Annual Report and Accounts 2004
Innovative solutions for 
a safer world
www.ﬁrsttech.co.uk First Technology 2004
Contents
Section One
01 Financial Highlights 
02 Chairman’s Statement 
04 Chief Executive’s Review 
14 Financial Review 
18 Directors and Advisers 
Section Two
20 Index to Section Two 
21 Directors’ Report 
23 Corporate Governance Report 
25 Social, Ethical and 
Environmental Report 
27 Remuneration Report 
31 Independent Auditors’ Report 
32 Group Proﬁt and Loss Account 
33 Balance Sheets 
34 Group Cash Flow Statement 
35 Principal Accounting Policies 
37 Notes to the Accounts 
58 Composition of the Group 
59 Notice of Meeting 
62 Five Year Financial Summary 
63 Group Addresses 
65 Financial Calendar 
First Technology’s mission is to utilise today’s most advanced technologies to create
and deliver high quality products and solutions which play a vital role in the safety,
comfort and protection of people around the globe and in monitoring the quality of
their environment.
Our goal is to build a global, world-class sensor-based business, which serves the
needs of our customers to the highest possible standards, delivers consistently high
returns for our shareholders and provides a challenging and rewarding place to work
for our staff.
The Group’s core divisions – Gas Sensing, Automotive & Special Products and
Safety & Analysis – operate from facilities in Europe, USA, Canada, Asia and 
the Caribbean.
First Technology PLC Automotive & Special Products
Design, development and manufacture of
automotive sensors and electronics, control
devices and precision ceramic components. 
Products include:
Accelerometers
Battery Cutoff Sensors
Absolute Position Sensors
Bend Sensors
Crash Sensors
Electromechanical Circuit Breakers
Thermal Protectors
Fuel System Components
Gas Sensing
An international market leader offering the 
broadest range of gas sensor technology 
within the industry. Products are primarily 
installed as part of Original Equipment 
Manufacturers’ (OEM’s) gas detection 
instruments. The Gas Sensing division’s 
technologies include:
Electrochemical Sensors (oxygen & toxic)
Catalytic Bead Sensors (Pellistors)
Infrared Sensors
Mixed Metal Oxide Semiconductor Gas Sensors
Non-invasive Oxygen Saturation Sensors
Portable Monitoring Devices, Breath Alcohol and 
Drug Abuse Testers
Life Safety Systems
Portable, Stand-alone and Fixed-location Detection Equipment
First Technology 2004
Safety & Analysis
Design and manufacture of sophisticated
crash test dummy systems and force sensing
crash test walls; provision of associated
laboratory services; the design and supply
of ﬁnite element crash test dummy software
for computerised crash simulations and
design and manufacture of load cells. 
Product range includes:
Frontal, Side & Rear 
Impact Anthropomorphic 
Test Devices (ATDs)
Children ATDs
Aerospace & Military ATDs
Speciality ATDs
Sensors & Instrumentation
Data Acquisition Hardware
Twilight Sensors
Tunnel Sensors
Solar Sensors
Fuel Cutoff Sensors
Fog Sensors
Seating Sensors
Angle Torque Sensors
Electronic Ceramics
Calibration Equipment
Load Cells & Torque 
Transducers
Force Sensing Crash Walls Opportunities
An established leader in safety, emissions and medical gas applications, 
the Gas Sensing division is looking forward to some exciting opportunities
following the acquisition of EnviteC-Wismar GmbH (EnviteC) in March 2004 and
the completion, after the year end, of the purchase of the life safety systems
businesses of ATMI, trading as MST Technology (MST) and SensoriC Gas
Sensors (SensoriC). EnviteC’s range of sensor-based products expands the
Group’s medical and environmental gas sensing portfolio and includes some
interesting new products, such as the SmartClip, a quick, low cost and reliable
alternative for the detection of drugs. MST and SensoriC will both boost the range
of sensors we manufacture and enhance our product range and market reach.
Typical Product Applications
Automotive
Occupant Safety
Occupant Comfort
Protection
Special Products
Electromechanical Circuit Breakers
Electromechanical Thermal Protectors
Typical Product Applications
Real and Computer-simulated Crash Testing
Automotive and other vehicle OEM’s, governments,
insurance and other safety institutes, aerospace
organisations and the military.
Test Lab Repair & Overhaul Services
Automotive OEM’s and test institutions.
Strain Gauge Measurement and Sensor
Installations
Industry OEM’s: packaging, aerospace, computer
manufacture, medical, tool calibration, gas turbine
testing – aircraft & land based.
Industrial & On-Board Weighing
Industry OEM’s and weighing system design houses.
Typical Product Applications
The division’s products are incorporated into a wide
range of OEM gas detection equipment used in the
following applications:
Industrial Safety
Fixed and portable gas detectors used in industrial
hygiene and conﬁned space entry applications within
industries such as: petrochemical, chemical, mining,
telecoms, industrial, gas & water utilities, power
generation, marine and aerospace.
Emissions
Portable and transportable stack-gas monitoring
instruments and ﬂue gas analysers used in the
environmental, industrial, gas utilities and power
generation industries.
Medical
Patient monitoring equipment used in anaesthesia,
respiratory, incubators, critical care and breath
monitoring.
Automotive
Vehicle exhaust analysers and cabin air quality
monitors.
Domestic
HVAC, domestic appliances, CO safety.
Opportunities
In the competitive automotive market we serve, our goal is to continue
developing products which provide a unique innovative solution for our
customers. Work continues on our thermal camera (TIOS™) in collaboration 
with QinetiQ. Prototypes are now being tested with good initial customer
feedback. We believe these thermal cameras will allow OEM’s to meet the new
regulations for occupant sensing in a more accurate and cost effective solution
which will lead to a signiﬁcant market opportunity for First Technology. Other
newer developments include a joint project with a European OEM to develop
and produce an environmental sensor which will be used to meet strict
California air quality regulations. Although relatively small compared to the total
worldwide market, California has regulations which often spread to other US
States and countries as air quality becomes more important. 
Opportunities
In May 2004 the National Highway Trafﬁc Safety Administration (NHTSA)
proposed a major regulatory upgrade which will require automotive OEM’s to
provide head protection in side impact crashes for the ﬁrst time and will also
enhance thorax and pelvis protection for a wider range of vehicle occupants
involved in such crashes. As a result, a small adult female dummy will be 
used in regulated side impact performance testing for the ﬁrst time, as well as 
a new and more technically advanced dummy representing an adult male of
average height. Thames Side-Maywood Limited (TSM), acquired in March 2004,
brings market leading crash test wall product and expertise into the division’s
portfolio, as well as load cell capability,
which complements HITEC’s activities.
TSM provides total solutions to
industrial weighing and on-board
weighing requirements.   First Technology 2004
01 Financial Highlights
116.8
145.1
137.0
127.6
118.8
00 01 02 03 04 00 01 02 03 04 00 01 02 03 04 00 01 02 03 04
20.9
29.1
28.7
25.5
23.9
23.9
29.8 30.0
27.2 27.3
7.2
8.6
9.0
9.5
9.9
Turnover (£’m) Proﬁt before tax,
goodwill amortisation,
integration and
reorganisation costs (£’m)
Headline earnings
2 
per
share (pence)
Dividends per share
(pence)
Good performance with strong cash generation
Operating margin
1
maintained in excess of 20%
Proﬁt before tax, goodwill and exceptional items was £23.9 million 
(2003: £25.5 million)
Basic earnings per share more than doubled to 15.4 pence per share 
(2003: 7.6 pence per share)
Headline earnings
2
per share increased to 27.3 pence per share 
(2003: 27.2 pence per share)
Free cash ﬂow
3
increased to £22.0 million (2003: £19.7 million)
Final dividend increased to 6.4 pence per share (2003: 6.1 pence per share) bringing
the total dividend for the year to 9.9 pence per share (2003: 9.5 pence per share)
Group turnover was £118.8 million (2003: £127.6 million)
Excluding the effect of currency translation, turnover would have been higher by
£4.9 million, proﬁt before tax would have been higher by £1.3 million and
headline earnings per share would have been 1.4 pence per share higher, equivalent
to growth of more than 5% 
C$260 million tender offer for BW T echnologies Limited completed on 15th June 2004
Three further successful acquisitions
1
Operating margin is deﬁned as proﬁt before interest, tax, goodwill amortisation and exceptional items expressed
as a percentage of turnover as set out in the Group Proﬁt and Loss Account.
2
Headline earnings are deﬁned as proﬁt after tax but before exceptional reorganisation costs (net of tax) of £0.5
million and goodwill amortisation of £8.4 million. The comparative ﬁgure was also before goodwill impairment.
3
Free cash ﬂow is deﬁned as net cash inﬂow before ﬁnancing costs plus equity dividends paid plus net
expenditure on acquisitions and disposals as set out in the Group Cash Flow Statement. Chairman’s Statement 02
With nearly half our sales in North
America and over 94% to countries
other than the UK, movements in
foreign currency are important. In 
this respect, the weakness of the US
Dollar throughout the period had a
signiﬁcant adverse impact on our
overall performance when viewed in
Sterling terms, although this was
mitigated, to a limited extent, by
slightly stronger Euro and Yen rates.
Translated at the exchange rates
prevailing in the prior year, turnover
would have been higher by £4.9
million and proﬁt before tax would
have been higher by £1.3 million,
only marginally below the prior year
reported ﬁgure. Headline earnings per
share would have been 1.4 pence per
share higher, equivalent to growth of
more than 5%.
Dividends
Given our overall performance and
the strong cash generation over the
period your Board has decided to
recommend an increase in the ﬁnal
dividend to 6.4 pence per share
(2003: 6.1 pence) bringing the total
dividend for the year to 9.9 pence per
share (2003: 9.5 pence), an increase of
4%. The dividend is covered 2.8 times
(2003: 2.9 times) by headline earnings.
Results
It gives me great pleasure to report
that the Group performed well over
the year despite little improvement in
market conditions and continued
adverse currency movements. In
addition, a number of acquisitions
were made which bring signiﬁcant
added depth to the business and are
an important step in the development
of our established strategic plan,
which I mention below.
Proﬁt before tax, goodwill and
exceptional items was a little lower
than last year at £23.9 million (2003:
£25.5 million), but headline earnings
1
per share were slightly up at 27.3
pence per share (2003: 27.2 pence).
Basic earnings per share more than
doubled to 15.4 pence per share
(2003: 7.6 pence). Turnover for the
year was £118.8 million (2003:
£127.6 million). Our ongoing efforts
to reduce the cost base of the business
and constantly to seek efﬁciency gains
enabled us to maintain an operating
margin
2
in excess of 20%. The cash
generative qualities of our businesses
continue to be excellent and free cash
ﬂow
3
increased to £22.0 million
(2003: £19.7 million).
Dr Fred J Westlake
Chairman
First Technology 2004 03
Board Changes
On 28th January 2004, the Group
announced two Board changes. 
The ﬁrst was that Michael Firth had
joined the Board and the second was
that John Salmon had decided to 
step down.
Michael, aged 61, is currently a Non-
Executive Director of Somerﬁeld plc,
where he is Chairman of the Audit
Committee, and a Non-Executive
Director of communisis plc, where he
is the Senior Independent Director
and Chairman of the Remuneration
Committee. Previously, Michael was
Head of Corporate Banking within
HSBC Bank plc until his retirement
on 30th September 2002.
John was appointed in January 2002,
and was formerly Chairman and
Chief Executive of Druck Holdings
plc. The Board was sad to see John go
as he brought strategic insight, a real
understanding of our market place
and that rare commodity, common
sense, to our deliberations. I would
like to thank John for his most
valuable contribution to the business
and wish him well in the future.
Acquisitions
In the second half of the ﬁnancial 
year the Group completed two small
acquisitions; shortly after the year end,
another acquisition was completed
and a tender offer was launched to
purchase BW Technologies Limited
(BWT), a Canadian public company
listed on the Toronto Stock Exchange.
The offer was successful and BWT
became a member of the Group
effective 15th June 2004. You will
ﬁnd more details on each of these
businesses in the accompanying Chief
Executive’s Review. Considerable effort
went into ﬁnding and evaluating 
each of these acquisitions and the
important task of integrating them
within the Group is well underway.
Taken together, these acquisitions
represent an important step in the
future development of our strategic
plan and especially the Gas Sensing
division. They bring a number of
immediate beneﬁts including greater
geographic reach, the opening of new
market sectors for our established
businesses and a signiﬁcant
strengthening of our product
development activities. Two of the
recently acquired businesses are based
in Germany, which we regard as the
technology hub of Europe, and it has
been our ambition to strengthen our
presence in this important market 
for some time. As a result of these
acquisitions, we are in a better
position to exploit all our markets and
we expect our brand recognition to
grow faster in the longer term.
Prospects
Our strategic focus continues to be
aimed at building a global sensing
business in the areas of safety and the
environment. These are markets which
are developing and which your Board
believes have good future prospects.
Ongoing efforts to improve efﬁciency
through increased levels of activity in
the Dominican Republic and growing
component sourcing in the Far East
are both meeting with success. 
Whilst markets remain difﬁcult it 
is encouraging to report that the
North American economy is moving
forward, if somewhat slowly. This is
most encouraging for the Group given
that almost half of our sales are made
into that market.
The business continues to enjoy
healthy proﬁt margins and strong cash
generation.
Your Board remains convinced that
our established strategy, which is
driving both organic development and
acquisitions, means we are in a strong
position to leverage our core skills and
our talented employees to improve in
all markets.
Fred Westlake
Chairman
1
Headline earnings are deﬁned as proﬁt after tax but before
exceptional reorganisation costs (net of tax) of £0.5 million
and goodwill amortisation of £8.4 million. The comparative
ﬁgure was also before goodwill impairment.
2
Operating margin is deﬁned as proﬁt before interest, tax,
goodwill amortisation and exceptional items expressed as a
percentage of turnover as set out in the Group Proﬁt and
Loss Account.
3
Free cash ﬂow is deﬁned as net cash inﬂow before
ﬁnancing costs plus equity dividends paid plus net
expenditure on acquisitions and disposals as set out in the
Group Cash Flow Statement.
Our strategic focus continues to be aimed at building 
a global sensing business in the developing areas of 
safety and the environment.
First Technology 2004 First Technology 2004
Chief Executive’s Review 04
The market for our non-automotive
electromechanical devices was more
buoyant with sales up 14% in US
Dollar terms. Demand for circuit
protection devices for riding toys and
thermostat limit switches used in
electronic heating controls was strong.
The market for communication
ceramics products has revived
somewhat after two very quiet years
with sales up some 65% over prior year.
The automotive Safety and Analysis
market was again strong. With organic
sales growth of 17% overall in US
Dollar terms, the division achieved
new records. Japan was, once again, a
key market with sales up 31% in US
Dollar terms helped by deliveries of
new leading edge products to Toyota.
Sales of our software dummy models
were excellent, being some 42% higher
than last year. The market for these
products will continue to be strong 
as more and more aspects of crash-
worthiness design are simulated in
software prior to physical crash tests.
Prospects for our side impact
dummies (SID II-S & ES-2) received
a signiﬁcant boost in May with the
announcement in the US by the
National Highway Trafﬁc Safety
Administration (NHTSA) of a
proposed new rule which will require
new types of vehicle side impact crash
testing. They have speciﬁed our dummy
design as the de-facto standard. 
The strain gauge application market
served by our HITEC subsidiary was,
again, strong with US Dollar sales up
24%. Efﬁciencies and customer image
will be further enhanced by the recent
move to a new modern facility.
MARKETS
The Gas Sensing market continues to
be driven by safety legislation in both
industrial safety and ﬂue-gas emissions
applications. Overall sales volumes for
these markets increased by 7% and 3%
respectively. China continues to be a
strong area of expansion with a 50%
growth in the number of sensors sold
there compared to the previous year.
This growth rate should be maintained
as a result of the recent opening of
our representative ofﬁce in Shanghai.
The worldwide automotive market
continues to be difﬁcult, though the
North American market fared better
in our second half year than in the
ﬁrst half and ended only 2.2% down
in overall production volumes
compared to the previous year.
European production volumes were
essentially ﬂat compared to last year.
Despite this, we have been able to
create some signiﬁcant gains:
Solar/Twilight (climate control &
headlight) sensor sales are up 32% 
at Ford and shipments of new Dual
Zone (climate control) sensors have
also commenced at Nissan and MG
Rover, beginning to replace lost
business of older products, such as 
the lower margin, build-to-print Fuel
Level Sender and adjustable steering
actuator for Delphi.
Our continuous focus on operational cost improvements
allows us to succeed in maintaining both our overall
operating margins and our levels of R&D investment:
R&D spend is again in excess of 6% of sales.
John Shepherd
Chief Executive
I am pleased to report that we are making signiﬁcant
progress in executing and accelerating our strategy of
building a world-class global sensing business.
We have produced a robust set of results, which,
despite reduced overall sales and further adverse impact
from foreign currency movements, show improved
headline earnings per share and operating margins still
above 20%. We continue to drive efﬁciencies hard and
have reduced other operating costs by a further 4%.
I am conﬁdent that our focused strategy and especially
the recent acquisitions are positioning our business to
exploit new and existing growth markets, thus enabling
a resumption of proﬁt growth.
The Group’s Lean Manufacturing team continues to drive
efﬁciencies hard – contributing to the 4% year on year
reduction in other operating costs. First Technology 2004
05
NEW TECHNOLOGY 
AND PRODUCTS
Our continuous focus on operational
cost improvements allows us to succeed
in the difﬁcult task of maintaining
both our overall operating margins
and our levels of R&D investment. 
As in the ﬁrst half, we have continued
to spend around 6% of sales on new
product development.
In the Gas Sensing business, new
product introduction continues apace
with the launch of two important 
new safety sensors. The IRceL
™
is a
miniature infra-red based device 
for sensing carbon dioxide and
hydrocarbons. With the introduction
of this device, we now supply the
complete range of safety gas sensors
utilising electrochemical, semi-
conductor and infra-red technologies,
thus enabling us to supply the total
sensing needs of our customers - a
capability unmatched by our
competitors. The MICROceL
™
is 
the next in the series of miniature
postage stamp sized sensors, which 
we announced last year with the
introduction of our MICROpeL
™
combustible gas sensor. The
MICROceL
™
range comprises toxic
gas sensors (measuring concentrations
of carbon dioxide and hydrogen
sulphide) and their compact size 
will enable customers to develop
signiﬁcantly smaller and lighter
instruments.
Development of our biosensor, which
will be used to detect and identify the
presence of low concentrations of the
toxic enzyme subtilisin (used in
detergent manufacture), is progressing
to plan with initial product release on
target for early 2005. This technology
can also be extended to detect airborne
particles of other enzymes used in the
brewing and baking industries, as well
as particles produced by moulds
which are becoming an increasing
problem in buildings, especially in
North America.
Our investment in automotive new
product development is continuing 
to yield signiﬁcant results. The joint
development with UK technology
powerhouse, QinetiQ, of a passive
infra-red imaging device to be used 
as a sensor for detecting the size and
position of front seat occupants
continues to plan and is receiving
considerable interest and assistance
from several of our major OEM
customers. This product which we
have called Thermal Imaging
Occupancy Sensor, (TIOS
™
), will
enable car makers to meet the
requirements of existing US
legislation, which mandates that by
the end of 2006 all vehicles must be
capable of detecting and classifying
the size and position of front seat
occupants to enable smart (multi-
stage) airbag deployment in the event
of accidents. The performance of our
prototypes, the signiﬁcant cost
advantage relative to other possible
solutions and the positive assistance
we are receiving from major customers
mean we remain very optimistic about
the potential for this product. By
2007 the US market alone for this
type of product is expected to be 15
million units p.a. 
Another new development is a
patented non-contact Fuel Level
sensor, which can replace the existing
resistance based designs offering lower
cost and enhanced reliability. The
market size is in excess of 20 million
units p.a.
Other new products introduced in
2004 are covered in the operations
section of this report.
The Safety and Analysis business
continues to be the market leader
through continued investment in 
new products with ever increasing
sophistication. Indeed, this business
has transformed from a steel and
plastics company to an electronics,
sensors and software integrator. 
Our fully integrated intelligent crash
dummy (iDummy
™
) system is now
ready to be deployed in the next
generation of front and side impact
dummies. The iDummy
™
system
eliminates a long trailing cable that
records the data from the sensors
located in the dummy. The iDummy
™
,
using a sophisticated in-dummy data
acquisition system developed with our
partner, DTS, allows the data to be
captured inside the dummy and
downloaded after the test.
The Safety and Analysis business continues to be the
market leader in its highly regulated ﬁeld of crash testing
and remains committed to investment in new products
with ever increasing sophistication, such as the iDummy
™
.
Above left: City’s IRceL™
Above right: City’s MICROceL™
range Chief Executive’s Review 06
First Technology 2004
EnviteC’s product portfolio comprises: 
– gas sensors which detect oxygen, carbon
dioxide and nitrogen monoxide; 
– medical devices which monitor the level of
oxygenation of blood (SpO2); 
–breath alcohol analysers, and 
–drug abuse testing kits.
Introducing EnviteC
Newly acquired EnviteC strengthens the Group’s
position in the medical sector and consolidates our
leading position in electrochemical gas sensing.
Founded in 1992, EnviteC designs and manufactures
a range of sensor-based products, primarily for
medical and environmental applications. Its
products are sold internationally, with the largest
markets being in Germany and the US. 
