INDITHERM plc
Annual Report
and
Financial Statements
2006 INDITHERM plc
Page
Inditherm at a Glance 1
Inditherm Business Segments 2
Directors and Advisers 3
Chairman’s Statement 4
Chief Executive’s Review 6
Financial Review 9
Directors and Board Committees 10
Statement of Corporate Governance 11
Remuneration Report 13
Statement of Directors’ Responsibilities 16
Report of the Directors 17
Independent Auditors’ Report 19
Consolidated Profit and Loss Account 21
Consolidated Balance Sheet 22
Company Balance Sheet 23
Consolidated Cash Flow Statement 24
Notes forming part of the Financial Statements 25
Five Year Summary 37
Notice of Annual General Meeting 38
Contents Based near Rotherham, South Yorkshire, Inditherm plc designs, manufactures and installs heating
solutions using the Company’s innovative, patented, low voltage, carbon-based conductive
polymer technology (CPT).  This provides a flexible heating material that can be fitted over a wide
variety of shapes, as well as laid out flat to heat large areas from above or below. Running from a
low voltage (6V to 50V) dc or ac power supply, it can reach temperatures of up to 120°C.
Applications for the technology are numerous but the Company is focusing on selected
applications and market areas where there are perceived to be significant growth opportunities.
Inditherm already has an established track record in industrial process industries, such as
confectionery, food and chemicals, where CPT is ideal for heating pipes, tanks, valves and pumps.
In addition, the company is focused on producing heating solutions for utility water and waste
water treatment plants, medical (patient warming), concrete curing and sports pitch heating.
Our Vision
To be perceived as the best in the world in our chosen markets.
Our Values
We believe in…
 having total integrity in all we do
 delighting our customers
 treating others with dignity and respect
 teamwork
 working professionally and delivering exceptional quality.
1
INDITHERM at a glance The Industrial Segment specialises in providing heating solutions for critical temperature
management and frost protection for pipelines, portable storage containers, tanks, valves and
pumps. Inditherm supplies many well-known multi-national companies in the food & beverage,
confectionery, pharmaceutical, chemical, oil & gas, and water utility industries. Inditherm
normally uses significantly less energy than traditional electrical trace heating, hot water or steam
systems. Other benefits include improved hygiene and health and safety. In addition, we have
significant expertise in providing unheated insulation solutions. 
The Medical Segment specialises in warming solutions to prevent hypothermia and heat therapy
systems for the treatment of injuries. Patient warming products are primarily used in operating
theatres, recovery and intensive care, accident & emergency, and neo-natal units. They offer
improved performance, combined with significant cost savings over traditional technologies.
Products are sold internationally through a network of distributors. In 2006 Inditherm signed a
distribution agreement with Smiths Medical Inc to distribute patient warming products in the USA.
The Construction Segment, working in conjunction with Sheffield Hallam University, has
developed solutions to accelerate concrete curing, along with concrete infrastructure heating and
frost protection solutions. Products are sold into construction industry applications, mainly
associated with pre-cast and in-situ concrete structures. 
The Sport Segment specialises in sports pitch and golf course heating for both grass and synthetic
surfaces. Examples are three pitches at Chelsea Football Club’s Training Academy in England. Not
only are Inditherm systems more reliable than traditional heating systems, they also use less energy .
2
INDITHERM Business Segments Directors M S Abrahams (Chairman)
R Harpum
J H Markham
I D Smith
Secretary and I D Smith, Inditherm House, Houndhill Park, Bolton Road, 
registered Wath-upon-Dearne, Rotherham, S63 7LG
office
Company 3587944
number
Accountants and Tenon Limited, Charnwood House, Gregory Boulevard, 
business advisers Nottingham, NG7 6NX
Auditors Tenon Audit Limited, Charnwood House, Gregory Boulevard, 
Nottingham, NG7 6NX
Bankers HSBC, Montgomery Road, Wath Upon Dearne, Rotherham, S63 7QW
Nominated Collins Stewart Limited, 9th Floor, 88 Wood Street, London, EC2V 7QR
adviser and 
broker
Legal advisers Freeth Cartwright LLP, Cumberland Court, 80 Mount Street, 
Nottingham, NG1 6HH
Registrars Capita IRG Plc, Bourne House, 34 Beckenham Road, 
Beckenham, Kent, BR3 4TU
3
Directors and Advisers
INDITHERM plc Introduction
2006 was a year of transformation for Inditherm. Following the introduction of our
focused strategy to expand in the Industrial, Medical and Construction sectors,
emphasising larger projects, the first signs of success started to emerge. The signing of
the supply agreement with Smiths Medical, significant orders for industrial process
plants and a major pre-cast concreting project, provided further encouragement. 
The year culminated with the launch in December of a re-financing and strengthening
of the Balance Sheet (which was approved by the shareholders at an Extraordinary
General Meeting on 12 January 2007), by way of a Placing of 30,000,000 new Ordinary
Shares at a price of 10 pence per Placing Share. Following completion of the Placing,
the issued share capital of the Company increased to 51,112,581 Ordinary Shares and
the Group’s cash resources increased to £4,567k immediately after the Placing.
Results
Turnover for the year rose by 51% to £1,564k (2005: £1,035k), mainly due to growth in
both Medical and Industrial sales. Orders received maintained the 71% growth rate
reported in the first half year. 
The Industrial business showed continued growth in sales of 31%, which was mainly
driven by the successful introduction of our new modular pipework system,
accompanied by large tank heating installations. During the year we received several
larger orders for these systems from well-known confectionery and food
manufacturers. The value drivers for these systems are substantial energy reductions,
hygiene benefits and more rapid installation. Following a slow start, towards the year
end we saw an encouraging increase in work for UK water utilities through the current
Asset Management Programme (AMP4). 
The Medical business grew by 146%, with 165% orders growth, helped at the year end
by a stock order from Smiths Medical. Purchases by the NHS improved and the
addition of 8 new overseas distributors contributed to the sustained growth in exports.
The new CosyTherm neo-natal warming product, launched towards the end of 2005,
has been well received in the market and sales are growing. 
