Annual Report 2012
Reﬂecting your needs perfectly
Reﬂecting your needs perfectly Styles&Wood Group plc
REFLECTING THE NEEDS OF  
OUR CUSTOMERS
At Styles&Wood we pride ourselves in delivering a  
service that exceeds expectations by providing integrated 
property support services, tailored to the specific needs 
of our clients. 
We understand our clients’ markets and utilise over 
30 years industry experience to develop bespoke 
solutions, incorporating the ability to change and adapt to 
the changing needs of our clients and their customers. 
Understanding what our clients are trying to achieve and 
then developing solutions that help them deliver their 
objectives, enables us to deliver a best value service, 
through working together to make a difference. 
REFLECTING THE NEEDS OF  
OUR SHAREHOLDERS
Maintaining an open and honest dialogue underpins  
our approach to maximising shareholder value and  
we understand the key role you play in our  
continued success. 
Corporate confidence is bolstered by the support and 
backing of our shareholders and it’s that underlying 
confidence and belief in Styles&Wood that has 
supported us through our latest period of change and 
evolution. What has emerged is a leaner, more robust 
corporate entity, with a strong service offering, delivering 
predictable income streams, with improved margins all 
resulting in sustainable profitable growth.
Our Business
Styles&Wood provides a fully integrated range of property support services including 
design, building intelligence, carbon abatement, programmes and project delivery.
+
 What We Do –  
 Our Business 
 Model  
 See page 4
+
 Why We Do It –  
 Our Market  
 See page 6
+
 How We Do It –  
 Our Strategy  
 See page 8
+
 Chairman’s Statement  
 See page 2
“ I am pleased to report  
 further growth in underlying  
 profit and profitability…  
 to £2.0m in 2012.”
+
 Chief Executive  
 Officer’s Review  
 See page 16
“ I can report a 20%  
 increase in operating  
 profit and a fivefold  
 rise in EPS...”
+
 Group Finance  
 Director’s Review 
 See page 18
“  The results for 2012 are a 
creditable performance in 
challenging economic 
conditions.” Annual Report & Accounts 2012 > BUSINESS OVERVIEW Styles&Wood Group plc 1
Financial Highlights Contents
BUSINESS OVERVIEW 
HIGHLIGHTS 1
CHAIRMAN’S STATEMENT 2
BUSINESS REVIEW
WHAT WE DO –  
OUR BUSINESS MODEL 4
WHY WE DO IT – OUR MARKET 6
HOW WE DO IT – OUR STRATEGY 8
RECENT PROJECTS 10
CHIEF EXECUTIVE  
OFFICER’S REVIEW 16
GROUP FINANCE  
DIRECTOR’S REVIEW 18
A NEW APPROACH TO  
CORPORATE RESPONSIBILITY 20
OUR RESPONSIBILITIES
BOARD OF DIRECTORS 24
DIRECTORS’ REPORT  26
STATEMENT OF DIRECTORS’  
RESPONSIBILITIES 28
CORPORATE GOVERNANCE  
STATEMENT  29
DIRECTORS’ REMUNERATION  
REPORT 33
FINANCIAL STATEMENTS
INDEPENDENT AUDITORS’ REPORT 37
CONSOLIDATED INCOME  
STATEMENT 39 
CONSOLIDATED STATEMENT  
OF CHANGES IN EQUITY  40
COMPANY STATEMENT OF  
CHANGES IN EQUITY  41
CONSOLIDATED BALANCE SHEET  42 
COMPANY BALANCE SHEET  43
CONSOLIDATED CASH FLOW  
STATEMENT 44
COMPANY CASH FLOW STATEMENT  45
NOTES TO THE FINANCIAL  
STATEMENTS 46
Operational Highlights
• Exceptional performance on site  
and a strong, ongoing relationship 
with Chesterfield Royal Hospital NHS 
Foundation Trust, has led to securing 
a third project for the hospital, 
confirming our credentials within 
Healthcare refurbishment.
• Led by the Gatehouse Energy team,  
our carbon abatement division, 
Styles&Wood have entered into a 
strategic partnering arrangement with 
Consensus Capital Private Equity. 
Together we are now bringing a fully 
funded, Solar PV installation solution  
to the marketplace. 
• Both Lloyds Banking Group and 
Barclays have commissioned 
Styles&Wood to provide our full suite  
of property services and solutions 
which now includes programme and 
projects delivery, design services and 
building intelligence support.
• Our professional team approach has 
resulted in repeat custom for high 
quality office refurbishment projects  
for two major clients in the financial 
services sector and circa £10m from 
similar projects has been carried 
forward into our 2013 order book.
• Corporate Responsibility remains at  
the very heart of operations here at 
Styles&Wood. CEO, Tony Lenehan, 
holds a seat on the Business in the 
Community’s National Marketplace 
Leadership Team and our SWiTC 
Team have been recognised with the 
receipt of a Game Changer Award, 
presented by HRH Prince Charles.
• In December 2012 we were also 
awarded the Lexis Nexis Award for 
outstanding approach to Behavioural 
Safety and in February 2013 received 
a British Safety Council International 
Safety Award at Merit level.
-
3.0
%
Revenue £97.9m  
(2011: £101.0m) – down 3.0%
+20
%
Operating Profit £2.3m  
(2011: £1.9m) – up 20%
+68.3
%
Profit Before Tax £0.8m  
(2011: £0.5m) – up 68.3%
+400
%
EPS 0.5p  
(2011: 0.1p) – up 400%
Week 15 order book £61.9m  
(2011: £56.4m ) – up 10%
+ 10
%
+ + + + +
% % % % % % 2 Styles&Wood Group plc
+
Chairman’s Statement
Revenue from 
new strategic  
sectors
Order book 
ahead of  
prior year
Dear Shareholder
I am pleased to report another good year 
of strategic development as we focus  
on creating a sustainable platform for 
continued growth.
There was further improvement in profit, 
from an underlying profit before tax of 
£1.8m in 2011 to £2.0m in 2012 on 
relatively stable revenue. We have  
seen the benefits of the Group’s 
diversification strategy being realised 
with 21% of business delivered from 
new strategic sectors. This has created 
genuine resilience and has been a 
contributory factor in a strengthening 
order book which is currently 10% 
ahead of prior year.
RESPONDING TO OUR 
CUSTOMERS’ NEEDS
Key to establishing the right platform for 
growth has been a clear focus on the 
needs and requirements of our customers 
and an ability to offer an holistic property 
support services solution. This has 
enabled the business to remain relevant, 
under particularly challenging market 
conditions, and has also ensured that  
we have been able to align our business 
interests with those of our customers.
FOCUS AND SELECTIVITY
It has been important over the course 
of the year to maintain a selective 
approach to new opportunities in order 
to maintain growth in profits whilst, in a 
strategic sense, investing in the future. 
During the year we have had significant 
successes in sectors with real 
opportunities for potential growth 
including Commercial, Education & 
Healthcare and Carbon Abatement.
This diversification, in areas where our 
historic retail credentials are particularly 
relevant, provides a sound basis for 
future sustainable profitable growth.
RECOGNISING OUR 
RESPONSIBILITIES
Recognising our corporate 
responsibilities is not only good  
business practice but also a necessary 
requirement for engagement with all of 
the Group’s stakeholders. Our 
appointment at national level to the 
Business in the Community’s Market 
Place Leadership Team and our direct 
contribution to the development of new 
industry standards for the sustainable 
refurbishment of buildings provides  
some positive differentiation in this 
respect. It is also particularly reassuring 
to note that our commitment to target 
zero significant accidents on our 
programmes and projects is now 
evidenced by an Accident Frequency 
Rate of 0.07* for 2012. 
+21
%
+ 10
%
*  AFR reflects the number of RIDDOR 
reportable accidents in period.
h h h h h h h d d d d d d d d d d d d d d d d d d Annual Report & Accounts 2012 > BUSINESS OVERVIEW Styles&Wood Group plc 3
“ I am pleased to 
report further 
growth in 
underlying proﬁt 
and proﬁtability… 
to £2.0m in 2012.” 
Jim Martin 
Non Executive Chairman
ORGANISATIONAL DEVELOPMENT
The year has seen fundamental  
change on a number of fronts including 
realignment and strengthening of the 
Executive Leadership Team. Operational 
excellence is at the heart of the Group’s 
ethos. The installation and adoption of a 
new fully integrated operating platform 
together with a suite of management 
systems has delivered improved 
business performance as well as a 
broader external expert accreditation  
of our skills and capabilities.
This approach drives confidence  
which together with our core skills  
in technical services and business 
systems’ applications helps to provide 
differentiation in the market place.
OUTLOOK 
Market conditions remain extremely 
challenging and show few signs of an 
imminent recovery. In such uncertain 
times it is difficult to predict the outcome 
for 2013 particularly this early in the year, 
and whilst we are encouraged by a 10% 
improvement in our order book, there 
has been a reduction in order intake in 
recent weeks. The banking sector 
continues to be a significant part of our 
business and has a strong weighting 
towards the second half of the year. We 
continue to invest in new markets for 
long term growth and are pleased with 
+
+
our early progress. This mix of work, 
combined with increased  competition in 
our market, is however putting significant 
pressure on margins in the short term.
 Our future success relies on the quality 
and professionalism of our people and 
we are selectively adding to the team 
whilst at the same time reducing our 
numbers where skills do not correspond 
with the needs of a changing market.  
On behalf of the Board I would like to 
thank our colleagues for their hard  
work, commitment and creativity  
which should help us this year to 
maximise our performance in such  
tough market conditions.
underlying proﬁt 
before tax
£2.0m 4 Styles&Wood Group plc
What We Do – Our Business Model
Styles&Wood has become a leading provider of integrated property 
support services. A professional and effective organisation with the 
ability to anticipate and satisfy the demands of a challenging market 
place, Styles&Wood is no longer a simple refurbishment contractor. 
 
 
A DIVERSIFIED BUSINESS MODEL 
Our service lines
Professional Services
• Building Intelligence – iSite is an online property 
management portal utilised by estate managers, project 
managers and facilities managers to drive value, reduce 
cost, optimise service delivery and manage risks. 
• Programmes – We have a wealth of experience in 
delivering major estate management roll out programmes 
including refurbishment, fit out and refresh works. 
Collaboration is a core facet of our offer through which we  
are consistently able to offer innovation and best value.
• Design – With a team of architects, interior designers, 
engineers and surveyors, we provide an out-sourced design 
solution for our Customers, either as a stand-alone offer or 
as an integrated design and build service.
Contracting Services
• Project Delivery – From a minor refresh to a 
comprehensive refurbishment, shell fit out, or complex 
structural re-configuration, we fulfil the role of Principal 
Contractor. As such, we provide excellence through  
our accredited Safety, Quality and Environmental 
management systems with a proven commitment  
to best practice and innovation.
• Carbon Abatement – With a core focus on solar 
photovoltaic array design and installation, our solutions 
benefit property owners and investors seeking to achieve 
energy savings and efficiency gain, enhanced sustainability 
credentials and a commercial return on investment. 
Styles&Wood Group – Property Support Services
Styles&Wood Group – Property Support Services
Retail & Leisure/Public & Community/Commercial/Banking & Finance Sectors 
Solutions 
Professional Services Services Contracting Services
Project  
Delivery
Carbon  
Abatement
Building  
Intelligence
Programmes Design Annual Report & Accounts 2012 > BUSINESS REVIEW Styles&Wood Group plc 5
WHERE WE OPERATE
Operating nationally from our head 
office in Altrincham with regional 
offices in London, Nottingham and 
Lancaster, we have a strong supply 
chain with strategic partners in all 
areas across the UK. Our reach also 
extends to the Republic of Ireland, Isle 
of Man, Channel Islands and via our 
DutcoStyles&Wood joint venture, the 
United Arab Emirates.
PARTNERSHIPS WE RELY ON
We develop lasting relationships  
with our suppliers and customers, 
building strategic partnerships  
with a shared commitment and a 
common goal. Over 70% of our 
revenue is repeat business.
A NEW APPROACH TO 
CORPORATE RESPONSIBILITY
We take pride in our community 
engagement and sustainability and 
have a strong focus on carbon 
reduction led by our Gatehouse Energy 
service offer. Our commitment to the 
highest standards of Health & Safety is 
acknowledged by our 9th consecutive 
award of the RoSPA Gold medal. 
+
 A new approach to  
 Corporate Responsibility 
 See page 20
CUSTOMER CENTRIC ORGANISATIONAL MODEL
Services by  
Profit Contribution
• Contracting
• Professional
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
 0%
In looking ahead to the future, our focus will be on the continued development  
of our service lines and business units with a view to increase market share  
and geographical coverage across all of our key sectors; Public & Community,  
Retail & Leisure, Banking & Finance.
Revenue by Sector
• Public & Community 
• Commercial
• Banking & Finance
• Retail & Leisure
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
 0%
Delivering integrated 
property solutions covering  
design, building intelligence,  
carbon abatement, programmes 
and project delivery for clients in 
the retail and leisure, public and 
community, commercial and 
banking and finance sectors. 
 2010 2011 2012  
 Actual Actual Actual 
 2010 2011 2012  
 Actual Actual Actual 
Working  
together to make  
a difference
of product and service
Delivering an outstanding quality 
sustainable profitable growth
Predictable income streams and
Experience and Expertise
Responsive and Respectful approach
Customer Centric Solutions
a difference
of produ
Delivering an
able growth
streams and
e and Respectful approach
Customer Centric Sol 6 Styles&Wood Group plc
Why We Do It – Our Market
MARKET OVERVIEW 
The current economic backdrop remains challenging and is forecast to be so for the next three to five years, resulting in significant 
constraints on new capital investment and continued emphasis on rationalising and improving property estates, refurbishing and 
remodelling buildings.
This requirement establishes a sustainable demand for the full service range offered by the Styles&Wood Group. We have seen 
significant capacity contraction amongst our peer group during the reporting year and there are indicators that there will be further 
rationalisation during the short to medium term. Our approach to the promotion of integrated property support services provides  
a differentiated offer relative to our peers and creates a basis for longer term, more predictable customer relationships.
It has been necessary to pursue an ambitious diversification strategy to reposition the Group within sectors where our skills sets 
differentiate and add value. This strategy has enabled Styles&Wood to maintain a measured level of business interest in the retail 
sector, whist establishing a robust platform for growth in new sectors and segments with clear growth opportunities.
In a business environment where there is a clear imperative to make 
property assets perform better with a lower level of investment, our 
particular skills set provides a smart capability to enhance and  
better align property estates with the core business requirements  
of owners and operators.
COMMERCIAL
Commercial opportunity in office property refurbishment is 
growing with a marked lack of new space currently available or 
under construction. In London and major conurbations, the level 
of tender enquiries has progressively increased over the last two 
years and continues to grow. Success in this particular sector is 
highly geared to establishing and maintaining positive business 
to business relationships with customers, professional advisors 
and agents. This characteristic aligns well with the ability to 
understand end user requirements established through our 
heritage in retail.
RETAIL & LEISURE
Notwithstanding the fundamental challenges posed in retail by 
recessionary market conditions, there are positive indicators that 
substantial, committed spending programmes are now planned 
to be progressively rolled out by the major grocery retailers. This 
will include refresh of existing store environments, new 
convenience style formats and investment in the high street. 
Together with high end and niche brands, where a natural 
resilience to negative market trends prevails, these segments 
provide sound prospects for the Group going forward.
“ The supply of grade A space continues to reduce 
across the regional ofﬁce markets. With existing pent 
up demand and the prospect of lease events over the 
next three years, demand should be robust, and prime 
supply will continue to reduce.”  
GVA Q1 2013
“ Waitrose boss Mark Price anticipates  
doubling the grocer’s store count to 600…”  
Retail Week, 3 September 2012 Annual Report & Accounts 2012 > BUSINESS REVIEW Styles&Wood Group plc 7
PUBLIC & COMMUNITY
We have concentrated our efforts primarily on the Education 
and Health segments within the public sector. Fundamental 
constraints on new capital spending, substantive cuts in 
revenue support and a prerequisite for government 
departments and local authorities to demonstrate efficiency 
gains creates a sustainable business opportunity for a business 
such as ours which specialises in delivering more with less from 
a property perspective. With success in the first tranche of the 
Free Schools Programme and a number of strong client 
relationships already established, there is a growing degree of 
confidence in our ability to sustain growth in the public sector.
BANKING & FINANCE
The Banking & Finance sector has over the last 12 to 18 months 
undergone significant transformation in terms of the adoption of a 
more strategic approach to outsourced property support services 
and capital investment. Work streams are becoming more 
predictable and significant time and effort is now being jointly 
applied, together with our customers, to the planning and 
optimising of complex fast moving projects and programmes. We 
have maintained our leading positions on established framework 
arrangements with three of the leading major UK Banks and have 
an improved order book position in this sector relative to prior year.
“ We believe Tesco is about to commence more overt work on its  
near 40million sq ft estate in the UK, with more space for food  
and clothing, lots of refreshment and even some downsizing”  
The Grocer 16 March 2013
“ RBS is to invest £700m in its UK retail arm over  
the next three years.” 
Financial Times 18 March 2013
“ On 1 March 2013, the Secretary of State announced 
details of the capital funding of around £4 billion that 
will be made available to create new school places and 
to carry out maintenance and repair work to existing 
school buildings.”  
Education.gov.uk 1 March 2013
Volume of construction output in Great Britain: constant  
(2005) prices, seasonally adjusted index numbers – by sector 
(Source: ONS as at 12 April 2013)
All Repair and 
Maintenance 
£ Million
All Work
£ Million
Period on  
Period  
Growths
Period on same 
period one year  
ago growths
2011Q1 89.1 94.9 0.0% 7.4% 
Q2 88.6 96.1 1.3% 2.3%
Q3 89.1 96.2 0.1% -0.5%
Q4 89.8 95.4 -0.8% 0.5%
2012 Q1 89.3 90.2 -5.4% -4.9%
Q2 88.3 88.0 -2.5% -8.5%
Q3 86.5 86.4 -1.8% -10.1%
Q4 86.6 87.3 1.0% -8.5% 8 Styles&Wood Group plc
At the heart of the Company lie our values; they drive us, guide our 
decisions and they’re fundamental to the way we work. Working 
together to make a difference is more than just our vision and we  
truly believe that we have the right mix of skills, expertise and conﬁdence  
to make that happen and deliver our strategic objectives. 
DIVERSIFICATION
Three years ago in excess of 70%  
of the Group’s revenues were derived 
from the retail sector. This position 
had evolved during a period of 
unprecedented growth for the UK 
economy accompanied by a lack of 
relevant market capacity in retail 
property support services. Clearly, as 
the economy moved into recession 
this high gearing to one particular 
sector proved unsustainable. Over  
the last two years, Styles&Wood 
Group has successfully identified  
new opportunities and consolidated 
positions in additional sectors where 
our skills sets are relevant and our 
integrated approach to the provision 
of property support services can 
provide clear differentiation. 
We are now in a position where core 
retail, whilst remaining a key strategic 
sector for the business, is now around 
MARGIN IMPROVEMENT
The risk profile associated with 
property support services has a 
relatively mature outlook with design- 
build contract forms becoming the 
norm. Accordingly, we have aligned 
our support services capabilities to 
operate centrally to provide economies 
of scale and an ability to promote 
efficiency and best practice in real  
time across the whole group. As a 
consequence, operating profit has 
improved progressively over the last 
two years and the associated 
framework for continuous improvement 
is aligned with further efficiency gains 
targeted for 2013. Key features in this 
respect are a consolidated work 
winning function and holistic approach 
to Human Resources.
Risk:
• lack of stability in the supply chain
• competitive pressure within  
the industry
How We Do It – Our Strategy
15% of our revenue and new  
strategic sectors, commercial and 
public, comprise over 20% of our 
business. This strategic approach to 
diversification, aligned with around 
50% of 2012 planned revenue derived 
from sustainable relationships within 
Banking & Finance, provides a robust 
platform for growth. Specific business 
drivers have emerged which are 
common to all our strategic sectors 
and in particular we are securing new 
business interest in the green energy 
arena which will provide further 
opportunity in the future for reinforcing 
our diversification agenda.
Risk:
• contraction in the overall economy
• cuts in banking sector  
capital budgets
Operating  
profit up
20%
Revenue from the Commercial  
and Public Sectors now accounts  
for more than 20%  
of our total revenue, from less than  
5% in 2010. Annual Report & Accounts 2012 > BUSINESS REVIEW Styles&Wood Group plc 9
PREDICTABLE INCOME STREAMS
There is a significant level of volatility  
in future business opportunities in  
the property support services sector 
primarily due to the continuing 
uncertainty in the economy as a 
whole. It is therefore extremely 
important to promote success and 
create repeat business relationships. 
An ability to identify closely with end-
user requirements and genuinely align 
business interests with customers lies 
at the heart of this goal. Styles&Wood 
continues to deliver in excess of 75% 
of its revenues through frameworks 
and strong customer relationships.
