600 Group PLC Annual Report 2010

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FY2010 Annual Report · 600 Group PLC

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The 600 Group PLC
Union Street
Heckmondwike
West Yorkshire
WF16 0HL

T: + 44 (0) 1924 415000
W: www.600group.com

The 600 Group PLC annual report and accounts 2010

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The 600 Group PLC (“the Group”) is a diversified
engineering group with a world class reputation
in the manufacture and distribution of machine tools,
precision engineered components, laser marking
systems and mechanical handling and waste
management equipment.

The Group operates these four areas of business from locations
in Europe, North America, Australia and South Africa selling into
more than 180 countries worldwide.

visiT us onLine
This report and more information on our products
and services are available on our website
www.600group.com

For uP-To-daTe invesTor
inFormaTion PLease visiT
www.600group.com/investors

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17/08/2010 11:03:37

Highlights

The 600 Group PLC annual report and accounts 2010

Financial
j Revenue of £45.4m (2009: £76.2m)

j Loss from operations, before costs in relation to closed

operations, restructuring, net pension credit and impairment
of intangible assets, reduced to £1.1m (2009: loss of £2.2m)

j Overall loss before tax from continuing operations of £8.7m

(2009: loss of £8.0m)

j Costs in relation to closed operations and restructuring
of £5.4m (2009: £5.7m) with a cash cost of £1.9m
(2009: £3.0m)

j Basic loss per share for continuing operations of 15.2p

(2009: loss per share of 13.3p)

IFC Company profile
01 Highlights
02 Strategy
04 Chairman’s statement
06 Group chief executive’s review

of operations
10 Financial review

12 Directors and advisers
13 Report of the directors
15 Corporate governance
17 Remuneration report

Operating
j Group returned to operating profit, before exceptionals,

in H2 of £0.6m (2009: operating loss of £2.5m)

j Gross margin improved significantly to 32% (2009: 27%)

j Annualised overhead cost savings achieved to date
of £13.1m (comparing H1 2008/9 to H2 2009/10)

j Oxford Economics Group forecasts predict significant

upturn within Machine Tools markets in 2011

j Proposed shareholder loan of £2.5m to support further

development of the Group

j Group well positioned to capitalise on recovery in its markets

21 Independent auditor’s report
22 Consolidated income statement
23 Consolidated statement of recognised

income and expense
24 Consolidated statement
of financial position
25 Consolidated statement
of changes in equity

26 Consolidated cash flow statement
27 Group accounting policies
32 Notes relating to the consolidated

financial statements

57 Five year record
58 Company balance sheet
59 Company accounting policies
60 Notes relating to the company

financial statements

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The 600 Group PLC annual report and accounts 2010

Strategy

The Group’s strategy is to
organically develop each
of the four business areas,
building on the viable
operating platform
established as a result
of the Group’s recent
reorganisation.
The Group also intends
to strengthen its existing
manufacturing base
through investment in
further capacity, providing
for increased flexibility,
improved quality, reduced
lead times and cost.

600 north america based in
Michigan, distributes Clausing and
Colchester-Harrison machine tool
products, throughout the region,
in addition to precision engineered
components and laser spares.

>>stable
operating
platform

MaChine TooLs

(41% of saLes)
The business has a strong reputation in the
market for metal turning machines. Products
range from small conventional machines for
education markets, CNC workshop machines
and CNC production machines. The European
manufacturing footprint is supported by
selected outsourcing partners and machines
are marketed through the Group’s wholly
owned international sales organisation.

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17/08/2010 11:25:29

The 600 Group PLC annual report and accounts 2010

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600 europe based in West Yorkshire
and Essex, distributes 600 Group
machine tool products and precision
engineered components with an
international reputation for performance
and quality.

electrox from its base in
Hertfordshire, manufactures
laser marking machines.

600 Machinery international
covers the Middle East and
North African regions.

600 sa (holdings) PTY handles
600 Group products throughout
Sub-Saharan Africa.

600 Machine Tools PTY
operates throughout Australia,
New Zealand and the Pacific
Rim regions.

PreCision
enGineered CoMPonenTs

Laser MarkinG

MeChaniCaL handLinG
and WasTe ManaGeMenT

(26% of saLes)
Machine spares are distributed to customers
globally to help maintain the installed base
of Group machines which number in excess
of 100,000. Additionally work holding
products and taper roller bearings are
sold via specialist distributors to OEMs
including other machine builders.

(15% of saLes)
Laser marking is a technologically superior
alternative to inkjet marking. It requires no
consumables and can operate on a continuous
high speed basis when integrated into customers’
production lines. The business has its own
technology and proprietary software. Customer
applications are diverse and range from
telecommunications to pharmaceuticals.
The requirement for increased product
and component traceability is one of the
market drivers.

(18% of saLes)
The business sells equipment into Sub-Saharan
African markets from its three locations in
South Africa. Improvements to municipal
infrastructures, mineral extraction and
electrification are significant drivers for this
business. Distribution of world class brands
is supported by wholly owned workshop
and factory facilities.

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17/08/2010 11:25:41

The 600 Group PLC annual report and accounts 2010

Chairman’s statement

“ The Group continued to
be affected by the global
economic environment but
we responded robustly,
completing a strategic
review and implementing
a successful turnaround
programme to reduce our
cost base and improve the
efficiency of our operations.
We are now in a strong
position to take advantage
of the early signs of recovery
in our markets.”

overvieW
The Group continued to be affected by the global economic environment
but we responded robustly, completing a strategic review and implementing
a successful turnaround programme to reduce our cost base and improve
the efficiency of our operations. We are now in a strong position to take
advantage of the early signs of recovery in our markets.

finanCiaL hiGhLiGhTs
Although the second half of the year showed a relatively better performance,
overall revenue for the year reduced by 40% to £45.4m (2009: £76.2m)
as we selectively withdrew from low margin activities.

