armour group plc annual report 2009
armour group plc annual report 2009
armour group plc
lonsdale house 
79 lonsdale gardens 
tunbridge wells 
kent tn1 1nu 
united kingdom
t 44 01892 502700 
f 44 01892 502707
wwwarmourgroupukcom who we are
our business model
armour group is the uk’s leading  
consumer electronics group within the 
home and incar communications and  
entertainment markets committed  
to designing manufacturing and  
distributing leadingedge audio and  
visual products and solutions
the group’s business model 
is based on five elements
to maintain and develop
brands that are award winning and  
 have market presence
a quality product portfolio 
product innovation and proprietary  
 technology
an unrivalled uk customer base  
 and distribution platform
a first class customer service
for more information 
please visit our  
website  
armourgroupukcom
8
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an organisation can be credited by a third party armour group plc annual report 2009 1 
armour was caught right at the centre of the economic 
turbulence with its target markets of automotive  
retail and house building some of the hardest hit
in response the group altered its operating plan to 
protect profit and cash generation as a result it has 
successfully balanced the challenges caused by the 
economic climate with the need to progress the 
business strategy for future benefit 
business highlights
outperformed market expectations despite a year  
of severe economic downturn
secured over £1 million of additional future annual 
revenue from new distribution agreements
successfully expanded into the “small office home 
office” furniture market
won significant incremental business with existing  
and new customers in both divisions
achieved strong growth in our nordic operations
 
