annual report 2004
UMECO annual report 2004
UMECO
UMECO plc, Concorde House, 24 Warwick New Road, Leamington Spa, Warwickshire CV32 5JG
Telephone: 01926 331800  Facsimile: 01926 312680  Website: www.umeco.com Registered number: 148635 UMECO
annual report 2004
Contents
Financial Highlights 1
Chairman’s Statement 2
Chief Executive’s Review 4
Finance Director’s Review 8
Directors & Executives 10
Directors’ Report 13
Consolidated Profit and Loss Account 15
Balance Sheet 16
Consolidated Cash Flow Statement 17
Statement of Total Recognised 
Gains and Losses 18
Reconciliation of Movements in
Shareholders’ Funds 18
Accounting Policies 19
Notes to the Financial Statements 21
Corporate Governance 38
Directors’ Remuneration Report 40
Statement of Directors’ Responsibilities 45
Report of the Auditors 46
List of Principal Businesses 47
Notice of Annual General Meeting 50
UMECO is a leading international
provider of value-added
distribution services and
composite materials to the
aerospace and defence industries
September 2003 
New contract to supply aerospace chemicals to 
Lufthansa Technik AG announced
Rolls-Royce plc
BAE SYSTEMS plc
British Airways plc
Lockheed Martin
Boeing
US Department of Defense
Bombardier Aerospace
Goodrich Aerospace
McLaren International
Lufthansa Technik AG
Time line
January 2004 
Major new contract to supply components to 
Bombardier Aerospace announced
February 2004 
Acquisition of 80 per cent of Tailored 
Logistics Corporation completed
Boeing 7E7
High composite material content
Our customers include 1
UMECO
annual report 2004
Financial Highlights
00     01     02     03     04
Profit before tax*
(£m)
9.6
10.2
10.1
11.1
8.0
00     01     02     03     04
Earnings per share*
(p)
25.4
27.7
28.8
38.1
31.1
00     01     02     03     04
Operating profit*
(£m) 
00     01     02     03     04
Turnover 
(£m)
*before goodwill amortisation and exceptional items
10.5
11.3
12.4
13.8
9.0
184.5
181.1
191.0
165.0
96.1
Bombardier CRJ-700
Major new outsourcing contract announced
March 2004 
Proposed rights issue and acquisition of Advanced Composites Group announced
www.umeco.com
May 2004 
Acquisition of Advanced Composites
Group completed
May 2004 
Major extension of supply contracts with
Lockheed Martin announced
March 2004 
Extended banking facilities put in place
April 2004 
1 for 3 rights issue at 270p 96.7 per
cent taken up, raising £21.0 million net
00     01     02     03     04
Dividend per share 
(p)
12.5
12.5
12.0
12.0
10.5 Chairman‘s Statement
UMECO
annual report 2004
2
Results and dividend
I am pleased to report that UMECO has
continued to perform creditably over the past
year achieving underlying growth in turnover
and consistent profitability. This encouraging
operating performance should be measured
against a further reduction in the global civil
aviation market, particularly the fall in the build
of new aircraft of some 14 per cent in 2003.
Turnover was £184.5 million, an increase of
£3.4 million; at constant exchange rates the
increase would have been £5.9 million. 
Profit before tax, goodwill amortisation 
and exceptional items was £9.6 million 
(2003: £10.2 million) and is in line with the
forecast made on 19 March 2004 in respect of
the rights issue and acquisition of the Advanced
Composites Group. The reported result has
been adversely impacted by £0.9 million of
exchange rate effects compared to 2003. 
Earnings per share, before goodwill 
amortisation and exceptional items, were 25.4p
(2003: 27.7p). The Directors are proposing an
unchanged final dividend of 8.5p, making a
total for the year of 12.5p per ordinary share
(2003: 12.5p). The final dividend is payable on
13 August 2004 to shareholders on the register
on 16 July 2004 and will be payable on the
shares taken up in respect of the rights issue.
Strategic developments
In line with our previously reported strategy of
becoming the leading international provider of
value-added services primarily to the aerospace
and defence markets and advanced composite
materials, the Group has effected a number of
key initiatives during the year:
n In September a new contract to supply
aerospace chemicals to Lufthansa Technik 
AG was announced; this programme was
operational from November and made a
positive contribution to Group sales in the
second half of the year.
n January saw the announcement of a very
major contract to supply Bombardier
Aerospace with a wide range of small
components under a new long term
contract. Implementation of this contract is
already underway and, post implementation,
the annual value of materials to be supplied
to Bombardier is estimated at US$80 million. 
n In February UMECO acquired 80 per cent of
Tailored Logistics Corporation for an initial
consideration of US$8.2 million. The
company is based in Fort Wayne, Indiana,
and is a specialist supplier of kits of
components primarily to the US Department
of Defense.
n In May the £44.25 million acquisition of 
the Advanced Composites Group was
completed, part-funded by the £21.0 million
rights issue that was 96.7 per cent taken up
by investors. The company is a leading
international supplier of high performance
advanced composite materials to OEMs in
the motorsport & automotive, aerospace &
defence and other industries, with
operations in both the UK and US.
Brian McGowan
Chairman 3
UMECO
annual report 2004
Management and employees
On behalf of the Board I wish to express our
appreciation to all of our employees for their
continuing efforts in what has remained a 
very challenging market place. Our on-going
success in winning new business is a reflection
of the very high level of service we deliver to
our customers. 
Prospects
There are continuing signs of recovery in the
civil aerospace market and the US defence
market remains strong. These factors, together
with the expected contribution from the new
contracts we have secured and the acquisitions
we have made, give me considerable confidence
that our immediate and long term prospects will
be much enhanced from what has been
achieved in the past two years.
UMECO now has market leading positions in a
number of key segments and has plans in place
to develop further its international presence and
infrastructure to ensure we capitalise on the
expected growth in the global aerospace
market, and in demand for advanced composite
materials in the aerospace and other industries. 
In conclusion I look forward to seeing the
continued development of UMECO as a major
player in our chosen market places – we have
the vision and resources to deliver on this goal.
Brian McGowan, Chairman
2 June 2004
“Turnover was £184.5 million, an increase of 
£3.4 million; at constant exchange rates the 
increase would have been £5.9 million.”
Rolls-Royce Trent engine
Ulogistics service provider contract
extended Chief Executive‘s Review
UMECO
annual report 2004
4
Operations
Turnover for the year was £184.5 million 
(2003: £181.1 million) and includes a full year
contribution from Pattonair SAS (formerly
Titanox Aerospace) compared to three months
in the prior year, and a two month contribution
from Tailored Logistics Corporation. These two
transactions accounted for additional turnover 
of £2.8 million. Against this, adverse foreign
exchange rate movements, principally the
weakening US dollar against sterling, had the
effect of reducing reported turnover; at constant
exchange rates turnover would have been 
£2.5 million higher.
On a like for like basis turnover increased in the
year by 2 per cent; this was a considerable
achievement when seen in the context of the
continued fall in the civil aerospace market of
some 14 per cent. Underlying growth has been
achieved in a number of businesses and the
Group benefited from further additional volume
under our long term contract with Rolls-Royce
plc. However, the decision by BAE SYSTEMS to
suspend production on the Nimrod upgrade
programme had the effect of reducing sales in
the year by £2.1 million.
Operating profits, before goodwill amortisation
and exceptional items, at £10.5 million (2003:
£11.3 million) were adversely impacted by
foreign exchange rate movements amounting to 
£0.9 million. Tailored Logistics Corporation made
a positive contribution to operating profits
during the first two months of our ownership.
Operating profits referred to in this Review are
before goodwill amortisation and exceptional
items which provides a more consistent measure
of operating performance.
UMECO Components
Sales of £110.9 million (2003: £107.6 million);
Operating profits of £4.0 million (2003: 
£4.7 million).
UMECO Components is a leading international
provider of value-added distribution and supply
chain outsourcing services primarily to OEM
customers in the aerospace and defence
markets. Through its specialisation in the supply
of small components and its sophisticated
systems, significant cost and working capital
benefits can be facilitated for its expanding
customer base.
Like for like sales, based on constant exchange
rates, grew in the year by 3 per cent reflecting
the further growth from the contract with Rolls-
Royce plc which enjoyed considerable expansion
in its aftermarket business. Overall growth was
held back by BAE SYSTEMS’ suspension of the
Nimrod programme. The sales impact of the
new contract with Bombardier Aerospace was
immaterial in the period as implementation is 
not scheduled to commence until the new
financial year.
Clive Snowdon
Chief Executive
“Operating profits, before
goodwill amortisation 
and exceptional items, 
at £10.5 million 
(2003: £11.3 million) 
were adversely impacted 
by foreign exchange rate
movements amounting 
to £0.9 million.”
  5
UMECO
annual report 2004
Operating profits fell in the period primarily due
to on-going losses at Pattonair SAS in France
and a weaker performance by Pattonair in the
UK. Steps have been taken to restructure the
two businesses and to reduce their cost base.
This will entail the French business focusing on
sales and customer service activities with the UK
providing logistical support. In addition in the
UK a redundancy programme has been
implemented as a consequence of the suspension
of the Nimrod programme and the decision to
move responsibility for supporting Rolls-Royce in
Germany to Ulogistics. These actions, coupled
with some newly secured contracts, should lead
to a marked improvement in performance in the
new financial year. 
The award by Bombardier Aerospace in January
2004 of a major new outsourcing contract was
the outcome of over two years of extensive
negotiations and represents an important
breakthrough into the North American service
provision market. The contract covers the
customer’s facilities in Montreal, Toronto,
Wichita and Belfast and because of its size and
complexity will take up to 36 months to fully
implement. A fixed management fee will be
earned during the implementation period
followed by a variable fee based on the annual
value of the materials supplied. Implementation
is proceeding to plan at the current time and is
expected to have a positive impact on results
during the second half of the new financial year.
The contract is for an indefinite period subject
to commercial reviews every four years.
The acquisition of Tailored Logistics Corporation
in February 2004 considerably enhances
UMECO Components’ access to the growing US
defence market. The company will work closely
with Abscoa, UMECO Components’ other 
US based subsidiary, to ensure all opportunities
are successfully exploited. Tailored Logistics
Corporation made a positive contribution to
operating profits in our first two months of
ownership and is expected to make a significant
contribution in the new financial year.
Ulogistics continues to extend its activities with
Rolls-Royce plc and, from June 2004, will be
taking over the contract held by Pattonair to
supply components to Rolls-Royce’s operations
in Germany. The provision of further additional
services is being actively considered by both
parties at the current time.
Abscoa continues to trade successfully and has
recently secured a major extension to its
contracts with Lockheed Martin lasting until
2010. With the lease on its Fort Worth 
facility ending in 2004, Abscoa purchased an
adjacent freehold site during the year and has
contracted to build a new purpose built facility
that should be available for occupation in the
autumn of 2004.
Compstock, the UK based distributor of
electronic components, enjoyed a better year
and appointed a new managing director from
within the industry in late February 2004.
During the year under review UMECO
Components has prepared a detailed strategic
plan, the implementation of which is expected
to drive significant sales and profit growth over
the next three years as customer demand for
our outsourcing services increases and the civil
aerospace market recovers.
Lockheed Martin F-16
Extended supply contracts with Abscoa Chief Executive’s Review
UMECO
annual report 2004
6
UMECO Composites
Sales of £57.6 million (2003: £59.2 million);
Operating profits of £4.6 million (2003: 
£5.0 million).
To reflect the fact that over 75 per cent of sales
will be composite-based following the acquisition
of Advanced Composites Group, the division has
been renamed ‘UMECO Composites’.
A broad range of specialist chemical products
and composite materials is distributed, principally
to the international aerospace market. Other
markets served include motor sport, wind
energy and the plastic structures industry. 
A full range of outsourcing services is provided
to major customers.
Sales levels have remained broadly stable at
constant exchange rates. Operating profits are
modestly down primarily due to Richmond
Aircraft Products’ loss of the distribution rights
of one particular product line. 
Aeropia, working with a German partner,
successfully secured an important contract to
supply aerospace chemicals to Lufthansa Technik
in September 2003. A new subsidiary was
formed to manage this contract, Aeropia
Logistik GmbH, of which Aeropia owns 74.8 per
cent. The contract was successfully implemented
by November 2003 and is expected to make a
positive full year contribution in the new
financial year. Aeropia in the UK also won a
number of new supply contracts.
Aerovac in both the UK and France achieved
sales growth in the year reflecting the increased
use of composite materials in the aerospace
industry and a broadening of their product
range to include the design and manufacture of
high value moulds. During the year the facilities
of Aerovac in Toulouse were significantly
expanded to accommodate the expected further
growth of the business and the company has
recently taken delivery of a new autoclave
which will give it a unique capability to service
its growing customer base.