The Construction business made steady progress and obtained a large order for precast
concrete curing blankets. This demonstrated significant benefits for the customer,
including the ability to reduce the cement content of the concrete. The project has acted
as a valuable reference for other precast manufacturers.
The cost base was reduced by 10% during the year, with all expenditure being tightly
controlled. Overheads before exceptional costs were £1,571k (2005: £1,739k), resulting
in an operating loss before exceptional costs of £1,087k (2005: £1,402k). After
restructuring and exceptional costs of £152k (2005: £50k) and net interest income of
£83k (2005: £138k), the post-tax loss was £1,132k (2005: £1,279k).
The year end cash balance was £1,747k (2005: £2,363k). The cash placing on 15 January
2007 raised a further £2.8 million net of expenses. We believe that the Company has
sufficient funds to meet our current and medium term needs.
4
INDITHERM plc
Chairman’s Statement Dividends
As stated in previous years, it is the Board’s intention to devote the Company’s
financial resources to business development. This intention, which the Board believes
is in the shareholders’ best interests, has been pursued during 2006 and will continue
for the foreseeable future. The Board therefore does not expect to declare a dividend
during the Company’s continuing development period.
Employees
Following the recent surge in quotation activity and orders, we have responded by
promoting a number of sales and operations people, followed by a recruitment
programme designed to maintain our growth momentum. 
On behalf of the Board, I thank all our staff most sincerely for their continued support.
Outlook
During recent months we have seen an encouraging increase in the level of enquiries
and orders. The order book at the start of the year has given us a strong start and order
intake for the first quarter of 2007 is up more than 40%. 
Our industrial solutions are now well proven and have been embraced by several key
customers as the way forward for process heating, mainly due to the energy saving and
hygiene benefits. 
The supply contract with Smiths Medical is expected to drive growth in our Medical
business and will supplement the growth anticipated from both domestic and export
sales of patient warming and neonatal products.
The Construction business is now well-established and there is growing interest in our
concrete curing products. The two year project funded by the European FP6 CRAFT
grant, previously reported, is yielding excellent results, as well as orders from
consortium partners. 
Our initial goal going forward is to reach break-even. Based upon current prospects, I
am encouraged that this can be achieved. 
MARK ABRAHAMS
Chairman
29 March 2007
5
Chairman’s Statement (continued) Overview
During 2006 we focused on achieving top line growth, whilst keeping costs and cash
outflow under control. We continued to focus on our three main business segments of
Industrial, Medical and Construction, adding new products and systems, and gaining
credibility as a solutions provider with a number of major international customers. 
The supply agreement with Smiths Medical is a major endorsement of our patient
warming technology and provides the platform for substantial growth in our Medical
business during 2007. 
The cash placing has given us the opportunity to invest in additional sales and
technical resources and means that we can accelerate the growth opportunities. 
Industrial
Sales in the Industrial segment increased by 31% over 2005, and orders by 45%, mainly
due to growth in process heating orders for our new modular pipework systems and
associated tank heaters. 
We received several orders for larger heating installations from well known
manufacturers for heating chocolate, sugars and chemicals. One of these was installed
in Poland, where we demonstrated our ability to manage such projects by completing
ahead of schedule. The key value propositions of these modular systems are the
shortened installation time, improved hygiene, energy savings, controllability and
improved production output. Energy savings as a result of using Inditherm, now
verified by several of our customers, can be as high as 75% on a like-for-like basis. In
order to retain our focus on our core competencies, we have chosen to subcontract
areas such as pipework and cladding to competent partners, albeit at lower margins. 
During the year we signed a framework agreement with Yorkshire Water and carried
out successful trials for heating sewerage sludge transfer lines with Severn Trent Water.
After a slow start in 2005, we are now receiving regular water utility orders under the
AMP4 Asset Management Programme.
During the year we appointed more overseas distributors and since the cash placing,
have strengthened the industrial sales organisation with the recruitment of additional
sales resources.
Medical
Medical orders increased by 165%, and sales by 146%, helped by the first stock order
from Smiths Medical in December. Deliveries to Smiths Medical have now commenced
and they have now placed a further order for delivery in the second quarter. 
During the year we appointed eight new overseas distributors.  
Sales to the NHS have picked up and we are now recognised as providing a highly
cost-effective solution. We have recently strengthened our UK Medical sales force. 
Sales of the CosyTherm neonatal warming system have grown well and we are also
pursuing international distribution opportunities. 
6
INDITHERM plc
Chief Executive’s Review Construction
The Construction business had an encouraging year, with the successful installation of
a major concrete curing system for a large pre-caster. This really highlighted the
benefits of our system: more rapid curing, improved hydration and early strength
development, significantly reduced energy cost (typically 80% or more), the
opportunity to reduce cement content, along with a range of operational benefits. 
Other projects included supplying curing blankets for rapid runway repairs at a major
UK airport.
Other Activities
Our standard product lines, notably vessel heaters and heating pads for pizza and
curry bags, have continued to grow during the year, providing a good base load of
work. 
Whilst our existing under-pitch heating installations continue to operate well and we
continue to pursue those opportunities that arise from time to time, this is no longer a
key area of focus, due to the sporadic nature of this market. 
Operations 
Our efforts to reduce overhead spend continued throughout the year, with substantial
reductions being achieved. Despite the additional headcount now in place, our first
quarter overheads in 2007 are 13% lower than in 2006 and 9% lower than in 2005. 
Our project management capabilities were put to the test on a number of large projects
and in each case, we were able to delight our customers by completing the work on or
ahead of schedule. 
Product Development 
Product development work continued in all main business sectors during the year.
Further improvements were made to our Industrial products, notably enhancements
and options for our modular pipework systems. 
There were ongoing improvements made to our Medical products and some new
products based upon our proven technology are also in the pipeline. 
The concrete curing R&D project under the European FP6 CRAFT programme,
previously reported, has gone well, further validating the technology and providing
valuable technical data. Cooperation agreements are being negotiated with some
members of the trans-European consortium.
