Yacht - GYG 2019 Full Report Online

THE WORLD’S LEADING
SUPERYACHT SERVICE & SUPPLY GROUP
Annual report and financial statements

For the year ended 31 December 2019
GYG is a market leading superyacht painting, provides bespoke scaffolding containment
supply and maintenance company, offering systems and yacht hardware removal and repair
services throughout the Mediterranean, services to superyachts. These services form
northern Europe and the USA. The Company an integral part of the superyacht Refit process
primarily trades under the Pinmar, Pinmar and enable Pinmar to offer a unique turnkey
Yacht Supply and Technocraft brands. approach to superyachts and the Refit yards.
Pinmar was founded in Mallorca, Spain in 1975 Pinmar has pioneered many of the innovations
as a specialist yacht painting company focused and methodologies associated with
on the new breed of superyachts over 40m. superyacht painting and is recognised as the
In 2012 Pinmar merged with its main local most technically advanced applicator in the
competitor, Rolling Stock, to form the Global industry. Working with the major international
Yachting Group. The Company floated on the paint manufacturers, it continues to invest
London Stock Exchange’s AIM market in 2017 in research and development programmes
and was re-named GYG plc. to drive improvements in speed, quality
and efficiency. The Pinmar Standard 2.0 is
During its 44-year history, Pinmar has expanded recognised as the most exacting quality
its operations to cover the major superyacht metric in the industry.
Refit locations across Europe and the USA as
well as establishing partnerships with the GYG plc is incorporated in the UK with its
largest New Build shipyards. It has diversified registered office in London. The Group’s
its service offering through its yacht chandlery headquarters are in Palma de Mallorca, Spain
business, Pinmar Yacht Supply, which provides with its main Mediterranean operational hubs
a multi-channel supply service to the world’s in Palma, Barcelona and La Ciotat, France.
superyacht fleet. Today it is recognised as the The USA division is based in West Palm Beach,
market leading brand in superyacht painting Florida with operational centres in Fort
with a reputation for premium quality. Lauderdale and Savannah, Georgia. The
Company also has offices in Holland and
The Group also operates a specialist Germany providing a permanent presence in
engineering company, Technocraft, that the major northern European New Build market.
Cautionary Statement
Sections of this annual report, including but not limited to the Directors’ Report, the Strategic Report and the Directors’ Remuneration Report may contain forward-looking
statements with respect to certain of the plans and current goals and expectations relating to the future financial condition, business performance and results of the
Company. These have been made by the Directors in good faith using information available up to the date on which they approved this report. By their nature, all forward-
looking statements involve risk and uncertainty because they relate to future events and circumstances that are beyond the control of the Company and depend upon
circumstances that may or may not occur in the future. There are a number of factors that could cause actual future financial conditions, business performance, results or
developments of the Company to differ materially from the plans, goals and expectations expressed or implied by these forward-looking statements and forecasts. Nothing
in this document should be construed as a profit forecast.
Overview
CONTENTS
02-09
OVERVIEW
Highlights 03
Our Brands 04
What We Do 06
Market Size and Growth Forecast 08
10-21
STRATEGIC REPORT
Chairman’s Statement 10
Chief Executive’s Report 12
Financial Review 16
Key Performance Indicators 17
Risk Management and Principal Risks 18
Section 172(1) Statement 20
22-43
DIRECTORS’ GOVERNANCE REPORT
Board of Directors and Senior Management 22
Directors’ Report 24
Corporate Governance Statement 28
Nomination Committee Report 35
Audit Committee Report 36
Directors’ Remuneration Report 39
Statement of Directors’ Responsibilities 43
44-80
FINANCIAL STATEMENTS
Independent Auditor’s Report to the Members of GYG plc 44
Consolidated Statement of Comprehensive Income 50
Consolidated Statement of Financial Position 51
Consolidated Statement of Changes in Equity 52
Consolidated Cash Flow Statement 53
Notes to the Consolidated Financial Statements 54
Parent Company Statement of Financial Position 74
Parent Company Statement of Changes in Equity 79
Notes to the Parent Company Financial Statements 79
Notice of General Meeting 81
Company Information IBC
Annual report and financial statements 2019 01

02 GYG plc
Overview
HIGHLIGHTS
FINANCIAL HIGHLIGHTS
• Group revenue increased 41.8% to ¤63.8m (FY18: ¤45.0m)

• Coatings (Refit and New Build) revenue increased 51.5% to ¤53.7m (FY18: ¤35.5m)
• Supply revenue up 6.3% to ¤10.1m (FY18: ¤9.5m)
• Adjusted EBITDA1 increased to ¤4.5m (FY18: loss of ¤0.9m)
• Operating profit of ¤1.3m (FY18: operating loss of ¤4.3m)
• Profit before tax increased to ¤0.8m (FY18: loss of ¤4.6m)
• Net debt position2 of ¤8.2m at 31 December 2019 (FY18: ¤7.8m)
• Cash of ¤5.5m at 31 December 2019 (¤5.1m at 31 December 2018)
OPERATIONAL HIGHLIGHTS
• Six major contract wins in the • Entered collaboration agreement with
New Build sector during the year Akzo Nobel to develop and bring to
and ¤11.2m of New Build revenue market an application methodology
generated in 2019 (FY18: ¤3.7m) for its new sprayable filler product
• Significantly improved the Group’s Total • Restructured senior management team

Order Book to ¤42.7m as at 30 June 2020 to provide greater focus on important
up from ¤38.6m at 30 June 2019 drivers including sales, operations
and logistics
• 46% increase in the number of Refit projects
undertaken during the year, generating • Several strategic initiatives implemented
¤42.5m of revenue (FY18: ¤31.8m) to improve gross margins and deliver
operational efficiencies
• Expanded customer base and service
offering in the Supply division with
renewed focus on CRM systems and
collaboration with Coatings division
1 Adjusted EBITDA is defined as operating profit before depreciation, amortisation, impairment, performance share plan costs and exceptional items. This is an alternative
performance measure used by Directors to assess the operating performance of the Group.
2 Net debt position is defined as the net cash and cash equivalent balances, less short and long-term borrowings and obligations under leases. This is an alternative performance
measure used by investors, financial analysts, rating agencies, creditors and other parties to ascertain a company’s debt position.

OUR BRANDS
GYG operates a portfolio of three principal

brands: Pinmar, Pinmar Yacht Supply, and
Technocraft, offering a comprehensive
painting supply and maintenance service
for the global superyacht sector.
PINMAR is the market leading brand in the PINMAR YACHT SUPPLY is a major Technocraft’s two divisions, yacht
superyacht painting sector (40m) having international superyacht supply company containment systems and yacht
painted over 350 yachts in its 44-year history. with a network of yacht chandlery outlets hardware solutions, are both based in
and retail partners in Palma, Barcelona, Palma with permanent hubs in Barcelona
In the New Build sector, Pinmar specialises Valencia, Girona, Vigo, Gibraltar, La Ciotat and La Ciotat. Technocraft has the
in the 70m+ segment working with the and Malta. It also operates a mobile fleet unique capability of being able to deploy
leading shipyards in Northern Europe providing dockside service to the major its specialist teams and equipment to
which dominate the production of the shipyards and marinas in Mallorca and the shipyards throughout Europe and
larger, premium quality vessels. Pinmar Spanish Peninsular. frequently combines with Pinmar to
has completed the fairing and finishing of offer turnkey Refit solutions to the
42 New Build projects with an average The Company’s superyacht service centre world’s largest superyachts.
length over 100m, including many of the offers a worldwide supply and logistics
world’s most prestigious superyachts. service supporting a growing portfolio of Technocraft’s yacht containment division is
the world’s largest superyachts with a recognised leader in this highly specialist
Pinmar is the only paint application bridge, deck and engineering equipment sector having designed and delivered
company that offers a global refit service and consumables. containment systems for some of the
proposition with operational hubs located largest superyacht Refit projects in the
within the leading Refit shipyards across Pinmar Yacht Supply’s trade division world. The company utilises the latest
Europe and the USA. The Group operates as a principal distributor in Spain scaffolding equipment and has developed
undertakes over 35 major Refit projects for Akzo Nobel’s marine paint brands, 3M a cantilever system that enables it to
per year equating to approximately 15% abrasives and several other major marine construct bespoke containment systems
of the estimated annual global market. product manufacturers, with operations for virtually any size or shape of vessel.
extending to the Canaries, Egypt, Portugal,
Pinmar is acknowledged for its technical Malta and Greece. ROLLING STOCK AND ACA MARINE GYG
leadership in the superyacht painting owns two further paint application brands,
industry with a history of technological TECHNOCRAFT is a specialist engineering Rolling Stock and ACA Marine which were
innovation, having pioneered the company that provides bespoke acquired through merger and acquisition
development of several major improvements containment systems and yacht respectively. Following a strategic
in application technology, environmental hardware removal and repair services assessment of the competitive market
management and finish quality. The to superyachts. These services form sector the Group decided to consolidate
company led the introduction of topcoat an integral part of the superyacht the marketing of its paint services under
electrostatic spray application and Refit process and enable GYG to the Pinmar brand to leverage its market
instigated the adoption of empirical quality offer a unique turnkey approach to leading position. During 2019 the Rolling
standards; the Pinmar Standard 2.0 is superyachts and the Refit yards. Stock and ACA Marine brands have been
recognised as the most exacting quality scaled back as customers have been
metric in the industry. migrated to the principal Pinmar brand.
A BRIEF HISTORY OF GYG PLC
1975 • Pinmar was

founded in
1989 • Rolling Stock
was founded
2003 • Management
buyout
2009 • Expansion to the USA (Florida)
through the acquisition of
Palma de in Palma de supported by Classic Yacht Refinishing Inc.
Mallorca, Spain Mallorca, Spain Ferretti and • Management buy out
Permira, Italy of Ferretti shareholding
in December 2011
1982 • Pinmar Supply

& Wholesale
1992 • Pinmar became
Awlgrip’s
2005 • Purchase of the Techno
Craft, S.L. and Andamios
2010 • Completion
of the world’s
division distributor de Baleares, S.L. businesses largest
was created for Spain (expansion into scaffolding superyacht
• Expansion to Marina & covering company)
Barcelona, Spain •E
xpansion into Germany and
superyacht New Build market
•P
inmar ISO 9001 & 14001
certification
04 GYG plc
Overview
GYG global operations

Major Bases
AMST
HOLL
MAGMA
PORTSMOUTH, UK
NOBISKRUG
DAMEN/AMELS OCEANC
AMSTERDAM HEESEN YACHTS GERMANY HOLLAND
NOBISKRUG HOLLAND HOLLAN
OSS, HOLLAND
PENDENNIS
M HEESEN YACHTS GERMANY
FALMOUTH, UK KUSCH YACHTS FEADSHIP
OSS, HOLLAND MAGMA
PORTSMOUTH, UK ROYAL WEWELSFLETH,HOLLAND
GERMANY
KUSCH YACHTS HUISMAN,
DAMEN/AMELS OCEANCO DÖRRIES YACHTS
ROYAL WEWELSFLETH, GERMANY HOLLAND
HOLLAND HOLLAND BREMERHAVEN, GERMANY
HUISMAN, DÖRRIES YACHTS UK
PENDENNIS
HOLLAND BREMERHAVEN, GERMANY FEADSHIP ATLANTIC REFITLLOYD WERFT
CENTER
FALMOUTH, UK BREMERHAVEN, GERMANY
HOLLAND LA ROCHELLE, FRANCE
LLOYD WERFT
BREMERHAVEN, GERMANY HAMBURG, GERMANY
SEATTLE
USA HAMBURG, GERMANY LÜRSSEN
UK FREIRE
BREMEN, GERMANY
LÜRSSEN ATLANTIC REFIT CENTER VIGO, SPAIN
BREMEN, GERMANY LA ROCHELLE, FRANCE HOLLAND
NEWPORT BENETTI
GERMANY
AND USA VIAREGGIO, ITALY
BENETTI RYBOVICH MB92
GERMANY FRANCE PALUMBO SPAIN
VIAREGGIO, ITALY WEST PALM BEACH,
FREIRE BARCELONA, SPAIN
ANCONA, ITALY
VIGO,
USASPAIN SAVANNAH ITALY
E PALUMBO
ANCONA, ITALY YACHT CENTER
ITALY
NEWPORT GEORGIA,
USA USA NAVANTIA
MB92 CARTAGENA, SPAIN M
RYBOVICH SPAIN
USA
BARCELONA, SPAIN FERRETTI AND WALLY LA
WEST PALM BEACH,
USA SAVANNAH DERECKTOR ITALY M
FERRETTI YACHT
AND WALLY
CENTER FORT LAUDERDALE, LA
ITALY GEORGIA, USA
IMS 300, IMS 700
USA NAVANTIA FRANCE
CARTAGENA, SPAIN MB92 STP
USA IMS 300, IMS 700 DANIA CUT & LMC LA CIOTAT, FRANCE PALMA, SPAIN
FRANCE FORT LAUDERDALE,
DERECKTOR MONACO MARINE PALUMBO ASTILLEROS DE
T, FRANCE USA
FORT LAUDERDALE, LA CIOTAT, FRANCE MALTA MALLORCA
MARINE PALUMBO USA PALMA, SPAIN
MALTA MIAMI GARDENS
AT, FRANCE LMC MIAMI, STP PORT ADRIANO
FORT LAUDERDALE, USA PALMA, SPAIN DAMEN NIKILAT PALMA, SPAIN
USA QATAR
DAMEN NIKILAT ASTILLEROS DE
QATAR MALLORCA
PALMA, SPAIN
PORT ADRIANO
PALMA, SPAIN
LABUAN SHIPYARD
MALAYSIA
2012 • Creation of the

Global Yachting
2016 • GYG management
buyout with
2018 • GYG opens new hub in
La Ciotat, France with
• Pinmar launches
a major marketing
• Pinmar Yacht
Supply expands
Group through support from its Pinmar, Pinmar Yacht campaign aimed its superyacht
the merger Lonsdale Capital Supply and Technocraft at growing market supply business
of Pinmar and Partners to brands supplying Refit share in northern with the addition
Rolling Stock expand the Group and Supply services to European New of new retail
companies shipyards and superyachts Build sector partners
•
2014 • Consolidation of GYG into

the New Build market
2017 • Global Yachting Group
floated on the London
2019 • Pinmar signs 6 New Build
contracts with major northern
Stock Exchange’s AIM European shipyards
• Creation of GYG Germany
and GYG Central Services market changing the • GYG consolidates brands to leverage
name to GYG plc market leading Pinmar brand globally
• Complete restructuring
of the Group’s companies • Acquisition of ACA Marine
• Pinmar opens new base at Savannah
business in France
Yacht Center, Georgia increasing
capacity for 70m+ yacht refits in the USA

W H AT W E D O
GYG’s operations can be divided in to two key markets:
• Coatings – which is split into two sub-sectors:
New Build – the fairing and painting of new superyachts as part of the construction
process
Refit – the repainting and refinishing of superyachts, normally as part of a refitting
programme, a process necessitating the removal of fittings and erection of
scaffolding, containment and extraction systems
• Supply – the sale and delivery of maintenance materials, consumables, spare parts
and equipment for the care and operation of superyachts
NEW BUILD
The exterior finish of a superyacht is a key to seal the fillers and provide a consistent pioneering introduction of electrostatic
part of the construction process ensuring surface for the topcoats. After multiple paint spraying to the superyacht sector
the physical integrity and performance cycles with detailed inspections has led to significant improvements in
of hull and super structures. It is also between each application, the entire the application process and consistency
fundamental to the aesthetics of the yacht is then prepared for the final of the finish quality. Most importantly,
finished yacht emphasising the sleekness application of topcoats. This final stage with a 60% improvement in paint
of design and the product’s quality. involves a team of highly experienced transfer, it has resulted in a significant
specialist top-coaters working as a reduction in waste.
The time demanding process of fairing cohesive unit and, using the latest
and finishing a superyacht comprises electrostatic spray guns, they apply Pinmar is a leading paint applicator in
many complex stages and can take several hundreds of litres of specialist the industry and is one of the preferred
upwards of twelve months to complete marine paints to achieve the high gloss paint contractors to several of the
depending on the construction superyacht finish. largest and most prestigious shipyards
methodology and size of the yacht. in northern Europe. This ensures
Starting with a steel and aluminium GYG’s highly developed production a consistent and visible forward Order
substrate with all its surface methodologies are designed to Book. The Group is growing its market
imperfections the process commences synchronise with those of the shipyard share in the 70m+ New Build sector by
with the manual application1 of several and other sub-contractors to ensure establishing further long-term supplier
layers of specialist epoxy filling maximum speed, efficiency and control relationships with major shipbuilders.
compound to gradually build up a during each project. Quality, safety and
seamless base across several thousand environmental controls are fundamental
1
Pinmar is currently partnering with Akzo
Nobel’s market leading paint brand, Awlgrip
square meters of surface area to create to the production process ensuring the
to develop the application methodology
the smooth lines of the yacht design. quality of the finish, whilst minimising for its new sprayable filler product that is
After several phases of sanding and the environmental impacts and ensuring expected to deliver a step change in the time
cleaning, paint primers are then applied the safety of the workforce. GYG’s taken to fair larger superyachts.
06 GYG plc
Overview
REFIT
Superyacht marine paints2 have an applied to re-seal the paint system of completing a major Refit project
effective life of 4-6 years depending and provide a consistent surface for in a short window are significant.
upon use and environmental factors the top coating system. Depending on Decision makers be they captains,
necessitating a regular re-finishing the colour and type of finish, at least 3 owner’s representatives, management
cycle throughout the yacht’s life. layers of topcoats will then be applied companies or shipyards are seeking the
Superyachts require a major Refit using the latest electrostatic application most qualified and experienced partners
inspection and service every five years technology. Final inspections are made who can deliver the highest quality,
to comply with maritime industry to ensure the requisite film thickness, mitigate risk and also provide
regulations. Consequently, owners often gloss and quality of finish are achieved the best warranty and after-sales service.
use the major service periods as an before the infrastructure is removed Pinmar offers a unique proposition
opportunity for re-painting their and the yacht can be handed back encompassing turnkey solutions,
superyachts as there are significant to the captain and crew to maintain. premium quality, geographic scope and
cost saving and schedule synergies by A typical 70m yacht will take 12-14 a global warranty. Pinmar leads the
combining these activities. Yachts weeks and several thousand man-hours industry in terms of quality and has
typically undertake an annual haul out to complete. preferred partnership agreements with
to renew anti-fouling and to undertake many of the largest Refit yards in Spain,
general maintenance to keep the vessels Pinmar has unrivalled experience in France, Holland, Germany and the USA.
in optimum condition. the superyacht Refit market having
painted more yachts over 40m than any 2
As opposed to antifoul paints used below
Large superyachts can be painted in other company. It focuses on the 50+m the waterline that require annual or bi-annual
re-treatment.
or out of the water, or in specialist dry market where the scale and complexities
dock facilities provided the necessary
scaffolding and containment systems
are used to facilitate access and create
a controlled environment. Before the
paint team can start work preparing the
vessel, specialist teams dismantle and
remove all the exterior fittings from the
yacht. The Refit paint process involves
the identification and treatment of any
corrosion or damage to the substrates.
This is followed by an intensive cycle
of sanding and cleaning to remove
the old paint system and any
contaminants. New primers are then
SUPPLY
Based in Spain with the ability to serve the location. Pinmar Yacht Supply’s yacht
clients anywhere in the world, Pinmar distribution team service this need by
Yacht Supply offers a comprehensive organising the logistics of shipping
selection of marine products to trade, goods to marinas around the world. The
retail customers and direct supply to Pinmar Yacht Supply team also offer
superyachts worldwide. a shore support service in Spain which
includes the arrangement of Temporary
Retail Division – Through its fixed and Importation Agreements providing relief
mobile chandlery outlets in Palma and from withholding taxes during Refit
Barcelona and its retail partner network, periods as well as concierge services.
Pinmar Yacht Supply offers an extensive Pinmar Yacht Supply is able to provide
range of nautical brands to superyachts a fast, efficient and reliable service across
and the supporting marine service a diverse range of requirements to a large
industry. The portfolio is segmented by fleet of superyachts.
bridge, deck, galley, engine room, toys,
uniforms and safety equipment. With Trade Distribution – Pinmar Yacht
shops located in major shipyards and an Supply is one of the principal distributors
experienced retail staff with expert in Spain for Akzo Nobel marine paint
product knowledge, Pinmar Yacht brands, 3M abrasives and other major
Supply offers a professional service product manufacturers. Through the
underpinned by competitive pricing and buying power created by the scale of the
high availability of stock as a result of the Group, Pinmar Yacht Supply can
Group’s major distribution agreements. negotiate favourable rates on core
product lines. The combination of
Superyacht Supply Team – Superyachts’ competitive prices, key account
requirement for a reliable and efficient management and first-class service
supply service remains constant wherever results in an attractive supply proposition.

MARKET SIZE AND
GROWTH FORECAST
The total superyacht fleet, defined by superyachts over the next five years, marginally down from
over 30m LOA, currently numbers 5,5651 vessels. 3.5% CAGR for the period 2015-2019. The larger
GYG operates in the 40m+ segment which largely LOA segments of 70-90m and 90m+ are exhibiting
discounts the production sector to focus on the the highest growth rates reflecting the continued
semi-custom and custom vessels with metallic market trend for larger superyachts.
structures, greater operational budgets and more
rigorous maintenance programmes. The 40m+
fleet comprises 2,050 superyachts with a projected
compound annual growth rate (CAGR) of 3.2% 1
Source: Superyacht Intelligence Feb 2020.
THE NEW BUILD MARKET
GLOBAL SUPERYACHT DELIVERIES & FORWARD ORDER BOOK ESTIMATED 2019 NEW BUILD MARKET VALUE BY REGION
87
€3.4m
71 72 73 71 73
67 68
64 6 62
7
5 €10.1m
6 7 12 6
6
7 6 €43.5m €19.4m
16 ROW
17
€139.7m
17 20 17 Turkey
Germany
ESTIMATED United States
40 MARKET Netherlands
37 €21.2m
34 33 33 VALUE Italy
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 €42.1m
Launched 40-50m 50-70m 70-90m 90m+
Deliveries Actual Forcast
The 40m+ New Build market has exhibited very stable shares when measured by value with 31% and 14%
and consistent characteristics over the last five years respectively, compared with Italy’s 30% by value. These
and output levels are predicted to deliver steady growth comparative market value figures are also influenced by
of 3.2% CAGR through 2024 equivalent to an average varying rates between regions with the Northern
of 75 deliveries per year. European shipyards generally yielding higher rates per
m2 higher than both Italy and Turkey.
The New Build Order Book for 2020 shows a surfeit
of projects in build and scheduled for delivery in 2020 The overall market growth of the superyacht fleet
(87 vessels). However this figure is distorted by the correlates to the global increase in the number of
tendency of semi-custom builders to part-build vessels billionaires (UHNWI’s) which has risen from 1,011 in 2010
and then halt production until a buyer is secured. to 2,153 in 20193 and is forecast to reach 2,584 by 2024.
As stated above, the 70m+ and 90m+ segments where

GYG is most competitive, are growing faster in
percentage terms than the smaller LOA segments. This
has an exponential effect on the size of the addressable
market in terms of the square meterage (m2) and
consequently value (€). The estimated market value of
the New Build paint market in 2019 was c. €140m and 1
Source: The Superyacht Agency Intelligence Report for GYG plc Feb 2020.
this is forecast to increase to an estimated c. €175m2 by Unless otherwise stated all market estimates and forecasts are sourced
from The Superyacht Agency Intelligence Report.
2022. Whilst Italy is by far the largest producer of 2
Forward forecasts of market value are based on static estimates of 2020
superyachts by unitary volume (39% in 2019), the Dutch achievable rates/m2 with no indexing.
and German shipyards both hold significant market 3
Source: Forbes.com Feb 2020.
08 GYG plc
Overview
2019 30M+ FLEET SEGMENTED BY LOA* GROWTH OF THE 40M+ FLEET
2353 2426
2209 2282
2137
1988 2050 109
1917 104
100
63% 1785 1849
91
95
192
30-40m 75
81 87
169 177 184
70 162
64 155
40-50m 130 137 149
123
50-70m 671 691 710
632 652
606
70-90m 536 553 569 589
21% 90m+
11% 1062 1096 1136 1169 1202 1252 1293 1334 1374 1415
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Launched 40-50m 50-70m 70-90m 90m+
LOA* – Length Overall 3% 2% Deliveries Actual Forcast
THE REFIT MARKET
The Refit market is driven by the life cycle of the paint The value of the addressable market of Refit paintwork
system which is typically 4-6 years depending on the is estimated to grow slightly faster than the number of
usage and cruising patterns of each yacht. The timing projects, due to the increasing size of superyachts
of the re-painting is flexible although superyachts within the global fleet. Market estimates suggest
must undergo regular maintenance cycles every that the current annual value of the Refit paint
5 years to comply with their registry and insurance. market is c.€233m and will grow to an estimated
Owners typically take the opportunity to undertake c.€285m by 2024 (CAGR 3.4%) with the 70m+ and
repainting work whilst the yacht is out of service for its 90m+ segments exhibiting higher growth rates, 5.1%
Refit survey, consequently major paintwork tends to and 7.5% respectively.
follow a 5-year cycle.
The independent market research that provided the
The Refit market is underpinned by approximately 20% superyacht market forecasts was conducted prior to the
of the active fleet typically due for paintwork each onset of the COVID-19 pandemic in Europe and the USA.
year and continues to grow in line with the increasing Please refer to the CEO’s report for the latest assessment
size of the global superyacht fleet. The estimated total of the impact on the current and future market.
of yachts over 40m that were due for paintwork in
2019 was 3431. 1
Source: Superyacht Intelligence Feb 2020.
ESTIMATED FORECAST OF VOLUME OF THE ESTIMATED FORECAST OF VALUE OF THE

40M+ REFIT PAINT MARKET 40M+ REFIT PAINT MARKET
409 €285.2m
398 €276.7m
383 €264.6m
370 €255.1m
357 €245.3m
343
€233.1m
Total Projects
Yearly Value
Yearly Value
2019 2020 2021 2022 2023 2024

2024 2019 2020 2021 2022 2023 2024
40-50m 50-70m 70-90m 90m+ Total 40-50m 50-70m 70-90m 90m+ Total

C H A I R M A N ’ S S TAT E M E N T
2019 was a transformational year for

the Group from which I am pleased
to report a solid set of results and a
much-improved operational platform.
The Group delivered a substantial
increase in revenues over 2018 as a
result of its strategy to increase share
in the New Build sector, alongside a
stronger performance in the Refit
sector following the return to more
normalised market conditions.
Significant progress has been made during 2019 to increase
our share in the larger yacht segment (LOA >70m) of the
growing New Build market in Northern Europe, with six major
contract wins contributing to a strengthening of the forward
Order Book going in to 2020.
Management have made significant changes to the organisation

over the course of the year, focusing on systems, processes
and core business activities aimed at improving margins and
enhancing both the quality and sustainability of earnings. The
process and system improvements implemented during the
year will provide a more stable and scalable platform on which
to continue the Group’s strategic growth, which will deliver on the balance sheet with an offsetting asset value recognising
operational efficiencies and improved financial performance the associated benefit of those leases.
going forward.
In April 2020, the Group announced that it had reached an
FINANCIAL RESULTS agreement with its banks to change the repayment terms of
The Group delivered a 41.8% increase in revenues in the year one of its loans, a bullet loan, to extend the payment dates. As
ended 31 December 2019 to €63.8m (FY18: €45.0m). The the COVID-19 pandemic spread across the world, and the
Coatings division achieved a 51.5% increase in revenues to scope for additional impacts on our business grew, the Spanish
€53.7m (FY18: €35.5m) as a result of continued penetration in government put a number of programmes in place to provide
the New Build sector and a strong performance in Refit financial stability for Spanish companies. The Group entered
following the return to more normalised levels of demand. The into discussions about accessing one of these programmes in
Supply division delivered revenues of €10.1m (FY18: €9.5m), an effort to provide access to additional capital if it became
an increase of 6.3%. necessary. On 30 June, GYG was provided with new borrowing
facilities of €3.0m through one of these government sponsored
The improved trading performance resulted in an adjusted programmes which has a twelve-month repayment holiday
EBITDA of €4.5m (FY18: loss of €0.9m) and an operating profit and then is repaid over the subsequent 24 months.
before tax of €1.3m (FY18: loss of €4.3m). The EBITDA margin
of 7.1% (FY18: (2.0%)) reflects the early signs of improvement As part of this arrangement, the Group agreed to maintain the
in operational performance. original repayment schedule for the bullet loan. By entering
into the new facilities and agreeing to maintain the original
EARNINGS PER SHARE AND DIVIDENDS payment schedule on the bullet loan, the Group’s working
The net profit for the year was €0.7m (FY18: loss of €3.2m) capital projections and cash position over the next few years
creating an earnings per share of €0.02 (FY18: loss per share has been materially improved. The Directors concluded that
of €0.06) and an adjusted basic earnings per share of €0.06 the uncertainty surrounding how the pandemic might develop
(FY18: loss per share of €0.02). meant this was a prudent and sensible step to take. The Group’s
banking facilities now total €29.6m.
It is the Board’s intention to return to the dividend list at the
earliest appropriate opportunity, however the Board believes PEOPLE & ORGANISATIONAL DEVELOPMENT
it was in the best interest of the Company not to declare Management have made significant progress in strengthening
a dividend in 2019 as it continues to strengthen the balance the team and improving core processes and controls. They are
sheet and expand the scale of its activity. currently investigating opportunities to upgrade IT systems
to increase automation, improve operational efficiency and
FINANCIAL POSITION scale for future growth.
The Group’s financial position has strengthened marginally
following the return to profitability with net cash increasing Following the resignation of Gloria Fernandez, Chief Financial
slightly over 2018 levels. The Group adopted IFRS 16 during Officer, in July 2019, Kevin McNair was appointed as the new
2019 so all lease obligations are now recognised as liabilities Group CFO, having served as Interim CFO since March 2019.
10 GYG plc
Strategic Report
CURRENT TRADING AND OUTLOOK

During 2019, the Coatings division signed six major New Build The strong momentum experienced in H2 2019 continued into
contracts for projects commencing in 2020/2021 which has 2020, particularly in the Coatings division, resulting in increased
significantly increased the Group’s share in the Northern levels of activity in both New Build and Refit in the first quarter.
European market and expanded the New Build customer base
to two major new yards. Post-period end, the team signed Since mid-March when the COVID-19 pandemic spread through
a further contract for an 80m New Build yacht, scheduled Europe and the USA, I have been impressed with the way in
to start in Q4 2020. The sales focus remains on extending which GYG has reacted and responded. Invoking its contingency
market share for 2020-2023 by winning new orders with plans, the Group adapted its operations to comply with
existing shipyards and converting opportunities with new appropriate health and safety procedures and, whilst some
clients, further reducing the impact of Refit seasonality. projects have been delayed, none have been cancelled. As
such, the market outlook is healthy and the Board looks to the
Following the completion of major new infrastructure future with continued confidence.
developments by the Refit shipyards in Barcelona and the USA,
with the capacity to accommodate the growing 70m+ fleet, STEPHEN MURPHY
the Group is well positioned to exploit the strong growth Non-Executive Chairman
forecast in this market segment both in Europe and the USA.
22 July 2020
The Supply division remains focused on the large yacht fleet
and extending its service proposition. The team will refresh
and launch a new Pinmar Yacht Supply brand in H2 2020 while
utilising the new CRM system to better target its marketing
efforts to the 70m+ fleet.