Richmond Aircraft Products grew its core
composites business during the year and
continues to invest in new equipment in order
to provide a broader range of services to its
customer base. The previously reported loss of
the distribution rights of the Rohacell product
range was a considerable disappointment for
the business, however plans are in place to
introduce an alternative product to the market
in the new financial year.
The acquisition of the Advanced Composites
Group in May 2004 represents an important
growth opportunity for UMECO Composites,
significantly increasing the Group’s existing
presence in the high growth, high margin
advanced composite materials market. 
Strategic plans to capitalise on the strengths of
its existing and new operations are already
being implemented.
60%
31%
9%
Group sales – year ended March 2004
Total Sales: £184.5m
UMECO Components 
UMECO Composites
UMECO Repair and overhaul  7
UMECO
annual report 2004
UMECO Repair and overhaul
Sales of £16.0 million (2003: £14.3 million);
Operating profits of £1.9 million (2003: 
£1.6 million).
UMECO Repair and overhaul comprises one
company, AEM, which is a leading European
independent overhauler providing maintenance
services for over 2,000 components over a
broad range of aircraft types.
The company has again achieved excellent
results with sales up by 12 per cent and
operating profits 22 per cent. This result was
helped by some one-off orders from overseas
customers which are not expected to recur in
the new financial year. The company continues
to expand its capabilities and opened a sales
office in Singapore during the year to support
its growing customer base in the rapidly
expanding Far East market.
Summary
Our core aerospace market remained very
challenging in the year under review with the
new build of civil aircraft falling by 14 per cent
and other programmes being postponed or
delayed. Against that background the Group
has performed well with sales growth having
been achieved, underlying profitability
maintained and good operating cash flows
having been generated.
The civil aerospace market is now showing signs
of recovery with increasing passenger numbers
being reported and the fall in the number of new
aircraft being built appears to have bottomed
out, with 2004 expected to remain the same as
for 2003. The medium term outlook is more
encouraging with the A380 entering service in
2006 and the new Boeing 7E7 in 2008. The fact
that Rolls-Royce has been selected as one of two
suppliers to provide engines for the latter is
excellent news for UMECO.
The US defence market, by far the largest in the
world, continues to grow and will be enhanced
by the on-going development and production of
the Joint Strike Fighter over the next decade. In
Europe the A400M transport aircraft is now in
development and goes into production in 2007.
We are particularly excited by the opportunities
provided by the acquisition of the Advanced
Composites Group, which gives the Group an
excellent strategic balance between two growth
activities: on the one hand, value-added
distribution services to the aerospace and
defence industries and, on the other, the high
margin advanced composites industry.
The combination of this and other strategic
developments detailed in the Chairman’s
Statement, expected growth from existing
contracts and the continued recovery in our
core market provides UMECO with excellent
growth prospects for the medium term. 
Clive Snowdon, Chief Executive
Airbus A380
Composite tooling development work
carried out at Aerovac France
“We are particularly excited by the opportunities provided
by the acquisition of the Advanced Composites Group.”
  UMECO
annual report 2004
8
Operating results
Sales for the year at £184.5 million were 2 per
cent above last year’s figure of £181.1 million.
At constant exchange rates the increase would
have been 3 per cent. Operating profits before
goodwill amortisation and exceptional items
were £10.5 million, some £0.8 million lower
than the previous year; the fall is primarily due
to the effects of adverse exchange rate
movements and the disappointing performance
at Pattonair in France and the UK.
Interest
Whilst year end debt is marginally above last
year, lower average net debt and lower interest
rates have resulted in a reduced interest charge
of £0.9 million compared with £1.1 million in
2003. Average interest rates payable in the year
were 3.9 per cent and average net debt was
£22.3 million compared with 4.3 per cent and
£26.7 million last year. Interest was covered 12
times by profit before goodwill amortisation and
exceptional items (2003: 10 times). 
Goodwill amortisation
Goodwill is written off over 20 years.
Amortisation of £2.1 million (2003: £2.2 million)
includes a full year charge for Pattonair SAS,
and a two month charge in respect of Tailored
Logistics Corporation. The charge has been
reduced by £0.1 million due to the effect of
currency translation.
Exceptional items
The Group incurred exceptional costs of 
£0.4 million relating to restructuring during the
year within UMECO Components and to
abortive acquisition costs. In the prior year there
was a net exceptional credit of £0.2 million
consisting of a gain of £0.4 million on the
disposal of surplus property offset by redundancy
and restructuring charges of £0.2 million.
Profit before tax
As a result of the lower operating profits and
interest charge, profit before tax, goodwill
amortisation and exceptional items was 
£9.6 million, some £0.5 million less than in the
prior year. The result has been adversely
impacted by £0.9 million of exchange rate
effects compared to 2003. Including goodwill
amortisation and exceptional items, profit
before tax was £7.0 million (2003: £8.1 million).
Tax
The tax charge on profit before goodwill
amortisation and exceptional items was 34.6
per cent (2003: 32.7 per cent). The higher rate
reflects the mix of profits earned in the US and
the impact of losses at Pattonair SAS in France. 
Earnings per share
Before goodwill amortisation and exceptional
items, basic earnings per share were 25.4p, 8 per
cent lower than last year due to the reduced level
of profitability and the higher rate of tax. Including
goodwill amortisation and exceptional items, basic
earnings per share were 16.7p (2003: 20.9p).
Dividends
An unchanged interim dividend of 4.0p was
paid in December 2003 and an unchanged final
dividend of 8.5p is proposed making a total
payment of 12.5p (2003: 12.5p). The final
dividend for the year will also be paid on the
new shares issued in respect of the rights issue
announced on 19 March 2004.
Operating cash flow
Operating cash flow in the period of £9.7 million
(2003: £17.1 million) was marginally lower than
operating profit after a slight increase in the
working capital ratio to sales. Working capital
outflow of £2.2 million (2003: £4.2 million
inflow) reflected the small increase in overall
sales levels and a reduced stock turn at Pattonair.
As indicated in the Chief Executive’s Review,
improvements in Pattonair’s performance are
expected in the current year. Elsewhere, despite
higher activity levels, Ulogistics reduced its
working capital by £1.8 million reflecting the
increasingly successful efforts made to improve
the return on capital within the company. 
Capital expenditure
Gross capital expenditure of £2.5 million (2003:
£1.9 million) was £0.6 million higher than
depreciation and included £0.7 million on the
extension of Aerovac’s premises in France and
the purchase of the site for Abscoa’s new
building in Fort Worth.
John Beaumont
Group Finance Director
01     02     03     04 
Net debt
(£m)
21.7
20.7
30.8
40.6
Finance Director’s Review 9
UMECO
annual report 2004
Free cash flow
Operating cash flow less interest, tax and capital
expenditure amounted to £5.4 million (2003:
£12.7 million). Tax paid was £0.2 million lower
than the charge in the profit and loss account
due mainly to the effect of brought forward
unrelieved interest in the US holding company.
Acquisitions
In February 2004 the Group acquired 80 per cent
of Tailored Logistics Corporation for an initial
consideration of £4.5 million (before costs of
£0.4 million). Additional consideration is payable
if the operating performance of the company in
2004 is significantly higher than in 2003. No such
consideration has been accrued since the
likelihood of the performance criteria being
reached is considered to be remote. The Group
has the right, from 2007 onwards, to acquire the
minority holding retained by the vendors with the
consideration based on a multiple of the average
operating profits in 2005 and 2006.
Net indebtedness and gearing
Net debt at the year end was £21.7 million
(2003: £20.7 million) which represents gearing
of 34 per cent (2003: 32 per cent) of
shareholders’ funds. Since the year end, the
Group’s banking facilities have been increased
and now comprise a term loan and revolving
credit totalling US$120.0 million and an
overdraft facility of £10.0 million. The increase is
partially to fund the balance of the consideration
for the acquisition of the Advanced Composites
Group and the remainder to fund the on-going
development of the Group.
Shareholders’ funds
Retained earnings of £1.0 million were offset by
net translation differences on the value of the
Group’s investments in its overseas subsidiaries
leading to a reduction in shareholders’ funds of
£1.2 million.
Pensions
The Group operates a number of defined
contribution pension schemes together with a
smaller defined benefit scheme that was closed
to new members in 2000. As set out in note 26
to the financial statements, the FRS 17 valuation
of the scheme at 31 March 2004 showed an
improvement to £2.9 million from £3.2 million
in the previous year in the shortfall in the
scheme’s assets to liabilities. This change was
due to a combination of an improvement in
global equity markets offset by increased
inflation assumptions. The deficit remains at
approximately 5 per cent of the Group’s net
asset value and the current contribution rates
have been calculated to fund the shortfall over
the remaining working lives of scheme members.
Currency exchange risk
The Group seeks to hedge currency exchange
risks by matching purchases and sales in its UK
businesses that are denominated in foreign
currencies. Where this is not possible, forward
currency contracts may be taken out to protect
exposures. Group policy prohibits speculation in
currency management.
The net investment in overseas investments is
largely US dollar denominated and the Group’s
net debt is also largely denominated in US dollars.
This has had a beneficial effect on interest charges
which has been partly protected by the use of
interest rate swaps that have fixed the rate on
approximately 70 per cent of the Group’s year
end debt at well below 4 per cent. The sterling
value of US dollar denominated net debt also
fell by £3.0 million in the year and this benefit
was set against the decline in the translated
value of overseas net assets with the net deficit
of £2.2 million being charged to reserves.
International Financial 
Reporting Standards 
Preparations are underway for the advent of
IFRS which will apply to the Group’s financial
statements for the year ending 31 March 2006.
Whilst this imposes a considerable workload,
the impact of the changes on the Group’s
results is not expected to be material although 
it is difficult to be precise since some of the
Standards are currently being revised.
John Beaumont, Group Finance Director Directors & Executives
UMECO
annual report 2004
10
Chairman
BD McGowan FCA
Brian McGowan joined the Group in April 1997
as non-executive Chairman and is a member of
the remuneration committee. He was appointed
Chairman of Rentokil Initial PLC in May 2004
and is also non-executive Chairman of Catalyst
Corporate Finance Limited. He was a co-founder
of Williams plc, and has also been Chairman of
House of Fraser plc and Chairman of Burnfield
PLC until its acquisition by Fairey Group Plc in
1997. Aged 59.
Company Secretary
SJ Bowers ACA
Steve Bowers joined the Group in 1998 having
qualified as a chartered accountant with KPMG.
He has been Company Secretary since 1999 and
was additionally appointed Group Financial
Controller in February 2004. Aged 31.
Executive Directors
CJ Snowdon FCA
Chief Executive
Clive Snowdon joined the Group in April 1997
and has a broad industrial background with
significant experience in both distribution and
manufacturing. Previously he was Managing
Director of Burnfield PLC and has held senior
positions with Vickers PLC and Hawker Siddeley
Group PLC. Aged 50.
RJK Beaumont FCA
Group Finance Director
John Beaumont joined the Group in 1993 as
Finance Director having previously had wide
industrial experience both in financial and
operational roles as Chief Executive of Hunslet
Holdings PLC and as a Director of Telfos
Holdings plc. Aged 57. 11
UMECO
annual report 2004
O Abdullah
(Member – remuneration committee)
Osman Abdullah joined the Board as a non-
executive Director in April 1993. Previously a
Director of Starmin PLC (now Water Hall Group
PLC) and Evered Holdings PLC he currently has
interests in several family and private businesses.
Aged 58.
J M Harper MSc
(Member – audit committee)
Michael Harper joined the Board in June 2002
as a non-executive Director. He is currently Chief
Executive of Kidde plc, for whom he has
worked in a variety of roles since 1984. In June
2003 he was appointed as a non-executive
Director of Ricardo plc. Aged 59.
J S Harper FCA
(Chairman – remuneration committee, 
member – audit committee) John Harper joined
the Board as a non-executive Director in 1995.
He is currently a member of the Board of
Bournemouth University and a Director of BU
Innovations Limited. He was Finance Director of
Eldridge Pope & Co plc until February 2002,
since when he has pursued private interests,
and was also previously Finance Director of
Avon Rubber plc. Aged 59.
D R Porter
(Chairman – audit committee)
David Porter joined the Board as a non-
executive Director in January 2001, and was
appointed chairman of the audit committee in
August 2002. He was a senior corporate
stockbroker at BZW until his retirement in
January 1997, since when he has pursued
private interests. Aged 59.
