INDITHERM plc
Annual Report
and
Financial Statements 2003 INDITHERM plc
Page
Inditherm at a glance 1
Directors and Advisers 2
Chairman’s Statement 3
Chief Executive’s review 5
Financial review 7
Directors and Board Committees 8
Statement of Corporate Governance 9
Remuneration report 11
Statement of directors’ responsibilities 12
Report of the directors 13
Independent auditors’ report 15
Consolidated profit and loss account 17
Consolidated balance sheet 18
Company balance sheet 19
Consolidated cash flow statement 20
Notes to the financial statements 21
Five year summary 32
Notice of Annual General Meeting 33
Form of proxy 35
Contents 1
Based near Rotherham, South Yorkshire, Inditherm designs and manufactures heating solutions
using the Company’s innovative low voltage polymer. The technology provides a flexible heating
material that can achieve a surface temperature of up to 120ºC, powered by a low voltage (6v-48v))
power supply. Applications for the technology are wide spread, though the business is focused on
key markets which will enable the establishment of a premium brand for heated products. To
achieve this goal the Company is organised into the following operating groups.
Specialises in heating solutions for critical temperature management and frost protection for
pipelines and storage containers. Principal markets include confectionery, utilities, food and
chemical processing. Recent applications also include large scale storage and under pitch heating
systems. Inditherm provides a complete solution of design, build and installation.
Specialises in heating solutions for maintaining core body temperature and improving infection
and wound treatment, plus the Speedheat range of physiotherapy products. The Inditherm range
of Operating Theatre products combine effective patient warming performance with reduced
operating costs to hospitals throughout the UK.
Specialises in heating solutions for third party partners to incorporate into existing or new end user
products. Examples of products developed to date include heated inserts for steering wheels,
pizza delivery bags and pharmaceutical transportation.
Formed in November 2002, to handle the development and market exploitation of using the
Inditherm technology for various concrete curing applications, working in conjunction with
Sheffield Hallam University, School of Construction.
1
INDITHERM at a glance 2
INDITHERM plc
Directors M S Abrahams (Chairman)
C R Tarry
P J O’Grady
J H Markham
I D Smith
Secretary and I D Smith, Inditherm House, Houndhill Park, Bolton Road,
registered Wath upon Dearne, Rotherham, S63 7JY
office
Company 3587944
number
Accountants and Tenon Limited, Charnwood House, Gregory Boulevard,
business advisers Nottingham, NG7 6NX
Auditor Blueprint Audit Limited, Charnwood House, Gregory Boulevard,
Nottingham, NG7 6NX
Bankers HSBC, Montgomery Road, Wath Upon Dearne, Rotherham, S63 7QW
Nominated Collins Stewart Limited, 8th Floor, 88 Wood Street, London, EC2V 7QR
adviser and
broker
Legal advisers Freethcartwright, Cumberland Court, 80 Mount Street,
Nottingham, NG1 6HH
Registrars Capita IRG Plc, Bourne House, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU
INDITHERM plc
Directors and Advisers 3
Introduction
In our interim statement I referred to the increase in level of orders for our Industrial
products. I am pleased to be able to report that this improvement in business,
continued in the second half of the year. In particular, the activity in December
increased as anticipated to generate the company’s first month in Operating Profit.
During the year significant organisation and product changes have been made. These
changes are starting to be reflected in improved product sales. We have strengthened
our industrial sales operation with additional sales resource and recovered access to
the medical market by exiting the exclusive distribution agreement.
The successful fund raising in December puts the Company in a strong position to
build on the improvements made to accelerate the rate of growth.
Results for the year
Turnover for the year reduced by 9.8% to £616,000 (2002: £683,000). After adjusting for
one off exclusivity payments, received in 2002, like for like product sales increased by
27%.
Sales in the second half year grew 68%, compared with the same period last year,
arising from both increased enquiry levels and improved conversion rates.
Control of the cost base kept administrative expenses (before exceptional items) 16%
below 2002 at £951,000 (2002: £1,134,000), leaving an operating loss before exceptional
items of £684,000 (2002: £981,000). After restructuring and exceptional costs of £134,000
and net interest income of £16,000 (2002: £42,000) the loss before tax was £802,000 (2002:
£739,000).
As a result of the fund raising completed at the end of 2003 the year end cash balance
was £5,047,000 (2002: £897,000).
Dividends
I have previously reported the Board’s intention to devote the Company’s financial
resources to business development. This intention, which the Board believes to be in
the shareholders’ best interest, has been pursued during 2003 and will continue for the
foreseeable future. Therefore the Board does not expect to declare a dividend during
the Company’s continuing formative period.
Management
As announced in January 2004, Ian Smith has joined the Board as Finance Director.
In planning for the next phase of growth we will strengthen the operational
management team further by appointing divisional managers to head up the Industrial
and Medical groups.
Chairman’s Statement 4
INDITHERM plc
Employees
We continue to invest in and expand our work force to ensure that we have the
appropriate skill levels to meet the increasing level of business activity . On behalf of the
Board I thank all of our staff most sincerely for their sustained support.
Outlook
We have commenced the year with a strong level of enquiries in the Industrial market.
This will fuel the growth as expected at the time of the fund raising. These prospects
are enhanced with the opportunity of providing under pitch heating to sports grounds
following a recent order from Falkirk Community Stadium.
Our medical business has been restructured following the exit from the exclusive
distribution agreement. Direct sales are being achieved within the UK for our
Operating Theatre and Physiotherapy products.
Following the successful fund raising we are well positioned to invest in the business
to accelerate the rate of growth seen in the second half of 2003. We have therefore taken
the opportunity to increase selling resources with the introduction of new people and
further marketing support.
With the focus on Industrial and Medical, the Custom Products group has become a
lower priority, whereby we respond reactively to enquiries.
Overall, we expect healthy sales growth and further development of the infrastructure
of the business in 2004.
MARK ABRAHAMS
Chairman
24 March 2004
Chairman’s Statement (continued) 5
Introduction
Last year saw significant changes in our products, access to market and organisation.
The restructuring has been necessary to establish the platform to exploit our
technology and provide a firm basis for growth in the future. The fund raising in
December will enable our core activities of Industrial and Medical to grow into
sustainable business units, whilst continuing the development of new applications to
provide a broader market base for the longer term.
Industrial solutions
Sales of industrial products increased by 116% over the previous year as a result of the
stronger performance in the second half of the year. The technology has now been
accepted in a wide range of industries for both process and storage applications. Our
sales team has been strengthened further in the last quarter to provide greater selling
resource for the UK market.
During the year we have established the technology for use on large storage vessels
used in both internal and external applications. We have continued to build our
product portfolio with the addition of certification for zone 2 hazardous areas and the
development of under soil heating systems for sports applications.
