TIDMESR 
 
ENSOR HOLDINGS PLC 
 
        Preliminary unaudited results for the year ended 31 March 2012 
 
CHAIRMAN'S STATEMENT 
 
  * Operating profit: up 68% to GBP1,288,000 
 
  * Earnings per share: up 107% to 3.1p per share 
 
  * Final dividend: up 50% to 0.525p per share 
 
The progress we made in recent years has continued this year and therefore I am 
pleased to report that, from continuing operations, the Group has recorded full 
year operating profits of GBP1,288,000. This is an increase on last year of 68% 
(2011: GBP766,000) and is a tribute to the hard work of all our managers and 
staff operating in difficult and uncertain market conditions. 
 
Individually our operating businesses are performing well. In particular, 
margins have been improved at our door and security product companies although 
there is a general feeling that confidence in our markets may be weakening. Our 
packaging and specialist building materials activities remain steady and have 
been assisted by good sourcing of new products through our China office. 
 
During the second half of the year we announced our acquisition of Technocover 
Limited. The company manufactures and installs physical security products used 
for the protection of Critical National Infrastructure assets operated by UK 
and European Utility Companies, including water, energy and communications. It 
is integrating well into the Group and has made an immediate contribution to 
our results since the acquisition in January, which I am confident will 
continue. 
 
At about the same time, we sold our marginally profitable business in Scotland, 
Lowland Ensor Doors. The sale realised a profit against the balance sheet 
value. Since the year end we have also agreed to sell CMS Tools Limited to a 
management buyout team. This business, supplying tools to the roofing industry 
has particularly suffered during the economic downturn and has been slow to 
emerge from recession. Our balance sheet carried a substantial goodwill asset 
for CMS and the proposed sale has resulted in a write down and charge to the 
income statement for the year to 31 March 2012, in anticipation of the sale. 
 
These changes give our specialist building materials businesses a security 
focus which, together with our packaging activities, we believe, provide a good 
basis for future growth. 
 
The Group cash flows have been excellent again this year with net cash of GBP 
569,000 being generated by our established operations. Against this we have 
consolidated Technocover borrowings of GBP1,750,000 and injected cash into the 
company of GBP1,500,000. These new borrowings, which are comfortably within our 
agreed facilities, represented gearing of 34% at the year end. 
 
Our pension liabilities have remained largely unchanged, although slightly 
increased. Recognising the volatile nature of these liabilities, we have 
initiated an enhanced transfer value programme which is intended to reduce the 
risk to our balance sheet. 
 
Our land assets continue to be managed to maximise their value. The process 
towards obtaining residential planning permission for our Brackley site is 
ongoing and timescales for a conclusion are running out due to new planning 
regulations delaying progress. 
 
The new financial year has started satisfactorily. We are however cautious 
about the impact of the financial crisis in Europe although, as we are net 
importers, the strength of sterling is to our advantage. Weakening confidence 
in our markets is also of concern. However, we are ready to react if change is 
required. 
 
In line with our determination to grow dividends, I am pleased to advise that 
the Board is proposing a final dividend of 0.525p per share. This is a 50% 
increase against last year (2011: 0.350p) and makes a total dividend of 0.80p 
per share for the year ended 31 March 2012. The final dividend will be payable 
on 10 August 2012, to shareholders registered on 29 June 2012. 
 
I would finally like to say thank you to all our staff for their sustained 
efforts. My thanks also to our shareholders, customers and suppliers for their 
continuing support. 
 
K A Harrison TD 
 
Chairman 
 
BUSINESS REVIEW 
 
Operating results 
 
Ensor's activities are focussed on the UK construction market, which has 
remained difficult as restricted public spending and a general lack of 
confidence served to hinder investment in both capital and refurbishment 
projects. 
 
Nevertheless, on a like-for-like basis, excluding discontinued and acquired 
businesses, the Group results showed further improvement in 2011/12, across all 
segments. 
 
Sales increased by 3% despite a noticeable dip at the beginning of the year, 
due to the extended Easter and Royal Wedding breaks. Otherwise, sales remained 
reliable throughout the period. 
 
Gross profit margins were increased, from 22.5% to 25.5%, through continued 
emphasis on cost control and sales of higher-margin products; and through 
relatively favourable average exchange rates. 
 
