Superglass Holdings Plc 
annual report and accounts 2011
Investing in 
a sustainable 
future Superglass Holdings Plc is the 
leading independent insulation 
solutions provider to the UK 
and Irish markets
Based in Stirling, we make a full range of 
thermal and acoustic mineral wool products 
for the construction industry which are 
essential components required to meet the 
Government’s increasing requirements for 
improved energy efficiency in buildings.
You can view or download 
this report online
ar11.superglass.co.uk
oad 
uk
A message from Alex Mcleod
“  Superglass is recovering from the exceptionally 
challenging market and operational conditions. 
To date the energy suppliers have not delivered the 
expected run rate through CERT and have been slow 
to ramp up activity in 2011, as a result of this and the 
downturn in the construction industry demand for 
insulation has been significantly below anticipated 
levels throughout 2011.
  The management team has, however, taken positive 
action to confront these challenges and as a result 
has seen a recovery in market share and a significant 
increase in volumes since the end of the half year. 
Add to this the future is more positive: the deadline 
for achieving CERT targets is twelve months away 
and Green Deal consultation was announced in 
November. Energy providers have the opportunity 
to meet CERT targets but must double activity to 
achieve them. Superglass stands ready with the 
necessary capacity to help them deliver. 
  Superglass has successfully broadened its routes 
to market and its customer base, and has also 
delivered significant efficiency improvements.” 01
www.superglass.co.uk Superglass Holdings Plc  annual report and accounts 2011
Overview 
Overview:
Highlights
Financial highlights
K  Successful equity issue and capital restructuring completed 
on 2 December 2011 to fund the Group’s planned capital 
expenditure programme and to provide working capital
 K £8.0 million net of expenses raised from investors
 K  Core borrowings reduced to £5.1 million through the conversion 
of £12.15 million of bank debt into convertible shares
 K  Up to £2.0 million RSA grant received from Scottish Enterprise
K Results in line with recent market expectations
K Revenue £32.4 million (2010: £31.4 million)
K  Loss before tax, amortisation of intangibles and exceptional items 
£0.6 million (2010 PBTAE*: £3.7 million)
K  Adjusted EPS of 1.5 pence (2010: 7.0 pence)*
K  Balance sheet strengthened – subsequent to the year end
 K Pro forma consolidated net assets at 31 August 2011 £19.0 million
*  PBTAE – profit before tax adjusted for the effect of amortisation of intangibles and 
exceptional items. Similarly EPS is also adjusted for the amortisation of intangibles 
and exceptional items.
Operational highlights
K   Sales volumes up 13% on prior year through broader routes to 
market and an increased customer base 
K   Efficiency improvements made to the manufacturing plant ahead 
of next year’s substantial capital expenditure programme
Overview
01 Highlights
02 A strategic direction for the future
04 Chairman’s statement
Business review 
05 Chief Executive’s review
10 Financial review
12 Operational risks and uncertainties
14 Corporate social responsibility
Corporate governance
16 Directors and advisers
18 Directors’ report
21 Directors’ remuneration report
24 Corporate governance
28 Statement of Directors’ responsibilities
Financial statements
29 Independent auditors’ report
31 Consolidated income statement
31 Consolidated statement of comprehensive 
income and expense
32 Consolidated balance sheet
33 Consolidated cash flow statement
34 Consolidated statement of changes in equity
35 Notes forming part of the 
financial statements
52 UK GAAP parent company 
balance sheet
53 Notes to the UK GAAP parent company 
financial statements
Other information
56 Letter to shareholders
58 Notice of Annual General Meeting
ibc Five year record 02
Superglass Holdings Plc  annual report and accounts 2011 www.superglass.co.uk
Overview:
A strategic direction for the future
Management has taken positive action to 
confront the operational constraints on our 
business and the current market challenges
The Company’s assessment of the wider 
market suggests that there is a significant 
and continuing aggregate shortfall in 
CERT-related installations. 
Volatility in CERT-related volumes has 
had a major influence on the Company’s 
performance since our last statement. 
Superglass has continued to win market 
share in other channels, but we continue to 
experience significant energy related input 
cost pressures which is proving difficult to 
pass on to customers in such challenging 
market conditions. 
Throughout the year management 
took all appropriate actions to manage 
controllable costs. Even at this much 
reduced level of profitability, Superglass 
continued to be strongly cash generative 
at the operating level. Sales volumes 
finished ahead of forecast in cured 
products, compensating for continued 
underperformance in CERT related 
blowing wool product lines. As a result, 
output in non-CERT-dependent product 
lines ran at close to full capacity. However, 
product mix, market weakness and cost 
pressures all continue to affect margins.
The Government’s CERT targets remain 
in place and a substantial increase in 
energy suppliers’ activity is now required 
to achieve these targets by December 2012.
The management team has taken positive 
action to confront the operational constraints 
on our business and the current market 
challenges. With support from equity 
investors, Clydesdale Bank and Scottish 
Enterprise subsequent to the year end, 
we have been able to transform Superglass’ 
capital base. This has allowed us to 
implement a capital investment programme 
to commence March 2012, but also allows 
us to deliver significant returns on investment 
which will ensure the business becomes 
competitive again. The investment will 
substantially enhance the operating efficiency 
of our manufacturing plant which will, in turn, 
reduce our cost base, improve product quality 
and provide an additional production capacity. 03
www.superglass.co.uk Superglass Holdings Plc  annual report and accounts 2011
Overview 
Our strategy is to position 
Superglass to maximise its share 
of the potential benefits from 
structural growth drivers:
K  the successfully completed recapitalisation 
of the business;
K  improved operational efficiency, reduction in 
costs base of up to £3.6 million and improved 
product quality;
K  diversification and strengthening of the Group’s 
market position:
 K  broadening customer base; and
 K  penetrating new market channels.
            Pro forma 
         Unadjusted   Consolidated 
         Net assets Adjustment Adjustment net assets at 
         at 31 August Issue of new New banking 31 August 
         2011 shares facilities 2011 
         £000 £000 £000 £000
 Non-curr ent assets
 Property, plant and equipment       15,426 — — 15,426
Intangible assets        10,021 — — 10,021
 Curr ent assets
Inventories        2,284 — — 2,284
Trade and other receivables       2,461 — — 2,461
Cash and cash equivalents       — 7,637 — 7,637
Total assets        30,192 7,637 — 37,829
Current liabilities
 Other loans and borrowings       5,500 (319) (5,164) 17
Trade and other payables       11,362 — — 11,362
Current tax        693 — — 693
 Non-curr ent liabilities
Other loans and borrowings        12,086 — (6,986) 5,100
Deferred tax        1,617 — — 1,617
Total liabilities        31,258 (319) (12,150) 18,789
Net (liabilities)/assets       (1,066) 7,956 12,150 19,040
Pro forma net assets statement as at 31 August 2011
With support from equity 
investors, Clydesdale Bank 
and Scottish Enterprise 
we have achieved:
K  an equity raise of £8.0 million (net);
K  RSA grant award of up to £2.0 million;
K  bank term loan reduced by £12.1 million 
to £5.1 million;
K  new revolving credit facilities including:
 K  2 year repayment holiday; and
 K  2 year convenant test holiday.
View this section online
ar11.superglass.co.uk/overview
Our strategy Transforming our capital base 04
Superglass Holdings Plc  annual report and accounts 2011 www.superglass.co.uk
Overview:
Chairman’s statement
The management team has worked hard to 
transform the capital base of the Company
My statement today looks to the 
future. Over the last year, Superglass 
has faced unprecedented operational 
and trading challenges. These have 
been well documented. Despite this the 
management team has worked hard not 
only to increase sales to £32.4 million by 
broadening the Group’s customer base 
and routes to market but also to transform 
fundamentally the capital base of the 
Company through a successful equity 
issue and capital restructuring.
On 2 December 2011, Superglass 
confirmed that it had raised £8.0 million 
net of expenses from investors and agreed 
a capital restructuring in collaboration 
with its bankers, Clydesdale Bank, to reduce 
its core borrowings to £5.1 million through 
the conversion of £12.15 million of its bank 
debt into convertible shares. On 17 November, 
Scottish Enterprise announced that it had 
approved Superglass’ Regional Selective 
Assistance application for a grant of up 
to £2.0 million. The net proceeds of the 
grant and equity issue will be used to fund 
the Group’s planned capital expenditure 
programme and to provide additional 
working capital.
This capital expenditure programme is 
much needed and will commence in March 
next year with completion scheduled for 
March 2013. In conjunction with external 
consultants we have identified a number of 
areas where we can upgrade our processes 
and equipment to deliver increased capacity 
and operating efficiency gains, resulting in 
savings of up to £3.6 million in annual 
operating costs which will start to impact 
meaningfully in the 2012/13 financial year. 
This investment underpins a clear strategy 
for growth which combines a lower delivered 
product cost with a broader customer base 
and product range to strengthen Superglass’ 
competitive position.
I would like to take this opportunity to thank 
all our existing and new investors as well 
as Clydesdale Bank and Scottish Enterprise 
for their substantial support as we move 
into the next stage of our development 
and position Superglass for the future.
Tim Ross
Chairman
6 December 2011
Tim Ross, Chairman
“  The much needed capital expenditure 
programme supported by new and existing 
investors together with Clydesdale bank and 
Scottish Enterprise, underpins a clear strategy 
for growth which combines a lower delivered 
product cost with a broader customer base, 
to improve Superglass’ competitive position.”
ar11.superglass.co.uk/chairman 05
www.superglass.co.uk Superglass Holdings Plc  annual report and accounts 2011
Business review
Business review:
Chief Executive’s review
Ensuring a secure financial position 
despite market uncertainty
Introduction
During the year to 31 August Superglass 
faced a combination of exceptionally 
challenging market and operational 
conditions. Against this backdrop, the 
Group is today reporting trading in line 
with recent market expectations. Revenue 
was up 3% to £32.4 million despite the 
continued shortfall in the Carbon Emissions 
Reduction Target Scheme (CERT). Profitability 
was significantly affected by lower selling 
prices, higher energy costs and the impact 
of the repairs and pre-emptive maintenance 
works to the fabric of our two furnaces 
in the first half of the year, reducing our 
production capacity and resulting in a 
loss before tax, amortisation of intangibles 
and exceptional items of £0.6 million 
(PBTAE 2010: £3.7 million).
The management team has taken positive 
action to confront these challenges and 
as a result has delivered:
K
  a comprehensive recapitalisation of 
the balance sheet since the year end;
K
  the continued broadening of Superglass’ 
routes to market and its customer base; 
K
  an increase in volumes during the second 
half of the year;
K
  some efficiency improvements 
within the constraints of the current 
operating infrastructure; and
K
  a blueprint for a capital expenditure 
programme to deliver significant 
reduction in annual operating costs. 
Recapitalisation
I am delighted that with support from 
equity investors, Clydesdale Bank and 
Scottish Enterprise, subsequent to the 
year end, we have been able to transform 
Superglass’ capital base, not only enabling 
us to implement a capital investment 
programme which will commence in 
March 2012, but also providing us with 
the working capital we need to stabilise 
and grow our business. The investment 
will substantially improve the operating 
efficiency of our manufacturing plant to 
reduce our cost base by more than 15%, 
to improve product quality and to provide 
an additional 10% of production capacity.
Highlights of the recapitalisation are 
as follows:
K
  equity fundraising of £8.0 million net 
of expenses;
K
  Regional Selective Assistance award 
of up to £2.0 million;
K
  bank term loan reduced by £12.15 million 
to £5.1 million through a conversion 
of debt into convertible shares, these 
being exercisable into ordinary shares 
after two years:
 
K
  equity conversion terms: 12% at 
post share reorganisation trigger 
price of 70 pence and 11% at post 
share reorganisation trigger price 
of 90 pence;
K
 new bank facility terms agreed:
 
K
  repayment holiday on residual core 
debt of two years, thereafter repayable 
in quarterly instalments;
 K
  no covenant tests for two years, 
rolling twelve month cash flow and 
interest cover covenants tested 
quarterly thereafter; and
 
K
  committed Revolving Credit Facility 
until November 2016.
Summary of Chief Executive’s Review
 K  Positive management action to 
confront the financial and operational 
challenges faced throughout the year.
 K  Development of a detailed capital 
investment programme to deliver 
annual savings of up to £3.6 million, 
restoring the Company’s competitive 
market position.
 K  Expansion of customer base and 
product range despite very difficult 
trading conditions.
ar11.superglass.co.uk/ceo
Alex McLeod, Chief Executive 06
Superglass Holdings Plc  annual report and accounts 2011 www.superglass.co.uk
Business review:
Chief Executive’s review
continued
Capital expenditure programme 
to achieve lower delivered costs
In March 2011, the Group instructed 
the consultancy firm CM Projects, 
which specialises in projects for the glass 
processing industry, to undertake a high 
level benchmarking study of its production 
facilities and processes. In its report to 
Superglass, CM Projects highlighted several 
areas of the Group’s manufacturing and 
product handling processes which could 
be improved significantly.
The actions identified comprise seven 
discrete process areas requiring phased 
upgrades and modifications to existing 
machinery which, once fully implemented, 
have the potential to deliver aggregate 
annual operating cost savings of up to 
£3.6 million for an aggregate capital outlay, 
including a provision for fees and other 
contingencies, of approximately £6.5 million. 
Furthermore, this expenditure is also likely 
to result in improved product quality, 
increased production capacity and increased 
product compression leading to reduced 
transport costs.
The Board has now approved a detailed 
implementation plan, with the first phase 
of seven discrete project areas scheduled 
to commence in March 2012. Cost savings 
are expected to start to flow through from 
the 2012/2013 financial year onwards.
Operations
The financial year was a year of significant 
transition in operations. It began with the 
recovery from the furnace failure at the end 
of the previous financial year. Our second 
furnace was refurbished in December 2010 
and as a result we anticipate an extended 
working life for both furnaces until post 2015.
Despite limited availability of capital 
spending our operations team was able 
to deliver significant improvement in 
operating efficiency levels.
Sales and markets
Overall sales volumes were 13% ahead 
of prior year. This was due, in particular, 
to the growth we achieved in sales to 
specialist distributors where volumes were 
approximately 25% ahead of last year’s 
equivalent period. We also grew our volumes 
with builders merchants, which showed 
a 21% increase.
1. Developing our routes to market
“ The actions identified 
have the potential to 
deliver aggregate 
annual operating 
cost savings of up 
to £3.6 million for an 
aggregate capital 
outlay, including a 
provision for fees and 
other contingencies 
of approximately 
£6.5 million”
Reducing our CERT dependency...
K CERT activity to end 2012
K  Continued focus on the independent 
merchant sector has given a year on year 
growth of 21%
K  Specification activity has driven 25% sales 
growth with specialist insulation distributors
CERT
Specialist distribution
Builders merchants
Export
Other
Percentage volume by channel
2009 2011 07
www.superglass.co.uk Superglass Holdings Plc  annual report and accounts 2011
Business review
Innovation process supports the 
changing market position:
K  10 active projects in the innovation pipeline
K  new product launch of Superwall Roll 36 
in June is our first in more than 10 years 
and signals future intent
K  to date innovation focus has been on 
traditional markets, during 2012 focus will 
expand to new markets for Superglass
CERT activity throughout the year was 
below expectations. Increased installations 
have resulted in some modest improvement 
in volumes since the year end. Recent 
Government statements reminding energy 
suppliers of their obligations to meet CERT 
targets by December 2012 are welcome.
Pricing came under pressure for much 
of the financial year due to the continued 
lack of expected CERT activity. At a time 
of substantially increased energy costs, 
selling prices fell by more than 5%. However, 
with increasing demand since the year end 
and given that our plant is operating at 
close to full production capacity for cured 
products, the prospects for price recovery 
are more encouraging.
Dividends
Dividend payments have been suspended 
during 2011, largely as a result of the trading 
and financial position of the Company. The 
Board has agreed not to resume dividend 
payments during the next two financial 
years. In determining the level of future 
dividend payments thereafter, the Directors 
will take account of the profitability, cash 
Superwall Roll 36
Superwall Roll 36 is a BBA approved 
cavity wall roll. Treated with water 
repellent additives, Superwall Roll 36 
is intended for new masonry walls in 
full fill applications.
In
ch
K 
K 
K 
ved 
r 
l 36 
s in 
generation and underlying growth of the 
business while seeking to maintain 
an appropriate level of dividend cover.
Market drivers and future strategy
Recent market research indicates that 
the UK building insulation market will 
experience a trend rate of compound 
annual growth in excess of 5% between 
now and the end of 2015, much of which 
will be driven by Government legislation 
and the tightening regulatory environment 
and energy efficiency standards affecting 
residential, commercial and industrial 
property construction. Structural drivers 
of market demand are expected to include 
the mandatory Government targets 
imposed under CERT for the period ending 
December 2012; the Green Deal initiative, 
which is intended to realise a further 
reduction in domestic energy consumption 
following the expiry of the CERT obligations; 
the progressive impact of planned changes 
to building regulations governing both the 
residential and commercial sectors; and 
the impact of rising energy costs.
2. Innovation 08
Superglass Holdings Plc  annual report and accounts 2011 www.superglass.co.uk
Business review:
Chief Executive’s review
continued
K  Overall Equipment Effectiveness (OEE) is our key measure 
in driving efficiency, increasing capacity and tracks our 
progress in:
 K improving equipment reliability;
 K  driving down waste; and
 K maximising material utilisation.
K  Furnace rebuilds have reduced risk profile and contributed 
to improved reliability
K  Introduced a new 24/7 shift pattern
K  Step change in performance facilitates the higher sales 
volume levels leading to operational gearing benefits
3. Improving our efficiency
Market drivers and future strategy 
continued
Our strategy is to position Superglass 
to maximise its share of the potential 
benefits from the structural growth 
drivers identified above, through the 
following initiatives:
K
  the successfully completed 
recapitalisation of the business;
K
  the delivery of a material improvement 
in the Group’s competitive market position 
through the lower delivered cost initiative 
that underpins the Group’s capital 
expenditure plans; and
K
  continued diversification and 
strengthening of the Group’s market 
position by broadening its customer 
base, its penetration of new market 
channels and the introduction of new 
value-added products.
Current trading and outlook
Superglass sales volumes continue 
to be ahead of prior year in cured 
products compensating for continuing 
underperformance in CERT-related blowing 
wool product lines. As a result output 
in non-CERT-dependent product lines is 
running at close to full capacity. The Board 
expects product mix, market weakness and 
cost pressures to continue to affect margins 
throughout the first half of the current 
financial year.
Looking forward, and as noted in previous 
statements, a substantial increase in energy 
suppliers’ activity is now required to achieve 
the Government’s mandatory CERT targets 
before the expiry of CERT in December 2012. 
This provides some grounds for optimism 
in the short term. However, the current 
level of activity within the residential 
housebuilding market in the UK, together 
with the well-documented pressures on 
the consumer, provide ample grounds for 
caution as to the likelihood of any significant 
uplift in overall market demand in 2012. 
