INDITHERM plc
Annual Report
and
Financial Statements
2007 INDITHERM plc
Page
Inditherm at a Glance 1
Inditherm Target Markets 2
Directors and Advisers 3
Chairman’s Statement 4
Chief Executive’s Review 6
Financial Review 9
Directors and Board Committees 10
Statement of Corporate Governance 11
Remuneration Report 13
Statement of Directors’ Responsibilities 17
Report of the Directors 18
Independent Auditors’ Report 21
Consolidated Income Statement 23
Consolidated and Company Statements of changes in Shareholders’ Equity 24
Consolidated Balance Sheet 25
Company Balance Sheet 26
Consolidated and Company Cash Flow Statement 27
Notes forming part of the Financial Statements 28
Five Year Summary 46
Notice of Annual General Meeting 47
Contents Based near Rotherham, South Yorkshire, Inditherm plc designs, manufactures and installs heating
solutions using the Company’s innovative, patented, low voltage, carbon-based conductive
polymer technology (CPT). This provides a flexible heating material that can be fitted over a wide
variety of shapes, as well as laid out flat to heat large areas from above or below. Running from a
low voltage (6V to 50V) DC or AC power supply, it can reach temperatures of up to 120°C.
Applications for the technology are numerous but the Company is focusing on selected
applications and market areas where there are perceived to be significant growth opportunities.
Inditherm already has an established track record in industrial process industries, such as
confectionary, food and chemicals, where CPT is ideal for heating pipes, tanks, valves and pumps
and medical (patient warming). In addition, the Company is focused on producing heating
solutions for utility water and waste water treatment plants, concrete curing and sports pitch
heating.
Our Vision
To be perceived as the best in the world in our chosen markets.
Our Values
We believe in…
● having total integrity in all we do
● delighting our customers
● treating others with dignity and respect
● teamwork
● working professionally and delivering exceptional quality.
1
INDITHERM at a glance In the Industrial market, Inditherm specialises in providing heating solutions for critical
temperature management and frost protection for pipelines, portable storage containers, tanks,
valves and pumps. Inditherm supplies many well-known multi-national companies in the food
and beverage, confectionary, pharmaceutical, chemical, oil and gas, and water utility industries.
Inditherm uses significantly less energy than traditional electrical trace heating, hot water or steam
systems. In addition, the business has developed significant expertise in providing unheated
insulation solutions. 
In the Medical market, Inditherm specialises in warming solutions to prevent hypothermia and
heat therapy systems for the treatment of injuries and wounds. Patient warming products are
primarily used in operating theatres, recovery and intensive care, accident & emergency, and neo-
natal units. They offer improved performance, combined with significant cost savings over
traditional technologies. Products are sold internationally through a network of distributors. In
2006 Inditherm signed a distribution agreement with Smiths Medical Inc to distribute patient
warming products in the USA.
In the Construction market, Inditherm working in conjunction with Sheffield Hallam University,
has developed solutions to accelerate concrete curing, concrete infrastructure heating and frost
protection solutions. Initial commercial focus has been to sell to the pre-cast concrete producers
where process improvement will provide the additional benefit of improved cycle times.
In the Sports market, Inditherm specialises in heating sports pitches and has a commercial
relationship with Vertech who will provide Inditherm golf course heating as part of their offerings
to greenkeepers. In 2007 Inditherm started the installation of a pitch heating system at Aston Villa’s
Training Academy. This is the 5th project undertaken since starting in this market in 2004. Not only
is the Inditherm system far more reliable than traditional systems, it uses significantly less energy.
