INNOV A TION  
TODA Y ,  
LEADING  
TOMORROW
Armour Group plc Annual Report and Accounts 2012 INNOVA TION TODA Y ,  
LEADING TOMORROW
Armour Group is a leading UK producer and supplier of high quality 
electronics within the home entertainment and in-vehicle communications 
and entertainment markets. 
Business review
1 Chairman’s statement
2  Armour at a glance
4 Chief Executive’s statement
7  Strategy in action
14  Finance Director’s report
Governance
18  Directors and advisers
19  Directors’ report
22   Corporate governance statement
25  Remuneration Report
Financial statements
28 Independent auditors’ report
29   Consolidated statement of comprehensive income
30    Consolidated statement of ﬁnancial position
31 Consolidated statement of changes in shareholders’ equity
31 Consolidated statement of cash ﬂows
32 Notes to the Consolidated Financial Statements
53 Company balance sheet
54  Notes to the Company Financial Statements
Annual General Meeting
57 Notice of Annual General Meeting
Principal brands
Modern design cabinet 
speakers, lifestyle satellite and 
sub-woofer speaker systems, 
TV sound enhancement 
and the new “Q Install” 
installation speakers.
Specialist audio, video and 
digital cables designed to 
minimise signal degradation 
and enhance ﬁdelity. 
Home audio and visual systems 
that are integrated into the 
fabric of the home.
Home TV stands and ofﬁce 
furniture, targeted at the 
consumer who appreciates 
quality and design.
In-vehicle connectivitysolutions 
ranging from simple cables 
through to intelligent connectors.
In-vehicle hands free telephone 
and music streaming kits 
providing market leading 
functionality.
Radios, CD players and 
Bluetooth enabled receivers.
RF antennae supported 
by simulation software, 
detailed design and 
pre-production modelling. Dear shareholder, 
The year to 31 August 2012 has again been 
challenging for the Group with our core UK 
consumer markets continuing to be weak 
against a background of a double dip 
recession. Group sales were £34.4 million 
(2011: £42.3 million), which generated a 
loss from operations before exceptional 
items of £1.2 million (2011: £1.7 million). 
The basic loss per ordinary share, before 
exceptional items, was 1.6p (2011: 1.8p). 
Group net debt at 31 August 2012 was 
£7.6 million (2011: £6.9 million).
The restructuring programme that the 
Group put in place last year has delivered 
£3.0 million of cost savings and an increase 
for the Group of two percentage points in 
gross margin over the prior year. However, 
the continuing difﬁculties in the market and 
the further fall in sales have meant that 
these improvements have not been 
sufﬁcient to return the Group to proﬁt 
in 2012. The operating businesses have 
continued to realise cost savings with 
an additional £1 million anticipated in 
2013 and further improvement in 
margins expected. 
As part of the restructuring undertaken 
the Group has incurred exceptional costs 
of £2.1 million in respect of redundancy, 
the write off of development expenditure 
that is now not considered recoverable 
from the sales of the associated products 
and the exit costs in respect of two leases 
that are now surplus to requirements. 
In addition, and in accordance with the 
accounting standards, the Group has 
taken the decision to write down goodwill 
by £9 million, which reﬂects the more 
cautious outlook resulting from the 
economic conditions.
Armour Automotive has continued 
to improve with sales of £14.4 million 
marginally ahead of last year and 
underlying operating proﬁts increasing 
by 65% to £1.3 million. The continued 
strengthening of the non-retail sales 
channels, particularly in the agricultural 
Chairman’s statement
A CHALLENGING  
YEAR
Bob Morton, Chairman, 18 December 2012
Key achievements
Restructuring
The programme of restructuring 
across the Group is now complete.
Award winning 
Both Armour Automotive and 
Armour Home have again won 
awards for both products and 
business operations.
Global reach
The Group is reaching out to new 
markets throughout Europe, and 
building its presence in Asia.
vehicles and the GPS and GSM antennae 
markets, more than compensated for 
the expected decline in retail. The recent 
launches of the new iO in-car hands free 
music streaming solutions and the new 
audio platform for the agricultural vehicle 
market provide conﬁdence that Armour 
Automotive will continue to grow proﬁtably 
in 2013.
Armour Home sales reduced by 30% to 
£18.9 million. By lowering the cost base 
by £2.5 million and improving margins by 
two percentage points, the underlying 
operating loss for the year was held at the 
same level as last year, at £1.2 million. The 
restructuring within Armour Home is now 
complete and the improvements made in 
the business are starting to show with a 
breakeven position achieved in the ﬁrst 
months of the new ﬁnancial year. New 
products, improving margins, a signiﬁcantly 
lower cost base together with an improved 
year on year trading performance are all 
encouraging indicators for the future.
As a product based business, the 
continued investment in new product 
development is a critical part of the Group 
strategy to deliver future growth. The Group 
recently announced the launch of important 
new products in our iO range of in-car 
hands free music streaming solutions and 
our new Systemline E200 installed audio 
solution for the home market. These new 
products are part of a wider new product 
programme that regularly launches new 
products into the market and are expected 
to generate incremental sales growth in 
the new ﬁnancial year.
The past two to three years have been 
very difﬁcult for the Group and particularly 
for our employees. It is to their credit that 
they have worked professionally and with 
dedication to implement the signiﬁcant 
changes that have been necessary to turn 
the Group around. I would like to take this 
opportunity of thanking them on behalf of 
the Board for their commitment and effort 
over the past year.
It is pleasing to report that the Group as 
a whole has returned to proﬁt in the ﬁrst 
quarter of the new ﬁnancial year. However, 
our core consumer markets remain fragile 
and the economic outlook, whilst improved, 
continues to be uncertain. The Board 
remains cautious, but is encouraged by 
the progress being made by the Group, 
which it expects will continue in 2013.
1 www.armourgroup.uk.com
Business review  Armour Home is the leading provider of high-end products, 
solutions and services to the Hi-Fi, home theatre, entertainment 
and furniture markets in the UK. Its portfolio spans all aspects 
of sound, vision and the associated entertainment experience 
within the home.
Top customers
 John Lewis Partnership
 Euronics
 Audionord Distribution
 Superﬁ
 Richer Sounds
 The Plasma Centre
 Hughes TV & Audio
 Sevenoaks Sound & Vision
Headline numbers
Revenue £18.85m
Number of staff 97
Number of locations 3
Facilities (sq ft) 120,500
Number of customers 2,400+
Percentage revenue  
from owned brands 87%
Percentage of  
Group revenue 
Armour Group is the UK’s leading consumer electronics group 
within the home entertainment and in-vehicle communication 
and entertainment markets, committed to designing, 
manufacturing and distributing leading-edge audio and visual 
products and solutions.
Armour Group has two principle UK based operating divisions, 
Armour Automotive and Armour Home, with Armour Asia 
representing the Group in Far Eastern territories.
Financial headlines
Sales  £34.38m
Underlying loss from operations  £1.2m
Underlying loss per ordinary share  1.6p
Cash generated from operations  £1.0m
Net Debt  £7.6m
5,000
Retail outlets
6,000
Products
4,000
Customers
17 6,500
Combined facilities sq ft
United Kingdom 
percentage of total sales
70.8 %
Americas  
percentage 
of total sales 
1.2 %
Africa 
percentage 
of total sales 
0.2%
ARMOUR A T  
A GLANCE
The Group has customers based  
in 65 countries throughout the world, 
in addition to the United Kingdom, 
which account for 29% of the Group’s 
sales. Sales to foreign customers for 
onward sale in the overseas territories 
increased 4% year on year.
55%
2 Armour Group plc Annual Report and Accounts 2012 Armour Asia is responsible for sale of Armour Automotive 
and Armour Home products into Asian markets and provision 
of supplier support services, including quality control, to 
the UK operations.
Key territories
 China
 Singapore
 Thailand
 Hong Kong
 South Korea
 Malaysia
 Indonesia
Headline numbers
Revenue £1.16m
Number of staff 6
Number of locations  1
Facilities (sq ft)  9,000
Number of customers  50+
Percentage revenue  
from owned brands 100%
Armour Automotive is the UK market leader in the supply 
of audio and video solutions for the in-vehicle entertainment 
and communications market, working with industry partners 
to research, develop and distribute cutting-edge products 
and accessories.
Top customers
 Halfords
 New Holland
 Auto-Trail VR
 Claas Group
 Vapormatic
 Manitou BF
 JCB Group
Headline numbers
Revenue £14.37m
Number of staff 78
Number of locations 2
Facilities (sq ft) 47 ,000
Number of customers 1,700+
Percentage revenue  
from owned brands  84%
Europe 
percentage 
of total sales 
22.9%
Australasia 
percentage 
of total sales
0.9%
Middle East 
percentage 
of total sales
0.3%
Rest of world 
percentage 
of total sales 
3. 7%
Percentage of  
Group revenue 
42%
Percentage of  
Group revenue 
3%
3 www.armourgroup.uk.com
Business review  September 2011 October November December January 2012
Radiomobile Radio Platform 
New platform incorporating a global 
tuner (including weatherband for the 
US market) for agricultural vehicles.
Autoleads
Range of market leading OBDII cables  
for telematics connectivity.
Q Acoustics 
“2050i” 
Loudspeaker
Multi-award winning 
ﬂoor standing 
loudspeaker. The 
new ﬂagship model 
of the Q Acoustics 
range.
Chief Executive’s statement
WELL POSITIONED  
FOR THE FUTURE
George Dexter, Chief Executive, 18 December 2012
The year to 31 August 2012 has been 
another difﬁcult year for the Group with 
the weak economic environment continuing 
to impact our core UK retail markets, 
particularly those served by Armour Home. 
Our response to the challenging market 
conditions has been a comprehensive 
restructuring programme across the 
Group operations. This restructuring 
programme is now complete and over 
the past twenty four months has delivered 
underlying cost savings of £5.7 million 
and a gross margin improvement of two 
percentage points estimated at £0.6 million. 
The progress that is being made is not 
clearly evident in the results for the year to 
31 August 2012. However, the actions that 
have been taken by the Group over the 
past two years are having a positive impact 
on the Group’s performance. Armour 
Automotive has reported a healthy 65% 
increase in underlying operating proﬁt in the 
year to 31 August 2012 and Armour Home 
has achieved breakeven in the ﬁrst months 
of the new ﬁnancial year. In addition, the full 
beneﬁts of the restructuring are still yet 
to be realised, with an additional £1 million 
of cost savings expected to ﬂow through in 
2013 together with further improvement in 
gross margins as new products come on 
stream and price increases take effect.
Strategically, the changes made to our 
operations over the past two years to focus 
on core brands, customers and sales 
channels has made a clear and beneﬁcial 
difference to the Group. With fewer brands 
to manage, our efforts are concentrated on 
those brands with critical size selling to a 
core customer base that understands our 
products and knows how to sell them. 
Added to this, we have a good 
infrastructure that works well and is 
capable of managing sales growth as 
and when our markets recover.
Armour Home
Armour Home is one of the UK’s leading 
suppliers of hi-ﬁ, home cinema, audio visual 
cables, television furniture and multi-room 
entertainment products. It designs, 
develops and distributes award winning 
products that are sold primarily in the UK 
through retail and the house building 
markets. The economic downturn has 
continued to hit hard Armour Home’s core 
markets and demand for our products, with 
Our response to the 
challenging market 
conditions has been 
a comprehensive 
restructuring programme 
across the Group 
operations.
4 Armour Group plc Annual Report and Accounts 2012 February March April May June
CTi GPS/GSM Antennae  
with Fakra connector
Extended range of GPS/GSM Antennae.
Q Install 
“Professional 
Series”
The ﬁrst models 
of a new range of 
superior in-ceiling 
loudspeakers for 
the commercial 
and domestic 
custom installation 
market.
QED “Performance 
Graphite” Optical
Award winning specialist 
high quality optical 
digital connecting cable 
for cable/satellite boxes 
and home cinema 
systems. 
consumer conﬁdence remaining resolutely 
weak. Sales in the year fell by 30% to 
£18.9 million resulting in an operating loss 
before exceptional costs of £1.2 million.
Over the past two years, Armour Home 
has undergone a signiﬁcant restructuring, 
which was completed during the year.  
In last year’s annual report the targeted cost 
savings in Armour Home were identiﬁed at 
£2.2 million. The actual cost savings 
delivered in the year were £2.5 million, with 
a further £1 million of savings anticipated in 
the new ﬁnancial year to 31 August 2013. 
In addition, the re-establishment of gross 
margins in the business was another key 
area targeted for improvement and the 
business delivered in 2012 a two percentage 
point increase in gross margins that added 
£0.4 million to the proﬁt of the business. 
As with the cost savings, further 
improvement in margins are expected in 
2013. Whilst these improvements have not 
offset the impact of the sales volume falls in 
2012, there are encouraging signs that they 
form the basis for the sustained recovery of 
Armour Home and have been fundamental 
in returning the division to its breakeven 
position in the ﬁrst months of the new 
ﬁnancial year.
Sales into the UK retail channel have again 
been difﬁcult with a year on year decline of 
32%. Hardest hit, and the principal cause 
of the sales decline in this channel, has 
been the Alphason brand of audio visual 
furniture where sales were down 52%. 
Falling sales of televisions and a business 
decision to withdraw from supplying entry 
level product to the mass market retailers 
on the basis of the low ﬁnancial return are 
the reasons behind the large fall in sales in 
this audio visual furniture category. 
Elsewhere, there were encouraging 
performances from our other core brands. 
Our award winning Q Acoustics speaker 
brand reported a 50% increase in sales 
across the year, with both the Q7000 and 
Q2000i ranges performing well. QED, 
which is also an award winning brand in the 
hi-ﬁ market and whose sales were broadly 
ﬂat across the year, reported 19% year on 
year sales growth in the last six months of 
the year, reversing a three year declining 
trend. The strategy pursued of focusing on 
our core brands, products and customers 
is working in this channel and the business 
is starting to realise the beneﬁts. With more 
product awards in 2012 and new product 
launches scheduled, sales through this 
channel are expected to show continued 
improvement in 2013.
Sales through our UK home automation 
channel have had a turbulent year resulting 
in a sales decline of 42%. We discontinued 
the distribution of three third party brands, 
which together account for 66% of the fall 
in sales, and completed a reorganisation of 
the operations serving this sales channel. 
As part of the reorganisation, we have also 
implemented the strategy of focusing on 
core brands, products and customers, 
which has worked well in the UK retail sales 
channel. Whilst the reorganisation caused 
considerable disruption at the beginning of 
the year, which has undoubtedly hit sales, 
the beneﬁts of the changes made in both 
operations and strategy are becoming 
evident with sales in the second half of the 
year showing steady and progressive 
growth. This progress, taken together with 
the new products launched over the last 
year, particularly the Q Install range of 
in-ceiling speakers and more recently our 
next generation of installed audio systems, 
Systemline E200, is expected to deliver a 
continuing recovery in this sales channel.
Export sales in 2012 have had a mixed year 
with overall sales falling by 3%. Almost all 
of the sales decline is accounted for by 
discontinued products that were not 
replaced on a like for like basis in 2012. 
There have been good sales performances 
from Q Acoustics speakers, QED cables 
and Goldring record player styli, all of which 
reported year on year sales growth. 
Geographically, our strongest international 
markets were Scandinavia and Russia, 
both of which delivered signiﬁcant growth 
in 2012. It was reported at the half year that 
as part of a divisional strategy to dilute the 
division’s exposure to UK retail, Armour 
Home had invested in direct sales 
representation covering mainland Europe, 
the Middle East and Australia. These 
initiatives are progressing and the division 
is seeing incremental sales growth, 
particularly in Europe and the Middle East 
where new customers and territories are 
coming on stream and ordering regularly.
The division had another successful 
awards ceremony in October at the What 
Hi-Fi? Sound and Vision Awards. Armour 
Home won seven awards, three for our  
Q Acoustics speaker brand, two for our 
QED cable brand and one each for the 
distributed brands of Grado and NAD.  
The 2012 awards continue a long tradition 
within Armour Home of designing and 
marketing award winning products and 
brands. These awards are important within 
our industry, inﬂuencing consumer buying 
decisions and therefore driving sales of the 
award winning products.
Armour Automotive
Armour Automotive is the market leader in 
the UK and Sweden supplying audio, video 
and connectivity solutions for in-vehicle 
entertainment and communications. It 
supplies the automotive aftermarket and 
agricultural, commercial and leisure vehicle 
markets. The division has made good 
progress in 2012 delivering an operating 
proﬁt of £1.3 million, which was an increase 
5 www.armourgroup.uk.com
Business review  July August September October 2012
Systemline “E200”
Unique, simple to install, “wipe clean & 
no clutter” kitchen or bedroom in-wall 
iPhone/iPod dock with in-built digital  
radio and clock/timer feature  
and in-ceiling speakers. 
iO G2 Platform  
(iO Play2, iO Talk2)
Next generation hands free and 
music streaming products.
Chief Executive’s statement continued
of 65% over last year. Gross proﬁt margins 
have also increased, albeit modestly, over 
the course of the year and operating costs 
have been reduced by £0.4 million.
Armour Automotive, as with Armour Home, 
has seen the UK retail sales channel 
struggle in 2012 with weakening demand 
reﬂecting the wider lack of consumer 
conﬁdence. However, its non-retail sales 
have continued to expand with solid growth 
in the agricultural, commercial and leisure 
vehicle markets and the GSM/GPS 
antennae market. This sales growth has 
compensated for the decline in retail sales 
and for the ﬁrst time, non-retail sales 
exceeded UK retail sales. 
The UK retail sales performance has again 
been weak due to market conditions with 
sales falling 6% on the prior year, which 
was broadly in line with our expectation. 
Both the key accounts and independent 
retail sales channels experienced declines 
with all the core brands feeling the impact 
of the wider economic slowdown. Despite 
the decline in sales, we believe that our 
core Autoleads connectivity brand, which 
accounts for 62% of our UK retail sales, is 
increasing its UK market share through a 
combination of new products, weaker 
competition and a focused sales strategy. 
We do expect a further fall of approximately 
5% in the UK retail sales channel as the 
market continues to contract through 2013.
The non-retail business that focuses on 
audio and video solutions for agricultural, 
commercial and leisure vehicles and GSM/
GPS antennae has had another good year 
with sales increasing by 13%. As with last 
year, we have seen demand grow across 
almost our entire customer base and have 
also added new customers during the year. 
A key area of development has been a new 
in-vehicle audio platform designed 
speciﬁcally for the commercial vehicle 
market and particularly the agricultural 
vehicle market, where Armour Automotive 
supply most of the major manufacturers in 
Europe. This new platform has now been 
adopted by two of our core agricultural 
vehicle customers with a further three 
evaluating trial units. We expect this new 
audio platform to deliver further incremental 
sales growth in our non-retail business 
through 2013 as more customers adopt 
and incorporate the platform into their own 
product offering.
Armour Nordic, our business in 
Scandinavia that forms part of Armour 
Automotive, has had a more difﬁcult year 
with sales falling by 7%. It has been clear 
as the year progressed that the 
Scandinavian retail market was weakening 
both in the automotive and home markets. 
This in turn has hit the performance of 
Armour Nordic with both sales and proﬁts 
showing a decline. In response to the 
weaker market, we have reduced our cost 
base and expect to see these savings to 
beneﬁt performance in 2013.
We recently announced the launch of our 
next generation of in-vehicle music 
streaming and hands free solutions 
marketed under our iO brand. There are 
two new products in the range, iO Play2, 
which is aimed at the consumer market 
and iO Talk2, which is targeted at the 
professional and business markets. Both 
products incorporate leading edge wireless 
technology that introduces a number of 
unique features and improvements in 
functionality to signiﬁcantly enhance sound 
quality, driver safety and ease of use. The 
products have been well received by the 
market and we expect that the iO brand will 
make a signiﬁcant contribution to Armour 
Automotive’s future sales both in the UK 
and international markets.
Armour Asia
Armour Asia is the Group’s wholly owned 
subsidiary based in Hong Kong that 
represents our interest across Asia/Paciﬁc. 
Our operations cover sales activities into 
thirteen countries across the region and 
also provide quality control and technical 
liaison for the UK operations with our 
manufacturing partners. This year has been 
one of consolidation for our Asia business 
after a difﬁcult 2011. Nevertheless, sales for 
Armour Asia increased by 7% to £1.2 million 
with China again being the largest market. 
We have also started this year to develop 
products that are speciﬁcally targeted at the 
Asian markets with the ﬁrst of these being 
launched under our Q Acoustics and QED 
brands in August 2012. Our expectation is 
that Armour Asia will continue to grow sales 
through 2013 on the back of new products 
and improved distribution.
New product development
The Group is a product based business 
and new product development is a 
fundamental part of our strategy for the 
future growth of both sales and gross 
margin. Despite the restructuring of the 
Group over the past two years, we have 
continued to invest in developing 
successful and award winning products 
for both the home and automotive markets. 
The key product launches in 2012 include 
our new iO in-vehicle hands free music 
streaming products; our new audio 
platform designed for the agricultural 
vehicle market; Systemline E200, our new 
installed home audio system; and a range 
of digital cables and wireless connectivity 
solutions under our QED brand. The new 
product plans for 2013 are well advanced 
and a number of products are scheduled 
for launch over the coming months.
Outlook 
It is extremely difﬁcult to forecast accurately 
in the current economic environment, 
particularly in the consumer facing  
markets that we serve. However, there  
are encouraging signs that the prospects 
for the Group are improving, the most 
important of these being at Armour Home. 
We believe that we have sized the Group 
correctly for our markets, we have made 
signiﬁcant progress in improving our 
margins and should consumer conﬁdence 
pick up in 2013, which is being predicted by 
a number of economic forecasters, the 
Group’s progress to a sustained recovery 
should continue.
Alphason “Chromium” 
“Osmium” and 
“Francium” 
Highly styled new  
TV stands which 
complement today’s 
thin and elegant  
large screen  
televisions.
6 Armour Group plc Annual Report and Accounts 2012 Strategy in action
THE ARMOUR  
ADVANT AGE
Our advantage is focused on new product development and 
improvement of our business efﬁciency and customer service to 
leverage and build on the strong reputation of our brands. These 
elements create a strategy which promotes the interests of our 
shareholders, customers and employees creating long-term 
value and resilience. 
Shareholders
Customers
Employees
1
Looking
forward 
2
Value through
our brands 
3
Business efﬁciency
& customer service
RESILIENCE
THROUGH
INNOVATION
7 www.armourgroup.uk.com
Business review –  Strategy in action Strategy update
LOOKING FORWARD
INVESTMENT IN PRODUCT DEVELOPMENT
Both Armour Automotive and Armour Home are innovative businesses which look forward at new technologies and 
projected customer demands. Each year both divisions launch new products and enhancements to existing ranges to 
address changing customer requirements and maintain their prominent market positions. It is this commitment to 
product development that enables Armour Automotive and Armour Home to successfully compete in today’s rapidly 
changing marketplace and look forward with conﬁdence to the years ahead.
Q&A – the Armour advantage – Shaun Findley, Technical Director of Armour Automotive.
Q: What development work does Armour 
Automotive undertake?
A: From a consumer perspective, we are engaged in 
providing connectivity solutions for in-vehicle applications. 
The best way of describing this is to say that we enable 
various items of equipment to communicate within a 
vehicle, when these items were not initially designed to 
do so. This may take the form of an intelligent cable or an 
application utilising wireless technologies.
Q: What has been your most recent  
product launch?
A: We have just launched, under our iO brand, two new 
products based on our latest Bluetooth platform. These 
two products, “Talk2” and “Play2” offer enhanced hands 
free functionality, allow two devices to be connected 
simultaneously, wireless music streaming, the latest “D” 
class ampliﬁer technology for enhanced audio quality and 
much more. They are both compatible with hundreds of 
devices including all the latest Smartphone releases, and 
have been designed to allow retrospective software 
upgrade for those devices yet to come onto the market. 
Q: What are your major challenges?
A: Technologies continue to change at a fast pace and it 
is important that our solutions keep up. This requires 
constant upgrading of existing products as well as 
developing new innovations. Talk2 and Play2 are 
examples of this where developments in both vehicle 
control systems and mobile phone capability are 
seamlessly accommodated within our product. 
Q: How many new products do you 
work on a year?
A: Taking into account both new products and 
enhancement of our existing product range, we work  
on approximately 90 projects over the course of a year. 
Q: Does Armour Automotive have  
non-retail customers?
A: We certainly do, increasingly so over the last few years. 
We supply communication and entertainment equipment 
to prestigious agricultural, commercial and leisure vehicle 
manufacturers. There is a growing requirement that our 
products integrate seamlessly into these vehicles’ 
increasingly sophisticated original communication and 
control systems. Our products include reversing cameras, 
radios, speakers, antennae and the various ﬁtting kits 
required to ensure all the equipment performs reliably and 
at a high level, despite the rugged environment in which it 
may be required to operate. We work with our customers 
to ensure that our solutions continue to address their own 
developmental requirements. 
Q: Where do future opportunities lie?
A: Our customers are always seeking enhanced 
performance and functionality from existing products and 
new ideas. The skill and effort of our design team enable 
