apc technology group plc 
annual report and accounts 2013
reducing energy 
consumption globally
apc technology group plc annual report and accounts 2013 welcome to
apc tech nology group
apc technology group — annual report and accounts 2013
since incorporation in 1982 apc has developed longstanding relationships with 
manufacturers of specialist electronic components and with customers who put 
significant value on our deep understanding of the challenges of their individual 
markets technical expertise and attention to detail markets include defence 
aerospace space transportation medical and industrial sectors products are 
wide ranging in their complexity and application and are sold through a number of 
semiautonomous teams each team focuses on specific technologies or markets 
but are true to the company’s central business strategy of adding value in the 
supply chain
through minimise energy the group promotes a range of technologies developed 
to reduce energy consumption and carbon emissions these products are either 
sold individually or may be combined to provide an integrated multitechnology 
solution to the challenge of improving the energy efficiency of an entire 
organisation
monitoring and control of power consumption forms a critical part of effective 
strategies to improve energy efficiency the group’s associate invisible systems 
limited manufactures innovative wireless energy monitoring and control tools 
through its cloud based systems bespoke software data is gathered and 
information displayed on dashboards and within a comprehensive reporting suite 
invisible systems enable clients to operate buildings in an environmentally friendly 
way – providing visibility of site operational consumption highlighting where 
energy use can be reduced and where costs can be saved invisible systems 
products are sold directly and via minimise energy
apc technology group pl c apc is one of 
the uk’s leading distributors of specialist 
electronic components and a provider of 
technologies developed to reduce energy 
consumption
strategic report
01  2013 highlights
02 group at a glance
04 history of diversification
05 chairman’s statement
06  chief executive officer’s review
10  financial review
13  board of directors
corporate governance
14  report of the directors
16  corporate governance statement
17  report of the remuneration committee
18 statement of directors’ responsibilities 
19 independent auditor’s report
financial statements
2 0  c o n s ol id a t e d s t a t e me n t  
of income
21   consolidated statement  
of financial position
22   company statement of  
financial position
23   consolidated statement  
of changes in equity
24   company statement of  
changes in equity
25   consolidated and company 
statement of cash flows
26  notes to the financial statements
other information
51  notice of annual general meeting
52 company information apc technology group plc — annual report and accounts 2013 — 01
2013
high lights highlights
•	 acquisition of 100 share holding of minimise 
limited 
•	 revenue growth of 60 from £136 million to 
£217 million resulting from acquisition
•	 profit before tax excluding exceptional items 
growth from £29000 to £365000
•	 cash inflow from operating activities of £05 million 
in fy2013 compared to £02 million in fy2012
•	 net cash at 31 august 2013 of £10 million 
compared to 2012 net debt of £10 million
•	acquisition of 25 shareholding in invisible 
systems limited a key supplier of intelligent 
energy monitoring technologies
•	completion of £3 million share placing
•	post yearend signed a joint venture agreement 
to establish a presence in north america and 
increased shareholding in minimise energy 
limited to 100
financial highlights
revenue
£217m 2012 £136m
adjusted profit before tax 
excluding other gains and losses
£365000
2012 £29000
ebitda 
excluding other gains and losses
£536000
2012 £199000
net cash balance
£105m 2012 £103m net debt 02 — apc technology group plc — annual report and accounts 2013
apc’s traditional electronic component distribution business 
continues to provide a relatively stable platform from which 
the company has been able to diversify into emerging high 
growth markets the distribution model is based upon 
investment in well qualified and experienced sales teams who 
are encouraged to focus on securing the inclusion of apc’s 
wide ranging product lines into new developments taking 
place across its longstanding customer base apc’s 
engineering  commercial experience add value to its 
customers and suppliers by providing an effective bridge 
between the two ensuring the most appropriate components 
are selected for each new application
approximately 65 of apc’s distribution sales are into 
applications where component reliability is of paramount 
importance this focuses attention on defence aerospace 
space medical transport and oil industry applications where 
the gestation period for new designin work can be lengthy 
but where production cycles often run for many years 
apc operate the same value added business model in less 
missioncritical applications which represent the remaining 
35 of revenues a thorough understanding of industrial 
applications is frequently demonstrated at application specific 
engineering seminars operated by the company these well 
attended events underline the expertise of the sales teams 
and reinforce the concept of adding value this has been 
recently recognised by renesas electronics europe which has 
appointed apc as the lead distributor in the uk of the nlt 
range of tft displays 
future opportunities
•	 the group expect meaningful longterm growth to result 
from its recent appointment as the lead uk distributor of 
nlt displays
•	 the expertise provided by the group’s locator team in 
obsolescence management should be increasingly valued 
by the company’s high reliability focused customer base 
which is experiencing challenges as a result of an 
increasing number of counterfeit components making their 
way into the supply chain 
•	 activity over the last two years to secure an increasing 
number of designwins seems set to provide a return as 
their customers schedule new product releases to coincide 
with improved economic conditions
electronic component distribution – 
advanced power components
apc’s electronic component distribution 
business differentiates itself by focusing  
on the promotion of specialist electronic 
components by experienced technical 
sales teams focused on their individual 
market niche a model that adds significant 
value to both customers and suppliers
g roup at a gl ance apc technology group plc — annual report and accounts 2013 — 03
following a lengthy restructuring process the group has 
streamlined its cleantech subsidiaries under the minimise 
energy brand revenues in the last 12 months were dominated 
by the sale of led lighting but additional technologies are now 
being added to the product portfolio as the emphasis moves 
from being an led lighting provider to a company offering 
energy efficiency solutions
key to future expansion is the technology provided by invisible 
systems limited isl of which apc acquired 25 in june 
isl has a cloud based wireless monitoring and control 
platform which can be deployed with a minimum of disruption 
to enable minimise energy to first monitor and then control 
energy consumption either directly or via secondary 
technologies such as led lighting the isl platform also 
provides live feedback as to the effectiveness of secondary 
technologies and is the feedback mechanism on which future 
project finance packages will be based 
the operation in the uk which has so successfully developed 
the relationship with lead customer morrisons is expanding its 
customer base across a number of different market sectors 
and is now seeing success in efforts to generate a wider 
customer base initial success in each new market sector is 
expected to generate multiple new customer relationships as 
the benefits of minimise energy’s range of led lighting and 
other energy efficient technologies become apparent
cleantech activities – minimise energy
the group’s subsidiary minimise limited has 
shown explosive growth in the last 12 months 
mainly as a result of contracts secured to 
replace traditional lighting with low energy 
led lighting at properties owned by wm 
morrisons supermarkets plc with an 
expanding customer base across an 
increasing number of market sectors an 
expanding technology portfolio and 
operations established in north america the 
company is planning for continued expansion
expansion into north and south america is underway 
following the creation of minimise energy americas llc  
a 60 owned joint venture based in miami florida
future opportunities
•	 continued growth for minimise energy in the uk as the 
customer base for led lighting expands
•	 further growth as additional technologies including 
monitoring  control systems are combined with led 
lighting to provide overall ‘energy saving solutions’
•	 expansion of the minimise energy offering over an 
increased geographical coverage starting with north  
and south america 04 — apc technology group plc — annual report and accounts 2013
history 
of diversific ation for more than 25 years apc  
has demonstrated an ability to 
achieve rapid expansion on the 
back of emerging technologies  
for highgrowth market sectors
apc incorporated as a 
distributor of high reliability 
electronic components
1986 1990 1982
revenues begin to increase rapidly through sales of 
components designed for data networking applications 
an expansion which continued until 1989 when volume 
manufacturing of local area networking cards moved 
from the uk to asia
apc begins to develop its own 
component range for the first major 
digital telephony roll out known as 
isdn resulting in continued strong 
sales growth
apc lists on the london 
stock exchange
1997 2003 2008 1996
sales of isdn components stall as 
faster internet access technologies 
emerge and apc develop product 
ranges for broadband applications 
resulting in rapid growth at the end 
of the decade
following the collapse of the global 
communications market apc 
dispose of their communications 
products division and focus on 
growing distribution revenues via 
strategic acquisition
apc cofound minimise 
limited as a vehicle to 
sell into the emerging 
market for energy efficient 
and sustainable energy 
generating technologies
minimise limited becomes a 100 
owned subsidiary and experiences 
rapid growth in revenues in the uk 
resulting in group revenues reaching 
a record £217 million 
2013 apc technology group plc — annual report and accounts 2013 — 05
“ the year ended 31 august 2013 
has been a period of 
transformational change and 
significant progress for the 
group resulting in a far stronger 
offering in our cleantech 
businesses and stability in the 
electronic components 
distribution business”
our product and geographic range has been expanded  
our management team strengthened and our organisation 
structure simplified all these initiatives have resulted in a  
60 increase in sales and good profitability for the group to 
reflect the group’s strategic move into sustainable technology 
and the resultant reorganisation of the business we also 
changed the name of our company during the year to more 
closely reflect the nature of the business as a whole
trading
overall sales in the year were £21657000 2012 £13644000 
and adjusted profit before tax excluding exceptional items 
was £365000 2012 £29000
trading in energy savings and efficiency products increased 
substantially as a result of a pipeline of contracts won by the 
group’s subsidiary minimise limited since acquisition significant 
relationships were developed with one of the foremost 
supermarket chains in the uk wm morrisons supermarkets plc 
and other multiple site companies in total we are pleased to 
report sales of £8951000 2012 £186000 from energy savings 
and efficiency products
sales in our distribution business were £12706000 2012 
£13458000 the reduced sales turnover was a reflection of the 
continuing tight trading conditions that have persisted in the uk 
electronics industry for a number of years although the market 
was difficult through the year we have begun to see signs of 
improvement going into the new year we are especially pleased 
with a recently signed distribution agreement with renesas 
electronics europe gmbh for the supply of nlt technologies 
displays to the uk market this new line and other new 
agreements refresh our product offering and gives us a good 
platform to grow the business as the uk economy recovers
structure
during the year the group acquired the remaining shares it  
did not own in both minimise limited and qv controls limited 
subsequently renamed minimise controls limited after the 
yearend we completed the acquisition of the remaining 10 
of shares in minimise energy limited not previously owned by 
the company allowing us to adopt the name minimise energy 
as the branding for the cleantech side of our business as the 
final element of our strategic restructuring we have merged 
the activities of minimise limited and minimise energy limited 
as part of the streamlining process
we also acquired 25 of the share capital of invisible systems 
limited a ukbased energy monitoring and management systems 
provider during the year this acquisition helps ensure that our 
current offering of energy efficiency and management products  
is market leading and meets the expectations of our customers
following the year end we also established a joint venture 
operation in the united states minimise energy americas llc 
we believe this operation will enable us to address the 
significant market for smart energy saving products and 
services that exists in north and south america
liquidity
in june we were pleased to complete an institutional placing 
that raised £3000000 enabling us to complete the necessary 
acquisitions during the year we ended the year with net cash  
of £1048000 2012 net debt £1028000 reflecting the fund 
raising and improved trading in the business
dividend
the board has reviewed the company’s dividend policy and 
whilst it considers it desirable to pay dividends in the long term  
it has concluded that currently a greater return can be made to 
shareholders by investing available funds in the numerous 
opportunities that exist to grow the business therefore the 
board does not recommend a dividend for 2013 2012 £nil
board of directors
there were a number of changes to the board during the year 
with will david stepping down and tessa laws and myself 
being elected in january 2013
future
we are optimistic that 2014 will see continued growth in the 
minimise energy business the establishment of our joint 
venture in miami minimise energy americas is just one of the 
ways we are opening new opportunities and new markets for 
the group in addition the distribution business is well placed  
to exploit the recent improvement in the uk market place
i would like to take this opportunity to publicly acknowledge and 
thank our partners management staff and advisors without 
whom our success this year would not have been achievable and 
without whom 2014 would not be as we anticipate
leonard seelig
chairman
6 december 2013
cha irm an’s 
st atement 06 — apc technology group plc — annual report and accounts 2013
“ the last financial year was an 
exciting one for all involved with 
apc as we began to reap the 
rewards of our efforts over the 
last five years to generate growth 
from diversification into the 
cleantech sector”
the last financial year was an exciting one for all involved with 
apc as we began to reap the rewards of our efforts over the 
last five years to generate growth from diversification into the 
cleantech sector positioning the company in this emerging 
market has taken time but the early success we are enjoying 
validates the decisions taken over the past five years to 
continue to invest in diversification despite the tough trading 
conditions in our traditional electronic component distribution 
markets
the increase in group revenues of 60 in the year to the end 
of august 2013 was achieved as a direct result of this 
diversification into the cleantech sector minimise limited of 
which we took 100 ownership in june 2013 enjoyed an 
increase in revenues to £8924000 from less than £650000 in 
its prior accounting period investments in minimise controls 
limited previously qv controls limited and minimise energy 
limited have not to date resulted in rapid growth in 
themselves but have played their part in developments across 
the business which have created the strong foundations for 
future growth that now exist in terms of an expanded 
customer and technology base post year end we are now 
completing a restructuring of these businesses to create a 
more cohesive organisation with the resources to consolidate 
the gains made to date and build on them in the future
it is important for us to recognise that the expansion into the 
cleantech sector came as a direct result of profits generated 
by the group’s distribution activities being used to support the 
cleantech business to varying degrees over the past 5 years 
despite investment in the distribution business being 
somewhat limited during that period our core business has 
remained strong relative to the distribution sector in general 
and we are optimistic that it will return to profitable growth  
as numerous initiatives undertaken during the last few years 
yield results and as the business benefits from a more buoyant 
uk economy
electronic component distribution
revenues in our core electronic component distribution 
business declined by 56 compared with 2012 with the 
reduction in revenues since 2010 now totalling 5 however 
these headline figures do not reflect a number of positive 
developments in this part of our business 
according to the association of franchised distributors of 
electronic components afdec the uk distribution market 
which we address has shrunk by 154 over the same 3year 
period indicating that we have successfully gained market 
share the commercial and industrial markets for electronic 
components have with few exceptions been significantly 
affected by the prolonged recession and defence spending 
has been noticeably reduced by government cutbacks as a 
result and as is always the case during periods of declining 
markets a number of electronic component manufacturers 
reacted by evaluating their distribution arrangements and 
making changes in an effort to address the market through 
different channels to boost shortterm profitability as would 
be expected the impact of this process on apc has been 
both positive and negative during the past 3 years the 
company lost some lines which had generated consistent 
revenues for in a couple of cases more than 25 years 
although this contributed to the declining revenues 
experienced during the period we are very pleased that 
overall this repositioning process has been a positive one for 
us as the few manufacturers that we lost have been more than 
offset by the potential offered by several new relationships 
that we have entered into we position ourselves very carefully 
as a specialist distributor using our technical expertise to 
design components into applications which will generate 
