www.lupuscapital.co.uk
Lupus Capital plc
Annual Report & 
Accounts 2010
Lupus Capital plc
65 Buckingham Gate
London SW1E 6AS
+44 (0)20 7976 8000
www.lupuscapital.co.uk
Lupus Capital plc Annual Report & Accounts 2010 Contents
01 Highlights
02 Our business at a glance 
04 Chairman’s statement
06  Chief Executive Officer’s and Chief  
Financial Officer’s review
08 Business review
12 Principal risks and uncertainties
14  Corporate social responsibility report
16 Board of Directors
18 Directors’ report 
20 Corporate governance
23 Directors remuneration report
29 Independent auditors’ report
30  Consolidated income statement
31  Consolidated statement of  
comprehensive income
31  Consolidated statement of changes 
in equity
32 Consolidated balance sheet
33 Group cash flow statement
34  Notes to the financial statements
60 Independent auditor’s report
61 Company balance sheet
62 Notes to the company financial  
 statements
65 Advisers
65 Definitions
65 Roundings
65 Exchange rates
66 Notice of Annual General Meeting
71 Form of proxy
Lupus Capital plc is a leading international supplier of building 
products to the door and window industry and the world’s 
number one manufacturer of marine breakaway couplings. 01
Lupus Capital plc
Annual Report & Accounts 2010
Highlights ⁄
Operational highlights Total group
Healthy growth in sales and operating  ⁄
profit despite flat building products 
markets
Sustained improvements in gross and  ⁄
net margins
Underlying Earnings Per Share  ⁄
increased by 36 per cent. to 13.06p 
Operating Cash Conversion in year of  ⁄
105 per cent.
Underlying Net Debt reduced to   ⁄
£94.7 million
Resumption of Dividend Payments ⁄
Sales
£266.2m
2009: £241.6m  +10%
Gross Profit Margin
34.9%
2009: 33.3%
Underlying Operating Profit
£33.7m
2009: £25.6m +32%
Underlying Operating Margin
12.6%
2009: 10.6%
Underlying EPS
13.06p
2009: 9.39p +39%
Dividend per share
2.0p
2009: Nil
Underlying Net Debt
£94.7m
2009: £116.2m -19% 02
Lupus Capital plc
Annual Report & Accounts 2010
Our business at a glance ⁄
1
US building  
products
Sales
£1 1 7 .2m
2009: £105.7m +11%
Underlying operating profit
£14.4m
2009: £10.8m +33%
Amesbury
Our US Building Products division operates as 
the Amesbury Group. With manufacturing and 
distribution capability throughout the USA, 
Amesbury offers the complete range of door 
and window sealing solutions and hardware.
Amesbury is America’s leading manufacturer  
of door and window seals with brands such  
as Foam-Tite
®
 and Schlegel’s Q-LON
®
 and 
high-quality textile offerings. In addition, 
Amesbury manufactures custom thermoplastic 
extrusions and multi-durometer profiles.
Amesbury also manufactures block and tackle 
and constant force window balances for single- 
and double-hung windows, and is a leading 
door hardware distributor.
Building Products Manufacturing
Building Products Sourcing/ 
Distribution
Gall Thomson
Americas UK & Continental Europe
Asia & Australasia
See page 8 for more details 03
Lupus Capital plc
Annual Report & Accounts 2010
See page 9 for more details
Sales
£94.7m
2009: £79.7m +19%
Underlying operating profit
£7 .9m
2009: £6.3m +26%
grouphomesafe
Our UK Building Products division operates 
as grouphomesafe. grouphomesafe is 
a leader in the design, development, 
manufacture and distribution of innovative 
solutions to improve performance and 
enhance protection and security for the 
residential building and home 
improvement markets. 
grouphomesafe provide a wide range of 
products and solutions including window 
and door hardware, sash window 
renovation, composite doors and weather-
stripping seals.
See page 10 for more details
Sales
£39.8m
2009: £36.7m +8%
Underlying operating profit
£4.5m
2009: £2.6m +74%
Schlegel
We operate in a number of countries 
worldwide, with manufacturing sites in 
Germany, Spain, Belgium and Australia, 
and numerous distribution and sourcing 
operations. This gives us a unique insight 
into local markets and offers the potential 
to sell our extensive product range 
internationally.
Our core brand internationally is Schlegel, 
whose seals are sold in more than 75 
countries around the world. Also 
manufactured are related products such as 
cleaning brushes, static control devices for 
copiers and printers, speciality automotive 
products such as sunroof seals and truck 
spray suppressants, tractor seat trim and 
sway bar bushes.
See page 10 for more details
Sales
£13.7m
2009: £12.6m +9%
Underlying operating profit
£6.8m
2009: £5.9m +16%
Gall Thomson
Gall Thomson is the world’s leading 
supplier of marine breakaway couplings. 
Its subsidiary, KLAW, is a supplier of 
industrial couplings including quick release 
couplings and breakaway couplings.
A Gall Thomson marine breakaway 
coupling is used in the oil and gas industry 
to enable a loading line to part safely and 
then to shut off the product supply in the 
event of a vessel moving off station during 
the loading or discharging of oil and gas 
products, whether at offshore moorings or 
jetty terminals. The purpose of the 
breakaway coupling is to prevent 
environmental pollution without damage to 
pumping and transfer equipment.
2 3 4
UK building  
products
International  
building products
Oil services 04
Lupus Capital plc
Annual Report & Accounts 2010
Jamie Pike
Chairman
Sales
£266.2m
2009: £241.6m  +10%
Underlying Operating Profit
£33.7m
2009: £25.6m +32%
Underlying Operating Margin
12.6%
2009: 10.6%
Sales by Sector
2010 Operating Profit by Sector
Total Sales – £266.2m
 UK BP 35.7%
 US BP 44.1%
 Int’l BP 15.0%
 GT 5.2%
Total Operating  
Profit – £33.7m
 UK BP 23.4%
 US BP 42.9%
 Int’l BP 13.4%
 GT 20.3%
 Chairman’s  ⁄
statement
Overview
2010 was an encouraging year for Lupus despite the building 
products markets in the US, UK and Europe continuing to show 
little growth. Our strategy of self help involving focused customer 
service, tight cost control, supply chain efficiencies and 
management of working capital has enabled the Group to gain 
market share and make further progress in what remains a highly 
competitive environment. Gall Thomson, our Oil and Gas Services 
business, enjoyed another year of excellent performance.
During the year the Group appointed a new executive team in 
Louis Eperjesi and James Brotherton, completing the Board 
restructuring that began in 2009.
The Board is pleased that the Group is now in a position to 
resume dividend payments to shareholders reflecting the 
improved operational performance of the Group, underpinned  
by consistent cash conversion.
2011 is not expected to deliver material improvement in conditions 
in building products markets and significant input cost pressures 
are expected to continue for the foreseeable future. However  
our strong market positions combined with our balance sheet 
strength, quality of product and service offering and focus on 
market share growth through self help initiatives means that the 
Group is well positioned to maintain margins and take advantage 
of any sustained increase in activity levels.
Financial performance in the period
Total sales of £266.2 million increased by 10.2 per cent. from prior 
year (2009: £241.6 million). In constant currency terms on a like for 
like basis, total sales increased in the year by 12.4 per cent. 
Despite challenging trading conditions and increasing raw material 
costs, the Group’s gross profit margin increased to 34.9 per cent. 
from 33.3 per cent. in 2009. The Dropthrough Margin on 
incremental sales for the year was 32.8 per cent. Underlying 
operating profit increased by 31.6 per cent. to £33.7 million (2009: 
£25.6 million). Underlying earnings per share increased by 3.67 
pence or 39.1 per cent. to 13.06 pence (2009: 9.39 pence).
During the year the Group continued to focus on the tight 
management of working capital, operational cash generation and 
the reduction of net debt. Despite the 10.2 per cent. increase in 
sales, in 2010 the Group generated £1.7 million cash from net 
working capital reductions (2009: £10.7 million). Operating Cash  05
Lupus Capital plc
Annual Report & Accounts 2010
balance sheet strength and capital investment plans, as well  
as the requirement to comply with the terms of the Group’s  
facility agreements.
The final dividend of 2.0 pence (2009: Nil pence) per share is 
recommended for payment on 7 June 2011 to shareholders on the 
register at the close of business on 3 May 2011. The ex-dividend 
date will be 27 April 2011.
Outlook
Our Building Products division has made a steady start to 2011, 
with sales and orders broadly in line with 2010, although the 
seasonal nature of the businesses and short order books means 
that the first quarter offers little visibility on the full year.
2011 is not expected to deliver material improvement in conditions 
in our key building products markets and significant input cost 
pressures are expected to continue for the foreseeable future. 
However our strong market positions, combined with balance 
sheet strength, quality of product and service offering and focus 
on market share growth through self help initiatives means that the 
Group is well positioned to take advantage of any sustained 
increase in activity levels.
Our Oil and Gas Services Division continues to see increasing 
demand for its MBC and industrial coupling products and has a 
very strong order book coming into 2011.
We expect the Group will continue to make further progress during 
2011 from a sound financial platform.
Jamie Pike
Chairman 
23 March 2011
Conversion, being the proportion of Underlying operating profit 
converted into cash, exceeded 100 per cent. at 105 per cent. in 
2010 (2009: 142 per cent.). During 2010 the Group repaid £21.1 
million of debt, to bring the total debt repayments made since the 
refinancing in July 2009 to £41.4 million. At 31 December 2010 the 
Group’s Underlying Net Debt was £94.7 million, which was £21.5 
million lower than prior year (2009: £116.2 million),
Board
There were a number of changes to the Board during the year. 
Louis Eperjesi was appointed as Chief Executive Officer in 
February 2010 and James Brotherton was appointed as Chief 
Financial Officer in May 2010. There are three independent 
non-executive directors, Jamie Pike (Chairman), Les Tench and 
Martin Towers.
James Brotherton was appointed as a Director after the 2010 
Annual General Meeting and so is required to offer himself for 
re-election at the 2011 Annual General Meeting. In accordance with 
best practice, the Board have agreed that each Director will 
voluntarily offer themselves for re-election at each Annual General 
Meeting that they are not required to retire from office. Accordingly, 
Jamie Pike, Louis Eperjesi, Les Tench and Martin Towers will 
voluntarily offer themselves for re-election at the 2011 Annual 
General Meeting.
Dividends
Lupus is a cash generative business operating in mature markets 
and, in the ordinary course, would expect to pay a regular dividend 
to shareholders. The banking arrangements entered into in June 
2009 precluded the payment of dividends by the Group until both 
Group and subsidiary net debt ratios had reduced.
Over the past two financial years the focus of the Group has been 
on deleveraging the balance sheet and utilising surplus cash in the 
permanent paydown of debt. The outcome of this focus is a 
significantly strengthened balance sheet, underpinned by 
sustained trading performance and means that the Group now has 
the consent of its banks to make a modest dividend payment. 
Accordingly the Board is recommending to shareholders the 
payment of a final dividend of 2.0 pence per share. The final 
dividend will absorb approximately £2.6 million of cash resources.
Over time the absolute level of future dividend payments will  
take into account the Group’s underlying earnings, cash flows, 
Over the past two financial years the focus  ⁄
of the Group has been on deleveraging the 
balance sheet and utilising surplus cash in the 
permanent paydown of debt. The outcome of 
this focus is a significantly strengthened balance 
sheet, underpinned by sustained trading 
performance and means that the Group now 
has the consent of its banks to make a modest 
dividend payment.  Chief Executive  ⁄
Officer’s and  
Chief Financial 
Officer’s review
06
Lupus Capital plc
Annual Report & Accounts 2010
Underlying net debt (£m)
80
100
120
140
160
Dec 10 Dec 08 Jun 09 Dec 09 Jun 10
(before capitalised fees)
Group 2010 operational performance
During 2010 we remained focused on maintaining tight controls 
over costs in all our businesses. Headcount at 31 December 2010 
of 2,004 was in line with the prior year (2009: 2,003) as we flexed 
labour where necessary and permitted limited selective hiring of 
permanent personnel only where merited by business activity 
levels. Significant increases in raw material prices were seen during 
the year, most notably in steel and oil derivative products, and local 
management were diligent in passing these on to customers in 
order to protect our gross margins. 
Throughout 2010 we have continued to reassess and flex our 
global production footprint to optimise our margins and improve 
our customer offering. The conversion of our Chinese 
manufacturing operation to a sourcing operation in February 2010 
has allowed us greater flexibility in obtaining the lowest cost, 
highest quality product. Production levels at the Group’s Mexican 
operation have been significantly increased during the year and we 
vacated our site at Tipton in the West Midlands. Building work has 
started in Sioux Falls, South Dakota for a planned expansion to 
consolidate our Sioux Falls door hardware and balance 
manufacturing businesses onto a single site. This is expected to be 
completed during 2011.
We have continued our focus on tight management of working 
capital. Despite increased turnover we successfully increased our 
stock turn in 2010 and reduced our investment in inventory held at 
the year end. During the year a number of our customers ceased 
trading, however vigilant management of customer credit risks 
throughout the year, starting at the point of sale, meant that bad 
debts written off amounted to only 0.1 per cent. of sales (2009: 0.3 
per cent.). 
We continue to promote the financial strength of the Group to the 
credit insurers of our major suppliers in order to optimise the credit 
terms that we receive from our supplier base and to work closely 
with our customer base to ensure we understand their balance 
sheet position and creditworthiness.
Financial performance in the period
For the year ended 31 December 2010, compared with the prior 
year:
Sales
Total sales of £266.2 million increased by 10.2 per cent. from prior 
year (2009: £241.6 million). In constant currency terms on a like for 
like basis, total sales increased in the year by 12.4 per cent. 
Margins
Despite challenging trading conditions and increasing raw material 
costs, the Group’s gross profit margin increased to 34.9 per cent. 
from 33.3 per cent. in 2009. The Underlying operating margin for 
the Group increased from 10.6 per cent. in 2009 to 12.6 per cent. 
in 2010. 
The Group continued to flex its cost base in line with demand such 
that the Dropthrough Margin on incremental sales in the year was 
32.8 per cent.
James Brotherton
Chief Financial Officer
Louis Eperjesi
Chief Executive Officer
We have continued  
our focus on tight 
management of working 
capital. Despite 
increased turnover we 
successfully increased 
our stock turn in 2010 
and reduced our 
investment in inventory 
held at the year end.  07
Lupus Capital plc
Annual Report & Accounts 2010
During 2010 the Group repaid £21. 1 million of  ⁄
debt, to bring the total debt repayments made 
since the refinancing in July 2009 to £41.4 million.
Cash flow
Despite the 10.2 per cent. increase in sales, in 2010 the Group 
generated £1.7 million cash from net working capital reductions 
(2009: £10.7 million). These reductions, combined with the 
increased operating profit generated by the Group, meant that the 
net cash inflow from operating activities of £36.3 million remained 
broadly in line with prior year (2009: £36.5 million). 
Operating Cash Conversion, being the proportion of Underlying 
operating profit converted into cash, exceeded 100 per cent. at 
105 per cent. in 2010 (2009: 142 per cent.). 
Capital expenditure increased by 57 per cent. to £3.5 million (2009: 
£2.2 million). 
Net debt position
During 2010 the Group repaid £21.1 million of debt, to bring the 
total debt repayments made since the refinancing in July 2009 to 
£41.4 million. 
At 31 December 2010 the Group’s Underlying Net Debt, was £94.7 
million, which was £21.5 million lower than prior year (2009: £116.2 
million), despite adverse exchange rate movements increasing net 
debt by £2.0 million. 
Average Underlying Net Debt during the year was £113.9 million 
(2009: £135.6 million). Under the IFRS definition, which reduces 
debt by the unamortised bank fees, net debt at the year end was 
£91.7 million (2009: £111.0 million).
Banking
At 31 December the Group had headroom against its banking 
covenants ranging from 47 per cent. to 75 per cent. and the Board 
remains confident that the Group will continue to operate within its 
banking covenants as set out in the current banking facility 
agreements, which expire in July 2012. 
The Group’s key banking performance metric, being the  
proportion of net debt to Underlying EBITDA, at the year end  
was 2.38x (2009: 3.66x), calculated on the same basis as the 
banking covenants.
Defined benefit pension and post retirement benefit schemes
The Group’s principal defined benefit pension scheme and post 
retirement healthcare benefit scheme is operated in the US. The 
pension scheme is closed to new entrants and post retirement 
healthcare benefit contributions are capped.
At 31 December 2010, the defined benefit obligation for all Group 
pension and post retirement healthcare benefit schemes was 
£18.9 million (2009: £17.4 million) and the schemes had plan assets 
of £11.6 million (2009: £9.9 million), resulting in a slightly reduced 
net deficit on the schemes of £7.3 million (2009: £7.5 million).
Louis Eperjesi   James Brotherton
Chief Executive Officer  Chief Financial Officer
23 March 2011
Profits
Underlying earnings before interest, tax, depreciation and 
amortisation were £40.2 million (2009: £32.3 million). 
Underlying operating profit increased by 31.6 per cent. to £33.7 
million (2009: £25.6 million). On a constant currency basis this 
represents an increase of 30.4 per cent. over the prior year. 
Underlying administrative expenses increased by £4.2 million or 7.7 
per cent. to £59.1 million (2009: £54.9 million). Administration costs 
included higher freight, commission and management incentive 
costs associated with the increased levels of activity and higher 
legal costs associated with defence of Intellectual Property rights.
Net finance costs decreased by £0.6 million to £12.0 million (2009: 
£12.6 million), reflecting reduced debt levels. The 2009 interest rate 
benefited from the lower margins payable on the Group’s facilities prior 
to the refinancing in July 2009. Net cash interest paid of £9.3 million 
(2009: £10.5 million) was 12 per cent. lower than that paid in 2009.
Fair value losses on financial instruments increased by £0.9 million 
in 2010 due to out-of-the-money interest rate hedges taken out in 
2007 that did not expire until 30 September 2010. During the year 
the Group entered into a number of interest rate swap transactions 
which had the economic effect of fixing the Group’s cost of funds, 
before the applicable margin, at between 1.85 and 2.045 per cent. 
until July 2012.
Underlying profit before taxation was 56.1 per cent. higher at £24.5 
million (2009: £15.7 million).
Earnings per share
Underlying earnings per share increased by 3.67 pence or 39.1 per 
cent. to 13.06 pence (2009: 9.39 pence). Basic earnings per share 
increased from 0.32 pence in 2009 to 5.43 pence. 
Exceptional costs
Exceptional costs of £0.4 million (2009: £2.1 million) were incurred 
during the period, principally in connection with the outsourcing of 
further activity from the UK to China and the General Meeting held 
in February 2010.
Taxation
The tax charge increased to £2.5 million in 2010 (2009: tax  
credit £1.1 million). Excluding the effect of the change in tax  
rates on deferred tax assets and the adjustments in respect of 
prior periods, the Underlying tax rate on the Underlying profit 
before taxation was 32 per cent. (2009: 28 per cent.). The 
Underlying tax rate increased during 2010 due to the geographic 
mix of profit growth. 
The Underlying cash tax rate in the year was 9 per cent. (2009: 14 
per cent.) and is lower than the Underlying tax rate due to historic 
losses. The Underlying cash tax rate is expected to trend towards 
the Underlying tax rate over the coming years.
Financial position
During the year the Group continued to focus on the tight 
management of working capital, operational cash generation and 
the reduction of net debt.  08
Lupus Capital plc
Annual Report & Accounts 2010
Business review ⁄
 Hardware 
£62.3m 24%
 Reinforcer 
£23.3m 9%
 Extrusions 
£16.8m 6%
 Balances 
£38.7m 15%
Sales by product
 Composite Doors 
£18.2m 7%
 Foam Sealing 
£49.0m 18%
 Pile Sealing 
£40.3m 15%
 Other 
£3.7m 1%
 Oil Services 
£13.7m 5%
Metres of Pile seals sold
472.1m
 
Metres of Foam seals sold
195.8m
 
Window balances sold
40.7m
 
Locks sold
3.25m
 
Marine Breakaway Couplings sold
78
 
Building Products
The Building Products division comprises the Group’s door and 
window hardware and seals operations. The division’s businesses 
are market leaders and operate across the Americas, the UK, 
Europe and Asia. In 2010, trading in our building products 
businesses recovered significantly, against a background of 
broadly flat markets
US Building Products
The Amesbury Group, our North American Building Products 
business, continued its sales led recovery through a combination 
of customers rebuilding inventories and net gains in market share 
despite relatively sluggish markets. We estimate that new build 
activity in the US market increased by around 6 per cent. across 
the year as a whole, with demand skewed towards the first quarter 
as a consequence of the Homebuyer Tax Credit that expired in 
April 2010. We estimate that Repair and Remodelling activity, 
which constitutes approximately 70 per cent. of the market, 
increased by around 4 per cent. over the year and was supported, 
particularly in the final quarter, by the $1,500 tax credit for the 
installation of energy efficient windows which expired on  
31 December 2010. 
Our US business was less affected by commodity input prices 
than other businesses during 2010 as it procures key commodities 
on long-term contracts and agrees surcharge/discount 
arrangements with key customers by reference to third party indices.
Key initiatives in the year included the expansion of the National 
Accounts Program, to leverage our product offering within the 
North American customer base, the continued ramp up of 
manufacturing at the Group’s Mexican facility and a restructured 
approach to Amesbury marketing.
Intumescent Seal
Q-LON Fire Rated Door Seal  
is an all-inclusive seal that 
combines the superior 
performance of Q-Lon to resist 
air, water and sound penetration 
with the fire and smoke 
protection provided by Category 
G and H rated gaskets. 09
Lupus Capital plc
Annual Report & Accounts 2010
UK Building Products
Our UK Building Products business, grouphomesafe, generated 
encouraging sales by increasing market share in 2010 despite the 
depressed nature of some of our end markets. While new build 
activity in the UK market was up by around 30 per cent., we 
estimate that Repair Maintenance and Improvement activity, which 
constitutes approximately 95 per cent. of the market, decreased by 
around 5 per cent.
The weakness of Sterling and increases in the prices of imported 
raw materials and finished goods produced significant input cost 
pressures during the year. These pressures were mitigated by an 
unwavering focus on cost down initiatives and prompt action to 
increase prices. Of the 19 per cent. increase in total sales year on 
year, approximately half of this increase was due to price 
increases. Despite input cost pressures and the losses incurred 
within our composite doors business, the Underlying operating 
margin for grouphomesafe improved slightly in the year.
During the period we have consolidated our UK sales force teams 
into a single customer facing unit and successfully launched 
“grouphomesafe” as the new umbrella brand for our UK Building 
Products business. These initiatives have been well received by both 
customers and employees and have generated incremental sales 
during the second half of the year for the Group. 2010 has also seen 
an increased focus on improving our customer service within the UK 
market, as we seek to differentiate ourselves from the competition 
by setting industry leading standards for delivery on time and in full.
Our composite door business, which is principally focused on 
the social housing market, experienced a significant decrease in 
demand during the second half of 2010 and was loss making 
across the year as a whole. Demand for composite doors within 
the social housing market is expected to continue to weaken into 
2011. In 2010, actions were taken to reduce the cost base, flex 
labour in line with sales, streamline manufacturing processes, 
improve customer service levels and redirect the sales focus into 
building an increased share of the growing trade and retail 
composite door markets. The composite doors business has now 
been fully integrated into the wider grouphomesafe business and 
this should assist the business to access the grouphomesafe 
customer base. Taken together, these measures mean that the 
composite door business is much better positioned to cope with 
the structural changes seen in its end markets and we expect an 
improved performance from the business in 2011.
