William Sinclair Holdings plc
ANNUAL REPORT
for the year ended 30 June 2007 CARBON FOOTPRINT
• As a company we are committed to reducing carbon emissions
• Independently measured and monitored
• The carbon footprint of J.Arthur Bower’s 70L Multi-Purpose Compost is 25g/l
COMPOSTS WITH SINCRO-BOOST
• Sincro-Boost is a natural ingredient made from recycled green materials
• It is naturally high in nutrients and has an open texture
• When added to composts it improves their performance at the same time as
reducing the peat content
SUPPLIER OF THE YEAR
Voted best supplier of the year by garden centres for 2007
Award sponsored by
whose members choose
the winner 2005 2006 2007 2005 2006 2007
William Sinclair Holdings plc 1
HIGHLIGHTS
CONTENTS
Highlights 1
Chairman’s statement 2
Directors 3
Chief Executive’s statement 4
Group operating and financial review 6
Corporate governance 12
Directors’ remuneration report 18
Directors’ report 21
Independent auditor’s report 24
Group income statement 26
Group and company statements of
recognised income and expense 27
Group and company balance sheets 28
Group cash flow statement 30
Company cash flow statement 31
Notes to the financial statements 32
Five year financial summary 67
Financial calendar 68
Notice of annual general meeting 69
Form of Proxy 71
Corporate information 73
William Sinclair Holdings plc is one of the UK's
leading producers of commercial horticulture and
branded garden products. The Company provides
peat and fertiliser products to the retail and
commercial sectors. 
William Sinclair's well established brands include
J Arthur Bower's, Silvaperl and New Horizon - the
leading brand in the fast growing peat free garden
compost and organic plant foods sector. 
FINANCIAL HIGHLIGHTS
• Profit increased 72% to £1.45 million (2006: £0.84 million)
• Turnover decreased 3.8% to £37.6 million (2006: £38.9
million) following continued exit from unprofitable
contracts
• Recommended final dividend of 3.5p, an increase of 17%
from the previous year and giving an earnings cover of 
1.9 times
• Basic EPS from continuing operations increased 70% to
6.8p (2006: 4.0p)
COMPLETION OF TURNAROUND STRATEGY
• Turnaround strategy completed with further margin
improvement still expected
• Reversal in recent sales decrease and significant growth
opportunities identified
ENVIRONMENTAL STRATEGY
• Shareholding increased to 87.5% in Freeland, the producer
of peat from green waste 
• Product launch with carbon footprint data – an industry first
Operating Profit EPS Dividend
+72% +70% +17%
1.45m
0.84m
0.54m
6.8p
4.0p
2.5p
3.5p
3.0p 3.0p
2005 2006 2007 William Sinclair Holdings plc 2
CHAIRMAN’S STATEMENT
I am very pleased to be able to report a further improvement in the Company’s
results for the year ended 30 June 2007. The increase in profitability and the
strengthening of the Company’s balance sheet is the result of the continued
improvement in operations and increased emphasis on core activities and
profitable business activities. 
Sales turnover fell by almost 4% as we exited unprofitable business areas. Despite
this, we maintained our share of the retail markets.
Our joint venture, Freeland, has developed equipment to maximise the advantage
to be gained from increasing quantities of green waste. This will give us a
significant competitive advantage in the production of more peat-free and peat-
reduced growing media. We believe capitalising on this opportunity will play an
important part in our future strategy and our intention to improve our
environmental credentials. To maximise on this potential we have recently
announced the acquisition of a controlling interest in Freeland Horticulture.
Group profit before tax has increased by 72% which represents satisfactory
progress as we continue to improve overall shareholder value. 
We are proposing a final dividend of 2.5p, giving a total for the year of 3.5p. The
dividend cover is now 1.9 times which is consistent with our policy of gradually
improving this key statistic. 
The last year has been another period of change within William Sinclair and I
would like to thank employees, both past and present, for their cooperation and for
their efforts which are greatly appreciated.
Transfer of Company’s shares to AIM 
The Company successfully moved to the Alternative Investment Market in
December 2006. This has, we believe, increased the Company’s profile and
increased trade in the Company’s shares as investors recognised the benefits of an
AIM quotation particularly with regard to an exemption in respect of inheritance
tax and other tax advantages available to private individuals.
Change of year end 
As announced last year the Board intends to change the Company year end to 30
September 2008 resulting in a fifteen month financial period. There are
considerable benefits internally from this move and the revised timetable will be a
much better reflection of our trading year.
Outlook
The retail environment remains competitive but we are confident that we have the
right products, the right quality and the right service standards to continue to
improve performance and deliver strong results.
Bill Simpson
Chairman
26 September 2007 William Sinclair Holdings plc 3
DIRECTORS
Non-executive directors
Bill Simpson (59)
(Non-executive Chairman)
Bill Simpson was appointed Chairman on 1 October 2005 having joined the Board
on 1 September 2004. He spent thirty eight years with Silentnight Holdings plc, the
bed and furniture manufacturer. After a career in purchasing and managing the
supply chain, he moved into general management over 25 years ago, concluding
with eleven years as Group Managing Director/Chief Executive. 
He is Chairman of the Nominations Committee and a member of the Remuneration
Committee.
Ken Piggott (58)
(Senior Independent Non-executive Director)
Ken Piggott was appointed Senior Independent Non-executive Director on 1 May
2006. He is a former Managing Director of Boots The Chemists Ltd and was an
Executive Director of The Boots Company plc. In a career spanning over 30 years,
he has managed a number of major UK retail businesses, including Childrens
World, Do-It-All and Halfords Ltd and led Boots The Chemists until his retirement
in 2003. He is currently Chairman/Non-executive Director of a number of
commercial and not-for-profit organisations. 
He is Chairman of the Remuneration Committee and a member of the Audit
Committee and the Nominations Committee.
Philip Nuttall (56)
(Independent Non-executive Director)
Philip Nuttall was appointed Non-executive Director on 1 March 2005. He is a
member of the Chartered Association of Management Accountants. He was Finance
Director of the European Division of Exel Logistics Limited from 1993 to 1995. He
joined Autologic Holdings plc in September 1995 and was Group Finance Director
from January 1996 until March 2005 when he assumed the position of Chief
Executive (UK & Eire) until his retirement in April 2006.
He is Chairman of the Audit Committee and a member of the Remuneration
Committee and the Nominations Committee.
Executive directors
Bernard Burns (50)
(Chief Executive Officer)
Bernard Burns was appointed Chief Executive Officer in February 2005. He has a
BSc Hon from Leeds University and is married with 3 children. He worked for
Marks and Spencer and Vantona Viyella, before his first Managing Director role
with Churchill tableware at the age of 31. He featured favourably in the BBC TV
series Troubleshooter, with Sir John Harvey Jones, since when he has been
Managing Director of several companies including Bluebird Toys (International),
Silentnight Beds and Silentnight Furniture.
Peter Williams (43)
(Finance Director and Company Secretary)
Peter Williams was appointed a Director and Company Secretary in February 2005.
He is a graduate of the London School of Economics and qualified as a chartered
accountant in 1988. After spells in corporate finance and on secondment to
NatWest’s corporate lending department he joined an MBO team to become
Finance Director at a horticultural supply company. After negotiating the venture
capitalist’s exit five years later, the business became part of a Dutch based
international group with a turnover of over £100 million. He was appointed a
director of the holding company. William Sinclair Holdings plc 4
CHIEF EXECUTIVE’S STATEMENT
The full year results to the end of June 2007 show reasonable progress in returning
the business to an acceptable level of profitability; margins have continued to
improve, partly as a consequence of withdrawing from some low return contracts
but, more substantially, from further operational efficiency being achieved. 
Sector breakdown
Sales of retail gardening consumables were very strong having benefited from
exceptionally good weather during April and May – the key selling period. These
benefits were partially offset by the effect of the heavy rain in late May and June.
The Directors estimate the total market for retail gardening consumables grew by
approximately 10% year on year. 
Within retail gardening consumables the growing media sector, a key strength for
Sinclair, grew by 12% with the Company’s J Arthur Bower’s brand gaining market
share at the expense of branded competitors.
The Company is in the process of improving the packaging of its J Arthur Bower’s
growing media range and the new products are to be available in stores this
autumn. Consequently an increase in customer demand is expected next season.
There was no growth in the plant foods sector whilst demand for lawn treatments
was down by 8%. We believe that demand from commercial growers was the same
as the previous year with buyers cautious after several years of poor sales. William
Sinclair has lost market share in this competitive area.
Although the industry’s peat harvest this summer will fall short of expectations,
William Sinclair has a significant stock of raw material and the need for substantial
third party purchases in the year ahead is not anticipated.
Additional positive impact from restructuring strategy
Despite the completion of the recovery strategy the Group will continue to work
towards delivering further benefits.
The closure of our bark processing site at Flimby in Cumbria was successfully
completed in June 2007 and the new facility at Boothby is working well. The
benefits of this change will result in further efficiency improvements during the
current year.
William Sinclair’s manufacturing facilities are the best available and the Directors
believe William Sinclair is the lowest cost producer of growing media in the
industry. However there is room for improvement within our plant food and
fertiliser operations and further efficiency gains are expected in this area over the
next year.
We are continuing to look at options for consolidation and relocation of our
manufacturing and distribution operations in order to further reduce costs.
ENVIRONMENTAL INITIATIVES
During the year William Sinclair took significant steps to capitalise on its position
as the most environmentally responsible manufacturer in the sector.
Reducing carbon footprint
Our peat reduced multipurpose compost will display carbon footprint data from
this autumn. This information was calculated by an independent organisation and
one of the UK’s leading environmental agencies, AEA Energy & Environment. This
is a first in the gardening market. William Sinclair Holdings plc 5
CHIEF EXECUTIVE’S STATEMENT
In due course we expect most of our product range will follow suit displaying
similar information on all packaging. William Sinclair already has the lowest
footprint in the industry and the Company will continue to develop other
innovative ways to reduce this footprint further over the next five years. 
Freeland acquisition – reducing peat requirements and saving landfill
In July 2007 William Sinclair acquired a controlling interest in Freeland
Horticulture, the green waste recycling business. The Group purchased an
additional 37.5% stake for £0.75 million taking its total interest to 87.5%. A further
£0.225 million is payable in cash over the next three financial years if Freeland
achieves certain performance targets. Freeland reported profit before tax of
approximately £0.39 million for the year ended 30 June 2007.
The acquisition will allow William Sinclair to reduce the peat content of many of
its mixes without compromising the product quality. Eventually 500,000 tonnes of
material that would otherwise go to landfill will be used as a peat replacement in
the Group’s products thereby reducing the need to harvest and import peat. 
The acquisition of Freeland is an important part of differentiating William Sinclair
from its competitors and providing environmental solutions for existing and
potential customers. 
Renewable energy
All our electricity purchases are now from green sources.
Other environmental policies
Where our manufacturing operations are considered detrimental to specific
habitats we will engage in dialogue with interested parties to minimise risks. We
will consider reducing or terminating operations completely if no workable
alternative can be found.
When we have exhausted any given resource we aim to return it toward its original
condition even when we have no obligation to do so. Where we have done this in
the past biodiversity surveys show that 75% of species return within five years of
the start of the regeneration process. 
All our bark is FSC (Forest Stewardship Council) certified and comes from
sustainable forests.
CHANGE IN FINANCIAL YEAR
The financial year 2007-2008 will be the 15 months ending 30th September 2008.
The change in the year end will move the budget process away from the critical
selling period and allow management to focus on increasing turnover.
CURRENT TRADING AND THE YEAR AHEAD
Looking forward, the Company anticipates growth in sales over the coming year.
The improvement in packaging, market leading service, award winning quality and
environmental focus gives retailers products that enable them to meet the demands
of their own customers.
With capability to substantially increase output without significant capital
investment, the Directors remain confident about the Company’s prospects.
Bernard Burns
Chief Executive
26 September 2007 William Sinclair Holdings plc 6
GROUP OPERATING AND FINANCIAL REVIEW
Basis of preparation
These full year accounts are being reported under IFRS. 
Nature, objectives and strategies
The Group’s businesses
The Group’s operations are organised to supply markets in the horticulture sector,
and are principally involved in the manufacture and supply of horticultural
consumables through retail and professional channels and our strategy going
forward continues this focus.
A review of each of the market sectors is given in the Chief Executive’s statement
on pages 4 and 5.
Environmental matters
The Group recognises that its products and operations have an effect on the
environment in a number of ways. The Group is committed to continually striving
to reduce any negative environmental impact. In conducting its business the
Group will:
• Meet or exceed all relevant environmental legal requirements. 
• Reduce the level of carbon emissions associated with our growing media. In
2003 we emitted around 8.7kg CO2 per m3 of growing media produced. This
was reduced to 7.5kg per m3 in 2005 and we aim to achieve a figure below 7.0kg
per m3 by 2010. We estimate that we are currently well in front of all our major
competitors in this area.
• Actively promote peat alternatives wherever appropriate to market conditions.
We will increase the use of recycled materials as alternatives to peat in our
growing media. We used around 5,000 m3 of recycled materials in 2003, 12,000
m3 in 2005 and plan to achieve over 100,000 m3 by 2010.
• Regenerate worked out peat fields in accordance with requirements identified in
our planning consents. In many areas this will involve regeneration as wetland.
Our current performance is to achieve 75%. 
• Re-establishment of mire bio-diversity within 10 years of cessation of peat
extraction, and we aim to improve on this.
• Protect peatland areas of high conservation value which adjoin, or are adjacent
to, our worked peat fields in a proactive way. 
• Continue only to harvest peat from areas of low current conservation value and
harvest peat in accordance with the International Peat Society and International
Mire Conservation Group, Wise Use Guidelines (2002).
• Reduce, reuse or recycle wastes where economically possible, and ensure wastes
are disposed of in accordance with best practice. 
• Seek to minimise the packaging associated with our products. Over the last five
years the weight of plastic packaging we have used per m3 of growing media has
been reduced by around 20%.
Business objectives
Meeting the following business objectives is key to achieving the financial and non-
financial measures that increase shareholder value. 
• Maximising shareholder return
• Maximising customer satisfaction
• Improving operational efficiency
• Securing employee health and safety William Sinclair Holdings plc 7
Business strategies
The Group’s strategy is to optimise manufacturing efficiency through investment in
modern equipment (refer to note 15) and minimizing distribution mileage. This
may involve the moving of certain sites, together with some rationalization. 
Organic sales growth will arise as customers migrate from competitors in
recognition of our market leading service, quality and value for money. For the
coming season we have improved the packaging of most of our retail range and
promoted our sector leading ecological policies. The acquisition of a controlling
interest in Freeland Horticulture Ltd is part of furthering this strategy. 
The decorative aggregate launch in January was successful and we will be
exploiting this over the next 12 months.
In addition to organic growth in sales we will consider acquisitions where
appropriate to achieve full utilization of our manufacturing efficiency. 
Current and future development and performance
Business development and performance
The following discussion of the Group’s performance is conducted wholly in the
context of financial performance as measured under International Financial
Reporting Standards (“IFRS”). 
Group revenue
2007 2006
£000 £000
Total Group revenue 37,646 39,129
The Group’s turnover from continuing operations has shown an overall decrease of
3.8%. This decrease is primarily the result of the continued policy of exiting from
low value markets.
Profit before tax
2007 2006
£000 £000
Pre-tax profit before exceptional items 1,329 766
Exceptional items 117 74
1,446 840
The improvement in pre tax profits has been achieved through a number of
initiatives including the full commissioning of state of the art bagging equipment
at the Lincoln site, continued pressure to improve distribution efficiencies and
careful control of overhead costs.