CHIEF EXECUTIVE’S REPORT
I am pleased to report our results for

the year ended 31 December 2019,
in which we have made significant
progress across all areas of the Group.
Our New Build strategy started
to deliver meaningful results with six
contract wins secured in the year.
This, coupled with the return to a
normalised Refit market, has resulted
in a solid performance in the Coatings
division. Trading in the Supply division
continued to deliver steady growth
in line with expectations.
During the year we restructured the senior management team
and started several important initiatives aimed at improving
our gross margins and delivering operational efficiencies. Remaining at the forefront of application technology and
These initiatives have started to impact results and management quality standards is a key part of GYG’s unique New Build
will remain focused on these developments to further enhance proposition and our recent collaboration with Akzo Nobel
our 2020 trading results and future EBITDA performance. to bring its sprayable filler to the New Build market promises
to be another important differentiator by greatly reducing the
In the last few months, the world has been faced with the time taken to fill and fair large superyachts.
COVID-19 pandemic and as a Group we have adapted and
responded appropriately. Within such changes, the health and The investment the Group has made in developing its CRM
safety of our employees remains our top priority and I would system to facilitate intelligence led marketing campaigns
like to thank them for their resilience, adaptability and backed up by a more effective sales and tendering process has
professionalism during this time. seen solid returns in terms of higher conversion rates and
increased pipeline velocity. We will leverage this powerful
FINANCIAL OVERVIEW tool as we continue to grow our market share in the
The Group delivered revenues of €63.8m in the year ended higher value segments. During 2019 the Group successfully
31 December 2019 (FY18: €45.0m) an increase of 41.8% with consolidated its brand portfolio to leverage its market leading
an operating profit of €1.3m (FY18: loss of €4.3m) and an global brand, Pinmar. It has successfully migrated the previous
adjusted EBITDA of €4.5m (FY18: loss of €0.9m) with a net Rolling Stock and ACA Marine customers and rolled out the
profit of €0.7m (FY18: net loss of €3.2m). Our gross margins Pinmar brand across all its global locations giving the Group
improved as a result of the higher production levels, with our more consistency and better clarity to the market.
average gross margin for 2019 at 23.5%, up from 17.9% in FY18.
We ended the year with cash of €5.5m (FY18: €5.1m) and net We remain closely aligned to our key Refit shipyard partners
debt of €8.2m, up from €7.8m in FY18. and continue to invest in our facilities and resources to match
the growth at these strategic locations that have and continue
STRATEGY to develop the necessary infrastructure to accommodate
Coatings the large superyacht Refit programmes. In 2019, we saw a
We have made significant progress with our New Build strategy significant upturn in capacity with the new facilities in
over the last 12 months adding six major contracts to our Order Barcelona, MB92, and the USA, Savannah Yacht Center coming
Book and are confident that our strategic decision to focus on online. These substantial increases in capacity for large
the Northern European yards remains valid. These yards yachts alongside those of Lurssen in Germany, Feadship and
represent the premium segment of the 70m+ superyacht New Oceanco in Holland, all of whom have opened new Refit
Build market and are the most suited to GYG’s high quality and facilities to service their growing fleets, provide further
technically advanced fairing and painting services. We have opportunities for growth. Our strong relationships with the
made very good progress in developing preferred supplier major fleet management companies continues to evolve as
relationships with targeted yards that value disciplined project we see an increasing number of large yachts coming under
management, high capacity ability, deliverability and premium professional management.
quality craftsmanship. The Group has achieved a significant
increase in its market share of this niche market segment with Supply
plenty of headroom for continued growth both within the Our growth strategy for the Supply division is focused on the
yards it currently serves and through developing targeted new large yacht fleet and extending our service proposition beyond
relationships with other leading shipbuilders. our physical locations so we can capture a greater share of
their annual spend. On 1 June, the Group announced the re-
positioning of Pinmar Yacht Supply to the superyacht market,
12 GYG plc
Strategic Report
with new branding, better presentation of our retail facilities utilisation, materials management and information systems.
and more focused digital marketing to the superyacht fleet. The full effects of these improvements will become evident
The deployment of the CRM system coupled with the during 2020 as they are rolled out across our global operations,
improvements we have made in account management, leading to improved gross margins and underpinning the
warehouse efficiency and logistics, support this initiative. quality of earnings.
DIVISIONAL REVIEW SUPPLY DIVISION

GYG’s activities are segmented between two divisions, The Supply division’s turnover increased by 6.3% to €10.1m
Coatings and Supply. For the year ended 31 December 2019 reflecting a solid performance in a competitive market. The
the Coatings division increased revenues by 51.5% to €53.7m trade business continues to exhibit steady growth from
(FY18: €35.5m) and an adjusted EBITDA of €3.6m (FY18: loss improvements in account management and business
of €1.5m). The Supply division delivered revenues of €10.1m development. A consolidation of warehousing capacity, coupled
(FY18: €9.5m) and an adjusted EBITDA of €0.9m (FY18: with organisational changes to purchase and supply chain
€0.6m). management, have led to efficiency gains and cost reductions
together with improvements in stock management and logistics.
Operating profit The full benefits of these initiatives will materialise in 2020.
The increase in revenues across the Group led to a significant
increase in operating profits which totalled €1.3m (FY18: loss of Progress has been made in expanding both the customer base
€4.3m). At the adjusted EBITDA level, this showed a similar and service offering from the superyacht direct Supply division.
improvement which totalled €4.5m (FY18: loss of €0.9m). During 2019, the Coatings CRM system was developed for
yacht supply enabling the sales team to access the Group’s
COATINGS DIVISION market database and to start leveraging the synergies with the
New Build Coatings sales team who are in communication with the same
Following the adoption of the Group’s 2018 New Build fleet. Such progress and initiatives demonstrate a major growth
marketing strategy, management has invested substantial time opportunity for the Supply division.
developing relationships directly with the leading New Build
shipyards in Northern Europe. The Group has been invited to Brand recognition and awareness across the market is growing
tender for an increased number of contracts and has secured and will be further enhanced as the Group promotes the
more work as a preferred paint partner contracted directly by refreshed Pinmar Yacht Supply image and launches a new
the shipyard. This has resulted in a significant uplift in our win intelligence driven marketing campaign specifically targeting
rate and delivered a stronger forward Order Book for New the 70m+ fleet.
Build in 2020/2021.
OPERATIONAL REVIEW
During 2019, the Group generated €11.2m (FY18: €3.7m) During 2019 the Group restructured the senior management
of revenues primarily from two major New Build contracts team to provide greater focus on the important drivers
in Holland and Germany which commenced in Q4 2018. These including sales, operations and logistics. This is part of
two New Build projects enabled the Group to offset some of management’s continued direction to implement several
the seasonal downturn in the Refit sector during the summer, efficiency and productivity initiatives aimed at improving gross
facilitating better asset utilisation with reduced manpower and margin and reducing fixed costs. We started to see the benefits
sub-contractor costs. Both these projects will complete in Q3 of these initiatives in Q4 2019 and expect the full effects to
2020 with labour and management resources moving to become evident in 2020 enhancing both the quality and
several new projects starting in both new and existing sustainability of the Group’s earnings.
shipyards. As we enter H2 2020, we are gearing up to start
work on an unprecedented six New Build projects in Holland The Group continues to innovate and invest in new application
and Germany, five of which are 70m+ and include the well technology, leveraging its strong relationships with the main
documented 180m research vessel REV. superyacht paint manufacturers. In 2019 the Group entered a
collaboration agreement with Akzo Nobel to develop and
Refit bring to market an application methodology for its new
The Refit market saw a return to more normalised trading sprayable filler product. This is anticipated to deliver a
patterns in 2019 with a significant uplift in demand spurred by significant reduction in the time taken to fill and fair large
the delayed or postponed projects from 2018. Furthermore, superyachts. With demand increasing in the 70m+ New Build
the commissioning of major new infrastructure in key Refit segment, shipyards are looking for ways to reduce delivery
shipyards both in Europe and the USA served to increase the times; fairing and painting is one of the longest individual
capacity particularly for the growing 70m+ and 90m+ fleets. processes during the outfitting phase. As such, management
As the global market leader with a dominant share of the 70m+ believes this new filler system will be extremely attractive for
and 90m+ segments, the Group was well positioned to exploit shipyards and will help to further differentiate the GYG
the upturn in demand winning significantly more orders for proposition. This collaboration follows the Group’s pioneering
larger vessels with increased average value than in previous adoption of electrostatic topcoat application, which is
years. The Group undertook 46% more major Refit projects in delivering significant quality and environmental benefits,
2019 than the previous year generating revenues of €42.5m further asserting GYG’s position leading the industry, being
(FY18: €31.8m). at the forefront of new technologies and standards in
superyacht finishing.
Having a strong, consistent and visible Order Book for Refit
enables the operations department to plan and control GYG continues to develop its human resources function through
manpower, materials and equipment much more efficiently. a combination of structured in-house training programmes and
During the year the team made improvements in the resource strategic recruitment. We have, and continue to, strengthen

CHIEF EXECUTIVE’S REPORT
(CO NTI N U ED)
the management team introducing a mix of industry experience The forward visibility of the Order Book enables our operations
and related business expertise. Our management operate team to plan our resources efficiently. This will, together with
with well-defined objectives and key performance indicators the system and process improvement initiatives that we have
ensuring a focus on the main business agenda. During 2019 we implemented, facilitate significant improvement in our gross
introduced an incentive scheme for the painting teams to margins and the Group’s EBITDA performance which is one of
benefit from the successful achievement of cost, time and our main objectives for 2020, along with improving cash flows
quality goals at the project level which is proving to be very and reducing debt.
motivational.
GYG has reacted and responded appropriately during the
Our IT team continue to work on a programme of system exceptional circumstances presented to the Group over the
developments to automate business processes and provide last few months due to the COVID-19 pandemic. The
better management information leading to improvements strengthening of the management team in 2019 together with
in operational planning and control. the improvements to IT systems and organisational processes
mean the Group was well equipped to respond quickly and
MARKET DEVELOPMENTS effectively to the impact of the COVID-19 pandemic. Having
Our target market, the 40m+ superyacht fleet, continues to invoked its contingency plans on 8 March when the virus
grow at a steady 3.5% with an average of 66 new vessels added started to spread across Europe, the Group maintained
to the fleet each year. Independent market research predicts operations with enhanced health and safety protocols in place
that the 40m+ fleet will continue to deliver a similar number of for front line staff, and all back-office staff began working
yachts per year through 2024 as the growth rate reduces to a remotely in line with the various government guidelines and
compound average growth rate (CAGR) of around 3.2%. A regulations. During a two-week period (30 March – 14 April) of
detailed analysis of the forward order books of the New Build more stringent regulatory restrictions in Spain, UK and France,
yards indicates that the 70m+ and 90m+ segments will deliver the Group was forced to temporarily suspend projects and
higher growth rates of 4.3% and 4.6% respectively, evidencing close its retail stores. Following the improvements in resource
the trend for larger superyachts. This is particularly positive for planning and the introduction of more flexible labour contracts
GYG given its strategic targeting of the shipyards that are during 2019, the Group was able to rapidly reduce its labour
constructing the larger, 70m+, vessels. costs during the short period of reduced activity.
The Refit market continues to exhibit progressive growth with Spanish and French operations were restarted on 15 April with
a forecast CAGR from 2019–2024 of 3.4% at the unitary level. testing protocols in place for front line staff. UK operations
Market estimates suggest that the current annual value of the were re-started on 4 May. The Supply division maintained
Refit paint market is c.€233m and will grow to an estimated service to yachts and trade clients through online ordering and
c.€285m by 2024 (CAGR 3.4%) with the 70m+ and 90m+ deliveries, and retail stores were re-opened on 4 May once
segments signalling higher growth rates, which again is positive government restrictions permitted. New Build and Refit
for GYG which has a market leading share of these segments. projects in Holland, Germany and the USA continued with
limited disruption as a result of travel restrictions and
CURRENT TRADING
adjustments to working practices to accommodate changes to
I am pleased with the progress we made in 2019 and feel
shipyard procedures and health and safety protocols. The
confident that we are well placed to take advantage of the
health and safety of all employees, suppliers and customers
continued market growth that is forecast. We entered 2020
remains GYG’s top priority and we will endeavour to continue
with a record Order Book (Order Book: Jan 2020 €44.4m, Jan
servicing our customers while maintaining our financial and
2019 €33.9m) that provides both consistency and sustainability
operational resilience.
of earnings. The Order Book at 30 June 2020 provides more
forward visibility than ever before:
Order Book at: Total Order Book Current Year Current Year +1 Forward Order Book
30 June 2018 €29.9m €11.2m €13.1m €5.6m
30 June 2019 €38.6m €15.3m €18.2m €5.1m
30 June 2020 €42.7m €16.4m €20.7m €5.6m
14 GYG plc
Strategic Report
The superyacht New Build, Refit and Supply markets are stable period to attend to maintenance. The demand for superyacht
and GYG’s Order Book remains robust for 2020 and beyond. refits is neither perishable nor replaceable as it is driven by the
Despite the small number of projects where start dates have requirement to both maintain the quality of the asset and
been delayed, there have been no cancellations. Sales activity comply with its class registration and insurance.
has been high during the period with video communications
replacing physical travel. Some owners have written off the The New Build market remains robust and the Group continues
summer 2020 cruising/charter season and are instead taking to engage with a number of Northern European shipyards on
the opportunity for early maintenance work, which has led to a upcoming projects. There is no doubt that the superyacht
number of major Refit contracts being signed for an immediate client base of approximately 2,500 ultra-high net worth
start. Overall, despite the short period of disruption to individuals has a track record of resilience even in difficult
operations, the Group is now operating above 90% capacity market conditions and GYG looks forward to continuing to
with a record Order Book going into Q3 2020. At this juncture, service its clients’ requirements across its global markets. The
the Board remains confident that it will meet the current Group has successfully implemented adjustments to its
market expectations for 2020. operating protocols enabling it to continue production safely
and efficiently in the new paradigm. It has emerged from the
OUTLOOK period of restricted operations with solid momentum and is
Whilst there are encouraging signs regarding containment of well placed to fulfil its strong Order Book and deliver sustainable
the virus in Europe and the USA, the future impact of the virus growth in earnings.
is unknown and the broader economic impacts are impossible
to assess at this stage. Importantly, as outlined above, the REMY MILLOTT
Group has not witnessed the cancellation of any contract and Chief Executive Officer
the sales team is extremely busy as owners and management
22 July 2020
companies look to take advantage of the restricted summer

FINANCIAL REVIEW
FOR THE YEAR ENDED 31 DECEMBER 2019
FINANCIAL PERFORMANCE The exceptional items of €0.3m in the year (FY18: €0.9m)
related mainly to restructuring costs and as part of a cost saving
Total
plan which included redundancies and other costs associated
reportable
with reorganising and restructuring parts of the Group.
Year ended Coatings Supply segments
31 December 2019 ¤’000 ¤’000 ¤’000 Financial expenses of €0.8m in the year (FY18: €0.7m) mainly
related to interest on the syndicated loan signed in March 2016,
Revenue 53,718 10,109 63,827
various working capital facilities, finance leases and foreign
Adjusted EBITDA 3,628 880 4,508 exchange rate.
EARNINGS PER SHARE AND DIVIDENDS

Total Net profit for the year was €0.7m (2018: loss of €3.2m). Profit
reportable per share was €0.02 (FY18: loss of €0.06 per share) and adjusted
Year ended Coatings Supply segments basic profit per share was €0.06 (FY18: loss per share €0.02).
31 December 2018 ¤’000 ¤’000 ¤’000
Basic earnings/(losses) per share are calculated by dividing net
Revenue 35,458 9,506 44,964 profit/(loss) for the year attributable to the Group (i.e. after tax
and non-controlling interests) by the weighted average number
Adjusted EBITDA (1,460) 545 (915)
of shares outstanding during that year.
Revenue in the year ended 31 December 2019 increased 41.8% to Diluted earnings/(losses) per share have been calculated on a
€63.8m (FY18: €45.0m). This was driven principally by a 51.5% similar basis taking into account dilutive potential shares.
increase in turnover in the Coatings division, reflecting the
return to more normal trading conditions in the Refit market Adjusted basic earnings per share are presented to eliminate
after a challenging year in 2018 (as described in the 2018 report the effect of the exceptional items, amortisation and impairment
and accounts) and the early stages of growth in New Build of intangible assets, depreciation of tangible assets and
revenue. Additionally, the Supply division revenue grew by 6.3% performance share plan costs (considering the tax effect of
growth in FY19. these adjustments).
As a result of the increase in revenue, operating costs (not FINANCIAL POSITION

including exceptional items, impairment, performance share Cash and cash equivalents totalled €5.5m at 31 December 2019
plan costs, depreciation and amortisation), increased by 27.2% compared to €5.1m as at 31 December 2018. The increase year
from €49.2m in FY18 to €62.6m in FY19. The growth in operating on year was driven principally by the management of working
costs was significantly lower than the increase in revenue during capital and increased EBITDA. As a result, the net debt as at
the year, resulting in: 31 December 2019 was €8.2m, compared to €7.8m as at
31 December 2018. During the year, the Group adopted IFRS 16
a) an operating profit of €1.3m in the year (FY18: loss of €4.3m); as described in the financial statements which involved the
Group reclassifying €2.0m of operating leases as borrowings
b) an adjusted EBITDA of €4.5m (FY18: loss of €0.9m); and during the period.
c) a
net profit, excluding exceptional items, impairment and Total net assets on the balance sheet were €13.3m as at
performance share plan costs, for the year of €1.1m (FY18: 31 December 2019, compared to €12.5m as at 31 December
net loss of €1.7m). 2018 reflecting the improved levels of revenue and profit during
the year.
Year ended Year ended

31 December 2019 31 December 2018
Earnings/(losses) for the period attributable to shareholders (€000) 753 (3,016)
Weighted average number of shares 46,640,000 46,640,000
Basic earnings/(losses) per share (€) 0.02 (0.06)
Adjusted basic earnings/(losses) per share (€) 0.06 (0.02)
Dilutive weighted average number of shares 47,777,975 47,364,350
Diluted earnings/(losses) per share (€) 0.02 (0.06)
Adjusted diluted earnings/(losses) per share (€) 0.06 (0.02)
The Board believed it was in the best interest of the Company not to pay a dividend in relation to FY18, however it is the Board’s
intention to return to the dividend list at the earliest appropriate opportunity.
16 GYG plc
Strategic Report
The Group has factoring facilities with the Spanish bank, CASH FLOW
Bankia, that are categorised as both recourse and non-recourse Net cash from operating activities was €5.6m for the year
arrangements. (FY18: positive €1.6m). Net cash used in investing activities was
€0.7m for the year (FY18: €0.8m). Net cash used in financing
One of the factoring agreements, titled Factoring Without activities was €4.5m for the year (FY18: €2.0m) mainly
Recourse, had historically been treated as a without recourse corresponding to the repayment of existing borrowings and
arrangement, and the related trade receivables and current finance leases.
financial liabilities were derecognised. The terms of that
agreement have been reassessed during the year, and it has Overall net cash inflow for the year was €0.5m compared to an
been concluded that substantially all risks and rewards in outflow of €1.2m for FY18.
relation to insolvency and late payment had not been
transferred to Bankia, and as a consequence did not meet the FINANCIAL OUTLOOK
requirements of IFRS 9 to derecognise an asset and liability As set out in the Chief Executive´s Report, the Directors are
alongside with a financial liability. confident about the Group’s prospects going forward and are
forecasting an improved financial performance in 2020. That
As a result of the reassessment the comparatives for the year having been said, the uncertainty surrounding the future
ended 31 December 2018 have been restated. Trade receivables evolution of the COVID pandemic is significant and is discussed
alongside with current financial liabilities associated with in detail in the notes to the accounts. For this reason, the audit
factoring facilities amounting to €1.2m respectively, that were opinion in the 2019 accounts contains an emphasis of matter in
derecognised in the prior year, have been reinstated in the respect of going concern as a result of COVID-19 although the
consolidated statement of financial position as at 31 December audit opinion will remain unqualified. As things stand today,
2018. In relation to the cash flow statement, the decreases and the Directors are confident of the Group’s ability to trade
increases in relation to trade and other receivables and trade successfully through this going forward but, like all businesses,
and other payables within note 23 have been restated by we are operating in a rapidly changing environment with a
€1.2m. The prior year adjustment has a net impact of nil on the material element of unknown risk.
net assets; it also has no impact on the consolidated statement
of comprehensive income.
KEVIN MCNAIR
Subsequent to the year end, the Directors have agreed a new Chief Financial Officer
factoring without recourse arrangement with Bankia. The new
agreed terms and conditions for this facility are designed to 22 July 2020
allow it to meet the requirements of IFRS 9 for factoring
without recourse.
K E Y P E R F O R M A N C E I N D I C AT O R S (“KPIs”)
KPI 30/12/2019 30/12/2018
Revenue €63.8m €45.0m
Gross margin 23.5% 17.9%
Adjusted EBITDA profit/(loss) €4.5m (€0.9m)
Adjusted EBITDA margin 7.1% (2.0%)
External net debt €8.2m €7.8m
Order book €44.4m €33.9m
Average number of employees 390 403
Performance during the year at both the revenue line and adjusted EBITDA was ahead of expectations which was reflected in the three
positive trading updates that the Group made to the market in relation to 2019.

R I S K M A N AG E M E N T A N D P R I N C I PA L R I S K S
CATEGORY RISK DESCRIPTION MITIGATION
COMMERCIAL Business and • The Group operates in a competitive • Ensure continuous high-level quality standards
competitive environment and may not be able to in all services and products.
environment sustain its current market positions if • Programme to improve the effectiveness
it fails to compete successfully. of our projects and ensure that we optimise
• A substantial portion of our revenues the performance of our current production
are generated from our recurring capacity.
customers and the loss of any of these • Continuous market analysis to detect new
would adversely affect the Group. opportunities.
• Refit still represents the main key • Increase the number and location of key
segment for the Group, introducing customers.
cyclicality in the Group’s business.
• Continue establishing long term relationships
A correct balance between New
with our clients.
Build, Supply and Refit would help
to reduce this adverse impact of the
refit cyclicality.
• The Group’s business is dependent
on the demand for new super yachts
and for ultra-high net worth yacht
owners, which may not grow as
anticipated or may be impacted by
general economic conditions and/or
changes in regulations.
REPUTATIONAL Reputational • The Group’s brands, image and • Compliance in all regulatory matters.
risk reputation constitute a significant part • Ensure high level quality in all services and
of our value proposition. Accordingly, products.
any event, such as adverse publicity
• A properly conceived and adequately
or a significant project failure or
resourced communication and branding
warranty claim, that could damage
policy.
the Group’s image, reputation or
brand, could have a material adverse
effect on its business.
HUMAN Key person • The Group’s business depends on • Executive Directors are significant shareholders
RESOURCES dependency key senior management and highly in the Company and have a vested interest in
skilled and technical employees. The ensuring its continued success.
departure of any such personnel • Succession planning is in place for senior
or the failure to recruit and retain positions.
additional personnel, could adversely
• Ensure salary and benefits to be appropriate
affect the Group’s business.
to the position, with particular attention paid
to those in key roles to help ensure the long-
term success of the Group.
OPERATIONS Adverse • Hurricanes or violent storms could • Analysis of weather forecasts.

weather and cause relevant delays in operations. • In case of adverse weather, relocating the work
changes in Due to our asset light model, the risk as a consequence of the different locations
pattern of suffering assets damages is not in which the Group operates and/or evaluate
cruises relevant but there could be a change potential changes in the expected starting/
in the cruising patterns and conflict completion dates.
with the capacity plan causing
potential delays.
18 GYG plc
Strategic Report
OPERATIONAL Coronavirus • The impact of the virus pandemic on • Having reviewed the impact of the global and
(COVID-19) operations across the Group. local responses to the virus, the principal risk
is that potential travel restrictions imposed
by either national governments or specific
shipyards or the suspension of operations
at specific shipyards cause significant delays
in the Group’s ability to start, progress
or complete projects.
• The Group is working with individual shipyards
to monitor the situation and develop response
plans. The Group has also communicated
to employees new procedures to minimise
the spread of the virus.
• In light of the containment measures both
mandated and recommended by various public
authorities in response to the Coronavirus
pandemic, GYG has activated a contingency
plan for the health and safety of our staff
whilst also taking precautions to continue
working with our customers and partners.
• As a precaution, we are limiting both
domestic and international travel to essential
or necessary client visits but all clients and
partners continued to be well informed at
a local level of any specific impacts.
FINANCE Debt • Financial capacity to handle • Regular cash flow forecasts are prepared and
Management acquisitions and growth opportunities. reviewed.
• The Group must ensure that it has • The financial reporting model used to manage
an adequate level of facilities to the cash flow includes the analysis and follow-
provide sufficient funding to operate up of financial covenants.
its businesses. • The levels of drawn and undrawn facilities are
• Inability to meet financial permanently reviewed and the headroom of
commitments. the available banking facilities and covenant
position are also reviewed and discussed
at Board level on a monthly basis.
FINANCE Impairment • The future expected cashflows to • With regards to intangible assets, Management
be generated by the Group’s assets, regularly reviews forecasts of the expected
either intangible or financial, fail performance of each cash generating unit (CGU).
to materialise. To the extent that those forecasted cashflows do
not justify the value of the associated intangible
asset, an impairment charge is taken to recognise
the loss of carrying value of the asset.
• With regard to financial assets, Management

regularly reviews the recoverability of those
assets. To the extent that Management conclude
that they will not be able to recover the full value
of those assets, an impairment charge is taken to
recognise the loss of carrying value of the asset.
FINANCE International • Individual countries can either increase • The Group regularly reviews specific rates of
taxation of decrease their rates of corporation taxation in the countries where it operates. To the
tax and other local taxes which extent that it is commercially practical, Management
may have a material impact on the will try to locate commercial operations in localities
profitability and cashflow of the Group. which have the most beneficial tax regimes.

RISK MANAGEMENT
A N D P R I N C I PA L R I S K S (CO NTI N U ED)
FINANCE Brexit • The UK’s withdrawal from the • Having reviewed the various potential areas of the
European Union (Brexit) and the Group’s business that could be impacted by Brexit,
potential impact this may have upon Management have concluded that is unlikely to
the business, in particular in the have any material effect on the Group’s operations
event of an unfavourable outcome or its profitability. This analysis is based on the
in respect of any final agreements following:
between the UK and EU.
- The Group’s functional and reporting
currency is the Euro, and the Group’s
operations are mainly based in Spain,
Germany, the Netherlands, France and USA,
although it occasionally carries out projects
in the UK and Italy.
- The vast majority of the Group’s revenues and
costs are contracted and paid in Euros. The US
business operates entirely in US dollars.
- All of the Group’s lenders are EU institutions
and almost all the banking indebtedness
is Euro denominated (some non-relevant
banking operations are USD denominated).
S E C T I O N 1 7 2 ( 1 ) S TAT E M E N T
The Directors acknowledge their duty under s172 of the • the desirability of the Company maintaining a reputation
Companies Act 2006 and consider that they have, both for high standards of business conduct
individually and together, acted in the way that, in good faith, Our intention is to behave in a responsible manner, operating
would be most likely to promote the success of the Company within the high standard of business conduct and good
for the benefit of its members as a whole. In doing so, they corporate governance. Not only is this covered in our
have had particular regard to: Corporate Governance Statement on pages 28 to 34, but
is also epitomised in our risk management framework on
• the likely consequences of any decision in the long term
pages 18 to 20; and
The Group’s long-term strategic objectives, including
progress made during the year, and principal risks to these • the need to act fairly as between members of the Company
objectives, are set out in the Chief Executive’s Review on Our intention is to behave responsibly towards our
pages 12 to 15 and in the Risk Management and Principal shareholders and treat them fairly and equally, so that they
Risks section on pages 18 to 20 respectively. too may benefit from the successful delivery of our strategic
objectives.
• the interests of the Company’s employees
Our employees are fundamental to us achieving our long-term The Strategic Report, comprising pages 10 to 21, has been
strategic objectives, as more fully explained in Principle 3 of the approved by the Board and is signed by order of the Board by:
Corporate Governance Statement on pages 29 and 30;
REMY MILLOTT
• the need to foster the Company’s business relationships Chief Executive Officer
with suppliers, customer and others
22 July 2020
A consideration of our relationship with wider stakeholders
and their impact on our long-term strategic objectives is Registered office:
also disclosed in Principle 3 of the Corporate Governance Cannon Place, 78 Cannon Street, London EC4N 6AF,
Statement on pages 29 and 30; United Kingdom
• the impact of the Company’s operations on the community Registered number: 10001363 (England & Wales)
and the environment
The Group operates honestly and transparently. We consider
the impact on the environment on our day-to-day operations
and how we can minimise this. Further disclosure on how
we promote a corporate culture based on ethical values
and behaviours is included in Principle 8 of the Corporate
Governance Statement on page 33;
20 GYG plc
Strategic Report

BOARD OF DIREC TORS
AND SENIOR MANAGEMENT
STEPHEN REMY
MURPHY MILLOTT
Independent Chief
Non-Executive Executive
Chairman Officer
Stephen has a strong financial and operational background Remy has over 36 years of yachting industry experience,
having accumulated over 30 years’ experience in senior having begun his offshore career in 1982. He quickly
management positions and executive director roles ultimately progressed, becoming a yacht Captain by the age of 29.
as Group Finance Director, Executive Director, Transportation
and subsequently Group CEO of Virgin Group Investments He joined Pinmar in 1996 and in 2003 led the management
Limited – the worldwide holding Company of the Virgin buyout in partnership with the Ferretti Group, becoming
Group from 2005-2011. Stephen currently serves on several Managing Director in the process. Following a growth
boards including Chairman of Ovo Energy Limited, Chairman phase under partial Ferretti ownership, he led the
of London & Capital Ltd, Independent Director and Chair of acquisition of the scaffolding business in 2005 and the
the Audit and Risk Committee of The Business Growth Fund US business in 2009, the buy-back of the Ferretti shares
and Independent Director at Get Living London Ltd. in 2009 and subsequently the merger of Pinmar and
Rolling Stock in 2012, to create GYG.
Stephen has previously served as Chairman of a number of
UK and international businesses. Remy was appointed to the Board on 3 March 2016.
Stephen qualified as a Chartered Management Accountant in 1979.
Stephen is also the Chairman of the Remuneration Committee

and Nomination Committee and is a member the Audit
Committee. Stephen was appointed to the Board on 5 July 2017.
SENIOR MANAGEMENT
KEVIN PETER
MCNAIR BROWN
Chief Managing
Financial Director
Officer USA
Kevin has more than 25 years’ experience in financial Peter has been involved in the Superyacht industry
management and capital markets. He has spent the past for over 37 years, having had a successful career at sea
15 years as finance director/chief financial officer and as a yacht captain for over 16 years. He joined Pinmar
of various publicly quoted and privately-owned in 1998 to develop the Barcelona facility and later became
businesses, most recently as interim CFO at Ebiquity plc. the General Manager of Pinmar. Peter headed up the
His previous roles have focused principally on project- expansion of Pinmar into the New Build sector
based businesses similar to GYG. He also has extensive in Germany in 2005, after which he took over Pinmar
experience in mergers and acquisitions. USA as Managing Director. As Peter continues to run
the US business and its expansion, he also supports the
Kevin was appointed to the Board on 19 September 2019, Group and the COO on special projects using his deep
having been the Group’s Interim Chief Financial Officer experience of the yachting industry.
since 11 March 2019.
22 GYG plc
Directors’ Governance Report
RUPERT RICHARD
SAVAGE KING
Group Independent
Commercial Non-Executive
Director Director
Rupert has over 30 years of yachting industry experience, Richard spent 35 years with Ernst and Young LLP
was a highly respected yacht captain for over 16 years becoming deputy Managing Partner of UK & Ireland and
and is still a keen racing yachtsman. a member of both the Europe, Middle East, India and
Africa (EMEIA) Board and Global management group.
He moved ashore and joined Rolling Stock in 2006 where Since leaving EY, Richard has been involved either
he became Managing Director and was instrumental in as chairman or non-executive director on a variety of
the development and growth of the business into a private and public companies and has been involved
leading player in the yacht painting and service sector. in company disposals in excess of £400 million.
Richard currently serves as a non-executive director of
Rupert has been responsible for the integration of the Odyssean Investment Trust PLC, is a partner at Rockpool
various Group companies, running the business on a day- Investments LLP and is on the advisory board of
to-day basis. He is now focused on the Group’s Frogmore Property Group. He is also chair of trustees for
commercial development and continues to be influential the Willow Foundation.
in the strategic growth of the business.
Richard serves as the Chairman of the Audit Committee
Rupert was appointed to the Board on 3 March 2016. and is a member of both the Remuneration Committee
and the Nomination Committee. Richard was appointed
to the Board on 5 July 2017.
ANDREW RAÚL
CLEMENCE GALÁN
Group Chief
Marketing Operating
Director Officer
Andrew has over 30 years’ experience delivering strategic Raúl has developed his 25-year career in manufacturing,
growth in the travel, hospitality and entertainment sectors. as Business Unit Manager, Technical Manager and
His formative management career was at Airtours plc where Industrial Manager, in diverse industries for multinational
he held a number of senior management and board level companies in Spain and Italy. He is a qualified Industrial
positions in his 18 years’ service, during which time the Engineer, with an ESADE MBA degree, and has strong
company transitioned from an owner-managed business into experience in complex business environments and
a £2 billion global enterprise. Having gained an MBA from the organisational improvements. Raúl joined GYG in
Manchester Business School, Andrew continued his career as September 2018 as Chief Operating Officer, focusing on
Chief Commercial Officer at the Blue Sea Hotel Group S.L. the Group’s day to day running of production, margins
where he was responsible for sales and business development. and cost savings and maintaining the Group’s approach
He subsequently became Chief Operating Officer at the Ibiza to improve systems, processes and controls.
Rocks Group Ltd and, latterly held a similar position at
Lowcosttravel Group Ltd, before joining GYG in November
2016. In his role as Group Marketing Director he is responsible
for strategic development, marketing and communications.

