05
right place, right time –
positioned for growth
Celoxica Holdings plc  Annual Report and Accounts 2005 why we’ll grow
what we do
OUR PRODUCTS
Celoxica’s design technology is unique in allow-
ing silicon chips to be programmed directly
from high level software descriptions. This auto-
mated path from algorithm design to hardware
implementation speeds chip design, supports
greater product differentiation, and enables the
rapid development of custom co-processors for
algorithm acceleration. Using Celoxica tools,
electronic products can be optimized between
software and hardware implementations to dra-
matically improve system performance, price
and power utilization.
The programmable chips in these products can
be used stand-alone or combined with general
purpose microprocessors or DSP processors.
The end products serve markets where complex
algorithms are common such as aerospace,
automotive, consumer electronics, defence,
image processing and security. 
In addition to software, Celoxica offers these
market sectors complementary solutions
including development and acceleration
boards, IP, training and professional services.
OUR CUSTOMERS INCLUDE
Aerospace & Defence
BAE Systems, Lockheed Martin, Tadiran, Thales
Semiconductors 
Analog Devices, Mitsubishi, Sharp, Toshiba
Consumer 
Canon, Omron, Philips, Qualcomm
Automotive 
Denso, Honda, Siemens VDO, Toyota
CONTENTS
Highlights 1
Chairman’s review 2
Chief Executive’s review 3
Financial review 10
Board of Directors 12
Directors’ report 13
Corporate 
governance report 15
Directors’ 
remuneration report 17
Report of the  
independent auditors’ 20
Consolidated profit 
and loss account 21
Statement of Group 
total recognised gains 
and losses 21
Consolidated  
balance sheet 22
Company balance sheet 23
Consolidated cash flow
statement 24
Notes to accounts 25
Notices of Annual 
General Meeting 39
Executives/Advisors/
Business addresses 42
CELOXICA is a leading provider of Electronic System Level
(ESL) design solutions for the EMBEDDED SYSTEMS and
ACCELERATED COMPUTING markets. 
ESL is a design technology that dramatically improves productivity
in the design of complex electronics and GREATLY INCREASES
the USABILITY, PERFORMANCE and RANGE of applications
for products using programmable semiconductors.
The Group currently provides ESL design solutions to over 100
EMBEDDED SYSTEMS and SEMICONDUCTOR customers in
ALL REGIONS OF THE WORLD.
DK DESIGN SUITE
Complete ESL design envi-
ronment
AGILITY COMPILER 
FOR SYSTEMC
Behavioural synthesis tool
PIXELSTREAMS
Video IP library
DSM
Hardware/software 
co-design tool
PAL
Platform modelling and
board level integration tool
RC SERIES
Prototyping and develop-
ment platforms EMBEDDED SYSTEMS
Embedded Systems integrate multiple
technologies to perform predefined tasks, 
an automotive example would be an in-car
navigation system. Our market potential is
created by demand for increased design
productivity, driven by customer demand for
reduced product design cycles, product
complexity and product differentiation.
ACCELERATED COMPUTING
Accelerated Computing is enabled by the
application of ESL solutions and programmable
semiconductors to massively reduce the time
taken by compute-intensive programs. Our
market potential is to simplify the migration of
existing software algorithms into high
performance programmable semiconductors.
This solution satisfies the demand for rapid
scientific analysis such as genome sequencing.
Celoxica Limited Annual Report and Accounts 2005  page 1
FINANCIAL HIGHLIGHTS
CORPORATE HIGHLIGHTS
+24%
Turnover increased 24% from £3.4m in 
2004 to £4.3m in 2005.
$1 .6bn
In June 2005, EE Times quoted Gartner
Dataquest forecasting that ESL revenues will
increase from approximately US$200m in
2005 to approximately US$1.6b in 2009.
55% 
Loss for the year reduced by 55% 
in 2005.
New products in 05
Agility is our first software design tool
that supports the electronics industry
standard language for higher-level
design, SystemC. 
New development boards adding
prototyping solutions and high-end
acceleration solutions.
Partnerships
Established partnerships and strategic
relationships with global leaders in the
electronics value chain
Altera, Synopsys, Texas Instruments,
Toshiba and Xilinx.
24 new customers
We engaged with 24 new customers
spanning the Americas, Asia Pacific and
Europe. We focused on ensuring that they
provided strategic wins in both the
embedded design and accelerated
computing markets.
Admitted to AIM
27 October 2005 – an important
milestone for the Group, increasing the
Group’s profile and increasing its
financial resources.
Highlights
2005
TURNOVER £4,300,000
CASH AT YEAR END £4,500,000
LOSS FOR YEAR £2,300,000
GROSS PROFIT 64%
EMPLOYEES 57 In this, my first Chairman’s review since Celoxica
became a public company, I am pleased to
report that we have made good progress in the
year. There have been a number of highlights:
• October’s AIM flotation, an important
milestone for the Group, raising the Group’s
profile and increasing its financial resources
• Record orders for the year of £5.0m, up
42% on 2004
• Turnover up 24% on 2004, operating
losses reduced by 14%
• Increased momentum in the accelerated
computing market in the Americas
FINANCIAL RESULTS
The financial results for the Group are
encouraging. Turnover increased by 24%, and
our operating loss was reduced. Following the
IPO our cash position is strong. This progress
together with the IPO proceeds will enable the
Group to scale the business and capitalize on
the market opportunity.
STRATEGY
We have made considerable progress towards
our goal of becoming one of the primary
global suppliers of electronic system level
design technology for the embedded systems
and accelerated computing markets. Whilst
these markets are currently relatively small,
both are expected to experience substantial
growth in the coming years. Of particular
note is the progress within the accelerated
computing market where, in the Americas, we
have achieved a number of important design
wins. We are currently generating real
momentum in this exciting market and view
the future with considerable optimism.
IPO
The Group completed its IPO on the
Alternative Investment Market of the London
Stock Exchange on 27 October 2005. The
placing raised gross funds of £6.1m (£5.2m
net). This achievement provides the financial
resources the Group needs to expand its
commercial and development activities.
BOARD CHANGES
Following the Group’s IPO we appointed Ian
Yeoman as a non-executive Director. Ian brings
a wealth of international business, finance and
technology experience in a range of companies
spanning the aerospace, defence, chemicals
and electronics industries. Jesper Nielsen
resigned from the Board on 23 September 2005
and Keith Hopkins resigned from the Board on
25 January 2006. I would like to thank Jesper
and Keith for their contributions to the Group.
SUMMARY
The Group is developing well. I would like to
recognise both our employees who, through
their commitment, focus and ability, have
delivered these results and our professional
advisors for enabling the Group to achieve a
successful flotation. Finally, I would also like
to thank our customers and partners for their
continued support and our shareholders for
their loyalty. Based on our progress to date
and our continued momentum, we are
confident of success in the future.
Jack Fryer Chairman
page 2 Celoxica Holdings plc Annual Report and Accounts 2005
Chairman’s review
good progress in the year
Based on our progress
to date and our
continued momentum,
we are confident of
success in the future. We have made significant
progress, establishing a
solid platform in growing
markets, and building very
strong relationships with
partners, helping us to
continue to remain at the
forefront of new
technological developments.
OVERVIEW
During the year, we have continued to make
significant progress in our strategic growth
segments of embedded systems and accelerated
computing. We have built very strong
relationships with customers and partners and
are expanding our role and importance as a
member of the electronics industry value chain.
We have invested in the continued development
of our product solutions and have targeted a
number of emerging market applications that
demonstrate the value of these new products.
STRATEGY
Celoxica’s goal is to become one of the primary
global suppliers of electronic system level design
technology for the embedded systems and
accelerated computing markets. We continue to
develop our core technology to strengthen our
growth in these markets. We believe that our
customers can significantly improve productivity
in the design of electronics systems and greatly
increase the usability, performance and range of
applications made possible by the deployment
of Celoxica’s technology.
MARKET DEVELOPMENT
The ESL (embedded design) market
We continue to see a spectrum of opportunity
in the ESL market and significant growth is
forecast. Gartner Dataquest forecasts that the
ESL market will grow from approximately
$200m in 2005 to $1.6bn by 2009. This
growth is being driven by the increasing
complexity of semiconductors. This complexity
stimulates demand for high productivity design
solutions such as those offered by Celoxica. Our
solutions can be applied to an extensive range
of applications within the embedded space
and our focus is directed at the high growth
segments of automotive, communications,
consumer, imaging and industrial.
The accelerated computing market
This market offers Celoxica a potential £1.5bn
opportunity, growing at 30% p.a. (according to
IDC). The use of programmable semiconductors
for accelerated computing is growing and our
technology allows developers to explore 
co-processor algorithm acceleration within a
familiar design environment. Our solutions have
already been used in the development of a wide
range of accelerated computing applications such
as virus checking, real-time image processing and
scientific and industrial computing calculations.
The wide array of applications within the
accelerated computing market is expected to
lead to continued rapid growth opportunities.
PARTNERSHIPS
Partnerships provide the Group additional routes
to market for our technology solutions. The focus
of these partnerships includes semiconductors,
software solutions, hardware board suppliers and
research and teaching universities.
During the year, the Group developed and
expanded its relationship with key partners in
the industry. In the semiconductor space we
continue to work closely with Altera and Xilinx
who are the dominant market leaders in FPGA
based programmable semiconductor market. We
have launched new versions of our products that
exploit and utilise the latest FPGA based
products from these two key partners. We have
also created FPGA based development and
acceleration boards that deploy their highest
performance FPGA devices. This approach is
increasing the demand for our software products
and supports our complementary relationships
with global DSP leaders Texas Instruments and
Analog Devices. FPGA technology is increasingly
being used alongside DSP technology and we
expect this trend to continue. Another important
partner for us in the semiconductor space is
Toshiba. At the beginning of 2005 we
announced software support for Toshiba’s Media
embedded Processor or MeP. Our MeP
agreement has resulted in a new product the
“MeP kit” that leverages both our hardware and
software offerings to provide a strong
prototyping capability for ASIC designers who
are looking to integrate the MeP processor.
Our software partners help us maintain
compatibility with design flows that help
leverage our products. This year we introduced
the new Agility Compiler product, which
targets FPGA and ASIC design flows. To allow
us to better address the ASIC market we
initiated a partnership with Synopsys and
have provided Agility support for their
industry leading ASIC synthesis solutions.
At the hardware board and system level, we
have developed board support packages for end
system suppliers. As part of our accelerated
computing strategy we initiated software
support for high-performance computing leaders
Silicon Graphics (SGi) and Cray, and Sundance in
the embedded DSP + FPGA space. Supporting
these hardware solutions unlocks a wider user
base for our software design solutions.
Our university program continues to provide a
strong mechanism for collaboration with over 
600 research and teaching universities worldwide.
These institutions provide local customer reference
points, potential for commercial opportunity and
are great sources of ideas and innovations.
CUSTOMERS
We have a blue-chip customer base that
continues to grow with over 100 customers in
all regions of the world including the Americas,
Asia Pacific (China, India, Japan, Singapore,
South Korea and Taiwan) and Europe. These
continued on page 4
Celoxica Holdings plc Annual Report and Accounts 2005  page 3  
Chief Executive’s review
a year of significant progress
Celoxica’s goal is to
become one of the
primary global suppliers
of electronic system level
design technology… customers actively use more than 400 software
licenses and many more of our hardware
development and acceleration products. With
this existing customer base we are in an
enviable position to increase our growth across
these geographies. In 2005 we engaged with
24 new customers and these new customers
spanned the Americas, Asia Pacific and Europe.
By design, we focused on ensuring that these
customers would provide strategic wins in both
the embedded design and accelerated
computing markets.
PRODUCTS
Celoxica sells software based design tools, IP,
hardware and consulting solutions. Our
software products provide dramatic productivity
and competitive advantage for the design and
simulation of programmable semiconductor
devices. Our hardware products are based on
programmable semiconductors and provide
prototyping and acceleration solutions for a
wide range of industry applications. We also
provide consulting services to augment the sale
of software and hardware and to provide a
complete solution to customers.
Progress in software and IP
In 2005 we continued to develop our core ESL
design and synthesis product leading to the
launch of version 4.1 of the DK Design Suite.
DK 4.1 is the most advanced and customer
proven ESL design and synthesis solution on the
market with improved performance and
integration over past product revisions. We have
also extended our Pixelstreams product.
Pixelstreams is an IP library of over 140 video
filters. These filters can be used to graphically
capture video algorithms leading to optimised
programmable implementations when
synthesised with the DK Design Suite.
Additionally, in the past year we introduced the
Agility Compiler. Agility is our first software
design tool that supports the electronics
industry standard language for higher-level
design, SystemC. We believe Agility will enjoy
broad market appeal and will open up our total
addressable market. Agility was launched early
in the year and has gained customer traction
with some strategic design wins.