Freeland Horticulture Ltd, the Group’s joint venture in the green waste and top
soils market, had a difficult year with its topsoils and bagging of green waste. It has
been successful with its management of green waste resources and its development
of new waste processing technologies. This business continues to develop rapidly
as green waste disposal becomes an ever more important issue and demand for
peat substitutes increases.
GROUP OPERATING AND FINANCIAL REVIEW William Sinclair Holdings plc 8
GROUP OPERATING AND FINANCIAL REVIEW
Capital structure and net debt
The Group’s capital structure is as follows:
2007 2006
£000 £000
Net debt 421 855
Group shareholders’ equity 16,340 13,864
Capital employed 16,761 14,719
The Group’s gearing has fallen from 5.8% to 2.5% as a function of cash generated from operations and the
reduction in the pension deficit. This leaves the Group well within its target of borrowing not more than 35%
of capital employed.
Net debt comprises the balance of a fixed term loan originally taken out in October 2004 for the purchase of
additional freehold storage land in Lincoln as well as cash balances, overdrafts and finance leases as follows:
2007 2006
£000 £000
Cash and cash equivalent 335 153 
Overdrafts - (133)
Loans (670) (742)
Finance leases (86) (133)
Net debt (421) (855)
Performance against KPIs
The Board has assessed that the following key performance indicators (“KPIs”) are the most effective measures
of progress towards achieving the Group’s strategies and as such towards fulfilling the Group’s objectives. 
Measure 2007 2006
Sales growth (3.8)% (5.6%)
Operating profit 4.2% 2.0 % 
Return on capital employed 11.1% 8.2 %
Number of accidents 5 6
Sales growth has not been achieved this year. The reasons for this are primarily our continuing exit from low
margin markets. As set out above, strategies are in place to achieve the target sales growth in the near future.
Operating profit is also below target as a percentage of sales. Again, as set out above, there are strategies in place
to improve margins primarily by reducing costs.
Group return on capital employed has increased from 8.2% to 11.1% over the year. We believe that this figure
is not adequate in the medium term. The Board believes that the long term target of 20% is attainable since the
Group will continue to drive down costs and so improve its margins. It will also take advantage of a number of
opportunities to work its asset base more effectively.
We monitor a range of “accident statistics” to ensure that the fullest priority is given to the health and safety of
our employees. All accidents are investigated with a view to improving work procedures and the working
environment so as to minimise the risk of further accidents. William Sinclair Holdings plc 9
GROUP OPERATING AND FINANCIAL REVIEW
We also monitor customer satisfaction through a variety of measures and are pleased to conclude that we have
achieved a large improvement in customer service. We believe that William Sinclair leads the marketplace in
customer satisfaction. 
Future development
As set out above, the Board believes it has strategies in place to improve the Group’s performance in the years
ahead. Sales will be achieved by maintaining our reputation while developing additional product ranges and
making technological improvements to our products.
Resources, risks and relationships
Resources 
The Group aims to safeguard the assets that give it competitive advantage, being its reputation for quality, its
access to efficient sources of growing media and its people.
Reputation
Each area of the business has a strong interest in preserving and enhancing its reputation with customers, staff,
suppliers and the market place generally. As a consequence the management of each area seeks to ensure that
reputation is protected through quality controls, performance targets and staff development.
Employees
Policies
The Group aims to recruit and retain employees who are valued for their contribution and able to fulfil their
potential in meeting the Group’s business objectives. To achieve this, each sector aims to provide opportunities
for its employees to develop their skills through ongoing training.
The Group’s strategies for retaining staff include the provision of competitive terms and conditions,
communication of business performance and objectives, family-friendly policies and bonuses or profit 
share schemes. 
Principal risks and uncertainties
Management carries out an annual, formal review of the risks facing the Group. Risks are identified along with
the likelihood of them arising and are assessed in terms of possible consequences. Where merited, actions are
identified to reduce the risks or mitigate the likely consequences.
The main areas of risk are in customer retention, product liability, physical loss of assets and financial loss of
assets. The Group’s actions in these areas include protecting reputation and customer satisfaction along with
quality assurance procedures. In addition the Group has extensive insurance policies in place.
Intellectual capital
The Group has an extensive range of trademarks that are protected through registration in both the UK and
overseas markets. It continues to develop innovative products and constituents of existing products in order
to maintain its position in the market place.
Relationships
The Group recognises its responsibilities to stakeholders other than its shareholders and employees. It seeks to
participate in local communities by using local services and suppliers where possible, taking account of local
comment to minimise the impact of its operations and by encouraging staff to be involved in local activities. 
We participate in trade associations and industry groups where these give us genuine access to customer and
supplier groups and decision makers in government and other regulatory bodies. William Sinclair Holdings plc 10
GROUP OPERATING AND FINANCIAL REVIEW
Financial position
Exceptional items
Exceptional items totalling £117,000 (before tax) were credited in the financial statements this year. The total
included insurance proceeds on the loss of certain fully depreciated equipment in a fire. This equipment was
replaced. It also includes costs and write offs following the short term loss of a major contract.
Finance revenue and costs
Interest receivable on cash balances has improved and interest payable on loans and overdrafts has decreased
slightly despite rising interest rates as the Group has improved its working capital position.
Taxation
An analysis of the taxation charge is set out in note 11 to the financial statements. The total tax charge as a
percentage of profit before taxation was 22.1% in the current year and 21.5% in 2006. This compares to a
standard rate of UK Corporation tax of 30% and reflects the requirement under IFRS to include the Group’s
share of post tax profits of joint ventures in its profit before tax figure.
Deferred tax is higher under IFRS than under UK GAAP because it requires the recognition of tax on
revaluation gains even if the group has no plans to dispose of the related assets. 
Earnings per share
Basic EPS from continuing operations has increased from 4.0p to 6.8p. This is a significant improvement and
one which the Board expects to continue into the future.
Cash flow
Operating activities generated £2,162,000 (2006: £2,200,000) of cash and cash equivalents. This increase is
largely due to the strategies implemented to improve efficiency and working capital management. Operating
cash flows are healthy and the group is improving its ability to generate cash within the business. The net cash
outflow from investing activities of £959,000 (2006: £361,000) includes further investment in state of the art
processing, bagging and baling equipment. The net cash outflow from financing activities represents interest
and dividends paid in the year as well as the regular payments on the bank loan and hire purchase agreements.
No new borrowings were received in the year. The overall result is a net increase in cash and cash equivalents
of £315,000 (2006: £921,000).
Distributions
Details of dividends paid and proposed during the year are given in the directors’ report on page 21. As
reported in the 2006 financial statements the Board is seeking to restore the level of dividend cover from the
low point in 2005.
Treasury policies 
The objectives of the treasury function is to manage the group’s financial risk; secure cost-effective funding for
the Group’s operations and to minimise the adverse effects of fluctuations in the financial markets on the value
of the group’s financial assets and liabilities, on reported profitability and on the cash flows of the group. 
The Group finances its activities with a combination of overdraft, bank loans, finance leases and hire purchase
contracts. Other financial assets and liabilities, such as trade debtors and trade creditors, arise directly from
the Group’s operating activities. The Group does not currently enter into derivative transactions such as
forward currency contracts or interest rate swaps. The Group does not trade in financial instruments.
The main risks associated with the Group’s financial assets and liabilities are set out below.
Foreign currency risk
The Group has no investment in operations outside the United Kingdom. 
Wherever practical the Group seeks to purchase and sell goods and services in sterling. On occasions this is
not possible with the result that a small proportion of transactions, both purchases and sales, are denominated
in either euros or in US dollars. The net impact of these transactions is broadly neutral but any short-term
exposure above a modest level approved from time to time by the Board is closed out using spot purchases or
sales of currency. Where an individual transaction is likely to be above £100,000 then it is immediately taken
into account in assessing the short-term exposure. William Sinclair Holdings plc 11
Interest rate risk
The Group’s policy is to manage its cost of borrowing using a mix of fixed and variable rate debt. Because of
the seasonal nature of the business the Group requires significant short-term debt. The Board considers that
the interest rate risk on this debt is very limited and so utilising variable rate debt is appropriate. The Board
considers the interest rate risk on the current low level of long term debt is not significant. 
Credit risk
The Group supplies most of its customers on credit and applies strict credit account opening procedures
which include the need to obtain a credit rating. In addition the Group purchases credit insurance to cap its
exposure at a percentage of individual balances. Individual customer exposures are monitored in conjunction
with the insurance company to ensure that the Group’s exposure to bad debts is not significant.
Liquidity risk
The Group aims to minimise liquidity risk by close management of its cash generation. Bank balances are
monitored on a daily basis. Capital expenditure is carefully controlled, with authorisation limits for the
executive directors beyond which full Board approval is required. Cash payback periods are reviewed as part
of the investment appraisal process. 
The Group’s funding needs are currently met through retained earnings, short term debt in the form of
overdraft facilities and a modest level of long term debt. The seasonal nature of the business makes this the
most appropriate debt profile. Should the business require additional long term funding then appropriate
borrowing policies will be set by the Board in conjunction with the debt providers.
Short term excess cash is only invested in interest bearing deposits with maturities fixed at no more than 
3 months.
Price risk
The Group is exposed to changes in raw materials and packaging prices where these are based on worldwide
commodity prices for fertilisers or on oil prices. The Group minimises its exposure through fixed supplier
agreements where possible, including for the supply of heating oil and gas. Many packaging plastics are
dependent on oil prices and the company puts in place rolling three month purchase agreements to reduce the
impact of price fluctuations. 
It is, and has been throughout the period under review, the Group’s policy that no trading in derivative
financial instruments shall be undertaken.
Going concern
After making enquiries, the directors have a reasonable expectation that the Group has adequate resources to
continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going
concern basis in preparing the financial statements.
On behalf of the Board
P D Williams
Finance Director
26 September 2007
GROUP OPERATING AND FINANCIAL REVIEW The company is listed on the Alternative Investment Market (“AIM”) and is therefore not required to comply
with the Combined Code. However it continues to be committed to meeting high standards of corporate
governance following its move from the main market to AIM. As such the Board acknowledges its contribution
to achieving management accountability, improving risk management and ultimately to creating shareholder
value. This statement explains how the company has applied the main and supporting principles of the
Combined Code on Corporate Governance published by the Financial Reporting Council.
Board composition and independence
The Board currently comprises the non-executive chairman, the chief executive, the finance director and two
non-executive directors. All three non-executive directors are considered by the board to be independent.
Their biographies on page 3 demonstrate a range of experience and sufficient calibre to bring independent
judgement on issues of strategy, performance, resources and standards of conduct which is vital to the success
of the group. The roles of chairman and chief executive are distinct, as set out in writing and agreed by the
Board. The chairman is responsible for the effectiveness of the board and the chief executive is accountable
for the management of the group. 
There were no changes in the year to the roles undertaken by the non-executive directors.
Ken Piggott is the senior independent director and is available to shareholders if they have concerns which
contact through the normal channels of chairman, chief executive or finance director has failed to resolve or
for which such contact is inappropriate.
Operation of the Board
The Board is responsible to shareholders for the proper management of the group. A statement of the directors’
responsibilities in respect of the financial statements is set out on page 17 and a statement on going concern
is given on page 11.
The Board has a formal schedule of matters specifically reserved to it for decision. These include strategic
planning, business acquisitions and disposals, authorisation of major capital expenditure and material
contractual arrangements, setting policies for the conduct of business and approval of budgets and financial
statements. Other matters are delegated to management, supported by policies for reporting to the Board. The
company secretary, Peter Williams, is responsible to the Board for ensuring that board procedures are
followed and that applicable rules and regulations are complied with and for advising the Board, through the
chairman, on governance matters. The appointment and removal of the company secretary is a matter for the
Board as a whole. The company maintains appropriate insurance cover in respect of legal action against the
company’s directors. 
The Board met twelve times during the year. The agenda for each meeting allows an opportunity for the
chairman and non-executive directors to meet without executives present. The agenda and relevant briefing
papers are distributed by the company secretary on a timely basis, usually the week before each board meeting.
The following board committees deal with specific aspects of the Group’s affairs. Terms of reference of each
committee, explaining its role and the authority delegated to it by the Board, are available on the company’s
website. The committee chairmen report regularly to the whole Board and are required to confirm that the
committees have sufficient resources to undertake their duties.
Nomination Committee
The nomination committee met once during the year and its current members are Bill Simpson, Philip Nuttall
and Ken Piggott The committee is responsible for ensuring that the Board comprises an appropriate balance of
skills, knowledge and experience and as part of this role leads the process of recommending candidates for
appointment to the board. In appropriate cases, recruitment consultants are used to assist the process. The
terms and conditions of the appointment of non-executive directors are available for inspection at the
registered office and at the Annual General Meeting. The nominations committee also coordinates the
performance evaluation of directors and senior management and considers those candidates presenting
themselves for election at the AGM.
William Sinclair Holdings plc 12
CORPORATE GOVERNANCE William Sinclair Holdings plc 13
CORPORATE GOVERNANCE
Audit Committee
The audit committee met twice during the year and its members are Philip Nuttall (Chairman) and Ken Piggott.
The Board is satisfied that at least one member of the audit committee has recent and relevant financial
experience. The audit committee comprises only independent non-executive directors, as required by the
Combined Code. Meetings are also attended by the audit partner and, by invitation, the Chairman, chief executive
and the finance director. The role and responsibilities of the audit committee are set out in terms of reference
available on the company’s website and are described in more detail in the Audit Committee section below.
Remuneration Committee 
The remuneration committee met six times in the financial year. It comprises Ken Piggott (Chairman), Philip
Nuttall and Bill Simpson. The committee is responsible for setting the remuneration for all executive directors
and the chairman, including pension rights and provision for compensation payments. The committee also
recommends and monitors the level and structure of remuneration for senior management. The remuneration
of non-executive directors is a matter for the chairman and executive members of the board, within limits set
in the Articles of Association. The remuneration committee consults with the chairman and chief executive
concerning the remuneration of other executive directors. Further details of the role and responsibilities of the
remuneration committee and its activities during the year are given in the report on directors’ remuneration
on pages 18 to 20.
Meetings and attendance
The following table summarises the number of Board, Audit, Remuneration and Nomination Committee
meetings held during the year and the attendance record as members or by invitation of individual directors.
Board Audit Remuneration Nomination
meetings Committee Committee Committee
Number of meetings in year 12 2 6 1
B P Burns 12 *2 *1 *1
P D Williams 12 *2 *1 0
W Simpson 12 *2 6 1
P J Nuttall 12 2 6 1
K Piggott 12 2 6 1
* by invitation
Induction, training and performance evaluation
Induction and training
New directors receive induction on their appointment to the Board covering the activities of the group and its
key business and financial risks, the terms of reference of the board and its committees and the latest financial
information about the group. Ken Piggott also met certain company staff and the external audit partner on his
induction to the Audit Committee.
The chairman ensures that directors update their skills, knowledge and familiarity with the company as
required to fulfil their roles on the Board and on board committees. Ongoing training is provided as necessary
and includes updates from the company secretary on changes to the Listing Rules, requirements under the
Companies Act and other regulatory matters. Directors may consult with the company secretary at any time
on matters related to their role on the Board. All directors have access to independent professional advice at
the company’s expense where they judge it necessary to discharge their duties, with requests for such advice
being authorised by the chairman or the company secretary.
