Specialist Chemicals and Systems
Annual
Report and Accounts
2008 Norman Hay plc is a specialist chemicals group,
focused on the construction, automotive and 
oil & gas industries.
We market a portfolio of leading chemical brands
recognised and respected by a diverse range of
industries around the world.
Welcome
Contents
Financial Highlights 1
Business Divisions 2
Our Brands 3
Chairman’s Statement 4
Worldwide Presence 6
Chief Executive’s Business Review 7
Directors and Executive Team 10
Report of the Directors 11
Statement of Directors’ Responsibilities 14
Independent Auditors’ Report 15
Consolidated Income Statement 16
Consolidated Balance Sheet 17
Consolidated Cash Flow Statement 18
Consolidated Statement of Recognised 
Income and Expense 19
Notes to the Group Financial Statements 20
Parent Company Balance Sheet 47
Notes to the Financial Statements 
of the Parent Company 48
Notice of Meeting 55
Advisers Inside Back Cover A N N U A L R E P O R T 20 0 8 1
Pre-tax profits increased to £2.4m (2007: £2.3m) 
Revenue up to £27m (2007: £24m) 
Final dividend for the year of 2.0p making the total
for the full year 4.0p (2007: 4.4p)
Net asset value per share increased by 17% to 81p (2007: 69p) 
Financial Highlights 2008 W W W. N O R M A N H AY. CO M 2
Business Divisions
Specialist
Impregnation Sealants
– solutions for managing micro-porosity
in castings
About us
We are world leaders in the supply of
thermo-cure methacrylate sealants for
the impregnation of porous metal
castings, sub contract sealing systems 
and impregnation process plant.
Our client industries:
Automotive manufacturers
Automotive suppliers
General engineering
Foundry & die cast industry
Gas & water industries
Our Norman Hay businesses:
Ultraseal International
Norman Hay Engineering
MX Systems International
Specialist 
Construction Chemicals
– solutions for underground 
construction and waterproofing
About us
We are world leaders in specialist
construction chemicals for underground
construction, waterproofing, leak
sealing, ground stabilisation, substrate
repair and protection.
Our client industries:
Construction and buildings
Tunnels and mining
Utilities & airports
Civil engineering & highways
Surface & underground rail
Ports & water authorities
Our Norman Hay businesses:
TAM International
Specialist 
Industrial Coatings
– solutions for surface release, wear 
and corrosion resistance
About us
We are world leaders in industrial surface
coatings and finishing. 
We modify component surfaces to
improve performance in hostile and
challenging environments.
Our client industries:
Aviation and aerospace
Mining and extraction
Marine
Oil, gas and petro-chemical
Precision engineering
Our Norman Hay businesses:
Armourcote
Surface Technology
Norman Hay Engineering
Applied Precision Coatings
Hi Tech Coatings
Advanced Surface Treatments 
A  portfolio of leading chemical brands
recognised and respected around the World.
World-class chemicals from the Norman Hay Group
Surface Coatings Automotive Sealants Construction Chemicals A N N U A L R E P O R T 20 0 8 3
Our Brands
"World class brands recognised and respected around the world"
Our products and services are used by some of the world’s largest companies on a variety of prestigious projects:-
Ultraseal sealants are used by BMW for their new six cylinder engine being built in Germany and Austria.
TAM’s construction chemicals have been used in the UK at Wembley Stadium; in Hong Kong on the Tsing Ma
Bridge and in Singapore for the MRT.
Armourcote’s coatings are used to enhance the performance of Rolls Royce aircraft engines.
Our specialist chemical brands are globally recognised for product excellence, value and reliability – key attributes
that have built our reputation and enviable record in customer loyalty.
Norman Hay Engineering with its renowned Plasticraft and Ardrox brands supplies our three chemical divisions 
and their customers with advanced surface treatment and non-destructive testing equipment.
Norman Hay Product Groups Norman Hay Brands
Armourcote
Armourcote
Tricem
Hi-Tech
APC
Surface Technology
AST
Ultraseal International
MX
Rexeal
MX2
PC504-66
Electroseal
TAM International
TamSeal
TamPur
TamCrete
TamAcryl
TamSil
TamRez
TamShot
TamCem 2008wasarecordyearfortheNormanHayGroup
withapre-taxprofitof£2.4monaturnoverof£27m.
Theseresultsincludeforeignexchangegainsandthe
saleoftheBKfreeholdsite,whichwepreviously
announcedinApril2008.
Ourstrongperformanceinthefirsthalfoftheyear
sloweddownsignificantlyinthesecondhalf,asthe
effectsoftheglobalfinancialcrisisimpactedmanyof
ourcustomersfrommidSeptemberonwards.
YourBoardiscontinuingtorespondtothefast
changingeconomicenvironmentbyensuringthatall
effortsaretargetedonourmostsignificantsales
opportunitieswhilstintroducingfurthercostcontrols
acrosstheGroup.
Ourpositionisstrengthenedbyfocusingonthreevery
differentmarketsworldwide,providingspecialist
chemicalproductsfortheConstruction,Automotive
andOil&Gasindustries.
Thestrategicmoveintospecialistchemicalproducts
hasbroughtglobalsalesopportunities–especiallyin
theAsia-Pacificregion–reducingourexposuretothe
worseningbusinessclimateintheUK,particularlyin
theautomotivesector.
Thisdiversificationhasbroughtbalancetoourglobal
customerbaseandseenourinternationalrevenues
increaseto48%oftotalGroupsales.
Dividends
YourDirectorsrecommendafinaldividendforthe
yearof2.0p(2007:2.6p)makingthetotalforthefull
year4.0p(2007:4.4p),asmallreductioninthese
difficulttimes.
IfapprovedattheAnnualGeneralMeetingtobeheld
on24June2009,thedividendwillbepaidon31July
2009toshareholdersontheregisteron26June2009.
BusinessOverview
TheGroupcomprisesthreechemicaldivisions:
Armourcote–SurfaceCoatings
InordertobeabletoofferthefullrangeofArmourcote
specialisedcoatingstoourglobalOil&Gascustomer
base,wehaveexpandedHi-TechCoatingsinPerth,
WesternAustraliaandopenedabrandnewfacilityin
PortKlang,Malaysia.
Theintegrationofnewprocessesintotheexisting
businessinPerthprovedimmediatelyprofitable.The
newstart-upoperationinMalaysia,whichhasmade
lossesintheperiodtodate,isexpectedtomoveinto
profitinthesecondhalfof2009.
Therehasbeensignificantpressureonmarginsin
ourUKsub-contractsurfacecoatingsandtreatment
businesses.Inordertomitigatetheeffectsofthis
pressure,weacquiredAdvancedSurfaceTreatments
Limited,anotherCoventry-basedoperation,andhave
centralisedallzincandalloyelectroplatingonto
onesite.
Ultraseal–AutomotiveSealants
2008provedtobeastrongyearintermsofsalesand
profitabilitydespitethewelldocumenteddownturn
oftheglobalautomotivesectorinthelastquarterof
theyear.
UltrasealInternationaldeliveredandinstalled25new
processplantsduringtheyearinEuropeandAsia.
ManufacturedattheirbasesintheUK,Indiaand
China,theseplantswillfurtherexpandtheglobal
customerbasefortheirconsumablechemicalsin
thecomingyear.
Newanddevelopingmarketsreturnedpositiveand
realgrowthwhilstthetraditionalterritoriesalso
heldupwell.
Theongoinginternationaleconomicsituationis
naturallyofconcernandwehavemodifiedourshort
termobjectivesandfocustominimisetheimpact
ofthissituationonwhatisaspecialisedandniche
globalbusiness.
WWW.NOR M ANHAY.COM 4
16627 22/05/2009 PROOF 6
“
Chairman’s Statement
16627NORMANHAfront:81215 pre  22/5/09  14:18  Page 4 TAMInternational
–ConstructionChemicals
SalesfromtheTAMInternationalGroupgrewstrongly
inthelast12monthsaswecontinuetoinvestinits
globalinfrastructure.
TAM’snewTunnelling&Miningdivisionhasbeen
formedtooperateprimarilyintheAsia-Pacific
regionandissupportedbyournewTaiwanese
operation,whichmanufacturesthespecialised
constructionchemicalsandadditivesrequiredfor
thisimportantindustrysector.
Thestart-upcostsofthesenewoperationshave
impactedTAM’soverallresultsand,whilstthiswill
continueduringthesecondquarterof2009,we
believethatthesebusinesseswillconsiderablybenefit
thefuturestrengthoftheGroup.
NormanHayEngineering
–ChemicalEngineering
Ourengineeringbusinesscontinuestoperformwell
andprofitablyinitsincreasinglyglobalmarket.
Designingandmanufacturingourownrangeof
chemicalprocessplantssupportsthethreechemical
divisionsoftheGroup.
Thebespokesystemsincludemetalfinishingplants,
extraction,pollutioncontrolequipment,vacuum
impregnationandnon-destructivetestingequipment.
Staff
OnbehalfoftheBoardandourshareholders,Iwould
liketothankalloftheGroup’sstafffortheirconsistent
hardwork,loyaltyandcommitmenttotheGroup.
Working,aswedo,inthesechallengingtimesIam
confidentthattheywillcontinuetodeliverexcellent
servicetoourcustomers.
Wehave,inevitably,hadtolosesomeofourstaffas
wecontinuouslyscaleourbusinessesinlinewiththe
changingoperatingandeconomicenvironment.
Thatisnotadecisioneasilytakenandthenecessity
ofitisregrettedbyusall.
Outlook
Theturmoilinthefinancialmarketsispushingmany
industrialisednationsintorecessionanditisdifficult
toevaluateexactlyhowthiswillimpactourbusinesses
in2009.
Despitebeingwellstructuredtoweatherthestorm,
economicweaknessinourmainmarketssignificantly
affectedourtradinginthefirstquarterofthisyear.
ManyGovernmentsaroundtheworldareinvesting,
orplanningtoinvest,inmajorcivilengineering
andinfrastructureprojectsasawayofcombating
thedownturn.Thiswillhelptobolstertheglobal
constructionindustryand,induecourse,our
constructionchemicalsandengineeringbusinesses
shouldbenefit.
Sofarthisyearwehavesetupnewoperationsin
IndonesiaandIndiatocomplementthosesetup
in2008inTaiwanandMalaysia.Inevitablythese
newbusinessesputastrainonresourcesduring
theirstartupperiods,buttheywillformpartofthe
bedrockofourfuturegrowthwhennormaltrading
conditionsreturn.
InMarch2009wemovedtheTAMUKoperationfrom
DaventrytoourCoventrysiteinordertooptimise
resourcesandpoolitsmanufacturingfacilitieswith
thoseofUltrasealInternational.
InthesamemonthNormanHayEngineeringsecured
amajor£4mcontractforanaerospaceprocessfacility
tobeinstalledintheKingdomofSaudiArabia.
Themeasuresthatwehavetaken,andcontinueto
take,tomaximiseefficiencies,minimiseoperating
costsandrefocusourmarketswillstandtheGroup
ingoodsteadtocomethroughthiscurrentperiod
ofeconomicturmoil.
Theconditionalcontractthatwehadenteredintowith
UniteforthesaleoftheCoventrysitehasbeen
terminatedbymutualagreement,asplanning
permissionfortheproposedstudentaccommodation
developmentwasnotforthcoming
Weexpecttradingtoimproveduringthesecond
quarterassomeofourcustomersre-stockandthis
trendshouldcontinueintothesecondhalfofthisyear.
PeterLHay
Chairman
27May2009
A NNUAL R EP ORT 2008 5
16627 22/05/2009 PROOF 6
Our position is strengthened by focusing on three very different markets
worldwide, providing specialist chemical products for the Construction,
Automotive and Oil & Gas industries.
“
”
16627NORMANHAfront:81215 pre  22/5/09  14:18  Page 5 W W W. N O R M A N H AY. CO M 6
Worldwide Presence
The Norman Hay Group of companies has its own operations across 5 continents 
and distributors, agents and resellers in over 25 countries.
We are an international group that is familiar with different standards, different 
cultures and different operating environments.
We continue to seek new prospective distributors who believe they can develop 
our regional presence.
Our operations span the globe A N N U A L R E P O R T 20 0 8 7
Chief Executive ’ s Business Review
Norman Hay Group Review of 2008
The Group’s strategy is to create growth through the
global expansion of our businesses. I am pleased to say
that we were again successful in achieving this in 2008.
Financial Performance
Revenue up 13%
International revenue up 28%
Profits from operations increased to £2.4m
Sales in the year to 31 December 2008 grew by 13% 
to £27m (2007: £24.0m). A pre-tax profit of £2.4m 
(2007: £2.3m) was achieved after significant start up
costs for new operations were offset by exchange gains
and the profit on the sale of the BK Engineering site 
in Leighton Buzzard.
Basic earnings per share of 10.7p (2007: 11.4p) would
have been 16.2p (2007: 16.3p) excluding the taxation
charge. The taxation adjustments are further explained
in Note 9 to the financial statements.
Set against the challenges of world economic
conditions this has been another successful trading
year for the Group. We continued to increase the
Group’s earnings in the first half of the year however
performance was impacted in the final quarter as our
customers were affected by the global financial crisis.