DIREC TORS’ REPORT
The Directors present their report together with the audited RESULTS AND DIVIDEND
financial statements for the year ended 31 December 2019. The The Group has reported its consolidated financial statements in
Corporate Governance Statement on pages 28 to 35 also forms accordance with International Financial Reporting Standards as
part of this Directors’ Report. adopted by the European Union. The results for the period and
financial position of the Company and the Group are set out in
GENERAL INFORMATION AND PRINCIPAL ACTIVITY the financial statements and are reviewed in the Strategic Report.
GYG plc is a public limited company incorporated in the United
Kingdom, registered number 10001363, which is listed on the The Company may by ordinary resolution from time to time
AIM market of London Stock Exchange plc. Its principal activity declare dividends not exceeding the amount recommended by
is that of a holding and investment company. the Board. Subject to the Companies Act 2006, the Board may
pay interim dividends, and also any fixed rate dividend,
The principal activity of the Group in the year under review was whenever the financial position of the Company, in the opinion
that of a superyacht painting, supply and maintenance of the Board, justifies its payment. All dividends shall be
company, offering services globally through operations in apportioned and paid pro rata according to the amounts paid
the Mediterranean, northern Europe and the United States. up on the shares.
REVIEW OF BUSINESS AND FUTURE DEVELOPMENTS The Board was encouraged by the positive momentum last
The Chairman’s Statement on pages 10 and 11, the Chief year and, as stated in the Chairman’s Statement on page 10, the
Executive Officer’s Report on pages 12 to 15 and the Strategic Board has a firm intention to reinstate the progressive dividend
Report on pages 10 to 21 provide a review of the business, the policy at the earliest appropriate opportunity.
Group’s trading for the year ended 31 December 2019, key
performance indicators, risk and an indication of likely future DIRECTORS
developments in the business of the Group. The Directors of the Company who served during the year
ended 31 December 2019, and up to the date of signing of this
report, were:
Date of Date of
appointment if resignation if Executive Non-Executive
Director during the period during the period Director Director Independent
Stephen Murphy • •
Remy Millott •
Gloria Fernandez 31 July 2019 •
Kevin McNair 19 September 2019 •
Rupert Savage •
Richard King • •
The brief biographical details of the current Directors are given on pages 22 and 23.
ELECTION OF DIRECTORS At subsequent annual general meetings, one-third of the

The appointment of each of the Chairman and the other Non- Directors must retire from office (or, if their number is not three
Executive Director is for an initial term of three years, with such or a multiple of three, the number nearest to but not exceeding
appointments being terminable by either the Company or the one-third (unless their number is fewer than three, in which
individual Director on three months’ notice. Each appointment case one of them shall retire)). In this regard, the Director who
is contingent on satisfactory performance and to the re- had been selected to retire and, being eligible, offer himself for
election criteria more fully explained in the following paragraph. re-election at the 2020 annual general meeting, was Richard
King. The resolution proposing his re-election as a Director of
The Company’s articles of association state that all Directors the Company was duly passed at that meeting.
are subject to election by shareholders at the first annual
general meeting following their appointment by the Board. Additionally, any Director not otherwise required to retire from
Accordingly, Kevin McNair, who was appointed as a Director on office at an annual general meeting shall do so unless he was
19 September 2019, retired at the annual general meeting of appointed or re-appointed as a Director at either of the last
the Company held on 30 June 2020 and, being eligible, had two general meetings before that meeting.
offered himself for election. The resolution proposing his
election as a Director of the Company was duly passed at that
meeting.
24 GYG plc
DIRECTORS’ INTERESTS Movements in the Company’s issued share capital during the
The Directors’ interests in the Company’s shares and options year under review are set out in note 21 to the financial statements.
over ordinary shares are shown in the Directors’ Remuneration
Report on page 42. As at 31 December 2019, the Company’s issued share capital
was £93,280, divided into 46,640,000 ordinary shares of
No Director has any beneficial interest in the share capital of £0.002 each in nominal value.
any subsidiary or associate undertaking
MAJOR INTERESTS
DIRECTORS’ REMUNERATION As at 22 July 2020, being the latest practicable date prior to
Details of the Directors’ remuneration appear in the Directors’ the publication of this report, the Company had been notified
Remuneration Report on pages 39 to 42. of the following shareholdings amounting to 3% or more of the
issued share capital of the Company:
DIRECTORS’ INDEMNITY PROVISIONS
As permitted by the Company’s articles of association, the
Directors have the benefit of an indemnity which is a qualifying Number % of
third-party indemnity provision as defined by s236 of the of shares issued
Companies Act 2006. The indemnity was in force throughout Shareholder held shares
the financial period and at the date of approval of the financial
Lombard Odier Asset
statements. In addition, the Group has purchased and maintains
Management (Europe) Limited* 11,240,550 24.10%
Directors’ and Officers’ liability insurance in respect of itself
and its Directors. Lonsdale Capital Partners L.P. 7,822,912 16.77%
STATEMENT OF ENGAGEMENT WITH SUPPLIERS, Close Brothers Asset

CUSTOMERS AND OTHERS IN A BUSINESS RELATIONSHIP Management 4,898,493 10.50%
WITH THE GROUP
The Directors are mindful of their statutory duty to act in a way Remy Millott 3,270,863 7.01%
they each consider, in good faith, would be most likely to Rupert Savage 2,716,981 5.83%
promote the success of the Group for the benefit of its
members as a whole, as set out in the s172(1) statement on Jupiter Asset Management
page 20. A review of the Group’s approach to developing and Limited 2,116,262 4.54%
maintaining relationships with its wider stakeholders, and the
impact on the Group’s long-term strategic objectives, is set out Peter Brown 1,965,975 4.22%
under Principle 3 of the Corporate Governance Statement on
Société Générale SA (SG SA) 1,864,333 4.00%
pages 29 and 30.
InterTrader Limited** 1,691,333 3.63%
POLITICAL AND CHARITABLE DONATIONS
The Company made no political donations during the * Disclosure on behalf of accounts managed on a discretionary basis by Lombard
reporting period. Odier Investment Managers group.
** Disclosed as an interest via CFD.
Although the Company did not make any direct charitable

donations during the year, it organised and facilitated The WARRANTS AND SHARE OPTIONS
Pinmar Golf annual event, further details of which may be As anticipated in the Admission Document published in June
found on page 29. Funds raised by the event are distributed to 2017, the Company granted a warrant to Zeus Capital Limited to
beneficiaries through The Pinmar Golf Charity Fund. subscribe for 466,400 ordinary shares, being equal to 1% of the
ordinary share capital following Admission at a price per
FINANCIAL INSTRUMENTS – RISK MANAGEMENT ordinary share of 131 pence. The Zeus warrant is capable of
The Group’s financial risk management policy is set out in note exercise during the period starting on the first anniversary of
25 in the notes to the consolidated financial statements. Admission and ending on the sixth anniversary of Admission.
Further details are set out in note 24 to the financial statements.
SHARE CAPITAL STRUCTURE
The Company’s share capital, traded on AIM, comprises of As at 22 July 2020 (being the latest practicable date before the
a single class of ordinary shares of £0.002 each in nominal publication of this document), options to subscribe for shares
value, each carrying one vote and all ranking equally. under the GYG Performance Share Plan 2017 were outstanding
which entitle their holders to acquire 557,334 ordinary shares of
Holders of ordinary shares are entitled to receive all shareholder £0.002 per share.
documents, to attend, speak and exercise voting rights, either
in person or by proxy, on resolutions proposed at general
meetings, and to participate in any distribution of income or
capital. There are no restrictions on the transfer of shares in the
Company or in respect of voting rights attached to the shares.
None of the shares carry any special rights with regard to the
control of the Company.

DIREC TORS’ REPORT (CO NTI N U ED)
PURCHASE OF OWN SHARES BY THE COMPANY GOING CONCERN

The Company has not previously had authority to purchase its These financial statements have been prepared on a going
own shares. However, the Companies Act 2006 permits a concern basis, which assumes the Group and parent company
public company to purchase its own shares in accordance with will continue to be able to meet their liabilities as they fall due,
powers contained in its articles of association and with the within 12 months of the date of approval of these financial
authority of a resolution of shareholders. The Directors believe statements.
that the Company should be authorised to take advantage of
these provisions and therefore, pursuant to the power The Group meets its day-to-day working capital requirements
contained in the Company’s articles of association, a special from cash flows generated from operations and banking
resolution was proposed at the 2020 annual general meeting facilities. The Group has committed banking facilities which are
seeking shareholder approval to allow the Company to make due to be repaid in March 2021 with a bullet payment of €4m.
market purchases of the Company’s ordinary shares on such
In June 2020, following the COVID-19 pandemic, the Group
terms and in such manner as the Directors may determine from
entered into additional new €3m bank facilities with its existing
time to time, subject to the limitations set out in the resolution
banking group. These new facilities have a grace period of 12
which was contained in the notice of annual general meeting
months, followed by 48 monthly instalments. In addition, a
(the “Notice of AGM”) posted to shareholders and made
waiver was received in relation to compliance with financial
available on the Company’s website at www.gygplc.com on 5
covenants attached to the existing bank loans throughout the
June 2020. This resolution was duly passed at the 2020 annual
going concern assessment period. These facilities were put in
general meeting, and the Company has now been authorised
place to provide increased liquidity headroom to operate
to purchase up to a maximum of 4,664,000 ordinary shares,
following the COVID-19 pandemic and coupled with operational
being 10% of the Company’s issued ordinary share capital on 2
cash flows to enable settlement of the existing bank facilities
June 2020 (being the latest practicable date before the date of
as they fall due.
the Notice of AGM). The resolution set out the minimum and
maximum price that the Company may pay for purchases of its
In evaluating the going concern assumption, the Group have
ordinary shares.
prepared cash flow forecasts to December 2021, together with
sensitivity analyses. The Group considered the adequacy of
Your Directors are of the opinion that it is advantageous for the
the facilities in the light of the current and projected trading
Company to have the flexibility to purchase its own shares
performance, and strong Order Book and are confident the
should the Board deem such action appropriate. The Directors
Group will continue to operate within its available facilities for
have no present intention of exercising the authority to purchase
the foreseeable future, including the settlement of the bullet
the Company’s ordinary shares but will keep the matter under
payment of the existing bank facilities.
review, taking into account the financial resources of the
Company, the Company’s share price, future investment
The forecasts include a number of material assumptions with
opportunities and the overall position of the Company. The
regards to the duration or severity of the impact of the
authority will be exercised only if the Directors believe that to do
COVID-19 pandemic. Given the uncertainty at the time of the
so would result in an increase in earnings per share and would
publication, there is a risk that liquidity may not be in line with
be in the interests of shareholders generally. Shares purchased
the sensitised forecasts and that further action will be
would either be cancelled and the number of shares in issue
necessary to ensure that sufficient liquidity will be available to
reduced accordingly or held as treasury shares.
meet liabilities as they fall due.
Options to subscribe for up to 557,334 ordinary shares, and
Given the information available, current trading and orders
warrants to subscribe for up to 466,400 ordinary shares, had
being received, the Directors are confident that the forecasts
been granted and were outstanding as at 2 June 2020 (being
will be met, and sufficient liquidity will be available to meet
the latest practicable date before the publication of the Notice
liabilities as they fall due, including the bullet payment on the
of AGM) representing approximately 2.19% of the issued
existing bank facilities, and therefore believe it is appropriate
ordinary share capital of the Company at that date. As at that
to prepare the financial statements on a going concern basis.
date, the Company held no treasury shares. If the Directors
However, if the impact of the COVID-19 pandemic were to be
were to exercise in full the power for which authority was
more severe with more significant impacts on operations the
granted under the resolution, the options and warrants
Group may not have sufficient cash resources to meet its
outstanding as at 2 June 2020 (being the latest practicable
liabilities as they fall due, which indicates the existence of a
date before the publication of the Notice of AGM) would
material uncertainty which may cast significant doubt for the
represent approximately 2.44% of the ordinary share capital of
Group and parent company with regards to their ability to
the Company in issue following such exercise.
continue as a going concern. The financial statements do not
include the adjustments that would result if the Group and
CHANGE OF CONTROL
parent company were unable to continue as a going concern.
The Company is not party to any significant agreement which
takes effect, alters or terminates upon a change of control of
the Company other than the Directors’ service contracts,
details of which are set out in the Directors’ Remuneration
Report on page 41.
26 GYG plc
INDEPENDENT AUDITOR As a consequence of the ongoing COVID-19 pandemic, and in

PricewaterhouseCoopers LLP have indicated that they are light of the UK Government’s current guidance on public
willing to continue in office as the Group’s auditor. The auditor gatherings and the new regulations set out in the Corporate
of a public company must be appointed at each general Insolvency and Governance Act 2020, the Board has concluded
meeting at which accounts are laid. A resolution to appoint that shareholders cannot be permitted to attend the general
PricewaterhouseCoopers LLP as auditor to hold office until the meeting in person.
conclusion of the next annual general meeting of the Company
will be proposed at the general meeting to be held on 2 The Company will hold the general meeting by electronic
September 2020 (see below for further details). means with the minimum necessary quorum of two
shareholders, in accordance with its articles of association.
DISCLOSURE OF INFORMATION TO THE AUDITOR The meeting will comprise only the formal votes for each
As far as the Directors are aware, there is no relevant audit resolution set out in the Notice of GM.
information (that is, information needed by the Group’s auditor
in connection with preparing their report) of which the Group’s The Board will continue to monitor COVID-19 developments
auditor is unaware, and each Director has taken all reasonable as well as any further UK Government advice and will
steps as a Director in order to make themselves aware of any announce further details if any amendment is required to
relevant audit information and to establish that the Group’s these arrangements.
auditor is aware of that information.
Approved by the Board of Directors on 22 July 2020 and
2020 ANNUAL GENERAL MEETING AND GENERAL MEETING signed on its behalf by:
The 2020 annual general meeting of the Company was held at
SUE STEVEN
Innovation House, 39 Mark Road, Hemel Hempstead HP2 7DN,
Company Secretary
United Kingdom on 30 June 2020 at 10.30am. The notice
convening the meeting (the “Notice of AGM”) with a summary
22 July 2020
of the business to be transacted was posted to shareholders
and made available on the Company’s website at www.gygplc.
com on 5 June 2020.
As previously announced, publication of the Group’s Annual

Report and Financial Statements for the year ended 31
December 2019 (the “2019 Accounts”) had been delayed
pending greater clarity being provided by the regulators on
the uncertainties created by the COVID-19 pandemic. As the
Company was required to hold its annual general meeting by
30 June 2020, and the 2019 Accounts were not available at the
time of issuing the Notice of AGM, the Notice of AGM contained
customary annual general meeting resolutions but did not
contain a resolution proposing receipt by shareholders of the
2019 Accounts. A further general meeting of the Company at
which this resolution will be put to shareholders will, therefore,
be held on 2 September 2020 at 10.30am. The notice convening
the general meeting (the “Notice of GM”) with a summary of
the business to be transacted is set out on pages 81 to 84 and
is also available on the Company’s website at www.gygplc.com.

C O R P O R AT E G O V E R N A N C E S TAT E M E N T
An introduction from the Chairman QCA PRINCIPLES

DELIVER GROWTH
Dear Shareholders
1. Establish a strategy and business model which promote
As Chairman of GYG plc, I am responsible for leading the Board long-term value for shareholders
so as to ensure that the Group has in place the strategy, people,
GYG plc has a long-established reputation in European marine
structure and culture to deliver value to shareholders and other
supply and the global superyacht Refit segment and is growing
stakeholders of the Group as a whole over the medium to
its market share in New Build by developing long term
long-term. On behalf of the Board I am, therefore, pleased
relationships with leading New Build shipyards across Europe
to present our Corporate Governance Statement for the year
and enhancing its international footprint in the Refit sector.
ended 31 December 2019.
The Board has established a strategy and business model
High standards of corporate governance are a key priority for the
which seek to promote long-term value for shareholders and
Board of GYG plc and the Board has adopted the 2018 Quoted
has identified the following key areas of operation to focus on
Companies Alliance Corporate Governance Code (the “QCA
improving on the Group’s performance going forwards:
Code”) as the basis of the Group’s governance framework. The
Company complies with the QCA code in so far as is practical • leverage market leading position across all segments;
given the size of the Company and nature of its operations.
• enter into new agreements with shipyards to create long-
As individual Directors we are mindful of our statutory duty to act term trading partnerships;
in the way each of us considers, in good faith, would be most
likely to promote the success of the Company for the benefit of • generate further operational efficiencies and synergies;
its members as a whole, as set out in our s172(1) statement on
page 20. • expanding the marine supply offering; and
It is the responsibility of the Board to ensure that the Group is • acquisition-led growth where and when appropriate to
managed for the long-term benefit of all shareholders and expand the business model.
stakeholders, with effective and efficient decision-making.
Corporate governance is an important aspect of this, reducing A fuller explanation of how the strategy and business model are
risk and adding value to our business. The QCA Code and the executed is set out on pages 10 to 21 of the Strategic Report.
Companies Act have proved to be a useful guide to assist me
2. Seek to understand and meet shareholder needs
and the Board of GYG plc in articulating how we approach and
and expectations
apply good corporate governance.
The Company recognises the importance of engaging with its
The QCA Code sets out ten principles, in three broad categories,
shareholders and reports formally to them when its full-year
and in this Corporate Governance Statement I have set out the
and half-year results are published. At the same time, Executive
Group’s application of the QCA Code and the Companies Act,
Directors present the results to institutional investors, analysts
including, where appropriate, cross references to other sections
and the media. The Non-Executive Directors are available to
of the annual report and to our website.
discuss any matter stakeholders might wish to raise, and the
Chairman and the other independent Non-Executive Director
STEPHEN MURPHY attend meetings with investors and analysts as required. The
Chairman Chairman writes to major shareholders once a year offering
them the opportunity to meet with him.
22 July 2020
At every Board meeting, the Chief Executive Officer provides a
summary of the content of any engagement the Executive
Directors have had with investors to ensure that major
shareholders’ views are communicated to the Board as a whole.
The Board is also provided with brokers’ and analysts’ reports
when published. This process enables the Chairman and the
other Non-Executive Director to be kept informed of major
shareholders’ opinions on strategy and governance, and for
them to understand any issues or concerns.
Shareholders are usually encouraged to attend the annual

general meeting at which the Group’s activities and results are
considered, and questions answered by the Directors. However,
given the ongoing COVID-19 pandemic and the associated UK
Government measures, including restrictions on public
gatherings, attendance was not permitted this year.
Shareholders were invited to submit questions by email to
the Company prior to the meeting, but no such questions
were received.
28 GYG plc
General information about the Group is also available on the The Group believes that having empowered and responsible
Company’s website (www.gygplc.com). This includes an employees who display sound judgement and awareness of
overview of activities of the Group and details of all recent the consequences of their decisions or actions, and who act in
Company announcements. an ethical and responsible way, is key to the success of the
business. Feedback from employees is received from employee
In 2019, the Non-Executive Directors commissioned an representatives who meet with management on a regular basis
independent Perception Audit of key shareholders’ views and to discuss business-related issues. As a result of such feedback,
concerns. The Directors take all feedback very seriously, and the Group intends to implement more training and to explore
the key issues arising from the Perception Audit were carefully the introduction of apprenticeship schemes.
considered by the Board and appropriately addressed.
The operation of a profitable business is a priority and that
The Company also receives occasional feedback direct from means investing for growth as well as providing returns to its
investors, which, again, is carefully considered by the Board, shareholders. To achieve this, the Group recognises that it
with appropriate action being taken where necessary. None of needs to operate in a sustainable manner and therefore has
the feedback received from investors has involved non- adopted core principles to its business operations which
compliance with the QCA Code but, where appropriate, provide a framework for both managing risk and maintaining
matters raised have been addressed in this year’s annual its position as a good ‘corporate citizen’, and also facilitate the
report, and changes have been introduced or an explanation setting of goals to achieve continuous improvement.
provided as to why the Board does not think it is in the interests
of shareholders to do so at this time. The Group aims to conduct its business with integrity, respecting
the different cultures and the dignity and rights of individuals in
3. Take into account wider stakeholder and social the countries where it operates. The Group supports the UN
responsibilities and their implications for long-term success Universal Declaration of Human Rights and recognises the
obligation to promote universal respect for and observance of
In addition to its shareholders, the Company believes its main human rights and fundamental freedoms for all, without
stakeholder groups are its employees, clients, suppliers and distinction as to race, religion, gender, language or disability.
relevant statutory authorities in its areas of operation.
For the last 31 years, the Group has organised an annual charity
The Group encourages feedback from its customers through golf tournament, known as “The Pinmar Golf”. Since
engagement with individual customers and relevant advisors its inception, the Group has received donations from its
throughout a project. As a consequence of such feedback, the supporters totalling €1,109,299 and, in 2019 alone, the sum of
Group’s quotes have been further updated to provide better €73,213 was raised by the event. The funds raised are distributed
clarification for clients in areas such as payment terms, warranty through The Pinmar Golf Charity Fund and have been used to
and standard terms and conditions. A detailed scope of works great effect, supporting a host of worthy Mallorca-based and
schedule is also now included, and the format of quotes has also industry-related charities. In the last year, funds have been
been unified across all the Group’s locations. We also continue shared across a wide range of causes including: Joves Navegants,
to run the Pinmar Paint Academy’s non-profit making paint Fundación Handisports, OK Prosthetics, Tyume Valley Schools,
courses which teach yacht crews about what the Group does, Sail 4 Cancer, Asdica, Serve On and Shambhala Fundación. An
and how the crews can best maintain their paintwork. environmental focus has also been introduced to the Group’s
fundraising activities, and 25% of the 2019 total will be
The Group recognises the increasing importance of corporate
apportioned to projects that are focused on marine conservation.
social responsibility and endeavours to take it into account when
Further details of The Pinmar Golf and the charitable causes
operating its business in the interests of its stakeholders,
which have received support through the funds raised from this
including its investors, employees, customers, suppliers, business
event may be found at https://pinmargolf.es/charities.html.
partners and the communities where it conducts its activities.
2019 saw the last Pinmar Golf tournament, and the Group will be
The Board recognises the benefits of a diverse workforce which
introducing new hospitality events in the future through which
enables the Group to make better decisions about how to
yacht crew and the industry will be brought together to continue
optimise resources and work by eliminating structural and
the good work that has been achieved so far with the charities.
cultural barriers and bias. It allows us to protect and enhance
our reputation by recognising and respecting the needs and Health and safety
interests of diverse stakeholders; to deliver strong performance The Directors are committed to ensuring the highest standards
and growth by attracting, engaging and retaining diverse talent; of health and safety, both for employees and for the
and to innovate by drawing on the diversity of perspectives, communities within which the Group operates. The Group’s
skills, styles and experience of our employees and stakeholders. Chief Operating Officer is the person with overall responsibility
for health and safety matters. During the reporting period a
The Group is committed to ensuring that it treats its employees
small fire occurred which damaged a container and materials
fairly and with dignity. This includes being free from any direct
at the Group’s operations in La Ciotat. The insurance assessor
or indirect discrimination, harassment, bullying or other form
concluded that this was through no fault of the Company and
of victimisation. The Group has policies in place to encourage
a claim was filed with the insurer.
employees to speak up about any inappropriate practices
or behaviour.