Full year gross margin improved significantly to 32% (2009: 27%),
as a result of cost savings and the elimination of low margin product
lines. Net operating expenses reduced by £8.5m to £21.4m (2009: £29.9m),
including restructuring costs of £5.4m (2009: £5.2m) and goodwill
impairment of £1.1m (2009: £nil).

The Group loss from operations before restructuring costs, costs in relation
to closed operations, net pension credit, impairment of intangible assets
and tax for the full year was £1.1m (2009: £2.2m). We are pleased to report,
however, an operating profit in the second half of the year of £0.6m
(2009: operating loss of £2.5m).

After a UK Pension Scheme charge of £1.9m (2009: net income of £0.3m),
one off restructuring costs of £5.4m (2009: £5.2m), net pension credit
and a non-cash charge for the impairment of goodwill of £1.1m, the Group
loss before tax was £8.7m (2009: loss before tax of £8.0m).

finanCinG
The Group’s historic low levels of borrowing have allowed us to successfully
fund our turnaround strategy through a modest increase in gearing. At the
year end, net borrowings were £4.3m (2009: £1.5m). The Group has bank
facilities of £6.5m and the Board believes that this is sufficient for the Group’s
ongoing requirements, although additional funding of £2.5m is now
being sought to support further development within the Group.

>>strength through
leading brands
and global
diversification

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The 600 Group PLC annual report and accounts 2010

ouTLook
Although we remain cautious in our outlook, there are clear indications
of improvements in the Group’s four core business markets and this
is reflected in the more recent levels of order intake. In the first quarter
of the current financial year, our order intake increased by 31% compared
with the previous year and the Group’s order book is currently 16%
higher than at the end of the corresponding period in 2009.

We now need to increase our capacity to supply and reduce our delivery
lead times to take full advantage of this improvement in demand. It is our
intention to progress these and other associated initiatives with funding
from the proposed £2.5m loan with warrants. With these elements in place,
the Board is confident that significant progress will be made as our
markets recover.

MarTin TeMPLe CBe
ChairMan
3 August 2010

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The Board intends to invest in the Group’s manufacturing base with
the aim of shortening lead times for critical products and reducing
supply chain costs and has negotiated a £2.5m loan with warrants
to fund these investments. Details of this transaction, which requires
shareholder approval at a forthcoming General Meeting, have been
announced and the full circular is being posted to shareholders.
Both these documents are available on the Company’s website:
www.600Group.com.

In accordance with FRC guidelines, the Board has assessed the Group’s
funding and liquidity position and concluded that the going concern
basis for the preparation of its accounts continues to be appropriate.

dividend
As previously stated, any future dividend payments will be dependent
upon the Group’s results. Accordingly, the Board does not recommend
the payment of a dividend at this time.

sTraTeGY
The Group has now been positioned as a diversified engineering
company with four principal areas of activity – Machine Tools, Precision
Engineered Components, Laser Marking and Mechanical Handling and
Waste Management – and a global distribution capability. The Board’s
strategy is to build the business around the Group’s core strengths
in its traditional markets, exploiting the streamlined business platform
which has been developed through the turnaround programme.

Our focus in the forthcoming year is to build on the strong brands which
the Group has in these four key areas of operation. We shall increasingly
source our manufacturing requirements in Europe retaining our Asian
outsourcing partners in a supporting role, with the aim of improving lead
times and reducing our supply chain costs and working capital requirements.

We believe this strategy will allow us to respond to new business
opportunities in a rapid and efficient manner whilst being closer
to our traditional markets.

MaChine TooL division

Servicing production and workshop OEMs
as well as educational establishments.

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The 600 Group PLC annual report and accounts 2010

Group chief executive’s review of operations

“ I am pleased to report
gross margin improved
significantly from 27%
to 32% year on year.
In addition to the margin
improvements, net
operating expenses
on a year on year basis
were lowered by £8.5m.”

The challenging market environment, to which I referred in last year’s
Annual Report, continued into 2009/10 with conditions in some parts
of the business worsening in the first half as the order book reduced.
In the second half of the year, however, there was a modest improvement
in all our markets particularly with regard to Machine Tools in North America
and Laser Marking.

BaCkGround To The resuLTs
In my first full year, the priority was to complete the turnaround as rapidly
as possible and leave the Group well positioned to develop organically
as markets began to recover. However, in light of the worsening trading
conditions at the start of the financial year, it was clear that another significant
and rapid phase of restructuring was required in order to reduce further
the breakeven point of the Group.

The business area most impacted by these prevailing market
conditions was Machine Tools, which showed a calendar year on
year deterioration of 51% and 44% in the US and Europe respectively.
Additionally, an increasingly difficult lending environment, combined with
some adverse currency movements, led us to discontinue activities
which would otherwise have consumed cash for a low return and
residual warranty risks. These activities were non-core and promoted our
suppliers’ brands, which required significant overhead and produced
little compensating margin. The combination of discontinued activities
and difficult market conditions reduced revenue from £76m to £45m.
The previous year’s sales also included a large, low margin, aerospace
contract. I am pleased to report that, as a result, gross margin was
improved significantly from 27% to 32% year on year. Exceptional costs
in relation to restructuring and asset impairment charges were £5.4m
and £1.1m respectively with the cash element within restructuring
being principally required for redundancy payments.

In addition to the margin improvements, net operating expenses on a year
on year basis were lowered by £8.5m. Some of the cost savings only
impacted the latter part of the year; a comparison of the second half of
2009/10 with the first half of the prior year shows an annualised reduction
of £13.1m in total overheads from £32.5m to £19.4m. This is in addition
to the direct labour savings and margin improvements. The loss in the
year was £1.1m, compared to £2.2m in the previous year. I am pleased
to report, however, that the Group traded profitably throughout most of
the second half of the year.