Operations
Our operations are divided into three chemical
divisions, supported by our Engineering division, which
designs and manufactures a wide range of chemical
process plants:-
Armourcote – Specialist surface coatings
Ultraseal – Automotive sealants
TAM – Construction chemicals 
These three leading brands are recognised and
respected by a diverse range of industries and sought
after by many of the world’s leading multi-national
manufacturers.
Armourcote – Surface Coatings
The surface coatings business did not perform as well 
as in the preceding year. Our new venture in Malaysia
incurred a start up loss of £193k before adjusting 
for exchange gains and, in addition, we incurred
reorganisation costs in the Coventry operation as we
integrated it in to the AST business, which we acquired
in July 2008. Our UK based businesses providing
specialist surface coatings for the oil & gas sector,
having started slowly, recovered to finish the 
year strongly.
Armourcote serves a number of markets including
automotive, engineering and oil & gas. As we see a 
major deterioration in the automotive sector, other
markets are proving to be more resilient and our
Leeds and Scotland based operations that are
predominantly focused on the oil & gas markets 
have started 2009 strongly.
The diversity in the markets we service should help to
offset the bleak outlook in manufacturing expected 
over the next twelve months.
Ultraseal – Automotive Sealants
Ultraseal’s performance in 2008 was above
expectations with pre-tax profits up 21% on the
preceeding year. The impact of increased market 
share and positive exchange gains boosted results. 
Sustainability and a corporate responsibility towards
the environment has always been the focus for
Ultraseal International. Throughout 2008 we continued
to pursue the development of new products and
services that will allow Ultraseal’s customers to adopt
new solutions which will enable them to reduce their
carbon footprints and effluent streams. W W W. N O R M A N H AY. CO M 8
Chief Executive ’ s Business Review continued
Ultraseal – Automotive Sealants cont’d
Although the automotive sector suffered in the second
half of 2008, the global nature of our business helped 
to offset the decline in Europe and the USA.
As part of our focus on “Total Solutions To Porosity”
Ultraseal International has become the exclusive
distributor for the Lubrolene range of patented die
lubricants for the greater European area. These
products, from a leading Japanese manufacturer, are
unique in their field and represent the most advanced
products available in the world, bringing both huge
environmental and financial benefits to users. They
represent a demonstrable synergy with the Ultraseal
range of advanced impregnation sealants in that 
they focus on better quality products and provide lower
manufacturing costs and reduced environmental
impact for the customer. 
The outlook for 2009 is difficult to forecast as the
reduction in new automotive manufacturing schedules
is yet to stabilise. As a result, we are expecting a fall 
in profitability compared with 2008.
Norman Hay Engineering
– Chemical Engineering
The results for 2008 were better than in 2007 as,
despite lower sales, improvements in margins resulted
in a 12% increase in profits.
The year has started well with us securing a major
contract with Messier Services UK to supply and install
process lines for a new aircraft landing leg repair facility
in Saudi Arabia.
TAM – Construction Chemicals
We continued to expand the construction chemicals
operations in 2008. Sales grew by 64% to £6.9m 
(2007: £4.2m) although profitability did not grow at the
same rate. The manufacturing and distribution facility
in Taiwan incurred start up losses and the Australian
operation produced a loss for the year. The TAM
Australia strategy is now realigned and cost reduction
measures have resulted in a small operating profit being
achieved in November and December.
TAM International is growing into a truly global
supplier of a broad range of construction chemicals 
with our new Taiwan facility, which became operational
in July, manufacturing advanced admixes and
associated chemical products.
The global expansion will continue in 2009 with the
establishment of sales and marketing operations in
Indonesia and India together with the signing up of
new distributors in Vietnam and Malaysia. 
Although many sections of the construction industry
are experiencing difficult times, the TAM business,
which is predominately involved in structural repairs
and infrastructure projects, will benefit from
opportunities which arise as governments increase
spending in these areas to offset the impact of the
global recession. A N N U A L R E P O R T 20 0 8 9
Norman Hay plc
Norman Hay made two significant appointments during
2008 in order to strengthen the team at Group level:
Lee Shelton – Director of International Business
Development
Lee Shelton was appointed Director of International
Business Development in January 2008 and he relocated
from Japan to Hong Kong in March 2009. In this new
role Lee will focus on driving growth opportunities
across the Asia-Pacific region.
Nick Ogden – Group Financial Controller of Norman Hay plc
and Finance Director of Surface Technology plc.
Nick Ogden was appointed in June, 2008 in order 
to strengthen the overall financial control and
management of our increasingly international
operations.
Nick has joined us from BDO Stoy Hayward LLP where he
had been Audit Manager for Norman Hay since 2004.
His insight into the Group has enabled him quickly to
contribute to improvements in the financial
management of Group businesses.
Current Trading
Whilst the current global economic environment
presents us with new challenges, there are a number 
of positives. 
The Norman Hay Engineering order book, boosted by the
Messier order for Saudi Arabia, now stands at its highest
ever level. 
In addition, there has been a significant increase in new
enquiries associated with this success and several new
opportunities are being explored.
Elsewhere, TAM International has recently received a
£2.6m contract to supply specialist construction
chemicals for the Hong Kong West Drainage 
Tunnel project.
Victor P Bellanti
Chief Executive 
27 May 2009
This has been another successful trading year for the Group,
despite the challenges of world economic conditions.
“
”
Summary
The Norman Hay Group
has been successful
in its strategy for sales growth
through the global expansion
of its businesses.
Current Trading cont’d
We are in a strong position to repeat this success on 
a number of other up and coming infrastructure projects 
in the Asia-Pacific region.
The actions that we have taken to tackle
the uncertainties in the financial markets will ensure 
that the Group is well placed to move forward in 
the next 12 months. Directors and Executive T eam
W W W. N O R M A N H AY. CO M 10
Executive Directors
Peter L Hay 
Chairman
Peter Hay was appointed to the Board in 1977. 
He was Group Technical Director for five years
and subsequently Group Managing Director for
eleven years.
Victor P Bellanti 
Chief Executive
Victor Bellanti joined Norman Hay plc in 1993 as
Financial Director and was appointed Chief Executive 
in March 2000.
Non-Executive Directors
Anthony M Hay 
Non-Executive Director
Anthony Hay has been a Director of the Company
since 1964. He was Group Sales & Marketing Director
before serving as Chairman from 1984 to 1993. 
David W Miller 
Non-Executive Director
David Miller was Chief Operating Officer for 7 years
before he retired at the end of 2006. He rejoined the
Board as a Non-Executive Director in February 2007. 
Executive Team
Lee Shelton
Director of International Business Development
– Norman Hay plc
Lee Shelton joined Ultraseal in 1999 and was previously
based in Japan as Asia-Pacific Director. Following his
promotion in 2008 he is now based in Hong Kong.
Nick Ogden 
Group Financial Controller 
– Norman Hay plc 
Nick Ogden, who is also Finance Director of Surface
Technology plc, joined Norman Hay plc in 2008 from
BDO Stoy Hayward LLP where he was a senior manager
in their Business Assurance team.
Brigid Cattle 
Company Secretary 
– Norman Hay plc
Brigid Cattle was appointed Company Secretary
of Norman Hay plc in September 2000. Previously
she was Human Resources Director of Ultraseal
International.
Ronnie Ross 
Managing Director 
– Surface Technology International
Ronnie Ross  joined the East Kilbride surface finishing
business in 1986. In 2008 he was promoted 
to Managing Director of Surface Technology 
International with operations in Scotland, 
Malaysia and Perth in Western Australia.
Martyn Crowther 
Managing Director 
– Armourcote
Martyn Crowther joined the Leeds based business in
1974. He was appointed Operations Director in 1990
and promoted to Managing Director of Armourcote’s
UK operations in 2008.
Gary Lloyd 
Managing Director 
– Ultraseal International
Gary Lloyd joined Ultraseal in 1988 and was appointed
Managing Director in 1996. He is responsible for all
Ultraseal’s global operations. 
Mike Priddle
Managing Director 
– Norman Hay Engineering
Mike Priddle joined Ultraseal in March 1987 and was
appointed Engineering Director in 1998. In 2007 
he was promoted to Managing Director of Norman 
Hay Engineering.
Martin Robbins
Managing Director 
– TAM International
Martin Robbins is based in Hong Kong and is
responsible for TAM’s global operations. He retains a 
25% shareholding in TAM International, which was
acquired by Norman Hay plc in December 2006 Report of the Directors
The Directors have pleasure in submitting their annual
report and audited financial statements for the year
ended 31 December 2008.
Results and dividends
The Group Income Statement is set out on page 16 and
shows revenue for the year of £27.0m and profits on
ordinary activities before tax of £2.36m.
Principal activities and business review
The principal activities and business information on
pages 4 and 5 (Chairman’s Statement) and Chief
Executive’s Business Review on pages 7-9, provide
detailed information relating to the Group and the
operation and development of the business for the 
year ended 31 December 2008.
Principal risks and uncertainties
During the last year, the Group has continued to
execute strategies to optimise business opportunities
and minimise exposure to principal risks and
uncertainties.
We have now established the Group framework 
built on three separate business divisions:- Surface 
Coatings; Automotive Sealants and Construction
Chemicals, and have extended our global reach to
service the requirements of our multi-national
customer base.
The economic conditions in financial markets have led
to greater uncertainty, the impact of which is also
discussed within the review on pages 4-5. The
information contained in these pages summarises 
the actions that the Group has taken to tackle these
uncertainties and to ensure that the Group is well
placed to move forward in the next 12 months.
As the Group expands worldwide there is a potential
risk of financial loss or damage to our reputation 
resulting from inadequate or failed internal processes
and systems, or the actions of people or external 
events. The Group manages these potential risks 
through appropriate controls and loss mitigation 
actions. 
Examples include:
taking sufficient insurance cover, including business
interruption;
maintaining disaster recovery plans for all major
sites;
maintaining rigorous data backup procedures;
carrying out a regular review of the principal
suppliers and customers of the Group, and how
each impacts on the Group’s business;
regularly reviewing performance against budgets
and forecasts;
establishing clearly defined procedures for the
authorisation of major new investments and
commitments; and
ensuring that exposure to foreign exchange is
minimised through prompt payment of inter-Group
current accounts.
The Board and management teams continue to
monitor potential risk areas and adjust tactical and
strategic plans accordingly to protect our businesses.
Proactive working capital management and analysis 
of historic and anticipated trading patterns assist the
Board in its decision making. Financial reviews are
undertaken at Board and management levels to
analyse and understand current and future results.
Another key element and principal risk of managing
the Group’s growth is our personnel. It is important
that the Group succeeds in attracting, developing and
retaining, qualified, experienced and motivated staff
worldwide.
The Board of Directors of Norman Hay accept their
collective responsibility in providing health and safety
leadership and regard the effective management of
health and safety risks as key to the fulfilment of the
Group’s business objectives.
Financial Instruments
Details of the use of Financial Instruments and
Financial Instruments Risk Management are contained
in Note 30 of the Financial Statements.
Directors
The Directors of the Company, shown on page 10, held
office throughout the year. Mr. David Miller retires by
rotation and, being eligible, offers himself for re-election.
A N N U A L R E P O R T 20 0 8 11 Report of the Directors continued
Directors’ interests
Interest in shares
The interests of the Directors and their immediate
families in the share capital of the Company remained
unchanged between the dates set out below:
1 January and
31 December 2008
Beneficial
P L Hay 2,210,870
A M Hay 1,108,170
D W Miller 264,750
V P Bellanti 125,000
The details of the Directors’ interests in share options,
which remained unchanged between the dates shown,
are as follows:
Interest in share options
1 January and
31 December 2008
P L Hay Approved(a) 144,925
V P Bellanti Approved (a) 144,925
V P Bellanti Unapproved (b) 620,075
P L Hay Unapproved (b) 420,075
(a) The approved options are exercisable between 5 July
2009 and 4 July 2016 at 69p per share.
(b) The unapproved options are exercisable between 
5 July 2006 and 4 July 2016 at 69p per share upon
the share price achieving 250p or a change in
control.
At 31 December 2008 the middle market price of the
ordinary shares was 79.5p per share, and the range
during the year was between 79p and 128.5p.
Substantial shareholdings
At 31 December 2008, the Company had been notified
of the following holdings in the issued share capital of
the Company
Ordinary 
Shares %
Mr P L Hay 2,210,870 14.92
Mrs G Luker 1,476,571 9.96
Mr A M Hay 1,108,170 7.48
Miss C Bewsher 747,161 5.04
Mr D Bewsher 746,511 5.03
Mr N Hendy 487,500 3.29
Miss A Hendy 452,500 3.05
Westcombe Investments 446,000 3.01
Mr Hendy and Miss Hendy may be considered
associates of Westcombe Investments. These three
shareholders do not consider themselves to be a
concert party under the rules of the Takeover Panel.
However they consider that they may be deemed to be
acting in concert by certain regulatory bodies.
Save as disclosed, no other person or company has a
material interest in the shares of the Company of 3% or
more, or, being an investment manager, interests
aggregating to 10% or more.
Creditors payment policy
The Group’s policy for all suppliers is to fix terms of
payment when agreeing the terms of each business
transaction, to ensure the supplier is aware of those
terms and to abide by the agreed terms of payment. 
At 31 December 2008 creditors represented 54 days of
purchases for the year. The Company has negligible
trade creditors.
