Building on market recovery
Superglass Holdings PLC
Annual report and accounts 2014
Superglass Holdings PLC Annual report and accounts 2014 Superglass is ready
 e Superglass is ready for market recovery and new growth opportunities.
 e Superglass is ready to align its unique service offering to increasingly 
demanding customer requirements.
 e Superglass is ready with a broad range of thermal and acoustic products 
that meet exacting standards.
The combination of exceptional service and broad product range allied to our ongoing 
investment in the latest manufacturing technology, people and innovation ensures that 
Superglass is well positioned to take advantage of increasingly favourable construction markets.
Introduction
Overview 01
Annual report and accounts 2014 Superglass Holdings PLC
Overview
Operational highlights
 e Planned cost savings and product 
quality improvements identified 
in Project Phoenix delivered.
 e Further incremental annual cost 
savings of approximately £1.9m 
identified, linked in part to a potential 
reduction in manufacturing capacity.
 e Improved logistics operation has reduced 
finished goods inventory by 67%, whilst 
still maintaining exceptionally high levels 
of customer service.
 e Product certification for white blowing 
wool achieved, opening up new routes 
to market.
Financial highlights
 e Refinancing concluded in October 2014, 
following a successful equity issue, 
capital restructuring and debt refinance:
 e £5.7m net of expenses raised from 
investors by way of a placing.
 e New banking facilities of £4.8m 
secured with Close Brothers.
 e Clydesdale Bank debt repaid 
at a discount.
 e Net debt balances at 31 August 2014 ahead 
of forecast at £0.4m (2013: net cash of 
£4.3m) through strong working capital 
management, despite very challenging 
trading conditions.
 e Loss before tax and after exceptional 
items of £6.8m (2013: £7.0m).
 e Full year loss before interest, taxation, 
depreciation, amortisation and exceptional 
items of £3.2m (2013: £2.6m) in line 
with expectations.
 e Results include a net exceptional charge 
of £1.3m (2013: £2.0m) which includes 
reorganisation costs of £0.8m and write-off 
of yellow blowing wool stocks of £0.5m 
following the withdrawal of that product.
Trading performance
 e Revenue down 3.6% at £23.5m 
(2013: £24.4m) reflecting the continuing 
challenging trading environment since 
the collapse of the Government initiated 
ECO and Green Deal schemes.
 e First half revenue at £11.4m, 6.5% ahead 
of the second half of 2012/13, and second 
half revenue at £12.1m, 13.9% ahead of 
the equivalent period last year.
 e Second half loss before interest, taxation,  
 depreciation, amortisation and exceptional  
 items of £0.9m compared with £2.3m in  
 the first half of the year.
 e Export sales trebled to £2.2m 
(2013: £0.7m).
 e Repositioned business now focused on 
growing construction markets which account 
for 80% of UK revenues compared to 30% 
four years ago.
Revenue for the year
£23.5m
Consolidated net assets
£17.1m
Gross cash balance
£3.0m
In this report
Overview
IFC Introduction
01 Highlights
02 Chairman’s statement
Strategic report
04 Our strategy and markets
06 A strategy for growth
08 Chief Executive’s review
10 Financial review
12 Principal risks and uncertainties
Corporate governance
14 Board of Directors
16 Corporate governance report
20 Directors’ report
22 Directors’ remuneration report
24 Statement of Directors’ responsibilities
Financial statements
25 Independent auditor’s report
26 Consolidated income statement
26 Consolidated statement of comprehensive 
income and expense
27 Consolidated balance sheet
28 Consolidated cash flow statement
29 Consolidated statement of changes in equity
30 Notes forming part of the  
financial statements
49 UK GAAP parent company 
balance sheet
50 Notes to the UK GAAP parent company 
financial statements
Other information
53 Letter to shareholders
55 Notice of Annual General Meeting
 Chief Executive’s review page 8 Board of Directors page 14
Highlights
 Financial review page 10 02
Overview
Superglass Holdings PLC Annual report and accounts 2014
I am pleased to report the successful completion 
of the £6.25m placing and details of the Company’s 
new banking facilities with Close Brothers. We 
are delighted with the ongoing support from 
existing investors, as well as support from new 
investors including Bronsstädet AB, which now 
has a meaningful stake in the Company. The 
placing provides Superglass with a considerably 
strengthened and sustainable long‑term capital 
structure. The Company continues to be well placed 
to benefit from any resurgence in market volumes 
and the efficiencies from its ongoing capital 
investment programme. 
The results for the year reflect the continuing 
difficult trading conditions and planned production 
outages for Project Phoenix works. Loss before 
interest, taxation, depreciation, amortisation and 
exceptional items (LBITDAE) was £3.2m, in line with 
expectations, reflecting the collapse in retrofit demand 
following the introduction of the Government’s 
flagship energy schemes, Green Deal and the Energy 
Company Obligation (ECO). It is encouraging to see 
that through the repositioning of the business to 
focus on growing construction markets and aggressive 
targeting of the cost base, the level of LBITDAE has 
reduced to £0.9m in the second half compared 
to £2.3m in the second half of the previous year. 
As reported within the announcement dated 
9 September 2014, the Company achieved positive 
EBITDAE in both July and August but is not yet 
generating net cash on a monthly basis.
The continued weakness of the Government schemes, 
Green Deal and ECO, has had a significant impact 
on the market and our results. Despite the fact that 
there remain a large number of under‑insulated 
residential buildings in the UK, and that loft and 
cavity wall insulation is one of the most cost‑effective 
ways of improving energy efficiency and reducing 
carbon emissions, the structure of the current 
schemes has resulted in substantially reduced 
demand. Our view is that there is not likely to be 
any meaningful change to Government policy on 
energy efficiency until after the next election and, 
in common with other businesses in the sector, we 
will continue to drive down costs and seek to align 
our capacity to the market circumstances.
Developing further opportunities
By contrast, demand from construction 
markets is showing good growth fuelled by 
new build housing activity and commercial 
construction. Responding to this ongoing trend, 
the Company has been repositioned to focus on 
construction markets, with sales to that sector 
now accounting for 80% of UK revenues compared 
to 30% four years ago. 
I am pleased to report that Superglass made good 
progress during the year whilst operating in very 
challenging markets. Planned cost savings arising 
from the investment programme, Project Phoenix, 
have been delivered and further cost saving 
initiatives have been identified. 
Despite the challenging trading conditions, 
through strong working capital management, 
the cash balance at 31 August 2014 was £3.0m 
and the net debt balance at the end of the year 
was £0.4m (2013: net cash of £4.3m). The Board 
concluded that an equity raise and introduction 
of additional banking facilities was appropriate 
to secure the investment necessary in the 
Company, having regard to its financial and 
trading position, and in the face of continuing 
volatility in trading conditions.
Our strategy for the current financial year is 
to continue to reposition the business through 
product and service innovation, delivering 
enhanced product quality and outstanding 
customer service. We also plan to make further 
improvements in efficiency during the year 
including energy, waste and overhead savings.
John Colley
Executive Chairman
19 November 2014 
John Colley
Executive Chairman
Chairman’s statement 03
Annual report and accounts 2014 Superglass Holdings PLC
Overview
“ Superglass has continued to operate in very challenging markets but has 
made good progress in delivering promised cost savings and continued the 
repositioning in new markets. We also concluded a successful refinance in 
October which strengthens the capital structure of the Group and provides 
financing for investment which will yield further cost savings and efficiency 
improvements. Our strategy for the current financial year is to continue to 
reposition the business through product and service innovation, delivering 
enhanced product quality and outstanding customer service.”
John Colley, Executive Chairman 04
Strategic report
Superglass Holdings PLC Annual report and accounts 2014
Our strategy and markets
SUPPLY 
CHAIN 
LOGISTICS
INTERNAL 
SALES 
SUPPORT
SOLUTIONS 
DEVELOPMENT 
PRODUCT 
MANAGEMENT
FINANCE  
AND ADMIN
OPERATIONS
AREA SALES 
MANAGER
CUSTOMER 
SERVICE
CUSTOMER
The Group’s focus remains on managing costs and driving 
efficiencies in manufacturing and the supply chain, coupled 
with providing customers with the service, flexibility and 
innovation that they require.
When customers choose Superglass, they are not just buying 
a product, they are buying years of insulation expertise, 
comprehensive support, flexible delivery service and more.
All customers are treated as partners, sharing knowledge and 
advice to help them get the very best out of Superglass insulation 
products. This approach is known as “Teamworks”, as it means 
the business revolves completely around its customers.
Our strategy...
Superglass is committed to market‑leading excellence in:
 e adding value to our customers’ business through 
innovative solutions; 
 e customer service and responsiveness;
 e flexibility as a partner;
 e product performance; and
 e developing its people to realise their potential.
Creating a platform for success
image only 101ppi (hi‑ res needed) 05
Annual report and accounts 2014 Superglass Holdings PLC
Strategic report
Our markets...
 e Trading conditions in the UK insulation 
market have continued to be difficult
With excess manufacturing capacity and a highly 
competitive environment.
 e Government energy efficiency schemes
Demand from Government energy efficiency schemes 
has remained at negligible levels and no near‑term pickup 
is anticipated.
 e Construction markets
By contrast, demand from construction markets is showing 
good growth fuelled by new build housing activity and commercial 
construction. Responding to this ongoing trend the Group has been 
repositioned to focus on construction markets, with sales to that 
sector now accounting for 80% of UK revenues compared to 30% 
four years ago.
 e The new build housing market is estimated to be around 20% ahead 
of last year.
 e Further strong growth in this market channel is expected to continue, 
driven by Government support for the housing market.
 e The extension of the Help to Buy scheme to 2020, combined with 
changes to Building Regulations in England and Wales in 2013, are 
expected to be strong drivers of growth in future for the Company.
 e Repair, maintenance and improvement (RMI) activity is similarly 
driven by housing transactions which are believed to have shown 
more than 10% growth on last year.
 e The Company has continued to develop trading relationships 
with a number of leading builders merchant groups. 06
Superglass Holdings PLC Annual report and accounts 2014
Strategic report
A strategy for growth
The next step…
The operational transformation that has continued within 
Superglass through 2014 has further strengthened 
the “platform for growth” that was secured through 
the major plant and infrastructure investments 
delivered under Project Phoenix.
With a step change in product quality now delivered 
and an ongoing commitment to continuous solution 
improvement central to the culture of the business, 
Superglass is now well positioned to take the next 
step on an ambitious journey towards embedding 
innovation at the heart of everything we do.
 e Innovation in process and operational capability
 e Innovation in product development 
 e Innovation in service delivery
 e Innovation in supply chain partnerships
A traditional focus on best in class levels of customer 
service combined with a reputation for flexibility and 
responsiveness mean that Superglass continues to be 
easy to do business with and these areas of recognised 
strength provide the framework for the delivery of 
genuinely unique (product and service) solutions.
Growth through 
innovation
The development of a dedicated solutions development 
organisation and culture within Superglass will ensure 
focus on the strengthening and broadening of existing 
product ranges. This new function will also be the 
conduit for the delivery of new products and services 
that complement the existing range and will extend 
the capabilities of the business into adjacent markets 
and beyond.
With new solutions targeted at the housebuilding 
and merchant sectors scheduled for release in early 
2015, the next year will see an expansion of current 
product ranges and importantly will extend the choice 
available to customers, enabling them to offer new and 
innovative solutions to the wider market.
A regular programme of customer visits to the Stirling 
plant, introducing existing and potential customers to the 
ongoing transformation within the Superglass business, is 
already reinforcing the focus on (and delivery of) innovation. 
This will be underscored in the coming months with an 
extension of the current solution display capabilities, 
through the planned development of a dedicated area 
within the manufacturing site in Stirling that will 
facilitate customer workshops and allow innovation 
plans to be better articulated.
Organised 
for innovation
A showcase 
for innovation
Innovation – the core focus 07
Annual report and accounts 2014 Superglass Holdings PLC
Strategic report
Whilst plans are well developed, the acid test is what 
the customer sees in the market and Superglass is 
confident of being able to demonstrate real progress 
in the coming months. Alongside new products being 
released in early 2015, the development of a range of 
new service offerings building on the “Teamworks” 
concept and brand will further demonstrate 
innovation in customer service.
Superglass is committed to “innovation beyond the 
box” and therefore sees enhancements in customer 
relationship management and the entire customer 
service interaction as being equally, if not more 
important than the programme of new product 
introduction that has been embarked on.
Against a wider market backdrop which, despite 
the recovery in construction markets (particularly 
housebuilding), remains challenging, this focus 
on innovation will deliver significant value both 
to Superglass and its customers. With the ability 
to vary production capacity, the focus will be on 
the “quality and sustainability of revenue” and, with 
this in mind, the development of our existing range 
of value added products will drive improved profitability.
Customers will be able to integrate new product and 
service offerings into their wider value proposition 
and therefore strengthen their market position and 
better service their customer base.
Delivering innovation
The value of innovation
Masonry cavity wall
Superwall is a British Board of 
Agrément approved, glass wool 
cavity wall slab. Treated with 
water repellent additives, 
Superwall is intended for new 
masonry walls in full or partial 
fill applications.
Lofts
Multi‑ roll is a lightweight, glass 
wool roll, designed to provide 
thermal insulation in lofts.
Internal timber stud wall
Acoustic Partition Roll is 
a lightweight, non‑ combustible 
glass wool roll for use in metal 
and timber stud partitions, 
separating floors and 
drylining systems.
Superglass Party Wall Roll
This is a glass wool roll designed 
for use within masonry party or 
separating walls as described 
within ADL1 (E&W) and Section 
6 (Scotland) respectively. Party 
Wall Roll may be used as a 
component in a number of 
robust detail solutions. 08
Strategic report
Superglass Holdings PLC Annual report and accounts 2014
Chief Executive’s review
Trading conditions in the UK insulation market have 
continued to be difficult, with a significant decline 
in demand for loft and cavity wall insulation resulting 
in excess manufacturing capacity, a highly 
competitive environment and continued pricing 
pressure. Demand from Government energy efficiency 
schemes, Green Deal and ECO has remained at 
negligible levels and no near‑term pickup is 
anticipated. By contrast, demand from construction 
markets is showing good growth fuelled by new‑ build 
housing activity and commercial construction. 
Responding to this ongoing trend, the Company 
has been repositioned to focus on construction 
markets, with sales to that sector now accounting 
for 80% of UK revenues compared to 30% four 
years ago. 
There was nonetheless an upturn in trading 
during the final quarter of the financial year 
ended 31 August 2014, driven by a step‑ change 
in sales volume, and this is a clear reflection of 
the progress that has been achieved. There have 
been improvements in product mix, with growing 
sales of higher margin products. We intend to 
continue to focus the Company’s commercial 
strategy towards higher value‑added and higher 
margin products. 
During the year new product certification was 
secured for our white blowing wool product, following 
the exit of a solus supply agreement. This important 
development will enable the Company to develop 
new routes to market for the product during the 
current financial year.
The Company has made significant operational 
progress in the period, driving down costs and 
improving manufacturing efficiencies. I am pleased 
to report that the business has delivered the planned 
annual cost savings. However, in response to market 
conditions and continued oversupply in the market, 
which is expected to persist for some time, our 
strategic focus is to further reduce operating costs. 
Potential incremental annual cost savings of 
approximately £1.9m have been identified, which 
would require capital investment of approximately 
£1.0m to implement and would include 
a significant reduction in manufacturing capacity.
Repositioned in recovering markets
With support from investors, we have further 
strengthened the capital base by means of 
a placing and by securing new banking facilities 
which will provide greater resilience to continue 
the transformation of the business in challenging 
market circumstances. The net proceeds of the 
placing of £5.7m are expected to be used to meet 
the capital costs associated with implementing 
the strategy to further reduce operating costs; 
to finance projected working capital outflows and 
trading losses during the current financial year; 
and to strengthen the Company’s balance sheet 
in order to provide greater flexibility and headroom 
in view of the continued volatility in trading.
The Clydesdale Bank debt has been refinanced 
by the arrangement of new banking facilities 
of up to £4.8m with Close Brothers.
Results and markets
Progress has been made in growing revenues through 
2013/14 from the low point of the second half of 
the previous financial year. Overall revenues in the 
first half of 2013/14 increased 6.5% (to £11.4m) 
on the second half of 2012/13 and second half 
revenues grew a further 6.9% (to £12.1m), 
reflecting the continued repositioning to focus on 
growing construction markets. Full year revenues, 
however , were down 3.6% (to £23.5m) compared to 
the previous year due to the collapse in Government 
scheme‑ related demand over the past 18 months. 
This has reduced the level of LBITDAE to £0.9m in the 
second half compared to £2.3m recorded in both 
the first half of 2013/14 and in the second half of the 
previous year . As reported within the announcement 
dated 9 September 2014, the Company achieved 
positive EBITDAE in both July and August but is not 
yet generating net cash on a monthly basis. Order 
patterns remain volatile and order visibility is 
expected to remain low for the foreseeable future. 
September order intake and sales volumes were 
slightly below overall FY14 run rates. The Company 
has also seen a marked improvement in loss before 
taxation in the second half of 2013/14, reducing from 
£4.3m in the first half of 2013/14 to £2.5m in the 
second half of the financial year . Full year loss before 
taxation was £6.8m compared to £7.0m in the 
previous financial year.
Alex McLeod
Chief Executive Officer 09
Annual report and accounts 2014 Superglass Holdings PLC
Strategic report
New‑ build housing completions in 2014 are 
estimated to be more than 15% ahead of last year. 
Further strong growth in this market channel is 
expected to continue, driven by Government 
support for the housing market. The extension of 
the Help to Buy scheme to 2020, combined with 
changes to building regulations in England and 
Wales in 2013, is expected to be a strong driver 
of growth in future for the Company. Repair, 
maintenance and improvement (RMI) activity is 
similarly driven by housing transactions which are 
believed to have shown strong growth on last year. 
The Company has been repositioned to focus on 
these growth market channels and sales growth 
in these channels has been strong, with volumes 
up 15% on the previous year. 
The uptake in insulation measures by households 
under the Green Deal and ECO remains very low. This 
has been further compounded by the Government’s 
announcement in the 2013 Autumn Statement of 
reduced ECO funding. This change has created an 
even greater slowdown in activity in this channel. 
The consequence of this is a further significant 
contraction of the supply chain. The Company 
previously announced that it has been able to exit 
a restrictive distribution agreement on cavity wall 
insulation and this creates some opportunity to 
broaden the customer base in this channel. 
We have continued to leverage the benefits generated 
from the new platform that our improved production 
facility has provided through further development 
of our key strengths: of flexibility, product quality 
and service. We have also strengthened our capability 
to develop end‑user relationships and innovation. 
In new build construction we have continued 
developing new specifications with an emphasis 
on new product innovation, particularly in acoustic 
solutions. Further innovative solutions are planned 
to address this market, which the industry expects 
to show very strong growth as a result of schemes 
introduced by the Government to stimulate the 
housing market.