Risk:
• failure to deliver best value
• poor management of  
client relationships
PEOPLE AND ORGANISATION
The organisational structure of the 
business has been changed and 
redefined to provide a discrete focus  
for all our customers with clear reporting 
lines and objective definition of lines of 
responsibility and reporting. An Executive 
Leadership Team implements the 
Group’s strategy which is operationally 
delivered by a number of customer 
facing Account Principals with full profit 
and loss responsibilities. This is a 
scaleable organisational model which 
has the capacity to flex to provide a solid 
platform for growth. We have additionally 
introduced a People Development 
Programme which provides a basis for 
entry at all levels including apprentices 
and graduates. Specific modules are 
now in place for our talent pool and 
succession planning draws from both 
internal and external sources.  
Risk:
• failure to attract and retain  
key personnel
• failure to maintain investment  
into health & safety, training  
and development
SUSTAINABLE  
PROFITABLE GROWTH
There has been a concerted, strategic 
effort over the past two years to 
create a mix of programme and 
project related workload which has 
the right profit characteristic and an 
ability to generate positive cash 
positions. The corresponding selective 
approach to new work opportunities 
has created an improved tender 
conversion rate, demonstrated by  
a carry through of secured project 
workload of £15m at 2012 year  
end (2011: £3.0m). Additionally, the 
provisional allocation of in excess  
of £35m opening order book value  
for our framework arrangements  
for 2013 provides substance to  
our commitment to deliver  
sustainable profitable growth. 
Risk:
• failure to change with the  
market place
• failure to evolve our services in  
line with our customer’s needs 
Our collaborative and respectful approach drives our customer 
focused agenda and our people tackle each working day with an 
innovative, agile and inspiring outlook, whilst all the time 
remaining responsible for successful project delivery. 
of reveues  
through 
frameworks 
and strong 
customer 
relationships
75%
u u u ue e v ve e e e e r r re e ev v v o o of f f f f f
£60 million
Order book value 
(for delivery in 2013) 
– in excess of
up
10%
Styles&Wood  
have successfully 
been reaccredited 
under Investors  
in People 10 Styles&Wood Group plc
KEY FACTS
Project name: 
LloydsBG Framework
Client name: 
Lloyds Banking Group
Service: 
Refurbishment 
Start date: 
2006 
Duration: 
Ongoing
PROJECT OVERVIEW
Styles&Wood was appointed under a 
Framework Agreement for the design and 
construction refurbishment of the Lloyds 
Banking Group estate. Our original 
appointment was in 2006 following a 
competitive selection process and we have 
since been successfully re-engaged by a 
combination of high performance against 
formal continuous improvement measures, 
achieving continuous value enhancements 
and cost efficiencies. 
Managed by Lloyds Banking Group,  
Property Design & Construction Team, the 
Styles&Wood Delivery Teams are engaged 
on two work streams, Retail Space and 
Offices. Projects typically comprise of strip-
out and internal refurbishment of retail bank 
branches including M&E services, partitions, 
ceilings, flooring and finishes, counters and 
automated cash machine replacement. A key 
element of each project is planning and 
executing the works to maintain a secure 
environment whilst the branch remains open 
to the public during the refurbishment works. 
OUR APPROACH 
We deliver our projects through the One 
Construction Alliance (OCA), a strategic 
partnership consisting of LloydsBG, EC 
Harris, Styles&Wood and four other delivery 
partners. The OCA acts as a centre of 
excellence to drive and deliver revenue 
investment consistently across the 
LloydsBG property portfolio, through a 
customer and business focused integrated 
operating platform, delivering a capital 
budget of around £250m and circa 600  
to 700 projects per annum. 
Most of the projects delivered as part of the 
LloydsBG Framework are short duration 
projects, with delivery during closed 
periods, including evening and weekend 
working, in order to minimise disruption. 
As part of the OCA, Styles&Wood have 
taken the lead and are working alongside 
the LloydsBG Design and Construction 
Team with regards to Design Standards 
and Sustainability. 
Utilising our in house design expertise, 
Styles&Wood Design, we have been able 
to bring considerable improvement and 
value in terms of developing strategy and 
concepts for the investment programme, 
which has then been shared with all 
partners on the OCA. Further to this, we 
have been able to embed sustainability 
standards in the design process and are 
targeting and achieving RICS Ska Silver 
ratings for all programmes, via 
concentrating on energy and CO
2
 
emissions, waste and materials.
“...Further to this, we 
have been able to embed 
sustainability standards in 
the design process and 
are targeting and achieving 
RICS Ska Silver ratings 
for all programmes, via 
concentrating on energy  
and CO
2
 emissions,  
waste and materials.”
Recent Projects
+
LLOYDS BANKING GROUP Annual Report & Accounts 2012 > BUSINESS REVIEW 11 Styles&Wood Group plc
KEY FACTS
Project name: 
Deloitte, St Albans 
Client name: 
Deloitte
Service: 
Refurbishment 
Type of Building: 
Multi Storey purpose built  
commercial building
Start date: 
July 2012
Completion date: 
November 2012
Duration: 
16 weeks
PROJECT OVERVIEW
Styles&Wood was awarded the Deloitte,  
St Albans contract in June 2012. Working 
within a live commercial environment, this  
3 phase project was completed within 16 
weeks. The project required refurbishment 
to a three-storey office building with 
mechanical and electrical works and 
electrical and decorative modernisation. 
The scope required replacement of a  
poorly performing air conditioning system, 
installation of a new lighting scheme, an 
upgrade to the existing life safety systems, 
renewal of carpets and full decoration of  
the property. 
An overview of the services we provided  
is as follows:
•   Air conditioning installation  
inclusive of surveys, test results,  
testing and commissioning 
•   WC refurbishment – Environmental  
impact reducing technology was used 
•  New energy saving lighting scheme 
•   Emergency lighting upgrade to conform 
with current regulation 
•  Fire alarm reinstatement 
•  Additional security systems and CCTV 
•  Data and communications upgrade 
•  New flooring 
•  Full redecoration 
•  Deep cleaning services
OUR APPROACH
As the project was located within a 
commercial park there were limited 
constraints logistically, but the building  
was live and occupied by not only Deloitte 
tenants but members of other businesses 
that needed to be considered. However 
the main constraint imposed on the project 
was the requirement for security passes  
for all members of the site team due to  
the sensitive nature of the business. 
However this was over come and now 
Styles&Wood have established a supply 
chain with the appropriate security and 
background checks to complete works 
within such environments.
As the refurbishment works were carried  
out within a live environment, operations 
were contained to one floor per phase. 
Styles&Wood was able to work with the 
client’s logistic team to ensure that an 
excellent working environment was 
maintained for their staff, at all times.
It was important that our approach to,  
and delivery of, this scheme supported  
and upheld the ideals of Deloitte, a client 
with an international reputation for business 
excellence. Styles&Wood provided a 
service which met the client’s budget, 
proposing value engineering options and 
delivering a high quality project designed  
to meet our client’s exacting requirements 
and specifications.
“ The strength of the 
Styles&Wood approach 
has been the collaborative 
nature of the relationship 
and the way in which they 
have responded to and 
managed the challenges 
that the project presented. 
Despite these complexities, 
the team delivered a good 
service and respected the 
nature of our business, 
ensuring our operations 
were unaffected by the 
works programme.”  
Cathy Shuttleworth  
Project Manager, Deloitte 
Recent Projects
+
DELOITTE, ST ALBANS 12 Styles&Wood Group plc
PROJECT OVERVIEW
In January 2012, Styles&Wood was 
awarded the contract to refurbish and fit-
out BMW’s prestigious flagship showroom 
located at 63–70 Park Lane, London. 
As BMW was a major sponsor of the 
London 2012 Olympics, it was important 
that Styles&Wood delivered this project 
in sufficient time for the opening of the 
Games. Styles&Wood incorporated the 
client’s design information into an 
accelerated programme of works in  
order to ensure the successful handover  
of a operational showroom. 
The scope of works comprised the following:
•  Complete refurbishment of the shell 
including structural alterations and full 
M&E services fit-out 
•  Installation of a car lift base and system 
•  Complete facade works and delivery of  
a visually ‘high impact shop-front’ 
•  Creation of a support structure to 
incorporate living walls with fully 
operating irrigation systems 
•  DDA works and new access staircases 
•  Installation of a 7 metre LED wall, 
switchable glass and LED lighting  
system and illuminated glass signage 
incorporating a full audio visual package 
•  High quality materials and details such as 
joinery engineered veneer panels, trough 
lighting, together with fit out of retail area 
•  Installation of decorative stainless steel 
surrounds and high specification mirrored 
walling incorporating lighting 
•  Installation of oversized doors and  
glass balustrades to stairwells
OUR APPROACH
Styles&Wood ensured that a Design 
Manager was permanently on-site and 
available to liaise with the client’s architects, 
to assist with ‘buildability’ aspects of the 
works, particularly around the co-ordination 
of specialist details and finishes. 
Logistical challenges of working within the 
City during preparations for the Olympics 
were of key consideration. Constant 
management and review of scheduled 
deliveries enabled us to overcome any 
potential issues. 
Working within a live trading environment, 
with existing franchises either side of the 
site and residents above the works, we 
actively engaged with the building landlord 
and the Local Authorities to mitigate any 
potential impact to the residents and to the 
wider local community. 
On the strength of our performance to date, 
we successfully negotiated and secured a 
further project for BMWi, located at 56 Park 
Lane, London.
KEY FACTS
Project name: 
BMW Flagship, 63–70 Park Lane
Client name: 
BMW Park Lane Limited
Service:  
Fit-out
Start date:  
February 2012
Completion date:  
July 2012
Duration: 
26 weeks
“  On the strength of our 
performance to date, we 
successfully negotiated  
and secured a further 
project for BMW, located  
at 56 Park Lane, London.”
 
BMW 
Recent Projects
+ Annual Report & Accounts 2012 > BUSINESS REVIEW 13 Styles&Wood Group plc
KEY FACTS
Project name: 
Ocean View Hotel
Client name: 
JA Resorts and Hotels
Service: 
 Refurbishment
Type of Building: 
Hotel
Start date: 
July 2012
Completion date: 
December 2012
Duration: 
20 weeks
PROJECT OVERVIEW
DutcoStyles&Wood was awarded the 
refurbishment package for the Ocean View 
Hotel, situated in the vibrant Jumeirah Beach 
Residence in Dubai. The programme of 
works covered refurbishment activities 
across 35,000 square feet, on six different 
floors, in the following areas:
• Girder Bar and External Terrace
• Bakery
• Jewellery Shop
• Salon
• Adult Gym
• Junior Gym
• Spa Treatment Rooms
• Prayer Room
• Conference Reception Area
• 3 Conference Rooms
• External Staircases
• Toilets (male, female and disabled)
• Executive Lounge
• Wine Bar
• Speciality Bar
• Management Offices
• Back of house management offices
• General Manager and PA offices
SCOPE OF WORKS
• Demolition, strip out and alterations
• New walls 
• MEP services
• Suspended ceilings
• Wall finishes
• Decorative finishes
•  Bespoke joinery, metal and  
lazing packages
•  Bespoke AV and lighting packages 
including LED lighting 
•  A range of custom and standard  
floor finishes
• High quality bespoke finishes
OUR APPROACH
Whilst the hotel remained closed for  
the duration of the works, the programme 
of works was tight in order to meet the 
December deadline and the hotel’s  
opening date. 
Delivering the high quality specification  
was built around reliable material supply 
chains and high quality installation 
DutcoStyles&Wood opted to utilise local 
supply chain to procure materials and 
engaged a number of local SME sub 
contractors, in order to guarantee quality  
of service and smooth workflow. 
The tight programme relied upon effective 
scheduling of trades and over 150 
operatives, to provide smooth programme 
delivery. The quality plan was linked into  
the programme and on site weekly progress 
meetings ensured that programme was 
upheld, whilst maintaining the high  
standards of finish required. 
The site remained live 24 hours a day and 
works were scheduled in order to minimise 
disruption to the surrounding hotels, 
restaurants and businesses in the busy 
tourist district of Jumeirah Beach Residence 
and prior to commencement of works on 
site, the neighbouring businesses were 
notified of the planned programme of works.
Measures taken included: 
• Traffic management plans for  
contractors vehicles
•    Deliveries scheduled for periods when 
traffic flow was lighter i.e. early evenings
•   All works were in interior areas, away  
from the public thoroughfare
•   Noisy works were carried out during 
daytime shifts
•   External site signage informing the public 
of the works programmes carried out in 
the hotel and apologising for any 
inconvenience caused
•   All external areas kept free from debris, 
waste items or materials, walkways kept 
clean and clear
•   Controlling contractors’ access and 
egress through central checkpoints to 
ensure the hotel remained safe and 
secure throughout the works programmes
“  Delivering the high quality 
speciﬁcation was built 
around reliable material 
supply chains and high 
quality installation.”
Recent Projects
OCEAN VIEW HOTEL
+ 14 Styles&Wood Group plc
KEY FACTS
Project name: 
Women’s Health Unit & Trinity Ward
Client name: 
 Chesterfield Royal Hospital  
NHS Foundation Trust
Service: 
 Refurbishment (Clinical) 
Startdate:  
June 2012
Completion date: 
October 2012
Duration: 
21 weeks
PROJECT OVERVIEW
Following a competitive tender process, 
Styles&Wood was awarded the contract for 
the clinical refurbishment and remodelling of 
the Women’s Health Unit and Trinity Ward at 
Chesterfield Royal Hospital. 
The project required the conversion of 
outdated wards, which were no longer fit for 
purpose, into specialist women’s healthcare 
facilities. The Women’s Health Unit replaced 
the Old St Mary’s Ward with a specialist out-
patient unit for women. The existing Trinity 
Ward was refurbished. 
The project scope required the 
identification and removal of asbestos and 
the decommissioning of existing services, 
all whilst ensuring the continued day-to-day 
running of the adjacent wards. 
Careful consideration was given during the 
planning and delivery of the project to 
ensure the continued operation of the 
facilities and to maintain the high standards 
for infection control as set by the client. 
OUR APPROACH
All works were delivered by an experienced 
team familiar with the considerations and 
logistics associated with working within live 
healthcare environments 
All site traffic was separated from the main 
route and was agreed in advance with the 
Estates team. The team was issued with a 
schedule of deliveries to site in order to avoid 
any inconvenience to traffic movement. 
All works were to the top floor of a three-
storey building, directly above the live clinical 
services and a material hoist and external 
scaffold staircase was used by site 
personnel to facilitate the smooth running of 
the wards and patient services and out-of-
hours working was utilised in co-ordination 
with the hospital cleaning teams 
Styles&Wood proposed the use of 
‘Fermacell’ boarding to partition which is 
fully recyclable, infection control friendly  
and hard wearing. 
We provided a finish consistent between both 
the Women’s Health Unit and Trinity Ward. 
The scope was to remodel the existing ward 
to provide a Reception area, Triage, 
Treatment and Service Rooms, individual 4/5 
bed wards and Secondary Service Rooms 
(Drug preparation, Kitchen and Day Rooms). 
The project included the following:
•  Erection of dust-free partitions to 
segregate the wards from existing 
corridors allowing continued use 
• Total strip-out to a blank canvas 
• Renovation of existing screed floor 
•  Installation of partitioning to create a new 
configuration of clinical treatment rooms 
and to enable clinical flows 
•  Installation of M&E new clinical services 
which included new fire alarm, ventilation 
and extract systems 
• New baby tagging systems  
•  Nurse call systems 
• Access control systems 
•  Medical gas configurations and essential 
and non-essential electrical systems 
•  Infection control wall cladding systems 
• Installation of new drug preparation 
cabinets and fridges 
• Creation of new dirty and clean utility areas 
• Creation of kitchens and nurse rest  
areas, en-suite wet rooms and visitor  
and waiting areas 
The strip-out of this ward left all main 
structural walls and floors as existing.  
These were then utilised for the new  
service configurations and for installation  
of new periphery services and finishes. 
The refurbishment of this ward consisted of: 
• Vinyl sheet cladding for infection  
control purposes 
• New flooring and ceilings 
• Lighting and furniture to new reception 
areas, consultant offices, clinical wards 
and en-suite wet rooms
• New furniture and finishes including 
ceilings, curtain rails to beds, heavy  
duty vinyl flooring, resin skirtings and  
fire resistant paint specification 
We provided 38 new bed spaces which  
were managed from 2 newly installed nurse 
stations. This then allowed the Trinity Ward  
to be managed individually as 2 new wards.
“  We provided a ﬁnish 
consistent between both 
the Women’s Health Unit 
and Trinity Ward.”
CHESTERFIELD ROYAL HOSPITAL
Recent Projects
+ Annual Report & Accounts 2012 > BUSINESS REVIEW 15 Styles&Wood Group plc
KEY FACTS
Project name:  
Bosworth Academy, S&W Big Challenge 
Client name:  
Bosworth Academy 
Service:  
Refurbishment 
Type of building:  
School library
Start date:  
October 2012 
Completion date:  
November 2012 
Duration:  
5 weeks
PROJECT OVERVIEW
Each year Styles&Wood opens applications 
for our ‘Big Challenge’, an annual 
community-based project run to offer 
support to a nominated project or cause.  
In 2012 the Big Challenge event focused on 
the education sector and invited schools 
and colleges across the country to apply to 
win their school a transformational project, 
worth up to £100,000, by demonstrating 
how the completed project would help to 
inspire young people. Out of over 200 
entries, Bosworth Academy in Leicestershire 
was selected as the winning entry and their 
submission was for the makeover of the 
existing library, which was in desperate  
need of refurbishment and reorganisation. 
SCOPE OF WORKS
The overall project brief was to create 
additional space, improved storage and 
display of books and a variety of study 
spaces for individual and group working,  
all whilst maintaining the original functions  
of the library. Scope of works included: 
• Demolition of existing partitions and strip-
out of services, ceilings and finishes 
• New partitions and re-configuration of  
the remaining spaces 
• Installation of new air conditioning units 
• Installation of new lighting 
• Solar film to high level 
• Adaptation and extension to the  
power and data 
• New glazed screens to individual study 
and group working spaces 
• Workstation benching, desks and chairs 
• New MF ceilings, decorations and  
floor finishes 
• New signage, manifestations and branding 
• New perimeter shelving, storage and media 
OUR APPROACH
In order to ensure the continued and 
unaffected operation of the buildings, we 
segregated work areas and transit routes, 
carrying out any potentially noisy works 
during evenings and weekends and ensured 
that all our deliveries were scheduled for 
quiet times. 
The library remained closed throughout the 
programme and we carried out the majority 
of the strip-out and new construction works 
in the first 10 days and during the Academy’s 
half term period. 
Bringing in the knowledge and expertise of 
our supply chain, and in consultation with  
the Academy, we were able to reduce any 
environmental impacts including: 
• Reducing the amount of solar gain by 
applying solar film to high-level glazing 
• Using high-efficiency air source heat 
pumps to provide heating and cooling  
into the library 
• Reusing furniture no longer required  
by the Academy 
• Diverting material removed from the  
site away from landfill 
• Using surplus new material from  
other projects 
We actively engaged with the Academy 
throughout the project and kept students 
and faculties informed through: 
• A web camera to record the daily  
progress of the site works 
• A website where pupils and  
stakeholders could get regular  
updates on project progress 
• Information boards, set up with the plans, 
contacts and details for the project 
• The Academy notice boards, regularly 
updated with the project progress 
“ The Bosworth Academy  
Big Challenge Project would 
not have been possible if 
it wasn’t for the help and 
support of our clients and 
supply chain partners.  
 
Special thanks go to The Royal Bank 
of Scotland Group, DH Fathers, JKB 
Shopﬁtting, Linear Projects, AMK, 
Air Cool Engineering, Nettcost, DL 
M&E Services, DL Building Services, 
Jewsons, Phoenix Fixings, HSS, Fusion, 
Building Careers UK, Carve Interiors, 
Cheshire Scaffolding, Madigan Gill, 
HC Ceilings, Lloyds Decorators, Mitten 
Asbestos, Belvoir, Senator, Merrill Brown, 
Fenhardy Ltd, Supply UK, Milliken, On 
Site Services, In Signs, Lee Brothers, 
Protec, Countryside Waste  
Management and Verco.”  
Tony Lenehan, CEO Styles&Wood 
“ For many years, we thought our school building was too difﬁcult and too expensive to 
refurbish such that it would have any effect, but this project has demonstrated that you  
do not have to do huge amounts of work for it to make a real difference, something that 
would not have happened without the skills and expertise of Styles&Wood.  
 
We couldn’t be more happy with our library, the additional space, the variety of study 
spaces, everything; the overall ambience of the area is so much better, it’s become  
hugely popular. Styles&Wood’s overall approach was great – special thanks go to  
Paul Woodhouse and the way he worked with us to manage the project.”  
Chris Parkinson, Principal, Bosworth Academy
We have received positive feedback from the pupils too, who have told us they like: 
“Thought Port – clean, silent, chairs are brilliant and it helps me to focus” 
“The good amount of space and the peace within” “Comfy chairs and it’s quiet!” 
“The seating areas and the heating” “Peaceful and tranquil environment”
“Being able to work in quiet in the Thought Port” “How professional it looks” 
“I like all of it”
Recent Projects
BOSWORTH ACADEMY 
+ OBSERVATIONS
2012 Summary
2012 was an encouraging year in terms 
of both profit and earnings per share. 
The Group successfully delivered a 20% 
increase in operating profit and a fivefold 
rise in EPS. Importantly, these results 
were accompanied by an increase in 
gross margin to 8.7%, a positive 
endorsement of the Group’s strategy  
for profitable growth. 