Product range
EnviteC offers the broadest range of reusable and
disposable SpO2 sensors worldwide for use in
monitoring devices for anaesthesia and intensive
care equipment. Its non-invasive SpO2 products
are designed speciﬁcally for adults, pediatrics,
infants and neonates and geared for ease of use
and patient comfort, as well as being compatible
with leading manufacturers’ patient monitoring
systems. The company’s extensive range of oxygen
sensors are applied in anaesthesia and intensive
care equipment as well as life support systems. 
New product opportunities
Key projects in EnviteC’s product pipeline include: 
– fast oxygen sensor technology for a wide number
of medical and industrial applications; 
–a new generation of low cost anaesthesia/
respiratory monitors; 
– development of in-house optoelectronics for
the SpO2 pulse oximetry sensors; 
– improved breath alcohol analysers; 
– wireless “Bluetooth” sensor technology for
remote monitoring of patients. 
Success with innovations such as these, together
with market opportunities, will help sustain
EnviteC’s history of growth: sales in Euro 
terms grew by more than 8% in the year to
December 2003. 
The acquisition of MST and SensoriC in May 2004
expands the Group’s Gas Sensing capabilities further.
These businesses are engaged in the development,
manufacture, sales and services of systems and sensors
that monitor the presence of toxic gases, ﬁre smoke and
other critical gases within a speciﬁed area. 
The combination of City Technology, EnviteC, MST
and SensoriC represents a signiﬁcant strategic step in the
evolution of the Group’s gas sensing capabilities. 07
First Technology 2004
Sensor production at EnviteC’s state-of-the-art facility 
in Wismar, Northern Germany (inset right), where the
company now employs in excess of 100 people. 
Inset left: EnviteC’s latest blood oxygenation monitor.
EnviteC’s new SmartClip (shown left) is the ﬁrst such
product offering an easy-to-use saliva or perspiration 
test for the detection of drugs, such as cocaine,
methamphetamines, amphetamines, morphine and
cannabis. The quick and reliable SmartClip is a more
cost-effective method of drug abuse detection than the
current urine or blood tests. There are some 10 million
urine tests carried out in the US alone (prisons,
workplace, road controls) and the SmartClip presents an
opportunity to become a leading player in a rapidly
growing market. Chief Executive’s Review 08 China continues to be a strong area of expansion for our
gas sensors, with sensor volumes sold there up 50% year 
on year. This growth should be further enhanced with the
opening of our ofﬁce in Shanghai.
The ﬂue-gas emissions market, which
had been ﬂat in recent years, showed
healthy growth in the year, with an
increase in total sales value of 9% as
the market grew and we took market
share from competitors. However, the
weak US Dollar and a slowing of sales
of the IRidium
®
product due to a
period of sluggishness in our customers’
exhaust gas analyser markets in the
US meant that total automotive
tailpipe gas sensor sales were ﬂat. This
is expected to recover this summer.
China continues to be a strong area 
of expansion for industrial safety and
automotive exhaust gas sensors, with a
50% growth in the number of sensors
sold there compared to the previous
year. We expect this growth to be
further enhanced as a result of the
recent opening of our Shanghai-based
China Representative Ofﬁce, which
will house local sales and technical
support staff for the Gas Sensing and
Safety and Analysis divisions. This local
support will enable our customers to
design-in our sensors into their
instruments more quickly.
OPERATIONS
GAS SENSING
The Gas Sensing division has
continued to perform well, despite
difﬁcult and unusual trading
conditions in the ﬁrst half year and
the severe erosion of the US Dollar
throughout the year. The Dollar
erosion has a signiﬁcant transaction
effect on this division because of the
largely Sterling cost base and the fact
that more than half the sales are in 
US Dollars. At comparable exchange
rates, sales (excluding the acquired
EnviteC business) were the same as
the previous year at £25.5m.
As well as the negative impact of
currency movements, there was a
slight increase in competition in the
industrial safety markets. Despite these
adverse factors, our sales of sensors for
industrial safety applications increased
in volume terms by 7% over the year
with strong growth coming from
securing oxygen sensor and pellistor
business from our competitors.
Product-mix changes also contributed
to slightly weaker gross margins. 
First Technology 2004
Gas Sensors 22% (20%)
Safety & Analysis 19% (17%)
Circuit Breakers 16% (16%)
Optical Sensors 13% (14%)
Fuel Cut Off 10% (13%)
Other Auto 11% (12%)
Component Distribution 7% (6%)
Ceramics 2% (2%)
Sales Analysis - by product
2004 (2003) 09 The worldwide automotive market is a difﬁcult environment that we
have many years’ experience navigating. Our goal is to maintain our
focus on those products with the ability and potential to achieve
consistently above average margins and return on investment.
The determination of the Chinese
Government to reduce city pollution
by 2008 when they host the Olympic
Games seems undiminished. Much of
the enforcement of vehicle emissions
regulations is carried out by local
police forces equipped with portable
exhaust analysers, which incorporate
IRidium
®
-type infra-red sensor
modules. In addition, industrial safety
legislation is beginning to emerge,
particularly for workers in coal mines
in north-eastern China which will
help drive sales of our industrial safety
sensors.
Investment in R&D continued with
8% of turnover in this division,
consistent with prior year, directed 
at product enhancements and new
product development. 
Although the exchange rate issues
reduced gross margins slightly, we
were able to offset this partially by
continuous improvement of operating
efﬁciencies, materials cost reductions
and supply-chain enhancements. An
example of the latter included the
introduction of a new bar-code driven
e-supply system to enable electronic
“demand-pull” of parts from our
suppliers into our Lean Manufacturing
system. In addition, we have
commenced manufacture of some of
the more labour intensive products at
our Dominican Republic facility.
OTHER MANUFACTURING
Although the automotive markets 
in which we operate remained (and
continue to be) extremely competitive,
our intensiﬁed Lean Manufacturing
initiatives, together with favourable
exchange rates for our Dollar-based
businesses, have enabled us to
improve operating margins for this
segment from 19.2% to 19.7% - an
outstanding achievement in this very
competitive market, especially as there
has been no reduction in the pace of
our new product R&D investment.
Automotive and Special Products
Sales for this division fell by some
14%. This was primarily due to the
effects of currency translation (which
accounted for about half of the
decline) and a fall in the sales of our
more mature products, such as the
Fuel Cut Off device.
We will continue to make efﬁciency
improvements a priority over the next
ﬁnancial year. As part of this process
we made the difﬁcult decision of
announcing the closure of our
Caribou Maine facility in March.
Production in Caribou will be phased
out by the end of 2004. 
The new First Technology presence in
Shanghai, China allows us to evaluate
further efﬁciency improvement
opportunities in that part of the world.
In response to the continuous pressure
from the OEM’s to cut the cost of their
products, we focus our development
effort on products that bring new cost
effective technologies to the market.
Overall this division invests 6% of
revenue in new product development
and evolution. The erosion of the
value of the Dollar against Sterling has
helped reduce the Sterling cost of our
North American R&D activities.
Examples of the types of products
which were introduced in the year or
will be introduced in the near future are:
•“Flat T op” T wilight (headlight
control) sensors for a US-produced
Japanese Transplant Vehicle - an
important win considering how
much market share they are taking
from the indigenous OEM’s.
•Absolute Position sensor chosen by a
major Tier 1 systems supplier for its
stability control system.
• Anti-tampering device for the Volvo
environmental radiator system. 
•New generation Solar/Twilight
sensors for Ford.
The worldwide automotive market is
a difﬁcult environment that we have
many years of experience navigating.
Our goal is to continue to focus on
those products which have the ability
and/or potential to achieve consistently
above average margins and return on
investment.
North American Automotive Market
Big 3 Production FT Fiscal YoY 
%
Fiscal 1st Fiscal 1st
Year Half Year Half
2004 Year 2003 Year
General Motors -5.8 -7.4 4.6 8.0
Ford -8.7 -13.8 1.2 9.4
Daimler - Chrysler -1.2 -6.8 -1.3 5.1
Total NA Car & Truck -2.2 -5.4 2.1 7.8
European Production -0.3 -0.7 -0.3 0.4
Sales gains were made in the Auto market with the
Solar/Twilight sensor for Ford and Dual Zone sensor 
for Nissan and MG Rover.
First Technology 2004
NA Source: Global Insights (DRI) North American Light Vehicle Industry
Forecast Reports
European Source: Global Insights (DRI) World Car Industry Forecast Reports Chief Executive’s Review 10
TSM’s modular force sensing crash wall load cell,
originally developed for the UK’s Transport 
Research Laboratory (TRL), has now become the 
de facto industry standard, and TSM today is a major
supplier of vehicle testing crash walls and sensors used 
in NCAP (National Car Assessment Programme) and
EuroNCAP testing.
The WorldSID, a side impact dummy, was the ﬁrst
dummy to include our iDummy
™
capabilities. It was
ofﬁcially released for production in March 2004. The
WorldSID Committee hosted an ofﬁcial production
launch event in June. The dummy was rated 7.6 on a ten
scale, representing good to excellent bioﬁdelity – best
among all side impact dummies.
A BMW Mini frontal impact test into one
of TSM’s force sensing crash walls
Thames Side-Maywood (TSM)
TSM, acquired by the Group in March 2004, is a
leading UK player in the market for load cell design
and manufacture, providing total solutions for
industrial weighing and OEM force measurement
markets. The company occupies a strong position 
in a number of specialist niche areas, enjoying
international market leadership as a designer and
manufacturer of load cells for force sensing
automotive crash test walls. TSM provides a logical
strategic complement to the crash test dummies and
crash simulation software of the Group’s Safety &
Analysis division.
Competitive edge
TSM’s capability to design and manufacture all 
its products in-house gives it a competitive edge. 
Its engineering strengths derive from extensive
experience of OEM material testing applications
across all facets of industry, and projects undertaken
range from real-time measurements for Formula 1
racing cars to bond testing for the semiconductor
industry. 
The Group’s existing OEM transducer capability 
at HITEC, together with HITEC’s established
routes to market, will allow further opportunities 
for combined development initiatives and future
growth. TSM’s range of load cell products
complements HITEC’s growing “engineered to ﬁt”
strain gauge transducer business, allowing customer
base expansion for both companies in North
America and Europe. HITEC has enjoyed signiﬁcant
growth in this area, relying on its engineering
expertise and response in designing custom
transducer solutions for various global industries,
from the tooling industry to, most recently, the
medical market.
First Technology 2004 11
The development of the Safety and Analysis division’s 
Q series of child dummies continues apace. The arm of
a 1.5 Year Old Q Dummy is adjusted during durability
testing on a crash sled.
New side impact standards continue the expansion of 
the crash dummy market. Our Safety & Analysis division
has developed two mid-size side impact dummies for 
regulation and the division continues to invest in a family
of dummies for future regulations.
The Group’s customers are demanding virtual crash
dummies as soon as physical prototype dummies are
available. In response, First Technology is accelerating the
pace of development of its virtual dummies to offer physical
and virtual prototypes at the same time. 
First Technology 2004 ACQUISITIONS
We have enjoyed considerable success
in the past few months in ﬁnding and
completing the acquisition of four
companies which add signiﬁcant
growth opportunities to the Group.
Two acquisitions were completed
within the last ﬁnancial year and two
shortly afterwards.
In March 2004, we acquired Thames
Side-Maywood (TSM) from Halma
plc. TSM designs and manufactures
custom load cells for the automotive
crash testing and industrial weighing
markets. In combination with our
crash dummy and analysis business 
we will be able to offer TSM’s smart
crash wall technology (used in vehicle
safety crash testing) to our existing
customer base.
In April 2004, we acquired 90% of
the share capital of EnviteC-Wismar
GmbH (EnviteC), which designs and
manufactures sensor-based products
which are primarily used in medical
and environmental applications. This
is an innovative and fast growing
company which will extend our reach
into the medical device market and
improve our geographic positioning 
in Germany. EnviteC’s products
include gas sensors which detect
oxygen, carbon dioxide and nitrogen
monoxide; medical devices which
monitor the level of oxygenation in
the blood; breath alcohol analysers
and drug abuse testing kits.
During the year, development of 
FT-Thor, the new Frontal Impact
Dummy and the Q series of child
dummies continued apace. More
importantly two new dummies were
introduced for the proposed new side
impact crash test standard in the US,
announced in May 2004.
Even in this relatively “bespoke”
manufacturing division we have made
signiﬁcant efﬁciency gains using Lean
Manufacturing and organisational
techniques. Working capital has been
substantially improved.
COMPONENT 
DISTRIBUTION (RDI)
The market for distributors of
electronic components in France
remains challenging. This is primarily
due to the increasing trend of
customers to relocate their production
facilities outside France to lower
labour cost environments. However,
there remains room in the market
place for niche suppliers, such as RDI,
to operate proﬁtably. In the second
half of the year, the situation stabilised
and sales levels showed an increase in
local currency against the prior year.
Having signiﬁcantly reduced the cost
base in 2003, RDI was able to
improve its operating performance
and the business was cash positive at
the operating level for the year.
OTHER MANUFACTURING
Safety and Analysis
In order to maintain our strong
market share we continue to invest 
in leading edge product development
in the area of sensors, new dummy
products and the corresponding
software Finite Element Models. The
iDummy
™
system is near the end of
the development cycle. Custom
iDummy
™
solutions were delivered to
Toyota and Honda during the year.
Toyota requested a high sensor count
dummy that allowed us to develop
and implement a new type of sensor
for dummy use which utilises a laser
to measure movement in four axes.
We shipped to Honda a newly
conﬁgured iDummy
™
for pedestrian
impact testing. The sophisticated
iDummy
™
system allows a Pedestrian
dummy to be struck without any
externally attached cable bundles
which would otherwise interfere with
the dummy’s dynamics in an accident.
Toyota also purchased the ﬁrst 
on-vehicle data acquisition system
(DAS) during the past year. The
lightweight DAS will allow more
sensors on the vehicle and replaces
heavy older systems and further
established us as a market leader in
the supply of complete crash testing
system instrumentation.
First Technology 2004
Chief Executive’s Review 12
BW Technologies Limited (BWT) joined
the First Technology Group on 15th June
2004. BWT designs, manufactures and
markets portable, stand-alone and ﬁxed-
location detection equipment for
hazardous gases, for both industrial and
commercial purposes and is the global
market leader in portable gas detection
instruments.
Innovative, portable, multi-gas detectors, such as the
GasAlertMicro (above), helped drive BWT’s impressive
sales growth of 47.5% in the year to 30th April 2004. In May 2004, we made a further
acquisition in Germany and the US 
of the businesses and assets of the Life
Safety Systems division of ATMI Inc.
These businesses are engaged in the
development, manufacturing, sales
and servicing of systems and sensors
that monitor the presence of toxic
gases, ﬁre, smoke and other critical
safety failures within a speciﬁc area.
Their principal market is in the semi-
conductor fabrication ﬁeld and they
are also successful in the industrial
safety market. The systems business,
based in Munich, will trade under the
name of MST Technology and the
sensors business, based in Bonn, will
trade under the name of SensoriC.
In May 2004, we launched a
recommended cash offer for the fast
growing Canadian gas detection
instrument manufacturer, BW
Technologies Limited (BWT), which
valued the corporation at C$260
million. A public company, which 
was traded on the Toronto Stock
Exchange, BWT is the global market
leader in the portable gas detection
instrument sector. The acquisition was
successfully completed on 15th June.
BWT’s highly regarded senior
management team will continue to
lead the business and the acquisition
is expected to be earnings enhancing 
in the ﬁrst full year of ownership.
BWT designs and manufactures
portable, stand-alone and ﬁxed
location instruments which are used
for the detection and quantiﬁcation 
of hazardous gases for industrial and
commercial applications.
These three highly complementary
acquisitions represent a signiﬁcant
strategic step in the evolution of our
Gas Sensing division. The enlarged
division will:
- be well positioned to exploit the
global sourcing trends which are
emerging in their markets;
- have the skills, products and process
knowledge to exploit integrated
system opportunities;
- be able to rapidly exploit the
complementary geographic reach of
the businesses;
- be able to create unique products
with a high degree of market
differentiation.
SUMMARY
We have made signiﬁcant progress in
the execution of our overall strategy.
Through the dedicated commitment
of our global workforce, efﬁciencies
continue to improve and we continue
to manage carefully and prudently the
tax efﬁciency of the group to the
beneﬁt of shareholders. Future growth
from existing businesses continues to
be underpinned by strong investment
in R&D ensuring a healthy pipeline
in proprietary products which meet
and anticipate our customer’s needs.
In the year ahead, we will focus on
integrating and consolidating the
recent acquisitions to ensure that we
capitalise on the growth opportunities
they bring. 
Recent acquisitions mean we now
have the capability to build the Gas
Sensing division into one which has
the scale and breadth to supply our
customers’ complete needs from
“science to systems”. The market,
customer, technology and process
synergies will all enable signiﬁcant
new growth opportunities.
John Shepherd
Chief Executive 
First Technology 2004
13 In the year ahead we will focus on integrating and consolidating 
the recent acquisitions to ensure that we capitalise on the growth
opportunities they bring. First Technology 2004
Financial Review 14
Gross proﬁt fell by £3.4 million to
£48.7 million, although the gross
margin grew to 41.0% of turnover
(2003: 40.8%). Operating expenses
before goodwill of £8.4 million and
exceptional costs of £0.7 million were
reduced by 4% to £24.5 million
(2003: £25.6 million). Within
operating expenses, there was a loss 
on foreign exchange transactions of
£0.6 million compared to a gain of
£0.3 million last year. Operating costs
have beneﬁted from the restructuring
actions taken during last year at our
operations in Farnborough and Paris
and the lower value of expenses in our
US Dollar based operating companies. 
Despite the challenging trading
environment in which we are
currently operating, the Board believes
that it is vital to continue to invest in
new product development. We have
therefore continued to spend 6% of
turnover on R&D activities and a
number of the current projects are
discussed further in the Chief
Executive’s Review.
Towards the end of the year, the Group
announced that it has decided to close
its manufacturing plant in Caribou,
Maine, and to transfer production to
its larger plant in Standish, Maine.
Production was also increased in the
Dominican Republic. The total
exceptional charge associated with the
closure is expected to be £0.7 million
before tax. The Group expects to
achieve annualised savings of about
£0.3 million per annum in future
years. The closure will be completed
within the next six months. 
Group Performance
Total Group turnover of £118.8
million was 7% lower than the prior
year ﬁgure of £127.6 million. Of this
£8.8 million decline, £4.9 million is
due to adverse currency translation. 
Gas Sensing turnover was level with
the prior year but, because almost half
of this segment’s revenues is made in
US Dollars, the Sterling value of these
revenues was adversely affected by the
strength of Sterling. Within Other
Manufacturing, sales of crash dummies
and related products (excluding the
recently acquired Thames Side-
Maywood (TSM) business) grew by
15% in US Dollar terms, the principal
operating currency of this product
grouping, but by only 4% when these
sales are translated into Sterling. Sales
of the mature Fuel Cut Off product
fell, in line with expectations, by £4.1
million, accounting for approximately
half the sales decline in Other
Manufacturing. This product now
accounts for a little over 10% of
Group turnover, compared to 43%
ﬁve years ago, and will continue to
become less signiﬁcant in future years.
Component Distribution turnover fell
by 1% (7% in local currency) for the
year, but, in the second half year, grew
by 5% (3% in local currency)
compared to the same period in the
prior year.
Oliver Burns
Finance Director
Foreign exchange/Sterling exchange rates
Average rates Closing rates
FY04 FY03 FY04 FY03
US $ 1.71 1.55 1.77 1.60
Jap Yen 192 188 196 191
Euro 1.45 1.54 1.48 1.43
R&D Investment
(£’m)
00 01 02 03 04
5.4
7.7
8.2
8.0
7.5
4.6
5.3
6.0
6.3 6.3
% of Sales
Spend
00 01 02 03 04
19.4
22.2
22.0
20.8
20.4
Operating Margin*
%
*Proﬁt before interest, tax, goodwill amortisation and
exceptional items expressed as a percentage of turnover. First Technology 2004
15 A ﬁnal dividend of 6.4p per share brings the total dividend for the year to
9.9p per share – up 4.2% on last year and equal to a yield of 3% based on
the share price as at the year end.
Excluding the exceptional costs of
£0.7 million and goodwill items of
£8.4 million, the Group’s operating
proﬁt fell by 9% to £24.2 million
(2003: £26.5 million). Of this £2.3
million decline, £1.4 million is due 
to adverse currency translation and a
further £0.9 million was due to the
lower gains on foreign exchange
transactions referred to above. The
operating margin, deﬁned as proﬁt
before interest, tax, goodwill
amortisation and exceptional items
expressed as a percentage of turnover,
was 20.4% (2003: 20.8%).
Proﬁt before tax (PBT) increased to
£14.8 million (2003: £10.4 million),
due to lower interest costs, a reduction
in exceptional charges and the
goodwill impairment charge of £4.9
million in 2003 which did not recur
in the current year. PBT, excluding
exceptional costs of £0.7 million and
goodwill items of £8.4 million, fell by
6% to £23.9 million (2003: £25.5
million), due primarily to the lower
turnover and exchange rate factors
referred to above. Financial charges 
of £0.3 million (2003: £1.0 million)
arose primarily from the amortisation
of up-front facility fees and
commitment fees on the undrawn
portion of the bank facilities. 
Tax
The tax charge for the year was 14%
of proﬁt before tax and goodwill 
items (2003: 19.5%). No tax relief 
is available on the amortisation of
goodwill of £8.4 million. The current
year charge includes a credit of £0.6
million (2003: £0.4 million) related to
prior year items. The underlying tax
rate (i.e. excluding the prior year
credit) on this basis has been reduced
to 16.5% (2003: 21.2%). The Group
continues to beneﬁt from its operations
in lower tax environments and an
efﬁcient corporate structure. 