Indemnity cover
Third party indemnity cover for the Directors was in
force during the year, up to and including the Balance
Sheet date and the date of this report.
W W W. N O R M A N H AY. CO M 12 Employees
The Directors place considerable value on the
involvement of employees and recognise the
importance of communicating effectively on matters
which affect their current and future interests. This
communication is achieved through regular meetings
at local operating level and through informal briefing
sessions.
The Group’s policy is to ensure that, as far as is
reasonably practicable, there is a working environment
which will minimise the risk to health and safety of its
employees and those persons who are authorised to be
on its premises.
The Group continues to give full and fair consideration
to applications for employment from disabled persons,
having regard to their particular aptitudes and abilities.
If an employee becomes disabled, the Group
endeavours to continue his or her employment if this is
practicable and, in appropriate cases, special training
may be given.
Donations
Donations for charitable purposes during the year 
were £1,155 (2007 : £819). No political contributions
were made.
Land and buildings
It is likely that the open market value of our freehold
land and buildings is significantly higher than the
recorded carrying value. No valuation has been
undertaken that allows us to quantify this difference.
Auditors
The Directors have taken all the necessary steps to
make themselves aware of any information needed by
the Company’s auditors for the purposes of their audit
and to establish that the auditors are aware of 
that information. The Directors are not aware of any
relevant audit information of which the auditors 
are unaware.
BDO Stoy Hayward LLP have expressed their willingness
to continue in office and a resolution to re-appoint
them will be proposed at the forthcoming Annual
General Meeting.
By order of the Board
Brigid M Cattle
Company Secretary
27 May 2009
A N N U A L R E P O R T 20 0 8 13 Statement of Directors’ Responsibilities
Directors’ responsibilities
The Directors are responsible for keeping proper
accounting records which disclose with reasonable
accuracy at any time the financial position of the
Group, for safeguarding the assets of the Company, for
taking reasonable steps for the prevention and
detection of fraud and other irregularities and for the
preparation of a Directors’ Report which complies with
the requirements of the Companies Act 1985.
The Directors are responsible for preparing the annual
report and the financial statements in accordance with
the Companies Act 1985. The Directors are also
required to prepare financial statements for the Group
in accordance with International Financial Reporting
Standards as adopted by the European Union (IFRS) and
the rules of the London Stock Exchange for companies
trading securities on the Alternative Investment
Market. The Directors have chosen to prepare financial
statements for the Group holding company, Norman
Hay plc (the Company), in accordance with UK
Generally Accepted Accounting Practice (UK GAAP).
Group financial statements
International Accounting Standard 1 requires that
financial statements present fairly for each financial
year the Group’s financial position, financial
performance and cash flows. This requires the faithful
representation of the effects of transactions, other
events and conditions in accordance with the
definitions and recognition criteria for assets, liabilities,
income and expenses set out in the International
Accounting Standards Board’s ‘Framework for the
preparation and presentation of financial statements’.
In virtually all circumstances, a fair presentation will be
achieved by compliance with all applicable IFRS. A fair
presentation also requires the Directors to:
consistently select and apply appropriate
accounting policies;
present information, including accounting policies,
in a manner that provides relevant, reliable,
comparable and understandable information; and
provide additional disclosures when compliance
with the specific requirements in IFRS is insufficient
to enable users to understand the impact of
particular transactions, other events and conditions
on the entity’s financial position and financial
performance.
Parent Company financial statements
Company law requires the Directors to prepare
financial statements for each financial year which give
a true and fair view of the state of affairs of the
Company and of the profit or loss of the Company for
that period. In preparing these financial statements,
the Directors are required to:
select suitable accounting policies and then apply
them consistently;
prepare the financial statements on a going concern
basis unless it is inappropriate to presume that the
Company will continue in business;
make judgments and estimates that are reasonable
and prudent; and
state whether applicable accounting standards have
been followed, subject to any material departures
disclosed and explained in the financial statements.
Financial statements are published on the Group’s
website in accordance with legislation in the United
Kingdom governing the preparation and dissemination
of financial statements, which may vary from
legislation in other jurisdictions. The maintenance and
integrity of the Group’s website is the responsibility of
the Directors. The Directors’ responsibility also extends
to the ongoing integrity of the financial statements
contained therein.
W W W. N O R M A N H AY. CO M 14 Independent Auditors’ Report
We have audited the Group and parent Company
financial statements (the “financial statements”) of
Norman Hay plc for the year ended 31 December 2008,
which comprise the Consolidated Income Statement,
the Consolidated and Company Balance Sheets, the
Consolidated Cash Flow Statement, the Consolidated
Statement of Recognised Income and Expense, and the
related notes. These financial statements have been
prepared under the accounting policies set out therein.
Respective responsibilities of Directors and Auditors
The Directors’ responsibilities for preparing the Annual
Report and Accounts and Group Financial Statements in
accordance with applicable law and International
Financial Reporting Standards (IFRS) as adopted by the
European Union and for preparing the parent Company
Financial Statements in accordance with applicable law
and United Kingdom Accounting Standards (United
Kingdom Generally Accepted Accounting Practice) are set
out in the in the Statement of Directors’ Responsibilities.
Our responsibility is to audit the financial statements in
accordance with relevant legal and regulatory requirements
and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the
financial statements give a true and fair view and have
been properly prepared in accordance with the
Companies Act 1985 and whether the information
given in the Directors’ Report is consistent with those
financial statements. We also report to you if, in our
opinion, the Company has not kept proper accounting
records, if we have not received all the information and
explanations we require for our audit, or if information
specified by law regarding Directors’ remuneration and
other transactions is not disclosed.
The other information comprises: Welcome, Financial
Highlights, the Business Divisions, Our Brands, the
Chairman’s Statement, Worldwide Presence, the Chief
Executive’s Business Review, the Directors and Executive
Team and the Report of the Directors. We consider the
implications for our report if we become aware of any
apparent misstatements or material inconsistencies with
the financial statements. Our responsibilities do not
extend to any other information.
Our report has been prepared pursuant to the
requirements of the Companies Act 1985 and for no
other purpose. No person is entitled to rely on this
report unless such a person is a person entitled to rely
upon this report by virtue of and for the purpose of the
Companies Act 1985 or has been expressly authorised
to do so by our prior written consent. Save as above, we
do not accept responsibility for this report to any other
person or for any other purpose and we hereby
expressly disclaim any and all such liability.
Basis of audit opinion
We conducted our audit in accordance with International
Standards on Auditing (UK and Ireland) issued by the
Auditing Practices Board. An audit includes examination,
on a test basis, of evidence relevant to the amounts and
disclosures in the financial statements. It also includes an
assessment of the significant estimates and judgments
made by the Directors in the preparation of the financial
statements, and of whether the accounting policies are
appropriate to the Group’s and Company’s circumstances,
consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all
the information and explanations which we considered
necessary in order to provide us with sufficient evidence
to give reasonable assurance that the financial
statements are free from material misstatement,
whether caused by fraud or other irregularity or error. In
forming our opinion we also evaluated the overall
adequacy of the presentation of information in the
financial statements.
Opinion
In our opinion:
the Group financial statements give a true and fair
view, in accordance with IFRS as adopted by the
European Union, of the state of the Group’s affairs
as at 31 December 2008 and of its profit for the
year then ended;
the parent Company financial statements give a
true and fair view, in accordance with United
Kingdom Generally Accepted Accounting Practice,
of the state of the parent Company’s affairs as at 
31 December 2008;
the financial statements have been properly
prepared in accordance with the Companies Act
1985; and
the information given in the Directors’ Report is
consistent with the financial statements.
BDO Stoy Hayward LLP
Chartered Accountants and Registered Auditors
Birmingham
27 May 2009
A N N U A L R E P O R T 20 0 8 15 W W W. N O R M A N H AY. CO M 16
2008 2007
Note £000 £000
Revenue 2 27,001 23,959
Cost of sales (17,175) (15,327)
Gross profit 9,826 8,632
Distribution expenses (1,036) (631)
Administrative expenses (6,857) (5,749)
Other income 497 143
Profit from operations 3 2,430 2,395
Finance income 4 139 190
Finance costs 5 (206) (243)
Profit before taxation 2,363 2,342
Taxation 7 (810) (672)
Profit after taxation 1,553 1,670
Attributable to:
Equity holders of the parent 1,562 1,637
Minority interest (9) 33
1,553 1,670
Basic earnings per share 9 10.7p 11.4p
Diluted earnings per share 9 10.4p 10.9p
The notes shown on pages 20 to 46 form part of these financial statements. 
W W W. N O R M A N H AY. CO M 16
Consolidated Income Statement
for the year ended 31 December 2008 A N N U A L R E P O R T 20 0 8 17 A N N U A L R E P O R T 20 0 8 17
Consolidated Balance Sheet
at 31 December 2008
2008 2007
Note £000 £000 £000 £000
Assets
Non-current assets
Intangible assets 10 2,952 2,437
Property, plant and equipment 11 5,837 4,633
Investments 12 26 26
Other receivables – 72
Total non-current assets 8,815 7,168
Current assets
Inventories 13 2,846 1,795
Trade and other receivables 14 7,206 6,774
Cash and cash equivalents 15 1,015 801
Asset held for sale 11 – 271
Total current assets 11,067 9,641
Total assets 19,882 16,809
Liabilities
Current liabilities
Other financial liabilities 16 512 659
Trade and other payables 17 4,380 3,870
Provisions 18 114 142
Current tax liabilities 19 653 682
Total current liabilities 5,659 5,353
Non-current liabilities
Other financial liabilities 20 2,000 1,331
Trade and other payables 21 –
Deferred tax liabilities 21 422 144
Total non-current liabilities 2,443 1,475
Total liabilities 8,102 6,828
Net assets 11,780 9,981
Equity
Share capital 24 1,481 1,481
Share premium account 25 1,254 1,254
Capital redemption reserve 25 94 94
Other non-distributable reserve 25 766 766
Reserve for own shares 25 (322) (322)
Share scheme reserve 25 43 26
Foreign exchange reserve 25 772 36
Retained earnings 25 7,372 6,475
Equity attributable to equity holders of
the parent company 11,460 9,810
Minority Interest 320 171
Total equity 11,780 9,981
The financial statements were approved and authorised for issue by the Board on 27 May 2009. 
Victor P Bellanti
Director 
The notes shown on pages 20 to 46 form part of these financial statements.  Consolidated Cash Flow Statement
for the year ended 31 December 2008
2008 2007
Cash flows from operating activities Note £000 £000
Profit from operations 2,430 2,395
Release of negative goodwill (231) –
Impairment of intangibles – 15
Depreciation 566 383
(Profit)/loss on sale of property, plant and equipment (378) 38
Share option charge 17 17
Increase in inventories (614) (515)
Decrease/(increase) in receivables 886 (864)
(Decrease)/increase in payables (721) 167
(Decrease)/increase in provisions (28) 48
Finance income 139 190
Finance costs (206) (243)
Tax paid (781) (414)
Net cash generated from operating activities 1,079 1,217
Cash flows from investing activities
Acquisition of subsidiaries net of cash acquired 26 (210) (383)
Purchase of property, plant and equipment (1,030) (847)
Expenditure on intangibles – (15)   
Proceeds from disposal of property, plant and equipment 691 18
Net cash used in investing activities        (549) (1,227)
Cash flows from financing activities
Dividends paid to shareholders (669) (554)
Net proceeds from issue of ordinary share capital – 112
Payments for purchase of share capital in subsidiary (26) –
Net proceeds from issue of share capital to minority shareholders 197 –
Purchase of long term incentive plan shares – (322)
Finance lease repayment (59) (31)
New loans raised 303 581
Repayment of loans (214) (546)
Net cash used in financing activities     (468) (760)
Net increase/(decrease) in cash and cash equivalents 62 (770)
Cash and cash equivalents at the beginning of the year 541 1,264
Effects of foreign exchange rate changes 224 47
Cash and cash equivalents at the end of the year 15 827 541
The notes shown on pages 20 to 46 form part of these financial statements. 
W W W. N O R M A N H AY. CO M 18 Consolidated Statement of 
Recognised Income and Expense
for the year ended 31 December 2008
2008 2007
£000 £000
Exchange differences on translation of foreign operations 723 75
Deferred tax movements in respect of share option scheme 4 (4)
Net income recognised directly in equity 727 71
Profit for the year 1,553 1,670
Total recognised income and expense for the year 2,280 1,741
Attributable to:
Equity shareholders 2,302 1,708
Minority interests (22) 33
2,280 1,741
A N N U A L R E P O R T 20 0 8 19 Notes to the Group Financial Statements
1  Accounting policies
These financial statements have been prepared in accordance with International Financial Reporting Standards, International
Accounting Standards and Interpretations (collectively “IFRS”) issued by the International Accounting Standards Board (“IASB”)
as endorsed by the European Union (“endorsed IFRS”) and with those parts of the Companies Act 1985 applicable to companies
preparing financial statements in accordance with IFRS.
The parent Company financial statements have been prepared in accordance with applicable United Kingdom accounting
standards and are shown in pages 47 to 54.
