The Alumasc Group plc  Report and Accounts 2004
premium engineering and building products  Contents
1 Annual Highlights
2 Chairman’s Statement
4 Chief Executive’s Review
10 Financial Review
12 Board of Directors and Company Advisers
14 Directors’ Report
17 Statement of Corporate Governance
19 Remuneration Report
22 Independent Auditors’ Report
23 Consolidated Profit and Loss Account
23 Consolidated Statement of Total Recognised 
Gains and Losses
24 Consolidated Balance Sheet
25 Balance Sheet
26 Consolidated Cash Flow Statement
27 Notes on the Accounts
45 Five Year Summary
46 Notice of Annual General Meeting
The Alumasc Group plc
The Alumasc Group
Alumasc’s objective is to build market leading companies in premium engineering and
building product sectors differentiated by high added value, service and know-how.
Alumasc aims 
● to grow its operations within a decentralised, achievement orientated and 
overhead resistant management structure
● to foster lasting relationships built on quality, solutions, service and trust
● to achieve above average sustainable growth in its earnings per share
Engineering Products (Turnover £74.9m)
Precision Components (49%)
The UK’s leading specialist supplier of aluminium and zinc fully-finished
diecast components to customers in the automotive, commercial vehicle,
telecoms, lighting, electronics and defence markets. It provides
engineering solutions from a full range of diecasting, precision machining,
and assembly validation processes.
Industrial Products (51%)
Alumasc Dispense serves the international brewing market with products
for dispensing and promotion of draught beer. Brock Metal is a leading
supplier of zinc and aluminium alloys to the UK and European foundry
industry. Bissell manufactures spring steel products and similar components
for world markets.
Building Products (Turnover £40.4m)
Exterior Building Products (60%)
A leading UK supplier of high performance rainwater, drainage, roofing, façade
and render systems. Recent addition of support systems for equipment located on
roofs via the acquisition of Roof-Pro.
Acquisition of Timloc extends Alumasc’s involvement with the house building sector.
Interior Building Products (13%)
A UK specialist supplier of casing and enclosure systems manufactured from a
variety of materials including pre-formed plywood.
Construction Products (27%)
A world leader in the design, manufacture and distribution of Gatic engineered
access covers, linear drainage systems and ancillary support products.
Major applications
Airports
Green roofs
Hospitals
Office developments
Public buildings
Schools
Seaports
Shopping centres
Social housing
Sports facilities
Project partnerships
Aston Martin
BMW
Carlsberg-Tetley
Caterpillar
Deutz
Filtronic
Garrett Thermal Systems
General Motors
Mercury
Naim
Orangebox
Perkins
Philips
Saab
Scottish Courage
Siemens 1 The Alumasc Group plc
Annual Highlights
Building on a foundation of efficient
manufacturing and informative marketing
supplemented by product innovation
“A third consecutive year of improvement in the Group’s operations. 
In particular, Precision Components and Building Products moved 
ahead strongly.”
● Turnover reduced to £115.3m (-1.8%)
*
● Operating profit grew to £8.2m (+6.6%)
*
● Profit before tax grew to £8.9m (+15.1%)
*
● Earnings per share advanced to 18.6p (+18.5%)
*
● Dividend per share increased to 9.3p (+6.3%)
● Net cash at year end of £3.3m (+£1.8m)
*compared with continuing activities in the previous year
Turnover 
£m
01 02 03
103.7
110.5
117.4
Profit before tax
£m
01 02 03
4.2
6.4
7.8
04
115.3
04
8.9
Earnings per share
p
01 02 03
8.7
12.8
15.7
04
18.6
Financial Highlights
(continuing activities) Chairman’s Statement
2 The Alumasc Group plc
Overview
2004 was a good year for Alumasc, particularly in our two principal
activities – precision engineering and specification building products.
The Group’s pre-tax profits of £8.9 million (2003: £7.8 million on
continuing activities) were ahead of the previous year by £1.1 million.
Both years benefited from profits on the sale of land, and the increase
before such profits was £0.6 million or 8.0%. Within the overall
improvement, the core precision engineering and building products
divisions grew operating profit by £1.9 million, a 33% improvement on
the previous year. This excellent result was achieved by a combination
of increasing the sales of new products in both divisions, and improving
the efficiency of our manufacturing operations. Profit margins improved
as a result. Our industrial products activities performed less well, with
market conditions significantly weaker than in the previous year.
Earnings per share of 18.6p were 18.5% ahead of the previous year.
Excluding the profits from the sale of land, earnings per share of 16.1p
were 8.8% ahead.
The Group’s balance sheet continued to strengthen, with net cash of
£3.3 million at the year end, up from £1.5 million a year earlier.
Dividends
In keeping with its policy to grow dividends in line with earnings, the
Board is recommending an increase in the total dividend per share for
the year from 8.75p to 9.3p, equal to 0.55p or 6.3%. Following the
rebalancing between interim and final payments which occurred during
the year with an increase in the interim dividend per share from 2.45p to
3.0p, this equates to a recommended final dividend per share of 6.3p
(2003: 6.3p).
Strategy and Development
The Board’s determination to take advantage of the Group’s strong
market positions through increased sales activity, product development
and add-on acquisitions bore fruit in the year with the growth in
building products sales and an increasing contribution from the sale of
new products.
Since the year end, in furtherance of this strategy, Alumasc acquired two
building products companies. Roof-Pro Limited was acquired on 31 July
2004 for £3.0 million net of acquired cash. Roof-Pro manufactures and
supplies support systems for equipment and services located on roofs,
and will fit closely alongside the roofing products activities of Alumasc
Exterior Building Products.  3 The Alumasc Group plc
Timloc Building Products Limited was acquired on 6 September 2004
for £3.25 million. Timloc manufactures and supplies cavity trays,
ventilation products and loft access doors to the UK house building
market. The Board views this sector as offering significant opportunities
for expansion where the familiar characteristics of high performance,
service and technical support are present.
Financing these acquisitions was well within the Group’s existing financial
resources. I formally welcome Roof-Pro and Timloc to our Group.
Following the closure of the Group’s beer barrel activity in Burton-upon-
Trent during the previous year, contracts were exchanged for the sale of
the 10 acre freehold site for £2.1 million in June 2004. This gave rise to
a profit in the year of £0.8 million, in line with expectations at the time
of closure, and the transaction was completed on 28 July 2004.
As a result of its strong performance in the past year, assisted by the sale
of surplus land, our Group continues to have ample resources with which
to pursue its strategy of product innovation and related acquisitions.
Prospects
I spoke a year ago of our belief that the prospects for the coming year
were dependent largely on our own actions in the light of tight market
conditions. This is a fair description of the outcome and I hesitate from
drawing a significantly different picture one year later. Upward pressure
on external costs continues, particularly in the case of energy. However,
Alumasc has made real progress in the past three years, which gives us
confidence in our ability to grow in those areas where we have genuine
and demonstrable skills and strength.
J S McCall
Chairman
The Group has ample resources 
with which to pursue product 
innovation and related acquisitions Chief Executive’s Review
4 The Alumasc Group plc
Overview
I am very pleased to report a third consecutive year of improvement 
in the Group's operations during 2004. In particular, the two core
activities of Precision Components and Building Products moved their
operating profit ahead strongly. The overall result from continuing
activities was an operating profit of £8.2 million, an increase of £0.5
million (7%) on turnover of £115.3 million (2003: £117.4 million).
Our Building Products division achieved significant organic sales
increases, as a result of increased sales and marketing activity
combined with launches into new markets. The Industrial Products
companies experienced reduced sales due to fewer countermount
projects at Alumasc Dispense, and weaker markets combined with fierce
competition faced by Brock and Bissell. Whilst Alumasc Precision
moved its sales of complex components and assemblies forwards, this
was offset by reductions in its gravity casting business. The net effect 
of these movements was a small reduction in the Group’s turnover for
the year.
Costs in several areas, especially in manufacturing, benefited from
efficiency improvements. This was particularly evident in the second
half year. Across the Group, the year end headcount had reduced by 8%
(7% in the prior year). 
A keen focus on the utilisation of assets led to a tight control on 
capital expenditure in the year, which came in £1.2 million below 
the depreciation charge. Trade working capital was well controlled. 
The Group finished the year with net cash of £3.3 million versus 
£1.5 million in the prior year. 
The strong final quarter of the year gives encouragement for the current
financial year. 
Development
In line with the Group's stated plan to grow through both organic 
and acquisition growth, two building products companies have been
acquired since the year end. Roof-Pro Limited, acquired in July 2004,
manufactures and supplies support systems for equipment and services
located on roofs such as chillers, air conditioning plant and pipelines.
These systems are specified by Mechanical and Electrical (M&E)
engineers for new and refurbishment construction contracts and 
provide cost-saving flexibility in roof maintenance and repair. 
Roof-Pro's activities will fit closely with those of Alumasc Exterior
Building Products (AEBP). Whilst Roof-Pro may be expected to benefit
from AEBP's wide contacts in the UK construction industry, it will in turn
provide AEBP with an entrée into the growing M&E sector. The purchase
price was £3.0 million, excluding cash acquired, and it generated 
£0.7 million pre-tax operating profit in the year to December 2003.  5 The Alumasc Group plc
Timloc Building Products Limited was acquired in early September
2004. Timloc manufactures and supplies a range of products to the UK
house building market, including cavity trays, roof and wall ventilation
products and loft access doors with a significant market position 
in each product range. Products are sold principally to builders'
merchants and distributors for use in the construction of new houses.
This acquisition increases Alumasc Building Products’ activities in the
house building sector and by the builders' merchant route. The house
building sector is a relatively minor channel for Alumasc’s existing
activities and the Board views it as a significant opportunity for
expansion where the familiar characteristics of high performance,
service and technical support are present. Timloc matches these criteria
and should benefit in turn from Alumasc’s existing strengths in the
marketing of specification building products.
The purchase price was £3.25 million and Timloc generated £0.5 million
pre tax operating profit in the year to December 2003. 
Both acquisitions should be immediately earnings enhancing for 
the Group.
Prospects
The Group will continue to invest in sales and marketing resources to
drive sales forward. New products will be launched and new markets
will be sought for the Group's established products. Manufacturing
efficiency gains are still a focus and, to that end, there has been an
increasing use of Six Sigma techniques to further help measure,
analyse, improve and control processes in the Precision Components
businesses. To date the Group has had some success in passing on
increased raw material costs, relevant mainly to steel and cast iron
products. Concern exists for the impact on energy costs currently
emanating from high oil prices.
Following the acquisition of Roof-Pro Limited and Timloc Building
Products Limited after the year end, there will continue to be a focus on
using the Group's strong financial position to expand the Building
Products Division through further add-on acquisitions. In addition,
there are a number of significant new projects for Alumasc Precision
which will require investment to increase capacity.
The marketplaces in which the Group's businesses operate require
management's proactive approach to ensure that the Group's three year
record of profit growth is maintained. 
G P Hooper
Chief Executive
I am very pleased to report a 
third consecutive year of improvement 
in the Group’s operations Precision Components
Although sales reduced by £0.6 million to £36.8 million, added value,
an equally important measurement of activity levels, grew in absolute
terms and in proportion to sales. Operating profit grew by £0.9 million
(53%) to £2.7 million.
Within the automotive area there was a softening in demand from the
more established customers. However, BMW continued as a highlight,
with strong sales of the Mini Cooper S resulting in increased
component demand. Volumes also ramped up for Saab in Sweden
following a new engine launch.
Outside the automotive area, sales to Caterpillar and Garrett Thermal
Systems grew. New customers Deutz and Mercury Marine (through
Garrett Thermal Systems) were welcomed and volumes began to uplift
in the second half year. These customers match the declared strategy to
develop into non-automotive markets. The size of such customers also
gives future opportunities, especially once good supplier track records
have been established. Increased business with Philips and Orangebox,
the manufacturer of office chairs, further strengthened the non-
automotive development. 
Alumasc Precision grew sales and improved its manufacturing
efficiencies. Overhead recoveries were enhanced by a headcount which
ended the year 13% lower than the prior year end. Copal went through 
a further restructuring process which produced a headcount 21% lower
at the year end. In the final quarter of the year, its performance was
greatly improved. Dyson performed well, improving its return on
relatively flat sales. 
Overall, Precision Components had an encouraging year. Further 
project launches next year will build on this business’s success in
distinguishing itself by focusing on complex, high added value work.
Industrial Products
The Industrial Products companies had sales of £38.0 million, a
reduction of £5.8 million, compared to last year’s continuing activities,
mainly accounted for by Alumasc Dispense. Profit reduced by £1.5
million (67%) to £0.7 million.
Following last year's record performance at Alumasc Dispense, there
was a general slowdown in project activity, albeit several countermount
projects were won such as ScotCo Foster’s 'Super Chilled', Carlsberg’s
'Extra Cold' and Holsten. Business development continues with many
international and regional brewers.