Evaluation of the Board’s performance 
Performance evaluation takes place at a number of levels, for individual directors, board committees and in
assessing the effectiveness of the board as a whole. The evaluation of individual directors’ performance is
carried out by the nomination committee. Executive directors’ performance is evaluated using a balanced
scorecard approach which combines business and personal performance objectives with financial and non-
financial measures of achievement against those objectives. The annual review cycle starts with objective
setting in the Autumn, interim reviews in May and performance evaluation in October. The results of interim
and annual evaluations are communicated to the Remuneration Committee.  The evaluation of non-executive directors uses self-appraisal to consider aspects of performance including
attendance and participation at board meetings, quality of involvement in committees, commitment and
effectiveness of their contribution to board activities (including the AGM and shareholdercommunications),
the adequacy of training and director independence.
The performance of the chairman is reviewed annually in a meeting of the non-executive directors, led by the
senior independent director. This review takes into account the views of executive directors who were
interviewed by the senior independent director.
The chairman of each committee provides an annual report of its activities to the board and the company
secretary presents to the board a summary of its activities during the year. The discussion of each report
includes an evaluation of performance over the past year and consideration of objectives and resource
requirements for the coming year. 
Retirement and re-election
All directors are subject to election by shareholders after their appointment and to re-election thereafter at
intervals of no more than three years.
Non-executive directors are appointed for specified terms, initially three years with the opportunity for
renewal by the company thereafter. The terms and conditions of appointment of non-executive directors are
available for inspection at the registered office during normal business hours and prior to the AGM. Any
recommendation to reappoint a non-executive director for a third term is preceded by a rigorous review by the
nominations committee and takes into account the need for progressive refreshing of the board. If a non-
executive director resigns a written statement is provided to the chairman indicating whether he has any
unresolved concerns about the running of the company.
Nomination Committee
The nomination committee met once in the year to consider the extension of the Chairman’s appointment. Bill
Simpson explained his appointment was due to expire on 29 September 2007. He then left the meeting while
the matter was considered by the other members with Ken Piggott acting as chairman of the committee. After
due consideration the committee agreed to extend the Chairman’s appointment for the three year period to 30
September 2010.
Audit Committee 
The audit committee is responsible for reviewing the group’s internal control and risk management systems,
and reviewing and monitoring the effectiveness of internal and external audit. Its role includes monitoring the
integrity of the company’s financial statements and other formal announcements relating to the company’s
financial performance and reviewing significant financial reporting judgements contained in them.
The audit committee advises the board on the appointment, reappointment and removal of external auditors
and approves their remuneration and terms of engagement, including developing and implementing a policy
on the provision of non-audit services by the external audit firm. It also reviews and monitors the
independence and objectivity of the external auditor.
The audit committee, comprising Philip Nuttall (chairman) and Ken Piggott, met twice during the year. The
chairman invited Bill Simpson, Bernard Burns and Peter Williams to attend these meetings. 
In the course of these meetings, the committee considered the following matters:
Internal controls: The committee has an ongoing process for reviewing the effectiveness of the system of
internal controls. It noted the improvements in the quality of management information and the appointment
of a financial controller to assist the finance director.
William Sinclair Holdings plc 14
CORPORATE GOVERNANCE William Sinclair Holdings plc 15
CORPORATE GOVERNANCE
Whistle blowing: The committee reviewed the group’s procedures for staff to raise concerns in confidence
about possible financial reporting or other misconduct. The committee concluded no such concerns were
raised during the year. 
Financial reporting: The committee reviewed draft annual and interim reports before recommending their
publication to the board. The committee discussed with the chief executive and finance director the significant
accounting policies, estimates and judgements applied in preparing these reports. The committee noted the
successful completion of the Group’s transition to reporting under International Financial Reporting
Standards.
Reappointment of the external auditors: The committee recommended that the board present a resolution to
shareholders at the 2007 AGM for the reappointment of the external auditors. This followed an assessment of
the quality of service provided, including the qualification of the external auditors, the expertise and resources
made available to the group, auditor independence and the effectiveness of the audit process. The decision
was based on consideration of reports issued by the external auditors and feedback from the executive
directors.
Internal audit function: The Group does not currently have an internal audit function. The Audit Committee
annually considers the need for such a function but at present believes that the size and operational structure
of the business make an internal audit function unnecessary.
Auditor independence: The committee satisfied itself as to the continuing independence of the external
auditor. In doing so, it considered the following factors, having regard to the views of management and the
external auditor:
• The auditor’s procedures in place for maintaining and monitoring independence, including those to ensure
that the partners and staff have no personal or business relationships with the company, other than those
in the normal course of business permitted by UK ethical guidance.
• The auditor’s policies for the rotation of the lead partner and key audit personnel.
• Adherence by management and the auditor during the year to the group’s policies for the procurement of
non-audit services and the employment of former audit staff. 
The audit committee has established policies determining the non-audit services that the external auditors can
provide and the procedures required for pre-approval of any such engagement. These policies provide for the
auditors to be engaged only for work that is not prohibited by professional or other regulatory requirements.
This essentially limits work to tax services and assurance services that are essentially of an audit nature, but
excludes internal audit services and attest assignments that present a potential self-review threat, such as
valuation services. Annually the finance director submits a report of fees charged and services provided by the
auditors and this is reviewed by the committee to ensure policies have been complied with. The chairman of
the audit committee reports to the Board identifying any matters where procedures could be improved.
Communications with shareholders
Communications with shareholders are given high priority. The Board is accountable to the company’s
shareholders and as such it is important for the Board to appreciate the requirements of shareholders and
equally that shareholders understand how the actions of the board and short-term financial performance
relates to the achievement of the company’s longer term goals.
The reporting calendar is dominated by the publication of interim and final results each year, in which the
board reports to shareholders on its stewardship of the company. The operating and financial review on pages
6 to 11 comments on the group’s financial performance in the context of the business risks faced and the
objectives and plans for the future. At other times during the year, presentations to analysts and updates to the
stock exchange are made available to all shareholders via the company’s website. In addition the chief
executive and finance director meet with major shareholders to discuss governance and group strategy. 
The Chairman ensures that the chief executive and finance director provide feedback to the board following
presentations to investors and meetings with shareholders and the company’s brokers are invited to attend
board meetings when investor relations are on the agenda.  The Annual General Meeting provides an opportunity for communication with private and institutional
investors and the board encourages shareholders to attend and welcomes their participation. All directors
attend the Annual General Meeting and are available to answer questions. Notice of the annual general meeting
and related papers are sent to shareholders at least 20 working days before the meeting. All proxy votes are
counted and the numbers for and against each resolution are announced after a vote of the members present.
Details of resolutions to be proposed at the Annual General Meeting on 29 November 2007 can be found in the
notice of the meeting on page 69.
Internal control
The directors acknowledge that they are responsible for the group’s system of internal control and for
reviewing its effectiveness. The system is designed to manage rather than eliminate the risk of failure to
achieve the group’s strategic objectives, and can only provide reasonable and not absolute assurance against
material misstatement or loss.
An ongoing process, in accordance with the guidance of the Turnbull Committee on internal control, has been
established for identifying, evaluating and managing the significant risks faced by the group. This process has
been in place throughout the year under review and up to the date of approval of the annual report and
financial statements. The Board regularly reviews the process. 
The group’s key risk management processes and system of internal control procedures include the following:
• Management structure: Authority to manage the various business operations is delegated to local
management within limits set by the board. The appointment of executives to the most senior positions
within the group requires the approval of the board. Functional, operating and financial reporting standards
are established by head office management for application across the whole group. The corporate procedures
manual sets out, inter alia, the general ethos of the group, delegation of authority and authorisation levels,
segregation of duties and other control procedures together with group accounting policies. 
• Identification and evaluation of business risks: The major financial, commercial, legal, regulatory and
operating risks within the group are identified through annual reporting procedures. The management team
regularly reviews these risks to ensure that they are being effectively managed and appropriately insured,
and prepares an annual group risk assessment report. The team also undertakes regular reviews of the most
significant areas of risk and ensures that key control objectives remain in place and reports its findings to
the audit committee.
• Information and financial reporting systems: The group’s comprehensive planning and financial reporting
procedures include detailed operational budgets for the year ahead and a three year rolling plan. The Board
reviews and approves them. Performance is monitored and relevant action taken throughout the year
through the monthly reporting of key performance indicators, updated forecasts for the year together with
information on the key risk areas.
• Investment appraisal: The budgetary process and authorisation levels regulate capital expenditure. For
expenditure beyond specified levels, detailed written proposals have to be submitted to the board. Reviews
are carried out after the acquisition is complete, and for some projects, during the acquisition period, to
monitor expenditure. Commercial, legal and financial due diligence work is carried out if a business is to
be acquired.
The Audit Committee has reviewed the effectiveness of the system of internal control and has reported its
findings to the board. The key processes applied in so doing are described in the Audit Committee section above.
William Sinclair Holdings plc 16
CORPORATE GOVERNANCE William Sinclair Holdings plc 17
CORPORATE GOVERNANCE
Statement of directors’ responsibilities in respect of the financial statements
The directors are responsible for preparing the Annual Report and the financial statements in accordance with
applicable United Kingdom law and those International Financial Reporting Standards as adopted by the
European Union. 
The directors are required to prepare financial statements for each financial year which present fairly the
financial position of the company and of the group and the financial performance and cash flows of the
company and of the group for that period. In preparing those financial statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandable information; and
• provide additional disclosures when compliance with the specific requirements in IFRSs is insufficient to
enable users to understand the impact of particular transactions, other events and conditions on the entity’s
financial position and financial performance; and
• state that the company has complied with IFRSs, subject to any material departures disclosed and
explained in the financial statements.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy
at any time the financial position of the company and of the group and enable them to ensure that the financial
statements comply with the Companies Act 1985 and Article 4 of the IAS Regulation. They are also responsible
for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities. Remuneration committee and advisers
The remuneration committee is chaired by Ken Piggott. Its other members are Philip Nuttall and Bill Simpson.
The committee makes recommendations to the board, within agreed terms of reference, on an overall
remuneration package for executive directors and other senior executives. Bernard Burns, the Chief Executive,
provides advice in relation to the remuneration of other senior executives.
Remuneration policy
The remuneration policy aims to ensure that senior executives are fairly rewarded for their individual
contributions to the Group’s performance and that remuneration packages are competitive with regards to
those of comparable public companies. The Board’s overall objective when establishing remuneration levels
is to be able to attract and retain a high calibre of individual who will contribute positively towards the future
of the Group.
Components of remuneration
The components of remuneration are:
• A base salary to reflect responsibility, individual performance and length of service. Reference is also made
to external comparisons.
• Benefits in kind, including, for example, the provision of a company car and private health insurance.
• Profit related bonus, payment of which depends on performance in relation to budget and growth in
earnings per share over one financial year.
• Executive share option schemes. Under the terms of the share option schemes the Board may grant options
to Directors and a wider group of senior executives at the market price prevailing at the time of the grant.
Options are exercisable not less than three and not more than ten years after the grant. Awards under these
schemes are designed to emphasise the correlation of interests of shareholders and senior management.
• Pension benefit: Mr P D Williams is a member of the Group Personal Pension Plan. The Company makes a
contribution to the personal pension plan of Mr B P Burns.
• Long term incentive plan for senior executives which will pay out between 80% and 120% of base salary
dependent on the Group achieving specified targets for profit before tax in the year to 30 September 2009.
Service contracts 
The service contracts of the directors, or in the case of non-executive directors their letters of appointment,
include the following terms:
Date of appointment Unexpired term Notice period
or extension at year end
(months) (months)
Executive directors:
B P Burns 1 February 2005 N/A 12 months
P D Williams 14 February 2005 N/A 12 months
Non-executive directors:
W Simpson 26 June 2007 39 months 6 months
P J Nuttall 1 March 2005 8 months 3 months
K Piggott 1 May 2006 22 months 3 months
Provisions for compensation for early termination comprise only the payment of any unexpired notice period.
Bernard Burns and Peter Williams, who were appointed directors in February 2005, retire from the Board at
the Annual General Meeting and, being eligible, offer themselves for re-election. Biographical details of all
directors can be found on page 3.
William Sinclair Holdings plc 18
DIRECTORS’ REMUNERATION REPORT William Sinclair Holdings plc 19
DIRECTORS’ REMUNERATION REPORT
Performance graph
The graphs below show the total shareholder return for each of the last five financial years in terms of the
change in value (with dividends reinvested) of an initial investment of £100 on 1 July 2002 in a holding of the
company’s shares (“SNCL”) against the corresponding total shareholder return in a hypothetical holding of
shares in the FTSE All Share index (“FTALLSH”) and the FTSE AIM index (“FTSEAIM”).
Directors’ remuneration
The remuneration of the directors is as follows:
Basic Performance
salary related Total Total
and fees Benefits bonuses 2007 2006
£’000 £’000 £’000 £’000 £’000
Executive directors:
B P Burns 126 – 50 176 167
P D Williams 85 7 34 126 119
Non-executive directors:
W Simpson 50 – – 50 46
P J Nuttall 26 – – 26 26
K Piggott 25 – – 25 4
312 7 84 403 362
Defined contribution pension schemes
During the year the Group paid contributions to a personal pension plan for BP Burns of £25,214 
(2006: £24,480) and paid contributions to the Group Personal Pension Plan in respect of PD Williams of £9,775
(2006: £9,384).
2003     2004     2005     2006      2007
(50.00%)
50.00%
100.00%
200.00%
150.00%
–
SNCL (%) FTALLSH (%) FTSEAIM (%)
50
–
SNLR (RI) FTALLSH (TSR) FTSEAIM (RI)
100
150
200
250
300
350
Jul 02
Nov 02
Mar 03
Jul 03
Nov 03
Mar 04
Jul 04
Nov 04
Mar 05
Jul 05
Nov 05
Mar 06
Jul 06
Nov 06
Mar 07
Jul 07 Interests in options
The company has two share option schemes by which executive directors and other senior executives are able
to subscribe for ordinary shares in the company. The interests of the directors were as follows:
At Granted Exercised Lapsed At
Exercise 1 July during during during 30 June
price 2006 the year the year the year 2007
£ No. No. No. No. No.
B P Burns (a) 0.596 240,000 – – – 240,000
(b) 0.514 85,000 – – – 85,000
325,000 – – – 325,000
P D Williams (a) 0.596 80,000 – – – 80,000
(b) 0.514 65,000 – – – 65,000
145,000 – – – 145,000
470,000 – – – 470,000
The options are exercisable between the following dates:
(a) March 2008 – February 2012
(b) October 2008 – September 2012
The share price at 30 June 2007 was 116.5p (2006 – 45.0p). The minimum and maximum share price during
the year was 44.5p and 119.0p respectively.
On behalf of the Board
K Piggott
Chairman 
26 September 2007
William Sinclair Holdings plc 20
DIRECTORS’ REMUNERATION REPORT William Sinclair Holdings plc 21
DIRECTORS REPORT
The directors present their report and the group financial statements for the year ended 30 June 2007. 
Results and dividends
The group profit for the year, after taxation, amounted to £1,127,000, an increase of 71% from the previous
year. The directors recommend a final ordinary dividend of 2.5 pence per share, amounting to £414,000,
making totals of 3.5 pence per share and £579,000 for the year. Because of the implementation of IFRSs,
dividends are now recognised in the accounts in the year in which they are paid, or in the case of a final
dividend when approved by the shareholders, such that the amount recognised in the 2007 accounts, as
described in note 14, is made up of last year’s final dividend and this year’s interim. 