Earnings Per Share (EPS) 
and Dividends
Basic EPS for the year more than
doubled to 15.4p per share (2003:
7.6p). The basic EPS ﬁgure includes
non-cash losses of 11.2p per share
(2003: 11.5p) related to goodwill
amortisation, nil p (2003: 6.5p)
related to goodwill impairment, and 
a loss of 0.7p per share (2003: 1.6p)
related to exceptional costs, net of 
tax credit. Our preferred measure 
of ‘Headline EPS’ (i.e. excluding
goodwill items and exceptional costs,
net of tax credit as set out in note 9)
rose by 0.4% to 27.3p per share
(2003: 27.2p). 
The Board is recommending a ﬁnal
dividend of 6.4p per share (2003:
6.1p), an increase of 4% which,
together with the interim dividend
already paid of 3.5p per share (2003:
3.4p), will make a total dividend for
the year of 9.9p per share (2003:
9.5p), if approved. The dividend is
covered 2.8 times by headline earnings
(2003: 2.9 times). 
Balance Sheet
Net assets increased by £2.6 million to
£163.3 million (2003: £160.7 million),
including goodwill of £136.8 million
(2003: £138.3 million). Despite the
adverse movement in exchange rates
the impact on net assets was limited
to a reduction of £1.9 million because
foreign currency borrowings are hedged
against overseas net assets. Working
capital (excluding corporate income
taxes and items related to acquisitions)
was reduced by £1.9 million to £15.6
million and the ratio of working
capital to annualised turnover
improved to 12% from 13.7%.
Overall return on capital employed (as
measured by PBT before goodwill and
exceptional items as a percentage of
net tangible assets) was almost 90%.
At the balance sheet date, the Group
had net cash of £3.1 million (2003:
£0.1 million) and had undrawn
committed multi-currency facilities
under its revolving credit facility of
£15.7 million (2003: £33.3 million).
Shortly after the end of the year, the
Group negotiated a new US$250
million banking facility in connection
with its proposed acquisition of BW
Technologies Limited. Details of the
new facility are described more fully
in note 16 to the Accounts.
Turnover by destination
North America - 46%
Europe - 40%
Other - 14%
Turnover by origin
Europe - 49%
North America - 45%
Japan - 6%
Turnover by activity
Gas sensing - 21%
Component distribution - 7%
Other manufacturing - 72% First Technology 2004
Financial Review 16
Management of Financial Risk
Funding, interest rate, foreign
currency and credit risks are the
ﬁnancial risks faced by the Group.
The Group operates a central Treasury
activity, responsible for all debt and
liquidity management, interest rate
and foreign exchange requirements.
Treasury activity is the responsibility
of the Finance Director. Treasury is
not a proﬁt centre and the Group
does not undertake speculative
ﬁnancial transactions or utilise off
balance sheet ﬁnancing vehicles. 
The Group enters into derivative
transactions, primarily forward foreign
exchange contracts. The purpose of
these is to manage the currency risk as
described below. The use of derivative
ﬁnancial instruments other than
forward foreign exchange contracts is
prohibited without the prior approval
of the Group Finance Director.
Funding Risk
The Group’s ﬁnancial instruments,
other than derivatives, comprise 
cash, revolving bank lines and some
uncommitted short term overdraft
facilities, as well as various trade 
items such as trade debtors and trade
creditors that arise directly from its
operations. The bank facilities
available to the Group at 30th April
2004 comprise an unsecured $35
million multi-currency revolving
credit facility. At 30th April 2004 the
Group had undrawn committed
multi-currency facilities of £15.7
million (2003: £33.3 million). 
Acquisitions
The Group made two acquisitions
during the last six weeks of the ﬁscal
year. On 22nd March 2004, it acquired
TSM for a cash consideration of £1.9
million, based on a net tangible asset
ﬁgure of not less than £1.25 million.
On 1st April 2004, it acquired 90%
of the equity share capital of EnviteC-
Wismar Umweltschutz und
Medizintechnik GmbH (EnviteC) for
a cash consideration of €12.5 million
(£8.4 million) and assumed net debt
of €2.6 million (£1.7 million). The
Group was also granted an option to
acquire the remaining 10% of the
shares after 1st May 2007 for a price
of €1.75 million (£1.17 million) plus
a premium which is contingent on the
proﬁtability of EnviteC products up
to that time. The premium is capped
at €2 million (£1.34 million). Both
the option price and the premium are
payable in cash.
Pension Accounting
The deﬁcit on the value of the deﬁned
beneﬁt schemes’ assets compared to
their liabilities has improved during
the year by £0.8 million to a ﬁgure 
of £2.0 million, before the associated
deferred tax credit, primarily due to
additional pension contributions
being made by the Group. 
The Group adopted FRS 17 in 2002.
The decline in market values of
equities and falling investment returns
over the recent past have resulted in
deﬁcits arising on both of the Group’s
deﬁned beneﬁt schemes, but the
movement in the deﬁcit arising from
actuarial gains and losses is now
reﬂected in the Statement of Total
Recognised Gains and Losses, rather
than distorting the underlying
operating performance of the Group. 
Cash Flow
The Group generated £29.1 million
(2003: £29.8 million) of net cash
inﬂow from operating activities.
Capital investment, excluding the 
cost of acquisitions, was £3.1 million
(2003: £5.1 million), net of proceeds
on disposal of ﬁxed assets of £0.1
million (2003: nil). The 2003 ﬁgure
includes a trade investment of £0.5
million. Cash outﬂows on acquisitions
totalled £12.2 million (2003: £1.7
million) and are referred to below.
Other cash demands included
dividends of £7.2 million (2003: £6.9
million) and corporate taxes of £3.6
million (2003: £4.3 million).
00 01 02 03 04
4.3
4.8
4.1
5.1
3.1
Capital expenditure 
(£’m)
00 01 02 03 04
20.3
36.9
34.6
29.8
29.1
Cash inﬂow from operating activities
(£’m)
Working Capital / Annualised Sales
00 01 02 03 04
20.3
21.0
19.8
17.5
15.6
14.8
14.3 14.4
13.7
12.0
WC/Sales %
Working
Capital £m First Technology 2004
17 Another robust set of ﬁnancial results provide the Group
with a ﬁrm platform from which to capitalise on an exciting
group of carefully targeted recent acquisitions.
In May 2004, subsequent to year end,
the Group entered into an agreement
with certain banks to provide a term
loan of up to $75 million and two
revolving credit facilities of up to, in
aggregate, $175 million. Borrowings
under the $35 million facility existing
at 30th April 2004 were repaid prior
to the ﬁrst draw down under the new
facility in June 2004. The new
maturity proﬁle of the Group’s gross
borrowings is described in detail in
note 16 to the ﬁnancial statements.
Interest Rate Risk
The Group uses interest rate swaps to
hedge its exposure to borrowings at
variable rates, although no interest
rate swaps were entered into during
the year under review. In view of the
fact that the Group enjoyed a net cash
position throughout much of the year
under review, a rise in interest rates of
1% would have had a negligible impact
on the Group’s proﬁt before tax. The
Group’s draw down in June 2004
under the new borrowing facilities
described above will increase the
signiﬁcance of interest rate changes for
the Group’s future operating results.
The currency and interest rate proﬁle
of the Group’s ﬁnancial assets and
liabilities, excluding short term
debtors and creditors, at 30th April
2004 are shown in note 26 to the
ﬁnancial statements.
Foreign Currency Risk
The Group’s foreign currency exposure
management policy requires subsidiaries
to hedge transactional currency exposures
back into the currency in which their
results are measured. Forward foreign
exchange contracts are used to hedge
selected future exposures which may
either be contracted or uncontracted.
Gains or losses on these contracts are
deferred until recognition of the
transaction concerned. 
The Group’s accounting policy is to
translate proﬁts of overseas operations
using average exchange rates. It is the
Group’s policy not to hedge these
exposures arising on translation.
Net assets are held in a number of
currencies and are translated at year
end rates. The resulting exposures are
mitigated by currency borrowings.
The Group’s currency exposures 
(i.e. those transactional exposures that
give rise to net currency gains and
losses recognised in the proﬁt and loss
account) are shown in note 26 to the
ﬁnancial statements. Such exposures
comprise the monetary assets and
liabilities of the Group that are not
denominated in the functional
currency of the operating unit
involved, other than certain non-
sterling borrowings treated as hedges
of net investments in overseas
operations.  
Fair Values of Financial Assets 
and Liabilities
There is no material difference between
the fair value and book value of the
Group’s ﬁnancial assets and liabilities.
Summary
The Group has produced another
robust set of ﬁnancial results against a
backdrop of difﬁcult trading conditions
and adverse currency movements. These
results provide the Group with a ﬁrm
platform from which it can capitalise
on an exciting group of carefully
targeted recent acquisitions. The
Group has historically demonstrated
its ability to generate above average
cash ﬂows and now has a more diverse
product portfolio and customer base
from which to drive future growth.
Oliver Burns 
Finance Director
Net Debt/Gearing 
(£’m)
00 01 02 03 04
37.1
28.3
12.3
(0.1) (3.1)
25.8
17.8
7.5
Gearing %
00 01 02 03 04
5.0
6.5
6.8
7.2
7.5
Dividends paid and proposed 
(£’m)
Net Debt/
(Cash) £’m Directors and Advisers 18
Chairman
Frederick J Westlake (61)
Appointed Chairman in March 2003, 
Dr. Westlake had previously been Executive
Chairman of the Group since its ﬂotation in
1985. His career has spanned industry and
academia, including spells with the British
Steel Corporation, Thorne EMI and NASA.
He is Chairman of the Nominations Committee.
Executive Directors
John Shepherd (50)
Chief Executive of the Group, appointed 
to the Board in March 2003. An electronic
engineering graduate, he joined First T echnology
from Smiths Group plc, where he held a
number of senior management posts. Prior to
joining Smiths, he worked for British
Aerospace from 1975 to 1990.
Kevin D Breen (49)
Chief Executive of Gas Sensing and appointed
to the Board in April 2000. A physics
graduate with a subsequent MBA, he joined
City Technology as its Chief Executive in
1997 from Halma Group, where he held a
number of senior management positions.
Oliver G Burns (48)
Finance Director, appointed to the Board in
November 1997. Prior to his appointment, 
Mr Burns held senior ﬁnancial positions with
Bunzl plc and BET plc. An Oxford University
graduate, he qualiﬁed as a Chartered
Accountant with Arthur Andersen.
Jeff G Wood (48)
Chief Operating Ofﬁcer since May 2002,
having previously been President of Automotive
and Special Products. Appointed to the Board
in September 2000. He joined the Group
when CDI was acquired by First Technology
in 1999, after 18 years of service at CDI and
its predecessor GTE Sylvania. 
Non-Executive Directors
Bruce D Atkinson (63)
Appointed to the Board in July 1999, 
Mr Atkinson was Group Chief Operating
Ofﬁcer until his retirement from executive
duties in May 2002. Previously President of
CDI, a company which he served for over 40
years. He is a member of the Remuneration
Committee.
Patrick Burgess (59)
Appointed in May 1997. Currently he is a
senior partner of the London ﬁrm of solicitors,
Jones Day, and is also a Non-Executive
Director of London Forfaiting plc and Liberty
International plc. He is the senior Non-
Executive Director, Chairman of the Audit,
Remuneration and Risk Committees and a
member of the Nominations Committee.
Michael G Firth (61)
Appointed in January 2004. Previously, Head
of Corporate Banking within HSBC Bank plc
until his retirement in September 2002. Mr
Firth is also a Non-Executive Director of
Somerﬁeld plc and the Senior Independent
Director of communisis plc. He is a member
of the Audit, Nominations, Remuneration 
and Risk Committees. 
Ralph R Whitney Jr. (69)
Appointed in July 1999, previously Chairman 
of CDI. Currently Chairman of Hammond,
Kennedy, Whitney and Company Inc. a
private equity capital ﬁrm headquartered in
New York, he is also a director of other US
public corporations. He is a member of the
Audit, Nominations, Remuneration and Risk
Committees. 
Advisers
Auditors
Deloitte & Touche LLP
Bankers
HSBC Bank plc
Royal Bank of Scotland plc
Registrars and transfer ofﬁce
Lloyds TSB Registrars
The Causeway
Worthing
West Sussex
BN99 6DA
Solicitors
Nabarro Nathanson
Stockbrokers
Hoare Govett ABN AMRO
Financial Advisers
UBS Investment Bank
Secretary
N W H Clayton
Registered ofﬁce
2 Columbus Drive
Summit Avenue
Southwood
Farnborough
Hampshire
GU14 0NZ
Registered number
1882393
Website
www.ﬁrsttech.co.uk
First Technology 2004 19 Board of Directors
First Technology 2004
Frederick J Westlake
Chairman
Bruce D Atkinson
Non-Executive Director
Patrick Burgess
Senior Non-Executive Director
John Shepherd
Chief Executive 
Kevin D Breen
Chief Executive of Gas Sensing
Michael G Firth
Non-Executive Director
Jeff G Wood
Chief Operating Ofﬁcer 
Oliver G Burns
Finance Director
Ralph R Whitney Jr.
Non-Executive Director 20
First Technology 2004
Index to Section Two
Contents
21 Directors’ Report 
23 Corporate Governance Report
25 Social, Ethical and Environmental Report
27 Remuneration Report 
31 Independent Auditors’ Report 
32 Group Proﬁt and Loss Account 
33 Balance Sheets 
34 Group Cash Flow Statement 
35 Principal Accounting Policies 
37 Notes to the Accounts 
58 Composition of the Group 
59 Notice of Meeting 
62 Five Year Financial Summary 
63 Group Addresses 
65 Financial Calendar  First Technology 2004
21
The directors have pleasure in submitting their report together with
the ﬁnancial statements of the Company and the Group for the year
ended 30th April 2004.
Principal activities and business review
The Group is a global multi-technology sensing and analysis business
with strong roots in personal safety, environmental protection and
comfort. The subsidiary undertakings principally affecting the proﬁts
or net assets of the Group in the year are detailed on page 58.  
A review of operations during the year and of likely future
developments in the principal trading operations of the Group is given
in the Chairman’s Statement on pages 2 to 3 and in the Chief
Executive’s Review on pages 4 to 13. A Financial Review is given on
pages 14 to 17. 
On 22nd March 2004, the Company purchased all of the issued share
capital of Thames Side-Maywood Limited (TSM). Further details are
set out in note 27 on pages 55 and 56.
On 1st April 2004, the Company purchased 90% of the issued share
capital of EnviteC-Wismar GmbH (EnviteC). Further details are given
in note 27 on pages 55 and 56.
Results for the year and dividends
The consolidated proﬁt and loss account for the year ended 30th April
2004 is set out on page 32. The Group’s proﬁt on ordinary activities
for the year before taxation amounted to £14.8m (2003: £10.4m).
The directors recommend a ﬁnal dividend of 6.4p per share (2003:
6.1p), making a total for the year of 9.9p per share (2003: 9.5p). The
dividend is payable on 5th October 2004 to shareholders on the
register on 3rd September 2004 subject to shareholder approval at the
Annual General Meeting.
Events occurring after the year end
On 5th May 2004, the Company, together with its two wholly-owned
subsidiaries MST Technology GmbH and MST Technologies Inc.,
signed an agreement with ATMI GmbH and other subsidiaries of ATMI
Inc. (ATMI) to acquire the business and assets of ATMI’s life safety
systems division. Further details are set out in note 29(a) on page 57.
On 6th May 2004, the Company and its wholly-owned Canadian
subsidiary, First Technology Acquisition Canada Inc., entered into an
agreement with B W Technologies Limited (BWT) on the terms of a
recommended cash offer to acquire the whole of the issued and to be
issued share capital of BWT. Further details are set out in note 29(b)
on page 57.
Directors
The directors who held ofﬁce during the year were as follows:
B D Atkinson
K D Breen
D P H Burgess 
O G Burns
M G Firth (appointed 28th January 2004)
J J Salmon (resigned 31st January 2004)
J Shepherd
Dr F J Westlake
R R Whitney Jr.
J G Wood
Biographical details of all directors are set out on page 18.
Election of directors
In accordance with the Articles of Association, J G Wood, B D
Atkinson and Dr F J Westlake, who are subject to retirement by
rotation, retire at the Annual General Meeting and, being eligible, offer
themselves for re-election. M G Firth, having been appointed during
the year, retires at this year’s Annual General Meeting and offers
himself for election in accordance with the Articles of Association.
J G Wood has a service contract with the Company, which includes a
twelve month notice period. Dr F J Westlake, B D Atkinson and M G
Firth do not have service contracts with the Company or any of its
subsidiaries. As non-executive directors, B D Atkinson and M G Firth
have a letter of appointment from the Company. The Company has a
contract with Tingara International Investments Limited for the
services of Dr F J Westlake.
Directors’ interests
The directors’ interests in the ordinary shares of the Company were as
follows:
30th April 30th April
2004 2003
Number Number
Beneﬁcial
B D Atkinson 82,073 122,073
D P H Burgess 7,500 –
O G Burns 3,100 3,100
M G Firth 3,550 –
Dr F J Westlake 15,000 90,891
R R Whitney Jr. 121,877 121,877
J G Wood 62,715 87,715
There were no changes in directors’ interests between 1st May 2004
and 22nd July 2004. Details of directors’ share options are shown on
page 30.
None of the directors had any interest in the shares of any other Group
company at any time during the year.
No director had a beneﬁcial interest in any contract, other than service
contracts or letters of appointment, to which the Company or any of
its subsidiaries were party during the year.
Substantial shareholdings
On 22nd July 2004, the Company had been notiﬁed, in accordance
with sections 198 to 208 of the Companies Act 1985, of the following
interests in its issued ordinary share capital:
Number % Holding
Aviva plc 3,922,938 5.2%
Legal and General Group Plc 2,471,223 3.3%
Threadneedle Asset Management Limited 2,380,416 3.2%
Prudential plc 2,298,709 3.1%
Save for these interests, the directors have not been notiﬁed that any
person is directly or indirectly interested in 3% or more of the issued
ordinary share capital of the Company.
Employees
The Group places considerable value on the awareness and
involvement of its employees in the Group’s performance. Within the
bounds of commercial conﬁdentiality, information is disseminated to
all levels of staff about matters that affect the progress of the Group
and are of interest and concern to them as employees.  
Directors’ Report 22
First Technology 2004
The Save As You Earn Scheme is open to all UK employees of the
Group following a qualifying period and has been operating since 1994.
The Group is committed to an active Equal Opportunities Policy. It is
our policy to promote an environment free from discrimination,
harassment and victimisation, where everyone will receive equal
treatment regardless of gender, colour, ethnic or national origin,
disability, age, marital status, sexual orientation or religion. We apply
employment practices which are fair, equitable and consistent with the
skills and abilities of our employees and the needs of the business.
It is the Group’s policy to employ disabled persons wherever
practicable and to provide equal opportunity for training, career
development and promotion. The Group endeavours to offer suitable
alternative employment to any employee who, because of disablement,
is unable to carry on his or her present work. For further information
on the Group’s social and ethical policies, refer to the Social, Ethical
and Environmental Report on pages 25 to 26.
Suppliers
The Company’s policy is to pay suppliers in accordance with terms
agreed with them. Where no speciﬁc terms have been agreed, the
Group’s policy is to pay suppliers generally at the end of the month
following that in which the supplier’s invoice is received. This policy is
made known to the staff, who handle payments to suppliers and is
made known to suppliers on request. For the Group, trade creditors at
30th April 2004 represent 52 days’ purchases (2003: 47 days’
purchases). The Company itself does not trade and hence no
calculation is possible.
Donations
The Group made charitable donations of £14,000 (2003: £19,600)
during the year. No political donations were made (2003: £nil).
Annual General Meeting
The notice of meeting for the 2004 Annual General Meeting is set out
on pages 59 and 60.
Savings-Related Share Option Scheme: The initial 10 year term for
the Company’s 1994 Savings-Related Share Option Scheme is due to
expire in October 2004. The directors will seek shareholder’s approval
by ordinary resolution, (Resolution 10), to extend the scheme for a
further ﬁve years and to adopt any modiﬁcations that may be necessary
to extend the availability of the scheme to overseas employees. The
scheme will be available to all employees after a short minimum service
period. The rules of the scheme are summarised in the appendix to the
Notice convening the Annual General Meeting on page 61.
Renewal of authority to allot shares: At the Annual General Meeting
an ordinary resolution (Resolution 11) will be proposed to renew the
directors’ authority to allot relevant securities up to an aggregate
nominal amount of £2,512,135 (representing approximately 33% of
the present issued share capital), which authority will expire on 15th
September 2009. A special resolution (Resolution 12) will be proposed
to renew the directors’ authority to allot shares in connection with a
rights issue or in connection with an issue for cash up to an aggregate
nominal amount of £376,820 (being approximately 5% of the present
issued share capital). There are no present plans to allot shares other
than in connection with the Group’s employee share schemes.
Authority to make market purchases of its own ordinary shares: At
the Annual General Meeting a special resolution (Resolution 13) will
be proposed to renew the directors’ authority to make market
purchases of up to 10% of the Company’s present issued share capital.
The authority is exercisable with a minimum price of 10p per share
and a maximum price which will not be more than 105% of the
average middle market quotation for an ordinary share as derived from
the London Stock Exchange Daily Ofﬁcial List for the ﬁve business
days preceding the day of purchase. The directors have no present
plans to use this power, but would exercise the power if they were
satisﬁed that it was in the best interests of shareholders generally to do
so, and that any purchase would be likely to result in an increase in
earnings per share.