Although we are making strong progress in the industrial sector, the conversion time
between enquiry and orders remains long, due to the investment climate for capital
equipment. By broadening our customer and application base we will continue to
grow the level of opportunities to support a sustainable business.
Medical products
Medical sales reduced significantly as a result of distributor issues during 2003. As
reported in our interim results, we have renegotiated the distributor arrangements,
returning access of the market to the Company. In the last quarter we commenced the
task of re-establishing ourselves in the market with our range of patient warming
products.
Backed by a growing body of clinical evidence that supports the use of our technology,
we are starting to secure business in the UK market. The products are being accepted
as a viable alternative to traditional means of patient warming and will benefit from
the general trend away from disposable products on the grounds of hygiene and cost.
Custom products
Sales continue to make steady progress. All products in the group are now in
production, albeit at low levels, as our partners establish their products in the
respective markets of automotive, pharmaceutical and food delivery systems.
Development of new applications has been slowed to enable our in house resources to
concentrate on the Industrial and Medical sectors.
Chief Executive’s Review 6
INDITHERM plc
Outlook
We will continue to focus on our core activities of industrial and medical, investing in
both business units to accelerate growth and to strengthen the management and sales
teams. They will be supported by a wider marketing effort to increase our profile and
demand.
Whilst our priorities lay with industrial and medical, further development in the
custom and construction groups will be continued on a reactive basis.
The demands of large projects, such as the under soil pitch heating, will enable us to
improve our manufacturing techniques in order to yield greater production
efficiencies. We will continue to make small capital investments in our production
facility to enable the scaling up of the manufacturing process to meet increased
demand.
We look forward to the challenges of growth and establishing Inditherm at the
forefront of our markets. This year will see the business take significant strides forward
in exploiting our technology.
COLIN TARRY
Chief Executive
24 March 2004
Chief Executive’s Review (continued) 7
Trading results
Industrial Sales in the second half showed an increase of 224% over the first half and
116% over last year. The customer and industry base continues to broaden.
Medical Sales were severely restricted by distributor issues but should now return to
growth.
Margins in the second half benefited from additional volume and pricing
improvements. As a result year on year margins increased from 21% to 43% before
exceptional items.
Total administration expenses before exceptional items were reduced through the tight
cost containment that was in existence during the year, £951,000 compared with
£1,134,000 in 2002. In the year ahead the business will incur additional investment costs
in the Industrial and Medical operations.
The operating loss before exceptional items of £684,000 is a reduction of £297,000 on the
same period last year.
Exceptional costs of £134,000 have resulted from the reorganisation of the finance
function (£89,000) and a provision as part of the renegotiation of the Medical
distribution arrangement (£45,000).
Cash resources generated net interest income for the year of £16,000 (2002: net income
£42,000), giving a pre tax loss of £802,000 (2002: £739,000).
Cash resources and net assets
Net cash outflow from operations for the year was £501,000 (2002: £855,000), reflecting
the operating loss incurred plus a £230,000 reduction in working capital.
The funds generated from the placing (£ 4.71 million net of expenses) were received on
18 December 2003 and have been placed on short term deposits with AA rated banks
until required by the business.
Capital expenditure during the year was £33,000 (2002: £318,000).
Net funds at the year end after deduction of hire purchase and factoring liabilities were
£4.99 million (2002: £738,000). Cash and short term deposits totalled £5.04 million
(2002: £897,000). The £250,000 current asset investment is partly used as security for
our current premises.
Shareholder funds amounted to £5.41 million (2002: £1.48 million), reflecting the
retained deficit for the year and the £4.71 million raised from the Placing and Open
offer.
Taxation
As the Company has continued to incur trading losses no corporation tax liability has
yet arisen. Accumulated tax losses to the end of 2003 of £1.68 million (2002: £1.1
million) are available which should be recoverable against future trading profits. The
Company’s continuing investment in research and development has given rise to a tax
credit provision of £16,000 in the year on qualifying expenditure.
IAN D SMITH
Finance director
24 March 2004
Financial Review 8
INDITHERM plc
Directors
Mark Abrahams (Aged 49, Chairman) *
Mark is currently the chief executive of Fenner Plc and was formerly non executive
chairman of the Darby Group Plc. At Fenner he led a strategy of converting the group
from a power transmissions manufacturer to a world leader in reinforced polymers. He
is a Chartered Accountant and a Companion of the Institute of Management.
Colin Tarry (Aged 44, Chief Executive)
Colin joined the company in 1999 and became Chief Executive in 2003. He has
extensive experience in growing technology businesses in international markets. A
production engineer by training, he has 15 years experience at board level in successful
turnaround and start up businesses in both the UK and USA. He also has been a
member of group acquisition and strategy panels for technology divisions of Penny
and Giles Plc and Bowthorpe Plc.
Patrick O’Grady (Aged 60, Executive Director)
Patrick is an engineer by training and has been involved in engineering companies for
most of his working life including running PJO Industrial Limited which provides
equipment and services to utility companies principally electronic, hydraulic and
mechanical repair and calibration. He has been closely involved in the development of
Inditherm over several years using the resources of PJO Industrial Limited prior to
founding the Company in 1998. PJO Industrial Limited is a company which is
controlled by Mr O’Grady.
Ian Smith (Aged 47, Finance Director)
Ian joined the Company in January 2004. He is a Chartered Accountant and qualified
Corporate Treasurer and has over 25 years international industrial experience gained
at both group and operating company level in a wide range of industries. Ian has most
recently been Finance Director for Portakabin Ltd and Holset Engineering Co Ltd the
turbocharging division of Cummins Engine Co Inc.
John Markham OBE (Aged 57) *
John joined the company in March 2002. He has a degree in chemical engineering, is a
Chartered Engineer and is also a Fellow of the Institute of Chemical Engineers. He was
awarded the OBE in 1995 for services to British industry. After spending 20 years with
I.C.I. followed by a period at Albright and Wilson, he became Chief Executive of
Hickson International PLC. John is currently Chief Executive of C6 Solutions Ltd.
* Non-executive
Board committees
The principal standing committees appointed by the Board are as follows:
Audit committee Remuneration committee Nomination committee
Mark Abrahams Chairman John Markham Chairman Mark Abrahams Chairman
John Markham Mark Abrahams John Markham
Colin Tarry
Directors and Board Committees 9
The Board is committed to high standards of corporate governance in relation to its size
and sets out below details of how it has applied those provisions considered
appropriate to the company’s circumstances:
Board composition
The Board has three executive directors and two independent non-executive directors.
Details of the Board members appear on page 8.
The Board meets regularly throughout the year and has a formal schedule of matters
specifically reserved for its decision.