Brock Metal had a challenging year, with market demand being affected
by a softening in the UK demand for zinc, partly a reflection of a reduction
in the size of the UK customer base. At the same time, market prices
were driven down by competitive pressures. Export sales were
developed. Aluminium profits were negatively affected by increased
prices for scrap aluminium feed, driven by demand from China. Towards
the year end, however, aluminium alloy manufacturing capacity reduced
in the UK. This should help Brock in the current financial year.
Bissell had a difficult year, with its performance being impacted by
demand fluctuations in the UK and mainland Europe, compounded by
steel cost increases and low market sales prices.
Chief Executive’s Review
Engineering Products
6 The Alumasc Group plc
Turnover 
£m
Industrial Products
(continuing activities only)
01 02 03
38.2
37.8
43.8
Operating profit 
£m
01 02 03
0.6
1.2
2.2
04
38.0
04
0.7
Turnover 
£m
Precision Components
01 02 03
32.0
37.9
37.4
Operating profit 
£m
01 02 03
2.3
1.7 1.7
04
36.8
04
2.7 Following a four year collaboration between Mercury
Marine and Garrett Thermal Systems, Alumasc
Precision is supplying components for the new
generation charge-air cooler and integrated oil cooling
system of the 6 cylinder supercharged engine, 'the
most sophisticated marine propulsion unit in history'.
7 The Alumasc Group plc
Further project launches will build on
Precision Components’ success with
complex, high added value components
The new and innovative Fosters
‘Super Chilled’ condensation font
was developed by Alumasc
Dispense for Scottish Courage to
meet the growing UK requirement
for extra cold lager.
The growing relationship between German
diesel engine manufacturer Deutz and
Alumasc Precision is based on the exacting
standards demanded by each partner.
Projects under development provide further
opportunities for precision assemblies. Chief Executive’s Review
Building Products
8 The Alumasc Group plc
Building Products
The Building Products Division increased its profit by £1.0 million
(24%) to £5.0 million on sales which were £4.3 million (12%) ahead 
of the previous year at £40.4 million.
Alumasc Exterior Building Products
Alumasc Exterior Building Products grew its sales through a further
investment in sales and marketing. All brands moved ahead of the prior
year. In particular, Harmer engineered drainage systems had a good
year, driven by project wins. A highlight was the contract award for the
Coventry Walsgrave Hospital. Sales in the final quarter were particularly
good across all brands. The increased sales were the primary driver to
increase AEBP's operating profit.
Continued investment in sales and marketing, new product development
and the recently acquired Roof-Pro should help to drive this business
forwards. Further investment in PFI projects, a new preferred supplier
status for Alumasc Rainwater, and increased MR Walling brand sales, 
as the refurbishment of social housing stock gathers pace under the
Government’s Decent Homes initiative, will also help.
Alumasc Interior Building Products
Alumasc Interior Building Products had a good performance in the UK
resulting in sales moving well ahead of the prior year. This was mainly
driven by the success of the penetration into builders merchants, with
81 stocking branches in place at the year end. The roll-out into
mainland Europe has, however, taken longer than expected to become
established. Continuing negotiations with several large distribution
channels could result in a greatly improved performance.
In the current year, a focus will be maintained on sales into Europe as
well as building on the success of last year's UK strategy. This will
involve the further development of UK merchants combined with the
targeting of specific UK markets. An increasing investment in sales and
marketing will continue in support of the above.
Alumasc Construction Products
Elkington Gatic had another outstanding and record year for sales and
profit. The Company’s access and drainage products had significant sales
increases in both established and new markets. Within the UK, there was
an increased level of airport activity for both commercial and military
establishments. This was driven by airport expansion (such as Terminal 5
at Heathrow) and maintenance replacement work. Export sales also held
up well, especially in Germany, the United Arab Emirates and Malaysia.
The Gatic Slotdrain product continued its roll-out into supermarket car
parks, retail parks and petrol station forecourts. Recent notable successes
have been with Total and BP (at Stansted Airport). National UK stockist
distribution has been established for Gatic Slotdrain which will build on
the momentum gained for this fast growing product. Another highlight
was the agreement reached with Saint Gobain to distribute Gatic
engineered access covers on the Continent. Further manufacturing
efficiencies were generated during the year, partly driven by increased
sales volumes. To complete a very successful year, Elkington Gatic
achieved the Environmental Standard ISO 14001.
Elkington China performed well in a depressed market. It remained in
profit by tailoring its cost structure to the revenues achieved. Sales
continued for the Hong Kong Terminal 9 Container Project.
Scaffold & Construction Products also had a record year, for both sales
and operating profit. SCP's fast customer response business model has
been a success and further products will be sought to market through its
distribution channel.
While raw material cost increases became a factor in the second half
year, ACP has been broadly successful in passing these on. A further
investment in sales and marketing along with a planned expansion into
new geographical markets should continue the momentum into the
current year.
Turnover 
£m
Building Products 
01 02 03
33.4
34.8
36.1
Operating profit 
£m
01 02 03
1.7
3.6
4.0
04
40.4
04
5.0 9 The Alumasc Group plc
Continued investment in sales and
marketing, product development and
acquisitions will drive the business forward
The MR Swistherm External Wall Insulation
system has once again been chosen for an award-
winning urban renewal project: the transformation of
a redundant 1970’s building into affordable housing
and a business centre next to the River Thames.
2003 saw the completion of the first
new Benedictine monastery in Ireland
for more than 800 years. The challenge
of combining functionality and aesthetics
was met with Pendock column casings.
Gatic Slotdrain is an innovative and
cost-effective solution to water run-off
problems on garage forecourts,
providing an unobtrusive and durable
drainage system. Fast installation also
reduces costs. Financial Review
10 The Alumasc Group plc
Results
Total profit before tax rose from £4.5 million in 2003 to £8.95 million in
2004. The 2004 result includes a profit on sale of property of £0.88
million (2003: £0.31 million), and the prior year result was net of a £3.3
million loss on discontinued activities. Excluding these items, there was
an 8% increase in profit before tax to £8.07 million (2003:  £7.47
million), on turnover down 1.8% to £115.3 million (2003: £117.4
million). Within the result, there was a marked improvement in gross
margin, up from 24.6% to 26.1%, reflecting aggressive action on
manufacturing costs, and continued efficiency improvements in the
utilisation of plant. Administrative expenses were largely unchanged,
but the Group invested in additional marketing costs, including
additional staff, although there was a headcount reduction on year end
figures of 8% in total throughout the Group.
Earnings, tax and dividend
Earnings per share were 18.6p (2003: 6.9p overall, 15.7p on continuing
activities). The overall effective tax rate was 27.5% (2003: 29.6% on
continuing activities).  Excluding the effect on the tax rate of the profit
on land sales, the underlying effective rate is 30.5% (2003: 30.8% on
continuing activities).
The Board is recommending a 6.3% increase in the total dividend to
9.3p (2003: 8.75p) covered 2.0 times. A year ago the Board announced
its intention to pay a higher proportion of the dividend at the interim
stage. This was reflected in the increase in the interim dividend from
2.45p to 3.0p. The directors propose a final dividend of 6.3p (2003:
6.3p) payable on 29 October 2004 to shareholders on the register as at
8 October 2004.
Shareholders’ funds
Shareholder funds increased to £39.4 million (2003: £36.1 million) as
set out in note 25 to the accounts.
Cash
The Group continues to generate cash; net cash at 30 June 2004 
was £3.3 million (2003: £1.5 million) even though £2.0 million of the
proceeds from the sale of land at Burton-upon-Trent was received after
the year end. Capital expenditure was modestly up on prior year at £2.5
million (2003: £2.2 million) compared with depreciation of £3.6 million
(2003: £4.0 million). Interest costs fell to £0.2 million (2003: £0.3 million). 11 The Alumasc Group plc
Pensions
Following an increase in the actuarial deficits on both of the Group's
final salary schemes reported in 2002 and 2003, the Group acted to
reduce the cost of providing future pensions with effect from the last
quarter of the year to 30 June 2004. Note 26 to the accounts shows, on
a memorandum basis, the scheme deficits based on FRS 17
conventions. This shows a further increase in the deficits arising
primarily from projected increases in life expectancy. 
Summary
The results for 2004 show continuing advances in the Group's core
activities and increased cash generation. Taken together with its nil
gearing this leaves the Group well placed to make further acquisitions
and fund its continuing growth from a solid base. 
Post balance sheet events
Since 1 July 2004, the Group has acquired two building products
businesses in pursuit of its policy of expanding by acquisition as well
as by organic growth in this area. On 31 July 2004 the Group acquired
Roof-Pro Limited for a cash consideration of £3 million net of cash
acquired and on 6 September 2004 the Group acquired Timloc Building
Products Limited for a cash consideration of £3.25 million. Both
companies are expected to be earnings enhancing from the first year.
D R Sowerby
Group Finance Director
There was a marked improvement in
gross margin, up from 24.6% to 26.1%
The Board is recommending 
a 6.3% increase in total dividend 
to 9.3p (2003: 8.75p) Board of Directors and Company Advisers
12 The Alumasc Group plc
John McCall MA (Cantab) (59)
Chairman 
a
John McCall was appointed Chairman and Chief
Executive on the foundation of the Company in
1984. He was called to the Bar in 1968. His
previous employment was with the mining
finance house Consolidated Gold Fields plc with
whom he gained extensive international
experience in the fields of mining and
construction materials.
Jon Pither MA (Cantab) (70)
Deputy Chairman 
abc
Jon Pither holds directorships in a number of
companies and is a past council member of the
CBI and a past President of The Aluminium
Federation. He was appointed in 1992 and
became Deputy Chairman in 1995. He is the
senior independent non-executive director and
Deputy Chairman of the Alumasc Board.
Paul Hooper BSc, MBA, DipM (48)
Chief Executive 
Paul Hooper was appointed Chief Executive in
March 2003 having joined Alumasc as Group
Managing Director in April 2001. His earlier
career included a first Managing Director role
with BTR plc in 1992. He subsequently joined
Williams Holdings plc in Special Operations,
implementing acquisitions in Europe and North
America, prior to joining Rexam PLC as a
Divisional Managing Director with responsibility
for operations in Europe and South East Asia.
Philip Gwyn MA (Cantab) (60)
Non-Executive Director 
abc
Philip Gwyn has been a non-executive director
since 1984. He was called to the Bar in 1968 and
after a period with merchant bankers, Dawnay,
Day & Co, started to invest in businesses in
which he was involved in executive and non
executive capacities. These include Christie
Group plc (currently Chairman). The Soho Group
(Chairman from 1990 to 2001), GrandVision SA.,
a French retail group, of which he is a founder
director and other UK enterprises.
Martin Rhodes FCA (51)
Executive Director
Martin Rhodes qualified as a Chartered
Accountant in 1977 before moving into
manufacturing with Smiths Industries where he
worked within the automotive and technical
ceramic businesses. He joined Alumasc in 1989
and was appointed Managing Director of
Alumasc Precision in 1996 before joining the
Board as an executive director in February 2001. 
He assumed responsibility for Health & Safety
and Environmental issues from September 2002.
Richard Saville BSc (55)
Non-Executive Director 
abc
Richard Saville joined The Alumasc Group plc
Board as a non-executive director at the beginning
of 2002. He is currently Finance Director of
Craegmoor Limited. His early career was in the
City where he became a partner of Phillips &
Drew in 1980 and a director of Morgan Grenfell
Securities in 1987. He joined George Wimpey plc
in 1988 becoming Group Finance Director at the
beginning of 1994, a position he held until May
2001. He became Director of Finance of Halfords,
a position he held until September 2003.
David Sowerby BA, FCA (59)
Finance Director
David Sowerby qualified as a Chartered
Accountant in 1969 with Arthur Andersen. He
spent the majority of his earlier career with the
international Bunge organisation where he was
the controller of a £500 million group before
moving into the engineering industry in 1988. He
has been Group Finance Director since 1991.
Committees:
a 
Nomination Committee
b 
Audit Committee
c 
Remuneration Committee
Registered Office
The Alumasc Group plc
Burton Latimer
Kettering
Northamptonshire NN15 5JP
Tel: +44(0) 1536 383844
Fax: +44(0) 1536 725069
www.alumasc.co.uk
info@alumasc.co.uk
Registered No: 1767387
Registrars
Capita Limited
Northern House
Woodsome Park
Fenay Bridge
Huddersfield HD8 0LA
Merchant Bank
Close Brothers Corporate 
Finance Limited
10 Crown Place
Clifton Street
London EC2A 4FT
Solicitors
Herbert Smith
Exchange House
Primrose Street
London EC2A 2HS
Brokers
Williams de Broë
6 Broadgate
London EC2M 2RP 13 The Alumasc Group plc
Jon Pither
Deputy Chairman
Paul Hooper
Chief Executive
John McCall
Chairman
David Sowerby
Finance Director
Richard Saville
Non-Executive Director
Martin Rhodes
Executive Director
Philip Gwyn
Non-Executive Director 14 The Alumasc Group plc
Directors’ Report
The directors present their report and accounts for the year ended 30 June 2004.