In the programmable board market, we have
extended our product range. In the past year
we have added low-end prototyping solutions
and high-end prototyping or acceleration
solutions utilising the latest high-end
semiconductor devices from our partners
Altera, Texas Instruments and Xilinx.
FINANCIALS
Our financial performance reflects the success
of the Group. Overall we delivered turnover
growth of 24% and I am particularly pleased
that the Americas recorded 71% sales growth
with turnover up from £0.9m in 2004 to
£1.5m in 2005. This was due to strong
customer wins in both the accelerated
computing and embedded ESL markets. I am
also pleased that we generated impressive
growth in Europe, reflecting the global nature
of our business.
MANAGEMENT AND STAFF
During the year, we averaged 57 employees.
Of those, 29 (51%) work in the engineering
department, 20 in sales and marketing (35%)
and 8 in administration (14%). Headcount
has remained flat through 2005 though we
will invest in a number of additional sales and
engineering personnel in the coming year. We
rely heavily on the commitment of our staff
and through their dedication and attention to
detail, we have accomplished a number of
significant milestones. I would like to express
my appreciation to them for their hard work,
enthusiasm and support.
OUTLOOK
We enter 2006 with great optimism. The
Group has made significant progress during
the year and we have established a solid
platform in two growing markets – embedded
design (ESL) and accelerated computing. We
will continue to invest in developing and
commercialising new technology for these
markets. In addition, we have invested
resources to support our growing number of
strategic partners and customers which we
believe will enable the Group to continue to
grow its revenue in the coming years. Our two
key markets are growing rapidly and we are
extremely well positioned to take advantage
of this growth. Trading to date is in line with
our expectations and we expect a successful
outcome for the year.
Philip Bishop Chief Executive Officer
Customer Applications
We sell and market our products into the
following end markets: Automotive;
Bioinfomatics; Communications; Computing;
Industrial; Consumer Electronics; Defence &
Aerospace; Enterprise & High Performance
Imaging and Security.
Typical applications developed using our
technology include:
Automotive Our technology is enabling the
design of next-generation in-car electronics and
automotive safety systems such as adaptive
cruise control, ‘Infotainment’ and navigation.
Bioinformatics This market includes
biometrics and gene sequencing. Celoxica’s
solutions provide computing acceleration to
speed up the information analysis that is
essential for cutting-edge bioinformatics and
medical applications.
Communications Our design tools facilitate
faster, more reliable design of complex SoCs
and programmable chips that are essential to
the digital communications infrastructure.
Consumer electronics Our technology is ideally
suited to the design needs of high-performance
and multi-function consumer electronics
products with their ever-shortening life cycles.
Our design tools have been used to create a
range of consumer devices such as digital
cameras, digital scanners and 3D LCD screens.
Defence & Aerospace The Group’s
technology has been deployed in this market,
where innovation, complexity and reliability
are critical. Typical applications include
sonar/radar systems, satellite communications
and infrared image processing.
Enterprise & High Performance Computing
(HPC) Our products provide a design flow
that enables the easy migration and
acceleration of existing software algorithms
into high performance, low power
programmable semiconductors used for data
mining and data processing.
Imaging, Industrial and Security Image
processing capabilities are becoming essential
in desktop printers, digital cameras,
multimedia devices and security systems.
Within industrial, Celoxica’s customers design
factory automation. Machine Vision is an
example area where Celoxica’s technology
and ESL design is enabling innovation in the
industrial design and manufacture process. It
rapidly brings the benefits of real-time video
and image processing to production
manufacture environments.
page 4 Celoxica Holdings plc Annual Report and Accounts 2005
Chief Executive’s review
Turnover by origin
Europe, Middle East and 
Africa £1.3m
Asia Pacific £1.5m
The Americas £1.5m   The electronic products
designed using our tools
serve markets where
complex algorithms 
are common…
Celoxica Holdings plc Annual Report and Accounts 2005  page 5
Chief Executive’s review
about us
our business 
& markets
how we work –
meeting future  
design challenges
Celoxica develops and
markets software design
tools, development boards,
intellectual property cores
and professional services
that enable innovative
electronic design solutions
for growth markets.
In a typical application, customers use
Celoxica’s tools to compile software
algorithms to programmable semiconductors
to massively accelerate performance and
drastically shorten the product design cycle.
The programmable chips in these products
may be deployed stand-alone, but are often
combined with general purpose
microprocessors or DSP processors. The
electronic products designed using our tools
serve markets where complex algorithms are
common such as consumer electronics,
automotive, aerospace, defence, image
processing, security and high performance
computing. In addition to software, Celoxica
offers these market sectors complementary
solutions including development and
acceleration boards, IP, training and
professional services. These additional
elements speed technology adoption, promote
customer success and grow revenue
opportunities for Celoxica. our technology is enabling the automotive value chain to
deliver greener solutions
Chief Executive’s review
page 6 Celoxica Holdings plc Annual Report and Accounts 2005
Automotive electronics
leader Fujitsu Ten selected
Celoxica’s ESL design
technology after a period of
comprehensive evaluation
and testing. The decision
was based on the results of
a large scale project to
develop an advanced motor
control hardware-in-the-loop
simulator. They have
deployed Celoxica technology
for internal Fujitsu Ten
project development and
customer services business.
Products deployed: DK Design Suite; Celoxica
Co-simulation Manager.
HELPING TO DEVELOP HIDDEN BOMB
DETECTION SOLUTIONS
HiEnergy Technologies, Inc., a developer of
advanced stoichiometric sensor devices, adopted
Celoxica’s DK Design Suite to accelerate
chemical formula analysis algorithms. These
algorithms were implemented into HiEnergy’s
SIEGMA TM 3E3 product used for the remote
detection of hidden homemade bombs. The
SIEGMA TM 3E3, including the Celoxica boards,
has been adopted by the South eastern
Pennsylvania Transportation Authority (SEPTA)
to enhance the safety of the United States fifth
largest public transportation system.
Products deployed: DK Design Suite; PAL –
platform modeling and board level integration;
RC2000 Series – acceleration platform.
DEVELOPING NEXT GENERATION
MILITARY COMMUNICATIONS EQUIPMENT
Tadiran Communication Ltd., a leading provider
of military communications technology, adopted
Celoxica’s ESL technology to accelerate its next
generation product design. Development
focuses upon Military Tactical Radios and
Systems in the HF, VHF and UHF bands. The DK
Design Suite will be deployed to implement
very complex signal processing and
communications algorithms in programmable
FPGA hardware.
Products deployed: DK Design Suite; PAL –
platform modeling and board level integration.
“We chose to work with Celoxica
because they provided us with a
complete software and hardware
acceleration solution for optimizing 
the performance of our C algorithms…”
Dr. Bogdan Maglich, CEO and Chief Scientist
HiEnergy Technologies, Inc. 
“The type of design work we
undertake is becoming more complex
and more time critical, and we
needed a design tool that would
enable us to achieve increased
flexibility, faster development and
easier maintenance…”
Danny Koenig, Modems Director
Tadiran Communications Ltd
Image courtesy of US DoD “THROUGH EXTENSIVE TESTING
WE HAVE PROVED THAT WE CAN
INTEGRATE C-BASED DESIGN
AND SYNTHESIS WITH MODEL
BASED DESIGN APPROACHES.
THIS BETTER ENABLES US TO
TURN SOFTWARE INTO SILICON
AND IT WILL HAVE A
BENEFICIAL IMPACT ON OUR
PRODUCTIVITY AND OUR
CUSTOMER RESPONSIVENESS…”
Mr. Tonou, 
Department General Manager, 
Fujitsu Ten
Celoxica Holdings plc Annual Report and Accounts 2005  page 7
Chief Executive’s review our vision is enabling the consumer 
Chief Executive’s review
“…Using C-based design and synthesis
technology we were able to easily
capture the complex watermarking
algorithms and accelerate the
detection scheme in a co-processor,
exploiting the power and performance
benefits of programmable hardware.”
Yasushi Inoguchi, Associate Professor at 
the Center for Information Science at JAIST
”…We chose to work with Celoxica as
it has the proven tools in C-based
design and synthesis that enables our
internal and external customers to
design more quickly, with lower risk.”
Tohru Furuyama, Ph.D., General Manager, 
SoC Research & Development Center,
Toshiba Corporation Semiconductor Company
page 8 Celoxica Holdings plc Annual Report and Accounts 2005
Leading Japanese consumer
electronics companies have
selected Celoxica’s ESL
design technology and IP to
accelerate the prototyping
and development of their
imaging products, from
hand held volume consumer
devices to high-end office
equipment and peripherals.
Advanced digital imaging
products such as modern
digital cameras, scanners,
copiers and integrated
media devices rely upon
increasingly sophisticated
and powerful algorithms
that are embedded in
electronic circuits.
Products deployed: DK Design Suite;
PixelStreams – video IP library; DSM – hardware/
software co-design tool; PAL – platform modeling
and board level integration; RC Series –
prototyping and development platforms.
HELPING TO SECURE DIGITAL INFORMATION
Researchers at Japan’s Advanced Institute of
Science and Technology (JAIST) used Celoxica
technology to develop a high speed digital
watermarking detection system with real-time
operation across the Internet. Digital
watermarking is increasingly used in response to
the escalating misuse, and illegal copying and
distribution of multimedia content. Digital
watermarks embed hidden data into digital
content or media and contain copyright
information identifying the origins, ownership
and authenticity of the content. The Digital
watermarking algorithms were accelerated in a
hardware co-processor resulting in a low-power
solution that runs detection scanning 148 times
faster than software only configurations. The
complex algorithm design was implemented
using Celoxica’s ESL tools and RC Series
development boards.
Products deployed: DK Design Suite; PAL –
platform modeling and board level integration;
RC2000 Series – acceleration platform.
TOSHIBA CHOOSE CELOXICA FOR
ADVANCED DIGITAL MEDIA
Toshiba selected Celoxica as a key technology
provider for its digital media System-On-Chip
solution called the Media embedded Processor
(MeP). Celoxica’s technology provides a
comprehensive design, simulation and
prototyping environment for complex digital
media SoC designs based on the MeP. By
combining Celoxica’s ESL design tools and RC
Series development boards, designers targeting
the Media embedded Processor have a low-risk,
high-productivity route to design exploration for
digital media SoC. Consumer applications such
as digital audio processing can be developed
more quickly and coprocessing technology can
be leveraged for better end product performance
and lower power consumption.
Products deployed: DK Design Suite; Celoxica
Co-simulation Manager; DSM – hardware/
software co-design tool; PAL – platform
modeling and board level integration; RC300
Series – prototyping and development platform.
our vision is enabling the consumer
have greater vision Chief Executive’s review
Celoxica Holdings plc Annual Report and Accounts 2005  page 9
“BY USING OUR TECHNOLOGY,
CONSUMER ELECTRONICS
DESIGNERS HAVE A MORE
RAPID AND DIRECT ROUTE TO
SILICON FROM THEIR SOFTWARE
ALGORITHMS AND CAN
OPTIMIZE COMPONENTS SUCH
AS CODECS, FILTERS AND
COMPLEX MATHEMATICAL
CALCULATIONS MORE QUICKLY
FROM THE SYSTEM LEVEL.
PRODUCTS CAN BE DEVELOPED
MORE QUICKLY, WITH LESS RISK
AND AT A LOWER COST.”
Edouard Vincent,
Engineering Manager Celoxica achieved record
orders for the year of
£5.0m. We continue to
invest in our future through
significant research and
development expenditure.
ORGANISATION
The Group consists of three primary operating
subsidiaries; UK, US and Japan. The UK office,
based near Oxford, England, supports sales
within Europe, Middle East and Africa as well
as housing our engineering development and
research teams. The US office, based in
Austin, Texas, supports sales throughout the
US and Canada, and the Japan office, based
in Yokohama, supports sales throughout Asia
Pacific, including China, India, Taiwan, South
Korea and Singapore.
The Group has 57 employees (2004: 57),
comprising engineering: 29 employees 
(2004: 26 employees); sales and distribution:
20 employees (2004: 23 employees); and
general and administration 8 employees
(2004: 8 employees).
Sales are primarily through our direct sales
team, augmented by a network of partners
and distributors.
TURNOVER
Turnover (excluding VAT) comprises the value
of sales of licenses, revenue from support,
maintenance, training and consulting
contracts and the sale of hardware boards.
Licence fees are recognised upon shipment of
the software based on customer purchase
orders, provided that all significant
obligations in respect of the software licence
are fulfilled. Where agreements involve
multiple elements, the entire fee from such
arrangements has been allocated to each of
the individual elements based on each
element’s fair value. Vendor-specific objective
evidence of fair value is determined by
reference to list price of sales to other
customers where elements are sold separately.
Turnover increased to £4.3m, up 24% on the
corresponding period in 2004. Approximately
£0.4m of orders arrived later than had been
anticipated and therefore revenue is expected
to be recognised in 2006.