us to meet these expectations and it has been exciting to 
see and be part of the convergence of technologies that 
has taken place over the past few years. We will continue 
to expand our wireless range of products including 
Bluetooth, Wi-Fi, NFC (Near Field Communication) and 
wireless charging. The analogue radio switch-off presents 
both challenges and opportunities, and we will continue 
to develop our universal CAN Bus interface, our CAN 
enabled platform for our non-retail customers and our 
existing driver behaviour systems. Armour Automotive has 
an extensive development “road map” that will keep us 
busy working on projects for many years ahead.
Delivering innovation
Mark Collingwood 
Armour Home, 
R&D manager
“Armour Home is committed to providing our 
customers with the ﬁnest home entertainment 
experience available, epitomised by our 
recently launched Systemline E200.”
8 Armour Group plc Annual Report and Accounts 2012 Business review –  Strategy in action
9 www.armourgroup.uk.com Armour Group plc Annual Report and Accounts 2012 10 Business Review – Strategy in action
Strategy update
V ALUE THROUGH OUR BRANDS
MARKET LEADING POSITIONS
Armour’s brands are highly regarded in their respective markets, representing design, quality, innovation and value. 
They are invariably recognised as “best in class”, regularly winning industry awards. 
Q&A – the Armour advantage – Bob Abraham, co-founder of QED Audio Products Ltd 
and a Director of Armour Home.
Q: What do Armour’s brands have 
in common?
A: Our brands are all associated with design, quality, 
innovation and value. They are highly respected and are  
often “best in class”, a view which is supported by the 
number of independent awards that our branded 
products have achieved. 
Q: How do you maintain the brands?
A: We principally maintain our brands by delivering new 
and improved products. We have internal design and 
development teams that constantly assess new 
technologies and market evolution such that we can 
address the changing requirements of our customers.
Q: What awards have you won?
A: There are a number of different industry commentators 
who compare and evaluate products available in the 
market. This year we are very pleased to have won three 
 “What Hi-Fi? Sound and Vision awards for our Q 
Acoustics speaker range and a further two for our QED 
cables. Our Q Acoustics speakers also received an award 
from Home Cinema Choice magazine. This continuing 
recognition, together with the many awards we have 
previously received, supports our brand pedigree and 
assists our future sales. 
Q: Why are brands important to Armour?
A: Armour is unusual being both a designer of own 
branded products and a distributor. By designing 
products to be sold under our own brands, we can build 
our market presence and in so doing increase the intrinsic 
value of our brands. At Armour we believe our customers 
can buy our products in the conﬁdence of the values that 
our brands represent. 
Q: Do brands change over time?
A: The products within each brand portfolio change in line 
with technology and customer requirements. Within our 
QED brand, for example, HDMI leads have now all but 
replaced Scart leads and subsequent demands on the 
technical capability of HDMI leads is continually increasing. 
QED was the ﬁrst to demonstrate that the quality of the 
connectivity solution really does make a difference to the 
resultant audio quality and we have the testing equipment 
to measure signal integrity compared to length of signal 
transmission, not just for our own products but also other 
offerings in the market. Consequently, the values 
attributable to our brands, representing design, quality, 
innovation and value remain constant embracing an 
evolving product portfolio.
Q: What is the most exciting 
brand development?
A: We continually strive to add quality to our brands 
through design and development. This year includes the 
launch of our “Q Install” range of speakers that extends 
the established and recognised audio quality of our 
Q Acoustics consumer speaker brand into the Custom 
Installation market. In addition we have launched 
Systemline E200, a built-in audio system designed to 
open new markets for installation products. These are just 
two examples of numerous advances that we have made 
all underpinned by our brand values.
Q: Do you distribute other brands?
A: Yes we do and are pleased to do so where these brands 
represent high standards consistent with our own and the 
products are complimentary to our own portfolio. We are 
proud that our business operations and attention to 
customer requirements are recognised and appreciated, 
resulting in us being the distributor of choice. 
Q: Where do future opportunities lie?
A: Our markets are constantly changing and we will 
continue to develop both our brands and channels to 
market on a global basis. 
A prestigious reputation
Vijay Punj 
Armour Automotive,  
Sales & Marketing Director
“Armour Automotive’s brands are highly 
respected in their markets. This year, 
our newly launched iO Play2 hands free 
kit won Gold for Editor’s Choice in the 
recent MEN Industry awards.”
Business review –  Strategy in action
11 www.armourgroup.uk.com Strategy update
BUSINESS EFFICIENCY & 
CUSTOMER SERVICE
COST EFFICIENT SERVICE
Since the start of the economic downturn Armour has focused on its inventory management; balancing both the 
working capital that inventory absorbs and the customer service that holding inventory provides. Armour Automotive 
continues its warehouse and despatch operations from its site in Bordon, Hampshire. However, as part of Armour 
Home’s business strategy, this division’s ﬁnished goods warehouse and despatch operations have been consolidated 
onto a single site in Wigan.
Q&A – the Armour advantage – Kerry Helmore, Armour Home’s Warehouse  
Operations Manager. 
Q: What has the business integration 
meant for you?
A: Over the last eighteen months we have integrated two 
separate businesses into one. In regard to warehousing 
we consolidated all ﬁnished goods onto one site, being 
our facility in Wigan. This provided a single focal point for 
inventory management from which we could integrate 
the warehouse computer systems with the other 
management information software packages. We have 
also attended to warehouse procedures to maintain and 
improve our customer service. These included pick and 
order fulﬁlment for our customers which in turn assists 
them with their inventory and order processing. 
Q: How many product lines do 
you manage?
A: We warehouse over 1,500 different ﬁnished goods lines 
and, in a typical month, despatch over 25,000 units which 
range from a stylus weighing a few grams to ﬂat packed 
furniture weighing 85 kilograms. All products have their 
own bar-coded pick locations, which are replenished 
from our bulk stock holding. 
Q: Why do you carry so many lines?
A: We own a number of market leading brands and 
distribute a number of other prestigious and 
complimentary brands, all of which have different 
variations and which may be combined into packs. 
We are able to stock and supply our customers with a 
wide range of desirable quality products when they want 
them, which is a level of service that few can match. 
Q: How have you maintained 
customer service?
A: Our warehousing system allows us to scan each 
product on every order to ensure that it is 100% complete 
prior to packing. We measure the number of orders 
despatched and investigate customer queries received. 
Each query received is investigated and corrected 
which may result in a procedural change to drive 
ongoing improvement. 
Q: How do you rate your performance?
A: We recognise that having the largest inventory proﬁle 
or deepest range are not in themselves the key to 
success. Our increasingly efﬁcient warehousing 
operations have helped us reduce inventory levels 
by 23% over the last two years. 
However, we also need to provide our customers with the 
highest possible level of service and order fulﬁlment. 
We monitor sales orders against despatches, order 
fulﬁlment rates, on-time deliveries and customer feedback. 
We are regularly achieving 99% picking accuracy on 
orders, and of orders received before 4.30 pm, we are 
also regularly achieving 99% same day despatch. 
Orders and despatches do not always ﬂow in a uniform 
way. We often encounter situations where an unusually 
large number of shipments are required in a short space 
of time. This requires good communication across the 
business and advance resource planning. We have a 
ﬂexible and enthusiastic workforce and we all believe that 
our customers appreciate this level of attention. 
Q: Where do future opportunities lie?
A: We have achieved a great deal both in inventory 
reduction and improving our customer service. We will 
continue to evaluate our management, facilities and 
processes as we believe there is always room for 
improvement and we target improvement in business 
efﬁciency and customer service on an on-going basis.
Ensuring range and quality
John Bell 
Armour Automotive, 
Operations Director
“At Armour Automotive we focus on 
inventory management in conjunction 
with customer service and have won 
the MEN Industry Best Distributor 
silver award for the second 
year running. ” 
12 Armour Group plc Annual Report and Accounts 2012 Business Review – Strategy in action Business review –  Strategy in action
13 www.armourgroup.uk.com Financial results
Reviews of the trading results for the year 
are set out in the Chairman’s statement 
and Chief Executive’s statement, which 
form part of this Annual Report.
Group sales for the year were £34.4 million 
(31 August 2011: £42.3 million), 
representing a 19% decrease on last 
year’s comparative period. Armour Asia’s 
sales increased by 7% and included the 
introduction of new products speciﬁcally 
attuned to Asian markets. Armour 
Automotive’s sales increased marginally 
with the slow retail environment being 
countered by continued growth through 
non-retail sales channels. Armour Home’s 
sales reduced by 30%. Whilst the market 
conditions are subdued, this reduction also 
reﬂects the withdrawal from entry level TV 
stands and reduced distribution of third 
party brands. The Chief Executive’s 
statement on pages 4 to 6 provides greater 
detail in regard to sales and markets.
The year on year reduction in sales volume 
has decreased the Group’s proﬁt by 
£3.1 million but the progressive focus on 
improving margins has offset this by 
£0.6 million. In addition, the Group has 
undertaken restructuring over the last two 
years which has reduced the cost base by 
£5.7 million over that period, £3 million year 
on year, reﬂecting the progressive but 
deferred nature of such re-structuring actions 
when compared to reduced sales volumes.
The Group’s underlying loss (being the 
loss from operations and before 
exceptional items) was £1.2 million 
(31 August 2011: £1.7 million). Exceptional 
costs of £11.1 million have been incurred, 
of which £2.1 million (31 August 2011: 
£1.4 million) relates to the further 
restructuring and cost cutting programme 
performed during the year. In addition, the 
carrying value of the goodwill relating to 
Armour Home has been written down by 
£9 million reﬂecting the current cautious 
outlook in regard to the general economic 
climate. Details relating to the goodwill 
impairment are set out in Note 13 of the 
Consolidated Financial Statements.
The Group incurred a net interest 
expense of £0.6 million (31 August 2011: 
£0.4 million). The Group’s loss before 
taxation from continuing operations, 
including the goodwill impairment cost, 
was £12.9 million (31 August 2011: 
£3.5 million).
Taxation
The total taxation credit for the year was 
£0.8 million (31 August 2011: £1.2 million), 
which reﬂects an effective taxation rate of 
6% (31 August 2011: 29%). The reason for 
the effective rate to be lower (31 August 
2011: higher) than the expected rate of 
25.2% (31 August 2011: 27 .2%) is principally 
due to the disallowance of the goodwill 
impairment, the non-recognition as a 
deferred taxation asset of losses that are 
not considered usable in the short-term 
future (as required by the applicable 
accounting standards) and the effect 
of reducing future taxation rates. These 
factors are only partly offset by enhanced 
research and development relief. Details 
of these are set out for both the current and 
prior year in Note 10 of the Consolidated 
Financial Statements.
The expected taxation rate during the 
current year of 25.2% (31 August 2011: 
27.2%) arises from the change in rate in 
April 2012 from 26% to 24% (31 August 
2011: Change in April 2011 from 28% to 
26%). The rate used for assessing deferred 
tax is 23% as this rate is expected to apply 
from April 2013 onwards.
Loss per share and dividend
The basic loss per ordinary share was 13p 
(31 August 2011: 3.7p), which includes the 
exceptional costs arising from re-structuring, 
the impairment of goodwill and, in the case 
of the prior year, discontinued operations.
The basic underlying loss per ordinary 
share, which adjusts for exceptional items 
(including goodwill impairment), 
discontinued operations and share-based 
payments as set out in Note 11 of the 
Consolidated Financial Statements, was 
1.6p (31 August 2011: 1.8p). 
Finance Director’s report 
STRENGTHENING  
OUR BUSINESS 
John Harris, Finance Director, 18 December 2012
Revenue
2012 
£000
2011 
£000
Variance 
£000
Variance 
%
Armour Automotive 14,367 14,354 13 – %
Armour Home 18,850 26,870 (8,020) -30%
Armour Asia 1,158 1,087 71 +7%
Group 34,375 42,311 (7,936) -19%
Underlying operating costs
2012 
£000
Variance 
£000
2011 
£000
Variance 
£000
2010 
£000
Employee beneﬁt costs 6,809 1,602 8,41 1 1,345 9,756
Depreciation and amortisation expense 1,284 376 1,660 (87) 1,573
Other expenses 7,019 997 8,016 1,458 9,474
Total 15,112 2,975 18,087 2,716 20,803
14 Armour Group plc Annual Report and Accounts 2012 The Board did not propose a dividend for 
the year ended 31 August 2011 and has 
not recommended a ﬁnal dividend for the 
year ended 31 August 2012. 
Share capital and equity
At 31 August 2012, the Group’s equity was 
£16.9 million (31 August 2011: £29.0 million) 
reﬂecting the retained loss for the year of 
£12.2 million (31 August 2011: £2.9 million). 
This is set out in the Consolidated 
Statement of Changes in Shareholders’ 
Equity on page 31. 
Funding and banking facilities
In December 2010, the Group entered a 
three-year asset-based lending agreement 
with GE Commercial Finance Limited. 
Under this asset-based lending agreement, 
the Group’s UK-based subsidiary 
undertakings can borrow funds based on 
the value of unpaid sales invoices and 
stock held. Amounts borrowed are secured 
by way of a cross guarantee and debenture 
over the assets of the Group companies 
based in the UK. The funding is variable 
depending upon the value of the assets on 
which it is based. The maximum borrowing 
capacity is, however, capped at £10 million 
for unpaid sales invoices and £6 million in 
regard to stock. 
As a consequence of the economic 
conditions leading to the signiﬁcant fall in 
Armour Home’s sales, coupled with the 
costs of restructuring incurred during this 
and the previous year, the Group entered 
into a £2.0 million (31 August 2011: 
£1.2 million) loan from Hawk Investment 
Holdings Limited to assist with working 
capital requirements. The loan is a related 
party transaction details of which are 
disclosed in Note 27 of the Consolidated 
Financial Statements. 
The Group discharges its day to day UK 
banking arrangements through Lloyds TSB 
Bank plc.
Cash ﬂow and net debt
The Group’s Consolidated Statement of 
Cash Flows is on page 31.
The Group’s cash inﬂow from operations 
was £1.0 million (31 August 2011: 
£1.3 million outﬂow). Taxation payments 
were made during the year relating to the 
overseas subsidiary which is part of the 
Armour Automotive division whereas in the 
prior year, historical overpayments arising 
from UK payment on account requirements 
were recovered. 
Expenditure on investing activities reduced 
to £1.0 million (31 August 2011: £1.4 million). 
£0.2 million (31 August 2011: £0.4 million) 
was spent on property, plant and 
equipment and £0.9 million (31 August 
2011: £1.1 million) on intangible assets.
The cash outﬂow in regard to ﬁnancing 
activities was £0.3 million (31 August 2011: 
Inﬂow of £7.6 million). The prior year 
recorded an inﬂow of £1.9 million relating 
to the placing of shares which was not 
repeated in the current year. A net inﬂow 
of £0.2 million reﬂects the movements on 
loans (31 August 2011: £6.1 million) and 
interest payments were £0.5 million (31 
August 2011: £0.4 million). 
Net debt is deﬁned in Note 30 on page 52 
of the Consolidated Financial Statements 
and at 31 August 2012 was £7.6 million 
(31 August 2011: £6.9 million). The Group’s 
borrowings are shown in Note 21 on 
page 48 of the Consolidated Financial 
Statements and, at 31 August 2012, the 
Group had undrawn facilities of £1.3 million 
(31 August 2011: £0.8 million).
Principal risks and uncertainties
Risk is an inherent part of doing business. 
The Board’s approach to risk management 
is balanced with encouragement of 
entrepreneurial ﬂair and recognition that 
some necessary activities carry an inherent 
risk over which the Group may at best have 
only limited control. The Corporate 
Governance Statement on pages 22 to 24 
describes the systems and processes 
through which the Directors manage, and 
aim to mitigate, risk. The Board considers 
that the principal commercial and ﬁnancial 
risks are identiﬁed below. However, the 
Board also recognises that the nature and 
scope of risks can change particularly in 
a period of economic uncertainty.
Business model
Pages 7 to 13 of this Annual Report 
demonstrate how the Group seeks to 
perpetuate its business model with 
speciﬁc reference to: 
 Offering a quality product portfolio 
to customers through a structured 
programme of product development 
and innovation;
 Owning and developing strong brands 
highly regarded in their markets; and
 Maintaining and growing the Group’s 
distribution platform whilst focusing on 
delivering business efﬁciency and a ﬁrst 
class service.
Pursuit of this business model introduces 
new risks to the Group through, for 
example, the adoption of new technologies 
and interaction with new customers and 
territories. Conversely, the strategy allows 
the Group to diversify its interests whilst 
utilising areas of expertise across divisions. 
At a strategic level, this is considered to 
increase resilience and reduce overall risk 
by avoiding reliance on a single brand, 
restricted product portfolios or conﬁned 
business areas. This has particular 
relevance in periods of sharp economic 
downturn, customer uncertainty and 
depressed market conditions. 
Economic and market conditions
The UK’s economy has been in a period of 
depression and uncertainty since mid 2008, 
and throughout this period there have been 
differing opinions and forecasts as to its 
length and depth before recovery sets in. 
Since the general election in 2010, and the 
austerity programme subsequently 
implemented, UK market conditions and 
particularly consumer conﬁdence have 
declined. The third quarter of calendar 2011 
saw a recovery in UK GDP , but this was 
followed by three consecutive quarters of 
contraction resulting in the “double dip” 
recession previously thought to have been 
avoided. The economic slowdown is not 
restricted to the UK, being generally 
accepted as a world-wide phenomenon and 
other territories, particularly Europe, are 
experiencing difﬁculties implementing 
austerity measures given the effects these 
have on their populations. As reported in 
previous Annual Reports, whilst various 
national strategies have been deployed, it 
still remains unclear as to their effectiveness, 
the timeframe of continued depression and 
uncertainty, the degree of market volatility 
yet to be experienced and the speed of any 
sustained economic recovery. 
Consumer conﬁdence and spending is of 
particular relevance to the markets in which 
the Group operates. Many factors, which 
include job security and levels of 
employment, cost inﬂation, availability 
of credit, interest rates and taxation all 
inﬂuence consumer behaviour. In the 
context of these and the general macro 
economic uncertainties, forecasting the 
future is extremely difﬁcult and the 
prolonged economic slowdown has 
necessitated further restructuring over 
the course of the year as reported in the 
Chairman’s statement, Chief Executive’s 
statement and the ﬁnancial results section 
of this report. The objective has been to 
size the Group’s operations commensurate 
with the markets served and, as best as 
practicably possible, the Group takes into 
account external opinions in regard to the 
economic outlook and the potential effect 
these may have on the Group’s markets. 
Competition
Armour’s divisions operate in highly 
competitive markets and have to respond 
to market behaviour such as price deﬂation 
caused by advances in technology or 
aggressive pricing by competitors, possibly 
itself prompted by an unfavourable 
economic environment.
15 www.armourgroup.uk.com
Business review  page 23 as part of the Group’s 
consideration and application of Corporate 
Governance as a whole. The Group 
continues to review its internal controls 
but recognises that any such procedures 
can provide only reasonable, not 
absolute, assurance.
Treasury management and 
banking arrangements
Use of the Group’s day to day asset based 
funding facilities is performed by the 
operating subsidiary undertakings, but 
this is within the overall control set by the 
Group’s central treasury function with the 
objective of securing funding availability 
and ﬂexibility to meet the Group’s ongoing 
requirements. Foreign exchange exposures 
are generally managed directly by the 
operating subsidiary undertakings but 
again within the guidelines and controls 
established by the Directors.
The Group maintains a continuing regular 
dialogue with its funders in regard to the 
Group’s performance and use of facilities.
Other ﬁnancial risks
Details of credit risk, interest rate risk, 
currency risk, liquidity risk and capital 
management are given in Note 3 of the 
Consolidated Financial Statements on 
pages 36 to 39.
Performance indicators
The Group measures its performance 
through a number of performance 
indicators. The Group sales, EBITDA and 
basic underlying earnings per ordinary 
share performance indicators used by the 
Group are shown below where in each 
case the ﬁgures have, as applicable, been 
adjusted to show continuing operations 
only. However, whilst KPIs are important, 
they should not be viewed in isolation but 
in the context of the Chairman’s statement, 
Chief Executive’s statement and other 
matters raised in regard to the Group’s 
operations and strategies throughout the 
Annual Report.
Both divisions have established strong 
market positions by building recognised 
brands, adopting new technologies and 
having the necessary infrastructure to meet 
customer needs. These positions are 
maintained through measures that include 
continued expenditure on new product 
development and facilities.
Changing consumer demands
The Group’s products are targeted at the 
consumer either through our retail 
customers or by being part of a larger 
product offering such as homes or 
vehicles. Consequently, the Group must 
respond to changing consumer demands 
that may be a response to aesthetic 
appeal, functionality or technological 
advancement.
The Group addresses this risk by reviewing 
its product lines and regularly introducing 
enhanced and refreshed generations, many 
of which win awards. Alternative channels 
to market which are not directly related to 
the high street are also investigated and 
developed, one such example being the 
agricultural vehicle market served by 
Armour Automotive. In addition, the 
Group’s Concept Design Centre focuses 
on emerging technologies and future 
product development strategies for the 
Group’s core product categories. 
Foreign manufacturers
A signiﬁcant proportion of the Group’s 
products are sourced from outside the 
United Kingdom. Consequently, the Group 
is subject to associated risks, which include 
foreign exchange rate ﬂuctuations, inﬂation 
in foreign countries and duties imposed on 
foreign goods. In addition, legal standards, 
which are a requirement of the designated 
market of sale, but not the country of 
manufacture, must be complied with.
The Group addresses this risk through 
Armour Asia, which based in Hong Kong 
liaises directly with the Group’s Far Eastern 
suppliers. This operation contains 
management with signiﬁcant experience of 
the Group’s activities and requirements and 
also local nationals with an understanding 
of local culture and practices.
In addition, both Armour Home and Armour 
Automotive retain UK-based assembly 
capability. This enables rapid response to 
customer demands, adaptability to short 
production runs and initial production of 
new products to identify errors and 
difﬁculties that may be encountered prior 
to offshore manufacture. 
Raw material prices
Many of the Group’s products contain 
copper (or other metals) and plastics whose 
prices can ﬂuctuate either directly or by 
virtue of being a derivative product. The 
Group manages this risk by seeking 
long-term relationships with its development 
partners and suppliers, assessing lower 
cost design and, subject to other factors 
including market conditions, reﬂecting 
underlying cost increases in sales pricing.
Senior management
As with many other organisations, the 
Group is dependent upon the hard work, 
dedication and experience of its 
management and staff. This is particularly 
true during challenging economic 
conditions. The Board and senior 
management supervise and monitor all 
aspects of the Group’s operations in the 
context of the business strategy and the 
execution of remedial measures taken in 
response to market conditions. Retention 
of senior management is desired so that 
experience is maintained and short-term 
measures are implemented with the least 
disruption possible, all in the context of 
maintaining the Group’s business model 
and objectives.
The Remuneration Report on pages 25 to 
27 details the procedures in place to 
attract, motivate and retain high calibre 
senior management personnel. 
Internal controls
The Group has a system of internal 
controls, which are included within the 
Corporate Governance statement on
Finance Director’s report continued
Group sales
2008 
£000
2009 
£000
2010 
£000
2011 
£000
2012 
£000
Group sales  54,008 51,614 56,591 42,311 34,375
The sales in the current year and prior years have been adversely affected by declining consumer conﬁdence particularly post the UK 
general election in May 2010 and the consequential implementation and realisation of austerity measures. However, whilst sales are a 
KPI, it should be viewed in the context of the counter measures taken by the Group as discussed in the Chairman’s statement, Chief 
Executive’s statement and within the ﬁnancial results section of this report on page 14.
16 Armour Group plc Annual Report and Accounts 2012 EBITDA
EBITDA is deﬁned as the (loss)/earnings before interest, taxation, depreciation, amortisation (of both goodwill and other intangible 
assets) and share-based payments. It provides a useful indicator of both proﬁtability and cash generation. In the current and prior year, 
the Group has been subject to exceptional items and discontinued operations, the adjustment for which to provide underlying EBITDA 
is given below.
2012 2011
Underlying 
£000 
Exceptional 
items 
(Notes 5) 
£000 
Total 
(Notes 29) 
£000 
Underlying 
£000
Exceptional 
items 
(Notes 5) 
£000
Discontinued 
operational 
(Notes 6) 
£000
Total 
(Notes 29) 
£000
Post tax loss for the year (1,465) (10,694) (12,159) (1,424) (1,045) (485) (2,954)
Taxation credit (325) (430) (755) (681) (397) (134) (1,212)
Net ﬁnance expense 589 –589 440 – – 440
Loss from operations (1,201) (11,124) (12,325) (1,665) (1,442) (619) (3,726)
Depreciation 433 243 676 550 224 2 776
Amortisation and impairment 851 10,424 1 1,275 1,110 438 – 1,548
Share-based payments – –– 18 –– 18
EBITDA 83 (457) (374) 13 (780) (617) (1,384)
The Group’s EBITDA for the last ﬁve years, including underlying EBITDA for the current and prior years, is shown in the table below:
  