During the year we formed a partnership with Grant Rail and Sheffield Hallam
University to develop a system for heating railway track, so that it can be welded more
easily. This is supported by a Yorkshire Forward grant. Initial field test results have
been encouraging. 
7
Chief Executive’s Review (continued) Outlook 
The agreement with Smiths Medical provides an excellent platform for growth.
Medical production rates have been increased to meet our commitments. 
Based upon enquiries and recent order flow, Industrial sales are expected to exceed the
growth rate seen last year, mainly due to the market acceptance of our modular
pipework and tank heating technology. It appears that Inditherm is no longer seen as
a high risk purchase, and we are now moving from technical to commercial acceptance.
The growing interest in energy savings and the greater emphasis on hygiene among
food manufacturers are also expected to drive demand. More widespread deployment
of standard products will facilitate growth in international sales through our
distributor network. Water utility work continues to rise and with more field sales
people now in place, we intend to pursue all the major water utilities throughout the
UK. 
Now that we have some good reference sites, the Construction sector is expected to see
significant growth in 2007, particularly for pre-cast concrete curing applications. 
Our initial goal is to reach break-even as fast as possible and our entire team is focused
on achieving this. 
The challenges facing Inditherm in 2007 remain considerable but so are the
opportunities. We have started the year with a substantial order backlog which has
given us a solid start to the year. 
RICHARD HARPUM
Chief Executive
29 March 2007
8
INDITHERM plc
Chief Executive’s Review (continued) Trading results
Sales in the year increased by £529k to £1,564k. Industrial sales continued to make
steady progress with a 31% year on year improvement, Medical Sales improved by
146% and Construction by 68%.
Total administration expenses before exceptional costs fell to £1,571k from £1,739k in
2005. Overhead expenditure has been directed towards preserving cash and achieving
break-even as early as possible.
Exceptional costs of £152k arose during the year. £75k has been provided for the costs
of upgrading patient warming systems to include additional safety features to detect
damage to the product caused by misuse or storage in a method contrary to operating
instructions. £57k arose as a result of the Corporate finance work associated with
pursuing strategic options. £20k was incurred as compensation for loss of office. 
The operating loss before exceptional costs of £1,087k is a reduction of £315k on the
same period last year.
Cash resources generated net interest income for the year of £83k (2005: net income
£138k), giving a pre tax loss of £1,132k (2005: loss £1,279k).
Cash resources and Net assets
Net cash outflow from operations for the year was £983k (2005: £1,340k), reflecting the
operating loss. 
The £250k investment in AXA’s International With Profits Bonds was sold during the
year at a profit of £34k.
Capital expenditure during the year was £19k (2005: £60k).
Net funds at the year end were £1,747k (2005: £2,358k).
Shareholder funds amounted to £1,707k (2005: £2,839k), reflecting the retained loss for
the year. 
Taxation
As the Company has continued to incur trading losses no corporation tax liability has
yet arisen. Accumulated tax losses and excess capital allowances to the end of 2006 of
£5,182k (2005: £4,218k) 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 £24,000 in the year on qualifying expenditure.
IAN D SMITH
Finance Director and Company Secretary
29 March 2007
9
Financial Review Directors
Mark Abrahams (Aged 52, 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.
Richard Harpum (Aged 55, Chief Executive)
Richard joined the Company in September 2004. After an early Military career with the
Royal Engineers, during which he obtained a Masters Degree in Mechanical Sciences
from Cambridge University, Richard joined GEC Ltd and has held a number of
managing director and CEO roles in GEC Ltd, and FKI Babcock plc. He also worked as
a business consultant in the USA. He was most recently Group President of ABB’s
global metering businesses.
John Markham OBE (Aged 60) *
John joined the Company in March 2002. He has an honours degree in Chemical
Engineering and is a Fellow of the Institution. He is a Chartered Engineer and
Chartered Scientist. He was awarded the OBE in 1995 for services to British industry.
He has a wealth of experience in industries related to the Company’s products and
applications having spent twenty years with I.C.I. and more recently holding the
position of Chief Executive of Hickson International PLC.
Ian Smith (Aged 50, Finance Director)
Ian joined the Company in January 2004. He is a Chartered Accountant and qualified
Corporate Treasurer and has extensive international industrial experience gained at
both group and operating company level. Prior to joining Inditherm, Ian was Finance
Director for Portakabin Ltd and Holset Engineering Co Ltd the turbocharging division
of Cummins Engine Co Inc.
* Non-executive
Board Committees 
The principal standing committees appointed by the Board are as follows:
Audit committee Remuneration committee Nominations committee
Mark Abrahams Chairman John Markham Chairman Mark Abrahams Chairman
John Markham Mark Abrahams John Markham
Richard Harpum
10
INDITHERM plc
Directors and Board Committees The Board is committed to the highest standards of corporate governance in relation to
its size and sets out below details of how it has applied the provisions of the Combined
Code considered appropriate. 
Board Composition
The Board has two executive directors and two independent non-executive directors.
Details of the Board members are on page 10.
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 10.
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 13.
Nominations Committee
The Nominations Committee considers succession planning, reviews the structure,
size and composition of the Board and nominates candidates to fill Board vacancies.
Board Appointments
Any decision to appoint further directors to the Board is taken by the entire Board in a
formal meeting. Where it is deemed necessary , new members of the Board are provided
with appropriate training in respect of their roles and duties as a public company
director.
11
Statement of Corporate Governance Relations with Shareholders
The Company places a great deal of importance on communication with its
shareholders.
John Markham has been identified as the Company’s Senior Independent Director. He
is available to shareholders who wish to raise any concerns that they have been unable
to resolve through other channels and to attend meetings between management and
major investors.
The notice of the AGM will be sent to shareholders at least 21 clear days before the
Meeting. At the forthcoming AGM, the Company will indicate the level of proxy voting
and members of the Board and its 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 believe they are
appropriate for the size and scale of the business taking into account the costs,
however, as a consequence, the controls and governance in place in Inditherm in many
respects fall short of those required by the Combined Code.
