INDITHERM plc
Annual Report
and
Financial Statements
2009 INDITHERM plc
Page
Inditherm at a Glance 1
Inditherm Target Markets 1
Directors and Advisers 2
Chairman’s Statement 3
Chief Executive’s Review 5
Directors and Board Committees 8
Statement of Corporate Governance 9
Remuneration Report 11
Statement of Directors’ Responsibilities 15
Report of the Directors 16
Independent Auditors’ Report 19
Consolidated Income Statement 21
Consolidated and Company Statements of changes in Shareholders’ Equity 22
Consolidated Balance Sheet 23
Company Balance Sheet 24
Consolidated and Company Cashflow Statement 25
Notes forming part of the Financial Statements 26
Five Year Summary 45
Notice of Annual General Meeting 46
Contents In the Medical segment, Inditherm specialises in warming solutions to prevent hypothermia and
heat therapy systems for the treatment of injuries and wounds. Patient warming products are
primarily used in operating theatres, recovery and intensive care, accident & emergency, and neo-
natal applications. They offer improved clinical performance, combined with significant cost
savings over traditional technologies. Products are sold internationally through a network of
distributors. 
In the Industrial market, Inditherm specialises in providing heating solutions for critical
temperature management and frost protection for pipelines, portable storage containers, tanks,
valves and pumps. Inditherm supplies many well-known multi-national companies in the food
and beverage, confectionery, pharmaceutical, chemical, oil and gas, and water utility industries.
Inditherm uses significantly less energy than traditional electrical trace heating, hot water or steam
systems. In addition, the business has developed significant expertise in providing unheated
insulation solutions. During 2009 a digital control system (Inditherm Plus) and a food grade
cladding system (Inditherm Pro) has been developed and approved by a number of confectionery
companies to date.
In the Construction market, Inditherm working in conjunction with Sheffield Hallam University,
has developed solutions to accelerate concrete curing. Initial commercial focus has concentrated on
the pre-cast concrete producers where process improvement provides the benefit of improved
cycle times, reduction in lost production and significant savings on energy and cement costs.
1
INDITHERM Target Markets
Based near Rotherham, South Yorkshire and incorporated in the United Kingdom, Inditherm plc
designs, manufactures and installs heating solutions using the Company’s innovative, patented,
low voltage, carbon-based conductive polymer technology (CPT). This provides a flexible heating
material that can be fitted over a wide variety of shapes, as well as laid out flat to heat large areas
from above or below. Running from a low voltage (6V to 50V) DC or AC power supply, it can reach
temperatures of up to 120°C.
Applications for the technology are numerous but the Company is focusing on selected
applications and market areas where there are perceived to be significant growth opportunities.
Inditherm already has an established track record in medical warming solutions to prevent
hypothermia and heat therapy systems. In industrial process industries, such as confectionery,
food and chemicals, CPT is ideal for heating pipes, tanks, valves and pumps.
INDITHERM at a glance Directors M S Abrahams  (Chairman)
N Bettles 
J H Markham OBE
I D Smith
Secretary and I D Smith, Inditherm House, Houndhill Park, Bolton Road,
registered office Wath upon Dearne, Rotherham S63 7LG
Company number 3587944
Independent PricewaterhouseCoopers LLP, Benson House,
auditors Wellington Street, Leeds LS1 4JP
Bankers HSBC, Montgomery Road, Wath Upon Dearne, 
Rotherham S63 7QW
Nominated adviser Collins Stewart Europe Limited,
and broker 8th Floor, 88 Wood Street, 
London EC2V 7QR
Legal advisers Walker Morris, Kings Court, 12 King Steet, Leeds LS1 2HL
Registrars Capita Registrars Limited, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU
2
Directors and Advisers
INDITHERM plc Overview
The economic conditions during 2009 were even more challenging than originally
anticipated and this continued into the second half of the year.
The Medical business continued growth but at rates lower than in recent years. There has
been modest take-up in the USA following the launch stock sales seen in 2008.
The redirection and focus in the Industrial sector has continued to deliver improved
contribution margins, albeit on reduced sales. The cost base was reduced during the year
to match market conditions. In doing so we focussed our resources on those applications
where we already have proven credibility and in the latter part of the year the benefit of
this approach started to show.
The outcome for the second half was in line with expectations at the Interim stage;
however there have been encouraging signs of improvement during recent months.
Results
Revenue for the year fell by 42% to £1,152k (2008: £1,983k), with a large part of this
difference due to sales of start-up stock for Smiths Medical in 2008. This was in line with
expectations following the results reported for the first half of the year. Gross profit was
41% (2008: 56%) due largely to under-recovery of fixed costs with lower turnover.
Overheads were kept under control during the year, and before exceptional costs were
£1,577k (2008: £1,607k), resulting in operating loss before exceptional items at £1,039k
(2008: £502k). Exceptional costs of £109k were associated with restructuring during the
year (2008: nil) and with net interest income much lower at £27k (2008: £179k), the post-
tax loss was £1,082k (2008: £283k).
The year end cash balance was £2,092k (2008: £3,115k), representing a net outflow from
operating activities of £981k (2008: £263k).
Operations
Overall Medical orders in 2009 grew by 10%. This comprised 18% growth in orders from
our non-US distributors, diluted by a flat performance in the UK. Sales in the USA
amounted to £31k. Spending pressures within the NHS temporarily halted what has
previously been a steady growth trend. We recently received a national award for this
part of our range and hope that this will help in overcoming reluctance in some parts to
adopt Inditherm technology to meet the National Institute for Clinical Excellence (NICE)
guidelines.
We continued our strategy of focusing on specific key areas in the Industrial markets.
Contribution margins again increased and were nine precentage points higher than the
previous year, in line with our strategy to concentrate on applications where we can offer
clear benefit for the customer at competitive prices. Restructuring of this part of the business
during the year has helped to align costs to the less diverse and time-consuming areas of
activity. We are working closely with a few major international companies and secured a
significant order at the end of 2009 as a result. We anticipate further progress in sales
penetration during 2010.
We have seen a steady increase in enquiry levels over the last six months. Order flow
improved in the second half and was 30% up on the first half. We took Industrial orders
for over £200k in the last two months of 2009 that will be fulfilled in 2010.
The second half operating loss before exceptional items was 22% lower than the first half,
reflecting both the reduction in overheads and an improvement in performance from
medical distributors.
3
Chairman’s Statement Dividends
As stated in previous years, the Board intends to devote the Company’s financial
resources to business development. This intention, which the Board believes is in the best
interest of the shareholders, has continued during 2009 and the Board does not expect to
declare a dividend during the Company’s continuing development.
Management
As part of restructuring of the business during the year we combined the technical and
manufacturing management roles. 
Employees
We continue to invest in our workforce to ensure we have the appropriate skills with
which to grow the business. On behalf of the Board, I thank our staff most sincerely for
their continued support.
Outlook
Growth of the Medical sector during 2009 continued, but at a lower rate than in recent
years. We saw a 49% increase in distributor orders in the second half of 2009 over the first
half and this trend has continued into the start of 2010. The UK market for our medical
products did not grow as expected, however prospect levels have been rising steadily
over the last six months and we are expecting these to translate into order growth in 2010.
Market penetration in the USA remains slow and whilst we continue to pursue this with
our distribution partners we are redirecting some of our efforts to other overseas markets
where the opportunities for progress in the short term seem greater.
In our Industrial sectors the change of strategy instigated in 2008 has continued to deliver
higher contribution margins. Our focus with a number of key manufacturers in the
confectionery, chemicals and pre-cast concrete sectors has yielded several technical
approvals and endorsements of our technology. We expect further progress in the year
ahead with potential for repeat business with key customers.
The world economic situation has undoubtedly had a major impact in slowing the take-
up of new projects in the last year. However, there are signs that matters are improving
in our Industrial markets. Pressure on budgets in the UK’s NHS is driving up enquiry
levels for our products due to the combination of improved clinical care with reduced
cost, but it is not yet fully clear what level of conversion to orders can be achieved.
The business environment was more challenging than expected in 2009; however, we
have seen improvements in order intake over recent months. In the last three months
order intake has been twice the level of the comparable period in the previous year and
cash consumption has halved. If this continues we believe that we can reach break-even
with our own resources in the foreseeable future.
MARK ABRAHAMS
Chairman
25 March 2010
FORWARD-LOOKING STATEMENTS
Certain statements contained in this document constitute forward-looking statements. Such forward-looking statements involve risks,
uncertainties and other factors which may cause the actual results, performance or achievements of Inditherm plc to be materially different
from any future results, performance or achievements expressed or implied by such statements. Such risks, uncertainties and other factors
include, among others: general economic conditions and the business environment.
4
INDITHERM plc
Chairman’s Statement (continued) Overview
With difficult trading conditions in all markets, 2009 saw a fall in sales and higher
losses. However, with actions taken and an improving market situation we saw some
improvement in the second half of the year.
In our Medical business sales through distributors showed modest growth in the first
half but returned close to historic growth rates in the second half. The UK market
remained flat, but with steady growth in enquiries in the last six months.
The additional focus introduced to our Industrial business during 2009 has delivered
good orders growth towards the end of the year. Further cost reductions in this part of
our operations have been made, in line with our target of concentrating on very
specific market segments and key customers.
Sales & Marketing
In the Medical business we saw further growth, but at a lower rate than we have
achieved historically. Our UK sales of operating theatre patient warming systems
remained static as cost constraints in the NHS restricted investment. A NICE guideline
published in 2008 introduced recommendations to warm more patients during surgical
procedures; however, Inditherm was only briefly mentioned as a potential technology.
