16043 1062009 proof 10
metalrax group plc
annual report for the year ended 31 december 2008
stock code mrx
metalraxspecialist
 registered ofﬁ ce
ardath road kings norton
birmingham b38 9pn
tel 0121 433 3444
fax 0121 433 3325
website wwwmetalraxgroupcouk
email infometalraxgroupcouk
registered in england 793639
niche
innovative
customer focused
 metalrax group plc make and supply specialist 
steel products worldwide operating in niche 
markets with significant barriers to entry
metalrax group plc  annual report for the year ended 31 december 2008
wwwmetalraxgroupcouk metalrax group plc  annual report 2008 16043 1062009 proof 10
metalrax group plc
annual report for the year ended 31 december 2008
stock code mrx
metalraxspecialist
 registered ofﬁ ce
ardath road kings norton
birmingham b38 9pn
tel 0121 433 3444
fax 0121 433 3325
website wwwmetalraxgroupcouk
email infometalraxgroupcouk
registered in england 793639
niche
innovative
customer focused
 metalrax group plc make and supply specialist 
steel products worldwide operating in niche 
markets with significant barriers to entry
metalrax group plc  annual report for the year ended 31 december 2008
wwwmetalraxgroupcouk metalrax group plc  annual report 2008 16043 1062009 proof 10
 in pursuit of its strategy the group completed one 
acquisition three disposals and three closures during 
the course of 2008 additionally three businesses 
were consolidated into other existing operations 
 the £32m acquisition of post glover lifelink pgl 
takes us into the growing market for the supply of 
specialist medical equipment perfectly fitting the 
group’s strategic criteria 
 the closure and disposal programme for noncore 
businesses has moved apace the group started 2008 
with twentyone operating businesses and finished 
the year with thirteen 
 the group has also successfully refocused 
its consumer durables division through the 
consolidation of its rta wineracks business into gw 
international and by relocating its samuel groves 
operation 
 during 2008 significant operational progress 
was made across both divisions through the 
strengthening of management competencies and 
through the restructuring of the executive board 
and the divisional organisation 
 move to aim in june 2008 thereby lowering 
compliance costs and enabling the more efficient and 
costeffective executive of restructuring activities
current economic conditions reaffirm the need for the 
group’s repositioning into growing defensible niche sectors 
in line with the january 2008 strategic review
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
operational highlights
our values
  metalrax group plc is focused on delivering 
long term and sustainable growth and return on 
investment through a process of intelligent strategic 
management the company bases its approach 
around these five core group values 
• achievement 
• innovation
• commitment
• customer satisfaction
• empowerment
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
85
 gw international
formerly george wilkinson burnley and 
microwise cookware  
progress works elm street 
burnley lancashire bb10 1pb
tel 01282 415511   fax 01282 433112
‘progress’ consumer bakeware kitchen tools 
and gadgets
‘microwise’ microwave cookware
mrx china limited
enquiries to gw international
rta 
station road great ryburgh 
fakenham norfolk nr21 0dx
tel 01328 829292   fax 01328 829667
wood and metal wine racks
innovative kitchen products
bathroom furniture
samuel groves
station road langley green 
oldbury birmingham b69 4ly
tel 0121 569 7900  fax 0121 569 7901
‘mermaid‘ bakeware and cookware
‘longlife‘ catering equipment
advanced handling
northfields industrial estate
market deeping peterborough pe6 8ld
tel 01778 345365   fax 01778 341654
providing integrated handling solutions 
commercial bearings
bordesley green road birmingham b9 4tp
tel 0121 766 1370   fax 0121 773 8238
industrial bearings
cooper coated coil
units 38  39 planetary industrial estate
wednesfield wolverhampton wv13 3xb
tel 01902 864422   fax 01902 864412
surface coated metals
hidrosib sa
sibiu romania
enquiries to metalrax group plc 
engineering and manufacturing facilities
metalrax storage
bordesley green road birmingham b9 4tp
tel 0121 772 8151   fax 0121 772 6135
storage systems shelving and roller conveyor 
systems
post glover lifelink
167 gap way erlanger 
ky 41018 united states
tel 001 8592835900 
fax 001 8593726272
complete line of patient safety equipment
premier stairways
unit 300 catesby park eckersall road 
kings norton birmingham b38 8se
tel 0121 451 1212   fax 0121 451 1220
architectural metalwork
sections and tubes
hall street west bromwich 
west midlands b70 7dw
tel 0121 553 2721   fax 0121 500 5002
cold rolled metal sections
toolspec
sedgwick road luton bedfordshire 
lu4 9dt
tel 01582 572626   fax 01582 596891
tube manipulation and assemblies
weston body hardware
crossgate road 
park farm industrial estate
redditch worcestershire b98 7sn
tel 01527 516060   fax 01527 526060
locks handles latches and ancillary products
group operations
advisers
consumer durables specialist engineering
our business our governance our accounts
 auditors
deloitte llp
four brindleyplace
birmingham 
b1 2hz
financial advisers
n m rothschild  sons
67 temple row
birmingham 
b2 5ls
and 
arden partners
nicholas house
3 laurence pountney hill
london
ec4r 0eu
solicitors
eversheds llp
115 colmore row
birmingham 
b3 3al
principal bankers
the royal bank of scotland
2 st philips place
birmingham 
b3 2rb
hsbc bank plc
130 new street
birmingham
b2 4ju
registrars
computershare investor services plc
p o box 82
the pavilions
bridgwater road
bristol 
bs99 7nh
dedicated shareholder enquiries
0870 707 1179
financial pr
hogarth partnership
no 1 london bridge
london
se1 9bg
brokers
arbuthnot securities
20 ropemaker street
london 
ec2y 9ar
to 11 january 2008
arden partners
nicholas house
3 laurence pountney hill
london
ec4r 0eu
remuneration consultants
mercers limited
tower place
london
ec3r 5bu
1
2
stock code mrx metalrax group plc  annual report 2008
 contents
highlights  01  
buisness at a glance 02  
chairman’s statement  04 
chief executive’s review  06  
financial review  14
operating environments risks and uncertainties  18
board of directors 20    
senior management team  21  
report of the directors  22  
corporate governance  24
corporate social responsibility 28  
directors’ remuneration report  30  
report of the independent auditors  33  
consolidated income statement  37  
statements of recognised income and expense  38  
consolidated balance sheet  39  
company balance sheet  40  
cash flow statements  41  
accounting policies  42  
notes to the accounts  50  
shareholder information  79  
five year record  80  
notice of meeting  81  
group operations and adviser 85  
the group operates through two distinct divisions
1 specialist engineering     2 consumer durables 16043 1062009 proof 10
 in pursuit of its strategy the group completed one 
acquisition three disposals and three closures during 
the course of 2008 additionally three businesses 
were consolidated into other existing operations 
 the £32m acquisition of post glover lifelink pgl 
takes us into the growing market for the supply of 
specialist medical equipment perfectly fitting the 
group’s strategic criteria 
 the closure and disposal programme for noncore 
businesses has moved apace the group started 2008 
with twentyone operating businesses and finished 
the year with thirteen 
 the group has also successfully refocused 
its consumer durables division through the 
consolidation of its rta wineracks business into gw 
international and by relocating its samuel groves 
operation 
 during 2008 significant operational progress 
was made across both divisions through the 
strengthening of management competencies and 
through the restructuring of the executive board 
and the divisional organisation 
 move to aim in june 2008 thereby lowering 
compliance costs and enabling the more efficient and 
costeffective executive of restructuring activities
current economic conditions reaffirm the need for the 
group’s repositioning into growing defensible niche sectors 
in line with the january 2008 strategic review
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
operational highlights
our values
  metalrax group plc is focused on delivering 
long term and sustainable growth and return on 
investment through a process of intelligent strategic 
management the company bases its approach 
around these five core group values 
• achievement 
• innovation
• commitment
• customer satisfaction
• empowerment
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
85
 gw international
formerly george wilkinson burnley and 
microwise cookware  
progress works elm street 
burnley lancashire bb10 1pb
tel 01282 415511   fax 01282 433112
‘progress’ consumer bakeware kitchen tools 
and gadgets
‘microwise’ microwave cookware
mrx china limited
enquiries to gw international
rta 
station road great ryburgh 
fakenham norfolk nr21 0dx
tel 01328 829292   fax 01328 829667
wood and metal wine racks
innovative kitchen products
bathroom furniture
samuel groves
station road langley green 
oldbury birmingham b69 4ly
tel 0121 569 7900  fax 0121 569 7901
‘mermaid‘ bakeware and cookware
‘longlife‘ catering equipment
advanced handling
northfields industrial estate
market deeping peterborough pe6 8ld
tel 01778 345365   fax 01778 341654
providing integrated handling solutions 
commercial bearings
bordesley green road birmingham b9 4tp
tel 0121 766 1370   fax 0121 773 8238
industrial bearings
cooper coated coil
units 38  39 planetary industrial estate
wednesfield wolverhampton wv13 3xb
tel 01902 864422   fax 01902 864412
surface coated metals
hidrosib sa
sibiu romania
enquiries to metalrax group plc 
engineering and manufacturing facilities
metalrax storage
bordesley green road birmingham b9 4tp
tel 0121 772 8151   fax 0121 772 6135
storage systems shelving and roller conveyor 
systems
post glover lifelink
167 gap way erlanger 
ky 41018 united states
tel 001 8592835900 
fax 001 8593726272
complete line of patient safety equipment
premier stairways
unit 300 catesby park eckersall road 
kings norton birmingham b38 8se
tel 0121 451 1212   fax 0121 451 1220
architectural metalwork
sections and tubes
hall street west bromwich 
west midlands b70 7dw
tel 0121 553 2721   fax 0121 500 5002
cold rolled metal sections
toolspec
sedgwick road luton bedfordshire 
lu4 9dt
tel 01582 572626   fax 01582 596891
tube manipulation and assemblies
weston body hardware
crossgate road 
park farm industrial estate
redditch worcestershire b98 7sn
tel 01527 516060   fax 01527 526060
locks handles latches and ancillary products
group operations
advisers
consumer durables specialist engineering
our business our governance our accounts
 auditors
deloitte llp
four brindleyplace
birmingham 
b1 2hz
financial advisers
n m rothschild  sons
67 temple row
birmingham 
b2 5ls
and 
arden partners
nicholas house
3 laurence pountney hill
london
ec4r 0eu
solicitors
eversheds llp
115 colmore row
birmingham 
b3 3al
principal bankers
the royal bank of scotland
2 st philips place
birmingham 
b3 2rb
hsbc bank plc
130 new street
birmingham
b2 4ju
registrars
computershare investor services plc
p o box 82
the pavilions
bridgwater road
bristol 
bs99 7nh
dedicated shareholder enquiries
0870 707 1179
financial pr
hogarth partnership
no 1 london bridge
london
se1 9bg
brokers
arbuthnot securities
20 ropemaker street
london 
ec2y 9ar
to 11 january 2008
arden partners
nicholas house
3 laurence pountney hill
london
ec4r 0eu
remuneration consultants
mercers limited
tower place
london
ec3r 5bu
1
2
stock code mrx metalrax group plc  annual report 2008
 contents
highlights  01  
buisness at a glance 02  
chairman’s statement  04 
chief executive’s review  06  
financial review  14
operating environments risks and uncertainties  18
board of directors 20    
senior management team  21  
report of the directors  22  
corporate governance  24
corporate social responsibility 28  
directors’ remuneration report  30  
report of the independent auditors  33  
consolidated income statement  37  
statements of recognised income and expense  38  
consolidated balance sheet  39  
company balance sheet  40  
cash flow statements  41  
accounting policies  42  
notes to the accounts  50  
shareholder information  79  
five year record  80  
notice of meeting  81  
group operations and adviser 85  
the group operates through two distinct divisions
1 specialist engineering     2 consumer durables metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
01
our business our governance our accounts
16043 12062009 proof 10
revenues up 66 to £748m 2007 £702m from 
continuing activities 
 the group generated £20m of operating profit 
before exceptional items goodwill impairment and 
sharebased payments 2007 £26m from continuing 
activities the group has made a loss for the year of 
£162m 2007 £70m
 gross margin improvement of 14 to 242 2007 
228 from continuing activities
 cash generation from all operations remains strong
at £52m 2007 £65m reducing net debt to £125m 
2007 £126m after the acquisition of post glover 
lifelink for £32m and capital expenditure of £34m 
financial highlights
results in brief
 2008 2008
†
2007 2007
†
continuing total continuing total
activities group activities group
£’m £’m £’m £’m
external revenues 748 1048 702 1186
gross margins 242 216 228 193
operating profit before exceptional items goodwill impairment 
and sharebased payments 20 31 26 32
loss before interest and taxation 14 145 42 90
lossearnings per 5p ordinary share 260p 1355p 184p 583p
adjusted earnings per 5p ordinary share 021p 110p 385p 436p
cash generated from operating activities 18 52 36 65
net debt  125 126
gearing  401 248
dividends paid per 5p ordinary share nil 540p
 exceptional items note 3 are items of income and expenditure that in the judgement of management should be disclosed separately on the basis 
that they are material either by their nature or their size to the understanding of the financial statements and where not to do so would distort the 
comparability of financial performance between periods
†
the results of the total group have been shown above to aid the comparison of those results presented in the 2007 annual report and accounts
continuing revenues £m
66
to £748m
2007 £702m
701
669
702
748
2005 2006 2007 2008
continuing gross 
margins 
14
to 242
2007 £228
2005 2006 2007 2008
242
228
242
continuing operating
proﬁ t before 
exceptional items £m
231
to £20m
2007 £26m
net debt £m
08
to £125m
2007 £126m
2005 2006 2007 2008
49
26
20
2005 2006 2007 2008
17
126 125
39
107 251
16043metalrax aindd   01 17062009   0513 stock code mrx metalrax group plc  annual report 2008
02
16043 12062009 proof 10
business at a glance
“a motivated and talented team 
going from strength to strength”
“innovation and commitment is 
driving our business forward”
16043metalrax aindd   02 17062009   0513 metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
niche innovative customer focused
03
our business our governance our accounts
16043 12062009 proof 10
30
20
10
0
£m
2005
revenue
2006 2007 2008
h1 h2 fy
turnover
consumer durables division
60
50
40
30
20
10
0
2005
revenue
2006 2007 2008
turnover
fy h2 h1
specialist engineering division
 revenues from continuing activities were 
108 to £493m 2007 £445m 
 investment in the key businesses the 
acquisition of post glover lifelink 
divestment and consolidation of noncore 
businesses provide the focal point for the 
progress made in specialist engineering 
during 2008
 post glover lifelink was acquired by 
the group for £32m in january 2008 
and performed ahead of management 
expectations 
 revenues from continuing activities were 
down 08 to £255m 2007 £257m 
 businesses in this division are market 
leaders in bakeware and microwave 
cookware sold in the uk the division’s 
major brands are mermaid long life 
progress rta and microwise 
 this market has remained strong as 
european consumers choose to eat at 
home rather than eat out 
£m
16043metalrax aindd   03 17062009   0513 stock code mrx metalrax group plc  annual report 2008
04
16043 12062009 proof 10
the strategy set out in our strategic review is to build a business 
focused on specialist engineering products occupying niche positions in 
growth markets supported by significant barriers to entry in pursuit of 
this strategy the group completed one acquisition three disposals and 
three closures during the course of 2008 additionally three businesses 
were consolidated into other existing operations as a consequence 
the group started 2008 with twentyone operating businesses and 
finished the year with thirteen since the year end the group has 
disposed of a further business exiting from underperforming sectors 
and the consequent avoidance of further potential losses and cash 
outflows significantly reduces the group’s risk profile 
the £32m acquisition of post glover lifelink pgl takes us into 
the growing market for the supply of specialist medical equipment 
perfectly fitting the strategic criteria outlined above acquired in january 
2008 pgl has exceeded management’ s expectations and significantly 
enhanced its operating profit in the year ended 31 december 2008
the group’s strategic momentum has continued since the year end 
in april 2009 we announced the disposal of bsc diecasting mrx 
china’s operations have also been consolidated into other operating 
businesses in 2009 
results
the resilience of our continuing businesses is demonstrated by their 
success in increasing revenues to £748m 2007 £702m during 
an increasingly difficult year adjusted operating profit before 
exceptional items goodwill impairment and sharebased payments 
was £20m 2007 £26m after exceptional items the group 
incurred a loss before tax and discontinued operations of £22m 
2007 £52m exceptional items including goodwill impairment and 
sharebased payments amounted to £176m 2007 £122m and 
were predominantly associated with the restructuring programme 
with £142m relating to discontinued operations of this £116m 
related to goodwill and asset impairment the group therefore 
incurred a loss after tax of £162m 2007 £70m adjusted group 
earnings per share before exceptional items goodwill impairment 
and sharebased payments were 110p 2007 436p and basic loss 
per share was 1355p 2007 loss of 583p note 8 
chairman’s statement
john crabtree
chairman
“the resilience of our continuing 
businesses is demonstrated by their 
success in increasing revenues to 
£748m 2007 £702m during an 
increasingly difﬁ cult year”
dividend
the group’ s policy is to make dividend payments that are covered 
between 20 and 25 times by its earnings in light of the current 
economic conditions and the group’s performance in 2008 there will be 
no dividend payable in respect of the year ended 31 december 2008
people
the year also saw considerable change to the group’s board as we 
positioned ourselves for growth under a talented and energetic 
new management team as announced in last year’s annual report 
michael stock was appointed as group finance director on 2 april 
2008 succeeding william kelly who resigned by mutual consent on 
15 january 2008 in addition ian paling joined the group as non
executive director on the 4 april 2008 
more recently andrew pearson resigned as nonexecutive director at 
the end of 2008 and john adcock informed the group that he will 
stand down as nonexecutive director following the 2009 annual 
general meeting the board would like to record its thanks to andrew 
pearson and john adcock for their significant contribution to metalrax 
the group’s restructuring alone has created substantial challenges 
for our people but the exceptional conditions presently affecting 
the economy impose additional burdens and discomfort many of 
our employees and other stakeholders have been personally and 
financially compromised by actions to assure the group’s long term 
future our employees have been very supportive and i would like to 
record my thanks and those of the entire board to all involved
outlook 
as announced in march 2009 trading in the first two months 
of 2009 was significantly below the levels experienced in 2008 
although subsequent trading has shown a slight improvement 
against the current economic backdrop visibility of future trading 
levels continues to be very limited and in the directors’ opinion 
there is a wide range of potential outcomes for the group in the 
current financial year although trading has improved slightly during 
the course of 2009 if this trend does not improve further over 
coming months the directors would expect the group’s performance 
in the current year to fall below current market expectations 
in the meantime we will vigorously pursue organic growth 
opportunities within our continuing operations continue to reduce 
costs and focus our business on markets that will deliver longterm 
shareholder value
going concern
the group has commenced refinancing discussions with its bankers to 
secure fully committed facilities whilst these discussions are significantly 
progressed at the time of signing the accounts they had not yet been 
finalised but i look forward to updating shareholders appropriately 
in due course further details of the group’s liquidity position and 
going concern are given in the financial review and note 1 to the 
financial statements
jra crabtree
chairman
15 june 2009
16043metalrax aindd   04 17062009   0513 metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
niche innovative customer focused
05
our business our governance our accounts
16043 12062009 proof 10 16043metalrax aindd   05 17062009   0513 stock code mrx metalrax group plc  annual report 2008
06
16043 12062009 proof 10
strategy objectives and actions
the key strategic objectives for the year announced by the group 
were to stop losses and exit noncore businesses to turnaround 
and strengthen the strategic focus of existing core businesses and 
to further progress the acquisition strategy on businesses in target 
growth sectors
though the current economic situation has not fundamentally 
altered the underlying strategy it has impacted the group’s tactics 
and approach in a number of ways most apparent has been the 
acceleration of the closure and disposal programme for noncore 
businesses which has moved apace however the inability to 
maximise asset sales caused by weak market conditions has brought 
challenges of its own the overall result has been a significantly 
increased focus on cash conservation and cost reduction in lieu of 
business acquisitions 
despite the factors described above the overall strategic goals of the 
group remain to
n be a specialist engineering group
n focus on businesses that operate in niche markets have 
significant growth potential and barriers to entry and that can 
each be expected to contribute meaningful profits and
n pursue organic growth and increased margins by focussing on 
innovation in products services and distribution
chief executive’s review
andrew richardson
chief executive
“current economic conditions reafﬁ rm 
the need for the group’s repositioning 
into growing defensible niche sectors 
in line with the january 2008 strategic 
review”
strategic achievements to date include the acquisition of us based 
pgl a world leading manufacturer of isolated electrical power 
systems and electric raceways for the medical laboratory and 
educational sectors acquired in january 2008 for £32m pgl has 
exceeded management’s expectations and significantly enhanced its 
operating profit in the year ended december 2008 
the group has also successfully refocused its consumer durables 
division through the consolidation of its rta wineracks business into 
gw international and by relocating its samuel groves operation to 
reduce costs and altering the focus of its business model 
specific accomplishments of the specialist engineering division 
include the streamlining of the group’s coating operation through 
the consolidation of its fabricote businesses into cooper coated 
coil the closure of three construction sector dependent businesses 
makespace mezzanine floors down and francis and stackright 
building systems and the stabilisation of the remaining construction 
sector reliant premier stairways business 
all high volume automotive operations were exited during 2008 
including the sale of bacol fine blanking mrx automotive and the 
welland distribution businesses as well as this the group ceased 
automotive manufacturing in romania
alongside all these activities the group’s net borrowings at the end of 
the year were £125m 2007 £126m despite having acquired pgl 
for £32m cash generated in 2009 from business and property sales 
amounted to £12m
the group also transferred its listing from the main market to 
aim on the 25 june 2008 thereby lowering compliance costs 
and enabling the more efficient and costeffective execution of 
restructuring activities
16043metalrax aindd   06 17062009   0513 metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
niche innovative customer focused
07
our business our governance our accounts
16043 12062009 proof 10
case study
cooper coated coil
during 2008 the relocation and fit out of cooper coated coil 
ccc began in earnest the £50m expansion project which was 
agreed upon following the integration of the former fabricote 
business in 2006 involved the commission of what is believed to 
be the world’s widest and fastest high temperature coil coating 
line providing additional speed and flexibility as well as the ability 
to handle much larger coils 
 
the new line has been installed at the company’s 32000 sqft 
fully refurbished and reorganised premises at wednesfield in 
wolverhampton where operations have already been transferred  
a further relocation and upgrading of ccc’s finishing operation 
to an additional building on the wolverhampton site is also under 
consideration
 
the integration and expansion of the business is expected to lead 
to cost savings space consolidation reduction of manufacturing 
lead times and improvement in operating efficiencies the 
iso14001 accredited business has also ensured that a stateof
theart environmental abatement scheme is in place in the form 
of an innovative heat recycling process what’s more energy 
consumption is expected to be reduced once the commissioning 
process is fully complete
 