headline figures
sales £516 million 2008 £540 million
ebitda

 of £30 million 2008 £52 million
profit before taxation £11 million 2008 £35 million
basic earnings per ordinary share 14p 2008 37p
cash generated from operations of £72 million  
2008 £31 million
net debt £49 million 2008 £89 million
recommended dividend of 030p 2008 065p  
per ordinary share
annual general meeting 61–63 financial statements 29–60 governance  18–28
business review 1–17
over the last twelve months
business review
 1 over the last twelve months
 2 armour group at a glance
 4 chairman’s statement
 7 chief executive’s review
 14 finance director’s report
 ebitda is defined as profit before interest taxation depreciation amortisation and  
 sharebased payments
governance 
18 directors and advisers
19 directors’ report
22 corporate governance statement 
25 remuneration report
28 independent auditors’ report
financial statements
29  consolidated income statement
30 consolidated balance sheet
31  consolidated statement of changes in
 shareholders’ equity
32 consolidated cash flow statement
33 notes to the consolidated financial
 statements
57 company balance sheet
58 notes to the company financial
 statements
annual general meeting
61 notice of annual general meeting
63 form of proxy
contents 2 armour group plc annual report 2009
armour group at a glance
the group possesses a strong 
brand portfolio of more than 6000 
products and accessories this is 
underpinned by strong product 
development and investment in 
proprietary technology 
an unrivalled distribution capability 
ensures that products are supplied 
direct to more than 6000 retail 
outlets within the uk and to 
customers in 68 countries 
worldwide
the group is also a leading supplier 
of audio and visual technology  
to many nonretail customers 
including vehicle manufacturers 
hotel chains house builders and 
custom installers
customers supplied worldwide
4800
products and accessories
6000
countries supplied worldwide
68
for more information 
please visit our 
website 
armourgroupukcom
8 governance 18–28
armour group plc annual report 2009 3 
business review 1–17
annual general meeting 61–63 financial statements 29–60
armour home is the leading provider of  
highend products solutions and services to 
the hifi home theatre entertainment and 
furniture markets in the uk its portfolio spans 
all aspects of sound vision and the associated 
entertainment experience within the home
armour auto is the uk market leader in the 
supply of audio and video solutions for the 
incar entertainment and communications 
market working with industry partners to 
research develop and distribute cuttingedge 
products and accessories
revenue £385m 
percentage of group revenue 75
number of staff 173
number of locations  3
facilities sq ft 136500 
number of customers 3100
percentage revenue  
from owned brands 67
key owned brands
revenue  £131m 
percentage of group revenue 25
number of staff  118
number of locations 2
facilities sq ft 55300
number of customers 1700
percentage revenue  
from owned brands 86
key owned brands
key customers
comet  sevenoaks sound  vision 
hmv  argos 
curryspc world  john lewis partnership 
tesco marks  spencer 
euronics richer sounds 
staples superfi
key customers
halfords same deutzfahr 
lunar caravans dennis eagle 
bailey caravans new holland agriculture 
sony france scania great britain 
the carphone warehouse kenwood electronics europe 4 armour group plc annual report 2009
chairman’s statement
basic earnings per ordinary share were 
14p 2008 37p and the proposed full 
year dividend is 030p 2008 065p  
the group generated £72 million of  
cash from operations 2008 £31 million 
with net debt falling by £40 million to  
£49 million at 31 august 2009
the group’s profitable and cash 
generative performance whilst  
reflecting the difficulties in the  
economic environment has also  
clearly demonstrated the resilience  
and strength of our business model  
this model is based upon strong brands 
quality products backed by innovation 
unrivalled distribution and excellent 
customer service taken together  these 
fundamental strengths are a key part of 
our strategy and the foundation of our 
leading positions in our niches within  
the home and automotive consumer 
product markets
during the year we successfully managed 
our way through a variety of unfavourable 
events which have included a tightening 
of credit facilities significant exchange 
rate volatility  a collapse in consumer 
confidence and demand and fierce price 
competition in particular sectors of our 
target markets
we responded to the deteriorating market 
conditions in a measured and responsible 
manner with the objective of protecting 
profitability without damaging the longer 
term prospects of the group we reduced 
our cost base selectively increased 
product pricing and maintained our 
investment in the key new product 
development programmes which we 
believe will drive future growth
whilst the headlines for the year have 
been dominated by the impact of the 
economic downturn there has been a 
considerable amount of good news for  
the group this includes a significant 
amount of new business won across all 
the operations with both new and existing 
customers the successful launch of our 
“small office home office” furniture 
range over £1 million of additional future 
annual revenue secured through new 
distribution agreements signed in the 
year the expansion of our operations in 
scandinavia and the launch of a series of 
new products the most exciting of which 
is qtv2 wwwqacousticscoukqtvhtm
the group employs over 300 loyal and 
dedicated colleagues throughout our 
operations in the uk ireland scandinavia 
and the far east all of whom have 
responded positively to a challenging 
time the results for the year just  
ended are a credit to their hard work 
enthusiasm and professionalism and  
on behalf of the board i thank them all
the economic outlook is becoming 
brighter  with most economic indicators 
both at home and abroad showing 
positive signs of recovery the group has 
positioned itself well to take advantage  
of the recovery with new products new 
contracts new customers and new 
channels to market the 2010 financial 
year has started well and whilst there  
will undoubtedly be further turbulence  
in the wider economic environment  
the board remains confident with regard 
to the future prospects for the group
bob morton
chairman  
23 november 2009
we are pleased to report that despite an 
extremely challenging year to 31 august  
2009 group sales were £516 million 2008  
£540 million and profit from operations  
was £15 million 2008 £40 million governance 18–28 financial statements 29–60 annual general meeting 61–63
armour group plc annual report 2009 5 
business review 1–17
from mass market to specialist independent 
retailers armour products can be found 
throughout the uk’s high streets in over 
6000 retail outlets 6 armour group plc annual report 2009
armour home’s products won a host of industry 
awards during the year underlining its market 
leading position these included five of the 
prestigious what hifi sound and vision awards 
and the ert industry award for “ accessories 
product of the year” for its viewsmart range   governance 18–28 financial statements 29–60 annual general meeting 61–63
armour group plc annual report 2009 7 
business review 1–17
chief executive’s review
given that our target markets of electrical 
retailing house building and automotive 
are some of the hardest hit by the 
downturn these results represent a very 
creditable performance underlining  
the strength of our business model  
and endorsing the strategy pursued  
by the group
the impact of the economic downturn  
in our markets was recognised early  
and met with decisive action by the 
management teams throughout the 
group our operating plans were adapted 
to meet the worsening economic climate 
this does not represent a change to  
the group’s strategy  rather a focus and 
emphasis on areas that have protected 
profitability and maintained the group’s 
leading position in its core markets 
we have taken some difficult decisions 
over the past twelve months including  
a redundancy programme that lowered 
the group staff numbers by 15 salary 
freezes and site relocations there has 
also been investment in the group with 
expenditure on new product development 
being at record levels and further 
expansion of our businesses most 
notably the successful entry into the 
“small office home office” furniture 
market and extension of our business 
activities in scandinavia
the group clearly benefits from the scale 
of its operations backed by strong brands 
and product innovation we offer unrivalled 
breadth and depth in our product ranges 
that are sold through a wide multi
channel sales network this has been  
a key strength over the past eighteen 
months in remaining profitable and 
maintaining our market leading status 
we constantly look to strengthen our 
position as the supplier of first choice  
in each of the niche markets we serve 
this is achieved through a structured  
and forwardlooking programme of  
new product development and product 
launches market leading customer 
service and training programmes for our 
customers that ensures their staff have 
the appropriate knowledge to sell or 
install an armour supplied product
armour home
armour home is the largest division in 
the group with two operating businesses 
armour home electronics and alphason 
designs accounting for 75 of the total 
group sales the division supplies a range 
of consumer products and accessories  
for the home into the retail and the house 
building markets primarily in the uk 
armour home electronics and alphason 
designs are recognised as the uk market 
leaders within their niches in the home 
entertainment market
the retail and the house building markets 
have felt the effects of the economic 
downturn and this in turn has impacted 
on our sales which are down 3 at  
£385 million delivering a profit before  
tax of £33 million profit margins have 
been under pressure during the year  
from aggressive price based competition 
a changing sales mix and unfavourable 
exchange rate movements 
in the year to 31 august 2009 armour has 
delivered profitable and cashgenerative 
results in one of the most difficult trading 
environments in recent memory 
armour home’s profit before tax
£33m 8 armour group plc annual report 2009
chief executive’s review continued
armour home’s uk retail sales
5
demand in the home automation  
market has been hit hard by the fall in  
the number of new builds as home 
developers have significantly cut their 
operations our sales into this channel  
in the uk were down by 14 with our 
systemline modular multiroom system 
which is targeted at the major house 
builders feeling the full force of the new 
build slowdown at the higher end of the 
market demand for our products has 
been less affected helped by sales of  
our systemline s6 system which was 
launched last year and is now well 
established in the market place  
we have also benefited from securing the 
exclusive distribution in february 2009  
of the imerge range of media servers and 
encouraging sales performances from 
epson projectors sonance speakers  
the soundcast wireless ipod system  
and the nevo range of remote controls
sales into the uk retail market have 
performed well given the market 
conditions ending the year 5 up  
on last year  the biggest area of sales 
growth has come from the alphason 
range of television stands where we lead 
the market in the uk by some distance 
during the year we secured market share 
gains with the national mass market 
retailers as well as in the independent 
retailer channel growth of the alphason 
branded sales was also driven forward  
by the launch of the new “small office 
home office” range of furniture where we 
secured product listings with three major 
retailers in the office furniture market
within the electronics product portfolio 
there were good sales performances from 
q acoustics speakers goldring and grado 
headphones as well as the nad range  
of hifi separates sales of our brand 
leading qed cable range were down 
yearonyear due to the tough market 
conditions however  qed continues to  
be a key contributor and remains a core 
brand within the home division
in the international markets our sales 
have also found conditions difficult 
despite the good progress made in asia 
and the middle east our key markets  
in scandinavia and russia slowed 
significantly during the course of the year  
in sweden we have changed a large 
number of our distribution arrangements 
passing the responsibility from third 
parties to armour nordic our wholly 
owned subsidiary this change took place 
in april 2009 and the indications to date  
are encouraging
once again our home division has 
underlined its market leading position by 
winning a host of industry awards during 
the year  armour home electronics 
collected five of the prestigious what 
hifi sound and vision awards including 
two “product of the year” awards one  
for the new q acoustics 2000 series 51 
speaker package and the other for  
the grado sr60i headphones alphason 
designs won the ert industry award for 
“accessories product of the year” for its 
viewsmart product range which has 
achieved considerable success since  
its launch in 2008 governance 18–28 financial statements 29–60 annual general meeting 61–63
armour group plc annual report 2009 9 
business review 1–17
systemline modular armour home’s market 
leading multiroom system can distribute  
up to six discrete sound and video sources  
into multiple rooms in the same home 
simultaneously nine of the top ten uk house 
builders have adopted systemline modular  
in at least one of their regions 10 armour group plc annual report 2009
chief executive’s review continued
armour auto is the uk’s premier supplier of 
incar entertainment products and accessories 
to the automotive aftermarket its market 
leading “ autoleads” brand has been at the 
forefront of incar audio connectivity and 
installation for almost 20 years governance 18–28 financial statements 29–60 annual general meeting 61–63
armour group plc annual report 2009 11 
business review 1–17
armour auto
armour auto accounts for a quarter of the 
group’s sales supplying a comprehensive 
range of invehicle communication and 
audiovideo equipment and accessories 
into the automotive aftermarket and 
commercial vehicle market primarily  
in the uk and scandinavia 
in the uk and sweden armour auto is 
the market leader supplying audiovideo 
connectivity solutions into the automotive 
aftermarket
the automotive market has been a very 
challenging sector over the past twelve 
months with considerable press coverage 
of the difficulties faced unsurprisingly 
our sales have suffered in these market 
conditions with a yearonyear fall of 9 
to £131 million which generated a small 
profit of £01 million as in armour home 
profit margins have been depressed by 
tough competition fighting on price and  
a much weaker sterling to dollar 
exchange rate 
in the retail channel which accounts for 
69 of the divisional sales the sales 
performance has been mixed sales to 
the key national accounts fell in line  
with weaker consumer demand but this 
fall was compounded by the trading 
difficulties of one of our second tier 
national accounts where sales were 
significantly below last year  in the 
independent specialist retail channel 
sales have increased for the second year 
in a row growing by 9 and helped by a 
full year’s contribution from the directed 
portfolio of products the distribution of 
which was secured in july 2008 
conditions in the oem market have  
been tough with sales declining by 16 
the decline reflects the slowdown in  
the market with a number of our key 
customers in the commercial and 
agricultural vehicle markets seeing 
demand fall and consequently cutting 
their production schedules nonetheless 
armour auto has been successful in 
winning new business mainly in the 
agricultural vehicle market in europe 
whilst volumes have started below our 
expectations due to the economic climate 
the medium to longterm prospects for 
this new business are good
sales of our io range of invehicle 
bluetooth music streaming and 
handsfree solutions gathered momentum 
as the year progressed our uk reseller 
network has expanded across both the 
retail and vehicle distribution channels 
internationally we are also seeing 
demand increase with good progress 
being made through our partner in 
australia and an encouraging first few 
months in north america the product 
line up has been extended to include a 
range of accessories focused on power 
charging and bluetooth streaming for 
mobile devices with further new products 
planned for 2010 the expansion of our 
reseller network will accelerate in 2010 
and we remain confident that the outlook 
for io continues to be very positive
in july 2009 we were appointed the 
exclusive distributor for the highend 
focal brand of incar audio products  
the focal brand complements our 
existing range of products under the 
mutant kicker and orion brands and 
gives armour auto full market coverage 
across all price points in the uk incar 
audio market in addition it strengthens  
our leading position as the supplier of 
first choice for incar audio products  
and accessories
armour nordic sales
22 12 armour group plc annual report 2009
chief executive’s review continued
armour nordic our business in 
scandinavia that forms part of armour 
auto has had an excellent year 
comfortably exceeding last year with sales 
up 22 during the year we expanded  
its responsibilities extending the 
geographical reach to include norway 
and adding a number of armour home’s 
brands to the portfolio for distribution 
across scandinavia the prospects for  
this business are good and the early 
indications of extending the product range 
in the home portfolio are very promising
armour auto like armour home has 
won a number of awards at its industry’s 
annual award ceremony  the me awards 
armour auto won eleven awards 
including best uk business which  
once again emphasises our market 
leading position
new product development
new product development is a key part  
of our strategy for delivering sustainable 
longterm growth for the group over  
the past year we have maintained our 
investment in all our core development 
programmes with the total invested 
being a record amount for the group  
this may appear at odds with the 
economic turmoil in the wider world but 
we believe this significant investment will 
give the group a competitive advantage as 
economic recovery takes hold the group 
has an ambitious schedule of new 
product launches over the next eighteen 
months with the technology platforms 
currently under development being 
central to the delivery of these products 
the focus of this development is in the 
wireless delivery of content and the 
planned new products launches will  
come from both operating divisions
outlook
the first signs of economic recovery are 
beginning to be seen although in all 
likelihood any recovery will be slow and 
not without setbacks in our markets 
which have been particularly hard hit by 
the economic downturn we are starting 
to see some improvement in almost all 
areas this recovery  taken together with 
the new business won across the group 
and our commitment to delivering new 
products into our markets are good 
grounds for cautious optimism with 
regard to the group’s prospects over  
the coming year 
george dexter
chief executive  
23 november 2009
awards won by armour auto  
in 2009
 1 1 governance 18–28 annual general meeting 61–63
armour group plc annual report 2009 13 
business review 1–17
financial statements 29–60
27 of armour auto’s sales are through nonretail 
channels including european manufacturers of 
leisure commercial and agricultural vehicles 
products include cdradios dvd players 
speakers antennae rear vision cameras and 
reversing sensor systems in the agricultural 
vehicle market armour auto supplies four of  
the top six european manufacturers  14 armour group plc annual report 2009
financial results
reviews of the trading results for the year are set out in the chairman’s statement and chief executive’s review which form part  
of this annual report
group sales for the year were £516 million 31 august 2008 £540 million representing a 4 decrease on the comparative period 
last year 
group profit before taxation was £11 million 31 august 2008 £35 million representing a 68 decrease on the comparative period 
last year  however  both operating divisions remained profitable despite the severe economic climate and central costs of £23 million 
31 august 2008 £27 million were reduced by £04 million a reduction of 15 note 4
net interest expense of £04 million 31 august 2008 £05 million was covered four times 31 august 2008 eight times by profit from 
operations of £15 million 31 august 2008 £40 million 
the taxation charge on profit for the year was £02 million 31 august 2008 £10 million resulting in an effective taxation rate of  
21 31 august 2008 28 the reduction in the effective rate from the expected rate of 28 is due to enhanced research and 
development relief and adjustments to charges made in previous periods
profit after taxation was £09 million 31 august 2008 £25 million
earnings and dividends
basic earnings per ordinary share were 14p 31 august 2008 37p basic underlying earnings per ordinary share which adjusts  
for sharebased payments were 15p 31 august 2008 39p the board has proposed a final dividend for the year of 030p  
31 august 2008 065p per ordinary share
equity
the group’s equity was £293 million 31 august 2008 £288 million and the retained profit for the year was £09 million  
31 august 2008 £25 million 
cash flow and net debt
the group’s cash flow from operations was £72 million 31 august 2008 £31 million taxation overpayments were recovered during 
the year resulting in an overall tax inflow of £02 million 31 august 2008 £13 million outflow 
expenditure on investing activities totalled £24 million 31 august 2008 £63 million the prior year outflow included the net outflow 
of deferred considerations of £39 million £06 million 31 august 2008 £10 million was spent on property  plant and equipment and 
£19 million 31 august 2008 £15 million on intangible assets
expenditure on financing activities include dividends paid of £04 million 31 august 2008 £04 million £07 million  
31 august 2008 £07 million of bank loan repayments and interest payments of £05 million 31 august 2008 £07 million
net debt is defined in note 29 of the consolidated financial statements and at 31 august 2009 was £49 million 31 august 2008  
£89 million representing a reduction of 45the group’s facilities are shown in note 20 of the consolidated financial statements 
and at 31 august 2009 the group had undrawn facilities of £54 million 31 august 2008 £85 million
principal risks and uncertainties
risk is an inherent part of doing business the board’s approach to risk management is balanced with encouragement of 
entrepreneurial flair and recognition that some necessary activities carry an inherent risk over which the group may at best  
have only limited control the corporate governance statement on pages 22 to 24 describes the systems and processes through 
which the directors manage and aim to mitigate risk the board considers that the principal commercial and financial risks  
are identified below however  the board also recognises that the nature and scope of risks can change particularly in a period  
of economic uncertainty 
business model
our business model is based on five elements ownership and development of strong brands highly regarded in their markets  
to offer a quality product portfolio to our customers to continually improve our products through a structured programme of product 
innovation to maintain and grow our distribution platform and to offer our customers a first class service 
pursuit of this business model introduces new risks to the group through for example the adoption of new technologies and 
interaction with new customers and territories conversely  the strategy has allowed the group to diversify its interests and areas of 
expertise at a strategic level this expansion has the effect of increasing resilience and reducing overall risk by avoiding reliance on  
a single brand restricted product portfolios or confined business areas this has been of particular benefit over the recent period of 
sharp economic downturn 
finance director’s report governance 18–28 financial statements 29–60 annual general meeting 61–63
business review 1–17
armour group plc annual report 2009 15 
economic and market conditions
many regions and in particular the united kingdom entered a period of recession or sharp economic downturn over the past twelve 
months whilst various national strategies have been deployed it remains unclear as to their effectiveness the speed of any 
economic recovery and the degree of market volatility yet to be experienced 
many factors which include inflation interest rates taxation foreign exchange rates levels of employment consumer debt 
availability of credit and consumer confidence all contribute to the economic climate and influence the markets in which the group 
operates at times of general economic uncertainty future predictions of market conditions trends and performance are difficult 
nonetheless as best as practicably possible the group takes into account external opinions in regard to the economic outlook and 
the potential effects on the group’s markets when formulating its internal plans 
competition
armour home and armour auto operate in highly competitive markets and have to respond to market behaviour such as price 
deflation caused by advances in technology or aggressive pricing by competitors possibly itself prompted by an unfavourable 
economic environment
both divisions have established strong market positions by building recognised brands adopting new technologies and having the 
necessary infrastructure to meet customer needs these positions are maintained through measures that include continued 
expenditure on research and development and facilities
changing consumer demands
the group’s products are targeted at the consumer either through our retail customers or by being part of a larger product offering 
such as homes or vehicles consequently  the group must respond to changing consumer demands that may be a response to 
aesthetic appeal or technological advancement
the group addresses this risk by reviewing its product lines and regularly introducing enhanced and refreshed generations  
in addition the group’s concept design centre focuses on emerging technologies and future product development strategies for  
the group’s core product categories 
foreign manufacturers
a significant proportion of the group’s products are sourced from outside the united kingdom consequently  the group is subject  
to associated risks which include foreign exchange rate fluctuations inflation in foreign countries and duties imposed on foreign 
goods in addition legal standards which are a requirement of the designated market of sale but not the country of manufacture 
must be complied with 
the group addresses this risk through its operation based in hong kong which is able to liaise directly with the group’s far eastern 
suppliers this operation contains management with significant experience of the group’s activities and requirements and also local 
nationals with an understanding of local culture and practices
in addition both armour home and armour auto retain united kingdom based assembly capability this enables rapid response to 
customer demands adaptability to short production runs and initial production of new products to identify errors and difficulties that 
may be encountered prior to offshore manufacture 
raw material prices
many of the group’s products contain copper or other metals and plastics whose prices can fluctuate significantly either directly  
or by virtue of being a derivative product the group manages this risk by seeking longterm relationships with its development 
partners and suppliers assessing lower cost design and subject to other factors including market conditions reflecting underlying 
cost increases in sales pricing
senior management
the group’s success to date has been due to the unified strategy executed by all staff throughout the group the board and senior 
management supervise and monitor all aspects of the group’s operations in the context of the business strategy retention of  
senior management is important to avoid the loss of experienced managers and to see the continuation of the group’s objectives
the remuneration report on pages 25 to 27 details the procedures in place to attract and retain high calibre senior  
management personnel 
internal controls
the group has a system of internal controls which are given in the corporate governance statement on pages 22 to 24  
the group continues to review this system of internal controls but recognises that any such system can provide only reasonable  
not absolute assurance 16 armour group plc annual report 2009
treasury management and banking arrangements
the group’s treasury function is controlled centrally to ensure the availability and flexibility of funding in order to meet the group’s 
ongoing requirements foreign exchange exposures are generally managed directly by the operating subsidiary undertakings within 
the guidelines and controls established by the directors
the group’s banking arrangements are with national westminster bank plc the group maintains a continuing regular dialogue with 
the bank in regard to the group’s performance and use of agreed facilities
other financial risks
details of credit risk interest rate risk currency risk liquidity risk and capital management are given in note 3 of the consolidated 
financial statements on pages 39 to 41
performance indicators
the group measures its performance through a number of performance indicators the most prominent of which are shown on  
page 1 the group sales ebitda and basic underlying earnings per ordinary share performance indicators used by the group are 
shown below
group sales
group sales were £516 million 31 august 2008 £540 million representing a reduction of 4 due to the period of severe economic 
slowdown over the year  
2004  
£000
2005  
£000
2006  
£000
2007  
£000
2008  
£000
2009  
£000
group sales 29474 32662 40004 55171 54008 51614
where applicable prior years have been adjusted to show group sales of continuing operations only
ebitda
ebitda is defined as profit before interest taxation depreciation amortisation of both goodwill and other intangible assets and 
sharebased payments it provides a useful indicator of both profitability and cash generation the group’s ebitda for the last six 
years prior years being adjusted to show continuing operations only is shown in the table below
2004 
£000
2005 
£000
2006 
£000
2007  
£000
2008  
£000
2009  
£000
profit from operations 2969 3252 2826 5243 4029 1528
depreciation 587 703 716 638 619 631
amortisation of goodwill 590 717 1012 – – –
amortisation of other intangibles – – – 540 456 782
sharebased payments – – 98 115 100 65
ebitda 4146 4672 4652 6536 5204 3006
 the years ended 31 august 2004 2005 and 2006 have been extracted from consolidated financial statements prepared under  
uk gaap and are included as illustrative comparatives 
the years ended 31 august 2004 and 2005 did not include sharebased payment charges and therefore no adjustment is required
finance director’s report continued governance 18–28 financial statements 29–60 annual general meeting 61–63
business review 1–17
armour group plc annual report 2009 17 
basic underlying earnings per ordinary share
the calculation of basic underlying earnings per ordinary share for the current year  and the 2008 comparative is shown in note 9  
of the consolidated financial statements on page 46 the measure adjusts for sharebased payments
in addition to the current and prior year comparative figures the table below shows the basic underlying earnings per ordinary  
share from continuing operations for the years 2004 to 2007 inclusive the figures for 2004 2005 and 2006 were based on financial 
statements prepared under uk gaap and consequently  have not only been adjusted to remove the effect on profit after taxation  
of discontinued operations but also for the amortisation of goodwill although the basic underlying earnings per ordinary share  
for the years 2004 to 2006 are based on uk gaap financial statements the directors consider them to be a useful indicator 
2004  
£000
2005  
£000
2006  
£000
2007  
£000
2008  
£000
2009  
£000
profit after taxation 1747 2125 1486 3241 2494 886
discontinued operations profitloss 98 205 98 – – –
amortisation of goodwill 590 717 1012 – – –
sharebased payments – – 68 115 100 65
underlying profit after taxation 2239 2637 2664 3356 2594 951
weighted shares 000s 49935 52981 61664 67494 67192 65056
basic underlying earnings per ordinary share p 45 50 43 49 39 15
john harris
finance director 
23 november 2009 18 armour group plc annual report 2009
directors
bob morton 67 fca
chairman 
appointed as a nonexecutive director and chairman in january 
2002 he is also chairman of tenon group plc servoca plc 
wfca plc and st peter port capital ltd and holds directorships 
in a wide range of private companies he is a member of the 
audit remuneration and nominations committees
george dexter 47 bsc aca
chief executive
appointed in april 1998 he was previously a director of  
brink’s uk limited and held various positions at transport 
development group plc and ml holdings plc after qualifying as  
a chartered accountant he is a member of the nominations 
committee
john harris 48 bsc aca
finance director and company secretary
appointed finance director in february 1999 and company 
secretary in april 2004 he was finance director of howden asia 
pacific part of charter plc where he held a number of positions 
including that of group financial controller  he is a member of 
the nominations committee
steve bodger 60 ma fca
senior independent director
appointed in january 2002 he is chairman of jacques vert plc 
a director of work group plc and is chairman of a number of 
private companies he is chairman of the audit remuneration 
and nominations committees
nonexecutive directors
advisers
auditors
bdo llp
2 city place 
beehive ring road 
gatwick 
west sussex rh6 0pa
bankers
national westminster bank plc
2nd floor  turnpike house 
123 high street 
crawley 
west sussex rh10 1dq
nominated adviser and stockbrokers
finncap
4 coleman street 
london ec2r 5ta
registrars
capita registrars
northern house 
fenay bridge 
woodsome park 
huddersfield 
west yorkshire hd8 0la
solicitors
arnold  porter uk llp
tower 42 
25 old broad street 
london ec2n 1hq
registered office
lonsdale house 
79 lonsdale gardens 
tunbridge wells 
kent tn1 1nu 
telephone 01892 502700 
facsimile 01892 502707
registered number 803572
wwwarmourgroupukcom
directors and advisers armour group plc annual report 2009 
directors’ report 
19
the directors present their report and the audited financial statements for the year ended 31 august 2009  
principal activities  
armour group plc is a public limited company incorporated in great britain registered number 803572 which is listed on the 
alternative investment market “aim” of the london stock exchange its principal activity is that of a holding company providing 
corporate and technical guidance and services to its subsidiary undertakings  
armour group plc is the ultimate parent company of a group the principal activity of which is the design manufacture distribution 
and sale of consumer electronics entertainment and furniture products focused on the home entertainment and incar 
communications and entertainment markets  
review of business  
the chairman’s statement on page 4 chief executive’s review on pages 7 to 12 and finance director’s report on pages 14 to 17 
provide a review of the business the group’s trading for the year ended 31 august 2009 key performance indicators and an indication 
of future developments and risks these form part of the directors’ report  
profit and dividend  
the group has reported its consolidated financial statements in accordance with international financial reporting standards as 
adopted by the european union the group’s results for the year are set out in the consolidated income statement on page 29  
the company financial statements continue to be reported under uk gaap  
the group’s profit before taxation amounted to £11 million 31 august 2008 £35 million and profit after taxation was £09 million  
31 august 2008 £25 million  
the directors recommend a dividend for the year of 030p 31 august 2008 065p per ordinary share subject to approval at the 
annual general meeting “agm” the dividend will be paid on 12 march 2010 to those shareholders on the register at the close of 
business on 12 february 2010  
directors  
the following persons were directors during the year ended 31 august 2009 and up to the date of this report 
bob morton 
george dexter 
john harris 
steve bodger 
the names of the directors and company secretary along with their brief biographical details are given on page 18  
directors’ interests  
the directors’ interests in ordinary shares and options over ordinary shares in the company are shown in the remuneration report 
on pages 25 to 27  
no director has any beneficial interest in the share capital of any subsidiary undertaking  
no director had any material interest at any time during the year in any contract with the company or any of its subsidiary 
undertakings other than his service contract and indemnity agreements  
the company has taken out insurance to indemnify directors and officers of the group against third party claims  
corporate governance  
a review of the company’s application of the principles and provisions of the combined code is given in the corporate governance 
statement on pages 22 to 24 this also includes the statement of directors’ responsibilities in preparing the annual report and 
financial statements on page 24 the corporate governance statement forms part of this directors’ report  
disclosure of information to auditors 
as far as the directors are aware there is no relevant audit information that is information needed by the company’s auditors in 
connection with preparing their report of which the company’s auditors are unaware and each director has taken all reasonable 
steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that 
the company’s auditors are aware of that information    armour group plc annual report 2009 
directors’ report continued 
20 
donations  
during the year the group made charitable donations in support of local communities of £700 31 august 2008 £710 no political 
donations were made in either the current or preceding year  
financial instruments  
the financial risk management objectives of the group including credit risk interest rate risk and currency risk are provided in  
note 3 of the consolidated financial statements on pages 38 to 41 
creditor payment policy  
the group does not follow any formal code or standard on payment practice however its policy is for subsidiary undertakings to 
agree terms and conditions for their business transactions with suppliers payment is normally made on these terms subject to the 
terms and conditions being met by the suppliers the company had no trade creditors at the year end the number of trade creditor 
days outstanding at the year end was 74 31 august 2008 70 days  
research and development  
the company and its subsidiary undertakings are committed to ongoing research and development to meet the changing needs  
of the markets that they serve research and development expenditure totalled £24 million for the year of which £06 million was 
expensed to the consolidated income statement and £18 million was capitalised as intangible assets  
employees  
the group’s policy is to encourage effective communication and consultation between employees and management  
subsidiary undertakings develop their own consultative and communication procedures as part of their operating practices  
the company and its subsidiary undertakings give full consideration to applications for employment made by disabled people having 
regard to their aptitudes and abilities should employees become disabled during their employment they are considered for any 
necessary retraining and available work within their capabilities for the purposes of training career development and promotion 
disabled employees are treated in the same way as other employees  
environmental policy  
the group consults professional experts on environmental matters as part of preacquisition enquiries for new businesses and  
takes appropriate action on the advice received the group is committed to maintaining a responsible attitude to environmental 
management in all areas of its business  
share capital structure  
at 31 august 2009 the company’s authorised share capital was £15 million divided into 150 million ordinary shares at 10p each 
nominal value “ordinary shares” on 31 august 2009 there were 68480067 ordinary shares in issue these ordinary shares are 
listed on aim  
save for shares held by the armour employees’ share trust holders of ordinary shares are entitled to one vote per ordinary share  
at the meetings of the company no shares have been issued that carry any special rights with regard to the control of the company  
armour employees’ share trust  
the armour employees’ share trust is a discretionary settlement controlled and managed by an independent trustee company  
it is empowered to purchase the company’s ordinary shares up to a maximum of 5 of the issued ordinary share capital and 
subsequently make them available to employees principally through the grant and exercise of rights under certain share option 
schemes operated by the company at 31 august 2009 the armour employees’ share trust held 3424000 ordinary shares but  
these have not been allocated to any specific beneficiaries under any scheme the trustee is required to waive both voting rights  
and dividends payable on any ordinary share in the company in excess of 0001p unless otherwise directed by the company   armour group plc annual report 2009 
 