The non-executive directors are considered by the Board to be independent of
management and free from any relationship which could materially interfere with the
exercise of their independent judgement. They receive a fixed fee for their services. 
If required, the directors are entitled to take independent legal advice and if the Board
is informed in advance, the cost of the advice will be reimbursed by the Company. The
Company Secretary’s services are available to all members of the Board.
Due to the current size of the Company the roles of Finance Director and Company
Secretary are carried out by one person.
Board committees
The Board has three standing committees, the membership of which is set out on
page 8.
Audit Committee
The Audit Committee meets as required, but at least twice a year. In addition to
reviewing the annual report and financial statements and the interim statement prior
to their submission to the Board for approval, it keeps the scope, cost effectiveness,
independence and objectivity of the external auditors under review. This includes
monitoring the level of non-audit fees.
The committee routinely meets for private discussion with the external auditors, who
attend its meetings, as required.
Remuneration Committee
The report of the Remuneration Committee is set out on page 11.
Nomination Committee
The Nomination Committee considers succession planning, reviews the structure, size
and composition of the Board and nominates candidates to fill Board vacancies.
Board appointments
Following nominations from the Nomination Committee any decision to appoint
further directors to the Board is a decision taken by the entire Board in formal meeting.
Where necessary new members of the Board will be provided with appropriate
training in respect of their role and duties as a public company director. 
Statement of Corporate Governance 10
INDITHERM plc
Relations with shareholders
The company places a great deal of importance on communication with its
shareholders.
John Markham has been identified as the Company’s Senior Independent Director. He
is available to shareholders who wish to raise any concerns that they have been unable
to resolve through other channels and to attend meetings between management and
major investors.
The notice of the AGM will be sent to shareholders at least 21 working days before the
meeting. At the forthcoming AGM, the company will indicate the level of proxy voting
and members of the Board committees will be available to answer questions.
Internal control
The directors acknowledge their responsibility for the group’s systems of internal
control.
The group maintains systems of internal control to provide reasonable but not absolute
assurance against material misstatement or loss.
The directors acknowledge that improvements in the control environment have been
limited but are confident that, following the restructuring of the finance function,
continuous action will be taken to strengthen and extend the level of controls in
operation.
The system of internal control is structured around an assessment of prioritisation of
the various risks to the business. The control environment is designed to address
particularly those risks that the Board consider to be material to the business, in
safeguarding the assets against unauthorised use or disposition and maintaining
proper accounting records which produce reliable financial information.
The Board has reviewed the effectiveness of the system of internal control for the
accounting period and the period to the date of approval of the financial statements.
The key features of the group’s systems of internal control are as follows:
 An ongoing process of risk assessment to identify, evaluate and manage business
risks.
 Management structure with clearly defined responsibilities and authority limits.
 A comprehensive system of reporting financial results to the Board.
 Quality control systems certified under ISO 9001.
 Appraisal and authorisation of capital expenditure.
The Company does not currently operate an internal audit function. The Board keeps
this requirement under review in relation to the size and complexity of the business.
Going concern
After making enquiries, the directors have a reasonable expectation that the company
has adequate resources to continue in operational existence for the foreseeable future.
For this reason, the going concern basis has been adopted in preparing the financial
statements.
Statement of Corporate Governance (continued) 11
Composition
The members of the Remuneration Committee (“The Committee”) are set out on
page 8. The Committee is responsible for the determination of the remuneration policy
of the company’s executive directors and senior executives.
Details of each individual director’s remuneration and share options are included in
note 4 to the financial statements and those of directors’ shareholdings are set out in
the Report of the Directors.
Policy on remuneration of executive directors and senior executives
Remuneration policy
The Committee endeavours to offer competitive remuneration packages which are
designed to attract, retain and motivate executive directors and senior executives of the
highest calibre. Packages are reviewed each year to ensure that they are in line with the
group’s business objectives. No director participates in decisions about their own
remuneration package.
As a result of difficult trading conditions during 2003 the Directors volunteered to
accept pay cuts of up to 10%. This has now been reviewed and Mr Tarry’s salary has
been increased by 5% with effect from 1 January 2004 with the remaining 5% being
payable based on defined performance targets being achieved.
The main components in determining pay are:
 Basic salary/fees and benefits
Salary ranges are reviewed annually and when an individual changes position or
responsibility. Benefits comprise the provision of a vehicle allowance and private
health insurance.
 Annual bonus
Annual performance targets for executive directors are set for both the short and
long term. The bonus scheme includes individual objectives and targets linked to
the group’s performance for its key performance indicators. The maximum
potential payment for the annual bonus is 50% of basic annual salary, excluding
benefits in kind and pension contributions, although additional bonuses may be
paid for the achievement of particular strategic goals.
 Executive share options schemes
Share options are granted to Executive directors to encourage its participants to
deliver sustained long term growth.
Except in exceptional circumstances the value of options granted in any year will
not exceed one times basic salary and the total value of options outstanding will not
exceed four times salary.
Service contracts
C R Tarry and P J O’Grady have service contracts requiring 12 months written notice
given by either party . I D Smith has a service contract requiring 6 months written notice
by either party.
Remuneration Report 12
Directors’ pension policy
Executive directors under the terms of service contracts are entitled to receive pension
contributions of up to 5% of salary. Due to the difficult trading conditions during the
year the Executive directors volunteered to waive this entitlement. Details of payments
made are reported in note 4 on page 23. In the case of Mr Tarry the pension entitlement
was reinstated with effect from 1 January 2004.
Non-executive directors
The remuneration for the non-executive directors consists of fees for their services in
connection with board and board committee meetings and, where relevant, for
additional services such as chairing a board committee. They are not eligible for
pension scheme membership and do not participate in any of the group’s bonus or
incentive schemes. The non-executive directors have letters of appointment for a fixed
period of 2 years.
The non-executive directors do not participate in decisions about their own terms of
appointment or remuneration package.
Mr Abrahams letter of appointment was renewed after the expiry of the first two year
period on 19 November 2003 with Directors fees at the rate of £35,000 per annum.
Mr Markham’s letter of appointment was renewed after the expiry of the first two year
period on 14 March 2004 with Directors fees at the rate of £22,500 per annum.
J H MARKHAM
Chairman, Remuneration Committee
24 March 2004
INDITHERM plc
Company law requires the directors to prepare financial statements for each financial
year which give a true and fair view of the state of affairs of the group and company
and of the profit or loss of the group for that year. In preparing those financial
statements, the directors are required to:
 select suitable accounting policies and then apply them consistently;
 make judgements and estimates that are reasonable and prudent;
 state whether applicable accounting standards have been followed subject to any
material departure disclosed and explained in the financial statements; and
 prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the group will continue in business.
The directors are responsible for keeping proper accounting records which disclose
with reasonable accuracy at any time the financial position of the group and to enable
them to ensure that the financial statements comply with the Companies Act 1985.
