Superglass Holdings PLC Annual report and accounts 2015
Superglass Holdings PLC
Annual report and accounts 2015 Header
Superglass is ready for market recovery and new growth opportunities.
Superglass is ready with a broad range of thermal and acoustic 
products that meet exacting standards.
Superglass is ready to align its unique service offering to increasingly 
demanding customer requirements.
Introduction
Overview
Futureworks
™
The combination of exceptional service and a broad product range allied to our ongoing 
investment in the latest manufacturing technology, people and innovation ensures that 
Superglass is well positioned to take advantage of increasingly favourable construction markets.
Change the way you 
think with Superglass 01
Annual report and accounts 2015 Superglass Holdings PLC
Overview
Revenue for the year
£20.8m
Consolidated net assets
£14.2m
Gross cash balance
£3.6m
Highlights
Financial highlights
 e Full-year loss before interest, taxation, depreciation, amortisation and exceptional 
items of £2.3m (2014: loss of £3.2m) in line with expectations.
 e Significantly reduced second half loss before interest, taxation, depreciation, 
amortisation and exceptional items of £0.4m (2014: £0.9m) compared with £1.9m 
in the first half of the year (2014: £2.3m).
 e Loss before tax includes a net exceptional charge of £4.8m (2014: £1.3m), including 
non-cash goodwill impairment of £4.5m, accelerated depreciation on a mothballed 
furnace of £0.3m, reorganisation costs of £0.2m and a gain on the early repayment 
of borrowings of £0.4m.
 e Net cash balance at 31 August 2015 of £1.2m (2014: net debt of £0.4m) through 
careful working capital management.
Trading performance
 e Revenue down 11% to £20.8m (2014: £23.5m), reflecting a planned reduction 
in Eastern European exports and a further deterioration in activity from 
Government-sponsored schemes.
 e 9% increase in volumes derived from UK construction markets, particularly 
new house building.
 e Repositioned business focused on growing construction markets which now 
account for over 90% of revenues.
 e Substantial UK selling price increase implemented in March 2015, with a further 
increase announced for February 2016. 
Operational highlights
 e The older of the Group’s two furnaces was successfully mothballed in August, 
reducing manufacturing capacity but yielding substantial energy savings  
for 2015/16.
 e Further improvements in infrastructure, including the replacement of one of the 
two forehearths, were implemented during the two-month shutdown, enabling 
further progress to be made in improving product quality.
 e In May 2015, the Group achieved BBA certification for Superwhite 34, a blowing 
wool product targeted specifically at new build housing. This product is expected 
to be of material benefit to the Company in 2015/16.
 e Following serious issues with cullet quality in the spring, the supply has stabilised 
for the time being, pending further adaptations to the supplier’s plant.
 e Customer-focused Innovation Centre opened on the Stirling site, showcasing 
the Group’s products.
 e Planning has commenced for furnace replacement in 2018/19.
Board structure
 e Mark Cubitt confirmed as Chairman on a permanent basis, with immediate effect.
 e Board in discussion with Peter Gyllenhammar AB over the re-appointment 
of a representative to the Board.
Overview
IFC Introduction
01 Highlights
02 Chairman’s statement
Strategic report
04 Strategy and markets
06 A strategy for growth
08 Chief Executive Officer’s review
10 Financial review
12 Principal risks and uncertainties
Corporate governance
15 Board of Directors
16 Corporate governance report
20 Directors’ report
22 Directors’ remuneration report
24 Statement of Directors’ responsibilities
Financial statements
25 Independent auditor’s report
26 Consolidated income statement
26 Consolidated statement of comprehensive 
income and expense
27 Consolidated balance sheet
28 Consolidated cash flow statement
29 Consolidated statement of changes in equity
30 Notes forming part of the  
financial statements
49 UK GAAP parent company 
balance sheet
50 Notes to the UK GAAP parent company 
financial statements
Other information
53 Letter to shareholders
55 Notice of Annual General Meeting
IBC Advisers
Read more in the 
Chief Executive Officer’s 
review p8–9
Read more in the 
Financial review p10–11
Read more in the 
Chairman’s statement p2–3
Overview 02
Overview
Superglass Holdings PLC Annual report and accounts 2015
Having been appointed Interim Chairman following 
John Colley’s departure on 19 June 2015, it is my 
pleasure to report on the progress the Group has 
made during the year and to confirm that I have 
agreed to accept the role of Chairman on a 
permanent basis.
John guided the Group through the last three 
extremely challenging years, completing two 
fundraising exercises, as the Group adapted to 
cope with the collapse of the Government‑sponsored 
energy efficiency schemes. He was assisted by 
Alex McLeod as Chief Executive Officer and 
David Gray as Senior Independent Director, 
both of whom also left the Group during the 
year, having served for six years each. I wish to 
thank John, Alex and David for their effort, 
commitment and dedication to repositioning 
the Group in new markets and for the major 
investment in infrastructure, product quality 
and business processes which was undertaken 
under their stewardship.
Loss before interest, taxation, depreciation, 
amortisation and exceptional items (LBITDAE) was 
£2.3m, in line with expectations and representing 
an improvement of £0.9m on the prior year. It is 
encouraging that the repositioning of the business 
to focus on growing construction markets, the 
implementation of a price increase and the 
continued aggressive management of our cost 
base has reduced the LBITDAE loss by almost 
80% to £0.4m in the second half, compared 
to £1.9m in the first half of the year. 
Despite the challenging trading conditions, 
through strong working capital management, 
the cash balance at 31 August 2015 was 
£3.6m and the net cash balance was £1.2m 
(2014: net debt of £0.4m).
I was pleased to appoint Ken Munro as Chief 
Executive Officer on 12 June 2015. Having been 
with the Group for two years, first as Director 
of Strategic Development and Sales and later 
as Managing Director of the operating subsidiary 
Superglass Insulation Limited, Ken brings knowledge 
of the Group, its customers and markets alongside 
his strategy and vision to lead the business in its 
next stage of development.
As a consequence of the October 2014 placing, 
Peter Gyllenhammar AB (formerly Bronsstädet AB) 
became a cornerstone investor, currently holding 
38.32% of the equity, and I am delighted to report 
that Peter has asked me to put on the public 
record his endorsement of Ken Munro and his 
management team and his strong support for 
the strategy they are implementing to reposition 
Superglass. We are currently in discussion with 
Peter about the re‑appointment, subject to 
the usual formalities, of a representative of 
Peter Gyllenhammar AB to the Board as a 
Non‑executive Director.
During the year, the Group successfully delivered 
the infrastructure investment which underpinned 
the £6.25m placing completed on 30 October 2014. 
This capital investment required a partial closure 
of the manufacturing plant in July 2015 to allow for 
the mothballing of one of the Group’s two furnaces. 
The associated reconfiguration of the production 
operations leaves the Group with a reduced capacity, 
but a more flexible manufacturing facility with lower 
fixed running costs. A key associated investment in 
a replacement forehearth has delivered much greater 
control over the glass streams and fiberising process, 
yielding further product quality improvements for 
our customers. Plans are now underway to procure 
and install a new furnace in 2018/19 to replace both 
the operational and mothballed furnaces, thereby 
increasing production capacity, improving operating 
efficiencies, lowering costs and reducing emissions.
After a lengthy trial process, in May 2015 
the Group achieved British Board of Agrément 
certification of “Superwhite 34”, a blowing wool 
product utilised in the construction of new houses. 
This opens up a new, premium‑priced market 
to the Group, which is expected to be of material 
benefit in the current financial year. This new 
product introduction, the first of a number of 
new product launches in recent months, reflects 
the Group’s renewed focus on innovation and 
new product development, supported by the 
investment in an Innovation Centre on the 
Stirling site.
Chairman’s statement
Mark Cubitt
Chairman
Summary
 e The Board continues to execute 
the strategic plan presented 
to shareholders
 e New management team in place
 e Increased focus on innovation 
and new product development
Building sustainability 03
Annual report and accounts 2015 Superglass Holdings PLC
Overview
Having observed the significant milestones 
achieved by the executive management 
team during the past six months, first as an 
independent Non‑executive Director and, more 
recently, as Interim Chairman, I was pleased to 
be invited by my Executive colleagues to consider 
taking the chair on a permanent basis, and this 
I have agreed to do with immediate effect. The 
appointment of an additional Non‑executive 
Director nominated by Peter Gyllenhammar 
AB would further refresh the Board, restoring 
our complement of Directors to four, comprising 
two Executive and two Non‑executive Directors, 
with the added benefit of the active participation 
of our largest shareholder in shaping the future 
direction of Superglass.
Our strategy for the current financial year remains to 
continue to reposition the business through product 
and service innovation, delivering enhanced product 
quality and outstanding customer service. We also 
plan to make further improvements in efficiency 
during the year , including energy, waste and overhead 
savings. The combined effect of these further cost 
savings, strengthening volumes, the benefit of 
new products and a further price increase already 
announced for 2016 leaves Superglass in a stronger 
position to make real progress in the months 
ahead than has been the case for many years.
Mark Cubitt
Chairman
18 November 2015
“ Superglass continues to execute the strategic 
plan presented to shareholders in 2014 and has 
successfully reconfigured the manufacturing plant 
into a reduced capacity, more flexible and lower cost 
facility. We have a new management team in place, 
the public endorsement of our largest shareholder, 
an increased focus on innovation and new product 
development, a number of new products recently 
launched, further cost savings still to be delivered and 
additional selling price increases announced for early 
2016. As a result, the Group is in a stronger position 
to make real progress in the months ahead than has 
been the case for many years.”
Mark Cubitt, Chairman
Read more about
The new Innovation Centre p7
Innovations
You’ll find the future of insulation 
at the Innovation Centre. 04
Strategic report
Superglass Holdings PLC Annual report and accounts 2015
Strategy and markets
Creating value
Strategy
The Group’s focus remains on managing costs and driving efficiencies in manufacturing and the supply chain, coupled 
with providing customers with the service, flexibility and innovation that they require.
When customers choose Superglass, they are not just buying a product, they are buying years of insulation expertise, comprehensive 
support, flexible delivery and more.
All customers are treated as partners, sharing knowledge and advice to help them get the very best out of Superglass insulation products. 
This approach is known as “Teamworks”, as it means the business revolves completely around its customers.
1. Installers
A quality range of products. Easy to install and available 
through merchants nationwide.
3. Housebuilders
An innovative range of insulation solutions to help 
meet environmental obligations, while satisfying 
current building regulations.
2. Specifiers
Superglass’ experienced and knowledgeable support team 
offers a range of services covering U‑ Value calculations, 
dew‑ point calculations and detailed product specifications. 
4. Stockists
With timed deliveries and the flexibility to order part 
loads Superglass helps stockists of all sizes to run their 
business more efficiently.
The best insulation results rely on
 