A selective approach to new business 
opportunities has helped establish 
successful relationships and reference 
projects in our new strategic sectors. 
Consolidation of our position as a top 
performer on frameworks in the banking 
sector supports sustainable revenue 
streams, where we have provisionally 
been allocated £50m of work for 2013. 
Our organisational structure, operating 
platform and management systems have 
been developed to better support 
enhanced business performance and 
create a more efficient overhead base. 
Whilst revenue is slightly below the prior 
year, we successfully secured and 
delivered £35m of project work for new 
customers during 2012 and built a carry 
through project workload of another 
£15m for 2013. 
Challenges and  
Opportunities for 2013 
There is substantive opportunity to pursue 
growth in our selected strategic sectors. 
More importantly, the opportunity also 
exists to leverage our integrated approach 
to the provision of property support 
services to provide a point of difference 
within our peer group. It is important to 
ensure that we continue to perform not 
only to the best of our abilities, but also 
perform competitively against our peers  
in order to provide a sound basis for 
tender success and framework allocation. 
We will give consideration to further 
diversification within 2013, including 
developing our renewable energy offer. 
This will continue to alleviate some of 
the volatility associated with the retail 
sector and negative shifts in the 
overarching economy. 
New Reporting Segments
The strategy to expand into new sectors 
where our skills sets are relevant has 
also promoted a shift in the nature of our 
workload. Over 70% of our revenue in 
2012 was associated with repeat order 
customers, down from over 80% in 
2011. In excess of 57% of 2012 revenue 
was allocated through longer-term 
framework arrangements (2011: 64%). 
Our reporting segments reflect this 
changing business landscape with a 
clear focus on, for the main part, the 
provision of property support services. 
This includes professional, refit, refurbish 
and remodel together, with an associated 
element of contracting services. 
New customer 
projects
£35m
16 Styles&Wood Group plc
Chief Executive Ofﬁcer’s Review
+ “ I can report a 
20% increase in 
operating profit 
and a fivefold 
rise in EPS...” 
Tony Leneham 
Chief Executive Ofﬁcer
Key Sectors for Growth
The market dynamics created by 
recession, constrained capital investment 
and little or no economic growth, 
establishes a prerequisite for property 
owners and occupiers to reconsider  
their options and requirements. 
The associated changes to property 
estates and buildings, coupled with  
other influences such as a necessity for 
business performance improvement, a 
challenging cost base, carbon emissions 
and energy related constraints drive 
change programmes on a broad front.  
As a consequence, a significant challenge 
is created for property support services 
providers to achieve more with less and  
to assist in the redefinition of property 
infrastructure fit for a new purpose. 
Growth opportunity has been identified  
in each of our strategic sectors and 
associated segments within which we 
have successfully established reference  
points which will reinforce our ambitions 
for sustainable profitable growth.
Outlook
The order book position for 2013 was in 
excess of 10% ahead of prior year at 
week 15. Stronger revenue in the first 
quarter of 2013 relative to 2012 builds 
confidence for the future notwithstanding 
challenging market conditions which 
have put pressure on margins and have 
reduced recent order intake. The Group’s 
successful diversification strategy has 
provided a more resilient platform with 
21% of revenue in 2012 coming  
from new strategic sectors. Growth 
opportunity is now clearly defined in  
all of our primary areas of focus:
Public & Community – lack of new 
capital spend and revenue constraints 
drives rationalisation and refurbishment 
of existing estates including requirement  
for green energy solutions 
Retail & Leisure – niche brands 
outperforming and food retailers 
investing in refresh and refit of existing 
premises and expanding interests in 
smaller formats 
Commercial – lack of new space 
programmed to be released to market 
drives investment in existing buildings 
and refurbishment opportunities in 
particular in London
Banking & Finance – committed capital 
investment programmes for property 
portfolios, in the short to medium term, 
defined by all three of the major high 
street banks with which we have 
strategic relationships.
Our ability to deliver a full service  
line offer to a number of customers,  
in particular Barclays and Lloyds  
Banking Group, underscores the 
relevance of our business model  
and an ability to differentiate ourselves. 
We are now in a position where we  
have a strategically relevant portfolio  
of business opportunity across a  
number of sectors and segments  
which provides a solid foundation  
for sustainable profitable growth.
Annual Report & Accounts 2012 > BUSINESS REVIEW Styles&Wood Group plc 17
+ 18 Styles&Wood Group plc
Group Finance Director’s Review 
FINANCIAL PERFORMANCE
Revenue for the year ended 
31 December 2012 reduced by 3.0% to 
£97.9m (2011: £101.0m). The results 
reflect the initial positive impact of the 
Group’s strategy to diversify into new 
sectors in what remain challenging 
trading conditions. Banking, Commercial 
and the Public Sector accounted for 
75% of the Group’s revenues in the year 
ended 31 December 2012 (2011: 58%) 
with the balance coming from the Retail 
sector where our historic credentials lie.
However, the combination of a changing 
work mix with continued investment in 
improving process and maintaining 
control over costs enabled the Group  
to deliver an increase in gross margin  
to 8.7% (2011: 8.2%).
Underlying
1
 administrative expenses  
were stable at £6.1m (2011: £6.1m)  
and included investment in a new  
larger London office and IT systems. 
This control of overhead expenditure,  
in conjunction with improved gross 
margin, enabled the business to 
increase underlying
1
 operating profit 
by £0.3m to £2.5m (2011: £2.2m) 
despite reduced revenues.
Our international joint venture in Dubai 
delivered a profit to the Group of £0.03m 
(2011: £0.09m) being our share of the 
joint venture’s profits.
Underlying profit before tax
1
 increased 
11% to £2.0m (2011: £1.8m).  
Non-recurring expenditure on 
restructuring of £0.2m (2011: £0.3m)  
and accounting for notional interest  
on preference shares of £1.0m (2011: 
£1.0m) reduced the result to a profit 
before taxation of £0.8m, up £0.3m  
on (2011: £0.5m).
FINANCING COSTS
Net financing costs for the year were 
£1.5m (2011: £1.5m) and included  
£1.0m (2011: £1.0m) of notional  
interest on preference shares.
Net interest and fees on bank borrowings 
reduced to £0.1m (2011: £0.2m) following 
the early repayment of the bank term loan 
in August 2011. Finance costs include an 
accrual for the first payment of interest on 
the preference shares of £0.15m (2011: 
£Nil), being the 3% cash coupon on 
outstanding preference shares which 
became payable from 1 September 2012.
ACCOUNTING FOR PREFERENCE 
SHARE CAPITAL
The 15,000,000 convertible redeemable 
preference shares of £1 each carry a cash 
coupon of 3% from 1 September 2012, 
are redeemable in tranches from 
December 2013 through to December 
2019 or convertible into ordinary shares at 
a price of 93.75p at any time between 
August 2012 and July 2019. 
As the preference shares have a 
conversion option, the Group has to 
account for them in accordance with 
IAS39 with the result that a proportion of 
the preference share capital is classed as 
debt with the remainder treated as equity. 
At 31 December 2012 £1,000,000 (2011: 
£nil) of the preference share capital was 
classified as a current liability, being 
repayable on 31 December 2013 and 
£9,377,000 (2011: £9,369,000) of the 
preference share capital was classified as 
non-current liabilities with the balance of 
£4,623,000 (2011: £5,631,000) shown  
as shareholders’ equity.
In addition, IAS32 requires that notional 
interest payable on the debt component 
is calculated based on a notional interest 
rate, which is significantly higher than the 
actual coupon rate, on the preference 
shares. The notional interest is charged 
through the Income Statement. The 
notional interest charge on the preference 
shares in 2012 was £1,008,000 (2011: 
£1,031,000), with the cash dividend 
payable on the preference shares being 
£150,000 (2011: £nil). An amount 
corresponding to the notional interest 
charge, to the extent it exceeds the cash 
coupon, is credited to reserves, ensuring 
that the distributable reserves and net 
assets of the Group are unaffected by  
the accounting treatment. 
TAXATION
The tax charge for the year amounted to 
£0.5m (2011: £0.4m). This results in an 
effective tax charge on the profit before 
tax of 63.0% (2011: 82.5%). The largest 
factor affecting the effective tax rate 
compared to the UK corporation tax rate 
of 24.5% (2010: 26.5%) is the preference 
share interest charge of £1.1m (2011: 
1 Before non-recurring expenditure on restructuring.
+ “ The results 
for 2012 are 
a creditable 
performance 
in challenging 
economic 
conditions.” 
Philip Lanigan 
Group Finance Director
Gross margin 
improved to
+8.7
%
Annual Report & Accounts 2012 > BUSINESS REVIEW Styles&Wood Group plc 19
£1.0m) which being part notional charge 
and part preference share coupon does 
not qualify for tax relief. Other factors 
impacting the effective rate are non-
deductible expenses and the tax treatment 
of profits generated by the joint venture.
DIVIDEND
No dividends on ordinary shares have 
been proposed in respect of the year 
ended 31 December 2012 (2011: £nil) 
and it is not currently envisaged that a 
dividend will be proposed on ordinary 
shares in the new financial year.
EARNINGS PER SHARE
Earnings per share were 0.5p (2011: 
0.1p). Underlying
1
 earnings per share 
were 2.4p (2011: 2.1p).
NET CASH AND CASH FLOW
The Group closed the year with net 
cash at 31 December 2012 of £3.6m 
(2011: £6.7m) with the net cash having 
increased by £0.4m (2011: £4.7m) in  
the second half of the financial year. 
The business used net cash of  
£3.3m in operations (2011: £0.1m) as 
investment increased in the Group’s 
framework arrangements, particularly  
in the Banking sector, where the cash 
flow profile sees the bulk of payments 
from our customers at the conclusion  
of projects. Combined with increased 
funding to our supply chain, who 
continue to struggle to secure credit 
insurance in our market, this drew  
on the Group’s cash reserves. 
The Group’s continued improvement in 
profitability saw it pay tax of £0.65m 
(2011: £0.15m). £0.5m (2011: £0.4m) 
was used to invest in fixed assets and  
IT software with the major areas of 
expenditure being new larger office 
accommodation in London and a new 
HR and payroll system. We advanced 
£0.3m of cash to our joint venture in 
Dubai (2011: £0.3m was repaid) as 
ongoing working capital funding.
The final £1.1m of cash collateral which 
had been advanced to a surety providing 
performance bonds to the Group was 
returned during 2012 (2011: £0.3m).  
All performance bonds are now placed 
under the Group’s banking facility. The 
facility, with The Royal Bank of Scotland, 
was due to expire on 30 June 2013 and 
was reviewed with the bank following the 
2012 year end. A new facility of £4.0m 
reducing to £3.5m by 30 June 2014 has 
now been agreed and will be in place 
until 30 June 2014.
INTERNATIONAL
The Group’s joint venture operation in the 
United Arab Emirates was established in 
May 2009. The business now has 
credentials providing interior fit out 
services to a range of markets including 
commercial premises, leisure and 
hospitality and education. The share of 
profits included within the consolidated 
results is £0.03m (2011: £0.09m). 
+ 20 Styles&Wood Group plc
A New Approach to Corporate Responsibility
We have embedded corporate 
responsibility into our corporate decision 
making process, using our positive 
influence to help build a better society, 
creating economic value, in key areas 
where we can have the most impact 
including energy use and logistics,  
health and safety, resources, locations, 
procurement and employee benefits. Our 
sustainable business model has allowed 
us to source materials and products that 
better satisfy our clients’ needs and we 
continue to deliver a level of service that 
exceeds expectations. This dual 
approach increases customer 
satisfaction across our product and 
service offering, resulting in an increase 
in the number of negotiated work 
opportunities with more than 57% of  
our turnover derived from Frameworks. 
Approximately 60% of all project spends 
are kept within local postcode areas; this 
not only helps support local suppliers, 
but also helps us to limit transportation 
costs and reduce the amount of carbon 
emissions caused as a result. 
Through critical analysis of our value 
chain, we have learnt that short term 
cost reductions are far outweighed by 
long term improvements which result  
in increased productivity, efficiency  
and quality. 
Over the past 12 months, we have 
actively engaged a number of suppliers 
through a commodity procurement 
exercise. By introducing an approved list 
of suppliers, we have been able to build 
dedicated supply chains. Utilising a 
rigorous approval process, ensures our 
suppliers deliver the outstanding levels of 
quality and service that we require and 
all partners work to an agreed and 
transparent schedule of rates. 
MARKETPLACE
At Styles&Wood, we understand that  
as a responsible organisation, we must 
challenge convention and make a 
difference, not solely within our business 
but for all stakeholder groups as our 
success will be affected by (and affect) 
the success of those around it. 
By building local clusters of material 
suppliers, subcontractors and using local 
services such as cafes, petrol stations 
and other miscellaneous suppliers, we 
have a direct impact on the success of 
that local community, creating jobs and 
supporting small companies and 
approximately 90% of our supply  
chain partners are SMEs.
Sharing our knowledge and expertise, 
we are driving positive, lasting change 
through procurement and operational 
delivery and are fully integrating our local 
partners into delivery of our strategic 
goals. By utilising this joined up 
approach, our corporate responsibility 
model is far more sustainable than any of 
our past efforts and it has also become 
easier to plan and manage. For example, 
due to the commodity procurement 
exercise we know that 100% of the 
joinery supply chain we engage with,  
will only procure timber from sustainable 
sources. This condition formed part of 
the approval process and ongoing forms 
part of the reporting process, ensuring 
approved list status is retained. 
Styles&Wood CEO 
Tony Lenehan sits 
on the Marketplace 
Leadership Team  
for Business in  
the Community, 
providing strategic 
guidance and 
support, to help 
grow business 
action and 
collaboration  
around the UK  
and overseas. 
At Styles&Wood we have always been driven by the need to make things 
better and our approach to corporate responsibility goes way beyond  
looking at practices that focus on improvements linked to our operations  
and ﬁnancial position.  Annual Report & Accounts 2012 > BUSINESS REVIEW Styles&Wood Group plc 21
WORKPLACE
First and foremost, Styles&Wood is  
an employer of people and we have  
a commitment to those 300 people  
to keep them employed, by operating  
in an ethical manner, supporting 
sustainable economic development.
We are committed to upholding the  
law in all its various forms and we  
wholeheartedly believe in doing what  
is right and fair. Subscribing to voluntary 
standards, such as IiP, 9001, 14001 
and 18001 and ensuring compliance 
through rigorous monitoring we have 
been able to create safe and happy 
working environments for our people.
Providing our people with an exciting 
and stimulating work environment, we 
encourage our colleagues to take 
control of their future. Our graduate 
scheme has been designed to provide a 
challenging and stimulating experience, 
helping them make the transition from 
graduate to competent professional.
We work alongside our people to build 
structured development plans and each 
colleague at Styles&Wood receives an 
average of 3 training days a year. We 
recognise the value gained from 
understanding what is important to our 
colleagues and taking steps to support 
their needs and as a result have seen 
increased productivity, boosted levels  
of morale and motivation and increased 
staff retention. 
In 2012 
Styles&Wood has 
diverted 94.98% of 
material site waste 
from landfill – an 
increase of 2.84% 
since 2010 
Styles&Wood 
recruited four 
apprentices  
in 2012 
DAN’S STORY...
“I did OK at school, I got GCSEs in 
Electronics and IT, but I couldn’t wait  
to leave. I’d been working in 
manufacturing for 3 months when  
I applied for the Styles&Wood 
apprenticeship. When I got the call 
from Styles&Wood offering me the job  
I was really pleased and couldn’t wait 
to start work. 
I’m on site four days a week and I go 
to Salford College one day a week, 
studying for a BTEC in Construction  
and the Built Environment. My  
work placement is split into 3 month 
rotations, for my first I was with the 
Estimating Team and I am currently  
on my second rotation on site on 
Exchange Station in Liverpool and  
I am really enjoying it. 
I work alongside the Project Manager, 
helping him keep the site running. Day 
to day jobs include opening the site for 
the trades, making sure that H&S 
standards are being upheld, carrying 
out noise assessment and coordinating 
the requirements for BREEAM. 
The things that I do on site are backed 
by the course as well; when you’re on 
the tools it’s just turn up get the job 
done and get off, but the course is 
showing us how much more there is  
to construction than just operations  
on site. 
I’m so grateful to Styles&Wood for  
the opportunity that they’ve given me 
and I’m hoping that at the end of my  
2 years apprenticeship, there will be  
the opportunity for me to progress onto 
a HNC and progress through the ranks 
at Styles&Wood.”
Daniel Lomas,  
Apprentice Project Manager
Daniel Lomas, 20 from Liverpool,  
was recruited in August 2012.  22 Styles&Wood Group plc
A New Approach to Corporate Responsibility continued
COMMUNITY
Working alongside local communities,  
we can make sure that we are working 
for them, protecting their environment, 
supporting their local economy, providing 
employment and training and building a 
legacy for their future generations. 
Through our SWiTC (Styles and Wood in 
the Community) Team, we are committed 
to raising aspirations for young people 
and are working alongside our chosen 
charity, The Prince’s Trust, to maximise 
opportunities to make a difference. Every 
colleague at Styles&Wood is given two 
days paid leave for volunteering and our 
SWiTC Team are working with The 
Prince’s Trust to find volunteering 
opportunities for those colleagues  
who need help finding activities. 
Through our strategic partnership with 
Business in the Community, we are 
working alongside Parrs Wood High 
School, Didsbury, providing meaningful 
learning experiences for up to 500 young 
people in Years 10, 11 and 12. Through 
our four structured programmes, we  
are providing mentoring and work 
placements, learning projects and site 
visits, for the Parrs Wood pupils, 
encouraging them to achieve more  
and aspire for greater things. 
By adopting a community-based 
development approach, we can  
leverage our resources to help tackle  
the issues that are affecting them. The 
Styles&Wood Big Challenge is an annual 
event, created in order to support a 
nominated project or cause with a value 
of around £100,000, that will help make 
a difference in a local community. 
As well as providing support for a local 
community, it also gives our colleagues, 
suppliers and subcontractors the 
opportunity to get involved by donating 
their time, materials or other resources  
to the project. 
This approach is enabling Styles&Wood 
and all of its partners to create economic 
value through creating value in the 
communities we work in. 
Styles&Wood 
partners with 
Parrs Wood High 
School as part of 
the Business in 
the Community 
Business Class 
Programme
+
+ 11
3
 separate  
deliveries 
reduced  
to just
Cost and carbon saving of 
                     per project 
£1,700
Annual Report & Accounts 2012 > BUSINESS REVIEW Styles&Wood Group plc 23
ENVIRONMENT 
Complying with the law and ethical 
standards to reduce the harmful impact  
of our operations is the absolute minimum 
for us here at Styles&Wood and we have 
always looked at ways in which we can 
operate in a more environmentally 
responsible way, encouraging and 
supporting clients and our supply partners 
to reduce their environmental impacts. 
Environmental good practice is 
intrinsically linked to business efficiency; 
how effectively we source the materials 
we need and the energy we consume 
through storage, logistics, installation 
and operations all has a direct impact  
on our bottom line, therefore it pays to 
be green. 
We have always tried to be one step 
ahead in terms of environmental 
efficiency, continually looking for new 
materials or processes that allow us to 
strip out waste and maximise life cycle 
efficiency for our clients. 
Our Sustainability Team is working with 
our clients, encouraging them to demand 
best value products and services that do 
not comprise the future. They are also 
working alongside our supply chain in 
order to fully integrate them into our  
own environmental policies. 
On our Royal Bank of Scotland 
Framework, delivering in excess of 500 
projects per year, we have introduced a 
Central Hub Service for those projects 
that require regular or phased deliveries 
or removal of waste. 
Material deliveries are centralised 
through the hub and waste is removed 
via crates using the delivery vehicles. 
This simple yet effective model has 
resulted in sizeable cost and carbon 
savings, for example:
+
+
100%
Carpet, ceiling tile  
and plasterboard  
waste recycled  24 Styles&Wood Group plc
JIM MARTIN
Non Executive Chairman 
Jim Martin joined the Styles&Wood 
Board in October 2006 and was 
appointed as Non Executive 
Chairman in January 2009. Jim’s 
experience includes 18 years as 
Chief Executive of N Brown Group 
plc where he was subsequently 
appointed Non Executive Deputy 
Chairman. Jim has held a number  
of Non Executive roles within public 
and private companies over the last 
ten years and was Chairman of The 
Christie NHS Foundation Trust until 
31 May 2011. He is currently Non 
Executive Chairman of AJ Bell 
Holdings Limited. Jim is a  
Chartered Certified Accountant.
TONY LENEHAN
Chief Executive Officer 
Tony Lenehan was appointed to the 
Styles&Wood Board as Chief 
Executive Officer on 1 January 2011. 
Tony joined Styles&Wood from Bovis 
Lend Lease where he held executive 
responsibility for the company’s 
construction business interests in  
the north of England and nationally 
for property related services in the 
defence sector. Previously he was 
with Carillion as Managing Director 
for the national building division  
and latterly the integrated property 
solutions business. Tony is a 
Chartered Engineer by profession.