2
INDITHERM Target Markets Directors M S Abrahams (Chairman)
N Bettles (Appointed 19 November 2007)
J H Markham
I D Smith
R Harpum resigned on 19 November 2007
Secretary and I D Smith, Inditherm House, Houndhill Park, Bolton Road, 
registered Wath-upon-Dearne, Rotherham, S63 7LG
office
Company 3587944
number
Independent PricewaterhouseCoopers LLP, Benson House, Wellington Street,
Auditors Leeds, LS1 4JP
Bankers HSBC, Montgomery Road, Wath Upon Dearne, Rotherham, S63 7QW
Nominated Collins Stewart Limited, 8th Floor, 88 Wood Street, London, EC2V 7QR
adviser and 
broker
Legal advisers Walker Morris, Kings Court, 12 King Street, Leeds, LS1 2HL
Registrars Capita Registrars, Northern House, Woodsome Park,
Fenay Bridge, Huddersfield, HD8 0LA
www.capitaregistrars.com
3
Directors and Advisers
INDITHERM plc Overview
The start of 2007 saw a strengthening of the balance sheet with the cash placing in
January which raised £2.8m net of expenses. We believe this has provided the
Company with adequate funds to meet its medium term needs.
Although sales in 2007 grew modestly, order intake increased by 30% with substantial
growth in Medical. The football pitch heating system for Aston Villa’s new training
facility and the Smiths Medical launch stock had a significant one-off impact on this
growth. Improved margins, particularly in the core business, reduced operating losses
by 25%.
Performance in Industrial markets showed no growth and actions are already
underway to change the performance of this area of the business in the year ahead. The
strategy will be redirected to focus on standardising the product range. This should
enable Inditherm to meet many of the current Industrial customers’ requirements in a
much more efficient manner, thereby leading to improved margins.
Results
Turnover for the year rose by 19% to £1,861k (2006: £1,564k), due to growth in Medical
sales and work completed on the pitch heating system for Aston Villa. This maintained
the growth rate reported in the first half of the year.
Administrative expenses were kept under control during the year, with an increase of
5%. Administrative expenses before exceptional costs were £1,605k (2006: £1,571k),
resulting in a 23% improvement in operating loss before exceptional items at £799k
(2006: £1,087k). After exceptional costs of £128k (2006: £152k) and net interest income
of £213k (2006: 83k), the post-tax loss was £699k (2006: £1,132k).
The year end cash balance was £3,485k (2006: £1,747k), representing a net outflow from
operating activities of £1,044k (2006: £876k) offset by the fundraising. The year-on-year
difference is largely due to a growth in the level of polymer stocks held and an increase
in trade receivables at the year end due to the pitch heating system at Aston Villa.
Operations
Sales in the Industrial markets fell by 10%, however percentage margins doubled.
During the year we continued our growth in the food sector with notable orders from
two leading international confectionery manufacturers. Progress has otherwise been
disappointing in this area of the business, although it remained the largest proportion
of annual sales.
Medical orders excluding the USA grew by 40% over the previous year, which was
further boosted by orders for launch stocks from Smiths Medical. Although progress
with Smiths in developing US Medical end user sales has been slower than anticipated,
the first signs of progress are emerging. We will keep this situation under review to
determine whether additional channels need to be developed.
We now have over 30 distributors and overseas partners in the rest of the world, giving
us a firm base from which to continue the growth of our export business. UK orders
grew by 36% as acceptance of our technology in the market increases; we anticipate
that the award of an NHS PASA (Purchasing & Supply Agency) contract during the
year will help us to continue this growth.
Commercial exploitation of our technology in the pre-cast concrete industry continued
during the year with a small number of manufacturers. This has demonstrated
4
INDITHERM plc
Chairman’s Statement significant advantages to our customers. We are now focused on developing these
relationships to gain valuable reference sites.
In August 2007, we were awarded the contract to heat a football pitch at the new Aston
Villa training ground, worth £199k. This adds a further reference site, and has helped
maintain high utilisation of the factory. The heating pads were installed on schedule
before the end of the year; installation of electrical panels and controls are planned
during the second quarter of 2008. 
Dividends
As stated in previous years, the Board intends to devote the Company’s financial
resources to business development. This intention, which the Board believes is in the
best interest of the shareholders has continued during 2007. The Board does not expect
to declare a dividend during the Company’s continuing development.
Management
Following the successful growth and encouraging signs of the Company’s Medical
business, the Board decided to promote Nick Bettles to the position of Chief Executive.
Richard Harpum retired and left the Company in November 2007.
I would like to thank Richard for all his efforts and commitment during his three years
as Chief Executive.
