William Sinclair Holdings plc
for the period ended 30 September 2008
ANNUAL REPORT NEW, INNOVATIVE PRODUCTS FOR 2009
• A first for the market
• Products designed to help gardeners deal with problem soils
BRANDS WITH QUALITY HERITAGE
•J. Arthur Bower’s, New Horizon and Sinclair
• And now Cambark from the Metcalf stable
PRODUCTS IN TOUCH WITH TRENDS
• “Grow your Own” increasingly popular
• New organic and peat-free vegetable planters  Highlights 1
Chairman’s statement 2
Directors 3
Chief Executive’s statement 4
Group operating and financial review 6
Corporate governance 12
Directors’ remuneration report 18
Directors’ report 21
Independent auditor’s report 24
Group income statement 26
Group and company statements of
recognised income and expense 27
Group and company balance sheets 28
Group cash flow statement 30
Company cash flow statement 31
Notes to the financial statements 32
Five year financial summary 71
Financial calendar 72
Notice of annual general meeting 73
Form of Proxy 75
Corporate information 77
William Sinclair Holdings Plc is one of the UK's
leading producers of commercial horticulture and
branded garden products. The Company provides
peat and fertiliser products to the retail and
commercial sectors.
William Sinclair's well established brands include
J Arthur Bower's, Silvaperl and New Horizon - the
leading brand in the fast growing peat free garden
compost and organic plant foods sector. 
FINANCIAL HIGHLIGHTS
• Group turnover increased 45% to £54.8 million (2007:
£37.6 million – 12 months) helped by the inclusion of sales
by Freeland and Metcalf
• Profit of £0.52 million (2007: £1.45 million – 12 months)
after significant cost increases
• Strong performance from Freeland’s green waste and
topsoil recycling business
• Acquisition and successful integration of Joseph Metcalf 
• Final dividend of 1.0p per share; total for the period 2.0p 
Bernard Burns, Chief Executive:
“Previous management action to
reduce the Company’s cost base and
improve the productivity of the
business ensured the Company has
been able to endure recent extreme
market conditions. In particular the
early and cold Easter, the poor
harvest due to heavy rains and the
rising costs of raw materials.
“With inflationary pressures subsiding, fuel and
haulage costs returning to more realistic levels the
Company is starting to restore its margins as price
increases begin to flow through.
“Traditionally sales of garden products are relatively
resilient during economic downturns. With a low
exposure to exchange rate fluctuations, strong peat
reserves, a 100 per cent increase in the use of recycled
materials in our products and a reputation in the
industry for strong customer service, we are well placed
to withstand the current economic downturn.”
William Sinclair Holdings plc | 1
HIGHLIGHTS
CONTENTS 2 | William Sinclair Holdings plc
CHAIRMAN’S STATEMENT
2 | William Sinclair Holdings plc
The 15 month period to the end of September 2008 has been challenging for the
Company following some of the most difficult trading and operating conditions for
many years. Despite this it is very pleasing to recommend a final dividend of 1.0p
making a total for the period of 2.0p (2007 – 3.5p). 
Compared to the previous 12 month period, turnover for the 15 months to 30
September 2008 is ahead by 45% at £54.8million. In addition to the extra three
months trading this includes sales by Freeland and by Joseph Metcalf Ltd (which
was acquired in January 2008). 
Underlying sales were broadly in line with the previous period with strong
demand from the professional growers offsetting the shortfall in retail caused, in
the main, by the very early Easter and by poor weather.
Our peak selling season usually begins at Easter but in 2008 it was the earliest it
had been for almost a century and fell significantly before the beginning of spring.
Demand therefore started later and was concentrated into a shorter period. From
Easter onwards we faced record levels of rainfall which impacted on demand,
curtailed the peat harvest and significantly increased transport costs due to
heavier product.
We have increased our own prices following the significant increase in the cost of
fuel, energy, plastic packaging, fertilisers and transport. This has begun to mitigate
some of the profitability erosion that we experienced during 2008. 
Consequently our margins are beginning to recover and are returning to normal
levels. This is being helped by the continuing fall in commodity prices and lower
transportation costs.
As previously announced, Bolton Fell has been selected as a candidate Special
Area of Conservation (cSAC) and it is likely that we will eventually have to stop
harvesting peat from this particular area. We do not anticipate any long term
difficulty with sourcing alternatives to Bolton Fell peat but these alternatives are
all more expensive. We will seek to increase the use of recycled materials in our
products wherever possible. Discussions with the authorities to determine the
amount that will be due to us as compensation for the higher costs are on-going.
Our status as the cost leader of our sector and our reputation for the highest levels
of service in the market have improved recently and, while we are not completely
insulated from the economic situation, our margins are continuing to recover and
demand for our products will, we believe, prove resilient. 
Bill Simpson
Chairman
5 January 2009  William Sinclair Holdings plc | 3
DIRECTORS
William Sinclair Holdings plc | 3
Non-executive directors
Bill Simpson (60)
(Non-executive Chairman)
Bill Simpson was appointed Chairman on 1 October 2005 having joined the Board
on 1 September 2004. He spent thirty eight years with Silentnight Holdings plc, the
bed and furniture manufacturer. After a career in purchasing and managing the
supply chain, he moved into general management over 25 years ago, concluding
with eleven years as Group Managing Director/Chief Executive. 
He is Chairman of the Nominations Committee and a member of the Remuneration
Committee.
Ken Piggott (59)
(Senior Independent Non-executive Director)
Ken Piggott was appointed Senior Independent Non-executive Director on 1 May
2006. He is a former Managing Director of Boots The Chemists Ltd and was an
Executive Director of The Boots Company plc. In a career spanning over 30 years,
he has managed a number of major UK retail businesses, including Childrens
World, Do-It-All and Halfords Ltd and led Boots The Chemists until his retirement
in 2003. He is currently Chairman/Non-executive Director of a number of
commercial and not-for-profit organisations. 
He is Chairman of the Remuneration Committee and a member of the Audit
Committee and the Nominations Committee.
Philip Nuttall (57)
(Independent Non-executive Director)
Philip Nuttall was appointed Non-executive Director on 1 March 2005. He is a
member of the Chartered Association of Management Accountants. He was Finance
Director of the European Division of Exel Logistics Limited from 1993 to 1995. He
joined Autologic Holdings plc in September 1995 and was Group Finance Director
from January 1996 until March 2005 when he assumed the position of Chief
Executive (UK & Eire) until his retirement in April 2006.
He is Chairman of the Audit Committee and a member of the Remuneration
Committee and the Nominations Committee.
Executive directors
Bernard Burns (51)
(Chief Executive Officer)
Bernard Burns was appointed Chief Executive Officer in February 2005. He has a
BSc Hon from Leeds University and is married with 3 children. He worked for
Marks and Spencer and Vantona Viyella, before his first Managing Director role
with Churchill tableware at the age of 31. He featured favourably in the BBC TV
series Troubleshooter, with Sir John Harvey Jones, since when he has been
Managing Director of several companies including Bluebird Toys (International),
Silentnight Beds and Silentnight Furniture.
Peter Williams (44)
(Finance Director and Company Secretary)
Peter Williams was appointed a Director and Company Secretary in February 2005.
He is a graduate of the London School of Economics and qualified as a chartered
accountant in 1988. After spells in corporate finance and on secondment to
NatWest’s corporate lending department he joined an MBO team to become Finance
Director at a horticultural supply company. After successfully negotiating the exit of
the venture capitalist five years later the business became part of a Dutch based
international group. He was appointed a director of the Dutch holding company. CHIEF EXECUTIVE’S STATEMENT
4 | William Sinclair Holdings plc
Overview
Results for the 15 months ended 30 September 2008 are disappointing and reflect a
difficult year for your Company. 
Margins fell as a result of severe cost inflation in raw materials and services combined
with the worst peat harvest in the last 10 years and a late and limited selling season.
Despite this we remain profitable, continue to pay a dividend and are confident about
our prospects in the coming year. 
Review of the period
Retail sales of gardening consumables normally surge at the Easter Bank Holiday
weekend which this year was in mid March 2008. Unusually parts of the UK
experienced snow in the week before Easter. Consequently, the sales increase was
modest. It was late April/early May 2008 before most of the UK experienced favourable
gardening conditions and the selling season never recovered from this late start.
The profit margin on this business was reduced by heavy cost inflation in packaging,
fertilisers, and transport. This was caused by rising oil prices and increasing agricultural
demand for fertilisers as legislation in the US and Europe stimulated the growing of bio
fuel crops. This demand also led to worldwide shortages, particularly of chemicals, and
price increases of more than 300% were commonplace for these items.
In an unprecedented move, we were forced to introduce price increases mid-season and
in August 2008 introduced an additional pallet surcharge. However, even this failed to
match the scale of the inflation. Our margins only recovered to acceptable levels after
the year end.
In contrast, sales to our professional customers were buoyant. Demand here anticipates
retail sales and the excellent selling season in 2007 led buyers to order substantially
more product than in recent years. As demand failed to materialise because of the
weather, production backed up in greenhouses, affecting our customers but having
little effect on the Company. Here, too, inflationary factors reduced margins and at
times we simply could not source sufficient raw material even at these higher prices
and some sales were lost. 
Freeland, which provides processed green waste for the horticulture industry and
produces topsoils for the construction and civil engineering industries, has performed
exceptionally well during the period. The nature of the Freeland business is short lead
times and short contract periods and they found it easier to keep selling prices and
costs aligned. The wet summer caused some operating difficulties but the net result was
20% ahead of plan and also ahead of last year.
The Joseph Metcalf business traded as a separate entity from January 2008 until the
restructuring of the business in August 2008. The majority of its customers continue
to trade within William Sinclair and appreciate the stronger brands, improved quality
and better service that William Sinclair offers. Joseph Metcalf provides William
Sinclair with significant mainland UK peat reserves. The integration of the Joseph
Metcalf business was more difficult than we had expected but has now been
successfully completed. 
As notified in the trading updates of 28 July and 25 September 2008, our peat harvest this
period was poor. Harvested volumes were only 45% of the average of the last 10 years
and only 90% of the next worst year. In addition, the peat we did harvest was heavy and
therefore the on cost of processing and delivering it will be higher than normal.
Nevertheless we incurred the usual harvest costs without sufficient reward with a
significant downside to profitability. CHIEF EXECUTIVE’S STATEMENT
William Sinclair Holdings plc | 5
Bolton Fell Moss
As outlined in our August announcement, Bolton Fell has been submitted to the
European Union as a candidate SAC under the Habitat Directive and it is almost certain
that the SAC status will be confirmed by the EU in the coming year. This would require
eventual cessation of harvesting which in turn would undermine the viability of the
adjoining factory. 
Compensation would be due to the company for loss of profit and disturbance.
Following discussion with Natural England we believe that harvesting can continue for
a further five years at a decreasing rate. Surveys of the area concerned and an exchange
of information are taking place in order to try to reach agreement on compensation but
this is unlikely to conclude before summer 2009. 
Environmental issues
In selecting Bolton Fell as a candidate SAC, Natural England acknowledge that the site
can be returned to its original condition within a limited time period. A reserve area
that we have maintained and protected has preserved the full biodiversity of an upland
peat bog and can be used to reseed the extended estate. We have already begun
restoring a 34 acre section of the bog and have achieved considerable success in re-
establishing typical flora and fauna.
Within the last 12 months we have increased the volume of recycled material we utilise
by 100%. We believe our product has the lowest carbon footprint of any major supplier
of growing media in the UK and we lead the UK market in peat reduction. Our reduced
peat and peat free products, sold under the New Horizon brand, are acknowledged as
the best of their type in the industry.
Current performance
The global recession has eased inflationary pressures on the business. Raw material
prices are falling although the weakness of sterling has the effect of reducing this benefit. 
Historically, recession has only a marginal effect on garden consumables. Given
favourable weather we expect consumer demand to match previous levels.  However,
the liquidity of some of our customers is causing concern. We insure against bad debts
but necessary levels of cover are being withdrawn on substantial and previously
dependable customers. 
We have sourced sufficient third party peat for our production requirements and will be
able comfortably to supply projected demand in the forthcoming season. A peat shortage
in the market as a whole has underpinned price increases in growing media and, as
transport costs and polymer prices have fallen back substantially from their peak and
fertiliser costs are expected to fall in the springtime, margins have returned to acceptable
levels in spite of our purchases of peat and peat substitutes from third parties.
Outlook
William Sinclair is less affected by the recent weakening of sterling than many of its
competitors as it is the least exposed to Euro zone costs. In addition, plant imports from
the Dutch growers will become more expensive which will increase activity in UK
nurseries and so stimulate demand from our professional customers. 
We are well placed to take advantage of this opportunity. In addition, as the lowest cost
manufacturer of growing media, any increase in customer demand towards no frills
ranges as a consequence of the economic climate will strengthen our position.
Bernard Burns
Chief Executive
5 January 2009  GROUP OPERATING AND FINANCIAL REVIEW
6 | William Sinclair Holdings plc
Basis of preparation
These fifteen month accounts are being reported under IFRS. The company has
changed its year end to suit the seasonality of the business.
Nature, objectives and strategies
The Group’s businesses
The Group’s operations are organised to supply markets in the horticulture sector,
and are principally involved in the manufacture and supply of horticultural
consumables through retail and professional channels and our strategy going
forward continues this focus.
A review of each of the market sectors is given in the Chief Executive’s statement
on pages 4 and 5.
Environmental matters
The Group recognises that its products and operations have an effect on the
environment in a number of ways. The Group is committed to continually striving
to reduce any negative environmental impact. In conducting its business the
Group will:
• Meet or exceed all relevant environmental legal requirements. 
• Reduce the level of carbon emissions associated with our growing media. In
2003 we emitted around 8.7kg CO2 per m3 of growing media produced. This
was reduced to 7.5kg per m3 in 2005 and we aim to achieve a figure below 7.0kg
per m3 by 2010. We estimate that we are currently well in front of all our major
competitors in this area.
• Actively promote peat alternatives wherever appropriate to market conditions.
We will increase the use of recycled materials as alternatives to peat in our
growing media. We used around 5,000 m3 of recycled materials in 2003, 12,000
m3 in 2005 and plan to achieve over 100,000 m3 by 2010.
• Regenerate worked out peat fields in accordance with requirements identified in
our planning consents. In many areas this will involve regeneration as wetland.
Our current performance is to achieve 75%. 
• Re-establish mire bio-diversity within 10 years of cessation of peat extraction,
and we aim to improve on this.
• Protect peatland areas of high conservation value which adjoin, or are adjacent
to, our worked peat fields in a proactive way. 
• Continue only to harvest peat from areas of low current conservation value and
harvest peat in accordance with the International Peat Society and International
Mire Conservation Group, Wise Use Guidelines (2002).
• Reduce, reuse or recycle wastes where economically possible, and ensure wastes
are disposed of in accordance with best practice. 
• Seek to minimise the packaging associated with our products. Since 2003 the
weight of plastic packaging we have used per m3 of growing media has been
reduced by around 20%. 
Business objectives
Meeting the following business objectives is key to achieving the financial and non-
financial measures that increase shareholder value. 
• Maximising shareholder return
• Maximising customer satisfaction
• Improving operational efficiency
• Securing employee health and safety GROUP OPERATING AND FINANCIAL REVIEW
William Sinclair Holdings plc | 7
Business strategies
The Group’s strategy is to optimise manufacturing efficiency through investment in
modern equipment and minimising distribution mileage. This may involve the
moving of certain sites, together with some rationalization. 
Organic sales growth will arise as customers migrate from competitors in
recognition of our market leading service, quality and value for money. The
acquisition of a controlling interest in Freeland Horticulture Ltd is part of
furthering this strategy. 
In addition to organic growth in sales we will continue to consider acquisitions
where appropriate to achieve full utilization of our manufacturing efficiency. The
Joseph Metcalf business, acquired in January 2008, was part of this strategy.
Current and future development and performance
Business development and performance
The following discussion of the Group’s performance is conducted wholly in the
context of financial performance as measured under International Financial
Reporting Standards (“IFRS”). 
Group revenue
2008 2007
(15 mths) (12 mths)
£000 £000
Total Group revenue 54,771 37,646
Allowing for the longer financial period, the Group’s reported turnover from
continuing operations has shown an overall increase of 16.4%. The increase is
primarily the result of the inclusion of Freeland Horticulture Ltd and the
acquisition of Joseph Metcalf Ltd.
Profit before tax
2008 2007
(15 mths) (12 mths)
£000 £000
Pre-tax profit before exceptional items 822 1,329
Exceptional items (361) 117
521 1,446
The fall in pre-tax profits has been the result of significant increases in commodity
prices in the period which put pressure on margins. In addition, the poor
performance of our harvest operations in both late 2007 and in 2008, as reported in
the Chief Executive’s statement, has resulted in a significant under recovery of our
peat production costs. Finally the acquisition, integration and reorganisation of the
Joseph Metcalf business has resulted in additional overheads. The exceptional item
shown in the Group Income Statement is the redundancy cost of closing the
Oswaldtwistle site within Joseph Metcalf Ltd. 8 | William Sinclair Holdings plc
Capital structure and net debt
The Group’s capital structure is as follows:
2008 2007
£000 £000
Net debt 8,690 421
Group shareholders’ equity 14,214 16,340
Capital employed 22,904 16,761
The Group’s gearing has increased from 2.5% to 37.9% as a function of the change in year end, the acquisitions
of 37.5% of Freeland Horticulture Ltd and 100% of Joseph Metcalf Ltd, the working capital requirements of
the enlarged business and the increase in the pension deficit. This leaves the Group slightly over its target of
borrowing not more than 35% of capital employed. The Group expects to be back within this target by
September 2009.