We benchmark against “best in class”
2010-11 concluded a detailed exercise to benchmark 
Superglass against best practices in energy consumption, 
process efficiencies and waste elimination. Working with 
Europe’s premier glass and glass fibre consultants 
Superglass has created a multi-million pound investment 
plan for its site in Stirling. To be completed in March 2013, 
the investment will take Superglass on a journey to compete 
with best in class for efficiencies, “lowered delivered 
costs” and increased product quality and “desirability.” 09
www.superglass.co.uk Superglass Holdings Plc  annual report and accounts 2011
Business review
K  Significant drive to improve plant reliability and reduce waste
K  Furnace repairs have reduced risk profile and contributed to 
improved reliability
K  December extreme weather impacted on plant performance 
and overall profitability by £0.5 million
K  Step change in performance facilitates the higher sales 
volume levels leading to operational gearing benefits
The key operating assumptions upon which 
the debt reduction and restructuring and 
the capital expenditure programme have 
been based are intended to ensure that 
the Group’s financial position remains 
secure even in the absence of a sustained 
recovery in market conditions.
In any event, 2012 will be a year of transition 
for Superglass with underlying trading 
performance likely to be impacted by the 
capital expenditure programme which is 
planned to commence in March 2012 and 
continue throughout the remainder of the 
calendar year. The payback from this 
programme will be reflected within the 
Group’s financial results in future trading 
periods and its fundamental purpose is 
to restore the Group’s competitive market 
position. This is expected, in turn, to provide 
the platform for a recovery in underlying 
trading performance in the medium term, 
whether or not there is any sustained 
upturn in overall market demand.
Alex McLeod
Chief Executive Officer
6 December 2011
4. Building a stronger team
Superglass is committed to achieving the 
highest level of employee engagement in 
its journey to excellence. 
Over the last year we have many reasons to be proud 
of the commitment and team spirit that underpins the 
changes taking place within the Company. Over the 
last 12 months we have: 
K  improved communication throughout the business 
so that all employees understand and are able to 
support our business strategy;
K reduced absenteeism to best in class;
K  reviewed our HR Policies ensuring they support 
a “one team approach”; and 
K  positive impact of Specification Team on 
sales generation.
“  The payback from 
this programme will 
be reflected within 
the Group’s financial 
results in future 
trading periods and its 
fundamental purpose 
is to restore the 
Group’s competitive 
market position.” Superglass Holdings Plc  annual report and accounts 2011 www.superglass.co.uk
10
Business review:
Financial review
Revenue
Sales revenue increased by 3% in the 
year to £32.4 million (2010: £31.4 million). 
Sales volumes were restricted by production 
availability during the first half year, 
downtime following the July 2010 furnace 
failure and precautionary refurbishment of 
the second furnace, reducing production 
availability by 20% during this period. Sales 
during the second half were 16% up and 
volumes rose across most supply channels, 
the major exception being in CERT related 
cavity blowing wool. Sales prices were, 
however, under pressure throughout much 
of the year. 
Operating profit
Adjusted operating profit (before 
amortisation and exceptional costs) fell 
from £4.3 million in the period ended 
31 August 2010 to £0.2 million. Production 
volume increased over the corresponding 
period. This was, however, overshadowed 
by significant increases in energy costs. 
Despite hedging a proportion of our forward 
purchase requirements, average purchase 
prices for energy rose by 37%. In addition 
rising oil prices drove up costs for 
packaging, certain raw materials and 
transport which could not be passed on.
Administrative expenses rose by 
£0.6 million, primarily as a result of the 
effect of increased insurance costs and 
one-off provision adjustments.
A total of £4.2 million was charged 
for amortisation of intangibles, which 
represents the final year of this charge. 
Net profit in subsequent years should 
be more closely aligned with the cash 
generation of the Group.
Finance costs
Finance charges amounted to £0.8 million 
in the 2010/11 financial year. As a result 
of the reduced level of core borrowings in 
the business following the recapitalisation 
of the Company, we expect finance costs 
to reduce by £0.3 million in the current 
financial year.
Exceptional costs
Exceptional costs of £0.2 million related 
to the planned closure of our small loss 
making conversion operation and the 
completion of an environmental 
improvement programme.
Taxation
The underlying effective current tax charge 
(excluding adjustments in respect of prior 
years and the deferred tax adjustments in 
respect of the substantively enacted tax rate 
reduction) for the Group is 27% (2010: 30%).
Earnings per share
Adjusted earnings per share 
(excluding amortisation of intangible assets 
and exceptional items) were 1.5 pence 
(2010: 7.0 pence). The basic loss per share 
amounted to 6.2 pence (2010: 0.5 pence).
Pension scheme
The Group continues to operate a 
defined contribution Group personal 
pension plan which is administered by 
a major specialist pension provider and 
therefore has no unforeseen present 
or future pension liabilities.
Net assets
The equity issue and debt conversion 
subsequent to the year end significantly 
strengthened the Group’s balance sheet. 
The table on page 3 is illustrative and 
shows the Group’s consolidated net assets 
on a pro forma basis as at 31 August 2011, 
adjusted for the impact of the subsequent 
equity raise and the conversion of bank 
debt into equity. Unadjusted net liabilities 
were £1.0 million. Immediately following 
the equity issue, cash and cash equivalents 
increased to £7.6 million. Short and long-term 
borrowings reduced by £12.1 million 
to £5.1 million following the capital 
restructuring resulting in adjusted pro 
forma net assets of £19.0 million.
Summary of Financial Review
K  Revenue increased by 3% in the year, 
but operating profit was affected by 
reduced selling prices and significant 
cost increases on energy, carriage 
and oil based raw materials.
 K  Significant investment of 
resource to achieve successful 
management of working capital 
exacerbated by reduced trading 
performance and increased capital 
expenditure requirement. 
 K  Successful equity raise and 
recapitalisation to improve net asset 
position by £20.0 million and 
remove debt and covenant burden 
for two years.
ar11.superglass.co.uk/finance
Tony Kirkbright, Finance Director www.superglass.co.uk Superglass Holdings Plc  annual report and accounts 2011
Business review
11
Treasury and financial risk management
Superglass aims to reduce financial risks 
wherever possible and ensure that it has 
sufficient liquidity to meet all foreseeable 
needs. Forward currency contracts in US 
Dollars are used to hedge foreign currency 
purchases of certain manufacturing 
consumables with the objective of minimising 
the effect of fluctuations in exchange rates 
on future transactions and cash flows.
To the extent that Group purchases 
denominated in Euros cannot be offset 
against sales receipts, forward currency 
contracts in Euros are used. Separate bank 
accounts are held for all currencies in 
which trade is conducted, in order to 
facilitate the collection of debts and the 
management of currency positions.
The Group normally enters long-term 
flexible energy supply contracts, which 
allow it to forward purchase a variable 
proportion of its power requirements for 
up to 36 months. The gas supply contract 
renewal negotiation was deferred pending 
completion of the equity raise and capital 
restructuring and will now be concluded 
prior to the expiry of the existing contract 
on 31 March 2012. 
Proven credit control procedures have been 
developed which, together with cover provided 
by its credit insurer, minimise the credit 
risk to the Group. For the year ended 
31 August 2011 the bad debt expense 
amounted to 0.03% of sales (2010: 0.09%), 
achieved against a backdrop of restricted 
availability of credit insurance from 
commercial insurers for parts of the 
customer base.
Share capital
Following the recapitalisation subsequent 
to the year end, the Company has two 
classes of share capital which consist of 
ordinary shares and convertible shares.
Ordinary shares
The ordinary shares carry no right to fixed 
income, but holders 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 regard to the Company’s 
residual assets and there are no restrictions 
on the transfer of the Company’s shares. 
During the period the Company complied 
fully with the requirements that apply to its 
shares as a consequence of these shares 
being listed on the London Stock Exchange.
Convertible shares
The convertible shares which are 
owned by Clydesdale Bank have rights 
of conversion into ordinary shares in the 
capital of the Company in two tranches, 
subject to certain conditions such that, 
if all the convertible shares were to be 
converted at the agreed conversion ratio, 
the resulting interest in ordinary shares 
held by Clydesdale Bank would be 
14,985,748 ordinary shares (equivalent to 
23% of the newly adjusted share capital).
The first tranche of 12% will be 
convertible if, between 2 December 2013 
and 2 December 2023, the Company’s 
average ordinary share price, for a period 
of at least 20 consecutive days, is greater 
than or equal to 70 pence.
If, during that same period and using the 
same methodology, the Company’s average 
ordinary share price is greater than or equal 
to 90 pence, the second tranche of 11% will 
be convertible in full.
The convertible shares will be entitled 
to participate in a return of capital and, 
following an entitlement to convert into 
ordinary shares arising, the appropriate 
number of convertible shares will be 
entitled to participate in dividends and 
other distributions of profits pari passu 
with the ordinary shares in issue. The 
convertible shares will be entitled to 
participate in a future fundraising of the 
Company but will have no voting rights, 
save in limited circumstances. 
The convertible shares will not be listed 
on the Official List of the London Stock 
Exchange nor will they be admitted to 
trading on an investment exchange.
Tony Kirkbright
Finance Director
6 December 2011
 Financial KPIs          2011 2010
(Loss)/profit before tax and amortisation margin (excluding exceptional items)     (1.8%) 11.8%
EBITA margin (excluding exceptional items)        0.5% 13.7%
Interest cover/(EBITDAE/interest)        2.1 9.0
Capex: depreciation          143.3% 83.0%
Underlying earnings per share*         1.5p 7.0p
*  Underlying results exclude the £4.2 million charge for amortisation of intangible assets (2010: £4.4 million) and exceptional items of £0.2 million (2010: £nil). 
The term underlying is not defined in IFRS and therefore may not be comparable with similarly titled measures reported by other companies. Underlying measures 
are not intended as a substitute for, or superior measure to, IFRS measures. Superglass Holdings Plc  annual report and accounts 2011 www.superglass.co.uk
12
Business review:
Operational risks and uncertainties
The Group has introduced 
improved risk profile reporting 
There are a number of potential risks and uncertainties which could 
have an impact on the Group’s performance.
The Directors have introduced improved risk profile reporting, closely 
monitoring market trends and risks on an ongoing basis, which is 
the focus of monthly management meetings where performance is 
measured against budget, forecast and prior year. The key risks and 
uncertainties facing the Group are as follows:
Risk Description
Future market conditions 
may be less favourable 
than the Directors expect
There may be excess 
glasswool manufacturing 
capacity in the UK in 
the future, resulting 
in more competitive 
market conditions
The Directors expect that Government-led initiatives aimed at improving the energy 
efficiency of residential, commercial and industrial buildings, together with changes to 
UK building regulations, will be of continuing importance in underpinning the Group’s 
markets for the foreseeable future. In the event that these initiatives do not proceed in 
the form anticipated by the Directors, the Group’s sales volumes and trading prospects 
may be adversely affected.
In the event that future market demand does not grow in accordance with the Directors’ 
expectations or available UK glasswool manufacturing capacity increases more rapidly 
than they currently anticipate due, for example, to new market entrants, there may be an 
excess supply of product in the domestic market. Such a situation could create downward 
pressure on selling prices.
Superglass derives a 
significant proportion 
of its sales from a small 
number of key customers
In the financial year ended 31 August 2011, approximately 78% of the Group’s total 
turnover was derived from ten major customers. In the event that orders placed by these 
key customers fall below the Directors’ expectations in the future or that the Group’s 
relevant contracts with these key customers are renewed on less favourable terms or 
terminated, the Group’s prospects and financial performance may be adversely affected, 
although the risk of material loss of sales volume is mitigated by the decentralised nature 
of the Group’s key trading relationships and related purchasing decision making.
The Group derives all 
its sales from one type 
of product
Unfavourable publicity or other adverse reputational factors concerning the Group and 
its products, as well as a reduction in demand for this type of product or new products 
entering the market could damage customer goodwill and the Group’s market position. www.superglass.co.uk Superglass Holdings Plc  annual report and accounts 2011
Business review
13
The Group operates 
from a single 
manufacturing site
The Group produces glasswool insulation at a single manufacturing site in Stirling, 
Scotland. In the event of a prolonged interruption to production at this site, Superglass 
would not have the ability to transfer its manufacturing activities to other facilities and 
may not be able to meet the demand for its products from customers and prospective 
customers, potentially eroding its market position.
The Group’s operations 
could be adversely 
affected if it is unable 
to maintain a co-operative 
relationship with 
Glass Inc., a supplier 
of key technology
The Group has a long term agreement with Glass Inc. for the use of certain fiberising 
technology and knowhow. Additionally, the Group purchases fiberising equipment from 
Glass Inc. that is used in the production process; Glass Inc. is the exclusive supplier of this 
equipment. In the event that the technology or fiberising equipment ceased to be available 
to Superglass in the required form, there could be a material adverse effect on its ability 
to trade and therefore on the financial performance and prospects of the Group until 
alternative manufacturing arrangements could be implemented.
There is no certainty that the Group can optimise all of the efficiency improvements 
envisaged without Glass Inc’s co-operation and agreement; however, there is reasonable 
expectation that this will be provided.
Risk Description
Infrastructure 
limitations
The Group relies on the uninterrupted operation of its IT, manufacturing and 
other systems for the proper running of its commercial operations. Any significant 
breakdown of, or disruption to, these systems could have an adverse effect on production 
or the effective control of its commercial operations and risks. This could have a material 
adverse effect on the Group’s business, financial performance and prospects.
The Group’s operations 
expose it to the risk of 
health and safety and 
environmental liabilities
It is the policy of the Group to ensure that its employees work in as safe an environment 
as possible and that the risk and incidence of industrial accident or injury is minimised. 
Nevertheless, there are certain hazards associated with its manufacturing activities. 
The Group has actively promoted health and safety in the workplace in recent years and 
seeks to actively comply with its health and safety regulations. However, future occurrences 
could result in financial liabilities or penalties or a prolonged suspension of production.
The Group strives to comply with current environmental legislation. Future changes to 
environmental law may require the Group to adopt alternative and less efficient or more 
costly production processes and were the Group to infringe environmental legislation that 
could result in prolonged suspension of manufacturing operations and possible financial 
liabilities or penalties.
The supply of energy may 
be subject to disruption 
or price fluctuation
Gas and electricity supplies are required for the operation of the Group’s plant and 
production processes. Whilst the Group has entered into purchasing agreements that 
provide non-interruptible energy supplies and an element of price stability in the short 
term, increasing energy costs in particular may impact on trading margins if they cannot 
be passed on to customers. However, the Group aims to mitigate short term fluctuations 
in energy prices through a progressive hedging policy.
The Group’s continued 
success depends on 
the future services and 
performance of key 
executives and personnel
The Group depends on the continued service of its senior management, including its 
Executive Directors and senior management team. The Executive Directors and senior 
managers have significant industry and operational experience that is of key importance 
to the Group’s business. Superglass has entered into service agreements with each 
of these individuals, but retention of their services cannot be guaranteed. If the Group 
lost or suffered an interruption in the services of any of its Executive Directors or of a 
number of its senior managers, or if it was unable to continue to attract or develop new 
senior management with appropriate skills, the Group’s financial performance and 
prospects may be adversely affected. Superglass Holdings Plc  annual report and accounts 2011 www.superglass.co.uk
Business review:
Corporate social responsibility
14
Ensuring we deliver 
environmental solutions 
We are committed to 
satisfying our corporate 
and social responsibilities
This statement focuses on the following key areas:
Our people; Our community
Our employees remain our most important asset. Delivering 
increased employee engagement is a strategic priority, with 
ownership, involvement and accountability for employees 
across all areas of the business. 
Training is key; we are introducing training programmes to 
fill potential gaps in specialist skills.
Community engagement
We acknowledge that our company and our people are part 
of our local community and have taken our first steps towards 
building relationships within that community.
Health and safety
Health and safety is our no. 1 priority. Having put people first, 
the prime consideration is to ensure their health and safety is 
our main concern. We strive to reach the highest standards of 
health and safety. The Company firmly believes the prevention 
of accidents, including personal injury, is essential to the 
success of the business and that Directors and employees 
alike, accept and deliver their collective responsibilities.
Environmental responsibility
Protection of the environment is a key business philosophy. 
We accept our responsibility toward protecting the environment 
by minimising the impact upon it from our activities. Superglass 
operates in compliance with the Pollution Prevention & Control 
(PPC) legislation and has been granted certification by the 
Scottish Environmental Protection Agency (SEPA). In 2011 
we achieved a positive step change in our SEPA rating.
Ethical code of conduct
Highest standards of business conduct and ethics. Policies and 
guidelines are continually updated to ensure compliance with 
legal requirements.
View this section online 
ar11.superglass.co.uk/csr
Our people
Superglass has introduced HR policies 
that encourage employee engagement. 
Employees are involved and committed 
to the success of the Company. They are 
informed and aware of the strategic 
policies being implemented through 
a monthly Business Brief and gain 
personal satisfaction and reward for 
their contribution.
In all aspects we aim to act as a responsible 
employer and treat our employees in a fair 
and sympathetic manner, recognising them 
as individuals.
We are an equal opportunities employer 
and are committed to providing employment 
regardless of sex, marital status, race, 
religion, disability or age. We are also 
committed to the training and development 
of every employee.
We have policies and procedures in place 
that reflect our commitment to providing 
a workplace free from bullying, harassment 
and discrimination.
We will create an attractive working 
environment for our employees. We will 
recruit, hire and promote employees on 
the sole basis of suitability for the job, to 
stimulate their individual and professional 
development, and to provide safe and 
healthy working conditions.
Two Superglass apprentices completed 
their training in 2011; the first since the 
late 1980s at Superglass. Embracing 
training programmes is an ongoing 
initiative with a view to closing the future 
gap in specialist skills.
Superglass’ annual sponsorship of the 
Builders Merchants Awards 2011 Trainee 
of the Year exemplifies our policy to 
engage the wider community in the need to 
encourage training and acknowledge youth 
development in the construction industry.
Community engagement
Presentations to community bodies such as 
the Rotary Club and Probus, increase our 
standing locally as well as involvement in 
fundraising for local charitable concerns 
e.g. CHAS, Strathcarron Hospice. www.superglass.co.uk Superglass Holdings Plc  annual report and accounts 2011
Business review
15
Superglass has engaged with Going Carbon 
Neutral Stirling (GCNS) a locally run initiative 
encouraging people, schools, businesses 
and organisations to cut carbon in the 
Stirling area. 
As part of this we supported the ‘Green Doors’ 
initiative by supplying the St Ninians Church 
with loft insulation which has significantly 
improved the comfort of the church and 
reduced their heating bills.
Health and safety
Health and safety is led from the top at 
Superglass with the Board and Executive 
team monitoring the Company performance.
The Company firmly believes that the health 
and safety of its employees is paramount.
Our policy is:
K
  to provide adequate control of the 
health and safety risks arising from our 
work activities;
K
  to consult with our employees on matters 
affecting their health and safety;
K
  to provide and maintain safe plant 
and equipment;
K
  to ensure safe handling and use 
of substances;
K
  to provide information, instruction and 
supervision for employees;
K
  to ensure all employees are competent 
to carry out their tasks, and to give them 
adequate training;
K
  to prevent accidents and cases of 
work-related ill health; and
K
  to maintain safe and healthy 
working conditions.
Environmental responsibility
Superglass recognises the manufacture 
of glass fibre insulation has potential 
environmental impacts, particularly in 
relation to the emission of carbon dioxide 
and other gases. However, the carbon 
saved in the lifetime of the finished product 
once installed in a construction can be up 
to 200 times that used in its production. 
A further consequence of the manufacturing 
process includes the creation of waste water 
and other materials, either from production 
or in relation to packaging. There are 
significant economic reasons as well as 
environmental reasons for reducing waste, 
so Superglass has a number of strategic 
initiatives in place for 2012 to reduce waste 
from the process.