>>leading brands
supplying our customers’
global needs

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17/08/2010 11:02:18

The 600 Group PLC annual report and accounts 2010

As working capital continued to reduce during the year, particularly
with regard to inventory, it became more difficult to generate internally
the cash required to absorb the earlier operating losses and ongoing
restructuring costs, whilst also responding to working capital demands
as markets began to recover.

MeChaniCaL handLinG and WasTe ManaGeMenT (18%)
j Positive forecasts from the International Monetary Fund for South Africa.

j Increased spending on infrastructure by municipalities.

j Electrification of areas previously without power.

The Group remains relatively underleveraged in relation to its underlying
assets. Nevertheless, to move forward, the Board believes that additional
finance should be raised over and above our normal banking facilities.
Haddeo Partners LLP, which acquired a 28.18% stake in the Group in
March 2010, and certain other lenders are prepared to advance £2.5m
to the Group, which will also involve the issue of 12,500,000 warrants
at an exercise price of 20p. Details of this transaction, which requires
shareholder approval at a forthcoming General Meeting, have been
announced and the full circular is being posted to shareholders.
The availability of increased finance will enable us to fund the growth
of the business as markets recover, complete the final stages of the
turnaround and develop our manufacturing footprint in Europe.

The GrouP
The Group is now positioned as a diversified engineering Group with
four principal areas of activity. Our website and all future communications
to both customers and shareholders will reinforce this message.
The four areas and their related percentage of Group revenues are:

MaChine TooLs (41%)
j Focused on development of Group brands, including Colchester-Harrison,
Pratt Burnerd International (PBI), Crawford Collets and Gamet Bearings.

j Oxford Economics Group forecast predicts significant upturn in 2011.

j The Group holds strong position in conventional and workshop

CNC machines.

PreCision enGineered CoMPonenTs (26%)
j High precision bearings and workholding equipment.

j Spares sales generated from an installed base of 100,000 machines.

Laser MarkinG (15%)
j Proprietary technology and software.

j Diversity of customers from pharmaceutical to telecommunications.

j High growth market – increased requirement for traceability

of products and components.

Turnaround
The vast majority of the restructuring is now complete. In the last
18 months, the Group has reduced the number of its locations from
29 to twelve and many legacy issues have been resolved. Reporting
entities have also been reduced in the same period. The managers of
these businesses have shown good leadership, driving through the
necessary changes and associated transition projects.

suPPLY Chain
During the year, our Machine Tools division completed the change from
a dependence on outsourcing in China to other proven sources in Asia.
Full supply became available in the summer and we have been able to
commence the rebuilding of customer confidence with regard to machine
quality. Warranty costs in the year have been minimal. Nevertheless, given
the new economic landscape, we are unable to ignore the costs of financing
Asian supply chains, for Europe in particular, when cash is a scarce
resource. This issue, combined with some exchange rate volatility in
relation to Asian and European currencies, has persuaded us to further
de-risk our current arrangements.

Over the last 18 months, we have had meetings with potential manufacturing
partners in Central and Eastern Europe (CEE). We believe that certain
CEE based manufacturing businesses are logistically very well positioned,
given EU membership, and possess the necessary operational capabilities.
Our aim is to work with a manufacturing partner in CEE to combine production
with the manufacture of certain critical components in the UK to give a
manufacturing footprint located in the same geography as our European
customers. We are particularly looking for a partner who will accept a
degree of management control with the further prospect of the Group
acquiring a subsequent financial interest.

The Machine Tools division will continue to move towards a business
model based on this European manufacturing footprint, supported by
Asian outsource partners, which delivers product under our own brands
to customers via our international sales organisation.

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PreCision enGineered CoMPonenTs

Supplying precision engineered components
to machine builders and other OEMs.

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17/08/2010 11:02:19

The 600 Group PLC annual report and accounts 2010

Group chief executive’s review of operations continued

“ The cost structure we
have created within the
Group means that we are
better able to withstand
any unexpected downturn
in demand.”

MarkeTs
MaChine TooLs
During the year, the market for Machine Tools continued to be affected
by the global economic environment. Difficulties within the automotive
sector affected sales of production CNC machines, although there was
a partial compensating impact from the increased sales of conventional
(non-CNC) machines into the education sector.

During the second half of the year, clear signs of recovery were visible in
the US and modest indicators were identified in the UK, which translated
through into the order book. Germany remained a difficult market with many
customers on short time production, which was not surprising given the
importance of the automotive industry to the German economy. Demand
for workshop CNC machines began to recover during the latter part of
the year.

Looking further ahead, the most recent forecast from the Oxford Economics
Group has considered the principal economic factors for the global
machine tools industry and, whilst a small decline is predicted for 2010,
there is a significant positive trend forecast from 2011 onwards.

PreCision enGineered CoMPonenTs
Spares began to recover during the second half of the year in all territories,
as manufacturing capacity utilisation began to slowly increase. Workholding
product sales declined, particularly in the US where some de-stocking
took place. Sales in this business area will follow the recovery in machine
sales. Bearing sales were one of the last areas to decline as machine
builders were reluctant to cancel orders for such critical components.

Laser MarkinG
Electrox was affected by a deferral of projects in the US in the early part
of the year. The UK was also subdued due to lack of customer finance
and general uncertainty. In Germany, our market share continued to
increase and initial inroads were also made in the French market.

With regard to products and technology, the Raptor range, which uses
proprietary technology and software, continued to increase its market
share, enabling the manufacturing focus to switch to increased modularity
with less dependence on bespoke solutions. Marking products on a
continuous production basis at high speed became a feature of the
development work during the year with customers requiring higher cycle
times. Electrox is now able to match or exceed the cycle times of many
integrated production lines which require this facility.

