Inspicio plc 
Annual Report and Accounts 2006
Inspicio plc
10 Buckingham Street 
London WC2N 6DF
Tel: +44 (0)20 7004 2780 
Fax: +44 (0)20 7004 2781 
www.inspicio.com
Inspicio plc Annual Report and Accounts 2006
_cover.indd   1 24/05/2007   15:09:40 Inspicio plc was admitted to AIM in 
April 2005 as a newly incorporated 
company, established to acquire and 
manage market-leading organisations 
in the testing, inspection and performance 
conformity markets, both in the UK 
and internationally. 
Inspicio plc has more than 5,700 
employees and operates in over 
125 countries. Its operating businesses 
include Inspectorate – a global leader 
in commodity testing and inspection 
services, the Environmental Services 
Group – a leading provider of 
environmental testing services, and 
Eclipse Scientific Group – the UK’s 
leading food testing business.
 01 highlights
 02 chairman’s statement
 04 chief executive’s review
 08 financial review
 10 directors
 11 directors’ report
 13 corporate governance statement
 15 remuneration report
 17 independent auditors’ report
 18  consolidated profit and  
loss account
 18  consolidated statement of total 
recognised gains and losses
 19 group balance sheet
 20 company balance sheet
 21 consolidated cash flow statement
 22  reconciliation of net cash flow 
to movement in net debt
 23 notes to the financial statements
 48  guidance for shareholders
 49 notice of annual general meeting
 51 form of proxy
 IBC  corporate and  
shareholders’ information
Company Secretary  
and registered office
Rowena Nixon, FCIS 
10 Buckingham Street 
London WC2N 6DF
Registered Company number
05414237
Nominated adviser
Altium Capital Limited
30 St James’ Square 
London SW1Y 4AL
Joint stockbrokers
Citigroup Global Markets Limited
Canada Square 
Canary Wharf 
London E14 5LB
Bridgewell Limited
Old Change House 
128 Queen Victoria Street 
London EC4V 4BJ
Auditors
PricewaterhouseCoopers LLP
Abacus House 
Castle Park 
Cambridge CB3 0AN
Solicitors
Mayer Brown Rowe & Maw
11 Pilgrim Street 
London EC4V 6RW
Jones Day
21 Tudor Street 
London EC4Y 0DJ
Principal bankers
HSBC Bank plc
26 Broad Street 
Reading 
Berkshire RG1 2BU
Barclays Bank plc
1 Churchill Place 
Canary Wharf 
London E14 5HP
Registrars 
Capita Registrars
7th Floor, Phoenix House 
18 King William Street 
London EC4N 7HE
corporate and shareholders’ information
Inspectorate
Inspectorate is a world leader in the 
inspection and laboratory analysis of 
traded commodities with over 120 offices 
and 4,600 employees. Its testing and 
inspection businesses cover products in 
the oil and petroleum, metals and minerals, 
and food and agrochemical sectors. Since 
its acquisition by Inspicio, the Inspectorate 
businesses have performed well.
Inspectorate’s international infrastructure 
provides other Inspicio companies with 
outstanding opportunities to expand on 
a global basis.
Environmental Services Group
Environment Services Group is a leading 
provider of environmental testing services 
for both naturally occurring and built 
environments. It combines some of the 
UK’s best-known environmental brands to 
deliver integrated ‘cradle to grave’ services 
to customers throughout the United Kingdom 
and the Republic of Ireland, and has recently 
expanded into Europe and the Middle 
East. ESG has added 17 offices and 800 
employees to the Inspicio Group.
Eclipse Scientific Group
Eclipse Scientific Group is one of the 
UK’s leading analytical testing businesses 
with ten laboratories across the United 
Kingdom and the Republic of Ireland. 
Eclipse provides a range of microbiological 
and chemical testing services that focus 
on the food and drink, pharmaceutical 
and environmental sectors. Specialist 
testing for vitamins, pesticide residues, 
additives, minerals, milk, allergens and 
veterinary residues is also undertaken. Food 
analysis is complemented by consultancy 
services in areas such as HACCP , ISO 9000, 
food technology, legal and labelling advice. 
Eclipse added ten laboratories and over 
300 employees to the Group.
_cover.indd   2 24/05/2007   15:09:41 01
Inspicio plc Annual Report and Accounts 2006
highlights
Financial highlights: 

 Group turnover £161.9m (2005: £26.2m)

 Divisional turnover: Inspectorate: £126.1m, ESG: £28.1m, Eclipse: £7.7m 

  Revenue growth in Inspectorate of 16.9 per cent at comparable 
exchange rates (15.3 per cent at actual rates)

  Inspectorate’s operating profit before exceptional items £5.2m 
(2005: loss £0.6m) at a margin of 4.1 per cent (2005: loss 0.6 per cent) 

  Group earnings before exceptional items, interest, tax, depreciation 
and amortisation at £13.1m (2005: £0.9m)

 Group pre-tax profit £0.5m (2005: loss £4.5m)
Operational highlights: 

  Strong performance in all divisions, with the Group delivering against 
its plans

  Turnaround at Inspectorate on track; strong trading delivered improved 
sales and margin growth 

  Successful acquisitions of ESG (May) and Eclipse (August) adding depth 
and scale to global reach

  Good progress in integrating acquired businesses and leveraging 
operational synergies 