teamworks 
 
 and the right solutions
Taking care of the environment takes  
 
teamworks
The team behind 
  
teamworks 05
Annual report and accounts 2015 Superglass Holdings PLC
Strategic report
Markets
Trading conditions in the UK insulation market continued to be highly competitive.
With a supply/demand imbalance driving a highly competitive market, Superglass continues to build strong supply chain relationships 
with its distribution and merchant partners through to the housebuilders, commercial developers, repair, maintenance and improvement 
(RMI) specialists and retrofit contractors that are the end users of Superglass’ products. The experienced national sales team is targeted 
to engage customers at all levels of their organisation to ensure that the influencers within those businesses are predisposed to Superglass, 
its service offering and its products.
Government energy 
efficiency schemes
The UK Government dealt a blow to a number of key 
energy efficiency schemes during the summer of 2015. 
The Green Deal was closed along with the Green Deal 
Home Improvement Fund and the Feed‑in Tariff for 
micro‑generation was heavily cut. ECO (Energy Company 
Obligation) continues, but at historically low levels. 
The Department of Energy and Climate Change will 
work on new policies but the outcome and impact of 
the planned Comprehensive Spending Review will be 
unknown until late November 2015. Depending upon 
the nature of any replacement scheme, any changes 
may represent an opportunity over the longer term.
Construction markets  
Demand generated from construction markets 
continues to grow, although the pace of growth 
within the housebuilding sector has slowed. 
Recent implementation of the changes to building 
regulations offers both challenges (achieving Standard 
Assessment Procedure requirements) and opportunities 
(product development) for Superglass. Through its 
specification team Superglass has the opportunity 
to influence the choices made by architects within 
the housebuilding sector to help deliver a “fabric 
first” approach.
Well positioned for the future
The combination of exceptional service and a broad product range allied to the ongoing investment in the latest manufacturing 
technology, people and innovation ensures that Superglass is well positioned to take advantage of growing construction markets. 
Superglass is committed to market‑leading excellence in:
 e adding value to its customers’ businesses through 
innovative solutions; 
 e customer service and responsiveness;
 e flexibility as a partner;
 e product performance; 
 e new product development and innovation; and
 e investing in its people to deliver satisfaction to its customers. 06
Superglass Holdings PLC Annual report and accounts 2015
Strategic report
A strategy for growth
Developing opportunities
Superwhite 34 is a new blown 
wool solution for new build homes. 
The product is fully certified to 
BBA standards and has the lowest 
thermal conductivity for blown 
glasswool insulation for masonry 
cavity walls in the UK.
The Superglass marketing team 
is delighted to have launched 
new packaging designs across the 
Company’s product range. The new 
packs feature application-specific 
colour coding using bright, engaging 
colours for clarity of application 
and the ability to quickly select 
the correct product.
Growth through innovation
In the last twelve months Superglass has created a team 
dedicated to innovation in service and product development. 
The team has moved to our purpose‑built Innovation Centre 
called “Futureworks” where the Group has invested in 
creating a customer‑facing meeting space and product display 
area. The team has started to engage with customers and 
specifiers as well as creating new relationships in academia 
and adjacent industries. The intended result will be to push 
product development beyond the current capabilities 
of the business and into new markets.
Product innovation
In the second half of 2015, Superglass brought three new product 
options to market, building on the foundations laid out in the later 
part of the 2014 calendar year. The new products have already 
secured strong sales, accounting for 2.1% of total sales volumes 
in the year. The most significant product development was the 
achievement in May 2015 of British Board of Agrément (BBA) 
certification for “Superwhite 34”, a cavity wall insulation solution 
for new build housing. This product opens up a new segment of 
the market to the Company, which will be a benefit in the 2016 
financial year. The launch of this new build solution has been 
supported by a wide, direct marketing campaign to users 
and specifiers.
The solutions team continues to manage the existing standard 
product portfolio, removing items that have reached the end 
of their lifecycle and replacing them with products demanded 
by the customer and sales team.
Handy Pack is a new, low price point 
loft insulation for builders that offers 
quick and easy installation and 
is flexible and resilient. 07
Annual report and accounts 2015 Superglass Holdings PLC
Strategic report
The new on-site Innovation Centre
Since the completion of the centre in July, the sales team has brought a wide range of customers and specifiers to the Stirling site to see 
the changes that Superglass has made in its manufacturing technology and processes, and to discuss collaborative working practices that 
can deliver value through the supply chain. The facilities allow for in‑situ product displays to be fully discussed and understood with ample 
meeting areas to spend effective time with customers and partners. The new facility has allowed Superglass to build on the manufacturing 
visits that customers have been able to take part in over the last two years. The Group can now showcase its lean manufacturing environment 
and knowledgeable operations team alongside its desire to collaborate closely with its customers and end users.
Delivering innovation
Complementing new product releases, Superglass continues 
to build on its market‑leading service offering. Recent investment 
in the furnace formation has increased the level of flexibility of 
output within the manufacturing unit. This assists the business 
in controlling some of its larger costs without restricting the 
capability to meet changes in customer demand.
The Group has undertaken a holistic review of its scheduling and 
transportation process; the results have yielded improvements 
in both product turnaround and in distribution costs and a 
consequential positive environmental impact.
The value of innovation
Large positives (construction demand) and negatives (support 
for retrofit insulation schemes) continue to deliver challenges 
for Superglass. It is against this backdrop that the business drives 
forward its innovation programme gaining support and input 
from its customers, suppliers and potential partners. The Group’s 
aim is to deliver value, through its supply chain, to the end user 
by developing mutually beneficial innovations in product and 
service. The focus remains on value‑added products (VAP) 
that offer greater opportunities for revenue and price growth.
The new
Superglass Innovation Centre
Innovations | Collaborations | Demonstrations
A place where anything is possible 08
Strategic report
Superglass Holdings PLC Annual report and accounts 2015
Chief Executive Officer’s review
Having been appointed as Managing Director 
of Superglass Insulation Limited in February 2015 
and then as Chief Executive Officer of the Group 
in June, it is my pleasure to present my first 
Chief Executive Officer’s review.
It is presented against a backdrop of continuing 
recovery in the UK construction and housebuilding 
markets (although recovery is still nascent in 
segments of the insulation market), which presents 
new opportunities for the Group, and it also tracks 
implementation progress against the strategy set 
out in the 2014 annual report.
Central to the strategic direction outlined at that 
time was the embedding of innovation in everything 
that we do as a business and particularly focusing 
our resources and investment on the development 
of new products and services. 
Alongside this drive towards delivering future 
proofed and differentiated solutions, the Group 
also emphasised its continuing commitment to 
infrastructure investment and, in particular, a key 
initiative aimed at giving the business the capability 
to manage and reduce output in a market that 
continues to suffer from excess capacity.
It was anticipated that these two key elements 
of the Group’s strategy (innovation and capacity 
management) would, allied to continued market 
recovery, deliver price growth in the year 
under review.
Innovation
With the opening of “Futureworks”, the new 
Superglass Innovation Centre and conference 
facility, we delivered on our commitment to a 
better showcase for Superglass Solutions and 
an immersive environment where customer 
workshops and future‑solution planning 
can take place.
Our dedicated 3,000 sq. ft. centre, located on 
our Stirling campus, provides a new entry portal 
for all customer visits, incorporating full product 
displays, conferencing areas and workspace 
for our solutions development team.
This centre was the “R&D hub” for a number of 
new solutions delivered over the past year, most 
notably our BBA certified 034 blown wool solution 
for new build housing, a significant achievement 
for the Group and an important addition to our 
broadening product range.
It was also the central point for consultation 
with customers and supply chain partners on the 
roll‑out of our new product packaging programme, 
with the first product family phase delivered during 
summer 2015 and the remaining phases rolling 
out over the coming months. This new livery has 
been exceptionally well received by customers, 
who have complimented its fresh design and 
clear product (colour coded) delineation.
Infrastructure investment
Circa £1.1m was spent during summer 2015 
replacing the forehearth on the operational 
furnace. Associated control equipment and linked 
infrastructure was also replaced and upgraded in 
a best‑in‑class implementation, project managed 
by our experienced in‑house team.
This significant investment is delivering greater 
process control and reliability and resultant 
improvements in product quality and consistency.
Additional capital investment projects were 
completed, delivering continual health and 
safety improvements and general infrastructure 
and reliability enhancements, supported by an 
enhanced preventative maintenance programme.
Price growth
In November 2014, all three UK glasswool 
manufacturers announced substantial price 
increases, the first for many years, effective 
1 March 2015. This welcome increase began 
the process of reversing the downward price 
pressure which has been a characteristic of the 
industry in recent years. The delivery of growth 
in pricing has been made with an associated 
impact on volume as the Group imposed a more 
rigid pricing policy and focused on customers with 
higher growth prospects and a greater proportion 
of higher value‑added products in their mix. 
A further price rise, necessary for the ongoing 
sustainability of the industry, has again been 
announced by all UK glasswool manufacturers 
for implementation on 1 February 2016.
Delivering the strategic plan
Ken Munro
Chief Executive Officer
Summary
 e New products launched, including 
Superwhite 34
 e Plant reconfiguration completed, 
with reduced capacity and lower 
fixed costs
 e UK construction-related sales 
volumes up 9%
 e Cullet supply stabilised  09
Annual report and accounts 2015 Superglass Holdings PLC
Strategic report
Continued rebalancing of business 
towards housebuilding
Construction Products Association Summer 
2015 Forecast data continues to predict healthy 
growth in 2016, with overall construction output 
and housebuilding growth of 4.2% and 5.5%, 
respectively. With 9% year‑on‑year growth, over 90% 
of the Group’s sales volumes now being delivered 
from construction‑related markets and new solutions 
enabling broader penetration of the new build housing 
market in particular, the Group is well positioned to 
capitalise on rising construction markets over the 
medium term.
These growing construction and housebuilding 
markets present strong value‑added product 
sales opportunities and are well aligned to the 
Group’s continued focus on innovation and 
new product introduction.
Cost savings
Our previously announced strategy to create a 
reduced but more flexible production capacity, with 
associated fixed costs savings, was implemented 
during the summer. This critical initiative was 
delivered by the in‑house team. The anticipated 
cost savings are being realised in full.
In addition, a further efficiency project which 
should result in substantial water usage reduction 
has been identified. This capital project is in the 
early stages of implementation and should begin 
delivering savings during the next fiscal year.
Routine interrogation of our supply chain and 
logistic processes is continuing, with a number 
of incremental and meaningful potential savings 
being scheduled for further examination and 
prioritisation. As this now standard activity 
continues, we expect additional opportunities 
to be identified.
Quality
With the Phoenix investments of 2012/13 and the 
further infrastructure spending identified earlier 
in this report now mature and stable, continued 
product quality gains are being delivered. In addition, 
a number of lean manufacturing techniques have 
been implemented in recent months, further 
improving quality across our full range of solutions. 
Customer feedback and compliance audits are 
encouraging evidence of these improvements. 
In January 2015, the Group’s cullet supplier, 
Viridor, commissioned a new glass recycling plant 
at Newhouse in Scotland. The switchover of supply to 
this new facility adversely impacted the quality and 
reliability of cullet supply required for our processes, 
the Group’s major raw material, representing 84% 
of raw material input. As a consequence, the Group 
suffered a number of interruptions to its production 
and incurred substantial additional costs. Since then, 
significant progress has been made to stabilise 
supply and the Group is working with the supplier 
towards a long‑term, sustainable supply of high 
quality cullet, essential to providing consistency 
to the manufacturing process and reliable product 
quality. The long‑term solution is likely to require 
substantial investment in the Newhouse facility 
by Viridor and we await confirmation that this 
investment will go ahead in the near future. 
Ken Munro
Chief Executive Officer
18 November 2015
Sales volumes
2011 2010 2012 2013 2014 2015
n Housing
n RMI
n Export
n Others
n Green Deal/ECO
Read more on p6
New packaging designs 10
Strategic report
Superglass Holdings PLC Annual report and accounts 2015
Financial review
Revenue 
Annual sales revenues reduced by 11% from the prior 
year to £20.8m (2014: £23.5m). Overall volumes fell 
13% from the prior year, with the increased volumes 
from UK construction markets being more than offset 
by a planned reduction in exports as a consequence 
of the strengthening of Sterling and a further 
deterioration in the activity from the Government‑ sponsored schemes, ECO and Green Deal. Whilst 
ECO will continue to 31 March 2017, on 23 July 2015 
the UK Government announced it was to cease 
funding Green Deal and a number of contractors 
have subsequently ceased trading, the highest 
profile casualty being Mark Group Limited which 
went into administration on 7 October 2015. 
Alongside other UK glasswool manufacturers, 
the Group implemented a substantial increase 
in selling prices effective 1 March 2015, the 
first such increase for many years. Ahead of the 
planned reduction in manufacturing capacity 
which took place towards the end of the financial 
year, the Group prioritised quality of revenue over 
quantity and, as a consequence, withdrew from a 
number of low margin sales opportunities in the 
merchant sector in particular. Significant price 
increases were also applied to export markets, 
which had an adverse impact on volumes to 
the Eastern European and Scandinavian markets. 
All UK manufacturers have announced a further 
increase in selling prices to take effect from 
1 February 2016. 
Loss before taxation, exceptional items 
and amortisation of intangible assets 
Notwithstanding the reduction in revenues outlined 
above, price growth coupled with the effect of the 
ongoing cost‑saving programme had led to a 
reduction in the loss before taxation, exceptional 
items and amortisation of intangibles from £5.5m 
in 2014 to £4.6m this year. The full effect of the 
existing cost saving initiatives has yet to be reflected 
in the operating results, with the major cost saving 
initiative being the mothballing of one of the Group’s 
two furnaces having been implemented only 
in August 2015. 
Loss before interest, tax, depreciation, 
amortisation and exceptional items 
(LBITDAE) 
The Directors believe that LBITDAE is a key 
measure of financial performance. LBITDAE 
is calculated as follows: 
2015 2014
£000 £000
Loss before tax (9,406) (6,802)
Depreciation 2,368 2,368
Grant amortisation (210) (183)
Financial expenses 151 151
Exceptional expenses 4,758 1,256
(2,339) (3,210)
Loss before interest, taxation, depreciation, 
amortisation and exceptional items improved by 
£0.9m to £2.3m (2014: £3.2m). During the period, 
production costs were impacted by line shutdowns 
to facilitate a major capital project in June and July, 
together with inefficiencies arising from poor quality 
cullet supply in the early part of 2015 as the cullet 
supplier commissioned a new recycling plant. 
The Group has, however, benefited significantly 
from low energy prices and has changed energy 
supplier to one that now allows the Group to fully 
implement its hedging strategy. 
Despite the planned shutdown to facilitate capital 
investment during the second half of the financial 
year, LBITDAE improved to £0.4m in the six months 
ended 31 August 2015, as compared with £1.9m 
in the first half. This significant improvement in 
profitability was achieved through a combination of 
selling price increases on sales volumes 2% higher 
and by cost savings and production efficiencies. 
Loss before taxation
The loss before taxation was £9.4m (2014: £6.8m) 
after exceptional expenses of £4.8m (2014: £1.3m). 
The 2015 loss also includes a £4.5m goodwill 
impairment charge and a credit of £0.4m relating 
to the early repayment of debt following the 
October 2014 refinancing. 
Cash and borrowings
Despite the challenging trading conditions, the gross 
cash balance at 31 August 2015 was £3.6m and the 
net cash balance at the end of the year was £1.2m 
(2014: net debt of £0.4m). Capital expenditure in the 
year was £1.7m (2014: £0.8m), reflecting further 
investment in one of the production lines and changes 
made in the plant to further improve product quality, 
reduce production capacity and deliver additional cost 
savings. The Group has commenced planning for the 
replacement of the furnaces in the next three to four 
years, due to their age and upcoming environmental 
legislation, and this will place a significant capital 
investment burden on the Group. 
Driving improved profitability
Chris Lea
Finance Director
Summary
 e Improving trend in 
LBITDAE continues
 e Substantial incr ease 
in selling prices during 
the second half year
 e £6.25m placing and £4.8m 
refinancing completed 
 e Gross cash of £3.6m 
at 31 August 2015 11
Annual report and accounts 2015 Superglass Holdings PLC
Strategic report
Finance costs
Finance charges (excluding exceptional items) 
amounted to £0.2m (2014: £0.2m). 
Dividends
Whilst the Board intends to pay dividends when 
the Group’s profitability, cash generation and 
underlying growth justifies it, it does not currently 
expect the Company to pay a dividend for the 
foreseeable future. 
Exceptional costs
The results for the period include exceptional 
expenses of £4.8m (2014: £1.3m), including a 
further impairment of goodwill of £4.5m. Exceptional 
costs are stated net of a discount of £0.4m on 
the early repayment of the Clydesdale Bank debt 
following the refinancing completed in October 2014, 
and include accelerated depreciation of £0.3m 
on the furnace which was recently mothballed, and 
a number of redundancy and similar compensation 
costs as the Group continues to manage its cost 
base. Further details of the exceptional items 
are set out in note 5. 
Taxation
The underlying effective current tax charge 
(excluding adjustments in respect of prior years, 
exceptional items and the deferred tax adjustments 
in respect of the substantively enacted tax rate 
reduction) for the Group is £nil (2014: £nil). 
Loss per share
Adjusted loss per share (excluding amortisation of 
intangible assets and exceptional items) was 2.9p 
(2014: 18.9p). The basic loss per share amounted 
to 6.5p (2014: 23.4p). 
Pension scheme
The Group continues to operate a defined 
contribution, Group Sponsored Personal Pension 
Plan which is administered by a major specialist 
pension provider and, therefore, has no unforeseen 
present or future pension liabilities. 
Net assets
Net assets as at 31 August 2015 were £14.2m 
compared to £17.1m at 31 August 2014, reflecting 
the loss for the year and the increase in equity 
(net of expenses) following the £6.25m placing 
in October 2014. 
Treasury and financial risk management
Superglass aims to reduce financial risks wherever 
possible and ensure that it has sufficient liquidity 
to meet all foreseeable needs. 
Separate bank accounts are held for all currencies 
in which trade is conducted, in order to facilitate 
the collection of debts and the management 
of currency positions. 
The Group normally enters long‑term flexible energy 
supply contracts that allow it to forward purchase a 
variable proportion of its power requirements for 
up to 36 months. In April 2014, the then electricity 
and gas supplier withdrew the facility to forward 
purchase, although, following a change of electricity 
supplier on 1 September 2014 and a change of gas 
supplier on 1 April 2015, the Group is now able 
to hedge its energy requirements. Although these 
commitments are not reflected on the balance 
sheet, they are covered by own‑use exemptions 
under accounting standards and are not therefore 
required to be measured at fair values. 
Proven credit control procedures have been 
developed which, together with cover provided 
by its credit insurer, minimise the credit risk to 
the Company. For the year ended 31 August 2015 
the bad debt expense amounted to nil% of sales 
(2014: 0.1%). 
Refinancing – October 2014
On 14 October 2014 the Group announced details 
of a £6.25m placing, issuing 125 million new shares 
at 5p each, and the refinancing of the bank debt owed 
to Clydesdale Bank plc. New banking facilities of 
up to £4.8m were secured from Close Brothers plc 
through a combination of term loans, leasing 
and invoice discounting facilities. 
Financial KPIs 2015 2014
Loss before tax and exceptional items (22.3)% (23.6)%
LBITDAE margin (11.2)% (13.7)%
Interest cover (LBITDAE/interest) (15.5):1 (21.3):1
Capex: depreciation 65% 35.1%
Net assets £14.2m £17.1m
Adjusted loss per share* (2.9)p (18.9)p
*  Adjusted results exclude exceptional items of £4.7m (2014: £1.3m). The term adjusted is not defined in IFRS and 
therefore may not be comparable with similarly titled measures reported by other companies. Adjusted measures 
are not intended as a substitute for, or superior measure to, IFRS measures. 
The refinancing was formally approved at the 
extraordinary general meeting on 30 October 2014 
and provided funds for additional capital investment, 
new product development, new cost‑saving 
initiatives and a further strengthening of the 
balance sheet. The Clydesdale Bank debt was 
repaid on 7 November 2014 at a discount of 
£370,000 and new borrowings from Close Brothers 
were drawn down on 10 November 2014. 
As part of the refinancing, the ordinary shares 
of 25.0p were subdivided into new ordinary shares 
of 1.0p and deferred shares of 24.0p. The deferred 
24.0p shares do not entitle holders to receive 
any dividend or other distribution or to receive 
notice or speak or vote at a general meeting of 
the Company. The deferred shares have no rights 
to participate in a return of assets on a winding 
up, are not freely transferable and the Company 
has the right at any time to purchase all of the 
deferred shares for an aggregate consideration 
of 0.01p. 
One of the consequences of the refinancing 
was to permit the conversion of the 2,800,757 
convertible shares owned by Clydesdale Bank plc 
into ordinary shares in accordance with their 
terms. On 13 May 2015, Clydesdale Bank plc 
exercised a proportion of their conversion option 
and thereby acquired 2,500,000 new ordinary 
shares of 1p which equated to 1.6% of the 
ordinary shares in issue. 
Chris Lea
Finance Director
18 November 2015
Turnover (£m) Volume gain/loss 
Year on year (%)
Loss before taxation, exceptional items 
and amortisation of intangible assets (£m)
 
H1 2014
 
H2 2014
 
H1 2015
 
H2 2015
UK 
distribution
 
Merchants
 
Contractors
 
Export
 
H1 2014
 
H2 2014
 
H1 2015
 
H2 2015
11.4
(3.5)
10.3
(64%)
(15%)
9%
(3.1) 12.1
(23%)
(2.0)
10.5
(1.9) 12
Strategic report
Superglass Holdings PLC Annual report and accounts 2015
Principal risks and uncertainties
There are a number of potential risks and uncertainties that could 
have an impact on the Group’s performance.
Managing potential risks
Risk Mitigation Change
 e Future market conditions 
may be less favourable 
than the Directors expect
The Directors expect that Government‑led initiatives aimed at improving the energy efficiency of 
residential, commercial and industrial buildings, together with changes to UK building regulations, 
will be of continuing importance in underpinning the Group’s markets in the future. In the event that 
these initiatives do not proceed in the form anticipated by the Directors, the Group’s sales volumes 
and trading prospects may be adversely affected. The Directors believe that the development of new 
products, increased quality, increased specification activity and the ability to sell blown cavity 
wall insulation to a wider customer base will help mitigate this risk.
Neutral 
risk
 e There may be excess 
glasswool manufacturing 
capacity in the UK in 
the future, resulting 
in more competitive 
market conditions
In the event that future market demand does not grow in accordance with the Directors’ expectations 
or available UK glasswool manufacturing capacity increases more rapidly than they currently 
anticipate due, for example, to new market entrants, there may be an excess supply of product in 
the domestic market. Such a situation could create downward pressure on selling prices. The Directors 
are confident that the additional cost savings identified will ensure Superglass can maintain 
a competitive and sustainable cost position in the market and that this will mitigate the effect 
of continuing price pressures.
Neutral 
risk
 e The Group derives a 
significant proportion 
of its sales from a small 
number of key customers
In the financial year ended 31 August 2015, approximately 73% of the Group’s total turnover 
was derived from ten major customers. In the event that orders placed by these key customers 
fall below the Directors’ expectations in the future or the Group’s relevant contracts with these 
key customers are renewed on less favourable terms or are terminated, the Group’s prospects 
and financial performance may be adversely affected. The risk of material loss of sales volume 
is mitigated by the decentralised nature of the Group’s key trading relationships and related 
purchasing decision‑making and the Group’s continued push into new markets through 
innovation and new product development.
Neutral 
risk
 e The Group has very limited 
forward-order visibility
Whilst annual trading agreements are negotiated with the Group’s major customers, these rarely 
contain guaranteed volume commitments, with customer orders typically placed for delivery 
one to four weeks in advance. This lack of forward‑order visibility introduces additional volatility 
risk to operational and financial forecasts. This risk is mitigated through the decentralised nature 
of the Group’s key trading relationships, which provides a large portfolio of potential order points 
serviced by a national sales team.
Neutral 
risk
 e The Group derives all 
its sales from one type 
of product
Unfavourable publicity or other adverse reputational factors concerning the Group and its 
products, as well as a reduction in demand for this type of product or new products entering 
the market, could damage customer goodwill and the Group’s market position. The Group 
continues to develop new product applications and works to expand routes to market 
to help mitigate this risk.
Neutral 
risk
 e The Group operates from 
a single manufacturing 
site with a single furnace
The Group produces glasswool insulation at a single manufacturing site in Stirling and, 
following a recent capital investment programme, now operates a single furnace. In the event 
of a prolonged interruption to production at this site or a major failure of the furnace, Superglass 
would not have the ability to transfer its manufacturing activities to other facilities and may 
not be able to meet the demand for its products from customers and prospective customers, 
potentially eroding its market position. Appropriate insurance cover is in place and the Group 
has a back‑up furnace which could be brought back into use, albeit it would take several months 
to recommence manufacturing operations. The Group has begun planning its investment 
in a new furnace which will be required in the next three to four years.
Increased 
risk 13
Annual report and accounts 2015 Superglass Holdings PLC
Strategic report
Risk Mitigation Change
 e The Group purchases cullet, 
its major raw material, 
from a single supplier
The major raw material is recycled glass known as cullet. The Group purchases the majority of its 
cullet from Viridor’s recycling plant at Newhouse in Scotland. In the event of a disruption to cullet 
supply over a few days it may not be possible to source sufficient cullet of the right quality to 
continue manufacturing operations and to meet customer demand. This could have a material 
effect on the financial performance and prospects of the Group. To mitigate this risk, the Group 
is seeking a long‑term contract with Viridor to guarantee continuity of supply and has developed 
relationships with a number of other cullet suppliers in the UK.
Neutral 
risk
 e The Group’s operations 
could be adversely affected 
if it is unable to maintain 
a co-operative relationship 
with WF Engineering Inc., 
a supplier of key technology
The Group has a long‑term agreement with WF Engineering Inc. for the use of certain fiberising 
technology and knowhow. Additionally, the Group purchases fiberising equipment that is used in the 
production process; WF Engineering Inc. is the exclusive supplier of this equipment. In the event that 
the technology or fiberising equipment ceased to be available to Superglass, there could be a material 
adverse effect on its ability to trade and therefore on the financial performance and prospects of the 
Group until alternative manufacturing arrangements could be implemented. To mitigate this risk, 
the Group has entered into a finance lease and a supply contract with the supplier.
Neutral 
risk
 e Infr astr uctur e limitations
The Group relies on the uninterrupted operation of its IT, manufacturing and other systems for 
the proper running of its commercial operations. Any significant breakdown of, or disruption to, 
these systems could have an adverse effect on production or the effective control of its commercial 
operations and risks. This could have a material adverse effect on the Group’s business, financial 
performance and prospects. This risk is mitigated by the Group entering into support contracts 
with key suppliers where appropriate and also by the Group’s own internal engineering team 
and IT disaster recovery plan.
Decreased 
risk
 e The Group’s operations 
expose it to health and 
safety risks
The Group has no higher priority than ensuring the health and safety of its employees and those 
who come into contact with our processes and products. It is the policy of the Group to ensure 
that its employees work in as safe an environment as possible and that the risk and incidence 
of industrial accident or injury is minimised. Nevertheless, there are certain hazards associated 
with its manufacturing activities. The Group has actively promoted health and safety in the 
workplace in recent years and seeks to actively comply with its health and safety regulations. 
However, future occurrences could result in financial liabilities or penalties or a prolonged 
suspension of production.
Neutral 
risk
 e The Group’s operations 
expose it to the risk of 
environmental liabilities
The Group strives to comply with current environmental legislation. Future changes to environmental 
law may require the Group to adopt alternative and less efficient or more costly production processes 
and were the Group to infringe environmental legislation that could result in prolonged suspension 
of manufacturing operations and possible financial liabilities or penalties.
The Group mitigates these risks by performing internal safety audits on a weekly basis and also 
performing routine emissions testing outwith the mandatory test periods and is currently seeking a 
derogation from the Scottish Environment Protection Agency as regards the Best Available Techniques 
(BAT) conclusions under Directive 2010/75/EU of the European Parliament and of the Council 
on Industrial Emissions for the Manufacture of Glass, which comes into effect from the end 
of February 2016.
Increased 
risk
 e The supply of energy may 
be subject to disruption 
or price fluctuation
Gas and electricity supplies are required for the operation of the Group’s plant and production 
processes. Whilst the Group has entered into purchasing agreements that provide non‑interruptible 
energy supplies and an element of price stability in the short term, increasing energy costs in 
particular may impact on trading margins if they cannot be passed on to customers. However, 
the Group aims to mitigate short‑term fluctuations in energy prices through an appropriate 
hedging policy under medium‑term supply agreements with energy suppliers.
Decreased 
risk
 e The Group’s continued 
success depends on 
the future services 
and performance 
of key executives 
and personnel
The Group depends on the continued service of its senior management, including its Executive Directors 
and senior management team. The Executive Directors and senior managers have significant industry 
and operational experience that is of key importance to the Group’s business. The Group has entered 
into service agreements and, in certain cases, long‑term incentive programmes with each of these 
individuals, but the retention of their services cannot be guaranteed.
If the Group lost or suffered an interruption in the services of any of its Executive Directors or of 
a number of its senior managers, or if it was unable to continue to attract or develop new senior 
management with appropriate skills, the Group’s financial performance and prospects may be 
adversely affected.
Neutral 
risk Corporate governance
15 Board of Directors
16 Corporate governance report
20 Directors’ report
22 Directors’ remuneration report
24 Statement of Directors’ responsibilities
Financial statements
25 Independent auditor’s report
26 Consolidated income statement
26 Consolidated statement of comprehensive 
income and expense
27 Consolidated balance sheet
28 Consolidated cash flow statement
29 Consolidated statement of changes in equity
30 Notes forming part of the  
financial statements
49 UK GAAP parent company 
balance sheet
50 Notes to the UK GAAP parent company 
financial statements
Other information
53 Letter to shareholders
55 Notice of Annual General Meeting
IBC Advisers
Corporate governance
and financial statements
Collaborations
The Innovation Centre. A unique place to meet. 15
Corporate governance
Annual report and accounts 2015 Superglass Holdings PLC
Corporate governance
Board of Directors
Mark Cubitt
Chairman
 