The combination of higher sales and margins enabled the Group's established and 
continuing businesses to post a GBP390,000 increase in gross profit. 
 
Administrative expenses increased by less than 4%, meaning that continuing 
businesses returned an operating profit of GBP1,099,000, compared with GBP766,000 
for last year. 
 
The acquisition of Technocover Limited, in January 2012, was the most 
significant single event during the period under review, and represents a 
substantial uplift in the level of the Group's activities. It amplifies the 
focus of our Building Products activities towards security and access products. 
 
The business was acquired having undergone significant restructuring - both 
financial and operational - but still in need of financial support. Our 
injection of GBP1.5m between acquisition and the current year end - GBP1m by way of 
equity post-acquisition to rebuild the balance sheet, and GBP0.5m by way of a 
short term loan - is expected to provide the business with the liquidity which 
it needs to progress. 
 
Nevertheless, sales of GBP2,850,000 and operating profits of GBP189,000, were 
consolidated in respect of the post-acquisition period. 
 
We anticipate that the benefits of financial security and senior management 
appointments, will enable the business to operate more effectively and 
efficiently during 2012/13, when the Group will consolidate a full year's 
trading results. 
 
Group operating profit of GBP1,288,000 was 68% higher than last year's - 43% 
being attributable to continuing businesses, and 25% to acquisition. 
 
Financial expenses 
 
Financial expenses comprise borrowing costs and an actuarial calculation 
reflecting the net cost of financing the deficit in the Group's defined-benefit 
pension scheme. The increase in financial expenses, from GBP125,000 to GBP165,000, 
reflects an increase in the pension-related cost, principally due to a 
reassessment of expected returns on pension fund investments between March 2010 
and March 2011. 
 
The cost of financing Group borrowings remained level, year on year, at GBP 
69,000, primarily as a result of the borrowings associated with the Technocover 
acquisition countering the benefit of strong cash generation and 
previously-eliminated borrowings. 
 
Loss on disposal of CMS 
 
The anticipated disposal of CMS has resulted in it being treated as a 
discontinued activity and a charge to the income statement of GBP842,000, details 
of which can be found below. 
 
Cash flow and financial position 
 
Having achieved a debt-free position at the 2011 year end, the Group continued 
to strengthen that position through 2011/12, enabling us to comfortably 
accommodate the acquisition of Technocover Limited towards the end of the year. 
 
Adjusting for the cash flows associated with the acquired business, the 
continuing businesses generated net cash of GBP569,000. 
 
Secured only on the assets of Technocover, the acquisition involved the 
consolidation of a GBP1.75m bank loan and a GBP775,000 invoice discounting 
facility. The invoice discounting facility was repaid on acquisition. 
 
Technocover's post-acquisition cash outflows of GBP890,000, reflect the 
exceptional degree to which creditors had been extended over the 
pre-acquisition period, and were broadly anticipated. 
 
Consolidated group borrowings stood at GBP2,713,000 at the year end, representing 
gearing of 34%. 
 
Goodwill and other intangibles of GBP1,697,000 arising on the acquisition of 
Technocover, reflects an expectation of payment of consideration of GBP1m in 2015 
which, in turn, is dependent upon the business generating profits at a level 
which would comfortably justify the carrying value of goodwill. 
 
The Group balance sheet has been increased throughout by the consolidation of 
Technocover's balances. In other respects, there are few changes worthy of 
note. 
 
The Brackley property which had been shown as a current asset at GBP542,000, has 
been returned to fixed assets. We still expect to dispose of that property 
profitably but, in the absence of an imminent sale due to the planning process, 
accounting convention dictates this treatment. 
 
Although the pension scheme deficit changed little over the year, the 
materially adverse effect of a deterioration in bond yields was mitigated by 
other actuarial factors, including the adoption of consumer price index (CPI) 
and revised mortality tables. These potentially significant influences, which 
are beyond our control, serve to highlight the risk inherent in the Group's 
obligations to its long-closed pension scheme. 
 
We have therefore commenced an Enhanced Transfer Value exercise, since the year 
end, which is intended to reduce the pension scheme liabilities in relation to 
those members who wish to take advantage of it. An indication of the outcome 
will be included with the 2012/13 Interim Report. 
 
