Annual Report and Accounts 2010
Focused on delivery
Nanoco Group PLC  Annual Report and Accounts 2010
www.nanocotechnologies.com Welcome
Nanoco Group PLC designs, develops 
and manufactures quantum dots,  
solar inks and other nanomaterials  
in commercial quantities for major  
end-use markets.
Highlights of the Year
 Joint development agreement signed with major Japanese 
electronics company for LED backlighting of televisions
 Joint development agreement signed with Tokyo Electron  
for a photovoltaic film, marking our first agreement in the 
solar power sector
 Achievement of milestone payments in all our agreements, 
including a US$2 million payment from a Japanese  
LED producer
 Significant progress towards mass production with new  
scale-up reactors commissioned in Manchester producing 
quality material
 Procurement of a new production facility in Runcorn, Cheshire
 Colin White appointed as new Chief Financial Officer
 Cash, cash equivalents and deposits of £5.68 million  
at 31 July 2010 (31 July 2009: £6.59 million)
Directors
Dr Peter Rowley (Non-Executive Chairman)
Dr Michael Edelman (Chief Executive Officer)
Dr Nigel Pickett (Chief Technology Officer)
Mr Colin White (Chief Financial Officer)
Mr Michael Bretherton (Non-Executive Director)
Mr Gordon Hall (Non-Executive Director)
St Gabrielle LLP (Non-Executive Director) represented by Mr Anthony Clinch
Secretary
Mr M Sullivan
Nominated Adviser 
Zeus Capital Limited
3 Ralli Courts
West Riverside
Manchester M3 5FT
Corporate Broker
Bank of America Merrill Lynch
2 King Edward Street
London EC1A JHQ
Auditor
Ernst & Young LLP
100 Barbirolli Square
Manchester M2 3EY 
Legal Adviser
Schofield Sweeney
76 Wellington Street
Leeds LS1 2AY
Investor Relations and Financial PR
Buchanan Communication
45 Moorfields 
London EC2Y 9AE
Registered Office
46 Grafton Street
Manchester M13 9NT
Website 
www.nanocotechnologies.com
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Investor Information 01
Nanoco Group PLC 
Annual Report and Accounts 2010
Review of the Year
Contents
IFC Highlights of the Year
02 Strategic Management
04 Chairman’s Statement
06 Core Technology
08 Key Markets
10 CEO’s Review of Operations
12 Financial Review
14 Delivering Production
16 Entering the Next Phase  
of Scale-up
18 Board of Directors
Review of the Year
27 Consolidated Statement  
of Comprehensive Income
28  Consolidated Statement  
of Changes in Equity
29  Company Statement  
of Changes in Equity
30 Statement of Financial Position
31 Cash Flow Statements
32 Notes to the Financial Statements
 
56 Notice of Annual General Meeting
IBC Investor Information
Financial Statements Corporate Governance
20 Directors’ Report 
22  Directors’ Remuneration Report
24 Corporate Governance Statement
26 Independent Auditors’ Report 02
REv ENuE
Strategic Management
Technology innovation has a key role to play 
in the reduction in global carbon emissions 
and quantum dots are at the forefront of this 
innovation. Today the market for quantum 
dots is small but expected to grow rapidly  
to $1bn by 2015.
Our strategy is to work in close  
collaboration with corporations across  
the world to incorporate our quantum  
dots into their products.
Strategy
Our vision is to be the world’s leading 
developer, manufacturer and supplier  
of quantum dots.
Focused on Delivery
Vision
Priorities
Our highest priority is to commission our first 
large scale manufacturing facility to supply 
customers with high quality, heavy metal 
free quantum dots.
Objectives
Our key objective is to utilise our unique 
ability to mass produce quantum dots free 
of heavy metals to meet the needs of our 
customers’ end products.
Strategic Management 03
Nanoco Group PLC 
Annual Report and Accounts 2010
PARTNERSHIP
REv ENuE
SCALE-uP
RESEARCH & DEv ELOPMENT
Review of the Year
Our Business Model
Nanoco’s business is based on forming and 
maintaining strong partnerships with our customers. 
This involves fully understanding how our customers 
wish to use quantum dots in their products, the 
advantages that the quantum dots will bring to the 
product and initial ideas on how best to incorporate 
the quantum dots into the final product.
1. Partnership
Nanoco invests significant research and 
development resource in the development and 
mass production of high quality quantum dots. 
These quantum dots are tuned to work with 
maximum efficiency in our customers’ products.
2. Research & Development
Following the successful development of the 
quantum dots, which conform to specific customer 
specifications, the materials move into the scale-up 
phase of manufacture. During scale-up the quantum 
dot manufacturing process is optimised and 
automated in order that they can be mass produced 
on large scale production reactors. Ensuring the 
materials are produced consistently with high 
production yields is critical to Nanoco’s success.
3. Scale-up 4. Revenue
Nanoco’s revenue comes from three sources: joint 
development where customers contribute to the 
modification of the quantum dots to their specific 
needs; materials sales; and finally licence royalties.  04
Chairman’s Statement
“ The rapid progress at Nanoco since joining 
AIM in May 2009 has continued into the 
current year, which has started well. We are 
making substantial progress in developing our 
business, particularly in our manufacturing 
scale-up and in delivering on our  
commercial contracts.”
Peter Rowley
Non-Executive Chairman 05
Nanoco Group PLC 
Annual Report and Accounts 2010
Review of the Year
I am delighted to report  
that Nanoco’s first full  
year as a publicly quoted 
company has been one of 
excellent progress across our 
business. It was a year during 
which we made significant 
headway in our commercial 
collaborations, in our 
manufacturing scale-up  
and in strengthening our 
management team.
Nanoco’s key asset is its world-class 
patent-protected technology for the 
design, development and commercial 
manufacture of quantum dots and 
other nanomaterials, avoiding the 
use of heavy metals. Our intellectual 
property position has continued  
to strengthen during the year, with 
multiple patent filings to protect  
our core technology, innovative  
new materials and novel devices.
During the year we signed our first 
agreement in the solar power sector, 
with the major Japanese semi-
conductor production equipment 
supplier Tokyo Electron. Under  
this agreement we are using our 
nanomaterial technology to develop 
a highly efficient solar ink which will 
be printed to create a photovoltaic 
nanomaterial film. 
Light-emitting diodes (LEDs), for use 
in televisions and in general lighting, 
remain the first market from which 
we expect commercial revenues.  
The television backlighting market 
moved significantly in our favour 
during the year. All of the major 
television manufacturers are now 
focusing on LEDs for television 
backlighting, in part because of the 
decision by California – the world’s 
eighth largest economy – to introduce 
legislation demanding that television 
makers reduce the power consumption 
of televisions by 49% by 2013. LEDs 
with our quantum dots have the 
potential to achieve this target.
During the year we announced a 
second agreement, with another 
major Japanese company, in the  
LED sector and this has progressed 
very well with significant milestones 
already achieved. Good progress  
was also made with the first LED 
agreement signed in November 2008, 
with further milestones reached  
and we are on track to deliver our 
first commercial quantities early  
next calendar year. In parallel with  
the progress in our commercial 
collaborations we are pressing 
forward with scaling-up our 
production capability, both in 
Manchester and in a new facility  
in Runcorn. 
Financials 
Our revenues in the year to 31 July 
2010 were £2.94 million (2009: £1.99 
million). Our loss before tax was  
£1.37 million (2009: £0.78 million). 
Cash, cash equivalents and deposits 
at the year-end were £5.68 million 
(31 July 2009: £6.59 million).
People
The Nanoco team, most of whom are 
highly qualified scientists, grew to 49 
people at the year end, reflecting the 
increased activity with existing and 
potential commercial partners and 
progress in manufacturing scale-up. 
The Board was strengthened with  
the appointment of Anthony Clinch,  
a highly experienced industrialist  
and financier, as a Non-Executive*. 
Andrew Gooda, an experienced 
production engineer, was appointed 
as Manufacturing Director. Post the 
year end, we welcomed Colin White 
to the full-time role of Chief Financial 
Officer and, at the same time, 
Michael Bretherton, formerly part-
time Chief Financial Officer, became  
a Non-Executive Director.
I would like to offer sincere thanks  
to all at Nanoco for their dedication 
and commitment throughout the 
year and to all our commercial 
partners for their contribution to  
the development of the Company.
Outlook
The rapid progress at Nanoco  
since joining AIM in May 2009 has 
continued into the current year, 
which has started well. We are 
making substantial progress in 
developing our business, particularly 
in our manufacturing scale-up and  
in delivering on our commercial 
contracts. We expect to continue  
to meet key milestones and are 
moving close to achieving our first 
kilogram delivery of quantum dots. 
We therefore view the future  
with confidence.
Peter Rowley
Non-Executive Chairman
15 October 2010
*  Anthony Clinch is the representative of St Gabrielle LLP, Non-Executive Director. 06
Core Technology
Nanoco’s core intellectual property (IP) is our patented  
technique for producing high quality, heavy metal free 
quantum dots, consistently and cost effectively, on an 
industrial scale.
Our process which is more commonly referred to as the “seeding process” provides fine control 
over the size and resulting emission wavelength of any given batch of quantum dots. 
Nanoco’s customers rely on our proven ability to deliver timely, high quality, bulk product shipments 
which enable them to take their next-generation quantum-dot-containing products to market.
Nanoco actively protects its IP across the world. The company has an active program of pursuing 
new patents arising from ongoing research and development activity.
Conventional quantum dot synthesis, often referred to 
as “high temperature dual injection”, is a process which 
is difficult to control, uses harsh reaction conditions and 
only affords small quantities of quantum dots per batch.
Nanoco’s proven manufacturing technology gets around 
this problem. The Nanoco “seeding process” provides  
a reproducible route to larger quantities of consistent, 
high quality quantum dots. This involves producing 
nanoparticles from chemical precursors in the 
presence of a molecular cluster compound under 
conditions whereby the integrity of the molecular 
cluster is maintained and acts as a prefabricated  
seed template. Individual molecules of a cluster 
compound act as a seed or nucleation point upon 
which nanoparticle growth can be initiated. In this 
way, a high temperature nucleation step is not 
necessary to initiate nanoparticle growth because 
suitable nucleation sites are already provided in  
the system by the molecular clusters. A significant 
advantage of this method is that it is highly scalable.
About Our Technology
Core Technology
2nm
5nm
8nm
Energy in  07
Nanoco Group PLC 
Annual Report and Accounts 2010
Review of the Year
Quantum Dots
  Fluorescent semiconductor 
nanoparticles; 10-100 atoms  
in diameter
  Energy efficiency, very bright,  
tunable colour, versatile 
  The size of a quantum dot  
determines the colour it emits
Nanoco’s Technology 
  Mass production
  World leader in heavy  
metal free technology
  Extensive patent  
protection (material,  
process and applications)
Blue light out 
Green light out 
Red light out  08
Key Markets
Key Markets
Nanoco is currently focused on four target markets:  
LED lighting for backlighting of liquid crystal display 
(LCD) televisions and for general lighting; solar power; 
electroluminescent displays; and other applications.  
These markets are all very large in their own right  
and represent a huge opportunity for growth.
Backlighting General Lighting
Quantum dot LEDs are increasingly 
being seen as a replacement for 
traditional fluorescent (CCFL) or 
white LEDs for the backlighting  
of LCD (liquid crystal display) Tvs. 
Nanoco has the potential to 
dramatically improve LED lighting, 
allowing it to be used in a myriad  
of applications including general 
lighting for homes and offices.
Benefits
Quantum dot LED backlights for LCD TVs enable TV 
manufacturers to get improved colour performance with  
lower power consumption. This is the result of quantum  
dots’ tuneable and narrow emission spectrum.
Benefits
LED, or solid-state, lighting is expected to successively  
replace traditional light sources owing to its reduced power
consumption, long life and compact size. LEDs are already
used in niche applications such as torches, car lights and
traffic signals.
Quantum dots, because of their highly tunable colours, offer
superior colour performance, which means that any warmth
and shade of white light can be created, which is essential for
the adoption of LEDs in general domestic and office lighting.
They also offer high consistency of colour, and much less
material is used in a quantum dot LED. 09
Nanoco Group PLC 
Annual Report and Accounts 2010
Review of the Year
Printable nanoparticles for use  
in low-cost, high efficiency solar  
cells have the potential to make 
substantial gains in the solar  
cell market.
Thin Film Solar Other Applications
Nanoco’s heavy metal free quantum 
dots can be used in a wide variety of 
applications. Some of these include 
very thin electroluminescent displays, 
sensors, and anti-counterfeiting tags.
Benefits
Quantum dots and other nanomaterials produced  
by Nanoco have the ability to absorb a wide spectrum  
of the sun’s energy. This makes them ideal for use  
in next generation solar cells. 
Nanoco has developed inks based on these materials which 
can be fabricated into the solar absorption layer of a solar 
cell. The objective is to produce solar cells which are efficient 
and cost effective.
Electroluminescent displays 
Quantum dots have the ability to be excited electronically  
to emit bright, pure colours. This means the quantum dots 
can be fabricated into very thin electroluminescent displays 
which have a superior picture and consume little power  
using low-cost printing technology.
Sensors
The properties of quantum dots are such that they can be 
functionalised to emit light on binding to a “target” molecule, 
which enables them to be used, for example, to detect specific 
airborne pollutants.
Anti-counterfeiting
From expensive luxury goods to critical products like drug 
packaging and currency, quantum dots provide a method  
of creating unique, optical barcodes: the precise combinations  
of wavelengths of light emitted by complex combinations  
of different quantum dot. Embedded in inks, plastic, glass, 
and polymers, quantum dots are invisible to the naked eye 
and extremely difficult to counterfeit. 10
CEO’s Review of Operations 
“ We are very focused on delivery  
of technology and new production 
capacity to satisfy our major 
markets including backlighting  
for LCD TVs, general lighting and 
thin film solar cells.”
Quantum dots are nano-sized 
semiconductor particles with the 
ability to emit intense light of a 
specific colour dependent on the  
size of the dots, which range from  
10 to 100 atoms in width. These dots, 
which Nanoco makes without toxic 
heavy metals, such as cadmium,  
have multiple commercial applications 
in many industrial and consumer 
markets, delivering significant benefits 
including reduced power consumption 
and increased performance. Our 
technology allows the manufacture  
of other nanomaterials including  
solar inks, harnessing the ability of 
nanoparticulate semiconductors to 
absorb light to create highly efficient 
solar panels.
Owing to the scale of the commercial 
opportunity presented to us, we have 
focused initially on a small number  
of high value target markets, working 
in collaboration with customers and 
potential customers who have the 
ability to bring products to market 
incorporating our nanomaterials.
Critical to success is our ability to 
design and develop quantum dots  
to bespoke specifications for our 
customers’ particular end use.  
Once this design and development  
is successful, a material supply and 
licence agreement is signed under 
which Nanoco receives payments for 
the supply of material and royalties on 
sales of the customer’s end product. 
Manufacturing in-house is central to 
our business model owing to the value 
that control of the supply chain can 
bring to the Company. We have made 
major progress in the scale-up of our 
manufacturing and remain confident 
that we will be able to deliver large 
quantities of quantum dots in the 
foreseeable future. Although this has 
never been done before, Nanoco’s 
solution-based chemistry uses 
equipment similar to other industries, 
significantly reducing risk.
We are currently focused on four target 
markets: LED lighting for backlighting 
of liquid crystal display (LCD) televisions 
and for general lighting; solar power; 
electroluminescent displays; and other 
applications. 
Creating white light from blue LEDs 
through the use of red and green 
quantum dots brings significant benefits 
compared with the currently used 
phosphor technology. These benefits 
include reduced power consumption 
and superior colour performance. 
Michael Edelman
Chief Executive Officer
Our primary focus at  
Nanoco is to commercialise 
our world-class technology,  
but before reviewing the 
significant progress made 
towards achieving this goal  
I would like to provide a brief 
overview of the Company.
Our key asset is our patent-protected 
technology for the design, development 
and mass manufacture of quantum 
dots and other nanomaterials, which 
have highly attractive commercial 
characteristics. The robustness of our 
intellectual property is underlined by  
the recent issuing of patent number 
7 ,803,423, one of Nanoco’s fundamental 
manufacturing patents, by the United 
States Patent and Trademark Office. 11
Nanoco Group PLC 
Annual Report and Accounts 2010
Review of the Year
Quantum dot LEDs are ideally suited for 
the backlighting of television and other 
displays, such as computer screens. 
In addition to their ability to emit  
light, nanoparticulate semiconductors 
are able to absorb light across  
a very broad spectrum, bringing the 
potential for highly efficient solar  
cells to reduce the cost per watt of 
solar energy. Nanoco has developed 
photovoltaic nanomaterial inks  
which can be printed by conventional 
low-cost printing techniques to create 
thin films for use as solar panels.
Nanoco’s development work in 
electroluminescent displays – the 
future generation of displays for 
consumer goods including mobile 
phones, computers and televisions – 
exploits the ability of quantum dots  
to be used as pixels. Such displays 
would be very thin and have no 
requirement for a backlight, bringing 
benefits including low power 
consumption, high colour quality  
and ease of manufacture. 
Nanoco’s ability to make quantum 
dots free of heavy metals creates the 
opportunity for in vivo imaging, which 
has attracted considerable interest 
from the life science industry. The 
development cycle is substantially 
longer in this sector owing to the 
regulatory framework but presents a 
significant medium term opportunity.
Commercial agreements
During the year we signed our first 
agreement in the solar power sector 
with Tokyo Electron, a major Japanese 
semiconductor and flat panel display 
production equipment supplier.  
We also signed a new agreement  
in the LED lighting market and made 
significant progress with our other  
LED lighting activities. 
Under the agreement with Tokyo 
Electron, we are developing solar  
inks for printing into a nanomaterial 
film, which will form the solar-active 
component of a new photovoltaic 
panel. Nanoco received an upfront 
payment and will receive milestone 
payments during the contract,  
which began in June 2010 and  
is progressing well.
In September 2009 we signed a new 
agreement with a major Japanese 
electronics company for the bespoke 
design of quantum dots for use in the 
LED backlighting of televisions.  