Net debt comprises the balance of a new fixed term loan taken out in January 2008 to fund the acquisition of
Joseph Metcalf Ltd and a fixed term loan originally taken out in October 2004 for the purchase of additional
freehold storage land in Lincoln together with cash balances, overdrafts and finance leases as follows:
2008 2007
£000 £000
Cash and cash equivalent 883 335 
Overdrafts (6,204) –
Loans (3,215) (670)
Finance leases (154) (86)
Net debt (8,690) (421)
Performance against KPIs
The Board has assessed that the following key performance indicators (“KPIs”) are the most effective measures
of progress towards achieving the Group’s strategies and as such towards fulfilling the Group’s objectives. 
Measure 2008 2007
Sales growth 16.4% (3.8%)
Operating profit 1.7% 4.2%
Return on capital employed 1.8% 7.4%
Number of accidents 8 5
Sales growth has been achieved this period primarily through the acquisition of Joseph Metcalf Ltd and the
full consolidation of Freeland Horticulture Ltd this financial period. The figure shown above allows for the
extended 15 month period. As set out above, strategies are in place to continue sales growth in the future.
Operating profit is below target as a percentage of sales. As set out above this has been caused by increasing
costs, the poor peat harvest and the additional overhead of the Joseph Metcalf Ltd business. Measures have
been taken to address these issues including achieving selling price rises where possible, an expectation of
improved peat harvest and the restructuring of the Metcalf business.
Group return on capital employed has fallen from 7.4% to 1.8% over the period. We acknowledge that this figure
is not adequate in the medium term. The Board believes that the long term target of 20% is attainable since the
Group will improve its margins through price increase and ongoing improvements in purchasing and production
efficiencies. It will also take advantage of a number of opportunities to work its asset base more effectively.
GROUP OPERATING AND FINANCIAL REVIEW GROUP OPERATING AND FINANCIAL REVIEW
William Sinclair Holdings plc | 9
We monitor a range of “accident statistics” to ensure that the fullest priority is given to the health and safety
of our employees. All accidents are investigated with a view to improving work procedures and the working
environment so as to minimise the risk of further accidents. The increase in accidents over a rolling 12 month
period is a disappointment given the efforts made. The accident statistics now include the staff at the new
subsidiary undertakings.
We also monitor customer satisfaction through a variety of measures and are pleased to conclude that we have
maintained our good reputation for customer service. We believe that William Sinclair leads the marketplace
in customer satisfaction. 
Future development
As set out above, the Board believes it has strategies in place to improve the Group’s performance in the years
ahead. Sales will be achieved by maintaining our reputation while developing additional product ranges and
making technological improvements to our products.
Resources, risks and relationships
Resources 
The Group aims to safeguard the assets that give it competitive advantage, being its reputation for quality, its
access to efficient sources of growing media and its people.
Reputation
Each area of the business has a strong interest in preserving and enhancing its reputation with customers, staff,
suppliers and the market place generally. As a consequence the management of each area seeks to ensure that
reputation is protected through quality controls, performance targets and staff development.
Employees
Policies
The Group aims to recruit and retain employees who are valued for their contribution and able to fulfil their
potential in meeting the Group’s business objectives. To achieve this, each sector aims to provide opportunities
for its employees to develop their skills through ongoing training.
The Group’s strategies for retaining staff include the provision of competitive terms and conditions,
communication of business performance and objectives, family-friendly policies and bonuses or profit 
share schemes. 
Principal risks and uncertainties
Management carries out an annual, formal review of the risks facing the Group. Risks are identified along with
the likelihood of them arising and are assessed in terms of possible consequences. Where merited, actions are
identified to reduce the risks or mitigate the likely consequences.
The main areas of risk are in customer retention, product liability, physical loss of assets and financial loss of
assets. The Group’s actions in these areas include protecting reputation and customer satisfaction along with
quality assurance procedures. In addition the Group has extensive insurance policies in place.
Intellectual capital
The Group has an extensive range of trademarks that are protected through registration in both the UK and
overseas markets. It continues to develop innovative products and constituents of existing products in order
to maintain its position in the market place.
Relationships
The Group recognises its responsibilities to stakeholders other than its shareholders and employees. It seeks to
participate in local communities by using local services and suppliers where possible, taking account of local
comment to minimise the impact of its operations and by encouraging staff to be involved in local activities. 
We participate in trade associations and industry groups where these give us genuine access to customer and
supplier groups and decision makers in government and other regulatory bodies. Financial position
Exceptional items
During the period the Group took the decision to restructure the operations of Joseph Metcalf. This followed
extensive negotiations with the local authority over proposed amendments to the planning permissions at the
Oswaldtwistle site and the authority’s refusal to accommodate our development plans. As a consequence a
consultation exercise was undertaken with the staff at the site following which the decision to close the site was
taken. A few staff were redeployed within the Group but the majority accepted a redundancy package. The total
cost of the redundancy was £361,000.
Finance revenue and costs
Interest costs in the period have increased as the Group has funded its acquisitions in the period and its enlarged
working capital needs. The other finance income on pensions reflects the increase in the discount rate used as
proposed by the pension scheme’s actuary and set out in note 33.
Taxation
An analysis of the taxation charge is set out in note 11 to the financial statements. The total tax charge as a
percentage of profit before taxation was 45.9% in the current period and 22.1% in 2007. This compares with the
current standard rate of UK corporation tax of 28%. During the period the Group recovered corporation tax
overpaid in earlier years following the negotiated determination of the tax affairs of those years.
Following the Government’s decision to phase out Industrial Buildings Allowances (“IBA’s”) over the next three
years the Group is obliged to make a deferred tax provision in this period to be released to the tax charge over the
remaining useful life of the buildings in question. The consequence of this is a one off tax charge in the period of
£298,000.
Deferred tax is recognised on all revaluation gains even if the group has no plans to dispose of the 
related assets.
Earnings per share
Basic EPS from continuing operations has decreased from 6.8p to 1.3p and diluted EPS has decreased from 6.7p
to 1.3p. This reflects the lower operating profits of the Group for the period as set out above.
Cash flow
The change of year end has had a significant effect on the Group’s year end cash position as the seasonal nature
of the business means that trade debtor balances are lower but stocks are considerably higher than would be the
case at 30 June. This is because customers in the main Spring selling season have generally paid their invoices
and the Group has had a significant post season period in which to start building stocks for the following year.
Operating activities over the fifteen months generated only £50,000 (12 months to 30 June 2007: £2,162,000) of
cash and cash equivalents. Operating cash flows are considered healthy and the group is improving its ability to
generate cash within the business. The net cash outflow from investing activities of £6,695,000 (2007: £959,000)
includes the investments in the shares of both Freeland Horticulture Ltd and Joseph Metcalf Ltd as well as taking
on the cash and debt of those businesses. There was also further investment in state of the art bagging and baling
equipment. The net cash inflow from financing activities represents interest and dividends paid in the period and
the drawdown of a new loan of £3,000,000 to fund the acquisition of Joseph Metcalf Ltd. Also included are the
regular payments on the two bank loans and the hire purchase agreements. The overall result is a net decrease in
cash and cash equivalents of £5,656,000 (2007 increase: £315,000).
Distributions
Details of dividends paid and proposed during the period are given in the directors’ report on page 21. 
Treasury policies 
The objectives of the treasury function is to manage the group’s financial risk; secure cost-effective funding for
the Group’s operations and to minimise the adverse effects of fluctuations in the financial markets on the value
of the group’s financial assets and liabilities, on reported profitability and on the cash flows of the group. 
The Group finances its activities with a combination of overdraft, bank loans, finance leases and hire purchase
contracts. Other financial assets and liabilities, such as trade debtors and trade creditors, arise directly from the
Group’s operating activities. The Group does not currently enter into derivative transactions such as forward
currency contracts or interest rate swaps. The Group does not trade in financial instruments.
The main risks associated with the Group’s financial assets and liabilities are set out below.
GROUP OPERATING AND FINANCIAL REVIEW
10 | William Sinclair Holdings plc Foreign currency risk
The Group has no investment in operations outside the United Kingdom. 
Wherever practical the Group seeks to purchase and sell goods and services in sterling. On occasions this is
not possible with the result that a small proportion of transactions, both purchases and sales, are denominated
in either euros or in US dollars. The net impact of these transactions is broadly neutral but any short-term
exposure above a modest level approved from time to time by the Board is closed out using spot purchases or
sales of currency. Where an individual transaction is likely to be above £100,000 then it is immediately taken
into account in assessing the short-term exposure and limited forward currency contracts may be utilised.
There were no such contracts outstanding at the balance sheet date.
Interest rate risk
The Group’s policy is to manage its cost of borrowing using a mix of fixed and variable rate debt. Because of
the seasonal nature of the business the Group requires significant short-term debt. The Board considers that
the interest rate risk on this debt is very limited and so utilising variable rate debt is appropriate. The Board
considers the interest rate risk on the current level of long term debt is not significant.
Credit risk
The Group supplies most of its customers on credit and applies strict credit account opening procedures
which include the need to obtain a credit rating. In addition the Group purchases credit insurance to cap its
exposure at a percentage of individual balances subject to a minimum balance. Individual customer exposures
are monitored in conjunction with the insurance company to ensure that the Group’s exposure to bad debts is
at an acceptable level. Where the insurance company reduces or removes cover then the Group normally does
the same. Exceptionally the Board may maintain a credit limit for a customer in these circumstances where,
in the opinion of the Board, the customer trading relationship justifies it. In these circumstances the Board
reviews the position of these customers at each full Board meeting.
Liquidity risk
The Group aims to minimise liquidity risk by close management of its cash generation. Bank balances are
monitored on a daily basis. Capital expenditure is carefully controlled, with authorisation limits for the
executive directors beyond which full Board approval is required. Cash payback periods are reviewed as part
of the investment appraisal process. 
The Group’s funding needs are currently met through retained earnings, short term debt in the form of
overdraft facilities and an acceptable level of long term debt. The seasonal nature of the business makes this
the most appropriate debt profile. Should the business require additional long term funding then appropriate
borrowing policies will be set by the Board in conjunction with the debt providers.
Short term excess cash is only invested in interest bearing deposits with maturities fixed at no more than 3 months.
Price risk
The Group is exposed to changes in raw materials and packaging prices where these are based on worldwide
commodity prices for fertilisers or on oil prices. The Group minimises its exposure through fixed supplier
agreements where possible, including for the supply of fuel oil and gas. Many packaging plastics are
dependent on oil prices and the company puts in place rolling three month purchase agreements to reduce the
impact of price fluctuations. 
It is, and has been throughout the period under review, the Group’s policy that no trading in derivative
financial instruments shall be undertaken.
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, they continue to adopt the going
concern basis in preparing the financial statements.
On behalf of the Board
P D Williams
Finance Director
5 January 2009 
GROUP OPERATING AND FINANCIAL REVIEW
William Sinclair Holdings plc | 11 The company is listed on the Alternative Investment Market (“AIM”) and is therefore not required to comply
with the Combined Code. However it continues to be committed to meeting high standards of corporate
governance following its move from the main market to AIM. As such the Board acknowledges its contribution
to achieving management accountability, improving risk management and ultimately to creating shareholder
value. This statement explains how the company has applied the main and supporting principles of the
Combined Code on Corporate Governance published by the Financial Reporting Council.
Board composition and independence
The Board currently comprises the non-executive chairman, the chief executive, the finance director and two
non-executive directors. All three non-executive directors are considered by the board to be independent.
Their biographies on page 3 demonstrate a range of experience and sufficient calibre to bring independent
judgement on issues of strategy, performance, resources and standards of conduct which is vital to the success
of the group. The roles of chairman and chief executive are distinct, as set out in writing and agreed by the
Board. The chairman is responsible for the effectiveness of the board and the chief executive is accountable
for the management of the Group. 
There were no changes in the period to the roles undertaken by the non-executive directors.
Ken Piggott is the senior independent director and is available to shareholders if they have concerns which
contact through the normal channels of chairman, chief executive or finance director has failed to resolve or
for which such contact is inappropriate.
Operation of the Board
The Board is responsible to shareholders for the proper management of the group. A statement of the directors’
responsibilities in respect of the financial statements is set out on page 17 and a statement on going concern
is given on page 11.
The Board has a formal schedule of matters specifically reserved to it for decision. These include strategic
planning, business acquisitions and disposals, authorisation of major capital expenditure and material
contractual arrangements, setting policies for the conduct of business and approval of budgets and financial
statements. Other matters are delegated to management, supported by policies for reporting to the Board. The
company secretary, Peter Williams, is responsible to the Board for ensuring that board procedures are
followed and that applicable rules and regulations are complied with and for advising the Board, through the
chairman, on governance matters. The appointment and removal of the company secretary is a matter for the
Board as a whole. The company maintains appropriate insurance cover in respect of legal action against the
company’s directors.
The Board met 16 times during the period. The agenda for each meeting allows an opportunity for the
chairman and non-executive directors to meet without executives present. The agenda and relevant briefing
papers are distributed by the company secretary on a timely basis, usually the week before each board meeting.
The following board committees deal with specific aspects of the Group’s affairs. Terms of reference of each
committee, explaining its role and the authority delegated to it by the Board, are available on the company’s
website. The committee chairmen report regularly to the whole Board and are required to confirm that the
committees have sufficient resources to undertake their duties.
Nomination Committee
The nomination committee met formally just once during the period. Its current members are Bill Simpson,
Philip Nuttall and Ken Piggott The committee is responsible for ensuring that the Board comprises an
appropriate balance of skills, knowledge and experience and as part of this role leads the process of
recommending candidates for appointment to the board. In appropriate cases, recruitment consultants are
used to assist the process. The terms and conditions of the appointment of non-executive directors are
available for inspection at the registered office and at the Annual General Meeting. The nominations
committee also coordinates the performance evaluation of directors and senior management and considers
those candidates presenting themselves for election at the AGM.
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
12 | William Sinclair Holdings plc CORPORATE GOVERNANCE
William Sinclair Holdings plc | 13
Audit Committee
The audit committee met 3 times during the period and its members are Philip Nuttall (Chairman) and Ken
Piggott. The Board is satisfied that at least one member of the audit committee has recent and relevant financial
experience. The audit committee comprises only independent non-executive directors, as required by the
Combined Code. Meetings are also attended by the audit partner and, by invitation, the Chairman, chief executive
and the finance director. The role and responsibilities of the audit committee are set out in terms of reference
available on the company’s website and are described in more detail in the Audit Committee section below.
Remuneration Committee 
The remuneration committee met 6 times in the financial period. It comprises Ken Piggott (Chairman), Philip
Nuttall and Bill Simpson. The committee is responsible for setting the remuneration for all executive directors
and the chairman, including pension rights and provision for compensation payments. The committee also
recommends and monitors the level and structure of remuneration for senior management. The remuneration
of non-executive directors is a matter for the chairman and executive members of the board, within limits set
in the Articles of Association. The remuneration committee consults with the chairman and chief executive
concerning the remuneration of other executive directors. Further details of the role and responsibilities of the
remuneration committee and its activities during the period are given in the report on directors’ remuneration
on pages 18 to 20.
Meetings and attendance
The following table summarises the number of Board, Audit, Remuneration and Nomination Committee
meetings held during the period and the attendance record as members or by invitation of individual directors.
Board Audit Remuneration Nomination
meetings Committee Committee Committee
Number of meetings in year 16 3 6 1
B P Burns 16 *2 *5 *1
P D Williams 16 *3 *5 *1
W Simpson 16 *2 6 1
P J Nuttall 15 3 5 0
K Piggott 16 2 6 1
* by invitation
Induction, training and performance evaluation
Induction and training
New directors receive induction on their appointment to the Board covering the activities of the Group and its
key business and financial risks, the terms of reference of the board and its committees and the latest financial
information about the Group. There were no new directors appointed in the period.
The chairman ensures that directors update their skills, knowledge and familiarity with the company as
required to fulfil their roles on the Board and on board committees. Ongoing training is provided as necessary
and includes updates from the company secretary on changes to the Listing Rules, requirements under the
Companies Act and other regulatory matters. Directors may consult with the company secretary at any time
on matters related to their role on the Board. All directors have access to independent professional advice at
the company’s expense where they judge it necessary to discharge their duties, with requests for such advice
being authorised by the chairman or the company secretary.