revenues for a number of years this has been recognised by 
a number of manufacturers including mercury systems inc 
renesas electronics europe gmbh for the supply of nlt 
technologies displays spacek labs inc and nicomatic sa all 
of which are amongst the leaders in their particular niche and 
offer us good growth potential now that we have entered into 
chief executive officer’s r eview apc technology group plc — annual report and accounts 2013 — 07
lighting up morrisons
minimise limited is now in phase 
three of a nationwide led lighting 
rollout for wm morrisons 
supermarkets plc – a testament 
to their performance in product 
development supply and 
installation
when morrisons couldn’t source an led product that met 
all their requirements they asked minimise to design a 
solution for them successful product development and 
trials resulted in a first phase rollout to 33 supermarkets 
and morrisons were delighted with the results minimise not 
only achieved 53 kwh savings and return on investment 
with the correct luxlevel requirements but also an aesthetic 
impact that transformed existing stores into modern bright 
shopping environments without the costs associated with a 
major revamp for morrisons 
after phase one minimise were asked to look at options for 
square grid ceilings in frontofhouse areas after trials in 
their chesterfield store morrisons were so impressed with 
the minimise range of panel lights they pushed the button 
on phase two the result an 80store rollout of 
replacement panel lights and retrofit t8 tubes achieved  
by minimise in just four months
before phase two had been completed morrisons asked 
minimise to embark on phase three this involved backof
house areas in 193 stores the package has since been 
extended to incorporate another 35 stores front of house a 
further 40 stores as part of a ‘fresh format’ renovation 
programme and a 65store toilet refurbishment minimise 
continues to enjoy a close working relationship with morrisons 08 — apc technology group plc — annual report and accounts 2013
relationships with them there is always a time lag between 
signing with a new manufacturer and the generation of full 
production revenues but the systems we operate to track 
designin activity through the various stages from first 
customer engagements to full production orders indicate that 
we should see a return to growth in our distribution business 
in the foreseeable future 
the distribution business is managed as a single reporting unit 
within which separately branded specialist sales teams focus 
on specific product ranges and address targeted markets
contech unlike the rest of the economy the medical and 
broadcast sectors have remained buoyant because of an 
increasing use of it across most medical establishments and 
an increase in the complexity of broadcasting services our 
success to date in the medical sector has mainly been in 
hospitals which remains a key target market for us but 
increasing awareness of the need for infection control in other 
sectors and the introduction of additional related products  
has resulted in opportunity in new markets including dentists 
and veterinaries
hero the industrial market has faced challenging times as a 
result of the recent economic climate as a result we have 
experienced a downturn in customer confidence which has 
resulted in companies being protective of cash flow and 
cautious in placing longterm orders to counter this we have 
refocused our product offering and resources on growing a 
base of new design wins in growing technology sectors and 
expect to see the early signs of increased customer 
confidence that we are now seeing lead to growth in the 
coming year
hirel our hirel team has performed well recently particularly 
on sales of dcdc converters data bus ic’s  hardware and 
other components into civil aircraft and space applications 
we are seeing some excellent opportunities going forward 
both for these core products and our more recent innovative 
lines in high temperature semiconductors ultra capacitors and 
semicustom interconnect products
locator after a tough couple of years there are now some 
exciting opportunities starting to emerge due to work 
undertaken to strengthen relationships with some of the 
largest companies within the defence aerospace oil  gas 
and transport sectors locator specialises in obsolescence 
management and an increasing infiltration of counterfeit 
components into all highreliability markets will continue to 
drive a need for the services and expertise we provide
novacom the traditional market for highfrequency 
electronics in aerospace and space applications remain quite 
buoyant demand for components used in improvised 
explosive device ied jamming systems remains very strong 
despite the reduction in the deployment of uk armed forces 
overseas the recent addition of mercury to the supplier base 
and the new product lines from spacek and ctt will begin  
to make an important contribution starting in the current 
financial year
time we expect continued steady growth in this part of our 
business as the need for accurate timing systems grows in line 
with an expansion in global trading
displays we anticipate that revenues for displays and for 
single board computers will grow steadily over the next few 
years following our appointment as the prime route to market 
for nlt displays on october 1st nlt a joint venture between 
nec displays and avic technologies is one of the top 5 
displays manufacturers in the world and we are already 
starting to develop some significant opportunities
all in all we’ve worked hard over the last few years to position 
ourselves for growth in every part of our distribution business 
and expect that the rewards will start to materialise in the 
current financial year
“ all in all we’ve worked hard over 
the last few years to position 
ourselves for growth in every part 
of our distribution business and 
expect that the rewards will start 
to materialise in the current 
financial year”
chief executive officer’s r eview continued apc technology group plc — annual report and accounts 2013 — 09
cleantech activities
during the last financial year our activities in the cleantech 
sector gathered momentum our minimise energy brand 
offers what we believe to be a compelling proposition for 
organisations interested in reducing waste in their property 
portfolio by becoming more efficient in the way they consume 
energy to date it has been through the sale of led lighting 
that we have enjoyed the majority of our success but we 
consider ourselves to be a provider of energy efficiency 
solutions and therefore offer a wide portfolio of technologies 
and services 
following the investment in invisible systems limited isl  
in june the group’s technology and intellectual property 
portfolio enables us to approach clients with powerful but 
simple to install wireless cloud based monitoring system to 
develop an understanding of their energy consumption once 
there is a real time granular understanding of where and when 
energy is being consumed we work with the client to use the 
control capabilities offered by the isl system coupled with 
energy efficient retrofit technologies to make a significant 
improvement in the building’s energy efficiency in many  
cases reducing consumption by well over 20 
whilst there are a number of significant projects using the isl 
technology under development there was very limited financial 
impact from it in the year under review the vast majority of 
cleantech revenues in 2013 were generated from the sale and 
installation of led lighting by minimise primarily to wm 
morrisons supermarkets plc who used the retrofit of led 
lighting to reduce their energy consumption related to lighting 
where installed by more than 50 minimise’s strategy of 
offering its own advanced brand of led products fully 
installed is a key part of the strategy moving forward this 
approach disrupts traditional supply chains which would 
ordinarily see products pass through a number of 
organisations en route from the factory to the end customer 
minimise customers achieve a return on investment which we 
believe to be increasingly compelling especially when 
considering the scale of expected increases in energy prices
outlook
over the next few months we anticipate seeing the first signs 
of growth in our electronic component distribution business 
and expect to be able to report an increase in our cleantech 
customer base across a number of our target market sectors 
this will herald the next stage of our growth as we build on 
existing success in the uk and develop the same business 
model overseas starting in the americas where we have 
entered into a joint venture with partners based in miami we 
believe that the markets in north south and central america 
offer exciting growth potential and already we are seeing  
signs that the effectiveness of our business model is being 
recognised it is too early to predict the timing or scale of 
future growth in this market but we are encouraged by the 
initial indications
mark robinson
chief executive officer 10 — apc technology group plc — annual report and accounts 2013
“ the overall financial health of the 
group has strengthened from 
2012 to 2013 the improved 
trading results generated by 
minimise limited the completion 
of acquisitions in the year and 
associated share placing have  
all contributed to improved 
profitability and the elimination  
of net debt”
financial results
group revenue for the financial year was £21657000 
compared with £13644000 in 2012 resulting in a profit before 
tax of £4517000 compared with a profit before tax of £29000 
last year basic earnings per share for 2013 were 116p and 
diluted earnings per share were 112p compared with 00p 
and 00p per share respectively in 2012
in the year the group increased its investment in minimise 
limited by acquiring additional shares in that company in 
september 2012 and june 2013 resulting in a holding of 100 
the september 2012 acquisition increased the shareholding to 
51 classifying minimise limited as a subsidiary from that 
point at 31 august 2012 the group held 362 of the issued 
shares of minimise limited and the investment was treated as 
an associated company in that year’s accounts
it should be noted that in accordance with the requirements 
of ifrs a fair value gain of £4300000 arose in the year as a 
consequence of revaluing the company’s investment in 
minimise limited when the company gained a controlling 
interest in that entity the fair value of the investment was 
established by calculating the net present value of the 
estimated future income stream of the minimise limited 
business at the point the group gained control the fair value 
adjustment was made to the carrying value of the shares held 
immediately prior to attaining a controlling interest the gain 
on revaluation has been rerecorded as part of other gains and 
losses in the consolidated statement of income
the board considered the carrying value of goodwill at 31 
august 2013 and concluded that the goodwill associated with 
minimise controls limited previously qv controls limited 
and cerouk limited no longer had value as a result of the 
restructuring of the cleantech businesses during the year 
consequently impairments of £69000 and £61000 has been 
made and recorded as part of other gains and losses in the 
consolidated statement of income the board also 
considered the carrying value of capitalised development 
costs at 31 august 2013 and concluded that as the 
development costs were related to products developed by  
qv controls limited that have ceased to be promoted by the 
group these assets no longer have value consequently an 
impairment of £18000 has been made
the fair value adjustments do not reflect trading and are not 
cash based the profit before tax for the group adjusted for 
these fair value adjustments was £365000 2012 £29000
funding and cash flow
the group achieved a cash inflow from operating activities  
of £492000 compared with an inflow of £220000 in 2012  
and ended the year with gross cash balance of £1182000 
2012 £16000 
the company issued new shares in an investor placing in 
june 2013 with gross proceeds of £3000000 in addition to 
share options exercised during the year which generated 
gross proceeds of £55000 the proceeds of the investor 
placing were used to finance part of the acquisition of the final 
49 of the shares in minimise limited acquired in june 2013 
£850000 and as part consideration for the acquisition of the 
group’s 25 shareholding in invisible systems limited made 
in july 2013 £750000
the group’s net cash at 31 august 2013 was £1048000 
2012 net debt £1028000 the group has an invoice 
discounting facility with the bank of scotland of up to 
£4500000 of which £113000 had been drawn down
key performance indicators
the directors set budgets for the year which are reviewed 
against the management accounts on a monthly basis in 
addition to these results the directors review a number of key 
performance indicators to assess the performance of the 
group and assist in decision making the principal indicators 
monitored are
f in anci al 
r eview apc technology group plc — annual report and accounts 2013 — 11
gross margin to sales ratio – the board recognises the 
importance of growing the group’s turnover but believe that 
this should only be done at acceptable margins to that end 
targets are set and monitored the margin achieved in 2013 
was 303 2012 295 against a target of 293 the 
directors were pleased with the improvement achieved year 
on year and compared with target which was a result of the 
focus on sales of higher margin products both in the 
distribution and cleantech businesses
overheads to sales ratio – the board recognises the 
importance of controlling administrative expenses in line with 
the overall level of business as a technical sales business 
sufficient resources are required to provide the differentiation 
essential to enable the business to offer added value to our 
customers and to ensure that the business is developed to 
deliver profit both in the current period and future years the 
overheads to sales ratio in 2013 decreased to 282 2012 
286 compared with target of 183 the higher than target 
overhead to sales ratio resulted from increased staff costs in 
as we increase the resources necessary minimise limited to 
grow the business for the long term 
profit before tax ratio – the board recognises that delivering 
a profit before tax is fundamental to the health of the business 
and monitors the profit before tax excluding exception items 
as a percentage of sales to ensure that an acceptable return is 
made in 2013 the directors set a target of 107 and achieved 
an actual pbt to sales ratio of 17 2012 02 the need 
to invest in staff in minimise limited to ensure that the group 
optimises the potential returns over a sustainable period was 
considered by the directors an essential investment 
in addition to measures of the profitability of the business the 
board measures working capital efficiency to ensure that the 
funds invested in the business are effectively managed and 
ensure that the business has sufficient liquidity to meet its 
nearterm obligations the key performance indicators used 
to monitor working capital performance are
inventory turns – the group maintains inventory so that it 
can meet customer demand for scarce and long leadtime 
items and to fulfil customer orders where deliveries are 
scheduled over a number of months or years during 2013 the 
inventory turned over 95 times 2012 154 times compared 
with a target of 356 times the board notes that the lower 
inventory turn was a result of inventory carried at the year end 
to satisfy contracts at minimise limited
trade receivables days – in line with other companies in the 
sector the group extends credit facilities to customers that 
have a sufficiently good credit rating as at 31 august 2013  
the receivables days calculated on a count back basis was  
34 days 2012 63 days the reduction in receivables days 
resulted from the change in mix of customers associated with 
the growth of minimise limited 
trade payables days – the group receives credit from a 
number of suppliers and recognises the importance of paying 
its suppliers in a timely manner as at 31 august 2013 the 
payables days calculated on a count back basis was 32 days 
2012 44 days the board considers the change in payables 
acceptable 
capital expenditure
there was no significant capital expenditure during the 
financial year 12 — apc technology group plc — annual report and accounts 2013
risks and uncertainties
the directors recognise that risk is inherent in any business and seek to manage risk in a controlled manner the key business 
risks are set out as follows
risk nature mitigation
change  
in year
economic the group is subject to many of the same  
general economic risks faced by other  
businesses and especially so during periods  
of economic downturn such has existed since  
the middle of 2008
the group seeks to mitigate this risk by 
concentrating on defence aerospace 
transportation medical and industrial sectors 
which have historically been less susceptible to 
shortterm economic fluctuations the group has 
also entered the market for cleantech products 
where there is increasing demand driven by higher 
energy costs and legislative pressure to reduce 
global carbon dioxide emissions
ä
commercial the group operates in a competitive marketplace 
and faces competition from a number of other 
companies
the risk is managed by giving primary focus 
to products where the group is the sole uk 
distributor and where the specific designs are 
registered with the product manufacturer so 
that the group is sole sourced for that particular 
application the group’s energy saving products 
are differentiated by their operating performance 
and by the offering of a more flexible design and 
build service than that offered by our competitors
ä
supply chain the group represents and distributes a range of 
products from a number of different suppliers and 
a significant proportion of the group’s business 
is longterm and repeat business to be able to 
deliver continuous supply to customers the group 
is dependent on continuity of supply over the  
long term
to manage this risk the group has established 
close working relationships with its key suppliers 
and diversified the range of products offered to 
the market
ã
financing during the year the group’s funding requirements 
were met through a mixture of longterm loans 
convertible loan notes and shortterm invoice 
discounting facilities
the board meets regularly with all its funders 
to ensure a good working relationship the 
share placing in the year and cash inflow from 
operations has significantly reduced the group’s 
reliance on debt financing for the near term
ä
financial the group has a specific exposure to credit risk 
interest rate and exchange rate fluctuations 
these risks have increased in the year due to the 
concentration of customers in minimise limited 
and the lack of a natural hedge on sales of 
minimise products
the group has established a number of policies 
to mitigate the risks presented further details of 
which are presented in note 20 to the financial 