The system of internal control is structured around an assessment of prioritisation of
the various risks to the business. The control environment is designed to address
particularly those risks that the Board considers to be material to the business, in
safeguarding the assets against unauthorised use or disposition and maintaining
proper accounting records which produce reliable financial information.
The Board has reviewed the effectiveness of the system of internal control for the
accounting period and the period to the date of approval of the financial statements.
The key features of the Group’s systems of internal control are as follows:
 An ongoing process of risk assessment to identify, evaluate and manage business
risks.
 Management structure with clearly defined responsibilities and authority limits.
 A comprehensive system of reporting 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. At the Audit
Committee meetings the Finance Director presents a formal report on Internal Controls
and a programme of work to ensure systems and processes are continuously
improved.
Going Concern
After making enquiries, the directors have a reasonable expectation that the Group has
adequate resources to continue in operational existence for the foreseeable future. For
this reason, the going concern basis has been adopted in preparing the financial
statements.
12
INDITHERM plc
Statement of Corporate Governance (continued) 13
Responsibilities
The Committee is responsible for the determination of the remuneration policy of the
Group’s executive directors and senior executives.
Composition
The members of the Remuneration Committee (“The Committee”) during the year
were John Markham (Chairman of the Committee) and Mark Abrahams.
Directors’ service contracts
The executive directors have rolling 12 month contracts requiring 12 months’ written
notice to be given by either party. There are no provisions for compensation if there is
a change of control. The service contracts do not contain any provision for
compensation on early termination other than the notice period. The Committee will
seek to mitigate cost to the Company whilst dealing fairly with each individual case.
The Chairman and non-executive director are usually appointed for a fixed two year
term.
The details of the service contracts in relation to the executive directors and letters of
appointment in relation to the Chairman and non-executive director are:
Unexpired term Notice
At 31 December period
2006
Richard Harpum – 1 year
Ian Smith – 1 year
Mark Abrahams 11 months Fixed term
John Markham 14  months Fixed term
Remuneration of Non-Executive Directors
The remuneration for the non-executive directors is determined by the Board as a
whole and consists of fees for their services in connection with Board and Board
Committee meetings and, where relevant, for additional services such as chairing a
Board Committee. They are not eligible for pension scheme membership and do not
participate in any bonus scheme.
Non-executive directors do not participate in decisions about their own remuneration.
Executive Remuneration Policy
The Committee endeavours to offer competitive remuneration packages which are
designed to attract, retain and incentivise executive directors and senior executives
with the experience and necessary skills to operate and develop the Company’s
business to their maximum potential, thereby delivering the highest level of return for
the shareholders. 
Consistent with this policy, benefits packages awarded to executives are intended to be
competitive and comprising a mix of non-performance related and performance
related remuneration designed to incentivise them, but not to detract from the goals of
corporate governance.
Remuneration Report 14
INDITHERM plc
The targeted composition of each director’s remuneration is as follows:
Non Performance related Performance related
Richard Harpum 67% 33%
Ian Smith 67% 33%
Remuneration components for executive directors
Remuneration packages are reviewed each year to ensure that they are in line with the
Group’s business objectives. No director participates in decisions about their own
remuneration package.
The main components in determining pay are as follows:
 Basic salary/fees and benefits
The basic annual salary is subject to an annual review which takes into account the
performance of the Company and the individual. Benefits comprise the provision
of a vehicle allowance, private healthcare insurance and a death in service
insurance scheme.
 Annual performance related bonus
Demanding annual performance targets, which are consistent with both the short
and long term objectives for the business, are set for executive directors which
must be achieved before the bonus is payable. The target bonus for achievement
of the annual budget for these measures is 35% and the maximum potential
payment for the annual bonus is 50% of basic annual salary, excluding benefits in
kind and pension contributions.
 Pensions
Executive directors receive pension contributions of 5% of salary to a stakeholder
or money purchase scheme.
 Executive share options schemes
Share options are granted to executive directors to encourage them to deliver
sustained, long term growth. Except in exceptional circumstances, the value of
options granted in any year will not exceed one times basic salary and the total
value of options outstanding will not exceed five times salary.
Remuneration Report (continued) 15
Directors’ detailed emoluments
The emoluments of the directors of the Company were as follows:
Pension Benefits 2006 2005
Salary contribution in kind Total Total
£’000 £’000 £’000 £’000 £’000
M S Abrahams 35 – – 35 35
R Harpum 105 5 13 123 118
J H Markham 23 – – 23 23
I D Smith 82 4 13 99 95
C R Tarry –––– 24
111 111 111 111 111
245 9 26 280 295
222 222 222 222 222
Contributions to a defined contribution pension scheme were paid on behalf of two
directors (2005: three) during the year.
Interests in share options
Details of options held by directors are set out below:
An analysis of the share options held by each director is set out below:
Date of Option 2006 2005
Grant Price Number Number
M S Abrahams 10/12/01 97p 207,540 207,540
R Harpum 29/09/04 97p 500,000 500,000
J H Markham 09/04/02 222p 30,000 30,000
I D Smith 02/04/04 52.5p 100,000 100,000
After an initial two year qualification period options are exercisable at any time up to
the tenth anniversary of the date of grant.
The market price of the Company’s share at 31 December 2006 was 12.5p: the range of
market prices during the year was 10p to 38p.
Directors’ Interests in shares
The directors of the Company at the end of the year, and their interests in the 1p
ordinary shares of the Company were:
2006 2005
M S Abrahams 151,546 151,546
R Harpum 57,945 7,945
J H Markham 14,366 14,366
I D Smith 4,444 4,444
222 222
All directors’ interests are beneficially held. 
Remuneration Report (continued) On 15 January 2007 the directors subscribed to the following shares as part of the Cash
placing approved by the shareholders on 12 January 2007.
M S Abrahams 150,000
R Harpum 100,000
ID Smith 50,000
JH Markham 12,500
222
JOHN H MARKHAM
Chairman, Remuneration Committee
29 March 2007
Statement of Directors’ Responsibilities
Company law requires the directors to prepare financial statements for each financial
year. Under that law the directors have elected to prepare the financial statements in
accordance with United Kingdom Generally Accepted Accounting Practice (United
Kingdom Accounting Standards and applicable law). The financial statements are
required by law to give a true and fair view of the state of the affairs of the Group and
Company and of the profit or loss 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;
 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.