There remains significant pressure to warm more patients and, in the current economic
climate within the health service Inditherm has a compelling case to offer. We have
been promoting the cost advantages of Inditherm’s solution and the steady increase in
enquiries over the last six months suggests that we are now being more readily
considered as a route to compliance with NICE guidelines.
We received an award for Suppliers Delivering Sustainability in February 2010, which
recognised our contribution to reducing cost, improving clinical performance and
reducing environmental impact. We believe that this will further help to highlight our
technology within the NHS. 
Many of our overseas Medical distributors have also seen difficult market conditions
in 2009, with decision-making stalled. There was no growth in this part of our business
during the first six months of the year, but we were encouraged by a return to historic
growth rates in the second half. Our distributor conference in March 2009 was attended
by 28 delegates and was very successful, stimulating renewed activity from a number
of our overseas partners. We are now in the process of expanding our operations in the
Middle East, where the medical equipment market appears more buoyant than most
other regions, which should give us further opportunities to secure continued export
growth.
The USA market has continued to prove slow, with constraints on spending in the
capital equipment sector. We now have a second distributor for our operating room
product range; they are active in the market and working to strengthen national sales
coverage for our products. Smiths Medical remains a non-exclusive distributor, but the
majority of their sales have been made from their existing start-up stocks acquired in
2008.
The Industrial business, including construction applications, has been most badly
affected by the global economic situation, with protracted decision making and project
delays. We do not believe we have lost any significant amount of business to
5
Chief Executive’s Review competition. We have reduced our operational overheads for this segment during 2009
and further emphasised our concentration on market segments and key customers
where we can offer greatest added value and thus the most compelling sales
proposition.
Our product offering has been strengthened by the integration of a new food grade
cladding system and an advanced control and monitoring package. We have seen that
this is helping to generate more interest in the Inditherm solution, particularly in the
food and confectionery markets. We have been working closely with a number of
major international manufacturers to gain formal approvals and endorsement of our
technology in their businesses and have achieved a number of successful outcomes.
Several projects are ongoing and we see prospects for repeat business in a number of
areas. This follows on from a strong order intake at the end of 2009 which allowed us
to carry an order book of over £200k into 2010.
Product Development
A number of new medical products were released in 2009 and others are going through
final medical device approvals. These are expected to improve our growth potential in
the year ahead. We have introduced design changes on our patient warming systems
during the year that have allowed us to deliver improved clinical product
performance.
Our advanced process monitoring solution has been further developed in 2009, giving
us unrivalled control for temperature critical processes. Our Inditherm
Pro
insulation
and cladding system has been installed on a number of projects during the year and
has attracted significant interest and very positive feedback from a number of major
manufacturers, particularly in the confectionery industry. These two additions are
proving to be enabling technologies that add to the drive for customers to convert to
Inditherm heating technology.
We have expanded our range of standard container heating jackets, with the addition
of a high power variant. This should give further opportunity for growth of this sector.
Operations
As part of the process of structuring the business to match market conditions, we
combined the manufacturing and technical management roles during 2009. Our
further move to focus on core applications has also allowed us to devolve some of the
production management processes and reduce our operational overheads during the
year. 
Our policy of holding reasonable levels of standard medical products in stock has
allowed us to continue to offer short delivery times and fast turn-round of orders
received. 
We believe that we continue to be perceived by our customers as delivering high
quality products and service and continue to receive positive feedback.
We actively manage the preservation of our cash resources and the cash implications
of business decisions, forecasts and business plans are monitored closely.
6
INDITHERM plc
Chief Executive’s Review (continued) Outlook
The increase in enquiries and orders in our Medical business over the last six months
gives us optimism that we can return to historic growth levels in 2010. We continue to
pursue acceleration of progress in the USA with our distributors there, but will ensure
that our resource allocation is balanced so that we maximise the global market
opportunities.
The pressure on budgets in the NHS and many overseas healthcare systems, combined
with our marketing of the cost savings our technology offers, is driving up the interest
in our products, particularly in the operating room sector. We believe that take-up will
increase in the year ahead, although it is difficult to know how fast the decision-
making process will progress.
Our approach in the Industrial markets has yielded improved order intake at the end
of 2009. Work we are doing with key customers in our core target sectors should lead
to further progress in 2010 and we are already in discussions about a number of
significant projects.
NICK BETTLES
Chief Executive
25 March 2010
FORWARD-LOOKING STATEMENTS
Certain statements contained in this document constitute forward-looking statements. Such forward-looking statements involve risks,
uncertainties and other factors which may cause the actual results, performance or achievements of Inditherm plc to be materially
different from any future results, performance or achievements expressed or implied by such statements. Such risks, uncertainties and
other factors include, among others: general economic conditions and the business environment.
7
Chief Executive’s Review (continued) Directors
Mark Abrahams (Aged 55, Chairman) *
Mark is currently the Chief Executive of Fenner Plc and was formerly non-executive
chairman of the Darby Group Plc. At Fenner he led a strategy of converting the Group
from a power transmissions manufacturer to a world leader in reinforced polymers.
Mark is also a non-executive director of Leeds Teaching Hospitals Trust. He is a
Chartered Accountant and a Companion of the Institute of Management.
Nick Bettles (Aged 54, Chief Executive)
Nick joined the Company in April 2004 as Medical Division Director, and was
promoted to Chief Executive in November 2007. He is a chartered engineer with BSc
and MSc degrees in electrical and electronic engineering from Bristol University. Nick
has held executive management positions within the Medical division of Vickers plc,
and in the industrial field with the Combustion & Environmental division of Land
Instruments International, in addition to his experience at Inditherm.
John Markham OBE (Aged 63) *
John joined the Company in March 2002. He has an honours degree in Chemical
Engineering and is a Fellow of the Institute of Chemical Engineers. He is a Chartered
Engineer and Chartered Scientist. He was awarded the OBE in 1995 for services to
British industry. He has a wealth of experience in industries related to the Company’s
products and applications having spent 20 years with I.C.I. and more recently holding
the position of Chief Executive of Hickson International PLC.
Ian Smith (Aged 53, Finance Director and Company Secretary)
Ian joined the Company in January 2004. He is a Chartered Accountant and qualified
Corporate Treasurer and has extensive international industrial experience gained at
both group and operating company level. Prior to joining Inditherm, Ian was Finance
Director for Portakabin Ltd and Holset Engineering Co Ltd the turbocharging division
of Cummins Engine Co Inc.
* Non-executive
Board Committees 
The principal standing committees appointed by the Board are as follows:
Audit committee Remuneration committee Nominations committee
Mark Abrahams Chairman John Markham Chairman Mark Abrahams Chairman
John Markham Mark Abrahams John Markham
Nick Bettles
8
INDITHERM plc
Directors and Board Committees  The Board is committed to the highest standards of corporate governance appropriate
to its size and sets out below details of how it has applied the provisions of the
Combined Code (2008) on Corporate Governance.
Board Composition
The Board has two executive directors and two independent non-executive directors.
Details of the Board members are on page 8.
The Board meets regularly throughout the year and has a formal schedule of matters
specifically reserved for its decision.
The non-executive directors are considered by the Board to be independent of
management and free from any relationship which could materially interfere with the
exercise of their independent judgement. They receive a fixed fee for their services. The
continuity of service by the non-executive directors is considered appropriate given the
limited resources available to the Company and the Board believe that independence
is not prejudiced by this.
Due to the current size of the Company the roles of Finance Director and Company
Secretary are carried out by one person.
If required, the directors are entitled to take independent legal advice and if the Board
is informed in advance, the cost of the advice will be reimbursed by the Company. The
Company Secretary’s services are available to all members of the Board.
Board Committees
The Board has three standing committees, the membership of which is set out on 
page 8.
Audit Committee
The Audit Committee meets as required, but at least twice a year. In addition to
reviewing the annual report and financial statements and the interim statement prior
to their submission to the Board for approval, it keeps the scope, cost effectiveness,
independence and objectivity of the external auditors under review. This includes
monitoring the level of non-audit fees.
The committee routinely meets for private discussion with the external auditors, who
attend its meetings, as required.
Remuneration Committee
The report of the Remuneration Committee is set out on page 11.
Nominations Committee
The Nominations Committee considers succession planning, reviews the structure,
size and composition of the Board and nominates candidates to fill Board vacancies.
Board Appointments
Any decision to appoint further directors to the Board is taken by the entire Board in a
formal meeting. Where it is deemed necessary, new members of the Board are provided
with appropriate training in respect of their roles and duties as a public company director.
9
Statement of Corporate Governance Relations with Shareholders
The Company places a great deal of importance on communication with its
shareholders.
John Markham has been identified as the Company’s Senior Independent Director. He
is available to shareholders who wish to raise any concerns that they have been unable
to resolve through other channels and to attend meetings between management and
major investors.
The notice of the AGM will be sent to shareholders at least 21 clear days before the
Meeting. At the forthcoming AGM, the company will indicate the level of proxy voting
and members of the Board will be available to answer questions.
Internal Control
The directors acknowledge their responsibility for the Group’s systems of internal
control.
The Group maintains systems of internal control to provide reasonable but not
absolute assurance against material misstatement or loss.
The system of internal control is structured around an assessment of prioritisation of
the various risks to the business. The control environment is designed to address
particularly those risks that the Board considers to be material to the business, in
safeguarding the assets against unauthorised use or disposition and maintaining
proper accounting records which produce reliable financial information.
The Board has reviewed the effectiveness of the system of internal control for the
accounting period and the period to the date of approval of the financial statements. 
