium account 152.2 106.6
28 Special reserve 55.5 55.5
28 Proﬁt and loss account 61.1 82.9
27 Investment in own shares (2.9) (2.9)
Equity shareholders’ funds 305.4 277.9
The accounts were approved by the Board of Directors on 14 March 2005
and were signed on its behalf by:
P J Hill
J C Silver
Directors 43
The Laird Group PLC
Accounting policies
Basis of preparation and consolidation
The Group accounts include the accounts of The Laird Group PLC and its subsidiary undertakings (“subsidiaries”), all of which have been prepared up to
31 December under the historical cost convention, as modiﬁed by the revaluation of freehold properties and in accordance with applicable UK accounting
standards.
The results of subsidiaries acquired during the year are included for the effective period of ownership. Intra-Group proﬁts are eliminated on consolidation.
Certain comparative ﬁgures have been restated to conform with the 2004 presentation.
The Group has changed its accounting policy for pensions during 2004 by fully adopting FRS 17 ‘Retirement Beneﬁts’. Accordingly comparative ﬁgures have
been restated for both the Group and the Company.
T urnover
T urnover represents the sales value invoiced. T axes on sales and intra-Group sales are excluded.
Depreciation
Depreciation is calculated to write off the cost or valuation of ﬁxed assets, other than freehold land, evenly over their expected useful lives, principally as follows:
Freehold buildings 50 years or less
Leasehold land and buildings 50 years or the lease term if less
Computer equipment 5 years or less
Motor vehicles 4 years
Other plant and machinery 13 years or less
A proportion of one year’s depreciation is charged in the year the asset comes into service or is sold.
Pensions
The service cost of providing retirement beneﬁts to employees during the year is charged to the operating proﬁt or loss in the year. The full cost of providing
amendments to beneﬁts in respect of past service and gains and losses arising on unanticipated settlements or curtailments are also charged to the operating
proﬁt or loss in the year. The expected return on the assets of the schemes during the year based on the market value of scheme assets at the start of the
year and expected increase in liabilities of the schemes are included within other ﬁnance (charges)/income. Differences between actual and expected returns
on assets during the year are recognised in the statement of recognised gains and losses in the year together with differences from changes in assumptions.
The deﬁcit on deﬁned beneﬁt pension schemes, net of deferred tax, is reported on the balance sheet as the pension liability.
For deﬁned contribution schemes the amount charged to the proﬁt and loss account in respect of pension costs is the contributions payable in the year.
Differences between contributions payable in the year and contributions actually paid are shown either as accruals or prepayments in the balance sheet.
Research and development
Revenue expenditure on research and development is written off in the year in which it is incurred.
Deferred taxation
Deferred tax is recognised in respect of all timing differences that have originated but which have not reversed at the balance sheet date where transactions or
events have occurred at that date that will result in an obligation to pay more or a right to pay less or to receive more, tax subject to the following:
(a) Deferred tax is not recognised on the revaluation of non-monetary assets such as property unless a binding sale agreement exists at the balance sheet
date. Where rollover relief is available on an asset then deferred tax is in any case not recognised.
(b) Deferred tax is not recognised on unremitted earnings of overseas subsidiaries unless dividends have been accrued as receivable or there is a binding
agreement to distribute past earnings at the balance sheet date.
(c) Deferred tax assets are recognised to the extent that they are regarded as recoverable. Assets are regarded as recoverable when it is regarded as more
likely than not there will be suitable taxable proﬁts from which the future reversal of the underlying timing differences can be deducted.
Goodwill
Goodwill arising on the acquisition of businesses prior to 1 January 1998 and subsequent adjustments to fair value have been set off against reserves.
Goodwill arising on the acquisition of businesses since 1 January 1998 is capitalised and amortised through the proﬁt and loss account over the lesser of
useful economic life or 20 years.
Fixed assets
The Group’s policy is not to revalue its freehold property annually. The valuations of freehold property adopted at 31 December 1999 have been retained.
Finance and operating leases
Where the Group has substantially all the risks and rewards of ownership of an asset subject to a lease, the lease is treated as a ﬁnance lease. Other leases
are treated as operating leases.
Future instalments payable under ﬁnance leases, net of ﬁnance charges, are included in borrowings with the corresponding asset values recorded in tangible
ﬁxed assets. Depreciation on leased assets is charged to the proﬁt and loss account over the life of the asset or lease term if shorter. Operating lease
payments are charged to the proﬁt and loss account on a straight line basis over the lease term.
Stocks and work in progress
Stocks and work in progress are valued at the lower of cost and net realisable value. Cost comprises direct materials and labour and an appropriate
proportion of overheads. 44
The Laird Group PLC
Accounting policies (continued)
Foreign currencies
In the Group accounts the results and cash ﬂows of overseas subsidiaries are translated into sterling using weighted average rates of exchange for the period.
Net investments in overseas subsidiaries are translated into sterling at rates of exchange ruling at the balance sheet date. Exchange differences arising from
retranslating opening net investments and the retained proﬁts for the period of overseas subsidiaries, less exchange differences on foreign currency
borrowings raised to ﬁnance or provide a hedge against overseas investments, are shown as movements on reserves. All other exchange differences are
dealt with in the proﬁt and loss account for the period.
In the balance sheet of The Laird Group PLC, the investments in overseas subsidiaries are translated into sterling at the rates of exchange ruling at the date of
the relevant transaction.
Financial instruments
Forward contracts are used to hedge foreign currency exposures arising on committed future transactions in foreign currencies. The rates under such
contracts are used to record the hedged item.
Interest differentials on interest rate swaps are recognised by adjusting net interest payable. Interest rate swaps are not revalued to fair value prior to maturity. The Laird Group PLC
45
Notes to the accounts
note
1 Segmental analysis
Turnover Operating profit Capital employed
2004 2003 2004 2003 2004 2003
(restated)
£m £m £m £m £m £m
By activity:
Continuing operations
Before exceptional items and goodwill amortisation:
Laird T echnologies 142.8 95.8 21.0 12.6 280.8 172.5
Laird Security Systems 233.3 205.3 28.5 24.8 80.6 60.6
376.1 301.1 49.5 37.4 361.4 233.1
Exceptional items – – – (6.2) – –
Goodwill amortisation – – (11.2) (10.5) – –
376.1 301.1 38.3 20.7 361.4 233.1
Discontinued operations
Before exceptional items and goodwill amortisation:
Laird Plastics 91.9 127.7 3.2 4.0 – 20.8
Exceptional items – – – 0.3 – –
Goodwill amortisation – – (0.1) (0.1) – –
91.9 127.7 3.1 4.2 – 20.8
468.0 428.8 41.4 24.9 361.4 253.9
By geographical location of operations:
Continuing operations
Before exceptional items and goodwill amortisation:
United Kingdom 155.8 127.8 12.4 8.0 73.3 53.2
North America 149.8 132.7 25.5 23.7 224.4 140.5
Rest of world 70.5 40.6 11.6 5.7 63.7 39.4
376.1 301.1 49.5 37.4 361.4 233.1
Exceptional items – – – (6.2) – –
Goodwill amortisation – – (11.2) (10.5) – –
376.1 301.1 38.3 20.7 361.4 233.1
Discontinued operations
Before exceptional items and goodwill amortisation:
North America 91.9 127.7 3.2 4.0 – 20.8
Exceptional items – – – 0.3 – –
Goodwill amortisation – – (0.1) (0.1) – –
91.9 127.7 3.1 4.2 – 20.8
468.0 428.8 41.4 24.9 361.4 253.9
Notes
(a) The exceptional items in 2003 relate to redundancy and restructuring costs in Laird Technologies £4.3m, Laird Security Systems
£1.9m and an exceptional credit in Laird Plastics of £0.3m and geographically in the United Kingdom £4.6m, North America £0.1m credit
and Rest of world £1.4m.