We further strengthened our management team with the appointment of a new
Technical Manager in September 2007. In addition to this, an Operations Manager has
been appointed in March 2008.
Employees
We continue to invest in our workforce to ensure we have the appropriate skills with
which to grow the business. On behalf of the Board, I thank our staff most sincerely for
their continued support.
Outlook
Trading in the first two months of 2008 has been positive, with strong sales as single
large orders are completed and good margins delivering an operating profit for the
first time in the company’s history. However, we do not expect this to continue in the
immediate future.
The Medical business, outside the USA, is encouraging, with increasing order flow. We
anticipate the same rate of growth in this sector in the year ahead.
In our Industrial and Construction businesses, the change of strategy involves us in
concentrating on standardised product ranges, with improvements in efficiency and
higher margins on a lower volume of sales.
Whilst we believe we are still several quarters from breaking even, we anticipate
significant progress in the year ahead.
MARK ABRAHAMS
Chairman
27 March 2008
5
Chairman’s Statement (continued) Overview
The Company saw some further sales growth during 2007, but this was modest at just
under 20%. However, operating losses were reduced by 25%.
Order intake grew substantially in Medical but fell slightly in Industrial, giving an
overall increase in orders of 30%. The sale of a football pitch heating system and start-
up trading with Smiths Medical for the USA market had an impact on this growth at a
level that is unlikely to be repeated in the short term. Gross margins almost doubled to
£806k, primarily due to improvements in the Industrial sector and the greater
proportion of Medical business.
Sales and Marketing
Sales and orders in the Industrial markets were down by around 10% year-on-year. The
results from this area of the business were not satisfactory, largely due to the
conversion rates and the proportion of bought-in components and subcontracted
activities. This is largely a result of Inditherm acting as the main contractor on larger
projects. 
Our intention is now to focus more on areas where our technology and expertise add
value, where possible forming strategic partnerships to help deliver our solutions more
effectively to the market. Whilst this may not deliver high sales growth in the short
term, it should drive up the profitability of this part of the business and place us in a
better position for long term growth.
Medical sales and orders grew by over 80% in 2007; however this was boosted
significantly by the demonstration systems and launch stock ordered by Smiths
Medical for the USA market. Excluding the USA, Medical orders grew by 40%.
Neonatal sales increased by over 60% in the UK market, where we believe we are now
the clear market leader for our sector, although uptake has been slower in the export
territories. 
Our products for operating theatres and neonatal warming were awarded an NHS
PASA contract during the year and are now offered through NHS Logistics to
hospitals. This allows hospitals to purchase without the need to go to tender and we
expect this to help in increasing uptake within the NHS in the years ahead. We have
identified a distributor for our neonatal range in the USA and expect to conclude a
formal agreement and fully launch the product in the first half of 2008. 
We introduced a number of new products during the year; although these are for
inherently smaller market sectors they give us additional growth potential. The market
uptake in the USA has been slower than we had hoped, however Smiths Medical have
made a large investment and recently secured their first end-user orders. Nevertheless,
they have not reached the target purchase levels and we will therefore consider
opening parallel channels to market in the USA. We have carried a significant order
book into 2008, primarily forward orders from Smiths, which will boost sales in the
first quarter of 2008 above previously achieved rates. Market uptake in the USA
through Smiths is unproven as yet and we therefore continue to review progress on an
ongoing basis. The Company cannot expect the recent sales rate to continue during the
coming period.
6
INDITHERM plc
Chief Executive’s Review Sales and Marketing (continued)
Commercial results from Construction markets were disappointing. However,
activities with a small number of customers during the year have allowed us to
determine where the best opportunities lie. Our intention is to focus on the pre-cast
concrete market in the immediate future, where Inditherm technology appears to offer
a unique solution that delivers real benefit to the customer.
We secured the order for heating of the new Aston Villa training pitch, which should
further enhance our credibility in this market. However, the profitability in this
application has been marginal and it has been decided that now we have good
reference sites we will only pursue such projects in the future if reasonable margins can
be realised.
Product Development
Our development team has been substantially strengthened during the year and we
are already beginning to realise the benefits. Further work on developing products for
Industrial applications continued, with particular focus on some of the standard
products towards the end of the year. 