The final ordinary dividend, if approved, will be paid on 19 December 2007 to ordinary shareholders whose
names were on the register on 16 November 2007.
Principal activities
The Group manufactures and distributes a range of products for the retail and professional horticultural
markets. These include growing media, lawn care, plant food and fertiliser products to consumers in the UK
and overseas.
Business review and future developments
A review of trading activity and future developments is covered in the Chairman’s Statement and the group
operating and financial review.
Financial instruments
The Group’s risk management objective and policy are discussed in the Treasury Policies section of the
Operating and Financial Review on pages 6 to 11.
Research and development
The group continues to develop its product range particularly in the areas of green waste utilisation. 
Political and charitable donations
During the year the Group made charitable donations of £825 (2006: £940). No political donations were made
(2006: £nil).
Disabled employees
The Group gives full consideration to applications for employment from disabled persons where the
candidate’s particular aptitudes and abilities are consistent with adequately meeting the requirements of the
job. Opportunities are available to disabled employees for training, career development and promotion.
Where existing employees become disabled, it is the Group’s policy to provide continuing employment wherever
practicable in the same or an alternative position and to provide appropriate training to achieve this aim.
Employee involvement
The company operates a framework for employee information and consultation which complies with the
requirements of the Information and Consultation of Employees Regulations 2005. During the year, the policy
of providing employees with information about the group has been continued through the monthly ‘tier
briefings’ at which employees have been encouraged to present their suggestions and views on the Group’s
performance. Regular meetings are held between local management and employees to allow a free flow of
information and ideas. Directors and their interests
The directors at 30 June 2007 and their interests in the share capital of the company, other than with respect
to options to acquire ordinary shares (which are detailed in the analysis of options included in the report on
directors’ remuneration), are as follows:
At 30 June 2007 At 1 July 2006 
Ordinary shares Ordinary shares
B P Burns 165,708 54,846
P D Williams 20,000 8,350
W Simpson 16,700 16,700
P J Nuttall 10,000 10,000
K Piggott – –
Directors’ liabilities
The company has granted an indemnity to one or more of its directors against liability in respect of
proceedings brought by third parties, subject to the conditions set out in the Companies Act 1985. Such
qualifying third party indemnity provision remains in force as at the date of approving the directors’ report.
Major interests in shares
The company has been notified of the following interests representing 3% or more of the issued ordinary share
capital of the company as at 16 August 2007.
% of issued
Number share
of shares capital
Gartmore Investment Ltd/Gartmore Fund Managers Ltd/
Gartmore Global Partners 1,880,745 11.4%
Noguer Investments SA 1,510,296 9.1%
J M Finn Nominees Ltd 842,150 5.1%
Small Companies Dividend Trust 826,685 5.0%
Supplier payment policy and practice
It is the Group’s policy that payments to suppliers are made in accordance with those terms and conditions
agreed between the relevant group company and its suppliers, provided that all trading terms and conditions
have been complied with.
At 30 June 2007, the Group had an average of 43 days purchases owed to trade creditors. The company has no
significant trade creditors.
Special business at the annual general meeting
Details of the special business to be transacted at the Annual General Meeting are contained in Appendix 1 to
the Notice of Meeting on page 69.
Auditors
A resolution to reappoint Ernst & Young LLP as auditors will be put to the members at the Annual General Meeting.
William Sinclair Holdings plc 22
DIRECTORS’ REPORT William Sinclair Holdings plc 23
DIRECTORS’ REPORT
Directors’ statement as to disclosure of information to auditors
The directors who were members of the board at the time of approving the directors’ report are listed on page 3.
Having made enquiries of fellow directors and of the company’s auditors, each of these directors confirms that:
• to the best of each director’s knowledge and belief, there is no information relevant to the preparation of
their report of which the company’s auditors are unaware; and
• each director has taken all the steps a director might reasonably be expected to have taken to be aware of
relevant audit information and to establish that the company’s auditors are aware of that information.
By order of the board
P D Williams
Secretary
26 September 2007 We have audited the financial statements of William Sinclair Holdings plc for the year ended 30 June 2007
which comprise the Group Income Statement, Group and Parent Company Statement of Recognised Income
and Expense, Group and Parent Company Balance Sheets, Group and Parent Company Cash Flow Statements
and the related notes 1 to 35. These financial statements have been prepared under the accounting policies set
out therein. 
This report is made solely to the company's members, as a body, in accordance with Section 235 of the
Companies Act 1985. Our audit work has been undertaken so that we might state to the company's members
those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the
company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the financial statements in accordance with applicable United
Kingdom law and International Financial Reporting Standards (IFRSs) as adopted by the European Union are
set out in the Statement of Directors’ Responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory
requirements and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view and are properly
prepared in accordance with the Companies Act 1985. We also report to you whether the information given in
the directors' report is consistent with the financial statements. 
In addition we report to you if, in our opinion, the company has not kept proper accounting records, if we have
not received all the information and explanations we require for our audit, or if information specified by law
regarding directors’ remuneration and other transactions is not disclosed.
We read other information contained in the Annual Report and consider whether it is consistent with the
audited financial statements. This other information comprises only the Chairman’s Statement, Chief
Executive’s Statement, Directors, Group Operating and Financial Review, Corporate Governance Statement,
Directors’ Remuneration Report, Directors’ Report, Five Year Financial Summary, Financial Calendar and
Notice of Annual General Meeting. We consider the implications for our report if we become aware of any
apparent misstatement or material inconsistencies with the financial statements. Our responsibilities do not
extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by
the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the
amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates
and judgments made by the directors in the preparation of the financial statements, and of whether the
accounting policies are appropriate to the company’s circumstances, consistently applied and adequately
disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered
necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial
statements are free from material misstatement, whether caused by fraud or other irregularity or error. 
In forming our opinion we also evaluated the overall adequacy of the presentation of information in the
financial statements.
William Sinclair Holdings plc 24
INDEPENDENT AUDITOR’S REPORT to the members of William Sinclair Holdings plc William Sinclair Holdings plc 25
INDEPENDENT AUDITORS REPORT to the members of William Sinclair Holdings plc
Opinion
In our opinion: 
• the group financial statements give a true and fair view, in accordance with IFRSs as adopted by the
European Union, of the state of the group's affairs as at 30 June 2007 and of its profit for the year then ended; 
• the parent company financial statements give a true and fair view, in accordance with IFRSs as adopted by
the European Union as applied in accordance with the provisions of the Companies Act 1985, of the state
of the parent company’s affairs as at 30 June 2007;
• the financial statements have been properly prepared in accordance with the Companies Act 1985; and the
information given in the directors' report is consistent with the financial statements.
Ernst & Young LLP
Registered auditor 
Hull
26 September 2007 William Sinclair Holdings plc 26
GROUP INCOME STATEMENT
for the year ended 30 June 2007
June 2007 June 2006
Before Except. Before Except.
Except. Items Except. Items
Items (Note 7) Total Items (Note 7) Total
Notes £000 £000 £000 £000 £000 £000
Revenue 3 37,646 – 37,646 38,889 240 39,129
Operating expenses 5 36,187 (117) 36,070 38,011 339 38,350
Operating profit 1,459 117 1,576 878 (99) 779
Share of post tax profits of 
associates and joint ventures 
accounted for using the 
equity method 18 173 – 173 201 173 374
Group operating profit from 
continuing operations 5 1,632 117 1,749 1,079 74 1,153
Finance revenue 9 11 – 11 29 – 29
Finance costs 10 (326) – (326) (310) – (310)
Other finance income/(cost) 
– pensions 33 12 – 12 (32) – (32)
Profit from continuing operations 
before taxation 1,329 117 1,446 766 74 840
Tax expense 11 (284) (35) (319) (210) 29 (181)
Profit for the year attributable to 
members of the parent company 1,045 82 1,127 556 103 659
Earnings per share (pence)
Basic EPS on profit for the year 13 6.3p 6.8p 3.4p 4.0p
Diluted EPS on profit for the year 13 6.2p 6.7p 3.3p 3.9p William Sinclair Holdings plc 27
GROUP AND COMPANY STATEMENTS OF RECOGNISED INCOME AND EXPENSE
for the year ended 30 June 2007ntinu
Group Notes 2007 2006
£000 £000
Income and expense recognised directly in equity
Revaluation of property 15 – 964
Actuarial gains on defined benefit pension plans 33 2,463 2,135
2,463 3,099
Tax on items taken directly to or transferred from equity (641) (929)
Net income recognised directly in equity 1,822 2,170
Profit for the year 1,127 659
Total recognised income and expense for the year 29 2,949 2,829
Company Notes 2007 2006
£000 £000
Net income recognised directly in equity – –
Loss for the year (1,002) (685)
Total recognised income and expense for the year 29 (1,002) (685) William Sinclair Holdings plc
GROUP AND COMPANY BALANCE SHEETS
at 30 June 2007ntinue
William Sinclair Holdings plc 28
Group Company
2007 2006 2007 2006
Notes £000 £000 £000 £000
Non-current assets
Property, plant and equipment 15 12,900 12,677 28 34
Intangible assets 16 1,130 1,159 – –
Investments accounted for using the
equity method 18 777 858 – –
Investments in subsidiaries 18 – – 5,889 5,889
Deferred tax assets 11 – – 48 –
14,807 14,694 5,965 5,923
Current assets
Inventories 20 5,150 4,967 – –
Trade and other receivables 19 10,981 12,149 12,808 12,679
Cash and short-term deposits 21 335 153 156 152
16,466 17,269 12,964 12,831
Total assets 31,273 31,963 18,929 18,754
Current liabilities
Trade and other payables 22 9,824 10,930 419 295
Financial liabilities 23 119 251 8,091 6,491
Corporation tax payable 348 131 – 1
10,291 11,312 8,510 6,787
Non-current liabilities
Financial liabilities 23 637 757 598 671
Deferred tax liabilities 11 1,513 853 – –
Provisions 25 189 170 – –
Defined benefit pension plan deficit 33 2,303 5,007 – –
4,642 6,787 598 671
Total liabilities 14,933 18,099 9,108 7,458
Net assets 16,340 13,864 9,821 11,296 William Sinclair Holdings plc 29
GROUP AND COMPANY BALANCE SHEETS
at 30 June 2007ntinued
Group Company
2007 2006 2007 2006
Notes £000 £000 £000 £000
Capital and reserves
Equity share capital 29 4,139 4,139 4,139 4,139
Capital redemption reserve 29 1,523 1,523 1,523 1,523
Revaluation reserve 29 3,566 3,501 – –
Other reserves 29 176 176 86 86
Share based payments 29 51 28 51 28
Retained earnings 29 6,885 4,497 4,022 5,520
Group shareholders’ equity 16,340 13,864 9,821 11,296
W Simpson
Chairman
P D Williams
Finance Director
26 September 2007 William Sinclair Holdings plc 30
GROUP CASH FLOW STATEMENT
for the year ended 30 June 2007ntinuedi
2007 2006
Notes £000 £000
Operating activities
Group operating profit 1,576 779
Adjustments to reconcile group operating profit to net cash
inflows from operating activities
Depreciation and impairment of property, plant and equipment 1,032 967
Amortisation and impairment of intangible assets 35 38
(Profit) on disposal of fixed assets (291) (7)
Share-based payments 23 22
Difference between pension contributions paid and amounts
recognised in the income statement (28) (139)
Decrease/(increase) in inventories (183) 583
Decrease/(Increase) in trade and other receivables 1,259 (173)
(Decrease)/increase in trade and other payables (1,106) (278)
Movement in provisions 19 24
Cash generated from operations 2,336 1,816
Income taxes (paid)/received (174) 384
Net cash flow from operating activities 2,162 2,200
Investing activities
Interest received 11 29
Sale of property, plant and equipment 606 1,012
Purchases of property, plant and equipment (1,570) (1,377)
Payments to acquire intangible fixed assets (6) (25)
Net cash flow from investing activities (959) (361)
Financing activities
Interest paid (320) (327)
Dividends paid to equity shareholders of the parent (496) (496)
Dividends received from joint ventures 47 35
Repayment of borrowings (72) (58)
Repayment of capital element of finance 
leases and hire purchase contracts (47) (72)
Net cash flow from financing activities (888) (918)
Increase in cash and cash equivalents 315 921
Cash and cash equivalents at the beginning of the year 21 20 (901)
Cash and cash equivalents at the year end 21 335 20 William Sinclair Holdings plc 31
COMPANY CASH FLOW STATEMENT
for the year ended 30 June 2007ntin
2007 2006
Notes £000 £000
Operating activities
Operating profit (891) (699)
Adjustments to reconcile profit before tax to net cash
inflows from operating activities
Depreciation and impairment of property, plant and equipment 6 9
Share-based payments 23 22
(Profit)/loss on disposal of fixed assets – (7)
(Increase)/decrease in trade and other receivables (260) (291)
(Increase)/decrease in trade and other payables 120 109
Cash generated from operations (1,002) (857)
Income taxes received 344 291
Net cash flow from operating activities (658) (566)
Investing activities
Dividends received – –
Sale of property, plant and equipment – 21
Purchases of property, plant and equipment – –
Net cash flow from investing activities – 21
Financing activities
Interest paid (369) (277)
Dividends paid to equity shareholders (496) (496)
Repayment of borrowings (72) (58)
Net cash flow from financing activities (937) (831)
Decrease in cash and cash equivalents (1,595) (1,376)
Cash and cash equivalents at the beginning of the year 21 (6,268) (4,892)
Cash and cash equivalents at the year end 21 (7,863) (6,268) William Sinclair Holdings plc 32
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007
1. Authorisation of financial statements and statement of compliance with IFRSs
The group and company financial statements of William Sinclair Holdings plc (the ‘Company’) for the
year ended 30 June 2007 were authorised for issue by the board of directors on 26 September 2007
and the balance sheets were signed on the board’s behalf by Mr W Simpson and Mr P D Williams.
William Sinclair Holdings plc is a public limited company incorporated and domiciled in England &
Wales. The company’s ordinary shares are traded on the Alternative Investment Market.
The Group’s financial statements have been prepared in accordance with International Financial
Reporting Standards (IFRSs). The company’s financial statements have been prepared in accordance
with IFRSs as adopted by the European Union and as applied in accordance with the provisions of
the Companies Act 1985. The principal accounting policies adopted by the Group and by the
company are set out in note 2. 
The company has taken advantage of the exemption provided under section 230 of the Companies
Act 1985 not to publish its individual income statement and related notes.
2. Accounting policies
Basis of preparation
The financial statements of William Sinclair Holdings plc, both consolidated and company, have been
prepared under IFRS as adopted in the European Union. A summary of the principal accounting
policies, which have been consistently applied throughout the year and the preceding year, is as follows:
The Group and company financial statements are presented in sterling and all values are rounded to
the nearest thousand pounds (£000) except when otherwise indicated.
Basis of consolidation
The Group financial statements consolidate the financial statements of William Sinclair Holdings plc
and the entities it controls (its subsidiaries) drawn up to 30 June each year. 
Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group
obtains control, and continue to be consolidated until the date that such control ceases. Control
comprises the power to govern the financial and operating policies of the investee so as to obtain
benefit from its activities and is achieved through direct or indirect ownership of voting rights;
currently exercisable or convertible potential voting rights; or by way of contractual agreement. The
financial statements of subsidiaries are prepared for the same reporting year as the parent company,
using consistent accounting policies. All inter-company balances and transactions, including
unrealised profits arising from them, are eliminated.
