SDI Group plc
Annu Al report And Accounts 2009
SDI Group plc
20 somers road 
rugby 
Warwickshire cV22 7dH
t el: +44(0) 1788 574666 
Fax: +44(0) 1788 574696 
www.sdigroup.com
SDI Group plc Annu Al report AnD AccountS 2009 corporate Statement SDI Group plc IS A le ADIn G 
Spec IAl ISt In the prov ISIon of 
Inte Gr Ate D m Ater IAl S h An Dl In G 
SolutIonS For internA tionAl 
ret Ail, WHolesAle, FulFilment And 
e-commerce distribution operA tions.
the Group’s collective experience and expertise 
encompasses the entire spectrum of distribution centre 
operation and infrastructure, from consultation, design 
and build to installation, maintenance and support. 
the Group designs solutions which improve productivity 
and retail sales margin while supporting sales growth. 
sdi Group has operations in the uK, France, Germany, 
italy, spain and the netherlands, ensuring that customers 
can benefit from the strength and expertise of the Group 
whilst benefiting from local market knowledge and support. 
sdi is committed to continuing to invest further within these 
local markets to grow its business.
 trAdinG operA tions Sdi Group plc Annu Al report And Accounts 2009  01
HiGHliGHtS
Financial highlights
  Loss before tax and exceptional items £0.5m 
(2007: profit £2.2m)*
  Period end cash and cash equivalents £5.8m 
(2007: £10.1m)*
operational highlights
  Successful acquisition and integration of PEP 
Group in Germany
  Sale of loss making US subsidiaries for a total 
consideration of $6m enabling the Board to 
focus on the strengthening of the remaining Group
  Implementation of extensive ongoing cost 
cutting measures 
  Significant contract wins with Decathlon, 
TNT Fashion Group, Jack Wills and TK Maxx
  Encouraging confirmed order book and 
sales pipeline for the current year
REvENuE*
£53.1m
(2007: £14.9m)
LoSS bEFoRE T ax* bEFoRE ExcEpTioNaL iTEMS
£0.5m
(2007: profit £2.2m)
caSh aND caSh EquivaLENTS*
£5.8m
(2007: £10.1m)
 iFc corporate Statement 
 01 HiGHliGHtS
 02 at a Glance
 04 cHairman’S Statement
 06 cHieF executive’S review
 08  Board oF directorS and adviSorS
 10 directorS’ report 
 12 corporate Governance 
 14  report oF tHe 
remuneration committee
 16 independent auditorS’ report
 17 conSolidated income Statement
 18  conSolidated Statement oF 
recoGniSed income and expenSe
 19 conSolidated Balance SHeet
 20  conSolidated caSH Flow Statement
 21  noteS to tHe conSolidated 
Financial inFormation
 52  company Balance SHeet
 53  noteS to tHe company 
Financial inFormation
 58 independent auditorS’ report
 60 notice oF annual General meetinG
 62 noteS to tHe Form oF proxy 63 Form oF proxy *  The uS subsidiaries were disposed of on 
22 December 2008. consequently, the results for 
the 16 months ended 31 March 2009 disclose the 
results of the disposed of subsidiaries for the period 
in the consolidated income statement as ‘Loss on 
discontinued activities’. c omparative figures for 
the year ended 30 November 2007 have been 
restated to disclose the results of the disposed 
of subsidiaries as ‘profit on discontinued activities’. 
The comparative results for the year ended 
30 November 2007 therefore represent the five 
months of trading of the remaining companies from 
the date of the Group reorganisation on 2 July 2007. Sdi Group plc Annu Al report And Accounts 2009 02
at a Glance
although the last 16 months have been challenging, retailers continue to 
recognise the long-term cost savings that our solutions offer. The acquisition 
of pEp and the reduction of costs to increase efficiency means we have a solid 
platform from which to grow the business further. Whilst trading conditions remain 
uncertain, a strong new business pipeline and an increasing number of contract 
wins allow us to look to the future with optimism.
Sdi Group experience
SDi Group is underpinned by over 30 years’ experience 
operating within the retail sector and is aware of the 
challenges facing customers, such as increased 
competition, margin reduction, consolidation and 
new channels to market. its solutions are designed to be 
future proof and to help retailers create competitive edge 
through innovation and increased efficiency. The Group 
is now successfully applying this wealth of knowledge 
to new sectors and working closely with leading players 
in the wholesale, fulfilment and e-commerce arenas.
SDi Group works closely in partnership with each client 
providing a bespoke solution that brings financial value 
and operational efficiencies. over the years the company’s 
impressive growth and unrivalled levels of repeat business 
– over 50% – is testament to the success of this approach.
inteGrated SolutionS
as SDi Group offers both consultancy and systems 
integration, clients can benefit from a total logistics 
solution package which includes materials handling 
consulting, as well as design, engineering, fabrication, 
installation and integration services.
The Group manufactures some specialised pieces 
of hardware and provides training on operating 
the systems and also has its own teams which 
programme and maintain the software to run the 
systems. This is important in that it helps lock-in 
the customer in terms of future developments 
and maintenance revenues. 
The solutions are sometimes installed in completely 
new buildings or alternatively projects can be automated 
improvements to existing operations designed to 
reduce distribution costs and support the customers’ 
expectations of future growth. These solutions are 
essential for high street retailers to be able to maintain 
margins through reduction of distribution costs at a time 
when retail globally has been experiencing immense 
competition on both value and choice.
SDi consistently delivers its projects on time and on 
budget and takes responsibility for the success of every 
aspect of work that is undertaken. This means that 
clients can be rest assured that their return on 
investment is safe.
tHe cHallenGe
Magna Automotive, a uK based 
automotive supplier, needed 
additional space at the company’s 
manufacturing site in Burton‑on‑ t rent 
to accommodate extra equipment 
for the production of injection 
moulded internal door panels. 
In addition, Magna Automotive 
was looking to enhance workforce 
productivity and increase operational 
visibility and control.
tHe Solution
sdI Group uK developed an 
automated storage and retrieval 
system to optimise the facility and free 
up valuable space for new equipment. 
The design incorporates a two-floor 
mezzanine structure measuring 
18,000 sq ft, which has created 
11,500 sq ft of additional 
ground-floor space, increasing 
capacity to meet production 
needs and handle future growth.
the automation of previously 
manual handling processes 
within the manufacturing plant 
has enabled Magna Automotive 
to make best use of its workforce 
and redeploy resources to 
core areas, resulting in a 
headcount redeployment.
case study: Magna Automotive
iMpRov ED uTiLiSaTio N 
iNcREaSED 
pRoDucTiviTY 
ENhaNcED coNTRoL
conSultinG and deSiGn
SDi’s consulting and design teams have considerable 
experience in a range of different disciplines including 
retail operations, architecture, industrial, mechanical and 
electrical engineering, software engineering and marketing. 
Its unique consultancy approach consistently delivers 
innovative solutions that bring about real business benefits 
such as optimised workforce, increased operational 
efficiency, performance, visibility and control.
GloBal opportunitieS
SDi has long-standing relationships with many global 
retailers. by developing its own international presence, it has 
been able to leverage these relationships as its customers 
expand off-shore. As retail continues to move into the 
Eastern bloc and asia, SDi has the opportunity to further 
develop its global coverage and move into new markets. 
This model is well proven in France, Spain and italy where 
customers have been able to use SDi’s experience to gain 
a competitive advantage in their local markets.
SoF tware inteGration
The Group’s software development resource is strongly 
represented by dedicated development centres in the 
uK and in Germany. SDi is continually upgrading and 
enhancing its systems technology to improve both its 
product portfolio and service offering to customers. 
Robust software packages have been designed to 
run sortation, warehouse control, diagnostics and 
maintenance systems to the most exacting standards 
– irrespective of whether they are stand-alone or if they 
have been interfaced with customers’ own host systems. 
SDi ensures that its software allows customers to get the 
most from their warehouse or distribution centre and 
operates a ‘best in class’ approach ensuring that the 
most appropriate software is supplied. Sortation, storage 
and distribution are all managed in order to balance 
the efficient use of resources against the optimisation 
of available storage. c omplete stock and user traceability 
is provided through the systematic auditing of all events, 
either user initiated or automatically performed.
SDi’s systems development teams will integrate 
and tailor the packages to individual operational 
and business requirements. Sdi Group plc Annu Al report And Accounts 2009  03
tHe cHallenGe
the leading european sports 
equipment retailer required a series 
of automated warehouse systems 
upgrades at various distribution 
centres throughout europe. 
the customer required a solution 
that would increase the capacity 
and efficiency at the sites.
tHe Solution
sdI France designed and installed 
a bespoke automated warehouse 
solution for folded garments that 
could handle both inbound and 
outbound products to ensure the 
customers’ stores received orders 
in the timeliest manner possible.
By automating the picking and 
shipping processes of products 
within the distribution centre, the 
company has been able to handle 
a significant growth in throughput 
without the need to expand the 
warehouse footprint or workforce 
at the site. 
tHe cHallenGe
l ogaritme, a company supplying 
equipment to public hospitals 
and medical centres in the catalan 
region of spain, was consolidating 
its warehousing operation from 
five sites to a new purpose-built, 
15,000 sq m facility in s ant s adurni 
d’anoia, Barcelona. logaritme 
required an automated handling 
solution for a unit picking operation 
within the new warehouse.
tHe Solution
sd I spain has developed an 
automated warehouse handling 
system that provides an efficient 
storage and picking solution to service 
medical facilities across catalonia. 
the system has enabled 
l ogaritme to effectively 
consolidate its warehouse 
operation, significantly reducing 
operating costs and headcount. 
By adopting the solution, the 
organisation has also enhanced 
picking speed and accuracy, 
so it can better respond to its 
customers, whilst capacity 
has been  increased to handle 
future growth in the business.
case study: leading 
european sports retailer
auToMa TED SoL uTioN
ENhaNcED opERa TioN
paRTNERShip
case study: logaritme
auToMa TED SoL uTioN 
coNSuLT aNcY 
ENha Nc ED op ERaTio N 
our customers include:
aRMaND ThiERRY 
aSDa GEoRGE 
bERTRaMS 
coMMERciaL Ecc Sa
coop
DEca ThaL oN
DhL 
GuESS JEaNS 
huGo b oSS
JacK WiLLS
JD WiLLiaMS 
M&S MoDE 
MoSS bRoS 
MoviMoD a
ND LoGiSTic S 
oRSa Y 
PBL 
pRiMaRK 
TK Maxx
TNT FaShioN GRoup
WhSMiTh Sdi Group plc Annu Al report And Accounts 2009 04
cHairman’S Statement
I am pleased to present 
SDi Group plc’s results for the 
16 months ended 31 March 2009.
Whilst current trading conditions 
for retailers throughout Europe 
remain challenging, our recently 
announced contract wins confirm 
that the services and solutions we 
provide deliver real cost savings 
by driving operating efficiencies 
and create a sustainable platform 
for our customers to compete in 
this market. 
We have taken a number 
of steps during the period to 
improve our offer, efficiency and 
balance sheet. The acquisition of 
p .E.p beteiligungsgesellschaft mbh 
(‘pEp’) in april 2008 was undertaken 
to provide the Group with improved 
access to key European markets 
and leading edge products and 
solutions. The integration of this 
business is complete and has 
allowed us to have a more 
consistent offer to our markets 
based around these industry 
leading technologies. 
The company is now much 
better placed than before the 
acquisition to compete across 
all of our markets.
We have also reviewed operations 
in all of the subsidiary companies 
to ensure we are able to offer the 
right products and services for 
each market. This has resulted 
in cost reductions in all of the 
subsidiary companies and a 
redeployment of resources. 
The Group now has a more 
sustainable cost base and 
operating model.
The Board’s decision to 
sell the US businesses has 
resulted in the removal of its losses 
from the Group’s results as well 
as in an important cash injection 
to the remaining Group. As a 
result, the board has been able 
to focus on the remaining parts 
of the Group which has resulted 
in a more cohesive sales and 
management process.
FinancialS and Key 
perFormance indicatorS
The disposal of the US businesses 
was completed on 22 December 
2008. consequently, the results 
for the 16 months ended 
31 March 2009 disclose the results 
of the disposed subsidiaries for the 
period in the c onsolidated income 
statement as ‘Loss on discontinued 
activities’. comparative figures for 
the year ended 30 November 2007 
have been restated to disclose the 
results of the disposed subsidiaries 
as ‘profit on discontinued activities’. 
The comparative results for the year 
ended 30 November 2007 therefore 
represent the five months of trading 
of the remaining companies from 
the date of the Group reorganisation 
on 2 July 2007.
Revenue for the 16 month period 
ended 31 March 2009 was £53.1m 
(year ended 30 November 2007: 
£14.9m), the increase reflecting 
the shorter reporting period in 2007 
and the acquisition of PEP in 
april 2008. Gross profit margins 
decreased to 15.4% (year ended 
30 November 2007: 30.3%) as a 
result of difficult market conditions 
and a number of innovative projects 
  Successful acquisition 
of PEP 
  More sustainable cost base 
and operating model
  Encouraging order book 
and sales pipeline Sdi Group plc Annu Al report And Accounts 2009  05
undertaken at lower margin during 
the period for new customers which 
has enabled the Group to develop 
hardware and software solutions 
which will be of benefit going forward. 
administration expenses, excluding 
exceptional items, increased to £8.8m 
(year ended 30 November 2007: 
£2.5m), which again reflects the 
longer reporting period under review 
and the acquisition of PEP during 
the period.
The operating loss, before 
exceptional items, was £0.7m 
(year ended 30 November 2007: 
profit £2.1m) and loss before tax, 
after exceptional items, was £1.6m 
(year ended 30 November 2007: 
profit £1.1m). The exceptional 
items include amortisation of 
sales order backlog arising on 
consolidation of £0.5m and £0.6m 
of redundancy costs incurred in 
the uK as a result of the closure 
of a maintenance department 
arising on the administration of 
our customer. These costs have 
been fully provided and are not 
expected to continue.
The disposed US subsidiaries 
recorded a loss after tax on 
operations for the twelve months 
ended 30 November 2008 prior 
to the disposal of £4.5m, which 
is included in the consolidated 
income statement under ‘Loss on 
discontinued activities’. The Group 
also recorded a loss on the 
restatement of assets to fair value 
of £6.6m, which represents the 
difference between net asset value 
and the proceeds received from 
the sale. 
The cash position and 
balance sheet remain strong, 
with the Group’s cash and cash 
equivalents at 31 March 2009 of 
£5.8m (30 November 2007: £10.1m).
The retained loss for the period 
after tax, exceptional items and 
including the loss on discontinued 
activities was £12.3m (year ended 
30 November 2007: profit £2.9m).
dividend
On the basis of the results 
for the period, the directors are 
not proposing a final dividend.
StrateG y During the period the Group 
has continued to win contracts 
in existing markets with high profile 
customers such as Decathlon, 
TNT Fashion Group and h ugo boss, 
and it is our intention to continue 
to focus on our core market of 
non-food retail, whilst being able 
to explore new product categories 
where our products and solutions 
are applicable.
our maintenance support, which 
currently equates to approximately 
15% of our business, is another 
key potential growth area providing 
us with an additional, consistent 
and predictable long term 
revenue stream.
people
Dominick Donald De Sanctis 
retired as a Non-executive Director 
on 11 November 2008 due to 
personal reasons and, as a result 
of the sale of the uS businesses, 
Mary adams resigned from the 
Board on 28 November 2008. 
The Board is grateful to both 
Don and Mary for their contribution 
to the Group and wishes them 
both well for the future.
Gary pyle who has been Group 
chief Financial officer since the 
initial listing has decided to leave the 
Group to explore new opportunities. 
Without his efforts the listing may 
never have happened and his 
contribution to the Board and 
organisation will be missed. 
We wish him every success in his 
new ventures. We announced on 
11 May 2009 that Gary’s replacement 
will be Steve butler who will join 
as Group chief Financial officer 
on 1 august 2009. Most recently, 
Steve held the position of VP 
Finance and commercial with 
DhL Exel Supply chain and prior 
to this was a management 
consultant with Willis, ibM 
business consulting and 
pricewaterhousecoopers. 
Steve qualified as a chartered 
Management accountant with 
pricewaterhousecoopers in 2001.
i would like to take this opportunity, 
on behalf of the board, to thank 
all the employees of the Group, 
across the seven countries 
in which we now operate, for 
their dedication and continuing 
contribution to the success of the 
Group, despite the challenging 
environment during the period. 
We are confident that we can 
build on past successes and 
that we now have in place the 
right structure, people and strategy 
to continue to develop the business 
and achieve its full potential.
current tradinG 
and outlooK
The Group is far better positioned 
to compete in its current European 
markets and develop opportunities 
in new territories than a year ago as 
a result of the changes over the last 
16 months. The Group currently has 
an encouraging order book and 
sales pipeline for the year ending 
31 March 2010 which continues 
to demonstrate the quality of its 
offering. T oday, SDi is recognised 
as a leading international specialist 
in the design, build and support 
of bespoke integrated materials 
handling solutions for international 
retail, fulfilment and e-commerce 
distribution and this continues to 
create opportunities for us even 
in the current difficult retail trading 
environment and we believe we 
can continue our drive to grow 
market share in our markets. 
i am pleased with the Group’s 
progress during the past 16 months 
and your board looks forward to the 
forthcoming year with confidence.
marK mcmenemy
cHairman
2 July 2009
The Group currently has an encouraging order 
book and sales pipeline...which continues 
to demonstrate the quality of its offering. Sdi Group plc Annu Al report And Accounts 2009 06
cHieF executive’S review
The past 16 months have been 
challenging for SDi Group and its 
customer base. We began the year 
with optimism as a newly formed 
Group starting the process of creating 
a coherent single brand across the 
world, utilising our existing capital and 
extensive consultancy capability to 
grow and develop the business. 
The more cohesive structure and 
new operational procedures which 
resulted from the reorganisation 
of the Group delivered a platform 
on which we have been able to 
increase collaboration and share 
best practice in order to broaden 
our offering to existing and 
new customers.
however, the challenging 
economic climate during the 
period, particularly for our retail 
based customers, resulted in a 
quickly deteriorating outlook for 
2008. Whilst we maintained our 
revenues at forecast levels during 
the period, margins were impacted 
as a result of pressures within the 
market and the Group undertaking 
several innovative projects to develop 
new solutions and customers at 
much reduced margins. Although 
we believe these projects will pay 
back in the future they further 
compounded the overall result 
for the period. 