Evaluation of the Board’s performance 
Performance evaluation takes place at a number of levels, for individual directors, board committees and in
assessing the effectiveness of the board as a whole. The evaluation of individual directors’ performance is
carried out by the nomination committee. Executive directors’ performance is evaluated using a balanced
scorecard approach which combines business and personal performance objectives with financial and non-
financial measures of achievement against those objectives. The annual review cycle starts with objective
setting in the Autumn, interim reviews in May and performance evaluation in October. The results of interim
and annual evaluations are communicated to the Remuneration Committee.  The evaluation of non-executive directors uses self-appraisal to consider aspects of performance including
attendance and participation at board meetings, quality of involvement in committees, commitment and
effectiveness of their contribution to board activities (including the AGM and shareholder communications),
the adequacy of training and director independence.
The performance of the chairman is reviewed annually in a meeting of the non-executive directors, led by the
senior independent director. This review takes into account the views of executive directors who were
interviewed by the senior independent director.
The chairman of each committee provides an annual report of its activities to the board and the company
secretary presents to the board a summary of its activities during the period. The discussion of each report
includes an evaluation of performance over the past period and consideration of objectives and resource
requirements for the coming year. 
Retirement and re-election
All directors are subject to election by shareholders after their appointment and to re-election thereafter at
intervals of no more than three years.
Non-executive directors are appointed for specified terms, initially three years with the opportunity for
renewal by the company thereafter. The terms and conditions of appointment of non-executive directors are
available for inspection at the registered office during normal business hours and prior to the AGM. Any
recommendation to reappoint a non-executive director for a third term is preceded by a rigorous review by the
nominations committee and takes into account the need for progressive refreshing of the board. If a non-
executive director resigns a written statement is provided to the chairman indicating whether he has any
unresolved concerns about the running of the company.
Nomination Committee
The Nomination committee met once in the period to consider an extension to the appointment of Philip
Nuttall as a non-executive director. After consultations with the executive directors it was agreed to extend Mr
Nuttall’s appointment for the three year period to 28 February 2011.
Audit Committee 
The audit committee is responsible for reviewing the group’s internal control and risk management systems,
and reviewing and monitoring the effectiveness of internal and external audit. Its role includes monitoring the
integrity of the company’s financial statements and other formal announcements relating to the company’s
financial performance and reviewing significant financial reporting judgements contained in them.
The audit committee advises the board on the appointment, reappointment and removal of external auditors
and approves their remuneration and terms of engagement, including developing and implementing a policy
on the provision of non-audit services by the external audit firm. It also reviews and monitors the
independence and objectivity of the external auditor.
The audit committee, comprising Philip Nuttall (chairman) and Ken Piggott, met 3 times during the period.
The chairman invited Bill Simpson, Bernard Burns and Peter Williams to attend these meetings. 
In the course of these meetings, the committee considered the following matters:
Internal controls: The committee has an ongoing process for reviewing the effectiveness of the system of
internal controls. It noted the improvements in the quality of management information and the appointment
of a financial controller to assist the finance director.
CORPORATE GOVERNANCE
14 | William Sinclair Holdings plc CORPORATE GOVERNANCE
William Sinclair Holdings plc | 15
Whistle blowing: The committee reviewed the Group’s procedures for staff to raise concerns in confidence
about possible financial reporting or other misconduct. The committee concluded no such concerns were
raised during the period. 
Financial reporting: The committee reviewed draft annual and interim reports before recommending their
publication to the board. The committee discussed with the chief executive and finance director the significant
accounting policies, estimates and judgements applied in preparing these reports. 
Reappointment of the external auditors: The committee recommended that the Board present a resolution to
shareholders at the 2007 AGM for the reappointment of the external auditors. This followed an assessment of
the quality of service provided, including the qualification of the external auditors, the expertise and resources
made available to the group, auditor independence and the effectiveness of the audit process. The decision was
based on consideration of reports issued by the external auditors and feedback from the executive directors.
Internal audit function: The Group does not currently have an internal audit function. The Audit Committee
annually considers the need for such a function but at present believes that the size and operational structure
of the business make an internal audit function unnecessary.
Auditor independence: The committee satisfied itself as to the continuing independence of the external
auditor. In doing so, it considered the following factors, having regard to the views of management and the
external auditor:
• The auditor’s procedures in place for maintaining and monitoring independence, including those to ensure
that the partners and staff have no personal or business relationships with the company, other than those
in the normal course of business permitted by UK ethical guidance.
• The auditor’s policies for the rotation of the lead partner and key audit personnel.
• Adherence by management and the auditor during the period to the group’s policies for the procurement of
non-audit services and the employment of former audit staff. 
The audit committee has established policies determining the non-audit services that the external auditors can
provide and the procedures required for pre-approval of any such engagement. These policies provide for the
auditors to be engaged only for work that is not prohibited by professional or other regulatory requirements.
This essentially limits work to tax services and assurance services that are essentially of an audit nature, but
excludes internal audit services and attest assignments that present a potential self-review threat, such as
valuation services. Annually the finance director submits a report of fees charged and services provided by the
auditors and this is reviewed by the committee to ensure policies have been complied with. The chairman of
the audit committee reports to the Board identifying any matters where procedures could be improved.
Communications with shareholders
Communications with shareholders are given high priority. The Board is accountable to the company’s
shareholders and as such it is important for the Board to appreciate the requirements of shareholders and
equally that shareholders understand how the actions of the board and short-term financial performance
relates to the achievement of the company’s longer term goals.
The reporting calendar is dominated by the publication of interim and final results each year, in which the
board reports to shareholders on its stewardship of the company. The operating and financial review on pages
6 to 11 comments on the Group’s financial performance in the context of the business risks faced and the
objectives and plans for the future. At other times during the year, presentations to analysts and updates to the
stock exchange are made available to all shareholders via the company’s website. In addition the chief
executive and finance director meet with major shareholders to discuss governance and group strategy. 
The Chairman ensures that the chief executive and finance director provide feedback to the board following
presentations to investors and meetings with shareholders and the company’s brokers are invited to attend
board meetings when investor relations are on the agenda.  The Annual General Meeting provides an opportunity for communication with private and institutional
investors and the board encourages shareholders to attend and welcomes their participation. All directors
attend the Annual General Meeting and are available to answer questions. Notice of the Annual General
Meeting and related papers are sent to shareholders at least 20 working days before the meeting. All proxy
votes are counted and the numbers for and against each resolution are announced after a vote of the members
present. Details of resolutions to be proposed at the Annual General Meeting on 26 February 2009 can be found
in the notice of the meeting on page 73.
Internal control
The directors acknowledge that they are responsible for the group’s system of internal control and for
reviewing its effectiveness. The system is designed to manage rather than eliminate the risk of failure to
achieve the group’s strategic objectives, and can only provide reasonable and not absolute assurance against
material misstatement or loss.
An ongoing process, in accordance with the guidance of the Turnbull Committee on internal control, has been
established for identifying, evaluating and managing the significant risks faced by the group. This process has
been in place throughout the period under review and up to the date of approval of the annual report and
financial statements. The Board regularly reviews the process. 
The Group’s key risk management processes and system of internal control procedures include the following:
• Management structure: Authority to manage the various business operations is delegated to local
management within limits set by the board. The appointment of executives to the most senior positions
within the Group requires the approval of the Board. Functional, operating and financial reporting standards
are established by head office management for application across the whole Group. The corporate procedures
manual sets out, inter alia, the general ethos of the Group, delegation of authority and authorisation levels,
segregation of duties and other control procedures together with group accounting policies.
• Identification and evaluation of business risks: The major financial, commercial, legal, regulatory and
operating risks within the group are identified through annual reporting procedures. The management team
regularly reviews these risks to ensure that they are being effectively managed and appropriately insured,
and prepares an annual group risk assessment report. The team also undertakes regular reviews of the most
significant areas of risk and ensures that key control objectives remain in place and reports its findings to
the audit committee.
• Information and financial reporting systems: The Group’s comprehensive planning and financial reporting
procedures include detailed operational budgets for the year ahead and a three year rolling plan. The Board
reviews and approves them. Performance is monitored and relevant action taken throughout the year
through the monthly reporting of key performance indicators, updated forecasts for the year together with
information on the key risk areas.
• Investment appraisal: The budgetary process and authorisation levels regulate capital expenditure. For
expenditure beyond specified levels, detailed written proposals have to be submitted to the Board. Reviews
are carried out after the acquisition is complete, and for some projects, during the acquisition period, to
monitor expenditure. Commercial, legal and financial due diligence work is carried out if a business is to
be acquired.
The Audit Committee has reviewed the effectiveness of the system of internal control and has reported its
findings to the Board. The key processes applied in so doing are described in the Audit Committee section above.
CORPORATE GOVERNANCE
16 | William Sinclair Holdings plc CORPORATE GOVERNANCE
William Sinclair Holdings plc | 17
Statement of directors’ responsibilities in respect of the financial statements
The directors are responsible for preparing the Annual Report and the financial statements in accordance with
applicable United Kingdom law and those International Financial Reporting Standards as adopted by the
European Union. The Directors confirm to the best of their knowledge:
• that the financial statements, prepared in accordance with the applicable set of accounting standards, give
a true and fair view of the assets, liabilities, financial position and profit of William Sinclair Holdings plc
and the undertakings included in the consolidation taken as a whole; and
• that the management report includes a fair review of the development and performance of the business and
the position of William Sinclair Holdings plc and the undertakings included in the consolidation taken as
a whole, together with a description of the principal risks and uncertainties that they face.
The directors are required to prepare financial statements for each financial year which present fairly the
financial position of the company and of the Group and the financial performance and cash flows of the company
and of the Group for that period. In preparing those financial statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandable information; 
• provide additional disclosures when compliance with the specific requirements in IFRSs is insufficient to
enable users to understand the impact of particular transactions, other events and conditions on the entity’s
financial position and financial performance; and
• state that the company has complied with IFRSs, subject to any material departures disclosed and
explained in the financial statements.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at
any time the financial position of the company and of the group and enable them to ensure that the financial
statements comply with the Companies Act 1985 and Article 4 of the IAS Regulation. They are also responsible
for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities. Remuneration committee and advisers
The remuneration committee is chaired by Ken Piggott. Its other members are Philip Nuttall and Bill Simpson.
The committee makes recommendations to the board, within agreed terms of reference, on an overall
remuneration package for executive directors and other senior executives. Bernard Burns, the Chief Executive,
provides advice in relation to the remuneration of other senior executives.
Remuneration policy
The remuneration policy aims to ensure that senior executives are fairly rewarded for their individual
contributions to the Group’s performance and that remuneration packages are competitive with regards to
those of comparable public companies. The Board’s overall objective when establishing remuneration levels
is to be able to attract and retain a high calibre of individual who will contribute positively towards the future
of the Group.
Components of remuneration
The components of remuneration are:
• A base salary to reflect responsibility, individual performance and length of service. Reference is also made
to external comparisons.
• Benefits in kind, including, for example, the provision of a company car and private health insurance.
• Profit related bonus, payment of which depends on performance in relation to budget and growth in
earnings per share over one financial year.
• Executive share option schemes. Under the terms of the share option schemes the Board may grant options
to Directors and a wider group of senior executives at the market price prevailing at the time of the grant.
Options are exercisable not less than three and not more than ten years after the grant. Awards under these
schemes are designed to emphasise the correlation of interests of shareholders and senior management.
• Pension benefit: Mr P D Williams is a member of the Group Personal Pension Plan. The Company makes a
contribution to the personal pension plan of Mr B P Burns.
• Long term incentive plan for senior executives which will pay out between 80% and 120% of base salary
dependent on the Group achieving specified targets for profit before tax in the years to 30 September 2009
and 30 September 2010.
Service contracts 
The service contracts of the directors, or in the case of non-executive directors their letters of appointment,
include the following terms:
Date of appointment Unexpired term Notice period
or extension at year end
(months) (months)
Executive directors:
B P Burns 1 February 2005 N/A 12 months
P D Williams 14 February 2005 N/A 12 months
Non-executive directors:
W Simpson 26 June 2007 24 months 6 months
P J Nuttall 1 March 2008 29 months 3 months
K Piggott 1 May 2006 7 months 3 months
Provisions for compensation for early termination comprise only the payment of any unexpired notice period.
Mr W Simpson and Mr B Burns, who were appointed directors in 2004 and 2005 respectively, retire from the
Board at the Annual General Meeting and, being eligible, offer themselves for re-election. Biographical details
of all directors can be found on page 3.
DIRECTORS’ REMUNERATION REPORT
18 | William Sinclair Holdings plc DIRECTORS’ REMUNERATION REPORT
William Sinclair Holdings plc | 19
Performance graph
The graphs below show the total shareholder return for each of the last five financial years in terms of the
change in value (with dividends reinvested) of an initial investment of £100 on 1 July 2002 in a holding of the
company’s shares (“SNCL”) against the corresponding total shareholder return in a hypothetical holding of
shares in the FTSE All Share index (“FTALLSH”) and the FTSE AIM index (“FTSEAIM”).
Directors’ remuneration
The remuneration of the directors for the fifteen months to 30 September 2008 ( 2007: 12 months) is as follows:
Basic Performance Total Total
salary related 15 mths 12 mths
and fees Benefits bonuses 2008 2007
£’000 £’000 £’000 £’000 £’000
Executive directors:
B P Burns 165 – – 165 176
P D Williams 113 9 – 122 126
Non-executive directors:
W Simpson 69 – – 69 50
P J Nuttall 34 – – 34 26
K Piggott 34 – – 34 25
415 9 – 424 403
Defined contribution pension schemes
During the 15 month period the Group paid contributions to a personal pension plan for BP Burns of £33,000
(2007: 12 months £25,214) and paid contributions to the Group Personal Pension Plan in respect of 
PD Williams of £12,938 (2007: 12 months £9,775).
2004    2005     2006     2007    2008
SNCL (%) FTALLSH (%) FTSEAIM (%)
(20.00%)
60.00%
80.00%
120.00%
100.00%
40.00%
20.00%
(40.00%)
(60.00%)
SNLR (RI) FTALLSH (TSR) FTSEAIM (RI)
50
250
200
150
100
Oct 03
Feb 04
Jun 04
Oct 04
Feb 05
Jun 05
Oct 05
Feb 06
Jun 06
Oct 06
Feb 07
Jun 07
Oct 07
Feb 08
Jun 08
Oct 08 Interests in options
The company has two share option schemes by which executive directors and other senior executives are able
to subscribe for ordinary shares in the company. The interests of the directors were as follows:
At Granted Exercised Lapsed At
Exercise 1 July during during during 30 Sept
price 2007 the period the period the period 2008
£ No. No. No. No. No.
B P Burns (a) 0.596 240,000 – – – 240,000
(b) 0.514 85,000 – – – 85,000
325,000 – – – 325,000
P D Williams (a) 0.596 80,000 – – – 80,000
(b) 0.514 65,000 – – – 65,000
145,000 – – – 145,000
470,000 – – – 470,000
The options are exercisable between the following dates:
(a) March 2008 – February 2012
(b) October 2008 – September 2012
The share price at 30 September 2008 was 60.5 (2007 – 116.5p). The minimum and maximum share price
during the period was 57.5p and 116.5p respectively.
On behalf of the Board
K Piggott
Chairman 
5 January 2009 
DIRECTORS’ REMUNERATION REPORT
20 | William Sinclair Holdings plc DIRECTORS’ REPORT
William Sinclair Holdings plc | 21
The directors present their report and the group financial statements for the period ended 30 September 2008. 
Results and dividends
The group profit for the period, after taxation, amounted to £282,000 (2007: £1,127,000). 
The directors recommend a final ordinary dividend of 1.0 pence per share, amounting to £165,540, making
totals of 2.0 pence per share and £331,080 for the period. Because of the implementation of IFRSs, dividends
are now recognised in the accounts in the period in which they are paid, or in the case of a final dividend
when approved by the shareholders, such that the amount recognised in the 2008 accounts, as described in
note 14, is made up of last year’s final dividend and this period’s interim. 
The final ordinary dividend, if approved, will be paid on 19 March 2009 to ordinary shareholders whose
names were on the register on 20 February 2009.
Principal activities
The Group manufactures and distributes a range of products for the retail and professional horticultural
markets. These include growing media, lawn care, plant food and fertiliser products to consumers in the UK
and overseas.
Business review and future developments
A review of trading activity and future developments is covered in the Chairman’s Statement, the Chief
Executive’s Statement and the Group operating and financial review.
Financial instruments
The Group’s risk management objective and policy are discussed in the Treasury Policies section of the
Operating and Financial Review on pages 6 to 11.
Research and development
The group continues to develop its product range particularly in the areas of green waste utilisation. 
Political and charitable donations
During the period the Group made charitable donations of nil (2007: £825). No political donations were made
(2007: £nil).
Disabled employees
The Group gives full consideration to applications for employment from disabled persons where the
candidate’s particular aptitudes and abilities are consistent with adequately meeting the requirements of the
job. Opportunities are available to disabled employees for training, career development and promotion.
Where existing employees become disabled, it is the Group’s policy to provide continuing employment wherever
practicable in the same or an alternative position and to provide appropriate training to achieve this aim.
