FOUNDA TION
FOR GROWTH
Armour Group plc Annual Report and Accounts 2013 After a successful restructuring 
undertaken by the Group over  
the past two years, all of the operating 
businesses made encouraging 
progress with Armour Automotive 
increasing profit, Armour Home 
returning to profit and Armour  
Asia now approaching breakeven.  
The largest improvement has come 
from Armour Home, which has 
achieved a significant turnaround  
on the 2012 performance. 
Business Review
1 Chairman’s Statement 
2 Armour Group at a Glance 
4 Chief Executive’s Review 
12 Finance Director’s Report 
Financial Statements
26 Independent Auditors’ Report
27  Consolidated Statement of Comprehensive Income
28   Consolidated Statement of Financial Position
29 Consolidated Statement of Changes in Shareholders’ Equity
29 Consolidated Statement of Cash Flows
30 Notes to the Consolidated Financial Statements
50 Company Balance Sheet
51 Notes to the Company Financial Statements
Governance
16 Directors and Advisers 
17 Directors’ Report
20  Corporate Governance Statement 
23 Remuneration Report
Annual General Meeting
54 Notice of Annual General Meeting A RETURN TO PROFIT AFTER  
A CHALLENGING TWO YEARS
Dear shareholder, 
The year to 31 August 2013 has been one of recovery for the 
Group and I am pleased to report that there has been a return  
to profit, with all the operating businesses making good progress. 
Of particular importance has been the recovery in Armour  
Home, which has returned to profit after two difficult and 
challenging years. 
Group sales for the year were £32. 1 million (2012: £34.4 million),  
which generated a profit from operations before interest and tax  
of £0.6 million (2012: Loss before interest, tax and exceptional  
items of £1.2 million). There were no exceptional items in the year 
(2012: £1 1. 1 million). The basic earnings per ordinary share were 
0.04p (2012: Loss per ordinary share before exceptional items  
of 1.56p). Group net debt at 31 August 2013 was £7 .6 million  
(2012: £7 .6 million).
The core retail markets that we serve have remained challenging, 
particularly in the UK, where consumer confidence continues  
to be fragile despite the encouraging signs of a more sustained 
economic recovery. The over-reliance on UK generated sales  
has been recognised by the Board and, as a consequence,  
one of the core parts of our strategy has been to develop our 
international business. In 2013, we have made good progress  
on this with our international sales increasing by 15% on the prior  
year, which now account for 36% of all Group sales, up from  
29% last year. We have also continued to reduce our cost base 
with a further 17% reduction in our operating costs in the year  
to 31 August 2013, which equates to a saving of £2.5 million  
on the prior year. These savings exceed those anticipated this  
time last year, when I reported that we were targeting a further  
£1 million of additional savings in 2013.
Armour Automotive has made steady progress increasing  
sales by 1% in the year to £14.5 million and increasing underlying 
operating profit by 18% to £1.5 million. The year started slowly  
but accelerated in the second half with another strong performance 
from the non-retail sales channel, with the agricultural vehicle market 
again being the key sales driver for the business.
Armour Home has delivered significant improvement in 2013. 
Whilst sales fell in the year by 14% to £16.1 million, the operating 
result has been turned from an underlying £1.2 million loss 
reported last year into a £0.1 million profit. The UK remained  
a difficult market in terms of sales, but good progress has been 
made internationally with strong sales growth coming from a wide 
range of geographical markets. The cost base of the business has 
been further reduced and once again gross margins increased. 
There is still some way to go in the recovery of Armour Home,  
but the results reported this year show that we are making good 
progress and the future looks considerably more positive than  
for some time.
Armour Asia, our business based in Hong Kong that serves the 
Asian markets, recorded a 27% increase in sales to £1.5 million. 
Whilst this resulted in a small operating loss, the result was much 
improved on 2012. The development of our sales network in Asian 
markets forms a key part of our strategy of broadening the 
international reach of the Group. We can see from the progress 
being made in Armour Asia that the business is reaching a critical 
mass, which we believe positions it to deliver a sustainable 
ongoing profit.
We remain committed to developing class-leading products and 
this is a core element of the Group strategy. Throughout the year 
we have continued to invest in new products across our core 
brands as well as developing customer specific products. It is this 
investment that drives future sales and I remain confident that the 
products being developed and launched by the Group’s operating 
divisions will deliver sales growth in 2014 and beyond.
The Group’s employees are an important asset and a fundamental 
part of the future success of the Group. I would like to take this 
opportunity of thanking them, on behalf of the Board, for their 
professionalism, commitment and effort over the past year.
The Group has made a considerable amount of progress over  
the past two years and it is very pleasing to see this reflected  
in the results for 2013. I am delighted to report that this progress  
is continuing and our trading performance in the first quarter  
of the new financial year is showing improvement on the 
comparative period in both sales and operating profit. There is still 
work to be done as we recover from the difficulties of the last two 
years, however we remain confident that our strategy is right and 
with the improving wider economic outlook, there are grounds  
for optimism.
Bob Morton, Chairman
17 December 2013
Restructuring
There has been a return to profit with all  
operating businesses making good progress.
Award winning 
In October 2013 our Q Acoustics brand won  
five What Hi-Fi? Sound and Vision awards.
Global reach
Our International sales increased by 15%  
on the prior year.
Chairman’s Statement
Key achievements
1 www.armourgroup.uk.com
Business Review Governance Financial Statements Annual General Meeting GLOBAL CUSTOMER BASE 
Armour Group at a Glance
Armour Home is a leading designer of high-end  
products, solutions and services to the hi-fi, home 
theatre, entertainment and furniture markets in the UK.  
Its portfolio spans all aspects of sound, vision and the 
associated entertainment experience within the home.
Top customers
• John Lewis Partnership
• Richer Sounds
• Sevenoaks Sound & Vision
• Superfi
• The Plasma Centre
• Aldi
• Euronics
Headline numbers
Revenue £16.1m
Number of staff 89
Number of locations 3
Facilities (sq ft) 100,000
Number of 
customers 2,100+
Percentage revenue  
from owned brands 90%
In addition to the United Kingdom, the Group has 
customers based in 63 countries throughout the  
world which account for 36. 1 % of the Group’s sales.  
Sales to foreign customers for onward sale in  
overseas territories increased 15% year on year.
Americas  
percentage 
of total sales 
1 .0%
2012: 1.2%
4,000
Retail outlets
6,000
Products
3,800
Customers
156,000
Combined facilities sq ft
Armour Group is a leading UK consumer electronics 
group within the home entertainment and in-vehicle 
communication and entertainment markets, committed 
to designing, manufacturing and distributing leading-
edge audio and visual products and solutions.
Armour Group has two principal UK-based operating 
divisions, Armour Automotive and Armour Home,  
with Armour Asia representing the Group in  
Far Eastern territories.
Financial headlines
Sales £32.1m
Profit from operations £0.6m
Earnings per ordinary share 0.04p
Cash generated from operations £1.4m
Net debt £7.6m
2 Armour Group plc Annual Report and Accounts 2013 Armour Automotive is a UK market leader in the  
supply of audio and video solutions for the in-vehicle 
entertainment and communications market, working  
with industry partners to research, develop and distribute 
cutting-edge products and accessories.
Top customers
• Halfords
• New Holland
• Auto-Trail VR
• Claas Group
• Vapormatic
• Manitou BF
• JCB Group
Headline numbers
Revenue £14.5m
Number of staff 71
Number of locations 2
Facilities (sq ft) 47,000
Number of 
customers 1,600+
Percentage revenue  
from owned brands 92%
Armour Asia is responsible for the sale of Armour 
Automotive and Armour Home products into Asian 
markets and provision of supplier support services, 
including quality control, to the UK operations.
Key territories
• China
• Singapore
• Thailand
• Hong Kong
• South Korea
• Malaysia
• Indonesia
Headline numbers
Revenue £1.5m
Number of staff 7
Number of locations 1
Facilities (sq ft) 9,000
Number of 
customers 40+
Percentage revenue  
from owned brands 100%
United Kingdom 
percentage of  
total sales
63.9%
2012: 70.8%
Africa percentage  
of total sales 
0.2%
2012: 0.2%
Europe percentage 
of total sales 
27.9%
2012: 22.9%
Australasia  
percentage 
of total sales
1 .6%
2012: 0.9%
Middle East 
percentage 
of total sales
0.3%
2012: 0.3%
Asia percentage 
of total sales 
5.1 %
2012: 3.7%
3 www.armourgroup.uk.com
Business Review Governance Financial Statements Annual General Meeting Chief Executive’s Review 
In the year to 31 August 2013, the financial results for the Group 
provided hard evidence that the Group’s recovery from the impact 
of the economic downturn is well underway. The operating  
profit of £0.6 million in the year represents a £1.8 million 
improvement from the loss reported in the 2012 results. All our 
operating businesses showed good improvement on their prior 
year performances, and in the case of Armour Home, our home 
entertainment division, this improvement has been significant.
In terms of the Group’s financial performance in 2013,  
we achieved an increase of one percentage point in gross margin 
worth an estimated £0.2 million in the year and a further reduction 
in our cost base of £2.5 million. The one area of disappointment 
was the 7% fall in sales, which was primarily driven by a continuing 
decline of sales in our audio visual furniture category within the 
Alphason brand in Armour Home. However, within the overall 
Group sales figure there were some very encouraging 
performances by core brands and particularly the growth 
recorded in our international sales, which were up 15%  
at £11.6 million.
Strategically, we have continued to focus on developing the core 
brands in our portfolio, our key customers and sales channels 
whilst optimising the cost base and gross margins within the 
Group. I believe that good progress has been made in respect  
of all these strategic objectives in 2013 and I am confident that 
further progress and improvement will be achieved in 2014.
Armour Home
Armour Home is one the UK’s leading brand owners of hi-fi,  
home cinema, audio visual cables, television furniture and audio 
distribution systems. It designs, develops and distributes award 
winning products that are sold primarily in the UK through retail 
and the housebuilding markets.
The economic crisis has been the cause of a particularly difficult 
period for Armour Home. The division has gone through a major 
restructuring that was completed in 2012 and, in 2013, the benefits 
of this restructuring have started to become evident in the financial 
results with a welcome return to profit. 
Sales in the year fell by 14% to £16.1 million, but due to the 
continued improvement in the gross margin and a further 
reduction of £2.4 million in the operating cost base, Armour Home 
reported a profit of £0.1 million. This represents a £1.3 million 
turnaround from the underlying operating loss reported in 2012.
Sales in the year started well with a stronger than expected first  
six months followed by a slower than anticipated second half of 
the year. Geographically, the UK’s sales underperformed and were 
down 23% on the prior year at £11.4 million, masking a very good 
performance internationally, where sales were up 19% at £4.7 
million. In the UK market, as part of our strategy to focus on our 
core business and brands, we took the decision to reduce our 
reliance on third party brands and have consequently withdrawn 
from a number of distribution arrangements that are not 
considered core or complementary to our proprietary brand 
portfolio. This has undoubtedly had a negative impact on the 2013 
sales in both the retail and installed/home automation product 
channels. However, we believe that in the medium term this decision 
will result in an improved financial performance for the business 
coming from a stronger and more focused brand portfolio. 
Consumer demand for home entertainment electronics in the  
UK remains subdued and, whilst there are encouraging signs  
of recovery, it could well be another twelve to eighteen months 
before demand gathers real momentum.
Retail products
Sales of our retail consumer products have had a mixed year  
with an overall decline of 16% to £12.9 million. The UK market, 
which accounts for 70% of all retail products sales, has remained 
quite challenging, experiencing a sales, decline of 25% with weak 
market conditions and discontinued brands contributing to the fall. 
This decline more than outweighed an excellent international sales 
performance, which was up by 11%. 
The biggest decline in retail sales in UK was in the Alphason 
branded range of audio visual furniture, which accounted for  
77% of the overall sales decline in the retail products channel.  
This product category has been a problem area for the business 
for the last three years. However, sales have now stabilised  
and we believe that the market has bottomed out and we  
do not anticipate any further deterioration in sales in this area  
of our business. 
On a more positive note in the UK, we recorded another year  
of strong sales growth in our award winning Q Acoustics brand  
of hi-fi speakers, with the new Concept 20 speakers selling 
particularly well. In addition, our Alphason office furniture category 
reported a healthy sales increase as has the Goldring range  
of turntable styli, which is being driven by resurgent demand  
for vinyl recorded music.
Internationally, our retail products have had a good year  
with sales increasing by 11% with both Q Acoustics and  
QED, our hi-fi cable brand, performing well. This sales growth  
has come from an increasingly wide range of countries,  
which reflects the implementation of our strategy to broaden  
and increase the geographical generation of revenue. We sold  
into 58 countries with our best performing markets being France, 
Russia, Australia, New Zealand, Denmark and Germany. 
A FOCUSED STRA TEGY
4 Armour Group plc Annual Report and Accounts 2013 “ Strategically , we have continued  
to focus on developing the core 
brands in our portfolio, our key 
customers and sales channels 
whilst optimising the cost base and 
gross margins within the Group. ”
Shareholders
Customers
Employees
New product
development
Brands Customer
service
RESILIENCE
THROUGH
INNOVATION
5 www.armourgroup.uk.com
Business Review Governance Financial Statements Annual General Meeting In 2013, we have made a number of changes to our international 
distribution arrangements as we seek to improve performance 
both in terms of revenue and margin. In Australia and New 
Zealand, where we have our own sales representation, we have 
changed all of our distribution partners to good financial effect.  
In Italy and Holland we have dispensed with our distributors and 
from 1 September, moved to directly supplying our retail partners 
in a similar manner to our operations in France. In these countries 
we have put in place our own sales resource with all the 
warehousing and logistics being managed from our own 
operations based in Wigan.
Installed products
In our sales channel for installed and home automation products, 
sales were down by 10%, which is a mixture of weaker demand  
in the new housebuilding market and our decision to withdraw 
from distributing a number of third party non-core brands. 
Geographically, the sales performance is very similar to that  
of retail products, with UK sales down by 22% and our 
international sales being up 58%. 
A large part of the sales decline in the installed channel relates  
to our withdrawal in the UK from distributing a number of third 
party brands. This was part of the reorganisation implemented  
last year and has allowed the business to focus on our core 
owned brands of Systemline, Q Install, Audica and QED 
Professional, which is a key part of our strategy. Whilst this 
withdrawal has impacted our sales and profit performance  
in 2013, the refocusing of our sales effort and product 
development programmes will, we believe, provide more  
reliable and sustainable future growth based on our core 
proprietary brands. 
A good example of this refocusing is our Q Install range  
of in-ceiling speakers. This range of speakers, which forms part  
of the Q Acoustics brand, was launched in January 2012 following 
our withdrawal from distributing the third party Sonance range  
of installed speakers. Since its launch, Q install has successfully 
delivered good sales growth both in the UK and overseas,  
with sales in 2013 increasing almost threefold on the prior year. 
Internationally, we have seen a significant increase in sales 
following our success in winning a contract that we announced  
in January 2013 for the design and build of an installed in-ceiling 
speaker for a global fashion retailer. Our first delivery was  
in December 2012, and to date we have delivered more than 
12,000 speakers, with the expectation that this will continue  
at a similar sales rate as new stores are brought on stream  
and older stores are refurbished.
Within the installed products category, we are currently working  
on a major refresh of both Systemline and QED Professional as 
well as a second speaker project for our retail fashion customer. 
There are a series of product launches planned over the next six 
months, which we believe will further strengthen our product 
portfolio and add momentum to the recovery in this sales channel.
Awards
Armour Home once again enjoyed a very successful awards 
ceremony in October 2013 at the What Hi-Fi? Sound and Vision 
Awards. Our Q Acoustics brand won five awards, including the 
prestigious Product of the Year award for its Concept 20 speakers. 
In addition to the awards for Q Acoustics, there was a further 
award for the Grado headphone brand, which is distributed by 
Armour Home in the UK on an exclusive basis. The What Hi-Fi? 
Awards are an important influencer on consumer buying decisions 
and drive sales for the award winning products.
Chief Executive’s Review continued 
New product development
• Further investment in our engineering and industrial  
design staff has increased our internal capabilities and 
strengthened our relationships with our chosen product 
development partners.
• On our installation side, we “fast track” developed  
a bespoke speaker to accommodate the refit of an 
international fashion group’s retail outlets. We also 
enhanced our own professional range to allow  
specification for larger installations. 
• For our multi award winning Q Acoustics brand  
we developed the innovative “Gelcore” cabinet used  
in our Q Concept 20 speakers that have been acclaimed  
as Product of the Year.
• We have just released our first Bluetooth speakers that 
combine wireless technology with stunning Q Acoustics 
performance, and we continue to launch technically 
improved cables and interconnects under our award  
winning QED brand.
ARMOUR HOME
REPOSITIONED AND 
BACK TO PROFIT
“ All our operating 
businesses showed good 
improvement on their prior 
year performances, and in 
the case of Armour Home,  
our home entertainment 
division, this improvement 
has been significant. ”
6 Armour Group plc Annual Report and Accounts 2013 Brands
• Q Acoustics, our hi-fi and home cinema loudspeaker brand, 
continues to enjoy universal acclaim. Models in the range 
received five prestigious What Hi-Fi? 2013 Awards,  
which is an unprecedented achievement.
• Systemline is our highly regarded brand of home 
entertainment installation products. We are building  
on this reputation by developing an all-new, network based, 
multi room music system and anticipate its launch in 2014.
• Cable and connectivity brand, QED, has introduced a range  
of Bluetooth and DNLA/Wi-Fi wireless connection products, 
which bring conventional hi-fi and home cinema systems  
into the smartphone age.
• Release of new designs from Alphason, our television 
furniture brand, has seen leading retailers such as the  
John Lewis Partnership more than quadruple the number  
of Alphason models they offer.
Customer service
• 99.9% of orders received in the warehouse by 4.30 pm  
were despatched same day for next day delivery, and a  
total of 68,000 separate parcels and pallets were sent  
out over the year.
• All goods-in are processed and available for sale within  
one working day, most being available within four hours.
• We are able to offer our retail customers an online, direct to 
consumer, delivery service. Online orders placed by 3.00 pm 
are processed the same day, for next day delivery.
• Perpetual inventory assessment means greater accuracy 
and no annual stocktaking shut-downs.
“ The Concept 20s are the best speakers  
Q Acoustics has made, and they’ve left  
us searching for superlatives. Rarely has 
choosing a Product of the Year been  
so simple.”
Q Acoustics Concept 20, What Hi-Fi? 
Sound and Vision, October 2013
“ Q Acoustics has developed from fledgling  
to leader in an ultra competitive market.  
Our stores and staff enjoy promoting these 
products to our customers, due to their 
genuine performance, style and value.”
Rob Lawley, Managing Director, 
Sevenoaks Sound & Vision
The restructuring programme, undertaken in 201 1 and 2012,  
has focused Armour Home on its core “own branded” products,  
key routes to market and customer relationships. The resulting sales 
rationalisation has been offset since 201 1 by increased gross margins 
and a £5 million overhead reduction, returning the division this year  
to operating profit.
STEREO SPEAKERS
Q ACOUSTICS CONCEPT 20
PRODUCT OF THE YEAR
7 www.armourgroup.uk.com
Business Review Governance Financial Statements Annual General Meeting Chief Executive’s Review continued 
Armour Nordic, our business based in Sweden that is focused  
on the retail market in Scandinavia, has had a good year.  
Whilst sales were in line with 2012, operating profit was up  
by over 44%. The recent acquisition of the 12 Volt Sverige AB 
business in Sweden, which we announced on 30 October 2013, 
will further strengthen our position in Sweden as the leading 
supplier to the automotive aftermarket for in-vehicle entertainment 
systems. The acquisition is expected to be earnings enhancing  
in 2014 and will add on a full year basis approximately £750,000  
of incremental sales and £80,000 of operating profit. 
Non-retail products
Our non-retail business designs, develops and supplies audio, 
video and antennae solutions for a range of business customers 
primarily focused on the agricultural, commercial and leisure 
vehicle markets. In 2013, non-retail sales grew by 1% with  
a very strong second half of the year making up for a slow  
first six months.
The strongest performance came from the agricultural vehicle 
market where our new bespoke in-vehicle audio platform 
continued to gain traction with a number of major European tractor 
manufacturers. Our largest customer for this platform is Case New 
Holland, where we are now supplying their production facilities on 
a worldwide basis.
In 2014, we expect to see further growth in this sales channel with 
new customers coming on stream and new products generating 
incremental sales from across the customer base.
Armour Automotive
Armour Automotive is the market leader in the UK and Sweden 
supplying audio, video and connectivity solutions for in-vehicle 
entertainment and communications. It supplies the automotive 
aftermarket and agricultural, commercial and leisure vehicle markets.
In 2013 our automotive division has continued to make good 
progress with sales up 1% at £14.5 million and underlying 
operating profit up 18% at £1.5 million. The first six months of the 
year were slower than expected with sales 6% below the prior 
year, although this was more than made up in the second half  
of the year with a strong performance from the non-retail sales 
channel, particularly demand from the agricultural vehicle market.
Retail products
In the UK, retail sales performed reasonably well given the  
difficult market conditions, with sales down 1% on the prior year. 
The key retail accounts, particularly Halfords, outperformed our 
expectations and compensated for weaker sales into the 
independent retail channel. 
Sales of our Autoleads brand of connectivity solutions had  
a strong year in the retail channel with sales up 8% on the  
prior year on the back of good demand from the key customer 
accounts. Autoleads remains the core brand within the retail 
products category, accounting for 66% of sales.
At the end of the last financial year we launched the second 
generation of our iO brand of in-vehicle music streaming and 
hands-free solutions. These new products have made steady 
progress in the retail channel as more retailers and installers adopt 
and list the brand, although sales have been below our original 
expectations. We anticipate that iO sales will accelerate following 
the listing in the summer of 2013, by Halfords, of the iO branded 
products and their current roll out across the Halfords store estate.
New product development
• 60 new products have been launched over the year which 
include 25 in our Autoleads range, 5 CTi antennae and 30 
various products and applications for our OEM customers.
• Over the year, 25,000 new audio units developed and 
launched last year for the agricultural market were sold 
compared to 7,000 units sold last year, a 257% increase. 
• We have strengthened our in-house new product 
development capability in the areas of RF antenna design 
and software engineering, allowing quicker adoption of new 
technologies and response to customer requirements.
• There continue to be many future product possibilities 
including CAN integration of agricultural radio platforms,  
RF antenna covering Glonass and DAB and digital  
video recorders/hard disc drives/camera systems  
using 3G connectivity.
ARMOUR 
AUTOMOTIVE
CONTINUED GROWTH  
AND INCREASED PROFIT
“In 2013 our automotive 
division has continued  
to make good progress 
with sales up 1%  
at £14.5 million and 
underlying operating  
profit up 18%  
at £1.5 million.”
8 Armour Group plc Annual Report and Accounts 2013 Brands
• Autoleads, our connectivity brand, continues to gain market 
strength and Halfords has moved to our single brand across 
all its 462 UK stores. Our Veba branded parking sensors have 
also been listed in Halfords for the new season.
• We have achieved 20% growth over two years through  
our Radiomobile brand, further strengthening our audio 
proposition into the OEM sector.
• Our CTi brand supports the growth and development  
of our European Telematic distributors by providing a 
comprehensive product portfolio of 578 product lines.
• Our export sales have increased by 21% over the last  
two years, our customers recognising the value  
of our brands across 25 countries.
Customer service
• Our commercial, leisure and agricultural vehicle manufacturing 
customers recognise the quality of our brands and our 
service and we have increased our sales to them by 14%  
over the last two years.
• We continue to rationalise our inventory but still offer over 5,000 
finished products in our comprehensive product portfolio, 
ensuring the best possible coverage for our customers.
• We have a UK-based technical support team providing our 
customers with dedicated assistance and practical solutions, 
satisfying 21,000 customer enquiries over the past year.
• Our perpetual inventory programme has ensured 99% 
availability for our top 80% of products consistently over  
the course of the year.
• We achieve same day despatch of 97% of orders received 
before 4.00 pm.
“ Armour Automotive’s service and support 
have been key to Halford’s business goals 
and Autoleads has been adopted as its 
single accessory brand throughout the UK.”
Jon Oliver, Buyer: Audio & in-car technology, 
Halfords
“ Armour Automotive consistently support 
excellent levels of customer service.”
Lorenzo Girardi, Electrical Designer,  
Argo Tractors
Over the last two years (201 1 to 2013) whilst sales have increased  
1 % to £14.5 million, gross margin has increased by 2 points equivalent 
to an estimated £200,000 of additional profit. Over the same period 
costs have been reduced by 1 1 % and operating profits have increased 
by 96% to £1.5 million.
9 www.armourgroup.uk.com
Business Review Governance Financial Statements Annual General Meeting Chief Executive’s Review continued 
Armour Asia
Our business in Asia has taken another significant step towards 
profitability in 2013. Sales grew by 27% to £1.5 million and the 
operating loss reduced from £0. 18 million last year to £0.02 million  
in 2013.
Our office in Hong Kong is responsible for managing sales into 
over 15 countries in the region that include Vietnam, South Korea, 
Indonesia, Taiwan, the Philippines and China, which is our largest 
market with sales of £0.6 million. In addition to the sales activities, 
Armour Asia provides an important bridge between our UK-based 
product development and quality teams and our manufacturing 
partners in Asia.
Asia is a large potential market for the Group’s brands and our 
expectation is that Armour Asia will continue to grow and record 
its first full year profit in 2014.
New product development
New products remain a fundamental driver to sales and growth.  
In 2013, the Group continued its investment strategy in its product 
development programmes. This investment ranges from updating 
and refreshing existing product portfolios such as Autoleads and 
QED, to developing and launching wholly new products and 
categories such as the Q Acoustics Concept 20 award winning 
speakers and a new range of vehicle alarm systems under the 
newly created brand Armour Max. There is a busy schedule  
of new products planned for the new financial year, which will 
further build our brands and deliver sales growth.
New product development
• Five new products have been launched this year,  
designed especially for our Asian markets. UK controlled 
design has been coupled with production engineering and 
prototyping in Asia, utilising our strong relationships with 
manufacturing partners.
• The successful launch of Q Entertainment has addressed  
the popular Karaoke pastime. Q Entertainment embodies  
the recognised acoustic excellence of our Q Acoustics brand. 
• Over the year, 35 possible new manufacturing partners were 
visited and evaluated, five furniture manufacturing partners 
were guided through the necessary supplier accreditations  
and 37 4 pre-delivery inspections completed.
ARMOUR ASIA
INCREASED SALES AND 
ENHANCED CAPABILITIES
Outlook
There has been a significant change for the better in 
both the Group’s operational performance and the wider 
economic outlook. Whilst the economic recovery may 
well remain somewhat bumpy, particularly in consumer 
facing markets, there are clear signs that it is gathering 
momentum and the Group is well positioned to take 
advantage as and when our markets benefit from  
this improvement.
George Dexter, Chief Executive
17 December 2013
“ Our business in Asia has 
taken another significant 
step towards profitability  
in 2013. Sales grew by 
27% to £1 .5 million and  
the operating loss reduced 
from £0. 18 million last year 
to £0.02 million in 2013. ”
10 Armour Group plc Annual Report and Accounts 2013 Brands
• Sales of our UK award winning connectivity brand, QED, 
increased 49% this year in our Asian markets. The attributes 
of our QED brand are increasingly recognised.
• Q Acoustics is being increasingly promoted, and with  
the introduction of Q Entertainment the brand will also  
be on show in fashion shops, clubs and bars.
• The Myryad brand has achieved year on year Asian sales 
growth of 68%, with new product launches and increasing 
brand recognition, particularly in China. 
Customer service
• Armour Asia has implemented warehouse capabilities  
to allow distribution to Australia, New Zealand, India,  
Russia and America on behalf of the Group’s UK  
operations – a feature that is being expanded.
• Armour Asia sells into 12 countries, with China now  
making up 39% of the total. Over the year, we supported 
trade exhibitions with our distributing partners in China, 
Hong Kong, Malaysia, Singapore and Thailand.
• We have provided our customers with brand support, 
particularly in regard to QED, which includes providing  
a specialist to demonstrate our products’ award winning 
attributes and brand qualities to our Asian partners.
“ The Q2000i series give a huge scale  
of super sound from their compact cabinets, 
which are finished in striking high contrast 
piano black or white. Another affordable 
masterpiece from Q Acoustics.”
Echo He, Purchasing Manager,  
Acton International, China
“ Working with Armour is different.  
The Armour team is full of energy,  
very supportive and stands proudly 
behind their brands, making it more 
than a business collaboration.”
Laurence Teo, CEO, Par Audio, 
Singapore
Sales expansion into Asian markets continues with sales up 27%  
to £1 .5 million. In addition to promoting the Group’ s brands in these markets, 
and introducing Asia-specific products, the division provides sourcing  
and quality control services to the UK operations, and over the year has 
enhanced its distribution capabilities. The increased sales volume and  
cost base control has brought the division to approaching breakeven.
11 www.armourgroup.uk.com
Business Review Governance Financial Statements Annual General Meeting Financial results
Reviews of the trading results for the year are set out in the 
Chairman’s Statement and Chief Executive’s Review, which form 
part of this Annual Report.
Group sales for the year were £32.1 million (31 August 2012:  
£34.4 million), representing a 7% decrease on last year’s 
comparative period. Despite withdrawal from a third party 
distribution contract, Armour Automotive’s sales increased  
by 1%, which reflects a retail environment that remains challenging 
and continued growth through non-retail channels. Armour Asia’s 
sales increased by 27% achieving incremental sales from both 
core brands and new products attuned to Asian markets. Armour 
Home’s sales reduced by 14%, which was also attributable to 
discontinued third party distribution and tough UK retail conditions 
although Q Acoustics, the Group’s award winning speaker brand, 
again bucked the trend. Armour Home’s international sales also 
increased 19%, rewarding the investment made in this channel. 
The Chief Executive’s Review on pages 4 to 11 provides greater 
detail with regard to sales and markets.
Sales
2013 
£000
2012 
£000
Variance 
£000
Variance 
%
Armour Automotive 14,499 14,367 132 +1%
Armour Home 16,127 18,850 (2,723) -14%
Armour Asia 1,468 1,158 310 +27%
Group 32,094 34,375 (2,281) -7%
The year on year reduction in sales volume has reduced the 
Group’s profit by an estimated £0.9 million. However, margins  
have again improved increasing profit by £0.2 million. In addition, 
the restructuring measures undertaken across the Group in the 
prior years has further reduced this year’s cost base by another 
£2.5 million. Over the last three years since the year ending  
31 August 2010, the restructuring activities have reduced  
the Group’s cost base by a very significant £8.2 million.
2013 
£000
Variance 
£000
2012 
£000
Variance 
£000
2011 
£000
Employee benefit costs 6,572 237 6,809 1,602 8,411
Depreciation and 
amortisation expense 880 404 1,284 376 1,660
Other expenses 5,124 1,895 7,019 997 8,016
Total 12,576 2,536 15,112 2,975 18,087
 
