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Havelock europa plc 
Annu Al RepoR t 2013
5
o
YEARS
CELEBRATING
Havelock Europa PLC was proud to celebrate its 50th anniversary in 2013, 
having started life in 1963, floated on the stock market in the 1980s and 
expanded to our present position as a leading provider of interior solutions 
in the UK and international markets. 
We are looking forward to the opportunities for the business in the next 50 years. 
 from  
 small 
 acorns ...
eric prescott, chief executive 2
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c ontents
Profile  4
Our performance at a glance  5
our Business  
Strategic Report  7
Chairman’s Statement  9
Chief Executive’s Review                                                   17
Finance Director’s Review  23
Corporate Social Responsibility Review                         32
our Governance
Directors’ Report              36
Directors                      42
Corporate Governance             43
Directors’ Remuneration: Voluntary Disclosure          44
Statement of Directors’ Responsibilities           48
Independent Auditor’s Report                   49
Our Financials
Financial Statements  52
Notes to the Financial Statements  57
Five Year Financial Record  97
Notice of Meeting  98 4
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Profile
our strategy and the key to our success is to focus on understanding 
our customers, clearly interpreting their requirements and utilising 
our expertise to deliver creative and innovative solutions.
eric prescott, chief executive
Havelock Europa is an international interior solutions provider operating in 
the retail, education, financial services, accommodation and healthcare sectors. 
Services include interior design, equipment design and manufacture, supply 
and installation, worldwide procurement and turnkey project management. 
 
The Group’s customers are major retailers, banks, construction companies, 
education authorities, NHS trusts and commercial organisations. 5
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Our performance at a glance
* Continuing businesses only. Figures for 2009 and 2010 are derived from published results adjusted to exclude discontinued operations.
 Charts are not shown to scale.
Gross profit margin 
before exceptional costs*
9.0% 11.0% 10.8% 11.2% 12.5%
2009 2010 2011 2012 2013
Net debt  - £m
19.4 19.7 13.7 2.4 0.3
2009 2010 2011 2012 2013
Underlying profit before tax  - £000s*
-5,185 -3,539 -2,922 -515
632 0.7
-9.3
Diluted earnings per share - pence*
-7.5 -6.0 -0.9
2009 2010 2011 2012 2013 2009 2010 2011 2012 2013 6
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our Business
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Strategic r eport
We are pleased to present the Group’s Strategic Report for the year ended 
31 December 2013, which is set out on pages 9 to 33, and provides a comprehensive 
review of the Group’s business model and operations, strategy and performance. 
The Strategic Report incorporates the Chairman’s Statement, Chief Executive’s 
Review, Finance Director’s Review, and Corporate Social Responsibility Review. 
The full contents are set out below;
Chairman’s Statement 9
Chief Executive’s Review 17
Finance Director’s Review 23 
Corporate Social Responsibility Review 32
The Strategic Report was approved by the Board of Directors on 17 April 2014
and signed on its behalf by:
eric prescott, chief executive Grant Findlay, Group Finance Director David MacLellan, Chairman 8
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Chairman’s
Statement
David MacLellan 10
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During the year ended 31 December 2013, 
your Board continued to focus on reducing debt 
and improving efficiencies and I am pleased to report 
that we have made good progress on both fronts.
Eastwood High School
East Renfrewshire, Glasgow 11
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Financial Overview
For the 12 months to 31 December 2013, the Group made a pre-tax profit of £0.6m 
(2012: loss from continuing operations of £0.5m). This turn around to profit was as 
a result of improved gross margins, tighter cost control and lower interest charges. 
However, lower levels of activity in the educational sector resulted in Group revenues 
from continuing operations for the year reducing by 3% to £89.6m (2012: £92.5m).
 
Financial Position
As at 31 December 2013, the Group had net debt of £0.3m (2012: £2.4m). Shareholders’ 
funds increased to £20.5m (2012: £18.0m) resulting in gearing of less than 5% at the 
year end. During the year, as previously announced, we sold Fontana House for a total 
consideration of £1.1m. Fontana House is situated at Letchworth and is occupied by the 
Showcard Print business which we sold in April 2012. The proceeds from the sale of this 
property have further enabled us to reduce debt.
We were delighted to be able to invest £0.7m during the year in a new laser cutting 
machine for the factory which has enabled us to achieve significant productivity 
improvements.
Since 31 December 2009, the Group has reduced its finance facilities from £35m 
to £5.5m. Its bank facility, which has been finalised since the year end, is, with further 
agreed reductions, committed until April 2016.
 