Key sources of estimation uncertainty
The key sources of estimation uncertainty that have a significant risk of causing material adjustment
to the carrying amounts of assets and liabilities within the next financial year are the measurement
and impairment of indefinite life intangible assets (including goodwill) and the measurement of
defined benefit pension obligations. The Group determines whether indefinite life intangible assets
are impaired on an annual basis and this requires an estimation of the value in use of the cash flows
and choosing a suitable discount rate. Measurement of defined benefit pension obligations requires
estimation of future changes in salaries and inflation, as well as mortality rates, the expected return
on assets and the selection of a suitable discount rate.
Interests in joint ventures
The Group has interests in two joint ventures. These take the form of agreements to share control over
other entities and commercial collaborations. The joint ventures are established through an interest in
a company. The Group recognises its interest in the entity’s assets and liabilities using the equity
method of accounting. Under the equity method, the interest in the joint venture is carried in the
balance sheet at cost plus post-acquisition changes in the Group’s share of its net assets less any
impairment in value of individual investments. The Group income statement reflects the share of the
jointly controlled entity’s results after tax.  William Sinclair Holdings plc 33
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007
2. Accounting policies (continued)
Financial statements of all material, jointly controlled entities are prepared for the same reporting period as
the Group. Where necessary, adjustments are made to bring the accounting policies used into line with those
of the Group. Adjustments are also made in the Group’s financial statements to eliminate the Group’s share
of unrealised gains and losses on transactions between the Group and its jointly controlled entities.
Foreign currencies
Transactions in foreign currencies are initially recorded in the functional currency by applying the spot
exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign
currencies are retranslated at the functional currency rate of exchange ruling at the balance sheet date. All
differences are taken to the income statement except for differences on monetary assets and liabilities that
form part of the Group’s net investment in a foreign operation. These are taken directly to equity until the
disposal of the net investment, at which time they are recognised in profit or loss.
The assets and liabilities of foreign operations are translated into sterling at the rate of exchange ruling at the
balance sheet date. Income and expenses are translated at weighted average exchange rates for the year. The
resulting exchange differences are taken directly to a separate component of equity. On disposal of a foreign
entity, the deferred cumulative amount recognised in equity relating to that particular foreign operation is
recognised in the income statement.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using
the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a
foreign currency are translated using the exchange rates at the date when the fair value was determined.
Goodwill
Business combinations for which the agreement date is on or after 1 July 2004 are accounted for under IFRS
3 using the purchase method. Any excess of the cost of the business combination over the Group’s interest
in the net fair value of the identifiable assets, liabilities and contingent liabilities is recognised in the
balance sheet as goodwill and is not amortised. To the extent that the net fair value of the acquired entity’s
identifiable assets, liabilities and contingent liabilities is greater than the cost of the investment, a gain is
recognised immediately in the income statement. Goodwill recognised as an asset as at 30 June 2004 is
recorded at its carrying amount under UK GAAP and is not amortised. Any goodwill asset arising on the
acquisition of equity accounted entities is included within the cost of those entities.
After initial recognition, goodwill is stated at cost less any accumulated impairment losses, with the
carrying value being reviewed for impairment at least annually and whenever events or changes in
circumstances indicate that the carrying value may be impaired. For the purpose of impairment testing,
goodwill is allocated to the related cash-generating units monitored by management, usually at business
segment level or statutory company level as the case may be. Where the recoverable amount of the cash-
generating unit is less than its carrying amount, including goodwill, an impairment loss is recognised in the
income statement. The carrying amount of goodwill allocated to a cash-generating unit is taken into account
when determining the gain or loss on disposal of the unit, or of an operation within it. Goodwill arising on
acquisitions prior to 30 June 1998 remains set off directly against reserves even if the related investment
becomes impaired or the business is disposed of. William Sinclair Holdings plc 34
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007
2. Accounting policies (continued)
Intangible assets
Intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses. 
Intangible assets acquired separately from a business are carried initially at cost. An intangible asset
acquired as part of a business combination is recognised outside goodwill if the asset is separable or arises
from contractual or other legal rights and its fair value can be measured reliably. 
Intangible assets with a finite life are amortised on a straight line basis over their expected useful lives, as follows:
• Computer software – 3-5 year
The carrying value of intangible assets is reviewed for impairment whenever events or changes in
circumstances indicate the carrying value may not be recoverable. 
Property, including peat bogs, plant and equipment 
Plant and equipment is stated at cost less accumulated depreciation and accumulated impairment losses.
Such costs include costs directly attributable to making the asset capable of operating as intended.
Borrowing costs attributable to assets under construction are recognised as an expense as incurred. 
Properties, including peat bogs, are recognised initially at cost and thereafter carried at fair value less
depreciation and impairment charged subsequent to the date of the revaluation. Fair value is based on
periodic valuations by an external independent valuer and is determined from market-based evidence by
appraisal. Valuations are performed frequently enough, and at a minimum of every three years, to ensure
that the fair value of a revalued asset does not differ materially from its carrying amount.
Any revaluation surplus is credited to the revaluation reserve in equity except to the extent that it reverses a
decrease in the carrying value of the same asset previously recognised in profit or loss, in which case the
increase is recognised in profit or loss. A revaluation deficit is recognised in profit or loss, except to the
extent of any existing surplus in respect of that asset in the revaluation reserve.
A transfer is made from the revaluation reserve to retained earnings for the difference between depreciation
based on the carrying amount of the assets and that based on the assets’ original cost. Additionally,
accumulated depreciation as at revaluation date is eliminated against the gross carrying amount of the asset
and the net amount is restated to the revalued amount of the asset. Upon disposal any revaluation reserve
relating to the particular asset being sold is transferred to retained earnings.
Depreciation is provided on all property, including peat bogs, plant and equipment, other than freehold
land, at rates calculated to write off the cost, less estimated residual value based on prices prevailing at the
balance sheet date, of each asset evenly over its expected useful life as follows:
• Freehold properties – over 50 years
• Leasehold properties – over the lease term
• Plant and machinery – over 3 to 10 years
The carrying values of property, including peat bogs, plant and equipment are reviewed for impairment
when events or changes in circumstances indicate the carrying value may not be recoverable. William Sinclair Holdings plc 35
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007
2. Accounting policies (continued)
Leases
(i) Assets held under finance leases, which transfer to the Group substantially all the risks and benefits
incidental to ownership of the leased item, are capitalised at the inception of the lease, with a corresponding
liability being recognised for the fair value of the leased asset or, if lower, the present value of the minimum
lease payments. Lease payments are apportioned between the reduction of the lease liability and finance
charges in the income statement so as to achieve a constant rate of interest on the remaining balance of the
liability. Assets held under finance leases are depreciated over the shorter of the estimated useful life of the
asset and the lease term.
(ii) Leases where the lessor retains substantially all the risks and rewards of ownership are classified as
operating leases. Lease payments are charged to the income statement on a straight line basis over the term
of the lease.
Impairment of assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If
any such indication exists, or when annual impairment testing for an asset is required, the Group makes an
estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-
generating unit’s fair value less costs to sell and its value in use. It is determined for an individual asset
unless the asset does not generate cash inflows that are largely independent of those from other assets or
groups of assets. Where the carrying amount of an asset exceeds its recoverable amount the asset is
considered impaired and is written down to its recoverable amount. In assessing value in use the estimated
future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset. Impairment losses of
continuing operations are recognised in the income statement in those expense categories consistent with
the function of the impaired asset.
An assessment is made at each reporting date as to whether there is any indication that previously
recognised impairment losses may no longer exist or may have decreased. If such indication exists, the
recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been
a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss
was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount.
That increased amount cannot exceed the carrying amount that would have been determined, net of
depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is
recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is
treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods
to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its
remaining useful life.
Inventories
Stocks are stated as the lower of cost and net realisable value.
Cost comprises the direct cost of production and attributable proportion of all overheads appropriate to
location and condition. Stocks of harvested peat include the direct cost of production and overheads based
on the long-run level of harvest activity.
Net realisable value is based on estimated selling price less any further costs expected to be incurred to
completion and disposal. William Sinclair Holdings plc 36
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007tinued
2. Accounting policies (continued)
Trade and other receivables
Trade receivables, which generally have 30-90 day terms, are recognised and carried at the lower of their
original invoiced value and recoverable amount. Where the time value of money is material, receivables are
carried at amortised cost. Provision is made when there is objective evidence that the Group will not be
able to recover balances in full. Balances are written off when the probability of recovery is assessed as
being remote.
Cash and cash equivalents
Cash and short-term deposits in the balance sheet comprise cash at banks and in hand and short-term
deposits with an original maturity of three months or less.
For the purpose of the consolidated cash flow statement, cash and cash equivalents consist of cash and cash
equivalents as defined above, net of outstanding bank overdrafts.
Interest bearing loans and borrowings
All loans and borrowings are initially recognised at fair value less directly attributable transaction costs. 
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost
using the effective interest method.
Gains and losses arising on the repurchase, settlement or otherwise cancellation of liabilities are recognised
respectively in finance income and finance expense.
Income taxes
The charge for taxation is based on the profits for the year and takes into account taxation deferred because
of temporary differences between the treatment of certain items for taxation and for accounting purposes.
Deferred tax is provided, using the liability method, on temporary differences at the balance sheet date
between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities, based on tax rates and laws that are enacted or substantively enacted by the balance
sheet date.
Deferred income tax is recognised on all temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements, with the following exceptions:
• where the temporary difference arises from the initial recognition of goodwill or of an asset or liability in a
transaction that is not a business combination that at the time of the transaction affects neither accounting
nor taxable profit or loss;
• in respect of taxable temporary differences associated with investments in subsidiaries, associates and joint
ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable
that the temporary differences will not reverse in the foreseeable future; and
• deferred income tax assets are recognised only to the extent that it is probable that taxable profit will be
available against which the deductible temporary differences, carried forward tax credits or tax losses can
be utilised. William Sinclair Holdings plc 37
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007
2. Accounting policies (continued)
Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are
expected to apply when the related asset is realised or liability is settled, based on tax rates and laws enacted
or substantively enacted at the balance sheet date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in the income
statement.
Income tax is charged or credited directly to equity if it relates to items that are credited or charged to equity.
Otherwise income tax is recognised in the income statement.
Provisions
The costs of restoration of the Group’s peat bogs are recognised as a liability as the peat is harvested. Provision
is made as each site is worked and an obligation, as required by the planning consent, incurred. Where the
effect of the time value of money is material the provision is discounted.
Derivative financial instruments
The group does not currently use derivative financial instruments such as foreign currency contracts and
interest rate swaps to hedge its cashflow risks associated with interest rate and foreign currency fluctuations.
Should it do so, the Group’s policy is that such derivative financial instruments are stated at fair value.
The fair value of forward contracts is calculated by reference to current forward exchange rates for contracts
with a similar maturity profile, any gains or losses arising from changes in fair value are taken directly to net
profit or loss for the period.
Pensions
The Group operates a defined benefit pension scheme which was closed to new entrants in 1996. The
contributions of eligible employees and employing companies are administrated in funds independent from
the company's assets. The scheme is funded on a going concern basis on the advice of external actuaries.
The cost of providing benefits under the defined benefit plan is determined using the projected unit credit
method, which attributes entitlement to benefits to the current period (to determine current service cost) and
to the current and prior periods (to determine the present value of defined benefit obligation) and is based on
actuarial advice. Past service costs are recognised in profit or loss on a straight-line basis over the vesting
period or immediately if the benefits have vested. When a settlement (eliminating all obligations for benefits
already accrued) or a curtailment (reducing future obligations as a result of a material reduction in the scheme
membership or a reduction in future entitlement) occurs the obligation and related plan assets are remeasured
using current actuarial assumptions and the resultant gain or loss recognised in the income statement during
the period in which the settlement or curtailment occurs.
The interest element of the defined benefit cost represents the change in present value of scheme obligations
resulting from the passage of time, and is determined by applying the discount rate to the opening present
value of the benefit obligation, taking into account material changes in the obligation during the year. The
expected return on plan assets is based on an assessment made at the beginning of the year of long-term market
returns on scheme assets, adjusted for the effect on the fair value of plan assets of contributions received and
benefits paid during the year. The difference between the expected return on plan assets and the interest cost
is recognised in the income statement as other finance income or expense.
Actuarial gains and losses are recognised in full in the statement of recognised income and expense in the
period in which they occur. William Sinclair Holdings plc 38
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007tintinued
2. Accounting policies (continued)
The defined benefit pension asset or liability in the balance sheet comprises the total for each plan of the
present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds),
less any past service cost not yet recognised and less the fair value of plan assets out of which the obligations
are to be settled directly. Fair value is based on market price information and in the case of quoted securities
is the published bid price.
The Group also operates a Group Personal Pension Plan, which is a defined contribution scheme.
Contributions to the scheme are charged against the income statement as they arise.
Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and
the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received,
excluding discounts, rebates, VAT and other sales taxes or duty. Revenue on the sale of goods is recognised
when the significant risks and rewards of ownership of the goods have passed to the buyer usually on dispatch
of the goods.
Borrowing costs
Borrowing costs are recognised as an expense when incurred.
Equity settled share based payments
The company operates an executive share option scheme for certain senior executives. Share options issued
are exercisable subject to the attainment of certain market-based performance criteria. 
The fair value of options granted after 7 November 2002 is calculated using mathematical models, including
the Black-Scholes model, modified for the impact of market-based performance criteria and the resulting cost
is charged to the income statement over the vesting period.
The company re-assesses its estimate of the number of options that are expected to become exercisable at each
balance sheet date as a result of changes in non-market based performance conditions. Any adjustments to the
original estimates are recognised in the income statement.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional
upon a market condition, which are treated as vesting irrespective of whether or not the market condition is
satisfied, provided that all other performance conditions are satisfied.
At each balance sheet date before vesting, the cumulative expense is calculated, representing the extent to
which the vesting period has expired and management’s best estimate of the achievement or otherwise of non-
market conditions number of equity instruments that will ultimately vest or in the case of an instrument subject
to a market condition, be treated as vesting as described above. The movement in cumulative expense since the
previous balance sheet date is recognised in the income statement, with a corresponding entry in equity. William Sinclair Holdings plc 39
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007tin
2. Accounting policies (continued)
Exceptional items
The Group presents as exceptional items on the face of the income statement, those material items of income
and expense which, because of the nature and expected infrequency of the events giving rise to them, merit
separate presentation to allow shareholders to understand better the elements of financial performance in the
year, so as to facilitate comparison with prior periods and to assess better trends in financial performance.
New standards and interpretations not applied
During the year, the IASB and IFRIC have issued the following standards and interpretations with an effective
date after the date of these financial statements:
International Accounting Standards (IAS / IFRSs) Effective date
IFRS 7 Financial Instruments: Disclosures 1 January 2007
IFRS 8 Operating Segments 1 January 2009
IAS 1 Amendment – Presentation of Financial Statements: Capital Disclosures 1 January 2007
International Financial Reporting Interpretations Committee (IFRIC)
IFRIC 8 Scope of IFRS 2 1 January 2007
IFRIC 9 Reassessment of embedded derivatives 1 January 2007
IFRIC 10 Interim financial reporting and impairment 1 November 2006
IFRIC 11 IFRS 2 Group and treasury share transactions 1 March 2007
IFRIC 12 Service concession arrangements 1 January 2008
Upon adoption of IFRS 7, the Group will have to disclose additional information about its financial instruments,
their significance and the nature and extent of risks that they give rise to. More specifically the Group will need
to disclose the fair value of its financial instruments and its risk exposure in greater detail. There will be no
effect on reported income or net assets. William Sinclair Holdings plc 40
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007tintininued
3. Revenue
Revenue disclosed in the income statement is analysed as follows:
2007 2006
£000 £000
Sale of goods 37,646 39,129
No revenue was derived from exchanges of goods and services
4. Segment information
The primary reporting segment is by business. The Group operates only in the horticultural sector and
therefore has no other segments requiring analysis and disclosure, and no unallocated assets or liabilities.