This year the Group’s profit has been improved by £1.8 million, 
turning last year’s underlying loss of £1.2 million into a current year 
profit of £0.6 million. Within this Armour Automotive has increased 
in profit, Armour Home has returned to profit and Armour Asia  
has reduced its loss to now approach breakeven. Details of the 
segmental performance are given in Note 4 of the Consolidated 
Financial Statements.
There have been no current year exceptional items (31 August 
2012: £11.1 million). The Group incurred a net interest expense  
of £0.6 million (31 August 2012: £0.6 million). The Group’s profit 
before taxation was £0.1 million (31 August 2012: Loss before 
taxation from continuing operations, including the goodwill 
impairment cost, £12.9 million).
Finance Director’s Report
SOUND PROGRESS
Taxation
The total taxation charge for the year was £13,000 (31 August 
2012: credit of £0.8 million), which reflects an effective taxation  
rate of 24.5% (31 August 2012: 6%). The reason for the current 
year effective rate to be higher (31 August 2012: Lower) than the 
expected rate of 23.6% is principally due to differences arising 
from the variation of the current and future corporation tax rates, 
the latter affecting the value attributed to deferred taxation assets 
and liabilities. In the prior year variances were also caused by the 
disallowance of the goodwill impairment and the non-recognition 
as a deferred taxation asset of losses. In both years, enhanced 
research and development relief also cause variation from the 
effective rate. Details of the taxation charge or credit are set out  
in Note 9 of the Consolidated Financial Statements.
The expected taxation rate for the current year of 23.6%  
(31 August 2012: 25.2%) arises from the change in rate in April 
2013 from 24% to 23% (31 August 2012: Change in April 2012  
from 26% to 24%). The rate used for assessing deferred tax  
is 20% (31 August 2012: 23%), being the anticipated applicable 
future rate. 
Earnings per share and dividend
The current year’s basic earnings per ordinary share were 0.04p 
and included no exceptional items. The prior year loss per ordinary 
share of 12.98p included the effect of the exceptional costs arising 
from restructuring and the impairment of goodwill.
The current year’s basic underlying earnings per ordinary share 
were also 0.04p. As this measure adjusts for exceptional items the 
prior year comparative was a loss per ordinary share of 1.56p. 
Details of both basic and underlying earnings per ordinary share 
are set out in Note 10 of the Consolidated Financial Statements. 
The Board did not propose a dividend for the year ended 31 
August 2012 and has not proposed a final dividend for the year 
ended 31 August 2013. 
Share capital and equity
At 31 August 2013, the Group’s equity was £16.9 million (31 
August 2012: £16.9 million) reflecting the total Comprehensive 
Profit for the year of £46,000 (31 August 2012: Comprehensive 
Loss of £12.2 million). This is set out in the Consolidated 
Statement of Changes in Shareholders’ Equity on page 29. 
Funding and banking facilities
The Group has an asset-based lending agreement with GE 
Commercial Finance Limited, under which the Group’s UK-based 
subsidiary undertakings can borrow funds based on the value  
of unpaid sales invoices and stock held in their UK warehouses. 
Amounts borrowed are secured by way of a cross guarantee and 
debenture over the assets of the Group companies based in the 
UK. This funding is variable depending upon the value of the 
assets on which it is based. The maximum borrowing capacity is, 
however, capped at £10 million for unpaid sales invoices and £6 
million in regard to stock. 
12 Armour Group plc Annual Report and Accounts 2013 The agreement is based upon an initial period of three years  
to 23 December 2013, after which it continues but may be 
terminated by either party giving a minimum of six months notice. 
After consultation with GE Commercial Finance Limited, the Board 
has concluded that there is no reason to conclude that the current 
funding platform will not be available for a further twelve months.
In July 2013, the Group entered into a £2.0 million (31 August 2012: 
£2.0 million) loan from Hawk Investment Holdings Limited. This loan 
reflected the state of the UK economy and funding liquidity and was 
required to address the costs of restructuring incurred in prior 
periods and to assist with working capital requirements. The loan  
is a related party transaction, details of which are disclosed in  
Note 26 of the Consolidated Financial Statements. 
The Group discharges its day-to-day UK banking arrangements 
through Lloyds Bank plc.
Cash flow and net debt
The Group’s Consolidated Statement of Cash Flows is on page 29.
The Group’s cash inflow from operations was £1.4 million  
(31 August 2012: £1.0 million). Small taxation payments have  
been made in both years relating to the Group’s profitable 
overseas subsidiaries. These payments are made on account  
and are subject to annual correction.
Expenditure on investing activities reduced to £0.9 million  
(31 August 2012: £1.0 million). £0.2 million (31 August 2012: £0.2 
million) was spent on property, plant and equipment and £0.7 
million (31 August 2012: £0.9 million) on intangible assets.
The cash outflow in regard to financing activities was £0.7 million 
(31 August 2012: £0.3 million). A net outflow of £0.2 million reflects 
the movements on loans (31 August 2012: £0.2 million inflow) and 
interest payments were £0.5 million (31 August 2012: £0.5 million). 
Net debt is defined in Note 29 on page 49 of the Consolidated 
Financial Statements and at 31 August 2013 was £7.6 million  
(31 August 2012: £7.6 million). The Group’s borrowings are shown 
in Note 20 on page 44 of the Consolidated Financial Statements 
and, at 31 August 2013, the Group had undrawn facilities  
of £1.3 million (31 August 2012: £1.3 million).
Principal risks and uncertainties
Risk is an inherent part of doing business. The Board’s  
approach to risk management is balanced with encouragement  
of entrepreneurial flair and recognition that some necessary 
activities carry an inherent risk over which the Group may at best 
have only limited control. The Corporate Governance Statement 
on pages 20 to 22 describes the systems and processes through 
which the Directors manage, and aim to mitigate, risk. The Board 
considers that the principal commercial and financial risks are 
identified below. However, the Board also recognises that the 
nature and scope of risks can change, particularly in a period  
of economic uncertainty.
Business model
The Group seeks to perpetuate professional and profitable 
practices throughout all aspects of its business activities,  
with specific reference within its business model to: 
• Offering a quality product portfolio to customers through a 
structured programme of product development and innovation;
• Owning and developing strong brands highly regarded in their 
markets; and
• Maintaining and growing the Group’s distribution platform  
whilst focusing on delivering business efficiency and a first  
class service.
Pursuit of this business model introduces new risks to the Group 
through, for example, the adoption of new technologies and 
interaction with new customers and territories. Conversely,  
the strategy allows the Group to diversify its interests whilst 
utilising areas of expertise across divisions. At a strategic level,  
this is considered to increase resilience and reduce overall risk  
by avoiding reliance on a single brand, restricted product portfolio 
or confined business areas. This has particular relevance  
in periods of sharp economic downturn, customer uncertainty  
and depressed market conditions.
Economic and market conditions
The UK’s economy has been in a period of depression and 
uncertainty since mid 2008, and throughout this period there  
have been differing opinions and forecasts as to its length and 
depth before sustained recovery sets in. The third quarter of 
calendar 2011 saw a recovery in UK GDP, but this was followed  
by three consecutive quarters of no growth or contraction.  
The third quarter of 2012 was buoyed by the Olympics but again 
followed by a quarter of contraction. This macro environment, 
which includes other issues such as cost inflation, job security  
and wage increases, availability of credit and advisability  
of incurring debt, interest rates and taxation all impact on 
consumer confidence and spending which is of particular 
relevance to the markets in which the Group operates. 
The economic variability is not restricted to the UK. Other 
territories continue to experience difficulties, sometimes political 
given the potential effects on domestic populations, implementing 
measures considered necessary given the economic conditions. 
The current outlook in the UK is one of underlying improvement 
tempered with the acceptance that there is still much work to do 
before the benefit is felt across the nation. As reported in previous 
Annual Reports, the outlook in other territories varies and remains 
unclear as to full recovery timeframes and degree of market 
volatility yet to be experienced. 
In the context of continuing uncertainties, forecasting remains 
challenging. Nonetheless, as best as practicably possible,  
the Group takes into account external opinions in regard  
to the economic outlook and the potential effect these may have 
on the Group’s markets. The Group has undertaken significant 
reorganisation activities in response to the changed environment, 
in order to size the Group’s operations commensurate with the 
markets served whilst also allowing for future growth.
13 www.armourgroup.uk.com
Business Review Governance Financial Statements Annual General Meeting Competition
Armour’s divisions operate in highly competitive markets and  
have to respond to market behaviour such as price deflation 
caused by advances in technology or aggressive pricing  
by competitors, possibly itself prompted by an unfavourable 
economic environment.
The divisions have established strong market positions by building 
recognised brands, adopting new technologies, launching exciting 
and award winning products and having the necessary infrastructure 
to meet customer needs. These positions are maintained through 
measures that include continued expenditure on new product 
development and facilities.
Changing consumer demands
The Group’s products are targeted at the consumer either through 
our retail customers or by being part of a larger product offering 
such as homes or vehicles. Consequently, the Group must 
respond to changing consumer demands that may be a response 
to aesthetic appeal, functionality or technological advancement.
The Group addresses this risk by reviewing its product lines and 
regularly introducing enhanced and refreshed generations, many 
of which win awards. Alternative channels to market which are  
not directly related to the high street are also investigated and 
developed, one such example being the agricultural vehicle  
market served by Armour Automotive. In addition, the Group’s 
Concept Design Centre focuses on emerging technologies  
and future product development strategies for the Group’s  
core product categories. 
Foreign manufacturers
A significant proportion of the Group’s products are sourced  
from outside the United Kingdom. Consequently, the Group  
is subject to associated risks, which include foreign exchange  
rate fluctuations, inflation in foreign countries and duties imposed 
on foreign goods. In addition, legal standards, which are  
a requirement of the designated market of sale, but not the 
country of manufacture, must be complied with.
The Group addresses this risk through Armour Asia which,  
based in Hong Kong, liaises directly with the Group’s Far Eastern 
suppliers. This operation contains management with significant 
experience of the Group’s activities and requirements and  
also local nationals with an understanding of local culture  
and practices.
In addition, both Armour Home and Armour Automotive retain 
UK-based assembly capability. This enables rapid response  
to customer demands, adaptability to short production runs and 
initial production of new products to identify errors and difficulties 
that may be encountered prior to offshore manufacture. 
Raw material prices
Many of the Group’s products contain copper (or other metals) 
and plastics whose prices can fluctuate either directly or by  
virtue of being a derivative product. The Group manages this risk 
by seeking long-term relationships with its development partners 
and suppliers, assessing lower cost design and, subject to other 
factors including market conditions, reflecting underlying cost 
increases in sales pricing.
Finance Director’s Report continued
Senior management
As with many other organisations, the Group is dependent upon 
the hard work, dedication and experience of its management  
and staff. This is particularly true during challenging economic 
conditions. The Board and senior management supervise and 
monitor all aspects of the Group’s operations in the context  
of the business strategy and the execution of remedial measures 
taken in response to market conditions. Retention of senior 
management is desired so that experience is maintained and 
short-term measures are implemented with the least disruption 
possible, all in the context of maintaining the Group’s business 
model and objectives.
The Remuneration Report on pages 23 to 25 details the 
procedures in place to attract, motivate and retain high  
calibre senior management personnel.
Internal controls
The Group has a system of internal controls, which are included 
within the Corporate Governance Statement on page 22 as part  
of the Group’s consideration and application of Corporate 
Governance as a whole. The Group continues to review its internal 
controls but recognises that any such procedures can provide 
only reasonable, not absolute, assurance.
Treasury management and banking arrangements
Use of the Group’s day-to-day asset-based funding facilities  
is performed by the operating subsidiary undertakings, but this  
is within the overall control set by the Group’s central treasury 
function with the objective of securing funding availability and 
flexibility to meet the Group’s ongoing requirements. Foreign 
exchange exposures are generally managed directly by the 
operating subsidiary undertakings but again within the  
guidelines and controls established by the Directors.
The Group maintains a continuing regular dialogue with its funders 
in regard to the Group’s performance and use of facilities.
Other financial risks
Details of credit risk, interest rate risk, currency risk, liquidity risk 
and capital management are given in Note 3 of the Consolidated 
Financial Statements on pages 34 to 36.
Performance indicators
The Group measures its performance through a number of 
performance indicators. The Group sales, EBITDA and basic 
underlying earnings per ordinary share performance indicators 
used by the Group are shown below where in each case the 
figures have, as applicable, been adjusted to show continuing 
operations only. However, whilst KPIs are important, they should 
not be viewed in isolation but in the context of the Chairman’s 
Statement, Chief Executive’s Review and other matters raised  
in regard to the Group’s operations and strategies throughout  
the Annual Report.
14 Armour Group plc Annual Report and Accounts 2013 Group sales
2009 
£000
2010 
£000
2011 
£000
2012 
£000
2013 
£000
Group sales 51,614 56,591 42,311 34,375 32,094
The Group’s sales since 2010 have been adversely affected by declining consumer confidence, which was initially adversely affected  
by the 2008 financial crisis and further depressed by the implementation of austerity measures after the May 2010 UK general election. 
However, whilst annual sales values are KPIs, they should be viewed in the context of the counter measures taken by the Group  
as discussed in the Chairman’s Statement, Chief Executive’s Review and within the Financial results section of this report.
EBITDA
EBITDA is defined as the earnings/(loss) before interest, taxation, depreciation, amortisation (of both goodwill and other intangible 
assets) and, if incurred, share-based payments. It provides a useful indicator of both profitability and cash generation. EBITDA has 
improved significantly in the current year and is compared to last year (which experienced exceptional items) in the table below.
2013 2012
Underlying 
£000 
Exceptional 
items 
(Note 5) 
£000 
Total 
(Note 28) 
£000 
Underlying 
£000
Exceptional 
items 
(Note 5) 
£000
Total 
(Note 28) 
£000
Profit/(loss) from operations 646 – 646 (1,201) (11,124) (12,325)
Depreciation 301 – 301 433 243 676
Amortisation and impairment 579 – 579 851 10,424 11,275
EBITDA 1,526 – 1,526 83 (457) (374)
The Group’s underlying EBITDA for the last five years is shown in the table below:
2009 
£000
2010 
£000
2011 
£000
2012 
£000
2013 
£000
Profit/(loss) from operations 1,528 1,172 (1,665) (1,201) 646
Depreciation 631 596 550 433 301
Amortisation and impairment 782 977 1,110 851 579
Share-based payments 65 32 18 – –
EBITDA 3,006 2,777 13 83 1,526
Basic underlying earnings/(loss) per ordinary share
The calculation of basic underlying earnings/(loss) per ordinary share for the current year, and the 2012 comparative, is shown  
in Note 10 of the Consolidated Financial Statements on page 41. The measure adjusts for share-based payments, discontinued 
operations and exceptional items. The table below shows the basic underlying earnings per ordinary share for five years.
2009 
£000
2010 
£000
2011 
£000
2012 
£000
2013 
£000
Profit/(loss) after taxation 886 879 (2,954) (12,159) 40
Loss from discontinued operations – – 485 – –
Exceptional items – – 1,045 10,694 –
Share-based payments 65 32 18 – –
Underlying profit/(loss) after taxation 951 911 (1,406) (1,465) 40
Weighted shares (000s) 65,056 65,056 79,851 93,627 93,627
Basic underlying earnings/(loss) per ordinary share 1.46p 1.40p (1.76)p (1.56)p 0.04p
John Harris, Finance Director
17 December 2013
15 www.armourgroup.uk.com
Business Review Governance Financial Statements Annual General Meeting Directors and Advisers 
Directors 
Bob Morton (71) FCA* 
Chairman 
Appointed as a non-executive Director and Chairman in January 
2002. He is also Chairman of Porta Communications Plc, Servoca 
Plc and St. Peter Port Capital Ltd and holds directorships in a wide 
range of private companies. He is a member of the Audit, 
Remuneration and Nominations Committees. 
George Dexter (51) BSC, ACA 
Chief Executive  
Appointed in April 1998. He was previously a Director of Brink’s 
(UK) Limited and held various positions at Transport Development 
Group plc and ML Holdings plc after qualifying as a Chartered 
Accountant. He is a member of the Nominations Committee. 
John Harris (53) BSC, ACA 
Finance Director and Company Secretary 
Appointed Finance Director in February 1999 and Company 
Secretary in April 2004. He was Finance Director of Howden Asia 
Pacific, part of Charter plc, where he held a number of positions 
including that of Group Financial Controller. He is a member of the 
Nominations Committee. 
Steve Bodger (64) MA, FCA* 
Senior Independent Director 
Appointed in January 2002. He is a Director of Work Group plc 
and is Chairman of a number of private companies. He is 
Chairman of the Audit, Remuneration and Nominations 
Committees. 
*Non-executive Directors 
 