statements
ã
in addition to regular board meetings the group holds frequent executive and management meetings at which business  
risks are reviewed any areas that are causing concern are discussed and actions are identified and taken to address  
specific concerns
the risks outlined above are not an exhaustive list of risks faced by the group and are not intended to be presented in any order 
of priority
conclusion
the overall financial health of the group has strengthened from 2012 to 2013 the improved trading results generated by 
minimise limited the completion of acquisitions in the year and associated share placing have all contributed to improved 
profitability and the elimination of net debt
rob smith
finance director
f in anc i al 
r eview continued apc technology group plc — annual report and accounts 2013 — 13
leonard seelig
nonexecutive chairman
leonard seelig has had a successful career in finance spanning 
over 25 years and including senior positions in the us and 
europe with america’s largest banks mr seelig is currently 
actively involved both at an operating and board level in several 
companies in the green technology space including an 
anaerobic digestion operating and development company 
currently completing construction on its second commercial 
scale plant with a significant roll out planned a european 
onshore wind developer with welldeveloped assets in 
northern ireland poland and elsewhere and a solar energy 
development finance company actively involved throughout 
europe and increasingly in north america and select  
emerging markets
mr seelig’s educational background includes a bachelor of 
commerce from the university of witwatersrand in south 
africa and a master of science in agricultural economics  
from texas am university in america
rob smith msc fcma cgma
finance director
rob joined the group in january 2010 and was appointed as a 
director in march 2010 he was previously finance director 
and acting ceo at aim listed densitron technologies plc a 
manufacturer and distributor of electronic displays rob has 
also served as finance director at aim listed curidium medica 
plc where he successfully led the sale of the business to 
avacta group plc in 2009 and eco city vehicles plc where  
he led the business through the listing process in 2007  
rob’s earlier career was spent principally in the electronic 
components industry working for gec centronic and 
international rectifier 
 
john ian davidson
nonexecutive director
ian has 40 years’ experience in the electronic components 
industry he has led startup and turnaround situations as well 
as running a number of substantial distribution businesses for 
diploma plc lex electronics and most recently the addtron 
group of companies during his career he has worked with the 
most technically advanced products been involved with 
companies such as intel nec and motorola and recognises the 
importance of differentiation and focus for business success
mark robinson
chief executive officer
mark joined the group in 1985 as a sales engineer and was 
appointed to the board in 1992 in june 2001 mark was 
appointed managing director and then chief executive officer 
in september 2004 he has been responsible for the 
expansion into new business areas for the group and has 
overseen the efforts to enhance operating efficiencies and 
increase market penetration in recent years 
 
 
 
 
 
 
 
 
 
 
phil lancaster
managing director –  
apc distribution
phil joined the group in 1995 as a product manager and in 
june 2000 was appointed general manager of apc’s 
distribution business he was responsible for developing apc 
as a dominant technicallybased sales presence in the uk’s 
military and aerospace markets phil was appointed to the 
board in september 2003 and then to operations director in 
april 2006 he has been responsible for improving operating 
efficiencies and for the successful integration of the 
company’s acquisitions 
tessa laws
nonexecutive director
tessa trained as a lawyer and once qualified specialised for 15 
years in corporate law tessa established her own legal practice 
and consultancy in 2010 focused primarily on clients within the 
renewable energy and media space – tessa has undertaken over 
100mw of solar investment work in the uk alone 
 
boa rd of directors 14 — apc technology group plc — annual report and accounts 2013
the directors have pleasure in presenting their report and the 
audited financial statements of apc technology group plc 
“the company” and its subsidiary undertakings together 
“the group” for the year ended 31 august 2013
principal activities
the principal activity of the group and company in the year 
under review was the supply and distribution of specialist 
electronic components and the sale of energy efficient 
products and services
results for the year and dividend
the group’s profit on ordinary activities after taxation was 
£4261000 2012 £32000 loss and is dealt with as shown in 
the consolidated statement of income on page 20 the profit 
for 2013 includes exceptional items of £4152000 recorded as 
income in accordance with the provisions of ifrs 
no interim dividend was paid and it is proposed that no final 
dividend will be paid this year 2012 £nil
review of the business and future outlook 
a review of the group’s activities during the year and future 
outlook together with the risks and uncertainties faced by the 
group are set out in the chairman’s statement chief 
executive’s and financial reviews on pages 5 to 12
events after the reporting period
options over 234000 shares were exercised on 6 september 
2013 with proceeds of £31000
on 1 november 2013 the group completed the acquisition 
of the remaining 10 of minimise energy limited that it did 
not previously own for a consideration of £385000 satisfied 
in cash
share capital
details of the company’s share capital are set out in note 18 
to the financial statements the following shares were issued 
during the year
date reason for issue shares issued
07 september 2012 consideration for minimise 
limited 
489272
 
01 november 2012 consideration for cerouk ltd 310000 
01 march 2013 exercise of options 20000 
28 may 2013 exercise of options 62500 
11 june 2013 exercise of options 10763 
24 june 2013 consideration for minimise 
limited 
12051947
 
24 june 2013 exercise of options 159450 
24 june 2013 placing 10000000 
01 july 2013 exercise of options 76457 
15 july 2013 consideration for invisible 
systems limited
1558007 
15 july 2013 exercise of options 115000 
15 july 2013 loan note conversion 2900000 
24 july 2013 exercise of options 32288 
report of the directors
substantial interests
as at 24 november 2013 the last practical date before 
publication of the financial statements the group has been 
notified of the following interests of three per cent or more in 
its issued capital
number of 
shares
percentage 
of issued 
capital
roger robinson and related family trusts 9603821 167
john mitchell and related family trusts 4935500 86
james weeks 4313892 75
henderson global investors 4191667 73
hargreave hale limited 3985000 69
marco franchi 3440326 60
lance ridden 3330342 58
directors
during the year will david stood down as chairman on 
25 january 2013 and as a director of the company on 29 may 
2013 tessa laws was appointed as a director and leonard 
seelig as chairman and a director on 25 january 2013 
the names of the directors who served during the year are  
set out below 
w david
m robinson
p lancaster
r smith 
j davidson 
l seelig
t laws
mr r smith retires by rotation and being eligible offers 
himself for reelection mr smith’s biography is set out in the 
board of directors section on page 13 of this report mr smith 
has a letter of appointment as described in the report of the 
remuneration committee on page 17 a resolution to 
reappoint mr smith will be proposed at the forthcoming 
annual general meeting resolution 2
mr j davidson retires by rotation and being eligible offers 
himself for reelection mr davidson’s biography is set out  
in the board of directors section on page 13 of this report  
mr davidson has a letter of appointment as described in  
the report of the remuneration committee on page 17  
a resolution to reappoint mr davidson will be proposed  
at the forthcoming annual general meeting resolution 3
mr l seelig was appointed by the directors and being eligible 
offers himself for reelection by the members mr seelig’s 
biography is set out in the board of directors section on page 
13 of this report mr seelig has a letter of appointment as 
described in the report of the remuneration committee on 
page 17 a resolution to reappoint mr seelig will be proposed 
at the forthcoming annual general meeting resolution 4 apc technology group plc — annual report and accounts 2013 — 15
directors’ interests
details of share options held by the directors over the ordinary 
shares of the group are set out in the report of the 
remuneration committee
share option plan
in june 2003 the board approved a new share option scheme 
the 2003 employee share option scheme which superseded 
the previous share option plan established in 1996 on 
6 september 2013 the directors approved the adoption of 
the 2013 employee share option scheme which supersedes 
the 2003 plan details of the scheme are set out in note 18 
to the financial statements
employment policies
the directors recognise the important role played by 
the group’s employees in its past success and future 
development and are committed to providing an environment 
which will attract motivate and reward high quality employees
financial participation in the group’s growth and success is 
encouraged by means of the share option scheme as set out 
in the report of the remuneration committee on page 17
it is the policy of the directors to encourage the employment 
and training of disabled people wherever appropriate and to 
evaluate all employees on the basis of merit
policy and practice on payment of creditors
whilst the group does not have a formal payment code the 
group agrees payment terms with its suppliers when it enters 
into binding purchase contracts it is the group’s policy to 
adhere to the payment terms agreed with its suppliers 
whenever it is satisfied that the supplier has provided the 
goods or services in accordance with the agreed terms and 
conditions the ratio between the amounts invoiced to the 
group by its suppliers during the year ended 31 august 2013 
and the amounts owed to its trade creditors at the year end 
was 45 days 2012 37 days 
going concern
on the basis of current financial projections and available 
funds and facilities the directors are satisfied that the group 
and parent company have adequate resources to continue in 
operation for the foreseeable future and therefore consider it 
appropriate to prepare the financial statements on the going 
concern basis
research and development
development costs were £nil 2012 £5000 these costs 
had been treated as an intangible asset in the previous years’ 
consolidated accounts and were being amortised over 4 
years the board reviewed the carrying value of development 
costs at 31 august 2013 and concluded that as the products 
were no longer promoted by the group it was not appropriate 
to treat them as an asset of the group and has accordingly 
written off the cost as an administrative expense in 2013
donations
during the period £2490 2012 £780 was donated to 
charities there were no political donations
auditor
baker tilly uk audit llp have indicated their willingness to 
continue as auditor
as far as the directors are aware there is no relevant audit 
information of which the group’s auditor is unaware the 
directors have taken all the steps that ought to have been 
taken as directors in order to make themselves aware of any 
relevant audit information and to establish that the group’s 
auditor is aware of that information
annual general meeting
the annual general meeting of the company will be held on 
friday 31 january 2014 at 12 noon at the offices of redleaf 
polhill first floor 4 london wall buildings blomfield street 
london ec2m 5nt the text of all of the proposed 
resolutions is set out in the notice of annual general meeting 
on page 51
by order of the board
r smith
secretary
6 december 2013 16 — apc technology group plc — annual report and accounts 2013
since november 2002 the company’s shares have been listed 
on the alternative investment market aim as an aim listed 
company the company is not required to follow the provisions 
of the uk corporate governance code published by the 
financial reporting council nevertheless the board is 
committed to high standards of corporate governance 
throughout the group the board is accountable to the 
company’s shareholders for good governance and this 
statement describes principles of corporate governance that 
have been applied by the company
the board of directors
the activities of the group are ultimately controlled by the 
board of directors all directors are subject to retirement  
and reelection by rotation
during the year under review the board consisted of three 
executive directors and either two or three nonexecutive 
directors will david served as nonexecutive chairman up  
to 25 january 2013 and leonard seelig took over this position 
from that date on the nonexecutive directors represent a 
strong and independent element and their views carry 
considerable weight in the board’s decisionmaking process 
the group has a formal policy setting out the matters that 
require approval of the board this covers the major areas of 
decisionmaking in all aspects of the group’s affairs
committees of the board
the audit committee meets at least twice a year and 
considers the appointment of the external auditors as well as 
discussing with them the findings of the audit and any reports 
to the management or those charged with governance arising 
from it the committee is also responsible for monitoring 
compliance with accounting and legal requirements and for 
reviewing the interim and annual reports before publication 
the audit committee consisted of will david and ian davidson 
up to 25 january and leonard seelig and ian davidson after 
this date meetings of the committee are attended by finance 
director rob smith and other executive directors when 
appropriate
the remuneration committee operated under the 
chairmanship of will david up to 25 january 2013 and leonard 
seelig after that date the committee is responsible for setting 
the remuneration of directors and senior management as well 
as reviewing the remuneration policy throughout the group 
the report of the remuneration committee is set out on  
page 17
corporate governance statement
owing to the small size of the group’s board it is not 
considered necessary to have a formal nomination committee 
for the purpose of making recommendations regarding senior 
board appointments all of the members of the board are 
involved in the decisionmaking process for board and other 
senior management appointments
internal control
the directors are responsible for establishing and maintaining 
the group’s system of internal control this system of internal 
control is designed to safeguard the group’s assets and to 
ensure that proper accounting records are maintained and 
that financial information produced by the group is reliable 
there are inherent limitations in any system of internal control 
and such a system can provide only reasonable but not 
absolute assurance against material misstatement or loss 
the directors through the audit committee have reviewed 
the effectiveness of the group’s system of internal control apc technology group plc — annual report and accounts 2013 — 17
the remuneration committee operated under the chairmanship of will david up to 25 january 2013 and leonard seelig after 
that date it was formed in order to review the remuneration of executive directors and senior management together with 
remuneration policy for the group as a whole and to make recommendations to the board 
remuneration policy
remuneration
in order to safeguard the interests of the group the committee aims to provide executive directors and employees of the group 
with a remuneration package set to attract retain and motivate directors and employees of the appropriate calibre bonus 
schemes are determined for each financial year based on the group’s financial performance targets for which are approved  
by the remuneration committee
share options
the apc technology group plc company share option plan was established on 7 october 1996 for the benefit of all 
employees of the group employed at that date as well as certain of the directors on 17 june 2003 the board approved the 
establishment of a new plan the 2003 employee share option scheme which superseded the 1996 plan on 6 september 
2013 the board approved the establishment of a new plan the 2013 employee share option scheme which superseded the 
2003 plan
the 2003 and 2013 employee share option schemes require that certain performance conditions must be satisfied before 
options may be exercised the performance conditions are based on achievement of budgeted profit before taxation
details of the share options granted to directors and outstanding as at 31 august 2013 are listed below
date granted latest date exercisable ordinary shares of 2p
exercise 
price
m robinson 10 september 2004 
6 october 2004
9 september 2014 
5 october 2014
500000 
232050
90p 
90p
p lancaster 10 september 2004 
6 october 2004
9 september 2014 
5 october 2014
500000 
117000
90p 
90p
r smith 5 march 2010 
16 may 2011
4 march 2020 
15 may 2021
250000 
250000
100p 
145p
j davidson 22 january 2010 21 january 2020 25000 100p
20 september 2012 19 september 2022 75000 100p
l seelig 25 january 2013 24 january 2023 100000 2475p
t laws 20 september 2012 19 september 2022 100000 100p
in each case these options are exercisable in various proportions dependent upon the performance of the group the earliest 
date on which each proportion can be exercised is the date on which the results for the relevant financial year are announced
service contracts
each of the executive directors that served in the year had a service agreement that may be terminated by either party upon 
giving between six months and one year’s written notice to expire at any time nonexecutive directors have letters of 
appointment which are terminable at the will of either party
pensions
the group makes contributions to defined contribution pension schemes for the benefit of the executive directors the group 
maintains health care insurance for the benefit of the executive directors and certain employees and their dependents 
directors’ emoluments audited
salary 
and fees 
£000
bonus
 £000
benefits 
in kind 
£000
employer’s 
national 
insurance
£000
total emoluments 
excluding pensions
pension  
contributions
2013
£000
2012
£000
2013
£000
2012
£000
w david 18 – – 2 20 26 – –
m robinson 107 30 17 20 174 150 3 3
p lancaster 84 15 14 15 128 115 4 4
r smith 84 15 3 13 115 110 4 4
l seelig 14 – – 14 – – –
t laws 12 – – 12 – – –
j davidson 15 – – 15 39 – –
334 60 34 50 478 440 11 11
benefits in kind shown in the table above comprise the provision of a motor car and private health insurance
report of the remuneration committee 18 — apc technology group plc — annual report and accounts 2013