The Company takes steps to monitor all 
outputs from its manufacturing process 
and is committed to conducting its business 
with due regard to minimise its impact on the 
local and global environment. The Company 
considers that glass mineral fibres is one 
of the most sustainable insulation products 
available. Sourcing glass bottle cullet through 
a locally based partner, Viridor, means 84% 
of the finished product consists of 100% 
recycled glass bottles.
The Company is committed to the 
prevention of pollution. Performance 
against annual objectives and control of 
emissions will be monitored by the Board 
and Executive. Emissions are routinely 
monitored to ensure compliance with 
authorised limits, targets for continuous 
improvement are set within annual 
objectives and best practice is at the 
centre of our environmental policy.
The Company will involve and communicate 
with relevant local authority offices and 
regulatory officials and respond positively 
to concerns raised.
Energy captured in the form of waste 
gases from the furnace is recycled to 
smaller energy using units to minimise 
energy usage.
Superglass supported ‘On the Verge’ to 
plant wildflowers in the Stirling area in 
2011. ‘On the Verge’ is a local campaign 
backing the Stirling University based 
charity The Bumblebee Conservation Trust.
Recycling
We are focused on promoting the high 
recycled content of our products. Recycling 
takes place in various forms and certain 
points throughout our manufacturing process.
Our sustainable process
The protection of the environment is 
a key business philosophy at Superglass. 
As a leading manufacturer and supplier 
of glass mineral fibre insulation the 
Company recognises its responsibility 
to the environment and aims to be a 
proponent of sustainable management.
Our product
By virtue of its inherent properties Superglass 
insulation is a carbon saving product.
Melting process
The furnaces are fired with a mix of liquid 
oxygen and gas. The resulting waste gases 
minimise the nitrogen oxides reaching 
the atmosphere.
Transport
Transport is acknowledged as a 
considerable creator of CO
2
 emissions. 
All Superglass products are already 
compressed for deliveries which increases 
the amount of material on each vehicle. 
A key project in 2012 is to commission a 
new slab packing machine which will have 
a significant impact on the amount of slab 
product on a given vehicle.
Ethical code of conduct
Superglass strives to meet high standards 
of performance and behaviour based on 
the Company’s core values of business 
conduct, including personal integrity and 
social responsibility.
The Company is committed to creating 
long-term value for its customers, 
shareholders, employees and society, 
recognising that sustainable profit is 
essential for the continuity of its business.
We believe it is our responsibility to provide 
customers with products and services that 
offer value in terms of price and quality, 
and that meet high health, safety, and 
environmental standards.
We are focused on promoting the high 
recycled content of our products.
Recycling takes place in various forms 
and certain points throughout our 
manufacturing process. Superglass Holdings Plc  annual report and accounts 2011 www.superglass.co.uk
16
Corporate governance:
Directors and advisors
Tim Ross
Non-executive Chairman 
Tim read law at Oxford University and qualified as a solicitor, 
working in the City of London and as a company legal adviser, 
before attending London Business School and moving into general 
management. Previously a Main Board Director of George Wimpey plc, 
he is currently chairman of Hargreaves Services plc and a 
non-executive director of May Gurney Integrated Services plc, 
in addition to board positions with a number of private or 
venture capital-backed companies.
Alex McLeod 
Chief Executive Officer
Alex joined Superglass on 1 October 2009, becoming Chief 
Executive Officer on 1 November 2009. He has spent the majority 
of his career with BPB plc, now part of Saint Gobain’s, the world 
leader in the supply of plasterboard and gypsum plasters and a 
major supplier of insulation, ceiling tiles and related products.
Originally qualifying as an accountant and holding a number of 
senior financial positions with BPB, he subsequently moved into 
general management. He was managing director of St Gobain’s 
glasswool manufacturing operation in Cheshire, one of only two 
manufacturing competitors of Superglass in the UK. Over a 
five-year period he led that business to record levels 
of profitability and return on investment.
David Gray
Non-executive Director 
David joined the Board in July 2009. Previously a partner 
with KMG Thomson McLintock (now KPMG), he spent six years 
as managing director of Caledonian Paper plc, was finance 
director at Scottish Hydro Electric plc and business development 
director at Scottish and Southern Energy plc. More recently, 
he was an executive director at DTZ Holdings plc. His current 
directorships include Scottish Water and he was previously 
a non-executive director at F&C Asset Management plc. 
He is a member of Court at the University of Strathclyde.
David Shearer 
Senior Independent Director 
Appointed to the Board in February 2007, David, a qualified 
chartered accountant, is an experienced corporate financier, 
board level strategic adviser and business manager with both 
UK and international experience. He was previously senior partner 
for Scotland & Northern Ireland and a UK executive board member 
of Deloitte LLP.
He is deputy chairman of Aberdeen New Dawn Investment Trust plc, 
senior independent director of Renold plc, STV Group plc and 
Martin Currie (Holdings) plc and a non-executive director of Mithras 
Investment Trust plc. He was previously a director of City Inn Limited 
where he led the financial restructuring of that business prior to 
its sale to Blackstone, Chairman of Crest Nicholson plc where he 
stood down after successfully completing a financial restructuring, 
a non-executive director of Scottish Financial Enterprise and a 
Governor of the Glasgow School of Art. He also served one term 
ending in early 2007 as a non-executive director of HBOS plc. www.superglass.co.uk Superglass Holdings Plc  annual report and accounts 2011
Corporate governance
17
Tony Kirkbright 
Finance Director 
Tony joined Encon in 1986 as group accountant, from the 
Celcon Group plc based in Leeds where he was a cost accountant 
of a division of that company. On joining Encon, after a period as 
group financial controller, he took responsibility for implementing 
the financial and commercial systems required for Superglass 
Insulation to operate as a stand alone entity when it was formed 
in 1987.
He was appointed as Finance Director of Superglass Insulation 
in September 1990 and Encon manufacturing divisional finance 
director in September 1993 and has been involved in all aspects 
of the management of the business. He was instrumental in the 
management buy-out from 3i and Encon in 2005 and subsequent 
flotation in 2007. Tony is a qualified accountant.
Registered office
Eversheds House  
70 Great Bridgewater Street 
Manchester 
M1 5ES
Company registration number
05423253
Auditors
KPMG Audit Plc
191 West George Street  
Glasgow G2 2LJ
Sponsor, broker and financial adviser
Brewin Dolphin Securities Limited
12 Smithfield Street 
London EC1A 9BD
Financial public relations
Buchanan Communications
32 Castle Street 
Edinburgh EN2 3HT
Solicitors
Maclay Murray & Spens LLP
1 George Square 
Glasgow G2 1AL
Registrars
Capita Registrars
Northern House 
Woodsome Park 
Fenay Bridge 
Huddersfield 
West Yorkshire HD8 0LA Superglass Holdings Plc  annual report and accounts 2011 www.superglass.co.uk
The Directors submit their report and the audited accounts of the Group and the Company for the year ended 31 August 2011.
Principal activities and business review
The principal activity of the Group is the manufacture and sale of glassfibre insulation. The Chief Executive’s Review on pages 5 to 9 and 
the Financial Review on pages 10 to 13 contain a review of the Group’s activities, an analysis of key performance indicators, a description 
of the market in which the Group operates and an analysis of the key risks and uncertainties facing the Group.
Results and dividends
The loss before tax was £5.0 million (2010: loss of £0.7 million). The Directors are not recommending the payment of a final dividend for 
the year ended 31 August 2011 (2010: £nil) which, together with the interim dividend of nil pence per ordinary share (2010: 0.25 pence), 
results in a total dividend for the year of nil pence per ordinary share (2010: 0.25 pence per ordinary share). The Consolidated Income 
Statement for the year ended 31 August 2011 is shown on page 31.
Financial instruments
The Group’s risk management objectives and policy in relation to financial instruments are discussed in the Treasury and Financial Risk 
Management section of the Financial Review on pages 12 to 13.
Directors and their interests
The Directors of the Company currently in office are as stated in the Board of Directors on pages 16 and 17. There was no change 
in the composition of the Board of Directors in the year to 31 August 2011.
In accordance with the Company’s Articles, one third (or the nearest whole number below one-third) of the Directors are required 
to retire at each Annual General Meeting (AGM) and each Director must submit themselves for re-election at least every three years, 
together with Directors appointed by the Board since the date of any notice convening the previous AGM. At the 2011 AGM, David Shearer 
will retire by rotation and, being eligible, offer himself for re-election.
The interests of the Directors, as defined by the Companies Act 2006, in the ordinary shares of the Company are as follows:
           At  At 
           31 August 31 August  
Ordinary shares          2011 2010
Tim Ross          133,899 133,889
David Shearer          27,777 27,777
David Gray          25,000 25,000
Alex McLeod           — —
Tony Kirkbright          2,437,574 2,437,574 
Directors’ indemnities
The Directors have the benefit of qualifying third party indemnity provisions contained in the Company’s Articles of Association, which 
were in force throughout the year and remain in force as at the date of signing these financial statements.
Share capital
During the financial year ended 31 August 2011 the Company had a single class of share which was divided into ordinary shares 
of 1.0 pence each. Subsequent to the year end the Company has concluded a capital restructuring and equity raise, details of which 
can be found in note 28 to the financial statements.
This change has resulted in there being two classes of equity share in issue, ordinary shares and convertible shares. The par value of the 
ordinary shares in issue has changed from 1.0 pence each to 20.0 pence each and also the number of ordinary shares in issue has changed. 
Convertible shares are convertible into 14,945,748 ordinary shares if certain conditions are met from 1 December 2013 to 1 December 2023. 
Convertible shares will not be admitted to trading on the London Stock Exchange or any investment exchange and will have no voting 
rights attaching, save in limited circumstances.
Donations
During the year the Company made no political donations (2010: £nil) and charitable donations amounted to £520 (2010: £920).
Rights attaching to shares
The rights attaching to the ordinary shares are defined in the Company’s Articles of Association. The Articles of Association may be 
changed with the agreement of shareholders. 
Subject to any restrictions below, shareholders, if ordinary shareholders, may attend any general meeting of the Company and, 
on a show of hands, every shareholder (or his representative) who is present at a general meeting has one vote on each resolution.
Shareholders have the right to dividends approved in a general meeting and approved by the Board and can declare final dividends by 
passing an ordinary resolution but the amount of the dividends cannot exceed the amount recommended by the Board. The Board can 
pay interim dividends on any class of shares of the amounts and on the dates and for the periods they decide, provided the distributable 
profits of the Company support such payment. The Board may, if authorised by an ordinary resolution of the shareholders, offer any 
shareholder the right to elect to receive new ordinary shares, which will be credited as fully paid, instead of their cash dividend. The 
renegotiated facilities agreement with Clydesdale incorporates a provision to suspend dividend payments for a period of two years 
from the date of commencement of the agreement.
Corporate governance:
Directors’ report
18 www.superglass.co.uk Superglass Holdings Plc  annual report and accounts 2011
Corporate governance
Rights attaching to shares continued
If the Company is wound up, the liquidator can, with the sanction of an extraordinary resolution passed by the shareholders, divide among 
the shareholders all or any part of the assets of the Company and he can value any assets and determine how the division shall be 
carried out as between the members or different classes of members. No shareholders can be compelled to accept any asset which 
would give them a liability.
The Company can issue new shares and attach any rights to them. If there is no restriction by special rights attaching to existing shares, 
rights attaching to new shares can take priority over the rights of existing shares, or the new shares and the existing shares are deemed 
to be varied (unless the rights expressly allow it) by a reduction of paid up capital or if another share of that same class is issued and 
ranks in priority for payment of dividend or in respect of capital or more favourable voting rights.
Agreements with employees and significant agreements
There are no agreements between the Company and its Directors or employees providing for compensation for loss of office 
or employment (whether through resignation, purported redundancy or otherwise) that occurs because of a takeover bid.
The Company’s banking arrangements are terminable upon change of control of the Company. In the event of a change in ownership, 
assignment of the Company’s technology agreement with Glass Incorporated International specifically requires any new controlling 
entity to enter into an agreement on similar terms to the existing agreement. 
Major shareholders
As at 5 December 2011 the following had notified the Company of an interest of 3% or more in the Company’s issued ordinary share capital:
            Percentage  
            of issue 
           Number of ordinary  
           ordinary shares 
           shares %
BlackRock Advisors LLP (Institutional)        6,318,007 12.6
Ruffer LLP          5,653,911 11.3
W & R Barnett Ltd          4,975,449 9.9
Henderson Global Investors         4,968,010 9.9
Schroder Investment Management        3,947,943 7.9
Standard Life          2,713,882 5.4
Ennismore Fund Management         2,677,225 5.3
Legal & General          2,261,568 4.5
Power to allot shares and authority for the Company to purchase its own shares
The Directors propose to renew the general authority of the Company to make market purchases of its own shares to a total of 
5,017,000 ordinary shares (representing approximately 10% of the issued ordinary share capital of the Company) and within the price 
constraints set out in the special resolution to be proposed at the forthcoming AGM.
Employment
The Company’s policy on employee involvement is to adopt an open management style, thereby encouraging informal consultation 
at all levels about aspects of the Company’s operations. Employees can participate directly in the success of the business through 
participation in the Save As You Earn (SAYE) share option schemes.
Employment policies are designed to provide equal opportunities irrespective of colour, ethnic or natural origin, nationality, sex, religion, 
age, marital or disabled status.
Payment to suppliers
It is the Company’s policy to make payment to suppliers on our standard supplier terms unless alternative terms are agreed. 
The Company seeks to abide by these payment terms whenever it is satisfied that the supplier has provided the goods or services 
in accordance with the agreed terms and conditions.
The number of days’ purchases outstanding for the Group at 31 August 2011 was 88 days (2010: 84 days). The number of days’ purchases 
outstanding for the Company was nil (2010: nil).
19 Superglass Holdings Plc  annual report and accounts 2011 www.superglass.co.uk
Contracts of significance
There were no contracts of significance as defined by Listing Rule 9.8 in existence during the financial year.
Disclosure of information to auditors
The Directors who held office at the date of approval of this Directors’ Report confirm that, so far as they were each aware, there is no 
relevant audit information of which the Company’s auditors are unaware and each Director has taken all the steps that he ought to have 
taken as a Director to make himself aware of any relevant audit information and to establish that the Company’s auditors are aware of 
that information.
Auditors
In accordance with section 489 of the Companies Act 2006, a resolution for the re-appointment of KPMG Audit Plc as auditors 
of the Company is to be proposed at the forthcoming AGM.
Annual General Meeting
The notice convening the AGM, which will be held at Stirling Management Centre on 16 January 2012 at 10.00am, is included within this 
report, together with the explanation of any items of special business.
By order of the Board
Tony Kirkbright
Finance Director
6 December 2011
Corporate governance:
Directors’ report continued
20 www.superglass.co.uk Superglass Holdings Plc  annual report and accounts 2011
Corporate governance
Remuneration Committee membership
During the year the Remuneration Committee (the Committee) comprised the following Non-executive Directors:
K  David Gray (Chairman); and
K  David Shearer.
Responsibilities of the Committee
The Committee is responsible for determining all aspects of the remuneration of Executive Directors and Senior Executives within the 
framework of the general policy set by the Board and described below.
The remuneration of the Non-executive Directors is determined by the Executive Directors and approved by the Board. The Committee 
is responsible for determining the remuneration of the Chairman.
The Committee has formal terms of reference set by the Board modelled on the UK Corporate Governance Code, which are available 
from the Company and placed on the Company website.
Remuneration policy, practice and principles
The Board recognises that the Company’s continuing success depends on the quality and motivation of its employees. The Group aims 
to ensure that its remuneration packages are competitive to ensure that they align the interests of shareholders, Directors and Senior 
Executives and attract, retain and motivate high calibre individuals, rewarding the Executive Directors fairly for their contributions, 
whilst remaining within the range of benefits offered by similar companies. 
The total reward position is analysed by looking across each of the different elements of remuneration, including salary, pension, bonus 
and long-term incentives.
In considering and determining suitable remuneration packages for the Executive Directors, the Committee gives full consideration to 
the relevant best practice provisions set out in the UK Corporate Governance Code and takes account of pay structures in place for other 
employees of the Company. The Committee also determines the extent to which all performance targets are met.
Remuneration package 
The total remuneration package is designed to include performance and non-performance-related elements. Non-performance elements 
include salary, taxable benefits and pension entitlements. All other parts of the package are performance-related and relate to a mixture 
of cash and share-based incentives, described in detail below.
The main elements of the remuneration package for Executive Directors are:
K basic salary;
K performance-related bonus;
K pension contribution;
K performance share plan; and
K benefits.
Share options are awarded from time to time to other Senior Executives and a SAYE scheme is in operation, available to all employees. 
Bonus scheme
The bonus scheme that is in operation is based on the achievement of Group operating profit and on individual performance targets, with 
a weighting of 80% for the former and 20% for the latter. Payment of the profit-related element commences at budgeted operating profit 
and increases as operating profit increases, up to 125% of budgeted operating profit. Maximum award is limited to 75% of basic salary 
for Alex McLeod and 60% for Tony Kirkbright and payment is in the form of shares deferred for three years subject to the Committees’ 
discretion to pay a proportion in cash. Non-executive Directors do not participate in the Company bonus scheme.
Pensions
The Executive Directors are members of the Company’s Group Sponsored Personal Pension Plan, a defined contribution scheme under 
which the Company makes an annual contribution of 15% of basic annual salary. This may be supplemented by each member as desired 
and as permitted under current pension legislation. Annual bonuses, where they are awarded, are not pensionable. The Company contribution 
includes the premium payable for death-in-service insurance, the benefits of which accrue to the Executive Directors’ dependants.
Directors’ remuneration report
21 22
Superglass Holdings Plc  annual report and accounts 2011 www.superglass.co.uk
Share incentive plan
The Committee has approved a Performance Share Plan (PSP) for Executive Directors.
Under the terms of the PSP, Executive Directors may be awarded conditional awards of free shares or nil-cost options. The maximum 
market value over which individual awards could be made is 100% of salary. 
The Committee has considered whether there should be an element of the performance condition based on TSR but in view of the lack 
of a natural peer group and reflecting a strong desire to maximise shareholder value from earnings growth over the medium to long 
term, the performance target applying to the awards was based solely on adjusted earnings per share (EPS) growth targets. 25% of an 
award will vest for EPS growth of 25% over a three-year performance period: 100% of an award will vest for EPS growth of 50% over 
the same period, with straight-line vesting for EPS performance between these two points.
Details of shares awarded under the PSP are included in Table 1 – Performance Share Plan.
Service contracts
The Company’s policy on the duration of Directors’ contracts is that:
K  Executive Directors should have rolling service contracts terminable on no more than twelve months’ notice served by the Company 
or the Director; and
K Non-executive Directors are appointed for a fixed term of one year renewable on the agreement of both the Company and the Director.
Directors’ service
         Date of  Notice 
         contract period
Non-executive  
Tim Ross*        26 February 2007 See below
David Shearer        26 February 2007 See below
David Gray        17 July 2009 See below
Executive  
Alex McLeod        1 October 2009 12 months
Tony Kirkbright        16 August 2005 6 months 
* The services of Tim Ross are provided by Crosswater Resources Limited.
Non-executive Directors’ notice period
During the first twelve months of service, Non-executive Directors’ service agreements may be terminated on six months’ notice being 
given by either party, or in certain circumstances immediately. No formal notice period is specified after the first twelve months of service. 
Under certain circumstances upon termination the Company is required to make payment of Non-executive Directors’ fees to the extent 
that they would have been payable up to the anniversary of appointment. In certain other circumstances immediate termination would 
require no payment to be made by the Company. 