PHILIP LANIGAN
Group Finance Director
Company Secretary
Philip Lanigan joined the Styles&Wood 
Board in August 2009 as Group 
Finance Director and Company 
Secretary. He is a Chartered 
Accountant and has extensive 
commercial experience working  
for support services and project 
management businesses based in  
the UK and with overseas interests. 
Board of Directors Annual Report & Accounts 2012 > OUR RESPONSIBILITIES Styles&Wood Group plc 25
ROBERT HOUGH
Senior Independent  
Non Executive Director
Chairman of the  
Remuneration Committee 
Chairman of the  
Nomination Committee
Robert Hough joined the 
Styles&Wood Board in October 2006. 
Robert was for 15 years a partner in  
a major Manchester firm of solicitors 
before joining Peel Holdings plc in 
1989 as Executive Deputy Chairman, 
a position he held until 2002. He is 
now a Non Executive Director of Peel 
Holdings (Management) Limited and 
other private companies and was 
formerly Chairman of the Cheshire 
Building Society and a Non Executive 
Director of Provident Financial PLC 
and Alfred McAlpine plc. He was  
also Chairman of the Northwest 
Regional Development Agency and  
is now Chair of the Liverpool City 
Region Local Enterprise Partnership 
and Deputy Chair of the Board  
of Governors of the University 
of Manchester.
PAUL MITCHELL
Non Executive Director
Chairman of the Audit Committee
Paul Mitchell joined the 
Styles&Wood Board in October 
2006. He is senior partner of  
Rickitt Mitchell & Partners Limited,  
a corporate finance advisory  
firm based in Manchester where  
he has worked since 1981. Paul 
is also Non Executive Chairman  
of NCC Group plc and is a 
Chartered Accountant. 26 Styles&Wood Group plc
Directors’ Report
The Directors present their report and the consolidated audited 
Financial Statements for the year ended 31 December 2012.
PRINCIPAL ACTIVITIES
The principal activities of the Group continue to be those of a 
leading provider of property services to banking, retail, leisure, 
commercial and public organisations. The Group coordinates  
all key aspects of the property development process offering  
an integrated suite of both professional and contracting 
services through four divisions:
• Contracting Services:
 – Projects: fulfilling the role of Principal Contractor for 
projects with values ranging between £100,000 to £10m.
• Professional Services:
 – Frameworks: delivering major roll-out programmes for 
framework customers.
 – Design: providing design and development services; and
 – iSite: providing technology based property  
information solutions.
The Group has a joint venture in the United Arab Emirates, 
Dutco Styles&Wood LLC, which offers contracting services  
to the local market.
The principal activity of the Company is to act as a Holding 
Company for the Group.
REVIEW OF BUSINESS AND FUTURE DEVELOPMENTS
A detailed review of the development and performance of the 
Group during the year, including relevant Key Performance 
Indicators, the Group’s position at year end and an indication  
of future developments is given within the Business Review on 
pages 4 to 23. Information on Health and Safety and Corporate 
and Social Responsibility is given in the Corporate Responsibility 
Report on pages 20 to 23.
RESULTS AND DIVIDENDS
The audited Financial Statements for the year ended 
31 December 2012 are set out on pages 37 to 72.
Consolidated revenue and profit before taxation are stated  
at £97,937,000 (2011: £101,011,000) and £806,000 
(2011: £479,000) respectively.
The Directors do not recommend payment of a final ordinary 
dividend (2011: nil). No interim dividend was paid on ordinary 
shares during the year (2011: nil). The cash coupon on the 
preference shares became payable from 1 September 2012, 
with £150,000 payable for the period 1 September 2012 to 
31 December 2012.
FINANCIAL RISK MANAGEMENT
Information on the Group’s financial risk management policies 
and financial instruments can be found in note 3 to the 
Financial Statements. 
Details of the Company’s share capital, including the voting 
rights of each type of share, are set out in note 21 to the 
Financial Statements.
SIGNIFICANT AGREEMENTS
The Group’s banking facility agreement with The Royal Bank of 
Scotland plc contains a clause in relation to change of control, 
whereby, unless agreed in writing, the facility agreement will be 
cancelled upon a change of control.
There are no other significant agreements with a change of 
control clause.
DIRECTORS 
The Directors who served throughout the year and at the date 
of this report were: 
A S Lenehan P N Lanigan R E Hough  
J Martin  P Mitchell
Brief biographical details relating to each of the current 
Directors can be found on pages 24 to 25. 
Further information relating to the Directors, including their 
interests in the ordinary shares of the Company and details of 
their service contracts are given in the Directors’ remuneration 
report on pages 33 to 36. Information on related party 
transactions are given in note 28 to the Financial Statements.
The Company maintains appropriate insurance cover in respect 
of legal action taken against its Directors.
SUBSTANTIAL SHAREHOLDINGS
At 31 December 2012 and 16 April 2013, the Company  
has been notified of the following interests of 3% or more  
in its ordinary shares:
Name
At 31 December 2012 At 16 April 2013
Number of 
shares held
% of  
issued 
shares
Number of 
shares held
% of 
issued 
shares
Mr Paul Anthony Bell 21,785,333 35.24 21,785,333 35.24
West Register  
(Investments) Limited 10,644,935 17.22 10,644,935 17.22
Barclays  
Stockbrokers Limited 4,885,034 7.90 4,798,428 7.76
Lynchwood  
Nominees Limited 3,895,477 6.30 3,895,477 6.30
TD Direct Investing  
Nominees (Europe) Limited 2,640,317 4.27 2,656,318 4.30
HSBC Global Custody 
Nominee (UK) Limited 2,608,153 4.22 2,608,153 4.22
There has been no change in these substantial shareholdings 
between 31 December 2012 and 24 April 2013. Annual Report & Accounts 2012 > OUR RESPONSIBILITIES Styles&Wood Group plc 27
EMPLOYEES
An Investor in People organisation, Styles&Wood recognises the 
importance of good communication with employees. The Group 
holds an Annual Conference to update all colleagues on matters 
such as strategy, financial and operational performance, and other 
key developments. The Group regularly communicates up to date 
information and measurement of performance to employees 
through informal meetings, newsletters, notice boards and consults 
with employees through an Employee Focus Group. Each colleague 
has an annual personal development review with development 
objectives being set that complement the Group’s objectives.
Styles&Wood encourages employee participation in the  
Group’s performance through employee share schemes. 
Further details on these schemes can be found in note 22 
to the Financial Statements.
The Group supports the employment of disabled persons 
wherever possible through recruitment and by the retention and 
retraining of those who become disabled during their employment. 
Employees with a disability are provided with training, career and 
promotion opportunities in line with their colleagues.
POLICY AND PRACTICE ON PAYMENT OF CREDITORS
The Group’s policy is to set terms of payment with suppliers 
when agreeing the terms of each transaction, ensure that 
suppliers are made aware of the terms of payment and abide 
by the terms of payment.
At 31 December 2012 the Group had 107 days’ purchases 
outstanding in respect of payments to suppliers (2011: 93 
days). The Company had nil days’ purchases outstanding 
in respect of payments to suppliers (2011: nil).
DONATIONS
During the year, the Group made charitable donations of 
£20,780 (2011: £9,862) through the Styles&Wood in the 
Community programme (SWITC) and its Business in the 
Community (BITC) membership. The Group also encourages 
employees to participate in volunteering activities during 
working hours. Further details of the Group’s donations and 
involvement in the Community can be found in the Corporate 
and Social Responsibility review on pages 20 to 23. No  
political donations were made in either year. 
SHARE CAPITAL
Details of the Company’s share capital, including the voting rights  
of each share type, are set out in note 21 to the Financial 
Statements. The rights attaching to shares are provided by the 
articles of association, which may be amended or replaced by 
means of a special resolution of the Company at a general meeting. 
The Directors of the Company have the authority to issue ordinary 
shares to the value of 33% of the Company’s current issued 
ordinary share capital. Authority also allows for shares with a value 
of up to 5% of the nominal value of issued ordinary share capital 
to be issued without being offered to existing shareholders. These 
authorities expire at the next annual general meeting.
ANNUAL GENERAL MEETING
The annual general meeting will take place on 27 June 2013 at 
Aspect House, Manchester Road, Altrincham, WA14 5PG. Details 
of the resolutions to be proposed, will be set out in the separate 
Notice of the Annual General Meeting which will be available on 
the Company’s website www.stylesandwood.co.uk.
DISCLOSURE OF INFORMATION TO AUDITORS
Each of the persons who is a Director of the Company at the 
date of this report confirms that:
• So far as each of the Directors is aware, there is no relevant 
audit information (that is, information needed by the 
Company’s auditors in connection with preparing their 
report) of which the Company’s auditors are unaware; and
• Each of the Directors have taken all the steps that he ought 
to have taken as a Director in order to make himself aware 
of any relevant audit information and to establish that the 
Company’s auditors are aware of that information.
INDEPENDENT AUDITORS
The Auditors, PricewaterhouseCoopers LLP , have indicated 
their willingness to continue in office, and a resolution that  
they be re-appointed will be proposed at the annual  
general meeting.
CORPORATE GOVERNANCE
The Company’s statement on corporate governance, which 
confirms the Directors consideration that the Company is a 
going concern, can be found in the corporate governance 
report on pages 29 to 32 of these Financial Statements. The 
corporate governance report forms part of this Directors’ report 
and is incorporated into it by cross-reference.
By order of the Board
Philip N Lanigan 
Company Secretary 
Styles&Wood Group plc 
Registered number 5622016
25 April 2013 28 Styles&Wood Group plc
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report, 
the Directors’ Remuneration Report and the Financial 
Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Financial 
Statements for each financial year. Under that law the Directors 
have prepared the Group and Parent Company Financial 
Statements in accordance with International Financial Reporting 
Standards (IFRSs) as adopted by the European Union. Under 
company law the Directors must not approve the Financial 
Statements unless they are satisfied that they give a true and 
fair view of the state of affairs of the Group and the Company 
and of the profit or loss of the Company and Group for that 
period. In preparing these Financial Statements, the Directors 
are required to:
• select suitable accounting policies and then apply 
them consistently;
• make judgements and accounting estimates that 
are reasonable and prudent;
• state whether applicable IFRSs as adopted by the 
European Union have been followed, subject to any 
material departures disclosed and explained in the 
Financial Statements;
• prepare the Financial Statements on the going concern 
basis unless it is inappropriate to presume that the  
Company will continue in business.
The Directors are responsible for keeping adequate accounting 
records that are sufficient to show and explain the Company’s 
transactions and disclose with reasonable accuracy at any time 
the financial position of the Company and the Group and 
enable them to ensure that the Financial Statements and the 
Directors’ Remuneration Report comply with the Companies 
Act 2006 and, as regards the Group Financial Statements, 
Article 4 of the IAS Regulation. They are also responsible for 
safeguarding the assets of the Company and the Group and 
hence for taking reasonable steps for the prevention and 
detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity 
of the Company’s website. Legislation in the United Kingdom 
governing the preparation and dissemination of Financial 
Statements may differ from legislation in other jurisdictions. 
Each of the Directors, whose names and functions are listed in 
the Directors’ report on page 26 confirm that, to the best of 
their knowledge:
• the Group Financial Statements, which have been prepared 
in accordance with IFRSs as adopted by the EU, give a true 
and fair view of the assets, liabilities, financial position and 
profit of the Group; and
• the business review on pages 4 to 23 of the Annual Report 
together with the Directors’ report on pages 26 to 27 
includes a fair review of the development and performance 
of the business and the position of the Group, together with 
a description of the principal risks and uncertainties that  
it faces. Annual Report & Accounts 2012 > OUR RESPONSIBILITIES Styles&Wood Group plc 29
COMPLIANCE
Styles&Wood is committed to maintaining high standards  
of Corporate Governance and following the principles of 
corporate governance contained in the UK Corporate 
Governance Code (“the Code”) for which the Directors  
are accountable to the shareholders.
Throughout the year ended 31 December 2012, the Group has 
complied with substantially all the provisions of the Code. The 
following report identifies how the Company has applied the main 
principles of the Code throughout the year and explains areas of 
non-compliance in relation to Board and Committee composition.
THE BOARD
Composition
During 2012 the Board of Styles&Wood has comprised  
the Non Executive Chairman Jim Martin, two Non Executive 
Directors, Robert Hough and Paul Mitchell and two Executive 
Directors, Tony Lenehan and Philip Lanigan. 
Brief biographical details of all the members of the Board  
are set out on pages 24 and 25. 
The Code recommends that for smaller companies, there 
should be at least two independent Non Executive Directors 
(excluding the Chairman). The Board considers Robert Hough 
to be independent within the meaning of the Code. The Board 
considers Paul Mitchell not to be independent within the 
meaning of the Code, but that his role as Managing Director  
of Rickitt Mitchell & Partners Limited, who have acted as 
corporate finance advisers to the Group, does not affect his 
judgement as a Non Executive Director of the Company. 
The roles of Chairman and Chief Executive are separate and 
clearly defined. The Chairman is responsible for leadership of 
the Board and creating the conditions for overall Board and 
individual Director effectiveness, both inside and outside the 
boardroom. The Chief Executive is responsible for running the 
Group’s business.
The Company Secretary is responsible to the Board for 
ensuring that all Board procedures are followed and for 
advising the Board on corporate governance procedures.
Responsibilities and process
The Board is responsible to shareholders for the overall strategy 
and direction of the Group. The Board meets on a regular basis 
with a minimum of nine meetings formally scheduled for each 
year, with additional meetings held when the business requires. 
During the year ended 31 December 2012, the Board met on 
11 occasions.
The Directors have adopted a formal schedule of matters 
reserved for the Board, setting out issues that must be referred 
to the Board for consideration and decision. Examples of such 
matters are strategy and long term objectives, extension of the 
Group’s activities into new business or geographical areas, 
acquisitions and disposals, major capital projects, changes to 
share capital, convening shareholder meetings and dividend 
policy. Matters relating to the day to day running of the 
business are delegated to the executive leadership team of  
the Group’s trading subsidiary, Styles&Wood Limited.
In advance of each Board meeting the Chairman, with the 
assistance of the Company Secretary, ensures that all Directors 
receive papers which include an agenda, reports from the Chief 
Executive, Group Finance Director and Chairs of Committees 
together with comprehensive supporting information for other 
agenda items. The minutes of all Board meetings are approved 
by the Chairman and a record of decisions taken, questions 
raised and a schedule of unresolved matters is kept.
The Board has in place a formal process for authorisation  
of Directors’ conflicts of interest.
During the year ended 31 December 2012 the Non Executive 
Directors, including the Chairman, met separately as a group 
on four occasions.
Performance evaluation
Shortly after the end of the 2012 financial year the Board, led 
by the Chairman, performed a formal evaluation of its own 
performance and that of its committees. The review was 
conducted by way of each Board member completing a 
questionnaire and the results being reviewed by the Board  
as a whole.
The review concluded that the Board and its committees had 
performed well during the year. The review identified a number of 
areas for focus in 2013 which included ensuring the Board are up 
to date with changes in law, regulation and market information and 
ensuring that succession plans are regularly reviewed.
Following this review, the Board completed a formal 
evaluation of the performance of individual Directors, with 
each Director identifying areas for development in the 
forthcoming financial period.
Advice
The Directors are able to take independent professional advice 
at the expense of the Company where they judge it necessary 
to discharge their responsibilities as Directors. They also have 
access to the advice and services of the Company Secretary 
and, where it is considered appropriate, training is made 
available to Directors. The Company maintains appropriate 
insurance cover in respect of legal action against its Directors.
Corporate Governance statement 30 Styles&Wood Group plc
Corporate Governance statement continued
Re-election
In accordance with the Code, all Directors submit themselves 
for re-election at least once every three years and are subject 
to re-election at the first Annual General Meeting after 
appointment. Jim Martin, Robert Hough, Paul Mitchell and 
Philip Lanigan are all due for re-election at the 2013 Annual 
General Meeting having last been elected at the 2010 meeting.
BOARD COMMITTEES
Audit Committee
The Audit Committee comprises the two Non Executive Directors 
Paul Mitchell and Robert Hough and the Chairman Jim Martin. It 
is chaired by Paul Mitchell, a Chartered Accountant who has 
recent and relevant financial experience. Robert Hough is an 
independent Director and Jim Martin was considered 
independent on his appointment as Chairman of the Company.  
Paul Mitchell is not considered an independent Director.
The Audit Committee met twice during the year ended 31 
December 2012. The external auditors, the Group Finance 
Director and the Chief Executive have been invited to attend all 
or part of all meetings. The external auditors have unrestricted 
access to the committee and its Chairman and during the year 
ended 31 December 2012 the committee met twice with the 
auditors without any Executive Director being present. 
The Audit Committee is responsible for ensuring that the Board 
applies the Company’s financial reporting and internal control 
principles. The committee also ensures that the Board 
maintains an appropriate relationship with the external auditors.
The committee reviews the interim results statement and 
annual report and Financial Statements before they are 
presented to the Board, focusing in particular on accounting 
policies and compliance, areas of management judgement and 
the effectiveness of internal control procedures. The committee 
also reviews the preliminary announcement and any other 
announcements made by the Company in relation to its 
financial results. 
The committee makes recommendations to the Board on the 
appointment of external auditors and is responsible for 
reviewing the terms of appointment, the independence, the 
scope of the work performed, the level of fees charged and the 
effectiveness of the external audit. The committee receives 
reports directly from the external auditors, which cover matters 
such as areas of management judgement within the Financial 
Statements, compliance with accounting policies and 
accounting standards and the quality of internal controls.
PricewaterhouseCoopers LLP were appointed as auditors to 
the Group during 2006 and the current audit partner was first 
appointed in respect of the financial year ended 31 December 
2008 and will now rotate off following the conclusion of the 
31 December 2012 audit, after five years, in line with ethical 
standards. During 2012, the committee has considered its 
independence and objectivity, which included review of the 
auditors’ annual statement detailing their independence  
policies and safeguards. The committee also reviews the  
nature of any non-audit work to be undertaken by 
PricewaterhouseCoopers LLP and monitors the proposed  
fees to ensure that auditor independence is not impaired.  
Non-audit fees for the year of £6,000 related primarily to 
taxation compliance and advice services.
In accordance with the requirements of the Code, the 
committee has monitored and reviewed the need for a separate 
internal audit function within the Group. The Company does not 
have a separate internal audit function, but ad hoc assignments 
in relation to internal controls have been undertaken by 
members of the compliance and finance teams. The Group 
continues to invest in its compliance department and in its 
systems to further strengthen the operational processes in the 
business. The Group operates a Quality Assurance system 
throughout the business which is subject to external 
accreditation and audit.
Given the scale and size of the Company the committee is 
satisfied that no separate internal audit function is required at 
the current time, but will continue to review this position on  
an annual basis.
The Company has a whistle blowing policy under which  
staff may, in confidence, raise concerns about possible 
improprieties. The policy is introduced to employees as part 
of their induction and is published on the Group’s intranet site, 
which is accessible by all employees. The policy was last 
reviewed by the Audit Committee in 2010.
The written terms of reference of the Audit Committee are 
available on request from the Company Secretary and from  
the Company website www.stylesandwood.co.uk.
Remuneration Committee
The Remuneration Committee is chaired by Robert Hough  
and its other member is Jim Martin. Robert Hough is an 
independent Director and Jim Martin was considered 
independent on his appointment as Chairman of the Company.  
Paul Mitchell is not considered an independent Director.
The Remuneration Committee met four times during the year 
ended 31 December 2012. Paul Mitchell and the Executive 
Directors were invited to attend all or part of all meetings  
as considered appropriate to discuss the remuneration of 
Directors and others and make proposals as necessary.   Annual Report & Accounts 2012 > OUR RESPONSIBILITIES Styles&Wood Group plc 31
No Executive Director takes part in discussions relating to 
his own remuneration and benefits. 
The report of the Remuneration Committee can be found  
on pages 33 to 36. The written terms of reference of the 
Remuneration Committee are available on request from the 
Company Secretary and from the Company website  
www.stylesandwood.co.uk.
Nomination Committee
The Nomination Committee is chaired by Robert Hough.  
Its other members are Jim Martin and Paul Mitchell. 
The Nomination Committee did not meet during the year ended 
31 December 2012. The Nomination Committee has written 
terms of reference and has responsibility for considering the 
size, structure and composition of the Board, Board committee 
membership, succession planning, retirements and the 
appointment of additional and replacement Directors. The 
committee makes appropriate recommendations to the Board.
In considering an appointment, the Nomination Committee 
evaluates the balance of skills, knowledge and experience of 
the Board and determines the skills and capabilities required  
for a particular role. External search agencies are used where 
appropriate. Shortlisted candidates are invited to interview  
with members of the committee and, if recommended by the 
committee, are invited to meet other Board members before 
any decision is taken relating to an appointment.
The written terms of reference of the Nomination Committee 
are available on request from the Company Secretary and from 
the Company website www.stylesandwood.co.uk.
The letters of appointment of the Non Executive Directors and 
the Executive Directors’ service agreements will be available for 
inspection 15 minutes prior to and during the Annual General 
Meeting on 27 June 2013.