Auditors
Deloitte & Touche LLP have expressed their willingness to continue in
ofﬁce as auditors of the Company and in accordance with Section 385
of the Companies Act 1985, a resolution to reappoint Deloitte &
Touche LLP and to authorise the directors to ﬁx their remuneration
will be proposed at the Annual General Meeting.
This report was approved by the Board on 2nd August 2004.
NWH Clayton
Secretary
Directors’ Report 23
First Technology 2004
The Company recognises the importance of, and is committed to, high
standards of Corporate Governance. This statement explains how the
Company has applied the Principles of Good Governance set out in
Section 1 of the Hampel Combined Code and complies with the 
Code of Best Practice.
The Board
During the year the Board was chaired by Dr Fred Westlake as
Chairman, with John Shepherd as Chief Executive Ofﬁcer (CEO), 
Jeff Wood as Chief Operating Ofﬁcer, Oliver Burns as Group Finance
Director and Kevin Breen as Chief Executive of City Technology.
There are three independent non-executive directors: Patrick Burgess, 
Michael Firth, who joined the Board on 28th January 2004, and 
Ralph R Whitney Jr. John Salmon resigned on 31st January 2004. 
On the basis of criteria currently being applied, Bruce Atkinson is not
considered by the Board to be an independent non-executive director.
All the non-executive directors make a signiﬁcant contribution to the
functioning of the Board and its committees, and no one individual or
group dominates the Board’s decision-making process. Patrick Burgess
is recognised as the senior independent non-executive director to
whom any concerns can be conveyed. 
All directors are required to submit themselves for re-election at least
every three years. The names of those directors standing for re-election
to the Board this year are set out in the Notice of the forthcoming
Annual General Meeting on pages 59 and 60. Biographical details of
all directors are set out on page 18.
The Board’s focus is on the formulation of business strategy and policy,
and on control. The Board has adopted a formal schedule of matters
which are required to be brought to it for decision, review and follow-
up, thus ensuring that it maintains full and effective control over
appropriate strategic, ﬁnancial, organisational and compliance issues.
In addition, detailed reports are provided to the Board by each of the
executive directors on a monthly basis to enable the Board to discharge
its duties.
The Chairman is primarily responsible for the working of the Board,
and the CEO for the running of the business and implementation of
Board strategy and policy. The Board meets formally eight times a year
with other meetings as necessary. All directors have access to the advice
and services of the Company Secretary, and there is a procedure
whereby directors, wishing to do so in the furtherance of their duties,
may take independent professional advice and training at the
Company’s expense.
Principal Board Committees
The Board has established several Committees, each with speciﬁc terms
of reference. The principal ones are:
•Audit Committee 
Comprises the three independent non-executive directors. It met
three times during the year. The Group Finance Director and
external audit partner attended all meetings. The duties of the
Audit Committee include the review of the half year and annual
ﬁnancial statements before submission to the Board. It also
considers the scope and results of the external audit and its cost
effectiveness, and the independence and objectivity of the external
auditors. The Committee annually reviews and reports to the
Board on whether an Internal Audit department is required having
regard to the size and nature of the Group. 
• Risk Committee 
The role of the Committee is to review and monitor the systems of
internal control, health & safety, insurance and risk management.
It comprises the three independent non-executive directors. The
non-executive directors in turn liaise with the members of the
executive team to ensure they have a full understanding of the
issues. The Committee’s role is to promote and to embed the
culture of risk management into existing management processes.
The non-executive directors review all Group risks and assess the
adequacy of insurance cover accordingly. The Committee meets at
least twice a year.
•Remuneration Committee
Comprises all non-executive directors. The Chairman, Dr Fred
Westlake, and the CEO, John Shepherd, attend the Remuneration
Committee meetings but neither is present when their own
remuneration is being considered. The Committee meets at least
three times a year and is responsible for reviewing and
recommending all elements of executive directors’ remuneration.
Full details of directors’ remuneration and a statement of the
Company’s policy on executive directors’ remuneration are set out
in the Remuneration Report on pages 27 to 30.
•Nominations Committee
The role of the Committee is to identify, evaluate and recommend
candidates for appointment and reappointment to the Board. The
Committee met once during the year. The Committee is also
responsible for reviewing and evaluating the performance of the
executive directors and comprises the Chairman and the three
independent non-executive directors.
Patrick Burgess is Chairman of the Audit, Risk and Remuneration
Committees and Dr Fred Westlake chairs the Nominations
Committee. The Committee Chairmen report to the Board after each
meeting. The remits of each Committee are reconsidered annually by
the relevant Committee and the Board.
Corporate Governance Report 24
First Technology 2004
Relations with shareholders
The Company values its dialogue with both institutional and private
investors. Two-way communication with institutional investors,
analysts and private investors is actively pursued, and a series of
presentations and meetings are held throughout the year and following
the announcement of interim and preliminary results. All
announcements can be accessed from the Company’s website as soon as
practical after they have been released to the London Stock Exchange,
to ensure information is available to all shareholders.
This year’s Annual General Meeting will be held on 15th September
2004, at which time the Chairmen of the principal Board committees
will be available to answer shareholders’ questions. The Company will
continue its practice of proposing individual resolutions, including a
separate resolution relating to the directors’ report and ﬁnancial
statements. This year, the directors will also propose a separate
resolution relating to the remuneration report. Proxy votes will be
displayed at the Annual General Meeting after each vote on a show of
hands.
Statement of directors’ responsibilities
United Kingdom company law requires the directors to prepare
ﬁnancial statements for each ﬁnancial year which give a true and fair
view of the state of affairs of the Company and the Group at the end
of the ﬁnancial year and of the proﬁt of the Group for that year.
After making due enquiries, the directors are satisﬁed that the
Company and the Group have adequate resources to continue in
business for the foreseeable future. For this reason, they continue to
adopt the going concern basis in preparing the ﬁnancial statements.
In preparing the 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; and
• state whether applicable accounting standards have been followed,
subject to any material departures disclosed and explained in the
ﬁnancial statements. 
The directors are responsible for keeping proper accounting records
which disclose with reasonable accuracy at any time the ﬁnancial
position of the Company and the Group and enable them to ensure
that the ﬁnancial statements comply with the Companies Act 1985.
They are also responsible for the system of internal control, for
safeguarding the assets of the Company and the Group and for taking
reasonable steps for the prevention and detection of fraud and other
irregularities.
The Board of directors has overall responsibility for ensuring that the
Group maintains a system of internal control to provide it with
reasonable assurance regarding effective and efﬁcient operations,
internal ﬁnancial control and compliance with laws and regulations.
There are inherent limitations in any system of internal control and,
accordingly, even the most effective system can provide only
reasonable, and not absolute, assurance against material misstatement
or loss.
The key features of the internal control system that operated
throughout the year covered by the ﬁnancial statements are described
under the following headings:
Control environment
The Board has in place an organisational structure with clearly deﬁned
and understood lines of responsibility and delegation of authority from
the Board to operating units. A formal manual of Group Policies and
Procedures is in place and is reviewed and updated (under the remit of
the Risk Committee) at least annually.
Identiﬁcation and evaluation of business risks and control
procedures
The Board has the primary responsibility for identifying the major
business risks facing the company and developing the appropriate
policies to manage those risks. The Company operates a business risk
management process to enable the Board to identify and evaluate key
business risks. The Board continues to formulate policies to address
those risks. 
Financial control and information systems
The Group operates a planning and budgeting system with an annual
budget approved by the Board. There is a ﬁnancial reporting system
which compares results with the budget, the previous year and an 18
month forecast on a monthly basis so as to identify any variances from
approved plans. Financial reviews of the major operating units are
undertaken regularly. Revised forecasts for the year are formally
prepared twice a year. In addition, there are deﬁned procedures for
seeking and obtaining approval for major contracts, capital expenditure
and organisational changes, as well as regular reviews of the major
business risks.
Monitoring
The Board has delegated to executive management implementation of
the system of internal control procedures. Executive management is
responsible for a system of self certiﬁcation to identify, track and report
on all key business risks. The operation of internal controls is
monitored by the Risk Committee, which reports to the Board.
Internal reviews take place to ensure that the group policies and
procedures are adhered to and to review the effectiveness of controls in
place. The results of these reviews are reported to the Risk Committee. 
The process for identifying, evaluating and managing the signiﬁcant risks
faced by the Group has been in place for the year under review and up to
the date of approval of the Annual Report and Accounts and has been
regularly reviewed by the Board and accords with the T urnbull Guidance.
In accordance with the recommendations of the Smith Report, the
Board has also reviewed the requirement for a formal internal audit
function. In previous years, the Board concluded that there was no
requirement for a formal internal audit function. However, in view of the
four recent acquisitions made by the Group in the period from March to
June 2004, the Board is now in the process of reviewing the requirements
for a formal internal audit function for the enlarged Group.
The Board has reviewed the effectiveness of the Group’s systems of
internal control during the year.
Compliance with the Hampel Combined Code
Throughout the year ended 30th April 2004, the Company was in
compliance with the provisions set out in Section 1 of the Hampel
Combined Code on Corporate Governance issued by the Financial
Services Authority, except that the Remuneration Committee did not
consist exclusively of independent non-executives as required by
provision B2.2 of the Code. Bruce Atkinson, who is not considered by
the Board to be independent, is a member of the Remuneration
Committee in view of his knowledge of the Group’s senior operational
management.
Corporate Governance Report 25
First Technology 2004
Social, Ethical and Environmental Report
The Board of First Technology recognises the importance of all aspects
of corporate social responsibility (CSR) and retains ultimate responsibility
for the development, implementation and review of the Group’s social,
ethical and environmental policies. Through the Chief Operating
Ofﬁcer, management teams in the individual operating units ensure that
these policies are communicated to all employees and followed effectively
within the conﬁnes of the local laws and regulations applicable to their
businesses. Our policies are continuously being reviewed to ensure
their evolution keeps pace with operational developments within the
Group and with ever-changing external guidelines and regulations. 
The Risk Committee monitors the position regularly. 
Written conﬁrmation of compliance with Group policies by the
operating units is received annually and in future, any formalisation of
the internal audit function that may result from the Board’s current
review of this area will have a positive impact on the monitoring of the
compliance process. The Board believes the nature of the Group’s
activities to date does not present any signiﬁcant social, ethical or
environmental risks. Nonetheless as part of the Group’s overall system of
internal controls, operating units are required to identify, assess,
prioritise, monitor and establish procedures to manage any key
business risks; this includes those risks relevant to social, ethical and
environmental matters, as well as the more ‘traditional’ commercial risk
issues. Risk proﬁles are formally documented and subject to regular
review by divisional management. The Risk and Audit Committees
also monitor the Group’s risk position. Any important changes in the
units’ risk proﬁles are highlighted each month in management reports
and appropriate action is taken to minimise any exposure. The
executive directors report to the Board on any changes in the business
and external environment which present signiﬁcant risk.
First Technology PLC is proud to have been designated a member of
the FTSE4Good UK Index of socially responsible companies since the
FTSE4Good Index Series was established in July 2001.
Environment
It is the Group’s policy to be an industry leader in environmental
protection. We believe that sound environmental policy contributes to
our competitive strength and beneﬁts our customers, shareholders, and
employees by contributing to our overall well-being and economic
health. We are committed to being responsible citizens in the
communities in which we operate, and we work closely with regulators
and community based environmental groups.
We will:
•strive to ensure compliance with environmental laws and
regulations which apply to the Company and its subsidiaries; 
• work continually to improve the effectiveness of our environmental
management;
• seek to prevent pollution before it is produced and to reduce the
amount of waste at our facilities;
• seek to minimise the environmental impact of our products during
use and disposal;
•provide appropriate environmental training and educate employees
to be environmentally responsible;
•provide employee and community protection through industrial
hygiene and facility emission surveillance;
• ensure chemicals and processes used or proposed for use within our
operations comply with environmental regulations;
•re-use and re-cycle whenever possible;
• communicate this policy to all employees; and
• monitor our environmental performance regularly through the
setting and reviewing of environmental objectives and targets.
The nature of the Group’s products and manufacturing operations is
such that the Board considers there are no processes which have any
signiﬁcant environmental impact. All operations comply with the
environmental legislation in force in the countries in which they are
located. The Group recognises the importance of sound environmental
practices and remains alert at all times to the potential impact its
operations may have on the World around us. Business units are tasked
with setting environmental targets appropriate to their individual
operations and are encouraged at all times to minimise waste, increase
recycling efforts and reduce energy consumption.
The Company is pleased to use recycled paper for the production of
this Annual Report. Section One of the report is printed on Mega
Matt which is made from 50% recycled and 50% chlorine-free pulp.
Section Two is printed on Arcoprint which is acid-free, low in chlorine
content, completely bio-degradable and recyclable.
All of the Group’s principal operating sites, except those acquired
during the year, carry the ISO 14001 certiﬁcation for Environmental
Management Systems. It is the Group’s intention to achieve
certiﬁcation for these businesses by the end of December 2005.
Health and Safety
The Group strives for continual improvement in health and safety
performance. The Group’s policy is to manage its activities so that its
employees and visitors are not exposed to unnecessary or unacceptable
risks to their health and safety in their working environment. The day-
to-day responsibility for the health and safety of all employees and
visitors is delegated to operating unit management. All units are
required to produce and publish to all employees a written health and
safety policy that complies not only with the Group’s guidelines, but
also relevant local laws and standards. In each operating unit, there is
at least an individual representative, but more usually a Works Council
or Health & Safety Committee, responsible for monitoring
performance. Health and safety training is provided where necessary.
The Group’s Health and Safety policy requires that:
•responsibility for health and safety performance is clearly assigned
and understood;
• health and safety measures are effectively communicated to all
employees; adequate training is provided and monitoring processes
are put in place to maximise the health and safety at work of all
Group employees;
• appropriate equipment and protective clothing are available at all
times;
• all employees are encouraged to contribute to the development of
health and safety procedures through regular consultation in
meetings or discussion with their appropriate local health and
safety representative; and
• health and safety performance is regularly monitored to ensure the
continued effectiveness of the Group’s policies. 26
First Technology 2004
Social, Ethical and Environmental Report
Periodic Group and external audits of health and safety procedures assess
the effectiveness of the policies in place and compliance with those policies. 
The Company expects that in those countries where lower standards
are generally enforced, ofﬁcers and employees will nevertheless observe
and comply with the high standards set by the Company.
Social and Ethical Policy
Our businesses operate mainly in Western Europe, the US, Canada
and the Dominican Republic. In addition, we have contractual
relationships with suppliers and customers in many other parts of the
world. First Technology is committed to compliance with the relevant
local laws and ethical standards across all territories of Group
operation. As with the environmental and health and safety policies,
responsibility for the day-to-day management of and compliance with
First Technology’s social and ethical guidelines lies with the
management of the various units. 
The Group’s policy requires all operating companies to conform to the
following requirements:
• compliance with all relevant employment laws concerning equal
rights and opportunities, including regulations to protect
individuals against discrimination or harassment on the grounds of
race, religion, gender, age, disability and sexual inclination;
•a Code of Conduct which sets out the framework within which
employees are expected to observe high standards of business ethics
in dealings with the company, its customers, its suppliers, and
other business and personal contacts; 
• legal right or licence to use all installed software;
• compliance with all export control regulations;
• compliance with relevant data protection laws and working time
regulations; and
•requirement that no individual under school-leaving age be
employed in First Technology.
As with health and safety procedures, employees are encouraged to
raise any concerns they may have in this area or suggest new policies
through regular staff meetings or Works Councils where applicable.
The Board values the effectiveness of clear communication in all policy
matters and promotes the continuous improvement of social and
ethical performance. 
The Group recognises the importance of attracting, motivating and
retaining personnel of the highest calibre across all levels.
Remuneration policies are designed to reward achievement and the
Group is committed to providing appropriate employee training and
development. As with other policy areas, day-to-day responsibility for
the implementation of suitable local guidelines is delegated to the
management of the Group’s operating units. 
First Technology takes pride in its support of local community
activities. Charitable donations in 2004 totalled £14,000 (£2,000 in
the UK). No political donations were made.
Monitoring targets
Group companies are required to report performance against certain
targets twice a year at both the interim and full year end. Performance
trends against targets for energy and water consumption are monitored
to ensure standards are at least maintained, and wherever practical,
improved. 27
First Technology 2004
Executive remuneration packages are prudently designed to be
appropriate to the role, responsibility and performance of the director
and to attract, motivate and retain individuals of the necessary calibre.
The underlying philosophy of the Committee is to provide basic
salaries at the upper median levels by comparison to survey data of
comparable publicly quoted companies. This is aimed at maintaining
good management, while still providing potential for upper quartile
earnings when corporate and individual performances justify it.
Executive directors are entitled to accept appointments outside the
Company with the Chairman’s permission. 
Elements of remuneration
Executive directors’ total remuneration consists of: 
• long term performance-related components – share incentives
• short term performance-related components – annual bonus plan 
•ﬁxed components – basic annual salary, beneﬁts and pension
Share incentives
The Committee believes that share incentives should represent a
signiﬁcant element of the Company’s remuneration policy. The
Company’s schemes have been developed to provide long term
management focus and motivation with the ﬂexibility necessary to
allow them to respond to changes in market practice and different
geographic norms. In North America in particular, there are fewer
restrictions on the number of options that may be granted,
performance criteria are uncommon and vesting periods are often
shorter. 
The Committee operates the following share incentive schemes:
• Long Term Incentive Plan (LTIP): the LTIP was approved by
shareholders in 1998. No awards have been made under this plan.
•First Technology PLC 1994 Executive Share Option Scheme (1994
ESOS): the 1994 ESOS was approved by shareholders in 1994 and
its rules reﬂect market practice at that time. Subsisting options vest
if the growth in headline earnings per share over three consecutive
years exceeds the growth in the RPI by at least 2% per annum. No
further grants will be made to executive directors under this scheme.
• City Technology Holdings plc Executive Share Option Scheme
(City ESOS): as a result of the acquisition of City Technology
Holdings plc in April 2000, the City ESOS has granted
replacement options over shares in First Technology PLC. These
options have no further performance criteria attached. No further
grants will be made under this scheme.
• US Stock Option Plan (US SOP): this plan was approved by
shareholders in 1999. Options granted prior to 11th July 2001 are
governed by the same performance criteria as the 1994 ESOS
above. Grants after that date are subject to the grant criteria of the
2001 ESOS and the performance criteria below.
•First Technology PLC 2001 Executive Share Option Scheme (2001
ESOS): the 2001 ESOS was approved by shareholders in 2001.
The 2001 ESOS is subject to an overall limit of 10% of issued
share capital in any ten year period (including options granted
under other share incentive schemes). The 2001 ESOS embodies
the principle of annual grants of options up to a maximum exercise
value of one year’s salary and the Committee will apply appropriate
flow rate policies to ensure adequate headroom remains in later years.
Introduction
This report outlines the Company’s policy on directors’ remuneration
and gives details of the executive directors’ salaries, annual bonuses,
long term incentives and pensions, and of the fees for non-executive
directors. It has been prepared in accordance with the Directors’
Remuneration Report Regulations 2002 (the Regulations). The report
also meets the relevant requirements of the Listing Rules of the
Financial Services Authority and describes how the Board has applied
the Principles of Good Governance relating to directors’ remuneration
as set out in the Combined Code. As required by the Regulations, a
resolution to approve the report will be proposed at the Annual
General Meeting.
The Regulations require the auditors to report to the Company’s
members on the “auditable part” of the directors’ remuneration report
and to state whether in their opinion that part of the report has been
properly prepared in accordance with the Companies Act 1985 (as
amended by the Regulations). The report has therefore been divided
into separate sections for unaudited and audited information.
UNAUDITED INFORMATION
The Committee
The Company has established a Remuneration Committee, which is
constituted in accordance with the recommendations of the Combined
Code. The Committee decides the remuneration policy and makes
recommendations to the Board regarding the remuneration of
executive directors as well as recommending all grants of share options
and awards under the Long Term Incentive Plan. Its remit also
includes determining the principal terms and conditions of executive
contracts.
Its members comprise the non-executive directors, Bruce Atkinson,
Michael Firth, Ralph R Whitney Jr. and its chairman Patrick Burgess.
Members of the Committee do not have any personal ﬁnancial interest
(other than as shareholders, where that is the case) in matters decided
by the Committee, nor do they have any potential conﬂict of interest
arising from cross-directorships or day-to-day involvement in running
the Group’s business.
The Committee met three times during the year. While the Chairman
of the Company, Dr Fred Westlake, and the CEO, John Shepherd, are
not members of the Committee, they normally attend meetings except
when the Committee is considering matters concerning themselves.
The Board has accepted all the recommendations made by the
Committee during the year.
The Committee has access to professional advice inside and outside 
the Company. 
Remuneration policy
The Committee’s policy is to ensure that that the Company’s executive
directors and senior executives are fairly rewarded for their
contribution to the Group’s operating and ﬁnancial performance
having due regard to the interests of the shareholders and to the
ﬁnancial and commercial health of the Group. The Committee believes
that share incentives are an important element of executive
remuneration in order to align directors’ interests with the interests of
shareholders.
Remuneration Report 28
First Technology 2004
Performance criteria
The Committee has set the minimum performance criteria for future
awards under all share incentive schemes with regard to balancing the
need to offer internationally competitive remuneration packages, with
the overriding principle that large awards should only be made on
condition of meeting demanding performance criteria. The Committee
reviews performance criteria annually. 