Key performance indicators 
 
In addition to the universal performance indicators of sales, gross margins, 
operating profit, earnings per share, cash flow and gearing referred to above, 
or in the Chairman's Statement, indicators of a more activity-specific nature 
are used within the Group to assess the performance of subsidiary companies. 
These indicators are used in conjunction with the controls described in the 
Corporate Governance statement and relate to a wide variety of aspects of the 
businesses, for example, working capital measures, production yields, quality 
control, targets, market share information, product return rates, etc. Due to 
the differences in size and markets across the Group's businesses it is not 
practicable to provide a more detailed analysis of how these indicators are 
applied to each of the respective activities. 
 
Principal risks and uncertainties 
 
The directors believe that the most significant risk and uncertainty facing the 
Group remains that of the general economic outlook for the UK and for the 
construction sector in particular. 
 
The Group's businesses have adapted to the current economic climate, whilst 
retaining the capacity to increase market share. Their diversified nature and 
the lack of over-reliance on any one business, serves to moderate the range of 
risks. The business of Technocover is regarded as being significantly less 
prone to recessionary pressures, being principally driven by security concerns. 
 
Dividend 
 
The directors propose to pay a final dividend of 0.525p per share in respect of 
the financial year ended 31 March 2012 (2011: 0.35p). Dividends of GBP187,000 
were paid on ordinary shares during the year ended 31 March 2012 (2011: GBP 
83,000). 
 
Dividends paid and proposed 
 
In respect of the year ended:                               2012       2011 
 
Interim dividend paid                                     0.275p     0.175p 
 
Final dividend proposed                                   0.525p     0.350p 
 
                                                          ______     ______ 
 
                                                          0.800p     0.525p 
 
                                                          ______     ______ 
 
Consolidated Income Statement 
 
for the year ended 31 March 2012 
 
_________________________________________________________________________________________ 
 
                                                               2012        2011 
 
                                                                       Restated 
 
                                                              GBP'000       GBP'000 
 
Continuing operations 
 
Revenue                                                      22,854      19,379 
 
Cost of sales                                              (17,019)    (15,024) 
 
                                                             ______      ______ 
 
Gross profit                                                  5,835       4,355 
 
Administrative expenses                                     (4,547)     (3,589) 
 
                                                             ______      ______ 
 
Operating profit                                              1,288         766 
 
Financial costs                                               (170)       (142) 
 
                                                             ______      ______ 
 
Profit before tax                                             1,118         624 
 
Income tax expense                                            (204)       (191) 
 
                                                             ______      ______ 
 
Profit from continuing operations                               914         433 
 
Discontinued operation                                        (842)         177 
 
                                                             ______      ______ 
 
Profit for the year attributable to equity                       72         610 
shareholders of the parent company 
 
                                                             ______      ______ 
 
Earnings per share - basic and fully diluted 
 
Continuing operations                                          3.1p        1.5p 
 
Discontinued operation                                       (2.8p)        0.6p 
 
                                                             ______      ______ 
 
                                                               0.3p        2.1p 
 
                                                             ______      ______ 
 
Consolidated Statement of Comprehensive Income 
 
                                                            GBP'000         GBP'000 
 
Profit for the year                                            72           610 
 
Other comprehensive income: 
 
Actuarial loss                                              (286)          (80) 
 
Income tax relating to components of other                     28         (108) 
comprehensive income 
 
Revaluation of land and buildings                             140          (26) 
 
                                                           ______        ______ 
 
Total comprehensive income attributable to                   (46)           396 
equity shareholders of the parent company 
 
                                                           ______        ______ 
 
Consolidated Statement of Financial Position 
 
at 31 March 2012 
 
_________________________________________________________________________________________ 
 
                                                          31 March     31 March 
 
                                                              2012         2011 
 
                                                             GBP'000        GBP'000 
 
ASSETS 
 
Non-current assets 
 
Property, plant & equipment                                 6, 753        4,113 
 
Intangible assets                                            2,771        2,438 
 
Deferred tax asset                                             806          778 
 
                                                            ______       ______ 
 
Total non-current assets                                    10,330        7,329 
 
                                                            ______       ______ 
 
Current assets 
 
Assets held for sale                                           138          542 
 
Assets of disposal group classified as                       1,031            - 
held-for-sale 
 