Double Locking Nightlatch
Designed to replace most existing front door 
locks, it has been designed with an ergonomic 
internal locking handle offering added security 
against forced entry. The main 
lock bolt is “automatically” 
deadlocked when the door is 
closed, preventing the main 
bolt being retracted by a 
credit card.
Ventrolla help Sarah Beeny restore the windows at her Grade 
II listed Georgian Mansion
As part of the Channel Four series “Beeny’s Restoration Nightmare” 
Ventrolla, our sash window renovation business, renovated over 100 
windows in her Grade II listed Georgian mansion Rise Hall, including 
one large window spanning two floors. Sarah said: “Ventrolla were 
the first port of call when I needed to complete the huge task of 
restoring all the windows at Rise Hall. Having worked with them 
previously I knew they would work wonders on improving both the 
look and energy efficiency of the windows.” 10
Lupus Capital plc
Annual Report & Accounts 2010
Business review ⁄
International Building Products
Our International Building Products division, which goes to market 
under the Schlegel brand, has seen sales increase in 2010 
compared with the corresponding period last year, with 
encouraging increases in demand in Australasia, South America, 
Scandinavia and Eastern Europe, tempered by weaker demand for 
products in Southern Europe. The geographic mix of the sales 
growth, combined with high levels of operational gearing, 
enhanced the division’s overall margins. 
 
During the year our continued focus on cross selling opportunities 
achieved some notable successes in our Australian operation. 
Demand was also boosted by Australian government incentives for  
first time buyers. The strength of the Australian dollar reduced 
import costs and increased the translated results of the 
Australian operation. 
We have also bolstered our presence in South America with the 
expansion of our Brazilian sales office, which is starting to generate 
revenues and gain market share, and is being used as a base to 
target other South American markets. 
In Europe we are rolling out the same CRM system that has been 
successfully established in the UK, which will help to focus and 
enhance our customer facing service and cross selling 
opportunities across Europe.
Oil Services
Our oil services division comprises the Gall Thomson and Klaw 
businesses. Gall Thomson Environmental, is the world’s leading 
supplier of marine breakaway couplings (“MBCs”) and, through its 
KLAW subsidiary, is a supplier of industrial couplings including 
quick release and breakaway couplings. 
Gall Thomson generated an increase in sales of 9.2 per cent. 
across the year as a whole and improved margins due to increased 
sales of the higher margin MBC product. As expected, an increase 
in deferred orders and delayed shipments in the second half 
lowered the overall growth for the whole year from the exceptional 
growth generated in the first half.
Enquiry levels and order intake in both businesses was very strong 
towards the end of the year and has continued into 2011.
Saracen HS Window lock
The Saracen HS Shootbolt 
system combines strength and 
durability with exceptional security 
and performance. The combination 
of a robust central gearbox with twin 
mushrooms, bi-directional bolts and 
roller cams offer the ultimate in 
window security.
KLAW Marine Breakaway 
Couplings are designed 
specifically to be installed 
within a hose string, where the 
coupling would have a length 
of hose attached to both sides. 
Typical applications include 
ship to offshore platform, and 
ship to ship product transfer 
operations. 11
Lupus Capital plc
Annual Report & Accounts 2010
We had a vision that our eight autonomous UK units should be 
combined into one market leading group embracing our eight 
market leading brands. Each brand commands either first or 
second position in the UK market, but operated entirely 
independent of each other under local managers. The vision 
was to combine the 30 strong unit sales people into one 
cohesive sales team all selling all of the brands, leveraging our 
individual brand strength to sell other group brands to our loyal 
customer base.
In February 2010 we launched an all new business, 
grouphomesafe comprising ERA, ESH, Homesafe, EWS, 
Linear, Schlegel, Securidor, and BalanceUK. Ventrolla, our sash 
window renovation market leader, remains an autonomous 
brand through its independent strength in both the retail and 
architectural sash window community.
The sales people were transferred into grouphomesafe and 
trained on all the group brands. Salesforce.com, the leading 
global CRM cloud software, and Phocas, a clever business 
information tool, provide real time sales, orders, OTIF 
performance, gross margin, debtor and inventory information 
for the sales and support teams to better serve their customer.
By June the benefits were already emerging with new business 
wins through cross selling, i.e. selling more brands to existing 
customers.
The software tools enable management and sales people  
alike to view customer sales, orders and OTIF seamlessly  
as if the eight different and diverse local ERP systems were 
one, enabling us to serve and support the customer across the 
entire brand spectrum.
Essential to the launch of grouphomesafe was a brand 
management project, revitalising and redesigning all the UK 
websites, providing a shop window through which to promote 
our strong brands. A Homesafe retail door portal incorporating 
a configurator was introduced. Schlegel seals and ERA locks, 
door and window hardware technical information and drawings 
are available to download to help designers and specifiers make 
informed choices. New brand brochures and marketing material 
support the sales team in promoting the grouphomesafe vision.
grouphomesafe treat the UK market as two distinct segments, 
OEM and Distribution, each headed by a sales director. OEM 
serves the window and door makers supplying every 
component the window and door maker needs, even 
manufacturing and supplying the finished door itself making 
grouphomesafe the UK’s strongest, biggest and most 
comprehensive supplier. Distribution serves DIY retailers such 
as B&Q and Wickes, builder’s merchants such as Travis 
Perkins and Howden, and locksmiths. Through the Securidor & 
Homesafe brands we serve the social housing replacement 
entrance door market both directly with housing associations 
and local authorities, and through main contractors and 
maintenance providers.
In 2010 grouphomesafe increased sales 10% by cross selling 
to the top 50 OEM and Distribution customers.
Case study:
grouphomesafe 12
Lupus Capital plc
Annual Report & Accounts 2010
Principal risks and uncertainties ⁄
Risk description ⁄
The overall growth and demand for the Group’s products is 
subject to the usual drivers of construction activity (i.e. general 
economic conditions, interest rates, business/consumer 
confidence levels, unemployment, population growth etc). This 
demand can be unpredictable and the Group has a low visibility 
of future orders from its customers. During any economic 
downturn customers and competitors may apply pressure to 
prices and this pressure can lead to lasting changes in terms of 
pricing policies, delivery capabilities and market expectations. 
Mitigation ⁄
The geographic spread of our business and our ability to flex 
our cost base helps to mitigate some of this risk. 
Risk description ⁄
The Group may face significant competition, both actual and 
potential, including competition from global competitors which 
have large capital resources, in the provision of similar goods 
and services to those which are provided by the Group. 
Competition in the industry is based upon: range and quality of 
services offered, geographical reach, reputation and client 
relationships. Aggressive pricing from our competitors could 
cause a reduction in our revenues and margins.
Mitigation ⁄
Some of our markets are relatively concentrated with two or 
three key players, while others are highly fragmented and offer 
significant opportunities for consolidation and penetration. 
Furthermore the Directors believe that, in view of its range of 
products, focus on setting industry leading standards for 
delivery on time and in full, geographical spread, strategic focus 
and reputation, the Group can compete effectively with its 
competitors. We aim to minimise the impact of aggressive 
pricing by competitors through a low cost manufacturing 
strategy supported by our programmes of continuous process 
improvements and building long-term relationships with our 
customers based on value, quality, service and added value 
technical support.
Risk description ⁄
The success of the Group will, to some extent, be dependent 
on the continuation of satisfactory commercial relationships with 
the major customers of the Group.
Mitigation ⁄
The Group aims to build long-term relationships with our 
customers based on value, quality, service and added value 
technical support. The Group has a well diversified customer 
base. The top ten customers account for less than 25% of total 
Group sales.
Market conditions
Competitors
Loss of major customers 13
Lupus Capital plc
Annual Report & Accounts 2010
Risk description ⁄
The Group’s future success is substantially dependent on the 
continued services and performance of its executive Directors 
and senior management and its ability to continue to attract and 
retain highly skilled and qualified personnel. 
Mitigation ⁄
To reinforce the Company’s strategy to motivate and retain key 
individuals, the Remuneration Committee, with the help of 
outside consultants, has recently revamped remuneration 
packages offered to executive Directors and key senior 
management. This now incorporates a significant element of 
performance related remuneration to align executive interests 
with those of shareholders. A key element of this was the 
introduction of the Lupus Capital Long Term Incentive Plan in 
November 2010. 
Risk description ⁄
The Group operates on a global basis and is therefore exposed 
to transactional and translational foreign exchange risk against 
Sterling. The Group is also exposed to interest rate risks, 
liquidity and credit risks.  
Mitigation ⁄
The Group denominates some of its debt in foreign currency to 
match some of its exposure to the translational balance sheet 
risks associated with overseas subsidiaries. Ancillary bank 
facilities are available to manage some of the foreign exchange 
transactional risks and interest rate exposure through the use of 
derivative financial instruments. The Group maintains adequate 
cash balances and credit facilities based on forecasts of 
expected cash flow. Further information on these risks is given 
in note 18 to the Group’s financial statements.
Risk description ⁄
The raw materials used in the Group’s businesses include 
commodities that experience price volatility (such as oil 
derivatives, steel, aluminium and zinc) caused by changes in 
supply and demand, and commodity market fluctuations. The 
Group’s ability to deliver according to market demands 
depends in large part on obtaining timely and adequate 
supplies of components and raw materials on competitive 
terms. Failure by any of the Group’s suppliers could significantly 
limit the Group’s sales and increase its costs. 
Mitigation ⁄
The Group looks to minimise these risks through strong 
long-term relationships with suppliers, economies of 
purchasing, multiple suppliers and inventory management. In 
addition the Group will seek to increase the price of its products 
or apply surcharges to its customers to recover unavoidable 
input cost increases.
Key executives and personnel
Financial risks
Raw material costs and supply chain failures 14
Lupus Capital plc
Annual Report & Accounts 2010
Corporate social   ⁄
 responsibility report
The Company, being quoted on AIM, is not required to comply  
with the provisions of the Combined Code. Nevertheless, the 
directors acknowledge the importance of corporate social 
responsibility reporting and have chosen to make the following 
voluntary disclosures:
Lupus considers that minimising its impact on the environment, 
and ensuring that it has a positive interaction with its employees 
and the local communities it has a presence in, to be important 
factors in its success.
Health and safety
The Board is committed to providing a clean, healthy and safe 
working environment and accepts collective responsibility for 
health and safety management. The Board considers this to  
make good business sense and regards it as a duty owed to  
its stakeholders. The Chief Executive is the Board member 
responsible for the Group’s Health and Safety performance  
and through the divisional management, the operational 
management of each individual operating unit is responsible for 
their own Health and Safety performance. Standards for health 
and safety vary widely across the countries where the Group 
operates. As a minimum, the standards adopted are those 
required by law but the policy is to seek to exceed these where 
there is a demonstrable benefit.
The profile of the importance of safe working practices has  
been increased throughout the Group, with details of accidents, 
potentially serious hazards and remedial or preventative measures 
taken being shared between all sites. A Health and Safety  
Report is made by the Chief Executive Officer to the Board at  
each of its meetings.
It is essential that all employees are made aware of the importance 
to the Group of health and safety issues and ensure that the 
working environment is as safe as practical. Local management 
are tasked with creating a Health and Safety management  
system which:
•	 i d e n t i f i e s	a n d	a s s e s s e s	r i s k s ;
•	 t a k e s	a c t i o n s	t o	r e d u c e	r i s k s ;
•	 d e v e l o p s	s a f e	wo r k i n g	p r a c t i c e s ;	a n d
•	 e m p h a s i s e s	t r a i n i n g	a n d	d e v e l o p m e n t .
As part of this management system each location is internally 
audited, corrective actions are identified and a plan is put in place 
to address deficiencies raised.
The Group requires that the causes of all accidents, dangerous 
incidents and near-miss situations are promptly and thoroughly 
investigated. A range of investigatory procedures are used to 
achieve this with the intended purpose of avoiding or reducing the 
risk of repetition. 
Operations representing over 53% of the value of total Group sales 
in 2010 have achieved accreditation for OHSAS 18001 (Health and 
Safety) or for OSHA SHARP (the Safety & Health Achievement 
Recognition Program run by the Occupational Safety & Health 
Administration of the United States Department of Labor (“OSHA 
SHARP”)). Most of the other operations in the Group have 
programmes in place with the objective of achieving accreditation.
Ethics
The Group aims to act responsibly and with integrity, respecting 
the laws and regulations of all the countries within which it 
operates as well as internationally accepted standards of 
responsible business conduct. The Group requires high standards 
of professional and ethical conduct from all employees and 
directors. Every business within the Group is expected to operate 
with policies and procedures which are consistent with the Group’s 
values and standards. In all dealings, all employees and other 
persons acting on behalf of the Group are expected to:
•	 e n g a g e	i n	h o n e s t	a n d	e t h i c a l	c o n d u c t ,	i n c l u d i n g	t h e	a v o i d a n c e	
a n d	r e p o r t i n g	o f	a n y	c o n f l i c t s	o f	i n t e r e s t ;
•	 m a i n t a i n	 e f f e c t i v e	 p r o c e d u r e s	 t o	 p r e v e n t	 c o n f i d e n t i a l	 i n f o r m a t i o n	
b e i n g	m i s u s e d	o r	u s e d	f o r	p e r s o n a l	g a i n ;
•	 a d v a n c e	t h e	l e g i t i m a t e	i n t e r e s t s	o f	t h e	G r o u p ,	h a v i n g	r e g a r d	t o	
t h e	G r o u p ’ s	v a l u e s	a n d	s t a n d a r d s ;
•	 c o m p l y	w i t h	a l l	a p p l i c a b l e	l aw s	a n d	r e g u l a t i o n s	i n	e v e r y	c o u n t r y	
i n	w h i c h	t h e	G r o u p	o p e r a t e s ;
•	 m a i n t a i n	a	h e a l t h y	a n d	s a f e	wo r k i n g	e n v i r o n m e n t	f o r	e m p l o y e e s	
t o	wo r k	i n ;
•	 t r e a t	c u s t o m e r s	f a i r l y ,	o p e n l y	a n d	h o n e s t l y ;
•	 b e	i n t o l e r a n t	o f	d i s c r i m i n a t i o n	o r	h a r a s s m e n t	o f	a n y	k i n d ;
•	 m a i n t a i n	h i g h	s t a n d a r d s	o f	i n t e g r i t y	i n	 b u s i n e s s	r e l a t i o n s h i p s	
w i t h	s u p p l i e r s ;	a n d
•	 e n c o u r a g e	t h e	u s e	o f	t h o s e	s u p p l i e r s	w h o	o p e r a t e	w i t h	v a l u e s	
and standards equivalent to those of the Group.
Employees
Training and Development
Employees are provided with training in order to give them the 
necessary skills to perform their duties and where appropriate to 
develop those skills and progress their career. The Group invests in 
a range of development activities including NVQs and 
apprenticeship schemes and supports other professional and 
technical training.
Customers and Suppliers
The Group seeks to be honest and fair in its relationships with 
customers and suppliers, to provide customers with standards of 
product and service that have been agreed and to pay suppliers 
and sub-contractors on agreed terms. It is Group policy to 
maintain accreditation to the quality management standard ISO 
9001 and encourage operating units to gain accreditation to any 
specific standards required by the markets served. Currently 
operating units with 91 per cent. of the Group’s turnover have ISO 
9001 accreditation.
Community
The Board encourages and supports initiatives by operating units 
to engage with their local community. Operating units and their 
staff participate in a variety of local activities including projects with 
local schools and charity events. The Group policy on donations is 
to support local educational and charitable causes, and in 
particular those where employees and their families are involved in 
the fund raising. 15
Lupus Capital plc
Annual Report & Accounts 2010
Amesbury continues to be a leader in its communities as well 
as its industry with regard to the focus and responsibility of 
reducing its carbon footprint. 
Accomplishments achieved over the past year include the 
following: 
Recycled & reused in production:
•	 1 6 5 , 1 8 8	l b s.	o f	r e c y c l e d	c o r r u g a t e d
•	 2 0 , 6 8 9	l b s.	o f	r e c y c l e d	p a p e r
•	 8 9 8 , 5 7 4	l b s.	o f	r e p e l l e t i z e d	p l a s t i c s	
Recycled (not in landfills):
•	 5 1 5 , 2 4 2	l b s.	o f	d i e	d r o o l
•	 2 0 , 2 0 0	l b s.	o f	p o l y p r o p y l e n e
•	 5 7 , 3 0 0	l b s.	o f	p o l y e t h y l e n e
•	 6 2 , 0 0 0	l b s.	o f	s t e e l
•	 1 5 , 0 0 0	l b s.	o f	s t a i n l e s s	s t e e l
•	 3 , 4 0 0	l b s.	o f	b r a s s
In 2010, an initiative was established to reduce significantly 
electrical consumption at each facility. It was determined that 
by replacing existing lighting with energy efficient lighting, 
there would be an annual reduction of 1,519,644 Kilowatts. 
This project will reduce Carbon Dioxide by 1,010.1 tons, 
Sulphur Dioxide by 4.0 tons, and Nitrogen Oxide by 1.5 tons 
per year. By removing these pollutants from the air, we had 
the same effect on the environment as planting 279 acres of 
trees, removing 245 cars from the road each year, saving 
2,987 barrels of oil per year, or saving 125,448 gallons of 
gasoline per year.
Case study: Green initiatives at 
the Amesbury Group
The Environment
The Board recognises its responsibilities as a manufacturing 
concern to continue to reduce the environmental impact of its 
factories. In addition the Group aims to develop and supply 
products to help customers meet their own environmental 
objectives and the demands of their customers and of government.
The most significant areas of environmental impact associated with 
the Group’s operations are energy consumption, waste to landfill, 
the use of outer packaging and transport.
•	 P r o c e s s	D e v e l o p m e n t :	t h e	G r o u p	s e e k s	t h r o u g h	i n t e r n a l	
developments and investment to reduce the resource 
consumption of manufacturing sites. The re-use of waste is 
encouraged across the Group.
•	 E n e r g y	C o n s u m p t i o n :	t h e	G r o u p	c o n t i n u e s	t o	i n v e s t	i n	e n e r g y	
efficiency measures such as lighting and improved heating and 
cooling systems.
•	 W a s t e	t o	L a n d f i l l :	t h e	G r o u p	a c t s	t o	m i n i m i s e	t h e	a m o u n t	o f	
waste sent to landfill by selling for recycling any waste that 
cannot be used internally.
•	 O u t e r	P a c k a g i n g	a n d	T r a n s p o r t :	t h e	G r o u p	m i n i m i s e s	t h e	u s e	o f	
outer packaging where appropriate and encourages the use of 
returnable outer packaging formats. The Group reduces the 
environmental impact of transport through vehicle efficiency 
measures such as improved load fill, reductions in empty 
running and route optimisation.
In developing new products, the Group aims to minimise the 
environmental impact and maximise energy efficiency and the 
potential for recycling, while continuing to meet the performance 
and customer requirements. The increasing dangers from climate 
change and rising fuel costs are making the specification of 
thermally efficient products imperative. The Group monitors 
developments in alternative materials and production processes 
which may reduce the environmental impact of its products. 
The Group is committed to the introduction of environmental 
management systems such as ISO 14001. Currently five of the 
Group’s manufacturing sites have achieved accreditation to the 
environmental management systems standard ISO 14001. 16
Lupus Capital plc
Annual Report & Accounts 2010
Board of Directors ⁄
Les Tench, 
Non-Executive Director
Les Tench (aged 65) has considerable experience in building 
products, having joined CRH plc in 1992 where from 1998 until his 
retirement in December 2002 he was Managing Director of CRH 
Europe – Building Products. He was also a Non-Executive Director 
of the privately owned family business Shepherd Building Group 
Limited (Construction and Engineering, Manufacturing and Property 
Development) from 1994 until 2004 and was Non-Executive 
Chairman of SIG plc from 2004 until January 2011.
 
Mr Tench is currently a Non-Executive Director of Norcros plc.
Martin Towers,
Non-Executive Director
Martin Towers (aged 58) was Chief Executive of Spice plc until its 
sale to Cinven in December 2010. Previously, he was Group Finance 
Director of Kelda Group plc from 2003 until February 2008. 
Mr Towers is a fellow of the Institute of Chartered Accountants in 
England and Wales and began his career with Coopers & Lybrand 
(now PricewaterhouseCoopers) before moving to the retailer, Ward 
White Group plc. He has served as Group Finance Director of 
McCarthy & Stone plc, The Spring Ram Corporation plc and Allied 
Textile Companies plc. He was a Non-Executive Director of 
Homestyle Group Plc from 2004 to 2006.
Mr Towers is currently a Non-Executive Director of KCOM Group 
PLC and RPC Group plc.
Jamie Pike, 
Non-Executive Chairman
Jamie Pike (aged 55) was Chief Executive of Foseco plc, an 
international business serving the foundry and steel making 
industries, until its acquisition by Cookson Group plc in April 2008. 
He led the buy-out of Foseco from Burmah Castrol in 2001, which 
culminated in flotation on the main market in 2005. Mr Pike was 
educated at Oxford, holds an MBA from INSEAD and is a Member 
of the Institute of Mechanical Engineers.
His early career was as a consultant with Bain and Co and A T 
Kearney before joining Burmah Castrol in 1991. He rose to Chief 
Executive of Burmah Castrol Chemicals before leading the Foseco 
buy-out. He has previously been a Non-Executive Director of two 
FTSE 250 companies, RMC Group plc and Kelda Group plc. Mr 
Pike is also Chairman of RPC Group PLC, MBA Polymers Inc. and 
the Defence Support Group.
Louis Eperjesi, 
Chief Executive Officer
Louis Eperjesi (aged 49) was appointed to the Board in February 
2010. Mr Eperjesi has an extensive and successful track record in 
the building materials and manufacturing sectors, most recently at 
Kingspan Group Plc, the international building products business, 
where he was an executive director on the main board and 
Divisional Managing Director of Kingspan Insulated Panels, the 
Group’s largest division. 
Prior to joining Kingspan, Mr. Eperjesi held a range of senior 
management positions at subsidiaries of Baxi Group plc, Redland 
plc, Lafarge and Caradon plc.
James Brotherton, 
Chief Financial Officer
James Brotherton (aged 41) joined Lupus as Head of Corporate 
Development in 2004. He was previously a Director in the 
Investment Banking Division of Citigroup, having also worked for 
HSBC and Ernst and Young. He is a Chartered Accountant. 
Mr Brotherton was appointed as Chief Financial Officer of Lupus in 
May 2010.
L-r: James Brotherton, Les Tench, Louis Eperjesi, Jamie Pike and Martin Towers.  Corporate governance &  ⁄
Financial statements
17
Lupus Capital plc
Annual Report & Accounts 2010
In this section
18 Directors’ report 
20 Corporate governance
23 Directors remuneration report
29 Independent auditors’ report
30  Consolidated income statement
31  Consolidated statement of comprehensive income
31  Consolidated statement of changes in equity
32 Consolidated balance sheet
33 Group cash flow statement
34 Notes to the financial statements
60 Independent auditor’s report
61 Company balance sheet
62 Notes to the company financial statements
65  Advisers
65 Definitions
65 Roundings
65 Exchange rates
66 Notice of Annual General Meeting
71 Form of proxy 18
Lupus Capital plc
Annual Report & Accounts 2010
Directors report ⁄
Review of the business
The review of the business is set out on pages 8 to 11. 