Our market in the US deteriorated 
faster than Europe and the rapid 
change in trading environment in 
the uS meant swift actions were 
required. consequently, the 
decision was made to sell 
the US businesses and on 
22 December 2008 the Group’s 
uS subsidiaries were sold to 
a consortium led by the US 
management for total 
consideration of $6m.
We have also undertaken 
a significant cost reduction 
programme during the last 
financial period resulting in 
reduced operating costs in 
all subsidiary companies. 
We believe we have created a 
cost base for the Group which 
will allow us to compete in our 
market effectively, but still provide 
a base from which to grow as 
market conditions improve.
The acquisition of PEP in 
April 2008 continues to provide 
the Group with improved access 
to key European markets and 
leading edge products and 
solutions. The acquisition, 
as part of our stated strategy, 
allows us to continue our vision 
to grow market share organically 
by reaching out internationally 
to new countries and hence 
new customers while further 
enhancing existing solutions to 
drive distribution costs down. 
The engineering excellence 
within pEp and Germany has also 
allowed us to focus more research 
and development, engineering and 
production within this centre which 
has resulted in more standardisation 
within our solutions and will lead to 
cost reductions in time. This has 
resulted in the development during 
the period of a number of new 
products, which have given us 
a competitive advantage in a 
number of delivered solutions.
  Group has continued to 
win projects in Europe 
  continue to see a strong 
pipeline of new business
  Strengthened research 
and development and 
engineering capability Sdi Group plc Annu Al report And Accounts 2009  07
The Group’s operations in 
Germany (MSM automations) 
provide the bespoke software 
solution and maintenance 
which ensure that relationships 
with customers continue after 
installation. as well as providing 
the Group with ongoing revenue 
streams, it enables the Group to 
be well positioned for involvement 
with the future projects of these 
customers. MSM, which provides 
the software and electrical controls 
for SDi Group’s installations across 
all of Europe, has recently received 
accreditation from Microsoft as a 
“certified Gold p artner” for its 
proprietary controls software. 
Whilst some countries in which 
we operate are still experiencing 
challenging market conditions, 
others are benefiting from long 
established customer relationships 
which are leading to increasing 
levels of contract wins. This 
“hedging” of country operations 
and markets was one of the 
founding reasons to bring the SDi 
Group of companies together in 
2007 and we continue to see the 
benefits of a Group based structure 
in Europe creating the opportunity 
to work with and support a wider 
range of customers. however, 
the current economic climate 
will continue to drive customers’ 
demand across all our markets 
to reduce distribution costs and 
the business has considerable 
skill and references in this area.
We continue to see an expansion 
across the developing retail markets 
of the world. We have successfully 
completed our first projects in 
Russia and Poland. This expanding 
international market is driven by three 
principal factors: firstly, retailers are 
increasing the variety of products 
sold as well as providing a larger 
variety of sizes, specifications 
and price ranges in an attempt to 
enhance their offering in response 
to consumer demand; secondly, 
retailers are continuing to source their 
products from lower cost jurisdictions 
around the world, leading to a 
corresponding increase in logistics 
requirements; and, thirdly, the 
developing retail markets themselves 
have been experiencing a dramatic 
increase in distribution requirements 
as their local market develops with 
large stores and consolidation of 
smaller retailers.
The Group has continued to win 
projects in Europe during the period, 
with high profile customers such 
as asda George, Decathlon, TNT 
Fashion Group, M&S Mode, c oop 
and h ugo boss, and more recently 
Jack Wills, TK Maxx, Noppies, 
Wolverine and Movimoda (Guess). 
The wins have confirmed that in spite 
of difficult trading conditions globally, 
retailers are still able to recognise 
the long term cost savings that our 
systems can offer. As a result of our 
current orders in hand and pipeline of 
potential projects for the current year, 
we have a more encouraging view 
on the current financial period.
Our solutions demonstrate such 
clear cost savings with short payback 
periods that despite the challenging 
economic climate, we continue 
to see a strong pipeline of new 
business. The Group is seen as 
a market leader in apparel materials 
handling solutions, with significant 
market share and customer 
references. We have achievable 
growth strategies based upon our 
leading edge solutions and we 
look forward to the continued 
development of the business in 
the future. The business also has a 
senior team of European managers 
who are committed to growing and 
developing the business and while 
difficult trading conditions have 
prevailed over the last 16 months 
i am confident that the business 
is now structured to build upon 
opportunities for the future.
Gordon SmitH
cHieF executive oFFicer
2 July 2009
We have been able to increase collaboration 
and share best practice in order to broaden 
our offering to existing and new customers. Sdi Group plc Annu Al report And Accounts 2009 08
Board oF directorS and adviSorS
reGiStered oFFice
20 Somers Road 
Rugby 
Warwickshire cv22 7Dh
reGiStered company numBer
6081771
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castle p ark 
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nominated adviSor and BroKer
cenK oS SecuritieS plc
6.7.8 T okenhouse Yard 
London Ec2R 7aS Sdi Group plc Annu Al report And Accounts 2009  09
SolicitorS
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Kett house 
Station Road 
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reGiStrarS
computerSHare inveStor
ServiceS plc
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Financial and media 
puBlic relationS
redleaF communicationS l td
9–13 St andrew Street 
London Ec4a 3aF
marK mcmenemy
non-executive cHairman, aGed 51
Mark has been a member of the chartered institute of Management 
accountants since 1984 and has significant experience in the retail industry. 
h e has held senior directorships at major high street and international retailers 
and was Group Finance Director at clarks Shoes, Mothercare and Monsoon. 
at Monsoon, Mark was responsible for finance, property, legal, logistics 
and iT . he left Monsoon in March 2007 to pursue an alternative career 
through pensive Solutions Ltd, a management consultancy he formed 
in 2003.
Gary p yle
Group cHieF Financial oFFicer, aGed 43
Gary joined SDi in 2006. prior to joining SDi, Gary was chief Financial 
officer of p ursuit Dynamics plc, an aiM-listed company specialising 
in the commercialisation of patented technology, for four years. Gary 
started his career with hardcastle burton, becoming a partner of this 
firm of accountants in 1995. Gary is a c hartered accountant and a 
Fellow of The institute of chartered accountants in England and Wales.
Gordon SmitH
cHieF executive oFFicer, aGed 47
having spent a number of years as an international engineering 
consultant on projects in the Middle East, china and africa, Gordon 
spent six years as a senior manager in Exel in key account management 
and third party logistics. he left Exel to found Greenstone automation 
Limited (now called SDi Group uK Limited) in 1997. Gordon holds 
a bachelor of Engineering, a Master of business administration 
and is a chartered Mechanical Engineer.
ricHard arKle
non-executive director, aGed 60
Richard arkle is currently a non-executive director of volex Group plc, 
a global manufacturer of cable assembly solutions to the electronic 
industries, and a non-executive director of cash Management Systems 
Limited, a provider of cash management services to retailers and financial 
institutions. he was a partner at KpMG LLp (and predecessor practices) 
from 1 o ctober 1982 until he retired on 30 September 2004, where 
as a senior partner he played a leading role in the development of the 
Transaction Services practice into a uK market leading position. he is 
a Fellow of the institute of chartered accountants in England and Wales. Sdi Group plc Annu Al report And Accounts 2009 10
directorS’ report
The directors present their Annual Report and audited financial statements for the 16 month period ended 31 March 2009. The comparative 
information is for the year ended 30 November 2007.
principal activitieS
The principal activity of SDI Group plc (‘the Company’) and its subsidiaries (together ‘the Group’) is the provision of integrated materials handling 
solutions for international retail, fulfilment and e‑commerce distribution operations.
BuSineSS review
A review of the business during the financial period and to date with comments on future developments is contained in the Chairman’s statement 
and Chief Executive’s review on pages 4 to 7.
Key performance indicatorS
The Group uses revenue, profit before tax and cash balances as the key performance indicators. These are discussed further in the Chairman’s 
statement on pages 4 and 5.
reSultS and dividendS
The results of the Group appear in detail on pages 17 to 20. The directors are not proposing a final dividend (2007: £982,000). 
reSearch and development
During the financial period the Group pursued an active product development programme to strengthen its product portfolio. 
donationS
There were no charitable or political donations during the financial period (2007: £nil).
directorS
The directors who held office during the financial period were as follows:
Mark McMenemy   (Chairman and Non‑executive Director) 
Gordon Smith  (Chief Executive Officer) 
Gary Pyle    (Chief Financial Officer) 
Mary Adams  (President US Operations, resigned 28 November 2008) 
Dominick Donald De Sanctis (Non‑executive Director, resigned 11 November 2008) 
Richard Arkle  (Non‑executive Director)
The interests of the directors in the shares of the Group are set out in the Report of the Remuneration Committee on pages 14 and 15.
principal riSKS and uncertaintieS
The management of the business and the execution of the Group’s strategy are subject to a number of risks. These risks are formally reviewed by 
the Board and appropriate processes and controls implemented to monitor and mitigate them. The key business risks affecting the Group are set 
out below.
economic downturn
As the Group’s business is closely correlated to the retail industry, the Group’s revenue is linked to consumer spending patterns. An erosion 
of consumer confidence or a significant decline in consumer spending, particularly in key markets such as the UK and Europe where the Group 
has substantial business operations, would directly impact on demand for the Group’s materials handling solutions and its overall business 
and operating results.
foreiGn exchanGe currency riSK
Exchange rates of the relevant local currencies in the countries that the Group operates against Sterling are an important factor as the Group will 
report its Group results in Sterling. The Group’s financial results could, therefore, be adversely affected by significant appreciation of Sterling against 
the relevant currencies. This would distort the operating results of the subsidiaries of the Group based outside the UK.
dependence on Key executiveS and perSonnel
The Group’s future success depends on the ability of management and key staff to operate effectively, both individually and as a group. The loss 
of any member of the Group’s senior management could disrupt the business if no immediate suitable replacement is available to the Group and 
management time is spent on finding replacement candidates. The loss of key individuals could, therefore, have a material adverse effect on the 
stability of the Group’s business and the future of the Group going forward. While the Group has entered into service agreements with each of its 
executive directors, the retention of their services cannot be guaranteed. Sdi Group plc Annu Al report And Accounts 2009  11
principal riSKS and uncertaintieS CONTINUED
competition
The Company operates in a competitive market and it can be expected that the competition will continue and possibly increase in the future both 
from established competitors and new entrants to the market. The Group’s competitors may include companies with greater financial and other 
resources than the Company and could compete with the Group for clients and industry personnel. In order to be successful in the future the 
Group will need to continue to respond promptly and effectively to the challenges of changing customer requirements. An inability to devote 
sufficient resources to the development of its products and services in order to achieve this, the development of more aggressive competition 
in the market in which the Group operates and/or the introduction of new entrants into those markets, could lead to a material and adverse effect 
on the Group’s business, financial condition and operating results. 
creditor payment policy
The Group seeks to maintain good relations with all its trading partners. In particular, it is the Group’s policy to abide by the terms of payment 
agreed with each of its suppliers. The Group’s average creditor payment period at 31 March 2009 was 77 (30 November 2007: 63) days and 
for the Company was 84 (30 November 2007: 71) days.
financial riSK manaGement
This is discussed in note 2(r) to the financial statements.
SuBStantial ShareholdinGS
As at 22 June 2009 shareholdings of 3% or more of the issued share capital notified to the Group were:
       Percentage 
      Ordinary  holding 
      shares %
Gordon Smith     16,308,326 14.92
F&C Asset Management plc     7,400,000 6.77
Hargreave Hale Ltd     6,977,272 6.39
Octopus Investments Ltd     6,740,741 6.17
Polar Capital Partners Ltd     5,700,000 5.22
Mary Adams     5,243,609 4.79
Darcy De Thierry     5,103,108 4.67
Donald De Sanctis     3,679,948 3.37
UBS Global Asset Management (UK) Ltd     3,566,139 3.26
diScloSure of information to auditorS
Each 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.
auditorS
PricewaterhouseCoopers LLP have indicated their willingness to be reappointed as auditors of the Company and a resolution proposing their 
reappointment will be put to the Annual General Meeting.
By order of the Board
Gary p yle 
company Secretary
2 July 2009 Sdi Group plc Annu Al report And Accounts 2009 12
corporate Governance
The Company’s shares were admitted to trading on the Alternative Investment Market (‘AIM’) of the London Stock Exchange on 2 July 2007. 
The Group is therefore subject to the AIM Admission Rules of the London Stock Exchange and is consequently not required to comply with 
the best practice Corporate Governance provisions contained within the Combined Code appended to the Listing Rules of the Financial Services 
Authority. However, the directors have considered the provisions of the 2006 Financial Reporting Council Combined Code and summarise below 
how the principles have been applied in the Group, and the extent of current compliance.
principleS of Good Governance and code of BeSt practice (‘the comBined code’)
The directors have based their approach to Corporate Governance on those principles of the Combined Code they believe to be appropriate to the 
Group. The following summary includes details of the Combined Code provisions the Group has complied with and those areas where compliance 
is not deemed appropriate.
the Board
SDI Group plc is led by an experienced Board. T wo out of the current four directors are non‑executives, both of whom are independent, strengthening 
the independent representation on the Board. The two independent non‑executives own shares in SDI Group plc, but in view of the size of their 
holdings the Board has concluded that this does not preclude them from being independent as defined under the Code. The Chairman is one 
of the non‑executive directors and there is a clear division of responsibility between the Chairman and the Chief Executive. Under the Company’s 
Articles of Association, at least one‑third of the Board is subject to retirement and re‑election each year. The Board retains full and effective control 
of the Group. This includes responsibility for determining the Group’s strategy and for approving short and medium term plans for achieving this 
strategy. All major and other strategic decisions are reserved to the Board which also has responsibility for Corporate Governance matters, 
approving major items of capital expenditure, senior executive remuneration, succession planning for top management and acquisitions and 
disinvestment. As appropriate, the Board has delegated certain responsibilities to Board committees, which operate within clearly defined terms 
of reference. Standing committees of the Board include the Audit Committee, the Nominations Committee and the Remuneration Committee. 
The Audit Committee consists entirely of non‑executive directors both of whom have recent financial experience. The Remuneration Committee 
and Nominations Committee comprise a majority of non‑executive directors. The Board met ten times for regularly scheduled meetings during the 
period to 31 March 2009. The Board has scheduled ten meetings for the twelve month period ended 31 March 2010. At each regularly scheduled 
meeting, there is a full financial and business review and discussion, including operating performance to date against the annual budget and 
financial plan previously approved by the Board for that year. Each Board member receives monthly operating results, including a comprehensive 
commentary and analysis. Prior to each Board meeting, directors are sent an agenda and a full set of Board papers for each agenda item to be 
discussed at the meeting. Additional information is provided as appropriate. While the Board retains overall responsibility for the control of the 
Group, daily management is conducted by the Chief Executive Officer and Chief Financial Officer. They meet regularly to review operational 
decisions, strategic plans and proposals to submit to the Board for approval.
directorS’ remuneration
The Remuneration Committee, which consists primarily of non‑executive directors, is responsible for making recommendations on the Group’s 
framework of executive remuneration, and for determining specific remuneration packages for each executive director. The Board as a whole 
determines the remuneration of non‑executive directors. A full report on remuneration policy and details of the remuneration of each director 
can be found in the Report of the Remuneration Committee on pages 14 and 15.
relationS with ShareholderS
The Annual Report contains information on the activities of the Group for the preceding year and is sent to every shareholder on the share 
register. The Interim Report is also sent to every shareholder. Management endeavours to keep shareholders informed with regular news releases. 
All regulatory news releases and reports are available on the Group’s website www.sdigroup.com. The Annual General Meeting (‘AGM’) is the principal 
forum for dialogue with shareholders. Sdi Group plc Annu Al report And Accounts 2009  13
internal control
The directors are responsible for the Group’s system of internal control and reviewing its effectiveness. There is an ongoing process for identifying, 
evaluating and managing the significant risk faced by the Group.
This process has been in place for the financial period under review and up to the date of approval of the Annual Report. It is regularly reviewed 
by the Board and accords with the T urnbull guidance (2005).
The system of internal control implemented by the Board has been in place for the period since admission and up to the date of approval of these 
reports and financial statements. It is recognised that such a system can provide only reasonable and not absolute assurance against material 
misstatement or loss and manage rather than eliminate the risks associated with the achievement of business objectives. Controls within the Group 
are designed to provide the Board with reasonable assurance regarding the maintenance of proper accounting records, the reliability of financial 
information and the safeguarding of assets.
The Group has an appropriate organisational structure with clear lines of responsibility. Because of the size of the current trading operations 
and the detailed accounting and operational information available, the directors do not believe the expense of an internal audit function is justified.
Statement of directorS’ reSponSiBilitieS
The directors are responsible for preparing the Annual Report, the Directors’ remuneration report and the Group and parent company financial 
statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial 
year. Under that law the directors have prepared the Group financial statements in accordance with International Financial Reporting Standards (‘IFRS’) 
as adopted by the European Union and the Company financial statements in accordance with applicable law and United Kingdom Accounting Standards 
(‘United Kingdom Generally Accepted Accounting Practice’). The Group and Company financial statements are required by law to 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 those financial statements, the directors are required to: 
 select suitable accounting policies and then apply them consistently;
 make judgements and estimates that are reasonable and prudent; 
  state that the Group financial statements comply with IFRS as adopted by the European Union and with regard to the parent company financial 
statements that applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the 
financial statements; and
  prepare the Group and parent company financial statements on the going concern basis unless it is inappropriate to presume that the Group 
will continue in business, in which case there should be supporting assumptions or qualifications as necessary.
The directors confirm that they have complied with the above requirements in preparing the financial statements.
The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the 
Company and the Group and to enable them to ensure that the Group and parent company 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.
The directors are responsible for the maintenance and integrity of the SDl Group plc website; the work carried out by the auditors does not involve 
consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial 
statements since they were initially presented on the website. Legislation in the United Kingdom governing the preparation and dissemination 
of financial statements may differ from legislation in other jurisdictions.
By order of the Board
Gary p yle
company Secretary
2 July 2009 Sdi Group plc Annu Al report And Accounts 2009 14
report of the remuneration committee
The Remuneration Committee is comprised of the following directors:
Mark McMenemy  (Chairman of the Remuneration Committee) 
Richard Arkle 
Gordon Smith
The Remuneration Committee makes recommendations to the Board on the remuneration policy that applies to executive directors and senior employees.
remuneration of non‑executive directorS (unaudited)
The non‑executive directors receive fees for their services, which are agreed by the whole Board. They are each appointed by letter of agreement, 
with the appointment being terminable by one month’s notice by either party.
remuneration policy for executive directorS (unaudited)
The Group’s remuneration policy for executive directors is to:
a)   pay a competitive salary that attracts and retains management of the highest quality having regard to the directors’ experience and the nature 
and complexity of their work; 
b)  link individual remuneration packages to the Group’s long term performance through the award of share options; and
c)  provide employment related benefits including the provision of a Company car or cash alternative, life insurance and medical insurance.