This collaboration is progressing well 
and we have achieved the required 
milestones, triggering a payment of 
US$600,000 in July 2010 and bringing 
the total paid to Nanoco from the 
agreement to US$1.8 million.
We received a milestone payment of 
US$2 million from our first supply and 
licence agreement signed in November 
2008 with a major Japanese 
corporation for red and green quantum 
dots for LEDs. It was subsequently 
agreed with this partner that the 
second technical milestone would  
be amended in the light of more 
demanding market requirements, 
particularly with regard to the lifetimes 
in service of the LEDs, which have now 
been set at 50,000 hours. It is pleasing 
to note that our quantum dots have 
met the key technical criteria to date 
except for the final extended lifetime 
tests which are expected to be 
completed successfully in the near 
future. Our partner has already made 
partial payment for these revised 
intermediate milestones in recognition 
of the successful progress. We are 
therefore pressing ahead to deliver  
our first 1kg of red quantum dots to  
the Japanese corporation early in the 
next calendar year, which will trigger  
a further US$2 million milestone 
payment. It is expected that the green 
1kg delivery will follow later in the first 
half of 2011, triggering a further US$2 
million payment.
Once the products under this 
agreement are commercialised,  
a royalty will be paid to Nanoco  
on the net sales of the corporation’s 
products, which will comprise an  
LED chip, quantum dots and an 
encapsulant. The packaged LEDs  
will be sold by the corporation to LCD 
television and display makers and to 
solid state lighting manufacturers. 
During the year, we have seen 
increasing interest from potential 
customers in the use of our quantum 
dots for use with LEDs in general 
lighting, where Nanoco’s technology 
has the potential to provide lighting 
with a high colour rendering index. 
Current methods for producing white 
light from blue LEDs tend to be 
relatively weak in the red wavelengths, 
with the result that the light can lack 
warmth and fail to show true colours; 
the use of Nanoco’s quantum dots can 
correct these failings.
We continue in discussions with 
potential partners across a range  
of applications. 
Manufacturing/operations
Since joining AIM in May 2009,  
we have been focused on scaling  
up from the production of very small 
quantities of quantum dots to mass 
production so that customers can 
supply major end-use markets. We 
made significant progress during the 
year in achieving this goal, including 
the appointment of Andrew Gooda  
as Manufacturing Director in January 
2010. He has since developed a clear 
pathway to take us through the steps 
to mass production.
During the year, we have added a 
series of scale-up reactors in our 
Manchester headquarters. These 
reactors are critical in the progression 
of the quantum dots from very small 
scale manufacture in the laboratory  
to mass production. 
Today we announced that we have 
taken a lease on a 3000 square foot 
facility at The Heath, a technology 
park in Runcorn, Cheshire. This facility, 
which will involve an initial investment 
of £1.3 million, will be our first 
commercial production plant and we 
expect it to be commissioned later 
this calendar year. This sixty acre site 
provides ample room for Nanoco’s 
future expansion requirements.
Our customers are global corporations 
who expect suppliers to perform  
to accepted international standards.  
We are committed to exceeding the 
expected quality assurance standards, 
and health, safety and environmental 
legislation, both at Runcorn and in 
Manchester. We have recruited skilled 
staff who are currently developing and 
implementing the systems needed to 
ensure that all of our operations meet 
the highest standards.
Summary
Our first full year as a quoted company 
has been one of rapid progress. 
The Company has delivered against 
customer contracts and against 
manufacturing scale-up targets whilst 
keeping tight control over our cash  
to ensure we have adequate funds  
to build the Company successfully.
In the current year we will continue  
to focus on delivery of our commercial 
contracts, our manufacturing scale-up 
and on securing new commercial 
agreements across our target markets.
Michael Edelman
Chief Executive Officer
15 October 2010 12
Financial Review
Results
Revenue increased by 47% to 
£2,937,000 (2009: £1,994,000).  
The Company’s revenue is earned 
primarily through joint development 
agreements, with revenue being 
recognised as agreed performance 
milestones are achieved, and also 
from a material supply and licence 
agreement. Of this total £2,771,000 
(2009: £1,761,000) was earned in US 
Dollars and mostly originated from 
customers in the Far East.
Underlying* operating loss for  
the year ending 31 July 2010  
was £1,262,000 (2009: underlying* 
operating loss of £545,000). Total 
staffing costs increased by £679,000 
to £2,093,000 (2009: £1,414,000) and 
average staffing numbers increased 
by 12 heads from an average of 27 
heads in 2009 to 39 in 2010. Total 
research and development (“R&D”) 
spend, which primarily includes the 
employment costs of technical staff, 
increased by £591,000 to £1,850,000 
(2009: £1,259,000), reflecting the 
increase in technical staff in support 
of the expansion in the number of 
product development programmes. 
Investment in scale-up manufacturing 
plant and equipment over the last 
year has increased the level of the 
depreciation charge by £195,000 to 
£428,000 (2009: £233,000).
The Company aims to incentivise  
and retain key staff through the use  
of equity-settled share schemes. 
During the year the Company also 
introduced a long term incentive  
share option plan in which all staff  
can participate. The IFRS2 (share-
based payment) charge in respect  
of share schemes totalled £166,000 
(2009: £72,000). The total number  
of share options in issue as at 31 July 
2010 were 11.0m (31 July 2009: 8.4m). 
In addition a further 3.8m (31 July 
2009: 3.8m) of shares are jointly 
owned by the Company’s Employee 
Benefit Trust (“EBT”) and certain 
senior management through  
a Jointly Owned Agreement (“JOE”). 
Under the JOE the employee 
beneficiaries have the option to 
acquire the trustees’ share at an 
agreed option price subject to 
meeting certain performance criteria. 
No options were capable of being 
exercised during the year. Share options 
and JOE shares that had been issued 
under the Nanoco Tech Share 
incentive Plan (prior to the reverse 
take-over in 2009), which total 12.2m 
share options and JOE shares, are 
capable of being exercised from  
1 August 2010 until 31 August 2016. 
Details on the various share schemes 
are provided in note 19 to the accounts.
The loss before tax was £1,371,000 
(2009: loss of £780,000), after 
deducting the share-based payment 
charge and after crediting net interest 
income of £57,000 (2009: £32,000) 
and, in 2009, after deducting the cost 
of the reverse acquisition of £195,000.
Taxation
The tax credit for the year is £288,000 
(2009: £240,000). The R&D tax credit 
to be claimed in respect of R&D 
spend is £433,000 (2009: £254,000), 
and this is partially offset in the 
Income Statement by a deferred  
tax charge for accelerated capital 
allowances of £129,000 (2009: nil) 
and an adjustment in respect of the 
prior year R&D tax credit of £16,000 
(2009: £14,000).
Earnings per share
Underlying* basic earnings per share 
(“EPS”) was a loss of (0.51) pence 
(2009: underlying* loss of (0.16) 
pence). Basic EPS was a loss of (0.60) 
pence (2009: loss of (0.31) pence).
No dividend has been proposed 
(2009: nil) in order to retain cash 
within the business to fund  
future investment. 
Cash flow and balance sheet
During the year cash, cash equivalents 
and deposits reduced by £907,000 
from £6,589,000 at 31 July 2009 to 
£5,682,000 at 31 July 2010. Purchases 
of capital equipment in the year, 
primarily in connection with scale-up 
manufacturing apparatus and 
equipment for the new Runcorn 
facility totalled £1,136,000. Of this 
total £615,000 was paid for during  
the year, and the balance, associated 
with equipment for the Runcorn 
manufacturing facility which was  
still in the process of construction at 
31 July 2010, was paid for after the 
year end. Expenditure incurred in 
registering patents totalled £300,000 
during the year. This is capitalised and 
amortised over ten years in line with 
the Company’s accounting policy. 
At the year-end current liabilities 
included £539,000 of deferred income 
which is recognised in the Income 
Statement, as revenue, as performance 
milestones are achieved. 
Treasury activities and policies
The Group carries a significant cash 
sum which is managed prudently.  
In order to minimise risk to the 
Group’s capital the funds are  
invested across a number of financial 
institutions with strong credit ratings. 
The deposits range from instant 
access to 12 month term deposits 
and are regularly reviewed by the 
Board. Cash forecasts are updated 
monthly to ensure that there is 
sufficient cash available for 
foreseeable requirements.
Credit risk
The Company only trades with 
recognised, creditworthy third 
parties. Receivable balances are 
monitored on an on-going basis  
and any late payments are promptly 
investigated to ensure that the 
Group’s exposure to bad debts  
is not significant.
* Underlying figures are before the share-based payment charge and before the cost of the reverse acquisition in 2009. Colin White
Chief Financial Officer
13
Nanoco Group PLC 
Annual Report and Accounts 2010
Review of the Year
“ The Company ended the year 
with cash and deposit balances 
totalling £5.7 million.”
Foreign exchange management
The Company invoices most of its 
revenues in US Dollars. The Company 
is therefore exposed to movements  
in the US Dollar relative to Sterling. 
Foreign currency balances in excess  
of forecast amounts required to  
fund projected outgoings have been 
converted during the year at spot  
rate. No foreign currency hedging 
instruments are currently used due  
to the lack of forward visibility on foreign 
currency receipts. This policy will remain 
under review and may change if the 
Company is generating predictable 
levels of non-Sterling income.
At the year end the Group had 
£1,260,000 (2009: £40,000) in US 
Dollar cash or debtor balances. The 
Group’s net profit and its equity are 
exposed to movements in the value 
of Sterling relative to the US Dollar. 
The estimated impact of movements 
in the Sterling exchange rate on 
profits and equity are summarised in 
note 24 to the Financial Statements. 
Based on the balances at the year 
end, a 10% strengthening in Sterling 
against the US Dollar would reduce 
Group pre-tax profit and equity by 
£115,000 and a 10% strengthening  
in the US Dollar relative to Sterling 
would increase pre-tax profit and 
equity by £140,000. As US Dollar 
revenues increase so the exposure  
of the Group’s Income Statement and 
equity to movements in the Sterling/
US Dollar exchange rate will increase 
as well.
Colin White
Chief Financial Officer
15 October 2010 14
Delivering Production
Production Highlights
Roadmap to Mass Production
  We have had a successful year. A year of delivery on  
our contracts and delivering against our scale-up strategy
  We have focused on production (shown through the 
appointment of a Manufacturing Director) 
  We have focused on our infrastructure as shown through  
the appointment of new people (including a new CFO)  
and purchase of new facilities and equipment (as well  
as investment in our quality, safety and IT systems)
2010 2009
QD Development 
 Lab scale development and customer trials.
 Small scale commercial supply.
Milestones and Objectives
Scale-up 
 Automated small scale production.
 Scale-up reactors – Current.
Pilot Plant 
 SemiTech Production Facility.
 Kilo lab Production Facility.
Mass Production 
 Mass production – target for 2012/2013. 15
Nanoco Group PLC 
Annual Report and Accounts 2010
Review of the Year
Roadmap to Mass Production
2011 2012 16
Entering the Next Phase of Scale-up
“ Our patented production processes  
are unique. They enable us to make  
heavy metal free (CFQD
TM
) quantum  
dots in kilogram quantities with very  
high performance.”
Andrew Gooda
Manufacturing Director 17
Nanoco Group PLC 
Annual Report and Accounts 2010
Review of the Year
Q: What is your  
experience in the 
manufacturing industry?
A: I have been involved in 
manufacturing throughout my 
career. After completing an 
engineering degree at Imperial 
College in 1985 I joined the chemicals 
industry with ICI, working in crude  
oil refining through to speciality 
chemicals. I then spent 10 years  
as site director of Croda’s Uniqema 
manufacturing facility in Merseyside, 
making chemicals for consumer  
care and industrial products.
Q: Why did you decide  
to join Nanoco?
A: It is such an exciting project!  
How often does an engineer get  
the opportunity to develop the 
manufacturing base for a whole new 
technology? Nanoco’s technology  
is at the cutting edge of science but 
one of the attractions is that it can  
be put into mass production through 
fairly conventional processes.
Q: What have you focused 
on since joining Nanoco?
A: My first task was to understand  
the production process and draw  
up a strategy for scaling up our 
manufacturing capability in 
manageable steps. A careful balance 
is required to allow us to develop 
quickly and effectively to meet 
market demand whilst at the same 
time minimising technical risks  
and managing costs. The strategy 
includes expanding our facilities  
and staff, as well as procuring 
specialised equipment.
Q: What are the main 
challenges in scaling up  
to mass production?
A: Maintaining consistent physical and 
chemical conditions is essential when 
you increase scale by a factor of up  
to 10,000. Identifying and procuring 
the equipment that will do the job  
is also critical. We use standard 
equipment as far as we can, but we 
have to customise most of it and 
some of it we design from scratch. 
Q: How big is the new 
production facility  
at The Heath?
A: We have 3,000 square feet of high 
specification laboratory space at The 
Heath, which is located in Runcorn, 
Cheshire. We have two large rooms 
for two quantum dot production  
lines with 20 litre reactors, and  
a small room for precursor 
manufacture and support activities. 
We also have an open plan office  
and external storage space.
Q: Is this the only production 
facility of its type in the UK?
A: Absolutely! It’s the only one in the 
world. Nobody else has access to our 
patented production process which 
enables us to make Cadmium Free 
Quantum Dots (CFQD
™
) in kilogram 
quantities with very high performance.
Q: Will manufacturing 
continue to take place  
in Manchester?
A: Yes, we will continue to operate  
our scale-up facility in Manchester  
as well. Indeed, we have expanded 
the capacity there with a new 
multi-reactor system. This gives  
us flexibility to produce smaller,  
trial batches of new products for 
customers as well as supporting 
further product and process 
development.
Q: When will the new  
facility be commissioned 
and begin production?
A: The new multi-reactor at 
Manchester is already operational. 
Commissioning the production  
lines at Runcorn is on schedule  
for completion in Q4 this year,  
with commercial production  
starting in Q1 2011.
Q: How much will it cost  
and how many staff will  
it employ?
A: The investment cost for the 
production equipment has been 
around £1.3m, including equipping 
the new laboratories to our 
specifications. We will initially have 
up to seven staff based at Runcorn, 
but we expect that to increase next 
year as sales demand grows.
Q: Will you produce other 
nanomaterials at the facility?
A: We will be able to produce  
large scale batches of our solar 
nanomaterials, as demand increases.
Q: How much capacity will 
the new facility have, and is 
there room for expansion? 
A: We will start with about 25kg a year 
capacity for the two production lines 
at Runcorn, but we expect to increase 
this towards 50kg a year. We have 
taken sufficient space to allow  
initial expansion within the existing 
laboratory facilities. More space  
is available if we need it in future.
Q: What is your vision for  
the facility over the next  
few years?
A: The new facility will be ground-
breaking, but it is only one step in  
our strategy. We have already started 
design work on the next stage –  
Kilo-Lab production lines with up  
to 10 times more capacity. I can 
certainly see us building these at 
Runcorn and further expanding our 
operations there. The Heath has 
great facilities, a good location and  
is committed to helping technology 
companies grow and prosper.
Q: What initiatives have you 
taken in health and safety 
and quality assurance?
A: We have recently recruited  
a professional Safety, Health and 
Environment (SHE) Manager with  
over 30 years’ experience in the 
chemical industry. We already had 
good systems in place at Nanoco,  
but we will now develop them 
towards the international standards 
of OHSAS 18000 for safety and ISO 
14000 for environment. We have also 
strengthened our quality team to 
provide the rigorous systems we 
need as we move into commercial 
production. We remain on track to 
implement the full ISO 9000 system 
for quality assurance in 2011.
Q: What is the  
business’s contribution  
to clean technology? 
A: I expect our products to  
make a significant contribution to 
sustainability, by reducing energy 
consumption in lighting and displays 
and by generating solar power – all 
without using toxic heavy metals.  
We are working at nanoparticle sizes 
so the resources used in the new 
facility are at a very small scale, but 
even there we have tried to reduce  
our impact – for example by reducing 
energy consumption for air handling 
when the laboratories are not manned. 18
Board of Directors
1. Dr Peter Rowley 
Non-Executive Chairman
Peter joined the Nanoco board  
in 2006. Previously he led the 
management buyout of Victrex  
from ICI in 1993, followed by the 
successful listing of Victrex PLC on  
the London Stock Exchange in 1995. 
He joined ICI in 1968 and progressed 
through a number of positions in the 
organisation. In 1983 he became 
International Business Manager for 
the widely used polymer PTFE and  
in 1989 he was appointed General 
Manager for ICI Advanced Materials 
Asia Pacific. Peter has a PhD in 
inorganic chemistry from Kings 
College London.
2. Dr Michael Edelman 
Chief Executive Officer
Nanoco is led by Dr Michael Edelman. 
Michael joined Nanoco in 2004,  
led the initial fund-raising and spun 
Nanoco out of the University of 
Manchester. Prior to Nanoco Michael 
was responsible for licensing the 
technology developed by GE/Bayer 
joint venture, Exatec LLP. As Vice 
President and managing director  
of yet2.com Michael set up, grew  
and ran yet2.com’s European 
operation and was instrumental  
in successfully selling the business. 
He was main board director for 
Colloids Ltd, a manufacturer of 
colours and additives for plastics  
with responsibility for global sales, 
marketing and restructuring of  
the business. Michael started  
his career with ICI, has a PhD  
in organo-metallic chemistry from 
the University of Sussex, UK, and 
undergraduate degree in classics  
and chemistry from Tufts University, 
Boston, MA, USA.
3. Dr Nigel Pickett 
Chief Technology Officer
Nanoco’s technology team is led by 
Dr Nigel Pickett who is a co-founder 
of Nanoco and inventor of Nanoco’s 
key quantum dot scale-up technology. 
Nigel graduated from Newcastle 
University in 1991 and chose to 
remain at Newcastle to pursue  
a PhD in the field of main group 
organometallics. After graduation  
in 1994 he undertook a postdoctoral 
fellowship at St Andrews University, 
Scotland, in the field of precursor 
design for MOVPE growth and 
synthesis of nanoparticles using  
CVD techniques. In 1996 he won  
a Japan Society for the Promotion  
of Science (JSPS) fellowship and  
spent the following year working  
at Tokyo University of Agriculture  
and Technology, Japan. In 1998 he 
became a research fellow at Georgia 
Institute of Technology, USA, working 
on the design and evaluation of 
precursor used in MOVPE. Nigel 
co-founded Nanoco Technologies  
in 2001.