 
Ken Munro
Chief Executive Officer
 
 
Chris Lea
Finance Director and  
Company Secretary
 
 Executive Board
 PLC Board
Mark was appointed as Senior Independent 
Director on 18 May 2015, as Interim Chairman 
on 19 June 2015 and as permanent Chairman on 
18 November 2015. He has extensive multinational 
experience gained from previous roles, including 
21 years in the PLC environment and eight years as 
chief financial officer at Wolfson Microelectronics plc 
until its sale to Cirrus Logic in August 2014. Mark is 
also currently the chief financial officer of Denholm 
Oilfield Services Limited, a private company based 
in Glasgow.
Previously Mark was VP of finance at 
Jacobs Engineering and was finance director 
of Babtie Group until the sale of the company 
to Jacobs Engineering in 2004, when he then 
took up a wider finance role with Jacobs. During 
his time at Jacobs he also served on the board 
of highways maintenance firm BEAR Scotland, 
and was chairman in 2006. Mark has also worked 
at Dawson International PLC, Christian Salvesen PLC 
and its then subsidiary Aggreko. 
Mark is a Chartered Accountant and has a 
degree in accountancy and computer science 
from Heriot-Watt University and is a past chairman 
of the Scottish Finance Directors Discussion Group.
Having joined Superglass as Director of Strategic 
Development and Sales in August 2013, Ken was 
appointed as Chief Executive Officer on 12 June 2015. 
Ken had previously assumed responsibility for all 
operational activity within the Superglass business 
in February of this year when he was appointed 
Managing Director of the Company’s principal 
trading subsidiary, Superglass Insulation Limited.
Before joining Superglass, Ken occupied senior 
management roles with NCR Corporation over 
a 16-year period, progressing to vice president 
global marketing for its financial self service 
business and with Havelock Europa PLC, where he 
was managing director of the education division.
Ken is a graduate of Heriot-Watt University and 
is also a Stirling City Commissioner, having been 
appointed to the Commission in January 2015.
Chris was appointed as Finance Director and Company 
Secretary with effect from 2 December 2013. He was 
previously finance director and company secretary 
of Aviagen Limited, the world’s largest poultry breeder . 
He led a series of acquisitions and investments across 
Europe and further afield and was subsequently 
appointed chief financial officer of Aviagen Europe 
where, as a board member , he was directly responsible 
for the financial affairs of a number of companies 
in Eastern and Western Europe. 
Prior to joining Aviagen Chris spent 15 years 
with KPMG in the Midlands, holding various 
roles within their audit and corporate finance 
businesses. Chris is a member of the Institute 
of Chartered Accountants of England and Wales. 16
Corporate governance
Superglass Holdings PLC Annual report and accounts 2015
“ Following admission to AIM in 2013, the 
Superglass Board remains committed to 
high standards of governance. I am pleased 
to introduce our corporate governance report 
for the year ended 31 August 2015.”
This report and the Remuneration Report contained 
on the following pages describe how the Group has 
applied and complied with the principles of good 
corporate governance.
Introduction
Superglass is committed to the highest standards of business 
integrity and corporate governance and the Board is accountable 
to the Company’s shareholders for good governance. The Company 
delisted from the Official List of the London Stock Exchange and 
was admitted to AIM during the year ended 31 August 2013 and 
as a result is no longer required to comply with the UK Corporate 
Governance Code. Although not required to do so by the AIM Rules, 
the Directors have chosen to give selected disclosures that they 
believe are necessary or valuable to the reader.
The paragraphs on the following pages, together with the 
Directors’ Remuneration Report set out on pages 22 and 23, 
describe how these principles are applied within the Company.
Mark Cubitt
Chairman 
18 November 2015
Statement of compliance
The Directors consider that, with the exception of the items noted below, 
the Company has, throughout the year, been in compliance with what 
are generally accepted to be the principles of good governance.
 e The Board currently has only one Independent Non-executive Director, 
who also acts as Chairman.
 e No formal Board evaluation procedure has been undertaken by the Board.
 e The Audit Committee has only one standing member.
 e The Remuneration Committee has only one standing member.
In view of the size and structure of the Group, the Board does not believe 
that these exceptions had any material detrimental effect on the control 
environment. However, it plans to seek the views of shareholders on the 
composition of the Board in the near future.
The Group has in place appropriate insurance cover for Board members 
in respect of any legal action taken against them.
Directors and their independence
The Board currently has one Non-executive Director, who acts as Chairman, 
and two Executive Directors. The Chairman is considered by the Board to be 
independent of management and free of any relationship that could materially 
interfere with the exercise of his independent judgement. The Board has satisfied 
itself that there is no compromise to the independence of those Directors 
who have other appointments in outside entities. The Board considers that the 
Chairman brings a senior level of expertise and experience and that the balance 
between Non-executive and Executive representation encourages healthy 
independent challenge to the Executive Directors and senior management. 
The Directors have been made aware that, where they have concerns that 
cannot be resolved about the running of the Company or a proposed action, 
they should ensure that their concerns are recorded in the Board minutes. 
The Chairman has also been made aware that on resignation he should provide 
a written statement for circulation to the Board, if he has any such concerns.
The Senior Independent Non-executive Director and Chairman is currently 
Mark Cubitt. He will be available to shareholders if they have reasons for 
concern that contact through the normal channels of Chief Executive Officer 
or Finance Director has failed to resolve.
Conflicts of interest
The procedures that have been adopted by the Board require prompt notification 
by Directors of any possible conflict situation and the scrutiny initially of the 
Nomination Committee and then the Board before any decision to authorise 
or not is taken. The Board may approve a conflict situation unconditionally, 
give approval subject to conditions or decide not to approve and require that 
the Director concerned resolve the circumstances giving rise to the conflict. 
Any approval will be reviewed regularly and may be amended or withdrawn 
by the Board at any time. 
Corporate governance report 17
Corporate governance
Annual report and accounts 2015 Superglass Holdings PLC
Only Directors who have no interest in the matter being considered are able to 
take the relevant decisions and at all times the Directors making such decisions 
must act in a way they consider, in good faith, will be most likely to promote 
the Group’s success. The Board is satisfied that these procedures are operating 
effectively and will keep them under review in light of emerging best practice 
in this area.
Role of the Board
The Board determines the strategic direction of the Group and reviews 
operating, financial and risk performance.
Board procedures
The Board has regular meetings throughout the year.
The formal schedule of matters reserved for the Board includes approval of: 
the Group’s annual business plan; the Group’s strategy; acquisitions, disposals 
and capital expenditure projects above certain thresholds; treasury policies; 
dividend policy; transactions involving the issue or purchase of Company 
shares; borrowing powers; appointments to the Board; risk management; the 
scope of delegations to the Board; and executive management of the Group.
In advance of all Board meetings, the Directors are supplied in a timely 
manner with detailed comprehensive papers covering the Group’s operations 
in order to help them to discharge their responsibilities. An annual budget 
and business plan is prepared, which is then compared in detail with the 
monthly management accounts and the Executive Directors discuss and 
explain areas where performance departs from current expectations. 
All significant variances are discussed at Board level and appropriate 
action taken where necessary.
The positions of Chairman and Chief Executive are held by separate 
individuals. The Chairman is primarily responsible for the leadership and 
effective working of the Board and ensuring that each Director is able to 
make an effective contribution. He ensures that there is a constructive 
relationship between the Executive and Non-executive Directors. The 
Chief Executive has responsibility for all operational matters, which 
include the implementation of Group strategy and policies approved 
by the Board. In addition, any Non-executive Directors have access 
to senior management either by telephone or via involvement at 
informal meetings. 
The Directors are given access to independent professional advice, at the 
Group’s expense, when the Directors deem it necessary in order for them 
to carry out their responsibilities. No such advice was sought in the year.
Professional development
On joining the Board, Directors are provided with documentation on 
the Company and its activities. An induction programme and full site visits 
are arranged. Throughout their period in office the Directors are continually 
updated on the Group’s business, the competitive and regulatory environment 
and the industry in which it operates. Board meetings are regularly held at 
the operational site and tours are arranged to ensure that the Board is kept 
up to date with the latest operational developments.
Directors’ biographies are shown on page 15. The terms and conditions 
of appointment of Non-executive Directors are available for inspection 
at the Company’s registered office and at the AGM.
Attendance at Board meetings and Committee meetings
Board Audit Remuneration Nomination
Number of meetings held 11 2 5 —
Executive Directors
J G Colley* 8 1 2 —
A J McLeod** 9 2 3 —
K G Munro*** 3 2 2 —
C P Lea 11 2 1 —
Non-executive Directors
D M Gray**** 5 2 3 —
L J Rutegård***** 1 1 — —
M Cubitt****** 4 — 2 —
*  Resigned 19 June 2015. 
**  Resigned 15 June 2015. 
***  Appointed 12 June 2015. 
**** Resigned 30 April 2015. 
***** Appointed 30 October 2014; resigned 12 January 2015.
****** Appointed 18 May 2015.
It is normally the case that the Board meets eleven times during any 
financial year. In the year ended 31 August 2015 there were twelve additional 
telephone meetings required.
Board effectiveness
The Code attaches importance to boards having processes for individual 
and collective performance evaluation. For individual performance 
evaluation, the Remuneration Committee assesses Executive Directors 
against annual performance targets. The Chairman would ordinarily 
meet with the Non-executive Directors at least annually to review their 
performance and the Senior Independent Director ordinarily leads an 
evaluation process of the performance of the Chairman, taking account 
of the views of the Executives.
Where a Non-executive Director stands for re-election, the Chairman will 
confirm to shareholders whether he is satisfied from formal performance 
evaluations that the Director’s performance continues to be effective 
and demonstrates commitment to the role. 18
Corporate governance
Superglass Holdings PLC Annual report and accounts 2015
Board Committees
There are three Board sub-committees operated by the Group: the 
Audit Committee, the Remuneration Committee and the Nomination Committee. 
Formal terms of reference for the Committees of the main Board detailed 
above are available for inspection at the Company’s registered office, at the 
AGM and are also available from the Company’s website, www.superglass.co.uk.
The Audit Committee
The Audit Committee comprises the following members:
 e David Gray (Chairman) to 30 April 2015; and
 e Mark Cubitt (Chairman) from 18 May 2015.
The Group considers that all members of the Audit Committee have recent 
and relevant financial experience.
The Audit Committee reviews the scope, performance, results and cost 
effectiveness of the external audit and has delegated power from the Board to 
agree the fees of the external auditor. The Audit Committee is also responsible 
for reviewing non-audit services provided to the Group by the external auditor, 
satisfying itself on the independence and objectivity of the external auditor, 
and makes recommendations to the Board relating to its appointment. 
The Audit Committee monitors the financial reporting processes and reviews 
and advises the Board on the Group’s financial statements. The Committee 
reviews the operation of the Group’s system of internal controls and reports 
to the Board on the annual review of internal control and risk management.
The external auditor is given the opportunity each year to speak 
confidentially to the Audit Committee.
The Audit Committee also monitors the Group’s whistle-blowing procedures, 
ensuring that appropriate procedures are in place to allow employees to raise 
matters of possible impropriety in confidence.
The Audit Committee and the Board have reviewed the need for an internal 
audit function and are satisfied that, to date, this has not been required. 
The Board confirms that it intends to review the need for an internal 
audit function at least annually.
Auditor’s independence and objectivity
The Audit Committee monitors the non-audit services being provided to the 
Group by the auditor to ensure that their independence and objectivity are 
not impaired. Any non-audit services that may be perceived to be in conflict 
with the role of the external auditor must be submitted to the Committee 
for approval prior to engagement, regardless of the amounts involved. 
The auditor is prohibited from performing services where it may be required 
to audit its own work or participating in activities that would normally be 
undertaken by management. Details of the amounts paid to the external 
auditor during the year for audit and other services are set out in note 3 
to the financial statements.
The Remuneration Committee
The Remuneration Committee comprises the following members:
 e John Colley (Chairman) until 19 June 2015;
 e Mark Cubitt from 18 May 2015 and as Chairman from 19 June 2015; and
 e David Gray to 30 April 2015.
The Committee will meet at least annually and will agree further meetings 
at its discretion. The duties of the Committee are to:
 e determine and agree with the Board the framework or broad policy 
for the remuneration of the Executive Directors, the senior managers 
and any other employees specified by the Board;
 e within the terms of the agreed Board policy, determine individual 
remuneration packages including bonuses, incentive payments, 
share options, pension arrangements and any other benefits;
 e determine the contractual terms on termination and individual 
termination payments, ensuring that the duty of the individual 
to mitigate loss is fully recognised;
 e in determining individual packages and arrangements, give due regard 
to the comments and recommendations of the AIM Rules and the 
principles of good governance; 
 e be told of and be given the chance to advise on any major changes 
in employee benefit structures in the Company;
 e recommend and monitor the level and structure of remuneration for 
senior managers and any other employees below Board level as required;
 e agree the policy for authorising claims for expenses from the 
Chief Executive and from the Chairman of the Board; and
 e recommend an annual report for the Board to put to shareholders 
on Executive remuneration compliant with relevant legal and 
regulatory provisions.
The Committee is authorised by the Board to:
 e seek any information it requires from any employee of the Company 
in order to perform its duties;
 e be responsible for establishing the selection criteria and then for selecting, 
appointing and setting the terms of reference for any remuneration 
consultants providing advice to the Committee at the Company’s 
expense; and
 e obtain, at the Company’s expense, outside legal or other professional 
advice where necessary in the course of its activities.
The Nomination Committee
The Nomination Committee comprises the following members:
 e John Colley (Chairman) to 19 June 2015;
 e Mark Cubitt from 18 May 2015 and as Chairman from 19 June 2015; and
 e David Gray to 30 April 2015.
Corporate governance report continued 19
Corporate governance
Annual report and accounts 2015 Superglass Holdings PLC
The function of the Nomination Committee is to provide a formal, rigorous and 
transparent procedure for the appointment of new Directors to the Board. In 
carrying out its duties, the Nomination Committee is primarily responsible for:
 e identifying and nominating candidates to fill Board vacancies;
 e evaluating the structure and composition of the Board with regard 
to the balance of skills, knowledge and experience and making 
recommendations accordingly;
 e reviewing the time requirements of Non-executive Directors;
 e giving full consideration to succession planning; and
 e reviewing the leadership of the Group.
Due to the temporarily reduced membership of the Board during the year, 
the functions ordinarily carried out by the Nomination Committee were 
performed by the Board as a whole. 
Internal control
The Board is responsible for the Group’s system of internal controls and 
for reviewing its effectiveness. The implementation and maintenance of 
the risk management and internal control systems are the responsibility 
of the Executive Directors and other senior management. The system is 
designed to manage rather than eliminate the risk of failure to achieve 
business objectives and provide reasonable, but not absolute, assurance 
against material misstatement or loss.
The Group operates within a clearly defined organisational structure with 
established responsibilities, authorities and reporting lines to the Board. 
The organisational structure has been designed in order to plan, execute, 
monitor and control the Group’s objectives effectively and ensure that 
a strong internal control culture becomes embedded in the operations. 
The Chairman of the Audit Committee reports to the Board on issues 
relating to internal controls and risk management issues following 
each Audit Committee meeting.
The Group views the careful management of business risks as a key management 
activity. These business risks, which may be strategic, operational, reputational, 
financial or environmental, should be understood and visible. The business 
context determines in each situation the level of acceptable risk and controls. 
Risk assessment is a regular agenda item at Board meetings at which business 
risks will be identified, the probability of risks occurring will be quantified and 
the impact on the business assessed. Risk management forms part of an 
integrated assurance framework which includes management review and 
external audit, which consider controls only to the extent necessary to form 
an opinion on the truth and fairness of the annual financial statements. The 
aim is to ensure that the business understands the key risks it faces, has 
an embedded risk management approach to all of its activities, links risk 
management to business performance reporting and seeks continual 
improvement in the management of risk by sharing best practice 
throughout the organisation. 
Going concern
In determining whether the Group’s 2015 financial statements can 
be prepared on a going concern basis, the Directors considered all factors 
likely to affect its future development, performance and financial position, 
including cash flows, liquidity position and borrowing facility, and the risks 
and uncertainties relating to the business activities in the current economic 
climate. These are set out in the principal risks and uncertainties section 
on pages 12 and 13 and in the notes to the financial statements.
The key factors considered by the Directors were:
 e the rate of growth in demand across construction markets and the 
impact of changes in Government-led, demand-generating initiatives 
such as ECO/Green Deal;
 e movements in input prices and the availability of credit from suppliers; 
 e the ability of the Group to maintain its frequency of receipt of trade 
receivables and the credit risk associated with these balances;
 e the competitive environment in which the Group operates;
 e the potential actions that could be taken in the event that revenues are 
lower than expected in order to protect cash flows and operating profit; 
 e the ability of the Group to realise planned selling price increases; and
 e the finance facilities available to the Group, including the availability 
of any short-term funding required. 
The Group prepares regular forecasts and projections of revenues, profits 
and cash flows that are essential for identifying areas on which management 
can focus to improve performance and mitigate the possible adverse impact 
of a deteriorating economic outlook. They also provide projections of working 
capital requirements and adherence to banking covenants.
The Directors have reviewed the trading and cash flow forecasts as part 
of their going concern assessment, including downside sensitivities, which 
take into account the uncertainties in the current operating environment.
Having considered all the factors impacting the Group’s business and having 
prepared relevant financial projections and sensitivities, including financial 
projections which allow for reasonably possible downsides to the Group’s base 
case projections, and taking account of mitigating actions that can be taken in 
periods when headroom is tight, the Directors have a reasonable expectation that 
the Company and the Group have adequate resources to continue in operational 
existence for the foreseeable future. Accordingly, the Directors continue to adopt 
the going concern basis in preparing the Group’s 2015 financial statements.
Relations with shareholders
The Board recognises the importance of maintaining effective communication 
with its shareholders to ensure its strategy and performance is understood. This 
is achieved principally through the annual report and the AGM. The Company’s 
annual and interim results, as well as all announcements issued to the London 
Stock Exchange, are published on the Company’s website, www.superglass.co.uk. 
The Company maintains a regular dialogue with institutional investors and 
broker analysts, providing them with such information that is appropriate and 
necessary on the Company’s performance and future plans as is permitted 
under the guidelines of the AIM Rules. In particular, twice a year, following 
announcement of the interim and full-year results, formal presentations 
are made to institutional shareholders, where they have the opportunity 
to raise any questions.
The Board recognises that the AGM is the principal forum for dialogue with 
private shareholders and all shareholders are invited to attend. The AGM provides 
all shareholders with the opportunity to develop their understanding of the 
Company and ask questions of the Board on matters put to the meeting 
including the annual report and accounts. 20
Corporate governance
Superglass Holdings PLC Annual report and accounts 2015
The Directors submit their report and the audited accounts of the Group 
and the Company for the year ended 31 August 2015.
Principal activities and business review
The principal activity of the Group is the manufacture and sale of glass 
fibre insulation. The Chief Executive Officer’s Review on pages 8 and 9 
and the Financial Review on pages 10 and 11 contain a review of the Group’s 
activities, an analysis of key performance indicators, a description of the 
market in which the Group operates and an analysis of the key risks and 
uncertainties facing the Group.
Results and dividends
The loss before tax was £9.4m (2014: £6.8m). The Directors are not recommending 
the payment of a final dividend for the year ended 31 August 2015 (2014: nil p) 
which means that no dividend will be paid for the year (2014: nil p). 
The Consolidated Income Statement for the year ended 31 August 2015 
is shown on page 26.
Financial instruments
The Group’s risk management objectives and policy in relation to financial 
instruments are discussed in the treasury and financial risk management 
section of the Financial Review on page 11.
Directors and their interests
The Directors of the Company currently in office are as stated in the Board 
of Directors section on page 15. 