Principal activities 
The Company is a holding company. The principal activities of the Group are unchanged from last year and is a leading 
international supplier of building products to the door and window industry and the world’s number one manufacturer of marine 
breakaway couplings.  
Future developments 
The statement by the Chairman and Chief Executive Officer set out on pages 4 to 7 contains details of the progress of the Group 
during the year together with an indication of future developments. 
Results and dividends 
The Group profit for the year after taxation amounted to £7,047,000 (2009: £413,000). 
No dividends were paid in the financial year (2009: Nil). The Board is recommending a final dividend of 2.0 pence per ordinary 
share (2009: Nil) to be paid on 7 June 2011, subject to approval at the forthcoming Annual General Meeting of the Company, to 
shareholders on the register on 3 May 2011. The ex-dividend date will be 27 April 2011.
The Board 
The directors who have held office during the last financial year and in the subsequent period to the date of this report are listed 
on page 16. Mr Taylor, Mr Jackson and Mr Tate, who were directors of the Company, stepped down from the Board on 22 
January 2010. In addition Mr Mulhall and Mr Felton-Smith were also directors of the Company until they retired from the Board on 
31 March 2010 and on 7 May 2010 respectively. Mr Eperjesi joined the Board on 22 February 2010 and Mr Brotherton joined the 
Board on 28 May 2010. 
Except for their shareholdings, the non-executive directors are entirely independent. There were no contracts subsisting during or 
at the end of the year in which a director was or is materially interested. The Company maintains a policy of insurance against 
directors’ and officers’ liabilities.
 
A description of the Board’s method of operation, its work during the year and that of its committees, is given in the report on 
Corporate Governance on pages 20 to 22. 
Re-election of directors 
Mr Brotherton having been appointed by the Board since the last Annual General Meeting, will seek re-election at the Annual 
General Meeting. In accordance with best practice, the Board have agreed that each Director will voluntarily offer themselves for 
re-election at each Annual General Meeting that they are not required to retire from office. Accordingly, Mr Pike, Mr Eperjesi, 
Mr Tench and Mr Towers will voluntarily offer themselves for re-election at the 2011 Annual General Meeting.
New Long Term Incentive Plan
The Lupus Long Term Incentive Plan was described in the circular dated 10 November 2010 and approved by shareholders at the 
General Meeting on 30 November 2010. It is a new scheme, unrelated to the 2004 arrangements and the Board have resolved 
that no further awards will be made under either the 2004 or 2008 incentive plans. The details of Awards to directors under this 
Plan are given in the Directors’ Remuneration Report on page 23. 
Purchase of the Company’s own shares
No resolution concerning the purchase of the Company’s own shares was put forward at the AGM on 28 May 2010 and no shares 
were purchased by the Company during the year ended 31 December 2010. 
It is expected that the requirements of the Lupus Long Term Incentive Plan, outlined above, may be met by the purchase of shares 
in the market. Although these requirements are not imminent, the directors believe that the Company should now obtain a fresh 
authority for this purpose. They therefore propose resolution 13 to obtain authority to make market purchases up to the date of the 
AGM in 2012. The authority will be limited to 14.99% of voting shares in issue (that is, excluding shares held in Treasury). 
Resolution 13 is proposed as a special resolution, in accordance with best practice.
Auditors 
In accordance with section 489 of the Companies Act 2006, an ordinary resolution to re-appoint Grant Thornton UK LLP as 
auditors will be proposed at the Annual General Meeting; this is item 8 in the Notice of Meeting. 
Directors’ Remuneration
The Company, being quoted on AIM, is not required to comply with the Directors’ Remuneration Report Regulations 2002 or the 
disclosure provisions of Schedule 7A of the Companies Act 1985 and the UKLA Listing Rules. Nevertheless, the Company has 
chosen to present a report on directors’ remuneration on pages 23 to 28. The directors have also determined, on a voluntary 
basis, that this report should be submitted to shareholders for their approval. This is resolution 10 in the Notice of Meeting. 19
Lupus Capital plc
Annual Report & Accounts 2010
Allotment of shares
Shareholders passed resolutions to authorise the directors to allot shares and, within certain limitations, to do so free from 
pre-emption rights at the Annual General Meeting held on 28 May 2010. 
The directors’ authority to allot shares does not expire until 1 May 2015, whereas the disapplication of pre-emption rights is only 
effective until the conclusion of the Company’s 2011 AGM. The directors believe that the Company’s proceedings will be more 
transparent if they seek renewed authority to allot at the same time as they seek authority to disapply pre-emption rights.
Therefore, the Notice of Meeting includes resolution 11, which will authorise the directors to allot shares (subject to specified limits) 
until 1 May 2016, and resolution 12, a special resolution, which will authorise the directors to disapply pre-emption rights (in certain 
circumstances and subject to specified limits) until the conclusion of the Company’s 2012 AGM. 
Substantial shareholders 
In addition to the holdings of the directors described in the Directors Remuneration Report, at the latest practicable date before 
publication of this report the Company had been notified of, or had identified, the following direct or indirect interests comprising 
3% or more of its voting share capital (the issued share capital less shares held by the Company in Treasury):
Ordinary shares %
Aviva 18,151,556 13.98
F & C Asset Management 16,158,580 12.44
Standard Life 14,384,891 11.08
Mr G Hutchings 14,300,417 11.01
Polar Capital 8,886,077 6.84
SVG Investment Managers 7,137,808 5.50
Schroder Asset Management 6,405,188 4.93
EPIC 4,261,791 3.28
Creditors payment policy 
Group operating companies are responsible for agreeing the terms and conditions under which business transactions with their 
suppliers are conducted. It is Group policy that payments to suppliers are made in accordance with all relevant terms and 
conditions. Creditor days for the Group have been calculated at 64 days. 
Financial risk management
A statement on the financial risk management objectives, policies and other matters in relation to the use of financial instruments is 
set out in note 18 in the notes to the Group financial statements.
Safety, health and the environment 
The Board recognises that the highest standards in safety, health and environmental issues are an essential part of sound 
business practice. The Board is committed to improving the impact on the environment from any of its operations and to 
incorporating the principles of sustainable development. A full description of the Group’s policies with respect to health and safety 
and the environment are given in the Corporate social responsibility report on page 14.
Employees
The Group’s excellent performance would not be possible without employees of the highest calibre with the motivation to perform 
to their full potential. The Group operates on a decentralised structure, reflecting the organisation of the Group. This underscores 
our belief that localised teams, operating under common principles, are best equipped to deal with the varying cultures, operating 
structures and geographic locations that exist in the Group. 
Each operating entity in the Group is encouraged to implement comprehensive employment policies designed to motivate 
employees and to determine ways in which their knowledge and skills can best contribute towards the success of the business.
Employee involvement and communication programmes continue to be developed that are designed to provide equal opportunity 
to all, irrespective of sex, race, religion or colour. Each company in the Group endeavours to provide equality of opportunity in 
recruiting, training, promoting and developing the careers of disabled people.
Going concern 
The Board believes it is appropriate to continue to adopt the going concern basis in preparing the annual report and accounts, as 
stated in the Basis of Preparation note on page 34.
By order of the Board 
Cavendish Administration Limited 
Company Secretary 
23 March 2011
Company registration number: 3846926 20
Lupus Capital plc
Annual Report & Accounts 2010
Corporate governance ⁄
The Company, being quoted on AIM, is not required to comply with the provisions of the Combined Code. Nevertheless, the 
directors acknowledge the importance of the Principles set out in the Combined Code issued by the Financial Reporting Council, 
and have put in place a framework for corporate governance which they believe is appropriate for the Company. They have 
chosen to make the following voluntary disclosures:
The Board 
Board composition 
The Board comprises two executive and three non-executive directors. 
During the year ended 31 December 2010 there were a number of changes to its personnel:
Mr Taylor, Mr Jackson and Mr Tate stepped down from the Board on 22 January 2010. •	
Mr Eperjesi was appointed Chief Executive Officer on 22 February 2010 and joined the Board at the same time. •	
Mr Mulhall stepped down from the Board on 31 March 2010. •	
Mr Felton-Smith stepped down from the Board on 7 May 2010. •	
Mr Brotherton was appointed Chief Financial Officer on 10 May and joined the Board on 28 May 2010. •	
Both Mr Eperjesi and Mr Brotherton are engaged exclusively on the Company’s business and have no outside interests that 
conflict with their responsibilities to the Company. Except for their shareholdings, all non-executive directors are independent. 
How the Board operates 
The Board meets regularly and is responsible for the overall leadership, strategy, development and control of the Group in order to 
achieve its objectives for continued earnings growth and to enhance shareholder value. The Board sets the Group’s strategic 
aims, ensures that the necessary financial and human resources are in place for the Group to meet its objectives, reviews 
management performance and ensures that high ethical standards of behaviour are followed. The Board also ensures that there is 
an effective system of controls to safeguard the Company’s assets and to enable risks to be properly assessed and managed.
The Board has a formal schedule of matters specifically reserved for it and this includes key matters such as approval of the 
Group’s objectives, strategic plans, annual budgets, financial reporting, risk assessment and internal controls, monitoring 
operating and financial performance, capital and legal structure, material capital investments, material contracts and transactions, 
communication with shareholders, Board membership and appointments, directors’ remuneration and contracts, corporate 
governance, Group policies, and delegation of responsibilities. Matters not specifically reserved for the Board are delegated 
to management. 
To enable the Board to discharge its duties, all directors receive appropriate and timely information. Cavendish Administration 
Limited, the corporate Company Secretary distributes briefing papers to all directors in advance of Board meetings. All directors 
have access to the advice and services of the Company Secretary, which is responsible for ensuring that Board procedures are 
followed and that applicable rules and regulations are complied with. The appointment and removal of the Company Secretary is a 
matter for the Board as a whole. In addition, procedures are in place to enable the directors to obtain independent professional 
advice in the furtherance of their duties, if necessary, at the Company’s expense. 
Board meetings 
During the year ended 31 December 2010, the number of Board and Committee meetings held and attended by their members 
was as follows: 
Board Remuneration Committee Audit Committee Nominations Committee
Director
Number of 
meetings
Number 
attended
Number of 
meetings
Number 
attended
Number of 
meetings
Number 
attended
Number of 
meetings
Number 
attended
Jamie Pike 10 10 2 2 3 3 1 1
Louis Eperjesi 8 8 0 0 0 0 0 0
James Brotherton 5 5 0 0 0 0 0 0
Martin Towers 10 9 2 2 3 3 1 1
Leslie Tench 10 8 2 2 3 2 1 1
Paul Felton-Smith 3 3 0 0 0 0 0 0
Denis Mulhall 3 3 0 0 0 0 0 0
Michael Jackson 1 0 0 0 0 0 0 0
Roland Tate 1 1 0 0 0 0 0 0
Keith Taylor 1 1 0 0 0 0 0 0
Re-election of directors 
All directors are subject to re-election by the shareholders at Annual General Meetings at a maximum interval of three years. The 
Articles of Association provide that directors appointed by the Board will be subject to re-election at the first AGM thereafter. In 
accordance with best practice, the Board have agreed that each Director will voluntarily offer themselves for re-election at each 
Annual General Meeting that they are not required to retire from office. 21
Lupus Capital plc
Annual Report & Accounts 2010
Remuneration 
A report on directors’ remuneration is included on pages 23 to 28. 
Board committees 
The Board has formed an Audit and Corporate Governance Committee, a Remuneration Committee and a Nominations 
Committee, each comprised of all independent, non-executive directors. The existence of the committees ensures that time is 
allocated on a formal basis to consider relevant issues. 
Audit and corporate governance committee 
The Audit and Corporate Governance Committee is made up of the non-executive directors and meets at least three times a year. The 
executive directors also attend certain meetings of the Committee. The Committee considers the appointment and fees of the external 
auditors and discusses the scope of the audit and its findings. The Committee is also responsible for monitoring compliance with 
accounting and legal requirements and for reviewing the annual and interim financial statements. This committee was chaired by Mr 
Towers during 2010.
The Audit Committee also reviews any non-audit services provided by the auditors. Such services have been, and are, limited to 
the provision of transaction support services and some tax compliance work and tax advice. The Committee is satisfied that the 
provision of such services does not in any way prejudice the objectivity and independence of the auditor. Professional firms other 
than the auditors also provide tax compliance work and tax advice.
Audit independence 
Under the Ethical Standards issued by the Auditing Practices Board, an audit engagement partner responsible for the audit of a 
listed company normally serves in that role for a period of no more than five years. However, there is scope for audit committees to 
decide that a degree of flexibility over the timing of rotation is necessary to safeguard the quality of the audit. In 2009 the audit 
committee determined that, due to substantial changes occurring at board level, it would be in the interests of audit quality that 
the current audit engagement partner should continue in his role until the completion of the audit of the 2010 accounts. The audit 
committee is satisfied that by the application of safeguards, the extension does not undermine the objectivity and independence 
of the auditor.
Grant Thornton UK LLP has agreed to these extensions, which will bring the total period served by the audit engagement partner 
to seven years, as permitted by the Ethical Standards.
Remuneration committee 
The Remuneration Committee considers and approves the remuneration and benefits of the directors. The Committee also 
determines the remuneration of the members of the Executive Management Committee of the Company and the Company 
Secretary and of the service providers contracted to perform executive functions for the Group as well as long-term share 
incentive and share option schemes for all employees.
The membership and work of the Committee during the year ended 31 December 2010 is described in detail in the Directors’ 
Remuneration Report on pages 23 to 28. 
Nominations committee 
The Nominations Committee identifies and nominates candidates for the office of director of the Company. It meets as and when 
required and is chaired by Mr Pike, except that Mr Pike would not chair the Committee or attend it if it were to consider the 
appointment of a successor Chairman. 
Internal control 
The directors acknowledge that they are responsible for the Group’s system of internal controls and for reviewing the effectiveness 
of those controls. The Board, including the executive directors, reviews the internal control framework on an ongoing basis.
 
Procedures have been developed to safeguard assets against unauthorised use or disposition of assets and to maintain proper 
accounting records to provide reliable financial information both for internal use and for publication. In accordance with the 
guidance of the Turnbull Committee on internal control, the procedures are regularly reviewed in the light of an ongoing process to 
identify, evaluate and manage the significant risks faced by the Company. The process has been in place for the full year under 
review and up to the date of the approval of the annual report and financial statements. The procedures are designed to manage 
rather than eliminate risk and can only provide reasonable and not absolute assurance against material misstatement or loss. 
Relations with shareholders 
Communications with shareholders are given high priority and there is a regular dialogue with institutional shareholders.
 
The Board uses the Annual General Meeting to communicate with private and institutional investors and welcomes their 
participation. Details of resolutions to be proposed at the Annual General Meeting can be found in the Directors’ Report.
  22
Lupus Capital plc
Annual Report & Accounts 2010
The Company has set up a website www.lupuscapital.co.uk which shareholders, investors and other interested parties may access. 
The website permits users to download copies of published financial reports, press releases and Stock Exchange announcements. 
Directors’ responsibilities statement  
The directors are responsible for preparing the Directors’ 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 financial statements in accordance with International Financial Reporting Standards as adopted by the 
European Union (IFRSs) and have elected to prepare the parent company financial statements in accordance with United Kingdom 
Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable laws). 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 
and 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 judgments and accounting estimates that are reasonable and prudent; •	
state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained •	
in the financial statements; and
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 enable them to ensure 
that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the 
company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. 
In so far as each of the directors is aware: 
there is no relevant audit information of which the company’s auditor is unaware; and •	
the directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and •	
to establish that the auditor is aware of that information.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the 
company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may 
differ from legislation in other jurisdictions. 
Corporate governance  ⁄ continued 23
Lupus Capital plc
Annual Report & Accounts 2010
The Remuneration Report is presented to shareholders by the Board and sets out the remuneration policy and details of the 
remuneration of each Director. The report has been prepared in accordance with the provisions of the Companies Act 2006 
(the “Act”) and the AIM Rules for Companies as issued by the London Stock Exchange. 
A resolution to approve this report will be proposed at the Company’s Annual General Meeting on 27 May 2011.
Remuneration committee
The Remuneration Committee of the Board comprises all non-executive directors of the Company. The executive directors may, 
by invitation, attend meetings and provide advice to the Committee, except when their own remuneration is discussed. During 
2010 the Committee was chaired by Mr Tench and met twice. 
The Remuneration Committee is responsible for: 
setting, reviewing and recommending to the Board for approval the Company’s overall remuneration policy and strategy; •	
determining and reviewing the terms of appointment and the remuneration arrangements of the executive directors of •	
the Company; 
determining and reviewing the terms of appointment and the remuneration arrangements of the members of the Executive •	
Management Committee of the Company; and
approving the rules, and launch, of any Company share, share option or cash-based incentive plan, and the grant, award, •	
allocation or issue of shares, share options or payments under any such plan.
During the year Kepler Associates were engaged by the Committee to provide it with independent remuneration advice. Kepler 
Associates did not provide any other services to the Company other than remuneration advice.
Following a number of changes to the Board of Directors of the Company, the Remuneration Committee undertook a review of 
senior executive remuneration arrangements, in conjunction with its independent adviser, Kepler Associates, to ensure 
remuneration arrangements align executive interests with those of shareholders, reinforce the Company’s strategy and motivate 
and retain key individuals. As a result of the review and following consultation with the Company’s principal shareholders and 
shareholder representative bodies, the Directors proposed the introduction of a new long term incentive plan. At a General 
Meeting of the Company on 30th November 2010, shareholders passed resolutions to authorise the Directors to establish the 
Lupus Capital Long Term Incentive Plan (the “LTIP”). 
Remuneration policy 
Non-executive Directors
The Board as a whole determines the remuneration of non-executive directors based on the recommendations of the Executive 
Directors and comparison with other companies of a similar size and sector. Non-executive directors do not participate in any 
bonus or share-based incentive schemes. 
Executive Directors
The Remuneration Committee considers the need to attract, retain and motivate executive directors and senior management in 
determining appropriate remuneration policies and packages. It also takes into account the internal pay and benefits practice and 
employment conditions both within the Group as a whole and within the particular national context. External comparisons examine 
equivalent roles in similar companies taking into account their size, business complexity, international scope and relative 
performance. Consideration is also given to the risks arising from market comparisons and inappropriate performance criteria.
The Remuneration Committee has reviewed the remuneration policy during the year and has continued to give particular consideration 
to the issue of performance related remuneration and the provisions contained within Section D of the UK Corporate Governance 
Code that the performance related element should form a significant proportion of the remuneration package of executive directors. 
The adoption of the LTIP in November 2010 enabled progress to be made towards increasing performance related remuneration as a 
proportion of executive directors’ total remuneration and compliance with the UK Corporate Governance Code. 
Remuneration 
The current remuneration package for the Executive Directors comprises fixed and variable components. The variable 
components are the performance related incentive arrangements referred to in detail below. 
Directors remuneration report  ⁄ 24
Lupus Capital plc
Annual Report & Accounts 2010
Target Stretch
 Fixed 60%
 Performance 
related 40%
 Fixed 37%
 Performance 
related 63%
Executive Directors remuneration 2010
Target assumes that bonus of 50% of base salary is earned and that 25% of the Lupus shares awarded under the LTIP in respect of 2010, based on a market value of £1.11276 at 
31 December 2010, vest. Stretch assumes that bonus of 100% of base salary is earned and that 100% of the Lupus shares awarded under the LTIP in respect of 2010, based on 
a market value of £1.11276, vest.
The key components of the remuneration of executive directors are set out below:
Salary
Salaries are reviewed annually by the Remuneration Committee, although not necessarily increased. This review takes into 
account an individual’s responsibilities, abilities, experience, performance, market competitiveness and pay and conditions in the 
relevant countries across the Group as described above.
During the year, the Remuneration Committee reviewed executive director salaries and determined that, with effect from 1 January 
2011, Louis Eperjesi and James Brotherton’s annual salaries (comprising base salary plus an allowance in lieu of pension and 
benefits) would be increased by 2.5% to £307,500 and £205,000 respectively. 
Performance related remuneration
Annual bonus
The Remuneration Committee has introduced the following annual bonus framework for Executive Directors for 2010:
target and maximum annual bonus opportunities of 50 per cent. and 100 per cent. (respectively) of base salary, 70 per cent. •	
based on the underlying group profit before tax and 30 per cent. based on free cashflow; and
50 per cent. of bonus amounts will be converted into ordinary shares in the capital of the Company under the terms of the •	
recently introduced Deferred Share Bonus Plan and released after three years.
Based on the performance for 2010 against the underlying Group profit before tax and the free cash flow targets set, the 
Committee determined that the Chief Executive Officer and the Chief Financial Officer have each achieved a bonus level of 100% 
of their respective base salaries, 50% of which will be paid in cash in March 2011 and 50% will be awarded in the form of nil-cost 
options deferred for three years under the terms of the Deferred Share Bonus Plan.
Under the Deferred Share Bonus Plan, 50% of Executive Director bonuses that would otherwise have been payable will be 
delivered in the form of either conditional share awards or nil-cost options, to strengthen alignment with shareholders’ interests. 
These awards will normally be released (together with dividend equivalents in cash or shares) after three years. In future years 
other key employees may be required to defer a proportion of their bonuses pursuant to the Deferred Share Bonus Plan.
The Lupus Capital Long Term Incentive Plan (“LTIP”)
The LTIP provides for the grant of: (i) performance shares (or nil-cost options); and/or (ii) fair-market value options, vesting on the 
satisfaction of stretching performance criteria over three years (subject to individual and overall limits). The Remuneration 
Committee currently intends that long-term incentive awards will be in the form of nil-cost options; however, the Remuneration 
Committee retains the flexibility to consider other forms of award (such as fair-market value options) for future cycles as it is 
mindful that alternative forms of award remain prevalent in some of the geographies (e.g. the US) in which the Company competes 
for senior executive management.
In recognition of the fact that there have been no long-term incentive arrangements in place during 2010, and to enable a smooth 
transition to annual rolling 3-year LTIP cycles, in December 2010 the Remuneration Committee granted nil or nominal cost options 
over 1,413,000 ordinary shares in the Company to around 50 senior managers, executives and executive directors. In addition, the 
Remuneration Committee will make awards under the LTIP during the summer of 2011 (the “2011 Award”). For subsequent years, 
awards made under the LTIP will generally be made in the period following the announcement of the Company’s full-year results. 
Directors remuneration report  ⁄ continued  25
Lupus Capital plc
Annual Report & Accounts 2010
Performance criteria
The vesting of LTIP awards are subject to stretching performance criteria set by the Remuneration Committee at the start of each 
performance period. 2010 Awards and 2011 Awards will vest, together with dividends foregone, based on 3-year cumulative 
underlying earnings per share (“EPS”) for the financial years 2011 to 2013.
The Remuneration Committee adopts a robust process to setting what it feels are stretching, but achievable, annual and long-
term incentive performance targets. Performance targets are calibrated to be equivalent to at least ‘upper quartile’ performance 
for awards to vest in full and take account of a number of reference points which reflect internal and external expectations, 
including: the latest internal forecasts, broker forecasts for sector comparators, EPS performance zones used in comparator 
long-term incentives, straight-line profit growth consistent with median and upper quartile returns over the next three to five years 
and broker forecast data for the Company.