 
21
substantial interests  
the company has been notified that as at 20 november 2009 the following shareholders are interested in 3 or more of the 
ordinary shares in issue  
 
southwind limited  192
brewin dolphin securities limited  100
armour employees’ share trust  50
simon harold john arthur knott 44
brookwell limited 35
the directors have not been advised of any other substantial interest in the share capital of the company  
share option schemes  
details of employee share schemes are set out in note 25 of the consolidated financial statements  
no grant of options 31 august 2008 1835000 was made under the company’s enterprise management incentive share  
option plan   
no grant of options 31 august 2008 20000 was made under the company’s 1999 unapproved executive share option scheme  
no grant of options 31 august 2008 nil was made under the company’s 1999 approved executive share option scheme  
no grant of options 31 august 2008 nil was made under the company’s 1998 share save scheme at 31 august 2009 there were  
no outstanding options remaining and this scheme has been closed  
no options were granted to the executive directors  
no options were exercised in either the current or prior year  
going concern  
after making enquiries the directors have a reasonable expectation that the group has adequate resources to continue in 
operational existence for the foreseeable future for this reason they continue to adopt the going concern basis in preparing  
the financial statements 
agm  
the agm will be held on 28 january 2010  
the ordinary business comprises receipt of the directors’ report and audited financial statements for the year ended 31 august 
2009 the reappointment of bdo llp as auditors and authorisation of the directors to determine the auditors’ remuneration  
the declaration of a dividend and authorisation of the directors to allot shares resolutions 1 to 4 deal with these matters  
the special business comprises the disapplication of section 561 of the companies act 2006 and the authority for the company to 
purchase its own ordinary shares resolutions 5 and 6 deal with these matters  
the notice of agm and the ordinary and special resolutions to be put to the meeting are included at the end of this annual report 
and financial statements  
auditors  
bdo llp has expressed its willingness to continue in office as auditors and a resolution to reappoint them will be proposed at the 
forthcoming agm  
post balance sheet events  
on 30 september 2009 the group sold its 25 investment in audica limited and on the same day acquired the brands of audica 
limited and its subsidiary undertaking as disclosed in note 31 of the consolidated financial statements 
 
 
john harris  
company secretary  
23 november 2009  armour group plc annual report 2009 
corporate governance statement 
 
22 
the company is committed to good standards of corporate governance although the company is listed on the alternative 
investment market and therefore not required to comply with the combined code “code” that was issued in 2008 by the financial 
reporting council it has as far as practical voluntarily complied with the relevant guidelines that are applicable to fully listed 
companies this statement outlines how the company has applied the relevant provisions of the code 
the board 
the board comprises two nonexecutive directors and two executive directors bob morton is the nonexecutive chairman and  
steve bodger is the nonexecutive senior independent director the position of chief executive is separate from that of chairman 
and is held by george dexter biographical details of all board members are shown on page 18 
the board is the link in the chain of authority between the shareholders and the executive management and as such plays a key role 
in the corporate governance process it recognises the dual role played by the executive directors as both members of the board  
and leaders of the executive management team this duality is addressed by the nonexecutive directors through their positions of 
authority on the board and through the board committees that they manage 
the board believes that restricting its membership to four is appropriate given the group’s size and enables collective decisions  
to be made without undue delay however the board recognises that its capacity is limited and consequently reserves to itself the 
making of strategic including budget approval and broad policy decisions daytoday decisions and policies are delegated to the 
executive directors the board monitors progress on strategy and policy either through its committees or directly through the 
executive directors 
a formal schedule of matters is reserved for consideration at board meetings which is updated as and when new situations  
require key activities of the business are reviewed and the board receives full supporting papers to enable it to do so effectively  
the company secretary is responsible to the board and is available to individual directors in respect of board procedures  
directors may take independent professional advice on any matter relating to the company at the company’s expense 
the board met thirteen times during the year george dexter and john harris were present at all meetings bob morton was  
present at twelve meetings and steve bodger was present at eleven meetings for those meetings at which they were absent  
both nonexecutive directors had been briefed on the matters arising so that their opinions could be taken into account 
board independence 
in selecting directors the company looks for individuals who provide business experience strong personal skills and independence 
of thought and perspective the nonexecutive directors regularly visit the operations and have a sound understanding of the group’s 
businesses and affairs enabling them to properly evaluate information and responses provided by management they provide an 
objective challenge to management by being prepared to question assumptions and air alternative views as necessary for the good  
of the businesses and group as a whole 
the code sets out circumstances that may be relevant to the board’s determination of whether a nonexecutive director is 
independent the board has determined that both nonexecutive directors satisfy these circumstances and those additionally set 
out by the board to be considered independent the board believes that their experience and knowledge of the group’s businesses 
combined with their external business experience enable them to provide both an effective challenge and a constructive contribution 
to the board 
board committees 
the terms of reference for the nominations remuneration and audit committees have been approved by the board and are on the 
group’s website wwwarmourgroupukcom 
the nominations committee 
the nominations committee meets as and when required to consider candidates for appointment as directors all directors are 
required to submit themselves for reelection on the third anniversary of their last appointment all of the directors are members  
of the nominations committee of which steve bodger is the chairman 
the nominations committee did not meet during the year as the membership of the board was both functional and stable 
the remuneration committee 
the remuneration committee is responsible for ensuring that the remuneration packages of the executive directors are appropriate 
to attract motivate and retain high calibre individuals the remuneration report on pages 25 to 27 contains more detailed 
information on the directors’ remuneration the members of the remuneration committee are the two nonexecutive directors 
steve bodger who is the chairman and bob morton 
the remuneration committee met once during the year and both members were present  armour group plc annual report 2009 
 
 
 
23
the audit committee 
the audit committee monitors the effectiveness of the internal controls and reviews the interim and annual financial statements 
before submission to the board it also advises the board on the appointment of auditors reviews their fees and discusses the 
nature scope and results of the audit with the auditors 
the members of the audit committee are the two nonexecutive directors steve bodger who is the chairman and bob morton 
the audit committee met three times during the year and both members were present on each occasion the executive directors 
were invited to attend these meetings the company’s auditors may also be invited to attend meetings particularly to discuss the 
results of the annual audit and are available to the audit committee throughout the year as and when required 
the audit committee monitors the objectivity and independence of the company’s auditors generally the auditors’ nonaudit 
services are restricted to taxation advice and compliance any proposed additional work is considered on an individual basis 
performance and evaluation 
the performance of the board and its committees has been evaluated during the year in the light of the size of the group and 
resources available the conclusions of this review were that 
• there was the potential to increase the number of nonexecutive directors but that this was not necessary given the size  
of the group 
• the number of board meetings and information presented at those meetings allowed continual monitoring of progress and 
informed decision making throughout the year and 
• the committees operated satisfactorily throughout the year and were able to attend to group issues in a timely manner 
relations with shareholders 
the company maintains communication with institutional shareholders through individual meetings with senior management and 
through reports published by the company’s stockbrokers private shareholders are encouraged to attend the annual general 
meeting at which the company’s activities are considered and questions answered general information about the company and  
its businesses is also available on the company’s website wwwarmourgroupukcom 
compliance with the code 
throughout the year ended 31 august 2009 the company has been in compliance with the provisions set out in section 1 of the  
code except for 
• a72 nonexecutive appointments are not restricted to specified terms other than by the requirement for reelection every three 
years and 
• c31 the code recommends that the audit committee comprises excluding the chairman entirely independent nonexecutive 
directors and that given the company’s size there should be at least two the group’s audit committee comprises two  
nonexecutive directors one of whom is the company’s chairman 
internal controls 
the board has overall responsibility for the group’s system of internal control it should be recognised that any such system of 
internal control can provide only reasonable but not absolute assurance against material misstatement or loss the board confirms 
that it has carried out a review of the effectiveness of the group’s internal controls as operated during the year 
the board places reliance on the internal controls operated by associated undertakings and the obligations upon their boards 
relating to the effectiveness of their systems 
processes to assess and manage the risks to success faced by the businesses are reviewed and improved as necessary  
the objective is to enable the businesses to achieve their objectives without being hindered by circumstances that could have  
been reasonably foreseen whilst at the same time not adversely constricting the businesses with unnecessary bureaucracy  
the principal elements of the system which are designed to recognise the specific requirements of the group include 
• an organisational structure with defined levels of responsibility and delegation of authority which is subject to the overall  
group control procedures 
• review of the risks faced by the businesses 
• comprehensive budgeting system producing detailed profit and loss account balance sheet and cash flows which are approved  
by the board 
• monthly reporting of results that are compared to budget and revised forecasts   armour group plc annual report 2009 
corporate governance statement continued 
 
 
24 
• regular meetings with the managing directors of the group’s operating divisions to review the current and forecast performance 
of each business 
• central control over key areas such as capital expenditure authorisation insurance and banking facilities and 
• annual completion by the operating divisions of a selfcertification internal control questionnaire which confirms that appropriate 
controls are in place where potential weaknesses are identified appropriate action is taken 
the group continues to review its system of internal control to ensure compliance with best practice whilst also having regard to  
its size and the resources available in this context the board has concluded that the introduction of an internal audit function is not 
appropriate at this juncture 
statement of directors’ responsibilities 
the directors are responsible for preparing the annual report and the financial statements in accordance with applicable law  
and regulations 
company law requires the directors to prepare financial statements for each financial year under that law the directors have 
elected to prepare the group’s consolidated financial statements in accordance with international financial reporting standards 
“ifrs” as adopted by the european union and the company financial statements in accordance with united kingdom generally 
accepted accounting practice united kingdom accounting standards and applicable law under company law the directors must 
not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group  
and company and of the profit or loss of the group for that period the directors are also required to prepare financial statements  
in accordance with the rules of the london stock exchange for companies trading securities on the alternative investment market 
in preparing these financial statements the directors are required to 
• select suitable accounting policies and then apply them consistently 
• make judgements and accounting estimates that are reasonable and prudent 
• state whether they have been prepared in accordance with applicable accounting standards subject to any material departures 
disclosed and explained in the financial statements and 
• prepare the financial statements on a going concern basis unless it is inappropriate to presume that the company will continue  
in business 
the directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s 
transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure  
that the financial statements comply with the requirements of the companies act 2006 they are also responsible for safeguarding 
the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities 
website publication 
the directors are responsible for ensuring the directors’ report and financial statements are made available on a website  
financial statements are published on the company’s website in accordance with legislation in the united kingdom governing the 
preparation and dissemination of financial statements which may vary from legislation in other jurisdictions the maintenance and 
integrity of the company’s website is the responsibility of the directors the directors’ responsibility also extends to the ongoing 
integrity of the financial statements contained therein  armour group plc annual report 2009 
remuneration report 
 