Employee involvement
The company operates a framework for employee information and consultation which complies with the
requirements of the Information and Consultation of Employees Regulations 2005. During the period, the
policy of providing employees with information about the group has been continued through the monthly ‘tier
briefings’ at which employees have been encouraged to present their suggestions and views on the Group’s
performance. Regular meetings are held between local management and employees to allow a free flow of
information and ideas.  Directors and their interests
The directors at 30 September 2008 and their interests in the share capital of the company, other than with
respect to options to acquire ordinary shares (which are detailed in the analysis of options included in the
report on directors’ remuneration), are as follows:
At 30 September 2008 At 1 July 2007 
Ordinary shares Ordinary shares
B P Burns 250,708 165,708
P D Williams 30,000 20,000
W Simpson 16,700 16,700
P J Nuttall 10,000 10,000
K Piggott – –
Directors’ liabilities
The company has granted an indemnity to one or more of its directors against liability in respect of
proceedings brought by third parties, subject to the conditions set out in the Companies Act 1985. Such
qualifying third party indemnity provision remains in force as at the date of approving the directors’ report.
Major interests in shares
The company has been notified of the following interests representing 3% or more of the issued ordinary share
capital of the company as at 30 November 2008.
% of issued
Number share
of shares capital
Gartmore Investment Ltd 1,885,745 11.4%
Noguer Investments SA 1,510,296 9.1%
J M Finn & Co Ltd 842,150 5.1%
Small Companies Dividend Trust 826,685 5.0%
Supplier payment policy and practice
It is the Group’s policy that payments to suppliers are made in accordance with those terms and conditions
agreed between the relevant group company and its suppliers, provided that all trading terms and conditions
have been complied with.
At 30 September 2008, the Group had an average of 35.3 days purchases owed to trade creditors. The company
has no significant trade creditors.
Special business at the annual general meeting
Details of the special business to be transacted at the Annual General Meeting are contained in Appendix 1 to
the Notice of Meeting on page 73.
Auditors
A resolution to reappoint Ernst & Young LLP as auditors will be put to the members at the Annual General Meeting.
DIRECTORS’ REPORT
22 | William Sinclair Holdings plc DIRECTORS’ REPORT
William Sinclair Holdings plc | 23
Directors’ statement as to disclosure of information to auditors
The directors who were members of the board at the time of approving the directors’ report are listed on page 3.
Having made enquiries of fellow directors and of the company’s auditors, each of these directors confirms that:
• to the best of each director’s knowledge and belief, there is no information relevant to the preparation of
their report of which the company’s auditors are unaware; and
• each director has taken all the steps a director might reasonably be expected to have taken to be aware of
relevant audit information and to establish that the company’s auditors are aware of that information.
Share capital structure
The company has one class of share being Ordinary Shares of 25p each. There are no special rights to any of the
share capital. The authorised, allotted and fully paid share capital is shown in note 27.
The Directors of the company have received limited authority to authorise the company to buy back shares and
to allot shares. Resolutions will be placed before the Annual General Meeting to renew these powers.
Articles of Association
There are no special rules for the alteration of the Articles of Association and any amendments are approved by
the shareholders. The company has not yet adopted revised Articles of Association that comply with the
Companies Act 2006.
The notice covering the Annual General Meeting can be found accompanying this report and Accounts.
By order of the board
P D Williams
Secretary
5 January 2009 We have audited the financial statements of William Sinclair Holdings plc for the period ended 30 September
2008 which comprise the Group Income Statement, Group and Parent Company Statement of Recognised
Income and Expense, Group and Parent Company Balance Sheets, Group and Parent Company Cash Flow
Statements and the related notes 1 to 34. These financial statements have been prepared under the accounting
policies set out therein. 
This report is made solely to the company's members, as a body, in accordance with Section 235 of the
Companies Act 1985. Our audit work has been undertaken so that we might state to the company's members
those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the
company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the financial statements in accordance with applicable United
Kingdom law and International Financial Reporting Standards (IFRSs) as adopted by the European Union are
set out in the Statement of Directors’ Responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory
requirements and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view and are properly
prepared in accordance with the Companies Act 1985. We also report to you whether the information given in
the directors' report is consistent with the financial statements. 
In addition we report to you if, in our opinion, the company has not kept proper accounting records, if we have
not received all the information and explanations we require for our audit, or if information specified by law
regarding directors’ remuneration and other transactions is not disclosed.
We read other information contained in the Annual Report and consider whether it is consistent with the
audited financial statements. This other information comprises only the Chairman’s Statement, Chief
Executive’s Statement, Group Operating and Financial Review, Corporate Governance Statement, Directors’
Remuneration Report and Directors’ Report. We consider the implications for our report if we become aware
of any apparent misstatement or material inconsistencies with the financial statements. Our responsibilities
do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the
Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts
and disclosures in the financial statements. It also includes an assessment of the significant estimates and
judgments made by the directors in the preparation of the financial statements, and of whether the accounting
policies are appropriate to the company’s circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we
considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the
financial statements are free from material misstatement, whether caused by fraud or other irregularity or
error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the
financial statements.
INDEPENDENT AUDITOR’S REPORT to the members of William Sinclair Holdings plc
24 | William Sinclair Holdings plc INDEPENDENT AUDITOR’S REPORT to the members of William Sinclair Holdings plc
William Sinclair Holdings plc | 25
Opinion
In our opinion: 
• the group financial statements give a true and fair view, in accordance with IFRSs as adopted by the
European Union, of the state of the group's affairs as at 30 September 2008 and of its profit for the 15 month
period then ended; 
• the parent company financial statements give a true and fair view, in accordance with IFRSs as adopted by
the European Union as applied in accordance with the provisions of the Companies Act 1985, of the state
of the parent company’s affairs as at 30 September 2008;
• the financial statements have been properly prepared in accordance with the Companies Act 1985; and
the information given in the directors' report is consistent with the financial statements.
Ernst & Young LLP
Registered auditor 
Hull
5 January 2009 GROUP INCOME STATEMENT
for the 15 month period ended 30 September 2008
15 months to 12 months to
30 September 2008 30 June 2007
Before Except. Before Except.
Except. Items Except. Items
Items (Note 7) Total Items (Note 7) Total
Notes £000 £000 £000 £000 £000 £000
Revenue 3 54,771 – 54,771 37,646 – 37,646
Operating expenses 5 53,367 361 53,728 36,187 (117) 36,070
Operating profit 1,404 (361) 1,043 1,459 117 1,576
Share of post tax profits of 
associates and joint ventures 
accounted for using the 
equity method 18 1 – 1 173 – 173
Group operating profit from 
continuing operations 5 1,405 (361) 1,044 1,632 117 1,749
Finance revenue 9 89 – 89 11 – 11
Finance costs 10 (829) – (829) (326) – (326)
Other finance income
– pensions 33 217 – 217 12 – 12
Profit from continuing operations 
before taxation 882 (361) 521 1,329 117 1,446
Tax (expense) / credit 11 (344) 105 (239) (284) (35) (319)
Profit for the period 538 (256) 282 1,045 82 1,127
Profit for the period is attributable to:
Equity holders of the 
parent company 466 (256) 210 1,045 82 1,127
Minority interests 72 – 72 –
538 (256) 282 1,045 82 1,127
Earnings per share (pence)
Basic EPS on profit for the period 13 2.8p 1.3p 6.3p 6.8p
Diluted EPS on profit for the period 13 2.8p 1.3p 6.2p 6.7p
26 | William Sinclair Holdings plc GROUP STATEMENT OF RECOGNISED INCOME AND EXPENSE
for the 15 month period ended 30 September 2008
William Sinclair Holdings plc | 27
Notes 2008 2007
(15 mths) (12 mths)
£000 £000
Income and expense recognised directly in equity
Revaluation of property 15 – –
Actuarial (losses)/gains on defined benefit pension plans 33 (2,467) 2,463
(2,467) 2,463
Tax on items taken directly to or transferred from equity 691 (641)
Net income recognised directly in equity (1,776) 1,822
Profit for the period 282 1,127
Total recognised income and expense for the period 29 (1,494) 2,949
Attributable to:
Equity holders of the parent company (1,566) 2,949
Minority interests 72 –
(1,494) 2,949
COMPANY STATEMENT OF RECOGNISED INCOME AND EXPENSE
for the 15 month period ended 30 September 2008
Notes 2008 2007
(15 mths) (12 mths)
£000 £000
Net income recognised directly in equity – –
Loss for the period (1,096) (1,002)
Total recognised income and expense for the period 29 (1,096) (1,002) GROUP AND COMPANY BALANCE SHEETS
at 30 September 2008ue
28 | William Sinclair Holdings plc
Group Company
2008 2007 2008 2007
Notes £000 £000 £000 £000
Non-current assets
Property, plant and equipment 15 16,733 12,900 22 28
Intangible assets 16 1,712 1,130 – –
Investments accounted for using the
equity method 18 215 777 – –
Investments in subsidiaries 18 – – 8,855 5,889
Deferred tax assets 11 – – 19 48
18,660 14,807 8,896 5,965
Current assets
Inventories 20 12,021 5,150 – –
Trade and other receivables 19 8,119 10,981 13,357 12,808
Cash and short-term deposits 21 883 335 161 156
21,023 16,466 13,518 12,964
Total assets 39,683 31,273 22,414 18,929
Current liabilities
Trade and other payables 22 10,176 9,824 988 419
Financial liabilities 23 6,997 119 10,713 8,091
Corporation tax payable 3 348 – –
17,176 10,291 11,701 8,510
Non-current liabilities
Financial liabilities 23 2,576 637 2,548 598
Deferred tax liabilities 11 830 1,513 – –
Provisions 25 209 189 – –
Defined benefit pension plan deficit 33 4,475 2,303 – –
8,090 4,642 2,548 598
Total liabilities 25,266 14,933 14,249 9,108
Net assets 14,417 16,340 8,165 9,821 William Sinclair Holdings plc | 29
GROUP AND COMPANY BALANCE SHEETS
at 30 September 2008d
Group Company
2008 2007 2008 2007
Notes £000 £000 £000 £000
Capital and reserves
Equity share capital 29 4,139 4,139 4,139 4,139
Capital redemption reserve 29 1,523 1,523 1,523 1,523
Revaluation reserve 29 3,498 3,566 – –
Other reserves 29 176 176 86 86
Share based payments 29 70 51 70 51
Retained earnings 29 4,808 6,885 2,347 4,022
Group shareholders’ equity 14,214 16,340 8,165 9,821
Minority earnings 203 – – –
Total equity 14,417 16,340 8,165 9,821
W Simpson
Chairman
P D Williams
Finance Director
5 January 2009 GROUP CASH FLOW STATEMENT
for the 15 month period ended 30 September 2008
30 | William Sinclair Holdings plc 30
2008 2007
(15 mths) (12 mths)
Notes £000 £000
Operating activities
Group operating profit 1,043 1,576
Adjustments to reconcile group operating profit to net cash
inflows from operating activities
Depreciation and impairment of property, plant and equipment 1,602 1,032
Amortisation and impairment of intangible assets 35 35
(Profit) on disposal of fixed assets (19) (291)
Share-based payments 19 23
Difference between pension contributions paid and amounts
recognised in the income statement (78) (28)
Decrease/(increase) in inventories (5,198) (183)
Decrease/(Increase) in trade and other receivables 4,896 1,259
(Decrease)/increase in trade and other payables (2,193) (1,106)
Movement in provisions 20 19
Cash generated from operations 127 2,336
Income taxes (paid)/received (77) (174)
Net cash flow from operating activities 50 2,162
Investing activities
Interest received 89 11
Sale of property, plant and equipment 148 606
Purchases of property, plant and equipment (1,618) (1,570)
Payments to acquire intangible fixed assets (129) (6)
Purchase of shares in subsidiary undertakings (3,875) –
Cash on consolidation of subsidiary undertakings (1,310) –
Net cash flow from investing activities (6,695) (959)
Financing activities
Interest paid (829) (320)
Dividends paid to equity shareholders of the parent (579) (496)
Dividends paid to minority interests (10) –
Dividends received from joint ventures – 47
New loans in the period 3,000 –
Repayment of borrowings (455) (72)
Repayment of capital element of finance 
leases and hire purchase contracts (138) (47)
Net cash flow from financing activities 989 (888)
(Decrease)/Increase in cash and cash equivalents (5,656) 315
Cash and cash equivalents at the beginning of the period 21 335 20
Cash and cash equivalents at the period end 21 (5,321) 335 William Sinclair Holdings plc | 31
COMPANY CASH FLOW STATEMENT
for the 15 month period ended 30 September 2008tin
2008 2007
(15 mths) (12 mths)
Notes £000 £000
Operating activities
Operating profit (770) (891)
Adjustments to reconcile profit before tax to net cash
inflows from operating activities
Depreciation and impairment of property, plant and equipment 6 6
Share-based payments 19 23
(Profit)/loss on disposal of fixed assets – –
(Increase)/decrease in trade and other receivables (549) (260)
(Increase)/decrease in trade and other payables 569 120
Cash generated from operations (725) (1,002)
Income taxes received 470 344
Net cash flow from operating activities (255) (658)
Investing activities
Dividends received – –
Sale of property, plant and equipment – –
Purchase of subsidiary undertaking (2,966) –
Net cash flow from investing activities (2,966) –
Financing activities
Interest paid (767) (369)
Dividends paid to equity shareholders (579) (496)
New loans in the period 3,000 –
Repayment of borrowings (455) (72)
Net cash flow from financing activities 1,199 (937)
Decrease in cash and cash equivalents (2,022) (1,595)
Cash and cash equivalents at the beginning of the period 21 (7,863) (6,268)
Cash and cash equivalents at the period end 21 (9,885) (7,863) NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
32 | William Sinclair Holdings plc
1. Authorisation of financial statements and statement of compliance with IFRSs
The group and company financial statements of William Sinclair Holdings plc (the ‘Company’) for the
period ended 30 September 2008 were authorised for issue by the board of directors on 5 January 2009
and the balance sheets were signed on the board’s behalf by Mr W Simpson and Mr P D Williams.
William Sinclair Holdings plc is a public limited company incorporated and domiciled in England &
Wales. The company’s ordinary shares are traded on the Alternative Investment Market.
The Group’s financial statements have been prepared in accordance with International Financial
Reporting Standards (IFRSs) as adopted by the European Union. The company’s financial statements
have been prepared in accordance with IFRSs as adopted by the European Union and as applied in
accordance with the provisions of the Companies Act 1985. The principal accounting policies adopted
by the Group and by the company are set out in note 2. 
The company has taken advantage of the exemption provided under section 230 of the Companies Act
1985 not to publish its individual income statement and related notes.
2. Accounting policies
Basis of preparation
The financial statements of William Sinclair Holdings plc, both consolidated and company, have 
been prepared under IFRS as adopted in the European Union. A summary of the principal accounting
policies, which have been consistently applied throughout the period and the preceding year, is 
as follows:
The Group and company financial statements are presented in sterling and all values are rounded to the
nearest thousand pounds (£000) except when otherwise indicated.
Basis of consolidation
The Group financial statements consolidate the financial statements of William Sinclair Holdings plc and
the entities it controls (its subsidiaries) drawn up to 30 September 2008. 
Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group
obtains control, and continue to be consolidated until the date that such control ceases. Control
comprises the power to govern the financial and operating policies of the investee so as to obtain benefit
from its activities and is achieved through direct or indirect ownership of voting rights, currently
exercisable or convertible potential voting rights, or by way of contractual agreement. The financial
statements of subsidiaries are prepared for the same reporting year as the parent company, using
consistent accounting policies. All inter-company balances and transactions, including unrealised profits
arising from them, are eliminated.
Minority interests represent the portion of profit and net assets in subsidiaries that is not held by the
Group and is presented within equity in the consolidated balance sheet separately from parent
shareholders’ equity.
Key sources of estimation uncertainty
The key sources of estimation uncertainty that have a significant risk of causing material adjustment to
the carrying amounts of assets and liabilities within the next financial year are the measurement and
impairment of indefinite life intangible assets (including goodwill) and the measurement of defined
benefit pension obligations. The Group determines whether indefinite life intangible assets are impaired
on an annual basis and this requires an estimation of the value in use of the cash flows and choosing a
suitable discount rate. Measurement of defined benefit pension obligations requires estimation of future
changes in salaries and inflation, as well as mortality rates, the expected return on assets and the
selection of a suitable discount rate. William Sinclair Holdings plc | 33
NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
Interests in joint ventures
The Group has interests in one joint venture. It takes the form of an agreement to share control over
another entity. The joint venture is established through an interest in a company. The Group recognises
its interest in the entity’s assets and liabilities using the equity method of accounting. Under the equity
method, the interest in the joint venture is carried in the balance sheet at cost plus post-acquisition
changes in the Group’s share of its net assets less any impairment in value of individual investments.
The Group income statement reflects the share of the jointly controlled entity’s results after tax. 
Financial statements of all material, jointly controlled entities are prepared for the same reporting period
as the Group. Where necessary, adjustments are made to bring the accounting policies used into line with
those of the Group. Adjustments are also made in the Group’s financial statements to eliminate the Group’s
share of unrealised gains and losses on transactions between the Group and its jointly controlled entities.
Foreign currencies
Transactions in foreign currencies are initially recorded in the functional currency by applying the 
spot exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in
foreign currencies are retranslated at the functional currency rate of exchange ruling at the balance sheet
date. All differences are taken to the income statement except for differences on monetary assets and
liabilities that form part of the Group’s net investment in a foreign operation. These are taken directly to
equity until the disposal of the net investment, at which time they are recognised in profit or loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated
using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at 
fair value in a foreign currency are translated using the exchange rates at the date when the fair value
was determined.