Underlying EPS is the performance measure that determines vesting of 2010 and 2011 LTIP awards as underlying EPS is well-
aligned with shareholder interests, provides good line-of-sight and is well understood. The Remuneration Committee is committed 
to reviewing the possibility of introducing additional performance measures such as total shareholder return (“TSR”) or cashflow 
(as well as the continuing appropriateness of underlying EPS) in advance of each LTIP cycle. 
Additionally, for awards to vest on underlying EPS, the Remuneration Committee must satisfy itself that the recorded underlying 
EPS is a genuine reflection of the underlying business performance of the Company over the performance period.
Performance criteria: 2010 Awards
The performance criteria for vesting of 2010 Awards is a 3-year cumulative underlying EPS 2011-13 performance range of 38p to 
47p. In summary, if over the 3 financial years 2011 to 2013, cumulative underlying EPS is less than or equal to 38p, no 2010 
Awards will vest; 25 per cent. of 2010 Awards will vest for cumulative underlying EPS of 38p, rising on a straight-line basis to full 
vesting for cumulative underlying EPS of 47p or higher.
Performance criteria: 2011 Awards
Proposed 2011 Awards will also vest on cumulative 3-year underlying EPS for financial years 2011 to 2013. The Remuneration 
Committee will review and revert to its principal shareholders with the EPS targets for 2011 Awards in advance of the anticipated 
grant during the summer of 2011.
Dilution Limit
Generally, it is the intention that LTIP awards will be satisfied through the transfer of existing shares by the Company’s employees’ 
benefit trust unless the Remuneration Committee, in its discretion, feels that a new issue of shares would be more appropriate. In 
the event that LTIP awards are satisfied through new issue shares, the Company will operate within the Association of British 
Insurers’ (“ABI”) guideline dilution limit of 10 per cent. in 10 years for all share-based incentive schemes (excluding awards to the 
former executive chairman granted in 2004 and 2008). Expected dilution should not exceed the 10 per cent. dilution limit, even if 
the awards made to the former executive chairman are taken into account.
The Remuneration Committee has the flexibility to operate outside the ABI guideline of 5 per cent. in 10 years dilution limit for 
discretionary share-based incentive schemes to accommodate LTIP awards for a broader employee population. In managing 
dilution, the Company will nevertheless be mindful of the 5 per cent. in 10 years guideline and will be prudent in managing the flow 
rates, keeping shareholders informed of actual and anticipated dilution levels over time. The 2010 LTIP awards are likely to be 
satisfied through the transfer of existing shares rather than the issue of new shares.
Assuming that all performance targets are met in full, the Remuneration Committee currently envisages that a maximum of 
515,000 of the 1,413,000 shares subject to the 2010 Award (approximately 36.44%) will be satisfied through new issue shares to 
ensure that local trusts, tax and securities laws are complied with in certain overseas jurisdiction.
Shareholding Guidelines
The Remuneration Committee has also adopted shareholding guidelines for Executive Directors. Executive Directors will be 
expected to retain at least half of the Shares vesting (net of taxes) under the Deferred Share Bonus Plan or the LTIP until such time 
as a total personal shareholding equivalent to 100 per cent. of base salary has been achieved. The table below sets out the 
individual requirement and level of shareholding achieved for each Executive Director at 31 December 2010:
Directors minimum shareholding
Salary
(i)
£’000
Value of
shareholding
(ii)
£’000
Minimum 
shareholding 
as % of salary
Actual 
shareholding 
as % of salary
Louis Eperjesi 250 161 100% 64%
James Brotherton 190 166 100% 87%
Notes to Directors’ minimum shareholding table above:
i.  As at 31 December 2010.
ii.  Based on the closing price of a Lupus Capital plc ordinary share of £1.11275 on 31 December 2010. 26
Lupus Capital plc
Annual Report & Accounts 2010
Awards to Executive Directors
The number of shares awarded to the Executive Directors under the LTIP for the 2010 Awards and proposed for the 2011 Awards 
are as follows:
2010 
Awards
Proposed  
2011 
Awards
Louis Eperjesi 200,000 200,000
James Brotherton 150,000 150,000
The 2010 Awards and the proposed 2011 Awards are granted over a fixed number of shares to mitigate the impact of share price 
volatility and strengthen alignment of executive interests with those of shareholders over the period to grant. The Committee 
intends to adopt the more usual methodology of granting LTIP awards by reference to a percentage of base salary from 2012 
onwards and accordingly from 2012, LTIP awards of performance shares or nil-cost options will be restricted to a maximum of 
100 per cent. of base salary. 
Senior executives below the Executive Directors
The policy and practice with regard to the remuneration of senior executives below the Executive Directors who are members of 
the Executive Management Committee is entirely consistent with that for the Executive Directors. These senior executives all have 
a significant portion of their reward package linked to performance. They all qualify for an annual bonus, and are eligible for 
awards under the LTIP, and their financial targets are the same as, or cascaded from, the targets for the Executive Directors. The 
Remuneration Committee reviews and approves the individual remuneration packages for the Executive Management Committee 
members and the Company Secretary in accordance with the overriding objectives of the Group’s remuneration policy. Their 
individual performance is reviewed and their increases in base salary, annual bonus payments and any LTIP awards are subject to 
approval by the Remuneration Committee each year. Other senior employees below Executive Management Committee level are 
generally treated consistently with the Executive Directors and members of the Executive Management Committee, with the 
exception that they may participate in local discretionary annual cash bonus plans.
Summary of Directors’ service contracts
The following table shows details of the service contracts for Executive Directors who were in office at 31 December 2010:
Name
Commencement 
date
Notice 
period
Louis Eperjesi 20/07/2010 12 months
James Brotherton 20/07/2010 12 months
For both executive directors, their service contracts are terminable on 12 months’ notice to or from the Company and contractual 
termination provisions are limited to salary and benefits over the notice period. Payments are phased monthly and subject to 
mitigation, in line with best practice.
The non-executive directors have letters of appointment, which provide a notice period of one month. 
Name
Commencement 
date
Notice 
period
Jamie Pike 23/11/2009 1 month
Les Tench 17/12/2009 1 month
Martin Towers 17/12/2009 1 month
Directors remuneration report  ⁄ continued  27
Lupus Capital plc
Annual Report & Accounts 2010
Directors Emoluments
The remuneration payable to Directors, which has been audited by the Company’s auditors, in respect of the year ended 
31 December 2010 was as follows: 
Directors’ remuneration for the year 
ended 31 December
Salary/fees 
£’000
Cash 
bonus 
£’000
Cash 
payments 
in lieu 
of pension 
and benefits 
£’000
Non cash 
benefits 
£'000
Severance 
payments 
£’000
Total 
emoluments 
2010 
£’000 Notes
Total 
emoluments 
2009 
£’000
Current Directors:
Jamie Pike 90 – – – – 90 9
Louis Eperjesi 231 115 46 2 – 394 i N/A
James Brotherton 113 56 6 1 – 176 ii,iii N/A
Les Tench 30 – – – – 30 1
Martin Towers 30 – – – – 30 1
Past Directors:
Keith Taylor 73 – – – – 73 572
Denis Mulhall 103 – – 2 333 438 iv 420
Paul Felton-Smith 142 – – – – 142 340
Michael Jackson 13 – – – – 13 78
Roland Tate 9 – – – – 9 62
Greg Hutchings – – – – – – 713
Frederic Hoad – – – – – – 70
Total 834 171 52 5 333 1,395 2,266
Notes to Directors’ remuneration table above:
i. Of the total bonus agreed by the Committee in respect of Louis Eperjesi, 50% was paid in cash in March 2011 and is disclosed in the table above. The other 50% is deferred 
automatically into the Deferred Share Bonus Plan. Non cash benefits consist of life assurance, membership of a private medical expenses arrangement and permanent 
health insurance cover.
ii. The 2010 total emoluments figures in respect of James Brotherton are for the period from 28 May 2010 (being his date of appointment to the Board) to 31 December 2010. 
Of the total bonus agreed by the Committee in respect of James Brotherton as a director, 50% was paid in cash in March 2011 and is disclosed in the table above. The other 
50% is deferred automatically into the Deferred Share Bonus Plan. Non cash benefits consist of life assurance and permanent health insurance cover.
iii. Excluded from the table above is the remuneration received by James Brotherton for the period up to his appointment to the Board on 28 May 2010. In respect of the 2010 
financial year, James Brotherton received total cash remuneration as a director and employee of £281,000.
iv. Denis Mulhall’s service agreement entitled him to receive twelve month’s salary and benefits upon termination. Non cash benefits consist of membership of life assurance, 
membership of a private medical expenses arrangement and permanent health insurance cover.
Louis Eperjesi and James Brotherton are not members of any of the Company’s pension schemes. During 2010, Louis Eperjesi 
entered into salary sacrifice arrangements with the Company to pay £46,000 of his salary directly into his personal pension plan.
Deferred Share Bonus Plan Awards
Awards made on 23 March 2011 in respect of the 2010 financial year under the Deferred Share Bonus Plan to Executive Directors 
are set out below:
Deferred Share Bonus Plan Award date
Market 
value at 
award date
Shares 
over which 
deferred 
bonus 
awards 
granted 
after the 
year end
1
Normal 
vesting date
Louis Eperjesi 23-Mar-11 £1.3265 86,880 23-Mar-14
James Brotherton 23-Mar-11 £1.3265 68,819 23-Mar-14
1 The number of shares awarded is calculated by dividing one-half of the gross value of the bonus payable by the Market Value of a share. Market Value means the average of 
the daily closing prices of a share over the five dealing days immediately preceding the award date. 28
Lupus Capital plc
Annual Report & Accounts 2010
LTIP
Directors’ interests in awards made under the LTIP are set out below:
Awards of £nil cost share options made under the LTIP Award date
Market  
value at 
awards date
Shares 
over which 
LTIP 
awards 
held at 
1 Jan 
2010
Shares  
over which 
LTIP  
awards 
granted 
during the 
year
Shares 
over which 
LTIP 
awards 
held at 
31 Dec 
2010
Expected 
vesting
 date
Louis Eperjesi 10-Dec-10 £1.0375 – 200,000    200,000    23-Mar-14
James Brotherton 10-Dec-10 £1.0375 – 150,000    150,000    23-Mar-14
Options
Directors’ interests in options over ordinary shares in the Company are set out below:
Options
Options at  
1 Jan 2010  
or on later  
appointment
Exercised in 
year
Granted in 
year
Lapsed in 
year
Options 
at 31 Dec 
2010
Exercise 
price
Earliest 
normal 
vesting date
James Brotherton 100,000 – – – 100,000  £0.38 25-Jul-11
James Brotherton was awarded options over 100,000 shares in July 2008, subject to an EPS performance condition for the year 
ended 31 December 2010. The Group’s underlying EPS for the year ended 31 December 2010 was less than the minimum 
performance threshold of 13.52p per share and consequently, following the signing of these accounts on 23 March 2011, these 
options will lapse.
Non-executive directors’ fees
The basic fees of the non-executive chairman are £90,000 per year and £30,000 per year for the other non-executive directors. 
During 2010 Martin Towers agreed with the Company to have all his fees paid directly into his personal pension plan, with effect 
from April 2010, which amounted to £22,500.
Shares
The Directors’ interests in ordinary shares, beneficially held, of the Company at the end of the financial year were as follows:
Ordinary shares
Ordinary 
shares at  
31 Dec 
2010
Ordinary 
shares at  
31 Dec 
2009
Jamie Pike 325,000  260,000    
Louis Eperjesi 145,000  N/A
James Brotherton 149,191  N/A
Martin Towers 50,000    50,000     
Leslie Tench 93,750    38,750     
Denis Mulhall N/A 665,000    
Paul Felton-Smith N/A –
Michael Jackson N/A 123,847    
Roland Tate N/A 110,242    
Keith Taylor N/A –
Share Price
The market price of ordinary shares in Lupus Capital plc at 31 December 2010 was £1.11275 and the range during the year was 
£0.54 to £1.16.
By order of the Board 
Cavendish Administration Limited
Company Secretary 
23 March 2011 
Directors remuneration report  ⁄ continued  29
Lupus Capital plc
Annual Report & Accounts 2010
Independent auditor’s report to the members of Lupus Capital plc ⁄
We have audited the group financial statements of Lupus Capital plc for the year ended 31 December 2010 which comprise the 
consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in 
equity, consolidated balance sheet, the consolidated cash flow statement 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.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of part 16 of the Companies Act 
2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to 
state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume 
responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for 
the opinions we have formed. 
Respective responsibilities of directors and auditors
As explained more fully in the Directors’ Responsibilities Statement, the directors are responsible for the preparation of the group 
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 group financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). 
Those standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the APB’s website at  
www.frc.org.uk/apb/scope/private.cfm.
Opinion on financial statements
In our opinion the group financial statements:
give a true and fair view of the state of the group’s affairs as at 31 December 2010 and of its profit for the year then ended; •	
have been properly prepared in accordance with IFRS as adopted by the European Union; and •	
have been prepared in accordance with the requirements of the Companies Act 2006. •	
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ Report for the financial year for which the group financial statements are 
prepared is consistent with the group financial statements.
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:
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. •	
Other matter
We have reported separately on the parent company financial statements of Lupus Capital plc for the year ended  
31 December 2010.
Charles Hutton-Potts BSc, FCA
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
London
23 March 2011 30
Lupus Capital plc
Annual Report & Accounts 2010
Consolidated income statement ⁄
For the year ended 31 December 2010
Note
2010 
£’000
2009 
£’000
Revenue 3 266,212 241,621
Cost of sales (173,403) (161,104)
Gross profit 92,809 80,517
Administrative expenses (71,278) (68,527)
Operating profit 5 21,531 11,990
Analysed as:
Operating profit before exceptional items and amortisation of intangible assets 33,675 25,598
Exceptional items 4 (395) (2,055)
Amortisation of intangible assets 10 (11,749) (11,553)
Operating profit 21,531 11,990
Finance income 7 566 450
Finance costs 7 (12,562) (13,089)
Net finance costs (11,996) (12,639)
Profit/(loss) before taxation 9,535 (649)
Income tax (expense)/credit 8 (2,488) 1,062
Profit for the year 7,047 413
Earnings per share
– Basic EPS from continuing operations 9 5.43p 0.32p
– Diluted EPS from continuing operations 9 5.35p 0.32p
All results relate to continuing operations.
Note
2010 
£’000
2009 
£’000
Non GAAP measure
Underlying
1
 profit before taxation 24,533 15,718
Earnings per share
– Underlying
1
 basic EPS from continuing operations 9 13.06p 9.39p
– Underlying
1
 diluted EPS from continuing operations 9 12.86p 9.39p
1 Before amortisation of intangible assets, deferred tax on amortisation of intangible assets, exceptional items, unwinding of discount on provisions, amortisation of borrowing 
costs and the associated tax effect. 31
Lupus Capital plc
Annual Report & Accounts 2010
Share 
capital 
£’000
Share 
premium 
£’000
Other
reserves
1
£’000
Treasury 
reserve 
£’000
Hedging 
reserve 
£’000
Translation 
reserve 
£’000
Retained 
earnings 
£’000
Total 
£’000
At 1 January 2009 6,864 101 10,389 (6,764) (3,938) 40,819 189,929 237,400
Share based payments – – – – – – 23 23
Transactions with owners – – – – – – 23 23
Profit after tax – – – – – – 413 413
Other comprehensive income/(expense):
Exchange differences on retranslation  
of foreign operations – – – – – (11,892) – (11,892)
Change in fair value of cash flow hedge – – – – (547) – – (547)
Losses on settled cash flow hedges released 
to the income statement – – – – 1,996 – – 1,996
Actuarial loss on defined benefit pension 
schemes – – – – – – (926) (926)
Total comprehensive income/(expense) for  
the period – – – – 1,449 (11,892) (513) (10,956)
At 31 December 2009 6,864 101 10,389 (6,764) (2,489) 28,927 189,439 226,467
Share based payments – – – – – – 63 63
Transactions with owners – – – – – – 63 63
Profit after tax – – – – – – 7,047 7,047
Other comprehensive income/(expense):
Exchange differences on retranslation  
of foreign operations – – – – – 4,511 – 4,511
Change in fair value of cash flow hedge – – – – (1,925) – – (1,925)
Losses on settled cash flow hedges released 
to the income statement – – – – 2,489 – – 2,489
Actuarial loss on defined benefit pension 
schemes – – – – – – (77) (77)
Total comprehensive income for the period – – – – 564 4,511 6,970 12,045
At 31 December 2010 6,864 101 10,389 (6,764) (1,925) 33,438 196,472 238,575
1 Other reserves are non-distributable capital reserves which arose on previous acquisitions.
Consolidated statement of changes in equity ⁄
For the year ended 31 December 2010
Consolidated statement of comprehensive income ⁄
For the year ended 31 December 2010
Note
2010 
£’000
2009 
£’000
Profit for the year 7,047 413
Actuarial losses on defined benefit plans (117) (1,403)
Exchange differences on retranslation of foreign operations 4,511 (11,892)
Effective portion of changes in value of cash flow hedges 564 1,449
Tax on items recognised directly in other comprehensive income 8 40 477
Other comprehensive income for the year, net of tax 4,998 (11,369)
Total comprehensive income/(expense) attributable to equity shareholders of the Company 12,045 (10,956) 32
Lupus Capital plc
Annual Report & Accounts 2010
Note
2010 
£’000
2009 
£’000
ASSETS
Non-current assets
Intangible assets 10 328,240 333,998
Property, plant and equipment 11 31,457 34,296
Deferred tax 8 7,654 7,792
367,351 376,086
Current assets
Current tax receivable – 395
Inventories 12 26,048 26,036
Trade and other receivables 14 32,922 29,850
Cash and cash equivalents 27,748 24,955
86,718 81,236
TOTAL ASSETS 454,069 457,322
LIABILITIES
Current liabilities
Current tax payable (2,679) –
Trade and other payables 15 (40,365) (36,815)
Provisions 17 (3,584) (3,353)
Finance lease obligations 16 (9) (8)
Derivative financial instruments 13 – (2,534)
Interest bearing loans and borrowings 16 (5,163) (3,063)
(51,800) (45,773)
Non-current liabilities
Finance lease obligations 16 (1) (10)
Deferred tax 8 (23,369) (26,091)
Interest bearing loans and borrowings 16 (114,304) (132,887)
Employee benefit liability 19 (7,474) (7,650)
Provisions 17 (14,989) (17,662)
Derivative financial instruments 13 (1,998) –
Other creditors (1,559) (782)
(163,694) (185,082)
TOTAL LIABILITIES (215,494) (230,855)
NET ASSETS 238,575 226,467
EQUITY
Capital and reserves attributable to equity holders of the Company
Called up share capital 20 6,864 6,864
Share premium 101 101
Other reserves 10,389 10,389
Treasury reserve (6,764) (6,764)
Hedging reserve (1,925) (2,489)
Translation reserve 33,438 28,927
Retained earnings 196,472 189,439
TOTAL EQUITY 238,575 226,467
The financial statements were approved by the Board on 23 March 2011 and signed on its behalf by:
Louis Eperjesi    James Brotherton
Chief Executive Officer   Chief Financial Officer
Consolidated balance sheet ⁄
As at 31 December 2010 33
Lupus Capital plc
Annual Report & Accounts 2010
Note
2010 
£’000
2009 
£’000
Cash flows from operating activities
Profit/(loss) before tax 9,535 (649)
Adjustments 22 30,666 32,839
Movement in inventories 451 9,752
Movement in trade and other receivables (2,728) 3,840
Movement in trade and other payables 4,011 (2,878)
Provisions utilised (2,515) (2,981)
Pension contributions (841) (1,317)
Income tax paid (2,304) (2,155)
Net cash inflow from operating activities 36,275 36,451
Investing activities
Payments to acquire property, plant and equipment (3,314) (2,144)
Payments to acquire intangible assets (197) (91)
Interest received 566 450
Net cash outflow from investing activities (2,945) (1,785)
Financing activities
Interest paid (9,822) (10,981)
Refinancing costs paid (23) (7,405)
Repayment of short term borrowings (21,147) (22,780)
Repayment of capital element of finance leases (8) (242)
Net cash outflow from financing activities (31,000) (41,408)
Increase/(decrease) in cash and cash equivalents 2,330 (6,742)
Effect of exchange rates on cash and cash equivalents 463 (710)
Cash and cash equivalents at the beginning of the year 24,955 32,407
Cash and cash equivalents at the year end 27,748 24,955
Group cash flow statement ⁄
For the year ended 31 December 2010 34
Lupus Capital plc
Annual Report & Accounts 2010
1. Basis of preparation and accounting policies
The Group’s principal activities are the manufacture, supply and distribution of building products and the manufacture and supply 
of coupling products to the oil and gas industry. Lupus Capital plc is the Group’s ultimate parent company and it is incorporated 
and domiciled in England and Wales at the address shown on page 65.
The Group’s shares are admitted to trading on AIM, a market of the London Stock Exchange.
The Group’s consolidated financial statements are prepared in accordance with the principal accounting policies adopted by the 
Group as set out in note 2 and International Financial Reporting Standards (“IFRS”) and International Financial Reporting 
Interpretations (“IFRIC”) as adopted for use in the European Union (EU), and with those parts of the Companies Act 2006 
applicable to companies reporting under IFRS.
The following standards have been amended/implemented during the year. The Group’s consolidated financial statements have 
been prepared in accordance with these changes where relevant.
IFRS 2 (amendments), ‘Group cash-settled share-based payment transactions’, incorporates IFRIC 8, ‘Scope of IFRS 2’, and •	
IFRIC 11, ‘IFRS 2 – Group and treasury share transactions’, and expands on the guidance in IFRIC 11 to address the 
classification of group arrangements.
IFRS 3 (revised), ‘Business combinations’, and consequential amendments to IAS 27, ‘Consolidated and separate financial •	
statements’, IAS 28, ‘Investments in associates’, and IAS 31, ‘Interests in joint ventures’, are effective prospectively to business 
combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 
1 July 2009. 
IFRS 5 (amendment), ‘Non-current assets held for sale and discontinued operations’, clarifies the disclosures required in •	
respect of non-current assets (or disposal groups) classified as held for sale or discontinued operations. 
IAS 1 (amendment), ‘Presentation of financial statements’, clarifies that the potential settlement of a liability by the issue of •	
equity is not relevant to its classification as current or non-current. 
IAS 27 (revised) requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no •	
change in control and these transactions will no longer result in goodwill or gains and losses. 
IAS 36 (amendment), ‘Impairment of assets’, clarifies that the largest cash generating unit (or group of units) to which goodwill •	
should be allocated for the purposes of impairment testing is an operating segment, as defined by paragraph 5 of IFRS 8, 
‘Operating segments’. 
IFRIC 9, ‘Reassessment of embedded derivatives and IAS 39, Financial instruments: Recognition and measurement’, requires •	
an entity to assess whether an embedded derivative should be separated from a host contract when the entity reclassifies a 
hybrid financial asset out of the ‘fair value through profit or loss’ category. 
IFRIC 16, ‘Hedges of a net investment in a foreign operation’, states that, in a hedge of a net investment in a foreign operation, •	
qualifying hedging instruments may be held by any entity or entities within the group, including the foreign operation itself, as 
long as the designation, documentation and effectiveness requirements of IAS 39 that relate to a net investment hedge are 
satisfied. 