The secondary reporting segment is geographical.  The Group’s business assets are all located in the UK and
all capital expenditure is within the UK.
The following table presents an analysis of the Group’s revenue from external customers by geographical
market:
2007 2006
£000 £000
United Kingdom 37,122 37,873
Europe 408 245
Middle East, Far East and other 116 1,011
37,646 39,129
5. Group operating profit
This is stated after charging:
2007 2006
£000 £000
Depreciation of property, plant and equipment 1,032 967
Amortisation of intangible assets 35 38
Total depreciation and amortisation expense 1,067 1,005
Cost of inventories recognised as an expense 17,789 19,325
Operating lease payments 1,081 476
Staff costs (note 8) 7,846 8,051
(Profit) on disposal of fixed assets (291) (7)
Other operating charges 8,578 9,500
Operating expenses 36,070 38,350 William Sinclair Holdings plc 41
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007tintin
6. Auditors’ remuneration
2007 2006
£000 £000
Audit of financial statements † 55 53
Other fees to auditors - taxation services 10 10
- IFRS conversion – 48
† £25,000 (2006 – £23,000) of this relates to the company.
7. Exceptional items
2007 2006
£000 £000
Recognised in arriving at operating profit:
Insurance proceeds 300 –
Redundancy and dispute settlement costs (183) –
Income from termination of sales contracts – 240
Settlement of commercial dispute with a supplier – (106)
Reorganisation redundancy costs and professional fees – (165)
Disposal of assets by joint venture – 105
117 74
Insurance proceeds relate to the loss of fully depreciated equipment in a fire. The equipment was
subsequently replaced.
Redundancy and dispute settlement costs relate to actions taken by management to mitigate losses arising
from a commercial dispute with a customer.
The income from the termination of sales contracts arose on giving up the Sangral brand in the Middle East
market. 
Reorganisation redundancy costs and professional fees relate primarily to the departure of a main board
director and a senior divisional manager.
The disposal of assets by a joint venture relates to the disposal by Ou Alutaguse Turvas of peat and other
assets which realised a net profit of £105,000. William Sinclair Holdings plc 42
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007tintininuednued
8. Staff costs and directors’ emoluments
(a)  Staff costs 
2007 2006
£000 £000
Wages and salaries 6,509 7,042
Social security costs 624 473
Other pension costs (note 33) 713 536
7,846 8,051
Included in wages and salaries is a total expense of share-based payments of £23,000 (2006: £22,000) all of
which arises from transactions accounted for as equity-settled share-based payment transactions.
The average monthly number of employees during the year was made up as follows:
2007 2006
No. No.
Horticulture 278 293
Group management 6 6
284 299
(b)  Directors’ emoluments
The Group and Company consider the Directors to be the Key Management Personnel. Details of each
Director’s remuneration, pension contributions and share options are detailed in the Directors’
Remuneration Report on pages 18 to 20. The employee costs above include the following emoluments in
respect of the Directors of the Company:
2007 2006
£000 £000
Group and Company
Directors’ remuneration (including IFRS 2 share option charge) 426 603
Aggregate gains made by Directors on exercise of share options, – – William Sinclair Holdings plc 43
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007tintininued
9. Finance revenue
2007 2006
£000 £000
Bank interest receivable 11 29
10.Finance costs
2007 2006
£000 £000
Bank loans and overdrafts 310 317
Finance charges payable under finance leases and hire purchase contracts 10 10
Movement in discount on provisions 6 7
Finance cost of foreign exchange hedging – (24)
Finance costs 326 310
11.Taxation
(a) Tax on profit on ordinary activities
Tax charged in the income statement
2007 2006
£000 £000
Current income tax:
UK corporation tax – continuing operations 291 174
Amounts under provided in previous years 9 –
Total current income tax 300 174
Deferred tax:
Origination and reversal of timing differences – total deferred tax 19 7
Tax charge in the income statement 319 181
The tax charge in the income statement is disclosed as follows:
Tax expense on continuing operations 319 181
Tax relating to items charged or credited to equity
Deferred tax:
Actuarial gains and losses on pension schemes 790 640
Non qualifying property valuations (24) –
Net gain on revaluation of properties (125) 289
Tax charge in the statement of recognised income and expense 641 929 William Sinclair Holdings plc 44
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007tinued
11.Taxation (continued)
(b)  Reconciliation of the total tax charge 
The tax expense in the income statement for the year is lower than the standard rate of corporation tax in the
UK of 30% (2006 – 30%). The differences are reconciled below:
2007 2006
£000 £000
Accounting profit before income tax 1,446 840
Accounting profit multiplied by the UK standard rate of corporation
tax of 30% (2006 – 30%) 434 252
Expenses not deductible for tax purposes 42 26
Non- taxable income (44) –
Share of profits from joint ventures (60) (112)
Adjustments in respect of lower rates of corporation tax (46) (4)
Crystallisation of held over gains – 29
Adjustments to tax charge in respect of prior periods (7) (10)
Total tax expense reported in the income statement 319 181
(c)  Unrecognised tax losses 
A potential deferred tax asset of £315,000 (2006: £401,000) has not been recognised in respect of capital
losses carried forward which may be available for offset against future chargeable gains. 
(d)  Temporary differences associated with group investments
At 30 June 2007 there was no deferred tax liability (2006: £nil) for taxes that would be payable on the
unremitted earnings of the Group’s subsidiaries or its joint ventures as the Group can control the timing of
any such payment. The temporary difference associated with the investments in subsidiaries and joint
ventures is not a material amount. There are no income tax consequences attaching to the payment of
dividends by the Group to its shareholders.  William Sinclair Holdings plc 45
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007
11.Taxation (continued)
(e)  Deferred tax 
The deferred tax included in the balance sheet is as follows:
2007 2006
£000 £000
Deferred tax liability
Accelerated capital allowances (541) (551)
Revaluations of land and buildings (1,387) (1,512)
Short term timing differences 88 (35)
Pensions and post-employment benefits 646 1,599
Rolled over/held over gains (334) (363)
Share based payment 15 9
Deferred tax liability (1,513) (853)
The deferred tax included in the group income statement is as follows:
2007 2006
£000 £000
Deferred tax in the income statement
Accelerated capital allowances (10) (41)
Short term timing differences 35 55
Share based payment (6) (7)
Deferred income tax expense 19 7
Company
The deferred tax asset included in the balance sheet of the company is £48,000 (2006:£nil)
12.Loss attributable to members of the parent company 
The loss dealt with in the financial statements of the parent company is £1,082,000 (2006: £685,000).  William Sinclair Holdings plc 46
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007tined
13.Earnings per ordinary share 
Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary
equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity
holders of the parent (before deducting the cost of share based payments) by the weighted average number
of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that
would be issued under the company’s share option scheme. 
The following reflects the income and share data used in the basic and diluted earnings per share
computations:
2007 2006
£000 £000
Net profit attributable to equity holders of the parent – continuing operations 1,127 659
Cost of share based payments 17 15
Diluted net profit attributable to equity holders of the parent 1,144 674
2007 2006
No. No.
Basic weighted average number of shares 16,554 16,554
Dilutive potential ordinary shares:
Employee share options 530 561
Diluted weighted average number of shares 17,084 17,115
There have been no other transactions involving ordinary shares or potential ordinary shares between the
reporting date and the date of completion of these financial statements. William Sinclair Holdings plc 47
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007tin
13.Earnings per ordinary share (continued)
Earnings per share from continuing operations before exceptional items
The group presents as exceptional items on the face of the income statement, those material items of income
and expense which, because of the nature and expected infrequency of the events giving rise to them, merit
separate presentation to allow shareholders to understand better the elements of financial performance in
the year, so as to facilitate comparison with prior periods and to assess better trends in financial
performance. 
To this end, basic and diluted earnings per share is also presented on this basis and using the number of
ordinary shares for both basic and diluted amounts as per the table above. Net profit from continuing
operations before exceptional items and attributable to equity holders of the parent is derived as follows:
2007 2006
£000 £000
Net profit attributable to equity holders of the parent 1,127 659
Exceptional items after tax – attributable to equity holders of the parent (82) (103)
Net profit from continuing operations before exceptional items attributable to
equity holders of the parent 1,045 556
14.Dividends paid and proposed 
2007 2006
£000 £000
Declared and paid during the year:
Equity dividends on ordinary shares:
Final dividend for June 2006: 2.00p (June 2005– 2.00p) 331 331
Interim for June 2007: 1.00p (June 2006 – 1.00p) 165 165
Dividends paid 496 496
Proposed for approval by shareholders at the AGM:
Final dividend for June 2007: 2.5p (2006 – 2.00p) 414 331 William Sinclair Holdings plc 48
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007d
15.Property, plant and equipment 
Group Short 
Freehold Leasehold Plant and
Properties Property machinery Total
£000 £000 £000 £000
Cost or valuation:
At 1 July 2005 5,181 2,669 16,362 24,212
Additions 11 – 1,366 1,377
Disposals – – (2,882) (2,882)
Revaluations at 30 June 2006 576 241 – 817
At 1 July 2006 5,768 2,910 14,846 23,524
Additions 41 2 1,527 1,570
Disposals (289) – (325) (614)
Revaluations at 30 June 2007 – – – –
At 30 June 2007 5,520 2,912 16,048 24,480
Depreciation and impairment:
At 1 July 2005 – – 11,904 11,904
Provided during the year 55 92 820 967
Disposals – – (1,877) (1,877)
Eliminated on revaluations (55) (92) – (147)
At 1 July 2006 - - 10,847 10,847
Provided during the year 64 114 854 1,032
Disposals (2) – (297) (299)
Eliminated on revaluations – – – –
At 30 June 2007 62 114 11,404 11,580
Net book value at 30 June 2007 5,458 2,798 4,644 12,900
Net book value at 30 June 2006 5,768 2,910 3,999 12,677
Net book value at 1 July 2005 5,181 2,669 4,458 12,308
The net book value of plant and vehicles includes £201,000 (2006 - £231,000) in respect of assets held under
hire purchase and finance lease agreements. Depreciation charged in the year on those assets amount to
£30,000 (2006 - £30,000).
Included in the cost or valuation of freehold property is an amount of £2,428,000 (2006 - £2,560,000) relating
to land which has not been depreciated. William Sinclair Holdings plc 49
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007
15.Property, plant and equipment (continued)
All the Group’s freehold and leasehold properties were valued by external valuers, NAI Fuller Peiser,
Property Consultants and Chartered Surveyors, on 30 June 2006. The site at Bolton Fell and the Group’s peat
mosses in Scotland were valued as specialised operational properties on the basis of depreciated
replacement cost. The remaining properties were valued on an existing use basis. No value is attributed to
unharvested peat deposits contained within the relevant freehold and leasehold properties.
If the land and buildings were measured using the cost model, the carrying amounts would be as follows:
Freehold properties Short leasehold properties
2007 2006 2007 2006
£000 £000 £000 £000
Cost 4,391 4,718 1,831 1,829
Accumulated depreciation (860) (816) (1,023) (950)
Net carrying amount 3,531 3,902 808 879
Company Land and Plant and
buildings machinery Total
£000 £000 £000
Cost:
At 1 July 2005 22 75 97
Additions – – –
Disposals – (42) (42)
At 1 July 2006 22 33 55
Additions – – –
Disposals –
At 30 June 2007 22 33 55
Depreciation and impairment:
At 1 July 2005 – 40 40
Provided during the year – 9 9
Disposals – (28) (28)
At 1 July 2006 – 21 21
Provided during the year – 6 6
Disposals – – –
At 30 June 2007 – 27 27
Net book value at 30 June 2007 22 6 28
Net book value at 30 June 2006 22 12 34
Net book value at 1 July 2005 22 35 57 William Sinclair Holdings plc 50
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007d
16.Intangible assets
Group Computer
Software Goodwill Total
£000 £000 £000
Cost:
At 1 July 2005 518 1,072 1,590
Additions 25 – 25
Disposals (110) – (110)
At 1 July 2006 433 1,072 1,505
Additions 6 – 6
Disposals – – –
At 30 June 2007 439 1,072 1,511
Depreciation:
At 1 July 2005 418 – 418
Amortisation during the year 38 – 38
On disposals (110) – (110)
At 1 July 2006 346 – 346
Amortisation during the year 35 – 35
On disposals – – –
At 30 June 2007 381 – 381
Net book value at 30 June 2007 58 1,072 1,130
Net book value at 30 June 2006 87 1,072 1,159
Net book value at 1 July 2005 100 1,072 1,172
Company
The Company has no intangible assets.
Goodwill is subject to annual impairment testing (see note 17). Goodwill relates to the investment in
Freeland Horticulture Limited. William Sinclair Holdings plc 51
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007d
17.Impairment of goodwill and intangibles with indefinite lives 
All of the goodwill has arisen in respect of the Group’s acquisition of 50% of the share capital of Freeland
Horticulture Ltd in 2003. The recoverable amount of this goodwill is determined on a value in use basis using
cash flow projections based on the business plan of Freeland Horticulture Ltd for the following six years. 
The discount rate applied to the cash flow projections is 8.0%, which approximates to the Group’s weighted
average cost of capital.
The growth rate used to extrapolate the cash flows beyond 2014 is 3.0%. The board believes this growth rate
is justified based on the strong position of the business in its industry and ownership of the green waste
processing technologies the business has developed.
The calculation of value in use is most sensitive to these two assumptions. The margin by which value in use
exceeds the carrying value is significant and the directors believe that it is unlikely that sufficient change in
the above assumptions could occur to result in the carrying value exceeding the recoverable amount. 
On 20th July 2007 the Group acquired a further 37.5% at Freeland Horticulture Ltd as set in Note 35.
18.Investments 
Group 2007 2006
£000 £000
Investments accounted for using the equity method 777 858
Investment in joint ventures
The Group has a 50% interest in the following businesses:
Name of undertaking Description of shares held Country of Incorporation
Bark Products (Scotland) Limited* 2,500 Ordinary shares of £1 Scotland
Freeland Horticulture Limited* # 50 Ordinary shares of £1 England
* Held by a subsidiary undertaking. # See post balance sheet events note 35.
The share of the assets, liabilities, income and expenses of the jointly controlled entities at 30 June 2007 and
for the year then ended was as follows:
2007 2006
£000 £000
Share of the joint venture’s balance sheet:
Non-current assets 246 144
Current assets 1,154 1,497
Share of gross assets 1,400 1,641
Current liabilities 563 738
Non-current liabilities 60 45
Share of gross liabilities 623 783
Share of net assets 777 858 William Sinclair Holdings plc 52
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007d
18.Investments (continued)
2007 2006
£000 £000
Revenue 1,653 1,886
Operating expenses (1,440) (1,451)
Finance income 7 2
Profit before income taxes 220 437
Income tax expense (47) (63)
Share of post tax profits 173 374
Company – Investment in subsidiaries
£000 £000
Cost:
At 1 July 2006 18,333 18,333
Provision for diminution in value (12,444) (12,444)
At 30 June 2007 5,889 5,889
Details of the principal subsidiary undertaking are set out below. All of the issued share capital is held by
William Sinclair Holdings plc.