2008 
£000
2009 
£000
2010 
£000
2011 
£000
2012 
£000
Proﬁt/(loss) from operations 4,029 1,528 1,172 (1,665) (1,201)
Depreciation 619 631 596 550 433
Amortisation and impairment 456 782 977 1,110 851
Share-based payments 100 65 32 18 –
EBITDA 5,204 3,006 2,777 13 83
Basic underlying (loss)/earnings per ordinary share
The calculation of basic underlying (loss)/earnings per ordinary share for the current year, and the 2011 comparative, is shown in 
Note 11 of the Consolidated Financial Statements on page 44. The measure adjusts for share-based payments, discontinued 
operations and exceptional items. The table below shows the basic underlying (loss)/earnings per ordinary share for ﬁve years.
 
2008 
£000
2009 
£000
2010 
£000
2011 
£000
2012 
£000
Proﬁt/(loss) after taxation 2,494 886 879 (2,954) (12,159)
Loss from discontinued operations – – – 485 –
Exceptional items – – – 1,045 10,694
Share-based payments 100 65 32 18 –
Underlying proﬁt/(loss) after taxation 2,594 951 911 (1,406) (1,465)
Weighted shares (000s) 67 ,192 65,056 65,056 79,851 93,627
Basic underlying earnings/(loss) per ordinary share 3.9p 1.5p 1.4p (1.8)p (1.6)p
17 www.armourgroup.uk.com
Business review  Directors and advisers 
18 Armour Group plc Annual Report and Accounts 2012 
Directors 
Bob Morton (70) FCA* 
Chairman 
Appointed as a non-executive Director and Chairman in January 
2002. He is also Chairman of Porta Communications Plc, Servoca 
Plc and St. Peter Port Capital Ltd and holds directorships in a wide 
range of private companies. He is a member of the Audit, 
Remuneration and Nominations Committees. 
George Dexter (50) BSC, ACA 
Chief Executive  
Appointed in April 1998. He was previously a Director of Brink’s (UK) 
Limited and held various positions at Transport Development Group 
plc and ML Holdings plc after qualifying as a Chartered Accountant. 
He is a member of the Nominations Committee. 
John Harris (52) BSC, ACA 
Finance Director and Company Secretary 
Appointed Finance Director in February 1999 and Company 
Secretary in April 2004. He was Finance Director of Howden Asia 
Pacific, part of Charter plc, where he held a number of positions 
including that of Group Financial Controller. He is a member of the 
Nominations Committee. 
Steve Bodger (63) MA, FCA* 
Senior Independent Director 
Appointed in January 2002. He is a Director of Work Group PLC and 
is Chairman of a number of private companies. He is Chairman of the 
Audit, Remuneration and Nominations Committees. 
*Non-executive Directors 
 
Advisers 
Auditors 
BDO LLP 
2 City Place 
Beehive Ring Road 
Gatwick 
West Sussex RH6 0PA 
Bankers 
Lloyds TSB Bank plc 
2 City Place 
Beehive Ring Road 
Gatwick 
West Sussex RH6 0PA 
Nominated adviser and stockbrokers 
FinnCap 
60 New Broad Street 
London EC2M 1JJ 
Registrars 
Capita Registrars 
The Registry 
34 Beckenham Road 
Beckenham 
Kent BR3 4TU 
Telephone: 0871 664 0300 
Facsimile: 020 8639 2342 
Solicitors 
Arnold & Porter (UK) LLP 
Tower 42 
25 Old Broad Street 
London EC2N 1HQ 
Registered office 
Lonsdale House 
7–9 Lonsdale Gardens 
Tunbridge Wells 
Kent TN1 1NU  
Telephone: 01892 502700 
Facsimile:  01892 502707 
Registered Number: 803572 
www.armourgroup.uk.com 
  Governance
Directors’ Report 
  www.armourgroup.uk.com 19 
The Directors present their report and the audited financial statements for the year ended 31 August 2012. 
Principal activities  
Armour Group plc is a public limited company incorporated in Great Britain, registered number 803572, which is listed on the Alternative 
Investment Market (“AIM”) of the London Stock Exchange. Its principal activity is that of a holding company providing corporate and technical 
guidance and services to its subsidiary undertakings.  
Armour Group plc is the ultimate parent company of a group, the principal activity of which is the design, manufacture, distribution and sale 
of consumer electronics, entertainment and furniture products focused on the home entertainment and in-vehicle communications and 
entertainment markets.  
Review of business  
The Chairman’s statement on page 1, Chief Executive’s statement on pages 4 to 6 and Finance Director’s Report on pages 14 to 17 provide 
a review of the business, the Group’s trading for the year ended 31 August 2012, key performance indicators and an indication of future 
developments and risks. These form part of the Directors’ Report.  
Result and dividend  
The Group has reported its Consolidated Financial Statements in accordance with International Financial Reporting Standards as adopted by 
the European Union. The Group’s results for the year are set out in the Consolidated Statement of Comprehensive Income on page 29. 
The Company Financial Statements continue to be reported under UK GAAP.  
The Group’s loss before interest, taxation and exceptional items amounted to £1.2 million. Exceptional items of £11.1 million were incurred 
during the year, £2.1 million in regard to further restructuring of the UK businesses in response to the continued depressed market conditions 
and £9 million in regard to the write-down of goodwill (Note 5). The Group’s loss for the year was £12.2 million (31 August 2011: £3.0 million).  
The Directors did not recommend a dividend for the year ended 31 August 2011 and have not recommended a final dividend for the year 
ended 31 August 2012. 
Directors  
The following persons were Directors during the year ended 31 August 2012 and up to the date of this report: 
Bob Morton 
George Dexter 
John Harris 
Steve Bodger 
The names of the Directors and Company Secretary, along with their brief biographical details, are given on page 18.  
Directors’ interests  
The Directors’ interests in the Company’s shares, and options over ordinary shares are shown in the Remuneration Report on pages 25 to 27.  
The Company has taken out insurance to indemnify Directors and Officers of the Group against third party claims.  
No Director has any beneficial interest in the share capital of any subsidiary undertaking.  
On 15 May 2012, the Company entered a £800,000 loan agreement with Hawk Investment Holdings Limited, a company in which Bob Morton 
has a beneficial interest. This loan was in addition to the £1.2 million loan made available by Hawk Investment Holdings Limited in the previous 
year. On 23 July 2012, both the initial £1.2 million loan and the secondary £800,000 loan were repaid using bridging finance made available by 
Southwind Limited, a company which has no interest in the share capital of Armour Group plc but is considered to be a related party to Bob 
Morton. On 25 July 2012, the Company entered a new £2.0 million loan agreement with Hawk Investment Holdings Limited and the bridging 
finance was repaid. The purpose of these loans was to assist with working capital requirements during a period of restructuring pursuant to the 
economic environment. This related party transaction is disclosed in Note 27 of the Consolidated Financial Statements. Other than this loan 
agreement, no Director had any material interest at any time during the year in any contract with the Company or any of its subsidiary 
undertakings, other than his service contract and indemnity agreements.  
Corporate governance  
The Financial Reporting Council issues and updates the UK Corporate Governance Code. The Company has, as far as practical, voluntarily 
complied with this code and a review of the Company’s application of its principles and provisions is given in the Corporate Governance 
Statement on pages 22 to 24. This also includes the Statement of Directors’ Responsibilities in preparing the Annual Report and financial 
statements on page 24. The Corporate Governance Statement forms part of this Directors’ Report. 
Disclosure of information to auditors 
As far as the Directors are aware, there is no relevant audit information (that is, information needed by the Group’s Auditors in connection with 
preparing their Report) of which the Group’s Auditors are unaware, and each Director has taken all reasonable steps that he ought to have 
taken as a Director in order to make himself aware of any relevant audit information and to establish that the Group’s Auditors are aware of 
that information.  
Donations  
During the year, the Group made no charitable donations (31 August 2011: £Nil). No political donations were made in either the current or 
preceding year.   Directors’ Report continued 
20 Armour Group plc Annual Report and Accounts 2012 
Financial instruments  
The financial risk management objectives of the Group including credit risk, interest rate risk and currency risk are provided in Note 3 of the 
Consolidated Financial Statements on pages 36 to 39. 
Creditor payment policy  
The Group does not follow any formal code or standard on payment practice. However, its policy is for subsidiary undertakings to agree terms 
and conditions for their business transactions with suppliers. Payment is normally made on these terms, subject to the terms and conditions 
being met by the suppliers. The Company had no trade creditors at the year end. The number of trade creditor days of the Group outstanding 
at the year end was 54 (31 August 2011: 51) days.  
Research and development  
The Company and its subsidiary undertakings are committed to ongoing research and development to meet the changing needs of the 
markets that they serve. Research and development expenditure totalled £1.6 million for the year of which £0.7 million was expensed to the 
Consolidated Statement of Comprehensive Income and £0.9 million was capitalised as intangible assets.  
Employees  
The Group’s policy is to encourage effective communication and consultation between employees and management. Subsidiary undertakings 
develop their own consultative and communication procedures as part of their operating practices.  
The Company and its subsidiary undertakings give full consideration to applications for employment made by disabled people, having regard to 
their aptitudes and abilities. Should employees become disabled during their employment, they are considered for any necessary retraining and 
available work within their capabilities. For the purposes of training, career development and promotion, disabled employees are treated in the 
same way as other employees. 
Environmental policy  
The Group consults professional experts on environmental matters as part of pre-acquisition enquiries for new businesses and takes 
appropriate action on the advice received. The Group is committed to maintaining a responsible attitude to environmental management in all 
areas of its business.  
Share capital structure  
At 31 August 2012, the Company’s authorised share capital was £15,000,000 divided into 883,679,397 ordinary shares of 1p each and 
68,480,067 deferred shares of 9p each.  
At 31 August 2012, the Company’s issued share capital was £7,133,721 divided into 97,051,496 ordinary shares of 1p each and 68,480,067 
deferred shares of 9p each. 
Save for shares held by the Armour Employees’ Share Trust, holders of ordinary shares are entitled to one vote per share at the meetings of the 
Company. The holders of the deferred shares have restricted rights including no entitlement to receive any dividend or other distribution nor to 
receive notice or speak or vote at general meetings of the Company. No application has or will be made for the deferred shares to be admitted 
to trading on AIM or any other stock exchange and consequently the deferred shares are not freely transferable. 
Further details of the Company’s share capital is given in Note 24 of the Consolidated Financial Statements. 
Armour employees’ share trust  
The Armour Employees’ Share Trust is a discretionary settlement, controlled and managed by an independent trustee company. It is 
empowered to purchase the Company’s ordinary shares (up to a maximum of 5% of the issued ordinary share capital) and subsequently make 
them available to employees, principally through the grant and exercise of rights under certain share option schemes operated by the 
Company. At 31 August 2012, the Armour Employees’ Share Trust held 3,424,000 ordinary shares but these have not been allocated to any 
specific beneficiaries under any scheme. The trustee is required to waive both voting rights and dividends payable on any ordinary share in the 
Company in excess of 0.001p, unless otherwise directed by the Company. 
Substantial interests  
The Company has been notified that, as at 18 December 2012, the following shareholders are interested in 3% or more of the ordinary shares 
in issue:  
 %
Hawk Investment Holdings Limited 29.9
Seraffina Holdings Limited 3.8
Armour Employees’ Share Trust 3.5
Maven Capital Partners Limited 3.4
National Grid UK Pension Scheme 3.1
The Directors have not been advised of any other substantial interest in the share capital of the Company.  
Share option schemes  
Details of employee share schemes are set out in Note 26 of the Consolidated Financial Statements.  
No grant of options was made in either the current or prior year under any of the Company’s employee share schemes. 
No options were granted to the executive Directors.  
No options were exercised in either the current or prior year.   Governance
 
  www.armourgroup.uk.com 21 
Going concern  
After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational 
existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements. 
Auditors  
BDO LLP has expressed its willingness to continue in office as Auditors and a resolution to reappoint them will be proposed at the 
forthcoming Annual General Meeting.  
Annual General Meeting  
The Annual General Meeting will be held on Friday 22 February 2013.  
The ordinary business comprises receipt of the Directors’ Report and audited financial statements for the year ended 31 August 2012, the 
reappointment of BDO LLP as Auditors and authorisation of the Directors to determine the Auditors’ remuneration and authorisation of the 
Directors to allot shares. Resolutions 1 to 3 deal with these matters.  
The special business comprises the disapplication of Section 561 of the Companies Act 2006 and the authority for the Company to purchase 
its own ordinary shares. Resolutions 4 and 5 deal with these matters.  
The Notice of Annual General Meeting and the ordinary and special resolutions to be put to the meeting are included at the end of this Annual 
Report and financial statements.  
 