  Business driven by increased regulation, high barriers to entry and 
growing world trade
Group turnover 
£161.9m
2005: £26.2m
Group earnings*
£13.1m
2005: £0.9m
Operating cash flow 
£13.2m
2005: (£5.6m)
Normalised EPS*
4.4p
2005: loss (1.5p)
Inspectorate revenue growth* 
16.9%
2005: n/a
Inspectorate operating margin* 
4.1%
2005: loss (0.6%)
* Non-statutory information note 36 
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Inspicio plc Annual Report and Accounts 2006
chairman’s statement
Keith Tozzi
 “ The turnaround 
of Inspectorate 
has continued on 
track, with trading 
particularly strong 
throughout 2006.”
I am delighted to report Inspicio’s financial results for its first full year of 
operations. It has been a very busy period in which the turnaround of 
Inspectorate has continued on track and the Group made significant 
strategic acquisitions of the Environmental Services Group (“ESG”) in May 
and the Eclipse Scientific Group (“Eclipse”) in August which have added to 
the depth and strength of Inspicio’s global offering. We are very pleased 
with both these acquisitions. Their results have been strong and their 
integration into the Group has progressed well.
Turnover for the Group for the 12 months to 31 December 2006 was 
£161.9m (2005: £26.2m) and earnings, including income from joint 
ventures, before exceptional items, amortisation, interest and tax were 
£7.6m, compared to a loss of £0.5m in the 38 weeks to 31 December 2005. 
Group profit before interest and tax was £3.2m (2005: loss of £4.3m).
In Inspectorate, trading has been particularly strong throughout 2006. 
Inspectorate’s principal operational focus is in the commodity testing and 
inspection sector and the Company enjoys a strong brand and reputation 
for excellent client service. As a result, Inspectorate’s revenue growth for 
the 12 months to 31 December 2006 was 16.9 per cent at constant exchange 
rates. Operating profit before exceptional items was £5.2m at a margin 
of 4.1 per cent. This compares to a loss of £0.6m in the 12 months to 
31 December 2005 on a pro forma basis. Inspectorate is on track to 
achieve 8 per cent operating margins in the second half of 2007.
On 2 May 2006 Inspicio acquired ESG for £16.0m. ESG includes several 
businesses in the soil, environmental and building testing sector providing 
laboratory-based testing and consulting services. On 11 August 2006, the 
Group acquired Eclipse, the leading UK food testing business, for £47.0m. 
Both groups have traded well since their acquisition. 
“ The Group made 
significant strategic 
acquisitions of ESG 
in May and Eclipse 
in August.”
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Inspicio plc Annual Report and Accounts 2006
“ The market continues 
to be driven by 
increased regulation, 
high barriers to 
entry and growing 
world trade.”
“ With our global 
infrastructure, Inspicio 
is very well positioned 
to expand all areas 
of its businesses.”
In addition to ESG and Eclipse, the Group also completed several small  
in-fill acquisitions, the total consideration for which was £4.9m (including 
expected deferred payments), which added £1.1m of turnover in 2006.
The Group’s strategy includes the buying out of minority interests and 
agents in the Inspectorate network, thus strengthening our control over 
the use of the Group’s brand as well as over the testing and inspection 
processes and standards. During 2006 a majority stake was acquired in 
our Libyan agent and the minority interest in Hungary was acquired 
outright. Inspectorate also acquired an agent in Portugal and expanded 
its Metals & Minerals capabilities in Australia through the acquisition of 
Renton Laboratory Pty Ltd (“Standard & Reference Laboratories”).
Two small in-fill acquisitions were also completed in Eclipse following 
its acquisition by Inspicio, which strengthened its service offerings and 
geographic food testing capabilities. 
The market continues to be driven by increased regulation, high barriers 
to entry and growing world trade. With our global infrastructure, Inspicio 
is very well positioned to expand all areas of its businesses and to capitalise 
on the strength of underlying demand for its services. We are delighted 
with progress to date and are confident of future prospects.
I would like to congratulate the rest of the management team for the success 
that we have achieved this year and to offer my continued thanks to each 
staff member for their commitment and dedication over the past year.
Keith Tozzi 
Non-executive Chairman
22 May 2007
_0_ins_front_ar06.indd   4 24/05/2007   15:09:56 The results for the year to 31 December 2006 include 12 months of 
Inspectorate, eight months of ESG and 20 weeks of Eclipse. The comparative 
figures for the 38 week period ended 31 December 2005 include head 
office costs from the date of incorporation in April and the trading results 
of Inspectorate from its acquisition on 13 October 2005. 
Inspectorate 
Inspectorate’s results for 2006 were strong in both sales and margin 
improvement. Compared to the pro forma results for the 12 months 
to 31 December 2005, sales grew 15.3 per cent, or 16.9 per cent at 
comparable exchange rates (note 36). Excluding acquisitions, sales growth 
was 14.3 per cent. In the Oil & Petroleum business, an active trading market 
generated robust revenues in trader, blending and refining activities. In the 
Metals & Minerals business, high gold and other precious metal prices 
increased analysis requirements and encouraged significant mining and 
geochemical exploration. 
The operating margin improved from a pro forma loss (0.6 per cent) 
in 2005 to 4.1 per cent in 2006. This was achieved by reducing costs, 
undertaking a larger proportion of higher margin testing work, a more 
advantageous pricing regime, and the focus of management on financial 
targets in a decentralised structure. Inspectorate is on track to achieve 
the margin target of 8 per cent in the second half of 2007 as outlined 
by Inspicio’s management on its acquisition in October 2005.
Americas
The Americas generated revenue of £62.2m, representing 49.3 per cent of 
Inspectorate’s revenue and growth of 16.2 per cent over pro forma 2005. 
The US Oil & Petroleum division continued to be the largest revenue generator 
in this region. Demand for testing of biodiesel grew during the year to 
support increased biodiesel blending. Although biodiesel is a relatively 
small part of current revenues, Inspectorate has focused on gaining a lead 
position in this area and, as a result, has won several contracts in the Houston, 
New York, T ampa, New Orleans, San Francisco and Seattle markets.
Ultra Low Sulphur legislation enacted in the fourth quarter of the year 
increased the demand for testing of sulphur levels in diesel oil and ten 
laboratories have been equipped with new low level sulphur detectors. 
chief executive’s review
Mark Silver
“ Inspectorate is 
on track to achieve 
the margin target 
of 8 per cent in 
the second half 
of 2007.”
04
Inspicio plc Annual Report and Accounts 2006
“ Inspectorate’s results 
for 2006 were strong 
in both sales and 
margin improvement.”
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Inspicio plc Annual Report and Accounts 2006
“ New premises 
in Los Angeles 
doubled capacity 
in the year and 
attracted significant 
testing business.”
“ The US Oil & 
Petroleum division 
continued to be 
the largest revenue 
generator in the 
Americas region.”
New premises in Los Angeles doubled capacity in the year and attracted 
significant testing business as a result. A new division, servicing the liquefied 
natural gas sector, was set up in the year and a new contract with a major 
US pipeline operator was won to perform outsourced testing in the Gulf 
Coast and Eastern Seaboard. 
In South America, revenues increased across a variety of platforms. New 
laboratory facilities were built in Venezuela which enabled the business to 
expand into water testing and, in Argentina, revenues were boosted with 
a contract to test air, noise and water for a major mining consortium. The 
Colombian operation had a successful year following improvements to its 
service capabilities especially in the coal sector. Our minerals laboratory in 
Mexico was also expanded in response to growth in the geochemicals market. 
Asia
Asia generated £11.4m of revenue representing 9.1 per cent of Inspectorate’s 
revenue and growth of 34.2 per cent over pro forma 2005. 
Growth in this region has principally been driven by strong demand in 
China, India and Singapore. Penetration into the Chinese market continues 
to be successful, especially within our coal and coke business and we are 
developing plans to continue expanding Inspectorate’s laboratory capabilities. 
Our laboratory facilities in Singapore have been enhanced and now include 
full biodiesel testing capabilities. Singapore has also benefited from outsourced 
work from the Government of Singapore and services a high proportion 
of its petroleum blending activities. 
The acquisition of Standard & Reference Laboratories in Australia has given 
the Group a stronger position in the Metals & Minerals geochemicals market 
and is being successfully integrated into the Group.
Europe, Middle East and Asia
The combined revenues of the EMEA region were £52.4m representing 
41.5 per cent of Inspectorate’s revenue and growth of 11.6 per cent 
year on year. 
In the UK, trading improved through the year in the Metals & Minerals 
business. Our Witham laboratory is internationally renowned, particularly 
for the testing of precious metals. Commodity trading activity was very 
buoyant in 2006 and the division was successful in winning back business 
previously lost. Sales increased 20.7 per cent. In the Oil & Petroleum 
division, laboratory testing increased after the Buncefield oil depot fire.
The Inspectorate network was expanded by the purchase of an agent in 
Portugal and a majority stake in our Libyan agent and the outright purchase 
of the minority interest in Hungary. Operations commenced in Ghana and 
laboratory capabilities were enhanced in Nigeria, India and Saudi Arabia.
In Eastern Europe, our Russian business recovered from unprecedented 
winter conditions at the beginning of the year to exceed management 
expectations over the whole year. The Baltic operations were restructured 
to encourage opportunities across the region while the Swiss co-ordination 
centre was reduced in size to return more autonomy to individual businesses. 
Inspectorate’s strong position in Oil & Petroleum and fertiliser inspections 
in Eastern Europe was further consolidated during the year.
Metals and Minerals
During the year, the Metals & Minerals division was reorganised into 
a more global structure. The new Reno laboratory facility was completed 
and is now fully functional. New preparatory laboratories were opened 
in Colombia and Mexico to increase efficiency of the flow of samples 
into the Reno and Peru facilities. The acquisition of Standard & Reference 
Laboratories and the continued success of Witham meant that our Metals 
& Minerals business had an encouraging year.
Inspectorate continues to be driven by strong commodity volume movements 
and the globalisation of world trade, as manufacturing and the production 
of goods continue to migrate to developing countries. We see outsourcing 
opportunities within the operation, and the strength of the Inspectorate 
brand and breadth of our network means that we believe we are well 
positioned for the foreseeable future.
Environmental Services Group
Inspicio acquired the Environmental Services Group (“ESG”) on 2 May 2006 
and therefore eight months of its results are included in the 2006 consolidated 
results. Sales for the period were £28.1m and operating profit including 
income from joint ventures was £1.9m, in line with our expectations.
In Soil Mechanics, ESG’s largest business and a recognised market leader 
in UK ground investigation, the market was extremely buoyant, driven by 
_0_ins_front_ar06.indd   6 24/05/2007   15:09:57 06
Inspicio plc Annual Report and Accounts 2006
“ Soil Mechanics’ 
market place is 
extremely buoyant, 
driven by infrastructure 
improvements in the 
UK and Ireland, house 
building projects and 
site development in 
preparation for the 
2012 Olympics.”
infrastructure improvements in the UK and Ireland (both road and rail), 
house building projects and the development of the Lower Lea Valley and 
Thames Gateway in preparation for the 2012 Olympics. Soil Mechanics’ 
service capability has been expanded during the year to include materials 
testing (soil, rock and concrete) and by collaboration with research 
facilities, it established innovative in situ and laboratory techniques 
including geothermal and stress testing. In the latter part of the year plans 
were developed for Soil Mechanics to expand its geographical coverage in 
2007, leveraging Inspectorate’s global infrastructure with particular focus 
on the UAE and India.
TES Bretby, ESG’s second largest business, is one of the UK’s biggest 
testing laboratories and has performed encouragingly. The business tests 
a wide variety of products, including coal, minerals, soils and gases. 
It provides an extensive range of environmental monitoring services 
to the waste management sector such as landfill sites and also on-site 
monitoring of personnel and workplace exposure such as vibration, dust, 
noise and toxic substances.
The Group’s Environmental Chemistry testing capability was expanded in 
the second half of 2006 to increase sample volume throughputs to enable 
faster turnaround of analysed information. TES established new coal testing 
facilities at Immingham to service increased imports of coal, and initiatives 
are underway to capitalise on Inspectorate’s overseas network to expand 
TES’s coal testing services into the international market.
Registration of an ESG company in India was initiated at the end of 2006 to 
identify opportunities to provide environmental services to the Indian market. 
The establishment of a joint Inspectorate/ESG water hygiene service for the 
UAE was formulated in the second half of 2006 for implementation in 2007.
The loss making Global food testing division within ESG was closed during 
the second half of the year. Global’s losses included in the results for the 
year were approximately £0.5m.
Eclipse
Eclipse Scientific Group was acquired on 11 August 2006 and its performance 
from acquisition to 31 December 2006 has generated sales of £7.7m and 
operating profit of £1.7m, in line with management expectations.
chief executive’s review
continued
“ Opportunities have 
been identified to 
provide environmental 
services to the 
Indian market.”
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Inspicio plc Annual Report and Accounts 2006
Eclipse is the UK’s leading food testing business and has grown through 
a combination of organic growth and acquisitions. In addition to food 
testing, Eclipse also provides water and pharmaceutical testing services 
and has a laboratory supply company which has given the Group stronger 
purchasing power. 
The market in which Eclipse operates has seen good growth during the year 
and sample volumes have risen by around 25 per cent in 2006. Substantial 
investment is taking place in customer relationship management software 
to focus on improving the delivery of services to clients.
Eclipse has made two small acquisitions in the period since acquisition. 
The total consideration for these acquisitions was £0.4m. Promar was 
acquired in October 2006 and offers an opportunity to build on our strong 
relationships in the dairy sector, where test volumes have more than doubled 
in the year. Envirolab was purchased in December 2006 and has increased 
the national coverage the Group enjoys in Ireland. 
The Voelcker business within Eclipse was merged with CLA, our ESG 
environment consultancy, in the latter part of 2006, to provide integrated 
geotechnical and environmental consultancy services associated with 
assessment, utilisation and remediation of land.
The food testing market continues to be driven by increased regulation 
and food movements, boosted by one-off food scares. The trend to outsource 
food testing by the major food producers also represents an opportunity 
to increase sales and use laboratory assets more efficiently. Eclipse currently 
operates one outsourced laboratory and other opportunities to expand 
the Group’s capabilities in this area are being actively pursued. 
We are formulating plans to internationalise the Eclipse business either 
organically or by focused acquisition and intend to effect such plans in 2007.
Strategy 
The Board continues to believe that the fragmented inspection and testing 
market provides opportunities to consolidate inspection and testing businesses 
through acquisition and that, with the development of a global infrastructure, 
the Group can create value by exploiting these acquisition opportunities, 
integrating acquired businesses and implementing cost savings. 
Aside from these acquisition opportunities, there are a number of key 
underlying factors which the Directors believe will provide continued 
growth in the inspection and testing markets. These factors include 
regulatory and legislative changes driving the need for new and tougher 
testing regimes; buyers and sellers of goods and services seeking 
independent third party inspection; multi-national businesses requiring 
consistent inspection and testing services; commercialisation of 
performance conformity services; and globalisation of supply chains.
The Directors also believe that market factors, such as anticipated global trade 
and GDP growth, the increased propensity of businesses to outsource and 
significant barriers to entry, (such as complex regulation, the requirements 
of an international network and a established reputation) will provide 
opportunities for revenue growth amongst the major international providers 
of inspection and testing services.
The Board believes that the Company is successfully delivering on its strategy 
and will continue to pursue acquisition opportunities as they arise.
Outlook
We are very pleased with the turnaround of Inspectorate and we remain 
on track to achieve the margin target of 8 per cent in the second half of 
2007, as anticipated at the time of the acquisition. 
We will continue to integrate the acquired businesses and leverage operational 
synergies and cross-selling opportunities. We will also continue to assess 
further acquisition opportunities as they arise, according to our stated strategy.
The drivers of our business remain strong. Trading in the early months of 
2007 has continued as expected. Despite some weakness of the US Dollar, 
we remain confident that Inspicio will continue to perform in line with 
management expectations in 2007.
I would like to thank the Board, management team and all of the employees 
for their outstanding contributions to a very successful year.
Mark Silver
Chief Executive 
22 May 2007
“ Eclipse is the UK’s 
leading food testing 
business and has 
grown through 
a combination 
of organic growth 
and acquisitions.”
“ The food testing 
market continues 
to be driven by 
increased regulation 
and food movements, 
boosted by one-off 
food scares.”
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Inspicio plc Annual Report and Accounts 2006
“ Inspectorate’s 
turnover grew by 
15.3 per cent at 
actual exchange rates 
and 16.9 per cent 
at comparable 
exchange rates.”
financial review
Richard McBride
Overview
Turnover for the 12 months to 31 December 2006 was £161.9m 
(2005: £26.2m). Of this, £125.0m was generated from continuing 
operations in Inspectorate, and £36.9m was generated from acquisitions, 
being £28.1m from ESG, £7.7m from Eclipse and £1.1m from the small 
in-fill acquisitions in Inspectorate.
Inspectorate’s turnover grew by 15.3 per cent at actual exchange rates 
and 16.9 per cent at comparable exchange rates. The main foreign currency 
affecting Inspectorate’s results is the US Dollar which weakened against 
Sterling from an average of US$1.82 in 2005 to US$1.84 in 2006. The year 
end rate against Sterling was US$1.96.
Earnings before exceptional items, interest, tax, depreciation and amortisation 
(“EBITDA”) were £13.1m (2005: £0.9m note 36). After depreciation, 
EBITA was £8.3m (2005: nil) before charging £0.7m (2005: £0.1m) for 
share option charges. Profit before exceptional items, interest and tax 
was £4.7m (2005: loss £0.5m) and pre-tax profit after exceptionals 
was £0.5m (2005: loss £4.5m).
There were £1.5m of exceptional operating charges (2005: £3.8m) 
principally relating to corporate acquisition activity and the restructuring 
and laboratory closure costs, including the closure of the loss making 
Global food testing division in ESG and redundancy costs related to the 
acquisition of ESG. 
Turnover in Inspectorate was £126.1m (2005 pro forma: £109.3m note 36) 
and operating profit before exceptional items, fair value adjustments and 
transitional items was £5.2m (2005 pro forma loss: £0.6m) at an operating 
margin of 4.1 per cent. This was in line with management’s expectations 
at the time of the acquisition of Inspectorate in October 2005.
Interest and tax
Net interest charges before exceptional items amounted to £2.2m and 
were covered 5.9 times by EBITDA. £0.5m of bank arrangement fees for 
facilities arranged prior to the acquisition of Eclipse were written off as 
exceptional interest charges.
“ At the long run 
normalised tax rate 
of 35 per cent, the 
EPS was 4.4p.”
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Inspicio plc Annual Report and Accounts 2006
“ In the 12 month 
period to 
31 December 2006, 
there was an 
operating cash 
inflow of £13.2m 
(2005: outflow 
£5.6m).”
In the 12 months to 31 December 2006, tax has been charged at 60.5 per cent 
(before exceptional items, goodwill and share option charges) (2005: nil). 
This includes the accounting effect of offsetting post acquisition tax 
liabilities against deferred tax assets set up in the acquired balance sheets 
of ESG and Eclipse, rather than against losses included in other parts of 
the Group in the post acquisition period. This treatment has no impact on 
cash payments and excluding this effect, the tax rate was 43.5 per cent 
(before exceptional items, goodwill and share option charges). 
The tax rate is higher than the UK statutory rate of 30 per cent due to the 
mix of profits generated in higher rate tax jurisdictions, especially the US, 
and the effect of unrelieved losses principally in the UK. Initiatives are 
underway to reduce the Group’s effective tax rate. Management is targeting 
a medium-term Group tax rate of around 35 per cent (before amortisation 
of goodwill and share option charges). 
EPS
Basic and diluted loss per share for the 12 months to 31 December 2006 
was a loss of 4.5p (2005: loss 25.4p). Adjusted basic and diluted earnings 
per share (calculated on profit before amortisation of goodwill and exceptional 
items) were 1.8p (2005: loss 2.0p). At the long run normalised tax rate of 
35 per cent, the EPS was 4.4p.
Cash and financing
Net debt at 31 December 2006 was £37.8m compared to £3.4m at 
31 December 2005.
In the 12 month period to 31 December 2006, there was an operating 
cash inflow of £13.2m (2005: outflow £5.6m). Returns on investment and 
servicing of finance, including the cost of raising debt, represented a cash 
outflow of £3.1m (2005: £0.4m). Tax paid was £3.1m (2005: tax received 
£0.3m) and capital expenditure, net of disposals, was £5.1m (2005: £1.7m).
£58.8m was spent on acquisitions and investments (2005: £47.8m), net 
of £1.6m of cash acquired in the acquisitions (2005: £5.7m). Cash outflows 
on the acquisitions of ESG and Eclipse were £17.1m and £37.7m respectively. 
During the period, 33.3m shares were issued, raising £32.6m net of costs, 
and borrowings increased by £41.6m.
Dividends
In line with its stated strategy, the Board is not recommending a dividend 
for the 12 months to 31 December 2006. Group dividend policy remains 
under review and the Board will consider initiating a dividend payment 
when the circumstances of the business allow.
IFRS
As Inspicio is quoted on AIM, it is not required to adopt International 
Financial Reporting Standards (“IFRS”) until it reports its 2007 results. The 
attached results have therefore been prepared under UK GAAP . However, 
the Group has adopted early certain UK accounting standards which form 
part of the on-going process of convergence between UK GAAP and IFRS. 
In particular, under FRS 26’ derivative financial instruments’ have been 
measured at fair value.
Under FRS 20 (equivalent to IFRS 2), the share-based payment charge 
against operating profit included in the 12 months to 31 December 2006 
was £0.6m (2005: £0.1m).
The conversion to IFRS accounting standards is currently underway. The 
most significant change will be in the allocation of some of the Group’s 
goodwill to separate intangible assets which will be amortised over their 
useful economic lives. The remaining goodwill will be held on the balance 
sheet, subject to annual impairment tests rather than amortisation charges.
Richard McBride
Group Finance Director
22 May 2007
“  £58.8m was spent 
on acquisitions 
and investments 
(2005: £47.8m).”
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Inspicio plc Annual Report and Accounts 2006
directors
Keith Tozzi 
non-executive Chairman
Keith has wide experience at Board level in creating 
and developing successful businesses. He was 
Group Technical Director (one of three executive 
Directors) of Southern Water plc from 1992–1996 
where he had responsibility for the operational 
performance of the water company as well as the 
performance of seven other subsidiaries including a 
testing business with four major laboratories across 
the UK. From 1996–2000 he was Chief Executive of 
BSI where he grew revenues to over £200m and 
acquired major inspection and testing businesses to 
build a global business operating in 96 countries. 
From 2000–03 he was Group Chief Executive 
of Swan Group plc and led an MBO (backed by 
West LB) where he grew a subsidiary business, 
Eclipse Scientific Ltd, to become the largest food 
testing company in the UK. Keith is a non-executive 
Director of two privately owned technology companies 
and is currently Chairman of another AIM quoted 
business, Concateno plc.
Mark Silver 
Chief Executive Officer
Mark has extensive Board experience in both CEO 
and Finance Director roles. From 1987 to 1995 he was 
Deputy Group Finance Director of the £3 billion 
European media buying/advertising group, Aegis 
Group plc. In 1995 he joined Pearson Professional Ltd 
as Group Finance Director of Pearson plc’s £200m 
professional and electronic publishing division where 
he negotiated and integrated a number of acquisitions 
in the US and the UK. From 1998-2000 he was 
Group Finance Director of BSI and worked closely 
with Keith Tozzi in growing the business by 
acquisition to become a global player in the 
testing, inspection and management systems 
sectors. Mark joined Articon Integralis AG (Europe’s 
largest IT security integrator) as Finance Director and 
became CEO in 2002. Prior to joining Inspicio’s 
Board in 2005, he led the turnaround of the 
Articon business reducing the cost base and 
refocusing on service delivery options.
Mark Watts
non-executive Director 
Mark is a managing partner of Marwyn Capital LLP 
and its subsidiary companies. Mark has extensive 
corporate finance experience including recently 
advising the management of Augean plc on its 
£106m acquisition of two hazardous waste 
businesses in the UK, the management of Talarius 
plc on its £39m acquisition of RAL Holdings Ltd 
and £10.65m acquisitions of Leisure Promotions Ltd 
and In To Save Ltd, and the management of 
Zetar plc on its £32m acquisition of a UK 
chocolate manufacturer, and their subsequent 
related admission to trading on AIM. Mark is a 
non-executive director of Talarius plc and Zetar plc.
Richard McBride 
Group Finance Director
Richard spent five years as Group Financial 
Controller and Company Secretary at Michael Page 
International, the FTSE 250 recruitment and staffing 
company following its IPO in 2000. During that 
time the Company grew to a turnover of £650m 
and a market capitalisation of £1.3 billion. Prior 
to Michael Page, Richard worked in management 
positions in SmithKline Beecham plc where he was 
part of the corporate team for the merger with 
Glaxo Wellcome plc. He trained at Price Waterhouse 
and has worked as Finance Director in fast growing 
private companies within the advertising and 
publishing sectors.
Lesley James CBE
non-executive Director 
Lesley was a Main Board Director of Tesco Plc 
between 1995 and 1999, having held a series of 
director positions within personnel and training, 
after joining the group in 1985. Since retiring from 
Tesco in 1999, Lesley has pursued a portfolio of 
interests including chairing the Trustees of the charity 
I CAN and being a member of the DTI Resources 
Committee until 2006. In 2003 she was awarded 
a CBE for her services to the DTI Partnership Fund 
Assessment Panel. Currently a non-executive director 
of Liberty International PLC, Alpha Airports Group 
PLC and the West Bromwich Building Society and 
with past non-executive directorships in a number 
of well-known publicly listed groups, Lesley brings 
a wealth of experience across private, public, 
voluntary and education sectors to Inspicio.
Chris Slack
non-executive Director
Chris has wide experience as an MD and AIM board 
director, successfully enhancing three businesses 
by organic growth and acquisition over the last 
20 years. At Blue Circle he established EWS Ltd 
as a specialist waste water treatment contractor 
from a standing start to revenues of £13m. He then 
joined Southern Water, and working with Keith Tozzi, 
gained wide experience of laboratory activities, 
doubling the laboratory profits within 18 months. 
Following the acquisition by ScottishPower, he 
worked on integration, prior to joining the board 
of AIM listed Weeks Group in 1999. Chris refocused 
the laboratory business, creating the largest and 
most successful player in the UK construction 
materials testing market. After the acquisition by 
Bureau Veritas in 2003, Chris stayed for a year as 
MD of Bureau Veritas Laboratories, to further grow 
the business by acquisition, and successfully 
manage the integration process.
_0_ins_front_ar06.indd   11 24/05/2007   15:10:02 11
Inspicio plc Annual Report and Accounts 2006
The Directors present their report and the Group’s financial statements for the year ended on 31 December 2006.
Principal activities and business review
The principal activity of the Group during the year was that of the provision of inspection, testing and performance conformity services.
The Group’s results for the year and financial position at the balance sheet date are shown in the attached financial statements.
A review of the year is included in the Chairman’s Statement, Chief Executive’s Review and Financial Review on pages 2 to 9. To the extent that the 
reviews include forward looking information including statements about intentions, beliefs or expectations, readers are cautioned that any such 
forward looking statements are not guarantees of future performance and involve risks and uncertainties.
Key risks and uncertainties that the Group faces include, but are not limited to, reputational risk (the failure to meet client expectations), the execution 
risk surrounding the completion of suitable acquisition targets, and cyclical risks in some of the Group’s businesses, in addition to foreign exchange and 
interest rate risks.
Dividends
The Directors have not recommended a dividend for the period (2005: £nil).
Transfers to reserves
The loss for the year amounting to £3,086,000 (2005: loss of £4,549,000) will be transferred from the profit and loss account.
KPIs
The stated aim of Inspicio is the acquisition and development of companies in the testing and inspection sector. During 2006, the following acquisitions 
were made:
 ESG
 Eclipse
 Other acquisitions (note 27)
Within Inspectorate, the stated aim was to achieve an operating margin of 4 per cent in 2006. Inspectorate achieved a margin of 4.1 per cent.
Directors
The Directors who served in office during the year and their interests in the Company’s shares on 31 December 2006 are stated below:
 At 31 December 2006 At 31 December 2005
       