TURNOVER BY ORIGIN OF SALES
Turnover by origin of sales was Europe, Middle
East and Africa £1.3m representing 30% of
total turnover (2004: £0.9m, 26%), Asia Pacific
£1.5m representing 35% of total turnover
(2004: £1.7m, 48%) and The Americas £1.5m,
representing 35% of total turnover (2004:
£0.9m, 26%). The change in mix compared
with 2004 sales mix is due to new contracts
and new licence wins within the Americas.
GROSS PROFIT
Gross profit, which represents the value of
our turnover, recognised as revenue less
associated cost of goods sold, was 64% in
2005 (2004: 65%). The slight change in the
overall gross profit per cent is due to the
sales growth in 2005 and the resultant
product mix.
OPERATING EXPENSES
Operating expenses in the year were £5.7m,
consistent with our expenses in 2004 of
£5.7m. Our expenses consist of staff and
related costs, property and related costs,
external marketing costs including expenses
associated with exhibitions, seminars and
public relations, legal and other costs and
depreciation. Salaries and associated costs
included within administrative expenses
represent approximately 61% (2004: 63%) 
of the total.
Depreciation of tangible fixed assets amounted
to £89,000 (2004: £121,000) and relates
primarily to office and associated equipment.
LOSS BEFORE TAX
Loss before tax was £2.6m (2004: £3.4m).
The reduction in loss of £849,000 is due to
an increase in the gross margin contribution
in 2005 of £488,000 (due to an increase in
turnover), a net credit of £524,000 due to non-
equity finance costs (see note 7), an increase 
in net interest of £158,000 and slightly higher
administrative costs of £6,000. Excluding the
one-off credit of £524,000 the loss before tax
would have been £3.1m and compares with
2004 reported loss of £3.4m.
LOSS FOR THE FINANCIAL YEAR
Loss for the financial year was £2.3m and
compares with a loss of £5.1m in 2004.
This loss includes non-equity dividends
payable to preference shareholders prior to
the Company’s IPO in October. In the year,
there was a net credit to the profit and loss
account of £524,000 due to the preference
shareholders electing to convert a lower
amount of accrued dividends into Ordinary
shares than had previously been accrued. 
(See note 7 and note 9).
The accrued dividends and associated interest
payable for the year amounted to £2.0m;
however, preference shareholders reduced the
cumulative amount of dividends and interest
by £2.5m, resulting in a credit in the year of
£524,000. In 2004 the charge was £2.1m.
Excluding non-equity finance costs, the loss
on ordinary activities after taxation was £2.8m
(2004: £3.0m).
page 10 Celoxica Holdings plc Annual Report and Accounts 2005
Financial review
Turnover increased 24% from
£3.4m in 2004 to £4.3m in 2005 Financial review
The Group raised £5.2m
net of expenses from the
proceeds of the flotation
in October 2005.
Turnover by origin of
sales in The Americas
was £1.5m, representing
35% of total turnover
(2004: £0.9m, 26%).
Celoxica Holdings plc Annual Report and Accounts 2005  page 11
LOSS PER SHARE
Loss per share was 20p compared with 308p in
2004. Although the loss for the financial year
reduced from £5.1m in 2004 to £2.3m in
2005, a reduction of 55%, the reduction in the
loss per share was significantly higher at 94%.
This reduced loss per share is due to the impact
of a net credit of non-equity finance costs of
£524,000 in 2005 while in 2004 there was a
non-equity dividends and appropriations charge
of £2.1m (see note 7 and 9). In addition, the
weighted average number of shares in issue in
2005 was 1 1.5m shares compared to a
weighted average of 1.7m shares in 2004,
reflecting the impact of the issue of shares at
the IPO and the conversion of the A ordinary, 
B ordinary and C ordinary shares into ordinary
shares in October 2005.
PENSIONS
UK pension contributions in respect of defined
contribution pension schemes are charged to
the profit and loss account as incurred. We also
contribute to schemes in other countries where
we have subsidiaries: 401(k) plan in the US
and the employees’ pension insurance in Japan.
RESEARCH & DEVELOPMENT (R&D) 
TAX CREDIT
The Group is currently loss making and has been
for a number of years. The UK R&D tax credit is
designed to enable loss making companies to
sacrifice tax losses from R&D in exchange for a
cash payment of 24p per £1 of qualifying
expenditure. We invest a significant amount in
R&D and, therefore, have elected to claim R&D
tax credit for SMEs. In 2005, the R&D tax credit
was £300,000 (2004: £360,000).
DEFERRED TAX
Deferred taxation is provided on a full
provision basis on timing differences, arising
from the different treatment of items for
accounts and taxation purposes, which are
expected to reverse in the future, calculated at
rates at which it is estimated that tax will arise.
The deferred taxation balance has been
measured at the rate expected to apply when
timing differences reverse. Deferred tax assets
are recognised to the extent that it is regarded
as more likely than not they will be recovered.
FOREIGN EXCHANGE
The Group has not entered into forward
exchange contracts as, historically, the
operating subsidiaries have been loss making
and, hence, are naturally hedged against
foreign currency fluctuations. We continue to
review the situation.
Transactions arising during the year, which are
denominated in foreign currencies, are
translated at the rate of exchange ruling at the
date of the transaction. Monetary assets and
liabilities denominated in foreign currencies are
retranslated at the rate of exchange ruling at
the balance sheet date. All exchange
differences are taken to the profit and loss
account in the year in which they arise. 
Assets and liabilities in the accounts of the
overseas subsidiaries are translated at the rate
of exchange ruling at the Balance Sheet date
and the results of the subsidiaries are translated
at the same rate. The exchange difference
arising on the translation of the overseas
subsidiaries is taken directly to reserves. All
other foreign exchange differences are taken to
the profit and loss account as they arise.
BALANCE SHEET ITEMS
Net assets at 31 December 2005 were £4.0m
(2004: £1.6m) and consist of:
• Tangible assets of £160,000 (2004: £171,000)
primarily office and associated equipment
• Stock of £154,000 (2004: £217,000)
representing goods of hardware development
boards for resale
• Debtors £1.8m (2004: £1.3m) primarily
trade debtors, prepayments and corporation
tax receivable.
• Cash and short-term deposits of £4.5m
(2004: £2.6m)
• Creditors within one year and due after one
year £2.6m (2004: £2.7m).
Included within debtors are trade debtors of
£1.0m (2004: £696,000), representing
outstanding invoices to customers, corporation
tax receivable of £300,000 (2004: £359,000),
R&D tax credit, other debtors of £126,000
(2004: £67,000) and prepayments and accrued
income of £359,000 (2004: £197,000).
Creditors include trade creditors of £770,000
(2004: £456,000), representing outstanding
invoices for goods and services received, deferred
income of £326,000 (2004: £276,000),
representing deferred income on support and
maintenance contracts, bank loans (within one
year and more than one year) of £1.0m (2004:
£1.5m), representing a 3-year loan facility and
other creditors and accruals of £497,000
(2004: £496,000).
CASH FLOW
The Group raised £5.2m net of expenses from
the proceeds of the flotation in October 2005.
During the year, our operating cash flow was
an outflow of £2.9m (2004: £3.5m).
INTERNATIONAL FINANCIAL REPORTING
STANDARDS (IRFS)
IFRS apply to AIM-listed companies for
accounting periods commencing on or after 
1 January 2007. As an AIM-listed company,
the Group must adopt IFRS for the accounting
period commencing 1 January 2007. The
Group are appraising the impact of IFRS and
will report, where appropriate.
Bernard Morgan Chief Financial Officer a great depth of 
industry knowledge
page 12 Celoxica Holdings plc Annual Report and Accounts 2005
Board of Directors
the right people
JACK FRYER, Non-executive Chairman
Jack, 66, was appointed non-executive Chairman
in April 2001. Following the de-merger of the
defence business from GEC in November 1999,
Jack was appointed Technology and Strategy
Director for Marconi, having joined GEC in 1996
as Strategic Planning Director. Prior to this, Jack
was Managing Director of the transition team
during the Lucas Industries/Varity merger,
having joined Lucas Industries in 1986. Jack also
serves as a non-executive Director of Northgate
Information Solutions plc.
PHILIP BISHOP, Chief Executive Officer
Philip, 44, was appointed CEO of Celoxica in
July 2002. He has spent his entire career in
the electronics industry, with key management
sales and engineering positions in EDA
(Mentor Graphics), semiconductors (Motorola)
and military aerospace (Boeing). Philip holds
an MBA in International Business from the
Fuqua School of Business at Duke University
(USA) and degrees in Computer and Electrical
Engineering from the University of Michigan.
DAVID CHEESMAN, Non-executive Director.
David, 63, was appointed to the Board in
September 2001. David has a background in
electrical engineering and has spent 22 years
within the technology industry. Prior to joining
Advent Venture Partners in 1996 as a General
Partner, David successfully built an
IT/Electronics sector investment portfolio whilst
responsible for 3i’s High Technology Unit.
BERNARD MORGAN, Chief Financial Officer
Bernard, 44, a chartered management
accountant, has over 15 years’ experience in
the electronics industry and joined Celoxica
in February 2000. Previously, Bernard was
Vice President, Finance Europe at LSI Logic.
He also worked for Philips for ten years in a
number of its divisions, including lighting,
consumer electronics and media. Bernard is 
a Fellow of the Chartered Institute of
Management Accountants.
IAN YEOMAN, Non-executive Director
Ian, 51, was appointed to the Board in
November 2005, has 28 years of international
business, finance and technology experience in 
a range of companies spanning the aerospace,
defence, chemicals and electronics industries. 
Ian was a founding member of the management
buy-out team who took over Ultra Electronics
from TI Group. Ian has also held senior executive
roles with Tioxide International, Plessey Defence
Systems and Dowty Group plc. The Directors present their report and the audited financial statements of the Company and of the Group for the year ended 31 December 2005.
PRINCIPAL ACTIVITIES
The Group’s principal activity is the provision of electronic system level design technology for the embedded systems and accelerated computing markets.
Celoxica’s technology significantly improves productivity in the design of electronics systems and greatly increases the usability, performance and range
of applications for products using programmable semiconductor devices for a diverse and growing set of markets.
REVIEW OF BUSINESS AND FUTURE DEVELOPMENTS
The Groups electronic system level design technology fuses system verification, hardware/software co-design and C-language synthesis into a single
flow targeting programmable logic implementations. The Group has continued to develop its strategic customer base and increased the number of new
customers. In addition the Group has continued to strengthen its partnerships with major vendors in the FPGA market, EDA market, semiconductor
market and hardware acceleration boards market.
The Group continues to expand its product range and in addition to launching the next version of its software design kit DK4.1, it launched its first
industry standard language product called Agility Compiler. The Group also introduced a number of high performance hardware development platforms
with the introduction of the RC10 and RC250.
The technology is continuing to develop and remain ahead of the market and any competitors. The Group continues to expand its customer base to
develop the Group’s future trading activities.
DIRECTORS
The present Directors of the Board were in office throughout the year, except Ian Yeoman who was appointed in November 2005.
INITIAL PUBLIC OFFERING
The Company completed its Initial Public Offering on the Alternative Investment Market of the London Stock Exchange on 27 October 2005. The
placing raised gross funds of £6,070,000.
DIVIDENDS
Until 10 October 2005, the Company had four classes of share, A Ordinary, B Ordinary, C Ordinary and Ordinary shares. Both ‘A’ and ‘B’ Ordinary
shareholders were entitled to a cumulative dividend of 8% per annum. Such dividends had never been paid due to a lack of distributable reserves. 
A resolution was passed at an Extraordinary General Meeting on 10 October 2005 to convert all A, B and C Ordinary shares to Ordinary shares and
settle the outstanding dividends and interest thereon by the issue of shares. As a result, cumulative dividends of £4,350,439 (with accrued interest of
£729,462) were settled by the issue of 16,255,682 Ordinary shares of 25p each. See also note 7 and note 9.
The Directors do not recommend the payment of a dividend for the year ended 31 December 2005.
RESEARCH AND DEVELOPMENT
The Group continues to develop both its products and its proprietary software, as well as continuing to expand its range of hardware development
boards and consulting services. Total spend in 2005 was £1,275,617 (2004: £1,498,087).
POLICY ON PAYMENT OF CREDITORS
It is the Group’s normal practice to make payments to suppliers in accordance with agreed terms, provided that the supplier has performed in
accordance with the relevant terms and conditions. At 31 December 2005 the Company had no trade creditors (2004: none).
Celoxica Holdings plc Annual Report and Accounts 2005  page 13
Directors’ report
For the year ended 31 December 2005 FINANCIAL INSTRUMENTS
Details regarding the Group’s use of financial instruments are given in note 17 to the financial statement.
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and United Kingdom
Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
United Kingdom Company law requires the Directors to prepare financial statements for each financial year that give a true and fair view of the
state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the
Directors are required to:
• Select suitable accounting policies and apply them consistently;
• Make judgements and estimates that are reasonable and prudent
• State whether applicable accounting standards have been followed, subject to any material departures disclosed and explained
in the financial statements; and
• Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company
will continue in business.