The key features of the Group’s systems of internal control are as follows:
● An ongoing process of risk assessment to identify, evaluate and manage business
risks.
● Management structure with clearly defined responsibilities and authority limits.
● A comprehensive system of reporting monthly financial results to the Board. 
● Quality control systems certified under ISO 9001. 
● Appraisal and authorisation of capital expenditure.
Due to the size of the Company there are inherent control limitations. The Company
does not currently operate an internal audit function. At the Audit Committee
meetings the Finance Director presents a formal report on Internal Controls and a
programme of work to ensure systems and processes are maintained in an appropriate
manner for the operations.
Going Concern
After making enquiries, the directors have a reasonable expectation that the Group has
adequate resources to continue in operational existence for the foreseeable future. For
this reason, the going concern basis has been adopted in preparing the financial
statements.
10
INDITHERM plc
Statement of Corporate Governance (continued) Responsibilities
The Committee comprises of two members, John Markham (Chairman of the
Committee) and Mark Abrahams, and is responsible for the determination of the
remuneration policy of the Group’s executive directors and senior executives.
Directors’ service contracts
The executive directors have rolling 12 month contracts requiring 12 months’ written
notice to be given by either party. There are no provisions for compensation if there is
a change of control. The service contracts do not contain any provision for
compensation on early termination other than the notice period. The Committee will
seek to mitigate cost to the Company whilst dealing fairly with each individual case.
The Chairman and non-executive director are usually appointed for a fixed two year
term.
The details of the service contracts in relation to the executive directors and letters of
appointment in relation to the Chairman and non-executive director are:
Unexpired term
At 31 December Notice
2009 period
N Bettles – 1 year
I D Smith – 1 year
M S Abrahams 23 months Fixed term
J H Markham 2 months Fixed term
At a Board meeting on 3 February 2010 the Company extended the letter of
appointment for J H Markham for a further two years taking it through to February
2012. J H Markham did not partake in this section of the meeting and took no part in
this decision.
Remuneration of Non-executive directors
The remuneration for the non-executive directors is determined by the Board as a
whole and consists of fees for their services in connection with Board and Board
Committee meetings and, where relevant, for additional services such as chairing a
Board Committee. Non-executive directors do not participate in decisions about their
own remuneration. They are not eligible for pension scheme membership or bonus
schemes but they do participate in the Company’s share option scheme.
Executive remuneration policy
The Committee endeavours to offer competitive remuneration packages which are
designed to attract, retain and incentivise executive directors and senior executives
with the experience and necessary skills to operate and develop the Company’s
business to their maximum potential, thereby delivering the highest level of return for
the shareholders. 
Consistent with this policy, benefits packages awarded to executives are intended to be
competitive and comprise a mix of contractual and performance related remuneration
designed to incentivise them, but not to detract from the goals of corporate
governance.
11
Remuneration Report The composition of each director’s remuneration based on a maximum payment under
the terms of an annual performance related bonus is as follows:
Contractual entitlement Performance related
N Bettles 67% 33%
I D Smith 67% 33%
Remuneration components for executive directors
Remuneration packages are reviewed each year to ensure that they are in line with the
Group’s business objectives. No director participates in decisions about their own
remuneration package. The main components in determining pay are as follows:
● Basic salary/fees and benefits
The basic annual salary is subject to an annual review which takes into account the
performance of the Company and the individual. Benefits comprise the provision
of a vehicle allowance or the provision of a fully expensed company car, private
healthcare insurance and a death in service insurance scheme.
● Annual performance related bonus
Demanding annual performance targets, which are consistent with both the short
and long term objectives for the business, are set for executive directors which
must be achieved before the bonus is payable. The target bonus for achievement
of the annual budget for these measures is 35% of basic annual salary and the
maximum potential payment for the annual bonus is 50% of basic annual salary,
excluding benefits in kind and pension contributions.
● Pensions
Executive directors receive pension contributions of 5% of basic salary to a
stakeholder or money purchase scheme.
● Executive share options schemes
Share options are granted to executive directors to encourage them to deliver
sustained, long term growth. Except in exceptional circumstances, the value of
options granted in any year will not exceed one times basic salary and the total
value of options outstanding will not exceed five times salary.
12
INDITHERM plc
Remuneration Report (continued) 13
Directors’ detailed emoluments
The emoluments of the directors of the Company were as follows:
Pension Benefits 2009 2008
Salary contribution in kind Total Total
£’000 £’000 £’000 £’000 £’000
M S Abrahams 35–– 35 35
J H Markham 23–– 23 23
N Bettles 110 5 11 126 126
I D Smith 90 5 14 109 109
111 111 111 111 111
258 10 25 293 293
222 222 222 222 222
Contributions to a defined contribution pension scheme were paid on behalf of two
directors (2008: two) during the year. No directors exercised share options during the
year.
Interests in share options
Details of options held by directors at the year end are set out below:
Date of Option 2009 2008
Grant Price Number Number
M S Abrahams 10/12/01 97p 207,540 207,540
J H Markham 09/04/02 222p 30,000 30,000
N Bettles 21/12/07 10p 400,000 400,000
I D Smith 02/04/04 52.5p 100,000 100,000
I D Smith 21/12/07 10p 200,000 200,000
After an initial two year qualification period options are exercisable at any time up to
the tenth anniversary of the date of grant.
The market price of the Company’s shares at 31 December 2009 was 9.5p: the range of
market prices during the year was 3.75p to 12.5p.
Remuneration Report (continued) 14
INDITHERM plc
Directors’ Interests in shares
The directors’ interests in the 1p ordinary shares of the Company at the year end were:
2009 2008
M S Abrahams 301,546 301,546
J H Markham 29,366 29,366
N Bettles 4,444 4,444
I D Smith 54,444 54,444
222 222
There have been no post year end changes to these holdings.
All directors’ interests are beneficially held. 
JOHN H MARKHAM
Chairman, Remuneration Committee
25 March 2010
Remuneration Report (continued) 15
The directors are responsible for preparing the Annual Report and the financial
statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial
year. Under that law the directors have elected to prepare the Group and Parent
Company financial statements in accordance with International Financial Reporting
Standards (IFRSs) as adopted by the European Union. Under company law the
directors must not approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Group and the Company and of
the profit or loss of the Group for that period. 
In preparing these financial statements, the directors are required to:
● select suitable accounting policies and then apply them consistently;
● make judgements and accounting estimates that are reasonable and prudent;
● state whether applicable IFRSs as adopted by the European Union have been
followed, subject to any material departures disclosed and explained in the
financial statements; and
● prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company and the Group and enable
them to ensure that the financial statements comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the Company and the Group
and hence for taking reasonable steps for the prevention and detection of fraud and
other irregularities.
The directors are responsible for the maintenance and integrity of the Company’s
website. Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation in other jurisdictions.
In accordance with Section 418, the directors are required, and hereby confirm, in the
case of each director in office at the date the directors’ report is approved, that:
(a) so far as the director is aware, there is no relevant audit information of
which the Company’s auditors are unaware; and
(b) he has taken all the steps that he ought to have taken as a director in order
to make himself aware of any relevant audit information and to establish
that the Company’s auditors are aware of that information.
By order of the Board
IAN D SMITH
Finance Director and Company Secretary
25 March 2010
Statement of Directors’ Responsibilities The directors present their report together with the Group’s audited financial
statements for the year ended 31 December 2009.
Results and dividends
The income statement is set out on page 21 and shows the loss for the year.
As stated in previous years, the Board intends to devote the Company’s financial
resources to business development. This intention, which the Board believes is in the
best interest of the shareholders, has continued during 2009 and the Board does not
expect to declare a dividend during the Company’s continuing development (2008:
nil).
Principal activity and business review
The principal activity of the Group is the manufacture, sale, installation and licensing
of specialised heating materials. A review of the Group’s development during the
year and its prospects are given in the Chairman’s Statement on page 3 and the Chief
Executive’s Review on page 5.
Principal risks and uncertainties
The Group has a formal process for indentifying principal risks and has a programme
for reviewing these risks as part of its monthly Board meeting business. The principal
risks faced by the Group are:
● Impact of global recession
● Business growth rates 
● Liquidity
● Attracting and retaining key staff
● Development of the North American medical markets
● Polymer production and development programme
● Patents infringement
Key Performance Indicators
The Board monitor the following key performance indicators in absolute and relative
terms:
2009 2008
Order growth rate (Year on year) -4% -40%
2008 drop in orders was due to the absence
of orders for Smiths start up stocks 
Revenue growth rate (Year on year) -42% +6.5%
Revenue contracted in 2009 due to not having the start
up stocks for Smiths and the reduction in activity
levels explained in the Chairman and CEO reports
Gross Margin % (Annual percentage) 41% 56%
Contribution Margins were comparable year on
year but were diluted by the underrecovery of
fixed costs caused by the drop in revenue
Cash resources available £2,092k £3,115k
Cash outflow from trading and investment activities
16
INDITHERM plc
Report of the Directors
for the Year ended 31 December 2009 Directors
The directors of the Company who served during the year are shown on page 8. 
Substantial interests
At 24 March 2010 the Company had been notified of the following interests (excluding
the interests of the directors), which amounted to 3% or more of the issued capital of the
Company.
Number of Percentage
Shareholder shares holding
Cazenove Fund Management Limited 10,805,998 21.2%
D G Steward 10,300,000 20.2%
Allianz Cornhill Insurance plc 4,600,000 9.0%
Patrick O’Grady 4,572,936 8.9%
Invesco Perpetual AIM VCT plc 4,025,000 7.9%
Aviva plc 3,722,085 7.3%
First Pheonix VCT plc 3,400,000 6.7%
AXA Investment Managers Limited 2,112,085 4.1%
222 222
Creditor payment policy and practice
It is the Group’s and Company’s policy to settle all trade creditors within the normal
commercial terms of trade agreed with each supplier. The number of days’ purchases
represented by the Group and Company trade creditors at the year end was 45 (2008: 46). 