statement of directors’ responsibilities
the directors are responsible for preparing the directors’ 
report and the financial statements in accordance with 
applicable law and regulations
company law requires the directors to prepare group and 
company financial statements for each financial year the 
directors are required by the aim rules of the london stock 
exchange to prepare group financial statements in 
accordance with international financial reporting standards 
“ifrss” as adopted by the european union eu and have 
elected under company law to prepare the company financial 
statements in accordance with ifrs as adopted by the eu
the financial statements are required by law and ifrs 
adopted by the eu to present fairly the financial position of the 
group and the company and the financial performance of the 
group and the company the companies act 2006 provides 
in relation to such financial statements that references in the 
relevant part of that act to financial statements giving a true 
and fair view are references to their achieving a fair 
presentation
under company law the directors must not approve the 
financial statements unless they are satisfied that they give a 
true and fair view of the state of affairs of the group and parent 
company and of the profit or loss of the group for that period
in preparing the group and company financial statements the 
directors are required to
•	 select suitable accounting policies and then apply them 
consistently
•	 make judgements and estimates that are reasonable and 
prudent
•	 state whether they have been prepared in accordance with 
ifrss adopted by the eu and
•	 prepare the financial statements on the going concern 
basis unless it is inappropriate to presume that the group 
and the company will continue in business
the directors are responsible for keeping adequate 
accounting records that are sufficient to show and explain the 
group’s and the company’s transactions and disclose with 
reasonable accuracy at any time the financial position of the 
group and the company and enable them to ensure that the 
financial statements comply with the companies act 2006 
they are also responsible for safeguarding the assets of the 
group and the company and hence for taking reasonable 
steps for the prevention and detection of fraud and other 
irregularities
the directors are responsible for the maintenance and 
integrity of the corporate and financial information included  
on the apc technology group plc website apc technology group plc — annual report and accounts 2013 — 19
we have audited the group and parent company financial 
statements “the financial statements” on pages 20 to 50  
the financial reporting framework that has been applied in 
their preparation is applicable law and international financial 
reporting standards ifrss as adopted by the european 
union and as regards the parent company financial 
statements as applied in accordance with the provisions  
of the companies act 2006 
this report is made solely to the company’s members as 
a body in accordance with chapter 3 of part 16 of the 
companies act 2006 our audit work has been undertaken so 
that we might state to the company’s members those matters 
we are required to state to them in an auditor’s report and for 
no other purpose to the fullest extent permitted by law we do 
not accept or assume responsibility to anyone other than the 
company and the company’s members as a body for our 
audit work for this report or for the opinions we have formed
respective responsibilities of directors and auditor
as more fully explained in the directors’ responsibilities 
statement set out on page 18 the directors are responsible 
for the preparation of the financial statements and for being 
satisfied that they give a true and fair view our responsibility 
is to audit and express an opinion on the financial statements 
in accordance with applicable law and international standards 
on auditing uk and ireland those standards require us to 
comply with the auditing practices board’s apb’s ethical 
standards for auditors
scope of the audit of the financial statements
a description of the scope of an audit of financial statements 
is provided on the financial reporting council’s website at 
httpwwwfrcorgukourworkcodesstandardsauditand
assurancestandardsandguidancestandardsand
guidanceforauditorsscopeofauditukprivatesector
entityissued1december2010aspx
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 parent’s affairs as at 31 august 2013 
and of the group’s profit for the year then ended
•	 the group’s financial statements have been properly 
prepared in accordance with ifrss as adopted by the 
european union
•	 the parent financial statements have been properly 
prepared in accordance with ifrss as adopted by the 
european union and as applied in accordance with the 
companies act 2006 and
•	 the financial statements have been prepared in accordance 
with the requirements of the companies act 2006
independent auditor’s report 
to the members of apc technology group plc
opinion on other matter prescribed by the companies  
act 2006
in our opinion the information given in the directors’ report 
for the financial year for which the financial statements are 
prepared is consistent with the financial statements
matters on which we are required to report by exception
we have nothing to report in respect of the following matters 
where the companies act 2006 requires us to report to you if 
in our opinion
•	 adequate accounting records have not been kept by the 
parent company or returns adequate for our audit have not 
been received from branches not visited by us or
•	 the parent company financial statements are not in 
agreement with the accounting records and returns or
•	 certain disclosures of directors’ remuneration specified by 
law are not made or
•	 we have not received all the information and explanations 
we require for our audit 
colin roberts fca
for and on behalf of baker tilly uk audit llp statutory 
auditor 
chartered accountants
third floor
one london square
cross lanes
guildford gu1 1un
6 december 2013  20 — apc technology group plc — annual report and accounts 2013
2013 2012
note £000 £000
revenue 2 21657 13644 
cost of sales 15100 9621
gross profit 6557 4023 
administrative expenses 6098 3906
share of results of associates 12 2 10 
operating profit before exceptional items 457 127 
exceptional items 9 4152 –
operating profit 3 4609 127 
financing income 4 9 8 
financing costs 4 101 106
profit before taxation 4517 29 
taxation expense 7 256 61
profitloss for the financial year 4261 32
attributable to
equity holders of the parent 4065 13 
noncontrolling interests 196 45
4261 32
basic earnings per share 8 116p 00p
diluted earnings per share 8 112p 00p
there were no other items of comprehensive income accordingly no consolidated statement of comprehensive income has 
been prepared
there were no discontinued activities in either 2013 or 2012
cons oli date d st atement of i ncome
fo r th e y ear ended 31 au gu st 2013 apc technology group plc — annual report and accounts 2013 — 21
2013 2012
note £000 £000
n oncurrent assets
 intangible assets 9 7173 2671 
 property plant and equipment 10 192 144 
 investment in associates 12 1243 306 
 financial assets 12 – 207 
8608 3328 
current assets
 inventories 14 1592 625 
 trade and other receivables 15 3987 2300 
 cash and cash equivalents 21 1182 16 
6761 2941 
t otal assets 15369 6269 
current liabilities
 trade and other payables 16 4530 1774
 borrowings 16 134 805
 current tax liability 16 32 55
4696 2634
t otal assets less current liabilities 10673 3635 
n oncurrent liabilities
 borrowings 17 – 239
 financial liabilities 17 60 –
 deferred tax liability 13 22 9
n et assets 10591 3387 
equity holders of the parent
 calledup share capital 18 1147 592 
 share premium account 8010 790 
 share option reserve 295 261 
 o ther reserves – 9 
 retained earnings 1180 1787 
equity holders of the parent 10632 3439 
 noncontrolling interests 41 52
t otal equity 10591 3387 
the financial statements on pages 20 to 50 were approved and authorised for issue by the board of directors on 6 december 
2013 and were signed on its behalf by
m r robinson    r s smith
director     director
apc t echnology group pl c
registered no 01635609
cons oli date d st atement of fin ancial position
as at 31 au gu st 2013 22 — apc technology group plc — annual report and accounts 2013
2013 2012
note £000 £000
n oncurrent assets
 intangible assets 9 2583 2583
 property plant and equipment 10 108 128 
 investment in subsidiaries 11 5789 390 
 investment in associates 12 1245 306 
 financial asset – 137 
9725 3544 
current assets
 inventories 14 497 625 
 trade and other receivables 15 2942 2527 
 cash and cash equivalents 21 319 11 
3758 3163 
t otal assets 13483 6707 
current liabilities
 trade and other payables 16 1960 1812
 borrowings 16 134 805
 current tax liability 16 – 55
2094 2672
   
t otal assets less current liabilities 11389 4035 
n oncurrent liabilities
 borrowings 17 224 463
 deferred tax liability 13 6 9
n et assets 11159 3563 
equity attributable to equity holders of the company
 calledup share capital 18 1147 592 
 share premium account 8010 790 
 share option reserve 295 261 
 o ther reserves – 9 
 retained earnings 1707 1911 
t otal equity 11159 3563 
the financial statements on pages 20 to 50 were approved and authorised for issue by the board of directors on 6 december 
2013 and were signed on its behalf by
m r robinson    r s smith
director     director
company st atement of fin ancial positi on
as at 31 au gu st 2013 apc technology group plc — annual report and accounts 2013 — 23
attributable to the equity owners of the parent
noncontrolling 
interests
share share option
share premium valuation o ther retained retained
capital account reserve reserves earnings total earnings total
£000 £000 £000 £000 £000 £000 £000 £000
group
at 31 august 2011 514 577 254 11 1767 3123 7 3116
profit for the year – – – – 13 13 45 32
t otal comprehensive income for the year – – – – 13 13 45 32
t ransactions with owners
issue of new shares 78 213 – – – 291 – 291
convertible loan notes – – – 2 7 5 – 5
share option charge – – 7 – – 7 – 7
78 213 7 2 7 303 – 303 
at 31 august 2012 592 790 261 9 1787 3439 52 3387 
profit for the year – – – – 4065 4065 196 4261
t otal comprehensive income for the year – – – – 4065 4065 196 4261 
t ransactions with owners
issue of new shares 555 7220 – – – 7775 – 7775
convertible loan notes – – – 9 9 – – –
noncontrolling interest acquired – – – – 185 185 185 –
ias 27 transfer to reserves on business 
acquisition – – – – 4866 4866 – 4866
share option charge – – 34 – – 34 – 34
555 7220 34 9 4672 3128 185 2943
at 31 august 2013 1147 8010 295 – 1180 10632 41 10591 
cons oli date d st atement of ch ang es in e quity
fo r th e y ear ended 31 au gu st 2013 24 — apc technology group plc — annual report and accounts 2013
share share option
share premium valuation o ther retained
capital account reserve reserves earnings total
£000 £000 £000 £000 £000 £000
company
at 31 august 2011 514 577 254 11 1786 3142 
profit for the year – – – – 118 118 
t otal comprehensive income for the year – – – – 118 118 
t ransactions with owners
issue of new shares 78 213 – – – 291 
convertible loan notes – – – 2 7 5 
share option charge – – 7 – – 7 
78 213 7 2 7 303 
at 31 august 2012 592 790 261 9 1911 3563 
profit for the year – – – – 205 205
t otal comprehensive income for the year – – – – 205 205
t ransactions with owners
issue of new shares 555 7220 – – – 7775 
convertible loan notes – – – 9 1 8
share option charge – – 34 – – 34 
555 7220 34 9 1 7801 
at 31 august 2013 1147 8010 295 – 1707 11159 
n otes to the consolidated and company statements of changes in equity
share capital and premium
when shares are issued the nominal value of the shares is credited to the share capital reserve any premium paid above the 
nominal value is taken to the share premium reserve apc technology group plc shares have a nominal value of 2p per share
share option valuation reserve
the share option valuation reserve arises as the expense of issuing sharebased payments is recognised over time the reserve 
will fall as share options vest and are exercised and the impact of the subsequent dilution of earnings crystallises but the 
reserve may equally rise or see any reduction offset as new potentially dilutive share options are issued
other reserves
the reserve arises as a result of assessing the equity component of the convertible loan notes issued during 2009 2012 and 
2013 the convertible loan notes were exercised in full during 2012 and 2013
retained earnings
the retained earnings reserve records the accumulated profits and losses of the group since inception of the business  
where subsidiary undertakings are acquired only profits arising from the date of acquisition are included transactions with 
noncontrolling interests that do not result in loss of control are accounted for as equity transactions – that is as transactions 
with the owners in their capacity as owners the difference between fair value of any consideration paid and the relevant share 
acquired of the carrying value of net assets of the subsidiary is recorded in equity gains or losses on disposals to  
noncontrolling interests are also recorded in equity
company s t atement o f ch anges in e quity
fo r th e y ear ended 31 au gu st 2013 apc technology group plc — annual report and accounts 2013 — 25
group group company company
2013 2012 2013 2012
note £000 £000 £000 £000
reconciliation of cash flows from operating activities
profit before taxation for the financial year 4517 29 140 169 
share of results of associates 12 2 10 – 10
gain on disposal of property plant and equipment 1 23 4 23 
finance costs 4 101 106 86 105 
finance income 4 9 8 7 5
financial asset provision 12 143 – 143 –
taxation 7 58 49 58 49
depreciation and amortisation 3 92 72 35 59 
increasedecrease in inventories 946 136 128 136 
increasedecrease in trade and other receivables 15 1434 247 535 47 
decreaseincrease in trade and other payables 2201 333 32 273
fair value adjustments 4152 – 61 –
sharebased payments 34 7 34 7 
n et cash from operating activities 492 220 281 209 
cash flows from investing activities
acquisition of property plant and equipment 10 113 29 19 21
acquisition of subsidiary undertakings net of cash acquired 879 – 1021 –
acquisition of shares in associate 12 750 67 750 67
proceeds from sale of equipment 14 – – –
eligible development costs capitalised 9 – 5 – –
net cash used in investing activities 1728 101 1790 88
cash flows from financing activities
finance costs 101 106 85 105
h ire purchase contracts 39 – – –
proceeds of share issue 3056 – 3056 –
proceeds from issue of convertible loan notes 100 100 100 100 
bank shortterm invoice discounting facility 567 21 567 21
repayment of bank loan facility 125 125 125 125
net cash fromused in financing activities 2402 152 2379 151
increasedecrease in net cash 1166 33 308 30
cash and cash equivalents as at 1 september 16 49 11 41 
increasedecrease in net cash 1166 33 308 30
cash and cash equivalents as at 31 august 1182 16 319 11 
con soli date d an d company st atement  
of ca sh fl ows
fo r th e y ear ended 31 au gu st 2013 26 — apc technology group plc — annual report and accounts 2013
1 accounting policies
the principal accounting policies applied in the preparation of these financial statements are set out below these policies have 
been applied consistently to all the years presented unless otherwise stated
general
apc technology group plc is a public limited company “the company” incorporated in the u nited kingdom under the 
companies act 2006 registration number 01635609
the company is domiciled in the u nited kingdom and its registered address is 47 riverside medway city estate rochester 
kent me2 4dp the company’s o rdinary shares are traded on the alternative investment market “aim” of the london stock 
exchange the group’s principal activities are the distribution of specialist electronic components and the sale of smart energy 
saving products and services
basis of preparation
statement of compliance
these financial statements have been prepared under the historical cost convention as modified by the revaluation of certain 
financial assets at fair value as required by ias 39 financial instruments recognition and measurement the basis of 
consolidation is set out below these financial statements have been prepared in accordance with ifrs as adopted by the 
european u nion and with those parts of the companies acts applicable to companies reporting under ifrs
a separate statement of comprehensive income for the parent company has not been presented as permitted by section 4083 
of the companies act 2006 the parent company incurred a loss after tax of £205000 2012 £118000 profit 
functional and presentational currency
these consolidated financial statements are presented in u k sterling which is the company’s functional currency all financial 
information presented in u k sterling has been rounded to the nearest thousand unless otherwise stated
use of estimates and judgements
the preparation of financial statements in conformity with ifrs requires management to make judgements estimates and 
assumptions that affect the application of policies and reported amounts in the financial statements the valuation of intangible 
noncurrent assets as set out in note 9 involves a higher degree of judgement and complexity and assumptions and estimates 
that are significant to the financial statements have been made
accounting developments
a ifrs 13 fair value measurement was issued in may 2011 and is effective for periods commencing on or after 1 january 2013 
it summarises measurement and disclosure requirements for items measured at fair value and could increase disclosure for 
items at fair value
b a number of other new standards amendments to standards and interpretations are effective for the year ended  
31 august 2013 these are either not relevant or have had no material impact on the group
c there are also a number of new standards amendments to standards and interpretations that have been issued but not 
adopted by the european u nion that when adopted will be effective for financial statements after this reporting period none 
of these is expected to have a material impact on the results or financial position of the group
revenue
revenue represents income for the sales of goods and services net of discounts returns and rebates to external customers at 
invoice value less value added tax revenue is recognised when the goods are despatched and the risks and rewards of 
ownership have been transferred to the customer there is no continuing management involvement and the amount of revenue 
can be measured reliably commission income is recognised when payment has been received from the principal 
basis of consolidation
the consolidated statement of comprehensive income and statement of financial position include the accounts of the company 
and all its subsidiaries made up to 31 august 2013 the results of subsidiaries acquired are included in the consolidated 
statement of comprehensive income from the date control passes intragroup revenues and profits are eliminated fully  
on consolidation
associates are all entities over which the group has significant influence but not control generally accompanying a shareholding 