They are also responsible for safeguarding the assets of the group and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
Statement of Directors’ Responsibilities
Remuneration Report (continued) 13
The directors present their report together with the group’s audited financial
statements for the year ended 31 December 2003.
Results and dividends
The profit and loss account is set out on page 17 and shows the result for the year.
The directors do not recommend the payment of an ordinary dividend.
Principal activity and business review
The principal activity of the group is the manufacture, sale, installation and licensing
of specialised heating materials. A review of the group’s development during the year
and its prospects are given in the Chairman’s Statement on page 3.
Research and development
The group continues to invest in research and development, the costs of which have
been expensed to the profit and loss account.
Directors
The directors of the Company during the year and their interests in the ordinary share
capital of the Company were:
Ordinary Ordinary
shares shares
of lp each of lp each
2003 2002
Number Number 
M S Abrahams 151,546 25,773
C R Tarry 297,500 277,500
P J O’Grady 3,489,536 3,449,536
J H Markham 14,366 7,183
K A Lees (resigned 16 January 2004) – –
222 222
I D Smith was appointed as a director on 16 January 2004.
Substantial interests
At 18 March 2004 the Company had been notified of the following interests (excluding
the interests of the directors) which amounted to 3% or more of the issued capital of the
Company.
Shareholder Number of Percentage
shares holding
Axa 2,952,085 14.0%
Cazenove Fund Management Limited 2,732,500 13.0%
RBSI Custody Bank 1,782,085 8.5%
Brymarc Limited 1,229,000 5.8%
Allianz Cornhill Insurance plc-Equity fund 1,153,128 5.5%
Schroder UK Smaller Company Fund 890,000 4.2%
Aviva 650,000 3.0%
222 222
Report of the Directors
For the year ended 31 December 2003 14
INDITHERM plc
Charitable and political donations
During the year the group made no charitable or political donations.
Creditor payment policy and practice
It is normally the group’s policy to settle all trade creditors within the normal
commercial terms of trade agreed with each supplier. In 2003 the group failed to apply
this policy consistently although this situation has been rectified from January 2004.
The number of days purchases represented by trade creditors at the year end was 78
(2002: 56).
Re-appointment of Auditors
A resolution to re-appoint Blueprint Audit Limited as the Company’s auditors will be
proposed at the Annual General Meeting.
Special Business
 Resolution 5 in the Notice of Annual General Meeting on page 33 renews the
authority of the Directors to allot relevant securities. The nominal amount of
securities to which the authority relates is £15,000, which represents approximately
7% of the Company’s current issued share capital. This authority will expire at the
earlier of either the 2005 Annual General Meeting or 15 months from the date the
Resolution is passed. The Directors have no present intention of exercising this
authority.
 Resolution 6 waives the statutory pre-emption rights under s.89 of the Companies
Act 1985 in respect of the allotment of equity securities for cash. The nominal
amount of equity securities which may be issued without being offered to existing
shareholders is £15,000, as noted above for Resolution 5. There is no present
intention to make any such allotment of equity securities, but the Directors
consider it desirable to maintain the flexibility afforded by this power.
 The Directors believe that both of the above Resolutions are in the best interests of
the Company and shareholders and they therefore recommend shareholders’ to
vote in favour of the Resolution.
By order of the Board
I D SMITH
Secretary
24 March 2004 15
We have audited the financial statements of Inditherm plc for the year ended
31 December 2003 which comprise the consolidated Profit and Loss Account,
consolidated Balance Sheet, company Balance Sheet, Consolidated Cash Flow
Statement and the related notes. These financial statements have been prepared under
the historical cost convention and 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 auditor’s report and for no other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to anyone other than the company and
the company’s members as a body, for our audit work, for this report, or for the
opinions we have formed.
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the Annual Report and the financial
statements in accordance with applicable law and United Kingdom Accounting
Standards 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 United Kingdom Auditing Standards.
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 if, in our opinion, the Directors’ Report is not consistent with the financial
statements, if the company has not kept proper accounting records, if we have not
received all the information and explanations we require for our audit, or if
information specified by law regarding directors’ remuneration and transactions with
the company 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 Directors’ Report, the Chairman’s Statement, the Chief Executive’s review, the
Financial review, the Director and Board Committees, the Statement of Corporate
Governance and the Remuneration Report. We consider the implications for our report
if we become aware of any apparent misstatements or material inconsistencies with the
financial statements. Our responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom Auditing Standards
issued by the Auditing Practices Board. An audit includes examination, on a test basis,
of evidence relevant to the amounts and disclosures in the financial statements. It also
includes an assessment of the significant estimates and judgements made by the
directors in the preparation of the financial statements, and of whether the accounting
policies are appropriate to the group’s circumstances, consistently applied and
adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we consider necessary in order to provide us with sufficient
evidence to give reasonable assurance that the financial statements are free from
material misstatement, whether caused by fraud or other irregularity or error. In
forming our opinion we also evaluated the overall adequacy of the presentation of
information in the financial statements.
Independent Auditors’ Report to the shareholders of
Inditherm plc 16
INDITHERM plc
Opinion
In our opinion the financial statements give a true and fair view of the state of the
affairs of the company and the group as at 31 December 2003 and of the result of the
group for the year then ended and have been properly prepared in accordance with the
Companies Act 1985.
BLUEPRINT AUDIT LIMITED
Chartered Accountants
and Registered Auditor
24 March 2004
Independent Auditors’ Report to the shareholders of
Inditherm plc (continued) 17
2003 2002
Notes £’000 £’000
T urnover 2 616 683
Cost of sales (349) (330)
111 111
Gross profit 267 353
Administrative expenses (1,085) (1,134)
Operating loss before exceptional items (684) (981)
Exceptional (costs)/income 5 (134) 200
111 111
Operating loss 5 (818) (781)
Interest receivable 23 49
Interest payable 6 (7) (7)
111 111
Loss on ordinary activities before taxation (802) (739)
Taxation credit from loss on ordinary activities 7 16 22
111 111
Sustained deficit for the year 19 (786) (717)
222 222
Loss per share - basic and diluted 8 (7.2)p (6.8)p
222 222
All amounts relate to continuing activities.
All recognised gains and losses are included within the profit and loss account.