Dividends
No dividend is proposed for this year. When the Group’s profitability has further 
improved, the Board will consider the resumption of dividend payments.
Eastwood High School
East Renfrewshire, Glasgow
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Lasswade High School
Bonnyrigg, Midlothian 14
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Future Strategy
We continue to focus on growing the Interiors business around four main sectors. 
Retail customers now account for 20% of our revenues; the improving sentiment 
in retail has allowed us to diversify our revenue streams and, encouragingly, gain some 
new customers which should bode well for the future. Financial services (mainly banks) 
accounted for 43% of our revenue in 2013 and this continues to be a significant area of 
business for us. Education, which has historically been a significant part of the Interiors 
business, has been subdued over the last year and accounted for 37% of our revenue in 
2013, but there are encouraging signs as evidenced by recently announced government 
spending plans. Finally, we are starting to build a presence in the healthcare market.
We are continuing to grow our overseas retail business and we expect that revenues from 
outside the UK, which amounted to 5% of 2013 revenue, will shortly exceed 10% of our income. 
We continue to concentrate on driving efficiencies through the business and enhancing 
our margins. We intend to support all of this through further investment and will continue 
to offer a full range of services including design, procurement and installation. 
The Board
I am pleased that Andrew Burgess agreed in November 2013 to join the Board as a 
non-executive director. Andrew is our largest shareholder and is committed to the future 
success of the business. He brings with him extensive commercial experience which will 
assist the Company as we look to take it to the next stage of its development.
I would also like to take this opportunity to formally record the Board’s thanks to all of 
our colleagues for their contributions to the improving health of the business. The last 
few years have not been easy and it is gratifying for all of us to be able to report these 
more positive results.
Outlook for 2014
The UK economy is showing signs of recovery and growth and I believe we are now 
well positioned to take advantage of this. Although we are a Scottish based business 
and many of our employees live in Scotland, we have a UK wide customer base and a 
number of overseas customers. It is hoped that the economic recovery (and with it, our 
growth prospects) that is currently taking place across the UK will not be destabilised 
by the outcome of the Referendum on Scottish Independence.
The retail sector in the UK is improving and there are positive signs of renewed consumer 
confidence; this is reflected in our new business wins. Recent announcements of increased 
government spending on education are also encouraging, the results of which will be seen 
in the business in 2015.
The Board is pleased with progress made in both debt reduction and the move into profit 
in 2013 and we look to the future with confidence.
David MacLellan, Chairman 15
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Auchmuty High School
Glenrothes, Fife 16
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Chief
Executive’s
Review
eric prescott 18
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Trading Review   
Interiors
Primark
Zoetermeer, Holland
Operating profit before exceptional costs increased 
from £0.7m in 2012 to £2.1m in 2013, despite a slight 
reduction in revenue from £85.3m to £82.2m. During 
the year, activity in the educational sector reduced as 
projects completed and new funding for developers 
was put in place. Growth in revenue from financial sector 
customers partially offset this and remained strong in 
both branch and office refits, together with rebranding 
programmes. Activity in the retail sector was steady 
and a number of new customer relationships have been 
secured which will allow further scope for growth in the 
future. These included the completion of projects for a 
major UK supermarket chain as well as a retailer primarily 
operating from out of town sites. Both of these represent 
new areas of activity for the business. Overseas revenue 
continues to grow and during the year a contract to 
support all of the Far East activities of a major UK based 
retailer was won. An order to supply equipment sourced 
from China to a large Australian retailer has recently 
been secured, which provides a further increase in our 
footprint and capabilities in the Asia Pacific region.
. 19
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Primark
Vienna, Austria 20
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The increased contribution from the division was a result of improved operational performance 
and efficiencies. The second half of the year benefitted from the investment in the new laser 
cutting machine which was operational from July onwards. This investment amounted to 
£0.7m and was supported by Scottish Enterprise. The first phase of investment in new drawing 
office software was also made in the period and this will improve efficiency as well as provide 
additional benefits to customers.
We intend to maintain the level of investment in the business and are currently finalising 
plans to replace the Group’s main IT systems, which date from the 1990’s and no longer work 
efficiently given the scale of change which has taken place in the Group’s activities since they 
were first installed.
Educational Supplies
Revenue from the educational supplies businesses, Teacherboards and Stage Systems, 
remained steady at £8.7m (2012: £8.8m) despite the run down in activity in this sector, 
which particularly affected Stage Systems. At Teacherboards, Direct to School sales remained 
steady and there was growth in the volume of web based sales, which is expected to become 
an increasing market for this business. Both businesses continue to work closely with the 
Interiors business and will benefit when its pipeline of major project opportunities converts 
to orders in the future. 21
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eric prescott, chief executive
Management and Staff
During the year, the apprenticeship programme, the Havelock Academy, was successfully 
launched and 12 young people have joined the Group in both factory and office training 
schemes. We are continuing with this programme and, in addition, for the first time for a 
number of years, will be launching a graduate recruitment programme to fill vacancies in   
more highly skilled roles.
current Trading and p rospects
We expect a further reduction in the amount of work in the Educational sector in 2014. 
This position will reverse in future years as programmes which have already been announced 
are finalised and orders are placed for their delivery. The level of quotation activity is currently 
very high as a consequence.
With a number of new customers secured in new areas of the retail sector and new wins in 
the financial sector, we view the future with optimism. In the current year, we will secure the 
full benefits from the capital investments made in 2013. We are also finalising plans for further 
investments, all of which offer attractive pay back periods.
Overall, I am encouraged by the trading performance to date and expect to make further 
progress and continue to improve operational efficiency.
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Primark
Vienna, Austria 22
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Finance
Director’s
Review
Grant Findlay 24
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Results for the year and financial position
The Group made a pre-tax profit of £0.6m (2012 -  
continuing businesses: loss of £0.5m). This is the first 
pre-tax profit made by the currently constituted Group 
for some  years. Revenues were slightly reduced at 
£89.6m (2012 - continuing businesses: £92.5m). 
There were no exceptional costs or income.
As a result of this return to profit and a further 
reduction in the pension fund deficit, the Group’s 
net assets increased from £18.0m to £20.5m.
Marks & Spencer
Casablanca, Morocco 25
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Taxation
The Group has not paid any corporation tax on the profits made in the year due to losses 
being brought forward. The reduction in the corporation tax rate has meant that the losses 
brought forward, and carried on the balance sheet as a deferred tax asset, are now worth 
less and the income statement tax charge reflects this.
Cash flow
The Group’s cash flow from operating activities increased and, with continued tight control 
of working capital, resulted in an inflow of £2.7m from operations (2012: outflow of £1.2m). 
Capital expenditure totalled £1.2m and was financed principally through the sale of surplus 
assets, appropriate new finance leases and grant funding.
Net debt and bank facilities
Net debt at 31 December was once again substantially reduced to £0.3m (2012: £2.4m).   
The Group has the support of the following facilities:
– A committed revolving credit facility which is available until 30 April 2016. The amount   
 is currently £5.0m and this reduces by £0.5m on 30 June and 30 September each year.
– Term loans and finance leases supporting specific capital investments which amounted   
 to £0.5m at 31 December 2013. 
Over the last four years, the Group has reduced its facilities from £35m at which they stood 
at 31 December 2009. This has been a major objective of the Group’s strategy and it is 
pleasing to be able to report such a successful outcome.
Marks & Spencer
Casablanca, Morocco
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2009 2010 2011 2012 2013
Net debt  - £m
19.4 19.7 13.7 2.4 0.3 26
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Marks & Spencer
Cheshire Oaks, Cheshire 28
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Going concern accounting basis
The Group’s business activities, together with the factors likely to affect its future development, 
performance and position, are set out in the Chairman’s Statement and Chief Executive’s 
Review on pages 9 and 17. The financial position of the Group, its cash flows and liquidity 
position are set out in the financial statements.
During the year, the Group operated under a bank facility which included a term loan, 
a revolving credit facility, HP finance and an overdraft facility. The overdraft and revolving 
credit facilities have been amended and have now been consolidated into a revolving 
credit facility which is committed until April 2016. As set out in Note 1 (Basis of Preparation), 
the Group expects to be able to comply with the conditions of the Group’s bank facilities 
based on its forecasts.
The directors, therefore, 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 
annual report and accounts.
Principal risks and uncertainties
The Group’s loan facilities contain covenants as to facility to EBITDA, EBIT to interest and cash 
performance. These covenants are tested quarterly and failure to meet these constitutes an 
event of default under the facility agreement, giving the Bank the right to require immediate 
repayment of all amounts loaned. As set out in note 1, the Group’s financial forecasts show 
that these covenants can be met. However, any material disruption to operational and financial 
performance could result in a shortfall against the standard of performance required. The Group 
addresses this risk by detailed monitoring of financial performance and the expected outcome 
for each measurement period.
The Group’s businesses have a strong seasonal element, with a peak of activity in the middle 
and second half of the year. This could result in peak output requirements exceeding the 
available capacity. The Group manages this risk by detailed and regular capacity planning 
reviews, with additional shifts and early production being planned.
Although the Group’s headquarters and manufacturing facility are located in Scotland, 
a significant proportion of its revenue is generated in the rest of the UK and in the EU. 
Consequently, political and constitutional uncertainty in regard to currency and Scotland’s 
relationship with the EU are matters of concern and the business is undertaking analysis 
to identify potential impacts and mitigating actions. 29
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The Group operates in highly competitive markets and deals with major customers who 
increasingly employ procurement strategies designed to ensure that all purchases, and not 
just those of stock items, are acquired at the lowest possible cost. The business is addressing 
this risk by seeking production cost savings including, where appropriate, procurement from 
lower cost overseas suppliers.
The Group is involved as a supplier to major construction projects which can be subject 
to time delays and slippage caused by both commercial and weather-related issues. 
The business addresses this risk by building allowance for slippage into its production 
forecasts and budgets.
The Group undertakes work as a sub-contractor under industry standard written contracts. 
The risks involved in working under such contracts are controlled by the employment of 
qualified and knowledgeable contract managers and quantity surveyors.
The largest element of working capital employed by the Group is trade receivables and 
accrued income. These are subject to credit risk and, as a consequence, the Group employs 
credit insurance to cover the risk on most of its commercial debtors. However, in addition 
to debt owed by the public sector and local government, the Group bears the credit risk 
on a proportion of receivables where its credit insurers are unwilling to provide cover. The 
Group’s procedures require that material uninsured credit limits are approved by the Board. 
The Group also monitors the credit status of its major customers.
Marks & Spencer
Cheshire Oaks, Cheshire 30
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key performance indicators
Havelock Europa’s Board and Group Management monitor a range of financial 
and non-financial indicators, reported on a periodic basis, to measure the Group’s 
performance over time. 
Of these, the key performance indicators (KPIs) are:
Financial 2013 2012
Change in segmental revenue
 Interiors  (4%) 22%
 Educational Supplies  (1%) 12%
Change in segmental result before exceptional costs
 Interiors  190% 185%
 Educational Supplies  (51%) 114%
Change in diluted earnings per
share from continuing operations  178% 85%
Non-financial
Waste to landfill (tonnes per £1m of revenue) (Interiors only) 1.6 3.6
Reportable accidents per 100,000 hours worked  0.06 0.77
Tesco Bank
Corstorphine, Edinburgh 31
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Grant Findlay, Group Finance Director
pension scheme
In the year, the deficit on the Group’s final salary pension fund reduced to £1.3m from £4.6m 
despite adverse movements in the assumptions on bond yields and inflation which impacted 
the discount rates used to calculate the present value of the scheme’s liabilities. A strong 
investment performance as a result of the fund’s relatively high equity exposure more than 
offset these. As a consequence, the Fund’s Trustees and the Board are considering whether 
there is an opportunity to alter the allocation of assets to reduce risk. The closure of the 
scheme to further accrual and the rebasing of all benefits to be based on inflation measured 
by the Consumer Prices Index in previous years means that the opportunities to further control 
the movement of liabilities are currently limited unless conditions in the markets for buying 
out pension liabilities improve.
Tesco Bank
Corstorphine, Edinburgh 32
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Corporate Social Responsibility Review
It is the Group’s objective to conduct its business in 
a manner that is based on the highest standards of 
ethics and integrity and in a manner which minimises the 
impact of its operations on society and the environment. 
Compliance with regulations is merely the baseline from 
which the Group starts - the Group aspires to excellence. 
To this end, the Group has developed its policies, 
management focus and partnerships with key stakeholders 
to ensure a culture of progressive improvements in the key 
areas of the environment, health & safety, business ethics, 
employees and community.
The Board takes account of the significance of 
environmental, social and governance matters to the 
Group as part of the regular risk assessment process.
The environment
The Group’s approach to minimising the impact of its operations on the environment is 
articulated in the Group Environmental Policy. Our primary aim is to enhance sustainability 
and to reduce the Group’s carbon footprint through focus on the key areas of greenhouse 
gas emissions, waste reduction and energy reduction.
Delivery of the Group’s environmental programme is assured through accreditation 
to environmental management standard ISO14001.
Sustainability
Protecting the earth’s resources for the benefit of future generations is seen as a key part of the 
Group’s social responsibility. The Group therefore strives to ensure that all key raw materials are 
procured from sustainable or recycled sources. The use of sustainable and recyclable materials is 
an explicit part of the design risk assessment process incorporated into all product development. 
The Group’s commitment to the environment permeates through the supply chain. Sustainability 
is a key criterion in vendor selection and appointment. The Group achieved certification by the 
Forest Stewardship Council (FSC) and the Programme for the Endorsement of Forest Certification 
(PEFC) in 2009. Both organisations promote responsible forestry throughout the world.
TSB
Charing Cross, Glasgow 33
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Health and safety
Health and safety is given the highest priority within the Group. The Group’s policy on health and safety and how this 
is to be achieved and monitored is set out in the Group Health and Safety Framework. This includes 12 standards for 
the management of health and safety, with which all Group businesses must comply and which serve as the basis for 
continuous improvement plans for health and safety.
The Group Chief Executive is designated as the director responsible for health and safety. All businesses are required 
to maintain a health and safety committee and to hold monthly meetings involving members of the committee and 
senior managers. The Group Chief Executive and Managing Directors hold annual formal safety reviews, with appropriate 
consultation and follow up procedures for corrective action.
It is intended that employees should work in an environment where there are adequate resources and advice to ensure 
a safe working environment, safe systems of work and information and training to improve the safety of employees. 
Each business employs a Health and Safety representative to ensure that there are effective monitoring systems in place 
to identify and eliminate health and safety risks.
The Board regards health and safety as a key priority and receives a monthly report from the Chief Executive on health 
and safety throughout the Group, with information on major and minor accidents, working days lost, remedial action 
taken and any other health and safety matters. The key measure of Group safety performance is the rate of HSE reportable 
accidents per 100,000 hours worked.
Business ethics
It is Group policy to procure goods and services in an ethical and transparent manner in accordance with the Group’s 
Purchasing Ethics Statement. This statement provides that suppliers’ confidential information will not be disclosed, that 
suppliers should be treated fairly at all stages of the procurement process and that corruption will not be tolerated.
Suppliers are expected to show high standards of business ethics in their trading with the Group and in their own activities. 
Suppliers are required to act responsibly towards their own employees, to avoid forced or child labour, to protect the 
environment and to display the highest standards of health and safety. Suppliers are assessed on their conformance to 
these standards and, in the event of non-conformance, the Group either works with the supplier to ensure conformance 
or gives notice of its intention to cease trading with the supplier.
Further guidance to employees on the ethical conduct of business is provided in the Group Staff Handbook and the Group 
Commercial Policy. These cover issues such as equal opportunities, whistle-blowing, corporate hospitality and gifts, access 
to personal data, and client entertainment.
Employees
The Group provides equal opportunity for employment, training, career development and promotion regardless of sex, 
age, race, religion, ethnic origin or sexual orientation. The Group encourages the employment of disabled people whenever 
suitable vacancies are available, and will make appropriate arrangements to provide reasonable adjustments should a 
member of staff become disabled during the course of their employment.
The Group runs an educational support programme, as well as an internal training programme, which encourages staff 
to study for formal qualifications to enhance their career and skills in their role. We believe that training and development, 
both internal and external, are invaluable in attracting and developing the best people for the Group.
We have developed a comprehensive Group communication programme, which has been rolled out throughout the 
business. This programme includes a staff consultation forum, an intranet and regular briefings. This enables us to 
communicate with all of our staff in whichever way they find most effective.
c ommunity
The Group makes donations to charities, particularly those involving children, in the local communities in which its various 
businesses are situated. The Group also encourages employees to support local charities and provides financial and other 
support to any such initiatives.
A Charitable Fund Raising Committee has been established to co-ordinate fund raising activities and agree which 
organisations should benefit from funds raised through specific fund raising activities and the staff ‘Saving from 
Source’ scheme. 34
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our Governance 36
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Directors’ Report
The directors submit their annual report and the financial 
statements for the year ended 31 December 2013.
Results
The profit after tax was £283,000 (2012: £8,061,000). No dividend will be paid for 2013. 
c orporate governance
The Group’s statement on corporate governance can be found on page 43.
Substantial shareholdings
At 13 March 2014, the Company was aware of the following interests in 3% or more 
of the issued ordinary share capital:
  No. of Ordinary Shares %
Mr Andrew Burgess 8,550,000 22.2
Clayhill Overseas 3,450,000 9.0
TD Waterhouse, Stockbrokers 1,753,508 4.6
Barclays, Stockbrokers 1,508,298 3.9
Halifax Sharedealing 1,307,881 3.4
Marlborough Nano-Cap Growth Fund 1,250,000 3.2
Havelock Europa Employee Share Trust 1,224,929 3.2
Mr Robert E Patterson 1,185,000 3.1
Directors
The current directors of the Company are:
David MacLellan, non-executive Chairman
Eric Prescott, Chief Executive
Grant Findlay, Finance Director
Andrew Burgess, non-executive – appointed 18 November 2013
Alastair Kerr, non-executive
Richard Sweetman, non-executive
At the forthcoming Annual General Meeting, Eric Prescott and Richard Sweetman retire 
by rotation and, being eligible, offer themselves for re-election.
Andrew Burgess, who was appointed since the last Annual General Meeting, is required 
by the Articles of Association to retire and, being eligible, offers himself for election.
Apart from their service contracts and their interests in the liability insurance taken out by the 
Company for directors and officers, no director is, or was, during the year materially interested 
in any contract of significance with the Company or any of its subsidiaries. The directors’ interests 
in the shares of the Company are set out in the Directors’ Remuneration section on page 44. 37
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Employees
The average number of employees and details of employment costs are set out in note 5 to the 
financial statements.
The Group gives full and fair consideration to applications for employment made by disabled 
persons, continues where possible the employment of persons who become disabled while 
they are with the Group, and ensures suitable training, career development and opportunities 
for the promotion of disabled persons employed by it. The Group is committed to the 
“Positive about Disabled” scheme.
The directors are committed to effective communication with employees at all levels through 
regular meetings, notice-board bulletins and circulars. The directors inform all employees of 
the Group’s performance and of the financial and economic factors affecting that performance 
on a six-monthly basis.
The Group operates executive and savings-related share option schemes.
Health and Safety
The directors recognise the importance of ensuring that employees and others are not exposed 
to risks to their health and safety. Health and safety at work is a core value in the Group and the 
directors strive to comply with both the spirit and the letter of the legislation in this area. The 
directors are committed to the provision of appropriate instruction, training, refresher training 
and supervision in order to maintain and improve the competence levels of all employees 
at the Group’s offices, factories and plants in health and safety matters. Rigorous standards 
of health and safety at work are also imposed on the Group’s external sites. Each year, the 
directors endorse the Group Health and Safety at Work Policy, which is reviewed regularly to 
incorporate changes in legislation. The director with overall responsibility for health and safety 
at work is Eric Prescott, Group Chief Executive.
Payment to suppliers
It is the Group’s policy to agree terms and conditions for its business transactions with 
suppliers. Although the Group does not follow any code or standard on payment practice, 
payment is made on the agreed terms, subject to the terms and conditions being met by 
the suppliers. At the year-end, the amount owed to suppliers by the Group was equivalent 
to 32 days of purchases from suppliers (2012: 52 days). The corresponding figure for the 
Company was 31 days (2012: 52 days).
Material contracts with suppliers
The Group employs a wide variety of suppliers across the business units. There are no 
contracts with individual suppliers which are material to the continuation of the Group’s 
business activities.
Financial risk management
The Group’s policy is to minimise the use of complex financial instruments. Within this  
framework, specific consideration is given to managing foreign currency risk through forward 
contracts where there is significant potential exposure. Consideration is also given to managing 
interest rate risk through relevant interest rate caps and options. 38
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Directors’ indemnification
The Company maintains Directors’ and Officers’ Liability insurance.
auditor
KPMG Audit Plc has informed the Company that they have initiated a process to streamline 
their two registered audit firms (KPMG Audit Plc and KPMG LLP). As such, KPMG Audit Plc 
has notified the Company that they are not seeking re-appointment. Consequently, the Audit 
Committee has recommended, and the Board has approved, the resolution to appoint KPMG 
LLP as Auditor of the Company and its subsidiaries, and to authorise the Directors to fix their 
remuneration, which will be proposed at the forthcoming AGM.
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 are each aware, there is no relevant audit information of which the Company’s 
auditor is unaware.
Halifax
Chelmsley Wood, Birmingham 39
Havelock europa plc 
Annu Al RepoR t 2013
Authority to allot shares and disapplication of pre-emption rights
Resolution 6 is proposed to renew the authority granted to the directors at the Annual General 
Meeting of the Company held on 27 June 2013 to allot the unissued shares in the capital of the 
Company up to a nominal amount of £1,284,402, being 12,844,016 shares of 10p each. This 
represents 33.3% of the issued share capital at the date of this notice. At present, the directors 
intend exercising such authority only in order to issue shares under the terms of the Company’s 
share option schemes.
Section 561 of the Companies Act 2006 imposes restrictions on the issue of equity securities 
(as defined in the Companies Act 2006, which include the Company’s ordinary shares) which 
are, or are to be, paid up wholly in cash and not first offered to existing shareholders.
Resolution 7 is proposed to renew the authority granted to the directors at the Annual 
General Meeting held on 27 June 2013 to allot for cash ordinary shares up to a nominal value 
not exceeding £192,660 (being 1,926,602 shares of 10p each, which represents 5% of the 
issued share capital of the Company) without first offering such shares to existing ordinary 
shareholders. This resolution also empowers the directors to deal with fractional entitlements 
and any overseas legal issues arising on a rights issue. Resolution 7 is conditional upon 
Resolution 6 being passed and is a Special Resolution.
The authority under Resolutions 6 and 7 extends only until the date of the Annual General 
Meeting for 2015 or 30 June 2015, whichever comes first.
Authority to purchase own shares
Resolution 8 is proposed to renew the authority for the Company granted at the Annual 
General Meeting on 27 June 2013 to purchase its own shares and specifies the maximum 
number of shares of 10p each which may be acquired (3,853,205 being approximately 10% 
of the Company’s issued ordinary share capital as at the date of this report) and the maximum 
(the higher of 105% of the 5 day average middle market price and the last independent trade 
or bid) and minimum (the nominal value) prices at which shares may be bought. The directors 
intend to exercise this power only if, in light of market conditions prevailing at the time, 
they believe that the effect of such purchases will be to increase earnings per share and they 
will also have regard to whether, at the time, this represents the best use of the Company’s 
resources and is in the best interests of the shareholders generally. Any shares purchased 
in this way will either be cancelled and the number of shares in issue reduced accordingly, 
or else held in treasury. In total there are options outstanding over 266,582 ordinary shares; 
they represent 0.7% of the current issued share capital and would represent 0.8% of the issued 
share capital if the full buy back authority was used and the shares so acquired cancelled. 
The proposed authority, if granted, will expire at the earlier of the next Annual General Meeting 
of the Company or 18 months from the date of passing of the resolution.
On behalf of the Board
Eric Prescott, Chief Executive
17 April 2014
i2 Mansfield, Hamilton Court, 
Hamilton Way, Oakham Business Park,
Mansfield, Nottinghamshire, NG18 5FB 
Company Registered in England No 782546 40
Havelock europa plc 
Annu Al RepoR t 2013
40
Havelock europa plc 
Annu Al RepoR t 2013 41
Havelock europa plc 
Annu Al RepoR t 2013
Non Executive
Directors
Alastair Kerr
Richard Sweetman
Andrew Burgess 42
Havelock europa plc 
Annu Al RepoR t 2013
David MacLellan, Chairman
Appointed 28 June 2012. Appointed a Non-executive Director in August 2010 and Chairman 
in June 2012. Member of the Institute of Chartered Accountants of Scotland. Chairman and 
Managing Partner of RJD Partners, a mid-market private equity business which he founded 
in 2001. Previously Group Managing Director of Murray Johnstone, which was acquired by 
Aberdeen Asset Management in 2000. Currently Deputy Chairman of John Laing Infrastructure 
Fund, a Non-executive Director of Maven Income and Growth VCT 2 and a Trustee of 
Sir William Burrell’s Trust. *†
eric prescott, Chief Executive
Appointed in September 2010. Formerly UK President and Managing Director of Alstom 
Transport and Managing Director of Balfour Beatty Rail Infrastructure Services. Before joining 
Havelock Europa, he was Chief Executive of Leonard Cheshire Disability.†
Grant Findlay, Finance Director
Appointed in November 2005. Formerly Finance Director of Findel Education Ltd and 
previously Group Finance Director of Charles Sidney plc, TIP Europe plc and Continuous 
Stationery plc.
Alastair Kerr, Non-executive Director
Appointed in September 2012. Chairman of the Remuneration Committee. Formerly Managing 
Director of EMEA at the Body Shop International PLC, where he remains a Trustee of the Body 
Shop Foundation. Currently a Non-executive Director at White Stuff Limited, Non-executive 
Director and Chairman of the Remuneration Committee at Fuller, Smith and Turner PLC, 
Senior Independent Director and Chairman of the Remuneration Committee at Alliance 
Trust PLC, Chairman of Drilton Limited and, most recently, appointed Chairman of Arran 
Aromatics Limited. He is also a Public Member of Network Rail.*†
Richard Sweetman, Non-executive Director
Appointed in September 2010. Fellow of the Institute of Chartered Accountants of England 
and Wales. Chairman of the Audit Committee. Formerly a Partner in Ernst & Young and 
its predecessor firms. Currently a member of Court of Edinburgh Napier University and 
Chairman of the RS MacDonald Charitable Trust. *†
Andrew Burgess, Non-executive Director
Appointed in November 2013. Previously Finance Director at Paragon Print & Packaging Ltd 
and currently a Non-executive Director at G J Design Ltd and Equator (GJ) Ltd. *†
*Member of the Audit Committee and Remuneration Committee
†Member of the Nomination Committee 43
Havelock europa plc 
Annu Al RepoR t 2013
The Board of the Company is committed to appropriate 
standards of corporate governance as an important part of 
managing the Company and its subsidiaries for the long-term 
benefit of shareholders. The Company’s policies of governance are 
monitored to ensure that they are appropriate to the Company’s 
nature, status, size and circumstances, and are explained below.
Internal control
The Board of Directors is responsible for the Company’s system of internal control; sets appropriate policies on internal 
control; seeks regular assurances that enable it to satisfy itself that the system is functioning effectively; and ensures that the 
system of internal control is effective in managing risks in the manner which it has approved. The system of internal control 
has been in place throughout the year and continues to be in place at the date of this statement. However, such a system 
of internal control is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can 
provide only reasonable, but not absolute, assurance against material mis-statement or loss. The directors have continued to 
review the effectiveness of the Group’s system of financial and non-financial controls, including operational and compliance 
controls, risk management and the Group’s high-level internal control arrangements. These reviews have included reports 
from the out-sourced Internal Audit function. Reports have also been received from the external auditor on matters identified 
in the course of its statutory audit work, although the external auditor considers internal control only to the extent necessary 
to form an opinion on the truth and fairness of the financial statements.
risk management
The Group views the careful management of business risk as a key management activity. The Board believes that 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 the controls that are applied to it.
Each business within the Group maintains a risk register which is regularly reviewed and updated as part of the management 
process. This takes account of the impact and likelihood of specific risks affecting that business unit and arrives at a score for 
“gross” risk, in addition to mitigating actions designed to reduce the potential effect of an identified risk to an acceptable 
level. The regular review includes an assessment of progress made in carrying out the mitigating actions and provides a 
basis for planning further action.
The individual business unit risk registers are reviewed at Group level where a separate risk register is maintained which 
includes all risks from business units which are material in the context of the Group as opposed to the individual units 
themselves. The Board reviews the assessment of risk on a half yearly basis. The principal risks and uncertainties to which 
the Group is subject are set out as part of the Finance Director’s Review on page 23.
Takeover directive
The Articles of Association of the Company set out the rules for the appointment and replacement of directors. Directors 
may be appointed by the Board, in which case the director is subject to retirement at the next Annual General Meeting. 
No person other than a retiring director may be appointed at any general meeting unless recommended by the directors 
or prior notice has been given to the Company Secretary.
Each director must retire and be proposed for reappointment at every third Annual General Meeting. Any director may 
be removed by Ordinary Resolution.
The powers of the directors to issue shares are governed by resolutions 6 and 7 proposed at the Annual General Meeting 
under sections 551 and 570/573 of the Companies Act 2006. The Company has the power to buy back its own shares. 
A resolution to renew this power will be put to the Annual General Meeting.
The Company’s bank facilities with Bank of Scotland plc include a provision for those facilities to end in the event that a 
shareholder or group acting in concert who were not shareholders at 28 April 2010 acquires more than 50% of the share 
capital or if a shareholder acquires the ability to control the composition of the Board. There are no other significant 
agreements with change of control or similar clauses.
Corporate Governance 44
Havelock europa plc 
Annu Al RepoR t 2013
The remuneration policy is set by the Board and is described 
below. Individual remuneration packages are determined by 
the Remuneration Committee within the framework of this policy. 
Directors who were members of the Remuneration Committee 
during the year were Alastair Kerr (Chairman), David MacLellan, 
Richard Sweetman and Andrew Burgess (since 18 November 2013). 
The Remuneration Committee has access to independent advice 
where it considers it appropriate.
Remuneration policy
The objective of the executive remuneration policy is to align individual reward and incentives directly with the 
performance of the Group and hence with the interests of shareholders and improving total shareholder return. It is 
the aim of the Committee to reward directors competitively using the broad principle that their remuneration should 
be based around the remuneration levels paid to senior managers in comparable public companies. The remuneration 
for executive directors is linked to performance through the provision of performance-related annual bonuses, long term 
incentives and share options. The Remuneration Committee also takes account of the pay and employment conditions 
of other employees of the Group when setting the terms and conditions of the executive directors’ remuneration and 
employment conditions. The remuneration for non-executive directors reflects the responsibilities, commitment and 
time required to carry out their role.
Service contracts 
The Company has service contracts with its executive directors. It is Company policy that such contracts should contain 
notice periods of not more than 12 months. Service contracts do not include any provision for compensation for loss of 
office other than the notice periods as set out below. There are no provisions providing for compensation in the event 
of a takeover bid. Service contracts are not for fixed periods of time. 
Details of the directors’ service agreements with the Company are as follows: 
  Notice of Termination
  By the  By the 
  Group  Director 
  (Months)  (Months) 
Eric Prescott  12  6 
Grant Findlay  12  6
Andrew Burgess, Alastair Kerr, David MacLellan and Richard Sweetman do not have service agreements.
Directors’ Remuneration: Voluntary Disclosure 45
Havelock europa plc 
Annu Al RepoR t 2013
Details of individual emoluments
The emoluments in respect of qualifying services of each person who served as a director during the year were as follows:
Directors’ remuneration (£000)
 	 	 Salary 		 	 Benefits
   and fees in kind T otal Pension contributions
     