Non-executive Directors Directors & Executives
UMECO
annual report 2004
12
JT Crabtree 
Chief Executive – UMECO Components 
Jason Crabtree has been with the Group for 
14 years, during which time he has held several
senior management positions including
Managing director of Pattonair and Ulogistics. 
A career-long aerospace professional, he was
appointed Chief Executive of UMECO
Components in October 2000. Aged 34.
AB Moss CEng MIMechE
Chief Executive – UMECO Composites
Andrew Moss joined the Group in 1999 in his
current role. He has a broad industrial and
aerospace background, and was previously with
Invensys plc, where he was Chief Executive of
the Automotive and Building Products Group. 
Aged 47.
JG Smith 
UMECO Repair and overhaul
John Smith has been Managing director of AEM
since 1989 and joined the Group when AEM
was acquired by UMECO in 1999. He has
significant experience of the aerospace sector
and previously held various appointments with
RTZ and SKF. Aged 48.
Registered Office:
Concorde House, 
24 Warwick New Road,
Leamington Spa, 
Warwickshire CV32 5JG
Telephone: 01926 331800
Facsimile: 01926 312680
Website: www.umeco.com
Registered number: 148635
Executive management The Directors submit their annual report and financial statements for the year ended 31 March 2004.
PRINCIPAL ACTIVITIES
The Group provides value-added distribution services through three product areas. UMECO Components distributes specialist low
cost parts for aerospace, defence, avionics and other industrial uses. UMECO Composites manufactures and distributes high
performance advanced composite materials, chemicals and other products for use in aerospace, defence, motorsport, automotive
and other industrial activities. UMECO Repair and overhaul provides aircraft component repair and overhaul services.
BUSINESS REVIEW
The results for the year and future prospects are reviewed in the Chairman’s statement on pages 2 and 3 and in the reports of the
Chief Executive and Finance Director on pages 4 to 9.
Details of the results for the year are shown in the consolidated profit and loss account on page 15. Analyses of turnover and profit
before interest by activity are shown in note 1 to the financial statements.
DIVIDENDS AND TRANSFERS TO RESERVES
The Directors propose a final dividend of 8.5p per share, payable on 13 August 2004 to shareholders registered on 16 July 2004,
making a total for the year of 12.5p per share (2003: 12.5p).
The profit for the year retained in the Group is £1,024,000.
ACQUISITION
Tailored Logistics Corporation, Inc. was acquired on 3 February 2004 for an initial cash consideration of US$8.2 million. Under the
terms of the purchase agreement, deferred consideration may be payable, dependent upon the results of the company for the year
ended 31 December 2004. Tailored Logistics Corporation is a provider of kits of components for the overhaul of military equipment
and aircraft systems.
SHARE CAPITAL
Details of share capital are given in note 19 to the financial statements.
SHARE ALLOTMENT
A general allotment power and a limited power to allot in specific circumstances for cash otherwise than pro-rata to existing
shareholders were given to the Directors by resolutions approved at the Annual General Meeting of the Company held on 23 July
2003. A further general allotment power was given to the Directors at an Extraordinary General Meeting of the Company held on
5 April 2004. All of these powers will expire at the conclusion of the 2004 Annual General Meeting and resolutions to renew the
Directors’ powers are therefore included within the notice of the 2004 Annual General Meeting.
DIRECTORS
Directors retire by rotation at intervals of no more than three years, in accordance with the Combined Code.
Osman Abdullah and David Porter retire by rotation and, being eligible, offer themselves for re-election at the forthcoming Annual
General Meeting. Both Osman Abdullah and David Porter have letters of appointment with the Company details of which are set
out in the Directors’ Remuneration Report.
Apart from service contracts, no Director had an interest during the year or at the year end in any contracts with the Company or
its subsidiaries and no Director had any beneficial interest in the shares of any of the Company’s subsidiaries.
Details of Directors’ remuneration, share options and interests are set out in the Directors’ Remuneration Report on pages 40 to 44.
SUBSTANTIAL SHAREHOLDERS
Other than their interests shown on page 42, the Directors have been notified of the following interests of 3% or more in the
issued share capital of the Company as at 1 June 2004:
Number % of issued
of shares share capital
Framlington Investment Management Limited 4,337,162 13.3%
Standard Life Investment Management Limited 2,606,769 8.0%
Legal & General Investment Management Limited 1,550,235 4.8%
Aegon UK plc 1,298,761 4.0%
Rathbone Unit Trust Management Limited 1,030,000 3.2%
UMECO
annual report 2004
13
Directors’ Report EMPLOYEE AND SOCIAL POLICY
The Group is committed to a policy of employee involvement by keeping staff at all levels informed of the performance and
prospects of the business. The Group aims to provide disabled persons with suitable opportunities for employment, training and
advancement and makes every effort to provide appropriate continued employment for any person who becomes disabled during
the course of employment with the Group.
The Board takes account of the social and environmental impact of its decisions. Key social and environmental issues are identified
and assessed through the Group’s risk assessment processes set out on page 37.
DONATIONS
The Group made charitable donations amounting to £4,000 (2003: £4,000) during the year. The Group made no political donations
during the year.
PAYMENT POLICY
It is the Group’s normal procedure to agree terms of transactions, including payment patterns, with suppliers in advance and to
adhere to those patterns when making payments. At 31 March 2004, the Company had 61 days purchases outstanding included in
creditors (2003: 5 days).
AUDITORS
In accordance with Section 385 of the Companies Act 1985, a resolution for the re-appointment of KPMG Audit Plc as auditors of
the Company will be proposed at the forthcoming Annual General Meeting.
Approved by the Board on 2 June 2004
and signed on its behalf by:
SJ BOWERS ACA
Company Secretary
Concorde House
24 Warwick New Road
Leamington Spa 
Warwickshire 
CV32 5JG
UMECO
annual report 2004
14
Directors’ Report UMECO
annual report 2004
15
Consolidated Profit and Loss Account
For the year ended 31 March 2004
Before Before
goodwill Goodwill goodwill Goodwill
amortisation amortisation amortisation amortisation
and and and and
exceptional exceptional 2004 exceptional exceptional 2003
items items Total items items Total
Notes £000 £000 £000 £000 £000 £000
Turnover 1 184,495 – 184,495 181,084 – 181,084
Cost of sales (140,672) – (140,672) (140,102) – (140,102)
Gross profit 43,823 – 43,823 40,982 – 40,982
Distribution costs (3,915) – (3,915) (3,807) – (3,807)
Administrative expenses (29,407) (2,583) (31,990) (25,870) (2,444) (28,314)
Operating profit 3, 4 10,501 (2,583) 7,918 11,305 (2,444) 8,861
Exceptional profit on disposal of
fixed asset properties 4 – – – – 404 404
Profit before interest 1 10,501 (2,583) 7,918 11,305 (2,040) 9,265
Net interest payable 5 (874) – (874) (1,136) – (1,136)
Profit on ordinary activities
before taxation 9,627 (2,583) 7,044 10,169 (2,040) 8,129
Taxation on profit on ordinary activities 6 (3,332) 467 (2,865) (3,324) 384 (2,940)
Profit on ordinary activities 
after taxation 6,295 (2,116) 4,179 6,845 (1,656) 5,189
Minority interests (105) – (105) (90) – (90)
Profit for the financial year 6,190 (2,116) 4,074 6,755 (1,656) 5,099
Dividends paid and proposed 7 (3,050) – (3,050) (3,050) – (3,050)
Transferred to reserves 20 3,140 (2,116) 1,024 3,705 (1,656) 2,049
Earnings per share pence pence pence pence pence pence
Before goodwill amortisation
and exceptional items 25.4 – 25.4 27.7 – 27.7
Goodwill amortisation and exceptional items – (8.7) (8.7) – (6.8) (6.8)
On profit for the financial year 9 25.4 (8.7) 16.7 27.7 (6.8) 20.9
Diluted earnings per share 9 25.1 (8.6) 16.5 27.7 (6.8) 20.9
The accompanying accounting policies and notes form an integral part of these financial statements.
All results were derived from continuing activities and there were no discontinued operations during the current or preceding year. UMECO
annual report 2004
16
Balance Sheet
as at 31 March 2004
Group Company
2004 2003 2004 2003
Notes £000 £000 £000 £000
Fixed assets
Intangible assets 10 36,234 37,908 – –
Tangible assets 11 9,810 9,308 53 125 
Investments 12 4 6 60,822 62,017
46,048 47,222 60,875 62,142
Current assets
Stocks 13 48,006 49,450 – –
Debtors 14 41,866 40,632 37,150 34,938 
Cash at bank and in hand 3,615 1,251 3,016 1
93,487 91,333 40,166 34,939
Creditors falling due within one year 15 (54,797) (62,648) (8,141) (21,354)
Net current assets (see note below) 38,690 28,685 32,025 13,585
Total assets less current liabilities 84,738 75,907 92,900 75,727
Creditors falling due after one year 16 (21,119) (11,465) (36,062) (18,163)
Provisions for liabilities and charges 17 (390) (341) (135) (187)
Net assets 1 63,229 64,101 56,703 57,377 
Capital and reserves
Called up share capital 19 6,099 6,099 6,099 6,099 
Share premium account 20 49,634 49,634 49,634 49,634 
Other reserves 20 – – 111 111
Profit and loss account 20 7,156 8,357 859 1,533 
Equity shareholders’ funds 62,889 64,090 56,703 57,377
Equity minority interest 340 11 – –
63,229 64,101 56,703 57,377
Debtors and net current assets of the Group include amounts due after more than one year of £2,429,000 (2003: £2,836,000). The
equivalent amounts for the Company are £36,422,000 (2003: £21,167,000).
The financial statements were approved by the Board of Directors on 2 June 2004 and signed on its behalf by:
BD McGowan
Director UMECO
annual report 2004
17
Consolidated Cash Flow Statement
For the year ended 31 March 2004
2004 2003
Notes £000 £000
Net cash inflow from operating activities 23 9,678 17,145
Returns on investments and servicing of finance
Interest received 17 28
Interest paid – bank (786) (1,214)
Interest paid – hire purchase and finance leases (69) (41)
Dividends paid to minority interests (73) (88)
Net cash outflow from returns on investments and servicing of finance (911) (1,315)
Taxation
Corporation tax (2,665) (1,806)
Capital expenditure
Purchase of tangible fixed assets (1,463) (1,490)
Proceeds of sale of tangible fixed assets 727 152
Net cash outflow from capital expenditure (736) (1,338)
Acquisitions 22 (5,201) (1,236)
Equity dividends paid (3,050) (3,111)
Net cash (outflow)/inflow before financing (2,885) 8,339
Financing
Receipt of bank loans 17,996 –
Repayment of bank loans (9,846) (7,500)
Capital element of hire purchase and finance leases repaid (388) (289)
Net cash inflow/(outflow) from financing 7,762 (7,789)
Increase in cash 24 4,877 550
The Group did not hold any liquid resources at 31 March 2004 or at 31 March 2003. The Group defines liquid resources as cash to
which access cannot be obtained within 24 hours. UMECO
annual report 2004
18
Statement of Total Recognised Gains and Losses
For the year ended 31 March 2004
Group Company
2004 2003 2004 2003
£000 £000 £000 £000
Profit for the year 4,074 5,099 2,376 2,544
Foreign exchange translation (2,225) (2,064) – –
Total recognised gains for the year 1,849 3,035 2,376 2,544
Reconciliation of Movements in Shareholders’ Funds
For the year ended 31 March 2004 
Group Company
2004 2003 2004 2003
£000 £000 £000 £000
Profit for the year 4,074 5,099 2,376 2,544
Dividends (3,050) (3,050) (3,050) (3,050)
Foreign exchange translation (2,225) (2,064) – –
Net change in shareholders’ funds (1,201) (15) (674) (506)
Opening shareholders’ funds 64,090 64,105 57,377 57,883
Closing shareholders’ funds 62,889 64,090 56,703 57,377 The following accounting policies have been applied consistently in dealing with items which are considered material in relation to
the financial statements:
Basis of preparation
The financial statements have been prepared in accordance with applicable accounting standards and under historical cost
accounting rules.
Consolidation
The consolidated financial statements incorporate the financial statements of the Company and all of its subsidiaries.  Acquisitions
are accounted for using acquisition accounting rules. The Group treats investments in undertakings that are jointly controlled as
joint ventures. Joint ventures are accounted for using the gross equity method.