Work has started on the next generation of operating software for all
Laser Marking units, in addition to a number of product enhancements
which are in the development pipeline.

>>designed to the
highest standard
utilising the latest
technology

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17/08/2010 11:02:19

The 600 Group PLC annual report and accounts 2010

MeChaniCaL and WasTe handLinG
There was a reduction in activity during the middle part of the year with most
South African municipalities having implemented infrastructure projects
well in advance of the World Cup. Private construction activity also remained
at a low level. A great deal of work has gone in to establishing a relationship
with Eskom, the state owned electricity utility, and prospects appear to
be good for the recently launched range of aerial platforms which are
imported from the US. There should also be some benefits accruing
from the recovery in the world market for minerals which should result
in increased demand for equipment.

Economic growth in 2010 is forecast by the IMF to recover gradually
to 2.4% with a further improvement to 3.3% in 2011.

souTh afriCa
j A management change took place in the third quarter and subsequently
the breakeven point for the business was reduced following improvements
in the factory and workshop in Johannesburg.

CorPoraTe soCiaL resPonsiBiLiTY
The Group takes its responsibilities seriously towards all its stakeholders,
including its employees, the community and the environment. This has
been another difficult year for many of our employees and those that
remain with the Group have regrettably had to work within a very uncertain
economic environment for much of the year. Most employees at some
time during the year have worked reduced hours in order to support their
businesses through periods of lower demand. I would like to thank them
for the sacrifices which they have made.

oPeraTions
As mentioned earlier, a second phase of restructuring was necessitated
when it became clear at the start of the year that market conditions,
particularly in Europe, were worse than anticipated. A number of transition
projects were implemented in order to bring down the cost structure and
improve performance including the following:

It is our intention during the new financial year to implement both
OHSAS18001 and ISO14001 being the international standards
for health and safety and the environment respectively. Subject
to progress in Heckmondwike, our largest UK site, these standards
will be considered for other locations where appropriate.

euroPe
j The PBI factory in Halifax was closed and moved to Heckmondwike.

j Externally sourced workholding products were re-engineered for

production in Heckmondwike’s enlarged machining facility, increasing
utilisation of our state-of-the-art equipment.

j A partial transfer of bearing production from Colchester to Heckmondwike

was effected and overheads reduced.

j At Electrox, changes were made at senior management level and the

business was restructured to return it to profit.

j In Germany, following falling sales of third party products, we have

transferred this business into our UK-based European sales organisation,
which is focusing on the supply of Group products.

norTh aMeriCa
j The Electrox facility in Indianapolis, providing spares, service
and back office functions, has been transferred to Clausing.

j The Web based ordering system for machine tool spares

is now operational.

ouTLook
There is still work to do in finalising the shape of the Machine Tools business
within Europe and the US; this will, however, be minimal when compared
to the two main phases of the turnaround which took place in the second
half of 2008/09 and the first half of 2009/10. One area of caution must
be with regard to the current European austerity measures which could
have some impact on public sector demand. Whatever the future holds,
the cost structure we have created within the Group means that we are
better able to withstand any unexpected downturn in demand.

The main focus in 2010 will be the development of a stronger supply
chain and in particular the European manufacturing footprint, so that
a robust platform is in place to deliver product in line with the expected
improvements in our principal markets.

I believe that the progress in North America and within the Laser Marking
business is encouraging and combined with the recent Oxford Economic
forecast for machine tools; there is reason to expect further recovery,
particularly in Europe, as we move into 2011.

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ausTraLia
j The unit in Melbourne has been closed and absorbed into the branch

in Sydney, which has been transferred into a lower cost location.

david norMan
GrouP Chief exeCuTive
3 August 2010

Laser MarkinG

Providing a high-tech alternative to inkjet
marking for international OEM customers.

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17/08/2010 11:02:20

The 600 Group PLC annual report and accounts 2010

Financial review

aCCounTinG PoLiCies
The Group’s results for the period to 3 April 2010 have been prepared
in accordance with International Financial Reporting Standards (IFRS)
as adopted by the EU and the results for the Parent Company have
been consistently prepared in accordance with UK GAAP.

resuLTs
Revenue from continuing operations was severely impacted by downturns
in our markets and reduced by £30.8m from £76.2m to £45.4m. Analysis
of revenue by principal area of activity reflects a reduced level of activity
in all areas with Machine Tools, which represents 41% (2009: 58%) being
impacted by a 58% reduction in machine sales, some of which were
discontinued low margin products. Precision Engineered Components,
which includes spares, reduced by 20%, Laser Marking by 17% and
Mechanical and Waste Handling by 8%.

The reduction in sales revenue was offset by an increase in gross profit
from 27% to 32% of sales and a reduction in operating expenses of £8.5m.
The operating loss before restructuring costs, closed operations, net
pension credit and impairment of intangible assets reduced to £1.1m
(2009: £2.2m). Restructuring costs of £5.4m (2008: £5.2m) relating
to the reorganisation and restructuring of the business were incurred.
These costs were partially offset by a net credit in respect of past service
pension liabilities of £0.9m. The loss from operations before tax and net
finance costs was £6.8m (2009: £8.3m) with net financial expense being
£1.9m (2009: net financial income of £0.3m).

The resulting loss before tax was £8.7m compared with a loss last year
of £8.0m. Taxation was nominal and related to overseas tax.

Net assets decreased by £9.3m (2009: £8.3m) to £20.7m (2009: £30.0m).
Property, plant and equipment reduced by £0.8m (2009: £1.8m), intangible
assets reduced by £1.4m (2009: £0.1m) and inventory reduced by £5.3m
(2009: increase of £0.2m). Net deferred tax assets remained at £0.6m
and there was a net decrease in trade and other receivables/payables
of £1.3m (2009: decrease of £1.7m).