The Company has begun actively developing 
routes to Eastern European markets which, while 
less profitable than UK sales due to high transport 
costs, generate a positive contribution. Overall 
exports accounted for 10.0% of total volumes 
in 2013/14 compared to 4.8% in the financial 
year 2012/13. 
With rising demand in construction channels there 
has been some modest recovery in pricing levels 
during the financial year. This trend is expected to 
continue as demand increases and industry capacity 
utilisation continues to improve.
Operations
The Company has made significant operational 
progress in the period, driving down costs and 
improving manufacturing efficiencies. I am pleased 
to report that the business has delivered the planned 
annual cost savings originally targeted. However, 
in response to market conditions and continued 
oversupply in the market, which is expected to persist 
for some time, the strategy is to further reduce 
operating costs. Further potential incremental annual 
cost savings of approximately £1.9m have been 
identified, which would require capital investment 
of approximately £1.0m to implement and 
would include a significant reduction in 
manufacturing capacity.
The Company’s waste glass supplier, Viridor, has 
announced investment in a state‑of‑the‑art waste 
glass processing facility. The new plant, which is 
expected to come onstream early 2015, is located 
in the central belt of Scotland and will provide 
Superglass with access to the highest quality 
waste glass, enabling a further step change in 
operational performance.
Board and Executive
The Board recently announced the appointment 
of Lars Rutegård as Non‑ executive Director. Lars 
was appointed to the Board on 30 October 2014. 
He studied at the Royal Institute of Technology 
in Stockholm and has a background in the industrial 
and manufacturing sectors. Lars is currently the 
managing director of International Fibres Group 
AB and a non‑ executive director of Johnson & 
Starley Ltd and Direktlaminat AB.
Previous announcements of Board and Executive 
appointments included the appointment of John 
Colley as Executive Chairman, Chris Lea to the 
Board as Finance Director, and Mark Atherton as 
Operations Director and Ken Munro as Sales Director.
The Company also announced that Allan Clow, 
Finance Director, resigned from the Board 
on 29 November 2013 and Declan Billington, 
Non‑ executive Director, resigned from the Board 
on 31 July 2014. The Board would like to thank 
Allan and Declan for their substantial contribution 
to the Company. 
Strategy and outlook
The recently announced placing and arrangement of 
new banking facilities together enable the Company 
to continue the cost reduction strategy and align 
capacity to the evolving market circumstance in 
the light of continued weakness in Government 
schemes. In this more constrained environment 
the focus will continue on improving sales mix 
through growth in both existing and new value‑added 
products, primarily in construction markets but 
also in adjacent markets.
Whilst there are increasing signs of recovery 
and growth in construction markets, the poor 
uptake of Government energy efficiency schemes 
is expected to persist through the coming financial 
year and beyond. We will carefully monitor market 
conditions as they evolve and will refine our operating 
strategy in light of any material changes.
Alex McLeod
Chief Executive Officer
19 November 2014
Sales volumes
2010 2011 2012 2013 2014
n Others
n Green Deal/ECO
n Housing
n RMI
n Export 10
Strategic report
Superglass Holdings PLC Annual report and accounts 2014
Financial review
Revenue
Annual sales revenues reduced by 4% from the prior 
year to £23.5m (2013: £24.4m). Overall volumes 
were in line with prior year, reflecting the continued 
lack of activity in the Government‑sponsored 
schemes, ECO and Green Deal, offset by increased 
revenue from construction markets. Although 
contractor volumes in the UK fell 55% from prior 
year, with 2013 volumes including the final four 
months of the CERT programme which finished in 
December 2012, this volume shortfall was taken 
up by UK distribution where volumes increased 
by 24% as the housing market grew strongly. 
A focus on the development of exports, primarily 
to Eastern Europe and Scandinavia, has trebled 
revenues from these markets. Selling prices continued 
to be under pressure throughout the period, although 
there was a modest improvement in both volumes 
and selling price in the second half of the year.
After the end of the CERT scheme in December 2012, 
sales fell substantially, following which they have 
recovered in each subsequent six‑ month period. 
Sales revenues in the second half of 2014 were 
14% up on the equivalent period in 2013. 
Loss before taxation, exceptional items 
and amortisation of intangible assets
The recovery in revenues outlined above, 
coupled with the effect of the ongoing cost 
saving programme had led to a 42% reduction 
in the loss before taxation, exceptional items and 
amortisation of intangibles in the second half of 
the financial year as compared with the equivalent 
period last year and the first half of 2014. The full 
effect of the existing cost saving initiatives has yet 
to be reflected in the operating results. 
Demonstrating progress
Loss before interest, taxation, 
depreciation, amortisation and 
exceptional items (LBITDAE) 
The Directors believe that LBITDAE is a key 
measure of financial performance. LBITDAE 
is calculated as in the table below.
LBITDAE was £3.2m (2013: £2.6m). During the 
period, production costs were impacted by line 
shutdowns to rebalance inventory levels in the early 
part of the year and to facilitate a major capital 
project on one of the production lines in April, 
together with continued fixed cost under‑ absorption 
through the low level of demand. In the prior year, 
the Group benefited from strong trading in the four 
months to December 2012 as the CERT scheme 
delivered significant volumes and the trend in 
LBITDAE follows that of the loss before taxation, 
exceptional items and amortisation of intangible 
assets shown above.
Loss before taxation
The loss before taxation was £6.8m 
(2013: £7.0m), after exceptional expenses 
of £1.3m (2013: £1.9m). The 2013 loss also 
includes a £5.0m goodwill impairment charge 
and a credit of £4.7m relating to the debt for 
equity swap linked to the May 2013 refinancing.
Cash and borrowings
Despite the challenging trading conditions, the cash 
balance at 31 August 2014 was £3.0m and the net debt 
balance at the end of the year was £0.4m (2013: net 
cash of £4.3m). Strong management of inventory, 
with finished goods stocks being down 67% year 
on year, has reduced working capital by £0.4m 
during the year, despite adverse changes to the 
Company’s credit rating. Capital expenditure in 
the year was £0.8m, reflecting further investment 
in one of the production lines (2013: £4.7m).
Chris Lea
Finance Director
The Directors believe that LBITDAE is a key measure of financial performance. LBITDAE is calculated 
as follows:
2014
£000
2013
£000
Loss before tax (6,802) (7,003)
Depreciation 2,368 2,053
Grant amortisation (183) (102)
Financial expenses 151 488
Exceptional expenses 1,256 1,950
(3,210) (2,614) 11
Annual report and accounts 2014 Superglass Holdings PLC
Strategic report
Finance costs
Finance charges (excluding exceptional items) 
amounted to £0.2m (2013: £0.5m), reflecting 
the interest cost on the lower bank debt following 
the 2013 refinancing. 
Dividends
Whilst the Board intends to pay dividends when 
the Company’s profitability, cash generation and 
underlying growth justifies, it does not currently 
expect the Company to pay a dividend for the 
foreseeable future.
Exceptional costs
The results for the period include exceptional 
expenses of £1.3m (2013: £1.9m) of which £0.5m 
relates to the write‑ off of yellow wool stocks and the 
associated storage costs following the termination 
of the sole supply contract for this product. The 
remaining exceptional costs relate to professional 
fees associated with the aborted sale of the business 
and a number of redundancies as the Group 
continues to manage its cost base. Further details 
of the exceptional items are set out in note 5.
Taxation
The underlying effective current tax charge 
(excluding adjustments in respect of prior years, 
exceptional items and the deferred tax adjustments 
in respect of the substantively enacted tax rate 
reduction) for the Group is £nil (2013: £nil). 
Loss per share
Adjusted loss per share (excluding amortisation 
of intangible assets and exceptional items) was 
19.8p (2013: 43.3p). The basic loss per share 
amounted to 24.3p (2013: 67.0p).
Pension scheme
The Group continues to operate a defined 
contribution Group sponsored personal pension 
plan which is administered by a major specialist 
pension provider and therefore has no unforeseen 
present or future pension liabilities. During the year 
the Group implemented pension auto‑ enrolment.
Net assets
Net assets as at 31 August 2014 were £17.1m 
compared to £23.6m at 31 August 2013, reflecting 
the loss for the year.
Treasury and financial risk management
Superglass aims to reduce financial risks wherever 
possible and to ensure that it has sufficient 
liquidity to meet all foreseeable needs. 
Separate bank accounts are held for all currencies 
in which trade is conducted in order to facilitate 
the collection of debts and the management of 
currency positions.
The Group normally enters long‑ term flexible energy 
supply contracts, which allow it to forward purchase 
a variable proportion of its power requirements for up 
to 36 months. In April 2014, the electricity and gas 
supplier withdrew the facility to forward purchase, 
though following a change of electricity supplier on 
1 September 2014 the Group is now able to hedge 
its electricity requirements. Although these 
commitments are not reflected on the balance sheet, 
they are covered by own use exemptions under 
accounting standards and are not therefore 
required to be measured at fair values.
Financial KPIs 2014 2013
Loss before tax and exceptional items (23.6%) (20.7%)
LBITA margin (excluding exceptional items) (23.0%) (18.7%)
Interest cover (EBITDAE/interest) (21.3):1 (5.1):1
Capex: depreciation 35.1% 230.3%
Net assets £17.1m £23.6m
Adjusted loss per share* (19.8)p (43.3)p
*  Adjusted results exclude exceptional items of £1.3m (2013: £2.0m). The term adjusted is not defined in IFRS and 
therefore may not be comparable with similarly titled measures reported by other companies. Adjusted measures 
are not intended as a substitute for, or superior measure to, IFRS measures.
Proven credit control procedures have been 
developed which, together with cover provided 
by its credit insurer, minimise the credit risk to 
the Group. For the year ended 31 August 2014 
the bad debt expense amounted to 0.1% of sales 
(2013: 0.01%).
Refinancing – October 2014
On 14 October 2014 the Group announced details 
of a £6.25m placing, issuing 125m new shares 
at 5.0p each and the refinancing of the bank debt 
owed to Clydesdale Bank plc. New banking facilities 
of up to £4.8m were secured from Close Brothers plc 
through a combination of term loans, leasing, 
invoice discounting and revolving credit facilities. 
The refinancing was formally approved at the 
Extraordinary General Meeting on 30 October 2014 
and provides funds for additional capital investment, 
new product development, further cost saving 
initiatives and a strengthening of the balance 
sheet. The Clydesdale Bank debt was repaid 
on 7 November 2014 at a discount of £375,000 
and new borrowings from Close Brothers were 
drawn down on 10 November 2014.
As part of the refinancing, the ordinary shares 
of 25.0p were sub‑ divided into new ordinary shares 
of 1.0p and deferred shares of 24.0p. The deferred 
24.0p shares do not entitle holders to receive any 
dividend or other distribution or to receive notice or 
speak or vote at a general meeting of the Company, 
the deferred shares have no rights to participate 
in a return of assets on a winding up and are not 
freely transferable and the Company has the right 
at any time to purchase all of the deferred shares 
for an aggregate consideration of £0.01. 
One of the consequences of the refinancing 
was to permit the conversion of the 2,800,757 
convertible shares owned by Clydesdale Bank plc 
into ordinary shares in accordance with their terms. 
Chris Lea
Finance Director
19 November 2014
H1 2013
(1.6)
H2 2013
(3.5)
H1 2014
(3.5)
H2 2014
(2.0)
Turnover (£m)
H1 2013
13.7
H2 2013
10.7
H1 2014
11.4
H2 2014
12.1
Loss before taxation, exceptional items 
and amortisation of intangible assets (£m) 12
Strategic report
Superglass Holdings PLC Annual report and accounts 2014
  Future market conditions 
may be less favourable than 
the Directors expect
The Directors expect that Government‑ led initiatives aimed at improving the energy 
efficiency of residential, commercial and industrial buildings, together with changes 
to UK building regulations, will be of continuing importance in underpinning the 
Group’s markets in the future. In the event that these initiatives do not proceed in 
the form anticipated by the Directors, the Group’s sales volumes and trading prospects 
may be adversely affected. The Directors believe that the development of new 
products, increased quality, increased specification activity and the ability to 
sell cavity wall insulation to a wider customer base will help mitigate this risk.
Neutral 
risk
  There may be excess 
glasswool manufacturing 
capacity in the UK in the 
future, resulting in more 
competitive market conditions
In the event that future market demand does not grow in accordance with 
the Directors’ expectations or available UK glasswool manufacturing capacity 
increases more rapidly than they currently anticipate due, for example, to new 
market entrants, there may be an excess supply of product in the domestic market. 
Such a situation could create downward pressure on selling prices. The Directors are 
confident that the additional cost savings identified will ensure Superglass can 
maintain a competitive and sustainable cost position in the market and that this 
will mitigate the effect of continuing price pressures.
Neutral 
risk
  The Group derives a 
significant proportion 
of its sales from a small 
number of key customers
In the financial year ended 31 August 2014, approximately 72% of the Group’s 
total turnover was derived from ten major customers. In the event that orders 
placed by these key customers fall below the Directors’ expectations in the future 
or that the Group’s relevant contracts with these key customers are renewed on less 
favourable terms or terminated, the Group’s prospects and financial performance 
may be adversely affected. The risk of material loss of sales volume is mitigated 
by the decentralised nature of the Group’s key trading relationships and related 
purchasing decision making and the Group’s continued push into new markets.
Decreased 
risk
  The Group derives all 
its sales from one type 
of product
Unfavourable publicity or other adverse reputational factors concerning the Group 
and its products, as well as a reduction in demand for this type of product or new 
products entering the market, could damage customer goodwill and the Group’s 
market position. The Group continues to develop new product applications and 
works to expand routes to market to help mitigate this risk.
Neutral 
risk
  The Group operates from a 
single manufacturing site
The Group produces glasswool insulation at a single manufacturing site in Stirling, 
Scotland. In the event of a prolonged interruption to production at this site, Superglass 
would not have the ability to transfer its manufacturing activities to other facilities 
and may not be able to meet the demand for its products from customers and prospective 
customers, potentially eroding its market position. Appropriate insurance cover is in place.
Neutral 
risk
Principal risks and uncertainties
Managing potential risk
Risk Mitigation Change
There are a number of potential risks and uncertainties that could 
have an impact on the Group’s performance. 13
Annual report and accounts 2014 Superglass Holdings PLC
Strategic report
  The Group’s operations 
could be adversely affected 
if it is unable to maintain 
a co‑ operative relationship 
with WF Engineering Inc., a 
supplier of key technology
The Group has a long‑term agreement with WF Engineering Inc. for the use of certain 
fiberising technology and knowhow. Additionally, the Group purchases fiberising 
equipment that is used in the production process; WF Engineering Inc. is the 
exclusive supplier of this equipment. In the event that the technology or fiberising 
equipment ceased to be available to Superglass, there could be a material adverse 
effect on its ability to trade and therefore on the financial performance and prospects 
of the Group until alternative manufacturing arrangements could be implemented. To 
mitigate this risk, the Group has entered into a finance lease and a supply contract 
with the supplier.
Neutral 
risk
  Infr astr uctur e limitations The Group relies on the uninterrupted operation of its IT, manufacturing and other 
systems for the proper running of its commercial operations. Any significant 
breakdown of, or disruption to, these systems could have an adverse effect on 
production or the effective control of its commercial operations and risks. This could 
have a material adverse effect on the Group’s business, financial performance and 
prospects. This risk is mitigated by the Group entering into support contracts with key 
suppliers where appropriate and also by the Group’s own internal engineering team.
Neutral 
risk
  The Group’s operations 
expose it to the risk of 
health and safety and 
environmental liabilities
There is no higher priority than ensuring the health and safety of employees and those 
who come into contact with Superglass’ processes and products. It is the policy of the 
Group to ensure that its employees work in as safe an environment as possible and that 
the risk and incidence of industrial accident or injury is minimised. Nevertheless, there 
are certain hazards associated with its manufacturing activities. The Group has actively 
promoted health and safety in the workplace in recent years and seeks to actively 
comply with its health and safety regulations. However, future occurrences could result 
in financial liabilities or penalties or a prolonged suspension of production.
The Group strives to comply with current environmental legislation. Future changes 
to environmental law may require the Group to adopt alternative and less efficient 
or more costly production processes and were the Group to infringe environmental 
legislation that could result in prolonged suspension of manufacturing operations 
and possible financial liabilities or penalties.
The Group mitigates these risks by performing internal safety audits on a weekly basis 
and also performing routine emissions testing outwith the mandatory test periods.
Neutral 
risk
  The supply of energy may 
be subject to disruption or 
price fluctuation
Gas and electricity supplies are required for the operation of the Group’s plant and 
production processes. Whilst the Group has entered into purchasing agreements that 
provide non‑ interruptible energy supplies and an element of price stability in the 
short term, increasing energy costs in particular may impact on trading margins 
if they cannot be passed on to customers. However, the Group aims to mitigate 
short‑ term fluctuations in energy prices through an appropriate hedging policy. 
Neutral 
risk
  The Group’s continued 
success depends on the 
future services and 
performance of key 
Executives and personnel
The Group depends on the continued service of its senior management, including 
its Executive Directors and senior management team. The Executive Directors and 
senior managers have significant industry and operational experience that is of key 
importance to the Group’s business. Superglass has entered into service agreements with 
each of these individuals, but the retention of their services cannot be guaranteed.
If the Group lost or suffered an interruption in the services of any of its Executive 
Directors or of a number of its senior managers, or if it were unable to continue to 
attract or develop new senior management with appropriate skills, the Group’s 
financial performance and prospects may be adversely affected.
Neutral 
risk
Risk Mitigation Change 14
Corporate governance
Superglass Holdings PLC Annual report and accounts 2014
John Colley
Executive Chairman
John joined the Board of Superglass 
on 12 March 2012 and became Chairman 
on 31 March 2012 and Executive Chairman 
on 19 November 2013. He has worked for over 
20 years in the building materials industry and 
has worked at executive director level for eight 
years. His board experience has included 
the roles of group managing director of BPB plc, 
with responsibility for Northern and Eastern 
Europe, and as executive managing director of 
Saint‑Gobain (following its acquisition of BPB), 
with responsibility for the Gypsum and Insulation 
Northern and Eastern Europe Division.
John is currently a non‑ executive director of 
two private equity businesses, Jablite Ltd and 
Styropack Ltd, and sits on the management 
committee of the parent group Synbra B.V. He 
is also a past president of the Construction 
Products Association, the industry trade body 
representing the construction industry.
Alex McLeod
Chief Executive Officer
Alex joined Superglass on 1 October 2009, 
becoming Chief Executive Officer on 1 November 
2009. He has spent the majority of his career 
with BPB plc, now part of Saint‑ Gobain, the 
world leader in the supply of plasterboard 
and gypsum plasters and a major supplier of 
insulation, ceiling tiles and related products.
Originally qualifying as an accountant and 
holding a number of senior financial positions 
with BPB, he subsequently moved into general 
management. He was managing director of 
Saint‑ Gobain’s glasswool manufacturing operation 
in Cheshire, one of only two manufacturing 
competitors of Superglass in the UK. Over a 
five‑ year period he led that business to record 
levels of profitability and return on investment.