Name of company Description of shares held Nature of business
William Sinclair Horticulture Ordinary shares of £1 Manufacture and distribution of 
horticultural products
The above company is registered in England and Wales and operates principally in the United Kingdom.
The company accounts for its investments in subsidiaries and joint ventures using the cost model.
19.Trade and other receivables
Group Company
2007 2006 2007 2006
£000 £000 £000 £000
Trade receivables 10,302 10,683 6 5
Amounts owed by group undertakings – – 12,783 12,427
Amounts owed by associates – 272 – –
Corporation tax recoverable 91 – – –
Other debtors 253 252 15 239
Prepayments and accrued income 335 942 4 8
10,981 12,149 12,808 12,679 William Sinclair Holdings plc 53
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007d
20.Inventories
Group Company
2007 2006 2007 2006
£000 £000 £000 £000
Raw materials 2,750 3,016 – –
Finished goods and goods for resale 2,400 1,951 – –
5,150 4,967 – –
21.Cash and short-term deposits
Group Company
2007 2006 2007 2006
£000 £000 £000 £000
Cash at bank and in hand 335 153 156 152
Short-term deposits – – – –
335 153 156 152
Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made
for varying periods of between one day and three months depending on the immediate cash requirements
of the Group, and earn interest at the respective short-term deposit rates. The fair value of cash and cash
equivalents is £335,000 (2006: £153,000).
At 30 June 2007, the Group had available £3,000,000 (2006: £3,000,000) of undrawn committed borrowing
facilities in respect of which all conditions had been met. £3,000,000 (2006: £3,000,000) of these facilities
fall for review within one year.
For the purpose of the consolidated cash flow statement, cash and cash equivalents comprise the following
at 30 June:
Group Company
2007 2006 2007 2006
£000 £000 £000 £000
Cash at bank and in hand 335 153 156 152
Bank overdrafts – (133) (8,019) (6,420)
335 20 (7,863) (6,268) William Sinclair Holdings plc 54
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007dinued
22.Trade and other payables 
Current Group Company
2007 2006 2007 2006
£000 £000 £000 £000
Trade payables 5,205 5,198 23 49
Amounts owed to joint ventures 179 897 – –
Other payables 4,440 4,835 396 246
9,824 10,930 419 295
23.Financial liabilities 
Group Company
2007 2006 2007 2006
£000 £000 £000 £000
Current
Bank overdrafts - 133 8,019 6,420
Current obligations under finance leases and hire
purchase contracts (note 24) 47 47 – –
Current instalments due on bank loans 72 71 72 71
119 251 8,091 6,491
Group Company
2007 2006 2007 2006
£000 £000 £000 £000
Non-current
Non-current obligations under finance leases and
hire purchase contracts (note 24) 39 86 – –
Non-current instalments due on bank loans 598 671 598 671
637 757 598 671
Bank loans Group Company
Bank loans comprise the following: 2007 2006 2007 2006
£000 £000 £000 £000
£800,000 variable rate loan 2004 670 742 670 742
670 742 670 742
Less: current instalments due on bank loans (72) (71) (72) (71)
598 671 598 671
This loan is secured on land acquired in Lincoln in the year ended 30 June 2004 and is repayable in monthly
instalments which commenced in October 2005 and will continue until full repayment in September 2014.
The loan bears interest at LIBOR + 1.25%. William Sinclair Holdings plc 55
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007d
24.Obligations under leases and hire purchase contracts 
Obligations under finance leases and hire purchase contracts
The Group uses finance leases and hire purchase contracts to acquire plant and machinery. Future minimum
lease payments under finance leases and hire purchase contracts are as follows:
Group Group
2007 2006
£000 £000
Future minimum payments due:
Not later than one year – –
After one year but not more than five years 105 162
105 162
Less finance charges allocated to future periods (19) (29)
Present value of minimum lease payments 86 133
The present value of minimum lease payments is analysed as follows:
Not later than one year 47 47
After one year but not more than five years 39 86
86 133
The Company does not have any outstanding finance lease commitments.
Operating lease agreements where the group is lessee
The Group has entered into commercial leases on certain properties, motor vehicles and items of machinery.
These leases have an average duration of between 2 and 5 years. Some of the property lease agreements
contain an option for renewal, with such options being exercisable up to twelve months before the expiry
of the lease term at rentals based on market prices at the time of exercise. 
Future minimum rentals payable under non-cancellable operating leases are as follows:
Group Company
2007 2006 2007 2006
£000 £000 £000 £000
Not later than one year 82 21 – –
After one year but not more than five years 1,257 1,266 – –
After five years – – – –
1,339 1,287 – – William Sinclair Holdings plc 56
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007din
25.Provisions 
Group Moss
Reinstatement
£000
At 1 July 2006
Current –
Non-current 170
170
Arising during the year 13
Utilised –
Movement in discount rate 6
At 30 June 2007 189
Analysed as:
Current –
Non-current 189
189
The moss reinstatement provision is built up as peat is extracted. It is expected that the costs of
reinstatement will have been incurred within 11 years of the balance sheet date. The costs are discounted
to take account of the time value of money. William Sinclair Holdings plc 57
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007din
26.Financial instruments 
An explanation of the Group’s financial instrument risk management objectives, policies and strategies are
set out in the discussion of Treasury policies on pages 10 and 11 in the Operating and Financial Review. 
Group interest rate risk profile of financial assets and liabilities
The interest rate profile of the financial assets and liabilities of the Group as at 30 June 2007 and at 30 June
2006 and their weighted average effective interest rates are as follows:
As at 30 June 2007
Fixed rate Weighted More
average Within 1 1-2 2-3 3-4 4-5 than 5
effective year years years years years years Total
interest % £000 £000 £000 £000 £000 £000 £000
Obligations under finance
leases and hire
purchase contracts 8.3% – (86) – – – – (86)
Floating rate Weighted More
average Within 1 1-2 2-3 3-4 4-5 than 5
effective year years years years years years Total
interest % £000 £000 £000 £000 £000 £000 £000
Cash 3.5% 335 – – – – – 335
Bank overdraft 6.4% – – – – – – –
Bank loan 6.6% – – – – – (670) (670)
As at 30 June 2006
Fixed rate Weighted More
average Within 1 1-2 2-3 3-4 4-5 than 5
effective year years years years years years Total
interest % £000 £000 £000 £000 £000 £000 £000
Obligations under finance
leases and hire
purchase contracts 8.3% – – (133) – – – (133)
Floating rate Weighted More
average Within 1 1-2 2-3 3-4 4-5 than 5
effective year years years years years years Total
interest % £000 £000 £000 £000 £000 £000 £000
Cash 3.5% 153 – – – – – 153
Bank overdraft 5.6% (133) – – – – – (133)
Bank loan 5.8% – – – – – (742) (742) William Sinclair Holdings plc 58
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007dtinued
26.Financial instruments (continued)
Interest on financial instruments classified as fixed rate is fixed until the maturity of the instrument. The
other financial instruments of the Group that are not included in the above tables are non-interest bearing
and are therefore not subject to interest rate risk. 
Company interest rate risk profile of financial assets and liabilities
The interest rate profile of the financial assets and liabilities of the company as at 30 June 2007 and as at 30
June 2006 and their weighted average effective interest rates are as follows:
As at 30 June 2007
Floating rate Weighted More
average Within 1 1-2 2-3 3-4 4-5 than 5
effective year years years years years years Total
interest % £000 £000 £000 £000 £000 £000 £000
Cash 3.5% 156 – – – – – 156
Bank overdraft 6.4% (8,019) – – – – – (8,019)
Bank loan 6.6% – – – – – (670) (670)
As at 30 June 2006
Floating rate Weighted More
average Within 1 1-2 2-3 3-4 4-5 than 5
effective year years years years years years Total
interest % £000 £000 £000 £000 £000 £000 £000
Cash 3.5% 152 – – – – – 152
Bank overdraft 5.6% (6,420) – – – – – (6,420)
Bank loan 5.8% – – – – – (742) (742)
Credit risk
There are no significant concentrations of credit risk within the Group. The maximum credit risk exposure
relating to financial assets is represented by the carrying value as at the balance sheet date. 
Currency profile
The Group’s financial assets and liabilities at 30 June 2007 and at 30 June 2006 are denominated in sterling
with the exception of immaterial balances held in euros and US dollars.
Fair values of financial assets and financial liabilities
The fair value of fixed and floating rate financial assets and liabilities is estimated to be equivalent to book
value. The group and company have no derivative financial instruments at 30 June 2007 or 2006. The book
value of trade and other receivables and trade and other payables equate to fair values for the Group and
Company.
The Group and Company had no forward contracts to hedge expected purchases or sales in foreign
currencies at 30 June 2007. The Group has no hedges that meet the criteria of IAS39. William Sinclair Holdings plc 59
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007d
27. Authorised and issued share capital 
Group and company Authorised
2007 2006 2007 2006
No. No. £000 £000
Ordinary shares of 25p each 30,000,000 30,000,000 7,500 7,500
Allotted, 
called up and
fully paid
2007 2006 2007 2006
No. No. £000 £000
Ordinary shares of 25p each 16,554,046 16,554,046 4,139 4,139
28.Share-based payments 
Senior Executive Plan
Share options are granted to certain senior executives. The exercise price of the options is equal to the
average of the market price of the shares on the five days prior to the date of grant. Options are exercisable
not less than three and not more than ten years after the date of the grant and they may be exercised if and
when the Group’s earnings per share grows in the three years prior to exercise by more than the increase in
the Retail Prices Index. 
The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements
in, share options during the year.
2007 2007 2006 2006
No. WAEP No. WAEP
Outstanding as at 1 July 2006
1
605,000 £0.68 430,000 £0.75
Granted during the year – 175,000 £0.51
Expired during the year 90,000 –
Outstanding at 30 June 2007
1
515,000 £0.61 605,000 £0.68
Exercisable at 30 June 2007 nil nil
1  Included within this balance are options over 45,000 (2005:110,000) shares that have not been recognised
in accordance with IFRS 2 as the options were granted on or before 1 March 2000. These options have not
been subsequently modified and therefore do not need to be accounted for in accordance with IFRS 2.
For the share options outstanding as at 30 June 2007, the weighted average remaining contractual life is 7.40
years (2006: 5.85 years).
The weighted average fair value of options granted during the year was £nil (2006: £0.13). The range of
exercise prices for options outstanding at the end of the year was £0.51-£1.06 (2006: £0.51-£2.22). William Sinclair Holdings plc 60
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007dtnued
28.Share-based payments (continued)
The fair value of equity-settled share options granted is estimated as at the date of grant using a Black-
Scholes pricing analysis, taking into account the terms and conditions upon which the options were
granted. The following table lists the main inputs to the model used for the years ended 30 June 2006 and
30 June 2005. No options have been granted in the year ended 30 June 2007.
2006 2005
Expected share price volatility (%) 29.00 32.00
Historical volatility (%) 29.00 32.00
Risk-free interest rate (%) 4.16 4.20
Expected life of option (years) 3.00 3.00
The expected volatility reflects the assumption that the historical volatility is indicative of future trends,
which may not necessarily be the actual outcome.
No other features of options were incorporated into the measurement of fair value.
29.Reconciliation of movements in equity
Group Equity Share
share Revaluation Other based Retained
capital reserve reserves payments earnings Total
£000 £000 £000 £000 £000 £000
At 1 July 2005 4,139 2,855 1,699 6 2,810 11,509
Total recognised income 
and expense for the year – 675 – – 2,154 2,829
Depreciation transfer – (29) – – 29 –
Share-based payment – – – 22 – 22
Equity dividends paid – – – – (496) (496)
At 30 June 2006 4,139 3,501 1,699 28 4,497 13,864
At 1 July 2006 4,139 3,501 1,699 28 4,497 13,864
Total recognised income 
and expense for the year – 108 – – 2,841 2,949
Depreciation transfer – (43) – – 43 –
Share-based payment – – – 23 23
Equity dividends paid (496) (496)
At 30 June 2007 4,139 3,566 1,699 51 6,885 16,340 William Sinclair Holdings plc 61
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007dt
29.Reconciliation of movements in equity (continued)
Company Equity Share
share Other based Retained
capital reserves payments earnings Total
£000 £000 £000 £000 £000
At 1 July 2005 4,139 1,609 6 6,701 12,455
Total recognised income 
and expense for the year – – – (685) (685)
Share-based payment – – 22 – 22
Equity dividends paid – – – (496) (496)
At 30 June 2006 4,139 1,609 28 5,520 11,296
At 1 July 2006 4,139 1,609 28 5,520 11,296
Total recognised income 
and expense for the year – – – (1,002) (1,002)
Share-based payment – – 23 – 23
Equity dividends paid – – – (496) (496)
At 30 June 2007 4,139 1,609 51 4,022 9,821
Equity share capital
The balance classified as equity share capital represents the nominal value of ordinary 25p shares issued.
Other reserves
These reserves comprise a capital redemption reserve of £1,523,000 (2006: £1,523,000) and other reserve of
£176,000 (2006: £176,000).
Share based payments reserve
This reserve records the fair value of share based payments expensed in the income statement.
Revaluation reserve
This reserve arises from the periodic revaluation of the Group’s properties and is shown net of deferred tax
provided on the revalued element. William Sinclair Holdings plc 62
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007dtnued
30.Additional cash flow information
Analysis of group net debt
1 July Cash 30 June
2006 flow 2007
£000 £000 £000
Cash at bank an in hand 153 182 335
Overdrafts (133) 133 –
Loans (742) 72 (670)
Finance leases (133) 47 (86)
(855) 434 (421)
1 July Cash 30 June
2005 flow 2006
£000 £000 £000
Cash at bank an in hand 96 57 153
Overdrafts (997) 864 (133)
Loans (800) 58 (742)
Finance leases (205) 72 (133)
(1,906) 1,051 (855)
Analysis of company net debt
1 July Cash 30 June
2006 flow 2007
£000 £000 £000
Cash at bank and in hand 152 4 156
Overdrafts (6,420) (1,599) (8,019)
Loans (742) 72 (670)
(7,010) (1,523) (8,533)
1 July Cash 30 June
2005 flow 2006
£000 £000 £000
Cash at bank and in hand – 152 152
Overdrafts (4,892) (1,528) (6,420)
Loans (800) 58 (742)
Finance leases – – –
(5,692) (1,318) (7,010) William Sinclair Holdings plc 63
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007dtn
31.Capital commitments 
At 30 June 2007, amounts contracted for but not provided in the financial statements for the acquisition of
property, plant and equipment amounted to £227,000 for the group and £nil for the company (2006 – £nil
and £nil respectively).
32.Contingent liabilities 
Contingent liabilities exist in the form of guarantee bonds to H M Customs & Excise for a maximum
amount of £220,000 (2006 - £220,000).
The Company is party to an omnibus guarantee and set-off agreement in respect of its own and all other
Group company bank accounts. The net drawn down at 30 June 2007 was nil (2006 – nil).
33.Pensions and other post-retirement benefits 
The Group operates a Group Personal Pension Plan. The Group’s contributions are made on the basis of a
pre-defined scale related to the employees’ contributions.
The Group also operates a pension scheme which provides benefits on a defined benefit basis. This was
closed to new members on 18 November 1996. The assets of the scheme are held separately from those of
the Group. Scheme assets are stated at their market values at the respective balance sheet dates and
overall expected rates of return are established by applying published brokers’ forecasts to each category
of scheme assets. The Group’s contributions are determined by an independent qualified actuary, Buck
Consultants, on the basis of regular valuations using the projected unit credit method.