Board and committee attendance
The following table sets out the number of meetings held 
during the year ended 31 December 2012 together with the 
attendance of each Director: 
Board
Audit
Committee
Remuneration
Committee
Nomination
Committee
Total no of 
meetings 11 2 4 –
J Martin 11 2 4 –
A S Lenehan 11 2
(1)
4
(1)
–
P N Lanigan 11 2
(1)
4
(1)
–
R E Hough 11 2 4 –
P Mitchell 11 2 4
(1)
–
(1) in attendance by invitation of the respective committee
Internal control and risk management
The Board has ultimate responsibility for maintaining a sound 
system of internal control and for reviewing its effectiveness. 
Throughout the Group there is an ongoing system of internal 
budgeting, forecasting and systems which include the reporting 
of financial and non-financial metrics together with control 
processes and procedures designed to manage business risks, 
although it is recognised by the Board that any system can only 
manage rather than eliminate the risk of failure to achieve 
business objectives and can only provide reasonable and not 
absolute assurance against material misstatement or loss.  
This process accords with the Turnbull Guidance. The internal 
control environment is summarised in an internal control 
memorandum which is reviewed by the Audit Committee.
The Company has in place a Business Risk Management 
assessment which is updated and reviewed in full by the 
Board twice during each financial year. The assessment 
identifies and evaluates key risks in the areas of marketplace, 
people, delivery and procurement, health, safety  
& environmental, financial and regulatory.
Each risk is given a risk rating based on impact and likelihood  
and the risks are then ranked, both before and after taking into 
consideration current controls within the business that mitigate 
each risk. The risks are then managed in the form of a risk register.
The key features of the internal control procedures in place are:
• monthly reporting: monthly financial and non-financial results 
are analysed by business division and are reported to the plc 
Board via the executive leadership team of Styles&Wood 
Limited, the Company’s main trading subsidiary. The Board 
receives comprehensive management accounts covering actual 
month, year to date and forecast year end results compared 
with the annual budget and prior year results for the same 
period, together with formal reports covering other key 
business matters including operational and commercial 
performance, health, safety and quality and human resources.
• key controls: key financial and non-financial controls and 
indicators used by management to manage the business 
risks include:
 – the setting and review of an annual budget
 – quarterly forecasting
 – daily, weekly and monthly monitoring of actual cash 
balances together with forecasts and related measures 
such as aged debtor, retentions and project cash flows  
to ensure the provision of adequate working capital. 32 Styles&Wood Group plc
 – weekly monitoring of the secured order book, including 
revenue gap analysis for identifying and tracking any 
potential shortfall in workload allocation. 
 – monthly monitoring of project revenue, cost and margin 
through the cost value reconciliation process ensuring 
early notification of potential problems
 – monthly monitoring of key performance indicators relevant 
to the Group’s strategy
 – preparation of consolidated financial information that is 
reviewed by management and reconciled to the Group’s 
underlying financial systems
• delegation and authority levels: reporting instructions  
and procedures, including the delegation of authority and 
authorisation levels, segregation of duties and other control 
procedures and standardised accounting policies.
• employment contracts: an Investor in People Group,  
all grades of staff have standard terms and conditions of 
employment and are managed using formalised policies 
complemented by annual performance development reviews 
linked to the strategy of the business.
• Group policies: the adoption of Group policies on a range 
of control related matters including clear policies on ethics 
and whistle blowing which are available to all employees 
through the Group’s intranet.
• financial reporting system: processes underpinning the 
financial reporting systems are managed and monitored 
through regular monthly reporting.
In the year ended 31 December 2012 there were no such 
failures or losses and the Board was satisfied that the control 
environment, which was in place throughout the financial year and 
to the date of signing the Financial Statements, was effective.
Joint venture arrangements with other businesses are outside 
the Group’s own formal control environment. However the 
Groups exposure to them is assessed by the Board through 
representation on the Board of the joint venture.
GOING CONCERN
The Directors regularly receive and review management 
accounts, cash balance information, forecasts and the annual 
plan. After careful consideration the Directors confirm that they 
are satisfied that the Group and the Company have adequate 
resources to continue in operation for the foreseeable future. 
For this reason the Directors continue to operate the going 
concern basis in preparing the accounts.
SHARE CAPITAL
Information of the Company’s share capital can be found in  
the Directors’ report. Details of substantial shareholdings can 
be found on page 26.
DIALOGUE WITH SHAREHOLDERS
The Group encourages two way communication with both its 
institutional and private shareholders and responds promptly  
to any queries received either verbally or in writing.
During 2012, the Executive Directors have held meetings with 
significant shareholders, fund managers and analysts to 
discuss the performance of the Group and its future strategy.
The senior independent Director is available to shareholders if 
they have concerns, where contact through the Chairman, 
Chief Executive and Group Finance Director fail to resolve or 
where such contact is inappropriate. No such concerns were 
brought to the attention of the senior independent Director in 
the year ended 31 December 2012.
The Group publishes its annual report and financial statements 
on its web site where information on the Group’s activities, 
including shareholder information and regulatory 
announcements, can also be found. 
The Company’s Annual General Meeting will take place at the 
Head Office, Aspect House on 27 June 2013. At the meeting 
all shareholders will have the opportunity to meet and put 
questions to the Board of Directors, including the chairmen of 
the various Board committees. Separate resolutions will be 
proposed for each substantially different issue to enable each 
one to receive proper consideration. Proxy votes will be 
disclosed after each has been dealt with as a poll. Notice of the 
annual general meeting and related papers will be sent to 
shareholders at least 21 days in advance of the meeting. The 
results of the annual general meeting are published on the 
Company’s website.
Approved by the Board and signed on its behalf
Philip N Lanigan 
Director and Company Secretary 
Styles&Wood Group plc
25 April 2013
Corporate Governance statement continued Annual Report & Accounts 2012 > OUR RESPONSIBILITIES Styles&Wood Group plc 33
Directors’ Remuneration Report
INTRODUCTION
This report, which has been approved by the Board, has been 
prepared in compliance with the Listing Rules and with the 
Companies Act 2006 (the “Act”). The Company has also 
followed the requirements of the UK Corporate Governance 
Code. An ordinary resolution to approve this report will be put 
to shareholders at the annual general meeting to be held on 
27 June 2013. It sets out the Company’s policy on the 
remuneration of the Directors for the current and forthcoming 
financial years. 
The Act requires the auditors to report to the Company’s 
members on certain parts of the Directors’ remuneration report 
and to state whether in their opinion those parts of the report 
have been properly prepared in accordance with the Act. The 
report has, therefore, been divided into separate sections for 
unaudited and audited information.
UNAUDITED INFORMATION
Remuneration Committee
The Remuneration Committee is chaired by Robert Hough, 
independent Non Executive Director and its other member is 
Jim Martin, Non Executive Chairman (who was considered 
independent on his appointment as a Director and as Chairman).
The Remuneration Committee has agreed terms of reference 
detailing its authority and responsibilities and its purpose is:
• To ensure that the Executive Directors of the Company  
and other senior management are fairly rewarded for  
their individual contributions to the overall performance  
of the Company;
• To determine all elements of the remuneration of the 
Executive Directors and other senior management; 
• To oversee and review the operation of the Company’s  
share incentive arrangements; and
• To demonstrate to the Company’s shareholders that the 
remuneration of the Executive Directors and other senior 
management is set by a Board committee whose members 
have no personal interest in the outcome of the committee’s 
decision and who will have appropriate regard to the 
interests of the shareholders.
The terms of reference of the committee are available  
on the Company’s website and on request from the  
Company Secretary.
Advisers to the Remuneration Committee
Throughout 2012, New Bridge Street (“NBS”) was the retained 
adviser to the Remuneration Committee and provided the 
Company with assistance in making the performance share 
plan awards to the Executive Directors and senior management 
team, which are linked to the Group’s share price performance. 
During the year, the Remuneration Committee also consulted 
the Chief Executive and the Company Secretary together with 
Paul Mitchell, Non Executive Director, but not in relation to 
their own remuneration.
Policy on Executive Directors’ remuneration
The Company’s policy on remuneration of Executive Directors  
is to attract, retain and motivate the best possible people, 
recognising that they are key to the ongoing success of the 
business and to reward them fairly for their contribution whilst 
remaining within the range of benefits offered by similar 
companies in the sector and of a similar size and complexity  
to Styles&Wood Group plc.
Consistent with this policy, benefit packages awarded to 
Styles&Wood Group plc Executive Directors are intended to  
be competitive and comprise a mix of performance related and 
non-performance related remuneration designed to incentivise 
Directors and align their interests with those of shareholders, 
but not to detract from the goals of corporate governance.
Base salary
The base salary of individual Executive Directors is determined 
by the Remuneration Committee as appropriate and prior to 
the review date of 1 April each year. In line with market 
conditions and taking account of the policy across the Group, 
no changes were made to the salaries of the Executive 
Directors on review on 1 April 2012 or 1 April 2011.
Car allowance and other benefits in kind
The Executive Directors receive a car allowance of 15% of  
basic salary. The car allowance can be exchanged in full or  
in part for a Company car as a benefit in kind. Other benefits  
in kind principally include private petrol costs and private 
medical insurance. 34 Styles&Wood Group plc
Annual bonus plan 
The Executive Directors, Tony Lenehan and Philip Lanigan, 
participated in the Company’s annual bonus plan for 2012, 
which was approved by the Remuneration Committee with 
performance criteria linked to an underlying profit before tax 
(PBT) target range for the year ended 31 December 2012 
which represented significant improvement over 2011 and was 
also linked to a number of operational targets. The achievement 
of the target would have triggered payment of a cash bonus on 
a sliding scale up to 60% of base salary for Tony Lenehan and 
40% of base salary for Philip Lanigan.
The Remuneration Committee has determined that, for the 
purpose of the bonus plan, underlying PBT for 2012 was 
£2.0m, which was below the bonus target set and as such 
neither of the Executive Directors was entitled to a cash bonus 
under this scheme.
For the 2013 financial year, each of the Executive Directors will 
again participate in an annual bonus plan with performance 
criteria linked to an underlying profit before tax target for that 
year. The bonus is also linked to improvements in a number of 
operational measures. The profit before tax target represents 
significant growth over 2012 results and no bonus is payable if 
the target is not achieved. The maximum bonus payable would 
represent 60% of base salary at 31 December 2013 for Tony 
Lenehan and 40% of base salary for Philip Lanigan.
Share schemes 
The Styles&Wood Group plc 2006 Performance Share Plan 
(“the 2006 Plan”) was approved by a Board resolution on  
13 October 2006 and allows the award of both “nil cost”  
(or nominal cost) share options and contingent share awards. 
All awards that remain outstanding were granted as nil  
cost options. 
Tony Lenehan was granted share options in 2011 (the “2011 
Awards”) and 2012 (the “2012 Awards”). Philip Lanigan was 
granted share options in 2012 (the “2012 Awards” and in 2009 
(the “2009 Awards”). The 2009 Awards, over 309,119 shares, 
lapsed during 2012.
2012 Awards
The vesting of share options under the 2012 awards will be 
determined by the Group’s average share price during the one 
month period expiring on 9 October 2015, the third anniversary 
of the grant of the 2012 awards, as follows:
Average share price Vesting percentage
Less than 20p 0%
Equal to 20p 25%
Equal to or greater than 35p 100%
Between 20p and 35p Pro rata on a straight line basis
Options in respect of 1,274,264 shares, representing 2.06% of 
the issued ordinary share capital of the Company, were granted 
in total under the 2012 Awards and options in respect of 
1,255,693 shares, representing 2.03% of the issued ordinary 
share capital remained in issue at 31 December 2012. The 
average share price target aligns Director remuneration with 
shareholder returns.
2011 Awards
The vesting of share options under the 2011 awards will be 
determined by the Group’s average share price during the one 
month period expiring on 20 May 2014, the third anniversary of 
the grant of the 2011 awards, as follows:
Average share price Vesting percentage
Less than 25p 0%
Equal to 25p 25%
Equal to or greater than 50p 100%
Between 25p and 50p Pro rata on a straight line basis
Options in respect of 400,000 shares, representing 0.65% of 
the issued ordinary share capital of the Company, were granted 
in total to Tony Lenehan under the 2011 Awards and remained 
in issue at 31 December 2012. The average share price target 
aligns Director remuneration with shareholder returns.
Further detail on all Awards may be found in note 22 to the 
Financial Statements.
Directors’ Remuneration Report continued Annual Report & Accounts 2012 > OUR RESPONSIBILITIES Styles&Wood Group plc 35
Pension arrangements
The Group makes contributions of 20% of base salary to 
the Executive Directors’ individual personal pension plans.
Service agreements
The Executive Directors have signed contracts with no fixed 
expiry date, which incorporate a rolling notice period. These 
contracts are with the Group’s trading subsidiary  
Styles&Wood Limited and cover the Executive Director’s 
position as a Director of both Styles&Wood Limited and 
Styles&Wood Group plc. The contracts may be terminated  
on such notice by either Styles&Wood Limited or by the 
Director or in certain circumstances by Styles&Wood Limited 
without compensation. 
The details of the Executive Directors’ service agreements are:
   Date of agreement Rolling notice period
Tony Lenehan 30 November 2010 6 months
Philip Lanigan 12 August 2009 6 months
Non Executive Directors
The Non Executive Directors Robert Hough, Jim Martin and  
Paul Mitchell have each entered into a Non Executive letter 
of appointment with the Company. The agreement may be 
terminated by either the Company or the Director with six months’ 
notice or by the Company forthwith, without compensation,  
in certain circumstances or in a situation where the Non Executive 
Director is not re-elected as a Director at any general meeting.
The dates of the Non Executives’ letters of appointment are:
Jim Martin 2 October 2006
Robert Hough 18 October 2006
Paul Mitchell 2 October 2006
The remuneration of the Non Executive Directors is determined 
by the Board.
The base fee for Jim Martin, Non Executive Chairman, was 
£70,000 per annum in 2012 (2011: £70,000). The base fee for 
the other Non Executive Directors throughout 2012 was 
£37,500 per annum (2011: £37,500). In recognition of market 
conditions each of the Non Executive Directors agreed to take 
a 10% reduction in their base fee for the period 1 April 2012 to 
31 December 2012. All Non Executive fees are non-
pensionable and do not qualify for any performance related 
element. Paul Mitchell’s fee is payable to Rickitt Mitchell & 
Partners Limited. 
The Non Executive Directors do not receive any other benefits 
nor do they participate in the Company’s annual bonus plan or 
share schemes.
Performance graph
The graph below shows the total shareholder return (TSR)  
on the Company’s shares over a five year period to 
31 December 2012. The performance is compared with the 
TSR performance of the FTSE All Share Support Services Index 
and the FTSE Fledgling Index. The Remuneration Committee 
considers that this index is a suitable comparator to assess  
the performance of the Group as Styles&Wood Group plc is  
a member of these indices. 
 
 
 
 
 
 
 
 
 
 
 
Interests in shares
The interests of the Directors who were in office at 
31 December 2012 in shares of the Company were: 
1 January  
2012
31 December 
2012
Jim Martin 283,509 374,259
Tony Lenehan – 200,000
Philip Lanigan 50,000 50,000
Robert Hough 44,599 119,599
Paul Mitchell 71,323 255,573 
In addition Tony Lenehan and Philip Lanigan have interests  
in share options awarded under the Performance Share Plan  
as detailed on page 36.
All Directors’ interests are beneficially held. There has  
been no change in the interests set out above between 
31 December 2012 and 24 April 2013. 
The Directors have no interests in the shares of any Group 
members other than Styles&Wood Group plc.
0 
20 
40 
60 
80 
100 
120 
140 
160 
31-Dec-07 31-Dec-08 31-Dec-09 31-Dec-10 31-Dec-11 31-Dec-12 
Value (£) 
Styles&Wood Group plc FTSE All Share Support Services FTSE Fledgling 
This graph shows the value, by 31 December 2012, of £100 invested in Styles&Wood Group plc on 
31 December 2007 compared with £100 invested in the FTSE All Share Support Services. Index and the 
FTSE Fledgling Index on the same date.  The other points plotted are the values at intervening ﬁnancial year-ends.
Source: Datastream (Thomson Reuters)   36 Styles&Wood Group plc
AUDITED INFORMATION
Directors detailed emoluments 
The emoluments of Directors who served during the year (excluding pension contributions) were as follows:
 
£’000
Salary & 
fees
Car
Allowance
Benefits
in kind
Annual cash
bonus
2012
Total
 2011
Total
EXECUTIVE  
Tony Lenehan 185 19 14 – 218 222
Philip Lanigan 155 23 4 – 182 181
Non Executive
Jim Martin
1
65––– 65 70
Robert Hough
1
35––– 35 38
Paul Mitchell
1
35––– 35 38
TOTAL 475 42 18 – 535 549
1 Each of the Non Executive Directors agreed a 10% reduction in their fees for the period 1 April 2012 to 31 December 2012.
No Director waived emoluments in respect of the years ended 31 December 2012 and 2011. 
 
Date of  
grant
No of share 
options 
granted
Exercise  
price
Date from 
which 
exercisable
Tony Lenehan
20 May 
2011400,000 nil
20 May 
2014
9 October 
2012 211,428 nil
9 October 
2015
Philip Lanigan
9 October 
2012 177,142 nil
9 October 
2015
Notes
Subject to the attainment of the related performance target, the share options 
detailed above will be exercisable for 10 years from the date of grant.
The market price of a share on 20 May 2011 was 15.6p and on 
9 October 2012 was 7.75p. The market price on 31 December 2012 was  
8.88p and the highest and lowest price s in the year ended 31 December 2012 
were 13.25p and 5.50p respectively.
No options were exercised in the year ended 31 December 2012 (2011: nil).
Approved by the Board and signed on its behalf
Robert E Hough  
Chairman of the Remuneration Committee
25 April 2013
Pensions 
Each Executive Director receives a contribution of 20% of their 
basic salary which is paid directly into the individual Executive 
Director’s own personal pension plan. The payment to each 
Director’s own personal pension plan was as follows:
£’000
 Percentage
entitlement
2012
entitlement
2011 
entitlement
Executive Directors:  
Tony Lenehan 20% 37 37
Philip Lanigan 20% 31 31
The 2006 Performance Share Plan
The following share option awards have been made to 
Executive Directors under the 2006 Plan.
Directors’ Remuneration Report continued Annual Report & Accounts 2012 > FINANCIAL STATEMENTS Styles&Wood Group plc 37
Independent Auditors’ Report to the members of  
Styles&Wood Group plc
We have audited the Financial Statements of Styles&Wood 
Group plc for the year ended 31 December 2012 which 
comprise the Consolidated Income Statement, the 
Consolidated and Company Statement of Changes in  
Equity, the Consolidated and Company Balance Sheets, the 
Consolidated and Company Cash Flow Statements and the 
related notes. The financial reporting framework that has been 
applied in their preparation is applicable law and International 
Financial Reporting Standards (IFRSs) as adopted by the 
European Union and, as regards the Parent Company Financial 
Statements, as applied in accordance with the provisions of  
the Companies Act 2006.
Respective responsibilities of Directors and auditors 
As explained more fully in the Directors’ Responsibilities 
Statement set out on page 28, the Directors are responsible  
for the preparation of the Financial Statements and for being 
satisfied that they give a true and fair view. Our responsibility is 
to audit and express an opinion on the Financial Statements in 
accordance with applicable law and International Standards on 
Auditing (UK and Ireland). Those standards require us to 
comply with the Auditing Practices Board’s Ethical Standards 
for Auditors. 
This report, including the opinions, has been prepared for and 
only for the Company’s members as a body in accordance 
with Chapter 3 of Part 16 of the Companies Act 2006 and for 
no other purpose. We do not, in giving these opinions, accept 
or assume responsibility for any other purpose or to any other 
person to whom this report is shown or into whose hands it 
may come save where expressly agreed by our prior consent 
in writing.
Scope of the audit of the Financial Statements 
An audit involves obtaining evidence about the amounts and 
disclosures in the Financial Statements sufficient to give 
reasonable assurance that the Financial Statements are free 
from material misstatement, whether caused by fraud or error. 
This includes an assessment of: whether the accounting 
policies are appropriate to the Group’s and the Parent 
Company’s circumstances and have been consistently applied 
and adequately disclosed; the reasonableness of significant 
accounting estimates made by the Directors; and the overall 
presentation of the Financial Statements. In addition, we read 
all the financial and non-financial information in the Annual 
Report and Accounts to identify material inconsistencies with 
the audited Financial Statements. If we become aware of any 
apparent material misstatements or inconsistencies we 
consider the implications for our report.
Opinion on Financial Statements
In our opinion: 
• the Financial Statements give a true and fair view of the 
state of the Group’s and of the Parent Company’s affairs as 
at 31 December 2012 and of the Group’s profit and Group’s 
and Parent Company’s cash flows for the year then ended;
• the Group Financial Statements have been properly prepared 
in accordance with IFRSs as adopted by the European Union; 
• the Parent Company Financial Statements have been 
properly prepared in accordance with IFRSs as adopted by 
the European Union and as applied in accordance with the 
provisions of the Companies Act 2006; and
• the Financial Statements have been prepared in 
accordance with the requirements of the Companies Act 
2006 and, as regards the Group Financial Statements, 
Article 4 of the lAS Regulation. 