Goodwill
Business combinations for which the agreement date is on or after 1 July 2004 are accounted for under
IFRS 3 using the purchase method. Any excess of the cost of the business combination over the Group’s
interest in the net fair value of the identifiable assets, liabilities and contingent liabilities is recognised
in the balance sheet as goodwill and is not amortised. To the extent that the net fair value of the acquired
entity’s identifiable assets, liabilities and contingent liabilities is greater than the cost of the investment,
a gain is recognised immediately in the income statement. Goodwill recognised as an asset as at 30 June
2004 is recorded at its carrying amount under UK GAAP and is not amortised. Any goodwill asset arising
on the acquisition of equity accounted entities is included within the cost of those entities.
After initial recognition, goodwill is stated at cost less any accumulated impairment losses, with the
carrying value being reviewed for impairment at least annually and whenever events or changes in
circumstances indicate that the carrying value may be impaired. For the purpose of impairment testing,
goodwill is allocated to the related cash-generating units monitored by management, usually at business
segment level or statutory company level as the case may be. Where the recoverable amount of the cash-
generating unit is less than its carrying amount, including goodwill, an impairment loss is recognised in
the income statement. The carrying amount of goodwill allocated to a cash-generating unit is taken into
account when determining the gain or loss on disposal of the unit, or of an operation within it. Goodwill
arising on acquisitions prior to 30 June 1998 remains set off directly against reserves even if the related
investment becomes impaired or the business is disposed of. NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
34 | William Sinclair Holdings plc
2. Accounting policies (continued)
Intangible assets
Intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses. 
Intangible assets acquired separately from a business are carried initially at cost. An intangible asset
acquired as part of a business combination is recognised outside goodwill if the asset is separable or
arises from contractual or other legal rights and its fair value can be measured reliably. 
Intangible assets with a finite life are amortised on a straight line basis over their expected useful lives,
as follows:
• Computer software – 3-5 years
The carrying value of intangible assets is reviewed for impairment whenever events or changes in
circumstances indicate the carrying value may not be recoverable. 
Property, including peat bogs, plant and equipment 
Plant and equipment is stated at cost less accumulated depreciation and accumulated impairment losses.
Such costs include costs directly attributable to making the asset capable of operating as intended.
Borrowing costs attributable to assets under construction are recognised as an expense as incurred. 
Properties, including peat bogs, are recognised initially at cost and thereafter carried at fair value less
depreciation and impairment charged subsequent to the date of the revaluation. Fair value is based on
periodic valuations by an external independent valuer and is determined from market-based evidence by
appraisal. Valuations are performed frequently enough, and at a minimum of every three years, to ensure
that the fair value of a revalued asset does not differ materially from its carrying amount.
Any revaluation surplus is credited to the revaluation reserve in equity except to the extent that it
reverses a decrease in the carrying value of the same asset previously recognised in profit or loss, in
which case the increase is recognised in profit or loss.  A revaluation deficit is recognised in profit or
loss, except to the extent of any existing surplus in respect of that asset in the revaluation reserve.
A transfer is made from the revaluation reserve to retained earnings for the difference between
depreciation based on the carrying amount of the assets and that based on the assets’ original cost.
Additionally, accumulated depreciation as at revaluation date is eliminated against the gross carrying
amount of the asset and the net amount is restated to the revalued amount of the asset. Upon disposal
any revaluation reserve relating to the particular asset being sold is transferred to retained earnings.
Depreciation is provided on all property, including peat bogs, plant and equipment, other than freehold
land, at rates calculated to write off the cost, less estimated residual value based on prices prevailing at
the balance sheet date, of each asset evenly over its expected useful life as follows:
• Freehold properties – over 50 years
• Leasehold properties – over the lease term
• Plant and machinery – over 3 to 10 years
The carrying values of property, including peat bogs, plant and equipment are reviewed for impairment
when events or changes in circumstances indicate the carrying value may not be recoverable. 35 William Sinclair Holdings plc | 35
NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
2. Accounting policies (continued)
Leases
(i) Assets held under finance leases, which transfer to the Group substantially all the risks and benefits
incidental to ownership of the leased item, are capitalised at the inception of the lease, with a
corresponding liability being recognised for the fair value of the leased asset or, if lower, the present
value of the minimum lease payments. Lease payments are apportioned between the reduction of the
lease liability and finance charges in the income statement so as to achieve a constant rate of interest on
the remaining balance of the liability. Assets held under finance leases are depreciated over the shorter
of the estimated useful life of the asset and the lease term.
(ii) Leases where the lessor retains substantially all the risks and rewards of ownership are classified as
operating leases. Lease payments are charged to the income statement on a straight line basis over the
term of the lease.
Impairment of assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired.
If any such indication exists, or when annual impairment testing for an asset is required, the Group
makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of an
asset’s or cash-generating unit’s fair value less costs to sell and its value in use. It is determined for an
individual asset unless the asset does not generate cash inflows that are largely independent of those
from other assets or groups of assets. Where the carrying amount of an asset exceeds its recoverable
amount the asset is considered impaired and is written down to its recoverable amount. In assessing
value in use the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific
to the asset. Impairment losses of continuing operations are recognised in the income statement in those
expense categories consistent with the function of the impaired asset.
An assessment is made at each reporting date as to whether there is any indication that previously
recognised impairment losses may no longer exist or may have decreased. If such indication exists, the
recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has
been a change in the estimates used to determine the asset’s recoverable amount since the last
impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its
recoverable amount. That increased amount cannot exceed the carrying amount that would have been
determined, net of depreciation, had no impairment loss been recognised for the asset in prior years.
Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case
the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted
in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic
basis over its remaining useful life.
Inventories
Stocks are stated as the lower of cost and net realisable value.
Cost comprises the direct cost of production and attributable proportion of all overheads appropriate to
location and condition. Stocks of harvested peat include the direct cost of production and overheads
based on the long-run level of harvest activity.
Net realisable value is based on estimated selling price less any further costs expected to be incurred to
completion and disposal. NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
36 | William Sinclair Holdings plc
2. Accounting policies (continued)
Trade and other receivables
Trade receivables, which generally have 30-90 day terms, are recognised and carried at the lower of their
original invoiced value and recoverable amount. Where the time value of money is material, receivables
are carried at amortised cost. Provision is made when there is objective evidence that the Group will
not be able to recover balances in full. Balances are written off when the probability of recovery is
assessed as being remote.
Cash and cash equivalents
Cash and short-term deposits in the balance sheet comprise cash at banks and in hand and short-term
deposits with an original maturity of three months or less.
For the purpose of the consolidated cash flow statement, cash and cash equivalents consist of cash and
cash equivalents as defined above, net of outstanding bank overdrafts.
Interest bearing loans and borrowings
All loans and borrowings are initially recognised at fair value less directly attributable transaction costs. 
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised
cost using the effective interest method.
Gains and losses arising on the repurchase, settlement or otherwise cancellation of liabilities are
recognised respectively in finance income and finance expense.
Income taxes
The charge for taxation is based on the profits for the period and takes into account taxation deferred
because of temporary differences between the treatment of certain items for taxation and for accounting
purposes. Deferred tax is provided, using the liability method, on temporary differences at the balance
sheet date between the tax base of assets and liabilities and their carrying amounts for financial reporting
purposes.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities, based on tax rates and laws that are enacted or substantively enacted by the balance
sheet date.
Deferred income tax is recognised on all temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the financial statements, with the following exceptions:
• where the temporary difference arises from the initial recognition of goodwill or of an asset or liability
in a transaction that is not a business combination that at the time of the transaction affects neither
accounting nor taxable profit or loss;
• in respect of taxable temporary differences associated with investments in subsidiaries, associates and
joint ventures, where the timing of the reversal of the temporary differences can be controlled and it
is probable that the temporary differences will not reverse in the foreseeable future; and
• deferred income tax assets are recognised only to the extent that it is probable that taxable profit will
be available against which the deductible temporary differences, carried forward tax credits or tax
losses can be utilised. 37 William Sinclair Holdings plc | 37
NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
2. Accounting policies (continued)
Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are
expected to apply when the related asset is realised or liability is settled, based on tax rates and laws
enacted or substantively enacted at the balance sheet date.
Income tax is charged or credited directly to equity if it relates to items that are credited or charged to
equity. Otherwise income tax is recognised in the income statement.
Provisions
The costs of restoration of the Group’s peat bogs are recognised as a liability as the peat is harvested.
Provision is made as each site is worked and an obligation, as required by the planning consent, incurred.
Where the effect of the time value of money is material the provision is discounted.
Derivative financial instruments
The Group has not used derivative financial instruments such as foreign currency contracts and interest
rate swaps to hedge its cashflow risks associated with foreign currency and interest rate fluctuations.
Should it do so, the Group’s policy is that such derivative financial instruments are stated at fair value.
The fair value of forward contracts is calculated by reference to current forward exchange rates for
contracts with a similar maturity profile, any gains or losses arising from changes in fair value are taken
directly to net profit or loss for the period.
Pensions
The Group operates a defined benefit pension scheme which was closed to new entrants in 1996. 
The contributions of eligible employees and employing companies are administrated in funds
independent from the company's assets. The scheme is funded on a going concern basis on the advice of
external actuaries.
The cost of providing benefits under the defined benefit plan is determined using the projected unit
credit method, which attributes entitlement to benefits to the current period (to determine current service
cost) and to the current and prior periods (to determine the present value of defined benefit obligation)
and is based on actuarial advice. Past service costs are recognised in profit or loss on a straight-line basis
over the vesting period or immediately if the benefits have vested. When a settlement (eliminating all
obligations for benefits already accrued) or a curtailment (reducing future obligations as a result of a
material reduction in the scheme membership or a reduction in future entitlement) occurs the obligation
and related plan assets are remeasured using current actuarial assumptions and the resultant gain or loss
recognised in the income statement during the period in which the settlement or curtailment occurs.
The interest element of the defined benefit cost represents the change in present value of scheme
obligations resulting from the passage of time, and is determined by applying the discount rate to the
opening present value of the benefit obligation, taking into account material changes in the obligation
during the period. The expected return on plan assets is based on an assessment made at the beginning
of the period of long-term market returns on scheme assets, adjusted for the effect on the fair value of
plan assets of contributions received and benefits paid during the period. The difference between the
expected return on plan assets and the interest cost is recognised in the income statement as other
finance income or expense.
Actuarial gains and losses are recognised in full in the statement of recognised income and expense in
the period in which they occur. 38 | William Sinclair Holdings plc
2. Accounting policies (continued)
The defined benefit pension asset or liability in the balance sheet comprises the total for each plan of the
present value of the defined benefit obligation (using a discount rate based on high quality corporate
bonds), less any past service cost not yet recognised and less the fair value of plan assets out of which
the obligations are to be settled directly. Fair value is based on market price information and in the case
of quoted securities is the published bid price.
The Group also operates a Group Personal Pension Plan, which is a defined contribution scheme.
Contributions to the scheme are charged against the income statement as they arise.
Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group
and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration
received, excluding discounts, rebates, VAT and other sales taxes or duty. Revenue on the sale of goods
is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer
usually on dispatch of the goods.
Borrowing costs
Borrowing costs are recognised as an expense when incurred.
Equity settled share based payments
The company operates an executive share option scheme for certain senior executives. Share options
issued are exercisable subject to the attainment of certain market-based performance criteria. 
The fair value of options granted after 7 November 2002 is calculated using mathematical models,
including the Black-Scholes model, modified for the impact of market-based performance criteria and
the resulting cost is charged to the income statement over the vesting period.
The company re-assesses its estimate of the number of options that are expected to become exercisable
at each balance sheet date as a result of changes in non-market based performance conditions. Any
adjustments to the original estimates are recognised in the income statement.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is
conditional upon a market condition, which are treated as vesting irrespective of whether or not the
market condition is satisfied, provided that all other performance conditions are satisfied.
At each balance sheet date before vesting, the cumulative expense is calculated, representing the extent to
which the vesting period has expired and management’s best estimate of the achievement or otherwise of
non-market conditions number of equity instruments that will ultimately vest or in the case of an
instrument subject to a market condition, be treated as vesting as described above. The movement in
cumulative expense since the previous balance sheet date is recognised in the income statement, with a
corresponding entry in equity.
NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008 William Sinclair Holdings plc | 39
NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
2. Accounting policies (continued)
Exceptional items
The Group presents as exceptional items on the face of the income statement those material items of
income and expense which, because of the nature and expected infrequency of the events giving rise to
them, merit separate presentation to allow shareholders to understand better the elements of financial
performance in the period, so as to facilitate comparison with prior periods and to assess better trends in
financial performance.
New standards and interpretations applied
The Group has adopted the following new and amended IFRS and IFRIC interpretations during the period.
Adoption of these revised standards and interpretations did not have any effect on the financial
performance or position of the Group. They did, however, give rise to additional disclosures. 
International Accounting Standards (IAS / IFRSs)
IFRS 7 Financial Instruments: Disclosures
IAS 1 Amendment – Presentation of Financial Statements: Capital disclosures
International Financial Reporting Interpretations Committee (IFRIC)
IFRIC 8 Scope of IFRS 2
IFRIC 9 Reassessment of embedded derivatives
IFRIC 10 Interim financial reporting and impairment
IFRIC 11 IFRS 2 Group and treasury share transactions
New standards and interpretations not applied
The IASB and IFRIC have issued a number of new standards and interpretations with an effective date
after the date of these financial statements. The Directors do not consider that the adoption of these
standards and interpretations will have a material impact on the Group’s and Company’s financial
statements in the period of initial application. The standards not applied are as follows:
International Accounting Standards (IAS / IFRSs) Effective date
IFRS 2 Share based payments – Vesting conditions and cancellations 1 January 2009
IFRS 8 Operating segments 1 January 2009
IAS 1 Revised presentation of Financial Statements 1 January 2009
IAS 1 Puttable financial instruments 1 January 2009
IAS 32 Puttable financial instruments 1 January 2009
International Financial Reporting Interpretations Committee (IFRIC)
IFRIC 12 Service concession arrangements 1 January 2008
IFRIC 13 Customer loyalty programmes 1 July 2008
IFRIC 14 The Limit on a Defined Benefit asset, Minimum Funding 
Requirement and their interaction 1 January 2008 NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
40 | William Sinclair Holdings plc
3. Revenue
Revenue disclosed in the income statement is analysed as follows:
2008 2007
£000 £000
Sale of goods 54,771 37,646
No revenue was derived from exchanges of goods and services
4. Segment information
The primary reporting segment is by business. The Group operates only in the horticultural sector and
therefore has no other segments requiring analysis and disclosure, and no unallocated assets or liabilities. 
The secondary reporting segment is geographical. The Group’s business assets are all located in the UK and
all capital expenditure is within the UK.
The following table presents an analysis of the Group’s revenue from external customers by geographical
market:
2008 2007
£000 £000
United Kingdom 53,974 37,122
Europe 685 408
Middle East, Far East and other 112 116
54,771 37,646
5. Group operating profit
This is stated after charging:
2008 2007
£000 £000
Depreciation of property, plant and equipment 1,602 1,032
Amortisation of intangible assets 35 35
Total depreciation and amortisation expense 1,637 1,067
Cost of inventories recognised as an expense 25,322 17,789
Operating lease payments 1,130 1,081
Staff costs (note 8) 11,191 7,846
(Profit) on disposal of fixed assets (19) (291)
Other operating charges 14,467 8,578
Operating expenses 53,728 36,070 William Sinclair Holdings plc | 41
NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
6. Auditors’ remuneration
2008 2007
£000 £000
Audit of financial statements † 75 55
Other fees to auditors - taxation services 11 10
- Due diligence work 5 –
† £25,000 (2007 – £23,000) of this relates to the company.
7. Exceptional items
2008 2007
£000 £000
Recognised in arriving at operating profit:
Redundancy costs on restructuring of Joseph Metcalf business 361 –
Insurance proceeds – (300)
Redundancy and dispute settlement costs – 183
361 (117)
The decision was taken in July 2008 to restructure the Joseph Metcalf business. This followed the failure of
negotiations with the local authority to extend planning permission at the Oswaldtwistle site which would
have allowed an intensification in the use of the site.
For the year to 30 June 2007 the following are relevant:
Insurance proceeds relate to the loss of fully depreciated equipment in a fire. The equipment was
subsequently replaced.
Redundancy and dispute settlement costs relate to actions taken by management to mitigate losses arising
from a commercial dispute with a customer. NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
42 | William Sinclair Holdings plc
8. Staff costs and directors’ emoluments
(a)  Staff costs 
2008 2007
£000 £000
Wages and salaries 9,482 6,509
Social security costs 886 624
Other pension costs 823 713
11,191 7,846
Included in wages and salaries is a total expense of share-based payments of £19,000 (2007: £23,000) all of
which arises from transactions accounted for as equity-settled share-based payment transactions.
The average monthly number of employees during the period was made up as follows:
2008 2007
No. No.