Principal activities and business review
The principal activities of the Group are the manufacture of engineering products and components for industrial customers and the design, manufacture
and marketing of products for the building and construction industries. A review of the Group’s operations, performance and future prospects is included
in the Chairman’s Statement on page 2 to 3, the Chief Executive’s Review on pages 4 to 9 and in the Financial Review on pages 10 to 11.
Results and dividends
The Group’s profit before tax was £8.9 million (2003: £4.5 million after a £3.3 million loss on discontinued activities, including a goodwill write off of 
£2.4 million). The directors recommend a final dividend of 6.3p per ordinary share payable on 29 October 2004 to members on the register at the close
of business on 8 October 2004 which, together with the interim dividend, makes a total of 9.3p for the year (2003: 8.75p).
Events since the balance sheet date
On 31 July 2004 the Company completed the acquisition of Roof-Pro Limited for cash consideration of £3 million, net of cash acquired.
On 6 September 2004 the Company completed the acquisition of Timloc Building Products Limited for cash consideration of £3.25 million, as set out in
note 28 to the accounts.
Share capital
The present authorised and issued share capital of the Company is set out in note 18.
Purchase of own shares by the Company
At the previous annual general meeting authority was granted to the directors to purchase, in the market, the Company’s own shares, up to the limit of
14.9% as permitted under regulation 46 of the Company’s Articles of Association. The authority is expressed to run until the Company’s next annual
general meeting at which it will expire. The directors do not propose to exercise the authority unless satisfied that a purchase would be in the best
interest of shareholders and could be expected to result in an increase in earnings per share. Renewal of this authority will be proposed at the
forthcoming Annual General Meeting.
Directors
Current directors are listed below and their biographies are set out on page 12. All of the current directors served throughout the year. Bill Bailie retired
from the Board on 31 August 2003.
In accordance with the Articles of Association John McCall, Paul Hooper and Martin Rhodes retire by rotation, and, being eligible, offer themselves for 
re-election. Jon Pither, having attained the age of 70 during the financial year, retires and offers himself for re-election.
Details of directors’ service agreements are given in the Remuneration Report on pages 19 to 21.
Directors’ share interests
Shares
At 30 June At 30 June
2004 2003
J S McCall 4,071,458 4,071,458
J P Pither 279,131 237,631
PH R Gwyn 3,057,605 3,057,605
GP Hooper 40,000 40,000
MH Rhodes – –
RCC Saville 3,000 3,000
DR Sowerby 16,560 16,560
W H M Bailie –* –
*At date of retirement
Directors’ interests are beneficial with the exception of 434,000 shares (2003: 434,000) in which John McCall has a non beneficial interest. Details of
options granted to the directors can be found in the Remuneration Report on pages 19 to 21.
There has been no change in the directors’ interests in the share capital of the Company from 30 June 2004 to 8 September 2004. 15 The Alumasc Group plc
Substantial shareholders
In addition to those of the directors, the Company has been notified of the following interests in the issued share capital of the Company at 30 June 2004:
% of
Shares share capital
Framlington Investment Management 5,174,684 14.86
Deutsche Bank AG 3,666,430 10.53
Platinum Investment Trust 1,884,472 5.40
C R Inwood Esq 1,696,000 4.87
EW O’Loughlin Esq 1,669,981 4.80
Since the year end the Company has been notified that Platinum Investment Trust has reduced its holding to 4.91% and that Deutsche Bank AG has
reduced its holding to below 10%.
The directors are not aware of any other notifiable interests in the share capital of the Company.
Environmental matters
The Board aims to operate in such a way as to minimise any adverse effects that its operations may have on the environment and to find alternative ways
of operating where its activities may cause environmental damage. The Group requires that each operating business achieves minimum standards of
environmental efficiency in accordance with written Group policy.
The Board is committed to applying the standards as required by law, codes of practice and issued guidelines. This is done through product
development, promoting use of recycled materials, waste minimisation and energy efficiency.
Health & Safety
The Alumasc Group plc is a health and safety conscious group which seeks to achieve high standards for the wellbeing of its employees. There is a clear
Group policy. Achieving an embedded health and safety culture and the reduction of accident risk is the responsibility of management and employees alike.
All operating companies ensure compliance with legislation and have developed and implemented action plans with the objective of achieving
continuous improvement in Health & Safety performance which is systematically reviewed by local management and at Group Board level.
Creditor payment policy
While the Company does not follow a specific code of practice, it has due regard to suppliers’ payment terms and generally settles all undisputed
accounts within 30 days of the due date for payment. At the year end the Company had no trade creditors (2003: nil). The Group average number of
creditor days as at 30 June 2004 was 71 (2003: 66).
Research and development
The Group continues to devote effort and resources to the research and development of new processes and products.
Employees
Through company announcements employees are kept informed on the Group’s financial performance, future prospects and other matters affecting them.
The Group is an equal opportunities employer and applications from disabled persons are fully and fairly considered, having regard to the aptitudes and
abilities of the applicant. In the event of disability, every effort is made to ensure that employment continues and appropriate training is given. Career
development and promotion of disabled people is, as far as possible, identical to that of other employees.
Donations
The Group made charitable donations of £2,000 during the year (2003: £2,000) and made no political donations. The Alumasc Group plc 16
Statement of Directors’ Responsibilities
Company law requires the directors to prepare accounts for each financial year which give a true and fair view of the state of affairs of the Company and
the Group and of the profit or loss of the Group for that period. In preparing those accounts, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the accounts;
•prepare the accounts on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the
Group and to enable them to ensure that the accounts comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the
Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Auditors
A resolution to re-appoint Ernst & Young LLP as the Company's auditor will be put to the members at the forthcoming Annual General Meeting.
Annual General Meeting
The notice convening the AGM, to be held on 21 October 2004, is included with this document together with an explanation of the business to be
conducted at the meeting, and a form of proxy.
By order of the Board
D R Sowerby
Company Secretary
8 September 2004
Directors’ Report The Alumasc Group plc 17
The Board is committed to high standards of corporate governance throughout the Group. This statement describes to the shareholders how the
principles of the Combined Code that was adopted in 1998 are applied.
A new Combined Code will apply for the reporting period starting 1 July 2004. Changes to the Company’s corporate governance regime are being
considered for the year ended 30 June 2005 in light of the new requirement.
Compliance with the Combined Code of Best Practice
The Company complied with the Combined Code throughout the year ended 30 June 2004 except that one of the directors has a service contract in
excess of the recommended 12 months which under transitional arrangements will reduce to 12 months by 30 June 2005 as disclosed in the
Remuneration Report on pages 19 to 21.
Shareholder communication
The Chairman, Chief Executive and Finance Director maintain regular contact with institutional investors throughout the year to discuss the strategy and
progress of the Group. Private investors are encouraged to attend the AGM and the Notice of Meeting is sent out 20 working days prior to this meeting.
At the AGM the numbers and voting intentions of the shareholders voting by proxy will be declared to the meeting. The Chairman aims to ensure that the
Chairmen of the nomination, remuneration and audit committees are available at the AGM to answer any questions.
The Group web site, www.alumasc.co.uk, makes available copies or summaries of all company announcements, electronic versions of the Annual Report
and Accounts plus full subsidiary information with hot links to the subsidiary companies’ own websites.
The Board
At 8 September 2004, the date of signing the accounts, the Board comprises four executive directors and three non-executive directors.
The Board meets regularly and retains responsibility for a schedule of matters covering strategic, operational, financial and compliance issues and
receives regular reports on these areas.
The Board of Alumasc is satisfied that a good balance of authority and decision taking power exists among the Group’s executive directors. The Board
considers that the non-executive directors are independent and free from any business or other relationship that could materially interfere with the
exercise of independent judgement. 
Nomination Committee
The members of the Nomination Committee are John McCall (Chairman), Jon Pither (Deputy Chairman), Philip Gwyn and Richard Saville. The
Committee meets when appropriate and is responsible for considering and recommending changes in the Board’s composition and membership.
Appointments are fully discussed against the requirements of the Group’s business plan and the need to have a balanced Board.
Remuneration Committee
The members of the Remuneration Committee are all non-executive directors chaired by Philip Gwyn. The Committee operates within its agreed terms of
reference in advising the Board on the remuneration policy for executive directors and senior executives. The Committee is also responsible for the
allocation of options under the executive share option scheme and awards under the Company’s long term incentive plan. When making its decisions, the
views of the Chief Executive are considered and professional advice is available if needed. The Board, excluding the non-executives, reviews non-
executive directors’ fees annually.
The Director’s Report on Remuneration, which has been prepared in accordance with the requirements of the Companies Act Schedule 7A and approved
by the Board, is set out on pages 19 to 21.
Audit Committee
The members of the Audit Committee are all non-executive directors chaired by Richard Saville. The Committee meets no less than twice a year and
reports to the Board on all matters relating to regulatory and accounting issues affecting the Group together with financial reporting and internal control
procedures. In addition, the Committee ensures that an objective and professional relationship is maintained with external auditors who may attend all
meetings and have direct access to the Committee and its Chairman at all times. The executive directors are not members of the Committee but may
attend meetings of the Committee as necessary. The Group does not currently have a dedicated internal audit function; the requirement for this function is
kept under review.
Statement of Corporate Governance 18 The Alumasc Group plc
Statement of Corporate Governance
Going concern
After making proper enquiries, the directors fully expect the Group to have adequate resources to continue in operational existence for the foreseeable
future. For this reason, they continue to adopt the going concern basis in preparing the accounts.
Internal Control
The directors are responsible for the Group’s system of internal control.  The effectiveness of the system has been reviewed during the financial year. It is
acknowledged that any system of internal control can only provide reasonable but not absolute assurance against any material misstatement or loss.
An ongoing process, in accordance with the guidance of the Turnbull Committee, has been established for identifying, evaluating and managing the
significant risks faced by the Group.
(i) Risk review
Risk assessment is a continuing process throughout the year, dealt with through monthly board meetings of operating companies which formally
identify the risks most important to each Company, consider their financial implications and assess the adequacy and effectiveness of control. Each
operating company has implemented procedures for controlling the relevant risks of their businesses. 
The Chairmen of each operating subsidiary, who are executive directors, report to the Board on the risk management procedures that have been in
place during the year and the effectiveness of the level of control in managing the identified risks. The Board reviews these reports and adds
additional items where appropriate. The Board is able to confirm that these procedures are ongoing.
(ii) Financial reporting and monitoring
The Board meets regularly throughout the year and has adopted a schedule of matters which are required to be brought to it for decisions. This
procedure is intended to ensure that directors maintain full and effective control over all financial issues. The Executive Committee, which oversees
the Group’s business activities, comprises the Group’s executive directors and the managing directors of principal operating companies.
Group companies operate under a system of controls which include:
•a defined organisational structure with an appropriate delegation of authority to operational management;
• the identification and appraisal of financial risks both formally, within the annual process of preparing business plans and budgets, and
informally through close monitoring of operations;
•a comprehensive financial reporting system within which actual results are compared with approved budgets and previous years’ figures on a
monthly basis and reviewed at both local and group level;
• an investment evaluation procedure to ensure an appropriate level of approval for all capital expenditure. 19 The Alumasc Group plc
Remuneration Report
Information not subject to audit
The Remuneration Committee comprises non-executive directors only and is chaired by Philip Gwyn. The Committee advises the Board on the Group’s
policy of executive remuneration.
Remuneration policy 
Salaries are reviewed annually on the basis of market comparisons with positions of similar responsibility and scope in companies of a similar size in
comparable industries. In reviewing directors’ salaries the Remuneration Committee takes into account both company pay awards and personal
performance and information from an external salary survey source, Monks Partnership (part of PriceWaterhouseCoopers).
There are four main elements which make up the executive remuneration package, basic salary, bonuses, benefits and share incentive schemes. The
Company’s policy is to consider mitigation on termination of service contracts; compensation on termination is not specifically contracted for in
directors’ service agreements.
Annual bonuses are determined by a formula agreed with the Remuneration Committee. A zero threshold is set each year above which bonuses increase
in line with profits, to a maximum of 40% of salaries (in relation to Paul Hooper the maximum bonus is 50% of his salary). The bonus targets are set at
levels which the Remuneration Committee believes to provide a major challenge for management in the bonus year.
Long term incentive awards and awards under the Group’s executive share option plan are designed to reward the achievement of long-term performance targets.
Fees for non-executive directors are determined by the Board on the basis of market comparisons with positions of similar responsibility and scope in
companies of a similar size in comparable industries. They are not eligible for pension scheme membership and do not participate in any of the Group’s
bonus, share option or incentive schemes.