 
 
 
John Harris  
Company Secretary 
18 December 2012 
  Corporate governance statement  
22 Armour Group plc Annual Report and Accounts 2012 
Corporate governance statement 
The Company is committed to good standards of corporate governance. The Financial Reporting Council issues and updates the UK 
Corporate Governance Code (the “Code”), which fully listed companies are expected to adopt or explain any particular circumstances where 
the Code’s provisions are not adopted. Although the Company is listed on the Alternative Investment Market, and therefore not required to 
comply with the Code, it has, as far as practical, voluntarily complied with its guidelines. The latest edition of the Code was published in 
September 2012 for adoption from 1 October 2012. As this was after the Company’s reporting period, this statement and the Remuneration 
Report outline how the Company has applied the relevant provisions of the Code that was issued for accounting periods starting on or after 
29 June 2010 and is applicable over the reported period. 
The Board 
The Board comprises two non-executive Directors and two executive Directors. Bob Morton is the non-executive Chairman and Steve Bodger 
is the non-executive Senior Independent Director. The position of Chief Executive is separate from that of Chairman and is held by George 
Dexter. Biographical details of all Board members are shown on page 18. 
The Board is the link in the chain of authority between the shareholders and the executive management and, as such, plays a key role in the 
corporate governance process. It recognises the dual role played by the executive Directors as both members of the Board and leaders of the 
executive management team. This duality is addressed by the non-executive Directors through their positions of authority on the Board and 
through the Board committees that they manage. 
The Board believes that restricting its membership to four is appropriate, given the Group’s size, and enables collective decisions to be made 
without undue delay. However, the Board recognises that its capacity is limited and, consequently, reserves to itself the making of strategic 
(including budget approval) and broad policy decisions. Day to day decisions and policies are delegated to the executive Directors. The Board 
monitors progress on strategy and policy either through its committees or directly through the executive Directors. 
A formal schedule of matters is reserved for consideration at Board meetings, which is updated as and when new situations require. Key 
activities of the business are reviewed and the Board receives full supporting papers to enable it to do so effectively. The Company Secretary 
is responsible to the Board and is available to individual Directors in respect of Board procedures. Directors may take independent professional 
advice on any matter relating to the Company at the Company’s expense. 
The Board met twelve times during the year with all the Directors present at all meetings.  
Board independence 
In selecting Directors, the Company looks for individuals who provide business experience, strong personal skills and independence of thought 
and perspective. The non-executive Directors regularly visit the operations and have a sound understanding of the Group’s businesses and 
affairs, enabling them to properly evaluate information and responses provided by management. They provide an objective challenge to 
management by being prepared to question assumptions and air alternative views as necessary for the good of the businesses and Group 
as a whole. 
The Code sets out circumstances that may be relevant to the Board’s determination of whether a non-executive Director is independent. Bob 
Morton has declared to the Board his beneficial and non-beneficial interests in the Company’s shares and related party transactions and these 
interests are taken into account at all meetings of the Board and any decisions made by the Board as appropriate.  
The Board believes the non-executive Directors’ experience and knowledge of the Group’s businesses, combined with their external business 
experience, enable them to provide both an effective challenge and a constructive contribution to the Board. 
Board committees 
The terms of reference for the Nominations, Remuneration and Audit Committees have been approved by the Board and are on the Group’s 
website www.armourgroup.uk.com. 
The Nominations Committee 
The Nominations Committee meets as and when required to consider candidates for appointment as Directors. All Directors are required 
to submit themselves for re-election on the third anniversary of their last appointment. All of the Directors are members of the Nominations 
Committee of which Steve Bodger is the Chairman. 
The Nominations Committee met once during the year and all members were present. 
The Remuneration Committee 
The Remuneration Committee is responsible for ensuring that the remuneration packages of the executive Directors and senior managers are 
appropriate to attract, motivate and retain high calibre individuals. The Remuneration Report on pages 25 to 27 contains more detailed 
information on the Committee’s role and the Directors’ remuneration and fees. The members of the Remuneration Committee are the two 
non-executive Directors, Steve Bodger, who is the Chairman, and Bob Morton. 
The Remuneration Committee met twice during the year and both members were present.  Governance
 
  www.armourgroup.uk.com 23 
The Audit Committee 
The Audit Committee monitors the effectiveness of the internal controls and reviews the interim and annual financial statements before 
submission to the Board. It also advises the Board on the appointment of Auditors, reviews their fees and discusses the nature, scope and 
results of the audit with the Auditors. 
The members of the Audit Committee are the two non-executive Directors, Steve Bodger, who is the Chairman, and Bob Morton. 
The Audit Committee met six times during the year and both members were present on each occasion. The executive Directors were invited to 
attend these meetings. The Company’s Auditors may also be invited to attend meetings, particularly to discuss the results of the annual audit, 
and are available to the Audit Committee throughout the year as and when required. 
The Audit Committee monitors the objectivity and independence of the Company’s Auditors. Generally, the Auditors’ non-audit services are 
restricted to taxation advice and compliance. Any proposed additional work is considered on an individual basis. 
Performance and evaluation 
The performance of the Board and its Committees has been evaluated during the year in light of the size of the Group and resources available. 
The conclusions of this review were that: 
• There was the potential to increase the number of non-executive Directors, but that this was not necessary given the size of the Group; 
• The number of Board meetings and information presented at those meetings allowed continual monitoring of progress and informed 
decision making throughout the year; and 
• The Committees operated satisfactorily throughout the year and were able to attend to Group issues in a timely manner. 
Relations with shareholders 
The Company maintains communication with institutional shareholders through individual meetings with senior management and through 
reports published by the Company’s stockbrokers. Private shareholders are encouraged to attend the Annual General Meeting at which the 
Company’s activities are considered and questions answered. General information about the Company and its businesses is also available 
on the Company’s website: www.armourgroup.uk.com. 
Compliance with the code 
Throughout the year ended 31 August 2012, the Company has been in compliance with the provisions set out in the Code except for: 
• B.2.3 Non-executive appointments are not restricted to specified terms other than by the requirement for re-election every three years; 
• B.7.1 Non-executive Directors who have served longer than nine years are not subsequently automatically required to be re-elected on an 
annual basis. The Company considers that the benefit conferred by continuity of service, coupled with the existing requirement for re-election 
every three years and the terms of non-executive Directors’ service contracts to be appropriate; 
• C.3.1 The Code recommends that the Audit Committee comprise (excluding the Chairman) entirely independent non-executive Directors 
and that, given the Company’s size, there should be at least two. The Company’s Audit Committee comprises two non-executive Directors, 
one of whom is the Company’s Chairman; and 
• D.2.1 The Code recommends that the Remuneration Committee comprise at least two independent non-executive Directors. The Group’s 
Remuneration Committee comprises two non-executive Directors, one of whom is the Company’s Chairman. 
Internal controls 
The Board has overall responsibility for the Group’s system of internal control. It should be recognised that any such system of internal control 
can provide only reasonable, but not absolute, assurance against material misstatement or loss. The Board confirms that it has carried out a 
review of the effectiveness of the Group’s internal controls as operated during the year. 
Processes to assess and manage the risks to success faced by the businesses are reviewed and improved as necessary. The objective is to 
enable the businesses to achieve their objectives without being hindered by circumstances that could have been reasonably foreseen whilst, 
at the same time, not adversely constricting the businesses with unnecessary bureaucracy. The principal elements of the system, which are 
designed to recognise the specific requirements of the Group, include: 
• An organisational structure with defined levels of responsibility and delegation of authority, which is subject to the overall Group  
control procedures; 
• Review of the risks faced by the businesses; 
• Comprehensive budgeting system producing detailed profit and loss account, balance sheet and cash flows, which are approved by 
the Board; 
• Monthly reporting of results that are compared to budget and revised forecasts; 
• Regular meetings with the Managing Directors of the Group’s operating divisions to review the current and forecast performance of 
each business; 
• Central control over key areas such as capital expenditure authorisation, insurance and banking facilities; and 
• Annual completion by the operating divisions of a self-certification internal control questionnaire, which confirms that appropriate controls are 
in place. Where potential weaknesses are identified, appropriate action is taken.  Corporate governance statement continued 
24 Armour Group plc Annual Report and Accounts 2012 
The Group continues to review its system of internal control to ensure compliance with best practice, whilst also having regard to its size and 
the resources available. In this context, the Board has concluded that the introduction of an internal audit function is not appropriate at 
this juncture. 
Statement of Directors’ responsibilities 
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. 
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare 
the Group’s Consolidated Financial Statements in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the 
European Union, and the Company Financial Statements in accordance with United Kingdom Generally Accepted Accounting Practice 
(United Kingdom Accounting Standards and applicable law). Under company law the Directors must not approve the financial statements 
unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group 
for that period. The Directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for 
companies trading securities on the Alternative Investment Market. 
In preparing these financial statements, the Directors are required to: 
• Select suitable accounting policies and then apply them consistently; 
• Make judgements and accounting estimates that are reasonable and prudent; 
• State whether they have been prepared in accordance with applicable accounting standards, subject to any material departures disclosed 
and explained in the financial statements; and 
• Prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business. 
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions 
and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the 
financial statements comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the assets of the 
Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. 
Website publication 
The Directors are responsible for ensuring the Directors’ Report and financial statements are made available on a website. Financial statements 
are published on the Company’s website in accordance with legislation in the United Kingdom governing the preparation and dissemination 
of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company’s website is the 
responsibility of the Directors. The Directors’ responsibility also extends to the ongoing integrity of the financial statements contained therein. 
  Governance
Remuneration Report  
  www.armourgroup.uk.com 25 
Scope of Report 
The Remuneration Report sets out the Company’s remuneration policy and, particularly, its approach for Directors. It also explains how the 
Company applies the principles of good corporate governance in relation to remuneration. This Report has been prepared by the 
Remuneration Committee and has been approved by the Board. 
Composition and role 
The Remuneration Committee’s members are Steve Bodger, who is the Chairman, and Bob Morton. The Committee is responsible for 
reviewing all senior executive appointments and determining the Group’s policy in respect of the terms of employment, including remuneration 
packages of executive Directors and for monitoring senior management development programmes. The operation of the Committee is in 
compliance with the principles, which are incorporated in Schedule A of the UK Corporate Governance Code (the “Code”). The Committee has 
given full consideration to the best practice provisions set out in the Code in determining the remuneration packages for executive Directors. 
Remuneration policy 
The objective of the Group’s remuneration policy is to attract, motivate and retain high quality individuals who will contribute fully to the success 
of the Group. To achieve this objective, the Group provides competitive salaries and benefits to all employees. Packages are established having 
regard to current market practice. 
Executive Directors’ remuneration is set to create an appropriate balance between both fixed and performance-related elements. Performance-
related elements are intended to comprise a significant part of potential remuneration. Remuneration is reviewed each year in light of the 
Group’s business objectives. It is the Remuneration Committee’s intention that remuneration should reward achievement of objectives and that 
these are aligned with shareholders’ interests over the medium term. 
Remuneration consists of the following elements: 
• Basic salary; 
• Performance-related annual bonus; 
• Benefits; 
• Defined contribution pension payments; and 
• Share options. 
Bonuses and benefits 
The executive Directors’ bonus scheme is linked to the Group’s year on year profit performance and working capital management. 
Divisional performance-related bonus schemes are considered on the basis that bonuses may be payable to senior executives provided their 
divisional results reach pre-set profit and cash generation targets. 
Senior executives’ benefits typically, but not necessarily, include a car (or cash alternative) and insurance for life, disability and health care. 
Share options 
The Company has a number of share option schemes, details of which are in Note 26 of the Consolidated Financial Statements. Under these 
schemes, share options have been granted to the executive Directors and senior executives within the Group. 
At the Company’s last Annual General Meeting held on 31 January 2012, the Armour 2012 Company Share Option Plan for approved and 
unapproved options (the “Option Plan”) was approved and established subject to subsequent approval by HMRC in regard to the grant of 
approved options. The Directors were authorised to make such amendments to the Option Plan as required by HMRC to obtain approval. 
The Option Plan has been approved by HMRC and formally adopted by the Company, but no options have been granted.  
The grant of share options is a recognised mechanism, practiced by the Company, to encourage continual improvement and align the interests 
and objectives of the senior management team with those of shareholders over the medium term. 
In its review of share options, the Remuneration Committee is mindful of recommended practice, which is taken into account with other factors 
that include: 
• The available headroom under the schemes for new grants; 
• The price of previously granted options and whether these continue to act as the intended incentive; and 
• Share price movements as compared to the Group’s performance. 
Pension arrangements 
The majority of senior executives are members of a defined contribution pension plan operated by the Group or, alternatively, have their own 
personal pension arrangements to which the Group contributes between 7% and 11% of pensionable salary. 
Executive directors’ service contracts 
The executive Directors have service contracts with the Company, which are not of fixed duration and are terminable by either party giving 
twelve months’ written notice. 
Non-executive directors 
There are service contracts with the Company for the provision of non-executive Directors’ services, which may be terminated by either party 
giving three months’ written notice. The fees payable for the services of the non-executive Directors are set by the Board.  Remuneration Report continued 
26 Armour Group plc Annual Report and Accounts 2012 
Directors’ remuneration 
The following table summarises the total gross remuneration, excluding gains on the exercise of options, of the Directors who served during the 
year ended 31 August 2012. 
     
Total remuneration 
excluding pensions Pension contributions 
 
Fees 
£000 
Basic  
salary  
£000  
Bonus 
£000 
Benefits
£000 
31 August 
2012
£000 
31 August  
2011 
£000  
31 August 
2012 
£000 
31 August 
2011
£000
Executive     
George Dexter  – 180 – 14 194 178 18 18
John Harris  – 120 – 12 132 132 13 13
Non-executive     
Bob Morton  – – – – – 30 – –
Steve Bodger  30 – – – 30 13 – –
Total 2012  30 300 – 26 356 – 31 –
Total 2011  43 284 – 26 – 353 – 31
The above figures represent remuneration earned as Directors during the relevant year. 
Benefits relate to the assessable taxation benefits arising from a company car allowance and insurance for life, disability and health care. 
Fees for Bob Morton’s services, inclusive of all expenses, are payable to Hawk Consulting Limited, a company in which he has an interest. 
Fees for Steve Bodger’s services are payable to Stratys Limited, a company in which he has an interest. 
The figures for pensions shown above are the contributions paid by the Company. 
Neither George Dexter nor John Harris exercised any options during the current or prior year. 
Directors’ shareholdings 
The Directors, who served during the year ended 31 August 2012 and who held an interest in the ordinary shares of the Company, 
were as follows: 
 At 31 August 2012 At 31 August 2011 
 
Ordinary 
shares 
of 1p each
Deferred 
shares 
of 9p each
Options on 
Ordinary 
shares
Ordinary 
shares  
of 1p each 
Deferred
shares 
of 9p each
Options on 
Ordinary
shares
Bob Morton 30,228,397 14,225,152 – 30,228,397 14,225,152 –
George Dexter 1,854,736 1,354,736 500,000 1,854,736 1,354,736 625,000
John Harris 247,969 176,541 700,000 247,969 176,541 875,000
Steve Bodger 242,857 100,000 – 242,857 100,000 –
At 31 August 2012, in addition to his beneficial interest in the share capital of the Company, Bob Morton had a non-beneficial interest in 
7,758,185 ordinary shares of 1p each (representing 8% of the ordinary shares in issue) and 6,120,000 deferred shares of 9p each (representing 
8.9% of the deferred shares in issue).  
There have been no changes in the Directors’ share interest from 1 September 2012 to 18 December 2012.  Governance
 
  www.armourgroup.uk.com 27 
Share options 
The non-executive Directors are not entitled to participate in the Company’s share option schemes. 
The share options held by the executive Directors are as follows: 
1999 unapproved executive share option scheme 
 
Options at  
31 August  
2012 
Lapsed
during 
the year
Options at 
1 September 
2011
Exercise 
price 
p Exercise period
George Dexter  – (125,000) 125,000 20.0 10 May 2002 – 9 May 2012
John Harris – (175,000) 175,000 20.0 10 May 2002 – 9 May 2012
John Harris 200,000 – 200,000 34.5 24 July 2004 – 23 July 2013
Enterprise management incentive share option plan 
Options at  
31 August  
2012 
Movements 
during 
the year
Options at 
1 September 
2011
Exercise 
price 
p Exercise period
George Dexter  500,000 – 500,000 20.0 21 January 2004 – 20 January 2013
John Harris  500,000 – 500,000 20.0 21 January 2004 – 20 January 2013
The high-low market price of ordinary shares in the Company during the year was 8.13p – 2.00p and the market price of the ordinary shares at 
31 August 2012 was 2.75p (31 August 2011: 2.13p). 
The details of these share option schemes are set out in Note 26 of the Consolidated Financial Statements. 
By order of the Board 
 
 
 
 
John Harris 
Company Secretary 
18 December 2012  Independent auditors’ report to the shareholders of Armour Group plc 
28 Armour Group plc Annual Report and Accounts 2012 
We have audited the financial statements of Armour Group plc for the year ended 31 August 2012 which comprise the Consolidated 
Statement of Comprehensive Income, Consolidated Statement of Financial Position and Company Balance Sheet, Consolidated Statement of 
Changes in Shareholders' Equity, Consolidated Statement of Cash Flows and the related notes. The financial reporting framework that has 
been applied in the preparation of the Group’s Financial Statements is applicable law and International Financial Reporting Standards (“IFRS”) 
as adopted by the European Union. The financial reporting framework that has been applied in preparation of the Company Financial 
Statements is applicable law and United Kingdom Accounting Standards ("United Kingdom Generally Accepted Accounting Practice").  
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. 
Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in 
an auditors’ report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone 
other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.  
Respective responsibilities of Directors and Auditors 
As explained more fully in the statement of Directors’ responsibilities, the Directors are responsible for the preparation of the financial statements 
and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements 
in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the 
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: 
• The financial statements give a true and fair view of the state of the Group’s and the Company’s affairs as at 31 August 2012 and of the 
Group’s loss for the year then ended; 
• The Group’s Financial Statements have been properly prepared in accordance with IFRS as adopted by the European Union; 
• The Company s Financial Statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting 
Practice; and 
• The financial statements have been prepared in accordance with the requirements of the Companies Act 2006. 
Opinion on other matters prescribed by the Companies Act 2006 
In our opinion the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent 
with the financial statements. 
Matters on which we are required to report by exception 
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: 
• Adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches 
not visited by us; or 
• The Company Financial Statements are not in agreement with the accounting records and returns; or 
• Certain disclosures of Directors’ remuneration specified by law are not made; or 
• We have not received all the information and explanations we require for our audit. 
 