Horticulture 363 278
Group management 6 6
369 284
(b)  Directors’ emoluments
The Group and Company consider the Directors to be the Key Management Personnel. Details of each
Director’s remuneration, pension contributions and share options are detailed in the Directors’
Remuneration Report on pages 18 to 20. The employee costs above include the following emoluments in
respect of the Directors of the Company:
2008 2007
£000 £000
Group and Company
Directors’ remuneration (including IFRS 2 share option charge) 489 461
Aggregate gains made by Directors on exercise of share options, – – William Sinclair Holdings plc | 43
NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
9. Finance revenue
2008 2007
£000 £000
Bank interest receivable 89 11
10.Finance costs
2008 2007
£000 £000
Bank loans and overdrafts 802 310
Finance charges payable under finance leases and hire purchase contracts 19 10
Movement in discount on provisions 8 6
Finance costs 829 326
11.Taxation
(a) Tax on profit on ordinary activities
Tax charged in the income statement
2008 2007
£000 £000
Current income tax:
UK corporation tax – continuing operations 3 291
Amounts (over)/under provided in previous years (260) 9
Total current income tax (credit)/charge (257) 300
Deferred tax:
Origination and reversal of timing differences – total deferred tax 496 19
Tax charge in the income statement 239 319
The tax charge in the income statement is disclosed as follows:
Tax expense on continuing operations 239 319
Tax relating to items charged or credited to equity
Deferred tax:
Actuarial gains and losses on pension schemes (691) 790
Non qualifying property valuations – (24)
Net gain on revaluation of properties – (125)
Tax (credit)/charge in the statement of recognised income and expense (691) 641 NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
44 | William Sinclair Holdings plc
11.Taxation (continued)
(b)  Reconciliation of the total tax charge 
The tax expense in the income statement for the period is higher (2007: lower) than the standard rate of
corporation tax in the UK of 28% (2007: 30%). The differences are reconciled below:
2008 2007
£000 £000
Accounting profit before income tax 521 1,446
Accounting profit multiplied by the UK standard rate of corporation
tax of 28% (2007 – 30%) 146 434
Expenses not deductible for tax purposes 44 42
Non- taxable income – (44)
Share of profits from joint ventures – (60)
Adjustments in respect of lower rates of corporation tax (7) (46)
Deferred tax charge on phased abolition of IBAs 298 –
Movement in unprovided deferred tax 28 –
Adjustments to tax charge in respect of prior periods (270) (7)
Total tax expense reported in the income statement 239 319
(c)  Unrecognised tax losses 
A potential deferred tax asset of £412,000 (2007: £315,000) has not been recognised in respect of capital
losses carried forward which may be available for offset against future chargeable gains. 
A potential deferred tax asset of £302,000 (2007: £nil) has not been recognised in respect of unutilised
trading losses carried forward which may be available for offset against future trading profits.
(d)  Temporary differences associated with group investments
At 30 September 2008 there was no deferred tax liability (2007: £nil) for taxes that would be payable on the
unremitted earnings of the Group’s subsidiaries or its joint ventures as the Group can control the timing of
any such payment. The temporary difference associated with the investments in subsidiaries and joint
ventures is not a material amount. There are no income tax consequences attaching to the payment of
dividends by the Group to its shareholders.  William Sinclair Holdings plc | 45
NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
11.Taxation (continued)
(e)  Deferred tax 
The deferred tax included in the balance sheet is as follows:
2008 2007
£000 £000
Deferred tax liability
Accelerated capital allowances (776) (541)
Revaluations of land and buildings (1,387) (1,387)
Short term timing differences 67 88
Pensions and post-employment benefits 1,254 646
Rolled over/held over gains (308) (334)
Share based payment 20 15
Tax losses available for offset 300 –
Deferred tax liability (830) (1,513)
The deferred tax included in the group income statement is as follows:
2008 2007
£000 £000
Deferred tax in the income statement
Accelerated capital allowances 42 (10)
Short term timing differences 161 35
Effect of phased withdrawal of IBA’s 298 –
Share based payment (5) (6)
Deferred income tax expense 496 19
Company
The deferred tax asset included in the balance sheet of the company is £19,000 (2007: £48,000).
12.Loss attributable to members of the parent company 
The loss dealt with in the financial statements of the parent company is £1,096,000 (2007: £1,002,000).  NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
46 | William Sinclair Holdings plc
13.Earnings per ordinary share 
Basic earnings per share amounts are calculated by dividing net profit for the period attributable to
ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding
during the period.
Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity
holders of the parent (before deducting the cost of share based payments) by the weighted average number
of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that
would be issued under the company’s share option scheme. 
The following reflects the income and share data used in the basic and diluted earnings per share
computations:
2008 2007
£000 £000
Net profit attributable to equity holders of the parent – continuing operations 210 1,127
Cost of share based payments 19 17
Diluted net profit attributable to equity holders of the parent 229 1,144
2008 2007
No. No.
Basic weighted average number of shares 16,554 16,554
Dilutive potential ordinary shares: 
Employee share options 515 530
Diluted weighted average number of shares 17,069 17,084
There have been no other transactions involving ordinary shares or potential ordinary shares between the
reporting date and the date of completion of these financial statements. 47 William Sinclair Holdings plc | 47
NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
13.Earnings per ordinary share (continued)
Earnings per share from continuing operations before exceptional items
The group presents as exceptional items on the face of the income statement those material items of income
and expense which, because of the nature and expected infrequency of the events giving rise to them, merit
separate presentation to allow shareholders to understand better the elements of financial performance 
in the period, so as to facilitate comparison with prior periods and to assess better trends in financial
performance. 
To this end, basic and diluted earnings per share is also presented on this basis and using the number of
ordinary shares for both basic and diluted amounts as per the table above. Net profit from continuing
operations before exceptional items and attributable to equity holders of the parent is derived as follows:
2008 2007
£000 £000
Net profit attributable to equity holders of the parent 210 1,127
Exceptional items after tax – attributable to equity holders of the parent 256 (82)
Net profit from continuing operations before exceptional items attributable to
equity holders of the parent 466 1,045
14.Dividends paid and proposed 
2008 2007
£000 £000
Declared and paid during the year:
Equity dividends on ordinary shares:
Final dividend for June 2007: 2.50p (June 2006: 2.00p) 414 331
Interim for September 2008: 1.00p (June 2007: 1.00p) 165 165
Dividends paid 579 496
Proposed for approval by shareholders at the AGM:
Final dividend for September 2008: 1.0p (2007: 2.50p) 165 414 NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
48 | William Sinclair Holdings plc
15.Property, plant and equipment 
Group Short 
Freehold Leasehold Plant and
Properties Property machinery Total
£000 £000 £000 £000
Cost or valuation:
At 1 July 2006 5,768 2,910 14,846 23,524
Additions 41 2 1,527 1,570
Disposals (289) – (325) (614)
Revaluations at 30 June 2007 – – – –
At 1 July 2007 5,520 2,912 16,048 24,480
Additions 2 58 1,558 1,618
Acquisition of subsidiary undertakings 2,725 315 906 3,946
Disposals – – (1,347) (1,347)
At 30 September 2008 8,247 3,285 17,165 28,697
Depreciation and impairment:
At 1 July 2006 – – 10,847 10,847
Provided during the period 64 114 854 1,032
Disposals (2) – (297) (299)
Eliminated on revaluations – – – –
At 1 July 2007 62 114 11,404 11,580
Provided during the period 101 140 1,361 1,602
Disposals – – (1,218) (1,218)
At 30 September 2008 163 254 11,547 11,964
Net book value at 30 September 2008 8,084 3,031 5,618 16,733
Net book value at 30 June 2007 5,458 2,798 4,644 12,900
Net book value at 30 June 2006 5,768 2,910 3,999 12,677
The net book value of plant and vehicles includes £406,000 (2007: £201,000) in respect of assets held under
hire purchase and finance lease agreements. Depreciation charged in the period on those assets amounts to
£93,000 (2007: £30,000).
Included in the cost or valuation of freehold property is an amount of £4,322,000 (2007: £2,428,000) relating
to land which has not been depreciated. 49 William Sinclair Holdings plc | 49
NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
15.Property, plant and equipment (continued)
All the Group’s freehold and leasehold properties were valued by external valuers, NAI Fuller Peiser,
Property Consultants and Chartered Surveyors, on 30 June 2006. The site at Bolton Fell and the Group’s peat
mosses in Scotland were valued as specialised operational properties on the basis of depreciated
replacement cost. The remaining properties were valued on an existing use basis. No value is attributed to
unharvested peat deposits contained within the relevant freehold and leasehold properties.
If the land and buildings were measured using the cost model the carrying amounts would be as follows:
Freehold properties Short leasehold properties
2008 2007 2008 2007
£000 £000 £000 £000
Cost 7,181 4,391 1,889 1,831
Accumulated depreciation (909) (860) (1,096) (1,023)
Net carrying amount 6,272 3,531 793 808
Company Land and Plant and
buildings machinery Total
£000 £000 £000
Cost:
At 1 July 2006 22 33 55
Additions – – –
Disposals – – –
At 1 July 2007 22 33 55
Additions – – –
Disposals – – –
At 30 September 2008 22 33 55
Depreciation and impairment:
At 1 July 2006 – 21 21
Provided during the period – 6 6
Disposals – – –
At 1 July 2007 – 27 27
Provided during the period – 6 6
Disposals – – –
At 30 September 2008 – 33 33
Net book value at 30 September 2008 22 – 22
Net book value at 30 June 2007 22 6 28
Net book value at 30 June 2006 22 12 34 NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
50 | William Sinclair Holdings plc
16.Intangible assets
Group Computer
Software Goodwill Total
£000 £000 £000
Cost:
At 1 July 2006 433 1,072 1,505
Additions 6 – 6
Disposals – – –
At 1 July 2007 439 1,072 1,511
Additions 129 488 617
Disposals – – –
At 30 September 2008 568 1,560 2,128
Depreciation:
At 1 July 2006 346 – 346
Amortisation during the period 35 – 35
On disposals – – –
At 1 July 2007 381 – 381
Amortisation during the year 35 – 35
On disposals – – –
At 30 September 2008 416 – 416
Net book value at 30 September 2008 152 1,560 1,712
Net book value at 30 June 2007 58 1,072 1,130
Net book value at 1 July 2006 87 1,072 1,159
Company
The Company has no intangible assets.
Goodwill is subject to annual impairment testing (see note 17). Goodwill relates to the investment in
Freeland Horticulture Limited. William Sinclair Holdings plc | 51
NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
17.Impairment of goodwill and intangibles with indefinite lives 
All of the goodwill has arisen in respect of the Group’s acquisition of 50% of the share capital of Freeland
Horticulture Ltd in 2003 and a further 37.5% in July 2007. The recoverable amount of this goodwill is
determined on a value in use basis using cash flow projections based on the business plan of Freeland
Horticulture Ltd for the following six years. 
The discount rate applied to the cash flow projections is 7.0%, which approximates to the Group’s weighted
average cost of capital.
The growth rate used to extrapolate the cash flows beyond 2014 is 3.0%. The board believes this growth rate
is justified based on the strong position of the business in its industry and ownership of the green waste
processing technologies the business has developed.
The calculation of value in use is most sensitive to these two assumptions. The margin by which value in use
exceeds the carrying value is significant and the directors believe that it is unlikely that sufficient change in
the above assumptions could occur to result in the carrying value exceeding the recoverable amount. 
18.Investments 
Group 2008 2007
£000 £000
Investments accounted for using the equity method 215 777
Investment in joint venture
The Group has a 50% interest in the following business:
Name of undertaking Description of shares held Country of Incorporation
Bark Products (Scotland) Limited* 2,500 Ordinary shares of £1 Scotland
As at 30 June 2007 the Group also had a 50% interest in the following business:
Freeland Horticulture Limited* 
* Held by a subsidiary undertaking.
The share of the assets, liabilities, income and expenses of the jointly controlled entity at 30 September 2008
(2007: both entities) and for the period then ended was as follows:
2008 2007
£000 £000
Share of the joint venture’s balance sheet:
Non-current assets 52 246
Current assets 267 1,154
Share of gross assets 319 1,400
Current liabilities 62 563
Non-current liabilities 42 60
Share of gross liabilities 104 623
Share of net assets 215 777
Carrying value including goodwill 215 1,849 NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
52 | William Sinclair Holdings plc
18.Investments (continued)
2008 2007
£000 £000
Revenue 492 1,653
Operating expenses (492) (1,440)
Finance income 2 7
Profit before income taxes 2 220
Income tax expense (1) (47)
Share of post tax profits 1 173
Company – Investment in subsidiaries
£000 £000
Cost:
At 1 July 2007 18,333 18,333
Acquisition in the period 2,966 –
Provision for diminution in value (12,444) (12,444)
At 30 September 2008 8,855 5,889
Details of the principal subsidiary undertakings are set out below. All of the issued share capital is held by
William Sinclair Holdings plc except as indicated.
Name of company Description of shares held Nature of business
William Sinclair Horticulture Ordinary shares of £1 Manufacture and distribution of 
horticultural products
Freeland Horticulture* Ordinary shares of 50p Manufacture of organic compost 
and soil
Joseph Metcalf Ordinary shares of £1 Manufacture and distribution of 
horticultural products
The above companies are registered in England and Wales and operate principally in the United Kingdom.
The company accounts for its investments in subsidiaries and joint ventures using the cost model.
*Held by a subsidiary undertaking. William Sinclair Holdings plc | 53
NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
18.Investments (continued)
Business combinations – Freeland Horticulture Ltd
With effect from 1 July 2007 the Group acquired 37
1
/2% of the ordinary shares of Freeland Horticulture Ltd
(“Freeland”). As a result Freeland is now an 87
1
/2% subsidiary of William Sinclair Horticulture Limited.
In these financial statements Freeland is fully consolidated as a subsidiary with the 12
1
/2% outside
shareholding shown as a minority interest. At 30 June 2007 the Group’s 50% interest in Freeland was shown
as an investment and its net income after tax was shown as “share of profit of joint ventures” in the Group
Income Statement.
The Group paid £750,000 cash for a further 37
1
/2% of Freeland with up to a further £225,000 of deferred
consideration payable only if certain performance criteria are achieved by Freeland in the three years to 30
June 2010. The Group considers the likely deferred consideration payable to be £150,000.
Book and fair values of the net assets at the date of acquisition were as follows:
Book Fair Value
value to Group
£000 £000
Property, plant and equipment 366 366
Inventories 97 97
Trade receivables 842 842
Cash and short-term deposits 756 756
Trade payables (590) (590)
Other payables (102) (102)
Deferred income (127) (127)
Deferred tax liabilities (36) (36)
Corporation tax (81) (81)
Net assets on acquisition 1,125 1,125
Less previously accounted for as a joint venture (563)
Minority interest (141)
Goodwill arising on acquisition of 37.5% 488
Consideration paid 909
Discharged by:
Cash 750
Deferred consideration 150
Costs associated with the acquisition, settled in cash 9
909
From the date of acquisition to 30 September 2008 Freeland has contributed £700,000 to the profit before
tax of the Group after minority interests.
Included in the £488,000 of goodwill recognised above are certain intangible assets that cannot be
individually separated and reliably measured from the acquiree due to their nature. These items include the
expected value of future income streams. NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
54 | William Sinclair Holdings plc
18.Investments (continued)
Business combinations – Joseph Metcalf Ltd
On 9 January 2008 the Group acquired 100% of the ordinary shares of Joseph Metcalf Limited (“JML”) for a
consideration of £2,966,000 paid in cash. JML is a private company based in England which manufactures
horticulture products.
Book and fair values of the net assets at the date of acquisition were as follows:
Book Fair Value
value to Group
£000 £000
Property, plant and equipment 3,468 3,580
Deferred tax assets – 524
Inventories 2,376 1,576
Trade receivables 1,483 1,283
Overdraft (2,066) (2,066)
Trade payables (484) (484)
Other payables (1,241) (1,241)
Hire purchase liability (206) (206)
Net assets 3,330 2,966
Goodwill arising on acquisition nil
Discharged by cash 2,966
From the date of acquisition to 30 September 2008 JML made a loss before tax of £613,000. In the fifteen
months to 30 September 2008 JML made a loss of £1,534,000 before tax on a turnover of £10,416,000. 
A deferred tax asset of £300,000 has been recognised in respect of trading losses arising pre-acquisition.
These losses are expected to be available to offset against future profits of the trade. A deferred tax asset
has been recognised in respect of the fair value adjustment of stock. This asset has reversed in full in the
current period.
19.Trade and other receivables
Group Company
2008 2007 2008 2007
Notes £000 £000 £000 £000
Financial assets
Trade receivables 6,955 10,302 – 6
Amounts owed by group undertakings – – 13,253 12,783
Corporation tax recoverable – 91 – –
6,955 10,393 13,253 12,789
Non financial assets
Other debtors 380 253 72 15
Prepayments and accrued income 784 335 32 4
8,119 10,981 13,357 12,808
Financial assets are carried at amortised cost. William Sinclair Holdings plc | 55
NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
19.Trade and other receivables (continued)
Trade receivables are denominated in the following currencies:
Group Company
2008 2007 2008 2007
Notes £000 £000 £000 £000
Sterling 6,819 10,159 – 6
Euro 136 143 – –
6,955 10,302 – 6
Of the carrying amount of trade receivables of £6,955,000 (2007: £10,302,000), £2,068,000 (2007: £3,563,000)
is against three major customers.