Inventories                                                  3,005        2,390 
 
Trade and other receivables                                  6,508        4,596 
 
Cash and cash equivalents                                        -          137 
 
                                                            ______       ______ 
 
Total current assets                                        10,682        7,665 
 
                                                            ______       ______ 
 
Total assets                                                21,012       14,994 
 
                                                            ______       ______ 
 
LIABILITIES 
 
Non-current liabilities 
 
Retirement benefit obligations                             (3,223)      (3,111) 
 
Borrowings                                                 (1,007)            - 
 
Other creditors                                              (897)         (16) 
 
Deferred tax                                                  (65)            - 
 
                                                            ______       ______ 
 
Total non-current liabilities                              (5,192)      (3,127) 
 
                                                            ______       ______ 
 
Current liabilities 
 
Borrowings                                                 (1,706)            - 
 
Current income tax liabilities                               (255)        (182) 
 
Liabilities of disposal group classified as                  (223)            - 
held-for-sale 
 
Trade and other payables                                   (5,678)      (3,584) 
 
                                                            ______       ______ 
 
Total current liabilities                                  (7,862)      (3,766) 
 
                                                            ______       ______ 
 
Total liabilities                                         (13,054)      (6,893) 
 
                                                            ______       ______ 
 
NET ASSETS                                                   7,958        8,101 
 
                                                            ______       ______ 
 
EQUITY 
 
Share capital                                                3,062        2,945 
 
Share premium                                                  557          470 
 
Treasury shares                                               (79)            - 
 
Revaluation reserve                                            140            - 
 
Retained earnings                                            4,278        4,686 
 
                                                            ______       ______ 
 
Total equity attributable to equity shareholders             7,958        8,101 
of the parent company 
 
                                                            ______       ______ 
 
Consolidated Statement of Changes in Equity 
 
for the year ended 31 March 2012 
 
_________________________________________________________________________________________ 
 
Attributable to equity shareholders of the parent 
 
                         Issued    Share Treasury Revaluation  Retained    Total 
                        Capital  Premium   shares     Reserve  Earnings   Equity 
 
                          GBP'000    GBP'000    GBP'000       GBP'000     GBP'000    GBP'000 
 
Balance as at 1 April     2,945      470        -         571     3,802    7,788 
2010 
 
Profit for the year           -        -        -           -       610      610 
 
Other comprehensive 
income: 
 
Actuarial loss                -        -        -           -      (80)     (80) 
 
Related deferred tax          -        -        -           -     (108)    (108) 
 
Transfer of                   -        -        -       (545)       545        - 
revaluation reserve to 
retained earnings 
 
Revaluation of land           -        -        -        (26)         -     (26) 
and buildings 
 
                          _____    _____    _____       _____     _____    _____ 
 
                          2,945      470        -           -     4,769    8,184 
 
Dividends paid                -        -        -           -      (83)     (83) 
 
                          _____    _____    _____       _____     _____    _____ 
 
Balance as at 1 April     2,945      470        -           -     4,686    8,101 
2011 
 
Profit for the year           -        -        -           -        72       72 
 
Other comprehensive 
income: 
 
Actuarial loss                -        -        -           -     (286)    (286) 
 
Related deferred tax          -        -        -           -        28       28 
 
Revaluation of land           -        -        -         140         -      140 
and buildings 
 
                          _____    _____    _____       _____     _____    _____ 
 
                          2,945      470        -         140     4,500    8,055 
 
Issue of shares             117       87        -           -         -      204 
 
Purchase of own shares        -        -     (79)           -      (35)    (114) 
 
Dividends paid                -        -        -           -     (187)    (187) 
 
                          _____    _____    _____       _____     _____    _____ 
 
Balance at 31 March       3,062      557     (79)         140     4,278    7,958 
2012 
 
                          _____    _____    _____       _____     _____    _____ 
 
 
Share premium 
 
The share premium account represents the consideration that has been received 
in excess of the nominal value of shares on issue of new ordinary share 
capital, less permitted expenses. 
 