of between 20 and 50 of the voting rights investments in associates are accounted for using the equity method of 
accounting u nder the equity method the investment is initially recognised at cost and the carrying amount is increased or 
decreased to recognise the investor’s share of the profit or loss of the investee after the date of acquisition the group’s 
investment in associates includes goodwill identified on acquisition
notes
forming part of th e financial statements apc technology group plc — annual report and accounts 2013 — 27
1 accounting policies continued
the consolidated financial statements incorporate the results of business combinations using the purchase method in the 
statement of financial position the acquiree’s identifiable assets liabilities and contingent liabilities are initially recognised at 
their fair values at the acquisition date 
goodwill
goodwill represents the excess of the cost of a business combination over in the case of business combinations completed 
prior to 1 january 2010 the group’s interest in the fair value of identifiable assets liabilities and contingent liabilities acquired 
and in the case of business combinations completed on or after 1 january 2010 the total acquisition date fair value of the 
identifiable assets liabilities and contingent liabilities acquired
for business combinations completed prior to 1 january 2010 cost comprises the fair value of assets given liabilities assumed 
and equity instruments issued plus any direct costs of acquisition changes in the estimated value of contingent consideration 
arising on business combinations completed by this date are treated as an adjustment to cost and in consequence result in a 
change in the carrying value of goodwill
for business combinations completed on or after 1 january 2010 cost comprised the fair value of assets given liabilities 
assumed and equity instruments issued plus the amount of any noncontrolling interests in the acquiree plus if the business 
combination is achieved in stages the fair value of the existing equity interest in the acquiree contingent consideration is 
included in cost at its acquisition date fair value and in the case of contingent consideration classified as a financial liability 
remeasured subsequently through profit or loss for business combinations completed on or after 1 january 2010 direct costs 
of acquisition are recognised immediately as an expense
goodwill is capitalised as an intangible asset where the fair value of identifiable assets liabilities and contingent liabilities 
exceed the fair value of consideration paid the excess is credited in full to the consolidated statement of comprehensive income 
on the acquisition date
goodwill is reviewed for impairment at least every six months the recoverable amount is estimated at each statement of 
financial position date an impairment loss is recognised when the carrying amount of an asset or its cash generating unit 
exceeds its recoverable amount any impairment is recognised immediately in the statement of comprehensive income and is 
not subsequently reversed
research and development
in accordance with ias38 intangible assets expenditure incurred on research and development is distinguished as relating to a 
research phase or to a development phase all research phase expenditure is charged to the statement of income development 
expenditure is capitalised as an internally generated intangible asset only if it meets strict criteria relating in particular to 
technical feasibility and generation of future economic benefits expenditure that cannot be classified into these two categories 
is treated as being incurred in the research phase
expenditure capitalised is amortised over its useful economic life up to a maximum of 15 years from entry into service of the 
product amortisation is included within administrative expenses in the consolidated statement of income
property plant and equipment
depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life
short leaseholds o ver the remaining period of the lease – straight line
plant and machinery parent company – 25 on reducing balance
subsidiary companies – straight line between 3 and 5 years
fixtures fittings tools and equipment parent company – 25 on reducing balance
subsidiary companies – straight line between 3 and 5 years
exhibition and demonstration equipment straight line between 2 and 3 years
property plant and equipment are measured at historical cost less accumulated depreciation
impairment reviews of fixed assets are undertaken if there are indications that the asset’s recoverable amount may be less than 
the carrying values
investments
investments in subsidiary undertakings held as noncurrent assets are stated at cost less any provision for impairment 
investment in assets available for sale are carried at fair value any movement in fair value is recognised in the statement of 
comprehensive income 28 — apc technology group plc — annual report and accounts 2013
notes forming part of the financial statements continued
1 accounting policies continued
inventories
inventories are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow moving 
items on a first in first out basis
taxation
the taxation expense represents the sum of the tax currently payable and deferred tax tax currently payable is based on 
taxable profits or losses for the period and is calculated using enacted tax rates
deferred taxation is provided on temporary differences between the carrying amounts of assets and liabilities for financial 
reporting purposes and the amounts used for taxation purposes the group has chosen not to adopt a policy of discounting the 
deferred tax provision deferred tax assets are recognised only to the extent that the directors consider it more likely than not 
that there will be suitable profits from which the future reversal of the temporary differences can be deducted
foreign currencies
assets and liabilities in foreign currencies are translated into sterling at the rate of exchange ruling at the statement of financial 
position date transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of the 
transactions resulting exchange differences are taken into account in arriving at the operating result
leases
leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating 
leases payments made under operating leases net of any incentives received from the lessor are charged to the income 
statement on a straightline basis over the period of the lease
the group leases certain property plant and equipment leases of property plant and equipment where the group has 
substantially all the risks and rewards of ownership are classified as finance leases finance leases are capitalised at the lease’s 
commencement at the lower of the fair value of the leased property and the present value of the minimum lease payments
each lease payment is allocated between the liability and finance charges the corresponding rental obligations net of finance 
charges are split between shortterm and longterm payables in accordance with their repayment terms the interest element of 
the finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest 
on the remaining balance of the liability for each period the property plant and equipment acquired under finance leases is 
depreciated over the shorter of the useful life of the asset and the lease term
pension
the group operates a stakeholder defined contribution scheme for directors and staff and also contributes to personal pension 
schemes of other directors and staff the assets of the scheme are held separately from those of the group in an independently 
administered fund contributions are charged to the statement of comprehensive income when they fall due for payment or 
when the employee provides the services giving rise to the pension contribution
financial instruments
the group classifies financial instruments or their component parts on initial recognition as a financial asset a financial liability 
or an equity instrument in accordance with the substance of the contractual arrangement
financial assets are recognised when the group has rights or other access to economic benefits such assets consist of cash  
a contractual right to receive cash or other financial assets or a contractual right to exchange financial instruments with another 
entity on potentially favourable terms financial liabilities are recognised when there is an obligation and that obligation is a 
contractual liability to deliver cash or another financial asset or exchange financial instruments with another entity on potentially 
unfavourable terms when these criteria no longer apply a financial asset or liability is no longer recognised
financial assets and liabilities are recognised at fair value which in the case of trade receivables and trade payables is similar to 
cost and are detailed in note 21
where the fair value of an asset’s carrying amount falls below the asset’s carrying value any difference is in the case of non
current assets provided for if it is regarded that the impairment is permanent in the case of current assets provision is only 
made to the extent that it is considered as resulting in a lower net realisable value
invoice discounting
the group has an agreement with the bank of scotland plc whereby its trade receivables are invoice discounted with recourse 
after 120 days o n the basis that the benefits and risks attaching to the debts remain with the company the gross debts  
are included as an asset within trade receivables and the proceeds received are included within bank loans and overdrafts  
as a liability apc technology group plc — annual report and accounts 2013 — 29
1 accounting policies continued
share options
the group issues equitysettled sharebased payments to certain employees in the form of share options over shares in the 
parent company equitysettled sharebased payments are measured at fair value at the date of the grant calculated using an 
independent valuation model taking into account the terms and conditions upon which the options were granted nonmarket 
vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each statement of 
financial position date the fair value is expensed on a straight line basis over the vesting period based on the group’s estimate 
of shares that will eventually vest with the corresponding credit to equity
2 revenue and segmental information
operating segments
ifrs 8 “operating segments” requires consideration of the chief operating decision maker ‘cod m’ within the group in line 
with the group’s internal reporting framework and management structure the key strategic and operating decisions are made  
by the ceo  who reviews internal monthly management reports budget and forecast information as part of this
accordingly the ceo is deemed to be the c od m
o perating segments have then been identified based on the reporting information and management structures within the group 
the group has one customer representing over 10 of revenue and most of the revenue in the cleantech segment was derived 
from this one customer
the group operates in two trading business segments
•	 the distribution of specialist electronic components distribution
•	 the sale of smart energy saving products and services cleantech
the group also contains a central services segment that provides support to the trading businesses
in the table below reportable segment assets and liabilities include inter segment balances these have been included to reflect 
the assets and liabilities of the segment as monies are freely moved around the group to provide funding for working capital 
where required
s egmental information
distribution
£000
cleantech
£000
t otal
£000
2013      
revenue 
total 12706 8951 21657
intercompany – – –
revenue from external customers 12706 8951 21657
profit loss before tax 127 363 490
statement of f inancial position
assets 6839 4191 11030
liabilities 2303 2454 4757
net assets 4536 1737 6273
other
net finance incomeexpense 92 79 171
capital expenditure 19 133 152
– property plant and equipment 84 108 192
– deprecation 59 6 65 30 — apc technology group plc — annual report and accounts 2013
notes forming part of the financial statements continued
2 revenue and segmental information continued
s egmental information
distribution
£000
cleantech
£000
t otal
£000
2012      
revenue 
total 13458 242 13700
intercompany – 56 56
revenue from external customers 13458 186 13644
profit loss before tax 426 397 29
balance s heet
assets 5695 569 6264
liabilities 1196 1119 2315
net assets 4499 550 3949
other
net finance incomeexpense 98 2 96
capital expenditure 21 8 29
– property plant and equipment 125 19 144
– deprecation 59 6 65
– capitalised development expenditure – 5 5
2013 2012
£000 £000
revenue 
total revenue for reported segments 21657 13700
elimination of intersegmental revenues – 56
group’s revenue per consolidated statement of income 21657 13644
2013 2012
£000 £000
profit after income tax expenses
total profit for reporting segments 490 29
fair value adjustments 4300 –
costs associated with h ead o ffice 273 –
income tax expense 256 61
profit after income tax expense 4261 32
2013 2012
  £000 £000
assets
total assets for reportable segments 11030 3949
assets attributable to head o ffice 4339 2320
group assets 15369 6269
l iabilities
total liabilities for reportable segments 4757 2315
liabilities attributable to h ead o ffice 21 567
group liabilities 4778 2882
93 2012 89 of segment revenues and 100 2012 100 segment assets by geographical location are based in the u k apc technology group plc — annual report and accounts 2013 — 31
3 operating profit
the operating profit is stated after charging
2013 2012
£000 £000
o perating leases – short leaseholds 126 120 
o perating leases – plant and machinery 113 100 
depreciation – owned assets 71 65 
depreciation of assets held under hire purchase agreements 17 –
loss on foreign exchange 49 16 
auditors’ remuneration – audit of parent company and consolidated accounts 35 30 
auditors’ remuneration – audit of subsidiary company 20 5 
auditors’ remuneration – taxation advice 8 3 
auditors’ remuneration – review of interim statement 3 1
directors’ emoluments 489 451 
gainloss on disposal of fixed assets 1 23 
amortisation of development costs 4 7 
4 net f inancing
2013 2012
£000 £000
f inancing income
o ther interest receivable 9 8 
f inancing costs
bank interest payable 51 42 
convertible loan note interest payable 23 20 
o ther interest payable – 6 
o ther finance costs 27 38 
101 106 
5 employee information
2013 2012
£000 £000
wages and salaries 3168 2132 
social security costs 376 260 
private health costs 30 34 
o ther pension costs 45 45 
share option charge 34 7 
staff costs including directors’ emoluments 3653 2478 
the average monthly number employees comprised
2013 2012
n umber number
sales and distribution 36 32 
o perations and administration 41 28 
77 60 
6 directors’ emoluments
directors’ emoluments are included in the staff costs in note 5 the directors are considered to be the only key management 
personnel
details of directors’ emoluments are included in the report of the remuneration committee on page 17 total directors’ 
emoluments excluding employers national insurance contributions and pension contributions were £428000 2012 £395000 
total pension contributions £11000 2012 £11000 and the highest paid director received emoluments of £154000 2012 
£133000 and pension contributions of £3000 2012 £3000 32 — apc technology group plc — annual report and accounts 2013
notes forming part of the financial statements continued
7 taxation
a analysis of charge in period 
2013 2012
£000 £000
u k corporation tax on profits for the current year 32 55 
adjustments in respect of prior years 3 –
t otal current tax note 7b 35 55 
deferred tax note 13 221 6 
t ax charge on profit on ordinary activities 256 61 
b factors affecting the tax charge for the period
the tax charge for the period is different to the standard rate of corporation tax in the u k the rate of corporation tax for this 
purpose has been taken as 2358 for 2013 2012 24
the differences are explained below
2013 2012
£000 £000
profit on ordinary activities before tax 4517 29 
rate of corporation tax 2358 2400
tax on profit based on standard rate 1065 7 
effects of
research and development allowance – 1
accelerated capital allowances 9 1 
expenses not deductible for tax purposes 100 15 
non taxable fair value gain 1014 –
marginal relief – 4
losses carried forward 96 45 
effects of associates – 2
t otal tax charge for the period note 7a 256 61 
during the period finance act 2013 was enacted and included legislation to reduce the main rate of corporation tax to 21 from 
1 april 2014 and by a further 1 reaching 20 with effect from 1 april 2015 as this change was substantively enacted at the 
balance sheet date deferred tax is recognised at 20 in the current period
8 earnings per share
the calculation of basic earnings per share is based on the profit after taxation attributable to equity holders of the parent 
company for the period and the weighted average number of shares in issue during the period
diluted earnings per share is calculated by adjusting the weighted average number of shares outstanding by the dilutive effect of 
o rdinary shares that the company may potentially issue relating to its share option scheme and in the prior year also to its 
convertible loan notes the profitloss for the year is adjusted to add back the interest cost on the liability component of the 
convertible loan notes where the effect of the above adjustments is antidilutive they are excluded from the calculation of 
diluted earnings per share
the profit for the year and the weighted average number of shares used in the calculation are set out below
2013 2012
£000 £000
earnings – profit attributable to equity holders of the parent 4065 13 
weighted average number of shares 35088635 25941692 
dilutivefree shares relating to share options 1234142 1234142 
diluted number of shares 36322777 26861487 
earnings per share 116p 00p 
diluted earnings per share 112p 00p  apc technology group plc — annual report and accounts 2013 — 33
9 intangible noncurrent assets
the group’s intangible assets consist of development costs and goodwill
the goodwill balance at the beginning of 2013 arose partly on the acquisition of silver birch marketing limited and go 
technology limited in 2003 partly on the acquisition of h ero electronics limited in 2006 partly through the acquisition of 
novacom microwaves limited and contech electronics limited in 2008 and partly through the acquisition of the business assets 
and trade of quo vadis limited in 2011 the company’s goodwill arises on the transfer to the company of the net assets of 
wholly owned subsidiaries and represents the excess of the consideration for the transfer over the book value of the assets 
transferred
in september 2012 the group acquired a 51 controlling stake in minimise limited in accordance with the provisions of ifrs 3 
on acquiring a controlling interest the directors were required to consider the carrying value of its prior investments in minimise 
limited and adjust the value in line with the fair value of the asset in order to establish a fair value the directors considered the 