Standards, interpretations and amendments to published standards not yet effective
Certain new standards, amendments and interpretations to existing standards have been published that are mandatory for the
Group’s accounting periods beginning on or after 1 January 2009 or later periods and which the Group has decided not to adopt
early. These are:
IFRS 8, Operating Segments IFRS 8 is mandatory for accounts periods beginning on or after 1 January 2009. This standard will
replace IAS 14. IFRS 8 will require an entity to adopt a ‘management approach’ to report on the financial performance of its
operating segments, and also about the entity’s products and services, the geographical areas in which it operates, and its
major customers. The information to be reported would be what management uses internally for allocating resources to
operating segments.
As it is a disclosure standard, IFRS 8 is not expected to affect reported net assets or results of the Group.
Management is currently assessing the impact of this revision on the financial statements.
IFRS 3 Business Combinations (revised 2008) and complementary amendments to IAS 27: Consolidated and Separate
Financial Statements IFRS 3 (revised 2008) and the complementary amendments to IAS 27 are both mandatory for
accounting periods beginning on or after 1 July 2009, but are not as yet endorsed for use in the European Union.
There are certain significant changes to the requirements of IFRS 3, and options available, when accounting for business
combinations in future periods.
Management is currently assessing the impact of IFRS 3 (revised 2008) and complementary amendments to IAS 27 on the
Group financial statements.
IAS 1, Presentation of financial statements (revised 2007) IAS 1 (Revised 2007) is mandatory for accounts periods beginning
on or after 1 January 2009.
This revision of IAS 1 will require a change in how the Consolidated Income Statement is presented by the inclusion of a
Statement of Comprehensive Income which includes items taken directly to equity (with the exception of transactions  with
the shareholders of the Group).
This new presentation will either be in terms of one single Statement of Comprehensive Income, or as two separate
statements comprising a Group Income Statement, which is currently presented, and a further Statement of Comprehensive
Income which incorporates only those items to be taken directly to equity.
Management is currently reviewing the impact of IAS 1 (Revised 2007) on the presentation of the Group financial statements.
Amendments to IFRS 7: Improving Disclosures about Financial Instruments This amendment is mandatory for accounts
periods beginning on or after 1 January 2009 but is not as yet endorsed for use in the European Union.
The amendment requires the analysis of each class of financial asset and financial liability into a three-level fair value
measurement hierarchy. It requires additional disclosures in respect of those financial instruments classified as Level Three
(namely those that are measured using a valuation technique which uses inputs that are not based on observable market
data). It also implements some changes to the definition of and disclosures associated with liquidity risk.
Management is currently assessing the impact of this revision on the financial statements.
W W W. N O R M A N H AY. CO M 20 1  Accounting policies (continued)
Standards, interpretations and amendments to published standards not yet effective (continued)
Improvements to IFRS, the improvements to IFRS are mandatory for accounts periods beginning on or after 1 January 2009.
This amendment takes various forms, including the clarification of the requirements of IFRS and the elimination of
inconsistencies between Standards. The most significant changes cover the following issues: The classification of assets and
liabilities as held for sale where a non-controlling interest is retained; accounting by companies that routinely sell assets
previously held for rental to others; accounting for loans given at a nil or below market rate of interest; the reversal of
impairments against investments in associates accounted for using the equity method; the timing of expense recognition for
costs incurred on advertising and other promotional activity and, accounting for properties in the course of construction.
Management is currently assessing the impact of this revision on the financial statements.
The following are also standards, interpretations and amendments to published statements not yet effective, but which are not
considered to be relevant to the Group.
Amendment to IFRS 2, Share-based payments: vesting conditions and cancellation (effective for periods beginning on or after
1 January 2009);
IAS 23, Borrowing Costs (revised) (effective for accounting periods beginning on or after 1 January 2009);
IFRIC 13, Customer Loyalty Programmes (effective for periods beginning on or after 1 July 2008);
IFRIC 15, Agreements for the Contribution of Real Estate (effective for periods beginning on or after 1 January 2009);
IFRIC 16, Hedges of a Net Investment in a Foreign Operation (effective for periods beginning on or after 1 October 2008);
IFRIC 17, Distribution of Non-cash Assets to Owners (effective for periods beginning on or after 1 July 2009);
IFRIC 18, Transfer of Assets from Customers (effective for periods beginning on or after 1 July 2009);
Amendments to IAS 32, Financial Instruments: Presentation and IAS 1 Presentation of Financial Statements – Puttable
Financial Instruments and Obligations Arising on Liquidation (effective for accounting periods beginning on or after 
1 January 2009);
Amendments to IAS 39, Financial Investments, Recognition and Measurement; Eligible Hedged Items (effective for periods
beginning on or after 1 July 2009);
Embedded derivatives: amendments to IFRIC 9 and IAS 39 (effective for periods beginning on or after 30 July 2009).
The following principal accounting policies have been applied:
Basis of consolidation
Subsidiaries are entities controlled by the Company. Control exists where 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. The results of subsidiaries are
included in the consolidated financial statements from the date that control commences until the date that control ceases.
Acquisitions are accounted for by the purchase method. The cost of an acquisition is measured as the fair value at the date of
exchange of the consideration provided plus costs directly attributable to the acquisition. Identifiable assets and liabilities of the
acquired business that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the date
of acquisition. To the extent that the cost of an acquisition exceeds the fair value of the net assets acquired, the difference
is recorded as goodwill and, where the fair value of the net assets exceeds the cost of acquisition, the difference is recorded as
negative goodwill.
Transactions between, and balances with, Group companies are eliminated together with unrealised gains on inter-company
transactions. Accounting policies of acquired companies are changed where necessary to be consistent with those of the Group.
Revenue
Revenue is recognised when performance has occurred and a right to consideration has been obtained. This is normally when
goods have been delivered or services provided to the customer, title and risk of loss have been transferred and collection of
related receivables is probable. Revenue excludes value added and other sales taxes, trade discounts and intra-group sales.
A N N U A L R E P O R T 20 0 8 21 Notes to the Group Financial Statements continued
1  Accounting policies (continued)
Revenue (continued)
Long-term contracts are assessed on a contract-by-contract basis. Where the outcome of a long term contract can be estimated
reliably, contract revenue and contract costs are recognised by reference to the stage of completion of the contract activity (the
percentage of completion method) at the Balance Sheet date and profit that is estimated to fairly reflect the profit arising up to
that date. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an
expense immediately.
Research and development
Expenditure on applied research and development is charged to the Income Statement in the year in which it is incurred, unless
such costs should be capitalised under the requirements of the applicable standard. No development projects met the criteria
for capitalisation.
Dividends
The final dividend is only recognised at the point it is declared and approved by the shareholders at the Annual General Meeting.
Interim dividends are recognised on payment.
Intangible assets
Goodwill
Goodwill arising on an acquisition of an undertaking is the difference between the fair value of the consideration paid and the
fair value of the assets and liabilities acquired. Goodwill which is recognised as an asset is reviewed for impairment at least
annually. Any impairment is recognised immediately in the Income Statement and is not subsequently reversed.
For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash generating units expected to benefit
from the synergies of combination. Cash generating units to which goodwill has been allocated are tested for impairment
annually, or more frequently where there is an indication that the unit may be impaired. If the recoverable amount of the cash
generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount
of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each
asset in the unit.
On disposal of a subsidiary the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
Goodwill arising on acquisitions before the date of transition to IFRS (1 January 2007) has been retained at the previous UK GAAP
amounts subject to being tested for impairment as noted. Goodwill written off to reserves under UK GAAP prior to 1998 has not
been re-instated and is not included in determining any subsequent profit or loss on disposal.
Negative goodwill
Where the fair value of the assets required exceeds the acquisition cost, the negative goodwill that arises is recorded as income
within the Income Statement.
Other intangible assets
Separable intangible assets, such as trademarks, licences and brands are recognised separately from goodwill on all acquisitions
after the date of transition. Brands identified have been assessed as having an indefinite useful life when coupled with
continuing marketing spend to maintain the brand.
Under IFRS all intangible assets with indefinite lives are reviewed for impairment on an annual basis.
W W W. N O R M A N H AY. CO M 22 1  Accounting policies (continued)
Property, plant and equipment
Property, plant and equipment is held at cost less accumulated depreciation, although some assets are carried at deemed cost,
being the carrying value of freehold land and buildings as at 31 December 1999. All additions since this date are stated at cost.
Depreciation is provided on property, plant and equipment, other than freehold land and plant in the course of construction, at
rates calculated to write off the cost or deemed cost, less estimated residual value of each asset, evenly over its expected useful
life as follows:
Freehold buildings 45 years
Long leasehold property Over term of lease
Plant, vehicles and fixtures 3 to 10 years
Computer equipment 2 to 5 years
Impairment tests on the carrying value of property, plant and equipment are undertaken at the end of each year if events or
changes in circumstances indicate that the carrying value may not be recoverable.
Investments available for sale
Investments available for sale are recorded at fair value. Unrealised gains and losses arising on the re-measurement are recorded
in equity. On disposal or impairment of the investments, cumulative gains and losses previously recognised in equity are
transferred to the Income Statement.
Non-current assets held for sale
Non-current assets classified as held for sale are measured at the lower of the carrying value and the fair value less costs to sell.
Non-current assets are classified as held for sale if their carrying value will be recovered through the sale transaction rather than
through continuing use. This condition is regarded as met only when the sale is highly probable and the asset is available for
immediate sale in its present condition and management is committed to the sale, which is expected to qualify for recognition
as a completed sale within one year from the date of recognition.
Inventories
Inventories are valued at the lower of cost on a first-in, first-out basis, and net realisable value. Costs incurred in bringing each
product to its present location and condition comprise:
Raw materials – cost of purchase on a first-in, first-out basis.
Work in progress and finished goods – cost of raw materials and labour plus attributable overheads based on the normal level
of activity.
Net realisable value is based on estimated selling price less further costs to completion and disposal.
Provision is made for obsolete and slow moving items.
Trade receivables
Trade receivables are stated initially at fair value then measured at amortised cost less allowances for provisions.
Provisions for impairment are recognised when there is objective evidence that the Group will not be able to collect all amounts
due according to the original terms of the receivable. The amount of the provision is the difference between the net carrying
amount and the present value of the future expected cashflows associated with the impaired receivable. For trade receivables,
such provisions are recorded in a separate allowance account with the loss being recognised within administrative expenses in
the Income Statement. On confirmation that the trade receivable will not be collectible, the gross carrying value of the asset is
written off against the associated provision.
A N N U A L R E P O R T 20 0 8 23 Notes to the Group Financial Statements continued
1  Accounting policies (continued)
Trade payables
Trade payables and other short-term monetary liabilities are initially recognised at fair value and subsequently carried at
amortised cost using the effective interest method.
Deferred contingent consideration
Where deferred consideration arises upon an acquisition, there is an estimation of the factors that affect this consideration, and
a value attributed as deferred consideration. This is reviewed annually.
Leased assets
Assets held under leasing agreements and hire purchase contracts, where the Group has substantially all the risks and rewards
of ownership (“finance leases”), are treated as if they had been purchased outright. The amount capitalised is the present value
of the minimum lease payments payable during the lease term. The corresponding leasing commitments are shown as
borrowings. Depreciation over the shorter of the assets’ useful life and the lease term on the relevant assets is charged to the
Income Statement.
Lease payments are analysed between capital and interest components so that the interest element of the payment is charged
to the Income Statement over the period of the lease and represents a constant proportion of the balance of capital repayments
outstanding. The capital part reduces the amount payable to the lessor.
All other leases are treated as operating leases. Their annual rentals are charged to the Income Statement on a straight-line basis
over the term of the lease.
Provisions
Provision is made for onerous contracts and for product warranty claims when the Group has a present obligation as a result of
past events, and it is more likely than not that an outflow of economic benefits will be required to settle the obligation, and the
amount can be reliably estimated. Provisions are discounted to present value where the impact is significant, using a discount
rate that reflects current market assessments of the time value of money and the risks specific to the obligation.
Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits at call with banks, and other short term highly liquid investments 
that are readily convertible to a known amount of cash and are considered to be subject to insignificant risk of changes in value.
Bank overdrafts are shown within borrowings as current liabilities, but included within cash and cash equivalents in the 
Cash Flow Statement.
Foreign currency translation
Functional and presentation currency
The consolidated financial statements are presented in Sterling, which is the Company’s functional and presentation currency.
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (the functional currency).
Transactions and balances
Transactions in foreign currencies are translated into the functional currency of the transacting entity at the foreign exchange
rate ruling at the date of the transaction. Foreign exchange differences arising are recognised in the Income Statement. Foreign
currency monetary assets and liabilities are translated at the exchange rates ruling at the Balance Sheet date.
Group companies
The results of foreign operations are translated into Sterling at the average rate of exchange in the accounting period, and the
assets and liabilities are translated into Sterling at the closing rate at the date of the Balance Sheet. On consolidation the effect
of variances in exchange rates between the beginning and end of the financial year on the opening net investment in foreign
undertakings are taken to the foreign exchange reserve, as are any exchange differences arising through the translation of
results using the average monthly exchange rate. Where long-term Group loans exist that arise as a result of acquisition, the
movement on the loans that arises through fluctuations on the exchange rate is taken to the foreign exchange reserve.
W W W. N O R M A N H AY. CO M 24 1  Accounting policies (continued)
Borrowings
Borrowings are recognised initially at their fair value, net of the associated finance costs, and thereafter at amortised cost.  The
associated finance costs are amortised to the Income Statement over the life of the borrowings. Borrowings are classified as
current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months  after the
Balance Sheet date.