     Note (c)  2013  2012  2013  2012 
Executives
Eric Prescott (a)    218 1  219  325  28  28 
Grant Findlay (b)    147 1  148  211  41  41
   365 2  367  536  69  69
Non-Executives
David MacLellan (Chairman)    55  -  55  40  -  - 
Alastair Kerr (appointed 1 September 2012)   30  -  30  10  -  - 
Richard Sweetman    30  -  30  28  -  - 
Andrew Burgess (appointed 18 November 2013)    3  -  3  -  -  - 
Malcolm Gourlay (resigned 28 June 2012)    -  -  -  33  -  -
   118  -  118  111  -  -
   483 2  485  647  69  69
Notes:
a)  Salary includes payment of a non-pensionable car allowance of £12,000 (2012: £12,000) in lieu of a fully 
 expensed car provided by the Company and a non-pensionable travel allowance of £16,000 (2012: £16,000).
b)  Salary includes payment of a non-pensionable car allowance of £12,000 (2012: £12,000) in lieu of a fully 
 expensed car provided by the Company and a non-pensionable travel allowance of £9,000 (2012: £9,000).
c)  The principal benefits provided were life and medical insurance for Eric Prescott and Grant Findlay.
pensions 
The Company contributed during the year to personal pension schemes in respect of Eric Prescott and Grant Findlay.
Directors’ Remuneration: Voluntary Disclosure 46
Havelock europa plc 
Annu Al RepoR t 2013
Share option schemes
The Company operates both executive and save-as-you-earn share option schemes. On 24 June 2005, members approved the 
introduction of new executive and save-as-you-earn schemes, since the schemes approved by shareholders in 1994 terminated 
in 2004 at the end of their agreed term. Both the old and the new option schemes are subject to performance targets set by the 
Remuneration Committee and these must be achieved before options can be exercised. 
Details of options held by directors are set out below. 
By Director
 At    At  Exercise  Date  Expiry
 1.1.2013  Granted  Lapsed  31.12.2013  price pence  exercisable  date
Eric Prescott  300,000  -  (300,000)  -  10  05.10.2013  04.10.2020 
 300,000  -  (300,000)  -    
Grant Findlay  57,250  -  -  57,250†  131  23.11.2008  22.11.2015 
 30,000  -  -  30,000†  159  13.04.2009  12.04.2016 
 
 87,250  -  -  87,250 
T otal  387,250  -  (300,000)  87,250
Directors’ Remuneration: Voluntary Disclosure
No options have been granted or exercised since 31 December 2013.
Summary by exercise price
 At   At 
 31.12.2013   31.12.2012
10p†  -   300,000 
131p†  57,250   57,250 
159p†  30,000   30,000 
 87,250   387,250
† 2005 Executive Scheme
The average price of the shares in 2013 was 16.1p.
Long Term Incentive Plan
The Long Term Incentive Plan provides for annual provisional grants of shares to senior executives of up to 100% of salary. 
These awards will vest dependent on the performance of the Group over three financial years. The shares which vest are transferred 
to the senior executive at nil cost by the trustee of the Havelock Europa PLC Employee Share Trust (EST), established in 1995. 
Awards of shares which crystallise will be met by the EST, which will continue to be funded by the Company and which, where possible, 
will buy shares in the market. 47
Havelock europa plc 
Annu Al RepoR t 2013
Directors’ Remuneration: Voluntary Disclosure
Details of the conditional awards made under the plan are as follows:
   Provisional 
 Interest at   awards Interest at Period of 
 31 December  Awards during 31 December  qualifying 
 2012 lapsed  the year 2013  conditions
Eric Prescott  530,000  -  -  530,000  2012-2014
 -  -  530,000  530,000  2013-2015
Grant Findlay  320,000  -  -  320,000  2012-2014
 850,000  530,000  1,380,000
Directors’ beneficial interests
The beneficial interests of the directors (including their families’ interests) at the year end, other than in share options, in the Ordinary 
Shares of the Company were as follows:
 17 April 2014 31 December 2013  31 December 2012
   (or date of 
   appointment)
Andrew Burgess (appointed 18 November 2013)  8,550,000  9,800,000  9,800,000
Alastair Kerr  99,958  99,958  99,958
Eric Prescott  100,000  100,000  100,000
David MacLellan  100,000  100,000  100,000
Richard Sweetman  125,000  125,000  125,000
Grant Findlay  93,325  93,325  93,325
External directorships
The executive directors’ service agreements require them to devote the whole of their time to their duties with the Group. 
The Remuneration Committee considers, however, that it can be to the benefit of the Group for external directorships to 
be held by executive directors, providing that this does not impact adversely on their duties. 48
Havelock europa plc 
Annu Al RepoR t 2013
Statement of Directors’ Responsibilities in respect 
of the Annual Report and the Financial Statements
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 on the same basis.
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:
–  select suitable accounting policies and then apply them consistently; 
–  make judgements and estimates that are reasonable and prudent; 
–  state whether they have been prepared in accordance with IFRSs as adopted by the EU; and 
–  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.
Responsibility Statement in respect of the Annual Report
On behalf of the directors of the company we confirm that to the best of our knowledge:
–  The financial statements, prepared in accordance with the applicable set of accounting standards, give a true and 
 fair  view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included 
 in the consolidation as a whole.
–  The Strategic Report includes a fair review of the development and performance of the business and the position 
 of the company and the undertakings included in the consolidation taken as a whole, together with a description 
 of the principal risks and uncertainties that they face.
Eric Prescott 
Chief Executive
Grant Findlay 
Finance Director
17 April 2014
Statement of Directors’ Responsibilities 49
Havelock europa plc 
Annu Al RepoR t 2013
Independent Auditor’s Report to the Members of Havelock Europa plc
We have audited the financial statements of Havelock Europa PLC for the year ended 31 December 2013 set out on pages 52 to 94. 
The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting 
Standards (IFRSs) as adopted by the EU and, as regards the parent company financial statements, as applied in accordance with the 
provisions of the Companies Act 2006.
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 48, 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: 
– 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 December 2013 and of the group’s profit for the year then ended; 
– the group financial statements have been properly prepared in accordance with IFRSs as adopted by the EU; 
– the parent company financial statements have been properly prepared in accordance with IFRSs 
 as adopted by the EU and as applied in accordance with the provisions of the Companies Act 2006; 
– 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:
– 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 
– the parent company financial statements are not in agreement with the accounting records and returns; or 
– certain disclosures of directors’ remuneration specified by law are not made; or 
– we have not received all the information and explanations we require for our audit.
Hugh Harvie, Senior Statutory Auditor
for and on behalf of KPMG Audit Plc, Statutory Auditor 
Chartered Accountants 
191 West George Street 
Glasgow G2 2LJ 
17 April 2014
Independent Auditor’s Report 50
Havelock europa plc 
Annu Al RepoR t 2013
50
Havelock europa plc 
Annu Al RepoR t 2013 51
Havelock europa plc 
Annu Al RepoR t 2013
51
Havelock europa plc 
Annu Al RepoR t 2013
Our Financials 52
Havelock europa plc 
Annu Al RepoR t 2013
for the year ended 31 December 2013
      Result before
    Continuing  exceptional   
    operations Discontinued costs  Exceptional Total  
    (restated)  activities (restated) costs (restated)
 
   2013 2012 2012 2012 2012 2012
  Note £000 £000 £000 £000 £000 £000
 
Revenue  2 89,590 92,462 8,316 100,778 - 100,778
Cost of sales   (78,406) (82,112) (5,403) (87,515) - (87,515)
Gr oss 	 pr ofit   11,184 10,350 2,913 13,263 - 13,263
Administrative expenses   (10,065) (10,107) (2,047) (12,154) (349) (12,503)
Oper a ting 	 pr ofit/(loss)   1,119 243 866 1,109 (349) 760
Net finance costs  6 (487) (758) - (758) - (758)
P r ofit/(loss) 	 befor e 	 income 	 tax   632 (515) 866 351 (349) 2
Income tax (charge)/credit  7 (349) 170 (212) (42) 85 43
Profit/(loss) after income tax   283 (345) 654 309 (264) 45
Gain on disposal of discontinued 
activities net of tax  13 - - 8,016 8,016 - 8,016
P r ofit/(loss) 	 for 	 the 	 ye ar 	 (a t tributable 	
to equity holders of the parent)   283 (345) 8,670 8,325 (264) 8,061
Basic earnings per share  23 0.8p     21.6p
Diluted earnings per share  23 0.7p     21.0p
Basic earnings/(loss) per share 
– continuing operations (adjusted)  23 0.8p     (0.9p)
Diluted earnings/(loss) per share 
– continuing operations (adjusted)  23 0.7p     (0.9p)
The results for the year ended 31 December 2012 have been restated in accordance with the requirements of IAS 19 (Revised) – see note 1.
Consolidated Income Statement 53
Havelock europa plc 
Annu Al RepoR t 2013
for the year ended 31 December 2013
   Group
   2013 2012
  Note £000 £000
    (restated
    – note 1)
P r ofit 	 for 	 the 	 ye ar   283 8,061
Items 	 tha t 	 will 	 not 	 be 	 r eclassified 	 to 	 pr ofit 	 or 	 loss 	
Remeasurement of defined benefit pension scheme  19 2,796 (860)
Tax on items taken directly to equity  12 (698) 116
Other comprehensive income net of tax   2,098 (744)
T otal comprehensive income (attributable
 to equity holders of the parent)   2,381 7,317
Consolidated Statement of Comprehensive Income 54
Havelock europa plc 
Annu Al RepoR t 2013
Balance Sheets
as at 31 December 2013
 Group Company
   2013 2012 2013 2012
  Note £000 £000 £000 £000
Assets
Non-current assets
Property, plant and equipment  9 5,012 5,462 4,904 5,325
Intangible assets  10 7,835 8,009 4,732 4,787
Investment in subsidiaries  11 - - 12,231 12,231
Deferred tax assets  12 1,167 2,315 1,182 2,308
T otal non-current assets   14,014 15,786 23,049 24,651
Current assets
Inventories  14 10,827 11,926 9,893 11,001
Trade and other receivables  15 13,289 20,918 12,339 20,153
Cash and cash equivalents  16 4,122 3,289 1,016 554
T otal current assets   28,238 36,133 23,248 31,708
T otal assets   42,252 51,919 46,297 56,359
Liabilities
Current liabilities
Interest-bearing loans and borrowings  17 (1,237) (1,000) (1,237) (1,000)
Trade and other payables  18 (15,969) (23,321) (20,326) (27,910)
T otal current liabilities   (17,206) (24,321) (21,563) (28,910)
Non-current liabilities
Interest-bearing loans and borrowings  17 (3,159) (4,736) (3,159) (4,736)
Retirement benefit obligations  19 (1,345) (4,638) (1,345) (4,638)
Deferred tax liabilities  12 (73) (174) (89) (184)
T otal non-current liabilities   (4,577) (9,548) (4,593) ( 9,558)
T otal liabilities   (21,783) (33,869) (26,156) (38,468)
Net assets   20,469 18,050 20,141 17,891
Equity
Issued share capital   3,853 3,853 3,853 3,853
Share premium   7,013 7,013 7,013 7,013
Other reserves   3,178 3,178 3,178 3,178
Revenue reserves   6,425 4,006 6,097 3,847
T otal equity attributable to equity holders of the parent   20,469 18,050 20,141 17,891
These financial statements were approved by the Board of Directors on 17 April 2014 and were signed on its behalf by:
Eric Prescott, Director
Grant Findlay, Director 55
Havelock europa plc 
Annu Al RepoR t 2013
for the year ended 31 December 2013
Cash Flow Statements
 Group Company
   2013 2012 2013 2012 
  Note £000 £000 £000 £000
    (restated   (restated
    – note 1)   – note 1)
C ash 	 flows 	 fr om 	 oper a ting 	 activities
Profit for the year   283 8,061 114 7,953
Adjustments for:
Depreciation of property, plant and equipment  9 633 698 590 644
Amortisation of intangible assets  10 222 314 92 174
Gain on sale of property, plant and equipment   (116) - (116) -
Gain on disposal of subsidiary  13 - (50) - (409)
Gain on sale of assets held for sale  13 - (7,966) - (7,966)
Net financing costs  6 487 758 507 778
Pension scheme expenses in excess of contributions   12 13 12 13
IFRS 2 charge and net movements relating 
to equity- settled plans   38 15 38 15
Income tax charge/(credit)  7 349 (43) 258 (209)
Oper a ting 	 cash 	 flows 	 befor e 	 changes 	
in working capital and provisions   1,908 1,800 1,495 993
Decrease/(increase) in trade and other receivables   7,629 (3,252) 7,814 (3,521)
Decrease/(increase) in inventories   1,099 (4,195) 1,108 (4,227)
(Decrease)/increase in trade and other payables   (7,215) 4,948 (7,372) 5,323
Dividend received from subsidiary   - - - 784
Cash contributions to defined benefit pension scheme   (685) (500) (685) (500)
C ash 	 fr om/(used 	 in) 	 oper a tions   2,736 (1,199) 2,360 (1,148)
Interest paid   (448) (532) (468) (532)
Net 	 cash 	 fr om/(used 	 in) 	 oper a ting 	 activities   2,288 (1,731) 1,892 (1,680)
C ash 	 flows 	 fr om 	 investing 	 activities
Net proceeds from sale of property, plant and equipment  1,086 - 1,086 -
Net proceeds from sale of assets held for sale  13 - 12,875 - 12,875
Net proceeds from sale of subsidiary  13 - 563 - 422
Acquisition of property, plant and equipment   (1,153) (148) (1,139) (127)
New finance leases   427 - 427 -
Acquisition of intangible assets   (48) (185) (37) (162)
Net cash from investing activities   312 13,105 337 13,008
C ash 	 flows 	 fr om 	 financing 	 activities
New bank loans   - 6,250 - 6,250
Repayment of bank borrowings   (1,713) (21,243) (1,713) (21,243)
Repayment of finance lease/HP liabilities   (54) (749) (54) (749)
Net 	 cash 	 used 	 in 	 financing 	 activities   (1,767) (15,742) (1,767) (15,742)
Net increase/(decrease) in cash and cash equivalents   833 (4,368) 462 (4,414)
Cash and cash equivalents at 1 January   3,289 7,657 554 4,968
Cash and cash equivalents at 31 December  16 4,122 3,289 1,016 554 56
Havelock europa plc 
Annu Al RepoR t 2013
for the year ended 31 December 2013
Group
Statement of Changes in Equity
  Share Share Merger Other Revenue
  capital premium reserve reserve reserve Total
  £000 £000 £000 £000 £000 £000
      