current and anticipated future performance of the business using the same discount rates and growth factors that it adopts 
when carrying out annual impairment reviews see below o nce the fair value was established on consolidation goodwill of 
£4300000 arose the goodwill has been included in the intangible assets of the group and the gain recorded in the 
consolidated statement of income as a fair value adjustment a subsequent share acquisition taking the group’s holding in 
minimise limited to 100 was completed in june 2013 in accordance with ias27 the difference between the fair value of the 
consideration and the noncontrolling interest has been charged to reserves
in the year the group acquired 100 of the issued share capital of cerou k limited and 90 of the equity of minimise energy 
limited the group also acquired the balance of shares in qv controls limited it did not previously own and subsequently 
renamed it minimise controls limited o n completion of these transactions the acquisition of 100 of minimise limited and the 
acquisition of 25 of invisible systems limited isl the group restructured its operating activities o n completion of this 
restructuring the directors concluded that the intangible assets relating to qv controls limited and cerou k limited were no 
longer in use by the group and therefore made a fair value adjustment to these items reducing goodwill and development costs 
and charging the impairment in the consolidated statement of income
the directors have undertaken an impairment review of the carrying value of the group’s goodwill based on the current and 
anticipated performance of the businesses concerned in preparing these projections a discount rate of 12 2012 8 has 
been applied a future growth rate of 0 – 5 2012 5 has been assumed and the calculations are based on future operating 
cash flows derived using management’s latest forecasts the outcome of the impairment review was subjected to a sensitivity 
analysis based on the internal rate of return of the businesses concerned and the directors are satisfied that any reasonable 
changes made to the underlying assumptions made in the impairment review would not result in a change to the carrying value 
of the goodwill
the table below sets out the goodwill attributable to each business segment 
distribution cleantech t otal
£000 £000 £000
as at 31 august 2013 2583 4590 7173
as at 31 august 2012 2583 88 2671
the impairment review of goodwill was based on forecast income for each business segment and reflects past experience 
where appropriate forecasts cover a 10 year period reflecting the longterm nature of the businesses the higher discount rate 
used for the year ended 31 august 2013 reflects management’s revised estimates of the average cost of capital and expected 
risk associated with the businesses
development costs represent acquired development expenditure on assets where it is probable that the future economic 
benefits that are attributable to the asset will flow to the entity and the cost of the asset can be measured reliably o n the 
acquisition of a 25 interest in isl the group also acquired the rights to distribute its range of lighting controls products the 
isl products replace the lighting controls previously developed by qv controls limited and therefore the development costs 
associated with these products have been written off
the exceptional items reported in the consolidated statement of income are as follows
£000
goodwill arising on acquiring controlling interest in minimise limited 4300 
impairment of goodwill in cerou k limited 61
impairment of goodwill in minimise controls limited 69
impairment of capitalised development costs in minimise controls limited 18
t otal exception items 4152  34 — apc technology group plc — annual report and accounts 2013
notes forming part of the financial statements continued
9 intangible noncurrent assets continued
the movement in intangible assets during the year arose as follows
development goodwill total
costs
group £000 £000 £000
cost
balance at 1 september 2011 24 2649 2673 
eligible development costs capitalised 5 – 5 
balance at 31 august 2012 29 2649 2678 
balance at 1 september 2012 29 2649 2678 
additions through business combinations – 4654 4654 
balance at 31 august 2013 29 7303 7332 
amortisation
balance at 1 september 2011 – – –
charged in year 7 – 7 
impairment – – –
balance at 31 august 2012 7 – 7 
balance at 1 september 2012 7 – 7 
charged in year 4 – 4 
impairment 18 130 148 
balance at 31 august 2013 29 130 159 
n et book value
as at 31 august 2012 22 2649 2671 
as at 31 august 2013 – 7173 7173 
goodwill total
company £000 £000
cost
balance at 1 september 2011 2583 2583 
balance at 31 august 2012 2583 2583 
balance at 1 september 2012 2583 2583 
balance at 31 august 2013 2583 2583 
n et book value
as at 31 august 2012 2583 2583 
as at 31 august 2013 2583 2583  apc technology group plc — annual report and accounts 2013 — 35
10 property plant and equipment
fixtures
plant fittings
short and tools and motor 
leaseholds machinery equipment vehicles total
group £000 £000 £000 £000
cost
as at 1 september 2011 133 25 726 – 884 
additions – – 29 – 29 
disposals – – 145 – 145
as at 31 august 2012 133 25 610 – 768 
as at 1 september 2012 133 25 610 – 768 
acquired through business combinations – 13 7 18 38 
additions 14 16 14 69 113 
disposals – 1 45 11 57
as at 31 august 2013 147 53 586 76 862 
depreciation
as at 1 september 2011 129 23 530 – 682 
charge for the year
1
4 1 60 – 65 
disposals – – 123 – 123
as at 31 august 2012 133 24 467 – 624 
as at 1 september 2012 133 24 467 – 624 
charge for the year
1
2 27 42 17 88 
disposals – 1 30 11 42
as at august 2013 135 50 479 6 670 
n et book value
as at 31 august 2011 4 2 196 – 202 
as at 31 august 2012 – 1 143 – 144 
as at 31 august 2013 12 3 107 70 192 
1 depreciation charged during the year is presented in administrative expenses in the consolidated statement of income
all motor vehicles included in plant property and equipment are carried under hire purchase contracts see notes 16 and 17 36 — apc technology group plc — annual report and accounts 2013
notes forming part of the financial statements continued
10 property plant and equipment continued
fixtures
plant fittings
short and tools and
leaseholds machinery equipment total
company £000 £000 £000 £000
cost
as at 1 september 2011 133 25 712 870 
additions – – 21 21 
disposals – – 145 145
as at 31 august 2012 133 25 588 746 
as at 1 september 2012 133 25 588 746 
additions 11 – 8 19 
disposals – – 17 17
as at 31 august 2013 144 25 579 748 
depreciation
as at 1 september 2011 129 23 530 682 
charge for the year 4 1 54 59 
disposals – – 123 123
as at 31 august 2012 133 24 461 618 
as at 1 september 2012 133 24 461 618 
charge for the year 2 – 33 35 
disposals – – 13 13
as at august 2013 135 24 481 640 
n et book value
as at 31 august 2011 4 2 182 188 
as at 31 august 2012 – 1 127 128 
as at 31 august 2013 9 1 98 108 
11 investment in subsidiary undertakings
2013 2012
£000 £000
cost as at beginning of year 390 390 
additions 5399 –
cost as at end of year 5789 390 
details of the company’s subsidiaries are as follows
proportion principal
name place of incorporation of ownership activity
minimise controls limited  england and wales 100 supply of lighting controls
minimise energy solutions limited  england and wales 100 manufacture of imop
®
minimise limited  england and wales 100 supply of led lighting
minimise energy limited  england and wales 90 supply of energy saving solutions
minimise h oldings limited  england and wales 100 h olding company
minimise h oldings u sa inc  delaware u sa 100 h olding company
  subsidiaries of the parent company
  subsidiary of minimise h oldings limited apc technology group plc — annual report and accounts 2013 — 37
12 associates and other financial assets
associates loans
o ther – 
u nlisted total
£000 £000 £000 £000
as at 31 august 2011 – 199 159 358 
loan interest capitalised – 8 – 8 
purchase of shares in minimise limited 137 – – 137 
recategorisation of o ther – unlisted 159 – 159 –
share of retained profit for the period 10 – – 10 
as at 31 august 2012 306 207 – 513 
as at 1 september 2012 306 207 – 513 
loan interest capitalised – 8 – 8 
reclassification of minimise limited as subsidiary 306 – – 306
acquisition of shares in invisible systems limited 1245 – – 1245 
share of retained loss for the period 2 – – 2
loans repaid as consideration – 72 – 72
loans provided for as doubtful debts – 143 – 143
as at 31 august 2013 1243 – – 1243 
in july 2013 the group acquired a 25 holding in invisible systems limited a company incorporated in england and wales 
whose principal activity is the provision of energy monitoring systems the group’s share of equity accounting investments in 
2013 relates to invisible systems limited the investments in 2012 refer to minimise limited and have been reclassified as a 
subsidiary in 2013 the group’s share of equity accounting investments is as follows –
group group
2013 2012
£000 £000
assets
 noncurrent assets 17 14
 current assets 95 83
liabilities
 current liabilities 30 138
 noncurrent liabilities 21 –
net assetsliabilities 61 41
revenue
profit before financing and taxation 2 10
net financing – –
results recognised in the consolidated income statement 2 10
dividends received – –
retained profit 2 10
the acquisition of 25 of the ordinary shares of invisible systems limited was completed on 22 july 2012 for a total 
consideration of £1245000 the “consideration” which comprises a £750000 cash payment plus the issue of 1558007 new 
o rdinary shares the “new o rdinary shares” in apc which based on the midmarket closing price on 22 july 2013 of 3175p 
are valued at £495000 the implied valuation for 100 of isl is therefore approximately £5000000 
also included within the share purchase agreement the “spa” are various put and call options the “put and call o ptions” 
which if exercised could potentially result in apc acquiring 100 of isl over the put and call o ptions exercise period the 
“exercise period” the put and call o ptions mechanism operates sequentially whereby the beneficial owners of the remaining 
75 of isl the “sellers” may initially require apc to purchase by way of up to two requests up to an initial additional 26 of 
the issued share capital of isl thereby taking apc’s ownership of isl to 51 the “first put o ption” in the event however that 
the first put o ption is not exercised in full such that following the exercise of this first put o ption apc’s aggregate holding is 
still less than 50 then apc has the right to exercise a call option allowing it to take its aggregate share holding up to 51 of 
the issued share capital the “call o ption” further should this call o ption be exercised then the sellers have the right to 
exercise a second put option the “second put o ption” over such number of additional shares in isl that the sellers may 
choose so that there is the possibility that apc may acquire the remaining 49 of the issued share capital of isl that it does  
not already own following the optional exercise of the first put o ption and the call o ption  38 — apc technology group plc — annual report and accounts 2013
notes forming part of the financial statements continued
12 associates and other financial assets continued
the exercise period commences 1 o ctober 2015 and ends 30 september 2020 the spa contains a valuation mechanism the 
“valuation mechanism” for the put and call o ptions based on isl ’s earnings before interest tax depreciation and amortisation 
“ebitda” the valuation mechanism implies a likely total consideration payable by apc for 100 of isl following the exercise 
of the put and call o ptions to be between £24 million and £71 million a cap of £15 million has however been agreed between 
the sellers and apc on the aggregate value of the consideration and the amount payable under the put and call o ptions should 
they be exercised in such a way that apc acquires 100 of isl further in the unlikely event that the aggregation of the 
consideration and the put and call o ptions if exercised values isl at a level that represents a reverse takeover under the aim 
rules apc would seek shareholder approval prior to proceeding
isl provides cloudbased endtoend monitoring and control solutions designed to improve the energy efficiency within the 
built environment using its own battery powered wireless communications technology this provides an energy monitoring and 
control capability that is noninvasive quick and simple to implement in both new and retrofit applications its existing customer 
base includes both public and private sector organisations and the technology is proven to enable average savings of between 
15 and 30 typically providing a return on investment of between 12 and 18 months isl ’s products are approved in the u k 
europe and the americas and will underpin apc’s strategy of expanding its business model overseas further information on isl 
can be found at wwwinvisiblesystemscom
loans represent loans made to mr michael stott who is a former employee of the group and who owned 30 of the share 
capital of qv controls limited as at 31 august 2012 the group acquired mr stott’s share in qv controls limited during the year 
in consideration for £72000 reducing the net loans outstanding as at 31 august 2013 the balance loan including capitalised 
interest made to michael stott totalled £143000 2012 £137000 the loan is secured by way of a charge over mr stott’s 
residence the loans carry an interest rate equivalent to the h mrc beneficial rate currently 4 the directors have considered 
the likelihood of a default by mr stott and concluded that it should make a provision against this loan by way of a charge to 
administration expenses in the parent company and consolidated statement of income notwithstanding the provision it is the 
intention of the board to secure repayment of the loan when it falls due
13 deferred tax
group group company company
2013 2012 2013 2012
£000 £000 £000 £000
deferred tax liability 22 9 6 9
the following are the major deferred tax assetsliabilities recognised by the group and company and the movements thereon 
during the current year
accelerated
tax tax
depreciation l osses t otal
company £000 £000 £000
as at 1 september 2011 14 – 14
credit to the company statement of income 5 – 5 
as at 1 september 2012 9 – 9
credit to the company statement of income 3 – 3 
as at 31 august 2013 6 – 6
accelerated
tax tax
depreciation l osses t otal
group £000 £000 £000
as at 1 september 2011 17 14 3
creditcharge to the consolidated statement of income 8 14 6
as at 1 september 2012 9 – 9
acquired in year through business combination – 208 208 
charge to the consolidated statement of income 13 208 221
as at 31 august 2013 22 – 22
deferred income tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets against 
current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation 
authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis
deferred income tax assets are recognised for tax losses carried forward to the extent that the realisation of the related benefit 
through future taxable profits is probable apc technology group plc — annual report and accounts 2013 — 39
14 inventories
group group company company
2013 2012 2013 2012
£000 £000 £000 £000
raw materials – 112 – 112 
finished goods 1592 513 497 513 
1592 625 497 625 
the cost of inventories recognised as an expense and included in cost of sales amounted to £14233000 2012 £9384000 
during the year there was a net increase in inventory provisions of £202000 2012 £217000 net reduction the increase 
resulted from raw material related to the group’s imop
®
 product in excess of requirements being provided for and a higher 
obsolescence estimate for certain distribution inventory
15 t rade and other receivables
group group company company
2013 2012 2013 2012
£000 £000 £000 £000
trade receivables 3320 2046 1788 2034 
amounts owed by subsidiary undertakings – – 1046 242 
o ther receivables 33 115 6 115 
prepayments 634 139 102 136 
3987 2300 2942 2527 
the group has established a flexible debt finance facility with bank of scotland plc through which the majority of its trade 
receivables are eligible to be discounted with recourse after 120 days the gross amount of these trade receivables is shown 
above at 31 august 2013 the group had drawn down advances totalling £113000 2012 £680000 which are shown in note 16 
under shortterm bank borrowings under invoice discounting facility the total amount eligible to be discounted as at 31 august 
2013 was £2228000 2012 £1409000
16 current liabilities
group group company company
2013 2012 2013 2012
£000 £000 £000 £000
trade payables 1853 969 1344 1028 
corporation tax payable 32 55 – 55 
o ther taxes and social security 171 83 79 83 
vat payable 607 212 137 200 
shortterm bank borrowings under invoice discounting facility 113 680 113 680 
current portion of bank loan 21 125 21 125 
h ire purchase contracts 16 – – –
accruals and other payables 1883 510 400 501 
4696 2634 2094 2672 
shortterm bank borrowings under invoice discounting facility comprise borrowings under the flexible debt finance facility 
referred to in note 15 these are secured over the whole assets of the group
in o ctober 2009 the group entered into a fixedterm bank loan agreement with bank of scotland plc secured by the 
government’s enterprise finance guarantee scheme the loan value at inception was £500000 and is repayable in monthly 
instalments over five years interest is charged at 530 over bank of england base rate on the balance of the loan throughout 
the entirety of the year under review bank of england base rate was 050 the current portion of the fixedterm bank loan was 
£21000 and the noncurrent portion was nil at the 31 august 2013 further details regarding the fixedterm bank loan are 
disclosed in note 21 40 — apc technology group plc — annual report and accounts 2013
notes forming part of the financial statements continued
17 n oncurrent liabilities
group group company company
2013 2012 2013 2012
£000 £000 £000 £000
convertible loan notes – 218 – 218
bank loan – 21 – 21
amounts due to subsidiary undertakings – – 224 224
h ire purchase contracts 60 – – –
60 239 224 463
convertible l oan n otes 2014
in february 2009 £400000 convertible loan notes 2014 were issued at inception the notes were due to mature on the 10 
february 2014 and carried a coupon of 8 per annum payable quarterly in arrears until such time as they were repaid or 
converted in accordance with their terms the holders of the notes converted all of the notes held by them into new o rdinary 
shares in the company on delivery to the company of a conversion notices the conversion rate being the lower of the mid
market price on 10 february 2009 and the midmarket price for the 14 days following the conversion date
the convertible loan notes 2014 were converted to o rdinary shares on the following dates and conversion rates –
date converted value rate
7 january 2010 £50000 810p
17 june 2010 £31250 1250p
19 o ctober 2010 £68750 1250p
7 august 2012 £100000 750p
8 august 2012 £100000 750p
9 july 2013 £50000 1250p
all liabilities under the convertible loan notes 2014 have been discharged the loan notes outstanding at the prior yearend 
were measured for fair value and a value of £2000 had been assigned to the equity component
convertible l oan n otes 2017