Consolidated Profit and Loss Account
For the year ended 31 December 2003
The notes on pages 21 to 31 form part of these financial statements. 18
INDITHERM plc
2003 2002
Notes £’000 £’000 £’000 £’000
Fixed assets
Intangible assets 9 69 84
Tangible assets 10 309 386
111 111
378 470
Current assets
Stocks 12 69 63
Debtors 13 572 282
Investment 14 250 250
Cash at bank and in hand 5,047 897
111 111
5,938 1,492
Creditors: amounts falling due within
one year 15 (635) (435)
111 111
Net current assets 5,303 1,057
111 111
Total assets less current liabilities 5,681 1,527
Creditors: amounts falling due after more
than one year 16 (21) (46)
Provision for liabilities and charges 17 (250) –
111 111
Net assets 5,410 1,481
222 222
Capital and reserves - equity
Called up share capital 18 211 105
Share premium 19 7,409 2,800
Other reserve 19 50 50
Profit and loss account 19 (2,260) (1,474)
111 111
Shareholders’ funds 20 5,410 1,481
222 222
Approved by the Board on 24 March 2004 and signed on its behalf by:
C R TARRY I D SMITH
Director Director
Consolidated Balance Sheet
at 31 December 2003
The notes on pages 21 to 31 form part of these financial statements. 19
2003 2002
Notes £’000 £’000 £’000 £’000
Fixed assets
Tangible assets 10 309 386
Investments 11 – –
111 111
309 386
Current assets
Stocks 12 69 63
Debtors: amounts falling due within one year 13 572 282
Debtors: amounts falling due after
more than one year 13 974 988
Investment 14 250 250
Cash at bank and in hand 5,046 896
111 111
6,911 2,479
Creditors: amounts falling due within
one year 15 (635) (435)
111 111
Net current assets 6,276 2,044
111 111
Total assets less current liabilities 6,585 2,430
Creditors: amounts falling due after
more than one year 16 (21) (46)
Provision for liabilities and charges 17 (250) –
111 111
Net assets 6,314 2,384
222 222
Capital and reserves - equity
Called up share capital 18 211 105
Share premium 19 7,409 2,800
Other reserve 19 50 50
Profit and loss account 19 (1,356) (571)
111 111
Shareholders’ funds 20 6,314 2,384
222 222
Approved by the Board on 24 March 2004 and signed on its behalf by:
C R TARRY I D SMITH
Director Director
Company Balance Sheet
at 31 December 2003
The notes on pages 21 to 31 form part of these financial statements. 20
INDITHERM plc
2003 2002
Notes £’000 £’000 £’000 £’000
Net cash outflow from operating activities 21 (501) (855)
Returns on investments and servicing
of finance
Interest received 23 49
Interest paid (1) (2)
Interest element of hire purchase payments (6) (5)
111 111
Net cash inflow from returns on investments
and servicing of finance 16 42
Taxation received 22 –
Capital expenditure and financial investment
Purchase of tangible fixed assets (33) (318)
Sale of tangible fixed assets 38 10
Purchase of current asset investment 14 – (250)
111 111
Net cash inflow/(outflow) from capital 
expenditure and financial investment 5 (558)
111 111
Net cash outflow before management of
liquid resources and financing (458) (1,371)
Management of liquid resources
(Increase)/decrease in cash on
short-term deposit 22 (3,764) 1,158
Financing
Issue of shares 5,268 125
Expenses paid in connection with
share issues (553) (9)
Capital element of hire purchase payments 22 (31) (37)
Movement on factoring account 22 (69) 64
111 111
Net cash inflow from financing 4,615 143
111 111
Increase/(decrease) in cash 23 393 (70)
222 222
Consolidated Cash Flow Statement
For the year ended 31 December 2003
The notes on pages 21 to 31 form part of these financial statements. 21
1 Accounting Policies
The financial statements have been prepared under the historical cost convention and
are in accordance with applicable accounting standards. The following principal
accounting policies have been applied:
Basis of consolidation
The financial statements of the group consolidate the financial statements of
Inditherm plc and its subsidiary undertakings up to 31 December 2003 using
acquisition accounting. The results of subsidiary undertakings acquired during a
financial period are included from the effective date of acquisition.
The company has taken advantage of the exemption under Section 230 of the
Companies Act 1985 and has not presented its own profit and loss account.
Turnover
Turnover represents sales to outside customers at invoiced amounts less value added
tax and trade discounts. Where appropriate, the recognition of income is deferred
according to the specific circumstances of material transactions
Intangible fixed assets
Purchased intellectual property rights are capitalised and amortised over the Directors’
estimate of their useful economic life of 10 years. In addition, provision is made for any
impairment in value.
Research and development costs
Research expenditure is written off in the year in which it is incurred. 
Investments
Investments held as fixed and current assets are stated at cost less provision for any
impairment in value.
Depreciation
Depreciation is provided to write off the cost, less estimated residual values, of all fixed
assets evenly over their expected useful lives. It is calculated at the following straight
line rates:
Fixtures and fittings – 10% - 15% per annum
Plant, machinery and office equipment – 20% per annum
Motor vehicles – 25% per annum
Stocks
Stocks are valued at the lower of cost and net realisable value. Cost is based on the cost
of purchase on a first in, first out basis. Net realisable value is based on estimated
selling price less additional costs to completion and disposal.
Notes forming part of the financial statements
For the year ended 31 December 2003 22
INDITHERM plc
1 Accounting Policies (continued)
Leasing and hire purchase commitments
Assets acquired under hire purchase contracts are capitalised in the balance sheet and
depreciated over their expected useful lives. The interest element is charged to the
profit and loss account over the term of the contract. Rentals in respect of operating
leases are charged to the profit and loss account on a straight line basis over the term
of the agreement.
Deferred taxation
The payment of taxation is deferred or accelerated because of timing differences
between the treatment of certain items for accounting and taxation purposes. Full
provision for deferred taxation is made under the liability method, without
discounting, on all timing differences that have arisen, but not reversed by the balance
sheet date, unless such provision is not permitted by FRS 19.
Financial instruments
In adopting Financial Reporting Standard 13: Derivatives and other financial
instruments, the group has not treated short term debtors and creditors as financial
assets and liabilities.
Employee share schemes
Provision is made for National Insurance contributions on options granted on or after
6 April 1999 under unapproved share option schemes. Provision is made at the
prevailing rate on the difference between the period end share value and the grant
price, being the best estimate of the ultimate liability at each period end.
Pension costs
Contributions to the group’s stakeholder pension scheme and to employees’ personal
pension schemes are charged to the profit and loss account in the year to which they
relate.
Grants receivable
Revenue based grants are credited to the profit and loss account against related
expenditure whilst grants of a capital nature are treated as deferred income and are
transferred to the profit and loss account over the expected useful lives of the relevant
assets.
Foreign currency
Foreign currency transactions are translated at the rates ruling when they occurred.
Foreign currency monetary assets and liabilities are translated at the rates ruling at the
balance sheet dates. Any differences are taken to the profit and loss account.
2 Turnover
All turnover, losses and net assets are wholly attributable to the principal activity of the
group being the manufacture, sale and installation of specialised heating products and
arose solely within the United Kingdom.