Performance graph
The graph below shows a comparison of the total shareholder return performance for the Company’s shares for the period since 
admission to the London Stock Exchange to 31 August 2011 against the FTSE All Share Index and the Construction and Materials Index. 
These indices were considered to be the most appropriate for the Company’s market capitalisation and industry sector.
The auditors are required to report on the information contained in the remainder of the Directors’ Remuneration Report.
Corporate governance:
Directors’ remuneration report continued
                   
    !
!
!
!
!
!
!
 !
!
!
!
!
"
"
"
"
"
"
"
 "
"
"
"
"
""
""
""
""
""
""
""
 ""
# $%  23
www.superglass.co.uk Superglass Holdings Plc  annual report and accounts 2011
Corporate governance
Table 1 – Performance Share Plan
     Granted Lapsed  Market price     
    31 August during during 31 August of award Exercise Performance Date of Exercise 
    2010 the year the year 2011 (pence)  price period award date
Alex McLeod   530,035 — — 530,035 28.5 nil 3 years 01/02/2010 30/11/2012
    — 583,657 — 583,657 26.5 nil 3 years 20/12/2010 20/12/2013
Tony Kirkbright   291,519 — — 291,519 28.5 nil 3 years 01/02/2010 30/11/2012
Table 2 – Directors’ remuneration
The remuneration of the Directors for the year was as follows:
           2011 2010 
       Salary/fees Bonus Benefits
1
 Pension
4
 Total Total 
       £000 £000 £000 £000 £000 £000
Executive Directors      
Alex McLeod
2
      150 — 14 23 187 175
John Smellie
3
      — — — — — 50
Tony Kirkbright      118 — 1 17 136 126
Non-executive Directors      
Tim Ross      50 — — — 50 50
David Shearer      38 — — — 38 38
David Gray      35 — — — 35 35
       391 — 15 40 446 474 
1 Benefits principally comprise provision of motor vehicle and private healthcare insurance. 
2 From date of appointment on 1 October 2009. 
3 Until retirement on 31 December 2009. 
4 Pension contributions represent defined contribution payments.
The Directors’ beneficial interests in shareholdings in the Company are shown on page 18.
Share price
The market price for shares in Superglass Holdings Plc ranged from 31.5 pence to 9.0 pence during the year and was 9.0 pence 
on 31 August 2011.
Approval by shareholders
At the AGM of the Company to be held on 16 January 2012, a resolution approving this report is to be proposed as an ordinary resolution.
This report was approved by the Board on 6 December 2011 and signed on its behalf by:
David Gray
Chairman, Remuneration Committee
6 December 2011 24
Superglass Holdings Plc  annual report and accounts 2011 www.superglass.co.uk
Introduction
Superglass is committed to the highest standards of business integrity and corporate governance and the Board is accountable to 
the Company’s shareholders for good governance. Its policy is to manage the affairs of the Company in accordance with the principles 
of corporate governance contained in the UK Corporate Governance Code 2010 (“the Code”).
The paragraphs below, together with the Directors’ Remuneration Report set out on pages 21 to 23, describe how these principles 
are applied within the Company.
Statement of compliance
Throughout the year ended 31 August 2011 the Company has been in compliance with the Code provisions set out in section 1 of the Code.
A full version of the Code is available on the official website of the Financial Reporting Council (www.frc.org.uk). The Board considers 
that throughout the year under review, the Company has complied with the Code in all respects.
The Group has in place appropriate insurance cover for Board members in respect of any legal action taken against them.
Directors and their independence
The Board currently comprises a Non-executive Chairman, two Non-executive Directors and two Executive Directors. The Non-executive 
Directors are considered by the Board to be independent of management and free of any relationship which could materially interfere 
with the exercise of their independent judgement. The Board has satisfied itself that there is no compromise to the independence of 
those Directors who have other appointments in outside entities. The Board considers that each of the Non-executive Directors brings 
their own senior level of expertise and experience and that the balance between Non-executive and Executive representation encourages 
healthy independent challenge to the Executive Directors and senior management. 
The Directors have been made aware of the Code recommendation that, where they have concerns that cannot be resolved about the 
running of the Company or a proposed action, they should ensure that their concerns are recorded in the Board minutes. Non-executive 
Directors have also been made aware of the recommendation that, on resignation, they should provide a written statement to the Chairman 
for circulation to the Board, if they have any such concerns.
The Senior Independent Non-executive Director is currently David Shearer. He will be available to shareholders if they have reasons 
for concern which contact through the normal channels of Chairman, Chief Executive or Finance Director has failed to resolve.
Conflicts of interest
The procedures that have been adopted by the Board require prompt notification by Directors of any possible conflict situation and 
the scrutiny initially of the Nominations Committee and then the Board before any decision to authorise or not is taken. The Board 
may approve a conflict situation unconditionally, give approval subject to conditions or decide not to approve and require that the 
Director concerned resolve the circumstances giving rise to the conflict. Any approval will be reviewed regularly and may be amended 
or withdrawn by the Board at any time. Only Directors who have no interest in the matter being considered are able to take the relevant 
decisions and at all times the Directors making such decisions must act in a way they consider, in good faith, will be most likely to 
promote the Group’s success. The Board is satisfied that these procedures are operating effectively and will keep them under review 
in light of emerging best practice in this area.
Role of the Board
The Board determines the strategic direction of the Group and reviews operating, financial and risk performance.
Board procedures
The Board has regular meetings throughout the year.
The formal schedule of matters reserved for the Board includes approval of the Group’s annual business plan; the Group’s strategy; 
acquisitions, disposals and capital expenditure projects above certain thresholds; treasury policies; dividend policy; transactions 
involving the issue or purchase of Company shares; borrowing powers; appointments to the Board; risk management; the scope 
of delegations to the Board; and Executive management of the Group.
In advance of all Board meetings the Directors are supplied in a timely manner with detailed comprehensive papers covering the Group’s 
operations in order to help them to discharge their responsibilities. An annual budget and business plan is prepared, which is then 
compared in detail with the monthly management accounts and the Executive Directors discuss and explain areas where performance 
departs from current expectations. All significant variances are discussed at Board level and appropriate action taken.
The positions of Chairman and Chief Executive are held by separate individuals. The Chairman is primarily responsible for the leadership 
and effective working of the Board and ensuring that each Director, particularly the Non-executive Directors, are able to make an effective 
contribution. He ensures that there is a constructive relationship between the Executive and Non-executive Directors. The Chief Executive 
has responsibility for all operational matters, which include the implementation of Group strategy and policies approved by the Board. 
In addition, the Non-executive Directors have access to senior management of the business either by telephone or via involvement 
at informal meetings. The Chairman meets with the Non-executive Directors without the Executives being present as required.
The Directors are given access to independent professional advice, at the Group’s expense, when the Directors deem it necessary 
in order for them to carry out their responsibilities. No such advice was sought in the year.
Corporate governance:
Corporate governance 25
www.superglass.co.uk Superglass Holdings Plc  annual report and accounts 2011
Corporate governance
Professional development
On joining the Board, Directors are provided with documentation on the Company and its activities. An induction programme and full 
site visit are arranged. Throughout their period in office the Directors are continually updated on the Group’s business, the competitive 
and regulatory environment and the industry in which it operates. Board meetings are regularly held at the operational site and tours 
are arranged to ensure that the Board is kept up to date with the latest operational developments.
Directors’ biographies are shown on pages 16 to 17. The terms and conditions of appointment of Non-executive Directors are available 
for inspection at the Company’s registered office and at the AGM.
Attendance at Board meetings and committee meetings
         Board Audit Remuneration Nomination
Number of meetings held       11 3 3 —
Executive Directors    
Alex McLeod         11 3 2 —
Tony Kirkbright        11 3 2 —
Non-executive Directors    
Tim Ross        11 1 2 —
David Shearer        11 3 3 —
David Gray         11 3 3 —
It is normally the case that the Board meets eleven times during any financial year. In the year to 31 August 2011 there were four 
additional meetings required in relation to the Group’s restructuring negotiations. 
A scheduled meeting of the Nominations Committee during the year was postponed and matters scheduled for this meeting will be dealt 
with during the financial year to 31 August 2012.
Board effectiveness
The Code attaches importance to boards having processes for individual and collective performance evaluation. The Directors have 
accordingly reviewed and updated existing processes for evaluating the Board’s operation and performance, including its committees. 
For individual performance evaluation, the Remuneration Committee assesses Executive Directors against annual performance targets. 
The Chairman meets with the Non-executive Directors at least annually to review their performance and the Senior Independent Director 
leads an evaluation process of the performance of the Chairman taking account of the views of the Executives.
Where a Non-executive Director stands for re-election, the Chairman will confirm to shareholders whether he is satisfied from formal 
performance evaluations that the Director’s performance continues to be effective and demonstrates commitment to the role.
Board committees
There are three Board sub-committees operated by the Group – the Audit Committee, the Remuneration Committee and the 
Nomination Committee. Formal terms of reference for the committees of the main Board detailed above are available for inspection 
at the Company’s registered office at the AGM and are also available from the Company’s website, www.superglass.co.uk.
The Audit Committee
The members of the Audit Committee are:
K David Shearer (Chairman); and
K David Gray.
The Group considers that both members of the Audit Committee have recent and relevant financial experience.
The Audit Committee reviews the scope, performance, results and cost effectiveness of the external audit and has delegated power 
from the Board to agree the fees of the external auditors. The Audit Committee is also responsible for reviewing non-audit services 
provided to the Group by the external auditors, satisfying itself on the independence and objectivity of the external auditors, and makes 
recommendations to the Board relating to their appointment. 
The Audit Committee monitors the financial reporting processes and reviews and advises the Board on the Group’s financial statements. 
The Committee reviews the operation of the Group’s system of internal controls and reports to the Board on the annual review of internal 
control and risk management.
The external auditors are given the opportunity each year to speak confidentially to the Audit Committee.
The Audit Committee also monitors the Group’s whistle-blowing procedures, ensuring that appropriate procedures are in place to allow 
employees to raise matters of possible impropriety in confidence.
Auditors’ independence and objectivity
The Audit Committee monitors the non-audit services being provided to the Group by the auditors to ensure that their independence 
and objectivity are not impaired. Any non-audit services that may be perceived to be in conflict with the role of the external auditors must 
be submitted to the Committee for approval prior to engagement, regardless of the amounts involved. The auditors are prohibited from 
performing services where they may be required to audit their own work or participate in activities that would normally be undertaken 
by management. Details of the amounts paid to the external auditors during the year for audit and other services are set out in the 
notes to the financial statements on page 35. 26
Superglass Holdings Plc  annual report and accounts 2011 www.superglass.co.uk
Board committees continued
The Remuneration Committee
The Remuneration Committee comprises the Company’s independent Non-executive Directors:
K David Gray (Chairman); and
K David Shearer.
The Committee will meet at least annually and will agree further meetings at its discretion. The duties of the Committee are to:
K  determine and agree with the Board the framework or broad policy for the remuneration of the Chairman, Executive Directors, 
the Senior Managers and any other employees specified by the Board;
K  within the terms of the agreed Board policy, determine individual remuneration packages including bonuses, incentive payments, 
share options, pension arrangements and any other benefits;
K  determine the contractual terms on termination and individual termination payments, ensuring that the duty of the individual 
to mitigate loss is fully recognised;
K  in determining individual packages and arrangements, give due regard to the comments and recommendations of the Code 
and the Listing Rules; 
K be told of and be given the chance to advise on any major changes in employee benefit structures in the Company;
K  recommend and monitor the level and structure of remuneration for Senior Managers and any other employees below Board level 
as required;
K agree the policy for authorising claims for expenses from the Chief Executive and from the Chairman of the Board; and
K  recommend an annual report for the Board to put to shareholders on Executive remuneration compliant with relevant legal 
and regulatory provisions.
The Committee is authorised by the Board to:
K seek any information it requires from any employee of the Company in order to perform its duties;
K  be responsible for establishing the selection criteria and then for selecting, appointing and setting the terms of reference 
for any remuneration consultants providing advice to the Committee at the Company’s expense; and
K obtain, at the Company’s expense, outside legal or other professional advice where necessary in the course of its activities.
The Nomination Committee
The Nomination Committee comprises the following members:
K Tim Ross (Chairman);
K David Shearer; and
K David Gray.
The function of the Nomination Committee is to provide a formal, rigorous and transparent procedure for the appointment of new 
Directors to the Board. In carrying out its duties, the Nomination Committee is primarily responsible for:
K identifying and nominating candidates to fill Board vacancies;
K  evaluating the structure and composition of the Board with regard to the balance of skills, knowledge and experience and making 
recommendations accordingly;
K reviewing the time requirements of Non-executive Directors;
K giving full consideration to succession planning; and
K reviewing the leadership of the Group.
Internal control
The Board is responsible for the Group’s system of internal controls and for reviewing its effectiveness. The implementation and 
maintenance of the risk management and internal control systems are the responsibility of the Executive Directors and other senior 
management. The system is designed to manage rather than eliminate the risk of failure to achieve business objectives and provide 
reasonable, but not absolute, assurance against material misstatement or loss.
The Group operates within a clearly defined organisational structure with established responsibilities, authorities and reporting lines to 
the Board. The organisational structure has been designed in order to plan, execute, monitor and control the Group’s objectives effectively 
and ensure that a strong internal control culture becomes embedded in the operations. The Chairman of the Audit Committee reports to 
the Board on issues relating to internal controls and risk management issues following each Audit Committee meeting.
Corporate governance:
Corporate governance continued 27
www.superglass.co.uk Superglass Holdings Plc  annual report and accounts 2011
Corporate governance
Internal control continued
The Group views the careful management of business risks as a key management activity. These business risks, which may be strategic, 
operational, reputational, financial or environmental, should be understood and visible. The business context determines in each situation 
the level of acceptable risk and controls. Risk assessment is a regular agenda item at Board meetings at which business risk will be 
identified, the probability of risks occurring will be quantified and the impact on the business reviewed in accordance with the Code. 
Risk management forms part of an integrated assurance framework which includes management review and external audit who 
consider controls only to the extent necessary to form an opinion on the truth and fairness of the annual financial statements. The aim 
is to ensure that the business understands the key risks it faces, has an embedded risk management approach to all of its activities, 
links risk management to business performance reporting and seeks continual improvement in the management of risk by sharing best 
practice throughout the organisation. 
The Audit Committee and the Board have reviewed the need for an internal audit function and are satisfied that, to date, this has not 
been required. The Board confirms that it intends to review the need for an internal audit function at least annually.
Going concern
In determining whether the Group’s 2011 accounts can be prepared on a going concern basis, the Directors considered all factors likely 
to affect its future performance and financial position, including cash flows, borrowing facilities and the risks and uncertainties relating 
to its business activities. These are set out in the Finance Review on pages 12 and 13 and in the notes to the financial statements.
The key factors considered by the Directors were:
K the implications of the challenging economic environment and weakening levels of demand;
K the impact of upward price pressure on input prices;
K the ability of the Group to maintain its frequency of receipt of trade receivables and the credit risk associated with these balances;
K the competitive environment in which the Group operates;
K  the potential actions that could be taken in the event that revenues are worse than expected in order to protect cash flows 
and operating profit; and 
K the finance facilities available and banking covenants. 
The Group prepares regular forecasts and projections of revenues, profits and cash flows that are essential for identifying areas on which 
management can focus to improve performance and mitigate the possible adverse impact of a deteriorating economic outlook. These 
also provide projections of working capital requirements.
The Directors have also considered the capital restructuring of the Superglass Group completed after the balance sheet date which 
included, inter alia, a debt for equity swap of £12.15 million and an injection of new equity of approximately £8.0 million (net of expenses). 
A pro forma balance sheet showing the financial effect of the debt for equity swap and capital injection as at 31 August 2011, as if they 
had been completed on that date, is shown on page 3. In November 2011 the Group was also awarded Regional Selective Assistance 
grant funding of up to £2 million from Scottish Enterprise.
In addition to the significant increase in the Company’s equity base, as set out in the pro forma balance sheet as at 31 August 2011, 
as part of the capital restructuring the Group’s bankers agreed to a repayment holiday of two years on the residual core borrowings 
of £5.1 million (these being repayable in equal quarterly instalments of £425,000 thereafter) and to no covenant tests being required 
for the next two years, with rolling twelve month cash flow and interest cover covenants being tested quarterly from November 2013.
Having considered all the factors impacting the Group’s business, having prepared relevant financial projections and sensitivities and 
having regard also to the successful capital restructuring after the balance sheet date, notwithstanding the net current liability position 
shown by the Group balance sheet at 31 August 2011 of £12.8 million (2010: £9.6 million), the Directors have a reasonable expectation 
that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, 
the Directors continue to adopt the going concern basis in preparing the Group’s 2011 financial statements.
Relations with shareholders
The Board recognises the importance of maintaining effective communication with its shareholders to ensure its strategy and performance 
is understood. This is achieved principally through the annual report and the AGM. The Company’s annual and interim results, as well as 
all announcements issued to the London Stock Exchange, are published on the Company’s website, www.superglass.co.uk. The Company 
maintains a regular dialogue with institutional investors and broker analysts, providing them with such information that is appropriate and 
necessary on the Company’s performance and future plans as is permitted under the guidelines of the Listing Rules. In particular, twice a 
year, following announcement of the interim and full-year results, formal presentations are made to institutional shareholders, where they 
have the opportunity to raise any questions.
The Board recognises that the AGM is the principal forum for dialogue with private shareholders and all shareholders are invited 
to attend. The AGM provides all shareholders with the opportunity to develop their understanding of the Company and ask questions 
of the Board on matters put to the meeting including the annual report and accounts. 28
Superglass Holdings Plc  annual report and accounts 2011 www.superglass.co.uk
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. Under that 
law they are required to prepare the Group financial statements in accordance with International Financial Reporting Standards (IFRS) 
as adopted by the European Union (EU) and applicable law and have elected to prepare the parent company financial statements in 
accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice).
Under Company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view 
of the state of affairs of the Group and parent company and of their profit and loss for that period.
In preparing each of the Group and parent company financial statements, the Directors are required to:
K select suitable accounting policies and then apply them consistently;
K make judgements and estimates that are reasonable and prudent;
K for the Group financial statements, state whether they have been prepared in accordance with IFRS as adopted by the EU;
K  for the parent company financial statements, state whether applicable UK Accounting Standards have been followed, subject 
to any material departures disclosed and explained in the parent company financial statements; and
K  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.
Under applicable law the Directors are responsible for preparing a Directors’ Report, Directors’ Remuneration Report and Corporate 
Governance Statement that complies with that law and these regulations.
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 and the Directors’ Remuneration Report comply with the Companies Act 2006. They are also responsible 
for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection 
of 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.
Each of the Directors, whose names and functions are listed in the Directors’ Report, confirm that, to the best of their knowledge 
and belief:
K  the Group and parent company financial statements, which have been prepared in accordance with the applicable sets of accounting 
standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and of the Group; and
K  the Directors’ Report and Business Review include a fair review of the development and performance of the business and the financial 
position of the Group, together with a description of the principal risks and uncertainties that they face.