 
25
scope of report 
the remuneration report sets out the company’s remuneration policy and particularly its approach for directors it also explains 
how the company applies the principles of good corporate governance in relation to remuneration this report has been prepared  
by the remuneration committee and has been approved by the board 
composition and role 
the remuneration committee’s members are steve bodger who is the chairman and bob morton the committee is responsible 
for reviewing all senior executive appointments and determining the group’s policy in respect of the terms of employment including 
remuneration packages of executive directors and for monitoring senior management development programmes the constitution 
and operation of the committee are in compliance with the principles of the combined code “code” the committee has given full 
consideration to the best practice provisions set out in the code in determining the remuneration packages for executive directors 
remuneration policy 
the objective of the group’s remuneration policy is to attract motivate and retain high quality individuals who will contribute fully  
to the success of the group to achieve this objective the group provides competitive salaries and benefits to all employees 
packages are established having regard to current market practice 
executive directors’ remuneration is set to create an appropriate balance between both fixed and performancerelated elements 
performancerelated elements are intended to comprise a significant part of potential remuneration remuneration is reviewed  
each year in light of the group’s business objectives it is the remuneration committee’s intention that remuneration should reward 
achievement of objectives and that these are aligned with shareholders’ interests over the mediumterm 
remuneration consists of the following elements 
• basic salary 
• performancerelated annual bonus 
• benefits 
• defined contribution pension payments and 
• share options 
bonuses and benefits 
the executive directors’ bonus scheme is linked to the group’s yearonyear profit performance and working capital management 
divisional performancerelated bonus schemes are in place so that bonuses may be payable to senior executives provided their 
divisional results reach preset profit and cash generation targets 
senior executives’ benefits typically but not necessarily include a car or cash alternative and insurance for life disability  
and health care 
share options 
the company has a number of share option schemes details of which are in note 25 of the consolidated financial statements 
under these schemes share options have been granted to the executive directors and senior executives within the group 
the grant of share options is a recognised mechanism practiced by the company to encourage continual improvement and align  
the interests and objectives of the senior management team with those of shareholders over the mediumterm 
in its review of share options the remuneration committee is mindful of recommended practice which is taken into account with 
other factors that include 
• the available headroom under the schemes for new grants 
• the price of previously granted options and whether these continue to act as the intended incentive and 
• share price movements as compared to the group’s performance 
pension arrangements 
the majority of senior executives are members of a defined contribution pension plan operated by the group or alternatively  
have their own personal pension arrangements to which the group contributes between 7 and 10 of pensionable salary    annual report 2009 
continued
armour group plc
remuneration report  
 
 
26 
executive directors’ service contracts 
the executive directors have service contracts with the company which are not of fixed duration and are terminable by either party 
giving twelve months’ written notice 
nonexecutive directors 
there are service contracts with the company for the provision of nonexecutive directors’ services which may be terminated by 
either party giving three months’ written notice the fees payable for the services of the nonexecutive directors are set by the board 
directors’ remuneration 
the following table summarises the total gross remuneration excluding gains on the exercise of options of the directors who served 
during the year ended 31 august 2009 
   
total remuneration 
excluding pensions 
 
pension contributions 
 
fees  
£000  
basic  
salary  
£000  
bonus 
£000 
benefits
£000 
31 august 
2009
£000 
31 august  
2008  
£000  
 31 august  
2009  
£000  
31 august 
2008
£000
executive       
george dexter  – 164 – 14 178 178   17 16 
john harris  – 120 – 14 134 134   13 12 
nonexecutive       
bob morton  51 – – – 51 50   – – 
steve bodger  30 – – – 30 29   – – 
total 2009  81 284 – 28 393 –  30 –
total 2008  79 284  – 28 – 391   – 28
fees for bob morton’s services inclusive of all expenses are payable to hawk consulting limited a company in which he has  
an interest 
fees for steve bodger’s services are payable to stratys limited a company in which he has an interest 
benefits include all assessable taxation benefits arising from employment by the company which relate principally to a company  
car allowance 
the above figures represent remuneration earned as directors during the relevant year such remuneration has been paid in the 
same period no bonuses have been awarded for either the current or prior year the figures for pensions shown above are the 
contributions paid by the company 
neither george dexter nor john harris exercised any options during the current or prior year   annual report 2009 armour group plc
 
 
 
 
27
directors’ shareholdings 
the directors who served during the year ended 31 august 2009 and who held an interest in the ordinary shares of the company 
were as follows 
 
at 31 august 2009 
ordinary shares of 10p each 
 at 1 september 2008 
ordinary shares of 10p each 
shares options   shares options
bob morton  1110000 –  1110000 –
george dexter  1354736 625000  1354736 625000
john harris  176541 875000  176541 875000
steve bodger  100000 –  100000 –
there have been no changes in the directors’ share interests from 1 september 2009 to 23 november 2009 
share options 
the nonexecutive directors are not entitled to participate in the company’s share option schemes 
the share options held by the executive directors are as follows 
1999 unapproved executive share option scheme 
 
options at  
31 august  
2009 
movements 
during 
the year
options at 
1 september 
2008
exercise 
price 
p exercise period
george dexter  125000  – 125000 200 10 may 2002 – 9 may 2012
john harris 175000 – 175000 200 10 may 2002 – 9 may 2012
 200000  – 200000 345 24 july 2004 – 23 july 2013
enterprise management incentive share option plan 
 
options at  
31 august  
2009 
movements 
during 
the year
options at 
1 september 
2008
exercise 
price 
p exercise period
george dexter  500000  – 500000 200 21 january 2004 – 20 january 2013
john harris  500000  – 500000 200 21 january 2004 – 20 january 2013
the highlow market price of ordinary shares in the company during the year was 1400p – 700p and the market price of the ordinary 
shares at 31 august 2009 was 1350p 31 august 2008 1350p 
the details of these share option schemes are set out in note 25 of the consolidated financial statements 
by order of the board 
john harris 
company secretary 
23 november 2009   armour group plc annual report 2009 
independent auditors’ report  
to the shareholders of armour group plc  
 
28 
we have audited the financial statements of armour group plc for the year ended 31 august 2009 which comprise the consolidated 
income statement consolidated and company balance sheets consolidated statement of changes in shareholders equity 
consolidated cash flow statement and the related notes the financial reporting framework that has been applied in the preparation 
of the group’s consolidated financial statements is applicable law and international financial reporting standards “ifrs” as 
adopted by the european union the financial reporting framework that has been applied in preparation of the company financial 
statements is applicable law and united kingdom accounting standards united kingdom generally accepted accounting practice  
this report is made solely to the company’s members as a body in accordance with sections 495 and 496 of the companies act 
2006 our audit work has been undertaken so that we might state to the company’s members those matters we are required to  
state to them in an auditors’ report and for no other purpose to the fullest extent permitted by law we do not accept or assume 
responsibility to anyone other than the company and the company’s members as a body for our audit work for this report or for  
the opinions we have formed  
respective responsibilities of directors and auditors 
as explained more fully in the statement of directors’ responsibilities the directors are responsible for the preparation of the 
financial statements and for being satisfied that they give a true and fair view our responsibility is to audit the financial statements  
in accordance with applicable law and international standards on auditing uk and ireland those standards require us to comply 
with the auditing practices board’s apb’s ethical standards for auditors 
scope of the audit of the financial statements 
an audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable 
assurance that the financial statements are free from material misstatement whether caused by fraud or error this includes an 
assessment of whether the accounting policies are appropriate to the group’s and the company’s circumstances and have been 
consistently applied and adequately disclosed the reasonableness of significant accounting estimates made by the directors and 
the overall presentation of the financial statements  
opinion on financial statements 
in our opinion 
• the financial statements give a true and fair view of the state of the group’s and the company’s affairs as at 31 august 2009  
and of the group’s profit for the year then ended 
• the group’s consolidated financial statements have been properly prepared in accordance with ifrs as adopted by the 
european union 
• the company financial statements have been properly prepared in accordance with united kingdom generally accepted 
accounting practice and 
• the financial statements have been prepared in accordance with the requirements of the companies act 2006 
opinion on other matters prescribed by the companies act 2006 
in our opinion the information given in the director’s report for the financial year for which the financial statements are prepared  
is consistent with the financial statements 
matters on which we are required to report by exception 
we have nothing to report in respect of the following matters where the companies act 2006 requires us to report to you if  
in our opinion 
• adequate accounting records have not been kept by the company or returns adequate for our audit have not been received  
from branches not visited by us or 
• the company financial statements are not in agreement with the accounting records and returns or 
• certain disclosures of directors’ remuneration specified by law are not made or 
• we have not received all the information and explanations we require for our audit 
 
 
 
john everingham senior statutory auditor 
for and on behalf of bdo llp statutory auditor 
gatwick united kingdom 
23 november 2009 
bdo llp is a limited liability partnership registered in england and wales with registered number oc305127   
armour group plc annual report 2009 
consolidated income statement 
for the year ended 31 august 2009 
 
29
 note 
31 august 
2009 
£000
31 august 
2008
£000
revenue  4  51614 54008
changes in inventory of finished goods and work in progress   1060 2870
raw materials and consumables   29095 31272
employee benefits costs  6  9487 9631
depreciation and amortisation expense   1413 1075
other expenses   9031 10871
total expenses   50086 49979
profit from operations  5  1528 4029
finance expense  7  409 703
finance income  7  17 166
share of ioss of associated undertakings   16 7
profit before taxation  4  1120 3485
taxation expense  8  234 991
profit for the year   886 2494
    
earnings per ordinary share  9  
basic   14p 37p
diluted   14p 37p
the notes on pages 33 to 56 form part of the consolidated financial statements   armour group plc annual report 2009 
consolidated balance sheet 
at 31 august 2009 
 
30 
note  
31 august 
2009  
£000 
31 august 
2008
£000
noncurrent assets    
goodwill  11 21084 21082
other intangible assets  12  3112 2041
property plant and equipment  13  2044 2102
investment in associated undertakings  15  352 368
total noncurrent assets   26592 25593
current assets    
inventories  16  11681 12826
trade and other receivables  17  9876 10220
cash and cash equivalents  18  72 170
total current assets   21629 23216
total assets   48221 48809
current liabilities    
bank overdrafts and borrowings  20  3521 6650
trade and other payables  19  12465 9755
corporation taxation liability   580 326
provisions  21  95 136
total current liabilities   16661 16867
noncurrent liabilities    
borrowings  20  1438 2394
provisions  21  141 226
deferred taxation liability  22  656 520
total noncurrent liabilities   2235 3140
total liabilities   18896 20007
total net assets   29325 28802
equity    
share capital  23  6848 6848
share premium  24  8513 8513
other reserves  24  871 871
retained earnings  24  13602 13074
translation reserve  24  63 68
share trust reserve  24  572 572
total equity   29325 28802
these financial statements were approved by the board and authorised for issue on 23 november 2009  
 
 
george dexter  john harris 
director  director 
the notes on pages 33 to 56 form part of the consolidated financial statements   
armour group plc annual report 2009 
consolidated statement of changes in shareholders’ equity 
for the years ended 31 august 2009 
 
 
31
 
share 
capital 
£000 
share 
premium 
£000 
other 
reserves 
£000 
retained 
earnings 
£000 
translation  
reserve  
£000  
share trust 
reserve 
£000 
total 
equity 
£000
at 1 september 2007 6848 8513 871 10919 7 200 26944
  
profit for the year  – – – 2494 – – 2494
currency translation  –––– 75 – 75
total recognised income and expense – – – 2494 75 – 2569
  
shares acquired by share trust –––– – 372 372
sharebased payments  – – – 100 – – 100
dividend paid  – – – 439 – – 439
at 31 august 2008  6848 8513 871 13074 68  572 28802
  
profit for the year  – – – 886 – – 886
currency translation  –––– 5 – 5
total recognised income and expense – – – 886 5 – 881
  
sharebased payments  – – – 65 – – 65
dividend paid  – – – 423 – – 423
at 31 august 2009  6848 8513 871 13602 63 572 29325
the notes on pages 33 to 56 form part of the consolidated financial statements    armour group plc annual report 2009 
consolidated cash flow statement 
for the year ended 31 august 2009 
 
 
32 
note 
31 august  
2009  
£000 
31 august 
2008 
£000
cash flow from operating activities    
cash generated from operations  28  7171 3124
income taxes recoveredpaid  156 1308
net cash from operating activities   7327 1816
investing activities    
acquisition of subsidiary undertaking net of cash acquired   2 4302
disposal of subsidiary undertaking net of cash disposed   – 400
purchase of property plant and equipment   604 1196
sale of property plant and equipment   40 147
expenditure on intangible assets   1853 1506
interest received   17 166
net cash used in investing activities   2402 6291
financing activities    
dividend paid   423 439
repayment of bank loans   720 720
repayment of finance lease creditors   – 26
shares acquired by share trust   – 372
interest paid   475 726
net cash used in financing activities   1618 2283
net increasedecrease in cash cash equivalents and bank overdrafts  29  3307 6758
currency variations on cash cash equivalents and bank overdrafts   6 74
cash cash equivalents and bank overdrafts at the start of the year   5792 892
cash cash equivalents and bank overdrafts at the end of the year  18  2491 5792
the notes on pages 33 to 56 form part of the consolidated financial statements   
armour group plc annual report 2009 
notes to the consolidated financial statements 
 
33
1 accounting policies  
basis of preparation 
the group’s consolidated financial statements have been prepared in accordance with international financial reporting standards 
international accounting standards and interpretations collectively “ifrs” issued by the international accounting standards board 
as adopted by the european union and with those parts of the companies act 2006 applicable to companies preparing their financial 
statements under ifrs 
the principal accounting policies adopted in the preparation of the group’s consolidated financial statements are set out below  
the policies have been consistently applied to all of the years presented unless otherwise stated 
basis of consolidation 
these consolidated financial statements present the results of the company and its subsidiary undertakings “group” as if they 
form a single entity subsidiary undertakings are entities over which the company has control in terms of the power to govern the 
financial and operating policies of an acquired entity so as to obtain benefits from its activities intercompany transactions and 
balances between entities within the group are therefore eliminated in full 
business combinations 
these consolidated financial statements incorporate the results of business combinations using the purchase method the results 
of acquired operations are included in the consolidated income statement from the date on which control is obtained there have 
been no acquisitions since 31 august 2006 and the identifiable assets liabilities and goodwill acquired have been included in the 
consolidated balance sheet as originally stated 
goodwill 
goodwill arising on the acquisition of a business represents any excess of the fair value of the consideration over the fair value of  
the identifiable assets and liabilities acquired the identifiable assets and liabilities acquired are incorporated into the consolidated 
financial statements at their fair value to the group 
in accordance with ifrs 3 with effect from 1 september 2006 goodwill is not amortised but tested for impairment annually  
any impairment is recognised immediately in the consolidated income statement and is not subsequently reversed on disposal  
of a business the attributable amount of goodwill is included in the determination of the profit or loss on disposal 
intangible assets excluding goodwill 
intangible assets excluding goodwill include the following 
a development costs 
both internal and external development costs associated with the production of saleable products are capitalised as an intangible 
asset in accordance with the criteria of ias 38 which include that the asset created can be identified the cost can be measured 
reliably and it is probable that the asset will generate future economic benefits the asset is then amortised on a straightline basis 
over the expected sales period for the product on a product type by product type basis this is normally between three and five years 
where no intangible asset can be identified development costs are recognised as an expense in the financial period in which they  
are incurred 
b other intangible assets 
other intangible assets include investments recorded at cost in software which is separately identifiable from the hardware on 
which it runs the asset so created is then amortised on a straightline basis over the software’s expected useful life which is 
normally between three and five years 
where the software is not separately identifiable from the hardware it is included with the hardware in property plant  
and equipment   armour group plc annual report 2009 
notes to the consolidated financial statements continued 
34 
1 accounting policies continued 
impairment of nonfinancial assets 
impairment tests on goodwill and other intangible assets with indefinite useful lives are undertaken annually for the reporting  
year end other nonfinancial assets are subject to impairment tests whenever events or changes in circumstances indicate that 
their carrying amount may not be recoverable where the carrying value of an asset is judged to exceed its recoverable amount  
ie the higher of value in use or the fair value less costs to sell the asset is written down accordingly 
where it is not possible to estimate the recoverable amount of an individual asset the impairment test is carried out on the asset’s 
cashgenerating unit ie the lowest group of assets in which the asset belongs for which there are separately identifiable cash 
flows goodwill is allocated on initial recognition to each of the group’s cashgenerating units that are expected to benefit from  
the synergies of the combination giving rise to the goodwill 
impairment charges and the reversal of previous impairment charges are expensedcredited to the consolidated  
income statement 
property plant and equipment 
property plant and equipment are stated at cost less the accumulated depreciation and where appropriate provision for 
impairment in value or estimated loss on disposal property plant and equipment are depreciated over their estimated useful  
lives on a straightline basis as follows 
leasehold improvements  over the term of the lease 
plant and fixtures and fittings  10 – 33 
motor vehicles  20 – 25 
associated undertakings 
an entity is treated as an associated undertaking where the group exercises significant influence but not control over its operating 
and financial policy decisions 
associated undertakings are initially recognised in the consolidated balance sheet at cost subsequently the investment in 
associated undertakings is shown as the group’s share of the identifiable net assets and the premium paid on acquisition to the 
extent that the latter has not been impaired any premium being the excess of cost above the fair value of the group’s share of the 
identifiable assets and liabilities acquired is subject to impairment in the same way as goodwill arising on a business combination 
the group’s share of post acquisition results after taxation is recognised in the consolidated income statement except that losses  
in excess of the group’s investment in the associated undertaking are not recognised unless there is an obligation to make good 
those losses the most recently available management information is used where statutory financial statements are not available 
foreign currencies 
the results of overseas subsidiary undertakings are translated into sterling at the actual rates of exchange during the financial 
period and their balance sheets at the rates ruling at the financial period end gains or losses arising on the translation of the 
opening net assets and results of overseas subsidiary undertakings are taken to the group’s translation reserve 
transactions denominated in foreign currencies are translated into sterling at the exchange rate in operation on the date of the 
transaction monetary assets and liabilities originally denominated in foreign currencies are translated into sterling at the exchange 
rate in operation at the date of the financial period end exchange gains and losses are reported as part of the consolidated  
income statement   
armour group plc annual report 2009 
 