o n 7 august 2012 £175000 and on 9 september £100000 convertible loan notes 2017 were issued at inception the notes 
were due to mature on the 1 august 2017 and carried a coupon of 8 per annum payable quarterly in arrears until such time as 
they were repaid or converted in accordance with their terms the holders of the notes converted all of the notes held by them 
into new o rdinary shares in the company on delivery to the company of a conversion notice the conversion rate being the 
lower of 11 pence per share and the midmarket price for the 14 days preceding the conversion date o n 9 july 2013 loan notes 
valued at £275000 were converted to new o rdinary shares at a conversion rate of 11 pence
all liabilities under the convertible loan notes 2017 have been discharged the loan notes outstanding at the prior yearend 
were measured for fair value and a value of £7000 had been assigned to the equity component
amounts due to subsidiary undertakings
the amounts due to subsidiary undertakings arise as a result of the transfer to the company of net assets of its subsidiaries 
silver birch marketing limited and go technology limited on 31 august 2003 h ero electronics limited on 31 august 2006 and 
novacom microwaves limited and contech electronics limited on 31 august 2008 these amounts represent interestfree 
intercompany loans
hire purchase contracts
the group has entered into a number of finance leases with volkswagen finance each lease is based on a 48 month contract 
with the first lease due to end in march 2016 the non current portion of the lease was £60000 at 31st august 2013  apc technology group plc — annual report and accounts 2013 — 41
18 s hare capital
2013 2012
group and company £000 £000
authorised
60000000 ordinary shares of 2p each 1200 1200
allotted issued and fully paid
n o of
 shares
no of 
shares
at 31 august 57365399 1147 29579715 592
during the year under review the following o rdinary shares of 2p each were issued by the company
reason for issue date shares price
consideration for minimise limited 07092012 489272 762p
consideration for cerou k ltd 01112012 310000 1200p
exercise of options 01032013 20000 900p
exercise of options 28052013 25000 900p
exercise of options 28052013 12500 900p
exercise of options 28052013 25000 1375p
exercise of options 11062013 10763 1475p
consideration for minimise limited 24062013 3613815 3175p
consideration for minimise limited 24062013 2985326 3175p
consideration for minimise limited 24062013 3269632 3175p
consideration for minimise limited 24062013 542692 3175p
consideration for minimise limited 24062013 865207 3175p
consideration for minimise limited 24062013 775275 3175p
exercise of options 24062013 36900 900p
exercise of options 24062013 79500 900p
exercise of options 24062013 21525 1700p
exercise of options 24062013 21525 1700p
placing 24062013 10000000 3000p
exercise of options 01072013 25000 900p
exercise of options 01072013 45000 900p
exercise of options 01072013 6457 1475p
consideration for isl 15072013 1558007 3175p
exercise of options 15072013 15000 1275p
exercise of options 15072013 15000 1250p
exercise of options 15072013 75000 1375p
exercise of options 15072013 10000 900p
loan note conversion 15072013 400000 1250p
loan note conversion 15072013 2500000 1100p
exercise of options 24072013 32288 1475p
total shares issued in year 27785684 
shares in issue at the 31 august 2012 29579715 
s hares in issue at the 31 august 2013 57365399  42 — apc technology group plc — annual report and accounts 2013
notes forming part of the financial statements continued
18 s hare capital continued
share options
the following options over the company’s o rdinary shares were outstanding at 31 august 2013
date earliest date latest date o rdinary exercise
granted exercisable exercisable shares of 2p price
2003 employee share o ption scheme 10092004 see note b 09092014 1000000 900p
06102004 see note b 05102014 499050 900p
29092006 see note b 28092016 80000 1375p
10112006 see note b 09112016 200000 1475p
23012008 see note b 22012018 141492 1475p
23042008 see note b 22042018 100000 1850p
10072008 see note b 09072018 156950 1700p
20022009 see note b 19022019 145000 1250p
22012010 see note b 21012020 200000 1000p
05032010 see note b 04032020 250000 1000p
29092010 see note b 29092019 250000 1125p
25022011 see note b 24022021 985000 1275p
16032011 see note b 15032021 50000 1362p
16052011 see note b 15052021 325000 1450p
30052012 see note b 29052022 179000 750p
20092012 see note b 19092022 460000 1000p
20122012 see note b 19122022 100000 1525p
unapproved share option scheme 30092003 see note c 29092013 75000 1700p
22122006 see note c 21122016 35000 2300p
22012010 see note c 21012020 25000 1000p
29092010 see note c 28092020 25000 1125p
20092012 see note c 19092022 250000 1000p
25012013 see note c 24012023 100000 2475p
5631492
the weighted average price of options over the company’s o rdinary shares at 31 august 2013 was 1206p 2010 1161p
reconciliation of movement in share option outstanding
o rdinary
shares of 2p
s hare options outstanding as at 31 august 2011 5743950
 issued 179000
 lapsed 650000
s hare options outstanding as at 31 august 2012 5272950
 issued 835000
 exercised 476458
s hare options outstanding as at 31 august 2012 5631492
notes
a o n 17 june 2003 the board approved a new share option scheme the 2003 employee o ption scheme the scheme which operates under the guidelines of the 
government’s enterprise management incentive provides for options to be exercisable at a predetermined exercise price subject to attainment of performance 
conditions over a three year period o ptions are exercisable in tranches depending on the group’s cumulative growth in pretax earnings over a three year period this 
process operates on a sliding scale for growth levels between rpi and rpi plus 16
b o n the 19 april 2011 the board of director’s amended the performance criteria of the 2003 employee share o ption scheme options granted under the 2003 employee 
share o ption scheme so that shares would vest over a five year period following grant depending on achievement of the group’s budgeted profit before tax previously 
performance conditions were linked to the growth in the company’s earnings per share in the financial years following the grant of the option the change was made to 
ensure that the performance criteria was more easily understood by employees and was more directly related to employee performance
c the options to nonexecutive directors were granted with exercise prices equal to the market price ruling in the respective dates of the grant these options were not 
granted under the 2003 employee share o ption scheme but are subject to the same performance conditions as the options granted under that scheme and are 
exercisable in tranches as described in note a  b above 
d the middle market price of the company’s shares at 31 august 2013 was 3012p during the year under review the middle market price range was 762p to 3600p
e in accordance with ifrs2 a share option charge has been made to the consolidated statement of income of £34000 2012 £7000 apc technology group plc — annual report and accounts 2013 — 43
18 s hare capital continued
the following additional information is relevant to the determination of the fair value of the options
2013 2012
o ption pricing model used black scholes black scholes
share price is the same as exercise price at the time the option is issued
expected volatility 5957 – 6424 6073 – 6422
expected life of option  174 to 818 174 to 818
expected dividend yield n il nil
risk free interest rate 020 to 368 025 to 368
19 operating lease obligations
as at the 31 august 2013 the group had future aggregate minimum commitments under leases expiring as shown below
group group company company
2013 2012 2013 2012
£000 £000 £000 £000
o n leases expiring between one and five years 282 37 256 37 
o n leases expiring in five years or more 132 323 132 323 
414 360 388 360 
motor vehicles
o n leases expiring in less than one year 13 8 13 8 
o n leases expiring between one and five years 183 161 183 161 
196 169 196 169 
other
o n leases expiring between one and five years 14 – – –
14 – – –
20 f inancial instruments group and company – risk management
the group’s overall risk management programme seeks to minimise potential adverse effects on the group’s financial 
performance
the group’s financial instruments comprise cash and liquid resources and various items such as trade payables and receivables 
that arise directly from its operations the group is exposed to the following risks
•	 credit risk
•	 foreign currency risk
•	 liquidity risk and
•	 fair value interest rate risk
in common with all other businesses the group is exposed to risks that arise from its use of financial instruments this note 
describes the group’s objectives policies and processes for managing those risks further quantitative information in respect of 
these risks is presented throughout these financial statements
there have been no substantive changes in the group’s exposure to financial instrument risk the objective of the board is to set 
policies that seek to reduce the risk as far as possible without unduly affecting the group’s competitiveness and effectiveness
further details of these policies are set out overleaf 44 — apc technology group plc — annual report and accounts 2013
notes forming part of the financial statements continued
20 f inancial instruments group and company – risk management continued
credit risk
the group is exposed to credit risk primarily on its trade receivables which are spread over a range of customers at the  
31 august 2013 the amount receivable from wm morrisons supermarkets plc represented approximately 44 of the total trade 
receivables 2012 0 and as such represented a significant concentration of the group’s exposure to credit risk the maximum 
credit risk exposure relating to financial assets is represented by their carrying value at the statement of financial position date 
and is shown in note 15
the group assesses the risk associated with each customer based on independent credit rating agency reports and on its own 
experience with the customer before entering into binding contracts each customer account is reviewed on an ongoing basis 
based on available information and payment history
the credit risk on liquid funds is limited as the funds are held at banks with high credit ratings assigned by international credit 
rating agencies
foreign currency risk
the group has exposure to transactional and translational currency exposures
transactional currency exposure risk arises when the group enters into contracts in currencies other than the group functional 
currency transactional risk is mitigated by a the creation of a natural hedge between buying and selling currencies b use of 
currency hedging contracts and c the inclusion of a foreign currency price escalation clause in sales contracts
translational currency exposure risk arises when financial instruments valued in the consolidated and company statement of 
financial position are denominated in a currency other than the group’s functional currency translation risk is mitigated by the 
group entering into currency option contracts
liquidity risk
the group has established borrowing facilities with bank of scotland plc for working capital finance through an invoice 
discounting facility and a shortterm shareholder loan the group maintains nearterm cashflow forecasts that enables it to 
identify its nearterm borrowings requirement so that remedial action can be taken if necessary
fair value interest rate risk
all borrowing is approved by the board of directors to ensure that it is conducted at the most competitive rates available to it  
as the group had fixed rate convertible loan notes it has been exposed to fair value interest risk the group had the option of 
converting the loan notes had the board decided that the interest rates were in excess of the market rate obtainable by the 
group
21 f inancial instruments
capital risk management
the group defines the capital that it manages as the group’s total equity the group’s objectives when managing capital are to
•	 safeguard the group’s ability to continue as a going concern
•	 h ave available the necessary financial resources to allow the group to deliver benefits from its operational activities and 
investments
•	 o ptimise the return to investors based on the level of risk undertaken
in order to maintain or adjust the capital structure the group may issue new shares or sell assets pay dividends or return capital 
to shareholders
the group’s capital and equity ratios are shown in the table below
2013 2012
£000 £000
total equity attributable to owners of the parent 10632 3439
total assets 10591 3387
equity ratio 1004 1015 apc technology group plc — annual report and accounts 2013 — 45
21 f inancial instruments continued
financial assets
details of financial assets are set out in notes 12 and 15 in addition details of cash and cash equivalents are set out below
the currency profiles of the group’s financial assets comprising cash at bank and in hand at 31 august were
group group company company
2013 2012 2013 2012
£000 £000 £000 £000
currency
denominated in sterling 870 15 302 10 
denominated in u s dollars 296 1 1 1 
denominated in euros 16 – 16 –
1182 16 319 11 
cash at banks included in cash and cash equivalents are with institutions with credit ratings of a or better it is the company’s 
policy to maintain cash at a level to meet liabilities immediately due for payment so that the amount drawn from the invoice 
discounting facility is kept to a minimum
the maximum exposure to credit risk from trade receivables at the 31 august 2013 is disclosed in note 15 the following table 
shows an analysis of trade receivables for the group
2013 2013 2012 2012
£000  £000 
0 – 30 days 2122 639 1161 567
31 – 60 days 970 292 496 243
61 – 90 days 175 53 191 93
91 – 120 days 42 13 4 02
o ver 120 days 11 03 195 95
3320 1000 2046 1000
the group reviews trade receivables balances on a routine basis and makes provision for any amounts where it believes the 
receivable is likely to be uncollectable in 2013 the bad debt provision was reduced by a net £15000 in 2012 a net increase in 
bad debt provision of £42000 was made
financial liabilities
the following is an analysis of the maturities of the financial liabilities in the consolidated statement of financial position
carrying 6 months 6 – 12 1 or more
amount or less months years
£000 £000 £000 £000
2013
invoice discounting finance facility 113 113 – –
bank loan 21 21 – –
trade and other payables 4531 4531 – –
4665 4665 – –
2012
convertible loan notes 218 – – 218 
invoice discounting finance facility 680 680 – –
bank loan 146 63 62 21 
trade and other payables 1823 1823 –
2867 2566 62 239 
fair values of financial assets and liabilities
the fair value of the group’s financial assets and liabilities are not materially different from their book values 46 — apc technology group plc — annual report and accounts 2013
notes forming part of the financial statements continued
21 f inancial instruments continued
net foreign currency monetary assets and liabilities
net foreign currency monetary assets and liabilities comprise the monetary assets and liabilities of the group that are not 
denominated in sterling the group’s functional currency net foreign currency monetary assets and liabilities including short
term debtors and creditors were as follows
2013 2012
£000 £000
denominated in u s dollars 182 157
denominated in euros 16 154
198 311
borrowing facilities
the group has a flexible debt finance facility with bank of scotland plc with a cap of £3 million for the parent company and £15 
million for minimise limited these are secured over the whole assets of the group borrowing against this facility amounted to 
£113000 at 31 august 2013 2012 £680000 undrawn funds available on the invoice discounting facilities were £1990000 at 31 
august 2013 2012 £729000 the debt finance incurs interest at a rate of 275 over the bank of england’s base rate
the group has a fixed termloan with bank of scotland plc secured by the enterprise finance guarantee scheme the loan at 
inception was £500000 and at 31 august 2013 the balance of the loan was £21000 2011 £146000 the bank loan incurs 
interest at a rate of 530 over the bank of england base rate
derivative financial instruments
the group maintains a natural hedge between buying and selling currencies and from time to time enters into foreign exchange 
hedge transactions to protect it against adverse currency movements in addition from time to time the company enters into 
currency options to protect it against translation risk of the net foreign currency assets and liabilities at 31 august 2013 there 
were no currency options in place at 31 august 2012 the group had a mark to market liability of £9000 which had been 
recognised in the company and consolidated statement of financial position
22 acquisitions in the year
business combinations are accounted for using the acquisition accounting method as at the acquisition date which is the date 
at which control is transferred to the group goodwill is measured at the acquisition date as the fair value of consideration less 
the recognised amount of the identifiable assets and liabilities assumed the value of noncontrolling interest recognised at the 
date of acquisition is calculated as a proportion of net assets of the entity acquired
minimise limited
minimise limited is a company involved in the sale and promotion of energy efficient products primarily led lighting this 
company was acquired as it fits the group’s strategy of diversification into the cleantechnology market sector goodwill 
represents the future economic benefit derived from the trade and expertise of the business acquired
o n the 9 september 2012 the group completed the purchase of shares in minimise limited for consideration of £153000 in cash 
and equity to take its shareholding from 362 to 51 gaining a controlling interest immediately prior to gaining a controlling 
interest the group’s cumulative investment in minimise limited was carried at cost of £306000 and was classified as a financial 
asset in the company and consolidated statements of financial position in accordance with the provisions of ifrs the fair value 
of the prior investment was measured by assessing the discounted value of future income when control was gained and an 
adjustment to the carrying value of £4300000 has been made
o n the 1 june 2013 the group completed the purchase of the remaining 49 of the shares in minimise limited for £4790000 in 
cash equity and deferred consideration in accordance with ias 27 “consolidated and separate financial statements” the fair 
value of the consideration payable on the 1 june 2013 net of nci acquired has been transferred to retained earnings
minimise limited accounts have been consolidated into the group results for the full year
minimise energy limited
minimise energy limited is a company involved in the provision of energy efficient solutions combining different technologies 
and services to reduce customers’ energy expenditure this company was acquired as it fits the group’s strategy of 
diversification into the clean technology market sector goodwill represents the future economic benefit derived from the trade 
and expertise of the business acquired