Current period
At 1 January 2013  3,853 7,013 2,184 994 4,006 18,050
Profit for the year  - - - - 283 283
Other comprehensive income for the year  - - - - 2,098 2,098
Movements relating to share-based 
payments and the ESOP trust  - - - - 38 38
At 31 December 2013  3,853 7,013 2,184 994 6,425 20,469
      (restated (restated
Previous period      - note 1) - note 1)
At 1 January 2012  3,853 7,013 2,184 994 (3,326) 10,718
Profit for the year  - - - - 8,061 8,061
Other comprehensive income for the year  - - - - (744) (744)
Movements relating to share-based 
payments and the ESOP trust  - - - - 15 15
At 31 December 2012  3,853 7,013 2,184 994 4,006 18,050
c ompany
  Share Share Merger Other Revenue
  capital premium reserve reserve reserve Total
  £000 £000 £000 £000 £000 £000
Current period
At 1 January 2013  3,853 7,013 2,184 994 3,847 17,891
Profit for the year  - - - - 114 114
Other comprehensive income for the year  - - - - 2,098 2,098
Movements relating to share-based 
payments and the ESOP trust  - - - - 38 38
At 31 December 2013  3,853 7,013 2,184 994 6,097 20,141
      (restated (restated
Previous period      - note 1) - note 1)
At 1 January 2012  3,853 7,013 2,184 994 (3,377) 10,667
Profit for the year  - - - - 7,953 7,953
Other comprehensive income for the year  - - - - (744) (744) 
Movements relating to share-based 
payments and the ESOP trust  - - - - 15 15
At 31 December 2012  3,853 7,013 2,184 994 3,847 17,891 Notes to the Financial Statements
57
Havelock europa plc 
Annu Al RepoR t 2013
Havelock Europa PLC is a company incorporated and domiciled in the United Kingdom.
Statement of compliance
Both the parent company financial statements and the group financial statements (“financial statements”) have been prepared and 
approved by the directors in accordance with International Financial Reporting Standards as adopted by the EU (“Adopted IFRS”). 
On publishing the parent company financial statements here together with the group financial statements, the Company is taking 
advantage of the exemption in section 408 of the Companies Act 2006 not to present its individual income statement and related 
notes that form a part of these approved financial statements.
Basis of preparation
The financial statements are prepared on the historical cost basis, except for certain fixed assets stated at deemed cost, whilst intangible 
assets are stated at amortised fair value and the assets of the pension scheme are stated at their fair value while the liabilities of the 
pension scheme are stated using the projected unit method.
The preparation of financial statements in conformity with Adopted IFRSs 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. In particular, information about significant areas of estimation 
uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised 
in the financial statements is contained in the following notes:
Note 10 – measurement of the recoverable amounts of cash-generating units
Note 19 – measurement of defined benefit pension obligations
Note 19 – measurement of share-based payments
Note 20 – valuation of financial instruments
Note 12 – recoverability of deferred tax assets
As at 31 December 2013, the net debt position was £0.3 million with headroom of £5.4 million on committed facilities at that point. 
Cash flow forecasts have been prepared for the period through to 31 December 2015, including sensitivity analyses, taking account of 
the risks and uncertainties facing the Group as detailed in the Finance Director’s Review on page 28. Since the year end, the Group has, 
as detailed on page 25, agreed a revolving credit facility of £5m. The Group’s bankers remain supportive and the Group continues to 
operate within its facility requirements and is forecast to be covenant compliant during the relevant forecast period, albeit there are 
periods when the headroom is small and therefore the Group has identified mitigating steps to be taken during those periods. 
While the directors cannot envisage all possible circumstances that may impact the Group in the future, the directors believe that, taking 
account of the forecasts, sensitised forecasts, future plans and committed funding levels, the Group has sufficient resources to remain 
compliant with the relevant covenants and conditions attached to the Group’s banking facilities and to meet all debts as they fall due 
for the foreseeable future. 
Accordingly, after making reasonable enquiries, the directors have a reasonable expectation that the Group can continue in operational 
existence for the foreseeable future and therefore continue to adopt the going concern basis in preparing the financial statements. 
Further information regarding the Company’s business activities, together with the factors likely to affect its future development, 
performance and position, is set out in the Chief Executive’s Review.
The following standards have been adopted by the Group for the first time for the financial year beginning 1 January 2013 and have 
had an impact on the previously reported results of the Group:
Amendment to IAS 1, Financial statement presentation regarding other comprehensive income
The main change resulting from these amendments is a requirement for entities to group items presented in ‘other comprehensive 
income’ on the basis of whether they are potentially reclassifiable to profit or loss subsequently. The statement of comprehensive 
income has been re-presented accordingly for all periods shown.
1. Accounting policies Notes to the Financial Statements
58
Havelock europa plc 
Annu Al RepoR t 2013
1. Accounting policies (continued)
IFRS 13 Fair Value Measurement 
IFRS 13 measurement and disclosure requirements are applicable to financial statements commencing 1 January 2013. As a result of this 
the Group has included additional disclosures in its financial statements in relation to financial instruments.
IAS 19 Employee Benefits Revised has been adopted since 1 January 2013. The most relevant impact of this revised standard is that for 
the Group’s defined benefit pension scheme, net interest income or expense is calculated using the discount rate used to measure the 
defined benefit obligation. The amendments have no impact on the reported net assets, but impact previously reported administrative 
expenses, financing costs and actuarial losses for the year ended 31 Dec 2012, as shown below:
The IAS 19 adjustments disclosed in the interim report for the period to 30 June 2013 were based on the estimates then available. 
The adjustments disclosed above are based on figures provided by the actuary of the pension scheme.
Basis of consolidation
The consolidated financial statements comprise Havelock Europa PLC and its subsidiaries. The financial statements of subsidiaries are 
prepared to the same reporting date using accounting policies consistent with those of 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. 
The Company accounts include information about the parent company only.
Subsidiaries 
Subsidiaries are entities controlled by the Company. Control exists when the Company has the power, directly or indirectly (but normally 
through voting rights granted through the Company’s shareholdings), to govern the financial and operating policies of an entity to obtain 
benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that 
control commences until the date that control ceases.
Foreign currency translation
Transactions and balances 
Transactions in currencies other than pounds sterling are recorded at the exchange rate ruling at the date of the transaction. Monetary 
assets and liabilities denominated in foreign currencies at the balance sheet date are translated to sterling at the foreign exchange rate 
ruling at that date. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated at 
the rates prevailing at the dates when the fair value was determined. Non-monetary assets and liabilities that are measured at historical 
cost in a foreign currency (e.g. property, plant and equipment purchased in a foreign currency) are translated using the exchange rate 
prevailing at the date of the transaction. Exchange differences arising on translation are recognised in the consolidated income 
statement for the period.
  As previously  IAS 19
  reported  adjustment  Revised  
Consolidated income statement
Administrative expenses  (12,490)  (13)  (12,503)
Net finance costs   (739)  (19)  (758)  
Income tax credit   36  7  43  
Profit for the year   8,086  (25)  8,061
Basic loss per share - continuing operations (adjusted)  (0.8p)  (0.1p)  (0.9p) 
Consolidated statement of comprehensive income
Profit for the year   8,086  (25)  8,061 
Actuarial loss on defined benefit pension plan  (892)  32  (860)  
Income tax credit    123  (7)  116
Other comprehensive income   (769)  25  (744) Notes to the Financial Statements
59
Havelock europa plc 
Annu Al RepoR t 2013
Property, plant and equipment
Property, plant and equipment is stated at cost or deemed cost less accumulated depreciation and net of any accumulated impairment 
losses. Certain items of property, plant and equipment that had been revalued under UK GAAP on or prior to 1 January 2004, the date 
of transition to Adopted IFRS, are measured on the basis of deemed cost, regarded as being the fair value at the date of transition.
Land is not depreciated. For all other property, plant and equipment, depreciation is calculated on a straight-line basis to allocate cost 
less residual values of the assets over their estimated useful lives on the following bases:
–  Freehold and long leasehold buildings  50 years 
– Plant and equipment  3 – 10 years
– Fixtures and fittings  10 years 
–  Motor vehicles  4 years
Assets held under finance leases/HP contracts are capitalised and depreciated over their expected useful lives on the same basis 
as owned assets or, where shorter, over the term of the relevant lease.
Intangible assets
Goodwill
All business combinations are accounted for by applying the purchase method. In respect of acquisitions that have occurred since 
1 January 2004, goodwill represents the difference between the cost of the acquisition and the fair value of the net assets acquired. 
In respect of acquisitions before this date, goodwill is included based on its deemed cost, which represents the amount recorded 
under UK GAAP . For acquisitions after 1 January 2010, any transaction costs arising on business combinations are reflected within the 
consolidated income statement. Contingent consideration is measured at fair value and any subsequent remeasurements are reflected 
within the consolidated income statement. Any pre-existing relationships arising with entities acquired are identified and reflected 
separately within the consolidated income statement if settled on the business combination.
Goodwill is stated at cost or deemed cost less any accumulated impairment losses (see below). Goodwill is allocated to cash-generating 
units and is tested annually for impairment.
On disposal of a subsidiary, the attributable goodwill is included in the determination of the gain or loss on disposal.
Negative goodwill arising from a business combination is recognised directly in the consolidated income statement.
Other intangible assets 
Other intangible assets acquired by the Group are stated at cost less accumulated amortisation and net of any accumulated impairment 
losses. The cost of intangible assets acquired in a business combination is the fair value at acquisition date. The cost of separately acquired 
intangible assets, including computer software, comprises the purchase cost and any directly attributable costs of preparing the asset for 
use. Amortisation of other intangible assets is charged to the consolidated income statement on a straight-line basis when the asset is 
available for use so as to allocate the carrying amounts of the intangible assets over their estimated useful lives as follows:
–  Computer software  3 – 5 years 
–  Brands  10 years
–  Customer relationships  4 years 
–  Contracted customer relationships  4 years 
–  Order backlogs  0.5 years 
–  Non-compete clauses  2.5 years 
–  Design rights  10 years
Impairment of assets
The carrying amounts of the Group’s non-current assets and all financial assets, other than deferred tax, are reviewed at each balance 
sheet date to determine whether there is any indication of impairment. Additionally, goodwill is subject to an annual impairment test.
An impairment loss is recognised whenever the carrying amount of an asset or cash-generating unit exceeds its recoverable amount. 
Recoverable amount is the higher of the 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 cash-generating unit to which the asset belongs.
Impairment losses are recognised in the consolidated income statement. Impairment losses recognised in respect of cash-generating 
units are allocated first to reduce the carrying amount of any goodwill allocated to cash-generating units and then to reduce the carrying 
amount of the other assets in the unit on a pro rata basis. Notes to the Financial Statements
60
Havelock europa plc 
Annu Al RepoR t 2013
An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed if 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.
Inventories
Inventories are stated at the lower of cost and net realisable value using weighted average cost. Cost comprises directly attributable 
purchase and conversion costs and an allocation of production overheads based on normal operating capacity. Net realisable value 
is the estimated selling price in the ordinary course of business less estimated costs of completion and selling expenses.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank, which is available for immediate withdrawal or on short-term deposit, and cash 
in hand. 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 of the statement of cash flows.
Dividends
Final equity dividends to the shareholders of Havelock Europa PLC are recognised as a liability in the period that they are approved 
by shareholders. Interim equity dividends are recognised when they are paid.
Financial instruments
Investments in subsidiaries 
Investments in subsidiaries are carried at cost less any provisions for impairment.
Trade and other receivables 
Trade and other receivables are stated at cost less an allowance for irrecoverable amounts.
Trade and other payables 
Trade and other payables are stated at cost.
Interest-bearing borrowings 
Interest-bearing borrowings are recognised initially at the fair value of the consideration received, net of 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 consolidated income statement over the period of the borrowings using the effective 
rate of interest method.
Net financing costs 
Financing costs are recognised in the consolidated income statement as an expense in the period in which they are incurred.
Employee benefits
The Group and the Company operate both defined benefit and defined contribution pension schemes.
Defined benefit scheme 
The Group’s and the Company’s liability in respect of its defined benefit pension scheme is the present value of the defined benefit obligation 
less the fair value of the scheme assets at the balance sheet date. The defined benefit obligation is calculated by independent qualified 
actuaries using the projected unit credit method and is determined by discounting the estimated future cash outflows using interest rates 
on high quality corporate bonds that have maturity dates approximating to the terms of the Group’s and the Company’s obligations.
The expected return on scheme assets, net of administration expenses, and the interest on pension scheme liabilities, are recognised 
in the consolidated income statement. Actuarial gains or losses are recognised in full in the year in which they occur in the statement of 
comprehensive income.
Changes to the value of the defined benefit obligation arising from a benefit change are accounted for as a past service cost or credit 
which is recognised within the income statement when the benefit change is committed to. Changes to the value of the defined benefit 
obligation which arise from a change in the financial assumption used to measure scheme liabilities are regarded as actuarial gains or 
losses and recognised within the statement of comprehensive income.
1. Accounting policies (continued) Notes to the Financial Statements
61
Havelock europa plc 
Annu Al RepoR t 2013
Defined contribution plans 
Obligations for contributions to defined contribution pension plans are recognised as an expense in the consolidated income statement 
as incurred.
Share-based payment transactions 
The Company operates a number of equity-settled share-based compensation plans and Save-As-You-Earn (SAYE) schemes. 
The fair value of options granted 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.
The Havelock Europa Employee Share Trust holds shares in Havelock Europa PLC, which are presented in the consolidated and parent 
financial statements as a deduction from revenue reserves.
r evenue recognition
Revenue is measured at the fair value of the consideration received or receivable net of trade discounts, cash discounts and volume 
rebates and excluding value added tax. Revenue from the sale of goods is recognised in the consolidated income statement when 
the Group has transferred the significant risks and rewards of ownership of the goods and services to the customer, the revenue can 
be measured reliably, and it is probable that the economic benefits associated with the transaction will flow to the Group. Revenue 
from goods shipped subject to installation is recognised when the customer accepts delivery and installation is complete. No revenue 
is recognised if there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible return 
of goods and continuing involvement with the goods such that the risks and rewards of ownership remain with the Group.
Significant contracts within the scope of IAS 11 which are for the construction of bespoke and significant projects are treated as 
construction contracts in accordance with IAS 11. Where the outcome of a contract can be measured reliably, contract revenue and costs 
are recognised over the period of the contract by reference to the value of work done at the balance sheet date with reference to third 
party certification where available. Where the outcome of a contract cannot be reliably estimated, contract costs are recognised as an 
expense when incurred and revenue is only recognised to the extent of the contract costs incurred that it is probable will be recoverable. 
In both cases, any expected contract loss is recognised immediately.
Exceptional items
The Group has disclosed additional information in respect of exceptional items on the face of the consolidated income statement in order 
to aid understanding of the Group’s financial performance. An item is treated as exceptional if it is considered that by virtue of its nature, 
scale or incidence it is of such significance that separate disclosure is required for the financial statements to be properly understood.
l eases/Hp contracts
Finance leases/HP contracts 
Leases are classified as finance leases where substantially all the risks and rewards of ownership are transferred to the Group. Finance 
leases are capitalised at the inception of the lease at the lower of the fair value of the leased asset and the present value of the minimum 
lease payments. The corresponding liability to the finance lessor is included in the balance sheet as a lease obligation. HP contracts are 
treated in the same manner.
Lease/HP payments are apportioned between the liability and the finance charge to produce a constant periodic rate of interest on 
the remaining balance of the finance lease liability.
Operating leases 
Leases other than finance leases are classified as operating leases. Payments made under operating leases are recognised in the 
consolidated income statement on a straight-line basis over the lease term.
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, including revenues and 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 
(which is deemed to be the Board) to make decisions about resources to be allocated to the segment and assess its performance.
Segment results that are reported to the Board include items directly attributable to a segment as well as those that can be allocated 
on a reasonable basis. Segment reporting for the Group includes revenue, operating profit before restructuring costs and assets for each 
of the operating segments. No reporting of liabilities is recorded at a segment level and this measure is not reported to the Board. Notes to the Financial Statements
62
Havelock europa plc 
Annu Al RepoR t 2013
Taxation
Current and deferred tax is recognised in the consolidated income statement, unless the tax relates to items recognised directly 
in shareholders’ equity, in which case the tax is recognised directly in shareholders’ equity through the consolidated statement of 
comprehensive income.
Current tax expense is the expected tax payable on the taxable income for the reporting period, using tax rates enacted or substantively 
enacted at the balance sheet date, and any adjustment to the tax payable in respect of prior years.
Deferred tax is provided in full on temporary differences arising between the tax bases of assets and liabilities and their carrying 
amounts in the financial statements. Deferred tax arising from initial recognition of an asset or liability, other than as a result of a business 
combination, that affects neither accounting nor taxable profit or loss, is not recognised. Deferred tax is calculated using tax rates that are 
expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled based on tax rates that have been 
enacted or substantively enacted by the end of the reporting period.
Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be available against which the asset 
can be utilised.
Non-current assets held for sale
A non-current asset or group of assets containing a non-current asset (a disposal group) is classified as held for sale if its carrying amount will 
be recovered principally through sale rather than through continuing use, it is available for sale and sale is highly probable within one year.
On initial classification as held for sale, non-current assets and disposal groups are measured at the lower of previous carrying amount 
and fair value less costs to sell, with any adjustments taken to profit or loss. The same applies to gains and losses on subsequent 
remeasurement. 
earnings per share 
The Group presents basic and diluted earnings per share (EPS) data for ordinary shares. Basic EPS is calculated by dividing the profit or 
loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted EPS 
is determined by dividing the profit or loss attributable to ordinary shareholders by the weighted average number of shares outstanding, 
adjusted for the effects of all dilutive potential ordinary shares.
IFRS not yet applied
A number of new standards, amendments to standards and interpretations (that have not yet been endorsed by the EU) are not yet 
effective for the year ended 31 December 2013 and have not been applied in preparing these financial statements. These are as follow:
 IFRS 10 Consolidated Financial Statements (effective for the year ending 31 December 2014): It provides a single model to be applied  
 in the control analysis for all investees, including entities that currently are SPEs in the scope of SIC-12. 
 IFRS 11 Joint Arrangements (effective for the year ending 31 December 2014): This standard replaces the existing accounting for  
 subsidiaries and joint ventures (now joint arrangements), and makes limited amendments in relation to associates. IFRS 11 removes  
 the choice of equity or proportionate accounting for JCEs (as was under IAS 31). 
 IFRS 12 Disclosure of Interests in Other Entities (effective for the year ending 31 December 2014): this standard contains the disclosure  
 requirements for entities that have interests  in subsidiaries, joint arrangements (i.e. joint operations or joint ventures), associates and/or  
 unconsolidated structured entities. 
None of these standards are expected to materially impact the Group in its current form.
1. Accounting policies (continued) Notes to the Financial Statements
63
Havelock europa plc 
Annu Al RepoR t 2013
Management information is presented to the main board (the chief operating decision maker) based upon business segments. 
There has been no change to the operating segments during the year. The reported segments are:
–  Interiors – design, manufacture and installation of interiors for schools, retail, financial services, 
 hotels and other accommodation premises;
–  Educational Supplies – design, manufacture, supply and installation of teaching aids, display boards and demountable 
 stages for the education sector. The Educational Supplies segment includes Teacherboards and Stage Systems.
2. Segment reporting 
 Interiors  Educational Supplies  Elimination  T otal
 