35
financial instruments 
a derivative financial instruments 
the group uses foreign exchange forward contracts to hedge financial risks to changes in foreign currency exchange rates  
these financial instruments are included in the consolidated balance sheet as assets or liabilities at their fair values the group 
does not use derivative financial instruments for speculative purposes but its financial instruments do not qualify for hedge 
accounting under ifrs and consequently changes in their fair values are recognised in the consolidated income statement  
as they arise 
b bank borrowings 
bank borrowings are initially recognised at fair value such interest bearing liabilities are subsequently measured at amortised cost 
using the effective interest rate method which ensures that any interest expense over the period to repayment is at a constant rate 
on the balance of the liability carried in the consolidated balance sheet the interest expense includes initial transaction costs and 
premiums payable on redemption as well as any interest coupon payable while the liability is outstanding 
c trade receivables and trade payables 
trade receivables and trade payables are nonderivative assets and liabilities of fixed or determinable amounts that are not quoted in 
an active market they arise principally through the provision of goods and services to customers trade debtors or the purchase of 
goods and services trade creditors and accruals they are initially recognised at fair value and subsequently carried at amortised 
cost less any provision for impairment 
inventories 
inventories have been valued at the lower of cost and net realisable value cost includes all direct expenditure to bring items to  
their condition and location at the accounting date together with in the case of goods manufactured by the group an appropriate 
proportion of production overhead expenditure attributable thereto 
cash and cash equivalents 
cash and cash equivalents comprise cash in hand at bank and deposits where the amounts are not part of the group’s setoff 
arrangements and in the case of deposits where they are repayable within three months and are subject to an insignificant risk  
of a change in value bank overdrafts are shown within current liabilities in the consolidated balance sheet but are included within 
cash and cash equivalents in respect of the consolidated cash flow statement 
provisions 
provisions are recognised when the group has a present obligation legal or constructive as a result of a past event it is probable 
that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be 
made of the amount of the obligation the provision is recorded at the present value of the expenditures expected to be required to 
settle the obligation using a discount rate that reflects the current market assessment of the time value of money and the risks 
specific to the obligation the increase in the provision due to the passage of time is recognised as a finance cost 
deferred taxation 
deferred taxation is the taxation expected to be payable or recoverable on differences between the carrying amounts of assets  
and liabilities in the financial statements and the corresponding taxation bases used in the computation of taxable profit  
it is accounted for using the balance sheet liability method deferred taxation liabilities are generally recognised for all taxable 
temporary differences except goodwill deferred taxation assets are recognised to the extent that it is probable that taxable profit  
will be available against which deductible temporary differences can be utilised 
deferred taxation is calculated at the taxation rate that is expected to apply in the financial period when the liability is settled or the 
asset is realised 
leases 
where substantially all of the risks and rewards incidental to ownership of a leased asset have been transferred to the group  
a “finance lease” the asset is treated as if it had been purchased outright the amount initially recognised as an asset is the  
present value of the minimum lease payments payable over the term of the lease the corresponding lease commitment is shown  
as a liability lease payments are analysed between capital and interest the interest element is charged to the consolidated  
income statement over the period of the lease and is calculated so that it represents a constant proportion of the lease liability  
the capital element reduces the balance owed to the lessor 
where substantially all of the risks and rewards incidental to ownership are retained by the lessor an “operating lease” the total 
rental payable under the lease is charged to the consolidated income statement on a straightline basis over the lease term   armour group plc annual report 2009 
notes to the consolidated financial statements continued 
36 
1 accounting policies continued 
revenue 
revenue represents the invoiced value of goods sold and the value of services provided to third party customers excluding value 
added tax revenue is recognised when the risks and rewards of owning the goods have passed to the customer which is generally 
on delivery or when services have been provided 
sharebased payments 
where share options are awarded to employees the fair value of the option at the date of grant is charged to the consolidated 
income statement over the vesting period nonmarket vesting conditions are taken into account by adjusting the number of equity 
instruments expected to vest at each balance sheet date so that ultimately the cumulative amount recognised over the vesting 
period is based on the number of options that eventually vest market vesting conditions are factored into the fair value of the options 
granted as long as all other vesting conditions are satisfied a charge is made irrespective of whether the market vesting conditions 
are satisfied the cumulative expense is not adjusted for failure to achieve a market vesting condition 
where share options are cancelled their remaining unamortised fair value is fully written off through the consolidated  
income statement 
pension costs 
the group operates defined contribution arrangements the pension costs payable by the group in the financial period are charged 
to the consolidated income statement 
dividends 
equity dividends are recognised when they become legally payable which is when they are approved by the shareholders at the 
annual general meeting they are charged directly to equity 
armour employees’ share trust 
as the company is deemed to have control of the armour employees’ share trust it is treated as a subsidiary undertaking  
the assets other than investments in the company’s ordinary shares liabilities income and expenses are included on a  
linebyline basis in the consolidated financial statements the investment in the company’s ordinary shares is shown in the  
share trust reserve and is treated as a deduction from equity in the consolidated balance sheet 
segmental reporting 
the group’s primary reporting format is business segments and its secondary format is geographical segments a business 
segment is a group of assets and operations engaged in providing products that are subject to risks and returns that are different 
from other business segments 
a geographical segment is engaged in providing products within a particular economic environment which is subject to risks and 
returns that are different from those segments operating in other economic environments revenue by geographic segment is 
allocated based on the country in which the customer is located net assets and capital expenditure by geographical segment  
are allocated based upon where the assets are located 
 
standards amendments and interpretations to existing standards not yet effective 
the following standard has been published but is not effective for the periods presented and the group has chosen not to early adopt 
ifrs 8 operating segments effective for accounting periods beginning on or after 1 january 2009 this standard replaces ias 14 
segmental reporting and sets out further requirements for the disclosure of information about an entity’s operating segments and 
also about the entity’s products and services the geographical areas in which it operates and its major customers as this is a 
disclosure standard it is not anticipated to have any impact on the results or assets of the group 
at the date of authorisation of these financial statements the following standards amendments or revisions to standards and 
interpretations of existing standards were in issue but had not been endorsed by the european union and were not yet effective  
they have not been applied to the consolidated financial statements   
armour group plc annual report 2009 
 
37
applicable to the group from 1 september 2009 
• ifric 16 hedges of a net investment in a foreign operation from 1 october 2008 
• ias 1 amendment presentation of financial statements from 1 january 2009 
• ias 23 amendment borrowing costs from 1 january 2009 
• ifrs 2 amendment sharebased payments vesting conditions and cancellations from 1 january 2009 
• ias 32 and ias 1 amendments puttable financial instruments and obligations arising on liquidation from 1 january 2009 
• ifrs 1 and ias 27 amendments cost of an investment in a subsidiary jointlycontrolled entity or associate  
from 1 january 2009 
• ifrs 7 amendment financial instruments disclosures from 1 january 2009 
• ifric 15 agreements for the construction of real estate from 1 january 2009 
• improvements to ifrs 2009 from 1 january 2009  
• ias 39 amendment eligible hedged items from 30 june 2009 
• ifric 9 amendment reassessment of embedded derivatives from 30 june 2009 
• ias 39 amendment financial instruments recognition and measurement from 1 july 2009 
• ifric 17 distributions of noncash assets to owners from 1 july 2009 and 
• ifric 18 transfer of assets from customers transfers of assets from customers received on or after 1 july 2009 
applicable to the group from 1 september 2010 
• ifrs 2 amendment group cashsettled sharebased payment transactions from 1 january 2010 
• ifrs 1 amendment additional exemptions for firsttime adopters from 1 january 2010 
• improvements to ifrs 2010 from 1 january 2010 and 
• ias 32 amendment classification of rights issues from 1 february 2010 
the group is currently assessing the impact of these amendments revisions and interpretations on its consolidated financial 
statements but at this stage does not consider that they will have a significant material effect save for any additional  
disclosure requirements 
in addition to the above ifrs 3 revised business combinations and ias 27 amended consolidated and separate financial 
statements are both effective for accounting periods beginning on or after 1 july 2009 the alterations are expected to apply to  
the group’s reporting periods starting 1 september 2009 the main changes are 
• acquisition related costs are recognised as an expense 
• contingent consideration is measured at fair value at the acquisition date subsequent movements in the fair value of such 
consideration as a result of post acquisition events such as changes to estimates of earnout consideration are recorded as  
a gain or loss in the income statement 
• equity interests held prior to control being obtained are remeasured to fair value at the acquisition date with any gain or loss 
recorded in the income statement and 
• increases in ownership of a subsidiary undertaking that do not result in a change of control are treated as transactions  
among equity holders are reported in equity are not reported through the income statement and do not result in goodwill  
being remeasured 
the revisions apply to business combinations for which the acquisition date is on or after 1 september 2009 consequently  
the impact of these revised and amended standards on the group’s consolidated financial statements will depend upon the 
circumstances of business combinations occurring on or after this date   armour group plc annual report 2009 
notes to the consolidated financial statements continued 
38 
2 accounting estimates and judgements 
a impairment of goodwill 
the group is required to test on an annual basis whether goodwill has suffered any impairment the recoverable amount is 
determined based on value in use calculations the use of this method requires the estimation of future cash flows and the choice  
of a discount rate in order to calculate the present value of the cash flows actual outcomes may vary more information including  
the carrying value is included in note 11 
b useful lives of intangible assets and property plant and equipment 
intangible assets and property plant and equipment are amortised or depreciated over their useful lives useful lives are based  
on the management’s estimates of the period that the assets will generate revenue which are periodically reviewed for continued 
appropriateness changes to estimates can result in significant variations in the carrying value and amounts charged to the 
consolidated income statement in specific periods more details including the carrying values are included in notes 12 and 13 
c fair value of financial instruments 
the group determines the fair value of financial instruments that are not quoted using valuation techniques those techniques are 
significantly affected by the assumptions used including discount rates and estimates of future cash flows in that regard the derived 
fair value estimates cannot always be substituted by comparison with independent markets and in many cases may not be capable 
of being realised immediately 
more details on financial instruments are given in note 3 
d inventories 
the companies within the group that carry inventory review the net realisable value of and demand for their inventory on a regular 
basis and particularly at the year end to provide assurance that it is stated at the lower of cost and net realisable value factors that 
could impact estimated demand and selling prices include the timing and success of future technological innovations competitor 
activities supplier prices and economic trends 
e sharebased payments 
the fair value of share option sharebased payments is estimated using the blackscholes valuation model as at the date of grant 
and using certain assumptions those assumptions are disclosed in note 25 
f provisions 
the group recognises provisions in accordance with its accounting policy described on page 35 in arriving at estimates for 
provisions estimates and judgements are made in particular with regard to timing and amount calculations are based on 
anticipated future cash flows relating to the relevant event which are estimated by management and where appropriate supported 
by the use of external advisers 
g taxation 
the group is subject to taxation in several jurisdictions and judgement is required in determining the provision for income and 
deferred taxation the group recognises taxation assets and liabilities based upon estimates and assessments of many factors 
including past experience advice received on the relevant taxation legislation and judgements about the outcome of future events  
to the extent that the final outcome of these matters is different from the amounts recorded such differences will impact on the 
taxation charge made in the consolidated income statement in the period in which such determination is made 
3 financial instruments and risk management  
the principal financial instruments used by the group from which financial instrument risk arises are as follows 
• trade receivables 
• cash at bank 
• bank overdrafts 
• trade and other payables 
• floating rate bank loans and 
• forward currency contracts   
armour group plc annual report 2009 
 
39
the following tables show financial instruments by category 
 31 august 2008 
 
loans and 
receivables 
£000 
derivative 
financial 
instruments 
£000 
total 
£000 
loans and 
receivables  
£000  
derivative 
financial 
instruments 
£000 
total 
£000
assets  
trade and other receivables  8619 – 8619 7885  769 8654
cash and cash equivalents  72 – 72 170  – 170
 8691 – 8691 8055  769 8824
 