The minimum performance criterion, approved by shareholders in
2001, requires a sustained and signiﬁcant improvement in the Group’s
ﬁnancial performance over a minimum holding period of at least three
years. The performance test for awards over shares with a value up to
50% of basic salary is that the growth in the Group’s headline earnings
per share for three consecutive ﬁnancial years (commencing with the
year current at the date of grant) exceeds the growth in the UK Retail
Price Index (RPI) by an average of at least 3% per annum. The test for
awards over shares with a value in excess of 50% of basic salary will
take the form of a straight line sliding scale, whereby the maximum
vesting of an award will occur only if the growth in the Group’s
headline earnings per share for three consecutive ﬁnancial years
(commencing with the year current at the date of grant) exceeds the
growth in the RPI by an average of at least 13% per annum. In the
event that the performance criteria are not met at the end of the initial
three year period, the relevant options will lapse.
The Remuneration Committee has initiated an across-the-board review
of all longer term incentives and share award schemes to determine
how these may best be applied to support and reinforce the
commitment of all personnel to the Group’s strategic objectives.
Performance graph
The total shareholder return (“TSR”) on a holding of shares in the
Company over the last six years is set out below and shown against a
comparator index (FTSE All Share) chosen on the basis that those UK
quoted businesses that the Board considers to be most comparable are
themselves constituents of several sectors.
Annual bonus plan
The shorter term performance-related component of executive
directors’ remuneration consists of an annual bonus. The Committee
reviews and establishes the objectives that must be met and sets bonus
targets annually. The maximum entitlement, currently 50% of basic
salary (60% in the case of the CEO), is reviewed from time to time
and is set in line with survey data of comparable publicly quoted
companies. For the year ended 30th April 2004, bonuses of 15% were
payable to each executive director. No transaction bonuses have been
awarded or promised.
For the year ended 30th April 2005, the targets comprise a mix of
demanding operational and ﬁnancial targets based on both the ﬁnancial
performance of the Group as a whole (as reﬂected in proﬁt before tax)
and speciﬁc areas of responsibility.
Fixed components 
The ﬁxed components of executive remuneration are:
•Basic salary: The Committee reviews basic salaries annually on 1st
May in the light of individual and Group performance and also
when an individual changes position or responsibility. In deciding
appropriate levels, the Committee has due regard to survey data of
comparable publicly quoted companies and the general movement
of basic salaries within the Group.
•Beneﬁts: Executive directors are entitled to a company car or car
allowance, health, life and disability insurance. Beneﬁts are not
pensionable.
•Pensions: Executive directors participate in appropriate Group or
personal pension arrangements. 
Service contracts
It is the Company’s policy that executive directors should have
contracts with an indeﬁnite term providing for a maximum of one
year’s notice. The details of the executive directors’ contracts are
summarised in the table below:
Date of contract Notice period
Chairman
Dr F J Westlake 1st July 2004 Nil
Executive Directors
K D Breen 21st July 1997 1 year
O G Burns 1st May 1998 1 year
J Shepherd 10th March 2003 1 year
J G Wood 23rd February 1999 1 year
In the event of termination, the directors’ contracts provide for
compensation up to a maximum of basic salary and other ﬁnancial
contractual entitlements for the period of notice. 
The Company recognises that in order to attract individuals of the
necessary calibre, it may be necessary to offer a longer initial notice
period reducing to one year at the earliest opportunity. In this respect, 
J Shepherd’s contract includes a change of control clause, which, in the
event of a change of control of the Company, entitles him to receive a
lump sum payment equivalent to one and a half times basic annual
gross salary, reducing to nil from 10th March 2005.
The Company has a contract with Tingara International Investments
Limited for the services of Dr F J Westlake, with no notice period.
Non-executive directors have letters of appointment with no notice
periods. 
All directors are subject to re-election in accordance with the
Company’s Articles of Association. 
Non-executive remuneration 
The remuneration of non-executive directors is determined by the
Board. Their remuneration is not pensionable and they are not eligible
for performance-related remuneration.
Remuneration Report
4/30/00 4/30/01 4/30/02 4/30/03 4/30/04 4/30/99
200.0
180.0
160.0
140.0
120.0
100.0
80.0
60.0
40.0
20.0
First Technology FTSE All Share
Return index (rebased to 100) 29
First Technology 2004
AUDITED INFORMATION 
Directors’ emoluments
Full details of each director’s individual remuneration is set out below:
Salary Annual 2004 2003
or fees Beneﬁts bonus Total Total
£’000 £’000 £’000 £’000 £’000
Chairman
Dr F J Westlake 134 26 – 160 341
Executive Directors
J Shepherd 265 22 40 327 40
B D Atkinson* – – – – 9
K D Breen 178 15 27 220 172
O G Burns 218 20 33 271 229
J G Wood 180 10 27 217 200
975 93 127 1,195 991
Non-Executive Directors
B D Atkinson* 27 – – 27 31
D P H Burgess 50 – – 50 32
M Firth (appointed 28th January 2004) 7 – – 7 –
J J Salmon (resigned 31st January 2004) 20 – – 20 26
R R Whitney Jr. 27 – – 27 26
1,106 93 127 1,326 1,106
*Bruce Atkinson retired from executive duties on 7th May 2002.
Directors’ pensions
K D Breen, O G Burns and J Shepherd receive contributions to their personal money purchase pension schemes. J G Wood receives
contributions to a 401k Plan and in addition is a member of the First Technology Supplemental Executive Retirement Plan. All
contributions are based on basic salary. Contributions accrued during the year as follows:
2004 2003
£’000 £’000
K D Breen 19 18
O G Burns 41 39
J Shepherd 49 7
J G Wood 33 33
142 97 30
First Technology 2004
Directors’ share options
Details of directors’ shareholdings are disclosed in the Directors’ Report on page 21 and details of each director’s share options are set
out below: 
Number of options Date from
At 1st Cancelled/ At 30th Exercise which Expiry
May 2003 Granted Expired Exercised April 2004 price exercisable date
K D Breen
Executive options (1) 20,500––– 20,500 426.8p 01.11.00 31.10.07
Executive options (1) 41,000––– 41,000 423.9p 29.09.02 28.09.09
Executive options (2) 25,000––– 25,000 442p 11.07.04 10.07.11
Executive options (3) 46,000––– 46,000 339p 30.07.05 29.07.12
Executive options (3) – 35,000 – – 35,000 303p 06.08.06 05.08.13
SAYE options 831 – 831 – – 466p 01.10.03 01.04.04
SAYE options 1,088 – 1,088 – – 356p 01.10.04 01.04.05
SAYE options – 4,868 – – 4,868 190p 01.10.06 01.04.07
–
O G Burns
Executive options (2) 62,276––– 62,276 334p 24.02.01 23.02.08
Executive options (2) 45,000––– 45,000 497p 29.10.02 28.10.09
Executive options (2) 30,000––– 30,000 497p 29.10.03 28.10.09
Executive options (2) 25,000––– 25,000 442p 11.07.04 10.07.11
Executive options (3) 46,000––– 46,000 339p 30.07.05 29.07.12
Executive options (3) – 35,000 – – 35,000 303p 06.08.06 05.08.13
SAYE options 831 – 831 – – 466p 01.10.03 01.04.04
SAYE options 948––– 948 356p 01.10.04 01.04.05
SAYE options – 3,894 – – 3,894 190p 01.10.06 01.04.07
J Shepherd
Executive options (3) 70,000––– 70,000 175p 28.03.06 27.03.13
Executive options (3) – 40,000 – – 40,000 303p 06.08.06 05.08.13
SAYE options – 4,868 – – 4,868 190p 01.10.06 01.04.07
Dr F J Westlake
Executive options (2) 101,796––– 101,796 334p 24.02.01 23.02.08
Executive options (2) 60,000––– 60,000 497p 29.10.02 28.10.09
Executive options (2) 40,000––– 40,000 497p 29.10.03 28.10.09
J G Wood
US Stock Options 61,500––– 61,500 $9.20 10.08.03 09.08.10
US Stock Options 25,000––– 25,000 $6.26 11.07.04 10.07.11
US Stock Options 46,000––– 46,000 $5.29 30.07.05 29.07.12
US Stock Options – 35,000 – – 35,000 $4.87 06.08.06 05.08.13
Note: (1) Options granted under the City Technology Holdings plc Executive Share Option Scheme.
(2) Options granted under the First Technology PLC 1994 Executive Share Option Scheme.
(3) Options granted under the First Technology PLC 2001 Executive Share Option Scheme.
There have been no variations to the terms and conditions or performance criteria for share options during the ﬁnancial year. The
performance criteria relevant to the share options are explained above in the unaudited section of this report.
The market price of the ordinary shares at 30th April 2004 was 332.5p and the range during the year was 212.0p to 366.5p.
Approval
This report was approved by the Board on 2nd August 2004 and signed on its behalf by:
N W H Clayton
Secretary
Remuneration Report 31
First Technology 2004
Independent Auditors’ Report to the members of 
First Technology PLC
We have audited the ﬁnancial statements of First Technology PLC for
the year ended 30th April 2004 which comprise the group proﬁt and
loss account, the balance sheets, the group cash ﬂow statement, the
group statement of total recognised gains and losses, the statement of
principal accounting policies and the related notes 1 to 29, together
with the reconciliation of operating proﬁt to net cash inﬂow from
operating activities. These ﬁnancial statements have been prepared
under the accounting policies set out therein. We have also audited the
information in the part of the directors’ remuneration report that is
described as having been audited.
This report is made solely to the company’s members, as a body, in
accordance with section 235 of the Companies Act 1985. Our audit
work has been undertaken so that we might state to the company’s
members those matters we are required to state to them in an auditors’
report and for no other purpose. To the fullest extent permitted by law,
we do not accept or assume responsibility to anyone other than the
company and the company’s members as a body, for our audit work,
for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As described in the statement of directors’ responsibilities, the
company’s directors are responsible for the preparation of the ﬁnancial
statements in accordance with applicable United Kingdom law and
accounting standards. They are also responsible for the preparation of
the other information contained in the annual report including the
directors’ remuneration report. Our responsibility is to audit the
ﬁnancial statements and the part of the directors’ remuneration report
described as having been audited in accordance with relevant United
Kingdom legal and regulatory requirements and auditing standards.
We report to you our opinion as to whether the ﬁnancial statements
give a true and fair view and whether the ﬁnancial statements and the
part of the directors’ remuneration report described as having been
audited have been properly prepared in accordance with the
Companies Act 1985. We also report to you if, in our opinion, the
directors’ report is not consistent with the ﬁnancial statements, if the
company has not kept proper accounting records, if we have not
received all the information and explanations we require for our audit,
or if information speciﬁed by law regarding directors’ remuneration
and transactions with the company and other members of the group is
not disclosed.
We review whether the corporate governance statement reﬂects the
company's compliance with the seven provisions of the Combined
Code speciﬁed for our review by the Listing Rules of the Financial
Services Authority, and we report if it does not. We are not required to
consider whether the board's statements on internal control cover all
risks and controls, or form an opinion on the effectiveness of the
group's corporate governance procedures or its risk and control
procedures.
We read the directors’ report and the other information contained in
the annual report for the above year as described in the contents
section including the unaudited part of the directors’ remuneration
report and consider the implications for our report if we become aware
of any apparent misstatements or material inconsistencies with the
ﬁnancial statements.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom auditing
standards issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the amounts and
disclosures in the ﬁnancial statements and the part of the directors’
remuneration report described as having been audited. It also includes
an assessment of the signiﬁcant estimates and judgments made by the
directors in the preparation of the ﬁnancial statements and of whether
the accounting policies are appropriate to the circumstances of the
company and the group, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the
information and explanations which we considered necessary in order
to provide us with sufﬁcient evidence to give reasonable assurance that
the ﬁnancial statements and the part of the directors’ remuneration
report described as having been audited are free from material
misstatement, whether caused by fraud or other irregularity or error.
In forming our opinion we also evaluated the overall adequacy of the
presentation of information in the ﬁnancial statements and the part of
the directors’ remuneration report described as having been audited.
Opinion 
In our opinion:
• the ﬁnancial statements give a true and fair view of the state of
affairs of the company and the group as at 30th April 2004 and of
the proﬁt of the group for the year then ended; and 
• the ﬁnancial statements and the part of the directors’ remuneration
report described as having been audited have been properly
prepared in accordance with the Companies Act 1985.
Deloitte & Touche LLP
Chartered Accountants and Registered Auditors
Reading
2nd August 2004
Independent Auditors’ Report 32
First Technology 2004
2004 2003
Note £’m £’m
Turnover 2
Existing operations 117.6 127.6
Acquisitions 1.2 –
118.8 127.6
Cost of sales (70.1) (75.5)
Gross proﬁt 48.7 52.1
Operating costs
Reorganisation costs 3 (0.7) (1.5)
Goodwill:
– amortisation 10 (8.4) (8.7)
– impairment losses 10 – (4.9)
Other operating costs 3 (24.5) (25.6)
Total operating costs 3 (33.6) (40.7)
Operating proﬁt 3,4
Existing operations 14.9 11.4
Acquisitions 0.2 –
15.1 11.4
Finance charges 6 (0.3) (1.0)
Proﬁt on ordinary activities before taxation 14.8 10.4
Tax on proﬁt on ordinary activities 7 (3.2) (4.7)
Proﬁt for the ﬁnancial year 11.6 5.7
Dividends paid and proposed 8 (7.5) (7.2)
Retained proﬁt/(loss) for the ﬁnancial year 4.1 (1.5)
Headline earnings per share 9 27.3p 27.2p
Basic earnings per share 9 15.4p 7.6p
Diluted basic earnings per share 9 15.3p 7.6p
Dividends per share 8 9.9p 9.5p
Proﬁt on ordinary activities before taxation, goodwill items and reorganisation costs £23.9m £25.5m
2004 2003
Note £’m £’m
Proﬁt for the ﬁnancial year 11.6 5.7
Foreign currency translation (2.0) (0.1)
Actuarial gains/(losses) recognised in the pension schemes 18 0.4 (1.6)
Deferred tax thereon (0.2) 0.5
Total recognised gains and losses relating to the year 9.8 4.5
Group Proﬁt and Loss Account
for the year ended 30th April 2004
Statement of Total Recognised Gains and Losses
for the year ended 30th April 2004 33
First Technology 2004
Group Group Company Company
2004 2003 2004 2003
Note £’m £’m £’m £’m
Fixed assets
Goodwill 10 136.8 138.3 – –
Other intangible ﬁxed assets 10 – – 7.1 8.5
Tangible assets 11 19.0 16.8 – –
Investments 12 0.5 0.5 225.8 225.6
156.3 155.6 232.9 234.1
Current assets
Stocks 13 13.3 13.9 – –
Debtors 14 23.8 24.8 7.7 9.7
Cash at bank and in hand 24 7.3 3.8 – –
44.4 42.5 7.7 9.7
Creditors:
amounts falling due within one year 15 (35.6) (34.9) (83.3) (102.9)
Net current assets/(liabilities) 8.8 7.6 (75.6) (93.2)
Total assets less current liabilities 165.1 163.2 157.3 140.9
Creditors:
amounts falling due after more than one year 16 (0.4) (0.5) (97.7) (80.2)
Net assets excluding pension liability 164.7 162.7 59.6 60.7
Pension liability 18 (1.4) (2.0) – –
Net assets including pension liability 163.3 160.7 59.6 60.7
Capital and reserves
Called up share capital 19 7.5 7.5 7.5 7.5 
Share premium account 20 48.7 48.7 48.7 48.7 
Merger reserve 20 69.6 69.6 – – 
Proﬁt and loss account 20 37.2 34.9 3.4 4.5
Equity shareholders’ funds 163.0 160.7 59.6 60.7
Minority interest 22 0.3 – – –
Total capital employed 163.3 160.7 59.6 60.7
The ﬁnancial statements on pages 32 to 58 were approved by the Board on 2nd August 2004.
J Shepherd
Director
O G Burns
Director
Balance Sheets
as at 30th April 2004 34
First Technology 2004
2004 2003
Note £’m £’m
Net cash inﬂow from operating activities 29.1 29.8
Returns on investments and servicing of ﬁnance 23 (0.4) (0.7)
Taxation 23 (3.6) (4.3)
Capital expenditure and ﬁnancial investment 23 (3.1) (5.1)
Acquisitions and disposals 23 (12.2) (1.7)
Equity dividends paid (7.2) (6.9)
Net cash inﬂow before ﬁnancing 2.6 11.1
Financing 23 0.4 (10.6)
Increase in cash in the year 3.0 0.5
Reconciliation of operating proﬁt to net cash inﬂow from operating activities
2004 2003
£’m £’m
Operating proﬁt 15.1 11.4
Depreciation and amortisation charges 12.1 18.4
Decrease/(increase) in stocks 1.7 (2.5)
Decrease in debtors 2.8 3.1
(Decrease)/increase in creditors (1.1) 1.0
Loss on disposal of ﬁxed assets 0.1 –
Adjustment for pension funding (0.4) (0.6)
Exchange differences (1.2) (1.0)
Net cash inﬂow from operating activities 29.1 29.8
Group Cash Flow Statement
for the year ended 30th April 2004 35
First Technology 2004
Basis of preparation
The ﬁnancial statements have been prepared under the historical cost
convention and in accordance with applicable United Kingdom
accounting standards.
Basis of consolidation
The consolidated ﬁnancial statements incorporate the accounts of First
Technology PLC and all its subsidiaries for the year ended 30th April
2004. The results of subsidiaries acquired or sold are included from the
date of acquisition or to the date of disposal.
Turnover
Turnover represents amounts receivable for goods and services provided
in the normal course of business, net of trade discounts, VAT and
other sales related taxes.
Taxation
Corporation tax is provided at amounts expected to be paid or received
using the current tax rates and law.
Deferred tax is provided in full on timing differences which result in
an obligation at the balance sheet date to pay more tax, or a right to
pay less tax, at a future date, at rates expected to apply when they
crystalise based on current tax rates and law. Deferred tax assets are
recognised to the extent that it is regarded as more likely than not that
they will be recovered. Deferred tax assets and liabilities are not
discounted.
Foreign currency
Transactions denominated in foreign currencies are recorded at the rate
ruling on the date of the transaction, or if hedged, at the forward
contract rate. Monetary assets and liabilities denominated in foreign
currencies are translated into sterling at the exchange rate ruling at the
balance sheet date unless matching forward foreign exchange contracts
have been entered into, in which case the rate speciﬁed in the relevant
contract is used. The trading results of the overseas subsidiaries are
translated into sterling at the average rate for the year. Translation
differences arising on the restatement of the net investment in these
companies, their results and related hedging instruments are dealt with
as adjustments to reserves. All other differences are taken to the proﬁt
and loss account.
Research and development
Development expenditure relating to speciﬁc projects intended for
commercial exploitation is written off to the proﬁt and loss account in
the year in which it is incurred, other than that which is considered
fully recoverable over the periods expected to beneﬁt from the project.
Such expenditure is carried forward and amortised over the periods
expected to beneﬁt from it, commencing with the period in which
related sales are ﬁrst made. Expenditure on research is written off to
the proﬁt and loss account as incurred.
Goodwill and other intangible ﬁxed assets
Goodwill arising on acquisitions of subsidiaries since 1st May 1998 is
capitalised and represents the excess consideration over the fair value of
the assets acquired. Goodwill arising on acquisitions prior to that date
was written off to reserves as a matter of accounting policy and as
permitted under the transition arrangements of FRS 10 and amounts
to £9.6 million (2003: £9.6 million). This goodwill will be charged to
the proﬁt and loss account on the subsequent disposal of the subsidiary
undertakings to which this goodwill relates. Payments made to acquire
intellectual property rights are stated at cost. Provision is made for any
impairment. Goodwill and other intangible ﬁxed assets are written off
over their expected useful lives at the following rates per annum on a
straight line basis.
Goodwill 5%
Intellectual property rights 10% to 33%
Tangible ﬁxed assets
Tangible ﬁxed assets are stated at cost less depreciation and provision
for impairment. Depreciation is charged at annual rates calculated to
write down assets to their residual values over their expected useful
lives at the following rates per annum:
Freehold buildings 2%
Short leaseholds Over the term of the lease
Plant, computers and ﬁxtures 10% to 33%
Motor vehicles 25% to 33%
Freehold land is not depreciated.
Leased assets
Fixed assets held under ﬁnance leases are capitalised and depreciated
over their expected useful economic lives. The ﬁnance charge is
allocated to the proﬁt and loss account over the primary period of the
lease in proportion to the capital element outstanding.
Operating lease rentals are charged to the proﬁt and loss account on a
straight line basis.
Principal Accounting Policies 36
First Technology 2004
Fixed asset investments
Investments held as ﬁxed assets are included at cost less provision for
any impairment in value.
Stocks
Stocks and work in progress are valued at the lower of cost and net
realisable value. Work in progress and ﬁnished goods include an
appropriate proportion of attributable production overheads.
Pensions
The Group adopted FRS 17, Retirement Beneﬁts, in full in the year
ended 30th April 2002.
The Group operates two deﬁned beneﬁt schemes in the UK. The
schemes are administered by trustees and are independent of the group
ﬁnances. Triennial valuations are performed by qualiﬁed independent
actuaries and the results updated to 30th April each year. Pension
scheme assets are measured using market value. Pension scheme
liabilities are measured using the projected unit method and
discounted at the redemption yield on AA rated corporate bonds.
Contributions are paid to the schemes in accordance with their
recommendations.