Treasury shares 
 
The deduction from equity in respect of treasury shares results from the 
Group's acquisition of shares in the holdings company, at cost. 
 
Revaluation reserve 
 
The revaluation reserve has arisen as a result of net increases in the carrying 
value of the Group's land and buildings. This reserve is not distributable to 
shareholders until the profits on revaluation are realised. The directors have 
assessed the composition of the revaluation reserve and arrived at the opinion 
that it is appropriate to reclassify GBP545,000 of this reserve as retained 
earnings. A comparative balance sheet at 31 March 2012 has not been provided 
because the movement relates to equity only. 
 
Retained earnings 
 
The retained earnings reserve represents profits and losses retained in the 
current and previous periods. 
 
Consolidated Cash Flow Statement 
 
for the year ended 31 March 2012 
 
_________________________________________________________________________________________ 
 
                                                              2012         2011 
 
                                                             GBP'000        GBP'000 
 
Net cash generated from operations                           (795)        1,312 
 
Cash flows from investing activities 
 
Proceeds from sale of property, plant and                       88           37 
equipment 
 
Proceeds from disposal of assets held for sale                   -          200 
 
Acquisition of property, plant and equipment                 (293)        (295) 
 
                                                           _______      _______ 
 
Net cash generated from investing activities                 (205)         (58) 
 
                                                           _______      _______ 
 
Cash flows from financing activities 
 
Equity dividends paid                                        (187)         (83) 
 
Issue of shares                                                152            - 
 
Purchase of treasury shares                                  (152)            - 
 
Proceeds from sale of own shares                                90            - 
 
Amounts repaid in respect of finance leases                    (3)          (4) 
 
Loan repayments                                               (92)            - 
 
                                                           _______      _______ 
 
Net cash absorbed by financing activities                    (192)         (87) 
 
                                                           _______      _______ 
 
Net (decrease)/increase in cash and equivalents            (1,192)        1,167 
 
Opening cash and cash equivalents                              137      (1,030) 
 
                                                           _______      _______ 
 
Closing cash and cash equivalents                          (1,055)          137 
 
                                                           _______      _______ 
 
Accounting Policies 
 
for the year ended 31 March 2012 
_________________________________________________________________________________________ 
 
 1. Basis of preparation 
 
The consolidated financial statements of Ensor Holdings PLC have been prepared 
in accordance the Companies Act 2006 and International Financial Reporting 
Standards (IFRS) as adopted by the European Union in accordance with the rules 
of the London Stock Exchange for companies trading securities on the 
Alternative Investment Market. The Group financial statements have been 
prepared under the historical cost convention, as modified by the revaluation 
of land and buildings, and derivative financial instruments at fair value 
through profit or loss. The principal accounting policies adopted by the Group 
are set out below. 
 
 2. Basis of consolidation 
 
Where the Company has the power, either directly or indirectly, to govern the 
financial and operating policies of another entity so as to obtain benefits 
from its activities, the entity is classified as a subsidiary. The consolidated 
financial statements present the results of the Company and its subsidiaries 
("the Group") as if they formed one single entity. Intercompany transactions 
and balances between Group companies are therefore eliminated in full. 
 
The consolidated financial statements incorporate the results of business 
combinations using the purchase method. In the consolidated balance sheet, the 
subsidiary's identifiable assets, liabilities and contingent liabilities are 
initially recognised at their fair values at the acquisition date. The results 
of acquired operations are included in the consolidated income statement from 
the date on which control is obtained 
 
 3. Segmental analysis 
 
For management purposes, the Group's business activities are organised into 
business units based on their products and services and have three primary 
operating segments as follows: 
 
  * Building and Security Products - manufacture, marketing, supply and 
    distribution of building materials, security access products and access 
    control equipment; 
 
  * Packaging - marketing and distribution of packaging materials; 
 
  * Other - manufacture of rubber crumb and waste recycling. 
 
These segments are the basis on which information is reported to the Group 
Board. The segment result is the measure used for the purposes of resource 
allocation and assessment and represents the operating profit of each segment 
before exceptional operating costs, amortisation and impairment charges, other 
gains and losses, net finance costs and taxation. 
 
Details of the types of products and services from which each segment derives 
its revenues are given above. 
 