 31 august 2008 
 
derivative 
financial 
instruments 
£000
other
 financial 
liabilities 
£000 
total 
£000 
derivative 
financial 
instruments 
£000 
other
 financial 
liabilities 
£000 
total 
£000
liabilities  
borrowings  – 4959 4959 –  9044 9044
trade and other payables  162 10706 10868 –  8974 8974
 162 15665 15827 –  18018 18018
the group encounters through its operations the following financial risks 
• credit risk 
• market risk being 
 a interest rate risk 
 b currency risk 
• liquidity risk 
• capital management 
in common with all other businesses the group encounters risks that arise from its use of financial instruments this note  
describes the group’s objectives policies and processes for managing those risks and the methods used to measure them 
additional information in respect of these risks is included throughout the consolidated financial statements 
credit risk 
credit risk is the risk of financial loss to the group if a customer or counterparty to a financial instrument fails to meet its contractual 
obligations the group is mainly exposed to credit risk from credit sales it is the group’s policy implemented in the operating 
subsidiary undertakings to assess the credit worthiness of customers prior to opening new accounts this assessment includes  
an internal assessment of the acceptable risk corroborated where available with an external rating from an acceptable credit  
rating agency purchase limits are established for customers which represent the maximum open amount authorisation to allow 
sales that would cause this limit to be exceeded is required from the operating subsidiary undertaking senior management team  
if this authorisation is not given no further sales are made to that customer until payment has been received 
credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions the group’s main  
banking arrangements are with national westminster bank plc amounts held by overseas operations with foreign banks are  
kept to a minimum 
the group does not enter into derivatives to manage credit risk although in certain cases may take steps to mitigate such risks  
if it is sufficiently concentrated 
quantitative disclosure of the credit risk exposure in relation to trade and other receivables is given in note 17 
31 august 2009 
31 august 2009   armour group plc annual report 2009 
notes to the consolidated financial statements continued 
40 
3 financial instruments and risk management continued 
market risk 
market risk arises from the group’s interest bearing tradable and foreign currency financial instruments it is the risk that the fair 
value or future cash flows of a financial instrument will fluctuate because of changes in the interest rates interest rate risk or 
foreign exchange rates currency risk 
a interest rate risk 
the group is exposed to cash flow interest rate risk from its overdraft and loan facilities which are denominated in sterling and  
carry interest at variable rates the group’s policy is to balance exposure to interest rate risk with the cost and flexibility of funding 
this policy is managed centrally and subsidiary undertakings are generally not permitted to borrow from external sources and not 
without central approval 
the requirement for interest rate hedging is reviewed periodically being a mechanism available to manage interest rate risk  
these reviews acknowledge that interest rate hedges will not necessarily protect the group from the risk of paying rates in excess  
of current market rates nor eliminate cash flow risk associated with the variability in interest payments judgements are therefore 
exercised in the context of the market and the materiality of the potential risk compared to the cost at 31 august 2009 none  
31 august 2008 none of the group’s borrowings were hedged against interest rate movements 
based upon the average of the group’s net debt during the year it is estimated that a risefall of one percentage point in the  
principal interest rates to which the group is exposed would decreaseincrease profit before taxation by approximately £92000  
31 august 2008 £74000 
b currency risk 
currency risk arises because the group has operations located in various parts of the world whose functional currencies are 
different from that of the group however these are not currently considered to be of a size that would warrant use of a hedge 
against the net investments in these overseas operations 
currency risk also arises when operating subsidiary undertakings enter into transactions denominated in a currency that is different 
from their functional currency the principal exposure is through purchases made from suppliers in north america and the far east 
which are denominated in us dollars 
the group’s policy is where possible to allow operating subsidiary undertakings to settle foreign currency transactions with cash 
generated in the same functional currency from their normal operations if this is not possible but cash in the required functional 
currency exists elsewhere in the group it will be transferred generally however purchases in foreign currency exceed receipts 
consequently the group will enter into forward currency contracts to protect against currency risk forward currency contracts 
typically crystallise on a monthly basis account for half the projected forward monthly exposure and may be taken out up to  
twelve months forward 
although the board accepts that this policy does not protect the group entirely from currency risk or from incurring an exchange rate 
in the future that is adverse to the then spot rate in operation it considers that it achieves an appropriate balance against exposure  
to the risk 
financial instruments within individual group companies that are not denominated in the functional currency of the company 
concerned at 31 august 2009 were as follows 
net foreign currency monetary assetsiiabilities 
functional currency of group operation  
euro
£000 
us dollar 
£000  
other 
£000  
total
£000
at 31 august 2009   
sterling 1129 947 84 2160
at 31 august 2008   
sterling  258 92  13 179
the group’s major nonfunctional currency exposure is to the us dollar and euro it is estimated that the impact of a 10 
strengthening of the us dollar and euro would decrease profit before taxation by approximately £231000 31 august 2008 £19000  
a 10 weakening of the us dollar and euro would increase profit before taxation by approximately £189000 31 august 2008 
£15000 
it should be noted that the sensitivity indication given above reflects the impact on financial instruments held at the balance sheet 
date it does not reflect changes in revenue or costs that may result from changing exchange rates   
armour group plc annual report 2009 
 
41
liquidity risk 
liquidity risk arises from the group’s management of working capital and the finance charges and principal repayments on its debt 
instruments it is the risk that the group will encounter difficulty in meeting its financial obligations as they fall due 
the group finances its operations through a mix of equity and borrowings the group’s objective is to provide funding for future 
growth and achieve a balance between continuity and flexibility through loan and overdraft facilities in addition to a committed term 
loan the group may draw on up to £80 million on a committed overdraft facility if from time to time the group has surplus funds 
interest income is earned on a daily basis 
at 31 august 2009 the group had undrawn bank overdraft facilities of £54 million 31 august 2008 £20 million further details of 
the group’s bank facilities are given in note 20 
capital management 
the group manages its capital structure in order to safeguard the going concern of the group and provide returns for shareholders 
and benefits for other stakeholders the capital structure of the group consists of debt which includes borrowings disclosed in  
note 20 cash and cash equivalents and equity attributable to equity holders of the company comprising issued capital reserves  
and retained earnings 
the group may maintain or adjust its capital structure by adjusting the amount of dividend paid to shareholders returning capital  
to shareholders issuing new shares or selling assets to reduce debt 
4 segment information 
the group operates in the following main business segments 
armour auto    the design manufacture and supply of products for the incar communications and  
   entertainment market 
armour home    the design manufacture and supply of products into the hifi home theatre home 
entertainment and office furniture markets and 
central operations   the provision of finance and support services including future product concepts and  
   hong kong based quality control to the other business segments within the group 
the group’s primary reporting format for reporting segment information is business segments 
year ended 31 august 2009 
armour 
auto 
£000 
armour 
home  
£000  
central 
operations 
£000 
total 
£000
revenue 13092 38522 – 51614
profitioss before taxation 71 3327 2278 1120
balance sheet  
assets 7891 18691 21639 48221
liabilities 2166 5756 10974 18896
net assets 5725 12935 10665 29325
other  
capital expenditure 188 414 2 604
depreciation 213 404 14 631
amortisation of intangible assets 224 557 1 782
sharebased payments 7 52 6 65
   armour group plc annual report 2009 
notes to the consolidated financial statements continued 
42 
4 segment information continued 
year ended 31 august 2008 
armour 
auto 
£000 
armour  
home  
£000  
central  
operations  
£000  
total 
£000
revenue  14409 39599  –  54008
profitioss before taxation  1284 4872  2671 3485
balance sheet   
assets  8557 18650  21602  48809
liabilities  2281 6538 11188 20007
net assets  6276 12112  10414  28802
other   
capital expenditure  210 973 13 1196
depreciation  209 397  13  619
amortisation of intangible assets  133 323  –  456
sharebased payments 28 57 15 100
 
 
the group’s secondary reporting format for reporting segment information is geographical segments 
 
revenue by 
location of customers 
total net assets by  
location of assets  
capital expenditure  
by location of assets 
 
2009
£000
2008
£000
2009
£000
2008 
£000  
2009 
£000 
2008
£000
united kingdom 41851 45855 28854 28349  597 1185
rest of europe 5966 6346 461 446  4 8
rest of world 3797 1807 10 7  3 3
 51614 54008 29325 28802  604 1196
   
armour group plc annual report 2009 
 
43
5 profit from operations 
 
31 august 
2009 
£000 
31 august 
2008
£000
profit from operations is stated after chargingcrediting 
depreciation of property plant and equipment note 13 631 619
amortisation and impairment of intangible fixed assets note 12  782 456
profit on disposal of property plant and equipment  9 68
research and development expenditure  614 1060
operating lease rentals 
 hire of plant and machinery  206 210
 other  1354 1120
gain on financial instruments  1530 869
foreign exchange lossgain 1894 54
 
 
31 august 
2009 
£000 
31 august 
2008
£000
services provided by the company’s auditors and its associates 
audit services 
fees payable to the company’s auditors for the audit of the company  
and consolidated financial statements  18 30
fees payable to the company’s auditors and its associates for other services 
audit of the company’s subsidiary undertakings pursuant to legislation  68 88
other services pursuant to legislation  – 4
taxation services  27 35
 113 157  armour group plc annual report 2009 
notes to the consolidated financial statements continued 
44 
6 staff and key management 
the aggregate amounts payable to people employed by the group including directors during the year was as follows 
 
31 august  
2009  
£000  
31 august 
2008
£000
wages and salaries  8765 8906
social security costs  928 942
pension costs  265 259
sharebased payments  65 100
total employment costs  10023 10207
amount capitalised as development  536 576
 9487 9631
the average number of people employed by the group was 
 
31 august  
2009  
31 august 
2008
armour auto  118 136 
armour home  173 188 
central operations  14 14 
 305 338 
directors’ remuneration was 
 
31 august  
2009  
£000  
31 august 
2008
£000
salaries and shortterm employee benefits  312 312
amounts paid to third parties for directors’ services  81 79
company contributions to money purchase pension schemes  30 28
 423 419
no options were exercised by the directors and no gains were made in either the current or prior year two directors accrued 
pension benefits 
the remuneration of the highest paid director amounted to £178000 31 august 2008 £178000 and company contributions to the 
defined contribution pension scheme amounted to £17000 31 august 2008 £16000  
further information in regard to the directors’ remuneration interests in ordinary shares and interests in share options is included 
in the remuneration report on pages 25 to 27 
key management remuneration was 
 
31 august  
2009  
£000 
31 august 
2008
£000
salaries and shortterm employee benefits  691 672
amounts paid to third parties for directors’ services  81 79
contributions to money purchase pension schemes  53 51
sharebased payments  20 24
 845 826
the amounts shown above for key management comprise amounts in respect of the directors of armour group plc as shown in  
the remuneration report on page 26 managing director of armour auto and managing director and chief operating officer of 
armour home   
armour group plc annual report 2009 
 
45
7 finance income and expense 
 
31 august 
2009 
£000
31 august 
2008
£000
finance income 
interest received on bank deposits  17 166
finance expense 
unwinding of discounts  19 10
interest on loan notes  – 125
bank loans and overdrafts  356 534
bank loan arrangement costs expensed  34 32
finance leases  – 2
 409 703
8 taxation expense 
 
31 august 
2009 
£000
31 august 
2008
£000
current taxation expense 
uk corporation tax on profit for the year  119 478
adjustment in respect of prior years  61 36
income taxation of overseas operations  40 47
total current taxation expense  98 489
deferred taxation expense 
uk operations  104 544
adjustment in respect of prior years  36 62
overseas operations  4 20
total deferred taxation expense note 22  136 502
total taxation expense  234 991
the taxation assessed for the year is lower 31 august 2008 lower than the standard rate of uk corporation tax the differences are 
explained below 
 
31 august 
2009 
£000
31 august 
2008
£000
profit on ordinary activities before taxation  1120 3485
profit multiplied by the rate of uk corporation tax of 28 2008 2917  314 1017
effects of 
expenses not deductible for taxation purposes  51 166
taxation credits  105 40
recognition of losses carried forward  – 11
use of previously unrecognised losses  – 20
lower taxation rates on overseas profit and marginal relief  1 10
corporate and deferred taxation rate differences  – 13
adjustments in respect of prior years  25 98
total taxation expense  234 991
the 2008 rate of uk corporation tax of 2917 reflected the rate change from 30 to 28 effective from april 2008  
deferred taxation has been provided at the future taxation rate of 28 in both years   armour group plc annual report 2009 
notes to the consolidated financial statements continued 
46 
9 earnings per ordinary share 
basic earnings per ordinary share are calculated using the weighted average number of ordinary shares in issue during the financial 
year of 65056067 31 august 2008 67191706 diluted earnings per ordinary share are calculated with reference to 65056067  
31 august 2008 68044400 ordinary shares the effect of the exercise of options on the weighted average number of ordinary 
shares in issue is nil 31 august 2008 852694 
at 31 august 2009 the armour employees’ share trust held 3424000 31 august 2008 3424000 ordinary shares the weighted 
average number of ordinary shares held by the armour employees’ share trust during the year of 3424000 31 august 2008 
1288361 are not included in either the weighted average or diluted weighted average ordinary shares in issue during the  
financial year 
underlying earnings per ordinary share are also shown calculated by reference to earnings before sharebased payments  
the directors consider that this gives a useful additional indication of underlying performance it should be noted that the term 
“underlying” is not defined under ifrs and may not therefore be comparable with similarly titled profit measures reported by  
other entities 
 31 august 2008 
 £000 
basic 
p 
diluted 
p £000 
basic  
p  
diluted 
p
   
profit for the financial year  886 14 14 2494  37  37 
sharebased payments  65 01 01 100  02  01 
underlying earnings  951 15 15 2594  39  38 
10 dividend 
 
31 august  
2009  
£000  
31 august 
2008
£000
proposed dividend for the year of 030p 31 august 2008 065p per ordinary share  195 423
the armour employees’ share trust has waived its right to a dividend in excess of 0001p per ordinary share for the 3424000  
31 august 2008 3424000 ordinary shares that it holds 
the proposed dividend for the year has not been accrued in the consolidated balance sheet as at 31 august 2009 the dividend 
proposed in the financial statements as at 31 august 2008 and approved by shareholders at the annual general meeting held on  
29 january 2009 was charged to reserves and paid during the year 
11 goodwill and impairment 
 
31 august  
2009  
£000  
31 august 
2008
£000
at the start of the year  21082 21082
additions  2 –
at the end of the year  21084 21082
the addition during the year relates to the acquisition of armour nordic as the group’s new subsidiary in norway 
31 august 2009   
armour group plc annual report 2009 
 
47
goodwill acquired in business combinations and carried in the consolidated balance sheet is allocated to the cashgenerating units 
“cgus” that are expected to benefit from that business combination the carrying amount of goodwill has been allocated as follows 
 
31 august 
2009 
£000 
31 august 
2008
£000
armour auto  2088 2086
armour home  18996 18996
at the end of the year  21084 21082
the recoverable amounts of the cgus are determined from value in use calculations the key assumptions for the value in use 
calculations are those regarding discount rates growth rates expected sales prices and costs during the period management 
estimates discount rates that reflect current market assessments of the time value of money and the risks specific to the cgus  
the growth rates selling prices and direct costs are based on past experience and expectations of future changes in the market 
the group prepares cash flow forecasts derived from the most recent financial budgets approved by management and extrapolates 
cash flows for the following years based upon estimated growth rates 
the extrapolated cash flows have been prepared for 10 years with an average growth rate of 3 31 august 2008 3 the rate used 
to discount the cash flows was 15 31 august 2008 15 
12 other intangible assets 
 31 august 2008 
 
computer 
software 
£000 
development 
costs 
£000 
total 
£000 
computer 
software  
£000  
development 
costs 
£000 
total 
£000
cost  
at the start of the year  529 2942 3471 465  1501 1966
additions  14 1839 1853 65  1441 1506
disposals  – 34 34 1 – 1
at the end of the year  543 4747 5290 529  2942 3471
amortisation  
at the start of the year  389 1041 1430 333  642 975
charge for the year  68 641 709 57  399 456
impairment charge  – 73 73 –  – –
disposals  – 34 34 1 – 1
at the end of the year  457 1721 2178 389  1041 1430
net book value  
at the end of the year  86 3026 3112 140  1901 2041
 