Research and development
The Group continues to invest in research and development, in order to increase our
product offering and improve the effectiveness of our technology. Internal costs are
expensed in the Income Statement. 
External costs incurred on specific development projects that are expected to result in
commercially and economically viable products are capitalised. 
Financial instruments
The Group’s financial instruments comprise cash and various items such as trade
debtors, trade creditors etc. that arise directly from its operations. The main purpose of
these financial instruments is to finance the Group’s operations. 
The main risks arising from the Group’s financial instruments are liquidity and credit risk.
The Group ensures that it has sufficient cash resources available to meet all short term
cash requirements and to meet its capital expenditure programme, for the foreseeable
future. 
At present the directors do not believe that the Group has significant interest rate risks
and consequently does not hedge against such risk. 
Credit limits are set for all customers having referred to payment history and the
services of a credit rating support service.
The Board reviewed and updated its investment strategy for its cash investments in the
light of the issues in the banking sector. This review established that no more than £1m
17
Report of the Directors (continued) 18
INDITHERM plc
would be place on deposit with any one institution and that all institutions should be
rated AA or better for long term investments and A1+ for short term investments. The
Board keeps this situation under review. 
The Board has established a foreign currency hedging policy that aims to protect gross
margins, when viewed in sterling terms, for orders denominated in foreign currencies
that have been awarded by customers or placed with suppliers. At this stage of the
Company’s development the uncertainty of future business levels means that no
hedging is undertaken for projected sales not contractually committed. The policy
allows the use of spot and forward foreign exchange contracts, but does not allow the
use of other derivative instruments. The amount of cash held in foreign currencies is
not considered significant enough to require hedging arrangements. The Board keeps
these risks under regular review.
Further information on financial instruments is set out in note 14.
Indemnification of directors
The directors’ Contracts of Employment and Letters of Appointment do not indemnify
directors. The Company provides Directors and Officers Insurance cover for £5,000,000
and is contractually committed to provide cover for the period of service and six years
thereafter. 
Re-appointment of auditors
PricewaterhouseCoopers LLP have expressed their willingness to continue in office
and a resolution to re-appoint them will be proposed at the Annual General Meeting.
Special business
● Resolution 4 in the Notice of Annual General Meeting on page 46 renews the
authority of the directors to allot relevant securities. The nominal amount of
securities to which the authority relates is £25k, which represents approximately
5% of the Company’s current issued share capital. Such authority will expire at the
conclusion of the Annual General Meeting next following the passing of this
Resolution or if earlier fifteen months after the date of this Ordinary Resolution.
The directors have no present intention of exercising this authority.
● Resolution 5 waives the statutory pre-emption rights under s.561 of the
Companies Act 2006 in respect of the allotment of equity securities for cash. The
nominal amount of equity securities which may be issued without being offered
to existing shareholders is £25k, as noted above for Resolution 4. There is no
present intention to make any such allotment of equity securities, but the directors
consider it desirable to maintain the flexibility afforded by this power.
● The directors believe that both of the above Resolutions are in the best interests of
the Company and shareholders and they therefore recommend shareholders’ to
vote in favour of the Resolutions.
By order of the Board
IAN D SMITH
Secretary
25 March 2010
Report of the Directors (continued) We have audited the Group and Parent Company financial statements (the ‘’financial
statements’’) of Inditherm plc for the year ended 31 December 2009 which comprise the
Consolidated Income Statement, the Consolidated and Parent Company Balance
Sheets, the Consolidated and Parent Company Statement of Cash Flow, the Group and
Parent Company Statement of Changes in Equity and the related notes. The financial
reporting framework that has been applied in their preparation is applicable law and
International Financial Reporting Standards (IFRSs) as adopted by the European Union
and, as regards the Parent Company financial statements, as applied in accordance
with the provisions of the Companies Act 2006.
Respective responsibilities of directors and auditors
As explained more fully in the Statement of Directors’ Responsibilities, the directors
are responsible for the preparation of the financial statements and for being satisfied
that they give a true and fair view. Our responsibility is to audit the financial
statements in accordance with applicable law and International Standards on Auditing
(UK and Ireland). Those standards require us to comply with the Auditing Practices
Board’s Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and only for the 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.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the
financial statements sufficient to give reasonable assurance that the financial
statements are free from material misstatement, whether caused by fraud or error. This
includes an assessment of: whether the accounting policies are appropriate to the
Group’s and Parent Company’s circumstances and have been consistently applied and
adequately disclosed; the reasonableness of significant accounting estimates made by
the directors; and the overall presentation of the financial statements.
Opinion on financial statements 
In our opinion: 
● 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 2009 and of the Group’s loss and
Group’s and Parent Company’s cash flows for the year then ended;
● the group financial statements have been properly prepared in accordance with
IFRSs as adopted by the European Union; 
● the Parent Company financial statements have been properly prepared in
accordance with IFRSs as adopted by the European Union and as applied in
accordance with the provisions of the Companies Act 2006; and
● the financial statements have been prepared in accordance with the requirements
of the Companies Act 2006. 
19
Independent Auditors’ Report to the Members of
Inditherm plc  Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ Report for the financial year for
which the financial statements are prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act
2006 requires us to report to you if, in our opinion: 
● adequate accounting records have not been kept by the parent company, or
returns adequate for our audit have not been received from branches not visited
by us; or 
● the Parent Company financial statements are not in agreement with the
accounting records and returns; or 
● certain disclosures of directors’ remuneration specified by law are not made; or
● we have not received all the information and explanations we require for our
audit.
Randal Casson (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants 
and Registered Auditor
Leeds
25 March 2010
Notes:
(a) The maintenance and integrity of the Inditherm plc website is the responsibility of
the directors; the work carried out by the auditors does not involve consideration
of these matters and, accordingly, the auditors accept no responsibility for any
changes that may have occurred to the financial statements since they were
initially presented on the website.
(b) Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
20
INDITHERM plc
Independent Auditors’ Report to the Members of
Inditherm plc (continued)  2009 2008
Notes £’000 £’000
Revenue 2 1,152 1,983
Cost of sales (676) (878)
111 111
Gross profit 476 1,105
Administrative expenses (1,624) (1,607)
Operating loss before exceptional items (1,039) (502)
Exceptional costs 4 (109) –
Operating loss (1,148) (502)
Finance income 5 27 179
Finance costs 5 – (1)
111 111
Loss on ordinary activities before taxation (1,121) (324)
Taxation credit from loss on ordinary activities 6 39 41
111 111
Deficit for the year attributable to equity holders (1,082) (283)
222 222
Loss per share – basic and diluted 7 (2.1p) (0.6p)
All amounts relate to continuing activities.
All income and expenditure has been recognised in the income statement and therefore no
statement of comprehensive income is required.
21
Consolidated Income Statement
for the Year ended 31 December 2009 22
INDITHERM plc
Share Share based
Share premium payment Retained
capital account reserve earnings Total
£’000 £’000 £’000 £’000 £’000
At 1 January 2008 511 9,929 110 (6,736) 3,814
Credit for share based payments – – 12 – 12
Loss for the year – – – (283) (283)
111 111 111 111 111
At 31 December 2008 511 9,929 122 (7,019) 3,543
Credit for share based payments – – 12 – 12
Loss for the year – – – (1,082) (1,082)
111 111 111 111 111
At 31 December 2009 511 9,929 134 (8,101) 2,473
222 222 222 222 222
Consolidated Statement of Changes in
Shareholders’ Equity
Share Share based
Share premium payment Retained
capital account reserve earnings Total
£’000 £’000 £’000 £’000 £’000
At 1 January 2008 511 9,929 110 (6,751) 3,799
Credit for share based payments – – 12 – 12
Loss for the year – – – (269) (269)
111 111 111 111 111
At 31 December 2008 511 9,929 122 (7,020) 3,542
Credit for share based payments – – 12 – 12
Loss for the year – – – (1,081) (1,081)
111 111 111 111 111
At 31 December 2009 511 9,929 134 (8,101) 2,473
222 222 222 222 222
Statement of Changes in Shareholders’ Equity – Company 23
2009 2008
Notes £’000 £’000
Assets
Non-current assets
Property, plant and equipment 8 52 115
Intangible assets 9 95 92
111 111
147 207
111 111
Current assets
Inventories 11 144 175
Trade and other receivables 12 265 317
Current income tax asset 79 40
Cash and cash equivalents 2,092 3,115
111 111
2,580 3,647
111 111
Liabilities
Current liabilities
Trade and other payables 13 (249) (311)
111 111
(249) (311)
111 111
Net current assets 2,331 3,336
Non-current liabilities
Provisions for liabilities and charges 16 (5) –
111 111
Net assets 2,473 3,543
222 222
Shareholders’ equity
Called up share capital 17 511 511
Share premium account 9,929 9,929
Share based payment reserve 134 122
Retained earnings (8,101) (7,019)
111 111
Total equity 2,473 3,543
222 222
The financial statements were approved by the Board of Directors on 25 March 2010 and signed on
its behalf by:
N BETTLES I D SMITH
Director Director
Consolidated Balance Sheet
as at 31 December 2009 24
INDITHERM plc
2009 2008
Notes £’000 £’000
Assets
Non-current assets
Property, plant and equipment 8 52 115
Intangible assets 9 95 91
111 111
147 206
111 111
Current assets
Inventories 11 144 175
Trade and other receivables 12 265 317
Current income tax asset 79 40
Cash and cash equivalents 2,092 3,115
111 111
2,580 3,647
111 111
Liabilities
Current liabilities
Trade and other payables 13 (249) (311)
111 111
(249) (311)
111 111
Net current assets 2,331 3,336
Non-current liabilities
Provisions for liabilities and charges 16 (5) –
111 111
Net assets 2,473 3,542
222 222
Shareholders’ equity
Called up share capital 17 511 511
Share premium account 9,929 9,929
Share based payment reserve 134 122
Retained earnings (8,101) (7,020)
111 111
Total equity 2,473 3,542
222 222
The financial statements were approved by the Board of Directors on 25 March 2010 and signed on
its behalf by:
N BETTLES I D SMITH
Director Director
Company Balance Sheet
as at 31 December 2009  25
Group and
Company
2009 2008
Notes £’000 £’000
Cash flow from operating activities
Cash used in operations 18 (1,009) (481)
Interest received 27 179
Interest paid – (1)
Taxation – 40
111 111
Net cash outflow from operating activities (982) (263)
222 222
Cash flow from investing activities
Purchase of property, plant and equipment (4) (17)
Capitalised development costs (40) (91)
Sale of property, plant and equipment 3 1
111 111
Net cash used in generated from investing activities (41) (107)
222 222
Net decrease in cash and cash equivalents (1,023) (370)
Cash and cash equivalents at the beginning of the period 3,115 3,485
111 111
Cash and cash equivalents at the end of the period 2,092 3,115
222 222
Cash Flow Statement
for the Year ended 31 December 2009  1 Accounting Policies
Basis of preparation
The Company was incorporated in England and Wales and is domiciled in England.