In accordance with the Company’s Articles of Association, one-third (or the 
nearest whole number below one-third) of the Directors are required to retire 
at each AGM and each Director must submit themselves for re-election at 
least every three years, together with Directors appointed by the Board 
since the date of any notice convening the previous AGM. At the 2015 AGM, 
Mark Cubitt and Ken Munro, having been appointed since the date of notice 
convening the previous AGM, offer themselves for re-election. In addition 
and in accordance with the principles of good governance, all of the 
remaining Directors will offer themselves for election/re-election 
at the forthcoming AGM.
The interests of the Directors, as defined by the Companies Act 2006, 
in the ordinary shares of the Company are as follows:
At At
31 August 31 August
Ordinary shares 2015 2014
M Cubitt — —
K G Munro — —
C P Lea — —
Directors’ indemnities
The Directors have the benefit of qualifying third party indemnity provisions 
contained in the Company’s Articles of Association, which were in force 
throughout the year and remain in force as at the date of signing these 
financial statements.
Share capital
On 30 October 2014 the Company concluded a capital restructuring and equity 
raise, details of which can be found in notes 16 and 20 to the financial statements.
This change has resulted in there being five classes of equity share in 
issue: 1.0p ordinary shares, 19.0p deferred shares, 20.0p deferred shares, 
24.0p deferred shares and 25.0p convertible shares. The par value of the 
ordinary shares in issue was changed from 25.0p each to 1.0p each and 
the number of ordinary shares in issue was also changed.
On 13 May 2015 the holder of the 2,800,757 convertible shares exercised 
its conversion rights in respect of 2,500,000 shares. The remaining 300,757 
convertible shares are convertible at any time into 300,757 1.0p ordinary 
shares and 300,757 24.0p deferred shares. Convertible shares will not be 
admitted to AIM or any investment exchange and will have no voting 
rights attached, save in limited circumstances.
Donations
During the year the Company made no political donations (2014: £nil) 
and charitable donations amounted to £nil (2014: £1,140).
Rights attaching to shares
The rights attaching to the ordinary shares are defined in the Company’s 
Articles of Association. The Articles of Association may be changed with 
the agreement of shareholders. 
Subject to any restrictions below, shareholders, if ordinary shareholders, 
may attend any general meeting of the Company and, on a show of hands, 
every shareholder (or his representative) who is present at a general meeting 
has one vote on each resolution.
Shareholders have the right to dividends approved in a general meeting 
and approved by the Board and can declare final dividends by passing 
an ordinary resolution but the amount of the dividends cannot exceed 
the amount recommended by the Board. The Board may, if authorised by 
an ordinary resolution of the shareholders, offer any shareholder the right 
to elect to receive new ordinary shares, which will be credited as fully paid, 
instead of their cash dividend. 
If the Company is wound up, the liquidator can, with the sanction of 
an extraordinary resolution passed by the shareholders, divide among the 
shareholders all or any part of the assets of the Company and he can value 
any assets and determine how the division shall be carried out as between 
the members or different classes of members. No shareholders can be 
compelled to accept any asset that would give them a liability.
Directors’ report 21
Corporate governance
Annual report and accounts 2015 Superglass Holdings PLC
The Company can issue new shares and attach any rights to them. If there is 
no restriction on special rights attaching to existing shares, rights attaching 
to new shares can take priority over the rights of existing shares, or the new 
shares and the existing shares are deemed to be varied (unless the rights 
expressly allow it) by a reduction of paid up capital or if another share of 
that same class is issued and ranks in priority for payment of dividend 
or in respect of capital or more favourable voting rights.
Agreements with employees and significant agreements
There are no agreements between the Company and its Directors or 
employees providing for compensation for loss of office or employment 
(whether through resignation, purported redundancy or otherwise) that 
occurs because of a takeover bid.
The Company’s banking arrangements are terminable upon change 
of control of the Company. 
Major shareholders
As at 30 October 2015 the following had notified the Company of an interest 
of 3% or more in the Company’s issued ordinary share capital:
Number of 
ordinary
shares
Percentage
of issued
ordinary 
shares
%
Peter Gyllenhammar AB (formerly Bronsstädet AB) 59,583,572 38.32
Ennismore Fund Management Limited 16,107,088 10.36
River and Mercantile Asset Management 15,757,585 10.13
City Financial Investment Company Limited 14,641,386 9.42
Miton Group plc 10,926,407 7.03
Michael Chadwick 8,627,912 5.55
W&R Barnett Limited 7,248,000 4.66
Andrew Lapping 6,350,000 4.08
Power to allot shares and authority for the Company 
to purchase its own shares
The Directors propose to renew the general authority of the Company to 
make market purchases of its own shares to a total of 15,550,678 ordinary 
shares (representing approximately 10% of the issued ordinary share capital 
of the Company) and within the price constraints set out in the special 
resolution to be proposed at the forthcoming AGM.
Employment
The Company’s policy on employee involvement is to adopt an open 
management style, thereby encouraging informal consultation at 
all levels about aspects of the Company’s operations. 
Employment policies are designed to provide equal opportunities irrespective 
of colour, ethnic or natural origin, nationality, sex, religion, age, disability 
or marital status.
Payment to suppliers
It is the Company’s policy to make payment to suppliers on standard 
supplier terms unless alternative terms are agreed. The Company seeks 
to abide by these payment terms whenever it is satisfied that the supplier 
has provided the goods or services in accordance with the agreed terms 
and conditions.
The number of days’ purchases outstanding for the Group at 31 August 2015 
was 110 (2014: 117). The number of days’ purchases outstanding for the 
Company was 117 (2014: 146).
Disclosure of information to auditor
The Directors who held office at the date of approval of this Directors’ Report 
confirm that, so far as they were each aware, there is no relevant audit 
information of which the Company’s auditor is unaware and each Director 
has taken all the steps that he ought to have taken as a Director to make 
himself aware of any relevant audit information and to establish that 
the Company’s auditor is aware of that information.
Auditor
In accordance with section 489 of the Companies Act 2006, a resolution for 
the re-appointment of KPMG LLP as auditor of the Company is to be proposed 
at the forthcoming AGM.
Annual General Meeting
The notice convening the AGM, which will be held at the offices of Maclay 
Murray & Spens LLP, Quartermile One, 15 Lauriston Place, Edinburgh EH3 9EP 
on Wednesday 20 January 2016 at 11.00am, is included within this report, 
together with the explanation of any items of special business.
By order of the Board
Chris Lea
Company Secretary
18 November 2015 22
Corporate governance
Superglass Holdings PLC Annual report and accounts 2015
Remuneration Committee membership
During the year the Remuneration Committee (the “Committee”) comprised 
the following Non-executive Directors:
 e John Colley (Chairman) until 19 June 2015;
 e Mark Cubitt from 18 May 2015 and as Chairman from 19 June 2015; and
 e David Gray until 30 April 2015.
Responsibilities of the Committee
The Committee is responsible for determining all aspects of the remuneration 
of Executive Directors and Senior Executives within the framework of the 
general policy set by the Board and described below.
The remuneration of the Non-executive Directors is determined by the 
Executive Directors and approved by the Board. The wider Board is 
responsible for determining the remuneration of the Chairman. 
The Committee has formal terms of reference set by the Board modelled on 
the UK Corporate Governance Code, which are available from the Company 
and placed on the Company website.
Remuneration policy, practice and principles
The Board recognises that the Company’s continuing success depends 
on the quality and motivation of its employees. The Group aims to ensure that 
its remuneration packages are competitive so that they align the interests of 
shareholders, Directors and Senior Executives and attract, retain and motivate high 
calibre individuals, rewarding the Executive Directors fairly for their contributions, 
whilst remaining within the range of benefits offered by similar companies. 
The total reward position is analysed by looking across each of the 
different elements of remuneration, including salary, pension, bonus 
and long-term incentives.
In considering and determining suitable remuneration packages for the 
Executive Directors, the Committee gives full consideration to the relevant 
best practice provisions set out in the UK Corporate Governance Code and takes 
account of pay structures in place for other employees of the Company. The 
Committee also determines the extent to which all performance targets are met.
Remuneration package 
The total remuneration package is designed to include performance and 
non-performance related elements. Non-performance elements include 
salary, taxable benefits and pension entitlements. All other parts of the 
package are performance related and relate to a mixture of cash and 
share-based incentives, described in detail below.
The main elements of the remuneration package for Executive Directors are:
 e basic salary;
 e performance-related bonus;
 e pension contribution;
 e Performance Share Plan; and
 e benefits.
Share options are awarded from time to time to other Senior Executives.
Bonus scheme
During the year ended 31 August 2015 the bonus scheme in operation related 
to Alex McLeod, Ken Munro and Chris Lea. The bonus scheme that is in operation 
is based on the achievement of Group profit before tax and on individual 
performance targets. Payment of the profit-related element commences at 
budgeted profit levels and increases as profit before tax increases, up to 125% 
of budgeted profit before tax. Bonus payments earned through achievement of 
individual personal performance targets are reduced by 50% if budgeted profit 
before tax levels are not achieved. Maximum award is limited to 75% of salary. 
Non-executive Directors do not participate in the Company bonus scheme.
Pensions
Ken Munro and Chris Lea are both members of the Company’s Group Sponsored 
Personal Pension Plan, a defined contribution scheme under which the Company 
makes an annual contribution of 15% of basic annual salary. This may be 
supplemented by each member as desired and as permitted under current pension 
legislation. Annual bonuses, where they are awarded, are not pensionable.
Share incentive plan
The Committee has approved a Performance Share Plan (PSP) for 
Executive Directors.
Under the terms of the PSP, Executive Directors may be awarded conditional 
awards of free shares or nil-cost options. The maximum market value over 
which individual awards could be made is 100% of salary. 
The Committee has considered whether there should be an element of the 
performance condition based on total shareholder return, but in view of the lack 
of a natural peer group and reflecting a strong desire to maximise shareholder 
value from earnings growth over the medium to long term, the performance 
target applying to the awards was based solely on adjusted earnings per share 
(EPS) growth targets. Details of shares awarded under the PSP are included 
in Table 1 – Performance Share Plan.
Service contracts
The Company’s policy on the duration of Directors’ contracts is that:
 e Executive Directors should have rolling service contracts terminable on no 
more than twelve months’ notice served by the Company or the Director; 
 e Non-executive Directors are appointed for three years unless terminated 
by either party giving three months’ notice; and
 e the contract for Mark Cubitt’s services is between the Company and 
his employer.
Directors’ service
Date of Notice
contract period
Executive
K G Munro* 12 June 2015 Six months
C P Lea 2 December 2013 Six months
J G Colley** 17 March 2012 Three months
A J McLeod*** 1 October 2009 Twelve months
Non-executive
M Cubitt**** 14 May 2015 Three months
D M Gray***** 1 July 2012 Three months
L J Rutegård****** — —
* Appointed 12 June 2015.
** Resigned 19 June 2015.
***  Resigned 15 June 2015.
**** Appointed 18 May 2015.
***** Resigned 30 April 2015.
****** Appointed 30 October 2014; resigned 12 January 2015.
Directors’ remuneration report 23
Corporate governance
Annual report and accounts 2015 Superglass Holdings PLC
Table 1 – Performance Share Plan
Market
Granted Lapsed price
31 August during during 31 August of award Exercise Performance Date of Exercise
2014 the year the year 2015 (pence) price period award date
A J McLeod 23,303 — (23,303) — 650.0 nil Three years 07/12/2011 07/12/2014
340,909 — (340,909) — 44.0 nil Three years 01/07/2013 01/07/2016
J G Colley 189,873 — (189,873) — 39.5 nil Three years 23/12/2013 23/12/2016
C P Lea — 2,380,952 — 2,380,952 4.62 nil Three years 22/12/2014 22/12/2017
Table 2 – Directors’ remuneration
The remuneration of the Directors who served during the year was as follows:
Salary/fees
£000
Bonus
£000
Benefits
*
£000
Pension
**
£000
Compensation 
for loss 
of office
2015
Total
£000
2014
Total
£000
Executive Directors
J G Colley 59 — — — — 59 71
A J McLeod 147 15 11 19 40 232 195
C P Lea 110 35 13 16 — 174 143
K G Munro 36 25 5 5 — 71 — 
A J Clow**** — — — — — — 48
Non-executive Directors
D M Gray 23 — — — — 23 40
M Cubitt
***
— — — — — — —
L J Rutegård — — — — — — —
D G Billington***** — — — — — — —
375 75 29 40 40 559 497
* Benefits principally comprise provision of motor vehicle and private healthcare insurance.
** Pension contributions represent defined contribution payments.
*** Mark Cubitt’s employer is paid £35,000 per annum, in monthly instalments, for time spent as a Non-executive Director of the Company.
**** A J Clow resigned on 29 November 2013.
***** D G Billington resigned on 31 July 2014.
The Directors’ beneficial interests in shareholdings in the Company are shown on page 20.
Share price
The market price for shares in Superglass Holdings PLC ranged from 3.13p to 24.00p during the year and was 3.13p on 31 August 2015.
Approval by shareholders
At the AGM of the Company to be held on 20 January 2016, a resolution approving this report is to be proposed as an ordinary resolution.
This report was approved by the Board on 18 November 2015 and signed on its behalf by:
Mark Cubitt
Chairman, Remuneration Committee
18 November 2015 24
Corporate governance
Superglass Holdings PLC Annual report and accounts 2015
The Directors are responsible for preparing the annual report and the Group 
and parent company financial statements in accordance with applicable 
law and regulations. 
Company law requires the Directors to prepare Group and parent company 
financial statements for each financial year. As required by the AIM Rules 
of the London Stock Exchange, they are required to prepare the Group 
financial statements in accordance with IFRSs as adopted by the EU and 
applicable law and have elected to prepare the parent company financial 
statements in accordance with UK Accounting Standards and applicable 
law (UK Generally Accepted Accounting Practice). 
Under company law the Directors must not approve the financial statements 
unless they are satisfied that they give a true and fair view of the state of 
affairs of the Group and parent company and of their profit or loss for that 
period. In preparing each of the Group and parent company financial 
statements, the Directors are required to: 
 e select suitable accounting policies and then apply them consistently; 
 e make judgements and estimates that are reasonable and prudent; 
 e for the Group financial statements, state whether they have been prepared 
in accordance with IFRSs as adopted by the EU; 
 e for the parent company financial statements, state whether applicable 
UK Accounting Standards have been followed, subject to any material 
departures disclosed and explained in the financial statements; and 
 e prepare the financial statements on the going concern basis unless 
it is inappropriate to presume that the Group and the parent company 
will continue in business.
The Directors are responsible for keeping adequate accounting records that 
are sufficient to show and explain the parent company’s transactions and 
disclose with reasonable accuracy at any time the financial position of the 
parent company and enable them to ensure that its financial statements 
comply with the Companies Act 2006. They have general responsibility for 
taking such steps as are reasonably open to them to safeguard the assets 
of the Group and to prevent and detect fraud and other irregularities. 
The Directors are responsible for the maintenance and integrity of the 
corporate and financial information included on the Company’s website. 
Legislation in the UK governing the preparation and dissemination of 
financial statements may differ from legislation in other jurisdictions.
Ken Munro Chris Lea
Chief Executive Officer Finance Director
18 November 2015
Statement of Directors’ responsibilities
in respect of the annual report and the financial statements 25
Financial statements
Annual report and accounts 2015 Superglass Holdings PLC
Independent auditor’s report
to the members of Superglass Holdings PLC
We have audited the financial statements of Superglass Holdings PLC for the year ended 31 August 2015 set out on pages 26 to 52. The financial reporting 
framework that has been applied in the preparation of the Group financial statements is applicable law and International Financial Reporting Standards 
(IFRSs) as adopted by the EU. The financial reporting framework that has been applied in the preparation of the parent company financial statements is 
applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice). 
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been 
undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. 
To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members, as a body, 
for our audit work, for this report, or for the opinions we have formed. 
Respective responsibilities of Directors and auditor 
As explained more fully in the Directors’ Responsibilities Statement set out on page 24, the Directors are responsible for the preparation of the financial statements 
and for being satisfied that they give a true and fair view. Our responsibility is to audit, and express an opinion on, the financial statements in accordance with 
applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical 
Standards for Auditors. 
Scope of the audit of the financial statements 
A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s website at www.frc.org.uk/auditscopeukprivate. 
Opinion on financial statements 
In our opinion: 
 e the financial statements give a true and fair view of the state of the Group’s and of the parent company’s affairs as at 31 August 2015 and of the Group’s 
loss for the year then ended; 
 e the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the EU; 
 e the parent company financial statements have been properly prepared in accordance with UK Generally Accepted Accounting Practice; 
 e the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. 
Opinion on other matter prescribed by the Companies Act 2006 
In our opinion the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared 
is consistent with the financial statements. 
Matters on which we are required to report by exception 
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: 
 e adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches 
not visited by us; or 
 e the parent company financial statements are not in agreement with the accounting records and returns; or 
 e certain disclosures of Directors’ remuneration specified by law are not made; or 
 e we have not received all the information and explanations we require for our audit. 
Hugh Harvie (Senior Statutory Auditor) 
for and on behalf of KPMG LLP, Statutory Auditor 
Chartered Accountants 
20 Castle Terrace
Edinburgh EH1 2EG
18 November 2015
Financial statements 26
Superglass Holdings PLC Annual report and accounts 2015
Financial statements
31 August 31 August
2015 2014
Note £000 £000
Revenue 20,831 23,507
Cost of sales (19,684) (21,921)
Cost of sales – exceptional 5 (403) (336)
Gross profit 744 1,250
Distribution expenses (2,848) (3,761)
Distribution expenses – exceptional 5 9 (162)
Administrative expenses (3,199) (3,456)
Administrative expenses – exceptional 5 (4,734) (758)
Other operating income 3 403 236
Operating loss (9,625) (6,651)
Financial expenses 6 (151) (151)
Financial expenses – exceptional 6 370 —
Loss before taxation 3 (9,406) (6,802)
Analysed as:
Loss before taxation and exceptional items (4,648) (5,546)
Exceptional gain on repayment of borrowings 5 370 —
Exceptional expenses 5 (626) (1,256)
Exceptional goodwill impairment charge 5,10 (4,502) —
Loss before taxation (9,406) (6,802)
Taxation 7 824 250
Loss for the year attributable to equity holders of the parent (8,582) (6,552)
Loss per share
Basic loss per share 22 (6.5)p (23.4)p
Diluted loss per share 22 (6.5)p (23.4)p
Consolidated statement of comprehensive income 
and expense
for the year ended 31 August 2015
31 August 31 August
2015 2014
£000 £000
Loss for the year (8,582) (6,552)
Total recognised comprehensive expense for the year attributable to equity holders of the parent (8,582) (6,552)
Consolidated income statement
for the year ended 31 August 2015 27
Financial statements
Annual report and accounts 2015 Superglass Holdings PLC
Consolidated balance sheet
at 31 August 2015
2015 2014
Note £000 £000 £000 £000
Non-current assets
Property, plant and equipment 9 16,979 17,932
Intangible assets 10 31 4,527
Deferred tax 12 1,035 614
18,045 23,073
Current assets
Inventories 13 1,892 1,358
Trade and other receivables 14 1,161 1,571
Corporation tax receivable 605 —
Cash and cash equivalents 15 3,614 2,954
7,272 5,883
Total assets 25,317 28,956
Current liabilities
Interest-bearing loans and borrowings 16 (961) (254)
Trade and other payables 18 (7,184) (6,780)
Deferred Government grants 23 (210) (210)
(8,355) (7,244)
Non-current liabilities
Interest-bearing loans and borrowings 16 (1,422) (3,139)
Deferred Government grants 23 (1,294) (1,504)
(2,716) (4,643)
Total liabilities (11,071) (11,887)
Net assets 14,246 17,069
Equity attributable to equity holders of the parent 
Share capital 20 21,485 20,235
Share premium 26,338 21,786
Retained earnings (33,577) (24,952)
Total equity 14,246 17,069
These financial statements were approved by the Board of Directors on 18 November 2015 and were signed on its behalf by: 
Mark Cubitt Chris Lea Company number
Chairman Finance Director 05423253
Financial statements 28
Financial statements
Superglass Holdings PLC Annual report and accounts 2015
31 August 31 August
2015 2014
Note £000 £000
Cash flows from operating activities
Loss for the year (8,582) (6,552)
Adjustments for:
Exceptional gain on repayment of borrowings (370) —
Exceptional provision on inventories — 183
Exceptional goodwill impairment 4,502 —
Provision on finished goods 44 —
Depreciation, impairment and amortisation 9, 10 2,700 2,368
Government grant amortisation 23 (210) (183)
R&D grant income (203) —
Net financial expense 6 151 151
Taxation 7 (824) (250)
Equity-settled share-based payment transactions (43) 43
Cash from operating activities before changes in working capital and provisions (2,835) (4,240)
(Increase)/decrease in inventories (578) 1,175
Decrease in trade and other receivables 410 116
Increase/(decrease) in trade, other payables and deferred Government grants 404 (867)
Cash generated from operations (2,599) (3,816)
Finance costs (151) (151)
Net cash used in operating activities (2,750) (3,967)
Cash flows from investing activities
Acquisition of intangible assets 10 (17) (5)
Acquisition of property, plant and equipment (1,654) (799)
Net cash used in investing activities (1,671) (804)
Cash flows from financing activities
Proceeds from issuing ordinary shares 20 6,250 —
Ordinary share issue costs (448) —
Proceeds from asset-based lending 1,870 —
Repayment of borrowings 16 (2,328) —
Payment of finance lease liabilities (263) (254)
Net cash from/(used in) financing activities 5,081 (254)
Net increase/(decrease) in cash and cash equivalents 660 (5,025)
Cash and cash equivalents at beginning of year 2,954 7,979
Cash and cash equivalents at end of year 3,614 2,954
 