 2013  2012 2013 2012 2013 2012 2013 2012
 £000  £000  £000  £000  £000  £000  £000  £000
        (restated
        - note 1)
External sales  82,244  85,331  7,346  7,131  -  -  89,590  92,462 
Inter-segment sales  -  -  1,380  1,685  (1,380)  (1,685)  -  -
 82,244  85,331  8,726  8,816  (1,380)  (1,685)  89,590  92,462 
Oper a ting 	 pr ofit 	 befor e 	 net 	 e x ceptional 	
costs and unallocated costs  2,064  712  258  483  -  -  2,322  1,195 
Net exceptional costs 
(excluding central exceptional costs) -  (215)  -  (11)  -  -  -  (226) 
Profit from discontinued operations       -  866 
Exceptional costs relating to 
discontinued operations       -  (20) 
Central exceptional costs        -  (103) 
Other unallocated costs        (1,203)  (952) 
Oper a ting 	 pr ofit 2,064  497  258  472  -  -  1,119  760
Depreciation and amortisation  583  724  173  186  -  -  756  910 
Unallocated depreciation        99  94 
Depreciation relating to discontinued operations       -  8 
Total amortisation and depreciation       855  1,012
Segment revenues and results
Segment assets
 Interiors  Educational Supplies  Unallocated  T otal
 
 2013  2012 2013 2012 2013 2012 2013 2012
 £000  £000  £000  £000  £000  £000  £000  £000
Inventories and receivables  21,886  30,610  1,883  1,690  347  544  24,116  32,844 
Property, plant, equipment and software  4,657  4,172  138  170  494  1,453  5,289  5,795 
T otal segment assets  26,543  34,782  2,021  1,860  840  1,997  29,405  38,639
Intangible assets (excluding software)        7,558  7,676 
Deferred tax assets        1,167  2,315 
Cash and cash equivalents        4,122  3,289 
T otal assets        42,252  51,919
No geographical analysis has been presented as exports constitute less than 6% of revenue. Sales to Lloyds Banking Group plc 
represent 38% of revenue in 2013 and 25% of revenue in 2012. No other client represents more than 10% of revenue. Notes to the Financial Statements
64
Havelock europa plc 
Annu Al RepoR t 2013
  Cost of Sales  Administrative costs T otal
    2013 2012 2013 2012 2013 2012
   Note  £000  £000  £000  £000  £000  £000
Profit before tax is stated after charging:
Depreciation of property, plant and equipment   9  331  378  302  320  633  698 
Amortisation of intangible assets   10  -  -  222  314  222  314 
Gain on sale of property, plant and equipment   -  -  116  -  116  - 
Operating lease charges:
–  plant and machinery   127 138  -  -  127  138 
–  others   432 479  397  627  829  1,106
Fees payable to the auditor of the parent 
company and consolidated accounts       55  57 
Fees payable to the auditor for other services:
–  audit of the Company’s subsidiaries        10  14 
–  tax advisory services        7  38 
–  tax compliance services        8  33 
3. Profit before tax
All fees paid to the group auditor are charged to administrative costs. In addition to the depreciation charge shown above for 2012, 
a charge for impairment of property, plant and equipment of £500,000 was included in the gain on disposal of Showcard Print.
4. Exceptional costs
An analysis of exceptional costs is as follows:
    2013  2012
    £000  £000
Re-organisation of central functions (note (a))    -  329 
Other restructuring costs (note (b))    -  20 
T otal exceptional costs    -  349 
(a)  Re-organisation of central functions following disposal of Showcard Print and Clean Air Limited.
(b)  Other restructuring costs largely relate to redundancy and other costs which were incurred in the closure of the Bristol Point 
 of Sale Printing facility and the Paisley administration centre and in the restructuring of the Educational Supplies businesses. Notes to the Financial Statements
65
Havelock europa plc 
Annu Al RepoR t 2013
The average number of employees (including executive directors) was:
5. Personnel expenses
  Number of 
  employees
    
    2013  2012
Direct    229  236 
Indirect    367  413
    596  649
    2013  2012
   Note  £000  £000
     (restated 
     – note 1) 
Wages and salaries   18,235  20,024 
Social security costs   1,905  2,064 
Redundancies   271  245 
Contributions to defined contribution plans   19  639  704 
Pension cost recognised in income statement   19  176  178 
Share-based payments   19  38  15
    21,264  23,230
Employees’ aggregate remuneration comprised:
Disclosures relating to directors’ remuneration and share-based payments are contained on pages 44 to 47.
6. Net financing costs
    2013  2012
   Note £000  £000
     (restated 
     – note 1) 
Interest income:
–  Interest on defined benefit pension scheme assets  19 1,364 1,410
Financial income   1,364 1,410   
Interest expense
– Bank loans and overdrafts   (259)  (553) 
–  Finance leases/HP contracts   (31)  (13) 
–  Other   (21)  (14)
     (311)  (580) 
Interest on defined benefit pension scheme liabilities  19  (1,540)  (1,588) 
Financial expenses   (1,851) (2,168)
Net financing costs   (487)  (758) Notes to the Financial Statements
66
Havelock europa plc 
Annu Al RepoR t 2013
7. Income tax expense
r ecognised in the income statement
    2013  2012
   Note £000  £000
     (restated 
     – note 1)
Current tax expense
Current year   - -
Adjustments for prior years   - -
    - -
Deferr ed 	 tax 	 (char ge)/cr edit
Origination and reversal of temporary differences   (235) 20
Adjustments for prior years   9 95
Adjustments for change in deferred tax rate   (123) (72)
   12 (349) 43
Total income tax (charge)/credit recognised 
in the consolidated income statement   (349) 43
Reconciliation of effective tax rate
    2013 2013 2012 2012
    % £000 % £000
       (restated 
       – note 1)
Profit before tax    632  2
Gain on disposal of discontinued activities    -  8,016
     632  8,018
Income tax using the UK corporation tax rate   23.2 147 24.5 1,965
Non-taxable gain on disposal   (4.3) (27) (26.0) (2,094)
Other adjustments in respect of Clean Air   - - 0.8 65
Effect of capital items   12.7 80 0.2 17
Non-deductible expenses and charges   6.5 41 0.3 23
Effect of prior year adjustments to deferred tax   (1.4) (9) (1.2) (95)
Adjustments for change in deferred tax rate – current year  (0.9) (6) 0.1 4
Adjustments for change in deferred tax rate – prior year   19.4 123 0.9 72
    55.2 349 (0.4) 43
Deferred tax recognised directly in equity
    2013  2012
    £000  £000
     (restated 
     – note 1)
Tax on remeasurement of defined 
benefit pension obligation (see note 19)   (559) 198
Adjustment for change in deferred tax rate   (139) (82)
    (698) 116  Notes to the Financial Statements
67
Havelock europa plc 
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The main UK Corporation tax rate reduced from 24% to 23% on 1 April 2013 and further reduced to 21% from 1 April 2014 and 
20% from 1 April 2015. As a reduction in the rate to 20% had been substantively enacted before the balance sheet date, the Group’s 
and Company’s deferred tax assets and liabilities are recognised at 20%. 
8. Current tax assets and liabilities
The current tax asset of £nil (2012: £nil ) - Company £nil (2012: £nil ) represents the amount of income taxes receivable in respect 
of current and prior periods net of payments on account.
9. Property, plant and equipment
Group
      Fixtures
    Land and  Plant and and Motor
	 	 	 	 buildings 	 	 e q u i p m e n t 	 	 fit tings	 vehicles	 T otal
Cost   £000  £000  £000  £000  £000 
Balance at 1 January 2012    6,163  12,217  2,562  253  21,195 
Additions    -  131  17  -  148 
Disposals    (104)  (107)  (45)  -  (256) 
Balance at 31 December 2012    6,059  12,241  2,534  253  21,087
Balance at 1 January 2013    6,059  12,241  2,534  253  21,087 
Additions    -  879  274  -  1,153  
Disposals   (1,848)  - - (108)  (1,956) 
Balance at 31 December 2013    4,211  13,120  2,808  145  20,284
Depreciation
Balance at 1 January 2012    1,608  10,578  2,236  253  14,675 
Depreciation for the year    94  504  100  -  698
Impairment    500  -  -  -  500 
Disposals    (104)  (103)  (41)  -  (248) 
Balance at 31 December 2012    2,098  10,979  2,295  253  15,625
Balance at 1 January 2013    2,098  10,979  2,295  253  15,625 
Depreciation for the year    80  489  64  -  633 
Disposals    (878)  -  -  (108)  (986) 
Balance at 31 December 2013    1,300  11,468  2,359  145  15,272
Carrying amounts
At 1 January 2012    4,555  1,639  326  -  6,520 
At 31 December 2012    3,961  1,262  239  -  5,462
At 1 January 2013    3,961  1,262  239  -  5,462 
At 31 December 2013    2,911  1,652  449  -  5,012 Notes to the Financial Statements
68
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9. Property, plant and equipment (continued)
      Fixtures
    Land and  Plant and and Motor
	 	 	 	 buildings 	 	 e q u i p m e n t 	 	 fit tings	 vehicles	 T otal
Cost   £000  £000  £000  £000  £000 
Balance at 1 January 2012    6,062  11,364  2,047  108  19,581 
Additions    -  114  13  -  127 
Balance at 31 December 2012    6,062  11,478  2,060  108  19,708
Balance at 1 January 2013    6,062  11,478  2,060  108  19,708 
Additions    -  869  270  -  1,139 
Disposals    (1,847)  -  -  (108)  (1,955) 
Balance at 31 December 2013    4,215  12,347  2,330  -  18,892
Depreciation
Balance at 1 January 2012    1,507  9,881  1,743  108  13,239 
Depreciation for the year    94  459  91  -  644 
Impairment    500 -  -  - 500 
Balance at 31 December 2012    2,101  10,340  1,834  108  14,383
Balance at 1 January 2013    2,101  10,340  1,834  108  14,383 
Depreciation for the year    80  452  58  -  590 
Disposals    (877)  -  -  (108)  (985) 
Balance at 31 December 2013    1,304  10,792  1,892  -  13,988
Carrying amounts
At 1 January 2012    4,555  1,483  304  -  6,342 
At 31 December 2012    3,961  1,138  226  -  5,325
 
At 1 January 2013    3,961  1,138  226  -  5,325 
At 31 December 2013    2,911  1,555  438  -  4,904
c ompany
Leased property, plant and equipment
The Group leases plant and equipment under hire purchase agreements which commenced during the year. At 31 December 2013, 
the net carrying amount of leased plant and equipment was £714,000 - Company £714,000. The leased plant and equipment involves 
lease obligations (see note 17).
Capital commitments
At 31 December 2013, the Group and Company had no contractual commitments for the acquisition of property, plant and equipment. 
Security 
The Company has granted a debenture to Bank of Scotland plc over all of its assets as security for advances by the bank. Notes to the Financial Statements
69
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10. Intangible assets
Group
      Contracted
     Customer customer  Non-
     relation- relation- Order compete Design 
  Software  Goodwill  Brands  ships   ships  back-log  clauses  rights  T otal
Cost £000  £000  £000  £000  £000  £000  £000  £000  £000
Balance at 1 January 2012  3,428  13,409  1,477  640  86  181  240  453  19,914 
Additions  185  - -  -  -  -  -  -  185 
Disposals  (51)  (38)  -  -  -  -  -  -  (89) 
Balance at 31 December 2012  3,562  13,371  1,477  640  86  181  240  453  20,010
Balance at 1 January 2013  3,562  13,371  1,477  640  86  181  240  453  20,010 
Additions  48  -  -  -  -  -  -  -  48 
Elimination of fully written-down assets  -  -  - (640)  (86)  (181)  (240)  (453)  (1,600) 
Balance at 31 December 2013  3,610  13,371  1,477  -  -  -  -  -  18,458
Amortisation
Balance at 1 January 2012  3,066  6,062  992  640  86  181  240  453  11,720 
Amortisation for the year  196  -  118  -  -  -  -  -  314 
Disposals  (33)  -  -  -  -  -  -  -  (33) 
Balance at 31 December 2012  3,229  6,062  1,110  640  86  181  240  453  12,001
Balance at 1 January 2013  3,229  6,062  1,110  640  86  181  240  453  12,001 
Amortisation for the year  104  -  118  -  -  -  -  -  222 
Elimination of fully written-down assets  -  -  - (640)  (86)  (181)  (240)  (453)  (1,600) 
Balance at 31 December 2013  3,333  6,062  1,228  -  -  -  -  -  10,623
Carrying amounts
At 1 January 2012  362  7,347  485  -  -  -  -  -  8,194 
At 31 December 2012  333  7,309  367  -  -  -  -  -  8,009
At 1 January 2013  333  7,309  367  -  -  -  -  -  8,009 
At 31 December 2013  277  7,309  249  -  -  -  -  -  7,835
amortisation charge 
The amortisation charge is recognised in administration costs in the consolidated income statement.
Impairment tests for cash-generating units containing goodwill 
The carrying amount of goodwill of £7,309,000 (2012: £7,309,000) has been assigned to the cash-generating units shown 
in the table below and this is tested annually for impairment.
  Year acquired  2013  2012
    