An associate is an undertaking in which the Group has a long term interest, and is able to exercise significant influence. Prior to
becoming a subsidiary undertaking, Pattonair SAS was accounted for as an associated undertaking. In accordance with FRS 2, and
in order to give a true and fair view, purchased goodwill has been calculated as the sum of the goodwill arising on each purchase
of shares in Pattonair SAS, being the difference at the date of each purchase between the fair value of the consideration given and
the fair value of the identifiable assets and liabilities attributable to the interest purchased. This represents a departure from the
statutory method, under which goodwill is calculated as the difference between cost and fair value on the date that Pattonair SAS
became a subsidiary undertaking. The statutory method would not give a true and fair view because it would result in the Group’s
share of Pattonair SAS’s retained reserves, during the period that it was an associated undertaking, being recharacterised as
goodwill. The effect of this departure is to decrease retained profits by £289,000 and to decrease purchased goodwill recognised
on the acquisition by £289,000.
A profit and loss account is not presented for the Company as permitted by Section 230 of the Companies Act 1985.
Goodwill
From 1 April 1998, the difference between the fair values of consideration given and net assets acquired is capitalised in the
consolidated financial statements as goodwill. The Directors consider each acquisition separately for the purpose of determining the
amortisation period of any goodwill that arises. Currently, all such goodwill is amortised on a straight line basis over its estimated
useful life of 20 years. Fair value adjustments are considered to be provisional at the first balance sheet date after acquisition to
allow time to elapse for any adjustments to be accurately quantified.
Goodwill arising on acquisitions prior to 1 April 1998 had been written off against reserves on acquisition. In accordance with FRS
10, this goodwill has now been eliminated against the profit and loss reserve. On any subsequent disposal or termination of a
previously acquired business, the profit or loss on disposal is to be calculated after charging the amount of any related goodwill
previously taken to reserves.
Turnover
Turnover represents the amounts (excluding value added tax) derived from the provision of goods and services to customers during
the year.
Pension costs
The Group operates pension schemes providing benefits based on final pensionable salaries and on contributions made by
members. The assets of the schemes are held separately from those of the Group. Contributions to the schemes are charged to the
profit and loss account so as to spread the cost of pensions over employees’ working lives with the Group. The Group has made
the transitional disclosures required by FRS 17 in note 26 to these financial statements.
Depreciation
Depreciation is provided so as to write off the cost or valuation of tangible fixed assets over their estimated useful economic lives
on a straight line basis as follows:
Freehold buildings and long leasehold property 50 years
Short leasehold property period of lease
Plant, machinery, fixtures & IT equipment 3-10 years
Motor vehicles 3-4 years
No depreciation is charged on freehold land.
Stocks and work in progress
Stocks and work in progress are valued at the lower of cost and net realisable value. 
UMECO
annual report 2004
19
Accounting Policies Taxation
The charge for taxation is based on the profit for the year and takes into account taxation deferred because of timing differences
between the treatment of certain items for taxation and accounting purposes, except as otherwise required by FRS 19.
Leases
Where the Company enters into a lease which entails taking substantially all the risks and rewards of ownership of an asset, the
lease is treated as a finance lease. The asset is recorded in the balance sheet as a tangible fixed asset and is depreciated over the
shorter of its estimated useful life and the lease term. Future instalments under such leases, net of finance charges, are included
within creditors. Rentals payable are apportioned between the finance element, which is charged to the profit and loss account as
interest, and the capital element, which reduces the outstanding obligation for further instalments. All other leases are operating
leases and the rental charges are taken to the profit and loss account on a straight line basis over the life of the lease.
Foreign currencies
Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction. Monetary assets
and liabilities denominated in foreign currencies are translated using the rate of exchange ruling at the balance sheet date and the
gains or losses on translation are included in the profit and loss account. Profit and loss accounts of overseas subsidiaries are
consolidated at the average rate of exchange for the year. Foreign exchange differences arising from the translation into sterling of
equity interests in overseas subsidiary undertakings are treated as movements in reserves. Foreign exchange differences arising on
borrowings considered to finance, or provide a hedge against, foreign equity investments, are taken directly to reserves.
Financial instruments
The Group uses financial instruments to manage financial risks associated with the Group’s business activities and the financing of
those activities. The Group does not undertake any trading in financial instruments. Interest rate swap contracts are used to hedge
the Group’s exposure to movements in interest rates. Amounts payable or receivable on such contracts are accrued in the same way
as interest arising on bank balances.
UMECO
annual report 2004
20
Accounting Policies 1 Segmental information
2004 2003
£000 £000
Turnover by activity
Components 110,876 107,571
Composites 57,584 59,231
Repair and overhaul 16,035 14,282
184,495 181,084
2004 2003
£000 £000
Turnover by destination
United Kingdom 118,725 118,888
Rest of Europe 23,936 20,440
North America 31,858 33,811
Rest of world 9,976 7,945
184,495 181,084
2004 2003
£000 £000
Turnover by origin
United Kingdom 139,640 136,542
Rest of Europe 11,103 7,863
North America 33,752 36,679
184,495 181,084
Before Before
goodwill Goodwill goodwill Goodwill
amortisation amortisation amortisation amortisation
and and and and
exceptional exceptional 2004 exceptional exceptional 2003
items items Total items items Total
£000 £000 £000 £000 £000 £000
Profit before interest by activity
Components 4,013 (946) 3,067 4,733 (568) 4,165
Composites 4,600 (1,538) 3,062 5,021 (1,324) 3,697
Repair and overhaul 1,888 (99) 1,789 1,551 (148) 1,403
10,501 (2,583) 7,918 11,305 (2,040) 9,265
UMECO
annual report 2004
21
Notes to the Financial Statements
For the year ended 31 March 2004 1 Segmental information (continued)
2004 2003
£000 £000
Profit before interest by origin
United Kingdom 6,827 7,313
Rest of Europe (240) 270
North America 1,331 1,682
7,918 9,265
2004 2003
£000 £000
Net assets by activity
Components 47,851 44,055
Composites 33,726 43,639
Repair and overhaul 6,199 8,018
Holding company (24,547) (31,611)
63,229 64,101
2004 2003
£000 £000
Net assets by origin
United Kingdom 20,776 21,716
Rest of Europe 4,786 4,010
North America 37,667 38,375
63,229 64,101
2 Staff numbers and costs
2004 2003
Average numbers employed, including Directors
Components 378 356
Composites 279 268
Repair and overhaul 155 156
Holding company 9 8
821 788
2004 2003
£000 £000
Aggregate payroll costs
Wages and salaries 19,962 18,502
Social security costs 2,150 1,742
Other pension costs 1,035 910
23,147 21,154 
Details of Directors’ remuneration and options are set out in the Directors’ Remuneration Report on pages 40 to 44.
Notes to the Financial Statements
For the year ended 31 March 2004
UMECO
annual report 2004
22 3 Operating profit 
2004 2003
£000 £000
Operating profit is stated after charging/(crediting)
Depreciation charge on tangible fixed assets
assets owned 1,645 1,742 
assets held under hire purchase and finance leases 263 206 
Goodwill amortisation 2,148 2,212
Auditors’ remuneration as auditors 196 190 
Operating lease charges
plant, machinery and vehicles 228 185
land and buildings 1,348 1,442 
Loss/(gain) on foreign exchange translation 172 (435)
Profit on sale of tangible fixed assets (77) (45)
In addition to audit fees shown above, non-audit fees of £158,000 (2003: £79,000) were paid to the auditors and their
associates including £55,000 (2003: £Nil) relating to due diligence assistance and regulatory work on acquisitions. The
Company’s audit fee amounted to £25,000 (2003: £24,000).
4 Goodwill amortisation and exceptional items
2004 2003
£000 £000
Goodwill amortisation 2,148 2,212
Operating exceptional items
Re-organisation costs 435 232
Non-operating exceptional item
Profit on disposal of land and buildings – (404)
2,583 2,040
5 Interest
2004 2003
£000 £000
Interest receivable
Interest on short term bank deposits 4 27
Other interest 13 1
Total interest receivable 17 28
Interest payable
On bank loans and overdrafts (798) (1,119)
Finance charges payable in respect of hire purchase and finance leases (69) (41)
Other interest (24) (4)
Total interest payable (891) (1,164)
Net interest payable (874) (1,136)
UMECO
annual report 2004
23 6 Taxation on profit on ordinary activities
2004 2003
£000 £000
UK taxation at 30% (2003: 30%) – current year 2,233 2,244
– on non-operating exceptional item – 140
– prior years (83) (208)
Overseas taxation 547 1,472
Current taxation 2,697 3,648
Deferred taxation – current year 122 (685)
– prior years 46 (23)
2,865 2,940
The current tax charge for the year is above the standard rate of UK corporation tax. The reasons for this are as follows: 
2004 2003
£000 £000
Profit on ordinary activities before taxation 7,044 8,129
Profit on ordinary activities before taxation multiplied by the standard rate of UK corporation tax 2,113 2,439
Effects of:
Income and expenditure timing differences (102) 651
Expenses not deductible for tax purposes (principally goodwill amortisation) 410 393
Writing down allowances in excess of depreciation and amortisation (20) 34
Higher rate taxes on overseas earnings 108 173
Overseas losses not utilised for taxation purposes 271 166
Adjustments in respect of prior years (83) (208)
Current taxation charge 2,697 3,648
7 Dividends
2004 2003
£000 £000
Interim paid 19 December 2003 – 4.0p per share (2003: 4.0p) 976 976
Proposed final – 8.5p per share (2003: 8.5p) 2,074 2,074
Total – 12.5p per share (2003: 12.5p) 3,050 3,050
The proposed final dividend is payable on 13 August 2004 to shareholders registered on 16 July 2004.
8 Profit attributable to the company
The profit for the year in the accounts of UMECO plc was £2,376,000 (2003: £2,544,000).
9 Earnings per share
Earnings per share is calculated on profits on ordinary activities after taxation for the year attributable to shareholders of
£4,074,000 (2003: £5,099,000). Earnings before goodwill amortisation and exceptional items, which provides a consistent
measure of operating performance, were £6,190,000 (2003: £6,755,000). The weighted average number of ordinary shares in
issue was 24,397,700 (2003: 24,397,700).
The weighted average number of shares on a fully diluted basis was 24,633,400 (2003: 24,431,200), after an adjustment for
dilutive share options of 235,700 (2003: 33,500).
Notes to the Financial Statements
For the year ended 31 March 2004
UMECO
annual report 2004
24 10 Intangible fixed assets
Goodwill was purchased on the acquisition of Tailored Logistics Corporation, Inc. on 3 February 2004, as shown in note 22.
Further goodwill arose on the Group’s investments in Aeropia Logistik GmbH, Aerovac Italia S.R.L., Pattonair SAS and Ulogistics
Canada, Inc.
Net book
Cost Amortisation value
Group £000 £000 £000
At start of year 44,077 (6,169) 37,908
Goodwill arising on investment in: 
– Tailored Logistics Corporation, Inc. 3,667 – 3,667
– Aeropia Logistik GmbH 108 – 108
– Aerovac Italia S.R.L. 54 – 54
– Pattonair SAS 94 – 94
– Ulogistics Canada, Inc. 24 – 24
Amortisation charge for the year – (2,148) (2,148)
Foreign exchange translation (4,067) 594 (3,473)
At end of year 43,957 (7,723) 36,234
11 Tangible fixed assets
Plant
Land and buildings machinery
Freehold Leasehold property fixtures & IT Motor
property long short equipment vehicles Total
Group £000 £000 £000 £000 £000 £000
Cost
At start of year 4,430 556 1,030 11,756 2,393 20,165
Acquisitions – – – 58 – 58
Additions 948 31 27 941 599 2,546
Disposals – – – (645) (706) (1,351)
Foreign exchange translation (59) – (15) (131) (3) (208)
At end of year 5,319 587 1,042 11,979 2,283 21,210
Depreciation
At start of year 679 97 415 8,357 1,309 10,857
Charge for the year 116 16 57 1,138 581 1,908
Disposals – – – (640) (638) (1,278)
Foreign exchange translation (5) – (14) (67) (1) (87)
At end of year 790 113 458 8,788 1,251 11,400
Net book value
At end of year 4,529 474 584 3,191 1,032 9,810
At start of year 3,751 459 615 3,399 1,084 9,308
Net book value of tangible fixed assets at 31 March 2004 includes £1,319,000 (2003: £600,000) in respect of assets acquired
under hire purchase and finance leases. The net book value of freehold land and buildings includes £756,000 (2003: £551,000)
in respect of land.