 
 
John Everingham (Senior statutory auditor) 
For and on behalf of BDO LLP, statutory auditor 
Gatwick, United Kingdom 
18 December 2012 
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127). 
  Financial statements
Consolidated statement of comprehensive income 
For the year ended 31 August 2012 
  www.armourgroup.uk.com 29 
  
 
Note 
31 August 
2012
£000
31 August
 2011
£000
Revenue 4 
34,375 42,311
Changes in inventory of finished goods and work in progress   (1,532) (503)
Raw materials and consumables   
(18,932) (25,386)
Employee benefits costs  8 
(6,809) (8,411)
Depreciation and amortisation expense   
(1,284) (1,660)
Other expenses   
(7,019) (8,016)
Total expenses excluding exceptional items  
(35,576) (43,976)
Loss from operations before exceptional items 4 
(1,201) (1,665)
Exceptional Items 5 
(11,124) (1,442)
Total loss from operations  4,7 
(12,325) (3,107)
Finance expense  9 
(592) (454)
Finance income  9  
3 14
Loss before taxation   
(12,914) (3,547)
Taxation credit 10  
755 1,078
Loss from continuing operations  
(12,159) (2,469)
Loss on discontinued operation, net of tax 6 
– (485)
Loss for the year  
(12,159) (2,954)
Other Comprehensive Income  
Exchange gains on translation of foreign operations  
– 56
Total Other Comprehensive Income  
– 56
Total Comprehensive Loss for the year  
(12,159) (2,898)
  
Loss per ordinary share  11 
Continuing and discontinued operations  
Basic  
(13.0)p (3.7)p
Diluted  
(13.0)p (3.7)p
Continuing operations  
Basic   
(13.0)p (3.1)p
Diluted   
(13.0)p (3.1)p
The Notes on pages 32 to 52 form part of the Consolidated Financial Statements. 
  Consolidated statement of financial position 
At 31 August 2012 
30 Armour Group plc Annual Report and Accounts 2012 
 
Note  
31 August
2012 
£000
31 August 
2011
£000
Non-current assets   
Goodwill  13 12,084 21,084
Other intangible assets  14  2,486 3,842
Property, plant and equipment  15  862 1,415
Deferred taxation asset 23 821 26
Total non-current assets   16,253 26,367
Current assets   
Inventories  17  8,529 9,967
Trade and other receivables  18  6,639 7,192
Cash and cash equivalents  19  327 756
Total current assets   15,495 17,915
Total assets   31,748 44,282
Current liabilities   
Bank overdrafts and borrowings  21  (7,924) (7,661)
Trade and other payables  20  (6,725) (7,225)
Corporation taxation liability   – (31)
Provisions  22  (221) (328)
Total current liabilities and total liabilities  (14,870) (15,245)
Total net assets   16,878 29,037
  
Equity   
Share capital  24  7,134 7,134
Share premium  25  10,084 10,084
Other reserves  25  871 871
Retained earnings  25  (777) 11,382
Translation reserve  25  138 138
Share trust reserve  25  (572) (572)
Total equity   16,878 29,037
These financial statements were approved by the Board and authorised for issue on 18 December 2012. 
 
 
 
 
George Dexter  John Harris 
Director  Director 
The Notes on pages 32 to 52 form part of the Consolidated Financial Statements. 
  Financial statements
Consolidated statement of changes in shareholders’ equity 
For the year ended 31 August 2012 
  www.armourgroup.uk.com 31 
  
 
Share  
capital  
£000  
Share 
premium 
£000 
Other 
reserves 
£000 
Retained 
earnings 
£000 
Translation  
reserve  
£000  
Share trust 
reserve 
£000 
Total 
equity 
£000
At 1 September 2010 6,848 8,513 871 14,318 82 (572) 30,060
   
Total Comprehensive Loss – – – (2,954) 56 – (2,898)
   
Issue of Equity 286 1,571 – – – – 1,857
Share-based payments  – – – 18 – – 18
At 31 August 2011 7,134 10,084 871 11,382 138 (572) 29,037
   
Total Comprehensive Loss – – – (12,159) – – (12,159)
   
At 31 August 2012 7,134 10,084 871(777)138 (572)16,878
The Notes on pages 32 to 52 form part of the Consolidated Financial Statements. 
Consolidated statement of cash flows 
For the year ended 31 August 2012 
Note 
31 August 
2012 
£000
31 August 
2011
£000
Cash flow from operating activities   
Cash generated from/(utilised in) operations  29  1,008 (1,308)
Income taxes (paid)/recovered  (70) 82
Net cash inflow/(outflow) from operating activities   938 (1,226)
Investing activities   
Purchase of property, plant and equipment   (166) (395)
Sale of property, plant and equipment   46 47
Expenditure on intangible assets   (920) (1,071)
Interest received   3 14
Net cash used in investing activities   (1,037) (1,405)
Financing activities   
Issue of equity  – 1,857
New loans  2,800 11,870
Refinancing arrangement costs  – (305)
Repayment of loans   (2,646) (5,473)
Interest paid   (492) (365)
Net cash (used)/generated in financing activities   (338) 7,584
Net (decrease)/increase in cash, cash equivalents and bank overdrafts  30  (437) 4,953
Currency variations on cash, cash equivalents and bank overdrafts   (1) 63
Cash, cash equivalents and bank overdrafts at the start of the year   756 (4,260)
Cash, cash equivalents and bank overdrafts at the end of the year  19  318 756
The Notes on pages 32 to 52 form part of the Consolidated Financial Statements.  Notes to the Consolidated Financial Statements 
32 Armour Group plc Annual Report and Accounts 2012 
1 Accounting policies  
Basis of preparation 
The Group’s Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards, 
International Accounting Standards and Interpretations (collectively “IFRS”) issued by the International Accounting Standards Board as 
adopted by the European Union and with those parts of the Companies Act 2006 applicable to companies preparing their financial statements 
under IFRS. 
The principal accounting policies adopted in the preparation of the Group’s Consolidated Financial Statements are set out below. The policies 
have been consistently applied to all of the years presented, unless otherwise stated. 
Changes in accounting policies 
New standards, interpretations and amendments effective from 1 September 2011. 
The following new standards, interpretations and amendments effective for the first time from 1 September 2011, have not had a material effect 
on the financial statements: 
• IFRS 7 (Amendment): Disclosures – Transfers of Financial Assets (from 1 July 2011); and 
• IFRS 1 (Amendment): Severe hyperinflation and removal of fixed dates for first-time adopters (from 1 July 2011). 
Basis of consolidation 
These Consolidated Financial Statements present the results of the Company and its subsidiary undertakings (“Group”) as if they form a single 
entity. Subsidiary undertakings are entities over which the Company has control in terms of the power to govern the financial and operating 
policies of an acquired entity so as to obtain benefits from its activities. Intercompany transactions and balances between entities within the 
Group are therefore eliminated in full. 
Business combinations 
These Consolidated Financial Statements incorporate the results of business combinations using the purchase method. In the Consolidated 
Statement of Financial Position, the acquired identified assets, liabilities and contingent liabilities are initially recognised at their fair values at the 
date of acquisition. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on 
which control is obtained. 
Goodwill 
Goodwill arising on the acquisition of a business represents any excess of the fair value of the consideration over the fair value of the identifiable 
assets and liabilities acquired. The identifiable assets and liabilities acquired are incorporated into the Consolidated Financial Statements at their 
fair value to the Group. 
Goodwill is not amortised but tested for impairment annually. Any impairment is recognised immediately in the Consolidated Statement of 
Comprehensive Income and is not subsequently reversed. On disposal of a business, the attributable amount of goodwill is included in the 
determination of the profit or loss on disposal. 
Intangible assets (excluding goodwill) 
Intangible assets (excluding goodwill) include the following: 
(a) Development costs 
Both internal and external development costs, associated with the production of saleable products, are capitalised as an intangible asset in 
accordance with the criteria of IAS 38 which include that the asset created can be identified, the cost can be measured reliably and it is 
probable that the asset will generate future economic benefits. The asset is then amortised on a straight-line basis over the expected sales 
period for the product, on a product type by product type basis. This is normally between three and five years. 
Where no intangible asset can be identified, development costs are recognised as an expense in the financial period in which they are incurred. 
(b) Other intangible assets 
Other intangible assets include investments, recorded at cost, in software (which is separately identifiable from the hardware on which it runs) 
and acquired brands. The assets so created are amortised on a straight-line basis over their expected useful lives as follows: Software between 
three and five years and brands twenty years. 
Where the software is not separately identifiable from the hardware, it is included with the hardware in property, plant and equipment.  Financial statements
 
  www.armourgroup.uk.com 33 
1 Accounting policies continued 
Impairment of non-financial assets 
Impairment tests on goodwill and other intangible assets with indefinite useful lives are undertaken annually for the reporting year end. 
Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount 
may not be recoverable. Where the carrying value of an asset is judged to exceed its recoverable amount (i.e. the higher of value in use or the 
fair value less costs to sell), the asset is written down accordingly. 
Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset’s cash-
generating unit (i.e. the lowest group of assets, in which the asset belongs, for which there are separately identifiable cash flows). Goodwill is 
allocated on initial recognition to each of the Group’s cash-generating units that are expected to benefit from the synergies of the combination 
giving rise to the goodwill. 
Impairment charges, and the reversal of previous impairment charges, are expensed/credited to the Consolidated Statement of 
Comprehensive Income. 
Property, plant and equipment 
Property, plant and equipment are stated at cost less the accumulated depreciation and, where appropriate, provision for impairment in value 
or estimated loss on disposal. Property, plant and equipment are depreciated over their estimated useful lives on a straight-line basis as follows: 
Leasehold improvements   over the term of the lease 
Plant and fixtures and fittings  10% – 33% 
Motor vehicles   20% – 25% 
Foreign currencies 
The results of overseas subsidiary undertakings are translated into sterling at the actual rates of exchange during the financial period and their 
balance sheets at the rates ruling at the financial period end. Gains or losses arising on the translation of the opening net assets and results of 
overseas subsidiary undertakings are recognised in Other Comprehensive Income and taken to the Group’s translation reserve. 
Transactions denominated in foreign currencies are translated into sterling at the exchange rate in operation on the date of the transaction. 
Monetary assets and liabilities originally denominated in foreign currencies are translated into sterling at the exchange rate in operation at the 
date of the financial period end. Exchange gains and losses are reported as part of the Consolidated Statement of Comprehensive Income. 
Financial instruments 
(a) Derivative financial instruments 
The Group uses foreign exchange forward contracts to hedge financial risks to changes in foreign currency exchange rates. These financial 
instruments are included in the Consolidated Statement of Financial Position as assets or liabilities at their fair values. The Group does not use 
derivative financial instruments for speculative purposes but its financial instruments do not qualify for hedge accounting under IFRS and 
consequently changes in their fair values are recognised in the Consolidated Statement of Comprehensive Income as they arise.  
(b) Bank borrowings 
Bank borrowings are initially recognised at fair value. Such interest bearing liabilities are subsequently measured at amortised cost using the 
effective interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the 
liability carried in the Consolidated Statement of Financial Position. The interest expense includes initial transaction costs and premiums payable 
on redemption, as well as any interest coupon payable while the liability is outstanding. 
(c) Trade receivables and trade payables 
Trade receivables and trade payables are non-derivative assets and liabilities of fixed or determinable amounts that are not quoted in an active 
market. They arise principally through the provision of goods and services to customers (trade debtors) or the purchase of goods and services 
(trade creditors and accruals). They are initially recognised at fair value and subsequently carried at amortised cost and in the case of trade 
receivables less any provision for impairment. 
Inventories 
Inventories have been valued at the lower of cost and net realisable value. Cost includes all direct expenditure to bring items to their condition 
and location at the accounting date, together with, in the case of goods manufactured by the Group, an appropriate proportion of production 
overhead expenditure attributable thereto. 
Cash and cash equivalents 
Cash and cash equivalents comprise cash in hand, at bank and deposits where the amounts are not part of the Group’s set-off arrangements 
and, in the case of deposits, where they are repayable within three months and are subject to an insignificant risk of a change in value. 
Bank overdrafts are shown within current liabilities in the Consolidated Statement of Financial Position but are included within cash and 
cash equivalents in respect of the Consolidated Statement of Cash Flows. 
Provisions 
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an 
outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount 
of the obligation. The provision is recorded at the present value of the expenditures expected to be required to settle the obligation using a 
discount rate that reflects the current market assessment of the time value of money and the risks specific to the obligation. The increase in the 
provision due to the passage of time is recognised as a finance cost. 
  Notes to the Consolidated Financial Statements continued 
34 Armour Group plc Annual Report and Accounts 2012 
1 Accounting policies continued 
Deferred taxation 
Deferred taxation is the taxation expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in 
the financial statements and the corresponding taxation bases used in the computation of taxable profit. It is accounted for using the balance 
sheet liability method. Deferred taxation liabilities are generally recognised for all taxable temporary differences except goodwill. Deferred 
taxation assets are recognised to the extent that it is probable that taxable profit will be available against which deductible temporary differences 
can be utilised. 
Deferred taxation is calculated at the taxation rate that is expected to apply in the financial period when the liability is settled or the asset 
is realised. 
Leases 
Where substantially all of the risks and rewards incidental to ownership of a leased asset have been transferred to the Group (a “finance lease”), 
the asset is treated as if it had been purchased outright. The amount initially recognised as an asset is the present value of the minimum lease 
payments payable over the term of the lease. The corresponding lease commitment is shown as a liability. Lease payments are analysed 
between capital and interest. The interest element is charged to the Consolidated Statement of Comprehensive Income over the period of 
the lease and is calculated so that it represents a constant proportion of the lease liability. The capital element reduces the balance owed to 
the lessor. 
Where substantially all of the risks and rewards incidental to ownership are retained by the lessor (an “operating lease”), the total rental payable 
under the lease is charged to the Consolidated Statement of Comprehensive Income on a straight-line basis over the lease term. 
Revenue 
Revenue represents the invoiced value of goods sold and the value of services provided to third party customers, excluding value added tax. 
Revenue is recognised when the risks and rewards of owning the goods have passed to the customer, which is generally on delivery or when 
services have been provided. 
Share-based payments 
Where share options are awarded to employees, the fair value of the option at the date of grant is charged to the Consolidated Statement of 
Comprehensive Income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity 
instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based 
on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. As long as all 
other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative 
expense is not adjusted for failure to achieve a market vesting condition. 
Where share options are cancelled, their remaining unamortised fair value is fully written off through the Consolidated Statement 
of Comprehensive Income. 
Pension costs 
The Group operates defined contribution arrangements. The pension costs payable by the Group in the financial period are charged to the 
Consolidated Statement of Comprehensive Income. 
Dividends 
Equity dividends are recognised when they become legally payable, which is when they are approved by the shareholders at the Annual 
General Meeting. They are charged directly to equity. 
Armour Employees’ Share Trust 
As the Company is deemed to have control of the Armour Employees’ Share Trust, it is treated as a subsidiary undertaking. The assets (other 
than investments in the Company’s ordinary shares), liabilities, income and expenses are included on a line-by-line basis in the Consolidated 
Financial Statements. The investment in the Company’s ordinary shares is shown in the share trust reserve and is treated as a deduction from 
equity in the Consolidated Statement of Financial Position. 
Standards, amendments and interpretations to existing standards not yet effective 
The following standard has been published but is not effective for the periods presented, has not been endorsed by the European Union and 
the Group has chosen not to early adopt: 
IFRS 9: Financial Instruments (effective for accounting periods beginning on or after 1 January 2015). It is envisaged that this standard will 
replace IAS 39: Financial Instruments: Recognition and Measurement in its entirety. The Group is currently assessing the impact of the new 
standard on its Consolidated Financial Statements. 
At the date of authorisation of these financial statements, the following standards, amendments or revisions to standards and interpretations of 
existing standards were in issue, but were not yet effective and/or had not been endorsed by the European Union. They have not been applied 
to the Consolidated Financial Statements.  Financial statements
 
  www.armourgroup.uk.com 35 
1 Accounting policies continued 
Applicable to the Group from 1 September 2012: 
• IAS 12 (Amendment): Deferred Tax – Recovery of underlying assets (from 1 January 2012); and 
• IAS 1 (Amendment): Presentation of items of Other Comprehensive Income (from 1 July 2012). 
Applicable to the Group subsequent to 31 August 2013: 
• IFRS 10: Consolidated Financial Statements (from 1 January 2013); 
• IFRS 12: Disclosure of Interests in Other Entities (from 1 January 2013); 
• IFRS 11: Joint Arrangements (from 1 January 2013); 
• IFRS 13: Fair Value Measurement (from 1 January 2013); 
• IAS 27: Separate Financial Statements (from 1 January 2013); and 
• IAS 19: Employee Benefits (from 1 January 2013). 
The Group is currently assessing the impact of these amendments, revisions and interpretations on its Consolidated Financial Statements but, 
at this stage, does not consider that they will have a significant material effect save for any additional disclosure requirements. 
2 Accounting estimates and judgements 
(a) Impairment of goodwill and other intangible assets 
The Group is required to test on an annual basis, whether goodwill has suffered any impairment. Other intangible assets are tested for 
impairment when indication of impairment exists. The recoverable amount is determined based on value in use calculations. The use of this 
method requires the estimation of future cash flows and the choice of a discount rate in order to calculate the present value of the cash flows. 
Actual outcomes may vary. More information on goodwill impairment testing including the carrying value is included in Note 13. 
(b) Useful lives of intangible assets and property, plant and equipment 
Intangible assets and property, plant and equipment are amortised or depreciated over their useful lives. Useful lives are based on the 
management’s estimates of the period that the assets will generate revenue, which are periodically reviewed for continued appropriateness. 
Changes to estimates can result in significant variations in the carrying value and amounts charged to the Consolidated Statement of 
Comprehensive Income in specific periods. More details including the carrying values are included in Notes 14 and 15. 
(c) Fair value of financial instruments 
The Group determines the fair value of financial instruments that are not quoted using valuation techniques. Those techniques are significantly 
affected by the assumptions used, including discount rates and estimates of future cash flows. In that regard, the derived fair value estimates 
cannot always be substituted by comparison with independent markets and, in many cases, may not be capable of being realised immediately. 
More details on financial instruments are given in Note 3. 
(d) Inventories 
The companies within the Group that carry inventory review the net realisable value of, and demand for, their inventory on a regular basis and 
particularly at the year end to provide assurance that it is stated at the lower of cost and net realisable value. Factors that could impact 
estimated demand and selling prices include the timing and success of future technological innovations, competitor activities, supplier prices 
and economic trends. 
(e) Share-based payments 
The fair value of share option share-based payments is estimated, using the Black-Scholes valuation model, as at the date of grant and using 
certain assumptions. 
(f) Provisions 
The Group recognises provisions in accordance with its accounting policy described on page 33. In arriving at estimates for provisions, 
estimates and judgements are made, in particular with regard to timing and amount. Calculations are based on anticipated future cash flows 
relating to the relevant event, which are estimated by management and where appropriate supported by the use of external advisers. 
(g) Taxation 
The Group is subject to taxation in several jurisdictions and judgement is required in determining the provision for income and deferred taxation. 
The Group recognises taxation assets and liabilities based upon estimates and assessments of many factors including past experience, advice 
received on the relevant taxation legislation and judgements about the outcome of future events. To the extent that the final outcome of these 
matters is different from the amounts recorded, such differences will impact on the taxation charge made in the Consolidated Statement of 
Comprehensive Income in the period in which such determination is made.  Notes to the Consolidated Financial Statements continued 
36 Armour Group plc Annual Report and Accounts 2012 
3 Financial instruments and risk management  
The principal financial instruments used by the Group from which financial instrument risk arises are as follows: 
• Trade receivables; 
• Cash at bank; 
• Bank overdrafts; 
• Trade and other payables; 
• Fixed and Floating rate loans; and 
• Forward currency contracts. 
The following tables show financial instruments by category: 
 31 August 2012 31 August 2011 
 
Loans and 
receivables 
£000 
Derivative 
financial 
instruments 
£000 
Total 
£000 
Loans and 
receivables  
£000  
Derivative 
financial 
instruments 
£000 
Total 
£000
Assets  
Trade and other receivables  5,710 30 5,740 6,200 – 6,200
Cash and cash equivalents  327 – 327 756 – 756
 6,037 30 6,067 6,956 – 6,956
 
 31 August 2012 31 August 2011 
 
Derivative 
financial 
instruments 
£000
Other
 financial 
liabilities 
£000 
Total 
£000 
Derivative 
financial 
instruments 
£000 
Other
 financial 
liabilities 
£000 
Total 
£000
Liabilities  
Borrowings  – 7,924 7,924 – 7,661 7,661
Trade and other payables  – 6,725 6,725 – 7,225 7,225
 – 14,649 14,649 – 14,886 14,886
Valuation hierarchy 
The adoption of the amendment to IFRS 7 requires enhanced disclosures about fair value measurements of financial instruments through the 
use of a three-level fair value hierarchy that prioritises the valuation techniques used in fair value calculations. 
The levels can be broadly described as follows: 
• Level 1 – use of unadjusted quoted prices in active markets for identical assets or liabilities;  
• Level 2 – use of observable inputs other than quoted prices included within Level 1, such as quoted prices for similar assets or liabilities in 
active markets; and  
• Level 3 – use of inputs not based on observable market data but reflecting management’s own assumptions about pricing the asset 
or liability.   Financial statements
 
  www.armourgroup.uk.com 37 
3 Financial instruments and risk management continued 
The Group’s financial instruments measured at fair value are categorised as follows: 
 