The principal accounting policies adopted in the preparation of these financial
statements, which have been applied consistently to all periods presented, are set out
below. 
The financial statements have been prepared in accordance with International
Financial Reporting Standards (IFRS) as adopted by the European Union, International
Financial Reporting Interpretations Committee (IFRIC) interpretations and with those
parts of the Companies Act 2006 applicable to companies reporting under IFRS. The
standards used are those published by the International Accounting Standards Board
(IASB) and endorsed by the EU at the time of preparing these statements. The financial
statements are prepared under the historical cost convention, except for share based
payments and derivative financial instruments which are measured at fair value. 
Basis of consolidation
The financial statements of the Group consolidate the financial statements of Inditherm
plc and its subsidiary undertakings up to 31 December 2009 using acquisition
accounting. The results of subsidiary undertakings acquired during a financial period
are included from the effective date of acquisition. All intra-group transactions,
balances, income and expenses are eliminated on consolidation.
The Company has taken advantage of the exemption under Section 408 of the
Companies Act 2006 and has not presented its own income statement. The loss after
taxation of for the year dealt with in the accounts of the parent company was £1,082k
(2008: £283k loss). 
Subsidiaries are all entities over which the Group has the power to govern the financial
and operating policies generally accompanying a shareholding of more than one half
of the voting rights. Consistent accounting policies are used by all subsidiaries.
Accounting estimates and judgements
The preparation of these financial statements requires management to make estimates
and judgements that affect the reported amounts of assets and liabilities at the date of
the financial statements and the reported amounts of revenue during the reporting
period. Actual results could differ from these estimates. Information about such
judgements and estimates is contained in individual accounting policies.
Key sources of estimation uncertainty that could cause an adjustment to be required to
the carrying amount of asset or liabilities within the next accounting period are:
● Revenue recognition and assessment of long term contract performance;
● Warranty provisions; and
● Allowances against the valuation of inventories.
26
INDITHERM plc
Notes forming part of the financial statements
for the Year ended 31 December 2009  27
1 Accounting Policies (continued)
New accounting standards and IFRIC interpretations
The following new standards and interpretations have been adopted:
● IAS 1 (revised) Presentation of financial statements
● IFRS 2 (amendment) Share based payments
● IFRS 7 (amendment) Financial Instruments:disclosures 
● IFRS 8 Operating Segments
The following new standards and interpretations to existing standards are mandatory
for accounting periods beginning on or after 1 January 2009 but are not relevant to the
Group’s or Company’s operations:
● IFRIC 13, ’Customer loyalty programmes relating to IAS 18, Revenue’; and
● IFRIC 14, ‘IAS 19 – The limit on a defined benefit asset, minimum funding
requirements and their interaction’.
The following standards and interpretations to existing standards have been published
but are not mandatory for the year ended 31 December 2009 and consequently have
not been adopted by the Group or Company in the year:
● IFRC 17, ‘Distribution of non-cash assets to owners’;
● IAS 27 (revised), ‘Consolidated and separate financial statements’;
● IFRS 3 (revised), ‘Business combinations’;
● IAS 38 (amendment), ‘Intangible assets’;
● IFRS 5 (amendment), ‘Non-current assets held for sale and discontinued
operations’;
● IAS 1 (amendment), ‘Presentation of financial statements’; and
● IFRS 2 (amendments), ‘Group cash-settled share-based payment transactions’.
No standards have been adopted early by the Group or Company.
Revenue recognition
Revenue comprises the fair value of the consideration received or receivable from the
sale of goods and services in the ordinary course of the Group’s activities. Revenue is
shown net of value added tax, returns, rebates and discounts. Revenue is recognised
when title of the goods passes to the customer or when the services have been provided.
Turnover and attributable profit on long-term contracts is recognised according to the
percentage of estimated total contract value completed, provided that the outcome of
the contract can be assessed with reasonable certainty. Percentage of completion is
calculated as costs incurred compared to total estimated costs expected to be incurred.
Amounts recognised as revenue in respect of work done but not yet billed are included
within current assets net of progress payments received and provisions for foreseeable
losses. Costs incurred, including an appropriate allocation of overheads, in respect of
long term contracts are included in work in progress net of amounts recognised in cost
of sales in the income statement, progress payments received and provisions for
foreseeable losses. Provision is made in full for any losses as soon as they can be
foreseen. Any payments on account or provisions for foreseeable losses in excess of
contract balances are included in current liabilities.
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2009  1 Accounting Policies (continued)
Exceptional items
Exceptional items are non-recurring and/or material items which are either outside of
the group’s ordinary activities or that due to their size or nature require separate
disclosure in order for the financial statements to provide a better indication of the
underlying results of the business. 
Employee benefits
The Group operates a stakeholder pension scheme and contributions are also paid into
employees’ personal pension schemes. Contributions are charged to the income
statement in the period in which they become payable. The Group has no further
payment obligations once the contributions have been paid.
Share-based incentives
The Group issues equity settled share options to certain employees. These are
measured at fair value at the date of grant and recognised as an expense in the income
statement over the vesting period based upon the Group’s estimate of the number and
value of options that will eventually vest. The fair value is determined by using the
Black-Scholes options pricing model.
Research and development costs
Research expenditure is written off in the year in which it is incurred. Development
expenditure is charged to the income statement in the year in which it is incurred
unless it meets the criteria for capitalisation in IAS 38 ‘Intangible assets’. 
Product development costs
All internal costs of product development are written off in the period in which it is
incurred. 
Where the criteria for capitalisation in IAS 38 ‘Intangible assets’ are meet costs incurred
with third parties are capitalised and amortised over their useful economic lives which
is initially considered to be three years from the point the products are launched to
market.
Leases
Payments made under operating leases, net of any incentives received from the lessor,
are charged to the income statement on a straight line basis over the period of the lease. 
Assets acquired under hire purchase contracts are capitalised in the balance sheet and
depreciated over the shorter of the lease term or their expected useful lives. The capital
element of future lease payments are included in liabilities. The interest element is
charged to the income statement over the term of the contract.
Foreign currency transactions and balances
Foreign currency transactions are translated using exchange rates prevailing at the date
of the transactions. Assets and liabilities are translated at exchange rates ruling at the
end of each financial period, gains and losses on retranslation are recognised in the
income statement.
28
INDITHERM plc
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2009 29
1 Accounting Policies (continued)
Property, plant and equipment
Property, plant and equipment is stated at cost net of accumulated depreciation and
any provision for impairment. Cost comprises purchase cost together with any
incidental costs of acquisition. Depreciation is provided to write off the cost less the
estimated residual value of the tangible fixed assets by equal instalments over their
estimated useful economic lives. The asset’s residual values and useful economic lives
are reviewed, and adjusted as appropriate, at each balance sheet date. The following
rates are applied:
Fixtures and fittings – 10%-25% per annum
Motor vehicles – 25% per annum
Plant, machinery and office equipment – 20%-33% per annum
Intangible assets
Intangible assets are recognised if it is possible that there will be future economic
benefits attributable to the asset, the cost of the asset can be measured reliably, the
asset is separately identifiable and there is control over the use of the asset. The cost
of assets is amortised over the period over which the Group expects to benefit from
these assets. Provision is made for any impairment in value if applicable.
Purchased intellectual property rights are capitalised and amortised over the
directors’ estimate of their useful economic life of 10 years.
Impairment of non – financial assets
Assets that are subject to amortisation are reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount may not be
recoverable. An impairment loss is recognised for the amount by which the asset’s
carrying amount exceeds its recoverable amount. The recoverable amount is the
higher of an asset’s fair value less costs to sell and value in use. Non-financial assets
other than goodwill that suffered an impairment are reviewed for possible reversal of
the impairment at each reporting date.