Net debt increased during the period by £2.9m (2009: decrease of £4.6m),
resulting in net debt at the period end of £(4.3)m (2009: £(1.5)m).
This decrease was primarily due to a cash outflow from operating
activities of £2.1m (2009: outflow of £5.3m).

eMPLoYee BenefiTs
The Group accounts for its pension arrangements in accordance with
IAS 19. This accounting is based on a series of actuarial assumptions.

Full details of the Group’s employee benefit schemes are shown in
Note 28 to the accounts but, in summary, the Group operates three
defined benefit schemes which are based in the UK and US. The main
UK fund, The 600 Group Pension Scheme, remains significant in terms
of its size and impact. The Group accounts for pensions in accordance
with IAS 19 “Employee benefits”, which requires the recognition of the
pension scheme deficits or surpluses, subject to recoverability tests,
on the balance sheet and recognition of service costs, interest cost
and expected return on assets for the period as charges/credits to the
income statement. The employee benefits liability recognised in the
statement of financial position has increased by £0.3m. Contained within
this movement is a £1.3m reduction in respect of changes to the
Group’s US healthcare scheme such that the future increases to this
liability are now capped. This £1.3m has been taken as a credit in the
income statement.

TreasurY
The Group operates a centrally controlled treasury function for all UK
foreign exchange dealings. Group guidelines do not permit speculative
transactions in the normal course of business and exposure to movements
in exchange rates on transactions is minimised, using forward foreign
exchange contracts.

Arrangements for borrowing facilities are approved and managed
centrally for both the UK and overseas operations.

>>positive
indicators
for all markets
in 2011

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The 600 Group PLC annual report and accounts 2010

Further exposure to transaction risks arising from foreign exchange
fluctuations is minimised by matching foreign currency dealings
as closely as possible throughout the Group. With the global nature
of our principal areas of activity, the Group purchases and sells in a range
of major foreign currencies.

These risks are identified and managed through a regular dialogue and
internal reporting procedures in place between the Group Chief Executive
and each business unit Managing Director or General Manager. These
risks are closely monitored and discussed with each business unit and
appropriate safeguards are put in place where possible.

PrinCiPaL risks
Risk management is embedded in the Group’s internal control processes
throughout the year and also as part of the year-end reporting procedure.

The major risk categories, together with examples, are considered to be:

j strategic e.g. reputation, distribution network degradation, product
obsolescence, exchange rate movements, low cost competition,
market conditions, short-term customer confidence levels;

j operational e.g. development expenditure – there is a risk that the full
carrying value of the intangible asset is not recoverable if a downturn
in trading occurs. Other risks include supply chains, product failure,
loss of key personnel;

keY PerforManCe indiCaTors
The Group’s key financial objectives that the Directors judge to be
effective in measuring the delivery of their strategies and managing
the business concentrate at the Group level on profit, together with its
associated earnings per share, forward order book and net cash. At the
business unit level, they include return on net assets and customer
related performance measures.

These key performance indicators are measured and reviewed on a regular
basis and enable the business to set and communicate its performance
targets and monitor its performance against these targets.

Key financial performance indicators constantly under review include:

j liquidity e.g. the risk that the Group will encounter difficulty in

j revenue growth;

meeting its obligations associated with financial liabilities, including
uncertainties around current financing arrangements (committed
and uncommitted), potential changes in financing arrangements
and uncertainties posed by the potential impact of the economic
outlook on the level of demand for the Group’s products and
business activities;

j return on sales;

j cash generation;

j gross profit percentage;

j operating profit percentage; and

j financial e.g. major contract management, inventory control, credit

j working capital levels.

control, pension scheme funding;

j hazard/health and safety/product liability; and

j defined benefit pension schemes – the Group continues to be

subject to various financial risks in relation to the pension schemes,
for example the volatility of discount rates and of the valuation of
pension scheme assets. See Note 28 for further information on this.

MarTYn WakeMan
GrouP finanCe direCTor
3 August 2010

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MeChaniCaL and WasTe handLinG

Servicing infrastructural requirements
within Sub Saharan Africa.

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The 600 Group PLC annual report and accounts 2010

Directors and advisers

MarTin John TeMPLe* (60)
A non-executive Director since 1 April 2007 and Chairman since
1 August 2007. Chairman of the Engineering Employers’ Federation
(EEF), and Chair of the BSSP Transition Management Board, Department
for Business, Enterprise and Regulatory Reform. Formerly held senior
management positions in British Steel.

david norMan (57)
Appointed to the Board as Group Chief Executive on 7 August 2008.
Formerly a Divisional Managing Director of Saia-Burgess AG.

MarTYn Gordon david WakeMan (54)
Group Finance Director since 21 December 2006. Appointed
to the Board on 2 October 2006. Formerly UK Chief Financial Officer
of ASSA ABLOY AB.

sTePhen John ruTherford* (59)
A non-executive Director since 1 October 2007. A Director
of QED Consulting Limited.

ChrisToPher John CundY* (48)
Appointed to the Board as a non-executive Director on 1 August 2009.
Formerly Commercial Director at VT Group plc.

* Non-executive Director, member of the Audit Committee and member of the
Remuneration Committee.

seCreTarY
Alan Roy Myers

reGisTered offiCe
Union Street
Heckmondwike
West Yorkshire
WF16 0HL

reGisTered nuMBer
196730

reGisTrars
CaPiTa reGisTrars
Northern House
Woodsome Park
Fenay Bridge
Huddersfield
HD8 0GA

audiTor
kPMG audiT PLC

Bankers
hsBC Bank PLC

sToCkBrokers
evoLuTion seCuriTies LiMiTed

sharehoLder inforMaTion
finanCiaL CaLendar
Period ending 3 APril 2010
Annual General Meeting
To be held 29 September 2010

Period ending 2 APril 2011
Interim Report
To be issued mid-November 2010

Results for the year
To be announced June 2011

Annual Report and Accounts
To be issued July 2011

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Report of the directors

The 600 Group PLC annual report and accounts 2010

The Directors present their report to the members, together with the audited financial statements for the period ended 3 April 2010, which should
be read in conjunction with the Chairman’s Statement on the affairs of the Group (pages 4 and 5), the Group Chief Executive’s Review of Operations
(pages 6 to 9) and the Group Finance Director’s Financial Review (pages 10 to 11). The Consolidated Financial Statements incorporate financial
statements, prepared to the Saturday nearest to the Group’s accounting reference date of 31 March, of the Company and all subsidiary undertakings
(the Group). The results for 2010 are for the 53-week period ended 3 April 2010. The results for 2009 are for the 52-week period ended 28 March 2009.