Consolidated cash flow statement
for the year ended 31 August 2015 29
Financial statements
Annual report and accounts 2015 Superglass Holdings PLC
Consolidated statement of changes in equity
for the year ended 31 August 2015
Share Share Retained Total
capital premium earnings equity
£000 £000 £000 £000
Balance at 31 August 2013 20,235 21,786 (18,443) 23,578
Total comprehensive expense for the year — — (6,552) (6,552)
Equity-settled share-based payments — — 43 43
Balance at 31 August 2014 20,235 21,786 (24,952) 17,069
Total comprehensive expense for the year — — (8,582) (8,582)
Ordinary share capital issued in the period 1,275 5,000 — 6,275
Reduction in convertible share capital (25) — — (25)
Share issue costs recognised directly in equity — (448) — (448)
Equity-settled share-based payments — — (43) (43)
Balance at 31 August 2015 21,485 26,338 (33,577) 14,246
 
Financial statements 30
Financial statements
Superglass Holdings PLC Annual report and accounts 2015
Notes forming part of the financial statements
for the year ended 31 August 2015
1 Accounting policies
Superglass Holdings PLC is a company domiciled and incorporated in the United Kingdom. The financial statements were approved by the Board 
on 18 November 2015.
Statement of compliance
The consolidated financial statements have been prepared in accordance with IFRS (including International Financial Reporting Interpretations Committee 
(IFRIC) interpretations) as adopted by the EU (adopted IFRS). The Company has elected to prepare its parent company financial statements in accordance 
with UK GAAP. These are presented on pages 49 to 52.
Basis of preparation
The financial statements are prepared on the historical cost basis. The consolidated financial statements are presented in Pounds Sterling, which is the 
Company’s presentational and functional currency. The principal accounting policies applied in the preparation of these consolidated financial statements 
are set out below. These policies have been consistently applied to all years unless otherwise stated. The financial statements have been prepared on the 
going concern basis for the reasons outlined on page 19.
The preparation of financial statements in conformity with EU-adopted IFRS requires the Directors to make judgements, estimates and assumptions that affect the 
application of policies and reported amounts of assets and liabilities, income and expense. The estimates and judgements are based on historical experience and 
various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying amounts 
of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The accounting policies set out below 
have, unless otherwise stated, been applied consistently to all periods presented in these financial statements. 
Basis of consolidation
The consolidated financial statements comprise Superglass Holdings PLC and its subsidiaries. The financial statements of subsidiaries are prepared to 
the same reporting date as the parent company. Intra-group transactions and balances, including any unrealised gains and losses or income and expenses 
arising from intra-group transactions, are eliminated in full.
Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from 
its involvement with the entity and has the ability to affect those returns through its power over the entity.
Foreign currency
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated 
in foreign currencies at the balance sheet date are translated at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation 
are recognised in the income statement. 
Classification of financial instruments issued by the Group
In accordance with IAS 32, financial instruments issued by the Group are treated as equity (i.e. forming part of shareholders’ funds) only to the extent that 
they meet the following two conditions:
 e they include no contractual obligations upon the Company (or Group as the case may be) to deliver cash or other financial assets to, or to exchange 
financial assets or financial liabilities with, another party under conditions that are potentially unfavourable to the Company (or Group); and 
 e where the instrument will or may be settled in the Company’s own equity instruments, it is either a non-derivative that includes no obligation to deliver 
a variable number of the Company’s own equity instruments or is a derivative that will be settled by the Company exchanging a fixed amount of cash 
or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form 
of the Company’s own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts 
in relation to those shares. 
Where a financial instrument that contains both equity and financial liability components exists, these components are separated and accounted 
for individually under the above policy. The finance rate on the financial liability component is correspondingly higher over the life of the instrument.
Finance payments associated with financial liabilities are dealt with as part of finance expenses. Finance payments associated with financial instruments 
that are classified in equity are dividends and are recorded directly in equity.
Exceptional items
Exceptional items are disclosed and described separately in the financial statements where necessary to do so to provide further understanding of the 
financial performance of the Group. They are material items of income or expense that have been shown separately due to the significance of their nature 
or amount. 
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for and depreciated as separate items of property, 
plant and equipment. 31
Financial statements
Annual report and accounts 2015 Superglass Holdings PLC
1 Accounting policies continued
Property, plant and equipment continued
Leases under which the Group assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance leases. Leased assets 
acquired by way of finance lease are stated at an amount equal to the lower of their fair value and the present value of the minimum lease payments 
at inception of the lease, less accumulated depreciation and impairment losses. Lease payments are accounted for as described below.
Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of an item of property, plant and 
equipment. From time to time useful economic life may be extended where it is certain that the asset will remain in use beyond its original estimated life. 
Residual values of buildings, property, plant and equipment are estimated to be £nil. Land and assets in the course of construction are not depreciated. 
The estimated useful lives are as follows:
Buildings 50 years
Plant, machinery and equipment 9–15 years 
Motor vehicles 4 years
Intangible assets and goodwill
Goodwill represents amounts arising on acquisition of subsidiaries and represents the difference between the fair value of the assets, liabilities and contingent 
liabilities acquired in a business combination and the fair value of the consideration given. Identifiable intangibles are those which can be sold separately 
or which arise from legal rights regardless of whether those rights are separable. Goodwill is stated at cost less any accumulated impairment losses. Goodwill 
is allocated to a cash-generating unit (CGU) and is not amortised but is tested annually for impairment. 
The cost to the Group of customer contractual relationships acquired as part of a business combination is determined by the net present value of the future 
cash flow benefits anticipated to arise from the contractual arrangements less accumulated amortisation and impairment losses. Computer software is stated 
at purchase cost less accumulated amortisation and impairment losses. Amortisation is charged to the income statement on a straight-line basis over the 
estimated useful lives of intangible assets. The estimated useful lives are as follows:
Computer software 3 years
Contractual customer relationships 6 years
Trade and other receivables
Trade and other receivables are initially measured on the basis of their fair value then carried at amortised cost less impairment charges.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is based on the first-in first-out principle and includes expenditure incurred in 
acquiring the inventories and bringing them to their existing location and condition. In the case of manufactured inventories, cost includes an appropriate 
share of overheads based on normal operating capacity. Engineering spares included within inventories are stated at cost less any provision for impairment.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group’s 
cash management are included as a component of cash and cash equivalents for the purpose only of the Consolidated Statement of Cash Flows. Where there 
is a right of set off in place the cash and cash equivalents figure is stated net of the facilities.
Impairment
The carrying amounts of the Group’s non-financial assets other than inventories and deferred tax assets are reviewed at each balance sheet date to determine 
whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. 
For goodwill and intangible assets that have an indefinite useful life, the recoverable amount is estimated at each balance sheet date.
An impairment loss is recognised whenever the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are 
recognised in the income statement.
Impairment losses recognised in respect of the CGU are allocated first to reduce the carrying amount of any goodwill allocated to the Group’s CGU and then 
to reduce the carrying amount of the other assets in the unit on a pro rata basis. The Group has one CGU. 
Calculation of recoverable amount
The recoverable amount of assets or CGU is the greater of their fair value less costs to sell and value in use. In assessing value in use, the estimated future 
cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the 
risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the CGU to which 
the asset belongs.
Reversals of impairment
An impairment loss in respect of goodwill is not reversed. 
In respect of other assets, an impairment loss is reversed when there has been a change in the estimates used to determine the recoverable amount.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, 
net of depreciation or amortisation, if no impairment loss had been recognised. 32
Financial statements
Superglass Holdings PLC Annual report and accounts 2015
Notes forming part of the financial statements continued
for the year ended 31 August 2015
1 Accounting policies continued
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings 
are stated at amortised cost with any difference between cost and redemption value being recognised in the income statement over the period of the borrowings 
on an effective interest basis.
Employee benefits
Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal 
or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an employee benefit 
expense in the income statement when they are due. Pre-paid contributions are recognised as an asset to the extent that a cash refund or a reduction 
in future payments is available.
Provisions
Any provision is recognised in the balance sheet when the Group has a legal or constructive obligation as a result of a past event and it is probable that an outflow 
of economic benefits will be required to settle the obligation. If the effect were to be material, provisions are determined by discounting the expected future 
cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
Revenue
Revenue comprises the sale of goods net of cash settlement discount and volume-related retrospective rebates, excluding sales taxes. Revenue from the 
sale of goods is recognised in the income statement when goods have been dispatched to the customer. Cash discounts available for timely settlement 
of receivables that are outstanding but within terms are estimated and recognised as a reduction from revenue where it is probable that the discount will 
be taken. Estimates are made of the amount likely to be paid to customers in respect of volume rebates and this is deducted from revenue as it is recognised. 
Where the Group sells to distributors, revenue is recognised when there are no further redistribution obligations on the Group. Returns are only accepted 
where product quality has been shown to be an issue. 
Expenses
Operating lease payments
Payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the lease.
Finance lease payments
Minimum lease payments are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated 
to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Net financing costs
Finance expenses comprise interest payable, finance charges on shares classified as liabilities and finance leases, interest receivable on funds invested 
and foreign exchange gains and losses that are recognised in the income statement.
Interest income and interest payable is recognised in the income statement as it accrues, using the effective rate of interest method. 
Grant income
Government grants relate primarily to regional selective assistance received on the achievement of certain job creation and job protection targets as well 
as related capital expenditure.
Government grants are recognised initially as deferred income when there is reasonable assurance that they will be received and that the Group will 
comply with the conditions associated with the grant. Grants that compensate the Group for expenses incurred are recognised in the income statement 
on a systematic basis in the same periods in which the expenses are recognised. Grants that compensate the Group for the cost of an asset are recognised 
in the income statement on a systematic basis over the useful life of the asset. 
Taxation
Tax comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, 
in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date 
and any adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts 
used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets 
or liabilities that affect neither accounting nor taxable profit other than in a business combination; and differences relating to investments in subsidiaries 
to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation 
or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. 33
Financial statements
Annual report and accounts 2015 Superglass Holdings PLC
1 Accounting policies continued
Earnings per share
Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number 
of ordinary shares outstanding during the period. Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary shareholders 
and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares.
Share-based payment transactions
The Company operates two equity-settled share-based compensation plans being the PSP Long-Term Incentive Plan for employees, including Executive 
Directors, and the CSOP Long-Term Incentive Plan for senior managers. The fair value of shares awarded is recognised as an employee expense in the 
Consolidated Income Statement with a corresponding increase in shareholders’ equity. The fair value is measured at grant date and spread over the period 
during which the employees become unconditionally entitled to the share incentives on a straight-line basis. The fair value of the share incentives granted is 
measured using appropriate valuation models, taking into account the terms and conditions upon which the share incentives were granted. At each reporting 
date, the Group re-estimates the number of share incentives that are expected to vest based on non-market conditions. Any adjustment is recognised in the 
Consolidated Income Statement, with a corresponding adjustment to shareholders’ equity, over the remaining vesting period.
IFRS 8 Segment Reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses that relate 
to transactions with any of the Group’s other components and for which discrete financial information is available. An operating segment’s operating results 
are reviewed regularly by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance.
2 Segmental reporting
The Group has only one class of business – the manufacturing and sale of insulation materials – and as a result has only one reportable segment with 
no aggregation having been applied. The reportable segment has been identified with reference to the activities of the Group and the information used 
by the chief operating decision maker (the Board). The performance of the segment is assessed by reference to its gross profit. 
Manufacture and sale of insulation
2015 2014
£000 £000
Total revenue 20,831 23,507
Total gross profit 744 1,250
Depreciation, impairment and amortisation* 2,700 2,368
Capital expenditure 1,753 834
* The charge for the year includes £332,000 of accelerated depreciation associated to the mothballing of a furnace, which has been reported as an exceptional cost.
All revenue is from external customers with no inter-segment revenues given the existence of only one operating segment.
The segment gross profit is reconciled to the total profit/(loss) before income tax as shown in the Consolidated Statement of Comprehensive Income and Expense.
All of the assets of the Group are managed by the Board on a central basis. All of the assets of the Group are deemed to be attributable to the reportable 
segment and, as a result, no separate reconciliation of segment assets to the total assets figure on the balance sheet is necessary.
Other information
The Group operates predominantly within the UK and Ireland with some worldwide sales, predominantly in the EU. Revenue is attributed to external 
customers based on the location of the customer.
2015 2014
£000 £000
Revenue
UK and Ireland 19,379 21,334
Rest of world 1,452 2,173
Non-current assets
UK and Ireland 22,126 23,073
Rest of world — —
Major customers
There were two customers (2014: three) that accounted for in excess of 10% of the Group’s revenue. These customers accounted for £4.8m (2014: £4.2m), 
£3.1m (2014: £2.8m) and £1.9m (2014: £2.7m). 34
Financial statements
Superglass Holdings PLC Annual report and accounts 2015
Notes forming part of the financial statements continued
for the year ended 31 August 2015
3 Loss before tax and auditor’s remuneration
Included in loss before tax are the following:
Cost of sales Administrative expenses Total
31 August 31 August 31 August 31 August 31 August 31 August
2015 2014 2015 2014 2015 2014
£000 £000 £000 £000 £000 £000
Depreciation and impairment of property, plant and equipment 
and intangible assets:
Owned assets 2,689 2,355 11 13 2,700* 2,368
Operating lease charges:
– property 8 52 — — 8 52
– other 554 554 94 69 648 623
3,251 2,961 105 82 3,356 3,043
* The charge for the year includes £332,000 of accelerated depreciation associated with the mothballing of a furnace.
Operating income includes the following:
31 August 31 August
2015 2014
£000 £000
Net (cost)/income from rented premises (55) 53
Government grant income 45 —
Research and Development Expenditure Credit 203 —
Release of deferred Government grant 210 183
403 236
Audit and non-audit fee disclosures
31 August 31 August
2015 2014
£000 £000
Audit of the Company 15 15
Audit of subsidiaries 25 25
Total audit services 40 40
Reporting required by law or regulation provided by the auditor 4 9
Tax compliance services 10 10
Tax advisory services 15 32
Total services relating to taxation 25 42
Other non-audit services not covered above — —
Public reporting on investment circulars 65 —
Total services relating to corporate finance transactions 65 —
Total 134 91 35
Financial statements
Annual report and accounts 2015 Superglass Holdings PLC
4 Staff numbers and costs
The average number of persons employed by the Group (including Directors) during the year, analysed by category, was as follows:
2015 2014
£000 £000
Selling and administration 47 45
Production 109 113
156 158
The total payroll costs of these persons were as follows:
2015 2014
£000 £000
Wages and salaries 5,328 5,619
Social security costs 580 616
Contributions to defined contribution pension plans 243 169
Share-based payment (credit)/cost (43) 43
6,108 6,447
Directors’ remuneration is disclosed on page 23. 
5 Exceptional items
2015 2014
£000 £000
Cost of sales – yellow wool write-off — 336
Cost of sales – accelerated depreciation on the mothballing of a furnace 332 —
Cost of sales – disputed energy charges 71 —
Distribution costs – yellow wool storage and disposal costs (9) 162
Administration costs – goodwill impairment 4,502 —
Administration costs – reorganisation costs 232 758
Finance costs – gain on repayment of borrowings (370) —
4,758 1,256
Analysed as:
Cost of sales 403 336
Distribution costs (9) 162
Administration costs 4,734 758
Exceptional costs 5,128 1,256
Exceptional income (370) —
4,758 1,256
Items of exceptional income and expenditure in the year ended 31 August 2015 include a gain on repayment of borrowings, accelerated depreciation on the 
mothballing of a furnace, goodwill impairment and an unexpected supplier invoice relating to a true-up exercise covering six prior years. Reorganisation costs 
relate to professional fees related to the aborted sale process and compensation for loss of office and related costs.
Items of exceptional income and expenditure in the year ended 31 August 2014 include the write-off of yellow wool stock and the associated storage 
and disposal costs. Reorganisation costs relate to redundancy costs and professional fees related to the aborted sale process. 36
Financial statements
Superglass Holdings PLC Annual report and accounts 2015
Notes forming part of the financial statements continued
for the year ended 31 August 2015
6 Finance income and expense
2015 2014
£000 £000
Interest payable on bank loans and other borrowings 151 151
Other financial income – exceptional (see note 5) (370) —
Financial expenses (219) 151
7 Taxation
Recognised in the income statement
2015 2014
£000 £000
Current tax expense
Current year — —
Adjustments in respect of prior years (403) —
(403) —
Deferred tax expense