Taxation
The current income tax charge is calculated on the basis of the tax laws enacted or
substantively enacted at the balance sheet date, together with any adjustment in
respect of previous years.
Deferred taxation is recognised, using the full liability method, on temporary
differences arising between the tax bases of assets and liabilities and their carrying
amount in the consolidated financial statements. Deferred taxation is determined
using tax rates (and laws) that have been enacted, or substantially enacted, by the
balance sheet date, and are expected to apply when the related deferred taxation asset
is realised or deferred taxation liability is settled. 
Deferred taxation assets are recognised only to the extent that it is probable that
within a reasonable future taxable profits will be available against which the
temporary differences can be utilised.
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2009 30
INDITHERM plc
1 Accounting Policies (continued)
Inventories
Inventories which include raw materials and work in progress are stated at the lower
of cost and net realisable value. Cost comprises direct material and, where applicable,
direct labour costs and those overheads that have been incurred in bring inventories to
their present location and condition. Raw materials are valued on a first in first out
basis.
Net realisable value is based on estimated selling price less additional costs to
completion or disposal. Allowance is made for obsolete, defective and slow moving
items based on estimated future usage.
Trade and other receivables
Trade and other receivables are stated at cost less provisions for impairment, where
appropriate. Provision for impairment of trade receivables is established where there
is evidence that the Group will not be able to collect all the amounts due. The amount
of the provision is the difference between the asset’s carrying amount and the cash
flows expected to be received. 
Investments
Investments held as non-current and current assets are stated at cost less provision for
any impairment in value.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held on call with banks, other
short term highly liquid investments with original maturities of three months or less,
and bank overdrafts. Bank overdrafts are shown within borrowings on the balance
sheet. 
Derivative financial instruments
Derivative financial instruments are initially recognised at fair value on the date a
contract is entered into and are subsequently re-measured at their fair value at each
balance sheet date. The resulting gain or loss is recognised directly in the income
statement. The Group does not apply hedge accounting in respect of its financial
instruments, nor does it trade in any financial instruments.
Trade payables
Trade payables are recognised initially at fair value and subsequently measured at
amortised cost using the effective interest method.
Grants 
Revenue based grants are credited to the income statement against related expenditure
whilst grants of a capital nature are treated as deferred income and are transferred to
the income statement over the expected useful lives of the relevant assets. 
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2009 31
1 Accounting Policies (continued)
Provisions
Provisions for liabilities are made where the timing or amount of settlement is
uncertain. A provision is recognised when: the Group has a present legal or
constructive obligation as a result of past events; it is probable that an outflow of
resources will be required to settle the obligation; and the amount can be reliably
estimated. Provisions are not discounted on the ground of materiality as permitted
under IAS 37 Provisions, Contingent Liabilities and Contingent Assets.
Warranty provision
The performance of products is warranted against clearly defined performance
specifications established by reference to the technical and development testing carried
out at the manufacturing facility in Wath upon Dearne and in the field. The estimated
cost of work to be performed under warranty on items sold by the Group is provided
for when the above criteria are met.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the
issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.
2 Segmental analysis
Inditherm’s activities are organised into three segments, two trading segments, being
Medical and Industrial, and Central costs. Technical and Engineering overhead costs
are charged against the segments based on time and usage. Central costs are not
allocated to trading segments, to do so would be arbitrary.
There is no inter-segmental trading.
The Group’s operations are based in the United Kingdom. The Industrial segment
operates predominately in the UK market and the Medical business operates on a
worldwide basis.
The Group’s chief operating decision maker is the Chief Executive, Nick Bettles.
The financial information presented to the chief operating decision maker, including
the financial information of the Group’s reportable segments, is presented in
accordance with International Financial Reporting Standards (IFRS).
Medical
In the Medical segment, Inditherm specialises in warming solutions to prevent
hypothermia and heat therapy systems for the treatment of injuries and wounds.
Patient warming products are primarily used in operating theatres, recovery and
intensive care, accident & emergency, and neo-natal applications. They offer improved
clinical performance, combined with significant cost savings over traditional
technologies. Products are sold in the UK via a direct sales force with the support of
regional distributors, internationally the businesses has developed an extensive
distributor network. 
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2009 2 Segmental analysis (continued)
Industrial
This segment consists of activities in the Industrial and Construction markets,
Inditherm specialises in providing heating solutions for critical temperature
management or frost protection for pipelines, portable storage containers, tanks, valves
and pumps. Inditherm supplies many well-known multi-national companies in the
food and beverage, confectionery, pharmaceutical, chemical, oil and gas, and water
utility industries.
In the Construction market, Inditherm working in conjunction with Sheffield Hallam
University, has developed solutions to accelerate concrete curing. Initial commercial
focus has been in the pre-cast concrete producers where process improvement provides
the benefit of improved cycle times, reduction in lost production and significant
savings on energy and cement costs.
Central costs
This segment includes the costs of the board of directors, costs attributable to the
businesses status as a public limited company on the AIM market, together with
shared support functions such as accounting and sales administration. The allocation
of these costs to the two trading segments has not been done because it is the board’s
opinion that it would be too subjective and could lead to distorted decision making.
Segmental information for the year ended 31 December 2009 and 2008 is as follows:
Central
Industrial Medical costs Total
2009 £’000 £’000 £’000 £’000
Orders 477 801 – 1,278
Revenue 361 791 – 1,152
Operating profit/(loss) before
exceptional costs (377) 185 (847) (1,039)
Trade receivables 116 114 – 230
Central
Industrial Medical costs Total
2008 £’000 £’000 £’000 £’000
Orders 598 727 – 1,325
Revenue 751 1,232 – 1,983
Operating profit/(loss) before
exceptional costs (127) 507 (882) (502)
Trade receivables 116 126 – 242
32
INDITHERM plc
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2009 33
2 Segmental analysis (continued)
Reconciliation of Segmental operating profit before exceptional costs to deficit for
the year attributable to equity holders 
2009 2008
£’000 £’000
Operating profit/(loss) before exceptional costs (1,039) (502)
Exceptional costs (109) –
Finance income 27 179
Finance costs – (1)
Taxation credit from loss on ordinary activities 39 41
111 111
Deficit for the year attributable to equity holders (1,082) (283)
222 222
Reconciliation of Segmental trade receivables to total assets
2009 2008
£’000 £’000
Trade receivables 230 242
Amounts recoverable under contracts – 34
Other receivables – 2
Prepayments and accrued income 35 39
Property, plant and equipment 52 115
Intangible assets 95 92
Inventories 144 175
Current tax asset 79 40
Cash and cash equivalents 2,092 3,115
111 111
Total Assets 2,727 3,854
222 222
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2009 34
INDITHERM plc
3 Employees
Group and Company 2009 2008
Aggregate employee costs are as follows: £’000 £’000
Wages and salaries 895 1,018
Social security costs 95 106
Pension costs – defined contribution schemes 19 20
Share based payment 12 12
111 111
1,021 1,156
222 222
Average number of persons including executive directors employed:
2009 2008
Number Number
Management and administration 4 4
Medical Sales 6 4
Industrial Sales 3 6
Development 2 2
Production 10 17
111 111
25 33
222 222
Directors’ emoluments 
The emoluments of the directors of the Company are:
2009 2008
£’000 £’000
Aggregate emoluments 283 283
Contributions to defined contribution pension scheme 10 10
111 111
293 293
222 222
The emoluments of the highest paid director were £126k (2008: £126k), Contributions
to pension arrangements for the highest paid director were £5k (2008: £5k)
No directors exercised share options during the year (2008: none).
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2009 35
4 Operating loss
Operating loss has been arrived at after charging/(crediting):
2009 2008
£’000 £’000
Depreciation of property, plant and equipment - owned assets 45 64
Amortisation of intangible fixed assets 19 14
Profit on disposal of property, plant and equipment (3) (1)
Property lease payments 71 71
Other operating leases 40 40
Research and development costs* 100 77
Exceptional costs** comprising:
£’000
Provision against inventories 51
Provision against fixed assets 22
Cost of a redundancy programme 36 109 –
222
Grant income (3) (13)
Auditor’s remuneration
For audit services – statutory 24 24
For audit services – other – 3
For non-audit services – tax fees 3 6
111 111
Total – Auditors’ remuneration 27 33
222 222
* These are the revenue items only. Product development costs that have been
capitalised also qualify for Research and Development tax credits.
** On 27 July 2009 the company made a trading statement which explained trading
had suffered in the light of the worldwide recessionary conditions. In response the
company announced it had taken the decision to divert resources from the
Industrial segment to the Medical segment and reduce headcount by
approximately 20%. In the Industrial segment greater focus would be placed on
the sectors where the Company could offer standardised products and gain repeat
business. As a result, a review of assets and inventory was undertaken to reassess
expected useful lives and net realisable values and provisions were made for
assets the value of which was impaired by this adjustment to business strategy.
Provisions against inventories of £51k and £11k of the provision against fixed
assets is included in cost of sales and £11k of the provision against fixed assets and
the cost of the redundancy programme are included in administrative costs.
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2009 5 Net finance income
2009 2008
£’000 £’000
Finance income
Bank interest receivable 27 179
222 222
Finance costs
Bank interest payable – (1)
222 222
6 Taxation 
(a) Analysis of credit in year
2009 2008
Current tax: £’000 £’000
UK corporation tax credit 39 41
222 222
(b) Factors affecting tax credit for year 
The tax assessed for the year is explained below:
2009 2008
£’000 £’000
Loss on ordinary activities before taxation (1,121) (324)
Loss on ordinary activities multiplied by expected rate
of corporation tax of 21% (2008: 20.75%) (235) (67)
Effects of:
Expenses not deductible for tax purposes 3 7
Depreciation in excess of capital allowances not
recognised as deferred tax asset (7) (3)
Research and development tax credit (39) (41)
Trading losses carried forward 239 63
111 111
(39) (41)
222 222
(c) Factors that may affect future tax charges
The Group has tax losses estimated at £6,464k (2008: £5,612k) available for relief against
future trading profits.