Work on our Medical product range saw the launch of new products at our distributor
conference in October 2007. These included systems for veterinary warming and A&E
departments. Further developments are in progress.
Activity in the construction field has delivered systems for warming pre-cast concrete
by integration into the manufacturers’ moulds. This is proving a superior solution to
the original blanket type design and further work in this area continues.
Work on the heating of railway tracks has continued, with successful trials concluded
that have demonstrated that Inditherm can meet the heating specifications required.
The primary focus is now on developing the solution to meet the practical needs for
routine use. This is a longer term project, although we hope to realise revenue from
funded development work and large scale evaluations in the short term.
Operations
We continue to be perceived by our customers as delivering high quality products and
being a responsive supplier. The potential for further improvements in efficiency
remains and this is being addressed.
The growth in Medical product orders has proved a challenge; however we have
added to this team during the year and have already demonstrated that we can now
cope with the increased output.
Outlook
In order to secure a faster route to profitability we intend to focus on areas where we
have already demonstrated greatest strength and opportunity.
Performance in the Medical markets has already shown good growth and profitability
and we will devote our energy to continue this trend and accelerate wherever possible.
This is heavily dependent on the success of Smiths Medical in the USA, therefore we
intend to focus on trying to drive forward that relationship.
7
Chief Executive’s Review (continued) Outlook (continued)
In Industrial applications we plan to reduce our activity in several areas which require
disproportionate effort for poor returns. This will allow us to focus on developing
market areas where we can deliver a larger proportion of standard products. Wherever
possible we will restrict ourselves to the supply of heating components, and work with
strategic partners who can deliver the associated infrastructure such as pipes, tanks
and cladding. 
Our Construction activity will focus particularly on the pre-cast concrete market,
where we have demonstrated that we can deliver significant customer benefits. This
will ensure that we concentrate on areas that can deliver growth, in both the short and
longer term, realise good margins, and avoid distractions that reduce market
penetration.
Inditherm still faces significant challenges, however the proven performance in
Medical combined with a more focused approach in Industrial and Construction, give
reason for optimism. A trading profit in the first two months of 2008 gives further
encouragement, although this is highly influenced by the delivery of USA launch
stocks.
NICK BETTLES
Chief Executive
27 March 2008
8
INDITHERM plc
Chief Executive’s Review (continued) International Financial Reporting Standards
This year the Company has adopted the International Financial Reporting Standards
for the first time whilst this has resulted in a number of presentational changes it has
not had a significant impact on the financial results.
Trading results
Sales in the year increased by £297k to £1,861k. 
During the year gross profit increased from 26% to 43%, as a result of a larger
proportion of Medical sales and improved margins in the Industrial and Construction
areas. 
Total administration expenses before exceptional costs were up £34k (2%) to £1,605k
from £1,571k in 2006.
Exceptional costs of £128k relate to settling contractual obligations with the former
CEO Richard Harpum. 
The operating loss before exceptional costs of £799k is a reduction of £288k on the same
period last year.
Cash resources generated net interest income for the year of £213k (2006: net income
£83k), giving a pre tax loss of £714k (2006: loss £1,156k).
Cash resources and net assets
On 15 January 2007 the Company placed 30,000,000 1p shares at 10p generating funds
of £3,000k, £2,806k net of expenses.
Net cash outflow from operations before financing and investing activities for the year
was £1,044k (2006: £876k) reflecting the operating loss and increases in working capital.
Working capital was higher than the average for the year reflecting the impact of Phase
1 – Installation of pads, under the pitch heating contract for Aston Villa.
Net funds at the year end were £3,485k (2006: £1,747k).
Shareholders’ equity amounted to £3,814k (2006: £1,707k).
Taxation
As the Company has continued to incur trading losses no corporation tax liability has
yet arisen. Accumulated tax losses to the end of 2007 of £5,573k (2006: £5,182k) are
available which should be recoverable against future trading profits. The Company’s
continuing investment in research and development has given rise to a tax credit of
£15k in the year on qualifying expenditure.