Chris Lea
Finance Director and Company Secretary
Chris was appointed as Finance Director 
and Company Secretary with effect from 
2 December 2013. He was previously finance 
director and company secretary of Aviagen 
Limited, the world’s largest poultry breeder. 
He led a series of acquisitions and investments 
across Europe and further afield and was 
subsequently appointed chief financial officer 
of Aviagen Europe where, as a board member, 
he was directly responsible for the financial 
affairs of a number of companies in Eastern 
and Western Europe. Prior to this Chris spent 
15 years with KPMG in the Midlands, holding 
various roles within their audit and corporate 
finance businesses. Chris is a member of the 
Institute of Chartered Accountants of England 
and Wales.
Board of Directors 15
Corporate governance
Annual report and accounts 2014 Superglass Holdings PLC
David Gray
Senior Independent Non-executive Director
David joined the Board in July 2009. Previously 
a partner with KMG Thomson McLintock (now 
KPMG), he spent six years as managing director 
of Caledonian Paper plc, was finance director 
at Scottish Hydro Electric plc and business 
development director at Scottish and Southern 
Energy plc. More recently, he was an executive 
director at DTZ Holdings plc. His current 
directorships include Murgitroyd Group plc 
and Scottish Water Horizons Ltd and he was 
previously a non‑ executive director at F&C 
Asset Management plc. 
Lars Rutegård
Non-executive Director
Lars was appointed to the Board on 
30 October 2014. He studied at The Royal 
Institute of Technology in Stockholm and 
has a background in the industrial and 
manufacturing sectors. Initially from the 
automotive sector and having held various 
positions within Stoneridge Inc., Lars was 
CEO of the Swedish listed company Nischer AB 
and his board experience includes roles as 
chairman of PlaCell AB and Mintec Paper AB 
as well as non‑ executive director of 
SKA GmbH & Co. KG. 
Lars is currently the managing director 
of International Fibres Group AB, and a  
non‑ executive director of Johnson & Starley Ltd 
and Direktlaminat AB.
 
 
Advisers
Registered office
c/o Maclay Murray & Spens LLP
One London Wall 
London EC2Y 5AB
Company registration number
05423253
Auditor
KPMG LLP
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Edinburgh EH1 2EG
Nominated Adviser and 
Corporate Broker
Nplus1 Singer Advisory LLP
One Bartholomew Lane 
London EC2N 2AX
Solicitors
Maclay Murray & Spens LLP
Quartermile One 
15 Lauriston Place 
Edinburgh EH3 9EP
Registrars
Capita Asset Services
The Registry 
34 Beckenham Road 
Beckenham 
Kent BR3 4TU 16
Corporate governance
Superglass Holdings PLC Annual report and accounts 2014
“ Following admission to AIM in 2013, 
the Superglass board remains committed 
to high standards of governance. I am 
pleased to introduce our Corporate 
Governance Report for the year ended 
31 August 2014.”
This report and the remuneration report contained 
on the following pages describes how the Group has 
applied and complied with the principles of good 
corporate governance.
Introduction
Superglass is committed to the highest standards of business 
integrity and corporate governance and the Board is accountable 
to the Company’s shareholders for good governance. The Company 
delisted from the Official List of the London Stock Exchange and 
was admitted to AIM during the year ended 31 August 2013 and 
as a result is no longer required to comply with the UK Corporate 
Governance Code. Although not required to do so by the AIM Rules 
the Directors have chosen to give selected disclosures that they 
believe are necessary or valuable to the reader.
The paragraphs on the following pages, together with the Directors’ 
Remuneration Report set out on pages 22 and 23, describe how 
these principles are applied within the Company.
John Colley
Executive Chairman 
19 November 2014
Statement of compliance
The Directors consider that, with the exception of the items noted below, 
the Company has, throughout the year, been in compliance with what 
are generally accepted to be the principles of good governance.
 e The Board has only one Independent Non‑ executive Director.
 e No formal Board evaluation procedure has been undertaken by the Board.
 e The Audit Committee has only one standing member.
In view of the size and structure of the Group, the Board does not believe 
that these exceptions had any detrimental effect on the control environment.
The Group has in place appropriate insurance cover for Board members 
in respect of any legal action taken against them.
Directors and their independence
The Board currently has an Executive Chairman, two Non‑ executive Directors 
and two Executive Directors. One of the Non‑ executive Directors is considered 
by the Board to be independent of management and free of any relationship 
that could materially interfere with the exercise of his independent judgement. 
The Board has satisfied itself that there is no compromise to the independence 
of those Directors who have other appointments in outside entities. The Board 
considers that the Non‑ executive Directors bring a senior level of expertise 
and experience and that the balance between Non‑ executive and Executive 
representation encourages healthy independent challenge to the Executive 
Directors and senior management. 
The Directors have been made aware that, where they have concerns 
that cannot be resolved about the running of the Company or a proposed 
action, they should ensure that their concerns are recorded in the Board 
minutes. The Non‑ executive Directors have also been made aware that, 
on resignation, they should provide a written statement to the Chairman 
for circulation to the Board, if they have any such concerns.
The Senior Independent Non‑ executive Director is currently David Gray. He will 
be available to shareholders if they have reasons for concern that contact 
through the normal channels of Executive Chairman, Chief Executive or 
Finance Director has failed to resolve.
Conflicts of interest
The procedures that have been adopted by the Board require prompt notification 
by Directors of any possible conflict situation and the scrutiny initially of the 
Nomination Committee and then the Board before any decision to authorise 
or not is taken. The Board may approve a conflict situation unconditionally, 
give approval subject to conditions or decide not to approve and require that 
the Director concerned resolve the circumstances giving rise to the conflict. 
Any approval will be reviewed regularly and may be amended or withdrawn 
by the Board at any time. 
Only Directors who have no interest in the matter being considered are able 
to take the relevant decisions and at all times the Directors making such 
decisions must act in a way they consider, in good faith, will be most likely to 
promote the Group’s success. The Board is satisfied that these procedures are 
operating effectively and will keep them under review in light of emerging 
best practice in this area.
Corporate governance report 17
Corporate governance
Annual report and accounts 2014 Superglass Holdings PLC
Role of the Board
The Board determines the strategic direction of the Group and reviews 
operating, financial and risk performance.
Board procedures
The Board has regular meetings throughout the year.
The formal schedule of matters reserved for the Board includes: approval of 
the Group’s annual business plan; the Group’s strategy; acquisitions, disposals 
and capital expenditure projects above certain thresholds; treasury policies; 
dividend policy; transactions involving the issue or purchase of Company 
shares; borrowing powers; appointments to the Board; risk management; the 
scope of delegations to the Board; and executive management of the Group.
In advance of all Board meetings, the Directors are supplied in a timely manner 
with detailed comprehensive papers covering the Group’s operations in order 
to help them to discharge their responsibilities. An annual budget and business 
plan is prepared, which is then compared in detail with the monthly management 
accounts and the Executive Directors discuss and explain areas where performance 
departs from current expectations. All significant variances are discussed at Board 
level and appropriate action taken where necessary.
The positions of Executive Chairman and Chief Executive are held by separate 
individuals. The Executive Chairman is primarily responsible for the leadership 
and effective working of the Board and ensuring that each Director, particularly 
the Non‑ executive Directors, is able to make an effective contribution. He 
ensures that there is a constructive relationship between the Executive and 
Non‑ executive Directors. The Chief Executive has responsibility for all operational 
matters, which include the implementation of Group strategy and policies 
approved by the Board. In addition, the Non‑ executive Directors have access 
to senior management of the business either by telephone or via involvement 
at informal meetings. The Executive Chairman meets with the Non‑ executive 
Directors without the Executives being present as required.
The Directors are given access to independent professional advice, at the 
Group’s expense, when the Directors deem it necessary in order for them 
to carry out their responsibilities. No such advice was sought in the year.
Professional development
On joining the Board, Directors are provided with documentation on the 
Company and its activities. An induction programme and full site visit are 
arranged. Throughout their period in office the Directors are continually 
updated on the Group’s business, the competitive and regulatory environment 
and the industry in which it operates. Board meetings are regularly held at 
the operational site and tours are arranged to ensure that the Board is kept 
up to date with the latest operational developments.
Directors’ biographies are shown on pages 14 and 15. The terms and 
conditions of appointment of Non‑ executive Directors are available for 
inspection at the Company’s registered office and at the AGM.
Attendance at Board meetings and committee meetings
Board Audit Remuneration Nomination
Number of meetings held 11 2 4 2
Executive Directors
J G Colley 11 2 1 2
A J McLeod 11 2 4 2
C P Lea* 7 1 2 —
A J Clow** 4 1 — 1
Non-executive Directors
D M Gray 11 2 4 2
D G Billington*** 10 2 4 2
L J Rutegård**** — — — —
*   Appointed 2 December 2013. 
**  Resigned 29 November 2013. 
***  Resigned 31 July 2014. 
**** Appointed 30 October 2014.
It is normally the case that the Board meets eleven times during any 
financial year. In the year ended 31 August 2014 there were 19 additional 
telephone meetings required in relation to the Group’s restructuring negotiations.
Board effectiveness
The Code attaches importance to boards having processes for individual 
and collective performance evaluation. For individual performance 
evaluation, the Remuneration Committee assesses Executive Directors 
against annual performance targets. The Executive Chairman meets with the 
Non‑ executive Directors at least annually to review their performance and the 
Senior Independent Director leads an evaluation process of the performance 
of the Executive Chairman, taking account of the views of the Executives. 
As highlighted above the Board has not carried out a formal evaluation of its 
effectiveness in the financial year ended 31 August 2014, but plans to do so 
in the current financial year.
Where a Non‑ executive Director stands for re‑ election, the Executive 
Chairman will confirm to shareholders whether he is satisfied from formal 
performance evaluations that the Director’s performance continues to be 
effective and demonstrates commitment to the role. 18
Corporate governance
Superglass Holdings PLC Annual report and accounts 2014
Board committees
There are three Board sub‑ committees operated by the Group: the Audit 
Committee, the Remuneration Committee and the Nomination Committee. 
Formal terms of reference for the committees of the main Board detailed 
above are available for inspection at the Company’s registered office at the 
AGM and are also available from the Company’s website, www.superglass.co.uk.
The Audit Committee
The members of the Audit Committee are:
 e David Gray (Chairman) 
 e Declan Billington (from 25 September 2013 to 31 July 2014)
 e John Colley (until 25 September 2013)
The Group considers that all members of the Audit Committee have recent 
and relevant financial experience.
The Audit Committee reviews the scope, performance, results and cost 
effectiveness of the external audit and has delegated power from the Board 
to agree the fees of the external auditor. The Audit Committee is also responsible 
for reviewing non‑ audit services provided to the Group by the external auditor, 
satisfying itself on the independence and objectivity of the external auditor, 
and makes recommendations to the Board relating to its appointment. 
The Audit Committee monitors the financial reporting processes and reviews 
and advises the Board on the Group’s financial statements. The Committee 
reviews the operation of the Group’s system of internal controls and reports 
to the Board on the annual review of internal control and risk management.
The external auditor is given the opportunity each year to speak 
confidentially to the Audit Committee.
The Audit Committee also monitors the Group’s whistle‑ blowing procedures, 
ensuring that appropriate procedures are in place to allow employees to raise 
matters of possible impropriety in confidence.
The Audit Committee and the Board have reviewed the need for an internal 
audit function and are satisfied that, to date, this has not been required. 
The Board confirms that it intends to review the need for an internal audit 
function at least annually.
Auditor’s independence and objectivity
The Audit Committee monitors the non‑ audit services being provided to 
the Group by the auditor to ensure that their independence and objectivity 
are not impaired. Any non‑ audit services that may be perceived to be in conflict 
with the role of the external auditor must be submitted to the Committee for 
approval prior to engagement, regardless of the amounts involved. The auditor 
is prohibited from performing services where it may be required to audit its 
own work or participate in activities that would normally be undertaken by 
management. Details of the amounts paid to the external auditor during the 
year for audit and other services are set out in note 3 to the financial statements.
The Remuneration Committee
The members of the Remuneration Committee are:
 e John Colley (Chairman) (until 25 September 2013 and from 31 July 2014)
 e Declan Billington (Chairman) (from 25 September 2013 to 31 July 2014)
 e David Gray
The Committee will meet at least annually and will agree further meetings 
at its discretion. The duties of the Committee are to:
 e determine and agree with the Board the framework or broad policy for 
the remuneration of the Executive Directors, the senior managers and 
any other employees specified by the Board;
 e within the terms of the agreed Board policy, determine individual 
remuneration packages including bonuses, incentive payments, 
share options, pension arrangements and any other benefits;
 e determine the contractual terms on termination and individual 
termination payments, ensuring that the duty of the individual 
to mitigate loss is fully recognised;
 e in determining individual packages and arrangements, give due regard to 
the comments and recommendations of the AIM Rules and the principles 
of good governance; 
 e be told of and be given the chance to advise on any major changes 
in employee benefit structures in the Company;
 e recommend and monitor the level and structure of remuneration for 
senior managers and any other employees below Board level as required;
 e agree the policy for authorising claims for expenses from the 
Chief Executive and from the Chairman of the Board; and
 e recommend an annual report for the Board to put to shareholders 
on Executive remuneration compliant with relevant legal and 
regulatory provisions.
The Committee is authorised by the Board to:
 e seek any information it requires from any employee of the Company 
in order to perform its duties;
 e be responsible for establishing the selection criteria and then for 
selecting, appointing and setting the terms of reference for any 
remuneration consultants providing advice to the Committee 
at the Company’s expense; and
 e obtain at the Company’s expense, outside legal or other professional 
advice where necessary in the course of its activities.
The Nomination Committee
The Nomination Committee comprises the following members:
 e John Colley (Chairman)
 e David Gray
 e Declan Billington (from 25 September 2013 until 31 July 2014)
The function of the Nomination Committee is to provide a formal, rigorous 
and transparent procedure for the appointment of new Directors to the Board. 
In carrying out its duties, the Nomination Committee is primarily responsible for:
 e identifying and nominating candidates to fill Board vacancies;
 e evaluating the structure and composition of the Board with regard 
to the balance of skills, knowledge and experience and making 
recommendations accordingly;
 e reviewing the time requirements of Non‑ executive Directors;
 e giving full consideration to succession planning; and
 e reviewing the leadership of the Group.
Corporate governance report continued 19
Corporate governance
Annual report and accounts 2014 Superglass Holdings PLC
Internal control
The Board is responsible for the Group’s system of internal controls and 
for reviewing its effectiveness. The implementation and maintenance 
of the risk management and internal control systems are the responsibility 
of the Executive Directors and other senior management. The system is 
designed to manage rather than eliminate the risk of failure to achieve 
business objectives and provide reasonable, but not absolute, assurance 
against material misstatement or loss.
The Group operates within a clearly defined organisational structure with 
established responsibilities, authorities and reporting lines to the Board. 
The organisational structure has been designed in order to plan, execute, 
monitor and control the Group’s objectives effectively and ensure that a 
strong internal control culture becomes embedded in the operations. The 
Chairman of the Audit Committee reports to the Board on issues relating 
to internal controls and risk management issues following each Audit 
Committee meeting.
The Group views the careful management of business risks as a key management 
activity. These business risks, which may be strategic, operational, reputational, 
financial or environmental, should be understood and visible. The business 
context determines in each situation the level of acceptable risk and controls. 
Risk assessment is a regular agenda item at Board meetings at which business 
risks will be identified, the probability of risks occurring will be quantified and the 
impact on the business. Risk management forms part of an integrated assurance 
framework which includes management review and external audit which consider 
controls only to the extent necessary to form an opinion on the truth and fairness 
of the annual financial statements. The aim is to ensure that the business 
understands the key risks it faces, has an embedded risk management approach 
to all of its activities, links risk management to business performance reporting 
and seeks continual improvement in the management of risk by sharing best 
practice throughout the organisation. 
Going concern
In determining whether the Group’s 2014 financial statements can be 
prepared on a going concern basis, the Directors considered all factors likely 
to affect its future development, performance and financial position, including 
cash flows, liquidity position and borrowing facility, and the risks and uncertainties 
relating to the business activities in the current economic climate. These are 
set out in the Principal Risks and Uncertainties on pages 12 and 13 and in 
the notes to the financial statements.
The key factors considered by the Directors were:
 e the rate of growth in demand across construction markets and the impact 
of changes in Government‑led demand generating initiatives such as  
ECO/Green Deal;
 e movements in input prices and the availability of credit from suppliers; 
 e the ability of the Group to maintain its frequency of receipt of trade 
receivables and the credit risk associated with these balances;
 e the competitive environment in which the Group operates;
 e the potential actions that could be taken in the event that revenues are 
lower than expected in order to protect cash flows and operating profit; and
 e the finance facilities available to the Group, including the availability 
of any short‑ term funding required. 
The Group prepares regular forecasts and projections of revenues, profits 
and cash flows that are essential for identifying areas on which management 
can focus to improve performance and mitigate possible adverse impact of 
a deteriorating economic outlook. They also provide projections of working 
capital requirements and adherence to banking covenants.
The Directors have reviewed the trading and cash flow forecasts as part of 
their going concern assessment, including downside sensitivities, which take 
into account the uncertainties in the current operating environment.
In particular, the Directors have also considered the adequacy of the funding 
and banking facilities available to the Group. In considering that, the Directors 
have had particular regard to the fact that subsequent to the year end and as 
set out in the Finance Review on page 11, the Group has undertaken a £6.25m 
placing, issuing 125m new shares at 5.0p each and the refinancing of the bank 
debt owed to Clydesdale Bank plc. New banking facilities of up to £4.8m were 
secured from Close Brothers plc through a combination of term loans, leasing, 
invoice discounting and revolving credit facilities.
Having considered all the factors impacting the Group’s business, including 
the refinancing completed after the year end, and having prepared relevant 
financial projections and sensitivities including financial projections which 
allow for reasonably possible downsides to the Group’s base case projections, 
the Directors have a reasonable expectation that the Company and the Group 
have adequate resources to continue in operational existence for the foreseeable 
future. Accordingly, the Directors continue to adopt the going concern basis 
in preparing the Group’s 2014 financial statements.
Relations with shareholders
The Board recognises the importance of maintaining effective communication 
with its shareholders to ensure its strategy and performance is understood. This 
is achieved principally through the annual report and the AGM. The Company’s 
annual and interim results, as well as all announcements issued to the London 
Stock Exchange, are published on the Company’s website, www.superglass.co.uk. 
The Company maintains a regular dialogue with institutional investors and 
broker analysts, providing them with such information that is appropriate and 
necessary on the Company’s performance and future plans as is permitted 
under the guidelines of the AIM Rules. In particular, twice a year, following 
announcement of the interim and full‑year results, formal presentations are 
made to institutional shareholders, where they have the opportunity to raise 
any questions.