(CO NTI N U ED)
3. Take into account wider stakeholder and social Company also has a whistleblowing policy in place. Both the
responsibilities and their implications for long-term success Board and senior management are responsible for reviewing
(continued) and evaluating risk, and the Executive Directors meet on a
regular basis to review ongoing trading performance, discuss
The Group seeks to meet or, where possible, exceed legal budgets and forecasts and any new risks associated with
requirements aimed at providing a healthy and secure working ongoing trading, the outcome of which is reported to the Board.
environment to all employees and understands that successful
health and safety management involves integrating sound The Board’s review process is, with the assistance of the Audit
principles and practice into its day-to-day management Committee, based principally on reviewing regular reports from
arrangements and requires the collaborative effort of all employees. management to consider whether significant risks are identified,
All employees are positively encouraged to be involved in evaluated, managed and controlled, and whether any significant
consultation and communication on health and safety matters weaknesses are promptly remedied or indicate a need for more
that affect their work. In addition, the Board receives monthly extensive monitoring. The system is designed to manage rather
reports on the number of accidents in relation to the number of than eliminate the risk of failure to achieve the Company’s
workers. In this regard there have been no significant issues objectives and can only provide reasonable and not absolute
reported, and the accident rate in 2019 has declined since 2017. assurance against material misstatement or loss. In assessing
what constitutes reasonable assurance, the Board considers the
Post-period in response to the ongoing COVID-19 pandemic, materiality of financial and non-financial risks and the relationship
the Group invoked its contingency plans, and the Group between the cost of, and benefit from, internal control systems.
maintained operations with enhanced health and safety
protocols in place for front line staff and all back-office staff In 2019 a formal risk assessment exercise was conducted by
working remotely, in line with the various government management in conjunction with those employees who have
guidelines and regulations. responsibility for specific controls. The process reviewed,
identified and prioritised risks, evaluated controls and assessed
Environment whether any improvements to such controls were necessary.
The Directors are committed to minimising the impact of the The results of the risk assessment were subsequently reviewed
Group’s operations on the environment. The Group recognises by the Board and confirmed that no significant weakness or
that its business activities have an influence on the local, regional failing had been identified during the process.
and global environment and accepts that it has a duty to carry
these out in an environmentally responsible manner. It is the In addition to the ongoing monitoring of risk, it is intended that
Group’s policy to endeavour to meet or, where possible, exceed such a formal risk assessment exercise will continue to be
relevant legal requirements and codes of practice on conducted on an annual basis.
environmental issues so as to ensure that any adverse effects on
the environment are minimised. It strives to provide and maintain Management is also responsible for establishing and
safe and healthy working conditions, and to keep its entire staff maintaining adequate internal control and risk management
informed of its environmental policy whilst encouraging them to systems relating to the financial reporting process and the
consider environmental issues as an everyday part of their role. Group’s process for the preparation of consolidated accounts.
The systems and controls in place include policies and
The Coatings Division has obtained the ISO 14001:2015 certificate, procedures which relate to the maintenance of records that
confirming the Company’s continued leadership in our industry accurately and fairly reflect transactions, correctly evidence
with regard to environmental matters. This international standard and control the Group’s assets, provide reasonable assurance
is used by large and small organisations across the world and is that transactions are recorded as necessary to permit the
an excellent framework to assist with the implementation of an preparation of financial statements in accordance with
environmental management system which helps organisations International Financial Reporting Standards (IFRS) as adopted
reduce their environmental impact whilst growing their business. by the EU, and review and reconcile reported results.
4. Embed effective risk management, considering both The other key procedures which exist to provide effective
opportunities and threats, throughout the organisation internal controls and risk management systems are as follows:
The Board has overall responsibility for the Group’s internal control • lines of responsibility and delegated authorities are clearly
systems and for monitoring their effectiveness. The Board, with the defined;
assistance of the Audit Committee, maintains a system of internal
controls to safeguard shareholders’ investment and the Group’s • a formal risk register, which is regularly reviewed and updated;
assets, and has established a continuous process for identifying,
evaluating and managing the significant risks the Group faces. • annual review of the Group’s insurance policies with its
insurance broker to ensure that the policies are appropriate
Details of the principal risks currently facing the Group and for the Group’s activities and exposures;
how they are mitigated are set out on pages 18 to 20 of the
Strategic Report. • a comprehensive system for consolidating financial results
from Group companies and reporting these financial results
The Board delegates to management the responsibility for to the Board;
designing, operating and monitoring both the systems and the
maintenance of effective internal controls within the Group. The
30 GYG plc
• annual revenue, cash flow and capital forecasts reviewed In between Board meetings, the Executive Directors maintain
regularly during the year, regular monitoring of management regular informal contact with the Non-Executive Directors.
accounts and capital expenditure reported to the Board and
regular comparisons with forecasts; Whilst the Board retains overall responsibility for, and control
of the Group, day-to-day management of the business is
• financial controls and procedures; conducted by the Executive Directors who meet with the
senior management team on a weekly basis.
• clear guidelines for the authorisation of significant
transactions including capital expenditure and disposals Board of Directors
under defined levels of authority; The composition of the Board during the period is summarised
in the table on page 24 of the Directors’ Report. As at the date
• regular meetings of the Executive Directors; and of this report the Board comprises five members including two
independent Non-Executive Directors, namely Stephen Murphy
• an Audit Committee which approves audit plans and and Richard King.
published financial information and reviews reports from
the external auditor arising from the audit and deals with Independence of Directors
significant control matters raised. The Directors acknowledge the importance of the principles of
the QCA Code which recommend that a company should have
The Group’s policies and procedures are regularly updated and at least two independent Non-Executive directors. The Board
distributed throughout the Group. The Board confirms that it has, therefore, considered and determined that, since the date
has, during the reporting period, reviewed on an ongoing basis of their appointment on 5 July 2017, both the Chairman and the
the effectiveness of the Company’s system of internal controls other Non-Executive Director were, and continue to be,
including financial, operational and compliance controls and risk independent of the executive management and free from any
management systems and has reviewed insurance provisions. relationship which could materially affect the exercise of their
No significant failing or weaknesses have been identified. independent judgement.
The Board monitors the activities of the Group through regular Both the independent Non-Executive Directors constructively
Board meetings and it retains responsibility for approving any challenge and help develop proposals on strategy and bring
significant financial expenditure or commitment of resources. strong, independent judgement, knowledge and experience to
the Board’s deliberations. The independent Non-Executive
MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK
Directors are of sufficient experience and competence that their
5. Maintain the Board as a well-functioning, balanced team
views carry significant weight in the Board’s decision making.
led by the chair
At each meeting the Board considers Directors’ conflicts of
The Chairman, Stephen Murphy, is responsible for leadership
interest. The Company’s articles of association provide for the
of the Board, ensuring its effectiveness in all aspects of its role.
Board to authorise any actual or potential conflicts of interest.
The Company is satisfied that the current Board is sufficiently
resourced to discharge its governance obligations on behalf of The Non-Executive Directors have regular opportunities to
all stakeholders and is mindful of the cost/benefit implications meet without Executive Directors being present (including
of further Board expansion for the Company. The Company will time after Board and Committee meetings).
continue to keep this under review and maintain a balance of
Non-Executive Director input as the Company grows. Time commitments
On joining the Board, Non-Executive Directors receive a formal
To enable the Board to discharge its duties, all Directors receive appointment letter, which identifies the terms and conditions of
appropriate and timely information. Briefing papers are distributed their appointment and, in particular, the time commitment
to all Directors in advance of Board and Committee meetings. All expected of them. A potential director candidate (whether
Directors have access to the advice and services of the Chief an Executive Director or Non-Executive Director) is required
Financial Officer and the Company Secretary, who are responsible to disclose all significant outside commitments prior to
for ensuring that the Board procedures are followed, and that their appointment.
applicable rules and regulations are complied with. In addition,
procedures are in place to enable the Directors to obtain In the appropriate circumstances, the Board may authorise
independent professional advice in the furtherance of their duties, Executive Directors to take non-executive positions in other
if necessary, at the Company’s expense. companies and organisations, provided the time commitment
does not conflict with the Director’s duties to the Company,
The Board is responsible to the shareholders and sets the since such appointments should broaden their experience. The
Group’s strategy for achieving long-term success. It is acceptance of appointment to such positions is subject to the
ultimately responsible for the management, governance, approval of the Chairman.
controls, risk management, direction and performance of the
Group. At each of its meetings, the Board reviews the strategy The Board is satisfied that both the Chairman and the other
and evaluates the progress of the Group in achieving its annual Non-Executive Director are able to, and do, devote sufficient
objectives. It also considers the risk of potential activities and time to the Company’s business.
monitors financial progress against budget.

(CO NTI N U ED)
MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK

5. Maintain the Board as a well-functioning, balanced team led by the chair (continued)
Attendance at Board and Committee meetings

The Board considers that it has shown its commitment to leading and controlling the Group by meeting 12 times during the year
ended 31 December 2019, and the attendance of each Director at Board and Committee meetings during the period is set out in the
table below:
Audit Remuneration Nomination

Director Board Committee Committee Committee
Stephen Murphy 12/12 6/6 5/5 2/2
Remy Millott 12/12
Gloria Fernandez (resigned 31 July 2019) 5/8*
Kevin McNair (appointed 19 September 2019) 4/4
Rupert Savage 12/12
Richard King 11/12 6/6 5/5 2/2
* Non-attendance at three Board meetings as a result of being absent on maternity leave.
Attendance is expressed as the number of meetings attended/number eligible to attend. Directors’ attendance by invitation
at meetings of Committees of which they are not a member is not reflected in the above table.
6. Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities
The Board currently comprises three Executive and two Non-Executive Directors with an appropriate balance of sector, financial
and public market skills and experience to deliver the Group’s strategy for the benefit of shareholders over the medium to long
term. The balance of skills and experience of the current Board is summarised below:
Other public
General company
Director Sector Financial Management (board level)
Stephen Murphy • • •
Remy Millott • •
Kevin McNair • • •
Rupert Savage • •
Richard King • • •
The skills and experience of the Board are set out in their Throughout their period in office the Directors are continually
biographical details on pages 22 and 23. The experience and updated on the Group’s business, the industry and competitive
knowledge of each of the Directors gives them the ability to environment in which it operates, corporate social responsibility
constructively challenge the strategy and to scrutinise performance. matters and other changes affecting the Group by written
The Board also has access to external advisors where necessary. briefings and meetings with senior executives.
Neither the Board nor its Committees sought external advice on
any significant matter during the reporting period. Each Director takes responsibility for maintaining his/her skill
set, which includes roles and experience with other boards and
On joining the Board, new Directors are advised of their legal organisations as well as attending formal training and seminars.
and other duties and obligations as a director of an AIM-listed The Executive Directors receive regular and ongoing updates
company. They also take part in a formal induction process, from their professional advisors covering financial, legal, tax
including the provision of past Board materials to provide and Stock Exchange regulations.
background information on the Company and information on
Board processes and governance framework. The induction is
tailored to meet each new Director’s specific needs.
32 GYG plc
The Company Secretary provides information and advice on significant issues identified during the evaluation process, and
corporate governance and individual support to Directors on any minor areas requiring a level of improvement either have
any aspect of their role, particularly supporting the Chairman been or will be addressed. It was, therefore, concluded that:
and those who chair Board Committees. The Company
Secretary is also responsible for ensuring that Board procedures • the Board continued to meet its regulatory requirements
are followed, that the Company complies with company law and that appropriate processes were in place for setting the
and the AIM Rules, and that the Board receives the information strategic direction of the Group;
it needs on a timely basis to fulfil its duties effectively.
• each Committee continued to be effective and that all members
The Company is a strong supporter of diversity in the were considered to have made valuable contributions;
boardroom and, during the period to 31 July 2019, the Board
• individual Directors continued to perform effectively; and
comprised of one female and four male Directors. The Board
currently comprises five male Directors following the
• the process for evaluation of the Chairman’s performance
resignation of Gloria Fernandez and the subsequent
had been conducted in a professional and thorough manner,
appointment of Kevin McNair. The Company Secretary is
and that the Chairman performed his role appropriately.
female. The Company remains of the opinion that appointments
to the Board should be made relative to a number of different Succession planning
criteria, including diversity of gender, background and personal The Nomination Committee is responsible for succession
attributes, alongside the appropriate skill set, experience planning of the executive leadership team and for the
and expertise. appointment and re-appointment of any Non-Executive
Directors if and when necessary. Further details of the
7. Evaluate board performance based on clear and relevant
Company’s approach to succession planning are set out in the
objectives, seeking continuous improvement
Nomination Committee Report on page 35.
Board evaluation
8. Promote a corporate culture that is based on ethical
The Board is mindful that it needs to continually monitor and
values and behaviours
identify ways in which it might improve its performance and
recognises that board evaluation is a useful tool for enhancing The Group adopts a policy of equal opportunities in the
a board’s effectiveness. Alongside the formal annual evaluation, recruitment and engagement of staff as well as during the
the Chairman routinely assesses the performance of the Board course of their employment. It endeavours to promote the best
and its members and discusses any problems or shortcomings use of its human resources on the basis of individual skills and
(if any) with the relevant Directors. experience matched against those required for the work to
be performed.
After considering different alternatives, the Board made the
decision to undertake the 2019 evaluation internally, using a The Group recognises the importance of investing in its
process led by the Chairman, which included the completion employees and, as such, the Group provides opportunities for
by each Director of a confidential questionnaire in respect of training and personal development and encourages the
the Board evaluation, and of a confidential questionnaire for involvement of employees in the planning and direction of
each of the Committees of which they were a member. These their work. These values are applied regardless of age, race,
questionnaires covered all aspects of good governance, and religion, gender, sexual orientation or disability.
the Directors were also required to assess their satisfaction
with the operation of the Board and its Committees, as well as The Group believes that it has robust policies and procedures
the effectiveness of these bodies in fulfilling the key for combating bribery and corruption. A copy of the
responsibilities set out in their respective terms of reference. Group’s Anti-Corruption and Bribery Policy can be found
on the Group’s website (www.gygplc.com/investor-relations/
A similar confidential questionnaire process was undertaken in investor-relations-corporate-governance).
respect of the evaluation of the Chairman’s performance, with
feedback being provided to the Chairman by the other Non- The Group recognises that commercial success depends on
Executive Director. the full commitment of all its employees and commits to
respecting their human rights, to provide them with favourable
Further details of the criteria against which the Board, its working conditions that are free from unnecessary risk and to
Committees and the individual effectiveness of the Directors and maintain fair and competitive terms and conditions of service
the Chairman were considered can be found at www.gygplc. at all times. The performance and reward system endorses the
com/investor-relations/investor-relations-corporate-governance. desired ethical behaviours across all levels of the Group.
The completed questionnaires were analysed by the Company

Secretary and the outcomes were reviewed and considered by
the Board as a whole. As in the previous year, there were no

(CO NTI N U ED)
9. Maintain governance structures and processes that Remuneration Committee

are fit for purpose and support good decision-making The Remuneration Committee has Stephen Murphy as
by the board chairman, and reviews the performance of the Executive
Directors, and determines their terms and conditions of service,
The Chairman, Stephen Murphy, is responsible for leadership of including their remuneration and the grant of options, having
the Board, ensuring its effectiveness, setting its agenda and due regard to the interests of shareholders. The Remuneration
ensuring that the Directors receive accurate, timely and Committee meets at least twice a year. Richard King is the
clear information. The Chairman also ensures effective other member of the Remuneration Committee. The
communication with shareholders and facilitates the effective Remuneration Committee’s terms of reference are available on
contribution of the other Non-Executive Director. Remy Millott, the Company’s website (www.gygplc.com/investor-relations/
as Chief Executive Officer, is responsible for the operational investor-relations-corporate-governance/).
management of the Group and the implementation of Board
strategy and policy. By dividing responsibilities in this way, no The Directors’ Remuneration Report and details of the activities
one individual has unfettered powers of decision-making. and responsibilities of the Remuneration Committee are set
out on pages 39 to 42.
There is a formal schedule of matters reserved for decision by
the Board in place which enables the Board to provide Nomination Committee
leadership and ensure effectiveness, a copy of which may be The Nomination Committee has Stephen Murphy as chairman,
found at on the Company’s website (www.gygplc.com/ and identifies and nominates, for the approval of the Board,
investor-relations/investor-relations-corporate-governance/). candidates to fill Board vacancies as and when they arise. The
Such matters include business strategy and management, Nomination Committee meets at least once a year. Richard
financial reporting (including the approval of the annual King is the other member of the Nomination Committee. The
budget), Group policies, corporate governance matters, Nomination Committee’s terms of reference are available at on
major capital expenditure projects, material acquisitions the Company’s website (www.gygplc.com/investor-relations/
and divestments and the establishment and monitoring of investor-relations-corporate-governance/).
internal controls.
Details of the activities and responsibilities of the Nomination
The appropriateness of the Board’s composition and corporate Committee are set out on page 35.
governance structures are reviewed through the ongoing
Board evaluation process and on an ad hoc basis by the BUILD TRUST
Chairman together with the other Directors, and these will 10. Communicate how the Company is governed and
evolve in parallel with the Group’s objectives, strategy and is performing
business model as the Group develops.
As explained earlier in this Corporate Governance Statement,
BOARD COMMITTEES the Board has established a Nomination Committee, an Audit
The Board has established Audit, Nomination and Remuneration Committee and a Remuneration Committee. The work of each
Committees and the Company Secretary acts as secretary to of the Board Committees undertaken during the year ended
each of the three Committees. 31 December 2019 is detailed on pages 35 to 42.
Audit Committee The results of the proxy votes received in relation to the 2020
The Audit Committee has Richard King as chairman, and has annual general meeting are available on the Company’s website
primary responsibility for monitoring the quality of internal (www.gygplc.com/investor-relations/investor-relations-
controls, ensuring that the financial performance of the Group is corporate-governance/). No resolutions had a significant
properly measured and reported on, and for reviewing reports proportion (>20%) of votes cast against them at that meeting.
from the Group’s auditor relating to the Group’s accounting and
internal controls, in all cases having due regard to the interests The Board maintains a healthy dialogue with all of its stakeholders.
of shareholders. The Audit Committee meets at least twice a Throughout the course of the financial year the Board
year. Stephen Murphy is the other member of the Audit communicates with shareholders directly and also uses an
Committee. The Audit Committee’s terms of reference are external service provider to canvass shareholders on any views,
available on the Company’s website (www.gygplc.com/investor- concerns and expectations they may wish to express indirectly.
relations/investor-relations-corporate-governance/).
A report on the duties of the Audit Committee and how it

discharges its responsibilities is provided on pages 36 to 38.
34 GYG plc
N O M I N AT I O N C O M M I T T E E R E P O R T
In accordance with its terms of reference, the Nomination SUCCESSION PLANNING

Committee is responsible for reviewing the structure, size and The Nomination Committee has identified succession planning
composition of the Board based upon the skills, knowledge as a key consideration for GYG and a formal succession plan is
and experience required to ensure that the Board operates now in place. Key individuals in the senior/middle management
effectively, and for identifying and nominating, for the approval teams have been identified and a matrix has been prepared
of the Board, candidates to fill board vacancies as and when which is updated on a regular basis. This matrix indicates how
they arise. The Nomination Committee is also responsible for succession challenges would be managed on a short- and
succession planning of the executive leadership team and long-term basis within the practical constraints of the
makes recommendations to the Board for the re-appointment Company’s financial capabilities and its strategic position
of any Non-Executive Directors if and when necessary. within a developing but specialist industry.
Stephen Murphy acts as Chairman of the Nomination The Nomination Committee also oversees the talent
Committee and its other member is Richard King. Both management and development within the Group and seeks to
members are independent Non-Executive Directors. The make appropriate investment at all levels of the organisation to
Nomination Committee meets at least once a year and at other provide meaningful opportunities and a realistic level of internal
times as and when required. Details of meeting attendance are candidates for key roles. The Nomination Committee also
shown in the Corporate Governance Statement on page 32. identifies where succession solutions would involve external
recruitment and plans appropriately for such situations.
The effectiveness of the Nomination Committee is reviewed
by the Board annually. BOARD/COMMITTEE PERFORMANCE EVALUATION
PROCESS
The Nomination Committee met twice during the reporting It was noted that a formal Board/Committee performance
period. Business conducted as those meetings included evaluation would be conducted by way of a questionnaire and
the following: Chairman interviews during 2019. Further details of this process
and the outcomes are set out on page 33 of the Corporate
STRUCTURE, SIZE AND COMPOSITION OF THE BOARD Governance Statement.
The Nomination Committee reviewed the structure, size and
composition of the Board in conjunction with the outcome of RETIREMENT AND RE-ELECTION OF DIRECTORS
the 2019 Board/Committee performance evaluation process The Nomination Committee considered the terms of the
and was of the view that the current composition of the Board Company’s articles of association (the “Articles”) regarding
of three Executive Directors and two independent Non- retirement and re-election of Directors and noted that all
Executive Directors was appropriate at the present time, taking Directors were subject to election by shareholders at the first
into account the Company’s current size and stage of annual general meeting following their appointment by the
development. However, the Nomination Committee noted that Board. Accordingly, Kevin McNair, who was appointed as a
it would continue to monitor and keep under review the Director on 19 September 2019, retired at the annual general
structure, size and composition of the Board. meeting of the Company held on 30 June 2020 and, having
been eligible had offered himself for re-election. The resolution
BOARD APPOINTMENT proposing his election as a Director of the Company was duly
In view of Gloria Fernandez’ decision not to return to her role as passed at that meeting. Also, in accordance with the terms of
the Group’s Chief Financial Officer at the end of her maternity the Articles, one further Director was required to retire and,
leave period, the Nomination Committee, having previously being eligible, offer himself for re-election at the 2020 annual
consulted with the Executive Directors, considered Kevin general meeting. The process for determining which Director
McNair’s performance during the period since he had joined the would retire and offer himself for re-election is set out in the
Group as interim Chief Financial Officer in March 2019 and Articles, and it was agreed by the Board that Richard King
concluded that he had been diligent in the execution of his would be the retiring Director at the 2020 annual general
duties, that his performance had been of the required standard meeting. The resolution proposing his re-election as a Director
and that he fulfilled the key requirements necessary to of the Company was duly passed at that meeting.
undertake the role of Chief Financial Officer to the Group on a
permanent basis. Accordingly, it was agreed that an external STEPHEN MURPHY
search for possible alternative candidates for the position Chairman of the Nomination Committee
would not be conducted, and that the Nomination Committee
would recommend to the Board that Kevin be offered the role 22 July 2020
of Chief Financial Officer on a permanent basis, and also that he
be appointed as an Executive Director of the Board of GYG plc.
After due consideration, the Board approved the Nomination
Committee’s recommendation and Kevin was appointed as the
Group’s Chief Financial Officer and an Executive Director of
GYG plc with effect from 19 September 2019.

AUDIT COMMITTEE REPORT
AUDIT COMMITTEE • the Group’s internal financial controls and internal control
The Audit Committee meets at least three times a year and and risk management systems;
met six times during the reporting period. Details of meeting
attendance are shown in the Corporate Governance Statement • the requirement for an internal audit function;
on page 32. The Group’s auditor was also present at five of
• the Group’s whistleblowing, fraud detection and anti-bribery
those meetings.
procedures;
Richard King acts as Chairman of the Audit Committee and has
• the external auditor’s independence and objectivity and the
recent and relevant financial experience through his former
effectiveness of the audit process; and
role with EY as deputy Managing Partner of UK & Ireland and a
member of both the Europe, Middle East, India and Africa
• making recommendations to the Board on the appointment
(EMEIA) Board and Global management group, and his
and re-appointment of the Group’s external auditor.
subsequent involvement either as chairman or non-executive
director on a variety of private and public companies. He is The Audit Committee reports to the Board, identifying any
also a Fellow of the Institute of Chartered Accountants. need for action or improvement on any of these terms of
Stephen Murphy is the other member of the Audit Committee reference and makes recommendations as to the steps to be
and qualified as a Chartered Management Accountant in 1979. taken. The effectiveness of the Audit Committee is reviewed by
Both of the Audit Committee members are independent Non- the Board annually.
Executive Directors.
EXTERNAL AUDITOR
In accordance with the FRC’s Guidance on Audit Committees, The Audit Committee is responsible for making recommendations
no one other than the Audit Committee Chairman and the to the Board on the appointment, re-appointment and removal
other member receive automatic invitations to meetings of the of the external auditor and assesses annually the qualifications,
Audit Committee. The Chief Financial Officer and external expertise, resources, remuneration and independence of the
auditor are invited to attend meetings on a regular basis, and external auditor. The Audit Committee also receives a report on
other non-members may be invited to attend all or part of any the external audit firm’s own internal quality control procedures,
meeting and as and when considered appropriate and necessary. and confirmation of the auditor’s independence. For each
annual cycle, the Audit Committee ensures that appropriate
The Audit Committee meets the external auditor at least once
plans are in place for the external audit.
a year without executive management present, and the
Chairman of the Audit Committee keeps in touch on a continual Deloitte LLP were the Company’s and the Group’s external
basis with the key people involved in the Company’s auditor for the financial years ended 31 December 2017 and
governance, including the Chief Executive Officer, the Chief 31 December 2018.
Financial Officer, the Company Secretary and the external
audit lead partner. An induction programme is provided for During the reporting period, the Audit Committee undertook a
new Audit Committee members covering the role of the Audit tender process in respect of external audit services. A range of
Committee, its terms of reference and an overview of the firms were approached, and Deloitte LLP were also invited to
Group’s business, including the main business and financial re-tender. Interested firms were subsequently requested to
dynamics and risks. submit their proposals. Following this, a full tender process of
firms shortlisted, based on their proposals, was conducted. The
SUMMARY OF THE ROLE OF THE AUDIT COMMITTEE tendering firms were judged against objective criteria
In the course of discharging its duties and responsibilities, the determined in advance of the process, and the shortlisted firms
Audit Committee focuses particularly on compliance with legal were invited to present their proposals in person to the Audit
requirements and accounting standards and on ensuring that Committee. Whilst the Audit Committee appreciated the
an effective system of internal financial controls is maintained. quality of the proposals presented by all the tendering firms, it
considered that the submission and the team from
The Audit Committee has primary responsibility for monitoring
PricewaterhouseCoopers LLP (“PWC”) best met the pre-
the quality of internal controls, ensuring that the financial
defined criteria it had set. After due consideration, it was
performance of the Group is properly measured and reported
agreed that the Audit Committee would recommend to the
on, and for reviewing reports from the Group’s auditor relating
Board that PWC be appointed as the Company’s and the
to the Group’s accounting and internal controls, in all cases
Group’s external auditor commencing with the audit of the
having due regard to the interests of shareholders. Its other
financial year ended 31 December 2019. There were no
responsibilities include reviewing and monitoring:
contractual obligations restricting the Company’s choice of
external auditor.
• the integrity of the financial statements of the Group and
any formal announcements relating to the Group’s financial
In accordance with professional standards, the PWC senior
performance;
statutory auditor responsible for the audit will be rotated every
five years. The current senior statutory auditor was appointed
in respect of the year ended 31 December 2019.
36 GYG plc
The Audit Committee annually reviews the effectiveness of the • discussions with the external auditor on the audit approach
external auditor. This process involves the external auditor and strategy, the audit process, significant audit risks and
presenting to the Audit Committee its proposed audit scope, key issues of focus for the annual audit;
such presentation last having taken place in August 2019 in
relation to the financial statements for the year ended 31 • review of the financial integrity of the Group’s financial
December 2019. The external auditor also presents to the Audit statements including relevant corporate governance
Committee the output of its detailed year-end work and the statements;
Audit Committee challenges significant judgements (if any).
• approval of the audit fees for the financial year ended
In making its assessment of external auditor effectiveness, the 31 December 2019;
Audit Committee reviews the audit engagement letters before
• approval of non-audit work to be carried out by the
signature, reviews the external auditor’s summary of Group
external auditor;
issues, and conducts an overall review of the effectiveness of
the external audit process and the external auditor. The Audit
• consideration of the independence and objectivity of the
Committee reports its findings to the Board.
external auditor;
The Audit Committee and the Board were satisfied with the
• review of the internal controls and risk management systems
performance of Deloitte LLP as external auditor prior to their
within the Group;
resignation, and have also been satisfied with the performance
of PWC since their subsequent appointment as external • consideration of the requirement for the Group to have an
auditor. In both cases, the Audit Committee and the Board internal audit function;
were also satisfied with the policies and procedures the
external auditors had in place to maintain their objectivity • review of the effectiveness of the external auditor, as more
and independence. fully described above;
The Audit Committee also approves in advance any non-audit • conducting a full tender process in respect of external audit
services to be performed by the auditor such as tax compliance services and recommending to the Board the appointment
and advisory work, audit-related assurance services of PWC as the Group’s external auditor; and
(eg reviews of internal controls and reviewing the Group’s
interim financial statements). • post-period, review of the annual report and financial
statements for the year ended 31 December 2019.
Any non-audit services that are to be provided by the external
auditor are reviewed in order to safeguard auditor objectivity The ultimate responsibility for reviewing and approving the
and independence. During the reporting period, non-audit financial statements in the interim and annual reports remains
services have been provided in respect of the interim review of with the Board.
the half year financial statements, transfer pricing and covenant
calculation. All non-audit services have to be approved by the SIGNIFICANT JUDGEMENTS RELATED TO THE FINANCIAL
Chairman of the Audit Committee, who considers whether STATEMENTS
appropriate safeguards are in place in respect of non-audit The Audit Committee, in consultation with management and
services being delivered. These include delivery of non-audit the external auditor, has considered a number of significant
services by a partner independent of the audit. Accordingly, the judgements relating to the preparation of the financial
Board can confirm that during the reporting period there have statements contained in this annual report as follows:
been no non-audit services that are considered to have impaired
Revenue recorded for long-term contracts
the objectivity and independence of the external auditor. A full
Revenue recorded through contract accounting is subject to
breakdown of payments made to the external auditor during
estimation and judgement in the assessment of costs remaining
the financial year is disclosed within note 7 on page 62.
to complete for contracts which are ongoing at year end.
WORK UNDERTAKEN BY THE AUDIT COMMITTEE DURING Understatement of expected or contingency costs would
THE YEAR ENDED 31 DECEMBER 2019 increase the percentage of completion causing revenue to be
The key matters considered during the reporting period by the overstated. An overstatement of costs would have an opposite
Audit Committee whilst discharging its duties and effect and impact on the completeness of revenue.
responsibilities are set out below:
The Audit Committee has consulted with management and
• consideration and approval of the unaudited interim financial reviewed the external auditor’s findings following their detailed
statements for the period ended 30 June 2019; testing and review procedures on selected contracts with
higher risk characteristics and is satisfied that revenue has
• consideration of new IFRS accounting standards; been properly recognised.

AUDIT COMMITTEE REPORT (CO NTI N U ED)
Going concern INTERNAL AUDIT

A full description of the Group’s business activities, financial The Board considers the need for an internal audit function
position and cash flows, together with the factors likely to annually and in consultation with the external auditor has
affect its future development and performance, is set out in the concluded that, given the current size of the Group’s operations,
Strategic Report, including the Financial Review, and in note it is not necessary at this time. In forming its decision, the Audit
2.3 of the financial statements. Further details of the borrowing Committee considered that all of the finance function is located
facilities are also set out in note 17 of the financial statements. at the Palma, Mallorca head office, and this finance team makes
regular visits to overseas locations. The efficacy of internal
The Audit Committee has reviewed the Group’s cash flow and controls is considered on an ongoing basis and the Audit
income forecasts, including a sensitivity analysis and a review Committee believes these controls to be sufficient for a
of forecast compliance with loan covenants for the purposes of business the scale and complexity of the Group.
the going concern review. This process included an assessment
of the expected impact of the COVID pandemic on those RICHARD KING
forecasts. This assessment has been reviewed extensively and Chairman of the Audit Committee
will be updated regularly going forward. Management will
continue to update their forecasts and take appropriate steps 22 July 2020
to manage covenant compliance.
Valuation of goodwill and other acquired intangibles

in respect of the ACA SAS acquisition
For the purpose of impairment testing, management have
updated their forecasts and reviewed for impairment. Goodwill
is allocated to each of the cash-generating units (‘‘CGUs’’)
expected to benefit from the synergies of the combination. As
of year-end the recoverable amount of the CGU is more than
the carrying goodwill and other intangible assets amount,
concluding that an impairment is not necessary to be
recognised.
The Audit Committee has considered the external auditor’s

findings and discussed the outcomes with management and,
after due consideration, believes that the accounting and
disclosures relating to goodwill valuation are appropriate.
Risk management and internal control

The Board has overall responsibility for the Group’s internal
control systems and for monitoring their effectiveness. The
Board maintains a system of internal controls to safeguard
shareholders’ investment and the Group’s assets, and has
established a continuous process for identifying, evaluating
and managing the significant risks the Group faces. The Board
regularly reviews the process, which has been in place
throughout the period and up to the date of approval of the
annual report and financial statements.
The Board’s internal control and risk management review

process (conducted with the assistance of the Audit
Committee), is outlined on pages 30 and 31.
38 GYG plc
D I R E C T O R S ’ R E M U N E R AT I O N R E P O R T
As Chairman of the Remuneration Committee, I am pleased to • considered and approved the settlement arrangements
present our report for the year ended 31 December 2019. in respect of the outgoing Chief Financial Officer; and
This report does not constitute a full directors’ remuneration • considered and approved the remuneration package
report in accordance with the Companies Act 2006 and the UK in respect of the incoming Chief Financial Officer.
Listing Rules. As a company whose shares are admitted to
trading on AIM, the Company is not required by the Companies Post-period, the Remuneration Committee met to conduct a
Act to prepare such a report. We do, however, have regard to review of all aspects of the remuneration packages of the
the principles of the QCA Code which we consider to be Executive Directors to ensure that they continue to reward and
appropriate for an AIM company of our size. The report motivate achievement of medium and long-term objectives,
provides details of remuneration for all Directors and gives a and to align the interests of Executive Directors and
general statement of policy on Directors’ remuneration as it is shareholders. This assessment included:
currently applied. It also provides a summary of the long-term
• considering whether bonus targets had been achieved for
share incentive scheme currently in place.
the year ended 31 December 2019;
• reviewing basic salaries payable for the year ending

STEPHEN MURPHY 31 December 2020;
Chairman of the Remuneration Committee
• setting bonus performance targets for the year ending
31 December 2020; and
REMUNERATION COMMITTEE • considering awards to be made under the long-term

Key responsibilities incentive plan.
The Remuneration Committee is responsible for reviewing the
POLICY ON EXECUTIVE REMUNERATION
performance of the Executive Directors and for determining
The Remuneration Committee recognises the importance of
their terms and conditions of service, including their
the Company’s reward and performance strategy in recruiting
remuneration and the grant of options, having due regard to
and retaining high quality individuals who can lead, develop
the interests of shareholders. The remuneration of the Non-
and sustain business growth over the longer term.
Executive Directors is a matter for the Board or the shareholders
(within the limits set out in the articles of association).
The policy of the Remuneration Committee is to ensure that
the Executive Directors are fairly rewarded for their individual
The effectiveness of the Remuneration Committee is reviewed
contributions to the Company’s overall performance and to
by the Board annually.
provide them with a competitive remuneration package
Composition and meetings (including long-term incentive plans) to attract, retain and
The Remuneration Committee meets at least twice a year (and motivate individuals of the experience and competence
at such other times as may be deemed necessary). Stephen required to ensure that the Company is managed effectively
Murphy acts as Chairman of the Remuneration Committee, and and successfully in the interests of shareholders. When setting
Richard King is the other member. Both members are the remuneration policy for Directors, the Remuneration
considered by the Board to be independent. Committee reviews and has regard to the pay and employment
conditions across the Group, especially when determining
Only members of the Remuneration Committee have the right salary increases.
to attend meetings, but other Directors and external advisers
may be invited to attend all or part of any meeting as and when The Chairman of the Remuneration Committee may consult
appropriate. No Director may be involved in discussions with major shareholders from time to time, or when any
relating to their own remuneration. significant remuneration changes are proposed, to understand
their expectations with regard to Executive Directors’
The Remuneration Committee met five times during the remuneration and will report back to the Remuneration
reporting period. Details of meeting attendance are shown in Committee. Any other concerns raised by individual
the Corporate Governance Statement on page 32. shareholders will also be considered. The Remuneration
Committee also takes into account emerging best practice and
At those meetings, the Remuneration Committee: guidance from major institutional shareholders.
• considered whether bonus targets had been achieved for The main elements of the remuneration packages of the
the year ended 31 December 2018; Executive Directors are as follows:
• conducted a review of basic salaries payable for the year Basic annual salary
ended 31 December 2019; Basic salary is reviewed annually by the Remuneration
Committee and takes into account a number of factors,
• set bonus performance targets for the year ended including the current position and development of the Group,
31 December 2019; individual contribution and market salaries for comparable
organisations. There is no prescribed minimum or maximum
• considered and approved awards to be made under the
increase, and there is no obligation on the Remuneration
long-term incentive plan;
Committee to increase basic salary.