4. Colin White 
Chief Financial Officer
Colin White is a chartered accountant 
with international experience of publicly 
quoted companies in the manufacturing, 
technology and professional services 
sectors. Prior to joining Nanoco,  
he held a position of group finance 
director of Driver Group PLC, where  
he was involved in implementing  
a range of strategic growth initiatives 
and setting up a number of overseas 
joint ventures. He has also held senior 
positions at Scapa Group PLC and  
TI Group PLC, where he worked for 
almost ten years prior to its 
acquisition by Smiths Group PLC. 
2.
5.
3. 19
Nanoco Group PLC 
Annual Report and Accounts 2010
Review of the Year
During this time he held positions 
including finance director of the 
Dowty Aerospace Division, finance 
controller of Dowty North America 
and group investor relations 
manager. Colin, who graduated from 
Cambridge University in 1983 and 
qualified as a chartered accountant 
with Grant Thornton in 1987, joined 
Nanoco and its board in August 2010.
5. Michael Bretherton 
Non-Executive Director
Michael Bretherton graduated  
in Economics from the University  
of Leeds and then worked as an 
accountant and manager with 
PriceWaterhouse for seven years  
in both London and the Middle East. 
Michael subsequently worked for  
The Plessey Company PLC before 
being appointed Finance Director  
of the fully listed Bridgend Group PLC 
in 1988 where he held the position  
for twelve years. More recently, he has 
worked at the property and services 
company Mapeley Limited as Financial 
Operations Director and then at the 
entertainment software games 
developer, Lionhead Studios Limited, 
where he helped to complete a trade 
sale of the business to Microsoft in 
March 2006. Michael is currently also  
a director of ORA Capital Partners 
Limited and a number of other AIM 
listed companies. Michael held the 
position of Chief Financial Officer for 
Nanoco Group PLC until 9 August 2010.
6. Gordon Hall 
Non-Executive Director
After an early career in teaching, 
Gordon built up substantial 
international sales, management 
and development expertise with  
Rank Xerox and Abbott Laboratories. 
He became Chief Executive Officer of 
Shield Diagnostic Ltd (now Axis Shield 
PLC) in 1990 and was responsible  
for listing the company on the London 
Stock Exchange. More recently Gordon 
has been involved with a range  
of different companies and he is 
currently a Non-Executive Director  
of International Brand Licensing PLC 
which is listed on AIM.
7. Anthony Clinch  
Anthony Clinch represents  
St Gabrielle LLP, a corporate 
Non-Executive Director 
Anthony Clinch is a senior advisor  
to CVC Capital Partners through his 
consultancy business, St. Gabrielle 
LLP. He was an employee of CVC 
Capital Partners between 1987 and 
2007 and was actively involved in  
a number of CVC Capital Partners’ 
international chemical investments. 
He previously worked for Citibank  
in a number of managerial roles in 
Corporate Banking. Via his consulting 
partnership he is a Director (recently 
Chairman) of Taminco Group Holdings 
S.a.r.l, a major international chemical 
manufacturer of alkylamines and 
derivatives. He is a chartered 
engineer and a member of the 
Institution of Engineering and 
Technology, having spent his early 
career with Rolls Royce Ltd. He holds 
a BSc. in Aeronautical Engineering 
and an M.Sc. in Management Science 
and Operational Research from 
Imperial College, London. He is a 
member of the Advisory Board of 
Imperial College’s Chemistry faculty.
7.
6.
4.
1. 20
The Directors present their report and consolidated financial statements for the year ended 31 July 2010, and the 
financial statements for the parent company for the year ended 31 July 2010.
Principal activity
The principal activity of the Group during the year was the research, development and manufacture of high performance 
semi-conducting nano particles, called quantum dots, for use in a range of potential commercial applications.
Review of the business and future developments
A review of the Group’s performance and future projects, including research and development and manufacturing 
scale-up, is included in the Chairman’s Statement, CEO’s Review of Operations, Financial Review, Delivering Production 
and Entering the Next Phase of Scale-up reports on pages 5, 10, 12, 14 and 16 respectively.
Key performance indicators
Key Group performance indicators are set out below:
      31 July 2010 31 July 2009 
      £000 £000
Revenue      2,937 1,994
Net assets      7,854 8,771
Loss attributable to equity holders      (1,083) (540)
Cash, cash equivalents and deposits      5,682 6,589
Research and development spend      1,850 1,259
Results and dividends
Turnover for the Group increased from £1,994,000 last year to £2,937,000 whilst losses after taxation for the year 
increased to £1,083,000 (2009: loss of £540,000). 
The Directors do not recommend payment of an ordinary dividend (2009: nil).
Share capital and funding
Full details of the Group and Company’s share capital movements during the period are given in note 18 of the 
financial statements.
Directors and their interests
The following Directors held office in the year.
Dr Peter Rowley
Dr Michael Edelman
Dr Nigel Pickett
Mr Michael Bretherton
Mr Gordon Hall
St Gabrielle LLP, represented by Mr Anthony Clinch (appointed 30 March 2010)
Details of Directors’ interest are shown in the Directors’ Remuneration Report on pages 22 to 23.
Directors’ indemnity insurance
The Group has maintained insurance throughout the year for its Directors and officers against the consequences  
of actions brought against them in relation to their duties for the Group.
Directors’ Report 21
Nanoco Group PLC 
Annual Report and Accounts 2010
Corporate Governance
Substantial shareholders
The Company is aware that the following have at 15 October 2010 an interest in 3 per cent or more of the issued 
ordinary share capital of the Company:
      Number of Percentage 
      10p ordinary of the issued 
      shares share capital
ORA Capital Partners Limited*      52,870,260 28.48%
Universities Superannuation Scheme      12,968,100 6.99%
Mitsubishi UFJ      11,872,888 6.40%
Gartmore Investment Management      10,975,931 5.91%
Nigel Pickett      10,451,931 5.63%
Paul O’Brien      9,921,843 5.34%
Michael Edelman      9,272,940 5.00%
Kisco Ltd      6,026,615 3.25%
* Includes 2,870,260 (1.5%) held indirectly through a derivative financial instrument.
Donations
No charitable or political donations were made in the year (2009: nil).
Policy on payment of suppliers
The Group does not follow any code or standard payment practice. The Group’s policy is to agree the terms of payment 
with key suppliers. For all other suppliers, terms are agreed for each transaction. The Group endeavours to abide by the 
terms of payment with suppliers.
The Group’s trade creditor days as at 31 July 2010 were 31 (2009: 31 days).
Employment policies
The Group supports employment of disabled people where possible through recruitment, by retention of those who 
become disabled and generally through training, career development and promotion.
The Group is committed to keeping employees as fully informed as possible with regard to the Group’s performance 
and prospects and seeks their views, wherever possible, on matters which affect them as employees.
Health and safety
The Group is committed to ensuring the health and safety of its employees in the workplace. The business recently 
appointed a full-time health and safety manager as part of its commitment to further improving health and safety 
processes within the company, particularly as the business develops its manufacturing capabilities.
Disclosure of information to the auditors
So far as each person who was a Director at the date of approving this report is aware, there is no relevant audit 
information, being information needed by the auditor in connection with preparing its report, of which the auditor  
is unaware. Having made enquiries of fellow Directors and the company’s auditor, each Director has taken all the  
steps that he is obliged to take as a Director in order to make himself aware of any relevant audit information and  
to establish that the auditor is aware of that information.
Auditor
A resolution to reappoint Ernst & Young LLP as auditors will be put to the members at the Annual General Meeting.
On behalf of the Board
Colin White
Director
15 October 2010 22
Directors’ Remuneration Report
Companies with securities listed on AIM do not need to comply with either the Directors’ Remuneration Report Regulations 
2002 or the UKLA Listing Rules and the provisions under section 421 of the Companies Act 2006. The Company is  
required to provide details of Directors’ remuneration during the financial year for each Director acting in such capacity. 
The Remuneration Committee is however committed to maintaining high standards of corporate governance and 
disclosure and has applied the guidelines as far as practical given the current size and development of the Company.
Remuneration committee
The remuneration committee’s primary responsibilities are to review the performance of the Executive Directors of the 
Company and to determine the broad policy and framework for their remuneration and the terms and conditions of their 
service and that of senior management (including the remuneration of and grant of options to such persons under any 
share scheme adopted by the Company). The remuneration committee comprises Gordon Hall, who is Chairman of the 
committee, and the Non-Executive Directors. The remuneration of Non-Executive Directors shall be a matter for the 
Chairman and the Executive members of the board of the Company.
There are three main elements of the remuneration packages for Executive Directors and senior management:
Basic annual salary •	
The base salary is reviewed annually at the beginning of each year. The review process is undertaken by the remuneration 
committee and takes into account several factors, including the current position and development of the Group, 
individual contribution and market salaries for comparable organisations. 
Discretionary annual bonus •	
All Executive Directors and senior managers are eligible for a discretionary annual bonus which is paid in accordance with 
a bonus scheme developed by the remuneration committee. This takes into account individual contribution, business 
performance and technical and commercial progress, along with financial results. No bonus is payable to Executive 
Directors in respect of the financial year ended 31 July 2010.
Discretionary share schemes •	
All Executive Directors and senior managers are eligible for discretional share scheme awards to be paid in accordance 
with the Company’s long term incentive plan. Details of the awards made under the scheme are provided in note 19  
to the financial statements relevant scheme. This takes into account the need to motivate and retain key individuals, 
along with similar performance criteria to the discretionary bonus scheme.
Remuneration policy for Non-Executive Directors
Remuneration for Non-Executive Directors is set by the Board as a whole. Non-Executives do not receive any pension 
payments or other benefits, nor do they participate in bonus schemes. Fees are based on a fixed fee plus an additional 
fee for chairmanship of a committee.
Directors’ remuneration
The remuneration of the Directors, who served on the Board of Nanoco Group during the year to 31 July 2010  
is as follows:
    Salary Share-based Total Total 
    and fees payments 2010 2009 
    £000 £000 £000 £000
Dr Peter Rowley    12 – 12 10
Dr Michael Edelman    120 9 129 192
Dr Nigel Pickett    85 6 91 127
Mr Michael Bretherton    12 – 12 3
Mr Gordon Hall    12 – 12 3
St Gabrielle LLP (appointed 30 March 2010)   4 – 4 –
    245 15 260 335
Michael Edelman and Nigel Pickett both have contracts with an indefinite term providing for a maximum of twelve 
months’ notice. Colin White, who became Chief Financial Officer on 9 August 2010, has an indefinite term contract 
which provides for a maximum of six months’ notice which will increase to twelve months in the event of a change  
of control of the company. In the event of early termination, the Directors’ contracts provide for compensation up  
to a maximum of basic salary for the notice period.
Non-Executive Directors are employed on letters of appointment which may be terminated on not less than six months’ 
notice. The basic fee payable to the Non-Executive Directors is £12,000 per annum. 23
Nanoco Group PLC 
Annual Report and Accounts 2010
Corporate Governance
St Gabrielle LLP, Non-Executive Director, entered into a formal engagement with the company under which it agreed  
to supply the services of Anthony Clinch as its representative. The agreement can be terminated upon not less than  
six months’ notice.
Directors’ shareholdings
Directors’ interests in the shares of the Company, including family and beneficial interests, at 31 July 2010 were:
 Ordinary shares of 10p each
    31 July 2010 31 July 2010 31 July 2009 31 July 2009 
    Number % Number %
Dr Peter Rowley    1,571,820 0.85% 1,571,820 0.85%
Dr Michael Edelman*    9,272,940 5.04% 9,272,940 5.04%
Dr Nigel Pickett*    10,451,931 5.68% 10,451,931 5.68%
Mr Michael Bretherton    227,500 0.12% 227,500 0.12%
Mr Gordon Hall    100,000 0.05% 100,000 0.05%
Mr Anthony Clinch**    57,640 0.03% – –
* Includes the jointly owned EBT shares referred to below.
** Shares are owned by Anthony Clinch who represents the Director St Gabrielle LLP.
Directors’ jointly owned employee benefit trust shares and share options
Directors’ interests in jointly owned employee benefit trust (“EBT”) shares and in share options to acquire ordinary shares 
of 10 pence in the Company as 31 July 2010 were:
     At Granted during At 
   Date granted Exercise price 31 July 2009 the year 31 July 2010
Approved EMI Scheme:
Dr Michael Edelman:   1 Sept 2006 3.52p 2,843,750 – 2,843,750
   27 Nov 2009 78.00p – 29,005 29,005
Dr Nigel Pickett:   1 Sept 2006 3.52p 2,843,750 – 2,843,750
   27 Nov 2009 78.00p – 29,005 29,005
EBT Scheme:
Dr Michael Edelman   1 Sept 2006 3.52p 3,229,162 – 3,229,162
Dr Nigel Pickett   1 Sept 2006 3.52p 530,089 – 530,089
Unapproved scheme:
Dr Michael Edelman   27 Nov 2009 78.00p – 270,995 270,995
Dr Nigel Pickett   27 Nov 2009 78.00p – 183,495 183,495
Exercise of the options held at 31 July 2010, which were granted on 1 September 2006, is conditional on achievement 
of share price performance criteria and either a sale or listing of the Company. All of the relevant conditions have been 
successfully met and the options are capable of being exercised at any time from 1 August 2010 to 31 August 2016.
The options granted on 27 November 2009 were granted under the terms of the Nanoco Group PLC long term incentive 
plan and will be exercisable subject to performance conditions being met, based on share price and EPS targets following 
the publication of the 2012 financial results.
The market price at 31 July 2010 was 88.5 pence per share the highest and lowest price during the year were 
113.25 pence and 66.5 pence respectively.
Details of share options and shares held in the employee benefit trust are set out in note 19 to the financial statements.
On behalf of the Board
Gordon Hall
Chairman of the Remuneration Committee
15 October 2010 24
Corporate Governance Statement
The Directors recognise the importance of sound corporate governance and intend to ensure that, at all times, the 
Company continues to apply policies and procedures which reflect the principles of Good Governance and Code of  
Best Practice as published by the Committee on Corporate Governance (commonly known as “the Combined Code”)  
as are appropriate to the size, nature and stage of development of the Company. The Directors endeavour to comply 
with the QCA Guidelines in such respects as are appropriate for a company of its size, nature and stage of development 
following admission.
The Board
The Board currently comprises three Executive and four Non-Executive Directors.
Audit committee
The audit committee’s primary responsibilities are to monitor the integrity of the financial affairs and statements  
of the Company, to ensure that the financial performance of the Company and any subsidiary of the Company  
is properly measured and reported on, to review reports from the Company’s auditors relating to the accounting  
and internal controls and to make recommendations relating to the appointment of the external auditors.
The audit committee comprises two Non-Executive Directors, Michael Bretherton and Peter Rowley, with Michael  
as Chairman. Michael Bretherton replaced Gordon Hall as from 1 September 2010.
Remuneration committee
The remuneration committee’s primary responsibilities are to review the performance of the Executive Directors of  
the Company and to determine the broad policy and framework for their remuneration and the terms and conditions 
of their service and that of senior management (including the remuneration of and grant of options to such person 
under any share scheme adopted by the Company). The remuneration committee comprises Gordon Hall, who is 
Chairman of the committee, and the Non-Executive Directors. The remuneration of Non-Executive Directors shall  
be a matter for the Chairman and the Executive members of the Board of the Company.
Nominations committee
The Directors do not consider that, given the size of the Board, it is appropriate at this stage to have a nominations 
committee. However, this will be kept under regular review by the Board.
Internal controls
The Board is responsible for maintaining a sound system of internal control. The Board’s measures are designed  
to manage, not eliminate risk, and such a system provides reasonable but not absolute assurance against material 
misstatement or loss.
Some key features of the internal control system are:
(i) Management accounts information, budgets, forecasts and business risk issues are regularly reviewed by the 
Board, who meet at least six times per year;
(ii) The Company has operational, accounting and employment policies in place;
(iii) The Board actively identifies and evaluates the risks inherent in the business and ensures that appropriate  
controls and procedures are in place to manage these risks; and
(iv) There is a clearly defined organisational structure and there are well-established financial reporting and  
control systems.
In addition, the Company has adopted a model code for Directors’ dealings in securities of the Company which is 
appropriate for a company quoted on AIM. The Directors comply with Rule 21 of the AIM Rules relating to Directors’ 
dealings and also take all reasonable steps to ensure compliance by the Group’s “applicable employees” as defined  
in the AIM Rules. 25
Nanoco Group PLC 
Annual Report and Accounts 2010
Corporate Governance
Going concern
The Directors confirm they are satisfied that the Group has 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.
Risk management
Details of the Group’s financial risk management objectives and policies are disclosed in note 24 to the  
financial statements.
The Directors consider that the principal risk facing the Group is the speed at which the Group’s products can  
be developed into final solutions by its partners. The Group’s strategy of working with a number of global partners  
in a wide variety of potential applications mitigates this risk.
The Directors do not consider that the business is, at this time, significantly exposed to credit, interest or currency risk 
and as such these risks are not considered to be material for an assessment of the assets, liabilities financial position 
and results.
The Group seeks to manage liquidity by ensuring funds are available to meet foreseeable needs and to invest cash 
assets safely and profitably. The Group had net cash, cash equivalents and deposit balances of £5.68 million as at  
31 July 2010 (2009: £6.59 million).
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with the 
applicable law and regulations.
UK company law requires the Directors to prepare Group and Company financial statements for each financial year. 
Under that law the Directors are required to prepare Group financial statements in accordance with International 
Financial Reporting Standards, as adopted by the EU (“IFRS”), and have elected to prepare the Company financial 
statements in accordance with IFRS.
The Group financial statements are required by law and IFRS to present fairly the financial position and performance  
of the Group. The Companies Act 2006 provides in relation to such financial statements that references in the relevant 
part of that Act to financial statements giving a true and fair view are references to their achieving a fair presentation.
The Company financial statements are required by law to give a true and fair view of the state of affairs of the Company.