The potential deferred tax assets on the above is shown below:
2009 2008
£’000 £’000
Accelerated capital allowances and other timing differences 56 36
Losses 1,404 1,252
111 111
1,460 1,288
222 222
The potential deferred tax asset has not been recognised.
36
INDITHERM plc
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2009 37
7 Loss per share
The calculation of loss per ordinary share is based on losses of £1,082k (2008 £283k) and
on a weighted average of 51,112,581 (2008: 51,112,581) ordinary shares in issue during
the year. The share options are anti-dilutive due to the loss in the year, and have
therefore been excluded.
8 Property, plant and equipment 
Group and Company Plant,
machinery,
Fixtures and Office Motor
fittings equipment vehicles Total
£’000 £’000 £’000 £’000
Cost
1 January 2008 242 162 83 487
Additions – 17 – 17
Transfer (6) 6 – – 
Disposals – – (16) (16)
111 111 111 111
31 December 2008 236 185 67 488
Additions – 4 – 4
Disposals – (2) – (2)
111 111 111 111
31 December 2009 236 187 67 490
222 222 222 222
Accumulated depreciation
1 January 2008 142 112 71 325
Depreciation charge 23 32 9 64
Disposals – – (16) (16)
111 111 111 111
31 December 2008 165 144 64 373
Depreciation charge 20 22 3 45
Provision for diminution in value* 11 11 – 22
Disposals – (2) – (2)
111 111 111 111
31 December 2009 196 175 67 438
222 222 222 222
Net book amount
31 December 2009 40 12 – 52
222 222 222 222
31 December 2008 71 41 3 115
The net book amount of property, plant and equipment includes an amount of £nil
(2008: £nil) in respect of assets held under hire purchase contracts.
* The provision for diminution in value has been included in the exceptional item
detailed in note 4 and has been made as a result of the change in business strategy
announcement in the Trading Statement dated 27 July 2009.
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2009 38
INDITHERM plc
9 Intangible assets
Group Intellectual Product 
property development
rights costs Total
£’000 £’000 £’000
Cost
1 January 2008 136 – 136
Additions – 91 91
Disposals – – – 
111 111 111
31 December 2008 136 91 227
Additions – 40 40
Aborted development costs – (18) (18)
111 111 111
31 December 2009 136 113 249
222 222 222
Accumulated amortisation and impairment
1 January 2008 121 – 121
Amortisation charge 14 – 14
111 111 111
31 December 2008 135 – 135
Amortisation charge 1 18 19
111 111 111
31 December 2009 136 18 154
222 222 222
Net book amount
31 December 2009 – 95 95
111 111 111
31 December 2008 1 91 92
Only product development costs are held in the Company balance sheet.
Amortisation of intangible assets is included within administrative expenses within
the income statement.
10 Investments in subsidiaries – Company
Investment in subsidiaries at cost: £
At 1 January 2009 and 31 December 2008 104
222
Inditherm plc has the following wholly owned subsidiaries registered and operating in
England and Wales:
Name Nature of business Class of share
Inditherm (Medical) Limited Holding company for intellectual
property rights Ordinary
Inditherm (UK) Limited Dormant Ordinary
Inditherm Construction Limited   Dormant Ordinary
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2009 39
11 Inventories
Group and Company 2009 2008
£’000 £’000
Raw materials 139 172
Work in progress 5 3
111 111
144 175
222 222
Inventories are presented net of provisions for write downs, based on management’s
estimate of net realisable value. The amount charged to the income statement in respect
of write downs of inventories was £71k (2008: £32k). £51k of this charge has been
included in the exceptional item detailed in note 4 and has been made as a result of the
change in business strategy announced in the Trading Statement dated 27 July 2009.
The amount credited to the income statement in respect of reversals of write downs
was £22k (2008: £9k). The cost of inventories recognised as an expense and included in
cost of sales was £279k (2008: £461k). 
12 Trade and other receivables
Group and Company 2009 2008
£’000 £’000
Trade receivables 230 242
Amounts recoverable on contracts – 34
Other receivables – 2
Prepayments and accrued income 35 39
111 111
265 317
222 222
Trade and other receivables are non-interest bearing. There is no material difference
between the carrying amount and the fair value of trade and other receivables. 
Trade receivables are presented net of provision for doubtful trade receivables of £3k
(2008: £6k), all provisions for doubtful debts are against specific customers’ accounts.
Movements on the Group and Company provision for impairment of trade receivables
are as follows:
Group and Company 2009 2008
£’000 £’000
At 1 January 6 5
Provision made for impaired receivables 3 6
Unused provision reversed (6) (4)
Receivables written off during the year as uncollectable – (1)
111 111
At 31 December 3 6
222 222
Other receivable balances do not contain impaired assets.
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2009 12 Trade and other receivables (continued)
At 31 December 2009 trade receivables of £3k (2008: £6k) were impaired. The amount
of provision was £3k (2008: £6k). 
The ageing of these receivables is as follows:
Group and Company 2009 2008
£’000 £’000
Under one year 3 5
Over one year – 1
111 111
3 6
222 222
At 31 December 2009 trade receivables of £105k (2008: £102k) were past due but not
impaired. These receivable balances are not considered impaired because the balances
have been acknowledged as payable by the customers and are within credit limits set
up for the respective customers. The ageing of these receivables is as follows:
Group and Company 2009 2008
£’000 £’000
Up to three months 105 102
Three to twelve months – –
111 111
105 102
222 222
The carrying value of receivables that would have been past due or impaired, but
whose terms have been renegotiated is £nil (2008 £nil).
Receivables that are neither past due or impaired are within credit limits for the
respective customer and having made reasonable enquiries the directors are not aware
of any reasons that indicate the amounts due are disputed or not collectable.
The maximum exposure to credit risk at the reporting date is the fair value of each class
of receivable shown above. The Group does not insure debtors or hold any collateral
as security. 
The Company’s receivable due from subsidiaries of £903k (2008: £905k) is fully
impaired.
The carrying amounts of the Group’s and Company’s receivables are denominated in
the following currencies:
Group and Company 2009 2008
£’000 £’000
Pounds sterling 256 297
US Dollar 4 3
Euro 5 17
111 111
265 317
222 222
40
INDITHERM plc
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2009 13 Trade and other payables: 
Group and Company 2009 2008
£’000 £’000
Trade payables 83 158
Other payables 8 10
Other taxes and social security 82 39
Accruals 76 104
111 111
249 311
222 222
Trade and other payables are non-interest bearing. There is no material difference
between the carrying amount and the fair value of trade and other payables.
14 Financial risk management
The Group’s financial instruments comprise cash and various items such as trade
receivables, trade payables etc. that arise directly from its operations. The main
purpose of these financial instruments is to finance the Group’s operations. The
policies to address the risks associated with the Group’s financial instruments are
reviewed and approved by the Board, a summary of the risks is set out below.
Liquidity risk
In the normal course of business the Group is exposed to liquidity risk. The Group’s
objective is to ensure that sufficient resources are available to fund short term working
capital and longer term strategic requirements. This is achieved through the use of an
appropriate mix of short, medium and long term deposits and investments.
The Group’s financial liabilities all fall due within one year.
Credit risk
Credit risk principally arises on cash deposits and trade receivables. The credit risk
arising on cash deposits is limited because the counterparties are financial institutions
with high credit ratings assigned by international credit rating agencies. The credit risk
arising on trade receivables is assessed on each individual customer taking into
account independent ratings, its financial position, past experience and other factors. 
The board’s investment strategy for its cash investments is that no more than £1m
would be place on deposit with any one institution and that all institution should be
rated AA or better for Long term investments and A1+ for short term investments. The
board keeps this situation under review in the light of new developments.
Interest rate risks
The Group does not believe that its financial stability is threatened because of an
exposure to interest rate risk and consequently does not hedge against them. The Board
keeps these risks under regular review. 
41
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2009 14 Financial risk management (continued)
Foreign currency risks
It is recognised that the Company has a growing exposure to the foreign currency risks
as export levels rise and it is appropriate to use spot and forward foreign exchange
contracts, as part of its strategy for foreign currency risk management, to protect the
value of the trading margins and cashflow. 
The fair values of the financial assets and liabilities are not materially different from
their book values.
15  Capital risk management
The Group establishes credit limits for all financial instruments taking into account
independent ratings, past experience and other factors. The Group’s investment policy
is to invest in fixed rate/low risk investments where the capital element is not at risk
to market changes. The capital risk of cash deposits is further reduced by spreading
investment across a number of banks.