the investment has reinforced the capital intensive equipment 
and intellectual property of a process that already possesses high 
barriers to entry as a result the company has begun to develop a 
broad range of new and existing markets including the export of 
product to china and its predominantly housewares and kitchen 
appliancebased markets 
16043metalrax aindd   07 17062009   0513 stock code mrx metalrax group plc  annual report 2008
08
16043 12062009 proof 10
chief executive’s review
review of 2008 performance
2008 was a year of substantial change and also saw the onset of the 
current financial crisis despite this for the year ended 31 december 
2008 the group reports revenues of £748m 2007 £702m from 
continuing activities
adjusted operating profit before exceptional items goodwill 
impairment and sharebased payments was £20m 2007 £26m 
after exceptional items the group incurred a loss before tax and 
discontinued operations of £22m 2007 loss of £52m losses 
from discontinued operations amounted to £131m 2007 £48m 
reflecting losses in the year and writedown in asset values as 
explained in the financial review resulting in a group loss for the 
year of £162m 2007 loss of £70m
group adjusted earnings per share before exceptional items were 
110p 2007 436p and basic losses per share were 1355p 2007 
losses of 583p further details are shown in note 8
net debt at 31 december 2008 stood at £125m 31 december 2007 
£126m representing gearing of 401 2007 248
the 2008 results are reported in line with the simplified divisional 
structure implemented during the year which comprises two divisions 
— consumer durables and specialist engineering
during 2008 significant operational progress was made across both 
divisions through the strengthening of management competencies 
and through the restructuring of the executive board and the 
divisional organisation we have also focused on developing and 
strengthening subsidiary managing directors which will facilitate 
the group’s ongoing progress and further development of other 
senior staff has commenced focused investment is now being 
undertaken in sales and marketing to drive local growth initiatives 
the repositioning of the group as outlined in my strategic review in 
january last year has made great strides with the acquisition of post 
glover lifelink and the disposal by closure or sale of six trading 
entities during the year and one since the year end
consumer durables
revenues from continuing activities were down 08 to £255m 
2007 £257m
operating profit before exceptional items was down 250 to £15m 
2007 £20m operating profit after exceptional items has increased 
to £05m 2007 loss of £02m as a result of lower exceptional items 
in the period
businesses in this division are market leaders in bakeware and 
microwave cookware sold in the uk the division’s major brands 
are mermaid long life progress rta and microwise in november 
2008 rta won a trade award — “innovative product of the year” 
for rta eco chef chopping boards made from recycled cardboard 
financial performance of this division was adversely affected by the 
weakening of sterling against the us dollar in the second half of the 
year increased steel prices in the latter part of 2008 and the start of 
2009 also affected shortterm margins this division also has potential 
exposure to retail business failures evidenced by the rapid demise of 
woolworths which was a major customer however management 
has minimised the risks of bad debts through careful credit control 
in addition the professional catering market has been affected by 
the downturn in investment by hotels pubs and restaurants across 
the uk 
however the largest part of the division’s sales and margin comes 
from bakeware this market has remained strong as european 
consumers choose to eat at home rather than eat out as well as 
being motivated by the economic conditions an increased awareness 
of healthy eating is encouraging consumers to return to home 
cooking instead of convenience foods these products are ‘need 
to have’ rather than ‘nice to have’ the main adverse impact of the 
recession on bakeware products is in the uk where retailers have 
focused on lower margin promotions our response to this includes 
operational efficiency improvements enabled by the higher volume 
nature of such promotions
a number of structural changes and investments were made to our 
consumer durables businesses during the year
n samuel groves our catering equipment business was relocated 
at the end of the year to new premises and remodelled reducing 
operating and logistics costs the relocation was completed in 
january 2009 enabling its management now to concentrate 
on sales growth based around a more clearly focused product 
range with high levels of service already being delivered to the 
customer 
n our wine rack business rta has transferred its administration 
warehousing and distribution functions to the gw international 
site reducing costs and improving economies of scale in terms of 
customer support 
n gw international 69
n samuel groves 19
n rta wine racks 12
consumer durables
revenue 2008
16043metalrax aindd   08 17062009   0513 metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
niche innovative customer focused
09
our business our governance our accounts
16043 12062009 proof 10
the sales team across the division now has a wider range of products 
to sell to the existing customer base to create more opportunities 
we introduced exclusive teflon
®
 bakeware made in china in a 
worldwide exclusive arrangement negotiated with du pont with 
the first shipments made to lakeland limited in september 2008 
further new product developments included the introduction of 
the annabel karmel licensed children’s bakeware range annabel 
karmel is a world renowned specialist in advice and reassurance 
to parents with children under 10 moving into 2009 we plan to 
continue with further investment on automated processes in our 
bakeware manufacture to improve our competitive position tooling 
developments are underway in china to meet international customer
specific demands for bakeware development
2009 has begun with margins in this division still under pressure from 
the effects of the weakened sterling and the impact of rising steel 
prices although actions are ongoing to pass on these price increases 
wherever possible whilst retaining the goodwill of our customers 
who are increasingly focused on promotions to create market share
the mediumterm outlook is favourable as our investments and 
actions are aimed at producing progressive improvements to take 
advantage of the current trading climate and establish future profit 
improvements
specialist engineering
revenues from continuing activities were up 108 to £493m 
2007 £445m
operating profit before exceptional items and goodwill impairment 
was up 810 to £38m 2007 £21m operating profit after 
exceptional items and goodwill impairment has increased to £22m 
2007 loss of £25m as a result of lower exceptional items in the 
period
investment in the key businesses the acquisition of post glover 
lifelink divestment and consolidation of noncore businesses 
provided the focal point for the progress made in specialist 
engineering during 2008 
investment in new capital equipment at cooper coated coil ccc 
allowed the consolidation of ccc with its sister company fabricote 
to be completed this investment programme has given us the most 
efficient coil coating bakeware line in the world ccc now has the 
largest market share of precoated metal for the bakeware market 
within the european community aggressive financial targets were 
met allowing the business to double its profitability compared with 
the previous year the business commenced the supply of coil coated 
products to china for resale back to europe during 2008 the market 
for this business has remained reasonably strong during 2008 and 
early 2009 as european consumers move towards home cooking 
motivated by the economic conditions and increased awareness of 
healthy eating benefits
post glover lifelink which was acquired by the group for £32m in 
january 2008 performed ahead of management expectations pgl 
which is based in northern kentucky supplies medical electrical and 
safety equipment and is an increasingly strong force within its domestic 
and export markets the business was successfully integrated into the 
group and showed strong sales and profit growth under metalrax’s 
first year of ownership investments have been made in new product 
development restructuring of manufacturing operations and export 
growth whilst some of the benefits of these investments were seen in 
2008 further benefits will come through in 2009 these benefits will 
help counteract the effects of the us recession from which pgl and its 
market are sheltered but not unaffected
weston body hardware is a specialist full service light assembly 
business focused on access control systems it was impacted by 
the recession from q4 2008 and this has continued into early 
2009 however management are forecasting recovery in the 
second half of 2009 following new trading agreements in europe 
and will focus on developing opportunities in ‘green energy 
generating systems’ and medical assembly
toolspec is recognised as a specialist fabricator to the global vehicle 
market although the customer base is dominated by offhighway 
and specialist vehicle manufacturers management dealt swiftly and 
effectively with the sudden downturn within this sector in late 2008 
the business also secured orders to provide chassis components for 
the new jaguar xj vehicle to be launched in q4 2009 the business is 
now well placed for a recovery in vehicle volumes
metalrax storage launched a major drive in 2008 to increase market 
share through more focused marketing and sales activity this 
culminated in securing two prestigious projects as well as a major 
uk government framework agreement the market for its products 
declined sharply in q4 2008 and underlying market demand in early 
2009 remains poor however the business has retained its major 
retail customers some of which are continuing to increase the 
number of store refits during 2009 
n copper coated coil 35
n advance handling 5
n commercial bearings 3
n metalrax storage 10
n premier stairways 6
n sections  tubes 5
n toolspec 12
n weston body hardware 14
n post glover lifelink 8
n mrx romania 2
specialist engineering 
revenue 2008
16043metalrax aindd   09 17062009   0514 stock code mrx metalrax group plc  annual report 2008
10
16043 12062009 proof 10
sections  tubes manufactures rolled steel sections for uk 
manufacturers including metalrax storage such manufacturers were 
impacted by the recessionary climate during 2008 and early 2009 
management has concentrated on reducing costs whilst developing 
the skills of the workforce to increase flexibility and make the 
changes demanded by the marketplace
advanced handling offers bespoke materials handling solutions 
mainly to the uk market it launched a significant new product 
during 2008 — a specialist elevator for mezzanine floors the 
business enjoyed growth in its niche products and new market 
sectors offsetting the decline in the sales of standard products due to 
price pressures which have continued into 2009 as a result of this 
change in product mix sales remained static in 2008 with increased 
margins the business is increasing its marketing emphasis to 
generate further sales into the healthcare nuclear military and food 
processing applications
premier stairways which was loss making in 2008 is now half way 
through a recovery programme its market for specialist architectural 
metalwork declined in the second half of 2008 specifically in the 
private housing public housing office and industrial sectors premier 
appointed a new managing director in late 2008 and now has a 
growing order bank and consistent factory throughput it is focussing 
on building a solid and sustainable key customer base and improving 
factory productivity and customer service 
a decline in demand at our commercial bearings business led to 
restructuring activity to reduce costs this has proved insufficient 
to offset the drop in sales the business is being run for cash 
while attempts are made to secure a sale of the business as a 
going concern
discontinued businesses
the strategy of the group since january 2008 has been to stop 
losses and exit all nonstrategic businesses this strategy has proven 
even more appropriate as the economic environment has continued 
to deteriorate a number of closures and disposals have been 
accelerated where markets have turned down very sharply or where 
there has been risk of significant cash costs such as bad debts or 
future closure costs arising from continuing operations
revenues for discontinued businesses for year ended 31 december 
2008 were £300m 380 behind the prior year 2007 £484m 
losses after exceptional items and goodwill impairment relating to these 
businesses amounted to £131m 2007 £48m
bacol fine blanking traded in metalrax ownership until february 
2008 when it was sold to rical limited the business generated an 
operating profit of £10m from the beginning of the year until the 
point of sale as a result of innovative management actions taken 
prior to transferring ownership 
down  francis traded until june 2008 when it was closed the 
operating loss in 2008 prior to closure was £02m 
mrx automotive formerly bacol industries kenham tools and 
pressings and prescott powell traded under metalrax ownership until 
december 2008 when it was sold to sertec birmingham limited it 
generated an operating profit of £19m until the point of sale we 
do not believe that it would have traded profitably in 2009 the 
significant costs of future closure were avoided by the disposal of 
this business 
stackright building systems suffered dramatically as a result of the 
downturn in the construction sector it started the year strongly but 
was heavily exposed to price sensitive rental markets the business 
traded until december 2008 when it was closed the operating 
loss in 2008 was £09m which rose to £50m primarily goodwill 
impairment of £36m and closure costs of £05m
welland traded under metalrax ownership until december 2008 
when it was sold to a local businessman the business generated a 
small operating profit until the point of sale but exceptional costs on 
disposal reduced this to a loss of £02m 
makespace mezzanine floors was hit by cost pressures and bad debts 
within the construction downturn it traded until december 2008 
when it was closed the operating loss in 2008 was £03m which 
rose to £06m with closure costs
bsc diecasting was hit by the downturn in volumes within 
automotive and brewery trades it traded until april 2009 when it 
was sold the operating profit was £nil in 2008 with exceptional asset 
impairment charges of £06m potential closure costs of £05m were 
avoided by the disposal
the group retained the freehold properties from the business 
operations of bacol fine blanking mrx automotive welland and 
bsc diecasting these properties are expected to generate rental 
incomes and will be available for disposal as and when appropriate 
we have subsequently sold the freehold property relating to 
makespace mezzanine floors and stackright building systems the 
freehold property formerly occupied by samuel groves has been 
retained and is currently being marketed for sale along with other 
vacant properties
exceptional items
exceptional items in 2008 totalled £176m 2007 £122m and 
were predominantly associated with the restructuring programme 
described above with £142m 2007 £54m relating to discontinued 
operations of the £176m charge £116m is noncash relating to 
goodwill and asset impairment further details about exceptional 
items is given in the financial review and in note 3 to the accounts 
chief executive’s review
16043metalrax aindd   10 17062009   0514 metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
niche innovative customer focused
11
our business our governance our accounts
16043 12062009 proof 10
case study
post glover lifelink
post glover lifelink pgl which became part of metalrax group 
plc at the beginning of 2008 is a world leading manufacturer of 
isolated electrical power systems and electrical raceways for the 
medical laboratory and educational sectors and is the number two 
supplier in each of its primary product markets
in 2008 pgl shipped or installed over 1270 orders whilst achieving 
an exemplary overall ontime delivery performance of 98 pgl’s 
quality rating during this period was also an impressive 95 
with statistics like these achieved post acquisition and during the 
integration period pgl is already proving to be a valued member 
of the metalrax group of companies the business is recognised as 
“one of the best in its field” by the american society of healthcare 
engineers ashe national fire protection association nfpa and 
the national electrical code authority nec during 2008 pgl 
again achieved preferred supplier standing from general electric 
a well deserved achievement for the company’s highly dedicated 
team of employees and a great source of pride for metalrax group 
president judy kathman is relentlessly committed to the pursuit 
of excellence at pgl her team is also dedicated to providing the 
highest quality customer service the reward for which is a loyal 
customer base including the top four electrical packagers in north 
america – general electric eaton siemens and square d and the 
largest hospital purchasing organizations in the us
as well as supporting existing patient critical environments 
with their renowned suite of products the company recognises 
continuous innovation in power safety is essential for long 
term growth in 2008 pgl released a number of new products 
expanding their laboratory power system lps product line 
enhancing their line isolation monitor suite of products and 
introducing limconnect® software to provide true connectivity 
of all line isolation monitors over a facility’s standard ethernet 
network infrastructure 
16043metalrax aindd   11 17062009   0514 stock code mrx metalrax group plc  annual report 2008
12
16043 12062009 proof 10
people 
since the company embarked on implementing its new strategy 
substantial management changes have taken place and we have 
invested significantly in people development amongst our continuing 
and new employees this programme includes indepth reviews of 
personal strengths development opportunities goals and objectives 
future development in 2009 will focus on commercial skills and 
strategies designed to support growth of profitable sales during 
the recession all efforts are focused on building a strong and 
decentralised group of companies
during 2008 the number of divisional chief executives was reduced 
from four to two reflecting the restructuring of our businesses and 
the reduced number of operating subsidiaries
the executive committee now comprises four executives group 
chief executive andrew richardson group finance director michael 
stock chief operating officer mike smith who is now responsible 
for both our specialist engineering and consumer durables 
divisions and director of corporate development caroline green 
who is responsible for implementing business and asset disposals 
acquisitions and corporate finance
working capital
working capital remains a key area of focus for management 
throughout 2008 inventory reduced by £21m and trade and other 
receivables reduced by £58m primarily as a result of the business 
closure and sale programme working capital in the continuing 
businesses declined slightly notwithstanding the growth achieved by 
those businesses further detail is provided in the financial review 
current trading and prospects
current economic conditions reaffirm the need for the group’s 
repositioning into growing defensible niche sectors in line with 
the january 2008 strategic review and we anticipate 2009 being a 
challenging year
the directors announced in march 2009 that trading in the first two 
months of 2009 was significantly below the levels experienced in 
2008 although subsequent trading has shown a slight improvement 
however against the current economic backdrop visibility of future 
trading levels remains very limited and in the directors’ opinion 
there remains a wide range of potential outcomes for the group in 
the current financial year although trading has improved slightly 
during the course of 2009 if this trend does not improve further over 
coming months the directors would expect the group’s performance 
in the current year to fall below current market expectations
the group has the benefit of having significantly reduced its exposure 
to the automotive and construction markets since the beginning of 
2008 however parts of the group remain exposed to these sectors 
the group has also moved into some market sectors related to british 
government spending these market sectors now pose new risk 
due to the state of public finances in the uk the lower technology 
businesses face continuing pressures on top line and margins our 
commercial catering business remains under pressure due to the lack 
of investment in hotels restaurants and pubs
however there are a number of bright spots within our portfolio 
of businesses the technologyled businesses within the specialist 
engineering division such as cooper coated coil and post glover 
lifelink possess proprietary technology and supply into defensible 
market sectors the market for post glover lifelink’s medical 
products in north america is defensible as are its export markets 
mainly in the middle east the european domestic bakeware market 
also remains strong as consumers have switched from dining out to 
lower cost and healthier home cooking options this is the largest 
market for our consumer durables business and it is also a significant 
sales driver for cooper coated coil’s specialist steel coating products 
central and legacy costs have been a financial burden to the group 
however as the group reduces in complexity and reaches the final 
stages of its restructuring processes it will be possible to reduce 
many of these costs the benefits of these savings will start to appear 
in 2009 and will take on greater significance in 2010 
bank borrowings and overdrafts at the end of 2008 were at £125m 
2007 £120m during the first quarter of 2009 borrowings 
increased as announced in march 2009 however the directors 
have instituted measures to preserve cash which have resulted in 
borrowings reducing to a seasonal norm 
the group has enjoyed the benefit of an unencumbered balance 
sheet and wellpriced borrowing facilities for many years however 
the current financing climate means that it is necessary for the group 
to negotiate new secured and committed refinancing the directors 
look forward to announcing progress with these negotiations in 
due course further details are provided in the financial review and 
note 1 to the financial statements
in the shortterm the priority of the board is to focus assiduously on 
cash conservation and cost reduction creating the financial stability 
that will enable us to press ahead with our strategic plans
aj richardson
chief executive
15 june 2009
chief executive’s review
16043metalrax aindd   12 17062009   0514 metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
niche innovative customer focused
13
our business our governance our accounts
16043 12062009 proof 10 16043metalrax aindd   13 17062009   0514 stock code mrx metalrax group plc  annual report 2008
14
16043 12062009 proof 10
financial review
results summary
the results have been prepared under international financial 
reporting standards “ifrs” 
the consolidated income statement reports the revenue and 
operating income and expenditure of the group’s continuing 
businesses the ongoing turnaround of the group has resulted in 
a number of businesses being closed or disposed in the year under 
review the trading results of the closed businesses that have been 
closed or sold are reported separately as discontinued operations at 
the base of the income statement the above summary of results 
compares the group’s continuing and discontinued results in 2008 to 
that previously reported in 2007
revenues
revenue from continuing activities for the year ended 31 december 
2008 at £748m were 66 ahead of the prior year 2007 £702m 
total external revenues for the group were £1048m 2007 
£1186m further details of the divisional performances are set out in 
the chief executive’s review and note 2 of the financial statements
operating profitloss
operating profits from continuing businesses before exceptional 
items and sharebased payments at £20m 2007 £26m were in line 
with the revised market expectations operating losses for continuing 
businesses before taxation were £14m 2007 loss of £42m
cash generation
the group has continued to focus on working capital management 
and cost control during the period the cash outflow on discontinued 
activities represents the cash cost of reorganisation and the 
experienced downturn in trade prior to closure or disposal of these 
businesses total cash generated from operations was £52m 2007 
£65m of this £18m was generated from continuing operations 
2007 £36m
exceptional items
the group has incurred significant oneoff exceptional costs 
including goodwill impairment and sharebased payments in 2008 
totalling £176m 2007 £122m the vast majority of this total 
was incurred in respect of discontinued businesses £142m as the 
group continued to implement its strategy to reposition its focus on 
businesses that operate in niche markets have significant growth 
potential and barriers to entry and that can be expected to contribute 
meaningful cash and profits of the £176m of exceptional items 
incurred in 2008 £113m relates to noncash items resulting from 
the impairment of assets prior to business closure or disposal and to 
impairment of goodwill and the charge for the ifrs2 share option 
expense 
the types of exceptional items incurred can be broadly categorised 
into the following types
n reorganisation costs incurred in restructuring various elements of 
the group has resulted in a £44m charge to exceptional items 
2007 £89m
 year to 31 december 2008 year to 31 december 2007
 continuing discontinued total continuing discontinued total
 £’m £’m £’m £’m £’m £’m
external revenues 748 300 1048 702 484 1186
operating profit before exceptional items 20 11 31 26 06 32
exceptional items 34 142 176 68 54 122
operating loss after exceptional items 14 131 145 42 48 90
cash generation from operations 18 34 52 36 29 65
   dis   cash cash to cash to
  continuing continued total  spent be spent be spent
 2007 2008 2008 2008 noncash 2008 2009 2010
exceptional it ems £’m £’m £’m £’m £’m £’m £’m £’m
property profits 15 — — — — — — —
reorganisation costs 89 13 31 44 — 23 16 05
romanian losses 07 05 — 05 — — 05 —
asset impairments 22 03 50 53 53 — — —
onerous lease costs — — 14 14 — — 02 12
property devaluation — 03 — 03 03 — — —
losses on contracts 19 — — — — — — —
total exceptional items 122 24 95 119 56 23 23 17
goodwill impairment — 08 47 55 55 — — —
share options — 02 — 02 02 — — —
total 122 34 142 176 113 23 23 17
michael stock
group finance director
16043metalrax aindd   14 17062009   0514 metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
niche innovative customer focused
15
our business our governance our accounts
16043 12062009 proof 10
n a further £05m provision was charged in respect of the onerous 
contract in mrx romania 2007 £07m
n the closure and disposal of businesses has resulted in impairment 
provisions totalling £50m reflecting the realisation of fixed asset 
and working capital at less than book value 2007 £22m an 
additional £03m asset impairment results from the relocation of 
samuel groves to oldbury in december 2008 2007 £nil
n onerous lease costs of £14m 2007 £nil relate to future vacant 
property rentals payable following the closure stackright building 
systems
n the deterioration in the commercial property market in 2008 
resulted in the devaluation of our property portfolio of the 
£46m reduction in market value £43m was taken to the 
revaluation reserve and £03m to exceptional being the 
impairment below the original historic cost of 2 of our properties 
in addition the group has reviewed the carrying value of goodwill 
and this has resulted in an impairment of £55m 2007 £nil £47m 
of which relates to discontinued businesses
the ifrs2 share option charge of £02m 2007 £nil has been 
disclosed separately on the face of the income statement as this is 
considered to be a nontrading item future details on the share 
option valuations are disclosed in note 23 
net finance costs
finance costs incurred in the year include bank interest of £07m 
2007 £09m and the pension finance cost of £02m 2007 £01m 
interest of £01m 2007 £nil was received in respect of tax refunds 
collected from hmrc in relation to prior periods
taxation
the group is not expecting to pay any uk cash tax in respect of its 
2008 trading results tax of £12m was refunded in respect of 2007 
losses carried back to prior tax periods
the effective tax rate of the group is 235 2007 298 which 
is significantly lower than the standard rate of 285 2007 30 
the major reconciling items are due to the high level of expenses 
not deductible mainly goodwill and asset impairments and the 
additional deferred tax liability recognised for the first time in 2008 
following the change in the uk tax legislation in respect of industrial 
buildings allowances further details are provided in note 7
lossearnings per share
the basic and diluted lossearnings per share were 1355p 
compared with 583p in the previous year there are no dilutive 
effects associated with share options granted under either the 
executive share option plans or the employee sharesave scheme 
during the year since these options are currently outofthemoney
dividend and dividend policy
the group is committed to its dividend policy announced in its 2007 
report and accounts this progressive and sustainable policy aims to 
pay when appropriate 40 to 50 of net profit before oneoff 
items including goodwill impairment 
in line with this policy the board does not propose to pay a final 
dividend for the year and therefore there has been no dividend in 
2008 2007 540p the board believes that this is appropriate given 
the status of the turnaround plan and is fully consistent with its 
current focus on cash management 
financial position
the financial position at 31 december 2008 is summarised in the 
table below
the reduction in net assets mainly results from the closure and 
disposal of businesses during the year and the devaluation in freehold 
property the movement in the year has been split to show the 
impact on net assets of the businesses disposed or closed in the year
property plant  equipment
a formal valuation exercise was commissioned at the end of 2008 
to update the market value of the commercial properties owned by 
the group this resulted in a devaluation of our properties of £46m 
which has been reflected in the financial statements of this £46m 
£43m relates mainly to properties that were previously revalued 
upwards in 2007 and this has been taken against the revaluation 
reserve the balance of £03m which is shown as an exceptional 
impairment relates to property values falling below historic cost 
the group has invested £34m 2007 £60m in new capital mainly 
the new paint line at cooper coated coil £16m and the relocation 
of samuel groves to leased premises in oldbury £05m  
 2008 2007 movement continuing discontinuing
 £’m £’m £’m £’m £’m
property plant and equipment 346 399 53 10 43
goodwill and intangibles 82 114 32 15 47
current assets and liabilities 48 148 100 06 94
postretirement obligations 30 34 04 04 —
deferred tax 09 05 14 14 —
total assets before net debt 437 632 195 11 184
net debt 125 126 01 01 —
net assets at 31 december 2008 312 506 194 10 184
includes assets held for resale 
16043metalrax aindd   15 17062009   0514 stock code mrx metalrax group plc  annual report 2008
16
16043 12062009 proof 10
goodwill and intangibles
in january 2008 the group acquired post glover lifelink inc “pgl” 
for a total cash consideration of £32m pgl is based in erlanger 
kentucky usa and is involved in the manufacture of isolated 
electrical power systems and electric raceways for the medical 
laboratory and education sectors the pgl acquisition resulted in 
goodwill of £17m and intangible assets of £06m
the annual review of goodwill resulted in a £55m impairment during 
the year 2007 £nil relating primarily to businesses which were 
discontinued in the year £47m of the remaining goodwill at the 
end of the year of £76m £17m relates to pgl and £59m relates to 
the consumer durables division
movement in working capital
the group maintained a clear focus on managing its working 
capital and achieved an overall net reduction in the year of £06m in 
continuing businesses in spite of building inventory levels at samuel 
groves in preparation for the relocation at the end of 2008 this 
results in higher stock days in the consumer durables at 31 december 
2008 compared to 31 december 2007
key performance indicators kpis
 2008 2007
gross margins
specialist engineering — continuing 242 207
consumer durables — continuing 247 250
discontinued activities 154 136
operating margins
specialist engineering — continuing 62 45
consumer durables — continuing 58 82
discontinued activities 39 14
return on capital employed “roce” 
specialist engineering — continuing 87 63
consumer durables — continuing 122 123
stock days
specialist engineering — continuing 57 70
consumer durables — continuing 102 68
debtor days
specialist engineering — continuing 70 70
consumer durables — continuing 67 51
the key performance indicators used in the business are reported 
above in respect of each reporting segment they represent measures 
that enable management to monitor and drive the profit and cash 
generating performance of the businesses 
gross margins
gross margins have improved year on year in specialist engineering 
partly as a result of the acquisition of pgl in january 2008 we are 
also seeing operational benefits in our cooper coated coil business 
following our significant investment in the coating line in wednesfield 
gross margins in the consumer durables division were adversely 
affected by the strength of the us dollar in the second half of 2008 
which resulted in increased input prices these increases were passed 
on to domestic customers to the extent that the market allowed
discontinued activities benefitted from increased sales prices to major 
automotive customers prior to the disposal of bacol fine blanking 
and mrx automotive
operating margins
operating margins are stated before exceptional items and therefore 
year on year improvements are in line with gross margin movements  
the group continues to focus on cost management and where 
appropriate headcount and discretionary spend has been reduced to 
maintain operating margins
operating margins in the consumer durables division are down 
year on year as a result of investment in sales and marketing at 
samuel groves as it transforms its business model and in establishing 
sourcing contacts and sales channels in china
stock days and debtor days
as mentioned above working capital management has been a 
keen and a consistent focus for the group during 2008 good 
improvements were seen in the specialist engineering division where 
stock days reduced year in year by 13 days to 57 days debtor days in 
this division remained flat at 70 days
the consumer durables division saw an increase in stock days from 
68 to 102 due a planned stock build to cope with the resourcing of 
products from far eastern suppliers inventory levels will reduce during 
2009 but are planned to remain at slightly higher levels than 2007 to 
cater for the longer delivery lead times from these overseas sources 
debtor days within this division deteriorated by 16 days to 67 days 
affected by the extended terms taken from our retail customers 
as their end markets softened during the last quarter of 2008 
woolworths were a major customer of our gw international business 
but good anticipatory credit control practices and regular contact 
with woolworths operational management reduced our exposure 
significantly and minimized the incidence of bad debts
return of capital employed “roce”
year on year improvements in roce within the specialist engineering 
division result from improved operating margins noted above and 
the reduction in property valuations and working capital the group 
continues to drive towards its divisional target of 15 roce
pensions
the pension deficit over the year has decreased by £04m given the 
declines we have seen in investment markets over the last year the 
reduction in the fair value of assets of £49m 300 is not as bad as 
it could have been and justifies the position taken in 2007 to reduce 
the plan’s exposure to equities the plan’s liabilities have also decreased 
by £53m 268 principally due to the increased discount rate and 
lower inflation assumptions the ias19 deficit at 31 december 2008 is 
financial review
16043metalrax aindd   16 17062009   0514 metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
niche innovative customer focused
17
our business our governance our accounts
16043 12062009 proof 10
£30m the pension fund also concluded its triennial scheme specific 
valuation as at 1 january 2008 and the group has agreed a deficit 
recovery plan and future contributions with the pension trustees based 
on this valuation 
treasury
the group operates a centralised treasury function whose primary 
responsibility is to manage cash flow and currency risk the group 
has transactional and translational exposure to overseas currencies 
primarily the us dollar in pgl and purchases made by the consumer 
durables division  
 