Notes forming part of the financial statements (continued)
For the year ended 31 December 2003 23
3 Employees
2003 2002
£’000 £’000
Staff costs consist of:
Wages and salaries 609 596
Social security costs 52 52
Pension costs 8 16
111 111
669 664
222 222
Average number of persons including executive directors employed:
2003 2002
Number Number
Management and administration 5 4
Sales 3 4
Development 2 4
Production 10 8
111 111
20 20
222 222
4 Directors
The emoluments of the directors of the Company were as follows:
Compensation Pension
for loss contrib- Benefits 2003 2002
Salary of office ution in kind Total Total
£’000 £’000 £’000 £’000 £’000 £’000
M S Abrahams 11––– 11 10
C R Tarry 81 – – 18 99 105
P J O’Grady 50 – 2 20 72 111
K A Lees 73 74 2 12 161 83
J H Markham 13––– 13 11
111 111 111 111 111 111
228 74 4 50 356 320
222 222 222 222 222 222
Contributions to a defined contribution pension scheme were paid on behalf of
2 directors (2002: 3) during the year.
An analysis of the options held by each director is set out below:
Date of Option 2003 2002
Grant Price Number Number
M S Abrahams 10/12/01 97p 207,540 207,540
C R Tarry 10/12/01 97p 206,863 206,863
K A Lees 10/12/01 97p 51,546 51,546
J H Markham 09/04/02 222p 30,000 30,000
Outstanding options are exercisable within ten years of the date of grant.
K A Lee’s options lapsed upon his resignation on 16 January 2004. 24
INDITHERM plc
5 Operating loss
2003 2002
£’000 £’000
This is arrived at after charging/(crediting):
Depreciation of owned assets 46 27
Depreciation of assets held under hire purchase contracts 26 23
Amortisation of intangible fixed assets 15 13
Loss on disposal of fixed assets – 3
Operating lease costs – plant and machinery 14 18
– other operating leases 32 26
Auditors’ remuneration 15 15
Research and development 66 118
Exceptional income – (200)
Exceptional costs 134 –
Grant income (23) (36)
222 222
The exceptional income included in sales in 2002 relates to the sale of worldwide
distribution rights in the medical market for particular products developed by the
group.
The exceptional costs in 2003 include £89,000 in respect of reorganising the finance
function and a provision of £45,000 as part of the renegotiation of the Medical
distribution arrangement.
6 Interest payable
2003 2002
£’000 £’000
Bank overdraft and loans 1 2
Hire purchase 6 5
111 111
7 7
222 222
7 Taxation credit from loss on ordinary activities
(a) Analysis of credit in year
2003 2002
£’000 £’000
Current tax:
UK corporation tax (16) (22)
222 222
Notes forming part of the financial statements (continued)
For the year ended 31 December 2003 25
7 Taxation credit from loss on ordinary activities (continued)
(b) Factors affecting tax credit for year
The tax assessed for the year is different from the expected rate of corporation tax. The
differences are explained below:
2003 2002
£’000 £’000
Loss on ordinary activities before taxation (802) (739)
111 111
Loss on ordinary activities multiplied by
expected rate of corporation tax of 19% (2002: 19%) (152) (140)
Effects of:
Expenses not deductible for tax purposes 3 15
Depreciation in excess of capital allowances 11 8
Research and development tax credit (16) (22)
Trading losses carried forward 138 117
111 111
(16) (22)
222 222
(c) Factors that may affect future tax charges
The group has tax losses estimated at £1,681,000 (2002: £1,108,000) available for relief
against future trading profits.
8 Loss per share
The calculation of loss per ordinary share is based on losses of £786,000 (2002: £717,000)
and on a weighted average of 10,967,935 (2002: 10,486,691) ordinary shares in issue
during the year. The share options are anti-dilutive due to the loss in the year.
9 Intangible fixed assets
Intellectual
Group property rights
£’000
Cost
At 1 January 2003 and 31 December 2003 136
111
Amortisation
At 1 January 2003 52
Provided for the year 15
111
At 31 December 2003 67
111
Net book value
At 31 December 2003 69
222
At 31 December 2002 84
222 26
INDITHERM plc
10 Tangible fixed assets
Group and Company Plant,
Fixtures machinery
and and office Motor
fittings equipment vehicles Total
£’000 £’000 £’000 £’000
Cost
At 1 January 2003 209 78 154 441
Additions – 1 32 33
Disposals – – (54) (54)
111 111 111 111
At 31 December 2003 209 79 132 420
111 111 111 111
Depreciation
At 1 January 2003 16 10 29 55
Provided for the year 24 15 33 72
Disposals – – (16) (16)
111 111 111 111
At 31 December 2003 40 25 46 111
111 111 111 111
Net book value
At 31 December 2003 169 54 86 309
222 222 222 222
At 31 December 2002 193 68 125 386
222 222 222 222
The net book value of tangible fixed assets includes an amount of £67,000
(2002: £99,000) in respect of assets held under hire purchase contracts.
11 Fixed asset investments - Company
Investments in subsidiaries at cost:
£
At 1 January 2003 and 31 December 2003 104
222
Inditherm plc has the following wholly owned subsidiaries registered and operating in
Great Britain:
Name Nature of business Class of share
Inditherm (Medical) Limited Holding company for intellectual Ordinary
property rights
Inditherm (Industrial) Limited Dormant Ordinary
Inditherm Construction Limited Dormant Ordinary
Notes forming part of the financial statements (continued)
For the year ended 31 December 2003 27
12 Stocks
Group and Company
2003 2002
£’000 £’000
Raw materials 69 61
Work in progress – 2
111 111
69 63
222 222
13 Debtors
Group Company
2003 2002 2003 2002
£’000 £’000 £’000 £’000
Trade debtors 249 148 249 148
Amount owed by subsidiary undertaking – – 974 988
Other debtors 43 128 43 128
Prepayments 280 6 280 6
111 111 111 111
572 282 1,546 1,270
222 222 222 222
All amounts shown under debtors fall due for payment within one year, with the
exception of the amount owed by subsidiary undertaking.
14 Current asset investment
Group and
Company
Unlisted investment £’000
At 31 December 2003 and 2002 250
222
The current asset investment is a with profits bond which secures the leasehold
premises.