Alex McLeod Tony Kirkbright
Chief Executive Officer Finance Director
Corporate governance:
Statement of Directors’ responsibilities
in respect of the annual report and the financial statements 29
www.superglass.co.uk Superglass Holdings Plc  annual report and accounts 2011
Financial statements
We have audited the financial statements of Superglass Holdings Plc for the year ended 31 August 2011 set out on pages 31 to 55. The financial 
reporting framework that has been applied in the preparation of the Group financial statements is applicable law and International Financial 
Reporting Standards (IFRSs) as adopted by the EU. The financial reporting framework that has been applied in the preparation of the parent 
company financial statements is applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice).
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. 
Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in 
an Auditor’s Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone 
other than the Company and the Company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditor
As explained more fully in the Directors’ Responsibilities Statement set out on page 28, 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 (APB’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 APB’s website at www.frc.org.uk/apb/scope/private.cfm.
Opinion on financial statements
In our opinion:
K  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 6 December 2011 
and of the Group’s loss for the year then ended;
K the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the EU;
K the parent company financial statements have been properly prepared in accordance with UK Generally Accepted Accounting Practice; and
K  the financial statements have been prepared in accordance with the requirements of the Companies Act 2006, and, as regards the 
Group financial statements, Article 4 of the IAS Regulation.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion:
K the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006;
K  the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent with 
the financial statements; and
K  the information given in the Corporate Governance Statement set out on pages 24 to 27, with respect to internal control and 
risk management systems in relation to financial reporting processes and about share capital structures, is consistent with 
the financial statements. 
Independent auditors’ report
to the members of Superglass Holdings Plc 30
Superglass Holdings Plc  annual report and accounts 2011 www.superglass.co.uk
Matters on which we are required to report by exception
We have nothing to report in respect of the following:
Under the Companies Act 2006 we are required to report to you if, in our opinion:
K  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
K  the parent company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement 
with the accounting records and returns; or
K certain disclosures of Directors’ remuneration specified by law are not made; or
K we have not received all the information and explanations we require for our audit; or
K a Corporate Governance Statement has not been prepared by the Company.
Under the Listing Rules we are required to review:
K the Directors’ Statement, set out on page 28, in relation to going concern;
K  the part of the Corporate Governance Statement on pages 24 to 27 relating to the Company’s compliance with the nine provisions 
of the UK Corporate Governance Code specified for our review; and
K certain elements of the report to shareholders by the Board on Directors’ remuneration.
M. Ross (Senior Statutory Auditor)
for and on behalf of KPMG Audit Plc, Statutory Auditor
Chartered Accountants
191 West George Street
Glasgow G2 2LJ
United Kingdom
6 December 2011
Financial statements:
Independent auditors’ report continued
to the members of Superglass Holdings Plc 31
www.superglass.co.uk Superglass Holdings Plc  annual report and accounts 2011
Financial statements
           31 August 31 August 
           2011 2010 
          Note £000 £000
Revenue           32,368 31,438
Cost of sales          (25,205) (21,385)
Gross profit          7,163 10,053
Distribution expenses         (4,024) (3,345)
Administrative expenses         (7,646) (7,042)
Other operating income         231 270
Operating loss          (4,276) (64)
Financial expenses         6 (754) (632)
Loss before taxation        3 (5,030) (696)
Analysed as:   
(Loss)/profit before taxation, exceptional items and amortisation of intangible assets    (594) 3,693
Exceptional items         5 (217) —
Amortisation of intangible assets        (4,219) (4,389)
Loss before taxation         (5,030) (696)
Taxation          7 1,441 379
Loss for the year attributable to equity holders of the parent      (3,589) (317)
Loss per share   
Basic loss per share         22 (6.2)p (0.5)p
Diluted loss per share        22 (6.2)p (0.5)p
Consolidated statement of comprehensive income and expense
for the year ended 31 August 2011
           31 August 31 August 
           2011 2010 
           £000 £000
Loss for the year          (3,589) (317)
Total recognised comprehensive expense for the year attributable to equity holders of the parent   (3,589) (317)
Consolidated income statement
for the year ended 31 August 2011 32
Superglass Holdings Plc  annual report and accounts 2011 www.superglass.co.uk
 2011  2010
        Note £000 £000 £000 £000
Non-current assets      
Property, plant and equipment      9  15,426  14,799 
Intangible assets       10  10,021  14,211 
          25,447  29,010
Current assets      
Inventories       13 2,284  2,561 
Trade and other receivables      14 2,461  1,674 
Cash and cash equivalents       —  375 
          4,745  4,610
Total assets         30,192  33,620
Current liabilities      
Interest-bearing loans and borrowings     16 5,500  3,322 
Trade and other payables      18 11,374  9,850 
Deferred Government grants       —  144 
Income tax payable        693  915 
          17,567  14,231
Non-current liabilities      
Interest-bearing loans and borrowings     16 12,086  14,231 
Deferred tax       12 1,605  2,788 
          13,691  17,019
Total liabilities         31,258  31,250
Net (liabilities)/assets        (1,066)  2,370
Equity attributable to equity holders of the parent       
Share capital       20  583  583
Share premium         1,108  1,108
Retained earnings         (2,757)  679
Total equity          (1,066)  2,370
These financial statements were approved by the Board of Directors on 6 December 2011 and were signed on its behalf by:
Tim Ross Tony Kirkbright Company number
Chairman Finance Director 05423253
Financial statements:
Consolidated balance sheet
at 31 August 2011 33
www.superglass.co.uk Superglass Holdings Plc  annual report and accounts 2011
Financial statements
           31 August 31 August 
           2011 2010 
          Note £000 £000
Cash flows from operating activities   
Loss for the year          (3,589) (317)
Adjustments for:   
Depreciation and amortisation         5,668 5,828
Net financial expense        6 754 632
Taxation          7 (1,441) (379)
Equity-settled share-based payment transactions       153 131
Cash from operating activities before changes in working capital and provisions    1,545 5,895
Decrease/(increase) in inventories        277 (580)
(Increase)/decrease in trade and other receivables       (787) 938
Increase in trade, other payables and deferred Government grants      1,416 1,892
Cash generated from operations        2,451 8,145
Interest paid          (754) (632)
Tax paid           — (1,365)
Net cash from operating activities        1,697 6,148
Cash flows from investing activities   
Acquisition of intangible assets         (29) —
Acquisition of property, plant and equipment       (2,076) (1,195)
Net cash used in investing activities        (2,105) (1,195)
Cash flows from financing activities   
Repayment of borrowings        16 (488) (3,295)
Payment of finance lease liabilities       16 (33) (36)
Dividends paid         8 — (435)
Net cash used in financing activities        (521) (3,766)
Net (decrease)/increase in cash and cash equivalents       (929) 1,187
Cash and cash equivalents at beginning of year       375 (812)
Cash and cash equivalents at end of year        (554) 375
Consolidated cash flow statement
for the year ended 31 August 2011 34
Superglass Holdings Plc  annual report and accounts 2011 www.superglass.co.uk
         Share Share Retained Total 
         capital premium earnings equity 
         £000 £000 £000 £000
Balance at 31 August 2009        583 1,108 1,300 2,991
Total comprehensive expense       — — (317) (317)
Dividend paid         — — (435) (435)
Equity-settled share-based payments      — — 131 131
Balance at 31 August 2010       583 1,108 679 2,370
Total comprehensive expense       — — (3,589) (3,589)
Equity-settled share-based payments      — — 153 153
Balance at 31 August 2011       583 1,108 (2,757) (1,066)
Financial statements:
Consolidated statement of changes in equity
for the year ended 31 August 2011 35
www.superglass.co.uk Superglass Holdings Plc  annual report and accounts 2011
Financial statements
1 Accounting policies
Superglass Holdings Plc is a company domiciled and incorporated in the United Kingdom. The financial statements were approved by the 
Board on 6 December 2011.
Statement of compliance
The consolidated financial statements have been prepared in accordance with IFRS (including International Financial Reporting 
Interpretations Committee (IFRIC) interpretations) as adopted by the EU (adopted IFRS). The Company has elected to prepare 
its parent company financial statements in accordance with UK GAAP. These are presented on pages 52 to 55.
Basis of preparation
The financial statements are prepared on the historical cost basis. The consolidated financial statements are presented in Pounds Sterling, 
which is the Company’s presentational and functional currency. The principal accounting policies applied in the preparation of these 
consolidated financial statements are set out below. These policies have been consistently applied to all years unless otherwise stated. 
The financial statements have been prepared on the going concern basis for the reasons outlined on page 27.
The preparation of financial statements in conformity with adopted IFRS requires the Directors to make judgements, estimates and 
assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expense. The estimates 
and judgements are based on historical experience and various other factors that are believed to be reasonable under the circumstances, 
the results of which form the basis of making judgements about carrying amounts of assets and liabilities that are not readily apparent 
from other sources. Actual results may differ from these estimates. The accounting policies set out below have, unless otherwise stated, 
been applied consistently to all periods presented in these financial statements. 
Basis of consolidation
The consolidated financial statements comprise Superglass Holdings Plc and its subsidiaries. The financial statements of subsidiaries 
are prepared to the same reporting date as the parent company. Intra-group transactions and balances, including any unrealised gains 
and losses or income and expenses arising from intra-group transactions are eliminated in full.
Subsidiaries are entities controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the 
financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that 
are currently exercisable or convertible are taken into account. 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
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and 
liabilities denominated in foreign currencies at the balance sheet date are translated at the foreign exchange rate ruling at that date. 
Foreign exchange differences arising on translation are recognised in the income statement. 
Classification of financial instruments issued by the Group
In accordance with IAS 32, financial instruments issued by the Group are treated as equity (i.e. forming part of shareholders’ funds) 
only to the extent that they meet the following two conditions:
K  they include no contractual obligations upon the Company (or Group as the case may be) to deliver cash or other financial assets to, 
or to exchange financial assets or financial liabilities with, another party under conditions that are potentially unfavourable to the 
Company (or Group); and 
K  where the instrument will or may be settled in the Company’s own equity instruments, it is either a non-derivative that includes no 
obligation to deliver a variable number of the Company’s own equity instruments or is a derivative that will be settled by the Company 
exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified 
takes the legal form of the Company’s own shares, the amounts presented in these financial statements for called up share capital and 
share premium account exclude amounts in relation to those shares. 
Where a financial instrument that contains both equity and financial liability components exists, these components are separated and 
accounted for individually under the above policy. The finance rate on the financial liability component is correspondingly higher over 
the life of the instrument.
Finance payments associated with financial liabilities are dealt with as part of finance expenses. Finance payments associated with 
financial instruments that are classified in equity are dividends and are recorded directly in equity.
Derivative financial instruments
Derivative financial instruments are recognised at fair value. The gain or loss on remeasurement to fair value is recognised immediately 
in profit or loss. 
The fair value of interest rate swaps is the estimated amount that the Group would receive or pay to terminate the swap at the balance 
sheet date, taking into account interest rates and the creditworthiness of the swap counterparties at that date. The fair value of forward 
exchange contracts is their quoted market price at the balance sheet date, being the present value of the quoted forward price.
Notes forming part of the financial statements
for the year ended 31 August 2011 36
Superglass Holdings Plc  annual report and accounts 2011 www.superglass.co.uk
1 Accounting policies continued
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for and depreciated as separate 
items of property, plant and equipment.
Leases under which the Group assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance 
leases. Leased assets acquired by way of finance lease are stated at an amount equal to the lower of their fair value and the present value 
of the minimum lease payments at inception of the lease, less accumulated depreciation and impairment losses. Lease payments are 
accounted for as described below.
Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of an item of 
property, plant and equipment. From time to time useful economic life may be extended where it is certain that the asset will remain 
in use beyond its original estimated life. Residual values of buildings, property, plant and equipment are assumed to be £nil. Land 
and assets in the course of construction are not depreciated. The estimated useful lives are as follows:
Buildings 50 years 
Plant, machinery and equipment 9–15 years  
Motor vehicles 4 years
Intangible assets and goodwill
Goodwill represents amounts arising on acquisition of subsidiaries and represents the difference between the fair value of the assets, 
liabilities and contingent liabilities acquired in a business combination and the fair value of the consideration given. Identifiable 
intangibles are those which can be sold separately or which arise from legal rights regardless of whether those rights are separable. 
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to a Cash-Generating Unit (CGU) and is not 
amortised but is tested annually for impairment. 
The cost to the Group of licence agreement assets was determined by the fair value of the historical costs inflated to current prices, 
net of impairment losses, which is an approximation to market value. The Directors consider that the licence, which runs in perpetuity 
with no further payments due, has an indefinite useful life and therefore licence agreement assets are not amortised but are tested 
annually for impairment. 
The cost to the Group of customer contractual relationships acquired as part of a business combination is determined by the net present 
value of the future cash flow benefits anticipated to arise from the contractual arrangements less accumulated amortisation and impairment 
losses. Computer software is stated at purchase cost less accumulated amortisation and impairment losses. Amortisation is charged 
to the income statement on a straight-line basis over the estimated useful lives of intangible assets. The estimated useful lives are 
as follows:
Computer software 3 years 
Contractual customer relationships 6 years
Trade and other receivables
Trade and other receivables are initially measured on the basis of their fair value then carried at amortised cost less impairment charges.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is based on the first-in first-out principle and includes expenditure 
incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of manufactured inventories, 
cost includes an appropriate share of overheads based on normal operating capacity. Engineering spares included within inventories 
are stated at cost less any provision for impairment.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral 
part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose only of the statement 
of cash flows.
Impairment
The carrying amounts of the Group’s non-financial assets other than inventories and deferred tax assets are reviewed at each balance 
sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount 
is estimated. 
For goodwill and intangible assets that have an indefinite useful life, the recoverable amount is estimated at each balance sheet date.
An impairment loss is recognised whenever the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. 
Impairment losses are recognised in the income statement.
Impairment losses recognised in respect of the CGU are allocated first to reduce the carrying amount of any goodwill allocated to CGUs 
and then to reduce the carrying amount of the other assets in the unit on a pro rata basis. The Group has one CGU.
Financial statements:
Notes forming part of the financial statements continued
for the year ended 31 August 2011 37
www.superglass.co.uk Superglass Holdings Plc  annual report and accounts 2011
Financial statements
1 Accounting policies continued
Impairment continued
Calculation of recoverable amount
The recoverable amount of assets or CGU is the greater of their fair value less costs to sell and value in use. In assessing value in use, 
the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments 
of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, 
the recoverable amount is determined for the CGU to which the asset belongs.
Reversals of impairment
An impairment loss in respect of goodwill is not reversed. 
In respect of other assets, an impairment loss is reversed when there has been a change in the estimates used to determine the 
recoverable amount.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would 
have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, 
interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value being recognised 
in the income statement over the period of the borrowings on an effective interest basis.
Employee benefits
Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and 
will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans 
are recognised as an employee benefit expense in the income statement when they are due. Prepaid contributions are recognised as 
an asset to the extent that a cash refund or a reduction in future payments is available.
Provisions
Any provision is recognised in the balance sheet when the Group has a legal or constructive obligation as a result of a past event and it 
is probable that an outflow of economic benefits will be required to settle the obligation. If the effect were to be material, provisions are 
determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value 
of money and, where appropriate, the risks specific to the liability.
Revenue
Revenue comprises the sale of goods net of cash settlement discount and volume-related retrospective rebates, excluding sales taxes. 
Revenue from the sale of goods is recognised in the income statement when goods have been despatched to the customer . Cash discounts 
available for timely settlement of receivables that are outstanding but within terms are estimated and recognised as a reduction from 
revenue where it is probable that the discount will be taken. Estimates are made of the amount likely to be paid to customers in respect of 
volume rebates and this is deducted from revenue as revenue is recognised. Where the Group sells to distributors, revenue is recognised 
when there are no further redistribution obligations on the Group. Returns are only accepted where product quality has been shown to 
be an issue. 
Expenses
Operating lease payments
Payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the lease.
Finance lease payments
Minimum lease payments are apportioned between the finance expense and the reduction of the outstanding liability. The finance 
expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance 
of the liability.
Net financing costs
Finance expenses comprise interest payable, finance charges on shares classified as liabilities and finance leases, interest receivable 
on funds invested and foreign exchange gains and losses that are recognised in the income statement.
Interest income and interest payable is recognised in the income statement as it accrues, using the effective rate of interest method. 
Grant income
Government grants relate primarily to regional selective assistance received on the achievement of certain job creation and job 
protection targets as well as related capital expenditure.
Government grants are recognised initially as deferred income when there is reasonable assurance that they will be received and that the 
Group will comply with the conditions associated with the grant. Grants that compensate the Group for expenses incurred are recognised in 
the income statement on a systematic basis in the same periods in which the expenses are recognised. Grants that compensate the Group 
for the cost of an asset are recognised in the income statement on a systematic basis over the useful life of the asset. 38
Superglass Holdings Plc  annual report and accounts 2011 www.superglass.co.uk
1 Accounting policies continued
Taxation
Tax comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items 
recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the 
balance sheet date and any adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes 
and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; 
the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination; and 
differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount 
of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, 
using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset 
can be utilised. 
Earnings per share
Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted 
average number of ordinary shares outstanding during the period. Diluted earnings per share is determined by adjusting the profit or 
loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive 
potential ordinary shares.
Share-based payment transactions
The Company operates three equity-settled share-based compensation plans being the PSP long-term incentive plan for employees 
including Executive Directors, the CSOP long-term incentive plan for Senior Managers and the SAYE scheme for all employees, subject 
to minimum service. The fair value of shares awarded is recognised as an employee expense in the Consolidated Income Statement with 
a corresponding increase in shareholders’ equity. The fair value is measured at grant date and spread over the period during which the 
employees become unconditionally entitled to the share incentives on a straight-line basis. The fair value of the share incentives granted 
is measured using appropriate valuation models, taking into account the terms and conditions upon which the share incentives were 
granted. At each reporting date, the Group re-estimates the number of share incentives that are expected to vest based on non-market 
conditions. Any adjustment is recognised in the Consolidated Income Statement, with a corresponding adjustment to shareholders’ equity, 
over the remaining vesting period.
IFRS 8 Segment reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses 
that relate to transactions with any of the Group’s other components and for which discrete financial information is available. An operating 
segment’s operating results are reviewed regularly by the chief operating decision maker to make decisions about resources to be allocated 
to the segment and assess its performance.
Interpretations and standards effective in 2011
The financial statements for the year ending 31 August 2011 are impacted by a number of new standards and interpretations, 
none of which amend income and net assets of the Group. The key new standards/amendments adopted are as follows:
IFRS 2 (amendments) Group Cash-settled and Share-based Payment Transactions (effective for accounting periods beginning on 
or after 1 January 2010). The amendments require an entity receiving goods or services (“receiving entity”) in either an equity-settled 
or cash-settled share-based payment transaction to account for the transaction in its separate or individual financial statements. 
This principle even applies if another group entity or shareholder settles the transaction (“settling entity”) and the receiving entity 
has no obligation to settle the payment.
IFRIC 19 ‘Extinguishing Financial Liabilities with Equity Instruments’ (mandatory for years commencing on or after 1 July 2010). This 
Interpretation will affect the accounting for the Group’s debt for equity swap which is outlined in note 28. The interpretation requires that, 
where debt is extinguished and replaced with an equity instrument, the difference between the carrying value of the debt extinguished 
and the fair value of the equity with which it is replaced is charged or credited to the income statement. Given this, the Group would 
expect a credit to arise in relation to the debt for equity swap noted in note 28.
Improvements to IFRSs (issued May 2010) (mandatory for the years commencing on or after 1 July 2010 or 1 January 2011). None of the 
changes impact the Group.