(b) Goodwill amortisation by activity is Laird T echnologies £9.6m (2003 £8.9m), Laird Security Systems £1.6m (2003 £1.6m) and Laird Plastics
£0.1m (2003 £0.1m) and geographically is the United Kingdom £0.8m (2003 £0.3m), North America £9.5m (2003 £9.1m) and Rest of world
£1.0m (2003 £1.2m).
(c) T urnover by geographical destination is United Kingdom £150.0m (2003 £121.9m), North America £225.4m (2003 £249.5m) and Rest of world
£92.6m (2003 £57.4m).
(d) Capital employed is shareholders’ funds of £242.8m (2003 £193.8m) plus net borrowings of £118.6m (2003 £60.1m). The Laird Group PLC
46
Notes to the accounts
note
1 Segmental analysis (continued)
(e) The results and cash flows of overseas subsidiaries are translated into sterling using weighted average rates of exchange for the year. 
The principal rates used were as follows:
Average Closing
2004 2003 2004 2003
Euros 1.48 1.44 1.41 1.42
US Dollars 1.83 1.64 1.92 1.79
2 Operating profit
2004 2003
Continuing Discontinued Continuing Discontinued
operations operations T otal operations operations T otal
£m £m £m £m £m £m
T urnover 376.1 91.9 468.0 301.1 127.7 428.8
Cost of sales (275.6) (82.6) (358.2) (226.9) (107.9) (334.8)
Gross profit 100.5 9.3 109.8 74.2 19.8 94.0
Administrative expenses (62.2) (6.2) (68.4) (47.3) (15.9) (63.2)
Exceptional items ––– (6.2) 0.3 (5.9)
Operating profit 38.3 3.1 41.4 20.7 4.2 24.9
2004 2003
£m £m
Operating profit is stated after charging the following items:
Exceptional items
Redundancy costs and reorganisation – 4.1
Write down of fixed assets – 1.8
Research and development expenditure 7.7 6.0
Depreciation 11.4 11.0
Goodwill amortisation 11.3 10.6
Operating lease rentals
Hire of plant and machinery 1.6 1.4
Other 4.0 5.7
Auditors’ remuneration*
Audit fees 0.8 0.6
Tax fees** 1.2 0.7
Other fees 0.1 –
*In addition, fees of £1.1m (2003 £0.2m) for services largely in respect of acquisitions and disposals were paid to the auditors but not charged against operating profit.
**T ax fees for the year were in respect of compliance £0.6m (2003 £0.5m) and planning £0.6m (2003 £0.2m).
3 Loss on disposal of businesses
2004 2003
£m £m
Loss on prior year disposals (3.8) –
Profit before goodwill reinstaterment on current year disposals 7.4 –
3.6 –
Goodwill previously set off against reserves (17.4) –
(13.8) –
The tax attributable to the loss on disposal of businesses is £nil. The Laird Group PLC
47
Notes to the accounts
note
4 Interest and finance charges 2004 2003
£m £m
Interest expense on loans
Bank loans and overdrafts 2.5 2.2
Other loans 3.3 3.4
Finance charges 0.5 –
6.3 5.6
Interest income (0.7) (1.6)
5.6 4.0
5 Taxation
2004 2003
£m £m
(a) Analysis of the tax charge/(credit) for the year
Current tax
UK corporation tax
T ax on results of the year 2.9 1.5
Adjustments in respect of prior years (0.6) (1.4)
T otal UK tax charge 2.3 0.1
Overseas tax
T ax on results of the year 5.4 3.9
Adjustments in respect of prior years (1.6) (4.4)
T otal overseas tax charge/(credit) 3.8 (0.5)
T otal current tax charge/(credit) 6.1 (0.4)
Deferred tax 3.3 (2.5)
T ax charge/(credit) on results from ordinary activities 9.4 (2.9)
(b) T ax included in the statement of total recognised gains and losses
The tax (credit) is made up as follows:
UK corporation tax (1.4) (2.1)
Deferred tax on pensions deficit (0.9) (0.4)
(2.3) (2.5)
(c) Factors affecting the current tax charge/(credit) for the year
The tax charge/(credit) for the year differs from the standard rate of corporation tax in the UK of 30% (2003 30%). The differences are explained
below:
2004 2003
£m £m
Profit on ordinary activities before tax 22.0 20.9
Profit on ordinary activities before tax multiplied by the standard rate of corporation tax 
in the UK of 30% (2003 30%) 6.6 6.3
Effects of
Expenses not deductible for tax purposes 0.9 0.4
Accelerated capital allowances (1.1) (1.3)
Other timing differences 1.1 0.6
Loss on disposal of businesses not allowable for tax purposes 3.4 –
Lower taxes on overseas earnings (2.4) –
Utilisation of tax losses brought forward (1.9) –
T ax losses in the year not relievable against current tax 0.4 0.3
Overseas tax rate differences 1.2 0.7
Adjustments in respect of prior years (2.2) (5.8)
Other 0.1 (1.6)
Current tax (note 5(a)) 6.1 (0.4)
(d) Factors that may affect future tax charges
No deferred tax has been recognised in respect of the earnings of overseas subsidiary undertakings as no dividends had been accrued at the
balance sheet date.
No provision has been made for deferred tax on surpluses recognised on revalued properties. The total amount unprovided for is £0.6m. Such tax
would become payable only if the properties were sold without it being possible to claim rollover relief. The Laird Group PLC
48
Notes to the accounts
note
6 Dividends
Per share
2004 2003 2004 2003
p p £m £m
Interim paid 3.15 3.0 5.0 4.3
Final recommended 6.05 5.6 9.5 8.0
9.20 8.6 14.5 12.3
The recommended final dividend, if approved, will be paid on 3 June 2005 to shareholders registered on 6 May 2005.