In preparing each of the Group and Company financial statements, the Directors are required to:
a. Select suitable accounting policies and then apply them consistently;
b. Make judgements and estimates that are reasonable and prudent;
c. State whether they have been prepared in accordance with IFRS; and
d. Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the  
Group and the Company will continue in business.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at  
any time the financial position of the Company and to enable them to ensure that the financial statements comply  
with the requirements of the Companies Act 2006 and Article 4 of the IAS Regulation. They are also responsible for 
safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud 
and other irregularities.
The Directors are also responsible for the maintenance and integrity of the company website, www.nanocotechnologies.com.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included  
on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial 
statements may differ from legislation in other jurisdictions. 26
We have audited the financial statements of Nanoco Group PLC for the year ended 31 July 2010 which comprise  
the Group Statement of Comprehensive Income, the Group and Parent Company Statements of Changes in Equity,  
the Group and Parent Company Statements of Financial Position, the Group and Parent Company Cash Flow Statements  
and the related notes 1 to 26. The financial reporting framework that has been applied in their preparation  
is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies 
Act 2006. 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 explained more fully in the Directors’ Responsibilities Statement set out on page 25, the Directors are responsible for 
the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility  
is to audit the financial statements in accordance with applicable law and International Standards on Auditing (UK and 
Ireland). Those standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give 
reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or 
error. This includes an assessment of: whether the accounting policies are appropriate to the company’s circumstances 
and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates 
made by the Directors; and the overall presentation of the financial statements.
Opinion on the financial statements
In our opinion the financial statements:
give a true and fair view of the state of the group and company affairs as at 31 July 2010 and of the group’s loss •	
for the year then ended; 
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and •	
have been prepared in accordance with the requirements of the Companies Act 2006. •	
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ Report for the financial year for which the financial statements 
are prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report  
to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received  •	
from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or •	
certain disclosures of Directors’ remuneration specified by law are not made; or •	
we have not received all the information and explanations we require for our audit. •	
Jan Gregory 
(Senior Statutory Auditor)
For and on behalf of Ernst & Young LLP (Statutory Auditor)
Manchester
15 October 2010
Independent Auditors’ Report
for the year ended 31 July 2010 27
Nanoco Group PLC 
Annual Report and Accounts 2010
Financial Statements
Consolidated Statement of Comprehensive Income
for the year ended 31 July 2010
      2010 2009 
     Notes £000 £000
Revenue     4 2,937 1,994
Cost of sales      (495) (161)
Gross profit      2,442 1,833
Administrative expenses      (3,870) (2,450)
Cost of reverse acquisition     23 – (195)
Operating loss
– before share-based payment and cost of reverse acquisition    (1,262) (545)
– cost of reverse acquisition      – (195)
– share-based payment     19 (166) (72)
     5 (1,428) (812)
Finance income     7 68 57
Finance costs     7 (11) (25)
Loss on ordinary activities before taxation     (1,371) (780)
Tax     8 288 240
 Loss for the year and total comprehensive loss for the year    (1,083) (540)
Loss per share:
Basic loss for the year     9 (0.60)p (0.31)p
Diluted loss for the year     9 (0.56)p (0.31)p
The loss for the year arises from the Group’s continuing operations.
There were no other items of comprehensive income for the year (2009: nil) and therefore the loss for the year is also 
the total comprehensive loss for the year.
The notes on pages 32 to 55 form an integral part of these financial statements. 28
Consolidated Statement of Changes in Equity
for the year ended 31 July 2010
 Attributable to equity holders
    Share-based 
   Issued equity payment Merger Revenue 
   capital reserve reserve reserve Total 
   £000 £000 £000 £000 £000
At 1 August 2008   6,544 95 (1,242) (1,965) 3,432
Loss for the year and total comprehensive loss for the year – – – (540) (540)
Exercise of warrant   108 – – – 108
Share-based payments   – 72 – – 72
Reallocation of reserves on reverse acquisition  6,154 – – – 6,154
Expenses on issue of shares   (455) – – – (455)
At 31 July 2009   12,351 167 (1,242) (2,505) 8,771
Loss for the year and total comprehensive loss for the year – – – (1,083) (1,083)
Share-based payments   – 166 – – 166
At 31 July 2010   12,351 333 (1,242) (3,588) 7,854 29
Nanoco Group PLC 
Annual Report and Accounts 2010
Financial Statements
Company Statement of Changes in Equity
for the year ended 31 July 2010
 Attributable to equity holders
    Share-based Capital 
   Issued equity payment redemption Revenue 
   capital reserve reserve reserve Total 
   £000 £000 £000 £000 £000
At 31 December 2008   27,037 – 4,804 (26,050) 5,791
Profit for the period and total comprehensive  
 profit for the year   – – – 287 287
Treasury shares reclassified to EBT   (20) – – 20 –
Share-based payments   – 167 – – 167
Shares issued on acquisition of Nanoco Tech Limited  
 (see note 18)   63,255 – – – 63,255
Expenses on issue of shares   (455) – – – (455)
At 31 July 2009   89,817 167 4,804 (25,743) 69,045
Profit for the year and total comprehensive  
 profit for the year   – – – 68 68
Share-based payments   – 166 – – 166
At 31 July 2010   89,817 333 4,804 (25,675) 69,279 30
    31 July 2010 31 July 2010 31 July 2009 31 July 2009 
    Group Company Group Company 
   Notes £000 £000 £000 £000
Assets
Non-current assets
Plant and equipment   10 2,803 – 2,127 –
Intangible assets   11 616 – 376 –
Investment in subsidiary   12 – 63,588 – 63,422
    3,419 63,588 2,503 63,422
Current assets
Inventories   13 18 – 17 –
Trade and other receivables   14 584 5,175 378 –
Income tax asset    501 – 135 –
Short term investments and deposits   15 2,000 – – –
Cash and cash equivalents   15 3,682 516 6,589 5,939
    6,785 5,691 7,119 –
Total assets    10,204 69,279 9,622 69,361
Liabilities
Current liabilities
Trade and other payables   16 1,810 – 376 –
Financial liabilities   17 63 – 63 –
    1,873 – 439 –
Non-current liabilities
Financial liabilities   17 348 – 412 316
Deferred tax liability   8 129 – – –
    477 – 412 316
Total liabilities    2,350 – 851 316
Net assets    7,854 69,279 8,771 69,045
Capital and reserves
Issued equity capital   18 12,351 89,817 12,351 89,817
Share-based payment reserve   19 333 333 167 167
Merger reserve   20 (1,242) – (1,242) –
Capital redemption reserve   20 – 4,804 – 4,804
Revenue reserve   21 (3,588) (25,675) (2,505) (25,743)
Total equity    7,854 69,279 8,771 69,045
Approved by the Board and authorised for issue on 15 October 2010.
The notes on pages 32 to 55 form an integral part of these financial statements.
Colin White
Director
15 October 2010
Statement of Financial Position
at 31 July 2010
Registered No: 05067291 31
Nanoco Group PLC 
Annual Report and Accounts 2010
Financial Statements
Cash Flow Statements
for the year ended 31 July 2010
    31 July 2010 31 July 2010 31 July 2009 31 July 2009 
    Group Company Group Company 
   Notes £000 £000 £000 £000
(Loss)/profit before interest and tax    (1,428) 65 (812) 287
Adjustments for:
Depreciation   10 428 – 233 –
Amortisation of intangible assets   11 60 – 39 –
Cost of reverse acquisition   23 – – 195 –
Share-based payment   19 166 – 72 –
Impairment of investment in subsidiary   12 – – – 5,338
Net reversal of provision for non-recovery of loan  
 to subsidiary   12 – – – (5,744)
Changes in working capital:
Increase in inventories    (1) – (8) –
(Increase)/decrease in trade and other receivables   (206) – 162 –
Increase/(decrease) in trade and other payables   913 – (124) 312
Cash inflow/(outflow) from operating activities   (68) 65 (243) 193
Interest paid   7 (11) – (25) –
Research and development tax credit received   51 – 136 –
Net cash inflow/(outflow) from operating activities   (28) 65 (132) 193
Cash flows from investing activities
Purchases of plant and equipment    (615) – (1,242) –
Related grant received   10 32 – 32 –
Net purchases of plant and equipment    (583) – (1,210) –
Purchases of intellectual property   11 (300) – (136) –
Cash advance to/(receipts of repayment  
 of loan from) subsidiary   14, 17 – (5,491) – 6,197
Increase in cash placed on deposit   15 (2,000) – – –
Interest received   7 68 3 57 4
Net cash (outflow)/inflow from investing activities   (2,815) (5,488) (1,289) 6,201
Cash flows from financing activities
Cash acquired on reverse acquisition   23 – – 5,892 –
Proceeds from issues of ordinary share capital   – – 108 –
Expenses on issue of shares   18 – – (455) (455)
Loan repayment    (64) – (63) –
Net cash (outflow)/inflow from financing activities   (64) – 5,482 (455)
(Decrease)/increase in cash and equivalents   (2,907) (5,423) 4,061 5,939
Cash and cash equivalents at the start of the year   6,589 5,939 2,528 –
Cash and cash equivalents    3,682 516 6,589 5,939
Monies placed on deposit    2,000 – – –
 Cash, cash equivalents and deposits at the end of the year 15 5,682 516 6,589 5,939
The notes on pages 32 to 55 form an integral part of these financial statements. 32
Notes to the Financial Statements
for the year ended 31 July 2010
1. Authorisation of financial statements and statement of compliance with IFRSs
The financial statements of Nanoco Group PLC and its subsidiaries (the “Group”) for the year ended 31 July 2010 were 
authorised for issue by the Board of Directors on 15 October 2010 and the Statement of Financial Position was signed 
on the board’s behalf by Mr Colin White.
Nanoco Group PLC (“the Company”) is an AIM listed company incorporated and domiciled in the UK.
The Company’s financial statements have been prepared in accordance with International Financial Reporting 
Standards as adopted by the European Union (“IFRS”) and International Financial Reporting Committee (“IFRIC”) 
interpretations as they apply to the financial statements of the Group for the period ended 31 July 2010.
The principal accounting policies adopted by the Group are set out in note 2.
2. Accounting policies
Basis of preparation
These financial statements have been prepared in accordance with IFRS and IFRIC interpretations as they apply to  
the financial statements of the Group for the year ended 31 July 2010 and applied in accordance with the Companies 
Act 2006.
The accounting policies adopted are consistent with those of the previous financial year except as described below.
The following new and amended IFRS and IFRIC interpretations were mandatory as of 1 January 2009 unless 
otherwise stated.
Amendment to IFRS 2 Share-based Payment: Vesting Conditions and Cancellations •	
IFRS 8 Operating Segments •	
IAS 1 (Revised) Presentation of Financial Statements •	
Amendments to IAS 23 Borrowing Costs •	
IAS 39 and IFRS 7: Reclassification of Financial Assets effective 1 July 2008 •	
Improvements to IFRSs (issued May 2008) •	
For each of the new or amended IFRS and IFRIC interpretations adopted in the period the impact on the financial 
statements or performance of the Group is described below:
Amendment to IFRS 2 Share-based Payment: Vesting Conditions and Cancellations •	
The amendment to IFRS 2 clarifies the definition of vesting conditions and prescribes the treatment for an award  
that is cancelled. This amendment did not have an impact on the financial position or performance of the Group.
IFRS 8 Operating Segments •	
IFRS 8 replaces IAS 14 Segment Reporting. The Group concluded that its operating segments determined in accordance 
with IFRS 8 are the same as the business segments previously identified under IAS 14. IFRS 8 disclosures are shown  
in note 4.
IAS 1 (revised) Presentation of Financial Statements •	
The revised Standard has required the reconciliation of movements in equity, previously disclosed in the notes, to be 
presented as a primary statement entitled “Consolidated Statement of Changes in Equity”. In addition, the Consolidated 
Statement of Recognised Income and Expense has been replaced with the Consolidated Statement of Comprehensive 
Income. The revised standard requires this statement to present all items of recognised income and expense, either  
in one single statement, or in two linked statements. The Group has elected to present one statement.
Amendments to IAS 23 Borrowing Costs •	
The revised IAS 23 requires capitalisation of borrowing costs that are directly attributable to the acquisition, construction 
or production of a qualifying asset. This amendment did not have an impact on the financial position or performance  
of the Group.
Improvements to IFRSs (issued May 2008) •	
In May 2008 the Board issued its first omnibus of amendments to its standards, primarily with a view to removing 
inconsistencies and clarifying wording. There are separate transitional provisions for each amendment. The adoption 
of the amendments resulted in no significant changes to the financial statements or performance of the Group. 33
Nanoco Group PLC 
Annual Report and Accounts 2010
Financial Statements
2. Accounting policies (continued)
The accounting policies which follow set out those policies which apply in preparing the financial statements for the year.
The financial statements are prepared under the historical cost convention, except where otherwise stated.
The Company has elected to take the exemption under section 408 of the Companies Act 2006 not to present the 
parent company’s Income Statement. The parent company’s result for the period ended 31 July 2010 was a profit  
of £68,000 (31 July 2009: profit of £287,000).
The Group financial statements are presented in Sterling and all values are rounded to the nearest thousand pounds 
except where otherwise indicated.
Basis of consolidation
The Group financial statements consolidate the financial statements of Nanoco Group PLC and the entities it controls 
(its subsidiaries) drawn up to 31 July each year.
Reverse acquisition of Evolutec Group PLC in year ending 31 July 2009
On 30 April 2009, Evolutec Group PLC completed the acquisition of Nanoco Tech Limited (formerly Nanoco Tech PLC)  
in a share for share consideration exchange as detailed in note 23, at which time the Company also changed its name 
to Nanoco Group PLC.
The combination was accounted for as a reverse acquisition equity transaction as if Nanoco Tech Limited had issued 
new shares in exchange for Evolutec Group PLC’s cash and other assets.
The following accounting treatment was applied in respect of the transaction and is reflected in the prior year 
comparative figures.
The retained loss and other equity balances recognised in the Group financial statements reflect the consolidated •	
retained loss and other equity balances of Nanoco Tech Limited immediately before the transaction, and the 
consolidated results for the period from 1 August 2008 to the date of the transaction are those of Nanoco Tech 
Limited. However, the equity structure appearing in the Group financial statements reflects the equity structure  
of the legal parent, including the equity instruments issued under the share for share exchange to effect the 
transaction. The effect of using the equity structure of the legal parent gives rise to an adjustment to the Group’s 
issued equity capital (“the reverse acquisition reserve”) see note 18.
The fair value of the shares issued by Nanoco Group PLC has been determined from the perspective of Nanoco •	
Tech Limited on the basis set out in note 23.
The Company’s comparative financial results and related notes are for the legal parent for the period from •	
1 January 2009 to 31 July 2009.
Subsidiaries
Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies, generally 
accompanying a shareholding of more than half of the voting rights. The existence and effects of potential voting rights 
are considered when assessing whether the Group controls the entity. Subsidiaries are fully consolidated from the date 
control passes.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group before 31 July 
2009. The costs of an acquisition are measured as the fair value of the assets given, equity instruments issued and 
liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable 
assets acquired and liabilities and contingent liabilities assumed in a business combination are initially measured at 
fair value at acquisition date irrespective of the extent of any minority interest. The difference between the cost of 
acquisition of shares in subsidiaries and the fair value of the identifiable net assets acquired is capitalised as goodwill 
and reviewed annually for impairment. Any deficiency of the cost of acquisition below the fair value of identifiable  
net assets acquired (i.e. discount on acquisition) is recognised directly in the Income Statement.
All intra-group transactions, balances, and unrealised gains on transactions between Group companies are eliminated  
on consolidation. Subsidiaries’ accounting policies are amended where necessary to ensure consistency with the policies 
adopted by the Group. All financial statements are made up to 31 July 2010. 34
2. Accounting policies (continued)
Foreign currency translation
Items included in the financial statements of each entity are measured using the currency of the primary economic 
environment in which the entity operates (the functional currency). The financial statements are presented in Sterling, 
being the Group’s presentational currency.
Transactions in foreign currencies are initially recorded in the functional currency by applying the spot rate ruling  
at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated  
at the functional currency rate of exchange ruling at the Statement of Financial Position date. All differences are  
taken to the Income Statement.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the 
exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign 
currency are translated using the exchange rates at the date when the fair value was determined.
Segmental reporting
An operating segment is a component of an entity that engages in business activities from which it may earn revenues 
and incur expenses, whose operating results are regularly reviewed by the entity’s chief operating decision maker  
to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete 
financial information is available.
Revenue recognition
Revenue is recognised to the extent that it is probable that economic benefits will flow to the Group and the revenue 
can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable for the  
sale of goods or services, excluding discounts, rebates, VAT and other sales taxes or duties.
The Group’s revenues to date comprise amounts earned under joint development agreements and individual project 
development programmes, material supply and licence agreements, revenue from the sale of quantum dot products 
and grant income recognised.
Revenues from development programmes are recognised as development work is performed during the contractual 
term, as measured by performance milestones. Revenue is not recognised where there is uncertainty regarding the 
achievement of milestones.
Royalties are recognised when goods are supplied by customers under license agreements. Royalties received  
in advance under material supply and licence agreements are recognised as revenue when goods are supplied  
or contractual rights for the customer to recoup such payments have lapsed. 
Grant income is recognised as earned based on contractual conditions, generally as expenses are incurred.
Revenue from the sale of products is recognised at the point of transfer of risks and rewards of ownership which  
is generally on shipment of product.
Interest income
Interest income is recognised as interest accrues using the effective interest rate method.
Research and development
Research costs are charged against the Income Statement as they are incurred. Certain development costs will be capitalised 
as intangible assets when it is probable that future economic benefits will flow to the Company. Such intangible assets 
will be amortised on a straight-line basis from the point at which the assets are ready for use over the period of the expected 
benefit, and are reviewed for impairment at each Statement of Financial Position date. Other development costs are 
charged against income as incurred since the criteria for their recognition as an asset are not met.