The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the
Company and the Group and enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for
safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website. Legislation
in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
AUDITORS
Grant Thornton UK LLP were appointed auditors on 8 September 2005 to fill a casual vacancy in accordance with section 388(1) of the
Companies Act 1985. Special notice pursuant to section 388(3) having been given, a resolution to reappoint Grant Thornton UK LLP as auditors
will be proposed at the Annual General Meeting to be held on 24 May 2006.
By order of the Board,
B. O. Morgan
Company Secretary
20 March 2006
Registered Office: 66 Milton Park, Abingdon, Oxfordshire OX14 4RX
Registered Number: 03870674
page 14  Celoxica Holdings plc Annual Report and Accounts 2005
Directors’ report  COMBINED CODE COMPLIANCE
Celoxica Holdings plc floated on AIM on 27 October 2005. While the AIM rules do not require the Group to comply with the Combined Code on
Corporate Governance (“the Code”), the Group agrees with the principles of the Code and adopts wherever size and resources permit.
THE BOARD
The Board structure is designed to include the appropriate range of skills and experience required to continue Celoxica’s growth and success in line
with expectations. The current composition is that of two executive Directors and three non-executive Directors, one of whom is the Chairman. The
non-executive Directors are independent of management and free from any business which could materially interfere with the exercise of their
independent judgement. Biographies can be found on page 12 of this report.
The Board meets monthly and receives a Board pack containing trading and financial information (both current and forecast) along with any such
information necessary for the Board to meet its duties. In addition to the Board meetings, there are a number of informal meetings between the
non-executive Directors and the executive Directors.
The Board are responsible for reviewing and approving the Group’s strategic direction, financial budgets, risk management and acquisition/disposals.
In addition, the Board is also required to approve financial transactions from ordinary trading that are above the authorisation limits of the executive
Directors alone.
BOARD COMMITTEES
The Directors have established an audit committee, a remuneration committee and a nominations committee with formally delegated rules and
responsibilities. Each of the committees currently comprises the non-executive Directors. The Audit Committee meets at least twice each year and
the Remuneration and Nominations meet at least once.
AUDIT COMMITTEE
The audit committee meets at least twice each year and is responsible for ensuring that the financial performance of the Company is properly reported
on and monitored and for meeting the Auditors and reviewing the reports from the Auditors relating to accounts and internal control systems. It meets
once a year with the Auditors without executive Board members present. The audit committee is comprised of the non-executive Directors of the
Company and is currently chaired by Ian Yeoman.
REMUNERATION COMMITTEE
The remuneration committee reviews the performance of the executive Directors and sets and reviews the scale and structure of their remuneration and
the basis of their remuneration and the terms of their service agreements with due regard to the interests of shareholders.
In determining the remuneration of executive Directors, the remuneration committee seeks to enable the Group to attract and retain executives of the
highest calibre. The remuneration committee also makes recommendations to the Board concerning the allocation of share options to employees.
No Director is permitted to participate in discussions or decisions concerning his own remuneration. The remuneration committee is comprised of the
non-executive Directors and is currently chaired by David Cheesman.
NOMINATIONS COMMITTEE
The nominations committee meets as required for the purpose of considering new or replacement appointments to the Board. The nominations
committee is comprised of the non-executive Directors of the Company and is currently chaired by Jack Fryer.
SHAREHOLDER COMMUNICATIONS
The Board meets with the Group’s institutional investors on a regular basis and communicates with its private investors wherever possible. It also
encourages attendance at the AGM where a ‘Question & Answer’ session is available.
The Group’s website www.celoxica.com contains an Investor Relations section which includes all available information.
Celoxica Holdings plc Annual Report and Accounts 2005  page 15
Corporate governance report INTERNAL CONTROL AND RISK MANAGEMENT
The Board is responsible for the Group’s internal control procedures and their effectiveness. Procedures in place are consisten t with the Group’s
stage of development and are consistently monitored to ensure they develop as necessary and eliminate, reduce or control risk wherever possible
There is no internal audit function within the Group currently. This is due to the size of the Group, combined with the high level of Director
authorisations of transactions.
Financial Budgets are compiled once a year and reviewed monthly by the Board, with any necessary action taken as appropriate.
SOCIAL, ETHICAL AND ENVIRONMENTAL POLICIES
As well as responsibilities to shareholders, the Group also endeavours to take into account the interests of all its stakeholders. This includes
employees, customers, suppliers, local communities and the environments in which it operates.
The Group strives for equal opportunities for all employees and has a policy of non-discrimination.
The Group has no manufacturing operations and its premises therefore consist entirely of offices without the risk of hazardous waste or emissions. It
continually monitors it’s impact on the environment and has a policy of recycling wherever possible – including paper, toner ca rtridges, aluminium
cans, mobile phones and batteries.
HEALTH & SAFETY
The safety of all employees and visitors to all Celoxica premises is a priority to the Group. Each office is reviewed for potential risks regularly and
necessary action taken.
The UK office is covered by a Health & Safety committee, compromising a Chairman, the Health & Safety manager, an employee representative and
the Chief Fire Warden. Overseas offices have similar arrangements depending on local practices, customs and requirements.
GOING CONCERN
The Board regularly review the Group’s resources to ensure they are sufficient to continue trading for the foreseeable future. It is therefore considered
appropriate to use the going concern basis to compile these financial statements.
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and United Kingdom
Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
United Kingdom Company law requires the Directors to prepare financial statements for each financial year that give a true and fair view of the state
of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors
are required to:
• Select suitable accounting policies and apply them consistently;
• Make judgements and estimates that are reasonable and prudent;
• State whether applicable accounting standards have been followed, subject to any material departures disclosed and explained 
in the financial statements; and
• Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company 
will continue in business.
The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the
Company and the Group and enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for
safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors’ are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website. Legislation
in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
page 16  Celoxica Holdings plc Annual Report and Accounts 2005
Corporate governance report As a member of AIM, the Company does not have to comply with the Directors’ Remuneration Report Regulations 2002. However, the Group agrees
with the principles of the report and adopts where size and resources allow.
ROLE OF THE REMUNERATION COMMITTEE
The Remuneration Committee is responsible for:
• Determining the Executive Remuneration policy;
• Ensuring remuneration is at a level to attract and retain appropriate Directors and management, and
• Ensuring remuneration of Directors and management is consistent with other employees.
The committee meets at least once a year and currently comprises Jack Fryer, David Cheesman and Ian Yeoman. It covers all elements of remuneration,
including salary, pension, bonus, share options and duration/notice periods. The committee has access to external professional advisers if required.
No Director will be permitted to participate in discussions or decisions concerning his own remuneration.
SALARY
Salary reviews are annual unless due to a promotion. All annual reviews are effective 1 April each year and take into account both Group and
personal performance.
BONUS
Performance related bonus is based on achievement of financial and other operating targets of the Group as set by the remuneration committee.
SHARE OPTIONS
Share Options form an integral part of remuneration packages within Celoxica. Every employee has options within one of the schemes, with the quantity
being dependent on role and performance. Schemes available are:
• Approved Discretionary Share Option Scheme 2000 (UK);
• Unapproved Discretionary Share Option Scheme 2000 (UK);
• Unapproved Non-Employee Discretionary Share Option Scheme 2000 (UK);
• 2000 Stock Option Plan (US), and
• Unapproved (EMI) Share Option Scheme 2002 (UK).
All options are issued in sterling at the average market price for the three days prior to grant. In line with the industry sector, none of the options have
any performance criteria attached. Vesting periods range from 1 year to 3 years.
PENSION
The Group does not operate its own pension scheme and instead contributes to a Group Personal Pension Plan for all UK employees. The contribution
rate is 5% per annum for executive Directors.
OTHER BENEFITS
Other benefits available are a car or car allowance, private fuel, life assurance, private medical insurance and permanent health insurance.
SERVICE AGREEMENTS FOR EXECUTIVE DIRECTORS
Executive Directors contracts are ongoing with a 6 month notice period by either party. Each contract contains a non-competition, non-solicitation
clause for a period of 6 months after termination. In addition, each service agreement also contains a confidentiality obligation. The two executive
Directors, Philip Bishop and Bernard Morgan, have service contracts dated 23 September 2005 and 7 September 2001 respectively.
Celoxica Holdings plc Annual Report and Accounts 2005  page 17
Directors’ remuneration report NON-EXECUTIVE DIRECTORS
Fees are set with reference to other companies of similar size and development, and with regard to the number of days expected to be worked per
annum. Each of the non-executive Directors has a 2 year appointment with terms and conditions of appointment rather than a formal service
agreement. At the end of the two year period, the Directorship may be extended if mutually agreed. 
Non-executive Directors are not eligible to participate in bonus arrangements and their service does not qualify for pensions or other benefits.
DIRECTORS SHAREHOLDINGS
The Directors in office at 31December 2005 held the following interests in the Company’s shares:
Ordinary shares Ordinary shares
of 25p each of £1 each
31 December 31 December 
2005 2004
P. E. Bishop 29,200 2,000
J. R. Fryer 1,664 416
B. O. Morgan 6,200 1,550
Jack Fryer’s shares were purchased prior to flotation. Keith Hopkins, David Cheesman and Ian Yeoman had no interests in the Company’s shares
(2004: none).
INTERESTS IN SHARE OPTIONS
The Directors in office at 31 December 2005 held the following interest in options to purchase 25p Ordinary shares of the Company:
Number of Number of
£1 options at Adjustment 25p options
31 December re subdivision of 31 December Earliest date
2004 GrantedLapsedExercisedshare capital 2005 Exercise price of exercise Expiry date
P. E. Bishop 2,000 - (2,000) - - - 300p 09.09.2003 08.09.2012
13,333 - (13,333) - - - 300p 09.09.2003 08.09.2012
6,666 - (6,666) - - - 300p 09.09.2003 08.09.2012
500 - (500) - - - 300p 04.07.2004 03.07.2013
500 - (500) - - - 300p 21.10.2004 20.10.2013
162,734 - - - 488,202 650,936 25p 01.06.2005 31.05.2014
- 22,999 - - 68,997 91,996 25p 24.02.2006 23.02.2015
- 1,267 - - 3,801 5,068 25p 28.02.2006 27.02.2015
J. R. Fryer 416 - (416) - - - 300p 09.09.2003 08.09.2012
416 - (416) - - - 300p 09.09.2003 08.09.2012
10,954 - - - 32,862 43,816 25p 01.06.2005 31.05.2014
- 832 - - 2,496 3,328 25p 24.02.2006 23.02.2015
- 1,214 - - 3,642 4,856 25p 28.02.2006 27.02.2015
B. O. Morgan 2,561 - (2,561 1) - - - 300p 09.09.2003 08.09.2012
3,650 - (3,650) - - - 300p 09.09.2003 08.09.2012
80,367 - - - 241,101 321,468 25p 01.06.2005 31.05.2014
17,217 - - - 51,651 68,868 25p 01.06.2005 31.05.2014
- 6,21 1 - - 18,633 24,844 25p 24.02.2006 23.02.2015
- 2,205 - - 6,615 8,820 25p 28.02.2006 27.02.2015
page 18  Celoxica Holdings plc Annual Report and Accounts 2005
Directors’ remuneration report INTERESTS IN SHARE OPTIONS (CONTINUED)
Jack Fryer’s options were granted prior to flotation. No options have been granted to non-executive Directors since flotation. Keith Hopkins, 
David Cheesman and Ian Yeoman had no interests in the Company’s shares or options (2004: none).
DIRECTORS EMOLUMENTS
Total Total
Salary Fees Benefits Bonus Pension 2005 2004
££££££ £
P. E. Bishop 158,938 - 54,223 1 14,540 1,406 329,107 244,622
D. Cheesman - 22,950 - - - 22,950 21,1 27
J. R. Fryer - 22,500 - - - 22,500 20,000
R. K. Hopkins - 14,583 - - - 14,583 -
B. O. Morgan 1 1 1,667 - 15,133 42,000 5,583 174,383 135,655
J. J. A. Nielsen - 16,511 - - - 16,511 20,000
I. C. Yeoman - 2,683 - - - 2,683 -
270,605 79,227 69,356 156,540 6,989 582,717 441,404
D. Cheesman
Chairman of the Remuneration Committee
20 March 2006
Celoxica Holdings plc Annual Report and Accounts 2005  page 19
Directors’ remuneration report TO THE MEMBERS OF CELOXICA HOLDINGS PLC
We have audited the group and parent company financial statements (the “financial statements”) of Celoxica Holdings plc for the year ended 
31 December 2005 which comprises the consolidated profit and loss account, statement of group total recognised gains and losses, consolidated
balance sheet, company balance sheet, consolidated cash flow statement and notes 1 to 27. 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 Annual Report and the financial statements in accordance with United Kingdom law and Accounting
Standards (United Kingdom Generally Accepted Accounting Practice) 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 have been properly prepared in accordance with the
Companies Act 1985. We also report to you if, in our opinion, the Directors’ Report is not consistent with the financial statements, if 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. The other
information comprises only the Chairman’s review, the Chief Executive’s review, the Finance Director’s review, Corporate governance report, Directors’
remuneration report and the Directors’ report. We consider the implications for our report if we become aware of any apparent misstatements 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 judgements made by the Directors in the preparation of the financial statements, and of whether the accounting
policies are appropriate to the group’s and 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. 