(CO NTI N U ED)
Directors’ salaries for the year ended 31 December 2019 aimed at rewarding performance against specific near-term
remained at the same level as for the year ended 31 December goals, which are consistent with the interests of shareholders
2018. Directors’ salaries have not been increased since the IPO and the overall strategic direction of the business.
in July 2017.
Long-Term Incentive Plan
The Company does not provide an occupational pension In order to operate the discretionary share-based incentive
scheme for Executive Directors, nor does it make contributions awards to Executive Directors and selected employees, the
into the private pension schemes of the Executive Directors. Company has established a performance share plan, the GYG
plc Performance Share Plan 2017 (the “PSP”). This is expected
Discretionary bonus to form the sole long-term incentive arrangement for Executive
At the discretion of the Remuneration Committee, taking into Directors and selected senior managers.
account performance against certain financial and individual
targets, an Executive Director may be entitled to an annual The Remuneration Committee supervises the operation of the
discretionary cash bonus on such terms and subject to such PSP. Any employee (including an Executive Director) of the
conditions as may be decided from time to time by the Company and its subsidiaries is eligible to participate in the
Remuneration Committee. Bonuses will normally be capped at PSP at the discretion of the Remuneration Committee.
100% of the relevant Executive Director’s base salary for
exceptional out-performance. The Remuneration Committee may grant awards to acquire
ordinary shares as conditional share awards or as nil (or
The performance criteria are set by the Remuneration nominal) cost options. The Remuneration Committee may also
Committee based upon a combination of target financial decide to grant cash-based awards of an equivalent value to
criteria and specific personal objectives which are agreed by share-based awards or to satisfy share-based awards in cash,
the Remuneration Committee with the Chief Executive Officer although it is not the current intention to do so.
and the relevant Executive Director. For the Chief Executive
Officer and the Group Commercial Director, the bonus awards The Remuneration Committee may grant awards within six
are primarily weighted on financial targets, but also include a weeks following the Company’s announcement of its results
number of role-specific personal objectives. For the Chief for any financial year. The Remuneration Committee also has
Financial Officer, the weighting is 50:50 on financial targets discretion to grant awards at any other time when it considers
and specific personal objectives. The weightings are kept there to be exceptional circumstances which justify the
under review to ensure that they are creating both intended granting of such awards.
outcomes and correct behaviours in the leadership team.
The extent of vesting of awards granted to the Executive
For the year ended 31 December 2019, the annual bonus Directors of the Company will normally be subject to
financial targets for the Chief Executive Officer and the Chief performance conditions set by the Remuneration Committee
Financial Officer were based on certain performance criteria in measured over at least three years. The extent of vesting of
relation to revenue and EBITDA. The financial targets for the awards granted to other participants may be subject to
Group Commercial Director primarily related to revenue. performance conditions set by the Remuneration Committee.
A full appraisal of performance against the financial and An employee may not receive awards in respect of any financial
personal bonus targets was undertaken by the Remuneration year over ordinary shares having a market value in excess of
Committee, and each Executive Directors’ potential bonus 100% of their annual base salary in that financial year. In
award was determined. However, taking into account the exceptional circumstances, this limit may be increased to 150%
interests of shareholders and, in line with the approach adopted at the discretion of the Remuneration Committee.
across the whole Group, all proposed bonus awards were
Options granted under the PSP during the reporting period are
reduced by a fixed percentage.
set out in the table on page 42. These options will vest in 2022
The bonuses awarded to the Executive Directors for the year to the extent stretching earnings per shares (EPS) targets are
ended 31 December 2019 are set out in the table on page 41. met in the financial year ending 31 December 2021.
The Chief Financial Officer did not participate in the 2019
Benefits in kind
bonus scheme for the full year, having only joined the Group on
Ancillary benefits provided to Executive Directors currently
a permanent basis in September 2019.
include critical illness cover, the reimbursement of all reasonable
For the year ending 31 December 2020, the annual bonuses for and authorised expenses and (in the case of the Chief Executive
Executive Directors will be determined by a combination of the Officer and the Group Commercial Director) provision of a
achievement of financial targets and individual targets. The company car. The Remuneration Committee reviews the level
individual targets are linked to certain KPIs and are underpinned of benefit provision from time to time and has the flexibility to
by a condition relating to the Company’s financial performance. add or remove benefits to reflect changes in market practices
or the operational needs of the Company.
The Board considers that the actual targets for the year ending
31 December 2020 bonus are commercially sensitive and full
details will be disclosed retrospectively in the annual report for
that financial year, provided they are not considered
commercially sensitive at that time. In accordance with the
Directors’ remuneration policy, targets are stretching and
40 GYG plc
DIRECTORS’ REMUNERATION FOR THE YEAR ENDED 31 DECEMBER 2019

The remuneration of the Directors who served on the Company’s Board during the year to 31 December 2019 was as set out in the
table below:
Year ended 31 December 2019 Year ended 31 December 2018

Basic salary and fees Bonus Total Basic salary and fees Bonus Total
¤’000 ¤’000 ¤’000 ¤’000 ¤’000 ¤’000
Executive Directors
Remy Millott 258.00 121.00 379.00 257.98 — 257.98
Gloria Fernandez 1 2
197.20 — 197.20 150.00 — 150.00
Kevin McNair3 4
62.80 14.00 76.80 — — —
Rupert Savage 231.60 101.00 332.60 231.64 — 231.64
Non-Executive Directors ¤’000 ¤’000 ¤’000 ¤’000 ¤’000 ¤’000
Stephen Murphy 113.89 — 113.89 113.03 — 113.03
Richard King5 57.00 — 57.00 56.52 — 56.52

1
Resigned 31 July 2019. 3
Appointed 19 September 2019. 5
Richard King is entitled to an additional fee of
2
This figure included the sum of €120,000 in respect 4
During the reporting period, as a consultant, Kevin McNair €13,890 per annum in respect of his role as the
of pay in lieu of notice, plus various accrued also received payment of €121,900 in respect of his role as Chairman of the Audit Committee, which is
benefits. Interim Chief Financial Officer. included in the total above.
There are no arrangements under which any Director has The service agreements for all of the Executive Directors are
waived or agreed to waive future emoluments, nor have there between the relevant Director and Hemisphere Yachting
been any such waivers or emoluments during the financial year Services, S.L.U. (“HYS”). All of the current Executive Directors
immediately preceding the date of this report. are employed on a full-time basis.
POLICY ON NON-EXECUTIVE DIRECTORS’ REMUNERATION Each of the Executive Directors’ service agreements may be
Non-Executive Directors receive a fixed fee and do not receive terminated by either party serving six months’ written notice. If
any pensions payments or other benefits. An additional fee is notice is given by HYS, in relation to each of Remy Millott and
payable to the Director performing the role of Chairman of the Rupert Savage, they are entitled to a settlement from HYS in the
Audit Committee. gross amount of €200,000 and, in relation to Kevin McNair, he is
entitled to a settlement of €120,000. At its direction, HYS may
DIRECTORS’ SERVICE CONTRACTS AND LETTERS make payment in lieu of notice equal to the salary amount the
OF APPOINTMENT Director would otherwise have received during their notice period.
Copies of currently serving Directors’ service contracts and
letters of appointment (listed below) are available for The appointment of the Non-Executive Directors is for an initial
inspection at the Company’s registered office. term of three years, with such appointments being terminable
by either the Company or the individual Director on three
Executive Director Date of service contract months’ notice. Each appointment is contingent on satisfactory
performance and to the re-election criteria more fully explained
Remy Millott 23 June 2017 on page 24.
Kevin McNair 19 September 2019
Rupert Savage 23 June 2017
Non-Executive Director Date of letter of appointment
23 June 2017
Stephen Murphy (taking effect on 5 July 2017)
23 June 2017
Richard King (taking effect on 5 July 2017)

(CO NTI N U ED)
DIRECTORS’ SHAREHOLDINGS AND SHARE INTERESTS

Directors’ shareholdings
The interests of the Directors who served during the year in the share capital of the Company as at 31 December 2019,
31 December 2018 and the date of this report were as follows:
31 December 2019 31 December 2018 As at date of report

Number of ordinary shares Number of ordinary shares Number of ordinary shares
Director of £0.002 each of £0.002 each of £0.002 each
Remy Millott 3,270,863 3,270,863 3,270,863
Gloria Fernandez1 278,297 278,297 278,297
Kevin McNair 40,000 — 40,000
Rupert Savage 2,716,981 2,716,981 2,716,981
Stephen Murphy 240,000 240,000 240,000
Richard King 130,000 130,000 130,000
1
Resigned 31 July 2019.
All interests are beneficially held. There is no requirement for Directors to hold shares in the Company.
Directors’ interests in share options

Details of options over ordinary shares of £0.002 each awarded under the PSP to Directors who served during the year are set out
in the table below:
Options Options
As at Granted exercised lapsed As at Earliest date
31 December during the during the during the 31 December Exercise from which
Director 2018 period period period 2019 price exercisable Expiry date
Remy 82,500 — — — 82,500 £0.002 11/07/20201 11/07/2027

Millott 143,870 — — 143,870 £0.002 04/04/20221 04/04/2029
Gloria 49,500 — — 49,500 — £0.002 11/07/20201 11/07/2027

Fernandez 64,741 — 64,741 — £0.002 04/04/20221 04/04/2029
Rupert 74,250 — — — 74,250 £0.002 11/07/20201 11/07/2027

Savage 97,112 — — 97,112 £0.002 04/04/20221 04/04/2029
TOTAL 206,250 305,723 — 114,241 397,732
1
Options will normally vest on the later of (i) the third anniversary of the date of grant; and (ii) the Remuneration Committee determining the extent to which the performance
targets have been satisfied.
CONCLUSION
This report is intended to provide shareholders with sufficient The Remuneration Committee is mindful of shareholder views,
information to judge the impact of the decisions taken by and we believe that our Directors’ remuneration policy is
the Remuneration Committee and to assess whether aligned with the achievement of the Company’s business
remuneration packages for Directors are fair in the context of objectives and the interests of shareholders.
business performance.
STEPHEN MURPHY
Chairman of the Remuneration Committee
22 July 2020
42 GYG plc
Financial Statements
S TAT E M E N T O F D I R E C T O R S ’
RESPONSIBILITIES
I N R E S P E C T O F T H E A N N U A L R E P O R T A N D T H E F I N A N C I A L S TAT E M E N T S
The Directors are responsible for preparing the annual report DIRECTORS’ CONFIRMATIONS
and the financial statements in accordance with applicable law In the case of each Director in office at the date the Directors’
and regulation. Report is approved:
Company law requires the Directors to prepare financial • so far as the Director is aware, there is no relevant audit
statements for each financial year. Under that law the Directors information of which the Group and parent company’s
have prepared the Group financial statements in accordance auditors are unaware; and
with International Financial Reporting Standards (IFRSs) as
adopted by the European Union and parent company financial • they have taken all the steps that they ought to have taken as
statements in accordance with United Kingdom Generally a Director in order to make themselves aware of any relevant
Accepted Accounting Practice (United Kingdom Accounting audit information and to establish that the Group and parent
Standards, comprising FRS 101 “Reduced Disclosure company’s auditors are aware of that information.
Framework”, and applicable law). Under company law the
Directors must not approve the financial statements unless RESPONSIBILITY STATEMENT
they are satisfied that they give a true and fair view of the state We confirm that to the best of our knowledge:
of affairs of the Group and parent company and of the profit
• the financial statements, prepared in accordance with the
or loss of the Group and parent company for that period.
relevant reporting framework, give a true and fair view of
In preparing the financial statements, the Directors are
the assets, liabilities, financial position and profit or loss of
required to:
the parent company and the undertakings included in the
• select suitable accounting policies and then apply them consolidation taken as a whole;
consistently;
• the Strategic Report includes a fair review of the development
• state whether applicable IFRSs as adopted by the European and performance of the business and the position of the
Union have been followed for the Group financial statements parent company and the undertakings included in the
and United Kingdom Accounting Standards, comprising FRS consolidation taken as a whole, together with a description
101, have been followed for the parent company financial of the principal risks and uncertainties that they face; and
statements, subject to any material departures disclosed
• the annual report and financial statements, taken as a whole,
and explained in the financial statements;
are fair, balanced and understandable and provide the
• make judgements and accounting estimates that are information necessary for shareholders to assess the Group’s
reasonable and prudent; and and the parent company’s position and performance,
business model and strategy.
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and This Statement of Directors’ Responsibilities was approved by
parent company will continue in business. the Board of Directors on 22 July 2020 and is signed on its
behalf by:
The Directors are also responsible for safeguarding the assets
of the Group and parent company and hence for taking REMY MILLOTT KEVIN MCNAIR
reasonable steps for the prevention and detection of fraud and Chief Executive Officer Chief Financial Officer
other irregularities.
22 July 2020 22 July 2020
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group and
parent company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Group and
the parent company and enable them to ensure that the
financial statements comply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrity

of the parent company’s website. Legislation in the United
Kingdom governing the preparation and dissemination of
financial statements may differ from legislation in other
jurisdictions.

INDEPENDENT AU DITOR ’ S REPORT
TO TH E M EM B ERS O F GYG PLC
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
Opinion
In our opinion:
• GYG plc’s Group financial statements and parent company financial statements (the “financial statements”) give a true and fair
view of the state of the Group’s and of the parent company’s affairs as at 31 December 2019 and of the Group’s profit and cash
flows for the year then ended;
• the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards
(IFRSs) as adopted by the European Union;
• the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and
applicable law); and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the annual report and financial statements (the “Annual Report”), which
comprise: the consolidated and parent company statements of financial position as at 31 December 2019; the consolidated
statement of comprehensive income, the consolidated cash flow statement, and the consolidated and parent company statements
of changes in equity for the year then ended; and the notes to the financial statements, which include a description of the
significant accounting policies.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
responsibilities under ISAs (UK) are further described in the “Auditors’ responsibilities for the audit of the financial statements”
section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements.
Material uncertainty related to going concern – Group and parent company
In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure
made in note 2.3 to the financial statements concerning the Group’s and parent company’s ability to continue as a going concern.
In evaluating the going concern assumption, the Directors of the Group have prepared cash flow forecasts to December 2021,
together with sensitivity analyses. These forecasts throughout the going concern period assess the Group’s and parent company’s
liquidity and their ability to meet liabilities as they fall due, and demonstrate the Group and parent company are expected to have
sufficient cash flow headroom throughout the period. Those forecasts include a number of significant assumptions with regards
to the duration or severity of the impact of the COVID-19 pandemic and the impact on the business, and consequently there is a
risk that liquidity may not be in line with the sensitised forecasts and that sufficient cash flow headroom may not be available to
These conditions, along with the other matters explained in note 2.3 to the financial statements, indicate the existence of a
material uncertainty which may cast significant doubt about the Group’s and parent company’s ability to continue as a going
concern. The financial statements do not include the adjustments that would result if the Group and parent company were unable
to continue as a going concern.
44 GYG plc
Audit Procedures Performed

In concluding there is a material uncertainty related to going concern we performed the following procedures:
• Evaluated the Directors’ forecast scenarios, including challenging key assumptions, being the use of the government’s furlough
scheme, the Order Book volume, the profile of forecast cash flow and the variability of the cost base
• Examined the new bank facilities, their terms and conditions and the verified covenant waivers
• Obtained evidence to support disclosures within the financial statements and checked that the disclosures within the Annual
Report are consistent with the financial statements and knowledge gained during the audit
Our audit approach
Overview • Overall Group materiality: €465,000 (2018: €363,000), based on 0.75% of total revenues (2018:
based on 0.8% of total revenues).
• Overall parent company materiality: €172,000 (2018: €340,000), based on 1% of total assets (2018:
based on 2% of total assets).
• We performed full scope audits over five financially significant components as well as the GYG
Materiality plc entity.
• In addition, we performed testing over significant balances within a further four non-significant
components and performed a desktop review for one other component.
Audit scope
• Our audit scoping provided coverage of 100% revenue, 77% profit before tax and 96% total assets.
• Testing over financial statement line items which are managed at head office were audited in full,
including goodwill, external borrowings, and Directors’ emoluments.
Key audit
matters • Going concern
• COVID-19
• Factoring
• Long-term contract accounting
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements. In particular, we looked at where the Directors made subjective judgements, for example in respect of significant
accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of
our audits we also addressed the risk of management override of internal controls, including evaluating whether there was
evidence of bias by the Directors that represented a risk of material misstatement due to fraud.

T O T H E M E M B E R S O F G Y G P L C (CO NTI N U ED)
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not
due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation
of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the
results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters. In addition to going concern, described in the
“Material uncertainty related to going concern” section above, we determined the matters described below to be the key audit
matters to be communicated in our report. This is not a complete list of all risks identified by our audit.
Key audit matter How our audit addressed the key audit matter
COVID-19 (Group and parent company) In assessing the impact of the scenarios set out by
management in their going concern model, we performed
The COVID-19 pandemic has had a significant influence on procedures on the Directors’ assessment and concluded that
the Group’s business, both operationally and financially. The the Group and parent company will be able to continue as a
Directors have performed a detailed assessment of the going concern but that a material uncertainty exists. Please
potential impact of COVID-19, specifically in respect of the refer to the section “Material uncertainty related to going
going concern assumption and impairment for investments concern” above for details.
and goodwill valuation. For more details on the going concern
assumption please refer to the “Material uncertainty related The valuation methodology used for impairment assessment
to going concern” section above. has been examined to ensure that it is compliant with the
requirements of IAS 36 Impairment of assets. We obtained
The Directors have reassessed impairment calculations for the Directors’ value in use model for each cash generating
investments and goodwill valuation to include the impact of unit. These were recalculated to ensure the mathematical
COVID-19. The carrying value of goodwill in the consolidated accuracy of the model. Key assumptions were tested as
statement of financial position is €9.4m and the carrying follows:
value of investments in the parent company statement of
financial position is €12.4m. An annual impairment review is • For each CGU, cash flow forecasts were agreed to Board
performed in order to assess the recoverability of these approved budgets and examined in order to ensure that
assets. The Directors apply value-in-use-methodology and only cash flows relating to the asset at the balance sheet
this calculation includes assumptions such as future cash date were included.
flows, discount rate and long-term growth rate. The value in
use is inherently judgemental as it is based on future forecasts. • We performed a look back analysis to determine the
The impact of COVID-19, especially on the cash flow model Directors’ forecasting accuracy over the last four years
for the coming year, has been considered in the updated and used this in performing sensitivity analysis;
calculation. The Directors have concluded that there is
• Discount rates were recalculated with the support of our
sufficient headroom in the calculations for investments and
PwC internal valuation experts
goodwill valuation.
Our conclusion in respect of going concern is included in the
Refer to the critical accounting judgements in note 3.2.1 and
“Material uncertainty related to going concern” section
the discussion in the Director’s Governance Report for more
above.
details on this critical accounting estimate.
We challenged management in particular on the operating
cash flows and growth rate contained within those models,
including assessing the impact of COVID-19 on the cash flow
model for the coming year.
We found the carrying value of goodwill and investments at

the year-end date to be consistent with the evidence
obtained.
46 GYG plc
Key audit matter How our audit addressed the key audit matter
Factoring (Group)
GYG has factoring arrangements with an external provider, We have performed an assessment of the factoring
that were categorised as factoring with and without recourse. arrangements and consulted with both legal specialists on
There are two agreements that are being referred to as the contractual terms and conditions and technical specialists
“without recourse”. on the accounting treatment according to IFRS 9.
After a review of the contract and consulting with specialists We have discussed the issue with the Directors and explained
we have drawn conclusion that the current accounting our conclusions from the legal and technical consultation.
treatment of one of the two agreements is not in line with
IFRS 9. Trade receivables and financial liabilities should not We have ensured that the restatement has been correctly
have been derecognised from the balance sheet as undertaken and have verified the completeness and accuracy
substantially all risks and rewards of the ownership of the of the disclosures on the prior year adjustment in the notes
asset have not been transferred. In particular, the risk of late to the consolidated financial statements.
payment and insolvency was not transferred to the external
We have ensured that the trade receivables and current
provider.
financial liabilities of €2.7m that were initially derecognised
The Directors have corrected the accounting treatment for have been accurately recognised in the consolidated
this year and restated the prior year’s consolidated financial statement of financial position.
statements. The details of the prior year adjustment are
explained in note 29 to the consolidated financial statements.
For the current year trade receivables and current financial
liabilities of €2.7m were reinstated on the consolidated
statement of financial position.
Long-term contract accounting (Group) We evaluated the design and implementation of controls
regarding revenue and receivables and assessed how the
84% of Group’s total revenue of €63.8m (2018: €45.0m) is Directors ensure that revenue is recognised in line with
attributable to the Coatings division, which is based on long- contractual terms.
term contracts for both Refit and New Build projects. Given
the complexity of long-term contract accounting in revenue We tested a sample of contracts to a high level of assurance
under IFRS 15, this is an area which could be prone to and focused on the calculation of work in progress. We
judgement or error and we have classified this as a significant agreed percentages of completion to underlying accounting
audit risk. records and analysed profit margin adjustments. We also
performed look-back procedures to assess the
Refer to the critical accounting judgements in note 3.1.1 and appropriateness of Directors’ estimates in the past by
the discussion in the Director’s Governance Report for more comparing forecasts as at 31 December 2018 to actuals.
details on this critical accounting estimate. Additionally, we have examined the progress of projects
subsequent to the year end to verify judgements of the
stage of completion and revenue and profit recognised as at
31 December 2019.
We concluded that revenue recorded for long-term contracts

has been appropriately accounted for.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the Group and the parent company, the accounting processes and
controls, and the industry in which they operate.
The Group has twelve wholly owned subsidiaries. We defined a component to be an individual entity for which management
prepares financial information. Accordingly, the parent company and each subsidiary is a component.
We identified five financially significant components based on their contribution to the Group’s profit for the year. A full scope
audit was performed over each of these, as well as over the parent company. Significant balances were identified in five remaining
components and therefore testing on specific financial statement line items was performed to obtain audit evidence in support of
those balances within the consolidated accounts. The remaining unaudited entity was subject to a desktop review.

T O T H E M E M B E R S O F G Y G P L C (CO NTI N U ED)
In addition, we performed audit procedures at a Group level over financial statement line items which are managed at head office,
including goodwill, external borrowings, and Directors’ emoluments.
The financially significant components were audited by PwC Spain. We have instructed them, held calls during the audit process,
performed a review of working papers with particular focus on the audit of areas of heightened audit risk, and received reporting
from them. Based on our involvement in the component auditor’s work, sufficient appropriate evidence has been obtained in
support of the Group audit.
Our audit scoping provided coverage of 100% revenue, 77% profit before tax and 96% total assets.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent
of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements,
both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group financial statements Parent company financial statements
Overall materiality €465,000 (2018: €363,000). €172,000 (2018: €340,000).
How we determined it 0.75% of total revenues (2018: 0.8% of total 1% of total Assets (2018: 2% total assets).
revenues).
Rationale for Based on the benchmarks used in the annual GYG plc is an investment holding company
benchmark applied report, revenue is the primary measure used with no trading operations. The benchmark for
by the shareholders in assessing the this entity is total assets as this is the primary
performance of the Group, and is a generally value recognised in the financial statements
accepted auditing benchmark. We have for the parent company. We have applied a
applied a rule of thumb of 0.75% of this rule of thumb of 1% which is standard for this
benchmark which is appropriate for a listed benchmark.
entity.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The
range of materiality allocated across components was between €220,000 and €390,000. Certain components were audited to a
local statutory audit materiality that was also less than our overall Group materiality.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above €23,350
(Group audit) (2018: €18,000) and €8,600 (parent company audit) (2018: €18,000) as well as misstatements below those amounts
that, in our view, warranted reporting for qualitative reasons.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’
report thereon. The Directors are responsible for the other information. Our opinion on the financial statements does not cover the
other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this
report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the
audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement,
we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a
material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.
With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures required by the UK
Companies Act 2006 have been included.
Based on the responsibilities described above and our work undertaken in the course of the audit, ISAs (UK) require us also to
report certain opinions and matters as described below.
48 GYG plc
Strategic Report and Directors’ Report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and
Directors’ Report for the year ended 31 December 2019 is consistent with the financial statements and has been prepared in
accordance with applicable legal requirements.
In light of the knowledge and understanding of the Group and parent company and their environment obtained in the course of
the audit, we did not identify any material misstatements in the Strategic Report and Directors’ Report.
Responsibilities for the financial statements and the audit
Responsibilities of the Directors for the financial statements

As explained more fully in the Statement of Directors’ responsibilities in respect of the financial statements, the Directors are
responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied
that they give a true and fair view. The Directors are also responsible for such internal control as they determine is necessary to
enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the parent company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Group or the parent company or to cease operations, or have no
realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.
org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report

This report, including the opinions, has been prepared for and only for the parent company’s members as a body in accordance
with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or
assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come
save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not received all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been
received from branches not visited by us; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• the parent company financial statements are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
MARK FOSTER
(Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors
Milton Keynes
22 July 2020

C O N S O L I D AT E D S TAT E M E N T
OF COMPREHENSIVE INCOME
For the year ended 31 December 2019 Year ended Year ended
Note ¤’000 €’000
Continuing operations
Revenue 4 63,827 44,964
Operating costs (62,568) (49,233)
Adjusted EBITDA 4,508 (915)

Depreciation and amortisation 12, 13 (2,808) (1,886)
Impairment 12 — (480)
Performance share plan 24 (108) (108)
Exceptional items 6 (333) (880)
Operating profit/(loss) 5 1,259 (4,269)

Gain on financial instruments 22 379 417
Finance costs 9 (810) (737)
Profit/(loss) before tax 828 (4,589)
Tax 10 (145) 1,392
Profit/(loss) for the year 683 (3,197)
Items that may be reclassified subsequently to profit or loss:

Exchange differences on translation of foreign operations (33) 31
Total comprehensive profit/(loss) for the year 650 (3,166)
Profit/(loss) for the year attributable to:

Owners of the Company 753 (3,016)
Non-controlling interest (70) (181)
Total comprehensive profit/(loss) for the year attributable to:

Owners of the Company 720 (2,985)
Non-controlling interest (70) (181)
Earning/(loss) per share (€) 11

From continuing operations
Basic 0.02 (0.06)
Diluted 0.02 (0.06)
50 GYG plc
OF FINANCIAL POSITION
As at 31 December 2019 2018
2019 €’000
Note ¤’000 Restated
ASSETS
Non-current assets
Goodwill 12 9,350 9,333
Other intangible assets 12 10,448 11,313
Property, plant and equipment 13 10,353 8,178
Other financial assets 25 144 1,605
Deferred tax assets 10 508 261
Total non-current assets 30,803 30,690
Current assets
Inventories 14 2,535 2,546
Trade and other receivables 15 8,656 8,107
Cash and cash equivalents 16 5,529 5,069
Total current assets 16,720 15,722
Total assets 47,523 46,412
LIABILITIES
Current liabilities
Trade, deferred income and other payables 19 (17,468) (16,763)
Obligations under finance leases 17 (1,571) (816)
Borrowings 17 (5,062) (4,384)
Provisions 20 (468) (349)
Derivative financial instruments 25 (14) (37)
Total current liabilities (24,583) (22,349)
Net current (liabilities)/assets (7,863) (6,627)
Non-current liabilities
Obligations under finance leases 17 (2,184) (1,139)
Borrowings 17 (4,915) (6,488)
Deferred tax liabilities 10 (2,555) (2,218)
Long-term provisions 20 (19) (819)
Other financial liabilities 22 — (547)
Other liabilities — (343)
Total non-current liabilities (9,673) (11,554)
Total liabilities (34,256) (33,903)
Net assets 13,267 12,509
EQUITY
Share capital 21 106 106
Share premium 7,035 7,035
Retained earnings 5,707 5,894
Translation reserve (70) (37)
Capital redemption reserve 114 114
Share based payment reserve 24 375 267
Equity attributable to owners of the Company 13,267 13,379
Non-controlling interest — 93
Put option reserve 22 — (963)
Total equity 13,267 12,509
These Consolidated financial statements were approved and authorised for issue by the Board of Directors on 21 July 2020 and were signed
on its behalf by:
REMY MILLOTT KEVIN MCNAIR