15 Creditors: amounts falling due within one year
Group and Company
2003 2002
£’000 £’000
Bank overdraft – 7
Factoring account – 69
Trade creditors 190 141
Other creditors – placing expenses 136 –
Taxation and social security 21 18
Obligations under hire purchase contracts 31 37
Accruals and deferred income 257 163
111 111
635 435
222 222
Amounts due to the debt factor were secured against the trade debtors to which they
relate. The bank overdraft was unsecured. 28
INDITHERM plc
16 Creditors: amounts falling due after more than one year
Group and Company
2003 2002
£’000 £’000
Obligations under hire purchase contracts 21 46
222 222
Obligations under hire purchase contracts are due as follows:
2003 2002
£’000 £’000
Within one year 31 37
Between one and two years 17 37
Between two and five years 4 9
111 111
52 83
222 222
Financial instruments
The group’s financial instruments comprise cash and various items such as trade
debtors, trade creditors etc., that arise directly from its operations. The main purpose
of these financial instruments is to finance the group’s operations. As permitted by
FRS 13 short term debtors and creditors have been excluded from interest rate and
liquidity disclosures. The amount of foreign currency held is not considered to be
material.
The main risk arising from the group’s financial instruments is liquidity risk. The
group ensures that it has sufficient cash resources available to meet all short term cash
requirements and to meet its capital expenditure programme for the foreseeable future. 
At present the directors do not believe that the group has significant interest rate or
foreign currency risk and consequently does not hedge against such risk. The Board
keeps these risks under regular review.
The fair values of the financial assets and liabilities are not materially different from
their book values.
17 Provision for liabilities and charges
Group and
Company
Royalty
provision
£’000
Balance at 1 January 2003 –
Charge for year 250
111
Balance at 31 December 2003 250
222
The provision is in respect of the minimum royalty payments due on medical sales
resulting from the renegotiation of distributor arrangements. The charge is included in
prepayments and will be recognised in line with the sales agreement.
Notes forming part of the financial statements (continued)
For the year ended 31 December 2003 29
18 Share capital
Issued, called up and fully paid
Share
Ordinary premium
shares of (net of
lp each issue costs)
Number £ £’000
Share capital at 1 January 2003 10,534,990 105,350 2,800
Issue of shares at 50 pence per share on
17 December 2003 10,534,990 105,350 4,609
1111 111 111
Share capital at 31 December 2003 21,069,980 210,700 7,409
2222 222 222
Authorised share capital at
31 December 2002 and 2003 1,000,000
222
19 Reserves
Group
Share Profit
premium Other and loss
account reserve account
£’000 £’000 £’000
At 1 January 2003 2,800 50 (1,474)
Loss for the year – – (786)
Premium on shares issued 5,162 – –
Expenses of share issue (553) – –
111 111 111
At 31 December 2003 7,409 50 (2,260)
222 222 222
Company
Share Profit
premium Other and loss
account reserve account
£’000 £’000 £’000
At 1 January 2003 2,800 50 (571)
Loss for the year – – (785)
Premium on shares issued 5,162 – –
Expenses of share issue (553) – –
111 111 111
At 31 December 2003 7,409 50 (1,356)
222 222 222
The group loss for the year includes an amount of £785,000 (2002: £717,000) in respect of
the parent company. 30
INDITHERM plc
20 Reconciliation of movements in shareholders’ funds
Group Company
2003 2002 2003 2002
£’000 £’000 £’000 £’000
Loss for the year (786) (717) (785) (717)
Issue of share capital (including premium) 5,268 125 5,268 125
Expenses of share issue (553) (9) (553) (9)
111 111 111 111
Net movement in shareholders’ funds 3,929 (601) 3,930 (601)
Opening shareholders’ funds 1,481 2,082 2,384 2,985
111 111 111 111
Closing shareholders’ funds 5,410 1,481 6,314 2,384
222 222 222 222
21 Reconciliation of operating loss to net cash outflow from operating activities
2003 2002
£’000 £’000
Operating loss (818) (781)
Depreciation and amortisation 87 63
Loss on disposal of fixed assets – 3
(Increase)/decrease in stocks (6) 1
(Increase)/decrease in debtors (296) 121
Increase/(decrease) in creditors 282 (262)
Increase in provisions 250 –
111 111
Net cash outflow from operating activities (501) (855)
222 222
22 Analysis of changes in net funds
31
1 January Cash December
2003 flow 2003
£’000 £’000 £’000
Cash at bank and in hand 897 4,150 5,047
Overdraft (7) 7–
Less: deposits treated as liquid resources (842) (3,764) (4,606)
111 111 111
48 393 441
Factoring account (69) 69 –
Obligations under hire purchase contracts (83) 31 (52)
Term deposits 842 3,764 4,606
111 111 111
738 4,257 4,995
222 222 222
Notes forming part of the financial statements (continued)
For the year ended 31 December 2003 31
23 Reconciliation of net cash flow to movement in net funds
2003 2002
£’000 £’000
(Increase)/decrease in cash in year 393 (70)
Cash outflow/(inflow) from decrease/(increase) in debt 100 (27)
Cash outflow/(inflow) from
increase/(decrease) in liquid resources 3,764 (1,158)
111 111
(Increase)/decrease in net funds from cash flows 4,257 (1,255)
Inception of hire purchase contracts – (110)
111 111
Movement in net funds in the year 4,257 (1,365)
Net funds at the beginning of the year 738 2,103
111 111
Net funds at the end of the year 4,995 738
222 222
24 Commitments under operating leases
As at 31 December 2003 annual commitments under non cancellable operating leases
were as follows:
Group and Company
2003 2002
Land and Land and
Buildings Other Buildings Other
£’000 £’000 £’000 £’000
Operating leases which expire:
Within two to five years –7 – 15 
After five years 55 – 32 –
222 222 222 222
25 Related party transactions
During the year various expenses and salary costs which totalled £Nil (2002: £61,433)
were charged to the company from PJO Industrial Limited, a company of which
P J O’Grady is a director. These were charged in the normal course of business at
commercial rates. 
At 31 December 2003 included in trade creditors were amounts due to PJO Industrial
Limited of £Nil (2002: £3,173). 
P J O’Grady is a director of PJO Industrial Limited and Inditherm plc and controls PJO
Industrial Limited for the periods covered by this report. 32
INDITHERM plc
Profit and Loss
Year ended 31 December Proforma
2003 2002 2001 2000 1999
£’000 £’000 £’000 £’000 £’000
Continuing income from
product sales 616 483 277 161 143
Non recurring income – 200 200 – –
Turnover 616 683 477 161 143
Gross margins 267 353 84 94 (7)
Overheads (951) (1,134) (519) (412) (195)
Operating loss before
exceptionals (684) (981) (435) (318) (202)
Exceptional income (costs) (134) 200 200 – –
Loss on ordinary activities
after taxation (786) (717) (212) (329) (213)
Loss per share - basic
and diluted (7.2)p (6.8)p (3.0)p (4.7)p n/a
111 111 111 111 111
The first periods results date from the commencement of trading on 1 January 1999 and
is compiled from accounts for the 11 months to 30 June 1999 and the six month period
ending 31 December 1999.