The Board recognises that the AGM is the principal forum for dialogue 
with private shareholders and all shareholders are invited to attend. The AGM 
provides all shareholders with the opportunity to develop their understanding 
of the Company and ask questions of the Board on matters put to the 
meeting including the annual report and accounts. 20
Corporate governance
Superglass Holdings PLC Annual report and accounts 2014
The Directors submit their report and the audited accounts of the Group 
and the Company for the year ended 31 August 2014.
Principal activities and business review
The principal activity of the Group is the manufacture and sale of glass 
fibre insulation. The Chief Executive’s Review on pages 8 and 9 and the 
Financial Review on pages 10 and 11 contain a review of the Group’s activities, 
an analysis of key performance indicators, a description of the market in 
which the Group operates and an analysis of the key risks and uncertainties 
facing the Group.
Results and dividends
The loss before tax was £6.8m (2013: £7.0m). The Directors are not recommending 
the payment of a final dividend for the year ended 31 August 2014 (2013: £nil) 
which means that no dividend will be paid for the year (2013: nil pence per 
ordinary share). The Consolidated Income Statement for the year ended 
31 August 2014 is shown on page 26.
Financial instruments
The Group’s risk management objectives and policy in relation to financial 
instruments are discussed in the Treasury and financial risk management 
section of the Financial Review on page 11.
Directors and their interests
The Directors of the Company currently in office are as stated in the 
Board of Directors on pages 14 and 15. Lars Rutegård was appointed 
as a Non-executive Director on 30 October 2014.
In accordance with the Company’s Articles of Association, one-third (or the 
nearest whole number below one-third) of the Directors are required to retire 
at each AGM and each Director must submit themselves for re-election at least 
every three years, together with Directors appointed by the Board since the 
date of any notice convening the previous AGM. At the 2015 AGM, David Gray 
will retire by rotation and will offer himself for re-election and Lars Rutegård, 
having been appointed since the date of notice convening the previous AGM, 
offers himself for re-election. In addition and in accordance with the principles 
of good governance, all of the remaining Directors will offer themselves for 
election/re-election at the forthcoming AGM.
The interests of the Directors, as defined by the Companies Act 2006, in the 
ordinary shares of the Company are as follows:
Ordinary shares
At 
31 August
2014
At
31 August
2013
J G Colley 20,000 20,000
D M Gray 213 213
A J McLeod 20,000 20,000
C P Lea — —
Directors’ indemnities
The Directors have the benefit of qualifying third party indemnity provisions 
contained in the Company’s Articles of Association, which were in force 
throughout the year and remain in force as at the date of signing these 
financial statements.
Share capital
Subsequent to 31 August 2014 the Company concluded a capital 
restructuring and equity raise, details of which can be found in note 29 
to the financial statements.
This change has resulted in there being five classes of equity share in issue: 
1.0p ordinary shares, 19.0p deferred shares, 20.0p deferred shares, 24.0p 
deferred shares and 25.0p convertible shares. The par value of the ordinary 
shares in issue has changed from 25.0p each to 1.0p each and the number 
of ordinary shares in issue has also changed.
Convertible shares are convertible into 2,800,757 ordinary shares if certain 
conditions are met. Convertible shares will not be admitted to AIM or any 
investment exchange and will have no voting rights attaching, save in 
limited circumstances.
Donations
During the year the Company made no political donations (2013: £nil) 
and charitable donations amounted to £1,140 (2013: £340).
Rights attaching to shares
The rights attaching to the ordinary shares are defined in the Company’s 
Articles of Association. The Articles of Association may be changed with the 
agreement of shareholders. 
Subject to any restrictions below, shareholders, if ordinary shareholders, may 
attend any general meeting of the Company and, on a show of hands, every 
shareholder (or his representative) who is present at a general meeting has 
one vote on each resolution.
Shareholders have the right to dividends approved in a general meeting 
and approved by the Board and can declare final dividends by passing an 
ordinary resolution but the amount of the dividends cannot exceed the 
amount recommended by the Board. The Board may, if authorised by an 
ordinary resolution of the shareholders, offer any shareholder the right to 
elect to receive new ordinary shares, which will be credited as fully paid, 
instead of their cash dividend. 
If the Company is wound up, the liquidator can, with the sanction of an 
extraordinary resolution passed by the shareholders, divide among the 
shareholders all or any part of the assets of the Company and he can value 
any assets and determine how the division shall be carried out as between 
the members or different classes of members. No shareholders can be compelled 
to accept any asset that would give them a liability.
The Company can issue new shares and attach any rights to them. If there is 
no restriction by special rights attaching to existing shares, rights attaching 
to new shares can take priority over the rights of existing shares, or the new 
shares and the existing shares are deemed to be varied (unless the rights 
expressly allow it) by a reduction of paid up capital or if another share of 
that same class is issued and ranks in priority for payment of dividend or 
in respect of capital or more favourable voting rights.
Agreements with employees and significant agreements
There are no agreements between the Company and its Directors or 
employees providing for compensation for loss of office or employment 
(whether through resignation, purported redundancy or otherwise) that 
occurs because of a takeover bid.
The Company’s banking arrangements are terminable upon change 
of control of the Company. 
Directors’ report 21
Corporate governance
Annual report and accounts 2014 Superglass Holdings PLC
Major shareholders
As at 31 October 2014 the following had notified the Company of an interest 
of 3% or more in the Company’s issued ordinary share capital:
Number of 
ordinary
shares
Percentage
of issued
ordinary 
shares
%
Bronsstädet AB 59,583,572 38.90
River and Mercantile Asset Management 24,190,000 15.81
Ennismore Fund Management Limited 16,107,088 10.53
City Financial Investment Company Limited 14,641,386 9.57
Miton Group plc 10,925,407 7.14
Michael Chadwick 8,627,912 5.64
W&R Barnett Limited 7,248,000 4.74
Power to allot shares and authority for the Company 
to purchase its own shares
The Directors propose to renew the general authority of the Company to 
make market purchases of its own shares to a total of 15,300,678 ordinary 
shares (representing approximately 10% of the issued ordinary share capital 
of the Company) and within the price constraints set out in the special 
resolution to be proposed at the forthcoming AGM.
Employment
The Company’s policy on employee involvement is to adopt an open 
management style, thereby encouraging informal consultation at all 
levels about aspects of the Company’s operations. 
Employment policies are designed to provide equal opportunities irrespective 
of colour, ethnic or natural origin, nationality, sex, religion, age or marital or 
disabled status.
Payment to suppliers
It is the Company’s policy to make payment to suppliers on our standard 
supplier terms unless alternative terms are agreed. The Company seeks 
to abide by these payment terms whenever it is satisfied that the supplier 
has provided the goods or services in accordance with the agreed terms 
and conditions.
The number of days’ purchases outstanding for the Group at 31 August 2014 
was 117 days (2013: 105 days). The number of days’ purchases outstanding 
for the Company was 146 (2013: 117).
Disclosure of information to auditor
The Directors who held office at the date of approval of this Directors’ Report 
confirm that, so far as they were each aware, there is no relevant audit information 
of which the Company’s auditor is unaware and each Director has taken all 
the steps that he ought to have taken as a Director to make himself aware of 
any relevant audit information and to establish that the Company’s auditor 
is aware of that information.
Auditor
In accordance with section 489 of the Companies Act 2006, a resolution 
for the re‑ appointment of KPMG LLP as auditor of the Company is to be 
proposed at the forthcoming AGM.
Annual General Meeting
The notice convening the AGM, which will be held at the offices of Maclay 
Murray & Spens LLP, Quartermile One, 15 Lauriston Place, Edinburgh EH3 9EP 
on Wednesday 21 January 2015 at 11.00am, is included within this report, 
together with the explanation of any items of special business.
By order of the Board
Chris Lea
Finance Director
19 November 2014 22
Corporate governance
Superglass Holdings PLC Annual report and accounts 2014
Remuneration Committee membership
During the year the Remuneration Committee (the “Committee”) comprised 
the following Non‑ executive Directors:
 e John Colley (Chairman) until 25 September 2013 and from 31 July 2014
 e Declan Billington (Chairman) from 25 September 2013 until 31 July 2014 
 e David Gray
Responsibilities of the Committee
The Committee is responsible for determining all aspects of the remuneration 
of Executive Directors and Senior Executives within the framework of the 
general policy set by the Board and described below.
The remuneration of the Non‑ executive Directors is determined by the 
Executive Directors and approved by the Board. The wider Board is 
responsible for determining the remuneration of the Chairman. 
The Committee has formal terms of reference set by the Board modelled on 
the UK Corporate Governance Code, which are available from the Company 
and placed on the Company website.
Remuneration policy, practice and principles
The Board recognises that the Company’s continuing success depends on 
the quality and motivation of its employees. The Group aims to ensure that 
its remuneration packages are competitive so that they align the interests of 
shareholders, Directors and Senior Executives and attract, retain and motivate 
high calibre individuals, rewarding the Executive Directors fairly for their 
contributions, whilst remaining within the range of benefits offered by 
similar companies. 
The total reward position is analysed by looking across each of the 
different elements of remuneration, including salary, pension, bonus 
and long‑ term incentives.
In considering and determining suitable remuneration packages for the 
Executive Directors, the Committee gives full consideration to the relevant 
best practice provisions set out in the UK Corporate Governance Code and 
takes account of pay structures in place for other employees of the 
Company. The Committee also determines the extent to which all 
performance targets are met.
Remuneration package 
The total remuneration package is designed to include performance and 
non‑ performance‑ related elements. Non‑ performance elements include 
salary, taxable benefits and pension entitlements. All other parts of the 
package are performance‑ related and relate to a mixture of cash and 
share‑ based incentives, described in detail below.
The main elements of the remuneration package for Executive Directors are:
 e basic salary;
 e performance‑ related bonus;
 e pension contribution;
 e Performance Share Plan; and
 e benefits.
Share options are awarded from time to time to other Senior Executives.
Bonus scheme
During the year ended 31 August 2014 the bonus scheme in operation 
related to Alex McLeod, Chris Lea and Allan Clow. The bonus scheme that 
is in operation is based on the achievement of Group profit before tax and 
on individual performance targets. Payment of the profit‑ related element 
commences at budgeted profit levels and increases as profit before tax 
increases, up to 125% of budgeted profit before tax. Bonus payments earned 
through achievement of individual personal performance targets are reduced 
by 50% if budgeted profit before tax levels are not achieved. Maximum award 
is limited to 75% of salary. Non‑ executive Directors do not participate in the 
Company bonus scheme.
Pensions
Alex McLeod and Chris Lea are both members of the Company’s Group 
Sponsored Personal Pension Plan, a defined contribution scheme under 
which the Company makes an annual contribution of 15% of basic annual 
salary. This may be supplemented by each member as desired and as 
permitted under current pension legislation. Annual bonuses, where they 
are awarded, are not pensionable.
Share incentive plan
The Committee has approved a Performance Share Plan (PSP) for 
Executive Directors.
Under the terms of the PSP, Executive Directors may be awarded conditional 
awards of free shares or nil‑ cost options. The maximum market value over 
which individual awards could be made is 100% of salary. 
The Committee has considered whether there should be an element of 
the performance condition based on TSR but in view of the lack of a natural 
peer group and reflecting a strong desire to maximise shareholder value from 
earnings growth over the medium to long term, the performance target 
applying to the awards was based solely on adjusted earnings per share 
(EPS) growth targets. Details of shares awarded under the PSP are included 
in Table 1 – Performance Share Plan.
Service contracts
The Company’s policy on the duration of Directors’ contracts is that:
 e Executive Directors should have rolling service contracts terminable on no 
more than twelve months’ notice served by the Company or the Director; 
 e Non‑ executive Directors are appointed for three years unless terminated 
by either party giving three months’ notice; and
 e the contracts for Declan Billington and Lars Rutegård are between the 
Company and their respective employers.
Directors’ service
Date of 
contract
Notice
period
Executive
J G Colley 17 March 2012 Three months
A J McLeod 1 October 2009 Twelve months
C P Lea* 2 December 2013 Six months
A J Clow** 28 August 2012 Six months
Non-executive
D M Gray 1 July 2012 Three months
D G Billington*** 25 September 2013 Three months
L J Rutegård**** — —
*   Appointed 2 December 2013. 
**   Resigned 29 November 2013. 
***  Resigned 31 July 2014. 
**** Appointed 30 October 2014.
Directors’ remuneration report 23
Corporate governance
Annual report and accounts 2014 Superglass Holdings PLC
Table 1 – Performance Share Plan
31 August
2013
Granted
during
the year
Lapsed
during
the year
31 August
2014
Market
price
of award
(pence) 
Exercise
price
Performance
period
Date of
award
Exercise
date
A J McLeod 1,167 — (1,167) — 13,250.0 nil Three years 20/12/2010 20/12/2013
23,303 — — 23,303 650.0 nil Three years 07/12/2011 07/12/2014
340,909 — — 340,909 44.0 nil Three years 01/07/2013 01/07/2016
J G Colley — 189,873 — 189,873 39.5 nil Three years 23/12/2013 23/12/2016
Table 2 – Directors’ remuneration
The remuneration of the Directors for the year was as follows:
Salary/fees
£000
Bonus
£000
Benefits
1
£000
Pension
2
£000
2014
Total
£000
2013
Total
£000
Executive Directors
J G Colley 71 — — — 71 50
A J McLeod 150 11 12 22 195 241
C P Lea 82 39 10 12 143 —
A J Clow 30 — 5 13 48 152
Non-executive Directors
D M Gray 40 — — — 40 40
D G Billington — — — — — —
373 50 27 47 497 483
1 Benefits principally comprise provision of motor vehicle and private healthcare insurance.
2 Pension contributions represent defined contribution payments.
The Directors’ beneficial interests in shareholdings in the Company are shown on page 20.
Share price
The market price for shares in Superglass Holdings PLC ranged from 24.3p to 54.0p during the year and was 24.3p on 31 August 2014.
Approval by shareholders
At the AGM of the Company to be held on 21 January 2015, a resolution approving this report is to be proposed as an ordinary resolution.
This report was approved by the Board on 19 November 2014 and signed on its behalf by:
John Colley
Chairman, Remuneration Committee
19 November 2014 24
Corporate governance
Superglass Holdings PLC Annual report and accounts 2014
The Directors are responsible for preparing the annual report and the Group 
and parent company financial statements in accordance with applicable law 
and regulations. 
Company law requires the Directors to prepare Group and parent company 
financial statements for each financial year. As required by the AIM Rules of 
the London Stock Exchange they are required to prepare the Group financial 
statements in accordance with IFRSs as adopted by the EU and applicable 
law and have elected to prepare the parent company financial statements in 
accordance with UK Accounting Standards and applicable law (UK Generally 
Accepted Accounting Practice). 
Under company law the Directors must not approve the financial statements 
unless they are satisfied that they give a true and fair view of the state of 
affairs of the Group and parent company and of their profit or loss for that 
period. In preparing each of the Group and parent company financial 
statements, the Directors are required to: 
 e select suitable accounting policies and then apply them consistently; 
 e make judgements and estimates that are reasonable and prudent; 
 e for the Group financial statements, state whether they have been prepared 
in accordance with IFRSs as adopted by the EU; 
 e for the parent company financial statements, state whether applicable 
UK Accounting Standards have been followed, subject to any material 
departures disclosed and explained in the financial statements; and 
 e prepare the financial statements on the going concern basis unless 
it is inappropriate to presume that the Group and the parent company 
will continue in business.
The Directors are responsible for keeping adequate accounting records that 
are sufficient to show and explain the parent company’s transactions and 
disclose with reasonable accuracy at any time the financial position of the 
parent company and enable them to ensure that its financial statements 
comply with the Companies Act 2006. They have general responsibility for 
taking such steps as are reasonably open to them to safeguard the assets 
of the Group and to prevent and detect fraud and other irregularities. 
The Directors are responsible for the maintenance and integrity of the 
corporate and financial information included on the Company’s website. 
Legislation in the UK governing the preparation and dissemination of 
financial statements may differ from legislation in other jurisdictions.
Alex McLeod  Chris Lea
Chief Executive Officer Finance Director
19 November 2014
Statement of Directors’ responsibilities
in respect of the annual report and the financial statements 25
Financial statements
Annual report and accounts 2014 Superglass Holdings PLC
Independent auditor’s report
to the members of Superglass Holdings PLC
We have audited the financial statements of Superglass Holdings PLC for the year ended 31 August 2014 set out on pages 26 to 52. The financial reporting 
framework that has been applied in the preparation of the Group financial statements is applicable law and International Financial Reporting Standards 
(IFRSs) as adopted by the EU. The financial reporting framework that has been applied in the preparation of the parent company financial statements is 
applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice). 
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been 
undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. 
To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members, as a body, 
for our audit work, for this report, or for the opinions we have formed. 
Respective responsibilities of Directors and auditor 
As explained more fully in the Directors’ Responsibilities Statement set out on page 24, the Directors are responsible for the preparation of the financial 
statements and for being satisfied that they give a true and fair view. Our responsibility is to audit, and express an opinion on, the financial statements in 
accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices 
Board’s Ethical Standards for Auditors. 
Scope of the audit of the financial statements 
A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s website at www.frc.org.uk/auditscopeukprivate. 
Opinion on financial statements 
In our opinion: 
 e the financial statements give a true and fair view of the state of the Group’s and of the parent company’s affairs as at 31 August 2014 and of the Group’s 
loss for the year then ended; 
 e the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the EU; 
 e the parent company financial statements have been properly prepared in accordance with UK Generally Accepted Accounting Practice; 
 e the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. 
Opinion on other matter prescribed by the Companies Act 2006 
In our opinion the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared 
is consistent with the financial statements. 
Matters on which we are required to report by exception 
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: 
 e adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches 
not visited by us; or 
 e the parent company financial statements are not in agreement with the accounting records and returns; or 
 e certain disclosures of Directors’ remuneration specified by law are not made; or 
 e we have not received all the information and explanations we require for our audit. 