OPINION
In our opinion the financial statements:
• give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the group’s
and the parent company’s affairs as at 31 December 2005 and of the group’s loss for the year then ended; and
• have been properly prepared in accordance with the Companies Act 1985.
Grant Thornton UK LLP
Registered Auditors and Chartered Accountants
Oxford, England
20 March 2006
The maintenance and integrity of Celoxica‘s website is the responsibility of the Directors: the work carried out by the auditors does not involve
consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occured to the financial statements
since they were initially presented on the website.
Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions.
page 20  Celoxica Holdings plc Annual Report and Accounts 2005
Report of the independent auditor 2005 2004
Note £ £
Turnover 2 4,267,317 3,436,778
Cost of sales (1,542,887) (1,199,904)
Gross profit 2,724,430 2,236,874
Administrative expenses (5,698,434) (5,692,627)
Operating loss 5 (2,974,004) (3,455,753)
Net interest 6 (1 18,176) 38,647
Non-equity finance costs 7 524,085 -
Loss on ordinary activities before taxation (2,568,095) (3,417,106)
Tax on loss on ordinary activities 8 271,798 385,413
Loss on ordinary activities after taxation (2,296,297) (3,031,693)
Non-equity dividends and appropriations 9 - (2,082,1 16)
Loss for the financial year 21 (2,296,297) (5,1 13,809)
Basic and fully diluted loss per share (pence) 10 20 308
The results above are all in respect of continuing operations.
The accompanying accounting policies and notes form an integral part of these financial statements.
2005 2004
£ £
Loss for the financial year (2,296,297) (5,1 13,809)
Currency translation differences on foreign currency net investments 5,987 (2,938)
Total recognised gains and losses (2,290,310) (5,1 16,747)
Celoxica Holdings plc Annual Report and Accounts 2005  page 21
Consolidated profit and loss account
For the year ended 31December 2005
Statement of Group total recognised gains and losses
For the year ended 31December 2005 2005 2004
Note £ £
Fixed assets
Tangible assets 11 160,484 171,446
Current assets
Stock 13 154,227 216,884
Debtors 14 1,779,941 1,319,574
Investments – short term deposits - 1,800,000
Cash at bank and in hand 4,517,369 802,952
6,451,537 4,139,410
Creditors: amounts falling due within one year 15 (2,096,262) (1,667,470)
Net current assets 4,355,275 2,471,940
Total assets less current liabilities 4,515,759 2,643,386
Creditors: amounts falling due after more than one year 16 (525,387) (1,027,978)
Net assets 3,990,372 1,615,408
Capital and reserves
Called up share capital 19 12,885,130 3,965,209
Share premium account 22 1,349,339 19,813,777
Merger capital reserve 22 23,729,845 23,729,845
Profit and loss account (deficit) 22 (33,973,942) (45,893,423)
Total shareholders’ funds 21 3,990,372 1,615,408
Analysis of shareholder’s funds/(deficit)
Attributable to equity shareholders 3,990,372 (30,019,635)
Attributable to non-equity shareholders - 31,635,043
3,990,372 1,615,408
The accompanying accounting policies and notes form an integral part of these financial statements.
The financial statements on pages 13 to 38 were approved by the Board of Directors on 20 March 2006 and were signed on its behalf by:
P. E. Bishop
Chief Executive Officer
B. O. Morgan
Chief Financial Officer
page 22  Celoxica Holdings plc Annual Report and Accounts 2005
Consolidated balance sheet
As at 31 December 2005 2005 2004
Note £ £
Fixed assets
Investments 12 120,230 120,230
Current assets
Debtors 14 12,489,194 1 1,458,756
Cash at bank and in hand 4,158,921 -
16,648,1 15 1 1,458,756
Total assets less current liabilities 16,768,345 1 1,578,986
Capital and reserves
Called up share capital 19 12,885,130 3,965,209
Share premium account 22 1,349,339 19,813,777
Profit and loss account 22 2,533,876 (12,200,000)
Total shareholders’ funds 16,768,345 1 1,578,986
Analysis of shareholder’s funds/(deficit)
Attributable to equity shareholders 16,768,345 (14,872,299)
Attributable to non-equity shareholders - 26,451,285
16,768,345 1 1,578,986
The accompanying accounting policies and notes form an integral part of these financial statements.
The financial statements on pages 13 to 38 were approved by the Board of Directors on 20 March 2006 and were signed on its behalf by:
P. E. Bishop
Chief Executive Officer
B. O. Morgan
Chief Financial Officer
Celoxica Holdings plc Annual Report and Accounts 2005  page 23
Company balance sheet
As at 31 December 2005 2005 2004
Note £ £
Net cash outflow from operating activities 25 (2,943,913) (3,875,1 12)
Returns on investments and servicing of finance
Interest (paid)/received (151,864) 38,647
Taxation
Corporation tax received 334,886 366,276
Capital expenditure
Receipts from disposal of tangible fixed assets 1,562 8,356
Payments to acquire tangible fixed assets (77,462) (99,756)
Net cash outflow from capital expenditure (75,900) (91,400)
Cash outflow before use of liquid resources and financing (2,836,791) (3,561,589)
Management of liquid resources
Decrease/(increase) in short term deposits 1,800,000 (761,290)
Financing
Issue of share capital (net of expenses paid) 5,189,359 3,443,037
(Decrease)/increase in borrowings (438,151) 1,466,129
Net cash inflow from financing 4,751,208 4,909,166
Increase in net cash 3,714,417 586,287
Reconciliation to net cash
Increase/(decrease) in net cash 3,714,417 586,287
Cash (outflow)/inflow from change in short term deposits (1,800,000) 761,290
Decrease/(increase) in borrowings 438,151 (1,466,129)
Change in net funds resulting from cash flows 2,352,568 (1 18,552)
Net funds brought forward 1,136,823 1,255,375
Net funds carried forward 26 3,489,391 1,136,823
The accompanying accounting policies and notes form an integral part of these financial statements.
page 24  Celoxica Holdings plc Annual Report and Accounts 2005
Consolidated cash flow statement
For the year ended 31 December 2005 Celoxica Holdings plc Annual Report and Accounts 2005  page 25
Notes to accounts
31 December 2005
1 ACCOUNTING POLICIES
These financial statements have been prepared on the going concern basis, under the historical cost convention and in accordance with the Companies
Act 1985 and applicable accounting standards.
The principal accounting policies are set out below. The policies have remained unchanged from the previous year except for adjustments as a result
of FRS25.
The Group has taken advantage of the exemption in FRS25 and has not restated comparative information to comply with FRS25. Accordingly the
Group has applied FRS4 in the comparative information to financial instruments within the scope of FRS25.
In the prior year the Group applied the provisions of FRS4 “Capital Instruments” which requires the amount of shareholders’ funds attributable to
equity and non-equity interests to be separately disclosed. Dividends for the year on the company’s convertible cumulative redeemable preference
shares have been appropriated through the profit and loss account. However, as the Company did not have sufficient distributable reserves in
order to pay such preference dividends, these dividends were credited back within the profit and loss account reserves.
In order to restate the comparative information to comply with FRS25 the A, B, and C Ordinary shares would be recognised as debt and disclosed
within long term liabilities and the dividends thereon would be disclosed as a finance charge.
Any adjustment between the Balance Sheet as at 31 December 2004 and the Balance Sheet at 1 January 2005 has been treated as a change in
accounting policy.
As an AIM-listed Company, the Group must adopt IFRS for accounting periods commencing on or after 1 January 2007. The Group is considering
the impact of IFRS in the meantime and reporting where appropriate.
BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements of the Company and all its subsidiaries. All accounts are made up to
31 December. Intra-Group sales and profits are eliminated fully on consolidation.
MERGER ACCOUNTING AND MERGER RELIEF
On the acquisition of a business accounted for using merger accounting the net assets of the combining entities are combined using existing book
values and no amount is recognised as consideration for goodwill or negative goodwill.
Where equity shares are issued in consideration for the acquisition of at least 90% of the issued equity shares of another Company merger relief
is provided under Section 131 of the Companies Act 1985 and the shares issued are recorded at nominal value in the Company balance sheet.
This relief extends to the issue of non-equity shares in consideration for the acquisition of non-equity shares on the same terms.
OTHER ACQUISITIONS
On the acquisition of a business accounted for using the acquisition method of accounting, fair values are attributed to the Group’s share of net
separable assets. Where the cost of acquisition exceeds the fair values attributable to such net assets, the difference is treated as purchased
goodwill and is capitalised in the Balance sheet in the year of acquisition.
The results and cash flows relating to a business are included in the consolidated profit and loss account and the consolidated cash flow statement
from the date of acquisition or up to the date of disposal.
GOODWILL
For the acquisition of a business accounted for using the acquisition method of accounting, purchased goodwill is capitalised in the year in which
it arises and amortised over its estimated useful life commencing on the later of the acquisition date or the date that the acquired business
generates revenue for the Group.
Where the commencement of amortisation is deferred, the Directors perform a formal impairment review at the end of each financial year to
determine whether any provision is required. Capitalised purchased goodwill in respect of subsidiaries is included within intangible fixed assets. page 26  Celoxica Holdings plc Annual Report and Accounts 2005
Notes to accounts
1 ACCOUNTING POLICIES (CONTINUED)
TANGIBLE FIXED ASSETS
The cost of tangible fixed assets is their purchase cost together with any incidental costs of acquisition. 
Depreciation is calculated so as to write off the cost of tangible assets, less their estimated residual values, over the expected useful economic
lives of the assets concerned. Depreciation is provided on a straight line basis over the following years:
Short term leasehold improvements 5 years
Plant and other equipment 3 years
Fixtures and fittings 3 years
INVESTMENTS
Investments held as fixed assets are stated at cost less provision for any impairment in value. Where merger relief has been taken advantage of,
the cost represents the nominal value of the shares issued in exchange for the interest in the subsidiary.
STOCK
Stock is stated at the lower of cost and net realisable value. Net realisable value is based on estimated selling price less all further costs to completion
and all relevant marketing, selling and distribution costs.
DEFERRED TAXATION
Deferred taxation is provided on a full provision basis on timing differences, arising from the different treatment of items for accounts and taxation
purposes, which are expected to reverse in the future, calculated at rates at which it is estimated that tax will arise. The deferred taxation balance has
been measured at the rate expected to apply when timing differences reverse. Deferred tax assets are recognised to the extent that it is regarded as
more likely than not that they will be recovered.
PENSION COSTS
Pension contributions in respect of defined contribution pension schemes in the UK, 401k plan in the US and the employees’ pension insurance in
Japan are charged to the profit and loss account as incurred.
OPERATING LEASES
Rentals in respect of operating leases are charged to profit and loss in equal amounts over the lease term.
REVENUE RECOGNITION
Turnover (excluding VAT) comprises the value of sales of licenses, revenue from support, maintenance, training and consulting contracts and the
sale of hardware boards.
License fees are recognised upon shipment of the software, based on customer purchase orders, provided that all significant obligations in respect
of the software license are fulfilled. Where agreements involve multiple elements, the entire fee from such arrangements has been allocated to
each of the individual elements based on each element’s fair value. Vendor-specific objective evidence of fair value is determined by reference to
list price of sales to other customers where elements are sold separately.
Where management has doubt as to the recoverability of fees under the arrangement, income is deferred until payment becomes due or cash is received.
In addition to the license fees, contracts generally contain an agreement to provide post contract support (support, maintenance and training)
which consists of an identified customer contact at the Group and telephonic or e-mail support. Fees for post contract support are specified in the
purchase order. The fees are determined based on the Group’s price list as if sold separately. The price list is established and regularly reviewed by
management. Revenue for post contract support is recognised on a straight-line basis over the year for which services are contractually agreed by
the Group with the licensee. The excess of licence fees invoiced over revenue recognised in respect of such fees is recorded as deferred income.  Celoxica Holdings plc Annual Report and Accounts 2005  page 27 
Notes to accounts
1 ACCOUNTING POLICIES (CONTINUED)
Revenue from consulting is recognised when the service has been provided and all obligations to the customer under the consulting agreement
have been fulfilled. For larger consulting projects containing several project milestones, revenue is recognised as each milestone is achieved or on
a percentage-to-completion basis unless management has doubt to the recoverability of fees. Consulting costs are recognised when incurred.
Revenue from hardware development boards is recognised when obligations under the relevant purchase agreement have been met and delivery
has taken place.
RESEARCH AND DEVELOPMENT
Research and development expenditure is written off to the profit and loss account when incurred.