All executive directors, except Paul Hooper, are members of The Alumasc Group Pension Scheme which is a final salary scheme and provides directors
with an accrual rate of 1/60th for each year of service, with a maximum pension of two-thirds of final salary. Pensionable salary excludes bonus
payments to the directors. A company money purchase arrangement is in place for Paul Hooper.
Service contracts
The Remuneration Committee has determined to respect current best practice in respect of service contracts issued on all new appointments.
Messrs McCall, Hooper and Rhodes are employed under 12 month rolling service contracts with notice periods of 12 months. Under a transitional
arrangement, David Sowerby’s service contract will reduce from its current 22 months to become 12 months by 30 June 2005.
None of the non-executive directors have service contracts. In accordance with current best practice, since 1999, letters of appointment have been issued
which provide for an initial period of three years, subject to review. There are no such letters of appointment in respect of Messrs Gywn and Pither, who
were appointed prior to this date.
The Committee considers the above arrangements are reasonable and necessary to the employment of high calibre directors.
Details of compliance with the Combined Code can be found in the corporate governance statement on pages 17 to 18.
The graph shows the total shareholder return on a hypothetical holding of shares in the Company compared with a broad equity market. The directors
have chosen to illustrate TSR against the FTSE All Share Index. 
This Index has been selected as, in the opinion of the directors, providing a more sound comparison than any subset of the market.
Compliance graph - historical TSR performance
550
500
450
400
350
300
250
200
150
2000 1999 2001 2002 2003 2004
ALUMASC - TOTAL RETURN INDEX
FTSE ALL SHARE - TOTAL RETURN INDEX
SOURCE: DATASTREAM 20 The Alumasc Group plc
Information subject to audit
Directors’ remuneration
Basic salary Other Total Total
and fees benefits Bonuses 2004 2003
£000 £000 £000 £000 £000
Executive directors
J S McCall 150 6 38 194 178
GP Hooper 170 21 43 234 211
MH Rhodes 98 11 25 134 119
DR Sowerby 125 16 30 171 151
WH M Bailie* 18 6 – 24 141
Non-executive directors
JP Pither 22 – – 22 22
PH R Gwyn 17 – – 17 17
R C C Saville 17 – – 17 17
*Up to date of retirement
Benefits include health insurance and the provision of a company car or company car allowance
Gross Increase Total Value of Value of Value of Total
increase in in accrued accrued net increase accrued accrued change in
accrued pension net pension at in accrual pension at pension at value during
pension of inflation 30.06.2004 over period 30.06.2004 30.06.2003 period
£000 £000 £000 £000 £000 £000 £000
J S McCall 5 3 75 56 1,419 1,383 36
WHM Bailie – – 61 7 1,442 1,454 (12)
MH Rhodes 2 2 20 9 161 160 17
DR Sowerby 3 2 31 51 601 558 43
a. The total accrued pension at 30.6.2004 is that which would be paid annually on retirement based on service to the end of the financial year (except in
the case of Mr Bailie when the calculation is based on a termination date of 31 August 2003).
b. The values of accrued pension have been calculated on the basis of actuarial advice in accordance with Guidance Note GN11 and are stated after
deducting director contributions. The values represent a liability of the employing company - not a sum to be paid or due to the individual director.
c. Voluntary contributions paid by directors and resulting benefits are not shown.
d. Mr Bailie retired on 31 August 2003. The Company augmented his pension by a payment of £91,000 into the Scheme. This amount is included in the
accrued pension value.
e. The value of accrued pension at 30.06.2004 in respect of Mr Rhodes was reduced by £21,152 during the year as a result of a reallocation to a third
party. As a consequence of this, the total accrued pension as at 30.06.2004 has been reduced by the annual pension equivalent of £2,650.
Remuneration Report 21 The Alumasc Group plc
Share options
Date
At 1 July 2003 Exercise from which Expiry
and 30 June 2004 price exercisable date
J S McCall 40,000 135.0p Oct 2002 Oct 2009
GP Hooper 100,000 106.5p Apr 2004 Apr 2011
MH Rhodes 15,000 135.0p Oct 2002 Oct 2009
DR Sowerby 10,629 318.0p Mar 1998 Mar 2005
40,000 135.0p Oct 2002 Oct 2009
Executive share options awarded between October 1994 and October 1999 may only be exercised if the growth in Earnings Per Share (EPS) exceeds UK
Retail Price Index (RPI) by 6% over the course of a continuous three year period. This relates only to the 10,629 options awarded to David Sowerby in
March 1995. For all other awards made since October 1999, EPS growth will have to exceed RPI plus 7.5%.
During the year no options held by current directors were granted, exercised or lapsed. Bill Bailie held 40,000 share options as at 1 July 2003 which
lapsed at the date of his retirement.
The closing mid market price of the shares on 30 June 2004 was 142.5p and ranged between 134.0p and 168.5p per share during the year.
The current executive share option scheme and savings related share option scheme were adopted in October 1994. The Schemes are valid for ten years
therefore the Company will propose at the Annual General Meeting in October 2004 that shareholders approve and adopt new share option schemes. 
A summary of the rules is detailed in the circular which accompanies the Report and Accounts.
Long Term Incentive Plan
The Alumasc Group plc Long Term Incentive Plan (the "Plan") was approved by the shareholders in October 1997. The purpose of the Plan is to motivate
key individuals to take the Company upon a programme of long term growth and to reward them for exceptional performance. Under the Plan each
participant is allocated a number of shares. The vesting of shares under the Plan is subject to the achievement of performance criteria. To date, no shares
have been vested in participants.
LTIP Awards vest pro rata between nil and 100% conditional upon achieving targeted growth in earnings per share (‘EPS’) over a fixed three year period
following the making of the award. 
In respect of awards made prior to October 2002 there is nil vesting until the Group reaches the lower target of 2.5% growth per annum in EPS above the
rate of increase in the RPI. 100% of awards will vest on achieving 15% growth per annum in EPS above the rate of increase in RPI.
In respect of awards made after October 2002 there will be 10% vesting when the Group reaches the lower target of 2.5% growth per annum in EPS
above the rate of increase in the RPI. 100% of awards will vest on achieving 10% growth per annum in EPS above the rate of increase in RPI.
There was one grant, during the year ended 30 June 2004, made in October 2003, when the share price was £1.64. The award totalled 143,728 shares,
included within this were awards made to executive directors as shown below.
The maximum contingent interest in shares under the Plan is:
Awards made before Awards made after
October 2002 October 2002
At 1 July 2003
and
30 June 2004 At 1 July 2003 Granted in year At 30 June 2004
GP Hooper 73,171 53,571 51,987 105,558
MH Rhodes 29,268 21,429 21,406 42,835
DR Sowerby 39,024 28,571 27,522 56,093
Release date for outstanding awards, from 1 July 2004 1 July 2005 1 July 2006 1 July 2005
In accordance with the rules of the scheme it is the Company’s intention to vest 27.5% of the shares which were awarded to directors in September 2001.
On behalf of the Board
P H R Gwyn
Chairman 
Remuneration Committee 22 The Alumasc Group plc
We have audited the Group’s financial statements for the year ended 30 June 2004 which comprise the consolidated profit and loss account, consolidated
statement of total recognised gains and losses, consolidated balance sheet, balance sheet, consolidated cash flow statement, and the related notes 1 to 28.
These financial statements have been prepared on the basis of the accounting policies set out therein. We have also audited the information in the
Remuneration Report that is described as having been audited.
This report is made solely to the Company’s members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work has been
undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditors’ report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body,
for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The directors are responsible for preparing the Annual Report, including the financial statements which are required to be prepared in accordance with
applicable United Kingdom law and accounting standards as set out in the Statement of Directors’ Responsibilities in relation to the financial statements.
Our responsibility is to audit the financial statements and the part of the Remuneration Report to be audited in accordance with relevant legal and regulatory
requirements, United Kingdom Auditing Standards and the Listing Rules of the Financial Services Authority.
We report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements and the part of the
Remuneration Report to be audited have been properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the
Directors’ Report is not consistent with the financial statements, if the Company has not kept proper accounting records, if we have not received all the
information and explanations we require for our audit, or if information specified by law or the Listing Rules regarding directors’ remuneration and
transactions with the Group is not disclosed.
We review whether the Statement of Corporate Governance reflects the Company’s compliance with the seven provisions of the Combined Code specified
for our review by the Listing Rules, and we report if it does not. We are not required to consider whether the Board’s statements on internal control cover all
risks and controls, or form an opinion on the effectiveness of the Group’s corporate governance procedures or its risk and control procedures.
We read other information contained in the Annual Report and consider whether it is consistent with the audited financial statements. This other information
comprises the Directors’ Report, unaudited part of the Remuneration Report, Chairman’s Statement, Chief Executive’s Review, Financial Review and
Statement of Corporate Governance. We consider the implications for our report if we become aware of any apparent misstatements or material
inconsistencies with the financial statements. Our responsibilities do not extend to any other information.
Basis of audit opinion 
We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on
a test basis, of evidence relevant to the amounts and disclosures in the financial statements and the part of the Remuneration Report to be audited. It also
includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the
accounting policies are appropriate to the Group’s circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements and the part of the Remuneration Report to be audited are free from material
misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of
information in the financial statements and the part of the Remuneration Report to be audited.
Opinion
In our opinion the financial statements give a true and fair view of the state of affairs of the Company and of the Group as at 30 June 2004 and of the profit
of the Group for the year then ended and the financial statements and the part of the Remuneration Report to be audited have been properly prepared in
accordance with the Companies Act 1985.
Ernst & Young LLP
Registered Auditor
Luton
8 September 2004
Independent Auditors’ Report
To the members of The Alumasc Group plc 23 The Alumasc Group plc
2004 2003
Continuing Discontinued
Total activities activities Total
Notes £000 £000 £000 £000
Turnover 2 115,312 117,425 2,499 119,924
Cost of sales 85,209 88,555 2,086 90,641
Gross profit 30,103 28,870 413 29,283
Selling and distribution costs 9,803 9,199 72 9,271
Administrative expenses 12,054 11,933 392 12,325
Operating profit/(loss) 3 8,246 7,738 (51) 7,687
Share of operating profit in associates 50 55 – 55
Profit on fixed asset disposals 880 305 – 305
Sale/termination of businesses:
Business closure costs – – (875) (875)
Goodwill write off – – (2,388) (2,388)
– – (3,263) (3,263)
Interest receivable 13 39 – 39
Interest payable 5 (242) (361) – (361)
Profit/(loss) on ordinary activities before taxation 2 8,947 7,776 (3,314) 4,462
Taxation charge/(credit) 6 2,459 2,302 (246) 2,056
Profit/(loss) on ordinary activities after taxation 6,488 5,474 (3,068) 2,406
Equity minority interest (7) (22) – (22)
Profit/(loss) for the financial year attributable  
to shareholders 6,481 5,452 (3,068) 2,384
Dividends 7 3,225 3,035 – 3,035
Retained profit/(loss) for the financial year 19 3,256 2,417 (3,068) (651)
Basic earnings per share 8 18.6p 15.7p (8.8)p 6.9p
Diluted earnings per share 8 18.5p 15.6p (8.8)p 6.8p
Consolidated Statement of Total Recognised Gains and Losses
For the year ended 30 June 2004
2004 2003
Notes £000 £000
Profit for the financial year attributable to shareholders 6,481 2,384
Currency translation differences on foreign currency net investments 19 (6) (9)
Total recognised gains and losses for the year 6,475 2,375
Consolidated Profit and Loss Account
For the year ended 30 June 2004 24 The Alumasc Group plc
Consolidated Balance Sheet
At 30 June 2004
Restated
2004 2003
Notes £000 £000
Fixed assets
Intangible assets 9 50 58
Tangible assets 10 25,901 28,411
Investments 11 515 493
26,466 28,962
Current assets
Stocks 12 11,745 11,698
Debtors 13 26,875 24,192
Cash at bank and in hand 5,625 4,608
44,245 40,498
Creditors: amounts falling due within one year
Trade and other creditors 14 24,966 25,608
Corporation tax 1,151 1,202
Proposed dividend 2,185 2,185
28,302 28,995
Net current assets 15,943 11,503
Total assets less current liabilities 42,409 40,465
Creditors: amounts falling due after more than one year 15 1,907 3,656
Provisions for liabilities and charges 16 1,040 704
Equity minority interest 28 36
Net assets 39,434 36,069
Capital and reserves
Called up share capital 18 4,352 4,352
Share premium 19 26,909 26,907
Revaluation reserve 19 1,727 1,874
Capital redemption reserve 19 693 693
Capital reserve – own shares 19 (164) (164)
Profit and loss account 19 5,917 2,407
Equity shareholders’ funds 39,434 36,069
J S McCall D R Sowerby
Director Director
8 September 2004 25 The Alumasc Group plc
Restated
2004 2003
Notes £000 £000
Fixed assets
Tangible assets 10 3,148 3,562
Investments 11 52,005 52,005
55,153 55,567
Current assets
Debtors 13 3,598 145
Amounts due from Group companies 2,167 4,251
Cash at bank and in hand 2,666 2,886
8,431 7,282
Creditors: amounts falling due within one year
Trade and other creditors 14 1,838 2,194
Proposed dividend 2,185 2,185
4,023 4,379
Net current assets 4,408 2,903
Total assets less current liabilities 59,561 58,470
Creditors: amounts falling due after more than one year 15 1,553 2,381
Provision for liabilities and charges 13 –
Net assets 57,995 56,089
Capital and reserves
Called up share capital 18 4,352 4,352
Share premium 19 26,909 26,907
Revaluation reserve 19 2,265 2,265
Merger reserve 19 10,606 10,606
Capital redemption reserve 19 693 693
Capital reserve – own shares 19 (164) (164)
Profit and loss account 19 13,334 11,430
Equity shareholders’ funds 57,995 56,089
J S McCall D R Sowerby
Director Director
8 September 2004
Balance Sheet
At 30 June 2004 26 The Alumasc Group plc
Consolidated Cash Flow Statement
For the year ended 30 June 2004
2004 2003
Notes £000 £000
Net cash inflow from operating activities 21 9,637 9,464
Returns on investments and servicing of finance
Interest received 13 39
Interest paid (85) (147)
Interest element of lease/hire purchase payments (157) (214)
Dividends paid to minority interests (15) (16)
Net cash outflow from returns on investments and servicing of finance (244) (338)
Taxation
UK corporation tax paid (2,192) (2,095)
Capital expenditure and financial investment
Purchase of tangible fixed assets (2,490) (2,217)
Proceeds from sale of tangible fixed assets 24 264 1,520
(2,226) (697)
Acquisitions and disposals
Sale of subsidiary undertaking – 109
Net cash disposed of with subsidiary undertaking – (108)
– 1
Equity dividends paid (3,225) (2,948)
Cash inflow before use of liquid resources and financing 1,750 3,387
Financing
Issue of ordinary share capital 2 –
Repayment of amounts borrowed (735) (688)
(733) (688)
Increase in cash in the year 22 1,017 2,699 27 The Alumasc Group plc
1 Accounting policies
(a) Accounting convention
The accounts are prepared:
(i) under the historical cost convention modified in the consolidated balance sheet by the revaluation of freehold and long leasehold property and in
the Company balance sheet by the revaluation of the investment in certain subsidiaries; and
(ii) in accordance with applicable accounting standards.