The accounting policies applied in preparing the management information for 
each of the reportable segments are the same as the Group's accounting 
policies. 
 
The Group's continuing revenues and results by reportable segment for the year 
ended 31 March 2012 are shown in the following table. The revenue and results 
of the discontinued operation are shown below. 
 
               Acquis-itionof    Other    Total Packag-ing Other       Total Discon-tinued Unallo-cated    Total 
                 Techno-cover Building Building                  contin-uing 
                                     &        & 
                              Security Security 
                              Products Products 
 
External                2,850   16,970   19,820      2,199   835      22,854         1,823            -   24,677 
revenue 
 
                        _____    _____    _____      _____ _____       _____         _____        _____    _____ 
 
Depreciation               54      171      225         19    37         281            28            -      309 
 
                        _____    _____    _____      _____ _____       _____         _____        _____    _____ 
 
Operating                 189      780      969        255    64       1,288           172            -    1,460 
profit 
 
                        _____    _____    _____      _____ _____ 
 
Financial                                                              (170)             5            -    (165) 
costs 
 
Income tax                                                             (204)           (5)            -    (209) 
expense 
 
Loss on                                                                    -       (1,014)            -  (1,014) 
discontinuance 
 
                                                                       _____         _____        _____    _____ 
 
Profit for the                                                           914         (842)            -       72 
year 
 
                                                                       _____         _____        _____    _____ 
 
Total assets            5,963    9,612   15,575      1,019   801      17,395           151        3,242   20,788 
 
                        _____    _____    _____      _____ _____       _____         _____        _____    _____ 
 
Total                 (4,224)  (2,057)  (6,281)      (103)  (55)     (6,439)           450      (6,841) (12,830) 
liabilities 
 
                        _____    _____    _____      _____ _____       _____         _____        _____    _____ 
 
Capital                    49      108      157          3     9         169            29           95      293 
expenditure 
 
                        _____    _____    _____      _____ _____       _____         _____        _____    _____ 
 
The Group's continuing revenues and results by reportable segment for the year 
ended 31 March 2011 are shown in the following table. The revenue and results 
of the discontinued operation are shown below. 
 
             Acquis-itions    Other    Total Packag-ing Other       Total Discon-tinued Unallo-cated   Total 
                           Building Building                  contin-uing 
                                  &        & 
                           Security Security 
                           Products Products 
 
External                 -   16,509   16,509      2,046   824      19,379         1,978            -  21,357 
revenue 
 
                     _____    _____    _____      _____ _____       _____         _____        _____   _____ 
 
Depreciation             -      174      174         14    28         216            21           27     264 
 
                     _____    _____    _____      _____ _____       _____         _____        _____   _____ 
 
Operating                -      498      498        241    27         766           172            -     938 
profit 
 
                     _____    _____    _____      _____ _____ 
 
Financial                                                           (142)            17            -   (125) 
costs 
 
Income tax                                                          (191)          (12)            -   (203) 
expense 
 
                                                                    _____         _____        _____   _____ 
 
Profit for                                                            433           177            -     610 
the year 
 
                                                                    _____         _____        _____   _____ 
 
Total assets             -   10,671   10,671      1,261   827      12,759             -        2,235  14,994 
 
                     _____    _____    _____      _____ _____       _____         _____        _____   _____ 
 
Total                    -  (2,925)  (2,925)      (361)  (84)     (3,370)             -      (3,523) (6,893) 
liabilities 
 
                     _____    _____    _____      _____ _____       _____         _____        _____   _____ 
 
Capital                  -      204      204         60    55         319             -            -     319 
expenditure 
 
                     _____    _____    _____      _____ _____       _____         _____        _____   _____ 
 
 
Income and expenditure arising directly from a reporting segment are identified 
to that segment. Income and expenditure arising from central operations which 
relate to the Group as a whole or cannot reasonably be allocated between 
segments are apportioned on the basis of the individual segments' earnings. 
 
Head office costs are apportioned to the segments on the basis of earnings. 
 
The Group operates almost exclusively in one geographical segment, being the 
United Kingdom. Turnover to customers located outside the United Kingdom 
accounted for less than 10% of total Group turnover and has therefore not been 
separately disclosed. 
 