IFRIC 17, ‘Distribution of non-cash assets to owners’, provides guidance on accounting for arrangements whereby an entity •	
distributes non-cash assets to shareholders either as a distribution of reserves or as dividends. 
IFRIC 18, ‘Transfers of assets from customers’ clarifies the requirements of IFRSs for agreements in which an entity receives an •	
item of property, plant and equipment from a customer.
Going concern
The financial statements have been prepared on the going concern basis, which assumes that the Group will have sufficient funds 
to continue in operational existence for the foreseeable future.
The Group’s debt facilities expire in July 2012 and the Group expects that it will be able to meet its debt facility interest and 
repayment obligations. Accordingly, the Group has assumed that the going concern basis of preparation of these financial 
statements is appropriate.
2. Summary of significant accounting policies
Accounting convention
The financial statements are prepared under the historic cost convention, as modified by the revaluation of certain financial 
instruments. The measurement basis and significant accounting policies are set out below:
Basis of consolidation
The financial statements consolidate the Company and its subsidiary undertakings (note 25) drawn up to 31 December each 
year. The financial statements of the subsidiaries are prepared as of the same reporting date as the parent, using consistent 
accounting policies. 
Subsidiaries are fully consolidated from the date on which control over financial and operating policies is transferred to the Group 
and continue to be consolidated until the date that such control ceases. 
Notes to the financial statements ⁄ 35
Lupus Capital plc
Annual Report & Accounts 2010
2. Summary of significant accounting policies continued
All business combinations are accounted for using the purchase method. The cost of a business combination is measured as the 
aggregate of the fair values, at the acquisition date, of any assets given, liabilities incurred or assumed, including contingent 
liabilities, and equity instruments issued by the Group. The identifiable assets and liabilities of the acquiree are measured initially  
at fair value at the acquisition date. The excess of the cost of the business combination over the Group’s interest in the net fair 
value of the identifiable assets, including those of an intangible and tangible nature, liabilities and contingent liabilities is recognised 
as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised 
losses are also eliminated but are considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries 
have been changed where necessary to ensure consistency with the policies adopted by the Group. 
Recent accounting developments
During the year, the IASB and IFRIC have issued the following standards and interpretations with effective dates after the date of 
these financial statements that have not yet been adopted by the company:
IFRS 9 Financial Instruments (effective 1 January 2013). •	
Prepayments of a Minimum Funding Requirement – Amendments to IFRIC 14 (effective 1 January 2011). •	
Improvements to IFRSs (Issued 16 April 2009). •	
IAS 24 (Revised 2009) Related Party Disclosures (effective 1 January 2011). •	
Disclosures – Transfers of assets = Amendments to IFRS7 (effective July 2011). •	
The directors do not anticipate that the adoption of these standards and interpretations will have a material impact on the Group’s 
reported results. 
Principal accounting policies
The preparation of financial statements in conformity with generally accepted accounting policies requires the directors to make 
judgments and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingencies at the date 
of the financial statements and the reported income and expense during the reporting periods. 
Although the judgments and assumptions are based on the directors’ best knowledge of the amount, events or actions, actual 
results may differ from these estimates.
The accounting policies set out below have been used to prepare the financial statements. 
Goodwill
Goodwill, being the difference between the fair value of consideration paid for new interests in Group companies and the fair value 
of the Group’s share of their net identifiable assets and contingent liabilities at the date of acquisition, is capitalised. Goodwill 
represents consideration paid by the Group in anticipation of future economic benefits from assets that are not capable of being 
individually identified and separately recognised.
Goodwill is not amortised but is subject to an impairment review on an annual basis or more frequently when events or changes in 
circumstances indicate it might be impaired. Any impairment is charged to the income statement in the period in which it arises. 
Intangible assets
On acquisition of Group companies, the Group recognises any separately identifiable intangible assets separately from goodwill, 
initially measuring the intangible assets at fair value.
Purchased intangible assets acquired through a business combination, including purchased brands, customer relationships, 
trademarks and licenses, are capitalised at fair value and amortised on a straight-line basis over their estimated useful economic 
lives as follows:
Acquired brands – 5 years to indefinite; •	
Customer relationships – 9 to 16 years; and •	
Trade marks and licenses – 3 to 4 years. •	
The Group capitalises acquired computer software at cost. Computer software is amortised on a straight-line basis over its 
estimated useful life, up to three years. The carrying value of intangible assets with a finite life is reviewed for impairment whenever 
events or changes in circumstances indicate that the carrying value may not be recoverable.
Impairment of assets 
Goodwill arising on business combinations is allocated to cash-generating units (equivalent to the reported operating segments). 
The recoverable amount of the cash-generating unit to which goodwill has been allocated is tested for impairment annually or 
more frequently when events or changes in circumstance indicate that it might be impaired. Goodwill that has been impaired 
previously cannot be reversed at a later date.  36
Lupus Capital plc
Annual Report & Accounts 2010
The carrying values of property, plant and equipment, and intangible assets with finite lives are reviewed for impairment when 
events or changes in circumstance indicate the carrying value may be impaired. If any such indication exists, the recoverable 
amount of the asset is estimated in order to determine the extent of impairment loss. 
Where purchased intangible assets are considered by the Board of Directors to have an indefinite life, they are not amortised but 
are subject to an impairment review on an annual basis or more frequently if necessary. Intangible assets not yet available for use 
are tested for impairment annually. 
An impairment review is performed by comparing the carrying value of the property, plant and equipment or intangible asset or 
goodwill with its recoverable amount, being the higher of the fair value less costs to sell and value in use. The fair value less costs 
to sell is the amount that could be obtained on disposal of the asset. The value in use is determined by discounting, using a 
pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset, the 
expected future cash flows resulting from its continued use, including those on final disposal. Impairment losses are recognised in 
the income statement immediately. Where it is not possible to estimate the recoverable amount of an individual asset, the Group 
estimates the recoverable amount of the cash-generating unit to which it belongs. Considerable management judgment is 
necessary to estimate discounted future cash flows. Accordingly, actual cash flows could vary considerably from forecast cash 
flows. Impairment reversals are permitted to property, plant and equipment or intangible assets (but not goodwill) to the extent 
that the new carrying value does not exceed the amount it would have been had no impairment loss been previously recognised.
Segment reporting
The Group’s continuing operations are divided into two product segments, Oil and Gas Services and Building Products, identified 
on the basis of internal reports about components of the Group. The Group’s reporting formats are products and this is consistent 
with the segments reviewed by the chief operating decision maker. A product segment is a component of the Group that is 
engaged in providing a group of related products and is subject to risks and returns that are different from those of the other 
segments. IFRS 8 also requires disclosure of information on geographical areas with the Group’s system of internal reporting to 
key operating decision makers serving as a starting point.
Revenue
Revenue is recognised to the extent that it is probable that economic benefit will flow to the Group and the revenue can be reliably 
measured. Revenue represents amounts receivable for goods provided to customers during the year in the normal course of 
business, net of trade discounts, VAT and other sales-related taxes. As such revenue from the sale of goods is recognised when 
the significant risks and rewards of ownership of the goods have passed to the buyer, usually on dispatch of the goods. 
Cash and cash equivalent
Cash and cash equivalents include cash at bank and in hand as well as short-term highly liquid investments such as money 
market instruments and bank deposits readily convertible into cash. Money market instruments are financial assets carried at fair 
value through profit or loss. 
Interest bearing bank loans and borrowings
Interest bearing bank loans and borrowings are recorded initially at fair value less directly attributable transaction costs. After 
initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective 
interest method.
Property, plant and equipment
Property, plant and equipment are stated at cost less depreciation and impairment. Depreciation is provided on all assets except 
freehold land at rates calculated to write off the cost less estimated residual value of each asset on a straight-line basis over its 
expected useful life, at the following annual rates: 
Freehold land – not depreciated 
Freehold buildings – 2% to 5% 
Plant and machinery – 7.5% to 33% 
Motor vehicles – 20% to 25% 
The carrying values of property, plant and equipment are reviewed for impairment periodically if events or changes in 
circumstances indicate that the carrying value may not be recoverable. The assets’ residual values, useful lives and method of 
depreciation are reviewed, and adjusted if appropriate, at each financial year end. 
Inventories
Inventories are valued at the lower of cost and net realisable value. Cost includes cost of materials determined on a purchase 
cost basis, direct labour and an appropriate proportion of manufacturing overheads based on normal levels of activity on a first in, 
first out basis. Net realisable value is based on estimated selling prices, less further costs expected to be incurred to completion 
and disposal. 
Notes to the financial statements  ⁄ continued 37
Lupus Capital plc
Annual Report & Accounts 2010
2. Summary of significant accounting policies continued
Leases
Where the group has substantially all the risks and rewards of ownership of an asset subject to a lease, the lease is treated as a 
finance lease. Assets held under finance leases and similar contracts which confer the rights and obligations similar to those 
attached to owned assets are capitalised at the inception of the lease at the fair value or, if lower, the present value of the minimum 
lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to 
achieve a constant rate of interest on the remaining balance of the liability. Finance charges are reflected in the income statement.
All other leases are treated as operating leases, and rentals payable are charged to the income statement account on a straight 
line basis over the lease term.
Foreign currencies
The individual financial statements of each Group entity are presented in the currency of the primary economic environment in 
which the entity operates (its functional currency). For the purpose of the consolidated financial statements, the results and 
financial position of each entity are expressed in Pounds Sterling which is the functional currency of the Company and the 
presentation currency for the consolidated financial statements.
In individual companies, transactions in foreign currencies are recorded at the rate of exchange prevailing at the date of the 
transaction. Monetary assets and liabilities in foreign currencies are translated at the exchange rate prevailing at the balance sheet 
date. Any resulting exchange differences are taken to the income statement, with the exception of differences on foreign currency 
borrowings that provide a hedge against a net investment in a foreign entity. These are taken directly to equity until the disposal of 
the net investment, at which time they are recognised in the consolidated income statement. 
On consolidation, assets and liabilities of Group companies denominated in foreign currencies are translated into sterling at the 
exchange rate prevailing at the balance sheet date. Income and expense items are translated into sterling at the average rates for 
the year.
Exchange differences arising on the translation of opening net assets of Group companies, together with differences arising from 
the translation of the net results at average or actual rates to the exchange rate prevailing at the balance sheet date, are taken to 
other comprehensive income. On disposal of a foreign entity, the cumulative translation differences recognised in other 
comprehensive income relating to that particular foreign operation is recognised in the income statement as part of the gain or 
loss on disposal. 
Provisions
Provisions are recognised: 
when the Group has a present legal or constructive obligation as a result of a past event; •	
it is probable that an outflow of resources will be required to settle the obligation; and •	
the amount has been reliably estimated. •	
Restructuring provisions comprise lease termination penalties and employee termination payments. 
Provisions are determined at the present value of the expenditures expected to be required to settle the obligation using a pre-tax 
rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in 
the provision due to the passage of time is recognised as interest expense. 
Pensions and other post employment benefits 
The Group operates a defined contribution pension and two defined benefit schemes. 
The cost of providing benefits under the defined benefit schemes is determined using the projected unit credit actuarial valuation 
method. The operating and financing costs of the pension schemes are charged to the income statement in the period in which 
they arise and are recognised separately. The costs of past service benefit enhancements, settlements and curtailments are also 
recognised in the period in which they arise. The past service cost is recognised as an expense on a straight line basis over the 
average period until the benefits become vested. If the benefits are already vested immediately following the introduction of, or 
changes to, a pension plan, past service costs are recognised immediately. Actuarial gains and losses are recognised immediately 
through the consolidated statement of comprehensive income. The net surplus or deficit is presented with the other net assets on 
the balance sheet. The related deferred tax is shown with the other deferred tax balances.
The defined benefit assets and liabilities comprise the present value of the defined benefit obligations less the past service cost 
not yet recognised and less the fair value of plan assets out of which the obligations are to be settled directly. The value of any 
assets is restricted to the sum of any past service costs not yet recognised and the present value of any economic benefit 
available in the form of refunds from the plan or reductions in the future contributions to the plan. 
Contributions to the defined contribution scheme are charged to the income statement as incurred.  38
Lupus Capital plc
Annual Report & Accounts 2010
Share capital
Ordinary shares are classified as equity.
Where any Group company purchases the company’s equity share capital (treasury shares), the consideration paid, including any 
directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders 
until the shares are cancelled or reissued. Where such shares are subsequently sold or reissued, any consideration received, net 
of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the 
Company’s equity holders.
Financial assets, liabilities and derivatives 
Financial assets and liabilities are recognised on the Group’s balance sheet when the Group becomes a party to the contractual 
provisions of the instrument and are generally derecognised when the contract that gives rise to it is settled, sold, cancelled 
or expires.
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, using the effective interest 
rate method, less appropriate allowances for estimated irrecoverable amounts. Trade payables are recognised initially at fair value 
and subsequently measured at amortised cost using the effective interest rate method. 
Provision against trade receivables is made when there is objective evidence that the Group will not be able to collect all amounts 
due to it in accordance with the original terms of those receivables. The amount of the writedown is determined as the difference 
between the carrying amount and present value of estimated future cash flows.
Derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and 
are subsequently remeasured at fair value. Derivatives are carried as assets when fair value is positive and as liabilities when fair 
value is negative.
For those instruments designated as hedges and for which hedge accounting is desired, the hedging relationship is documented 
at its inception. This documentation identifies the hedging instrument, the hedged item or transaction, the nature of the risk 
being hedged and how effectiveness will be measured throughout its duration. Such hedges are expected at inception to be 
highly effective.
For the purpose of hedge accounting, hedges are classified as either fair value hedges when they hedge the exposure to changes 
in the fair value of a recognised asset or liability; hedge of net investment in foreign operations where they hedge exposure to 
changes in fair value or future cash flows of the investment, or cash flow hedges where they hedge exposure to variability in cash 
flows that is either attributable to a particular risk associated with a recognised asset or liability or a highly probable purchase.
In relation to fair value hedges which meet the conditions for hedge accounting, any gain or loss from re-measuring the hedging 
instrument at fair value is recognised immediately in the income statement. Any gain or loss on the hedged item attributable to the 
hedged risk is adjusted against the carrying amount of the hedged item and recognised in the income statement.
In relation to cash flow hedges (forward foreign currency contracts) to hedge either highly probable anticipated purchases or firm 
commitments which meet the conditions for special hedge accounting, the portion of the gain or loss on the hedging instrument 
that is determined to be an effective hedge is recognised directly in other comprehensive income and the ineffective portion is 
recognised in net profit or loss.
When the hedged firm commitment results in the recognition of a non-financial asset or a non-financial liability, then, at the time 
the asset or liability is recognised, the associated gains or losses that were previously recognised in other comprehensive income 
are included in the initial measurement of the acquisition cost or other carrying amount of the asset or liability. For all other cash 
flow hedges, the gains or losses that are recognised in other comprehensive income are transferred to the income statement 
in the same year in which the hedged firm commitment affects the net profit and loss, for example when the future sale  
actually occurs.
For derivatives that do not qualify for hedge accounting, any gains or losses arising from changes in fair value are taken directly to 
net profit or loss for the year.
Investments in foreign operations
A foreign currency exposure arises from net investments in Group entities whose functional currency differs from the Group’s 
presentation currency. The Group uses foreign currency loans to hedge foreign currency risk. This translation risk does not give 
rise to a cash flow exposure. Its impact only arises from the translation of the net investment in the Group’s presentation currency.
Notes to the financial statements  ⁄ continued 39
Lupus Capital plc
Annual Report & Accounts 2010
2. Summary of significant accounting policies continued
Deferred taxation 
Income tax expense represents the sum of the current tax and deferred tax. The tax currently payable is based on taxable profit 
for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or 
expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The 
Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance 
sheet date. 
Deferred income tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and 
liabilities in the financial statements and the corresponding tax basis used in the computation of taxable profit and is accounted for 
using the balance sheet liability method. Deferred income 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 profits will be available against 
which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference 
arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a 
transaction that affects neither the tax profit nor the accounting profit. 
Deferred income tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and 
associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it 
is probable that the temporary difference will not reverse in the foreseeable future. 
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no 
longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered. 
Deferred income tax is calculated at the tax rates enacted at the balance sheet dates and that are expected to apply in the period 
when the liability is settled or the asset realised. Deferred tax is charged or credited in the comprehensive income statement, 
except when it relates to items charged or credited directly to other comprehensive income, in which case the deferred tax is also 
dealt with in other comprehensive income. 
Deferred income tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the 
Group intends to settle its current tax assets and liabilities on a net basis. 
Exceptional items
The Group presents as exceptional items on the face of the income statement, those material items of income and expense which, 
because of the nature and expected infrequency of the events giving rise to them, merit separate presentation to allow 
shareholders to understand better the elements of financial performance in the year, so as to facilitate comparison with prior 
periods and to assess better trends in financial performance. 
Share-based payments 
The Group has an equity settled share based remuneration scheme for certain employees. The Parent Company issues equity-
settled share-based payments to certain employees. Equity-settled share-based payments are measured at fair value at the date 
of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line 
basis over the vesting period, based on the Group’s estimate of shares that will eventually vest.
Fair value is measured by use of the Black Scholes model. The expected life used in the model has been adjusted, based on 
management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
Non GAAP measure accounting policy
The directors believe that the “underlying” profit and earnings per share measures provide additional useful information to 
shareholders on the underlying performance of the business. These measures are consistent with how business performance is 
measured internally. The adjusted profit before tax measure is not recognised under IFRS and may not be comparable with 
“underlying” profit measures used by other companies. The adjustments made to reported profit before tax are to include 
the following:
exceptional income and charges. These are largely one-off in nature and therefore create volatility in reported earnings; and •	
amortisation of intangible items and borrowing costs because of their non-cash nature and expected infrequency of the events •	
giving rise to them.
Key judgements by management
The following areas represent the key judgements made by management in order to facilitate the preparation of the Group’s 
financial statements:
Taxation 
The group is subject to taxation in numerous jurisdictions. Judgement is required in determining the world wide provision for 
income taxes as there are transactions for which the ultimate tax determination is uncertain. 40
Lupus Capital plc
Annual Report & Accounts 2010
Impairment reviews and discount rates
The group tests intangible assets and goodwill for impairment in accordance with the stated accounting policy. The value in use 
calculations require the use of estimates of future activity and assessment of appropriate discount rates.
Key sources of estimation uncertainty
The preparation of financial statements requires management to make judgements, estimates and assumptions. The key 
assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a 
significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are 
discussed below:
Impairment of goodwill and other intangible assets
There are a number of assumptions management have considered in performing impairment reviews of goodwill and intangible 
assets. In determining whether goodwill is impaired an estimation of value in use of the cash-generating units to which goodwill 
has been allocated has been prepared. The value in use calculation requires the directors to estimate the future cash flows 
expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value (note 10). 
Provisions
Provisions are measured at the Directors’ best estimate of the expenditure required to settle the obligation at the Balance Sheet 
date, and are discounted to present value where the effect is material (note 17).
Valuation of financial instruments at fair value
Management makes a number of assumptions with regards to the models used to value financial instruments at their fair value at 
year end. Valuation techniques commonly used by market practitioners are applied. For derivative financial instruments, 
assumptions are made based on quoted market rates adjusted for specific features of the instrument (note 13).
Intangible assets acquired in a business combination
On acquisition of Group companies, the Group recognises any separately identifiable intangible assets from goodwill, initially 
measuring each group of intangible assets at fair value. Groups of intangible assets will include purchased brands, customer 
relationships, trade marks and licenses. The determination of fair value requires the directors to estimate the useful economic life 
each asset and the future cash flows expected to arise from each asset and to apply a suitable discount rate (note 10). 
Inventories
Inventories are stated at the lower of cost and net realisable value, with due allowance for excess, obsolete or slow-moving items. 
Net realisable value is based on current assessments of future demand, market conditions and new product development 
initiatives. Should demand for the Group’s products decline further during the next financial year as a result of the current 
economic downturn, additional allowances may be necessary in respect of excess or slow-moving items (note 12).
Defined benefit pension and post retirement benefit schemes
The benefit obligation is calculated using a number of assumptions including future salary increases, increases to pension 
benefits, mortality rates and, in the case of post-employment medical benefits, the expected rate of increase in medical costs. The 
present value of the benefit obligation is calculated by discounting the benefit obligation using market yields on high-quality 
corporate bonds at the balance sheet date. The plan assets consist largely of listed securities and their fair values are subject to 
fluctuation in response to changes in market conditions. Effects of changes in the actuarial assumptions underlying the benefit 
obligation, effects of changes in the discount rate applicable to the benefit obligation and effects of differences between the 
expected and actual return on the plan assets are classified as actuarial gains and losses and are recognised directly in equity. 
Further actuarial gains and losses will be recognised during the next financial year. An analysis of the assumptions that will be 
used by management to determine the cost of defined benefit plans that will be recognised in the income statement in the next 
financial year is presented in note 19.
Deferred tax assets
Estimation is required of temporary differences between the carrying amount of assets and liabilities and their tax base. Deferred 
tax liabilities are recognised for all taxable temporary differences but, where deductible temporary differences exist, 
management’s judgement is required as to whether a deferred tax asset should be recognised based on the availability of future 
taxable profits. It is possible that the deferred tax assets actually recoverable may differ from the amounts recognised if actual 
taxable profits differ from management’s estimates (note 8).
Notes to the financial statements  ⁄ continued 41
Lupus Capital plc
Annual Report & Accounts 2010
3. Segmental analysis
Product analysis
The following tables present reported group revenue and profit and certain assets and liability information regarding the Group’s 
product segments; which have been generated using group accounting policies, with no differences of measurement applied.