Hugh Harvie (Senior Statutory Auditor) 
for and on behalf of KPMG LLP, Statutory Auditor 
Chartered Accountants 
20 Castle Terrace
Edinburgh
EH1 2EG
19 November 2014 
Financial statements 26
Superglass Holdings PLC Annual report and accounts 2014
Financial statements
Note
31 August
2014
£000
31 August
2013
£000
Revenue 23,507 24,390
Cost of sales (21,921) (22,700)
Cost of sales – exceptional (336) (576)
Gross profit 1,250 1,114
Distribution expenses (3,761) (3,610)
Distribution expenses – exceptional (162) —
Administrative expenses (3,456) (2,697)
Administrative expenses – exceptional (758) (5,868)
Other operating income 236 52
Operating loss (6,651) (11,009)
Analysed as:
Operating loss before IFRS 2 credit (6,651) (11,403)
IFRS 2 credit relating to share options — 394
Operating loss (6,651) (11,009)
Exceptional credit relating to debt for equity swap 20 — 4,731
Financial expenses 6 (151) (488)
Financial expenses – exceptional 6 — (237)
Loss before taxation 3 (6,802) (7,003)
Analysed as:
Loss before taxation, exceptional items and amortisation of intangible assets (5,546) (5,053)
Exceptional credit relating to debt for equity swap — 4,731
Exceptional expenses 5 (1,256) (1,681)
Exceptional goodwill impairment charge 5,10 — (5,000)
Loss before taxation (6,802) (7,003)
Taxation 7 250 1,462
Loss for the year attributable to equity holders of the parent (6,552) (5,541)
Loss per share
Basic loss per share 22 (24.3)p (67.0)p
Diluted loss per share 22 (24.3)p (67.0)p
31 August
2014
£000
31 August
2013
£000
Loss for the year (6,552) (5,541)
Total recognised comprehensive expense for the year attributable to equity holders of the parent (6,552) (5,541)
Consolidated income statement
for the year ended 31 August 2014
Consolidated statement of comprehensive 
income and expense
for the year ended 31 August 2014 27
Financial statements
Annual report and accounts 2014 Superglass Holdings PLC
Consolidated balance sheet
at 31 August 2014
2014 2013 (restated)
Note £000 £000 £000 £000
Non-current assets
Property, plant and equipment 9 17,932 19,463
Intangible assets 10 4,527 4,530
Deferred tax 12 614 364
23,073 24,357
Current assets
Inventories 13 1,358 2,716
Trade and other receivables 14 1,571 1,687
Cash and cash equivalents 15 2,954 7,979
5,883 12,382
Total assets 28,956 36,739
Current liabilities
Interest-bearing loans and borrowings 16 254 248
Trade and other payables 18 6,780 7,887
Deferred Government grants 23 210 176
7,244 8,311
Non-current liabilities
Interest-bearing loans and borrowings 16 3,139 3,369
Deferred Government grants 23 1,504 1,481
4,643 4,850
Total liabilities 11,887 13,161
Net assets 17,069 23,578
Equity attributable to equity holders of the parent 
Share capital 20 20,235 20,235
Share premium 21,786 21,786
Retained earnings (24,952) (18,443)
Total equity 17,069 23,578
These financial statements were approved by the Board of Directors on 19 November 2014 and were signed on its behalf by:
John Colley   Chris Lea      Company number
Executive Chairman   Finance Director     05423253
Financial statements 28
Financial statements
Superglass Holdings PLC Annual report and accounts 2014
Note
31 August
2014
£000
31 August
2013
£000
Cash flows from operating activities
Loss for the year (6,552) (5,541)
Adjustments for:
Exceptional credit arising on debt for equity swap — (4,731)
Exceptional provision on inventories 183 —
Exceptional loss on disposal of tangible fixed assets — 576
Exceptional goodwill impairment — 5,000
Disposal of licence intangible asset — 489
Provision on finished goods inventories — 38
Depreciation and amortisation 2,368 2,053
Government grant income (183) (102)
Net financial expense 6 151 725
Taxation 7 (250) (1,462)
Equity-settled share-based payment transactions 43 (383)
Cash from operating activities before changes in working capital and provisions (4,240) (3,338)
Decrease/(increase) in inventories 1,175 (120)
Decrease/(increase) in trade and other receivables 116 (529)
Decrease in trade, other payables and deferred Government grants (867) (466)
Cash generated from operations (3,816) (4,453)
Finance costs (151) (725)
Tax received — 60
Net cash used in operating activities (3,967) (5,118)
Cash flows from investing activities
Acquisition of intangible assets (5) —
Acquisition of property, plant and equipment (799) (3,467)
Net cash used in investing activities (804) (3,467)
Cash flows from financing activities
Proceeds from issuing ordinary shares 20 — 12,900
Ordinary share issue costs — (681)
Drawn down on revolving credit facility — 6,125
Repayment of borrowings 16 — (3,000)
Payment of finance lease liabilities 16 (254) (124)
Net cash (used in)/from financing activities (254) 15,220
Net (decrease)/increase in cash and cash equivalents (5,025) 6,636
Cash and cash equivalents at beginning of year 7,979 1,343
Cash and cash equivalents at end of year 2,954 7,979
Consolidated cash flow statement
for the year ended 31 August 2014 29
Financial statements
Annual report and accounts 2014 Superglass Holdings PLC
Consolidated statement of changes in equity
for the year ended 31 August 2014
Share
capital
£000
Share
premium
£000
Retained
earnings
£000
Total
equity
£000
Balance at 31 August 2012 13,035 10,261 (7,007) 16,289
Total comprehensive income for the year — — (5,541) (5,541)
Ordinary share capital issued in the year 6,500 6,500 — 13,000
Convertible share capital issued in the year 700 — — 700
Adjustment in respect of fair value of convertible instruments — 294 — 294
Share issue costs recognised directly in equity — — (781) (781)
Transfer on exchange of debt for equity — 4,731 (4,731) —
Equity-settled share-based payments — — (383) (383)
Balance at 31 August 2013 20,235 21,786 (18,443) 23,578
Total comprehensive expense for the year — — (6,552) (6,552)
Equity-settled share-based payments — — 43 43
Balance at 31 August 2014 20,235 21,786 (24,952) 17,069
Financial statements 30
Financial statements
Superglass Holdings PLC Annual report and accounts 2014
Notes forming part of the financial statements
for the year ended 31 August 2014
1 Accounting policies
Superglass Holdings PLC is a company domiciled and incorporated in the United Kingdom. The financial statements were approved by the Board 
on 19 November 2014.
Statement of compliance
The consolidated financial statements have been prepared in accordance with IFRS (including International Financial Reporting Interpretations Committee 
(IFRIC) interpretations) as adopted by the EU (adopted IFRS). The Company has elected to prepare its parent company financial statements in accordance 
with UK GAAP. These are presented on pages 49 to 52.
Basis of preparation
The financial statements are prepared on the historical cost basis. The consolidated financial statements are presented in Pounds Sterling, which is the 
Company’s presentational and functional currency. The principal accounting policies applied in the preparation of these consolidated financial statements 
are set out below. These policies have been consistently applied to all years unless otherwise stated. The financial statements have been prepared on the 
going concern basis for the reasons outlined on page 19.
The preparation of financial statements in conformity with EU adopted IFRS requires the Directors to make judgements, estimates and assumptions that 
affect the application of policies and reported amounts of assets and liabilities, income and expense. The estimates and judgements are based on historical 
experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements 
about carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The accounting 
policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements. 
Basis of consolidation
The consolidated financial statements comprise Superglass Holdings PLC and its subsidiaries. The financial statements of subsidiaries are prepared to the 
same reporting date as the parent company. Intra-group transactions and balances, including any unrealised gains and losses or income and expenses 
arising from intra-group transactions, are eliminated in full.
Subsidiaries are entities controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and 
operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that are currently exercisable or 
convertible are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that 
control commences until the date that control ceases. 
Foreign currency
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities 
denominated in foreign currencies at the balance sheet date are translated at the foreign exchange rate ruling at that date. Foreign exchange differences 
arising on translation are recognised in the income statement. 
Classification of financial instruments issued by the Group
In accordance with IAS 32, financial instruments issued by the Group are treated as equity (i.e. forming part of shareholders’ funds) only to the extent 
that they meet the following two conditions:
 e they include no contractual obligations upon the Company (or Group as the case may be) to deliver cash or other financial assets to, or to exchange 
financial assets or financial liabilities with, another party under conditions that are potentially unfavourable to the Company (or Group); and 
 e where the instrument will or may be settled in the Company’s own equity instruments, it is either a non-derivative that includes no obligation to deliver 
a variable number of the Company’s own equity instruments or is a derivative that will be settled by the Company exchanging a fixed amount of cash or 
other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form 
of the Company’s own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts 
in relation to those shares. 
Where a financial instrument that contains both equity and financial liability components exists, these components are separated and accounted for 
individually under the above policy. The finance rate on the financial liability component is correspondingly higher over the life of the instrument.
Finance payments associated with financial liabilities are dealt with as part of finance expenses. Finance payments associated with financial instruments 
that are classified in equity are dividends and are recorded directly in equity.
Exceptional items
Exceptional items are disclosed and described separately in the financial statements where necessary to do so to provide further understanding of the financial 
performance of the Group. They are material items of income or expense that have been shown separately due to the significance of their nature or amount. 
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for and depreciated as separate items of property, 
plant and equipment. 31
Financial statements
Annual report and accounts 2014 Superglass Holdings PLC
1 Accounting policies continued
Property, plant and equipment continued
Leases under which the Group assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance leases. Leased assets 
acquired by way of finance lease are stated at an amount equal to the lower of their fair value and the present value of the minimum lease payments at 
inception of the lease, less accumulated depreciation and impairment losses. Lease payments are accounted for as described below.
Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. 
From time to time useful economic life may be extended where it is certain that the asset will remain in use beyond its original estimated life. Residual values of buildings, 
property, plant and equipment are estimated to be £nil. Land and assets in the course of construction are not depreciated. The estimated useful lives are as follows:
Buildings    50 years
Plant, machinery and equipment 9–15 years 
Motor vehicles   4 years
Intangible assets and goodwill
Goodwill represents amounts arising on acquisition of subsidiaries and represents the difference between the fair value of the assets, liabilities and contingent 
liabilities acquired in a business combination and the fair value of the consideration given. Identifiable intangibles are those which can be sold separately or 
which arise from legal rights regardless of whether those rights are separable. Goodwill is stated at cost less any accumulated impairment losses. Goodwill is 
allocated to a cash-generating unit (CGU) and is not amortised but is tested annually for impairment. 
The cost to the Group of licence agreement assets was determined by the fair value of the historical costs inflated to current prices, net of impairment losses, 
which is an approximation to market value. The Directors consider that the licence, which runs in perpetuity with no further payments due, has an indefinite 
useful life and therefore licence agreement assets are not amortised but are tested annually for impairment. 
The cost to the Group of customer contractual relationships acquired as part of a business combination is determined by the net present value of the future 
cash flow benefits anticipated to arise from the contractual arrangements less accumulated amortisation and impairment losses. Computer software is stated 
at purchase cost less accumulated amortisation and impairment losses. Amortisation is charged to the income statement on a straight-line basis over the 
estimated useful lives of intangible assets. The estimated useful lives are as follows:
Computer software   3 years
Contractual customer relationships 6 years
Trade and other receivables
Trade and other receivables are initially measured on the basis of their fair value then carried at amortised cost less impairment charges.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is based on the first-in first-out principle and includes expenditure incurred in 
acquiring the inventories and bringing them to their existing location and condition. In the case of manufactured inventories, cost includes an appropriate 
share of overheads based on normal operating capacity. Engineering spares included within inventories are stated at cost less any provision for impairment.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group’s 
cash management are included as a component of cash and cash equivalents for the purpose only of the Statement of Cash Flows. Where there is a right of 
set off in place the cash and cash equivalents figure is stated net of the facilities.
Impairment
The carrying amounts of the Group’s non-financial assets other than inventories and deferred tax assets are reviewed at each balance sheet date to determine 
whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. 
For goodwill and intangible assets that have an indefinite useful life, the recoverable amount is estimated at each balance sheet date.
An impairment loss is recognised whenever the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are 
recognised in the income statement.
Impairment losses recognised in respect of the CGU are allocated first to reduce the carrying amount of any goodwill allocated to the Group’s CGU and then 
to reduce the carrying amount of the other assets in the unit on a pro rata basis. The Group has one CGU. 
Calculation of recoverable amount
The recoverable amount of assets or CGU is the greater of their fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows 
are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the 
asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the CGU to which the asset belongs.
Reversals of impairment
An impairment loss in respect of goodwill is not reversed. 
In respect of other assets, an impairment loss is reversed when there has been a change in the estimates used to determine the recoverable amount. 32
Financial statements
Superglass Holdings PLC Annual report and accounts 2014
Notes forming part of the financial statements continued
1 Accounting policies continued
Reversals of impairment continued 
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, 
net of depreciation or amortisation, if no impairment loss had been recognised.
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing 
borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the income statement over the period 
of the borrowings on an effective interest basis.
Employee benefits
Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive 
obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an employee benefit expense in the income 
statement when they are due. Pre-paid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.
Provisions
Any provision is recognised in the balance sheet when the Group has a legal or constructive obligation as a result of a past event and it is probable that an 
outflow of economic benefits will be required to settle the obligation. If the effect were to be material, provisions are determined by discounting the expected 
future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
Revenue
Revenue comprises the sale of goods net of cash settlement discount and volume-related retrospective rebates, excluding sales taxes. Revenue from the 
sale of goods is recognised in the income statement when goods have been dispatched to the customer. Cash discounts available for timely settlement of 
receivables that are outstanding but within terms are estimated and recognised as a reduction from revenue where it is probable that the discount will 
be taken. Estimates are made of the amount likely to be paid to customers in respect of volume rebates and this is deducted from revenue as it is recognised. 
Where the Group sells to distributors, revenue is recognised when there are no further redistribution obligations on the Group. Returns are only accepted 
where product quality has been shown to be an issue. 
Expenses
Operating lease payments
Payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the lease.
Finance lease payments
Minimum lease payments are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated 
to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Net financing costs
Finance expenses comprise interest payable, finance charges on shares classified as liabilities and finance leases, interest receivable on funds invested 
and foreign exchange gains and losses that are recognised in the income statement.
Interest income and interest payable is recognised in the income statement as it accrues, using the effective rate of interest method. 
Grant income
Government grants relate primarily to regional selective assistance received on the achievement of certain job creation and job protection targets as well 
as related capital expenditure.
Government grants are recognised initially as deferred income when there is reasonable assurance that they will be received and that the Group will 
comply with the conditions associated with the grant. Grants that compensate the Group for expenses incurred are recognised in the income statement 
on a systematic basis in the same periods in which the expenses are recognised. Grants that compensate the Group for the cost of an asset are recognised 
in the income statement on a systematic basis over the useful life of the asset. 
Taxation
Tax comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, 
in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date 
and any adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts 
used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or 
liabilities that affect neither accounting nor taxable profit other than in a business combination; and differences relating to investments in subsidiaries to 
the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation 
or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. 33
Financial statements
Annual report and accounts 2014 Superglass Holdings PLC
1 Accounting policies continued
Earnings per share
Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of 
ordinary shares outstanding during the period. Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary shareholders 
and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares.
Share-based payment transactions
The Company operates three equity-settled share-based compensation plans being the PSP Long-Term Incentive Plan for employees including Executive 
Directors and the CSOP Long-Term Incentive Plan for senior managers. The fair value of shares awarded is recognised as an employee expense in the 
Consolidated Income Statement with a corresponding increase in shareholders’ equity. The fair value is measured at grant date and spread over the period 
during which the employees become unconditionally entitled to the share incentives on a straight-line basis. The fair value of the share incentives granted is 
measured using appropriate valuation models, taking into account the terms and conditions upon which the share incentives were granted. At each reporting 
date, the Group re-estimates the number of share incentives that are expected to vest based on non-market conditions. Any adjustment is recognised in the 
Consolidated Income Statement, with a corresponding adjustment to shareholders’ equity, over the remaining vesting period.
IFRS 8 Segment Reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses that relate to 
transactions with any of the Group’s other components and for which discrete financial information is available. An operating segment’s operating results 
are reviewed regularly by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance.
Interpretations and standards effective in 2014
The financial statements for the year ended 31 August 2014 are impacted by the following new standards and amendments to current standards which did 
not affect the income and net assets of the Group. 
IFRS 13 Fair Value Measurement: This new standard gives guidance as to the calculation of the fair value.
IAS 1 Presentation of Financial Statements: The amendment to this standard relates to presentation of other comprehensive income.
2 Segmental reporting
The Group has only one class of business – the manufacturing and sale of insulation materials – and as a result has only one reportable segment with no 
aggregation having been applied. The reportable segment has been identified with reference to the activities of the Group and the information used by the 
chief operating decision maker (the Board). The performance of the segment is assessed by reference to its gross profit. 
Manufacture and sale of insulation
2014
£000
2013
£000
Total revenue 23,507 24,390
Total gross profit 1,250 1,114
Depreciation and amortisation 2,368 2,053
Capital expenditure 834 4,705
All revenue is from external customers with no inter-segment revenues given the existence of only one operating segment.
The segment gross profit is reconciled to the total profit/(loss) before income tax as shown in the Consolidated Statement of Comprehensive Income and Expense.
All of the assets of the Group are managed by the Board on a central basis. All of the assets of the Group are deemed to be attributable to the reportable 
segment and, as a result, no separate reconciliation of segment assets to the total assets figure on the balance sheet is necessary.
Other information
The Group operates predominantly within the UK and Ireland with some worldwide sales, predominantly in the EU. Revenue is attributed to external 
customers based on the location of the customer.
2014
£000
2013
£000
Revenue
UK and Ireland 21,334 23,688
Rest of world 2,173 702
Non-current assets
UK and Ireland 23,073 24,357
Rest of world — —
Major customers
There were three customers (2013: four) that accounted for in excess of 10% of the Group’s revenue. These customers accounted for £4.2m (2013: £3.2m), 
£2.8m (2013: £2.5m), £2.7m (2013: £0.9m) and £1.1m (2013: £4.2m). 34
Financial statements
Superglass Holdings PLC Annual report and accounts 2014
Notes forming part of the financial statements continued
3 Loss before tax and auditor’s remuneration
Included in loss before tax are the following:
Cost of sales Administrative expenses Total
31 August
2014
£000
31 August
2013
£000
31 August
2014
£000
31 August
2013
£000
31 August
2014
£000
31 August
2013
£000
Depreciation of property, plant and equipment and intangible assets:
Owned assets 2,355 2,038 13 15 2,368 2,053
Operating lease charges:
– property 52 20 — — 52 20
– other 554 554 69 91 623 645
2,961 2,612 82 106 3,043 2,718
Operating income includes the following:
31 August
2014
£000
31 August
2013
£000
Net income/(cost) from rented premises 53 (50)
Release of deferred Government grant 183 102
236 52
Audit and non-audit fee disclosures
31 August
2014
£000
31 August
2013
£000
Audit of the Company 15 14
Audit of subsidiaries 25 24
Total audit services 40 38
Reporting required by law or regulation provided by the auditor 9 11
Tax compliance services 10 10
Tax advisory services 32 3
Total services relating to taxation 42 13
Other non-audit services not covered above — 22
Public reporting on investment circulars — 78
Total services relating to corporate finance transactions — 78
Total 91 162
4 Staff numbers and costs
The average number of persons employed by the Group (including Directors) during the year, analysed by category, was as follows:
2014
£000
2013
£000
Selling and administration 45 48
Production 113 132
158 180 35
Financial statements
Annual report and accounts 2014 Superglass Holdings PLC
4 Staff numbers and costs continued
The total payroll costs of these persons were as follows:
2014
£000
2013
£000
Wages and salaries 5,619 6,317
Social security costs 616 634
Contributions to defined contribution pension plans 169 150
Share-based payment costs/(credit) 43 (383)
6,447 6,718
Directors’ remuneration is disclosed on page 23.
Wages and salaries for the prior year have been represented to incorporate a more appropriate basis that is consistent with the current year disclosure.