In so far as the directors, individually, are aware:
 there is no relevant audit information of which the Group and the Company’s
auditor is unaware; and 
 the directors have taken all steps that they ought to have taken to make
themselves aware of any relevant audit information and to establish that the
auditor is aware of that information.
16
INDITHERM plc
Remuneration Report (continued) 17
The directors present their report together with the Group’s audited financial
statements for the year ended 31 December 2006.
Results and Dividends
The profit and loss account is set out on page 21 and shows the loss 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 4.
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.
Substantial Interests
At 28 February 2007 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
Cazenove Fund Management Limited 13,701,000 26.8%
Invesco 5,000,000 9.8%
Aviva plc 4,022,085 7.9%
First State 4,000,000 7.8%
Allianz Cornhill Insurance plc 3,800,000 7.4%
Phoenix VCT plc 3,400,000 6.7%
AXA Investment Managers Limited 2,627,085 5.1%
Patrick O’Grady 2,009,536 3.9%
Lattice Group Pension Scheme 1,760,000 3.4%
AIM Realisation Fund Limited 1,630,000 3.2%
222 222
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. The number of days’ purchases
represented by trade creditors at the year end was 42 (2005: 54).
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
Report of the Directors
for the Year ended 31 December 2006 disclosures. The amount of foreign currency held is not considered to be material and
the Group doesn’t consider the use of derivatives as appropriate.
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.
In the opinion of the directors the fair values of the financial assets and liabilities are
not materially different from their book values.
Re-appointment of Auditors
Tenon Audit Limited have expressed their willingness to continue in office and a
resolution to reappoint them will be proposed at the Annual General Meeting.
Special Business
 Resolution 4 in the Notice of Annual General Meeting on page 38 renews the
authority of the Directors to allot relevant securities. The nominal amount of
securities to which the authority relates is £15k, which represents approximately
3% of the Company’s current issued share capital. Such authority will expire at the
conclusion of the Annual General Meeting next following the passing of this
Resolution or if earlier fifteen months after the date of this Ordinary Resolution.
The Directors have no present intention of exercising this authority.
 Resolution 5 waives the statutory pre-emption rights under s.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 4. There is no present
intention to make any such allotment of equity securities, but the directors
consider it desirable to maintain the flexibility afforded by this power.
 The directors believe that both of the above Resolutions are in the best interests of
the Company and shareholders and they therefore recommend Shareholders’ to
vote in favour of the Resolutions.
By order of the Board
IAN D SMITH
Secretary
29 March 2007
18
INDITHERM plc
Report of the Directors (continued) We have audited the financial statements of Inditherm plc for the year ended
31 December 2006 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
As described in the statement of directors’ responsibilities on page 16 the company’s
directors are responsible for the preparation of financial statements in accordance with
applicable law and United Kingdom Accounting Standards (United Kingdom
Generally Accepted Accounting Practice). 
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 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 Report of the Directors, the Chairman’s Statement, the Chief Executive’s
review, the Financial review, 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 International Standards on Auditing (UK
and Ireland) issued by the Auditing Practices Board. An audit includes examination,
on a test basis, of evidence relevant to the amounts and disclosures in the financial
statements. It also includes an assessment of the significant estimates and judgements
made by the directors in the preparation of the financial statements, and of whether the
accounting policies are appropriate to the group and the company’s circumstances,
consistently applied and adequately disclosed.
19
Independent Auditors’ Report to the Members of
Inditherm plc  Basis of Audit Opinion (continued)
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.
Opinion
In our opinion:
 the financial statements give a true and fair view in accordance with United
Kingdom Generally Accepted Accounting Practice, of the state of the affairs of
the company and the group as at 31 December 2006 and of the loss of the group
for the year then ended;
 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.
TENON AUDIT LIMITED
Chartered Accountants 
and Registered Auditor
Nottingham
29 March 2007
20
INDITHERM plc
Independent Auditors’ Report to the Shareholders of
Inditherm plc (continued) 21
2006 2005
Note £’000 £’000
T urnover 2 1,564 1,035
Cost of sales (1,155) (698)
111 111
Gross profit 409 337
Administrative expenses (1,648) (1,789)
Operating loss before exceptional costs (1,087) (1,402)
Exceptional costs 4 (152) (50)
Operating loss 4 (1,239) (1,452)
Interest receivable 84 139
Interest payable 5 (1) (1)
111 111
Loss on ordinary activities before taxation (1,156) (1,314)
Taxation credit from loss on ordinary activities 6 24 35
111 111
Sustained deficit for the year 19 (1,132) (1,279)
222 222
Loss per share – basic and diluted 7 (5.4)p (6.1)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 2006 2006 2005
As restated
Note £’000 £’000 £’000 £’000
Fixed assets
Intangible assets 8 29 43
Tangible assets 9 209 270
111 111
238 313
Current assets
Stocks 11 121 200
Debtors 12 291 292
Investment 13 – 250
Cash at bank and in hand 1,747 2,363
111 111
2,159 3,105
Creditors: amounts falling due
within one year 14 (583) (311)
111 111
Net current assets 1,576 2,794
111 111
Total assets less current liabilities 1,814 3,107
Provision for liabilities 16 (107) (268)
111 111
Net assets 1,707 2,839
222 222
Capital and reserves
Called up share capital 18 211 211
Share premium 19 7,423 7,423
Other reserve 19 50 50
Share based payment reserve 19 60 60
Profit and loss account 19 (6,037) (4,905)
111 111
Shareholders’ funds 20 1,707 2,839
222 222
Approved by the Board on 29 March 2007 and signed on its behalf by:
R HARPUM I D SMITH
Director Director
22
INDITHERM plc
Consolidated Balance Sheet
at 31 December 2006 23
2006 2005
As restated
Note £’000 £’000 £’000 £’000
Fixed assets
Tangible assets 9 209 270
Investments in subsidiaries 10 – –
111 111
209 270
Current assets
Stocks 11 121 200
Debtors: amounts falling due within
one year 12 291 292
Debtors: amounts falling due after