The assets and liabilities of the scheme at 30 June are:
2007 2006
£000 £000
Scheme assets at fair value
Equities 12,686 11,785
Property 905 –
Government stock 3,093 2,954
Corporate bonds 3,087 2,905
Cash 87 87
Fair value of scheme assets 19,858 17,731
Present value of scheme liabilities 22,161 (22,738)
Net pension liability (2,303) (5,007)
The amounts recognised in the Group Income Statement and in the Group Statement of Recognised Income
and Expense for the year are analysed as follows:
2007 2006
£000 £000
Recognised in Income Statement
Current service cost 494 493
Past service cost – –
Recognised in Income Statement 494 493 William Sinclair Holdings plc 64
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007dtntinued
33.Pensions and other post-retirement benefits (continued)
2007 2006
£000 £000
Expected return on scheme assets 1,189 1,094
Interest cost on scheme liabilities (1,177) (1,126)
Other finance income/(cost) 12 (32)
Taken to the Statement of Recognised Income and Expense
Actual return on scheme assets 2,094 2,014
Less: expected return on scheme assets (1,189) (1,094)
905 920
Other actuarial gains and losses 1,558 1,215
Actuarial gains/(losses) recognised in the
Statement of Recognised Income and Expense 2,463 2,135
2007 2006
% %
Main assumptions:
Rate of salary increases 2.5 2.5
Discount rate 5.2 5.2
Expected rates of return on scheme assets:
Equities 7.6 7.6
Government Stocks 4.7 4.7
Corporate bonds 5.2 5.2
Properties 7.6 7.6
Inflation assumption 2.5 2.5
The total charge to the Group Income Statement in respect of the defined benefit plan in the year to 30 June
2008 is expected to be £ 316,000 for the group and nil for the company. William Sinclair Holdings plc 65
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007dtn
33.Pensions and other post-retirement benefits (continued)
Changes in the present value of the defined benefit pension obligations are analysed as follows:
2007 2006
£000 £000
As at 1 July 22,738 23,232
Current service cost 506 493
Interest cost 1,177 1,126
Benefits paid (647) (897)
Actuarial gains and losses (1,558) (1,215)
Employee contributions 155 175
Expenses and life assurance premiums (210) (176)
As at 30 June 22,161 22,738
Changes in the fair value of plan assets are analysed as follows:
2007 2006
£000 £000
As at 1 July 17,731 15,983
Actual return on plan assets 2,094 2,014
Employer contributions 735 632
Contributions by employees 155 175
Benefits paid (647) (897)
Expenses and life assurance premiums (210) (176)
As at 30 June 19,858 17,731
History of experience gains and losses:
2007 2006 2005
£000 £000 £000
Fair value of scheme assets 19,858 17,731 15,983
Present value of defined benefit obligation (22,161) (22,738) (23,232)
Deficit in the scheme (2,303) (5,007) (7,249)
Experience adjustments arising on plan liabilities 1,558 1,215 (2,137)
Experience adjustments arising on plan assets 905 920 1,314
The cumulative amount of actuarial gains and losses recognised since 1 July 2004 in the group statement
of recognised income and expense is £3,775,000 (2006: £1,312,000) and in the company statement of
recognised income and expense is £nil (2006: £nil). The directors are unable to determine how much of
the pension scheme deficit recognised on transition to IFRSs and taken directly to equity of £6,524,000 in
the Group and £nil in the Company is attributable to actuarial gains and losses since inception of those
pension schemes. Consequently, the directors are unable to determine the amount of actuarial gains and
losses that would have been recognised in the group and company statements of recognised income and
expense before 1 July 2004. William Sinclair Holdings plc 66
NOTES TO THE FINANCIAL ST A TEMENTS
as at 30 June 2007dtninued
34.Related party transactions 
During the year the Company and its subsidiaries carried out transactions with related parties in the normal
course of business on an arms length basis. The names of the related parties, the nature of the transactions
and their value is shown below.
Group 2007 2006
Value of Outstanding Value of Outstanding
transactions at year end transactions at year end
£’000 £’000 £’000 £’000
Transactions with joint ventures:
Bark Products (Scotland) Limited:
Purchase of materials by Group companies 261 122 392 616
Freeland Horticulture Limited:
Purchase of materials by Group companies 200 57 428 281
The Company had no transactions with Bark Products (Scotland) Limited or Freeland Horticulture Limited
during the current or prior year.
35.Post balance sheet events
On 20 July 2007 William Sinclair Horticulture Limited increased its shareholding in Freeland Horticulture
Limited from 50% to 87.5% by the acquisition of 75 shares of 50p each from its former joint venture
partners. The consideration paid was £750,000 with a further £225,000 payable in cash over the next three
years if Freeland Horticulture Ltd achieves certain performance targets. William Sinclair Holdings plc 67
IFRS UK GAAP
Year to 30 June 2007 2006 2005 2004 2003
£’000 £’000 £’000 £’000 £’000 
Shareholders’ funds:
Ordinary shares of 25p each 4,139 4,139 4,139 4,139 4,139
Reserves 12,201 9,725 7,370 11,519 11,329
16,340 13,864 11,509 15,658 15,468
Profit and loss account:
Turnover 37,646 39,129 41,453 44,172 51,340
Operating profit
pre exceptional items 1,632 1,079 1,053 1,445 1,865
Exceptional items: 117 74 – – (13,129)
Operating profit
post exceptional items 1,749 1,153 1,053 1,445 (10,364)
Net interest payable (303) (313) (510) (295) (234)
Profit/(loss) before taxation 1,446 840 543 1,150 (10,598)
Taxation (319) (181) (124) (339) 15
Profit/(loss) for the financial year 1,127 659 419 811 (10,583)
Earnings/(loss) per share (basic) 6.8p 4.0p 2.5p 4.9p (50.3)p
Earnings per share before
exceptional items 6.3p 3.4p 2.5p 4.9p 5.2p
Ordinary dividend per share 3.5p 3.0p 3.0p 3.75p 6.0p
Dividend cover (times) 1.9 1.3 0.8 1.3 (10.6)
FIVE YEAR FINANCIAL SUMMARYdtniued William Sinclair Holdings plc 68
FINANCIAL CALENDARntinueded
Annual General Meeting 29 November 2007
Announcement of December 2007 interim results March 2008
Announcement of March 2008 interim results June 2008
Payment of 2008 interim dividend May 2008
Announcement of 30 September 2008 fifteen month results January 2009 William Sinclair Holdings plc 69
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the company will be held at the Bentley
Hotel, Newark Road, South Hykeham, Lincoln, LN6 9NH on Thursday 29 November 2007 at 11.00am for the
following purposes:
Resolutions
Ordinary business
To consider and if thought fit pass the following resolutions which will be proposed as ordinary resolutions:
1 To receive and adopt the Directors’ and Auditors’ reports and the financial statements for the year ended
30 June 2007.
2 To approve the Directors’ Remuneration Report for the year ended 30 June 2007.
3 To declare a final dividend.
4 To re-elect Mr B Burns a Director of the Company.
5 To re-elect Mr P Williams a Director of the Company.
6 To re-appoint Ernst & Young LLP as auditors to the Company and to authorise the Directors to fix the
remuneration of the Auditors.
Special business
To consider and if thought fit pass the following Resolutions which will be proposed as to Resolution 7 as
an Ordinary Resolution and as to Resolutions 8 and 9 as Special Resolutions:
7 That the Directors be and they are hereby authorised in accordance with Section 80 of the Companies
Act 1985 (“the Act) to exercise all the powers of the Company to allot relevant securities (within the
meaning of the said Section 80) of the Company up to a maximum aggregate nominal amount of
£1,000,000 such authority to expire at the end of the next Annual General Meeting of the Company after
passing of this Resolution or 31 January 2008 (whichever is the sooner).
8 That subject to the passing of Resolution 7 above, the Directors be and they are hereby empowered
pursuant to Section 95 of the Act to allot equity securities (as defined in Section 94 of the Act) pursuant
to the authority conferred by Resolution 7 above as if sub-section 1 of Section 89 of the Act did not apply
to any such allotment up to a maximum aggregate nominal amount of £200,000 such authority to expire
at the end of the next Annual General Meeting of the Company after the passing of this Resolution or on
31 January 2008 (whichever is the sooner) save that the Company may before such expiry make an offer
or agreement which would or might require equity securities to be allotted after such expiry and the
Directors may allot equity securities in pursuance of any such offer or agreement.
9 That the Company be and it is hereby authorised to make market purchases (within the meaning of Section
163(3) of the Act) on the London Stock Exchange up to an aggregate of 1,650,000 Ordinary Shares of 25
pence each in its capital at not more than £1.25 per share and not less than 25 pence per share (in each
case exclusive of expenses) provided that the price paid is not more than 5% above the middle market
quotation as derived from the London Stock Exchange Daily Official List and that the authority conferred
by this Resolution shall expire on the date (the Expiry Date) which is twelve months after the date of the
passing of this Resolution (except in relation to any purchase of shares pursuant to a contract concluded
before the Expiry Date and which might be executed wholly or partly after the Expiry Date).
26 September 2007 By Order of the Board
Firth Road P D Williams
Lincoln Secretary William Sinclair Holdings plc 70
NOTICE OF ANNUAL GENERAL MEETING
Note:
A member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and on a
poll to vote instead of him. A proxy need not also be a member of the Company. To be effective the enclosed form of
proxy and any power of attorney under which it is signed must be deposited with the Company’s registrars, Capital
Registrars, Registration Services, P O Box 25, Beckenham, Kent, BR3 4BR not less than 48 hours before the time appointed
for the holding of the above meeting.
Copies or particulars of the Directors’ service agreements will be available for inspection at the registered office of the
Company during normal business hours until the date of the annual general meeting and on that day at the place of the
meeting from 10.30am until its conclusion.
APPENDIX 1 TO THE NOTICE OF ANNUAL GENERAL MEETING
Special business to be transacted at the Annual General Meeting
Proposed general authority to allot shares and disapply pre-emption provisions
Before the Company can allot any unissued shares it is required to obtain authority from the shareholders in
general meeting and the authority given at the Annual General Meeting held on 9 November 2005 will
expire at the Annual General Meeting referred to herein. It is proposed that the authority continue to be
given on a yearly basis.
Your attention is drawn to Resolution 7 which is being proposed as an Ordinary Resolution and which
would give the Directors the authority to allot up to a nominal amount of £1,000,000 such authority to last,
as in previous years, until the end of the next Annual General Meeting or until 31 January 2008 whichever
is the sooner. This general authority to allot shares throughout the next year is deemed necessary to the
Company’s policy of making appropriate acquisitions and to provide versatility for the Company’s business.
Resolution 8, which must be passed as a Special Resolution, will give the Directors the authority to allot
shares (payment for which is made in cash) otherwise than in accordance with the pre-emption provisions
in the Companies Act 1985. This authority is limited to a nominal amount of £200,000 (which is
approximately 5% of the Company’s issued share capital) and is required to enable the Directors to make
small issues of shares for cash consideration should the same prove necessary.
Purchase of own shares
As in previous years, the Directors are seeking renewal of the required authority to make market purchases
of the Company’s shares. The Directors consider that it is in the shareholders’ best interest for the Board to
be given the flexibility to be able to apply available resources in a reduction of the number of ordinary
shares in issue in order to increase earnings per share.
It is therefore proposed that the Directors be authorised to make market purchases of the Company’s shares
up to 1,650,000 ordinary shares of 25 pence each (being approximately 10% of the existing issued share
capital) at a maximum price of £1.25 per share and a minimum price of 25 pence per share provided that the
price paid is not more than 5% above the middle market quotation as derived from the London Stock
Exchange Daily Official List. No purchase of shares will be made which could prejudice the listing of the
Company’s shares without prior shareholder approval. However, any shares actually purchased by the
Company will have their listing cancelled.
In order to obtain the appropriate authority it is necessary that a resolution be passed by shareholders in
general meeting. Resolution 9 will be proposed as a Special Resolution and the authority will last 12 months
from that date. The Directors intend to exercise the authority conferred by this resolution when appropriate
opportunities arise. William Sinclair Holdings plc 71
FORM OF PROXY
I/We (see note 1)                                                                                                                                     
of (address)
being a member of William Sinclair Holdings plc HEREBY APPOINT the Chairman of the Meeting or (see note 2)
as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held on
Thursday, 29 November 2007 and at any adjournment thereof.
Signature (see note 3) Date
Please indicate with an “X” how you wish your vote to be cast (see note 4).
For Against
Ordinary Resolution to receive and adopt the Directors’ and Auditors’ 
reports and the financial statements for the year ended 30 June 2007.
Ordinary Resolution to approve the Directors’ Remuneration Report.
Ordinary Resolution to declare a final dividend.
Ordinary Resolution to re-elect Mr B Burns a Director of the Company.
Ordinary Resolution to re-elect Mr P Williams a Director of the Company.
Ordinary Resolution to re-appoint Ernst & Young LLP as auditors to the 
Company and to authorise the Directors to fix their remuneration.
Special business
Ordinary Resolution to authorise the allotment of relevant securities.
Special Resolution, subject to passing Resolution 7 above, to authorise the 
allotment of equity securities other than pursuant to Section 89 of the 
Companies Act 1985.
Special Resolution to authorise the Company to make market purchases of 
its own shares.
Note:
1 The names of all holders should be stated in block capitals.
2 If it is desired to appoint a proxy other than the Chairman of the Meeting his/her name and address should be
inserted, the reference to the Chairman deleted and the alteration initialled. A proxy need not be a member of
the Company.
3 In the case of joint holders, the signature of one holder will be accepted. An individual should either sign
himself/herself or their attorney. A corporation should execute this form under its common seal or by its
attorney or duly authorised officer.
4 Unless otherwise indicated, the proxy will vote or abstain from voting as he/she thinks fit.
5 This Form of Proxy together with the Power of Attorney (if any) under which it is signed, or a duly certified copy
thereof must be lodged with the Company’s registrars, Capita Registrars, Proxies Department, P O Box 25,
Beckenham, Kent, BR3 4BR not less than forty-eight hours before the time appointed for the holding of the Meeting.
 Capita Registrars
Proxies Department
P O Box 25
Beckenham
Kent
BR3 4BR
BUSINESS REPLY SERVICE
Licence  No.  MB  122
1 1
Third Fold
First Fold First Fold
Second Fold William Sinclair Holdings plc
Registered No: 1392876
Directors
B P Burns
P D Williams
W Simpson*
P J Nuttall*
K S Piggott*†
* Non-executive
† Senior Independent Non-executive
Secretary
P D Williams
Auditors
Ernst & Young LLP
Lowgate House
Lowgate
Hull, HU1 1JJ
Bankers
Lloyds TSB Bank Plc
3rd Floor
25 Gresham Street
London, EC2V 7MN
Registrars
Capital Registrars
Northern House
Woodsome Park
Fenay Bridge, Huddersfield, HD8 0LA
Stockbrokers and Nominated Adviser
Arbuthnot Securities
Arbuthnot House
20 Ropemaker Street
London, EC2Y 9AR
Registered Office
Firth Road, Lincoln, LN6 7AH
CORPORATE INFORMATION William Sinclair Holdings plc
Firth Road • Lincoln • LN6 7AH
Telephone (01522) 537561
Facsimile (01522) 560648
www.william-sinclair.co.uk