5 Exceptional items
2014
£000
2013
£000
Cost of sales – yellow wool write-off 336 —
Cost of sales – disposal of tangible fixed assets — 576
Distribution costs – yellow wool storage and disposal costs 162 —
Administration costs – reorganisation costs 758 379
Administration costs – write off of intangible fixed assets — 489
Administration costs – impairment of goodwill (see note 10) — 5,000
Finance costs – refinancing costs — 237
Other income – credit on capital restructuring — (4,731)
1,256 1,950
Analysed as:
Cost of sales 336 576
Distribution costs 162 —
Administration costs 758 5,868
Finance costs — 237
Exceptional costs 1,256 6,681
Exceptional income — (4,731)
1,256 1,950
Items of exceptional income and expenditure in the year ended 31 August 2014 include the write-off of yellow wool stock and the associated storage and 
disposal costs. Reorganisation costs relate to redundancy costs and professional fees related to the aborted sale process.
Items of exceptional income and expenditure in the year ended 31 August 2013 included an accounting credit in respect of the debt for equity swap that 
the Group entered into and professional fees incurred in relation to the capital restructuring (see note 20). Other exceptional items related to the impairment 
of goodwill (see note 10) and a disposal charge recognised in respect of certain tangible fixed assets identified as being obsolete and disposed of as a result 
of the significant capital investment programme undertaken by the Group. Following the capital investment programme undertaken in 2013, the licence 
held within tangible fixed assets in relation to the use of certain technology was no longer required and was written off. 
6 Finance income and expense
2014
£000
2013
£000
Interest payable on bank loans and other borrowings 151 488
Other financial expenses – exceptional (see note 5) — 237
Financial expenses 151 725 36
Financial statements
Superglass Holdings PLC Annual report and accounts 2014
Notes forming part of the financial statements continued
7 Taxation
Recognised in the income statement
2014
£000
2013
£000
Current tax expense
Current year — —
Adjustments in respect of prior years — (66)
— (66)
Deferred tax expense
Origination and reversal of temporary differences (387) (1,308)
Adjustment in respect of a change in tax rate — (141)
Adjustment in respect of prior years 137 53
(250) (1,396)
Total tax credit in income statement (250) (1,462)
Reconciliation of effective tax rate
2014 2013
% £000 % £000
Loss before tax (6,802) (7,003)
Tax using the UK corporation tax rate of 22.2% (2013: 23.6%) (22) (1,508) (24) (1,657)
Goodwill impairment — — 17 1,179
Non-deductible expenses — 5 — 14
Gain on debt for equity swap — — (16) (1,116)
Adjustments in respect of prior years 2 137 — (14)
Adjustments to deferred tax as a result of change in tax rates — 41 3 229
Share-based payments — 10 (1) (90)
Equity raise fees — — 1 50
Increase in unrecognised deferred tax asset 16 1,077 1 84
Impact of reduction in deferred tax rate — — (2) (141)
Other tax adjusting items — (12) — —
Total tax in income statement (4) (250) (21) (1,462)
The rate of corporation tax has been falling since 2011 from 28% to 24%.
The March 2012 Budget announced that UK corporation tax will reduce to 22% by 2014. Substantive enactment of the 23% rate with effect from 1 April 2013 
took place in July 2012. The Finance Bill 2013 was substantively enacted on 2 July 2013 and included further reductions in the corporation tax rate effective 
to 21% from 1 April 2014 and 20% from 1 April 2015.
As a result of these tax rate changes, the tax rates in force were 23% from 1 September 2013 to 31 March 2013 and 21% thereafter. The tax rate will fall 
further to 20% from 1 April 2015.
The substantively enacted tax rate at the year end, for deferred tax purposes, was 20% (2013: 20%). The unrecognised deferred tax asset in relation to tax 
losses at the year end was £1,467,000 (2013: £390,000).
8 Dividends
No dividend has been paid or proposed in either of the financial years presented. 37
Financial statements
Annual report and accounts 2014 Superglass Holdings PLC
9 Property, plant and equipment
Land and
buildings
£000
Plant and
equipment
£000
Motor
vehicles
£000
Assets in
the course of
construction
£000
Total
£000
Cost
Balance at 1 September 2012 3,416 32,133 14 3,832 39,395
Additions — 45 — 4,660 4,705
Disposals — (3,013) — — (3,013)
Transfers — 8,449 — (8,449) —
Balance at 31 August 2013 and 1 September 2013 3,416 37,614 14 43 41,087
Additions — — — 828 828
Disposals — (18) — — (18)
Transfers — 856 — (856) —
Balance at 31 August 2014 3,416 38,452 14 15 41,897
Depreciation and impairment 
Balance at 1 September 2012 686 21,319 14 — 22,019
Depreciation charge for the period 52 1,991 — — 2,043
Impairment — (671) — — (671)
Disposals — (1,767) — — (1,767)
Balance at 31 August 2013 and 1 September 2013 738 20,872 14 — 21,624
Depreciation charge for the period 52 2,307 — — 2,359
Impairment — — — — —
Disposals — (18) — — (18)
Balance at 31 August 2014 790 23,161 14 — 23,965
Net book value
At 1 September 2012 2,730 10,814 — 3,832 17,376
At 31 August 2013 2,678 16,742 — 43 19,463
At 31 August 2014 2,626 15,291 — 15 17,932
Included in the net book value of plant and machinery are assets held under finance leases of £1,125,000 (2013: £1,221,000) after charging depreciation 
of £126,000 (2013: £21,000). Assets previously classified as under finance leases are now owned.
Included in the net book value of freehold land and buildings is £794,000 (2013: £794,000) in relation to land which has not been depreciated. 38
Financial statements
Superglass Holdings PLC Annual report and accounts 2014
Notes forming part of the financial statements continued
10 Intangible assets
Goodwill
£000
Licence
£000
Contractual
customer 
relationships
£000
Software
£000
Total
£000
Cost
Balance at 1 September 2012 9,502 489 26,301 107 36,399
Additions — — — 1 1
Disposals — (489) — (10) (499)
Balance at 31 August 2013 and 1 September 2013 9,502 — 26,301 98 35,901
Additions — — — 6 6
Disposals — — — (3) (3)
Balance at 31 August 2014 9,502 — 26,301 101 35,904
Amortisation and impairment 
Balance at 1 September 2012 — — 26,301 70 26,371
Amortisation for the period — — — 10 10
Impairment 5,000 — — — 5,000
Disposals — — — (10) (10)
Balance at 31 August 2013 and 1 September 2013 5,000 — 26,301 70 31,371
Amortisation for the period — — — 9 9
Impairment — — — — —
Disposals — — — (3) (3)
Balance at 31 August 2014 5,000 — 26,301 76 31,377
Net book value
At 1 September 2012 9,502 489 — 37 10,028
At 31 August 2013 4,502 — — 28 4,530
At 31 August 2014 4,502 — — 25 4,527
The amortisation charge is included within cost of sales in the income statement.
The Group tests goodwill and licences annually for impairment. The impairment test involves calculating the recoverable amount which is based on the 
present value of expected future cash flows (value in use). The Directors consider that the Group has only one CGU and the value in use of all of the Group’s 
assets has been considered in performing the impairment review.
The key assumptions underlying the cash flow projections within the impairment review are revenue growth, margins, the level of operating expenditure and 
the amount of capital expenditure. The cash flow projections are based on formally approved management cash flow projections for a three-year period. These 
are then extrapolated into perpetuity using a nominal long-term growth rate based on the UK GDP of 2.25% to calculate a terminal value. A pre-tax discount 
rate of 12.5% (2013: 12.0%) has been used. The cost of capital assigned can have a significant effect on valuation. The cost of capital reflects a number of 
financial and economic variables including a risk-free interest rate and a premium to reflect the inherent risks. These variables are established based on 
management judgement. 
Having reviewed the key assumptions used, the Directors believe that, should the discount rate change by 1.0%, the value of the discounted cash flows would 
increase or decrease by £2.1m and £2.6m, respectively. 39
Financial statements
Annual report and accounts 2014 Superglass Holdings PLC
11 Subsidiaries
The Group has the following principal subsidiaries:
Country of incorporation Class of shares held Ownership Trade
Superglass Group Limited UK Ordinary 100% Holding company
Superglass Insulation Limited* UK Ordinary 100% Manufacture and sale of insulation materials 
* Held indirectly.
12 Deferred tax assets and liabilities
Recognised deferred tax assets and liabilities 
Deferred tax assets and liabilities are attributable to the following:
2014 2013
Assets
£000
Liabilities
£000
Net
£000
Assets
£000
Liabilities
£000
Net
£000
Property, plant and equipment — 79 79 — 423 423
Intangible assets — — — — — —
Trade and other receivables (78) — (78) (94) — (94)
Share-based payments — — — — — —
Unutilised tax losses (615) — (615) (693) — (693)
Net tax (assets)/liabilities (693) 79 (614) (787) 423 (364)
Movement in deferred tax during the period
31 August
2012
£000
Recognised
in income
statement
£000
31 August
2013
£000
Recognised
in income
statement
£000
31 August
2014
£000
Property, plant and equipment 1,346 (923) 423 (344) 79
Trade and other receivables (101) 7 (94) 16 (78)
Intangible assets 112 (112) — — —
Share-based payments (19) 19 — — —
Unutilised tax losses (305) (388) (693) 78 (615)
1,033 (1,397) (364) (250) (614)
13 Inventories
2014
£000
2013
£000
Raw materials and consumables 437 412
Finished goods 704 2,147
1,141 2,559
Engineering spares 217 157
1,358 2,716
Inventories are shown net of write-downs amounting to £325,000 (2013: £597,000). Write-downs utilised were £288,000 (2013: £nil). 40
Financial statements
Superglass Holdings PLC Annual report and accounts 2014
Notes forming part of the financial statements continued
14 Trade and other receivables
2014
£000
2013
(restated)
£000
Trade receivables 1,269 1,377
Other trade receivables and prepayments 302 310
1,571 1,687
The prior year trade receivables balance has been restated to incorporate a more consistent basis that is in line with the current year disclosure.
An allowance has been made for estimated irrecoverable amounts from the sale of goods of £66,000 (2013: £53,000). 
15 Cash and cash equivalents
2014
£000
2013
£000
Cash at bank 2,954 7,979
Within cash and cash equivalents there are no borrowing facility balances offsetting the cash at bank (2013: £nil).
16 Other interest-bearing loans and borrowings
This note provides information about the contractual terms of the Group interest-bearing loans and borrowings.
2014
£000
2013
£000
Non-current liabilities
Secured bank loans 2,500 2,500
Finance lease liabilities 639 869
3,139 3,369
Current liabilities
Current portion of secured bank loans — —
Current portion of finance lease liabilities 254 248
254 248
Terms and debt repayment schedule 
Secured bank loans are stated net of finance costs allocated of £nil at 31 August 2014 (2013: £nil) and were repaid on 7 November 2014 at a discount 
of £375,000.
The bank loans were secured as follows:
 e a first floating charge granted by the parent company and each subsidiary undertaking;
 e a composite guarantee granted by the parent company and each subsidiary undertaking, as guarantor, on account of the parent company and each 
subsidiary undertaking, as principal; and
 e legal first charge over freehold property.
Finance lease liabilities
Finance lease liabilities are payable as follows:
2014 2013
Minimum
lease
payments
£000
Interest
£000
Principal
£000
Minimum
lease
payments
£000
Interest
£000
Principal
£000
Less than one year 290 36 254 303 55 248
Second to fifth years inclusive 732 93 639 1,061 192 869
1,022 129 893 1,364 247 1,117 41
Financial statements
Annual report and accounts 2014 Superglass Holdings PLC
17 Financial instruments
Overview
The Group has exposure to the following risks from its use of financial instruments:
 e liquidity risk; 
 e market risk; and
 e credit risk.
This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring 
and managing risk and the Group’s management of capital. Further quantitative disclosures are included throughout these financial statements.
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework.
The Audit Committee oversees how management monitors compliance with the Group’s risk management policies and procedures and reviews the adequacy 
of the risk management framework in relation to the risks faced by the Group.
Liquidity risk
The liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liability is 
to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without 
incurring unacceptable losses or risking damage to the Group’s reputation.
At the year end, the Group maintained the following:
 e a £2.5m term loan facility.
Market risk
Market risk is the risk that changes in market prices, such as interest rates, will affect the Group’s income or the value of its holdings of financial instruments. 
The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
Generally the Group seeks to minimise this risk through hedge arrangements designed to manage a proportion of the Group’s overall exposure.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises 
primarily from the Group’s trade receivables from customers. The Group has credit insurance and a credit policy in place and the exposure to credit risk 
is monitored on an ongoing basis. Credit evaluations are performed for all customers requiring credit over a certain amount. The balance presented in the 
balance sheet is net of accumulated provisions for retrospective rebates and of allowances for doubtful receivables, estimated by the Group’s management 
based on prior experience and their assessment of the current economic climate.
The Group has no significant concentration of credit risk as all significant commercial trade receivables are covered by either credit insurance or accumulated 
balances of rebate due to customers, capable of offset against outstanding trading balances.
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:
Note
2014
£000
2013
£000
Receivables 14 1,269 1,377
Cash at bank 15 2,954 7,979
4,223 9,356
The credit quality of the holder of the cash at bank is BBB+.
Credit risk at the reporting date in relation to receivables:
2014
£000
2013
£000
UK and Ireland 1,088 1,219
Other Europe 181 158
1,269 1,377 42
Financial statements
Superglass Holdings PLC Annual report and accounts 2014
Notes forming part of the financial statements continued
17 Financial instruments continued
Credit risk continued
The ageing of trade receivables at the reporting date was:
2014 2013
Gross
£000
Impairment
£000
Total
£000
Gross
£000
Impairment
£000
Total
£000
Not past due 705 — 705 1,020 — 1,020
Past due 0–60 days 309 — 309 226 — 226
More than 60 days past due 321 (66) 255 184 (53) 131
1,335 (66) 1,269 1,430 (53) 1,377
The movement in the allowance for impairment in respect of trade receivables during the year was as follows:
2014
£000
2013
£000
Balance at 1 September 53 92
Increase to provision 13 30
Impairment loss reversed — (69)
Balance at 31 August 66 53
The impairment loss at 31 August 2014 of £66,000 (2013: £53,000) is a provision for receivables due from customers.
The allowance account in respect of trade receivables is used to record impairment losses unless the Group is satisfied that no recovery of the amount 
is possible; at that point the amount is considered irrecoverable and written off against the financial asset directly. 
Liquidity risk
The following are the contractual maturities of financial liabilities at the balance sheet date, including estimated interest payments based on the position 
at the balance sheet date and excluding the impact of netting agreements:
31 August 2014
Non-derivative financial liabilities
Carrying 
amount
£000
Contractual
cash
flows
£000
6 months
or less
£000
6–12
months
£000
1–2
years
£000
2–5
years
£000
More 
than
5 years
£000
Secured bank loans (2,500) (2,918) (57) (57) (114) (2,690) —
Finance leases (893) (1,022) (145) (145) (290) (442) —
Trade payables (5,636) (5,636) (5,636) — — — —
(9,029) (9,576) (5,838) (202) (404) (3,132) —
31 August 2013
Non-derivative financial liabilities
Carrying 
amount
£000
Contractual
cash
flows
£000
6 months
or less
£000
6–12
months
£000
1–2
years
£000
2–5
years
£000
More 
than
5 years
£000
Secured bank loans (2,500) (3,027) (56) (56) (113) (2,802) —
Finance leases (1,117) (1,364) (152) (152) (303) (757) —
Trade payables (7,145) (7,145) (7,145) — — — —
(10,762) (11,536) (7,353) (208) (416) (3,559) —
Trade and other payables excludes amounts provided for certain accruals.
The following table shows outstanding borrowings, the facilities available to the Group and undrawn amounts at the year end:
2014 2013
Balance
outstanding
£000
Facility
£000
Undrawn
amounts
£000
Balance
outstanding
£000
Facility
£000
Undrawn
amounts
£000
Bank loans 2,500 2,500 — 2,500 2,500 — 43
Financial statements
Annual report and accounts 2014 Superglass Holdings PLC
17 Financial instruments continued
Market risk
Profile
At the reporting date the interest rate profile of the Company’s interest-bearing financial liabilities was:
Carrying amount
2014
£000
2013
£000
Fixed rate instruments
Financial liabilities 893 1,117
Variable rate instruments
Financial liabilities 2,500 2,500
A change of 100 basis points in interest rates at the beginning of the reporting period would have increased/(decreased) profit or loss by the amounts shown 
below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. The analysis is performed on the same basis for 2013. 
100bp
increase
£000
100bp
decrease
£000
31 August 2014
Variable rate instruments (25) 25
31 August 2013
Variable rate instruments (83) 83
The Group manages foreign currency exposure by firstly offsetting currency receivables and payables where practical and by use of forward exchange contracts. 
At the year ended 31 August 2014 and for the duration of the financial year then ended there were no forward contracts entered into by the Group. The impact 
of a 1% fluctuation in the exchange rate of Pounds Sterling to Euros or US Dollars would be immaterial.
Fair values
The fair values at the balance sheet date together with the carrying amount shown in the balance sheet are as follows:
2014 2013
Carrying
amount
£000
Fair
value
£000
Carrying
amount
£000
Fair
value
£000
Trade receivables 1,269 1,269 1,377 1,377
Cash at bank 2,954 2,954 7,979 7,979
Trade payables (5,636) (5,636) (7,145) (7,145)
Bank loans (2,500) (2,474) (2,500) (2,482)
Obligations under finance leases (893) (893) (1,117) (1,117)
(4,806) (4,780) (1,406) (1,388)
Estimation of fair values
The following summarises the methods and assumptions used in estimating the fair values of financial instruments reflected in the above table.
Trade receivables/payables 
For receivables with a remaining life of less than one year or that are receivable on demand, the carrying amount is deemed to reflect the fair value.
Receipts from customers and payments to suppliers on undisputed invoices are within allowable credit terms.
Cash and cash equivalents
The fair value is deemed to be the same as the carrying amount due to the short-term maturity of these instruments.
Bank loans
Fair value is calculated based on discounted expected future principal and interest cash flows at current interest rates.
Obligations under finance leases
The carrying amount of these liabilities approximates their fair value. 44
Financial statements
Superglass Holdings PLC Annual report and accounts 2014
Notes forming part of the financial statements continued
17 Financial instruments continued
Fair value hierarchy
IFRS 7 requires all financial instruments carried at fair value to be analysed under the following levels:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly 
(i.e. derived from prices)
Level 3: inputs for the asset or liability that are not based on observable market data
Any financial instruments carried at fair value (which for the Group would consist of derivative financial assets or liabilities) are Level 2.
There are no derivative financial assets or financial liabilities in either period presented.
18 Trade and other payables
2014
£000
2013
(restated)
£000
Trade payables 5,636 7,145
Non-trade payables and accrued expenses 1,144 742
6,780 7,887
The prior year trade payables balance has been restated to incorporate a more consistent basis that is in line with the current year disclosure.