Balance Sheet
Net current assets/(liabilities) 5,303 1,057 1,966 (121) 1
Net assets/(liabilities) 5,410 1,481 2,082 (64) (153)
Net funds/(debt) 4,995 738 2,103 (168) (326)
111 111 111 111 111
Five year Summary 33
Notice is given that the 2004 Annual General Meeting of the Company will be
held at Wentbridge House Hotel, Wentbridge, Pontefract, West Yorkshire
WF8 3JJ on Friday 30 April 2004 at 10.30 am for the following purposes:
ORDINARY BUSINESS
1. To receive and adopt the accounts of the Company for the year ended
31 December 2003 together with the director’s report and the auditors report
and to consider the recommendation of the directors that no dividend be
declared in respect of the year.
2. To reappoint Blueprint Audit Limited as auditors of the Company until the
conclusion of the next general meeting of the Company at which accounts are
laid before the members and to authorise the directors to determine their
remuneration.
3. To re-apoint Mr Mark Simon Abrahams, retiring by rotation, as director in
accordance with the provisions of the Articles of Association.
4. To confirm the recommendation of the directors that Mr Ian Smith, who was
appointed as a director during the year since the previous annual general
meeting, be re-appointed as a director. 
SPECIAL BUSINESS
To consider, and if thought fit, pass the following resolutions, of which
Resolution 5 will be proposed as an ordinary resolution and Resolution 6 will
be proposed as a special resolution
5. To generally and unconditionally authorise the Directors (subject to the
passing of Resolution 5 below and in substitution for all existing authorities)
to exercise all the powers of the Company to allot relevant securities, within
the meaning of Section 80 of the Companies Act 1985 (“the Act”) up to an
aggregate nominal amount of £15,000. Such authority will expire at the
conclusion of the Annual General Meeting next following the passing of this
Resolution or, if earlier, 15 months after the date of this Ordinary Resolution.
Nevertheless the Company may, before the expiry of the authority conferred
hereby, make an offer or agreement which would or might require relevant
securities to be allotted after the expiry of the authority conferred hereby and
the Directors may allot the relevant securities, in pursuance of such offer or
agreement, as if the authority conferred hereby had not expired.
Notice of Annual General Meeting 34
INDITHERM plc
6. To empower the directors (subject to the passing of Resolution 5 above)
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 5 as
if sub-section (1) of Section 89 of the Act did not apply to the allotment of
equity securities for cash up to an aggregate nominal amount of £15,000.
By Order of the Board Registered Office:
I D SMITH Inditherm House
Secretary Houndhill Park
Bolton Road
24 March 2004 Wath-upon-Dearne
S63 7JY
Notes:
1. A member of the Company who is entitled to attend and vote at the meeting convened by this notice is entitled to appoint one or
more proxies to attend and, on a poll, to vote in his/her place. A proxy need not be a member of the Company. 
2. A form of proxy is enclosed. To be valid an instrument appointing a proxy and any power of attorney under which it is signed/or
a duly certified copy of it (failing previous registration with the Company), must be deposited at the office of the Company’s
registrar, Capita Registrars, the Registry, 34  Beckenham Road, Beckenham, Kent BR3 4TU by 10.30am on 28 April 2004. Completion
of the proxy does not preclude a member from subsequently attending and voting at the meeting in person if he or she so wishes.
3. The register of interests of the directors and their families in the share capital of the Company and copies of contracts of service of
directors with the Company or with any of its subsidiary undertakings will be available for inspection at the registered office of the
Company during normal business hours (Saturdays and public holidays excepted) from the date of this notice until the conclusion
of the AGM.
4. In accordance with regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered on the Company’s
register of members not later than 10.30 am on 28 April 2004 or, if the meeting is adjourned, shareholders entered on the Company’s
register of members not later than 48 hours before the time fixed for the adjourned meeting shall be entitled to attend and vote at
the meeting.
Notice of Annual General Meeting (continued) 35
For use by holders of ordinary shares of 1p each in Inditherm plc in respect of the 2004 Annual General
Meeting to be held at Wentbridge House Hotel, Wentbridge, Pontefract, West Yorkshire WF8 3JJ on Friday
30 April 2004 at 10.30 am and at any adjournment thereof.
I/We.....................................................................................................................................................................................
of ..........................................................................................................................................................................................
being (a) Member(s) of Inditherm plc, hereby appoint...............................................................................................
of ..........................................................................................................................................................................................
or failing him the Chairman of the Meeting as my/our proxy to vote for me/ us on my/ our behalf at the
2004 Annual General Meeting of the Company to be held on Friday 30 April 2004 and at any adjournment
thereof.
I/We direct the proxy to vote on the business of the Meeting as indicated below. If no specific direction as to
voting is given, the proxy/proxies will, at his/her discretion, vote or abstain as he/she decides on any matter
arising at the Meeting.
Ordinary Business For Against
1. Adoption of Directors’ report and accounts
2. Reappointment of Blueprint Audit Limited
3. Reappointment of Mark Simon Abrahams
4. Reappointment of Ian Smith
Special Business
5. Authority to allot shares
6. Waiver of Pre-emption rights
Signed ........................................................................ .....................................................................................
Name/s...................................................................... .....................................................................................
On this............................................................................day of .................................................................................2004
NOTES:
1. Members entitled to attend and vote at the Annual General Meeting are entitled to appoint one or more proxies to attend and, upon
a poll, vote in their place. A proxy need not be a member of the Company.
2. To be valid a proxy form together with any power of attorney or other written authority under which it is signed or a duly certified
copy of it (failing previous registration with the Company) must be lodged with the Company’s registrar, Capita Registrars, the
Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU by 10.30am on 28 April 2004. Completion and return of proxy forms will
not preclude shareholders from attending and voting at the Meeting in person should they wish to do so.
3. Only holders of ordinary shares or their proxies are entitled to attend and vote at the Annual General Meeting.
4. In the case of a corporation this form of proxy must be given under its common seal, or signed by two directors or by a director and
the secretary, or signed on its behalf by an attorney or a duly authorised officer of the corporation.
5. In the case of joint holders, any one of them may sign but the names of all joint holders should be stated. The vote of the senior who
tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders and for this
purpose seniority will be determined by the order in which the names stand in the register of members.
Proxy form for Annual General Meeting BUSINESS REPLY SERVICE
Licence No. MB122
Capita Registrars
34 Beckenham Road
Beckenham 
Kent
BR3 4TU
Second Fold
Third Fold
First Fold  Headquarters and Registered Office:
Inditherm House
Houndhill Park
Bolton Road
Wath-upon-Dearne
Rotherham S63 7JY
Telephone: +44 (0) 1709 761000
Fax: +44 (0) 1709 761066
e-mail: sales@indithermplc.com
website: www.indithermplc.com