Current and deferred taxation
The tax expense represents the sum of the tax currently payable on the profit for the year, and the deferred tax. Provision for
taxation is made using tax rates that have been enacted or substantively enacted at the Balance Sheet date.
Deferred tax is provided in full using the Balance Sheet liability method in respect of temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements except for differences
arising on:
the initial recognition of goodwill;
the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the
transaction affects neither accounting nor taxable profit; and
investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the
difference and it is probable that the difference will not reverse in the foreseeable future.
Deferred taxation is calculated using tax rates that are expected to apply when the related deferred taxation asset is realised or
the related deferred taxation liability is settled.
The carrying amount of deferred tax assets is reviewed at each Balance Sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profits are available to allow all or part of the asset to be recovered.
Employee benefit costs
Share based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the Income
Statement over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity
instruments expected to vest at each Balance Sheet date so that, ultimately, the cumulative amount recognised over the vesting
period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the
options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting
conditions are satisfied.
Pensions
Contributions to the Group’s defined contribution scheme and to State-managed retirement benefit schemes are charged to the
Income Statement in the year in which they become payable.
Critical accounting estimates and judgments
In applying the Group’s accounting policies set out above management is required to make certain estimates and judgments
concerning the future. These judgments are regularly reviewed and updated as necessary. The estimates and judgments that
have the most significant effect on the amounts included in these consolidated financial statements are as follows:
Intangible assets and impairment
The Group is required to test whether goodwill and brands have suffered any impairment. The recoverable amounts of cash
generating units connected to the recorded goodwill and brands have been determined based on value-in-use estimations.
The value-in-use calculation requires the entity to estimate future cash flows expected to arise from the cash generating unit
and a suitable discount rate in order to calculate present value.
A N N U A L R E P O R T 20 0 8 25 Notes to the Group Financial Statements continued
1  Accounting policies (continued)
Revenue recognition – long term contracts
In applying the Group’s accounting policy set out above, if the outcome of a long term contract can be estimated reliably, contract
revenue is recognised by reference to the stage of completion of the contract activity. These are regularly reviewed and updated,
the actual result could vary from the value used in the Income Statement. However, as these are reviewed on a monthly basis
any difference is not expected to be significant.
Deferred consideration
Included within liabilities is an amount of £156,000 payable in respect of the acquisition of one of the subsidiary companies. The
deferred consideration is calculated based on an estimate of future profits of the subsidiary, and therefore cannot be estimated
with certainty. The amount recognised in the financial statements is the discounted value of future profits based upon a linear
projection of profits.
Inventory provisions
Group inventory levels are constantly reviewed, and should there be an indication of impairment or obsolescence, the inventory
is written down to its assessed net realisable value.
2  Segmental analysis
By primary segment – business group
For management purposes the Group is organised into four main operating divisions. These divisions are the basis on which the
Group reports its primary segment information. The principal activities are as follows:
Surface coating: Application of a range of surface coatings to customers’ products
Automotive sealants: Sealants for use in the engineering industry to counter micro-porosity
Construction chemicals: Chemicals for use in the construction industry to prevent the ingress of water and to improve
structural integrity
Plant manufacture: Manufacture of a range of chemical processing plant and equipment
During the year the Directors have reconsidered the allocation of head office costs and have determined that certain of these costs
can be allocated on a reasonable basis. The comparative figures have been adjusted accordingly leading to £1.1 million 
of previously unallocated costs in 2007 being allocated to segments to ensure that the comparatives are presented on a 
consistent basis.
Segment information about these businesses is presented below.
Year ended 31 December 2008
Automotive Construction Surface Plant Eliminations Consolidated
Sealants Chemicals Coatings manufacture
Revenue
External sales 5,937 6,940 9,860 4,264 – 27,001
Inter-segment sales 26 –– 73 (99) –
Total revenue 5,963 6,940 9,860 4,337 (99) 27,001
Segment result 1,131 35 625 236 2,027
Unallocated corporate income 403
Profit from operations 2,430
Finance income 139
Finance costs (206)
Profit before taxation 2,363
Taxation (810)
Profit after taxation 1,553
W W W. N O R M A N H AY. CO M 26 2  Segmental analysis (continued)
Other information
Automotive Construction Surface Plant Corporate Consolidated
Sealants Chemicals Coatings manufacture assets
Capital additions including
intangibles and acquisitions 7 592 1,245 18 – 1,862
Depreciation 47 127 312 35 45 566
Balance Sheet
Segment assets 4,785 6,739 5,753 1,956 649 19,882
Segment liabilities 946 1,046 1,250 1,119 3,741 8,102
Segment net assets/(liabilities) 3,839 5,693 4,503 837 (3,092) 11,780
Segment assets include tangible assets, intangible assets, investments, inventory, receivables, other than tax and inter-company
receivables, and cash net of operating overdrafts in each segment. Segment liabilities for operating segments include trade and
other payables and provisions. Corporate liabilities also include tax payable and other current and non-current liabilities.
Year ended 31 December 2007
Automotive Construction Surface Plant Eliminations Consolidated
Sealants Chemicals Coatings manufacture
Revenue
External sales 5,008 4,255 9,342 5,354 – 23,959
Inter-segment sales 22 1– 362 (385) –
Total revenue 5,030 4,256 9,342 5,716 (385) 23,959
Segment result 936 44 1,205 210 – 2,395
Unallocated corporate expenses –
Profit from operations 2,395
Finance income 190
Finance costs (243)
Profit before taxation 2,342
Taxation (672)
Profit after taxation 1,670
Other information
Automotive Construction Surface Plant Corporate Consolidated
Sealants Chemicals Coatings manufacture assets
Capital additions including
intangibles and acquisitions 19 252 1,044 62 46 1,423
Depreciation 59 51 202 32 39 383
Impairment losses recognised
in income –– 15 –– 15
Balance Sheet
Segment assets 3,827 4,293 5,397 2,744 548 16,809
Segment liabilities 841 703 938 1,385 2,961 6,828
Segment net assets/(liabilities) 2,986 3,590 4,459 1,359 (2,413) 9,981
Segment assets include tangible assets, intangible assets, investments, inventory, receivables, other than tax and inter-company
receivables, and cash net of operating overdrafts in each segment. Segment liabilities for operating segments include trade and
other payables, and provisions. Corporate liabilities also include tax payable and other current and non-current liabilities.
A N N U A L R E P O R T 20 0 8 27 Notes to the Group Financial Statements continued
2  Segmental analysis (continued)
By secondary segment – geographical
The analysis of revenue by location of customer is as follows: 2008 2007
£000 £000
United Kingdom 14,084 13,875
Rest of Europe 3,316 3,912
USA 1,146 1,094
Asia-Pacific 7,454 4,736
Rest of the World 1,001 342
27,001 23,959
The analysis of assets by location is as follows: 2008 2007
£000 £000
United Kingdom 12,690 12,799
USA 421 533
Asia-Pacific 6,771 3,477
19,882 16,809
Additions to property, plant and equipment and intangible assets 2008 2007
£000 £000
United Kingdom 1,082 974
USA 1 4
Asia-Pacific 779 445
1,862 1,423
3  Profit from operations
2008 2007
£000 £000
This is stated after charging:
Depreciation of tangible fixed assets 566 383
(Profit)/loss on disposal of property, plant 
and equipment (378) 38
Auditors’ remuneration – fees payable to the Company’s auditors for the
audit of the Company’s annual accounts 6 6
– fees payable to the Company’s auditors and its
associates for other services:
The audit of the Company’s subsidiaries, pursuant
to legislation 97 65
Taxation services 35 17
Remuneration services – 4
Services relating to corporate finance transactions 8 –
Other 23 12
Cost of inventories recognised as an expense 9,211 9,478
Cost of inventories written off during the year 105 –
Research and development 176 180
Operating lease rentals – plant and machinery 263 106
– properties 344 60
Share option expense 17 17
Foreign exchange gains (384) (100)
W W W. N O R M A N H AY. CO M 28 4  Finance income
2008 2007
£000 £000
Interest on bank deposits 139 190
5  Finance costs
2008 2007
£000 £000
Interest on bank loans and overdrafts 196 239
Hire purchase interest 10 4
206 243
6  Employees
2008 2007
Number Number
The average number of employees, including Executive Directors, during the year comprised:
Office and management 152 140
Manufacturing 195 152
347 292
£000 £000
Staff costs, including Executive Directors, during the year amounted to:
Wages and salaries 8,243 6,884
Social security costs 725 621
Other pension costs (Note 27) 425 302
Share option expense 17 17
9,410 7,824
A N N U A L R E P O R T 20 0 8 29 Notes to the Group Financial Statements continued
7  Taxation
2008 2007
£000 £000
UK Corporation Tax – charge for the year 628 679
– adjustment in respect of previous periods 36 (34)
Current tax on foreign income for the year 87 45
751 690
Deferred tax – Transfer to/(from) deferred tax account 45 (41)
– Adjustment in respect of previous periods 14 23
810 672
The tax assessed in the year is lower than the standard rate of corporation tax in the UK.
The difference is explained below: 2008 2007
£000 £000
Tax on profit on ordinary activities at the standard rate of
corporation tax in the UK of 28% (2007: 30%) 662 703
Adjustment in respect of previous periods 36 (34)
Prior year adjustments in deferred tax 14 23
Expenses not deductible for tax purposes 98 60
Tax effect of property disposal (113) –
Withdrawal of IBAs 85 –
Income not taxable for tax purposes (116) (72)
Unrelieved tax losses 192 –
Marginal relief – (2)
Effect of changes in tax rates 9 (5)
Effect of different tax rates of subsidiaries in other jurisdictions (57) (1)
Total tax charge for the year 810 672
On 6 April 2008 the rate of corporation tax changed from 30% to 28%. This will affect future years’ tax charges.
8  Dividends
2008 2007
£000 £000
Final dividend paid of 2.6p (2007: 2.0p) per share 378 293
Interim dividend paid of 2.0p (2007: 1.8p) per share 291 261
669 554
Dividends declared after the balance sheet date but before approval of
financial statements of 2.0p (2007: 2.6p) per share 291 378
Dividends are recognised in the financial statements when they are paid and not declared. The 2008 financial statements
recognised the interim dividend that was both paid and declared in 2008, and also the final dividend that was paid in 2008 
but declared in the prior year financial statements for the year ended 31 December 2007.
W W W. N O R M A N H AY. CO M 30 9  Earnings per ordinary share
2008 2007
£000 £000
Profit on ordinary activities after tax 1,562 1,637
Basic earnings per ordinary share Number Number
000s 000s
Weighted average number of ordinary shares in issue 14,546 14,400
Earnings per share 10.7p 11.4p
Diluted earnings per share Number Number
000s 000s
Weighted average number of ordinary shares in issue including relevant share options 15,053 15,069
Earnings per share 10.4p 10.9p
Profit before tax per share 2008 2007
£000 £000
Profit on ordinary activities before tax 2,363 2,342
Number Number
000s 000s
Weighted average number of ordinary shares in issue 14,546 14,400
Profit before tax per share 16.2p 16.3p
The increase in taxation charge is in part due to the withdrawal of IBAs. This is further disclosed in Note 7 to the financial
statements.
A N N U A L R E P O R T 20 0 8 31 Notes to the Group Financial Statements continued
10  Intangible assets
Brands Goodwill Total
Cost or valuation £000 £000 £000
At 1 January 2007 500 1,543 2,043
Additions – 79 79
Acquisition of subsidiary – 337 337
Foreign exchange differences – 31 31
At 1 January 2008 500 1,990 2,490
Additions – 156 156
Other movements – 140 140
Foreign exchange differences – 222 222
Disposals – (16) (16)
At 31 December 2008 500 2,492 2,992
Amortisation
At 1 January 2007 –88
Impairment provision – 15 15
Foreign exchange differences – 30 30
At 1 January 2008 – 53 53
Disposals – (16) (16)
Foreign exchange differences –33
At 31 December 2008 – 40 40
Net book value
At 31 December 2008 500 2,452 2,952
At 1 January 2008 500 1,937 2,437
At 1 January 2007 500 1,535 2,035
Impairment of goodwill and brands
The recoverable amount of each cash generating unit (CGU) connected to the brand’s value has been determined from value-in-
use calculations based on cashflow assumptions for a five year period extrapolated (with no growth) to 31 December 2018.
The TAM brand has been assessed as having an indefinite useful life when coupled with continuing market spend to maintain
the brand. During 2008 the TAM Group expanded into new product ranges and new markets. The TAM brand is therefore still
considered to have an indefinite useful life.
Operating margins have been based on past experience and future expectations in the light of anticipated economic and market
conditions. Discount rates are based on the Group’s current conservative assessment of specific risks related to the CGU.
W W W. N O R M A N H AY. CO M 32 10  Intangible assets (continued)
MX Applied
TAM Systems Precision Hi-Tech
International International Coatings Coatings
Discount rate 10% 10% 10% 10%
£000 £000 £000 £000
Goodwill 1,189 475 315 473
Brands 500 –––
There is no impairment of goodwill or brands. The Directors do not believe that the impairment reviews are sensitive to changes
in major assumptions. The Directors used a discount rate of 20% in the previous year. All other assumptions in the current and
prior year remain the same.