The Group has implemented Urgent Issues Task Force (UITF) Abstract 38, Accounting for ESOP trusts, which requires that the cost of own shares,
previously reported within other debtors, be shown as a deduction from shareholders’ funds. Comparative figures have been restated to reflect this
change.
(b) Basis of consolidation
The consolidated accounts incorporate the accounts of the Company and each of its subsidiaries for the year ended 30 June 2004. The results of
companies acquired or disposed of during the year are included in the Group profit and loss account from or up to the effective date of acquisition 
or disposal.
(c) Goodwill
The excess or deficiency of the purchase consideration for companies compared to the value ascribed to their net assets at the date of acquisition
prior to 1 July 1998 was set off directly to reserves and not reinstated on implementation of FRS 10.
For acquisitions made on or after 1 July 1998, positive goodwill is capitalised, classified as an asset on the balance sheet and amortised on a
straight line basis over its useful economic life of 10 or 20 years.
If a subsidiary, associate or business activity is subsequently sold or closed, any goodwill arising on acquisition that was written off directly to
reserves is taken into account in determining the profit or loss on sale or closure.
Where appropriate, advantage is taken of statutory share premium relief under Section 131 of the Companies Act 1985.
(d) Depreciation of tangible fixed assets
Freehold land is not depreciated. The cost or valuation of other tangible fixed assets is written off by equal monthly instalments over their expected
useful lives as follows:
Freehold and leasehold buildings – 25 to 50 years
Long leasehold land – over the period of the lease
Short leasehold property – over the period of the lease
Plant and equipment – 5 to 10 years
Motor vehicles – 4 to 5 years
(e) Fixed asset accounting - FRS 15
The Group elected to adopt the transitional provisions of FRS 15 under which previous valuations of freehold and long leasehold land and buildings
are retained and treated as “cost” for future accounting purposes. The majority of the Group’s properties have been acquired as a result of the
acquisition of related businesses; in these cases, the fair value of the freehold and long leasehold land and buildings at acquisition is already treated
as “cost” for all purposes.
(f) Leased assets
Assets held under leasing arrangements that transfer substantially all the risks and rewards of ownership to the Group are capitalised. The capital
element of the related rental obligation is included in creditors. The interest element of the rental obligation is charged to the profit and loss account
in proportion to the reducing capital element outstanding. Rentals in respect of all other leases are charged to the profit and loss account as incurred.
(g) Stocks and work in progress
Stocks are valued at the lower of cost and net realisable value after making due allowance for any obsolete or slow moving items. In the case of
finished goods and work in progress, cost comprises direct materials, direct labour and an appropriate proportion of manufacturing fixed and
variable overheads. The allocation of manufacturing fixed overheads has regard to budgeted normal production.
Notes on the Accounts
For the year ended 30 June 2004 28 The Alumasc Group plc
Notes on the Accounts
For the year ended 30 June 2004
1 Accounting policies (continued)
(h) Research and development
Expenditure on research and development is written off in the year in which it is incurred.
(i) Pension costs
The Group operates both defined benefit and defined contribution pension schemes as follows:
(i) Defined benefit pensions
The Group operates two principal defined benefit pension schemes which require contributions to be made to separately administered funds.
Contributions to the funds are charged to the profit and loss account so as to spread the cost of pensions over the employees’ working lives
within the Group. The regular cost is attributed to individual years using the “projected unit” method. Variations in pension cost, which are
identified as a result of actuarial valuations, are amortised over the average expected remaining working lives of employees in proportion to their
expected payroll costs. Differences between the amounts funded and the amounts charged to the profit and loss account are treated as either
provisions or prepayments in the balance sheet.
(ii) Defined contribution pensions
The pension cost charge of the Group’s defined contribution schemes represents the contributions payable by the Group to the funds. The assets
of the schemes are held separately from those of the Group in independently administered funds.
The Group has continued to account for pensions in accordance with SSAP 24. Disclosures in accordance with FRS 17 are given in note 26 to the
accounts.
(j) Deferred taxation
Provision is made for deferred taxation in accordance with FRS 19. 
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or
events have occurred at that date that will result in an obligation to pay more, or a right to pay less or to receive more, tax, with the following
exceptions:
–provision is made for tax on gains arising from the revaluation (and similar fair value adjustments) of fixed assets, and gains on disposal of fixed
assets that have been rolled over into replacement assets, only to the extent that, at the balance sheet date, there is a binding agreement to
dispose of the assets concerned. However, no provision is made where, on the basis of all available evidence at the balance sheet date, it is more
likely than not that the taxable gain will be rolled over into replacement assets and charged to tax only where the replacement assets are sold.
– deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be suitable taxable
profits from which the future reversal of the underlying timing differences can be deducted.
Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse,
based on tax rates and laws enacted or substantively enacted at the balance sheet date.
(k) Foreign currencies
Assets, liabilities, revenues and costs denominated in foreign currencies are recorded at the rates of exchange ruling at the dates of the transactions;
monetary assets and liabilities at the balance sheet dates are translated at year end rates of exchange.
The accounts of the overseas subsidiary and associate are translated at the rate of exchange ruling at the balance sheet date. The exchange difference
arising on the retranslation of opening net assets is taken directly to reserves. All other translation differences are taken to the profit and loss account
with the exception of differences on foreign currency borrowings to the extent that they are used to finance or provide a hedge against Group equity
investments in foreign enterprises, which are taken directly to reserves together with the exchange difference on the net investment in these
enterprises. 29 The Alumasc Group plc
2 Analysis of assets employed, turnover and profits between activities and markets
Turnover comprises the invoice value of goods and services supplied by the Group exclusive of VAT and intragroup transactions.
Assets employed, turnover and profit/(loss) on ordinary activities before taxation attributable to each of the classes of activity of the Group are as
follows:
Segmental analysis 2004 2003
Continuing
Assets Total Assets Total activities
employed Turnover profit employed Turnover profit profit
£000 £000 £000 £000 £000 £000 £000
Engineering products
– Precision components 15,992 36,836 2,684 16,743 37,440 1,749 1,749
– Industrial products 12,895 38,046 747 13,419 46,285 2,196 2,259
Building products 10,292 40,430 4,954 10,564 36,132 3,986 3,986
Leonardo ––– –6712 –
Sub total 39,179 115,312 8,385 40,726 119,924 7,943 7,994
Net cash 3,288 1,536
Non-operating and miscellaneous (3,033) (6,193)
Pension deficit cost (139) (256) (256)
39,434 115,312 8,246 36,069 119,924 7,687 7,738
Share of operating profit in associates 50 55 55
Profit on sale of land 880 305 305
Business closure costs – (875) –
Goodwill write off – (2,388) –
Net interest (229) (322) (322)
8,947 4,462 7,776
Engineering products has been split between Precision components and Industrial products, to highlight the relative performance of the two
subdivisions. Comparative figures have been restated to show the split on the same basis.
Included in the columns above for the prior year are discontinued activities within Industrial products comprising: turnover £2,432,000, loss £63,000
and assets employed £499,000. All figures for Leonardo relate to discontinued activities. The balances remaining in each of the prior year categories
relate to continuing activities. 
Net cash comprises cash less overdrafts, medium term secured asset backed borrowings and lease/hire purchase financing.
Non-operating and miscellaneous items include tax balances, pension creditors and dividends.
The amounts disclosed as pension deficit cost have been shown separately because they relate to closed schemes, 89% of whose members are not
now employed by the Group.
Geographical analysis
All business operations are located in the United Kingdom and all turnover is generated there with the exception of Elkington China Limited, based in
Hong Kong, whose turnover is not significant.
Turnover by destination is as follows:
2004 2003 2003
Continuing
Total activities Total
£000 £000 £000
United Kingdom 94,236 100,377 102,876
Europe – EU 13,127 12,514 12,514
Europe – Non EU 1,069 680 680
Other 6,880 3,854 3,854
115,312 117,425 119,924 Notes on the Accounts
For the year ended 30 June 2004
30 The Alumasc Group plc
3 Operating profit/(loss)
This is stated after charging:
2004 2003
£000 £000
Research and development 700 814
Depreciation – owned tangible fixed assets 3,342 3,660
Depreciation – tangible fixed assets held under finance leases/hire purchase arrangements 301 304
Amortisation of goodwill 8 8
Operating lease rentals – hire of plant and equipment 51 102
Operating lease rentals – other operating leases 990 939
Auditors’ remuneration – audit 97 102
Auditors’ remuneration – other services 65 100
4 Emoluments of directors and employees
Employee costs, including directors, during the year were:
2004 2003
£000 £000
Wages and salaries 21,114 23,080
Social security costs 2,285 2,090
Other pension costs 1,437 1,555
24,836 26,725
The average monthly number employed by the Group during the year, including directors, was as follows:
2004 2003
Number Number
Works personnel 625 735
Executive and administrative staff 347 355
972 1,090
Details of directors’ remuneration are set out in the Remuneration Report on pages 19 to 21.
5 Interest payable
2004 2003
£000 £000
Loans and overdrafts wholly repayable within five years 85 147
Lease and hire purchase interest 157 214
242 361 31 The Alumasc Group plc
6Taxation
a. Tax on profit on ordinary activities
The tax charge is made up as follows:
2004 2003
£000 £000
Current tax:
– UK corporation tax 2,256 2,028
– Repayment of tax re prior year – (89)
– Tax overprovided in previous years (142) (61)
2,114 1,878
– Foreign tax 27 15
2,141 1,893
Share of associate’s current tax – overseas 28 30
Total current tax (note 6b) 2,169 1,923
Deferred tax:
Origination and reversal of timing difference 290 133
Total deferred tax 290 133
Tax on profit on ordinary activities 2,459 2,056
b. Factors affecting current tax charge 
The tax assessed on the total profit on ordinary activities for the year is lower (2003: higher) than the standard rate of corporation tax in the UK of
30% (2003: 30%). The differences are reconciled below:
2004 2003
£000 £000
Profit on ordinary activities before tax 8,947 4,462
Profit on ordinary activities multiplied by standard rate of corporation tax in UK of 30% (2003: 30%) 2,684 1,339
Expenses not deductible for tax purposes/income not taxable 137 172
Goodwill written off – 716
Profit on fixed asset disposal (272) (92)
Depreciation in excess of capital allowances 18 (48)
Short term timing difference (279) (28)
Other differences 23 14
Repayment of tax re prior year – (89)
Tax overprovided in previous years – corporation tax (142) (61)
Total current tax 2,169 1,923
The tax charge for the year has been reduced by £272,000 in respect of the profit on disposal of the Burton-upon-Trent and Wrexham sites which will
not give rise to a tax charge due to the offset of brought forward capital losses. Notes on the Accounts
For the year ended 30 June 2004
32 The Alumasc Group plc
6Taxation (continued)
c. Factors that may affect future tax charges
Group
Based on current capital investment plans, the Group expects to continue to be able to claim capital allowances in excess of depreciation in future
years. 