the group has established a natural hedge for translational risk by 
denominating 60m of its net debt to cover its 2008 investment in pgl 
the rapid devaluation of gbp sterling against the us dollar in the 
second half of the year has resulted in a transactional exchange loss 
as our us dollar denominated purchases increased in gbp terms 
where markets allowed these increases were passed on to customers 
as part of the group’s hedging strategy forward cover is put in place 
to cover for currency volatility and is based on the group’s forecast 
future currency cashflows
cash flow and borrowings 
bank overdrafts and loans at 31 december 2008 stood at £125m 
compared with £120m for the previous year the chart below 
categorises the main areas of cash movements during the year 
the acquisition of pgl and the capital expenditure in the year were 
funded through cash generated from operations in the period
the group has committed bank facilities with hsbc totalling £150m 
at 31 december 2008 of which approximately £90m has been drawn 
down the group also has uncommitted overdraft facilities with hsbc 
of £20m and with rbs of £140m although the rbs facility was 
reduced to £70m following the renewal date in december 2008 
since that date the overdraft facilities have continued to be provided 
by both banks is on an informal basis whilst refinancing discussions 
involving secured facilities continue to progress
the group’s bank facilities contain certain covenant tests relating 
to consolidated ebitda to consolidated net borrowing costs and 
consolidated net borrowings to consolidated ebitda the failure of a 
covenant test would render the facilities in default the group reports 
on these covenants to the providers biannually as part of the facility 
agreements as at the year end the terms of the facilities including 
covenants were met the covenants are due to be tested next at 
30 june 2009 due to the deterioration in market conditions since 
the year end it is likely that a covenant breach will exist at 30 june 
2009 and the group is therefore negotiating to refinance its existing 
banking facilities 
going concern
the group has commenced refinancing discussions with its bankers 
to secure fully committed facilities the move to secured facilities will 
require the agreement of both the banks and the pension scheme 
trustees the company is also seeking clearance from the pensions 
regulator whilst these negotiations are significantly progressed they 
are not yet complete and at the date of signing the accounts these 
facilities are not finalised without these facilities in place there is a risk 
that the group and the company will be unable to continue as a going 
concern and therefore may be unable to realise its assets and discharge 
its liabilities in the normal course of business 
the directors have concluded that these circumstances represent a 
material uncertainty that casts significant doubt upon the group’s and 
the company’s ability to continue as a going concern nevertheless 
based on the discussions to date with our current bankers and 
considering the uncertainties described above the directors have 
a reasonable expectation that the group and the company have 
adequate resources to continue in operational existence for the 
foreseeable future the directors have assumed that appropriate 
facilities with the current bankers will be available to the company 
going forward for these reasons they continue to adopt the going 
concern basis in preparing the annual report and accounts
cautionary note
the chief executive’s review and financial review have been 
prepared solely to provide additional information to shareholders to 
allow them to assess the company’s strategies and the potential for 
those strategies to succeed it should not be relied on by any other 
party or for any other purpose
it contains certain forwardlooking statements made by the directors 
in good faith based on the information available to them up to the 
time of their approval of this report such statements should be 
treated with caution due to the inherent uncertainties including both 
economic and business risk factors underlying any such forward
looking information
mj stock
group finance director
15 june 2009
140
120
100
80
60
40
20
00
2008 cash flow bridge
31 dec 07
operations
tax refund
divestments
acquisitions
capex
interest
us dollar exchange
31 dec 08
120 64
13
10
36
34
10
12 125
16043metalrax aindd   17 17062009   0514 stock code mrx metalrax group plc  annual report 2008
18
16043 12062009 proof 10
operating environments risks and uncertainties
the group has identified a number of risks and uncertainties which 
could have a material impact on its longterm performance these 
risks together with the management policies and procedures put in 
place to mitigate them are set out below and are also discussed in 
the corporate governance statement
going concern
the directors have a reasonable expectation that the group will be 
successful in obtaining the necessary funding and for this reason 
believes it is appropriate to continue to adopt the going concern basis in 
preparing the consolidated financial statements see the financial review 
on pages 14 to 17 for details on how the group is mitigating this risk
macroeconomic and competition
the group operated in a number of sectors defined broadly by 
the two divisions consumer durables and specialist engineering 
it operates predominantly in the uk usa and europe thus the 
economic drivers for growth are reasonably well spread over a 
number of sectors with no overreliance on any one the group 
has identified that the highvolume automotive sector is unlikely to 
meet future growth objectives and the group has exited many of 
its operations in this sector future acquisition strategy see below 
takes account of the need to maintain a balanced approach to the 
economic drivers underlying the business performance in the current 
economic conditions financing acquisitions is not straightforward
the markets in which the group’ s businesses operate are highly 
competitive and there is a need to respond effectively to the demands 
of customers and the activities of competitors while maintaining a 
competitive cost base in order to achieve a speedy response the task 
of analysing threats and identifying appropriate mitigating actions is 
devolved to the divisional and operating business level competition from 
product sourced in china and other southeast asian countries is seen 
as particularly significant for the consumer durables division and during 
2008 work has continued to strengthen that division’ s ability to access 
equivalent product and so maintain a competitive pricingquality position
acquisitions
while organic growth is key to the future of the business the acquisition 
of new businesses may also help to drive growth to improve overall 
return on assets and to replace activities in areas where there are seen 
to be limited future prospects with those where the opportunities are 
greater and more in line with the group’ s strategic thinking
all acquisition brings with it risks ranging from buying inappropriate 
companies the diversion of management resource during the 
acquisition process and post acquisition integration problems the 
group has put in place formal acquisition criteria and has improved 
the resource available to manage this process
financial and treasury risk
the group does not use complex derivative financial instruments
there are limited exposures to transactions in foreign currencies 
predominantly us dollar and euro and where significant these 
are hedged by way of forward contracts there is limited exposure 
to other treasury risks — this is discussed more fully in the financial 
review and in note 27
pensions deficit
the group has a defined benefit scheme which is closed to new 
members but which in common with the vast majority of similar 
schemes in the uk is operating with an ias19 deficit at 
31 december 2008 this deficit amounted to £30m 2007 £34m
at the beginning of 2007 the group increased its contributions 
substantially to help reduce the deficit more quickly and there is 
continuing discussion between the board and the trustees to ensure 
that all parties understand the risks the group’s cash flow allows the 
situation to be adequately managed
the small decrease in deficit during the year has arisen because 
of under performance of return on scheme assets together with 
changes to the underlying actuarial assumptions which drive the 
value of the scheme’s liabilities these changes including in particular 
a strengthening of the mortality assumption and changes to the 
discount rate are in line with current actuarial recommendations
resources
the main resources available to the group are
n employees who have an extensive knowledge of the markets 
in which their individual businesses operate and so can identify 
and react to opportunities and risk in a timely manner there are 
policies in place to ensure that appropriate skills are attracted 
trained and retained to maintain this skills base 
n a strong portfolio of brands each of which has a strong positive 
presence in its associated market
raw material prices
the group’s principal raw material across both divisions is steel 
movements in steel prices are driven by global market conditions 
outside the control of the group and substantial movements in these 
prices could have an adverse impact on the group’s results where 
possible contracts are negotiated to include raw material escalation 
clauses to enable this risk to be transferred at least in part to the 
customer
16043metalrax aindd   18 17062009   0514 niche innovative customer focused
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
19
our business our governance our accounts
16043 12062009 proof 10 16043metalrax aindd   19 17062009   0514 stock code mrx metalrax group plc  annual report 2008
20
16043 12062009 proof 10
john ra crabtree
nonexecutive chairman
aged 59
john crabtree is chairman of the metalrax 
group and serves as chairman on the 
nomination committee formerly a senior 
partner of wragge  co the birmingham 
based corporate law firm he was appointed 
to the board in september 2003 john 
is also nonexecutive chairman of slr 
holdings ltd claimar healthcare group plc 
and birmingham hippodrome theatre trust 
he is also a director of staffline recruitment 
plc advantage west midlands warwick 
racecourse company ltd and president of 
the birmingham chamber of commerce
andrew j richardson
group chief executive 
aged 44
andrew richardson joined metalrax in 
october 2007 as the new group chief 
executive previously the divisional chief 
executive of water management at 
halma plc andrew started his career 
with rover group and has worked with 
companies including webasto roof 
systems automotive products and mars 
confectionery he is a chartered engineer 
and engineering graduate of cambridge 
university
michael j stock
group finance director
aged 44
michael joined the group in april 2008 
as group finance director previously 
finance director for premier farnell plc 
europe  asia pacific michael has worked 
with companies including ingersoll rand 
security technologies and the engineering 
division of interserve plc he is a chartered 
accountant and an mba graduate from 
warwick business school
ian h paling
nonexecutive director 
aged 57
ian paling was ceo of corin group plc 
until the end of 2007 having been with the 
company through private ownership and 
then leading a highly successful ipo on the 
main market of the lse in may 2002 whilst 
at corin ian was instrumental in securing 
high profile distribution agreements setting 
up profitable overseas subsidiaries and 
directing acquisition strategy throughout 
his career he has been involved in 
manufacturing environments and will 
bring a wealth of relevant business 
experience to metalrax
john k adcock
chairman of the remuneration and audit 
committee
aged 61
john is the chairman of the remuneration 
committee and the audit committee he 
has previously held a number of senior 
positions with hsbc holdings plc and 
joined the metalrax group board in 2002 
as a nonexecutive director
board of directors
16043metalrax aindd   20 17062009   0514 niche innovative customer focused
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
21
our business our governance our accounts
16043 12062009 proof 10
mike smith
chief operating officer
aged 44
joined the group in september 2007 
an engineering graduate of the university 
of newcastle upon tyne he has held 
operational and commercial roles in the 
aerospace and automotive industries he 
is responsible for all operating businesses 
within the group working closely with the 
plc board in the continued execution of 
its strategy
senior management team
caroline green 
director of corporate development 
aged 41
caroline joined metalrax group in august 
2008 and has 8 years’ private equity
venture capital investment and portfolio 
management experience initially at 3i plc 
she previously spent 10 years at xerox in 
a variety of roles including supply chain 
management and internal consultancy 
caroline also sits on the board of the 
charity the ms society the corporate 
development team focuses on developing 
and delivering the acquisition and disposal 
strategy as well as looking after the group’s 
property portfolio
 dir ectors
john ra crabtree chairman
andrew j richardson chief executive 
michael j stock group finance director
from 2 april 2008
william d kelly group finance director 
to 15 january 2008
john k adcock
ian h paling
from 4 april 2008
andrew p pearson
to 31 december 2008
 nonexecutive
company secretary
william d kelly
to 15 january 2008
darren j farrimond
from 15 january 2008 to 16 july 2008
michael j stock 
from 16 july 2008
 
16043metalrax aindd   21 17062009   0514 stock code mrx metalrax group plc  annual report 2008
22
16043 12062009 proof 10
report of the directors
the directors present the audited accounts of the group for the year 
ended 31 december 2008
principal activities
the principal activities of the group have been split into two divisions 
as follows
n specialist engineering — a variety of precision manufacturing 
activities that incorporate value adding technology for unique 
applications in the medical specialist metal coating and premium 
automotive sectors
n consumer durables — manufactures and markets bakeware and 
associated ranges of kitchen accessories to both the retail and 
commercial markets in the uk and abroad
 
business review
the company is required to set out in this report an enhanced 
business review of the group for the year ended 31 december 2008 
which includes future developments this can be found in the chief 
executive’s review on pages 6 to 12
substantial shareholdings
the company has been notified or is aware of the following 
substantial holdings of ordinary shares at 9 june 2009 being 
not more than one month prior to the date of the notice of the 
annual general meeting
directors
the names of the present directors are shown on page 21 they 
all held office throughout the year except for mj stock who was 
appointed group finance director on 2 april 2008 and ih paling 
appointed 4 april 2008
on 15 january 2008 wd kelly resigned as a director and as company 
secretary dj farrimond was appointed company secretary from 
15 january 2008 to 16 july 2008 mj stock was subsequently 
appointed as company secretary on 16 july 2008
details of directors’ shareholdings and service agreements are 
disclosed in the directors’ remuneration report
at the annual general meeting the director retiring by rotation will 
be jk adcock who will resign as a nonexecutive director 
 