Financial statements:
Notes forming part of the financial statements continued
for the year ended 31 August 2011 39
www.superglass.co.uk Superglass Holdings Plc  annual report and accounts 2011
Financial statements
2 Segmental reporting
The Group has only one class of business – the manufacturing and sale of insulation materials – and as a result has only one reportable 
segment with no aggregation having been applied. The reportable segment has been identified with reference to the activities of the 
Group and the information used by the chief operating decision maker (the Board). The performance of the segment is assessed by 
reference to its gross profit. 
Manufacture and sale of insulation
           2011 2010 
           £000 £000
Total revenue          32,368 31,438
Total gross profit          7,163 10,053
Depreciation and amortisation         5,668 5,828
Capital expenditure          2,105 1,197 
All revenue is from external customers with no inter-segment revenues given the existence of only one operating segment.
The segment gross profit is reconciled to the total (loss)/profit before income tax as shown in the Consolidated Statement 
of Comprehensive Income and Expense.
All of the assets of the Group are managed by the Board on a central basis. All of the assets of the Group are deemed to be attributable 
to the reportable segment and, as a result, no separate reconciliation of segment assets to the total assets figure on the balance sheet 
is necessary.
Other information
The Group operates predominantly within the UK and Ireland with some worldwide sales, predominantly in the EU. Revenue is attributed 
to external customers based on the location of the customer.
           2011 2010 
           £000 £000
Revenue  
UK and Ireland          32,012 29,976
Rest of world          356 1,462
Non-current assets  
UK and Ireland          25,447 29,010
Rest of world          — —
Major customers
There were three customers (2010: two) that accounted for in excess of 10% of the Group’s revenue. These customers accounted 
for £8.3 million (2010: £7.4 million), £4.8 million (2010: £4.5 million) and £3.6 million (2010: £2.2 million) respectively.
3 (Loss)/profit before tax and auditor’s remuneration
Included in (loss)/profit before tax are the following:
 Cost of sales  Administrative expenses  Total
       31 August 31 August 31 August 31 August 31 August 31 August 
       2011 2010 2011 2010 2011 2010 
       £000 £000 £000 £000 £000 £000
Depreciation of property, plant and equipment:
Owned assets      1,437 1,427 12 12 1,449 1,439
Operating lease charges:
– property      42 42 3 3 45 45
– other       567 519 87 66 654 585
       2,046 1,988 102 81 2,148 2,069 
Operating income includes the following:
           31 August 31 August 
           2011 2010 
           £000 £000
Rental income          86 77
Release of deferred Government grant        145 193
           231 270 40
Superglass Holdings Plc  annual report and accounts 2011 www.superglass.co.uk
3 (Loss)/profit before tax and auditor’s remuneration continued
Audit and non-audit fee disclosures 
           31 August 31 August 
           2011 2010 
           £000 £000
Audit of the Company         13 13
Audit of subsidiaries          24 21
Total audit services          37 34
Reporting required by law or regulation provided by the auditors      14 14
Tax compliance services         17 17
Tax advisory services         — —
Total services relating to taxation        17 17
Other non-audit services not covered above       21 —
Public reporting on investment circulars        40 —
Restructuring services          50 —
Total services relating to corporate finance transactions      90 —
Total           179 65
4 Staff numbers and costs
The average number of persons employed by the Group (including Directors) during the year, analysed by category, was as follows:
           2011 2010 
           £000 £000
Selling and administration         41 38
Production          158 159
           199 197 
The total payroll costs of these persons were as follows:
           2011 2010 
           £000 £000
Wages and salaries          5,819 5,713
Social security costs          788 619
Contributions to defined contribution pension plans       166 166
Share-based payment costs         153 131
           6,926 6,629 
Directors’ remuneration is disclosed on pages 21 to 23.
5 Exceptional items
           2011 2010 
           £000 £000
Cost of sales – exceptional manufacturing costs       110 —
Administration costs – reorganisation costs        107 —
           217 — 
Exceptional manufacturing costs relate to additional costs incurred as a result of projects that the Group was required to undertake 
to improve certain key fixed assets throughout the year.
Reorganisation costs relate to provisions made in respect of the planned closure of the Group’s manufacturing facility at Bandeath 
Industrial Estate, Stirling. Production from this site ceased in November 2011. 
6 Finance income and expense
           2011 2010 
           £000 £000
Interest payable on bank loans and other borrowings       754 632
Financial expenses          754 632
Financial statements:
Notes forming part of the financial statements continued
for the year ended 31 August 2011 41
www.superglass.co.uk Superglass Holdings Plc  annual report and accounts 2011
Financial statements
7 Taxation
Recognised in the income statement
           2011 2010 
           £000 £000
Current tax expense  
Current year          (258) 944
Adjustments in respect of prior years        — (39)
           (258) 905
Deferred tax expense  
Origination and reversal of temporary differences       (1,024) (1,113)
Adjustment in respect of a change in tax rate       (101) (141)
Adjustment in respect of prior years         (58) (30)
           (1,183) (1,284)
Total tax credit in income statement        (1,441) (379)
Reconciliation of effective tax rate
 2011  2010
         % £000 % £000
Loss before tax         (5,030)  (696)
Tax using the UK corporation tax rate of 27% (2010: 28%)    (27) (1,358) (28) (195)
Non-deductible expenses       1 48 2 16
Adjustments in respect of prior years       (1) (58) (10) (69)
Adjustments in respect of capital items      0 (15) (4) (31)
Adjustment to deferred tax as a result of change in tax rates    (2) (101) (20) (141)
Impact of reduction in deferred tax rate      1 43 6 41
Total tax in income statement       (28) (1,441) (54) (379)
The Emergency Budget on 22 June 2010 announced that the UK corporation tax rate would reduce from 28% to 24% over a period 
of four years from 2011.
The first reduction in the UK corporation tax rate from 28% to 27% was substantively enacted on 20 July 2010 and was to be effective 
from 1 April 2011. The March 2011 budget accelerated the tax rate reduction from 1 April 2011 to 26% and provided that the rate will fall, 
ultimately, to 23%. This will reduce the Group’s future current tax charge accordingly. 
The substantively enacted tax rate at the year end, for deferred tax purposes, is 25% and this has resulted in a reduction in the deferred 
tax liability recognised during the year by £101,000. It has not yet been possible to quantify the full anticipated effect of the announced 
further 3% rate reduction, although this will further reduce the Group’s future current tax charge and reduce the Group’s deferred 
tax liabilities.
8 Dividends
           2011 2010 
           £000 £000
Amount recognised as distributions to equity holders in the year   
Final dividend for the year ended 31 August 2010 of £nil (2009: 0.5 pence per share)    — 290
Interim dividend for year ended 31 August 2011 of £nil (2010: 0.25 pence per share)    — 145
           — 435
No final dividend for the year ended 31 August 2011 has been proposed (2010: £nil)    — — 42
Superglass Holdings Plc  annual report and accounts 2011 www.superglass.co.uk
9 Property, plant and equipment
           Assets in  
        Land and Plant and Motor course of  
        buildings equipment vehicles construction Total 
        £000 £000 £000 £000 £000
Cost     
Balance at 1 September 2009      3,416 28,180 42 511 32,149
Additions       — 470 — 725 1,195
Disposals       — — — — —
Transfers       — 624 —  (624) —
Balance at 31 August 2010 and 1 September 2010    3,416 29,274 42 612 33,344
Additions       — 932 — 1,144 2,076
Disposals       — (1) — — (1)
Transfers       — 1,615 — (1,615) —
Balance at 31 August 2011      3,416 31,820 42 141 35,419
Depreciation and impairment      
Balance at 1 September 2009      530  16,538 38 — 17,106
Depreciation charge for the period     52 1,385 2 — 1,439
Disposals       — — — — —
Balance at 31 August 2010 and 1 September 2010    582 17,923 40 — 18,545
Depreciation charge for the period     52 1,396 1 — 1,449
Disposals       — (1) — — (1)
Balance at 31 August 2011      634 19,318 41 — 19,993
Net book value     
At 1 September 2009      2,886 11,642 4 511 15,043
At 31 August 2010       2,834 11,351 2 612 14,799
At 31 August 2011       2,782 12,502 1 141 15,426
Included in the net book value of plant and machinery are assets held under finance leases of £55,496 (2010: £93,449) after charging 
depreciation of £4,353 (2010: £8,553). Assets previously classified as under finance leases are now owned.
Included in the net book value of freehold land and buildings is £794,000 (2010: £794,000) in relation to land which has not been depreciated.
10 Intangible assets
          Contractual   
          customer    
        Goodwill Licence relationships Software Total 
        £000 £000 £000 £000 £000
Cost     
Balance at 1 September 2009      9,502  489  26,301 66 36,358
Additions       — — — 2 2
Balance at 31 August 2010 and 1 September 2010    9,502 489 26,301 68 36,360
Additions       — — — 29 29
Disposals       — — — (4) (4)
Balance at 31 August 2011      9,502 489 26,301 93 36,385
Amortisation and impairment      
Balance at 1 September 2009      — — 17,705 55 17,760
Amortisation for the period      — — 4,384 5 4,389
Balance at 31 August 2010 and 1 September 2010    — — 22,089 60 22,149
Amortisation for the period      — — 4,212 7 4,219
Disposals       — — — (4) (4)
Balance at 31 August 2011      — — 26,301 63 26,364
Net book value     
At 1 September 2009      9,502 489 8,596 11 18,598
At 31 August 2010       9,502 489 4,212 8 14,211
At 31 August 2011       9,502 489 — 30 10,021 
The amortisation charge is included within administrative expenses in the income statement.
Financial statements:
Notes forming part of the financial statements continued
for the year ended 31 August 2011 43
www.superglass.co.uk Superglass Holdings Plc  annual report and accounts 2011
Financial statements
10 Intangible assets continued
The Group tests goodwill and licences annually for impairment. The impairment test involves calculating the recoverable amount which 
is based on the present value of expected future cash flows (value in use). The Directors consider that the Group has only one CGU and 
the value in use of all of the Group’s assets has been considered in performing the impairment review.
The key assumptions underlying the cash flow projections within the impairment review are revenue growth, margins, the level of 
operating expenditure, the amount of capital expenditure and the terminal value of the business. The cash flow projections are based on 
formally approved management cash flow projections for a five-year period. These are then extrapolated into perpetuity using a nominal 
long-term growth rate based on the UK GDP of 2.25%. A pre-tax discount rate of 11.0% (2010: 10.0%) has been used. The cost of capital 
assigned can have a significant effect on valuation. The cost of capital reflects a number of financial and economic variables including a 
risk-free interest rate and a premium to reflect the inherent risks. These variables are established based on management judgement. 
The recoverable amount of the Group’s CGU exceeded the relative carrying value at the time of the impairment test. While cash flow 
projections are subject to inherent uncertainty, reasonably possible changes in key assumptions applied in assessing the value in 
use would not cause a change to the conclusion reached.
Having reviewed the key assumptions used, the Directors believe that, should the discount rate change by 1.0%, the value of the 
discounted cash flows would increase or decrease by £2.3 million.
11 Subsidiaries
The Group has the following principal subsidiaries:
     Country of Class of   
     incorporation shares held Ownership Trade
Superglass Group Limited   UK Ordinary 100% Holding company
Superglass Insulation Limited*   UK Ordinary 100% Manufacture and sale of insulation materials 
* Held indirectly.
12 Deferred tax assets and liabilities
Recognised deferred tax assets and liabilities 
Deferred tax assets and liabilities are attributable to the following:
 2011  2010
       Assets Liabilities Net Assets Liabilities Net 
       £000 £000 £000 £000 £000 £000
Property, plant and equipment     — 1,516 1,516 — 1,552 1,552
Intangible assets      — 126 126 — 1,268 1,268
Trade and other receivables     (37) — (37) (32) — (32)
Net tax (assets)/liabilities     (37) 1,642 1,605 (32) 2,820 2,788
Movement in deferred tax during the period
         Recognised  Recognised  
        31 August in income 31 August in income 31 August 
        2009 statement 2010 statement 2011 
        £000 £000 £000 £000 £000
Property, plant and equipment      1,586 (34) 1,552 (36) 1,516
Trade and other receivables      (38) 6 (32) (5) (37)
Intangible assets       2,524 (1,256) 1,268 (1,142) 126
        4,072 (1,284) 2,788 (1,183) 1,605
13 Inventories
           2011 2010 
           £000 £000
Raw materials and consumables        387 552
Finished goods          1,463 1,429
           1,850 1,981
Engineering spares          434 580
           2,284 2,561 
Inventories are shown net of write-downs amounting to £132,000 (2010: £50,000). Write-downs utilised were £nil (2010: £nil).
14 Trade and other receivables
           2011 2010 
           £000 £000
Trade receivables          1,665 789
Other trade receivables and prepayments        796 885
           2,461 1,674 
An allowance has been made for estimated irrecoverable amounts from the sale of goods of £77,000 (2010: £132,000). Of the opening 
balance of £132,000, £55,000 reversal of impairment loss was credited (2010: £82,000 impairment loss) in the income statement. 44
Superglass Holdings Plc  annual report and accounts 2011 www.superglass.co.uk
15 Cash and cash equivalents
           2011 2010 
           £000 £000
Cash at bank          — 375
Overdraft (see note 16)         (554) —
           (554) 375
16 Other interest-bearing loans and borrowings
This note provides information about the contractual terms of the Group interest-bearing loans and borrowings.
           2011 2010 
           £000 £000
Non-current liabilities  
Secured bank loans          12,086 14,217
Finance lease liabilities         — 14
           12,086 14,231
Current liabilities  
Bank overdraft          554 —
Current portion of secured bank loans        4,929 3,286
Current portion of finance lease liabilities        17 36
           5,500 3,322
Terms and debt repayment schedule 
Secured bank loans are stated net of finance costs allocated of £236,000 at 31 August 2011 (2010: £92,000).
Secured bank loans relate to loans of £23 million and £5 million taken out with the Group’s bankers on 9 July 2007 which are due 
for repayment over seven years. 
The Group renegotiated the loan facilities in place in November 2010 and April 2011, securing a relaxation in the schedule of quarterly 
payments, deferment of the reduction in available overdraft facilities for a period through the year to 31 August 2011 and a relaxation 
of cash flow covenant tests.
As at 31 August 2011 the remaining outstanding balance on the £23 million loan was due to be repaid over the following three years 
by one payment of £821,000 on 31 October 2011 and quarterly repayments of £1 million commencing on 30 November 2011 up to 
and including 31 May 2014. The loan attracted interest at Libor plus a margin of 3.00% per annum. 
The £5 million facility was, at the year-end date, due for repayment in full in July 2014 and attracts an annual interest charge 
of Libor plus a margin of 3.5%.
The bank loans were secured as follows:
K a first floating charge granted by the parent company and each subsidiary undertaking;
K  a composite guarantee granted by the parent company and each subsidiary undertaking, as guarantor, on account of the parent 
company and each subsidiary undertaking, as principal; and
K legal first charge over freehold property.
Subsequent to the end of the financial year the Group has renegotiated the loan facilities in place. These negotiations have resulted in 
the Group’s bankers agreeing to swap a portion of the loan balances outstanding for a convertible equity instrument and agreeing to a 
further repayment holiday of two years, as part of a wider equity raise (full details of this post balance sheet event are disclosed in note 
28). As a result of this the actual contractual terms of the secured bank loans are now different to those disclosed as at the year end.
Finance lease liabilities
Finance lease liabilities are payable as follows:
 2011  2010
       Minimum    Minimum   
       lease   lease   
       payments Interest Principal payments Interest Principal 
       £000 £000 £000 £000 £000 £000
Less than one year      20 3 17 39 3 36
Second to fifth years inclusive     — — — 17 3 14
       20 3 17 56 6 50
Financial statements:
Notes forming part of the financial statements continued
for the year ended 31 August 2011 45
www.superglass.co.uk Superglass Holdings Plc  annual report and accounts 2011
Financial statements
17 Financial instruments
Overview
The Group has exposure to the following risks from its use of financial instruments:
K credit risk;
K liquidity risk; and
K 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.
Liquidity risk
The liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach 
to managing liability is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under 
both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.
At the year end, the Group maintained the following lines of credit:
K a £5 million overdraft facility; and
K a £17 million term loan 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.
Generally the Group seeks to minimise this risk through hedge arrangements designed to manage a proportion of the Group’s 
overall exposure.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual 
obligations and arises primarily from the Group’s trade receivables from customers. Management has credit insurance and a credit 
policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed for all customers 
requiring credit over a certain amount. The balance presented in the balance sheet is net of accumulated provisions for retrospective 
rebates and of allowances for doubtful receivables, estimated by the Group’s management based on prior experience and their 
assessment of the current economic climate.
The Group has no significant concentration of credit risk as all significant commercial trade receivables are covered by either credit 
insurance or accumulated balances of rebate due to customers, capable of offset against outstanding trading balances.
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the 
reporting date was:
           2011 2010 
          Note £000 £000
Receivables          14 1,665 789
Cash at bank         15 — 375
           1,665 1,164 
The credit quality of the holder of the cash at bank is AA-.
Credit risk at the reporting date in relation to receivables:
           2011 2010 
           £000 £000
UK and Ireland          1,638 748
Other Europe          27 41
           1,665 789 46
Superglass Holdings Plc  annual report and accounts 2011 www.superglass.co.uk
17 Financial instruments continued
Credit risk continued
The ageing of trade receivables at the reporting date was:
 2011  2010
        Gross Impairment Total Gross Impairment Total 
        £000 £000 £000 £000 £000 £000
Not past due      1,493 — 1,493 700 — 700
Past due 0–60 days      195 (23) 172 101 (12) 89
More than 60 days past due     54 (54) — 120 (120) —
       1,742 (77) 1,665 921 (132) 789
The movement in the allowance for impairment in respect of trade receivables during the year was as follows:
           2011 2010 
           £000 £000
Balance at 1 September         132 214
Impairment loss reversed         (55) (82)
Balance at 31 August         77 132 
The impairment loss at 31 August 2011 of £77,000 (2010: £132,000) is a provision for receivables due from customers.
The allowance account in respect of trade receivables is used to record impairment losses unless the Group is satisfied that no recovery 
of the amount is possible; at that point the amount is considered irrecoverable and written off against the financial asset directly. 
Liquidity risk
The following are the contractual maturities of financial liabilities at the balance sheet date, including estimated interest payments 
based on the position at the balance sheet date and excluding the impact of netting agreements:
31 August 2011
      Carrying  Contractual 6 months 6–12 1–2 2–5 More than 
      amount cash flows or less months years years 5 years 
Non–derivative financial liabilities    £000 £000 £000 £000 £000  £000 £000
Secured bank loans     17,015 (18,716) (3,236) (2,393) (4,626) (8,461) —
Finance leases     17 (17) (10) (7) — — —
Trade and other payables    10,154 (10,154) (10,154) — — — —
Bank overdraft     554 (554) (554) — — — —
      27,740 (29,441) (13,954) (2,400) (4,626) (8,461) —
31 August 2010
      Carrying  Contractual 6 months 6–12 1–2 2–5 More than 
      amount cash flows or less months years years 5 years 
Non–derivative financial liabilities    £000 £000 £000 £000 £000  £000 £000
Secured bank loans     17,503 (18,812) (1,852) (1,852) (3,623) (11,485) —
Finance leases     50 (56) (19) (18) (19) — —
Trade and other payables    9,254 (9,254) (9,254) — — — —
Bank overdraft     — — — — — — —
      26,807 (28,122) (11,125) (1,870) (3,642) (11,485) — 
Trade and other payables excludes amounts provided for certain accruals.