Chief Executive Officer Chief Financial Officer Registered Number: 10001363

OF CHANGES IN EQUITY
Share
Capital based Non- Put
Share Share Retained Translation redemption payment controlling option TOTAL
capital premium earnings reserves reserve reserve Total interests reserve EQUITY
¤’000 ¤’000 ¤’000 ¤’000 ¤’000 ¤’000 ¤’000 ¤’000 ¤’000 ¤’000
Balance at
31 December
2017 106 7,035 10,716 (68) 114 159 18,062 274 (963) 17,373
Effect of
change in
accounting
policy (note 2.2) — — (98) — — — (98) — — (98)
Adjusted
opening
balance 106 7,035 10,618 (68) 114 159 17,964 274 (963) 17,275
Dividend
distribution
(note 21) — — (1,708) — — — (1,708) — — (1,708)
Credit to
equity for
share based
payments — — — — — 108 108 — — 108
Transactions
with owners in
their capacity
of owners — — (1,708) — — 108 (1,600) — — (1,600)
Loss for
the year — — (3,016) 31 — — (2,985) (181) — (3,166)
Total
comprehensive
loss for the — — (3,016) 31 — — (2,985) (181) — (3,166)
year
Balance at
31 December
2018 106 7,035 5,894 (37) 114 267 13,379 93 (963) 12,509
Acquisition of
non-controlling
interest
(note 22) — — (940) — — — (940) (23) 963 —
Credit to
equity for
share based
payments — — — — — 108 108 — — 108
Transactions
with owners in
their capacity
of owners — — (940) — — 108 (832) (23) 963 108
Profit for
the year — — 753 (33) — — 720 (70) — 650
Total
comprehensive
income for
the year — — 753 (33) — — 720 (70) — 650
Balance at
31 December
2019 106 7,035 5,707 (70) 114 375 13,267 — — 13,267
52 GYG plc
C O N S O L I D AT E D C A S H F L O W S TAT E M E N T
For the year ended 31 December 2019 2018

2019 €’000
Note ¤’000 Restated
CASH FLOWS FROM OPERATING ACTIVITIES (I) 23 2,960 1,599
– Purchase of intangible assets (82) (47)

– Purchase of property, plant and equipment (739) (769)
– Proceeds from disposal of property, plant and equipment 92 7
CASH FLOWS USED IN INVESTING ACTIVITIES (II) (729) (809)
– Proceeds from obligations under finance leases — 191
– Proceeds from bank borrowings 2,925 2,317
– Repayment of obligations under finance leases (1,631) (871)
– Repayment of borrowings (2,927) (1,836)
– Payments to acquire shares from non-controlling interests (167) —
– Dividends paid to shareholders — (1,708)
CASH FLOWS USED IN FINANCING ACTIVITIES (III) (1,800) (1,907)
Effect of foreign exchange rate changes (IV) 29 (50)
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (I+II+III+IV) 460 (1,167)

Cash and cash equivalents at the beginning of the year 5,069 6,236
Cash and cash equivalents at the end of the year 5,529 5,069

N O T E S T O T H E C O N S O L I D AT E D
F I N A N C I A L S TAT E M E N T S
For the year ended 31 December 2019 The Group has applied the below practical expedients
permitted under the modified retrospective approach:
1. GENERAL INFORMATION
GYG plc (hereinafter the “Company”) was incorporated on • Exclude leases for measurement and recognition for
11 February 2016, as a private company limited by shares, as leases where the term ends within 12 months from date of
Dunwilco 2016 Limited under the United Kingdom Companies initial application.
Act 2006. Subsequently, on 21 May 2016, the Company’s
corporate name was changed to Global Yachting Group • Apply a single discount rate (incremental borrowing rate) to
Limited, on 25 May 2017 to GYG Limited, on 22 June 2017 the a portfolio of leases with similar characteristics, based on
Company re-registered as a public limited company and on current rates paid to comparable borrowings.
5 July 2017 the Company completed an Initial Public Offering
The impact on the balance sheet as of 1 January 2019 for the
(“IPO”) and was admitted to the AIM Market of the London
adoption of IFRS 16 is summarised as follows:
Stock Exchange. The address of the registered office is Cannon
Place, 78 Cannon Street, London EC4N 6AF, United Kingdom.
IFRS 16
The principal activity of the Group is superyacht painting, supply adoption effect
and maintenance, offering services globally through operations ¤’000
in the Mediterranean, northern Europe and the United States. Non-current assets: Property, plant
and equipment – Right of use asset 2,859
These consolidated financial statements are presented in Euro Current liabilities: Lease liabilities (758)
which is the currency of the primary economic environment Non-current liabilities: Lease liabilities (2,102)
in which the Group operates.
In 2018, the Group adopted the amendments to IFRSs issued
2. SIGNIFICANT ACCOUNTING POLICIES by the International Accounting Standards Board (IASB) and
2.1. Basis of preparation adopted by the European Union that are mandatory effective
These consolidated financial statements were prepared by the for an accounting period that begins on or after 1 January 2018,
Board of Directors in accordance with the application of International which mainly include “IFRS 15 – Revenue from contracts with
Financial Reporting Standards (IFRSs) as adopted by the European customers” and “IFRS 9 – Financial instruments”.
Union and the interpretations issued by the IFRS Interpretations
Committee (IFRS IC) and with those parts of the Companies Act • IFRS 9 “Financial instruments”. IFRS 9 is the IASB’s
2006 applicable to companies reporting under IFRS. replacement of IAS 39 Financial Instruments “Recognition and
Measurement”. This standard introduces a new expected loss
The consolidated financial statements have been prepared impairment model and limited changes to the classification
under the historical cost convention unless indicated otherwise and measurement requirements for financial assets. The Group
in the notes to the consolidated financial statements. has applied the simplified impairment approach for trade
receivables established by the standard, and has recognised a
The principal accounting policies adopted are set out below. loss allowance based on expected credit losses amounting to
€98 thousand at the date of the initial application.
2.2. Adoption of international financial reporting standards
In the current year, the Group has adopted the amendments to • IFRS 15 “Revenue from contracts with customers”. IFRS 15
IFRSs issued by the International Accounting Standards Board specifies how and when an IFRS reporter will recognise revenue.
(IASB) that are mandatory effective for an accounting period Given the characteristics of the existing contracts with customers
that begins on or after 1 January 2019, none of which has had a and once the five-step analysis established in the Standard has
significant effect on the results or net assets of the Group, been completed, the Group has concluded that its adoption has
except for the following: not had any material impact in these financial statements.
IFRS 16 “Leases” Standards in issue but not yet effective

IFRS 16 is the IASB’s replacement of IAS 17. Its application is The Group does not anticipate these standards in issue but not
effective for reporting periods beginning on or after January 1, yet effective to have a material impact on the results or net
2019, with early adoption permitted. IFRS 16 eliminates the assets of the Group.
classification of leases as either operating leases or finance leases
for a lessee. Leases are ‘capitalised’ by recognising the present 2.3. Going concern
value of the lease payments and showing them as a right-of- These financial statements have been prepared on a going concern
use asset either separately or together with property, plant and basis, which assumes the Group and parent company will continue
equipment (criteria applied by the Group). IFRS 16 replaces the to be able to meet their liabilities as they fall due, within 12 months
straight-line operating lease expense for those leases applying of the date of approval of these financial statements.
IAS 17 with a depreciation charge for the lease asset (included
within operating costs) and an interest expense on the lease The Group meets its day-to-day working capital requirements
liability (included within finance costs). The Group has applied from cash flows generated from operations and banking facilities.
the standard from its mandatory adoption date of 1 January The Group has committed banking facilities which are due to be
2019, using the modified retrospective approach and measuring repaid in March 2021 with a bullet payment of €4 million.
the asset at an amount equal to the present value of the
remaining lease payments discounted using an incremental In June 2020, following the COVID-19 pandemic, the Group
borrowing rate, adjusted by the amount of any prepaid or entered into additional new €3 million bank facilities with its
accrued lease payments and no adjustment has been registered existing banking Group. These new facilities have a grace
to the opening balances of retained earnings. period of 12 months, followed by 48 monthly instalments.
54 GYG plc
In addition, a waiver was received in relation to compliance exchange for control of the acquire. Acquisition-related costs
with financial covenants attached to the existing bank loans are recognised in profit or loss as incurred.
throughout the going concern assessment period. These
facilities were put in place to provide increased liquidity The acquirer’s identifiable assets, liabilities and contingent
headroom to operate following the COVID-19 pandemic and liabilities that meet the conditions for recognition under IFRS 3
coupled with operational cash flows to enable settlement of are recognised at their fair value at the acquisition date.
the existing bank facilities as they fall due.
2.6. Intangible assets
In evaluating the going concern assumption, the Group have Intangible assets acquired separately
prepared cash flow forecasts to December 2021, together with Intangible assets with finite useful lives that are acquired
sensitivity analyses. The Group considered the adequacy of separately are carried at cost less accumulated amortisation
the facilities in the light of the current and projected trading and accumulated impairment losses. Amortisation is
performance, and strong order book and are confident the recognised on a straight-line basis over their estimated useful
Group will continue to operate within its available facilities for economic lives. The estimated useful economic life and
the foreseeable future, including the settlement of the bullet amortisation method are reviewed at the end of each reporting
payment of the existing bank facilities. period, with the effect of any changes in estimate being
accounted for on a prospective basis. Intangible assets with
The forecasts include a number of material assumptions with indefinite useful economic lives that are acquired separately
regards to the duration or severity of the impact of the are carried at cost less accumulated impairment losses.
COVID-19 pandemic. Given the uncertainty at the time of the
publication, there is a risk that liquidity may not be in line with Computer software is valued at acquisition cost, amortisation
the sensitised forecasts and that further action will be is registered as a function of the useful economic life
necessary to ensure that sufficient liquidity will be available to determined between 3 and 5 years.
Goodwill
Given the information available, current trading and orders Goodwill arising in a business combination is recognised as an
being received, the Directors are confident that the forecasts asset at the date that control is acquired (the acquisition date).
will be met, and sufficient liquidity will be available to meet Goodwill is measured as the excess of the sum of the
liabilities as they fall due, including the bullet payment on the consideration transferred, the amount of any non-controlling
existing bank facilities, and therefore believe it is appropriate interest in the acquisition and the fair value of the acquirer’s
to prepare the financial statements on a going concern basis. previously held equity interest (if any) in the entity over the net
However, if the impact of the COVID-19 pandemic were to be of the acquisition-date fair value of the identifiable assets
more severe with more significant impacts on operations the acquired and the liabilities assumed.
Group may not have sufficient cash resources to meet its
Goodwill is not amortised but is reviewed for impairment at
liabilities as they fall due, which indicates the existence of a
least annually. For the purpose of impairment testing, goodwill
material uncertainty which may cast significant doubt for the
is allocated to each of the Group’s cash-generating units
Group and parent company with regards to their ability to
(‘‘CGUs’’) expected to benefit from the synergies of the
continue as a going concern. The financial statements do not
combination. CGUs to which goodwill has been allocated are
include the adjustment that would result if the Group and
tested for impairment annually, or more frequently when there
parent company were unable to continue as a going concern.
is an indication that the unit may be impaired. If the recoverable
2.4. Basis of consolidation amount of the CGU is less than the carrying amount of the unit,
The Group financial statements incorporate the financial the impairment loss is allocated first to reduce the carrying
statements of the Company and enterprises controlled by the amount of any goodwill allocated to the unit and then to the
Company (and its subsidiaries) made up to 31 December each period. other assets of the unit pro rata on the basis of the carrying
amount of each asset in the unit. An impairment loss recognised
Control is achieved where the Company has the power to for goodwill is not reversed in a subsequent period.
govern the financial and operating policies of an investee
entity so as to obtain benefits from its activities. On disposal of a subsidiary, the attributable amount of goodwill
is included in the determination of the profit or loss on disposal.
The results of subsidiaries acquired or disposed of during the
period are included in the consolidated statement of Intangible assets acquired in a business combination
comprehensive income from the effective date of acquisition or Intangible assets acquired in a business combination and recognised
up to the effective date of disposal, as appropriate. Where separately from goodwill are initially recognised at their fair value
necessary, adjustments are made to the financial information of at the acquisition date (which is regarded as their cost).
subsidiaries to bring the accounting policies used into line with
those used by the Group. All intra-group transactions, balances, Subsequent to initial recognition, intangible assets acquired in
income and expenses are eliminated on consolidation process. a business combination are reported at cost less accumulated
amortisation and accumulated impairment losses, on the same
2.5. Business combinations basis as intangible assets that are acquired separately.
Acquisitions of subsidiaries and businesses are accounted for
using the acquisition method. The consideration for each Order backlog has an estimated useful economic life of less
acquisition is measured as the aggregate of the fair values (at than one year. Customer relationships and brands have an
the date of exchange) of assets given, liabilities incurred or estimated useful economic life of 15 years.
assumed, and equity instruments issued by the Group in

F I N A N C I A L S T A T E M E N T S (CO NTI N U ED)
2.6. Intangible assets (continued) From 1 January 2019, leases are recognised as a right-of-use asset
Derecognition of intangible assets and a corresponding liability at the date at which the leased asset
An Intangible asset is derecognised on disposal, or when no is available for use by the Group. Assets and liabilities arising from
future economic benefits are expected from use or disposal. a lease are initially measured on a present value basis.
Gains or losses arising from de-recognition of an intangible
asset, measured as the difference between the net disposal The lease payments are discounted using the interest rate
proceeds and the carrying amount of the asset, are recognised implicit in the lease. If that rate cannot be readily determined,
in profit or loss when the asset is derecognised. which is generally the case for leases in the Group, the Group’s
incremental borrowing rate is used, being the rate that it would
2.7. Revenue recognition have to pay to borrow the funds necessary to obtain an asset
The Group recognises revenue based on the consideration to of similar value to the right-of-use asset in a similar economic
which the Group expects to be entitled in a contract with a environment with similar terms, security and conditions.
customer and following the five-step model defined by the IFRS 15:
Right-of-use assets are generally depreciated over the shorter of
• Step 1: Identify the contract with a customer the asset’s useful life and the lease term on a straight-line basis.
• Step 2: Identify the performance obligations in the contract Until 31 December 2018, leases were classified as finance leases
whenever the terms of the lease transferred substantially all
• Step 3: Determine the transaction price the risks and rewards of ownership to the Group. All other
leases were classified as operating leases.
• Step 4: Allocate the transaction price to the performance
obligations in the contracts Assets held under finance leases were recognised as assets of
the Group at their fair value or, if lower, at the present value of the
• Step 5: Recognise revenue when (or as) the entity satisfies a
minimum lease payments, each determined at the inception of
performance obligation
the lease. The corresponding liability to the lessor was included
in the balance sheet as obligations under finance leases.
The Group recognises revenue from the following activities:
Rentals payable under operating leases were charged to the
Rendering of services
consolidated statement of comprehensive income on a straight-
Revenue is recognised for these services based on the stage of
line basis over the term of the relevant lease except where another
completion. The directors have assessed that the stage of
more systematic basis is more representative of the time pattern
competition of a contract is determined as follows:
in which economic benefits from the lease asset are consumed.
• Revenue is recognised by reference to the stage of
2.9. Exceptional items
completion of the refit or new build project, determined as
Certain items are presented in the Consolidated Statement of
the proportion of the total time expected on the project that
Comprehensive Income as exceptional where, in the judgement
has elapsed at the end of the reporting period;
of the Directors, by virtue of their nature, size or incidence, in
• revenue from time and material contracts is recognised at order to obtain a clear and consistent presentation of the
the contractual rates as labour hours and direct expenses are Group’s underlying business performance they need to be
incurred; and disclosed separately. These are items that fall outside the
normal day to day operations of the business and the Directors
• servicing fees included in the price of products sold are believe are unlikely to ever occur again. Examples of items
recognised by reference to the proportion of the total cost which may give rise to disclosure as exceptional items include
of providing the servicing for the product sold. restructuring costs if the restructuring involves a fundamental
change to the Group’s business model and transaction fees if
This input method is an appropriate measure of the progress the transaction involves a significant change to the structure or
towards complete satisfaction of the performance obligations investment case for the Group. See note 6 for further details.
established in the contract under IFRS 15.
2.10. Adjusted EBITDA
Sale of goods Adjusted Earnings before Interest, Taxation, Depreciation and
The Group sells maintenance materials, consumables, spare Amortisation (“Adjusted EBITDA”) is a non-IFRS measure used
parts and equipment to customers through its retail outlets as by Directors to assess the operating performance of the Group.
well as shipping products. For sales of such products to retail
customers, revenue is recognised when control of goods has The “Adjusted EBITDA” is also used as a metric to determine
transferred, being at the point the customer purchases the management remuneration as well as being measured within
goods at the retail outlet or when the goods have been shipped the financial covenants calculations.
to the specific location.
“Adjusted EBITDA” is defined as operating profit before
2.8. Leases depreciation and amortisation, impairment, performance share
The Group leases various offices, warehouses and equipment. plan and exceptional items.
As indicated in note 2.2 above, the Group has adopted IFRS 16 As a non-IFRS measure, the Company’s calculation of “Adjusted
Leases retrospectively from 1 January 2019, but has not restated EBITDA” may be different from the calculation used by other
comparatives for the 2018 reporting year, as permitted under companies and therefore comparability may be limited.
the specific transition provisions in the standard.
56 GYG plc
2.11. Foreign currency Deferred tax is calculated at the tax rates that are expected
For the purpose of presenting these financial statements, the to apply in the period when the liability is settled or the asset
assets and liabilities of the Group’s foreign operations are is realised based on tax laws and rates that have been enacted
translated at exchange rates prevailing on the balance sheet or substantively enacted at the balance sheet date. Deferred
date. Income and expense items are translated at the average tax is charged or credited in the consolidated statement of
exchange rates for the period, unless exchange rates fluctuate comprehensive income, except when it relates to items charged
significantly during that period, in which case the exchange rates or credited in other comprehensive income, in which case the
at the date of transactions are used. deferred tax is also dealt with in other comprehensive income.
At each period end date, monetary assets and liabilities that are Deferred tax assets and liabilities are offset when there is a
denominated in foreign currencies are re-translated at the rates legally enforceable right to set off current tax assets against
prevailing on the period end date. Non-monetary assets and current tax liabilities and when they relate to income taxes
liabilities carried at fair value that are denominated in foreign levied by the same taxation authority and the Group intends to
currencies are translated at the rates prevailing at the date when settle its current tax assets and liabilities on a net basis.
the fair value was determined. Gains and losses arising on
retranslation are included in net profit or loss for the period, 2.13. Property, plant and equipment
except for exchange differences arising on non-monetary assets Property, plant and equipment are stated at cost less
and liabilities, except for exchange differences arising on changes accumulated depreciation and any recognised impairment loss.
in fair value of non-monetary assets and liabilities that are
recognised directly in equity. Depreciation is recognised so as to write off the cost of assets
(other than land and assets under construction) less their
2.12. Taxation residual values over their useful economic lives, using the
The tax expense represents the sum of the tax currently straight-line method in the following bases:
payable and deferred tax.
Useful economic
2.12.1. Current Tax lives (years)
The tax currently payable is based on taxable profit for the
period. Taxable profit differs from net profit as reported in the Property 10–33
consolidated statement of comprehensive income because it
excludes items of income or expense that are taxable or Plant and equipment 3–10
deductible in other periods and it further excludes items that Other plant, tools and furniture 4–10
are never taxable or deductible. The Group’s liability for current
tax is calculated using tax rates that have been enacted or Other tangible assets 3–20
substantively enacted by the balance sheet date.
The estimated useful economic lives, residual values and
The Spanish subsidiaries Group companies, are included in depreciation method are reviewed at the end of each reporting
a consolidated tax return within fiscal Group under period, with the effect of any changes in estimate accounted
Spanish regulation. for on a prospective basis.
2.12.2. Deferred Tax Assets held under finance leases are depreciated over their
Deferred tax is the tax expected to be payable or recoverable expected useful lives on the same basis as owned assets. However,
on differences between the carrying amounts of assets and when there is no reasonable certainty that ownership will be
liabilities in the financial statements and the corresponding tax obtained by the end of the lease term, assets are depreciated
bases used in the computation of taxable profit, and is over the shorter of the lease term and their useful lives.
accounted for using the balance sheet liability method. Deferred
tax liabilities are generally recognised for all taxable temporary The gain or loss arising on the disposal or retirement of an item
differences and deferred tax assets are recognised to the extent of property, plant and equipment is determined as the
that it is probable that taxable profits will be available against difference between the sales proceeds and the carrying
which deductible temporary differences can be utilised. amount of the asset and is recognised in profit or loss.
Such assets and liabilities are not recognised if the temporary 2.14. Impairment of tangible and intangible assets excluding
difference arises from the initial recognition of goodwill or goodwill
from the initial recognition (other than in a business At each balance sheet date, the Group reviews the carrying
combination) of other assets and liabilities in a transaction that amounts of its tangible and intangible assets to determine
affects neither the taxable profit nor the accounting profit. whether there is any indication that those assets have suffered
an impairment loss. If any such indication exists, the recoverable
Deferred tax liabilities are recognised for taxable temporary amount of the asset is estimated to determine the extent of the
differences arising on investments except where the Group is impairment loss (if any). Where the asset does not generate
able to control the reversal of the temporary difference and it cash flows that are independent from other assets, the Group
is probable that the temporary difference will not reverse in the estimates the recoverable amount of the cash-generating unit
foreseeable future. to which the asset belongs.
The carrying amount of deferred tax assets is reviewed at each An intangible asset with an indefinite useful life is tested for
balance sheet date and reduced to the extent that it is no impairment at least annually and whenever there is an
longer probable that sufficient taxable profits will be available indication that the asset may be impaired.
to allow all or part of the asset to be recovered.

2.14. Impairment of tangible and intangible assets excluding recognised initially at the amount of consideration that is
goodwill (continued) unconditional, unless they contain significant financing
Recoverable amount is the higher of fair value less costs to sell components, when they are recognised at fair value.
and value in use. In assessing value in use, the estimated future
cash flows are discounted to their present value using a pre-tax The Group holds trade and other receivables with the objective
discount rate that reflects current market assessments of the of collecting the contractual cash flows and therefore measures
time value of money and the risks specific to the asset for which them subsequently at amortised cost using the effective
the estimates of future cash flows have not been adjusted. interest method.
If the recoverable amount of an asset (or cash-generating unit) The effective interest method is a method of calculating the
is estimated to be less than its carrying amount, the carrying amortised cost of a debt instrument and of allocating interest
amount of the asset (or cash-generating unit) is reduced to its income over the relevant period. The effective interest rate is
recoverable amount. An impairment loss is recognised the rate that exactly discounts estimated future cash receipts
immediately in profit or loss. (including all fees and points paid or received that form an
integral part of the effective interest rate, transaction costs and
2.15. Inventories other premiums or discounts) through the expected life of the
Inventories are stated at the lower cost and net realisable debt instrument, or, where appropriate, a shorter period, to the
value. Costs of inventories are determined on weighted average net carrying amount on initial recognition.
price basis. Net realisable value represents the estimated
selling price for inventories less all estimated costs of 2.18. Cash and cash equivalents
completion and costs necessary to make the sale. Cash and cash equivalents comprise cash and short-term bank
deposits with an original maturity of three months or less. The
2.16. Provisions carrying amount of these assets is equal to their fair value.
Provisions are recognised when the Group has a present
obligation (legal or constructive) as a result of a past event, it 2.19. Loans and receivables – long term
is probable that the Group will be required to settle that Loans and receivables – long term are non-derivative financial
obligation and a reliable estimate can be made of the amount assets with fixed or determinable payments that are not
of the obligation. quoted in an active market. Loans and receivables are measured
at amortised cost using the effective interest method, less any
The amount recognised as a provision is the best estimate of impairment. Interest income is recognised by applying the
the consideration required to settle the present obligation at effective interest rate.
the balance sheet date, taking into account the risks and
uncertainties surrounding the obligation. Where a provision is Financial liabilities
measured using the cash flows estimated to settle the present Financial liabilities (including borrowings and trade and other
obligation, its carrying amount is the present value of those payables) are subsequently measured at amortised cost using
cash flows. the effective interest method.
When some or all of the economic benefits required to settle Derivative financial instruments
a provision are expected to be recovered from a third party, The Group enters into interest rate swaps to manage its
a receivable is recognised as an asset if it is virtually certain exposure to interest rate and foreign exchange rates risks.
that reimbursement will be received and the amount of the
receivable can be measured reliably. Derivatives are initially recognised at fair value at the date
derivative contracts are entered into and are subsequently
2.17. Financial assets remeasured to their fair value at the end of each reporting
The Group classifies its financial assets as those to be measured period. The resulting gain or loss is recognised in profit or loss
at amortised cost. immediately.
Recognition and derecognition Fair value measurement

Sales of financial assets are recognised when the Group commits All financial instruments for which fair value is measured or
to purchase or sell the asset. Financial assets are derecognised disclosed in the financial statements are categorised within the
when the rights to receive cash flows from the financial assets fair value hierarchy, described as follows:
have expired or have been transferred and the Group has
transferred substantially all the risks and rewards of ownership. • Level 1 fair value measurements are those derived from quoted
prices (unadjusted) in active markets for identical assets or
Measurement liabilities;
At initial recognition, the Group measures a financial asset at its
fair value. Transaction costs that are directly attributable to the • Level 2 fair value measurements are those derived from inputs
acquisition of the financial asset are included in the fair value other than quoted prices included within Level 1 that are
initial assessment of fair value. observable for the asset or liability, either directly or indirectly;
and
Trade and other receivables
Trade receivables are amounts due from customers for goods • Level 3 fair value measurements are those derived from
sold or services performed in the ordinary course of business. valuation techniques that include inputs for the asset or
They are generally due for settlement within 30 days and liability that are not based on observable market data
are therefore all classified as current. Trade receivables are (unobservable inputs).
58 GYG plc
2.20. Related party transactions 3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY

The Group performs all its transactions with related parties on SOURCES OF ESTIMATION UNCERTAINTY
an arm’s length basis. The Group carries out all its related-party In the application of the Group’s accounting policies, which are
transactions (financial, commercial or otherwise) by setting described in note 2, the Directors are required to make judgements,
transfer prices stipulated by the OECD to regulate transactions estimates and assumptions about the carrying amounts of
with subsidiaries. assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based
2.21. Consolidated cash flow statements on historical experience and other factors that are considered
In these financial statements cash and cash equivalents comprise to be relevant. Actual results may differ from these estimates.
cash and short-term bank deposits with an original maturity of
three months or less, net of outstanding bank overdrafts. The The estimates and underlying assumptions are reviewed on
carrying amount of these assets is approximately equal to their an ongoing basis. Revisions to accounting estimates are
fair value. recognised in the period in which the estimate is revised if the
revision affects only that period, or in the period of the revision
The consolidated cash flow statements have been prepared and future periods if the revision affects both current and
using the indirect method and the terms used are defined future periods.
as follows:
3.1 Critical judgements in applying the Group’s accounting
• Cash flows: inflows and outflows of cash and cash policies
equivalents, which are short-term, highly liquid investments The following are the critical judgements, apart from those
that are subject to an insignificant risk of changes in value. involving estimations (which are dealt with separately below),
that the Directors have made in the process of applying the
• Operating activities: the principal revenue-producing Group’s accounting policies and that have the most significant
activities of the entities composing the consolidated Group effect on the amounts recognised in the financial statements.
and other activities that are not investing or financing
activities. 3.1.1 Revenue recognition
Revenue from contracts to provide services is recognised by
• Investing activities: the acquisition and disposal of reference to the stage of completion of the contract,
long-term assets and other investments not included in cash determined as the proportion of the total labour hours
and cash equivalents, if they have a direct impact on current expected to provide the service that have elapsed at the end of
cash flows. the reporting period. This requires the Directors to estimate
labour hours to complete, based on the Company’s experience
• Financing activities: activities that result in changes in the
and professional judgement.
size and composition of the equity and liabilities that are not
operating activities, if they have a direct impact on current 3.2 Key sources of estimation uncertainty
cash flows. The key assumptions concerning the future, and other key
sources of estimation uncertainty at the reporting period that
2.22. Share-based payments
may have a significant risk of causing a material adjustment to
Equity-settled share-based payments to employees and other
the carrying amounts of assets and liabilities within the next
entities are measured at the fair value of the equity instruments
financial year, are discussed below:
at the grant date. The fair value excludes the effect of
non-market vesting conditions. Details regarding the 3.2.1 Impairment of goodwill
determination of the fair value of equity-settled share-based Determining whether goodwill is impaired requires an
payments are set out in note 24. estimation of the value in use of the cash-generating units to
which goodwill has been allocated. The value in use calculation
The fair value determined at the grant date of the
requires the Directors to estimate the future cash flows
equity-settled share-based payments is expensed on a
expected to arise from the cash-generating unit and a suitable
straight-line basis over the vesting period, based on the
discount rate in order to calculate present value.
Group’s estimate of equity instruments that will eventually
vest. At each balance sheet date, the Group revises its estimate
of the number of equity instruments expected to vest as a
result of the effect of non-market-based vesting conditions.
The impact of the revision of the original estimates, if any, is
recognised in profit or loss such that the cumulative expense
reflects the revised estimate, with a corresponding adjustment
to equity reserves.
Equity-settled share-based payment transactions with parties

other than employees are measured at the fair value of the
services received, except where the fair value cannot be
estimated reliably, in which case they are measured at the fair
value of the equity instruments granted, measured at the date
the counterparty renders the service.