7 Earnings per share and results before exceptional items and goodwill amortisation
The calculation of basic and diluted earnings per share is based on a profit for the year of £12.6m (2003 £23.8m) and 145.6m (2003 141.9m) shares,
being a daily average of the shares in issue during the year. Diluted earnings per share (8.4p) is based on the same profits but with the number of
shares increased to 149.7m (2003 141.9m) to reflect relevant share options granted but not yet exercised where performance conditions have been
met and shares contingently issuable in respect of the acquisition of Centurion Wireless T echnologies, Inc.
Earnings per share before exceptional items and goodwill amortisation is shown as the Board considers it to be a relevant guide to the performance of
the Group. The tax charge for the year before exceptional items and goodwill amortisation, calculated after adding back certain exceptional tax credits
of £nil (2003 £8.5m), is equivalent to 20% (2003 18%) of the profit before operating exceptional items, goodwill amortisation and loss on disposal of
businesses.
Profit before tax Earnings
2004 2003 2004 2003
£m £m p/share p/share
Profit/earnings 22.0 20.9 8.7 16.8
Operating exceptional items – 5.9 – 3.4
Goodwill amortisation 11.3 10.6 7.7 7.5
Loss on disposal of businesses 13.8 – 9.5 –
Exceptional tax credits – – – (6.1)
Profit/earnings before exceptional items and goodwill amortisation 47.1 37.4 25.9 21.6
8 Directors
2004 2003
£000 £000
Emoluments 
Fees 172 163
Salaries and benefits 1,187 1,090
Pension contributions 233 141
Performance incentive awards
Bonuses 724 697
2,316 2,091
Aggregate notional and other gains on the exercise of share options by directors have been disclosed in the Directors’ remuneration report on 
page 33. The Laird Group PLC
49
Notes to the accounts
note
9 Employees
2004 2003
Number Number
Average number of Group employees
Laird T echnologies 2,323 1,478
Laird Security Systems 2,437 2,153
4,760 3,631
Discontinued 478 513
5,238 4,144
The total number of Group employees at 31 December 2004 was 8,375.
£m £m
Employee costs
Wages and salaries 88.1 79.5
Social security costs 8.0 6.6
Other pension costs 4.1 3.6
100.2 89.7
Pension schemes
The Group operates a number of pension schemes of both the defined benefit and defined contribution types.
Approximately 650 (2003 700) employees are members of seven different defined benefit schemes and these schemes have approximately 1,800
(2003 1,900) deferred and current pensioners. The employer contributions made to these schemes during the year was £2.1m (2003 £2.1m). The
assets are held in separate trustee administered funds. Pension costs are assessed by independent actuaries, full actuarial valuations being made
every three years using either the projected unit or attained age methods. The most recent actuarial valuations were made between December 2001
and April 2004.
The Group has changed its accounting policy for pensions during 2004 by fully adopting FRS 17 ‘Retirement Benefits’. Accordingly comparative
figures have been restated for both the Group and the Company. This change has resulted in a prior year adjustment to equity shareholders’ funds of
the Group by the net deficit (after a deferred tax credit) of £7.0m (Company, net deficit of £1.7m). The Group profit and loss account for the year
ending 31 December 2003 is unaffected by the adoption of FRS 17.
The total assessed value of the schemes’ assets at 31 December 2004 at their market value is estimated at £64m (2003 £61m) and the liabilities
estimated at £79m (2003 £71m). The resultant aggregate net pension liability under FRS 17 is £15m (2003 £10m), which resulted in a decrease in
the Group’s reserves of £13m (2003 £9m), being the £15m (2003 £10m) net pension liability offset by £2m (2003 £1m) of related deferred tax.
Since last year equity markets have risen, however this increase has not been sufficient to offset reductions in corporate bond yields and higher
longevity assumptions for the schemes’ members which impact upon the value of discounted liabilities, resulting in a higher aggregate net 
pension liability.
The market value of the schemes’ assets, the present value of the schemes’ liabilities and the net pension liability under FRS 17 at 31 December were
as follows:
Group 2004 2003
(restated)
£m £m
Annuities 10.4 11.1
Equities 34.8 31.3
Gilts and bonds 17.2 16.0
Other including cash 2.2 2.8
T otal market value of assets 64.6 61.2
Present value of scheme liabilities (79.4) (71.1)
Deficit in the schemes (14.8) (9.9)
Related deferred tax asset 1.9 1.4
Net pension liability (12.9) (8.5) The Laird Group PLC
50
Notes to the accounts
note
9 Employees (continued)
Company 2004 2003
(restated)
£m £m
Annuities 5.5 5.9
Equities 5.0 4.5
Gilts and bonds 3.8 3.1
Other including cash 0.5 1.4
T otal market value of assets 14.8 14.9
Present value of scheme liabilities (20.6) (18.1)
Deficit in the schemes (5.8) (3.2)
Related deferred tax asset 0.9 0.5
Net pension liability (4.9) (2.7)
There are minor variations in the assumptions used by the different actuaries employed to value the separate schemes. The expected long term rates
of return on gilts and bonds are estimated at 4.6% per annum (2003 4.8%) and those for equities at 8.2% per annum (2003 8.5%). The returns on the
annuities match the relevant liabilities.
For FRS 17 the schemes’ liabilities have mainly been calculated under the projected unit method and the main financial assumptions were inflation of
2.7% per annum (2003 2.7%), salary increases of 3.7% per annum (2003 3.7%) and a discount rate for liabilities of 5.4% per annum (2003 5.6%).
Some of the schemes provide pensions with increases linked to the cost of living, but the majority of pensions in payment and deferred pensions 
have no guaranteed increases.