Building 
products
Oil and gas 
services Total
Year ended 31 December 2010
United 
Kingdom 
£’000
United 
States 
£’000
Rest of the 
World 
£’000
Total 
£’000
United 
Kingdom 
£’000
  
£’000
Revenue
Revenue from continuing operations 94,676 117,179 40,609 252,464 13,748 266,212
Operating profit before exceptional items and amortisation of  
intangible assets 7,880 14,444 4,514 26,838 6,837 33,675
Amortisation of intangible assets (11,749) – (11,749)
Exceptional items (note 4) (395)
Operating profit 21,531
Net finance costs (11,996)
Profit before taxation 9,535
Income tax (expense) (2,488)
Profit after tax 7,047
Other segment information
Segment Assets 106,843 266,565 57,610 431,018 17,384 448,402
Unallocated assets 5,667
454,069
Segment liabilities (35,607) (43,826) (5,846) (85,279) (4,782) (90,061)
Unallocated segment liabilities (118,729) (118,729)
Unallocated group liabilities (6,704)
(204,008) (215,494)
Non-current assets 75,425 234,508 45,693 355,626 11,725 367,351
Capital expenditure:
– property, plant and equipment 1,268 1,542 446 3,256 58 3,314
– intangible assets 51 137 9 197 – 197
Cost of goods sold 169,468 3,935 173,403
Depreciation 6,449 44 6,493
Amortisation 11,749 – 11,749
Employee benefit liabilities 7,474 – 7,474
Goodwill allocation 212,110 11,421 223,531
Intangible asset allocation 104,709 – 104,709
Exceptional items (note 4) 146 – 146
Exceptional items – unallocated (note 4) 249
All revenue comprises amounts earned on amounts receivable from customers. There is no single external customer from whom 
significant revenue is generated. 42
Lupus Capital plc
Annual Report & Accounts 2010
3. Segmental analysis continued
Comparative segmental disclosure for the year ended 31 December 2009 is as follows:
Building 
products
Oil and gas 
services Total
Year ended 31 December 2009
United
Kingdom
£’000
United 
States
£’000
Rest of the
world
£’000
Total
£’000
United
Kingdom
£’000 £’000
Revenue
Revenue from continuing operations 79,718 105,666 43,647 229,031 12,590 241,621
Operating profit before exceptional items and amortisation of  
intangible assets 6,276 10,836 2,586 19,698 5,900 25,598
Amortisation of intangible assets (11,533) – (11,553)
Exceptional items (note 4) (2,055)
Operating profit 11,990
Net finance costs (12,639)
Loss before taxation (649)
Income tax credit 1,062
Profit after tax 413
Other segment information
Segment Assets 105,451 268,622 62,588 436,661 20,550 457,211
Unallocated assets 111
457,322
Segment liabilities (32,944) (43,348) (7,485) (83,777) (2,150) (85,927)
Unallocated segment liabilities (140,975) (140,975)
Unallocated group liabilities – (3,953)
(224,752) (230,855)
Non-current assets 74,391 241,087 48,881 364,359 11,727 376,086
Capital expenditure:
– property, plant and equipment 906 1,054 158 2,118 26 2,144
– intangible assets – 86 5 91 – 91
Cost of goods sold 157,384 3,720 161,104
Depreciation (70) 70 –
Amortisation 11,553 – 11,553
Employee benefit liabilities 7,650 – 7,650
Goodwill allocation 208,429 11,421 219,850
Intangible asset allocation 114,148 – 114,148
Exceptional items (note 4) 335 – 335
Exceptional items – unallocated (note 4) 1,720
4. Exceptional items
2010
£’000
2009
£’000
Redundancy and restructuring costs 151 695
Other corporate costs including EGM costs 244 708
Costs associated with negotiating new debt facilities – 1,232
Other – (580)
395 2,055
5. Operating profit
Operating profit is stated after charging the following:
2010
£’000
2009
£’000
Depreciation of property, plant and equipment – owned assets 6,294 6,520
Depreciation of property, plant and equipment – leased assets 199 221
Amortisation of intangible assets 11,749 11,553
Operating lease rentals – land and buildings 4,009 3,924
Fees payable to the Company’s auditors for the audit of the Group accounts 94 91
Fees payable to the Company’s auditors or their associates for other services:
– Audit of the Company’s subsidiaries 399 392
– Tax, general and other services 31 70
Foreign exchange loss 254 101
Notes to the financial statements  ⁄ continued 43
Lupus Capital plc
Annual Report & Accounts 2010
6. Employees
Number of employees
The average monthly number of employees (including directors) of the Group during the financial year was:
2010
Number
2009
Number
Administration 217 236
Sales 176 170
Operations 1,697 1,635
2,090 2,041
The number of employees (including directors) of the Group as at 31 December 2010 was:
2010
Number
2009
Number
Administration 230 227
Sales 200 167
Operations 1,574 1,609
2,004 2,003
Employment costs
Employment costs of these employees during the year were as follows:
2010
£’000
2009
£’000
Wages and salaries 51,508 49,880
Social Security costs 5,547 5,466
Pension costs – defined contribution schemes 1,037 820
Pension costs – defined benefit schemes 1,035 798
Share based payments 63 23
59,190 56,987
Directors’ remuneration 
The remuneration payable to directors was as follows:
2010 
£’000
2009 
£’000
Salary/fees 834 1,266
Bonuses 171 510
Benefits 57 4
Share-based payments 6 18
Severence payments 333 481
Total 1,401 2,279 44
Lupus Capital plc
Annual Report & Accounts 2010
7. Finance revenue and costs 
2010 
£’000
2009 
£’000
Finance income
Bank interest receivable 566 450
Finance costs
Interest payable on bank loans and overdraft (9,429) (9,901)
Amortisation of borrowing costs (2,295) (2,125)
Ineffective portion of changes in value of cash flow hedges (26) (45)
Finance charges payable under finance lease and hire purchase contracts (1) (29)
Unwinding of discount on provisions (559) (634)
Pension scheme and other finance costs (252) (355)
Total finance costs (12,562) (13,089)
Net finance costs (11,996) (12,639)
8. Taxation
(a) Tax on profit on ordinary activities
Income tax in the income statement
2010 
£’000
2009 
£’000
Current income tax:
UK Corporation tax 755 798
Foreign tax 5,090 905
Current income tax charge 5,845 1,703
Adjustments in respect of prior periods (497) (766)
Total current income tax 5,348 937
Deferred tax:
Origination and reversal of temporary differences (2,216) (1,911)
Change in UK statutory tax rates (892) –
Adjustments in respect of prior periods 248 (88)
Total deferred tax (2,860) (1,999)
Income tax expense/(credit) in the income statement 2,488 (1,062)
Tax relating to items charged or credited directly to other comprehensive income
Deferred tax:
Actuarial gains and losses on pension schemes (40) (477)
Income tax expense in the statement of comprehensive income (40) (477)
(b) Reconciliation of the total tax charge
The tax assessed for the year differs from the standard rate of tax in the UK of 28% (2009: 28%). The differences are 
explained below:
2010 
£’000
2009 
£’000
Profit/(loss) from continuing operations before taxation 9,535 (649)
Rate of corporation tax in the UK of 28% (2009: 28%) 2,670 (182)
Effects of:
Expenses not deductible/(income not taxable) for tax purposes 167 (158)
Overseas tax rate differences 790 182
Change in UK statutory tax rates (892) –
Other movements – (50)
Adjustment in respect of prior periods (247) (854)
Income tax expense/(credit) in the income statement 2,488 (1,062)
Notes to the financial statements  ⁄ continued 45
Lupus Capital plc
Annual Report & Accounts 2010
8. Taxation continued
(c) Deferred tax
Deferred income tax at 31 December relates to the following:
Group balance sheet Group income statement
2010 
£’000
2009 
£’000
2010 
£’000
2009 
£’000
Deferred tax liability
 Intangible assets on acquisition (22,808) (24,527) (4,271) (3,230)
 Other (561) (1,564) 1,241 795
(23,369) (26,091) (3,030) (2,435)
Deferred tax assets
 Post-employment benefits 1,705 1,640 – –
 Purchased goodwill 4,612 4,761 290 592
 Other 1,337 1,391 (120) (156)
7,654 7,792 170 436
Deferred income tax (income) (2,860) (1,999)
Deferred tax liabilities net (15,715) (18,299)
Reflected in the balance sheet as follows:
 Deferred tax assets 7,654 7,792
 Deferred tax liabilities (23,369) (26,091)
Deferred tax liabilities net (15,715) (18,299)
(d) Factors that may affect future tax charges:
There are estimated tax losses of £9,980,000 (2009: £13,296,000) within the Group, comprising capital losses of £7,348,000  
and trading losses of £2,632,000. As the future use of these losses is uncertain, in accordance with the Group’s accounting policy, 
no deferred tax asset has been recognised in respect of them.
The amounts of deferred tax not recognised are as follows:
2010 
£’000
2009 
£’000
Tax losses (785) (1,666)
Capital losses (2,057) (2,057)
(2,842) (3,723)
9. Earnings per share
Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders by the 
weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders by the weighted 
average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would 
be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares. 
2010 
’000
2009 
’000
Weighted average number of shares (including treasury shares) 137,287 137,287
Treasury shares (7,447) (7,447)
Weighted average number of shares – basic 129,840 129,840
Effect of dilutive potential ordinary shares – options 1,967 –
Weighted average number of shares – diluted 131,807 129,840
The effect of dilutive potential ordinary shares above is nil in 2009 due to the average market value of the shares being less than 
the option price.
Earnings per share from continuing operations before exceptional items
The Group presents as exceptional items on the face of the income statement, those material items of income and expense which, 
because of the nature and expected infrequency of the events giving rise to them, merit separate presentation to allow 
shareholders to understand better the elements of financial performance in the year, so as to facilitate comparison with prior 
periods and to assess better trends in financial performance. 46
Lupus Capital plc
Annual Report & Accounts 2010
9. Earnings per share continued
To this end, basic and diluted underlying Earnings per Share information is presented as an additional measure and using the 
weighted average number of ordinary shares for both basic and diluted amounts as per the table above. Underlying earnings are 
derived as follows:
2010 
£’000
2009 
£’000
Profit for the year from continuing operations 7,047 413
Exceptional costs 395 2,055
Amortisation of intangible assets, unwinding discount on provisions and amortisation of borrowing costs 14,603 14,312
Adjustment due to deferred tax rate change (892) –
Tax effect on exceptional costs, amortisation of intangible assets, unwinding discount  
on provision and amortisation of borrowing costs (4,199) (4,582)
Underlying profit after tax 16,954 12,198
Underlying basic earnings per share 13.06p 9.39p
Underlying diluted earnings per share 12.86p 9.39p
10. Intangible assets
Computer 
software 
£’000
Acquired 
brands 
£’000
Customer 
relations 
£’000
Goodwill 
£’000
Total 
£’000
Cost
At 1 January 2009 598 34,979 124,517 234,085 394,179
Additions – 91 – – 91
Amounts written off (307) – – – (307)
Exchange difference (46) (2,057) (8,917) (14,235) (25,255)
At 31 December 2009 245 33,013 115,600 219,850 368,708
Additions 119 78 – – 197
Amounts written off (7) – – – (7)
Exchange difference – 489 2,197 3,681 6,367
At 31 December 2010 357 33,580 117,797 223,531 375,265
Amortisation
At 1 January 2009 53 7,176 17,690 – 24,919
Amortisation for the year 26 3,294 8,233 – 11,553
Exchange difference (4) (528) (1,230) – (1,762)
At 31 December 2009 75 9,942 24,693 – 34,710
Amortisation for the year
1
102 3,346 8,301 – 11,749
Amounts written off (7) – – – (7)
Exchange difference – 175 398 – 573
At 31 December 2010 170 13,463 33,392 – 47,025
Net book value
At 31 December 2010 187 20,117 84,405 223,531 328,240
At 31 December 2009 170 23,071 90,907 219,850 333,998
1  Amortisation for the year is included in administrative expenses in the income statement.
Impairment tests for goodwill
The Group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired. The 
recoverable amounts of the cash-generating units (“CGU”) are determined from value in use calculations. The CGU’s have been 
defined as the three groups of businesses acquired that each generated the current goodwill and intangibles assets, namely Gall 
Thomson, and the two Building Products acquisitions. The net book value of the intangible assets and goodwill is analysed by 
CGU below: 
Intangible Assets Goodwill
CGU
2010  
£’000
2009  
£’000
2010  
£’000
2009  
£’000
LSS 86,748 92,959 158,443 154,986 
Schlegel 17,962 21,190 53,667 53,444
Gall Thomson – – 11,420 11,420 
104,709  114,148 223,531 219,850 
Notes to the financial statements  ⁄ continued 47
Lupus Capital plc
Annual Report & Accounts 2010
10. Intangible assets continued
Cash flow projections are derived from financial plans approved by the Board and cover a three year period. They reflect 
management’s expectations of revenue growth, operating cost and margin for each CGU based on past experience. Cash flows 
beyond the first three years have been extrapolated using revenue growth rates averaging 3%. After the five year forecast period, 
no further growth in revenue and profit has been assumed based on a prudent view of long term growth rates. A pre-tax discount 
rate of 11% has been applied to cash flow projections reflecting management’s view that similar risk profiles exist for each CGU.
The forecasts are most sensitive to changes considered possible by management in projected revenue growth rates in the first 
three years of the forecast period. Total future forecast revenue would have to be perpetually 9% lower than currently projected 
before a possible impairment charge would be indicated.
Certain brands and trade-marks with a book value of £3,230,000 (2009: £3,330,000) are considered to have an indefinite life. This 
applies to those brands and trademarks which, as a result of their excellent reputation with their core customer base, and being 
well regarded in their market places command a significant share of the markets in which they operate.
11. Property, plant and equipment
Freehold
land and
buildings
£’000
Plant
and
Machinery
£’000
Total
£’000
Cost
At 1 January 2009 15,871 66,054 81,925
Additions 346 1,798 2,144
Disposals – (6,110) (6,110)
Exchange difference (1,014) (3,873) (4,887)
At 31 December 2009 15,203 57,869 73,072
Additions 99 3,215 3,314
Disposals – (1,713) (1,713)
Exchange difference 83 710 793
At 31 December 2010 15,385 60,081 75,466
Accumulated depreciation
At 1 January 2009 2,486 37,776 40,262
Charge for the year 541 6,200 6,741
Disposals – (5,938) (5,938)
Exchange difference (138) (2,151) (2,289)
At 31 December 2009 2,889 35,887 38,776
Charge for the year 376 6,117 6,493
Disposals – (1,637) (1,637)
Impairment – 200 200
Exchange difference 19 158 177
At 31 December 2010 3,284 40,725 44,009
Net book value
At 31 December 2010 12,101 19,356 31,457
At 31 December 2009 12,314 21,982 34,296
Depreciation in the year of £6,493,000 is included in administrative costs in the income statement.
The carrying value of plant and machinery held under finance leases and hire purchase contracts at 31 December 2010 was 
£15,000 (2009: £18,000). 
Leased assets and assets under hire purchase contracts are pledged as security for the related finance lease and hire 
purchase liabilities. 48
Lupus Capital plc
Annual Report & Accounts 2010
12. Inventories
2010
£’000
2009
£’000
Raw materials and consumables 14,726 15,465
Work-in-progress 2,499 1,900
Finished goods 8,823 8,671
26,048 26,036
The cost of materials charged to the income statement during the year ended 31 December 2010 was £119,936,000 (2009: 
£116,149,000). As at 31 December 2010, inventories are stated net of an allowance for excess, obsolete or slow-moving items of 
£7,449,000 (2009: £7,370,000).
13. Derivative financial instruments
2010 2009
Assets
£’000
Liabilities
£’000
Assets
£’000
Liabilities
£’000
Interest rate swaps – (1,998) – (2,489)
Interest rate cap – – – (45)
Cash flow hedges – (1,998) – (2,534)
Cash flow hedges
The Group uses interest rate swaps to hedge the cash flows from floating rate borrowings and these cash flows will occur within 
two years of the balance sheet date.
The full fair value of the hedging derivatives are classified as a non-current asset or liability if the remaining maturity of the hedged 
item is more than 12 months and, as a current asset or liability, if the hedged item is less than 12 months. Fair value measurements 
are based on quoted prices in active markets for the same instrument.
The notional principal amounts of the outstanding interest rate swap contracts at 31 December 2010 were £120.5 million (2009: 
£58.4 million).
At 31 December 2010 the fixed interest rate was 1.85% (2009: 5.025%) on the US denominated swaps ($112.5 million). 2.045% 
and 1.88% (2009: nil) were the interest rates fixed on two swap contracts with notional principals at 31 December 2010 of £35.4 
million and £12.4 million respectively.
Gains and losses recognised in the hedging reserve on interest rate swap and cap contracts as of 31 December 2010 will be 
continually released to the income statement until the repayment of the bank borrowings (Note 16).
Net investment hedges
The Group uses foreign currency denominated debt to hedge the value of its foreign currency denominated net assets due to 
movements in foreign exchange rates. The value of the net investment hedge was £33,438,000 at 31 December 2010 (2009: 
£28,927,000).
14. Trade and other receivables
2010
£’000
2009
£’000
Trade receivables 28,173 24,935
Other receivables 860 1,475
Prepayments and deferred income 3,889 3,440
32,922 29,850
All amounts are short term. The carrying amounts are considered to be a reasonable approximation of fair value
All of the Group’s trade and other receivables have been reviewed for impairment. Certain trade receivables were found to be 
impaired and a provision of £2,360,000 (2009: £1,909,000) has been recorded. The individually impaired receivables mainly relate 
to customers affected by the unexpected difficult economic situation. 
At 31 December 2010 trade receivables of £27,182,000 (2009: £23,528,000) were considered to be fully performing.
Notes to the financial statements  ⁄ continued 49
Lupus Capital plc
Annual Report & Accounts 2010
14. Trade and other receivables continued
Trade receivables of £991,000 (2009: £1,407,000) were past due but not impaired as at 31 December 2010. These relate to 
customers for whom there is no recent history of default. The ageing analysis of these trade receivables is as follows:
2010
£’000
2009
£’000
Trade receivables within normal payment terms and considered to be fully performing 25,389 23,528
Trade receivables within normal payment terms but considered not to be fully performing 913 –
Trade receivables past due date and aged up to three months from invoice date 1,780 1,407
Trade receivables past due and aged between three and twelve months after the invoice date 91 –
Trade receivables 28,173 24,935
Movements in the Group provisions for impairment of trade receivables are as follows, which are included in administrative 
expenses in the income statement:
2010
£’000
2009
£’000
At 1 January 1,909 1,586
Provision for receivables impairment 974 1,086
Receivables written off in year (336) (608)
Unused amounts released (207) (155)
Other – 56
Exchange differences 20 (56)
At 31 December 2,360 1,909
The carrying amounts of the Group’s trade and other receivables are denominated in the following currencies:
2010
£’000
2009
£’000
Pounds 14,394 14,477
US Dollars 11,520 9,091
Euros 4,242 4,684
Other currencies 2,766 1,598
32,922 29,850
15. Trade and other payables
2010
£’000
2009
£’000
Trade payables 19,773 18,045
Other taxes and social security costs 2,596 2,007
Accruals and accrued income 17,996 16,763
40,365 36,815
The carrying amounts are considered to be a reasonable approximation of fair value.
The carrying amounts of the Group’s trade and other payables are denominated in the following currencies:
2010
£’000
2009
£’000
Pounds 21,391 18,727
US Dollars 13,413 11,360
Euros 3,468 3,049
Other currencies 2,093 3,679
40,365 36,815 50
Lupus Capital plc
Annual Report & Accounts 2010
16. Interest-bearing loans and borrowings
2010
£’000
2009
£’000
Current
Bank borrowings 5,163 3,063
Obligations under finance leases and hire purchase contracts 9 8
5,172 3,071
Non-current
Bank borrowings 114,304 132,887
Obligations under finance leases and hire purchase contracts 1 10
114,305 132,897
Minimum lease payments due under finance leases are as follows:
Less than one year 9 8
1 to 5 years 1 10
10 18
All the bank borrowings are secured over the majority of the Building Products Division assets. In addition the Company has given 
the banks a share pledge over its shares in Gall Thomson.
The Group also has revolving credit facilities of $10,015,000 and £5,000,000 neither of which were drawn down at 31 December 2010.
The carrying amounts of the Group’s borrowings approximate to their fair value and are denominated in the following currencies:
2010
£’000
2009
£’000
Pounds 46,867 57,352
US Dollars 72,610 78,616
119,477 135,968
There were no defaults of interest payments in the year under the terms of the loan agreements.
17. Provisions
Property 
related
£’000
Restructuring 
£’000
Other
£’000
Total
£’000
At 1 January 2009 13,459 3,202 3,780 20,441
Provided during the year 932 361 647 1,940
Utilised during the year (1,758) (954) (269) (2,981)
Released during the year (110) (1,711) (62) (1,883)
Re-categorisation – – 3,100 3,100
Unwinding of discount 634 – – 634
Exchange differences (69) (167) – (236)
At 31 December 2009 13,088 731 7,196 21,015
Provided during the year 142 412 607 1,161
Utilised during the year (1,604) (472) (439) (2,515)
Released during the year (565) (307) (800) (1,672)
Unwinding of discount 559 – – 559
Exchange differences 13 12 – 25
At 31 December 2010 11,633 376 6,564 18,573
Current liabilities 1,293 376 1,915 3,584
Non-current liabilities 10,340 – 4,649 14,989
Total 11,633 376 6,564 18,573
The property related provisions represent the estimated net present value of future costs for lease rentals, dilapidations and other 
property costs for facilities that are surplus to business requirements. The leases have terms of up to seven years to expiry.
Other provisions comprise product liability, taxation and inventory related provisions.
Notes to the financial statements  ⁄ continued 51
Lupus Capital plc
Annual Report & Accounts 2010
18. Financial instruments: risk profile 
The Group’s principal financial instruments comprise bank loans, finance leases and hire purchase contracts, and cash and 
short-term deposits. The Group has various other financial instruments such as trade receivables and trade payables that arise 
directly from its operations. No trading in financial instruments is undertaken.
The Board reviews and agrees policies for managing each financial instrument risk and they are summarised below.
Liquidity and credit risk
The Group maintains sufficient cash and marketable securities and the availability of funding through an adequate amount of 
credit facilities. Management monitors rolling forecasts of the Group’s liquidity on the basis of expected cash flow. The Group 
manages liquidity risk by the pooling of cash resources and depositing funds available for investment in approved financial 
instruments with financial institutions. Counterparty risk with respect to cash and cash equivalents is managed by only investing in 
banks and financial instruments with independently assessed credit ratings of at least A-2- as published by Standard and Poors. 
Individual risk limits are assessed by management based on the external ratings. Management does not expect any losses from 
the non-performance by these counterparties.
Credit risk is also attributable to the Group’s exposure to trade receivables due from wholesale customers.
Management assesses the credit quality of customers taking into account their financial position, past experience and other 
factors. In order to mitigate credit risk the Group utilises credit insurance in those areas of its operations where such insurance is 
available. In areas where such insurance is not available, management monitors the utilisation of credit limits by customers, 
identified either individually or by group, and incorporates this information in credit risk controls. There are no significant 
concentrations of credit risk, due to the diverse nature of the Groups client base.
Trade receivables are presented in the balance sheet net of allowances for doubtful receivables, estimated by the Group’s 
management based on prior experience and their assessment of the current economic environment.
The Group’s exposure to credit risk is limited to the carrying amount of financial assets recognised at the balance sheet date, as 
summarised below:
2010
£’000
2009
£’000
Classes of financial instruments – carrying amounts
Cash and cash equivalents 27,748 24,955
Trade and other receivables 32,922 29,850
At 31 December 60,670 54,805
Management considers that all the above financial assets that are not impaired for each of the reporting dates under review are of 
good credit quality, including those that are past due.
During the year ended 31 December 2010 the Group operated within its borrowing facilities. 
The table below analyses the Group’s financial liabilities, which are classified as level 3, into relevant maturity groupings  
based on the remaining period at the balance sheet date to the contractual maturity date, including interest payments under  
cash flow hedges.
Less than 
1 year 
£’000
Between 
1 and 2 yrs 
£’000
Between 
2 and 5 yrs 
£’000
Total 
£’000
Borrowings 5,172 114,305 – 119,477
Derivative financial instruments – 1,998 – 1,998
Interest cash flows on debt and derivatives, settled net 6,040 2,905 8,945
Trade and other payables 40,365 1,559 – 41,924
At 31 December 2010 51,577 120,767 – 172,344
Borrowings 3,071 6,755 126,142 135,968
Derivative financial instruments 2,534 – – 2,534
Interest cash flows on debt and derivatives, settled net 9,071 8,945 4,278 2,534
Trade and other payables 36,815 782 – 37,597
At 31 December 2009 51,491 16,482 130,420 178,633 52
Lupus Capital plc
Annual Report & Accounts 2010
18. Financial instruments: risk profile continued
Interest rate risk
The Group has an overdraft facility, but this was not used for borrowing purposes. The interest rate profile of the Group’s 
borrowings as at 31 December 2010 was as follows:
Floating rate 
liabilities 
£’000
Fixed rate 
liabilities 
£’000
Total 
£’000
Pounds 46,867 – 46,867
US Dollars 72,600 10 72,610
At 31 December 2010 119,467 10 119,477
Pounds 57,352 – 57,352
US Dollars 78,598 18 78,616
At 31 December 2009 135,950 18 135,968
The interest rate on the floating rate bank loans are linked to LIBOR. 