Ordinary Shares held at:       Number % Number %
Mark Silver      255,700 0.29 187,500 0.32
Keith Tozzi      158,000 0.18 118,395 0.20
Richard McBride      23,000 0.03 — —
Lesley James      7,000 0.01 — —
Mark Watts      14,000 0.02 10,000 0.02
Chris Slack      19,000 0.02 15,000 0.03
There has been no change in the interests set out above between 31 December 2006 and the date of this report.
The Directors’ interests in share options are disclosed in the remuneration report.
Richard McBride was appointed as Group Finance Director on 27 June 2006 and Lesley James was appointed as a non-executive Director on 1 November 2006.
Significant individual shareholdings
The Company has been notified of the following holdings that represent a holding of 3 per cent or more of the Company’s Ordinary Share capital, 
at 30 April 2007:
        Number of % of total 
Fund Manager        Shares share capital
Cycladic Capital LLP         7,985,136 9.05
JO Hambro Capital Management         6,436,806 7.29
AXA Framlington Investment Managers         4,877,374  5.53
F&C Asset Management         4,796,568  5.43
Credit Suisse Asset Management          4,556,781  5.16
SG Asset Management         4,122,310  4.67
ZA Capital         2,960,000  3.35
Henderson Global Investors         2,937,566  3.33
Goldman Sachs Asset Management         2,803,404  3.18
directors’ report
_2_ins_back_ar06.indd   2 24/05/2007   15:10:20 12
Inspicio plc Annual Report and Accounts 2006
Group policy on payment of creditors
It is the Group’s policy to agree to the terms of payment with suppliers when entering into each transaction, and to abide by them. The creditor 
payment period at 31 December 2006 was 40.5 days (2005: 36.4 days).
Research and development
The Group does not undertake material research and development activities. 
Going concern
The Directors have a reasonable expectation that the Group as a whole has adequate resources to continue in operational existence for the foreseeable 
future. For this reason, they continue to adopt the going concern basis in the accounts.
Post balance sheet events
Post balance sheet events are disclosed in note 35 to the financial statements.
Financial risk management
Financial risk management is discussed in note 19 to the financial statements.
Employees
Inspicio seeks to involve its employees in its corporate objectives, plans and performance and in other relevant matters of interest to employees through 
various communication methods, including regular employee meetings and an employee newsletter. The Directors consider there to be a good relationship 
between employees and management. The Group is an equal opportunities employer and does not discriminate in the recruitment and promotion of 
staff, including applicants who are disabled. If an employee becomes disabled it is the policy, wherever practicable, to provide continued employment.
Statement of directors’ responsibilities for the Annual Report
Company law in the United Kingdom requires the Directors to prepare financial statements for each financial period, which give a true and fair view 
of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, 
the Directors are required to:
 select suitable accounting policies and then apply them consistently;
 make judgements and estimates that are reasonable and prudent;
 state whether applicable United Kingdom accounting standards have been followed; and
 prepare the accounts on a going concern basis unless it is inappropriate to presume that the Company and 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 Company and the Group and enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible 
for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and 
other irregularities.
All of the Directors have confirmed that there is no relevant audit information of which the Company’s auditors are unaware; and that they have taken 
all the steps (such as making enquiries of other Directors and the auditors and any other steps required by the Directors’ duty to exercise due care, skill 
and diligence) that they ought to have taken in their duty as a Director in order to make themselves aware of any relevant audit information and to 
establish that the Company’s auditors are aware of that information.
The Directors are responsible for the maintenance and integrity of the Group’s website. The Company notes that UK legislation governing the 
preparation and dissemination of financial information may differ from that in other jurisdictions.
Auditors
PricewaterhouseCoopers LLP , are willing to continue in office as auditors and a resolution to reappoint them will be proposed at the Annual General Meeting.
By order of the Board
Rowena Nixon
Company Secretary
22 May 2007
directors’ report
continued
_2_ins_back_ar06.indd   3 24/05/2007   15:10:21 13
Inspicio plc Annual Report and Accounts 2006
The Board recognises the importance of sound corporate governance and is committed to conducting the Company’s operations in accordance with 
the best principles of corporate governance in so far as appropriate for a company of Inspicio’s size quoted on the Alternative Investment Market 
(“AIM”). This report sets out the ways in which the principles of good governance and code of best practice identified in the Combined Code on 
Corporate Governance are applied by the Company.
Directors
The Board currently comprises the non-executive Chairman, two executive Directors and three non-executive Directors. Two of the non-executive 
Directors, Chris Slack and Lesley James are considered to be independent.
The composition of the Board is reviewed regularly. Appropriate training, briefings, and induction are available to all directors on appointment and 
subsequently as necessary, taking into account existing qualifications and experience.
In accordance with the Company’s Articles of Association one third of the Directors are required to retire by rotation each year and may seek re-election 
at the forthcoming Annual General Meeting, and therefore each Director must stand for re-election at least once every three years. Accordingly Mark Silver 
and Keith Tozzi will retire by rotation and, being eligible, will seek re-election at the Annual General Meeting. Richard McBride was appointed as a 
Director on 27 June 2006, and in accordance with the Articles of Association is required to retire and seek election by shareholders at the Annual 
General Meeting. Lesley James was appointed as a non-executive Director on 1 November 2006, and in accordance with the Articles of Association 
is required to retire and seek election by shareholders at the Annual General Meeting.
During 2006, the Board met ten times. At these meetings the Board reviewed and approved the Group’s strategy and financial plans for the coming 
year. Each Director is provided with sufficient information to enable them to consider matters in good time for meetings and enable them to discharge 
their duties properly. The Board has adopted a formal schedule of matters reserved to it for decision.
The Directors have access to the advice and services of the Company Secretary and they are able to seek independent and other professional advice, 
the cost of which would be met by the Company.
Board committees
The Company has established an audit committee and a remuneration committee to assist it in fulfilling its responsibilities, each having formally 
delegated duties and responsibilities.
Audit committee
The audit committee comprises Chris Slack (Chairman) and Lesley James, both of whom are non-executive Directors, and Keith Tozzi, who is non-executive 
Chairman of the Company, and meets at least twice a year. No-one other than the audit committee’s Chairman and members is entitled to be present 
at a meeting of the audit committee but the Company’s external auditors together with the Chief Executive Officer and the Group Finance Director are 
regularly invited to attend the meetings. The audit committee has formal terms of reference approved by the Board.
The audit committee considers the adequacy and effectiveness of the risk management and control system of the Group. It reviews the scope and 
results of the external audit, its cost effectiveness and the objectivity of the auditors. It also reviews, prior to publication, the interim results, preliminary 
announcement, the annual financial statements and the other information included in the full Annual Report.
Nominations committee
Due to the size of the Board, the Directors do not consider there to be any need for a nominations committee. Issues that would normally be dealt with 
by a nominations committee are handled by the full Board. The Board will review the need for a nominations committee on a regular basis.
corporate governance statement
_2_ins_back_ar06.indd   4 24/05/2007   15:10:21 14
Inspicio plc Annual Report and Accounts 2006
Internal controls
The Directors are responsible for the Group’s system of internal control and for reviewing its effectiveness whilst the role of management is to 
implement Board policies on risk management and control. It should be recognised that the Group’s system of internal control is designed to manage, 
rather than eliminate, the risk of failure to achieve the Group’s business objectives and can only provide reasonable, and not absolute, assurance 
against material misstatement or loss.
There is an ongoing process for identifying, evaluating and managing the significant risks faced by the Group, which has been in place during the year. 
This process has been reviewed by the Directors and accords with the internal control guidance prepared for directors by the Turnbull Committee.
The Group is further developing the risk management process, to embed it in normal management, and the governance process. As part of the annual 
strategic planning and budgeting process, each business unit identifies its significant risks, the probability of those risks occurring, their potential impact 
and the plans for managing and mitigating each of those risks. The budget plans will be reviewed by the Board as part of the strategic planning 
process. The plans are discussed, updated and reviewed during the course of the year, or when any control issues are identified, including matters 
arising from the external audit. As a part of a regular process, risks are highlighted and reported to the Board.
The Group operates a series of controls to meet its needs. These controls include, but are not limited to, the annual strategic planning and budgeting 
process, a clearly defined organisational structure with authorisation limits, reviews by senior management of monthly financial and operating 
information including comparisons with budgets, monthly treasury and cash flow reports and forecasts to the main Board and rules preventing 
speculation in derivatives.
The audit committee receives reports from management and the external auditors concerning the system of internal control and any material control 
weaknesses. Significant risk issues are referred to the Board for consideration.
When acquisitions are made, the Group’s controls are implemented during the first full year of ownership.
The Board obtains assurance directly from the Directors and appropriate senior management concerning compliance with the Group’s risk management 
and control policies and procedures, before making this statement. The Board also considers issues included in reports received during the year, how the 
risks have changed during the year and reviews reports on internal controls from management and any issues identified by external auditors. The Directors 
conduct an annual review of the effectiveness of the Company’s system of internal controls and risk management.
The Board does not believe it is currently appropriate to establish a separate, independent internal audit function given the size of the Group.
corporate governance statement
continued
_2_ins_back_ar06.indd   5 24/05/2007   15:10:21 15
Inspicio plc Annual Report and Accounts 2006
This report sets out the Company’s policy and disclosures in relation to the Directors’ remuneration for the year ended 31 December 2006.
The Company has applied the principles of good corporate governance relating to the remuneration of its Directors and this report outlines how 
the Company has complied with the provisions of the Combined Code together with some of the guidelines issued by institutional bodies.
Remuneration committee
The remuneration committee determines, on behalf of the Board, the remuneration (including bonuses) of executive Directors and the Company’s 
remuneration policy for certain other senior managers. The committee also determines all allocations of share options to executives and certain other 
senior management. To ensure that the Company’s remuneration practices are market competitive, the committee takes advice from various 
independent sources. The committee met seven times in the period. 
The remuneration committee comprises the following non-executive Directors:
Lesley James (Chairman);
Keith Tozzi;
Chris Slack; and
Mark Watts.
The Board determines the remuneration of the non-executive Directors including bonuses with the support of external professional advice if required. 
No Director participates in any discussion regarding his or her own remuneration. 
Policy on executive Directors’ remuneration
The policy of the Board is to provide executive remuneration packages designed to attract, motivate, reward and retain Directors of the calibre necessary to 
maintain the Group’s position as a market leader and to reward them for enhancing shareholder value and return. A significant proportion of executive 
Directors’ and senior management’s remuneration is structured to link rewards to both corporate and individual performance. 
There are three main elements in each executive Directors’ remuneration package:
 basic salary;
 annual bonus payments; and
 share option incentives.
All bonus payments are performance related. These elements of remuneration form a significant proportion of the total remuneration package of 
executive Directors and are designed to align their interests with those of shareholders and to give these Directors keen incentives to perform at the 
highest levels.
Basic annual salary
Each executive Director’s basic salary is reviewed annually by the committee. In deciding upon appropriate levels of remuneration the committee believes 
that the Company should offer average levels of base pay reflecting individual responsibilities compared to similar jobs in comparable companies. 
Annual bonus payments
The committee establishes the objectives which must be met for an annual cash bonus to be paid. Annual bonus payments are not pensionable.
Share option incentives 
The Company operates a number of employee share option schemes (note 26) and the committee has responsibility for supervising the schemes 
and the grant of share options under these schemes. 
Additional benefits
In addition to the above the executive Directors receive private medical insurance, permanent health insurance and life assurance cover. Pension provision 
is made at the rates of between 10 and 15 per cent of basic salary for executive Directors which is payable directly into a nominated pension fund. 
Directors’ emoluments
    Salary  Benefits  Pension  Total  Total 
     and fees Bonus in kind contribution 2006  2005 
    £000 £000 £000 £000 £000 £000
Executive Directors
Mark Silver    215 250 4 33 502 253
Richard McBride (appointed 27 June 2006)    78 18 2 7 105 —
Non-executive Directors
Keith Tozzi    88 150 — — 238 204
Chris Slack    31 — — — 31 18
Mark Watts    30 — — — 30 16
Lesley James (appointed 1 November 2006)    6 — — — 6 —
    448 418 6 40 912 491
remuneration report
_2_ins_back_ar06.indd   6 24/05/2007   15:10:21 16
Inspicio plc Annual Report and Accounts 2006
Directors’ share options
     Options  
    Options at   granted Options £  
    1 January  during outstanding Exercise  Exercisable 
    2006  the year  at year end  price  between
M J Silver
EMI Class A    49,999 — 49,999 1.00 5 Oct 2008 
         4 Oct 2012
EMI Class B    50,000 — 50,000 1.00 5 Oct 2008 
         4 Oct 2012
EBT Class A    450,000 — 450,000 1.00 5 Oct 2008 
         4 Oct 2012
EBT Class B    225,000 — 225,000 1.00 5 Oct 2008 
         4 Oct 2012
EBT Class C    225,001 — 225,001 1.00 5 Oct 2008 
         4 Oct 2012
EBT Class G    — 250,000 250,000 1.26 13 Sep 2009 
        12 Sep 2013
EBT Class H    — 250,000 250,000 1.26 13 Sep 2009 
       12 Sep 2013
    1,000,000 500,000 1,500,000  
K Tozzi     
EMI Class A    49,999 — 49,999 1.00  5 Oct 2008 
          4 Oct 2012
EMI Class B    50,000 — 50,000 1.00  5 Oct 2008 
          4 Oct 2012
EBT Class A    450,000 — 450,000 1.00  5 Oct 2008 
          4 Oct 2012
EBT Class B    225,000 — 225,000 1.00  5 Oct 2008 
          4 Oct 2012
EBT Class C    225,001 — 225,001 1.00  5 Oct 2008 
          4 Oct 2012
EBT Class G    — 250,000 250,000 1.26  13 Sep 2009 
         12 Sep 2013
EBT Class H    — 250,000 250,000 1.26  13 Sep 2009 
       12 Sep 2013
    1,000,000 500,000 1,500,000  
R A McBride     
EBT Class D    — 175,000 175,000 1.26  13 Sep 2009 
         12 Sep 2013
EBT Class E    — 87,500 87,500 1.26  13 Sep 2009 
         12 Sep 2013
EBT Class F    — 87,500 87,500 1.26  13 Sep 2009 
       12 Sep 2013
    — 350,000 350,000  
No options were exercised during the year.
Options remain subject to satisfaction of performance conditions, details of which are shown in note 26.
Non-executive Directors’ remuneration
The Board determines the remuneration of the non-executive Directors. Remuneration is neither pensionable nor eligible for annual incentive payments. 
No benefits in kind are provided.
Directors’ contracts
Executive Directors
The Chief Executive Officer is subject to a notice period of one year. Other executive Directors are subject to a notice period of six months.
Non-executive Directors
Each of the non-executive Directors has a letter of appointment stating their annual fee. The appointment may be terminated with twelve months’ 
written notice at any time.
remuneration report
continued
_2_ins_back_ar06.indd   7 24/05/2007   15:10:21 17
Inspicio plc Annual Report and Accounts 2006
We have audited the Group and parent Company financial statements (the ‘‘financial statements’’) of Inspicio plc for the year ended 31 December 2006 
which comprise the Consolidated Profit and Loss Account, the Consolidated Statement of Total Recognised Gains and Losses, the Group and Company 
Balance Sheets, the Consolidated Cash flow Statement, the Reconciliation of Net Cash Flow to Movement in Net Debt and the related notes. These financial 
statements have been prepared under the accounting policies set out therein.
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 (United Kingdom Generally Accepted Accounting Practice) are set out in the Statement of Directors’ Responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on 
Auditing (UK and Ireland). This report, including the opinion, has been prepared for and only for the Company’s members as a body in accordance 
with Section 235 of the Companies Act 1985 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any 
other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior 
consent in writing.
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the 
Companies Act 1985. We also report to you whether in our opinion the information given in the Directors’ Report is consistent with the financial 
statements. The information given in the Directors’ Report includes that specific information presented in the Chairman’s Statement, Chief Executive’s 
Review and Financial Review that is cross referred from the Business Review section of the Directors’ Report.
In addition we report to you if, in our opinion, the Company has not kept proper accounting records, if we have not received all the information and 
explanations we require for our audit, or if information specified by law regarding directors’ remuneration and other transactions is not disclosed.
We read the other information contained in the Annual Report, and consider whether it is consistent with the audited financial statements. This other 
information comprises only the Highlights, Chairman’s Statement, the Chief Executive’s Review, the Financial Review, Directors and the Directors’ 
Report, the Corporate Governance Statement 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’s and Company’s circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with 
sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other 
irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion
In our opinion:
  the financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state 
of the Group’s and the parent Company’s affairs as at 31 December 2006 and of the Group’s loss and cash flows 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.
PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
Cambridge
22 May 2007
independent auditors’ report
to the members of Inspicio plc
_2_ins_back_ar06.indd   8 24/05/2007   15:10:22 18
Inspicio plc Annual Report and Accounts 2006
  Year ended   Year ended  Year ended 38 weeks ended  
  31 December 2006 31 December 2006  31 December 2006  31 December 2005 
  Before exceptional items Exceptional items (note 4) Total Total 
 Note £’000 £’000 £’000 £’000
Turnover (including share of joint ventures)
Continuing operations  125,018 — 125,018 26,236
Acquisitions  37,584  —  37,584  — 
  162,602  —  162,602 26,236
Less: share of turnover of joint ventures     
Acquisitions  (751)  —  (751) — 
Group turnover  2 161,851  —  161,851 26,236
Cost of sales     
Continuing operations  (82,781)  —  (82,781) (18,297)
Acquisitions  (29,589)  —  (29,589)  — 
Gross profit  49,481  —  49,481 7,939
Administrative expenses before amortisation
Continuing operations  (38,229) (1,091) (39,320) (11,860)
Acquisitions   (3,808) (407) (4,215) — 
Operating profit/(loss) before amortisation  7,444 (1,498) 5,946 (3,921)
Amortisation of goodwill
Continuing operations  (1,640)  —  (1,640) (367)
Acquisitions  (1,252)  —  (1,252) — 
Total administrative expenses  (44,929) (1,498) (46,427) (12,227)
Group operating profit/(loss)     
Continuing operations  2,368 (1,091) 1,277 (4,288)
Acquisitions  2,184 (407) 1,777 —
  4,552 (1,498) 3,054 (4,288)
Share of operating profit of joint venture  189  —  189 —
Profit/(loss) on ordinary activities  
before interest and taxation 3 4,741 (1,498) 3,243 (4,288)
Interest receivable and similar income 6 227  —  227 182
Interest payable and similar charges 7 (2,454) (468) (2,922) (391)
Profit/(loss) on ordinary activities before taxation 2,514 (1,966) 548 (4,497)
Tax on profit/(loss) on ordinary activities 8 (3,693) 521 (3,172) 8
Loss on ordinary activities after taxation  (1,179) (1,445) (2,624) (4,489)
Equity minority interests  (462)  —  (462) (60)
Loss for the period  (1,641) (1,445) (3,086) (4,549)
Basic and diluted earnings per share (pence) 10   (4.5p) (25.4p)
consolidated statement of total recognised gains and losses 
for the year ended 31 December 2006
    Year ended  38 weeks ended  
    31 December 2006 31 December 2005 
   Note £’000 £’000
Loss for the period    (3,086) (4,549)
Gain in value of investments   13 384 —
Foreign currency exchange (losses)/gains offset in reserves   (6,442) 781
Total recognised loss for the period    (9,144) (3,768)
The notes on pages 23 to 47 form part of these financial statements.
consolidated profit and loss account
for the year ended 31 December 2006
_2_ins_back_ar06.indd   9 24/05/2007   15:10:22 19
Inspicio plc Annual Report and Accounts 2006
    As at As at 
     31 December 2006  31 December 2005 
   Note £’000 £’000
Fixed assets
Intangible assets   11 88,176 35,023
Tangible assets   12 27,029 21,000
Investments    13 2,052 —
    117,257 56,023
Current assets
Stocks   14 98 —
Financial asset: derivative financial instruments   19 84 108
Debtors   15 44,976 25,535
Restricted cash   16 9,724 —
Cash at bank and in hand    10,698 4,140
    65,580 29,783
Creditors:
Financial liability: derivative financial instruments   19 (19) (110)
Amounts falling due within one year   17 (61,431) (22,673)
Net current assets    4,130 7,000
Total assets less current liabilities    121,387 63,023
Creditors:   
Amounts falling due after more than one year   18 (40,096) (7,164)
Provisions for liabilities and charges   20 (4,150) (5,346)
Net assets    77,141 50,513
Capital and reserves
Called up share capital   23 8,827 5,500
Share premium account   25 75,856 46,321
Merger reserve   25 2,571 —
Profit and loss account   25 (6,681) (4,159)
Other reserves   25 (5,277) 781
Shareholders’ funds   24 75,296 48,443
Minority interest    1,845 2,070
Capital employed    77,141 50,513
These financial statements were approved by the Board of Directors on 22 May 2007 and signed on their behalf.
M J Silver R A McBride
Director Director
The notes on pages 23 to 47 form part of these financial statements.
group balance sheet
as at 31 December 2006
_2_ins_back_ar06.indd   10 24/05/2007   15:10:22 20
Inspicio plc Annual Report and Accounts 2006
    As at As at 
     31 December 2006  31 December 2005 
   Note £’000 £’000
Fixed assets
Investments    13 687 345
Current assets
Debtors:
Amounts due after more than one year   15 85,361 51,641
Amounts due within one year   15 246 15
Cash at bank and in hand    1,232 481
    86,839 52,137
Creditors:     
Amounts falling due within one year   17 (1,517) (808)
Net current assets    85,322 51,329
Net assets    86,009 51,674
Capital and reserves
Called up share capital   23 8,827 5,500
Share premium account   25 75,856 46,321
Merger reserve   25 2,571 —
Profit and loss account   25 (1,245) (147)
Shareholders’ funds    24 86,009 51,674
These financial statements were approved by the Board of Directors on 22 May 2007 and signed on their behalf.
M J Silver R A McBride
Director Director
The notes on pages 23 to 47 form part of these financial statements.
company balance sheet
as at 31 December 2006
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Inspicio plc Annual Report and Accounts 2006
    Year ended 38 weeks ended 
     31 December 2006  31 December 2005 
   Note £’000 £’000
Net cash inflow/(outflow) from operating activities  32 13,233 (5,587)
Returns on investments and servicing of finance
Interest paid    (1,885) (348)
Interest received    59 149
Issue costs of bank loans    (1,004) (173)
Dividend paid to minority interests    (306) —
Net cash outflow from returns on investments and servicing of finance  (3,136) (372)
Taxation    (3,059) 290
Capital expenditure and financial investment
Purchase of tangible fixed assets    (5,919) (1,685)
Purchase of investments    (1,188) —
Proceeds from the sale of fixed assets    811 —
Net cash outflow for capital expenditure and financial investment   (6,296) (1,685)
Acquisitions
Purchase of subsidiary undertakings    (56,724) (52,000)
Acquisition costs    (2,512) (1,518)
Cash acquired with subsidiary undertakings    1,639 5,722
Net cash outflow for acquisitions    (57,597) (47,796)
Net cash outflow before the use of liquid resourcing and financing  (56,855) (55,150)
Financing
Issue of Ordinary Share capital    34,133 55,000
Expenses of share issue    (1,687) (3,019)
Issue of preference share capital    — 13
Increase in restricted cash balance    (9,724) —
Redemption of preference shares    — (13)
Capital element of finance lease repayments    (142) (10)
Increase in borrowings    41,613 6,957
Net cash inflow from financing    64,193 58,928
Increase in cash    7,338 3,778
consolidated cash flow statement 
for the year ended 31 December 2006
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Inspicio plc Annual Report and Accounts 2006
    Year ended 38 weeks ended 
     31 December 2006  31 December 2005 
   Notes £’000 £’000
Increase in cash in the period    7,338 3,778
Borrowings acquired with subsidiary undertakings   (365) (376)
Movement in restricted cash    9,724 —
Movement in borrowings    (41,471) (6,774)
Change in funds resulting from cash flows    (24,774) (3,372)
Non-cash items    (9,333) (54)
Exchange adjustments    (279) 51
Movement in net debt in the period    (34,386) (3,375)
Net debt at the beginning of the period   33 (3,375) —
Net debt at the end of the period   33 (37,761) (3,375)
reconciliation of net cash flow to movement in net debt
for the year ended 31 December 2006
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Inspicio plc Annual Report and Accounts 2006
1. Accounting policies
Basis of preparation
These financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain financial instruments 
in accordance with the Companies Act 1985 and applicable accounting standards. The Group has chosen to adopt FRS 23, ‘The effects of changes in 
foreign exchange rates’, FRS 24, ‘Financial reporting in hyperinflationary economies’, FRS 25 ‘Financial instruments: Disclosure and presentation’, 
and FRS 26, ‘Financial instruments: Measurement’ in these financial statements.
A summary of the Group accounting policies which have been reviewed by the Directors as required by FRS 18 ‘Accounting policies’ and applied 
consistently is set out below.
Consolidation
The Group financial statements consolidate the financial statements of the parent Company and all its subsidiary undertakings for the year ended 
31 December 2006. The acquisition method of accounting has been adopted for acquisitions made by the Group during the year. All subsidiaries 
have been included in the Group financial statements using uniform accounting policies.
Turnover
Turnover, which is stated net of value added tax, represents net amounts receivable from external customers for the value of services supplied.
Revenue is recognised when the test or inspection is complete. Amounts recoverable on contracts, which include attributable profit on contracts 
determined on the basis of measured work to the balance sheet date, are included in debtors. Deductions are made for net foreseeable losses and 
progress payments received.
Cost of sales
Cost of sales represents amounts paid for salaries and direct costs of running the laboratories around the Group, and amounts due to external third 
parties for inspection services directly related to revenue.
Foreign currencies
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment 
in which the entity operates (the “functional currency”).
Transactions denominated in currencies other than an entity’s functional currency are translated into the functional currency at spot rates. Foreign 
exchange gains and losses arising from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets 
and liabilities denominated in foreign currencies which are held at the year end, are taken to the profit and loss account.
The consolidated financial statements are presented in pounds Sterling, which is the Group’s presentation currency. Profits and losses of subsidiary 
undertakings are expressed in Sterling at average exchange rates for the year. The balance sheets of overseas subsidiary undertakings are expressed in 
Sterling at year-end exchange rates. Exchange differences arising on the translation of overseas subsidiary undertakings are recorded as a movement 
in reserves, and are reported in the Statement of Total Recognised Gains and Losses.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated 
at the closing rate.
Financial instruments – derivatives
The Group does not hold or issue derivative financial instruments for trading purposes. Derivatives used include forward currency contracts, currency 
options and barriers and interest rate caps.
Derivative financial instruments are recognised initially at fair value. The gain or loss on re-measurement to fair value is recognised immediately in the 
profit and loss account.
Debt instruments
Debt instruments are recorded at the proceeds received, net of direct issue costs. Issue costs are amortised over the period of the debt instrument using 
the effective interest rate method.
Equity instruments
Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.
Bad debt allowance
Trade debtors are assessed individually for impairment. Movements in the allowance for bad debts are recorded in the profit and loss account.
notes to the financial statements
for the year ended 31 December 2006
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Inspicio plc Annual Report and Accounts 2006
1. Accounting policies continued
Finance and operating leases
Costs in respect of operating leases are charged on a straight-line basis over the lease term. Leasing agreements that transfer to the Group substantially 
all the benefits and risks of ownership of an asset are treated as if the asset had been purchased outright. The assets are included in fixed assets and 
the capital element of the leasing commitments is shown as obligations under finance leases. The lease rentals are treated as consisting of capital and 
interest elements. The capital element is applied to reduce the outstanding obligations and the interest element is charged against profit so as to give 
a constant periodic rate of charge on the remaining balance outstanding at each accounting period. Assets held under finance leases are depreciated 
over the shorter of the lease terms and the useful lives of equivalent owned assets.
Tangible fixed assets
The cost of tangible fixed assets is the purchase cost, together with any incidental costs of acquisition. The Group does not capitalise finance costs.
Depreciation is calculated on a straight-line basis so as to write off the cost of tangible fixed assets less their estimated residual values, over the 
expected useful economic lives of the assets concerned. The principal annual rates used for this purpose are:
Freehold buildings 2 – 3.3%
Freehold and leasehold improvements  2 – 20% 
Plant and laboratory equipment 10 – 33%
Fixtures and fittings 10 – 33%
Computer equipment 20 – 33.3%
Motor vehicles 25 – 33.3%
Freehold land is not depreciated. Short leasehold assets are depreciated over the period of the lease.
The Group reviews these depreciation rates regularly to take account of any changes in circumstances. The principal factors that the Group takes into 
account are the expected rate of technological developments and the intensity at which the assets are expected to be used.
Goodwill
Goodwill arising on acquisitions is capitalised and amortised on a straight-line basis over the period which the Directors estimate that the values of the 
underlying businesses acquired are expected to exceed the value of the underlying assets, with a maximum period of 20 years. The Directors take into 
account the nature, age and stability of the industry in which the business operates.
Investments
Investments in subsidiaries are shown at cost less any provision for impairment.
Impairment of fixed assets
Fixed assets, including goodwill, are tested for impairment when a triggering event occurs by comparing the carrying value with the post-tax realisable 
value of the asset being tested and its value in use. Value in use is calculated on the basis of future cash flows, using a discount rate appropriate to 
the Group.
Provisions
Provisions are made when an obligation exists for a future liability in respect of a past event and where the amount of the obligation can be reliably 
estimated. Where liabilities are expected to be discharged over a number of years, the provisions are discounted using an appropriate risk free rate.
In the case of claims against the Group, provisions are made on a case by case basis, with an additional amount allocated for claims incurred but 
not reported.
Pension costs
Pension costs for the Group’s money purchase pension schemes are charged to the profit and loss account when the contributions become payable 
to the schemes.
Deferred and contingent consideration
In respect of acquisitions for which part of the purchase consideration is payable during future accounting periods, the full amount of the deferred 
consideration is recognised immediately, except in respect of acquisitions for which part of the purchase consideration is determined by the profits 
generated by the acquired Company during future accounting periods. In such cases the contingent consideration is included in the accounts based 
on the best estimates of future profitability at this time. Estimates are revised as further and more certain information becomes available. Goodwill 
and amounts to be paid are adjusted accordingly.
notes to the financial statements
for the year ended 31 December 2006 continued
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Inspicio plc Annual Report and Accounts 2006
1. Accounting policies continued
Stock
Stock is valued at the lower of cost and net realisable value.
Consumables
Consumables are written off to cost of sales in the period in which they are purchased. 
Taxation
Current tax is the expected tax payable on the taxable income for the year, and any adjustments in respect of previous years.
Deferred taxation
Deferred tax is fully provided in respect of timing differences that have originated but not reversed by the balance sheet date. These are based on 
tax rates that are expected to apply at the time of the reversal, which will be the rates that have either been enacted, or substantially enacted, by 
the balance sheet date. No deferred tax is provided on permanent timing differences. Deferred tax assets are recognised to the extent that they are 
regarded as more likely than not to be recoverable. Deferred tax on unremitted earnings of foreign subsidiaries is only provided if dividends have been 
accrued as receivable or there is a binding agreement to distribute past earnings in the future. Deferred tax balances are not discounted.
Share-based payments
The Group issues equity-settled share-based instruments to certain employees and advisers. In accordance with FRS 20, ‘Share-based payments’, 
equity-settled share-based payments are measured at fair value at the date of grant. Fair value is normally measured by use of a binomial pricing model. 
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, 
based on the Group’s estimate of the number of shares that will eventually vest.
The share-based payments charge is included within administrative expenses as this is the category which includes the payroll costs of the 
relevant employees.
In the Company accounts, the granting of options to employees of subsidiaries and the granting of warrants for services performed in subsidiaries 
are deemed capital contributions.
Employer’s taxes on share options
Employer’s National Insurance in the UK and equivalent taxes in other jurisdictions are payable on the exercise of certain share options. In accordance 
with the provisions of Urgent Issues Task Force Abstract 25 ‘National Insurance Contributions on Share Options’, a provision is made based on the 
employer’s current National Insurance rate applied to the difference between the market value of the shares under option and the option exercise price 
at the balance sheet date where such liability has not been transferred to the employees. The provision is charged to the profit and loss account over 
the period in which the share options vest.
Employee share ownership plan
The Company’s Employee Benefits Trust (“EBT”) is a separately administered trust which will be funded by loans from the Company, the assets of which 
will comprise shares in the Company. The Company will recognise the assets and liabilities of the EBT in its own accounts and shares held by the trust 
will be recorded at cost as a deduction in arriving at shareholders’ funds until such time as the shares vest unconditionally to employees.
Related party transactions
FRS 8, ‘Related party disclosures’ permits groups to be exempt from disclosing transactions or balances with entities which form part of the Group, 
where these transactions and balances have been eliminated on consolidation. The Group has taken advantage of this exemption.
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Inspicio plc Annual Report and Accounts 2006
2. Segmental analysis
The Directors are of the opinion that the Group only has one class of business. 
The analysis by geographical area of the Group’s turnover is set out below:
 Year ended  38 weeks ended  
 31 December 2006 31 December 2005
       