 
dividends
the directors recommend that no dividend be paid in respect of the 
year ended 31 december 2008
the dividend per share paid in 2007 comprising the 2006 final 
dividend and the 2007 interim dividend was 540p
fixed assets
the directors are of the opinion that following the revaluation of 
freehold and leasehold properties as at 31 december 2008 see note 
12 there is no significant difference between their market value and 
their carrying value 
payment of creditors
while not following any recognised code or standard the group 
policy on payment of all creditors is to abide by the terms of payment 
agreed with relevant suppliers at 31 december 2008 the trade 
creditors represented 120 days 2007 98 days in relation to the 
average amounts invoiced by suppliers
charitable donations
donations to charitable organisations consisted of £1155 2007 
£5618 for local charities and £1000 2007 £1000 for people 
with disabilities
 31 december 2008 9 june 2009
 number of   of  number of  of
 ordinary  share ordinary share
 shares capital shares capital
arlington capital investors 10927490 911 9427490 786
henderson global investors 8649994 721 9075729 757
gartmore investment management 8863139 739 7642664 637
ck coombs 6126962 511 6126962 511
schroder managed funds 6175957 515 5625956 469
ja leek 3790500 316 4390500 366
axa 4000000 331 4096000 342
16043metalrax aindd   22 16043metalrax aindd   22 17062009   0515 17062009   0515 niche innovative customer focused
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
23
our business our governance our accounts
16043 12062009 proof 10
directors’ statement as to disclosure of information 
to auditors
the directors who were members of the board at the time of 
approving the report of the directors are listed on page 21 having 
made enquiries of fellow directors and of the company’s auditors 
each of these directors confirms that
n to the best of each director’s knowledge and belief there is no 
information relevant to the preparation of their report of which 
the company’s auditors are unaware and
n each director has taken all the steps a director might reasonably 
be expected to have taken to be aware of the relevant audit 
information and to establish that the company’s auditors are 
aware of that information
the above is in accordance with the provisions of s234 za of the 
companies act 1985
auditors
deloitte llp are willing to continue in office as auditors and a 
resolution to reappoint them will be proposed at the annual general 
meeting
annual general meeting
the companies act 1985 provides that directors shall only allot 
unissued shares with the authority of shareholders in general 
meeting the authority given to the directors at the annual general 
meeting of the company held in 2005 will expire on 22 may 2010
resolution 5 will be proposed as an ordinary resolution for the 
renewal of the directors’ general authority to issue relevant securities 
up to an aggregate nominal amount of £1998288 representing 
approximately one third of the current issued share capital of the 
company in addition the resolution seeks authority for the directors 
to allot up to a further one third of the unissued share capital by way 
of a preemptive rights issue the directors have no present intention 
of exercising either of these authorities these authorities if granted 
will replace the directors’ existing authority to allot shares
the companies act 1985 also provides that any allotment of new 
shares for cash must be made pro rata to individual shareholders’ 
holdings unless such provisions are disapplied under section 95 of 
the companies act 1985 the authority given to the directors at 
the last annual general meeting to allot shares for cash pursuant to 
section 95 of the companies act 1985 expires on the date of this 
year’s annual general meeting
resolution 6 will be proposed as a special resolution for the renewal 
of the directors’ authority to allot equity securities for cash without 
first offering them to shareholders pro rata to their holdings this 
authority facilitates issues made by way of rights to shareholders 
which are not strictly in accordance with section 89 of the companies 
act and authorises other allotments of up to a maximum aggregate 
nominal amount of £299743 representing approximately 5 of the 
current issued ordinary share capital of the company the directors 
have no present intention of exercising this authority
the authorities granted under resolutions 5 and 6 will expire at the 
earlier of the next annual general meeting or on 13 october 2010
resolution 7 will be proposed as a special resolution for the renewal 
of the company’s authority to purchase its own shares in the 
market during the period until the next annual general meeting of 
the company for up to 11989729 ordinary shares representing 
approximately 10 of the issued ordinary share capital of the 
company the price payable shall not be more than five per cent 
above the average price of the middle market quotation as derived 
from the aim appendix to the daily official list of london stock 
exchange plc for ordinary shares of the company for the five business 
days before the purchase is made and in any event not more than 
the higher of the price of the last independent trade and current 
independent bid as derived from the trading venue where the 
purchase was carried out or less than £005 per share being the 
nominal value of the ordinary shares it is the directors’ intention only 
to exercise this authority where it would increase the earnings per 
share of those shares which are not repurchased
shareholders are also being asked to approve a number of 
amendments to our articles of association primarily to reflect the 
provisions of the companies act 2006 if resolution 8 is passed 
the new articles of association of the company would be adopted 
effective from 1 october 2009 when the remaining provisions of the 
companies act 2006 come into force a document containing an 
explanation of the main changes between the proposed and existing 
articles of association of the company is enclosed with these reports 
and accounts
electronic communications
resolution 9 will be proposed as an ordinary resolution to authorise 
the company to send or supply documents or information to 
shareholders by making them available on a website in order to 
communicate in this way with our shareholders we will also need to 
comply with the provisions of the companies act 2006 and obtain 
individual agreement from each shareholder we are enclosing 
a consent letter with this notice of meeting to seek shareholder 
consent
on behalf of the board
mj stock
company secretary
15 june 2009
16043metalrax aindd   23 17062009   0515 stock code mrx metalrax group plc  annual report 2008
24
16043 12062009 proof 10
corporate governance
the company is committed to the principles of corporate governance 
contained in the combined code on corporate governance that was 
issued in 2006 by the financial reporting council “the code” for 
which the board is accountable to shareholders
statement of compliance with the combined code 
throughout the year ended 31 december 2008 the company has 
been in compliance with the code provisions set out in section 1 of 
the code
application of the principles
the company has applied the main and supporting principles 
set out in section 1 of the code in a manner the board considers 
appropriate the group organisation its business activities and its 
financial structure are not complicated
direction of the group relies not only on formal board meetings but 
also on daytoday contact amongst and between executive directors 
and the management of operating divisions and businesses
the nonexecutive directors are appointed to provide a balance 
at board meetings and to bring their knowledge and experience 
to help in setting objectives and resolving problems the board 
considers that the nonexecutive directors are independent and free 
from business and other relationships that could interfere with their 
exercise of independent judgement the board further believes that 
any shareholdings of the nonexecutive directors serve to align their 
interests with those of the shareholders each nonexecutive director 
is subject to reelection at least every three years
composition of the board 
the board currently includes three independent nonexecutive 
directors being jra crabtree who is also the chairman of the 
nomination committee jk adcock who is the chairman of the 
remuneration committee and chairman of the audit committee 
and ih paling who was appointed on 4 april 2008 ap pearson retired 
on 31 december 2008 jk adcock has the role of senior independent 
nonexecutive director at 31 december 2008 there were two 
executive directors aj richardson chief executive and mj stock 
appointed group finance director on 2 april 2008 and company 
secretary on 16 july 2008 wd kelly resigned as company secretary 
on 15 january 2008 and dj farrimond resigned on 16 july 2008
the chairman jra crabtree has primary responsibility for running 
the board and devotes such time to his role as is necessary to 
properly discharge his duties the chief executive aj richardson 
has executive responsibility for delivering the group’s strategy and 
achieving operational and financial goals
board effectiveness
as required by the code the board conducts annual evaluations of 
its own performance the results of the process were analysed and 
evaluated by the chairman the conclusion drawn from the process 
was that the board had performed effectively the board employed 
a similar process to review the performance of each individual 
committee the board reached the conclusion that each board 
committee had performed effectively during the year the chairman 
met with the nonexecutive directors without the executive directors 
being present
operation of the board
the board meets at least 8 times per year and convenes additional 
meetings to consider matters that are time critical additional 
meetings are held annually to consider and review strategy and 
opportunities arising each meeting is supported by a full agenda and 
supporting papers distributed prior to the meeting
the board operates to oversee the group’s activities and as a whole 
decides upon dividend policy acquisition and disposal strategy and 
authorises major capital expenditure and other matters that affect the 
overall group
the executive directors review the daytoday activities of the 
subsidiaries manage group finances perform negotiations regarding 
acquisitions and disposals recruit directors of subsidiaries and 
allocate resources to manage the risk environment
the nonexecutive directors are responsible for but not restricted 
by the duties as described in the terms of reference of the three 
committees namely the audit committee the remuneration 
committee and the nomination committee details of the terms of 
reference for the committees can be found on the group website
the executive board oversees the daytoday activities of the 
businesses and internal risk management as delegated to the 
management teams management decisions include the purchase 
of authorised capital expenditure negotiating contracts or sales 
and purchases recruiting and controlling employees as necessary to 
operate their respective businesses 
the executive board meets at least monthly
16043metalrax aindd   24 17062009   0515 niche innovative customer focused
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
25
our business our governance our accounts
16043 12062009 proof 10
board and committee attendance
during the year the attendance by directors at board and committee meetings was as follows
  audit remuneration nomination
 board  committee  committee  committee
total scheduled meetings 9 3 3 1
attendance
aj richardson 9 2 3  1
mj stock appointed 2 april 2008 7  2  1  —
jra crabtree 9  —  1 —
jk adcock 9  2 3 1
ap pearson retired 31 december 2008 9  3 3 1
ih paling appointed 4 april 2008 7 1 — —
 attended by invitation of the committee
audit committee
the audit committee is appointed by the board from the non
executive directors of the group it is made up of jk adcock 
who chairs the committee and ih paling ap pearson retired on 
31 december 2008 the audit committee’s terms of reference 
include all matters indicated by the combined code the terms of 
reference are considered annually by the audit committee and are 
then referred to the board for approval
the audit committee is responsible for
n monitoring the integrity of the financial statements of the group 
and any formal announcements relating to the group’s financial 
performance and reviewing significant financial reporting 
judgements contained therein
n reviewing the group’s internal financial controls and unless 
expressly addressed by the board itself the group’s internal 
control and risk management systems
n making recommendations to the board for a resolution to be 
put to the shareholders for their approval in general meeting 
in relation to the appointment of the external auditors and the 
approval of the remuneration and terms of engagement of the 
external auditors
n reviewing and monitoring the external auditors’ independence 
and objectivity and the effectiveness of the audit process taking 
into consideration relevant uk professional and regulatory 
requirements and
n developing and implementing a policy on the engagement of 
the external auditors to supply nonaudit services taking into 
account relevant guidance regarding the provision of nonaudit 
services by the external audit firm
the audit committee is required to report its findings to the board 
identifying any matters in respect of which it considers that action or 
improvement is needed and make recommendations as to the steps 
to be taken
meetings are held at least three times a year other directors may 
be invited to attend and the group finance director attended two 
meetings held in 2008 the auditors attended all three meetings 
during 2008 and are also authorised to speak directly to any board 
member whenever they wish
remuneration committee
the remuneration committee is made up of jk adcock who chairs 
the committee ih paling and jra crabtree ap pearson retired on 
31 december 2008 the committee meets whenever necessary and 
met three times in 2008 the prime function of the committee is 
to establish and review the remuneration incentives and terms and 
conditions for the executive directors the directors’ remuneration 
report on pages 30 to 32 shows how the principles regarding 
directors’ remuneration have been applied
nomination committee
the principal task of the committee is to ensure that the skills 
experience and age of the board is appropriate to the group’s 
activities to ensure its future success
jra crabtree chairs the committee which was made up of jk adcock 
and ap pearson throughout the year and aj richardson subsequent 
to his appointment
having consulted with our professional advisers the nomination 
committee met in 2008 in respect of the appointments of mj stock 
and i paling and the consideration of board succession 
internal control
the directors have overall responsibility for the group’s system of 
internal controls and at least annually review the effectiveness of all 
controls including financial operational and compliance controls and 
risk management systems the board confirms that the procedures 
which accord with the guidance for directors in the combined code 
have been in place for 2008 and up to the date of approval by the 
board of the directors’ report and accounts they recognise that 
any system can provide only reasonable and not absolute assurance 
against material misstatement or loss
16043metalrax aindd   25 16043metalrax aindd   25 17062009   0515 17062009   0515 stock code mrx metalrax group plc  annual report 2008
26
16043 12062009 proof 10
the group consists of a number of autonomous business units 
operating in a clearly defined divisional structure with clear lines of 
reporting each unit has the responsibility for identifying its own 
significant business risks and for putting in place an appropriate 
control environment and mitigation processes to reduce exposure 
as such there is real limitation of the concentration of risk from a 
group perspective
the individual businesses operate under group head office oversight 
in particular
n there are groupwide policies for key areas of exposure such as 
health and safety
n some key business activities such as providing insurance cover 
and employee retirement benefits are managed centrally so 
allowing a level of expertise to be used which would be difficult 
to sustain at each operating unit these areas are reviewed at 
least annually by the board
n treasury functions are managed centrally and on a conservative 
basis to minimise risk
n all major capital expenditure is subject to board approval
n a formal process of certification by the management of each 
business was introduced for 2007 covering control environment 
and compliance issues this has continued in 2008
n there is a formal budgetary process together with regular 
monthly reporting of financial and other performance against 
budget this information is reviewed at each meeting of the 
executive board as well as at each board meeting
the group’s external auditors deloitte llp  have audited the financial 
statements and have reviewed the internal financial control system to 
the extent they consider necessary to support their audit report their 
findings are reported to the individual units and also to the audit 
committee at least annually
internal reporting and control procedures have been strengthened 
to improve both quality and scope of business controls and 
financial information this together with a greater emphasis on the 
formalisation of strategic planning and risk review will lead to a more 
robust position going forward
the group does not have a separate internal audit function nor does 
the board consider that the current scale of the operation requires 
one the existing level of oversight is regarded as sufficient to provide 
the board with reliable information the board is mindful to keep this 
situation under regular review
“whistleblowing”
internal procedures are established to report grievances or 
suspected inappropriate behaviour that may cause detriment to 
other individuals or organisations if it is not possible to deal with 
the matter locally because of the nature of the behaviour any 
employee may email in confidence to the group chief executive at 
whistleblowmetalraxgroupcouk stating the nature and location of 
the incident and this will be followed up appropriately the company 
will treat dishonest or spurious actions and accusations seriously 
this may result in disciplinary action in accordance with company 
rules and disciplinary procedures any employee raising any issue 
that proves to be genuine need have no fear of any reprisals and the 
company will use its reasonable endeavours to ensure this
this statement appears on the group’s website
shareholder relations
both chairman and chief executive meet regularly with institutional 
shareholders mainly in the periods following the announcement of 
interim and final results but also at other times and the results of 
those meetings are communicated to the directors
communication with private and other shareholders is made both 
formally and informally at the annual general meeting which is 
usually attended by the full board
directors’ responsibilities for financial statements the directors are 
responsible for preparing the annual report directors’ remuneration 
report and the financial statements in accordance with applicable 
law and regulations 
corporate governance
16043metalrax aindd   26 17062009   0515 niche innovative customer focused
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
27
our business our governance our accounts
16043 12062009 proof 10
company law requires the directors to prepare financial statements 
for each financial year the directors are required by the ias 
regulation to prepare the group financial statements under 
international financial reporting standards ifrss as adopted by 
the european union and have also elected to prepare the parent 
company financial statements in accordance with ifrss as adopted 
by the european union the financial statements are also required by 
law to be properly prepared in accordance with the companies act 
1985 and article 4 of the ias regulation
international accounting standard 1 requires that financial 
statements present fairly for each financial year the group’s financial 
position financial performance and cash flows this requires the 
faithful representation of the effects of transactions other events and 
conditions in accordance with the definitions and recognition criteria 
for assets liabilities income and expenses set out in the international 
accounting standards board’s ‘framework for the preparation and 
presentation of financial statements’ in virtually all circumstances a 
fair presentation will be achieved by compliance with all applicable 
ifrss however directors are also required to
n properly select and apply accounting policies
n present information including accounting policies in a manner 
that provides relevant reliable comparable and understandable 
information and
n provide additional disclosures when compliance with the 
specific requirements in ifrss are insufficient to enable users to 
understand the impact of particular transactions other events 
and conditions on the entity’s financial position and financial 
performance
the directors are responsible for keeping proper accounting records 
that disclose with reasonable accuracy at any time the financial 
position of the group and company and enable them to ensure that 
the financial statements comply with the companies act 1985 
they are also responsible for safeguarding the assets of the group 
and hence for taking reasonable steps for the prevention and 
detection of fraud and other irregularities
the directors are responsible for the maintenance and integrity of 
the corporate and financial information included on the company’s 
website legislation in the united kingdom governing the preparation 
and dissemination of financial statements may differ from legislation 
in other jurisdictions
auditors’ independence
the audit committee has responsibility for setting policy on and 
reviewing the external auditors’ independence a process which it 
performs at least annually daytoday monitoring is delegated to the 
group finance director
the policy restricts the nonaudit services which the external auditors’ 
may perform to tax compliance work and other areas where the 
service will not conflict with their independence either in terms of 
the scope or scale
on behalf of the board
mj stock
company secretary
15 june 2009
16043metalrax aindd   27 17062009   0515 stock code mrx metalrax group plc  annual report 2008
28
16043 12062009 proof 10
corporate social responsibility
introduction
we at metalrax believe that the interests of our stakeholders our 
customers members of staff shareholders and wider community 
shape the long term future of the group we are fully committed 
to our corporate and social responsibility activities and will continue 
to report on these in detail to view our range of fully implemented 
policies please visit the group website wwwmetalraxgroupcouk
business ethics
our core values of empowerment commitment achievement 
innovation and customer satisfaction were chosen by employees as 
part of a groupwide survey we use these values as a benchmark for 
our daytoday business activities which we insist are conducted with 
integrity in accordance with high standards our ethics policy provides 
a framework for the accomplishment of those standards 
our people
the group firmly believes in and encourages equal opportunities 
and nondiscrimination throughout the employment process for 
both new employees and existing personnel we recognise that 
skilled and motivated teams of people are essential for our long
term success which is why our policies and procedures for dealing 
with recruitment induction conduct and personal development 
are designed to help us find the right people for our organisation 
primary objectives are to ensure fairness consistency and opportunity 
in relationships between people at all levels of our organisation in 
addition we have published employee handbooks which are regularly 
reviewed and updated as appropriate
we are fully committed to equal opportunities and nondiscrimination 
throughout the employment process in particular
we ensure there is compliance with the obligations of the disability 
discrimination act meaning that applications for employment 
from appropriately qualified disabled candidates are given equal 
consideration for suitable vacancies should an existing member 
of staff become disabled every effort is made to enable them 
to continue their employment within the group support in 
these circumstances includes training adaption of the working 
environment and where necessary redeployment in addition all 
property modification and development plans give consideration to 
their suitability for disabled personnel 
we welcome job applications from all parts of the community 
irrespective of age sex ethnicity or gender orientation our main 
concern throughout the recruitment process and thereafter is to 
find the best applicant for a given role possessing the most useful 
skills ability and attitude to improve performance and help grow 
our business we are proud of our team and where possible when 
vacancies arise existing employees are considered for promotion 
before we embark on external recruitment 
we recognise that skills are vital to the success of our group and that 
training plays a crucial role in the development of our employees as 
well as reinforcing and ensuring compliance with good standards and 
policies 
we are currently in the process of reviewing management team 
members at every group business these reviews are supported by 
360° appraisals and primarily focus on business objectives career 
development and associated training needs 
as a result of the review personal development plans are 
being constructed by each team member for agreement and 
implementation by their managing director in addition these 
individuals have also received a performance scorecard detailing their 
objectives for 2009 
in 2008 several group companies including weston body hardware 
and post glover lifelink introduced new ‘purpose built’ training 
facilities at their offices which are being used to educate employees 
as part of a continuous improvement programme other group 
companies including sections and tubes and cooper coated coil 
are working alongside dedicated local training providers to ensure 
that members of their teams are given the opportunity to work 
towards and achieve a nationally recognised nvq qualification that is 
directly relevant to their skills base 
the group has a process of induction training throughout our 
businesses to ensure awareness of job requirements key employment 
and policy issues and health and safety processes such training 
policies and procedures are typically incorporated within businesses’ 
quality management systems 
communication
we hold divisional and group meetings on a regular basis for 
the purpose of sharing information and seeking out mutual 
opportunities we also hold executive management and finance 
conferences every six months to review progress highlight successes 
and ensure that strategic objectives are aligned the group issues a 
bimonthly internal newsletter to keep employees informed about 
group achievements broader developments and other opportunities 
16043metalrax aindd   28 17062009   0515 niche innovative customer focused
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
29
our business our governance our accounts
16043 12062009 proof 10
customers
customer satisfaction is one of our core values and we believe the 
key to business success quality of product delivery and overall 
service is paramount the group recognises the importance of formal 
quality management systems and has a rolling programme for all 
companies to achieve iso9001 or enhanced standards
suppliers
metalrax group companies all observe strict guidelines when sourcing 
raw materials or products suppliers of imported materials are subject 
to additional controls regarding environmental and employment 
aspects of the business where required the group employs 
independent third party bodies to monitor their activities
environment
we understand that our businesses have an effect upon the 
environment and consider environmental issues to be of high 
importance which is why we endeavor to limit our impact insofar 
as is possible our operations for the most part use manufacturing 
processes however we make every effort to ensure that we meet 
and where possible exceed current legislation with regard to the 
processes we use all uk sites are encouraged to work towards 
gaining iso14001 accreditation where this standard has not already 
been attained and in 2008 our metalrax storage business gained 
iso14001 certification we are committed to responsible energy 
usage and strive to utilise both plant and equipment in the most 
environmentally friendly and cost effective way enabling us to
n improve costeffectiveness
n reduce emissions in order to protect the environment
during 2008 our iso14001 accredited business cooper coated 
coil relocated to new premises in wednesfield installing a stateof
theart abatement technology solution in the form of an innovative 
heat recycling process furthermore this company is expected to 
significantly reduce energy consumption following the final phase of 
the investment scheme in 2009
the group’s us based company post glover lifelink now uses 
entirely recyclable materials in the packaging of its products in 2008 
the business notably began using biodegradable packing peanuts 
which are made from starch and dissolvable in water when they are 
no longer required
our respect for the environment means we comply with 
environmental legislation associated regulations authorisations 
and approved codes of practice our approach is one of sustainable 
development and we apply the following principles
n take account of the views of all stakeholders
n embrace continuous improvement methodology
n prevent unauthorised discharges to the environment and 
minimise the polluting effects of commercial activities
n comply with the conditions established by enforcing agencies
n develop an environmental management system that is acceptable 
to our stakeholders this may require customer or third party 
approvals to a recognised scheme such as emas or iso14001
n source raw materials and products from verifiable responsible 
sources
n provide resources to achieve environmental goals
n minimise the use of raw materials and conserve energy
n reduce waste wherever possible
n cooperate with customers and suppliers to promote 
environmental awareness at all levels within the supply chain
n review performance and communicate findings to stakeholders
as we continue to implement our group strategy environment 
will play an increasingly important role in the way we manage our 
businesses and the kinds of products we produce
16043metalrax aindd   29 17062009   0515 stock code mrx metalrax group plc  annual report 2008
30
16043 12062009 proof 10
directors’ remuneration report
the directors’ remuneration report covers all the directors both 
executive and nonexecutive a resolution to approve the report will 
be proposed at the company’s annual general meeting to be held 
on 13 july 2009
information not subject to audit
remuneration committee
the purpose of the remuneration committee the committee is to 
determine policy for the remuneration and terms of engagement of 
the executive and nonexecutive directors and senior executives of 
the company
the committee comprises the nonexecutive directors of the 
company the members of the committee during the year were
jk adcock chairman
jra crabtree
ap pearson to 31 december 2008
ih paling from 4 april 2008
the committee members have no personal financial interest other 
than as shareholders in the company they have no conflicts of 
interest arising from other responsibilities outside the company and 
are not involved in the daytoday running of the company they do 
not participate in any bonus share option or pension arrangements
the committee operates under terms of reference available for 
inspection at the registered office or on the company’s website 
the terms of reference and constitution of the committee comply 
with the principles set out in the combined code on corporate 
governance the committee met four times during the period under 
review and there was full attendance on all occasions
remuneration policy
the company is in a turnaround phase and operates in highly 
competitive markets it is essential to the company’s recovery 
therefore to recruit retain motivate and reward executives with 
the capability to devise and deliver a strategy that will return the 
company to satisfactory levels of financial performance over time
the committee seeks therefore to provide levels of remuneration 
that are consistent with this objective in doing so it sets salary levels 
which are appropriate for individual responsibilities having regard for 
the marketplace and sector generally and seeks to provide incentives 
to achieve strategic and operational goals and growth in shareholder 
value whilst the company has remuneration policies and structures 
that should result in the majority of an executive’s remuneration 
being performance related the financial performance of the business 
during the past year has not generated performance related bonus 
payments mercer limited provides independent advice on all aspects 
of executive remuneration mercer does not provide any other 
material advice to the company
remuneration of executive directors
the remuneration of executive directors consists of the following 
elements
i salary
salary is determined at the beginning of each year and when 
a director has a change of responsibility the committee takes 
account of each director’s performance in the light of its 
knowledge of rates of salary for similar responsibilities in other 
companies and of pay levels elsewhere in the company
ii benefits in kind
these principally comprise benefits relating to the use of a 
vehicle or cash equivalent life assurance membership of the 
company’s healthcare insurance scheme and accident insurance 
these benefits are not pensionable
iii annual bonus
executive directors participate in an annual bonus scheme 
up to 100 of salary dependent upon the degree to which 
certain corporate and personal performance measures are 
achieved no bonuses were paid in respect of the 2008 financial 
year performance certain individuals were however eligible 
for awards in respect of performance against agreed key 
performance indicators and personal development objectives 
mj stock’s bonus represents an amount paid in march 2009 
which compensated him for loss of bonus from his previous 
employment as a consequence of joining the company and was 
contractually committed at the time of his recruitment
bonus schemes are also in operation for senior executives 
dependent upon preagreed corporate divisional or business unit 
and personal objectives being achieved
iv sharebased payments
the directors believe that share options are an excellent method 
of aligning the interests of senior management with those of 
shareholders executive directors participate in the following plans
2007 executive share option plan esop
the annual general meeting held on 23 may 2007 approved the 2007 
executive share option plan this enables the committee to also grant 
options if it thinks fit to any employee throughout the company 
including executive directors to purchase shares at market value on 
the award date subject to the achievement of performance targets
individual awards under the plan are limited to 100 of salary in a 
financial year the committee has discretion to increase this award to 
200 of salary in a financial year in exceptional circumstances for 
example to support the recruitment of key personnel
the performance targets attached to any awards are as follows 50 
of the awards will vest if the increase in earnings per share “eps” 
equals the increase in retail price index “rpi” plus 3 per annum 
and 100 will vest if the increase in eps equals the increase in rpi 
plus 5 or more per annum between these two points awards 
will vest on a straightline basis and there will be no vesting if the 
increase in eps is less than the increase in rpi plus 3 per annum 
the performance period will be three financial years starting from the 
financial year prior to that in which the awards are made there will 
be no retesting opportunity of the performance target
16043metalrax aindd   30 17062009   0515 niche innovative customer focused
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
31
our business our governance our accounts
16043 12062009 proof 10
awards in respect of the financial year ending 31 december 2008 
have been approved by the remuneration committee which will be 
granted later this year in accordance with the scheme rules options 
were granted under this plan in respect of the financial year ended 
31 december 2007 on 10 april 2008 details of the grant prices and 
share options issued in respect of past awards are set out in note 
23 in the group accounts directors’ interests under this plan are 
included in this report 
2007 sharesave plan
the annual general meeting on 23 may 2007 approved the 2007 
sharesave plan this plan is open to all employees including executive 
directors who have completed six months’ continuous service under 
this plan the company can if it thinks fit grant options at a price 
20 below the market price exercise of options under the sharesave 
plan is not subject to any performance condition details of directors’ 
options under this plan are given in this report
long term incentive plan ltip
the 2006 ltip was approved at the annual general meeting held 
on 23 may 2006 the plan provides that for each 1 increase in 
the group’s pretax profits participants will receive an option over 
shares worth 2 of their annual salary awards are only be made 
if group profit before tax exceeds that for 31 december 2007 and 
subsequently the best group profit before tax in excess of 2007 the 
performance target attached to the vesting of awards is the same as 
the esop above at the present time only aj richardson participates 
in this plan but no awards have been made to date
oneoff long term incentive plan for chief executive 
a oneoff longterm incentive plan has been put in place for aj 
richardson to facilitate his recruitment and retention over the long 
term under this plan he received a oneoff award of 3963964 
phantom units on 10 april 2008 a phantom unit is equivalent to one 
ordinary share in the company
the award will vest after five years from the date of awards subject 
to the achievement of a relative total shareholder return “tsr” 
condition performance will be measured over five financial years 
from 1 january 2009 to 31 december 2012 therefore 0 of 
the award will vest if the company’s tsr is at the median of a 
comparator group consisting of companies in the ftse all share index 
and 100 will vest if the company’s tsr is at the upper quartile or 
higher there will be no vesting below median and the award will 
vest on a straightline basis between median and upper quartile the 
vesting of the award will be satisfied in shares 
the committee believes that eps and tsr are both appropriate measures 
of performance eps measures the profit generated for our ordinary 
shareholders whilst tsr is a measure of shareholder value created
v pension benefits
the executive section of the metalrax group plc pension and life 
assurance plan provides a pension at age 65 of twothirds of final 
pensionable salary subject to completion of sufficient years of service 
in accordance with group policy pensionable salary does not include 
any bonuses if a member of the scheme dies while still in service the 
scheme provides life assurance cover of four times pensionable salary 
and a widow’s pension
aj richardson and mj stock are not members of this scheme but the 
company contributes towards their personal money purchase schemes 
they also receive death in service cover of four times basic salary
remuneration of nonexecutive directors
the remuneration of the chairman is decided by the board 
following recommendations made by other members of the 
remuneration committee in consultation with the chief executive 
the remuneration of the other nonexecutive directors is determined 
by the board following recommendations by the chairman and after 
consultation with the chief executive
directors’ service agreements
no director has a contract requiring more than 12 months’ notice 
the nonexecutive directors whose remuneration is determined 
by the board do not have service agreements but are appointed 
for a fixed term expiring when they become due for reelection at 
an annual general meeting they are not allowed to participate in 
share option schemes and are not eligible to join any of the group’s 
pension schemes
compensation for loss of office 
compensation for loss of office typically includes payments of salary 
benefits pension contributions and lump sum payments
directors’ other interests
no director had an interest in any contract subsisting during the year 
which was significant in relation to the group’s business
performance graph 
the directors consider the aim all share index to be appropriate for 
comparative purposes as it represents a broad equity index 
160
140
120
100
80
60
40
20
0
2004 2005 2006 2007 2008
mrx
ftse smallcap
120
100
80
60
40
20
0
jun 08 jul 08 aug 08 sep 08 oct 08 nov 08 dec 08
mrx
aim all share
16043metalrax aindd   31 17062009   0515 stock code mrx metalrax group plc  annual report 2008
32
16043 12062009 proof 10
directors’ remuneration report
information subject to audit 
directors’ remuneration excluding pensions
 salary  benefits total  total
 fee bonus in kind  2008 2007
  £’000  £’000 £’000 £’000  £’000
executives
aj richardson 200  21 14 235 193
mj stock from 2 april 2008  123 40  11 174  —
re arbuthnot — — — — 453
wd kelly — — — — 240
nonexecutives
jra crabtree chairman 52 — — 52 52
jk adcock 31 — — 31 31
ap pearson to 31 december 2008 31 — — 31 31
i paling from 4 april 2008 27 — — 27 —
r fort to 23 may 2007 — — — — 10
2008 totals 464  61 25  550  1010
2007 totals 420 150 28 598 
compensation to previous directors of £412000 was reported in 2007 re arbuthnot was employed until 31 december 2007 his compensation 
for loss of office of £314000 represents continuation of his salary and benefits until retirement date the compensation for loss of office for wd 
kelly of £98000 represents lump sum amounts in respect of pay in lieu of notice and premium benefit accounted for in 2007 
pension benefits earned by directors 
contributions paid by the company in respect of directors participating in money purchase schemes were as follows 
 2008 2007
 £’000 £’000
aj richardson 50 11
mj stock 25 —
 75 11
directors’ interests in shares 
the beneficial interests of the directors who held office at the end of the year in the ordinary shares of the company as notified to the 
company are 
 2008 2007
jra crabtree 100000 50000
aj richardson 112000 20000
mj stock 60000 –
jk adcock 68429 34809
i paling 30000 —
directors’ share options
the share options granted during the financial year 2007 nil were as follows
  options  grant market value fair value vesting
 scheme granted date at grant date at grant date period
aj richardson oneoff ltip 3963964  10 april 2008 288p 165p 5 years
 2007 esop 720720 10 april 2008 288p 75p 3 years
mj stock 2007 esop 594594 10 april 2008 288p 75p 3 years
there were no awards in 2008 in respect of the 2006 ltip 2007 nil
on behalf of the board 
jk adcock 
chairman of the remuneration committee
15 june 2009
16043metalrax aindd   32 17062009   0515 niche innovative customer focused
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
33
our business our governance our accounts
16043 12062009 proof 10
report of the independent auditors 
to the members of metalrax group plc
we have audited the group and parent company financial 
statements the “financial statements’’ of metalrax group plc for 
the year ended 31 december 2008 which comprise the consolidated 
income statement the consolidated and parent company 
balance sheets the consolidated and parent company cash flow 
statements the consolidated and parent company statements 
of recognised income and expense and the related notes 1 to 34 
these financial statements have been prepared under the accounting 
policies set out therein we have also audited the information in the 
directors’ remuneration report that is described as having been 
audited
this report is made solely to the company’s members as a body 
in accordance with section 235 of the companies act 1985 our 
audit work has been undertaken so that we might state to the 
company’s members those matters we are required to state to them 
in an auditors’ report and for no other purpose to the fullest extent 
permitted by law we do not accept or assume responsibility to 
anyone other than the company and the company’s members as a 
body for our audit work for this report or for the opinions we have 
formed
respective responsibilities of directors and auditors
the directors’ responsibilities for preparing the annual report the 
directors’ remuneration report and the financial statements in 
accordance with applicable law and international financial reporting 
standards ifrss as adopted by the european union are set out in 
the statement of directors’ responsibilities
our responsibility is to audit the financial statements and the part 
of the directors’ remuneration report to be audited in accordance 
with relevant legal and regulatory requirements and international 
standards on auditing uk and ireland
we report to you our opinion as to whether the financial statements 
give a true and fair view and whether the financial statements and 
the part of the directors’ remuneration report to be audited have 
been properly prepared in accordance with the companies act 1985 
we also report to you whether in our opinion the information given 
in the directors’ report is consistent with the financial statements 
the information given in the directors’ report includes that specific 
information presented in the operating and financial review that 
is crossreferred from the business review section of the directors’ 
report
in addition we report to you if in our opinion the company has 
not kept proper accounting records if we have not received all 
the information and explanations we require for our audit or if 
information specified by law regarding directors’ remuneration and 
other transactions is not disclosed
although not required to do so the directors have voluntarily 
chosen to make a corporate governance statement detailing the 
extent of their compliance with the july 2003 frc combined code 
we review whether the corporate governance statement reflects 
the company’s compliance with the nine provisions of the 2006 
combined code specified for our review by the listing rules of 
the financial services authority and we report if it does not we 
are not required to consider whether the board’s statements on 
internal control cover all risks and controls or form an opinion on the 
effectiveness of the group’s corporate governance procedures or its 
risk and control procedures
we read the other information contained in the annual report 
as described in the contents section and consider whether it 
is consistent with the audited financial statements the other 
information comprises only the directors’ report the unaudited part 
of the directors’ remuneration report the chairman’s statement 
the operating and financial review and the corporate governance 
statement we consider the implications for our report if we become 
aware of any apparent misstatements or material inconsistencies with 
the financial statements our responsibilities do not extend to any 
further information outside the annual report
basis of audit opinion
we conducted our audit in accordance with international standards 
on auditing uk and ireland issued by the auditing practices board 
an audit includes examination on a test basis of evidence relevant to 
the amounts and disclosures in the financial statements and the part 
of the directors’ remuneration report to be audited it also includes 
an assessment of the significant estimates and judgements made 
by the directors in the preparation of the financial statements and 
of whether the accounting policies are appropriate to the group’s 
and company’s circumstances consistently applied and adequately 
disclosed
we planned and performed our audit so as to obtain all the 
information and explanations which we considered necessary in 
order to provide us with sufficient evidence to give reasonable 
assurance that the financial statements and the part of the 
directors’ remuneration report to be audited are free from material 
misstatement whether caused by fraud or other irregularity or error 
in forming our opinion we also evaluated the overall adequacy of the 
presentation of information in the financial statements and the part 
of the directors’ remuneration report to be audited 
16043metalrax aindd   33 17062009   0515 34 34
16043 10062009 proof 6
emphasis of matter — going concern
in forming our opinion on the financial statements which is not 
qualified we have considered the adequacy of the disclosure made 
in note 1 see below to the financial statements concerning the 
company’s and group’s ability to continue as a going concern 
the group is in the process of renegotiating its banking facilities 
with its current providers these conditions along with other matters 
explained in note 1 to the financial statements indicate the existence 
of a material uncertainty which may cast significant doubt about 
the company’s and group’s ability to continue as a going concern 
the financial statements do not include the adjustments that would 
result if the company and group were unable to continue as a going 
concern
opinion
in our opinion
n the group financial statements give a true and fair view in 
accordance with ifrss as adopted by the european union of the 
state of the group’s affairs as at 31 december 2008 and of its 
loss for the year then ended
n the parent company financial statements give a true and fair 
view in accordance with ifrss as adopted by the european union 
as applied in accordance with the provisions of the companies 
act 1985 of the state of the parent company’s affairs as at 
31 december 2008 
n the financial statements and the part of the directors’ 
remuneration report to be audited have been properly prepared 
in accordance with the companies act 1985 and
n the information given in the directors’ report is consistent with 
the financial statements
deloitte llp
chartered accountants and registered auditors 
four brindleyplace
birmingham
b1 2hz
15 june 2009
report of the independent auditors 
to the members of metalrax group plc
stock code mrx metalrax group plc  annual report 2008
16043metalrax aindd   34 17062009   0515 16043 10062009 proof 6
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
35
16043 10062009 proof 6
financial statements
16043metalrax aindd   35 17062009   0515 36
16043 12062009 proof 10
niche
innovative
customer focused
 metalrax group plc make and supply specialist 
steel products worldwide operating in niche 
markets with significant barriers to entry
wwwmetalraxgroupcouk metalrax group plc  annual report 2008
16043metalrax aindd   36 17062009   0515 our business our governance our accounts
16043 12062009 proof 10
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
37
consolidated income statement
year ended 31 december 2008
    2008 2007
    total  total
    notes £’m £’m
continuing operations
revenue    2 748 702
cost of sales    567 542
gross profit    181 160
distribution expense     62 56
administrative expense    133 147
other operating income     —  01
operating profit before exceptional items sharebased payments 
and goodwill impairment     20 26
exceptional items    3 24 69
sharebased payments    23 02  —
goodwill impairment    3 08  —
exceptional operating income    3  — 01
operating loss    6 14 42
finance income    5  01 —
finance expense    5 09 10
profitloss before income tax     22 52
income tax expense    7  09  30
loss for the year from continuing operations     31 22
discontinued operations   4 131 48
loss for the year    162 70
loss for the year attributable to equity holders of the parent   162 70
lossearnings per ordinary share — continuing
basic and diluted lossearnings per share    8 260p 184p
lossearnings per ordinary share — discontinued
basic and diluted lossearnings per share     1095p 399p
lossearnings per ordinary share — continuing  discontinued
basic and diluted lossearnings per share    8 1355p 583p
dividends in respect of the year
paid £’m    9 — 65
paid per share    9 — 540p
  exceptional items note 3 are items of income and expenditure that in the judgement of management should be disclosed separately on the basis that they are material either by their 
nature or their size to the understanding of the financial statements and where not to do so would distort the comparability of financial performance between periods in 2007 the £69m 
charge comprised reorganisation costs losses on longterm contracts stock writedowns and property profits in 2008 the £24m charge comprises further such costs as the strategy set out 
previously has continued to be implemented for further details see note 3 and the finance review
16043metalrax aindd   37 17062009   0515 38
16043 12062009 proof 10
consolidated income statement
year ended 31 december 2008
stock code mrx metalrax group plc  annual report 2008
statements of recognised income and expense
year ended 31 december 2008
 consolidated
    2008 2007
   notes £’m £’m
devaluationrevaluation of properties    40  117
actuarial gainloss on defined benefit pension scheme     03 06
tax on items taken directly to equity     01  14
exchange gain     04 —
net income recognised directly in equity     34  97
loss for the year    162  70
total recognised lossincome for the year   25 196  27
attributable to
equity holders of the parent   25 196  27
 company
    2008 2007
   notes £’m £’m
devaluationrevaluation of properties    09  11
actuarial gainloss on defined benefit pension scheme     03 06
tax on items taken directly to equity    01  01
exchange losses     12 —
net income recognised directly in equity     19 04
loss for the year    174  18
total recognised loss for the year   25 193 14
attributable to
equity holders of the parent   25 193  14
16043metalrax aindd   38 17062009   0515 our business our governance our accounts
16043 12062009 proof 10
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
39
    2008 2007
   notes £’m £’m
assets
goodwill   10  76 114
other intangible assets   10  06 —
property plant and equipment    12 338 363
deferred tax asset    20  14 16
total noncurrent assets    434 493
inventories   14 111 132
trade and other receivables   15 185 243
current tax asset    —  03
assets held for sale   16  08 36
total current assets    304 414
total assets    738 907
liabilities
loan notes   18 — 03
trade and other payables    226  223
provisions   19 07 04
current tax payable    03 —
bank overdrafts and loans   18 125  120
total current liabilities   17 361  350
loan notes   18 — 03
provisions   19 12 03
employee benefits   21 30 34
deferred tax liabilities   20 23 11
total noncurrent liabilities    65 51
total liabilities    426 401
net assets    312 506
equity
share capital ordinary shares   22 60  60
share premium   24 27  27
capital redemption reserve   24 03 03
revaluation reserve   24 63  103
other reserve   24 02 —
retained earnings   24 157  313
total equity   25 312 506
signed on behalf of the board by
 