one year 12 933 947
Investment 13 – 250
Cash at bank and in hand 1,747 2,363
111 111
3,092 4,052
Creditors: amounts falling due
within one year 14 (583) (311)
111 111
Net current assets 2,509 3,741
111 111
Total assets less current liabilities 2,718 4,011
Provision for liabilities 16 (107) (268)
111 111
Net assets 2,611 3,743
222 222
Capital and reserves
Called up share capital 18 211 211
Share premium 19 7,423 7,423
Other reserve 19 50 50
Share based payment reserve 19 60 60
Profit and loss account 19 (5,133) (4,001)
111 111
Shareholders’ funds 20 2,611 3,743
222 222
Approved by the Board on 29 March 2007 and signed on its behalf by:
R HARPUM I D SMITH
Director Director
Company Balance Sheet
at 31 December 2006 2006 2005
Note £’000 £’000 £’000 £’000
Net cash outflow from operating activities 21 (983) (1,340)
Returns on investments and servicing 
of finance
Interest received 84 139
Interest element of hire purchase 
payments (1) (1)
111 111
Net cash inflow from returns on
investments and servicing of finance 83 138
Taxation 24 35
Capital expenditure and financial 
investment
Purchase of tangible fixed assets (19) (60)
Sale of Investment 284 –
111 111
Net cash inflow/(outflow) from capital 
expenditure and financial investment 265 (60)
111 111
Net cash outflow before management 
of liquid resources and financing (611) (1,227)
Management of liquid resources
Decrease in cash on short-term deposit 22 695 1,208
Financing
Issue of shares – 14
Capital element of hire purchase 
payments 22 (5) (14)
111 111
Net cash outflow from financing (5) –
111 111
Increase/(decrease) in cash 22 79 (19)
222 222
24
INDITHERM plc
Consolidated Cash Flow Statement
for the Year ended 31 December 2006 25
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:
Change of accounting policy
The Group is required to adopt FRS20 "Share-based Payment (IFRS2)" in respect of the
financial statements for the year ended 31 December 2006. Accordingly, these accounts
have been prepared in accordance with this standard. The effect of adopting this
standard has been to increase the loss brought forward at 31 December 2004 by £60,000
and create a Share-based payment reserve of the same amount.
Basis of consolidation
The financial statements of the group consolidate the financial statements of Inditherm
plc and its subsidiary undertakings up to 31 December 2006 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. The loss
after taxation for the year dealt within the accounts of the parent company was £1,132k
(2005: £1,279k).
Turnover
Turnover represents sales to outside customers at the value of work done excluding
value added tax and trade discounts. Where appropriate, the recognition of income is
deferred according to the specific circumstances of material transactions.
Long term contracts are included in turnover on the basis of the sales value of the work
performed during the period by reference to the total sales value and stage of
completion of these contracts.
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.
Notes forming part of the financial statements
for the Year ended 31 December 2006 26
INDITHERM plc
1 Accounting Policies (continued)
Tangible Fixed Assets and Depreciation
The cost of tangible fixed assets is the purchase price together with any incidental costs
of acquisition.
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% – 25% per annum
Motor vehicles – 25% per annum
Plant, machinery and office equipment – 20% – 33% 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.
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.
Share-based incentives
In accordance with FRS 20 the fair value of equity settled share-based payments to
employees are determined at the date of grant and expensed on a straight line basis
over the vesting period based upon the Group’s estimate of options that will
eventually vest. The fair value is determined by the Black-Scholes pricing model.
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.
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 in which they
become payable.
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2006 1 Accounting Policies (continued)
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.
Warranty provision
The performance of products is warranted against clearly defined performance
specifications established by reference to the technical and development testing carried
out at the manufacturing facility in Rotherham and in the field.
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.
2006 2005
£’000 £’000
United Kingdom 1,282 937
Export 282 98
111 111
1,564 1,035
222 222
3 Employees and directors’ remuneration
2006 2005
£’000 £’000
Staff costs consist of:
Wages and salaries 1,024 988
Social security costs 112 104
Pension costs 24 24
Compensation for loss of office 20 24
111 111
1,180 1,116
222 222
Average number of persons including Executive Directors employed:
2006 2005
Number Number
Management and administration 4 6
Sales 8 7
Development 2 2
Production 16 15
111 111
30 30
222 222
Details of directors’ remuneration are set out in the Remuneration Report on page 15.
27
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2006 4 Operating loss
2006 2005
£’000 £’000
This is arrived at after charging/(crediting):
Depreciation of owned assets 75 59
Depreciation of assets held under hire purchase contracts 5 20
Amortisation of intangible fixed assets 14 13
Loss on disposal of fixed assets – 5
Operating lease costs – plant and machinery 2 2
– other operating leases 71 71
Profit on sale of investment (34) –
Auditor’s remuneration 14 13
Remuneration paid to auditors for non audit services
– Taxation 3 3
– Other services 6 5
Research and development 101 164
Exceptional costs
– Provision for costs of upgrading patient warming systems 75 –
(see note 16)
– Corporate finance advice 57 –
– Compensation for loss of office 20 50
Grant income and amortisation (61) (7)
222 222
5 Interest payable
2006 2005
£’000 £’000
Hire purchase 1 1
222 222
6 Taxation credit from loss on ordinary activities
(a) Analysis of credit in year
2006 2005
£’000 £’000
Current tax:
UK corporation tax credit 24 35
222 222
28
INDITHERM plc
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2006 6 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:
2006 2005
As
restated
£’000 £’000
Loss on ordinary activities before taxation (1,156) (1,314)
111 111
Loss on ordinary activities multiplied by expected 
rate of corporation tax of 19% (2005: 19%) (220) (250)
Effects of:
Depreciation in excess of capital allowances 17 16
Research and development tax credit (24) (35)
Trading losses carried forward 203 234
111 111
(24) (35)
222 222
(c) Factors that may affect future tax charges
This Group has tax losses and excess capital allowances estimated at £5,182,000
(2005: £4,218,000) available for relief against future trading profits.