Analysis of the defined benefit cost for the year ended 31 December :
2004 2003
(restated)
£m £m
Current service cost 2.1 2.1
Past service cost – –
Gain on settlements or curtailments (1.3) –
T otal charge to operating profit 0.8 2.1
Expected return on pension investments (4.0) (3.7)
Interest on pension liabilities 4.0 3.7
T otal credit to other finance income – –
T otal charge to profit and loss account before deduction of tax 0.8 2.1
Analysis of the amount recognised in the Statement of total recognised gains and losses (“STRGL”):
2004 2003
(restated)
%£m %£m
Actual return less expected return on pension scheme assets – 0.9
% of Plan assets at 31 December 0 1
Experience loss on Plan liabilities (0.2) (0.8)
% of Plan liabilities at 31 December 0 1
Loss on change of assumptions (5.9) (1.4)
% of Plan liabilities 8 2
T otal actuarial loss recognised in STRGL (6.1) (1.3)
% of Plan liabilities at 31 December 8 2 51
Notes to the accounts
note
9 Employees (continued)
Analysis of movements in the deficit during the year:
2004 2003
(restated)
£m £m
Deficit at 1 January (9.9) (8.6)
Current service cost (2.1) (2.1)
Contributions 2.1 2.2
Past service cost – –
Settlement/curtailment gain 1.3 –
Other finance income – –
Actuarial loss (6.1) (1.3)
Other (0.1) (0.1)
Deficit at 31 December (14.8) (9.9)
10 Net cash inflow from operating activities
2004 2003
£m £m
Operating profit 41.4 24.9
Depreciation and write down of fixed assets 11.4 12.8
Profit on disposal of fixed assets (0.4) –
Goodwill amortisation 11.3 10.6
Pension liabilities (1.2) 0.1
Changes in working capital
Stocks (14.4) 2.4
Debtors (8.2) (6.0)
Creditors and provisions 6.8 11.0
(15.8) 7.4
Net cash inflow from operating activities 46.7 55.8
11 Net cash outflow on acquisitions and disposals
2004 2003
£m £m
Acquisition of businesses
Consideration:
Cash consideration (85.4) (17.5)
Net cash acquired 5.4 0.6
Net cash outflow on acquisition of businesses (80.0) (16.9)
Borrowings acquired (18.9) (4.5)
Disposal of businesses
Consideration:
Net cash consideration 32.9 (2.6)
Net cash disposed of (0.4) –
Net cash inflow/(outflow) on disposal of businesses 32.5 (2.6)
Net cash outflow on acquisitions and disposals
Acquisitions made during the year (80.0) (16.9)
Deferred consideration (10.9) (1.3)
Disposal of businesses 32.5 (2.6)
Net cash outflow on acquisitions and disposals (58.4) (20.8)
The Laird Group PLC The Laird Group PLC
52
Notes to the accounts
note
12 Analysis of other cash flow items
2004 2003
£m £m
Returns on investments and servicing of finance
Interest received 0.6 1.7
Interest paid (5.6) (5.6)
(5.0) (3.9)
Capital expenditure less disposals
Purchase of tangible fixed assets (17.9) (13.0)
Disposal of tangible fixed assets 2.3 0.4
(15.6) (12.6)
Management of liquid resources
Decrease in short term deposits with banks 14.9 27.2
Financing
Issue of ordinary shares 1.5 0.6
Increase/(decrease) in borrowings 34.0 (39.6)
35.5 (39.0)
13 Analysis of movements in net borrowings
At At 31
1 January Cash Non-cash Exchange December
2004 flow Acquisitions changes differences 2004
£m £m £m £m £m £m
Cash at bank 37.3 (14.4) – – (0.7) 22.2
Overdrafts (2.0) 0.1 – – 0.3 (1.6)
Loans due within one year (21.8) 26.2 (7.0) (3.0) 0.9 (4.7)
Loans due after more than one year (73.3) (60.4) (11.2) 3.0 8.1 (133.8)
Finance leases (0.3) 0.3 (0.7) – – (0.7)
T otal (60.1) (48.2) (18.9) – 8.6 (118.6)
14 Intangible assets
£m
Goodwill
Cost
At 1 January 2004 215.1
Acquisition of businesses 138.3
Disposal of businesses (1.5)
Differences on exchange (15.8)
At 31 December 2004 336.1
Amortisation
At 1 January 2004 31.8
Provided during the year 11.3
Disposal of businesses (0.4)
Differences on exchange (2.0)
At 31 December 2004 40.7
Net book value at 31 December 2004 295.4
Net book value at 31 December 2003 183.3 53
Notes to the accounts
note
15 T angible assets
Land and Plant and
buildings machinery T otal
£m £m £m
Group
Cost or valuation
At 1 January 2004 18.3 110.2 128.5
Additions 6.1 10.7 16.8
New businesses 0.2 15.6 15.8
Disposals (2.5) (11.2) (13.7)
Differences on exchange (0.7) (4.6) (5.3)
At 31 December 2004 21.4 120.7 142.1
Accumulated depreciation
At 1 January 2004 3.7 63.1 66.8
Charge for year 0.6 10.8 11.4
Disposals (0.6) (8.1) (8.7)
Differences on exchange (0.4) (2.6) (3.0)
At 31 December 2004 3.3 63.2 66.5
Net book value at 31 December 2004 18.1 57.5 75.6
Net book value at 31 December 2003 14.6 47.1 61.7
2004 2003
£m £m
Net book value of land and buildings at cost or valuation:
Freehold property – at cost 9.6 4.5
– at valuation 6.7 8.3
16.3 12.8
Leasehold property at cost
50 years or more unexpired 0.7 0.6
Less than 50 years unexpired 1.1 1.2
18.1 14.6
Group freehold properties were revalued by the directors as at 31 December 1999 on an existing use basis after taking into account a report
prepared by independent property advisers. 
Company
The fixed assets of the Company at a cost of £0.5m (2003 £0.5m) and accumulated depreciation of £0.4m (2003 £0.4m) are included above.
There were additions of £nil and disposals of £nil during the year and depreciation in the year was £nil.
16 Future capital expenditure not provided in the accounts
2004 2003
£m £m
Contracts placed 1.7 1.1
The Laird Group PLC The Laird Group PLC
54
Notes to the accounts
note
17 Investments
2004 2003
£m £m
Company
Shares in subsidiary undertakings 452.0 322.7
Provisions (41.3) (41.3)
410.7 281.4
The principal subsidiary undertakings of The Laird Group PLC at 31 December 2004 are shown on page 63. The movements in the Company
investments in subsidiary undertakings totalled £129.3m.
Acquisition of businesses
2004 2004 2004 2003
Centurion* Others T otal T otal
£m £m £m £m
Net assets of businesses acquired at fair value, stated at 
rates of exchange at date of acquisition, were as follows:
Goodwill 116.6 23.5 140.1 27.6
T angible fixed assets 5.7 10.3 16.0 1.6
Other net assets, excluding net borrowings 2.8 5.2 8.0 0.7
125.1 39.0 164.1 29.9
Consideration:
Cash consideration (59.7) (27.2) (86.9) (17.5)
Deferred cash consideration (5.0) (9.5) (14.5) (8.5)
Cash acquired 5.5 – 5.5 0.6
Net cash outflow on purchase of businesses (59.2) (36.7) (95.9) (25.4)
Borrowings acquired (17.0) (2.3) (19.3) (4.5)
Non cash consideration (48.9) – (48.9) –
T otal consideration for acquisitions during the year (125.1) (39.0) (164.1) (29.9)
*Centurion Wireless T echnologies, Inc. and its subsidiary undertakings
The net cash consideration for Centurion on acquisition plus cash and borrowings acquired was £64.0m (US$115m) to which must be added
transaction costs, the assumption of certain liabilities amounting to a further £12.2m and a non cash consideration (shares issued) of £48.9m.