BaSiS of preparation of the remuneration report (unaudited)
The Remuneration Report has been prepared on the basis of fees paid to the directors by the Group. The comparative information represents fees 
paid to these directors since their appointment to SDI Industries Inc., as the deemed acquirer, or SDI Group plc, taking the earliest date. Therefore, 
the comparative remuneration information includes fees paid by companies prior to their acquisition on 2 July 2007. 
SalarieS and BenefitS (unaudited)
The annual salaries for executive directors are determined by the Remuneration Committee having regard to personal performance.
Full‑time executive directors have contracts of service that can be terminated by either party with a notice period not exceeding twelve months.
    Pension  sixteen month   
    contributions  period ended Year ended 
    to defined  31 March 30 November 
   Salary and contribution Share 2009 2007 
   benefits scheme options t otal T otal 
   £’000 £’000 £’000 £’000 £’000
Mark McMenemy*  117 — — 117 35
Gordon Smith  273 — — 273 173
Gary Pyle  201 — 53 254 177
Mary Adams  112 — — 112 119
Dominick Donald De Sanctis  48 — — 48 105
Richard Arkle  40 — — 40 12
   791 — 53 844 621
* The remuneration of Mark McMenemy includes £50,000 paid as consultancy fees for additional services provided during the period.
directorS’ intereStS in ShareS (unaudited)
The beneficial interests of directors at the end of the financial period in the ordinary share capital of the Company were as follows:
      As at As at 
      31 March  30 November 
Number of shares held by     2009 2007
Mark McMenemy     200,000 100,000
Gordon Smith     13,451,184 12,391,477
Gary Pyle     1,000,001 500,001
Richard Arkle     100,000 100,000 Sdi Group plc Annu Al report And Accounts 2009  15
directorS’ intereStS in Share optionS (unaudited)
Details of options over the Company’s ordinary shares held by directors under an approved and unapproved share option scheme 
(the ‘Share Option Plan’) are as follows:
  Options at       
  30 November       
  2007   options at    
  (or date   31 March  Exercise Date of Exercise 
  appointed) Granted Lapsed 2009 price of grant period
Gary Pyle 428,571 — 428,571 — 49p 30 June 2007 1 March 2009
Gary Pyle* 428,571 — — 428,571 49p 30 June 2007 1 March 2010
Gary Pyle* 428,571 — — 428,571 49p 30 June 2007 1 March 2011
Gary Pyle 500,000 — — 500,000 49p 25 June 2007 25 June 2010
*  Subject to the rules of the Share Option Plan and the requirements noted below, each of these options were exercisable on the attainment of the following earnings 
per share target:
       EPS target
Year ended 30 November 2009      7.4p
Year ended 30 November 2010      8.5p
Since the date of grant, the Company’s year end has been changed to 31 March. The earnings per share targets are being reconsidered in the 
light of this change of year end by the Remuneration Committee.
Options are not exercisable later than midnight on the day before the tenth anniversary of the date of grant.
No options have been granted to or exercised to directors between the balance sheet date and the date of approval of the financial statements.
Options were granted at no cost to the directors. At 31 March 2009 the market price of the Company’s shares was 1.6p and the range during the 
financial period was 1.5p to 51p.
On behalf of the Board
marK mcmenemy
chairman of the remuneration committee
2 July 2009 Sdi Group plc Annu Al report And Accounts 2009 16
independent auditorS’ report 
TO THE MEMBERS OF SDI GROUP PLC
We have audited the Group financial statements of SDI Group plc for the 16 month period ended 31 March 2009 which comprise the Consolidated 
income statement, the Consolidated statement of recognised income and expense, the Consolidated balance sheet, the Consolidated cash flow 
statement and the related notes. These Group financial statements have been prepared under the accounting policies set out therein.
We have reported separately on the parent company financial statements of SDI Group plc for the 16 month period ended 31 March 2009.
reSpective reSponSiBilitieS of directorS and auditorS
The directors’ responsibilities for preparing the Annual Report and the Group financial statements in accordance with applicable law and 
International Financial Reporting Standards (‘IFRS’) as adopted by the European Union are set out in the Statement of directors’ responsibilities.
Our responsibility is to audit the Group 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 Group financial statements give a true and fair view and whether the Group financial statements 
have been 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 Group financial statements. The information given in the Directors’ report includes that specific information 
presented in the Chairman’s statement and Chief Executive’s review that is cross referenced from the business review section of the Directors’ report. 
In addition we report to you if, in our opinion, we have not received all the information and explanations we require for our audit, or if information 
specified by law regarding directors’ remuneration and other transactions is not disclosed.
We read other information contained in the Annual Report and consider whether it is consistent with the audited Group financial statements. 
The other information comprises only the Directors’ report, the Chairman’s statement, Chief Executive’s review, Report of the Remuneration 
Committee and the Corporate Governance report. We consider the implications for our report if we become aware of any apparent misstatements 
or material inconsistencies with the Group 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 Group financial statements. It also includes an 
assessment of the significant estimates and judgements made by the directors in the preparation of the Group financial statements, and of whether 
the accounting policies are appropriate to the Group’s circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with 
sufficient evidence to give reasonable assurance that the Group 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 Group financial statements.
opinion
In our opinion:
  the Group financial statements give a true and fair view, in accordance with IFRS as adopted by the European Union, of the state of the Group’s 
affairs as at 31 March 2009 and of its loss and cash flows for the financial period then ended;
 the Group 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 Group financial statements.
pricewaterhouSecooperS llp
chartered accountantS and reGiStered a uditorS, camBridGe 
2 July 2009 Sdi Group plc Annu Al report And Accounts 2009  17
conSolidated income Statement
FOR THE 16 MONTH PERIOD ENDED 31 MARCH 2009
    sixteen month    
    period ended sixteen month   
    31 March period ended sixteen month  
    2009 31 March period ended Year ended 
    Before 2009 31 March 30 November 
    exceptional exceptional 2009 2007 
    items items t otal T otal 
   Note £’000 £’000 £’000 £’000
continuing operations:      
revenue  4 53,145 — 53,145 14,932
Cost of sales   (44,946) — (44,946) (10,407)
Gross profit   8,199 — 8,199 4,525
Administrative expenses excluding exceptional items   (8,849) — (8,849) (2,452)
Administrative expenses – exceptional items  6 — (1,089) (1,089) (1,099)
T otal administrative expenses   (8,849) (1,089) (9,938) (3,551)
Operating (loss)/profit  6 (650) (1,089) (1,739) 974
Financial income  5 255 — 255 120
Financial expense  5 (100) — (100) (38)
Net finance income  5 155 — 155 82
(Loss)/profit before tax   (495) (1,089) (1,584) 1,056
Income tax credit/(expense)  9 125 162 287 (497)
(Loss)/profit for the financial period on continuing operations   (370) (927) (1,297) 559
discontinued operations:      
(Loss)/profit on discontinued activities  10 — (11,009) (11,009) 2,334
(Loss)/profit for the financial period   (370) (11,936) (12,306) 2,893
Attributable to:      
Equity shareholders of the Company     (12,306) 2,854
Minority interest  24   — 39
      (12,306) 2,893
(Loss)/earnings per ordinary share from continuing operations (expressed in £) 11    
– basic      (0.01) 0.01
– diluted     (0.01) 0.01
(Loss)/earnings per ordinary share from discontinued operations (expressed in £)     
– basic      (0.10) 0.03
– diluted     (0.10) 0.03
Total (loss)/earning per ordinary share (expressed in £)      
– basic     (0.11) 0.04
– diluted     (0.11) 0.04
The notes on pages 21 to 51 are an integral part of these consolidated financial statements. Sdi Group plc Annu Al report And Accounts 2009 18
conSolidated Statement of recoGniSed income and expenSe 
FOR THE 16 MONTH PERIOD ENDED 31 MARCH 2009
      sixteen month  
      period ended Year ended 
      31 March 30 November 
      2009 2007 
     Note £’000 £’000
(Loss)/profit for the financial period     (12,306) 2,893
Currency translation differences    23 4,552 (409)
Net income/(expense) recognised directly to equity     4,552 (409)
Total recognised (expense)/income for the period     (7,754) 2,484
Attributable to:      
Equity shareholders of the Company     (7,754) 2,445
Minority interest     — 39
      (7,754) 2,484 Sdi Group plc Annu Al report And Accounts 2009  19
conSolidated Balance Sheet
AS AT 31 MARCH 2009
      As at As at 
      31 March 30 November 
      2009 2007 
     Note £’000 £’000
assets      
non‑current assets      
Property, plant and equipment    12 1,498 1,150
Intangible assets    13 16,323 15,166
Investments in associates    14 — 37
Available‑for‑sale investments financial assets    16 — 72
Deferred tax assets    21 12 —
      17,833 16,425
current assets      
Inventories    17 3,173 2,287
Current income tax receivable     220 881
Trade and other receivables    18 11,169 12,358
Cash and cash equivalents    19 5,816 10,137
      20,378 25,663
t otal assets     38,211 42,088
Liabilities      
Non‑current liabilities      
Deferred tax liability    21 — 457
      — 457
Current liabilities      
Trade and other payables    20 15,344 10,837
Current income tax liability     138 746
Total liabilities     15,482 12,040
net assets     22,729 30,048
Equity      
Capital and reserves attributable to equity holders of the Company      
Called up share capital    22 1,091 1,061
Share premium    23 3,953 2,608
Other reserves    23 16,837 12,820
Retained earnings    23 848 13,559
      22,729 30,048
Minority interest in equity    24 — —
Total equity     22,729 30,048
The notes on pages 21 to 51 are an integral part of these consolidated financial statements. The financial statements on pages 17 to 51 were 
approved by the Board of directors on 2 July 2009 and were signed on its behalf by:
Gordon Smith Gary p yle
director director Sdi Group plc Annu Al report And Accounts 2009 20
conSolidated caSh flow Statement 
FOR THE 16 MONTH PERIOD ENDED 31 MARCH 2009
      sixteen month  
      period ended Year ended 
      31 March 30 November 
      2009 2007 
     Note £’000 £’000
Cash flows (used)/from operating activities    27 (223) 3,236
Cash generated from operations      
Interest received     255 120
Interest paid     (100) (38)
Income tax paid     (754) (382)
Cash flow from operating activities (discontinued operations)    10 (4,458) (517)
Net cash (used by)/from operating activities     (5,280) 2,419
Cash flows (used in)/from investing activities      
Purchase of investments in subsidiary companies, net of cash acquired    30 (197) 1,924
Purchase of intangible assets     (215) —
Purchase of plant and equipment     (1,001) (508)
Cash flow used in investing activities (discontinued operations)    10 (1,277) (337)
Net cash (used in)/from investing activities     (2,690) 1,079
Cash flows (used in)/from financing activities      
Proceeds from the issue of ordinary shares, net of expenses     — 1,666
Dividends paid to shareholders     (982) —
Cash flow from financing activities (discontinued operations)    10 — (725)
Net cash (used in)/from financing activities     (982) 941
(Decrease)/increase in cash and cash equivalents     (8,952) 4,439
Cash and cash equivalents at start of period     10,137 6,019
Exchange differences     4,631 (321)
Cash and cash equivalents at end of period    19 5,816 10,137 Sdi Group plc Annu Al report And Accounts 2009  21
noteS to the conSolidated financial information
1 General information
corporate hiStory
SDI Group plc (‘the Company’) was formed as a limited liability company under the name SDI Group Limited on 5 February 2007. It re‑registered 
as a public limited company on 25 June 2007, registered in England. The Company consults, designs, manufactures, and integrates systems to 
retail, wholesale, fulfilment and e‑commerce industries for all aspects of distribution centre materials handling. The Company acquired subsidiary 
undertakings on 2 July 2007 as listed in note 30. The results of the acquired subsidiaries are included in the income statement from the date of acquisition. 
On 22 December 2008 SDI Group plc disposed of its entire holding in SDI Industries, Inc. together with other US subsidiaries. Note 2 below sets out 
the accounting treatment in respect of this disposal. The subsidiaries and associated undertakings are listed in note 5 of the Company financial 
statements. The Company, its subsidiaries and its associated undertakings are referred to in this financial information as ‘the Group’.
The Company is domiciled in the United Kingdom. The address of its registered office is 20 Somers Road, Rugby, Warwickshire CV22 7DH, UK. 
2 accountinG policieS 
a) BaSiS of preparation 
The financial statements are prepared in Sterling, rounded to the nearest thousand and are prepared on the historical cost basis as modified 
by the revaluation of financial assets and liabilities (including derivative instruments) at fair value through the income statement.
The consolidated financial information has been prepared in accordance with International Financial Reporting Standards as adopted by the 
European Union (IFRS as adopted by the EU), IFRIC interpretations and those sections of the Companies Act 1985 applicable to companies 
reporting under IFRS. 
On 22 December 2008 SDI Group plc disposed of its entire holding in SDI Industries, Inc., together with other US subsidiary companies. 
Consequently, the financial results for the year ended 30 November 2007 have been restated to exclude the results of the disposed subsidiaries. 
The results for the disposed subsidiaries are disclosed under “Loss on discontinued operations”. Current period continuing results reflect 16 
months trading of the retained businesses. The balance sheet as at 30 November 2007 includes the balance sheets of the disposed subsidiaries. 
The prior period results for the continuing operations comprise only transactions between 2 July 2007 and 30 November 2007 due to the way 
in which formation of the Group was accounted for (see General information in (1) above).
IFRS 7, ‘Financial instruments: Disclosures’, and the complementary amendment to IAS 1, ‘Presenting financial statements – Capital disclosures’, 
introduces new disclosures relating to financial instruments and does not have any impact on the classification and valuation of the Group or Company’s 
financial instruments, or the disclosures relating to taxation and trade and other payables.
B) critical accountinG eStimateS and JudGementS
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect 
the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are 
based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form a 
basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may 
differ from these estimates. The estimates and underlying assumptions are reviewed on a regular basis. Revisions to accounting estimates are 
recognised in the period in which the estimate is revised if the revision affects only that period or in the period of revision and future periods 
if the revision affects both current and future periods.
Judgements made by management in the application of IFRS that have significant effect on the financial statements largely related to the estimates 
used in estimating the percentage completion of construction contracts, income taxes and goodwill impairment.
i) revenue recognition
The Group uses the percentage of completion method in accounting for its fixed price contracts to deliver engineering services. Use of the 
percentage of completion method requires the Group to estimate the services performed to date as a portion of the total services to be performed. 
Were the proportion of services performed to total services to be performed to differ by 10% from management’s estimates, the amount of revenue 
recognised in the financial period would be increased or decreased by £1,797,000 (30 November 2007: £1,950,000).
ii) incoMe t Axes
The Group is subject to income taxes in numerous jurisdictions. Judgement is required in determining the worldwide provision for income taxes. 
There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group 
recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these 
matters is different from the amounts initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which 
such a determination is made.  Sdi Group plc Annu Al report And Accounts 2009 22
noteS to the conSolidated financial information CONTINUED
2 accountinG policieS CONTINUED
B) critical accountinG eStimateS and JudGementS CONTINUED
iii) estiMA ted iMp AirMent of goodwill
The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in note 2(f)(i). The recoverable 
amounts of cash‑generating units have been determined based on value‑in‑use calculations. These calculations require the use of estimates as 
stated in note 13.
iv) iMp AirMent of A vAilABle‑for‑sAle finAnciAl Assets
The Group follows the guidance of IAS 39 to determine when an available‑for‑sale financial asset is impaired. This determination requires significant 
judgement. In making this judgement, the Group evaluates, among other factors, the duration and extent to which the fair value of an investment is 
less than its cost; and the financial health of and near‑term business outlook for the investee, including factors such as industry and sector performance, 
changes in technology and operational and financing cash flow.
At 31 March 2009 the Group had disposed of all assets‑for‑sale assets.
c) BaSiS of conSolidation 
Subsidiaries are entities that are directly or indirectly controlled by the Group. Control exists where the Group has the power to govern the financial 
and operating policies of the entity so as to obtain benefits from its activities. The purchase method of accounting is used to account for the acquisition 
of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities 
incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and 
contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent 
of any minority interest. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets of the subsidiary 
acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference 
is recognised directly in the income statement.
For acquisitions under common control, the predecessor method of accounting is used whereby the cost of acquisition is measured at the book 
value of the net assets acquired plus the costs directly attributable to the acquisition. The excess of the cost of acquisition over the Group’s share 
of the book value of the net assets of the subsidiary acquired is recorded as a reduction to reserves.
Inter‑company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also 
eliminated but considered an impairment indicator of the assets transferred. Accounting policies of subsidiaries have been changed where necessary 
to ensure consistency with the policies adopted by the Group.
The Group treats transactions with minority interests as transactions with parties external to the Group.
Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% 
and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost.
The Group’s share of its associates’ post‑acquisition profits or losses is recognised in the income statement and its share of post‑acquisition 
movements in reserves is recognised in reserves. The cumulative post‑acquisition movements are adjusted against the carrying amount of the 
investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured 
receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. 
Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies 
of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.
d) foreiGn currencieS 
The functional currency of each Group entity is the currency of the primary economic environment in which each entity operates. The consolidated 
financial statements are presented in Sterling. 
Transactions denominated in foreign currencies other than an entity’s functional currency are translated at the foreign exchange rate prevailing at 
the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into Sterling at the exchange rates ruling 
at the balance sheet date. Foreign exchange differences arising on translation are recognised in the income statement.
The results and financial position of all associated entities (none of which has the currency of a hyperinflationary economy) that have a functional 
currency different from the presentation currency are translated into the presentation currency as follows:
 the Group’s share of net assets, including goodwill in associates, is translated at the closing rate of exchange at the date of that balance sheet;
 the Group’s share of profits and losses are translated at average exchange rates; and
 all resulting exchange differences are recognised as a separate component of equity. Sdi Group plc Annu Al report And Accounts 2009  23
2 accountinG policieS CONTINUED
e) property , plant and equipment
i) owned Assets
Improvements to leasehold property and plant and equipment are stated at cost less accumulated depreciation and impairment losses 
(see accounting policy on impairment).