FOREIGN CURRENCIES
Transactions arising during the year which are denominated in foreign currencies are translated at the  rate of exchange ruling at the date of the
transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet
date. All exchange differences are taken to the profit and loss account in the year in which they arise.
Assets and liabilities in the accounts of the overseas subsidiaries are translated at the rate of exchange ruling at the Balance Sheet date and the
results of the subsidiaries are translated at the same rate. The exchange difference arising on the translation of the overseas subsidiaries is taken
directly to reserves. All other foreign exchange differences are taken to the profit and loss account as they arise.
FINANCIAL LIABILITIES
Financial liabilities are obligations to pay cash or other financial instruments and are recognised when the Group becomes a party to the
contractual provisions of the instrument. All interest-related charges are recognised as an expense in “finance cost” in the income statement. Bank
loans are raised for support of long term funding of the Group’s operations. They are recognised at proceeds received, net of direct issue costs.
Finance charges, including premiums payable on settlement or redemption, and direct issue costs are charged to the income statement on an
accruals basis using the effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled
in the period in which they arise.
Dividend distributions payable to equity shareholders are included in “other short term financial liabilities” when the dividends are approved in
general meeting prior to the Balance Sheet date.
RELATED PARTY TRANSACTIONS
FRS 8 “Related Party Disclosures” requires the disclosure of the details of material transactions between the reporting entity and any related
parties. The Group has adopted the provisions of FRS 8. However transactions between the Company and its subsidiaries have not been disclosed
in accordance with the exemption in FRS 8 paragraph 3(a).
FINANCIAL INSTRUMENTS
Financial assets are recognised in the Balance Sheet at the lower of cost and net realisable value. Provision is made for diminution in value 
where appropriate.
Income and expenditure arising on financial instruments is recognised on the accruals basis, and credited or charged to the profit and loss account
in the financial period to which it relates. 2 SEGMENTAL REPORTING
The Directors consider there to be one class of business, being the supply of design automation tools, development boards and consulting services.
A split of turnover, net assets and loss before taxation by geographical segment is set out below:
2005 2004 
£ £
Turnover by origin of sales:
Europe, Middle East and Africa 1,261,435 891,121
Asia Pacific 1,494,725 1,659,551
The Americas 1,51 1,157 886,106
4,267,317 3,436,778
Profit/(loss) before taxation:
Europe, Middle East and Africa (2,567,833) (3,420,489)
Asia Pacific (37) 3,218
The Americas (225) 165
(2,568,095) (3,417,106)
Net assets:
Europe, Middle East and Africa 3,362,801 659,747
Asia Pacific 319,015 497,009
The Americas 308,556 458,652
3,990,372 1,615,408
3 DIRECTORS’ EMOLUMENTS
2005 2004 
£ £
All Directors
Aggregate emoluments 536,267 519,150
Pension contributions to defined contribution pension scheme 6,989 10,189
Highest paid Director
Aggregate emoluments 327,701 244,622
Pension contributions to defined contribution pension scheme 1,406 -
In addition to the emoluments above, the following fees were paid to third party organisations in respect of the services of Directors:
2005
Director Organisation £
D. Cheesman Advent Venture Partners 22,950
J. J. A. Nielsen Cazenove Fund Management 16,51 1
Retirement benefits are accruing to 2 Directors (2004: 2 Directors) under a defined contribution pension scheme.
page 28  Celoxica Holdings plc Annual Report and Accounts 2005
Notes to accounts 4 EMPLOYEE INFORMATION
The average monthly number of persons (including executive Directors) employed by the Group during the year was:
2005 2004 
Number Number
Engineering 29 26
Selling and distribution 20 23
Administration 8 8
57 57
Employee costs during the year amounted to:
2005 2004 
£ £
Wages and salaries 3,517,656 3,398,849
Social security costs 423,465 390,287
Pension costs 80,010 77,391
4,021,131 3,866,527
5 OPERATING LOSS
Operating loss is after charging/(crediting):
2005 2004 
£ £
Depreciation of tangible fixed assets
Owned assets 88,747 120,730
Loss on disposal of fixed assets 2,844 14,019
Rentals under operating leases 208,307 218,754
Research and development 1,275,617 1,498,087
Auditors’ remuneration
Audit fees – Group 20,000 19,200
Audit fees – Company 12,000 5,000
Other services 14,200 43,180
Research and development is expenditure incurred by the Group in the development of its products including its range of software, hardware
development boards and consulting services. 
Auditor’s remuneration for other services is in relation to the, tax compliance and advisory work. The Company’s audit fees are borne by another
Group company. Services in relation to the Initial Public Offering, amounting to £135,000 have been allocated to the Share Premium Account.
6 NET INTEREST
Operating loss is after charging/(crediting):
2005 2004 
£ £
On bank loans and overdrafts 179,501 9,226
Other interest payable 4,709 -
184,210 9,226
Other interest receivable (66,034) (47,873)
11 8, 1 7 6 (38,647)
Celoxica Holdings plc Annual Report and Accounts 2005  page 29
Notes to accounts 7 NON-EQUITY FINANCE COSTS
2005 2004 
£ £
8% cumulative dividends on ‘A’ Ordinary shares and ‘B’ Ordinary shares 1,546,315 -
Interest payable on dividends 469,554 -
Discount on prior years dividends (2,539,954) -
Total Non-Equity dividends and appropriations (524,085) -
Until 10 October 2005, the Company had four classes of share, A Ordinary, B Ordinary, C Ordinary and Ordinary shares. Both ‘A’ and ‘B’ Ordinary
shareholders were entitled to a cumulative dividend of 8% per annum. Such dividends had never been paid due to a lack of distributable reserves.
Any unpaid dividends were also entitled to receive interest at 10% per annum.
A resolution was passed at an Extraordinary General Meeting on 10 October 2005 to accept a discount of one third on all outstanding dividends
and interest thereon. Settlement would be by the issue of 25p Ordinary shares. All A, B and C Ordinary shares were then converted to 25p Ordinary
shares on a 1 for 1 basis. As a result, cumulative dividends of £4,350,439 (with accrued interest of £729,462) were settled by the issue of
16,255,682 Ordinary shares of 25p each.
8 TAX ON LOSS ON ORDINARY ACTIVITIES
2005 2004 
£ £
Current tax:
Research and Development Tax Credit (300,000) (359,541)
Adjustment in respect of prior year Research and development tax credit - (4)
Overseas tax charge/(credit) 28,202 (25,868)
Tax credit on loss on ordinary activities (271,798) (385,413)
The tax credit is lower (2004: lower) than that based upon the standard rate of corporation tax. The differences are explained below:
2005 2004 
£ £
Loss on ordinary activities before tax (2,568,095) (3,417,106)
Loss multiplied by the standard rate of tax in the UK – 30% (2004: 30%) (770,429) (1,025,132)
Income & expenses not deductible for tax purposes (268,964) (221,251)
Deferred tax asset not recognised 656,869 572,245
Overseas tax charge/(credit) 28,202 (25,868)
Research and Development Tax Credit adjustment 82,524 314,593
(271,798) (385,413)
Factors that may affect future tax charges:
The Group has tax losses of £37,582,204 (2004: £35,535,000). The deferred tax asset relating to these losses has not been recognised (see note 18).
page 30  Celoxica Holdings plc Annual Report and Accounts 2005
Notes to accounts 9 NON-EQUITY DIVIDENDS AND APPROPRIATIONS
2005 2004 
£ £
8% cumulative dividends on ‘A’ Ordinary shares and ‘B’ Ordinary shares - 1,813,795
Interest payable on dividends - 393,576
Adjustment for interest in 2003 - (125,255)
Total Non-Equity dividends and appropriations - 2,082,1 16
Until 10 October 2005, the Company had four classes of share, A Ordinary, B Ordinary, C Ordinary and Ordinary shares. Both ‘A’ and ‘B’ Ordinary
shareholders were entitled to a cumulative dividend of 8% per annum. Such dividends had never been paid due to a lack of distributable reserves.
Any unpaid dividends were also entitled to receive interest at 10% per annum.
A resolution was passed at an Extraordinary General Meeting on 10 October 2005 to accept a discount of one third on all outstanding dividends
and interest thereon. Settlement would be by the issue of 25p Ordinary shares. All A, B and C Ordinary shares were then converted to 25p Ordinary
shares on a 1 for 1 basis. As a result, cumulative dividends of £4,350,439 (with accrued interest of £729,462) were settled by the issue of
16,255,682 Ordinary shares of 25p each.
10 LOSS PER SHARE
The calculation of basic loss per share is based on the loss attributable to Ordinary shareholders of £2,296,297 (2004: £5,1 13,809) divided by the
weighted average number of Ordinary shares in issue during the year which was 1 1,540,383 (2004: 1,662,066).
The issue of additional shares on the exercise of options would decrease the basic loss per share and there is, therefore, no dilutive effect of
share options.
11 TANGIBLE FIXED ASSETS
Short-term Plant 
leaseholdand other Fixtures
improvements equipment and fittings Total
GROUP £££ £
Cost
At 1 January 2005 24,424 1,185,934 36,700 1,247,058
Foreign exchange translation differences (457) 8,546 1,739 9,828
Additions 984 76,478 - 77,462
Disposals - (337,652) - (337,652)
At 31 December 2005 24,951 933,306 38,439 996,696
Accumulated depreciation
At 1 January 2005 5,347 1,056,565 13,700 1,075,612
Foreign exchange translation differences (92) 4,258 933 5,099
Charge for the year 2,143 78,461 8,143 88,747
Disposals - (333,246) - (333,246)
At 31 December 2005 7,398 806,038 22,776 836,212
Net book amount
At 31 December 2005 17,553 127,268 15,663 160,484
At 31 December 2004 19,077 129,369 23,000 171,446
The Company has no tangible fixed assets.
Celoxica Holdings plc Annual Report and Accounts 2005  page 31
Notes to accounts 12 INVESTMENTS HELD AS FIXED ASSETS
Shares in
subsidiary
undertakings
COMPANY £
Cost and net book amount
At 1 January 2005 and 31December 2005 120,230
Interests in subsidiaries
Country of Percentage Nature of
Company name incorporation equity held Class of share business
Celoxica Limited
(1)
United Kingdom 100% Ordinary shares of 1p
(2)
Convertible deferred
shares of 1p
Dash Technologies Ltd United Kingdom 100% Ordinary shares of £1 Dormant
Agility Computing Ltd United Kingdom 100% Ordinary shares of £1 Dormant
Celoxica, Inc. USA 100% Common stock of US$0.01 Re-seller
Nihon Celoxica KK Japan 100% Ordinary stock of 50,000 yen Re-seller
Embedded Solutions Ltd United Kingdom 100% Ordinary shares of £1 Dormant
Thinterface Ltd United Kingdom 100% Ordinary shares of £1 Dormant
Liquid Hardware Ltd United Kingdom 100% Ordinary shares of £1 Dormant
Instantasic Ltd United Kingdom 100% Ordinary shares of £1 Dormant
(1)
Investment directly held by Celoxica Holdings plc – all other investments are held by Celoxica Limited.
(2)
Provision of hardware design automation tools, development boards, IP cores and design services.
13 STOCK
2005 2004 
GROUP £ £
Goods for resale 154,227 216,884
14 DEBTORS
2005 2004 
GROUP £ £
Amounts falling due within one year
Trade debtors 994,860 696,400
Corporation Tax Receivable 300,000 359,541
Other debtors 126,340 67,003
Prepayments and accrued income 358,741 196,630
1,779,941 1,319,574
COMPANY
Amounts falling due within one year
Amounts owed by Group companies 12,489,194 1 1,458,756
Amounts owed by Group companies are unsecured and repayable on demand.
page 32  Celoxica Holdings plc Annual Report and Accounts 2005
Notes to accounts 15 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2005 2004 
GROUP £ £
Bank loans 502,591 438,151
Trade creditors 770,487 456,377
Other taxation and social security 93,146 126,498
Other creditors 13,615 17,535
Accruals 390,454 352,458
Deferred income 325,969 276,451
2,096,262 1,667,470
The bank loan is secured with a debenture over the assets of the Group and bears a fixed interest rate of 13.8% per annum.
16 CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2005 2004 
GROUP £ £
Bank loans 525,387 1,027,978
The bank loan is secured with a debenture over the assets of the Group and bears a fixed interest rate of 13.8% per annum. It is repayable within
two years.
17 FINANCIAL INSTRUMENTS
The Group uses financial instruments such as borrowings, cash, liquid resources, trade debtors and trade creditors that arise directly from its operations.
The main risks arising from the above are interest rate risk, currency exchange risk and liquidity risk. All policies to control such risks are regularly
reviewed and approved by the Board. 
SHORT TERM DEBTORS AND CREDITORS
Short term debtors and creditors have been excluded from the following disclosures, other than currency risk disclosures.