Level 1
£000 
Level 2 
£000 
Level 3
£000
Total
£000
At 31 August 2012  
Assets  
Derivative assets – 30 – 30
Total assets – 30 – 30
Liabilities  
Derivative liabilities –– ––
Total liabilities –– ––
 
 
Level 1
£000 
Level 2 
£000 
Level 3
£000
Total
£000
At 31 August 2011  
Assets  
Derivative assets – – – –
Total assets – – – –
Liabilities  
Derivative liabilities – – – –
Total liabilities – – – –
The Group encounters, through its operations, the following financial risks: 
• Credit risk; 
• Market risk, being; 
 (a) Interest rate risk; 
 (b) Currency risk; 
• Liquidity risk; and 
• Capital management. 
In common with all other businesses, the Group encounters risks that arise from its use of financial instruments. This note describes the 
Group’s objectives, policies and processes for managing those risks and the methods used to measure them. Additional information in respect 
of these risks is included throughout the Consolidated Financial Statements. 
Credit risk 
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. 
The Group is mainly exposed to credit risk from credit sales. It is the Group’s policy, implemented in the operating subsidiary undertakings, to 
assess the credit worthiness of customers prior to opening new accounts. This assessment includes an internal assessment of the acceptable 
risk corroborated where available with an external rating from an acceptable credit rating agency. Purchase limits are established for customers, 
which represent the maximum open amount. Authorisation to allow sales that would cause this limit to be exceeded is required from the 
operating subsidiary undertaking senior management team. If this authorisation is not given, no further sales are made to that customer until 
payment has been received. 
Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. The Group’s main day to day 
banking arrangements are with Lloyds TSB Bank plc. Amounts held by overseas operations with foreign banks are kept to a minimum. 
The Group does not enter into derivatives to manage credit risk, although, in certain cases, may take steps to mitigate such risks if it is 
sufficiently concentrated. 
Quantitative disclosure of the credit risk exposure in relation to trade and other receivables is given in Note 18.  Notes to the Consolidated Financial Statements continued 
38 Armour Group plc Annual Report and Accounts 2012 
3 Financial instruments and risk management continued 
Market risk 
Market risk arises from the Group’s interest bearing, tradable and foreign currency financial instruments. It is the risk that the fair value, or future 
cash flows, of a financial instrument will fluctuate because of changes in the interest rates (interest rate risk) or foreign exchange rates 
(currency risk). 
(a) Interest rate risk 
The Group is exposed to cash flow interest rate risk from its overdraft and loan facilities, which carry interest at variable rates. The Group’s 
policy is to balance exposure to interest rate risk with the cost and flexibility of funding. This policy is managed centrally and subsidiary 
undertakings are generally not permitted to borrow from external sources and not without central approval. 
The requirement for interest rate hedging is reviewed periodically being a mechanism available to manage interest rate risk. These reviews 
acknowledge that interest rate hedges will not necessarily protect the Group from the risk of paying rates in excess of current market rates nor 
eliminate cash flow risk associated with the variability in interest payments. Judgements are therefore exercised in the context of the market and 
the materiality of the potential risk compared to the cost. At 31 August 2012: none (31 August 2011: none) of the Group’s borrowings were 
hedged against interest rate movements. 
Based upon the average of the Group’s net debt during the year, it is estimated that a rise/fall of one percentage point in the principal interest 
rates to which the Group is exposed would decrease/increase profit before taxation by approximately £80,000 (31 August 2011: £72,000). 
(b) Currency risk 
Currency risk arises because the Group has operations located in various parts of the world whose functional currencies are different from that 
of the Group. However, these are not currently considered to be of a size that would warrant use of a hedge against the net investments in 
these overseas operations. 
Currency risk also arises when operating subsidiary undertakings enter into transactions denominated in a currency that is different from their 
functional currency. The principal exposure is through purchases made from suppliers which are denominated in US dollars. 
The Group’s policy is, where possible, to allow operating subsidiary undertakings to settle foreign currency transactions with cash generated in 
the same functional currency from their normal operations. If this is not possible, but cash in the required functional currency exists elsewhere in 
the Group, it will be transferred. Generally, however, purchases in foreign currency exceed receipts. Consequently, the Group will enter into 
forward currency contracts to protect against currency risk. Forward currency contracts typically crystallise on a monthly basis, may account for 
up to half the projected forward monthly exposure and may be taken out up to twelve months forward. Judgement is exercised with respect to 
the appropriate time to enter into forward currency contracts and in the context of the overall funding facilities available to the Group. 
Although the Board accepts that this policy does not protect the Group entirely from currency risk or from incurring an exchange rate in the 
future that is adverse to the then spot rate in operation, it considers that it achieves an appropriate balance against exposure to the risk. 
Financial instruments within individual Group companies that are not denominated in the functional currency of the company concerned at 
31 August 2012 were as follows: 
Net foreign currency monetary Iiabilities 
Functional currency of Group operation  
Euro
£000 
US dollar 
£000  
Other
£000 
Total
£000
At 31 August 2012  
Sterling (31) (1,039) (39) (1,109)
At 31 August 2011  
Sterling  (200) (583) – (783)
The Group’s major non-functional currency exposure is to the US dollar and Euro. It is estimated that the impact of a 10% strengthening of the 
US dollar and Euro would decrease profit before taxation by approximately £119,000 (31 August 2011: £87,000). A 10% weakening of the US 
dollar and Euro would increase profit before taxation by approximately £97,000 (31 August 2011: £71,000). 
It should be noted that the sensitivity indication given above reflects the impact on financial instruments held at the financial reporting date. 
It does not reflect changes in revenue or costs that may result from changing exchange rates. 
Liquidity risk 
Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its debt 
instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. 
The Group finances its operations through a mix of equity and borrowings. The Group’s objective is to provide funding for future growth and 
achieve a balance between continuity and flexibility through its borrowing arrangements. At the year end the Group was able to draw on 
funds based upon the value, within its UK trading subsidiary undertakings, of unpaid sales invoices and stock held. At 31 August 2012, 
the Group had undrawn facilities of £1.3 million (31 August 2011: £0.8 million). Further details of the Group’s facilities, and changes thereto 
over the year, are given in the Finance Director’s Report on page 15 and in Note 21. 
If from time to time, the Group has surplus funds, interest income is earned on a daily basis.  Financial statements
 
  www.armourgroup.uk.com 39 
3 Financial instruments and risk management continued 
Capital management 
The Group manages its capital structure in order to safeguard the going concern of the Group and provide returns for shareholders and 
benefits for other stakeholders. The capital structure of the Group consists of debt, which includes borrowings disclosed in Note 21, cash and 
cash equivalents and equity attributable to equity holders of the Company, comprising issued capital, reserves and retained earnings. 
The Group may maintain or adjust its capital structure by adjusting the amount of dividend paid to shareholders, returning capital 
to shareholders, issuing new shares or selling assets to reduce debt. 
4 Segment information 
The Group operates in the following main business segments: 
Armour Automotive The design, manufacture and supply of products for the in-vehicle communications and entertainment market; 
Armour Home The design, manufacture and supply of products into the Hi-Fi, home theatre, home entertainment and office 
furniture markets; 
Armour Asia The sale of Armour Automotive and Armour Home products into Asian markets and provision of supplier support 
services, including quality control, to the UK businesses; and 
Central operations The provision of Group-wide support services including finance and future product concepts to the other business 
segments within the Group.  
These segments are considered on the basis of different products and services. The accounting policies of the operating segments are the 
same as those described in the accounting policies in Note 1. 
Year ended 31 August 2012 
Armour 
Automotive 
£000 
Armour
Home 
£000 
Armour  
Asia 
 £000 
Central 
operations 
£000 
Total 
£000
Revenue 14,367 18,850 1,158 – 34,375
Underlying (loss)/profit for the period 1,270 (1,210) (177) (1,084) (1,201)
Exceptional items (92) (2,032) – (9,000) (11,124)
(Loss)/profit from operations 1,178 (3,242) (177) (10,084) (12,325)
Balance sheet  
Assets 9,657 11,816 422 9,853 31,748
Liabilities (4,784) (9,595) (350) (141) (14,870)
Net assets 4,873 2,221 72 9,712 16,878
Other  
Additions to non-current assets 349 731 5 1 1,086
Finance expense (142) (250) – (200) (592)
Finance income 1–– 2 3
Taxation credit/(expense) (61) 791 (5) 30 755
Depreciation 80 577 16 3 676
Amortisation and impairment of intangible assets 140 2,134 – 1 2,275
Impairment of goodwill – – – 9,000 9,000
 
Year ended 31 August 2011 
Armour 
Automotive 
£000 
Armour
Home 
£000 
Armour  
Asia 
 £000 
Central 
operations 
£000 
Total 
£000
Revenue 14,35426,8701,087 –42,311
Underlying (loss)/profit for the period 768 (1,059) (275) (1,099) (1,665)
Exceptional items (106) (1,336) – – (1,442)
(Loss)/profit from continuing operations 662 (2,395) (275) (1,099) (3,107)
Balance sheet  
Assets 10,41514,287422 19,15844,282
Liabilities (5,314)(7,952)(384) (1,595)(15,245)
Net assets 5,101 6,335 38 17,563 29,037
Other  
Additions to non-current assets 339 1,086 41 – 1,466
Finance expense (118) (194) – (142) (454)
Finance income 6 6 – 2 14
Taxation credit/(expense) 14 1,122 (66) 8 1,078
Depreciation 1615978 8774
Amortisation and impairment of intangible assets 250 1,297 – 1 1,548
Share-based payments 4 12 – 2 18
  Notes to the Consolidated Financial Statements continued 
40 Armour Group plc Annual Report and Accounts 2012 
4 Segment information continued 
Geographical information 
Revenue by 
location of customers 
Total non-current assets  
by location 
2012
£000
2011 
£000 
2012
£000
2011
£000
United Kingdom 24,336 31,771 16,220 26,316
Sweden 2,008 2,103 4 8
France 1,385 1,328 – –
Denmark 825 768 – –
Hong Kong 66 940 12 23
Other Countries 5,755 5,401 17 20
 34,375 42,311 16,253 26,367
5 Exceptional items 
Over the course of the last two years and in response to the economic environment, the Group has implemented a restructuring programme, 
particularly within the Armour Home division. The restructuring involved redundancies and the closure of various UK operational activities, which 
in turn has necessitated the write-down of various assets held by the subsidiary undertakings. In addition and in accordance with accounting 
standards, the carrying value of goodwill has been written down by £9.0 million (see Note 13). The exceptional costs incurred are shown below:  
 
31 August 
2012
£000
31 August
2011
£000
Redundancy and agency termination costs 251 638
Amounts written-off tangible fixed assets 243 224
Amounts written-off intangible fixed assets 1,424 438
Property exit, relocation and other associated costs 206 142
Impairment of goodwill 9,000 –
Total exceptional items 11,124 1,442
6 Discontinued operations 
In the previous year ended 31 August 2011, in response to customer indicated demand, the Group set-up a Chinese manufacturing facility. 
Due to the subsequent curtailment of demand, continued operation of this facility which required a steady and reliable production volume, was 
no longer viable. Consequently, the facility was closed in May 2011. The costs of setting up and then terminating this now discontinued 
operation, and the associated tax credit, are shown below:  
Result of discontinued operation 
31 August 
2012
£000
31 August
2011
£000
Intra-group revenue – 342
Operating expenses – (959)
Depreciation of tangible fixed assets – (2)
Tax credit – 134
Loss for the year – (485)
 
Loss per share from discontinued operation 
31 August
2012
pence
31 August 
2011
pence
Basic loss per share – (0.6)
Diluted loss per share – (0.6)
The statement of cash flows includes the following amounts relating to discontinued operations: 
 
31 August
2012
£000
31 August 
2011
£000
Operating activities – (390)
Investing activities – (19)
Net cash utilised by discontinued operations – (409)
  Financial statements
 
  www.armourgroup.uk.com 41 
7 Loss from operations 
 
31 August 
2012 
£000 
31 August 
2011
£000
Loss from operations is stated after charging/(crediting): 
Depreciation of property, plant and equipment 676 774
Amortisation and impairment of intangible fixed assets (Note 14)  2,275 1,548
Impairment of goodwill 9,000 –
Profit on disposal of property, plant and equipment and intangible fixed assets (1) (14)
Research and development expenditure  699 611
Operating lease rentals: 
 Hire of plant and machinery  164 201
 Other  958 1,202
(Gain)/loss on financial instruments  (17) 92
Foreign exchange loss/(gain) 54 (87)
 
 
31 August 
2012
£000 
31 August 
2011
£000
Services provided by the Company’s Auditors and its associates: 
Audit services: 
Fees payable to the Company’s Auditors for the audit of the Company and Consolidated Financial Statements  14 15
Fees payable to the Company’s Auditors and its associates for other services: 
Audit of the Company’s subsidiary undertakings pursuant to legislation  48 66
Taxation services  13 14
 75 95
8 Staff and key management 
The aggregate amounts payable to people employed by the Group (including Directors) during the year was as follows: 
 
31 August 
2012 
£000 
31 August 
2011
£000
Wages and salaries  6,500 8,435
Social security costs  778 876
Pension costs  219 289
Share-based payments  – 18
Total employment costs  7,497 9,618
Amount capitalised as development  (437) (490)
Exceptional items (251) (587)
Discontinued operations – (130)
 6,809 8,411
The average number of people employed by the Group was: 
 
31 August 
2012 
31 August 
2011
Armour Automotive 85 98
Armour Home  108 148
Armour Asia 7 8
Central operations  7 9
 207 263
  Notes to the Consolidated Financial Statements continued 
42 Armour Group plc Annual Report and Accounts 2012 
8 Staff and key management continued 
Directors’ remuneration was: 
 
31 August 
2012 
£000 
31 August 
2011
£000
Emoluments 326 310
Amounts paid to third parties for Directors’ services  30 43
Company contributions to money purchase pension schemes  31 31
 387 384
No options were exercised by the Directors and no gains were made in either the current or prior year. Two Directors accrued pension benefits. 
The remuneration of the highest paid Director amounted to £194,000 (31 August 2011: £178,000) and Company contributions to the defined 
contribution pension scheme amounted to £18,000 (31 August 2011: £18,000).  
Further information in regard to the Directors’ remuneration, interests in ordinary shares and interests in share options is included in the 
Remuneration Report on pages 25 to 27. 
Key management remuneration was: 
 
31 August 
2012 
£000
31 August 
2011
£000
Emoluments 655 769
Amounts paid to third parties for Directors’ services  30 43
Contributions to money purchase pension schemes  59 72
Share-based payments  – 7
 744 891
Exceptional items – (115)
 744 776
The amounts shown above for key management comprise amounts in respect of the Directors of Armour Group plc (as shown 
in the Remuneration Report on page 26) and the Managing Directors and Finance Directors of Armour Automotive and Armour Home. 
9 Finance income and expense 
 
31 August 
2012 
£000
31 August 
2011
£000
Finance income 
Interest received on bank deposits  3 14
Finance expense 
Loans and overdrafts  (492) (320)
Bank loan arrangement costs expensed  (100) (134)
 (592) (454)
  Financial statements
 
  www.armourgroup.uk.com 43 
10 Taxation  
 
31 August 
2012 
£000
31 August 
2011
£000
Current taxation (expense)/credit 
UK Corporation Tax on result for the year  – –
Adjustment in respect of prior years  (3) 258
Income taxation of overseas operations  (37) (24)
Total current taxation (expense)/credit (40) 234
 
Deferred taxation credit 
UK operations  779 1,227
Adjustment in respect of prior years  19 (240)
Overseas operations  (3) (9)
Total deferred taxation credit 795 978
Total taxation credit  755 1,212
 
Taxation credit from continuing operations 755 1,078
Taxation credit from discontinued operations – 134
Total taxation credit 755 1,212
The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom 
applied to the result for the year are as follows:  
 
31 August 
2012 
£000
31 August 
2011
£000
Loss for the year (12,159) (2,954)
Total taxation credit (755) (1,212)
Loss before taxation (12,914) (4,166)
 
Loss multiplied by the rate of UK Corporation Tax of 25.16% (2011: 27.16%)  3,249 1,131
Effects of: 
Expenses not deductible for taxation purposes  (2,300) (52)
Taxation credits  110 134
Lower taxation rates on overseas profit and marginal relief  3 6
Differences arising from variation of taxation rates (103) (25)
Carried forward losses not recognised (220) –
Adjustments in respect of prior years  16 18
Total taxation credit 755 1,212
  Notes to the Consolidated Financial Statements continued 
44 Armour Group plc Annual Report and Accounts 2012 
11 (Loss)/earnings per ordinary share 
Basic (loss)/earnings per ordinary share are calculated using the weighted average number of ordinary shares in issue during the financial 
year of 93,627,496 (31 August 2011: 79,850,588). Diluted (loss)/earnings per ordinary share are calculated with reference to 93,627,496 
(31 August 2011: 79,850,588) ordinary shares. The effect of the exercise of options on the weighted average number of ordinary shares in 
issue is nil (31 August 2011: Nil). 
At the Company’s general meeting held on 23 February 2011, the share capital was reorganised which gave rise to the creation of deferred 
shares (Note 24). These deferred shares have restricted and minimal rights whereby holders are not entitled to receive any dividend or other 
distribution. The deferred shares are therefore excluded from the weighted average, and the diluted weighted average, ordinary shares in issue. 
At 31 August 2012, the Armour Employees’ Share Trust held 3,424,000 (31 August 2011: 3,424,000) ordinary shares. The weighted average 
number of ordinary shares held by the Armour Employees’ Share Trust during the year of 3,424,000 (31 August 2011: 3,424,000) is not 
included in either the weighted average, or diluted weighted average, ordinary shares in issue during the financial year. 
Underlying (loss)/earnings per ordinary share are also shown calculated by reference to earnings before exceptional items, discontinued 
operations and share-based payments. The Directors consider that this gives a useful additional indication of underlying performance. It should 
be noted that the term “underlying” is not defined under IFRS and may not therefore be comparable with similarly titled profit measures 
reported by other entities. 
 31 August 2012 31 August 2011 
 £000 
Basic
p 
Diluted
p £000 
Basic
p 
Diluted
p
Loss for the year  (12,159) (13.0) (13.0) (2,954) (3.7) (3.7)
Discontinued operations, net of tax – – – 485 0.6 0.6
Continuing operations (12,159) (13.0) (13.0) (2,469) (3.1) (3.1)
Exceptional items, net of tax 10,694 11.4 11.4 1,045 1.3 1.3
Share-based payments  –– – 18 – –
Underlying loss (1,465) (1.6) (1.6) (1,406) (1.8) (1.8)
12 Dividend 
The Board did not recommended a dividend for the year ended 31 August 2011 and has not recommended a final dividend for the year ended 
31 August 2012. 
13 Goodwill and impairment 
Goodwill acquired in business combinations and carried in the Consolidated Statement of Financial Position is allocated to the cash-generating 
units (“CGUs”) that are expected to benefit from that business combination. The carrying amount of goodwill has been allocated as follows: 
31 August 2012 31 August 2011 
 
Armour
Automotive
£000
Armour
Home
£000
Total
£000
Armour 
Automotive 
£000 
Armour
Home
£000
Total
£000
At the start of the year 2,088 18,996 21,084 2,088 18,996 21,084
Impairment – (9,000) (9,000) – – –
At the end of the year  2,088 9,996 12,084 2,088 18,996 21,084
Goodwill is not amortised but tested annually for impairment, the recoverable amounts of the CGUs being determined from value in use 
calculations. The key assumptions for the value in use calculations are those regarding discount rates, growth rates, expected sales prices and 
costs during the period. Management estimates discount rates that reflect current market assessments of the time value of money and the 
risks specific to the CGUs. The growth rates, selling prices and direct costs are based on past experience and expectations of future changes 
in the market. 
The Group prepares cash flow forecasts derived from the most recent financial budgets approved by management and extrapolates cash 
flows for the following years based upon estimated growth rates. 
The extrapolated cash flows have been prepared for ten years, due to the Group’s business model and the continued investment in new 
products, with an average growth rate of 3% (31 August 2011: 3%). The pre-taxation rate used to discount the cash flows was 10% 
(31 August 2011: 10%). 
The goodwill in relation to the Armour Home division has been written down by £9.0 million. 
  Financial statements
 
  www.armourgroup.uk.com 45 
14 Other intangible assets 
 31 August 2012 31 August 2011 
 