      Sales by  Sales by  Sales by  Sales by  
      destination origin destination origin 
      £’000 £’000 £’000 £’000
Europe, Middle East and Africa      88,816 88,220 11,017 11,393
Americas      65,364 62,200 13,555 12,710
Asia      7,671 11,431 1,664 2,133
      161,851 161,851 26,236 26,236
The analysis by geographical area of the Group’s profit/(loss) before tax and net assets by origin is set out below:
 Year ended  38 weeks ended  
 31 December 2006 31 December 2005
       
      Profit/(loss)  Profit/(loss) 
      before tax Net assets before tax  Net assets 
      £’000 £’000 £’000 £’000
Europe, Middle East and Africa      (6,281) 39,928 (4,403) 12,003
Americas      5,401 33,046 (98) 36,219
Asia      1,428 4,167 4 2,291
      548 77,141 (4,497) 50,513
3. Profit/(loss) on ordinary activities
        Year ended 38 weeks ended 
        31 December 31 December 
        2006 2005 
        £’000 £’000
Profit/(loss) on ordinary activities before taxation is stated after charging/(crediting):
Staff costs (note 5)        72,206 11,557
Depreciation of tangible fixed assets:   
– owned assets (note 12)        5,397 998
– under finance leases        42 3
Amortisation of goodwill (note 11)        2,892 367
Loss on disposal of fixed assets        19 83
Options and warrant compensation charge        — 49
Hire of machinery and equipment        354 77
Other operating lease rentals         4,471 780
Operating exceptional costs (note 4)        1,498 3,816
Net exchange (gain)/loss on foreign currency        (56) 621
During the year the Group obtained the following services from the Company’s auditor and its associates:
        Year ended 38 weeks ended 
        31 December 31 December 
        2006 2005 
        £’000 £’000
Fees payable to the Company’s auditor for the audit of parent Company and consolidated financial statements   375 255
Fees payable to the Company’s auditor and its associates for other services:
– The audit of Company’s subsidiaries pursuant to legislation       53 15
– Services relating to taxation        27 45
–  Services relating to corporate finance transactions entered into or proposed to be entered into by or on  
behalf of the Company or any of its associates        225 530
– All other services        57  —
Total        737 845
Charged to operating profit        455 315
Charged to the balance sheet        282 530
notes to the financial statements
for the year ended 31 December 2006 continued
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Inspicio plc Annual Report and Accounts 2006
4. Exceptional items
        Year ended 38 weeks ended 
        31 December 31 December 
        2006 2005 
        £’000 £’000
Operating exceptionals
Acquisition and restructuring costs         1,498  3,816 
Exceptional financing costs        468 —
Acquisition and restructuring costs included exceptional costs related to the closure of the Global food testing division within ESG, the closure of certain 
laboratories, the restructuring within the Inspectorate business in Switzerland, as well as general acquisition activities and IT reorganisation costs.
The exceptional financing costs charge relates to capitalised bank fees charged on two loan facilities settled during the year.
5. Directors and employees
The average monthly number of employees (including executive Directors) during the period was:
Average number of employees 
 Group Company
       