Registered office 
Lonsdale House 
7–9 Lonsdale Gardens 
Tunbridge Wells 
Kent TN1 1NU  
Telephone: 01892 502700 
Facsimile: 01892 502707 
Registered Number: 00803572 
www.armourgroup.uk.com 
 
Advisers 
Auditors 
BDO LLP 
2 City Place 
Beehive Ring Road 
Gatwick 
West Sussex RH6 0PA 
Bankers 
Lloyds Bank plc 
2 City Place 
Beehive Ring Road 
Gatwick 
West Sussex RH6 0PA 
Nominated adviser and stockbrokers 
FinnCap 
60 New Broad Street 
London EC2M 1JJ 
Registrars 
Capita Asset Services 
The Registry 
34 Beckenham Road 
Beckenham 
Kent BR3 4TU 
Telephone: 0871 664 0300 
Facsimile: 020 8639 2342 
Solicitors 
Arnold & Porter (UK) LLP 
Tower 42 
25 Old Broad Street 
London EC2N 1HQ 
Financial PR 
Newgate Threadneedle 
5th Floor 
33 King William Street 
London 
EC4R 9AS 
Tel: 020 7653 9852 
Fax: 020 7653 9851 
16 Armour Group plc Annual Report and Accounts 2013  Business Review Governance Financial Statements Annual General Meeting
Directors’ Report 
 
  www.armourgroup.uk.com 17 
The Directors present their report and the audited financial statements for the year ended 31 August 2013. 
Principal activities  
Armour Group plc is a public limited company incorporated in Great Britain, registered number 00803572, which is listed on the 
Alternative Investment Market (“AIM”) of the London Stock Exchange. Its principal activity is that of a holding company providing 
corporate and technical guidance and services to its subsidiary undertakings.  
Armour Group plc is the ultimate parent company of a group, the principal activity of which is the design, manufacture, distribution and  
sale of consumer electronics, entertainment and furniture products focused on the home entertainment and in-vehicle communications 
and entertainment markets.  
Review of business  
The Chairman’s statement on page 1, Chief Executive’s statement on pages 4 to 11 and Finance Director’s Report on pages 12 to 15 
provide a review of the business, the Group’s trading for the year ended 31 August 2013, key performance indicators and an indication  
of future developments and risks. These form part of the Directors’ Report.  
Results and dividend  
The Group has reported its Consolidated Financial Statements in accordance with International Financial Reporting Standards  
as adopted by the European Union. The Group’s results for the year are set out in the Consolidated Statement of Comprehensive  
Income on page 27. The Company Financial Statements continue to be reported under UK GAAP.  
The Group’s profit before interest and taxation amounted to £0.6 million (31 August 2012: Loss before interest, taxation and exceptional 
items of £1.2 million. There were no exceptional items in the current year (31 August 2012: £11.1 million). The Group’s profit for the year 
was £0.04 million (31 August 2012: Loss of £12.2 million).  
The Directors did not recommend a dividend for the year ended 31 August 2012 and have not recommended a final dividend for the  
year ended 31 August 2013. 
Directors  
The following persons were Directors during the year ended 31 August 2013 and up to the date of this report: 
Bob Morton 
George Dexter 
John Harris 
Steve Bodger 
The names of the Directors and Company Secretary, along with their brief biographical details, are given on page 16.  
Directors’ interests  
The Directors’ interests in the Company’s shares and options over ordinary shares are shown in the Remuneration Report on 
pages 23 to 25.  
The Company has taken out insurance to indemnify Directors and Officers of the Group against third party claims.  
No Director has any beneficial interest in the share capital of any subsidiary undertaking.  
At the start of the year, the Company had a £2.0 million loan agreement with Hawk Investment Holdings Limited, a company in which 
Bob Morton has a beneficial interest. On 24 July 2013, the loan was repaid using bridging finance made available by Groundlinks Limited, 
a company which is considered to be a related party to Bob Morton. On 6 August 2013, the Company entered a new £2.0 million loan 
agreement with Hawk Investment Holdings Limited and the bridging finance was repaid. The purpose of these loans was to assist with 
working capital requirements during and immediately following a period of restructuring pursuant to the economic environment. This 
related party transaction is disclosed in Note 26 of the Consolidated Financial Statements. Other than this loan agreement, no Director 
had any material interest at any time during the year in any contract with the Company or any of its subsidiary undertakings, other than  
his service contract and indemnity agreements.  
Corporate governance  
The Financial Reporting Council issues and updates the UK Corporate Governance Code. The Company has, as far as practical, 
voluntarily complied with this code and a review of the Company’s application of its principles and provisions is given in the Corporate 
Governance Statement on pages 20 to 22. This also includes the Statement of Directors’ Responsibilities in preparing the Annual Report 
and financial statements on page 22. The Corporate Governance Statement forms part of this Directors’ Report. 
Disclosure of information to auditors 
As far as the Directors are aware, there is no relevant audit information (that is, information needed by the Group’s Auditors in connection 
with preparing their Report) of which the Group’s Auditors are unaware, and each Director has taken all reasonable steps that he ought  
to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Group’s Auditors  
are aware of that information.   Directors’ Report continued 
 
18 Armour Group plc Annual Report and Accounts 2013 
Donations  
The Group made no charitable and no political donations in either the current or preceding year.  
Financial instruments  
The financial risk management objectives of the Group including credit risk, interest rate risk and currency risk are provided in Note 3  
of the Consolidated Financial Statements on pages 34 to 36. 
Creditor payment policy  
The Group does not follow any formal code or standard on payment practice. However, its policy is for subsidiary undertakings to agree 
terms and conditions for their business transactions with suppliers. Payment is normally made on these terms, subject to the terms and 
conditions being met by the suppliers. The Company had no trade creditors at the year end. The number of trade creditor days of the 
Group outstanding at the year end was 59 (31 August 2012: 54) days.  
Research and development  
The Company and its subsidiary undertakings are committed to ongoing research and development to meet the changing needs of the 
markets that they serve. Research and development expenditure totalled £1.2 million for the year of which £0.5 million was expensed  
to the Consolidated Statement of Comprehensive Income and £0.7 million was capitalised as intangible assets.  
Employees  
The Group’s policy is to encourage effective communication and consultation between employees and management. Subsidiary 
undertakings develop their own consultative and communication procedures as part of their operating practices.  
The Company and its subsidiary undertakings give full consideration to applications for employment made by disabled people,  
having regard to their aptitudes and abilities. Should employees become disabled during their employment, they are considered for  
any necessary retraining and available work within their capabilities. For the purposes of training, career development and promotion, 
disabled employees are treated in the same way as other employees. 
Environmental policy  
The Group consults professional experts on environmental matters as part of pre-acquisition enquiries for new businesses and takes 
appropriate action on the advice received. The Group is committed to maintaining a responsible attitude to environmental management 
in all areas of its business.  
Share capital structure  
At 31 August 2013, the Company’s authorised share capital was £15,000,000 divided into 883,679,397 ordinary shares of 1p each and 
68,480,067 deferred shares of 9p each.  
At 31 August 2013, the Company’s issued share capital was £7,133,721 divided into 97,051,496 ordinary shares of 1p each and 
68,480,067 deferred shares of 9p each. 
Save for shares held by the Armour Employees’ Share Trust, holders of ordinary shares are entitled to one vote per share at the 
meetings of the Company. The holders of the deferred shares have restricted rights including no entitlement to receive any dividend 
or other distribution nor to receive notice or speak or vote at general meetings of the Company. No application has or will be made 
for the deferred shares to be admitted to trading on AIM or any other stock exchange and consequently the deferred shares are not 
freely transferable. 
Further details of the Company’s share capital is given in Note 23 of the Consolidated Financial Statements. 
Armour Employees’ Share Trust  
The Armour Employees’ Share Trust is a discretionary settlement, controlled and managed by an independent trustee company. It is 
empowered to purchase the Company’s ordinary shares (up to a maximum of 5% of the issued ordinary share capital) and subsequently 
make them available to employees, principally through the grant and exercise of rights under certain share option schemes operated by 
the Company. At 31 August 2013, the Armour Employees’ Share Trust held 3,424,000 ordinary shares but these have not been allocated 
to any specific beneficiaries under any scheme. The trustee is required to waive both voting rights and dividends payable on any ordinary 
share in the Company in excess of 0.001p, unless otherwise directed by the Company.  Business Review Governance Financial Statements Annual General Meeting
  www.armourgroup.uk.com 19 
Substantial interests  
The Company has been notified that, as at 17 December 2013, the following shareholders are interested in 3% or more of the ordinary 
shares in issue:  
 %
Hawk Investment Holdings Limited 29.9
Mr Robert Atherton 4.2
Seraffina Holdings Limited 3.8
Armour Employees’ Share Trust 3.5
Maven Capital Partners Limited 3.4
National Grid UK Pension Scheme 3.1
The Directors have not been advised of any other substantial interest in the share capital of the Company.  
Share option schemes  
Details of employee share schemes are set out in Note 25 of the Consolidated Financial Statements.  
No grant of options was made in either the current or prior year under any of the Company’s employee share schemes. 
No options were granted to the executive Directors.  
No options were exercised in either the current or prior year.  
Going concern  
After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational 
existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements. 
Auditors  
BDO LLP has expressed its willingness to continue in office as Auditors and a resolution to reappoint them will be proposed at the 
forthcoming Annual General Meeting.  
Annual General Meeting  
The Annual General Meeting will be held on Monday 24 February 2014.  
The ordinary business comprises receipt of the Directors’ Report and audited financial statements for the year ended 31 August 2013, 
the reappointment of BDO LLP as Auditors and authorisation of the Directors to determine the Auditors’ remuneration, the reappointment 
of George Dexter as a Director and authorisation of the Directors to allot shares. Resolutions 1 to 4 deal with these matters.  
The special business comprises the disapplication of Section 561 of the Companies Act 2006 and the authority for the Company  
to purchase its own ordinary shares. Resolutions 5 and 6 deal with these matters.  
The Notice of Annual General Meeting and the ordinary and special resolutions to be put to the meeting are included at the end of this 
Annual Report and financial statements.  
 