4. SEGMENT INFORMATION
The Groups reportable segments are determined by the internal reporting regularly provided to the Group’s Chief Operating
Decision Maker. The Chief Operating Decision Maker, who is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the Board of Directors.
The Board of Directors has determined that, based on the Group’s management and internal reporting structure, the Group
has two reportable segments, Coatings – the provision of painting and other finishing services to yachts and superyachts and
Supply – the distribution of yachting supplies to trade and other customers.
Any transaction between reportable segments is performed on an arm’s length basis.
4.1. Business segments

Segment information about the above businesses is presented below for the year ended 31 December 2019 and 2018:
Year ended 31 December 2019

Total reportable
Coating Supply segments
¤’000 ¤’000 ¤’000
Revenue 53,718 10,109 63,827
Gross profit 12,731 2,254 14,985
Adjusted EBITDA 3,628 880 4,508
Depreciation and amortisation (2,808)
Performance share plan (108)
Exceptional items (333)
Operating profit 1,259
Gain on financial instruments 379
Finance costs (810)
Profit before tax 828

Total reportable
¤’000 ¤’000 ¤’000
Revenue 35,458 9,506 44,964
Gross profit 5,990 2,050 8,040
Adjusted EBITDA (1,460) 545 (915)
Depreciation and amortisation (1,886)
Impairment (480)
Performance share plan (108)
Exceptional items (880)
Operating Loss (4,269)
Gain on financial instruments 417
Finance costs (737)
Loss before tax (4,589)
Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
At 31 December 2019 and 2018 the Group has the following specific assets allocated to the business segments:
31 December 2019
Total reportable
¤’000 ¤’000 ¤’000
Goodwill 8,502 848 9,350
Trade and other receivables 7,493 1,163 8,656
Trade, deferred income and other payables (14,041) (3,427) (17,468)
60 GYG plc
31 December 2018 restated

Coating Total reportable
restated Supply segments restated
¤’000 ¤’000 ¤’000
Goodwill 8,485 848 9,333
Trade and other receivables 7,080 1,027 8,107
Trade, deferred income and other payables (13,336) (3,427) (16,763)
Details of the restatement of trade and other receivables is set out in note 29.
Assets, including PPE and certain intangibles, are used across the Group and are not, therefore, attributable to any specific segment.
4.2. Geographical location

Revenues from external customers attributed to the Group’s country of domicile and attributed to foreign countries from which
the Group derives revenue is presented below.
¤’000 €’000
Spain 31,434 27,187
United Kingdom 128 1,422
Rest of Europe 23,659 8,225
Rest of the World 8,606 8,130
63,827 44,964
At 31 December 2019 the Group has non-current assets allocated to Europe and “Rest of the World” for an amount of €28,591
thousand and €2,212 thousand, respectively (€28,647 thousand and €2,043 thousand, respectively, at 31 December 2018).
4.3. Information about major customers

For the year ended 31 December 2019 there was one relevant customer whose revenues contributed 10% or more to the Group’s
revenue, related to the coating segment and representing a total amount of €7,636 thousand. There were no revenues from
transactions with individual customers which contribute 10% or more to the Group’s revenue for the year ended 31 December 2018.
5. OPERATING PROFIT/(LOSS)
Operating profit/(loss) has been arrived at after charging:
¤’000 €’000
Net foreign exchange losses 27 (11)
Depreciation of property, plant and equipment (1,861) (897)
Amortisation of intangible assets (947) (989)
Leases (see note 18) (285) (903)
Gain/(losses) on disposals 209 (15)
Impairment on intangible assets — (480)
Impairment on trade receivables (76) (25)
Cost of materials (12,776) (10,256)
Staff costs (see note 8) (20,678) (18,848)
6. EXCEPTIONAL ITEMS
The following table provides a breakdown of exceptional items:
¤’000 €’000
Transaction fees — (127)
Restructuring costs (333) (753)
(333) (880)
Restructuring costs for the year 2019 and 2018 were part of a group-wide cost saving plan which includes redundancies and other
costs associated for reorganisation and restructuring of some departments.
Transaction fees for the year 2018 are mainly related to professional fees in relation to an aborted transaction.
The tax effect of the above exceptional costs amounts to €72 thousand for the year ended 31 December 2019 (€183 thousand for
the year ended 31 December 2018).

7. AUDITOR’S REMUNERATION
¤’000 €’000
Fees payable to the Company’s auditor for the audit of the Parent Company
and consolidated financial statements 75 123
Fees payable to the Company’s auditor for the audit of company’s subsidiaries 108 40
Fees payable to the Company’s auditor for other services:
Other related assurance services 51 47
Other non-audit services 21 36
255 246
8. STAFF COSTS
The average number of employees (including Executive Directors) was:

Senior Management 13 12
Sales & Administration 81 97
Production 296 294
390 403
Their aggregate remuneration comprised:

¤’000 €’000
Wages 16,697 15,248
Social security costs 3,981 3,600
20,678 18,848
Directors’ emoluments:

¤’000 €’000
Directors’ emoluments
Salaries, fees and bonus (*) 1,136 808
Performance share plan costs 88 83
Highest paid Director
Salaries, fees and bonus 359 258
Performance share plan costs 48 33
(*) During the year ended 31 December 2019, as a consultant, Kevin McNair also received payment of €121,900 in respect of his
role as Interim Chief Financial Officer.
The performance share plan costs detailed in the above table correspond to the expense registered during the year. No share
options have been exercised in 2019 and 2018.
Further information about the remuneration of individual directors is provided in the audited part of the Directors’ Remuneration Report.
9. FINANCE COSTS – NET

¤’000 €’000
Interest on bank overdrafts and loans 331 288
Unwinding of capitalised loan issue costs (note 17) 305 287
Interest on obligations under leases 83 61
Other financial costs – net 91 101
810 737
62 GYG plc
10. TAX
10.1. Tax recognised in profit or loss
¤’000 €’000
Corporation Tax
Current year (55) (74)
Prior years — 75
(55) 1
Deferred tax
Timing differences 157 428
Tax losses (247) 963
(90) 1,391
(145) 1,392
Spanish Corporation tax is calculated at 25% of the estimated taxable profit for the year. Taxation for other jurisdictions is calculated
at the rates prevailing in the respective jurisdictions.
The income tax expense for the year can be reconciled to the accounting profit/(loss) as follows:

¤’000 €’000
Profit/(Loss) before tax from continuing operations 828 (4,589)
Tax at the Spanish corporation tax rate (25%) (207) 1,147
Overseas tax differences 6 52
Tax effect of incomes/(expenses) that are not considered in determining
tax profit 3 39
Utilisation of previously unrecognised losses 82 32
Other differences (29) 122
(145) 1,392
10.2. Deferred tax balances

The following is an analysis of deferred tax assets/(liabilities) presented in the consolidated statement of financial position:
31 December 2019
Recognised
Opening in profit Closing
Balance or loss Other Balance
Property, plant & equipment 114 (40) — 74

Tax losses 1,471 (247) — 1,224
Intangible and tangible assets (3,542) 197 — (3,345)
Net (1,957) (90) — (2,047)
Deferred tax assets 261 (25) 272 508
Deferred tax liabilities (2,218) (65) (272) (2,555)

10.2. Deferred tax balances (continued)
31 December 2018
Recognised
Opening in profit Closing
Balance or loss Other Balance
Property, plant & equipment 93 18 3 114

Tax losses 508 963 — 1,471
Intangible and tangible assets (3,952) 410 — (3,542)
Net (3,351) 1,391 3 (1,957)
Deferred tax assets 601 27 (367) 261
Deferred tax liabilities (3,952) 1,364 370 (2,218)
The deferred tax assets have been offset against the deferred tax liabilities recognised in the same tax jurisdictions that are
expected to unwind against the same taxable income. Deferred tax assets are calculated at the existing tax rates for the specific
jurisdiction where the losses have occurred.
Losses in Spain can be carried forward for ten years, subject to certain restrictions. The losses associated with the deferred tax
assets all relate to losses incurred in Spain and will expire as set out in the following table.

¤’000 €’000
Between two and five years — 13
More than five years 1,224 1,458
1,224 1,471
10.3. Unrecognised deductible temporary differences, unused tax losses and unused tax credits
¤’000 €’000
Tax losses 251 314
251 314
11. EARNINGS/(LOSS) PER SHARE

From continuing operations
Adjusted basic earnings/(losses) are presented to eliminate the effect of the exceptional items, amortisation and impairment of
intangible assets, gains on financial instruments and performance share plan costs (considering the tax effect of these adjustments):

¤’000 €’000
Earnings/(losses) attributable to shareholders 753 (3,016)
Amortisation and impairment of intangible assets and depreciation

of tangible assets 2,808 1,886
Performance share plan 108 108
Exceptional items 333 880
Tax effect of above adjustments (1,056) (827)
Adjusted basic earnings/(losses) 2,946 (969)
Basic earnings/(losses) per share are calculated by dividing net loss for the year attributable to the Group (i.e. after tax and
non-controlling interests) by the weighted average number of shares outstanding during that year.
Diluted losses per share have been calculated on a similar basis taking into account dilutive potential shares under the agreements
disclosed in note 24.
64 GYG plc

Earnings/(losses) for the year attributable to shareholders (€000) 753 (3,016)

Weighted average number of shares 46,640,000 46,640,000
Basic earnings/(losses) per share (€) 0.02 (0.06)
Adjusted basic earnings/(losses) per share (€) 0.06 (0.02)
Dilutive weighted average number of shares 47,777,975 47,364,350
Diluted earnings/(losses) per share (€) 0.02 (0.06)
Adjusted diluted earnings/(losses) per share (€) 0.06 (0.02)
12. GOODWILL AND INTANGIBLE ASSETS

Goodwill
Goodwill
¤’000
Cost
At 1 January 2018 9,292
Exchange differences 41
At 31 December 2018 9,333
Exchange differences 17
Carrying amount
At 1 January 2018 9,292
Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units (CGUs) or group of units that
are expected to benefit from that business combination. The carrying amount of goodwill has been allocated as follows:

¤’000 €’000
Coating 8,502 8,485
Supply 848 848
9,350 9,333

12. GOODWILL AND INTANGIBLE ASSETS (CONTINUED)
Other intangible assets
Customer relationships,
brands and backlog Software Total
¤’000 ¤’000 ¤’000
Cost
At 1 January 2018 15,216 154 15,370
Additions 6 41 47
Transfers 11 25 36
At 31 December 2018 15,233 220 15,453
Additions — 82 82
At 31 December 2019 15,233 302 15,535
Accumulated amortisation
At 1 January 2018 2,555 95 2,650
Charge for the year 957 32 989
Transfers — 21 21
Impairment 480 — 480
At 31 December 2018 3,992 148 4,140
Charge for the year 923 24 947
At 31 December 2019 4,915 172 5,087
Carrying amount
At 31 December 2019 10,318 130 10,448
At 31 December 2018 11,241 72 11,313
At 1 January 2018 12,661 59 12,720
During the previous year, and as consequence of a Group’s brand rationalisation, an impairment of a brand acquired in France
was recognised amounting to €480 thousand.
Impairment reviews
The Group performs an annual impairment review for goodwill and other intangible assets, or more frequently if there are indications
that these might be impaired.
Testing is carried out by allocating the carrying value of these assets to cash-generating units (CGUs) and determining the recoverable
amounts of those CGUs. The recoverable amount is the higher of the fair value minus the costs of selling and its value in use. Value in
use calculations are based on cash-flow discounting methods.
The discounted cash-flows are calculated based on 3-year projections of the budgets approved by the Board of Directors. These cash-
flows consider past experience and represent the best estimate of management on future market developments and Group performance.
The key assumptions for determining the value in use include the pre-tax discount rate, which has been estimated at 16.25% for the
goodwill registered for each of the Coating and Supply segments (and at 17,25% for ACA Marine, SAS) and a long-term growth rate of
3.0% per cent. These estimates, including the methodology used, may have a significant impact on the registered values and impairment
losses. Management has concluded that the estimated growth rate used does not exceed the average long-term growth rate for the
relevant markets where the Group operates (Europe and USA). Following the impact of the COVID-19 pandemic over the past several
months, Management are comfortable that these assumptions are still reasonable.
The Group has conducted an analysis of the sensitivity of the impairment test to changes in the key assumptions used to determine
the recoverable amount for each of the Group of CGUs to which goodwill and other intangible assets are allocated.
As part of this scenario analyses, the Directors considered the impact on the recoverable amounts of the assets based upon the
following changes to the two key assumptions set out above for both of the periods under review:
• Long-term growth rate: reduced from 3.0% to 2.0%
• Pre-tax discount rate: increased from 16.25% to 20.0%
Under none of these scenarios did the recoverable amounts fall below or anywhere near the carrying value of the assets. As a result
of this analysis, the Directors believe that any reasonably possible change in the key assumptions would not cause the aggregate
carrying amount to exceed the aggregate recoverable amount of the related CGUs.
66 GYG plc
13. PROPERTY, PLANT & EQUIPMENT

Other plant, Other
Plant and tools and tangible
Property equipment furniture assets Total
¤’000 ¤’000 ¤’000 ¤’000 ¤’000
Cost
At 1 January 2018 2,613 1,664 3,410 9,667 17,354
Additions — 275 239 240 754
Disposals — — — (40) (40)
Transfers — — (36) — (36)
Exchange differences — 12 — 3 15
At 31 December 2018 2,613 1,951 3,613 9,870 18,047
Additions 57 258 267 157 739
IFRS 16 – Right of use assets – Additions (note 2.2) 3,380 — — — 3,380
Disposals (108) (1) (136) (32) (277)
Exchange differences — 3 (1) 1 3
At 31 December 2019 5,942 2,211 3,743 9,996 21,892
Accumulated depreciation
At 1 January 2018 957 1,039 2,569 4,437 9,002
Charge for the year 72 156 183 486 897
Disposals — — — (22) (22)
Transfers — — (21) — (21)
Exchange differences — 12 — 1 13
At 31 December 2018 1,029 1,207 2,731 4,902 9,869
Charge for the year 85 182 176 496 939
IFRS 16 – Right of use assets – Charge (note 2.2) 922 — — — 922
Disposals (57) — (104) (32) (193)
Exchange differences — 2 — — 2
At 31 December 2019 1,979 1,391 2,803 5,366 11,539
Carrying amount
At 31 December 2019 3,963 820 940 4,630 10,353
At 31 December 2018 1,584 744 882 4,968 8,178
At 1 January 2018 1,656 625 841 5,230 8,352
Property, plant and equipment consists of different categories of tangible assets which are used across the Group in the delivery
of goods and services. Other tangible assets consist primarily of scaffolding equipment.
The main additions for the year ended 31 December 2019 and 2018 correspond to the acquisition of machinery and other equipment.
It is the Group’s policy to formalise insurance policies as necessary to cover the risks which might affect its property, plant and
equipment. For the year ended 31 December 2019, all such risks were fully covered.
Leases
This note provides information for the leases where the Group is a lease. The amounts recognised in the balance sheet are as
follows:
31 December 2019
¤’000
Non-current assets: Property, plant and equipment – Right of use asset 2,457
Current liabilities: Lease liabilities (1,571)
Non-current liabilities: Lease liabilities (2,184)
In the previous year, the Group only recognised lease assets and lease liabilities in relation to leases that were classified as ‘finance
leases’ under IAS 17 Leases. The assets were presented in property, plant and equipment. For adjustments recognised on adoption
of IFRS 16 on 1 January 2019, please refer to note 2.2. The incremental borrowing rate used in these calculations was 2.0%.
As of 31 December 2018, the Group had assets under finance leases by €3,191 thousand.

14. INVENTORIES
¤’000 €’000
Raw materials 187 109
Goods for resale 2,348 2,437
2,535 2,546
The cost of inventories recognised as an expense during the year amounted to €16,183 thousand (€10,269 thousand in 2018).
15. TRADE AND OTHER RECEIVABLES

31 December 2018
31 December 2019 Restated
¤’000 €’000
Trade receivables 6,561 5,191
Contract assets 1,128 1,378
Other receivables 310 576
Tax receivables 657 962
8,656 8,107
Prior year numbers have been restated. A detailed explanation is set out in note 29.
Trade and other receivables are all current and any fair value difference is not material. Trade receivables are considered past
due once they have passed their contracted due date.
Amounts invoiced to customers are due in 30 days. The Group recognises an allowance for doubtful debts of 100% against
those receivables overdue that after a specific analysis are considered not recoverable.
Trade receivables disclosed above include amounts (see below for aged analysis) which are past due at the reporting date but
against which the Group has not recognised an allowance for doubtful receivables because there has not been a significant
change in credit quality of the customers and the amounts are still considered recoverable.
The Group does not hold any collateral or other credit enhancements over any of its trade receivables nor does it have a legal
right of offset against any amounts owed by the Group to the counterparty.
Amounts receivable from customers can be analysed as follows:

¤’000 €’000
Amount receivable not past due 4,352 3,641
Amount receivable past due but not impaired 2,209 1,550
Amount receivable impaired (gross) 222 146
Less impairment (222) (146)
6,561 5,191
Neither the amounts due from service contract customers nor receivables from other debts are past due or impaired in the current
and prior periods.
The ageing of past due but not impaired receivables is as follows:

¤’000 €’000
<60 days 948 1,111
61-90 days 679 168
>91 days 582 271
2,209 1,550
68 GYG plc
The movement in the allowance recorded for doubtful debts is as follows:

¤’000 €’000
Balance at the beginning of the year (146) (100)
Transfer (44) —
Effect of change in accounting policy (note 2.2) — (98)
Amounts written off during the year as uncollectible 44 76
Impairment losses (recognised) (76) (25)
Amounts recovered during the year — 1
(222) (146)
Contract assets
The contract assets primarily relate to the Group’s right to consideration for construction work completed but not invoiced at the
balance sheet date. The contract assets are included within the caption “Trade and other receivable”. The balance decreased during
the year by €250,000 as the Group was able to bill more work during the period which is reflected in the increase in trade receivables.
16. CASH AND CASH EQUIVALENTS

¤’000 €’000
Cash and cash equivalents 5,529 5,069
5,529 5,069
Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less. The
carrying amount of these assets is approximately equal to their fair value.
17. BORROWINGS AND OBLIGATIONS UNDER LEASES

31 December 2018
¤’000 €’000
Syndicated loan 6,788 8,626
Capitalised costs – net (313) (571)
Revolving credit facility 527 1,027
Factoring facility 2,714 1,199
Other financial liabilities 261 591
Total borrowings 9,977 10,872
Amount due for settlement within 12 months 5,062 4,384
Amount due for settlement after 12 months 4,915 6,488
The difference in capitalised costs – net set out above and the figure in note 9 relates to fees charged to the Group by the banks for
a modification of the syndicated loan facility.

¤’000 €’000
Obligations under leases (note 2.2) 3,755 1,955
Total obligations under leases 3,755 1,955
Amount due for settlement within 12 months 1,571 816
Amount due for settlement after 12 months 2,184 1,139
17.1. Summary of the borrowing arrangements

Syndicated loan
On 3 March 2016, the Group subsidiary, Hemisphere Coating Services, S.L.U., signed a syndicated loan agreement with three financial
institutions, expiring on March 2021.
This syndicated loan is guaranteed by certain of the Group subsidiaries and consists of two different facilities:
• Facility A: loan for a total amount of €9,180 thousand with biannual maturities of €918 thousand until expiration on March 2021
since the beginning of the contract.
• Facility B: loan for a total amount of €4,000 thousand maturing at the end of the contract on March 2021 (see note 2.3).
Both facilities bear interest at EURIBOR +3%.

17.1. Summary of the borrowing arrangements (continued)
The loan requires compliance with certain financial covenants. At 31 December 2019 the Group has achieved the financial covenants
required by the syndicated loan. For the year ended at 31 December 2018 and considering the underperformance a waiver was signed
with the financial institutions.
Additionally, the Group has at its disposal:
• Revolving credit facilities up to €1.5 million.
• Factoring and discounting facilities up to €14.5 million.
• Bank guarantees up to €10.3 million, of which €2.8 million were drawn as of 31 December 2019.
As a result of the above agreements, at year end the Group has bank facilities totalling €26.6 million of which €8.9 million were drawn
and €17.7 million were undrawn as of 31 December 2019.
17.2. Obligations under leases

As of 31 December 2019, the Group had the following minimum lease payments due to lessors in accordance with current contracts
in place:
Minimum lease
payments
As at
31 December 2019
¤’000
Amounts payable under Obligations under leases:
Within one year 1,571
In the second to fifth years inclusive 2,156
After five years 28
3,755
Finance lease liabilities were included in borrowings until 31 December 2018, but were reclassified to lease liabilities on 1 January
2019 in the process of adopting the new leasing standard. See note 2.2 for further information about the change in accounting
policy for leases.
As of 31 December 2018, the Group had the following minimum finance lease payments due to lessors (including, where applicable,
the purchase options) in accordance with current contracts in place:
Minimum lease
payments
As at
31 December 2018
¤’000
Amounts payable under finance leases:
Within one year 816
1,955
The financial lease contracts are formalised in euros and have fixed interest rates in accordance with the financial market.
70 GYG plc
18. OBLIGATIONS UNDER OPERATING LEASES

From 1 January 2019, the Group has recognised right-of-use assets for these leases, except for short term and low-value leases,
see note 13 for further information.
As of 31 December 2018, the Group had outstanding commitments for future minimum lease payments under non-cancellable
operating leases, which fall due as follows:
Minimum lease
payments
As at
31 December 2018
¤’000
Amounts payable under operating leases:
Within one year 590
After five years 52
2,050
The Group recognised €903 thousand as expenses in the year ended 31 December 2018 for operating lease payments.
19. TRADE AND OTHER PAYABLES

¤’000 €’000
Trade payables 9,231 8,525
Contract liabilities – Deferred income 5,372 5,114
Wages and salaries 573 313
Tax payables 2,292 2,811
17,468 16,763
Trade payables increased by €706,000 during the period as the Group’s revenue was significantly higher than in the previous period leading
to increased purchases from suppliers.
Under the caption “Contract liabilities – Deferred income” are contractual advances from customers related to on-going and future projects.
This number increased by €258,000 as the Group received more in deposits from clients during the period that it did in 2018. As revenue is
recognised in relation to these contracts, the liability is decreased by an equal amount until the liability is fully extinguished.
Trade average credit period taken for trade purchases is established between 30 and 60 days. The Group has financial risk management
policies in place to ensure that all payables are paid within the pre-agreed credit terms.
The directors consider that the carrying amount of trade payables approximates to their fair value.
20. PROVISIONS
¤’000
At 1 January 2018 1,123
Charge for the year 45
Charge for the year 119
Released (800)
At 31 December 2019 487
Current 468
Non-current 19

¤’000 €’000
Guarantee provision 468 349
Legal and tax provision 19 19
Contractual claims — 800
487 1,168

20. PROVISIONS (continued)
As of 31 December 2019, the Group has a current provision amounting to €468 thousand, for re-painting guarantees contemplated
in the contractual agreements with clients for the painting of boats and vessels. This provision is calculated as an average
percentage of the guarantees borne in the past three years compared to the total turnover for the corresponding year.
As of 31 December 2018, the Group had a non-current provision of €800 thousand relating to contractual claims made by a
shipyard against the Group in relation to a refit project that the Group undertook. The Group also had a receivable for €800
thousand from the paint manufacturer that provided the paint that was used in the project that was subject to the claim. On
February 2020, the Group signed a settlement agreement with the shipyard which had made the claim. Under the terms of the
settlement, the claim against the Group was dropped and the Group undertook to drop the claim against the paint manufacturer.
The Group also undertook to repaint the vessel which was the subject of the claim at some point within the next five years on
commercial terms which the Directors to believe to be acceptable.
At 31 December 2019 the Group and its legal advisers consider that the provisions recorded are sufficient for covering
future obligations.
21. EQUITY
At 31 December 2018 and 2019 the Company’s share capital amounted to €106 thousand represented by 46,640,000 ordinary
shares with a par value of £0.002, issued and fully paid up.
No dividend was declared or paid during the year ended 31 December 2019. A dividend of £1,492,480 (equivalent euro value of
€1,708 thousand), corresponding to 3.2 pence per ordinary share, was paid on June 2018. This dividend was based on an annualised
dividend yield of 6.4 per cent (calculated on the Placing Price) pro-rated for the period for which the Company had been AIM
quoted for the year ending 31 December 2017.
At 31 December 2019 the Group registered a share based payment reserve amounting to €375 thousand based on the agreements
22. ACQUISITIONS
On 30 June 2019, the Group completed the acquisition of ACA Marine, SAS, acquiring the remaining 30% to Atko, SARL of the
issued share capital for an amount of €167 thousand. This agreement included the cancellation of the Put and Call Option
Agreement that was in place, and therefore those balances related to the ACA Put Option registered under the captions “Put
option reserve” and “Other financial liabilities” have been adjusted, generating a gain of €379 thousand.
23. NOTES TO THE CASH FLOW STATEMENT
Year ended
¤’000 €’000
Profit/(loss) for the year before tax 828 (4,589)
– Depreciation and amortisation 2,808 1,886
– Impairment — 480
– Performance share plan 108 108
– Gain on financial instruments (379) (417)
– Finance net costs 810 744
– Exchange differences (27) 11
Adjustments to profit/(loss) 3,320 2,812
– Decrease in inventories 12 521
– (Increase)/decrease in trade and other receivables (549) 3,415
– Increase in trade and other payables 520 324
Changes in working capital (17) 4,260
– Interest paid (491) (616)
– Income tax paid (680) (268)
Other cash flows used in operating activities (1,171) (884)
CASH FLOWS FROM OPERATING ACTIVITIES 2,960 1,599
24. SHARE-BASED PAYMENTS

Performance Share Plan
The Company established a Performance Share Plan (the “PSP”) for Directors and other selected senior management, which
was adopted by the Board on 23 June 2017.
72 GYG plc
This award grants an option to acquire ordinary shares in the capital of the Company at a price of £0.002 per ordinary share,
subject to the Performance Target. The award will normally vest on the third anniversary of grant or, if later, when the
Remuneration Committee determines the extent to which any performance conditions have been satisfied. These will be
exercisable up until the tenth anniversary of grant unless they lapse earlier.
Details of the share options outstanding during the year are as follows:
Weighted average
Number of exercise price
share options (pence)
Outstanding at 1 January 2018 257,950 0.2
Outstanding at 31 December 2018 257,950 0.2
Granted during the year 413,625 0.2
Cancelled during the year (114,241) —
Outstanding at 31 December 2019 557,334 0.2
Assumptions used in the Black-Scholes model to determine the fair value:
2017 PSP 2019 PSP

Share price at grant date (pence) 100 63.5
Exercise price (pence) 0.2 0.2
Option life (years) 2.5 3
Risk-free interest rate (%) 2.5% 0.63%
Expected volatility (%) 28.6% 77.5%
Expected dividend yield (%) 5.5% 5.6%
Expected volatility was determined by calculating the historical volatility of the Group’s share price since the Company was
admitted to the AIM Market.
In 2019 the Group has recognised an expense amounting to €108 thousand (€108 thousand in 2018) for this plan.
Warrant
The Company granted a warrant to Zeus Capital to subscribe for such number of ordinary shares as is equal to 1 per cent of the
enlarged share capital of the Company following completion of the placing. The warrant shall be exercisable in whole or in part at
any time during the period of 5 years from the first anniversary of Admission. The warrant shall be exercisable at the placing price
multiplied by 105%.
Details of the share options outstanding during the year are as follows:
Weighted average
Number of exercise price
share options (pence)
Outstanding at 31 December 2018 466,400 105
Outstanding at 31 December 2019 466,400 105
Assumptions used in the Black-Scholes model to determine the fair value:
Share price at grant date (pence) 100

Exercise price (pence) 105
Option life (years) 5
Risk-free interest rate (%) 2.5%
Expected volatility (%) 28.6%
In 2017 the Group recognised an expense amounting to €92 thousand for this warrant.
25. FINANCIAL INSTRUMENTS

Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the
return to shareholders through the optimisation of the debt and equity balance. The Directors regularly review the working capital
forecasts of the Group to understand the impact of Group performance and outside factors, such as the COVID-19 pandemic, on the
liquidity position of the Group. Where necessary, the Directors alter the balance of different types of equity that the Group can access.
The capital structure of the Group consists of net debt (borrowings disclosed in note 17) and equity of the Group.

25. FINANCIAL INSTRUMENTS (continued)
Significant accounting policies
Details of the significant accounting policies and methods adopted (including the criteria for recognition, the basis of measurement
and the bases for recognition of income and expenses) for each class of financial asset, financial liability and equity instrument are
Categories of financial instruments

31 December 2018
¤’000 €’000
Financial assets
At amortised cost
Cash and cash equivalents (note 16) 5,529 5,069
Loans and receivables – long term 144 1,605
Trade and other receivables (note 15) 8,656 8,107
14,329 14,781
Financial liabilities
At amortised cost
Amortised cost – borrowings (note 17) 7,002 9,082
Finance lease liabilities (note 17) — 1,955
Obligations under leases (note 17) 3,755 —
Other financial liabilities (note 17) 36 591
Liabilities under factoring facilities 2,714 1,199
Trade, deferred income and other payables (note 19) 17,468 16,763
Other — 1
At fair value through P&L

Put option (note 22) — 546
Derivative instruments not designated hedge accounting relationships 14 37
30,989 30,174
At 31 December 2018, “Loans and receivables – long term” mainly comprised of a cash retention made by a client amounting to
€673 thousand and the amounts recoverable from a supplier under a warranty claim amounting to €800 thousand, both figures
related to the same project. On February 2020, the Group signed a settlement agreement with the shipyard which had made the
claim (see note 20).
The carrying value of all financial assets and financial liabilities equate to the fair value.
Management of the Group’s financial risks is centralised in the Group’s Finance Department, which has established mechanisms to monitor
interest rate and exchange rate exposure, as well as credit and liquidity risk. The main financial risks affecting the Group are indicated below:
1. Credit risk
Credit risk arises from cash and cash equivalents and credit exposure to customers, including outstanding receivables. Credit risk
is managed on a Group basis.
For banks and financial institutions, only those with a Moody´s rating of Aaa (or equivalent) or with which the Group has an
existing borrowing relationship are accepted.
Clients within the Coatings sector are either ultra-high net worth individuals, the companies through which they own their boats or
shipyards that act as main contractors on behalf of the boat owners. The credit risk of the first two categories is extremely low. The
risk is also mitigated by the fact that the Group has to complete a project before the owner can use the vessel again. The staged
payments typical in these types of contracts means that there is very little exposure to unpaid receivables by the end of a project.
The Group regularly reviews the credit ratings of each shipyard with whom in contracts to understand any potential credit risk
associated with them. Individual risk limits are set based on external ratings in accordance with limits set by the board.
Credit exposure within the supply business comprises trade receivables with yachts and their owners which are described above.
Trade customers (e.g. not yachts) have individual credit limits based on public ratings and payment history. The compliance with
credit limits by Supply customers is regularly monitored by line management. For some trade receivables the Group may obtain
security in the form of guarantees, deeds of undertaking or letters of credit which can be called upon if the counterparty is in
default under the terms of the agreement.
Sales to retail customers are required to be settled in cash or using major credit cards, mitigating credit risk. There are no significant
concentrations of credit risk, whether through exposure to individual customers, specific industry sectors and/or regions.
The Group’s treatment of bad debts and potential bad debts during the periods under review for trade and other receivables,
including an analysis of past due amounts, is set out in note 15.
74 GYG plc
2. Liquidity risk
The Group manages liquidity risk by maintaining sufficient cash and equivalents and the availability of funding through an adequate
amount of committed credit facilities to meet obligations when due.
At the end of the reporting period, the Group held cash and cash equivalents of €5.5 million (2018: €5.1 million) that are expected
to readily generate cash inflows for managing liquidity risk. Due to the dynamic nature of the underlying businesses, Group
treasury maintains flexibility in funding by maintaining availability under committed credit lines. Management monitors rolling
forecasts of the Group’s liquidity reserve (comprising the undrawn borrowing facilities below) and cash and cash equivalents on
the basis of expected cash flows. This is carried out by management at Group level.
In addition, the Group’s liquidity management policy involves projecting cash flows in major currencies and considering the level
of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against external regulatory requirements and
maintaining debt financing plans.
Financing arrangements
The Group had access to €17.7 million of undrawn working capital facilities at 31 December 2019. The Group’s working capital
facilities are subject to annual review and renewal.
The tables below analyse the Group’s financial liabilities into relevant maturity groupings based on their contractual maturities for: all
non-derivative financial liabilities and net settled derivative financial instruments for which the contractual maturities are essential for
an understanding of the timing of the cash flows. The amounts disclosed in the table are the contractual undiscounted cash flows.
For interest rate swaps, the cash flows have been estimated using forward interest rates applicable at the end of the reporting period.
Contractual maturities of financial liabilities Less than 12 months Greater than 12 months Carrying amount
at 31 December 2019 ¤’000 ¤’000 ¤’000
Non-derivatives
Trade payables 17,468 — 17,468
Borrowings 5,062 4,915 9,977
Liabilities under factoring facilities 2,714 — 2,714
Lease liabilities 1,571 2,184 3,755
Total 26,815 7,099 33,914
Derivatives
Interest rate swap 14 — 14
Total 14 — 14
Contractual maturities of financial liabilities Less than 12 months Carrying amount

at 31 December 2018 Restated Greater than 12 months Restated
restated ¤’000 ¤’000 ¤’000
Non-derivatives
Trade payables 16,673 — 16,673
Borrowings 4,284 6,488 10,772
Liabilities under factoring facilities 1,199 — 1,199
Obligations under finance leases 816 1,139 1,955
Total 22,972 7,627 30,599
Derivatives
Interest rate swap — 37 37
Total — 37 37
3. Currency risk
The Group operates primarily in euro and US Dollar. The Group mitigates the risk by incurring costs in currencies matching
its revenues. Any remaining transactional foreign currency exposure is not considered to be material and is not hedged. As at
31 December 2019, the Group had not derivative contracts for currency hedging purposes.
4. Market risk
The Group’s activities expose it primarily to the financial risks of changes in interest rates. The Group’s management focusses on
the uncertainty of financial markets and attempts to minimise the potential adverse effects on its profitability. The Group enters
into derivative financial instruments to manage its exposure to interest rate risk, with three Interest Rate Swaps to mitigate the risk
of rising interest rates.
4.1 Interest rate risk

As of 31 December 2019 and 2018, the main borrowing corresponds to the syndicated loan which bear a variable interest.