19 Employee benefits
Defined contribution plans
Superglass Insulation Limited operates a defined contribution Group Sponsored Personal Pension Plan, which is a qualifying pension scheme for auto-enrolment 
purposes. All employees were auto-enrolled on 1 July 2014. The assets of the scheme are held separately from those of the Company in independently 
administered funds. The cost of contributions to this scheme is set out in note 4.
20 Share capital
2014
£
2013
£
Allotted, called up and fully paid
28,007,577 ordinary shares of £0.25 each 7,001,894 7,001,894
50,189,431 deferred shares of £0.19 each 9,535,992 9,535,992
14,985,748 deferred shares of £0.20 each 2,997,150 2,997,150
2,800,757 convertible shares of £0.25 each 700,189 700,189
20,235,225 20,235,225
Disclosed as:
2014
£000
2013
£000
Equity 20,235 20,235
Weighted
average
number
of shares
At 1 September 2013 and 31 August 2014 28,007,577
At the end of the year the Group held 790 own shares (2013: 790). The market value of the shares at 31 August 2014 was £192 (2013: £326).
2014
In the year ended 31 August 2014 there have been no changes to the capital structure in place. As described in note 29, the Company completed a capital 
reorganisation including an issue of new ordinary and deferred shares. 45
Financial statements
Annual report and accounts 2014 Superglass Holdings PLC
20 Share capital continued
2013
In the year ended 31 August 2013 the Company concluded a capital reorganisation, a share consolidation and an issue of equity share capital that was 
approved by shareholders at a general meeting on 20 May 2013 and has had the following impact on share capital. 
The existing 20.0p ordinary shares at 1 September 2012 were sub-divided into one ordinary share of 1.0p (Post-capital Reorganisation Shares) and one 
deferred share of 19.0p. 
The Post-capital Reorganisation Shares were consolidated such that every 25 shares will be consolidated into one new ordinary share. Following the share 
consolidation and prior to the issue of placing shares the Company’s issued ordinary share capital comprised 2,007,577 ordinary shares of 25.0p each.
Following the share consolidation on 4 June 2013 the equity share issue of 26,000,000 ordinary shares with a par value of 25.0p at an issue price of 50.0p, 
approved by shareholders at the general meeting on 20 May 2013, proceeded, increasing the equity share capital of the Company by £6,500,000. Issue costs 
of £781,000 were recognised directly in equity. 
In addition to the issue of ordinary share capital the Group also entered into a debt for equity swap with its bankers and the conversion of the existing 
convertible shares held by its bankers into 14,985,748 deferred shares of 20.0p. The Group’s bankers converted £5,725,000 of debt existing at 31 August 2012 
into 2,800,757 convertible shares with a par value of 25.0p which, subject to certain conditions, will have the right to convert into equity shares representing 
10% of the entire issued share capital following conversion. 
The resulting convertible shares are presented within share capital with a par value of approximately £0.7m and the Group’s outstanding long-term 
borrowings have reduced correspondingly to £2.5m.
The Directors established a fair value of the convertible shares issued of approximately £1.0m. As required by accounting standards (IFRIC 19) a credit 
of £4,731,000 was recognised in the income statement as the difference between the carrying value of the borrowings and the fair value of the convertible 
shares. To comply with the requirements of UK company law a reserves transfer of £4,731,000 in respect of the accounting gain was made between retained 
earnings and share premium in addition to the transfer of £294,000 which represents the difference between the par value of the shares and their fair value 
for accounting purposes and as a result the net impact on share premium was £5,025,000.
21 Share-based payments
Performance Share Plan (PSP)
On 1 February 2010 the Group introduced the PSP as an additional new Long-term Incentive Plan for Directors and senior managers. Shares are conditionally 
awarded under this plan and vest in employees based on certain performance criteria typically EBITDA and EPS measures.
On 23 December 2013, awards totalling 227,847 options were granted. The performance target applying to these awards was based solely on EBITDA (earnings 
before interest, tax, depreciation and amortisation) achieved in the last financial year prior to the three-year vesting period expiring. On this basis 75% of the 
options granted in December 2013 will vest if the EBITDA reaches £3.5m in the year ending 31 August 2016; the options will then vest on a straight-line basis 
up to 100% of the options vesting should the EBITDA exceed £5.0m in the year ending 31 August 2016.
On 1 July 2013 a total of 590,909 options under this scheme were granted. The performance target applying to these awards was based solely on EBITDA 
achieved in the last financial year prior to the three-year vesting period expiring. On this basis 75% of the options granted in July 2013 will vest if the EBITDA 
reaches £3.5m in the year ending 31 August 2015; the options will then vest on a straight-line basis up to 100% of the options vesting should the EBITDA 
exceed £5.0m in the year ending 31 August 2015.
On 7 December 2011 a total of 1,009,708 options under this scheme were granted and on 21 December 2011 a total of 272,726 options under this scheme were 
granted. Following the June 2013 capital restructuring the options granted have been restated as highlighted in the vesting table overleaf. The performance target 
applying to the awards was based solely on EPS targets measured on the EPS achieved in the last financial year prior to the three-year vesting period expiring. 
On this basis, 25% of the options granted in December 2011 will vest if the EPS reaches 4.6p per share; the options will then vest on a straight-line basis up to 
100% of the options vesting should the EPS exceed 6.8p.
Long-term Incentive Plan (CSOP)
On 27 July 2007 the Group introduced a new Long-term Incentive Plan for senior managers. Shares are conditionally awarded under this plan and vest 
in employees based on the performance criteria set out below.
On 23 December 2013, a total of 75,949 share options over the ordinary share capital under the CSOP were granted. There are no performance conditions 
attached to this award.
The remaining options will vest if the average annual percentage growth in EPS over the performance period is at least equal to the average annual percentage 
growth in Retail Prices Index plus 3% (the lower target) and 10% (the upper target). At the lower target 40% of the options vest; additional options vest on 
a sliding scale up to 100% at the upper target.
Following the June 2013 capital restructuring the options granted have been restated as highlighted in the vesting table overleaf.
On 21 December 2011 a total of 272,724 share options over the ordinary share capital under the CSOP were granted. The performance target applying to the 
awards was based solely on EPS targets measured on the EPS achieved in the last financial year prior to the three-year vesting period expiring. On this basis, 
25% of the options granted in December 2011 will vest if the EPS reaches 4.6p per share; the options will then vest on a straight-line basis up to 100% of the 
options vesting should the EPS exceed 6.8p.
The fair value of the awards under the incentive plans was estimated using the Black-Scholes valuation model. The significant inputs into the model were the 
risk-free interest rate, expected dividend yield, initial vesting period and expected share price volatility. 46
Financial statements
Superglass Holdings PLC Annual report and accounts 2014
Notes forming part of the financial statements continued
21 Share-based payments continued
Vesting assumption review
During the year ended 31 August 2013 the Directors reviewed the vesting assumptions on the options granted under both the CSOP and PSP share option 
schemes in existence and concluded for options issued prior to 1 July 2013 that it is unlikely that any options will vest as a result of their non-market 
conditions at their exercise date and as a result any charge incurred in relation to these share options has been reversed, leading to a credit of £383,000 
in the income statement during the prior year.
Held by employees
At 
1 September
2013 Granted Lapsed
At 
31 August
2014
Exercise
price
(pence)
Date
exercisable
Expiry
date
PSP 81 — (81) — 15,450 15 December 2013 15 December 2020
CSOP 941 — (941) — 12,750 15 December 2013 15 December 2020 
PSP 1,167 — (1,167) — Nil 20 December 2013 20 December 2020
PSP 40,388 — (17,085) 23,303 Nil 7 December 2014 7 December 2021
PSP 10,909 — (10,909) — 575 21 December 2014 21 December 2021
CSOP 10,909 — (3,637) 7,272 575 21 December 2014 21 December 2021
PSP 590,909 — (250,000) 340,909 Nil 1 July 2016 1 July 2023
PSP — 189,873 — 189,873 Nil 23 December 2016 23 December 2023
PSP — 37,974 — 37,974 39.5 23 December 2016 23 December 2023
CSOP — 75,949 — 75,949 39.5 23 December 2016 23 December 2023
The market price of the shares on 31 August 2014 was 24.3p and the range during the year was 24.3p to 54.0p. 
22 Loss per share
The calculation of basic loss per share and adjusted profit per share is based on the loss attributable to ordinary shareholders as follows:
2014 2013
Basic Adjusted Basic Adjusted
Loss (£000) (6,802) (6,802) (5,541) (5,541)
Adjusted for:
Exceptional items (£000) — 1,256 — 1,950
(6,802) (5,546) (5,541) (3,591)
Number of shares at start of period 28,007,577 28,007,577 50,189,431 50,189,431
Effect of share consolidation on equity issue — — (48,181,854) (48,181,854)
Effects of own shares held — — (790) (790)
Weighted average number of shares before equity issue 28,007,577 28,007,577 2,006,787 2,006,787
Effect of ordinary shares issued — — 6,268,493 6,268,493
Weighted average number of diluted shares 28,007,577 28,007,577 8,275,280 8,275,280
Loss per share (24.3)p (19.8)p (67.0)p (43.3)p
Diluted loss per share (24.3)p (19.8)p (67.0)p (43.3)p 47
Financial statements
Annual report and accounts 2014 Superglass Holdings PLC
23 Deferred government grants
Government grants relate to regional selective assistance received on the achievement of certain jobs safeguarding targets as well as related capital expenditure. 
The grants could be repayable in the event that numbers employed drop below the target levels or capital expenditure thresholds are not met during a specified 
monitoring period.
2014
£000
2013
£000
Balance at 1 September 1,657 —
Additions 240 1,759
Amortisation (183) (102)
Balance at 31 August 1,714 1,657
24 Operating leases
Total future minimum lease payments under non-cancellable operating lease rentals are as follows for the Group:
2014
£000
2013
£000
Less than one year 13 17
Between one and five years 2,205 322
More than five years — 1,917
2,218 2,256
The Group leases warehouses, plant and machinery and motor vehicles under operating leases:
Offices and manufacturing facilities 10 years
Plant and machinery   5–15 years
Motor vehicles   4 years
During the year ended 31 August 2014, £675,000 was recognised as an expense in the Consolidated Income Statement in respect of operating leases 
(2013: £665,000).
25 Commitments and contingencies
Capital expenditure contracted at 31 August 2014 for which no provision has been made in these financial statements was £nil (2013: £117,000).
The Group has given guarantees, secured by a fixed and floating charge over all assets of the Company, in respect of bank borrowings by certain other Group 
undertakings in the Superglass Group. The bank borrowings are disclosed in note 16.
26 Accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that 
are believed to be reasonable under the circumstances.
Critical accounting estimates and assumptions
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual 
results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within 
the next financial year are discussed below:
 e Impairment of goodwill
  The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in note 1. The recoverable 
amount of the Group’s CGU has been determined based on value-in-use calculations. These calculations require the use of estimates.
 e Life of contractual customer relationships in intangible assets
  The Group amortises customer contracts over their estimated economic life in accordance with note 1. These lives are based upon management’s 
estimates of the remaining useful economic life. 48
Financial statements
Superglass Holdings PLC Annual report and accounts 2014
Notes forming part of the financial statements continued
27 New standards and interpretations not yet adopted
The following new standards, amendments to standards and interpretations have been issued but are not effective for the year ended 31 August 2014 
and have not been adopted early by the Group. The Group has not fully assessed the impact of these standards but does not expect there to be any 
significant impact.
IFRS 10 Consolidated Financial Statements (effective for the year ending 31 August 2015): This standard provides a single model to be applied in the control 
analysis for all investees, including entities that currently are SPEs in the scope of SIC–12.
IFRS 11 Joint Arrangements (effective for the year ending 31 August 2015): This standard replaces the existing accounting for subsidiaries and joint ventures 
(now joint arrangements), and making limited amendments in relation to associates. IFRS 11 removes the choice of equity or proportionate accounting for 
JCEs (as was under IAS 31).
IFRS 12 Disclosure of Interests in Other Entities (effective for the year ending 31 August 2015): This standard contains the disclosure requirements for entities 
that have interests in subsidiaries, joint arrangements (i.e. joint operations or joint ventures), associates and/or unconsolidated structured entities.
None of these standards are expected to materially impact the Group.
28 Related parties
Identity of related parties
The Group has a related party relationship with its Executive and Non-executive Directors.
Transactions with key management personnel
Further information relating to Directors’ remuneration is contained in the Directors’ Remuneration Report.
The remuneration of key management personnel of the Group, who comprise the Executive and Non-executive Directors along with certain of the Group’s 
senior managers, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures. 
2014
£000
2013
£000
Short-term employee benefits 714 746
Post-employment benefits 52 69
Share-based payment cost/(credit) 43 (383)
809 432
Transactions with defined contribution pension schemes
Contributions to the defined contribution plans are disclosed in note 4.
29 Post-balance sheet events
Subsequent to the year end the Group concluded a capital reorganisation, an issue of equity share capital and the refinancing of bank debt that was approved 
by shareholders at an Extraordinary General Meeting on 30 October 2014 and has the following impact.
The existing 25.0p ordinary shares at 1 September 2013 were sub-divided into one ordinary share of 1.0p (Post-capital Reorganisation Shares) and one 
deferred share of 24.0p. 
Following the capital reorganisation the equity share issue of 125,000,000 ordinary shares with a par value of 1.0p at an issue price of 5.0p proceeded, 
increasing the equity share capital of the Company by £6,250,000. Issue costs of approximately £550,000 will be recognised directly in equity. 
In addition to the issue of ordinary share capital the Group also secured new banking facilities of up to £4,800,000 through a combination of term loans, 
invoice discounting, leasing and revolving credit facilities.
Following the refinance the Group settled the secured bank loan of £2,500,000 at a discount of £375,000. One of the consequences of the refinance 
was to permit the conversion of the 2,800,757 convertible shares owned by the Group’s bankers into ordinary shares in accordance with their terms. 49
Financial statements
Annual report and accounts 2014 Superglass Holdings PLC
UK GAAP parent company balance sheet
at 31 August 2014
Note
2014
£000
2013
£000
Fixed assets
Investment in subsidiary 3 401 358
Current assets
Debtors and prepayments 4 18,195 18,827
Cash at bank 1 5
18,196 18,832
Creditors: amounts falling due within one year 5 399 155
Net current assets 17,797 18,677
Net assets 18,198 19,035
Capital and reserves
Called up share capital 6 20,235 20,235
Share premium account 7 21,785 21,785
Profit and loss account 8 (23,822) (22,985)
Shareholders’ funds 18,198 19,035
These financial statements were approved by the Board of Directors on 19 November 2014 and were signed on its behalf by:
John Colley   Chris Lea      Company number
Executive Chairman   Finance Director     05423253
Financial statements 50
Financial statements
Superglass Holdings PLC Annual report and accounts 2014
Notes to the UK GAAP parent company financial statements
for the year ended 31 August 2014
1 Significant accounting policies
Basis of preparation
The Company’s financial statements are prepared on the historical cost basis, in accordance with applicable UK Accounting Standards. The following 
accounting policies have been applied consistently in dealing with items which are considered material in relation to the Company’s financial statements.
Profit and loss account
Under section 408(3) of the Companies Act 2006, the Company is exempt from the requirement to present its own profit and loss account.
Related party transactions
As the parent company of the Superglass Holdings Group, the financial statements for which can be found on pages 26 to 48, the Company has taken 
advantage of the exemption contained in FRS 8 and has therefore not disclosed transactions or balances with entities which form or are wholly owned 
by the Group.
Taxation
The Company’s tax charge is based on profit for the year and tax rates in force during the year. Estimation of the tax charge requires an assessment 
to be made of the potential tax treatment of certain items which will only be resolved once finally agreed with the relevant tax authorities.
Deferred taxation
Deferred tax is recognised, without discounting, in respect of all timing differences between the treatment of certain items for taxation and accounting 
purposes which have arisen but not reversed by the balance sheet date, except as otherwise required by FRS 19. A net deferred tax asset is regarded as 
recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as more likely than not that there will be sufficient 
taxable profits from which the future reversal of the underlying timing differences can be deducted.
Investments
Investments are stated at cost less provisions for any impairment.
Share-based payments
The fair value of employee share options granted is calculated at grant date. The resulting cost is treated as an increase in the cost of investment held in the 
subsidiary company of the Group over the vesting period of the options with a corresponding increase in equity. The value of the charge is adjusted to reflect 
expected and actual levels of options vesting. Failures to vest as a result of market conditions are not reversed.
Treasury shares
When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly attributable costs, is recognised as a change 
in equity. Repurchased shares are classified as treasury shares and presented as a deduction from profit and loss reserves.
Provisions and contingent liabilities
In accordance with FRS 12 Provisions, Contingent Liabilities and Contingent Assets, provisions are recognised where there is a present obligation as a result 
of a past event, it is probable that a transfer of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount 
of the obligation. If these conditions are not met, no provision is recognised. However, contingent liabilities are disclosed in the notes to the financial statements, 
unless the possibility of a transfer of economic benefits is remote. Contingent gains are not recognised unless realisation of the profit is virtually certain.
Classification of financial instruments
Financial instruments issued by the Group are treated as equity (i.e. forming part of shareholders’ funds) only to the extent that they meet the following 
two conditions:
 e they include no contractual obligations upon the Company (or Group as the case may be) to deliver cash or other financial assets or to exchange financial 
assets or financial liabilities with another party under conditions that are potentially unfavourable to the Company (or Group); and
 e where the instrument will or may be settled in the Company’s own equity instruments, it is either a non-derivative that includes no obligation to deliver 
a variable number of the Company’s own equity instruments or is a derivative that will be settled by the Company exchanging a fixed amount of cash or 
other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form 
of the Company’s own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts 
in relation to those shares.
Finance payments associated with financial liabilities are dealt with as part of interest payable and similar charges. Finance payments associated with financial 
instruments that are classified as part of shareholders’ funds are dealt with as appropriations in the reconciliation of movements in shareholders’ funds.
Dividends payable
Dividends payable to the Company’s shareholders are recorded as a liability in the period in which the dividends are approved.
Audit fee disclosures are included on page 34.  51
Financial statements
Annual report and accounts 2014 Superglass Holdings PLC
2 Staff costs
2014 2013
Average number of employees
Administration 2 2
Disclosures regarding Directors’ remuneration, share-based payments and pension entitlements are included on pages 22 and 23.
3 Fixed asset investments
2014
£000
2013
£000
Opening balance at 1 September 358 741
FRS 20 charge/(credit) on equity-based transactions with subsidiary 43 (383)
Closing balance at 31 August 401 358
The fixed asset investments in subsidiary companies consist of FRS 20 charges in relation to subsidiary equity-based transactions and an investment of £1 
in 100% of the issued ordinary share capital of Superglass Group Limited, a company incorporated in the United Kingdom, whose principal activity is that 
of a holding company. 
4 Debtors
2014
£000
2013
£000
Amounts owed by subsidiary undertakings 18,186 18,811
Prepayments 9 16
18,195 18,827
Amounts owed by subsidiary undertakings are stated net of an impairment provision of £25,411,000 (2013: £25,411,000).