Trade receivables are non interest bearing and are generally on 30 – 90 day terms and are shown net of a
provision for impairment. Provision is made when there is objective evidence that the Group will not be
able to recover balances in full. Balances are written off when the probability of recoverability is assessed
as being remote. As at 30 September 2008, trade receivables at nominal value of £370,000 (2007: £nil) were
impaired and fully provided for. Movements in the provision for impairment of receivables were as follows:
2008 2007
£000 £000
At 1 July 2007 – –
Acquisition of subsidiary undertakings 280 –
Provided in the period 149 –
Amounts written off (59) –
At 30 September 2008 370 –
The Company does not have any impairment provisions for receivables. 
The analysis of trade receivables that were past due but not impaired is as follows:
Neither past
due nor Past due but not impaired 
TOTAL impaired <30 days 30-60 days 60-90 days 90-120 days >120 days
£'000 £'000 £'000 £'000 £'000 £'000 £'000
30 September 2008 6,955 4,254 1,537 709 165 223 67
30 June 2007 10,302 6,521 3,588 11 151 28 3 NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
56 | William Sinclair Holdings plc
20.Inventories
Group Company
2008 2007 2008 2007
Notes £000 £000 £000 £000
Raw materials 5,744 2,750 – –
Finished goods and goods for resale 6,277 2,400 – –
12,021 5,150 – –
21.Cash and short-term deposits
Group Company
2008 2007 2008 2007
£000 £000 £000 £000
Cash at bank and in hand 883 335 161 156
Short-term deposits – – – –
883 335 161 156
Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made
for varying periods of between one day and three months depending on the immediate cash requirements
of the Group, and earn interest at the respective short-term deposit rates. The fair value of cash and cash
equivalents is £883,000 (2007: £335,000).
At 30 September 2008, the Group had available approximately £10 million (2007: £9 million) of undrawn
committed borrowing facilities in respect of which all conditions had been met. All of these facilities fall
for review within one year.
For the purpose of the consolidated cash flow statement, cash and cash equivalents comprise the following
at 30 September:
Group Company
2008 2007 2008 2007
£000 £000 £000 £000
Cash at bank and in hand 883 335 161 156
Bank overdrafts (6,204) – (10,046) (8,019)
(5,321) 335 (9,885) (7,863) William Sinclair Holdings plc | 57
NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
22.Trade and other payables 
Group Company
2008 2007 2008 2007
£000 £000 £000 £000
Current
Trade payables 5,475 5,205 25 23
Amounts owed to group undertakings – – 700 –
Amounts owed to joint ventures 245 179 – –
Other payables 4,456 4,440 263 396
10,176 9,824 988 419
23.Financial liabilities 
Group Company
2008 2007 2008 2007
£000 £000 £000 £000
Current
Bank overdrafts 6,204 – 10,046 8,019
Current obligations under finance leases and hire
purchase contracts (note 24) 126 47 – –
Current instalments due on bank loans 667 72 667 72
6,997 119 10,713 8,091
Group Company
2008 2007 2008 2007
£000 £000 £000 £000
Non-current
Non-current obligations under finance leases and
hire purchase contracts (note 24) 28 39 – –
Non-current instalments due on bank loans 2,548 598 2,548 598
2,576 637 2,548 598
Bank loans
Group Company
Bank loans comprise the following: 2008 2007 2008 2007
£000 £000 £000 £000
£800,000 variable rate loan 2004 575 670 575 670
£3,000,000 variable rate loan 2008 2,640 – 2,640 –
3,215 670 3,215 670
Less: current instalments due on bank loans (667) (72) (667) (72)
2,548 598 2,548 598
The 2004 loan is secured on land acquired in Lincoln in the year ended 30 June 2004 and is repayable in
monthly instalments which commenced in October 2005 and will continue until full repayment in September
2014. The loan bears interest at LIBOR + 1.25%. 
The 2008 loan is unsecured and is repayable in monthly instalments which commenced in February 2008 and
will continue until full repayment in January 2013. The loan bears interest at base rate + 1.25%. At the period
end covenants had not been set on this new loan. The process to set the covenants on this loan will be
concluded in the current year. NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
58 | William Sinclair Holdings plc
24.Obligations under leases and hire purchase contracts 
Obligations under finance leases and hire purchase contracts
The Group uses finance leases and hire purchase contracts to acquire plant and machinery. Future minimum
lease payments under finance leases and hire purchase contracts are as follows:
2008 2007
£000 £000
Future minimum payments due:
Not later than one year 133 –
After one year but not more than five years 33 105
166 105
Less finance charges allocated to future periods (12) (19)
Present value of minimum lease payments 154 86
The present value of minimum lease payments is analysed as follows:
Not later than one year 126 47
After one year but not more than five years 28 39
154 86
The Company does not have any outstanding finance lease commitments.
Operating lease agreements where the Group is lessee
The Group has entered into commercial leases on certain properties, motor vehicles and items of machinery.
These leases have an average duration of between 2 and 5 years. Some of the property lease agreements
contain an option for renewal, with such options being exercisable up to twelve months before the expiry
of the lease term at rentals based on market prices at the time of exercise. 
Future minimum rentals payable under non-cancellable operating leases are as follows:
Group Company
2008 2007 2008 2007
£000 £000 £000 £000
Not later than one year 209 82 – –
After one year but not more than five years 1,740 1,257 – –
After five years 151 – – –
2,100 1,339 – – William Sinclair Holdings plc | 59
NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
25.Provisions 
Group Moss
Reinstatement
£000
At 1 July 2007
Current –
Non-current 189
189
Arising during the period 12
Utilised –
Movement in discount rate 8
At 30 September 2008 209
Analysed as:
Current –
Non-current 209
209
The moss reinstatement provision is built up as peat is extracted. It is expected that the costs of
reinstatement will have been incurred within 10 years of the balance sheet date. The costs are discounted
to take account of the time value of money. NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
60 | William Sinclair Holdings plc
26.Financial instruments 
An explanation of the Group’s financial instrument risk management objectives, policies and strategies are
set out in the discussion of Treasury policies on pages 10 and 11 in the Operating and Financial Review. 
Group interest rate risk profile of financial assets and liabilities
The interest rate profile of the financial assets and liabilities of the Group as at 30 September 2008 and at
30 June 2007 and their weighted average effective interest rates are as follows:
As at 30 September 2008
Fixed rate Weighted More
average Within 1 1-2 2-3 3-4 4-5 than 5
effective year years years years years years Total
interest % £000 £000 £000 £000 £000 £000 £000
Obligations under finance
leases and hire
purchase contracts 7.4% (27) (127) – – – – (154)
Floating rate Weighted More
average Within 1 1-2 2-3 3-4 4-5 than 5
effective year years years years years years Total
interest % £000 £000 £000 £000 £000 £000 £000
Cash 3.5% 883 – – – – – 883
Bank overdraft 6.2% (6,204) – – – – – (6,204)
Bank loan 4.6% – – – – (2,640) (575) (3,215)
As at 30 June 2007
Fixed rate Weighted More
average Within 1 1-2 2-3 3-4 4-5 than 5
effective year years years years years years Total
interest % £000 £000 £000 £000 £000 £000 £000
Obligations under finance
leases and hire
purchase contracts 8.3% – (86) – – – – (86)
Floating rate Weighted More
average Within 1 1-2 2-3 3-4 4-5 than 5
effective year years years years years years Total
interest % £000 £000 £000 £000 £000 £000 £000
Cash 3.5% 335 – – – – – 335
Bank overdraft 6.4% – – – – – – –
Bank loan 6.6% – – – – – (670) (670) William Sinclair Holdings plc | 61
NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
26.Financial instruments (continued)
Interest on financial instruments classified as fixed rate is fixed until the maturity of the instrument. The
other financial instruments of the Group that are not included in the above tables are non-interest bearing
and are therefore not subject to interest rate risk. 
Company interest rate risk profile of financial assets and liabilities
The interest rate profile of the financial assets and liabilities of the company as at 30 September 2008 and
as at 30 June 2007 and their weighted average effective interest rates are as follows:
As at 30 September 2008
Floating rate Weighted More
average Within 1 1-2 2-3 3-4 4-5 than 5
effective year years years years years years Total
interest % £000 £000 £000 £000 £000 £000 £000
Cash 3.5% 161 – – – – – 161
Bank overdraft 6.2% (10,046) – – – – – (10,046)
Bank loan 4.6% – – – – (2,640) (575) (3,215)
As at 30 June 2007
Floating rate Weighted More
average Within 1 1-2 2-3 3-4 4-5 than 5
effective year years years years years years Total
interest % £000 £000 £000 £000 £000 £000 £000
Cash 3.5% 156 – – – – – 156
Bank overdraft 6.4% (8,019) – – – – – (8,019)
Bank loan 6.6% – – – – – (670) (670)
Credit risk
Except as disclosed in note 19 there are no significant concentrations of credit risk within the Group. The
maximum credit risk exposure relating to financial assets is represented by the carrying value as at the
balance sheet date. 
Currency profile
The Group’s financial assets and liabilities at 30 September 2008 and at 30 June 2007 are denominated in
sterling with the exception of immaterial balances held in euros and US dollars.
Fair values of financial assets and financial liabilities
The fair value of fixed and floating rate financial assets and liabilities is estimated to be equivalent to book
value. The group and company have no derivative financial instruments at 30 September 2008 or at 30 June
2007. The book value of trade and other receivables and trade and other payables equate to fair values for
the Group and Company.
The Group and Company had no forward contracts to hedge expected purchases or sales in foreign
currencies at 30 September 2008. The Group has no hedges that meet the criteria of IAS39. NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
62 | William Sinclair Holdings plc
26.Financial instruments (continued)
Liquidity risk
The table below summarises the maturity profile of the Group’s financial liabilities at 30 September 2008
based on contractual undiscounted payments.
Period ended On Less than 3 to 12 1 to 5 Over 5 Total
30 September 2008 Demand 3 months months years years
£000 £000 £000 £000 £000 £000
Interest bearing loans 
and borrowings 6,204 200 609 2,931 106 10,050
Trade and other payables – 5,475 4,701 – – 10,176
6,204 5,675 5,310 2,931 106 20,226
Period ended On Less than 3 to 12 1 to 5 Over 5 Total
30 June 2007 Demand 3 months months years years
£000 £000 £000 £000 £000 £000
Interest bearing loans 
and borrowings – 30 93 539 224 886
Trade and other payables – 5,205 4,619 – – 9,824
– 5,235 4,712 539 224 10,710
Interest rate risk
The sensitivity to a reasonable change in the interest rates on the Group’s floating rate borrowings is set out
in the table below.
Increase/decrease Effect on 
in basis points profit before tax
£000 £000
2008
Sterling +/- 25 -/+ 32
2007
Sterling +/- 25 -/+ 15 William Sinclair Holdings plc | 63
NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
27. Authorised and issued share capital 
Group and company
Authorised 2008 2007 2008 2007
No. No. £000 £000
Ordinary shares of 25p each 30,000,000 30,000,000 7,500 7,500
Allotted, called up and fully paid 2007 2006 2007 2006
No. No. £000 £000
Ordinary shares of 25p each 16,554,046 16,554,046 4,139 4,139
28.Share-based payments 
Senior Executive Plan
Share options are granted to certain senior executives. The exercise price of the options is equal to the
average of the market price of the shares on the five days prior to the date of grant. Options are exercisable
not less than three and not more than ten years after the date of the grant and they may be exercised if and
when the Group’s earnings per share grows in the three years prior to exercise by more than the increase in
the Retail Prices Index. 
The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements
in, share options during the period.
2008 2008 2008 2007
No. WAEP No. WAEP
Outstanding as at 1 July 2007
1
515,000 £0.61 605,000 £0.68
Granted during the period – –
Expired during the period – 90,000
Outstanding at 30 September 2008
1
515,000 £0.61 515,000 £0.61
Exercisable at 30 September 2008 320,000 £0.60 nil –
1
Included within this balance are options over 45,000 (2007: 45,000) shares that have not been recognised
in accordance with IFRS 2 as the options were granted on or before 1 March 2000. These options have not
been subsequently modified and therefore do not need to be accounted for in accordance with IFRS 2.
For the share options outstanding as at 30 September 2008, the weighted average remaining contractual life
is 6.15 years (2007: 7.40 years).
The weighted average fair value of options granted during the period was £nil (2007: £nil). The range of
exercise prices for options outstanding at the end of the period was £0.51-£1.06 (2007: £0.51-£2.22). NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
64 | William Sinclair Holdings plc
28.Share-based payments (continued)
The fair value of equity-settled share options granted is estimated as at the date of grant using a Black-
Scholes pricing analysis, taking into account the terms and conditions upon which the options were
granted. The following table lists the main inputs to the model used for the periods ended 30 September
2008 and 30 June 2007. No options have been granted in the period ended 30 September 2008 nor in the
previous period.
2006
Expected share price volatility (%) 29.00
Historical volatility (%) 29.00
Risk-free interest rate (%) 4.16
Expected life of option (years) 3.00
The expected volatility reflects the assumption that the historical volatility is indicative of future trends,
which may not necessarily be the actual outcome.
No other features of options were incorporated into the measurement of fair value.
29.Reconciliation of movements in equity
Group Equity Share
share Revaluation Other based Retained
capital reserve reserves payments earnings Total
£000 £000 £000 £000 £000 £000
At 1 July 2006 4,139 3,501 1,699 28 4,497 13,864
Total recognised income 
and expense for the year – 108 – – 2,841 2,949
Depreciation transfer – (43) – – 43 –
Share-based payment – – – 23 – 23
Equity dividends paid – – – – (496) (496)
At 30 June 2007 4,139 3,566 1,699 51 6,885 16,340
At 1 July 2007 4,139 3,566 1,699 51 6,885 16,340
Total recognised income 
and expense for the period – – – – (1,566) (1,566)
Depreciation transfer – (68) – – 68 –
Share-based payment – – – 19 – 19
Equity dividends paid – – – – (579) (579)
At 30 September 2008 4,139 3,498 1,699 70 4,808 14,214 William Sinclair Holdings plc | 65
NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
29.Reconciliation of movements in equity (continued)
Company Equity Share
share Other based Retained
capital reserves payments earnings Total
£000 £000 £000 £000 £000
At 1 July 2006 4,139 1,609 28 5,520 11,296
Total recognised income 
and expense for the year – – – (1,002) (1,002)
Share-based payment – – 23 – 23
Equity dividends paid – – – (496) (496)
At 30 June 2007 4,139 1,609 51 4,022 9,821
At 1 July 2007 4,139 1,609 51 4,022 9,821
Total recognised income 
and expense for the period – – – (1,096) (1,096)
Share-based payment – – 19 – 19
Equity dividends paid – – – (579) (579)
At 30 September 2008 4,139 1,609 70 2,347 8,165
Equity share capital
The balance classified as equity share capital represents the nominal value of ordinary 25p shares issued.
Other reserves
These reserves comprise a capital redemption reserve of £1,523,000 (2007: £1,523,000) and other reserve of
£176,000 (2007: £176,000).
Share based payments reserve
This reserve records the fair value of share based payments expensed in the income statement.
Revaluation reserve
This reserve arises from the periodic revaluation of the Group’s properties and is shown net of deferred tax
provided on the revalued element. NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
66 | William Sinclair Holdings plc
30.Additional cash flow information
Analysis of group net debt
1 July Cash 30 September
2007 flow 2008
£000 £000 £000
Cash at bank an in hand 335 548 883
Overdrafts – (6,204) (6,204)
Loans (670) (2,545) (3,215)
Finance leases (86) (68) (154)
(421) (8,269) (8,690)
1 July Cash 30 June
2006 flow 2007
£000 £000 £000
Cash at bank an in hand 153 182 335
Overdrafts (133) 133 –
Loans (742) 72 (670)
Finance leases (133) 47 (86)
(855) 434 (421)
Analysis of company net debt
1 July Cash 30 September
2007 flow 2008
£000 £000 £000
Cash at bank and in hand 156 5 161
Overdrafts (8,019) (2,027) (10,046)
Loans (670) (2,545) (3,215)
(8,533) (4,567) (13,100)
1 July Cash 30 June
2006 flow 2007
£000 £000 £000
Cash at bank and in hand 152 4 156
Overdrafts (6,420) (1,599) (8,019)
Loans (742) 72 (670)
(7,010) (1,523) (8,533) William Sinclair Holdings plc | 67
NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
31.Capital commitments 
At 30 September 2008, amounts contracted for but not provided in the financial statements for the
acquisition of property, plant and equipment amounted to nil for the group and £nil for the company 
(2007: £227,000 and £nil respectively).
32.Contingent liabilities 
Contingent liabilities exist in the form of guarantee bonds to H M Customs & Excise for a maximum amount
of £220,000 (2007: £220,000). As set out in note 18 there is a balance of £75,000 (2007: £nil) of deferred
consideration on the acquisition of 37.5% of Freeland Horticulture Ltd that has not been provided for on
the grounds that the directors do not believe it will be payable.