   £000  £000 
ESA McIntosh Limited  2001  3,787  3,787 
TeacherBoards (1985) Limited  2005  1,965  1,965 
Stage Systems Limited  2006  1,557  1,557
   7,309  7,309 Notes to the Financial Statements
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Havelock europa plc 
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The recoverable amounts of the above cash-generating units are based on value in use calculations. These calculations use cash flow 
projections based on a three-year rolling operating profit projection.
Cash flows beyond the three-year period covered by the operating profit projections have been extrapolated in perpetuity using 
a 2.25 per cent growth rate to allow for inflation. Zero real growth of revenue and margins has been assumed which management 
considers applies equally to all cash generating units. A pre-tax discount rate of 10 per cent has been used in discounting the 
projected cash flows which management considers applies equally to all units. Sensitivity analysis was undertaken using a range 
of discount rates none of which indicated an impairment of goodwill in the current period.
Intangible assets
c ompany
10. Intangible assets (continued)
   Software Goodwill Total
Cost   £000 £000 £000
Balance at 1 January 2012  3,150 4,702 7,852
Additions  162 - 162
Disposals  - (38) (38)
Balance at 31 December 2012  3,312 4,664 7,976
Balance at 1 January 2013  3,312 4,664 7,976
Additions  37 - 37
Balance at 31 December 2013  3,349 4,664 8,013
Amortisation
Balance at 1 January 2012  2,837 178 3,015
Amortisation for the year  174 - 174
Balance at 31 December 2012  3,011 178 3,189
Balance at 1 January 2013  3,011 178 3,189
Amortisation for the year  92 - 92
Balance at 31 December 2013  3,103 178 3,281
Carrying amounts
At 1 January 2012  313 4,524 4,837
At 31 December 2012  301 4,486 4,787
At 1 January 2013  301 4,486 4,787
At 31 December 2013  246 4,486 4,732
amortisation charge
The amortisation charge is recognised in administration costs in the income statement.
Assets under development
At the year end, there was software under development of £14,000 (2012: £129,000) Notes to the Financial Statements
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  2013 2012
  £000 £000
At 1 January 12,231 12,949
Disposal of Clean Air Limited - (718)
At 31 December 12,231 12,231
11. Investments
Investment in subsidiaries - c ompany
The Company owns 100% of the issued share capital of its principal subsidiaries as follows:
   Class of Country of  Ownership 
Company Principal activity shares held Incorporation  Interest
     2013  2012
TeacherBoards (1985) Limited Design, manufacture and sale 
  of display boards, presentation 
  systems and teaching equipment Ordinary England 100%  100%
Stage Systems (Holdings) Limited Holding company Ordinary England 100%  100%
Stage Systems Limited† Design and installation of stage systems Ordinary England 100%  100%
† Held indirectly Notes to the Financial Statements
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Group
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
12. Deferred tax assets and liabilities
   Assets  Liabilities  Net
   2013 2012 2013 2012 2013 2012
   £000 £000 £000 £000 £000 £000
Property, plant and equipment  - - (73) (174) (73) (174)
Other creditors and accruals  3 25 - - 3 25
Employee benefits  269 1,067 - - 269 1,067
Losses  851 1,172 - - 851 1,172
Equity-settled share-based payments  44 51 - - 44 51
Tax assets/(liabilities)  1,167 2,315 (73) (174) 1,094 2,141
Movement in temporary differences during the year
   Balance Recognised Recognised Balance
   1 Jan 13 in income in equity 31 Dec 13
   £000 £000 £000 £000
Property, plant and equipment  (174) 101 - (73)
Other creditors and accruals  25 (22) - 3
Employee benefits  1,067 (100) (698) 269
Losses  1,172 (321) - 851
Equity-settled share-based payments  51 (7) - 44
   2,141 (349) (698) 1,094
Movement in temporary differences during the prior year (restated - note 1)
   Balance Recognised Recognised Disposal of Balance
   1 Jan 12 in income in equity subsidiary 31 Dec 12
   £000 £000 £000 £000 £000
Property, plant and equipment  (338) 167 - (3) (174)
Other creditors and accruals  36 (11) - - 25
Employee benefits  1,021 (70) 116 - 1,067
Losses  1,210 (38) - - 1,172
Equity-settled share-based payments  56 (5) - - 51
   1,985 43 116 (3) 2,141 Notes to the Financial Statements
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c ompany
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
   Assets  Liabilities  Net
   2013 2012 2013 2012 2013 2012
   £000 £000 £000 £000 £000 £000
Property, plant and equipment  - - (89) (184) (89) (184)
Other creditors and accruals  18 18 - - 18 18
Employee benefits  269 1,067 - - 269 1,067
Losses  851 1,172 - - 851 1,172
Equity-settled share-based payments  44 51 - - 44 51
Tax assets/(liabilities)  1,182 2,308 (89) (184) 1,093 2,124
Movement in temporary differences during the year
   Balance Recognised Recognised Balance
   1 Jan 13 in income in equity 31 Dec 13
   £000 £000 £000 £000
Property, plant and equipment  (184) 95 - (89)
Other creditors and accruals  18 - - 18
Employee benefits  1,067 (100) (698) 269
Losses  1,172 (321) - 851
Equity-settled share-based payments  51 (7) - 44
   2,124 (333) (698) 1,093
Movement in temporary differences during the prior year (restated - note 1)
   Balance Recognised Recognised Balance
   1 Jan 12 in income in equity 31 Dec 12
   £000 £000 £000 £000
Property, plant and equipment  (358) 174 - (184)
Other creditors and accruals  26 (8) - 18
Employee benefits  1,021 (70) 116 1,067
Losses  1,210 (38) - 1,172
Equity-settled share-based payments  56 (5) - 51
   1,955 53 116 2,124 Notes to the Financial Statements
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On 26 April 2012, the Group sold the Showcard Print business which comprised the Point of Sale Division. The results of the discontinued 
activity are shown separately in the income statement for 2012 together with the results of Clean Air Limited (see below).
Effect of disposal on the financial position of the Group and Company
The results included in the income statement were as follows:
13. Discontinued operations
   2012
   £000
Revenue  6,201
Cost of sales  (4,125)
Gross profit  2,076
Administrative expenses  (1,334)
Operating profit  742
Income tax charge  (182)
Profit after income tax  560
Gain on disposal  7,966
Net profit  8,526
   £000
Property, plant and equipment  (2,730)
Inventories  (303)
Receivables  (4,457)
Cash  (2,407)
Goodwill  (38)
Payables  3,268
Net identifiable assets and liabilities  (6,667)
Consideration received, satisfied in cash  16,269
Expenses of sale  (987)
Net proceeds  15,282
Cash disposed of  (2,407)
Net cash inflow in respect of disposals  12,875
Net proceeds  15,282
Net identifiable assets and liabilities  (6,667)
Impairment of property, plant and equipment  (500)
Bank loan arrangement fees written off  (149)
Gain on disposal  7,966
The assets disposed of were as follows: Notes to the Financial Statements
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Cash flows from discontinued operation
   2012
   £000
Net cash from operating activities  994
Net cash used in investing activities  -
   994
On 5 December 2012, The Group sold Clean Air Limited. The results of the discontinued activity are shown separately within the income 
statement in 2012 together with the results of Showcard Print (see above).
Effect of disposal on the financial position of the Group
The results included in the income statement were as follows:
   2012
   £000
Revenue  2,115
Cost of sales  (1,278)
Gross profit  837
Administrative expenses  (713)
Operating profit  124
Income tax charge  (30)
Profit after income tax  94
Gain on disposal  50
Net profit  144
   £000
Property, plant and equipment  (25)
Inventories  (150)
Receivables  (518)
Overdraft  141
Payables  259
Net identifiable assets and liabilities  (293)
Consideration received, satisfied in cash  422
Expenses of sale  (79)
Net proceeds  343
Expenses of sale accrued  79
Overdraft disposed of  141
Net cash inflow in respect of disposals  563
Net proceeds  343
Net identifiable assets and liabilities  (293)
Gain on disposal  50
The assets disposed of were: Notes to the Financial Statements
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13. Discontinued operations (continued)
Cash flows from discontinued operation
   2012
   £000
Net cash from operating activities  14
Net cash used in investing activities  (6)
   8
Effect of disposal on the financial position of the Company
   2012
   £000
Pre-disposal dividend from subsidiary  784
Consideration received, satisfied in cash  422
Expenses of sale  (79)
Net proceeds  1,127
Expenses of sale accrued  79
Net cash inflow in respect of disposals  1,206
Net proceeds  1,127
Investment in subsidiary  (718)
Gain on disposal  409
14. Inventories
   Group  Company
   2013 2012 2013 2012
   £000 £000 £000 £000
Raw materials and consumables  2,886 2,908 2,540 2,672
Work in progress  3,439 4,483 3,413 4,448
Finished goods  4,502 4,535 3,940 3,881
   10,827 11,926 9,893 11,001
Inventories are shown net of write-downs amounting to £345,000 (2012: £207,000) – Company £284,000 (2012: £175,000). Notes to the Financial Statements
77
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15. Trade and other receivables
   Group  Company
   2013 2012 2013 2012
   £000 £000 £000 £000
Trade receivables and accrued income  12,077 19,611 11,254 18,917
Other receivables  149 231 149 231
Prepayments  1,063 1,076 936 1,005
   13,289 20,918 12,339 20,153
An allowance has been made for estimated irrecoverable amounts from the sale of goods of £333,000 (2012: £359,000) 
– Company £324,000 (2012: £343,000). Of this amount, £333,000 (2012: £359,000) was recognised in the income statement.
16. Cash and cash equivalents
   Group  Company
   2013 2012 2013 2012
   £000 £000 £000 £000
Cash at bank and in hand, and cash and cash 
equivalents in the statement of cash flows  4,122 3,289 1,016 554
17. Interest-bearing loans and borrowings
This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings. 
For more information about the Group’s exposure to interest rate risk and liquidity risk, see note 20.
Current liabilities
   Group  Company
   2013 2012 2013 2012
   £000 £000 £000 £000
Secured bank loans  1,153 1,000 1,153 1,000
Obligations under hire purchase contracts and finance leases 84 - 84 -
   1,237 1,000 1,237 1,000 Notes to the Financial Statements
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17. Interest-bearing loans and borrowings (continued)
   Group  Company
   2013 2012 2013 2012
   £000 £000 £000 £000
Secured bank loans  2,930 4,850 2,930 4,850
Arrangement fees to be amortised over term of loans  (60) (114) (60) (114)
Obligations under hire purchase contracts and finance leases 289 - 289 -
   3,159 4,736 3,159 4,736
Non-current liabilities
HP liabilities are payable as follows:
Group and c ompany
   Minimum   Minimum
   lease   lease
   payments Interest Principal payments Interest Principal
   
   2013 2013 2013 2012 2012 2012
   £000 £000 £000 £000 £000 £000
Less than one year  120 36 84 - - -
Between one and five years  335 46 289 - - -
   455 82 373 - - -
Interest on bank borrowings is calculated at floating rates. The interest rates on finance lease/HP liabilities are fixed.
The effective interest rates at the balance sheet dates were as follows:
  2013 2012
Bank loan 8.1% n/a
Revolving credit 5.6% 5.9%
Finance leases/HP contracts 9.7% - 10.4% n/a
   Group  Company
   2013 2012 2013 2012
   £000 £000 £000 £000
Trade payables  11,566 17,571 10,998 16,766
Other taxes and social security  2,407 2,514 2,228 2,253
Accruals  1,996 3,236 1,703 2,992
Amounts owed to group undertakings  - - 5,397 5,899
   15,969 23,321 20,326 27,910
18. Trade and other payables
Amounts disclosed in current liabilities Notes to the Financial Statements
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pension schemes – Group and c ompany
The Company operates a pension scheme providing benefits for its employees on two bases: a defined contribution section, where benefits 
are based on accumulated contribution balances, and a defined benefit section, where benefits are based on final pensionable pay. The 
scheme’s assets are held separately from those of the Group in a trustee-administered fund. The disclosures below relate to the defined 
benefit section of the scheme only.
During 2010, further accrual of defined benefits ceased and, with effect from 1 January 2011, the relevant employees all transferred to the 
defined contribution section of the scheme. Also during 2011, the Trustees decided that all benefits which are subject to increase in line with 
inflation should in future be increased in line with the Consumer Prices Index (CPI) rather than the Retail Prices Index (RPI) in relation to pensions 
in payment and agreed that, in accordance with the provisions of the trust deed, for deferred pensioners, all benefits which are subject to 
increases in line with inflation should also be increased in line with CPI rather than RPI .
Changes in present value of defined benefit obligation
19. Employee benefits
   2013 2012
   £000 £000
    (restated
    - note 1)
Defined benefit obligation at 1 January  37,371 34,169
Interest cost  1,540 1,588
Experience loss on defined benefit obligation  145 1,177
Changes to demographic assumptions  305 -
Changes to financial assumptions  1,442 2,349
Benefits paid from scheme  (1,181) (1,912)
Defined benefit obligation at 31 December  39,622 37,371
   2013 2012
   £000 £000
    (restated
    - note 1)
Fair value of scheme assets at 1 January  32,733 30,082
Interest on assets  1,364 1,410
Return on scheme assets less interest  4,688 2,666
Employer contributions  913 776
Administration expenses  (240) (289)
Benefits paid from scheme  (1,181) (1,912)
Fair value of scheme assets at 31 December  38,277 32,733
Changes in fair value of scheme assets Notes to the Financial Statements
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19. Employee benefits (continued)
Amounts recognised in the balance sheet
   2013 2012 2011 2010 2009
   £000 £000 £000 £000 £000
Present value of funded obligations  39,622 37,371 34,169 34,725 32,980
Fair value of scheme assets  38,277 32,733 30,082 31,733 27,701
Deficit for funded schemes - net liability and retirement  
benefit obligation at 31 December before taxation  1,345 4,638 4,087 2,992 5,279
c omponents of pension cost
Expenses recognised in the income statement
   2013 2012
   £000 £000
    (restated
    - note 1)
Administration expenses  240 289
Interest on defined benefit pension scheme liabilities  1,540 1,588
Expected return on defined benefit pension scheme assets (1,364) (1,410)
Total pension cost recognised in the income statement  416 467
Scheme assets
The weighted average asset allocations at the year-end and expected rates of return for scheme assets were as follows:
Allocation of scheme assets at 31 December
Asset category  2013 2012 2011 2010
Equities  63% 64% 61% 62%
Bonds  19% 21% 22% 23%
Property  10% 9% 9% 8%
Cash/other assets  8% 6% 8% 7%
   100% 100% 100% 100%
Reconciliation of net defined benefit liability
   2013 2012
   £000 £000
Net defined benefit liability at 1 January  4,638 4,087
Administration expenses  240 289
Net interest expense  176 178
Remeasurements  (2,796) 860
Employer contributions  (913) (776)
Net defined benefit liability at 31 December  1,345 4,638 Notes to the Financial Statements
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Principal actuarial assumptions
Weighted-average assumptions to determine benefit obligations at 31 December:
  2013 2012
Discount rate 4.55% 4.20%
Inflation (RPI) 3.60% 3.00%
Inflation (CPI) 2.60% 2.00%
LPI5 pension increases 2.60% 2.00%
LPI3 pension increases 2.50% 1.90%
LPI2.5 pension increases 2.30% 1.70%
Revaluation in deferment 2.60% 2.00%
Post retirement mortality assumption S1NA tables with CMI 2013  S1NA tables with medium
  projections and a 1.25% pa  cohort projection and a 1% pa
  long-term rate of improvement minimum improvement underpin
T ax free cash Members are assumed to take  Members are assumed to take
  the maximum cash available the maximum cash available
r emeasurements over the year
   2013 2012
   £000 £000
Gain on scheme assets in excess of interest  (4,688) (2,666)
Experience losses on liabilities  145 1,177
Losses from changes to demographic assumptions  305 -
Losses from changes to financial assumptions  1,442 2,349
Total remeasurements  (2,796) 860
Sensitivity of the value placed on the liabilities
Adjustment to assumptions Approximate effect on liabilities
Discount rate
Plus 0.5% (£3,297,000) 
Minus 0.5%  £3,771,000
Infla tion
Plus 0.5% £3,194,000 
Minus 0.5%  (£2,950,000)
Life expectancy 
Plus 1.0 years £1,080,000
Minus 1.0 years (£1,106,000)
The above sensitivities are approximate and show only the likely effect of an assumption being adjusted while all other assumptions 
remain unchanged.
Assumed life expectancy on retirement at age 65:
   2013 2012
   years years
Retiring today (member age 65)  22.2 21.5
Retiring in 25 years (member age 40 today)  24.4 23.8 Notes to the Financial Statements
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risk mitigation strategies
The Scheme holds annuities with Aviva and Legal and General to cover some of the pensions in payment.
Effect of the Scheme on future cashflows
The Company is required to agree a Schedule of Contributions with the Trustees of the Scheme following a valuation which must be 
carried out at least once every three years. The next valuation of the Scheme is due as at 31 October 2015. In the event that the valuation 
reveals a larger deficit than expected, the Company may be required to increase contributions above those set out in the existing 
Schedule of Contributions. Conversely, if the position is better than expected, contributions may be reduced.
The Company expects to pay contributions of £817,000 to the Defined Benefits Section of the Scheme in the year to 31 December 2014.
The weighted average duration of the defined benefit obligation is 19 years.
Defined contribution schemes
Contributions to schemes on a defined contribution basis in respect of other employees were £570,000 (2012: £634,000).
The Group also contributed on a defined contribution basis in respect of two directors (2012: two) and contributions of £69,000 
(2012: £69,000) have been charged to the income statement in respect of the year.
Share-based payments – Group and c ompany
current schemes
The Group operates an Executive Share Option Scheme for senior executives and a Save-As-You-Earn share option scheme that is open 
to all employees and full-time directors. All awards of share options are settled by physical delivery of shares. The Group also operates 
a Long Term Incentive Plan for executive directors and senior managers.
Executive Share Option Scheme 2005
For awards made under the executive scheme introduced in 2005, awards have been issued subject to one of the following 
performance conditions:
1)  25% of the award will vest if growth in earnings per share in the three year performance period, stated in the award, exceeds the   
 growth in RPI or the consumer price index (CPI) by 2 percentage points per annum and 100% will vest if growth exceeds RPI or CPI 
 by 7 percentage points per annum, with proportionate vesting for performance between these limits. In the case of other employees,   
 but not directors or senior managers, the upper threshold is reduced to 5 percentage points per annum in the case of awards with 
 a  value of less than a year’s salary. The terms of each award specify whether the comparison is with RPI or CPI.
2)  The award will vest dependant on the share price of Havelock over the period of the option.
The contractual life of all options granted under the Executive Share Option Scheme is 10 years. No options were granted during the year.
Sharesave Schemes 2005 and 2008
Under the Sharesave Schemes 2005, eligible employees can save up to £60 per month over a three or five year period and use the savings 
to exercise an option granted at the outset at a 20 per cent discount to the then prevailing share price. The contractual life of the options 
under the three year and five year schemes is three-and-a-half and five-and-a-half years respectively.
19. Employee benefits (continued) Notes to the Financial Statements
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Long Term Incentive Plan 2006
Awards made under the long term incentive schemes are subject to achieving certain performance targets over a three year period. 
The targets were chosen to align the performance of the individuals with the performance of the Group and the targets apply to all 
employees entitled to participate in the schemes. For awards made under the Long Term Incentive Plan 2006 during 2013, there are 
two performance conditions:
a)  the EPS test, under which 12.5% of the award will vest if growth in earnings per share above 2.55p, over the three year performance   
 period, exceeds the growth in RPI by 12.5 percentage points and 50% will vest if growth exceeds RPI by 200 percentage points, 
 with  proportionate vesting for performance between these limits, or
b)  the RoCE test, under which 12.5% of the award will vest if return on capital employed (RoCE) exceeds 5% per annum over the 
 three  year performance period, and 50% will vest if RoCE exceeds 9% per annum, with proportionate vesting between these limits.
There is an overriding requirement that Total Shareholder Return, in the performance period, is greater than 28% before any part of the 
award vests.
Awards made during 2012 are subject to the same performance conditions with a base earnings per share value of 2.4p and a Total 
Shareholder Return threshold of 20%.
Grants under Executive Share Option Scheme 2005
The fair value of services received in return for share options granted is measured by reference to the fair value of share options granted. 
The estimate of the fair value of the services received is measured based on the Black-Scholes Option Pricing Model for options granted 
in 2005 and prior. Options granted since 2005 have been valued using either a Binomial Valuation model for those options with earnings 
per share performance conditions or a Monte-Carlo simulation model for those with total shareholder return performance conditions. 
The contractual life of the options is 10 years and expectations of early exercise have been incorporated into the model.
The expected volatility is based on the historic volatility. Share options are granted under a service condition. Such conditions are not 
taken into account in the grant date fair value measurement of the services received.
There were no grants under the scheme during the current or prior year.
Long Term Incentive Plan 2006
The fair value of services received in return for share awards granted is measured by reference to the fair value of the share awards 
granted. In addition to grants to directors shown on page 47, conditional awards of 380,000 shares (2012: 330,000 shares) were 
granted to senior executives.
Grants under Sharesave Scheme
There were no grants under the Sharesave Scheme during the current or prior year. Notes to the Financial Statements
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outstanding share options
Details of outstanding share options awarded to employees, including executive directors, are as follows:
19. Employee benefits (continued)
2013 At 31 Dec 2013
        Vesting and
  At 1 Jan  Forfeited  Out- Exer- Exercise exercise dates
Da te 	 of	 gr ant	 2013	 Gr anted	 /lapsed	 standing 	 	 cisable	 price	 F r om	 T o
1994 Executive share option scheme 
04.04.03 15,000 - (15,000) - - 73.0p 03.04.06 03.04.13
27.10.03 28,000 - (28,000) - - 83.0p 26.10.06 26.10.13
07.04.04 10,000 - - 10,000 10,000 87.0p 06.04.07 06.04.14
  53,000 - (43,000) 10,000 10,000 
2005 Executive share option scheme 
12.07.05 50,000 - - 50,000 50,000 129.5p 11.07.08 11.07.15
23.11.05 57,250 - - 57,250 57,250 131.0p 22.10.08 22.10.15
13.04.06 71,000 - - 71,000 71,000 159.0p 12.04.09 12.04.16
10.04.07 25,000 - (25,000) - - 165.3p 09.04.10 09.04.17
14.04.08 55,000 - (55,000) - - 77.5p 13.04.11 13.04.18
05.10.10 300,000 - (300,000) - - 10.0p 05.10.13 05.10.20
  558,250 - (380,000) 178,250 178,250
2008 Sharesave scheme 
01.08.08 105,914 - (27,582) 78,332 78,332 59.0p 01.08.13 01.02.14
  105,914 - (27,582) 78,332 78,332
T otal options 717,164 - (450,582) 266,582 266,582
Weighted average exercise price 65.8p - 101.9p 65.8p 127.8p
The options outstanding at 31 December 2013 have an exercise price in the range of 59.0p to 159.0p (2012: 10.0p to 165.3p) 
and a weighted average contractual life of 1.34 years (2012: 4.75 years). The total charge for the year relating to employee 
share-based payment plans was £38,000 (2012: £15,000) all of which related to equity-settled share based payments. Notes to the Financial Statements
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20. Financial instruments
Overview
The Group has exposure to the following risks from its use of financial instruments:
– credit risk
– liquidity risk
– market 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.
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 principally from the Group’s receivables from customers.
Trade receivables
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer.
Customers are expected to make payment within 30, 60 or 90 days of the date of invoice, all invoices being raised in the month of 
supply of the relevant goods. Each business has a dedicated credit controller who is responsible for ensuring that debtors are followed 
up rigorously. Additionally, the Group has a policy of insuring certain debtors.
The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other 
receivables. The general allowance is determined based on historical experience of the Group’s credit control function, including 
payment statistics for similar financial assets.
Other receivables
Other receivables consist mainly of amounts due from the Company’s pension scheme in respect of pensions paid by the Company 
on behalf of the scheme.
Liquidity risk
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 
liquidity 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 lines of credit:
– £3.93 million revolving credit facility
– £1.25 million overdraft facility
– £0.15 million term loan
– £0.37 million finance lease facility
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.
The Group’s approach is to consider minimising this risk through hedge arrangements designed to manage a proportion of the Group’s 
overall exposure. At present, no hedge arrangements are in place as the Board has decided it is in the Group’s best interest to retain the 
benefit of low cash interest payments whilst it continues to reduce debt. Notes to the Financial Statements
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credit risk
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:
20. Financial instruments (continued)
   Group  Company
 