25. FINANCIAL INSTRUMENTS (continued)
4.1.1 Sensitivity analysis:
A change of a 0.5% in interest rates would have the following impact on the Group financial statements:

¤’000 €’000
Profit for the year
Increase in rates (37) (48)
Decrease in rates 37 48
This calculation assumes that the change occurred at the balance sheet date and had been applied to risk exposures existing at that date.
This analysis also assumes that all other variables remain constant and considers the effect of financial instruments with variable interest.
5. Capital management
The primary objective of the Group’s capital management is to ensure that it has the capital required to operate and grow the
business at a reasonable cost of capital without incurring undue financial risks. The syndicated loan also requires compliance with
certain financial covenants. At 31 December 2019 the Group has achieved theses financial covenants and the Directors continue
updating their forecasts and taking appropriate steps to manage covenant compliance.
26. SUBSIDIARIES
The Group consists of a parent company, GYG plc, incorporated in the UK and a number of subsidiaries held directly by GYG
plc, which operate and are incorporated mainly in Spain but also in some other countries around the world.
A list of the Company’s subsidiaries is included below:
Principal Registered
Name activity Office Ownership
Civisello Inversiones, S.L.U. Holding Global Building. Muelle Viejo. Palma de Mallorca. Spain. 100%
Hemisphere Yachting Services, S.L.U. Holding Global Building. Muelle Viejo. Palma de Mallorca. Spain. 100%
Hemisphere Coating Services, S.L.U. Coating Global Building. Muelle Viejo. Palma de Mallorca. Spain. 100%
Hemisphere Central Services, S.L.U. Central Services Global Building. Muelle Viejo. Palma de Mallorca. Spain. 100%
Pinmar Yacht Supply, S.L. Supply Camino Escollera, 5. Palma de Mallorca. Spain. 100%
Pinmar USA, Inc. Coating Avenue 2010. Riviera Beach. FL 33404. USA. 100%
Global Yachting Group, Ltd Coating Station Road 55. Buckinghamshire. UK. 100%
ACA Marine, Ltd Holding Cannon Place 78. Cannon Street. London. UK. 100%
Hemisphere Yachting Services, GmbH Coating Lehmweg 17, 20251 Hamburg. Germany. 100%
Hemisphere Coating Services, B.V. Coating Herikerbergweg 238. 11O1CM Amsterdam. Netherlands. 100%
Hemisphere Coating Services, S.A.S. Coating 46 Quai Francois Mitterrand. 13600 La Ciotat. France. 100%
(previously ACA Marine, SAS)
The Group financial statements incorporate the financial statements of the parent Company, GYG plc and the above subsidiaries.
For the year ending 31 December 2019 the following subsidiaries of the Company were entitled to exemption from audit under
s479 A of the Companies Act 2006 related to subsidiary companies:
Companies House
Principal Registration
Name activity Number Ownership
Global Yachting Group, Ltd Coating 9533209 100%
ACA Marine, Ltd Holding 10649007 100%
27. RELATED PARTY TRANSACTIONS

Services provided

¤’000 €’000
Global Yacht Finishing, S.L. 49 41
49 41
76 GYG plc
Services received
¤’000 €’000
AKC Management Services, Ltd 199 —
Quoque Ltd. 181 92
Global Yacht Finishing, S.L. 357 353
737 445
GYG leases offices from Global Yacht Finishing, S.L. (being Rupert Savage (Sales & Commercial Director) and Mark Conyers (Rolling
Stock Director) shareholders in this entity).
Quoque Ltd (company owned by a close family member of the Chief Executive Officer) has provided consulting services in relation to change
programmes and ERP selection and implementation. These services are reviewed and approved prior to commencement by the
non-executive directors. In addition to the amounts listed above for services received, the Group reimbursed or paid for various accommodation
and travel expenses of €23 thousand in 2019 (€7 thousand in 2018) for Quoque employees in the performance of those services.
During the year GYG contracted with AKC Management Services Ltd. for the provision of management services amounting to €199
thousand, of which €47 thousand was outstanding at the year end (being Kevin McNair director of both companies).
All these transactions were undertaken at arm’s length basis and on normal commercial terms and were pre-approved by the Board.
Balances
(Credit) (Credit)
¤’000 €’000
Atko, S.A.R.L. (note 22) — (194)
AKC Management Services, Ltd (47) —
Global Yacht Finishing, S.L. (29) (170)
(76) (364)
Remuneration of key management personnel

The remuneration of Executive Directors and Non-Executive Directors, who are the key management personnel of the Group, is set out below.
¤’000 €’000
Salaries, fees and bonus 1,136 808
The above amounts include “salaries, fees and bonus” paid in £ amounting to £150 thousand in 2019 (£150 thousand in 2018).
During the year ended 31 December 2019, as a consultant, Kevin McNair also received payment of €121,900 in respect of his
role as Interim Chief Financial Officer. Further information about the remuneration of individual Directors is provided in the audited
part of the Directors’ Remuneration report.
28. POST BALANCE SHEETS EVENTS

Subsequent to 31 December, the COVID-19 pandemic spread across the world. The impact of the pandemic on the Group is set out in the
Strategic Report. As part of its response to the pandemic, the Group entered into an agreement with its banks to access €3.0 million of new
borrowing facilities to provide additional liquidity in case the pandemic continued for a longer than anticipated period. No other events have
occurred after 31 December 2019 that might significantly influence the information reflected in these consolidated financial statements.
29. RESTATEMENT OF PRIOR PERIOD BALANCES

The Group has factoring facilities with the Spanish bank, Bankia, that are categorised as both recourse and non-recourse arrangements.
One of the factoring agreements, titled Factoring Without Recourse, had historically been treated as a without recourse arrangement, and
the related trade receivables and current financial liabilities were derecognised. The terms of that agreement have been reassessed during
the year, and it has been concluded that substantially all risks and rewards in relation to insolvency and late payment had not been
transferred to Bankia, and as a consequence did not meet the requirements of IFRS 9 to derecognise an asset and liability alongside with a
financial liability.
As a result of the reassessment the comparatives for the year ended 31 December 2018 have been restated. Trade receivables alongside with
current financial liabilities associated with factoring facilities amounting to €1.2 million respectively, that were derecognised in the prior year,
have been reinstated in the consolidated statement of financial position as at 31 December 2018. In relation to the cash flow statement, the
cash flow from operating activities has been restated in relation to trade and other receivables (see note 23) and the cash flows used in
financing activities has been restated in relation to proceeds from bank borrowings by €1.2 million respectively. The prior year adjustment
has a net impact of nil on the net assets. It also has no impact on the consolidated statement of comprehensive income.
Subsequent to the year end, the Directors have agreed a new factoring without recourse arrangement with Bankia. The new agreed terms
and conditions for this facility are designed to allow it to meet the requirements of IFRS 9 for factoring without recourse.

PA R E N T C O M PA N Y S TAT E M E N T
OF FINANCIAL POSITION
As at 31 December 2019 2019 2018
Note ¤’000 €’000
Non-current assets
Investment in subsidiary 3 12,443 12,335
Long-term receivables from Group companies 5 4,059 4,059
16,502 16,394
Current assets
Short-term receivables from Group companies 993 714
Trade and other receivables 37 48
Cash and bank balances 65 89
1,095 851
Total assets 17,597 17,245
Current liabilities
Trade and other payables (388) (474)
Derivative financial instruments — (8)
Total current liabilities (388) (482)
Net current assets 707 369
Total liabilities (388) (482)
Net assets 17,209 16,763
Equity
Share capital 6 106 106
Share premium 7,035 7,035
Retained earnings/(deficit) 9,579 9,241
Capital redemption reserve 114 114
Share based payment reserve 375 267
Equity attributable to owners of the Company 17,209 16,763
Total equity 17,209 16,763
The Parent Company income for the year was €338 thousand (income of €1,775 thousand in 2018).
The Parent Company financial statements were approved and authorised for issue by the Board of Directors on 22 July 2020 and
were signed on its behalf by:
REMY MILLOTT KEVIN MCNAIR

Chief Executive Officer Chief Financial Officer
Registered Number: 10001363
78 GYG plc
PA R E N T CO M PA N Y
S TAT E M E N T O F C H A N G E S I N E Q U I T Y
Capital Share based
Share Share Retained redemption payment
capital premium earnings reserve reserve TOTAL
¤’000 ¤’000 ¤’000 ¤’000 ¤’000 ¤’000
Balance at 1 January 2018 106 7,035 9,174 114 159 16,588
Total comprehensive (loss) for the year — — 1,775 — — 1,775
Transactions with owners in their capacity

as owners
Dividend distribution (note 6) — — (1,708) — — (1,708)
Credit to equity for share based payments — — — — 108 108
— — (1,708) — 108 (1,600)
Balance at 31 December 2018 106 7,035 9,241 114 267 16,763
Total comprehensive income for the year — — 338 — — 338
Transactions with owners in their capacity

as owners — — — — 108 108
Credit to equity for share based payments — — — — 108 108
Balance at 31 December 2019 106 7,035 9,579 114 375 17,209
N OT E S TO T H E PA R E N T CO M PA N Y
1. GENERAL INFORMATION
GYG plc (hereinafter the “Company”) was incorporated on 11 February 2016, as a private company limited by shares,
as Dunwilco 2016 Limited under the United Kingdom Companies Act 2006. Subsequently, on 21 May 2016, the Company’s corporate
name was changed to Global Yachting Group Limited, on 25 May 2017 to GYG Limited, on 22 June 2017 the Company re-registered
as a public limited company on 5 July 2017 the Company completed an Initial Public Offering (“IPO”) and was admitted to the AIM
Market of the London Stock Exchange (see note 6). The address of the registered office is Cannon Place, 78 Cannon Street,
London EC4N 6AF, United Kingdom.
The corporate purpose of the Company is to act as the parent company for a Group operating in superyacht painting, supply and
maintenance, offering services globally through operations in the Mediterranean, Northern Europe and the United States.
2. SIGNIFICANT ACCOUNTING POLICIES

The separate financial statements of the Company are presented are as required by the Companies Act 2006. The Company meets
the definition of a qualifying entity under FRS 100 (Financial Reporting Standard 100) issued by the Financial Reporting Council.
Accordingly, in the year ended 31 December 2016, the Company decided to adopt FRS 101. Accordingly, the financial statements
have therefore been prepared in accordance with FRS 101 (Financial Reporting Standard 101) “Reduced Disclosure Framework” as
issued by the FRC in July 2015 and July 2016.
These financial statements have been prepared on a going concern basis, which assumes the Group and parent company will
continue to be able to meet their liabilities as they fall due, within 12 months of the date of approval of these financial statements.
The Directors assessment of this judgement is set out in note 2 to the consolidated financial statements.

N OT E S TO T H E PA R E N T CO M PA N Y
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
As permitted by FRS 101, the Company has taken advantage of the following disclosure exemptions permitted under the relevant
standards in relation to the following disclosures:
• share-based payments (IFRS 2);
• financial instruments (IFRS 7);
• capital management (IAS 1);
• presentation of a statement of cash flows for the period (IAS 7); and
• certain related party transactions (IAS 24, paragraphs 17, 18, 19).
Where required, equivalent disclosures are given in the consolidated financial statements. The principal accounting policies
adopted are the same as those set out in note 2 of the consolidated financial statements except as noted below. Investments in
subsidiaries are stated at cost less, where appropriate, provisions for impairment.
3. INVESTMENT IN SUBSIDIARY
¤’000 €’000
Cost and carrying amount 12,443 12,335
12,443 12,335
The Company’s only direct investment is a 100% ownership in Civisello Inversiones, S.L. This company is the direct owner of the
Hemisphere Yachting Services, S.L.U. subgroup. The Directors believe that the carrying value of the investment is supported by its
underlying net assets. To arrive at this belief, they complete a regular assessment of the recoverability of the investment based on
the value in use of the Group’s subsidiaries.
The Company’s subsidiary undertakings are shown in note 26 of the consolidated financial statements.
4. PROFIT FOR THE YEAR

Per section 408 of the Companies Act 2006 no Statement of Comprehensive Income for the parent company has been presented.
The total comprehensive income for the year was €338 thousand (income of €1,775 thousand in 2018).
The Auditor’s remuneration for audit and other services are disclosed in note 7 of the consolidated financial statements.
5. LONG-TERM RECEIVABLES FROM GROUP COMPANIES

The Company holds loan notes receivable from Civisello Inversiones, S.L.U. amounting to €4,059 thousand These bear interest at
4.5% and are due to be repaid in full by 31 December 2026.
The directors believe that the total value of the Company’s investment in its subsidiaries is not less than the amounts at which they
are stated in the Parent Company Statement of Financial Position.
6. EQUITY
At 31 December 2019 and 2018 the Company’s share capital amounted to €106 thousand represented by 46,640,000 ordinary
shares with a par value of £0.002, issued and fully paid up.
A dividend of £1,492,480 (equivalent euro value of €1,708 thousand), corresponding to 3.2 pence per ordinary share, was paid on
June 2018. This dividend was based on an annualised dividend yield of 6.4 per cent (calculated on the Placing Price) pro-rated for
the year for which the Company had been AIM quoted for the year ending 31 December 2017.
7. SHARE-BASED PAYMENTS
Details of equity-settled share-based payment arrangements by the Company to Directors, other selected senior management
and other entities that remain outstanding at the year end, are set out in note 24 to the Group financial statements.
80 GYG plc
NOTICE OF GENER AL MEETING
GYG PLC (THE “COMPANY”) ORDINARY RESOLUTIONS

(incorporated and registered in England and Wales under 1. Report and accounts
number 10001363) To receive the financial statements and the reports of the
Directors and the auditor for the year ended 31 December 2019.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR
IMMEDIATE ATTENTION 2. Appointment of auditor
If you are in any doubt about its content or as to what action To appoint PricewaterhouseCoopers LLP as auditor of the
you should take, you should consult your stockbroker, Company to hold office until the conclusion of the Company’s
solicitor, accountant or other independent professional adviser next annual general meeting.
authorised under the Financial Services and Markets Act 2000
if you are in the United Kingdom, or another appropriately 3. Authority to agree auditor’s remuneration
authorised independent adviser if you are in a territory outside To authorise the Directors of the Company to agree the
the United Kingdom. remuneration of the Company’s auditor.
If you have sold or transferred all your shares in the Company, Recommendation
please pass this document together with the accompanying The Directors consider that all the resolutions to be proposed at
documents to the purchaser or transferee or to the stockbroker the general meeting are in the best interests of the Company
or other agent through whom you made the sale or transfer, for and its members as a whole. The Directors will be voting in
transmission to the purchaser or transferee. favour of all the proposed resolutions and unanimously
recommend that you vote in favour of them.
Notice is hereby given that a general meeting of the Company
will be held on 2 September 2020 at 10.30 am for the purposes By order of the Board
of considering and voting on the resolutions set out below. All
resolutions will be proposed as ordinary resolutions.
SUE STEVEN
Shareholders are advised to monitor the Company’s website Company Secretary
(www.gygplc.com) and the Regulatory News Service
announcements issued by the Company for any updates or
amendments to the general meeting which may be required in
7 August 2020
light of the current COVID-19 crisis.
Registered Office:
Hard copy proxy forms are not being sent to shareholders as the
Cannon Place,
Company would like to encourage its shareholders to vote
78 Cannon Street,
electronically, either via www.signalshares.com, or via CREST
London EC4N 6AF,
where shares are held in CREST. For further information, please
United Kingdom
see note 2.d. on page 82.
Registered in England
and Wales No: 10001363

NOTICE OF GENER AL MEETING (CO NTI N U ED)
EXPLANATORY NOTES – RESOLUTIONS 2. Proxies

All resolutions are proposed as ordinary resolutions, which a. Shareholders are entitled to appoint another person as
means that, for each of those resolutions to be passed, more a proxy to exercise all or part of their rights to attend
than 50% of the votes cast must be in favour of the resolution. and to speak and vote on their behalf at the general
meeting. A shareholder may appoint more than one
The notes below explain the proposed resolutions. proxy in relation to the general meeting provided that
each proxy is appointed to exercise the rights attached
RESOLUTION 1: RECEIVING THE REPORTS AND ACCOUNTS to a different ordinary share or ordinary shares held by
The Directors must present the accounts and reports of the that shareholder. A proxy need not be a shareholder of
Company for the year ended 31 December 2019 to shareholders the Company. In view of the impact of COVID-19, you
at a general meeting. These include the report of the Directors, are strongly advised to appoint the chairman of the
the financial statements and the report of the auditor on the meeting as your proxy to ensure your vote is counted.
financial statements. Shareholders are being asked to receive
the report and accounts. b. In the case of joint holders, where more than one of the
joint holders purports to appoint a proxy, only the
RESOLUTION 2: APPOINTMENT OF AUDITOR appointment submitted by the most senior holder will
The auditor of a public company must be appointed at each be accepted. Seniority is determined by the order in
general meeting at which accounts are laid. Resolution 2 which the names of the joint holders appear in the
proposes the appointment of PricewaterhouseCoopers LLP Company’s Register of Members in respect of the joint
(“PWC”) as auditor of the Company to hold office until the holding (the first named being the most senior).
conclusion of the next annual general meeting of the Company.
Following a full tender process conducted during 2019, PWC c. A vote withheld is not a vote in law, which means that
were appointed by the Board as the Company’s auditor in place the vote will not be counted in the calculation of votes
of Deloitte LLP. for or against the resolution. If no voting indication is
given, your proxy will vote or abstain from voting at his
RESOLUTION 3: AUTHORITY TO AGREE AUDITOR’S or her discretion. Your proxy will vote (or abstain from
REMUNERATION voting) as he or she thinks fit in relation to any other
Resolution 3 gives authority to the Directors, in accordance matter which is put before the general meeting.
with standard practice, to agree the remuneration of the
Company’s auditor. d. You can vote either:
MEMBER NOTES: • by logging on to www.signalshares.com and

The following notes explain your general rights as a shareholder following the instructions;
and your right to attend and vote at the general meeting of the
Company, or to appoint someone else to vote on your behalf. • you may request a hard copy form of proxy directly
from our Registrars, Link Asset Services on
1. Entitlement to attend and vote telephone number: 0371 664 0300. Calls are
To be entitled to attend and vote at the general meeting charged at the standard geographic rate and will
(and for the purpose of the determination by the Company vary by provider. Calls outside the United Kingdom
of the number of votes they may cast), shareholders must will be charged at the applicable international rate.
be registered in the Register of Members of the Company The Registrars are open between 9:00 am – 5:30
at close of business on 28 August 2020. Changes to the pm, Monday to Friday excluding public holidays
Register of Members after the relevant deadline shall be in England and Wales; or
disregarded in determining the rights of any person to
attend and vote at the general meeting. In the case of • in the case of CREST members, by utilising the
joint holders, where more than one of the joint holders CREST electronic proxy appointment service in
votes, only the vote submitted by the most senior accordance with the procedures set out below.
holder will be accepted. Seniority is determined by the
order in which the names of the joint holders appear in • In each case the appointment of a proxy must be
the Company’s Register of Members in respect of the received by Link Asset Services at 34 Beckenham
joint holding (the first named being the most senior). Road, Beckenham, Kent BR3 4TU, United Kingdom
by 10.30 am on 28 August 2020.
As a consequence of the COVID-19 pandemic, and
in light of the UK Government’s current guidance on e. If you return more than one proxy appointment, either
public gatherings and the new regulations set out in the by paper or electronic communication, the appointment
Corporate Insolvency and Governance Act 2020, the Board received last by the Registrar before the latest time for
has concluded that shareholders cannot be permitted to the receipt of proxies will take precedence. You are
attend the general meeting in person. advised to read the terms and conditions of use
carefully. Electronic communication facilities are open
to all shareholders and those who use them will not
be disadvantaged.
82 GYG plc
f. The return of a completed form of proxy, electronic 3. Corporate representatives
filing or any CREST Proxy Instruction (as described in Any corporation which is a shareholder can appoint one or
note h. below) will not prevent a shareholder from more corporate representatives who may exercise on its
attending the general meeting and voting in person if behalf all of its powers as a shareholder provided that no
he/she wishes to do so. However, please note the more than one corporate representative exercises powers
information in note 1 above regarding the impact of in relation to the same shares.
COVID-19 on meeting attendance.
4. Nominated persons
g. CREST members who wish to appoint a proxy Any person to whom this Notice is sent as a person
or proxies through the CREST electronic proxy nominated under s146 of the Companies Act 2006
appointment service may do so for the general meeting (“CA 2006”) to enjoy information rights (a “Nominated
(and any adjournment of the general meeting) by Person”) may, under an agreement between him/her and
using the procedures described in the CREST Manual the member by whom he/she was nominated, have a right
(available from www.euroclear.com/site/public/EUI). to be appointed (or to have someone else appointed) as
CREST Personal Members or other CREST sponsored a proxy for the general meeting. If a Nominated Person
members, and those CREST members who have has no such proxy appointment right or does not wish
appointed a service provider(s), should refer to their to exercise it, he/she may, under any such agreement,
CREST sponsor or voting service provider(s), who will have a right to give instructions to the member as to the
be able to take the appropriate action on their behalf. exercise of voting rights.
h. In order for a proxy appointment or instruction made The statement of the rights of members in relation to
by means of CREST to be valid, the appropriate CREST the appointment of proxies in paragraph 2 above does
message (a “CREST Proxy Instruction”) must be not apply to Nominated Persons. The rights described
properly authenticated in accordance with Euroclear in that paragraph can only be exercised by members of
UK & Ireland Limited’s specifications and must contain the Company.
the information required for such instructions, as
described in the CREST Manual. The message must be 5. Issued share capital and total voting rights
transmitted so as to be received by the issuer’s agent As at close of business on 22 July 2020 (being the latest
(ID RA10) by 10.30 am on 28 August 2020. For this practicable business day prior to the publication of this
purpose, the time of receipt will be taken to mean the notice), the Company’s ordinary issued share capital
time (as determined by the timestamp applied to the consists of 46,640,000 ordinary shares of £0.002 each,
message by the CREST application host) from which carrying one vote each. Therefore, the total voting rights
the issuer’s agent is able to retrieve the message by in the Company as at close of business on 22 July 2020
enquiry to CREST in the manner prescribed by CREST. were 46,640,000.
After this time, any change of instructions to proxies
6. Members’ requests under s527 of CA 2006
appointed through CREST should be communicated to
Under s527 of CA 2006, shareholders meeting the
the appointee through other means.
threshold requirements set out in that section have the
i. CREST members and, where applicable, their CREST right to require the Company to publish on a website a
sponsors or voting service providers should note that statement setting out any matter relating to: (i) the audit
Euroclear UK & Ireland Limited does not make available of the Company’s financial statements (including the
special procedures in CREST for any particular auditor’s Report and the conduct of the audit) that are to be
message. Normal system timings and limitations will, laid before the general meeting; or (ii) any circumstances
therefore, apply in relation to the input of CREST Proxy connected with an auditor of the Company ceasing to hold
Instructions. It is the responsibility of the CREST office since the previous meeting at which annual financial
member concerned to take (or, if the CREST member is statements and reports were laid in accordance with s437
a CREST personal member, or sponsored member, or of CA 2006 (in each case) that the shareholders propose
has appointed a voting service provider(s), to procure to raise at the relevant meeting. The Company may not
that his CREST sponsor or voting service provider(s) require the shareholders requesting any such website
take(s)) such action as shall be necessary to ensure publication to pay its expenses in complying with s527 or
that a message is transmitted by means of the CREST s528 of CA 2006. Where the Company is required to place
system by any particular time. In this connection, a statement on a website under s527 of CA 2006, it must
CREST members and, where applicable, their CREST forward the statement to the Company’s auditor not later
sponsors or voting system providers are referred, in than the time when it makes the statement available on
particular, to those sections of the CREST Manual the website. The business which may be dealt with at the
concerning practical limitations of the CREST system general meeting for the relevant financial year includes any
and timings. The Company may treat as invalid a statement that the Company has been required under s527
CREST Proxy Instruction in the circumstances set out of CA 2006 to publish on a website.
in Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.

NOTICE OF GENER AL MEETING (CO NTI N U ED)
7. Members’ rights to ask questions

Any shareholder attending the general meeting has the
right to ask questions. The Company must cause to be
answered any such question relating to the business being
dealt with at the general meeting, but no such answer
need be given if: (a) to do so would interfere unduly with
the preparation for the general meeting or involve the
disclosure of confidential information; (b) the answer has
already been given on a website in the form of an answer
to a question; or (c) it is undesirable in the interests of the
Company or the good order of the general meeting that
the question be answered.
8. Communication
You may not use any electronic address (within the meaning
of s333(4) of CA 2006) provided in either this notice or
any related documents (including the form of proxy) to
communicate with the Company for any purposes other
than those expressly stated.
9. Website
A copy of this notice, and other information required by
s311A of CA 2006, can be found on the Company’s website
at www.gygplc.com.
10. Voting results

As soon as practicable after the general meeting, the
results of the voting at the meeting and the number of
proxy votes cast for and against, and the number of votes
withheld, in respect of each resolution will be announced
via a Regulatory Information Service and also placed on
the Company’s website www.gygplc.com.
84 GYG plc
C O M PA N Y I N F O R M AT I O N
Directors: Financial PR:

Stephen Murphy FTI Consulting, Inc.
Remy Millott 200 Aldersgate
Kevin McNair Aldersgate Street
Rupert Savage London
Richard King EC1A 4HD
United Kingdom
Registered Office:
Cannon Place Company Registrars:
78 Cannon Street Link Asset Services
London The Registry
EC4N 6AF 34 Beckenham Road
United Kingdom Beckenham
Kent
Company Number: BR3 4TU
10001363 (England & Wales) United Kingdom
Company Secretary: Bankers:

Sue Steven Banco Santander, S.A.
Edificio Dehesa, Planta 1a
Company Website: Avda. de Cantabria SN
www.gygplc.com 28660 Boadilla del Monte
Madrid
Nominated Adviser and Broker:
Spain
Zeus Capital Limited
82 King Street Caixabank, S.A.
Manchester Avda Diagonal, 621
M2 4WQ Torre 2 Pl 1
United Kingdom 08028 Barcelona
Spain
and
Bankia, S.A.
10 Old Burlington Street
Paseo de la Castellana 189
London
28046 Madrid
W1S 3AG
Spain
United Kingdom
Auditors and Reporting Accountants:

PricewaterhouseCoopers LLP
Exchange House
Midsummer Boulevard
Central Milton Keynes
MK9 2DF
United Kingdom
Solicitors:
CMS Cameron McKenna Nabarro Olswang LLP
Saltire Court
20 Castle Terrace
Edinburgh
EH1 2EN
United Kingdom
Designed and produced by corporateprm, Edinburgh and London. www.corporateprm.co.uk

Registered Office:
Cannon Place
78 Cannon Street
London
EC4N 6AF
United Kingdom

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THE WORLD’S LEADING

SUPERYACHT SERVICE & SUPPLY GROUP

Annual report and financial statements

Market Size and Growth Forecast 08

Chief Executive’s Report 12

Key Performance Indicators 17

Risk Management and Principal Risks 18

Section 172(1) Statement 20

Board of Directors and Senior Management 22

Corporate Governance Statement 28

Nomination Committee Report 35

Audit Committee Report 36

Directors’ Remuneration Report 39

Statement of Directors’ Responsibilities 43

Independent Auditor’s Report to the Members of GYG plc 44

Consolidated Statement of Comprehensive Income 50

Consolidated Statement of Financial Position 51

Consolidated Statement of Changes in Equity 52

Consolidated Cash Flow Statement 53

Notes to the Consolidated Financial Statements 54

Parent Company Statement of Financial Position 74

Parent Company Statement of Changes in Equity 79

Notes to the Parent Company Financial Statements 79

Notice of General Meeting 81

Company Information IBC

Annual report and financial statements 2019 01

• Group revenue increased 41.8% to ¤63.8m (FY18: ¤45.0m)

• Significantly improved the Group’s Total • Restructured senior management team

Annual report and financial statements 2019 03

GYG operates a portfolio of three principal

A BRIEF HISTORY OF GYG PLC

1975 • Pinmar was

1982 • Pinmar Supply

GYG global operations

2012 • Creation of the

2014 • Consolidation of GYG into

Annual report and financial statements 2019 05

Annual report and financial statements 2019 07

THE NEW BUILD MARKET

As stated above, the 70m+ and 90m+ segments where

2019 30M+ FLEET SEGMENTED BY LOA* GROWTH OF THE 40M+ FLEET

THE REFIT MARKET

ESTIMATED FORECAST OF VOLUME OF THE ESTIMATED FORECAST OF VALUE OF THE

2019 2020 2021 2022 2023 2024

Annual report and financial statements 2019 09

2019 was a transformational year for

Management have made significant changes to the organisation

CURRENT TRADING AND OUTLOOK

Annual report and financial statements 2019 11

I am pleased to report our results for

DIVISIONAL REVIEW SUPPLY DIVISION

Annual report and financial statements 2019 13

30 June 2018 €29.9m €11.2m €13.1m €5.6m

30 June 2019 €38.6m €15.3m €18.2m €5.1m

30 June 2020 €42.7m €16.4m €20.7m €5.6m

Annual report and financial statements 2019 15

EARNINGS PER SHARE AND DIVIDENDS

As a result of the increase in revenue, operating costs (not FINANCIAL POSITION

1975 • Pinmar was

1982 • Pinmar Supply

2012 • Creation of the

2014 • Consolidation of GYG into