11  Property, plant and equipment
Freehold Long leasehold Plant,
land and land and vehicles and
buildings buildings fixtures Computers Total
Cost £000 £000 £000 £000 £000
At 1 January 2007 3,065 548 3,399 412 7,424
Additions – 27 822 54 903
Acquisition of subsidiary –3 101 – 104
Exchange differences – (1) 12 – 11
Re-classified –– (14) 14 –
Disposals –– (283) (126) (409)
At 1 January 2008 3,065 577 4,037 354 8,033
Additions – 127 985 30 1,142
Acquisition of subsidiary –– 424 – 424
Exchange differences – 26 295 9 330
Re-classified –– 11 – 11
Disposals –– (175) (14) (189)
At 31 December 2008 3,065 730 5,577 379 9,751
A N N U A L R E P O R T 20 0 8 33 Notes to the Group Financial Statements continued
11  Property, plant and equipment (continued)
Freehold Long leasehold Plant,
land and land and vehicles and
buildings buildings fixtures Computers Total
Depreciation £000 £000 £000 £000 £000
At 1 January 2007 477 78 2,458 317 3,330
Provided during the year 30 18 285 50 383
Acquisition of subsidiary –1 38 – 39
Exchange differences ––1–1
Re-classified –– (7) 7–
Disposals –– (229) (124) (353)
At 1 January 2008 507 97 2,546 250 3,400
Provided during the year 32 36 443 55 566
Exchange differences – 11 69 5 85
Re-classified –– 11 – 11
Disposals –– (136) (12) (148)
At 31 December 2008 539 144 2,933 298 3,914
Net book value
At 31 December 2008 2,526 586 2,644 81 5,837
At 1 January 2008 2,558 480 1,491 104 4,633
At 1 January 2007 2,588 470 941 95 4,094
The net book value of plant, vehicles and fixtures includes £151,000 (2007: £62,000) in respect of assets held under finance
leases and hire purchase contracts. Depreciation charged on these assets amounted to £33,000 (2007: £10,000).
The asset held for sale at 31 December 2007 of £271,000 was disposed of during the year ended 31 December 2008.
12  Investments
£000
Other investments 26
At 1 January 2008 and at 31 December 2008.
There is no material change in the fair value of the Group’s investments.
13  Inventories
2008 2007
£000 £000
Raw materials and consumables 1,494 861
Work in progress 127 –
Long term contract balances – 140
Finished goods 1,225 794
2,846 1,795
W W W. N O R M A N H AY. CO M 34 14  Trade and other receivables
2008 2007
£000 £000
Amounts receivable for sale of goods 6,230 5,580
Allowance for doubtful debts (177) (148)
Trade receivables 6,053 5,432
Amounts due from contract customers 97 826
Other receivables 476 110
Prepayments and accrued income 577 406
Corporation tax 3 –
7,206 6,774
The carrying values of the Group’s trade and other receivables are denominated in the following currencies:
2008 2007
£000 £000
Sterling 4,376 4,696
Euros 322 781
US dollars 217 134
Hong Kong dollars 236 161
Singapore dollars 988 575
Australian dollars 535 254
Other currencies 529 173
7,203 6,774
At 31 December 2008 trade and contract receivables of £553,000 (2007: £346,000) were past due but not impaired. They relate
to customers with no default history. The ageing of these receivables from invoice date is as follows:
2008 2007
£000 £000
Up to 3 months 140 88
3 to 6 months 238 149
6 to 12 months 175 109
553 346
At 31 December 2008 trade receivables of £177,000 (2007: £148,000) were past due and impaired. The basis for these
impairments were default on repayments, financial difficulties of customers and specific invoices under dispute. All other trade
receivables are considered recoverable, no objective evidence has arisen post balance sheet to indicate otherwise.
The receivables relate to various trading activities of the Group. The ageing of these receivables is as follows:
2008 2007
£000 £000
Up to 3 months 12 85
3 to 6 months 64 63
6 to 12 months 101 –
177 148
A N N U A L R E P O R T 20 0 8 35 Notes to the Group Financial Statements continued
14  Trade and other receivables (continued)
The Group records impairment losses on its trade receivables separately from gross receivables. The movements on this
allowance account during the year are as follows:
2008 2007
£000 £000
Opening balance 148 188
Acquisition of subsidiary 101 –
Increases in provisions 86 73
Amounts utilised (118) (20)
Amounts released (52) (97)
Foreign exchange differences arising 12 4
177 148
15  Cash and cash equivalents
2008 2007
£000 £000
Cash 1,015 801
Within the cash flow statement, the cash and cash equivalents line includes bank overdrafts of £188,000 (2007: £260,000). The
currency distribution of cash and cash equivalents at 31 December was as follows:
2008 2007
£000 £000
Sterling 66 148
Euros 52 –
US dollars 139 332
Hong Kong dollars 172 –
Singapore dollars 102 110
Australian dollars 272 132
Other currencies 212 79
1,015 801
W W W. N O R M A N H AY. CO M 36 16  Current other financial liabilities
2008 2007
£000 £000
Bank overdraft (secured) 188 260
Bank loans (secured) 214 200
Finance lease and hire purchase (secured) 53 25
Other loans 57 174
512 659
The bank overdraft and loans are secured over certain of the Group’s assets and undertakings and are denominated in Sterling.
The finance leases and hire purchase agreement are secured on the assets to which they relate.
The currency distribution of current financial liabilities at 31 December was as follows:
2008 2007
£000 £000
Sterling 445 460
Hong Kong dollars 10 2
Singapore dollars 4 3
Australian dollars 39 194
Taiwan dollars 14 –
512 659
17  Current trade and other payables
2008 2007
£000 £000
Trade payables 2,080 1,971
Amounts due to contract customers 51 64
Other taxation and social security costs 639 456
Other payables 384 258
Accruals and deferred income 926 1,121
Payments on account 300 –
4,380 3,870
18  Provisions
2008
Total
£000
At 1 January 2008 142
Additional provision in the year 46
Release of provision in the year (44)
Utilisation of provision (30)
At 31 December 2008 114
All of the above amounts relate to warranties and are included within current liabilities.
The warranty provisions relate to the process plant manufacturing operation. Standard warranty terms are one to two years.
A N N U A L R E P O R T 20 0 8 37 Notes to the Group Financial Statements continued
19   Current tax liabilities
2008 2007
£000 £000
UK corporation tax 471 538
Foreign tax 182 144
653 682
20  Non-current other financial liabilities
2008 2007
£000 £000
Bank loans (secured) 550 750
Other loans 1,370 540
Finance leases and hire purchase (secured) 80 41
2,000 1,331
The currency distribution of non-current financial liabilities at 31 December was as follows:
2008 2007
£000 £000
Sterling 672 773
US dollars 104 75
Hong Kong dollars 872 446
Australian dollars 352 34
Other currencies – 3
2,000 1,331
Maturity of debt Loans & overdrafts Finance leases
2008 2007 2008 2007
£000 £000 £000 £000
In one year or less 426 645 65 31
In more than one year but not more than two years 1,477 807 52 25
In more than two years but not more than five years 517 666 31 17
2,420 2,118 148 73
The bank loans are repayable by equal monthly instalments and interest is payable at 1.25% above bank base rate. The repayment
figures include capital and interest. Interest on the bank overdraft is payable at 2% above bank base rate.
The above analysis assumes no movement in base rate.
W W W. N O R M A N H AY. CO M 38 21  Non-current tax liabilities
The amount of deferred taxation provided, which relates to accumulated depreciation being lower than accumulated capital
allowances, and other temporary differences, is as follows:
Accelerated
capital Temporary
allowances differences
2008 2008 2008
£000 £000 £000
At 1 January 2008 180 (36) 144
Credit to Income Statement (3) (23) (26)
Acquired with subsidiary – 90 90
Other movements – 214 214
At 31 December 2008 177 245 422
Deferred tax assets have been recognised in respect of all such tax losses and other temporary differences giving rise to deferred
tax assets where the Directors believe it is probable that the assets will be recovered.
The majority of the other movements of £214,000 relates to deferred tax on intangible assets and on the withdrawal of
industrial buildings allowances.
Accelerated
capital Temporary
allowances differences
2007 2007 2007
£000 £000 £000
At 1 January 2007 178 (32) 146
Charge to Income Statement (14) (4) (18)
Disposal of subsidiary 15 – 15
Charged to equity 1–1
At 31 December 2007 180 (36) 144
22 Obligations under finance leases
Present value of
Amounts payable under finance leases: Minimum lease payments minimum lease payments
2008 2007 2008 2007
£000 £000 £000 £000
Within one year 65 31 61 30
In the second to the fifth year inclusive 84 42 72 36
149 73 133 66
Less future finance charges (16) (7) – –
Present value of lease obligations 133 66 133 66
Less amount due for settlement within 12 months
(shown under current liabilities) (53) (25)
Amount due for settlement after 12 months 80 41
A N N U A L R E P O R T 20 0 8 39 Notes to the Group Financial Statements continued
23  Total commitments under operating leases
Land and buildings Plant
2008 2007 2008 2007
£000 £000 £000 £000
Payable in one year 449 74 152 90
Payable in two to five years 1,077 386 263 84
Payable after five years 1,624 1,718 – –
3,150 2,178 415 174
24  Share capital
2008 2007
Number Value Number Value
000 £000 000 £000
Authorised – ordinary shares of 10p each 18,000 1,800 18,000 1,800
Allotted and fully paid – ordinary shares of 10p each 14,812 1,481 14,812 1,481
At 31 December 2008, 266,282 shares were held by the Norman Hay plc Employee Benefit Trust (2007: 266,282).
At 31 December 2008 the following options were outstanding, including those relating to Directors, as detailed on page 12 of
this Annual Report:
(a) On 289,850 ordinary shares; these approved options are exercisable between 5 July 2009 and 4 July 2016 at 69p per share.
(b) On 1,040,150 ordinary shares; these unapproved options are exercisable between 5 July 2006 and 4 July 2016 at 69p per share
upon the share price achieving 250p or a change in control.
W W W. N O R M A N H AY. CO M 40 25  Analysis of changes in equity
Other non- Total
Share Capital distribu- Reserve Share Foreign share-
Share premium redemption table for own scheme exchange Retained holders Minority Total
capital account reserve reserve shares reserve reserve earnings equity interest equity
£000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000
At 1 January 2007 1,452 1,170 94 766 –9 (39) 5,396 8,848 198 9,046
Share scheme charge –– –– – 17 –– 17 – 17
Issue of new shares 29 84 –– –– –– 113 – 113
Own shares acquired –– –– (322) –– – (322) – (322)
Minority interest in
subsidiary acquired –– –– –– –– – (60) (60)
Retained profit for the year –– –– –– – 1,637 1,637 33 1,670
Dividends paid in year –– –– –– – (554) (554) – (554)
Deferred tax in respect
of share options –– –– –– – (4) (4) – (4)
Exchange translation
differences on consolidation –– –– –– 75 – 75 – 75
At 1 January 2008 1,481 1,254 94 766 (322) 26 36 6,475 9,810 171 9,981
Share scheme charge –– –– – 17 –– 17 – 17
Minority interest in subsidiary
incorporated –– –– –– –– – 197 197
Minority interest in subsidiary
acquired –– –– –– –– – (26) (26)
Retained profit for the year –– –– –– – 1,562 1,562 (9) 1,553
Dividends paid in year –– –– –– – (669) (669) – (669)
Deferred tax in respect of share 
options –– –– –– –4 4– 4
Exchange translation differences 
on consolidation –– –– –– 736 – 736 (13) 723
At 31 December 2008 1,481 1,254 94 766 (322) 43 772 7,372 11,460 320 11,780
Notes
1. Share capital represents the nominal value of shares in issue.
2. The Share premium account represents the difference between the amount paid by shareholders subscribing for new
shares and the nominal value of those shares.
3. The Capital redemption reserve relates to purchases by the Company of its own shares.
4. Other non-distributable reserve arises from elimination of share capital of acquired companies in excess of nominal
value of shares issued.
5. Reserve for own shares is the sum paid for shares held by the Company’s long term incentive plan.
6. The share scheme reserve represents the fair value of share options granted.
7. The Foreign exchange reserve arises from fluctuations in the value of net assets denominated in currencies other 
than Sterling.
8. Retained earnings is the accumulated distributable profits of the Norman Hay plc Group of companies.
9. Minority interests represents the interests of the minority shareholders in subsidiaries of the Group.
A N N U A L R E P O R T 20 0 8 41 Notes to the Group Financial Statements continued
26  Acquisitions
On 17 July 2008 Surface Technology plc (a trading subsidiary of Norman Hay plc) acquired the trade and assets of Advanced
Surface Treatments Limited (AST). AST operates highly automated plating lines which permit greater production throughput
than the plating lines that Surface Technology plc previously operated.
It has not been possible to disclose the revenue and profit of the Group had the acquisition of AST occurred on 1 January 2008.
Surface Technology plc acquired the assets of AST and as a consequence the financial information regarding the trading activities
prior to the acquisition date of 17 July 2008 is not available, and the management of the Group cannot obtain this information.
The following net assets were acquired:
Book and
fair value
£000
Non current assets
Property, plant and equipment 424
Current assets 343
Current liabilities (846)
Deferred tax liability (90)
Net liabilities acquired (169)
Cash consideration receivable 400
Net liabilities acquired (169)
Negative goodwill arising on acquisition 231
The net cash sum expended in the current year on the acquisition was as follows:
£000
Cash received as consideration 100
Net cash acquired on acquisition (310)
(210)
In addition to the consideration received above, a further £300,000 is due during 2009. Of this, £100,000 was received in April.