There were no material differences between book values and fair values of net assets of businesses acquired other than a £7.0m increase in taxation
liabilities. 
The unaudited results for Centurion for the 9 months to 30 September 2004 prior to its acquisition are summarised below:
£m
Turnover 68.4
Operating profit before exceptional items 8.4
Exceptional items (2.1)
Amortisation of intangibles (0.7)
Operating profit 5.6
Interest (1.8)
Profit on ordinary activities before taxation 3.8
Taxation (0.7)
Profit for the period 3.1 55
Notes to the accounts
note
17 Investments (continued)
Dividends of £1.3m on preferred shares were charged against the profit for the 9 months to 30 September 2004.
There were no other recognised gains or losses in the 9 months to 30 September 2004, other than the profit of £3.1m as disclosed.
The exceptional items charged in the period were in respect of bonuses paid and costs incurred in relation to the sale of Centurion Wireless
T echnologies, Inc., and its subsidiary undertakings to The Laird Group PLC.
In the year ended 31 December 2003, loss after tax of Centurion Wireless T echnologies, Inc., was £0.5m after operating exceptionals of £3.5m and
amortisation of intangibles of £3.5m.
The businesses of Centurion Wireless T echnologies, Inc., Laird Lifestyle Products Limited, Lindman Limited, Thermagon, Inc., and Advanced Metals,
Inc., were acquired during the year. 
18 Stocks
2004 2003
£m £m
Raw materials and consumables 24.0 13.6
Work in progress 6.2 4.5
Finished goods 27.2 30.5
57.4 48.6
19 Debtors
Group Company
2004 2003 2004 2003
£m £m £m £m
T rade debtors 68.3 59.4 – –
Amounts owed by subsidiary undertakings – – 243.1 222.3
Other debtors 9.2 12.7 – 3.5
Property assets held pending disposal – 1.3 – –
Prepayments and accrued income 4.9 2.0 1.4 0.8
T axation 2.6 3.2 2.4 1.8
85.0 78.6 246.9 228.4
of which the following are due after more than one year:
Amounts owed by subsidiary undertakings – – 194.9 214.0
Other debtors 0.7 1.3 – –
0.7 1.3 194.9 214.0
The Laird Group PLC The Laird Group PLC
56
Notes to the accounts
note
20 Borrowings
Group Company
2004 2003 2004 2003
£m £m £m £m
Due within one year:
Short term borrowings 1.8 18.7 1.7 18.3
Bank overdrafts 1.6 2.0 2.2 2.3
US Private Placement loans 2005/2006 2.9 3.1 – –
Obligations under finance leases 0.2 0.2 – –
6.5 24.0 3.9 20.6
Due after more than one year:
US Private Placement loans 2005/2006 2.9 6.2 – –
US Private Placement loans 2008/2014 26.0 27.9 – –
US Private Placement loans 2014/2016 72.9 – 72.9 –
Other term loans 32.0 39.2 31.8 25.1
Obligations under finance leases 0.5 0.1 – –
134.3 73.4 104.7 25.1
T otal borrowings 140.8 97.4 108.6 45.7
Group Company
2004 2003 2004 2003
£m £m £m £m
Borrowings are repayable as follows:
Within one year
Bank 3.4 20.7 3.9 20.6
Other 2.9 3.1 – –
Finance leases 0.2 0.2 – –
Between one and two years
Bank – 0.1 – –
Other 2.9 3.1 – –
Finance leases 0.2 0.1 – –
Between two and five years
Bank 32.0 39.0 31.8 25.1
Other 6.5 10.1 – –
Finance leases 0.3 – – –
In five years or more
Bank – 0.1 – –
Other 92.4 20.9 72.9 –
T otal borrowings 140.8 97.4 108.6 45.7
Notes
(a) Group borrowings included £0.2m (2003 £0.4m) secured on the assets of certain subsidiary undertakings. Company borrowings are unsecured.
(b) Group bank overdrafts are stated after applying bank account offset agreements.
(c) US Private Placement loans, arising from private placements of debt with US insurance companies, comprise Senior Notes of $11m repayable
between 2005 and 2006 at a fixed rate of interest of 9.55%, $50m repayable between 2008 and 2014 at an average fixed rate of interest of
7.42% and $140m repayable between 2014 and 2016 at an average fixed rate of interest of 5.64%.
(d) The Company had committed bilateral bank loan facilities of £155m which were underwritten in excess of three years. Drawings by Group
companies under these facilities were £32.5m (2003 £53.7m).  57
Notes to the accounts
note
21 Financial instruments
Interest rate and currency profile
The Group’s policy is to maintain an appropriate balance between variable and fixed interest rate borrowings. Interest rate swaps and similar instruments
are used generally to fix interest costs. During the year $70.0m (£36.5m) of US Private Placement loans were swapped from fixed rates to variable for a
five year term.
Financial liabilities
The interest rate and currency profile of the financial liabilities of the Group is set out below:
As at 31 December 2004
At fixed interest rates
Weighted
At fixed At floating No  average Weighted
interest interest interest interest average
rates rates payable T otal rate period
£m £m £m £m % Y ears
Sterling – 11.7 7.9 19.6 – –
US Dollar 104.7 16.2 8.7 129.6 6.4 9.2
Euro – 0.2 0.2 0.4 – –
Other – 8.0 – 8.0 – –
T otal 104.7 36.1 16.8 157.6 6.4 9.2
As at 31 December 2003
At fixed interest rates
Weighted
At fixed At floating No  average Weighted
interest interest interest interest average
rates rates payable T otal rate period
£m £m £m £m % Y ears
Sterling – 1.2 5.8 7.0 – –
US Dollar 37.2 31.6 1.7 70.5 8.0 6.8
Euro – 23.5 1.1 24.6 – –
Other – 3.9 – 3.9 – –
T otal 37.2 60.2 8.6 106.0 8.0 6.8
Floating rate financial liabilities mainly comprise bank borrowings and overdrafts bearing interest at commercial rates.
The financial liabilities of the Group comprised:
2004 2003
£m £m
T otal borrowings 140.8 97.4
Other creditors due after more than one year 7.4 1.0
Provisions for liabilities and charges 9.4 7.6
157.6 106.0
The Laird Group PLC The Laird Group PLC
58
Notes to the accounts
note
21 Financial instruments (continued)
Financial assets
The interest rate and currency profile of the financial assets of the Group is set out below:
As at 31 December 2004
At floating
interest No interest
rates receivable T otal
£m £m £m
Sterling 2.2 – 2.2
US Dollar 7.4 0.4 7.8
Euro 1.4 – 1.4
Other 11.2 0.3 11.5
T otal 22.2 0.7 22.9
As at 31 December 2003
At floating
interest No interest
rates receivable T otal
£m £m £m
Sterling 26.9 0.1 27.0
US Dollar 3.0 1.1 4.1
Euro 4.5 – 4.5
Other 2.9 0.1 3.0
T otal 37.3 1.3 38.6
Floating rate financial assets attract interest at relevant short term rates.