The Group has agreed capital losses in the UK, amounting to £22 million (2003: £23.5 million) that relate to prior years, and under current
legislation these losses are available for offset against future chargeable gains. A deferred tax asset has not been recognised in respect of these
losses, as there are no disposals on which a binding agreement exists for sale at the balance sheet date. 
No provision has been made for deferred tax on gains recognised on revaluing property to its market value. Such tax would become payable only if
the property were sold without it being possible to claim rollover relief, or the offset of capital losses referred to above. The total amount unprovided
for is £120,000 (2003: £120,000).
Parent Company
No provision has been made for deferred tax on gains recognised in previous years on revaluing shares held in a subsidiary to its net asset value.
Such tax would become payable only if the shares in the subsidiary were sold and such disposal did not qualify for the substantial shareholdings
exemption enacted in Finance Act 2002 or where any gain could not be set off against the capital losses within the Group. The total amount
unprovided for, should the exemption not apply, is £86,000 (2003: £86,000).
d. Deferred tax 
Group
The deferred tax included in the balance sheet is as follows:
Group Company
2004 2003 2004 2003
£000 £000 £000 £000
Included in debtors (note 13) – – – (22)
Included in provisions for liabilities and charges (note 16) 672 382 13 –
672 382 13 (22)
Accelerated capital allowances 1,139 1,137 24 32
Other timing differences (467) (755) (11) (54)
Provision for deferred tax 672 382 13 (22)
Group Company
£000 £000
At 1 July 2003 382 (22)
Deferred tax charge current year 262 33
Deferred tax charge prior year 28 2
At 30 June 2004 672 13
7 Dividends
2004 2003
£000 £000
Interim dividend of 3.0p per share (2003: 2.45p), paid 6 April 2004 1,040 850
Proposed final dividend of 6.3p per share (2003: 6.3p), payable 29 October 2004 2,185 2,185
3,225 3,035 33 The Alumasc Group plc
8 Earnings per share
Both the earnings per share and the diluted earnings per share are based on the profit after tax attributable to shareholders for the financial year of
£6,481,000 (2003: £2,384,000). Earnings per share is based on the weighted average number of ordinary shares in issue during the year ended 30
June 2004 of 34,817,592 (2003: 34,816,788). Diluted earnings per share is based on the weighted average number of ordinary shares in issue
during the year, after allowing for the exercise of outstanding share options, of 34,980,410 (2003: 34,864,434).
9 Intangible fixed assets
Goodwill
£000
Cost:
At 30 June 2004 and at 1 July 2003 79
Amortisation:
At 1 July 2003 21
Charge for year 8
At 30 June 2004 29
Net book value:
At 30 June 2004 50
At 1 July 2003 58
10 Tangible fixed assets
Group
Plant, equipment
Freehold Long Short and motor vehicles
land and leasehold leasehold
buildings property property Owned Leased Total
£000 £000 £000 £000 £000 £000
Cost or valuation:
At 1 July 2003 15,914 1,460 212 42,002 4,222 63,810
Additions 238 5 – 2,247 – 2,490
Disposals (1,962) – – (737) – (2,699)
At 30 June 2004 14,190 1,465 212 43,512 4,222 63,601
Depreciation:
At 1 July 2003 3,393 209 207 29,528 2,062 35,399
Charge for year 327 37 5 2,973 301 3,643
On disposals (651) – – (691) – (1,342)
At 30 June 2004 3,069 246 212 31,810 2,363 37,700
Net book value:
At 30 June 2004 11,121 1,219 – 11,702 1,859 25,901
At 1 July 2003 12,521 1,251 5 12,474 2,160 28,411 Notes on the Accounts
For the year ended 30 June 2004
34 The Alumasc Group plc
10 Tangible fixed assets (continued)
All of the Group’s tangible fixed assets are held at cost, except that £7,173,000 of the cost of freehold land and buildings is held at valuations carried
out in June 1989. Had these revaluations not taken place the assets would have been carried in the balance sheet at a cost of £2,396,000 and a net
book value of £638,000.
Included within freehold land and buildings is land of £6,567,000 (2003: £6,856,000) which is not depreciated.
Parent Company
Plant,
Freehold Long equipment and
land and leasehold motor vehicles
buildings property Owned Total
£000 £000 £000 £000
Cost:
At 1 July 2003 3,832 235 473 4,540
Additions ––66
Transfers 1,497 – (56) 1,441
Disposals (1,767) – – (1,767)
At 30 June 2004 3,562 235 423 4,220
Depreciation:
At 1 July 2003 593 87 298 978
Charge for year 63 7 66 136
On transfers 582 – (42) 540
On disposals (582) – – (582)
At 30 June 2004 656 94 322 1,072
Net book value:
At 30 June 2004 2,906 141 101 3,148
At 1 July 2003 3,239 148 175 3,562
Included within freehold land and buildings is land of £1,909,000 (2003: £2,180,000) which is not depreciated.
11 Investments
Group
Associated
undertakings Unlisted Total
£000 £000 £000
Share of net assets or cost:
At 1 July 2003 256 237 493
Share of profit retained in associated undertaking 22 – 22
At 30 June 2004 278 237 515
The associated undertaking comprises a 25% investment in Xiloform Profili srl, a plywood building products manufacturer, incorporated in Italy,
which is held through a subsidiary undertaking.
Unlisted investments: the Group holds 7.53% of the share capital of Performance Roofing Systems SA, a specialist flat roofing materials
manufacturer which is incorporated and operates in Belgium, and 20% of the share capital of Amorim Isolamentos SA, a specialist cork insulation
product manufacturer and distributor, which is incorporated and operates in Portugal. In the directors’ opinion, the degree of influence exercised over
Amorim Isolamentos SA is insufficient to justify its treatment as an associated undertaking.  35 The Alumasc Group plc
11 Investments (continued)
Parent Company
Subsidiary
undertakings
£000
Cost or valuation:
At 30 June 2004 and at 1 July 2003 70,217
Provisions:
At 30 June 2004 and at 1 July 2003 18,212
Written down value:
At 30 June 2004 and at 1 July 2003 52,005
The principal subsidiary undertakings and related classes of business are as follows: Alumasc Precision Limited, (engineering products), Alumasc
Exterior Building Products Limited, (building products) and Alumasc Limited, (engineering and building products). All subsidiary companies are
owned 100%, and are registered and operate in England, with the exception of Elkington China Limited, which is 70% owned, incorporated in Hong
Kong and operates in The People’s Republic of China. All shareholdings relate to ordinary shares. The Parent Company’s investment in Alumasc
Limited was revalued in 1985 to reflect the subsidiary’s net assets at that date and its investment in Benjamin Priest Group Limited was restated in
1999 to reflect a permanent diminution in its value. 
12 Stocks
Group
2004 2003
£000 £000
Raw materials 4,212 4,741
Work in progress 1,884 2,184
Finished goods 5,649 4,773
11,745 11,698
13 Debtors
Group Company
Restated Restated
2004 2003 2004 2003
£000 £000 £000 £000
Trade debtors 21,840 21,351 – –
Other debtors 3,045 676 2,533 64
Prepayments and accrued income 1,990 2,165 130 59
Corporation tax debtor – – 935 –
Deferred tax asset – – – 22
26,875 24,192 3,598 145
Included within trade debtors of the Group is £90,000 which is due in more than one year.
Included within other debtors of the Group and the Company is an amount of £1,963,000 plus VAT being proceeds receivable in relation to the sale
of the Burton-upon-Trent site, see note 24. Notes on the Accounts
For the year ended 30 June 2004
36 The Alumasc Group plc
14 Trade and other creditors
Group Company
2004 2003 2004 2003
£000 £000 £000 £000
Trade creditors 18,197 17, 716 – –
Other taxation and social security 1,594 1,677 311 16
Other creditors 2,636 3,410 260 1,058
Accruals 1,755 2,069 483 384
Fixed asset backed secured loans 237 222 237 222
Obligations under lease/hire purchase agreements 547 514 547 514
24,966 25,608 1,838 2,194
Included in trade creditors is £280,000 (2003: £222,000) owed to the associated undertaking, Xiloform Profili srl. 
Purchases from Xiloform Profili srl in the year amounted to £1,733,000 (2003: £998,000).
15 Creditors: amounts falling due after more than one year
Group Company
2004 2003 2004 2003
£000 £000 £000 £000
Other creditors – 966 – 45
Fixed asset backed secured loans 449 686 449 686
Obligations under lease/hire purchase agreements 1,104 1,650 1,104 1,650
Other long term liabilities 354 354 – –
1,907 3,656 1,553 2,381
Obligations under fixed asset backed secured loans have a fixed interest rate of 5.97%. Amounts falling due in over one year are as follows:
repayable within one to two years £251,000 (2003: £237,000) and within two to five years £198,000 (2003: £449,000). These loans are secured on
various items of plant and equipment held by the Group.
Obligations under lease/hire purchase agreements have fixed interest rates varying from 5.7% to 6.1%. Amounts falling due in over one year are as
follows: repayable within one to two years £580,000 (2003: £547,000) and within two to five years £524,000 (2003: £1,103,000).
16 Provisions for liabilities and charges
Group
Deferred
taxation Warranty Total
£000 £000 £000
At 1 July 2003 382 322 704
Utilised – (73) (73)
Profit and loss account 290 119 409
At 30 June 2004 672 368 1,040
Warranty provisions are generally utilised within five years.
An analysis of the deferred tax provision for the Group and the Company is provided in note 6. 37 The Alumasc Group plc
17 Derivatives and other financial instruments
Policy
The Group does not use complex derivative financial instruments. It is the Group’s policy that no trading in financial instruments is undertaken. It is
exposed, to an extent, to risks such as interest rate risk and liquidity risk. Policies for managing each of these risks are summarised below. These
policies have remained unchanged since the beginning of the financial year.
Foreign currency risk
The Group has transactional currency exposures. Such exposures arise from sales or purchases by operating companies in currencies other than the
companies’ operating (or “functional”) currency. Operating companies use forward currency contracts to hedge at the time of committing to
significant transactions denominated in foreign currencies, and a proportion of the exposure is hedged by purchase and sale transactions by Group
companies.
Finance and interest rate risk
Although the Group has limited borrowings, and therefore its exposure to interest rate fluctuations is limited, in 2002 it converted part of its floating
rate overdraft facilities to fixed rate asset backed borrowings repayable over five years, in order to lock into historically low interest rates.
Other borrowings remain short term with floating interest rates.
Liquidity risk
For short term working capital purposes the Group utilises bank overdrafts. Because of the nature of their use, such facilities are typically “on
demand”. Reliance on overdraft facilities has been reduced as a result of the medium term secured borrowing arrangements. Borrowing facilities are
reviewed annually. 
The disclosures below comprise sterling denominated financial instruments and exclude short term debtors and creditors.
Interest rate risk profile of financial liabilities
2004 2003
£000 £000
Fixed rate financial liabilities 2,337 3,072
Fixed rate financial liabilities:
Weighted average interest rate – % 5.9 5.9
Weighted average period for which interest rate is fixed – years 2.0 2.5
The fixed rate financial liabilities comprise asset backed borrowings bearing interest rates between 5.7% and 6.1%, which are repayable over the
three years ended 30 June 2007. 
Maturity of financial liabilities
2004 2003
£000 £000
In one year or less or on demand 784 736
In more than one year but not more than two 831 784
In more than two years but not more than five 722 1,552
2,337 3,072 Notes on the Accounts
For the year ended 30 June 2004
38 The Alumasc Group plc
17 Derivatives and other financial instruments (continued)
Interest rate risk profile of financial assets
2004 2003
£000 £000
Floating rate financial assets 5,625 4,608
Financial assets on which no interest is earned 237 237
5,862 4,845
The floating rate financial asset represents cash at bank. To the extent that significant cash balances exist, it is Group policy to move funds into
money market deposits which would earn interest currently at a rate of approximately 4.1%.
The financial assets on which no interest is earned are the Group’s fixed asset investments, which have no fixed maturity.
At 30 June 2004, the Group’s currency exposure, for all of which Sterling was the functional currency, was £326,000 (2003: £543,000) denominated
in US Dollars and £344,000 (2003: £275,000) denominated in Euros. 