      2006 2005 2006 2005 
      Number Number Number Number
Inspection and testing      3,965 773 — —
Marketing and distribution      292 — — —
Management and administration      1,130 306 6 1
      5,387 1,079 6 1
Employee costs
 Group Company
       
      2006 2005 2006 2005 
      £’000 £’000 £’000 £’000
Wages and salaries       64,068 10,188 895 233
Social security costs       4,721 789 75 28
Other pension costs       2,853 478 40 20
Share option charge for employees      564 102 222 45
      72,206 11,557 1,232 326
Total emoluments paid to directors were £872,000 (2005: £471,000) with £40,000 (2005: £20,000) contributions into a defined contribution scheme. 
The emoluments of the highest paid Director were £469,000 (2005: £233,000) with £33,000 (2005: £20,000) being paid to a defined contribution 
pension scheme.
Pension contributions into personal pension schemes were payable in respect of two (2005: one) executive Directors.
Details of the Directors’ remuneration are set out in the remuneration report on pages 15 and 16.
6. Interest receivable and similar income
        Year ended 38 weeks ended 
        31 December 31 December 
        2006 2005 
        £’000 £’000
Bank interest receivable        184 149
Change in fair value of interest rate cap        43 33
         227 182
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Inspicio plc Annual Report and Accounts 2006
7. Interest payable and similar charges
        Year ended 38 weeks ended 
        31 December 31 December 
        2006 2005 
        £’000 £’000
Bank loans and overdrafts        (2,295) (383)
Amortisation of issue costs of bank loan        (609) (8)
Finance lease interest        (18) —
        (2,922) (391)
8. Tax on profit/(loss) on ordinary activities
The tax on profit/(loss) on ordinary activities comprises:
        Year ended 38 weeks ended 
        31 December 31 December 
        2006 2005 
        £’000 £’000
Current tax  
UK corporation tax on profits in period        — —
        — —
Foreign tax  
Corporation tax – current year         2,952  (743)
Corporation tax – prior period         21  —
Total current tax         2,973  (743)
Deferred tax
Origination and reversal of timing differences:  
Representing  
– United Kingdom        664 37
– Foreign tax        (465) 698
Total deferred tax        199 735
Tax on profit/(loss) on ordinary activities        3,172 (8)
The tax charge for the period is higher than the standard rate of corporation tax in the UK of 30%.
Profit/(loss) on ordinary activities before tax        548 (4,497)
Profit/(loss) on ordinary activities multiplied by the standard rate  of corporation tax in the UK of 30%    164 (1,349)
Effects of:  
– goodwill not deductible        868 110
– other items not deductible/(taxable) for tax purposes       307 39
– adjustment in respect of foreign tax rates        515 (38)
– unrelieved tax losses         1,829 776
– tax timing differences        (712) (225)
– utilisation of tax losses not previously recognised       (19) (56)
– adjustments to tax charge in respect of previous periods       21 —
Total current tax charge/(credit)        2,973 (743)
notes to the financial statements
for the year ended 31 December 2006 continued
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Inspicio plc Annual Report and Accounts 2006
8. Tax on profit/(loss) on ordinary activities continued
The tax charge on ordinary activities is driven by a combination of unrelieved Group losses, higher overseas tax rates and non-deductible items.
Taxation has been charged at the effective full year rate of 60.5 per cent (2005: nil) on profit before the amortisation of goodwill and share option charges.
The Group has potential deferred tax assets of £9.0m at 31 December 2006 (2005: £1.7m) in respect of Group tax losses, which have not been 
recognised due to uncertainty over their recoverability.
9. Loss for the financial year
The Company has taken advantage of Section 230 of the Companies Act 1985, and has not included a profit and loss account in these financial 
statements. The loss attributable to the members of the parent Company is £1.7m (2005: £537,000).
10. Earnings per share
The calculation of the basic earnings per share is based on the earnings attributable to ordinary shareholders divided by the weighted average number 
of shares in issue during the year. The Group presents an adjusted earnings per share based on earnings excluding exceptional items and goodwill 
amortisation which the Directors believe aids the understanding of the Group’s trading performance.
For fully diluted EPS, the weighted average number of Ordinary Shares in issue is adjusted to assume conversion of dilutive potential Ordinary Shares. 
The Group’s potentially dilutive securities consist of share options and warrants. As the Group is currently loss making on an unadjusted basis, none 
of the potentially dilutive securities are currently dilutive.
Details of the earnings and weighted average number of shares used in the calculations are set out below:
        Year ended 38 weeks ended 
        31 December 31 December 
        2006 2005 
        £’000 £’000
Retained loss for basic EPS        (3,086) (4,549)
Exceptional items (net of tax)        1,445 3,816
Goodwill amortisation        2,892 367
Adjusted retained profit/(loss)        1,251 (366)
Number of shares (000’s)  
Weighted average number of shares for basic EPS        69,021 17,930
Potentially dilutive share options*        251 31
Weighted average number of shares including dilutive share options      69,272 17,961
Basic (loss) per share        (4.5)p (25.4)p
Adjusted basic and diluted earnings/(loss) per share       1.8p (2.0)p
*Adjustment to reflect the conversion of potentially dilutive Ordinary Shares.
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Inspicio plc Annual Report and Accounts 2006
11. Intangible fixed assets
         Goodwill 
Group         £’000
Cost 
At 1 January 2006         35,390 
Additions         59,899
Exchange adjustments         (3,925)
At 31 December 2006         91,364
Amortisation  
At 1 January 2006         367
Charge for the year         2,892
Exchange adjustments         (71)
At 31 December 2006         3,188
Net book value
At 31 December 2006         88,176
At 31 December 2005         35,023
Details of additions to goodwill are shown in the acquisitions note 27 below.
Goodwill on acquisitions is amortised on a straight-line basis over 20 years being the Directors’ best estimate of its useful economic life. 
12. Tangible fixed assets
        Plant, 
     Freehold    laboratory  
     land and  Long  Short  and office 
     buildings leasehold leasehold equipment Total 
Group     £’000 £’000 £’000 £’000 £’000
Cost
At 1 January 2006     3,459 1,231 246 18,169 23,105
Acquisitions     4,001 — 194 3,747 7,942
Additions     178 160 207 5,680 6,225
Disposals     (404) (66) — (3,129) (3,599)
Exchange adjustments     (220) (134) (69) (1,587) (2,010)
At 31 December 2006     7,014 1,191 578  22,880   31,663
Depreciation     
At 1 January 2006     60 34  7  2,004   2,105 
Charge for the year     159  124 20  5,136   5,439 
Disposals     (22) (14) — (2,720) (2,756)
Exchange adjustments     (23) (8) (2) (121) (154)
At 31 December 2006     174 136 25 4,299 4,634
Net book value     
At 31 December 2006      6,840   1,055   553   18,581   27,029 
At 31 December 2005      3,399   1,197   239   16,165   21,000 
The net book value of the tangible fixed assets of the Group at 31 December 2006 includes £465,000 (2005: £58,000) in respect of assets held under 
finance leases. The depreciation charge for the year ended 31 December 2006 in respect of assets held under finance leases was £42,000 (2005: £3,000).
The Company has no tangible fixed assets.
notes to the financial statements
for the year ended 31 December 2006 continued
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Inspicio plc Annual Report and Accounts 2006
13. Investments
       Available   
       for sale  Joint  
       investments venture Group 
       2006 2006 2006 
Group       £’000 £’000 £’000
Cost   
At 1 January 2006        —   —   — 
Additions        1,188   —   1,188
Acquisitions        —  341 341
Fair value adjustments         384   —   384 
At 31 December 2006        1,572   341   1,913 
Share of post acquisition reserves   
At 1 January 2006        — —
Share of net profit for the period          139   139 
At 31 December 2006           139   139 
Net book value        1,572   480   2,052 
On 27 October 2006 the Group acquired a 5 per cent interest in Concateno plc for £1.2m. The Group disposed of its interest post year end generating 
proceeds of £2.0m net of costs.
The Group has a 50 per cent interest in Alex Stewart TES Bretby BV, a joint venture registered in the Netherlands.
Details of the Group’s principal operating subsidiaries are shown in note 34.
        2006 2005 
Company        £’000 £’000
Cost and net book value  
At 1 January 2006         345   — 
Additions         342   345 
At 31 December 2006         687   345 
Additions during the year represent the fair value of share options relating to Group subsidiaries which have been treated by the Company as capital contributions.
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Inspicio plc Annual Report and Accounts 2006
14. Stocks
 Group
        At  At 
        31 December  31 December 
        2006 2005 
        £’000 £’000
Goods for resale        98 —
The Company has no stocks.
15. Debtors:
Amounts due after more than one year
 Group Company
       
      At At At At 
      31 December 31 December 31 December 31 December 
      2006 2005 2006 2005 
      £’000 £’000 £’000 £’000
Amounts owed by Group undertakings       —   —  85,361 51,641
Amounts due within one year
 Group Company
       
      At At At At 
      31 December 31 December 31 December 31 December 
      2006 2005 2006 2005 
      £’000 £’000 £’000 £’000
Trade debtors      31,977  19,816   —   —
Amounts recoverable on contracts      1,481  —   —   — 
Deferred tax asset (note 21)      1,468  —  30  — 
Other debtors      5,927  2,513  197 15
Prepayments and accrued income      4,123  3,206  19  — 
      44,976 25,535 246 15
Total      44,976 25,535 85,607 51,656
Trade debtors are stated net of provisions for doubtful debts of £4.7m (2005: £1.8m).
16. Restricted cash
 Group
        At  At 
        31 December  31 December 
        2006 2005 
        £’000 £’000
Restricted cash         9,724  —
The restricted cash balance relates to cash held on deposit to meet the repayment of deferred consideration in the form of loan notes owed to the 
vendors of Eclipse (note 27). The restricted cash deposited earned interest at 4.89 per cent per annum. The loan notes were repaid in February 2007.
The Company has no restricted cash.
notes to the financial statements
for the year ended 31 December 2006 continued
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Inspicio plc Annual Report and Accounts 2006
17. Creditors: amounts falling due within one year
 Group Company
       
      At At At At 
      31 December 31 December 31 December 31 December 
      2006 2005 2006 2005 
      £’000 £’000 £’000 £’000
Bank loans       10,614  — — —
Bank overdrafts      —  311  — —
Trade creditors       12,523   5,012   485 —
Corporation tax payable       1,294   623  — —
Other taxation and social security        2,529   676   21  —
Other creditors        4,669   721  — —
Deferred and contingent consideration       14,289   2,155  — —
Obligations under finance leases       170   40  — —
Accruals and deferred income       15,343   13,135   1,011   808 
       61,431   22,673   1,517  808 
Deferred and contingent consideration includes £9.7m in respect of loan notes owed to the vendors of Eclipse, £3.0m payable in respect of Advanced Micro 
Services Ltd and £1.6m in respect of Renton Laboratories Pty Ltd. The first £1.8m of consideration payable in respect of Advanced Micro Services Ltd will 
be met out of Escrow funds set aside out of consideration at the time of the acquisition. Interest of 4.89 per cent per annum was payable on the 
Eclipse loan notes outstanding which were repaid in February 2007.
18. Creditors: amounts falling due after more than one year
 Group
        At  At 
        31 December  31 December 
        2006 2005 
        £’000 £’000
Bank loans         37,515  7,097 
Deferred consideration         2,138   — 
Other creditors         284  —
Finance leases         159   67 
         40,096   7,164 
Deferred consideration of £2.1m is payable in respect of Advanced Micro Services Ltd.
The Company has no creditors falling due in more than one year.
The analysis of loans and finance leases maturity is as follows:
 At 31 December 2006 At 31 December 2005
      
    Finance    Finance  
    leases  Loans Total leases  Loans Total 
    £’000 £’000 £’000  £’000 £’000 £’000
Less than one year    170 10,614 10,784 40 — 40
Between one and two years    65 8,509 8,574 17  287  304
Between two and five years     94   29,006   29,100   50   6,810  6,860
     329   48,129    48,458  107   7,097  7,204
The Company has no loans or finance leases.
As at 31 December 2006, the Group’s bank loans and finance lease obligations respectively comprised £47.8m (2005: £6.9m) secured loans and 
mortgages, £274,000 (2005: £225,000) unsecured loans and £329,000 (2005: £107,000) finance leases. The mortgage is secured against freehold 
property in Sweden. 
Bank loans are denominated in a number of currencies and bear interest based on LIBOR, or foreign equivalents plus a margin charged by the 
provider in the country in which the borrowing is incurred. Full details of the risk management strategy and interest rates applicable to the financial 
liabilities are shown in note 19.
The secured bank loans are secured by fixed charge and floating charges over the assets of certain Group companies.
The Group’s secured bank loans are stated net of unamortised issue costs of £585,000 (2005: £190,000). The Group incurred total issue costs of 
£1.0m (2005: £445,000) in respect of the five year committed revolving credit facility and the five year term loan facility entered into in July 2006 
under which amounts have been drawn down in part to fund the acquisition of Eclipse and in part to fund the Group’s ongoing activities. These costs 
together with the interest expense are allocated to the profit and loss account over the five year term of the facility on a sum of digits basis.
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Inspicio plc Annual Report and Accounts 2006
19. Financial instruments
a) Financial risk management
The principal aims of the Group’s financial risk management activities are to monitor and address the risks arising from the Group’s external and 
internal funding requirements, optimise net interest cost after tax and manage financial risk arising from the international business of the Group, 
principally interest rate and currency risk. 
Given the size of the Group, the Directors have not delegated the responsibility for monitoring financial risk management to a sub-committee 
of the Board. The policies set by the Board of Directors are implemented by the Group’s finance department.
Liquidity risk
The Group’s financial risk management activities in this area seek to achieve a balance between certainty of funding with committed facilities and a 
flexible, cost-effective structure. At 31 December 2006 the Group had bank facilities of £52.0m (2005: £20.0m) (of which £48.4m had been drawn 
down (2005: £7.0m)) and net cash of £10.7m (2005: £3.8m). The facilities comprise a £12.0m five year committed revolving credit facility and a 
£40.0m five year term facility loan. 
Of the total loans and facilities of £48.4m as at 31 December 2006 (2005: £7.2m), £48.2m are secured (2005: £7.0m), including £329,000 
(2005: £107,000) of finance leases and £63,000 (2005: £62,000) of secured mortgages.
Interest rate risk
The Group has both interest bearing assets and interest bearing liabilities, with the main interest rate risk arising on the bank loan facilities drawn 
down. The Group has used an interest rate cap and floor to address this, which has the effect of capping the underlying base interest rate payable 
before paying a margin to the provider, on the first £16.1m of borrowing, at 5.75 per cent together with a floor of 4.60 per cent. The floating interest 
rate on the bank facility at 31 December 2006 was 5.19 per cent, and therefore the cap was not effective at that date. The Group has used a cap on 
its floating rate borrowing facilities as the most cost-effective means of hedging debt. The interest rate cap is settled on a quarterly basis, with the 
settlement amount being the difference between the capped and the floating interest rate amounts on the outstanding amount up to £16.1m.
The Group also holds an interest rate cap covering the first $15.0m of US$ borrowing which has the effect of capping the underlying base interest rate 
payable at 5.50 per cent before paying a margin to the provider. The interest rate cap is settled on a quarterly basis, with the settlement amount being the 
difference between the capped and the floating interest rate amounts on the outstanding amount up to $15.0m.
Currency risk
The Group operates internationally, giving rise to exposure from changes in foreign exchange rates between a number of currencies but, particularly 
to changes in the US Dollar and the Euro. 
The Group uses forward currency contracts or options to reduce the risk of changes in foreign exchange rates. At 31 December 2006 the Group held 
simple currency options for the sale of US$8.4m for Sterling, at a US$/£ rate of 1.98 which expire between January and December 2007.
No financial instruments have been designated as accounting hedges.
In addition, the Group extended its foreign exchange options by a further US$9.6m at a US$/£ rate of 1.95 in January 2007.
Where possible the Group finances overseas investments through the use of foreign currency borrowings to hedge the foreign currency investment.
Credit risk
The Group is exposed to credit related losses on financial instruments, in the event of non-performance by counterparties, but it does not expect any 
counterparties to fail to meet their obligations given the Group’s policy of selecting only counterparties with high credit ratings.
In territories such as emerging markets which may represent higher than usual concentrations of trading credit risk, instruments such as letters of 
credit are used. 
notes to the financial statements
for the year ended 31 December 2006 continued
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Inspicio plc Annual Report and Accounts 2006
19. Financial instruments continued
b) Numerical disclosures
Numerical financial instruments disclosures are set out below. A description of the accounting policies relating to financial instruments is set out in the 
accounting policies in note 1 to these accounts.
Short term debtors, creditors, restricted cash and loan notes have been excluded from all the following disclosures, other than currency risk disclosures 
as they are of a short term nature and therefore their fair value approximates to their book value.
Financial instruments
The fair values and book values of the Group’s financial instruments are set out below:
 At 31 December 2006 At 31 December 2005
       