 
 
 
 
John Harris  
Company Secretary 
 
17 December 2013  Corporate Governance Statement  
20 Armour Group plc Annual Report and Accounts 2013 
Corporate governance statement 
The Company is committed to good standards of corporate governance. The Financial Reporting Council issues and updates the UK 
Corporate Governance Code (the “Code”), which fully listed companies are expected to adopt or explain any particular circumstances 
where the Code’s provisions are not adopted. Although the Company is listed on the Alternative Investment Market, and therefore not 
required to comply with the Code, it has, as far as practical, voluntarily followed its guidelines. The latest edition of the Code was 
published in September 2012 for adoption in reporting periods starting from 1 October 2012. As this was after the start of the Company’s 
reporting period, this statement and the Remuneration Report outline how the Company has applied the relevant provisions of the Code 
that was issued for accounting periods starting on or after 29 June 2010 and is applicable over the reported period. 
The Board 
The Board comprises two non-executive Directors and two executive Directors. Bob Morton is the non-executive Chairman and Steve 
Bodger is the non-executive Senior Independent Director. The position of Chief Executive is separate from that of Chairman and is held  
by George Dexter. Biographical details of all Board members are shown on page 16. 
The Board is the link in the chain of authority between the shareholders and the executive management and, as such, plays a key role  
in the corporate governance process. It recognises the dual role played by the executive Directors as both members of the Board and 
leaders of the executive management team. This duality is addressed by the non-executive Directors through their positions of authority 
on the Board and through the Board committees that they manage. 
The Board believes that restricting its membership to four is appropriate, given the Group’s size, and enables collective decisions to be 
made without undue delay. However, the Board recognises that its capacity is limited and, consequently, reserves to itself the making  
of strategic (including budget approval) and broad policy decisions. Day-to-day decisions and policies are delegated to the executive 
Directors. The Board monitors progress on strategy and policy either through its committees or directly through the executive Directors. 
A formal schedule of matters is reserved for consideration at Board meetings, which is updated as and when new situations require.  
Key activities of the business are reviewed and the Board receives full supporting papers to enable it to do so effectively. The Company 
Secretary is responsible to the Board and is available to individual Directors in respect of Board procedures. Directors may take 
independent professional advice on any matter relating to the Company at the Company’s expense. 
The Board met eleven times during the year with all the Directors present at all meetings.  
Board independence 
In selecting Directors, the Company looks for individuals who provide business experience, strong personal skills and independence  
of thought and perspective. The non-executive Directors regularly visit the operations and have a sound understanding of the Group’s 
businesses and affairs, enabling them to properly evaluate information and responses provided by management. They provide an 
objective challenge to management by being prepared to question assumptions and air alternative views as necessary for the good  
of the businesses and Group as a whole. 
The Code sets out circumstances that may be relevant to the Board’s determination of whether a non-executive Director is independent.  
Bob Morton has declared to the Board his beneficial and non-beneficial interests in the Company’s shares and related party transactions  
and these interests are taken into account at all meetings of the Board and any decisions made by the Board as appropriate.  
The Board believes the non-executive Directors’ experience and knowledge of the Group’s businesses, combined with their external 
business experience, enable them to provide both an effective challenge and a constructive contribution to the Board. 
Board committees 
The terms of reference for the Nominations, Remuneration and Audit Committees have been approved by the Board and are on the 
Group’s website www.armourgroup.uk.com. 
The Nominations Committee 
The Nominations Committee meets as and when required to consider candidates for appointment as Directors. All Directors are required 
to submit themselves for re-election on the third anniversary of their last appointment. All of the Directors are members of the Nominations 
Committee of which Steve Bodger is the Chairman. 
The Nominations Committee did not meet during the year as the membership of the Board was both functional and stable.   Business Review Governance Financial Statements Annual General Meeting
 
  www.armourgroup.uk.com 21 
The Remuneration Committee 
The Remuneration Committee is responsible for ensuring that the remuneration packages of the executive Directors and senior managers  
are appropriate to attract, motivate and retain high calibre individuals. The Remuneration Report on pages 23 to 25 contains more 
detailed information on the Committee’s role and the Directors’ remuneration and fees. The members of the Remuneration Committee 
are the two non-executive Directors, Steve Bodger, who is the Chairman, and Bob Morton. 
The Remuneration Committee met twice during the year and both members were present. 
The Audit Committee 
The Audit Committee monitors the effectiveness of the internal controls and reviews the interim and annual financial statements before 
submission to the Board. It also advises the Board on the appointment of Auditors, reviews their fees and discusses the nature, scope 
and results of the audit with the Auditors. 
The members of the Audit Committee are the two non-executive Directors, Steve Bodger, who is the Chairman, and Bob Morton. 
The Audit Committee met six times during the year and both members were present on each occasion. The executive Directors were 
invited to attend these meetings. The Company’s Auditors may also be invited to attend meetings, particularly to discuss the results  
of the annual audit, and are available to the Audit Committee throughout the year as and when required. 
The Audit Committee monitors the objectivity and independence of the Company’s Auditors. Generally, the Auditors’ non-audit services  
are restricted to taxation advice and compliance. Any proposed additional work is considered on an individual basis. 
Performance and evaluation 
The performance of the Board and its Committees has been evaluated during the year in light of the size of the Group and resources 
available. The conclusions of this review were that: 
 There was the potential to increase the number of non-executive Directors, but that this was not necessary given the size of the Group; 
 The number of Board meetings and information presented at those meetings allowed continual monitoring of progress and informed 
decision making throughout the year; and 
 The Committees operated satisfactorily throughout the year and were able to attend to Group issues in a timely manner. 
Relations with shareholders 
The Company maintains communication with institutional shareholders through individual meetings with senior management and through 
reports published by the Company’s stockbrokers. Private shareholders are encouraged to attend the Annual General Meeting at which 
the Company’s activities are considered and questions answered. General information about the Company and its businesses is also 
available on the Company’s website: www.armourgroup.uk.com. 
Compliance with the code 
Throughout the year ended 31 August 2013, the Company has as far as practicable followed the guidelines set out in the Code 
applicable for accounting periods starting on or after 29 June 2010. The areas of diversion from the code are: 
 B.2.3 Non-executive appointments are not restricted to specified terms other than by the requirement for re-election every three years; 
 B.7.1 Non-executive Directors who have served longer than nine years are not subsequently automatically required to be re-elected 
on an annual basis. The Company considers that the benefit conferred by continuity of service, coupled with the existing requirement 
for re-election every three years, and the terms of non-executive Directors’ service contracts to be appropriate; 
 C.3.1 The Code recommends that the Audit Committee comprise (excluding the Chairman) entirely independent non-executive 
Directors and that, given the Company’s size, there should be at least two. The Company’s Audit Committee comprises two non-
executive Directors, one of whom is the Company’s Chairman; and 
 D.2.1 The Code recommends that the Remuneration Committee comprise at least two independent non-executive Directors. 
The Group’s Remuneration Committee comprises two non-executive Directors, one of whom is the Company’s Chairman. 
Whilst the Company is committed to good standards of corporate governance, it is assessing the implications of the new code 
introduced for adoption in reporting periods starting from 1 October 2012.  Corporate Governance Statement continued 
22 Armour Group plc Annual Report and Accounts 2013 
Internal controls 
The Board has overall responsibility for the Group’s system of internal control. It should be recognised that any such system of internal 
control can provide only reasonable, but not absolute, assurance against material misstatement or loss. The Board confirms that it has 
carried out a review of the effectiveness of the Group’s internal controls as operated during the year. 
Processes to assess and manage the risks to success faced by the businesses are reviewed and improved as necessary. The objective  
is to enable the businesses to achieve their objectives without being hindered by circumstances that could have been reasonably 
foreseen whilst, at the same time, not adversely constricting the businesses with unnecessary bureaucracy. The principal elements  
of the system, which are designed to recognise the specific requirements of the Group, include: 
 An organisational structure with defined levels of responsibility and delegation of authority, which is subject to the overall Group  
control procedures; 
 Review of the risks faced by the businesses; 
 Comprehensive budgeting system producing detailed profit and loss account, balance sheet and cash flows, which are approved  
by the Board; 
 Monthly reporting of results that are compared to budget and revised forecasts; 
 Regular meetings with the Managing Directors of the Group’s operating divisions to review the current and forecast performance  
of each business; 
 Central control over key areas such as capital expenditure authorisation, insurance and banking facilities; and 
 Annual completion by the operating divisions of a self-certification internal control questionnaire, which confirms that appropriate 
controls are in place. Where potential weaknesses are identified, appropriate action is taken. 
The Group continues to review its system of internal control to ensure compliance with best practice, whilst also having regard to its size  
and the resources available. In this context, the Board has concluded that the introduction of an internal audit function is not appropriate  
at this juncture. 
Statement of Directors’ responsibilities 
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law 
and regulations. 
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected  
to prepare the Group’s Consolidated Financial Statements in accordance with International Financial Reporting Standards (“IFRS”)  
as adopted by the European Union, and the Company Financial Statements in accordance with United Kingdom Generally Accepted 
Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the Directors must not approve  
the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and  
of the profit or loss of the Group for that period. The Directors are also required to prepare financial statements in accordance with  
the rules of the London Stock Exchange for companies trading securities on the Alternative Investment Market. 
In preparing these financial statements, the Directors are required to: 
 Select suitable accounting policies and then apply them consistently; 
 Make judgements and accounting estimates that are reasonable and prudent; 
 State whether they have been prepared in accordance with applicable accounting standards, 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 Company will 
continue in business. 
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s 
transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them 
to ensure that the financial statements comply with the requirements of the Companies Act 2006. They are also responsible for 
safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection  
of fraud and other irregularities. 
Website publication 
The Directors are responsible for ensuring the Directors’ Report and financial statements are made available on a website. Financial 
statements are published on the Company’s website in accordance with legislation in the United Kingdom governing the preparation  
and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the 
Company’s website is the responsibility of the Directors. The Directors’ responsibility also extends to the ongoing integrity of the  
financial statements contained therein.  Business Review Governance Financial Statements Annual General Meeting
Remuneration Report  
  www.armourgroup.uk.com 23 
Scope of Report 
The Remuneration Report sets out the Company’s remuneration policy and, particularly, its approach for Directors. It also explains  
how the Company applies the principles of good corporate governance in relation to remuneration. This report has been prepared  
by the Remuneration Committee and has been approved by the Board. 
Composition and role 
The Remuneration Committee’s members are Steve Bodger, who is the Chairman, and Bob Morton. The Committee is responsible  
for reviewing all senior executive appointments and determining the Group’s policy in respect of the terms of employment, including 
remuneration packages of executive Directors and for monitoring senior management development programmes. The operation  
of the Committee is in compliance with the principles which are incorporated in Schedule A of the UK Corporate Governance Code  
(the “Code”). The Committee has given full consideration to the best practice provisions set out in the Code in determining the 
remuneration packages for executive Directors. 
Remuneration policy 
The objective of the Group’s remuneration policy is to attract, motivate and retain high calibre individuals who will contribute fully  
to the success of the Group. To achieve this objective, the Group provides competitive salaries and benefits to all employees.  
Packages are established having regard to current market practice. 
Executive Directors’ remuneration is set to create an appropriate balance between both fixed and performance-related elements. 
Performance-related elements are intended to comprise a significant part of potential remuneration. Remuneration is reviewed each  
year in light of the Group’s business objectives. It is the Remuneration Committee’s intention that remuneration should reward 
achievement of objectives and that these are aligned with shareholders’ interests over the medium term. 
Remuneration consists of the following elements: 
 Basic salary; 
 Performance-related annual bonus; 
 Benefits; 
 Defined contribution pension payments; and 
 Share options. 
Bonuses and benefits 
The executive Directors’ bonus scheme is linked to the Group’s year on year profit performance and working capital management. 
Divisional performance-related bonus schemes are considered on the basis that bonuses may be payable to senior executives provided 
their divisional results reach pre-set profit and cash generation targets. 
Senior executives’ benefits typically, but not necessarily, include a car (or cash alternative) and insurance for life, disability and health care. 
Share options 
The Company has a number of share option schemes, details of which are in Note 25 of the Consolidated Financial Statements.  
Under these schemes, share options have been granted to the executive Directors and senior executives within the Group. 
The grant of share options is a recognised mechanism, practiced by the Company, to encourage continual improvement and align  
the interests and objectives of the senior management team with those of shareholders over the medium term. 
In its review of share options, the Remuneration Committee is mindful of recommended practice, which is taken into account with  
other factors that include: 
 The available headroom under the schemes for new grants; 
 The price of previously granted options and whether these continue to act as the intended incentive; and 
 Share price movements as compared to the Group’s performance. 
Pension arrangements 
The majority of senior executives are members of a defined contribution pension plan operated by the Group or, alternatively,  
have their own personal pension arrangements to which the Group contributes between 7% and 11% of pensionable salary.  Remuneration Report continued 
24 Armour Group plc Annual Report and Accounts 2013 
Executive Directors’ service contracts 
The executive Directors have service contracts with the Company, which are not of fixed duration and are terminable by either party giving 
twelve months’ written notice. 
Non-executive Directors 
There are service contracts with the Company for the provision of non-executive Directors’ services, which may be terminated by either  
party giving three months’ written notice. The fees payable for the services of the non-executive Directors are set by the Board. 
Directors’ remuneration 
The following table summarises the total gross remuneration, excluding gains on the exercise of options, of the Directors who served 
during the year ended 31 August 2013. 
     
Total remuneration 
excluding pensions Pension contributions 
 
Fees  
£000  
Basic salary  
£000  
Bonus 
£000 
Benefits
£000 
31 August 
2013
£000 
31 August  
2012 
£000  
31 August 
2013 
£000 
31 August 
2012
£000
Executive     
George Dexter  – 180 – 15 195 194 18 18
John Harris  – 120 – 13 133 132 13 13
Non-executive     
Bob Morton  – – – – – – – –
Steve Bodger  30 – – – 30 30 – –
Total 2013  30 300 – 28 358 – 31 –
Total 2012  30 300 – 26 – 356 – 31
The above figures represent remuneration earned as Directors during the relevant year. Benefits relate to the assessable taxation benefits 
arising from a company car allowance and insurance for life, disability and health care. The figures for pensions shown above are the 
contributions paid by the Company. Neither George Dexter nor John Harris exercised any options during the current or prior year. 
Directors’ shareholdings 
The Directors, who served during the year ended 31 August 2013 and who held an interest in the ordinary shares of the Company, 
were as follows: 
 At 31 August 2013 At 31 August 2012 
 
Ordinary 
shares 
of 1p each
Deferred 
shares 
of 9p each
Options on 
Ordinary 
shares
Ordinary 
shares  
of 1p each 
Deferred
shares 
of 9p each
Options on 
Ordinary
shares
Bob Morton 30,228,397 14,225,152 – 30,228,397 14,225,152 –
George Dexter 1,854,736 1,354,736 – 1,854,736 1,354,736 500,000
John Harris 247,969 176,541 – 247,969 176,541 700,000
Steve Bodger 242,857 100,000 – 242,857 100,000 –
At 31 August 2013, in addition to his beneficial interest in the share capital of the Company, Bob Morton had a non-beneficial interest  
in 7,758,185 ordinary shares of 1p each (representing 8% of the ordinary shares in issue) and 6,120,000 deferred shares of 9p each 
(representing 8.9% of the deferred shares in issue). There have been no changes in the Directors’ share interest from 1 September 2013  
to 17 December 2013.  Business Review Governance Financial Statements Annual General Meeting
 
  www.armourgroup.uk.com 25 
Share options 
The non-executive Directors are not entitled to participate in the Company’s share option schemes. The share options held by the 
executive Directors are as follows: 
1999 Unapproved Executive Share Option Scheme 
 
Options at  
31 August  
2013 
Lapsed
during 
the year
Options at 
1 September 
2012
Exercise 
price 
p Exercise period
John Harris – (200,000) 200,000 34.5 24 July 2004 – 23 July 2013
Enterprise Management Incentive Share Option Plan 
 
Options at  
31 August  
2013 
Movements 
during 
the year
Options at 
1 September 
2012
Exercise 
price 
p Exercise period
George Dexter  – (500,000) 500,000 20.0 21 January 2004 – 20 January 2013
John Harris  – (500,000) 500,000 20.0 21 January 2004 – 20 January 2013
The details of these share option schemes are set out in Note 25 of the Consolidated Financial Statements. The high-low market price  
of ordinary shares in the Company during the year was 6.13p – 2.00p and the market price of the ordinary shares at 31 August 2013  
was 6.00p (31 August 2012: 2.75p). 
By order of the Board 
 
 
 
 
John Harris  
Company Secretary 
 
17 December 2013 
  Independent Auditors’ Report to the Shareholders of Armour Group plc 
26 Armour Group plc Annual Report and Accounts 2013 
We have audited the financial statements of Armour Group plc for the year ended 31 August 2013 which comprise the Consolidated 
Statement of Comprehensive Income, Consolidated Statement of Financial Position and Company Balance Sheet, Consolidated 
Statement of Changes in Shareholders' Equity, Consolidated Statement of Cash Flows and the related notes. The financial reporting 
framework that has been applied in the preparation of the Group’s Financial Statements is applicable law and International Financial 
Reporting Standards (“IFRS”) as adopted by the European Union. The financial reporting framework that has been applied in preparation 
of the Company Financial Statements is applicable law and United Kingdom Accounting Standards (“United Kingdom Generally Accepted 
Accounting Practice”).  
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act  
2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state  
to them in an auditors’ 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 
As explained more fully in the statement of Directors’ responsibilities, the Directors are responsible for the preparation of the financial 
statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial 
statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require  
us to comply with the Financial Reporting Council’s Ethical Standards for Auditors. 
Scope of the audit of the financial statements 
A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s website at 
www.frc.org.uk/auditscopeukprivate. 
Opinion on financial statements 
In our opinion: 
 The financial statements give a true and fair view of the state of the Group’s and the Company’s affairs as at 31 August 2013 and  
of the Group’s profit for the year then ended; 
 The Group’s financial statements have been properly prepared in accordance with IFRS as adopted by the European Union; 
 The Company’s financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting 
Practice; and 
 The financial statements have been prepared in accordance with the requirements of the Companies Act 2006. 
Opinion on other matters prescribed by the Companies Act 2006 
In our opinion the information given in the Directors’ Report for the financial year for which the financial statements are prepared  
is consistent with the financial statements. 
Matters on which we are required to report by exception 
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if,  
in our opinion: 
 Adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received  
from branches not visited by us; or 
 The Company financial statements are not in agreement with the accounting records and returns; or 
 Certain disclosures of Directors’ remuneration specified by law are not made; or 
 We have not received all the information and explanations we require for our audit. 
 