The current service cost is charged to operating proﬁt so as to reﬂect
the increase in the present value of the scheme liabilities expected to
arise from employee service over the current period. The expected
return on the schemes’ assets net of the interest costs on the schemes’
liabilities is included in other ﬁnance income. Actuarial losses and
gains are recognised in the Statement of Total Recognised Gains and
Losses. The pension schemes’ deﬁcits and surpluses are recognised in
full and presented on the face of the balance sheet net of the related
deferred tax. Pension assets and liabilities in the different deﬁned
beneﬁt schemes are not offset.
For deﬁned contribution pension arrangements the amounts charged
to the proﬁt and loss account are the contributions payable in the year.
Derivative ﬁnancial instruments
Derivative instruments utilised by the Group are interest rate swaps
and forward foreign exchange contracts. The Group does not enter
into speculative derivative contracts. All such instruments are used for
hedging purposes to alter the risk proﬁle of an existing underlying
exposure of the Group in line with the Group’s risk management
policies.
Amounts payable or receivable in respect of interest rate swaps are
recognised as adjustments to interest expense over the period of the
contract. Gains and losses on forward foreign exchange contracts are
recognised in the proﬁt and loss account only when the hedged
transaction has itself been recognised in the proﬁt and loss account.
Debt
Bank loans are stated net of the costs of raising debt which are
amortised over the life of the facility.
Principal Accounting Policies 37
First Technology 2004
1. Acquisitions
The acquired businesses comprise Thames Side-Maywood Limited (TSM), which was purchased on 22nd March 2004 (see note 27) and
EnviteC-Wismar GmbH (EnviteC), 90% of which was acquired on 1st April 2004 (see note 27).
2. Segmental analysis
(a) Turnover by origin:
2004 2004 2004 2003
Continuing Acquisitions Total Total
£’m £’m £’m £’m
UK 44.0 0.4 44.4 43.7
Rest of Europe 12.9 0.8 13.7 19.7
North America 53.9 – 53.9 58.5
Japan 6.8 – 6.8 5.7
117.6 1.2 118.8 127.6
(b)Turnover by activity:
2004 2004 2004 2003
Continuing Acquisitions Total Total
£’m £’m £’m £’m
Gas sensing 24.7 0.8 25.5 25.5
Other manufacturing 84.7 0.4 85.1 93.7
Component distribution 8.2 – 8.2 8.4
117.6 1.2 118.8 127.6
(c) Turnover by destination:
2004 2004 2004 2003
Continuing Acquisitions Total Total
£’m £’m £’m £’m
UK 7.3 0.3 7.6 7.4
Rest of Europe 39.7 0.6 40.3 45.0
North America 54.1 0.1 54.2 62.0
Asia 14.0 0.1 14.1 11.2
South America 0.9 – 0.9 0.9
Other 1.6 0.1 1.7 1.1
117.6 1.2 118.8 127.6
Notes to the Accounts
for the year ended 30th April 2004 38
First Technology 2004
2.Segmental analysis continued
(d)Proﬁt by origin:
Year ended 30th April 2004 Operating proﬁt
before goodwill and Reorganisation Goodwill Operating
exceptional items costs amortisation proﬁt
£’m £’m £’m £’m
UK 8.0 – (4.6) 3.4
Rest of Europe 1.3 – (0.2) 1.1
North America 13.6 (0.7) (3.6) 9.3
Japan 1.3 – – 1.3
Total 24.2 (0.7) (8.4) 15.1
Finance charges (net) (0.3)
Proﬁt on ordinary activities before tax 14.8
European operating proﬁt of £1.3 million before goodwill and exceptional items includes £0.2 million in respect of acquired businesses.
Goodwill amortisation in respect of acquired businesses is less than £0.1 million.
Year ended 30th April 2003 Operating proﬁt
before goodwill and Reorganisation Goodwill Goodwill Operating
exceptional items costs amortisation impairment proﬁt
£’m £’m £’m £’m £’m
UK 11.4 (0.8) (4.9) (4.0) 1.7
Rest of Europe 0.9 (0.6) (0.2) (0.9) (0.8)
North America 13.1 (0.1) (3.6) – 9.4
Japan 1.1 – – – 1.1
Total 26.5 (1.5) (8.7) (4.9) 11.4
Finance charges (net) (1.0)
Proﬁt on ordinary activities before tax 10.4
(e) Proﬁt by activity:
Year ended 30th April 2004 Operating proﬁt
before goodwill and Reorganisation Goodwill Operating
exceptional items costs amortisation proﬁt
£’m £’m £’m £’m
Gas sensing 7.3 – (4.7) 2.6
Other manufacturing 16.8 (0.7) (3.7) 12.4
Component distribution 0.1 – – 0.1
Total 24.2 (0.7) (8.4) 15.1
Finance charges (net) (0.3)
Proﬁt on ordinary activities before tax 14.8
Gas sensing operating proﬁt of £7.3 million before goodwill and exceptional items includes £0.2 million in respect of acquired
businesses.
Notes to the Accounts
for the year ended 30th April 2004 39
First Technology 2004
(e) Proﬁt by activity: continued
Year ended 30th April 2003 Operating proﬁt
before goodwill and Reorganisation Goodwill Goodwill Operating
exceptional items costs amortisation impairment proﬁt
£’m £’m £’m £’m £’m
Gas sensing 8.5 – (4.9) (4.0) (0.4)
Other manufacturing 18.0 (0.8) (3.7) – 13.5
Component distribution – (0.7) (0.1) (0.9) (1.7)
Total 26.5 (1.5) (8.7) (4.9) 11.4
Finance charges (net) (1.0)
Proﬁt on ordinary activities before tax 10.4
(f) Net assets by origin:
Year ended 30th April 2004 Net operating
assets excluding
goodwill Goodwill Net assets
£’m £’m £’m
UK 4.2 74.6 78.8
Rest of Europe 18.2 8.8 27.0
North America 10.5 53.4 63.9
Japan 1.1 – 1.1
Total 34.0 136.8 170.8
Net cash 3.1
Taxation (4.4)
Dividends (4.8)
Pension scheme liability (1.4)
Net assets 163.3
Net operating assets excluding goodwill include £6.5 million in respect of operations acquired during the year, comprising £1.4 million
in the UK and £5.1 million in the Rest of Europe.
Year ended 30th April 2003 Net operating
assets excluding
goodwill Goodwill Net assets
£’m £’m £’m
UK 11.6 78.4 90.0
Rest of Europe 3.7 2.9 6.6
North America 17.7 57.0 74.7
Japan 0.6 – 0.6
Total 33.6 138.3 171.9
Net cash 0.1
Taxation (4.7)
Dividends (4.6)
Pension scheme liability (2.0)
Net assets 160.7 40
First Technology 2004
2. Segmental analysis continued
(g) Net assets by activity:
Year ended 30th April 2004 Net operating
assets excluding
goodwill Goodwill Net assets
£’m £’m £’m
Gas sensing 14.4 79.9 94.3
Other manufacturing 17.2 56.9 74.1
Component distribution 2.4 – 2.4
Total 34.0 136.8 170.8
Net cash 3.1
Taxation (4.4)
Dividends (4.8)
Pension scheme liability (1.4)
Net assets 163.3
Net operating assets excluding goodwill include £6.5 million in respect of operations acquired during the year, comprising £5.1 million
in Gas Sensing and £1.4 million in Other Manufacturing.
Year ended 30th April 2003 Net operating
assets excluding
goodwill Goodwill Net assets
£’m £’m £’m
Gas sensing 8.7 78.4 87.1
Other manufacturing 22.9 59.9 82.8
Component distribution 2.0 – 2.0
Total 33.6 138.3 171.9
Net cash 0.1
Taxation (4.7)
Dividends (4.6)
Pension scheme liability (2.0)
Net assets 160.7
Notes to the Accounts
for the year ended 30th April 2004 41
First Technology 2004
3. Analysis of continuing and acquired businesses
2004 2004 2004 2003
Continuing Acquisitions Total Total
£’m £’m £’m £’m
T urnover 117.6 1.2 118.8 127.6
Cost of sales (69.4) (0.7) (70.1) (75.5)
Gross proﬁt 48.2 0.5 48.7 52.1
Operating costs:
– Reorganisation costs (0.7) – (0.7) (1.5)
– Goodwill items (8.4) – (8.4) (13.6)
– Other administrative expenses (19.3) (0.2) (19.5) (20.0)
Total administrative expenses (28.4) (0.2) (28.6) (35.1)
Distribution costs (4.9) (0.1) (5.0) (5.6)
Total operating costs (33.3) (0.3) (33.6) (40.7)
Operating proﬁt 14.9 0.2 15.1 11.4
Current year reorganisation costs of £0.7 million relate to the closure of the Group’s production facility in Caribou, Maine. Prior year
reorganisation costs of £1.5 million relate to the restructuring of First Technology Automotive in the UK and the Group’s distribution
business, Réalisations et Diffusion pour l’Industrie (RDI) in France. 
4. Operating proﬁt
Operating proﬁt is stated after charging:
2004 2003
£’m £’m
Operating lease charges – plant and machinery 0.1 0.2
– other 1.4 1.4
Auditors’ remuneration – Group audit fees 0.3 0.2
– other UK services 0.3 0.3
Depreciation of tangible ﬁxed assets 3.7 4.8
Amortisation of goodwill 8.4 8.7
Impairment of goodwill – 4.9
Research and development 7.5 8.0
Auditors’ remuneration in respect of the Company was £nil (2003: £nil).
A more detailed analysis of auditors’ remuneration on a worldwide basis is provided below:
2004 2003
£’m £’m
Services as auditors 0.3 0.2
Percentage 42.9% 33.4%
Further assurance services
– Tax compliance 0.2 0.2
Percentage 28.6% 33.3%
Tax advisory services 0.2 0.2
Percentage 28.5% 33.3%
Total 0.7 0.6
Percentage 100.0% 100.0%
Signiﬁcant non-audit services require pre-approval by the Audit Committee. 42
First Technology 2004
5. Staff costs
(a) Staff costs (including directors):
2004 2003
£’m £’m
Salaries 25.5 28.2
Social security costs 2.3 2.6
Other pension costs 1.4 1.3
29.2 32.1
Current year salaries include £0.6 million (2003: £0.7 million) in respect of redundancy costs related to the restructuring of operations
during the year.
(b)The average monthly number of employees (including executive directors) during the year was:
2004 2003
Number Number
Production 1,507 1,406
Engineering 124 125
Ofﬁce and managerial 103 111
Sales 71 80
1,805 1,722
(c) Directors’ aggregate remuneration:
2004 2003
£’m £’m
Emoluments 1.3 1.1
Contributions to money purchase schemes 0.1 0.1
1.4 1.2
Full details of directors’ remuneration is given in the Remuneration Report on pages 27 to 30.
6. Finance charges
2004 2003
£’m £’m
Interest payable on bank loans and overdrafts (0.3) (1.0)
(0.3) (1.0)
Included within interest payable is an amount of £0.1 million (2003: £0.1 million) relating to the amortisation of facility fees and £nil
million (2003: £0.1 million) in respect of the fair value of an interest rate swap (see note 16).
Notes to the Accounts
for the year ended 30th April 2004 43
First Technology 2004
7. Tax on proﬁt on ordinary activities
2004 2003
£’m £’m
Current tax
UK corporation tax 1.6 2.2
Foreign tax 2.4 2.1
4.0 4.3
Adjustments in respect of prior years:
UK corporation tax (0.5) (0.6)
Foreign tax (0.2) 0.3
Total current tax 3.3 4.0
Deferred tax
Origination and reversal of timing differences – current year (0.2) 0.8
Origination and reversal of timing differences – prior year 0.1 (0.1)
Total deferred tax (0.1) 0.7
Total tax on proﬁt on ordinary activities 3.2 4.7
The differences between the total current tax shown above and the amount calculated by applying the standard rate of UK corporation
tax to the proﬁt before tax is as follows:
2004 2003
£’m £’m
Group proﬁt on ordinary activities before tax 14.8 10.4
Tax on Group activities at standard UK corporation tax rate of 30% 4.4 3.1
Effects of:
Expenses not deductible for tax purposes (including amortisation of goodwill) 1.8 4.3
Lower tax rates on overseas earnings (2.1) (1.9)
Depreciation (less than)/ in excess of capital allowances (0.4) 0.2
Utilisation of tax losses – (0.4)
Expenses deductible in later periods for tax purposes 0.3 (1.0)
Adjustments to charge in respect of previous periods (0.7) (0.3)
Group current tax charge for the year 3.3 4.0
The tax charge in future periods may be affected by the mix of proﬁts from various countries within which First Technology operates,
since the tax rates vary signiﬁcantly between these jurisdictions.
The Group has brought forward losses of approximately £8.7 million (2003: £9.1 million), which will be carried forward to later
periods. A deferred tax asset has not been recognised in respect of timing differences relating to these losses as there is insufﬁcient
evidence that the asset will be recovered. The amount of the asset not recognised is approximately £2.6 million (2003: £2.7 million).
The asset will be recoverable to the extent that proﬁts suitable for offset by the brought forward losses are made by the relevant entities
in the future.
8. Dividends
2004 2003
£’m £’m
Interim dividend – paid 3.5p per share (2003: 3.4p) 2.7 2.6
Final dividend – proposed 6.4p per share (2003: 6.1p) 4.8 4.6
7.5 7.2
The ﬁnal dividend is payable on 5th October 2004 to shareholders on the register on 3rd September 2004. 44
First Technology 2004
9. Earnings per share
The weighted average number of shares used to calculate the basic, headline and diluted earnings per share is as follows:
2004 2003
Number Number
Weighted average number of shares in issue for basic and headline earnings per share 75,359,238 75,346,990
Dilutive effect of share options 317,752 33,340
Weighted average number of shares in issue for diluted earnings per share 75,676,990 75,380,330
The earnings used to calculate the basic, diluted and headline earnings per share are as follows:
2004 2004 2004 2003 2003 2003
Basic Diluted Basic Diluted
£’m pence pence £’m pence pence
Proﬁt for the ﬁnancial year 11.6 15.4 15.3 5.7 7.6 7.6
Add back: goodwill items 8.4 11.2 11.1 13.6 18.0 18.0
Add back: exceptional reorganisation 
costs, net of tax credit 0.5 0.7 0.7 1.2 1.6 1.6
Headline earnings 20.5 27.3 27.1 20.5 27.2 27.2
Headline earnings per share of 27.3p (2003: 27.2p) is considered by the directors to be a more meaningful measurement of ﬁnancial
performance than basic earnings per share, as it excludes goodwill amortisation and exceptional items.
10. Intangible ﬁxed assets
Group Goodwill
£’m
Cost
1st May 2003 173.4
Additions 6.9
30th April 2004 180.3
Amortisation
1st May 2003 35.1
Charge for the year 8.4
30th April 2004 43.5
Net book value
30th April 2004 136.8
30th April 2003 138.3
Additions to goodwill in the year relate to the acquisitions of TSM and EnviteC (see note 27). Goodwill is being amortised over 20
years. Goodwill of £9.6m remains written off against reserves.
Notes to the Accounts
for the year ended 30th April 2004 45
First Technology 2004
10. Intangible ﬁxed assets continued
Company Intellectual
property
rights
£’m
Cost
At 1st May 2003 and 30th April 2004 10.6
Amortisation
1st May 2003 2.1
Charge for the year 1.4
30th April 2004 3.5
Net book value
30th April 2004 7.1
30th April 2003 8.5
11. Tangible ﬁxed assets
Group Freehold Plant,
land and Short computers Motor
buildings leaseholds and ﬁxtures vehicles Total
£’m £’m £’m £’m £’m
Cost
1st May 2003 6.0 3.1 44.2 0.6 53.9
Additions 0.1 0.2 2.9 0.2 3.4
Acquisitions 2.6 – 1.0 0.1 3.7
Disposals – – (1.0) (0.3) (1.3)
Exchange differences (0.5) (0.1) (2.8) – (3.4)
30th April 2004 8.2 3.2 44.3 0.6 56.3
Depreciation
1st May 2003 2.3 1.0 33.4 0.4 37.1
Charge for the year 0.2 0.3 3.1 0.1 3.7
Disposals – – (0.8) (0.2) (1.0)
Exchange differences (0.2) (0.1) (2.2) – (2.5)
30th April 2004 2.3 1.2 33.5 0.3 37.3
Net book value
30th April 2004 5.9 2.0 10.8 0.3 19.0
30th April 2003 3.7 2.1 10.8 0.2 16.8
Freehold land and buildings include land at a cost of £0.9 million (2003: £0.5 million) which is not subject to depreciation. The cost of
freehold land and buildings includes capitalised interest of £0.1 million (2003: £0.1 million).
Capital expenditure contracted for at the 30th April 2004 was £0.1 million (2003: £nil). 46
First Technology 2004
12. Fixed asset investments
Group Group Company Company
2004 2003 2004 2003
£’m £’m £’m £’m
Subsidiary undertakings – – 165.8 157.7
Other investments and loans 0.5 0.5 60.0 67.9
0.5 0.5 225.8 225.6
Company Shares in Loans to
subsidiaries subsidiaries Total
£’m £’m £’m
Cost and net book value
1st May 2003 157.7 67.9 225.6
Additions – acquisitions (see note 27 (c)) 10.0 – 10.0
Additions – Group reorganisation 72.6 4.2 76.8
Disposals – Group reorganisation (74.5) (6.2) (80.7)
Exchange differences – (5.9) (5.9)
30th April 2004 165.8 60.0 225.8
Details of the Company’s principal subsidiaries are given on page 58.
13. Stocks
Group Group
2004 2003
£’m £’m
Raw materials 4.7 4.2
Work in progress 2.3 2.0
Finished goods 6.3 7.7
13.3 13.9
The Company does not trade and therefore stock at 30th April 2004 was £nil (2003: £nil).
14. Debtors
Group Group Company Company
2004 2003 2004 2003
£’m £’m £’m £’m
Amounts falling due within one year:
Trade debtors 20.1 20.9 – –
Amounts owed by subsidiaries – – 7.5 9.7
Other debtors 1.3 1.6 0.1 –
Deferred tax (note 17) 1.8 1.8 0.1 –
Prepayments and accrued income 0.6 0.5 – –
23.8 24.8 7.7 9.7
Notes to the Accounts
for the year ended 30th April 2004 47
First Technology 2004
15. Creditors: amounts falling due within one year
Group Group Company Company
2004 2003 2004 2003
£’m £’m £’m £’m
Bank loans and overdrafts (note 16) 4.2 3.7 68.8 86.5
Trade creditors 10.1 9.9 – –
Amounts owed to subsidiaries – – 8.8 11.2
Corporation tax 6.2 6.5 – –
Other taxes and social security 0.6 0.5 – –
Other creditors 1.6 1.5 0.7 0.4
Accruals and deferred income 8.1 8.2 0.2 0.2
Proposed dividend 4.8 4.6 4.8 4.6
35.6 34.9 83.3 102.9
16. Creditors: amounts falling due after more than one year
Group Group Company Company
2004 2003 2004 2003
£’m £’m £’m £’m
Other creditors 0.4 0.2 – –
Pension obligations – 0.3 – –
Amounts owed to subsidiaries – – 97.7 80.2
0.4 0.5 97.7 80.2
Bank loans and overdrafts repayable:
Within one year 4.2 3.7 68.8 86.5
At 30th April 2004, the Group had an unsecured multi-currency revolving credit facility of US$35 million (the US$35 million Facility).
As at the year end, Euro 6 million were drawn down. The facilities carry interest at 0.875% above LIBOR.
In May 2004, subsequent to year end, in connection with the Group’s offer for BW Technologies Limited, (BWT), (see note 29b), the
Group entered into an agreement with certain banks to provide a term loan of up to US$75 million and two revolving credit facilities of
up to, in aggregate, US$175 million (“the Facilities Agreement”). The term loan facility is repayable over ﬁve years in annual instalments
of US$10 million, US$15 million, US$15 million, US$15 million and US$20 million. The ﬁrst annual instalment is repayable on 5th
May 2005. The ﬁrst revolving credit facility of up to US$75 million remains available for one year, unless First Technology elects to
convert such facility into a term loan, in which event the ﬁnal maturity date will be the second anniversary of the Facilities Agreement.
The second revolving credit facility of up to US$100 million remains available for ﬁve years. The Facilities initially carry interest at a
margin 1.5 per cent over LIBOR (or EURIBOR for amounts advanced in Euros) plus mandatory costs. The applicable margin is
variable (ranging from a minimum of 0.875% up to a maximum of 1.75%) according to the ratio of consolidated net borrowings to
EBITDA. The Facilities are unsecured although certain of First Technology Group’s wholly-owned subsidiaries will give guarantees for
First Technology PLC’s Group’s obligations under the Facilities Agreement.
Borrowings under the US$35 million Facility were repaid prior to the ﬁrst draw down under the Facilities Agreement, which occurred
on 15th June 2004.
In October 2001, the Group entered into an interest rate swap to ﬁx the interest rates on approximately half the then estimated
drawings under its bank facilities. As a result of the accelerated repayment of debt, the fair valuation of the obligations under the swap
was charged to interest payable in the year ended 30th April 2003 (see note 6). There were no interest rate swaps entered into in the year
ended 30th April 2004. 48
First Technology 2004
17. Deferred tax
Group Company
£’m £’m
1st May 2003 1.8 –
Credited to proﬁt and loss account 0.1 0.1
Exchange difference (0.1) _
30th April 2004 1.8 0.1
The analysis of the deferred tax asset included in debtors is as follows:
Group Group Company Company
2004 2003 2004 2003
£’m £’m £’m £’m
Accelerated capital allowances (0.2) 0.2 – –
Other short term timing differences 2.0 1.6 0.1 –
1.8 1.8 0.1 –
18. Pension arrangements
The Group operates various pension arrangements according to local conditions and practices of each country. The total pension costs
charged for the year were as follows:
2004 2003
£’m £’m
Deﬁned beneﬁt schemes 0.5 0.6
Deﬁned contribution schemes 0.9 0.7
1.4 1.3
There are two deﬁned beneﬁt schemes in the UK, the First Technology Scheme and the City Technology Scheme, both of which are
closed to new members. The assets of each scheme are held separately from those of the Group, being held in trustee administered funds.