UMECO
annual report 2004
25 11 Tangible fixed assets (continued)
Fixtures & Motor
equipment vehicles Total
Company £000 £000 £000
Cost
At start of year 108 216 324
Additions 9– 9
Disposals (3) (38) (41)
At end of year 114 178 292
Depreciation
At start of year 76 123 199
Charge for the year 18 59 77
Disposals (3) (34) (37)
At end of year 91 148 239
Net book value 
At end of year 23 30 53
At start of year 32 93 125
12 Investments
Investment in joint venture
Share Net book
Cost of losses Goodwill Amortisation value
Group £000 £000 £000 £000 £000
At start of year 1 (9) 15 (1) 6
Share of retained loss for the year – (1) – – (1)
Amortisation charge for the year – – – (1) (1)
At end of year 1 (10) 15 (2) 4
Cost of investments in Group undertakings
Shares Loans Total
Company £000 £000 £000
Cost
At start of year 45,712 17,514 63,226 
Foreign exchange translation (1,195) – (1,195)
At end of year 44,517 17,514 62,031
Provision for diminution in value 
At start and end of year (1,209) – (1,209)
Net book value 
At end of year 43,308 17,514 60,822
At start of year 44,503 17,514 62,017
The principal Group undertakings are listed on pages 47 to 49. Their share capital consists entirely of ordinary shares other
than Pattonair Limited and G.R.P. Material Supplies Limited, whose share capital consists of ordinary and preference shares. 
Notes to the Financial Statements
For the year ended 31 March 2004
UMECO
annual report 2004
26 UMECO
annual report 2004
27
13 Stocks
2004 2003
Group £000 £000
Raw materials 1,149 1,005
Work in progress 579 654
Finished goods and goods for resale 46,278 47,791
48,006 49,450
14 Debtors
Group Company
2004 2003 2004 2003 
£000 £000 £000 £000
Amounts falling due within one year
Trade debtors 35,809 34,144 – –
Amounts owed by Group undertakings – – 469 13,530 
Other debtors 2,008 2,352 114 12 
Prepayments and accrued income 1,438 1,193 145 150 
Tax recoverable 182 107 – 79
39,437 37,796 728 13,771
Amounts falling due after more than one year
Amounts owed by Group undertakings – – 36,334 21,103
Amounts owed by joint venture 10 16 – –
Deferred taxation 2,419 2,820 88 64
2,429 2,836 36,422 21,167 
41,866 40,632 37,150 34,938 
15 Creditors falling due within one year
Group Company
2004 2003 2004 2003 
£000 £000 £000 £000
Bank loans and overdrafts 3,827 10,208 5,013 18,188
Trade creditors 40,104 42,651 335 20
Amounts owed to Group undertakings – – 17 614
Other creditors including taxation and social security 4,710 4,440 135 71
Accruals and deferred income 4,082 3,275 567 387 
Proposed dividend 2,074 2,074 2,074 2,074
54,797 62,648 8,141 21,354 
Bank overdrafts are repayable on demand. Bank loans and overdrafts are unsecured. Hire purchase and finance leases are
secured by charges over specific assets of certain Group companies.
Group Company
2004 2003 2004 2003 
Other creditors including taxation and social security £000 £000 £000 £000
Corporation tax 1,980 1,967 64 –
Other taxes and social security 1,628 1,539 70 51 
3,608 3,506 134 51
Hire purchase and finance leases 335 273 – –
Other creditors 767 661 1 20
4,710 4,440 135 71  16 Creditors falling due after one year
Group Company
2004 2003 2004 2003 
£000 £000 £000 £000
Bank loans falling due
– within 1 to 2 years 3,648 7,508 3,580 7,416
– between 2 and 5 years 10,739 3,732 10,739 3,708
– after more than 5 years 5,901 – 5,901 –
Hire purchase and finance leases falling due 
– within 1 to 2 years 273 225 – –
– between 2 and 5 years 151 – – –
– after more than 5 years 407 – – –
Amounts owed to Group undertakings – – 15,842 7,039 
21,119 11,465 36,062 18,163
17 Provisions for liabilities and charges
Deferred Property
taxation provision Total
Group £000 £000 £000
At start of year 283 58 341
Profit and loss account 159 (56) 103
Utilised during year –99
Foreign exchange translation (63) – (63)
At end of year 379 11 390
Restructuring Property
provision provision Total
Company £000 £000 £000
At start of year 135 52 187
Profit and loss account – (52) (52)
At end of year 135 – 135
Notes to the Financial Statements
For the year ended 31 March 2004
UMECO
annual report 2004
28 UMECO
annual report 2004
29
18 Deferred taxation
Group Company
2004 2003 2004 2003 
£000 £000 £000 £000
Opening net deferred taxation asset 2,537 2,049 64 70
(Charge)/credit for the year (168) 708 24 (6)
Foreign exchange translation (329) (220) – –
Closing net deferred taxation asset 2,040 2,537 88 64
The closing net deferred taxation asset has been disclosed as:
Group Company
2004 2003 2004 2003 
£000 £000 £000 £000
Deferred taxation asset – note 14 2,419 2,820 88 64
Deferred taxation liability – note 17 (379) (283) – –
2,040 2,537 88 64
The timing differences comprised:
Group Company
2004 2003 2004 2003 
Deferred taxation (liabilities)/assets £000 £000 £000 £000
Fixed asset related differences (4) (399) 35 26
Capital gain rolled over (110) (110) – –
Other timing differences 2,154 3,046 53 38
2,040 2,537 88 64
The Group has tax losses available to carry forward which have not been recognised as deferred tax assets since the Group
does not expect to utilise them in the foreseeable future.
19 Share capital
2004 2003
Ordinary shares of 25p Number £000 Number £000
Authorised 30,000,000 7,50030,000,000 7,500
Allotted, called up and fully paid
At start and end of year 24,397,671 6,099 24,397,671 6,099
Share options Outstanding Granted Outstanding
Exercise at start during Lapsed at end
price (pence) of year year in year of year
Executive share option scheme
– 2003 grant 277.8 219,196 – – 219,196
– 2004 grant 242.3 – 257,499 – 257,499
SAYE scheme
– 2000 grant 478.3 324 – (324) –
– 2001 grant 441.0 37,349 – (6,363) 30,986
– 2002 grant 202.0 447,325 – (39,281) 408,044
Total of all schemes 704,194 257,499 (45,968) 915,725
Details of the SAYE and other share option schemes are set out in the Directors’ Remuneration Report on pages 40 to 44,
which also includes full details of Directors’ share options.
No options have been granted or exercised in the period between 31 March 2004 and the date of these financial statements. 20 Reserves
Share Profit
Premium and loss
account account
Group £000 £000
At start of year 49,634 8,357
Retained profit for the year – 1,024
Foreign exchange translation – (2,225)
At end of year 49,634 7,156
The cumulative amount of goodwill written off directly to the profit and loss account prior to the adoption of FRS 10 is
£11,006,000 (2003: £11,006,000).
Share Profit 
Other premium and loss
reserves account account
Company £000 £000 £000
At start of year 111 49,634 1,533
Retained loss for the year – – (674)
At end of year 111 49,634 859
21 Commitments
Capital commitments 2004 2003
Group £000 £000
Contracted 1,473 65
No provision has been made in these financial statements for the above commitments.
Operating lease commitments 2004 2003
Land and Other Land and Other
buildings assets buildings assets
Group £000 £000 £000 £000
Leases expiring within 1 year 154 32 215 23
Leases expiring between 2 and 5 years 174 187 267 178
Leases expiring after 5 years 1,077 – 1,090 –
1,405 219 1,572 201
Company
Leases expiring within one year 9– 15 –
Notes to the Financial Statements
For the year ended 31 March 2004
UMECO
annual report 2004
30 22 Acquisition of subsidiary undertakings
Acquisition of Tailored Logistics Corporation, Inc.
Book Fair value Fair
Value adjustments value
Net assets acquired £000 £000 £000
Tangible fixed assets 58 – 58
Stock 1,479 (106) 1,373
Debtors 578 – 578
Cash 84 – 84
Creditors (520) – (520)
1,679 (106) 1,573
less 20% minority interest (315)
Group share of fair value of net assets 1,258
Goodwill 3,667
Cost of assets acquired 4,925
Satisfied by: 
Cash paid including expenses 4,906
Expenses accrued at end of year 19
4,925
The fair value adjustment relates to the basis of stock provisioning.
The results of Tailored Logistics Corporation, Inc. are not considered to be material to the Group and analysis of the impact of
the acquisition on the Group‘s profit and loss account has therefore not been presented.
Cash flow effect of acquisitions
£000
Acquisition of Tailored Logistics Corporation, Inc.
Cash paid as above 4,906
Cash balances acquired (84)
Acquisition of Pattonair SAS
Final payment of consideration & further expenses 191
Goodwill acquired
Aeropia Logistik GmbH 108
Aerovac Systems Italia S.R.L. 56
Ulogistics Canada, Inc. 24
Net cash outflow from acquisitions 5,201
The acquisition of Tailored Logistics Corporation, Inc. had the following effect on the Group’s cash flow:
£000
Net cash inflow from operating activities 71
Cash outflow from capital expenditure (3)
Net cash inflow 68
UMECO
annual report 2004
31 23 Reconciliation of operating profit to net cash inflow from operating activities
2004 2003
£000 £000
Operating profit 7,918 8,861
Depreciation charges 1,908 1,948 
Amortisation of goodwill 2,148 2,185
Profit on sale of tangible fixed assets (77) (45)
Decrease/(increase) in stocks 1,652 (1,506)
Increase in debtors (2,359) (2,622)
(Decrease)/increase in creditors (1,465) 8,704
Decrease in provisions (47) (380)
Net cash inflow from operating activities 9,678 17,145
24 Reconciliation of net cash flow to movement in net debt
2004 2003
£000 £000
Increase in cash 4,877 550
Inception of bank loans (17,996) –
Repayment of bank loans 9,846 7,500
Cash outflow from reduction in hire purchase and finance leases 388 289
Change in net debt resulting from cash flows (2,885) 8,339
Inception of hire purchase and finance leases (1,083) (449)
Loans taken on with acquisition – (52)
Foreign exchange translation 2,996 2,252
(Increase)/decrease in net debt (972) 10,090
Net debt at start of year (20,695) (30,785)
Net debt at end of year (21,667) (20,695)
25 Analysis of changes in net debt
Foreign
exchange Other Cash
2003 translation changes flows 2004
£000 £000 £000 £000 £000
Cash 1,251 – – 2,364 3,615
Overdrafts (2,755) 34 – 2,513 (208)
(1,504) 34 – 4,877 3,407
Bank loans due within one year (7,453) 454 11,615 (8,150) (3,534)
Bank loans due after one year (11,240) 2,482 (11,615) – (20,373)
Hire purchase and finance leases (498) 26 (1,083) 388 (1,167)
(20,695) 2,996 (1,083) (2,885) (21,667)
Other changes represent the value of inceptions of hire purchase and finance leases during the year and reclassifications of
bank loans based on their due dates.
Notes to the Financial Statements
For the year ended 31 March 2004
UMECO
annual report 2004
32 26 Pensions
As explained in the accounting policies set out on page 19, the Group operates several pension schemes, the assets of which
are held separately from those of the Group. The Group has continued to account for pensions in accordance with SSAP 24
and the disclosures given in section (a) of this note are those required by that standard. In accordance with FRS 17, the phased
transitional disclosures required in relation to the defined benefit scheme operated by the Group are set out in section (b) of
this note.
(a) UMECO Group pension schemes
The UMECO plc Group scheme has two sections. The defined benefit section, which is closed to new entrants, provides
benefits based on final pensionable pay with contributions being charged to the profit and loss account so as to spread the
cost of pensions over employees’ working lives with the Group. The contributions are determined by a qualified independent
actuary on the basis of valuations, conducted at least every three years, using the projected unit method. The most recent
valuation was at 1 April 2002. The assumptions which have the most significant effects on the results of the valuation are
those relating to the rate of return on investments (7% per annum) and the rates of increase in salaries (4.5 – 5.75% per
annum) and pensions (3.25 – 3.5% per annum). The 2002 valuation showed that the actuarial value of the defined benefit
section’s assets was £4,372,000 which represented 85% of the actuarial value of benefits that had accrued to members after
allowing for expected future increases in earnings. The contributions of the Group and employees are currently 14.2% and
4.5% to 6.5% of earnings respectively. Contributions amounting to £242,000 (2003: £234,000) were payable to the defined
benefit section of the scheme in the year, of which £20,000 (2003: £21,000) was outstanding at the year end. 
The UMECO plc Group scheme also has a defined contribution section. Members of this section contribute between 2% and
6% of pensionable earnings, with the Group making contributions of between 4% and 10%. Contributions amounting to
£426,000 (2003: £366,000) were payable to this section of the scheme in the year, of which £16,000 (2003: £21,000) was
outstanding at the year end. 