16 Provision for liabilities 
Movements in the provision are as follows:
Group and Company
Warranty Warranty
provision provision 
2009 2008
£’000 £’000
At 1 January 2009 – 54
New provision charged to the income statement 5 1
Provision utilised during the year – (45)
Provision not required released during the year – (10)
111 111
At 31 December 2009 5 –
222 222
17 Share capital 
2009 2009 2008 2008
Number £’000 Number £’000
Issued, called up and fully paid
Ordinary shares of 1p each 51,112,581 511 51,112,581 511
111 111 111 111
Authorised share capital
Ordinary shares of 1p each 78,000,000 780 78,000,000 780
Preference shares of £1 each 220,000 220 220,000 220
111 111
1,000 1,000
222 222
42
INDITHERM plc
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2009 18 Reconciliation of operating loss to cash used in operations from operating activities
Group Company
2009 2008 2009 2008
£’000 £’000 £’000 £’000
Operating loss (1,148) (502) (1,147) (502)
Profit on disposal of property,
plant and equipment (3) (1) (3) (1)
Depreciation and amortisation 64 78 63 64
Exceptional write down of inventories 51 – 51 –
Exceptional write down of fixed assets 22 – 22 –
Write off of development costs 18 – 18 –
Share based payments 12 12 12 12
Decrease in amounts due from subsidiary – – – 14
(Increase)/decrease in inventories (20) 17 (20) 17
Decrease in trade and
other receivables 52 280 52 280
Decrease in trade and
other payables (62) (311) (62) (311)
Increase/(Decrease) in provisions 5 (54) 5 (54)
111 111 111 111
Net cash outflow from operating activities (1,009) (481) (1,009) (481)
222 222 222 222
19 Commitments under operating leases
Outstanding commitments for future minimum lease payments under non-cancellable
operating leases fall due as follows:
Land and buildings Other
Group and Company 2009 2008 2009 2008
£’000 £’000 £’000 £’000
Within one year 71 71 22 40
In the second to fifth years inclusive 286 286 9 31
After five years 143 214 – –
111 111 111 111
500 571 31 71
222 222 222 222
43
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2009 44
INDITHERM plc
20 Contingent liabilities
The Company received revenue and capital grants totalling £133k in 2003 and 2004, of
which £3k has been recognised in the current year (2008: £7k). The grant may become
repayable, under certain conditions, if various targets are not achieved. The directors
do not expect any loss to arise.
Included within cash and cash equivalents is restricted cash of £250,000 which is used
as collateral for bank facilities provided by HSBC plc, which includes a bank guarantee
issued to Highbridge (Houndhill) Industries Limited for £142,920, being a rolling two
years’ rent on the manufacturing facility at Rotherham.
During the normal course of business the Company offers warranties against clearly
defined performance specifications.
21 Share based payments
No share options were granted, exercised or forfeited during the year. The number of
share options that are in issue at 31 December 2009 is 1,727,297 (2008: 1,727,297), of
which 1,127,297 (2008: 1,127,297) are exercisable at 31 December 2009. Share options are
exercisable at prices between 10p and 222p, with a weighted average exercise price of
42.4p. The weighted average contractual life of outstanding share options is 4.8 years
(2008: 5.8 years).
The expense recognised in the year from equity settled share based payments was £12k
(2008: £12k) in respect of 600,000 share options granted on 21 December 2007, and this
completes the charges in respect of the issue of those options. The fair value of the
share options granted in 2007 was determined by the Black-Scholes pricing model. The
key assumptions used were the share price at the date of issue, the strike price of the
options, life of the options, historic volatility and benchmarking other AIM listed
companies.
There were no cash settled share based payment transactions. 
22 Related party transactions
Key management
Key management comprise the Group’s executive and non-executive directors.
Remuneration of executive and non-executive directors is set out in note 3. There were
no other transactions with key management.
Company – transactions with subsidiaries
Royalties amounting to £2k (2008: £14k) were payable by Inditherm plc to its
subsidiary Inditherm (Medical) Limited in relation to the use of intellectual property.
Amounts due from Inditherm (Medical) Limited at 31 December 2009 of £903k (2008:
£905k) have been provided for in full. 
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2009 45
UK 
IFRS GAAP
2009 2008 2007 2006 2005
£’000 £’000 £’000 £’000 £’000
Income Statement
Revenue 1,152 1,983 1,861 1,564 1,035
Gross profit 549 1,105 806 409 337
Administrative expenses (1,588) (1,607) (1,605) (1,648) (1,789)
Operating loss before
exceptional items (1,039) (502) (799) (1,087) (1,402)
Exceptional costs (109) 0 (128) (152) (50)
Deficit for the year attributable
to equity holders (1,082) (283) (699) (1,132) (1,279)
Loss per share – basic and
diluted (2.1p) (0.6p) (1.4p) (5.4p) (6.1p)
111 111 111 111 111
Balance Sheet
Net current assets 2,331 3,336 3,691 1,576 2,794
Net assets 2,473 3,543 3,814 1,707 2,839
Net funds 2,092 3,115 3,485 1,747 2,358
111 111 111 111 111
The Group adopted IFRS in 2007 and in accordance with the requirements of IFRS the
2006 figures were restated. Restatement of earlier years was not required under IFRS
and accordingly the information presented for 2005 is as prepared under UK GAAP.
No significant adjustments would be required for it to comply with IFRS.
In this table exceptional costs have been excluded from cost of sales and overheads to
assist with understanding trends.
Five Year Summary Notice is given that the 2010 Annual General Meeting of the Company will be held at
The Cusworth Suite, Holiday Inn Doncaster A1(M) junction 36, High Road
Warmsworth, Doncaster, South Yorkshire DN4 9UX on Thursday 6 May 2010 at
12.00 pm for the following purposes:
ORDINARY BUSINESS
1. To receive and adopt the accounts of the Company for the year ended 31 December
2009 together with the Directors’ Report and the Auditors’ Report and to consider
the recommendation of the directors that no dividend be declared in respect of the
year.
2. To reappoint PricewaterhouseCoopers LLP as auditors of the Company until the
conclusion of the next general meeting of the Company at which accounts are laid
before the members and to authorise the directors to determine their remuneration.
3. To reappoint Mr Ian D Smith, retiring by rotation, as director in accordance with
the provisions of the Articles of Association.
SPECIAL BUSINESS
To consider, and if thought if fit, pass the following resolutions, of which Resolution 4
will be proposed as an ordinary resolution and Resolution 5 will be proposed as a
special resolution.
4. Generally and unconditionally to authorise the Directors (subject to the passing of
Resolution 5 below and in substitution for all existing authorities) to exercise all the
powers of the Company to allot relevant securities, within the meaning of Section
551 the Companies Act 2006 the Act”) up to an aggregate nominal amount of
£25,000. Such authority will expire at the conclusion of the Annual General
Meeting next following the passing of this Resolution or, if earlier, 15 months after
the date of this Ordinary Resolution. Nevertheless, the Company may, before the
expiry of the authority conferred hereby, make an offer or agreement which would
or might require relevant securities to be allotted after the expiry of the authority
conferred hereby and the directors may allot the relevant securities, in pursuance
of such offer or agreement, as if the authority conferred hereby had not expired.
5. To empower the directors (subject to the passing of Resolution 4 above) pursuant
to Section 571 of the Act to allot equity securities (as defined in Section 560 the Act)
pursuant to the authority conferred by Resolution 5 as if sub-section (1) of Section
561 the Act did not apply to the allotment of equity securities for cash up to an
aggregate nominal amount of £25,000.
By Order of the Board Registered Office:
I D SMITH Inditherm House
Secretary Houndhill Park
Bolton Road
25 March 2010 Wath-upon-Dearne
S63 7LG
46
INDITHERM plc
Notice of Annual General Meeting NOTES:
1. Members entitled to attend and vote at the Annual General Meeting are entitled to appoint one or more proxies to
attend and, upon a poll, vote in their place. A proxy need not be a member of the Company. To appoint more than
one proxy you may photocopy this Proxy Form. Please indicate next to the proxy holder’s name, the number of
shares in relation to which you authorise them to act as your proxy and complete all voting instructions. Please also
indicate by ticking the box provided if the proxy is one of multiple instructions being given. All such Proxy Forms
should be returned together in the same envelope.
2. To be valid a proxy form together with any power of attorney or other written authority under which it is signed
or a duly certified copy of it (failing previous registration with the Company) must be lodged with the Company’s
registrar, Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU by 12.00 pm on 4 May 2010.
Completion and return of proxy forms will not preclude shareholders from attending and voting at the Meeting in
person should they wish to do so.
3. Only holders of ordinary shares or their proxies are entitled to attend and vote at the Annual General Meeting.
4. In the case of a corporation this form of proxy must be given under its common seal, or signed by two directors or
by a director and the secretary, or signed on its behalf by an attorney or a duly authorised officer of the corporation.
5. In the case of joint holders, any one of them may sign but the names of all joint holders should be stated. The vote
of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the
other joint holders and for this purpose seniority will be determined.
6. The withheld option on the Proxy Form is provided to enable you to abstain on any particular resolution. However,
a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes “For” and
“Against” a resolution.
7. The CREST electronic proxy appointment service is available for this Annual General Meeting. To use this service
CREST members should transmit a CREST proxy instruction so as to reach Capita Registrars, CREST participant ID
RA10, by not later than 12.00 pm on 4 May 2010 or in the case of any adjournment no later than 48 hours before the
time fixed for the adjourned meeting.
8. Entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined
by reference to the Register of Members of the Company at 6.00 pm on 4 May 2010 or, if the meeting is adjourned,
shareholders entered on the Company’s register of members not later than 48 hours before the time fixed for the
adjourned meeting shall be entitled to attend and vote at the meeting.
47
Notice of Annual General Meeting (continued) 48
INDITHERM plc ● Preliminary Announcement – March
● Annual General Meeting – May
● Half Year End – June
● Interim Announcement – September
● Year End – December 
Financial Calendar Headquarters and Registered Office:
Inditherm House
Houndhill Park
Bolton Road
Wath-upon-Dearne
Rotherham, S63 7LG
Telephone: +44 (0) 1709 761000
Fax: +44 (0) 1709 761066
e-mail: sales@indithermplc.com
website: www.indithermplc.com