aj richardson  mj stock
group chief executive  group finance director
15 june 2009
consolidated balance sheet
as at 31 december 2008
16043metalrax aindd   39 17062009   0515 40
16043 12062009 proof 10
consolidated income statement
year ended 31 december 2008
stock code mrx metalrax group plc  annual report 2008
company balance sheet
as at 31 december 2008
    2008 2007
   notes £’m £’m
assets
property plant and equipment   12  21  29
investments in subsidiaries   13 239  300
deferred tax asset   20  08 10
total noncurrent assets    268  339
other receivables   15  04 01
amounts owed by group undertakings    224  316
current tax assets     — 02
assets held for sale     — —
total current assets    228  319
total assets    496  658
liabilities
loan notes   18  — 03
amounts payable to group undertakings    48 —
current tax liabilities    02 —
trade and other payables    28  23
bank overdrafts and loans   18 209  232
total current liabilities   17 287  258
loan notes   18 — 02
employee benefits   21 30  34
deferred tax liabilities   20 08 02
total noncurrent liabilities    38  38
total liabilities    325  296
net assets    171  362
equity
share capital   22  60  60
share premium account   24  27  27
capital redemption reserve   24  03 03
revaluation reserve   24  — 09
other reserve   24 02 —
retained earnings   24 79  263
total equity   25 171  362
signed on behalf of the board by 
aj richardson  mj stock
group chief executive  group finance director
15 june 2009
16043metalrax aindd   40 16043metalrax aindd   40 17062009   0515 17062009   0515 our business our governance our accounts
16043 12062009 proof 10
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
41
cash flow statements
year ended 31 december 2008
  2008 2007 2008 2007
  group group company company
 notes £’m £’m £’m £’m
operating loss  145  90  167 06
depreciation net of disposals   25  49 02  01
profit on sale of property   —  15  —  —
impairment losses   107  30  139  —
sharebased payment expense   02  —  02  —
exchange losses   07  —  12  —
amortisation of intangibles   —  —  —  —
decrease in inventories  19  49  —  —
decreaseincrease in trade and other receivables  46  41 42  91
decreaseincrease in payables   04  03  57  07
increase in provisions   13  07  —  —
decrease in noncurrent liabilities   —  04  —  03
other noncash movements   04  — 05  —
cash generated fromused in operations 26a  52  65 68  92
interest received   01 —  — —
interest paid   10 10  08 10
tax income receivedpaid   12 08  04 07
net cash generated fromused in operating activities   55  47 64  109
investing activities
purchase of property plant and equipment   34  60  04  01
proceeds from sale of property plant and equipment   04  63  — 07
acquisition of businesses net of cash acquired 26d  36 06  37 06
sale of businesses   06  —  —  —
net cash used infrom investing activities   60 03  41 —
financing activities
equity dividends paid 9  —  65  —  65
repayment of borrowings   50  —  50  —
new bank loans raised 18  30 50  30  50
decreaseincrease in bank overdraft   25 29  03  124
net cash used infrom financing activities   05 44  23  109
net decrease in cash and cash equivalents 26b  — —  — —
cash and cash equivalents at beginning of year   — —  — —
cash and cash equivalents at end of year 26c  — —  — —
16043metalrax aindd   41 17062009   0515 42
16043 12062009 proof 10
consolidated income statement
year ended 31 december 2008
stock code mrx metalrax group plc  annual report 2008
accounting policies 
year ended 31 december 2008 
metalrax group plc is a company incorporated in the united kingdom under the companies act 1985 the consolidated financial statements 
of the company for the year ended 31 december 2008 comprise the company and its subsidiaries together referred to as the “group” the 
consolidated and parent company financial statements were authorised for issuance on 15 june 2009 these financial statements have been 
prepared to the nearest £01m 
the address of the registered office is given on page 82 the nature of the group’s operations and its principal activities are set out in the chief 
executive’s review on pages 6 to 12 report of the directors on pages 22 and 23 and note 2 on pages 48 to 53 
these financial statements are presented in pounds sterling because that is the currency of the primary economic environment in which the 
group operates foreign operations are included in accordance with the policies set out in the accounting policies below 
statement of compliance 
both the group and parent company financial statements have been prepared and approved by the directors in accordance with international 
financial reporting standards and interpretations adopted for use by the eu ”ifrs” on publishing the parent company financial statements 
here together with the group financial statements the company is taking advantage of the exemption in s230 of the companies act 1985 not 
to present its individual income statement and related notes that form part of the approved financial statements 
basis of preparation 
the financial statements are prepared on the historical cost basis except that freehold and long leasehold properties derivative financial 
instruments and assets classified as held for sale are held at fair value the preparation of financial statements in conformity with ifrss requires 
management to make judgements estimates and assumptions that affect the application of policies and reported amounts of assets and 
liabilities income and expenses the estimates and associated assumptions are based on historical experience and various other factors that are 
believed to be reasonable under the circumstances the results of which form the basis of making the judgements about carrying values of assets 
and liabilities that are not readily apparent from other sources actual results may differ from these estimates 
the estimates and underlying assumptions are reviewed on an ongoing basis revisions to accounting estimates are recognised in the period in 
which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both 
current and future periods 
the accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements except 
for the accounting policy on intangible assets which is new in the group in 2008
basis of consolidation 
subsidiaries are entities controlled by the company control exists when the company has the power directly or indirectly to govern the 
financial and operating policies of an entity so as to obtain benefits from its activities the financial statements of subsidiaries are included in the 
consolidated financial statements from the date that control commences until the date that control ceases 
intragroup balances and any unrealised gains and losses or income and expenses arising from intragroup transactions are eliminated in 
preparing the consolidated financial statements 
business combinations 
the acquisition of subsidiaries is accounted for using the purchase method the cost of the acquisition is measured at the aggregate of the 
fair values at the date of exchange of assets given liabilities incurred or assumed and equity instruments issued by the group in exchange 
for control of the acquiree plus any costs directly attributable to the business combination the acquiree’s identifiable assets liabilities and 
contingent liabilities that meet the conditions for recognition under ifrs3 are recognised at their fair value at the acquisition date except for 
noncurrent or disposal groups that are classified as held for resale in accordance with ifrs5 noncurrent assets held for sale and discontinued 
operations which are recognised and measured at fair value less costs to sell 
16043metalrax aindd   42 17062009   0515 our business our governance our accounts
16043 12062009 proof 10
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
43
goodwill arising on acquisition is recognised as an asset and initially measured at cost being the excess of the cost of the business combination 
over the group’s interest in the net fair value of the identifiable assets liabilities and contingent liabilities recognised if after reassessment 
the group’s interest in the net fair value of the acquiree’s identifiable assets liabilities and contingent liabilities exceeds the cost of the business 
combination the excess is recognised immediately in profit or loss 
revenue 
revenue is measured at the fair value of the consideration received or receivable and represents the amounts receivable for goods and services 
provided in the normal course of business net of discounts vat and other sales related taxes sales of goods are recognised when goods are 
delivered and title has passed 
construction contracts 
the group undertakes longterm contracts for construction projects as a subcontractor where the outcome of a construction contract can 
be estimated reliably revenue and costs are recognised by reference to the stage of completion of the contract activity at the balance sheet 
date this is normally measured by the proportion that contract costs incurred for work performed to date bear to the estimated total contract 
costs except where this would not be representative of the stage of completion variations in contract work claims and incentive payments are 
included to the extent that they have been agreed with the customer 
where the outcome of a construction contract cannot be estimated reliably contract revenue is recognised to the extent of contract costs 
incurred that it is probable will be recoverable contract costs are recognised as expenses in the period in which they are incurred when it is 
probable that total contract costs will exceed total contract revenue the expected loss is recognised as an expense immediately 
depreciation 
depreciation of property plant and equipment is charged to the income statement so as to write off the cost or valuation of the assets over the 
estimated useful lives after taking account of estimated residual values land is not depreciated 
the principal rates and methods of depreciation used are as follows 
n freehold buildings long leasehold property improvements and ground rents 2 per annum on cost 
n short leasehold property improvement over the period of the lease 
n plant fixtures and fittings and office equipment 10–20 per annum on cost 
n motor vehicles 25 per annum on cost 
leases 
leases in which the group assumes substantially all of the risks and rewards of ownership are classified as finance leases these assets are 
included in the balance sheet and are depreciated accordingly the capital element of the corresponding financing commitments is included in 
the balance sheet 
lease payments in respect of finance leases are apportioned between the finance charge and the reduction of the outstanding liability the 
finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance 
of the liability 
payments made under operating leases are recognised in the income statement on a straightline basis over the term of the lease 
16043metalrax aindd   43 17062009   0515 44
16043 12062009 proof 10
consolidated income statement
year ended 31 december 2008
stock code mrx metalrax group plc  annual report 2008
financing income and costs 
financing costs comprise interest payable on borrowings and gains and losses on financial instruments that are recognised in the income 
statement 
interest income is recognised in the income statement as it accrues 
interest payable on borrowings includes a charge in respect of attributable transaction costs which are recognised in the income statement 
over the period of the borrowings on an effective interest basis the interest expense component of finance lease payments is recognised in the 
income statement using the implicit interest rate method 
taxation 
the tax on the profit or loss comprises current and deferred tax current tax is the expected tax payable on the taxable income for the year 
using tax rates enacted at the balance sheet date and any adjustment to tax payable in respect of previous years 
deferred tax is provided using the balance sheet liability method providing for temporary differences between the carrying amounts of assets 
and liabilities for financial reporting purposes and the amounts used for tax purposes the following temporary differences are not provided 
for goodwill not deductible for tax purposes the initial recognition of assets or liabilities that affect neither accounting nor taxable profit and 
differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future the amount of 
deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities using tax 
rates enacted or substantively enacted on the balance sheet date 
a deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can 
be utilised 
segment reporting 
a segment is a distinguishable component of the group that is engaged in providing products or services business segment or in providing 
products or services within a particular economic environment geographical segment which is subject to risks and rewards that are different 
from those of other segments 
the group primarily analyses its activities based on class of business its operational activities are undertaken mainly within the uk with a newly 
acquired us business and a romanian business and accordingly the group’s secondary segments are derived by geographical activity 
impairments 
the carrying amounts of all the group’s assets are reviewed at each balance sheet date to determine whether there is any indication of 
impairment if any such indication exists the asset’s recoverable amount is estimated an impairment loss is recognised whenever the carrying 
amount of an asset or its cash generating unit exceeds its recoverable amount impairment losses are recognised in the income statement unless 
the asset is recorded at a revalued amount in which case it is treated as a revaluation decrease 
property plant and equipment 
items of property plant and equipment are stated at cost or valuation less accumulated depreciation and accumulated impairment losses 
revaluations are performed with sufficient regularity that the carrying amount does not differ materially from that which would be determined 
using fair values at the balance sheet date 
any revaluation increase arising on the revaluation of land and buildings is credited to the revaluation reserve except to the extent that it 
reverses a revaluation decrease for the same asset previously recognised as an expense in which case the increase is credited to the income 
statement to the extent of the decrease previously charged a decrease in carrying amount arising on the revaluation of such land and buildings 
is charged as an expense to the extent that it exceeds the balance if any held in the revaluation reserve relating to a previous revaluation of 
that asset 
depreciation on revalued buildings is charged to income on the subsequent sale or retirement of a revalued property the attributable 
revaluation surplus remaining in the revaluation reserve is transferred directly to retained earnings 
accounting policies 
year ended 31 december 2008 
16043metalrax aindd   44 17062009   0515 our business our governance our accounts
16043 12062009 proof 10
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
45
the cost of selfconstructed assets includes the cost of materials direct labour and an appropriate proportion of directly attributable overheads 
when parts of an item of property plant and equipment have different useful lives those components are accounted for as separate items of 
property plant and equipment 
intangible assets
goodwill 
all business combinations are accounted for by applying the purchase method in respect of acquisitions since april 2004 goodwill represents 
the difference between the cost of acquisition and the fair value of the group’s share of the net identifiable assets acquired in respect of 
acquisitions prior to this date goodwill is included on the basis of its deemed cost which represents the amount recorded under previous gaap  
at each balance sheet date the group reviews the carrying amounts of its goodwill to determine whether there is any indication that those 
assets have suffered an impairment loss if any such indication exists the recoverable amount of the asset is estimated in order to determine 
the extent of the impairment loss if any where the asset does not generate any cash flows that are independent from other assets the group 
estimates the recoverable amount of the cash generating unit cgu to which the asset belongs any goodwill with an indefinite useful life is 
tested for impairment annually and whenever there is an indication that the asset may be impaired 
recoverable amount is the higher of fair value less costs to sell and value in use the key assumptions for the value in use calculations are those 
regarding the discount rates growth rates and expected changes to selling prices and direct costs during the period management estimates 
discount rates using pretax rates that reflect current market assessments of the time value of money and the risks specific to the cgus the 
growth rates are based on industry growth forecasts changes in selling prices and direct costs are based on past practices and expectations of 
future changes in the market 
the group prepares cash flow forecasts derived from the most recent financial budgets approved by management for the next three years and 
extrapolates cash flows to perpetuity excluding any growth 
if the recoverable amount of goodwill is estimated to be less than its carrying amount the carrying amount is reduced to its recoverable amount 
an impairment loss is recognised as an expense immediately 
gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold 
other intangible assets
intangible assets that are acquired on the acquisition of a business are stated at their fair value and are amortised over their useful lives as 
follows
brands indefinite
beneficial customer contracts 10 years
computer software is stated at cost and is amortised over its useful life of 3 years
amortisation 
amortisation is charged to the income statement on a straightline basis over the estimated useful lives other intangible assets are amortised 
from the date that they are available for use the group has identified intangible assets in respect of its customer base the values of these 
contracts are recognised as part of the net identifiable assets acquired and are amortised over the unexpired period of the contract which is up 
to five years 
inventories 
inventories are stated at the lower of cost and net realisable value cost comprises direct materials and where appropriate overheads that have 
been incurred in bringing the inventory to its present location and condition net realisable value is the estimated selling price in the ordinary 
course of business less the estimated costs of completion and selling expenses 
16043metalrax aindd   45 17062009   0515 46
16043 12062009 proof 10
consolidated income statement
year ended 31 december 2008
stock code mrx metalrax group plc  annual report 2008
financial instruments 
a financial assets 
the group’s financial assets fall into the categories discussed below with the allocation depending to an extent on the purpose for which the 
asset was acquired although the group occasionally uses derivative financial instruments in economic hedges of currency rate risk it does not 
hedge account for these transactions the group has not classified any of its financial assets as held to maturity unless otherwise indicated the 
carrying amounts of the group’s financial assets are a reasonable approximation of their fair values 
a i loans and receivables 
these assets are nonderivative financial assets with fixed or determinable payments that are not quoted in an active market they arise 
principally through the provision of goods and services to customers eg trade receivables and deposits held at banks but may also incorporate 
other types of contractual monetary asset they are initially recognised at fair value plus transaction costs that are directly attributable to the 
acquisition or issue and subsequently carried at amortised cost using the effective interest rate method less provision for impairment the effect 
of discounting on these financial instruments is not considered to be material 
impairment provisions are recognised when there is objective evidence such as significant financial difficulties on the part of the counterparty or 
default or significant delay in payment that the group will be unable to collect all of the amounts due under the terms receivable the amount 
of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated 
with the impaired receivable for trade receivables such provisions are recorded in a separate allowance account with the loss being recognised 
within distribution expenses in the income statement on confirmation that the trade receivable will not be collectable the gross carrying value 
of the asset is written off against the associated provision 
a ii fair value through profit or loss 
this category comprises only ‘in the money’ foreign exchange derivatives to the extent that they exist see bii for ‘out of the money’ 
derivatives they are carried in the balance sheet at fair value with changes in fair value recognised in finance income or expense other than 
these derivative financial instruments the group does not have any assets held for trading nor has it designated any financial assets as being at 
fair value through profit or loss 
b financial liabilities 
the group classifies its financial liabilities into one of two categories depending on the purpose for which the liability was incurred unless 
otherwise indicated the carrying amounts of the group’s financial liabilities are a reasonable approximation of their fair values 
b i financial liabilities measured at amortised cost 
these liabilities include the following items 
n trade payables and other shortterm monetary liabilities which are initially recognised at fair value and subsequently carried at amortised 
cost using the effective interest method 
n bank borrowings and loan notes are initially recognised at fair value net of any transaction costs directly attributable to the issue of the 
instrument such interest bearing liabilities are subsequently measured at amortised cost using the effective interest rate method interest is 
recognised as a finance expense in the income statement 
the fair value of the group’s financial liabilities is determined in accordance with generally accepted pricing models based on discounted cash 
flow analysis using market rates of interest 
b ii fair value through profit or loss 
this category comprises only ‘out of the money’ derivatives to the extent that they exist see a ii for ‘in the money’ derivatives they are 
carried in the balance sheet at fair value with changes in fair value recognised in finance income or expense other than these derivative 
financial instruments the group does not have any liabilities held for trading nor has it designated any financial liabilities as being at fair value 
through profit or loss 
the methods used for calculating the fair value of the group’s interest rate and foreign exchange derivatives have been described in 
a ii above 
accounting policies 
year ended 31 december 2008 
16043metalrax aindd   46 17062009   0515 our business our governance our accounts
16043 12062009 proof 10
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
47
c share capital 
the group’s ordinary shares are classified as equity instruments the group is not subject to any externally imposed capital requirements share 
capital includes the nominal value of the shares and any share premium attaching to the shares 
assets held for sale 
assets and disposal groups are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than through 
continuing use 
assets held for sale are stated at the lower of carrying amount and fair value less costs to sell 
cash and cash equivalents 
for the purposes of the consolidated cash flow statement cash and cash equivalents comprise cash balances with less than three months 
maturity from the date of acquisition 
employee benefits 
pension schemes 
payments to defined contribution retirement benefit schemes are charged as an expense as they fall due payments made to statemanaged 
retirement benefit schemes are dealt with as payments to defined contribution schemes where the group’s obligations under the schemes are 
equivalent to those arising in a defined contribution retirement benefit scheme 
for defined benefit schemes the cost of providing benefits is determined using the projected unit credit method with actuarial valuations being 
carried out at each balance sheet date actuarial gains and losses are recognised in full in the period in which they occur they are recognised 
outside profit or loss and presented in the statement of recognised income and expense 
past service cost is recognised immediately to the extent that the benefits are already vested and otherwise is amortised on a straightline basis 
over the average period until the benefits become vested 
the retirement benefit obligation recognised in the balance sheet represents the present value of the defined benefit obligation as adjusted 
for unrecognised past service cost and as reduced by the fair value of scheme assets any asset resulting from this calculation is limited to past 
service cost plus the present value of available refunds and reductions in future contributions to the scheme 
sharebased payments 
the group provides sharebased incentives under four separate schemes all previous schemes having lapsed 
executive bonus and longterm incentive plan ltip 
this was introduced during 2006 for certain key executives to date no awards have been made under this plan 
oneoff long term incentive plan for chief executive
this award was introduced in 2007 to facilitate the recruitment of aj richardson a oneoff award was made under this plan on 10 april 2008 
the award has been regarded as an equitysettled share option plan with a vesting period of 5 years the fair value of this award was measured 
at the date of grant using the monte carlo model and will not be subsequently remeasured details of the vesting performance criteria are set 
out in note 23
2007 executive share option plan esop 
this plan introduced during 2007 allows the granting of options to any employee in the group including executive directors subject to the 
achievement of certain performance targets awards were made under this plan on 10 april 2008 the award has been regarded as an 
equitysettled share option plan with a vesting period of 3 years the fair value of this award was measured at the date of grant using the 
black–scholes model and will not be subsequently remeasured details of the vesting performance criteria are set out in note 23
16043metalrax aindd   47 17062009   0516 48
16043 12062009 proof 10
consolidated income statement
year ended 31 december 2008
stock code mrx metalrax group plc  annual report 2008
2007 sharesave scheme 
this hm revenue  customs approved scheme was introduced during 2007 and allows employees to commit to saving a fixed amount of salary 
each month which can be used after three years to purchase share options awarded to individual employees based on the level of savings they 
have agreed to as such it is regarded as an equitysettled share option plan with a vesting period of three years and with nonmarket based 
performance criteria 
the first awards under this scheme were made on 24 october 2007 and will vest on 1 december 2010 the fair value of this award was 
measured at the date of grant using the black–scholes model and will not be subsequently remeasured this fair value is charged to the 
consolidated income statement on a straightline basis over the vesting period based on the actual level of forfeiture and the expected level of 
options that will ultimately vest the corresponding credit is to shareholders’ funds 
provisions 
a provision is recognised in the balance sheet when the group has a present legal or constructive obligation as a result of a past event and it 
is probable that an outflow of economic benefits will be required to settle the obligation if the effect is material provisions are determined by 
discounting the expected future cash flows at a pretax rate that reflects current market assessments of the time value of money and where 
appropriate the risks specific to the liability 
foreign currencies 
the individual financial statements of each group company are presented in the currency of the primary economic environment in which it 
operates its functional currency for the purpose of the consolidated financial statements the results and financial position of each group 
company are expressed in pounds sterling which is the functional currency of the company and the presentation currency for the consolidated 
financial statements 
in preparing the financial statement of the individual companies transactions in currencies other than the functional currency foreign 
currencies are recorded at the rates of exchange prevailing on the dates of the transactions at each balance sheet date monetary assets and 
liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date 
for the purpose of presenting consolidated financial statements the assets and liabilities of the group’s foreign operations are translated at 
exchange rates prevailing on the balance sheet date income and expense items are translated at the average exchange rates for the period 
significant judgements and estimates 
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 of assets and liabilities income and expenses the estimates and associated assumptions 
are based on historical experience and various other factors that are believed to be reasonable under the circumstances the results of which 
form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources actual 
results may differ from these estimates 
in the process of applying the group’s accounting policies management have concluded that the three areas of significant judgement and 
estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are 
going concern
as noted in note 1 the directors have a reasonable expectation that the group will be successful in obtaining the necessary funding and for this 
reason believes it is appropriate to continue to adopt the going concern basis in preparing the annual report and accounts
impairment of goodwill 
determining whether goodwill is impaired requires an estimation of the value in use of the cash generating units to which goodwill has been 
allocated the value in use calculation requires the company to estimate the future cash flows expected to arise from the cash generating 
unit and a suitable discount rate to calculate present value the carrying amount of goodwill at the balance sheet date was £76m £47m of 
goodwill was impaired on discontinued businesses and £08m was impaired on premier stairways no impairment loss was recognised 
during 2007 
accounting policies 
year ended 31 december 2008 
16043metalrax aindd   48 17062009   0516 our business our governance our accounts
16043 12062009 proof 10
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
49
longterm contracts 
the carrying value of both work in progress and amounts recoverable in contracts is carefully considered through an exercise of estimating the 
final position on completion of those contracts this includes making a judgement as to the success of any claims including those which may be 
subject to a legal process for recovery 
stock provisioning policy 
provisions for obsolete and slowmoving stock are calculated using a systematic approach based on anticipated usage this requires 
management at each business unit to make judgements relating both to the extent to which historic usage is likely to continue into the future 
and also on the likely net realisable value of stock 
adoption of new and revised standards 
the following new standards amendments to standards or interpretations are mandatory for the first time for the financial year beginning 
1 january 2008 but are not currently relevant for the group
ifric11 ‘ifrs2 — group and treasury share transactions’
ifric12 ‘service concession arrangements’
the following new standards amendments to standards and interpretations have been issued but are not effective for the financial year 
beginning 1 january 2008 and have not been early adopted
ifrs8 ‘operating segments’ effective for annual periods beginning on or after 1 january 2009 ifrs8 replaces ias14 ‘segment reporting’ 
and requires a ‘management approach’ under which segment information is presented on the same basis as that used for internal reporting 
purposes
ifrs2 amendment ‘sharebased payment’ effective for annual periods beginning on or after 1 january 2009 management is assessing the 
impact of changes to vesting conditions and cancellations on the group’s saye schemes
ifrs3 amendment ‘business combinations’ and consequential amendments to ias27 ‘consolidated and separate financial statements’ ias28 
‘investments in associates’ and ias31 ‘interests in joint ventures’ effective prospectively to business combinations for which the acquisition date 
is on or after the beginning of the first annual reporting period beginning on or after 1 july 2009 management is assessing the impact of the 
new requirements regarding acquisition accounting consolidation and associates on the group the group does not have any joint ventures
ias1 amendment ‘presentation of financial statements’ effective for annual periods beginning on or after 1 january 2009 management is in 
the process of developing pro forma accounts under the revised disclosure requirements of this standard
ias32 amendment ‘financial instruments presentation’ and consequential amendments to ias1 ‘presentation of financial statements’ 
effective for annual periods beginning on or after 1 january 2009 this is not currently relevant to the group as the group does not have any 
puttable instruments
ifric13 ‘customer loyalty programmes’ effective for annual periods beginning on or after 1 july 2008 this is not relevant to the group
ifric14 ‘ias19 — the limit on a defined benefit asset minimum funding requirements and their interaction’ effective for annual periods 
beginning on or after 1 january 2008 this is not currently relevant to the group as the group does not have an ias19 surplus
at the date of authorisation of these financial statements the following standards and interpretations which have not been applied in these 
financial statements were in issue but not yet effective and in some cases had not yet been adopted by the eu
ias23 revised 2007 “borrowing costs”
ias27 revised 2008 “consolidated and separate financial statements”
ifric15 “agreements for the construction of real estate”
ifric16 “hedges of a net investment in a foreign operation”
ifric17 “distributions of noncash assets to owners”
ifric18 “transfers of assets from customers”
improvements to ifrss may 2008 “improvements to ifrss 2008”
the directors anticipate that the adoption of these standards and interpretations in future periods will have no material impact on the financial 
statements of the group except for additional segment disclosures when ifrs8 comes into effect for periods commencing on or after 1 january 2009 
16043metalrax aindd   49 17062009   0516 50
16043 12062009 proof 10
consolidated income statement
year ended 31 december 2008
stock code mrx metalrax group plc  annual report 2008
notes to the accounts
year ended 31 december 2008
1 going concern statement
the group consolidated financial statements have been prepared on the going concern basis which assumes that the group will continue to 
be able to meet its liabilities as they fall due for the foreseeable future
the deterioration in market conditions since the year end results in a potential covenant breach at 30 june 2009 and the need for the group to 
refinance its existing banking facilities the group has commenced refinancing discussions with its bankers to secure fully committed facilities 
the move to secured facilities will require the agreement of both the banks and the pension scheme trustees the company is also seeking 
clearance from the pensions regulator whilst these negotiations are significantly progressed they are not yet complete and at the date of signing 
the accounts these facilities are not finalised without these facilities in place there is a risk that the group and the company will be unable to 
continue as a going concern
the board has concluded that ongoing negotiations with its bankers represents a material uncertainty that casts significant doubt upon the 
group’s ability to continue as a going concern however after considering the uncertainties described above the board has a reasonable 
expectation that the group will be successful in obtaining the necessary funding and for this reason believes it is appropriate to continue to 
adopt the going concern basis in preparing the annual report and accounts the financial statements do not include the adjustments that 
would result if the group was unable to continue as a going concern 
further details on the above refinancing is included in the financial review on pages 14 to 17
2  segmental reporting 
a revenue analysis by geographical destination and activity
an analysis of the group’s revenue is as follows
 2008 2007
 continuing discontinued total continuing discontinued total
 £’m £’m £’m £’m £’m £’m
sales of goods  712 300 1012 608 484 1092
revenue from 
construction contracts  34 — 34  93 — 93
property rental income  02 — 02  01 — 01
revenue from external 
customers only  748 300 1048 702 484 1186
 2008 2007
 continuing discontinued total continuing discontinued total
 £’m £’m £’m £’m £’m £’m
united kingdom 482 273 755 480 406 886
rest of europe 187 20 207 186 40 226
north america 46 06 52 20 07 27
rest of world 33 01 34 16 31 47
revenue to external customers  748 300 1048 702 484 1186
consumer durables 255 — 255 259 — 259
specialist engineering 544 313 857 492 504 996
intragroup 51 13 64 49 20 69
revenue to external customers  748 300 1048 702 484 1186
intragroup sales are charged at prevailing market prices and mostly originate from the specialist engineering segment
b segmental analysis by activity
in january 2008 the group was reorganised into two divisions — consumer durables and specialist engineering the principal activities of the 
two divisions are as follows 
n specialist engineering — a variety of precision manufacturing activities that incorporate value adding technology for unique applications in 
the medical specialist metal coating and premium automotive sectors
n consumer durables — manufactures and markets bakeware and associated ranges of kitchen accessories to both the retail and commercial 
markets in the uk and abroad
16043metalrax aindd   50 17062009   0516 our business our governance our accounts
16043 12062009 proof 10
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
51
2  segmental reporting continued
b segmental analysis by activity continued
 in 2007 the group was organised into three operating divisions — housewares engineering support services and automotive — and the 
segmental reporting was analysed on this basis the segmental disclosures for 2007 have been restated to analyse the results of the business as 
if this divisional structure had existed at that time the businesses classified as discontinued in 2008 were all part of the specialist engineering 
division and would have been reported in this segment in 2007
revenue represents amounts derived from the sale of specialist products which fall within the group’s ordinary activities after deduction of trade 
discounts and value added tax the primary segment is based on the activities and markets to which the individual operating business units serve 
and an analysis of external revenue and operating profitloss are shown below
year to 31 december 2008
 continuing businesses
 