The trustees of the UMECO plc Group scheme are chaired by one of the Company’s non-executive Directors and an
independent expert in pension matters attends meetings of the trustees. Responsibility for investment of the scheme’s funds
has been delegated by the trustees to professional investment managers. In accordance with best practice, the Company’s
pension scheme investment managers are not permitted to invest funds in the Group’s own assets or shares.
As described in the Directors’ Remuneration Report set out on pages 40 to 44, the Company operates defined contribution
schemes in respect of Clive Snowdon, and similar arrangements are operated for other employees. Total contributions of
£64,000 (2003: £61,000) were payable to these schemes for the year, of which none was outstanding at the year end (2003:
£Nil).
G.R.P. Material Supplies, Med-Lab and RD Taylor operate defined contribution schemes for qualifying employees. Employer
contributions are a maximum of 10% and employees are encouraged to contribute at similar rates. Total contributions of
£88,000 (2003: £86,000) were payable in respect of the year. Aeropia and Aerovac Systems contribute amounts to the
personal pension schemes of certain employees. The total of such contributions paid in the year was £17,000 (2003: £14,000)
and there were no outstanding payments of contributions at the year end.
The Group operates defined contribution schemes in respect of certain businesses in the United States and France.
Contributions to these schemes during the year totalled £198,000 (2003: £149,000).
(b) FRS 17 disclosures
The information required for these disclosures has been obtained by an updating of the actuarial valuation referred to above,
which was carried out by an independent qualified actuary.
The assumptions used to calculate scheme liabilities for the purposes of these disclosures are as follows: 
2004 2003 2002
% %%
Rate of increase in pensionable salaries:
– executive members 5.0 4.8 5.0
– staff members 4.0 3.8 4.0
Rate of increase of pensions in payment 2.8 2.6 2.8
Discount rate 5.4 5.3 5.9
Inflation 3.0 2.6 2.8
UMECO
annual report 2004
33 26 Pensions (continued)
The expected rates of return and market values of the assets of the defined benefit section of the UMECO plc Group scheme
were as follows:
2004 2003 2002
% £000 % £000 % £000
Equities 8.0 3,662 8.5 2,793 8.0 4,124
Bonds 4.8 507 4.6 419 5.5 464
Cash 4.0 85 4.0 356 4.0 264
Market value of scheme assets 4,254 3,568 4,852
Present value of scheme liabilities (7,201) (6,751) (5,674)
Deficit in the scheme (2,947) (3,183) (822)
Deferred taxation 884 955 247
Net pension liability (2,063) (2,228) (575)
Analysis of the amount that would have been charged to operating profit had FRS 17 been adopted:
2004 2003
£000 £000
Current service cost 313 199
Past service cost – –
Total operating charge 313 199
Analysis of the amount that would have been credited to other financing income had FRS 17 been adopted:
2004 2003
£000 £000
Expected return on pension scheme assets 215 361
Interest on pension scheme liabilities (359) (341)
Other financing (costs)/income (144) 20
Analysis of the actuarial loss that would have been recognised in the Statement of Total Recognised Gains and Losses had 
FRS 17 been adopted:
2004 2003
£000 £000
Actual return less expected return on pension scheme assets 392 (1,623)
Experience gains and losses arising on scheme liabilities 318 (239)
Changes in assumptions underlying the present value of scheme liabilities (229) (550)
Actuarial gain/(loss) 481 (2,412)
Analysis of movement in deficit during the year:
2004 2003
£000 £000
Deficit in the scheme at start of year (3,183) (822)
Current service cost (313) (199)
Employer contributions paid 212 230
Other financing (costs)/income (144) 20
Actuarial gain/(loss) for the year 481 (2,412)
Deficit in the scheme at end of year (2,947) (3,183)
Notes to the Financial Statements
For the year ended 31 March 2004
UMECO
annual report 2004
34 26 Pensions (continued)
History of experience gains and losses:
2004 2003
£000 £000
Difference between the expected and actual return on scheme assets
Amount 392 (1,623)
As a percentage of the market value of scheme assets 9% (45)%
Experience gains and losses on scheme liabilities
Amount 318 (239)
As a percentage of present value of scheme liabilities 4% (4)%
Total amount recognised in the Statement of Total Recognised Gains and Losses
Amount 481 (2,412)
As a percentage of the present value of scheme liabilities 7% (36)%
Had the Group adopted the full requirements of FRS 17 in the preparation of these financial statements, the amounts disclosed
for net assets and profit and loss account reserve would have been as follows:
2004 2003
£000 £000
Net assets
Excluding net pension liability 63,229 64,101
Net pension liability (2,063) (2,228)
Restated to include net pension liability 61,166 61,873
Profit and loss reserve
Excluding net pension liability 7,156 8,357
Net pension liability (2,063) (2,228)
Restated to include net pension liability 5,093 6,129
The Company is a member of the defined benefit section of the Group pension scheme. Since the Company is unable to
identify its share of the scheme assets and liabilities on a consistent and reasonable basis, when FRS 17 is fully adopted, the
scheme will be accounted for by the Company as if it was a defined contribution scheme.
27 Contingent liabilities
The contingent liability of the Group for bank guarantees and liabilities for bills of exchange discounted in the normal course of
business at 31 March 2004 amounted to £489,000 (2003: £497,000). Under a Group registration, the Company is jointly and
severally liable for value added tax due by other Group companies. At 31 March 2004 this contingent liability amounted to
£1,062,000 (2003: £1,013,000).
UMECO
annual report 2004
35 28 Financial instruments
The Directors review and agree the broad policies for all significant areas of financial management. As the Group’s operations
are centred on the aerospace industry, which is primarily US dollar based, a natural hedge is in place for most foreign currency
transactions. The Group puts in place forward foreign exchange contracts and other hedging instruments where it is thought
necessary to use such instruments to manage the exposure to foreign exchange movements. At 31 March 2004, the Group
held an interest rate swap contract and a forward currency contract. At 31 March 2004, the fair value of the Group’s financial
instruments was not materially different to the book value of the instruments.
The currency and interest rate exposure of net debt at 31 March 2004 was:
Floating Weighted Weighted
Net rate net Fixed rate average fixed average time
funds/(debt) funds/(debt) debt interest rate of fixed rate
£000 £000 £000 % years
Sterling 3,886 4,373 (487) 9.4 1.6
US Dollar (23,601) 298 (23,899) 2.9 0.1
Euro (2,052) (1,264) (788) 5.1 5.7
(21,767) 3,407 (25,174) 3.1 0.3
The equivalent figures at 31 March 2003 were:
Floating Weighted Weighted
Net rate net Fixed rate average fixed average time
funds/(debt) funds/(debt) debt interest rate of fixed rate
£000 £000 £000 % years
Sterling 26 8,857 (8,831) 5.1 0.4
US Dollar (20,371) (10,165) (10,206) 2.8 0.4
Euro (350)(197)(153)4.03.0
(20,695)(1,505)(19,190)3.90.4
Monetary assets and liabilities by currency at 31 March 2004, excluding the functional currency of each operation, were:
Sterling US dollar Euro Other Total
Functional currency £000 £000 £000 £000 £000
Sterling – (25,064) (408) 11 (25,461)
US dollar – – – 15 15
Euro block 4 460 – – 464
Total 4 (24,604) (408) 26 (24,982)
The equivalent values at 31 March 2003 were:
Sterling US dollar Euro Total
Functional currency  £000 £000 £000 £000
Sterling – (20,240) 868 (19,372)
US dollar – – 21 21
Euro block (35) 594 – 559
Total (35) (19,646) 889 (18,792)
The maturity of the Group’s financial liabilities is set out in notes 15 and 16.
Interest rates are managed using fixed and floating rate debt. Fixed rate debt primarily comprises bank loans, on which interest
is based on LIBOR. Floating rate debt comprises cash at bank and overdrafts, on which interest is related to bank base rates.
Notes to the Financial Statements
For the year ended 31 March 2004
UMECO
annual report 2004
36 28 Financial instruments (continued)
As at 31 March 2004, the principal borrowing facilities available to the Group were committed term loans of £25 million and
an overdraft facility of £10 million.  As set out in the Finance Director’s Review, the Group has agreed extended facilities with
its bankers since the year end, comprising five year term loan and revolving credit facilities of US$120 million and an overdraft
facility of £10 million.
29 Post balance sheet events
At an Extraordinary General Meeting held on 5 April 2004, shareholders approved an increase in the Company’s authorised
share capital to 46,000,000 ordinary shares of 25p each and gave the Directors authority to allot up to 8,132,557 ordinary
shares for the purposes of Section 80 of the Companies Act 1985. Following these approvals, a 1 for 3 rights issue at 270p
was made, pursuant to which the Company issued 8,132,254 ordinary shares on 29 April 2004.
Further to approval given at the Extraordinary General Meeting held on 5 April 2004, on 6 May 2004 the Group completed the
acquisition of Advanced Composites Group Holdings Limited for a consideration of £44.25 million.
UMECO
annual report 2004
37 UMECO
annual report 2004
38
Corporate Governance
STATEMENT BY THE DIRECTORS ON COMPLIANCE WITH THE PROVISIONS OF THE COMBINED CODE
The policy of the Board is to manage the affairs of the Company in accordance with the principles of Good Governance and Code
of Best Practice as set out in Section 1 of the Combined Code issued by the UK Listing Authority. The Company considers that it
has been in full compliance with the provisions set out in Section 1 of the Code throughout the year, subject to the matters
described in the Directors’ Remuneration Report and the following comments relating to particular provisions of that Code: 
A 2.1 The Board has considered the proposal that a senior independent director be identified in the Annual Report and concluded
that this would be inappropriate given that the Chairman of the Company, and the Chairmen of the audit and
remuneration committees are already identified in the Report.
A 5.1 The Board’s view is that no nomination committee need be established, given the size of the Board at present.
Appointments to the Board are considered by all of the Directors.
With effect from 1 April 2004 a new Combined Code issued by the Financial Reporting Council became applicable to the Group.
The Board is considering the additional requirements of the new Code and wherever practicable will seek to comply with these
requirements.
INTERNAL CONTROL
As required by the UK Listing Authority, the Company has complied with the Combined Code provisions on internal control having
established the procedures necessary to implement the guidance contained in the ICAEW publication ‘Internal control: Guidance for
directors on the Combined Code’, and by reporting in accordance with that guidance.
The Board has overall responsibility for the Group’s system of internal control and for reviewing its effectiveness, whilst the role of
management is to implement Board policies on risk and control. The system of internal control is designed to manage rather than
eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against
material misstatement or loss.
There is a continuous process for identifying, evaluating and managing the significant risks faced by the Group, which has been in
place for the year under review and up to the date of approval of this Annual Report.
The Board has reviewed the effectiveness of the Group’s system of internal controls during the year, including strategic, operational,
legal and compliance, risk management and financial controls. The processes used by the Board for their review included the
following:
• The Board receives regular reports from management which highlight any material control weaknesses, and discusses actions
taken on weaknesses identified by management;
• The audit committee, based on reports provided by the external auditors, reviews the effectiveness of the internal financial
control system, and any significant matters are referred to the Board for consideration;
• The Chairman of the audit committee reports the outcome of the audit committee meetings to the Board;
• The Board considers all significant financing and investment opportunities relating to the Group, including the granting of
guarantees, and monitors policy in respect of managing treasury and exchange risks;
• The Board reviews the role of insurance in managing risks across the Group.
The Group’s management operates a risk management process which identifies the key risks facing each of the Group’s businesses
and reports to the Board on how those risks are being addressed. This is based on each business producing a report on risk
assessment and business development policy, which identifies the key risks facing the business, the probability of those risks
occurring and the actions being taken to mitigate those risks to the desired level. These reports are combined to provide the Board
with a report of the significant risks faced by the Group as a whole, together with details of the controls in place over those risks.
The Group does not have an internal audit function, however the central finance department does conduct detailed reviews of the
financial records of Group companies. The Board periodically reviews the need for an internal audit function and has done so
during the year. In the light of the reviews conducted by the central finance department, the current conclusion of the Board is that
an internal audit function is not necessary. THE BOARD AND ITS COMMITTEES
The Board
The Board meets regularly and has reserved certain matters for its approval. All Directors have access to the Company Secretary,
and the appointment and removal of the Company Secretary is a matter for the Board as a whole. To enable the Board to discharge
its duties, all Directors have full and timely access to all relevant information and there is a procedure for all Directors, in
furtherance of their duties, to take independent professional advice, if necessary, at the expense of the Company.
In the opinion of the Board, all of the non-executive Directors, including the Chairman, are considered to be independent.