ACTiviTies of The GrouP
The Group is principally engaged in the manufacture and distribution of machine tools, machine tool accessories, lasers and other
engineering products.

resuLT
The result for the period is shown in the Consolidated Income Statement on page 22.

Business review
A balanced and comprehensive analysis of development and performance of the Group is contained in the Chairman’s Statement, the Group
Chief Executive’s Review of Operations and Group Finance Director’s Financial Review on pages 4 to 11. This analysis includes comments on
the position of the Group at the end of the financial period, consideration of the principal risks and uncertainties facing the business and the key
performance indicators which are monitored in relation to the achievement of the strategy of the business.

emPLoyees
It is the Group’s policy to employ and train disabled persons wherever their aptitudes and abilities allow and suitable vacancies are available.
An employee becoming disabled would, where appropriate, be offered retraining. All employees are given equal opportunities to develop their
experience and knowledge and to qualify for promotion in furtherance of their careers.

The Group is committed to keeping employees as fully informed as possible with regard to the Group’s performance and prospects and to seeking
their views, whenever practicable, on matters which particularly affect them as employees.

reseArCh And deveLoPmenT
Group policy is to design and develop products that will enable it to retain and improve its market position.

ChAriTABLe And PoLiTiCAL donATions
The Group made no donations to charitable organisations in the period (2009: £nil). The Group made no political donations in the period (2009: £nil).

inTeresTs in shAre CAPiTAL
At 30 June 2010, the Directors had been informed of the following interests in shares of 3% or more of the issued ordinary share capital of the Company:

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Haddeo Partners

Gartmore Investment Management

Schroder Investment Management

Maland Pension Fund Trustees

Legal & General Investment Management

AXA Framlington

Barclays Wealth

Percentage
of issued
ordinary

Number

share capital

16,125,868

28.18

4,139,519

3,675,730

2,300,000

2,045,455

2,035,000

2,014,624

7.23

6.42

4.02

3.57

3.56

3.52

The Directors have not been notified that any other person had a declarable interest in the nominal value of the ordinary share capital amounting
to 3% or more.

PurChAse of own shAres
Authority granting the Company the option to purchase 8,579,328 of its own ordinary shares in accordance with the Companies Act 2006 was given
by shareholders at the Annual General Meeting of the Company on 25 September 2009. This authority remains valid until the conclusion of the next
Annual General Meeting on 29 September 2010.

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The 600 Group PLC annual report and accounts 2010

Report of the directors continued

direCTors
Details of the current Directors of the Company are shown on page 12. In addition, J A Kitchen served as a Director during the period until
his resignation on 25 September 2009. C J Cundy was appointed as a Director on 1 August 2009.

The Directors retiring by rotation are M J Temple and M G D Wakeman who, being eligible, offer themselves for re-election. D H Norman has
a rolling service contract of six months with the Company. S J Rutherford and C J Cundy do not have rolling service contracts with the Company.

The beneficial interests of the Directors in the share capital of the Company at 3 April 2010 are shown in the Remuneration Report on pages 17 to 20.

No Director has a beneficial interest in the shares or debentures of any other Group undertaking.

CrediTor PAymenT PoLiCy
The Company does not follow a code or standard on payment practice. Payment terms are normally agreed with individual suppliers at the time
of order placement and are honoured, provided that goods and services are supplied in accordance with the contractual conditions. The amount
of trade creditors in the balance sheet as at the end of the financial period represents 64 days (2009: 54 days) of average purchases for the Company
and 69 days (2009: 62 days) for the Group.

PosT BALAnCe sheeT evenTs
On 3 August 2010 a circular was issued to our shareholders providing details of a loan from Haddeo Partners LLP (a 28.18% shareholder) and
certain other lenders prepared to advance £2.5m to the Group in return for interest payments and 12.5m share warrants. Details of these arrangements
and a capital reorganisation have been issued to shareholders and will be subject to their approval at a General Meeting to be held on 27 August 2010.

mArkeT vALue of LAnd And BuiLdinGs
During March 2010 all of the Group’s properties were revalued by independent valuers and the Directors believe that these valuations are
appropriate at 3 April 2010.

environmenTAL PoLiCy
It is the Group’s policy to seek continually to eliminate and, where this is not practicable, to minimise negative environmental impacts from the
pursuit of its various business interests whilst continuing to product high quality products to its customers’ requirements.

It is the Group’s policy to comply with all statutory environmental legislation as a minimum and to aim to improve upon the standards set by the local
regulatory authorities.

To this end, each subsidiary is audited by the Group’s internal health, safety and environment manager to:

j benchmark performances across the Group;

j help sites identify and prioritise issues for improvement; and

j ensure legal compliance.

The results of audits are communicated directly to the Directors and to all subsidiary boards and appropriate action is taken.

It is the Group’s policy to foster an informed and responsible approach to all environmental concerns and it encourages the involvement of employees,
customers and suppliers. Regulatory authorities are consulted and informed at all appropriate times. The Group continues to support long-term
strategies to minimise, re-use and recycle packaging.

finAnCiAL insTrumenTs
An indication of the financial risk management objectives and policies and the exposure of the Group to price risk, credit risk, liquidity risk and cash
flow risk is provided in Note 24 to the financial statements.