      Book Fair Book Fair 
      value value value value 
      £’000 £’000 £’000 £’000
Long term borrowing      (48,129) (48,129) (7,097) (7,097)
Provisions (excluding deferred tax)      (4,010) (4,010) (4,812) (4,812)
Equity investment      1,572 1,572 — —
Cash at bank and in hand      10,698 10,698 3,829 3,829
      (39,869) (39,869) (8,080) (8,080)
Derivative financial instruments (below)      65 65 (2) (2)
Total financial instruments       (39,804) (39,804) (8,082) (8,082)
Derivative financial instruments held or issued:
Currency options and resettable forward – liability     — — (110) (110)
Currency options and resettable forward – asset      54 54 75 75
Interest rate caps – liability      (19) (19) 33 33
Interest rate caps – asset      30 30 — —
Total      65 65 (2) (2)
Summary of derivative financial instruments
Asset       84 84 108 108
Liability      (19) (19) (110) (110)
Total      65 65 (2) (2)
Interest rate risk profile of financial liabilities
 At 31 December 2006 At 31 December 2005
      
     Floating   Floating  
      rate  Fixed rate   rate  Fixed rate  
     financial  financial   financial  financial  
    Total liabilities liabilities Total liabilities liabilities 
Currency    £’000 £’000 £’000 £’000 £’000 £’000
Sterling    46,633 46,304 329 7,204 7,097 107
US Dollars    2,190 2,190 — —  —  —
Other currencies    214 214 — 287 287 —
Total    49,037 48,708 329 7,491 7,384 107
Average rate    7.1% 7.1% 7.6% 5.9% 5.9% 8.0%
At 31 December 2006    7.1% 7.1% 7.6% 5.9% 5.9% 8.0%
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Inspicio plc Annual Report and Accounts 2006
19. Financial instruments continued
b) Numerical disclosures continued
Interest rate risk of financial assets
         At  
         31 December  
         2006 
         Cash at  
         bank and  
         in hand 
Currency         £’000
Sterling         3,092
US Dollars         3,041
Euro         1,334
Other currencies         3,231
         10,698
Average rate         0.02%
At 31 December 2006         0.02%
In the case of long term bank loans, the fair value approximates to the carrying value reported in the balance sheet as the majority are subject to 
floating rates where payments are reset to market rates at intervals of less than one year. For provisions the fair value approximates to the book value 
as they are expected to be utilised over a short period.
The fair value of short-term bank loans and overdrafts approximates to the carrying amount because of the short-term maturity of these instruments. 
The fair value of other short term payables and receivables equals their book value as this is the amount which would be payable if the asset had been 
realised or the liability had crystallised at the balance sheet date.
The fair value of the simple currency options and the resettable forward has been determined based on the present value of the estimated future cash 
flows associated with the instruments. The fair value of the interest rate cap is based on the market price of comparable instruments at the balance 
sheet date.
Undrawn borrowing facilities
The Group had the following undrawn committed floating rate borrowing facilities available for draw down:
        At  At  
        31 December 31 December 
        2006 2005 
        Total  Total  
        £’000 £’000
Expiring within one year        —  3,750
Expiring in more than two years        3,628 9,250
        3,628 13,000
Currency exposures
The table below shows the extent to which the Group has monetary assets and liabilities in currencies:
 Net foreign currency monetary assets/(liabilities)
        Other  
     Sterling US Dollars Euro currencies Total 
     £’000 £’000 £’000 £’000 £’000
At 31 December 2006     (47,158) 11,417 4,138 812 (30,791)
notes to the financial statements
for the year ended 31 December 2006 continued
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Inspicio plc Annual Report and Accounts 2006
20. Provisions for liabilities and charges
       Onerous 
      Deferred   leases and  Other 
      tax dilapidations  provisions Total 
Group      £’000 £’000 £’000 £’000
At 1 January 2006      534 628 4,184 5,346
Acquired      (1,982) 575  —  (1,407)
Charge to profit and loss account      199 (52) 2,999 3,146
Utilised      — (141) (3,919) (4,060)
Deferred tax assets disclosed in debtors (note 15)     1,468 — — 1,468
Exchange movements      (79)  —  (264) (343)
At 31 December 2006      140  1,010   3,000   4,150 
Other provisions principally include potential claims against the Group. As the provisions are expected to be utilised over a short period of time, 
the Directors do not feel it is necessary to discount them.
The Company has no provisions.
21. Deferred taxation
 Group Company
       
      As at  As at  As at As at 
      31 December  31 December  31 December  31 December 
      2006 2005  2006  2005 
      £’000 £’000 £’000 £’000
Deferred tax comprises:     
Accelerated capital allowances      588 (234) — —
Short term timing differences      740 (300) 30 —
Net deferred tax asset/(liability)      1,328 (534) 30 —
Provision at end of period     
Included within:     
Debtors (note 15)      1,468 — 30 —
Provisions for liabilities and charges (note 20)      (140) (534) — —
      1,328 (534) 30 —
22. Pensions obligations
The Group and Company operate defined contribution schemes in respect of their employees. The costs are as follows: 
 Group Company
       
       38 weeks  38 weeks 
      Year ended  ended  Year ended ended  
      31 December  31 December  31 December  31 December 
      2006 2005  2006  2005 
      £’000 £’000 £’000 £’000
Pension costs       2,853   478   40   20 
The Group has a commitment to make contributions totalling £350,000 over the next ten years towards the Coal Board Superannuation Scheme, 
full provision for this amount was made at the time of the acquisition of ESG.
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Inspicio plc Annual Report and Accounts 2006
23. Share capital
        At  At  
        31 December 31 December 
        2006 2005 
Authorised        £’000 £’000
100,000,000 Ordinary Shares of 10p each        10,000 10,000
        2006 2005 
Allotted, called up and fully paid        £’000 £’000
88,265,860 Ordinary Shares of 10p each        8,827 5,500
At 31 December 2006        8,827 5,500
On 24 April 2006, 3,750,000 Ordinary Shares were issued for a cash consideration of £4,481,000.
On 14 August 2006, 25,137,568 Ordinary Shares were issued for a cash consideration of £27,651,000 and 2,135,160 Ordinary Shares were issued 
as vendor consideration of £2,349,000.
On 16 August 2006, 1,818,182 Ordinary Shares were issued for a cash consideration of £2,000,000.
On 23 August 2006, 424,950 Ordinary Shares were issued as vendor consideration of £478,069.
24. Reconciliation of movements in shareholders’ funds
 Group Company
       
      At At At At 
      31 December 31 December 31 December 31 December 
      2006 2005 2006 2005 
      £’000 £’000 £’000 £’000
Loss for the financial period      (3,086) (4,549) (1,662) (537)
Issue of Ordinary Shares      3,327 5,500 3,327 5,500
Premium on new shares issued       31,062 49,500 33,633 49,500
Merger reserves      2,571 — — —
Share issue costs      (1,527) (3,179) (1,527) (3,179)
Foreign exchange (losses)/gains      (6,442) 781 —  — 
Gain in value of investments      384  —  —  — 
Options and warrants’ compensation charge      564 390 564 390
Movement in shareholders’ funds in the period      26,853 48,443 34,335 51,674
Shareholders’ funds at the beginning of the period      48,443 — 51,674 —
Shareholders’ funds at 31 December 2006      75,296 48,443 86,009 51,674
25. Reconciliation of movements in reserves
     Share   Profit  
     premium  Merger  and loss  Fair value Other  
     account reserve  account  reserve reserves 
Group     £’000 £’000 £’000 £’000 £’000
At 1 January 2006     46,321  —  (4,159) — 781
Premium on new shares issued     31,062  —  — — —
Merger reserve arising on acquisitions     — 2,571 — — —
Expenses of share issue     (1,527) — — — —
Loss for the financial period     — — (3,086) — —
Revaluation of investment     — — — 384 —
Warrants and options’ compensation charge     —  —  564 — —
Foreign exchange losses     —  —  — — (6,442)
At 31 December 2006     75,856 2,571 (6,681) 384 (5,661)
       Share   Profit  
       premium  Merger  and loss 
       account reserve account 
Company       £’000 £’000 £’000
At 1 January 2006       46,321 — (147)
Premium on new shares issued       31,062 — —
Merger reserve arising on acquisitions       — 2,571 —
Expenses of share issue       (1,527) — —
Loss for the financial period       — — (1,662)
Warrants and options’ compensation charge       — — 564
At 31 December 2006       75,856 2,571 (1,245)
The merger reserve arose from the merger relief in respect of the shares issued on the acquisitions of Eclipse and Renton Laboratories Pty Ltd.
notes to the financial statements
for the year ended 31 December 2006 continued
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Inspicio plc Annual Report and Accounts 2006
26. Share options
The Company has three share option schemes and an Employee Benefit Trust Incentive Scheme for its employees and Directors. Options are normally 
granted with a fixed exercise price equal to the market price of the shares under option at the date of grant. The contractual life of an option under 
these schemes is between three and seven years.
Options have been granted to key management, at the discretion of the Board.
Share options granted to employees and Directors at 31 December 2006 were as follows:
 Remaining life (years)
Option scheme Number granted Date granted Exercise price Expiry date Expected Contractual
Enterprise Management  
Incentive Scheme      
Class A 99,998 5 Oct 2005 100.0p 4 Oct 2012 1.8 5.8
Class B 100,000 5 Oct 2005 100.0p 4 Oct 2012 2.2 5.8
Class A 49,999 12 Oct 2005 111.5p 11 Oct 2012 1.8 5.8
Class B 39,686 12 Oct 2005 111.5p 11 Oct 2012 2.2 5.8
Employee Benefit Trust Scheme      
Class A 1,575,000 5 Oct 2005 100.0p 4 Oct 2012 1.8 5.8
Class A 75,000 4 Apr 2006 100.0p 3 Apr 2013 2.3 6.3
Class A 312,500 3 May 2006 119.5p 2 May 2013 2.4 6.4
Class B 450,000 5 Oct 2005 100.0p 4 Oct 2012 2.2 5.8
Class B 25,000 4 Apr 2006 100.0p 3 Apr 2013 2.3 6.3
Class B 18,750 3 May 2006 119.5p 2 May 2013 2.4 6.4
Class C 1,125,003 5 Oct 2005 100.0p 4 Oct 2012 2.2 5.8
Class C 50,000 4 Apr 2006 100.0p 3 Apr 2013 2.3 6.3
Class C 293,750 3 May 2006 119.5p 2 May 2013 2.4 6.4
Class D 700,000 13 Sep 2006 126.0p 12 Sep 2013 2.7 6.7
Class E 118,750 13 Sep 2006 126.0p 12 Sep 2013 2.7 6.7
Class F 231,250 13 Sep 2006 126.0p 12 Sep 2013 2.7 6.7
Class G 500,000 13 Sep 2006 126.0p 12 Sep 2013 3.2 6.7
Class H 500,000 13 Sep 2006 126.0p 12 Sep 2013 4.7 6.7
Class I 250,000 13 Sep 2006 110.0p 12 Sep 2013 2.7 6.7
Class J 250,000 13 Sep 2006 110.0p 12 Sep 2013 2.7 6.7
Incentive Stock Option Scheme      
Class A 578,000 14 Oct 2005 111.5p 13 Oct 2012 2.7 5.8
Class A 64,460 13 Sep 2006 126.0p 12 Sep 2013 2.7 6.7
Class A 10,540 13 Sep 2006 126.0p 12 Sep 2013 3.7 6.7
Class B 578,000 14 Oct 2005 111.5p 13 Oct 2012 3.1 5.8
Class B 64,460 13 Sep 2006 126.0p 12 Sep 2013 2.7 6.7
Class B 10,540 13 Sep 2006 126.0p 12 Sep 2013 3.7 6.7
Unapproved Scheme      
Class A 47,000 14 Oct 2005 111.5p 13 Oct 2012 1.8 5.8
Class B 57,314 14 Oct 2005 111.5p 13 Oct 2012 2.2 5.8
Class A 25,000 13 Sep 2006 126.0p 12 Sep 2013 2.7 5.7
Class B 25,000 13 Sep 2006 126.0p 12 Sep 2013 2.7 5.7
 8,225,000     
The weighted average contractual life remaining of the options in existence at the end of the year was 6.2 years (2005: 6.7 years).
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Inspicio plc Annual Report and Accounts 2006
26. Share options continued
The summary of the movement in the share options during the year is as follows:
     Enterprise  Employee Incentive  
     Management  Benefit  Stock 
     Investment   Trust  Option  Unapproved  
     Scheme Scheme  Scheme Scheme Total
2006 number of share options     
Outstanding as at 1 January 2006     289,683 3,250,003 1,156,000 104,314 4,800,000
Granted     — 3,325,000 150,000 50,000 3,525,000
Lapsed     — (100,000) — — (100,000)
Outstanding at 31 December 2006     289,683 6,475,003 1,306,000 154,314 8,225,000
Exercisable at 31 December 2006     — — — — —
      Enterprise  Employee Incentive  
      Management  Benefit  Stock 
      Investment   Trust  Option  Unapproved  
      Scheme Scheme  Scheme Scheme
2006 weighted average exercise price of share options (pence)
Outstanding as at 1 January 2006      103.6 100.0 111.5 111.5
Granted      — 121.2 126.0 126.0
Lapsed      — 100.0 — —
Outstanding at 31 December 2006      103.6 110.9 113.2 116.2
Exercisable at 31 December 2006      — — — —
During the year, the following share options were issued under the above schemes:
 150,000 share options with an exercise price of 100p;
 500,000 share options with an exercise price of 110p;
 625,000 share options with an exercise price of 119.5p; and
 2,250,000 share options with an exercise price of 126p.
The market price for these shares at 31 December 2006 was 151p and the high and low for the period was 153p and 99p. There are certain 
performance criteria to be met before share options are exercisable and these are summarised below:
 EMI Class A, EBT class A, D and I shares, and unapproved class A shares vest after holders satisfy a period of three years’ continual service;
  EMI Class B, EBT class C, F and J and unapproved class B shares vest after holders satisfy a period of three years’ continual service and Inspicio 
achieves EBITA margin of 8 per cent in the published accounts;
  EBT Class B and E shares vest after holders satisfy a period of three years’ continual service and Inspicio achieves a positive EPS for two consecutive years;
  EBT Class G, shares vest after holders satisfy a period of three years’ continual service and Inspicio achieves EBITA margin of 9 per cent in the published 
accounts and the mid-market share price of an Ordinary Share of the Company is greater than 220p at any time during the exercise period;
  EBT Class H shares vest after holders satisfy a period of three years’ continual service and the mid-market share price of an Ordinary Share of the 
Company is greater than 330p at any time during the exercise period; and 
  ISO Class A shares vest after completing continual years of service from three years to seven years; ISO class B shares vest after completing continual 
years of service from three years to seven years and Inspicio achieves EBITA margin of 8 per cent in the published accounts.
notes to the financial statements
for the year ended 31 December 2006 continued
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Inspicio plc Annual Report and Accounts 2006
26. Share options continued
Marwyn Capital Ltd hold 990,000 warrants; the conditions for exercising these are as follows:
 495,000 vest after a period of three years (October 2008);
 247,500 vest after a period of three years and Inspicio achieves EBITA margin of 8 per cent in the published accounts; and
 247,500 vest after a period of three years and Inspicio achieves a positive EPS for two consecutive years.
The fair value of the share options was determined using a binomial option pricing model. Awards have been valued using an assumed exercise 
behaviour recognising the exercise restrictions. 
The weighted average fair value of share options granted during the period and the weighted average assumptions used in the calculations are as follows:
         Unapproved  
       EBT scheme ISO scheme scheme
Share price at grant date       124.7p 126.0p 126.0p
Exercise price       121.2p 126.0p 126.0p
Shares under option       3,325,000 150,000 50,000
Option life (years)       7.0 7.0 7.0
Expected life (years)       3.4 3.1 3.0
Expected volatility       25% 25% 25%
Risk free interest rate       4.73% 4.79% 4.8%
Expected dividends expressed as a dividend yield       0.0% 0.0% 0.0%
Fair value per option       27.4p 30.5p 29.7p
Directors’ options         EBT scheme
Share price at grant date         126.0p
Exercise price         126.0p
Shares under option         1,350,000
Option life (years)         7.0
Expected life (years)         3.9
Expected volatility         25%
Risk free interest rate         4.76%
Expected dividends expressed as a dividend yield         0.0%
Fair value per option         22.1p
Inspicio does not consider that the historical volatility calculated from its share price since trading commenced on 29 April 2005 as representative of 
volatility over the expected life of the share options. The expected volatility used in the option pricing model is therefore based on the historical volatility 
over the last four years of a group of four comparator companies.
The expected life is the average expected time period for the exercise of an option by its holder. 
The risk free rate of interest is the yield on zero-coupon UK government bonds of a term consistent with the assumed expected option life.
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Inspicio plc Annual Report and Accounts 2006
27. Acquisitions
Acquisition of Environmental Services Group 
The Group acquired ESG on 2 May 2006 and the Directors attributed the following provisional fair value to its assets and liabilities:
       Consistency of  
       accounting  Other  Provisional  
     Book value Revaluation policies adjustments fair value 
     £’000 £’000 £’000 £’000 £’000
Tangible fixed assets and investments     3,869 (195) — — 3,674
Stock     2,016 — (2,016) — —
Debtors     13,235 — (307) (597) 12,331
Creditors     (8,160) — (210) (350) (8,720)
Taxation     274 — — 117 391
Cash     733 — — — 733
Net assets acquired     11,967 (195) (2,533) (830) 8,409
Consideration:     
Cash consideration         16,000
Acquisition expenses         1,132
Cost of acquisition         17,132
Goodwill (provisional)         8,723
The provisional fair value adjustments include revaluing tangible fixed assets, the alignment of accounting policies (concerning revenue recognition, 
stock valuation, holiday pay accruals and bad debt provisioning), in addition to revising estimates of the recoverability of certain trade debtors balances.
Net asset values remain provisional where accounting and taxation estimates used have yet to be finalised.
In its last financial year to 31 December 2005, ESG recorded a loss after tax and minority interests of £626,000. For the period since that date to the 
date of the acquisition, ESG’s management accounts show:
         £’000
Turnover         14,883
Operating profit before exceptional items          (992)
Exceptional items         (4,388)
Operating profit after exceptional items         (5,380)
Interest expense         (276)
Profit before tax         (5,656)
Tax         371
Loss attributable to shareholders         (5,285)
The acquisition contributed £2.8m to the Group’s net operating cash flows and it paid £9,000 of interest, £7,000 of tax and £779,000 of capital expenditure.
The exceptional items represent impairment of goodwill and closure costs of ESG’s food testing division.
notes to the financial statements
for the year ended 31 December 2006 continued
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Inspicio plc Annual Report and Accounts 2006
27. Acquisitions continued
Acquisition of Eclipse Scientific Group Ltd
The Group acquired Eclipse on 11 August 2006 and the Directors attributed the following provisional fair value to its assets and liabilities:
        Consistency of  
       accounting  Other Provisional  
     Book value Revaluation policies  adjustments fair value 
     £’000 £’000 £’000 £’000 £’000
Tangible fixed assets     5,750 (1,492) — — 4,258
Stock     472 — (427) — 45
Debtors     3,967 — (275) — 3,692
Creditors     (6,601) — (194) — (6,795)
Taxation     (150) — — 937 787
Cash     818 — — — 818
Net assets acquired     4,256 (1,492) (896) 937 2,805
Consideration:
Shares issued          2,349
Cash consideration         36,420
Loan notes issued         9,724
Acquisition expenses         1,325
Cost of acquisition         49,818
Goodwill (provisional)         47,013
In addition to the consideration above, up to an additional £3.0m may be payable subject to the achievement of certain performance targets.
The provisional fair value adjustments include revaluing tangible fixed assets, the alignment of accounting policies concerning stock valuation, 
and revised estimates of the recoverability of certain trade debtors and balances and adjustments.
Net asset values remain provisional where accounting and taxation estimates have yet to be finalised.
In its last financial period to 31 March 2005, Eclipse made a profit before tax and minority interests of £0.4m. For the period since acquisition, 
Eclipse’s management accounts before dividend income show:
         £’000
Turnover         17,730
Operating loss          (31)
Net interest receivable         63
Profit before tax         32
Tax         (174)
Loss attributable to shareholders         (142)
The acquisition contributed £0.4m to the Group’s net operating cash flows, and it paid £3,000 in interest, received £1,000 of tax and paid £377,000 
of capital expenditure.
Acquisition of Inspectorate
The provisional fair values assigned to the assets and liabilities of Inspectorate which was purchased in October 2005, have been revised to reflect 
further bad debt provisioning in line with Group policy. In addition, adjustments were made to reflect the final level of acquisition expenses and taxation.
The total impact of these adjustments was to reduce goodwill arising by £342,000.
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Inspicio plc Annual Report and Accounts 2006
27. Acquisitions continued
Other acquisitions
The Group made a number of in-fill acquisitions and extended ownership in certain holdings of businesses. A summary of these acquisitions together 
with the provisional fair value of the net assets acquired is shown below:
 the remaining 25.1 per cent of Mertcontrol Minosegellenorzo Rt located in Hungary on 14 March 2006;
 a 51.0 per cent stake in Acacus Inspection International Ltd acquired on 28 April 2006;
 a 100 per cent stake with 49.98% deferred, in Inspeccoes, Peritagens E Controlo LDA (IPEC), located in Portugal on 4 August 2006;
 100 per cent of Renton Laboratories Pty Ltd, located in Australia and acquired on 24 August 2006;
 the assets, trade and business of Promar in the UK on the 11 October 2006; and
 the assets, trade and business of Envirolab located in Ireland on the 19 December 2006.
         £’000
Provisional book value of net assets acquired          392
Consideration:
Shares issued         478
Consideration and acquisition expenses         2,819
Contingent consideration         1,600
Cost of acquisition         4,897
Goodwill (provisional)         4,505
The contingent consideration is in respect of the acquisition of Renton Laboratories Pty Ltd, subject the achievement of certain performance targets.
28. Related party transactions
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.
Marwyn Capital Ltd, Marywn Partners Ltd and Marwyn Capital LLP are deemed to be related parties of Inspicio plc by virtue of a common Director, 
and in the case of Marwyn Capital LLP , member Mark Watts.
 2006 2005
       