The following committees, the composition of which is shown on pages 10 and 11, deal with specific aspects of the Group’s
affairs:
Audit committee
The committee meets at least twice annually and provides a forum for reporting by the Group’s external auditors. Meetings are also
attended, by invitation, by executive Directors, however the committee meets at least annually with the auditors without executive
Directors being present. The committee advises the board on the appointment of auditors, the independence and objectivity of the
auditors and on their remuneration, and discusses the nature and scope of the audit work undertaken by the auditors.
Remuneration committee
The remuneration committee is responsible for making recommendations to the Board, within agreed terms of reference, on the
Company’s framework of executive remuneration and its cost. The committee determines the remuneration and other benefits for
each of the executive Directors, including performance related bonus schemes and pension entitlements.
GOING CONCERN
After making appropriate enquiries, based on the strength of the Group’s balance sheet and on the facilities currently available to
the Group, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in
operational existence for the foreseeable future.  As in prior years the Directors therefore believe that it is appropriate that the
financial statements are prepared on a going concern basis.
UMECO
annual report 2004
39 UMECO
annual report 2004
40
Directors’ Remuneration Report
REMUNERATION COMMITTEE
The remuneration committee consists of John Harper as chairman, Brian McGowan and Osman Abdullah, and also has access to
external advice. The committee is responsible for all aspects of the remuneration packages of executive Directors and for the
operation of the Company’s executive share option plans. The members of the committee are non-executive Directors who have no
personal financial interest in the Company, other than as shareholders. They have no day to day involvement in the management of
the Group nor any potential conflicts of interest arising from cross-directorships. 
REMUNERATION POLICY
The remuneration policy is set by the Board as a whole with the remuneration committee then working within the policy to set
individuals levels of remuneration. The aim of the policy is for the Group to attract, motivate and retain high calibre executives by
rewarding them with competitive salary, benefit and incentive packages which are linked to performance and which are designed
to enhance the business and the creation of shareholder value. The elements of the remuneration package are as follows:
Basic salaries and benefits in kind
Basic salaries are determined by the remuneration committee, taking into account the performance of each individual and salary
levels prevailing in the market for executives of comparable status and skills. The salaries are reviewed annually with effect from 1
April or when a change of responsibilities occurs. Benefits in kind provided are primarily a company car and fuel and private medical
insurance. Executives may choose to forego the company car and fuel benefit in return for an additional payment of salary, such
payment being calculated so as to leave the Company no worse off from the change.
Performance related bonus
Clive Snowdon and John Beaumont participate in a cash bonus scheme under which entitlement to any bonus is dependent upon
the increase in the Group’s earnings per share. Bonuses paid are non-pensionable and are capped at 100% of basic salary.
Share options
Executive options
Each executive Director is eligible to participate in the UMECO 2001 Share Option Plan under which, at the discretion of the
remuneration committee, options may be granted to employees and directors of the Company and its subsidiaries. Options are
granted under the Plan at the prevailing market price at the time of grant, and are not normally exercisable before the expiry of
three years from the date of grant and not after ten years from the date of grant. 
All options granted under the UMECO 2001 Share Option Plan are subject to performance targets, the achievement of which is a
condition precedent to the exercise of the options. The performance target attaching to the options granted to executive Directors
is based on the Company’s growth in earnings per share over a three year period as shown below. This measure has been chosen
because it reflects real improvement in earnings and is considered an appropriate measure for executive share options.
Average real annual growth Percentage of
over the three year period option vesting
Below 5% 0%
Over 5% 25%
Over 7.5% 50%
Over 10% 75%
Over 12.5% 100%
No options may be exercised if the average real annual growth in earnings per share is below 5%. For performance between any
two levels over 5%, the options will be exercisable on a straight line basis. Real growth in earnings per share is defined as the
amount by which the Company’s growth in earnings per share exceeds the rate of inflation over the same period.
In granting options under the Plan, the remuneration committee takes into account the salary level of the individuals concerned.
Details of the options under the UMECO 2001 Share Option Plan granted to executive Directors of the Company are set out on
page 43.
Save as you earn scheme
The Group’s save as you earn (SAYE) share option scheme is open to Directors spending at least 25 hours per week on Group
business. Options under the scheme are exercisable three years from the date of grant. UMECO
annual report 2004
41
Directors’ pension entitlement
Clive Snowdon
Clive Snowdon is entitled to employer’s pension contributions equivalent to 39% of basic salary. At the executive’s discretion, a
proportion of the pension contribution may be converted into salary. The Company has established the UMECO plc Executive
Retirement Benefits Scheme, an individual defined contribution scheme in respect of Clive Snowdon. In addition the Company is
the principal employer under a funded unapproved retirement benefits scheme (FURBS) in respect of Clive Snowdon. Both schemes
are non-contributory by the employee. 
John Beaumont
John Beaumont is a member of the UMECO plc Pension and Life Assurance Scheme, which is Inland Revenue approved. Until
normal retirement date members currently contribute 6.5% of salary and the Group currently contributes 14.2%. The scheme
provides members with a pension of up to two thirds of pensionable salary on retirement. It also provides a lump sum death in
service benefit and pensions for dependents of members on their death in service or following retirement.
There are no pension arrangements in place for other directors.
Remuneration of non-executive Directors
The remuneration of the Chairman is determined by the Chairman’s remuneration committee, which comprises all members of the
Board apart from the Chairman. The remuneration of the other non-executive Directors is determined by the Board following
recommendations made by the Chairman.
Service contracts
The Company has agreed service contracts with the executive Directors which are considered consistent with normal practice in
smaller quoted companies wishing to attract and retain suitably qualified executives, and has agreed letters of appointment with
the non-executive Directors. The dates of these contracts and letters are set out below.
BD McGowan 21 April 1997
CJ Snowdon 21 April 1997
RJK Beaumont 20 September 1993
O Abdullah 25 March 1994
JM Harper 5 June 2002
JS Harper 6 July 1995
DR Porter 21 December 2000
Clive Snowdon has a contract which is terminable by the Company giving one year’s notice, or by Clive Snowdon giving six months’
notice. There is no obligation on the Company to make any payments in lieu of notice other than basic salary and pension
contributions.
John Beaumont has a contract which is terminable by the Company giving two years’ notice, or by John Beaumont giving six
months’ notice. As part of the terms of this contract, he is entitled to terminate the contract within 12 months of his becoming
aware that, as a result of a hostile take-over, any person has acquired shares in the Company which, taken together with shares
held or acquired by persons acting in concert with that person, carry 50% or more of the voting rights for the time being of the
Company. In that event, John Beaumont would receive compensation equal to the amount to which he would have been entitled
under the relevant legislation if he had been wrongfully dismissed.
None of the letters of appointment of the non-executive Directors provides either for a fixed notice period or for the payment of
compensation. UMECO
annual report 2004
42
Directors’ Remuneration Report
TOTAL SHAREHOLDER RETURN
The graph below compares the Company’s total shareholder return over the five years ended 31 March 2004 with that for the FTSE
Small-cap share index and the FTSE Aerospace and Defence Sector Index. The base for the three data series has been taken as 100 on
31 March 1999. The FTSE Small-cap share index was chosen as it is a relevant broad equity market index for smaller quoted
companies. This section of the report is not required to be audited.
DIRECTORS’ INTERESTS
The interests of the Directors who held office at the end of the financial year in the 25p ordinary shares of the Company are shown
below. Details are given at the start and end of the year, and also as at 1 June 2004 which reflects the take-up of shares pursuant to
the rights issue announced on 19 March 2004.
% of issued % of issued % of issued
At 1 June share At end share At start share
2004 capital of year capital of year capital
BD McGowan 1,075,000 3.3 1,000,000 4.1 1,000,000 4.1
CJ Snowdon 179,649 0.6 162,880 0.7 162,880 0.7
RJK Beaumont 100,041 0.3 88,962 0.4 138,962 0.6
O Abdullah 950,647 2.9 925,369 3.8 925,369 3.8
JM Harper 10,000 – 7,500 – 7,500 –
JS Harper 11,135 – 10,365 – 10,365 –
DR Porter 2,666 – 2,000 – 2,000 –
The interest of Osman Abdullah at both the start and end of the year includes 340,039 shares held by a trust of which Mr Abdullah
is a beneficiary. As at 1 June 2004, the equivalent number of shares was 365,317. All of the other Directors’ interests shown are
beneficial.
0
50
100
150
200
250
March
1999
March
2000
March
2001
March
2002
March
2003
March
2004
UMECO FTSE Small-cap FTSE Aerospace & Defence
Source: Datastream UMECO
annual report 2004
43
THE INDIVIDUAL ASPECTS OF REMUNERATION FOR EACH DIRECTOR
The auditors are required to report on the information contained in this section of the report.
Directors’ remuneration
2004 2003
Fees Salary Bonus Benefits Total Total
£000 £000 £000 £000 £000 £000
Chairman
BD McGowan 50 – – 36 86 69
Executive Directors
CJ Snowdon – 220 – 2 222 247
RJK Beaumont – 141 – 12 153 164
Non-executive Directors
O Abdullah 17––– 17 17
JM Harper 18––– 18 14
JS Harper 20––– 20 20
DR Porter 20––– 20 19
MWJ Thorne (retired 1 August 2002) ––––– 7
125 361 – 50 536 557
Benefits comprise the value of benefits in kind including company cars, petrol and medical insurance.
Directors’ share options
2004 2003
Earliest date Exercise Number Granted Number
of exercise Expiry date price outstanding in year outstanding
UMECO 2001 Share Option Plan
CJ Snowdon September 2004 September 2011 227.5p 233,406 – 233,406
June 2005 June 2012 277.8p 66,227 – 66,227
June 2006 June 2013 242.3p 77,580 77,580 –
RJK Beaumont September 2004 September 2011 227.5p 166,153 – 166,153
June 2005 June 2012 277.8p 47,151 – 47,151
June 2006 June 2013 242.3p 55,296 55,296 –
SAYE scheme
CJ Snowdon February 2006 August 2006 202.0p 4,678 – 4,678
RJK Beaumont February 2006 August 2006 202.0p 4,678 – 4,678
No options were granted to or exercised by any Director in the period between 31 March 2004 and the signing date of these
financial statements. 
For those options granted under the 2001 Share Option Plan for which the earliest date of exercise is September 2004, the three
year period over which performance against the target is to be assessed ended on 31 March 2004. Whilst the remuneration
committee will formally consider performance against the target later this year, it expected that the average real annual growth in
earnings per share will be below 5% and that none of these options will therefore be capable of exercise.
The mid market price of the Company’s shares as quoted in the Official List of the London Stock Exchange on 31 March 2004 was
372.5p and ranged between 198.5p and 392.5p during the year.
Directors’ pensions
Clive Snowdon
During the year, £18,000 of Clive Snowdon’s pension entitlement was converted to salary (2003: £18,000). The Company made
contributions totalling 29% of basic salary to the UMECO plc Executive Retirement Benefits Scheme and FURBS, of which 13% of
basic salary was paid to the FURBS. Total contributions for the year were £55,000 (2003: £54,000).  John Beaumont
Details of John Beaumont’s entitlements under the UMECO plc Pension and Life Assurance Scheme are as follows:
Increase in Change in
Accrued Increase in accrued pension transfer value
pension at accrued pension during the year Transfer value of accrued benefits less Directors’
31 March 2004 during the year (net of inflation) 2004 2003 Change contributions
£000 £000 £000 £000 £000 £000 £000
35 4 3 460 300 160 154
Notes:
– The accumulated accrued pension entitlement shown is that which would be paid annually based on service to the end of the
year.
– Director’s contributions of £6,000 were payable in the year under the terms of the scheme.
– Members of the scheme have the option to pay additional voluntary contributions. No such contributions nor any resulting
benefits are included in the above table.
– Normal retirement age is 63. Members may only take early retirement with the consent of the Group.
– Pensions increase at 3% per annum during retirement.
– The Scheme provides for a spouses pension of 50% of the member’s pension to be paid following the member’s death during
retirement.
Approved by the Board on 2 June 2004
and signed on its behalf by:
J S Harper
Chairman, remuneration committee
UMECO
annual report 2004
44
Directors’ Remuneration Report Company law requires the Directors to prepare financial statements for each financial year which give a true and fair view of the
state of affairs of the Company and the Group and of the profit or loss for that year. In preparing those financial statements, the
Directors are required to:
– select suitable accounting policies and then apply them consistently;
– make judgements and estimates that are reasonable and prudent;
– state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained
in the financial statements; and
– prepare the financial statements on a going concern basis, unless it is inappropriate to presume that the Group will remain in
business.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the
financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act
1985. They have a 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.
UMECO
annual report 2004
45
Statement of Directors’ Responsibilities INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF UMECO plc
We have audited the financial statements on pages 13 to 37. 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 auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company’s members, as a body, for our audit work, for this report, or for the opinions
we have formed.