 specialist  consumer central total discontinued total
 engineering durables services group businesses group
 £’m £’m £’m £’m £’m £’m
total revenues 540 259 04 803 313 1116
intergroup revenues  47 04 04 55 13 68
revenue from external customers 493 255 — 748 300 1048
operating profit before exceptional 
items sharebased payments and 
goodwill impairment 38 15 33 20 11 31
exceptional items 08 10 06 24 95 119
share options — — 02 02 — 02
goodwill impairment 08 — — 08 47 55
operating lossprofit 22 05 41 14 131 145
finance expense    08 — 08
loss before taxation    22 131 153
taxation ex pense    09 — 09
loss after taxation    31 131 162
other segmental information
 continuing businesses
 
 specialist  consumer central total discontinued total
 engineering durables services group businesses group
 £’m £’m £’m £’m £’m £’m
capital expenditure 22 08 03 33 01 34
depreciation 09   06 02 17 08 25
amortisation — — — — — —
impairment losses 08 03 — 11 97 108
balance sheet
segment assets 450 166 25 641 83 724
unallocated assets      14
segment liabilities 96 48 28 172 73 245
unallocated liabilities      181
net assets 354 118 03 469 10 312
16043metalrax aindd   51 17062009   0516 52
16043 12062009 proof 10
consolidated income statement
year ended 31 december 2008
stock code mrx metalrax group plc  annual report 2008
2  segmental reporting continued
b segmental analysis by activity continued
year to 31 december 2007
 continuing businesses
 
 specialist  consumer central total discontinued total
 engineering durables services group businesses group
 £’m £’m £’m £’m £’m £’m
total revenues 491 259 07 757 504 1261
intergroup revenues 46 02 07 55 20 75
revenue from external customers 445 257 — 702 484 1186
operating profit before exceptional
items and goodwill impairment 21 20 15 26 06 32
exceptional items 46 22  — 68 54 122
goodwill impairment — — — — — —
operating lossprofit 25 02 15 42 48 90
finance expense    10 — 10
loss before taxation    52 48 100
taxation credit    30 — 30
loss after taxation    22 48 70
other segment information
 continuing businesses
 
 specialist  consumer central total discontinued total
 engineering durables services group businesses group
 £’m £’m £’m £’m £’m £’m
capital expenditure 36 14 01 51 08 59
depreciation 15 06 01 22 17 39
impairment losses — — — — 30 30
amortisation 01 — — 01 — 01
balance sheet
segment assets 412 200 08 620 268 888
unallocated assets      19
segment liabilities 92 30 25 147 88 235
unallocated liabilities      166
net assets 320   170 17 473 180 506
notes to the accounts
year ended 31 december 2008
16043metalrax aindd   52 16043metalrax aindd   52 17062009   0516 17062009   0516 our business our governance our accounts
16043 12062009 proof 10
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
53
2  segmental reporting continued
b segmental analysis by activity continued
the unallocated assets and liabilities represent corporate assets and liabilities cash tax including deferred tax and pension scheme obligations
an analysis of the unallocated assets and liabilities is provided below 
    2008 2007
unallocated assets    £’m £’m
deferred tax asset      14  16
current tax asset     — 03
     14  19
    2008 2007
unallocated liabilities    £’m £’m
current tax payable     03 —
bank overdrafts and loans    125 120
pension     30 34
deferred tax     23 12
    181  166
3 exceptional items
exceptional items are items of income and expenditure that in the judgement of management should be disclosed separately on the basis that 
they are material either by their nature or their size to the understanding of the financial statements and where not to do so would distort the 
comparability of financial performance between periods items which have been considered appropriate to disclose as exceptional include profits 
and losses on the disposal of noncurrent assets restructuring and reorganisation costs including profits or losses on the disposal of businesses 
and significant impairments of other current assets
16043metalrax aindd   53 17062009   0516 54
16043 12062009 proof 10
consolidated income statement
year ended 31 december 2008
stock code mrx metalrax group plc  annual report 2008
3 exceptional items continued
 2008 2007
 continuing discontinued total continuing discontinued total
 £’m £’m £’m £’m £’m £’m
profitloss on sale 
of property
1
 — — — 01 14 15
reorganisation and 
restructuring costs
2
 13 31 44 42 47 89
provision for romania losses
3
 05 — 05 07 — 07
losses on longterm contracts — — — — 19 19
impairment of assets
4
 03 50 53 20 02 22
onerous lease costs — 14 14 —  — —
property devaluations 03 — 03 —  — —
total exceptional items  24  95 119 68 54 122
impairment of goodwill 08  47  55 —  — —
ifrs2 share option expense 02 —  02 — —  —
total  34 142 176 68 54 122
total cash paidreceived for
exceptional items 20 43 63 08 09 17
1
  profit on the sale of property arises from the disposal of uk operating sites in 2007 this related to the sites formerly occupied by kenham 
tools and pressings and prescott powell together with part of the gw international site at burnley 
2
  during 2008 reorganisation and restructuring costs were incurred relating to the closure of various businesses which are included within discontinued 
operations these are disclosed further in note 4 restructuring costs were also incurred relating to continuing businesses these related to 
n £08m of costs incurred as a result of the relocation of the samuel groves business to a new location at oldbury and redundancy costs as 
the workforce was reduced to a level appropriate for the new business
n other reorganisation and restructuring costs of £03m at commercial bearings bsc diecasting and weston body hardware businesses 
relating to redundancies
n head office costs of £08m relating to the redundancy costs of former employees
3
  following the exit of the romanian automotive business  a further £05m provision was charged in respect of the onerous contract in mrx 
romania 2007 £07m these contracts will end in september 2009 
4
  impairment of fixed assets inventory and trade debtors mainly relates to the closure of discontinued businesses see note 4 the relocation of 
samuel groves from hockley to oldbury in december 2008
5
  property dev aluation results from the impairment of land and buildings over and above the amounts previously taken to the revaluation 
reserve at 31 december 2007 
the tax effect of exceptional items in the year is a tax credit of £17m 2007 £05m charge
notes to the accounts
year ended 31 december 2008
16043metalrax aindd   54 17062009   0516 our business our governance our accounts
16043 12062009 proof 10
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
55
4  discontinued operations
the group has undertaken a review of its underperforming businesses and has taken actions to close or sell those businesses the businesses 
that are no longer part of the group are
bacol fine blanking sold february 2008
down and francis closed june 2008
mrx automotive sold december 2008
welland engineering sold december 2008
stackright building systems closed december 2008
makespace mezzanine floors closed december 2008
bsc diecasting sold april 2009
all of these businesses have been presented as discontinued operations in the profit and loss account on the basis that irreversible 
management decisions were taken in 2008 and the communications to interested parties including the employees and creditors of the 
businesses involved were completed in 2008 the trade assets and liabilities of bsc diecasting were sold in april 2009 and therefore has 
been classified as discontinued management is of the view that this presentation of information enables the users of the financial statements 
to understand the financial effects of these operations no longer being part of the group
    2008 2007
    £’m £’m
revenue     300  484
cost of sales     255 418
gross profit     45  66
administrative expenses     34  60
exceptional costs note 3     95  54
goodwill impairment     47  —
profit before tax of discontinued operations     131 48
attributable tax expense     —  —
profit after tax of discontinued items     131 48
pre tax gainloss of disposal group     —  —
tax     —  —
after tax gainloss of disposal group     —  —
loss for the year from discontinued operations     131 48
during the year the businesses that have been discontinued contributed an inflow of £34m 2007 inflow £29m to the group’s net operating 
cash flows received £09m 2007 £27m in respect of investing activities and paid £nil 2007 £nil in respect of financing activities
during the year management undertook a review of each of the business to identify underperforming businesses the assets of these 
businesses were written down to net recoverable value during the year and therefore none of the businesses that were sold generated a profit 
or loss on disposal
at the year end the assets remaining in the balance sheet relating to the closed businesses have been written down to the recoverable value 
where appropriate assets sold after the balance sheet date are presented in the balance sheet as held for resale note 16 
the effect of discontinued operations on segment results is disclosed in note 2 central costs that would previously have been allocated to 
these closed or disposed businesses have not been allocated in the results presented on the basis that these costs remain part of the central 
services
16043metalrax aindd   55 17062009   0516 56
16043 12062009 proof 10
consolidated income statement
year ended 31 december 2008
stock code mrx metalrax group plc  annual report 2008
5 finance income and expense
    2008 2007
    £’m £’m
interest income received on overpaid taxation     01 —
net finance cost of defined benefit pension scheme     02 01
interest on bank loans and overdrafts     07  09
total finance expenses     09  10
net finance expense     08  10
6 operating lossprofit for the year
    2008 2007
    £’m £’m
this is stated after chargingcrediting the following
auditors’ remuneration
 audit including parent company £30000 2007 £27000    02 02
 other services see below     — —
depreciation     25  40
impairment of fixed assets     14 30
plant hire     02 03
property rentals     02 04
cost of inventories recognised as an expense    538  639
net foreign exchange gain    03 03
staff costs    280  306
    2008 2007
    £’000 £’000
auditors’ remuneration
fees payable to the company’s auditors for the audit of the company’s annual accounts  30 27
the audit of the company’s subsidiaries pursuant to legislation   91 86
total audit fees    121 113
other services pursuant to legislation    — 16
tax services    30 30
total nonaudit fees    30 46
notes to the accounts
year ended 31 december 2008
16043metalrax aindd   56 16043metalrax aindd   56 17062009   0516 17062009   0516 our business our governance our accounts
16043 12062009 proof 10
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
57
7 taxation
    2008 2007
    £’m £’m
current tax
uk corporation tax     — —
adjustment in respect of prior years    08 —
    08 —
overseas taxation    02 —
current tax credit    06  —
deferred tax note 20
current year    05  28
effect of change in legislation    12  — 
adjustment in respect of prior years    08  02
total taxation expensecredit    09  30
factors affecting the tax charge for the year
lossprofit on ordinary activities before tax    153 100
tax on ordinary activities at 285 2007 30    44 30
effects of
expenses not deductible for tax purposes    40 02
capital profits not taxable    — 04
deferred tax not recognised    01 04
effect of change in tax legislation    12 —
adjustment to tax charge in respect of previous periods    — 02
total taxation expensecredit    09  30
taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions 
the finance act 2008 included legislation which prevents the group from claiming industrial buildings allowances on affected assets after 
2011 this change is introduced by reducing the rate of allowances that may be claimed from 1 april 2008 to 31 march 2011 at which point 
allowances will be removed the directors estimate that the enactment of this legislation has increased the corporation tax charge by £12m in 
the current year
16043metalrax aindd   57 17062009   0516 58
16043 12062009 proof 10
consolidated income statement
year ended 31 december 2008
stock code mrx metalrax group plc  annual report 2008
8  lossearnings per share 
the basic and diluted lossearnings per share are calculated using the lossprofit attributable to equity holders of the parent the adjusted 
earnings per share uses this figure adjusted by the posttax exceptional charges 
  2008 2008 2007 2007
  continuing total continuing total
  £’m £’m £’m £’m
loss for the period  31 162 22 70
add back exceptional items  24 119 68 122
add back share option charge   02 02 — —
add back goodwill impairment  08 55 — —
adjusted profit after tax  03 14 46 52
basic and diluted loss per ordinary share pence per share  260 1355 184 583
adjusted basic lossprofit per ordinary share pence per share 021 110 385 436
 there is no dilution in the loss per share calculation at the 31 december 2008 diluted earnings per share needs to be disclosed when a 
company could be called upon to issue shares that would decrease net profit or increase net loss per share it would be inappropriate to assume 
that option holders would act irrationally in exercising out ofthemoney options when the company has made a loss and therefore the existing 
options have no dilutive effect in the current year since there are no other diluting future share issues diluted lossearning per share equals 
basic lossearning per share for the current year in the previous year there were no potential diluting future shares 
the weighted average number of shares used in the calculation of the basic lossearnings per share the adjusted earnings per share and the 
diluted lossearnings per share is therefore 119897298 2007 119897298
9 dividends paid
    2008 2007
    £’m £’m
final dividend for 2007 2006 final 375p     — 45
interim dividend for 2008 2007 interim 165p     — 20
total equity dividends paid     — 65
proposed dividends 
the directors recommend that no final dividend be paid and a resolution to this effect will be proposed at the annual general meeting to be 
held on 13 july 2009 therefore the total dividends paid for the year amounts to £nil 2007 £65m 
notes to the accounts
year ended 31 december 2008
16043metalrax aindd   58 17062009   0516 our business our governance our accounts
16043 12062009 proof 10
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
59
10  goodwill and other intangible assets 
     other 
    goodwill intangibles
    £’m £’m
cost
at 1 january 2007 and 1 january 2008     11 4  —
adjustment to purchase consideration      03  —
acquisition     17  06
exchange adjustment     03  —
at 31 december 2008    131  06
amortisation
at 1 january 2007    —  —
charge for the year    —  —
at 1 january 2008    —   —
impairment charge for the year    55 —
at 31 december 2008    55  —
net book value
at 31 december 2008     76  06
at 31 december 2007     11 4  —
goodwill impairment
goodwill acquired in a business combination is allocated at acquisition to the cash generating units cgus that are expected to benefit from 
that business combination the carrying amount of goodwill at the year end has been allocated as follows
    2008 2007
    £’m £’m
consumer durables    50 50
specialist engineering    26 64
    76 114
the group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired 
the impairment charge in 2008 of £55m 2007 £nil relates predominantly to the discontinued businesses £47m and premier architectural 
stairways £08m
the recoverable amounts of the cgus are determined from value in use calculations the key assumptions for the value in use calculations are 
those regarding the discount rates growth rates and expected changes to selling prices and direct costs during the period management estimates 
discount rates using pretax rates that reflect current market assessments of the time value of money and the risks specific to the cgus — 950 
2007 975 changes in selling prices and direct costs are based on past practices and expectations of future changes in the market 
the group prepares cash flow forecasts derived from the most recent financial budgets approved by management for the next three years and 
extrapolates cash flows to perpetuity excluding any growth 
other intangible assets 
other intangible assets comprise brands and beneficial contracts identified on acquisition of post glover lifelink see note 11 the brands 
capitalised are not amortised as they are considered to have an indefinite life
16043metalrax aindd   59 17062009   0516 60
16043 12062009 proof 10
consolidated income statement
year ended 31 december 2008
stock code mrx metalrax group plc  annual report 2008
11 acquisitions
on 25 january 2008 metalrax holdings inc a wholly owned subsidiary of the group acquired the entire share capital of post glover lifelink 
inc “pgl” for a total cash consideration of £32m pgl is based in erlanger ky usa and is involved in the manufacture of isolated electrical 
power systems and electrical raceways for the medical laboratory and education sectors the transaction was accounted for by the purchase 
method of accounting
pgl contributed an operating profit of £08m on revenues of £42m in the period from acquisition to 31 december 2008 if pgl had been 
part of the group since 31 december 2007 it would have generated an operating profit of £09m on revenues of £45m for the period to 
31 december 2008 pgl has operated as within the specialist engineering division
the final assessment of the goodwill and other intangibles arising on the acquisition is shown below
    book values  fair values
    £’m  £’m
intangibles    — 06
property plant and equipment    06 05
inventories    03 03
trade and other receivables    05 05
cash and cash equivalents    01 01
trade and other payables    05 05
    10 15
goodwill arising on acquisition     17
total consideration including professional fees     32
satisfied by    
cash     30
directly attributable costs     02
total consideration     32
intangibles assets acquired assets comprise brands of £03m and beneficial customer contracts of £03m the pgl property was revalued on 
acquisition at 08m £04m
net cash outflow arising on acquisition     £’m
cash consideration     32
cash and cash equivalents acquired     01
     31
in addition to the above deferred consideration was paid in the period in respect of the acquisitions of advanced quality solutions limited and 
stackright building systems limited of £02m and £03m respectively
notes to the accounts
year ended 31 december 2008
16043metalrax aindd   60 16043metalrax aindd   60 17062009   0516 17062009   0516 our business our governance our accounts
16043 12062009 proof 10
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
61
12 property plant and equipment of the group
  freehold and short
  long leasehold leasehold plant and
  properties properties machinery total
  £’m £’m £’m £’m
at 1 january 2007   212 06 513  731
additions   31 — 29  60
disposals   34 — 46  80
revaluation increase   85 — —  85
transfer to current assets   29 06 79  114
at 1 january 2008   265 —  417  682
transfer from current assets    29 06  01   36
additions   02 —  32 34
disposals   — —  253   253
exchange adjustment  08 — 04 12
acquisition of subsidiary  04 — 01 05
revaluation decrease   53 — —  53
transfer to current assets   08  —   —  08
at 31 december 2008  247 06 202 455
comprising
at cost  — 06  202 208
at valuation on 31 december 2007  247 — — 247
at 31 december 2008  247 06  202 455
aggregate depreciation and impairment
at 1 january 2007   32 02 365 399
charge for year   03 — 36 39
impairment   — — 30 30
disposals  06 — 34 40
eliminated on revaluation   29 02 — 31
transfer to current assets  — — 78 78
at 1 january 2008  — — 319 319
charge for year   0 3 — 22 25
impairment   10 — 04 14
disposals   — — 231 231
exchange adjustment   — — 02 02
eliminated on revaluation  13 — — 13
acquisition of subsidiary   —  —  01 01
at 31 december 2008  — — 117 117
carrying value
at 31 december 2008   247  06 85 338
at 31 december 2007   265 — 98 363
the cost or valuation of depreciable assets included above is £375m 2007 £588m
the cost or valuation of long leasehold properties included above is £39m 2007 £36m
the impairment loss on plant arose in connection with the restructuring in the automotive division 
freehold and long leasehold properties were revalued at 31 december 2008 by atisreal limited independent valuers not connected with the 
group on the basis of market value the valuation conforms to international valuation standards and was based on recent market transactions 
on arm’s length terms for similar properties details of the revaluation surplus are disclosed in note 24 
at 31 december 2008 had the freehold and long leasehold properties been carried at historic cost less accumulated depreciation and 
accumulated impairment losses their carrying value would have been approximately £131m 2007 £166m
16043metalrax aindd   61 17062009   0516 62
16043 12062009 proof 10
consolidated income statement
year ended 31 december 2008
stock code mrx metalrax group plc  annual report 2008
12 property plant and equipment of the company
   freehold plant and
   properties vehicles total
   £’m £’m £’m
cost or valuation
at 1 january 2007    21 02  23
additions   — 01 01
revaluation increase   06 — 06
at 1 january 2008    27 03  30
additions     — 04  04
disposals   — 01 01
revaluation decrease   10 — 10
at 31 december 2008   17 06 23
comprising
at cost   — 06 06
at valuation on 31 december 2007   17 — 17
at 31 december 2008   17 06 23
aggregate depreciation
at 1 january 2007    05  01  06
charge for year    —  01  01
disposals    — 01 01
eliminated on revaluation   05  — 05
at 1 january 2007    —  01  01
charge for year   01 02 03
disposals   — 01 01
elimination on revalutaion   01 — 01
at 31 december 2008   — 02 02
carrying value
at 31 december 2008    17  04  21
at 31 december 2007    27  02  29
the cost or valuation of depreciable assets included above is £17m 2007 £19m  
at 31 december 2008 had the freehold properties been carried at historic cost less accumulated depreciation their carrying value would have 
been approximately £15m 2007 £16m
notes to the accounts
year ended 31 december 2008
16043metalrax aindd   62 17062009   0516 our business our governance our accounts
16043 12062009 proof 10
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
63
13  investments of the company 
     shares in 
     subsidiaries 
cost     £’m 
at 1 january 2008      346
additions     32
at 31 december 2008       378
provisions
at 1 january 2008      46
movement for the year     93
at 31 december 2008     139
net book value
at 31 december 2008      239
at 31 december 2007      300
the company has the following principal subsidiaries
   country of 
   incorporation  holding
   or operation activity 
mrx housewares limited   great britain manufacturing 100
mrx engineering support services limited   great britain manufacturing 100
mrx automotive limited   great britain manufacturing 100
metalrax group properties limited   great britain property holding 100
hidrosib sa   romania manufacturing 99
mrx china   hong kong distribution 100
post glover lifelink inc   kentucky usa manufacturing 100
investments in subsidiaries are stated at cost less where appropriate provisions for impairment the £93m movement in provisions during the 
year 2007 £nil relates to businesses that have been discontinued
14 inventories 
    2008 2007
    £’m £’m
raw materials     41 51
work in progress     13 37
finished goods     57 44
    111 132
the company holds no inventory at 31 december 2008 2007 £nil
16043metalrax aindd   63 16043metalrax aindd   63 17062009   0516 17062009   0516 64
16043 12062009 proof 10
consolidated income statement
year ended 31 december 2008
stock code mrx metalrax group plc  annual report 2008
15 trade and other receivables
  2008 2007 2008 2007
  group group company company
  £’m £’m £’m £’m
trade receivables  168  237  — —
other receivables  06 —  — —
prepayments  11 06 04 01
  185  243 04 01
the average credit period taken on sales of goods is 54 days 2007 64 days no interest is charged on past due receivables
 