7 Loss per share
The calculation of loss per ordinary share is based on losses of £1,132,000 (2005:
£1,279,000) and on a weighted average of 21,112,581 (2005 : 21,073,948) ordinary shares
in issue during the year. The share options are anti-dilutive due to the loss in the year.
29
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2006 30
INDITHERM plc
8 Intangible assets
Intellectual
Group property rights
£’000
Cost
At 1 January 2006 and 31 December 2006 136
111
Amortisation
At 1 January 2006 93
Provided for the year 14
111
At 31 December 2006 107
111
Net book value
At 31 December 2006 29
222
At 31 December 2005 43
222
9 Tangible assets 
Group and Company Plant,
Fixtures machinery ,
and office Motor
fittings equipment vehicles Total
£’000 £’000 £’000 £’000
Cost 
At 1 January 2006 231 129 119 479
Additions 4 15 – 19
111 111 111 111
At 31 December 2006 235 144 119 498
111 111 111 111
Depreciation
At 1 January 2006 91 52 66 209
Provided for the year 25 32 23 80
________ ________ ________ ________
At 31 December 2006 116 84 89 289
________ ________ ________ ________
Net book value
At 31 December 2006 119 60 30 209
222 222 222 222
At 31 December 2005 140 77 53 270
222 222 222 222
The net book value of tangible fixed assets includes an amount of £nil (2005: £12,000)
in respect of assets held under hire purchase contracts.
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2006 31
10 Fixed asset investments – Company
Investments in subsidiaries at cost:
£
At 1 January 2006 and 31 December 2006 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
property rights Ordinary
Inditherm (UK) Limited Dormant Ordinary
Inditherm Construction Limited   Dormant Ordinary
11 Stocks
Group and Company
2006 2005
£’000 £’000
Raw materials 113 197
Work in progress 8 3
111 111
121 200
222 222
12 Debtors
Group Company
2006 2005 2006 2005
£’000 £’000 £’000 £’000
Trade debtors 233 217 233 217
Amount owed by subsidiary undertaking – – 933 947
Other debtors 9 41 9 41
Prepayments 49 34 49 34
111 111 111 111
291 292 1,224 1,239
222 222 222 222
All amounts shown under debtors fall due for payment within one year, with the
exception of the amount owed to the Company by a subsidiary undertaking £933,000
(2005: £947,000). 
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2006 13 Current asset investment
Unlisted investment – Group and Company £’000
At 31 December 2005 250
Disposals (250)
111
At 31 December 2006 –
222
The investment was made on 26 February 2002 and represents the cost of a unitised
International With Profits Bond with Axa Isle of Man Limited. The bond was sold on
11 December 2006 and realised a profit of £34,098.
14 Creditors: amounts falling due within one year
Group and Company
2006 2005
£’000 £’000
Trade creditors 203 161
Other creditors 87 41
Taxation and social security 33 30
Obligations under hire purchase contracts – 5
Accruals and deferred income 50 74
Payments due to Pegasus under Contract 210 –
111 111
583 311
222 222
The payments due to Pegasus arises from the agreement with Pegasus Ltd dated
24 September 2003 whereby a 10% Royalty is payable in respect of qualifying medical
sales. In the event that qualifying medical sales fail to reach £2.5m in aggregate for the
four year period ending 23 September 2007 the remaining balance becomes payable.
15 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 and
the Group doesn’t consider the use of derivatives as appropriate.
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.
In the opinion of the directors the fair values of the financial assets and liabilities are
not materially different from their book values.
32
INDITHERM plc
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2006 33
16 Provision for liabilities
Warranty Royalty Total
provision provision provision
£’000 £’000 £’000
Balance at 1 January 2006 39 229 268
Paid during the year (27) (19) (46)
Charge for the year 95 – (95)
Balance transferred to current liabilities – (210) (210)
111 111 111
Balance at 31 December 2006 107 – 107
222 222 222
A provision was made during the year of £75,000 for the cost of upgrading medical
mattress’s manufactured to an old design that was in use until 31 December 2005. The
upgrade contains additional safety features and would detect damage to the product
caused by misuse and storing in a method contrary to the operating instructions. 
17 Prior period adjustment
There is no impact on taxation as a result of the implementation of of FRS 20.
In accordance with FRS 20 the fair value of equity settled share-based payments to
employees are determined at the date of grant and have been charged against profit
over the period the options have vested. The accounts for the relevant period (2004)
have been restated and a share-based payment reserve of £60,000 has been created. The
adoption of FRS 20 represents a change in accounting policy the impact of which has
been to reduce the profit and loss account reserve at 31 December 2005 and 2006 by
£60,000. There was no impact on reported profit in either year.