INTEREST RATE RISK
The Group finances its operations through a mixture of bank borrowings and share capital. At the year end, surplus funds are deposited in funds with
instant access so can be moved to reduce the impact of interest rate fluctuations.
The interest rate profile of the financial assets and liabilities of the Group is as follows:
Fixed rate Floating rate Fixed rate Floating rate
financial financial 2005 financial financial 2004
liability assets Total liability assets Total 
£££ £ £ £
Sterling (1,027,978) 4,182,649 3,154,671 (1,466,129) 1,825,345 359,216
Euro -6969 - 13,228 13,228
US dollar - 198,632 198,632 - 379,433 379,433
Japanese Yen - 136,019 136,019 - 384,946 384,946
(1,027,978) 4,517,369 3,489,391 (1,466,129) 2,602,952 1,136,823
LIQUIDITY RISK
The use of instant access deposits ensures sufficient working capital is available at all time.
Celoxica Holdings plc Annual Report and Accounts 2005  page 33
Notes to accounts 17 FINANCIAL INSTRUMENTS (CONTINUED)
CURRENCY EXCHANGE RISK
The Group operates in overseas markets, both by use of overseas subsidiaries and directly from the UK. It is therefore subject to currency exposures
on transactions. The Group has access to a range of option contracts to balance the risk should any particular currency be a concern. There were no
material contracts in place at the year end.
BORROWINGS
The Company has a venture loan from European Technology Ventures SA which is subject to a fixed interest rate. Total debt as at 31 December 2005
was £1,027,978 (2004 £1,466,129) and bears an interest rate of 13.8%.
FINANCIAL ASSETS
The Group‘s financial assets consist of cash and deposits which are placed on money markets for suitable periods. All surplus cash is held in sterling.
At 31 December 2005, £4.1m was with HSBC in an instant access account earning ‘Base’ +0.25%.
FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES
There are no material differences between the book values and fair values of the financial assets and liabilities of the Group.
18 DEFERRED TAXATION
Deferred taxation recognised in the financial statements and the amount not recognised of the total potential asset are as follows:
Accounts Accounts Accounts Accounts
recognised recognised unrecognised unrecognised
2005 2004 2005 2004 
£ £ £ £
Provision for deferred tax
Timing differences - - 193,307 183,406
Losses - - 1 1,308,228 10,661,260
- - 1 1,501,535 10,844,666
19 CALLED UP SHARE CAPITAL
2005 2004
Number of Number of 2005 2004
COMPANY 25p shares 25p shares £ £
Authorised
Ordinary shares 60,000,000 1,500,000 15,000,000 1,500,000
‘A’ Ordinary shares - 3,750,000 - 3,750,000
‘B’ Ordinary shares - 15,000 - 15,000
‘C’ Ordinary shares - 151,500 - 151,500
60,000,000 5,416,500 15,000,000 5,416,500
Allotted, called up, and fully paid
Ordinary shares 51,540,518 523,385 12,885,130 523,385
‘A’ Ordinary shares - 3,290,024 - 3,290,024
‘B’ Ordinary shares - 10,975 - 10,975
‘C’ Ordinary shares - 140,825 - 140,825
51,540,518 3,965,209 12,885,130 3,965,209
page 34  Celoxica Holdings plc Annual Report and Accounts 2005
Notes to accounts 19 CALLED UP SHARE CAPITAL (CONTINUED)
CHANGES DURING THE YEAR
A resolution passed at an Extraordinary General Meeting on 10 October 2005 converted and re-designated all A Ordinary shares, B Ordinary
shares and C Ordinary shares of £1 into Ordinary shares of £1 with immediate effect.
Other resolutions passed at that meeting were subject to, and conditional upon, Admission to the Alternative Investment Market (AIM) of the
London Stock Exchange. This subsequently happened on 27 October 2005 and the following resolutions became effective :
a) All £1 Ordinary shares (both issued and unissued) were subdivided into 4 Ordinary shares of 25p each;
b) The authorised share capital was increased from £5,416,500 to £15,000,000 by the creation of 38,334,000 Ordinary shares of 25p each;
c) Any dividend and interest arrears due in respect of the previous classes of share became fixed at the date of conversion, wit h
settlement to be made by the issue of 16,255,682 25p Ordinary shares, with a notional share premium of £1,015,980
On 27 October 2005, a further 19,424,000 25p Ordinary shares were issued as a result of the placing on the AIM. The issue was at an aggregate
nominal value of £4,856,000 with a premium of £1,214,000 before share issue expenses of £880,641.
OPTIONS AND WARRANTS
The table below summarises the exercise terms of the various options and warrants over Ordinary shares of 25p each which had be en granted,
and were still outstanding, as at 31 December 2005.
Ordinary Exercises
Exercise price £
shares of (unless
25p each otherwise
Date of issueNumberstated)Earliest date Latest date
2002 EMI scheme 9 September 2002 19,188 75p 9 September 2003
A
8 September 2012
9 September 2002 372 75p 9 September 2003
D
8 September 2012
21 October 2003 400 75p 21 October 2004
E
20 October 2013
1 June 2004 238,616 25p 1 June 2005
E
31 May 201 4
1 June 2004 635,376 25p 1 June 2005
B
31 May 201 4
12 October 2004 43,508 25p 12 October 2005
E
1 1 October 2014
20 October 2004 1,200 25p 20 October 2005
E
19 October 2014
25 October 2004 5,192 25p 25 October 2005
E
24 October 2014
24 February 2005 88,736 25p 24 February 2006
C
23 October 2015
28 February 2005 248 276 25p 28 February 2006
A
27 February 2015
16 July 2005 20,000 25p 16 July 2006
A
15 July 2015
5 December 2005 4,000 35p 5 December 2006
A
4 December 2015
2000 US Stock Option plan 1 1 July 2002 4,000 75p 1 1 July 2002
A
10 July 2012
9 September 2002 6,664 75p 9 September 2003
A
8 September 2012
9 September 2002 3,332 75p 9 September 2003
A
8 September 2012
1 June 2004 1 1 1,032 25p 1 June 2004
E
31 May 201 4
1 June 2004 892,536 25p 1 June 2004
B
31 May 201 4
12 October 2004 8,000 25p 12 October 2004
E
1 1 October 2014
24 February 2005 144,108 25p 24 February 2005
C
23 October 2015
28 February 2005 125,324 25p 28 February 2005
A
27 February 2015
Celoxica Holdings plc Annual Report and Accounts 2005  page 35
Notes to accounts page 36  Celoxica Holdings plc Annual Report and Accounts 2005
Notes to accounts
19 CALLED UP SHARE CAPITAL (CONTINUED)
Ordinary Exercises
Exercise price £
shares of (unless
25p each otherwise
Date of issue Number stated) Earliest date Latest date
2000 Unapproved  3 August 1999 19,412 75p 3 August 1999
D
2 August 2009
Employee scheme 1 1 July 2002 4 75p 1 1 July 2003
A
10 July 2012
1 1 July 2002 2,696 75p 1 1 July 2003
D
10 July 2012
9 September 2002 372 75p 9 September 2003
D
8 September 2012
1 June 2004 68,868 25p 1 June 2005
B
31 May 201 4
24 February 2005 5,528 25p 24 February 2006
C
23 October 2015
28 February 2005 12,328 25p 28 February 2006
A
27 February 2015
2000 Unapproved  19 January 2000 800 £41.25 19 January 2000
D
18 January 2010
Non employee scheme 19 January 2000 800 $125.00 19 January 2000
D
18 January 2010
19 January 2000 800 $187.50 19 January 2000
D
18 January 2010
3 February 2000 1,036 £41.25 3 February 2000
D
2 February 2010
1 April 2000 2,160 £165.00 1 April 2000
D
31 March 2010
17 October 2001 800 £20.25 17 October 2002
A
16 October 201 1
27 November 2002 400 75p 1 1 October 2003
A
26 November 2012
1 June 2004 137,616 25p 1 June 2005
B
31 May 201 4
24 February 2005 3,328 25p 24 February 2006
C
23 February 2015
28 February 2005 4,856 25p 28 February 2006
A
27 February 2015
19 April 2005 600 25p 19 April 2006
A
18 April 2014
Warrants  2 1 December 2004 960,000 31.25p 2 1 December 2004 2 1 December 201 4
NOTES
A
Vesting over a three year period, as to one third after one year from a variable vesting commencement date and as to a further one twelfth
every subsequent three months, but for US options, all are exercisable upon grant but are subject to a repurchase right on the employee leaving,
which lapses on the same terms as the vesting period.
B
As in A but with one third not exercisable until an initial public offering or a sale of a majority of the issued share capital.
C
Vesting 100% on first anniversary.
D
Vested 100% on grant.
E
Vesting over a three year period, as to one third after one year from a variable vesting commencement date and as to a further one twelfth
every subsequent three months except that all options become exercisable in full immediately before and conditional upon, a Sale or Listing as
defined in the Articles of Association in force at the date of grant.
20 PARENT COMPANY PROFIT AND LOSS ACCOUNT
As permitted by Section 230 of the Companies Act 1985, the profit and loss account of the parent Company is not presented as part of these
accounts. The parent Company’s profit for the year to 31 December 2005 amounted to £524,085 (2004: loss of £1,700,000).  21 RECONCILIATION OF MOVEMENT IN SHAREHOLDERS’ FUNDS
2005 2004
£ £
Loss for the financial year (2,296,297) (3,031,693)
Non-equity dividends and appropriations - (2,082,1 16)
(2,296,297) (5,1 13,809)
Reversal of preference shares appropriation (5,603,986) 2,082,1 16
Settlement of dividends and appropriations by issue of shares 5,079,901 -
Exchange adjustment offset in reserves 5,987 (2,938)
Proceeds from Ordinary shares issued for cash (note 19) 5,189,359 3,443,036
Net increase in shareholders’ funds 2,374,964 408,405
Opening Shareholders’ funds 1,615,408 1,207,003
Closing Shareholders’ funds 3,990,372 1,615,408
22 RESERVES
Merger Profit
Share capital and loss
premium reserve account Total
GROUP ££ £ £
Balance at 1 January 2005 19,813,777 23,729,845 (45,893,423) (2,349,801)
Cancellation of Share Premium (19,813,777) - 19,813,777 -
Premium on issue of Ordinary shares net of expenses 1,349,339 - - 1,349,339
Prior year dividends previously written back - - (5,603,986) (5,603,986)
Loss for the year - - (2,296,297) (2,296,297)
Net exchange adjustments - - 5,987 5,987
Balance at 31 December 2005 1,349,339 23,729,845 (33,973,942) (8,894,758)
COMPANY
Balance at 1 January 2005 19,813,777 - (12,200,000) 7,613,777
Cancellation of Share Premium (19,813,777) - 19,813,777 -
Premium on issue of Ordinary shares net of expenses 1,349,339 - - 1,349,339
Prior year dividends previously written back - - (5,603,986) (5,603,986)
Profit for the year (see note 20) - - 524,085 524,085
Balance at 31 December 2005 1,349,339 - 2,533,876 3,883,215
The cancellation of the Share Premium account arose from the capital reduction as set out in the Court Order dated 24 August 2005. This gave rise to a
distributable reserve of £7,613,777.
23 CONTINGENT LIABILITIES
At 31 December 2005 and 31 December 2004, the Group and Company had no contingent liabilities.
Celoxica Holdings plc Annual Report and Accounts 2005  page 37
Notes to accounts page 38  Celoxica Holdings plc Annual Report and Accounts 2005
Notes to accounts
24 FINANCIAL COMMITMENTS
OPERATING LEASE COMMITMENTS
At 31 December 2005 the Group had annual commitments under non-cancellable operating leases expiring as follows:
Land and Land and
buildings Other buildings Other
2005 2005 2004 2004
££ ££
Within one year 102,891 2,015 23,247 -
Within two to five years inclusive 98,452 - 11 9,046 6,9 1 0
After five years -- --
201,433 2,015 142,293 6,910
25 RECONCILIATION OF OPERATING LOSS TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES
2005 2004
£ £
Operating loss (2,974,004) (3,455,753)
Depreciation 88,747 120,730
Loss on disposal of tangible fixed assets 2,844 14,019
Decrease/(increase) in stocks 62,657 (154,446)
(Increase)/decrease in debtors (489,767) 186,066
Increase/(decrease) in creditors 364,352 (589,529)
Currency translation differences 1,258 3,801
Net cash outflow from operating activities (2,943,913) (3,8 75, 11 2)
26 ANALYSIS OF CHANGES IN NET CASH
At 1 January At 31 December
2005 Cash flows 2005
£££
Cash 802,952 3,7 14,4 17 4,517,369
Short term deposits 1,800,000 (1,800,000) -
Cash at bank and in hand 2,602,952 1,914,417 4,517,369
Debt due within one year (1,466,129) 438,151 (1,027,978)
Net funds 1,136,823 2,352,568 3,489,391
27 RELATED PARTY TRANSACTIONS
Amount
Organisation Relationship £
D. Cheesman Advent Venture Partners Partner 22,950
J. J. A. Nielsen Cazenove Fund Management Employee 16,51 1
All transactions took place under normal trading conditions and, at 31 December 2005, the Company owed £nil (2004: £nil). Celoxica Holdings plc Annual Report and Accounts 2005  page 39
Notice of Annual General Meeting
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take
you should consult your own independent adviser. If you have sold or transferred all your shares in Celoxica Holdings plc, please forward
this document together with the accompanying Form of Proxy to the agent who arranged the sale of transfer so that they may be passed
on to the purchaser or transferee.