31 august 2009   armour group plc annual report 2009 
notes to the consolidated financial statements continued 
48 
13 property plant and equipment 
leasehold 
improvements 
£000 
motor 
vehicles 
£000 
plant and 
equipment  
£000  
fixtures and 
fittings  
£000  
total 
£000
cost   
at 1 september 2008 558 639 2845 947 4989
additions  77 13 388 126 604
disposals  – 144 57 17 218
at 31 august 2009 635 508 3176 1056 5375
depreciation   
at 1 september 2008 99 411 1835 542 2887
charge for the year  62 101 347 121 631
disposals  – 127 44 16 187
at 31 august 2009 161 385 2138 647 3331
net book value   
at 1 september 2008 459 228 1010 405 2102
at 31 august 2009 474 123 1038 409 2044
 
 
leasehold 
improvements 
£000 
motor 
vehicles 
£000 
plant and 
equipment  
£000  
fixtures and 
fittings  
£000  
total 
£000
cost   
at 1 september 2007  318 655 2780  841  4594
additions  314 112 541  229  1196
disposals  74 128 481 123 806
foreign exchange movement  – – 5 – 5
at 31 august 2008  558 639 2845  947  4989
depreciation   
at 1 september 2007  113 379 1963  535  2990
charge for the year  37 143 334  105  619
disposals  51 111 466 98 726
foreign exchange movement  – – 4 – 4
at 31 august 2008  99 411 1835  542  2887
net book value   
at 1 september 2007  205 276 817  306  1604
at 31 august 2008  459 228 1010  405  2102
at 31 august 2009 and 31 august 2008 there were no assets held under finance leases   
armour group plc annual report 2009 
 
49
14 subsidiary undertakings 
the principal subsidiary undertakings of armour group plc all of which have been included in these consolidated financial 
statements are as follows 
 
 
proportion of ownership  
at 31 august 
 
country of incorporation  
2009

2008

armour automotive group limited  great britain  100 100
armour hong kong limited  hong kong   100 100
armour auto   
armour automotive limited  great britain  100 100
armour nordic ab  sweden   100 100
armour nordic as norway  100 –
armour home   
armour home electronics limited  great britain   100 100
alphason designs limited  great britain   100 100
note 4 on pages 41 and 42 describes the nature of the businesses contained within each business segment 
15 investment in associated undertakings 
the following entity meets the definition of an associated undertaking and has been equity accounted in the consolidated  
financial statements 
 
 
proportion of ownership  
at 31 august 
country of incorporation  
2009 

2008

audica limited  great britain   25 25
the aggregated amounts relating to the associated undertaking are as follows 
 
31 august 
2009 
£000 
31 august 
2008
£000
total assets  210 325
total liabilities  485 490
revenues  347 809
loss 64 28
16 inventories 
 
31 august 
2009
£000 
31 august 
2008
£000
raw materials and consumables  1138 1223
finished goods and goods for resale  10543 11603
total inventories  11681 12826
   armour group plc annual report 2009 
notes to the consolidated financial statements continued 
50 
17 trade and other receivables 
 
31 august  
2009  
£000 
31 august
2008
£000
trade receivables  8947 8332
less provision for impairment of trade receivables  416 478
net trade receivables  8531 7854
other receivables  44 304
prepayments  1301 1293
derivative financial instruments  – 769
total trade and other receivables  9876 10220
there is no material difference between the net book amount and the fair value of current trade and other receivables due to their 
shortterm nature 
there is no particular concentration of credit risk to the group’s trade receivables as the group has a large number of customers 
the provision for impairment is analysed as follows 
 
31 august  
2009  
£000 
31 august
2008
£000
at 1 september  478 203
income statement charge  158 390
written off as uncollectable  220 115
at 31 august  416 478
the creation and release of provision for impaired receivables has been included in the consolidated income statement under  
other expenses 
trade and other receivables that have not been received within the payment terms agreed are classified as overdue  
the ageing of overdue amounts at 31 august is as follows 
 31 august 2008 
impaired 
£000
not impaired  
£000  
impaired  
£000 
not impaired
£000
past due 0 – 3 months  27 739  131  659
past due 4 – 6 months  73 120  57  65
past due 7 – 12 months  55 88  101  61
past due over 12 months  261 13  189  36
 416 960  478  821
18 cash and cash equivalents 
 
31 august  
2009  
£000 
31 august
2008
£000
cash at bank and in hand being cash and cash equivalents in the consolidated balance sheet  72 170
less overdrafts note 20 2563 5962
cash cash equivalents and bank overdrafts in the consolidated cash flow statement  2491 5792
 
31 august 2009   
armour group plc annual report 2009 
 
51
19 trade and other payables – current 
 
31 august 
2009 
£000
31 august
2008
£000
trade payables  7914 6124
other taxation and social security  1469 728
other payables  985 575
accruals  1935 2328
derivative financial instruments  162 –
total trade and other payables  12465 9755
there is no material difference between the net book amount and fair value of trade and other payables due to their  
shortterm nature 
20 borrowings 
 31 august 2008 
fair value 
£000
carrying 
amount  
£000  
fair value 
£000
carrying 
amount
£000
noncurrent   
secured bank term loan  1438 1438  2394 2394
current   
secured bank term loan  958 958  688 688
secured overdraft note 18 2563 2563  5962 5962
 3521 3521  6650 6650
total borrowings  4959 4959  9044 9044
the bank term loan and overdraft are secured by a fixed and floating charge over the group’s assets both the bank term loan and 
overdraft are subject to a floating rate of interest being the base rate plus the bank’s margin at 31 august 2009 the interest rate  
was 175 31 august 2008 6 both the bank term loan and overdraft are committed facilities the bank term loan is repayable  
in instalments made in february and august each year with the final payment due on 31 august 2012 the overdraft facility is for  
up to a maximum of £8 million and matures in february 2011 the maturity of noncurrent borrowing is as follows 
 
31 august 
2009
£000
31 august
2008
£000
between one and two years  1031 1105
between two and five years  524 1778
 1555 2883
the figures above show the contractual undiscounted cash flows and therefore include an estimate of the future interest payable  
on each element of borrowings up to its repayment date interest has been estimated at the rate ruling at the year end being 175 
31 august 2008 6 
31 august 2009    armour group plc annual report 2009 
notes to the consolidated financial statements continued 
52 
21 provisions 
restructuring  
£000 
dilapidations 
£000 
total
£000
at 1 september 2008 192 170 362
amounts utilised 103 2 105
unused amounts reversed – 40 40
unwinding of discount 9 10 19
at 31 august 2009 98 138 236
the provisions have been analysed between current and noncurrent as follows 
 
31 august  
2009  
£000 
31 august
2008
£000
current  95 136
noncurrent  141 226
 236 362
the restructuring provision relates to the termination of satellite leased premises arising from business disposals and the 
reorganisation of operations within armour home performed in prior years 
the dilapidations provision relates to the probable exposure arising from returning leasehold property to its original state at the end 
of the lease in accordance with the lease terms 
22 deferred taxation 
deferred taxation is calculated in full on temporary differences under the liability method using the taxation rate of 28 2008 28 
the movement on the deferred taxation account is shown below 
 
31 august  
2009  
£000 
31 august
2008
£000
at 1 september  520 18
income statement charge note 8 136 502
at 31 august  656 520
deferred taxation assets have been recognised in respect of taxation losses and other temporary differences giving rise to deferred 
taxation assets where the directors believe that it is probable that these assets will be recovered 
 31 august 2008 
assetliability 
£000
chargecredit 
to income  
£000  
assetliability  
£000 
chargecredit 
to income
£000
accelerated capital allowances  716 299  417 294
shortterm temporary differences  40 154  114 119
taxation losses  20 9  11  89
 656 136  520 502
 
31 august 2009   
armour group plc annual report 2009 
 
53
23 share capital 
ordinary shares of 10p each 
authorised   allotted called up and fully paid 
number £000   number £000
at 1 september 2008 and 31 august 2009 150000000 15000  68480067 6848
share capital represents the amount subscribed for share capital at nominal value 
24 reserves 
the nature of the reserves shown in the consolidated balance sheet and consolidated statement of changes in shareholders’ equity 
is as follows 
share premium  amount subscribed for share capital in excess of nominal value 
other reserves  the premium on shares issued as consideration shares for acquisitions being the difference between the  
 nominal value and fair value of these shares in accordance with sections 612 and 615 of the companies  
 act 2006 the acquiring company has taken no account of this premium and the cost of investment includes  
 only the nominal value of the consideration shares on consolidation the premium has been credited to  
 this reserve 
retained earnings  cumulative net gains and losses recognised in the consolidated income statement 
translation reserve  gains and losses arising on retranslating the net assets of overseas operations into sterling 
share trust reserve  cost of company’s shares held by the armour employees’ share trust   armour group plc annual report 2009 
notes to the consolidated financial statements continued 
54 
25 sharebased payments 
during the year the company and group operated three equity settled sharebased schemes being the 
• 1999 unapproved executive share option scheme 
• 1999 approved executive share option scheme and 
• enterprise management incentive share option plan 
options granted under the 1999 unapproved executive share option scheme 1999 approved executive share option scheme and 
enterprise management incentive share option plan are subject to performance criteria relating to the growth in earnings per 
ordinary share or growth in the average ordinary share price these criteria were approved by the shareholders at the annual 
general meeting held on 3 december 2002 in addition the options lapse if the employee leaves within the service period required 
following the date of grant 
no options were granted or exercised during the year 
weighted 
average 
exercise price 
p 
2009
number  
2009 
weighted 
average  
exercise price 
p  
2008 
number
2008
outstanding at the start of the year  282 5905000 410  5260712
granted during the year  – – 175 1855000
cancelled during the year  – – 692  890000
lapsed during the year  – – 625  320712
outstanding at the year end  282 5905000 282 5905000
the exercise price of options outstanding at the end of the year ranged between 175p and 565p 31 august 2008 175p – 565p  
and the weighted average contractual life was 59 years 31 august 2008 restated to 69 years 
of the total number of options outstanding at the end of the year 3500000 31 august 2008 2775000 had vested and  
were exercisable 
no options were exercised during either the current or prior year 
no options were granted in the year the weighted average fair value of each option granted during the prior year was 40p 
the following information is relevant in the determination of the fair value of options granted during the prior year 
 2009 2008
option pricing model used  – blackscholes
weighted average share price at grant p  – 175
weighted average exercise price p  – 175
weighted average contractual life years  – 50
expected volatility   – 35
expected dividend expressed as yield   – 52
riskfree interest rate   – 49
the volatility assumption is based upon the historical volatility of the company’s share price over a period that is generally 
commensurate with the expected term of the option 
the group recognised a total expense of £65000 31 august 2008 £100000 in respect of equity settled sharebased payments  
in the year   
armour group plc annual report 2009 
 
55
at 31 august 2009 the following options were outstanding in respect of the ordinary shares 
1999 unapproved executive share option scheme 
date of grant number
exercise 
price p exercise period
10 may 2000  300000 200 10 may 2002 – 9 may 2012
24 july 2003  550000 345 24 july 2004 – 23 july 2013
14 november 2005  725000 565 14 november 2008 – 13 november 2015
12 december 2006  250000 455 12 december 2009 – 11 december 2016
4 july 2008  20000 210 4 july 2011 – 3 july 2018
 1845000
1999 approved executive share option scheme 
date of grant number 
exercise 
price p exercise period
12 december 2006  300000 455 12 december 2009 – 11 december 2016
 300000
enterprise management incentive share option plan 
date of grant number 
exercise 
price p exercise period
5 december 2002  100000 200 5 december 2003 – 4 december 2012
21 january 2003  1500000 200 21 january 2004 – 20 january 2013
24 july 2003  325000 345 24 july 2004 – 23 july 2013
4 july 2008  1835000 175 4 july 2011 – 3 july 2018
 3760000
26 related party transactions 
transactions between the company and its subsidiary undertakings which are related parties of the company have been eliminated 
on consolidation and are not disclosed in this note details of transactions between the group and other related parties are disclosed 
below amounts owed by and to related parties are included in trade receivables and trade payables respectively 
 purchase of goods 
amounts owed by  
related parties 
 amounts owed to  
related parties 
 
2009
£000
2008 
£000
2009
£000
2008 
£000 
 2009
£000
2008
£000
associated undertaking  119 445 39 93  – –
27 leases 
total commitments under operating leases with expiry dates are as follows 
 31 august 2008 
land and 
buildings 
£000
other  
£000 
 land and 
buildings 
£000
other
£000
within one year  1003 156  1329 173
two to five years inclusive  3487 220  3705 209
over five years  2215 –  2474 –
 6705 376  7508 382
 
31 august 2009    armour group plc annual report 2009 
notes to the consolidated financial statements continued 
56 
28 net cash inflow from operations 
 
31 august  
2009  
£000 
31 august
2008
£000
profit from operations  1528 4029
depreciation of property plant and equipment  631 619
amortisation of intangible assets  782 456
sharebased payments  65 100
gain on sale of property plant and equipment  9 68
movements before working capital  2997 5136
decreaseincrease in inventories  1145 2335
decrease in trade and other receivables  344 810
increasedecrease in trade other payables and provisions  2685 487
net cash from operations  7171 3124
29 reconciliation of net cash flow to movement in net debt 
net debt incorporates the group’s borrowings bank overdrafts and obligations under finance leases less cash and cash equivalents 
a reconciliation of the movement in the net debt from the beginning to the end of the year is shown below 
 
31 august  
2009  
£000 
31 august
2008
£000
net increasedecrease in cash and cash equivalents  3307 6758
net cash outflow from debt and lease financing  720 746
other noncash movements  40 42
decreaseincrease in net debt  3987 5970
opening net debt  8874 2904
closing net debt  4887 8874
30 guarantees contingent liabilities and capital commitments 
the company and its subsidiary undertakings have cross guarantees in regard to the amounts drawn under the group’s banking 
facilities at 31 august 2009 the group’s subsidiary undertakings had contingent liabilities in respect of outstanding documentary 
credits amounting to £860000 31 august 2008 £1310000 
at 31 august 2009 the group had no capital commitments 31 august 2008 £28000 
31 post balance sheet events 
on 30 september 2009 the group sold its 25 investment in audica limited and on the same day acquired the brands of audica 
limited and its subsidiary company audica professional limited the substance of these transactions represents a business 
combination within the realms of ifrs 3 revised whereby the group is deemed to have acquired the business of audica limited  
and its subsidiary undertaking for the consideration of its investment the financial effects of the business combination including  
the fair value of the consideration and assets acquired are currently being assessed   
   
armour group plc annual report 2009 
company balance sheet 
registered number 803572 
at 31 august 2009 
57
note 
31 august 
2009 
£000
31 august
2008
£000
fixed assets  
investment in subsidiary undertakings  4  – –
tangible assets  5  22 32
total fixed assets   22 32
current assets  
amounts owed by subsidiary undertakings   29698 30299
prepayments   124 53
corporation tax  50 –
deferred taxation  6  9 16
cash and cash equivalents   7 44
  29888 30412
creditors amounts falling due within one year  
bank overdrafts and borrowings   8385 7425
amounts owed to subsidiary undertakings   63 63
other taxes and social security   116 32
other creditors and accruals   589 856
corporation taxation   – 6
  9153 8382
net current assets   20735 22030
total assets less current liabilities   20757 22062
creditors amounts falling due after more than one year  
borrowings   1438 2394
  1438 2394
net assets   19319 19668
capital and reserves  
share capital  7  6848 6848
share premium account  8  8513 8513
profit and loss account  8  4530 4879
share trust reserve  8  572 572
shareholders’ funds   19319 19668
these financial statements were approved by the board and authorised for issue on 23 november 2009 
george dexter  john harris 
director  director 
the notes on pages 58 to 60 form part of these company financial statements   armour group plc annual report 2009 
notes to the company financial statements 
58 
1 basis of preparation 
the company financial statements have been prepared on the basis of accounting policies set out in note 2 below using applicable 
accounting standards generally accepted in the united kingdom uk gaap as permitted by section 408 of the companies act 2006 
the profit and loss account is not presented the profit before dividend for the year amounted to £9000 31 august 2008 £762000 
details of the auditors’ remuneration payable by the company are disclosed in note 5 to the consolidated financial statements  
on page 43 
2 principal accounting policies 
the principal accounting policies set out below have been consistently applied to all the periods presented 
foreign currencies 
foreign currency transactions are translated using the exchange rate at the date of transaction foreign exchange gains and losses 
arising from the settlement of transactions and from the translation at the year end exchange rates of monetary assets and liabilities 
are recognised in the profit and loss account 
investments in subsidiary undertakings 
investments in subsidiary undertakings are included at cost less provision for impairment in value 
deferred taxation 
deferred taxation is provided on the incremental liability approach in respect of timing differences giving rise to an asset or liability 
deferred taxation assets are recognised to the extent that it is regarded as more likely than not that they will be recovered  
deferred taxation assets and liabilities are not discounted 
sharebased payments 
the company operates equitysettled sharebased option plans the fair value of the employee services received in exchange for the 
participation in the plan is recognised as an expense in the profit and loss account in accordance with uitf 44 group and treasury 
transactions the company has accounted for options granted to the employees of subsidiary undertakings as capital contributions 
which have been recharged to the intermediate company holding the investment the corresponding credit has been recognised in 
the profit and loss account reserve 
the fair value of the employee service is based on the fair value of the equity instrument granted this expense is spread over the 
vesting period of the instrument the corresponding entry is credited to equity the liability for social security costs arising in relation 
to the awards is measured at each reporting date based upon the share price at the reporting date and the elapsed portion of the 
relevant vesting periods to the extent that it is considered that a liability will arise 
dividends 
dividend distributions to the company’s shareholders are recognised in the period when paid or if earlier in which the dividend is 
approved by the company’s shareholders 
3 staff costs 
the aggregate payroll costs including those of directors during the year was as follows 
 