The following table shows outstanding borrowings, the facilities available to the Group and undrawn amounts at the year end:
 2011  2010
       Balance   Undrawn Balance  Undrawn 
       outstanding Facility amounts outstanding Facility amounts 
       £000 £000 £000 £000 £000 £000
Bank loans      17,015 17,015 — 17,503 17,503 —
Bank overdraft      554 5,000 4,446 — 6,000 6,000
Financial statements:
Notes forming part of the financial statements continued
for the year ended 31 August 2011 47
www.superglass.co.uk Superglass Holdings Plc  annual report and accounts 2011
Financial statements
17 Financial instruments continued
Market risk
Profile
At the reporting date the interest rate profile of the Company’s interest bearing financial liabilities was:
 Carrying amount
           2011 2010 
           £000 £000
Fixed rate instruments  
Financial liabilities          17 50
Variable rate instruments  
Financial liabilities          17,569 17,503
A change of 100 basis points in interest rates at the beginning of the reporting period would have increased/(decreased) profit or loss 
by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. 
The analysis is performed on the same basis for 2010.
           100bp  100bp 
           increase decrease 
           £000 £000
31 August 2011  
Variable rate instruments         (176) 176
31 August 2010  
Variable rate instruments         (197) 197 
The Group manages foreign currency exposure by firstly offsetting currency receivables and payables where practical and by use 
of forward exchange contracts. The impact of a 1% fluctuation in the exchange rate of Pounds Sterling to Euros or US Dollars would 
be immaterial.
Fair values
The fair values at the balance sheet date together with the carrying amount shown in the balance sheet are as follows:
 2011  2010
         Carrying  Fair Carrying Fair 
         amount value amount value 
         £000 £000 £000 £000
Trade receivables        1,665 1,665 789 789
Cash at bank        — — 375 375
Bank loans        (17,015) (15,813) (17,503) (16,517)
Bank overdraft        (554) (554) — —
Obligations under finance leases      (17) (17) (50) (50)
         (15,921) (14,719) (16,389) (15,403)
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 receivables 
For receivables with a remaining life of less than one year or that are receivable on demand, the carrying amount is deemed to reflect 
the fair value.
Receipts from customers and payments to suppliers on undisputed invoices are within allowable credit terms.
Cash and cash equivalents
The fair value is deemed to be the same as the carrying amount due to the short-term maturity of these instruments.
Derivative financial instruments: interest rate swaps and forward currency contracts
Fair value is based on values provided by the Group’s bankers using the appropriate valuation techniques based on rates current 
at the year end.
Bank loans
Fair value is calculated based on discounted expected future principal and interest cash flows at current interest rates.
As noted within note 16, subsequent to the year end the Group has renegotiated its bank facilities as part of a wider equity raise. Full 
details of this can be found in note 28. As a result fair values attributing to bank loans post year end will be different to those disclosed.
Obligations under finance leases
The carrying amount of these liabilities approximates their fair value. 48
Superglass Holdings Plc  annual report and accounts 2011 www.superglass.co.uk
17 Financial instruments continued
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.
There are no derivative financial assets or financial liabilities in either period presented.
18 Trade and other payables
           2011 2010 
           £000 £000
Trade payables           8,790 7,932
Non-trade payables and accrued expenses        2,584 1,918
           11,374 9,850
19 Employee benefits
Defined contribution plans
Superglass Insulation Limited operates a defined contribution Group Sponsored Personal Pension Plan, membership of which 
is voluntary. The assets of the scheme are held separately from those of the Company in independently administered funds. 
The cost of contributions to this scheme is set out in note 4.
20 Share capital
           2011 2010 
           £ £
Authorised  
83,434,910 (2010: 83,434,910) ordinary shares of £0.01 each      834,349 834,349
           £ £
Allotted, called up and fully paid  
58,333,333 (2010: 58,333,333) ordinary shares of £0.01 each      583,333 583,333
Disclosed as:
           2011 2010 
           £ £
Equity           583,333 583,333
            Weighted 
            average  
            number 
            of shares
At beginning and end of year          57,938,333
At the end of the year the Group held 395,000 shares (2010: 395,000). The shares were purchased to satisfy the requirements of the 
Group’s SAYE scheme, details of which are disclosed below. The market value of the shares at 31 August 2011 is £35,550 (2010: £94,800).
The Company has one class of ordinary shares which carries no right to fixed income. The holders of the shares are entitled to receive 
dividends as declared from time to time, are entitled to one vote per share at meetings of the Company and all shares rank equally with 
regard to the Company’s residual assets.
Details of changes to the capital structure subsequent to the year end are set out in note 28.
21 Share-based payments
Performance Share Plan (PSP)
On 1 February 2010 the Group introduced the PSP. Further awards have been made in the year under this scheme as noted in the table 
below, with 40,486 options granted on the 15 December 2010 and 1,113,692 on 20 December 2010.
The performance target applying to the initial awards was based solely on adjusted EPS growth targets. 25% of an award will vest for 
EPS growth of 25% over a three-year performance period, with the base year being 2008/09. 100% of an award will vest for EPS growth 
of 50% over the same period, with straight-line vesting for EPS performance between these two points.
Savings Related Share Option (SAYE) scheme
The employee SAYE scheme is open to all employees subject to minimum service. Employees save over three years, at the end of which 
shares can be purchased during the following six-month period. During the period the Group issued no new options (2010: nil) under 
this scheme. Grants of options were made on 12 July 2007 at a price 20% below the market price at the date of the offer. 
Financial statements:
Notes forming part of the financial statements continued
for the year ended 31 August 2011 49
www.superglass.co.uk Superglass Holdings Plc  annual report and accounts 2011
Financial statements
21 Share-based payments continued
Long-term Incentive Plan (CSOP)
On 27 July 2007 the Group introduced a new Long-Term Incentive Plan for Senior Managers. Shares are conditionally awarded under 
this plan and vest in employees based on the following performance criteria.
The options will vest if the average annual percentage growth in EPS over the performance period is at least equal to the average annual 
percentage growth in Retail Prices Index plus 3% (the lower target) and 10% (the upper target). At the lower target 40% of the options 
vest, additional options vest on a sliding scale up to 100% at the upper target.
On 15 December 2010 a total of 470,589 share options over the ordinary share capital under the Company Share Option Plan. The options 
will vest if growth targets in respect of adjusted EPS are met over a three-year performance period with the base financial year being 
2009/10. 25% of an award will vest for EPS growth of 25% over the period and 100% of an award will vest for EPS growth of 50% over the 
same period, with straight-line vesting for EPS performance between these two points.
The fair value of the awards under the three incentive plans was estimated using the Black-Scholes valuation model. The significant 
inputs into the model were the risk-free interest rate, expected dividend yield, initial resting period and expected share price volatility.
    At   At Exercise   
    1 September   31 August price  Date Expiry 
Held by employees   2010 Granted Lapsed 2011 (pence)  exercisable date
PSP    821,554 — — 821,554 Nil 30 November 2012 1 February 2020
SAYE    27,750 — (27,750) — 144.0 1 September 2011 28 February 2011
CSOP    66,666 —  — 66,666 180.0 12 July 2011 12 July 2017
PSP    — 583,657 — 583,657 Nil 20 December 2013 20 December 2020
PSP    — 40,486 — 40,486 24.7 15 December 2013 15 December 2020
CSOP    — 470,589 — 470,589 25.5 15 December 2013 15 December 2020 
The market price of the shares on 31 August 2011 was 9.0 pence and the range during the year was 35.0 pence to 9.0 pence.
22 Loss per share
The calculation of basic loss per share and underlying profit per share is based on the loss attributable to ordinary shareholders 
as follows:
 2011  2010
         Basic Adjusted Basic Adjusted
Loss (£000)        (3,589) (3,589) (317) (317)
Adjusted for:     
Exceptional items        — 217 — —
Amortisation of intangibles (£000)      — 4,219 — 4,389
         (3,589) 847 (317) 4,072
Number of shares at start of period      58,333,333 58,333,333 58,333,333 58,333,333
Effects of own shares held       (395,000) (395,000) (395,000) (395,000)
Weighted average number of shares      57,938,333 57,938,333 57,938,333 57,938,333
Weighted average number of diluted shares      57,938,333 57,938,333 57,938,333 57,938,333
Loss/(earnings) per share       (6.2)p 1.5p (0.5)p 7.0p
Diluted loss per share       (6.2)p 1.5p (0.5)p 7.0p
23 Operating leases
Total future minimum lease payments under non-cancellable operating lease rentals are as follows for the Group:
           2011 2010 
           £000 £000
Less than one year          21 3
Between one and five years         641 672
More than five years          3,072 2,536
           3,734 3,211
The Group leases warehouses, plant and machinery and motor vehicles under operating leases:
Offices, manufacturing facilities 10 years 
Plant and machinery 5–15 years 
Motor vehicles 4 years
During the year ended 31 August 2011, £699,000 was recognised as an expense in the Consolidated Income Statement in respect 
of operating leases (2010: £630,000). 50
Superglass Holdings Plc  annual report and accounts 2011 www.superglass.co.uk
24 Commitments and contingencies
Capital expenditure contracted for at 31 August 2011 for which no provision has been made in these financial statements was £59,500 
(2010: £122,640).
The Group has given guarantees, secured by a fixed and floating charge over all assets of the Company, in respect of bank borrowings 
by certain other Group undertakings in the Superglass Group. The bank borrowings are disclosed in note 16.
25 Accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations 
of future events that are believed to be reasonable under the circumstances.
Critical accounting estimates and assumptions
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal 
the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying 
amounts of assets and liabilities within the next financial year are discussed below:
K Impairment of goodwill
The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in note 1. 
The recoverable amount of the Group’s CGU has been determined based on value-in-use calculations. These calculations require 
the use of estimates.
K Life of contractual customer relationships in intangible assets
The Group amortises customer contracts over their estimated economic life in accordance with note 1. These lives are based upon 
management’s estimates of the remaining useful economic life.
K Life of licence agreement in intangible assets
The licence agreement has been ascribed an indefinite life as it runs in perpetuity with no payments due in respect of royalties 
and as a result, licence agreement assets are not amortised, but are tested annually for impairment.
26 New standards and interpretations not yet adopted
The following adopted IFRS has been issued and endorsed by the EU but has not been applied by the Group in these financial statements.
Revised IAS 24 Related Party Disclosure (mandatory for years commencing on or after 1 January 2011). This is not expected to have 
any impact on the Group.
27 Related parties
Identity of related parties
The Group has a related party relationship with the defined contribution pension fund by virtue of some of the Directors being trustees 
and with its Executive and Non-executive Directors.
Transactions with key management personnel
Further information relating to Directors’ remuneration is contained in the Directors’ Remuneration Report.
The remuneration of key management personnel of the Group, who comprise the Executive and Non-executive Directors along with certain 
of the Group’s Senior Managers, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures. 
           2011 2010 
           £000 £000
Short-term employee benefits         767 612
Post-employment benefits         50 38
           817 650
Transactions with defined contribution pension schemes
Contributions to the defined contribution plans are disclosed in note 4.
Financial statements:
Notes forming part of the financial statements continued
for the year ended 31 August 2011 51
www.superglass.co.uk Superglass Holdings Plc  annual report and accounts 2011
Financial statements
28 Post balance sheet events
Subsequent to the year end the Company has concluded an issue of equity share capital. The share issue was approved by shareholders 
at an Extraordinary General Meeting held on 30 November 2011 on the terms noted below.
Issue of 47,272,745 new ordinary shares by way of a firm placing, placing and open offer at an issue price of 20 pence per share to raise 
a total of £8.0 million net of expenses. 
On completion of the firm placing and placing and open offer, the Company has undertaken a share consolidation such that the existing 
ordinary shares are consolidated into post-consolidation ordinary shares on a twenty for one basis.
The revised ordinary share capital of the Company consists of 50,169,681 new ordinary shares with a par value of 20 pence.
The Group’s bankers have converted £12.15 million of the current outstanding core borrowings into 14,985,748 convertible shares, 
which subject to certain conditions will have the rights of conversion into ordinary shares in the capital of the Company representing 
23.0% of the entire issued share capital following conversion. 
The conversion of debt to equity has the effect of reducing the Group’s core borrowings to approximately £5.1 million. No repayment of 
these core borrowings is required for a period of two years from November 2011; thereafter, repayment will be made in equal quarterly 
instalments of £425,000 commencing on 30 November 2013. In addition, there is no covenant compliance for a period of two years from 
November 2011; the Group’s rolling twelve month cash flow and interest cover will be tested on a quarterly basis thereafter.
In addition to the above, the Group has also secured a Regional Selective Assistance Grant from Scottish Enterprise of up to £2.0 million. 52
Superglass Holdings Plc  annual report and accounts 2011 www.superglass.co.uk
           2011 2010 
          Note £000 £000
Fixed assets   
Investment in subsidiary        3 496 343
Current assets   
Debtors and prepayments        4 8,189 13,673
Creditors: amounts falling due within one year       5 (6,936) (6,167)
Net current assets          1,253 7,506
Net assets          1,749 7,849
Capital and reserves   
Called up share capital        6 583 583
Share premium account        7 1,108 1,108
Profit and loss account        8 58 6,158
Shareholders’ funds          1,749 7,849
These financial statements were approved by the Board of Directors on 6 December 2011 and were signed on its behalf by:
Tim Ross Tony Kirkbright Company number
Chairman Finance Director 05423253
Financial statements:
UK GAAP parent company balance sheet
at 31 August 2011 53
www.superglass.co.uk Superglass Holdings Plc  annual report and accounts 2011
Financial statements
1 Significant accounting policies
Basis of preparation
The Company’s financial statements are prepared on the historical cost basis, in accordance with applicable UK Accounting Standards. 
The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the 
Company’s financial statements.
Profit and loss account
Under section 408(3) of the Companies Act 2006, the Company is exempt from the requirement to present its own profit and loss account.
Related party transactions
As the parent company of the Superglass Holdings Group, the financial statements for which can be found on pages 29 to 51, 
the Company has taken advantage of the exemption contained in FRS 8 and has therefore not disclosed transactions or balances 
with entities which form or are wholly owned by the Group.
Taxation
The Company’s tax charge is based on profit for the year and tax rates in force during the year. Estimation of the tax charge requires an 
assessment to be made of the potential tax treatment of certain items which will only be resolved once finally agreed with the relevant 
tax authorities.
Deferred taxation
Deferred tax is recognised, without discounting, in respect of all timing differences between the treatment of certain items for taxation 
and accounting purposes which have arisen but not reversed by the balance sheet date, except as otherwise required by FRS 19. A net 
deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded 
as more likely than not that there will be sufficient taxable profits from which the future reversal of the underlying timing differences 
can be deducted.
Investments
Investments are stated at cost less provisions for any impairment.
Share-based payments
The fair value of employee share options granted is calculated at grant date and the resulting cost is charged to the profit and loss 
account over the vesting period of the options with a corresponding increase in equity. The value of the charge is adjusted to reflect 
expected and actual levels of options vesting. Failures to vest as a result of market conditions are not reversed.
Treasury shares
When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly attributable costs, 
is recognised as a change in equity. Repurchased shares are classified as treasury shares and presented as a deduction from profit 
and loss reserves.
Provisions and contingent liabilities
In accordance with FRS 12 Provisions, Contingent Liabilities and Contingent Assets, provisions are recognised where there is a present 
obligation as a result of a past event, it is probable that a transfer of economic benefits will be required to settle the obligation and a 
reliable estimate can be made of the amount of the obligation. If these conditions are not met, no provision is recognised. However, 
contingent liabilities are disclosed in the notes to the financial statements, unless the possibility of a transfer of economic benefits 
is remote. Contingent gains are not recognised unless realisation of the profit is virtually certain.
Classification of financial instruments
Financial instruments issued by the Group are treated as equity (i.e. forming part of shareholders’ funds) only to the extent that they 
meet the following two conditions:
K  they include no contractual obligations upon the Company (or Group as the case may be) to deliver cash or other financial assets 
or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the 
Company (or Group); and
K  where the instrument will or may be settled in the Company’s own equity instruments, it is either a non-derivative that includes no 
obligation to deliver a variable number of the Company’s own equity instruments or is a derivative that will be settled by the Company 
exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified 
takes the legal form of the Company’s own shares, the amounts presented in these financial statements for called up share capital and 
share premium account exclude amounts in relation to those shares.
Finance payments associated with financial liabilities are dealt with as part of interest payable and similar charges. Finance payments 
associated with financial instruments that are classified as part of shareholders’ funds are dealt with as appropriations in the reconciliation 
of movements in shareholders’ funds.
Dividends payable
Dividends payable to the Company’s shareholders are recorded as a liability in the period in which the dividends are approved.
Audit fee disclosures are included on page 39.
Notes to the UK GAAP parent company financial statements
for the year ended 31 August 2011 54
Superglass Holdings Plc  annual report and accounts 2011 www.superglass.co.uk
2 Staff costs
           2011 2010
Average number of employees  
Administration          3 2 
Disclosures regarding Directors’ remuneration, share-based payments and pension entitlements are included on pages 21 to 23.
3 Fixed asset investments
The fixed asset investments in subsidiary companies consist of FRS 20 Charges in Relation to Subsidiary Equity-based Transactions 
and an investment of £1 in 100% of the issued ordinary share capital of Superglass Group Limited, a company incorporated in the 
United Kingdom, whose principal activity is that of a holding company. 
4 Debtors
           2011 2010 
           £000 £000
Amounts owed by subsidiary undertakings        7,906 13,653
Prepayments          283 20
           8,189 13,673
Amounts owed by subsidiary undertakings are stated net of an impairment provision of £5,886,000 (2010: £nil).
5 Creditors
           2011 2010 
           £000 £000
Amounts due to subsidiary undertakings (due within one year)      6,396 5,989
Accruals and deferred income (due within one year)       165 34
Trade creditors          375 144
           6,936 6,167
6 Called up share capital
           2011 2010 
           £ £
Authorised  
83,434,910 (2010: 83,434,910) ordinary shares of £0.01 each      834,349 834,349
           £ £
Allotted, called up and fully paid  
58,333,333 (2010: 58,333,333) ordinary shares of £0.01 each      583,333 583,333
7 Share premium account
            £000
At 31 August 2010 and 31 August 2011         1,108
Details of changes in the Company’s capital structure subsequent to the year end are set out in note 28 on page 51.
8 Profit and loss account
            £000
At 31 August 2010           6,158
Loss for the financial year          (6,253)
Dividend paid           —
FRS 20 charge in relation to equity-settled transactions        153
At 31 August 2011           58
Financial statements:
Notes to the UK GAAP parent company financial statements continued
for the year ended 31 August 2011 55
www.superglass.co.uk Superglass Holdings Plc  annual report and accounts 2011
Financial statements
9 Reconciliation of movement in shareholders’ funds
           2011 2010 
           £000 £000
Opening shareholders’ funds         7,849 8,380
Loss for the financial year         (6,253) (227)
FRS 20 charge in relation to equity-settled transactions       153 131
Dividend paid          — (435)
Net movement in shareholders’ funds        (6,100) (531)
Closing shareholders’ funds         1,749 7,849
10 Dividends
           2011 2010 
           £000 £000
Amount recognised as distributions to equity holders in the year   
Final dividend for the year ended 31 August 2010 of £nil (2009: 0.5 pence per share)    — 290
Interim dividend for year ended 31 August 2011 of £nil (2010: 0.25 pence per share)    — 145
           — 435
No final dividend for the year ended 31 August 2011 has been proposed (2010: £nil)    — —
11 Contingent liabilities
The Company has given unlimited guarantees, secured by a fixed and floating charge over all the assets of the Company, in respect of 
bank borrowings by certain other Group undertakings in the Superglass Group. At 31 August 2011 the potential liability was £17,569,000 
(2010: £17,503,000).