o n the 1 september 2012 the group gained control of 90 of the equity in minimise energy limited for an investment of  
£30810 cash
minimise energy limited accounts have been consolidated into the group results for the full year apc technology group plc — annual report and accounts 2013 — 47
22 acquisitions in the year continued
cerouk limited
cerou k limited is a company involved in the provision of energy efficient solutions combining different technologies and 
services to reduce customers’ energy expenditure this company was acquired as it fits the group’s strategy of diversification 
into the cleantechnology market sector there was no goodwill associated with this acquisition at 31 august 2013
o n the 29 o ctober 2012 the group completed the purchase of 100 of cerou k limited for £61000 paid in cash and equity  
o n acquisition the business and assets of cerou k limited were transferred to minimise energy limited and subsequently the 
goodwill arising on acquisition has been impaired
cerou k limited did not trade during the year therefore there was no effect on the consolidated financial statements for the year
minimise controls limited formerly qv controls limited
during the year the group completed the purchase of the remaining 30 of the shares in minimise controls limited formerly qv 
controls limited this was for a total consideration of £120000 paid by exchanging accumulated debt and loans for equity in 
minimise controls limited
a controlling interest in minimise controls limited has existed since 2011 and the accounts of this subsidiary have been 
consolidated in the current and prior year accounts the excess of the consideration paid and the nci has been charged  
to reserves
consideration and net assets acquired
the fair value of the consideration paid for the acquisitions and the fair value of the assets and liabilities acquired in the year  
is as follows
minimise 
limited
minimise 
energy 
limited
cerou k 
limited t otal
£000 £000 £000 £000
cash consideration paid in the year 118 31 24 173 
fair value of equity interest in minimise limited held before business combination 4606 – – 4606 
equity consideration paid 37 – 37 74 
total consideration 4761 31 61 4853 
the following table sets out the effect of acquisitions in the financial year of 2013 on the consolidated balance sheet the 
goodwill arising on these transactions has been capitalised and is subject to an annual review for impairment or more frequently 
if necessary in accordance with our accounting policies goodwill represents the future economic benefit derived from the trade 
and expertise of the business acquired any impairment is charged to the income statement as it arises
minimise 
limited
minimise 
energy 
limited
cerou k 
limited t otal
£000 £000 £000 £000
cash and cash equivalents 143 1 – 144 
property plant and equipment 38 – – 38 
inventories 21 – – 21 
trade and other receivables 189 15 – 204 
deferred tax asset 208 208 
trade and other payables 373 24 – 397
financial liabilities 21 – – 21
non controlling interest 1 1 – 2 
goodwill 4555 38 61 4654 
total 4761 31 61 4853  48 — apc technology group plc — annual report and accounts 2013
notes forming part of the financial statements continued
22 acquisitions in the year continued
acquisition of noncontrolling interests
consideration paid for noncontrolling interests were
minimise 
limited
minimise 
controls 
limited t otal
£000 £000 £000
cash consideration paid in the year 850 – 850 
loan paid as consideration – 73 73 
equity consideration paid 3826 – 3826 
deferred consideration 114 – 114 
total consideration 4790 73 4863 
less noncontrolling interest acquired 265 78 187 
transfer to retained earnings 4525 151 4676 
deferred consideration is payable on the final 49 of shares acquired in minimise limited and is based on the distributable 
reserves of that company as at 31 august 2013
23 related party transactions
key management information is included in the report of the remuneration committee on page 17
a transactions with invisible systems limited
in the ordinary course of business the group has entered into transactions with invisible systems limited a company in which 
the group owns 25 of the ordinary share capital see note 12 concerning the relationship
the transactions and resulting balances for the year ended 31 august 2013 are summarised as follows
group group company company
2013 2012 2013 2012
£000 £000 £000 £000
sales 2 – – –
purchases 12 – – –
amounts owed by invisible systems limited 2 – – –
amounts owed to invisible systems limited 2 – – –
b transactions with newlawslegal
in the ordinary course of business the group has entered into transactions with newlawslegal a legal firm owned by ms tessa 
laws a director of apc technology group plc newlawslegal provides legal services to the group
the transactions and resulting balances for the year ended 31 august 2013 are summarised as follows
group group company company
2013 2012 2013 2012
£000 £000 £000 £000
purchases 42 – 42 –
amounts owed to newlawslegal 10 – 10 –
c transaction with idea business solutions ltd
in the ordinary course of business the group has entered into transactions with idea business solutions ltd a company 
controlled by mr john davidson a director of apc technology group plc idea business solutions ltd provides consulting 
services to the group
the transactions and resulting balances for the year ended 31 august 2013 are summarised as follows
group group company company
2013 2012 2013 2012
£000 £000 £000 £000
purchases 22 – 22 –
amounts owed to idea business solutions ltd 4 – 4 – apc technology group plc — annual report and accounts 2013 — 49
23 related party transactions continued
d transactions with rockdown limited
in the ordinary course of business the group has entered into transactions with rockdown limited a company controlled by  
ms dawn cutler a director of minimise limited rockdown limited provides consulting services to the group
the transactions and resulting balances for the year ended 31 august 2013 are summarised as follows
group group company company
2013 2012 2013 2012
£000 £000 £000 £000
purchases 6 – – –
e transactions with ms mandie rickaby
in the ordinary course of business the group has entered into transactions with ms mandie rickaby the spouse of  
mr paul west a director of minimise limited ms rickaby provides consulting services to the group
the transactions and resulting balances for the year ended 31 august 2013 are summarised as follows
group group company company
2013 2012 2013 2012
£000 £000 £000 £000
purchases 25 – – –
amounts owed to mandie rickaby 1 – – –
f transactions with mr paul west
the group acquired shares in minimise limited and minimise energy limited from mr west a director of minimise limited 
during the year
the shares in minimise limited representing 34 of the issued share capital of that company were acquired for £323677 of 
which £77528 was paid in cash and the balance paid in 775275 shares in adp technology group plc at 3175 pence per share
the shares in minimise energy limited representing 13 of the then issued share capital of that company were acquired for 
£10000 paid in cash
g transactions with ms dawn cutler
the group acquired shares in minimise limited and minimise energy limited from ms cutler a director of minimise limited 
during the year
the shares in minimise limited representing 34 of the issued share capital of that company were acquired for £319607 of which 
£147302 was paid in cash and the balance paid in 542692 shares in adp technology group plc at 3175 pence per share
the shares in minimise energy limited representing 13 of the then issued share capital of that company were acquired for 
£10000 paid in cash 50 — apc technology group plc — annual report and accounts 2013
notes forming part of the financial statements continued
23 related party transactions continued
h loans from mr roger  mrs janet robinson
o n 7 august 2012 rj robinson subscribed to convertible notes issued by the company to the value of £175000  
the convertible loan notes carry a coupon rate of 8 paid quarterly in arrears
o n 9 september 2012 rj robinson subscribed to convertible notes issued by the company to the value of £100000  
the convertible loan notes carry a coupon rate of 8 paid quarterly in arrears
o n 9 july 2013 rj robinson converted the £275000 loan notes entered into on 7 august 2012 and 9 september 2013 into 
2500000 o rdinary shares at a conversion price of 11 pence per share
the transactions and resulting balances for the year ended 31 august 2013 are summarised as follows
group group company company
2013 2012 2013 2012
£000 £000 £000 £000
convertible loan note 16 8 16 8 
shortterm unsecured loan – 6 – 6 
total interest paid 16 14 16 14 
loans advanced from rj robinson 100 175 100 175 
conversion of loans to o rdinary shares 175 100 175 100 
amount owed to rj robinson – 175 – 175 
i loan from mr john mitchell
o n 10 february 2009 j mitchell a shareholder with a substantial interest in the ordinary share capital of the company 
subscribed to convertible loan notes issued to the company to the value of £50000 the convertible loan notes carry a coupon 
rate of 8 per annum paid quarterly in arrears
o n 9 july 2013 j mitchell converted the £50000 loan notes entered into on 10 february 2009 into 400000 o rdinary shares at a 
conversion price of 125 pence per share
the transactions and resulting balances for the year ended 31 august 2013 are summarised as follows
group group company company
2013 2012 2013 2012
£000 £000 £000 £000
interest paid 4 4 4 4 
amount owed to j mitchell – 50 50 50 
conversion of loans to o rdinary shares 50 – 50 –
j transactions and balances with mr michael stott
as part of the establishment of qv controls limited and the acquisition of the trade and assets of quo vadis limited in the 
financial year ended 31 august 2011 apc technology group plc entered into loan agreements with michael stott with an 
aggregate value of £132000 and qv controls limited acquired a loan made to michael stott with a value of £67000 the loans 
bear interest at the h mrc advisory rate and the interest is capitalised annually the loans are secured against mr stott’s 
residence during the year mr stott ceased to be an employee of the group and director of qv controls limited apc acquired 
mr stott’s shares in qv controls limited and deducted this from the loan that he owed the group the balances of the loans and 
interest charged in the year are as follows
group group company company
2013 2012 2013 2012
£000 £000 £000 £000
interest charged 9 8 7 5 
amount owed by m stott 143 207 143 137 
shares in qv controls acquired by the group 73 – 73 –
24 post balance sheet event
o ptions over 234000 shares were exercised on 6 september 2013 with proceeds of £31000
o n 1 november 2013 the group completed the acquisition of the remaining 10 of minimise energy limited that it did not 
previously own for a consideration of £385000 satisfied in cash in accordance with ias27 the consideration net of non
controlling interest acquired will be charged to reserves apc technology group plc — annual report and accounts 2013 — 51
noti ce of a nnu al g ene ral meetin g
no tice is h ereby given that the annual general meeting of apc technology group plc the “company” will be held at the 
offices of redleaf polhill first floor 4 london wall buildings blomfield street london ec2m 5nt on friday 31 january 2014 at 
1200 noon for the purpose of considering and if thought fit passing the following resolutions which will be proposed as 
o rdinary resolutions
ordinary resolutions
1 to receive and if thought fit adopt the report of the directors and the financial statements for the year ended 31st august 
2013 with the auditor’s report thereon
2 to reelect robert st john smith as a director of the company
3 to reelect john mclaren davidson as a director of the company
4 to reelect leonard robert seelig as a director of the company
5 to reappoint baker tilly u k audit llp as auditors of the company and to authorise the directors to fix their remuneration
special resolutions
6 to adopt new articles of association consistent with the model articles defined in the companies act 2006 and as present on 
the company’s web site at wwwapcplccoukinvestorsapcdocumentsandcirculars
by o rder of the board registered o ffice
 47 riverside
r smith medway city estate
secretary rochester
 kent
6 december 2013 me2 4dp
notes
1 o nly holders of o rdinary shares or their duly authorised representatives are entitled to attend and vote at this meeting a member so entitled may appoint one or more 
proxies to attend and vote instead of him a proxy need not be a member of the company forms of proxy need to be deposited with the company’s registrars capita 
asset services pxs 34 beckenham road beckenh am br3 4tu not later than 48 hours before the time of the meeting completion of a form of proxy will not preclude a 
member attending and voting in person at the meeting
2 a prepaid form of proxy is enclosed for holders of ordinary shares
3 pursuant to regulation 41 of the u ncertificated securities regulations 2001 the company specifies that in order to have the right to attend and vote at the meeting and 
also for the purpose of calculating how many votes a person entitled to vote and attend may cast a person must be entered on the register of holders of the o rdinary 
shares of the company by no later than 1200 noon on 29 january 2014 being 48 hours before the time fixed for the meeting changes to entries on the register after this 
time shall be disregarded in determining the rights of any person to attend or vote at the meeting 52 — apc technology group plc — annual report and accounts 2013
company inf ormation
secretary and registered office
rob smith msc fcma cgma
47 riverside
medway city estate
rochester
kent
me2 4dp
company registration n umber 
01635609
n ominated advisers
strand hanson limited
26 mount row
london
w1k 3sq
stockbrokers
northland capital partners
60 gresham street
london
ec2v 7bb
n1 singer
o ne bartholomew lane
london
ec2n 2ax
auditor
baker tilly uk audit llp
third floor
o ne london square
cross lanes
guildford
gu1 1un
principal bankers
bank of scotland plc
part of lloyds banking group plc
33 o ld broad street
london
bx2 1lb
registrars
capita registrars
the registry
34 beckenham road
beckenham
kent
br3 4tu
f inancial public relations
redleaf polhill
first floor
4 london wall buildings
blomfield street
london
ec2m 5nt  apc technology group pl c
head office
47 riverside
medway city estate
rochester
kent me2 4dp
01634 290588
apc technology group plc annual report and accounts 2013


Summary:
 apc technology group plc — annual report and accounts 2013 — 05
“ the year ended 31 august 2013 
has been a period of 
transformational change and 
significant progress for the 
group resulting in a far stronger 
offering in our cleantech 
businesses and stability in the 
electronic components 
distribution business”
our product and geographic range has been expanded  
our management team strengthened and our organisation 
structure simplified all these initiatives have resulted in a  
60 increase in sales and good profitability for the group to 
reflect the group’s strategic move into sustainable technology 
and the resultant reorganisation of the business we also 
changed the name of our company during the year to more 
closely reflect the nature of the business as a whole
trading
overall sales in the year were £21657000 2012 £13644000 
and adjusted profit before tax excluding exceptional items 
was £365000 2012 £29000
trading in energy savings and efficiency products increased 
substantially as a result of a pipeline of contracts won by the 
group’s subsidiary minimise limited since acquisition significant 
relationships were developed with one of the foremost 
supermarket chains in the uk wm morrisons supermarkets plc 
and other multiple site companies in total we are pleased to 
report sales of £8951000 2012 £186000 from energy savings 
and efficiency products
sales in our distribution business were £12706000 2012 
£13458000 the reduced sales turnover was a reflection of the 
continuing tight trading conditions that have persisted in the uk 
electronics industry for a number of years although the market 
was difficult through the year we have begun to see signs of 
improvement going into the new year we are especially pleased 
with a recently signed distribution agreement with renesas 
electronics europe gmbh for the supply of nlt technologies 
displays to the uk market this new line and other new 
agreements refresh our product offering and gives us a good 
platform to grow the business as the uk economy recovers
structure
during the year the group acquired the remaining shares it  
did not own in both minimise limited and qv controls limited 
subsequently renamed minimise controls limited after the 
yearend we completed the acquisition of the remaining 10 
of shares in minimise energy limited not previously owned by 
the company allowing us to adopt the name minimise energy 
as the branding for the cleantech side of our business as the 
final element of our strategic restructuring we have merged 
the activities of minimise limited and minimise energy limited 
as part of the streamlining process
we also acquired 25 of the share capital of invisible systems 
limited a ukbased energy monitoring and management systems 
provider during the year this acquisition helps ensure that our 
current offering of energy efficiency and management products  
is market leading and meets the expectations of our customers
following the year end we also established a joint venture 
operation in the united states minimise energy americas llc 
we believe this operation will enable us to address the 
significant market for smart energy saving products and 
services that exists in north and south america
liquidity
in june we were pleased to complete an institutional placing 
that raised £3000000 enabling us to complete the necessary 
acquisitions during the year we ended the year with net cash  
of £1048000 2012 net debt £1028000 reflecting the fund 
raising and improved trading in the business
dividend
the board has reviewed the company’s dividend policy and 
whilst it considers it desirable to pay dividends in the long term  
it has concluded that currently a greater return can be made to 
shareholders by investing available funds in the numerous 
opportunities that exist to grow the business therefore the 
board does not recommend a dividend for 2013 2012 £nil
board of directors
there were a number of changes to the board during the year 
with will david stepping down and tessa laws and myself 
being elected in january 2013
future
we are optimistic that 2014 will see continued growth in the 
minimise energy business the establishment of our joint 
venture in miami minimise energy americas is just one of the 
ways we are opening new opportunities and new markets for 
the group in addition the distribution business is well placed  
to exploit the recent improvement in the uk market place
i would like to take this opportunity to publicly acknowledge and 
thank our partners management staff and advisors without 
whom our success this year would not have been achievable and 
without whom 2014 would not be as we anticipate
leonard seelig
chairman
6 december 2013
cha irm an’s 
st atement