The remaining £200,000 is overdue, but there are measures in place to ensure that this outstanding amount is collected and, as
a consequence, the Directors remain confident that the £200,000 will be received.
The negative goodwill arising upon the acquisition has been recognised in the Income Statement within Administrative
expenses.
In November 2007 Surface Technology plc (a trading subsidiary of Norman Hay plc) acquired the entire share capital of Hi-Tech
Coatings Pty Ltd. The initial consideration was £380,000 and an additional amount of £156,000 has been treated as deferred 
in the year ended 31 December 2008. No assessment of the deferred consideration was made in the prior year financial
statements due to the proximity of the acquisition to the year end.
This acquisition has provided the Group with the opportunity to expand the Armourcote sub-contract surface coatings service 
into the Asia-Pacific region in order to support oil & gas customer operations.
It has not been possible to state the revenue and profit before tax of the Company for the year ended 31 December 2007, 
as prior to the acquisition the Company’s financial year end was 30 June 2007.
W W W. N O R M A N H AY. CO M 42 26  Acquisitions (continued)
At the time of acquisition the Company held the following net assets:
Book and
fair value
Non current assets £000
Intangible assets 85
Property, plant and equipment 64
149
Current assets 200
Current liabilities (193)
Net assets acquired 156
Consideration (including costs on acquisition of £25,000) 561
Net assets acquired (156)
Goodwill arising on acquisition 405
Costs on acquisition include £25,000 paid to auditors and legal advisors.
The net cash sum expended on the acquisition was as follows:
£000
Cash paid as consideration 380
Cash paid as acquisition expenses 25
Less cash acquired on acquisition (123)
282
In addition, during the year ended 31 December 2007, £101,000 was paid to purchase the remaining minority shareholding in
Applied Precision Coatings Limited.
27  Pension costs
The Group operates a number of defined contribution pension schemes. The assets of these schemes are held separately from
those of the Group, in independently administered funds. Two Directors are members of a scheme. A pension charge of £425,000
(2007: £302,000) represents the contribution payable by the Group to those schemes.
28  Related party transactions
Remuneration of key management personnel 2008 2007
Directors’ remuneration consists of: £000 £000
Aggregate emoluments 396 473
Pension contributions 91 36
Gain on exercise of share options – 114
Fees 74 51
561 674
The highest paid Director had a salary of £206,000 (2007: £251,000) including performance related pay, benefits in kind, and a
pension contribution of £38,000 (2007: £25,000).
The Company contributed £91,000 (2007: £36,000) towards the personal pension plans of two Directors (2007: two) including
the highest paid director.
The share option expense in respect of key management personnel was £17,000 (2007: £17,000).
A N N U A L R E P O R T 20 0 8 43 Notes to the Group Financial Statements continued
29  Share-based payment
Norman Hay plc operates two equity-settled share based remuneration schemes for employees: a long term incentive scheme
and an unapproved scheme for Executive Directors and senior management. All UK employees are eligible to participate in the long
term incentive scheme, the only vesting condition is that the employee remains an employee of the Group over the savings period.
Under the unapproved scheme, the shares are only exercisable at a share price of 250p or a change in control.
2008 2008 2007 2007
Weighted Weighted
average average
exercise exercise
(pence) Number (pence) Number
Outstanding at the beginning of the year 69 1,330,000 63 1,617,750
Exercised during the year –– 39 (287,750)
69 1,330,000 69 1,330,000
The exercise price of options outstanding at the end of the year was 69p (2007: 69p).
There were no options exercisable at the year end.
The Group did not enter into any share-based payment transactions with parties other than employees during the current 
or previous period.
Details of all outstanding share options are disclosed in the Report of the Directors, including periods over which they 
are exercisable.
30  Financial instruments – Risk Management
In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note
describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure them. 
Further quantitative information in respect of these risks is presented throughout these financial statements. There have been 
no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and processes for managing
those risks or the methods used to measure them from previous periods unless otherwise stated in this note.
Principal financial instruments
The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:
Financial assets:
Loans and receivables – these comprise trade and other receivables, and positive cash balances held at financial institutions.
Financial liabilities:
Trade and other payables.
Bank borrowings and other loans.
W W W. N O R M A N H AY. CO M 44 30  Financial instruments – Risk Management (continued)
The Group is exposed through its operations to the following financial risks:
Credit risk
Fair value and cash flow interest rate risk
Foreign exchange risk
Other market price risk
Liquidity risk
General objectives policies and processes
The Board has overall responsibility for the determination of the Group’s risk management objectives and policies and, whilst
retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the
effective implementation of the objectives and policies to the Group’s finance function. The Board receives monthly reports
through which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it
sets. The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the
Group’s competitiveness and flexibility. Further details regarding these policies are set out below:
Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or a counterparty to a financial instrument fails to meet its
contractual obligations. The Group is mainly exposed to credit risk from credit sales. It is Group policy, implemented locally, to
assess the credit risk of new customers before entering into contracts, by obtaining reports from external credit agencies. These
credit ratings are taken into account by the Group.
The management of each operating business have established credit policies under which each new customer is analysed
individually for creditworthiness before the Group’s standard payment and delivery terms and conditions are offered. Their
review includes external ratings, when available and, in some cases, bank references. Purchase limits are established for each
customer, which represent the maximum open amount permitted without requiring approval from senior management or the
Group Chief Executive if appropriate. These limits are reviewed regularly and customers that fail to meet the Group’s benchmark
creditworthiness may transact with the Group on a prepayment basis.
Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. All such deposits are
made with reputable banks. Quantitative disclosures of the credit risk exposure in relation to Trade and other receivables, are
disclosed in Note 14.
The maximum exposure to credit risk at 31 December 2008 is £8,218,000 (31 December 2007: £7,575,000).
Fair value and cash flow interest rate risk
The Group is exposed to cash flow interest rate risk from long-term borrowings at variable rates. Local operations are not
permitted to borrow long-term from external sources without permission from the Group. During 2008 and 2007, the Group’s
borrowings at variable rate were denominated in Sterling, Hong Kong dollars and Australian dollars. On the Sterling borrowings
interest is payable at 2% above bank base rate, whilst for the borrowings denominated in Hong Kong dollars and Australian
dollars interest is payable at 1.25% above bank base rate.
At 31 December 2008, if interest rates on the Group’s borrowings had been 100 basis points higher with all other variables held
constant, the effect on profit before taxation would have been an increase in the charge of £12,000 (2007: £34,000). A reduction
of 100 basis points would have had an equal and opposite effect.
A N N U A L R E P O R T 20 0 8 45 Notes to the Group Financial Statements continued
30  Financial instruments – Risk Management (continued)
Foreign exchange risk
Foreign exchange risk arises because the Group has operations located in various parts of the world whose functional currency
is not the same as the Group functional currency. Although its global market penetration reduces the Group’s operational risk in
that it has diversified into several markets, the Group’s net assets arising from such overseas operations are exposed to currency
risk resulting in gains or losses on retranslation into Sterling. Foreign exchange risk also arises when individual Group entities
enter into transactions denominated in a currency other than their functional currency.
The Group’s policy is to ensure that all inter-group current accounts are settled within 30 days of a sale occurring, thus
minimising the effects of currency fluctuations.
The effect of a strengthening of 10% in the rate of exchange in the currencies against Sterling at the Balance Sheet date would
have resulted in an estimated net increase in pre-tax profit and an increase in net assets of £29,000 (2007: £15,000), and the
effect of a weakening of 10% in the rate of exchange in the currencies against Sterling at the Balance Sheet date would have
resulted in an estimated net decrease in pre-tax profit for the year and a decrease in net assets of approximately £31,000 (2007:
£17,000).
Market risk
Market risk arises from the Group’s use of interest bearing, tradable and foreign currency financial instruments. It is the risk that
the fair value or future cash flows of a financial instrument will fluctuate because of changes in interest rates (interest rate risk),
foreign exchange rates (currency risk) or other market factors (other price risk).
Liquidity risk
Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its
debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.
At 31 December 2008 the Group had unused facilities of £1,312,000 (2007: £1,249,000).
The annual working capital facility of £1,500,000 was renewed on 26 March 2009 and a facility for a further £900,000 was
granted on 15 April 2009, after the Group secured a major contract with Messier Services UK.
The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. 
To achieve this aim, it reviews its forward cash requirement on a monthly basis for a minimum of three months ahead.
The Board receives cash flow projections on a monthly basis as well as information regarding cash balances. At the Balance Sheet
date, these projections indicated that the Group expected to have sufficient liquid resources to meet its obligations under all
reasonably expected circumstances. The liquidity risk of each Group entity is managed centrally by the Group treasury function.
Each operation has a facility with Group treasury, the amount of the facility being based on budgets. The budgets are set locally
and agreed by the Board in advance, enabling the Group’s cash requirements to be anticipated. Where facilities of Group entities
need to be increased, approval must be sought from the Group Chief Executive and where the amount of the facility is above a
certain level, agreement of the Board is needed.
Capital Management
The Group considers its capital to comprise its ordinary share capital, share premium and accumulated retained earnings. In
managing its capital the Group’s primary objective is to ensure its continued ability to provide a consistent return for its equity
shareholders through a combination of capital growth and distributions.
In order to achieve this objective, the Group monitors its gearing to balance risks and returns at an acceptable level and also to
maintain a sufficient funding base to enable the Group to meet its working capital and strategic investment needs. In making
decisions to adjust its capital structure to achieve these aims, either through altering its dividend policy, new shares issues, the
reduction of debt, and the management of loans between Group companies the Group considers not only its short-term position
but also its long-term operational and strategic objectives.
W W W. N O R M A N H AY. CO M 46 2008 2007
Note £000 £000 £000 £000
Fixed Assets
Tangible Assets 6 2,529 2,844
Investments 7 13,165 13,165
15,694 16,009
Current Assets
Debtors 8 2,215 1,205
Cash at bank and in hand 2 1
2,217 1,2063
Creditors due within one year 9 3,193 3,032
Net current liabilities (976) (1,826)
Total assets less current liabilities 14,718 14,183
Creditors due after one year 10 8,160 8,244
Provision for liabilities 11 40 50
(8,200) (8,294)
Net assets 6,518 5,889
Capital and Reserves
Equity share capital 12 1,481 1,481
Share premium account 13 1,253 1,253
Revaluation reserve 13 524 531
Capital redemption reserve 13 94 94
Share scheme reserve 13 43 26
Profit and loss account 13 3,123 2,504
Shareholders’ funds 6,518 5,889
The financial statements were approved and authorised for issue by the Board on 27 May 2009.
Victor P Bellanti
Director
The notes shown on pages 48 to 54 form part of these financial statements.
Parent Company Balance Sheet
Prepared in accordance with UK GAAP
at 31 December 2008
A N N U A L R E P O R T 20 0 8 47 Notes to the Financial Statements of
the Parent Company
1  Basis of presentation
The accounts are prepared under the historical cost convention, as modified to include the revaluation of certain assets, and in
accordance with applicable United Kingdom Accounting Standards and the Companies Act 1985.
2  Summary of significant accounting policies
Land and buildings
The Company has continued to follow the transitional arrangements of FRS 15 ‘Tangible Fixed Assets’ to retain the carrying value
of freehold land and buildings as at 31 December 1999 as deemed cost. All additions since this date are stated at cost. Where an
asset that was previously revalued is disposed of, its book value is eliminated and an appropriate transfer made from the
revaluation reserve to the profit and loss reserve.
Depreciation and amortisation
Depreciation and amortisation are provided at rates calculated to write-off the cost or valuation, less estimated residual value of
each asset, except for freehold land, evenly over its expected useful life as follows:
Freehold buildings 45 years
Plant, vehicles and fixtures 3 to 10 years
Computer equipment 2 to 5 years
Investments
Investments held as fixed assets are stated at cost less any provision for impairment.
Foreign currency translation
Where transactions are entered into by an operation, in a currency other than the operation’s functional currency, the
transactions are translated at the rates ruling when they occurred. Foreign currency monetary assets and liabilities are translated
at the rates ruling at the Balance Sheet date. Any differences are taken to the profit and loss account for the year.
Deferred taxation
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance
Sheet date except that;
deferred tax is not recognised on timing differences arising on revalued properties unless the Group has entered into a binding
sale agreement and is not proposing to take advantage of rollover relief; and
the recognition of deferred tax assets is limited to the extent that the Group anticipates making sufficient taxable profits in
the future to absorb the reversal of the underlying timing differences.
W W W. N O R M A N H AY. CO M 48 2  Summary of significant accounting policies (continued)
Financial Instruments
Financial Instruments are measured initially and subsequently at cost.
Share-based payment
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the profit and loss
account over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity
instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting
period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the
options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting
conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
3  Employees
2008 2007
Number Number
The average number of employees during the year, including Executive Directors, comprised:
Office and management 7 6
£000 £000
Staff costs, during the year, including Executive Directors, amounted to:
Wages and salaries 610 582
Social security costs 72 91
Other pension costs 131 115
813 788
Directors’ remuneration consists of:
Aggregate emoluments 396 473
Pension contributions 91 36
Gain on exercise of share options – 114
Fees 74 51
561 674
The highest paid Director had a salary of £206,000 (2007: £251,000), including performance related pay, benefits in kind and 
a pension contribution of £38,000 (2007: £25,000).