       Amounts  Amounts 
      Provision  due to Provision  due to 
      of goods   related  of goods  related  
      and services parties and services parties 
      £’000 £’000 £’000 £’000
Marwyn Capital Ltd       — — (370) (15)
Marwyn Capital LLP       (580) (30) — —
Marwyn Partners Ltd       (60) (12) (4) (1)
The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received.
The Group has a corporate advisory agreement with Marwyn Capital LLP . Under the terms of the appointment, Marwyn Capital LLP provided general 
strategic and corporate financial services to the Group for a fixed monthly fee of £15,000 plus expenses. In addition, Marwyn Capital LLP received 
fees of £400,000 in respect of the acquisitions of Environmental Services Group and Eclipse Scientific Group. In 2005, these agreements were with 
Marwyn Capital Ltd.
The Group also has an arrangement with Marywn Partners Ltd for the provision of temporary accommodation and associated back office support 
services for a fee of £5,000 per month.
Marwyn Capital Ltd holds 990,000 warrants, unconnected to the value of their services. The conditions for these to be exercised are disclosed in note 26.
Concateno plc is deemed to be a related party of Inspicio plc by virtue of a common Director, Keith Tozzi. 
During the year the Group purchased 5 per cent of the share capital of Concateno plc which was subsequently sold post year end, details of which 
can be found in note 13.
Chris Slack is engaged by the Group as a non-executive Director under the terms of a letter of appointment. Under the terms of the same letter of 
appointment he is entitled to remuneration of £1,000 per working day for any special project work agreed in advance by the Chief Executive Officer. 
In 2006, he received remuneration of £5,000 (2005: £nil) for special project work.
Post year end Inspicio plc entered into a lease on 10 Buckingham Street, London which is a property owned by Marwyn 10 Buckingham Street LLP , 
of which Mark Watts, Mark Silver and Keith Tozzi are members.
There were no other transactions or contracts of significance with related parties. 
notes to the financial statements
for the year ended 31 December 2006 continued
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Inspicio plc Annual Report and Accounts 2006
29. Capital commitments of the Group
        At  At 
        31 December  31 December  
        2006  2005  
        £’000 £’000
Capital expenditure that has been contracted for but not provided for in the financial statements    701 28
30. Financial commitments of the Group
The Group has lease commitments in respect of properties, vehicles and laboratory equipment for which the payments extend over a numbers of years expiring:
 At 31 December 2006 At 31 December 2005
       