the above amounts are net of an allowance net of vat of £368000 2007 £324000 made for estimated irrecoverable amounts from the 
sale of goods the movements on this allowance account during the year are summarised below 
    2008 2007
    £’m £’m
opening balance at 1 january 2008    03 03
increases in provisions    01 03
written off against provisions    01 04
recovered amounts    01 01
closing balance at 31 december 2008    04 03
an analysis of the age of trade receivables that are past due as at the reporting date but are not impaired can be seen in the table below
    2008 2007
    £’m £’m
1–30 days overdue    05  22
31–60 days overdue    03 07
 60 days overdue    01 09
total    09  38
an analysis of the age of impaired trade receivables is as follows
    2008 2007
    £’m £’m
1–30 days overdue    01 —
31–60 days overdue    01 —
 60 days overdue    — 04
total    02 04
the main factors used in assessing the impairment of trade receivables are the age of the balance and the circumstances of the individual 
customer the fair value of trade receivables that are past due or impaired is their carrying amount
    2008 2007
construction contracts    £’m £’m
contracts in progress at the balance sheet date
amounts due from contract customers included in trade and other receivables   01 02
contracts costs incurred plus recognised profit less recognised losses to date   06 06
less progress billings    05 04
    01 02
at 31 december 2008 retentions held by customers for contract work amounted to £03m 2007 £04m there were no advances received 
from customers for contract work 
at 31 december 2008 amounts of £01m 2007 £01m included in trade and other receivables and arising from construction contracts are 
due for settlement after more than 12 months 
notes to the accounts
year ended 31 december 2008
16043metalrax aindd   64 16043metalrax aindd   64 17062009   0516 17062009   0516 our business our governance our accounts
16043 12062009 proof 10
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
65
16  assets held for sale 
at the balance sheet date these assets are vacant properties available for sale and have been subsequently sold prior to reporting for £08m 
17 creditors
  2008 2007 2008 2007
  group group company company
  £’m £’m £’m £’m
bank overdrafts and loans  125 120 209 232
loan notes  — 03  — 03
trade payables  117  155  06 03
accruals  69  37  19  13
social security and other taxes  20  25  03 05
current tax payable  03 —  02 —
other payables  20  06  — 02
provisions note 19  07 04 — —
amounts payable to group undertakings  — — 48 —
  361 350 287 258
trade creditors and accruals principally comprise amounts outstanding for trade purchases and ongoing costs the average credit period taken 
for trade purchases is 120 days 2007 98 days the directors consider that the carrying amount of trade payables approximates to their 
fair value 
included in other payables is deferred consideration on acquisition of businesses of £nil 2007 £02m 
18 loans and borrowings
  2008 2007 2008 2007
  group group company company
  £’m £’m £’m £’m
current loans and borrowings
bank overdraft   33  20 117  132
bank loans   92  100  92  100
loan notes   — 03  — 03
total current loans and borrowing  125  123 209  235
noncurrent loans and borrowings
bank loans  — — — —
loan notes  — 03 — 03
total noncurrent loans and borrowings  — 03 — 03
total loans and borrowings  125  126 209  238
the fair value of the group’s bank loans and overdrafts at the balance sheet date was £125m 2007 £120m for the group’s other loans and 
borrowings the carrying amounts are a reasonable approximation of the financial instruments’ fair value the group’s banking facilities are currently 
being renegotiated and it is anticipated that these facilities will be available to allow the group to continue as a going concern see note 1
the group’s bank loan facility allows the group to draw down a maximum of £150m this facility is currently being renegotiated due to a potential 
covenant breach in june 2009 and is currently restricted to the £92m drawn down at 31 december 2008 during 2008 the group was able to 
draw down variable amounts for fixed periods usually 6 months the interest rate is fixed at 06 above libor at the date of the drawdown and is 
payable at the end of the agreed drawdown period
the group has a bank overdraft facility of £70m which is being rolled over on a monthly basis bank overdrafts accrue interest at 1 over the 
bank’s base rate are repayable on demand and are covered by crossguarantees within the group interest accrues on a daily basis and increases  
the balance outstanding on the overdraft
the group also has £2m drawdown foreign currency facility which it uses to fund the group activities in us dollars and euros interest is payable at 
1 above the bank’s base rate and accrues on a daily basis no amounts have been drawn down at this facility at the year end 2007 £nil 
the loan notes formed part of the consideration for the purchase of stackright building systems limited and did not become payable
16043metalrax aindd   65 17062009   0516 66
16043 12062009 proof 10
consolidated income statement
year ended 31 december 2008
stock code mrx metalrax group plc  annual report 2008
19 provisions
   onerous lease  onerous contract
   provision provision total
    £’m  £’m  £’m
at 1 january 2008    — 07 07
utilised in the year   — 07 07
additional provision    14 05 19
at 31 december 2008    14 05 19
included in current liabilities     07
included in noncurrent liabilities     12
total provisions     19
the onerous contract provision represents management’s best estimate of the cost of maintaining the group’s operations in romania until 
september 2009 in accordance with the contractual obligation to the romanian government entered into by advanced handling limited 
the onerous lease provision represents the expected cost of the 8 year operating lease vacated at 31 december 2008 following the closure of 
stackright building systems 
20 deferred taxation
    group company
    £’m £’m
balance at 1 january 2008     05 08
transfer from income statement iba change in tax legislation    15 08
transfer from statement of recognised income and expenses    01 —
balance at 31 december 2008    09  —
accelerated allowances     23  08
losses recognised    06 —
pension scheme deficit    08 08
net liability     09  —
deferred tax on temporary differences has been calculated at the rate of 28 2007 28 
a deferred tax asset has been recognised in respect of losses carried forward on the basis that it is expected that there will be sufficient taxable 
temporary differences unwinding in future periods against which the benefit of these losses will be granted no deferred tax asset has been 
recognised on share options to be exercised at a future date
the change in tax legislation in respect of industrial buildings allowance has resulted in an additional deferred tax liability of £12m at 
31 december 2008
notes to the accounts
year ended 31 december 2008
16043metalrax aindd   66 17062009   0516 our business our governance our accounts
16043 12062009 proof 10
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
67
21 pensions
defined contribution plans
the group contributes to a number of defined contribution pension plans and the total cost charged to income for the year was £06m 2007 
£04m representing the contributions due to the plans for the year 
defined benefit plans 
the group operates a defined benefit plan in the uk for qualifying employees which provides benefits based on final pensionable pay the 
scheme is closed to new entrants the assets of the scheme are held separately from those of the group being invested with insurance 
providers the contributions are determined by an independent qualified actuary employed by the insurance providers on the basis of triennial 
valuations using the attained age funding method the major assumptions used by the actuary were
the date of the most recent actuarial valuation was 1 january 2008 the value of the fund at 1 january 2008 was £164m and this was 
sufficient to cover 92 of the value of the benefits accrued to members after allowing for future increases in earnings the contributions 
made in the year from 1 january 2008 to 31 december 2008 were at the rate of 30 of pensionable salaries for the company and 12 of 
pensionable salaries for the members 
 2008 2007 2006 2005 2004
  pa  pa  pa  pa  pa
inflation 31 34 31 28 28
rate of increase in salaries 36 39 36 38 38
pension increases subject to lpi 31 34 31 28 28
discount rate 65 57 51 47 52
return on plan assets
 equities 75 84 80 77 87
 property 65 84 81 78 78
 bonds 47 49 47 43 48
 other 38 45 45 43 48
total 47 59 56 52 56
mortality assumptions
investigations have been carried out into the mortality experience of the groups defined benefit scheme these investigations concluded that 
the current mortality assumptions include sufficient allowance for future improvement in mortality rates the assumed life expectations on 
retirement at age 65 are
    2008 2007
retiring at the balance sheet date   
 males    70 70
 females    80 80
amounts recognised in the income statement in respect of defined benefit schemes are as follows
    2008 2007
    £’m £’m
current service cost     03 03
interest cost on scheme liabilities    11 10
expected return on scheme assets    09 09
     05 04
actual return on scheme assets    29 01
16043metalrax aindd   67 17062009   0517 68
16043 12062009 proof 10
consolidated income statement
year ended 31 december 2008
stock code mrx metalrax group plc  annual report 2008
21 pensions continued
the current service cost excludes the cost of insuring death in service benefits 
of the charge for the year £03m 2007 £03m has been included in administrative expenses and £02m 2007 £01m has been included in 
finance expense see note 5 actuarial gains and losses have been reported in the statement of recognised income and expense 
the agreed contribution rates for the future funding are 92 of pensionable salaries for the company and 12 of pensionable salaries for 
the members in addition the company will make lump sum repayments into the scheme of £150000 in the year to 31 december 2009 and 
£200000 in each of the two years to 31 december 2011 
the estimated amount of contributions expected to be paid to the scheme during 2009 is £630000 
agreement with trustees to eliminate the deficit over the next 7 years
the amounts included in the balance sheet arising from the group’s obligations in respect of defined benefit schemes are as follows 
  2008 2007 2008 2007
  group group company company
  £’m £’m £’m £’m
total market value of assets  115 164 115 164
present value of scheme liabilities  145 198 145 198
gross pension liability  30 34 30 34
deferred tax asset  08 10 08 10
net pension liability  22 24 22 24
movements in the present value of defined benefit obligations were as follows
    2008 2007
    £’m £’m
at 1 january 2008    198  196
service cost     03 03
interest cost     11 10
contributions from scheme members     02 02
actuarial gains and losses    40 03
benefits paid    29  10
at 31 december 2008    145  198
movements in the fair value of scheme assets were as follows
    2008 2007
    £’m £’m
at 1 january 2008    164  164
expected return on scheme assets     09 09
actuarial gains and losses    38 08
contributions from company     07 07
contributions from scheme members     02 02
benefits paid    29  10
at 31 december 2007    115 164
notes to the accounts
year ended 31 december 2008
16043metalrax aindd   68 17062009   0517 our business our governance our accounts
16043 12062009 proof 10
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
69
21 pensions continued
the analysis of the scheme assets and the expected rate of return at the balance sheet date was as follows
 expected return fair value of assets
  2008 2007 2008 2007
    £’m £’m
cash and other assets  38 45 16 01
group pension contracts  47 59   131  165
     115  164
the five year history of experience adjustments is as follows
 2008 2007 2006 2005 2004
 £’m £’m £’m £’m £’m
present value of defined benefit obligations 145 198 196 202  161
fair value of scheme assets 115 164 164 144  12 1
deficit in the scheme  30 34 32 58  40
experience adjustments on scheme liabilities  40 03  18 25  04
percentage of scheme liabilities  278 14 94 124 23
experience adjustments on scheme assets  38 08 06 10  04
percentage of scheme assets  327 51 36 72 30
22 equity share capital
 2008 2007
  number of  number of
ordinary shares of 5p each  shares £’m shares £’m
authorised  140000000 70 140000000 70
allotted called up and fully paid  119897298 60 119897298 60
the company has one class of ordinary shares which carry no right to fixed income 
capital risk management 
as described in the share capital accounting policy the group considers its capital to comprise its ordinary share capital share premium and 
accumulated retained earnings in managing its capital the group’s primary objective is to ensure its continued ability to provide a consistent 
return for its equity shareholders through a combination of capital growth and distributions 
in order to achieve this objective the group monitors its gearing to balance risks and returns at an acceptable level and also to maintain a 
sufficient funding base to enable the group to meet its working capital and strategic investment needs in making decisions to adjust its capital 
structure to achieve these aims either through altering its dividend policy new share issues or the reduction of debt the group considers not 
only its shortterm position but also its longterm operational and strategic objectives 
16043metalrax aindd   69 17062009   0517 70
16043 12062009 proof 10
consolidated income statement
year ended 31 december 2008
stock code mrx metalrax group plc  annual report 2008
23  sharebased payments
equitysettled share option schemes 
the total cost recognised in the consolidated income statement in respect of equitysettled sharebased payment schemes amounted to £02m 
2007 £nil 
 2008 2007
   weighted  weighted
  number average number average
  of share exercise of share exercise
  options price options price
2007 saye
outstanding at beginning of period  1381629 460p — —
granted during the period  — — 1381629 460p
lapsed during the period  646655 460p — —
outstanding at the end of the period  734974 460p 1381629
2007 executive share option plan esop
outstanding at beginning of period  — — 
granted during the period  2027029 288p 
outstanding at the end of the period  2027029 288p 
oneoff ltip by the ceo
outstanding at beginning of period  — —
granted during the period  3963964 288p
outstanding at the end of the period  3963964 288p
2007 saye
under the 2007 sharesave plan employees are granted options to purchase shares in the company based on a fixed amount each contributes 
monthly into a save as you earn account the options are exercisable at a price which represents a 20 discount to the closing midmarket 
price averaged over the three days immediately prior to the date of grant the options vest three years after the date of grant although there 
is scope for early vesting under the plan rules in circumstances such as retirement redundancy or change of control options lapse if they have 
not been exercised within six months of vesting there are no other performance criteria applicable to the exercise of the option 
     exercisable
   number of option six months
analysis of outstanding options at 31 december 2008   shares price from
options granted 24 october 2007   734974 46p 1 dec 2010
the weighted average remaining contractual life of the options outstanding was 292 years
under ifrs2 the fair value of the options granted has been recognised based on a black–scholes model using the following
assumptions
year of grant   2008 2007 2006
riskfree interest rate   — 49 —
dividend yield   — 50 —
expected volatility   — 444 —
expected life years   — 308 —
option price   — 46p —
fair value of an option   — 1884p —
the expected volatility has been calculated based on the historic volatility of the company’s share price over the past 3 years adjusted for any 
expected changes to future volatility arising from publicly available information 
notes to the accounts
year ended 31 december 2008
16043metalrax aindd   70 17062009   0517 our business our governance our accounts
16043 12062009 proof 10
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
71
23  sharebased payments continued
2007 executive share option plan esop
under the 2007 esop  employees are granted options to purchase shares in the company subject to eps performance criteria the options vest 
in full three years after the date of grant if the eps of the group exceeds the increase in rpi by 5 pa 50 will vest if eps exceeds rpi by 
3 pa options lapse if they have not been exercised within six months of vesting there are no other performance criteria applicable to the 
exercise of the option 
   number of grant vesting
analysis of outstanding options at 31 december 2008   shares price  period
options granted 10 april 2008   2072079 288p  3 year
the weighted average remaining contractual life of the options outstanding was 227 years
under ifrs2 the fair value of the options granted has been recognised based on a black–scholes model using the following assumptions
year of grant     2008
riskfree interest rate     407
dividend yield     40
expected volatility      400
expected life years      30
fair value at grant date      75p
the expected volatility has been calculated based on the historic volatility of the company’s share price over the past 3 years adjusted for any 
expected changes to future volatility arising from publicly available information 
oneoff ltip for the ceo
under this plan the chief executive has been granted options to receive shares in the company based on tsr performance of the group 
performance is measured over the 5 year period from 1 january 2008 fifty per cent of the award will vest if the company’s share price is at the 
median of the comparator group consisting of companies in the ftse all share index and 100 will vest if at the upper quartile options lapse 
if they have not been exercised within six months of vesting there are no other performance criteria applicable to the exercise of the option 
   number of grant vesting
analysis of outstanding options at 31 december 2008    phantom units price  period
options granted 10 april 2008   3963964 288p  5 years
the weighted average remaining contractual life of the options outstanding was 400 years one phantom unit is equivalent to one ordinary 
share of the company
under ifrs2 the fair value of the options granted has been recognised based on a monte carlo model using the following
assumptions
year of grant     2008
riskfree interest rate     407
dividend yield     40
expected volatility      400
expected life years      50
fair value at grant date      1652p
the expected volatility has been calculated based on the historic volatility of the company’s share price over the past 3 years adjusted for any 
expected changes to future volatility arising from publicly available information
16043metalrax aindd   71 17062009   0517 72
16043 12062009 proof 10
consolidated income statement
year ended 31 december 2008
stock code mrx metalrax group plc  annual report 2008
24 reserves
  capital
 share redemption revaluation other retained
 premium reserve reserve reserve earnings
 £’m £’m £’m £’m £’m
group
at 1 january 2007  27  03 — —  453
loss for the year — — — —  70
equity dividends paid — — — —  65
actuarial gain on retirement benefits net of tax — — — — 05
revaluation of land and buildings — —  117 — —
deferred tax liability on revaluation of land and buildings — —  14 — —
at 31 december 2007  27 03  103 —  313
loss for the year — — — —  162
actuarial gain on retirement benefits net of tax — — — —  02
sharebased payments — — — 02 —
revaluation of land and buildings — —  46 — —
deferred tax liability on revaluation of land and buildings — —  06 — —
exchange gain — — — —  04
at 31 december 2008  27 03  63 02  157
the capital redemption reserve arose in previous years when the company repurchased its own shares
the other reserve represents the provision established in respect of the value of equitysettled share options see note 22
  capital
 share redemption revaluation other retained
 premium reserve reserve reserve earnings
 £’m £’m £’m £’m £’m
company
at 1 january 2007  27 03 — —  351
loss for the year — — — — 18
equity dividends paid — — — — 65
actuarial gain on retirement benefits net of tax — — —  — 05
revaluation of land and buildings — —  11 — —
deferred tax liability on revaluation of land and buildings — — 02 — —
at 31 december 2007  27 03 09 —  263
loss for the year — — — —  174
exchange losses — — — —  12
actuarial gain on retirement benefits net of tax — — —  — 02
sharebased payments — — — 02 —
revaluation of land and buildings — —  11  — —
deferred tax liability on revaluation of land and buildings — —  02 — —
at 31 december 2008  27 03  — 02 79
as permitted under section 230 of the companies act 1985 the income statements of the company is not presented as part of these financial 
statements the loss attributed to shareholders for the financial year amounted to £174m 2007 £18m
notes to the accounts
year ended 31 december 2008
16043metalrax aindd   72 17062009   0517 our business our governance our accounts
16043 12062009 proof 10
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
73
25 movement in equity
   capital
 share share redemption revaluation other retained total
 capital premium reserve reserve reserve earnings equity
a g roup £’m £’m £’m £’m £’m £’m £’m
at 1 january 2007 60  27 03 — —  453  543
total recognised income for the y ear — — —  103 —  75  28
equity dividends paid — — — — —  65  65
at 31 december 2007  60  27 03  103 —  313  506
total recognised income for the y ear — — —  40 — 156  196
sharebased payments — — — — 02 —  02
at 31 december 2008  60  27 03  63 02  157  312
b company 
at 1 january 2007  60  27 03 — — 351 441
total recognised income for the y ear — — — 09 — 23 14
equity dividends paid — — — — —  65  65
at 31 december 2007  60  27 03 09 — 263 362
total recognised income for the y ear — — —  09 — 184  193
sharebased payments — — — — 02 —  02
at 31 december 2008  60  27 03 — 02 79  171
26 notes to the cash flow statement 
  2008  2008 2007 2007
  continuing  discontinued  continuing discontinued 
  £’m £’m £’m £’m
a reconciliation of operating loss to net cash flow from operating activities
operating loss  14 131 42 48
depreciation net of disposals   19  06 34 15
profit on sale of property   —  — 01 14
impairment of assets   10 97 — 30
sharebased payment expense   02 — — —
exchange losses   07 — — —
amortisation of intangibles  — — — —
decrease in inventories   — 19 34 15
decreaseincrease in trade and other receivables   11 57 19 22
decreaseincrease in payables  23 27 20 17
increase in provisions  — 13 07 —
decrease in noncurrent liabilities  — — 05 08
other noncash movements  04  — — —
cash generated fromused in operations  18 34 36 29
  2008 2007 2008 2007
  group group company company
  £’m £’m £’m £’m
b reconciliation of net cash flow to movement in net debtfunds
repayment of bank loans   50 — 50 —
new bank loan   30  50 30  50
decreaseincrease in bank overdrafts   25  29 03  124
loan notes redeemed   06 03  05  03
movement in net debt   01  18  28  171
net debtfunds at 1 january 2008   126  108 237  66
net debt at 31 december 2008   125  126  209  237
16043metalrax aindd   73 17062009   0517 74
16043 12062009 proof 10
consolidated income statement
year ended 31 december 2008
stock code mrx metalrax group plc  annual report 2008
26 notes to the cash flow statement continued
  2008 2007 2008 2007
  group group company company
  £’m £’m £’m £’m
c net debt reconciled to the balance sheet
cash and cash equivalents   — —  —  —
current liabilities loan notes bank overdrafts and loans   125  123 209  234
noncurrent liabilities loan notes   — 03  — 03
   125  126 209   237
d acquisitions
cash consideration  32 —  32 —
cash acquired   01 —  — —
loans acquired   — —  — —
payment of deferred consideration  05 06  05 06
  36 06  37 06
27 financial instruments
risk exposure and management 
in common with all other businesses the group is exposed to risks that arise from its use of financial instruments this note describes the 
group’s objectives policies and processes for managing those risks and the methods used to measure them further quantitative information in 
respect of these risks is presented throughout these financial statements 
there have been no substantive changes in the group’s exposure to financial instrument risks its objectives policies and processes for 
managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note 
principal financial instruments 
the principal financial instruments used by the group and the company from which financial instrument risk arises are as follows 
group  company
n trade and other receivables n other receivables
n bank overdrafts n intercompany receivables
n trade and other payables n bank overdrafts
n bank loans n trade and other payables
n loan notes n bank loans
n loan notes 
the group occasionally uses forward exchange contracts to mitigate the effect of fluctuations in the us dollarsterling exchange rate and euro
sterling exchange rate at the balance sheet date the group had no outstanding contracts for purchase or sale of currency nor had there been 
any significant contracts entered into during the year 
intercompany receivables are due on demand and so pose no liquidity risk to the company 
the company is also party to crosscompany guarantees with its subsidiaries relating to bank overdrafts as detailed in note 27 
categories of financial assets and financial liabilities 
the group and company hold no financial assets or liabilities categorised as held for trading all of the group’s liabilities are unsecured
notes to the accounts
year ended 31 december 2008
16043metalrax aindd   74 17062009   0517 our business our governance our accounts
16043 12062009 proof 10
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
75
27 financial instruments continued
general objectives policies and processes 
the board has overall responsibility for the determination of the group’s risk management objectives and policies and whilst retaining ultimate 
responsibility for them it has delegated the authority for designing and operating processes that ensure the effective implementation of the 
objectives and policies to the group’s finance function the board receives monthly reports through which it reviews the effectiveness of the 
processes put in place and the appropriateness of the objectives and policies it sets 
the overall objective of the board is to set policies that seek to reduce risk as far as possible without unduly affecting the group’s competitiveness 
and flexibility further details regarding these policies are set out below 
credit risk 
credit risk arises principally from the group’s trade receivables it is the risk that the counterparty fails to discharge its obligation in respect of the 
instrument 
credit risk is managed locally by the management of each business unit prior to accepting new customers credit checks are obtained from a 
reputable external source for example atradius creditcheck creditsafecom 
based on this information credit limits and payment terms are established although for some large customers and contracts credit risk is not 
considered to be high and credit limits can sometimes be exceeded these exceeded accounts are closely monitored and if there is a concern 
over recoverability accounts are put on stop and no further goods will be sold before receiving payments pro forma invoicing is sometimes used 
for new customers or customers with a poor payment history until creditworthiness can be proven or reestablished 
management teams at each division receive monthly ageing reports and these are used to chase relevant customers for outstanding balances 
the board receives monthly reports summarising the turnover trade receivable balance and ageing profile of each of the key customers 
individually 
a number of the group’s businesses insure their credit risk during the year approximately 29 2007 23 of the group’s revenue was insured 
no major renegotiation of terms has taken place during the year there are no customers with restricted accounts 
concentration of credit risk 
while individual businesses may each have a limited number of significant customers these are usually bluechip companies where the credit 
risk is assessed as low given the diverse range of markets and customers with which the group trades the credit risk is spread over a large 
population and no individual customer is significant to the group 
the carrying value of trade receivables recorded in the financial statements which is net of impairment losses represents the group’s maximum 
exposure to credit risk full details are shown in note 15
liquidity risk 
liquidity risk arises from the group’s management of working capital and the finance charges and principal repayments on its debt instruments 
it is the risk that the group will encounter difficulty in meeting its financial obligations as they fall due the group’s policy is to ensure that it will 
always have sufficient cash to allow it to meet its liabilities when they become due 
to achieve this aim the cash position is continuously monitored to ensure that cash balances or agreed facilities meet expected requirements for 
a period of at least 90 days 
the board monitors annual cash budgets and updated forecasts against actual cash position on a monthly basis at the balance sheet date 
these projections indicated that the group expected to have sufficient liquid resources to meet its obligations under all reasonably expected 
circumstances the following table illustrates the contractual maturity analysis of the group’s financial liabilities that must be settled gross based 
where relevant on balance sheet interest rates and exchange rates prevailing at the balance sheet date
16043metalrax aindd   75 17062009   0517 76
16043 12062009 proof 10
consolidated income statement
year ended 31 december 2008
stock code mrx metalrax group plc  annual report 2008
27 financial instruments continued
group
 gross undiscounted cash flows due
 
   in under between 6 and between 1 and in more than
 total on demand 6 months 12 months 3 years 3 years
2008 £’m £’m £’m £’m £’m £’m
bank overdraft 33 33 — — — —
bank loans 92 — 92 — — —
loan notes note 17 — — — — — —
at 31 december 2008 125 33 92 — — —
2007
bank overdraft  20  20 — — — —
bank loans  100 —  100 — — 50
loan notes note 17 06 —  03 — 03 —
at 31 december 2007  126  20  103 — 03 50
company
 gross undiscounted cash flows due
 