   2013 2012 2013 2012
   £000 £000 £000 £000
Trade receivables and accrued income  12,077 19,611 11,254 18,917
Cash and cash equivalents  4,122 3,289 1,016 554 
Credit risk for trade receivables and accrued income at the reporting date was in relation to the following countries:
   Group  Company
 
   2013 2012 2013 2012
   £000 £000 £000 £000
UK   11,530 18,879 10,716 18,217
Ireland  494 457 494 457
Netherlands  36 69 34 64
Others  17 206 10 179
   12,077 19,611 11,254 18,917
The Group’s exposure is spread across a large number of customers.
Impairment losses
The ageing of trade receivables and accrued income at the reporting date was:
   Group     Company
  2013 2013 2012 2012 2013 2013 2012 2012
  Gross Impairment Gross Impairment Gross Impairment Gross Impairment
  £000 £000 £000 £000 £000 £000 £000 £000
Not past due 11,261 - 18,789 - 10,478 - 18,140 -
Past due 0-60 days 651 - 821 - 625 - 780 -
More than 60 days 498 (333) 360 (359) 474 (323) 340 (343)
  12,410 (333) 19,970 (359) 11,577 (323) 19,260 (343)
The movement in the allowance for impairment in respect of trade receivables and accrued income during the year was as follows:
   Group  Company
 
   2013 2012 2013 2012
   £000 £000 £000 £000
Balance at 1 January  359 439 343 414
Impairment loss utilised  (26) (80) (20) (71)
Balance at 31 December  333 359 323 343 Notes to the Financial Statements
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The impairment loss at 31 December 2013 of £333,000 (2012: £359,000) - Company £323,000 (2012: £343,000) 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 owing is possible; at that point, the amount is considered irrecoverable and is written off directly against the financial asset.
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. 
Group
31 December 2013
   Carrying  Contractual 6 mths 6-12   More
	 	 	 amount	 cash 	 flows	 or 	 less	 mths	 1-2 	 yrs	 2-5 	 yrs	 than 	 5 	 yrs
   £000 £000 £000 £000 £000 £000 £000
Non-deriva tive 	 financial 	 liabilities
Secured bank loans  4,083 (4,162) (683) (636) (2,843) - -
Finance leases/HP contracts  373 (455) (60) (60) (120) (215) -
Trade payables  (11,566) (11,566) (11,566) - - - -
31 December 2012
   Carrying  Contractual 6 mths 6-12   More
   amount cash flows or less mths 1-2 yrs 2-5 yrs than 5 yrs
   £000 £000 £000 £000 £000 £000 £000
Non-deriva tive 	 financial 	 liabilities
Secured bank loans  5,850 (6,407) (666) (645) (5,096) - -
Trade payables  17,571 (17,571) (17,571) - - - -
   Carrying  Contractual 6 mths 6-12   More
	 	 	 amount	 cash 	 flows	 or 	 less	 mths	 1-2 	 yrs	 2-5 	 yrs	 than 	 5 	 yrs
   £000 £000 £000 £000 £000 £000 £000
Non-deriva tive 	 financial 	 liabilities
Secured bank loans  4,083 (4,162) (683) (636) (2,843) - -
Finance leases/HP contracts  373 (455) (60) (60) (120) (215) -
Trade payables  (10,998) (10,998) (10,998) - - - -
31 December 2012
   Carrying  Contractual 6 mths 6-12   More
   amount cash flows or less mths 1-2 yrs 2-5 yrs than 5 yrs
   £000 £000 £000 £000 £000 £000 £000
Non-deriva tive 	 financial 	 liabilities
Secured bank loans  5,850 (6,407) (666) (645) (5,096) - -
Trade payables  16,766 (16,766) (16,766) - - - -
c ompany
31 December 2013 Notes to the Financial Statements
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20. Financial instruments (continued)
The following table shows outstanding borrowings, the facilities available to the Group and Company and the undrawn amounts at the year end.
    2013   2012
   Balance   Undrawn Balance  Undrawn
   outstanding Facility amounts outstanding Facility amounts
   
   £000 £000 £000 £000 £000 £000
Bank loans  153 153 - - - -
Bank revolving credit  3,930 3,930 - 5,850 5,850 -
Bank overdrafts  - 1,250 1,250 - 1,250 1,250
Finance leases/HP contracts  373 373 - - - -
   4,456 5,706 1,250 5,850 7,100 1,250
Information on changes to the facilities subsequent to the year end is included in the Finance Director’s Review on page 23.
Interest rate risk
Profile
At the reporting date, the interest rate profile of the Group’s interest-bearing financial instruments was:
  Group Company
  carrying amount carrying amount
   
   2013 2012 2013 2012
   £000 £000 £000 £000
Fixed rate instruments
Financial liabilities  373 - 373 -
Variable rate instruments
Financial liabilities  4,083 5,850 4,083 5,850
Cash flow sensitivity analysis for variable rate instruments
A change of 100 basis points in interest rates at the reporting date 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.
   100bp  100bp
   increase  decrease
   £000  £000
31 December 2013
Variable rate instruments  (55)  55
31 December 2012
Variable rate instruments  (86)  86
Currency sensitivity
The Group manages foreign currency exposure by using forward exchange contracts. The impact on profit of a 1% fluctuation in the exchange 
rate of Sterling to Euros would be immaterial and the Group’s and Company’s foreign currency risk at 31 December 2012 and 2013 was also 
considered immaterial. Notes to the Financial Statements
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Fair values
Fair values versus carrying amounts
The fair values of financial assets and liabilities, together with the carrying amounts shown in the balance sheet, are as follows:
Group
   31 December 2013 31 December 2012
  
   Carrying  Fair Carrying Fair
   amount value amount value
   
   £000 £000 £000 £000
Trade receivables and accrued income  12,077 12,077 19,611 19,611
Cash and cash equivalents  4,122 4,122 3,289 3,289
Secured bank loans  (4,083) (4,120) (5,850) (5,965)
Trade payables  (11,566) (11,566) (17,571) (17,571)
Obligations under finance leases/HP contracts  (373) (373) - -
c ompany
   31 December 2013 31 December 2012
  