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, 
plant and equipment.
ii) leAsed Assets for own use
Leases in terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. 
iii) depreciA tion
Depreciation is provided on a straight‑line basis at rates calculated to write off the cost or valuation less estimated residual value of each asset 
over its expected useful life as follows:
Improvements to leasehold property  over the period of the lease 
Plant and other equipment   three to ten years 
Demonstration assets   three years
No depreciation is charged on assets in the course of construction.
The residual value and the useful economic life of the assets are reassessed annually.
f) intanGiBle aSSetS 
i) goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the acquired 
subsidiary/associate at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in ‘Intangible assets’. Separately recognised 
goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. 
Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to an entity sold. 
Goodwill is allocated to cash‑generating units for the purpose of impairment testing. The allocation is made to those cash‑generating units or groups 
of cash‑generating units that are expected to benefit from the business combination in which the goodwill arose. SDI Group plc allocates goodwill 
to each country in which it operates.
Assets subject to amortisation and depreciation are reviewed for impairment at each balance sheet date to determine whether there is any indication 
of impairment. If such indication exists, the asset’s recoverable amount is calculated as the greater of their net selling price and value in use.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre‑tax discount rate that reflects current 
market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash 
flows, the recoverable amount is determined for the cash‑generating unit to which the asset belongs.
An impairment loss is recognised in the income statement based on the amount by which the carrying amount exceeds the recoverable amount. 
Impairment losses recognised in respect of cash‑generating units are allocated first to reduce the carrying amount of any goodwill allocated to 
cash‑generating unit (or group of units) and then, to reduce the carrying amount of other assets in the unit (or group of units) on a pro rata basis.
An impairment loss in respect of a receivable carried at amortised cost is reversed if the subsequent increase in recoverable amount can be related 
objectively to an event occurring after the impairment loss was recognised.
In respect of other assets an impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been 
determined, net of depreciation or amortisation, if no impairment loss had been recognised.
ii) BAcklog And sAles pipeline
Acquired backlog and sales pipelines for business combinations are capitalised at the present value of the future profits receivable adjusted 
for deferred taxation. Amortisation is calculated over the life of the contracts on which the goodwill is calculated (0–2 years).
iii) coMputer softw Are And licences
Amortisation is provided on a straight‑line basis at rates calculated to write off the cost or valuation less estimated residual value of the asset 
over their expected useful lives as follows:
Computer software     three to five years 
Licences     three to five years Sdi Group plc Annu Al report And Accounts 2009 24
noteS to the conSolidated financial information CONTINUED
2 accountinG policieS CONTINUED
f) intanGiBle aSSetS CONTINUED
iv) reseArch And developMent 
Research expenditure is recognised as an expense as incurred. Costs incurred on development projects (relating to the design and testing 
of new or improved products) are recognised as intangible assets when the following criteria are fulfilled:
 it is technically feasible to complete the intangible asset so that it will be available for use;
 management intends to complete the intangible asset and use or sell it;
 there is an ability to use or sell the intangible asset;
 it can be demonstrated how the intangible asset will generate probable future economic benefits;
 adequate technical, financial and other resources to complete the development and to use or sell the intangible asset are available; and 
 the expenditure attributable to the intangible assets during its development can be readily measured. 
Amortisation is charged as follows:
Development assets   three years
G) inventorieS 
Inventories are valued at the lower of cost and net realisable value. Cost is calculated using the first‑in‑first‑out principle. In the case of manufactured 
inventories and work in progress, cost includes an appropriate share of overheads based on normal operating activity. Net realisable value is the 
estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
h) caSh and caSh equivalentS 
Cash and cash equivalents comprises cash balances and deposits. The Group considers all highly‑liquid investments with original maturity dates 
of three months or less to be cash equivalents.
i) Share capital 
Where any Group company purchases the Company’s equity share capital (treasury shares), the consideration paid, including any directly attributable 
incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders until the shares are cancelled or reissued. 
Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable incremental transaction costs 
and the related income tax effects, is included in equity attributable to the Company’s equity holders.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
J) dividendS 
Final dividends on ordinary shares are recognised as a liability in the Group’s financial statements in the period in which the dividends are approved 
by the Group’s shareholders. Interim dividends are recorded when paid.
K) employee BenefitS 
i) defined contriBution plAns
For defined contribution pension schemes operated by the Group, amounts payable are charged to the income statement as they fall due. 
The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees 
the benefits relating to employee service in the current and prior periods. 
ii) shAre‑BAsed coMpensA tion
The fair value of the employee services received in exchange for the grant of the options is recognised as an expense. The total amount to be 
expensed over the vesting period is determined by reference to the fair value of the options granted. 
The proceeds received net of any directly attributable transaction costs are credited to share capital when the options are exercised. The share option 
plans are equity settled.
l) trade receivaBleS and trade payaBleS 
Trade receivables are stated at cost less any impairment. An impairment of trade receivables is established when there is objective evidence that 
the Group will not be able to collect all amounts due according to the original terms of the receivables. The carrying amount of the asset is reduced 
through the use of an allowance account, and the amount of the loss is recognised in the income statement within ‘Administrative Expenses.’ 
When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts 
previously written off are credited against ‘Administrative Expenses’ in the income statement. Trade payables are stated at cost. Sdi Group plc Annu Al report And Accounts 2009  25
2 accountinG policieS CONTINUED
m) financial aSSetS 
The Group classifies its financial assets in the following categories: at fair value through profit and loss, loans and receivables and available‑for‑sale. 
The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial 
assets at initial recognition. 
i) finAnciAl Assets A t f Air v Alue through profit And loss
Financial assets at fair value through profit and loss are financial assets held for trading. A financial asset is classified in this category principally for the 
purpose of selling in the short term. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category 
are classified as current assets.
ii) Av AilABle‑for‑sAle finAnciAl Assets
Available‑for‑sale financial assets are non‑derivatives that are either designated in this category or not classified in any of the other categories. 
They are included in non‑current unless management intends to dispose of this investment within twelve months of the balance sheet date.
Available‑for‑sale financial assets in unlisted securities are initially recorded at cost and reviewed for impairment on an annual basis.
Regular purchases and sales of financial assets are recognised in the trade‑date – the date on which the Group commits to purchase or sell 
the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value though profit or loss. 
Financial assets carried at fair value through profit or loss are initially recognised at fair value and transaction costs are expensed in the income statement. 
Financial assets are derecognised when the rights to receive cash flows from the investment have expired or have been transferred and the Group 
has transferred substantially all risks and rewards of ownership. Available‑for‑sale financial assets and financial assets at fair value through profit 
or loss are subsequently carried at fair value. Loans and receivables are carried at amortised cost using the effective interest method.
Gains or losses arising from changes in the fair value of the ‘financial assets at fair value through profit or loss’ category are presented in the income 
statement within ’other (losses)/gains – net’ in the period in which they arise. Dividend income from financial assets at fair value through profit or loss 
is recognised in the income statement as part of other income when the Group’s right to receive payments is established.
iii) l oAns And receiv ABles
Loans and receivables are non‑derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are 
included in current assets, except for maturities greater than twelve months after the balance sheet date. These are classified as non‑current assets. 
Loans and receivables are classified as trade and other receivables in the balance sheet. 
n) revenue 
Revenue from consulting, design, manufacture and installation of systems and other engineering services is accounted for on a ‘percentage of 
completion method’ to determine the appropriate amount to recognise in a given period. The stage of completion is measured by reference to 
the contract costs incurred up to the balance sheet date as a percentage of total estimated costs for each contract. Costs incurred in the financial 
period in connection with future activity on a contract are excluded from contract costs in determining the stage of completion. They are presented 
as inventories, prepayments or other assets, depending on their nature.
The Group presents as an asset the gross amount due from customers for contract work for all contracts in progress for which costs incurred plus 
recognised profits (less recognised losses) exceed progress billings. Progress billings not yet paid by customers and retention are included within 
‘trade and other receivables’.
The Group presents as a liability the gross amount due to customers for contract work for all contracts in progress for which progress billings 
exceed costs incurred plus recognised profits (less recognised losses).
When the outcome of a contract cannot be estimated reliably, contract revenue is recognised only to the extent of contract costs incurred that 
are likely to be recoverable.
When the outcome of a construction contract can be estimated reliably and it is probable that the contract will be profitable, contract revenue 
is recognised over the period of the contract. When it is probable that total contract costs will exceed total contract revenue, the expected loss 
is recognised as an expense immediately.
Revenue from maintenance contracts is recognised in the period the services are provided using a straight‑line basis over the term of the contract. Sdi Group plc Annu Al report And Accounts 2009 26
noteS to the conSolidated financial information CONTINUED
2 accountinG policieS CONTINUED
o) expenSeS 
i) leAse p AyMents
Payments made under operating leases are recognised in the income statement on a straight‑line basis over the term of the lease.
Minimum lease payments on assets held under finance leases are apportioned between the finance charge and the reduction of the outstanding 
liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining 
balance of the liability.
ii) net finAncing costs
Net financing costs comprise interest payable on borrowings, interest receivable on cash and cash equivalents and foreign exchange gains and losses.
Interest income and expense is recognised in the income statement as it accrues, using the effective interest method.
p) t axation 
Income tax comprises current and deferred tax. It is recognised in the income statement except to the extent that it relates to items recognised 
directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on taxable income for the financial period, using tax rates enacted or substantively enacted at the balance 
sheet date and any adjustment to tax payable in respect of previous years.
Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets 
and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the 
expected manner of realisation or settlement of the carrying amount of the assets and liabilities, using tax rates enacted or substantively enacted 
at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be 
utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
q) SeGment reportinG 
A segment is a distinguishable component of the Group that is engaged in providing products or services (business segment), or in providing 
products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different 
from those of other segments.
r) financial riSK manaGement 
The overall aim of the Group financial risk management policies is to minimise potential adverse effects on financial performance and net assets. 
In the course of its business, the Group is exposed primarily to foreign exchange risk, liquidity risk and credit risk. Interest rate risk is not considered 
significant, as the Group does not have any liabilities that accrue interest and interest income on bank deposits is not material.
The Group manages the principal financial risks within policies and operating parameters approved by the Board of directors. The Group does not 
enter into speculative transactions.
i) foreign currency risk
The Group operates domestically and overseas and also has investments in overseas entities. The Group does not currently hedge its cash flows 
or investments in overseas entities as the directors do not believe this to be appropriate given the low materiality of the items involved, but this is 
continually under review and may change depending on the Group’s currency exposure and economic conditions.
At 31 March 2009, if the Euro currency has weakened/strengthened by 10% against Sterling with all other variables held constant, post tax loss 
for the year would have been higher or lower by £50,000 (2007: £70,000) as a result of foreign exchange gains/losses on translation of Euro 
denominated intra group borrowings. Equity would have been higher or lower by £231,000 (2007: £173,000) arising from foreign exchange 
gains/losses on translation of Euro denominated intra group borrowings. Sdi Group plc Annu Al report And Accounts 2009  27
2 accountinG policieS CONTINUED
r) financial riSK manaGement CONTINUED
ii) liquidity risk
The Group’s policy on liquidity risk is to ensure that sufficient cash is available to fund on‑going operations without the need to carry significant net 
debt. Where appropriate financing can be negotiated, assets may be purchased under finance lease arrangements. The extent of this financing 
is not considered material. The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period 
at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows:
       less than 
       1 year 
At 31 March 2009      £’000
Trade and other payable      15,344
       Less than 
       1 year 
At 30 November 2007      £’000
Trade and other payable      10,837
iii) credit risk
Credit risk arises on financial instruments such as trade receivables. Policies and procedures exist to ensure that customers have an appropriate 
credit history, and appropriate billing schedules for long term contract work are agreed in order to mitigate the risks on this business activity. 
Overall, the Group considers that it is not exposed to a significant amount of credit risk.
iv) cApit Al risk MAnAgeMent
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns 
for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, 
issue new shares or sell assets to reduce debt.
Consistent with others in the industry, the Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total 
capital. Net debt is calculated as total borrowings (including ‘current and non‑current borrowings’ as shown in the consolidated balance sheet) 
less cash and cash equivalents. Total capital is calculated as ‘equity’ as shown in the consolidated balance sheet plus net debt.
During the period ended 31 March 2009 and the year ended 30 November 2007 the Group had no net debt.
v) fAir v Alue estiMA tion
The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values. The fair value of financial 
liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available 
to the Group for similar financial instruments. 
S) exceptional itemS 
Exceptional items are events or transactions that fall within the activities of the Group and which by virtue of their size or incidence have been disclosed 
in order to improve a reader’s understanding of the financial statements. Sdi Group plc Annu Al report And Accounts 2009 28
noteS to the conSolidated financial information CONTINUED
2 accountinG policieS CONTINUED
t) forthcominG accountinG StandardS 
A) st And Ards, AMendMent And interpret Ations effective in the period ended 31 MArch 2009 But not relev Ant:
  IFRIC 12, “Service concession arrangements”. This applies to contractual arrangements whereby a private sector operator participates in the 
development, financing, operation and maintenance of infrastructure for public sector services, for example, under Private Finance Initiative 
contracts (‘PFI’) contracts. It is not relevant for the Group. Published by the IASB November 2006, it is effective for annual periods beginning 
on or after 1 January 2008.
(B) st And Ards, AMendMents And interpret Ations thA t Are not yet effective And hA ve not Been eArly Adopted: 
  Amendment to IAS 39, ‘Financial instruments: Recognition and measurement’, and IFRS 7, ‘Financial instruments: Disclosures’, on the ‘Reclassification 
of financial assets’. This amendment allows the reclassification of certain financial assets previously classified as ‘held‑for‑trading’ or ‘available‑for‑sale’ 
to another category under limited circumstances. Published in November 2008, this amendment is effective for periods beginning on or after 1 July 2008. 
This is not relevant to the Group as it does not currently enter into these types of transactions.
  IFRS 8, ‘Operating segments’ This supersedes IAS 14, ‘Segmental reporting’, under which segments were identified and reported on risk and 
return analysis. Under IFRS 8, segments are reported based on internal reporting, bringing segment reporting in line with the requirements of US 
standard FAS 131. Published by the IASB in November 2006, this standard is effective for annual periods beginning on or after 1 January 2009.
  Amendment to IAS 32, ‘Financial instruments: Presentation’, and IAS 1, ‘Presentation of financial statements’. This amendment requires entities 
to classify the following types of financial instruments as equity, provided they have particular features and meet specific conditions:
   Puttable financial instruments; and 
   Instruments, or components of instruments, that impose on the entity an obligation to deliver to another party a pro rata share of the net 
assets of the entity only on liquidation. 
 Published by the IASB in February 2008, this is effective for annual periods beginning on or after 1 January 2009.
  Amendment to IFRS 2, ‘Share‑based payments’. This clarifies what events constitute vesting conditions and also specifies that all cancellations, 
whether by the Group or by another party, should receive the same accounting treatment. This may have an impact on the Group’s financial 
statements and is currently being assessed. Published by the IASB on 17 January 2008, this amendment is effective for annual periods 
beginning on or after 1 January 2009.
  IAS 1 (Revised), ‘Presentation of financial statements’. This revised standard required entities to prepare a statement of comprehensive income. 
All non‑owner changes in equity are required to be shown in a performance statement, but entities can choose whether to present one performance 
statement (the statement of comprehensive income) or two statements (the income statement and statement of comprehensive income). 
Owner changes in equity are shown in a statement of changes in equity. Also entities making restatements or reclassifications of comparative 
information are required to present a restated balance sheet as at the beginning of the comparative period in addition to the current requirement 
to present balance sheets at the end of the current period and comparative period. Published by the IASB in September 2007 this revised standard 
is effective for periods beginning on or after 1 January 2009. This will not have a material impact on the Group’s financial statements since only 
the disclosure of the statements will be affected.
  IFRS 3, (Revised), ‘Business combinations’. The revision to this standard changes accounting for business combinations. While the acquisition 
method is still applied, there are significant changes to the treatment of contingent payments, transaction costs and the calculation of goodwill. 
Published by the IASB in January 2008, the standard is applicable to business combinations occurring in accounting periods beginning on or 
after 1 July 2009, with earlier application permitted. This could impact the Group’s financial statements in future if it makes further acquisitions.
  Amendment to IAS 39, ‘Financial Instruments: Recognition and measurement’ on ‘Eligible hedged items’ This amendment makes two significant 
changes. It prohibits designating inflation as a hedgeable component of a fixed rate debt. It also prohibits including time value in the one‑sided 
hedged risk when designating options as hedges. Published by the IASB in July 2008 it is effective for periods beginning on or after 1 July 2009 and 
must be applied retrospectively. This is not expected to impact the Group since it does not currently designate any financial instruments as hedges.
  IAS 23 (Revised), ‘Borrowing costs’. A result of the joint short‑term convergence project with the FASB, this new standard requires an entity to 
capitalise borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. 
The option of immediately expensing those borrowing costs has been removed. This will be relevant if the Group funds acquisitions with debt 
in the future. Published by the IASB March 2007, this is effective for annual periods beginning on or after 1 January 2009. Sdi Group plc Annu Al report And Accounts 2009  29
2 accountinG policieS CONTINUED
t) forthcominG accountinG StandardS CONTINUED
(B)  st And Ards, AMendMents And interpret Ations thA t Are not yet effective And hA ve not Been eArly Adopted: 
CONTINUED
  IAS 27 (Revised), ‘Consolidated and separate financial statements’. This revises the accounting for transactions with non‑controlling interests. 
Published by the IASB in January 2008, this is effective for annual periods beginning on or after 1 July 2009. This is not relevant to the Group 
as it does not have any non‑controlling interests.
  Amendment to IFRS 7 (Revised), ‘Financial instruments: Disclosures’. This amendment forms part of the IASB’s response to the financial crisis 
and addresses the G20 conclusions aimed at improving transparency and enhance accounting guidance. The amendment increases the disclosure 
requirements about fair value measurement and reinforces existing principles for disclosure about liquidity risk. The amendment introduces a 
three‑level hierarchy for fair value measurement disclosure and requires some specific quantitative disclosures for financial instruments in the 
lowest level in the hierarchy. In addition, the amendment clarifies and enhances existing requirements for the disclosure of liquidity risk primarily 
requiring a separate liquidity risk analysis for derivative and non‑derivative financial liabilities. Published by the IASB in March 2009 this amendment 
is effective for period starting on or after 1 January 2009 with no comparatives for the first year of application. This will only affect presentation 
and the potential impact of this on the Group’s financial statements has not yet been assessed.