Revenue from a single customer did not exceed more than 10% of turnover during 
the current or prior reporting periods. 
 
 4. Discontinued operation 
 
The business and assets of CMS Tools Limited are to be sold to management 
following negotiations during the months leading up to the balance sheet date 
and the operation has been classified as discontinued. The prior year income 
statement has been restated to reflect the discontinued operation. 
 
The results of the discontinued operation were as follows: 
 
                                                              2012         2011 
 
                                                             GBP'000        GBP'000 
 
Revenue                                                      1,823        1,978 
 
Expenses                                                   (1,651)      (1,806) 
 
                                                            ______       ______ 
 
Operating profit                                               172          172 
 
Financial income                                                 5           17 
 
Income tax expense                                             (5)         (12) 
 
                                                            ______       ______ 
 
Profit after tax                                               172          177 
 
Impairment of goodwill                                     (1,014)            - 
 
                                                            ______       ______ 
 
(Loss)/profit after tax for the year                         (842)          177 
 
                                                            ______       ______ 
 
Cash flows from the discontinued operation were as follows: 
 
Operating                                                      280        (361) 
 
Investing                                                     (29)         (53) 
 
                                                            ______       ______ 
 
Total cashflow                                                 251        (414) 
 
                                                            ______       ______ 
 
 
On 31 January 2012, the business and assets of Lowland Ensor Doors Limited were 
sold as a going concern. The business has not been classified as a discontinued 
operation because it is not considered to have been a separate major business 
line. 
 
 5. Earnings per share 
 
The calculation of earnings per share for continuing operations is based upon 
the profit after taxation of GBP914,000 (2011: GBP433,000) divided by the weighted 
average number of ordinary shares in issue during the year as disclosed in the 
table below. The earnings per share from continuing operations on a basic and 
fully diluted basis was 3.1p (2011: 1.5p). 
 
The calculation of earnings per share for the discontinued operation is based 
upon the loss after taxation of GBP842,000 (2011: GBP177,000 profit) divided by the 
weighted average number of ordinary shares in issue during the year as 
disclosed in the table below. The loss per share from the discontinued 
operation on a basic and fully diluted basis was 2.8p (2011: 0.6p profit). 
 
The weighted average number of shares for the basic and fully diluted earnings 
per share calculation can be reconciled as follows: 
 
                                                             2012       2011 
 
                                                              No.        No. 
 
Weighted-average number of shares in issue             29,888,168 29,445,659 
 
Weighted-average number of dilutive shares arising        114,022    219,534 
from subsisting share options 
 
                                                       __________ __________ 
 
Weighted-average number of shares for fully diluted    30,002,190 29,665,193 
calculation 
 
                                                       __________ __________ 
 
 6. Acquisition 
 
On 16 January 2012, the Company acquired a 90% interest in Technocover Limited, 
equating to a 90% interest in the voting rights, in order to expand the 
Building and Security Products division and enhance profits. No consideration 
was payable at this time, but a liability to the existing shareholders of the 
company of GBP220,000 was recognised. This consideration is payable in 
instalments between the date of acquisition and March 2014. Under a separate 
put and call option agreement, the Company will acquire the remaining 10% at a 
date between 13 October 2013 and 1 October 2016. The consideration payable will 
depend upon profits generated by the company in the intervening period, but the 
Directors anticipate that the liability for the deferred consideration will be 
GBP1,000,000 and will be payable on 1 October 2015. A liability of GBP886,000, 
being the present value of the anticipated consideration, has been recognised. 
100% of the net assets and profits of Technocover Limited have been included in 
the consolidated financial statements of the Group, and the full amount of 
deferred consideration has been recognised as a liability, in accordance with 
IAS 32, "Financial Instruments: Presentation". 
 