 
 
John Everingham (Senior statutory auditor) 
For and on behalf of BDO LLP, statutory auditor 
Gatwick, United Kingdom 
 
17 December 2013 
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127). 
  Business Review Governance Financial Statements Annual General Meeting
Consolidated Statement of Comprehensive Income 
For the year ended 31 August 2013 
  www.armourgroup.uk.com 27 
  
 
Note 
31 August 
2013
£000
31 August
 2012
£000
Revenue 4 
32,094 34,375
Changes in inventory of finished goods and work in progress   (600) (1,532)
Raw materials and consumables   
(18,272) (18,932)
Employee benefits costs  7 
(6,572) (6,809)
Depreciation and amortisation expense   
(880) (1,284)
Other expenses   
(5,124) (7,019)
Total expenses excluding exceptional items  
(31,448) (35,576)
Profit/(loss) from operations before exceptional items 4 
646 (1,201)
Exceptional items 5 
– (11,124)
Total profit/(loss) from operations  4,6 
646 (12,325)
Finance expense  8 
(595) (592)
Finance income  8  
2 3
Profit/(loss) before taxation   
53 (12,914)
Taxation (charge)/credit 9  
(13) 755
Profit/(loss) for the year  
40 (12,159)
Other Comprehensive Income  
Exchange gains on translation of foreign operations  
6 –
Total Other Comprehensive Income  
6 –
Total Comprehensive Profit/(Loss) for the year  
46 (12,159)
  
Earnings/(loss) per ordinary share  10 
Basic   
0.04p (12.98)p
Diluted   
0.04p (12.98)p
The Notes on pages 30 to 49 form part of the Consolidated Financial Statements. 
  Consolidated Statement of Financial Position 
At 31 August 2013 
28 Armour Group plc Annual Report and Accounts 2013 
 
Note  
31 August
2013 
£000
31 August 
2012
£000
Non-current assets   
Goodwill  12 12,084 12,084
Other intangible assets  13  2,602 2,486
Property, plant and equipment  14 709 862
Deferred taxation asset 22 714 821
Total non-current assets   16,109 16,253
Current assets   
Inventories  16  7,957 8,529
Trade and other receivables  17  6,703 6,639
Corporation taxation asset  205 –
Cash and cash equivalents  18  302 327
Total current assets   15,167 15,495
Total assets   31,276 31,748
Current liabilities   
Bank overdrafts and borrowings  20  (7,951) (7,924)
Trade and other payables  19  (6,179) (6,725)
Corporation taxation liability   (27) –
Provisions  21  (48) (221)
Total current liabilities  (14,205) (14,870)
Non-current liabilities  
Provisions 21 (76) –
Deferred taxation liability 22 (71) –
Total non-current liabilities  (147) –
Total liabilities  (14,352) (14,870)
Total net assets   16,924 16,878
  
Equity   
Share capital  23  7,134 7,134
Share premium  24  10,084 10,084
Other reserves  24  871 871
Retained earnings  24  (737) (777)
Translation reserve  24  144 138
Share trust reserve  24  (572) (572)
Total equity   16,924 16,878
These financial statements were approved by the Board and authorised for issue on 17 December 2013. 
 
 
 
 
George Dexter John Harris 
Director Director 
The Notes on pages 30 to 49 form part of the Consolidated Financial Statements. 
  Business Review Governance Financial Statements Annual General Meeting
Consolidated Statement of Changes in Shareholders’ Equity 
For the year ended 31 August 2013 
  www.armourgroup.uk.com 29 
  
 
Share  
capital  
£000  
Share 
premium 
£000 
Other 
reserves 
£000 
Retained 
earnings 
£000 
Translation  
reserve  
£000  
Share trust 
reserve 
£000 
Total 
equity 
£000
At 1 September 2011 7,134 10,084 871 11,382 138 (572) 29,037
   
Total Comprehensive Loss – – – (12,159) – – (12,159)
   
At 31 August 2012 7,134 10,084 871 (777) 138 (572) 16,878
   
Total Comprehensive Profit – – – 40 6 – 46
   
At 31 August 2013 7,134 10,084 871 (737) 144 (572) 16,924
The Notes on pages 30 to 49 form part of the Consolidated Financial Statements. 
Consolidated Statement of Cash Flows 
For the year ended 31 August 2013 
Note 
31 August 
2013 
£000
31 August 
2012
£000
Cash flow from operating activities   
Cash generated from operations  28  1,390 1,008
Income taxes paid  (11) (70)
Net cash inflow from operating activities   1,379 938
Investing activities   
Purchase of property, plant and equipment   (166) (166)
Sale of property, plant and equipment   – 46
Expenditure on intangible assets   (695) (920)
Interest received   2 3
Net cash used in investing activities   (859) (1,037)
Financing activities   
New loans  2,000 2,800
Repayment of loans   (2,234) (2,646)
Interest paid   (479) (492)
Net cash used in financing activities   (713) (338)
Net decrease in cash, cash equivalents and bank overdrafts  29  (193) (437)
Currency variations on cash, cash equivalents and bank overdrafts   6 (1)
Cash, cash equivalents and bank overdrafts at the start of the year   318 756
Cash, cash equivalents and bank overdrafts at the end of the year  18  131 318
The Notes on pages 30 to 49 form part of the Consolidated Financial Statements.  Notes to the Consolidated Financial Statements 
30 Armour Group plc Annual Report and Accounts 2013 
1 Accounting policies  
Basis of preparation 
The Group’s Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards, 
International Accounting Standards and Interpretations (collectively “IFRS”) issued by the International Accounting Standards Board  
as adopted by the European Union and with those parts of the Companies Act 2006 applicable to companies preparing their financial 
statements under IFRS. 
The principal accounting policies adopted in the preparation of the Group’s Consolidated Financial Statements are set out below.  
The policies have been consistently applied to all of the years presented, unless otherwise stated. 
Changes in accounting policies 
New standards, interpretations and amendments effective from 1 September 2012. 
The following new standards, interpretations and amendments effective for the first time from 1 September 2012 have not had a material 
effect on the financial statements: 
 IAS 12 (Amendment): Deferred Tax – Recovery of underlying assets (from 1 January 2012); and 
 IAS 1 (Amendment): Presentation of items of Other Comprehensive Income (from 1 July 2012). 
Basis of consolidation 
These Consolidated Financial Statements present the results of the Company and its subsidiary undertakings (“Group”) as if they form  
a single entity. Subsidiary undertakings are entities over which the Company has control in terms of the power to govern the financial  
and operating policies of an acquired entity so as to obtain benefits from its activities. Intercompany transactions and balances between 
entities within the Group are therefore eliminated in full. 
Business combinations 
These Consolidated Financial Statements incorporate the results of business combinations using the purchase method. In the 
Consolidated Statement of Financial Position, the acquired identified assets, liabilities and contingent liabilities are initially recognised  
at their fair values at the date of acquisition. The results of acquired operations are included in the Consolidated Statement of 
Comprehensive Income from the date on which control is obtained. 
Goodwill 
Goodwill arising on the acquisition of a business represents any excess of the fair value of the consideration over the fair value of 
the identifiable assets and liabilities acquired. The identifiable assets and liabilities acquired are incorporated into the Consolidated 
Financial Statements at their fair value to the Group. 
Goodwill is not amortised but tested for impairment annually. Any impairment is recognised immediately in the Consolidated Statement  
of Comprehensive Income and is not subsequently reversed. On disposal of a business, the attributable amount of goodwill is included  
in the determination of the profit or loss on disposal. 
Intangible assets (excluding goodwill) 
Intangible assets (excluding goodwill) include the following: 
(a) Development costs 
Both internal and external development costs, associated with the production of saleable products, are capitalised as an intangible asset  
in accordance with the criteria of IAS 38 which include that the asset created can be identified, the cost can be measured reliably and  
it is probable that the asset will generate future economic benefits. The asset is then amortised on a straight-line basis over the expected  
sales period for the product, on a product type by product type basis, which is usually between three and ten years. 
Where no intangible asset can be identified, development costs are recognised as an expense in the financial period in which they 
are incurred. 
(b) Other intangible assets 
Other intangible assets include investments, recorded at cost, in software (which is separately identifiable from the hardware on which  
it runs) and acquired brands. The assets so created are amortised on a straight-line basis over their expected useful lives as follows: 
software between three and five years and brands twenty years. 
Where the software is not separately identifiable from the hardware, it is included with the hardware in property, plant and equipment. 
Impairment of non-financial assets 
Impairment tests on goodwill and other intangible assets with indefinite useful lives are undertaken annually for the reporting year end. 
Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying 
amount may not be recoverable. Where the carrying value of an asset is judged to exceed its recoverable amount (i.e. the higher of value 
in use or the fair value less costs to sell), the asset is written down accordingly. 
Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset’s cash-
generating unit (i.e. the lowest group of assets, in which the asset belongs, for which there are separately identifiable cash flows).  
Goodwill is allocated on initial recognition to each of the Group’s cash-generating units that are expected to benefit from the synergies  
of the combination giving rise to the goodwill. 
Impairment charges, and the reversal of previous impairment charges, are expensed/credited to the Consolidated Statement  
of Comprehensive Income.  Business Review Governance Financial Statements Annual General Meeting
 
  www.armourgroup.uk.com 31 
Property, plant and equipment 
Property, plant and equipment are stated at cost less the accumulated depreciation and, where appropriate, provision for impairment  
in value or estimated loss on disposal. Property, plant and equipment are depreciated over their estimated useful lives on a straight-line 
basis as follows: 
Leasehold improvements    over the term of the lease 
Plant and equipment and fixtures and fittings  10% – 33% 
Motor vehicles    20% – 25% 
Foreign currencies 
The results of overseas subsidiary undertakings are translated into sterling at the actual rates of exchange during the financial period and 
their balance sheets at the rates ruling at the financial period end. Gains or losses arising on the translation of the opening net assets and 
results of overseas subsidiary undertakings are recognised in Other Comprehensive Income and taken to the Group’s translation reserve. 
Transactions denominated in foreign currencies are translated into sterling at the exchange rate in operation on the date of the 
transaction. Monetary assets and liabilities originally denominated in foreign currencies are translated into sterling at the exchange rate  
in operation at the date of the financial period end. Exchange gains and losses are reported as part of the Consolidated Statement  
of Comprehensive Income. 
Financial instruments 
(a) Derivative financial instruments 
The Group uses foreign exchange forward contracts to hedge financial risks to changes in foreign currency exchange rates. 
These financial instruments are included in the Consolidated Statement of Financial Position as assets or liabilities at their fair values. 
The Group does not use derivative financial instruments for speculative purposes but its financial instruments do not qualify for hedge 
accounting under IFRS and consequently changes in their fair values are recognised in the Consolidated Statement of Comprehensive 
Income as they arise.  
(b) Bank borrowings 
Bank borrowings are initially recognised at fair value. Such interest bearing liabilities are subsequently measured at amortised cost using 
the effective interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the 
balance of the liability carried in the Consolidated Statement of Financial Position. The interest expense includes initial transaction costs 
and premiums payable on redemption, as well as any interest coupon payable while the liability is outstanding. 
(c) Trade receivables and trade payables 
Trade receivables and trade payables are non-derivative assets and liabilities of fixed or determinable amounts that are not quoted in an 
active market. They arise principally through the provision of goods and services to customers (trade debtors) or the purchase of goods 
and services (trade creditors and accruals). They are initially recognised at fair value and subsequently carried at amortised cost and  
in the case of trade receivables less any provision for impairment. 
Inventories 
Inventories have been valued at the lower of cost and net realisable value. Cost includes all direct expenditure to bring  
items to their condition and location at the accounting date, together with, in the case of goods manufactured by the Group,  
an appropriate proportion of production overhead expenditure attributable thereto. 
Cash and cash equivalents 
Cash and cash equivalents comprise cash in hand, at bank and deposits where the amounts are not part of the Group’s set-off 
arrangements and, in the case of deposits, where they are repayable within three months and are subject to an insignificant risk 
of a change in value. Bank overdrafts are shown within current liabilities in the Consolidated Statement of Financial Position but 
are included within cash and cash equivalents in respect of the Consolidated Statement of Cash Flows. 
Provisions 
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable  
that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made  
of the amount of the obligation. The provision is recorded at the present value of the expenditures expected to be required to settle the 
obligation using a discount rate that reflects the current market assessment of the time value of money and the risks specific to the 
obligation. The increase in the provision due to the passage of time is recognised as a finance cost. 
Deferred taxation 
Deferred taxation is the taxation expected to be payable or recoverable on differences between the carrying amounts of assets 
and liabilities in the financial statements and the corresponding taxation bases used in the computation of taxable profit. It is accounted 
for using the balance sheet liability method. Deferred taxation liabilities are generally recognised for all taxable temporary differences 
except goodwill. Deferred taxation assets are recognised to the extent that it is probable that taxable profit will be available against  
which deductible temporary differences can be utilised. 
Deferred taxation is calculated at the taxation rate that is expected to apply in the financial period when the liability is settled or the asset 
is realised.  Notes to the Consolidated Financial Statements continued 
32 Armour Group plc Annual Report and Accounts 2013 
1 Accounting policies continued 
Leases 
Where substantially all of the risks and rewards incidental to ownership of a leased asset have been transferred to the Group (a “finance 
lease”), the asset is treated as if it had been purchased outright. The amount initially recognised as an asset is the present value of the 
minimum lease payments payable over the term of the lease. The corresponding lease commitment is shown as a liability. Lease 
payments are analysed between capital and interest. The interest element is charged to the Consolidated Statement of Comprehensive 
Income over the period of the lease and is calculated so that it represents a constant proportion of the lease liability. The capital element 
reduces the balance owed to the lessor. 
Where substantially all of the risks and rewards incidental to ownership are retained by the lessor (an “operating lease”), the total rental 
payable under the lease is charged to the Consolidated Statement of Comprehensive Income on a straight-line basis over the lease term. 
Revenue 
Revenue represents the invoiced value of goods sold and the value of services provided to third party customers, excluding value added 
tax. Revenue is recognised when the risks and rewards of owning the goods have passed to the customer, which is generally on delivery 
or when services have been provided. 
Share-based payments 
Where share options are awarded to employees, the fair value of the option at the date of grant is charged to the Consolidated Statement  
of Comprehensive Income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number  
of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting 
period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options 
granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions  
are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition. 
Where share options are cancelled, their remaining unamortised fair value is fully written off through the Consolidated Statement 
of Comprehensive Income. 
Pension costs 
The Group operates defined contribution arrangements. The pension costs payable by the Group in the financial period are charged  
to the Consolidated Statement of Comprehensive Income. 
Dividends 
Equity dividends are recognised when they become legally payable, which is when they are approved by the shareholders at the Annual 
General Meeting. They are charged directly to equity. 
Armour Employees’ Share Trust 
As the Company is deemed to have control of the Armour Employees’ Share Trust, it is treated as a subsidiary undertaking. The assets 
(other than investments in the Company’s ordinary shares), liabilities, income and expenses are included on a line-by-line basis in the 
Consolidated Financial Statements. The investment in the Company’s ordinary shares is shown in the share trust reserve and is treated  
as a deduction from equity in the Consolidated Statement of Financial Position. 
Standards, amendments and interpretations to existing standards not yet effective 
The following standard has been published but is not effective for the periods presented, has not been endorsed by the European Union 
and the Group has chosen not to early adopt: 
IFRS 9: Financial Instruments (effective for accounting periods beginning on or after 1 January 2015). It is envisaged that this standard will 
replace IAS 39: Financial Instruments: Recognition and Measurement in its entirety. The Group is currently assessing the impact of the 
new standard on its Consolidated Financial Statements. 
At the date of authorisation of these financial statements, the following standards, amendments or revisions to standards and 
interpretations of existing standards were in issue, but were not yet effective and/or had not been endorsed by the European Union. 
They have not been applied to the Consolidated Financial Statements. 
Applicable to the Group from 1 September 2013: 
 IFRS 7 (Amendment): Disclosures – Offsetting financial assets and financial liabilities (from 1 January 2013);  
 IFRS 13: Fair Value Measurement (from 1 January 2013); and 
 IAS 19: Employee Benefits (from 1 January 2013). 
Applicable to the Group subsequent to 31 August 2014: 
 IFRS 10: Consolidated Financial Statements (from 1 January 2014); 
 IFRS 11: Joint Arrangements (from 1 January 2014); 
 IFRS 12: Disclosure of Interests in Other Entities (from 1 January 2014); 
 IAS 27: Separate Financial Statements (from 1 January 2014);  
 IAS 32 (Amendment): Offsetting financial assets and financial liabilities (from 1 January 2014); 
 IAS 36 (Amendment): Recoverable amounts disclosures for non-financial assets (from 1 January 2014); and 
 IAS 39 (Amendment): Novation of derivatives and continuation of hedge accounting (from 1 January 2014). 
The Group is currently assessing the impact of these amendments, revisions and interpretations on its Consolidated Financial Statements 
but, at this stage, does not consider that they will have a significant material effect save for any additional disclosure requirements.  Business Review Governance Financial Statements Annual General Meeting
 
  www.armourgroup.uk.com 33 
2 Accounting estimates and judgements 
(a) Impairment of goodwill and other intangible assets 
The Group is required to test on an annual basis, whether goodwill has suffered any impairment. Other intangible assets are tested 
for impairment when indication of impairment exists. The recoverable amount is determined based on value in use calculations. The use 
of this method requires the estimation of future cash flows and the choice of a discount rate in order to calculate the present value of 
the cash flows. Actual outcomes may vary. More information on goodwill impairment testing including the carrying value is included  
in Note 12. 
(b) Useful lives of intangible assets and property, plant and equipment 
Intangible assets and property, plant and equipment are amortised or depreciated over their useful lives. Useful lives are based  
on the management’s estimates of the period that the assets will generate revenue, which are periodically reviewed for continued 
appropriateness. Changes to estimates can result in significant variations in the carrying value and amounts charged to the Consolidated 
Statement of Comprehensive Income in specific periods. More details including the carrying values are included in Notes 13 and 14. 
(c) Fair value of financial instruments 
The Group determines the fair value of financial instruments that are not quoted using valuation techniques. Those techniques are 
significantly affected by the assumptions used, including discount rates and estimates of future cash flows. In that regard, the derived 
fair value estimates cannot always be substituted by comparison with independent markets and, in many cases, may not be capable  
of being realised immediately. 
More details on financial instruments are given in Note 3. 
(d) Inventories 
The companies within the Group that carry inventory review the net realisable value of, and demand for, their inventory on a regular basis  
and particularly at the year end to provide assurance that it is stated at the lower of cost and net realisable value. Factors that could 
impact estimated demand and selling prices include the timing and success of future technological innovations, competitor activities, 
supplier prices and economic trends. 
(e) Share-based payments 
The fair value of share option share-based payments is estimated, using the Black-Scholes valuation model, as at the date of grant and 
using certain assumptions. 
(f) Provisions 
The Group recognises provisions in accordance with its accounting policy described on page 31. In arriving at estimates for provisions, 
estimates and judgements are made, in particular with regard to timing and amount. Calculations are based on anticipated future 
cash flows relating to the relevant event, which are estimated by management and where appropriate supported by the use of 
external advisers. 
(g) Taxation 
The Group is subject to taxation in several jurisdictions and judgement is required in determining the provision for income and deferred 
taxation. The Group recognises taxation assets and liabilities based upon estimates and assessments of many factors including past 
experience, advice received on the relevant taxation legislation and judgements about the outcome of future events. To the extent that the 
final outcome of these matters is different from the amounts recorded, such differences will impact on the taxation charge made in the 
Consolidated Statement of Comprehensive Income in the period in which such determination is made.  Notes to the Consolidated Financial Statements continued 
34 Armour Group plc Annual Report and Accounts 2013 
3 Financial instruments and risk management  
The principal financial instruments used by the Group from which financial instrument risk arises are as follows: 
 Trade receivables; 
 Cash at bank; 
 Bank overdrafts; 
 Trade and other payables; 
 Fixed and Floating rate loans; and 
 Forward currency contracts. 
The following tables show financial instruments by category: 
 31 August 2013 31 August 2012 
 