The criteria for recognising expenditure as an asset are:
it is technically feasible to complete the product; •	
management intends to complete the product and use or sell it; •	
there is an ability to use or sell the product; •	
it can be demonstrated how the product will generate probable future economic benefits; •	
adequate technical, financial and other resources are available to complete the development, use and sale of the •	
product; and
expenditure attributable to the product can be reliably measured. •	
Notes to the Financial Statements
for the year ended 31 July 2010 (continued) 35
Nanoco Group PLC 
Annual Report and Accounts 2010
Financial Statements
2. Accounting policies (continued)
The costs of an internally generated intangible asset comprise all directly attributable costs necessary to create, produce  
and prepare the asset to be capable of operating in the manner intended by management. Directly attributable costs 
include employee costs incurred on technical development, testing and certification, materials consumed and any 
relevant third party cost. The costs of internally generated developments are recognised as intangible assets and are 
subsequently measured in the same way as externally acquired intangible assets. However, until completion of the 
development project, the assets are subject to impairment testing only.
Careful judgement by the Directors is applied when deciding whether the recognition requirements for development 
costs have been met. This is necessary as the economic success of any product development is uncertain and may  
be subject to future technical problems at the time of recognition. Judgements are based on the information available  
at each Statement of Financial Position date which includes the progress with testing and certification and progress on, 
for example, establishment of commercial arrangements with third parties. In addition, all internal activities related  
to research and development of new products are continuously monitored by the Directors.
No development costs to date have been capitalised as intangible assets.
Leases
Rentals payable under operating leases, which are leases where the lessor retains a significant proportion of the risks 
and rewards of the underlying asset, are charged in the Income Statement on a straight-line basis over the expected 
lease term.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event 
and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation 
and a reliable estimate can be made of the amount of the obligation.
The expense relating to any provision is presented in the Income Statement, net of any expected reimbursement,  
but only where recoverability of such reimbursement is virtually certain.
Provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risk specific to the liability. 
Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Financial assets and liabilities
Financial assets and liabilities are recognised when the Group becomes party to the contracts that give rise to them  
and are classified as financial assets at fair value through the Income Statement. The Group determines the classification 
of its financial assets and liabilities at initial recognition and re-evaluates this designation at each financial year end.
At the year end, the Group had no financial assets or liabilities designated as at fair value through the Income 
Statement (2009: nil).
Derecognition of financial assets and liabilities
A financial asset or liability is generally derecognised when the contract that gives rise to it is settled, sold, cancelled,  
or expires.
Taxation
Current income tax •	
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be 
recovered from or paid to the tax authorities. The tax rates and tax laws used to compute the amount are those that 
are enacted or substantively enacted by the Statement of Financial Position date.
Deferred income tax •	
Deferred income tax is recognised on all temporary differences arising between the tax bases of assets and liabilities 
and their carrying amounts in the financial statements with the following exceptions:
•	 w h e r e	t h e	t e m p o r a r y	d i f f e r e n c e	a r i s e s	f r o m	t h e	i n i t i a l	r e c o g n i t i o n	o f	g o o d w i ll	o r	o f	a n	a s s e t	o r	li a b i li t y	i n	a	
transaction that is not a business combination, that at the time of the transaction affects neither accounting 
nor taxable profit nor loss; and
•	 i n	r e s p e c t	o f	t a x a b l e	t e m p o r a r y	d i f f e r e n c e s	a s s o c i a t e d	w i t h	i n v e s t m e n t s	i n	s u b s i d i a r i e s	w h e r e	t h e	t i m i n g	o f	
the reversal of the temporary differences can be controlled and it is probable that the temporary differences 
will not reverse in the foreseeable future. 36
2. Accounting policies (continued)
Deferred income tax assets and liabilities are measured on an undiscounted basis using the tax rates and tax laws that 
have been enacted or substantially enacted by the Statement of Financial Position date and which are expected to apply 
when the related deferred tax asset is realised or the deferred tax liability is settled. 
Deferred income tax assets are recognised to the extent that it is probable that future taxable profits will be available 
against which differences can be utilised. An asset is not recognised to the extent that the transfer or economic 
benefits in the future is uncertain.
Investments in subsidiaries
Investments in subsidiaries are stated in the Company Statement of Financial Position at cost less provision for  
any impairment.
Plant and equipment
Plant and equipment is recognised initially at cost. After initial recognition, these assets are carried at cost less any 
accumulated depreciation and any accumulated impairment losses. Cost comprises the aggregate amount paid and 
the fair value of any other consideration given to acquire the asset and includes cost directly attributable to making  
the asset capable of operating as intended.
Depreciation is computed by allocating the depreciable amount of an asset on a systematic basis over its useful life 
and is applied separately to each identifiable component.
The following bases and rates are used to depreciate classes of assets:
Laboratory infrastructure – straight line over ten years
Plant and machinery, fixtures and fittings – straight line over five years
Office equipment – straight line over three years
The carrying values of plant and equipment are reviewed for impairment if events or changes in circumstances indicate 
the carrying value may not be recoverable, and are written down immediately to their recoverable amount. Useful lives 
and residual values are reviewed annually and where adjustments are required these are made prospectively.
An item of plant and equipment is derecognised on disposal or when no future economic benefits are expected to arise 
from the continued use of the asset. Any gain or loss arising on the derecognition of the asset is included in the Income 
Statement in the period of derecognition.
Intangible assets
Intangible assets acquired either as part of a business combination or from contractual or other legal rights are 
recognised separately from goodwill provided they are separable and their fair value can be measured reliably.  
This includes the costs associated with registering patents in respect of intellectual property rights.
Where intangible assets recognised have finite lives, after initial recognition their carrying value is amortised on a straight 
line basis over those lives. The nature of those intangibles recognised and their estimated useful lives are as follows:
Patents – straight line over ten years
Impairment of assets
At each reporting date the Group reviews the carrying value of its plant, equipment and intangible assets to determine 
whether there is an indication that these assets have suffered an impairment loss. If any such indication exists,  
or when annual impairment testing for an asset is required, the company makes an assessment of the asset’s 
recoverable amount.
An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs to sell and its  
value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely 
independent of those from other assets or groups of assets. Where the carrying value of an asset exceeds its recoverable 
amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use,  
the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current 
market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs  
to sell, an appropriate valuation model is used, these calculations being corroborated by valuation multiples, or other 
available fair value indicators. Impairment losses on continuing operations are recognised in the Income Statement  
in those expense categories consistent with the function of the impaired assets.
Notes to the Financial Statements
for the year ended 31 July 2010 (continued) 37
Nanoco Group PLC 
Annual Report and Accounts 2010
Financial Statements
2. Accounting policies (continued)
An assessment is made at each reporting date as to whether there is any indication that previously recognised 
impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is 
estimated. A previously recognised impairment loss is reversed only if there has been a change in the assumptions 
used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case 
the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the 
carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised  
for the asset in prior years. Such reversal is recognised in the Income Statement unless the asset is carried at revalued 
amount, in which case the reversal is treated as a valuation increase. After such a reversal the depreciation charge  
is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic 
basis over its remaining useful life.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost includes all costs incurred in bringing each 
product to its present location and condition. Net realisable value is based on estimated selling price less any further 
costs expected to be incurred to disposal. Provision is made for slow-moving or obsolete items.
Trade and other receivables
Trade receivables, which generally have 30 to 60 day terms, are recognised and carried at the lower of their original 
invoiced value and recoverable amount. The time value of money is not material.
Provision is made when there is objective evidence that the Group will not be able to recover balances in full. Significant 
financial difficulties faced by the customer, probability that the customer will enter bankruptcy or financial reorganisation 
and default in payments are considered indicators that the trade receivable is impaired. The amount of the provision is 
the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted  
at the original effective interest rate. The carrying value of the asset is reduced through the use of an allowance account, 
and the amount of the loss is recognised in the Income Statement within administrative expenses.
When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables.
Government grants
Government grants are recognised when it is reasonable to expect that the grants will be received and that all related 
conditions are met, usually on submission of a valid claim for payment.
Government grants of a revenue nature are deferred and recognised in the Income Statement in line with the terms  
of the underlying grant agreement.
Government grants relating to capital expenditure are deducted in arriving at the carrying amount of the asset.
Cash and cash equivalents
Cash and cash equivalents comprise cash at hand and deposits with an original term not greater than three months.
Trade and other payables
Trade and other payables are not interest bearing and are initially recognised at fair value. They are subsequently 
measured at amortised cost using the effective interest rate method.
Borrowings
Borrowings are recognised when the Group becomes party to the related contracts and are measured initially  
at fair value, net of directly attributable transaction costs incurred. After initial recognition, borrowings are stated  
at amortised cost.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement  
of the liability for at least twelve months after the Statement of Financial Position date. 38
2. Accounting policies (continued)
Share capital
Proceeds on issue of shares are included in shareholder’s equity, net of transaction costs. The carrying amount is not 
remeasured in subsequent years.
Shares held by Employee Benefit Trust
The Employee Benefit Trust is consolidated in the financial statements and the shares reported as treasury shares in 
the Group’s statement of financial position. Shares are treated as though they had been cancelled when calculating 
earnings per share until such time that the shares are exercised.
The Employee Benefit Trust is treated as a separate legal entity in the separate financial statements of the parent company. 
Share-based payments
The Company undertakes equity-settled share-based payment transactions with certain employees.
Equity settled share-based payment transactions are measured with reference to the fair value at the date of grant, 
recognised on a straight line basis over the vesting period, based on the company’s estimate of shares that will eventually 
vest. Fair value is measured using the Black-Scholes model in the case of valuation of options with non-market-based 
conditions and a Binomial model in the case of valuation of options with market-based conditions. Where options include 
a range of target share prices a Monte Carlo simulation model has been used.
At each Statement of Financial Position date before vesting, the cumulative expense is calculated, representing  
the extent to which the vesting period has expired and management’s best estimate of the achievement or otherwise 
of non-market conditions and the number of equity instruments that will ultimately vest. The movement in cumulative 
expense since the previous Statement of Financial Position date is recognised in the Income Statement, with a 
corresponding entry in equity.
Where the terms of an equity-settled award are modified or a new award is designated as replacing a cancelled or 
settled award, the cost based on the original award terms continues to be recognised over the original vesting period.  
In addition, an expense is recognised over the remainder of the new vesting period for the incremental fair value of any 
modification, based on the difference between the fair value of the original award and the fair value of the modified 
award, both as measured on the date of the modification. No reduction is recognised if this difference is negative.
Where awards are granted to the employees of the subsidiary company, the fair value of the awards at grant date  
is recorded in the Company’s financial statements as an increase in the value of the investment with a corresponding 
increase in equity as “share-based payment reserve”.
Accounting standards and interpretations not applied
At the date of authorisation of these financial statements, the following Standards and Interpretations relevant  
to the operations of the Group that have not been applied in these financial statements were in issue but not yet 
effective or endorsed (unless otherwise stated).
The effective dates stated here are those given in the original IASB standards and interpretations. As the Group prepares 
its financial statements in accordance with IFRS, the application of new standards and interpretations will be subject to 
their having been endorsed for use in the EU via the EU endorsement mechanism. In the majority of cases this will result 
in an effective date consistent with that given in the original standard or interpretation but the need for endorsement 
restricts the Group’s discretion to early adopt standards.
Notes to the Financial Statements
for the year ended 31 July 2010 (continued) 39
Nanoco Group PLC 
Annual Report and Accounts 2010
Financial Statements
2. Accounting policies (continued)
The following standards and interpretations have an effective date after the date of these financial statements:
       Effective date
IFRS 1 First-time Adoption of International Financial Reporting Standards – 
  Additional Exemptions for First-time Adopters (Amendments) 1 January 2010
IFRS 1 First-time Adoption of International Financial Reporting Standards – 
  Limited Exemption from Comparative IFRS 7 Disclosures for First-time Adopters 1 July 2010
IFRS 2 Group Cash-settled Share-based Payment Transactions 1 January 2010
IFRS 9 Financial Instruments: Classification & Measurement 1 January 2013
IAS 24 Related Party Disclosures (Revised) 1 January 2011
IAS 27 Consolidated and Separate Financial Statements (revised January 2008) 1 July 2009
IAS 32 Financial Instruments: Presentation – Classification of Rights Issues 1 February 2010
IFRIC 14 Prepayments of an Immediate Funding Requirement (Amendment) 1 January 2011
IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments 1 July 2010
The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no 
material impact on the financial statements of the Group.
3. Judgements and key sources of estimation uncertainty
The preparation of financial statements requires management to make estimates and assumptions that affect the 
amounts reported for assets and liabilities as at the Statement of Financial Position date and the amounts reported  
for revenues and expenses during the year. The nature of estimation means that actual amounts could differ from 
those estimates. Estimates and assumptions used in the preparation of the financial statements are continually 
reviewed and revised as necessary. While every effort is made to ensure that such estimates and assumptions are 
reasonable, by their nature they are uncertain and, as such, changes in estimates and assumptions may have  
a material impact on the financial statements.
The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the carrying 
amount of assets and liabilities within the next financial year are discussed below.
Fair value of shares issued in reverse acquisition of Evolutec Group PLC
As described in note 23, the shares that were deemed to have been issued as consideration for the assets of Evolutec 
Group PLC have been recorded at the Directors’ estimate of fair value at 30 April 2009. In estimating fair value, the 
Directors concluded that the quoted market price of the Evolutec Group PLC shares at 30 April 2009 was not a reliable 
basis of measurement due to limited liquidity in the market for such shares. The Directors have based their estimate  
of fair value on forecast financial information, supported by the terms on which the reverse acquisition was agreed 
with Evolutec Group PLC and approved by the Nanoco Tech shareholders.
Equity-settled share-based payments
The estimation of share-based payment costs requires: the selection of an appropriate valuation method; consideration  
as to the inputs necessary for the valuation model chosen; and the estimation of the number of awards that will 
ultimately vest. Inputs required for this arise from judgements relating to the future volatility of the share price  
of comparable companies, the Company’s expected dividend yields, risk free interest rates and expected lives  
of the options. The Directors draw on a variety of sources to aid in the determination of the appropriate data  
to use in such calculations. 
Taxation
Management judgement is required to determine the amount of deferred tax assets that can be recognised, based 
upon the likely timing and level of future taxable profits together with an assessment of the effect of future tax 
planning strategies. The carrying value of the deferred tax losses at 31 July 2010 was £343,000 (2009: £270,000).  
The value of deferred tax asset not recognised at the year end is nil, as measured at a standard tax rate of 27%. 40
4. Segmental information
Operating segments
At 31 July 2010 the Group operated as one segment, being the provision of high performance nano particles for research 
and development purposes. This is the level at which operating results are reviewed by the chief operating decision maker 
(i.e. the CEO) to make decisions about resources, and for which financial information is available. All revenues have been 
generated from continuing operations and are from external customers.
      31 July 2010 31 July 2009 
      £000 £000
Analysis of revenue
Products sold      82 114
Rendering of services      1,220 372
Royalties and licences      1,586 1,340
Grant income      49 168
      2,937 1,994
Included within rendering of services and royalties and licences is revenue from two material customers amounting  
to £839,000 and £1,586,000 respectively.
Geographical information
The Group operates in four main geographic areas, although all are managed in the UK. The Group’s revenue per 
geographical segment is as follows:
      31 July 2010 31 July 2009 
      £000 £000
Revenue
UK      49 170
Europe (excluding UK)      117 63
Asia      2,754 1,697
USA      17 64
      2,937 1,994
All the Group’s assets are held in the UK and all of its capital expenditure arises in the UK.
Notes to the Financial Statements
for the year ended 31 July 2010 (continued) 41
Nanoco Group PLC 
Annual Report and Accounts 2010
Financial Statements
5. Operating loss
       31 July 2009 
      31 July 2010 restated 
The Group      £000 £000
Operating loss is stated after charging/(crediting):
Depreciation on plant and equipment (see note 10)     428 233
Amortisation of intangible assets (see note 11)     60 39
Cost of reverse acquisition (see note 23)      – 195
Staff costs (see note 6)      2,093 1,414
Foreign exchange losses/(gains)      44 (4)
Grants receivable      (48) (168)
Research and development expense*      1,850 1,259
Cost of inventories recognised as an expense (included in cost of sales)   148 11
Operating lease rentals (see note 22):
Land and buildings      140 122
Auditor’s remuneration:
Audit services
– Fees payable to company auditor for the audit of the parent and the consolidated accounts 10 11
Fees payable to company auditor for other services
– Auditing the accounts of subsidiaries pursuant to legislation    13 14
– Other services**      27 28
Total auditor’s remuneration      50 53
*  Included within research and development expense are staff costs totalling £1,429,000 (2009: £1,114,000).
** In the year to 31 July 2009 additional fees of £65,000 were payable to the company auditors in relation to their services in respect of the Company’s 
re-admission to AIM. These fees were treated as part of the cost of acquisition and were charged to the Statement of Financial Position.
6. Staff costs
The average number of employees during the year (including Directors) was as follows:
      31 July 2010 31 July 2009 
The Group      Number Number
Directors      5 3
Laboratory and administrative staff      34 24
      39 27
       31 July 2009 
      31 July 2010 restated 
      £000 £000
Wages and salaries      1,775 1,224
Social security costs      152 118
Share-based payments      166 72
      2,093 1,414
Directors’ remuneration included in the aggregate remuneration above comprised:
Emoluments for qualifying services      287 370
Directors’ emoluments, (excluding social security costs), disclosed above include £129,000 paid to the highest paid 
Director (2009: £192,000). 42
7. Finance income/(cost)
      31 July 2010 31 July 2009 
The Group      £000 £000
Finance income:
Bank interest receivable      68 57
Finance cost:
Loan interest payable      (11) (25)
      57 32
8. Taxation
The tax credit is made up as follows:
      31 July 2010 31 July 2009 
The Group      £000 £000
Current income tax:
UK corporation tax losses in the year      – –
Research and development income tax credit receivable    (433) (254)
Prior year adjustment      16 14
Total current income tax       (417) (240)
Deferred tax:
Origination and reversal of temporary differences     129 –
Total deferred tax       129 –
Total tax credit in the income statement      (288) (240)
Factors affecting tax charge for the year:
      31 July 2010 31 July 2009 
The Group      £000 £000
The tax assessed for the year varies from the standard rate of corporation tax  
 as explained below:
Loss on ordinary activities before taxation     (1,371) (780)
Tax at standard rate of 28% (2009: 28%)      (384) (218)
Effects of:
Expenses not deductible for tax purposes     48 75
Capital allowances in excess of depreciation     (133) (47)
Additional reduction for research and development expenditure    (379) (190)
Surrender of research and development relief for repayable tax credit   867 380
Research and development tax credit receivable     (433) (254)
Deferred tax provided at 27%      129 –
Utilisation of brought forward losses      (19) –
Prior year adjustment      16 14
Tax credit in income statement      (288) (240)
The Group has accumulated losses available to carry forward against future trading profits. The estimated value of the 
deferred tax asset, measured at a standard rate of 27% (2009: 28%) is £343,000 (2009: £270,000). 