CorPorATe GovernAnCe
The Board’s statement on corporate governance is set out on pages 15 and 16.

Provision of informATion To AudiTor
All of the current Directors have taken all steps that they ought to have taken to make themselves aware of any information needed by the
Company’s auditor for the purposes of their audit and to establish that the auditor are aware of that information. The Directors are not aware
of any relevant audit information of which the auditor are unaware.

QuALifyinG Third PArTy indemniTy
The Company has provided an indemnity for the benefit of its current Directors which is a qualifying third party indemnity provision for the purpose
of the Companies Act 2006.

By order of the Board

ALAn myers
seCreTAry
3 August 2010

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Corporate governance

The 600 Group PLC annual report and accounts 2010

Other than as indicated below, the Board considers that the Company has complied throughout the period with the Combined Code on
Corporate Governance published by the Financial Reporting Council in June 2008 (the Combined Code). Compliance with the provisions
of the Combined Code relating to Directors’ remuneration is covered by the Remuneration Report on pages 17 to 20.

The following relates to the Company’s application during the period to 3 April 2010 of the principles and detailed provisions of the Combined Code.

BoArd of direCTors
During the year, the Board was broadly balanced with the non-executive Chairman supported by a non-executive Vice Chairman, one other
non-executive Director and two Executive Directors. The Director recognised as the senior independent Director for the purposes of the
Combined Code is S J Rutherford.

The Board of Directors met 16 times during the year. D H Norman and M G D Wakeman attended all meetings. M J Temple attended thirteen meetings,
J A Kitchen attended six meetings up to his resignation on 25 September 2009 and S J Rutherford attended twelve meetings. C J Cundy attended
six meetings from his appointment on 1 August 2009. The Board retains full and effective control over the Group and is responsible for overall
Group strategy and management, acquisition and divestment policies, internal control, control of major capital expenditure projects and significant
financing matters. It also reviews annual budgets and the progress towards achievement of those budgets. A schedule of matters specifically
reserved for the Board’s decision has been agreed.

All Directors are subject to election by shareholders at the first opportunity after their appointment and to re-election at regular intervals and at least
every three years.

All Directors have access to the advice and services of the Company Secretary.

BoArd CommiTTees
The Board has delegated specific responsibility to two committees, each with defined terms of reference. Minutes of their meetings are circulated
to and reviewed by the Board.

The Audit Committee consists of all the non-Executive Directors and is chaired by C J Cundy (who the Board considers has recent and relevant
financial experience). It met three times during the year, with the Group Chief Executive, Group Finance Director, and representatives of the external
auditor in attendance. It reviewed the interim and final financial statements and considered the Annual Report and Accounts before submission
to the Board for approval, the appointment of the external auditor, the scope of the audit and matters arising from the audit and internal control
procedures. During the year all Directors attended the meetings of the committee. There is provision for the committee to meet with the auditor
without the attendance of the Executive Directors.

The Remuneration Committee consists of all the non-Executive Directors and is chaired by S J Rutherford. It determines the terms and conditions
of employment for Executive Directors and agrees the parameters of remuneration for the senior management. There were five meetings during the
year attended by all members. The Remuneration Committee also functions as the Nomination Committee.

Owing to the size of the Board, it is not considered necessary for the Board to have a separate Nomination Committee.

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inTernAL ConTroL
The Directors have overall responsibility for the Group’s system of internal control and for reviewing its effectiveness. Such a system is designed
to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable, but not absolute, assurance
against material misstatement or loss.

The Board monitors the effectiveness of the systems of internal control principally through the regular review of financial information and the work
of the Audit Committee.

Operational and compliance controls and risk management are part of the Group’s basis of operation.

There are no formal policies in place for employees to raise concerns to the Audit Committee but all employees are encouraged to address
concerns to their respective manager.

The Board has established key principles of corporate governance for the Group. These include:

j an ongoing process for identifying, evaluating and managing the significant risks faced by the Group. The process is reviewed regularly by the

Board and accords with the requirements of the Combined Code; and

j a comprehensive financial reporting structure, including a detailed formal budgeting process for all Group businesses which culminates in an

annual Group budget which is approved by the Board.

The Board has reviewed the effectiveness of the system of internal control. The major elements of the system and the process of review are as follows:

j an organisational structure with clearly defined lines of responsibility and delegation of authority to executive management;

j a comprehensive framework for planning, budgeting and reporting the performance of the Group’s operating units. Monthly results are reported

against budget and forecasts (which are regularly revised);

j defined policies and minimum financial controls and procedures at each operating unit;

j prescribed procedures for capital expenditure applications;

j confirmation by operating unit senior managers of compliance with the Group’s procedures (regular internal control reviews are also carried out

by Group finance staff); and

j the identification and appraisal of risks during the annual process of preparing business plans and detailed budgets and their regular review

during the year.

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The 600 Group PLC annual report and accounts 2010

Corporate governance continued

inTernAL AudiT
Head office staff perform control review visits to locations on a cyclical basis. The results of these reviews are reported to the Audit Committee.

reLATions wiTh The AudiTor
During the year the auditor provided tax and other non-audit advice to the Company and its subsidiaries. The Board has considered the effect on
the independence of the auditor and concluded that their provision of non-audit services was the most cost effective way of obtaining appropriate
advice without a serious risk of compromising the independence of the auditor. The Audit Committee monitors the scope of the auditor’s work.

reLATions wiTh shArehoLders
The Company carries out a regular dialogue with its institutional shareholders while having regard to UK Listing Authority guidance on the release
of price sensitive information. Full use is made of the Annual General Meeting and the Company’s website to communicate with private investors.
The results of proxy votes are declared at the Annual General Meeting after each resolution has been dealt with on a show of hands.