   in under between 6 and between 1 and in more than
 total on demand 6 months 12 months 3 years 3 years
2008 £’m £’m £’m £’m £’m £’m
bank overdraft  117  117 — —  — —
bank loans  92 92  — — — —
loan notes note 17  — — — —  — —
at 31 december 2008  209  209  —  — —  —
2007
bank overdraft  132  132 — — — —
bank loans  100 —  100 — — —
loan notes note 17 05 — 03 — 02 —
at 31 december 2007  237  132  103 — 02 —
market risk 
market risk arises from the group’s use of interest bearing and foreign currency financial instruments it is the risk that the fair value of future cash 
flows of a financial instrument will fluctuate because of changes in interest rates interest rate risk or foreign exchange rates currency risk 
interest rate risk 
it is the group’s policy to reduce interest rate risk by fixing the interest rate for the period of the drawdown on the £150m loan facility the 
interest rate is fixed for the period of the drawdown at amount of 06 above libor on the date of the drawdown the bank overdraft and 
the foreign currency drawdown facility accrue a variable rate of interest at a rate of 1 above the banks’ base rate interest rates are monitored 
on a regular basis 
interest rate sensitivity 
the annualised effect of a 50 basis point decrease in the interest rate at the balance sheet date on the variable rate debt carried at that date 
would all other variables held constant have resulted in an decrease in posttax loss for the year of £44500 2007 decrease in posttax profit 
£42000 a 50 basis point increase in the interest rate would on the same basis have increased potential loss by the same amount 
currency risk 
currency risk arises both on the translation of currency assets and liabilities in the balance sheet as well as from operational transactions 
historically the group has not hedged translational credit risk primarily on its romanian operations group entities settle liabilities 
denominated in their functional currency with the cash generated from their own operations in that currency where group entities have 
liabilities denominated in a currency other than their functional currency they utilise cash reserves in that currency or transfer currency within 
the group where the exposure is substantial they set up appropriate forward contracts to fix the liability 
notes to the accounts
year ended 31 december 2008
16043metalrax aindd   76 17062009   0517 our business our governance our accounts
16043 12062009 proof 10
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
77
27 financial instruments continued
in order to monitor the continuing effectiveness of this policy the board receives a monthly forecast analysed by the major currencies held by 
the group of liabilities due for settlement and expected cash reserves the group is exposed to currency risk on purchases made from a major 
supplier based in the usa and the risk is occasionally hedged using forward exchange contracts whilst this is an economic hedge of the cash 
flow risk the group does not apply hedge accounting at the balance sheet date the group had net trade payables of £nil 2007 £02m 
denominated in us dollars 
currency risk sensitivity 
the effect of a 10 strengthening of the us dollar against sterling at the balance sheet date on the dollardenominated trade payables carried 
at that date would all other variables held constant have resulted in an increase in posttax loss for the year of £nil 2007 increase in posttax 
profit of £12000 a 10 weakening in the exchange rate would on the same basis have decreased posttax loss by £nil 
2007 £10000
28 contingent liabilities
the company had given various crossguarantees in connection with group banking arrangements at 31 december 2008 the liabilities under 
these arrangements were £125m 2007 £120m
29 future capital expenditure
at 31 december 2008 capital expenditure contracted for but not provided in these accounts amounted to approximately £nil 2007 £14m
30 commitments under operating leases
    2008 2007
    £’m £’m
minimum lease payments under operating leases recognised in income for the year  05 06
at the balance sheet date the group had outstanding commitments for future minimum lease payments under noncancellable operating leases 
which fall due as follows
  2008 2007 2008 2007
  properties properties other other
  £’m £’m £’m £’m
within one year  04  04 02 03
between two and five years   15  15 05 02
after five years   30  33  — —
  49  52 07 05
31 employees
  2008 2007 2008 2007
  group group company company
  number number number number
average number during the year
monthly paid  457 491  21 18
weekly paid  790 1025  — —
  1247 1516  21 18
16043metalrax aindd   77 17062009   0517 78
16043 12062009 proof 10
consolidated income statement
year ended 31 december 2008
stock code mrx metalrax group plc  annual report 2008
32 employee costs including directors
  2008 2007 2008 2007
  group group company company
  £’m £’m £’m £’m
wages and salaries  245  278 22  14
social security  26  21 02 02
pension costs
defined benefit schemes  03 03 — 01
defined contribution schemes  06 04 02 01
  280  306 26  18
detailed information concerning directors’ emoluments and share options is shown in the directors’ remuneration report on pages 28 to 30
33  related party transactions 
transaction between the company and its subsidiaries which are related parties have been eliminated on consolidation and so are not 
disclosed as part of the consolidated accounts 
with regard to the company accounts during the year the company incurred costs on behalf of mrx housewares limited mrx engineering 
support services limited and mrx automotive limited all of whom are subsidiaries of metalrax group plc these amounts were subsequently 
recharged 
 2008 2007
   amounts  amounts
  amounts due from amounts due from
  recharged related party recharged related party
  £’m £’m £’m £’m
mrx housewares limited  07 28 11 53
mrx engineering support services limited  14 83 17 119
mrx automotive limited  10 61 20 104
other subsidiaries  — 03 — 40
  31 175 48 316
the recharges relate primarily to the reallocation of insurance employee benefits audit and other professional fees and vehicle leasing charges 
provided at a group level together with management services provided by the company on behalf of its subsidiaries 
in addition the company is party to a crossguarantee arrangement with its subsidiary companies with regard to their bank overdraft facility as 
detailed in note 27 
remuneration of key management personnel 
the remuneration of key management personnel of the group is set out below in aggregate for each of the categories specified in ias24 
related party disclosures further information about the remuneration of individual directors is provided in the directors’ remuneration report 
on pages 28 to 30 
    2008 2007
    £’m £’m
shortterm employee benefits     08  12
postemployment benefits     01 01
     09 13
directors’ transactions 
none of the key management personnel were party to any transactions falling within schedule 6 to the companies act 1985 or within ias24
34  postbalance sheet events 
on 30 april 2009 the group disposed of the trade and certain assets of bsc diecasting a trading business in the specialist engineering 
division for £05m the assets held at 31 december 2008 have been included at net realisable value
notes to the accounts
year ended 31 december 2008
16043metalrax aindd   78 17062009   0517 our business our governance our accounts
16043 12062009 proof 10
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
79
analysis of shareholdings 
shareholders at 31 december 2008 analysed by number of shares held 
    number 
range of shares held  holdings  of shares 
1–1000  542 1801 269796 022
1001–5000  1235 4103 3603722 301
5001–10000  535 1777 4047622 338
10001–100000  593 1970 16291025 1359
100001  105 349 95685133 7980
total  3010 10000 119897298 10000
shareholders at 31 december 2008 analysed by type of holding
    number
range of shares held  holdings  of shares 
individuals  2438 8100 33917335 2829
banks or nominees  509 1691 82207318 6856
investment trusts  3 010 7324 001
insurance company  4 013 85000 007
pensions and pension trusts  1 003 78650 007
other company  52 173 3407408 284
other corporate body  3 010 194263 016
total  3010 10000 119897298 10000
financial calendar
13 july 2009    annual g eneral meeting
september 2009    interim results
march 2010    annual results
shareholder information
16043metalrax aindd   79 17062009   0517 80
16043 12062009 proof 10
consolidated income statement
year ended 31 december 2008
stock code mrx metalrax group plc  annual report 2008
five year record
 2008 2007 2006 2005 2004
 £’m £’m £’m £’m £’m
revenue — continuing  748  702
revenue — continuing  discontinued 1048  1186 1202 1040 952
operating lossprofit — continued  14 42
operating lossprofit  — continued  discontinued 145 88 66 60 112
lossprofit before taxation — continued  22 52 61 61 114
discontinued activities 131 48
lossprofit for the financial year 162 70 46 44 92
net assets
noncurrent assets 434 493 455 396 348
current assets 304 414 482 438 490
total assets 738 907 937 834 838
current liabilities 361 350 336 204 200
noncurrent liabilities 65 51 58 85 62
 312 506 543 545 576
key statistics
lossearnings per share — continuing 260p 184p
lossearnings per share — continuing 
  discontinued 1355p 583p 383p 368p 761p
dividends per share paid 00p 540p 540p 540p 540p
dividend cover times na na 07 07 14
return on shareholders’ funds 519 138 85 81 159
return on assets† 465 175 122 111 194
share price — high 320p 870p 820p 885p 100p
  — low 55p 155p 615p 6825p 74p
 profit for the yeartotal equity 
† operating profitnet assets
16043metalrax aindd   80 17062009   0517 our business our governance our accounts
16043 12062009 proof 10
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
81
notice of meeting
notice is hereby given that the annual general meeting of metalrax group plc will be held at the burlington hotel 126 new street 
birmingham b2 4dh on 13 july 2009 at 1215 pm
the business of the meeting will be to pass
ordinary business
1  to receive the reports of the directors and of the auditors and audited accounts for the year ended 31 december 2008
2  to confirm the directors’ recommendations that no final dividend be paid
3  to receive the directors’ remuneration report and the report of the auditors thereon
4  to appoint deloitte  touche llp as auditors and to authorise the directors to determine their remuneration
special business
as special business to consider and if thought fit pass the following resolutions which will be proposed as to resolutions 5 and 9 as an ordinary 
resolutions and as to resolutions 6 7 and 8 as special resolutions
5  i  that the directors be generally and unconditionally authorised in accordance with section 80 of the companies act 1985 in 
substitution for any existing authority to allot relevant securities to exercise all the powers of the company to allot relevant securities within 
the meaning of section 80 of the companies act 1985 up to a maximum nominal amount of £1998288 being approximately one third of 
the current issued share capital provided that such authority shall expire on the earlier of the conclusion of the annual general meeting of 
the company to be held in 2010 and 13 october 2010 but so that the company may before such expiry make an offer or agreement which 
would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of such 
offer or agreement as if the authority conferred by this resolution had not expired
 
 and further
ii that the directors be and they are hereby generally and unconditionally authorised to exercise all powers of the company to allot equity 
securities within the meaning of section 94 of the companies act 1985 in connection with a rights issue in favour of ordinary shareholders 
where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate as nearly as may be to the 
respective numbers of ordinary shares held by them up to an aggregate nominal amount of £1998288 provided that this authority shall expire 
on the conclusion of the next annual general meeting of the company after the passing of this resolution save that the company may before 
such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors may 
allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired
6  that subject to the passing of resolution 5 as set out in the notice of this meeting the directors be empowered pursuant to section 95 of 
the companies act 1985 to allot equity securities as defined in section 94 of the companies act 1985 for cash pursuant to the general 
authority conferred by resolution 5 as set out in the notice of this meeting as if section 891 of the companies act 1985 did not apply to 
such allotment provided that this power shall be limited to allotments of equity securities
i  in connection with or pursuant to an offer by way of rights open offer or other preemptive offer to the holders of shares in the 
company and other persons entitled to participate therein in proportion as nearly as practicable to their respective holdings subject to 
such exclusions or other arrangements as the directors may consider necessary or expedient to deal with fractional entitlements or legal 
or practical problems under the laws of any territory or the regulations or requirements of any regulatory authority or any stock exchange 
in any territory and
ii  otherwise than pursuant to subparagraph i above up to an aggregate nominal amount of £299743
 
 and such power shall expire on the conclusion of the annual general meeting of the company to be held in 2010 or on 13 october 2010 
whichever is earlier but so that the company may before such expiry make an offer or agreement which would or might require equity 
securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the 
power conferred by this resolution had not expired
7  that the company be generally and unconditionally authorised to make market purchases as defined in section 163 of the companies act 
1985 of up to 11989729 ordinary shares of £005p each in the capital of the company being approximately 10 per cent of the current 
issued ordinary share capital of the company on such terms and in such manner as the directors of the company may from time to time 
determine provided that
16043metalrax aindd   81 17062009   0517 82
16043 12062009 proof 10
consolidated income statement
year ended 31 december 2008
stock code mrx metalrax group plc  annual report 2008
notice of meeting
a  the amount paid for each share exclusive of expenses shall not be more than the higher of 1 five per cent above the average of the 
middle market quotation for ordinary shares as derived from the aim appendix to daily official list of london stock exchange plc for 
the five business days before the date on which the contract for the purchase is made and 2 an amount equal to the higher of the 
price of the last independent trade and current independent bid as derived from the london stock exchange trading system or less than 
£005p per share and
b  the authority herein contained shall expire at the conclusion of the annual general meeting of the company to be held in 2010 or on 
13 october 2010 whichever is earlier provided that the company may before such expiry make a contract to purchase its own shares 
which would or might be executed wholly or partly after such expiry and the company may make a purchase of its own shares in 
pursuance of such contract as if the authority hereby conferred hereby had not expired
8  that with effect from 1 october 2009
a the articles of association set out in the document produced to this meeting and signed by the chairman of the meeting for the 
purposes of identification be and are hereby approved and adopted as the articles of association of the company in substitution for and 
to the exclusion of all existing articles of association of the company
b the articles of association of the company be amended by deleting all the provisions of the company’s memorandum of association 
which by virtue of section 28 companies act 2006 are to be treated as provisions if the company’s articles of associations
9 that the company may send or supply documents or information to members by making them available on a website
dated 19 june 2009
registered office
ardath road kings norton
birmingham
b38 9pn
by order of the board
michael stock
secretary
notes
1  any member entitled to attend and vote at the annual general meeting is entitled to appoint one or more proxies who need not be a 
member of the company to attend and to vote instead of the member completion and return of a form of proxy will not preclude a 
member from attending and voting at the meeting in person should he subsequently decide to do so
2 in order to be valid any form of proxy and power of attorney or other authority under which it is signed or a notarially certified or office 
copy of such power or authority must reach the company’s registrars computershare the pavilions bridgwater road bristol bs13 8ae 
not less than 48 hours including any part of a day which is a nonworking day before the time of the meeting or of any adjournment of the 
meeting
3  as permitted by regulation 41 of the uncertificated securities regulations 2001 shareholders who hold shares in uncertificated form must 
be entered on the company’s share register at 1215 pm on 11 june 2009 in order to be entitled to attend and vote at the annual general 
meeting such shareholders may only cast votes in respect of shares held at such time changes to entries on the relevant register after that 
time shall be disregarded in determining the rights of any person to attend or vote at the meeting
4 in order to facilitate voting by corporate representatives at the meeting arrangements will be put in place at the meeting so that i 
if a corporate shareholder has appointed the chairman of the meeting as its corporate representative with instructions to vote on a 
poll in accordance with the directions of all of the other corporate representatives for that shareholder at the meeting then on a poll 
those corporate representatives will give voting directions to the chairman and the chairman will vote or withhold a vote as corporate 
representative in accordance with those directions and ii if more than one corporate representative for the same corporate shareholder 
attends the meeting but the corporate shareholder has not appointed the chairman of the meeting as its corporate representative a 
designated corporate representative will be nominated from those corporate representatives who attend who will vote on a poll and the 
other corporate representatives will give voting directions to that designated corporate representative corporate shareholders are referred to 
the guidance issued by the institute of chartered secretaries and administrators on proxies and corporate representatives — wwwicsaorg
uk — for further details of this procedure the guidance includes a sample form of representation letter if the chairman is being appointed 
as described in i above a letter in this form would be acceptable to the company and its registrars
16043metalrax aindd   82 17062009   0517 our business our governance our accounts
16043 12062009 proof 10
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
83
5 eproxy
 if you would like to submit your proxy vote via the internet you can do so by accessing our registrar’s website wwweproxyappointment
com you will require the control number your unique pin which will expire at the end of the voting period and your shareholder 
reference number “srn” printed on this proxy card in order to log in and submit your proxy vote electronically you can access this site 
from any internet enabled pc
 
6 crest voting
 crest members who wish to appoint a proxy or proxies through the crest electronic proxy appointment service may do so for the annual 
general meeting and any adjournments of the meeting by using the procedures described in the crest manual crest personal members 
or other crest sponsored members and those crest members who have appointed a voting service providers should refer to their crest 
sponsor or voting service providers who will be able to take the appropriate action on their behalf
 
 in order for a proxy appointment or instruction made using the crest service to be valid the appropriate crest message a “crest 
proxy instruction” must be properly authenticated in accordance with euroclear uk  ireland limited’s “euroclear” specifications and 
must contain the information required for such instructions as described in the crest manual the message regardless of whether it 
constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must in order to be valid 
be transmitted so as to be received by the company’s agent id 3ra50 by the latest times for receipt of proxy appointments specified in 
the notice of meeting for this purpose the time of receipt will be taken to be the time as determined by the time stamp applied to the 
message by the crest applications host from which the company’s agent is able to retrieve the message by the enquiry to crest in the 
manner prescribed by crest after this time any change of instructions to proxies appointed through crest should be communicated to the 
appointee through other means
  crest members and where applicable their crest sponsors or voting service providers should note that euroclear does not make available 
special procedures in crest for any particular messages normal system timings and limitations will therefore apply in relation to the input 
of crest proxy instructions it is the responsibility of the crest member concerned to take or if the crest member is a crest personal 
member or sponsored member or has appointed a voting service providers to procure that his crest sponsor or voting service providers 
takes such action as shall be necessary to ensure that a message is transmitted by means of the crest system by any particular time in 
this connection crest members and where applicable their crest sponsors or voting service providers are referred in particular to those 
sections of the crest manual concerning practical limitations of the crest system and timings 
 the company may treat as invalid a crest proxy instruction in the circumstances set out in regulation 355a of the uncertificated 
securities regulations 2001
7 you are entitled to appoint more than one proxy provided that each proxy is appointed to exercise rights attached to a different share or 
shares held by you you may not appoint more than one proxy to exercise rights attached to any one share to appoint more than one proxy 
an additional proxy forms may be obtained by contacting the registrars helpline on 0870 707 1179 or you may photocopy this form 
please indicate in the box next to the proxy holder’s name the number of shares in relation to which they are authorised to act as your proxy 
please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given all forms must be signed 
and should be returned together in the same envelope
16043metalrax aindd   83 17062009   0517 84
16043 12062009 proof 10
consolidated income statement
year ended 31 december 2008
stock code mrx metalrax group plc  annual report 2008
notes
16043metalrax aindd   84 17062009   0517 16043 1062009 proof 10
 in pursuit of its strategy the group completed one 
acquisition three disposals and three closures during 
the course of 2008 additionally three businesses 
were consolidated into other existing operations 
 the £32m acquisition of post glover lifelink pgl 
takes us into the growing market for the supply of 
specialist medical equipment perfectly fitting the 
group’s strategic criteria 
 the closure and disposal programme for noncore 
businesses has moved apace the group started 2008 
with twentyone operating businesses and finished 
the year with thirteen 
 the group has also successfully refocused 
its consumer durables division through the 
consolidation of its rta wineracks business into gw 
international and by relocating its samuel groves 
operation 
 during 2008 significant operational progress 
was made across both divisions through the 
strengthening of management competencies and 
through the restructuring of the executive board 
and the divisional organisation 
 move to aim in june 2008 thereby lowering 
compliance costs and enabling the more efficient and 
costeffective executive of restructuring activities
current economic conditions reaffirm the need for the 
group’s repositioning into growing defensible niche sectors 
in line with the january 2008 strategic review
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
operational highlights
our values
  metalrax group plc is focused on delivering 
long term and sustainable growth and return on 
investment through a process of intelligent strategic 
management the company bases its approach 
around these five core group values 
• achievement 
• innovation
• commitment
• customer satisfaction
• empowerment
metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
85
 gw international
formerly george wilkinson burnley and 
microwise cookware  
progress works elm street 
burnley lancashire bb10 1pb
tel 01282 415511   fax 01282 433112
‘progress’ consumer bakeware kitchen tools 
and gadgets
‘microwise’ microwave cookware
mrx china limited
enquiries to gw international
rta 
station road great ryburgh 
fakenham norfolk nr21 0dx
tel 01328 829292   fax 01328 829667
wood and metal wine racks
innovative kitchen products
bathroom furniture
samuel groves
station road langley green 
oldbury birmingham b69 4ly
tel 0121 569 7900  fax 0121 569 7901
‘mermaid‘ bakeware and cookware
‘longlife‘ catering equipment
advanced handling
northfields industrial estate
market deeping peterborough pe6 8ld
tel 01778 345365   fax 01778 341654
providing integrated handling solutions 
commercial bearings
bordesley green road birmingham b9 4tp
tel 0121 766 1370   fax 0121 773 8238
industrial bearings
cooper coated coil
units 38  39 planetary industrial estate
wednesfield wolverhampton wv13 3xb
tel 01902 864422   fax 01902 864412
surface coated metals
hidrosib sa
sibiu romania
enquiries to metalrax group plc 
engineering and manufacturing facilities
metalrax storage
bordesley green road birmingham b9 4tp
tel 0121 772 8151   fax 0121 772 6135
storage systems shelving and roller conveyor 
systems
post glover lifelink
167 gap way erlanger 
ky 41018 united states
tel 001 8592835900 
fax 001 8593726272
complete line of patient safety equipment
premier stairways
unit 300 catesby park eckersall road 
kings norton birmingham b38 8se
tel 0121 451 1212   fax 0121 451 1220
architectural metalwork
sections and tubes
hall street west bromwich 
west midlands b70 7dw
tel 0121 553 2721   fax 0121 500 5002
cold rolled metal sections
toolspec
sedgwick road luton bedfordshire 
lu4 9dt
tel 01582 572626   fax 01582 596891
tube manipulation and assemblies
weston body hardware
crossgate road 
park farm industrial estate
redditch worcestershire b98 7sn
tel 01527 516060   fax 01527 526060
locks handles latches and ancillary products
group operations
advisers
consumer durables specialist engineering
our business our governance our accounts
 auditors
deloitte llp
four brindleyplace
birmingham 
b1 2hz
financial advisers
n m rothschild  sons
67 temple row
birmingham 
b2 5ls
and 
arden partners
nicholas house
3 laurence pountney hill
london
ec4r 0eu
solicitors
eversheds llp
115 colmore row
birmingham 
b3 3al
principal bankers
the royal bank of scotland
2 st philips place
birmingham 
b3 2rb
hsbc bank plc
130 new street
birmingham
b2 4ju
registrars
computershare investor services plc
p o box 82
the pavilions
bridgwater road
bristol 
bs99 7nh
dedicated shareholder enquiries
0870 707 1179
financial pr
hogarth partnership
no 1 london bridge
london
se1 9bg
brokers
arbuthnot securities
20 ropemaker street
london 
ec2y 9ar
to 11 january 2008
arden partners
nicholas house
3 laurence pountney hill
london
ec4r 0eu
remuneration consultants
mercers limited
tower place
london
ec3r 5bu
1
2
stock code mrx metalrax group plc  annual report 2008
 contents
highlights  01  
buisness at a glance 02  
chairman’s statement  04 
chief executive’s review  06  
financial review  14
operating environments risks and uncertainties  18
board of directors 20    
senior management team  21  
report of the directors  22  
corporate governance  24
corporate social responsibility 28  
directors’ remuneration report  30  
report of the independent auditors  33  
consolidated income statement  37  
statements of recognised income and expense  38  
consolidated balance sheet  39  
company balance sheet  40  
cash flow statements  41  
accounting policies  42  
notes to the accounts  50  
shareholder information  79  
five year record  80  
notice of meeting  81  
group operations and adviser 85  
the group operates through two distinct divisions
1 specialist engineering     2 consumer durables 16043 1062009 proof 10
metalrax group plc
annual report for the year ended 31 december 2008
stock code mrx
metalraxspecialist
 registered ofﬁ ce
ardath road kings norton
birmingham b38 9pn
tel 0121 433 3444
fax 0121 433 3325
website wwwmetalraxgroupcouk
email infometalraxgroupcouk
registered in england 793639
niche
innovative
customer focused
 metalrax group plc make and supply specialist 
steel products worldwide operating in niche 
markets with significant barriers to entry
metalrax group plc  annual report for the year ended 31 december 2008
wwwmetalraxgroupcouk metalrax group plc  annual report 2008


Summary:
 metalrax group plc  annual report 2008 wwwmetalraxgroupcouk
01
our business our governance our accounts
16043 12062009 proof 10
revenues up 66 to £748m 2007 £702m from 
continuing activities 
 the group generated £20m of operating profit 
before exceptional items goodwill impairment and 
sharebased payments 2007 £26m from continuing 
activities the group has made a loss for the year of 
£162m 2007 £70m
 gross margin improvement of 14 to 242 2007 
228 from continuing activities
 cash generation from all operations remains strong
at £52m 2007 £65m reducing net debt to £125m 
2007 £126m after the acquisition of post glover 
lifelink for £32m and capital expenditure of £34m 
financial highlights
results in brief
 2008 2008
†
2007 2007
†
continuing total continuing total
activities group activities group
£’m £’m £’m £’m
external revenues 748 1048 702 1186
gross margins 242 216 228 193
operating profit before exceptional items goodwill impairment 
and sharebased payments 20 31 26 32
loss before interest and taxation 14 145 42 90
lossearnings per 5p ordinary share 260p 1355p 184p 583p
adjusted earnings per 5p ordinary share 021p 110p 385p 436p
cash generated from operating activities 18 52 36 65
net debt  125 126
gearing  401 248
dividends paid per 5p ordinary share nil 540p
 exceptional items note 3 are items of income and expenditure that in the judgement of management should be disclosed separately on the basis 
that they are material either by their nature or their size to the understanding of the financial statements and where not to do so would distort the 
comparability of financial performance between periods
†
the results of the total group have been shown above to aid the comparison of those results presented in the 2007 annual report and accounts
continuing revenues £m
66
to £748m
2007 £702m
701
669
702
748
2005 2006 2007 2008
continuing gross 
margins 
14
to 242
2007 £228
2005 2006 2007 2008
242
228
242
continuing operating
proﬁ t before 
exceptional items £m
231
to £20m
2007 £26m
net debt £m
08
to £125m
2007 £126m
2005 2006 2007 2008
49
26
20
2005 2006 2007 2008
17
126 125
39
107 251
16043metalrax aindd   01 17062009   0513