The Group also has accelerated capital allowances for which the tax, measured at a standard rate of 27% (2009: 28%) 
is £472,000 (2009: £258,000). The excess of accelerated capital allowances over accumulated losses has been provided 
for as a deferred tax liability.
Notes to the Financial Statements
for the year ended 31 July 2010 (continued) 43
Nanoco Group PLC 
Annual Report and Accounts 2010
Financial Statements
9. Earnings per share
    31 July 2010 31 July 2009 
The Group    £000 £000
Loss for the financial year attributable to equity shareholders (1,083) (540)
Share-based payments 166 72
Cost of reverse acquisition – 195
Loss for the financial year before share-based payments (917) (273)
Weighted average number of shares:
Ordinary shares in issue    180,397,031 171,646,252
Issuable on vesting of share options    13,489,244 4,370,927
Diluted weighted average number of shares    193,886,275  176,017,179
Adjusted earnings per share before share-based payments  
 and cost of reverse acquisition in 2009 (pence)   (0.51) (0.16)
Basic earnings per share (pence)    (0.60) (0.31)
Diluted earnings per share (pence)    (0.56) (0.31)
Weighted average number of shares in issue exclude those held by the Employee Benefit Trust.
The weighted average number of shares for the year ended 31 July 2009 is based on the number of shares issued by 
Nanoco Group PLC to acquire Nanoco Tech Limited for the period up to acquisition (adjusted for the impact of shares issued 
by Nanoco Tech Limited in the year) and the weighted average number of shares in issue for the period since the acquisition.
Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares in issue during the period 
to assume conversion of the weighted average of all share options so as to derive the dilutive potential ordinary shares.
10. Fixed assets
     Offi ce 
     equipment,  
    Laboratory fixtures Plant and  
    infrastructure and fittings machinery Total 
The Group    £000 £000 £000 £000
Cost:
At 1 August 2008    855 200 316 1,371
Additions    837 65 340 1,242
Grant received    (32) – – (32)
Reclassification    – (106) 106 –
At 31 July 2009    1,660 159 762 2,581
Additions    24 30 1,082 1,136
Grant received    (32) – – (32)
At 31 July 2010    1,652 189 1,844 3,685
Depreciation:
At 1 August 2008    120 41 60 221
Provided during the year    94 68 71 233
Reclassification    – (41) 41 –
At 31 July 2009    214 68 172 454
Provided during the year    185 47 196 428
At 31 July 2010    399 115 368 882
Net book value:
At 31 July 2010    1,253 74 1,476 2,803
At 31 July 2009    1,446 91 590 2,127 44
10. Fixed assets (continued)
Fixed asset additions for the year ended 31 July 2010 include £521,000 of equipment that was in the process  
of construction at 31 July 2010 and was paid for after the year end.
11. Intangible assets
       Patents 
The Group       £000
Cost:
At 1 August 2008       323
Additions       136
At 31 July 2009       459
Additions       300
At 31 July 2010       759
Amortisation:
At 1 August 2008       44
Provided during the year       39
At 31 July 2009       83
Provided during the year       60
At 31 July 2010       143
Net book value:
At 31 July 2010       616
At 31 July 2009       376
12. Investment in subsidiaries
    Shares Loans Loan provision Total 
The Company    £000 £000 £000 £000
At 31 December 2008    5,338 26,483 (26,030) 5,791
Increase in respect of share-based payments   – 167 – 167
Impairment    (5,338) – – (5,338)
Repayment of loan    – (6,197) 6,197 –
Increase in loan provision    – – (453) (453)
Acquisition of subsidiary    63,255 – – 63,255
At 31 July 2009    63,255 20,453 (20,286) 63,422
Increase in respect of share-based payments   – 166 – 166
At 31 July 2010    63,255 20,619 (20,286) 63,588
On 30 April 2009 the Company acquired 100 per cent of the issued share capital of Nanoco Tech Limited for a consideration 
satisfied by the issue of 158,138,036 ordinary shares of 10p each credited as fully paid at 40p each, being the quoted 
market price of the Company’s shares on completion of the acquisition and re-admission to AIM (see note 23).
The impairment of the investment in shares in 2009 relates to the Company’s investment in Nanoco Life Sciences 
Limited (formerly Evolutec Life Sciences Limited). The Directors have concluded that the investment’s recoverable 
amount was nil.
Notes to the Financial Statements
for the year ended 31 July 2010 (continued) 45
Nanoco Group PLC 
Annual Report and Accounts 2010
Financial Statements
12. Investment in subsidiaries (continued)
Loans to subsidiary undertakings carry no interest and are repayable on demand. Further information in relation  
to these loans is given in note 25.
    Share of issued  
    ordinary share capital
Subsidiary undertakings Country of incorporation Principal activity 31 July 2010 31 July 2009
Nanoco Life Sciences Limited  
 (formerly Evolutec Limited) England and Wales Research and development 100% 100%
Nanoco Tech Limited England and Wales Holding company 100% 100%
Nanoco Technologies Limited* England and Wales Research and develop nano particles 100% 100%
* Share capital is owned by Nanoco Tech Limited. All other shareholdings are owned by Nanoco Group PLC.
13. Inventories
       31 December 
    31 July 2010 31 July 2010 31 July 2009 2009 
    Group Company Group Company 
    £000 £000 £000 £000
Raw materials and consumables    18 – 17 –
14. Trade and other receivables
       31 December  
    31 July 2010 31 July 2010 31 July 2009 2009 
    Group Company Group Company 
    £000 £000 £000 £000
Trade receivables    334 – 101 –
Less: provision for doubtful debts    – – – –
Net trade receivables    334 – 101 –
Prepayments    156 – 118 –
Inter-company loan to subsidiary    – 5,175 – –
Other receivables    94 – 159 –
    584 5,175 378 –
The Directors consider that the carrying amount of trade and other receivables approximates to their fair value.
Trade receivables are denominated in the following currencies:
       31 December  
    31 July 2010 31 July 2010 31 July 2009 2009 
    Group Company Group Company 
    £000 £000 £000 £000
Sterling    – – 84 –
US Dollars    334 – 17 –
    334 – 101 –
At 31 July the analysis of trade receivables that were past due but not impaired was as follows:
     Neither  Past due but 
     past due or  not impaired 
    Total impaired <30 days 30 to 60 days 
    £000 £000 £000 £000
2010    334 334 – –
2009    101 101 – – 46
14. Trade and other receivables (continued)
Movements in the provision for doubtful debts were as follows:
       31 December  
    31 July 2010 31 July 2010 31 July 2009 2009 
    Group Company Group Company 
    £000 £000 £000 £000
At beginning of year    – – 5 –
Amounts written off    – – – –
Unused amounts reversed    – – (5) –
At end of year    – – – –
15. Cash, cash equivalents and deposits
       31 December  
    31 July 2010 31 July 2010 31 July 2009 2009 
    Group Company Group Company 
    £000 £000 £000 £000
Short-term investments    2,000 – – –
Cash and cash equivalents    3,682 516 6,589 5,939
    5,682 516 6,589 5,939
Under IFRS 7, cash held on long term deposits that cannot readily be converted into cash has been classified as a short 
term investment. The maturity on this investment was twelve months from the date of investment.
Cash and cash equivalents at 31 July 2010 include deposits with original maturity of three months or less of £2,502,000 
(2009: £6,385,000).
 
An analysis of cash, cash equivalents and deposits by denominated currency is given in note 24.
16. Trade and other payables
       31 December  
    31 July 2010 31 July 2010 31 July 2009 2009 
    Group Company Group Company 
    £000 £000 £000 £000
Trade payables    933 – 144 –
Other payables    584 – 72 –
Accruals    293 – 160 –
    1,810 – 376 –
Other payables includes £539,000 of deferred revenue.
The Directors consider that the carrying amount of trade and other payables approximates to their fair value.
Trade payables include £521,000 of equipment additions that were still in the process of construction at 31 July 2010 
and for which payment was made after the year end.
Notes to the Financial Statements
for the year ended 31 July 2010 (continued) 47
Nanoco Group PLC 
Annual Report and Accounts 2010
Financial Statements
17. Financial liabilities
       31 December  
    31 July 2010 31 July 2010 31 July 2009 2009 
    Group Company Group Company 
    £000 £000 £000 £000
Non-current
Other loan    348 – 412 –
Loan from subsidiary    – – – 316
Current
Other loan    63 – 63 –
    411 – 475 316
The Directors consider that the carrying amount of financial liabilities approximates to their fair value. Loans from 
subsidiaries bear no interest and have no formal terms of repayment in place (see note 25 for further details).
The other loan is unsecured, bears interest at 2 per cent above base rate and is repayable in quarterly instalments.
18. Issued equity capital
      Reverse 
      acquisition 
    Share capital Share premium reserve Total 
The Group   Number £000 £000 £000 £000
Authorised ordinary shares of 10p:
As at 1 August 2008   77,000,000 7,700 – – 7,700
Increase in authorised share capital   173,000,000 17,300 – – 17,300
At 31 July 2010 and 31 July 2009   250,000,000 25,000 – – 25,000
Allotted, issued and fully paid ordinary shares  
 of 10p:
As at 1 August 2008   25,949,996 2,595 24,442 – 27,037
Share premium on treasury shares reclassified  
 to EBT (see note 21)   – – (20) – (20)
Shares issued to acquire Nanoco Tech Limited  
 (see note 12)   158,138,036 15,814 47,441 – 63,255
Arising on reverse acquisition of Nanoco  
 Tech Limited   – – – (77,466) (77,466)
Expenses of issue of shares   – – (455) – (455)
Other movement   68,250 7 (8) 1 –
As at 31 July 2009   184,156,282 18,416 71,400 (77,465) 12,351
As at 31 July 2010   184,156,282 18,416 71,400 (77,465) 12,351
The balances classified as share capital and share premium include the total net proceeds (nominal value and share 
premium respectively) on issue of the Company’s equity share capital, comprising 10 pence ordinary shares.
As outlined in note 2, the retained loss and other equity balances recognised in the Group financial statements reflect  
the consolidated retained loss and other equity balances of Nanoco Tech Limited immediately before the business 
combination. The consolidated results for the period from 1 August 2008 to the date of the acquisition by Nanoco Group 
PLC are those of Nanoco Tech Limited. However, the equity structure appearing in the Group financial statements reflects 
the equity structure of the legal parent, including the equity instruments issued under the share for share exchange  
to effect the transaction. The effect of using the equity structure of the legal parent gives rise to an adjustment to the 
Group’s issued equity capital in the form of a reverse acquisition reserve.
On 30 April 2009 the authorised share capital was increased from £7,700,000 to £25,000,000 by the creation  
of 173,000,000 ordinary shares of 10p each. On 30 April 2009 the Company issued 158,138,036 ordinary shares  
of 10p each as consideration for the acquisition of Nanoco Tech Limited. 48
18. Issued equity capital (continued)
     Share capital Share premium Total 
The Company    Number £000 £000 £000
Authorised ordinary shares of 10p:
As at 1 August 2008    77,000,000 7,700 – 7,700
Increase in authorised share capital    173,000,000 17,300 – 17,300
At 31 July 2010 and 31 July 2009    250,000,000 25,000 – 25,000
Allotted, issued and fully paid ordinary shares of 10p:
As at 1 August 2008    25,949,996 2,595 24,442 27,037
Share premium on treasury shares reclassified to EBT  
 (see note 21)    – – (20) (20)
Shares issued to acquire Nanoco Tech Limited (see note 12)  158,138,036 15,814 47,441 63,255
Expenses of issue of shares    – – (455) (455)
Other movement    68,250 7 (7) –
As of 31 July 2009    184,156,282 18,416 71,401 89,817
As at 31 July 2010    184,156,282 18,416 71,401 89,817
19. Share-based payments
The share-based payment reserve accumulates the corresponding credit entry in respect of share-based payment 
charges. Movements in the reserve are disclosed in the Statements of Changes in Equity.
A charge of £166,000 has been recognised in the Income Statement for the year (2009: £72,000).
Share option schemes
The Group operates the following share option schemes all of which are operated as Enterprise Management Incentive 
(“EMI”) schemes in so far as the share options being issued meet the EMI criteria as defined by HM Revenue & Customs. 
Share options issued that do not meet EMI criteria are issued as unapproved share options, but are subject to the same 
exercise performance conditions.
Nanoco Tech Share Incentive Plan •	
Share options issued under the Nanoco Tech Share Incentive Plan had been issued to staff who were employed by 
Nanoco Tech Limited in the period from 1 September 2006 up to the date of the reverse take-over on 1 May 2009. 
These options were conditional on achievement of share price performance criteria and either a sale or listing of the 
Company. All of the relevant vesting conditions have been successfully met and options are capable of being exercised, 
following a lock in period, at any time from 1 August 2010 to 31 August 2016. Following the reverse take-over the 
number of share options in issue were increased in line with the terms of the reverse acquisition by a factor of 4.55 
times and the exercise price decreased by 4.55 times. This was reflected as a reverse acquisition adjustment in the 
2009 accounts. The fair value benefit is measured using a Black-Scholes valuation model, taking into account the  
terms and conditions upon which the share options were issued. 
Nanoco Group PLC Long Term Incentive Plan (“LTIP”) •	
Share options were granted to management and staff on 27 November 2009 under the terms of the Nanoco Group PLC 
long term incentive plan and will be exercisable subject to performance conditions being met based on: share price 
following publication of the 2012 results and EPS targets relating to the financial year ended 31 July 2012. The exercise 
price was set at 40 pence for all staff apart from Michael Edelman and Nigel Pickett, for whom the exercise price was 
set at 78 pence. The average market price of the company’s shares on the date of issue of the LTIP award was 69 
pence. The fair value benefit is measured using a Monte Carlo model, taking into account the terms and conditions 
upon which the share options were issued.
Notes to the Financial Statements
for the year ended 31 July 2010 (continued) 49
Nanoco Group PLC 
Annual Report and Accounts 2010
Financial Statements
19. Share-based payments (continued)
The key performance target criteria governing the exercise of the share options are summarised as follows:
 Performance Targets % shares vesting
% of award conditions  Minimum Stretch Minimum Stretch Notes
50% EPS  2 pence 4 pence< 0% 100% (1)
50% Share price  £1.20 £1.60 50% 100% (2)
(1) To the extent that EPS is greater than the EPS minimum threshold but less than the EPS stretch award, the number  
of options that will become exercisable will be calculated pro-rata on a straight line basis.
(2) To the extent that the share price is greater than the minimum target but less than the stretch target, the number  
of options that will become exercisable will be calculated pro-rata on a straight line basis.
Nanoco Group Share Incentive Plan •	
Share options are awarded to management and key staff on joining the Company, as a mechanism for attracting  
and retaining key members of staff. The options are issued at either market price on the day of joining, or in the event  
of abnormal price movements on the day of joining, at an average market price for the week preceding start date. These 
options are exercisable any time after the third anniversary of the award and prior to the tenth anniversary of the award. 
Exercise of the award is subject to the employee remaining a full-time member of staff at the point of exercise. The fair 
value benefit is measured using a Binomial valuation model, taking into account the terms and conditions upon which 
the share options were issued.
Shares held in the Employee Benefit Trust (“EBT”)
The Group also operates a jointly owned EBT share scheme for senior management under which the trustee of the  
Group sponsored EBT has acquired shares in the Company jointly with a number of employees. The shares were acquired 
pursuant to certain conditions set out in Jointly Owned Agreements (“JOEs”). Subject to meeting the performance criteria 
conditions set out in the JOEs the employees are able to exercise an option to acquire the trustee’s interests in the jointly 
owned EBT shares at the option price. All of the relevant conditions have been successfully met in respect of options held 
within the EBT, and options are capable of being exercised, following a lock in period, at any time from 1 August 2010 to  
31 August 2016. Following the reverse take-over the number of share options in issue were increased in line with the terms 
of the reverse acquisition by a factor of 4.55 times and the exercise price decreased by 4.55 times. This was reflected as  
a reverse acquisition adjustment in the 2009 accounts. The fair value benefit is measured using a Black-Scholes valuation 
model, taking into account the terms and conditions upon which the jointly owned shares were purchased.
The following tables illustrate the number and weighted average exercise prices of, and movements in, share options 
and jointly owned EBT shares during the year.
 2010 
2009
   EMI EBT Unapproved Total Total 
The Group and Company   number number number number number
Outstanding at 1 August   8,044,400 3,759,251 386,750 12,190,401 2,521,209
Granted during the year   1,771,799 – 825,886 2,597,685 173,000
Exercised during the year   – – – – (15,000)
Adjustment on reverse acquisition   – – – – 9,511,192
Outstanding at 31 July   9,816,199 3,759,251 1,212,636 14,788,086 12,190,401
Exercisable at 31 July   – – – – –
Weighted average exercise price of options
      2010 2009 
The Group and Company      pence pence
Outstanding at 1 August      5.2 4.6
Granted during the year      54.7 14.5
Exercised during the year      – 14.5
Outstanding at 31 July      14.0 5.2 50
19. Share-based payments (continued)
The weighted average fair value of options granted during the year to 31 July 2010 was 54.7p (2009: 14.5p)  
(66p pre-adjustment on reverse acquisition). The range of exercise prices for options and jointly owned EBT shares 
outstanding at the end of the year was 3.5p-87.5p (2009: 3.52p-14.5p) (16p to 66p pre-adjustment in reverse acquisition).
For the share options outstanding as at 31 July 2010, the weighted average remaining contractual life is 148 days 
(2009: 170 days).