The 2006 Annual General Meeting of Celoxica Holdings plc (the “Company”) will be held at Arbuthnot House, 20 Ropemaker Street, London EC2Y 9AR
at 1 1.00 a.m. on 24 May 2006 for the following purposes:
ORDINARY RESOLUTIONS
To consider and, if thought fit, to pass the following resolutions which will be proposed as ordinary resolutions:
1. To receive the Directors’ report and the audited accounts for the year ended 31 December 2005 and the auditors’ report on the a ccounts.
2. To reappoint Bernard Owen Morgan as a Director.
3. To reappoint Ian Christopher Yeoman as a Director.
4. To reappoint Grant Thornton UK LLP as auditors and to authorise the Directors to fix the remuneration of the auditors.
5. THAT the Directors be and are generally and unconditionally authorised (in substitution for all subsisting authorities to the extent unused)
pursuant to and in accordance with section 80 of the Companies Act 1985 to allot relevant securities (as defined in that section) up to an
aggregate nominal value of £4,295,043. This authority shall expire, unless previously renewed, revoked or varied by the Company in general
meeting, 15 months after the date of the passing of this resolution or, if earlier, at the conclusion of the next Annual General Meeting of
the Company in 2007, except that the Company may at any time before the expiry of this authority make any offer or agreement which
would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of any
such offer or agreement as if the authority conferred by this resolution had not expired.
SPECIAL RESOLUTION
To consider and, if thought fit, to pass the following resolution which will be proposed as a special resolution:
6. THAT, subject to the passing of resolution 5, the Directors be and are empowered pursuant to section 95 of the Companies Act 1985 to
allot equity securities (as defined in section 94(2) of that Act) for cash pursuant to the general authority conferred on them by resolution 5
and/or to sell equity securities held as treasury shares for cash pursuant to section 162D of that Act, in each case as if section 89(1) of that
Act did not apply to any such allotment or sale, provided that this power shall be limited to:
(a) any such allotment and/or sale of equity securities in connection with an issue or offer by way of rights or other pre-emptive issue or
offer, open for acceptance for a period fixed by the Directors, to holders of ordinary shares (other than the Company) on the register on
any record date fixed by the Directors in proportion (as nearly as may be) to the respective number of ordinary shares deemed to be held
by them, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional
entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulated body or stock exchange or
any other matter whatsoever; and
(b) any such allotment and/or sale, otherwise than pursuant to sub-paragraph (a) above, of equity securities for cash having, in the case 
of relevant shares (as defined in section 94(5) of that Act), an aggregate nominal value, or, in the case of other equity securities, 
giving the right to subscribe for or convert into relevant shares having an aggregate nominal value, not exceeding in aggregate the sum
of £644,256. page 40  Celoxica Holdings plc Annual Report and Accounts 2005
Notice of Annual General Meeting
SPECIAL RESOLUTION 6(b) CONTINUED
This authority shall expire unless previously renewed, revoked or varied by the Company in general meeting, at such time as the general
authority conferred on the Directors by resolution 5 expires, except that the Company may at any time before such expiry make any offer
or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after
such expiry and the Directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such an
offer or agreement as if the power conferred by this resolution had not expired.
The Directors believe that the proposals in resolutions 1 to 6 are in the best interest of shareholders as a whole and they unanimously
recommend that you vote in favour of all the resolutions.
On behalf of the Board
Bernard Owen Morgan
Company Secretary
20 March 2006
Registered Office: 66 Milton Park, Abingdon, Oxfordshire OX14 4RX 
Registered in England and Wales No: 3870674
NOTES
1. A shareholder of the Company who is entitled to attend and vote at the Annual General Meeting may appoint one or more proxies to attend and,
on a poll, vote instead of him. A proxy does not need to be a shareholder of the Company.
2. A form of proxy for use in connection with the Annual General Meeting is enclosed with the document of which this notice forms part. If you do not
have a form of proxy and believe that you should, please contact the Company’s registrars, Capita Registrars at The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU. Completion and return of a form of proxy will not preclude a shareholder from attending and voting at the Annual
General Meeting.
3. To appoint a proxy or proxies shareholders must complete a form of proxy, sign it and return it, together with the power of a ttorney or other
authority (if any) under which it is signed, or a notarially certified copy of such authority, to the Company’s registrars, Capita Registrars at
The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU so that it is received no later than 1 1.00 a.m. on 22 May 2006.
4. The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those shareholders registered
on the Company’s share register no later than close of business on 22 May 2006 shall be entitled to attend the Annual General Meeting and
vote in respect of the number of shares registered in their names at that time. Changes to entries on the share register after close of business
on 22 May 2006 shall be disregarded in determining the rights of any person to attend or vote at the Annual General Meeting.
5. Copies of the Directors’ service contracts, the existing articles of association, the biographical information of the Directors seeking reappointment
and the register of Directors’ interests are available for inspection at the Company’s registered office during normal business hours on any
weekday (excluding Saturdays, Sundays and public holidays) until the end of the Annual General Meeting. Celoxica Holdings plc Annual Report and Accounts 2005  page 41
Notice of Annual General Meeting
EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING
The following notes provide an explanation as to why the resolutions set out in the notice are to be put to shareholders.
Resolutions 1 to 5 are ordinary resolutions. Each resolution will be passed if more than 50% of the votes cast are in favour.
Resolution 1 – Laying of Accounts
The Companies Act 1985 (the “Act”) requires that, for each financial year, the Directors lay the Company’s annual accounts, the Directors report
and the auditors’ report on the annual accounts before a general meeting.
Resolutions 2 to 3 (inclusive) – Reappointment of Bernard Owen Morgan and Ian Christopher Yeoman
The Company’s articles of association (the “Articles”) require that: (i) any Director who was appointed by the Board shall only hold office until the
next following Annual General Meeting; and (ii) one third of the Directors must retire by rotation at each Annual General Meeting. However, in
each case, the relevant Director may offer himself for reappointment. Accordingly, Bernard Owen Morgan and Ian Christopher Yeoman are retiring
and seeking reappointment. Biographical information for Bernard Owen Morgan and Ian Christopher Yeoman can be found on page 12 of this
Annual Report and Accounts.
Resolution 4 – Auditors
The Act requires that auditors be appointed at each general meeting at which accounts are laid, to hold office until the next such meeting. The resolution
also seeks authority for the Directors to determine the amount of the auditors’ fees. The Audit Committee keeps under review the independence and
objectivity of the external auditors, further information on which can be found in the Annual Report and Accounts. After appropriate consideration, the
Audit Committee recommended to the Board of Directors the reappointment of Grant Thornton UK LLP.
Resolution 5 – Authority to the Directors to allot shares
Under the Act the Directors may only allot shares if authorised to do so. If passed, this resolution will authorise the Directors to allot and issue
new shares and/or sell shares held as treasury shares up to an aggregate nominal value of £4,295,043, which is equal to approximately one third
of the current issued share capital of the Company. At the date of this notice the issued share capital of the Company was 51,540,518 ordinary
shares of 25 pence each and the Company held no treasury shares. The authority will expire 15 months after the date of passing of the resolution
or, if earlier, at the conclusion of the next Annual General Meeting of the Company in 2007.
Passing this resolution will continue the Directors’ flexibility to act in the best interests of shareholders, when opportunities arise, by issuing new
shares or selling treasury shares. The Directors currently have no intention of issuing new shares.
Resolution 6 is a special resolution. This resolution will be passed if not less than 75% of the votes cast for and against are in favour.
Resolution 6 – Disapplication of statutory pre-emption rights
If the Company issues new shares for cash it must first offer them to existing shareholders in proportion to their current holdings, in compliance
with their statutory pre-emption rights. If passed, this resolution will authorise the Directors to modify these rights to deal with legal, regulatory
or practical problems that may arise on a rights or other pre-emptive offer or issue.
The resolution also seeks shareholder authority to issue a limited number of shares for cash and/or sell treasury shares without offering them to
shareholders first. The authority is for an aggregate nominal amount of up to 5% of the aggregate nominal value of the current issued share
capital of the Company (up to 2,577,026 new ordinary shares of 25 pence each). The authority will expire at the same time as the authority to
allot shares given pursuant to resolution 5.
The Directors consider this authority necessary in order to give them flexibility to deal with opportunities as they arise, subject to the restrictions
contained in this resolution. page 42  Celoxica Holdings plc Annual Report and Accounts 2005
Executives/Advisors/Business addresses
EXECUTIVE TEAM MEMBERS
Philip Bishop, 
Chief Executive Officer
Bernard Morgan, 
Chief Financial Officer
Jeff Jussel, 
Vice President Marketing 
& Americas General Manager
Tony Vitucci, 
Vice President Consulting
Matt Aubury, 
Vice President Engineering
Sandeep Ram, 
Vice President Europe, Middle East 
& Africa Sales
Colin Mason, 
Vice President Asia Pacific
BANKERS
HSBC BANK PLC
65 Cornmarket Street
Oxford OX1 3HY
NOMINATED ADVISORS 
ARBUTHNOT SECURITIES LIMITED
Arbuthnot House 
20 Ropemaker Street 
London EC2Y 9AR
AUDITORS
GRANT THORNTON UK LLP
1 Westminster Way
Oxford OX2 0PZ
SOLICITORS 
CMS CAMERON MCKENNA LLP
Mitre House 
160 Aldersgate
London EC1A 4DD
REGISTRARS
CAPITA IRG
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
FINANCIAL PUBLIC RELATIONS
ICIS LIMITED
3rd Floor, Aldermary House
10-15 Queen Street
London EC1N 1TX
UNITED KINGDOM
CELOXICA LTD
66 Milton Park
Abingdon
Oxfordshire OX14 4RX
United Kingdom
Tel: +44 (0)1235 863656
Fax:+44 (0)1235 863648
USA 
CELOXICA INC.
Suite 185
Lakeview Plaza
4516 Seton Center Parkway
Austin
TX 78759
USA
Tel: +1 512 795 8170
Fax:+1 512 795 8167
JAPAN
CELOXICA JAPAN K.K.
YBPWest Tower, 11F
134 Godo-cho
Hodogaya-ku
Yokohama 240-0005
Japan
Tel: +81 (0)45 331 0218
Fax:+81 (0)45 331 0433 design: HAT Associates +44 (0)1242 253122
board photography 
and main images 
on pages 7 and 9: Molyneux Associates
printing: Alpha Colour Printing
“algorithms”
a formula or set of steps for solving a particu-
lar problem. They can be expressed in any
language from natural languages like English
to programming languages.
“ASIC”
Application Specific Integrated Circuit, an
integrated circuit design adapted for a specif-
ic application.
“board”
a printed circuit board that, in Celoxica’s case,
contains one or more FPGAs and additional
components such as memory chips and inter-
face circuitry and which can be stand alone or
can plug into a user’s personal computer.
“C language”
a powerful and versatile programming lan-
guage, used for software development. Also
known as ANSI-C or ISO-C.
“chip”
a single, flat piece of silicon on which a spe-
cific semiconductor element or circuit has
been fabricated. Often also colloquially used
to describe an integrated circuit.
“CAGR”
compound annual growth rate.
“DSPs”
Digital Signal Processing. The manipulation
of analog information that has been convert-
ed into a digital form.
“EDA”
Electronic Design Automation, chip design
industry using existing hardware design tools.
“ESL”
Electronic System Level.
“FPGA”
Field Programmable Gate Array, multi-purpose
logic chips which have a high density of cells
that can be programmed and re-programmed
at will.
“Handel-C”
Handel-C is a customised version of C devel-
oped by Celoxica and is used for hardware
design.
“hardware”
integrated circuits and their associate boards,
connectors and mechanical packaging. Celoxica’s
technology focuses on integrated circuits.
“IP Cores”
reusable components or blocks of functionality
that can be integrated into a larger design.
“level of abstraction”
the level of detail at which an electrical sys-
tem is described when being designed.
“Silicon chip”
See ‘Chip’.
“SoC”
System-on-chip. A single chip that contains
all or almost all of the functions needed in a
particular system.
“System C”
A modelling language based on C++ to facili-
tate system level design.
Glossary Registered Office:
Celoxica Holdings plc
66 Milton Park
Abingdon
Oxfordshire OX14 4RX
United Kingdom
Tel: +44 (0)1235 863656
Fax: +44 (0)1235 863648
www.celoxica.com
info@celoxica.com