Opinion on other matters prescribed by the 
Companies Act 2006 
In our opinion: 
• the part of the Directors’ Remuneration Report to be audited 
has been properly prepared in accordance with the 
Companies Act 2006
• the information given in the Directors’ Report for the financial 
year for which the Financial Statements are prepared is 
consistent with the Financial Statements and
• the information given in the Corporate Governance 
Statement set out on pages 29 to 32 with respect to internal 
control and risk management systems and about share 
capital structures is consistent with the Financial Statements 38 Styles&Wood Group plc
Matters on which we are required to  
report by exception 
We have nothing to report in respect of the following: 
Under the Companies Act 2006 we are required to report to 
you if, in our opinion: 
• adequate accounting records have not been kept by the 
Parent Company, or returns adequate for our audit have not 
been received from branches not visited by us; or 
• the Parent Company Financial Statements and the part of 
the Directors’ Remuneration Report to be audited are not in 
agreement with the accounting records and returns; or 
• certain disclosures of Directors’ remuneration specified by 
law are not made; or 
• we have not received all the information and explanations 
we require for our audit
Under the Listing Rules we are required to review: 
• the Directors’ statement, set out on page 32, in relation to 
going concern;
• the parts of the Corporate Governance Statement relating to 
the Company’s compliance with the nine provisions of the UK 
Corporate Governance Code specified for our review; and
• certain elements of the report to shareholders by the Board 
on Directors’ remuneration
Ian Marsden  
(Senior Statutory Auditor) 
for and on behalf of PricewaterhouseCoopers LLP 
Chartered Accountants and Statutory Auditors 
Manchester
25 April 2013
Independent Auditors’ Report continued Annual Report & Accounts 2012 > FINANCIAL STATEMENTS Styles&Wood Group plc 39
Consolidated Income Statement
For the year ended 31 December 2012
2012 2011
Notes
Underlying
£’000
Non- 
recurring 
items and 
preference 
share 
accounting
(Note 6)
£’000
Total
£’000
Underlying
£’000
Non- 
recurring 
items and 
preference 
share 
accounting
(Note 6)
£’000
Total
£’000
REVENUE 4 97,937 – 97,937 101,011 – 101,011
Cost of sales (89,379) – (89,379) (92,687) – (92,687)
GROSS PROFIT 8,558 – 8,558 8,324 – 8,324
Administrative expenses 6 (6,073) (211) (6,284) (6,126) (310) (6,436)
OPERATING PROFIT 4,5,6 2,485 (211) 2,274 2,198 (310) 1,888
Finance costs 7 (498) (1,008) (1,506) (495) (1,031) (1,526)
Finance income 7 8– 8 31 – 31
Share of results of joint venture 30 30 – 30 86 – 86
PROFIT BEFORE TAXATION 2,025 (1,219) 806 1,820 (1,341) 479
Taxation 8
(562) 54 (508)
(477) 82 (395)
PROFIT FOR THE YEAR ATTRIBUTABLE 
TO EQUITY SHAREHOLDERS 1,463 (1,165) 298 1,343 (1,259) 84
BASIC AND DILUTED EARNINGS  
PER SHARE 
expressed in pence per share 9 2.4p (1.9)p 0.5p 2.1p (2.0)p 0.1p
There is no difference between the profit for the year and the total comprehensive income for the period. Accordingly no separate 
statement of comprehensive income has been presented. All activities are derived from continuing operations.
The Company has elected to take the exemption under section 408 of the Companies Act 2006 to not present the Parent 
Company income statement or statement of comprehensive income. The loss of the Parent Company for the year ended  
31 December 2012 was £1,741,000 including a notional charge for effective interest on preference shares of £1,008,000  
(2011: loss of £1,731,000 including notional charge on preference shares of £1,031,000).
The notes on pages 46 to 72 are an integral part of these Financial Statements. 40 Styles&Wood Group plc
Consolidated Statement of Changes in Equity
As at 31 December 2012
Notes
Ordinary 
share capital
£’000
Preference 
share capital
£’000
Share 
premium
£’000
Reverse 
acquisition 
reserve
£’000
Retained 
earnings
£’000
Total
£’000
AT 1 JANUARY 2011 20,456 6,662 16,300 (66,665) 16,709 (6,538)
Comprehensive income
Profit for the year – – – – 84 84
TOTAL COMPREHENSIVE INCOME – – – – 84 84
Transactions with owners
Share option scheme – value of share awards 22–––– 81 81
Share option scheme – tax on share awards 20–––– (79) (79)
Preference share notional interest 18 – (1,031) – – 1,031 –
TOTAL TRANSACTIONS WITH OWNERS – (1,031) – – 1,033 2
AT 31 DECEMBER 2011 20,456 5,631 16,300 (66,665) 17,826 (6,452)
Comprehensive income
Profit for the year – – – – 298 298
TOTAL COMPREHENSIVE INCOME – – – – 298 298
Transactions with owners
Share option scheme – value of share awards 22 – – – – 69 69
Share option scheme – tax on share awards 20 – – – – (5) (5)
Preference share notional interest 18 – (1,008) – – 1,008 –
TOTAL TRANSACTIONS WITH OWNERS – (1,008) – – 1,072 64
AT 31 DECEMBER 2012 20,456 4,623 16,300 (66,665) 19,196 (6,090)
The notes on pages 46 to 72 are an integral part of these Financial Statements. Annual Report & Accounts 2012 > FINANCIAL STATEMENTS Styles&Wood Group plc 41
Company Statement of Changes in Equity
As at 31 December 2012
COMPANY Notes
Ordinary 
share capital
£’000
Preference 
share capital
£’000
Share 
premium
£’000
Retained 
earnings
£’000
Total
£’000
AT 1 JANUARY 2011 20,456 6,662 16,300 (12,056) 31,362
Comprehensive income
Loss for the year – – – (1,731) (1,731)
TOTAL COMPREHENSIVE INCOME – – – (1,731) (1,731)
TRANSACTIONS WITH OWNERS
Share option credit 22 – – – 81 81
Preference share notional interest 18 – (1,031) – 1,031 –
TOTAL TRANSACTIONS WITH OWNERS – (1,031) – 1,112 81
AT 31 DECEMBER 2011 20,456 5,631 16,300 (12,675) 29,712
Comprehensive income
Loss for the year – – – (1,741) (1,741)
TOTAL COMPREHENSIVE INCOME – – – (1,741) (1,741)
Transactions with owners
Share option credit 22 – – – 69 69
Preference share notional interest 18 – (1,008) – 1,008 –
TOTAL TRANSACTIONS WITH OWNERS – (1,008) – 1,077 69
AT 31 DECEMBER 2012 20,456 4,623 16,300 (13,339) 28,040
The notes on pages 46 to 72 are an integral part of these Financial Statements. 42 Styles&Wood Group plc
Consolidated Balance Sheet
As at 31 December 2012
Notes
2012
£’000
2011
£’000
NON-CURRENT ASSETS
Intangible assets – software 11 423 279
Property, plant and equipment 12 383 330
Deferred tax asset 20 173 254
979 863
CURRENT ASSETS
Trade and other receivables 13 29,513 25,563
Amounts owed by joint venture 30 1,463 1,167
Cash and cash equivalents 14 3,641 6,656
Other financial assets: cash collateral 15 – 1,101
34,617 34,487
CURRENT LIABILITIES
Trade and other payables 16 (30,886) (31,792)
Financial liabilities: preference shares 18 (1,000) –
Current income tax liabilities (423) (641)
(32,309) (32,433)
NET CURRENT ASSETS 2,308 2,054
TOTAL ASSETS LESS CURRENT LIABILITIES 3,287 2,917
NON-CURRENT LIABILITIES
Financial liabilities: preference shares 18 (9,377) (9,369)
19 (9,377) (9,369)
NET LIABILITIES (6,090) (6,452)
SHAREHOLDERS’ EQUITY
Ordinary share capital 21 20,456 20,456
Preference share capital 18, 21 4,623 5,631
Share premium 16,300 16,300
Reverse acquisition reserve (66,665) (66,665)
Retained earnings 19,196 17,826
TOTAL SHAREHOLDERS’ DEFICIT (6,090) (6,452)
The notes on pages 46 to 72 are an integral part of these Financial Statements.
The Financial Statements on pages 39 to 72 were approved by the Board of Directors on 25 April 2013 and were signed on its 
behalf by
Anthony S Lenehan Philip N Lanigan 
Director Director Annual Report & Accounts 2012 > FINANCIAL STATEMENTS Styles&Wood Group plc 43
Company Balance Sheet
As at 31 December 2012
Notes
2012
£’000
2011
£’000
NON-CURRENT ASSETS
Investments in subsidiary companies 29 23,542 23,473
23,542 23,473
CURRENT ASSETS
Trade and other receivables 13 15,063 15,670
15,063 15,670
CURRENT LIABILITIES
Trade and other payables 16 (188) (62)
Financial liabilities: preference shares 18 (1,000) –
(1,188) (62)
NET CURRENT ASSETS 13,875 15,608
TOTAL ASSETS LESS CURRENT LIABILITIES 37,417 39,081
NON-CURRENT LIABILITIES
Financial liabilities: preference shares 18 (9,377) (9,369)
19 (9,377) (9,369)
NET ASSETS 28,040 29,712
SHAREHOLDERS’ EQUITY
Ordinary share capital 21 20,456 20,456
Preference share capital 18, 21 4,623 5,631
Share premium 16,300 16,300
Retained earnings (13,339) (12,675)
TOTAL SHAREHOLDERS’ FUNDS 28,040 29,712
The notes on pages 46 to 72 are an integral part of these Financial Statements.
The Financial Statements on pages 39 to 72 were approved by the Board of Directors on 25 April 2013 and were signed on its 
behalf by
Anthony S Lenehan Philip N Lanigan 
Director Director 44 Styles&Wood Group plc
Consolidated Cash Flow Statement
For the year ended 31 December 2012
Notes
2012
£’000
2011
£’000
CASH (USED IN)/GENERATED FROM OPERATIONS 23 (2,637) 46
Income taxes paid (650) (150)
NET CASH USED IN OPERATING ACTIVITIES (3,287) (104)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (238) (150)
Purchase of intangible assets – software (242) (268)
Amounts (advanced to)/repaid by joint ventures (266) 343
NET CASH USED IN INVESTING ACTIVITIES (746) (75)
CASH FLOWS FROM FINANCING ACTIVITIES
Interest received 8 31
Interest paid (50) (170)
Repayment of borrowings – (5,900)
Prepaid debt issue costs – (59)
Other bank fees and charges (41) (82)
Cash collateral deposits repaid 1,101 260
NET CASH GENERATED FROM/(USED IN) FINANCING ACTIVITIES 1,018 (5,920)
NET DECREASE IN CASH AND CASH EQUIVALENTS (3,015) (6,099)
Cash and cash equivalents at beginning of year 6,656 12,755
CASH AND CASH EQUIVALENTS AT END OF YEAR 14 3,641 6,656
The notes on pages 46 to 72 are an integral part of these Financial Statements. Annual Report & Accounts 2012 > FINANCIAL STATEMENTS Styles&Wood Group plc 45
Company Cash Flow Statement
For the year ended 31 December 2012
Notes
2012
£’000
2011
£’000
CASH (USED IN)/GENERATED FROM OPERATIONS 23 (46) 6,041
Income taxes received 134 170
NET CASH GENERATED FROM OPERATING ACTIVITIES 88 6,211
CASH FLOWS FROM FINANCING ACTIVITIES
Interest paid (47) (170)
Repayment of borrowings – (5,900)
Prepaid debt issue costs – (59)
Other bank fees and charges (41) (82)
NET CASH USED IN FINANCING ACTIVITIES (88) (6,211)
NET DECREASE IN CASH AND CASH EQUIVALENTS – –
Cash and cash equivalents at beginning of year – –
CASH AND CASH EQUIVALENTS AT END OF YEAR 14 – –
The notes on pages 46 to 72 are an integral part of these Financial Statements. 46 Styles&Wood Group plc
Notes to the Financial Statements
1. GENERAL INFORMATION
Styles&Wood Group plc (“the Company”) is a public limited company incorporated and domiciled in the United Kingdom and listed on 
the London Stock Exchange. Styles&Wood Group plc and its subsidiaries (together “the Group”) provide property services to banking, 
retail, leisure, commercial and public organisations within the UK. The Group has a joint venture in Dubai which was established in 2009, 
providing retail property services to the local market. The address of Styles&Wood Group plc’s registered office is Aspect House, 
Manchester Road, Altrincham, Cheshire, WA14 5PG. The operating companies of the Group are disclosed within notes 29 and 30.
These Company and consolidated Financial Statements (the “Financial Statements”) were authorised for issue by the Board of 
Directors on 25 April 2013.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of the Financial Statements are set out below. These policies have 
been consistently applied to all the years presented, unless otherwise stated.
(a) Basis of preparation
The Financial Statements of Styles&Wood Group plc have been prepared in accordance with EU endorsed International Financial 
Reporting Standards (“IFRS”), IFRIC interpretations and the Companies Act 2006 applicable to companies reporting under IFRS, 
on a going concern basis and under the historical cost convention.
Standards, interpretations and amendments effective in 2012
There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year beginning on or after 
1 January 2012 that have a material impact on the Group.
Standards, interpretations and amendments effective in future years
The following new standards, amendments and interpretations to existing international standards have been published but  
are not yet mandatory for the Group and have not been early adopted.
• Amendment to IAS1 “Financial Statement presentation”. This changes the presentation requirements items of “other 
comprehensive income”. It is not anticipated that this will have a material impact on the Group. 
• IFRS 9 “Financial instruments”. This replaces the parts of IAS39 that deal with the classification and measurement of financial 
instruments. The Group has yet to assess the full impact of this standard.
• IFRS 10 “Consolidated Financial Statements”. This amendment identifies the concept of control as the determining factor for the 
inclusion of an entity in consolidated Financial Statements. It is not anticipated that this will have a material impact on the 
Group.
• IFRS 11 “Joint Arrangements”. This standard removes the option to use proportionate consolidation. This will have no impact on 
the Group as the joint venture is accounted for using the equity method.
• IFRS 12 “Disclosures of interests in other entities”. This standard deals with interests in all forms of other entities, including joint 
arrangements, associates and special purpose vehicles. It is not anticipated that this will have a material impact on the Group.
• IFRS 13, ‘Fair value measurement’, aims to improve consistency and reduce complexity by providing a precise definition of fair 
value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The Group has yet to 
assess the full impact of this standard.
• IAS19 “Employee Benefits”. This will have no impact on the Group as it does not operate a defined benefit pension scheme.
(b) Basis of consolidation
The consolidated Financial Statements incorporate the Financial Statements of Styles&Wood Group plc and the entities controlled  
by Styles&Wood Group plc (its subsidiaries), together with a share of the results, assets and liabilities of its joint venture using  
the equity method of accounting, made up to the reporting date of 31 December each year. Control is achieved where 
Styles&Wood Group plc has the power to govern the financial and operating policies of an investee entity so as to obtain 
benefits from its activities. A joint venture is an entity established to engage in economic activity, which the Company jointly 
controls with its fellow venturer. Annual Report & Accounts 2012 > FINANCIAL STATEMENTS Styles&Wood Group plc 47
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
All intra–group transactions, balances, income and expenses are eliminated on consolidation of subsidiaries. Where necessary, 
adjustments are made to the Financial Statements of subsidiaries and joint ventures to bring the accounting policies into line with 
those used by the Group. 
On 19 October 2001, 20 May 2004 and 1 December 2005 the Group restructured and as part of these restructurings new  
holding companies (Styles&Wood Property Management Limited, Styles&Wood Investments Limited and Styles&Wood Group plc 
respectively) were inserted above the previous Holding Company Maraq Limited. Under IFRS 3 ‘Business Combinations’, the 
insertions of these new parent companies have been accounted for as reverse acquisitions, whereby Maraq Limited (being the 
legal Parent Company of the Group until 19 October 2001) acquired the subsequent legal parent companies. Arising from this 
treatment is the reverse acquisition reserve within shareholders’ equity.
The consolidated Financial Statements, therefore, represent the consolidated Financial Statements of Maraq Limited combined  
with the subsequent parent companies.
Investments in joint ventures are accounted for using the equity method of accounting and are initially recognised at cost. The 
Group’s investment in associates includes goodwill identified on acquisition, net of any accumulated impairment loss. Impairment 
reviews are undertaken when there is an indication of impairment. 
The Group’s share of its joint venture’s post–acquisition profits or losses is recognised in the income statement, and its share  
of post–acquisition movements in reserves is recognised in reserves. The cumulative post–acquisition movements are adjusted 
against the carrying amount of the investment. When the Group’s share of losses in an associate equals or exceeds its interest  
in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred 
obligations or made payments on behalf of the associate. As the joint venture started trading in the year ended 31 December 2009 
the Group has a constructive obligation to provide additional funding to the joint venture until it is further established and hence  
has recorded its share of losses in full.
Unrealised gains on transactions between the Group and its joint venture are eliminated to the extent of the Group’s interest in  
the joint venture. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset 
transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies 
adopted by the Group.
(c) Use of estimates
The preparation of Financial Statements in conformity with IFRS requires the use of estimates and assumptions that affect the 
reported amounts of assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and 
expenses during the reporting period. Although based on management’s best judgements, actual results may ultimately differ  
from estimates made.
The main estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of 
assets and liabilities within the next financial year are related to assessing the revenue and margin outcome of the various  
contracts in place. These estimates and assumptions are rigorously reviewed by the Board on an ongoing basis. The revenue 
recognition policy is discussed further below.
Judgement is also required in determining the provision for corporation tax. The Group recognises liabilities for corporation tax 
based on management’s assessment of the tax treatment of transactions and makes provision for tax enquiry issues based on 
estimates of whether additional taxes will be due. Where the final outcome of these matters is different from the amounts that  
were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which 
agreement is reached.
The Company regularly reviews the carrying value of its investment in subsidiaries and, if necessary makes an impairment charge 
if the carrying value of the investments is considered to be greater than their recoverable value based upon the anticipated profits 
and cash flows. Should assumptions regarding anticipated profits and cash flows change then the carrying value and amount of 
impairment may require adjustment. 48 Styles&Wood Group plc
Notes to the Financial Statements continued
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
In determining the fair value of the debt and equity components of convertible redeemable preference shares an assumption 
regarding the fair value of each component is made on issue. This assumption is not revisited subsequent to issue.
(d) Revenue recognition
Revenue represents amounts receivable in relation to the provision of property services, for services provided in the ordinary course  
of business, net of trade discounts, VAT and other sales related taxes and excluding transactions with or between wholly owned 
subsidiaries. Further detail on the Group’s business segments can be found below under segmental reporting.
The Group applies IAS11, ‘Construction Contracts’, to contracts which fall within its scope. Where the outcome of a contract can 
be measured reliably, contract revenue and costs are recognised by reference to the value of work done at the balance sheet date. 
Where the outcome of a contract cannot be reliably estimated, contract costs are recognised as an expense when incurred and 
revenue is only recognised to the extent of the contract costs incurred that it is probable will be recoverable. In both cases, any 
expected contract loss is recognised immediately.
Amounts recoverable on contracts, which are included in trade receivables, represent the costs incurred on those contracts plus 
recognised profits less the sum of recognised losses and progress billings. Where progress billings exceed costs incurred plus 
recognised profits (less recognised losses), the balance is included in trade and other payables as amounts due to customers.
Revenue generated from short term contracts and other arrangements that do not fall within the scope of IAS11 is recognised  
on provision of the relevant goods and services to customers, when the Group becomes entitled to consideration.
(e) Segmental reporting
Segmental reporting disclosures have been amended to fall in line with the Group’s new management reporting and results are 
now disclosed for the following operating segments. Comparative disclosures have been restated accordingly.
Contracting Services
• Projects: Styles&Wood fulfils the role of Principal Contractor for projects with typical project values ranging from less than 
£100,000 to over £10m. Projects range from minor refresh to comprehensive refurbishment, shell fit–out, acquisition conversion, 
or complex structural re–configuration and renewable solutions.
Professional Services
• Frameworks: Formal framework agreements with contractors and suppliers create the ideal forum for sharing best practice 
in planning, procurement and delivery. Styles&Wood delivers major roll–out programmes for its framework customers and has 
been actively providing collaborative services to many of these customers through systems developed and refined in over a 
decade of Partnering and formal Framework Agreements.
• Design: Design provides outsourced design and development services including architectural services, space planning, 
 retail initiative design and models & standards work.
• iSite: iSite provides clients with technology based property information solutions that store, manage and communicate  
critical data relating to their property portfolio and associated property activities. This data can include design models,  
supplier allocations as well as project specific data.
The Group’s trade is generated primarily in the United Kingdom and as such the Group has only one geographical segment.  
The Group has a joint venture in Dubai and its results are currently immaterial to those of the Group. Its business segments  
are therefore its reportable segments.