The Company contributed £91,000 (2007: £36,000) towards the personal pension plans of two Directors (2007: two) including
the highest paid director.
A N N U A L R E P O R T 20 0 8 49 Notes to the Financial Statements of
the Parent Company continued
4  Dividends
2008 2007
£000 £000
Final dividend paid of 2.6p (2007: 2.0p) per share 378 293
Interim dividend paid of 2.0p (2007: 1.8p) per share 291 261
669 554
Dividends declared after the balance sheet date but before approval of
financial statements of 2.0p (2007: 2.6p) per share 291 378
Dividends are recognised in the financial statements when they are paid and not declared. The 2008 financial statements
recognised the interim dividend that was both paid and declared in 2008, and also the final dividend that was paid in 2008 
but declared in the prior year financial statements for the year ended 31 December 2007.
5   Company profit for the financial year
The Company has taken advantage of the exemption allowed under Section 230 of the Companies Act 1985 and has not
presented its own profit and loss account in these financial statements. The Group profit for the year includes a profit after tax
and before dividends of £1,281,000 (2007: £551,000) which is dealt with in the financial statements of the parent Company.
6  Tangible assets Freehold Plant,
land and vehicles
buildings and fixtures Computers Total
£000 £000 £000 £000
Company
Cost or valuation
At 1 January 2008 3,293 86 29 3,408
Disposals (377) –– (377)
At 31 December 2008 2,916 86 29 3,031
Depreciation
At 1 January 2008 501 41 22 564
Provided during the year 25 14 5 44
Disposals (106) –– (106)
At 31 December 2008 420 55 27 502
Net book value
At 31 December 2008 2,496 31 2 2,529
At 31 December 2007 2,792 45 7 2,844
2008 2007
Freehold land and buildings included at: £000 £000
Open market value on 16 November 1992 2,850 2,850
Cost 66 443
2,916 3,293
The historical balances of freehold land and buildings are:
Cost 2,321 2,698
Accumulated depreciation (349) (440)
1,972 2,258
W W W. N O R M A N H AY. CO M 50 7  Investments
£000
Other Investments
Cost 13,165
At 1 January 2008 and at 31 December 2008
Subsidiary undertakings
The principal undertakings in which the Company’s interest at the year end is 20% or more are as follows:
Country of Proportion of voting
incorporation rights and ordinary
Subsidiary undertaking or registration share capital held Nature of business
Surface Technology plc England 100% Surface engineering, impregnation and finishing
of metals. Supply of impregnation equipment
and chemicals and NDT equipment.
Ultraseal USA Inc USA 100% Distributors of impregnation equipment
and chemicals.
Lancy Technology Ltd England 75% Effluent treatment systems.
Ultraseal Asia Ltd * BVI 75% Holding company for Ultraseal Shanghai Ltd.
Ultraseal Shanghai Ltd * China 75% Processing and distribution centre for
impregnation chemicals and equipment.
Hi-Tech Coatings Pty Ltd * Australia 100% Surface engineering and finishing of metals.
MX Systems International Ltd England 100% Supply of impregnation equipment
and chemistry.
Applied Precision Coatings Ltd * England 100% Surface engineering and finishing of metals.
TAM International Group Holdings Ltd England 75% Holding company for the following TAM
trading companies.
TAM International UK Ltd * England 75% Manufacture and supply of chemicals for the
construction industry.
TAM International Hong Kong Ltd * China 75% Supply of chemicals for the construction industry.
TAM International Singapore Pte Ltd* Singapore 75% Supply of chemicals for the construction industry. 
TAM International Australia Pty Ltd* Australia 75% Manufacture and supply of chemicals for the
construction industry.
TAM International Taiwan Co Ltd* Taiwan 49% Manufacture and supply of chemicals for the
tunnelling and mining industry.
Advanced Surface Treatments Ltd* England 100% Surface engineering and finishing of metals.
Armourcote Malaysia Sdn Bhd* Malaysia 100% Surface engineering and finishing of metals.
All the above subsidiaries are included in the consolidated financial statements.
For all undertakings listed above, the country of operation is the same as the country of incorporation or registration.
* These undertakings are indirectly held by Norman Hay plc. TAM International Taiwan Co Limited is controlled by Norman Hay
plc, by virtue of Norman Hay plc’s controlling interest in TAM International Group Holdings Limited.
A N N U A L R E P O R T 20 0 8 51 Notes to the Financial Statements of
the Parent Company continued
8  Debtors
2008 2007
£000 £000
Trade debtors 46 57
Amount owed by subsidiaries 2,099 1,124
Other debtors 36 5
Prepayments and accrued income 34 19
2,215 1,205
All amounts included in debtors are receivable within one year.
9  Creditors due within one year
2008 2007
£000 £000
Bank overdraft and loans (secured) 2,771 2,557
Trade creditors 103 68
Amounts owed to subsidiaries 138 184
Taxation and social security costs 24 80
Other creditors – 25
Accruals and deferred income 107 54
Corporation tax 50 64
3,193 3,032
The bank overdraft and loans are secured over certain of the Group’s assets and undertakings.
10  Creditors due after one year
2008 2007
£000 £000
Bank loans (secured) 550 750
Amounts owed to subsidiaries 7,610 7,494
8,160 8,244
Loans and overdrafts are repayable as follows:
In one year or less 2,771 2,557
In more than one year but not more than two years 550 750
3,321 3,307
W W W. N O R M A N H AY. CO M 52 11  Provision for liabilities
The amount of deferred taxation provided, which relates to accumulated depreciation being lower than accumulated capital
allowances, and other timing differences, is as follows:
2008
£000
At 1 January 2008 50
Credit to profit and loss account (10)
At 31 December 2008 40
12  Share capital
At 31 December 2008 At 31 December 2007
Number Value Number Value
000 £000 000 £000
Authorised – ordinary shares of 10p each 18,000 1,800 18,000 1,800
Allotted and fully paid – ordinary shares of 10p each 14,812 1,481 14,812 1,481
Details of movement in share capital can be found in Note 25 to the Group Financial Statements.
13  Reserves
Share Capital Share Profit Total
Share premium Revaluation redemption scheme and loss
capital account reserve reserve reserve account
Company £000 £000 £000 £000 £000 £000 £000
At 1 January 2008 1,481 1,253 531 94 26 2,504 5,889
Share scheme charge ––– – 17 – 17
Movement in reserves –– (7) ––7 –
Retained profit for the year ––– –– 1,281 1,281
Dividends paid in year ––– –– (669) (669)
At 31 December 2008 1,481 1,253 524 94 43 3,123 6,518
14  Related party transactions
The Company is exempt under the terms of Financial Reporting Standard 8, ‘Related party disclosures,’ from disclosing related
party transactions with entities that are part of the Group or investees of the Group.
15  Contingent liabilities
The Company had outstanding guarantees in respect of subsidiary undertakings amounting to £205,000 at 31 December 2008
(2007: £84,000).
16  Cash flow statement
The Company is exempt from the requirement to publish a cash flow statement because a cash flow statement for the Group
has been presented (see page 18).
A N N U A L R E P O R T 20 0 8 53 17  Share-based payment
Norman Hay plc operates two equity-settled share based remuneration schemes for employees: a long term incentive scheme
and an unapproved scheme for Executive Directors and senior management. All UK employees are eligible to participate in the
long term incentive scheme, the only vesting condition is that the employee remains an employee of the Group over the savings
period.
Under the unapproved scheme, the shares are only exercisable at a share price of 250p or a change in control.
2008 2008 2007 2007
Weighted Weighted
average average
exercise exercise
(pence) Number (pence) Number
Outstanding at the beginning of the year 69 1,330,000 63 1,617,750
Exercised during the year –– 39 (287,750)
69 1,330,000 69 1,330,000
The exercise price of options outstanding at the end of the year was 69p (2007: 69p).
There were no options exercisable at the year end.
Details of all outstanding share options are disclosed in the Report of the Directors, including periods over which they 
are exercisable.
W W W. N O R M A N H AY. CO M 54
Notes to the Financial Statements of
the Parent Company continued Notice is hereby given that the sixty third Annual General Meeting of the Company will be held at Norman Hay plc, 
Godiva Place, Coventry on 24 June 2009 at 11 am for the following purposes:
1 To receive and adopt the Directors’ Report and audited financial statements for the year ended 31 December 2008.
2 To declare a final dividend for the year ended 31 December 2008.
3 To re-elect as a Director Mr David Miller who retires by rotation in accordance with Article 84 of the Articles of Association.
4 To reappoint the auditors. A resolution to reappoint BDO Stoy Hayward LLP as auditors will be proposed at the forthcoming
Annual General Meeting.
5 To authorise the Directors to fix the auditors’ remuneration.
6 To consider and, if thought fit, approve as an Ordinary Resolution:
6.1) That in accordance with Article 7A of the Company’s Articles of Association and Part V Chapter VII of the Companies Act
1985 (“the Act”) the Company be and it is hereby authorised generally and unconditionally (pursuant to Section 166 of
the Act) to make market purchases of any of its own shares on such terms and in such a manner as the Board of
Directors of the Company may from time to time determine.
6.2) The general authority conferred by this resolution shall:
i) expire on the date of the Annual General Meeting of the Company to be held in 2010;
ii) be limited to 750,000 shares of the Company;
iii) not permit the payment per share of less than 10p nor more than 5% above the average of the middle market
quotations (derived from The Stock Exchange Daily Official List) of the shares for the ten business days before 
any such purchase is made;
iv) before expiry entitle the Company to enter into any contract for the purchase of its own shares which will or might
be executed wholly or partly after its expiration.
6.3) This authority shall only be capable of variation, revocation or renewal by the Company in General Meeting.
7 To consider and, if thought fit, approve as a Special Resolution:
That the Directors be and are hereby empowered pursuant to Section 95 of the Act to allot equity securities (as defined 
in that Act) and pursuant to an authority dated 18 June 2008, given to the Directors to allot relevant securities (as defined in
that Act) as if the provisions of Section 89(1) of the Act did not apply to any such allotment until the conclusion of the Annual
General Meeting to be held in 2010 or 15 months whichever comes first in respect of:
i) allotments in connection with rights issues (subject only to such exclusions as the Directors may feel necessary or
expedient to deal with fractional entitlements or legal or practical requirements of an recognised regulatory body 
in any territory); and
ii) the allotment for cash (otherwise than pursuant to (i)) of equity securities up to an aggregate nominal amount 
of £75,000.
Registered office: By order of the Board
Godiva Place Brigid M Cattle
Coventry CV1 5PN 27 May 2009
Notes:
1 A member entitled to attend and vote at this Meeting is entitled to appoint one or more proxies to attend and, on a poll, vote on his/her behalf. A proxy need
not be a member of the Company. A form of proxy is attached for use at the Meeting. Members should complete, sign and return this so as to reach the office
of the Company’s Registrars not less than 48 hours before the time appointed for the holding of the Meeting. By so doing they will not be precluded from
attending and voting at the Meeting in person should they be able to do so.
2 A register of Directors’ interests and those of their families in the shares of the Company and copies of relevant Directors’ service contracts will be available for
inspection at Norman Hay plc, Godiva Place, Coventry from the date of this notice until the close of the Meeting.
3 As permitted by Regulation 41 of the Uncertificated Securities Regulations 2001, shareholders who hold shares in uncertified form must be enrolled on the
Company’s register of members at 6.00 pm on 22 June 2009 or, in the event that the Meeting is adjourned, on the register of members as at 6.00 pm two days
prior to the time of any adjourned meeting (provided such time is not more than 48 hours prior to the time of any adjourned meeting), in order to be entitled
to attend and/or vote at the Meeting in respect of the number of shares registered in their name at such time. Changes to entries on the register of members
after that time will be disregarded in determining the rights of any person to attend and/or vote at the Meeting.
Notice of Meeting
A N N U A L R E P O R T 20 0 8 55 Shareholder’ s Notes
W W W. N O R M A N H AY. CO M 56 Advisers
Secretary and Registered Office
Brigid M Cattle
Godiva Place
Coventry  CV1 5PN
Registered Number 405025
Independent Auditors
BDO Stoy Hayward LLP
125 Colmore Row
Birmingham  B3 3SD
Bankers
Bank of Scotland
38 St Andrew Square
Edinburgh  EH2 2YR
Close Brothers
10 Crown Place
London  EC2A 4FT
Registrars
Equiniti
1st Floor, 34 South Gyle Crescent
South Gyle Business Park
Edinburgh  EH12 9EB
Nominated Adviser and Broker
Brewin Dolphin Securities Limited
PO Box 512
National House
36 St Ann Street
Manchester  M60 2EP
Financial Marketing
Haggie Financial LLP
10 Fenchurch Avenue
London  EC3M 5BN
The Environment
The Group recognises the importance of Corporate Social
Responsibility and continues its development in this area. 
The Group’s approach is to develop a culture of good corporate
citizenship as seen in its actions and activities. Norman Hay plc
Godiva Place
Coventry
CV1 5PN
T : +44 (0) 24 7622 9373
F: +44 (0) 24 7622 4420
E: info@normanhay .com
y p p
www.normanhay.com