  Amendments to IFRIC 9 and IAS 39 regarding embedded derivatives. The amendment clarifies the accounting treatment of embedded 
derivatives for entities that make use of the reclassification amendment issued by the IASB in October 2008. The reclassification amendment 
allows entities to reclassify particular financial instruments to the fair value through profit or loss or available sale categories in specific circumstances. 
The amendments to IFRIC 9 and IAS 39 clarify that on reclassification of a financial asset out of the ‘at fair value through profit or loss’ category all 
embedded derivatives should be re‑assessed and, if necessary, separately accounted for. Published by the IASB in March 2009 this amendment 
is effective for period beginning on or after 1 July 2008. Since the Group does not have any embedded derivatives, this guidance is not relevant.
  IFRIC 13, ‘Customer loyalty programmes relating to IAS 18, Revenue’. This provides guidance on accounting for customer loyalty programmes. 
As the Group does not offer such incentives, it will not be relevant. Published by the IASB in June 2007, it is effective for annual periods 
beginning on or after 1 July 2008.
  IFRIC 14, ‘IAS 19 – The limit on a defined benefit asset, minimum funding requirements and their interaction’. This provides guidance on 
accounting for defined benefit pension schemes. The Group does not have any such schemes and therefore it will not be relevant. Published 
by the IASB in July 2007, it is effective for annual periods beginning on or after 1 January 2009.
  IFRIC 15, ‘Agreements for construction of real estates’. This clarifies which standard (IAS 18, Revenue’, or IAS 11, ‘Construction contracts’) 
should be applied to particular transactions and is likely to mean that IAS 18 will be applied to a wider range of transactions. This is not relevant 
to the Group as it does not have any transactions involving real estate. Published by the IASB in July 2008 it is effective for periods beginning on 
or after 1 January 2009.
  IFRIC 16, ‘Hedges of a net investment in a foreign operation’. This clarifies the usage and requirements of IAS 21 with respect to net investment 
hedging. This is not relevant to the Group as it does not undertake such activities. Published by the IASB in July 2008, it is effective for periods 
beginning on or after 1 October 2008. 
  IFRIC 17, ‘Distributions of non‑cash assets to owners’. This clarifies how an entity should measure distributions of assets, other than cash, when 
it pays dividends to its owners. This is not relevant to the Group as it does not make any distributions of assets to its owners, other than cash. 
Published by the IASB in November 2008 it is effective for periods beginning on or after 1 July 2009.
  IFRIC 18, ‘Transfer of assets from customers’. This clarifies the accounting for arrangements where an item of property, plant and equipment, 
which is provided by the customer, is used to provide an ongoing service. This is not relevant to the Group as it does not engage in such 
activities. Published by the IASB in January 2009, it is effective for transfers of assets from customers received on or after 1 July 2009.
The directors expect that the adoption of these standards and interpretations in future periods will have no material impact on the financial 
statements when they come into effect for periods after 1 April 2009. Sdi Group plc Annu Al report And Accounts 2009 30
noteS to the conSolidated financial information CONTINUED
3 SeGmental information
Segment information is presented in respect of the Group’s geographical and business segments. The primary format, geographical segments, 
is based on the geographical location of the assets generating the revenue.
GeoGraphical SeGmentS
The business operates in only one main geographical area being Europe (United Kingdom, Holland, Germany, Italy, France and Spain).
BuSineSS SeGmentS
The Group operates in two business segments. The Group’s equity associates operate in the same business as the Group, and therefore 
the Group’s share of the net assets and net profit of associates is considered to be part of this single business segment. Purchases of goods 
and services are negotiated between segments on a cost‑plus basis.
revenue
    sixteen month sixteen month   
    period ended period ended Year ended Year ended 
    31 March 31 March 30 November 30 November 
    2009 2009 2007 2007 
    continuing discontinued Continuing Discontinued 
    £’000 £’000 £’000 £’000
Geographical analysis by origin      
North America   — 19,973 — 26,753
South America   — 3,001 — 1,878
Europe   53,145 — 14,932 3,220
    53,145 22,974 14,932 31,851
Inter‑segment   — (5,191) — (5,507)
t otal   53,145 17,783 14,932 26,344
    sixteen month sixteen month   
    period ended period ended Year ended Year ended 
    31 March 31 March 30 November 30 November 
    2009 2009 2007 2007 
    continuing discontinued Continuing Discontinued 
    £’000 £’000 £’000 £’000
Geographical analysis by destination      
USA   — 19,973 — 23,012
South America   — 3,001 — 4,427
Canada   — — — 509
Europe   53,145 — 14,005 3,897
Central America   — — — 6
Australia   — — 927 —
    53,145 22,974 14,932 31,851
Inter‑segment   — (5,191) — (5,507)
t otal   53,145 17,783 14,932 26,344
(l oSS)/profit Before taxation
     sixteen month   
    sixteen month period ended  Year ended 
    period ended 31 March Year ended 30 November 
    31 March 2009 30 November 2007 
    2009 discontinued 2007 Discontinued 
    continuing (see note 10) Continuing (see note 10) 
    £’000 £’000 £’000 £’000
Geographical analysis by origin      
North America   — (5,370) — 2,501
Europe   (1,584) — 1,056 132
South America   — 199 — 311
Associated undertakings (based in South and Central America)   — — — (40)
Associated undertakings (based in Europe)   — — — 200
t otal   (1,584) (5,171) 1,056 3,104 Sdi Group plc Annu Al report And Accounts 2009  31
3 SeGmental information CONTINUED
aSSetS 
    sixteen month sixteen month   
    period ended period ended Year ended Year ended 
    31 March 31 March 30 November 30 November 
    2009 2009 2007 2007 
    continuing discontinued Continuing Discontinued 
    £’000 £’000 £’000 £’000
Geographical analysis by origin      
North America   — — — 12,355
Europe   38,211 — 27,003 —
South America   — — — 2,693
Associated undertakings (based in South and Central America)   — — — 37
t otal   38,211 — 27,003 15,085
liaBilitieS 
    sixteen month sixteen month   
    period ended period ended Year ended Year ended 
    31 March 31 March 30 November 30 November 
    2009 2009 2007 2007 
    continuing discontinued Continuing Discontinued 
    £’000 £’000 £’000 £’000
Geographical analysis by origin      
North America   — — — 3,585
Europe   15,482 — 7,895 —
South America   — — — 560
t otal   15,482 — 7,895 4,145
capital expenditure
    sixteen month sixteen month   
    period ended period ended Year ended Year ended 
    31 March 31 March 30 November 30 November 
    2009 2009 2007 2007 
    continuing discontinued Continuing Discontinued 
    £’000 £’000 £’000 £’000
Geographical analysis by origin      
North America   — — — 112
South America   — — — 28
Europe   1,216 — 425 —
t otal   1,216 — 425 140
depreciation and amortiSation
    sixteen month sixteen month   
    period ended period ended Year ended Year ended 
    31 March 31 March 30 November 30 November 
    2009 2009 2007 2007 
    continuing discontinued Continuing Discontinued 
    £’000 £’000 £’000 £’000
Geographical analysis by origin      
North America   — — — 101
South America   — — — 232
Europe   1,237 — 545 —
t otal   1,237 — 545 333 Sdi Group plc Annu Al report And Accounts 2009 32
noteS to the conSolidated financial information CONTINUED
4 revenue – Split B y BuSineSS SeGment
    sixteen month sixteen month   
    period ended period ended Year ended Year ended 
    31 March 31 March 30 November 30 November 
    2009 2009 2007 2007 
    continuing discontinued Continuing Discontinued 
    £’000 £’000 £’000 £’000
Construction contract revenue   45,165 17,469 12,267 26,344
Maintenance revenue   7,980 314 2,665 —
    53,145 17,783 14,932 26,344
All assets are shared between construction type contracts and maintenance contracts. Therefore no analysis of the split of assets or capital expenditure 
is provided.
5 net finance income
    sixteen month sixteen month   
    period ended period ended Year ended Year ended 
    31 March 31 March 30 November 30 November 
    2009 2009 2007 2007 
    continuing discontinued Continuing Discontinued 
    £’000 £’000 £’000 £’000
Interest expense   (100) — (38) (22)
    (100) — (38) (22)
Interest income on bank balances   255 59 120 111
    255 59 120 111
Net finance income   155 59 82 89
6 operatinG (loSS)/profit on ordinary activitieS Before taxation
(Loss)/profit on ordinary activities before taxation is stated after charging:
    sixteen month sixteen month   
    period ended period ended Year ended Year ended 
    31 March 31 March 30 November 30 November 
    2009 2009 2007 2007 
    continuing discontinued Continuing Discontinued 
    £’000 £’000 £’000 £’000
Depreciation of owned tangible fixed assets   664 — 73 119
Amortisation of intangible fixed assets   108 — 8 —
Administrative expenses – exceptional items      
–  Amortisation charge of backlog and sales pipeline 
intangible assets from business combinations*   465 — 464 214
– Costs of listing**   — — 393 —
– Share options (see note 25)   42 — 28 —
– Redundancy costs   582 — — —
Operating lease rentals – property   743 — 140 256
Operating lease rentals – plant and machinery   438 — 123 106
*  On acquisition of the subsidiary companies the on‑going contracts and the estimated value of the sales pipeline were valued at £338,000 (30 November 2007: £852,000). 
This is amortised over the life of the contracts which is 0–2 years and is non‑recurring. 
** These costs were incurred in connection with the Group reorganisation and admission to the AIM market of the London Stock Exchange. Sdi Group plc Annu Al report And Accounts 2009  33
6 operatinG (loSS)/profit on ordinary activitieS Before taxation CONTINUED
ServiceS provided B y the Group’S auditor and networK firmS
During the financial period the Group obtained the following services from the Group’s auditors at costs as detailed below:
    sixteen month sixteen month   
    period ended period ended Year ended Year ended 
    31 March 31 March 30 November 30 November 
    2009 2009 2007 2007 
    continuing discontinued Continuing Discontinued 
    £’000 £’000 £’000 £’000
Audit services:      
– audit of the Company and consolidated financial statements   60 — 70 —
– audit of the Company’s subsidiaries pursuant to legislation   20 — — 29
Other services:      
– tax services   2 — 142 —
– listing services   — — 347 —
    82 — 559 29
7 Staff numBerS and coStS
The average number of persons employed by the continuing operation of the Group (including executive directors) during the financial period 
was as follows:
      sixteen month  
      period ended Year ended 
      31 March 30 November 
      2009 2007 
      number Number
T otal number of employees     262 217
The areas of the business where these people were employed were as follows:
      sixteen month  
      period ended Year ended 
      31 March 30 November 
      2009 2007 
      number Number
Engineering     185 177
Selling and distribution     29 16
Administration     48 24
      262 217
The aggregate payroll costs of these persons were as follows:
      sixteen month  
      period ended Year ended 
      31 March 30 November 
      2009 2007 
      £’000 £’000
Wages and salaries     12,922 2,907
Social security costs     1,932 364
Employee share option charge     42 28
Pensions     273 73
      15,169 3,372 Sdi Group plc Annu Al report And Accounts 2009 34
noteS to the conSolidated financial information CONTINUED
8 directorS’ emolumentS
Emoluments paid by the Group to the directors were:
      pension   
    remuneration  contributions   
	 	 	 	 and	benefits		 to	defined	 	 
    for executive contribution share  
    services scheme options  t otal 
Sixteen month period ended 31 March 2009 (continuing operations)   £’000 £’000 £’000 £’000
M McMenemy   117 — — 117
G Smith   273 — — 273
G Pyle   201 — 53 254
R Arkle   40 — — 40
    631 — 53 684
      pension   
    remuneration  contributions   
	 	 	 	 and	benefits		 to	defined	 	 
    for executive contribution share  
    services scheme options  t otal 
Sixteen month period ended 31 March 2009 (discontinued operations)   £’000 £’000 £’000 £’000
M Adams   112 — — 112
D De Sanctis   48 — — 48
    160 — — 160
      Pension   
    Remuneration  contributions   
    and benefits  to defined   
    for executive contribution Share  
     services scheme options  T otal 
Year ended 30 November 2007 (continuing operations)*   £’000 £’000 £’000 £’000
M McMenemy   35 — — 35
G Smith   173 — — 173
G Pyle   157 — 20 177
R Arkle   12 — — 12
    377 — 20 397
      Pension   
    Remuneration  contributions   
    and benefits  to defined   
    for executive contribution Share  
     services scheme options  T otal 
Year ended 30 November 2007 (discontinued operations)*   £’000 £’000 £’000 £’000
M Adams   118 1 — 119
D De Sanctis   105 — — 105
    223 1 — 224
*  Included in the remuneration are fees paid to the directors by the Group since their appointment to SDI Industries Inc. as the deemed acquirer of SDI Group plc, taking 
the earliest date. They are disclosed including fees paid by companies prior to their acquisition on 2 July 2007. No employees other than the directors were identified 
as key management. Sdi Group plc Annu Al report And Accounts 2009  35
9 income tax expenSe
      sixteen month  
      period ended Year ended 
      31 March 30 November 
      2009 2007 
      continuing Continuing 
      £’000 £’000
Current tax      
Corporation tax on (loss)/profit of the financial period     (68) 191
(Over)/under provision previous years     (30) 7
T otal current tax     (98) 198
Deferred tax      
Origination and reversal of timing differences     (189) 299
T otal deferred tax charge     (189) 299
Tax on (loss)/profit on ordinary activities     (287) 497
The differences between (loss)/profit for the period at the effective standard rate of corporation taxation of 30.7% (30 November 2007: 30%) and 
the current taxation charge are detailed below:
      sixteen month  
      period ended Year ended 
      31 March 30 November 
      2009 2007 
      continuing Continuing 
      £’000 £’000
(Loss)/profit on ordinary activities before tax     (1,584) 1,056
(Loss)/profit on ordinary activities at the standard tax rates 30.7% (30 November 2007: 30.0%)    (486) 317
Effects of:      
Expenses not deductible for tax purposes     217 164
Permanent difference: share option compensation charge     12 9
(Over)/under provision previous years     (30) 7
Total tax charge     (287) 497
The increase in the effective tax rate is due to the change in the mix of country tax rates. 
10 diScontinued operationS
On 22 December 2008 SDI Group plc disposed of its entire holding in SDI Industries, Inc., together with other US subsidiary companies. 
Consequently, the financial results for the 16 months ended 31 March 2009, and the audited comparative results for the year ended 30 November 2007 
have been restated to disclose the results of the disposed subsidiaries as ‘(loss)/profit on discontinued activities’. The results of the discontinued 
operations are as follows:
      sixteen month  
      period ended Year ended 
      31 March 30 November 
      2009 2007 
      £’000 £’000
revenue     22,974 26,344
Expenses     (28,145) (23,240)
(Loss)/profit before tax on discontinued operations     (5,171) 3,104
Tax     713 (770)
(Loss)/profit after tax on discontinued operations     (4,458) 2,334
Loss recognised on the restatement of assets of disposal group to fair value*     (6,551) —
(Loss)/profit for the period from discontinued operations     (11,009) 2,334
*  The Group recorded a loss on the restatement of assets to fair value of £6,551,000, which represents the difference between gross asset value and the proceeds 
received from the sale. Sdi Group plc Annu Al report And Accounts 2009 36
noteS to the conSolidated financial information CONTINUED
10 diScontinued operationS CONTINUED
      sixteen month  
      period ended Year ended 
      31 March 30 November 
      2009 2007 
      £’000 £’000
Cash flow from operating activities (discontinued operations)     (4,458) (517)
Cash flow from investing activities (discontinued operations)     (1,277) (337)
Cash flow from financing activities (discontinued operations)     — (725)
Cash flows from discontinued operations     (5,735) (1,579)
11 earninGS per Share
(a) BaSic
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number 
of ordinary shares in issue during the financial period.
      sixteen month  
      period ended Year ended 
      31 March 30 November 
Continuing operations:     2009 2007
(Loss)/profit attributable to equity holders in (£’000)     (1,297) 559
Weighted average number of ordinary shares in issue (000’s)     108,261 75,638
Basic (loss)/earnings per share in £     (0.01) 0.01
      sixteen month  
      period ended Year ended 
      31 March 30 November 
Discontinued operations:     2009 2007
(Loss)/profit attributable to equity holders in (£’000)     (11,009) 2,334
Weighted average number of ordinary shares in issue (000’s)     108,261 75,638
Basic (loss)/earnings per share in £     (0.10) 0.03
(B) diluted
As the Group is loss making in the financial period there is no dilutive effect relating to the share options. Sdi Group plc Annu Al report And Accounts 2009  37
12 property , plant and equipment
    Fixtures,    
     fittings,    
  Improvements Plant and tools and Motor Demonstration  
   to property machinery equipment vehicles assets T otal 
  £’000 £’000 £’000 £’000 £’000 £’000
cost      
At 1 December 2006 96 804 559 430 — 1,889
Acquisition of subsidiaries (note 30) 57 146 277 17 107 604
Additions 19 91 101 64 290 565
Disposals — (2) (2) (40) — (44)
Exchange differences (9) (58) (47) (18) (14) (146)
At 30 November 2007 163 981 888 453 383 2,868
Acquisition of subsidiaries (note 30) — 734 — — — 734
Additions 28 347 309 29 288 1,001
Discontinued operations (103) (920) (561) (364) — (1,948)
Disposals — — (2) — (110) (112)
Exchange differences — 172 77 31 39 319
At 31 March 2009 88 1,314 711 149 600 2,862
depreciation      
At 1 December 2006 96 721 505 321 — 1,643
Charge for the year 15 45 74 58 — 192
Disposals — — (2) (22) — (24)
Exchange differences (6) (43) (27) (17) — (93)
At 30 November 2007 105 723 550 340 — 1,718
Charge for the financial period 39 208 173 34 210 664
Acquisition of subsidiaries (note 30) — 422 — — — 422
Discontinued operations (92) (715) (485) (310) — (1,602)
Exchange differences — 96 52 14 — 162
At 31 March 2009 52 734 290 78 210 1,364
Net book value      
At 30 November 2007 58 258 338 113 383 1,150
At 31 March 2009 36 580 421 71 390 1,498 Sdi Group plc Annu Al report And Accounts 2009 38
noteS to the conSolidated financial information CONTINUED
13 intanGiBle fixed aSSetS
   Computer Backlog    
   software and and sales Goodwill on Development  
   licences pipeline acquisitions costs T otal 
  Note £’000 £’000 £’000 £’000 £’000
cost       
At 1 December 2006  17 — — — 17
Additions  — — — 375 375
Acquisitions  46 852 14,570 — 15,468
Disposals  (8) — — — (8)
Exchange differences  3 — 23 (12) 14
At 30 November 2007  58 852 14,593 363 15,866
Additions  215 — — — 215
Acquisitions 30 36 338 2,124 — 2,498
Discontinued operations  — (47) (2,219) (528) (2,794)
Exchange differences  28 — 1,635 165 1,828
At 31 March 2009  337 1,143 16,133 — 17,613
Amortisation      
At 1 December 2006  15 — — — 15
Amortisation for the year  8 678 — — 686
Disposals  (3) — — — (3)
Exchange differences  2 — — — 2
At 30 November 2007  22 678 — — 700
Amortisation for the financial period  108 465 — — 573
Exchange differences  17 — — — 17
At 31 March 2009  147 1,143 — — 1,290
Net book value      
At 30 November 2007  36 174 14,593 363 15,166
At 31 March 2009  190 — 16,133 — 16,323
The goodwill was acquired on 2 July 2007 as disclosed in note 30. The calculation for the value in use for the allocation is based on a discounted 
cash flow at a discount rate of 8.24% which is considered to be the Group’s expected cost of equity. The key assumption in the value in use 
calculation is the estimated growth of 5% which is in line with management’s expectations for the Group.