Full actuarial valuations are performed triennially by independent qualiﬁed actuaries and the results are then reviewed and updated for
the 30th April year ends. The last full actuarial valuation was carried out on 5th April 2003 in respect of the First Technology Scheme
and 1st January 2004 in respect of the City Technology Scheme.
The following disclosures have been made in accordance with FRS 17 – Retirement Beneﬁts, which has been adopted in full.
(a) The major actuarial assumptions used to calculate the schemes’ assets, liabilities and contribution rates as a range for the two schemes
were:
At At At
30th April 30th April 30th April
2004 2003 2002
% %%
Rate of increase in salaries 4.0 – 4.6 3.5 – 4.0 3.8 – 4.9
Rate of increase in pensions in payment 3.0 2.5 – 3.3 2.8 – 3.0
Discount rate 5.7 5.1 – 5.5 5.7 – 6.0
Inﬂation assumption 3.0 – 3.1 2.5 2.8 – 2.9
Notes to the Accounts
for the year ended 30th April 2004 49
First Technology 2004
18. Pension arrangements continued
(b) Analysis of the value of the schemes’ assets and liabilities:
Expected Expected Expected
rate of Fair value rate of Fair value rate of Fair value
return at at return at at return at at
30th April 30th April 30th April 30th April 30th April 30th April 
2004 2004 2003 2003 2002 2002
£’m £’m £’m
Equities 8.2 – 8.6% 6.2 7.9 – 8.7% 5.3 7.6 – 7.9% 6.4
Bonds 5.3 – 5.7% 5.3 5.1 – 5.5% 3.6 5.2 – 6.0% 3.4
Other assets 5.0 – 5.3% 4.7 4.5 – 4.6% 5.4 5.2 – 5.3% 4.5
Total fair value of schemes’ assets 16.2 14.3 14.3
Present value of schemes’ liabilities (18.2) (17.2) (16.2)
Deﬁcit in the schemes (2.0) (2.9) (1.9)
Related deferred tax 0.6 0.9 0.6
Net pension liability (1.4) (2.0) (1.3)
(c) Analysis of the movement in the schemes’ deﬁcit during the year 
2004 2003
£’m £’m
Net opening deﬁcit in the schemes (2.9) (1.9)
Current service cost (0.5) (0.6)
Contributions 1.0 1.2
Actuarial gains/(losses) 0.4 (1.6)
Closing deﬁcit in the schemes (2.0) (2.9)
(d) Analysis of the amount charged to operating proﬁt
2004 2003
£’m £’m
Current service costs 0.5 0.6
The contribution rate for the current year was 16.7% of pensionable earnings for the First Technology Scheme. Additional contributions
of £0.4 million per annum are being made to amortise the deﬁcit over the three year period ending 30th April 2005.
The contribution rate for the current year for the City Technology Scheme was 11.7% of pensionable earnings, increasing to 12%
following the valuation on 1st January 2004.
As both schemes are closed to new members, the current service cost is expected to increase as members approach retirement.
(e) Analysis of the amount credited/(charged) to other ﬁnance costs
2004 2003
£’m £’m
Expected return on the schemes’ assets 0.9 1.0
Interest on the schemes’ liabilities (0.9) (1.0)
Net ﬁnance return – – 50
First Technology 2004
18. Pension arrangements continued
(f) Analysis of amount recognised in the statement of total recognised gains and losses (STRGL)
2004 2003 2002
£’m £’m £’m
Actual return less expected return on pension scheme assets 0.4 (1.1) (1.0)
Percentage of scheme assets 2.4% (7.5%) (7.0%)
Experience gains and losses on scheme liabilities 0.2 0.7 (0.1)
Percentage of the present value of the scheme liabilities (1.2%) (3.7%) 0.6%
Changes in assumptions underlying the present value of scheme liabilities (0.2) (1.2) (1.6)
Percentage of the present value of the scheme liabilities 1.0% 6.8% 9.9%
Total actuarial gains/(losses) recognised in the STRGL 0.4 (1.6) (2.7)
Percentage of the present value of the scheme liabilities (2.3%) 9.4% 16.7%
19. Called up share capital
2004 2003
Number Number
of shares £’m of shares £’m
Authorised:
Ordinary shares of 10p 106,500,000 10.7 106,500,000 10.7
Allotted called up and fully paid:
Ordinary shares of 10p 75,364,050 7.5 75,349,781 7.5
During the year, under the First Technology PLC Employee, 1994 Executive and 1994 Savings Related Share Option Schemes, the
Company issued 14,269 ordinary shares of 10p each credited as fully paid with a nominal value of £1,427 and exercise value of £30,767
between 150p and 334p per share. 
The following outstanding options have been granted to the directors and employees of the Group under the First Technology PLC 1994
and 2001 Executive Share Option Schemes and the First Technology PLC US Stock Option Plan, all of which are normally exercisable
between 3 and 10 years from the date of grant.
Last date when exercisable Number of shares Exercise price
19th January 2006 12,420 150p
24th February 2008 270,950 334p
28th October 2009 661,500 $8.11/497p
15th December 2009 8,000 $8.24/512p
27th April 2010 28,736 435p
31st July 2010 31,441* 611.5p
9th August 2010 261,000* $9.20/612p
23rd May 2011 90,000* $6.71/454p
10th July 2011 381,500* $6.26/442p
29th July 2012 81,991** $5.29/339p
29th July 2012 56,009*** $5.29/339p
27th March 2013 628,600** $2.74/175p
5th August 2013 452,922** $4.87/303p
5th August 2013 34,328*** $4.87/303p
These options will only vest if the growth in headline earnings per share over three consecutive years exceeds the growth in the Retail Price
Index as indicated: 
* by an average of at least 2%         ** by an average of at least 3%         *** by an average of between 3% and 13% on a sliding scale
The performance criteria, where applicable, in respect of all other subsisting options have been met.
In the event that the performance criteria for the options denoted by ** or *** are not met at the end of the initial three year period, the
relevant options will lapse.
Notes to the Accounts
for the year ended 30th April 2004 51
First Technology 2004
19. Called up share capital continued
Following the acquisition of City, the City Technology Holdings plc Executive Share Option Scheme has granted the following
replacement options over shares in First Technology PLC.
Last date when exercisable Number of shares Exercise price
18th June 2006 18,739 426.8p
31st October 2007 20,500 426.8p
28th September 2009 41,000 423.9p
12th December 2009 11,537 341.5p
No further performance criteria apply to these replacement options.
The following outstanding options have been granted to the directors and employees of the Group under the First Technology PLC
1994 Savings Related Share Options Scheme. Options are normally exercisable after 3 and 5 years from the date of grant and at six
monthly intervals thereafter and there are no performance conditions.
Date of grant Number of shares Exercise price
14th August 1997 3,911 194p
24th August 1998 2,461 296p
5th January 1999 521 259p
9th August 2000 31,499 466p
7th August 2001 121,470 356p
25th July 2003 244,064 190p
The share price at 30th April 2004 was 332.5p (2003: 223.0p) and the highest and lowest share prices during the year were 366.5p and
212.0p respectively (2003: highest and lowest 478.5p and 162.5p respectively).
20. Reserves
Group Share Proﬁt and
premium Merger loss
account reserve account
£’m £’m £’m 
1st May 2003 48.7 69.6 34.9
Retained proﬁt for the year – – 4.1
Foreign currency translation – – (2.0)
Actuarial gain recognised –– 0.4
Deferred tax thereon –– (0.2)
30th April 2004 48.7 69.6 37.2
Included within the proﬁt and loss account reserve is £(1.4) million (2003: £(2.0) million) relating to the pension liability net of
deferred tax. 
Foreign currency translation is stated after a related tax effect of £nil (2003: credit £0.4 million).
Company Share Proﬁt and
premium loss
account account
£’m £’m 
1st May 2003 48.7 4.5
Retained loss for the year – (1.1)
30th April 2004 48.7 3.4
The proﬁt after tax of the Company was £6.4 million (2003: £8.7 million). As permitted by section 230 of the Companies Act 1985,
the proﬁt and loss account of the Company is not presented as part of these ﬁnancial statements. 52
First Technology 2004
21. Reconciliation of movements in equity shareholders’ funds
2004 2003
£’m £’m
Proﬁt attributable to shareholders 11.6 5.7
Other recognised losses relating to the year (net) (1.8) (1.2)
9.8 4.5
Dividends paid and proposed (7.5) (7.2)
Net addition to/(reduction in) shareholders’ funds 2.3 (2.7)
Opening shareholders’ funds 160.7 163.4
Closing shareholders’ funds 163.0 160.7
22. Minority interest
2004 2003
£’m £’m
1st May – –
Acquisition of subsidiary undertaking 0.3 –
30th April 0.3 –
23. Analysis of cash ﬂows
2004 2003
£’m £’m
Returns on investments and servicing of ﬁnance
Interest paid (0.4) (0.7)
Net cash outﬂow from returns on investments and servicing of ﬁnance (0.4) (0.7)
Taxation
UK corporation tax paid (1.3) (2.4)
Overseas tax received 0.2 –
Overseas tax paid (2.5) (1.9)
Taxation paid (3.6) (4.3)
Capital expenditure and ﬁnancial investment
Purchase of tangible ﬁxed assets (3.2) (4.6)
Proceeds from disposal of ﬁxed assets 0.1 –
Purchase of trade investments – (0.5)
Net cash outﬂow from capital expenditure and ﬁnancial investment (3.1) (5.1)
Acquisitions and disposals
Acquisition of businesses (see below) (10.5) (1.7)
Net debt acquired with businesses (1.7) –
Net cash outﬂow from acquisitions and disposals (12.2) (1.7)
Financing
Drawdown of revolving credit facility 0.4 1.0
Repayment of term loans – (11.6)
Net cash inﬂow/(outﬂow) from ﬁnancing 0.4 (10.6)
Notes to the Accounts
for the year ended 30th April 2004 53
First Technology 2004
23. Analysis of cash ﬂows continued
The cash outﬂow in the year in respect of the acquisition of businesses relates to TSM and EnviteC. The cash outﬂow for the acquisition
of businesses in the previous year relates to deferred consideration of which the majority was due to the vendors of FTSS Europe,
acquired in September 1999.
24. Analysis and reconciliation of net cash
1st May Cash Non-Cash Exchange 30th April
2003 ﬂow movement movement 2004
£’m £’m £’m £’m £’m
Cash at bank and in hand 3.8 3.0 – 0.5 7.3
Overdrafts (0.2) – – – (0.2)
3.6 3.0 – 0.5 7.1
Debt due within 1 year (3.5) (0.4) (0.1) – (4.0)
Net cash 0.1 2.6 (0.1) 0.5 3.1
2004 2003
£’m £’m
Increase in cash in the year 3.0 0.5
Cash (inﬂow)/outﬂow from (increase)/decrease in debt (0.4) 10.6
Increase in cash resulting from cashﬂows 2.6 11.1
Amortisation of facility fees (0.1) (0.1)
Translation differences 0.5 1.4
Increase in net cash in the year 3.0 12.4
Net cash/(debt) at 1st May 0.1 (12.3)
Net cash at 30th April 3.1 0.1
25. Lease commitments
At 30th April the Group was committed to making the following payments during the next year in respect of operating leases:
2004 2003
£’m £’m
Land and buildings:
Expiring within 1 year 0.2 0.1
Expiring in years 2 to 5 0.5 0.5
Expiring thereafter 0.7 0.7
1.4 1.3
Other assets:
Expiring within 1 year 0.1 0.1
Expiring in years 2 to 5 – 0.1
0.1 0.2 54
First Technology 2004
26. Derivatives and ﬁnancial instruments
The Financial Review on pages 14 to 17 provides an explanation of the role that ﬁnancial instruments have had during the period in
creating or changing the risks the Group faces in its activities.
Short term debtors and creditors have been excluded from the disclosures, other than the currency disclosures.
For the maturity proﬁle of the Group’s ﬁnancial liabilities refer to note 16.
Currency proﬁle
The table below shows the Group’s currency exposures; in other words, those transactional exposures that give rise to the net currency
gains and losses recognised in the proﬁt and loss account. Such exposures comprise the monetary assets and liabilities of the Group that
are not denominated in the functional currency of the operating unit involved, other than certain non-sterling borrowings treated as
hedges of net investments in overseas operations. At 30th April 2004, these exposures were as follows:
Functional currency of Group operation Net foreign currency monetary assets
DR Peso US$ Euro Total
£’m £’m £’m £’m
At 30th April 2004
Sterling – 1.6 2.1 3.7
Euro 0.1–– 0.1
US Dollar –– 0.2 0.2
0.1 1.6 2.3 4.0
At 30th April 2003
Sterling – 0.4 – 0.4
Euro – 0.4 – 0.4
– 0.8 – 0.8
Interest rate proﬁle
The Group has no ﬁnancial assets other than cash, all of which are at ﬂoating market rates. At the year end the underlying currencies of
the Group’s cash deposits were as follows:
2004 2003
Currency £’m £’m
Sterling 0.2 –
US Dollars 5.1 1.9
Euro zone 1.0 2.2
Yen 1.0 1.6
7.3 5.7
The Group has net cash deposits at 30th April 2004 of £7.3 million (2003: £3.8 million after setting off an overdraft of £1.9 million).
Notes to the Accounts
for the year ended 30th April 2004 55
First Technology 2004
26. Derivatives and ﬁnancial instruments continued
The prior year overdraft of £1.9 million is included within £3.6 million Sterling ﬁnancial liabilities in the following analysis of the
aggregate carrying amount of the Group’s ﬁnancial liabilities by principal currency:
Non interest Variable
bearing interest rate Total
£’m £’m £’m
At 30th April 2004
Euro 0.2 4.2 4.4
0.2 4.2 4.4
At 30th April 2003
Sterling – 3.6 3.6
US Dollar – 2.1 2.1
Euro 0.3 – 0.3
0.3 5.7 6.0
The non-interest bearing ﬁnancial liabilities have a maturity proﬁle of 2 to 5 years. Liabilities subject to variable interest rates were
repaid in June 2004 and carried an average variable interest rate of 0.875% (see note 16).
Fair values of ﬁnancial assets and liabilities
There is no material difference between the fair value and book value of the Group’s ﬁnancial assets and liabilities.
The value of forward foreign exchange contracts is the amount the Group would expect to pay or receive on the termination of the
contracts, taking into account current exchange rates. At 30th April 2004, there was no loss or gain on the value of open forward foreign
exchange contracts (2003: loss of £0.3 million).
No interest rate swaps were entered into during the year ended 30th April 2004. The fair value of the interest rate swap as at 30th April
2003 was a loss of £0.1 million, which was charged to ﬁnance costs in the year then ended following early repayment of debt.
27. Acquisitions
a) On 22nd March 2004, First Technology PLC acquired 100% of the issued share capital of TSM for a maximum aggregate amount of
£1.95 million. £1.9 million was paid on completion of the acquisition with the balance payable three business days after completion
accounts have been agreed. Under the terms of the acquisition agreement, First Technology PLC will receive a reimbursement of
consideration, estimated at £0.3 million, as a result of a downward adjustment to net assets aquired. The acquisition has been
accounted for by the acquisition method of accounting.
b) On 1st April 2004, First Technology PLC acquired 90% of the issued share capital of EnviteC for an amount of €12.5 million (£8.4
million), which was paid in cash on completion. The acquisition has been accounted for by the acquisition method of accounting. 56
First Technology 2004
27. Acquisitions continued
c) The table below sets out the combined book values of the identiﬁable assets and liabilities acquired with TSM and EnviteC and
shows their fair value to the Group.
Book and
Fair fair value
Book value to the
value adjustments Group
£’m £’m £’m 
Fixed assets
Intangible assets 0.2 (0.2) –
Tangible assets 3.3 0.4 3.7
3.5 0.2 3.7
Current assets
Stocks 1.9 – 1.9
Debtors 2.9 (0.1) 2.8
Cash at bank and in hand 0.2 – 0.2
Total assets 8.5 0.1 8.6
Liabilities
Bank loans and overdrafts (1.9) – (1.9)
Creditors and accruals (2.9) – (2.9)
Total liabilities (4.8) – (4.8)
Net assets 3.7 0.1 3.8
10% minority interest (0.3)
Goodwill arising on consolidation 6.9
Acquisition expenses (0.4)
Total consideration 10.0
Consideration paid on completion, satisﬁed by cash 10.3
Estimated reimbursement of consideration in respect of TSM (0.3)
Total consideration 10.0
The fair value adjustments align the accounting policies of the acquired entities with those of the Group.
d) Envitec’s founder and managing director, Hr. Lindner, retains a 10% minority shareholding in EnviteC which is the subject of a
separate option agreement between him and First Technology PLC. The option agreement will enable First Technology PLC to
acquire, or Hr. Lindner to sell, his 10% minority stake after three years at a price of €1.75 million plus a premium which is
contingent on the proﬁtability of EnviteC products up to that time. The premium is capped at €2 million.
28. Contingent liabilities
Company
The Company has guaranteed the property lease commitments of certain subsidiaries with annual rentals amounting to £0.7 million
(2003: £0.7 million).
The Company has provided a guarantee to Hr. Lindner to the value of €1.5 million in connection with his option over the remaining
10% of the equity of EnviteC (see note 27(d) above).
Notes to the Accounts
for the year ended 30th April 2004 57
First Technology 2004
29. Events occurring after the year end 
a) On 5th May 2004, First Technology PLC, together with its two wholly-owned subsidiaries MST Technology GmbH and MST
Technologies, Inc., signed an agreement with ATMI GmbH and other subsidiaries of ATMI, Inc. (ATMI) to acquire the business and
assets of ATMI’s life safety systems division (the MST businesses) for a cash consideration of US$11 million (£6.1 million). 
US$0.5 million is being held in escrow pending establishment of the net asset value of the business as at the completion date. The
consideration will be adjusted downwards to the extent that the value of net assets acquired is below US$6 million.
The MST businesses are engaged in the development, manufacturing, sales and servicing of systems and sensors that monitor the
presence of toxic gases, ﬁre, smoke and other critical safety failures within a speciﬁed area. The MST businesses comprise a systems
business, based in Munich, with operations in the USA and the Far East, which will trade under First Technology’s ownership as MST
Technology and a gas sensors business, based in Bonn, which will continue to trade as SensoriC Gas Sensors (SensoriC).
The MST businesses being acquired together generated sales of US$15.7 million and unaudited proﬁt before tax per management
accounts of US$46,000 in the year to 31st December 2003. 
b) On 5th May 2004, the Company and its wholly-owned Canadian subsidiary, First Technology Acquisition Canada Inc. (FTAC),
entered into an agreement with BW Technologies Limited (BWT) on the terms of a recommended cash offer (the Offer) to acquire the
whole of the issued and to be issued share capital of BWT for C$36 per share, representing an equity value of C$260 million
(approximately £105.8 million).
BWT, based in Calgary, Alberta, designs, manufactures and markets portable, stand-alone and ﬁxed-location detection equipment for
hazardous gases, for both industrial and commercial purposes and is the global market leader in portable gas detection instruments.
BWT’s industrial gas detectors are primarily used to protect personnel and facilities from workplace hazards posed by toxic and
combustible gases. Its commercial gas sensors are used in ventilation and air conditioning applications in car parks and ofﬁce buildings,
as well as being used for leak detection in the refrigeration and food processing sectors. 
The Offer closed on 11th June 2004 with approximately 98.81% of the outstanding shares of BWT having been tendered. FTAC took
advantage of the provisions available to it under Canadian law to acquire compulsorily the remaining shares and this was effected on
15th June 2004, when the full consideration was paid over.
The funds for the acquisition were provided both from the Group’s existing cash resources and from new bank facilities totalling
US$250 million, which are described in note 16 above.
The table below shows extracts from the audited consolidated ﬁnancial statements of BWT for the year ended 30th April 2004 and the
comparative period:
Year ended 30th April
2004 2003
C$’m C$’m
T urnover 79.2 53.7
Proﬁt before taxation 11.7 8.9
Net income 7.8 5.9
Net cash/(debt) 5.7 (2.3)
Net assets 52.4 31.5 58
First Technology 2004
First Technology PLC, which is registered in England and Wales, has the following principal operating subsidiaries. All, except EnviteC-
Wismar GmbH (Envitec), are wholly but indirectly owned. The Company owns 90% of EnviteC:
Subsidiary Nature of business
These companies are registered in
England and Wales and operate in the UK:
City Technology Limited Designs, manufactures and supplies gas sensors.
First Inertia Switch Limited Designs, manufactures and supplies sensors and electronic modules.
First Technology Safety Systems (UK) Limited Designs and manufactures crash test dummy components.
Thames Side-Maywood Limited Designs, manufactures and supplies load cells and associated services.
These companies are incorporated
and operate in the USA:
Control Devices Inc. Designs, manufactures and supplies sensors and electronic ceramic components.
First Inertia Switch Limited Designs, manufactures and supplies sensors and electronic modules.
First Technology Safety Systems Inc. Designs, manufactures and supplies crash test dummies and related
equipment, services and analytical products primarily for automotive applications.
HITEC Corporation Designs, manufactures and supplies strain gauges, ancillary sensors, load cells
and torque transducers and associated services.