The fair values of the assets acquired are shown in the following table: 
 
                                           Book value Adjustment Fair value 
 
                                                GBP'000      GBP'000      GBP'000 
 
Freehold property                               1,465         35      1,500 
 
Plant, machinery and motor vehicles               825       (79)        746 
 
Inventories                                       569      (200)        369 
 
Trade and other receivables                     2,027          -      2,027 
 
Cash at bank                                       62          -         62 
 
Trade and other payables                      (2,644)          -    (2,644) 
 
Bank loan                                     (1,750)          -    (1,750) 
 
Other borrowings                                (756)          -      (756) 
 
Deferred tax                                    (156)         11      (145) 
 
                                               ______    _______    _______ 
 
Net liabilities                                 (358)      (233)      (591) 
 
Process technology and know-how                                         500 
 
Goodwill                                                              1,197 
 
                                                                    _______ 
 
Consideration                                                         1,106 
 
                                                                    _______ 
 
Consideration payable by instalments, at                                220 
present value 
 
Contingent consideration, at present                                    886 
value 
 
                                                                    _______ 
 
                                                                      1,106 
 
                                                                    _______ 
 
 
The fair value adjustments contain some provisional elements which will be 
finalised in the 2013 accounts. 
 
Since the acquisition date, Technocover Limited has contributed GBP2,850,000 to 
group revenues and GBP220,000 to group profit before tax, excluding acquisition 
costs of GBP77,000, which have been included in administration costs in the 
Income Statement. 
 
The pro-forma consolidated results of the group, as if the acquisition of 
Technocover Limited had been made at the beginning of the period, would include 
revenue of GBP31,925,000 (compared to Group reported revenue of GBP24,677,000) and 
profit after taxation of GBP1,164,000 (compared to Group reported profit after 
taxation of GBP863,000). In preparing pro-forma results, revenue and costs have 
been included as if the business were acquired on 1 April 2011. The information 
is not indicative of the results of the combined Group that would have occurred 
had the acquisition actually been made at the beginning of the period, or 
indicative of the future results of the combined Group. 
 
 7. Cash flow generated from operations 
 
                                                             2012       2011 
 
                                                            GBP'000      GBP'000 
 
Cash flows from operating activities 
 
Profit for the year attributable to equity                     72        610 
shareholders 
 
Depreciation charge                                           309        264 
 
Financial costs                                               164        125 
 
Income tax expense/(credit)                                   209        203 
 
Profit on disposal of property, plant &                      (38)        (4) 
equipment 
 
Book value of goodwill of discontinued operation            1,014          - 
 
                                                          _______    _______ 
 
Operating cash flow before changes in working               1,730      1,198 
capital 
 
(Increase)/decrease in inventories                          (463)         61 
 
Decrease/(increase) in receivables                            267      (435) 
 
(Decrease)/increase in payables                           (2,062)        665 
 
                                                          _______    _______ 
 
Cash generated from operations                              (528)      1,489 
 
Interest paid                                               (163)      (171) 
 
Income taxes paid                                           (104)        (6) 
 
                                                          _______    _______ 
 
Net cash (absorbed by)/generated from operations            (795)      1,312 
 
                                                          _______    _______ 
 
 
 8. Other information 
 
The financial information set out in this preliminary announcement of results 
does not constitute the Company's statutory accounts for the years ended 31 
March 2012 or 31 March 2011 but is derived from those accounts. The Independent 
Auditors have reported on the 2011 accounts; their report was unqualified and 
did not contain a statement under section 498 of the Companies Act 2006. Whilst 
the auditors have not yet reported on the financial statements for the year 
ended 31 March 2012, they anticipate issuing an unqualified report which will 
not contain statements under section 498(2) and (3) of the Companies Act 2006. 
The statutory accounts for the year ended 31 March 2012 will be finalised on 
the basis of the financial information presented by the Directors in this 
preliminary announcement and will be delivered to the Registrar of Companies 
following the Company's Annual General Meeting. Statutory accounts for 2011 
have been delivered to the Registrar. 
 
The Annual General Meeting of the Company will be held at the Company's 
registered office, Ellard House, Dallimore Road, Manchester M23 9NX at 10.00 
a.m. on Monday 23 July 2012. 
 
The Report and Accounts will be sent to shareholders and be available from the 
Company's website at www.ensor.co.uk shortly. Additional copies of the Annual 
Report and of this statement will be available at the Company's registered 
office. 
 
Enquiries: 
 
Ensor Holdings PLC 
 
Roger Harrison/Marcus Chadwick 
 
0161 945 5953 
 
Westhouse Securities Limited 
 
Richard Baty / Paul Gillam 
 
020 7601 6100 
 
 
 
END 
 

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