Borrowing facilities
The Group had total borrowing facilities of £18.0 million at 30 June 2004 (2003: £18.0 million), of which a total of £2.7 million was utilised at 30
June 2004 (2003: £3.1 million). The facilities comprise unsecured overdraft facilities of £11.5 million (2003: £11.5 million) and fixed asset backed
facilities of £6.5 million (2003: £6.5 million). 
The undrawn amounts at 30 June 2004 were overdraft facilities of £11.5 million (2003: £11.5 million) and fixed asset backed facilities of £3.8 million
(2003: £3.4 million). The fixed asset backed facilities mature over the three years ended 30 June 2007.
Fair values of financial assets and financial liabilities
The fair values of the Group’s financial assets and liabilities are not materially different to the carrying value.
Hedges
As explained above, the Group’s policy is to hedge significant transactional currency exposures by the use of forward foreign currency contracts. At
30 June 2004 and 30 June 2003, a number of these contracts existed, the fair values of which were not materially different from the book value.
The profits on fixed price forward sales undertaken by the Group’s zinc and aluminium alloy operations are locked in by hedging the sales
commitments using forward purchases of metal on the London Metal Exchange (LME). The gross value of forward purchase commitments with LME
brokers at 30 June 2004, which mature within 12 months, was £2.78 million (2003: £2.48 million) on which a profit of £27,000 (2003: loss
£110,000) would have been incurred at market prices at that date.
18 Called up share capital
2004 2003
£000 £000
Authorised:
54,800,000 (2003: 54,800,000) Ordinary shares of 12.5p each 6,850 6,850
Allotted, called up and fully paid:
34,817,882 (2003: 34,816,788) Ordinary shares of 12.5p each 4,352 4,352
Executive Share Option Scheme
Options are granted to eligible directors and employees according to the rules of the Scheme. They are exercisable ordinarily between three and ten
years from the date of the grant.
Savings Related Share Option Scheme
This Scheme enables directors to invite eligible directors and employees to apply for options which would be linked to a five year contractual saving
plan. These options are normally exercisable after five years.
During the year 1,094 ordinary shares were issued for an aggregate amount of £2,000 pursuant to options exercised under this Scheme. 39 The Alumasc Group plc
18 Called up share capital (continued)
The Company has the following share options outstanding:
At 1 July Granted Exercised Lapsed At 30 June
2003 in year in year in year 2004
Executive Share Option Scheme:
20 October 1993 at £2.672 9,565 – – 9,565 –
14 March 1995 at £3.18 32,949––– 32,949
26 October 1998 at £1.33 54,338––– 54,338
5 October 1999 at £1.35 165,000 – – 40,000 125,000
22 March 2000 at £1.30 97,000 – – 15,000 82,000
2 April 2001 at £1.065 100,000––– 100,000
22 October 2001 at £1.025 176,000 – – 10,000 166,000
11 October 2002 at £1.40 140,000 – – 18,000 122,000
13 October 2003 at £1.635 – 183,000 – – 183,000
Total under Executive Share Option Schemes 774,852 183,000 – 92,565 865,287
Savings Related Share Option Scheme:
1 May 2000 at £1.21 204,475 – 1,094 23,552 179,829
19 Reserves
Group
Share Capital Capital Profit
premium Revaluation redemption reserve and loss
account reserve reserve own shares account
£000 £000 £000 £000 £000
At 1 July 2003 (restated) 26,907 1,874 693 (164) 2,407
Profit retained in the year –––– 3,256
Excess depreciation on revalued assets – (147) – – 147
Issue of shares 2––––
UITF 17 charge on long-term incentive plan –––– 113
Exchange difference on investments in subsidiary
and associated undertakings –––– (6)
At 30 June 2004 26,909 1,727 693 (164) 5,917
The cumulative amount of goodwill written off at 30 June 2004, net of goodwill relating to undertakings sold or closed, is £39,455,000 
(2003: £39,455,000).
Parent Company
Share Capital Capital Profit
premium Revaluation Merger redemption reserve and loss
account reserve reserve reserve own shares account
£000 £000 £000 £000 £000 £000
At 1 July 2003 (restated) 26,907 2,265 10,606 693 (164) 11,430
Profit retained in the year ––––– 1,791
Issue of shares 2–––––
UITF 17 charge on long-term incentive plan ––––– 113
At 30 June 2004 26,909 2,265 10,606 693 (164) 13,334
The capital reserve – own shares relates to 133,000 (2003: 133,000) ordinary own shares held by the Parent Company. Comparative figures have
been restated to reflect treatment in accordance with UITF 38. This has resulted in a reduction of £164,000 in other debtors and in shareholders’
funds.
The Company has not presented its own profit and loss account in accordance with the exemptions allowed by Section 230 of the Companies Act
1985. The profit before dividend dealt with in the Company amounted to £5.0 million (2003: £3.3 million). Notes on the Accounts
For the year ended 30 June 2004
40 The Alumasc Group plc
20 Note on historical cost profits and losses
2004 2003
£000 £000
Profit on ordinary activities before taxation 8,947 4,462
Difference between the historical cost depreciation charge and the actual 
charge for the year calculated on the revalued amount 147 147
Historical cost profit on ordinary activities before taxation 9,094 4,609
Historical cost profit/(loss) retained for the financial year 3,403 (504)
21 Reconciliation of operating profit to net cash inflow from operating activities
2004 2003
£000 £000
Operating profit 8,246 7,687
Business closure costs – (870)
Depreciation 3,643 3,964
Amortisation of goodwill 8 8
Loss on the disposal of tangible fixed assets and investments 10 21
(Increase)/decrease in stocks (47) 299
Increase in debtors (677) (2,493)
(Decrease)/increase in creditors (626) 1,314
Decrease in provisions and other long term liabilities (920) (466)
9,637 9,464
Included in movements in debtors is an amount of £1,963,000 being proceeds receivable from the sale of the Burton-upon-Trent site, as explained in
note 24.
Included in movements in stocks, debtors and creditors of the prior year is an outflow of £607,000 relating to closure costs shown within
discontinued activities.
22 Reconciliation of net cash flow to movement in net cash
2004 2003
£000 £000
Increase in cash in the year 1,017 2,699
Repayment of debt 735 688
Movement in net cash in the year 1,752 3,387
Net cash/(debt) at start of year 1,536 (1,851)
Net cash at end of year 3,288 1,536
23 Analysis of net cash
At 1 July Cash At 30 June
2003 flow 2004
£000 £000 £000
Cash at bank and in hand 4,608 1,017 5,625
Medium term secured borrowings (3,072) 735 (2,337)
Net cash 1,536 1,752 3,288 41 The Alumasc Group plc
24 Cash flows relating to non-operating exceptional items
Within capital expenditure and financial investment cash flows, proceeds from the sale of tangible fixed assets of £264,000 include cash flows
relating to non-operating exceptional items of £102,000, in relation to the sale of the Burton-upon-Trent site. The balance of proceeds from this sale
of £1,963,000 was received in July 2004.
25 Reconciliation of movement in shareholders’ funds
Restated
2004 2003
£000 £000
Profit attributable to shareholders 6,481 2,384
Dividends (3,225) (3,035)
3,256 (651)
Exchange difference (6) (9)
New shares issued 2 –
UITF 17 charge on long-term incentive plan 113 –
Goodwill written back on disposals – 2,388
Net increase in shareholders’ funds 3,365 1,728
Opening shareholders’ funds 36,069 34,341
Closing shareholders’ funds 39,434 36,069
26 Commitments to pension schemes
The Group has continued to account for pensions in accordance with SSAP 24 and the disclosures given in (a) below are those required by that
Standard. Phased transitional disclosures under FRS 17 Retirement Benefits, to the extent not given in (a) are set out in (b).
(a) The Group’s pension schemes
The Group operates a number of defined benefit and defined contribution schemes, funded by the payment of contributions into separately
administered trust funds. The defined benefit schemes, which were closed to new members in October 1999, provide defined benefits based on final
pensionable pay. External professional actuaries value the schemes triennially using the “projected unit” method in order to determine the necessary
funding contributions to be paid. 
Pension costs for the defined benefit schemes were £967,000 (2003: £1,102,000), and for the defined contribution schemes were £470,000 (2003:
£453,000).
The two principal defined benefit schemes are The Alumasc Group Pension Scheme and The Benjamin Priest Group Pension Scheme. The most
recent valuation dates for these schemes are 1 April 2002 and 6 April 2001 when the market values of the scheme assets were £26,008,000 and
£33,108,000 respectively and the actuarial values of the assets represented 85% and 87% respectively of the value of the accrued benefits after
allowing for expected future earnings increases. The main actuarial assumptions employed for this purpose in respect of the Alumasc Scheme are
that the rate of investment returns will exceed increases in earnings by 1.5% and exceed the increase in pension by 3.5%. The comparable
assumptions for increases in earnings and pensions in respect of the Benjamin Priest Scheme are 2% and 3%; in respect of the valuation of assets,
market values have been used.
A provision of £825,000 (2003: £1,800,000) is included in creditors, this being the excess of the accumulated pension cost over the funded amount
and the deficit on the Benjamin Priest Scheme recognised under FRS 7. The rate of contributions will be reassessed regularly in accordance with
actuarial advice. Company contributions to the schemes include £1,000,000 (2003: £650,000) to eliminate the past service shortfall over ten years. 
Under the “projected unit” method, for closed schemes the amounts allocated to service cost in future periods will tend to be higher as the members
of the schemes approach retirement.
During the year the Group agreed a number of changes to pension benefits in respect of future service which reduced the ongoing cost of the
schemes. The principal changes were the move to a career average revalued earnings (CARE) basis of provision and an increase in member
contributions. The move to the CARE basis has reduced the element of the actuarial deficits which relate to projections of future earnings growth in
excess of retail price inflation. Notes on the Accounts
For the year ended 30 June 2004
42 The Alumasc Group plc
26 Commitments to pension schemes (continued)
(b) FRS 17 Retirement Benefits
The actuarial valuations performed on 1 April 2002 and 6 April 2001 were updated to 30 June 2004 by a qualified independent actuary. The major
assumptions used by the actuary were (in normal terms):
2004 2003 2002
Rate of increase in salaries 3.97% 3.63% 3.66%
Rate of increase of pensions in payment and deferment 2.97% 2.63% 2.66%
Discount rate 5.73% 5.25% 5.80%
Inflation assumption 2.97% 2.63% 2.66%
For the 2004 figures the actuary has made allowance for greater longevity, as implied by a recent mortality investigation. This has led to a significant
increase in the value of the schemes’ liabilities, as reflected in the “Changes in assumptions” item in the Statement of Total Recognised Gains and Losses.
The assets in the schemes and the expected rate of return were: 
2004 2004 2003 2003 2002 2002
% £000 % £000 % £000
Equities 7.50 28,678 7.54 26,270 7.96 29,510
Bonds/Gilts 4.50 15,239 4.54 15,835 4.96 15,469
Corporate bonds 5.23 7,472 5.25 7,132 5.80 7,427
Total market value of assets 51,389 49,237 52,406
Actuarial value of liability (81,932) (75,983) (67,097)
Pension liability before taxation (30,543) (26,746) (14,691)
Related deferred tax asset 9,163 8,024 4,407
Net pension liability (21,380) (18,722) (10,284)
Impact on net assets and reserves once FRS 17 is adopted
2004 2003
Net Profit and Net Profit and
assets loss account assets loss account
£000 £000 £000 £000
Balance at 30 June 39,434 5,917 36,069 2,407
Add pension liability at 30 June 825 825 1,800 1,800
Less deferred tax credit at 30% (62) (62) (300) (300)
Less net pension liability under FRS 17 (21,380) (21,380) (18,722) (18,722)
Revised balance at 30 June 18,817 (14,700) 18,847 (14,815)
Analysis of amount to be charged to operating profit once FRS 17 is adopted
Year to Year to
30 June 30 June
2004 2003
£000 £000
Service cost 1,000 982
Past service (credit)/cost (2,040) 91
Total operating (credit)/charge (1,040) 1,073
The past service credit of £2,040,000 is the impact, under FRS 17 principles, of the reduction in the deficit which arose as a result of the move to the
CARE basis of pension provision, (explained in (a) above). 43 The Alumasc Group plc
26 Commitments to pension schemes (continued)
Analysis of net return on pension scheme
Year to Year to
30 June 30 June
2004 2003
£000 £000
Expected return on pension scheme assets 3,115 3,471
Interest on pension liabilities (3,967) (3,820)
Interest cost (852) (349)
Analysis of amount to be recognised in Statement of Total Recognised Gains and Losses once FRS 17 is adopted
Year to Year to
30 June 30 June
2004 2003
£000 £000
Actual return less expected return on assets 1,213 (4,851)
Experience losses on liabilities – (576)
Changes in assumptions (7,233) (6,875)
Actuarial loss to be recognised in Statement of Total Recognised Gains and Losses (6,020) (12,302)
Note that when FRS 17 is adopted the amounts to be recognised in the Statement of Total Recognised Gains and Losses will be reduced by a
deferred tax credit at 30%.