This company is incorporated in
the Dominican Republic:
First Technology Dominicana S.A. Manufactures circuit breakers, electronic and electromechanical sensors,
and crash test dummy components.
This company is incorporated
and operates in the Netherlands:
First Technology Safety Systems (Europe) B.V. Designs, manufactures and supplies crash test dummies and related equipment.
These companies are incorporated
and operate in France:
Réalisations et Diffusion pour I’Industrie S.A.S. Distributes third party electronic components in Europe.
First Technology Europe S.A.S. Provides marketing and support services in Europe for the Automotive and Special 
Products Division.
These companies are incorporated
and operate in Germany:
First Technology Safety Systems (Germany) GmbH Provides technical support services in Germany for the Safety & Analysis Division.
EnviteC-Wismar GmbH Designs, manufactures and supplies a range of sensor-based products primarily for 
medical and environmental applications.
This company is incorporated
and operates in Japan:
K.K. First Technology Safety Systems Supplies and services automotive crash test dummies and related safety equipment.
The following subsidiaries became part of the Group after 30th April 2004. They are wholly owned and will be consolidated for the ﬁrst
time in the year ended 30th April 2005:
These companies are incorporated
and operate in Canada:
BW Technologies Limited Designs, manufactures and supplies portable, stand-alone and ﬁxed-location gas
detection equipment.
Vulcain Alarme Inc. Designs, manufactures and supplies gas detection instruments for commercial use. 
These companies are incorporated
and operate in the USA:
Manning Systems Inc. Designs, manufactures and supplies gas detection instruments for commercial use.
MST Technology Inc. Sells and services sensors and systems to detect gas and other critical safety failures 
for industrial and commercial use. 
These companies are incorporated
and operate in Germany:
MST Technology GmbH, Designs, manufactures and supplies sensors and systems to detect gas and other
including SensoriC Gas Sensors division critical safety failures for industrial and commercial use.
Composition of the Group 59
First Technology 2004
NOTICE IS HEREBY GIVEN that the Nineteenth Annual General Meeting of First Technology PLC will be held at the ofﬁces of Nabarro
Nathanson, Lacon House, Theobald’s Road, London WC1X 8RW, on 15th September 2004 at 11.00 am for the following purposes.
1. To receive and adopt the directors’ Report and Accounts for the year ended 30th April 2004.
2. To declare a ﬁnal dividend for the year ended 30th April 2004 of 6.4p per share.
3. To re-elect Mr B D Atkinson as a director.
4. To elect Mr M G Firth as a director.
5. To re-elect Dr F J Westlake as a director.
6. To re-elect Mr J G Wood as a director.
7. To approve the directors’ remuneration report for the year ended 30th April 2004.
8. To re-appoint Deloitte & Touche LLP as Auditors.
9. To authorise the directors to agree the auditors’ remuneration.
To transact any other ordinary business and as special business to consider, and if thought ﬁt, to pass, the following resolutions; Resolutions
Number 10 and 11 being proposed as Ordinary Resolutions and Resolutions Number 12 and 13 as Special Resolutions namely:
10. THAT:
(a) the First Technology PLC 2004 Savings-Related Share Option Scheme (“the Sharesave Scheme”), in the form of the draft rules 
submitted to the Meeting and signed by the Chairman for the purpose of identiﬁcation, be and is hereby approved;
(b) the Directors be and they are hereby authorised:
(i) to adopt the Sharesave Scheme;
(ii) to seek the written approval of the Board of Inland Revenue under Schedule 3 to the Income Tax (Earnings and Pensions) 
Act 2003 (the “Sharesave Approval”) and, in their absolute discretion to amend, waive or replace such of the rules of the 
Sharesave Scheme or introduce such new rules as may be necessary for the Sharesave Scheme to obtain and maintain the 
Sharesave Approval;
(iii)to do all other acts and things necessary to carry the Sharesave Scheme into effect; and
(iv) to vote as directors on any matter connected with the Sharesave Scheme notwithstanding they may be interested in the 
same except that no Director shall vote on any resolution concerning his own participation in the Sharesave Scheme or be 
counted in the quorum required for the consideration of any resolution, and
(c) THAT the Directors be and they are hereby authorised:
(i) to establish further schemes based on the Sharesave Scheme but modiﬁed to take account of local tax, exchange control or securities 
laws in overseas territories. Any shares made available under such further schemes will be treated as counting against 
any limits on individual or overall participation in the Sharesave Scheme; 
(ii) to do all other acts and things necessary to carry such further schemes into effect; and
(iii)to vote as directors on any matter connected with such further schemes notwithstanding they may be interested in the same 
except that no Director shall vote on any resolution concerning his own participation in the relevant scheme or be counted in 
the quorum required for the consideration of any such resolution. 
11. THAT, for the purposes of Section 80 of the Companies Act 1985 (the Act), the directors be and they are hereby generally and
unconditionally authorised to exercise all the powers of the Company to allot relevant securities (within the meaning of the said Section 80)
up to an aggregate nominal amount of £2,512,135 (representing approximately 33% of the present issued share capital) provided that this
authority shall expire on 15th September 2009 except that the Company may before the expiry of such period make an offer or agreement
which would or might require relevant securities to be allotted after the expiry of such offer or agreement as if the authority conferred hereby
had not expired, this authority to replace any existing like authority which is hereby revoked with immediate effect.
Notice of Meeting 60
First Technology 2004
12. THAT, subject to the passing of Resolution Number 11, the directors be and they are hereby empowered pursuant to Section 95 of the Act to
allot equity securities (as deﬁned in Section 94(2) to 94(3A) of the Act) for cash pursuant to the authority conferred upon them by Resolution
Number 11 as if Section 89(1) of the Act did not apply to any such allotment provided that the power conferred by this Resolution shall be
limited:
(a) to the allotment of equity securities in connection with a rights issue or any other pre-emptive offer in favour of the holders of equity
securities where the equity securities respectively attributable to the interests of all such holders are proportionate (as nearly as may be) to
the respective numbers of equity securities held by them subject only to such exclusions or other arrangements as the directors may
consider appropriate to deal with fractional entitlements or legal and practical difﬁculties under the laws of, or the requirements of any
recognised regulatory body in, any territory or otherwise; and
(b) to the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal amount of
£376,820 (representing approximately 5% of the present issued share capital)
and shall expire on 15th September 2009 unless renewed or extended prior to or at such meeting except that the Company may, before the 
expiry of any power contained in this Resolution, make an offer or agreement which would or might require equity securities to be allotted 
after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had 
not expired.
13. THAT, the Company is hereby generally and unconditionally authorised to make market purchases (within the meaning of Section 163 of the
Act) of ordinary shares of 10p each (“ordinary shares”) in the capital of the Company provided that:
(a) the maximum number of ordinary shares hereby authorised to be purchased shall be 7,536,405 (being approximately 10% of the present
issued share capital);
(b) the minimum price (exclusive of expenses) which may be paid for each ordinary share shall not be less than the nominal value thereof; 
(c) the maximum price (exclusive of expenses) which may be paid for each ordinary share shall not exceed 105% of the average middle market
quotation for an ordinary share as derived from the London Stock Exchange Daily Ofﬁcial List for the ﬁve business days preceding the day
of purchase;
(d) the authority hereby conferred shall expire on whichever is the earlier of the conclusion of the next Annual General Meeting of the
Company and the date falling 15 months from the date of the passing of this Resolution unless renewed or extended prior to or at such
meeting except that the Company may, before the expiry of any power contained in this Resolution, make a contract to purchase ordinary
shares prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may
make purchases of ordinary shares in pursuance of that authority.
By Order of the Board
N W H Clayton
Secretary
Registered Ofﬁce
2 Columbus Drive
Summit Avenue
Southwood
Farnborough
Hampshire
GU14 0NZ
2nd August 2004
NOTES
A member entitled to attend and vote at the meeting may appoint one or more proxies to attend and, on a poll, to vote on his behalf. A proxy need not be a member of the Company.
Forms of proxy to be valid should be completed and returned (together with the power of attorney or other authority, if any, under which it is signed or a notarially certiﬁed copy of such power or
authority) so as to reach the ofﬁce of the Company’s Registrars not less than 48 hours before the time ﬁxed for the meeting. Completion of a form of proxy does not preclude a member from
subsequently attending and voting in person.
The Company, pursuant to Regulation 41 of the Uncertiﬁcated Securities Regulations 2001, speciﬁes that only those shareholders, registered on the Register of Members as at 11am on 15th
September 2004, shall be entitled to attend and vote at the meeting in respect of shares registered in their name at the time. Changes to entries on the relevant Register of Members after 11am on
15th September 2004 shall be disregarded in determining the rights of any person to attend or vote at the meeting.
Notice of Meeting 61
First Technology 2004
Appendix to Notice of Meeting
FIRST TECHNOLOGY PLC 2004 SAVINGS-RELATED SHARE OPTION SCHEME
(“THE SHARESAVE SCHEME”)
1 ADMINISTRATION
The Company’s board of directors (“the Directors”) are responsible for administering the Sharesave Scheme. 
2 ELIGIBILITY
Employees and full-time directors of the Group are entitled to participate if they are resident and ordinarily resident in the UK and have 
completed a minimum period of continuous service as determined by the Directors. Other employees and directors may participate at the 
Directors’ discretion. 
3PERIOD FOR THE ISSUE OF INVITATIONS
The ﬁrst invitations to apply for options may be issued within 14 days following the Inland Revenue’s approval of the Sharesave Scheme 
(“the Approval Date”). Thereafter, invitations may be issued within 14 days of the announcement of the Company’s interim and/or ﬁnal 
results for any period. In exceptional circumstances, invitations may be issued at other times. 
4 EXERCISE PRICE
The exercise price per Ordinary Share is determined by the Directors but must be no less than 80 per cent of its market value at the date 
of invitation (or its nominal value, if higher). 
5 APPLICATIONS AND SAVINGS CONTRACTS
5.1 To participate, an eligible employee must complete and return an application form within a period determined by the Directors 
of between 14 and 20 days. Eligible employees must also take out either a three year or a ﬁve year save as you earn contract, saving 
between £10 and £250 per month (or such other amounts as are determined by the Directors and permitted by law). 
5.2 Such a contract will entitle the participant, on the completion of his savings contract, to receive a full repayment of his contributions plus 
a bonus sum. Currently, in the case of a three year savings contract the bonus is equal to 1 monthly saving contribution. In the case of a 
ﬁve year savings contract, participants may elect at the outset either to take their savings after ﬁve years or to leave their savings undrawn 
for an additional two years. 
6 GRANT OF OPTIONS
The Directors will grant to participants options to acquire Ordinary Shares in the Company the aggregate exercise price for which is, as nearly 
as possible, equal to the anticipated savings repayment plus the relevant bonus. Options are non-transferable. 
7 SCHEME LIMITS
The number of Ordinary Shares issuable pursuant to options granted under the Sharesave Scheme, when aggregated with the number 
of Ordinary Shares issued or issuable pursuant to rights granted under all Group employees’ share schemes within the previous period of ten 
years, may not exceed 10% of the Company’s issued ordinary share capital at the date of grant. 
8 EXERCISE AND LAPSE OF OPTIONS
8.1 General Position
An option is normally exercisable within 6 months following the relevant bonus date. 
8.2 Special Circumstances
Options may be exercised before the relevant bonus date in special circumstances such as a takeover and where a participant ceases to be 
employed within the Group more than three years after the date of grant or in particular situations such as redundancy. Where an option 
is exercised before the bonus date, the number of shares which may be acquired is restricted according to the amount accrued under the 
savings contract up to the date of exercise. 
8.3 Exchange of options on a takeover
In the event of a takeover, a participant may be permitted to exchange his options for options over shares in the acquiring company. 
9VARIATIONS OF SHARE CAPITAL
On certain variations of the ordinary share capital of the Company the Directors may, subject to the approval of the Company’s auditors and 
the Inland Revenue, adjust the exercise price and the number of Ordinary Shares comprised in existing options. 
10 PENSIONABILITY OF BENEFITS
Beneﬁts derived under the Sharesave Scheme are not pensionable. 
11 AMENDMENT
11.1The Directors may amend the Sharesave Scheme to obtain and/or maintain Inland Revenue approval.
11.2The Directors may also make other amendments with the approval of the Inland Revenue and the Company in general meeting except 
that shareholder approval is not required for minor amendments to beneﬁt the administration of the Sharesave Scheme or for amendments
to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for future 
participants or for participating companies. 
12 TERMINATION
The Sharesave Scheme will terminate ﬁve years after the Approval Date or earlier, if the Directors so determine.  62
First Technology 2004
Five Year Financial Summary
Note 2004 2003 2002 2001 2000
£’m £’m £’m £’m £’m
T urnover 118.8 127.6 137.0 145.1 116.8
Operating proﬁt before exceptional reorganisation
and integration costs and goodwill items 24.2 26.5 30.1 32.2 22.7
Reorganisation and integration costs (0.7) (1.5) (0.3) (1.7) (1.7)
Goodwill:
– amortisation (8.4) (8.7) (8.7) (8.5) (4.0)
– impairment – (4.9) – – –
Operating proﬁt 2 15.1 11.4 21.1 22.0 17.0
Proﬁt before tax on ordinary activities 2 14.8 10.4 19.7 18.9 15.2
Headline earnings per share 1,2,3 27.3p 27.2p 30.0p 29.8p 23.9p
Dividends per share 3 9.9p 9.5p 9.0p 8.6p 7.2p
Shareholders’ funds 2 163.3 160.7 163.4 158.5 143.5
Net cash/(debt) 4 3.1 0.1 (12.3) (28.3) (37.1)
Notes
1. Headline earnings are calculated on the proﬁts attributable to shareholders after taxation excluding exceptional integration and
reorganisation costs and goodwill items.
2. Results for the year ended 30th April 2001 have been restated to reﬂect the adoption of FRS 17 – Retirement Beneﬁts.
3. Earnings and dividends per share have been adjusted for the bonus element of the rights issue on 6th April 1999.
4. Net cash/(debt) comprise cash less bank borrowings. 63
First Technology 2004
United Kingdom
First Technology PLC First Technology Automotive City Technology Ltd First Technology
9 High Street 2 Columbus Drive City Technology Centre Safety Systems (UK) Ltd
Egham Summit Avenue Walton Road Birds Hill
Surrey Southwood Portsmouth Letchworth Garden City
TW20 9EA Farnborough Hampshire Hertfordshire
Tel +44 (0) 1784 221500 Hampshire PO6 1SZ SG6 1JA
Fax +44 (0) 1784 221525 GU14 0NZ Tel +44 (0) 23 9232 5511 Tel +44 (0) 1462 687800
www.ﬁrsttech.co.uk Tel +44 (0) 1252 375875 Fax +44 (0) 23 9238 6611 Fax +44 (0) 1462 473072
Fax +44 (0) 1252 375825 www.citytech.com www.ftss.com
www.1ﬁrsttech.com
Thames Side-Maywood Ltd BW Technologies – Europe
17 Stadium Way 101 Heyford Park
Reading Upper Heyford
Berkshire Oxfordshire
RG30 6BX OX25 5HA
Tel +44 (0) 118 945 8200 Tel +44 (0) 1869 233004
Fax +44 (0) 118 945 8225 Fax +44 (0) 1869 233005
www.thames-side.co.uk www.gasmonitors.com
France Netherlands Luxembourg
First Technology Réalisations et Diffusion First Technology First Technology S.à.r.l
Europe S.A.S. pour l’Industrie S.A. Safety Systems Europe BV 26 Boulevard Royal
5–7 allée Louis Bréguet 5–7 allée Louis Bréguet Schoemakerstraat 97 L-2449 Luxembourg
93421 Villepinte 93421 Villepinte PO Box 6045 Tel +352 22 99 99 52 06
Tel +33 (0) 1 49 63 56 25 Tel +33 (0) 1 49 63 12 72 2600 JA Delft Fax +352 22 99 99 54 99
Fax +33 (0) 1 49 63 56 55 Fax +33 (0) 1 49 63 56 66 Tel +31 (0) 15 269 7271
www.1ﬁrsttech.com www.rdi.fr Fax +31 (0) 15 269 7106
www.ftss.com
Germany
First Technology EnviteC-Wismar GmbH MST Technology GmbH SensoriC Gas Sensors
Safety Systems Germany GmbH Alter Holzhafen 18 Benediktstrasse 1 Justus-von-Liebig Strasse 22
Im Neuenheimer Feld 584 23966 Wismar 82069 Hohenschaeftlarn D – 53121 Bonn
D - 69120 Heidelberg Germany Germany Germany
Tel +49 (0) 6221 31 37 90 Tel +49 (0) 3841 36 01 Tel +49 (0) 8178 86 90 Tel +49 (0) 228 52 66 40
Fax +49 (0) 6221 65 40 76 9 Fax +49 (0) 3841 36 02 22 Fax +49 (0) 8178 82 20 Fax +49 (0) 228 52 66 43 9
www.ftss.com www.envitec.com www.mst-technology.com www.sensoric.de
Group Addresses 64
First Technology 2004
Group Addresses
North America
First Technology Automotive First Technology Automotive First Technology Automotive First Technology Dominicana SA
and Special Products G-10386 North Holly Road and Special Products Box 2775
228 Northeast Road PO Box 480 60 Access Highway Parque Industrial
Standish Grand Blanc Caribou ITABO Santo Domingo
Maine 04084-6919 Michigan 48439 Maine 04736 Dominican Republic
Tel +1 (207) 642 4535 Tel +1 (810) 695 8333 Tel +1 (207) 498 3164 RNC 1-22-00906-1
Fax +1 (207) 642 0198 Fax +1 (810) 695 0589 Fax +1 (207) 498 6137 Tel +1 (809) 547 4836
www.1ﬁrsttech.com www.1ﬁrsttech.com www.1ﬁrsttech.com Fax +1 (809) 547 4847
First Technology Automotive First Technology HITEC Corporation MST Technology Inc.
and Special Products Safety Systems Inc. 537 Great Road 1333 Basswood Road
North American Sales Ofﬁce 47460 Galleon Drive Littleton Schaumburg
28411 Northwestern Highway Plymouth Massachusetts 01460 Illinois 60173
Southﬁeld Michigan 48170 Tel +1 (978) 742 9032 Tel +1 (847) 285 3900
Michigan 48034 Tel +1 (734) 451 7878 Fax +1 (978) 742 9033 Fax +1 (847) 285 3907
Tel +1 (248) 353 6200 Fax +1 (734) 451 9549 www.hitecorp.com www.mst-technology.com
Fax +1 (248) 353 8333 www.ftss.com
www.1ﬁrsttech.com
Manning Systems Inc. BW Technologies – America
11511 West 83rd Terrace 3279 West Pioneer Parkway
Lenexa Arlington
Kansas 66214 Texas 76013
Tel +1 (913) 894 1185 Tel +1 (817) 274 2487
Fax +1 (913) 894 1296 Fax +1 (817) 274 8321
www.manningsystems.com www.gasmonitors.com
Canada Japan
BW Technologies Ltd Vulcain Alarme Inc. K K First Technology First Technology
2840 – 2nd Avenue S.E. Unit G, 4005 Matte Boulevard Safety Systems (Japan) Safety Systems Technical Center
Calgary Brossard Monzennakacho Building 9th Floor 93 Motomachi, Terano
Alberta T2A 7X9 Quebec Montreal J4Y 2P4 1-2 - 13 Etchujima, Koto-Ku Nishi-Kasugai-Gun
Tel +1 (403) 248 9226 Tel +1 (450) 619 2450 Tokyo 135 Aichi 452-0908
Fax +1 (403) 273 3708 Fax +1 (450) 619 2448 Tel +81 (0) 3 5245 6091 Tel +81 (0) 5 2401 7501
www.gasmonitors.com www.vulcaininc.com Fax +81 (0) 3 5245 6092 Fax +81 (0) 5 2401 7502
China Taiwan Singapore
City Technology Ltd MST Technology MST Technology
Shanghai Representative Ofﬁce 4F-7, No.81 Shui-lee Road 25 International Business Park
Room 4601, Nan Zheng Building Hsinchu 04-75 German Centre
580 Nan Jing (W) Road Taiwan Singapore 609916
Shanghai 200041 Tel +886 3 5169 248 Tel +65 6562 8200
China Fax +886 3 5169 236 Fax +65 6562 8201
Tel +86 21 3210 0807 www.mst-technology.com www.mst-technology.com
Fax +86 21 3210 0840
www.citytech.com 65
First Technology 2004
Design Carr Kamasa Design  Photography Steve Bicknell  Print Empress Litho
The Company has speciﬁed recycled paper for the production of this Annual Report.
Section One of the report is printed on Mega Matt which is made from 50% recycled
and 50% chlorine-free pulp. Section Two is printed on Arcoprint which is acid-free, low
in chlorine content, completely bio-degradable and recyclable.
FTSE4Good Index Series
15th September 2004
Annual General Meeting
11.00am at Nabarro Nathanson
Lacon House,
Theobald’s Road,
London, WC1X 8RW
5th October 2004
Payment of ﬁnal ordinary dividend
December 2004
Announcement of half-year results
March 2005
Payment of interim ordinary dividend
June 2005
Preliminary announcement of full-year results
Shareholder Information
Company announcements, press releases, up to date share price
information and further information on Group Companies can be
obtained on our web site at www.ﬁrsttech.co.uk.
Lloyds TSB Registrars are offering a range of shareholder information on
line, you can check your holding and ﬁnd practical help on transferring
shares or updating your details at www.shareview.co.uk.
Financial Calendar 9 High Street
Egham, Surrey TW20 9EA
www.ﬁrsttech.co.uk