31 august  
2009 
£000 
31 august
2008
£000
wages and salaries  621 703
social security costs  74 83
pension costs  43 48
sharebased payments  5 14
 743 848
   
armour group plc annual report 2009 
 
59
4 investment in subsidiary undertakings 
 
31 august 
2009 
£000
31 august
2008
£000
cost 
at start and end of the year  1743 1743
provisions 
at start and end of the year 1743 1743
net book value 
at start and end of the year  – –
5 fixed assets 
the company’s tangible fixed assets comprise computer equipment testing equipment and fixtures and fittings 
depreciation is charged over each asset’s expected useful life on a straightline basis the annual depreciation rates used are 
•  computer equipment  20 – 33 
�  plant and fixtures and fittings  10 – 20 
£000
cost 
at 1 september 2008 123
additions –
at 31 august 2009 123
depreciation 
at 1 september 2008 91
charge for the year 10
at 31 august 2009 101
net book value 
at 1 september 2008 32
at 31 august 2009 22
6 deferred taxation 
 
31 august 
2009 
£000
31 august
2008
£000
accelerated capital allowances  1 1
shortterm timing differences  8 15
 9 16
at 1 september  16 108
movement in the year  7 92
at 31 august  9 16
7 share capital 
ordinary shares of 10p each 
authorised  allotted called up and fully paid 
number £000   number £000
at 1 september 2008 and 31 august 2009 150000000 15000  68480067 6848
details of outstanding share options are given in note 25 of the consolidated financial statements on pages 54 and 55   armour group plc annual report 2009 
notes to the company financial statements continued 
60 
8 reserves 
share 
premium 
£000
profit and loss 
account  
£000 
share trust 
reserve  
£000 
total
£000
at 1 september 2007 8513 4456 200 12769
profit for the year – 762 – 762
dividend paid – 439 – 439
sharebased payments – 100 – 100
increase in shares held by share trust –  372 372
at 31 august 2008 8513 4879 572 12820
profit for the year – 9 – 9
dividend paid – 423 – 423
sharebased payments – 65 – 65
at 31 august 2009 8513 4530 572 12471
the company’s reconciliation of movements in shareholders’ funds is shown below 
 
31 august  
2009  
£000 
31 august
2008
£000
opening shareholders’ funds  19668 19617
profit for the year  9 762
dividend paid  423 439
profit for the year retained  414 323
sharebased payments  65 100
increase in shares held by share trust  – 372
net movement in shareholders’ funds  349 51
closing shareholders’ funds  19319 19668
9 sharebased payments 
sharebased payment arrangements for the executive directors are set out in the remuneration report on pages 25 to 27  
no new sharebased payment arrangements were put in place for the directors in either the current or prior year 
details of the share options in existence are shown in note 25 of the consolidated financial statements 
10 related party transactions 
details of transactions between the company and its subsidiary undertakings which are related parties of the company  
are shown below 
 management fees 
amounts owed by  
related parties 
 amounts owed to  
related parties 
 
2009
£000
2008 
£000
2009
£000
2008 
£000 
 2009 
£000 
2008
£000
subsidiary undertakings 893 1304 29698 30299  63 63
11 guarantees contingent liabilities and capital commitments 
the company has guaranteed certain overdrafts loans and credit facilities of its subsidiary undertakings at 31 august 2009  
the company had no contingent liabilities under these guarantees 31 august 2008 £193000 
at 31 august 2009 and 31 august 2008 the company had no capital commitments   
armour group plc annual report 2009 
notice of annual general meeting 
61
notice is hereby given that the annual general meeting of armour group plc will be held at the offices of arnold  porter uk llp 
tower 42 25 old broad street london ec2n 1hq on 28 january 2010 at 1200 noon for the following purposes 
ordinary business 
 
1  to receive and consider the annual report and audited financial statements for the year ended 31 august 2009 the directors’ 
report and the auditors’ report on those financial statements 
2  to reappoint bdo llp as auditors to hold office from the conclusion of this meeting until the conclusion of the next general 
meeting of the company at which financial statements are laid and to authorise the directors to determine their remuneration 
3  to declare a dividend of 030p per ordinary share 
4  that in accordance with section 551 of the companies act 2006 “act”  and in substitution for all previous authorities conferred 
on the directors in accordance with section 80 of the companies act 1985 the directors be generally and unconditionally 
authorised to allot shares in the company up to an aggregate nominal amount of £4000000 provided that this authority shall 
unless renewed varied or revoked by the company expire on 27 january 2015 save that the company may before such expiry 
make an offer or agreement which would or might require shares to be allotted and the directors may allot shares in pursuance 
of such offer or agreement notwithstanding that the authority conferred by this resolution has expired  
special business 
 
5 to consider the following resolution which will be proposed as a special resolution 
 
 that in substitution for all existing authorities the directors be and are hereby empowered pursuant to section 570 of the act  
to allot equity securities within the meaning of section 560 of the act wholly for cash pursuant to the authority conferred by 
resolution 4 above as if section 5611 of the act did not apply to any such allotment provided that this power shall be limited  
to the allotment of equity securities 
a  in connection with an offer of such securities by way of rights issue or other offering in favour of the holders of ordinary 
shares in proportion as nearly as may be practicable to their holdings of such shares but subject to such exclusions or 
other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or any legal  
or practical problems under the laws of any territory or the requirements of any regulatory body or stock exchange and 
b  otherwise than pursuant to paragraph a above up to an aggregate nominal amount of £1600000 representing 23 of the 
issued share capital of the company 
 and shall expire 15 months after the date of the passing of this resolution or at the conclusion of the next annual general 
meeting of the company following the passing of this resolution whichever first occurs save that the company may before  
such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the 
directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred  
by this resolution has expired 
 
6 to consider the following resolution which will be proposed as a special resolution 
  
 that 
a  in accordance with article 52 of its articles of association and chapter iv of the act and subject to paragraph b of this 
resolution the company be and hereby is granted general and unconditional authority pursuant to section 701 of the act  
to make market purchases as defined in section 6934 of the act of its own ordinary shares on such terms and in such 
manner as the directors may from time to time determine and 
 
b  the authority conferred by paragraph a of this resolution shall 
i  expire on the date of the next annual general meeting of the company   armour group plc annual report 2009 
notice of annual general meeting continued 
62 
ii  be limited to the purchase of a maximum 10272010 ordinary shares representing 15 of the issued share capital of  
the company 
iii not permit the payment per ordinary share of more than 5 above the average of the middle market quotations for  
an ordinary share derived from the london stock exchange daily official list for the five business days immediately 
preceding the day on which any purchase by the company of ordinary shares is made or less than 10p exclusive of any 
applicable corporation tax payable by the company 
iv before expiry entitle the company to enter into any contract for the purchase of ordinary shares which might be executed 
and completed wholly or partly after its expiry and 
v only be capable of variation revocation or renewal by the company in general meeting 
 
by order of the board 
john harris  
company secretary  
23 november 2009 
 
notes 
1 a shareholder entitled to attend and vote at the meeting is also entitled to appoint one or more proxies to attend and on a poll 
vote instead of himher the proxy need not be a shareholder of the company 
2 to be effective the instrument appointing a proxy and any authority under which it is executed or a notarially certified copy of 
such authority must be deposited at the offices of capita registrars the registry 34 beckenham road beckenham kent br3 
4tu not less than two days before the time for holding the meeting completion and return of the form of proxy will not preclude 
shareholders from attending and voting in person at the meeting 
3 pursuant to regulation 41 of the uncertificated securities regulations 2001 the time by which a person must be entered on the 
register of members in order to have the right to attend and vote at the meeting is close of business on 26 january 2010 or if  
the meeting is adjourned such time being not more than 48 hours prior to the time fixed for the adjourned meeting changes to 
entries on the register of members after that time will be disregarded in determining the right of any person to attend or vote at 
the meeting 
4 the register of interests of the directors and their families in the issued share capital of the company and copies of all directors’ 
service contracts will be available for inspection at the registered office of the company during usual business hours saturdays 
sundays and public holidays excepted from the date of this notice until the conclusion of the meeting 
 
 
 
 
 
  armour group plc annual report 2009 
form of proxy 
 
63
iwe 
name in full 
of  
being a shareholders of armour group plc hereby appoint the chairman of the meeting or 
 
as myour proxy to vote for meus and on myour behalf at the annual general meeting of the company to be held at the offices of 
arnold  porter uk llp tower 42 25 old broad street london ec2n 1hq on 28 january 2010 at 1200 noon and any adjournment 
thereof 
please indicate with an “x” in the space below how you wish your vote to be cast in the absence of any specific direction and on any 
other resolution or motion put to the meeting the proxy will on a poll vote or abstain as the proxy thinks fit a vote to abstain will not 
be counted as either for or against a resolution 
 
 resolutions for abstain against discretion 
 1  to receive the annual report and audited financial statements for the year ended  
   31 august 2009   
 2  to reappoint bdo llp as auditors and authorise the directors to determine their 
   remuneration   
 3  to declare a dividend   
 4  to authorise the directors to allot relevant securities   
 5  to disapply section 561 of the companies act 2006   
 6  to authorise the company to purchase its own shares   
 
 
 
signatures  date 200910 
 
 
notes 
1 to be valid this form of proxy duly completed must be deposited with the company’s registrars at the address overleaf not less than two days 
before the time appointed for the meeting 
2 in the case of joint holders only one signature is required 
3 in the case of a corporation this form of proxy must be executed under its common seal or signed on its behalf by an attorney or officer duly 
authorised 
4 any alteration made to this form or proxy must be initialled  
5 completion and return of a form of proxy will not preclude shareholders from attending and voting in person should they subsequently decide to  
do so 
6 any shareholder entitled to attend and vote at the above meeting may appoint one or more proxies of hisher own choice to attend and on a poll  
to vote instead of himher a proxy need not be a shareholder of the company a shareholder completing a form of proxy will not thereby be 
precluded from attending in person instead of by proxy to appoint more than one proxy a photocopy of this form may be used 
7 shares held in uncertificated form ie in crest may be voted through the crest proxy voting service in accordance with the procedures set out  
in the crest manual    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   who we are
our business model
armour group is the uk’s leading  
consumer electronics group within the 
home and incar communications and  
entertainment markets committed  
to designing manufacturing and  
distributing leadingedge audio and  
visual products and solutions
the group’s business model 
is based on five elements
to maintain and develop
brands that are award winning and  
 have market presence
a quality product portfolio 
product innovation and proprietary  
 technology
an unrivalled uk customer base  
 and distribution platform
a first class customer service
for more information 
please visit our  
website  
armourgroupukcom
8
designed and produced by radley yeldar wwwrycom using the paperless proofing system wizardry 
armour group plc are committed to caring for the environment and looking for sustainable ways to minimise our impact on it
we take care to minimise the impact on the environment in the paper we use the paper we have chosen 
• contains material sourced from responsibly managed forests certified in accordance with the fsc forest stewardship council
• is made from 10 recovered fibre diverting waste from landfill
• is manufactured under strict environmental management systems the international iso 14001 standard emas ecomanagement  audit
  scheme and the ippc integrated pollution prevention and control regulation
fsc – forest stewardship council this ensures there is an audited chain of custody from the  
tree in the wellmanaged forest through to the finished document in the printing factory
 iso 14001 – a pattern of control for an environmental management system against which  
an organisation can be credited by a third party armour group plc annual report 2009
armour group plc annual report 2009
armour group plc
lonsdale house 
79 lonsdale gardens 
tunbridge wells 
kent tn1 1nu 
united kingdom
t 44 01892 502700 
f 44 01892 502707
wwwarmourgroupukcom


Summary:
 2 armour group plc annual report 2009
armour group at a glance
the group possesses a strong 
brand portfolio of more than 6000 
products and accessories this is 
underpinned by strong product 
development and investment in 
proprietary technology 
an unrivalled distribution capability 
ensures that products are supplied 
direct to more than 6000 retail 
outlets within the uk and to 
customers in 68 countries 
worldwide
the group is also a leading supplier 
of audio and visual technology  
to many nonretail customers 
including vehicle manufacturers 
hotel chains house builders and 
custom installers
customers supplied worldwide
4800
products and accessories
6000
countries supplied worldwide
68
for more information 
please visit our 
website 
armourgroupukcom
8 governance 18–28
armour group plc annual report 2009 3 
business review 1–17
annual general meeting 61–63 financial statements 29–60
armour home is the leading provider of  
highend products solutions and services to 
the hifi home theatre entertainment and 
furniture markets in the uk its portfolio spans 
all aspects of sound vision and the associated 
entertainment experience within the home
armour auto is the uk market leader in the 
supply of audio and video solutions for the 
incar entertainment and communications 
market working with industry partners to 
research develop and distribute cuttingedge 
products and accessories
revenue £385m 
percentage of group revenue 75
number of staff 173
number of locations  3
facilities sq ft 136500 
number of customers 3100
percentage revenue  
from owned brands 67
key owned brands
revenue  £131m 
percentage of group revenue 25
number of staff  118
number of locations 2
facilities sq ft 55300
number of customers 1700
percentage revenue  
from owned brands 86
key owned brands
key customers
comet  sevenoaks sound  vision 
hmv  argos 
curryspc world  john lewis partnership 
tesco marks  spencer 
euronics richer sounds 
staples superfi
key customers
halfords same deutzfahr 
lunar caravans dennis eagle 
bailey caravans new holland agriculture 
sony france scania great britain 
the carphone warehouse kenwood electronics europe