Computer
software 
£000 
Brands 
£000 
Development 
costs 
£000 
Total 
£000 
Computer
software 
£000 
Brands 
£000 
Development
costs 
£000 
Total 
£000
Cost   
At the start of the year  622 500 6,584 7,706 610 500 6,364 7,474
Additions  63 – 857 920 61 – 1,010 1,071
Disposals  (11) – – (11) (49) – (790) (839)
At the end of the year 674 500 7,441 8,615 622 500 6,584 7,706
Amortisation   
At the start of the year  520 48 3,296 3,864 518 24 2,613 3,155
Charge for the year  58 24 769 851 51 24 983 1,058
Impairment charge  – – 1,424 1,424 – – 490 490
Disposals  (10) – – (10) (49) – (790) (839)
At the end of the year 568 72 5,489 6,129 520 48 3,296 3,864
Net book value   
At the end of the year 106 428 1,952 2,486 102 452 3,288 3,842
 
15 Property, plant and equipment 
Leasehold 
improvements 
£000 
Motor 
vehicles 
£000 
Plant and 
equipment  
£000  
Fixtures and 
fittings 
£000 
Total 
£000
Cost  
At 1 September 2011 660 224 3,258 1,254 5,396
Additions  – 17 132 17 166
Disposals  (271) (203) (939) (80) (1,493)
Foreign exchange movement – – (1) 2 1
At 31 August 2012 389382,450 1,1934,070
Depreciation  
At 1 September 2011 297 213 2,521 950 3,981
Charge for the year  226 4 317 129 676
Disposals  (271) (198) (901) (79) (1,449)
Foreign exchange movement – – (1) 1 –
At 31 August 2012 252191,936 1,0013,208
Net book value  
At 1 September 2011 363 11 737 304 1,415
At 31 August 2012 13719514 192862
  Notes to the Consolidated Financial Statements continued 
46 Armour Group plc Annual Report and Accounts 2012 
15 Property, plant and equipment continued 
Leasehold 
improvements 
£000 
Motor 
vehicles 
£000 
Plant and 
equipment  
£000  
Fixtures and 
fittings 
£000 
Total 
£000
Cost  
At 1 September 2010 688 349 3,374 1,193 5,604
Additions  – – 294 101 395
Disposals  (28) (125) (415) (38) (606)
Foreign exchange movement  –– 5 (2) 3
At 31 August 2011 660 224 3,258 1,254 5,396
Depreciation  
At 1 September 2010 255 304 2,366 850 3,775
Charge for the year  70 29 559 118 776
Disposals  (28) (120) (408) (17) (573)
Foreign exchange movement  –– 4 (1) 3
At 31 August 2011 297 213 2,521 950 3,981
Net book value  
At 1 September 2010 433 45 1,008 343 1,829
At 31 August 2011 363 11 737 304 1,415
At 31 August 2012 and 31 August 2011, there were no assets held under finance leases. 
16 Subsidiary undertakings 
The principal subsidiary undertakings of Armour Group plc, all of which have been included in these Consolidated Financial Statements, are 
as follows: 
 Proportion of ownership  
at 31 August 
 
Country of incorporation 
2012
%
2011
%
Armour Automotive Group Limited  Great Britain 100 100
Armour Hong Kong Limited  Hong Kong  100 100
Armour Automotive  
Armour Automotive Limited  Great Britain 100 100
Armour Nordic AB  Sweden  100 100
Armour Nordic AS Norway 100 100
Armour Home  
Armour Home Electronics Limited  Great Britain  100 100
Alphason Designs Limited  Great Britain  100 100
Note 4 on pages 39 and 40, describes the nature of the businesses contained within each business segment. 
17 Inventories 
 
31 August 
2012
£000 
31 August 
2011
£000
Raw materials and consumables  1,196 1,102
Finished goods and goods for resale  7,333 8,865
Total inventories  8,529 9,967
  Financial statements
 
  www.armourgroup.uk.com 47 
18 Trade and other receivables 
 
31 August 
2012 
£000
31 August
2011
£000
Trade receivables  5,838 6,502
Less: Provision for impairment of trade receivables  (227) (382)
Net trade receivables  5,611 6,120
Other receivables  99 80
Prepayments  899 992
Derivative financial instruments  30 –
Total trade and other receivables  6,639 7,192
There is no material difference between the net book amount and the fair value of current trade and other receivables due to their 
short-term nature. 
There is no particular concentration of credit risk to the Group’s trade receivables as the Group has a large number of customers. The provision 
for impairment is analysed as follows: 
 
31 August 
2012 
£000
31 August
2011
£000
At 1 September  (382) (292)
Consolidated Statement of Comprehensive Income charge  (186) (234)
Written off as uncollectable  341 144
At 31 August  (227) (382)
The creation and release of provision for impaired receivables has been included in the Consolidated Statement of Comprehensive Income 
under other expenses. 
Trade and other receivables that have not been received within the payment terms agreed are classified as overdue. The ageing of overdue 
amounts at 31 August is as follows: 
31 August 2012 31 August 2011 
Impaired 
£000
Not impaired  
£000 
Impaired 
£000
Not impaired
£000
Past due 0 – 3 months  6 786 60 675
Past due 4 – 6 months  56 155 97 120
Past due 7 – 12 months  37 22 45 41
Past due over 12 months  128 – 180 –
 227 963 382 836
19 Cash and cash equivalents 
 
31 August 
2012 
£000
31 August
2011
£000
Cash at bank and in hand, being cash and cash equivalents in the Consolidated Statement of Financial Position  327 756
Less: Overdrafts (Note 21) (9) –
Cash, cash equivalents and bank overdrafts in the Consolidated Statement of Cash Flows  318 756
20 Trade and other payables – current 
 
 
31 August 
2012 
£000
31 August
2011
£000
Trade payables  3,352 3,567
Other taxation and social security  583 805
Other payables  1,039 974
Accruals  1,751 1,879
Total trade and other payables  6,725 7,225
There is no material difference between the net book amount and fair value of trade and other payables due to their short-term nature.  Notes to the Consolidated Financial Statements continued 
48 Armour Group plc Annual Report and Accounts 2012 
21 Borrowings 
31 August 2012 31 August 2011 
Fair value 
£000
Carrying 
amount  
£000 
Fair value 
£000
Carrying 
amount
£000
Non-current:  
Secured bank term loan – – – –
Current:  
Secured bank term loans – – – –
Other secured loans 7,915 7,915 7,661 7,661
Secured overdraft (Note 19) 99 ––
 7,924 7,924 7,661 7,661
Total borrowings  7,924 7,924 7,661 7,661
The Group has a three year asset-based lending agreement with GE Commercial Finance Limited, under which the Group’s subsidiary 
undertakings can borrow funds based on the value of unpaid sales invoices (capped at £10 million) and stock held (capped at £6 million). 
Amounts borrowed are secured by way of a cross guarantee and debenture over the assets of the Group companies based in the UK. At 31 
August 2012, the amount borrowed under this arrangement was £6.05 million (31 August 2011: £6.46 million). Amounts borrowed are subject 
to a floating rate of interest being three month LIBOR plus margin. At 31 August 2012 the interest rate applicable to the amount borrowed was 
3.0% (31 August 2011: 2.9%).  
In addition, the Group had a loan facility from Hawk Investment Holdings Limited, which at 31 August 2011 was for £1.2 million. In May 2012 
the Group entered into an additional £0.8 million loan from Hawk Investment Holdings Limited. In July 2012 the Group repaid these loans and 
entered into a new loan with Hawk Investment Holdings Limited for £2.0 million which remained at 31 August 2012. This new loan is for a 
period of 364 days, carries interest at 1% per month and can be repaid at any time at the request of the Company with no early redemption 
cost. The loan is secured by a debenture that ranks behind that held by GE Commercial Finance Limited. 
The maturity of non-current borrowing is as follows: 
 
31 August 
2012
£000
31 August
2011
£000
Between one and two years  – –
Between two and five years  – –
 – –
Although the current agreement with GE Commercial Finance Limited is for a period of three years ending December 2013, each amount 
borrowed under the asset based lending arrangement is considered repayable within one year and will be replaced with new borrowings on an 
on-going basis.  
22 Provisions 
Restructuring 
£000 
Dilapidations 
£000
Total
£000
At 1 September 2010 29 103 132
Amounts utilised (29) (103) (132)
Charged in the period 328 – 328
At 1 September 2011 328 – 328
Amounts utilised ( (328) – (328)
Charged in the period 221 – 221
At 31 August 2012 221 – 221
The provisions have been analysed between current and non-current as follows: 
 
31 August 
2012 
£000
31 August
2011
£000
Current  221 328
Non-current  – –
 221 328
At 1 September 2011, the restructuring provision of £0.3 million related to the costs of the reorganisation within the Group during the year that 
had yet to be settled at the balance sheet date. During the current year further restructuring was undertaken including the exit from certain 
leasehold premises. The provision at 31 August 2012 of £0.2 million relates to onerous rental costs and termination payments relating to 
these leases.  Financial statements
 
  www.armourgroup.uk.com 49 
23 Deferred taxation 
Deferred taxation is calculated in full on temporary differences under the liability method using the taxation rate of 23% (2011: 25%). 
The movement on the deferred taxation account is shown below: 
 
31 August 
2012
£000
31 August
2011
£000
At 1 September  26 (946)
Exchange – (6)
Discontinued operations – 76
Consolidated Statement of Comprehensive Income credit 795 902
At 31 August  821 26
Deferred taxation assets have been recognised in respect of taxation losses and other temporary differences giving rise to deferred taxation 
assets where the Directors believe that it is probable that these assets will be recovered. The deferred taxation asset has been recognised 
based on forecast revenues and the restructuring undertaken over the last two years. 
 31 August 2012 31 August 2011 
 
Asset/ 
(liability)  
£000 
Exchange
£000
Discontinued
operations
£000
(Charge)/
credit to 
income 
£000
Asset/
(liability) 
£000
Exchange 
£000 
Discontinued
operations
£000
(Charge)/credit 
to income
£000
Accelerated capital allowances  23 – – 451 (428) – – 364
Short-term temporary differences  91 – – 63 28 (8) – 237
Taxation losses  707 – – 281 426 2 76 301
 821 – – 795 26 (6) 76 902
24 Share capital 
 
Nominal value  Number 
 
Ordinary shares 
of 1p each
£000
Deferred shares 
of 9p each
£000
Total
£000
Ordinary shares  
of 1p each 
‘000 
Deferred shares 
of 9p each
‘000
Total
‘000
Authorised  
At 1 September 2011 and 31 August 2012 8,837 6,163 15,000 883,679 68,480 952,159
  
Allotted, called up and fully paid:  
At 1 September 2011 and 31 August 2012 971 6,163 7,134 97,051 68,480 165,531
At a general meeting held in the previous reporting year (23 February 2011) the share capital of the Company was reorganised. Each of the 
68,480,067 then existing 10p ordinary shares in issue was sub-divided into one new ordinary share of 1p each and one deferred share of 9p 
each. Each authorised but unissued ordinary share was sub-divided into 10 new ordinary shares of 1p each. On the same date, the Company 
issued 28,571,429 new ordinary shares of 1p each by way of a placing at 7p per share. The number of 1p ordinary shares in issue was 
therefore 97,051,496 and the number of 9p deferred shares was 68,480,067. There have been no movements to share capital during the 
current year. 
No new share certificates were issued in respect to the ordinary shares of 1p each, the existing certificates continuing to be valid and accepted 
as evidence of title. The holders of ordinary shares of 1p each are entitled to receive dividends as declared from time to time and are entitled to 
one vote per share at meetings of the Company. All the ordinary shares of 1p each rank equally with regard to the Company’s residual assets. 
The deferred shares of 9p each have restricted and minimal rights, whereby: 
• Holders are not entitled to receive any dividend, or other distribution or to receive notice or speak or vote at general meetings of the 
Company; 
• On a return of assets on a winding up, holders are only entitled to amounts paid up on such shares after the repayment of £10 million per 
ordinary share; 
• The deferred shares are not freely transferable; 
• The creation and issue of further shares which rank equally or in priority to the deferred shares or the passing of a resolution of the Company 
to cancel the deferred shares or to effect a reduction of the capital shall not constitute a modification or abrogation of their rights; 
• The Company has the right at any time to purchase all of the deferred shares for an aggregate consideration of £1.00; 
• No application has or will be made for the deferred shares to be admitted to trading on AIM or any other stock exchange; and 
• No share certificates have or will be issued for any of the deferred shares.  Notes to the Consolidated Financial Statements continued 
50 Armour Group plc Annual Report and Accounts 2012 
25 Reserves 
The nature of the reserves shown in the Consolidated Statement of Financial Position and Consolidated Statement of Changes in 
Shareholders’ Equity is as follows: 
Share premium  Amount subscribed for share capital in excess of nominal value. 
Other reserves  The premium on shares issued as consideration shares for acquisitions, being the difference between the nominal 
value and fair value of these shares. In accordance with Sections 612 and 615 of the Companies Act 2006, the 
acquiring company has taken no account of this premium and the cost of investment includes only the nominal 
value of the consideration shares. On consolidation, the premium has been credited to this reserve. 
Retained earnings  Cumulative net gains and losses recognised in the Consolidated Statement of Comprehensive Income. 
Translation reserve  Gains and losses arising on retranslating the net assets of overseas operations into sterling. 
Share trust reserve  Cost of Company’s shares held by the Armour Employees’ Share Trust. 
26 Share-based payments 
During the year, the Company and Group operated three equity-settled share-based schemes being the: 
• 1999 Unapproved Executive Share Option Scheme; 
• 1999 Approved Executive Share Option Scheme; and 
• Enterprise Management Incentive Share Option Plan. 
Options granted under the 1999 Unapproved Executive Share Option Scheme, 1999 Approved Executive Share Option Scheme and 
Enterprise Management Incentive Share Option Plan are subject to performance criteria relating to the growth in earnings per ordinary share 
or growth in the average ordinary share price. These criteria were approved by the shareholders at the Annual General Meeting held on 
3 December 2002. In addition, the options lapse if the employee leaves within the service period required following the date of grant. 
At the Company’s last Annual General Meeting held on 31 January 2012, the Armour 2012 Company Share Option Plan for approved and 
unapproved options (the “Option Plan”) was approved and established subject to subsequent approval by HMRC in regard to the grant of 
approved options. The Directors were authorised to make such amendments to the Option Plan as required by HMRC to obtain approval. 
The Option Plan has been approved by HMRC and formally adopted by the Company.  
No options were granted or exercised during either the current or prior year. 
Weighted 
average 
exercise price 
p 
2012
Number  
2012 
Weighted 
average 
exercise price
p 
2011
Number
2011
Outstanding at the start of the year  28.3 5,545,000 28.3 5,845,000
Lapsed during the year  31.0 1,550,000 28.7 300,000
Outstanding at the year end  27.3 3,995,000 28.3 5,545,000
The exercise price of options outstanding at the end of the year ranged between 17.5p and 56.5p (31 August 2011: 17.5p – 56.5p) and the 
weighted average contractual life was 2.5 years (31 August 2011: 3.7 years). 
Of the total number of options outstanding at the end of the year, 3,995,000 (31 August 2011: 5,545,000) had vested and were exercisable. 
The Group did not recognise an expense (31 August 2011: £18,000) in respect of equity-settled share-based payments in the year.  Financial statements
 
  www.armourgroup.uk.com 51 
26 Share-based payments continued 
At 31 August 2012, the following options were outstanding in respect of the ordinary shares: 
1999 Unapproved Executive Share Option Scheme 
Date of grant Number
Exercise 
price (p) Exercise period
24 July 2003  550,000 34.5 24 July 2004 – 23 July 2013
14 November 2005  475,000 56.5 14 November 2008 –13 November 2015
12 December 2006  100,000 45.5 12 December 2009 –11 December 2016
4 July 2008  20,000 21.0 4 July 2011 – 3 July 2018
 1,145,000
1999 Approved Executive Share Option Scheme 
Date of grant Number 
Exercise 
price (p) Exercise period
12 December 2006  60,000 45.5 12 December 2009 –11 December 2016
 60,000
Enterprise Management Incentive Share Option Plan 
Date of grant Number 
Exercise 
price (p) Exercise period
21 January 2003  1,500,000 20.0 21 January 2004 – 20 January 2013
24 July 2003  175,000 34.5 24 July 2004 – 23 July 2013
4 July 2008  1,115,000 17.5 4 July 2011 – 3 July 2018
 2,790,000
27 Related party transactions 
Transactions between the Company and its subsidiary undertakings, which are related parties of the Company, have been eliminated on 
consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below. 
Amounts owed by and to related parties are included in trade receivables, trade payables respectively or borrowings as appropriate. 
On 15 May 2012, the Company entered a £800,000 loan agreement with Hawk Investment Holdings Limited, a company in which Bob Morton 
has a beneficial interest. This loan was in addition to the £1.2 million loan made available by Hawk Investment Holdings Limited in the previous 
year. On 23 July 2012, both the initial £1.2 million loan and the secondary £800,000 loan were repaid using bridging finance made available by 
Southwind Limited, a company which has no interest in the share capital of Armour Group plc but is considered to be a related party to Bob 
Morton. On 25 July 2012, the Company entered a new £2.0 million loan agreement with Hawk Investment Holdings Limited and the bridging 
finance was repaid. The purpose of these loans was to assist with working capital requirements during a period of restructuring pursuant to the 
economic environment. The new £2.0 million loan is for a period of up to 364 days, carries interest of 1% per month and can be repaid at any 
time at the request of the Company with no early redemption cost. The loan is secured by a debenture, which ranks behind the security in 
respect of the other borrowing facilities provided by GE Commercial Finance Limited. Hawk Investment Holdings Limited has the right to 
convert the new loan into ordinary shares in the event that the Company issues equity in a future fundraise. Any conversion would be subject to 
consent of the Takeover Panel and approval by shareholders independent of Hawk Investment Holdings Limited, to waive the obligation on 
Hawk Investment Holdings Limited and associated parties to make a general offer for the Company pursuant to Rule 9 of the Takeover Code 
which might otherwise arise on such conversion. Subject to the above, Hawk Investment Holdings Limited will have the right to convert the 
capital and accrued interest of the loan into equity at the lower of the issue price of any equity at the time of a fundraise or average mid-market 
closing price of such ordinary shares over the five business days preceding such fundraise.  
 
Interest 
Charge 
 Amounts owed by  
related parties 
 Amounts owed to  
related parties 
 
2012
£000
2011
£000
2012
£000
2011 
£000 
 2012
£000
2011
£000
Bridging loan 2 – – –  – –
Short-term loan  170 12 – –  2,000 1,200
28 Leases 
Total commitments under operating leases with expiry dates are as follows: 
31 August 2012 31 August 2011 
Land and 
buildings 
£000
Other  
£000 
Land and 
buildings 
£000
Other
£000
Within one year  584 110 865 178
Two to five years inclusive  1,801 203 2,319 257
Over five years  1,698 1 2,591 –
 4,083 314 5,775 435 Notes to the Consolidated Financial Statements continued 
52 Armour Group plc Annual Report and Accounts 2012 
29 Net cash flow from operations 
 
31 August 
2012 
£000
31 August
2011
£000
Loss for the year (12,159) (2,954)
Depreciation of property, plant and equipment  676 776
Amortisation of intangible assets  851 1,058
Impairment of intangible assets 1,424 490
Impairment of goodwill 9,000 –
Share-based payments  – 18
Finance income (3) (14)
Finance expense 592 454
Income tax credit (755) (1,212)
EBITDA* (374) (1,384)
Gain on sale of property, plant and equipment and intangible fixed assets (1) (14)
Decrease in inventories  1,438 686
Decrease in trade and other receivables  553 2,331
Decrease in trade, other payables and provisions  (608) (2,927)
 1,382 76
Cash generated from/(utilised in) operations  1,008 (1,308)
*EBITDA is defined as the (loss)/profit before interest, taxation, depreciation, amortisation and share-based payments. 
30 Reconciliation of net cash flow to movement in net debt 
Net debt incorporates the Group’s borrowings and bank overdrafts, less cash and cash equivalents. A reconciliation of the movement in the 
net debt from the beginning to the end of the year is shown below: 
 
31 August 
2012 
£000
31 August
2011
£000
Net (decrease)/increase in cash and cash equivalents and bank overdrafts (437) 4,953
New loans (2,800) (11,870)
Repayment of loans 2,646 5,473
Other non-cash movements  (101) 235
Increase in net debt  (692) (1,209)
Opening net debt  (6,905) (5,696)
Closing net debt  (7,597) (6,905)
31 Guarantees, contingent liabilities and capital commitments 
The Company and its UK trading subsidiary undertakings have cross guarantees in regard to the amounts drawn under the Group’s funding 
facilities. At 31 August 2012, the Group’s subsidiary undertakings had no contingent liabilities in regard to outstanding documentary credits 
(31 August 2011: none). 
The Group’s UK trading subsidiaries have duty deferment arrangements with HMRC. Amounts outstanding are backed by assurance bonds 
and the Company and its UK subsidiaries have indemnified the issuer. At 31 August 2012, the amount outstanding was £133,000 (31 August 
2011: £186,000).  
The Group had no capital commitments at 31 August 2012 and 31 August 2011. 
  Financial statements
Company balance sheet 
Registered Number 803572 
At 31 August 2012 
  www.armourgroup.uk.com 53 
Note 
31 August 
2012 
£000
31 August
2011
£000
Fixed assets  
Investment in subsidiary undertakings  4  – –
Tangible assets  5  3 6
Total fixed assets   3 6
Current assets  
Amounts owed by subsidiary undertakings   21,046 22,644
Prepayments   36 23
Deferred taxation  6  16 16
Cash and cash equivalents   154 315
  21,252 22,998
Creditors: Amounts falling due within one year  
Bank overdrafts and borrowings   (2,000) (1,200)
Amounts owed to subsidiary undertakings   (63) (63)
Other taxes and social security   (39) (54)
Other creditors and accruals   (412) (408)
  (2,514) (1,725)
Net current assets   18,738 21,273
Net assets   18,741 21,279
 
Capital and reserves  
Share capital  7  7,134 7,134
Share premium account  8  10,084 10,084
Profit and loss account  8  2,095 4,633
Share trust reserve  8  (572) (572)
Shareholders’ funds   18,741 21,279
These financial statements were approved by the Board and authorised for issue on 18 December 2012. 
 