GoinG ConCern
The Directors are confident, after making appropriate enquiries, that the Group has adequate resources to continue in operation for the foreseeable
future. Accordingly, they continue to adopt the going concern basis in preparing the accounts. Further information on this matter is set out in the
Basis of Preparation section of the Notes to the Consolidated Financial Statements.

sTATemenT of direCTors’ resPonsiBiLiTies in resPeCT of The AnnuAL rePorT And The finAnCiAL sTATemenTs
The Directors are responsible for preparing the Annual Report and the Group and Parent Company financial statements in accordance with
applicable law and regulations.

Company law requires the Directors to prepare Group and Parent Company financial statements for each financial year. Under that law they are
required to prepare the Group financial statements in accordance with IFRS as adopted by the EU and applicable law and have elected to prepare
the Parent Company financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice).

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state
of affairs of the Group and Parent Company and of their profit or loss for that period. In preparing each of the Group and Parent Company financial
statements, the Directors are required to:

j select suitable accounting policies and then apply them consistently;

j make judgements and estimates that are reasonable and prudent;

j for the Group financial statements, state whether they have been prepared in accordance with IFRS as adopted by the EU;

j for the Parent Company financial statements, state whether applicable UK Accounting Standards have been followed, subject to any material

departures disclosed and explained in the Parent Company financial statements; and

j prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Parent Company will

continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company’s transactions
and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that its financial statements
comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the
assets of the Group and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a directors’ report, remuneration report and corporate
governance statement that complies with that law and those regulations.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website.
Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

By order of the Board

ALAn myers
seCreTAry
3 August 2010

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Remuneration report

The 600 Group PLC annual report and accounts 2010

inTroduCTion
This report has been prepared in accordance with the requirements of the Companies Act 2006. The report is divided into two sections, unaudited
and audited information. The audited information starts on page 21.

The remunerATion CommiTTee
The Remuneration Committee (the Committee) is responsible for determining the salary and benefits of Executive Directors. It currently consists
of three non-Executive Directors. The members of the Committee during the year have been:

S J Rutherford (Committee Chairman)

M J Temple

C J Cundy (from his appointment on 1 August 2009)

J A Kitchen (until his resignation on 25 September 2009)

The Committee held five meetings during the year. The most significant matters discussed by the Committee at its formal meetings this year were:

j the operation of the bonus scheme in the current economic climate;

j the formal grant of awards under the new performance share plan; and

j a review of Executive Directors’ salaries.

CommiTTee’s Advisers
During the year, PricewaterhouseCoopers LLP acted as independent advisers to the Committee and provided services relating to the benchmarking
of Executive Directors’ pay. PricewaterhouseCoopers LLP has provided other consultancy services to the Company.

In addition to PricewaterhouseCoopers LLP, the following people provided material advice or services to the Committee during the year:

D H Norman

Group Chief Executive

M G D Wakeman Group Finance Director

No Executive was present when his own remuneration arrangements were being discussed.

exeCuTive direCTors’ remunerATion
PoLiCy
The Company aims to attract, motivate and retain the most able Executives in the industry by ensuring that the Executive Directors are fairly
rewarded for their individual contributions to the Group’s overall performance, to the interests of the shareholders and to the ongoing financial and
commercial health of the Group. The Committee feels that including equity incentives in the total remuneration package encourages alignment of
the interests of the Executive Directors and senior management with those of the shareholders. The Company’s strategy is to reward Executive
Directors and key senior employees on both a long-term and short-term basis.

sALAries
Salaries are established on the basis of market comparisons with positions of similar responsibility and scope in companies of a similar size in
comparable industries. The Committee uses annual surveys conducted by external remuneration consultants as its source of market information.
Individual salaries of Directors are reviewed annually by the Committee and adjusted by reference to individual performance and market factors.
With the approval of the Chairman, Executive Directors may take up appointments as non-Executive Directors and retain payments from sources
outside the Group, provided that there is no conflict of interest with their duties and responsibilities with the Group.

Bonus sCheme
Executive Directors participate in a discretionary bonus scheme that is linked to the achievement of annual financial and personal performance
targets. The accounts disclose bonuses in respect of the period to 3 April 2010.

The Committee has sought to give participants in the discretionary bonus scheme more clarity on how the scheme works by setting out clear
objectives for future years.

The maximum annual cash bonus opportunity for the Executive Directors for the period from 29 March 2009 to 3 April 2010 was 40% of basic
annual salary and was divided into two parts which are each subject to different performance targets:

j overall Group performance based on sales, operating profit and cash flow for the year (maximum 25%); and

j discretionary (maximum 15%).

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The 600 Group PLC annual report and accounts 2010

Remuneration report continued

exeCuTive direCTors’ remunerATion continued
LonG-Term inCenTive PLAns
the 600 group pLC 2008 And 2009 performAnCe shAre pLAn (the psp)
The PSP provides significant rewards for the achievement of stretching performance targets thus achieving a clear and demonstrable link between
executive performance and executive reward.

The PSP provides for the award of both “nil cost” (or nominal cost) share options and contingent share awards (together referred to as awards) to
Executive Directors and other senior employees who are selected to participate. The second awards under the PSP were made on 25 August 2009.
The awards of 75% of salary were made to D H Norman and M G D Wakeman and no awards were made to senior employees.

At the time of making an award the Committee will set performance targets which must be satisfied before the award can vest. Such targets will
normally be measured over a three-year period. The targets for the awards made on 31 March 2008 and 25 August 2009 were set after consideration
at that time of the current economic circumstances of the Company and expectations of the future. The performance conditions and vesting
schedule attaching to the PSP awards made on 31 March 2008 are set out in the table below:

TSR
(40% of full award)

EPS
(60% of full award)

TSR target