The Group took out a swap agreement which was effective from 12 June 2007 and covered the period until 30 September 2010 
and the economic effect was to partially fix the interest rate for the borrowings for the LSSD acquisition. 
The Group entered into an interest rate cap transaction which was effective from 12 June 2007 and covered the period until 
30 September 2010. The economic effect was to cap the rate at which interest is payable on 50% of the $240 million loan facility 
at 5.5%. 
On 10 February 2010, Jasper Acquisition Holdings Limited entered into new interest swap agreements with the economic effect 
of fixing the USD denominated debt related to the LSS acquisition in excess of the existing swap agreement at an interest rate of 
1.85% per annum. The GBP denominated debt related to the LSS acquisition was fixed at an interest rate of 2.045%. All the swap 
agreements cover the period from 30 March 2010 to 02 July 2012. 
On 9 April 2010, a GBP swap agreement was entered into by Schlegel Acquisition Holdings Limited, with the economic effect of 
fixing the debt related to the Schlegel acquisition at an interest rate of 1.88%. The swap agreement covers the period from 
30 June 2010 to 02 July 2012.
Floating rate 
borrowings 
£’000
Covered 
by interest 
rate swaps 
£’000
Swap 
fixed 
rate 
%
At 31 December 2010
Pounds* 47,914 47,800 2.006
US Dollars* 74,483 72,717 1.850
122,397 120,517
At 31 December 2009
Pounds – – –
US Dollars* 81,913 58,388 5.025
81,913 58,388
*  These amounts exclude capitalised loan fees.
Interest rate risk of financial assets
The Board periodically reviews any exposure the Group may have to interest rate fluctuations. The weighted average interest rate 
received on deposited funds was 2.15% during the year (2009: 1.98%).
Foreign currency risk
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily 
with respect to the US Dollar, the Euro, the RMB and the Australian Dollar. Foreign exchange risk arises from future commercial 
and financing transactions, recognised assets and liabilities denominated in a currency that is not the Group’s presentational 
currency and net investments in overseas entities.
The Group has a number of overseas subsidiaries, whose net assets are subject to currency translation risk. The Group borrows 
in local currencies as appropriate, to minimise the impact of this risk on the balance sheet.
Overseas subsidiaries are responsible for managing transactional foreign exchange risk arising from future commercial and 
financing transactions and recognised assets and liabilities in currencies other than their functional currency, usually by using 
forward currency contracts.
Notes to the financial statements  ⁄ continued 53
Lupus Capital plc
Annual Report & Accounts 2010
18. Financial instruments: risk profile continued
2010 2009
Closing rates:
US Dollars 1.5471 1.5928
Euros 1.1675 1.1113
Average rates:
US Dollars 1.5463 1.5659
Euros 1.1661 1.1230
Foreign currency exchange rate sensitivity
The Group receives approximately 44% of its revenues and incurs approximately 43% of its costs in USD. The Group is therefore 
sensitive to movements in the USD against GBP. Each five cent movement in the USD to GBP exchange rate has circa £0.4 million 
impact on operating profits. Offsetting this will be reductions to USD interest and US tax liabilities. This analysis assumes all other 
variables, including interest rates, remain constant.
 
The Group receives approximately 11% of its revenues and incurs approximately 10% of its costs in Euros. Each five cent 
movement in the Euro to GBP exchange rate has a circa £0.2 million impact on operating profits. Offsetting this will be reductions 
to euro interest and euro tax liabilities. This analysis assumes all other variables, including interest rates, remain constant.
Additionally the Group incurs approximately 7% of its costs in Chinese Renminbi (“RMB”). Each RMB 0.40 movement in the RMB 
to GBP exchange rate has a circa £0.6 million impact on operating profits. 
The impact of movements in other exchange rates is immaterial.
Foreign currency financial assets and liabilities, translated into Sterling at the closing rate, are as follows: 
USD 
£’000
Euros 
£’000
Other 
£’000
Total 
£’000
Short term exposure
Financial assets 18,818 6,323 3,445 28,586
Financial liabilities (16,031) (3,468) (2,093) (21,592)
At 31 December 2010 2,787 2,855 1,352 6,994
Long term exposure
Financial assets – – – –
Financial liabilities (75,322) (153) (30) (75,505)
At 31 December 2010 (75,322) (153) (30) (75,505)
USD 
£’000
Euros 
£’000
Other 
£’000
Total 
£’000
Short term exposure
Financial assets 15,768 7,381 2,411 25,560
Financial liabilities (15,159) (3,049) (3,679) (21,887)
At 31 December 2009 609 4,332 (1,268) 3,673
Long term exposure
Financial assets – – – –
Financial liabilities (80,717) (205) – (80,922)
At 31 December 2009 (80,717) (205) – (80,922)
19. Pensions and other post-employment benefit plans
19.1 Defined contribution pension schemes
The Group operates a number of defined contribution pension schemes, the assets of which are held externally to the Group in 
separate trustee administered funds. The costs of the Group’s defined contribution pension schemes are charged to the income 
statement in the period in which they fall due. The Group had unpaid pension contributions of £38,000 (2009: £40,000) included 
within employee benefit liabilities.
19.2 Defined benefit pension and post retirement benefit schemes
The Group’s principal defined benefit pension scheme and post-retirement healthcare scheme is operated in the USA. An actuarial 
valuation was last performed as at 31 December 2010. When revalued, scheme assets are included at market value and scheme 
liabilities are measured on an actuarial basis using the net periodic benefit cost; these liabilities are discounted at the current rate 
of return on a high quality corporate bond of equivalent currency and term. Surpluses are only included to the extent that they are 
recoverable through reduced contributions in the future or through refunds from the schemes.  54
Lupus Capital plc
Annual Report & Accounts 2010
19. Pensions and other post-employment benefit plans continued
The current service cost and any past service costs are included in the income statement within operating expenses and the 
expected return on the schemes’ assets, net of the impact of the unwinding of the discount on scheme liabilities, is included within 
other finance income and costs. Actuarial gains and losses, including differences between the expected and actual return on 
scheme assets, are recognised, net of the related deferred tax, in the consolidated statement of comprehensive income.
The pension scheme is closed to new entrants; as a result the service costs to the Group will rise in future years. The expected 
level of contributions to the defined benefit scheme and post retirement healthcare scheme in the year to December 2011 is 
£1,266,000 (2010: £821,000).
Other defined benefit pension schemes had net liabilities of £230,000 (2009: £152,000) 
Amounts recognised in the income statement in respect of the defined benefit pension and post retirement benefit schemes:
2010 
£’000
2009 
£’000
Included in operating profit
Current service cost 255 216
2010 
£’000
2009 
£’000
Included in finance income and costs
Interest cost 1,009 995
Expected return on plan assets (757) (640)
252 355
The major assumptions used by the actuary were:
31 December 
2010
31 December 
2009
Rate of increase in salaries n/a n/a
Long term rate of inflation 3% 3%
Rate of increase in pensions in payment 0.0% 0.0%
Discount Rate 5.5% 5.75%
Health care cost trend
1
9.0%-5.0% 8.25%-5.0%
1  The level of healthcare contributions are capped and adopting a higher trend rate does not materially affect the liability.
The mortality assumptions employed in determining the present value of scheme liabilities under IAS 19 are in accordance with the 
underlying funding valuations and represented actuarial best practice in the relevant jurisdictions taking account of mortality 
experience and industry circumstances.
Amounts recognised in the consolidated statement of comprehensive income in respect of the defined benefit pension and post 
retirement benefit schemes: 
2010 
£’000
2009 
£’000
Actual return on plan assets 1,380 1,713
Expected return on plan assets (757) (640)
Experience gain/(loss) on assets 623 1,073
Experience gain/(loss) on liabilities (481) (2,682)
Net loss before exchange 142 (1,609)
Foreign exchange differences (219) 683
Amounts recognised during the year (77) (926)
Notes to the financial statements  ⁄ continued 55
Lupus Capital plc
Annual Report & Accounts 2010
19. Pensions and other post-employment benefit plans continued
Changes in the present value of the benefit obligation were as follows:
Change in defined benefit obligation
2010 
£’000
2009 
£’000
Defined benefit obligation at beginning of year 17,440 15,822
Current service cost 255 216
Interest cost 1,009 995
Actuarial loss 481 2,682
Benefits paid (834) (784)
Foreign exchange 515 (1,491)
Defined benefit obligation at end of year 18,866 17,440
Changes in the fair value of plan assets were as follows:
Change in plan assets
2010 
£’000
2009 
£’000
Fair value of plan assets at beginning of year 9,942 8,506
Actual return on plan assets 1,380 1,713
Employer contributions 841 1,317
Plan participant contributions 67 –
Benefits paid (901) (784)
Foreign exchange 293 (810)
Fair value of plan assets at end of year 11,622 9,942
The fair value of plan assets by asset category was as follows:
Plan assets by category
2010 
£’000
2009 
£’000
Equity securities 7,414 6,535
Debt securities 3,473 2,864
Real estate 734 543
Other 1 –
Total 11,622 9,942
The cumulative actuarial loss recognised in the consolidated statement of comprehensive income since acquiring the pension 
obligations in April 2007 is as follows:
£'000
Recognised in 2007 financial year (105)
Recognised in 2008 financial year (3,669)
Recognised in 2009 financial year (926)
Recognised in 2010 financial year (77)
Cumulative actuarial loss recognised in the consolidated statement of comprehensive income (4,777)
History of scheme assets, liabilities and actuarial gains and losses
2010 
£’000
2009 
£’000
2008 
£’000
2007 
£’000
2006 
£’000
Fair value of plan assets at the end of the year 11,555 9,942 8,506 7,245 7,277
Defined benefit obligation at end of year (18,866) (17,440) (15,822) (10,503) (10,552)
Deficit at the end of the year (7,311) (7,498) (7,316) (3,258) (3,275)
Actual return less expected return on scheme assets 623 1,073 (2,392) (335) 3
% of scheme assets 5.4% 10.8% (28.1)% (4.6)% 0.0%
Experience (loss)/gain arising on scheme obligations (present value) (481) (2,682) (799) 182 65
% of scheme obligations (present value) 2.5% 15.4% 5.0% (1.7)% (0.6)% 56
Lupus Capital plc
Annual Report & Accounts 2010
20. Share capital
Number of 
shares 
’000
Ordinary 
shares of 
5p each 
£’000
31 December 2009 and 31 December 2010 137,287 6,864
The total authorised number of ordinary shares is 180,000,000 (2009: 180,000,000) with a par value of 5p per share (2009: 5p per 
share). All issued shares are fully paid. 7,446,683 ordinary shares (2009: 7,446,683) are held by the Company as treasury shares.
Share-based payments
In 2010 the Group operated two share schemes: the 2008 Share Option Scheme and the LTIP.
For the purposes of assessing the income statement change under IFRS 2, the options awarded under the 2008 Share Option 
Scheme were valued using a Black Scholes model. The nil cost options awarded under the LTIP were valued using a probability 
model to predict EPS levels. The charge to the income statement in 2010 was £63,000 (2009: £23,000).
2008 Share Option Scheme
Share options were granted under the 2008 Share Option Scheme to executive directors and managers in July 2008. The Remuneration 
Committee has resolved that no further options will be granted under the 2008 Share Option Scheme. The exercise price was the market 
price at the close of business on the day preceding the date of grant. Options are exercisable three years after the date of grant provided 
the participant remains an employee of the Group and performance targets for earnings per share growth are met. 
The fair value per option granted under the 2008 Share Option Scheme and the assumptions used in the calculation of the 
share-based payment charge are as follows:
2008 Share Option Scheme
Valuation model Black Scholes
Date of grant 25 July 2008
Number granted 6,475,000
Share price at date of award 38 pence
Fair value (pence) 8 pence
Exercise price (pence) 38 pence
Expected volatility (per cent. p.a.) 35%
Expected dividends (per cent. p.a.) 1.5%
Vesting period 3 years
Vesting conditions Continuous service and cumulative Underlying EPS in 2010 in range of 
13.52 to 14.58 pence
As the vesting conditions for the 2008 Share Option Scheme have not been met, all outstanding options will lapse upon the 
signing of these accounts.
Movements in the number of share options outstanding and their related weighted average exercise price (“WAEP”) are as follows:
2010 2009
Number of 
options 
’000 WAEP
Number of 
options 
’000 WAEP
At 1 January 4,400 38.00p 6,475 38.00p
Lapsed – – (2,075) 38.00p
31 December 4,400 38.00p 4,400 38.00p
LTIP
Conditional, annual awards of shares are granted under the LTIP to certain executive directors and senior managers at the 
discretion of the Remuneration Committee. Provided the participant remains an employee of the Group and the performance 
conditions are met, awards will vest three years after the date of grant at no cost to the employee. The percentage of shares  
that will actually vest is dependent upon the Group’s earnings per share growth over a three year measurement period ending 
31 December 2013. Further information on the LTIP and the performance conditions is given in the Remuneration Report.
Notes to the financial statements  ⁄ continued 57
Lupus Capital plc
Annual Report & Accounts 2010
20. Share capital continued
The fair value of the awards granted under the LTIP and the assumptions used in the calculation of the share-based payment 
charge are as follows:
LTIP
Valuation model Probability model to predict EPS levels
Date of grant 11 December 2010
Number granted 1,413,000
Share price at date of award 107 pence
Fair value (pence) 34 pence
Exercise price (pence) Nil pence
Expected life of award 3 years
Vesting conditions Continuous service and cumulative Underlying EPS over 3 years 2011 to 
2013 in range of 38 to 47 pence
Movements in the number of outstanding conditional awards of shares are as follows:
2010 2009
Number of 
shares 
’000
Number of 
shares 
’000
At 1 January – –
Granted 1,413 –
31 December 1,413 –
21. Dividends
No dividends were declared or paid in 2010 (2009: nil). A dividend of 2.0 pence per ordinary share has been proposed by the 
Directors for approval at the forthcoming AGM.
22. Adjustments to cash flows from operating activities
The following non-cash and financing adjustments have been made to profit/(loss) before tax for the year to arrive at operating 
cash flow:
2010 
£’000
2009 
£’000
Net finance costs 11,996 12,639
Depreciation 6,493 6,741
Amortisation 11,749 11,553
Intangible and Fixed assets written off 76 479
Non cash adjustments 289 1,404
Share based payments 63 23
30,666 32,839
23. Contingent liabilities
2010 
£’000
2009 
£’000
Financial guarantees 983 1,253
Performance bonds 9 9
992 1,262
The Group has guarantees amounting to £983,000 (2009: £1.253,000). These guarantees principally relate to letters of credit 
provided by banks in respect of workmens‘ compensation claims on which no losses are anticipated. These guarantees are 
defined as financial guarantees under IAS39 and their fair value at 31 December 2010 was £nil (2009: £nil). 58
Lupus Capital plc
Annual Report & Accounts 2010
24. Financial commitments
The Group has entered into commercial leases on certain properties. There are no restrictions placed upon the lessee by entering 
into these leases.
The present value of future minimum rentals payable under non-cancellable operating leases are as follows:
Land and Buildings
2010 
£’000
2009 
£’000
Not later than one year 3,422 3,723
After one year but more than five years 12,717 9,709
Over five years 7,106 7,959
Other
2010 
£’000
2009 
£’000
Not later than one year 410 554
After one year but more than five years 537 588
Over five years 62 2
25. Investments in subsidiaries
Details of the principal subsidiaries of the Group, all of which are wholly owned, are as follows:
Country of incorporation Nature of business
Gall Thomson Environmental Limited UK Oil services
KLAW Products Limited* UK Industrial couplings
Octroi Group Limited UK Investment company
Lupus Capital Management Limited UK Management services
Schlegel Acquisition Holdings Limited UK Holding company
Schlegel UK (2006) Limited* UK Building products
Schlegel System Inc USA Building products
Schlegel Australia Pty Limited* Australia Building products
Schlegel Gmbh* Germany Building products
Schlegel Belgium BVBA* Belgium Building products
Schlegel SRL * Italy Building products
Schlegel Taliana SL * Spain Building products
Jasper Acquisition Holdings Limited UK Holding company
Jasper Acquisition Limited* UK Holding company
Amesbury Acquisition Holdings (No 2) Inc* USA Holding company
Amesbury Industries Inc* USA Building products
Amesbury Finance Holdings LLC* USA Holding company
Lupus Investments Unlimited Company* UK Investment company
Amesbury Door Hardware Inc (SD)* USA Building products
Amesbury Group Inc* USA Holding company
Amesbury Group Plastic Profiles Inc* USA Building products
Bandlock Corporation Inc* USA Building products
Balance Systems Inc* USA Building products
Fastek Products Inc* USA Building products
grouphomesafe Limited* UK Holding company
Balance UK Limited* UK Building products
ERA Products Limited* UK Building products
EWS (Manufacturing) Limited* UK Building products
Intron Limited* UK Building products
LSH (UK) Limited* UK Building products
Linear Limited* UK Building products
Lindman Group Limited* UK Building products
Securidor Holdings Limited* UK Building products
Ventrolla Limited* UK Building products
* Held by a subsidiary.
Notes to the financial statements  ⁄ continued 59
Lupus Capital plc
Annual Report & Accounts 2010
26. Related party transactions
Directors
During the financial year, no contracts of significance other than those disclosed within directors’ remuneration were entered into 
by the Group or any of its subsidiaries in which the directors had a material interest.
Key management compensation
Compensation for directors who have the sole responsibility for planning, directing and controlling the Group is disclosed in 
note 6.
Transactions between the Company and its subsidiaries, which are related parties are eliminated on consolidation. 
27. Post Balance Sheet Events
There have been no post balance sheet events which the Group must disclose. 60
Lupus Capital plc
Annual Report & Accounts 2010
We have audited the parent company financial statements of Lupus Capital plc for the year ended 31 December 2010 which 
comprise the parent company balance sheet and the related notes. The financial reporting framework that has been applied 
in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted 
Accounting Practice).
This report is made solely to the company’s members, as a body, in accordance with chapter 3 of Part 16 of the Companies Act 
2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to 
state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume 
responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for 
the opinions we have formed.
Respective responsibilities of directors and auditors
As explained more fully in the Directors’ Responsibilities Statement, the directors are responsible for the preparation of the parent 
company 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 parent company financial statements in accordance with applicable law and International Standards on Auditing 
(UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the APB’s website at  
www.frc.org.uk/apb/scope/private.cfm
Opinion on financial statements
In our opinion the parent company financial statements:
give a true and fair view of the state of the company’s affairs as at 31 December 2010; •	
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and •	
have been prepared in accordance with the requirements of the Companies Act 2006. •	
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ Report for the financial year for which the financial statements are prepared is 
consistent with the parent company financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in 
our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been •	
received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or •	
certain disclosures of directors’ remuneration specified by law are not made; or •	
we have not received all the information and explanations we require for our audit. •	
Other matter
We have reported separately on the group financial statements of Lupus Capital plc for the year ended 31 December 2010. 
Charles Hutton-Potts BSc, FCA
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
London
23 March 2011
Independent auditor’s report to the members of Lupus Capital plc ⁄ 61
Lupus Capital plc
Annual Report & Accounts 2010
Company balance sheet ⁄
As at 31 December 2010
Note
2010 
£’000
2009 
£’000
Fixed assets
Investments 4 192,453 185,153
192,453 185,153
Current assets
Debtors 6 7,048 7,048
Cash at bank and in hand 19,889 18,398
26,937 25,446
LIABILITIES
Creditors: Amounts falling due within one year 7 (5,288) (5,237)
NET CURRENT ASSETS 21,649 20,209
TOTAL ASSETS LESS CURRENT LIABILITIES 214,102 205,362
Creditors: Amounts falling due after one year 8 (7,876) (7,876)
NET ASSETS 206,226 197,486
EQUITY
Shareholders’ equity
Called up share capital 11 6,864 6,864
Share premium 11 101 101
Other reserves 11 8,920 8,920
Treasury reserve 11 (6,764) (6,764)
Retained earnings 11 197,105 188,365
TOTAL EQUITY 206,226 197,486
The financial statements were approved by the Board on 23 March 2011.
Louis Eperjesi 
Chief Executive Office
James Brotherton
Chief Financial Officer 62
Lupus Capital plc
Annual Report & Accounts 2010
1. Accounting policies
Going concern
The financial statements have been prepared on the going concern basis, which assumes that the Group will have sufficient funds 
to continue in operational existence for the foreseeable future.
The Group’s debt facilities expire in July 2012 and the Group expects that it will be able to meet its debt facility interest and 
repayment obligations in 2011 and that trading will be at least flat in comparison to 2010. Accordingly, the Company has assumed 
that the going concern basis of preparation of these financial statements is appropriate. 
Accounting convention
The separate financial statements of the Company are presented as required by the Companies Act 2006. As permitted by that 
act, the financial statements have been prepared in accordance with applicable UK accounting standards (UK GAAP). 
All other accounting policies remain unchanged from those used in the last annual accounts. 
Investments 
Investments in subsidiaries are stated at cost less any permanent diminution of value.
Financial instruments
Financial assets and liabilities are recognised on the Company’s balance sheet when the Company becomes a party to the 
contractual provisions of the instrument.
Trade debtors are stated at their nominal value as reduced by appropriate allowances for estimated recoverable amounts.
Trade creditors are stated at their nominal amount.
Borrowings
Interest bearing loans and overdrafts are recorded at the proceeds received. All borrowing costs are expensed as incurred, on 
accruals basis, to the Company profit and loss account using the effective interest rate method.
Share-based payments 
The Company has applied the requirements of FRS 20 Share-based Payments. The Company issues equity-settled share-based 
payments to certain employees. Equity-settled share-based payments are measured at fair value at the date of grant. The fair 
value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the 
vesting period, based on the Group’s estimate of shares that will eventually vest.
Fair value is measured by use of the Black Scholes model. The expected life used in the model has been adjusted, based on 
management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations. 
2. Profit attributable to the shareholders of the Company
The Company is an investment holding company. It receives dividend income from subsidiaries and bank interest. It pays loan 
interest to a subsidiary. Almost all administrative expenses are paid by the Company’s subsidiary, Lupus Capital Management 
Limited, including the whole amount of relevant auditor’s remuneration and operating lease costs.
As permitted by section 408 of the Companies Act 2006, the Company’s profit and loss account has not been included in these 
accounts. The profit on ordinary activities attributable to shareholders of the Company dealt with in these accounts was 
£8,677,000 (2009: £4,920,000)
3. Employees
Other than the directors, there were no employees of the Company during the year (2009: nil). Directors’ emoluments are set out 
in the Directors’ Remuneration Report in the Group’s accounts. 