Loans and 
receivables 
£000 
Derivative 
financial 
instruments 
£000 
Total 
£000 
Loans and 
receivables  
£000  
Derivative 
financial 
instruments 
£000 
Total 
£000
Assets  
Trade and other receivables  5,685 – 5,685 5,710 30 5,740
Cash and cash equivalents  302 – 302 327 – 327
 5,987 – 5,987 6,037 30 6,067
 
 31 August 2013 31 August 2012 
 
Derivative 
financial 
instruments 
£000
Other
 financial 
liabilities 
£000 
Total 
£000 
Derivative 
financial 
instruments 
£000 
Other
 financial 
liabilities 
£000 
Total 
£000
Liabilities  
Borrowings  – 7,951 7,951 – 7,924 7,924
Trade and other payables  5 6,174 6,179 – 6,725 6,725
 5 14,125 14,130 – 14,649 14,649
Valuation hierarchy 
The adoption of the amendment to IFRS 7 requires enhanced disclosures about fair value measurements of financial instruments through the 
use of a three-level fair value hierarchy that prioritises the valuation techniques used in fair value calculations. 
The levels can be broadly described as follows: 
 Level 1 – use of unadjusted quoted prices in active markets for identical assets or liabilities;  
 Level 2 – use of observable inputs other than quoted prices included within Level 1, such as quoted prices for similar assets or liabilities  
in active markets; and  
 Level 3 – use of inputs not based on observable market data but reflecting management’s own assumptions about pricing the asset 
or liability.   Business Review Governance Financial Statements Annual General Meeting
 
  www.armourgroup.uk.com 35 
The Group’s financial instruments measured at fair value are categorised as follows: 
 
Level 1
£000 
Level 2 
£000 
Level 3
£000
Total
£000
At 31 August 2013  
Assets  
Derivative assets –– ––
Total assets –– ––
Liabilities  
Derivative liabilities –5 –5
Total liabilities –5 –5
 
 
Level 1
£000 
Level 2 
£000 
Level 3
£000
Total
£000
At 31 August 2012  
Assets  
Derivative assets – 30 – 30
Total assets – 30 – 30
Liabilities  
Derivative liabilities – – – –
Total liabilities – – – –
The Group encounters, through its operations, the following financial risks: 
 Credit risk; 
 Market risk, being; 
 (a) Interest rate risk; 
 (b) Currency risk; 
 Liquidity risk; and 
 Capital management. 
In common with all other businesses, the Group encounters risks that arise from its use of financial instruments. This note describes  
the Group’s objectives, policies and processes for managing those risks and the methods used to measure them. Additional information  
in respect of these risks is included throughout the Consolidated Financial Statements. 
Credit risk 
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual 
obligations. The Group is mainly exposed to credit risk from credit sales. It is the Group’s policy, implemented in the operating subsidiary 
undertakings, to assess the creditworthiness of customers prior to opening new accounts. This assessment includes an internal 
assessment of the acceptable risk corroborated where available with an external rating from an acceptable credit rating agency.  
Purchase limits are established for customers, which represent the maximum open amount. Authorisation to allow sales that would  
cause this limit to be exceeded is required from the operating subsidiary undertaking senior management team. If this authorisation  
is not given, no further sales are made to that customer until payment has been received. 
Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. The Group’s main day-to-day 
banking arrangements are with Lloyds Bank plc. Amounts held by overseas operations with foreign banks are kept to a minimum. 
The Group does not enter into derivatives to manage credit risk, although, in certain cases, may take steps to mitigate such risks  
if it is sufficiently concentrated. 
Quantitative disclosure of the credit risk exposure in relation to trade and other receivables is given in Note 17.  Notes to the Consolidated Financial Statements continued 
36 Armour Group plc Annual Report and Accounts 2013 
3 Financial instruments and risk management continued 
Market risk 
Market risk arises from the Group’s interest bearing, tradable and foreign currency financial instruments. It is the risk that the fair value, or future 
cash flows, of a financial instrument will fluctuate because of changes in the interest rates (interest rate risk) or foreign exchange rates (currency risk). 
(a) Interest rate risk 
The Group is exposed to cash flow interest rate risk from its overdraft and loan facilities, which carry interest at variable rates. The Group’s 
policy is to balance exposure to interest rate risk with the cost and flexibility of funding. This policy is managed centrally and subsidiary 
undertakings are generally not permitted to borrow from external sources and not without central approval. 
The requirement for interest rate hedging is reviewed periodically, being a mechanism available to manage interest rate risk. These 
reviews acknowledge that interest rate hedges will not necessarily protect the Group from the risk of paying rates in excess of current 
market rates nor eliminate cash flow risk associated with the variability in interest payments. Judgements are therefore exercised in the 
context of the market and the materiality of the potential risk compared to the cost. At 31 August 2013, none (31 August 2012: None)  
of the Group’s borrowings were hedged against interest rate movements. 
Based upon the average of the Group’s net debt during the year, it is estimated that a rise/fall of one percentage point in the principal interest 
rates to which the Group is exposed would decrease/increase profit before taxation by approximately £75,000 (31 August 2012: £80,000). 
(b) Currency risk 
Currency risk arises because the Group has operations located in various parts of the world whose functional currencies are different  
from that of the Group. However, these are not currently considered to be of a size that would warrant use of a hedge against the net 
investments in these overseas operations. 
Currency risk also arises when operating subsidiary undertakings enter into transactions denominated in a currency that is different from 
their functional currency. The principal exposure is through purchases made from suppliers which are denominated in US dollars. 
The Group’s policy is, where possible, to allow operating subsidiary undertakings to settle foreign currency transactions with cash 
generated in the same functional currency from their normal operations. If this is not possible, but cash in the required functional currency 
exists elsewhere in the Group, it will be transferred. Generally, however, purchases in foreign currency exceed receipts. Consequently,  
the Group will enter into forward currency contracts to protect against currency risk. Forward currency contracts typically crystallise on  
a monthly basis, may account for up to half the projected forward monthly exposure and may be taken out up to twelve months forward. 
Judgement is exercised with respect to the appropriate time to enter into forward currency contracts and in the context of the overall 
funding facilities available to the Group. 
Although the Board accepts that this policy does not protect the Group entirely from currency risk or from incurring an exchange rate in the 
future that is adverse to the then spot rate in operation, it considers that it achieves an appropriate balance against exposure to the risk. 
Financial instruments within individual Group companies that are not denominated in the functional currency of the company concerned  
at 31 August 2013 were as follows: 
Net foreign currency monetary assets/(Iiabilities) 
Functional currency of Group operation  
Euro
£000 
US dollar 
£000  
Other
£000 
Total
£000
At 31 August 2013  
Sterling 56 (1,222) (53) (1,219)
At 31 August 2012  
Sterling  (31) (1,039) (39) (1,109)
The Group’s major non-functional currency exposure is to the US dollar and Euro. It is estimated that the impact of a 10% strengthening 
of the US dollar and Euro would decrease profit before taxation by approximately £130,000 (31 August 2012: £119,000). A 10% 
weakening of the US dollar and Euro would increase profit before taxation by approximately £106,000 (31 August 2012: £97,000). 
It should be noted that the sensitivity indication given above reflects the impact on financial instruments held at the financial reporting 
date. It does not reflect changes in revenue or costs that may result from changing exchange rates. 
Liquidity risk 
Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its debt 
instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. 
The Group finances its operations through a mix of equity and borrowings. The Group’s objective is to provide funding for future growth 
and achieve a balance between continuity and flexibility through its borrowing arrangements. At the year end the Group was able to draw 
on funds based upon the value, within its UK trading subsidiary undertakings, of unpaid sales invoices and stock held. At 31 August 
2013, the Group had undrawn facilities of £1.3 million (31 August 2012: £1.3 million). Further details of the Group’s facilities, and changes 
thereto over the year, are given in the Finance Director’s Report on pages 12 to 13 and in Note 20. 
If, from time to time, the Group has surplus funds, interest income is earned on a daily basis. 
Capital management 
The Group manages its capital structure in order to safeguard the going concern of the Group and provide returns for shareholders and 
benefits for other stakeholders. The capital structure of the Group consists of debt, which includes borrowings disclosed in Note 20, cash 
and cash equivalents and equity attributable to equity holders of the Company, comprising issued capital, reserves and retained earnings. 
The Group may maintain or adjust its capital structure by adjusting the amount of dividend paid to shareholders, returning capital  
to shareholders, issuing new shares or selling assets to reduce debt.  Business Review Governance Financial Statements Annual General Meeting
 
  www.armourgroup.uk.com 37 
4 Segment information 
The Group operates in the following main business segments: 
Armour Automotive The design, manufacture and supply of products for the in-vehicle communications and entertainment market; 
Armour Home The design, manufacture and supply of products into the hi-fi, home theatre, home entertainment and office 
furniture markets; 
Armour Asia The sale of Armour Automotive and Armour Home products into Asian markets and provision of supplier 
support services, including quality control, to the UK businesses; and 
Central operations The provision of Group-wide support services including finance and future product concepts to the other 
business segments within the Group.  
These segments are considered on the basis of different products and services. The accounting policies of the operating segments  
are the same as those described in the accounting policies in Note 1. 
Year ended 31 August 2013 
Armour 
Automotive 
£000 
Armour
Home 
£000 
Armour  
Asia 
 £000 
Central 
operations 
£000 
Total 
£000
Revenue 14,499 16,127 1,468 – 32,094
Profit/(loss) from operations 1,504 145 (23) (980) 646
Balance sheet  
Assets 7,402 10,906 770 12,198 31,276
Liabilities (4,606) (6,958) (313) (2,475) (14,352)
Net assets 2,796 3,948 457 9,723 16,924
Other  
Additions to non-current assets 136 709 15 1 861
Finance expense (126) (196) – (273) (595)
Finance income 1–– 1 2
Taxation (expense)/credit (186) 20 (10) 163 (13)
Depreciation 50 238 12 1 301
Amortisation and impairment of intangible assets 155423 – 1579
 
Year ended 31 August 2012 
Armour 
Automotive 
£000 
Armour
Home 
£000 
Armour  
Asia 
 £000 
Central 
operations 
£000 
Total 
£000
Revenue 14,36718,8501,158 –34,375
Underlying (loss)/profit for the period 1,270 (1,210) (177) (1,084) (1,201)
Exceptional items (92) (2,032) – (9,000) (11,124)
(Loss)/profit from operations 1,178 (3,242) (177) (10,084) (12,325)
Balance sheet  
Assets 7,26811,803422 12,25531,748
Liabilities (4,327)(7,956)(154) (2,433)(14,870)
Net assets 2,941 3,847 268 9,822 16,878
Other  
Additions to non-current assets 349 731 5 1 1,086
Finance expense (142) (250) – (200) (592)
Finance income 1 – – 2 3
Taxation credit/(expense) (61) 791 (5) 30 755
Depreciation 8057716 3676
Amortisation and impairment of intangible assets 140 2,134 – 1 2,275
Impairment of goodwill – – – 9,000 9,000
Geographical information 
Revenue by 
location of customers 
Total non-current assets  
by location 
2013
£000
2012 
£000 
2013
£000
2012
£000
United Kingdom 20,507 24,336 16,080 16,220
Sweden 1,982 2,008 3 4
France 1,509 1,385 – –
Denmark 838 825 – –
Italy 829 512 – –
Hong Kong 95 66 15 12
Other countries 6,334 5,243 11 17
 32,094 34,375 16,109 16,253 Notes to the Consolidated Financial Statements continued 
38 Armour Group plc Annual Report and Accounts 2013 
5 Exceptional items 
There were no exceptional items in the current year. Expenditure in the prior year relates to a Group restructuring programme, 
particularly within the Armour Home division. The restructuring involved redundancies and the closure of various UK operational activities, 
which in turn necessitated the write-down of various assets held by the subsidiary undertakings. In addition and in accordance with 
accounting standards, the carrying value of goodwill was written down by £9.0 million (see Note 12). The exceptional costs incurred  
are shown below: 
 
31 August 
2013
£000
31 August
2012
£000
Redundancy and agency termination costs – 251
Amounts written-off tangible fixed assets – 243
Amounts written-off intangible fixed assets – 1,424
Property exit, relocation and other associated costs – 206
Impairment of goodwill – 9,000
Total exceptional items – 11,124
6 Profit/(loss) from operations 
 
31 August 
2013 
£000 
31 August 
2012
£000
Profit/(loss) from operations is stated after charging/(crediting): 
Depreciation of property, plant and equipment 301 676
Amortisation and impairment of intangible fixed assets (Note 13)  579 2,275
Impairment of goodwill – 9,000
Loss/(profit) on disposal of property, plant and equipment and intangible fixed assets 19 (1)
Research and development expenditure  515 699
Operating lease rentals: 
 Hire of plant and machinery  147 164
 Other  914 958
Gain on financial instruments  (208) (17)
Foreign exchange loss 4 54
 
 
31 August 
2013
£000 
31 August 
2012
£000
Services provided by the Company’s Auditors and its associates: 
Audit services: 
Fees payable to the Company’s Auditors for the audit of the Company and Consolidated Financial Statements 13 14
Fees payable to the Company’s Auditors and its associates for other services: 
Audit of the Company’s subsidiary undertakings pursuant to legislation  40 48
Taxation services  13 13
 66 75 Business Review Governance Financial Statements Annual General Meeting
 
  www.armourgroup.uk.com 39 
7 Staff and key management 
The aggregate amounts payable to people employed by the Group (including Directors) during the year was as follows: 
 
31 August 
2013 
£000 
31 August 
2012
£000
Wages and salaries  6,013 6,500
Social security costs  707 778
Pension costs  204 219
Total employment costs  6,924 7,497
Amount capitalised as development  (352) (437)
Exceptional items – (251)
 6,572 6,809
The average number of people employed by the Group was: 
 
31 August 
2013 
31 August 
2012
Armour Automotive 73 85
Armour Home  94 108
Armour Asia 7 7
Central operations  6 7
 180 207
Directors’ remuneration was: 
 
31 August 
2013 
£000 
31 August 
2012
£000
Emoluments 328 326
Fees paid for Directors’ services  30 30
Company contributions to money purchase pension schemes  31 31
 389 387
No options were exercised by the Directors and no gains were made in either the current or prior year. Two Directors accrued 
pension benefits. 
The remuneration of the highest paid Director amounted to £195,000 (31 August 2012: £194,000) and Company contributions to the 
defined contribution pension scheme amounted to £18,000 (31 August 2012: £18,000).  
Further information in regard to the Directors’ remuneration, interests in ordinary shares and interests in share options is included in the 
Remuneration Report on pages 23 to 25. 
Key management remuneration was: 
 
31 August 
2013 
£000
31 August 
2012
£000
Emoluments 683 655
Fees paid for Directors’ services 30 30
Contributions to money purchase pension schemes  60 59
 773 744
The amounts shown above for key management comprise amounts in respect of the Directors of Armour Group plc (as shown in the 
Remuneration Report on page 24), the Managing Director of Armour Automotive and the Finance Directors of Armour Automotive and  
Armour Home.  Notes to the Consolidated Financial Statements continued 
40 Armour Group plc Annual Report and Accounts 2013 
8 Finance income and expense 
 
31 August 
2013 
£000
31 August 
2012
£000
Finance income 
Interest received on bank deposits  2 3
Finance expense 
Loans and overdrafts  (495) (492)
Bank loan arrangement costs expensed  (100) (100)
 (595) (592)
9 Taxation  
 
31 August 
2013 
£000
31 August 
2012
£000
Current taxation credit/(charge) 
UK Corporation Tax on result for the year  – –
Adjustment in respect of prior years  205 (3)
Income taxation of overseas operations  (38) (37)
Total current taxation credit/(charge) 167 (40)
 
Deferred taxation (charge)/credit 
UK operations  (176) 779
Adjustment in respect of prior years  (6) 19
Overseas operations  2 (3)
Total deferred taxation (charge)/credit (180) 795
Total taxation (charge)/credit  (13) 755
The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom 
applied to the result for the year are as follows:  
 
31 August 
2013 
£000
31 August 
2012
£000
Profit/(loss) before taxation 53 (12,914)
 
Profit/(loss) multiplied by the rate of UK Corporation Tax of 23.58% (2012: 25.16%)  (12) 3,249
Effects of: 
Expenses not deductible for taxation purposes  (28) (2,300)
Taxation credits  132 110
Differences arising from overseas taxation rates and foreign currency  (1) 3
Differences arising from variation of UK taxation rates (103) (103)
Carried forward losses not recognised (200) (220)
Adjustments in respect of prior years  199 16
Total taxation (charge)/credit (13) 755 Business Review Governance Financial Statements Annual General Meeting
 
  www.armourgroup.uk.com 41 
10 Earnings/(loss) per ordinary share 
Basic earnings/(loss) per ordinary share are calculated using the weighted average number of ordinary shares in issue during the financial 
year of 93,627,496 (31 August 2012: 93,627,496). Diluted earnings/(loss) per ordinary share are calculated with reference to 93,627,496 
(31 August 2012: 93,627,496) ordinary shares. The effect of the exercise of options on the weighted average number of ordinary shares  
in issue is nil (31 August 2012: Nil). 
At the Company’s general meeting held on 23 February 2011, the share capital was reorganised which gave rise to the creation  
of deferred shares (Note 23). These deferred shares have restricted and minimal rights whereby holders are not entitled to receive any 
dividend or other distribution. The deferred shares are therefore excluded from the weighted average, and the diluted weighted average, 
ordinary shares in issue. 
At 31 August 2013, the Armour Employees’ Share Trust held 3,424,000 (31 August 2012: 3,424,000) ordinary shares. The weighted 
average number of ordinary shares held by the Armour Employees’ Share Trust during the year of 3,424,000 (31 August 2012: 
3,424,000) is not included in either the weighted average, or diluted weighted average, ordinary shares in issue during the financial year. 
Underlying earnings/(loss) per ordinary share are also shown calculated by reference to earnings before exceptional items. The Directors 
consider that this gives a useful additional indication of underlying performance. It should be noted that the term “underlying” is not 
defined under IFRS and may not therefore be comparable with similarly titled profit measures reported by other entities. 
 31 August 2013 31 August 2012 
 £000 
Basic
p 
Diluted
p £000 
Basic
p 
Diluted
p
Profit/(loss) for the year  40 0.04 0.04 (12,159) (12.98) (12.98)
Exceptional items, net of tax ––– 10,694 11.42 11.42
Underlying profit/(loss) 40 0.04 0.04 (1,465) (1.56) (1.56)
11 Dividend 
The Board did not recommend a dividend for the year ended 31 August 2012 and has not recommended a final dividend for the year 
ended 31 August 2013. 
12 Goodwill and impairment 
Goodwill acquired in business combinations and carried in the Consolidated Statement of Financial Position is allocated to the 
cash-generating units (“CGUs”) that are expected to benefit from that business combination. The carrying amount of goodwill has been 
allocated as follows: 
31 August 2013 31 August 2012 
 