Respective responsibilities of Directors and auditors
The Directors are responsible for preparing the Annual Report and the Directors’ Remuneration Report. As described on page 45,
this includes responsibility for preparing the financial statements in accordance with applicable United Kingdom law and accounting
standards. Our responsibilities, as independent auditors, are established in the United Kingdom by statute, the Auditing Practices
Board, the Listing Rules of the Financial Services Authority, and by our profession’s ethical guidance.
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 regarding Directors’ remuneration and transactions with the Group is not disclosed.
We review whether the statement on pages 38 and 39 reflects the Company’s compliance with the seven provisions of the
Combined Code specified for our review by the Listing Rules, 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 the other information contained in the Annual Report, including the Corporate Governance statement and the unaudited
part of the Directors’ Remuneration Report, and consider whether it is consistent with the audited financial statements. We
consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the
financial statements.
Basis of audit opinion
We conducted our audit in accordance with 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 the Group as at 31 March 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.
KPMG Audit Plc 2 June 2004
Chartered Accountants
Registered Auditor
Birmingham
UMECO
annual report 2004
46
Report of the Auditors UMECO
annual report 2004
47
UMECO COMPONENTS Chief executive Jason Crabtree
President, North America Chris Turner
Commercial and financial 
director Ian Davies
Strategic procurement
director Paul Egan
Quality & business
improvement director Andy Yates
ABSCOA, INC.
Provider of inventory management and fastener distribution programmes to the aerospace and defence industry
www.abscoa.com
President Bob Wilson
Executive vice president Dominic Harborne
Vice president – finance Nathan Hawkins
Vice president – sales
and marketing Lynn Cook
COMPSTOCK ELECTRONICS LIMITED
Distributor of capacitors and other passive components to the defence and avionics industry
www.compstock.co.uk
Managing director Jamie Whyte
Finance director Maurice Lee
Marketing director Paul Green
Sales director Paul Culcane
PATTONAIR LIMITED
Provider of inventory management systems, and distributor of components to the aerospace and defence industry
www.pattonair.com
Finance director Jonathan Moritz
Director of projects Norman Housden
Materials director Glen Pogson
Director of Distribution Direct Glenn Puddifoot
Director of business systems Ian Burley
PATTONAIR SAS
Distributor of components to the aerospace industry
General manager Jean-Michel Tabart
Finance director Marc Petitjean
TAILORED LOGISTICS CORPORATION, INC.
Provider of kits of components for the overhaul of military equipment and aircraft systems
www.tlcusa.com
President Marty Maringer
Vice President Eric Meyer 
ULOGISTICS LIMITED
Specialist provider of global inventory management solutions to the aerospace industry
www.ulogistics.com
Managing director David Wilkins
Operations director Peter Mackie
Logistics director Wayne Hollinshead
ULOGISTICS CANADA, INC.
Specialist provider of global inventory management solutions to the aerospace industry
www.ulogistics.com
Vice president – finance Mike Giles
Vice president – operations Simon Dunn
Principal Businesses UMECO COMPOSITES Chief executive Andrew Moss
ADVANCED COMPOSITES GROUP HOLDINGS LIMITED
Supplier and developer of advanced composites materials principally to the motorsport & automotive and aerospace & defence
industries
www.acg.co.uk
Group managing director Alan Moore
Group finance director Mark Malitskie
Group operations director Jon Mabbitt
Group technology director Ebby Shahidi
ADVANCED COMPOSITES GROUP , INC.
Supplier and developer of advanced composites materials principally to the motorsport & automotive and aerospace & defence
industries
www.acg-us.com
President Adrian Potts
AEROPIA LIMITED
Distributor of lubricants, chemicals, composite materials, adhesives, sealants and coatings principally to the aerospace industry
www.aeropia.com
Managing director Steve Rice
Finance director Peter Necchi
Operations director John Keating
AEROPIA, INC. Distributor of lubricants, chemicals, composite materials, adhesives, sealants and
coatings to the aerospace industry
AEROPIA LOGISTIK GmbH Distributor of lubricants, chemicals, composite materials, adhesives, sealants and
coatings to the aerospace industry
AEROVAC SYSTEMS LIMITED
Distributor of vacuum bagging materials principally to the aerospace industry
www.aerovac.com
Managing director Kai Arter
Finance director Matt Goldstein
Sales director Linda Bell
AEROVAC ITALIA S.R.L. Distributor of vacuum bagging materials principally to the aerospace industry
AEROVAC SYSTEMES FRANCE SARL
Distributor of vacuum bagging materials principally to the aerospace industry
www.aerovac.com
General manager Fabien Baumann
Operations manager Fabrice Cot
RICHMOND AIRCRAFT PRODUCTS, INC.
Distributor of vacuum bagging materials and structural foam products principally to the aerospace industry
www.richmondaircraft.com
Chief executive officer Joerg Hubl
Vice president – finance Tom Naddy
Vice president – operations Rick Fulton
Vice president – sales Steve duBois
UMECO
annual report 2004
48 G.R.P . MATERIAL SUPPLIES LIMITED
Distributor of polyester resins, glass fibre and ancillary materials to the reinforced plastic products market
www.grpms.co.uk
Managing director Tony Bibby
Finance director Brian Harpur
Sales director Steve Cameron
MED-LAB LIMITED
Distributors of materials used in the overhaul and maintenance of aircraft engines 
www.med-lab.co.uk
Managing director Mark Knight
Sales director Steve King
RD TAYLOR & COMPANY LIMITED
Distributors of adhesives, sealants and lubricants principally to the aerospace and defence industry
www.rdtaylor.co.uk
Managing director Andy Drummond
Finance director Denise Callaghan
UMECO REPAIR AND OVERHAUL 
AEM LIMITED
Provider of aircraft component repair and overhaul services
www.aem.co.uk
Managing director John Smith
Operations director Roger Tyrie
Commercial director Graham Preston
All the trading subsidiaries of UMECO plc are wholly owned and are incorporated and operated in Great Britain and registered in
England and Wales, with the following exceptions: 
– RD Taylor & Company Limited, which is incorporated in Scotland, 
– Abscoa, Inc., Advanced Composites Group, Inc., Aeropia, Inc. and Richmond Aircraft Products, Inc. which are incorporated and
operated in the United States,
– Tailored Logistics Corporation, Inc. which is 80% owned and incorporated and operated in the United States,
– Ulogistics Canada, Inc., which is incorporated and operated in Canada,
– Pattonair GmbH, which is incorporated and operated in Germany, 
– Aeropia Logistik GmbH, which is 74.8% owned and is incorporated and operated in Germany,
– Aerovac Systemes France sarl, which is 80% owned and incorporated and operated in France,
– Aerovac Italia S.R.L., which is incorporated and operated in Italy, and
– Pattonair SAS, which is incorporated and operated in France.
UMECO
annual report 2004
49
Principal Businesses Notice is hereby given that the Annual General Meeting of the Company will be held at The Falstaff Hotel, 24 Warwick New Road,
Leamington Spa, Warwickshire, CV32 5JG on Tuesday 27 July 2004 at 1.00pm for the purposes of considering and, if thought fit,
passing the following resolutions as Ordinary Resolutions in the case of resolutions 1 to 7 and as a Special Resolution in the case of
resolution 8:
Ordinary Business
1. To receive and adopt the financial statements of the Company for the year ended 31 March 2004 together with the report of
the Directors thereon.
2. To approve and adopt the Directors’ Remuneration Report for the year ended 31 March 2004.
3. To declare a final dividend of 8.5p per 25p ordinary share in respect of the year ended 31 March 2004.
4. To re-elect Osman Abdullah a Director of the Company, who is retiring by rotation in accordance with Article 87 of the
Company‘s Articles of Association. Osman Abdullah joined the Board as a non-executive Director in April 1993. Previously a
Director of Starmin PLC (now Water Hall Group PLC) and Evered Holdings PLC he currently has interests in several family and
private businesses. 
5. To re-elect David Robert Porter a Director of the Company, who is retiring by rotation in accordance with Article 87 of the
Company‘s Articles of Association. David Porter joined the Board as a non-executive Director in January 2001, and was
appointed chairman of the audit committee in August 2002. He was a senior corporate stockbroker at BZW until his
retirement in January 1997, since when he has pursued private interests.
6. To re-appoint KPMG Audit Plc as auditors of the Company until the conclusion of the Company‘s next annual general
meeting at which financial statements are laid before the Company and to authorise the Directors to fix their remuneration.
7. That the Board be and it is hereby generally and unconditionally authorised in substitution for the authority conferred on it on
23 July 2003 (which is hereby revoked without prejudice to the allotment of any relevant securities already made pursuant to
such authority) to exercise all powers of the Company to allot relevant securities (within the meaning of Section 80 of the
Companies Act 1985) up to an aggregate nominal amount of £2,710,827.00, which represents approximately 33% of the
current issued share capital, which authority shall expire at the conclusion of the Annual General Meeting of the Company in
2005 (unless previously revoked or varied by the Company in general meeting) save that the Company may before such
expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the
Board may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not
expired.
Special Business
8. That, subject to the passing of the previous resolution, the Board be and it is hereby empowered, pursuant to Section 95 of
the Companies Act 1985, to allot equity securities (within the meaning of Section 94 of the said Act) for cash, pursuant to
the authority conferred by the previous resolution, as if sub-section (1) of Section 89 of the said Act did not apply to any such
allotment, provided that this power shall be limited to: 
(A) the allotment of equity securities in connection with a rights issue, open offer or any other pre-emptive offer in favour
of ordinary shareholders where the equity securities respectively attributable to the interests of ordinary shareholders on
a fixed record date are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them
(subject to such exclusions or other arrangements as the Board may deem necessary or expedient to deal with fractional
entitlements or legal or practical problems arising in any overseas territory, the requirements of any regulatory body or
stock exchange or any other matter whatsoever); and
(B) the allotment (otherwise than pursuant to sub-paragraph (A) above) of equity securities up to an aggregate nominal
value of £406,624.00, which represents approximately 5% of the current issued share capital,
and shall expire at the conclusion of the Annual General Meeting of the Company in 2005, save that the Company may
before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry
and the Board may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had
not expired.
By Order of the Board
SJ BOWERS ACA, Company Secretary
UMECO plc
Concorde House
24 Warwick New Road
Leamington Spa
Warwickshire 
CV32 5JG
21 June 2004
UMECO
annual report 2004
50
Notice of Annual General Meeting Notes:
1. A member entitled to attend and vote at the above Meeting is entitled to appoint one or more proxies to attend and, on a
poll, to vote on his behalf. Such proxy need not be a member of the Company.
2. Forms of proxy, if used, must be lodged with the Company’s Registrars, Capita Registrars, The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4BR, no later than 1.00pm on 25 July 2004. Copies of all service contracts of Directors will be
available for inspection at the registered office of the Company during normal business hours from the date of this notice
until the date of the Meeting and at the place of Meeting from 11.30am until the conclusion of the Meeting.
3. The Company, pursuant to Regulation 41 of the Uncertified Securities Regulations 2001, specifies that only those
shareholders registered on the register of members as at 1.00pm on 25 July 2004 shall be entitled to attend or vote at the
Annual General Meeting in respect of the number of shares registered in their name at that time. Changes to entries on the
register of members after 1.00pm on 25 July 2004 shall be disregarded in determining the rights of any person to attend at
the meeting.
4. Any person who has sold or transferred his shares in the Company should pass this document and its enclosures to the
person through whom the sale or the transfer was effected for transmission to the purchaser or the transferee.
5. Resolutions 7 and 8 seek to renew the Directors‘ authority given at the last annual general meeting relating to the issue and
allotment of ordinary shares. Resolution 7 authorises the Directors to allot ordinary shares up to an amount not exceeding
one-third of the Company‘s issued ordinary share capital without having to obtain prior approval from shareholders on each
occasion. Resolution 8 authorises the Directors to allot ordinary shares for cash up to an amount not exceeding 5% of the
issued ordinary share capital without first being required to offer such shares to existing shareholders.
UMECO
annual report 2004
51 UMECO
annual report 2004
52
Shareholder Notes annual report 2004
UMECO annual report 2004
UMECO
UMECO plc, Concorde House, 24 Warwick New Road, Leamington Spa, Warwickshire CV32 5JG
Telephone: 01926 331800  Facsimile: 01926 312680  Website: www.umeco.com Registered number: 148635