Following the disposal of the Group’s entire holding in SDI Industries, Inc., together with other US subsidiary companies on 22 December 2008 
segment level goodwill is £nil (30 November 2007: £1,808,000) in South America and £16,133,000 (30 November 2007: £12,785,000) in Europe.
The directors have concluded that there has been no impairment loss against goodwill for the 16 month period ended 31 March 2009. Sdi Group plc Annu Al report And Accounts 2009  39
14 inveStmentS in aSSociateS
       £’000
cost      
At 1 December 2006      701
Share of profit      160
Movement in reserves      (15)
Acquisition of associates to subsidiaries      (888)
Acquisition of associate      77
Exchange difference      2
At 30 November 2007      37
Disposed of with discontinued operations      (37)
At 31 March 2009      —
The results of the Group’s associates, all of which are unlisted and draw up local financial statements to 31 December (SDI Logistica) and 
30 November (AISL do Brasil) and their assets (including goodwill) and liabilities for the year ended 30 November 2007 are set out in the table. 
The revenues and profit/(loss) included in the tables below for SDI Logistica and AISL do Brasil are from the dates of acquisition, 1 December 2006 
and 2 July 2007 respectively. The directors are of the opinion that the result for SDI Logistica and the net assets of the Group would not have been 
materially different had the associate prepared accounts to 30 November 2007.
AISL do Brasil and SDI Logistica are not material to the Group and are accounted for as associates.
On 22 December 2008 SDI Group plc disposed of its entire holding in SDI Industries, Inc., together with other US subsidiary and associated 
companies. Consequently, the audited comparative results for the year ended 30 November 2007 have been restated to exclude the results of 
the disposed subsidiaries and share of profit of associates. The share of profit of associates is included under ‘Loss on discontinued operations’. 
The balance sheet as at 30 November 2007 includes the investment in associates.
      Profit/ Interest 
  Country of Assets Liabilities Revenues (loss)  held 
Name incorporation £’000 £’000 £’000 £’000 %
31 December 2007      
SDI Logistica Mexico 59 (28) 258 12 60.0
30 November 2007      
AISL do Brasil Brazil 58 (38) — (63) 90.0
The associated undertakings had no significant contingent liabilities.
15a financial inStrumentS B y cateGory
The accounting policies for financial instruments have been applied to the line items below:
     loans and Available‑  
     receivables for‑sale t otal 
31 March 2009    £’000 £’000 £’000
Assets as per balance sheet      
Trade and other receivables    11,169 — 11,169
Cash and cash equivalents    5,816 — 5,816
t otal    16,985 — 16,985
     Loans and Available‑  
     receivables for‑sale T otal 
30 November 2007    £’000 £’000 £’000
Assets as per balance sheet      
Available‑for‑sale    — 72 72
Trade and other receivables    12,358 — 12,358
Cash and cash equivalents    10,137 — 10,137
t otal    22,495 72 22,567 Sdi Group plc Annu Al report And Accounts 2009 40
noteS to the conSolidated financial information CONTINUED
15B credit quality of financial aSSetS
The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to historical information about 
counterparty default rates:
      As at As at 
      31 March 30 November 
      2009 2007 
      £’000 £’000
Counterparties without external credit rating:      
– new customers (less than 6 months)     1,995 2,754
– existing customers (more than 6 months) with no defaults in the past     5,627 1,398
– existing customers (more than 6 months) with some defaults in the past. All defaults were fully recovered   335 58
– discontinued operations     — 4,212
Total trade receivables     7,957 8,422
Cash at bank and short term deposits      
AAA     174 150
AA      1,178 5,338
A      4,156 229
BB      308 626
Discontinued operations     — 3,794
      5,816 10,137
None of the financial assets that are fully performing have been renegotiated in the last period.
16 availaBle‑for‑Sale financial aSSetS
       Unlisted 
       investments 
       £’000
cost      
At 1 December 2006      49
Reclassifications from other assets      41
Disposals      (15)
Exchange differences      (3)
At 30 November 2007      72
Disposed of with discontinued operations      (72)
At 31 March 2009      —
Included within unlisted investments are the Group’s holdings in the following private companies:
      Country of Ownership 
Name     incorporation %
SDI Industries Chile, S.A.     Chile 60
Green & Associates, LLC     US 50
Alembic Vine     US 2
SDI Industries Chile, S.A. is a dormant company. Green & Associates, LLC’s activities are immaterial in the context of the Group’s operations. 
The available‑for‑sale investments were disposed of as part of the sale, on 22 December 2008, of the disposal of the entire holding in SDI Industries, Inc., 
together with other US subsidiary and associated companies. Sdi Group plc Annu Al report And Accounts 2009  41
17 inventorieS
      As at As at 
      31 March 30 November 
      2009 2007 
      £’000 £’000
Raw materials and consumables     2,002 2,219
Work in progress     — 29
Finished goods     130 39
Long term contract balances     1,041 —
      3,173 2,287
The cost of inventories recognised as an expense and included in ‘cost of sales’ amounted to £16,932,000 (30 November 2007: £13,087,000).
Inventories were written down by £nil (30 November 2007: £nil).
18 trade and other receivaBleS
      As at As at 
      31 March 30 November 
      2009 2007 
      £’000 £’000
Trade receivables     7,957 8,422
Related company receivables     204 167
Amounts due from customers for contract work     1,933 2,707
Other receivables     639 704
Loans to related parties     — 19
Prepayments     436 339
      11,169 12,358
The loans to related parties were unsecured, non‑interest bearing and have no fixed terms of repayment. Trade receivables include retentions 
of £nil (30 November 2007: £1,597,000).
The fair value of trade and other receivables is as in the above table. 
As of 31 March 2009, trade receivables of £6,452,000 (30 November 2007: £8,169,000) were fully performing.
Trade receivables that are less than three months past due are not considered impaired. As at 31 March 2009, trade receivables of £1,505,000 
(30 November 2007: £253,000) were past due but not impaired. These relate to a number of independent customers for whom there is no recent 
history of default. The ageing analysis of these trade receivables is as follows:
      As at As at 
      31 March 30 November 
      2009 2007 
      £’000 £’000
Up to three months     1,171 164
Three to six months     334 89
      1,505 253
At 31 March 2009 and 30 November 2007 there were no trade receivables that were considered impaired.
The carrying amounts of the Group’s trade and other receivables are denominated in the following currencies:
      As at As at 
      31 March 30 November 
      2009 2007 
      £’000 £’000
Sterling     2,489 2,830
Euros     8,680 9,528
      11,169 12,358 Sdi Group plc Annu Al report And Accounts 2009 42
noteS to the conSolidated financial information CONTINUED
19 caSh and caSh equivalentS
      As at As at 
      31 March 30 November 
      2009 2007 
      £’000 £’000
Bank balances     5,816 10,137
20 trade and other payaBleS
      As at As at 
      31 March 30 November 
      2009 2007 
      £’000 £’000
Current liabilities      
Trade payables     8,265 6,423
Related company payables     227 75
Advances received for contract work     2,378 1,533
Social security and other taxes     576 799
Accruals     2,364 1,997
Other liabilities     976 10
Deferred purchase consideration     558 —
      15,344 10,837
21 deferred taxation
Deferred taxation assets and liabilities have been calculated based upon the expected rates at which these amounts would reverse. Deferred 
taxation assets and liabilities and the movement in these over the financial period are detailed below.
Deferred taxation liabilities/(assets) provided comprise:
    Short term Accelerated   
    timing capital Enterprise  
    differences allowances zone credit T otal 
   Note £’000 £’000 £’000 £’000
At 30 November 2006   (116)  7 — (109)
Charged/(credited) to the income statement   547 137 (375) 309
Exchange differences   (25) — 15 (10)
Acquired on business combinations   267 — — 267
At 30 November 2007   673 144 (360) 457
Credited to the income statement   (189) — — (189)
Acquired on business combinations  30 146 — — 146
Discontinued operations   (642) (144) (360) (426)
At 31 March 2009   (12) — — (12)
There are no unprovided deferred taxation assets or liabilities.
22 called up Share capital
      Number of Ordinary 
      ordinary shares shares 
      ‘000 £’000
At 1 December 2006     6,503 8,922
Reverse acquisition conversion     93,497 (7,922)
Issue of ordinary shares     6,100 61
At 30 November 2007     106,100 1,061
Issue of ordinary shares     2,973 30
At 31 March 2009     109,073 1,091 Sdi Group plc Annu Al report And Accounts 2009  43
22 called up Share capital CONTINUED
The comparative share capital at 30 November 2006 on the consolidated balance sheet is that of SDI Industries Inc. SDI Industries Inc. had 
10,000,000 authorised ordinary shares with a nil par value, of this 6,503,000 ordinary shares were issued and the called up share capital was 
£8,922,000. As at 31 March 2009 there are no unpaid issued shares (30 November 2007: nil). Amounts receivable from shareholders in respect 
of these unpaid shares total £nil (30 November 2007: £nil).
The reverse acquisition conversion brings the share capital of SDI Industries Inc. in alignment with SDI Group plc’s share capital.
Details of the issue of ordinary shares are included in note 9 to the Company financial statements.
23 reServeS
i) retained earninGS
      As at As at 
      31 March 30 November 
      2009 2007 
      £’000 £’000
At beginning of financial period     13,559 11,430
Retained (loss)/profit for the period     (12,306) 2,854
Reverse acquisition reserve released on discontinued operations     577 —
Dividends paid     (982) (725)
At end of financial period     848 13,559
The comparative retained earnings as at 30 November 2006 on the consolidated balance sheet is that of SDI Industries Inc. 
Offset within retained earnings is an amount of £nil (30 November 2007: £3,519,000) representing the cost of own shares held. 
On 9 June 2008 a dividend was paid of £0.009 per share totalling £981,657 (30 November 2007: £0.11 per share totalling £725,000). 
ii) Share premium
      As at As at 
      31 March 30 November 
      2009 2007 
      £’000 £’000
At beginning of financial period     2,608 —
Issue of new shares      1,350 50,706
Issue cost on share placing     (5) (1,323)
Reverse acquisition conversion     — (46,775)
At end of financial period     3,953 2,608
In accordance with IFRS 3, ‘Business Combinations’, the Group’s share premium reflects SDI Group plc’s equity structure. Further details on the 
movements in share premium can be found in note 10 to the Company financial statements.
iii) other reServeS
     Other   Reverse  
  Share Other  reserves – Translation acquisition  
  options reserves associates reserve reserve T otal 
  £’000 £’000 £’000 £’000 £’000 £’000
At 1 December 2006 338 (11,606) 330 (1,160) — (12,098)
Reverse acquisition conversion (338) 11,606 (315) — 18,359 29,312
Currency translation differences — — — (409) — (409)
Merger acquisition (note 30) — (3,998) — — — (3,998)
Share of movement in associates’ other reserves — — (15) — — (15)
Employee share option charge 28 — — — — 28
At 30 November 2007 28 (3,998) — (1,569) 18,359 12,820
Realised on discontinued operations — 3,998 — — (4,575) (577)
Currency translation differences — — — 4,552 — 4,552
Employee share option charge 42 — — — — 42
At 31 March 2009 70 — — 2,983 13,784 16,837 Sdi Group plc Annu Al report And Accounts 2009 44
noteS to the conSolidated financial information CONTINUED
24 minority intereSt
      As at As at 
      31 March 30 November 
      2009 2007 
      £’000 £’000
At beginning of financial period     — 209
Retained profit for the financial period     — 39
Acquisition of minority interests     — (251)
Currency translation differences     — 3
At end of financial period     — —
The minority interests were acquired on 2 July 2007 as disclosed in note 30.
25 Share optionS
Share options are granted to directors and to selected employees. All options are equity settled. The exercise price of all granted options in the 
period 1 December 2007 to 31 March 2009 is as the following table. Options awarded are exercisable as described below. Movements in the 
number of share options outstanding are as follows:
      As at As at 
      31 March 30 November 
      2009 2007 
      number  Number 
      of options of options 
      ‘000s ‘000s
At beginning of financial period     2,211 —
Granted     250 2,211
Lapsed     (654) —
At end of financial period     1,807 2,211
There were no options exercised in the period 1 December 2007 to 31 March 2009 (30 November 2007: nil). No options were exercisable at 
31 March 2009.
The 1,807,000 options outstanding at 31 March 2009 were granted as follows:
    5 February 25 June 25–30 June 25 June 
Grant date   2009  2007
†
 2007 2007
†
Share price at grant date   £0.03 £0.49 £0.49 £0.49
Exercise price   £0.03 £0.49 £0.49 £0.49
Number of options originally granted   250,000 428,571 700,000 428,571
Vesting period   3 yrs 3.7 yrs 3 yrs 2.7 yrs
Expected volatility*   54% 15% 15% 15%
Contractual option life   10 yrs 10 yrs 10 yrs 10 yrs
Expected life   3 yrs 3.7 yrs 3 yrs 2.7 yrs
Risk‑free rate   5.0% 5.0% 5.0% 5.0%
Expected dividend yield   0% 0% 0% 0%
Expected forfeitures   0% 0% 0% 0%
Fair value per option   £0.01 £0.10 £0.09 £0.08
*  The expected volatility is estimated based on the volatility of the share price since listing bench marked against the volatility of competitors in the same market. 
The history of SDI Group was felt to be unrepresentative because it was a short period so a rate of 15% was used. The expected life is considered to be equal 
to the vesting period. The risk‑free rate of return is the yield on zero‑coupon UK government bonds of a term consistent with the expected option life.
†  These options are subject to the rules of the Share Option Plan and the requirements noted below, each of these options were exercisable on the attainment 
of a specified earnings per share target for the preceding year.
Options are not exercisable later than midnight on the day before the tenth anniversary of the date of grant. No options have been granted to or 
exercised by directors between the balance sheet date and the date of approval of the financial statements. Options were granted at no cost to 
the directors. At 31 March 2009 the market price of the Company’s shares was 1.6p and the range during the financial period was 1.5p to 51p.
The total fair value of the share options is £128,000 which is recognised as an expense over the vesting period. At 31 March 2009, £70,000 has 
been recognised as an expense. Sdi Group plc Annu Al report And Accounts 2009  45
26 financial inStrumentS
The Group has no derivative financial instruments and does not hedge its investments in overseas entities. Disclosures in relation to the Group’s 
non‑derivative financial instruments are set out below.
Short term receivaBleS and payaBleS
Short term receivables and payables have been excluded from the fair value disclosures, as the carrying value is considered to be an appropriate 
approximation to fair value.
intereSt rate riSK profile of financial aSSetS and liaBilitieS
The Group has no financial liabilities as all the Group’s creditors falling due within one year do not meet the definition of a financial liability.
The interest rate risk profile of the Group’s financial assets for the financial period was:
financial aSSetS
The Group has no financial assets which earn interest other than cash. 
BorrowinG facilitieS
The Group has no undrawn committed borrowing facilities in any of the years presented.
27 caSh flow Generated from operationS
      sixteen month  
      period ended Year ended 
      31 March 30 November 
      2009 2007 
      £’000 £’000
(Loss)/profit before income tax     (1,584) 1,056
Adjustments for:      
Amortisation of intangible assets     573 472
Depreciation of tangible fixed assets     664 145
Employee share option charge     42 28
Loss on the disposal of plant, property and equipment     112 20
Interest expense     100 38
Interest income     (255) (120)
Changes in working capital:      
(Increase)/decrease in inventories     (2,578) 529
(Increase)/decrease in trade and other receivables     (6,527) 4,767
Increase/(decrease) in trade and other payables     9,230 (3,699)
Total net cash flow (used in)/generated from operations     (223) 3,236
Aggregate cash flows arising from business combinations are presented separately on the face of the cash flow statement and are classified as 
investing activities, in accordance with IAS 7 ‘Cash Flow Statements’. Therefore, movements in working capital included within operating cash flows 
and presented above exclude working capital changes arising from business combinations.
28 operatinG leaSe commitmentS
The future minimum lease payments in respect of non‑cancellable leases for property, plant and machinery are as follows: 
      As at As at 
      31 March 30 November 
      2009 2007 
      £’000 £’000
Expiring within:      
One year     645 574
Two to five years     2,435 1,608
More than five years     574 233
      3,654 2,415
The Group leases office and workshop facilities in various locations under non‑cancellable operating lease agreements. The leases have varying 
terms, escalation clauses and renewal rights.
The Group also leases various plant and machinery under cancellable operating lease agreements. The lease expenditure charged to the income 
statement during the financial period is disclosed in note 6. Sdi Group plc Annu Al report And Accounts 2009 46
noteS to the conSolidated financial information CONTINUED
29 contractS in proGreSS
The total effect of contracts in progress at the end of the financial period is as follows:
      As at As at 
      31 March 30 November 
      2009 2007 
      £’000 £’000
Aggregate amount of revenues incurred     17,971 19,501
Aggregate amount of costs incurred     (15,258) (14,264)
Aggregate amount of profits recognised     2,713 5,237
There were 37 contracts in progress at 31 March 2009 (30 November 2007: 92).
30 BuSineSS comBinationS durinG the period
On 11 April 2008, SDI Group plc exchanged 2,973,077 shares, and £803,000 cash for 100% of the voting shares of PEP Fordertechnik GmbH, PEP 
Anlagenbau GmbH, PEP Systemtechnik GmbH and Innova Plast Kunststofftechnik GmbH, a group of privately held, Germany based companies. 