   Carrying  Fair Carrying Fair
   amount value amount value
   
   £000 £000 £000 £000
Trade receivables and accrued income  11,254 11,254 18,917 18,917
Cash and cash equivalents  1,016 1,016 554 554
Secured bank loans  (4,083) (4,120) (5,850) (5,965)
Trade payables  (10,998) (10,998) (16,766) (16,766)
Obligations under finance leases/HP contracts  (373) (373) - -
Estimation of fair values
The following summarises the methods and assumptions used in estimating the fair values of financial instruments reflected in the 
above table.
Trade and other receivables/payables
For receivables/payables with a remaining life of less than one year, or that are receivable or payable 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 carrying amount of these assets approximates their fair value.
Bank loans
Fair value is calculated based on discounted expected future principal and interest cash flows at current interest rates.
Obligations under finance leases/HP contracts
The carrying amount of these liabilities approximates their fair value. Notes to the Financial Statements
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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.
All financial instruments carried at fair value are Level 2.
20. Financial instruments (continued) Notes to the Financial Statements
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21. Capital and reserves
    2013 2012
    £000 £000 
Authorised:
60,000,000 (2012: 60,000,000) ordinary shares of 10p each  6,000 6,000
Allotted, issued and fully paid:
38,532,050 (2012: 38,532,050) ordinary shares of 10p each  3,853 3,853
Share capital
Movement in share capital
  2013 2012
  Number of shares Number of shares
In issue at 1 January and 31 December 38,532,050 38,532,050
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share 
at meetings of the Company. All shares rank equally with regards to the Company’s residual assets. These rights extend to the shares 
in the Company that are held by the Group.
The Board’s policy is to maintain a strong capital base and an appropriate level of borrowings so as to maintain investor, creditor 
and market confidence and to sustain future development of the business. The Board of Directors monitors the return on capital.
The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the 
advantages and security afforded by a sound capital position.
Merger reserve
The merger reserve contains the premium arising on the shares issued as consideration for acquisitions that qualify for merger relief 
under Section 612 of the Companies Act 2006.
other reserve
Following the transition to IFRS, the Group no longer revalues its property. The balance on the revaluation reserve under UK GAAP 
was transferred to the other reserve.
r evenue reserves
Within the revenue reserve is a balance at 31 December 2013 of £845,000 (2012: £845,000) relating to 1,224,929 (2012: 1,224,929) 
shares which are held on behalf of the Company in an ESOP Trust and which will be used to satisfy awards under share incentive plans.
22. Dividends
The directors do not propose a final dividend for 2013. Notes to the Financial Statements
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The calculation of basic earnings per share and underlying earnings per share at 31 December 2013 is based on the profit attributable 
to ordinary shareholders as follows:
23. Earnings per share
   2013 2012 2013 2012
   P r ofit Loss per share per share
   £000 £000 pence pence
    (restated   (restated
    – note 1)   – note 1)
Basic  283 8,061 0.8 21.6
Adjusted for:
Discontinued activities  - (8,670) - (23.2)
   283 (609) 0.8 (1.6)
Exceptional costs (net of associated tax credit)  - 264 - 0.7
Continuing operations (adjusted)  283 (345) 0.8 (0.9)
Diluted basic earnings per share    0.7 21.0 
Diluted earnings/(loss) per share – continuing operations    0.7 (0.9)
The weighted average number of shares used in each calculation is as follows:
Undiluted earnings per share
In thousands of shares
     2013 2012
Issued ordinary shares at 1 January    38,532 38,532
Effect of own shares held    (1,225) (1,225)
Weighted average number of ordinary shares for the year ended 31 December  37,307 37,307
Diluted earnings per share
In thousands of shares
     2013 2012
Weighted average number of ordinary shares for the year ended 31 December  37,307 37,307
Effect of share options in issue    2,090 1,150
Weighted average number of ordinary shares (diluted) 
for the year ended 31 December    39,397 38,457 Notes to the Financial Statements
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Non-cancellable operating lease rentals are payable as follows:
24. Operating leases – Group
   2013 2012
   £000 £000
Less than one year  1,122 986
Between one and five years  1,725 1,287
More than five years  109 63
   2,956 2,336
The Group leases offices, manufacturing facilities and warehouses, plant and machinery and motor vehicles under operating leases. 
Typical lease terms are shown below.
Offices, manufacturing facilities and warehouses  3 – 10 years
Plant and machinery  6 – 9 years
Motor vehicles  2 – 4 years
Operating leases – Company
Non-cancellable operating lease rentals are payable as follows:
   2013 2012
   £000 £000
Less than one year  882 766
Between one and five years  1,298 825
More than five years  109 63
   2,289 1,654
The Company leases offices, manufacturing facilities and warehouses, plant and machinery and motor vehicles under operating leases. 
Typical lease terms are shown below.
Offices, manufacturing facilities and warehouses  3 – 10 years
Plant and machinery  6 – 9 years
Motor vehicles  2 – 4 years
The Group has entered into a number of guarantees in the normal course of business with a total value of £140,000 (2012: £140,000) 
– Company £100,000 (2012: £100,000).
Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its 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.
25. Contingent liabilities – Group and Company Notes to the Financial Statements
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Group and c ompany
Identity of related parties
The Group has a related party relationship with its subsidiaries (see note 11), pension fund (see notes 5 and 19) and its executive 
and non-executive directors.
Transactions with key management personnel
Information relating to directors’ remuneration is contained in the Directors’ Remuneration section on page 44.
Compensation paid to other key management personnel was as follows:
26. Related parties
   2013 2012
   £000 £000
Salaries and other short-term benefits  821 864
Pension contributions  56 50
Total  877 914
Transactions with pension fund
Contributions to the defined benefit pension scheme are disclosed in note 19. Contributions to the defined contribution plans are 
disclosed in note 5 and note 19.
c ompany
Transactions with group companies
   2013 2012
   £000 £000
Purchases from
Clean Air Limited *  - 374
TeacherBoards (1985) Limited  480 631
Stage Systems Limited  897 1,040
   1,377 2,045
Amounts owed to group companies as at 31 December
ESA McIntosh Limited  (4,054) (4,054)
McIntosh 88 Limited  (287) (287)
TeacherBoards (1985) Limited  (255) (372)
Stage Systems Limited  (801) (1,186)
   (5,397) (5,899)
Intra-group transactions are determined on an arm’s length basis and settlement 
of amounts owed and owing is through  the inter-company accounts.
*Purchases relate only to the period during which Clean Air Limited was under group control. 95
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Five Year Financial Record
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Five Year Financial Record
Results  for 2009 to 2011 have not been restated for IAS 19 as the effect would be immaterial.
     2013 2012 2011 2010 2009
     £000 £000 £000 £000 £000
      Restated  Including  
      – note 1  discontinued 
        activities
Revenue    89,590 92,462 76,925 78,230 108,480
P r ofit/(loss)
Total operating profit/(loss) before
exceptional costs and non-recurring items    1,119 243 (1,722) (2,238) (1,214)
Exceptional costs    - (349) (1,203) (1,491) (3,461)
Impairment of goodwill    - - (3,383) (2,000) -
Total operating profit/(loss) after exceptional
costs and impairment of goodwill    1,119 (106) (6,308) (5,729) (4,675)
Net interest payable    (487) (758) (1,200) (1,202) ( 1,041)
Exceptional finance costs    - - (92) (437) (180)
Profit/(loss) before tax    632 (864) (7,600) (7,368) (5,896)
Tax (charge)/credit    (349) 255 987 1,302 1,913
Discontinued activities (net of tax)    - 654 2,277 2,004 -
Gain on disposal of discontinued activities    - 8,016 - - -
Profit/(loss) after tax    283 8,061 (4,336) (4,062) (3,983)
Capital employed
Non-current assets    14,014 15,786 16,945 24,991 27,899
Current assets    28,238 36,133 32,941 41,642 41,414
Assets classified as held for sale    - - 8,272 773 -
Current liabilities    (17,206) (24,321) (32,897) (25,904) (26,305)
Liabilities classified as held for sale    - - (3,903) - -
Non-current liabilities    (4,577) (9,548) (10,640) (25,430) (23,146)
Net assets    20,469 18,050 10,718 16,072 19,862
Net debt    (274) (2,447) (13,672) (19,688) (19,422)
Basic 	 fully 	 diluted 	 e arnings/(loss) 	 per 	 shar e
(continuing operations)    0.7p (1.6p) (17.7p) (16.3p) (10.7p)
Underlying 	 fully 	 diluted 	 e arnings/(loss) 	 per 	 shar e 	 befor e 
exceptional and non-recurring items (continuing operations)   0.7p (0.9p) (6.0p) (7.2p) (3.7p)
Dividends per share    - - - - 1.2p 98
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NOTICE IS HEREBY GIVEN that the fifty-first Annual General Meeting of Havelock Europa PLC will be held at Mossway, Hillend Industrial Park, 
Dalgety Bay, Fife, KY11 9JS at midday on 2 June 2014 to transact the following business of which Resolutions 1 to 6 will be proposed as Ordinary 
Resolutions and Resolutions 7 and 8 will be proposed as Special Resolutions:
1.  To receive the directors’ report and the financial statements of the Group for the financial year ended 31 December 2013 
 together with the auditor’s report.
2.  To elect Andrew Burgess as a director.
3.  To re-elect Eric Prescott as a director.
4.  To re-elect Richard Sweetman as a director.
5.  That KPMG LLP be and are hereby appointed auditor of the Group to hold office from the conclusion of this meeting until the conclusion 
 of the next general meeting at which accounts are laid before the Group at a remuneration set by the directors.
6.  That the directors be and are hereby generally and unconditionally authorised, pursuant to section 551 of the Companies Act 2006 
 (the “Act”), 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 up to an aggregate nominal amount of £1,284,402 provided that this authority shall expire on the earlier  
 of 30 June 2015 or the date of the next Annual General Meeting after the passing of this Resolution, save that the Company may before  
 such expiry (or the expiry of any renewal of this authority) make any offer or agreement which would or might require shares to be allotted,  
 or rights to subscribe for or to convert securities into shares to be granted, after such expiry and the directors may allot shares or grant  
 such rights in pursuance of such offer or agreement as if this authority had not expired, and provided further that this authority shall be  
 in substitution for the authority conferred by a resolution dated 27 June 2013 to the extent unused and shall supersede and revoke any 
 earlier authorities.
7.  That, subject to the passing of Resolution 6 proposed at the Annual General Meeting of the Company convened for 2 June 2014, or any  
 adjournment thereof, the directors be and are hereby generally empowered pursuant to section 570 and section 573 of the Companies Act  
 2006 (the “Act”) to allot equity securities (within the meaning of section 560 of the Act (including the grant of rights to subscribe for, or to  
 convert any securities into, ordinary shares of 10p each in the capital of the Company) for cash (a) by allotting new equity securities pursuant  
 to any authority for the time being in force conferred on them for the purposes of section 551 of the Act, or (b) by way of a sale of treasury  
 shares (within the meaning of section 560 of the Act), as if section 561 of the Act did not apply to such allotment, provided that this power  
 shall be limited to:
 (a)  the allotment of equity securities in connection with or pursuant to a rights issue or any other offer in favour of the holders of equity  
  securities and other persons entitled to participate therein in proportion (as nearly as may be practicable) to the respective numbers  
  of ordinary shares then held by them (or, as appropriate, the number of such securities which such other person are for those purposes  
  deemed to hold), but subject to such exclusions or other arrangements as the directors may think fit in relation to fractional entitlements  
  or to deal with problems under the laws of, or requirements of any recognised body or Stock Exchange in, any territory; and
 (b)  the allotment (other than pursuant to paragraph (a) of this resolution) of equity securities up to an aggregate nominal value of £192,660,  
  and shall expire on the date of the next Annual General Meeting of the Company after the passing of this resolution, or 30 June 2015  
  whichever is earlier, save that the Company may, before such expiry, make any offer or agreement which would or might require equity  
  securities to be allotted after such expiry, and the directors may allot equity securities in pursuance of such offer or agreement as if the  
  power conferred hereby had not expired.
8.  That the Company be and is generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the “Act”)  
 to make one or more market purchases (within the meaning of section 693(4) of the Act) of Ordinary Shares of 10 pence each in the capital  
 of the Company (“Ordinary Shares”) provided that:
 (a)  the maximum aggregate number of Ordinary Shares authorised to be purchased is 3,853,205 (representing 10 per cent 
  of the Company’s issued ordinary share capital);
 (b)  the minimum price which may be paid for such shares is 10 pence per share;
 (c)  the maximum price which may be paid for an Ordinary Share shall not be more than the higher of:
  I.  5 per cent above the average market value of an Ordinary Share for the five business days immediately preceding the date 
   on which the Ordinary Share is purchased, and
  II.  the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the  
   purchase is carried out;
 (d)  unless previously renewed, varied or revoked, the authority conferred shall expire at the conclusion of the Company’s next Annual  
  General Meeting or 18 months from the date of passing this resolution, if earlier;
 (e)  the Company may make a contract or contracts to purchase Ordinary Shares under the authority conferred prior to the expiry of such  
  authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of Ordinary Shares  
  in pursuance of any such contract or contracts; and
 (f)  Any Ordinary Share so purchased shall be cancelled or, if the directors so determine and subject to the provisions of any applicable laws  
  or regulations, held as treasury shares.
On behalf of the Board   Registered Office: 
Grant Findlay  i2 Mansfield, Hamilton Court, 
Secretary    Hamilton Way, Oakham Business Park, 
17 April 2014  Mansfield, Nottinghamshire, NG18 5FB
Notice of Meeting 99
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Annu Al RepoR t 2013
Notes:
1.  A member entitled to attend and vote at the above meeting may appoint one or more persons as his/her proxy to attend, speak and vote  
 instead of him/her at the meeting. If multiple proxies are appointed they must not be appointed in respect of the same shares. A proxy need  
 not be a member of the Company. A form of proxy is enclosed with this Notice. Completion and return of the form of proxy will not prevent  
 a member from attending the meeting and voting in person if he/she so wishes. A member may instruct their proxy to abstain from voting  
 on any resolution to be considered at the meeting by marking the “vote withheld” option when appointing their proxy. It should be noted  
 that an abstention is not a vote in law and will not be counted in the calculation of the proportion of votes “for” or “against” the resolution. 
 A member present in person or by proxy shall have one vote on a show of hands and on a poll every member present in person or by proxy  
 shall have one vote for every ordinary share of which he is the holder.
2.  In order to be valid, forms of proxy for the meeting and the power of attorney or other authority (if any) under which it is executed or a  
 notarially certified copy of such power or authority must be received, not later than 48 hours before the time fixed for the meeting, at the  
 office of the Company’s Registrars: Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
3.  CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for this  
 meeting by following 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.
4.  In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a “CREST Proxy  
 Instruction”) must be properly authenticated in accordance with Euroclear UK and Ireland Limited’s specifications and must contain the  
 information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the  
 appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be   
 transmitted so as to be received by the Company’s agent Capita Registrars Limited (CREST Participant ID:RA10) no later than 48 hours  
 before the time appointed for the meeting. 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 Company’s agent is able to retrieve the message by  
 enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST  
 should be communicated to the proxy through other means. CREST members and, where applicable, their CREST sponsors or voting service  
 provider(s) should note that Euroclear 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 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 provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical  
 limitations of the CREST system and timings.
5.  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.
6.  As at 16 April 2014 (being the last business day prior to the publication of this Notice), the Company’s issued share capital amounted 
 to 38,532,050 ordinary shares carrying one vote each. Therefore, the total voting rights in the Company as at 16 April 2014 were 
 38,532,050 votes.
7.  The directors’ service contracts and the letters of appointment of the non-executive directors will be available for inspection during normal  
 business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this Notice until the close of the  
 Annual General Meeting at the registered office of the Company and at the offices of Dickson Minto WS, Broadgate House, 20 Primrose  
 Street, London EC2A 2EW and on the date of the Annual General Meeting at Mossway, Dalgety Bay, Fife from 10am until the conclusion 
 of the meeting.
8.  Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those shareholders   
 registered in the register of members of the Company as at 6 pm on 29 May 2014 (or in the event that the meeting is adjourned, only those  
 shareholders registered in the register of members of the Company as at 48 hours before the time of the meeting) shall be entitled to attend  
 or vote at the above meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register  
 of members after 6pm on 29 May 2014, or in the event that the meeting is adjourned to a later time, on the register of members 48 hours  
 before the time of any adjourned meeting, shall be disregarded in determining the rights of any person to attend or vote at the meeting.
10.  Any corporation which is a member can appoint one or more corporate representatives. Members can appoint more than one corporate  
 representative only where each corporate representative is appointed to exercise rights attached to different shares. Members cannot  
 appoint more than one corporate representative to exercise the rights attached to the same share(s).
11.  Information regarding the Annual General Meeting, and a copy of this notice of Annual General Meeting, is available on 
 www.havelockeuropa.com. Members may not use any electronic address provided in this notice or in any related documents 
 (including the accompanying proxy form) to communicate with the Company for any purpose other than those expressly stated.
12.  Any person holding 3% or more of the total voting rights of the Company and who appoints a person other than the Chairman of the 
 Annual General Meeting as his proxy will need to ensure that both he, and his proxy, comply with their respective disclosure obligations  
 under the UK Disclosure and Transparency Rules.
Continued overleaf...
Notice of Meeting 100
Havelock europa plc 
Annu Al RepoR t 2013
13.  KPMG Audit Plc has informed the Company that they have initiated a process to streamline their two registered audit firms – KPMG Audit  
 Plc and KPMG LLP . As such, KPMG Audit Plc has notified the Company that they are not seeking re-appointment. Consequently, the Audit  
 Committee has recommended, and the Board has approved, the resolution to appoint KPMG LLP as Auditor of the Company. In connection  
 with the resignation of KPMG Audit Plc, the Company is required as a matter of law to send you a copy of the statement of the circumstances  
 connected with the resignation of the Company’s Auditor. This statement is set out below. 
The Directors
Havelock Europa plc
i2 Mansfield, Hamilton Court
Hamilton Way, Oakham Business Park
Mansfield, Nottinghamshire NG18 5FB
22 April 2014
Dear Sirs
Statement to Havelock Europa plc (No 782546) on ceasing to hold office as auditor pursuant to section 519  
of the Companies Act 2006
The circumstances connected with our ceasing to hold office from 2 June 2014 are that our company, KPMG Audit Plc, has instigated an 
orderly wind down of business. KPMG LLP , an intermediate parent,will accept appointment as statutory auditor subject to the passing of 
resolution 5 at the Havelock Europa plc AGM on 2 June 2014.
We request that any correspondence in relation to this statement be sent to our registered office, 15 Canada Square, London,
E14 5GL, marked for the attention of the Audit Regulation Department.
Yours faithfully
KPMG Audit Plc
Notice of Meeting 101
Havelock europa plc 
Annu Al RepoR t 2013
101
Havelock europa plc 
Annu Al RepoR t 2013 102
Havelock europa plc 
Annu Al RepoR t 2013
auditor
KPMG Audit Plc
Chartered Accountants
Bankers
Bank of Scotland
Nominated advisor for aIM
Oriel Securities
Debt advisors
Noble Grossart
Legal Advisors
Dickson Minto W.S.
Public Relations
Cardew Group
Registrars and Transfer Office
Capita Registrars
The Registry, 34 Beckenham Road
Beckenham, Kent BR3 4TU
Advisors 103
Havelock europa plc 
Annu Al RepoR t 2013
The Group
Group Head Office
Westway
Hillend Industrial Park
Dalgety Bay
Fife KY11 9HE
T + 44 (0)1383 823636
F + 44 (0)1383 824749 
Havelock Europa
eSa McIntosh
Westway
Hillend Industrial Park
Dalgety Bay
Fife KY11 9HE
T + 44 (0)1383 823636
F + 44 (0)1383 824749 
Mitchelston Drive
Kirkcaldy
Fife KY1 3LX
T +44 (0)1592 656200
F +44 (0)1592 656299
i2 Mansfield
Hamilton Court, Hamilton Way
Oakham Business Park, Mansfield,
Nottinghamshire NG18 5FB
T +44 (0)1623 416310
F +44 (0)1623 416401
Stage Systems
Prince William Road
Loughborough
Leicestershire 
LE11 5GU
T +44 (0)1509 611021
F +44 (0)1509 233146
TeacherBoards
Airedale Business Centre
Skipton, North Yorkshire
BD23 2TZ
T +44 (0)1756 700501
F +44 (0)1756 700502
Havelock Interiors
Shanghai Representative Office
1401 Shanghai Mart Office Tower
2299 Yan An Road West
Shanghai 200336 China
T 0086 21 62367006
F 0086 21 62367007 104
Havelock europa plc 
Annu Al RepoR t 2013
Notes
Registered in England No. 782546
Registered Office: i2 Mansfield, Hamilton Court, Hamilton Way 
Oakham Business Park, Mansfield, Nottinghamshire NG18 5FB
Design & Layout by The Havelock Design Team 
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