5 Creditors
2014
£000
2013
£000
Accruals and deferred income (due within one year) 83 56
Trade creditors 316 99
399 155
6 Called up share capital
2014
£
2013
£
Allotted, called up and fully paid
28,007,577 ordinary shares of £0.25 each 7,001,894 7,001,894
50,189,431 deferred shares of £0.19 each 9,535,992 9,535,992
14,985,748 deferred shares of £0.20 each 2,997,150 2,997,150
2,800,757 convertible shares of £0.25 each 700,189 700,189
20,235,225 20,235,225
Details of changes in the Company’s capital structure post-year end are set out in note 12. 52
Financial statements
Superglass Holdings PLC Annual report and accounts 2014
Notes to the UK GAAP parent company financial statements 
continued
for the year ended 31 August 2014
7 Share premium account
£000
At 31 August 2013 and 2014 21,785
Details of changes in the Company’s capital structure post-year end are set out in note 29 on page 48.
8 Profit and loss account
£000
At 31 August 2013 (22,985)
Loss for the financial year (837)
At 31 August 2014 (23,822)
9 Reconciliation of movement in shareholders’ funds
2014
£000
2013
£000
Opening shareholders’ funds 19,035 21,438
Loss for the financial year (837) (15,615)
Issue of share capital — 6,500
Premium on issue of share capital — 6,500
Issue of convertible instrument — 700
Adjustment in respect of the fair value of convertible instrument — 294
Costs of issuing share capital recognised directly in reserves — (782)
Net movement in shareholders’ funds (837) (2,403)
Closing shareholders’ funds 18,198 19,035
10 Dividends
No dividend has been paid or proposed in either of the financial years presented.
11 Contingent liabilities
The Company has given unlimited guarantees, secured by a fixed and floating charge over all the assets of the Company, in respect of bank borrowings 
by certain other Group undertakings in the Superglass Group. At 31 August 2014 the potential liability was £2,500,000 (2013: £2,500,000).
Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its Group, the Company considers 
these to be insurance arrangements and accounts for them as such. In this respect, the Company treats the guarantee contract as a contingent liability 
until such time as it becomes probable that the Company will be required to make a payment under the guarantee.
12 Post-balance sheet events
Subsequent to the year end the Group concluded a capital reorganisation, an issue of equity share capital and the refinancing of bank debt that was approved 
by shareholders at an Extraordinary General Meeting on 30 October 2014 and has the following impact.
The existing 25.0p ordinary shares at 1 September 2013 were sub-divided into one ordinary share of 1.0p (Post-capital Reorganisation Shares) and one 
deferred share of 24.0p. 
Following the capital reorganisation the equity share issue of 125,000,000 ordinary shares with a par value of 1.0p at an issue price of 5.0p proceeded, 
increasing the equity share capital of the Company by £6,250,000. Issue costs of approximately £550,000 will be recognised directly in equity. 
In addition to the issue of ordinary share capital the Group also secured new banking facilities of up to £4,800,000 through a combination of term loans, 
invoice discounting, leasing and revolving credit facilities. 
Following the refinance the Group settled the secured bank loan of £2,500,000 at a discount of £375,000. One of the consequences of the refinance 
was to permit the conversion of the 2,800,757 convertible shares owned by the Group’s bankers into ordinary shares in accordance with their terms.  53
Other information
Annual report and accounts 2014 Superglass Holdings PLC
Letter to shareholders
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about what action you should take, you are 
recommended to seek your own personal financial advice immediately from your stockbroker, solicitor, accountant or other independent financial adviser 
duly authorised under the Financial Services and Markets Act 2000. If you have sold or transferred all of your ordinary shares in Superglass Holdings PLC, 
you should forward this document, together with accompanying documents, to the purchaser or transferee or to the stockbroker, bank or other agent through 
or to whom the sale or transfer was effected, for transmission to the purchaser or transferee.
Directors Registered Office
John Colley (Executive Chairman) One London Wall 
Alex McLeod (Chief Executive Officer) London 
Chris Lea (Finance Director and Company Secretary) EC2Y 5AB 
David Gray (Senior Independent Non-executive Director) 
Lars Rutegård (Non-executive Director)
Dear Shareholder
I am writing to inform you that the Annual General Meeting of Superglass Holdings PLC (the “Company”) will be held at the offices of Maclay Murray & Spens LLP , 
Quartermile One, 15 Lauriston Place, Edinburgh EH3 9EP on Wednesday 21 January 2015 at 11.00am (the “AGM”). The formal Notice of the AGM and resolutions 
to be proposed are set out in this document. As well as the ordinary business of the meeting, three resolutions (numbered 10 to 12) will be proposed as 
special business.
Resolution 1: Directors’ Report and audited accounts for the year ended 31 August 2014
Shareholders will be asked to receive the Directors’ Report and the Company’s Report and Accounts for the year ended 31 August 2014.
Resolution 2: Directors’ Remuneration Report
In compliance with the Companies Act 2006, shareholders will be asked to approve the Directors’ Remuneration Report which is contained in the Report and 
Accounts. In line with the relevant legislation, this vote will be in respect of the content of the Directors’ Remuneration Report as a whole, and not specific to 
any Director’s level or terms of remuneration, and will be advisory in nature. No aspect of an individual Director’s entitlement to remuneration is conditional 
upon the passing of this resolution.
Resolutions 3 to 7: Election/re-election of Directors
Each of the Directors of the Company will retire at the AGM and will offer himself for re-election, in the case of each of the Directors other than Lars Rutegård, 
or election, in the case of Lars Rutegård. Brief biographical details of each of the Directors appear on pages 14 and 15 of the report and accounts. 
Resolutions 8 and 9: Auditor
The Company is required, at each general meeting at which accounts are presented, to appoint an auditor to hold office until conclusion of the next such 
meeting. Resolution 9 authorises the Directors to fix the auditor’s remuneration.
Resolution 10: Authority for Directors to allot shares
The Companies Act 2006 provides that Directors may only allot shares with the authority of shareholders in a general meeting. The authority given to the 
Directors at the last general meeting of the Company held on Thursday 30 October 2014 (the “Last GM”) to allot unissued shares pursuant to section 551 
of the Companies Act 2006 expires on the conclusion of the AGM.
The guidelines of the Investment Management Association (IMA), which merged with the Association of British Insurers (ABI) in June 2014, on Directors’ 
authority to allot shares state that ABI members will permit, and treat as routine, resolutions seeking authority to allot shares representing up to one-third of the 
issued ordinary share capital and seeking authority to allot an additional one-third of the issued ordinary share capital, provided such additional headroom 
is applied on a fully pre-emptive basis. In light of these guidelines, resolution 10 will be proposed as an ordinary resolution for the renewal of the Directors’ 
general authority to allot shares up to a nominal amount of £510,022, representing approximately one-third of the current issued ordinary share capital of the 
Company, and to allot additional shares up to a nominal amount of £510,022, also representing approximately one-third of the issued ordinary share capital of 
the Company, provided such additional shares are allotted pursuant to a fully pre-emptive rights issue. The Directors have no present intention of exercising this 
authority which, if approved by shareholders, will expire on the conclusion of the AGM of the Company to be held in 2016. 
Other information 54
Other information
Superglass Holdings PLC Annual report and accounts 2014
Resolution 11: Partial disapplication of pre-emption rights
The Companies Act 2006 provides that any allotment of new shares for cash must be made pro rata to individual shareholders’ existing holdings, unless the 
statutory pre-emption rights are disapplied. The authority given to the Directors at the Last GM disapplying such provisions and allowing them to allot shares 
for cash pursuant to section 570 of the Companies Act 2006 expires on the conclusion of the AGM.
Resolution 11 will be proposed as a special resolution for the renewal of the Directors’ authority to allot equity securities for cash, without first offering 
them to shareholders pro rata to their holdings. This authority facilitates issues made by way of rights to shareholders which are not strictly in accordance 
with section 561 of the Companies Act 2006, and authorises other allotments of up to a maximum aggregate nominal amount of £76,503, representing 
approximately 5% of the current issued ordinary share capital of the Company. This authority also allows the Directors, within the same aggregate limit, 
to sell for cash any shares that may be held by the Company in treasury.
It is the Directors’ current intention to adhere to the provisions in the Pre-Emption Group’s Statement of Principles not to allot shares for cash on a 
non-pre-emptive basis (other than pursuant to a rights issue or pre-emptive offer) in excess of an amount equal to 7.5% of the total issued share capital 
of the Company within a rolling three-year period without prior consultation with its shareholders.
If approved by shareholders the authority granted under resolution 11 will expire at the conclusion of the AGM of the Company to be held in 2016.
Resolution 12: Purchase of own shares by the Company
Resolution 12 will be proposed as a special resolution for the renewal of the Company’s authority to purchase its own shares in the market during the period 
until the conclusion of the AGM of the Company to be held in 2016. The proposed authority is in respect of up to 15,300,678 ordinary shares, representing 
approximately 10% of the issued ordinary share capital of the Company. The price payable shall not be more than the higher of: (1) 5% above the average price 
of the middle market quotation as derived from the AIM Appendix to the London Stock Exchange Daily Official List for the ordinary shares for the five business 
days before the purchase is made; and (2) the higher of the price of the last independent trade and current independent bid as derived from the AIM Appendix 
to the London Stock Exchange Daily Official List, or less than 1.0p per share (being the nominal value of the shares). If approved by shareholders it is the 
Directors’ current intention only to exercise the authority to purchase the Company’s shares where it would increase the earnings per share of those ordinary 
shares that are not repurchased.
Any authority granted by resolution 12 will only be used if the Directors consider that to do so would be in the best interests of shareholders generally. Save 
to the extent purchased pursuant to the regulations concerning treasury shares, any ordinary shares purchased in this way will be cancelled and the number 
of shares in issue will be accordingly reduced. 
The Company may hold in treasury any of its own ordinary shares purchased pursuant to the relevant regulations and the authority conferred by this 
resolution. This would give the Company the ability to re-issue treasury shares quickly and cost effectively and would provide the Company with greater 
flexibility in the management of its capital base.
Recommendation
The Board considers the resolutions to be proposed at the AGM to be in the best interests of the Company and its shareholders as a whole.
Accordingly, the Directors unanimously recommend that shareholders vote in favour of the proposed resolutions set out in the Notice of AGM on pages 55 
and 56 of this document, as they intend to do in respect of their own beneficial holdings, comprising an aggregate of 40,213 ordinary shares, representing 
approximately 0.03% of the issued ordinary share capital of the Company.
Yours faithfully
John Colley
Executive Chairman
19 November 2014
Letter to shareholders continued
  55
Other information
Annual report and accounts 2014 Superglass Holdings PLC
Notice is hereby given that the AGM of Superglass Holdings PLC will be held at the offices of Maclay Murray & Spens LLP, Quartermile One, 15 Lauriston Place, 
Edinburgh EH3 9EP on Wednesday 21 January 2015 at 11.00am for the following purposes:
Ordinary business
1. To receive the Report and Accounts for the year ended 31 August 2014 and the Directors’ Report and the Auditor’s Report thereon.
2. To approve the Directors’ Remuneration Report for the year ended 31 August 2014.
3. To re-elect John Colley as a Director of the Company.
4. To re-elect Alex McLeod as a Director of the Company.
5. To re-elect Chris Lea as a Director of the Company.
6. To re-elect David Gray as a Director of the Company.
7. To elect Lars Rutegård, who was appointed by the Board since the last AGM of the Company, as a Director of the Company.
8.  To appoint KPMG LLP as auditor to the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.
9. To authorise the Directors to fix the auditor’s remuneration.
Special business
As special business, to consider and if thought fit pass the following resolutions, of which resolution 10 will be proposed as an ordinary resolution 
and resolutions 11 and 12 will be proposed as special resolutions:
10.  That the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (in substitution for any existing 
authority) to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into 
shares in the Company:
 (i) up to an aggregate maximum nominal amount of £510,022; and
 (ii)  comprising equity securities (as defined in the Companies Act 2006) up to a further aggregate maximum nominal amount of £510,022 in connection 
with an offer by way of rights issue,
  provided that such authorities shall (unless renewed, varied or revoked by the Company in a general meeting) expire on the conclusion of the next AGM of 
the Company, but so that the Company may, before such expiry, make an offer or agreement which would or might require such shares to be allotted or 
such rights to be granted after such expiry, and the Directors may allot such shares or grant such rights in pursuance of such offer or agreement as if the 
authority conferred by this resolution had not expired.
  For the purposes of this resolution 10, “rights issue” means an offer to members in proportion (as nearly as practicable) to their existing holdings to 
subscribe for further shares by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before 
payment for the shares is due, but subject to such exclusions or other arrangements as the Directors may consider necessary or expedient in relation 
to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.
11.  That, subject to the passing of resolution 10 above, the Directors be empowered pursuant to sections 570 and 573 of the Companies Act 2006 to allot 
equity securities (as defined in section 560 of the Companies Act 2006) for cash pursuant to the general authority conferred by resolution 10 above and 
sell shares held by the Company as treasury shares for cash, as if section 561 of the Companies Act 2006 did not apply to such allotment or sale, provided 
that this power shall be limited to allotments of equity securities and the sale of treasury shares:
 (i)  in connection with or pursuant to an offer by way of rights, open offer or other pre-emptive offer to the holders of shares in the Company and other 
persons entitled to participate therein in proportion (as nearly as practicable) to their respective holdings, subject to such exclusions or other 
arrangements as the Directors may consider necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, 
regulatory or practical problems in, or under the laws of, any territory; and
 (ii)  otherwise than pursuant to sub-paragraph (i) above, up to an aggregate nominal amount of £76,503 (being approximately 5% of the current issued 
ordinary share capital),
  and such power shall expire on the conclusion of the next AGM of the Company, but so that the Company may before such expiry make an offer or 
agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry, and the Directors may allot equity 
securities or sell treasury shares in pursuance of such offer or agreement as if the power conferred by this resolution had not expired.
12.  That the Company be generally and unconditionally authorised, pursuant to article 9 of the Articles of Association of the Company and pursuant to section 
701 of the Companies Act 2006, to make market purchases (as defined in section 693(4) of the Companies Act 2006) of up to 15,300,678 ordinary shares 
of 1.0p each in the capital of the Company (being approximately 10% of the current issued ordinary share capital of the Company) on such terms and in 
such manner as the Directors of the Company may from time to time determine, provided that:
 (i)  the amount paid for each share (exclusive of expenses) shall not be more than the higher of: (1) 5% above the average middle market quotation for 
ordinary shares as derived from the AIM Appendix to the London Stock Exchange Daily Official List for the five business days before the date on which 
the contract for the purchase is made; and (2) an amount equal to the higher of the price of the last independent trade and current independent bid as 
derived from the AIM Appendix to the London Stock Exchange Daily Official List or less than 1.0p per share; and
Notice of Annual General Meeting
Other information 56
Other information
Superglass Holdings PLC Annual report and accounts 2014
Special business continued
12. continued
 (ii)  the authority herein contained shall expire at the conclusion of the next AGM of the Company provided that the Company may, before such expiry, 
make a contract to purchase its own shares which would or might be executed wholly or partly after such expiry, and the Company may make a 
purchase of its own shares in pursuance of such contract as if the authority hereby conferred had not expired.
By order of the Board
Chris Lea Registered Office
Company Secretary One London Wall
 London
 EC2Y 5AB
Notes
1.   A member entitled to attend and vote at the meeting convened by the notice set out overleaf is entitled to appoint a proxy (or proxies) to attend and 
to vote in his or her place. A proxy need not be a member of the Company.
2.   A form of proxy is enclosed. To be effective it must be deposited at the office of the Company’s registrars, Capita Asset Services, PXS, 34 Beckenham 
Road, Kent BR3 4ZF, so as to be received not later than 11.00am on Monday 19 January 2015 (or, in the case of an adjournment of the AGM, not later 
than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any part of a day that is not a business day)). Completion of the 
proxy form does not preclude a member from subsequently attending and voting at the meeting in person if he or she so wishes.
3.   Copies of the letters of appointment of the Non-executive Directors of the Company will be available for inspection at the registered office of the Company 
during normal business hours (excluding Saturdays, Sundays and public holidays) from the date of this notice until the conclusion of the AGM.
4.   Any member attending the meeting (personally or by proxy) has the right to ask questions. The Company must cause to be answered any such 
question relating to the business being dealt with at the meeting but no such answer need be given if: (1) to do so would interfere unduly with the 
preparation for the meeting or involve the disclosure of confidential information; (2) the answer has already been given on a website in the form of 
an answer to a question; or (3) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
5.   In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered on the Company’s register of 
members not later than 6.00pm on 19 January 2015, or, if the meeting is adjourned, shareholders entered on the Company’s register of members 
at 6.00pm on the day two days prior to the adjourned meeting (excluding any part of a day which is not a business day), shall be entitled to attend 
and vote at the meeting.
6.   CREST members who wish to appoint a proxy (or proxies) by utilising the CREST electronic proxy appointment service may do so for the meeting and 
any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, 
and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be 
able to take the appropriate action on their behalf.
7.   In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly 
authenticated in accordance with CREST’s specifications and must contain the information required for such instructions, as described in the CREST 
Manual. The message must be transmitted so as to be received by the issuer’s agent (RAI0) by the latest time(s) for receipt of proxy appointments 
specified in note 2 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message 
by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
8.   CREST members and, where applicable, their CREST sponsors or voting service providers should note that CREST does not make available special 
procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy 
Instructions. It is the responsibility of the CREST member concerned to take or (if the CREST member is a CREST personal member or sponsored member 
or has appointed a voting service provider(s)) to procure that his or her CREST sponsor or voting service provider(s) take(s) such action as shall be 
necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, 
where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical 
limitations of the CREST system and timings.
9.   The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities 
Regulations 2001.
10.  Biographical details of each of the Directors, who are being proposed for election/re-election by shareholders, including their respective memberships of 
Board committees, are set out on pages 14 and 15.
11.  You must not use any electronic address provided either in the Notice of Meeting or any related documents (including the form of proxy) to 
communicate with the Company for any purposes other than those expressly stated.
12.  A copy of this Notice of AGM and other information required by section 311A of the Companies Act 2006 can be found at www.superglass.co.uk.
Notice of Annual General Meeting continued  
Superglass’ commitment to environmental issues is reflected in this annual report. 
It has been printed on Lumi Silk which contains material sourced from responsibly 
managed forests, certified in accordance with the FSC
®
.
This report was printed by Pureprint Group using their environmental print 
technology which minimises the impact of printing on the environment.
Vegetable based inks have been used and 99% of dry waste is diverted from 
landfill. Pureprint Group is a CarbonNeutral
®
 company. Superglass Holdings PLC
Thistle Industrial Estate 
Kerse Road 
Stirling 
Scotland FK7 7QQ
Tel: 01786 451170 
Fax: 01786 465663 
www.superglass.co.uk
Superglass Holdings PLC Annual report and accounts 2014