Movement in deficit during the year once FRS 17 is adopted 
Year to Year to
30 June 30 June
2004 2003
£000 £000
Deficit in scheme at beginning of year (26,746) (14,691)
Movement in year:
Current service cost (1,000) (982)
Contributions 2,035 1,669
Past service credit/(costs) 2,040 (91)
Net interest cost (852) (349)
Actuarial loss (6,020) (12,302)
Deficit in scheme at end of year (30,543) (26,746)
Note that when FRS 17 is adopted the amounts to be reflected in the movement in deficit during the year will be reduced by a deferred tax credit at
30%, and by the release of existing pension credits of £825,000, less associated deferred tax.
History of experience gains and losses 
Financial year Financial year Financial year
ending in ending in ending in
2004 2003 2002
Difference between expected and actual return on scheme assets:
– Amount (£000) 1,213 (4,851) (8,145)
– Percentage of scheme assets 2% (10%) (16%)
Experience gains and losses on scheme liabilities:
– Amount (£000) – (576) (1,496)
– Percentage of scheme liabilities – (1%) (2%)
Total amount recognised in Statement of Total Recognised Gains and Losses:
– Amount (£000) (6,020) (12,302) (14,758)
– Percentage of scheme liabilities (7%) (16%) (22%) 44 The Alumasc Group plc
27 Financial commitments
Capital commitments
At 30 June 2004 £175,000 (2003: £502,000) of capital expenditure had been authorised and contracted by the Group. 
The Company had no financial commitments at the year end (2003: £nil).
Annual operating lease commitments
Group
At 30 June 2004 the Group was committed to making the following payments during the next year in respect of operating leases:
Other operating leases Land and buildings
2004 2003 2004 2003
£000 £000 £000 £000
Operating leases which expire:
Within one year 33 7 138 146
Within two to five years 294 351 41 62
In over five years 2 – 318 297
329 358 497 505
Parent Company
The Company had no operating lease commitments at the year end (2003: £nil).
28 Post balance sheet events 
On 31 July 2004 the Company completed the acquisition of Roof-Pro Limited for a cash consideration of £3 million, net of cash acquired.
On 6 September 2004 the Company completed the acquisition of Timloc Building Products Limited for a cash consideration of £3.25 million, based
upon a value of net assets acquired of £1.5 million. Any variation in this figure, determined by completion accounts, will reflect in the appropriate
adjustment to the purchase price.
Notes on the Accounts
For the year ended 30 June 2004 45 The Alumasc Group plc
2004 2003 2002 2001 2000
£000 £000 £000 £000 £000
Turnover (continuing activities):
Engineering products 74,882 81,293 75,668 70,219 76,177
Building products 40,430 36,132 34,862 33,442 34,236
115,312 117,425 110,530 103,661 110,413
Trading profit 8,385 7,994 6,545 4,323 9,348
Pension deficit (cost)/surplus credit (139) (256) 259 245 291
Operating profit before exceptional items 8,246 7,738 6,804 4,568 9,639
Exceptional items 880 305–––
Share of operating profit in associates 50 55 60 8 111
Net interest (229) (322) (460) (328) (271)
Profit before taxation (continuing) 8,947 7,776 6,404 4,248 9,479
(Loss)/profit before taxation (discontinued) – (3,314) 1,073 (1,240) 1,061
Profit before taxation 8,947 4,462 7,477 3,008 10,540
Taxation 2,459 2,056 2,254 928 2,957
Profit on ordinary activities after taxation 6,488 2,406 5,223 2,080 7,583
Equity minority interest (7) (22) (24) 65 145
Profit for the financial year attributable to shareholders 6,481 2,384 5,199 2,145 7,728
Dividends 3,225 3,035 2,948 2,948 3,323
Profit/(loss) retained for the financial year 3,256 (651) 2,251 (803) 4,405
Shareholders’ funds 39,434 36,069 34,341 32,092 38,652
Net cash/(debt) 3,288 1,536 (1,851) (4,072) 4,839
Earnings per share (on continuing activities) 18.6p 15.7p 12.8p 8.7p 17.5p
Dividends per share 9.3p 8.75p 8.5p 8.5p 8.5p
Dividend cover (on continuing activities) 2.0 1.8 1.5 1.1 2.1
Shareholders’ Statistics
Ordinary shareholders at 30 June 2004
Shareholders Ordinary shares
Number Number
Shareholding range:
1 – 999 592 334,607
1,000 – 9,999 742 2,080,378
10,000 – 49,999 68 1,456,616
50,000 – 99,999 19 1,389,827
100,000 and over 33 29,556,454
1,454 34,817,882
Five Year Summary 46 The Alumasc Group plc
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of The Alumasc Group plc will be held at Founders Hall, No.1 Cloth Fair, London EC1A 7HT at
10.30 am on Thursday 21 October 2004 for the following purposes:
Ordinary business
1To receive the reports of the directors and auditors and the accounts for the year ended 30 June 2004
2To receive the report of the Remuneration Committee for the year ended 30 June 2004
3To declare a final dividend of 6.3p per share
4To re-elect John McCall as a director
1
5To re-elect Jon Pither as a director
123
6To re-elect Paul Hooper as a director
7To re-elect Martin Rhodes as a director
8To re-appoint Ernst & Young LLP as auditors and to authorise the directors to fix their remuneration
1
Member of Nomination Committee
2
Member of Remuneration Committee
3
Member of Audit Committee
To consider, and if thought fit, to pass the following Resolutions as to which Resolution 9, 10 and 11 shall be proposed as an Ordinary Resolution and
Resolutions 12 and 13  shall be proposed as Special Resolutions.
9 Adoption of The Alumasc Group Share Option Scheme 2004
That the Alumasc Group Share Option Scheme 2004, (the principal terms of the Scheme being detailed in a separate document accompanying this
Notice and the Rules of which are produced to this meeting and signed for the purposes of identification by the Chairman), be and is hereby
approved and the directors be and are hereby authorised to do all acts and things which they consider expedient for the purposes of carrying the
same into effect.
10 Adoption of The Alumasc Group Sharesave Scheme 2004
That the Alumasc Group Sharesave Scheme 2004, (the principal terms of the Scheme being detailed in a separate document accompanying this
Notice and the Rules of which are produced to this meeting and signed for the purposes of identification by the Chairman), be and is hereby
approved and the directors be and are hereby authorised to do all acts and things which they consider expedient for the purposes of carrying the
same into effect.
11 Renewal of directors’ authorities to allot shares 
That the directors be and are hereby generally and unconditionally authorised in accordance with Section 80 of the Companies Act 1985 to exercise
all the powers of the Company to allot relevant securities (as defined in Section 80(2) of that Act) up to an aggregate nominal amount of £1,581,385
provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company, save that the Company shall be
entitled to make offers or agreements before the expiry of such authority which would or might require relevant securities pursuant to any such offer
or agreement as if this authority had not expired; and all unexercised authorities previously granted to the directors are hereby revoked.
12 Disapplication of statutory pre-emption rights 
That the directors be and are hereby empowered pursuant to Section 95 of the Companies Act 1985 to allot equity securities as defined in Section
94(2) of that Act for cash pursuant to the authority conferred by Resolution 11 above as if Section 89(1) of that Act did not apply to any such
allotment provided that this power shall be limited to:
(i) the allotment of equity securities in connection with a rights issue or other offer of securities in favour of the holders of ordinary shares on the
register of members at such dates as the directors may determine where the equity securities respectively attributable to the interests of the
ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them on such record dates
subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with fractional entitlements or legal
or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue
of shares being represented by depository receipts or any other matter whatever; and
(ii) the allotment (otherwise than pursuant to sub paragraph (i) above) to any person or persons of equity securities up to an aggregate nominal
amount of £217,612; 47 The Alumasc Group plc
and shall expire on the date of expiry of the authority conferred by Resolution 11 above, save that the Company shall be entitled to make offers or
agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the directors shall be
entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.
13 Company’s authority to purchase its own shares 
That the Company pursuant to Article 46 of the Company’s Articles of Association be generally and unconditionally authorised to make market
purchases (within the meaning of Section 163(3) of the Companies Act 1985) of ordinary shares of 12.5p each in the Company provided that;
(i) the maximum number of ordinary shares hereby authorised to be acquired is such a number as represents 14.9% of the issued share capital of
the Company on 20 October 2005;
(ii) the minimum price (exclusive of taxes and expenses) which may be paid for such ordinary shares is 12.5p per share;
(iii) the maximum price (exclusive of taxes and expenses) which may be paid for such ordinary shares is an amount equal to 105% of the average of
the middle market quotations for ordinary shares (derived from the Daily Official List of the London Stock Exchange Plc) for the five dealing days
immediately preceding the day on which such ordinary shares are contracted to be purchased;
(iv) the authority hereby conferred shall expire on 20 October 2005, or, if earlier, on the date of the next Annual General Meeting of the Company
except that the expiry of such authority shall not exclude any purchase of ordinary shares made pursuant to a contract concluded before the
authority expired and which would or might be executed wholly or partly after its expiration;
(v) this authority supersedes the Company’s authority to make market purchases granted by Special Resolution passed on 16 October 2003.
By order of the Board
D R Sowerby Registered Office
Company Secretary Burton Latimer
8 September 2004 Kettering
Northamptonshire
NN15 5JP
Registered No
1767387
Notes to the Notice of Annual General Meeting
1. A member entitled to attend and vote at the meeting may appoint a proxy to attend, and on a poll, to vote instead of him; a proxy need not be a
member of the Company. The instrument appointing a proxy should be deposited with the Company’s registrars, Capita Registrars, not less than 48
hours before the time of the meeting. 
2. Copies of the directors’ service contracts with the Company and the Register of Directors’ Share Interests will be available to members for inspection
at the registered office during business hours on any week day (public holidays excepted) and will be available at the place of the Annual General
Meeting for fifteen minutes prior to and during the Annual General Meeting.
3. To have the right to attend and vote at the meeting (and also for the purpose of calculating how many votes a person may cast) a member must be
entered on the Register of members not later than 48 hours before the time appointed for the Annual General Meeting. Changes to the Register of
Members after that time will be disregarded in determining the right of any person to attend or vote at the Annual General Meeting. 48 The Alumasc Group plc
Explanatory notes to certain Resolutions 10, 11 and 12 to be proposed at the Annual General Meeting
(1) Resolution 5 - Re-election of Jon Pither
Your Board recommends that Jon Pither be re-elected as a director of the Company. As he attained the age of 70 during the last financial year, the
Companies Act requires that special notice of the proposal to re-elect him was given to the Company. Your Board duly gave the Company such
special notice, which included the fact that he has attained the age of 70.
(2) Resolution 11 - Renewal of directors’ authority to allot shares
By virtue of Section 80 of the Companies Act 1985 the directors require the authority of shareholders of the Company to allot shares or other relevant
securities of the Company. Resolution 11 authorises the directors to make allotments of up to an additional 12,651,077 shares (representing
approximately 36% of the issued share capital of the Company as at 8 September 2004 (including existing commitments under the Company’s share
schemes)). This authority will lapse at the conclusion of the next Annual General Meeting, unless renewed earlier. The directors have no present
intention to exercise the authority proposed to be conferred by Resolution 11.
(3) Resolution 12 - Disapplication of statutory pre-emption rights
By virtue of Section 89 of the Companies Act 1985 any issue by the Company of equity capital for cash made otherwise than to existing shareholders
on a proportional basis requires the consent of the shareholders of the Company unless the Company has obtained the authority of the shareholders
under Section 95 of the Companies Act. The purpose of Resolution 12 is to authorise the directors to allot shares by way of rights or pursuant to an
open offer or otherwise than strictly pro rata when they consider it expedient to do so and allows them to issue for cash up to 1,740,894 shares other
than on a pre-emptive basis (representing 5% of the issued share capital of the Company as at 8 September 2004).
(4) Resolution 13 - Company’s authority to purchase its own shares
The directors consider it desirable that the Company should have the authority to make market purchases of its own shares. The purpose of
Resolution 13 is to authorise the directors generally to purchase up to 14.9% of the issued share capital of the Company as at 21 October 2004. The
directors will only exercise the authority granted by Resolution 13 (if passed) if to do so would result in an increase in earnings per share and is in
the best interests of shareholders generally.
Notice of Annual General Meeting The Alumasc Group plc
Designed by Carr Kamasa Design Printed by Empress Litho
Benedictine monastery photograph on page 9 by Marty Johnston The Alumasc Group plc
Burton Latimer, Kettering
Northamptonshire NN15 5JP
Tel: +44(0) 1536 383844
Fax: +44(0) 1536 725069
info@alumasc.co.uk
www.alumasc.co.uk