Segment revenues, results, assets and liabilities include amounts directly attributable to a segment and amounts that can  
be reasonably allocated to a segment. Amounts that cannot be allocated to segments are included as unallocated.  Annual Report & Accounts 2012 > FINANCIAL STATEMENTS Styles&Wood Group plc 49
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
(f) Property, plant and equipment
Property, plant and equipment is initially measured at cost. Cost comprises the purchase price (after deducting trade discounts 
and rebates) and any directly attributable costs. Property, plant and equipment is stated at cost less accumulated depreciation and 
any provision for impairment in value. Depreciation is provided on a straight line basis to write-down assets to their residual value 
evenly over the estimated useful lives of the assets from the date of acquisition by the Group. The main estimated useful lives are:
Years
Leasehold improvements 5–10
Computer equipment 3
Plant and machinery  5–10
(g) Software 
Software is initially recognised at cost. Cost comprises purchase price and any directly attributable costs. Software is stated at 
cost less accumulated amortisation. Amortisation is provided on a straight line basis over the estimated useful life of the related 
software (3–5 years).
(h) Taxation
Current tax, which comprises UK corporation tax is provided at amounts expected to be paid (or recovered) using the tax rates 
and laws that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on the difference between the carrying amounts of assets and 
liabilities in the balance sheet and the corresponding tax bases used in the computation of taxable profits, and is accounted for 
using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and 
deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which deductible 
temporary differences can be utilised.
Deferred tax is calculated at the tax rates that are expected to apply in the period in which the liability is settled or the asset is realised 
based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date, and is charged/credited to the 
income statement, except where it relates to items charged or credited to equity via the statement of recognised income and 
expense, in which the deferred tax is also dealt with in equity and is shown in the statement of comprehensive income.
(i) Operating Leases
Leases in which a significant proportion of the risks and rewards are retained by the lessor are classified as operating leases. 
Rentals under operating leases are charged on a straight lines basis over the lease term, even if the payments are not made on 
such a basis. Operating lease incentives are recognised on a straight line basis over the lease term.
(j) Pension and other post retirement benefits
The Group makes contributions to a Group personal pension plan for employees. The pension charge for the period represents 
contributions payable in respect of an employee’s service in the year.
(k) Financial instruments
Cash and cash equivalents – Cash and cash equivalents include cash in hand and deposits held at call with banks and bank 
overdrafts including restricted cash. 
Trade receivables – Trade receivables, including customer retentions, are classified as loans and other receivables and are initially 
recognised at fair value and subsequently at amortised cost. A provision for impairment of trade receivables is established where 
there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. 
The Group does not have a policy of discounting trade receivables as the impact would not be material.
Cash collateral – Cash collateral reflects deposits placed with a Surety to secure a facility for the provision of performance bonds. 
The cash collateral is measured at fair value, being the cash deposited. 50 Styles&Wood Group plc
Notes to the Financial Statements continued
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
Trade payables – Trade payables are classified as other financial liabilities and are recognised initially at fair value. Subsequent to 
initial recognition, payables are measured at amortised cost using the effective interest method.
Borrowings – All borrowings are classified as other financial liabilities and are initially measured at fair value. This is taken to be the 
fair value of the consideration received. Transaction costs (any such costs incremental and directly attributable to the issue of the 
financial instrument) are included in the calculation of the effective interest rate and are, in effect, amortised through the profit and 
loss account over the life of the instrument. The subsequent measurement of borrowings is at amortised cost using the effective 
interest method.
Preference shares – due to the nature of the conversion rights attached to the redeemable preference shares, these instruments 
have been accounted for through the separation of their liability and equity components based on their respective fair values on 
issue. Subsequent to issue the liability component is measured at amortised cost and a notional interest charge, which is greater 
than the cash coupon payable on the shares, is made to the income statement. The difference between the imputed notional 
interest rate and actual cash coupon is credited to retained earnings, reducing the equity component. In order to highlight this  
non-cash charge it is shown separately on the face of the income statement as “preference share accounting”.
Treasury derivatives – Derivatives are classified as assets at fair value through profit and loss and are initially recognised at fair 
value on the date a derivative contract is entered into and are subsequently remeasured to their fair value. The Group has an 
interest rate cap used to manage exposure to interest rate fluctuations. The cap has an immaterial fair value. Amounts payable/
receivable under interest rate caps are accounted for within finance cost/income for the period.
Fair value disclosures – There is no difference between the fair value and book value of the Group’s financial instruments.
(l) Share capital
Issued ordinary share capital is recorded in the balance sheet at nominal value with any premium at the date of issue being 
credited to the share premium account. Redeemable preference share capital, which carries a conversion right, is accounted  
for as a compound financial instrument (see note (k) above).
The share premium account is used to pay up fully paid bonus shares and to write off directly related expenses of any issue  
of shares.
(m) Share based payment
The Group operates two equity settled, share based payment arrangements, a Save As You Earn (SAYE) scheme and a 
Performance Share Plan (PSP). The fair value of the employee services received in exchange for the grant of the options is 
recognised as an expense in the income statement. The total amount expensed over the vesting period is determined with 
reference to the fair value of the options granted, calculated using an option pricing model and the number of options expected to 
vest, given any non-market based conditions. At each balance sheet date, the number of options expected to vest is revisited and 
the impact of any revision is recognised in the income statement with a corresponding adjustment to equity.
The grant by the Company of these options over its equity instruments to employees of its subsidiary undertaking, Styles&Wood 
Limited, is treated as a capital contribution. The fair value of the employee services received is recognised over the investing period 
as an increase to investments in subsidiary undertakings, with a corresponding credit to equity.
(n) Dividend distribution
Dividend distributions to shareholders are recognised in the period in which the dividends are approved by the Company’s 
shareholders. A liability in respect of dividends payable to shareholders is recognised once the dividends have been approved.
(o) Non-recurring items
Non-recurring items which are both material and non-recurring in nature, such as restructuring and redundancy costs, are presented 
as non-recurring items in the accounts so as to provide a better indication of the Group’s underlying business performance. Annual Report & Accounts 2012 > FINANCIAL STATEMENTS Styles&Wood Group plc 51
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
(p) Foreign exchange
Foreign currency transactions are translated into the functional currency of the Company (Sterling) using the exchange rates 
prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions 
and from the translation at year end of monetary assets and liabilities denominated in foreign currencies are recognised in the 
income statement.
The Group’s operations and financial instruments expose it to a variety of financial risks that include interest rate risk, credit risk 
and liquidity risk. The Group’s policy is to finance its operations through a mixture of working capital (trade receivables, trade 
payables and cash and cash equivalents), bank borrowings and equity, including preference shares. The Group does not trade  
in financial instruments.
The Group does not have equity investments (other than those in its wholly owned subsidiaries and joint venture) or investments  
in commodities and so does not consider itself to be exposed to any significant equity, commodity or other price risk.
The financial risk management policies set by the Board are implemented by the Group’s finance department on a day to day basis 
to meet treasury requirements. These objectives include ensuring that the Group has sufficient liquidity to meet its day to day 
requirements and to fund its capital commitments and working capital requirements; deploying any surplus liquidity in a prudent 
and profitable manner; managing interest rate and credit exposures; and managing the Group’s relationship with banks and 
financial institutions. 
The Directors will continue to monitor the appropriateness of the financial risk management policies should the Group’s operations 
change in size or nature.
3. FINANCIAL RISK MANAGEMENT 
Interest rate risk 
The Group has both interest bearing assets and interest bearing liabilities. Interest bearing assets comprise only cash balances 
which earn interest at variable rates agreed between the Group and its banks with reference to the Bank of England Base Rate. 
Interest bearing liabilities comprise the revolving credit facility and overdraft when drawn down. All bear interest at 2.5% over the 
bank base rate. The Group’s preference shares have a fixed coupon of 3% which is payable from 1 September 2012.
The Group has taken out a LIBOR interest rate cap against a reducing notional balance at a rate of 5% (2011: 5%) to ensure 
certainty of future interest cash flows. At 31 December 2012 the notional amount was £1.725m (2011: £3.45m). As LIBOR  
has been below 5% during the year no cash flows have arisen from the cap and its fair value is considered to be immaterial.
For the year ended 31 December 2012, if the market interest rates had been 0.1% higher, interest income would have  
increased by £1,600 (2011: £5,000) and interest expense would have increased by £2,000 (2011: £4,000).
Credit risk 
The Group has implemented policies that require appropriate credit checks on potential customers before sales are made. 
Concentrations of credit risk with respect to trade receivables are limited due to the Group’s customer base being large and 
unrelated. Due to this, management believe there is no further credit risk provision required in excess of any normal provision  
for doubtful receivables.
All cash deposits are held with banks with an A–credit rating or better and as a result management are satisfied there is no 
significant credit risk in relation to cash deposits. 
The Group does not hold any collateral or credit enhancements as security against credit risk.
Liquidity risk 
The Group has a multi–option facility which that is designed to ensure the Group has sufficient available funds for operations  
and planned expansions. 
Management review cash balances and forecasts on a daily, weekly and monthly basis to ensure that the Group is able to  
meet all obligations with respect to financial liabilities. 52 Styles&Wood Group plc
Notes to the Financial Statements continued
3. FINANCIAL RISK MANAGEMENT CONTINUED
The net cash position of the Group is shown in note 24.
A maturity profile of the Group’s borrowings can be found in note 17.
Foreign exchange risk
The Group has advanced working capital loans to its joint venture in Dubai which are denominated in United Arab Emirate 
Dirhams. As such the Group is exposed to foreign exchange risk in respect of these balances. The Group does not currently 
hedge this risk but monitors the position on a monthly basis. There is no other significant foreign exchange risk.
Capital risk management
The key objectives of the Group when managing capital are to safeguard the ability to continue as a going concern and to maintain 
optimal returns to shareholders and benefits for other stakeholders. Management also aims to maintain an appropriate level of 
capital and funding for the Group. The key objectives include minimising interest cost and maintaining sufficient levels of working 
capital within the business.
In order to optimise the capital structure the Company, the Board will consider the level and structure of the Group’s cash and 
debt together with the amount and nature of share capital in issue and may seek to alter these in order to support with the Group’s 
strategic objectives.
Management regularly considers metrics including EBITDA: interest cover, net cash position and EBITDA: debt service cover as 
part of its capital risk management. Total capital is calculated as “shareholders equity” as shown in the Consolidated Balance 
Sheet plus net cash (note 24) and preference shares accounted for as debt.
4. SEGMENTAL REPORTING
CONTRACTING 
SERVICES PROFESSIONAL SERVICES
Year ending 31 December 2012
Projects
£’000
Frameworks
£’000
Design
£’000
iSite
£’000
Unallocated
£’000
Group
£’000
REVENUE 36,319 57,304 2,848 1,466 – 97,937
Underlying segment result 1,138 5,129 492 107 (4,381) 2,485
Non-recurring items (note 6) – – – – (211) (211)
Segment result 1,138 5,129 492 107 (4,592) 2,274
Finance costs (1,506)
Finance income 8
Share of results of joint venture 30
Profit before taxation 806
Taxation (508)
Profit for the year from continuing operations 298
NET PROFIT ATTRIBUTABLE  
TO EQUITY SHAREHOLDERS 298
Segment assets 13,050 13,823 739 254 – 27,866
Unallocated assets – – – – 7,730 7,730
TOTAL ASSETS 13,050 13,823 739 254 7,730 35,596
Segment liabilities (10,022) (17,664) (220) (93) – (27,999)
Unallocated liabilities – – – – (13,688) (13,688)
TOTAL LIABILITIES (10,022) (17,664) (220) (93) (13,688) (41,687) Annual Report & Accounts 2012 > FINANCIAL STATEMENTS Styles&Wood Group plc 53
4. SEGMENTAL REPORTING CONTINUED
RESTATED
CONTRACTING 
SERVICES PROFESSIONAL SERVICES
Year ending 31 December 2011
Projects
£’000
Frameworks
£’000
Design
£’000
iSite
£’000
Unallocated
£’000
Group
£’000
REVENUE 33,238 63,962 2,351 1,460 – 101,011
Underlying segment result 1,220 4,350 295 278 (3,945) 2,198
Non-recurring items (note 6) – – – – (310) (310)
Segment result 1,220 4,350 295 278 (4,255) 1,888
Finance costs (1,526)
Finance income 31
Share of results of joint venture 86
Profit before taxation 479
Taxation (395)
Profit for the year from continuing operations 84
NET PROFIT ATTRIBUTABLE  
TO EQUITY SHAREHOLDERS 84
Segment assets 12,423 12,931 588 170 – 26,112
Unallocated assets – – – – 9,238 9,238
TOTAL ASSETS 12,423 12,931 588 170 9,238 35,350
Segment liabilities (10,270) (18,258) (144) (216) – (28,888)
Unallocated liabilities – – – – (12,914) (12,914)
TOTAL LIABILITIES (10,270) (18,258) (144) (216) (12,914) (41,802)
All revenues arises from external customers for the provision of property related services in the UK. All assets are domiciled in the 
UK. Operating segments are reported in a manner consistent with the internal reporting to the Board of Directors (the chief 
operating decision maker) which is used to assess performance and make strategic decisions.
Unallocated assets and liabilities include property, plant and equipment, software, cash and cash equivalents, interest payable, 
current and deferred tax liabilities and borrowings.
Unallocated segment result reflects expenses relating to the overall Group rather than a particular segment and includes people 
costs, professional fees and share option expenses. Transactions between segments are eliminated on consolidation.
In 2012 revenue of £44,569,000 was generated from two external customers, each of which contributed more than 10% of  
Group revenue. The most significant contributed £27,589,000 and the other £16,980,000. In 2011 three external customers  
each contributed more than 10% of Group revenue; the total revenue from these three customers was £49,230,000. 54 Styles&Wood Group plc
Notes to the Financial Statements continued
5. EXPENSES BY NATURE
The following items have been included in arriving at operating profit:
2012
£’000
2011
£’000
Staff costs (note 25) 16,961 15,370
Depreciation of property, plant and equipment (all owned assets) 185 180
Amortisation of software 98 44
Hire of plant and machinery other than under operating leases 869 893
Operating lease rentals
 – plant and machinery 354 236
 – other 509 451
Auditors remuneration 58 76
Subcontracted work 65,971 66,529
Other expenses 10,658 15,344
TOTAL EXPENSES 95,663 99,123
Auditors’ remuneration
During the year the Group obtained the following services from its auditors pursuant to legislation. The fees payable were:
2012
£’000
2011
£’000
Fees payable for the audit of the Company’s annual accounts 22 18
Fees payable for the audit of the Company’s subsidiaries 30 33
Total audit fees 52 51
Tax services 5 6
Other services 1 19
TOTAL 58 76
In 2011 fees paid for other services were primarily in respect of advice in respect of a commercial claim.  Annual Report & Accounts 2012 > FINANCIAL STATEMENTS Styles&Wood Group plc 55
6. NON-RECURRING ITEMS AND PREFERENCE SHARE ACCOUNTING
The Group’s results include the following items:
Notes
2012
£’000
2011
£’000
CHARGED TO OPERATING PROFIT
Restructuring, redundancy and related costs (a) (211) (310)
FINANCE COSTS
Notional interest on preference shares Note 18 (1,008) (1,031)
TOTAL NON-RECURRING ITEMS BEFORE TAX (1,219) (1,341)
Tax on non-recurring items (b) 54 82
TOTAL NON-RECURRING ITEMS AFTER TAX (1,165) (1,259)
(a) Restructuring costs in 2012 relate to an exercise to restructure the management within the Group’s trading subsidiary, 
Styles&Wood Limited. In 2011 restructuring costs related to an exercise to flatten the management structure of the business and 
integrate the Group’s business development team into the operational teams.
(b) Tax on non-recurring items reflects the non-deductibility of the notional interest on preference shares.
7. FINANCE COSTS
2012
£’000
2011
£’000
INTEREST EXPENSE
Interest on bank borrowings 49 170
Fees on bank facilities 27 75
Amortisation of prepaid debt issue costs: 272 250
Notional interest on preference shares 1,008 1,031
Cash coupon on preference shares 150 –
TOTAL FINANCE COSTS 1,506 1,526
INTEREST INCOME
Interest receivable on bank deposits (8) (31)
TOTAL FINANCE INCOME (8) (31) 56 Styles&Wood Group plc
Notes to the Financial Statements continued
8. TAXATION
2012
£’000
2011
£’000
TAXATION COMPRISES
CURRENT TAX
In respect of the current year 456 374
Adjustments in respect of previous years (24) (14)
432 360
DEFERRED TAX
In respect of the current year 44 79
Adjustments in respect of previous years 32 (44)
76 35
TOTAL TAXATION 508 395
The standard rate of Corporation Tax in the UK changed from 26% to 24% with effect from 1 April 2012. Accordingly the standard 
rate of tax applied for the year ended 31 December 2012 is 24.5% (2011: 26.5%). The effective tax rates tax for the years ended 
31 December 2012 (63.0%) and 31 December 2011 (82.5%) are different from the standard rate of corporation tax. The differences 
are explained below.
2012
£’000
2011
£’000
PROFIT ON ORDINARY ACTIVITIES BEFORE TAX 806 479
Profit on ordinary activities multiplied by rate of corporation tax in the UK (24.5%, 2011: 26.5%) 197 126
Effects of:
Expenses not deductible for tax purposes 26 75
Non-cash notional interest on preference shares 247 273
Cash coupon on preference shares 37 –
Profits of Joint Venture (7) (21)
Adjustments in respect of prior periods 8 (58)
TOTAL TAXATION 508 395
Changes to the UK Corporation tax system were announced in the Autumn statement 2012, including a further reduction to the 
main corporation tax rate to reduce the rate to 21% from 1 April 2014 and following the March 2013 Budget, the main rate of 
Corporation Tax in the UK will be further reduced by 1% to 20% by 1 April 2015. These changes had not been substantively 
enacted at the balance sheet date and, therefore, is not included in these Financial Statements. Of the deferred tax charge of 
£76,000, £11,000 relates to changes in the tax rate in the year. Annual Report & Accounts 2012 > FINANCIAL STATEMENTS Styles&Wood Group plc 57
9. EARNINGS PER SHARE
Reconciliations of the earnings and the number of shares used in the calculation are set out below:
2012 Underlying
Non-recurring 
items and 
Preference share 
accounting Total
Profit attributable to equity holders of the Group (£’000) 1,463 (1,165) 298
Weighted average number of shares in issue 61,823,831 61,823,831 61,823,831
BASIC AND DILUTED EARNINGS PER SHARE (PENCE PER SHARE) 2.4 (1.9) 0.5
2011 Underlying
Non-recurring 
items and 
Preference share 
accounting Total
Profit attributable to equity holders of the Group (£’000) 1,343 (1,259) 84
Weighted average number of shares in issue 61,823,831 61,823,831 61,823,831
BASIC AND DILUTED EARNINGS PER SHARE (PENCE PER SHARE) 2.1 (2.0) 0.1
On 29 June 2009 the Company issued 15,000,000 convertible preference shares which are convertible into 16,000,000 ordinary 
shares. These shares are not currently dilutive and neither are share options that are currently in issue in the Group. Hence there is 
no difference between basic and diluted earnings per share (2011: no difference).
10. DIVIDENDS
No interim dividend on ordinary shares was paid during the year (2011: nil) and no final ordinary dividend is proposed (2011: nil).  
A dividend on the preference shares accrued from 1 September 2012 at a rate of 3%. The charge for the year ended 31 December 
2012 was £150,000 (2011: £nil). 58 Styles&Wood Group plc
11. INTANGIBLE ASSETS – SOFTWARE
Software
£’000
COST
AT 1 JANUARY 2011 1,213
Additions at cost 268
AT 31 DECEMBER 2011 1,481
Additions at cost 242
Disposals at cost (255)
AT 31 DECEMBER 2012 1,468
ACCUMULATED AMORTISATION
AT 1 JANUARY 2011 1,158
Charge for the year 44
AT 31 DECEMBER 2011 1,202
Charge for the year 98
On disposals (255)
AT 31 DECEMBER 2012 1,045
NET BOOK AMOUNT AT 31 DECEMBER 2012 423
Net book amount at 31 December 2011 279
Amortisation is charged to administrative expenses in the income statement.
Notes to the Financial Statements continued Annual Report & Accounts 2012 > FINANCIAL STATEMENTS Styles&Wood Group plc 59
12. PROPERTY, PLANT AND EQUIPMENT
Leasehold
Improvements
£’000
Plant and
equipment
£’000
Total
£’000
COST
AT 1 JANUARY 2011 160 1,714 1,874
Additions at cost 68 82 150
AT 31 DECEMBER 2011 228 1,796 2,024
Additions at cost – 247 247
Disposals at cost (36) (745) (781)
AT 31 DECEMBER 2012 192 1,298 1,490
ACCUMULATED DEPRECIATION
AT 1 JANUARY 2011 90 1,424 1,514
Charge for the year 21 159 180
AT 31 DECEMBER 2011 111 1,583 1,694
Charge for the year 24 161 185
On disposals (27) (745) (772)
AT 31 DECEMBER 2012 108 999 1,107
NET BOOK AMOUNT AT 31 DECEMBER 2012 84 299 383
Net book amount at 31 December 2011 117 213 330
Plant and equipment includes computer equipment and plant and machinery. Depreciation is charged to administrative expenses 
in the income statement.