The weighted average share price at the date of exercise for those share options exercised in the year ended  
31 July 2009 was 66p.
The following table lists the inputs to the models used for the years ended 31 July 2010 and 31 July 2009.
 
  Share options granted in year to 31 July
 Nanoco Tech  Nanoco Group  Nanoco Group 
 Share Incentive Plan 
|
 LTIP Plan 
|
 Share Incentive Plan
The Group and Company  2010 2009 2010 2009 2010 2009
Dividend yield  – – – – – –
Expected volatility (%)  – 50% 40% – 40% –
Risk free interest rate (%)  – 4.5% 0.9% – 0.9% –
Expected vesting life of options  
 (years average)  – 3.0 3.0 – 3.0 –
Weighted average exercise price (pence)  – 14.5p 49p – 86p –
Weighted average share price at date of  
 grant (pence)  – 14.5p 69p – 86p –
Model used  – Black- Monte – Binomial – 
   Scholes Carlo  model 
The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that 
may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, 
which may also not necessarily be the actual outcome.
No other features of options granted were incorporated into the measurement of fair value.
20. Merger reserve and capital redemption reserve
Merger reserve
The Group       £000
At 31 July 2008, 31 July 2009 and 31 July 2010      (1,242)
The merger reserve arises under section 612 of the Companies Act 2006 on the shares issued by Nanoco Tech Limited  
to acquire Nanoco Technologies Limited as part of a simple Group re-organisation on 27 June 2007.
Capital redemption reserve
The Company       £000
At 31 December 2008, 31 July 2009 and 31 July 2010      4,804
The capital redemption reserve arises from the off-market purchase of deferred shares on 4 May 2005 and their 
subsequent cancellation.
Notes to the Financial Statements
for the year ended 31 July 2010 (continued) 51
Nanoco Group PLC 
Annual Report and Accounts 2010
Financial Statements
21. Movement in revenue reserve and treasury shares
       Total 
     Retained Treasury revenue  
     deficit shares reserve 
The Group     £000 £000 £000
Ordinary shares of 10p:
As at 1 August 2008     (1,420) (545) (1,965)
Loss for the year     (540) – (540)
Arising on reverse acquisition of Nanoco Tech Limited    20 (20) –
As at 31 July 2009     (1,940) (565) (2,505)
Loss for the year     (1,083) – (1,083)
As at 31 July 2010     (3,023) (565) (3,588)
Retained deficit represents the cumulative loss attributable to the equity holders of the parent company.
Treasury shares represent the cost of Nanoco Group PLC shares purchased in the market and held by the Nanoco Group 
Sponsored Employee Benefit Trust (“EBT”) jointly with a number of the Group’s employees. At 31 July 2010 and 31 July 
2009 3,771,473 shares in the Company were held by the EBT.
       Total 
     Retained Treasury revenue  
     deficit shares reserve 
The Company     £000 £000 £000
Ordinary shares of 10p:
As at 31 December 2008     (26,030) (20) (26,050)
Treasury shares reclassified to EBT (see note 18)    – 20 20
Profit for the period     287 – 287
At 31 July 2009     (25,743) – (25,743)
Profit for the year     68 – 68
At 31 July 2010     (25,675) – (25,675)
22. Commitments
Operating lease commitments
The Group leases premises under non-cancellable operating lease agreements. The future aggregate minimum lease 
and service charge payments under non-cancellable operating leases are as follows:
      31 July 2010 31 July 2009 
      Group Group 
      £000 £000
Land and buildings:
Not later than one year      157 134
After one year but not more than five years     494 400
After five years      267 367
      918 901 52
23. Acquisition of subsidiary undertaking in 2009
On 30 April 2009 the Company acquired 100 per cent of the issued share capital of Nanoco Tech Limited (“Nanoco Tech”) 
for consideration satisfied by the issue of 158,138,036 ordinary shares of 10 pence each. The directly attributable costs of 
the transaction amounted to £455,000.
As described in note 2, the transaction has been accounted for as a reverse acquisition equity transaction as if Nanoco 
Tech Limited had issued new shares in exchange for Evolutec Group PLC’s cash and other assets. The substance of the 
transaction is that of a share issue fund-raising under which Nanoco Tech received cash and bank balances of £5,892,000 
representing 98.9 per cent of the value of the net assets of Evolutec Group PLC and the associated costs of the transaction 
have therefore been charged directly against equity share capital.
The fair value of the shares issued has been determined from the perspective of Nanoco Tech. The Directors of Nanoco 
Tech negotiated the acquisition terms on the basis that Nanoco Tech had a total fair value worth of £37.5 million and 
that its shareholders would be diluted to 14.1 per cent in the enlarged Group. This gives an implied fair value of shares 
issued of £6,154,000 which is £195,000 higher than the value of the net assets deemed acquired as set out below:
      Evolutec Group PLC 
      £000
Net assets acquired:
Bank and cash       5,892
Trade and other receivables       308
Trade and other payables       (241)
       5,959
Cost of reverse acquisition       195
Fair value of reverse acquisition       6,154
The difference between the fair value of the transaction and the net assets acquired has been recorded as a cost  
of reverse acquisition in the Income Statement.
The fair value of the assets deemed to have been acquired has been assessed as the book value on the acquisition date.
As described in note 2, the results of Evolutec Group PLC have been included in the consolidated financial statements 
from 30 April 2009. Evolutec Group PLC and its subsidiary, Evolutec Limited, did not contribute any material revenues  
or profits/losses since the date of acquisition. If Evolutec Group PLC had been a member of the Group from 1 August 2008  
it would have likewise not contributed any material revenues or profits/losses.
Evolutec Group PLC changed its name to Nanoco Group PLC on completion of the acquisition on 30 April 2009 and was 
re-admitted to AIM on 1 May 2009.
24. Financial instruments
Capital risk management
The Company reviews its capital to ensure that entities in the Group will be able to continue as a going concern while 
maximising the return to stakeholders.
The capital structure of the Group consists of equity attributable to equity holders of the parent, comprising issued 
share capital, reserves and retained earnings as disclosed in notes 18, 20 and 21 and in the Group Statement of Changes 
in Equity. Total equity was £7,854,000 at 31 July 2010 (£8,771,000 at 31 July 2009).
The Group does not currently enter into derivative transactions such as interest rate swaps and forward currency contracts.
Notes to the Financial Statements
for the year ended 31 July 2010 (continued) 53
Nanoco Group PLC 
Annual Report and Accounts 2010
Financial Statements
24. Financial instruments (continued)
Categorisation of financial instruments
      Financial  
     Loans and liabilities at  
     receivables amortised cost Total 
Financial assets/liabilities     £000 £000 £000
31 July 2010
Trade and other receivables     334 – 334
Cash and cash equivalents and deposits     5,682 – 5,682
Trade and other payables     – (1,810) (1,810)
Financial liabilities     – (411) (411)
     6,016 (2,221) (3,795)
31 July 2009
Trade and other receivables     101 – 101
Cash and cash equivalents and deposits     6,589 – 6,589
Trade and other payables     – (376) (376)
Financial liabilities     – (475) (475)
     6,690 (851) 5,839
The main risks arising from the Group’s financial instruments are credit risk and foreign currency risk. The Board  
of Directors reviews and agrees policies for managing each of these risks which are summarised below.
Other loans (note 17) are subject to interest at base rate plus 2 per cent; however, as the Group’s cash deposits, which 
attract interest at floating rates, are of a greater amount, any increase in base rate and thus interest payable would  
be more than offset by higher interest income.
Credit risk
The Group’s principal financial assets are cash, cash equivalents and deposits. The Group seeks to limit the level of 
credit risk on the cash balances by only depositing surplus liquid funds with multiple counterparty banks that have  
high credit ratings.
The Company trades only with recognised, creditworthy third parties. Receivable balances are monitored on an on-going 
basis with the result that the Group’s exposure to bad debts is not significant. The Group’s maximum exposure is the 
carrying amount as disclosed in note 14.
At 31 July 2010 there was a single material receivable balance which was paid in full within one month.
Foreign currency risk
The company has transactional as well as translational currency exposures. Such exposure arises from sales or purchases 
in currencies other than the functional currency. The split of assets between Sterling and other currencies at the year end 
is analysed as follows:
 31 July 2010 
|
 31 July 2009
  GBP USD Total GBP USD Total 
The Group  £000 £000 £000 £000 £000 £000
Cash, cash equivalents and deposits  4,756 926 5,682 6,566 23 6,589
Trade receivables  – 334 334 84 17 101
  4,756 1,260 6,016 6,650 40 6,690 54
24. Financial instruments (continued)
The following table demonstrates the sensitivity to a reasonably possible change in the Sterling against US Dollar exchange 
rate with all other variables held constant, on the Group’s profit before tax (due to foreign exchange translation of 
monetary assets and liabilities) and the Group’s equity.
      Impact  
      on profit Impact 
      before tax on equity 
Increase/(decrease) in Sterling vs. US Dollar rate      £000 £000
10%      (115) (115)
5%      (60) (60)
(5%)      66 66
(10%)      140 140
There was no material impact on loss before tax or equity arising from the re-translation of foreign currency assets  
as at 31 July 2009 due to potential changes in the US Dollar/Sterling rate.
Interest rate risk
As the Group has no significant borrowings the risk is limited to the reduction of interest received on cash surpluses 
held at bank which receive a floating rate of interest. The principal impact to the Group is the result of interest-bearing 
cash and cash equivalent balances held as set out below:
 31 July 2010 
|
 31 July 2009
  Fixed rate Floating rate Total Fixed rate Floating rate Total 
The Group  £000 £000 £000 £000 £000 £000
Cash, cash equivalents and deposits   4,004 1,678 5,682 5,896 693 6,589
As the majority of cash and cash equivalents are held on fixed deposit the exposure to interest rate movements is 
immaterial.
Maturity profile
Set out below is the maturity profile of the Group’s financial liabilities at 31 July 2010 based on contractual undiscounted 
payments including contractual interest.
    Less than  Greater than 
    1 year 1 to 5 years 5 years Total 
2010    £000 £000 £000 £000
Financial liabilities
Trade and other payables    1,271 – – 1,271
Other loans    78 288 100 466
    1,349 288 100 1,737
    Less than  Greater than 
    1 year 1 to 5 years 5 years Total 
2009    £000 £000 £000 £000
Financial liabilities
Trade and other payables    376 – – 376
Other loans    81 298 168 547
    457 298 168 923
The Directors consider that the carrying amount of the financial liabilities approximates to their fair value.
The Group’s policies in respect of managing liquidity risk are set out in the Financial Review.
As all financial assets are expected to mature within the next twelve months an aged analysis of financial assets has 
not been presented.
Notes to the Financial Statements
for the year ended 31 July 2010 (continued) 55
Nanoco Group PLC 
Annual Report and Accounts 2010
Financial Statements
25. Related party transactions
The Group:
There were no sales to, purchases from, or at the year end, balances with any related party.   
The Company:
The following table summarises inter-company balances at the year-end between Nanoco Group PLC and subsidiary entities:
      31 July 2010 31 July 2009 
     Notes £000 £000
Loans owed to Nanoco Group PLC by:
Nanoco Life Sciences Ltd      20,286 20,286
Nanoco Technologies Ltd*      237 71
Nanoco Tech Ltd      96 96
     12 20,619 20,453
 Less provision against debt owed by Nanoco Life Sciences Ltd   12 (20,286) (20,286)
      333 167
 
Loan owed to/(from) Nanoco Group PLC by:
Nanoco Technologies Ltd**     14, 17 5,175 (316)
* The movement in the loan due from Nanoco Technologies Ltd relates to the transfer of obligation in respect of the charge for share-based payments  
for staff working for Nanoco Technologies Ltd and is included in investments.
** The movement in the current loan due from Nanoco Technologies Ltd relates to transfers of cash balances between the entities for the purposes  
of investing short term funds.
There are no formal terms of repayment in place for these loans and it has been confirmed by the Directors that the 
loans will not be recalled within the next twelve months.
 
None of the loans are interest bearing.
26. Compensation of key management personnel (including Directors)
      2010 2009 
      £000 £000
Short-term employee benefits      297 296
Share-based payments      25 39
      322 335 56
Notice of Annual General Meeting
Notice is hereby given that the sixth annual general meeting of Nanoco Group PLC will be held at The Core Technology 
Facility, 46 Grafton Street, Manchester M13 9NT on 10 December 2010 at 10.00 a.m. for the purpose of considering, 
and, if thought fit, passing the following resolutions, of which resolutions numbered 1 to 9 will be proposed as ordinary 
resolutions and resolutions 10 to 12 will be proposed as special resolutions:
Ordinary Resolutions
1 That the Company’s annual report and audited financial statements, and the reports of the Directors and 
auditors, for the period ended 31 July 2010, now laid before this meeting, be and are hereby approved.
2 That the Directors’ remuneration report, on pages 22 to 23 of the Company’s annual report, be and is hereby approved.
3 That St Gabrielle LLP, a limited liability partnership of which Anthony Clinch is a partner, which retires in accordance 
with the articles of association of the Company, be and is hereby re-elected as a Director of the Company. 
4 That Colin White, who retires in accordance with the articles of association of the Company, be and is hereby 
re-elected as a Director of the Company.
5 That Dr Peter Rowley, who retires by rotation, be and is hereby re-elected as a Director of the Company.
6 That Dr Nigel Pickett, who retires by rotation, be and is hereby re-elected as a Director of the Company.
7 That Ernst & Young LLP be and are hereby reappointed as auditors of the Company, to hold office until the 
conclusion of the next general meeting at which accounts are laid before the Company.
8 That the Board of Directors be and is hereby authorised to agree the remuneration of the auditors.
9 That in accordance with section 551 of the Companies Act 2006 (the “2006 Act”):
9.1 the Directors be and they are hereby generally and unconditionally authorised to exercise all the powers of 
the Company to allot equity securities (as defined in section 560 of the 2006 Act) up to an aggregate nominal 
value of £6,187,923 (approximately one third of the Company’s issued share capital at the date of this notice); 
and
9.2 in addition to the authority granted pursuant to sub-paragraph 9.1, the Directors be and they are hereby 
generally and unconditionally authorised to exercise all the powers of the Company to allot equity securities 
up to an aggregate nominal value of £6,187,923 (approximately one third of the Company’s issued share 
capital at the date of this notice) in connection with a rights issue offered to holders of equity securities and 
other persons who are entitled to participate, in proportion (as nearly as may be) to their then holdings of 
equity securities (or, as appropriate, the numbers of such securities which such other persons are for those 
purposes deemed to hold), subject only to such exclusions or other arrangements as the Directors may feel 
necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of, 
or the requirements of any recognised regulatory body of, or any stock exchange in, any territory,
 provided that both such authorities shall (unless previously revoked, varied or renewed) expire on the earlier of  
the date of the next annual general meeting of the Company and 10 March 2012, save that, in respect of either 
authority, the Company may before such expiry 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 an 
offer or agreement as if the authority conferred hereby had not expired.
 These authorities are in substitution for any and all authorities previously conferred upon the Directors for the 
purposes of section 551 of the 2006 Act, without prejudice to any allotments made pursuant to the terms of  
such authorities. 57
Nanoco Group PLC 
Annual Report and Accounts 2010
Special Resolutions
10 That, conditionally upon the passing of resolution numbered 9 above, in accordance with section 570 of the 2006 
Act, the Directors be and they are hereby given power to allot equity securities (as defined in section 560 of the 
2006 Act) pursuant to the authority conferred by resolution numbered 9 above, and to sell treasury shares, as if 
section 561 of the 2006 Act did not apply to such allotment or sale, provided that this power shall be limited to:
10.1 the allotment or sale of equity securities for cash in connection with or pursuant to an offer to the holders  
of equity securities and other persons entitled to participate, in proportion (as nearly as may be) to their then 
holdings of equity securities (or, as appropriate, the numbers of such securities which such other persons are 
for those purposes deemed to hold), subject only to such exclusions or other arrangements as the Directors 
may feel necessary or expedient to deal with fractional entitlements or legal or practical problems under the 
laws of, or the requirements of any recognised regulatory body of, or any stock exchange in, any territory; and
10.2 the allotment or sale of equity securities (otherwise than pursuant to sub-paragraph 10.1) for cash up to a 
maximum nominal value of £1,856,377 (approximately 10% of the Company’s issued share capital at the date 
of this notice),
 provided that the power granted by this resolution shall (unless previously revoked, varied or renewed) expire on 
the earlier of the date of the next annual general meeting and 10 March 2012, save that the Company may before 
such expiry make an offer or agreement which would or might require equity securities to be allotted or sold after 
such expiry and the Directors may allot or sell equity securities in pursuance of such an offer or agreement as if 
the power conferred hereby had not expired.
11 That the Company be and is hereby generally authorised pursuant to section 701 of the 2006 Act to make market 
purchases (as defined in section 693(4) of the 2006 Act) of its ordinary shares provided that:
11.1 the Company does not purchase more than 27,827,088 ordinary shares (approximately 14.99% of the 
Company’s issued share capital at the date of this notice);
11.2 the Company does not pay for any such ordinary share less than its nominal value at the time of purchase; and
11.3 the Company does not pay for any such ordinary share more than 5% above the average of the closing 
mid-market price for ordinary shares for the five business days immediately preceding the date on which the 
Company agrees to buy the shares concerned, based on the share prices published in the Daily Official List of 
the London Stock Exchange or the AIM supplement thereto.
 The authority conferred by this resolution shall (unless previously revoked, varied or renewed) expire on the earlier 
of the date of the next annual general meeting of the Company and 10 March 2012, save that the Company may 
before such expiry make a contract to purchase ordinary shares which will or may be executed wholly or partly 
after the expiry of such authority, and may make a purchase of ordinary shares in pursuance of any such contract, 
as if such authority had not expired.
12 That the articles of association, produced to the meeting and initialled by the chairman of the meeting for  
the purpose of identification, be adopted as the articles of association of the Company in substitution for,  
and to the exclusion of, the existing articles of association.