The acquisition was accounted for in accordance with IFRS 3, ‘Business Combinations’ using the purchase method. The fair value of the shares 
is taken as the price on the date of completion.
The acquired businesses contributed revenues of £12,429,000 and loss before tax after the amortisation of the backlog and contract pipeline 
of £72,000 to the Group for the period 11 April 2008 to 31 March 2009.
Details of net assets acquired and goodwill are as follows:
       £‘000
Purchase consideration:      
– fair value of shares issued      1,375
– fair value of cash paid      803
– direct costs relating to the acquisition      133
T otal purchase consideration      2,311
Fair value of net assets acquired      (187)
Goodwill      2,124
The consideration includes deferred consideration of £558,000, (2007: nil), of which £278,000 is due within twelve months, £280,000 is due in more 
than twelve months.
The goodwill is attributable to the workforce of the acquired businesses.
Goodwill is determined provisionally on these fair values. IFRS 3 allows twelve months for the finalisation of the goodwill calculation in order to adjust 
for estimates such as taxation. Management do not expect any significant changes.
The assets and liabilities as of 11 April 2008 arising from the acquisition of PEP Fordertechnik GmbH, PEP Anlagenbau GmbH, PEP Systemtechnik GmbH 
and Innova Plast Kunststofftechnik GmbH are as follows:
       Acquiree’s 
      f air carrying 
      value amount 
      £‘000 £‘000
Cash and cash equivalents     739 739
Property, plant and equipment     311 128
Intangible assets     344 6
Inventories     427 427
Trade and other receivables     1,805 1,805
Trade and other payables     (3,293) (3,293)
Deferred tax liability     (146) —
Net assets acquired     187 (188)
The fair value of the intangible assets includes £338,000 for the valuation of the backlog and sales pipeline and the fair value of the tangible assets 
includes £183,000 for tooling. Sdi Group plc Annu Al report And Accounts 2009  47
30 BuSineSS comBinationS durinG the prior period CONTINUED
On 2 July 2007, SDI Group plc exchanged 53,879,250 shares for 100% of the voting shares of SDI Industries Inc., a privately held, US based company. 
The acquisition was accounted for as a reverse acquisition in accordance with IFRS 3, ‘Business Combinations’ using the purchase method whereby 
SDI Industries Inc. was the ‘acquirer’ and SDI Group plc the ‘acquiree’. On 2 July 2007, SDI Group plc also acquired the following companies:
       Shares 
     Country of Acquired exchanged 
Name    incorporation % Number
MSM‑Automations GmbH & Co. KG    Germany 33.3 1,707,846
SDI Promech BV    Holland 33.3 1,024,850
SDIGreenstone Limited
1
   United Kingdom 80 19,356,372
Real Time Integration, Inc.
1
   United States 100 10,825,600
SDIGreenstone Iberia S.L.    Spain 100 3,023,160
Asesorias, Ingenieria y Sistemas Logisticos S.A.    Chile 100 4,102,933
SDI Industries Italia Srl
2
    Italy 33 1,015,476
SDI Industries France, S.A.S.
2
    France 35 2,513,046
1
  SDIGreenstone Limited held a shareholding of 33.3% in SDI Promech BV, 27.8% in MSM Automations GmbH & Co. KG, 14% of SDI Industries Italia Srl and 10% of SDI 
Industries France S.A.S. Real Time Integration, Inc. held an 11.1% shareholding in MSM‑Automations GmbH & Co.KG.
2
  SDI Industries Italia Srl and SDI Industries France S.A.S. were already subsidiaries of SDI Industries Inc. and are therefore not accounted for in the information below, 
but as an acquisition of a minority interest (note 24).
On completion of the acquisitions, the Group held 100% of the companies listed above.
All companies consult, design, manufacture, and integrate systems to retail, wholesale, fulfilment and e‑commerce industries for all aspects of 
distribution centre materials handling. The acquired businesses contributed revenues of £12,315,000 and profit before tax after the amortisation 
of the backlog and contract pipeline of £975,000 to the Group for the period 2 July 2007 to 30 November 2007.
All companies except for Real Time Integration, Inc. have been accounted for using the purchase method of accounting in accordance with IFRS 3, 
‘Business combinations’. Real Time Integration, Inc. was under common control with SDI Industries Inc., as the voting power on Real Time Integration, 
Inc’s board of directors was held by the executives of the board of SDI Industries Inc. therefore, IFRS 3 has not been applied and predecessor 
accounting has been used. Real Time Integration, Inc. was purchased for £5,305,000 plus acquisition costs of £50,000. Net assets with a book 
value of £1,357,000 were acquired as below and the difference between the purchase price and the net assets has been recorded to reserves. 
The assets and liabilities as of 2 July 2007 arising from the acquisition of Real Time Integration Inc. were as follows:
       Acquiree’s  
       carrying  
       amount 
       £’000
Cash and cash equivalents      331
Property, plant and equipment      36
Investment in associates      59
Trade and other receivables      1,693
Trade and other payables      (762)
Net assets      1,357 Sdi Group plc Annu Al report And Accounts 2009 48
noteS to the conSolidated financial information CONTINUED
30 BuSineSS comBinationS durinG the prior period CONTINUED
Detail of the cash flow effect of the acquisition of Real Time Integration, Inc. was as follows:
      Note £’000
Purchase consideration settled in cash      50
Cash and cash equivalents in subsidiaries acquired      (331)
Cash inflow from acquisitions      (281)
Details of net assets acquired and goodwill are as follows:
       £’000
Purchase consideration:      
– Fair value of shares issued      15,320
– Direct costs relating to the acquisition      579
T otal purchase consideration      15,899
Fair value of net assets acquired      (3,310)
Goodwill     13 12,589
The goodwill is attributable to the workforce of the acquired businesses.
Detail of the cash flow effect of the acquisitions is as follows:
       £’000
Purchase consideration settled in cash      579
Cash and cash equivalents in subsidiaries acquired      (2,280)
Cash inflow from acquisitions      (1,701)
The total fair value of all the issued equity instruments of SDI Group plc just prior to the merger was used as the basis for determining the cost 
of the combination because the fair value of SDI Industries Inc. shares, as a privately held company was not readily determinable. 
On 22 December 2008 SDI Group plc disposed of its entire holding in SDI Industries, Inc., together with other US subsidiary companies including 
Real Time Integration, Inc. and Asesorias, Ingenieria y Sistemas Logisticos S.A.
The assets and liabilities as of 2 July 2007 arising from the acquisition of SDI Group UK Limited (formerly known as SDIGreenstone Limited) were 
as follows:
       Acquiree’s  
      Fair carrying  
      value amount 
      £’000 £’000
Cash and cash equivalents     1,431 1,431
Property, plant and equipment     358 358
Intangible assets     702 13
Investment in associates     389 389
Inventories     242 242
Trade and other receivables     5,737 5,737
Trade and other payables     (5,440) (5,440)
Deferred tax     (195) 12
Net assets     3,224 2,742
Minority interests     (645) 
Net assets acquired     2,579 
Purchase consideration     9,843 
The fair value of the intangible assets includes £689,000 for the valuation of the backlog and sales pipeline. As 80% was acquired this is capitalised 
at £551,000. The minority interest was held by SDI Industries, Inc. Sdi Group plc Annu Al report And Accounts 2009  49
30 BuSineSS comBinationS durinG the prior period CONTINUED
The assets and liabilities as of 2 July 2007 arising from the acquisition of SDIGreenstone Iberia S.L., SDI Promech BV , MSM‑Automations GmbH & Co. Kg 
and SDI Group plc are summarised as they are not individually considered material:
       Acquiree’s  
      Fair carrying  
      value amount 
      £’000 £’000
Cash and cash equivalents     493 493
Property, plant and equipment     103 103
Intangible assets     451 411
Inventories     1,119 1,119
Trade and other receivables     2,778 2,778
Trade and other payables     (3,744) (3,744)
Deferred tax liabilities     (36) (24)
Net assets     1,164 1,136
Minority interests     (715) 
Net assets acquired     449 
Purchase consideration      2,927 
The fair value of the intangible assets includes £40,000 for the valuation of the backlog and sales pipeline.
The minority interests were held by SDI Industries, Inc. and SDI Group UK Limited (formerly known as SDIGreenstone Limited).
The assets and liabilities as of 2 July 2007 arising from the acquisition of Asesorias, Ingenieria y Sistemas Logisticos S.A. was as follows:
       Acquiree’s  
      Fair carrying  
      value amount 
      £’000 £’000
Cash and cash equivalents     356 356
Property, plant and equipment     107 107
Intangible assets     261 —
Investment in associates     77 77
Inventories     21 21
Trade and other receivables     150 150
Trade and other payables     (612) (612)
Deferred tax liabilities     (78) —
Net assets     282 99
Minority interests     — 
Net assets acquired     282 
Purchase consideration      2,086 
The fair value of the intangible assets includes £261,000 for the valuation of the backlog and sales pipeline.
In addition to the above acquisitions a purchase of trade from SDIGreenstone BV, Holland was made for £1,043,000, including £38,000 of costs, 
resulting in £1,043,000 of goodwill through issuing 2,051,466 shares.  Sdi Group plc Annu Al report And Accounts 2009 50
noteS to the conSolidated financial information CONTINUED
31 related party tranSactionS
The following transactions were carried out with related parties:
i) SaleS of GoodS and ServiceS
      sixteen month  
      period ended Year ended 
      31 March 30 November 
      2009 2007 
      £’000 £’000
Associates     — 428
Discontinued operations     1,278 —
Entities controlled by key management personnel     42 1
      1,320 429
Sales of goods and services are negotiated with related parties on a cost‑plus basis, allowing a margin ranging from 0% to 50%. The entities controlled 
by key management personnel are various companies controlled by Mr G Smith (and for year ended 30 November 2007 Mr D De Sanctis), directors 
of the Group during the period.
ii) purchaSeS of GoodS and ServiceS
      sixteen month  
      period ended Year ended 
      31 March 30 November 
      2009 2007 
      £’000 £’000
Associates     — 244
Discontinued operations     584 —
Entities controlled by key management personnel     1,000 527
      1,584 771
Purchases of goods and services are negotiated with related parties on a cost‑plus basis, allowing a margin ranging from 0% to 50%. The entities 
controlled by key management personnel are various companies controlled by Mr G Smith (and for year ended 30 November 2007 Mr D De Sanctis), 
directors of the Group during the period. Sdi Group plc Annu Al report And Accounts 2009  51
31 related party tranSactionS CONTINUED
iii) year‑end BalanceS ariSinG from SaleS/purchaSeS of Good and ServiceS
      As at As at 
      31 March 30 November 
      2009 2007 
     Note £’000 £’000
Receivables from related parties:    18  
Associates     — 91
Discontinued operations     190 —
Entities controlled by key management personnel     14 76
      204 167
Payables to related parties:    20  
Discontinued operations     114 —
Entities controlled by key management personnel     113 75
      227 75
The receivables from related parties arise mainly from the sales transactions and are due under normal business terms. The receivables are unsecured 
and bear no interest.
The payables to related parties arise mainly from the purchase transactions and are due under normal business terms. The payables are unsecured 
and bear no interest.
iv) l oanS to related partieS
      As at As at 
      31 March 30 November 
      2009 2007 
      £’000 £’000
Entities controlled by key management personnel     — 19
      — 19
In the year ended 30 November 2007 the Entities controlled by key management personnel are various companies controlled by Mr D De Sanctis 
and Mr G Smith, executive directors of the Group during the period. 
The loans to related parties were unsecured, non‑interest bearing and have no fixed terms of repayment. Sdi Group plc Annu Al report And Accounts 2009 52
company Balance Sheet
AS AT 31 MARCH 2009
      As at As at 
      31 March 30 November 
      2009 2007 
     Note £’000 £’000
Fixed assets      
T angible assets    4 10 11
Investments    5 2,205 2,676
      2,215 2,687
current assets      
Debtors    6 6,654 204
Cash at bank and in hand     832 1,520
      7,486 1,724
Creditors: amounts falling due within one year    7 (799) (191)
Net current assets     6,687 1,533
Net assets     8,902 4,220
capital and reserves      
Called up share capital    9 1,091 1,061
Share premium    10 2,603 2,608
Other reserves    10 70 28
Profit and loss account    10 5,138 523
T otal shareholders’ funds    11 8,902 4,220
The Company has taken an exemption under FRS 1, ‘Cash Flow Statements’ from publishing a cash flow statement.
The Company has elected to take the exemption under Section 230 of the Companies Act 1985 not to present the parent company profit 
and loss account.
The profit for the Company for the 16 month period was £5,597,000 (298 day period to 30 November 2007: £523,000). 
The notes on pages 53 to 57 are an integral part of these financial statements. The financial statements on pages 52 to 57 were approved by the 
Board of directors on 2 July 2009 and were signed on its behalf by:
Gary p yle
director Sdi Group plc Annu Al report And Accounts 2009  53
noteS to the company financial information
1 General information
SDI Group plc (‘the Company’) was formed as a limited liability company under the name SDI Group Limited on 5 February 2007. It re‑registered 
as a public limited company on 25 June 2007. The Company is a holding company for a group of companies that consult, design, manufacture, 
and integrate systems to retail, wholesale, fulfilment and e‑commerce industries for all aspects of distribution centre materials handling.
The Company is domiciled in the United Kingdom. The address of its registered office is 20 Somers Road, Rugby, Warwickshire CV22 7DH, UK. 
2 accountinG policieS 
a) BaSiS of preparation 
The Company financial statements have been prepared under the historical cost convention and in accordance with applicable accounting standards 
in the United Kingdom and the Companies Act 1985. 
A summary of the more important accounting policies, which have been reviewed by the Board of directors in accordance with Financial Reporting 
Standards (‘FRS’) 18 ‘Accounting policies’ and have been applied consistently, is set out below.
B) fixed aSSetS
i) owned Assets
Fixed assets are stated at cost less accumulated depreciation and impairment losses (see accounting policy on impairment).
Where parts of an item of fixed assets have different useful lives, they are accounted for as separate items of fixed assets.
ii) depreciA tion
Depreciation is provided on a straight‑line basis at rates calculated to write off the cost or valuation less estimated residual value of each asset 
over its expected useful life as follows:
Fixtures, fittings, tools and equipment – three years
The residual value, if not insignificant, and the useful economic life of the assets are reassessed annually.
c) inveStmentS
Investments are stated at cost less any amount provided for to reflect a permanent diminution in value.
d) impairment
The need for any fixed asset impairment write down is assessed by comparison of the carrying value of the asset against the higher of realisable 
value and value in use.
e) t axation
Provision is made for deferred tax liabilities and assets, using full provision accounting, otherwise known as the incremental liability method, 
when an event has taken place by the balance sheet date which gives rise to an increased or reduced tax liability in the future in accordance 
with FRS 19. Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the timing differences are 
expected to reverse based on tax rates and laws that have been enacted or substantially enacted by the balance sheet date. Deferred tax 
is measured on a non‑discounted basis.
f) Share ‑BaSed payment
The fair value of employee share plans is calculated using a Black‑Scholes model. In accordance with FRS 20 ‘Share‑based payment’ the resulting 
cost is charged to the income statement over the vesting periods of the plans. The value of the charge is adjusted to reflect the expected and actual 
levels of options vesting.
G) foreiGn currency tranSlation
Assets and liabilities are translated into Sterling at the rate of exchange ruling at the balance sheet date. Foreign currency trading transactions 
are translated at the rate ruling at the time of the transaction. All foreign currency exchange differences are dealt with in the profit and loss account 
for the period.
h) financial inStrumentS
The Company does not have any financial instruments other than debtors, creditors and cash. Due to the short term nature of these balances, 
the Company considers the fair value of these items equal to the carrying value. Sdi Group plc Annu Al report And Accounts 2009 54
noteS to the company financial information CONTINUED
2 accountinG policieS CONTINUED
i) operatinG leaSeS
Rental payments under operating leases are charged to the income statement on a straight‑line basis. Benefits received as an incentive to enter 
into an operating lease are also spread on a straight‑line basis over the term of the lease.
J) related party tranSactionS
The Company has taken advantage of the exemption available to parent companies under FRS 8 ‘Related Party Disclosures’, whereby transactions 
between Group entities that have been eliminated on consolidation are not required to be disclosed. 
3 Staff numBerS and coStS
The average number of persons employed by the Company (including executive directors) during the year was as follows:
      sixteen month 298 day 
      period ended period ended 
      31 March 30 November 
      2009 2007 
      number Number
Administration     5 3
The aggregate payroll costs of these persons were as follows:
      sixteen month 298 day 
      period ended period ended 
      31 March 30 November 
      2009 2007 
      £’000  £’000
Wages and salaries     704 267
Social security costs     86 32
Employee share option charge     42 28
      832 327
For directors’ emoluments see note 8 to the consolidated financial statements.
4 t anGiBle fixed aSSetS
       Fixtures,  
       fittings,  
       tools and  
       equipment 
       £’000
cost
At 30 November 2007      14
Additions      8
At 31 March 2009      22
depreciation      
At 30 November 2007      3
Depreciation for the period      9
At 31 March 2009      12
Net book value      
At 30 November 2007      11
At 31 March 2009      10 Sdi Group plc Annu Al report And Accounts 2009  55
5 fixed aSSet inveStmentS
       £’000
Cost and net book value at 30 November 2007      2,676
Additions      1,554
Disposals      (2,025)
Cost and net book value at 31 March 2009      2,205
      As at As at 
      31 March 30 November 
      2009 2007 
      £’000 £’000
Unlisted investments     2,205 2,676
Details of the additions are included in note 30 to the consolidated financial statements.
The above investments are as follows:
     Interest Interest 
     held by held within 
    Country of Company the Group 
Name   incorporation % %
SDI Group UK Limited (formerly SDIGreenstone Limited)   United Kingdom 100 100
SDI Industries France S.A.S.   France 100 100
SDI Group France S.A.S.   France 100 100
SDI Industries Italia srl.   Italy 100 100
SDI Group Italia srl.   Italy 100 100
MSM‑Automations GmbH & Co KG   Germany 33 100
SDIGreenstone Iberia S.L.   Spain 0 100
SDI Group Holland BV (formerly SDI Promech BV)   The Netherlands 0 100
SDI Group Germany GmbH   Germany 100 100
EOC Consulting Limited   United Kingdom 50 100
MSM Verwaltungs GmbH   Germany 0 100
The investments within the Group also include the purchase of trade from SDIGreenstone BV a Dutch trading company.