Armour
Automotive
£000
Armour
Home
£000
Total
£000
Armour 
Automotive 
£000 
Armour
Home
£000
Total
£000
At the start of the year 2,088 9,996 12,084 2,088 18,996 21,084
Impairment –– – – (9,000) (9,000)
At the end of the year  2,088 9,996 12,084 2,088 9,996 12,084
Goodwill is not amortised but tested annually for impairment, the recoverable amounts of the CGUs being determined from value in use 
calculations. The key assumptions for the value in use calculations are those regarding discount rates, growth rates, expected sales 
prices and costs during the period. Management estimates discount rates that reflect current market assessments of the time value  
of money and the risks specific to the CGUs. The growth rates, selling prices and direct costs are based on past experience and 
expectations of future changes in the market. 
The Group prepares cash flow forecasts derived from the most recent financial budgets approved by management and extrapolates cash 
flows for the following years based upon estimated growth rates. 
The extrapolated cash flows have been prepared for ten years, due to the Group’s business model and the continued investment in new 
products, with an average growth rate of 4% (31 August 2012: 3%). The pre-taxation rate used to discount the cash flows was 10% 
(31 August 2012: 10%). 
The goodwill in relation to the Armour Home division was written down by £9.0 million in the year ended 31 August 2012.  Notes to the Consolidated Financial Statements continued 
42 Armour Group plc Annual Report and Accounts 2013 
13 Other intangible assets 
 31 August 2013 31 August 2012 
 
Computer 
software 
£000 
Brands 
£000 
Development 
costs 
£000 
Total 
£000 
Computer
software 
£000 
Brands 
£000 
Development
costs 
£000 
Total 
£000
Cost    
At the start of the year  674 500 7,441 8,615 622 500 6,584 7,706
Additions  4 – 691 695 63 – 857 920
Disposals  (13) – – (13) (11) – – (11)
At the end of the year 665 500 8,132 9,297 674 500 7,441 8,615
Amortisation    
At the start of the year  568 72 5,489 6,129 520 48 3,296 3,864
Charge for the year  55 24 480 559 58 24 769 851
Impairment charge  – – 20 20 – – 1,424 1,424
Disposals  (13) – – (13) (10) – – (10)
At the end of the year 610 96 5,989 6,695 568 72 5,489 6,129
Net book value    
At the start of the year 106 428 1,952 2,486 102 452 3,288 3,842
At the end of the year 55 404 2,143 2,602 106 428 1,952 2,486
14 Property, plant and equipment 
Leasehold 
improvements 
£000 
Motor 
vehicles 
£000 
Plant and 
equipment  
£000  
Fixtures and 
fittings 
£000 
Total 
£000
Cost  
At 1 September 2012 389 38 2,450 1,193 4,070
Additions  6 – 130 30 166
Disposals  – (1) (234) (73) (308)
Foreign exchange movement –– 1 – 1
At 31 August 2013 395 37 2,347 1,150 3,929
Depreciation  
At 1 September 2012 252 19 1,936 1,001 3,208
Charge for the year  33 7 201 60 301
Disposals  – (1) (215) (73) (289)
Foreign exchange movement ––– ––
At 31 August 2013 285 25 1,922 988 3,220
Net book value  
At 1 September 2012 137 19 514 192 862
At 31 August 2013 110 12 425 162 709
 
Leasehold 
improvements 
£000 
Motor 
vehicles 
£000 
Plant and 
equipment  
£000  
Fixtures and 
fittings 
£000 
Total 
£000
Cost  
At 1 September 2011 660 224 3,258 1,254 5,396
Additions  – 17 132 17 166
Disposals  (271) (203) (939) (80) (1,493)
Foreign exchange movement –– (1) 2 1
At 31 August 2012 389 38 2,450 1,193 4,070
Depreciation  
At 1 September 2011 297 213 2,521 950 3,981
Charge for the year  226 4 317 129 676
Disposals  (271) (198) (901) (79) (1,449)
Foreign exchange movement –– (1) 1–
At 31 August 2012 252 19 1,936 1,001 3,208
Net book value  
At 1 September 2011 363 11 737 304 1,415
At 31 August 2012 137 19 514 192 862
At 31 August 2013 and 31 August 2012, there were no assets held under finance leases.  Business Review Governance Financial Statements Annual General Meeting
 
  www.armourgroup.uk.com 43 
15 Subsidiary undertakings 
The principal subsidiary undertakings of Armour Group plc, all of which have been included in these Consolidated Financial Statements,  
are as follows: 
 Proportion of ownership  
at 31 August 
 
Country of incorporation 
2013
%
2012
%
Armour Automotive Group Limited  Great Britain 100 100
Armour Hong Kong Limited  Hong Kong  100 100
Armour Automotive  
Armour Automotive Limited  Great Britain 100 100
Armour Nordic AB  Sweden  100 100
Armour Nordic AS Norway 100 100
Armour Home  
Armour Home Electronics Limited  Great Britain  100 100
Alphason Designs Limited  Great Britain  100 100
Note 4 on page 37 describes the nature of the businesses contained within each business segment. 
16 Inventories 
 
31 August 
2013
£000 
31 August 
2012
£000
Raw materials and consumables  1,224 1,196
Finished goods and goods for resale  6,733 7,333
Total inventories  7,957 8,529
17 Trade and other receivables 
 
31 August 
2013 
£000
31 August
2012
£000
Trade receivables  5,931 5,838
Less: Provision for impairment of trade receivables  (304) (227)
Net trade receivables  5,627 5,611
Other receivables  58 99
Prepayments  1,018 899
Derivative financial instruments  – 30
Total trade and other receivables  6,703 6,639
There is no material difference between the net book amount and the fair value of current trade and other receivables due to their 
short-term nature. 
There is no particular concentration of credit risk to the Group’s trade receivables as the Group has a large number of customers.  
The provision for impairment is analysed as follows: 
 
31 August 
2013 
£000
31 August
2012
£000
At 1 September  (227) (382)
Consolidated Statement of Comprehensive Income charge  (95) (186)
Written off as uncollectable  18 341
At 31 August  (304) (227)
The creation and release of provision for impaired receivables has been included in the Consolidated Statement of Comprehensive 
Income under other expenses.  Notes to the Consolidated Financial Statements continued 
44 Armour Group plc Annual Report and Accounts 2013 
17 Trade and other receivables continued 
Trade and other receivables that have not been received within the payment terms agreed are classified as overdue. The ageing  
of overdue amounts at 31 August is as follows: 
31 August 2013 31 August 2012 
Impaired 
£000
Not impaired  
£000 
Impaired 
£000
Not impaired
£000
Past due 0 – 3 months  92 666 6786
Past due 4 – 6 months  57 – 56 155
Past due 7 – 12 months  12 – 37 22
Past due over 12 months  143 – 128 –
 304 666 227 963
18 Cash and cash equivalents 
 
31 August 
2013 
£000
31 August
2012
£000
Cash at bank and in hand, being cash and cash equivalents in the Consolidated Statement of Financial Position 302 327
Less: Overdrafts (Note 20) (171) (9)
Cash, cash equivalents and bank overdrafts in the Consolidated Statement of Cash Flows  131 318
19 Trade and other payables – current 
 
 
31 August 
2013 
£000
31 August
2012
£000
Trade payables  3,713 3,352
Other taxation and social security  353 583
Other payables  650 1,039
Accruals  1,458 1,751
Derivative financial instruments 5 –
Total trade and other payables  6,179 6,725
There is no material difference between the net book amount and fair value of trade and other payables due to their short-term nature. 
20 Borrowings 
31 August 2013 31 August 2012 
Fair value 
£000
Carrying 
amount  
£000 
Fair value 
£000
Carrying 
amount
£000
Current:  
Other secured loans 7,780 7,780 7,915 7,915
Secured overdraft (Note 18) 171 171 99
Total borrowings  7,951 7,951 7,924 7,924
The Group has an asset-based lending agreement with GE Commercial Finance Limited, under which the Group’s subsidiary 
undertakings can borrow funds based on the value of unpaid sales invoices (capped at £10 million) and stock held (capped at £6 million). 
Amounts borrowed are secured by way of a cross guarantee and debenture over the assets of the Group companies based in the UK. 
At 31 August 2013, the amount borrowed under this arrangement was £5.82 million (31 August 2012: £6.05 million). Amounts borrowed 
are subject to a floating rate of interest being three month LIBOR plus margin. At 31 August 2013 the interest rate applicable to the 
amount borrowed was 2.5% (31 August 2012: 3.0%).  
The agreement with GE Commercial Finance Limited is for a minimum period of three years ending December 2013, after which  
it continues on the basis of a rolling minimum six months’ notice from either party. Each amount borrowed under the asset based  
lending arrangement is considered repayable within one year and will be replaced with new borrowings on an on-going basis.  
In addition, the Group has a loan facility from Hawk Investment Holdings Limited, which at 31 August 2012 was for £2.0 million. In July  
2013 the Group repaid this loan and entered into a new loan with Hawk Investment Holdings Limited for £2.0 million which remained  
at 31 August 2013. This new loan is for a period of 364 days, carries interest at 1% per month and can be repaid at any time at the  
request of the Company with no early redemption cost. The loan is secured by a debenture that ranks behind that held by GE 
Commercial Finance Limited.  Business Review Governance Financial Statements Annual General Meeting
 
  www.armourgroup.uk.com 45 
21 Provisions 
 £000
At 1 September 2011 328
Amounts utilised (328)
Charged in the period 221
At 1 September 2012 221
Amounts utilised (97)
At 31 August 2013 124
The provisions have been analysed between current and non-current as follows: 
 
31 August 
2013 
£000
31 August
2012
£000
Current  48 221
Non-current  76 –
 124 221
At 1 September 2011, the restructuring provision of £0.3 million related to the costs of the reorganisation within the Group during the year  
that had yet to be settled at that date. During the following year to 31 August 2012 further restructuring was undertaken including the exit 
from certain leasehold premises. The provision at 31 August 2013 of £0.1 million relates to onerous rental costs and termination 
payments relating to these leases. 
22 Deferred taxation 
Deferred taxation is calculated in full on temporary differences under the liability method using the taxation rate of 20% (2012: 23%). 
The movement on the deferred taxation account is shown below: 
 
31 August 
2013
£000
31 August
2012
£000
At 1 September  821 26
Exchange 2 –
Consolidated Statement of Comprehensive Income (charge)/credit (180) 795
At 31 August  643 821
Deferred taxation assets have been recognised in respect of taxation losses and other temporary differences giving rise to deferred 
taxation assets where the Directors believe that it is probable that these assets will be recovered. The deferred taxation asset has been 
recognised based on forecast revenues. 
 31 August 2013 31 August 2012 
 
Asset/
(liability) 
£000
Exchange
£000
(Charge)/credit
to income
£000
Asset/ 
(liability)  
£000 
Exchange
£000
(Charge)/credit
to income
£000
Accelerated capital allowances  (17) – (40) 23 – 451
Short-term temporary differences  49 2 (44) 91 – 63
Taxation losses  611 – (96) 707 – 281
 643 2 (180) 821 – 795 Notes to the Consolidated Financial Statements continued 
46 Armour Group plc Annual Report and Accounts 2013 
23 Share capital 
 
Nominal value Number 
 
Ordinary shares 
of 1p each
£000
Deferred shares 
of 9p each
£000
Total
£000
Ordinary shares  
of 1p each 
’000 
Deferred shares 
of 9p each
’000
Total
’000
Authorised:  
At 1 September 2012 and 31 August 2013 8,837 6,163 15,000 883,679 68,480 952,159
  
Allotted, called up and fully paid:  
At 1 September 2012 and 31 August 2013 971 6,163 7,134 97,051 68,480 165,531
The holders of ordinary shares of 1p each are entitled to receive dividends as declared from time to time and are entitled to one vote  
per share at meetings of the Company. All the ordinary shares of 1p each rank equally with regard to the Company’s residual assets. 
The deferred shares of 9p each have restricted and minimal rights, whereby: 
 Holders are not entitled to receive any dividend, or other distribution or to receive notice or speak or vote at general meetings  
of the Company; 
 On a return of assets on a winding up, holders are only entitled to amounts paid up on such shares after the repayment of £10 million  
per ordinary share; 
 The deferred shares are not freely transferable; 
 The creation and issue of further shares which rank equally or in priority to the deferred shares or the passing of a resolution of 
the Company to cancel the deferred shares or to effect a reduction of the capital shall not constitute a modification or abrogation  
of their rights; 
 The Company has the right at any time to purchase all of the deferred shares for an aggregate consideration of £1.00; 
 No application has or will be made for the deferred shares to be admitted to trading on AIM or any other stock exchange; and 
 No share certificates have or will be issued for any of the deferred shares. 
24 Reserves 
The nature of the reserves shown in the Consolidated Statement of Financial Position and Consolidated Statement of Changes  
in Shareholders’ Equity is as follows: 
Share premium  Amount subscribed for share capital in excess of nominal value. 
Other reserves  The premium on shares issued as consideration shares for acquisitions, being the difference between the 
nominal value and fair value of these shares. In accordance with Sections 612 and 615 of the Companies Act 
2006, the acquiring company has taken no account of this premium and the cost of investment includes only 
the nominal value of the consideration shares. On consolidation, the premium has been credited to this reserve. 
Retained earnings  Cumulative net gains and losses recognised in the Consolidated Statement of Comprehensive Income. 
Translation reserve  Gains and losses arising on retranslating the net assets of overseas operations into sterling. 
Share trust reserve  Cost of Company’s shares held by the Armour Employees’ Share Trust.  Business Review Governance Financial Statements Annual General Meeting
 
  www.armourgroup.uk.com 47 
25 Share-based payments 
During the year, the Company and Group operated four equity-settled share-based schemes being the: 
 1999 Unapproved Executive Share Option Scheme; 
 1999 Approved Executive Share Option Scheme;  
 Enterprise Management Incentive Share Option Plan; and 
 Armour 2012 Company Share Option Plan. 
Options granted under the 1999 Unapproved Executive Share Option Scheme, 1999 Approved Executive Share Option Scheme and 
Enterprise Management Incentive Share Option Plan are subject to performance criteria relating to the growth in earnings per ordinary 
share or growth in the average ordinary share price. These criteria were approved by the shareholders at the Annual General Meeting held 
on 3 December 2002. In addition, the options lapse if the employee leaves within the service period required following the date of grant. 
At the Company’s Annual General Meeting held on 31 January 2012, the Armour 2012 Company Share Option Plan for approved and 
unapproved options (the “Option Plan”) was approved and established subject to subsequent approval by HMRC in regard to the grant 
of approved options. The Directors were authorised to make such amendments to the Option Plan as required by HMRC to obtain 
approval. The Option Plan has been approved by HMRC and formally adopted by the Company.  
No options were granted or exercised during either the current or prior year. 
Weighted 
average 
exercise price 
p 
2013
Number  
2013 
Weighted 
average 
exercise price
p 
2012
Number
2012
Outstanding at the start of the year  27.3 3,995,000 28.3 5,545,000
Lapsed during the year  24.7 2,235,000 31.0 1,550,000
Outstanding at the year end  30.6 1,760,000 27.3 3,995,000
The exercise price of options outstanding at the end of the year ranged between 17.5p and 56.5p (31 August 2012: 17.5p – 56.5p) 
and the weighted average contractual life was 4.0 years (31 August 2012: 2.5 years). 
Of the total number of options outstanding at the end of the year, 1,760,000 (31 August 2012: 3,995,000) had vested and 
were exercisable. 
The Group did not recognise an expense in respect of equity-settled share-based payments during either the current or prior year. 
At 31 August 2013, the following options were outstanding in respect of the ordinary shares: 
1999 Unapproved Executive Share Option Scheme 
Date of grant Number
Exercise 
price (p) Exercise period
14 November 2005  475,000 56.5 14 November 2008 –13 November 2015
12 December 2006  100,000 45.5 12 December 2009 –11 December 2016
4 July 2008  20,000 21.0 4 July 2011 – 3 July 2018
 595,000
1999 Approved Executive Share Option Scheme 
Date of grant Number 
Exercise 
price (p) Exercise period
12 December 2006  60,000 45.5 12 December 2009 –11 December 2016
 60,000
Enterprise Management Incentive Share Option Plan 
Date of grant Number 
Exercise 
price (p) Exercise period
4 July 2008  1,105,000 17.5 4 July 2011 – 3 July 2018
 1,105,000 Notes to the Consolidated Financial Statements continued 
48 Armour Group plc Annual Report and Accounts 2013 
26 Related party transactions 
Transactions between the Company and its subsidiary undertakings, which are related parties of the Company, have been eliminated  
on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed 
below. Amounts owed by and to related parties are included in trade receivables, trade payables or borrowings as appropriate. 
At the 31
 
August 2012, the Company had a £2.0 million loan agreement with Hawk Investment Holdings Limited, a company in which 
Bob Morton has a beneficial interest. On 24 July 2013, the loan was repaid using bridging finance made available by Groundlinks Limited, 
a company which is considered to be a related party to Bob Morton. On 6 August 2013, the Company entered a new £2.0 million loan 
agreement with Hawk Investment Holdings Limited and the bridging finance was repaid. The purpose of these loans was to assist with 
working capital requirements during and immediately following a period of restructuring pursuant to the economic environment. The new 
£2.0 million loan is for a period of up to 364 days, carries interest of 1% per month and can be repaid at any time at the request of the 
Company with no early redemption cost. The loan is secured by a debenture, which ranks behind the security in respect of the other 
borrowing facilities provided by GE Commercial Finance Limited. Hawk Investment Holdings Limited has the right to convert the new loan 
into ordinary shares in the event that the Company issues equity in a future fundraise. Any conversion would be subject to consent of the 
Takeover Panel and approval by shareholders independent of Hawk Investment Holdings Limited, to waive the obligation on Hawk 
Investment Holdings Limited and associated parties to make a general offer for the Company pursuant to Rule 9 of the Takeover Code 
which might otherwise arise on such conversion. Subject to the above, Hawk Investment Holdings Limited will have the right to convert 
the capital and accrued interest of the loan into equity at the lower of the issue price of any equity at the time of a fundraise or average 
mid-market closing price of such ordinary shares over the five business days preceding such fundraise.  
 