The financial assets of the Group comprised:
2004 2003
£m £m
Cash and deposits 22.2 37.3
Debtors due after more than one year 0.7 1.3
22.9 38.6
Currency exposures
A substantial proportion of the Group’s turnover is generated by overseas operations. Currency exposure is largely on translation as the value of cross
currency transactions is limited with most of the transactions in local currency. The Group’s policy is for subsidiaries to take out forward foreign
exchange contracts to cover their net transaction exposures to foreign currencies. Balance sheet translation exposures are partly hedged by funding
overseas subsidiaries with local currency borrowings.
The Group does not have any significant transactional currency exposures on financial assets and liabilities on which net currency gains and losses
would be recognised in the profit and loss account.
Maturity of financial liabilities
2004 2003
£m £m
In one year or less 15.9 25.2
Between years one and two 10.5 10.1
In years three to five 38.8 49.7
In more than five years 92.4 21.0
157.6 106.0 59
Notes to the accounts
note
21 Financial instruments (continued)
Undrawn committed borrowing facilities
The Group’s financial policy is to maintain committed borrowing facilities, which provide substantial headroom over and above its day to day
borrowing requirements. 
The undrawn committed facilities available at 31 December were as follows:
2004 2003
£m £m
Expiring in year one – 0.2
Expiring in more than four years 122.5 101.1
122.5 101.3
Fair value of financial instruments
The US Private Placement loans with a book value of £104.7m have an estimated fair value of £108.2m which has been calculated by discounting
cash flows at prevailing coupon rates as at 31 December 2004.
There are no material differences between fair value and book value on any of the other financial instruments.
22 Operating lease commitments
2004 2003
Land and Land and
buildings Other buildings Other
£m £m £m £m
The Group had annual commitments under non–cancellable 
operating leases which expire as follows:
Within one year 0.9 0.4 1.2 0.2
Between one and five years 1.9 1.1 3.5 0.7
In five years or more 1.7 0.2 2.0 –
4.5 1.7 6.7 0.9
23 Other creditors
Group Company
2004 2003 2004 2003
£m £m £m £m
Due within one year:
T rade creditors 49.6 42.6 – –
T axation 2.9 3.4 0.3 –
Social security costs 2.1 0.9 0.5 –
Dividend payable 9.6 8.0 9.6 8.0
Other creditors 20.8 23.1 2.6 8.3
Accruals and deferred income 16.5 12.2 6.2 3.7
101.5 90.2 19.2 20.0
Due after more than one year:
Amounts owed to subsidiary undertakings – – 214.7 184.3
T axation 13.3 7.0 – –
Other creditors 1.2 1.0 – –
Accruals and deferred income 6.2 – – –
20.7 8.0 214.7 184.3
The Laird Group PLC The Laird Group PLC
60
Notes to the accounts
note
24 Deferred taxation
Group Company
2004 2003 2004 2003
£m £m £m £m
The main components of the deferred tax provisions, included
within provisions for liabilities and charges, are as follows:
Accelerated capital allowances 6.9 6.0 – –
T ax losses carried forward (0.1) (2.0) – –
Chargeable gains 3.7 3.5 3.7 3.5
Other timing differences (3.0) (3.5) – 0.3
7.5 4.0 3.7 3.8
Movements during the year were:
Group Company
£m £m
At 1 January 2004 4.0 3.8
Provided in the year 3.4 –
Released in the year (0.1) (0.1)
New businesses 0.4 –
Differences on exchange (0.2) –
At 31 December 2004 7.5 3.7
Deferred tax in respect of pension liabilities is disclosed in Note 9.
25 Provisions for liabilities and charges
Group
Deferred tax Other T otal
£m £m £m
At 1 January 2004 (restated) 4.0 7.6 11.6
Provided 3.4 1.5 4.9
Utilised/released (0.1) (2.2) (2.3)
New businesses 0.4 2.6 3.0
Differences on exchange (0.2) (0.1) (0.3)
At 31 December 2004 7.5 9.4 16.9
Other provisions carried forward at 31 December 2004 include £7.1m in respect of potential warranty and other claims arising from the disposal of
businesses.
Company
Deferred tax Other T otal
£m £m £m
At 1 January 2004 (restated) 3.8 – 3.8
Provided – 1.5 1.5
Released (0.1) – (0.1)
At 31 December 2004 3.7 1.5 5.2 61
Notes to the accounts
note
26 Share capital
2004 2003
£m £m
Ordinary shares of 25p each
Authorised 50.0 50.0
Issued and fully paid 39.5 35.8
During the year the issued share capital was increased by the issue of 14,755,565 ordinary shares with a nominal value of £3,688,891 for a
consideration of £49,278,035. 13,903,914 ordinary shares were issued as part consideration for the acquisition of Centurion Wireless T echnologies,
Inc., with a value of £47,794,704 and 851,651 ordinary shares were issued under the Company’s 1994 executive share option scheme for a
consideration of £1,483,331. 157,927,259 ordinary shares of 25p each were in issue at the year end.
At 31 December 2004 options to subscribe for 4,336,573 ordinary shares at prices between 143.5p and 456.5p were outstanding under the
Company’s executive share option schemes. Options outstanding under the schemes are held by 36 individuals and are exercisable at various times
up to 13 March 2014. No further options have been granted since the year end.
27 Investment in own shares
2004 2003
£m £m
Group and Company
Own shares held by ESOP 2.9 2.9
The investment in own shares is held by the Company ESOP T rust as described on page 34. At 31 December 2004 the T rust held 1,015,000
shares of which 913,700 shares relate to the Long T erm Incentive Plan with the balance being unallocated shares. The shares held by the T rust had
a total market value at that date of £3.3m (2003 £2.9m).
28 Movements on reserves
Profit
Revaluation and loss
reserve account
£m £m
Group
At 1 January 2004 as previously stated 2.4 58.9
Prior year adjustment – on implementation of FRS 17 (Pensions) – (7.0)
At 1 January 2004 as restated 2.4 51.9
Loss for the year – (1.9)
Recognition of pensions deficit – (6.1)
Deferred tax on pensions deficit – 0.9
Exchange movements – (12.1)
T ax on exchange differences – 1.4
Long T erm Incentive Plan allocation – 0.1
T ransfer between reserves (0.7) 0.7
Goodwill written back – 17.4
At 31 December 2004 1.7 52.3
The cumulative amount of goodwill set off against reserves at 31 December 2004 is £62.5m of which £55.5m has extinguished a special reserve
and £7.0m has been set off against the profit and loss account.