      Land and   Land and  
      buildings  Other buildings  Other 
      £’000 £’000 £’000 £’000
Within one year       769 326 823 313
Within two and five years       1,076 528 1,021 351
In over five years      1,430 54 832 —
      3,275 908 2,676 664
31. Contingent liabilities
The Company has guaranteed bank and other borrowings of subsidiary undertakings amounting to £48.4m (2005: £7.0m).
32. Reconciliation of operating profit/(loss) to operating cash flow
        Year ended 38 weeks ended 
        31 December 31 December 
        2006 2005 
        £’000 £’000
Group operating profit/(loss)        3,054 (4,288)
Goodwill amortisation        2,892 367
Depreciation on tangible fixed assets        5,439 1,001
Loss on disposal of fixed assets        19 83
Impairment of fixed assets        — 1,092
Movement in fair value of financial instruments        (89) 35
Fair value charge for options and warrants        564 150
Foreign exchange movement on inter-company        155 (349)
Increase in stocks         (53) —
Increase in debtors        (1,924) (1,498)
Increase/(decrease) in creditors        4,289 (2,274)
(Decrease)/increase in provisions        (1,113) 94
Net cash inflow/(outflow) from operating activities       13,233 (5,587)
33. Analysis of net (debt)/funds
    Cash at  
    bank and  Restricted  Bank  Finance Loan Net 
   Loans in hand  cash overdrafts   leases  notes  (debt)/funds 
   £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 January 2006   (7,097) 4,140 —  (311) (107)  —  (3,375)
Cash flow   (41,613) 5,388 9,724 311 142 — (26,048)
Acquired with subsidiary   — 1,639 — — (365) — 1,274
Non-cash items   391 — — — — (9,724) (9,333)
Exchange differences   190 (469) — — — — (279)
At 31 December 2006   (48,129) 10,698 9,724 — (330) (9,724) (37,761)
Non-cash items principally relate to the issue of loan notes for the acquisition of Eclipse (note 17).
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Inspicio plc Annual Report and Accounts 2006
34. Principal operating subsidiaries 
As permitted by Section 231(5) of the Companies Act 1985, the following entities are the principal subsidiaries whose results and financial statements 
represent the Group’s position.
A full list of subsidiaries will be attached to the Company’s Annual Return filed with the Registrar of Companies.
Name Country of incorporation or registration Proportion held Activity
Inspicio Holdings Ltd* England & Wales 100% Holding company
Inspicio Investments BV The Netherlands 100% Holding company
Inspicio Environmental Services Group Ltd* England & Wales 100% Holding company
Inspicio Food Testing Ltd* England & Wales 100% Holding company
Inspicio Life Sciences Ltd* England & Wales 100% Holding company
Daniel C Griffith Holdings Ltd England & Wales 100% Holding company
Griffith Holding BV Netherlands 100% Holding company
Inspectorate (Overseas) Ltd England & Wales 100% Holding company
Inspectorate (US) Ltd England & Wales 100% Holding company
Inspectorate America Holding Inc USA 100% Holding company
IOL Investments BV Netherlands 100% Holding company
Inspectorate (Shanghai) Ltd China 100% Inspection and testing operations
Inspectorate (Singapore) Pte Ltd Singapore 100% Inspection and testing operations
Inspectorate America Corporation USA 100% Inspection and testing operations
Inspectorate Colombia Ltda Colombia 100% Inspection and testing operations
Inspectorate de Argentina SA Argentina 100% Inspection and testing operations
Inspectorate del Ecuador SA Ecuador 100% Inspection and testing operations
Inspectorate do Brasil Ltda. Brazil 100% Inspection and testing operations
Inspectorate Espanola SA Spain 100% Inspection and testing operations
Inspectorate Griffith India Pvt Ltd India 60% Inspection and testing operations
Inspectorate Hellas SA Greece 100% Inspection and testing operations
Inspectorate Holdings PLC England & Wales 100% Inspection and testing operations
Inspectorate Inspection and Controls Inc USA 100% Inspection and testing operations
Inspectorate International Ltd England & Wales 100% Inspection and testing operations
Inspectorate Netherlands BV Netherlands 100% Inspection and testing operations
Inspectorate Peru SAC Peru 100% Inspection and testing operations
Inspectorate Saudi Arabia Co Ltd Saudi Arabia 65% Inspection and testing operations
Inspectorate Suisse SA Switzerland 100% Inspection and testing operations
Inspectorate Ukraine LLC Ukraine 100% Inspection and testing operations
Inspectorate USA Inc USA 100% Inspection and testing operations
Inspectorate Worldwide Services Ltd England & Wales 100% Inspection and testing operations
Renton Laboratories Pty Ltd Australia 100% Inspection and testing operations
LW Cargo Survey Aktiebolag Sweden 100% Inspection and testing operations
Mertcontrol Minosegellenorzo Rt Hungary 100% Inspection and testing operations
National Oil Inspection Services Rotterdam BV Netherlands 100% Inspection and testing operations
RM Inspect Canada Inc Canada 100% Inspection and testing operations
Rosinspectorate ZAO Russia 100% Inspection and testing operations
Servicios de Inspeccion Inspectorate Chile Ltda Chile 100% Inspection and testing operations
Environmental Services Group Ltd England & Wales 100% Environmental testing
Environmental Contamination Sciences Ltd England & Wales 100% Environmental testing
Geotech Specialists Ltd Ireland 100% Environmental testing
Eclipse Scientific Group Ltd England & Wales 100% Holding company
Eclipse Scientific Ltd England & Wales 100% Scientific testing
Eclipse Scientific Holdings Ltd England & Wales 100% Holding company
Eclipse Acquisition Ltd England & Wales 100% Scientific testing
Independent Micro Lab Ltd Ireland 100% Scientific testing
Advanced Micro Services Ltd Ireland 100% Scientific testing
Hypergraph Laboratory Supplies Ltd England & Wales 100% Scientific testing
* Held directly by Inspicio plc
All the above subsidiaries are included in the Group consolidation and are accounted for through acquisition accounting, and have an accounting year 
end of 31 December, with the exception of Inspectorate Griffith India Pvt Ltd, and some of the companies acquired during the year which will in due 
course be changing their accounting period to align with the Group’s.
The Group has a 50 per cent share in Alex Stewart TES Bretby BV, a company incorporated in the Netherlands, a holding company.
notes to the financial statements
for the year ended 31 December 2006 continued
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Inspicio plc Annual Report and Accounts 2006
35. Post balance sheet events
The Group completed two in-fill acquisitions on 30 April 2007, acquiring majority stakes in both its South African agents, Chemtaur Technologies (Pty) Ltd 
and Gazelle Testing Services (Pty) Ltd, for consideration of £1.0m and £0.3m (14.3m Rand and 4.6m Rand) respectively.
The Group disposed of the whole of its holding of 1,397,059 shares in Concanteno plc on the 2 April 2007 raising £2.0m net of costs (note 13).
36. Non-statutory information
The following information shows how the main non-statutory measures used in this Annual Report were derived.
Group earnings and EBITA after depreciation
        2006 2005 
        £m £m
Operating profit/(loss) before exceptionals and amortisation        7.4 (0.1)
Adjusted for:   
Share option related charges        0.7 0.1
Share of operating profit of joint venture        0.2 —
EBITA after depreciation        8.3 —
Adjusted for:   
Depreciation        5.4 1.0
Share option related charges        (0.7) (0.1)
Group earnings        13.1 0.9
Earnings per share at normalised tax rate
        Year ended  38 weeks ended  
        31 December  31 December  
        2006  2005 
        (Unaudited) (Unaudited) 
        £m £m
Profit/(loss) before taxation and exceptionals       2.5 (0.7)
Adjusted for amortisation        2.9 0.4
        5.4 (0.3)
Tax at 35% pre-amortisation        (1.9) 0.1
Minority Interest        (0.5) (0.1)
Profit after normalised taxation        3.0 (0.3)
Normalised tax rate EPS        4.4p (1.5p)
Pro forma financial information
Presented below is the pro forma statement of operating results which was published in the preliminary results of the Group in March 2007. It compares 
the performance of Inspectorate, the Group’s most material sub group, for the year ended 31 December 2006 with the same period to 31 December 2005. 
This pro forma statement of operating results is unaudited and is included for illustrative purposes only.
The pro forma statement of operating results has been prepared using Inspicio plc’s accounting policies:
        Year ended  38 weeks ended  
        31 December  31 December  
        2006  2005 
        (Unaudited) (Unaudited) 
        £m £m
Turnover        126.1 109.3
Cost of sales        (83.8) (76.7)
Gross profit        42.3 32.6
Administrative expenses before exceptional items, fair value adjustments and transitional items    (37.1) (33.2)
Operating profit/(loss) before exceptional items, fair value adjustments and transitional items   5.2 (0.6)
        4.10% (0.60%)
Administrative expenses – exceptional items        (0.2) (6.3)
Administrative expenses – fair value adjustments and transitional items      — (1.9)
Total administrative expenses        (37.3) (41.4)
Operating profit/(loss)        5.0 (8.8)
Note
Turnover at constant exchange rates budgeted in 2006 was £128.0m (2005: £109.7m), an increase of 16.9%.
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Inspicio plc Annual Report and Accounts 2006
The Annual General Meeting (“AGM”) of the Company will to be held at 16 Lincoln’s Inn Fields, London WC2A 3ED on Tuesday, 26 June 2007 at 
9.00am. The notice convening the AGM is set out on pages 49 and 50. 
In addition to the routine business of the AGM, there are a number of items of special business to be transacted, as summarised and explained below:
1. Increase of share capital (resolution 8)
It is necessary to increase the authorised share capital of the Company from £10,050,000 to ensure that there is sufficient authorised share capital to 
be issued in the event of a further fund raising. It is proposed to increase the authorised share capital of the Company to £20,050,000 by the creation 
of an additional 100,000,000 Ordinary Shares of £0.10p each.
2. Authority to allot shares and disapply pre-emption rights (resolution 9 and 10)
The existing general authority of the Directors to allot shares and the current disapplication of the statutory pre-emption rights both expire at the 
conclusion of the 2007 AGM.
Article 8.2.1 of the Company’s Articles of Association contains a general authority for the Directors to allot shares in the Company for a period (not 
exceeding 15 months) (the “prescribed period”) and up to a maximum aggregate nominal amount (the “Section 80 amount”) approved by a special 
or ordinary resolution of the Company. In addition Article 8.2.2 empowers the Directors, during the prescribed period, to allot shares for cash in connection 
with a rights issue and also to allot shares for cash in any other circumstances up to a maximum aggregate nominal amount approved by a special 
resolution of the Company (the “Section 89 amount”).
Ordinary resolution 9 provides for the Section 80 amount to be £2,942,195 representing one third of the Company’s issued share capital at 30 April 2007 
(the latest practicable date before the printing of this document). 
Special resolution 10 provides for the Section 89 amount to be £441,329 representing five per cent of the Company’s issued share capital at the date 
referred to above. This limit conforms with the pre-emption guidelines issued by bodies representing institutional investors.
The prescribed period for which these powers and authorities are given will expire at the conclusion of the AGM to be held next year (or, if earlier, 
fifteen months from the date fixed for this year’s AGM, i.e. on 26 September 2008) when the Directors propose to seek a renewal of these authorities 
unless renewed earlier.
3. Purchase of own shares (resolution 11)
The Directors consider that it would be beneficial to the Company if, in certain circumstances, the Company had the power to purchase its own Ordinary 
Shares of 10p each (“Ordinary Shares”). The current authority given at the 2006 AGM for the Company to purchase its own Ordinary Shares of 10p each 
(“Ordinary Shares”) expires at the conclusion of the 2007 AGM.
At the present time, the Directors have no intention of exercising the power to purchase any of the issued Ordinary Shares of the Company. However, 
they consider it is appropriate to continue to have the flexibility to do so. Accordingly, they recommend that the existing power in certain circumstances 
to buy in Ordinary Shares up to a maximum prescribed limit be renewed for a further limited period.
The Directors will only implement such purchases if they are satisfied that these are in the best interests of the Company.
Resolution 11, which will be proposed as a Special Resolution, authorises the Directors to purchase up to a maximum of 8,826,586 Ordinary Shares, 
being 10 per cent of the issued share capital of the Company as at 30 April 2007 (the latest practicable date prior to printing of this document), and 
provides that the maximum price per Ordinary Share payable on any exercise of the authority shall not be more than five per cent above the average 
of the middle-market quotations for the Ordinary Shares as derived from the Daily Official List of the London Stock Exchange for the five business days 
prior to making any purchase. The minimum price payable shall be 10p per Ordinary Share, being the nominal value of an Ordinary Share. For this 
purpose both the maximum and minimum prices permitted to be paid are exclusive of expenses.
The authority will expire on 26 September 2008 or at the conclusion of the next AGM, whichever is the sooner. It is envisaged that the Directors will 
continue to seek renewal of the authority annually.
ACTION TO BE TAKEN BY SHAREHOLDERS
Enclosed is a form of proxy for use at the AGM.
Shareholders are urged to complete the appropriate Proxy Form and return it to the Capita Registrars, Proxy Processing Centre, Telford Road, 
Bicester OX26 4LD so as to arrive not later than 9.00am on 22 June 2007.
The return of the appropriate Proxy Form will not prevent a shareholder from attending the Meeting and voting in person if he is entitled to do so and 
so wishes.
RECOMMENDATION
The Directors consider that the proposals set out above are in the best interests of the Company and its shareholders as a whole. They recommend that 
shareholders vote in favour of the resolutions set out in the Notice of Meeting as they intend to do in respect of their own beneficial holdings.
guidance for shareholders
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Inspicio plc Annual Report and Accounts 2006
Notice is hereby given that the Annual General Meeting (“AGM”) of Inspicio plc will be held at 16 Lincoln’s Inn Fields, London WC2A 3ED at 9.00am 
on Tuesday, 26 June 2007 for the purposes of considering and, if thought fit, passing the following resolutions as ordinary resolutions:
1. To receive and adopt the Directors’ and Auditors’ Reports and the Accounts of the Company for the year ended 31 December 2006.
2. To approve the Directors’ Remuneration Report contained in the Reports and Accounts of the Company for the year ended 31 December 2006.
3.  To reappoint PricewaterhouseCoopers LLP as Auditors to hold office from the conclusion of this meeting until the conclusion of the next meeting 
at which accounts are laid before the Company and to authorise the Directors to fix their remuneration.
4.  To re-elect Keith Tozzi as a Director, who retires by rotation pursuant to Article 103.1 of the Company’s Articles of Association but, being eligible, 
offers himself for re-election.
5.  To re-elect Mark Silver as a Director, who retires by rotation pursuant to Article 103.1 of the Company’s Articles of Association but, being eligible, 
offers himself for re-election.
6.  To re-elect Richard McBride as a Director, who retires pursuant to Article 101 of the Company’s Articles of Association being a director who has 
been appointed since the last Annual General Meeting but, being eligible, offers himself for re-election.
7.  To re-elect Lesley James as a Director, who retires pursuant to Article 101 of the Company’s Articles of Association being a director who has been 
appointed since the last Annual General Meeting but, being eligible, offers herself for re-election.
As special business, for the purposes and considering, and, if thought fit, passing the following resolutions of which resolutions numbered 8 and 9 will 
be proposed as ordinary resolutions and resolutions numbered 10 and 11 will be proposed as special resolutions:
Ordinary Resolutions
8.  That the authorised share capital of the Company be and it is hereby increased from £10,050,000 to £20,050,000 by the creation of a further 
100,000,000 Ordinary Shares of 10p each.
9.  That subject to the passing of resolution 8 set out in the notice of this meeting, in substitution to any existing authority subsisting at the date of 
this resolution, the authority to allot relevant securities conferred on the Directors by Article 8.2.1 of the Company’s Articles of Association (“Articles”) 
be and is hereby granted for the period ending on 26 September 2008 or at the conclusion of the Annual General Meeting of the Company to be 
held after the date of the passing of this resolution (whichever is the earlier) in respect of a “Section 80 amount” (as defined in the Articles) of 
£2,942,195 save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be 
allotted after such expiry and the Directors may allot relevant securities in pursuance to such an offer or agreement as if the authority conferred 
by this resolution has not expired.
Special Resolutions
10.  That, subject to the passing of resolution 9 set out in the notice of this meeting, in substitution to any existing authority subsisting at the 
date of this resolution, the power to allot equity securities as if Section 89(1) did not apply to any such allotment conferred on the Directors 
by Article 8.2.2 of the Company’s Articles of Association (“Articles”) be and is hereby granted for the period ending on 26 September 2008 or at 
the conclusion of the Annual General Meeting of the Company to be held after the date of the passing of this resolution (whichever is the earlier) 
in respect of a “Section 89 amount” (as defined in the Articles) of £441,329 save that before such expiry the Company may make any offer or 
agreement which would or might require equity securities to be allotted after such expiry and, notwithstanding such expiry, the Directors may 
allot equity securities pursuant to any such offer or agreement previously made as if no power conferred by this resolution has not expired. 
11.  That pursuant to the authorities contained in its Articles of Association the Company is hereby granted general and unconditional authority to 
make market purchases (within the meaning of Section 163(3) of the Companies Act 1985) of up to a maximum of 8,826,586 Ordinary Shares 
of 10 pence each in its capital (“Ordinary Shares”) provided that:
 (a)  the maximum price per Ordinary Share is not more than 5 per cent above the average market value for an Ordinary Share as derived from the 
London Stock Exchange Daily Official List for the last five business days in respect of which such Daily Official List is published before the purchase 
is made, and the minimum price per Ordinary Share is not less than 10p, the maximum and minimum prices being exclusive of any expenses; and
 (b)  this authority, unless previously renewed, shall expire on 26 September 2008 or at the conclusion of the next Annual General Meeting of the Company 
to be held after the date of the passing of this resolution (whichever is the earlier) except in relation to the purchase of any Ordinary Shares the contract 
for which was concluded before the date of expiry of the authority and which would or might be completed wholly or partly after such date.
By order of the Board
Rowena Nixon
Company Secretary
22 May 2007
Registered office:
10 Buckingham Street
London WC2N 6DF
notice of annual general meeting
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Inspicio plc Annual Report and Accounts 2006
Notes:
(a)  In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, the Company gives notice that only those shareholders entered 
on the relevant register of members (the “Register”) for certificated or uncertificated shares of the Company (as the case may be) at 9.00am on 
22 June 2007 (the “Specified Time”) will be entitled to attend or vote at the AGM in respect of the number of shares registered in their name at 
the time. Changes to entries on the Register after the Specified Time will be disregarded in determining the rights of any person to attend or vote 
at the AGM. Should the AGM be adjourned to a time not more than 48 hours after the Specified Time, that time will also apply for the purpose 
of determining the entitlement of members to attend and vote (and for the purpose of determining the number of votes they may cast) at the 
adjourned AGM. Should the AGM be adjourned for a longer period, then to be so entitled, members must be entered on the Register at the time 
which is 48 hours before the time fixed for the adjourned AGM or, if the Company gives notice of the adjourned AGM, at the time specified in 
the notice.
(b)  Any member entitled to attend and vote at the AGM may appoint one or more proxies to attend and, on a poll, to vote on his/her behalf. A proxy 
need not be a member. Proxy Forms should be lodged with the Company’s Registrar or submitted not later than 48 hours before the time for which 
the AGM is convened. Completion of the appropriate Proxy Form does not prevent a member from attending and voting in person if he/she is 
entitled to do so and so wishes.
(c)  Copies of service contracts between any Director and the Company or any of its subsidiaries are available for inspection at the Registered Office of 
the Company on each business day during normal business hours and will be available on the day of the AGM, at the place of the AGM, from at 
least 15 minutes prior to the AGM until its conclusion. The Register of Directors’ Interests will also be available for inspection from the commencement 
of the AGM until its conclusion.
notice of annual general meeting
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Inspicio plc Annual Report and Accounts 2006
Form of Proxy for use at the Annual General Meeting – To be held on 26 June 2007.
I/We ..................................................................................................................................of ..........................................................................................
Hereby appoint .................................................................................................................failing whom the Chairman of the Meeting as my/our proxy 
to vote for me/us on my/our behalf on any resolution proposed at the Annual General Meeting of the Company to be held at 16 Lincoln’s Inn Fields, 
London WC2A 3ED on 26 June 2007 and in particular to vote on the resolutions proposed below:
  Ordinary Resolutions For Against Vote withheld
 1  To receive and adopt the Directors’ and Auditors’ Reports and the Accounts of the  
Company for the year ended 31 December 2006.
 2  To approve the Directors’ Remuneration Report contained in the Reports and Accounts  
of the Company for the year ended 31 December 2006.
 3  To reappoint PricewaterhouseCoopers LLP as auditors to hold office from the  
conclusion of this meeting until the conclusion of the next meeting at which accounts  
are laid before the Company and to authorise the Directors to fix their remuneration.
 4 To re-elect Keith Tozzi as a Director.
  5  To re-elect Mark Silver as a Director. 
  6  To re-elect Richard McBride as a Director.
 7  To re-elect Lesley James as a Director.
  8   To approve the increase of authorised share capital of the Company from £10,050,000  
to £20,050,000 by the creation of a further 100,000,000 Ordinary Shares of 10p each.
  9  To authorise the Directors to allot relevant securities. 
  Special Resolutions For Against Vote withheld
 10  To dis-apply pre-emption rights in relation to the allotment of equity securities.
 11  To authorise the Company to make market purchases.
Signed ............................................................................................................................................................................................................................
Dated .....................................................................................................................................................................................................................2007
Notes
1.  A proxy need not be a member of the Company. Completion and return of this form of proxy does not preclude a member from subsequently 
attending and voting at the meeting. If you wish to appoint a proxy other than the Chairman of the Meeting, please cross out the words “the 
Chairman of the Meeting or” and write the full name and address of your proxy in the space provided. The change should be initialled.
2.  If you do not indicate how you wish your proxy to vote on the specified resolutions or on any other matters (including any amendments 
to the resolutions), the proxy will exercise his/her discretion as to how he/she votes and as to whether or not he/she abstains from voting.
3.  This form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. In the case of a corporation this form 
of proxy must be executed under its common seal or under the hand of an officer or attorney duly authorised in writing.
4.  To be effective, the instrument appointing a proxy and any authority under which it is executed must be deposited at the Company’s Registrars, 
Proxy Processing Centre, Telford Road, Bicester, OX26 4LD not later than 48 hours before the time for which the AGM is convened. Completion 
and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting.
5.  In the case of joint holders, the signature of any one of them will suffice 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 holders. For this purpose, seniority is 
determined by the order in which the names stand in the register of members in respect of the joint holding.
6. Any alteration to this form must be initialled.
form of proxy
Inspicio Plc

_2_ins_back_ar06.indd   42 24/05/2007   15:10:27 business reply style
Business Reply Service
Licence Number
RRHB-RSXJ-GKCY
Capita Registrars (Proxies) 
Proxy Processing Centre
Telford Road
Bicester OX26 4LD
ﬁrst fold
second fold
third fold and tuck in
_2_ins_back_ar06.indd   43 24/05/2007   15:10:28 Inspicio plc was admitted to AIM in 
April 2005 as a newly incorporated 
company, established to acquire and 
manage market-leading organisations 
in the testing, inspection and performance 
conformity markets, both in the UK 
and internationally. 
Inspicio plc has more than 5,700 
employees and operates in over 
125 countries. Its operating businesses 
include Inspectorate – a global leader 
in commodity testing and inspection 
services, the Environmental Services 
Group – a leading provider of 
environmental testing services, and 
Eclipse Scientific Group – the UK’s 
leading food testing business.
 01 highlights
 02 chairman’s statement
 04 chief executive’s review
 08 financial review
 10 directors
 11 directors’ report
 13 corporate governance statement
 15 remuneration report
 17 independent auditors’ report
 18  consolidated profit and  
loss account
 18  consolidated statement of total 
recognised gains and losses
 19 group balance sheet
 20 company balance sheet
 21 consolidated cash flow statement
 22  reconciliation of net cash flow 
to movement in net debt
 23 notes to the financial statements
 48  guidance for shareholders
 49 notice of annual general meeting
 51 form of proxy
 IBC  corporate and  
shareholders’ information
Company Secretary  
and registered office
Rowena Nixon, FCIS 
10 Buckingham Street 
London WC2N 6DF
Registered Company number
05414237
Nominated adviser
Altium Capital Limited
30 St James’ Square 
London SW1Y 4AL
Joint stockbrokers
Citigroup Global Markets Limited
Canada Square 
Canary Wharf 
London E14 5LB
Bridgewell Limited
Old Change House 
128 Queen Victoria Street 
London EC4V 4BJ
Auditors
PricewaterhouseCoopers LLP
Abacus House 
Castle Park 
Cambridge CB3 0AN
Solicitors
Mayer Brown Rowe & Maw
11 Pilgrim Street 
London EC4V 6RW
Jones Day
21 Tudor Street 
London EC4Y 0DJ
Principal bankers
HSBC Bank plc
26 Broad Street 
Reading 
Berkshire RG1 2BU
Barclays Bank plc
1 Churchill Place 
Canary Wharf 
London E14 5HP
Registrars 
Capita Registrars
7th Floor, Phoenix House 
18 King William Street 
London EC4N 7HE
corporate and shareholders’ information
Inspectorate
Inspectorate is a world leader in the 
inspection and laboratory analysis of 
traded commodities with over 120 offices 
and 4,600 employees. Its testing and 
inspection businesses cover products in 
the oil and petroleum, metals and minerals, 
and food and agrochemical sectors. Since 
its acquisition by Inspicio, the Inspectorate 
businesses have performed well.
Inspectorate’s international infrastructure 
provides other Inspicio companies with 
outstanding opportunities to expand on 
a global basis.
Environmental Services Group
Environment Services Group is a leading 
provider of environmental testing services 
for both naturally occurring and built 
environments. It combines some of the 
UK’s best-known environmental brands to 
deliver integrated ‘cradle to grave’ services 
to customers throughout the United Kingdom 
and the Republic of Ireland, and has recently 
expanded into Europe and the Middle 
East. ESG has added 17 offices and 800 
employees to the Inspicio Group.
Eclipse Scientific Group
Eclipse Scientific Group is one of the 
UK’s leading analytical testing businesses 
with ten laboratories across the United 
Kingdom and the Republic of Ireland. 
Eclipse provides a range of microbiological 
and chemical testing services that focus 
on the food and drink, pharmaceutical 
and environmental sectors. Specialist 
testing for vitamins, pesticide residues, 
additives, minerals, milk, allergens and 
veterinary residues is also undertaken. Food 
analysis is complemented by consultancy 
services in areas such as HACCP , ISO 9000, 
food technology, legal and labelling advice. 
Eclipse added ten laboratories and over 
300 employees to the Group.
_cover.indd   2 24/05/2007   15:09:41 Inspicio plc
10 Buckingham Street 
London WC2N 6DF
Tel: +44 (0)20 7004 2780 
Fax: +44 (0)20 7004 2781 
www.inspicio.com
Inspicio plc Annual Report and Accounts 2006
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