Origination and reversal of temporary differences (454) (387)
Adjustment in respect of prior years 33 137
(421) (250)
Total tax credit in income statement (824) (250)
Reconciliation of effective tax rate
2015 2014
% £000 % £000
Loss before tax (9,406) (6,802)
Tax using the UK corporation tax rate of 20.6% (2014: 22.2%) (21) (1,936) (22) (1,508)
Goodwill impairment 10 927 — —
Non-deductible expenses — 4 — 5
Adjustments in respect of prior years (4) (370) 2 137
Effect of change in corporation tax rates — 13 — 41
Share-based payments — (9) — 10
Increase in unrecognised deferred tax asset 6 547 16 1,077
Other tax adjusting items — — — (12)
Total tax in income statement (9) (824) (4) (250)
The rate of corporation tax has been falling since 2011 from 28% to 20%.
The Finance Bill 2013 was substantively enacted on 2 July 2013 and included a reduction in the corporation tax rate effective to 21% from 1 April 2014 
and 20% from 1 April 2015.
As a result of this tax rate change, the tax rates in force were 23% from 1 September 2013 to 31 March 2014, 21% to 31 March 2015 and 20% thereafter. 
The substantively enacted tax rate at the year end, for deferred tax purposes, was 20% (2014: 20%). The unrecognised deferred tax asset in relation 
to tax losses at the year end was £1,956,000 (2014: £1,467,000).
In November 2015 legislation was enacted which provides that the tax rate will reduce to 19% from 1 April 2017 and to 18% from 1 April 2020. 
This will affect the Company’s deferred tax and current tax charges and balances in future years. 37
Financial statements
Annual report and accounts 2015 Superglass Holdings PLC
8 Dividends
No dividend has been paid or proposed in either of the financial years presented.
9 Property, plant and equipment
Land and
buildings
Plant and
equipment
Motor
vehicles
Assets in
the course of
construction Total
£000 £000 £000 £000 £000
Cost
Balance at 1 September 2013 3,416 37,614 14 43 41,087
Additions — — — 828 828
Disposals — (18) — — (18)
Transfers — 856 — (856) —
Balance at 31 August 2014 and 1 September 2014 3,416 38,452 14 15 41,897
Additions — 49 — 1,687 1,736
Transfers — 1,351 — (1,351) —
Balance at 31 August 2015 3,416 39,852 14 351 43,633
Depreciation and impairment 
Balance at 1 September 2013 738 20,872 14 — 21,624
Depreciation charge for the period 52 2,307 — — 2,359
Disposals — (18) — — (18)
Balance at 31 August 2014 and 1 September 2014 790 23,161 14 — 23,965
Depreciation charge for the period 52 2,305 — — 2,357
Impairment — 332* — — 332
Disposals — — — — —
Balance at 31 August 2015 842 25,798 14 — 26,654
Net book value
At 1 September 2013 2,678 16,742 — 43 19,463
At 31 August 2014 2,626 15,291 — 15 17,932
At 31 August 2015 2,574 14,054 — 351 16,979
* The impairment charge for the year relates to accelerated depreciation associated with the mothballing of a furnace.
Included in the net book value of plant and machinery are assets held under finance leases of £12,697,000 (2014: £1,125,000) after charging depreciation 
of £2,544,000 (2014: £126,000).
Included in the net book value of freehold land and buildings is £794,000 (2014: £794,000) in relation to land which has not been depreciated. 38
Financial statements
Superglass Holdings PLC Annual report and accounts 2015
Notes forming part of the financial statements continued
for the year ended 31 August 2015
10 Intangible assets
Contractual
customer
Goodwill relationships Software Total
£000 £000 £000 £000
Cost
Balance at 1 September 2013 9,502 26,301 98 35,901
Additions — — 6 6
Disposals — — (3) (3)
Balance at 31 August 2014 and 1 September 2014 9,502 26,301 101 35,904
Additions — — 17 17
Balance at 31 August 2015 9,502 26,301 118 35,921
Amortisation and impairment 
Balance at 1 September 2013 5,000 26,301 70 31,371
Amortisation for the period — — 9 9
Disposals — — (3) (3)
Balance at 31 August 2014 and 1 September 2014 5,000 26,301 76 31,377
Amortisation for the period — — 11 11
Impairment 4,502 — — 4,502
Balance at 31 August 2015 9,502 26,301 87 35,890
Net book value
At 1 September 2013 4,502 — 28 4,530
At 31 August 2014 4,502 — 25 4,527
At 31 August 2015 — — 31 31
The amortisation charge is included within cost of sales in the income statement.
The Group tests goodwill annually for impairment. The impairment test involves calculating the recoverable amount which is based on the present value 
of expected future cash flows (value in use). The Directors consider that the Group has only one CGU and the value in use of all of the Group’s assets has 
been considered in performing the impairment review. 
The key assumptions underlying the cash flow projections within the impairment review are volume growth, price increases, margins, the level of operating 
expenditure and the amount of capital expenditure. The cash flow projections are based on formally approved management cash flow projections for a 
three-year period. These are then extrapolated into perpetuity using a nominal long-term growth rate based on the UK GDP of 2.25% to calculate a terminal 
value. A pre-tax discount rate of 15.0% (2014: 12.5%) has been used. The cost of capital assigned can have a significant effect on valuation. The cost of capital 
reflects a number of financial and economic variables including a risk-free interest rate and a premium to reflect the inherent risks. These variables are 
established based on management’s judgement. 
The pre-tax discount rate applied has been increased to 15.0% due to the increased operating risk of a one-furnace operating model. This has resulted 
in the goodwill balance of £4,502,000 being fully impaired.
11 Subsidiaries
The Group has the following principal subsidiaries:
Country of
 incorporation
Class of 
shares held Ownership Trade
Superglass Group Limited UK Ordinary 100% Holding company
Superglass Insulation Limited
*
UK Ordinary 100% Manufacture and sale of insulation materials 
* Held indirectly. 39
Financial statements
Annual report and accounts 2015 Superglass Holdings PLC
12 Deferred tax assets and liabilities
Recognised deferred tax assets and liabilities 
Deferred tax assets and liabilities are attributable to the following:
2015 2014
Assets Liabilities Net Assets Liabilities Net
£000 £000 £000 £000 £000 £000
Property, plant and equipment 349 — 349 — (79) (79)
Trade and other receivables 71 — 71 78 — 78
Unutilised tax losses 615 — 615 615 — 615
Net tax assets/(liabilities) 1,035 — 1,035 693 (79) 614
Movement in deferred tax during the period
Recognised Recognised
31 August in income 31 August in income 31 August
2013 statement 2014 statement 2015
£000 £000 £000 £000 £000
Property, plant and equipment (423) 344 (79) 428 349
Trade and other receivables 94 (16) 78 (7) 71
Unutilised tax losses 693 (78) 615 — 615
364 250 614 421 1,035
The Company anticipates that it will return to profitability in the near term and therefore the Directors consider the deferred tax asset in relation 
to accumulated losses shown above to be recoverable.
13 Inventories
2015 2014
£000 £000
Raw materials and consumables 596 437
Finished goods 1,048 704
1,644 1,141
Engineering spares 248 217
1,892 1,358
Inventories are shown net of write-downs amounting to £369,000 (2014: £325,000). Write-downs utilised were £40,000 (2014: £288,000).
14 Trade and other receivables
2015 2014
£000 £000
Trade receivables 934 1,269
Other trade receivables and prepayments 227 302
1,161 1,571
An allowance has been made for estimated irrecoverable amounts from the sale of goods of £30,000 (2014: £66,000).  40
Financial statements
Superglass Holdings PLC Annual report and accounts 2015
Notes forming part of the financial statements continued
for the year ended 31 August 2015
15 Cash and cash equivalents
2015 2014
£000 £000
Cash at bank 3,614 2,954
Within cash and cash equivalents there are no borrowing facility balances offsetting the cash at bank (2014: £nil).
16 Other interest-bearing loans and borrowings
This note provides information about the contractual terms of the Group interest-bearing loans and borrowings.
2015 2014
£000 £000
Non-current liabilities
Secured bank loans — 2,500
Property loan 783 —
Finance lease liabilities 639 639
1,422 3,139
Current liabilities
Invoice discounting facility 418 —
Current portion of property loan 95 —
Current portion of finance lease liabilities 448 254
961 254
Terms and debt repayment schedule 
The Group negotiated new facilities on 10 November 2014 which comprise a ten-year property loan, three-year finance lease associated to the plant 
and machinery, two-year invoice discounting facility and a revolving stock facility. 
The property loan, invoice discounting facility and revolving stock facility are secured by an all asset debenture.
The plant and machinery lease is secured by a chattel mortgage over the plant and machinery.
The secured bank loan held at 31 August 2014 was repaid on 7 November 2014 at a discount of £370,000. The bank loan was secured as follows:
 e a first floating charge granted by the parent company and each subsidiary undertaking;
 e a composite guarantee granted by the parent company and each subsidiary undertaking, as guarantor, on account of the parent company 
and each subsidiary undertaking, as principal; and
 e legal first charge over freehold property. 
The Group has provided cash collateral of £60,000 to RBS as security against ancillary banking facilities.
Finance lease liabilities
Finance lease liabilities are payable as follows:
2015 2014
Minimum Minimum
lease lease
payments Interest Principal payments Interest Principal
£000 £000 £000 £000 £000 £000
Less than one year 521 73 448 290 36 254
Second to fifth years inclusive 734 95 639 732 93 639
1,255 168 1,087 1,022 129 893 41
Financial statements
Annual report and accounts 2015 Superglass Holdings PLC
17 Financial instruments
Overview
The Group has exposure to the following risks from its use of financial instruments:
 e liquidity risk; 
 e market risk; and
 e credit risk.
This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring 
and managing risk, and the Group’s management of capital. Further quantitative disclosures are included throughout these financial statements.
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework.
The Audit Committee oversees how management monitors compliance with the Group’s risk management policies and procedures and reviews the adequacy 
of the risk management framework in relation to the risks faced by the Group.
Liquidity risk
The liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liability 
is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, 
without incurring unacceptable losses or risking damage to the Group’s reputation.
At the year end, the Group maintained the following:
 e a £0.9m property loan; and
 e a £0.4m invoice discounting facility drawn (maximum facility £3.0m).
Market risk
Market risk is the risk that changes in market prices, such as interest rates, will affect the Group’s income or the value of its holdings of financial instruments. 
The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
Generally the Group seeks to minimise this risk through hedge arrangements designed to manage a proportion of the Group’s overall exposure.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises 
primarily from the Group’s trade receivables from customers. The Group has credit insurance and a credit policy in place and the exposure to credit risk 
is monitored on an ongoing basis. Credit evaluations are performed for all customers requiring credit over a certain amount. The balance presented in the 
balance sheet is net of accumulated provisions for retrospective rebates and of allowances for doubtful receivables, estimated by the Group’s management 
based on prior experience and its assessment of the current economic climate.
The Group has no significant concentration of credit risk as all significant commercial trade receivables are covered by either credit insurance or accumulated 
balances of rebate due to customers, capable of offset against outstanding trading balances.
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:
2015 2014
Note £000 £000
Receivables 14 934 1,269
Cash at bank 15 3,614 2,954
4,548 4,223
The credit quality of the holder of the cash at bank is BBB-. 42
Financial statements
Superglass Holdings PLC Annual report and accounts 2015
Notes forming part of the financial statements continued
for the year ended 31 August 2015
17 Financial instruments continued
Credit risk continued
Credit risk at the reporting date in relation to receivables:
2015 2014
£000 £000
UK and Ireland 825 1,088
Other Europe 109 181
934 1,269
The ageing of trade receivables at the reporting date was:
2015 2014
Gross Impairment Total Gross Impairment Total
£000 £000 £000 £000 £000 £000
Not past due 138 — 138 705 — 705
Past due 0–60 days 653 — 653 309 — 309
More than 60 days past due 173 (30) 143 321 (66) 255
964 (30) 934 1,335 (66) 1,269
The movement in the allowance for impairment in respect of trade receivables during the year was as follows:
2015 2014
£000 £000
Balance at 1 September 66 53
(Decrease)/increase in provision (36) 13
Balance at 31 August 30 66
The impairment loss at 31 August 2015 of £30,000 (2014: £66,000) is a provision for receivables due from customers.
The allowance account in respect of trade receivables is used to record impairment losses unless the Group is satisfied that no recovery of the amount 
is possible; at that point the amount is considered irrecoverable and written off against the financial asset directly. 
Liquidity risk
The following are the contractual maturities of financial liabilities at the balance sheet date, including estimated interest payments based on the position 
at the balance sheet date and excluding the impact of netting agreements:
31 August 2015
Contractual More
Carrying cash 6 months 6–12 1–2 2–5 than
amount flows or less months years years 5 years
Non-derivative financial liabilities £000 £000 £000 £000 £000 £000 £000
Property loan (878) (1,066) (67) (66) (253) (347) (333)
Finance leases (1,087) (1,255) (262) (259) (513) (221) —
Trade payables (5,746) (5,746) (5,746) — — — —
(7,711) (8,067) (6,075) (325) (766) (568) (333)
31 August 2014
Contractual More
Carrying cash 6 months 6–12 1–2 2–5 than
amount flows or less months years years 5 years
Non-derivative financial liabilities £000 £000 £000 £000 £000 £000 £000
Secured bank loans (2,500) (2,918) (57) (57) (114) (2,690) —
Finance leases (893) (1,022) (145) (145) (290) (442) —
Trade payables (5,636) (5,636) (5,636) — — — —
(9,029) (9,576) (5,838) (202) (404) (3,132) —
Trade payables excludes amounts provided for certain accruals. 43
Financial statements
Annual report and accounts 2015 Superglass Holdings PLC
17 Financial instruments continued
Liquidity risk continued
The following table shows outstanding borrowings, the facilities available to the Group and undrawn amounts at the year end:
2015 2014
Balance Undrawn Balance Undrawn
outstanding Facility amounts outstanding Facility amounts
£000 £000 £000 £000 £000 £000
Bank loans — — — 2,500 2,500 —
Property loan 878 878 — — — —
Invoice discounting facility* 418 418 — — — —
Stock loan facility — 310 310 — — —
* Maximum facility available is £3.0m, subject to the value of invoices raised.
Market risk
Profile
At the reporting date the interest rate profile of the Company’s interest-bearing financial liabilities was:
Carrying amount
2015 2014
£000 £000
Fixed rate instruments
Financial liabilities 711 893
Variable rate instruments
Financial liabilities 1,672 2,500
A change of 100 basis points in interest rates at the beginning of the reporting period would have (decreased)/increased profit or loss by the amounts shown below. 
This analysis assumes that all other variables, in particular foreign currency rates, remain constant. The analysis is performed on the same basis for 2014. 
100bp 100bp
increase decrease
£000 £000
31 August 2015
Variable rate instruments (16) 16
31 August 2014
Variable rate instruments (25) 25
The Group manages foreign currency exposure by first offsetting currency receivables and payables where practical and by use of forward exchange contracts. 
At 31 August 2015 and for the duration of the financial year then ended there were no forward contracts entered into by the Group. The impact of a 1% fluctuation 
in the exchange rate of Pounds Sterling to Euros or US Dollars would be immaterial.
Fair values
The fair values at the balance sheet date together with the carrying amount shown in the balance sheet are as follows:
2015 2014
Carrying Fair Carrying Fair
amount value amount value
£000 £000 £000 £000
Trade receivables 934 934 1,269 1,269
Cash at bank 3,614 3,614 2,954 2,954
Trade payables (5,778) (5,778) (5,636) (5,636)
Bank loans — — (2,500) (2,474)
Invoice discounting facility (418) (418) — —
Property loan (878) (878) — —
Obligations under finance leases (1,087) (1,087) (893) (893)
(3,613) (3,613) (4,806) (4,780) 44
Financial statements
Superglass Holdings PLC Annual report and accounts 2015
Notes forming part of the financial statements continued
for the year ended 31 August 2015
17 Financial instruments continued
Estimation of fair values
The following summarises the methods and assumptions used in estimating the fair values of financial instruments reflected in the previous table.
Trade receivables/payables 
For receivables with a remaining life of less than one year or that are receivable on demand, the carrying amount is deemed to reflect the fair value.
Receipts from customers and payments to suppliers on undisputed invoices are within allowable credit terms.
Cash and cash equivalents
The fair value is deemed to be the same as the carrying amount due to the short-term maturity of these instruments.
Bank loans
Fair value is calculated based on discounted expected future principal and interest cash flows at current interest rates.
Property loan and obligations under finance leases
The carrying amount of these liabilities approximates their fair value.
Fair value hierarchy
IFRS 7 requires all financial instruments carried at fair value to be analysed under the following levels:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2:  inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) 
or indirectly (i.e. derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data.
Any financial instruments carried at fair value (which for the Group would consist of derivative financial assets or liabilities) are Level 2.
There are no derivative financial assets or financial liabilities in either period presented.
18 Trade and other payables
2015 2014
£000 £000
Trade payables 5,778 5,636
Non-trade payables and accrued expenses 1,406 1,144
7,184 6,780
19 Employee benefits
Defined contribution plans
Superglass Insulation Limited operates a defined contribution Group Sponsored Personal Pension Plan, which is a qualifying pension scheme for 
auto-enrolment purposes. All employees were auto-enrolled on 1 July 2014. The assets of the scheme are held separately from those of the Company 
in independently administered funds. The cost of contributions to this scheme is set out in note 4.
20 Share capital
2015 2014
£ £
Allotted, called up and fully paid
155,507,577 ordinary shares of £0.01 each (2014: 28,007,577 ordinary shares of £0.25 each) 1,555,076 7,001,894
30,507,577 deferred shares of £0.24 each 7,321,818 —
50,189,431 deferred shares of £0.19 each 9,535,992 9,535,992
14,985,748 deferred shares of £0.20 each 2,997,150 2,997,150
300,757 convertible shares of £0.01 each (2014: 2,800,757 convertible shares of £0.25 each) 75,189 700,189
21,485,225 20,235,225 45
Financial statements
Annual report and accounts 2015 Superglass Holdings PLC
20 Share capital continued
Disclosed as:
2015 2014
£000 £000
Equity 21,485 20,235
2015 2014
Weighted average number of shares 132,903,410 28,007,577
At the end of the year the Group held 790 own shares (2014: 790). The market value of the shares at 31 August 2015 was £25 (2014: £192).
2015
In the year ended 31 August 2015, the Group concluded a capital reorganisation, an issue of equity share capital and the refinancing of bank debt 
that was approved by shareholders at an Extraordinary General Meeting on 30 October 2014 and had the following impact:
The existing 25.0p ordinary shares were subdivided into one ordinary share of 1.0p (post-capital reorganisation shares) and one deferred share of 24.0p.
Following the capital reorganisation the equity share issue of 125,000,000 ordinary shares with a par value of 1.0p at an issue price of 5.0p proceeded, 
increasing the equity share capital of the Company by £6,250,000. Issue costs of £448,000 were recognised directly in equity. 
During the year, the Group settled the secured bank loan of £2,500,000 at a discount of £370,000. One of the consequences of the refinance was to permit 
the conversion of the 2,800,757 convertible shares owned by the Group’s bankers into ordinary shares in accordance with their terms. As at 31 August 2015 
2,500,000 of these shares had been converted into ordinary shares.
2014
In the year ended 31 August 2014, there were no changes to the capital structure in place. 
21 Share-based payments
Performance Share Plan (PSP)
On 1 February 2010, the Group introduced the PSP as an additional new long-term incentive plan for Directors and senior managers. Shares are conditionally 
awarded under this plan and vest in employees based on certain performance criteria, typically EBITDA and EPS measures.
On 22 December 2014, an award totalling 2,380,952 options was granted. The performance target applying to these awards was based solely on EBITDA 
(earnings before interest, tax, depreciation and amortisation) achieved in the last financial year prior to the three-year vesting period expiring. On this basis 
50% of the options granted will vest if the EBITDA reaches £2.5m in the year ending 31 August 2016; the options will then vest on a straight-line basis 
up to 100% of the options vesting should the EBITDA exceed £3.5m in the year ending 31 August 2016.