6 deBtorS
      As at As at 
      31 March 30 November 
      2009 2007 
     Note £’000 £’000
Other debtors     147 24
Amounts due from Group undertakings     6,468 68
Prepayments     39 35
Deferred tax asset    8 — 77
      6,654 204
Amounts due from Group undertakings are unsecured, non‑interest bearing and have no fixed terms of repayment. Sdi Group plc Annu Al report And Accounts 2009 56
noteS to the company financial information CONTINUED
7 creditorS: amountS fallinG due within one year
      As at As at 
      31 March 30 November 
      2009 2007 
      £’000 £’000
Trade creditors     145 90
Amounts due to Group undertakings     — 56
Social security and other taxes     39 20
Accruals     57 25
Deferred purchase consideration     558 —
      799 191
8 deferred taxation
Deferred taxation assets provided comprise:
      Short term  
      timing  
      differences T otal 
      £’000 £’000
At 30 November 2007 (included in debtors)     77 77
Profit and loss account     (77) (77)
At 31 March 2009 (included in debtors)     — —
There are no unprovided deferred taxation assets or liabilities.
Deferred tax relating to timing differences which are expected to reverse is measured at the tax rate of 28% as this is the tax rate that will apply 
on reversal.
9 Share capital
      Number of   
      ordinary Ordinary 
      shares shares 
      ‘000s £’000
At 30 November 2007     106,100 1,061
Allotted during the period     2,973 30
At 31 March 2009     109,073 1,091
The total authorised number of ordinary shares is 200 million shares.
On 16 April 2008 the Company issued a total of 2,973,077 ordinary shares to £0.01 nominal value at a price of £0.465 in part consideration for the 
100% acquisition of the PEP group of companies.
Details of share‑based payments schemes operated by the Company are included in note 25 to the consolidated financial statements.  Sdi Group plc Annu Al report And Accounts 2009  57
10 reServeS
    Share Share Profit and  
    premium options loss account T otal 
    £’000 £’000 £’000 £’000
At 30 November 2007   2,608 28 523 3,159
Issue costs on share placing   (5) — — (5)
Profit for the financial period   — — 5,597 5,597
Dividends paid   — — (982) (982)
Employee share option charge   — 42 — 42
At 31 March 2009   2,603 70 5,138 7,811
11 reconciliation of movement in ShareholderS’ fundS
      sixteen month 298 day 
      period ended period ended 
      31 March 30 November 
      2009 2007 
      £’000 £’000
Profit for the financial period     5,597 523
Dividends paid     (982) —
Issue of new shares      30 51,767
Issue costs on share placing     (5) (1,323)
Merger relief     — (46,775)
Employee share option charge     42 28
Opening shareholders’ funds     4,220 —
Closing shareholders’ funds     8,902 4,220
12 operatinG leaSe commitmentS
The future minimum lease payments in respect of non‑cancellable leases for land and buildings are as follows: 
      As at As at 
      31 March 30 November 
      2009 2007 
      £’000 £’000
Expiring within:      
Two to five years     44 —
More than five years     — 44
      44 44 Sdi Group plc Annu Al report And Accounts 2009 58
independent auditorS’ report 
TO THE MEMBERS OF SDI GROUP PLC
We have audited the parent company financial statements of SDl Group pic for the 16 month period ended 31 March 2009 which comprise 
the balance sheet and the related notes. These parent company financial statements have been prepared under the accounting policies set 
out therein.
We have reported separately on the Group financial statements of SDl Group plc for the 16 month period ended 31 March 2009.
reSpective reSponSiBilitieS of directorS and auditorS 
The directors’ responsibilities for preparing the Annual Report and the parent company 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 parent company 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 parent company financial statements give a true and fair view and whether the parent company 
financial statements have been 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 parent company financial statements. The information given in the Directors’ 
report includes that specific information presented in the Chairman’s statement and Chief Executive’s 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 other information contained in the Annual Report and consider whether it is consistent with the audited parent company financial 
statements. The other information comprises only the Directors’ report, the Chairman’s statement, Chief Executive’s review, Report of the 
Remuneration Committee and Corporate Governance report. We consider the implications for our report if we become aware of any 
apparent misstatements or material inconsistencies with the parent company financial statements. Our responsibilities do not extend 
to any other information. Sdi Group plc Annu Al report And Accounts 2009  59
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 parent company financial statements. 
It is also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the parent company 
financial statements, and of whether the accounting policies are appropriate to the Company’s circumstances, consistently applied and 
adequately disclosed.
We planned and preformed 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 parent company 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 parent company financial statements.
opinion
In our opinion
  the parent company financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, 
of the state of the Company’s affairs as at 31 March 2009;
  the parent company 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 parent company financial statements.
pricewaterhouSecooperS llp
chartered accountantS and reGiStered a uditorS
camBridGe
2 July 2009 Sdi Group plc Annu Al report And Accounts 2009 60
notice of annual General meetinG
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at the offices of PricewaterhouseCoopers LLP 
at Abacus House, Castle Park, Cambridge CB3 0AN on 31 July 2009 at 11.30am to transact the following business:
ordinary BuSineSS
1.  To receive and adopt the accounts for the 16 month period ended 31 March 2009, together with the Reports of the Directors and of the 
Auditors thereon.
2.  (a)  T o reappoint PricewaterhouseCoopers LLP as auditors to the Company, to hold office until the conclusion of the next general meeting 
at which accounts are laid before the Company.
 (b) T o authorise the directors to determine the remuneration of the auditors of the Company.
3 T o re‑elect Mark McMenemy as a Director who retires by rotation in accordance with Article 110 of the Company’s Articles of Association.
4.  T o re‑elect Gordon Smith as a Director, who retires by rotation, in accordance with Article 110 of the Company’s Articles of Association.
5. T o approve the Directors’ remuneration report for the 16 month period ended 31 March 2009.
T o transact any other ordinary business of the Company.
Special BuSineSS
As special business, to consider and if thought fit pass the following resolutions which will be proposed as to resolution 6 as an ordinary resolution 
and as to resolutions 7, 8 and 9 as special resolutions:
6.  THAT , subject to and in accordance with Article 16 of the Articles of Association of the Company, the directors be generally and unconditionally 
authorised in accordance with Section 80 of the Companies Act 1985 (in substitution for any existing authority to allot relevant securities) to exercise 
all the powers of the Company to allot relevant securities (within the meaning of Section 80 of the Companies Act 1985) up to a maximum nominal 
amount of £363,576.92 (being approximately one third of the current issued share capital) provided that such authority shall expire on the conclusion 
of the Annual General Meeting of the Company to be held in 2010 or on 31 October 2010, whichever is earlier, but so 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 of such offer or agreement as if the authority conferred by this resolution had not expired.
7.  THAT , subject to the passing of resolution 6 as set out in the notice of this meeting, and in accordance with Article 17 of the Articles of Association 
of the Company, the directors be empowered pursuant to Section 95 of the Companies Act 1985 to allot equity securities (as defined in Section 94 
of the Companies Act 1985) for cash pursuant to the general authority conferred by resolution 6 as set out in the notice of this meeting and sell 
relevant shares (as defined in Section 94 of the Companies Act 1985) held by the Company as treasury shares (as defined in Section 162A of 
the Companies Act 1985) for cash, as if Section 89(1) of the Companies Act 1985 did not apply to such allotment or sale, provided that this 
power shall be limited to allotments of equity securities and the sale of treasury shares:
 (i)   in connection with or pursuant to an offer by way of rights, open offer or other pre‑emptive offer to the holders of shares in the Company and 
other persons entitled to participate therein in proportion (as nearly as practicable) to their respective holdings, subject to such exclusions or 
other arrangements as the directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems 
under the laws of any territory or the regulations or requirements of any regulatory authority or any stock exchange in any territory; and
 (ii)   otherwise than pursuant to sub‑paragraph (i) above, up to an aggregate nominal amount of £54,536.54.
  and such power shall expire on the conclusion of the Annual General Meeting of the Company to be held in 2010 or on 31 October 2010, 
whichever is earlier, but so that the Company may before such expiry make an offer or agreement which would or might require equity securities 
to be allotted or treasury shares to be sold after such expiry, and the directors may allot equity securities or sell treasury shares in pursuance 
of such offer or agreement as if the power conferred by this resolution had not expired. Sdi Group plc Annu Al report And Accounts 2009  61
Special BuSineSS CONTINUED
8.  THAT , the Company be generally and unconditionally authorised, pursuant to Article 9 of the Articles of Association of the Company and 
pursuant to Section 166 of the Companies Act 1985, to make market purchases (as defined in Section 163 of the Companies Act 1985) of 
up to 10,907,730 ordinary shares of 1p each in the capital of the Company (being approximately 10% of the current issued ordinary share 
capital of the Company) on such terms and in such manner as the directors of the Company may from time to time determine, provided that:
 (a)  the amount paid for each share (exclusive of expenses) shall not be more than the higher of (1) 5% above the average of the middle market 
quotation for ordinary shares as derived from the AIM Appendix to the Daily Official List of London Stock Exchange for the five business days 
before the date on which the contract for the purchase is made and (2) an amount equal to the higher of the price of the last independent 
trade and current independent trade bid as derived from the London Stock Exchange Trading system, or less than 1p per share; and
 (b)  the authority herein contained shall expire at the conclusion of the next Annual General Meeting of the Company or on 30 January 2011, 
whichever is earlier, provided that the Company may, before such expiry, make a contract to purchase its own shares which would or might 
be executed wholly or partly after such expiry, and the Company may make a purchase of its own shares in pursuance of such contract as 
if the authority hereby conferred hereby had not expired.
9.  THAT , the Articles of Association set out in the document produced to this meeting and signed by the Chairman of the meeting for the purposes 
of identification be and are hereby approved and adopted as the Articles of Association of the Company in substitution for and to the exclusion 
of all existing Articles of Association of the Company.
By order of the Board
Gary p yle reGiStered office:
Secretary 20 SomerS road
2 July 2009 ruGB y  w arK wicKShire
  cv22 7dh
  f ax: +44 (0) 1788 574696
noteS:
1.  Copies of the following documents will be available for inspection at the registered office of the Company during usual business hours on any 
weekday (Saturdays and public holidays excluded) and at the place of the Annual General Meeting from at least 15 minutes prior to and until 
the conclusion of the Annual General Meeting:
	  service contracts and letters of appointment of each of the directors;
	  the proposed new Articles of Association of the Company (also available on the Investors pages (Company Reports) of the Company’s website);
	  the existing memorandum and articles of association of the Company (also available on the Investors pages (Company Reports) 
of the Company’s website); and
	  the existing articles of association of the Company marked to show the changes being proposed in resolution 9 (also available on 
the Investors pages (Company Reports) of the Company’s website).
2.  The total number of ordinary shares of 1p in issue as at 25 June 2009, the last practicable day before printing this document was 109,073,078 
ordinary shares and the total level of voting rights was 109,073,078, none of which were attached to shares held in treasury by the Company.
3.  In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in place at the meeting so that (i) if a corporate 
shareholder has appointed the Chairman of the meeting as its corporate representative with instructions to vote on a poll in accordance with the 
directions of all of the other corporate representatives for that shareholder at the meeting, then on a poll those corporate representatives will give 
voting directions to the Chairman and the Chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; 
and (ii) if more than one corporate representative for the same corporate shareholder attends the meeting but the corporate shareholder has 
not appointed the Chairman of the meeting as its corporate representative, a designated corporate representative will be nominated, from 
those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that 
designated corporate representative. Corporate shareholders are referred to the guidance issued by the Institute of Chartered Secretaries 
and Administrators on proxies and corporate representatives – www.icsa.org.uk – for further details of this procedure. The guidance includes 
a sample form of representation letter if the Chairman is being appointed as described in (i) above. A letter in this form would be acceptable 
to the Company and its Registrars. Sdi Group plc Annu Al report And Accounts 2009 62
noteS to the form of proxy 1. All members are entitled to attend and vote at the meeting, whether or not they have returned a form of proxy.
2.  If any other proxy is preferred, delete the words “the Chairman of the Meeting or;” insert the full name of the proxy or proxies you wish to appoint 
and initial the alternation. If you are appointing more than one proxy you must indicate the number of shares in respect of which you are making 
this appointment, you should include the number in the box provided for your first named proxy and either obtain (an) additional proxy form(s) 
from the Registrars or you may photocopy this form. Please return all the forms together and tick the box to indicate each form is one of multiple 
instructions being given. Please take care when completing the number of shares; if the total number of shares exceeds the total held by the 
member, all appointments may be invalid.
3.  A proxy need not be a member of the Company but must attend the meeting in person.
4.  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. In the case of an individual, the form of proxy must be signed by the individual or his attorney. 
5.  In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the 
votes of the other joint holders and for this purpose seniority shall be determined by the offer in which the names stand in the register of members.
6.  If you want your proxy to vote in a certain way on the resolutions, please insert “X” in the relevant box.
7.  The “Vote withheld” option is provided to enable you to abstain on any particular resolution. However, it should be noted that a “Vote withheld” 
is not a vote in law and will not be counted in the calculation of the proportion of votes “For” and “ Against” a resolution.
8.  If you select ‘Discretionary’ or fail to select any of the options, your proxy can vote as he or she chooses or can decide not to vote. Your proxy 
can also do this on any other resolution that is put to the meeting.
9.  If this form of proxy is returned duly signed but without any indication as to how the person appointed proxy shall vote, he will exercise 
his discretion as to how he votes and whether or not he abstains from voting.
10.  To be effective, this form of proxy, duly executed together with the power of attorney or other authority (if any) under which it is signed 
(or a notarially certified copy thereof) must be lodged at the Company Registrars not less than 48 hours (excluding any part of a day which 
is a non‑working day) before the time appointed for the holding of the meeting or adjourned meeting.
11.  Any alterations made in this form of proxy should be initialled.
12.  Appointment of a proxy will not preclude a member from attending and voting in person should be subsequently decide to do so.
13.  Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, only those shareholders registered in the register of members 
of the Company at 6.00pm on 29 July 2009 or, if the meeting is adjourned, shareholders on the Company’s register of members not later 
than 6.00pm on the day that is 48 hours before the time fixed for the adjourned meeting, shall be entitled to attend and vote at the meeting. 
14.  If two or more valid forms of proxy are delivered in respect of the same share, the one which was delivered last (regardless of its date or the 
date of its execution) will be valid. 
15.  In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in place at the meeting so that (i) if a corporate 
shareholder has appointed the Chairman of the meeting as its corporate representative with instructions to vote on a poll in accordance with the 
directions of all of the other corporate representatives for that shareholder at the meeting, then on a poll those corporate representatives will give 
voting directions to the Chairman and the Chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; 
and (ii) if more than one corporate representative for the same corporate shareholder attends the meeting but the corporate shareholder has 
not appointed the Chairman of the meeting as its corporate representative, a designated corporate representative will be nominated, from 
those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that 
designated corporate representative. Corporate shareholders are referred to the guidance issued by the Institute of Chartered Secretaries 
and Administrators on proxies and corporate representatives ‑ www.icsa.org.uk ‑ for further details of this procedure. The guidance includes 
a sample form of representation letter if the Chairman is being appointed as described in (i) above. A letter in this form would be acceptable 
to the Company and its Registrars. Sdi Group plc Annu Al report And Accounts 2009  63
form of proxy I/We .................................................................................................................................................................................................................................
of......................................................................................................................................................................................................................................
(Please insert full name(s) and address(es) in block letters – see note 1) 
being (a) member(s) of the above‑named Company, hereby appoint the Chairman of the meeting or 
.........................................................................................................................................................................................................................................
of......................................................................................................................................................................................................................................
(See note 2) 
as my/our proxy or proxies to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 31 July 2009 
at 11.30 am and at any adjournment of that meeting and to vote at that meeting as indicated below.
Please indicate how you wish your proxy or proxies to vote by inserting “ ” in the box below. Where no “ ” is inserted, and on any other 
resolutions proposed at the meeting, your proxy will vote or abstain from voting as he/she thinks fit. 
Please tick here if this proxy appointment is one of multiple proxies being made 
(and refer to note 2) 
resolutions For Against
Vote 
withheld
Discretionary
1 T o receive the Accounts for the 16 month period ended 31 March 2009
2 T o reappoint PricewaterhouseCoopers as auditors and to authorise the Directors 
to determine their remuneration
3 T o re‑elect Mark McMenemy as a Director
4 T o re‑elect Gordon Smith as a Director
5 T o approve the Directors’ remuneration report
6 T o authorise the directors to allot relevant securities pursuant to Section 80 of the 
Companies Act 1985
7 T o authorise the directors to allot equity securities pursuant to Section 95 of the 
Companies Act 1985
8 T o approve the purchase of shares pursuant to Section 166 of the Companies Act 1985
9 T o approve and adopt the new Articles of Association of the Company
Name(s) ..................................................................................................... Number of share(s) ...................................................................................
................................................................................................................... (See note 2)
(Block letters)
Address(es)
.........................................................................................................................................................................................................................................
.........................................................................................................................................................................................................................................
.........................................................................................................................................................................................................................................
(Block letters)
Dated  ..............................................................................................................................................................................................................................
Signature(s) .....................................................................................................................................................................................................................
or Common Seal .............................................................................................................................................................................................................
 business reply style
Business Reply
Licence Number
RRLU-BGHH-XJLX
Computershare Investor Services PLC
The Pavillions
Bridgwater Road
Bristol BS99 6ZY
first fold
second fold
third fold and tuck in corporate Statement SDI Group plc IS A le ADIn G 
Spec IAl ISt In the prov ISIon of 
Inte Gr Ate D m Ater IAl S h An Dl In G 
SolutIonS For internA tionAl 
ret Ail, WHolesAle, FulFilment And 
e-commerce distribution operA tions.
the Group’s collective experience and expertise 
encompasses the entire spectrum of distribution centre 
operation and infrastructure, from consultation, design 
and build to installation, maintenance and support. 
the Group designs solutions which improve productivity 
and retail sales margin while supporting sales growth. 
sdi Group has operations in the uK, France, Germany, 
italy, spain and the netherlands, ensuring that customers 
can benefit from the strength and expertise of the Group 
whilst benefiting from local market knowledge and support. 
sdi is committed to continuing to invest further within these 
local markets to grow its business.
 trAdinG operA tions SDI Group plc
Annu Al report And Accounts 2009
SDI Group plc
20 somers road 
rugby 
Warwickshire cV22 7dH
t el: +44(0) 1788 574666 
Fax: +44(0) 1788 574696 
www.sdigroup.com
SDI Group plc Annu Al report AnD AccountS 2009