Interest 
charge 
Amounts owed by  
related parties 
 Amounts owed to  
related parties 
 
2013
£000
2012
£000
2013
£000
2012 
£000 
 2013
£000
2012
£000
Bridging loan 9 2 – –  – –
Short-term loan  235 170 – –  2,000 2,000
27 Leases 
Total commitments under operating leases with expiry dates are as follows: 
31 August 2013 31 August 2012 
Land and 
buildings 
£000
Other  
£000 
Land and 
buildings 
£000
Other
£000
Within one year  196 66 584 110
Two to five years inclusive  2,333 223 1,801 203
Over five years  962 – 1,698 1
 3,491 289 4,083 314 Business Review Governance Financial Statements Annual General Meeting
 
  www.armourgroup.uk.com 49 
28 Net cash flow from operations 
 
31 August 
2013 
£000
31 August
2012
£000
Profit/(loss) for the year 40 (12,159)
Depreciation of property, plant and equipment  301 676
Amortisation and impairment of intangible assets  579 2,275
Impairment of goodwill – 9,000
Finance income (2) (3)
Finance expense 595 592
Income tax charge/(credit) 13 (755)
EBITDA* 1,526 (374)
Loss/(gain) on sale of property, plant and equipment and intangible fixed assets 19 (1)
Decrease in inventories  572 1,438
(Increase)/decrease in trade and other receivables  (64) 553
Decrease in trade, other payables and provisions  (663) (608)
 (136) 1,382
Cash generated from operations  1,390 1,008
*EBITDA is defined as the profit/(loss) before interest, taxation, depreciation, amortisation and share-based payments. 
29 Reconciliation of net cash flow to movement in net debt 
Net debt incorporates the Group’s borrowings and bank overdrafts, less cash and cash equivalents. A reconciliation of the movement  
in the net debt from the beginning to the end of the year is shown below: 
 
31 August 
2013 
£000
31 August
2012
£000
Net decrease in cash and cash equivalents and bank overdrafts (193) (437)
New loans (2,000) (2,800)
Repayment of loans 2,234 2,646
Other non-cash movements  (93) (101)
Increase in net debt  (52) (692)
Opening net debt  (7,597) (6,905)
Closing net debt  (7,649) (7,597)
30 Guarantees, contingent liabilities and capital commitments 
The Company and its UK trading subsidiary undertakings have cross guarantees in regard to the amounts drawn under the Group’s 
funding facilities. At 31 August 2013, the Group’s subsidiary undertakings had no contingent liabilities in regard to outstanding 
documentary credits (31 August 2012: none). 
The Group’s UK trading subsidiaries have duty deferment arrangements with HMRC. Amounts outstanding are backed by assurance 
bonds and the Company and its UK subsidiaries have indemnified the issuer. At 31 August 2013, the amount outstanding was £77,000 
(31 August 2012: £133,000).  
The Group had no capital commitments at 31 August 2013 and 31 August 2012. 
  Company Balance Sheet 
Registered Number 00803572 
At 31 August 2013 
50 Armour Group plc Annual Report and Accounts 2013 
Note 
31 August 
2013 
£000
31 August
2012
£000
Fixed assets  
Investment in subsidiary undertakings  4  – –
Tangible assets  5  2 3
Total fixed assets   2 3
Current assets  
Amounts owed by subsidiary undertakings   20,775 21,046
Prepayments   35 36
Deferred taxation  6  14 16
Cash and cash equivalents   74 154
  20,898 21,252
Creditors: Amounts falling due within one year  
Bank overdrafts and borrowings   (2,000) (2,000)
Amounts owed to subsidiary undertakings   (63) (63)
Other taxes and social security   (41) (39)
Other creditors and accruals   (426) (412)
  (2,530) (2,514)
Net current assets   18,368 18,738
Net assets   18,370 18,741
 
Capital and reserves  
Share capital  7  7,134 7,134
Share premium account  8  10,084 10,084
Profit and loss account  8  1,724 2,095
Share trust reserve  8  (572) (572)
Shareholders’ funds   18,370 18,741
These financial statements were approved by the Board and authorised for issue on 17 December 2013. 
 
 
 
 
George Dexter John Harris 
Director  Director 
The Notes on pages 51 to 53 form part of these Company Financial Statements.  Business Review Governance Financial Statements Annual General Meeting
Notes to the Company Financial Statements 
  www.armourgroup.uk.com 51 
1 Basis of preparation 
The Company Financial Statements have been prepared on the basis of accounting policies set out in Note 2 below using applicable 
accounting standards generally accepted in the United Kingdom (UK GAAP). As permitted by Section 408 of the Companies Act 2006, 
the profit and loss account is not presented. The loss for the year amounted to £371,000 (31 August 2012: £2,538,000). Details of the 
Auditors’ remuneration payable by the Company are disclosed in Note 6 to the Consolidated Financial Statements on page 38. 
2 Principal accounting policies 
The principal accounting policies set out below have been consistently applied to all the periods presented. 
Foreign currencies 
Foreign currency transactions are translated using the exchange rate at the date of transaction. Foreign exchange gains and losses 
arising from the settlement of transactions and from the translation at the year end exchange rates of monetary assets and liabilities  
are recognised in the profit and loss account. 
Investments in subsidiary undertakings 
Investments in subsidiary undertakings are included at cost less provision for impairment in value. 
Deferred taxation 
Deferred taxation is provided on the incremental liability approach in respect of timing differences giving rise to an asset or liability. 
Deferred taxation assets are recognised to the extent that it is regarded as more likely than not that they will be recovered. 
Deferred taxation assets and liabilities are not discounted. 
Share-based payments 
The Company operates equity-settled share-based option plans. The fair value of the employee services received in exchange for the 
participation in the plan is recognised as an expense in the profit and loss account. In accordance with UITF 44: Group and Treasury 
Transactions, the Company has accounted for options granted to the employees of subsidiary undertakings as capital contributions, 
which have been recharged to the intermediate company holding the investment. The corresponding credit has been recognised in the 
profit and loss account reserve. 
The fair value of the employee service is based on the fair value of the equity instrument granted. This expense is spread over the vesting 
period of the instrument. The corresponding entry is credited to equity. The liability for social security costs arising in relation to the awards 
is measured at each reporting date based upon the share price at the reporting date and the elapsed portion of the relevant vesting 
periods to the extent that it is considered that a liability will arise. 
Dividends 
Dividend distributions to the Company’s shareholders are recognised in the period when paid or, if earlier, in which the dividend  
is approved by the Company’s shareholders. 
3 Staff costs 
The aggregate payroll costs (including those of Directors) during the year was as follows: 
 
31 August 
2013
£000
31 August
2012
£000
Wages and salaries  562 579
Social security costs  71 73
Pension costs  42 42
 675 694
4 Investment in subsidiary undertakings 
 
31 August 
2013
£000
31 August
2012
£000
Cost 
At start and end of the year  1,743 1,743
Provisions 
At start and end of the year (1,743) (1,743)
Net book value 
At start and end of the year  – – Notes to the Company Financial Statements continued 
52 Armour Group plc Annual Report and Accounts 2013 
5 Fixed assets 
The Company’s tangible fixed assets comprise computer equipment, plant and fixtures and fittings. 
Depreciation is charged over each asset’s expected useful life on a straight-line basis. The annual depreciation rates used are: 
 Computer equipment  20% – 33% 
 Plant and fixtures and fittings  10% – 20% 
£000
Cost 
At 1 September 2012 84
Additions 1
At 31 August 2013 85
Depreciation 
At 1 September 2012 81
Charge for the year 2
At 31 August 2013 83
Net book value 
At 1 September 2012 3
At 31 August 2013 2
6 Deferred taxation 
 
31 August 
2013
£000
31 August
2012
£000
Accelerated capital allowances  6 6
Short-term timing differences  8 10
 14 16
At 1 September  16 16
Movement in the year  (2) –
At 31 August  14 16
7 Share capital 
 
Nominal value Number 
 
Ordinary shares 
of 1p each
£000
Deferred shares 
of 9p each
£000
Total
£000
Ordinary shares  
of 1p each 
’000 
Deferred shares 
of 9p each
’000
Total
’000
Authorised:  
At 1 September 2012 and 31 August 2013 8,837 6,163 15,000 883,679 68,480 952,159
  
Allotted, called up and fully paid:  
At 1 September 2012 and 31 August 2013 971 6,163 7,134 97,051 68,480 165,531
The holders of ordinary shares of 1p each are entitled to receive dividends as declared from time to time and are entitled to one vote per 
share at meetings of the Company. All the ordinary shares of 1p each rank equally with regard to the Company’s residual assets. 
The deferred shares of 9p each have restricted and minimal rights, whereby: 
 Holders are not entitled to receive any dividend, or other distribution or to receive notice or speak or vote at general meetings of the Company; 
 On a return of assets on a winding up, holders are only entitled to amounts paid up on such shares after the repayment of £10 million 
per ordinary share; 
 The deferred shares are not freely transferable; 
 The creation and issue of further shares which rank equally or in priority to the deferred shares or the passing of a resolution of the 
Company to cancel the deferred shares or to effect a reduction of the capital shall not constitute a modification or abrogation of 
their rights; 
 The Company has the right at any time to purchase all of the deferred shares for an aggregate consideration of £1.00; 
 No application has or will be made for the deferred shares to be admitted to trading on AIM or any other stock exchange; and 
 No share certificates have or will be issued for any of the deferred shares. 
Details of outstanding share options are given in Note 25 of the Consolidated Financial Statements on page 47.  Business Review Governance Financial Statements Annual General Meeting
 
  www.armourgroup.uk.com 53 
8 Reserves 
Share
premium
£000
Profit and loss 
account 
£000 
Share trust
reserve
£000
Total
£000
At 1 September 2011 10,084 4,633 (572) 14,145
Loss for the year – (2,538) – (2,538)
At 31 August 2012 10,084 2,095 (572) 11,607
Loss for the year – (371) – (371)
At 31 August 2013 10,084 1,724 (572) 11,236
The Company’s reconciliation of movements in shareholders’ funds is shown below: 
 
31 August
2013
£000
31 August
2012
£000
Opening shareholders’ funds  18,741 21,279
Loss for the year  (371) (2,538)
Closing shareholders’ funds  18,370 18,741
9 Share-based payments 
Share-based payment arrangements for the executive Directors are set out in the Remuneration Report on pages 23 to 25. No new 
share-based payment arrangements were put in place for the Directors in either the current or prior year. 
Details of the share options in existence are shown in Note 25 of the Consolidated Financial Statements. 
10 Related party transactions 
At the 31 August 2012, the Company had a £2.0 million loan agreement with Hawk Investment Holdings Limited, a company in which 
Bob Morton has a beneficial interest. On 24 July 2013, the loan was repaid using bridging finance made available by Groundlinks Limited, 
a company which is considered to be a related party to Bob Morton. On 6 August 2013, the Company entered a new £2.0 million loan 
agreement with Hawk Investment Holdings Limited and the bridging finance was repaid. The purpose of these loans was to assist with 
working capital requirements during and immediately following a period of restructuring pursuant to the economic environment. The new 
£2.0 million loan is for a period of up to 364 days, carries interest of 1% per month and can be repaid at any time at the request of the 
Company with no early redemption cost. The loan is secured by a debenture, which ranks behind the security in respect of the other 
borrowing facilities provided by GE Commercial Finance Limited. Hawk Investment Holdings Limited has the right to convert the new loan 
into ordinary shares in the event that the Company issues equity in a future fundraise. Any conversion would be subject to consent of the 
Takeover Panel and approval by shareholders independent of Hawk Investment Holdings Limited, to waive the obligation on Hawk 
Investment Holdings Limited and associated parties to make a general offer for the Company pursuant to Rule 9 of the Takeover Code 
which might otherwise arise on such conversion. Subject to the above, Hawk Investment Holdings Limited will have the right to convert 
the capital and accrued interest of the loan into equity at the lower of the issue price of any equity at the time of a fundraise or average 
mid-market closing price of such ordinary shares over the five business days preceding such fundraise. 
Details of transactions between the Company and its subsidiary undertakings, which are related parties of the Company and the related 
party loan, are shown below: 
 
(Interest charge)/  
management fees 
Amounts owed by  
related parties 
 Amounts owed to  
related parties 
 
2013
£000
2012 
£000
2013
£000
2012 
£000 
 2013
£000
2012
£000
Bridging loan (9) (2) – –  – –
Short-term loan (235) (170) – –  2,000 2,000
Subsidiary undertakings 363 1,135 20,775 21,046  63 63
11 Guarantees, contingent liabilities and capital commitments 
The Company has guaranteed certain borrowings and credit facilities of its subsidiary undertakings. At 31 August 2013, the Company 
had contingent liabilities under these guarantees of £6.0 million (31 August 2012: £6.2 million). 
  Notice of Annual General Meeting 
54 Armour Group plc Annual Report and Accounts 2013 
Notice is hereby given that the Annual General Meeting of Armour Group plc will be held at the offices of Arnold & Porter (UK) LLP,  
Tower 42, 25 Old Broad Street, London EC2N 1HQ on Monday 24 February 2014 at 12.00 noon for the following purposes: 
Ordinary Business 
1.  To receive and consider the Annual Report and audited financial statements for the year ended 31 August 2013, the Directors’ Report  
and the Auditors’ Report on those financial statements. 
2.  To reappoint BDO LLP as Auditors to hold office from the conclusion of this Meeting until the conclusion of the next general meeting  
of the Company at which financial statements are laid and to authorise the Directors to determine their remuneration. 
3. To reappoint Mr G L Dexter as a Director. 
4.  That, in accordance with Section 551 of the Companies Act 2006 (“Act”) and in substitution for all previous authorities conferred on the 
Directors, the Directors be generally and unconditionally authorised to allot ordinary shares in the Company up to an aggregate nominal  
amount of £600,000 provided that this authority shall, unless renewed, varied or revoked by the Company, expire on 24 February 2019  
save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted and the 
Directors may allot shares in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.  
Special Business 
5. To consider the following resolution, which will be proposed as a Special Resolution: 
 That in substitution for all existing authorities, the Directors be and are hereby empowered pursuant to Section 570 of the Act to allot 
equity securities (within the meaning of Section 560 of the Act) wholly for cash pursuant to the authority conferred by Resolution 3 
above, as if Section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment  
of equity securities: 
(a) In connection with an offer of such securities by way of rights issue or other offering in favour of the holders of ordinary shares  
in proportion (as nearly as may be practicable) to their holdings of such shares, but subject to such exclusions or other 
arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or any legal or practical 
problems under the laws of any territory, or the requirements of any regulatory body or stock exchange; and 
(b)  Otherwise than pursuant to paragraph (a) above up to an aggregate nominal amount of £200,000 representing 20.61% of the 
issued ordinary share capital of the Company; 
 and shall expire 15 months after the date of the passing of this Resolution or at the conclusion of the next Annual General Meeting  
of the Company following the passing of this Resolution, whichever first occurs, 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 Directors may  
allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this Resolution  
has expired. 
6. To consider the following resolution, which will be proposed as a Special Resolution: 
 That: 
(a)  In accordance with Article 52 of its Articles of Association and Chapter IV of the Act and subject to paragraph (b) of this 
Resolution, the Company be and hereby is granted general and unconditional authority (pursuant to Section 701 of the Act) 
to make market purchases (as defined in Section 693(4) of the Act) of its own ordinary shares on such terms and in such manner 
as the Directors may from time to time determine; and 
(b)  The authority conferred by paragraph (a) of this Resolution shall: 
(i)  Expire on the date of the next Annual General Meeting of the Company; 
(ii)  Be limited to the purchase of a maximum 14,557,724 ordinary shares representing 15% of the issued ordinary share capital  
of the Company;  
(iii) Not permit the payment per ordinary share of more than 5% above the average market value for an ordinary share for the five 
business days immediately preceding the day on which any purchase by the Company of ordinary shares is made or less than  
1p exclusive of any applicable Corporation Tax payable by the Company;  
(iv) Before expiry entitle the Company to enter into any contract for the purchase of ordinary shares which might be executed  
and completed wholly or partly after its expiry; and 
(v) Only be capable of variation, revocation or renewal by the Company in general meeting. 
By order of the Board 
 
 
 
 
John Harris  
Company Secretary 
 
17 December 2013  Business Review Governance Financial Statements Annual General Meeting
 
  www.armourgroup.uk.com 55 
Notes 
1. A shareholder entitled to attend and vote at the Meeting is also entitled to appoint one or more proxies to attend and, on a poll,  
vote instead of him/her. The proxy need not be a shareholder of the Company. 
2. To be effective, the instrument appointing a proxy and any authority under which it is executed (or a notarially certified copy of such 
authority) must be deposited at the offices of Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU,  
not less than two days before the time for holding the Meeting. Completion and return of the Form of Proxy will not preclude 
shareholders from attending and voting in person at the Meeting. 
3. A corporation’s Form of Proxy must be executed pursuant to the terms of Section 44 of the Companies Act 2006 or under the hand  
of a duly authorised officer or attorney. Any corporation which is a member of the Company may authorise a person (who need not  
be a member of the Company) to act as its representative to attend, speak and vote (on a show of hands or a poll) on its behalf.  
A corporate representative may exercise on behalf of a member corporation all of its powers as a member provided that they  
do not do so in relation to the same shares. 
4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the time by which a person must be entered on the 
Register of Members in order to have the right to attend and vote at the Meeting is close of business on 20 February 2014 or,  
if the Meeting is adjourned, such time being not more than 48 hours prior to the time fixed for the adjourned meeting. Changes  
to entries on the Register of Members after that time will be disregarded in determining the right of any person to attend or vote  
at the Meeting. 
5. The register of interests of the Directors and their families in the issued share capital of the Company and copies of all Directors’ 
service contracts will be available for inspection at the registered office of the Company during usual business hours (Saturdays, 
Sundays and public holidays excepted) from the date of this Notice until the conclusion of the Meeting. 
6. As at 5.00 pm on the date immediately prior to the date of posting of this Notice, the Company’s issued share capital comprised of: 
(i) 97,051,496 ordinary shares of 1p each and each ordinary share carries the right to one vote at a general meeting of the 
Company; and 
(ii) 68,480,067 deferred shares of 9p each the holders of which are not entitled to receive notice or speak or vote at a general 
meeting of the Company. 
7. The notes to the Form of Proxy include instructions on how to appoint a proxy using the CREST proxy appointment service. You may  
not use any electronic address provided either in this Notice of Annual General Meeting or in any related documents (including the 
Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.   Designed by luminous.co.uk Armour Group plc 
Lonsdale House 
7/9 Lonsdale Gardens  
Tunbridge Wells 
Kent TN1 1NU 
United Kingdom
Tel: 01892 502700 
Fax: 01892 502707
www.armourgroup.uk.com