On 23 December 2013, awards totalling 227,847 options were granted. The performance target applying to these awards was based solely on EBITDA 
(earnings before interest, tax, depreciation and amortisation) achieved in the last financial year prior to the three-year vesting period expiring. On this basis 
75% of the options granted will vest if the EBITDA reaches £3.5m in the year ending 31 August 2016; the options will then vest on a straight-line basis 
up to 100% of the options vesting should the EBITDA exceed £5.0m in the year ending 31 August 2016. 189,873 of those options lapsed during the year 
as the employee left the Company.
Company Share Option Plan (CSOP)
On 27 July 2007, the Group introduced a new long-term incentive plan for senior managers. Shares are conditionally awarded under this plan and vest 
in employees based on the performance criteria set out below.
On 23 December 2013, a total of 75,949 share options over the ordinary share capital under the CSOP were granted. There are no performance conditions 
attached to this award.
The fair value of the awards under the incentive plans was estimated using the Black-Scholes valuation model. The significant inputs into the model were 
the risk-free interest rate, expected dividend yield, initial vesting period and expected share price volatility. 46
Financial statements
Superglass Holdings PLC Annual report and accounts 2015
Notes forming part of the financial statements continued
for the year ended 31 August 2015
21 Share-based payments continued
Vesting assumption review
During the year ended 31 August 2015 the Directors reviewed the vesting assumptions on the options granted under both the CSOP and PSP share option 
schemes in existence and concluded that it is uncertain that the options will vest as a result of the exercise price attached to CSOP and the non-market 
conditions at the exercise date of the PSP. As a result there is no charge incurred in relation to these share options and there is a credit of £43,000 in 
the income statement relating to the options that lapsed during the year as a result of employees leaving.
At At Exercise
1 September 31 August price Date Expiry
Held by employees 2014 Granted Lapsed 2015 (pence) exercisable date
PSP 23,303 — (23,303) — Nil 7 December 2014 7 December 2021
CSOP 7,272 — (7,272) — 575 21 December 2014 21 December 2021
PSP 340,909 — (340,909) — Nil 1 July 2016 1 July 2023
PSP 189,873 — (189,873) — Nil 23 December 2016 23 December 2023
PSP 37,974 — — 37,974 39.5 23 December 2016 23 December 2023
CSOP 75,949 — — 75,949 39.5 23 December 2016 23 December 2023
PSP — 2,380,952 — 2,380,952 4.62 22 December 2017 22 December 2024
The market price of the shares on 31 August 2015 was 3.13p and the range during the year was 3.13p to 24.00p.
22 Loss per share
The calculation of basic loss per share and adjusted profit per share is based on the loss attributable to ordinary shareholders as follows:
2015 2014
Basic Adjusted Basic Adjusted
Loss (£000) (8,582) (8,582) (6,552) (6,552)
Adjusted for:
Exceptional charge net of taxation (£000) — 4,692 — 1,256
(8,582) (3,890) (6,552) (5,296)
Number of shares at start of period 28,007,577 28,007,577 28,007,577 28,007,577
Effect of share consolidation on equity issue — — — —
Effects of own shares held — — — —
Weighted average number of shares before equity issue 28,007,577 28,007,577 28,007,577 28,007,577
Effect of ordinary shares issued 104,895,833 104,895,833 — —
Weighted average number of diluted shares 132,903,410 132,903,410 28,007,577 28,007,577
Loss per share (6.5)p (2.9)p (23.4)p (18.9)p
Diluted loss per share (6.5)p (2.9)p (23.4)p (18.9)p
23 Deferred Government grants
Government grants relate to regional selective assistance received on the achievement of certain jobs safeguarding targets as well as related capital expenditure. 
The grants could be repayable in the event that numbers employed drop below the target levels or capital expenditure thresholds are not met during a specified 
monitoring period.
2015 2014
£000 £000
Balance at 1 September 1,714 1,657
Additions — 240
Amortisation (210) (183)
Balance at 31 August 1,504 1,714 47
Financial statements
Annual report and accounts 2015 Superglass Holdings PLC
23 Deferred Government grants continued
2015 2014
£000 £000
Less than one year 210 210
More than one year 1,294 1,504
1,504 1,714
24 Operating leases
Total future minimum lease payments under non-cancellable operating lease rentals are as follows for the Group:
2015 2014
£000 £000
Less than one year 214 13
Between one and five years 1,400 2,205
1,614 2,218
The Group leases warehouses, plant and machinery and motor vehicles under operating leases:
Offices and manufacturing facilities 10 years
Plant and machinery 5–15 years
Motor vehicles 4 years
During the year ended 31 August 2015, £656,000 was recognised as an expense in the Consolidated Income Statement in respect of operating leases 
(2014: £675,000).
25 Commitments and contingencies
Capital expenditure contracted at 31 August 2015 for which no provision has been made in these financial statements was £nil (2014: £nil).
The Group has given guarantees, secured by an all asset debenture, in respect of bank borrowings by certain other Group undertakings 
in the Superglass Group. The bank borrowings are disclosed in note 16.
26 Accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events 
that are believed to be reasonable under the circumstances.
Critical accounting estimates and assumptions
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual 
results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within 
the next financial year are discussed below:
 e Impairment of goodwill
The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in note 1. The recoverable 
amount of the Group’s CGU has been determined based on value-in-use calculations. These calculations require the use of estimates.
 e Life of contractual customer relationships in intangible assets
The Group amortises customer contracts over their estimated economic life in accordance with note 1. These lives are based upon management’s 
estimates of the remaining useful economic life. 48
Financial statements
Superglass Holdings PLC Annual report and accounts 2015
Notes forming part of the financial statements continued
for the year ended 31 August 2015
27 Changes in accounting policy and disclosures
(a) New and amended standards adopted by the Group
IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements, IFRS 12 Disclosures of Interests in other Entities, and subsequent revisions to 
IAS 27 Separate Financial Statements, IAS 28 Investments in Associates and Joint Ventures are new and revised standards that are mandatory for adoption for 
accounting periods beginning on or after 1 January 2014 for EU-endorsed IFRS reporters. These new and revised standards did not have a material impact 
on the Group.
(b) New standards, amendments and interpretations issued but not effective for the financial year beginning 1 September 2015 
and not adopted early
There are no IFRSs or IFRIC interpretations that are issued but have not been adopted early for the year beginning 1 September 2015 that have 
a material impact on the Group.
28 Related parties
Identity of related parties
The Group has a related party relationship with its Executive and Non-executive Directors.
Transactions with key management personnel
Further information relating to Directors’ remuneration is contained in the Directors’ Remuneration Report.
The remuneration of key management personnel of the Group, who comprise the Executive and Non-executive Directors along with certain of the Group’s 
senior managers, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures. 
2015 2014
£000 £000
Short-term employee benefits 769 714
Post-employment benefits 52 52
Share-based payment (credit)/cost (43) 43
778 809
Transactions with defined contribution pension schemes
Contributions to the defined contribution plans are disclosed in note 4.
29 Post-balance sheet events
There are no significant post-balance sheet events.  49
Financial statements
Annual report and accounts 2015 Superglass Holdings PLC
UK GAAP parent company balance sheet
at 31 August 2015
2015 2014
Note £000 £000
Fixed assets
Investment in subsidiary 3 358 401
Current assets
Debtors and prepayments 4 23,320 18,195
Cash at bank 6 1
23,326 18,196
Creditors: amounts falling due within one year 5 129 399
Net current assets 23,197 17,797
Net assets 23,555 18,198
Capital and reserves
Called up share capital 6 21,485 20,235
Share premium account 7 26,338 21,786
Profit and loss account 8 (24,268) (23,823)
Shareholders’ funds 23,555 18,198
These financial statements were approved by the Board of Directors on 18 November 2015 and were signed on its behalf by: 
Mark Cubitt Chris Lea Company number
Chairman Finance Director 05423253
Financial statements 50
Financial statements
Superglass Holdings PLC Annual report and accounts 2015
Notes to the UK GAAP parent company financial statements
for the year ended 31 August 2015
1 Significant accounting policies
Basis of preparation
The Company’s financial statements are prepared on the historical cost basis, in accordance with applicable UK Accounting Standards. The following 
accounting policies have been applied consistently in dealing with items which are considered material in relation to the Company’s financial statements.
Profit and loss account
Under section 408(3) of the Companies Act 2006, the Company is exempt from the requirement to present its own profit and loss account.
Related party transactions
As the parent company of the Superglass Holdings Group, the financial statements for which can be found on pages 26 to 48, the Company has taken 
advantage of the exemption contained in FRS 8 and has therefore not disclosed transactions or balances with entities which form or are wholly owned 
by the Group.
Taxation
The Company’s tax charge is based on profit for the year and tax rates in force during the year. Estimation of the tax charge requires an assessment 
to be made of the potential tax treatment of certain items which will only be resolved once finally agreed with the relevant tax authorities.
Deferred taxation
Deferred tax is recognised, without discounting, in respect of all timing differences between the treatment of certain items for taxation and accounting 
purposes which have arisen but not reversed by the balance sheet date, except as otherwise required by FRS 19. A net deferred tax asset is regarded 
as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as more likely than not that there will 
be sufficient taxable profits from which the future reversal of the underlying timing differences can be deducted.
Investments
Investments are stated at cost less provisions for any impairment.
Share-based payments
The fair value of employee share options granted is calculated at grant date. The resulting cost is treated as an increase in the cost of investment held in the 
subsidiary company of the Group over the vesting period of the options with a corresponding increase in equity. The value of the charge is adjusted to reflect 
expected and actual levels of options vesting. Failures to vest as a result of market conditions are not reversed.
Treasury shares
When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly attributable costs, is recognised as a change 
in equity. Repurchased shares are classified as treasury shares and presented as a deduction from profit and loss reserves.
Provisions and contingent liabilities
In accordance with FRS 12 Provisions, Contingent Liabilities and Contingent Assets, provisions are recognised where there is a present obligation as a result 
of a past event, it is probable that a transfer of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount 
of the obligation. If these conditions are not met, no provision is recognised. However, contingent liabilities are disclosed in the notes to the financial statements, 
unless the possibility of a transfer of economic benefits is remote. Contingent gains are not recognised unless realisation of the profit is virtually certain.
Classification of financial instruments
Financial instruments issued by the Group are treated as equity (i.e. forming part of shareholders’ funds) only to the extent that they meet the following 
two conditions:
 e they include no contractual obligations upon the Company (or Group as the case may be) to deliver cash or other financial assets or to exchange financial 
assets or financial liabilities with another party under conditions that are potentially unfavourable to the Company (or Group); and
 e where the instrument will or may be settled in the Company’s own equity instruments, it is either a non-derivative that includes no obligation to deliver 
a variable number of the Company’s own equity instruments or is a derivative that will be settled by the Company exchanging a fixed amount of cash 
or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form 
of the Company’s own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts 
in relation to those shares.
Finance payments associated with financial liabilities are dealt with as part of interest payable and similar charges. Finance payments associated with financial 
instruments that are classified as part of shareholders’ funds are dealt with as appropriations in the reconciliation of movements in shareholders’ funds.
Dividends payable
Dividends payable to the Company’s shareholders are recorded as a liability in the period in which the dividends are approved.
Audit fee disclosures are included on page 34.  51
Financial statements
Annual report and accounts 2015 Superglass Holdings PLC
2 Staff costs
2015 2014
Average number of employees
Administration 2 2
Disclosures regarding Directors’ remuneration, share-based payments and pension entitlements are included on pages 22 and 23.
3 Fixed asset investments
2015 2014
£000 £000
Opening balance at 1 September 401 358
FRS 20 (credit)/charge on equity-based transactions with subsidiary (43) 43
Closing balance at 31 August 358 401
The fixed asset investments in subsidiary companies consist of FRS 20 charges in relation to subsidiary equity-based transactions and an investment of £1 
in 100% of the issued ordinary share capital of Superglass Group Limited, a company incorporated in the United Kingdom, whose principal activity is that 
of a holding company.
4 Debtors
2015 2014
£000 £000
Amounts owed by subsidiary undertakings 23,312 18,186
Prepayments 8 9
23,320 18,195
Amounts owed by subsidiary undertakings are stated net of an impairment provision of £25,411,000 (2014: £25,411,000).
5 Creditors
2015 2014
£000 £000
Accruals and deferred income (due within one year) 39 83
Trade creditors 90 316
129 399
6 Called up share capital
2015 2014
£ £
Allotted, called up and fully paid
155,507,577 ordinary shares of £0.01 each (2014: 28,007,577 ordinary shares of £0.25 each) 1,555,076 7,001,894
30,507,577 deferred shares of £0.24 each 7,321,818 —
50,189,431 deferred shares of £0.19 each 9,535,992 9,535,992
14,985,748 deferred shares of £0.20 each 2,997,150 2,997,150
300,757 convertible shares of £0.25 each (2014: 2,800,757 convertible shares of £0.25 each) 75,189 700,189
21,485,225 20,235,225
Details of changes in the Company’s capital structure are set out in note 20 on pages 44 and 45. 52
Financial statements
Superglass Holdings PLC Annual report and accounts 2015
Notes to the UK GAAP parent company financial statements 
continued
for the year ended 31 August 2015
7 Share premium account
£000
At 31 August 2014 21,786
Ordinary shares issued 5,000
Share issue costs (448)
At 31 August 2015 26,338
Details of changes in the Company’s capital structure are set out in note 20 on pages 44 and 45. 
8 Profit and loss account
£000
At 31 August 2014 (23,823)
Loss for the financial year (445)
At 31 August 2015 (24,268)
9 Reconciliation of movement in shareholders’ funds
2015 2014
£000 £000
Opening shareholders’ funds 18,198 19,035
Loss for the financial year (445) (837)
Issue of share capital 1,250 —
Premium on issue of share capital 5,000 —
Costs of issuing share capital recognised directly in reserves (448) —
Net movement in shareholders’ funds 5,357 (837)
Closing shareholders’ funds 23,555 18,198
10 Dividends
No dividend has been paid or proposed in either of the financial years presented.
11 Contingent liabilities
The Company has given a guarantee and indemnity, in respect of all amounts owed to Close Brothers by certain other Group undertakings in the Superglass Group. 
At 31 August 2015 the potential liability was £1,697,000 (2014: £2,500,000).
The Company entered into financial guarantee contracts to guarantee the indebtedness of other companies within its Group, including guarantees in favour of 
EON plc, energy provider to the Group. The Company considers these to be insurance arrangements and accounts for them as such. In this respect, the Company 
treats the guarantee contract as a contingent liability until such time as it becomes probable that the Company will be required to make a payment under 
the guarantee. At 31 August 2015, the potential liability was £763,000 (2014: £nil).
12 Post-balance sheet events
There are no significant post-balance sheet events. 53
Other information
Annual report and accounts 2015 Superglass Holdings PLC
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about what action you should take, you are recommended 
to seek your own personal financial advice immediately from your stockbroker, solicitor, accountant or other independent financial adviser duly authorised under 
the Financial Services and Markets Act 2000. If you have sold or transferred all of your ordinary shares in Superglass Holdings PLC, you should forward this 
document, together with accompanying documents, to the purchaser or transferee or to the stockbroker, bank or other agent through or to whom the sale 
or transfer was effected, for transmission to the purchaser or transferee.
Directors Registered Office
Mark Cubitt (Chairman)  One London Wall
Ken Munro (Chief Executive Officer)  London
Chris Lea (Finance Director and Company Secretary) EC2Y 5AB
Dear shareholder,
I am writing to inform you that the Annual General Meeting (the “AGM”) of Superglass Holdings PLC (the “Company”) will be held at the offices of Maclay Murray & 
Spens LLP , Quartermile One, 15 Lauriston Place, Edinburgh EH3 9EP on Wednesday 20 January 2016 at 11.00am. The formal Notice of the AGM and resolutions to be 
proposed are set out in this document. As well as the ordinary business of the meeting, three resolutions (numbered 8 to 10) will be proposed as special business.
Resolution 1: Directors’ Report and audited accounts for the year ended 31 August 2015
Shareholders will be asked to receive the Directors’ Report and the Company’s report and accounts for the year ended 31 August 2015.
Resolution 2: Directors’ Remuneration Report
In compliance with the Companies Act 2006, shareholders will be asked to approve the Directors’ Remuneration Report which is contained in the Report and 
Accounts. In line with the relevant legislation, this vote will be in respect of the content of the Directors’ Remuneration Report as a whole, and not specific to 
any Director’s level or terms of remuneration, and will be advisory in nature. No aspect of an individual Director’s entitlement to remuneration is conditional 
upon the passing of this resolution.
Resolutions 3 to 5: Election/re-election of Directors
Each of the Directors of the Company will retire at the AGM and will offer himself for re-election, in the case of Chris Lea, or election, in the case of Mark Cubitt 
and Ken Munro. Brief biographical details of each of the Directors appear on page 15 of the annual report and accounts. 
Resolutions 6 and 7: Auditor
The Company is required, at each general meeting at which accounts are presented, to appoint an auditor to hold office until the conclusion of the next such meeting. 
Resolution 9 authorises the Directors to fix the auditor’s remuneration.
Resolution 8: Authority for Directors to allot shares
The Companies Act 2006 provides that Directors may only allot shares with the authority of shareholders in a general meeting. The authority given to the 
Directors at the last general meeting of the Company held on Wednesday 21 January 2015 (the “Last GM”) to allot unissued shares pursuant to section 551 
of the Companies Act 2006 expires on the conclusion of the AGM.
The guidelines of the Investment Management Association (IMA), which merged with the Association of British Insurers (ABI) in June 2014, on Directors’ 
authority to allot shares state that ABI members will permit, and treat as routine, resolutions seeking authority to allot shares representing up to one-third 
of the issued ordinary share capital and seeking authority to allot an additional one-third of the issued ordinary share capital, provided such additional 
headroom is applied on a fully pre-emptive basis. In light of these guidelines, resolution 8 will be proposed as an ordinary resolution for the renewal of 
the Directors’ general authority to allot shares up to a nominal amount of £518,356, representing approximately one-third of the current issued ordinary 
share capital of the Company, and to allot additional shares up to a nominal amount of £518,356, also representing approximately one-third of the issued 
ordinary share capital of the Company, provided such additional shares are allotted pursuant to a fully pre-emptive rights issue. The Directors have no present 
intention of exercising this authority which, if approved by shareholders, will expire on the conclusion of the AGM of the Company to be held in 2017. 
Letter to shareholders
Other information 54
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Superglass Holdings PLC Annual report and accounts 2015
Letter to shareholders continued
 