 
 
 
George Dexter  John Harris 
Director  Director 
The Notes on pages 54 to 56 form part of these Company Financial Statements.  Notes to the Company Financial Statements 
54 Armour Group plc Annual Report and Accounts 2012 
1 Basis of preparation 
The Company Financial Statements have been prepared on the basis of accounting policies set out in Note 2 below using applicable 
accounting standards generally accepted in the United Kingdom (UK GAAP). As permitted by Section 408 of the Companies Act 2006, the 
profit and loss account is not presented. The loss for the year amounted to £2,538,000 (31 August 2011: Profit £236,000). Details of the 
Auditors’ remuneration payable by the Company are disclosed in Note 7 to the Consolidated Financial Statements on page 41. 
2 Principal accounting policies 
The principal accounting policies set out below have been consistently applied to all the periods presented. 
Foreign currencies 
Foreign currency transactions are translated using the exchange rate at the date of transaction. Foreign exchange gains and losses arising from 
the settlement of transactions and from the translation at the year end exchange rates of monetary assets and liabilities are recognised in the 
profit and loss account. 
Investments in subsidiary undertakings 
Investments in subsidiary undertakings are included at cost less provision for impairment in value. 
Deferred taxation 
Deferred taxation is provided on the incremental liability approach in respect of timing differences giving rise to an asset or liability. Deferred 
taxation assets are recognised to the extent that it is regarded as more likely than not that they will be recovered. Deferred taxation assets and 
liabilities are not discounted. 
Share-based payments 
The Company operates equity-settled share-based option plans. The fair value of the employee services received in exchange for the 
participation in the plan is recognised as an expense in the profit and loss account. In accordance with UITF 44: Group and Treasury 
Transactions, the Company has accounted for options granted to the employees of subsidiary undertakings as capital contributions, which 
have been recharged to the intermediate company holding the investment. The corresponding credit has been recognised in the profit and loss 
account reserve. 
The fair value of the employee service is based on the fair value of the equity instrument granted. This expense is spread over the vesting period 
of the instrument. The corresponding entry is credited to equity. The liability for social security costs arising in relation to the awards is measured 
at each reporting date based upon the share price at the reporting date and the elapsed portion of the relevant vesting periods to the extent 
that it is considered that a liability will arise. 
Dividends 
Dividend distributions to the Company’s shareholders are recognised in the period when paid or, if earlier, in which the dividend is approved by 
the Company’s shareholders. 
3 Staff costs 
The aggregate payroll costs (including those of Directors) during the year was as follows: 
 
31 August 
2012
£000
31 August
2011
£000
Wages and salaries  579 663
Social security costs  73 76
Pension costs  42 46
Share-based payments  – 3
 694 788
4 Investment in subsidiary undertakings 
 
31 August 
2012
£000
31 August
2011
£000
Cost 
At start and end of the year  1,743 1,743
Provisions 
At start and end of the year (1,743) (1,743)
Net book value 
At start and end of the year  – – Financial statements
 
  www.armourgroup.uk.com 55 
5 Fixed assets 
The Company’s tangible fixed assets comprise computer equipment, plant and fixtures and fittings. 
Depreciation is charged over each asset’s expected useful life on a straight-line basis. The annual depreciation rates used are: 
• Computer equipment  20% – 33% 
• Plant and fixtures and fittings  10% – 20% 
£000
Cost 
At 1 September 2011 83
Additions 1
At 31 August 2012 84
Depreciation 
At 1 September 2011 77
Charge for the year 4
At 31 August 2012 81
Net book value 
At 1 September 2011 6
At 31 August 2012 3
6 Deferred taxation 
 
31 August 
2012 
£000
31 August
2011
£000
Accelerated capital allowances  6 6
Short-term timing differences  10 10
 16 16
At 1 September  16 14
Movement in the year  – 2
At 31 August  16 16
7 Share capital 
 
Nominal value  Number 
 
Ordinary shares 
of 1p each
£000
Deferred shares 
of 9p each
£000
Total
£000
Ordinary shares  
of 1p each 
‘000 
Deferred shares 
of 9p each
‘000
Total
‘000
Authorised  
At 1 September 2011 and 31 August 2012 8,837 6,163 15,000 883,679 68,480 952,159
  
Allotted, called up and fully paid:  
At 1 September 2011 and 31 August 2012 971 6,163 7,134 97,051 68,480 165,531
At a general meeting held in the previous reporting year (23 February 2011) the share capital of the Company was reorganised. Each of the 
68,480,067 then existing 10p ordinary shares in issue was sub-divided into one new ordinary share of 1p each and one deferred share of 9p 
each. Each authorised but unissued ordinary share was sub-divided into 10 new ordinary shares of 1p each. On the same date, the Company 
issued 28,571,429 new ordinary shares of 1p each by way of a placing at 7p per share. The number of 1p ordinary shares in issue was therefore 
97,051,496 and the number of 9p deferred shares was 68,480,067. There have been no movements to share capital during the current year. 
No new share certificates were issued in respect to the ordinary shares of 1p each, the existing certificates continuing to be valid and accepted 
as evidence of title. The holders of ordinary shares of 1p each are entitled to receive dividends as declared from time to time and are entitled to 
one vote per share at meetings of the Company. All the ordinary shares of 1p each rank equally with regard to the Company’s residual assets. 
The deferred shares of 9p each have restricted and minimal rights, whereby: 
• Holders are not entitled to receive any dividend, or other distribution or to receive notice or speak or vote at general meetings of the Company; 
• On a return of assets on a winding up, holders are only entitled to amounts paid up on such shares after the repayment of £10 million per 
ordinary share; 
• The deferred shares are not freely transferable; 
• The creation and issue of further shares which rank equally or in priority to the deferred shares or the passing of a resolution of the Company 
to cancel the deferred shares or to effect a reduction of the capital shall not constitute a modification or abrogation of their rights; 
• The Company has the right at any time to purchase all of the deferred shares for an aggregate consideration of £1.00; 
• No application has or will be made for the deferred shares to be admitted to trading on AIM or any other stock exchange; and 
• No share certificates have or will be issued for any of the deferred shares. 
Details of outstanding share options are given in Note 26 of the Consolidated Financial Statements on pages 50 and 51.  Notes to the Company Financial Statements continued 
56 Armour Group plc Annual Report and Accounts 2012 
8 Reserves 
Share 
premium 
£000
Profit and loss 
account  
£000 
Share trust 
reserve 
£000
Total
£000
At 1 September 2010 8,513 4,379 (572) 12,320
Issue of equity 1,571 – – 1,571
Profit for the year – 236 – 236
Share-based payments – 18 – 18
At 31 August 2011 10,084 4,633 (572) 14,145
Loss for the year – (2,538) – (2,538)
At 31 August 2012 10,084 2,095 (572) 11,607
The Company’s reconciliation of movements in shareholders’ funds is shown below: 
 
31 August 
2012 
£000
31 August
2011
£000
Opening shareholders’ funds  21,279 19,168
(Loss)/profit for the year  (2,538) 236
Issue of equity – 1,857
Share-based payments  – 18
Net movement in shareholders’ funds  (2,538) 2,111
Closing shareholders’ funds  18,741 21,279
9 Share-based payments 
Share-based payment arrangements for the executive Directors are set out in the Remuneration Report on pages 25 to 27. No new 
share-based payment arrangements were put in place for the Directors in either the current or prior year. 
Details of the share options in existence are shown in Note 26 of the Consolidated Financial Statements. 
10 Related party transactions 
On 15 May 2012, the Company entered a £800,000 loan agreement with Hawk Investment Holdings Limited, a company in which Bob Morton 
has a beneficial interest. This loan was in addition to the £1.2 million loan made available by Hawk Investment Holdings Limited in the previous 
year. On 23 July 2012, both the initial £1.2 million loan and the secondary £800,000 loan were repaid using bridging finance made available by 
Southwind Limited, a company which has no interest in the share capital of Armour Group plc but is considered to be a related party to Bob 
Morton. On 25 July 2012, the Company entered a new £2.0 million loan agreement with Hawk Investment Holdings Limited and the bridging 
finance was repaid. The purpose of these loans was to assist with working capital requirements during a period of restructuring pursuant to the 
economic environment. The new £2.0 million loan is for a period of up to 364 days, carries interest of 1% per month and can be repaid at any 
time at the request of the Company with no early redemption cost. The loan is secured by a debenture, which ranks behind the security in 
respect of the other borrowing facilities provided by GE Commercial Finance Limited. Hawk Investment Holdings Limited has the right to 
convert the new loan into ordinary shares in the event that the Company issues equity in a future fundraise. Any conversion would be subject to 
consent of the Takeover Panel and approval by shareholders independent of Hawk Investment Holdings Limited, to waive the obligation on 
Hawk Investment Holdings Limited and associated parties to make a general offer for the Company pursuant to Rule 9 of the Takeover Code 
which might otherwise arise on such conversion. Subject to the above, Hawk Investment Holdings Limited will have the right to convert the 
capital and accrued interest of the loan into equity at the lower of the issue price of any equity at the time of a fundraise or average mid-market 
closing price of such ordinary shares over the five business days preceding such fundraise.  
Details of transactions between the Company and its subsidiary undertakings, which are related parties of the Company and the related party 
loan, are shown below: 
 
(Interest charge)/  
management fees 
 Amounts owed by  
related parties 
 Amounts owed to  
related parties 
 
2012
£000
2011 
£000
2012
£000
2011 
£000 
 2012 
£000 
2011
£000
Bridging loan (2) – – –  – –
Short-term loan (170) (12) – –  2,000 1,200
Subsidiary undertakings 1,135 1,095 21,046 22,644  63 63
11 Guarantees, contingent liabilities and capital commitments 
The Company has guaranteed certain borrowings and credit facilities of its subsidiary undertakings. At 31 August 2012, the Company had 
contingent liabilities under these guarantees of £6.2 million (31 August 2011: £6.9 million). 
At 31 August 2012 and 31 August 2011, the Company had no capital commitments. 
  Annual General Meeting
Notice of Annual General Meeting 
  www.armourgroup.uk.com 57 
Notice is hereby given that the Annual General Meeting of Armour Group plc will be held at the offices Arnold & Porter (UK) LLP, Tower 42, 
25 Old Broad Street, London EC2N 1HQ on Friday 22 February 2013 at 12.00 noon for the following purposes: 
Ordinary Business 
1.  To receive and consider the Annual Report and audited financial statements for the year ended 31 August 2012, the Directors’ Report and 
the Auditors’ Report on those financial statements. 
2.  To reappoint BDO LLP as Auditors to hold office from the conclusion of this Meeting until the conclusion of the next general meeting of the 
Company at which financial statements are laid and to authorise the Directors to determine their remuneration. 
3.  That, in accordance with Section 551 of the Companies Act 2006 (“Act”) and in substitution for all previous authorities conferred on the 
Directors, the Directors be generally and unconditionally authorised to allot ordinary shares in the Company up to an aggregate nominal 
amount of £600,000 provided that this authority shall, unless renewed, varied or revoked by the Company, expire on 21 February 2018 
save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted and 
the Directors may allot shares in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution 
has expired.  
Special Business 
4. To consider the following resolution, which will be proposed as a Special Resolution: 
 That in substitution for all existing authorities, the Directors be and are hereby empowered pursuant to Section 570 of the Act to allot equity 
securities (within the meaning of Section 560 of the Act) wholly for cash pursuant to the authority conferred by Resolution 3 above, as if 
Section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities: 
(a) In connection with an offer of such securities by way of rights issue or other offering in favour of the holders of ordinary shares in 
proportion (as nearly as may be practicable) to their holdings of such shares, but subject to such exclusions or other arrangements as 
the Directors may deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of 
any territory, or the requirements of any regulatory body or stock exchange; and 
(b)  Otherwise than pursuant to paragraph (a) above up to an aggregate nominal amount of £200,000 representing 20.61% of the issued 
ordinary share capital of the Company 
 and shall expire 15 months after the date of the passing of this Resolution or at the conclusion of the next Annual General Meeting of the 
Company following the passing of this Resolution, whichever first occurs, save that the Company may, before such expiry make an offer or 
agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in 
pursuance of any such offer or agreement notwithstanding that the power conferred by this Resolution has expired. 
5. To consider the following resolution, which will be proposed as a Special Resolution: 
 That: 
(a)  In accordance with Article 52 of its Articles of Association and Chapter IV of the Act and subject to paragraph (b) of this Resolution, the 
Company be and hereby is granted general and unconditional authority (pursuant to Section 701 of the Act) to make market purchases 
(as defined in Section 693(4) of the Act) of its own ordinary shares on such terms and in such manner as the Directors may from time to 
time determine; and 
(b)  The authority conferred by paragraph (a) of this Resolution shall: 
(i)  Expire on the date of the next Annual General Meeting of the Company; 
(ii)  Be limited to the purchase of a maximum 14,557,724 ordinary shares representing 15% of the issued ordinary share capital 
of the Company;  
(iii) Not permit the payment per ordinary share of more than 5% above the average market value for an ordinary share for the five 
business days immediately preceding the day on which any purchase by the Company of ordinary shares is made or less than 1p 
exclusive of any applicable Corporation Tax payable by the Company;  
(iv) Before expiry entitle the Company to enter into any contract for the purchase of ordinary shares which might be executed and 
completed wholly or partly after its expiry; and 
(v) Only be capable of variation, revocation or renewal by the Company in general meeting. 
By order of the Board 
 
 
 
 
John Harris  
Company Secretary  
18 December 2012   
58 Armour Group plc Annual Report and Accounts 2012 
Notes 
1. A shareholder entitled to attend and vote at the Meeting is also entitled to appoint one or more proxies to attend and, on a poll, vote instead 
of him/her. The proxy need not be a shareholder of the Company. 
2. To be effective, the instrument appointing a proxy and any authority under which it is executed (or a notarially certified copy of such 
authority) must be deposited at the offices of Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, not less 
than two days before the time for holding the Meeting. Completion and return of the Form of Proxy will not preclude shareholders from 
attending and voting in person at the Meeting. 
3. A corporation’s Form of Proxy must be executed pursuant to the terms of Section 44 of the Companies Act 2006 or under the hand of a 
duly authorised officer or attorney. Any corporation which is a member of the Company may authorise a person (who need not be a 
member of the Company) to act as its representative to attend, speak and vote (on a show of hands or a poll) on its behalf. A corporate 
representative may exercise on behalf of a member corporation all of its powers as a member provided that they do not do so in relation to 
the same shares. 
4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the time by which a person must be entered on the Register of 
Members in order to have the right to attend and vote at the Meeting is close of business on 20 February 2013 or, if the Meeting is 
adjourned, such time being not more than 48 hours prior to the time fixed for the adjourned meeting. Changes to entries on the Register of 
Members after that time will be disregarded in determining the right of any person to attend or vote at the Meeting. 
5. The register of interests of the Directors and their families in the issued share capital of the Company and copies of all Directors’ service 
contracts will be available for inspection at the registered office of the Company during usual business hours (Saturdays, Sundays and 
public holidays excepted) from the date of this Notice until the conclusion of the Meeting. 
6. As at 5.00 pm on the date immediately prior to the date of posting of this Notice, the Company’s issued share capital comprised of: 
(i) 97,051,496 ordinary shares of 1p each and each ordinary share carries the right to one vote at a general meeting of the Company; and 
(ii) 68,480,067 deferred shares of 9p each the holders of which are not entitled to receive notice or speak or vote at a general meeting of 
the Company. 
7. The notes to the Form of Proxy include instructions on how to appoint a proxy using the CREST proxy appointment service. You may not 
use any electronic address provided either in this Notice of Annual General Meeting or in any related documents (including the Form of 
Proxy) to communicate with the Company for any purposes other than those expressly stated.   Form of Proxy 
 
I/We _____________________________________________________________________________________________________________  
(NAME IN FULL) 
of _______________________________________________________________________________________________________________  
being (a) shareholder/(s) of Armour Group plc hereby appoint the Chairman of the Meeting (Note 6 - delete as appropriate) 
 _________________________________________________________________________________________________________________  
as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at the offices of Arnold & 
Porter (UK) LLP, Tower 42, 25 Old Broad Street, London EC2N 1HQ on Friday 22 February 2013 at 12.00 noon and any adjournment thereof. 
Please indicate with an “X” in the space below how you wish your vote to be cast. In the absence of any specific direction, and on any other 
resolution or motion put to the Meeting, the proxy will, on a poll, vote or abstain as the proxy thinks fit. A vote to abstain will not be counted as 
either for or against a resolution. 
Ordinary Business  For Abstain Against Discretion 
1 To receive the Annual Report and audited financial statements for the year ended 
31 August 2012. 
    
2 To reappoint BDO LLP as Auditors and authorise the Directors to determine their 
remuneration. 
    
3 To authorise the Directors to allot relevant securities.     
Special Business  For Abstain Against Discretion 
4 To disapply Section 561 of the Companies Act 2006.     
5 To authorise the Company to purchase its own shares.     
 
 
 
Signature(s) ___________________________________________________________________  Date _________________________ 2013 
 
Notes 
1. To be valid, this Form of Proxy, duly completed, must be deposited with the Company’s Registrars, at the address overleaf, not less than two days before the 
time appointed for the Meeting. 
2. In the case of joint holders, only one signature is required. 
3. In the case of a corporation, this Form of Proxy must be executed under its common seal or signed on its behalf by an attorney or officer duly authorised. 
4. Any alteration made to this Form or Proxy must be initialled.  
5. Completion and return of a Form of Proxy will not preclude shareholders from attending and voting in person should they subsequently decide to do so. 
6. Any shareholder entitled to attend and vote at the above Meeting may appoint one or more proxies of his/her own choice to attend and, on a poll, to vote 
instead of him/her. A proxy need not be a shareholder of the Company. A member wishing to appoint someone other than the Chairman of the Meeting as his 
or her proxy should insert that person s name in the space provided in substitution for the reference to the Chairman of the Meeting (and delete that 
reference). A shareholder completing a Form of Proxy will not thereby be precluded from attending in person instead of by proxy. To appoint more than one 
proxy, a photocopy of this form may be used. 
7. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting to be 
held  at 12 noon on 22 February 2013 and any adjournment(s) thereof by using 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. 
 In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction ) must be 
properly authenticated in accordance with Euroclear UK & Ireland Limited 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 Company s agent, Capita Registrars Limited (CREST 
Participant ID: RA10), no later than 48 hours before the time appointed for the meeting. For this purpose, the time of receipt will be taken to be the time (as 
determined by the time stamp applied to the message by the CREST Application Host) from which the Company s agent is able to retrieve the message by 
enquiry to CREST in the manner prescribed by CREST. 
 CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special 
procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy 
Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member 
or has appointed a voting service provider(s) to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to 
ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their 
CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST 
system and timings. 
 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 (as amended). 
  Armour Group plc 
Lonsdale House 
7/9 Lonsdale Gardens  
Tunbridge Wells 
Kent TN1 1NU 
United Kingdom
Tel: 01892 502700 
Fax: 01892 502707