The Company is party to an omnibus guarantee and set-off agreement in respect of its own and all other Group
company bank accounts. The net drawn down at 30 September 2008 was £6,204,000 (30 June 2007: £nil).
33.Pensions and other post-retirement benefits 
The Group operates a Group Personal Pension Plan. The Group’s contributions are made on the basis of a
pre-defined scale related to the employees’ contributions.
The Group also operates a pension scheme which provides benefits on a defined benefit basis. This was
closed to new members on 18 November 1996. The assets of the scheme are held separately from those of
the Group. Scheme assets are stated at their market values at the respective balance sheet dates and overall
expected rates of return are established by applying published brokers’ forecasts to each category of scheme
assets. The Group’s contributions are determined by an independent qualified actuary, Buck Consultants, on
the basis of regular valuations using the projected unit credit method.
The assets and liabilities of the scheme at 30 September are:
2008 2007
£000 £000
Scheme assets at fair value
Equities 10,376 12,686
Property 844 905
Government stock 1,798 3,093
Corporate bonds 4,400 3,087
Cash 13 87
Fair value of scheme assets 17,431 19,858
Present value of scheme liabilities (21,906) (22,161)
Net pension liability (4,475) (2,303)
The amounts recognised in the Group Income Statement and in the Group Statement of Recognised Income
and Expense for the period are analysed as follows:
2008 2007
£000 £000
Recognised in Income Statement
Current service cost 562 494
Past service cost – –
Recognised in Income Statement 562 494 33.Pensions and other post-retirement benefits (continued)
2008 2007
£000 £000
Expected return on scheme assets 1,795 1,189
Interest cost on scheme liabilities (1,578) (1,177)
Other finance income 217 12
Taken to the Statement of Recognised Income and Expense
Actual return on scheme assets (1,791) 2,094
Less: expected return on scheme assets (1,795) (1,189)
(3,586) 905
Other actuarial gains and losses 1,119 1,558
Actuarial (losses)/gains recognised in the
Statement of Recognised Income and Expense (2,467) 2,463
2008 2007
% %
Main assumptions:
Rate of salary increases 2.5 2.5
Discount rate 7.0 5.2
Expected rates of return on scheme assets:
Equities 8.2 7.6
Government Stocks 4.7 4.7
Corporate bonds 6.0 5.2
Properties 6.9 7.6
Inflation assumption 2.5 2.5
The mortality assumption used is as set out in PMA/PFA92 (YOB) Medium Cohort.
The total charge to the Group Income Statement in respect of the defined benefit plan in the period to 
30 September 2008 is expected to be £809,000 for the group and nil for the company.
NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
68 | William Sinclair Holdings plc 33.Pensions and other post-retirement benefits (continued)
Changes in the present value of the defined benefit pension obligations are analysed as follows:
2008 2007
£000 £000
As at 1 July 22,161 22,738
Current service cost 562 506
Interest cost 1,578 1,177
Benefits paid (1,116) (647)
Actuarial gains and losses (1,119) (1,558)
Employee contributions 167 155
Expenses and life assurance premiums (327) (210)
As at 30 September 21,906 22,161
Changes in the fair value of plan assets are analysed as follows:
2008 2007
£000 £000
As at 1 July 19,858 17,731
Actual return on plan assets (1,790) 2,094
Employer contributions 639 735
Contributions by employees 167 155
Benefits paid (1,116) (647)
Expenses and life assurance premiums (327) (210)
As at 30 September 17,431 19,858
History of experience gains and losses:
2008 2007 2006
£000 £000 £000
Fair value of scheme assets 17,431 19,858 17,731
Present value of defined benefit obligation (21,906) (22,161) (22,738)
Deficit in the scheme (4,475) (2,303) (5,007)
Experience adjustments arising on plan liabilities 1,119 1,558 1,215
Experience adjustments arising on plan assets (3,586) 905 920
The cumulative amount of actuarial gains and losses recognised since 1 July 2004 in the group statement of
recognised income and expense is £1,308,000 (2007: £3,775,000) and in the company statement of
recognised income and expense is £nil (2007: £nil). The directors are unable to determine how much of the
pension scheme deficit recognised on transition to IFRSs and taken directly to equity of £6,524,000 in the
Group and £nil in the Company is attributable to actuarial gains and losses since inception of those pension
schemes. Consequently, the directors are unable to determine the amount of actuarial gains and losses that
would have been recognised in the group and company statements of recognised income and expense before
1 July 2004.
William Sinclair Holdings plc | 69
NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008 34.Related party transactions 
During the period the Company and its subsidiaries carried out transactions with related parties in the
normal course of business on an arms length basis. The names of the related parties, the nature of the
transactions and their value are shown below.
Group 2008 2007
Value of Outstanding Value of Outstanding
transactions at period end transactions at period end
£’000 £’000 £’000 £’000
Transactions with joint ventures:
Bark Products (Scotland) Limited:
Purchase of materials by Group companies 518 245 261 122
The Company had no transactions with Bark Products (Scotland) Limited.
NOTES TO THE FINANCIAL STATEMENTS
As at 30 September 2008
70 | William Sinclair Holdings plc IFRS UK GAAP
15 months to
30 September Year to 30 June
2008 2007 2006 2005 2004
£’000 £’000 £’000 £’000 £’000 
Shareholders’ funds:
Ordinary shares of 25p each 4,139 4,139 4,139 4,139 4,139
Reserves 10,075 12,201 9,725 7,370 11,519
14,214 16,340 13,864 11,509 15,658
Profit and loss account:
Turnover 54,771 37,646 39,129 41,453 44,172
Operating profit
pre exceptional items 1,405 1,632 1,079 1,053 1,445
Exceptional items: (361) 117 74 – –
Operating profit
post exceptional items 1,044 1,749 1,153 1,053 1,445
Net interest payable (523) (303) (313) (510) (295)
Profit before taxation 521 1,446 840 543 1,150
Taxation (239) (319) (181) (124) (339)
Profit for the financial period 282 1,127 659 419 811
Earnings per share (basic) 1.3p 6.8p 4.0p 2.5p 4.9p
Earnings per share before
exceptional items 2.8p 6.3p 3.4p 2.5p 4.9p
Ordinary dividend per share 2.0p 3.5p 3.0p 3.0p 3.75p
Dividend cover (times) 0.7 1.9 1.3 0.8 1.3
William Sinclair Holdings plc | 71
FIVE YEAR FINANCIAL SUMMARYAs at 30 September 2008 FINANCIAL CALENDAR
72 | William Sinclair Holdings plc
Annual General Meeting 26 February 2009
Payment of 2008 final dividend 19 March 2009
Announcement of March 2009 interim results June 2009
Payment of 2009 interim dividend August 2009 William Sinclair Holdings plc | 73
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the company will be held at the Bentley Hotel,
Newark Road, South Hykeham, Lincoln, LN6 9NH on Thursday 26 February 2009 at 11.00am for the 
following purposes:
Resolutions
Ordinary business
To consider and if thought fit pass the following resolutions which will be proposed as ordinary resolutions:
1 To receive and adopt the Directors’ and Auditors’ reports and the financial statements for the period ended
30 September 2008.
2 To approve the Directors’ Remuneration Report for the period ended 30 September 2008.
3 To declare a final dividend.
4 To re-elect Mr W Simpson a Director of the Company.
5 To re-elect Mr B Burns a Director of the Company
6 To re-appoint Ernst & Young LLP as auditors to the Company and to authorise the Directors to fix the
remuneration of the Auditors.
Special business
To consider and if thought fit pass the following Resolutions which will be proposed as to Resolution 7 as an
Ordinary Resolution and as to Resolutions 8 and 9 as Special Resolutions:
7 That the Directors be and they are hereby authorised in accordance with Section 80 of the Companies Act
1985 (“the Act) to exercise all the powers of the Company to allot relevant securities (within the meaning
of the said Section 80) of the Company up to a maximum aggregate nominal amount of £1,000,000 such
authority to expire at the end of the next Annual General Meeting of the Company after passing of this
Resolution or 30 April 2010 (whichever is the sooner).
8 That subject to the passing of Resolution 7 above, the Directors be and they are hereby empowered
pursuant to Section 95 of the Act to allot equity securities (as defined in Section 94 of the Act) pursuant to
the authority conferred by Resolution 7 above as if sub-section 1 of Section 89 of the Act did not apply to
any such allotment up to a maximum aggregate nominal amount of £200,000 such authority to expire at
the end of the next Annual General Meeting of the Company after the passing of this Resolution or on 30
April 2010 (whichever is the sooner) save that the Company may before such expiry make an offer or
agreement which would or might require equity securities to be allotted after such expiry and the Directors
may allot equity securities in pursuance of any such offer or agreement.
9 That the Company be and it is hereby authorised to make market purchases (within the meaning of Section
163(3) of the Act) on the London Stock Exchange up to an aggregate of 1,650,000 Ordinary Shares of 25 pence
each in its capital at not more than £1.25 per share and not less than 25 pence per share (in each case
exclusive of expenses) provided that the price paid is not more than 5% above the middle market quotation
as derived from the London Stock Exchange Daily Official List and that the authority conferred by this
Resolution shall expire on the date (the Expiry Date) which is twelve months after the date of the passing of
this Resolution (except in relation to any purchase of shares pursuant to a contract concluded before the
Expiry Date and which might be executed wholly or partly after the Expiry Date).
5 January 2009 By Order of the Board
Firth Road P D Williams
Lincoln Secretary NOTICE OF ANNUAL GENERAL MEETING
74 | William Sinclair Holdings plc
Designed and printed in the EU by MyGPS Limited. Tel: 0560 3141600
Note:
A member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and on a poll to
vote instead of him. A proxy need not also be a member of the Company. To be effective the enclosed form of proxy and any power
of attorney under which it is signed must be deposited with the Company’s registrars, Capital Registrars, Registration Services, 
P O Box 25, Beckenham, Kent, BR3 4BR not less than 48 hours before the time appointed for the holding of the above meeting.
Copies or particulars of the Directors’ service agreements will be available for inspection at the registered office of the
Company during normal business hours until the date of the annual general meeting and on that day at the place of the meeting
from 10.30am until its conclusion.
APPENDIX 1 TO THE NOTICE OF ANNUAL GENERAL MEETING
Special business to be transacted at the Annual General Meeting
Proposed general authority to allot shares and disapply pre-emption provisions
Before the Company can allot any unissued shares it is required to obtain authority from the shareholders in general
meeting and the authority given at the Annual General Meeting held on 21 August 2008 will expire at the Annual
General Meeting referred to herein. It is proposed that the authority continue to be given on a yearly basis.
Your attention is drawn to Resolution 7 which is being proposed as an Ordinary Resolution and which would give
the Directors the authority to allot up to a nominal amount of £1,000,000 such authority to last, as in previous years,
until the end of the next Annual General Meeting or until 30 April 2010 whichever is the sooner. This general
authority to allot shares throughout the next year is deemed necessary to the Company’s policy of making
appropriate acquisitions and to provide versatility for the Company’s business.
Resolution 8, which must be passed as a Special Resolution, will give the Directors the authority to allot shares
(payment for which is made in cash) otherwise than in accordance with the pre-emption provisions in the
Companies Act 1985. This authority is limited to a nominal amount of £200,000 (which is approximately 5% of the
Company’s issued share capital) and is required to enable the Directors to make small issues of shares for cash
consideration should the same prove necessary.
Purchase of own shares
As in previous years, the Directors are seeking renewal of the required authority to make market purchases of the
Company’s shares. The Directors consider that it is in the shareholders’ best interest for the Board to be given the
flexibility to be able to apply available resources in a reduction of the number of ordinary shares in issue in order
to increase earnings per share.
It is therefore proposed that the Directors be authorised to make market purchases of the Company’s shares up to
1,650,000 ordinary shares of 25 pence each (being approximately 10% of the existing issued share capital) at a
maximum price of £1.25 per share and a minimum price of 25 pence per share provided that the price paid is not
more than 5% above the middle market quotation as derived from the London Stock Exchange Daily Official List.
No purchase of shares will be made which could prejudice the listing of the Company’s shares without prior
shareholder approval. However, any shares actually purchased by the Company will have their listing cancelled.
In order to obtain the appropriate authority it is necessary that a resolution be passed by shareholders in general
meeting. Resolution 9 will be proposed as a Special Resolution and the authority will last 12 months from that date.
The Directors intend to exercise the authority conferred by this resolution when appropriate opportunities arise.
In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in place at the
meeting so that (i) if a corporate shareholder has appointed the Chairman of the meeting as its corporate
representative with instructions to vote on a poll in accordance with the direction of all of the other corporate
representatives for the shareholder at the meeting, then on a poll those corporate representatives will give voting
directions to the chairman and the chairman will vote (or withhold a vote) as corporate representative in
accordance with those directions; and (ii) if more than one corporate representative for the same corporate
shareholder attends the meeting but the corporate shareholder has not appointed the chairman of the meeting as
its corporate representative, a designated corporate representative will be nominated, from those corporate
representatives who attend, who will vote on a poll and the other corporate representatives will give voting
directions to that designated corporate representative. Corporate shareholders are referred to the guidance issued
by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives
(www.icsa.org.uk) for further details of this procedure. The guidance includes a sample form of appointment letter
if the Chairman is being appointed as described in (i) above.  William Sinclair Holdings plc | 75
FORM OF PROXY
I/We (see note 1)                                                                                                                                     
of (address)
being a member of William Sinclair Holdings plc HEREBY APPOINT the Chairman of the Meeting or (see note 2)
as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held on
Thursday 26 February 2009 and at any adjournment thereof.
Signature (see note 3) Date
Please tick here if this proxy is one of multiple appointments being made (see note 2). 
Enter number of shares in relation to which your proxy is authorised to vote or leave
blank to authorise your proxy to act in relation to your full voting entitlement. 
Please indicate with an “X” how you wish your vote to be cast (see note 4).
For Against
Ordinary Resolution to receive and adopt the Directors’ and Auditors’ 
reports and the financial statements for the period ended 30 September 2008.
Ordinary Resolution to approve the Directors’ Remuneration Report.
Ordinary Resolution to declare a final dividend.
Ordinary Resolution to re-elect Mr W Simpson a Director of the Company.
Ordinary Resolution to re-elect Mr B Burns a Director of the Company.
Ordinary Resolution to re-appoint Ernst & Young LLP as auditors to the 
Company and to authorise the Directors to fix their remuneration.
Special business
Ordinary Resolution to authorise the allotment of relevant securities.
Special Resolution, subject to passing Resolution 7 above, to authorise the 
allotment of equity securities other than pursuant to Section 89 of the 
Companies Act 1985.
Special Resolution to authorise the Company to make market purchases of 
its own shares.
Note:
1 The names of all holders should be stated in block capitals.
2 If it is desired to appoint a proxy other than the Chairman of the Meeting his/her name and address should be
inserted, the reference to the Chairman deleted and the alteration initialled. A proxy need not be a member of 
the Company. A duly appointed proxy may attend the meeting, speak, vote on a show of hands and vote on a poll.
To appoint more than one proxy, complete a photocopy of this proxy form. Please also indicate by ticking the
relevant box if the proxy appointment is one of multiple appointments being made. Multiple proxy appointments
should be returned together in the same envelope. 
3 In the case of joint holders, the signature of one holder will be accepted. An individual should either sign
himself/herself or their attorney. A corporation should execute this form under its common seal or by its attorney
or duly authorised officer.
4 Unless otherwise indicated, the proxy will vote or abstain from voting as he/she thinks fit.
5 This Form of Proxy together with the Power of Attorney (if any) under which it is signed, or a duly certified copy
thereof must be lodged with the Company’s registrars, Capita Registrars, Proxies Department, P O Box 25, Beckenham,
Kent, BR3 4BR not less than forty-eight hours before the time appointed for the holding of the Meeting.
 Capita Registrars
Proxies Department
P O Box 25
Beckenham
Kent
BR3 4BR
BUSINESS REPLY SERVICE
Licence  No.  MB  122
1 1
Third Fold
First Fold First Fold
Second Fold William Sinclair Holdings plc
Registered No: 1392876
Directors
B P Burns
P D Williams
W Simpson*
P J Nuttall*
K S Piggott*†
* Non-executive
† Senior Independent Non-executive
Secretary
P D Williams
Auditors
Ernst & Young LLP
Lowgate House
Lowgate
Hull, HU1 1JJ
Bankers
Lloyds TSB Bank Plc
3rd Floor
25 Gresham Street
London, EC2V 7MN
Registrars
Capita Registrars
Northern House
Woodsome Park
Fenay Bridge, Huddersfield, HD8 0LA
Stockbrokers and Nominated Adviser
Arbuthnot Securities
Arbuthnot House
20 Ropemaker Street
London, EC2Y 9AR
Registered Office
Firth Road, Lincoln, LN6 7AH
CORPORATE INFORMATION William Sinclair Holdings plc
Firth Road • Lincoln • LN6 7AH
Telephone (01522) 537561
Facsimile (01522) 560648
www.william-sinclair.co.uk