Resolution 9: Partial disapplication of pre-emption rights
The Companies Act 2006 provides that any allotment of new shares for cash must be made pro rata to individual shareholders’ existing holdings, unless the 
statutory pre-emption rights are disapplied. The authority given to the Directors at the Last GM disapplying such provisions and allowing them to allot shares 
for cash pursuant to section 570 of the Companies Act 2006 expires on the conclusion of the AGM.
Resolution 9 will be proposed as a special resolution for the renewal of the Directors’ authority to allot equity securities for cash, without first offering them to 
shareholders pro rata to their holdings. This authority facilitates issues made by way of rights to shareholders which are not strictly in accordance with section 561 
of the Companies Act 2006, and authorises other allotments of up to a maximum aggregate nominal amount of £77,754, representing approximately 5% of the 
current issued ordinary share capital of the Company. This authority also allows the Directors, within the same aggregate limit, to sell for cash any shares that 
may be held by the Company in treasury.
It is the Directors’ current intention to adhere to the provisions in the Pre-Emption Group’s Statement of Principles not to allot shares for cash on a non pre-emptive 
basis (other than pursuant to a rights issue or pre-emptive offer) in excess of an amount equal to 7.5% of the total issued share capital of the Company within 
a rolling three-year period without prior consultation with its shareholders.
If approved by shareholders the authority granted under resolution 9 will expire at the conclusion of the AGM of the Company to be held in 2017.
Resolution 10: Purchase of own shares by the Company
Resolution 10 will be proposed as a special resolution for the renewal of the Company’s authority to purchase its own shares in the market during the period 
until the conclusion of the AGM of the Company to be held in 2017. The proposed authority is in respect of up to 15,550,678 ordinary shares, representing 
approximately 10% of the issued ordinary share capital of the Company. The price payable shall not be more than the higher of: (1) 5% above the average price 
of the middle market quotation as derived from the AIM Appendix to the London Stock Exchange Daily Official List for the ordinary shares for the five business 
days before the purchase is made; and (2) the higher of the price of the last independent trade and current independent bid as derived from the AIM Appendix 
to the London Stock Exchange Daily Official List, or less than 1.0p per share (being the nominal value of the shares). If approved by shareholders it is the Directors’ 
current intention only to exercise the authority to purchase the Company’s shares where it would increase the earnings per share of those ordinary shares 
that are not repurchased.
Any authority granted by resolution 10 will only be used if the Directors consider that to do so would be in the best interests of shareholders generally. 
Save to the extent purchased pursuant to the regulations concerning treasury shares, any ordinary shares purchased in this way will be cancelled and 
the number of shares in issue will be accordingly reduced. 
The Company may hold in treasury any of its own ordinary shares purchased pursuant to the relevant regulations and the authority conferred by this 
resolution. This would give the Company the ability to re-issue treasury shares quickly and cost effectively and would provide the Company with greater 
flexibility in the management of its capital base.
Recommendation
The Board considers the resolutions to be proposed at the AGM to be in the best interests of the Company and its shareholders as a whole.
Accordingly, the Directors unanimously recommend that shareholders vote in favour of the proposed resolutions set out in the Notice of AGM on pages 55 
and 56 of this document.
Yours faithfully
Mark Cubitt
Chairman
18 November 2015 55
Other information
Annual report and accounts 2015 Superglass Holdings PLC
Notice of Annual General Meeting
Other information
Notice is hereby given that the AGM of Superglass Holdings PLC will be held at the offices of Maclay Murray & Spens LLP, Quartermile One, 15 Lauriston Place, 
Edinburgh EH3 9EP on Wednesday 20 January 2016 at 11.00am for the following purposes:
Ordinary business
1. To receive the report and accounts for the year ended 31 August 2015 and the Directors’ Report and the auditor’s report thereon.
2. To approve the Directors’ Remuneration Report for the year ended 31 August 2015.
3. To elect Mark Cubitt, who was appointed by the Board since the last AGM of the Company, as a Director of the Company.
4. To elect Ken Munro, who was appointed by the Board since the last AGM of the Company, as a Director of the Company.
5. To re-elect Chris Lea as a Director of the Company.
6.  To re-appoint KPMG LLP as auditor to the Company, to hold office until the conclusion of the next general meeting at which accounts 
are laid before the Company.
7. To authorise the Directors to fix the auditor’s remuneration.
Special business
As special business, to consider and, if thought fit, pass the following resolutions, of which resolution 8 will be proposed as an ordinary resolution 
and resolutions 9 and 10 will be proposed as special resolutions:
8.  That the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (in substitution for any existing 
authority) to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into 
shares in the Company:
 (i) up to an aggregate maximum nominal amount of £518,356; and
 (ii)  comprising equity securities (as defined in the Companies Act 2006) up to a further aggregate maximum nominal amount of £518,356 in connection 
with an offer by way of rights issue,
  provided that such authorities shall (unless renewed, varied or revoked by the Company in a general meeting) expire on the conclusion of the next AGM 
of the Company, but so that the Company may, before such expiry, make an offer or agreement which would or might require such shares to be allotted 
or such rights to be granted after such expiry, and the Directors may allot such shares or grant such rights in pursuance of such offer or agreement 
as if the authority conferred by this resolution had not expired.
  For the purposes of this resolution 8, “rights issue” means an offer to members in proportion (as nearly as practicable) to their existing holdings 
to subscribe for further shares by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before 
payment for the shares is due, but subject to such exclusions or other arrangements as the Directors may consider necessary or expedient in relation 
to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.
9.  That, subject to the passing of resolution 8 above, the Directors be empowered pursuant to sections 570 and 573 of the Companies Act 2006 to allot 
equity securities (as defined in section 560 of the Companies Act 2006) for cash pursuant to the general authority conferred by resolution 8 above and 
sell shares held by the Company as treasury shares for cash, as if section 561 of the Companies Act 2006 did not apply to such allotment or sale, provided 
that this power shall be limited to allotments of equity securities and the sale of treasury shares:
 (i)  in connection with or pursuant to an offer by way of rights, open offer or other pre-emptive offer to the holders of shares in the Company and 
other persons entitled to participate therein in proportion (as nearly as practicable) to their respective holdings, subject to such exclusions or other 
arrangements as the Directors may consider necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, 
regulatory or practical problems in, or under the laws of, any territory; and
 (ii)  otherwise than pursuant to sub-paragraph (i) above, up to an aggregate nominal amount of £77,754 (being approximately 5% of the current 
issued ordinary share capital),
  and such power shall expire on the conclusion of the next AGM of the Company, but so that the Company may before such expiry make an offer or 
agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry, and the Directors may allot 
equity securities or sell treasury shares in pursuance of such offer or agreement as if the power conferred by this resolution had not expired. 56
Other information
Superglass Holdings PLC Annual report and accounts 2015
Special business continued
10.  That the Company be generally and unconditionally authorised, pursuant to article 9 of the Articles of Association of the Company and pursuant 
to section 701 of the Companies Act 2006, to make market purchases (as defined in section 693(4) of the Companies Act 2006) of up to 15,550,678 
ordinary shares of 1.0p each in the capital of the Company (being approximately 10% of the current issued ordinary share capital of the Company) 
on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:
 (i)  the amount paid for each share (exclusive of expenses) shall not be more than the higher of: (1) 5% above the average middle market quotation 
for ordinary shares as derived from the AIM Appendix to the London Stock Exchange Daily Official List for the five business days before the date 
on which the contract for the purchase is made; and (2) an amount equal to the higher of the price of the last independent trade and current 
independent bid as derived from the AIM Appendix to the London Stock Exchange Daily Official List or less than 1.0p per share; and
 (ii)  the authority herein contained shall expire at the conclusion of the next AGM of the Company provided that the Company may, before such expiry, 
make a contract to purchase its own shares which would or might be executed wholly or partly after such expiry, and the Company may make a 
purchase of its own shares in pursuance of such contract as if the authority hereby conferred had not expired.
By order of the Board
Chris Lea Registered Office
Company Secretary One London Wall
 London EC2Y 5AB
Notes
1.  A member entitled to attend and vote at the meeting convened by the notice set out overleaf is entitled to appoint a proxy (or proxies) to attend and to vote in his or her place. 
A proxy need not be a member of the Company.
2.  A form of proxy is enclosed. To be effective it must be deposited at the office of the Company’s registrars, Capita Asset Services, PXS, 34 Beckenham Road, Kent BR3 4ZF, so as 
to be received not later than 11.00am on Monday 18 January 2016 (or, in the case of an adjournment of the AGM, not later than 48 hours before the time fixed for the holding 
of the adjourned meeting (excluding any part of a day that is not a business day)). Completion of the proxy form does not preclude a member from subsequently attending 
and voting at the meeting in person if he or she so wishes.
3.  Copies of the letters of appointment of the Non-executive Directors of the Company will be available for inspection at the registered office of the Company during normal 
business hours (excluding Saturdays, Sundays and public holidays) from the date of this notice until the conclusion of the AGM.
4.  Any member attending the meeting (personally or by proxy) has the right to ask questions. The Company must cause to be answered any such question relating to the business 
being dealt with at the meeting but no such answer need be given if: (1) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential 
information; (2) the answer has already been given on a website in the form of an answer to a question; or (3) it is undesirable in the interests of the Company or the good order 
of the meeting that the question be answered.
5.  In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered on the Company’s register of members not later than 6.00pm 
on 18 January 2016, or, if the meeting is adjourned, shareholders entered on the Company’s register of members at 6.00pm on the day two days prior to the adjourned meeting 
(excluding any part of a day which is not a business day), shall be entitled to attend and vote at the meeting.
6.  CREST members who wish to appoint a proxy (or proxies) by utilising the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof 
by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting 
service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
7.  In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance 
with CREST’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be 
received by the issuer’s agent (RAI0) by the latest time(s) for receipt of proxy appointments specified in note 2 above. For this purpose, the time of receipt will be taken to be the 
time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST 
in the manner prescribed by CREST.
8.  CREST members and, where applicable, their CREST sponsors or voting service providers should note that CREST does not make available special procedures in CREST for any 
particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member 
concerned to take or (if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s)) to procure that his or her CREST 
sponsor or voting service provider(s) take(s) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. 
In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual 
concerning practical limitations of the CREST system and timings.
9. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
10.  Biographical details of each of the Directors, who are being proposed for election/re-election by shareholders, including their respective memberships of Board Committees, 
are set out on page 15.
11.  You must not use any electronic address provided either in the Notice of Meeting or any related documents (including the form of proxy) to communicate with the Company 
for any purposes other than those expressly stated.
12. A copy of this Notice of AGM and other information required by section 311A of the Companies Act 2006 can be found at www.superglass.co.uk.
Notice of Annual General Meeting continued Header Advisers
 
Design Portolio is committed to planting 
trees or every corporate communications 
project, in association with Trees or Cities.
Superglass’ commitment to environmental issues is reflected in this 
annual report which has been printed on Novatech Digital Silk. This is 
an FSC
®
 Mix Certified paper, ensuring that all virgin pulp is derived from 
well-managed forests and other responsible sources.
Registered office
c/o Maclay Murray & Spens LLP
1 London Wall
London EC2Y 5AB
Company registration number
05423253
Auditor
KPMG LLP
20 Castle Terrace
Edinburgh EH1 2EG
Nominated adviser  
and corporate broker
Nplus1 Singer Advisory LLP
1 Bartholomew Lane
London EC2N 2AX
Solicitors
Maclay Murray & Spens LLP
Quartermile One
15 Lauriston Place
Edinburgh EH3 9EP
Registrars
Capita Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Other information Superglass Holdings PLC
Thistle Industrial Estate 
Kerse Road 
Stirling 
Scotland FK7 7QQ
Tel: 01786 451170 
Fax: 01786 465663 
www.superglass.co.uk
Superglass Holdings PLC Annual report and accounts 2015