By order of the Board
M Sullivan
Secretary
Registered office:
46 Grafton Street
Manchester
M13 9NT
25 October 2010 58
Notes to the Notice of Annual General Meeting:
1 As a member of the Company, you are entitled to appoint a proxy or proxies of your own choice to exercise all  
or any of your rights to attend, speak and vote on your behalf at the meeting and you should have received a proxy 
form. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
2 A proxy does not need to be a member of the Company but must attend the meeting to represent you. Details  
of how to appoint the Chairman of the meeting or another person as your proxy using the proxy form are set out 
in the notes to the proxy form.
3 You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different 
shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more 
than one proxy you may photocopy the proxy form. Please indicate the proxy holder’s name and the number  
of shares in relation to which they are authorised to act as your proxy. Please also indicate if the proxy instruction  
is one of multiple instructions being given. All forms must be signed and should be returned together in the  
same envelope.
4 If you do not give your proxy an indication of how to vote on any resolution, your proxy will vote (or abstain from 
voting) at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any 
other matter which is put before the meeting.
5 Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company has specified that only 
those shareholders registered on the register of members of the Company at 6.00 p.m. on 8 December 2010, or,  
if the meeting is adjourned, on the register of members at 6.00 p.m. on the day two days before the date fixed for 
the adjourned meeting (as the case may be), shall be entitled to attend and vote at the meeting in respect of the 
number of ordinary shares in the Company registered in their name at the relevant time. Changes to entries on 
the register of members after 6.00 p.m. on 8 December 2010 or, if the meeting is adjourned, on the register of 
members after 6.00 p.m. on the day two days before the date fixed for the adjourned meeting, will be disregarded 
in determining the right of any person to attend and vote at the meeting.
Appointment of proxy using hard copy proxy form
6 The notes to the proxy form explain how to direct your proxy on how to vote on each resolution or withhold  
their vote. To appoint a proxy using the proxy form, the form must be:
– completed and signed;
– sent or delivered to the Company’s registrars, Capita Registrars, PXS, 34 Beckenham Road, Beckenham  
BR3 4TU; and
– received by no later than 10.00 a.m. on 8 December 2010.
 In the case of a member which is a company, the proxy form must be executed under its common seal or signed 
on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other 
authority under which the proxy form is signed (or a duly certified copy of such power of authority) must be 
included with the proxy form.
Changing your proxy instructions
7 To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note 
that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions; 
any amended proxy appointment received after the relevant cut-off time will be disregarded.
 Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using 
another hard-copy proxy form, please contact the Company’s registrars, Capita Registrars, PXS, 34 Beckenham Road, 
Beckenham BR3 4TU.
 If you submit more than one valid proxy appointment, the appointment received last before the latest time  
for the receipt of proxies will take precedence.
Notice of Annual General Meeting 
(continued) 59
Nanoco Group PLC 
Annual Report and Accounts 2010
Termination of proxy appointments
8 In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice 
clearly stating your intention to revoke your proxy appointment to the Company’s registrars, Capita Registrars, PXS, 
34 Beckenham Road, Beckenham BR3 4TU. In the case of a member which is a company, the revocation notice 
must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for 
the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly 
certified copy of such power of authority) must be included with the revocation notice.
9 The revocation notice must be received no later than 24 hours before the time and date scheduled for the meeting.
10 Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have 
appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
Appointment of proxy using CREST electronic proxy appointment service
11 CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service 
may do so for the annual general meeting and any adjournment(s) thereof by using the procedures described  
in the CREST Manual. CREST personal members or other CREST sponsored members and those CREST members 
who have appointed a voting service provider should refer to their CREST sponsor or voting service provider,  
who will be able to take the appropriate action on their behalf.
12 In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST 
message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear’s specifications 
and must contain the information required for such instructions, as described in the CREST Manual. The message, 
regardless of whether it relates to the appointment of a proxy, the revocation of a proxy appointment or an 
amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so  
as to be received by the issuer’s Agent (ID: RA10) by the latest time(s) for receipt of proxy appointments specified  
in this notice of meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the 
timestamp applied to the message by the CREST Applications Host) from which the issuer’s Agent is able to retrieve 
the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to  
a proxy appointed through CREST should be communicated to the appointee by other means.
13 CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear 
does not make available special procedures in CREST for any particular messages. Normal system timings and 
limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the 
CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member  
or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider takes)  
such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any 
particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service 
providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the 
CREST system and timings.
14 The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a)  
of the Uncertificated Securities Regulations 2001.
Communications
15 Except as provided above, members who have general queries about the annual general meeting should contact 
Ruth Hailwood (0161 603 7900; 46 Grafton Street, Manchester M13 9NT). No other methods of communication will 
be accepted.
Documents available for inspection
16 There are available for inspection at the registered office of the Company during usual business hours on any  
week day (Saturdays, Sundays and public holidays excepted), and there will be available for inspection at the  
place of the annual general meeting from at least fifteen minutes prior to and until the conclusion of the annual 
general meeting:
– A copy of the proposed new articles of association of the Company, together with a copy of the existing articles 
of association of the Company marked to show the changes being proposed; an electronic copy will be available 
on the website, www.nanocotechnologies.com, in advance of the AGM;
– Copies of the service contracts of Executive Directors of the Company; and
– Copies of the letters of appointment of the Non-Executive Directors of the Company. 60
Explanatory Notes of Annual General Meeting
These explanatory notes gives further information in relation to the resolutions listed in the enclosed notice of the 
Company’s annual general meeting.
Resolution 1 – Receipt of accounts
The Directors must lay the Company’s accounts, the Directors’ report and the auditors’ report before the shareholders 
at a general meeting. This is a legal requirement after the Directors have approved the accounts and the Directors’ 
Report, and the auditors have prepared their report.
Resolution 2 – Directors’ remuneration report
This resolution approves the Directors’ Remuneration Report for the period ended 31 July 2010. The full text of the 
report is contained on pages 22 to 23 of the Company’s annual report, and sets out the Company’s policy towards,  
and gives details of, Directors’ remuneration and other relevant information.
Resolutions 3 to 6 – Re-election of Directors
Although the Company is not bound to adhere to the Combined Code on Corporate Governance (the “Combined Code”), 
the Directors recognise the importance of sound corporate governance and intend to ensure that the Company continues 
to comply with such principles of the Combined Code as are appropriate to the size, nature and stage of development  
of the Company.
Therefore, in accordance with the Combined Code and the provisions of the Company’s articles of association, all Directors 
of the Company who have been appointed since the Company’s last annual general meeting, and all other Directors  
on a regular basis as set out in the Company’s articles of association, seek election (or re-election as the case may be) 
by the shareholders.
Resolution 3 and 4 – Re-election of St Gabrielle LLP and Colin White
Each of the above, having been appointed since the Company’s last annual general meeting, offers himself for  
re-election, in accordance with the Company’s articles of association. Details of their respective CV’s are on pages  
18 to 19 of the Company’s annual report.
Resolutions 5 and 6 – Re-election of Dr Peter Rowley and Dr Nigel Pickett
Each of Dr Peter Rowley and Dr Nigel Pickett, retiring by rotation, offers himself for re-election, in accordance with  
the Company’s articles of association. Details of their respective CV’s are on page 18 of the Company’s annual report.
Resolution 7 – Re-election of Ernst & Young LLP as auditors
The Board of Directors, on the recommendation of its audit committee, recommends the re-election of Ernst & Young 
LLP as auditors, to hold office until the next general meeting at which accounts are laid.
Resolution 8 – Remuneration of the auditors
This resolution authorises the Board of Directors to agree the remuneration of the auditors.
Resolution 9 – Authority to allot shares
The purpose of resolution 9 is to renew the Directors’ power to allot shares. Section 551 of the Companies Act 2006 
provides that the Board of Directors may not allot new shares (other than for employee share schemes) without 
shareholder authority.
Accordingly, resolution 9 will be proposed as an ordinary resolution to authorise the Directors (pursuant to Section 551 
of the Companies Act 2006):
(i) to allot ordinary shares of 10p each in the capital of the Company up to a maximum nominal amount of 
£6,187,923, being approximately one third of the nominal value of the ordinary shares in issue on 25 October 2010; 
and
(ii) in addition to the authority described above, to allot ordinary shares of 10p each in the capital of the Company up 
to a maximum nominal amount of £6,187,923 pursuant to a rights issue in respect of which all shareholders are 
entitled to participate as nearly as possible in proportion to their holding of shares in the Company at the time.
This authority (unless previously revoked, varied or renewed) will expire on the earlier of the date of the next annual 
general meeting of the Company and 15 months after the date of the passing of the resolution. The Directors will 
exercise the authority to allot only when satisfied that it is in the interests of the Company to do so. They have no 
present intention of exercising the authority, except in connection with the issue of shares under the Company’s  
share option and long-term incentive plans. 61
Nanoco Group PLC 
Annual Report and Accounts 2010
Resolution 10 – Disapplication of pre-emption rights
Section 561 of the Companies Act 2006 confers on shareholders rights of pre-emption in respect of the allotment  
of “equity securities” which are or are to be paid up in cash, otherwise than by way of allotment to employees under  
an employees’ share scheme. The provisions of section 561 apply to the ordinary shares of 10p each of the Company, 
to the extent that they are not disapplied pursuant to section 570 of the Companies Act 2006. This provision also 
covers the sale of treasury shares (should the Company elect to hold any) for cash.
It is proposed that the disapplication of these statutory pre-emption rights be approved, as a special resolution,  
to give the Directors power to allot shares without the application of these statutory pre-emption rights, first, in 
relation to rights issues and, secondly, in relation to the issue of ordinary shares of 10p each in the capital of the 
Company for cash up to a maximum aggregate nominal amount of £1,856,377 (representing approximately 10%  
of the nominal value of the ordinary shares in issue on 25 October 2010).
This authority (unless previously revoked, varied or renewed) will expire on the earlier of the date of the next annual 
general meeting of the Company and 15 months after the date of the passing of the resolution.
Resolution 11 – Purchase by the Company of its own shares
The purpose of resolution 11 is to obtain the authority for the Company to purchase its ordinary shares. Under the 
Companies Act 2006 such an authority must first be sanctioned by an ordinary resolution of the Company in general 
meeting, but current institutional shareholder voting guidelines require that any such authority should be sanctioned 
by special resolution.
Accordingly, resolution 11 will be proposed as a special resolution to authorise the Company to purchase a maximum  
of 27,827,088 ordinary shares (equal to approximately 14.99% of the Company’s present issued ordinary share capital)  
on AIM at a price per share of not less than 10p, and not more than 5% above the average of the middle market 
quotations for ordinary shares of the Company for the five business days immediately preceding the day of purchase.  
In order to maximise the benefit to be derived by the Company, it would be the Directors’ intention that any purchases 
should be made at as low a price (within the limits specified in resolution 11) as they consider reasonably obtainable.
This authority (unless previously revoked, varied or renewed) will expire on the earlier of the date of the next annual 
general meeting of the Company and 15 months after the date of the passing of the resolution.
Pursuant to the Companies Act 2006, the Company can hold the shares which have been repurchased as treasury shares 
and either resell them for cash, cancel them (either immediately or at a point in the future) or use them for the purposes 
of its employee share schemes. The Directors believe that it is desirable for the Company to have this choice and 
therefore currently envisage holding any shares purchased under this authority as treasury shares. Holding the 
repurchased shares as treasury shares will give the Company the ability to resell or transfer them in the future, and so 
provide the Company with additional flexibility in the management of its capital base. No dividends will be paid on, and 
no voting rights will be exercised in respect of, treasury shares.
Shares will only be repurchased if the Directors consider such purchases to be in the best interests of shareholders 
generally and that they can be expected to result in an increase in earnings per share. The authority will only be used 
after careful consideration, taking into account market conditions prevailing at the time, other investment opportunities 
and the overall financial position of the Company. Shares held as treasury shares will not automatically be cancelled  
and will not be taken into account in future calculations of earnings per share (unless they are subsequently resold or 
transferred out of treasury).
If any shares repurchased by the Company are held in treasury and used for the purposes of its employee share schemes, 
so long as required under the guidelines of the Association of British Insurers Investment Committee, the Company will 
count those shares towards the limits on the number of new shares which may be issued under such schemes.
Purchases will not be made to the extent that they may affect the eligibility of the Company for continued listing  
on AIM and it is not the Board of Directors’ current intention that the Company should stand in the market for any 
particular period or until any specified number of shares has been acquired. 62
The purchase of shares by the Company pursuant to these proposals will be a market purchase and thus made through 
AIM. This means that any shareholder selling shares, even if those shares are subsequently acquired by the Company,  
will not be subject to different tax considerations from those normally applying to a sale of shares in the market provided 
that the purchase by the Company is made exclusively through a market maker acting as principal. In that event, for 
shareholders who held their shares as an investment, the sale proceeds will normally be treated as capital and the 
normal capital gains tax rules will apply to those sale shares. There will normally be no liability to tax on income unless 
the shareholder’s disposal is by way of trade.
Resolution 12 – Adoption of new articles of association
Resolution 12, which is being proposed as a special resolution, asks shareholders to approve the adoption of new articles 
of association to reflect the implementation of the final parts of the Companies Act 2006 and the implementation of the 
Companies (Shareholders’ Rights) Regulations 2009 (“Regulations”), as they affect the Company.
A copy of the proposed new articles of association (“New Articles”), together with a copy of the existing articles of 
association of the Company (“Current Articles”) marked to show the changes being proposed, will be available for 
inspection at the registered office of the Company during usual business hours on any week day (Saturdays, Sundays 
and public holidays excepted) until the conclusion of the annual general meeting. An electronic copy will be available 
on the website, www.nanocotechnologies.com, in advance of the meeting.
Below is a summary of the main changes to the articles of association which would be effective if this resolution is passed.
1 General
Generally the opportunity has been taken to replace and, where appropriate, remove obsolete references to the 
Companies Act 1985. Furthermore, provisions in the Current Articles which replicate provisions contained in the 
Companies Act 2006 are in the main to be removed in the New Articles.
2 General meetings
The Current Articles contain provisions which refer to extraordinary general meetings and extraordinary resolutions. 
These provisions have been amended or removed as appropriate, as the concept of extraordinary general meetings 
and extraordinary resolutions has not been retained under the Companies Act 2006.
The Regulations have amended the Companies Act 2006 so that it now provides that each proxy appointed by a member 
has one vote on a show of hands unless the proxy is appointed by more than one member, in which case the proxy has 
one vote for and one vote against if the proxy has been instructed by one or more members to vote for the resolution and 
by one or more members to vote against the resolution.
The New Articles remove provisions in the Current Articles dealing with voting rights of proxies on the basis that these 
are dealt with in the Companies Act 2006; and contain a provision clarifying how the provision of the Act giving a proxy 
a second vote on a show of hands should apply to discretionary authorities.
The Regulations have amended the Companies Act 2006 so that proxies are required to vote in accordance with 
instructions given by the shareholder by whom the proxy is appointed. The New Articles state that the Company is not 
required to confirm that a proxy has followed instructions and that a failure of the proxy to vote as instructed does not 
invalidate the proceedings of the resolution.
The Regulations have amended the Companies Act 2006 in order to enable multiple representatives appointed by the 
same corporate member to vote in different ways on a show of hands and a poll. The New Articles remove provisions 
in the Current Articles dealing with voting by corporate representatives on the basis that this is dealt with in the 
Companies Act 2006.
Explanatory Notes of Annual General Meeting 
(continued) 63
Nanoco Group PLC 
Annual Report and Accounts 2010
3 Share capital
Under the Companies Act 1985, a company required specific enabling provisions in its articles to purchase its own 
shares, to consolidate or subdivide its shares and to reduce its share capital or other undistributable reserves, as well 
as shareholder authority to undertake the relevant action. The Current Articles include these enabling provisions. 
Under the Companies Act 2006 a company will only require shareholder authority to do any of these things and it will 
no longer be necessary for articles to contain enabling provisions. Accordingly the relevant enabling provisions have 
been removed in the New Articles.
The Current Articles permit the Directors to suspend the registration of transfers. Under the Companies Act 2006  
share transfers must be registered as soon as practicable. The power in the Current Articles to suspend the registration 
of transfers is inconsistent with this requirement. Accordingly, this power has been removed in the New Articles.
4 Limit on Directors’ fees
The limit on the aggregate of fees to be paid to Directors pursuant to Article 77 has been amended from £100,000  
to £150,000 to reflect the increased number of Non-Executive Directors. 64
Notes Welcome
Nanoco Group PLC designs, develops 
and manufactures quantum dots,  
solar inks and other nanomaterials  
in commercial quantities for major  
end-use markets.
Highlights of the Year
 Joint development agreement signed with major Japanese 
electronics company for LED backlighting of televisions
 Joint development agreement signed with Tokyo Electron  
for a photovoltaic film, marking our first agreement in the 
solar power sector
 Achievement of milestone payments in all our agreements, 
including a US$2 million payment from a Japanese  
LED producer
 Significant progress towards mass production with new  
scale-up reactors commissioned in Manchester producing 
quality material
 Procurement of a new production facility in Runcorn, Cheshire
 Colin White appointed as new Chief Financial Officer
 Cash, cash equivalents and deposits of £5.68 million  
at 31 July 2010 (31 July 2009: £6.59 million)
Directors
Dr Peter Rowley (Non-Executive Chairman)
Dr Michael Edelman (Chief Executive Officer)
Dr Nigel Pickett (Chief Technology Officer)
Mr Colin White (Chief Financial Officer)
Mr Michael Bretherton (Non-Executive Director)
Mr Gordon Hall (Non-Executive Director)
St Gabrielle LLP (Non-Executive Director) represented by Mr Anthony Clinch
Secretary
Mr M Sullivan
Nominated Adviser 
Zeus Capital Limited
3 Ralli Courts
West Riverside
Manchester M3 5FT
Corporate Broker
Bank of America Merrill Lynch
2 King Edward Street
London EC1A JHQ
Auditor
Ernst & Young LLP
100 Barbirolli Square
Manchester M2 3EY 
Legal Adviser
Schofield Sweeney
76 Wellington Street
Leeds LS1 2AY
Investor Relations and Financial PR
Buchanan Communication
45 Moorfields 
London EC2Y 9AE
Registered Office
46 Grafton Street
Manchester M13 9NT
Website 
www.nanocotechnologies.com
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Nanoco Group PLC  Annual Report and Accounts 2010
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