18 Share capital 
Issued, called up and fully paid
Ordinary
shares of
lp each
Number £’000
As at 1 January 2006 and 31 December 2006 21,112,581 211
2222 222
Authorised share capital 
at 1 January 2006 and 31 December 2006 £’000
Ordinary shares of 1p each 78,000,000 780
Preference shares of £1 each 220,000 220
111
1,000
222
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2006 34
INDITHERM plc
19 Reserves
Group
Share
Share based Profit
premium Other payment and loss
account reserve reserve account
£’000 £’000 £’000 £’000
At 1 January 2006 as previously reported 7,423 50 – (4,845)
Prior period adjustment – – 60 (60)
111 111 111 111
As restated 7,423 50 60 (4,905)
Loss for the year – – – (1,132)
111 111 111 111
At 31 December 2006 7,423 50 60 (6,037)
222 222 222 222
Company
Share
Share based Profit
premium Other payment and loss
account reserve reserve account
£’000 £’000 £’000 £’000
At 1 January 2006 as previously reported 7,423 50 – (3,941)
Prior period adjustment – – 60 (60)
111 111 111 111
As restated 7,423 50 60 (4,001)
Loss for the year – – – (1,132)
111 111 111 111
At 31 December 2006 7,423 50 60 (5,133)
222 222 222 222
20 Reconciliation of movements in shareholders’ funds
Group Company
2006 2005 2006 2005
As restated As restated
£’000 £’000 £’000 £’000
Loss for the year (1,132) (1,279) (1,132) (1,279)
Issue of share capital (including premium) – 14 – 14
111 111 111 111
Net movement in shareholders’ funds (1,132) (1,265) (1,132) (1,265)
Opening shareholders’ funds 2,839 4,104 3,743 5,008
111 111 111 111
Closing shareholders’ funds 1,707 2,839 2,611 3,743
222 222 222 222
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2006 21 Reconciliation of operating loss to net cash outflow from operating activities
2006 2005
£’000 £’000
Operating loss (1,239) (1,452)
Profit on disposal of current asset investment (34) –
Depreciation and amortisation 94 92
Loss on disposal of fixed assets – 5
Decrease in stocks 79 24
Decrease in debtors 1 215
Increase/(decrease) in creditors 277 (220)
Decrease in provisions (161) (4)
111 111
Net cash outflow from operating activities (983) (1,340)
222 222
22 Analysis of changes in net funds
31
1 January Cash December
2006 flow 2006
£’000 £’000 £’000
Cash at bank and in hand 2,363 (616) 1,747
Less: Term deposits treated as liquid resources (2,364) 695 (1,669)
111 111 111
(1) 79 78
Obligations under hire purchase contracts (5) 5 –
Term deposits 2,364 (695) 1,669
111 111 111
2,358 (611) 1,747
222 222 222
Included within cash at bank and in hand is a deposit for £250,000 which is used as
collateral for bank facilities provided by HSBC plc. These facilities included a bank
guarantee issued to Highbridge (Houndhill) Industries Ltd for £142,920, being a rolling
two years rent on the manufacturing facility at Rotherham.
35
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2006 36
INDITHERM plc
23 Reconciliation of net cash flow to movement in net funds
2006 2005
£’000 £’000
Increase/(decrease) in cash in year 79 (19)
Cash outflow from decrease in debt 5 14
Cash inflow from decrease in liquid resources (695) (1,208)
111 111
Decrease in net funds from cash flows (611) (1,213)
111 111
Net funds at the beginning of the year 2,358 3,571
111 111
Net funds at the end of the year 1,747 2,358
222 222
24 Commitments under operating leases
As at 31 December 2006 annual commitments under non cancellable operating leases
as follows:
Group and Company
2006 2005
Land and Land and
Buildings Other Buildings Other
£’000 £’000 £’000 £’000
Operating leases which expire:
Within two to five years –6 –2
After five years 71 – 71 – 
222 222 222 222
25 Contingent liability
The Company has received revenue and capital grants totalling £133,000 in 2003 and
2004, of which £6,663 has been recognised in the current year. Under certain conditions
the grant may become repayable if various targets are not achieved.
During the normal course of business the business offers warranties against clearly
defined performance specifications.
26 Post balance sheet events
On 15 January 2007 the Company issued 30,000,000 new ordinary shares of 1p each for
a consideration of 10p per share. The Company received £2.8m net of expenses.
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2006 Profit and Loss (As restated)
2006 2005 2004 2003 2002
£000’s £000’s £000’s £000’s £000’s
Continuing income from 
product sales 1,564 1,035 1,598 616 483
Non recurring income – ––– 200
Turnover 1,564 1,035 1,598 616 683
Gross profit 409 337 518 267 353
Overheads (1,648) (1,789) (2,082) (1,085) (1,134)
Operating loss before 
exceptionals (1,087) (1,402) (1,236) (684) (981)
Exceptional (costs)/income (152) (50) (328) (134) 200
Loss on ordinary activities 
after taxation (1,132) (1,279) (1,366) (786) (717)
Loss per share – basic and 
diluted (5.4p) (6.1p) (6.5p) (7.2p) (6.8p)
111 111 111 111 111
Balance Sheet
Net current assets/(liabilities) 1,576 2,794 4,033 5,303 1,057
Net assets/(liabilities) 1,707 2,839 4,104 5,410 1,481
Net funds/(debt) 1,747 2,358 3,571 4,995 738
111 111 111 111 111
37
Five Year Summary Notice is given that the 2007 Annual General Meeting of the Company will be
held at Wentbridge House Hotel, Wentbridge, Pontefract, West Yorkshire WF8
3JJ on Friday 27 April 2007 at 2.00 pm for the following purposes:
ORDINARY BUSINESS
1. To receive and adopt the accounts of the Company for the year ended
31 December 2006 together with the Directors’ Report and the Auditors’
Report and to consider the recommendation of the directors that no dividend
be declared in respect of the year.
2. To reappoint Tenon 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–appoint Mr Richard Harpum, retiring by rotation, as director in
accordance with the provisions of the Articles of Association.
SPECIAL BUSINESS
To consider, and if thought if fit, pass the following resolutions, of which
Resolution 4 will be proposed as an ordinary resolution and Resolution 5 will
be proposed as a special resolution.
4. Generally and unconditionally to authorise the Directors (subject to the
passing of Resolution 5 below and in substitution for all existing authorities)
to exercise all the powers of the Company to allot relevant securities, within
the meaning of Section 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.
38
INDITHERM plc
Notice of Annual General Meeting 5. To empower the directors (subject to the passing of Resolution 4 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 4 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
29 March 2007 Wath-upon-Dearne
S63 7LG
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, Proxy Processing Centre, Telford Road, BICESTER OX26 4LD by 2.00 pm on 25 April 2007. 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 2.00pm on 25 April 2007 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.
39
Notice of Annual General Meeting (continued) 40
INDITHERM plc
 Preliminary Announcement – March
 Annual General Meeting – April
 Half Year End – June
 Interim Announcement – September
 Year End – December 
Financial Calendar  Headquarters and Registered Office:
Inditherm House
Houndhill Park
Bolton Road
Wath-upon-Dearne
Rotherham, S63 7LG
Telephone: +44 (0) 1709 761000
Fax: +44 (0) 1709 761066
e-mail: sales@indithermplc.com
website: www.indithermplc.com