Notes to the company financial statements ⁄ 63
Lupus Capital plc
Annual Report & Accounts 2010
4. Fixed asset investments
£’000
Cost
At 1 January 2009 185,762
Capital injection 2
At 31 December 2009 185,764
Subscription of shares 7,300
At 31 December 2010 193,064
Impairment
At 1 January and 31 December 2009 611
Charge for the year –
At 31 December 2010 611
Net book value
At 31 December 2010 192,453
At 31 December 2009 185,153
The subscription of shares relates to subscription of shares in Lupus Capital Management Limited and Jasper Acquisition 
Holdings Limited of £5,000,000 and £2,300,000 respectively.
5. Investments in subsidiaries
Details of the principal subsidiaries of the Company, all of which are wholly owned, are as follows:
Country of incorporation Nature of business
Gall Thomson Environmental Limited UK Oil services
Octroi Group Limited UK Investment company
Lupus Capital Management Limited UK Management services
Schlegel Acquisition Holdings Limited UK Holding company
Jasper Acquisition Holdings Limited UK Holding company
6. Debtors
2010 
£’000
2009 
£’000
Amount due from subsidiary undertaking 7,048 7,048
The amounts due from subsidiary undertakings are repayable on demand but are unlikely to be repaid within one year.
7. Creditors: amounts falling due within one year
2010 
£’000
2009 
£’000
Trade creditors – –
Amounts owed to Group undertakings 4,826 4,809
Corporation tax 462 428
5,288 5,237
8. Creditors: amounts falling due after more than one year
2010 
£’000
2009 
£’000
Loan notes owed to Group undertakings 7,876 7,876
The loan note is between the Company and Octroi Group Limited, a subsidiary, and interest is charged at a fixed rate of 2 per 
cent. per annum, payable half yearly in arrears.  64
Lupus Capital plc
Annual Report & Accounts 2010
9. Borrowing
The Group overdraft facility of £100,000 is available to the Company. It falls due for renewal annually in October of each year. 
10. Share capital
The share capital of the Company is as set out in note 20 of the Group accounts.
11. Reconciliation of movements in equity
Share 
capital 
£’000
Share 
premium 
account 
£’000
Other 
reserves 
£’000
Treasury 
reserve 
£’000
Profit & 
loss 
account 
£’000
Total 
£’000
At 1 January 2009 6,864 101 8,920 (6,764) 183,422 192,543
Shares issued net of costs – – – – – –
Profit for the year – – – – 4,920 4,920
Share based payments – – – – 23 23
At 31 December 2009 6,864 101 8,920 (6,764) 188,365 197,486
Shares issued net of costs – – – – – –
Profit for the year – – – – 8,677 8,677
Share based payments – – – – 63 63
At 31 December 2010 6,864 101 8,920 (6,764) 197,105 206,226
Details of share based payments are given in note 20 of the Group accounts.
12. Financial commitments
At 31 December 2010 the Company had future annual lease commitments under non-cancellable operating leases as stated 
below. These commitments are met on the Company’s behalf by Lupus Capital Management Limited.
Land and buildings
2010 
£’000
2009 
£’000
Expiry date
Within one year 14 32
13. Related party transactions
The only transaction between the Company and its subsidiaries, which are related parties, was the payment of interest on the loan 
note mentioned in note 8. The total interest payable for the year was £158,000.
Notes to the company financial statements  ⁄ continued 65
Lupus Capital plc
Annual Report & Accounts 2010
Advisers ⁄
Secretary
Cavendish Administration Limited
Company number
2806007
Registered office
Crusader House
145-157 St John Street
London, EC1V 4RU
Auditors
Grant Thornton UK LLP
Grant Thornton House
Melton Street
London, NW1 2EP
Definitions ⁄
Where appropriate “Underlying” is defined as before amortisation of intangible assets, deferred tax on amortisation of intangible •	
assets, exceptional items, unwinding of discount on provisions, amortisation of borrowing costs and the associated tax effect.
“Underlying Net Debt“ is defined as interest bearing loans and borrowings, net of cash and cash equivalents, plus unamortised •	
borrowing costs added back.
“Operating Cash Conversion” is defined as Net cash inflow from operating activities before Income tax paid and after Payments •	
to acquire property, plant and equipment divided by Underlying operating profit.
“Dropthrough Margin” is defined as Incremental Underlying Operating Profit as a percentage of Incremental Sales. •	
Roundings ⁄
 
Percentage increase/decrease numbers have been calculated using figures rounded to the nearest thousand from the financial •	
statements, which may lead to small differences in some figures and percentages quoted.
Exchange rates ⁄
2010 2009
Closing rates:
US Dollars 1.5471 1.5928
Euros 1.1675 1.1113
Average rates:
US Dollars 1.5463 1.5659
Euros 1.1661 1.1230
Registrar
Capita Registrars Limited
The Registry
34 Beckenham Road
Beckenham
Kent, BR3 4TU
Nominated adviser and broker
Collins Stewart Europe Limited
88 Wood Street
London, EC1V 7QR
Website
www.lupuscapital.co.uk 66
Lupus Capital plc
Annual Report & Accounts 2010
Notice of Annual General Meeting ⁄
Notice is hereby given that the Annual General Meeting of Lupus Capital plc (company number 2806007) will be held at the offices 
of College Hill, The Registry, Royal Mint Court, London EC3N 4QN, on 27 May 2011 at 10:30 am, for the following purposes:
Ordinary resolutions
To consider and, if thought fit, approve the following ordinary resolutions:
1. To receive and adopt the audited financial statements for the financial year ended 31 December 2010 together with the reports 
of the directors and auditors.
2. To declare a final dividend of 2.00p per ordinary share for the financial year ended 31 December 2010.
3. To re-elect Mr Pike.
4. To re-elect Mr Eperjesi.
5. To elect Mr Brotherton, who offers himself for election as a director, having been appointed by the Board since the last  
Annual General Meeting.
6. To re-elect Mr Tench.
7. To re-elect Mr Towers.
8. To re-appoint Grant Thornton UK LLP as independent auditors of the Company to hold office until the conclusion of the next 
Annual General Meeting.
9. To authorise the directors to set the remuneration of the independent auditors.
10. To approve the Directors’ Remuneration Report for the financial year ended 31 December 2010.
11. THAT the directors be and are hereby generally and unconditionally authorised (in substitution for all existing authorities) to 
exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for or convert any security 
into shares in the Company up to an aggregate nominal amount of £2,164,013.30 (being one-third of the issued share capital 
excluding treasury shares of the Company as at the date of the notice of this meeting) which authority shall expire on 1 July 
2016 (unless previously revoked or varied by the Company in general meeting) save that the Company may before such expiry 
make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert securities 
into shares to be granted after the authority ends and the directors may allot shares or grant rights to subscribe for or convert 
securities into shares under any such offer or agreement as if this authority had not ended.
Special resolutions
To consider and, if thought fit, approve the following special resolutions:
12. THAT the directors be and are hereby empowered pursuant to section 570 of the Companies Act 2006 (the “Act”) to allot 
equity securities (within the meaning of section 560 of the Act) for cash and/or sell equity securities held as treasury shares 
pursuant to section 570 of the Act, as if section 561(1) of the Act did not apply to any such allotment, provided that this power 
shall be limited to:
(A) the allotment of equity securities in connection with a rights issue, open offer or any other pre-emptive offer in favour of 
ordinary shareholders (excluding any shareholder holding shares as treasury shares) and in favour of holders (excluding any 
holder holding shares as treasury shares) of any other class of equity security in accordance with the rights attached to 
such class where the equity securities respectively attributable to the interests of such persons on a fixed record date are 
proportionate (as nearly may be) to the respective numbers of equity securities held by them, or are otherwise allotted in 
accordance with the rights attaching to such equity securities (subject in either case to such exclusions or other 
arrangements as the Directors may deem necessary or expedient to deal with fractional entitlements or legal or practical 
problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter 
whatsoever): and
(B) the allotment of (otherwise than pursuant to 12(A) above) of equity securities and/or sale of equity securities held as 
treasury shares up to an aggregate nominal value of £343,218.70 (being 5% of the issued share capital as at the date of the 
notice of this meeting). 
 and shall expire on the close of the Annual General Meeting of the Company in 2012 save that the Company may make an 
offer or agreement before such expiry which would or might require equity securities to be allotted after such expiry and  
the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred thereby had  
not expired.  67
Lupus Capital plc
Annual Report & Accounts 2010
13. THAT the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 
693(4) of the Act) of ordinary shares of 5 pence nominal value of the Company provided that:
(A) the maximum number of ordinary shares of 5 pence nominal value hereby authorised to be purchased is 19,463,135,  
being 14.99% of the Company’s voting ordinary shares in issue at the date of this Meeting;
(B) the minimum price, exclusive of any expenses, which may be paid for an ordinary share (excluding treasury shares) is  
5 pence;
(C) the maximum price, exclusive of any expenses, which may be paid for any such share is an amount equal to 105% of the 
average of the middle market quotations for an ordinary share taken from the London Stock Exchange Daily Official List for 
the five business days immediately preceding the date on which such share is contracted to be purchased;
(D) any ordinary shares purchased pursuant to this authority shall be cancelled, or, if the Directors so determine, held as 
treasury shares;
(E) the authority hereby confirmed shall expire on the close of the Annual General Meeting in 2012; and
(F) the Company may make a contract for the purchase of ordinary shares under this authority before the expiry of this 
authority which would or might be executed wholly or partly after the expiry of such authority and may make purchases of 
ordinary shares in pursuance of such a contract as if such authority had not expired.
By order of the Board
Cavendish Administration Limited   Registered Office:
Company Secretary    145-157 St John Street
23 March 2011      London EC1V 4RU
     
NOTES 
Website address
1. Information regarding the meeting, including the information required by section 311A of the Companies Act 2006, is available from www.lupuscapital.co.uk
Entitlement to attend and vote
2. Only those holders of ordinary shares registered on the Company’s register of members at 6.00 pm on 25 May 2011; or, if this meeting is adjourned, at 6.00 pm on the day 
two days prior to the adjourned meeting, shall be entitled to attend and vote at the meeting.
Appointment of Proxies
3. Members entitled to attend, speak and vote at the meeting (in accordance with Note 2 above) are entitled to appoint one or more proxies to attend, speak and vote in their 
place. If you wish to appoint a proxy please use the Form of Proxy enclosed with this document or follow the instructions at note 7 below if you wish to appoint a proxy 
through the CREST electronic proxy appointment service. In the case of joint members, only one need sign the Form of Proxy. The vote of the senior joint member will be 
accepted to the exclusion of the votes of the other joint members. For this purpose, seniority will be determined by the order in which the names of the members appear in 
the register of members in respect of the joint shareholding. The completion and return of the Form of Proxy will not stop you attending and voting in person at the meeting 
should you wish to do so. A proxy need not be a member of the Company. You may appoint more than one proxy provided each proxy is appointed to exercise the rights 
attached to a different share or shares held by you. If you choose to appoint multiple proxies use a separate copy of this form (which you may photocopy) for each proxy, and 
indicate after the proxy’s name the number of shares in relation to which they are authorised to act (which, in aggregate, should not exceed the number of ordinary shares 
held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and returned in the same envelope.
4. You can appoint the Chairman of the Meeting, or any other person, as your proxy. If you wish to appoint someone other than the Chairman, cross out the words “the 
Chairman of the Meeting” on the Form of Proxy and insert the full name of your appointee.
5. You can instruct your proxy how to vote on each resolution by ticking the “For” and “Against” boxes as appropriate (or entering the number of shares which you are entitled to 
vote). If you wish to abstain from voting on any resolution please tick the box which is marked “Vote Withheld”. It should be noted that a vote withheld is not a vote in law and 
will not be counted in the calculation of the proportion of votes “For” and “Against” a resolution. If you do not indicate on the Form of Proxy how your proxy should vote,  
he/she can exercise his/her discretion as to whether, and if how so how, he/she votes on each resolution, as he/she will do in respect of any other business (including 
amendments to resolutions) which may properly be conducted at the meeting.
 A company incorporated in England and Wales or Northern Ireland should execute the Form of Proxy under its common seal or otherwise in accordance with Section 44 of 
the Companies Act 2006 or by signature on its behalf by a duly authorised officer or attorney whose power of attorney or other authority should be enclosed with the Form  
of Proxy.
Appointment of Proxy using Hard Copy Form
6. The Form of Proxy and any power of attorney (or a notarially certified copy or office copy thereof) under which it is executed must be received by Capita Registrars, Proxy 
Department, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU at 10.30 am on 25 May 2011 in respect of the meeting. Any Forms of Proxy received before 
such time will be deemed to have been received at such time. In the case of an adjournment, the Form of Proxy must be received by Capita Registrars no later than 48 hours 
before the rescheduled meeting.
 On completing the Form of Proxy, sign it and return it to Capita Registrars at the address shown on the reverse of the Form of Proxy. As postage has been pre-paid no stamp 
is required. You may, if you prefer, return the Form of Proxy in a sealed envelope to the address shown above.
Appointment of Proxies through CREST
7. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting to be held on the above date 
and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those 
CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate 
action on their behalf. 68
Lupus Capital plc
Annual Report & Accounts 2010
 In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly 
authenticated in accordance with Euroclear UK & Ireland Limited’s specifications and must contain the information required for such instructions, as described in the CREST 
Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in 
order to be valid, be transmitted so as to be received by the Company’s agent (ID: RA10) by the latest time(s) for receipt of proxy appointments specified in the notice of 
meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from 
which the Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies 
appointee through CREST should be communicated to the appointee through other means.
 CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special 
procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the 
responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service 
provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the 
CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in 
particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
 The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
 All messages relating to the appointment of a proxy or an instruction to a previously appointed proxy, which are to be transmitted through CREST, must be lodged at  
10.30 am on 25 May 2011 in respect of the meeting. Any such messages received before such time will be deemed to have been received at such time. In the case of an 
adjournment, all messages must be lodged with Capita Registrars no later than 48 hours before the rescheduled meeting.
Termination of proxy appointments
8. In order to revoke a proxy instruction you will need to inform the Company. Please send a signed hard copy notice clearly stating your intention to revoke your proxy 
appointment to Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU.
 In the case of a member which is a company, the revocation notice must be executed under its common seal or otherwise in accordance with section 44 of the Companies 
Act 2006 or by signature on its behalf by an officer or attorney whose power of attorney or other authority should be included with the revocation notice.
 If you attempt to revoke your proxy appointment but the revocation is received after the time specified in note 2 above then, subject to the paragraph directly below, your 
proxy will remain valid.
 If you submit more than one valid proxy appointment in respect of the same ordinary shares, the appointment received last before the latest time for receipt of proxies will 
take precedence.
 Completion of a Form of Proxy will not preclude a member from attending and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy 
appointment will be automatically terminated.
Nominated Persons
9. If you are a person who has been nominated under section 146 of the Companies Act 2006 to enjoy information rights:
•	 Y o u	m a y	h a v e	a	r i g h t	u n d e r	a n	a g r e e m e n t	b e t w e e n	y o u	a n d	t h e	m e m b e r	o f	t h e	C o m p a n y	w h o	h a s	n o m i n a t e d	y o u	t o	h a v e	i n f o r m a t i o n	r i g h t s	( R e l e v a n t	M e m b e r )	t o	b e	
appointed or to have someone else appointed as a proxy for the meeting.
•	 I f	y o u	e i t h e r	d o	n o t	h a v e	s u c h	a	r i g h t	o r	i f	y o u	h a v e	s u c h	a	r i g h t	b u t	d o	n o t	w i s h	t o	e x e r c i s e	i t ,	y o u	m a y	h a v e	a	r i g h t	u n d e r	a n	a g r e e m e n t	b e t w e e n	y o u	a n d	t h e	R e l e v a n t	
Member to give instructions to the Relevant Member as to the exercise of voting rights.
•	 Y o u r	m a i n	p o i n t	o f	c o n t a c t	i n	t e r m s	o f	y o u r	i n v e s t m e n t	i n	t h e	C o m p a n y	r e m a i n s	t h e	R e l e v a n t	M e m b e r	( o r ,	p e r h a p s ,	y o u r	c u s t o d i a n	o r	b r o k e r )	a n d	y o u	s h o u l d	c o n t i n u e 	t o	
contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative 
matters). The only exception to this is where the Company expressly requests a response from you.
 If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not have a right to appoint any 
proxies under the procedures set out in the notes to the form of proxy.
Questions at the Meeting
10. Under section 319A of the Companies Act 2006, the Company must answer any question you ask relating to the business being dealt with at the meeting unless:
•	 a n s w e r i n g	t h e	q u e s t i o n	w o u l d	i n t e r f e r e	u n d u l y	w i t h	t h e	p r e p a r a t i o n	f o r	t h e	m e e t i n g	o r	i n v o l v e	t h e	d i s c l o s u r e	o f	c o n fi d e n t i a l	i n f o r m a t i o n ;
•	 t h e	a n s w e r	h a s	a l r e a d y	b e e n	g i v e n	o n	a	w e b s i t e	i n	t h e	f o r m	o f	a n	a n s w e r	t o	a	q u e s t i o n ;	o r
•	 i t	i s	u n d e s i r a b l e	i n	t h e	i n t e r e s t s	o f	t h e	C o m p a n y	o r	t h e	g o o d	o r d e r	o f	t h e	m e e t i n g	t h a t	t h e	q u e s t i o n	b e	a n s w e r e d .
Issued Shares and total voting rights
11. The total number of shares in issue in the Company is 137,287,481 ordinary shares of 5p each. Of these 7,446,683 are held in Treasury. Therefore the total number of ordinary 
shares with voting rights is 129,840,798. On a vote by a show of hands, every holder of ordinary shares who (being an individual) is present by a person, by proxy or (being a 
corporation) is present by a duly authorised representative, not being himself a member, shall have one vote. On a poll every holder of ordinary shares who is present in 
person or by proxy shall have one vote for every ordinary share held by him.
Communication
12. Except as provided above, members who have general queries about the meeting should use the following means of communication (no other methods of communication 
will be accepted):
•	 c a l l i n g	C a p i t a	R e g i s t r a r ’ s	s h a r e h o l d e r	h e l p l i n e	( l i n e s	a r e	o p e n	f r o m	9 . 0 0	a m	t o	5. 3 0	p m	M o n d a y	t o	F r i d a y ,	e x c l u d i n g	p u b l i c	h o l i d a y s ) :
(i)  From UK: 0871 664 0300 (calls cost 10p per minute plus network extras);
(ii)  From Overseas: +44 208 639 3399 (calls from outside the UK are charged at applicable international rates); or
•	 i n	w r i t i n g	t o	C a p i t a	R e g i s t r a r s .
 You may not use any electronic address provided either:
•	 i n	t h i s	n o t i c e	o f	m e e t i n g ;	o r	
•	 a n y	r e l a t e d	d o c u m e n t s	( i n c l u d i n g	t h e	F o r m	o f 	P r o x y	f o r	t h i s	m e e t i n g )
 to communicate with the Company for any purposes other than those expressly stated.
Notice of Annual General Meeting  ⁄ continued 69
Lupus Capital plc
Annual Report & Accounts 2010
Notes ⁄ 70
Lupus Capital plc
Annual Report & Accounts 2010
Notes ⁄ 71
Lupus Capital plc
Annual Report & Accounts 2010
Form of proxy ⁄
Lupus Capital plc
I/We ...................................................................................................................................................................................................
of ........................................................................................................................................................................................................
(BLOCK CAPITALS PLEASE)
being (a) member(s) of Lupus Capital plc appoint the chairman of the meeting 
or (see note 1).....................................................................................................................................................................................
of ........................................................................................................................................................................................................
as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at 
the offices of College Hill, The Registry, Royal Mint Court, London EC3N 4QN on 27 May 2011 at 10:30 am and at any 
adjournment thereof.
Please indicate with an X in the spaces provided how you wish your votes to be cast on the resolutions specified.
Resolution For Against Abstain
1. To receive and adopt the audited financial statements for the year ended 31 December 2010
2. To declare a dividend of 2.00p per ordinary share 
3. To re-elect Mr Pike as a director
4. To re-elect Mr Eperjesi as a director
5. To elect Mr Brotherton as a director
6. To re-elect Mr Tench as a director
7. To re-elect Mr Towers as a director
8. To re-appoint Grant Thornton UK LLP as independent auditors to the Company 
9. To authorise the directors to set the auditors’ remuneration
10. To approve the Directors’ Remuneration Report
11. To authorise the directors to allot securities, up to an aggregate nominal amount of 
£2,164,013.30 
12. To authorise the directors to allot securities free from pre-emption rights, subject to certain 
specified limitations
13. To authorise the Company to purchase its own shares
Subject to any voting instructions so given the proxy will vote, or may abstain from voting, on any resolution as he may think fit.
Signature ..................................................................................................................... Dated this .................. day of ...................................... 2011
NOTES
1. If you so desire you may delete the words ’chairman of the meeting’ and insert the name of your own choice of proxy, who need not be a member of the Company. Please 
initial such alteration.
2. The proxy form must be lodged at the Company’s UK Registration Agent, Capita Registrars (Proxies), The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, not 
less than 48 hours before the time fixed for the meeting. In default the proxy cannot be treated as valid.
3. Alternatively, in the case of CREST members, voting may be effected by using the CREST electronic proxy appointment service. CREST members who wish to utilise the 
CREST service may do so by following the procedures described in the CREST manual. CREST Personal Members or other CREST sponsored members, and those CREST 
members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on 
their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message must be transmitted so as to be received by the 
Company’s agent, Capita Registrars (whose CREST ID is RA10) by the specified latest time for receipt of proxy appointments. For this purpose, the time of receipt will be 
taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company’s agent is able to retrieve the 
message by enquiry to CREST in the manner prescribed.
4. A corporation must execute the proxy under its common seal or under the hand of an officer or attorney duly authorised.
5. If this proxy form is executed under a power of attorney or other authority, such power of attorney or other authority or a notarially certified copy thereof must be lodged with 
the Registrars with the proxy form.
6. In the case of joint holders the vote of the senior shall be accepted to the exclusion of the other joint holders, seniority being determined by the order in which the names 
stand in the register in respect of the joint holding. Contents
01 Highlights
02 Our business at a glance 
04 Chairman’s statement
06  Chief Executive Officer’s and Chief  
Financial Officer’s review
08 Business review
12 Principal risks and uncertainties
14  Corporate social responsibility report
16 Board of Directors
18 Directors’ report 
20 Corporate governance
23 Directors remuneration report
29 Independent auditors’ report
30  Consolidated income statement
31  Consolidated statement of  
comprehensive income
31  Consolidated statement of changes 
in equity
32 Consolidated balance sheet
33 Group cash flow statement
34  Notes to the financial statements
60 Independent auditor’s report
61 Company balance sheet
62 Notes to the company financial  
 statements
65 Advisers
65 Definitions
65 Roundings
65 Exchange rates
66 Notice of Annual General Meeting
71 Form of proxy
Lupus Capital plc is a leading international supplier of building 
products to the door and window industry and the world’s 
number one manufacturer of marine breakaway couplings. www.lupuscapital.co.uk
Lupus Capital plc
Annual Report & 
Accounts 2010
Lupus Capital plc
65 Buckingham Gate
London SW1E 6AS
+44 (0)20 7976 8000
www.lupuscapital.co.uk
Lupus Capital plc Annual Report & Accounts 2010