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.
12 Post balance sheet events
Details of post balance sheet events impacting the capital structure of the Company are set out in note 28 on page 51. 56
Superglass Holdings Plc  annual report and accounts 2011 www.superglass.co.uk
Directors Registered Office
Timothy Ross (Chairman) Eversheds House 
Alexander McLeod (Chief Executive) 70 Great Bridgewater Street 
Anthony Kirkbright (Finance Director and Company Secretary) Manchester ML1 5ES 
David Shearer (Senior Independent Non-Executive Director) 
David Gray (Non-Executive Director)
Dear Shareholder
I am writing to inform you that the Annual General Meeting of Superglass Holdings plc (the “Company”) will be held at Stirling Management 
Centre, University of Stirling, Stirling FK9 4LA on Monday, 16 January 2012 at 10.00 am (the “AGM”). The formal Notice of the AGM and 
resolutions to be proposed are set out in this document. As well as the ordinary business of the Meeting, four resolutions (numbered 
6 to 9) will be proposed as special business.
Resolution 1: Director’s report and audited accounts for the year ended 31 August 2011
Shareholders will be asked to receive the Directors’ Report and the Company’s Report and Accounts for the year ended 31 August 2011.
Resolution 2: Directors’ remuneration report
In compliance with the Companies Act 2006, shareholders will be asked to approve the Directors’ Remuneration Report which is 
contained in the Report and Accounts. In line with the relevant legislation, this vote will be in respect of the content of the Directors’ 
Remuneration Report as a whole, and not specific to any Director’s level or terms of remuneration, and will be advisory in nature. 
No aspect of an individual Director’s entitlement to remuneration is conditional upon the passing of this resolution.
Resolution 3: Re-election of Director
David Shearer will retire as a Director at the AGM in accordance with the Company’s articles of association and will offer himself 
for re-election.
Brief biographical details of David Shearer appear on page 16 of the Report and Accounts.
Resolutions 4 and 5: Auditors
The Company is required, at each general meeting at which accounts are presented, to appoint auditors to hold office until conclusion 
of the next such meeting. Accordingly, resolution 4 will seek shareholder approval for the re-appointment of KPMG Audit plc as auditors 
to the Company. Resolution 5 authorises the Directors to fix the auditors’ remuneration.
Resolution 6: Authority for Directors to allot shares
The Companies Act 2006 provides that Directors may only allot shares with the authority of shareholders in general meeting. The 
authority given to the Directors at the last general meeting of the Company held on Wednesday, 30 November 2011 (the “Last General 
Meeting”) to allot unissued shares pursuant to section 551 of the Companies Act 2006 expires on the conclusion of the AGM.
The guidelines of the Association of British Insurers (“ABI”) on directors’ authority to allot shares state that ABI members will permit, 
and treat as routine, resolutions seeking authority to allot shares representing up to one-third of the issued ordinary share capital and 
seeking authority to allot an additional one-third of the issued ordinary share capital, provided such additional headroom is applied on 
a fully pre-emptive basis. In light of these guidelines, resolution 6 will be proposed as an ordinary resolution for the renewal of the 
Directors’ general authority to allot shares up to a nominal amount of £3,344,645, representing approximately one-third of the current 
issued ordinary share capital of the Company, and to allot additional shares up to a nominal amount of £3,344,645, also representing 
approximately one-third of the issued ordinary share capital of the Company, provided such additional shares are allotted pursuant 
to a fully pre-emptive rights issue. The Directors have no present intention of exercising this authority which will expire on the conclusion 
of the Annual General Meeting of the Company to be held in 2013. 
Resolution 7: Partial disapplication of pre-emption rights
The Companies Act 2006 provides that any allotment of new shares for cash must be made pro rata to individual shareholders’ existing 
holdings, unless the statutory pre-emption rights are disapplied. The authority given to the Directors at the Last General Meeting disapplying 
such provisions and allowing them to allot shares for cash pursuant to section 570 of the Companies Act 2006 expires on the conclusion 
of the AGM.
Resolution 7 will be proposed as a special resolution for the renewal of the Directors’ authority to allot equity securities for cash, without 
first offering them to shareholders pro rata to their holdings. This authority facilitates issues made by way of rights to shareholders which 
are not strictly in accordance with section 561 of the Companies Act 2006, and authorises other allotments of up to a maximum aggregate 
nominal amount of £501,697 representing approximately 5% of the current issued ordinary share capital of the Company. This authority 
also allows the Directors, within the same aggregate limit, to sell for cash any shares that may be held by the Company in treasury.
It is the Directors’ current intention to adhere to the provisions in the Pre-Emption Group’s Statement of Principles not to allot shares for 
cash on a non pre-emptive basis (other than pursuant to a rights issue or pre-emptive offer) in excess of an amount equal to 7.5% of the 
total issued share capital of the Company within a rolling three-year period without prior consultation with its shareholders.
The authority granted under resolution 7 will expire at the conclusion of the Annual General Meeting of the Company to be held in 2013.
Other information:
Letter to shareholders 57
www.superglass.co.uk Superglass Holdings Plc  annual report and accounts 2011
Other information 
Resolution 8: Purchase of own shares by the Company
Resolution 8 will be proposed as a special resolution for the renewal of the Company’s authority to purchase its own shares in the 
market during the period until the conclusion of the Annual General Meeting of the Company in 2013 in respect of up to 5,017,000 
ordinary shares, representing approximately 10% of the issued ordinary share capital of the Company. The price payable shall not be 
more than the higher of: (1) 5% above the average price of the middle market quotation as derived from the Daily Official List of London 
Stock Exchange plc for the ordinary shares for the five business days before the purchase is made; and (2) the higher of the price of the 
last independent trade and current independent bid as derived from the London Stock Exchange Trading system, or less than 20 pence 
per share (being the nominal value of the shares). It is the Directors’ current intention only to exercise the authority to purchase the 
Company’s shares where it would increase the earnings per share of those ordinary shares that are not re-purchased and, in any event, 
having obtained the requisite prior consent of Clydesdale Bank plc pursuant to the facilities agreement entered into by the Company 
dated 7 November 2011.
Any authority granted by resolution 8 will only be used if the Directors consider that to do so would be in the best interests of shareholders 
generally. Save to the extent purchased pursuant to the regulations concerning treasury shares, any ordinary shares purchased in this 
way will be cancelled and the number of shares in issue will be accordingly reduced. 
The Company may hold in treasury any of its own ordinary shares purchased pursuant to the relevant regulations and the authority 
conferred by this resolution. This would give the Company the ability to re-issue treasury shares quickly and cost effectively and would 
provide the Company with greater flexibility in the management of its capital base.
Resolution 9: General meetings to be convened on 14 days’ notice
Changes made to the Companies Act 2006 by the Companies (Shareholders’ Rights) Regulations 2009 (the “Shareholders’ Rights 
Regulations”) increased the notice period required for general meetings of the Company to 21 clear days, unless shareholders approve 
a shorter notice period of not less than 14 clear days (although annual general meetings will continue to be held on at least 21 clear 
days’ notice). Prior to the Shareholders’ Rights Regulations coming into force the Company was able to call general meetings (other 
than an annual general meeting) on 14 clear days’ notice without obtaining such shareholder approval. 
Resolution 9, which will be proposed as special resolution, seeks the necessary shareholder approval to enable the Company to call 
general meetings on 14 clear days’ notice. The approval will be effective until the conclusion of the annual general meeting of the 
Company to be held in 2013, when it is intended that a similar resolution will be proposed to renew this authority. 
Notwithstanding shareholder approval of resolution 9, companies legislation requires that, in order to be able to call a general meeting 
on less than 21 clear days’ notice, the Company must offer an electronic voting facility which is accessible to all shareholders in respect 
of any such meeting. The Company currently provides the ability for shareholders to vote electronically online. 
It is intended that the shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility 
is merited by the urgency of the business of the meeting and is thought to be in the interests of shareholders as a whole.
Recommendation
The Board considers the resolutions to be proposed at the AGM to be in the best interests of the Company and its shareholders as a whole.
Accordingly, the Directors unanimously recommend that shareholders vote in favour of the proposed resolutions set out in the Notice 
of AGM on pages 58 to 60 of this document, as they intend to do in respect of their own beneficial holdings, comprising an aggregate 
of 339,409 ordinary shares, representing approximately 0.7% of the issued ordinary share capital of the Company.
Yours faithfully
Timothy Ross 
Chairman 58
Superglass Holdings Plc  annual report and accounts 2011 www.superglass.co.uk
Notice is hereby given that the Annual General Meeting of Superglass Holdings plc will be held at Stirling Management Centre, 
University of Stirling, Stirling FK9 4LA on Monday, 16 January 2012 at 10.00 am for the following purpose:
Ordinary Business
1. To receive the Report and Accounts for the year ended 31 August 2011 and the Directors’ Report and the Auditors’ Report thereon.
2. To approve the Directors’ Remuneration Report for the year ended 31 August 2011.
3. To re-elect David Shearer, who retires in accordance with article 108 of the Company’s current articles of association, as a Director.
4.  To re-appoint KPMG Audit plc as auditors to the Company, to hold office until the conclusion of the next general meeting at which 
accounts are laid before the Company.
5. To authorise the Directors to fix the auditors’ remuneration.
Special Business
As special business, to consider and if thought fit pass the following resolutions, of which resolution 6 will be proposed an ordinary 
resolution and resolutions 7, 8 and 9 will be proposed as special resolutions:
6.  That the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (in substitution 
for any existing authority) to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe 
for or to convert any security into shares in the Company:
 (i) up to an aggregate maximum nominal amount of £3,344,645; and
 (ii)  comprising equity securities (as defined in the Companies Act 2006) up to a further aggregate maximum nominal amount of £3,344,645 
in connection with an offer by way of rights issue,
  provided that such authorities shall (unless renewed, varied or revoked by the Company in general meeting) expire on the conclusion 
of the next annual general meeting of the Company, but so that the Company may, before such expiry, make an offer or agreement 
which would or might require such shares to be allotted or such rights to be granted after such expiry, and the Directors may allot 
such shares or grant such rights in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired.
  For the purposes of this resolution 6, “rights issue” means an offer to members in proportion (as nearly as practicable) to their existing 
holdings to subscribe for further shares by means of the issue of a renounceable letter (or other negotiable document) which may be 
traded for a period before payment for the shares is due, but subject to such exclusions or other arrangements as the Directors may 
consider necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical 
problems in, or under the laws of, any territory.
7.  That, subject to the passing of resolution 6 above, the Directors be empowered pursuant to sections 570 and 573 of the Companies Act 2006 
to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash pursuant to the general authority conferred by 
resolution 6 above and sell shares held by the Company as treasury shares for cash, as if section 561 of the Companies Act 2006 did not 
apply to such allotment or sale, provided that this power shall be limited to allotments of equity securities and the sale of treasury shares:
 (i)  in connection with or pursuant to an offer by way of rights, open offer or other pre-emptive offer to the holders of shares in the 
Company and other persons entitled to participate therein in proportion (as nearly as practicable) to their respective holdings, 
subject to such exclusions or other arrangements as the Directors may consider necessary or expedient in relation to treasury 
shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory; and
 (ii)  otherwise than pursuant to sub-paragraph (i) above, up to an aggregate nominal amount of £501,697 (being approximately 5% of 
the current issued ordinary share capital),
  and such power shall expire on the conclusion of the next annual general meeting of the Company, but so that the Company may 
before such expiry make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be 
sold after such expiry, and the Directors may allot equity securities or sell treasury shares in pursuance of such offer or agreement 
as if the power conferred by this resolution had not expired.
Other information:
Notice of Annual General Meeting 59
www.superglass.co.uk Superglass Holdings Plc  annual report and accounts 2011
Other information 
8.  That the Company be generally and unconditionally authorised, pursuant to article 9 of the current Articles of Association of the 
Company and pursuant to section 701 of the Companies Act 2006, to make market purchases (as defined in section 693(4) of the 
Companies Act 2006) of up to 5,017,000 ordinary shares of 20 pence each in the capital of the Company (being approximately 10% of 
the current issued ordinary share capital of the Company) on such terms and in such manner as the Directors of the Company may 
from time to time determine, provided that:
 (i)  the amount paid for each share (exclusive of expenses) shall not be more than the higher of: (1) 5% above the average middle market 
quotation for ordinary shares as derived from the Daily Official List of London Stock Exchange plc for the five business days before 
the date on which the contract for the purchase is made; and (2) an amount equal to the higher of the price of the last independent 
trade and current independent bid as derived from the London Stock Exchange Trading system, or less than 20 pence per share; and
 (ii)  the authority herein contained shall expire at the conclusion of the next annual general meeting of the Company provided that the 
Company may, before such expiry, make a contract to purchase its own shares which would or might be executed wholly or partly 
after such expiry, and the Company may make a purchase of its own shares in pursuance of such contract as if the authority hereby 
conferred hereby had not expired.
9.  That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days’ notice, 
provided this authority expires at the conclusion of the next annual general meeting of the Company.
By order of the Board
Tony Kirkbright  Registered Office
Company Secretary Eversheds House
 70 Great Bridgewater Street
 Manchester ML1 5ES 60
Superglass Holdings Plc  annual report and accounts 2011 www.superglass.co.uk
Notes
1.  A member entitled to attend and vote at the meeting convened by the notice set out overleaf is entitled to appoint a proxy (or proxies) to attend and to vote in 
his or her place. A proxy need not be a member of the Company.
2.  A form of proxy is enclosed. To be effective it must be deposited at the office of the Company’s registrars, Capita Registrars, PXS, 34 Beckenham Road, 
Beckenham, Kent BR3 4TU, so as to be received not later than 48 hours before the time appointed for holding the Annual General Meeting, being 10.00 am 
on 14 January 2012. Completion of the proxy does not preclude a member from subsequently attending and voting at the meeting in person if he or she so wishes.
3.  Copies of the letters of appointment of the Non-Executive Directors with the Company will be available for inspection at the registered office of the Company during 
normal business hours (excluding Saturdays, Sundays and public holidays) from the date of this notice until the conclusion of the Annual General Meeting.
4.  Any member attending the meeting (personally or by proxy) has the right to ask questions. The Company must cause to be answered any such question relating to 
the business being dealt with at the meeting but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the meeting or involve 
the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the 
interests of the Company or the good order of the meeting that the question be answered.
5.  In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered on the Company’s register of members not later 
than 6.00 pm on 14 January 2012 or if the meeting is adjourned, shareholders entered on the Company’s register of members not later than 48 hours (excluding 
any part of a day which is a non-working day) before the time fixed for the adjourned meeting, shall be entitled to vote at the meeting.
6.  CREST members who wish to appoint a proxy (or proxies) by utilising the CREST electronic proxy appointment service may do so for the meeting and any 
adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those 
CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the 
appropriate action on their behalf.
7.  In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated 
in accordance with CREST’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must 
be transmitted so as to be received by the issuer’s agent (RAI0) by the latest time(s) for receipt of proxy appointments specified in note 2 above. For this purpose, 
the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’s 
agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
8.  CREST members and, where applicable, their CREST sponsors or voting service providers should note that CRESTCo does not make available special procedures 
in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST proxy instructions. It is the 
responsibility of the CREST member concerned to take, or (if the CREST member is a CREST personal member or sponsored member or has appointed a voting 
service provider(s)) to procure that his or her CREST sponsor or voting service provider(s) take(s) such action as shall be necessary to ensure that a message is 
transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting 
service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
9.  The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
10.  Shareholders satisfying the thresholds in section 527 of the Companies Act 2006 can require the Company to publish a statement on its website setting out any 
matter relating to:
 (i)  the audit of the Company’s accounts (including the Auditor’s report and the conduct of the audit) that are to be laid before the meeting; or 
 (ii)  any circumstances connected with an Auditor of the Company ceasing to hold office since the last Annual General Meeting, that the shareholders propose 
to raise at the meeting.
  The Company cannot require the shareholders requesting the publication to pay its expenses. Any statement placed on the website must also be sent to the 
Company’s Auditors no later than the time it makes its statement available on the website. The business which may be dealt with at the meeting includes any 
statement that the Company has been required to publish on its website.
11.  Biographical details of David Shearer, who is being proposed for re-election by shareholders, including his membership of Board committees, are set out on 
pages 16 and 17. 
12.  You must not use any electronic address provided either in the Notice of Meeting or any related documents (including the form of proxy) to communicate with the 
Company for any purposes other than those expressly stated.
13.  A Nominated Person may, under an agreement between him/her and the member who nominated him/her, have a right to be appointed (or to have someone else 
appointed) as a proxy entitled to attend and speak and vote at the AGM. Nominated Persons are advised to contact the member who nominated them for further 
information on this and the procedure for appointing any such proxy.
14.  If a Nominated Person does not have a right to be appointed, or to have someone else appointed, as a proxy for the AGM, or does not wish to exercise such a right, 
he/she may still have the right under an agreement between himself/herself and the member who nominated him/her to give instructions to the member as to the 
exercise of voting rights at the meeting. Such Nominated Persons are advised to contact the members who nominated them for further information on this.
15.  A copy of this Notice of Annual General Meeting and other information required by section 311A of the Companies Act 2006 can be found at www.superglass.co.uk.
Other information:
Notice of Annual General Meeting continued ®

Income extracts 
        2011 2010 2009 2008 2007 
        £000 £000  £000 £000 £000
Turnover        32,368 31,438 38,133 41,138 44,029
Operating (loss)/profit      (4,276) (64) 2,173  5,058  5,110
Net financing cost       (754) (632) (1,540) (2,106) (3,548)
(Loss)/profit before tax      (5,030) (696) 633 2,952 1,562
(Loss)/profit after tax      (3,589) (317) 442  2,125 982
Non-recurring items      217 — —  — 1,675 
Amortisation       4,219 4,389 4,393 4,393 4,393 
Adjusted earnings       847 4,072 4,835 6,518 7,050
(Loss)/earnings per share      (6.2)p (0.5)p 0.8p 3.7p 1.7p*
Adjusted earnings per share      1.5p 7.0p 8.3p 11.3p 12.2p*
Dividend per share       — 0.25p 1.5p  3.4p —
Balance sheet extracts
Fixed assets       15,426 14,799 15,043  15,844 15,551
Intangible assets       10,021 14,211 18,598  22,989 27,378 
Inventories       2,284 2,561 1,981  3,293 3,088 
Trade and other receivables      2,461 1,674 2,612 3,490 3,920
Trade and other payables      11,374 9,850 7,762 10,087 11,423
Capital employed       (1,066) 2,370 2,991 4,011 3,325
Net debt        17,586 17,178 21,696 24,130 27,140 
* Restated from originally reported earnings per share figures onto a basis consistent with the current year.
Five year record Superglass Holdings Plc
Thistle Industrial Estate 
Kerse Road 
Stirling 
Scotland FK7 7QQ
Tel: 01786 451170 
Fax: 01786 465663
www.superglass.co.uk