Company
A loss after taxation of £5.6m (2003 £1.3m profit) has been dealt with in the accounts of the Company after debiting exchange losses of £4.6m
(2003 £5.7m) and crediting dividends from subsidiary undertakings of £6.5m (2003 £7.8m). The special reserve of £55.5m was created by a
transfer from the share premium account under High Court Sanction in December 1989. No profit and loss account is presented for the Company
as permitted by section 230 of the Companies Act 1985.
The Laird Group PLC The Laird Group PLC
62
Notes to the accounts
note
29 Contingent liabilities
At 31 December 2004 the Company had contingent liabilities as follows:
(a) guarantees in respect of US Private Placement loans of £31.8m (2003 £37.2m) and other borrowings of subsidiary undertakings under the
Company’s bilateral loan facilities of £nil (2003 £13.8m); and
(b) guarantees relating to the performance of contracts of subsidiary undertakings.
There are legal claims against the Company or its subsidiary undertakings but none where the Board takes the view that it is likely that damages will
be awarded against the Group which would have a materially adverse effect on its financial position.  
Certain subsidiary undertakings had contingent liabilities at 31 December 2004 in respect of hire of plant under leasing contracts. 63
The Laird Group PLC
Principal subsidiaries
The following were the principal subsidiary undertakings at 31 December 2004. All subsidiary undertakings are wholly owned and operate principally in the
country of incorporation or registration unless stated otherwise. The list excludes (under the provisions of section 231 of the Companies Act 1985) certain
subsidiary undertakings which do not materially affect the accounts.
Country of incorporation
Name of company or registration Nature of business
Laird T echnologies
AMC Centurion AB* Sweden Antennae and power products
AMC Centurion (Beijing) Co. Ltd.* China Antennae and power products
APM, Inc.* USA EMI shielding
BMI, Inc.* USA EMI shielding
Centurion Electronics (Shanghai) Ltd.* China Antennae and power products
Centurion Wireless T echnologies, Inc.* USA Antennae and power products
Centurion Wireless Components (M) SDN. BHD* Malaysia Antennae and power products
Laird T echnologies GmbH.* Germany EMI shielding
Laird T echnologies, Inc.* USA EMI shielding
Laird T echnologies Japan, Inc.* Japan EMI shielding
Laird T echnologies Korea Y .H.* Korea EMI shielding
Laird T echnologies (Shanghai) Limited* China EMI shielding
Laird T echnologies Limited* England EMI and thermal shielding
Laird T echnologies S.A.S.* France EMI shielding
Laird T echnologies (SEA) PTE Ltd.* Singapore EMI shielding
Laird T echnologies (Shenzhen) Limited China EMI shielding
Laird T echnologies S.R.O.* Czech Republic EMI shielding
Laird T echnologies T aiwan, Inc.* T aiwan EMI shielding
Nippon RFI Shielding Co. Limited* Japan EMI shielding
Orcus T echnologies, Inc.* USA Thermal shielding
R&F Products, Inc.* USA EMI shielding
Tianjin Laird T echnologies Limited China EMI shielding
Thermagon, Inc.* USA Thermal shielding
Laird Security Systems
Amesbury Group, Inc.* USA Building seals
Amesbury Group – Plastics Proﬁles, Inc.* USA Window components
Balance Systems, Inc.* USA Window components
Caledonian Lock & Safe Co. Limited Scotland Security systems
ERA Products Ltd. England Security locks and hinges
EWS (Manufacturing) Ltd.* England Window components
Fastek Products, Inc.* USA Window components
Intron Limited (“Homesafe”) England Composite doors
Laird Lifestyle Products Limited England Conservatories and doors
Laird Security Hardware Ltd. England Window components
Laird Security Systems (Ningbo) Limited* China Window components
Lindman Limited* England Composite doors
Linear Ltd. England Building seals
Permacell Finesse Ltd. England Window systems
Sash Controls, Inc.* USA Window components
Ventrolla Ltd. England Weather seal installation
*Held by a subsidiary undertaking 64
The Laird Group PLC
Five year summary
T rading results 2004 2003 2002 2001 2000
£m £m £m £m £m
T urnover
– continuing operations 376.1 301.1 288.3 290.8 248.1
– discontinued operations 91.9 127.7 205.0 290.6 848.5
468.0 428.8 493.3 581.4 1,096.6
Operating proﬁt
– continuing operations
before exceptional items and 
goodwill amortisation 49.5 37.4 32.5 29.1 29.8
exceptional items – (6.2) (5.8) (1.5) –
goodwill amortisation (11.2) (10.5) (10.5) (10.3) (4.0)
38.3 20.7 16.2 17.3 25.8
– discontinued operations 3.1 4.2 (6.9) (3.1) 26.1
41.4 24.9 9.3 14.2 51.9
Loss on disposal of businesses (13.8) – (58.8) – (52.7)
Proﬁt/(loss) before interest and tax 27.6 24.9 (49.5) 14.2 (0.8)
Interest and ﬁnance charges (5.6) (4.0) (4.9) (6.0) (12.1)
Proﬁt/(loss) before tax 22.0 20.9 (54.4) 8.2 (12.9)
T axation (9.4) 2.9 (5.8) (5.5) (18.7)
Proﬁt/(loss) for the year 12.6 23.8 (60.2) 2.7 (31.6)
Dividends (14.5) (12.3) (11.9) (15.8) (23.5)
Retained proﬁt/(loss) (1.9) 11.5 (72.1) (13.1) (55.1)
Net assets
Fixed assets 371.0 245.0 244.0 305.5 303.9
Cash less short term borrowings 15.7 13.3 66.5 68.2 230.4
Other net current assets 40.9 37.0 46.7 53.7 41.6
T otal assets less current liabilities 427.6 295.3 357.2 427.4 575.9
Borrowings (due after more than 1 year) (134.3) (73.4) (133.1) (134.9) (278.3)
Other non-current liabilities/provisions (50.5) (28.1) (24.2) (34.1) (20.4)