13. TRADE AND OTHER RECEIVABLES
GROUP
2012
£’000
2011
£’000
Amounts falling due within one year
Trade receivables 11,425 11,239
Amounts recoverable on contracts (see below) 16,703 13,155
Other receivables 285 77
Prepayments and accrued income 1,100 1,092
29,513 25,563
Customer retentions included within trade receivables, amount to £1,533,000 (2011: £1,446,000). Prepayments include £135,000 
in respect of prepaid bank facility fees (2011: £407,000). 60 Styles&Wood Group plc
Notes to the Financial Statements continued
13. TRADE AND OTHER RECEIVABLES CONTINUED
At 31 December 2012 all trade receivables were considered to be fully recoverable and as a result there was no provision for 
impairment (2011: nil). Trade receivables of £19,000 were written off in the year (2011: nil). Trade receivables past due relate to a 
number of independent customers for whom there is no recent history of default. The analysis of these past due trade receivables 
is as follows:
GROUP
2012
£’000
2011
£’000
Less than one month past due 586 1,467
One to two months past due 50 6
More than three months past due 67 74
703 1,547
Amounts recoverable on contracts
GROUP
2012
£’000
2011
£’000
Gross amount due from customers on contract work 157,264 142,364
Less: progress payments received (140,561) (129,209)
AMOUNTS RECOVERABLE ON CONTRACTS 16,703 13,155
The aggregate amount of costs incurred plus recognised profits (less recognised losses) for contracts in progress at the balance 
sheet date was £161,393,000 (2011: £151,381,000). Progress payments received from customers are disclosed in note 16.
COMPANY
2012
£’000
2011
£’000
Amounts falling due within one year
Amounts owed by Group undertakings 14,916 15,247
Prepayments 147 423
15,063 15,670
Amounts due from Group undertakings are unsecured, interest free and are repayable on demand.
14. CASH AND CASH EQUIVALENTS
GROUP
2012
£’000
2011
£’000
Cash at bank and in hand 3,641 6,656
Cash and cash equivalents 3,641 6,656
The Company had cash at bank and in hand of £nil at 31 December 2012 (2011: £nil).
15. OTHER FINANCIAL ASSETS: CASH COLLATERAL
At 31 December 2012 the Group had deposited cash of £nil (2011: £1,101,000) as collateral for the issue of performance bonds 
(note 26). The cash was held by the Surety providing the bonds and deposited in a client account with the Surety’s bank. The cash 
collateral was returned in full during 2012, as the Company now arranges performance bonds through its banking facility (note 17).
The Company has no cash collateral (2011: £nil). Annual Report & Accounts 2012 > FINANCIAL STATEMENTS Styles&Wood Group plc 61
16. TRADE AND OTHER PAYABLES 
GROUP
2012
£’000
2011
£’000
Amounts falling due within one year
Trade payables 28,371 28,806
Amounts due to customers (see below) 977 780
Other creditors 233 44
Accruals and deferred income 664 277
Other tax and social security payable 641 1,885
30,886 31,792
Supplier retentions amount to £1,736,000 (2011: £1,445,000).
Amounts due to customers
GROUP
2012
£’000
2011
£’000
Gross amount due from customers on contract work 3,937 4,683
Less: progress payments received (4,914) (5,463)
AMOUNTS DUE TO CUSTOMERS (977) (780)
COMPANY
2012
£’000
2011
£’000
Amounts falling due within one year
Accruals and deferred income 188 62
188 62
17. BORROWING FACILITIES
The Group and Company had the following committed undrawn borrowing facilities at the balance sheet date:
Group Company
2012
£’000
2011
£’000
2012
£’000
2011
£’000
Available undrawn facilities 2,543 4,584 2,543 4,584
The Group’s current banking facility is a £4.4m multi option facility including revolving credit facility, overdraft facility and bond facility.
Whilst the Group was in a net cash position at 31 December 2012 and 31 December 2011 (note 24), the available facility of £4.4m 
(2011: £5.2m) was reduced by the value of performance bonds issued by the Group’s bankers under the facility.
The current banking facility expires on 30 June 2013 and subsequent to the year end the Group entered into negotiations with the 
Group’s bankers Royal Bank of Scotland plc and agreed a new multi option facility for the period 1 July 2013 to 30 June 2014. 
The facility is for an amount of £4m, reducing to £3.75m on 31 December 2013 and £3.5m on 30 June 2014. 62 Styles&Wood Group plc
Notes to the Financial Statements continued
18. FINANCIAL LIABILITIES – PREFERENCE SHARES
Group Company
CONVERTIBLE REDEEMABLE PREFERENCE SHARES
2012
£’000
2011
£’000
2012
£’000
2011
£’000
DEBT COMPONENT
Carrying value at 1 January 9,369 8,338 9,369 8,338
Notional interest charge for period 1,008 1,031 1,008 1,031
CARRYING VALUE AT 31 DECEMBER 10,377 9,369 10,377 9,369
Classified as current liabilities: 
due within one year 1,000 – 1,000 –
Classified as non-current liabilities: due in more than one year 9,377 9,369 9,377 9,369
EQUITY COMPONENT
Carrying value at 1 January 5,631 6,662 5,631 6,662
Notional interest charge for period (1,008) (1,031) (1,008) (1,031)
CARRYING VALUE AT 31 DECEMBER 4,623 5,631 4,623 5,631
TOTAL CARRYING VALUE 15,000 15,000 15,000 15,000
The 15,000,000 convertible, redeemable preference shares are held by the Group’s bankers, Royal Bank of Scotland Group plc.  
The conversion rights allow the holder to convert the 15,000,000 into up to 16,000,000 ordinary shares at a price of 93.75p 
 per share, in increasing tranches from 31 December 2013 to 31 December 2019. The shares carry a 3% cash coupon from 
1 September 2012 and, unless converted by the holder, are redeemable in increasing tranches from 31 December 2013 as follows:
£
31 December 2013 1,000,000
31 December 2014 1,000,000
31 December 2015 2,000,000
31 December 2016 2,000,000
31 December 2017 3,000,000
31 December 2018 3,000,000
31 December 2019 3,000,000
Due to the conversion rights attached to the preference shares International Accounting Standards require them to be accounted 
for by separating the debt and equity components based on their respective fair value on issue. Subsequent to issue the liability 
component is measured at amortised cost and a notional interest charge, which is greater than the cash coupon payable on the 
shares, is made to the income statement. The difference between the imputed notional interest rate and actual cash coupon is 
credited to retained earnings, reducing the equity component.
A cash coupon of £150,000 became payable in respect of the year ended 31 December 2012 (2011: £nil). As a result £1,008,000 
of the total £1,158,000 interest charge (2011: £1,031,000 of £1,031,000) has been credited back to the profit and loss reserve. Annual Report & Accounts 2012 > FINANCIAL STATEMENTS Styles&Wood Group plc 63
19. NON-CURRENT LIABILITIES
Group Company
2012
£’000
2011
£’000
2012
£’000
2011
£’000
Preference shares (note 18) 9,377 9,369 9,377 9,369
Total non-current liabilities 9,377 9,369 9,377 9,369
20. DEFERRED TAX
Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 23% (2011: 25%). The 
movement on the deferred tax account is as shown below.
GROUP
2012
£’000
2011
£’000
DEFERRED TAX AT 1 JANUARY 254 368
Charged to income statement (note 8) (76) (35)
Charged to reserves in respect of share options (5) (79)
DEFERRED TAX ASSET AT 31 DECEMBER 173 254
Deferred tax assets relate to depreciation in excess of capital allowances on property, plant and equipment of £153,000 (2011: 
£244,000) and other short term timing differences of £20,000 (2011: £10,000) which are expected to be recovered against taxable 
profits in the foreseeable future. The Group has not recognised a deferred tax asset of £183,000 (2011: £189,000) in respect of tax 
losses of the Company as these are not anticipated to be recovered. 64 Styles&Wood Group plc
Notes to the Financial Statements continued
21. CALLED UP SHARE CAPITAL
GROUP AND COMPANY Notes
2012
£’000
2011
£’000
AUTHORISED
ORDINARY SHARE CAPITAL
83,800,000 ordinary shares of 25p each (2011: 83,800,000) (a) 20,950,000 20,950,000
20,000,000 non-voting deferred ordinary shares of 25p each (2011: 20,000,000) (b) 5,000,000 5,000,000
25,950,000 25,950,000
PREFERENCE SHARE CAPITAL
15,000,000 convertible preference shares of £1 each (2011: 15,000,000) (c) 15,000,000 15,000,000
TOTAL AUTHORISED SHARE CAPITAL 40,950,000 40,950,000
ISSUED AND FULLY PAID
ORDINARY SHARE CAPITAL
61,823,831 ordinary shares of 25p each (2011: 61,823,831) (a) 15,455,958 15,455,958
20,000,000 non-voting deferred ordinary shares of 25p each (2011: 20,000,000) (b) 5,000,000 5,000,000
20,455,958 20,455,958
PREFERENCE SHARE CAPITAL
15,000,000 convertible preference shares of £1 each (2011: 15,000,000) (c) 15,000,000 15,000,000
Less: amounts classified as liabilities (c) (10,377,000) (9,369,000)
4,623,000 5,631,000
TOTAL ISSUED AND FULLY PAID SHARE CAPITAL 25,078,958 26,087,060
(a) The Group’s ordinary shares are listed on the London Stock Exchange. All of these ordinary shares rank equally with respect to voting rights and the rights to 
dividends. The holders of these ordinary shares are entitled, amongst other rights to receive the Company’s annual report and accounts, to attend and speak at 
general meetings of the Company; to appoint proxies and to exercise voting rights.
(b) The 20,000,000 deferred ordinary shares are held by the Group’s bankers, Royal Bank of Scotland plc. These shares have no voting rights and no right to dividends.
(c) The 15,000,000 convertible preference shares are held by the Group’s bankers, Royal Bank of Scotland plc as part of the debt for equity swap that took place on 
29 June 2009. These shares have no voting rights and carry a right to a preference dividend of 3% from 1 September 2012. Due to the nature of the conversion 
rights attached to the preference shares issued as part of the refinancing, these instruments have been accounted for through the separation of their liability and 
equity components. See note 18 for further details. Annual Report & Accounts 2012 > FINANCIAL STATEMENTS Styles&Wood Group plc 65
22. SHARE OPTION SCHEMES
Styles&Wood Group plc operates two share option schemes. 
Save As You Earn (‘SAYE’) Scheme
There are currently no grants under the SAYE scheme, all options having lapsed in 2010.
Performance Share Plan (‘PSP’)
Under the Styles&Wood Group plc 2006 Performance Share Plan, certain key employees, senior management and Directors of 
Styles&Wood Limited, the Group’s trading Subsidiary Company are granted nominal cost share options. The options vest subject 
to performance against three year targets and cash dividends accrue on the options over the vesting period. Details of the 
performance conditions can be found in the Directors’ remuneration report.
In both schemes, options lapse if the employee ceases to be an employee of the Group other than as a result of death, injury, 
disability, ill health, redundancy or retirement. In these situations the proportion of the award that ultimately vests is determined at 
the discretion of the Remuneration Committee.
GROUP AND COMPANY
PSP Scheme
2009 Grant
PSP Scheme
2011 Grant
PSP Scheme
2012 Grant Total
AT 1 JANUARY 2011 1,714,684 – – 1,714,684
Granted – 400,000 – 400,000
Forfeited (154,560) – – (154,560)
AT 31 DECEMBER 2011 1,560,124 400,000 – 1,960,124
Granted – – 1,274,264 1,274,264
Forfeited – – (18,571) (18,571)
Lapsed (1,560,124) – – (1,560,124)
AT 31 DECEMBER 2012 – 400,000 1,255,693 1,655,693
Date of grant 15/10/09 20/05/11 09/10/12
Number of options granted 2,410,202 400,000 1,274,264
Exercise price nil nil Nil
Share price at date of grant 32.0p 15.6p 7.8p
Vesting conditions
Achievement 
of 3 year 
share price 
growth 
target
Achievement 
of 3 year 
share price 
growth 
target
Achievement 
of 3 year 
share price 
growth 
target
Settlement Equity Equity Equity
Maximum option life 10 years 10 years 10 years
Valuation method Monte-Carlo Monte-Carlo Monte-Carlo
Expected option life 3 years 3 years 3 years
Expected volatility 38% 40% 40%
Expected dividend yield N/A N/A N/A
Risk free interest rate 1.8% 1.5% 1.5%
Fair value at date of grant 14.5p 6.2p 1.1p
The average market price of the shares during the financial year was 9.3p (2011: 12.1p).
A charge of £69,000 was recognised in respect of share options during 2012 (2011: £81,000).
No options were exercisable at 31 December 2012 (2011: nil). 66 Styles&Wood Group plc
Notes to the Financial Statements continued
23. CASH FLOW FROM OPERATING ACTIVITIES
GROUP
2012
£’000
2011
£’000
PROFIT BEFORE TAX FOR THE YEAR 806 479
Adjustments for:
Finance costs 1,506 1,526
Finance income (8) (31)
Depreciation and amortisation 283 224
Share option charge 69 81
Share of profit of joint venture (30) (86)
OPERATING CASH FLOWS BEFORE MOVEMENT IN WORKING CAPITAL 2,626 2,193
Changes in working capital:
Increase in trade and other receivables (3,992) (4,355)
(Decrease)/increase in trade and other payables (1,271) 2,208
CASH (USED IN)/GENERATED FROM OPERATIONS (2,637) 46
COMPANY
2012
£’000
2011
£’000
LOSS BEFORE TAX FOR THE YEAR (1,874) (1,901)
Adjustments for:
Finance costs 1,504 1,526
OPERATING CASH FLOWS BEFORE MOVEMENT IN WORKING CAPITAL (370) (375)
Changes in working capital:
Decrease in trade and other receivables 335 6,667
Decrease in trade and other payables (11) (251)
CASH (USED IN)/GENERATED FROM OPERATIONS (46) 6,041 Annual Report & Accounts 2012 > FINANCIAL STATEMENTS Styles&Wood Group plc 67
24. NET CASH
GROUP
Net cash represents cash at bank and in hand and excludes preference shares classified as debt (note 18). 
2012
£’000
2011
£’000
The movement in net cash is
At 1 January 6,656 6,855
Repayment of borrowings – 5,900
Decrease in cash and cash equivalents excluding restricted cash (3,015) (6,099)
AT 31 DECEMBER 3,641 6,656
25. EMPLOYEES AND DIRECTORS
2012
£’000
2011
£’000
Wages and salaries 14,799 13,383
Social security costs 1,664 1,555
Pension costs 429 351
Share option costs 69 81
16,961 15,370
Average monthly number of people (including Executive Directors) employed by the Group
2012
Number
2011
Number
Projects 73 61
Frameworks 122 117
Design 43 38
iSite 26 19
Central 63 55
327 290
The Company has no employees. The Non Executive Directors each have a contract for services with the Company details of 
which can be found in the remuneration report on pages 33 to 36.  68 Styles&Wood Group plc
Notes to the Financial Statements continued
25. EMPLOYEES AND DIRECTORS CONTINUED
Directors
The Directors who served as Directors of the Company throughout the year were:
Appointed
Anthony S Lenehan 01/01/2011
Philip N Lanigan 01/08/2009
James Martin 02/10/2006
Robert E Hough 18/10/2006
Paul Mitchell 02/10/2006
Remuneration of Directors
The Directors are considered to be the key management personnel of the Group. Their aggregate remuneration was as follows:
2012
£’000
2011
£’000
Salaries, fees and short term benefits 534 549
Social security costs 62 64
Pension contributions 68 68
664 681
Further information about the Directors’ remuneration may be found in the Remuneration report on pages 33 to 36.
26. CONTINGENCIES
The Group takes out Performance bonds in the ordinary course of business. All bonds are taken out by Styles&Wood Limited, a 
Subsidiary Company. The aggregate amount of such bonds outstanding at 31 December 2012 is £1,857,000 (2011: £1,717,000). 
The aggregate amount of bonds outstanding at 31 December 2012 on projects where practical completion has been achieved is 
£743,000 (2011: £810,000). At 31 December 2012 all bonds were issued under the Groups banking facility (note 17), none (2011: 
£1,101,000) were provided by a Surety who was holding an equal amount of cash collateral (see note 15). 
It is not anticipated that any material liabilities will arise from the contingencies. Annual Report & Accounts 2012 > FINANCIAL STATEMENTS Styles&Wood Group plc 69
27. CAPITAL AND OTHER FINANCIAL COMMITMENTS
Operating lease commitments
2012
£’000
2011
£’000
Future aggregate minimum payments under operating leases
Due within one year 954 739
Due between one and five years 2,015 2,735
2,969 3,474
Analysed as:
2012
£’000
2011
£’000
MOTOR VEHICLES
Due within one year 457 243
Due between one and five years 916 1,053
LAND AND BUILDINGS
Due within one year 497 496
Due between one and five years 1,099 1,682
Due beyond five years – –
2,969 3,474
Operating leases for motor vehicles primarily related to Company cars provided for employees. Operating leases for Land and 
Buildings related to the Group’s three offices in Altrincham, London and Nottingham. The Company has no such commitments 
(2011: none). 70 Styles&Wood Group plc
Notes to the Financial Statements continued
28. RELATED PARTY TRANSACTIONS
In the year ended 31 December 2012 the Company paid fees of £34,688 (2011: £37,500) to Rickitt Mitchell & Partners Limited  
in respect of Paul Mitchell’s services as a Non Executive Director. 
The following transactions have taken place between the Group and entities over which Paul Bell, who has a 35% shareholding  
in the Company and who is a Director of the Group’s trading subsidiary Styles&Wood Limited, has significant influence and are 
therefore considered to be related parties. All transactions were undertaken in the ordinary course of business with normal 
commercial terms and with no security given.
2012
£’000
2011
£’000
Sales made to related parties – 210
Purchases from related parties 856 597
Balances owed by related parties at the balance sheet date – –
Balances owed to related parties at the balance sheet date 67 36
Details of the Directors’ interests in the share capital of Styles&Wood Group plc may be found in the remuneration report on  
page 35.
The Company did not receive any dividend from its Subsidiary Company Styles&Wood Investments Limited during the year 
(2011: none).
Details of balances due from and to Subsidiary Companies can be found in notes 13 and 16. 
There were no sales and purchases between Group companies during the year (2011: nil). Movements in intercompany balances 
occur in relation to the loan of cash, the transfer of group relief for taxation purposes and where certain expenses of the Company 
are paid for by a Subsidiary Company.  Annual Report & Accounts 2012 > FINANCIAL STATEMENTS Styles&Wood Group plc 71
29. SUBSIDIARY COMPANIES
(a) Group investments
The Group subsidiaries are disclosed below. Transactions between subsidiaries and between the Parent Company and its 
subsidiaries are eliminated on consolidation.
Name Nature of business
Country of 
incorporation
Type of  
share Group shareholding
Styles&Wood Investments Limited Intermediate Holding Company UK Ordinary 100%
Styles&Wood Property  
Management Limited 
Intermediate Holding Company UK Ordinary 100% via Styles&Wood 
Investments Limited
Maraq Limited Property services provider UK Ordinary 100% via Styles&Wood 
Property Management Limited
Styles&Wood Limited Property services provider UK Ordinary 100% via Maraq Limited
(b) Investment in subsidiary undertakings
2012
£’000
2011
£’000
Original cost 38,679 38,679
Capital contribution – grant of share options 321 252
Impairment of investment (15,458) (15,458)
NET BOOK AMOUNT 23,542 23,473
2012
£’000
2011
£’000
NET BOOK AMOUNT
At 1 January 23,473 23,392
Capital contribution in the period 69 81
AT 31 DECEMBER 23,542 23,473
The Directors consider the net book amount of the invesments to be supported by their underlying carrying value. 72 Styles&Wood Group plc
30. JOINT VENTURES
The Group has a 49% investment in Dutco Styles&Wood LLC, a Company registered in Dubai. The investment is held by 
Styles&Wood Limited and the terms of the joint venture agreement entitle Styles&Wood to jointly control the entity and to a  
50% share of the profits of the joint venture. The Joint venture had revenue of £11.4m in the year ended 31 December 2012 
(2011: £5.9m) and made a profit of £0.1m (2011: profit of £0.2m).
2012
£’000
2011
£’000
COST
Initial investment 227 227
Share of accumulated losses (432) (462)
Working capital loan advanced 1,668 1,402
NET BOOK AMOUNT 1,463 1,167
2012
£’000
2011
£’000
NET BOOK AMOUNT
At 1 January 1,167 1,424
Share of profits for the year 30 86
Working capital loan advanced/(repaid) 266 (343)
AT 31 DECEMBER 1,463 1,167
At 31 December 2012 the Group had advanced a working capital loan of £1,668,000 (2011: £1,402,000) to the Joint Venture.  
The loan is interest free and repayable on demand. There were no other transactions with the Joint Venture (2011:nil).
The assets and liabilities of the joint venture are as follows:
2012
£’000
2011
£’000
Current assets 6,362 5,079
Non-current assets 330 166
TOTAL ASSETS 6,692 5,245
Current liabilities (7,102) (6,715)
TOTAL LIABILITIES (7,102) (6,715)
NET LIABILITIES (410) (470)
Under equity accounting rules, once the investment in a joint venture has been reduced to nil, no further losses should be recorded 
unless the investor has incurred legal or constructive obligations to fund those losses. As the joint venture started trading in the 
year ended 31 December 2009 the Group has a constructive obligation to provide additional funding to the joint venture until it is 
further established and hence has recorded its share of losses in full. See our full report online:
annual-report.stylesandwood.co.uk/2012
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