242.8 193.8 199.9 258.4 277.2
Ordinary share capital 39.5 35.8 35.7 35.7 35.7
Reserves*** 203.3 158.0 164.2 222.7 241.5
Shareholders’ funds 242.8 193.8 199.9 258.4 277.2
Key statistics
Proﬁt before tax* 47.1 37.4 29.4 25.2 56.5
Earnings per share* 25.9p 21.6p 15.8p 12.7p 26.5p
Proﬁt before tax from continuing operations* 45.0 34.8 29.5 25.5 29.1
Earnings per share from continuing operations* 24.7p 20.1p 15.9p 12.8p 13.8p**
Earnings per share 8.7p 16.8p (42.5)p 1.9p (22.2)p
Dividends per share 9.2p 8.6p 8.3p 11.1p 16.5p
Dividend cover 0.9 1.9 – 0.2 –
Dividend cover from continuing operations* 2.7 2.3 1.9 1.2 0.8
* before exceptional items and goodwill amortisation
** not restated to take into account FRS 19 (Deferred tax)
*** after deducting investment in own shares in 2003 and 2002 only
2000 to 2002 have not been restated to take into account FRS 17 (Pensions) 65
The Laird Group PLC
Shareholder information
Financial calendar Dividend bank mandates
31 December 2004 Financial year end Should you wish dividends to be paid directly
15 March 2005 Announcement of results into a bank or building society account and
13 May 2005 Annual General Meeting notiﬁcation to be sent to your shareholder register
6 May 2005 Record date for ﬁnal dividend address, please contact the Company’s Registrar,
3 June 2005 Payment of ﬁnal dividend Lloyds TSB Registrars, for a dividend mandate form.
September 2005 Announcement of half year results
November 2005 Normal record date for interim dividend
December 2005 Normal payment date for interim dividend
31 December 2005 Financial year end
Administrative enquiries Advisers
Administrative enquiries concerning shareholdings in Stockbrokers
The Laird Group PLC, such as the loss of a share JPMorgan Cazenove Limited
certiﬁcate, dividend payments, or a change of 
address should be directed, in the ﬁrst instance, to Financial advisers 
the Registrar whose address is: Lazard & Co., Limited
N M Rothschild & Sons Limited
Lloyds TSB Registrars
The Causeway, Principal bankers
Worthing, West Sussex BN99 6DA HSBC Bank plc
T elephone 0870 600 3970
T elephone (overseas) +44 121 415 7047 Principal lawyers
www.shareview.co.uk Ashurst
Pinsent Masons
Correspondence should refer to The Laird Group Proskauer Rose LLP
Public Limited Company and state clearly the
registered name and address of the shareholder.
Please notify the Registrar promptly of any change of address.
Analysis of shareholders as at 31 December 2004
Number Total
Size of shareholding of holders % of total holding % of total
Up to 5,000 shares 3,810 87.5 3,536,284 2.2
5,001 to 50,000 shares 329 7.6 5,011,867 3.2
50,001 to 200,000 shares 106 2.4 11,154,782 7.1
Over 200,000 shares 108 2.5 138,224,326 87.5
T otal 4,353 100.0 157,927,259 100.0 Laird is a leading global electronics and security systems group
currently employing approximately 8,500 people in operations in
North America, Europe and across Asia.
Laird can trace its origins back to the 1800s as a shipbuilder. One of
its early achievements was the manufacture of the ﬁrst ironclad ship
to sail in US waters, and the Group was a builder of warships for the
British Navy. During the next 100 years Laird’s principal activities
remained focused on the heavy engineering industry, including
shipbuilding, aircraft manufacturing, steel production and the
manufacture of mass transit railway carriages and equipment.
With the arrival of the 1970s Laird sets a new course into
businesses with prospects of growth by commencing the divestment
of its major heavy engineering activities. In the early 1980s Laird
develops its focus on the automotive industry in Continental Europe
and on the service and distribution industries, through the acquisition
of Fullarton Computer Industries and the establishment of its North
American plastics distribution business.
In the mid 1980s Laird establishes its Security Systems division,
which rapidly expands to supply a comprehensive range of security
hardware products for the residential building and home improvement
markets. In the mid 1990s Laird creates an electronics business as
a spin-off from its sealing business, growing it rapidly both
geographically and by acquisition.
Laird embraces the new Millennium by beginning to focus on
specialist markets where its businesses can hold leading positions
and seek opportunities for proﬁtable growth. The automotive activities
are divested in 2000 and Laird acquires Instrument Specialties in the
ﬁrst step of what will become a very successful acquisition
programme to strengthen its interests in the electromagnetic shielding
industry. In 2001 R&F Products, a leading supplier of EMI absorber
products mainly to the military market, is acquired.
The focusing of Laird is advanced by the decision to divest of its
Fullarton computer assembly activity in 2002, as its market becomes
subject to increasing competitive pressure and over-capacity. BMI is
acquired in a further step to strengthen the electronics division, and
broaden its product range.
Laird’s acquisition programme accelerates in 2003 with the purchase
of US-based Orcus Inc, Korea-based Magnes Corporation and
Warth Limited in the UK and Japan, allowing Laird to establish itself
ﬁrmly as the global market leader in EMI shielding and to begin to
build a presence in the thermal management industry. Laird enters
the high growth composite door market with the acquisition of Intron,
allowing the Group to bring a unique and fully integrated solution to
the market and to achieve synergistic beneﬁts through the use of
Laird Security Systems’ door hardware. 
The focusing of Laird to its two core divisions is completed with the
divestment of Laird Plastics in 2004. The acquisition of Lindman
Group Limited, a manufacturer of high speciﬁcation composite
entrance doors, follows that of Intron in 2003, enabling Laird Security
Systems to offer a wider range of products and support services via
two strong brands. In September Laird acquires Home Doors (GB)
and Houseproud and upon integrating these businesses Laird
becomes the UK market leader in the supply of doors, windows and
affordable conservatories to the DIY retail market. Laird T echnologies’
success as a thermal management provider is secured by the
acquisition of Thermagon, Inc and Laird enters the antennae market
in October with the acquisition of the market-leader, Centurion
Wireless T echnologies, thereby becoming a leading integrated
supplier in the growth market for mobile communication technologies.
Today Laird is structured into two core business divisions, Laird
T echnologies and Laird Security Systems, both of which enjoy
leading positions in their chosen markets. Laird’s increasing presence
in the growing markets of Asia and Central Europe provides proximity
to its customers as well as a lower-cost supply base. Laird is
committed to creating value for its shareholders through a partnership
of customers, employees and suppliers, as well as maintaining high
environmental and ethical standards in the countries in which it
operates. With its global presence and a competitive edge through
innovation, technical expertise, customer service and low cost
manufacturing, Laird is well-equipped to compete in the third
Millennium and faces the future with conﬁdence.
The Laird Group – 
A history 
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66
The Laird Group PLC Contents
01 Financial highlights
05 Chairman’s statement
06 Chief Executive’s review
18 Finance Director’s report
20 Board of Directors
22 Directors’ report
25 Corporate governance report
28 Corporate social responsibility
30 Directors’ remuneration report
36 Directors’ responsibilities
37 Independent auditors’ report
38 Group profit and loss account
39 Group cash flow statement
40 Group balance sheet
41 Statement of total recognised gains and losses
42 Company balance sheet
43 Accounting policies
45 Notes to the accounts
63 Principal subsidiaries
64 Five year summary
65 Shareholder information
66 The Laird Group – A history The Laird Group PLC Annual Report and Accounts 2004
The Laird Group PLC
3 St. James's Square
London SW1Y 4JU
(020) 7468 4040
www.laird-plc.com
The Laird Group PLC
Annual Report 
and Accounts 2004