IAN D SMITH
Finance Director and Company Secretary
27 March 2008
9
Financial Review Directors
Mark Abrahams (Aged 53, Chairman) *
Mark is currently the Chief Executive of Fenner Plc and was formerly non-executive
chairman of the Darby Group Plc. At Fenner he led a strategy of converting the group
from a power transmissions manufacturer to a world leader in reinforced polymers. He
is a Chartered Accountant and a Companion of the Institute of Management.
Nick Bettles (Aged 52, Chief Executive)
Nick joined the Company in April 2004 as Medical Division Director, and was
promoted to Chief Executive in November 2007. He is a chartered engineer with BSc
and MSc degrees in electrical and electronic engineering from Bristol University. Nick
has held executive management positions within the Medical division of Vickers plc,
and in the industrial field with the Combustion & Environmental division of Land
Instruments International, in addition to his experience at Inditherm.
John Markham OBE (Aged 61) *
John joined the Company in March 2002. He has an honours degree in Chemical
Engineering and is a Fellow of the Institution. He is a Chartered Engineer and
Chartered Scientist. He was awarded the OBE in 1995 for services to British industry.
He has a wealth of experience in industries related to the Company’s products and
applications having spent twenty years with I.C.I. and more recently holding the
position of Chief Executive of Hickson International PLC.
Ian Smith (Aged 51, Finance Director and Company Secretary)
Ian joined the Company in January 2004. He is a Chartered Accountant and qualified
Corporate Treasurer and has extensive international industrial experience gained at
both group and operating company level. Prior to joining Inditherm, Ian was Finance
Director for Portakabin Ltd and Holset Engineering Co Ltd the turbocharging division
of Cummins Engine Co Inc.
* Non-executive
Board Committees 
The principal standing committees appointed by the Board are as follows:
Audit committee Remuneration committee Nominations committee
Mark Abrahams Chairman John Markham Chairman Mark Abrahams Chairman
John Markham Mark Abrahams John Markham
Nick Bettles
10
INDITHERM plc
Directors and Board Committees The Board is committed to the highest standards of corporate governance in relation to
its size and sets out below details of how it has applied the provisions of the Combined
Code on Corporate Governance issued in June 2006.  
Board Composition
The Board has two executive directors and two independent non-executive directors.
Details of the Board members are on page 10.
The Board meets regularly throughout the year and has a formal schedule of matters
specifically reserved for its decision.
The non-executive directors are considered by the Board to be independent of
management and free from any relationship which could materially interfere with the
exercise of their independent judgement. They receive a fixed fee for their services. 
If required, the directors are entitled to take independent legal advice and if the Board
is informed in advance, the cost of the advice will be reimbursed by the Company. The
Company Secretary’s services are available to all members of the Board.
Due to the current size of the Company the roles of Finance Director and Company
Secretary are carried out by one person.
Board Committees
The Board has three standing committees, the membership of which is set out on page
10.
Audit Committee
The Audit Committee meets as required, but at least twice a year. In addition to
reviewing the annual report and financial statements and the interim statement prior
to their submission to the Board for approval, it keeps the scope, cost effectiveness,
independence and objectivity of the external auditors under review. This includes
monitoring the level of non-audit fees.
The committee routinely meets for private discussion with the external auditors, who
attend its meetings, as required.
Remuneration Committee
The report of the Remuneration Committee is set out on page 13.
Nominations Committee
The Nominations Committee considers succession planning, reviews the structure,
size and composition of the Board and nominates candidates to fill Board vacancies.
Board Appointments
Any decision to appoint further directors to the Board is taken by the entire Board in a
formal meeting. Where it is deemed necessary , new members of the Board are provided
with appropriate training in respect of their roles and duties as a public company
director.
11
Statement of Corporate Governance Relations with Shareholders
The Company places a great deal of importance on communication with its
shareholders.
John Markham has been identified as the Company’s Senior Independent Director. He
is available to shareholders who wish to raise any concerns that they have been unable
to resolve through other channels and to attend meetings between management and
major investors.
The notice of the AGM will be sent to shareholders at least 21 clear days before the
Meeting. At the forthcoming AGM, the Company will indicate the level of proxy voting
and members of the Board will be available to answer questions.
Internal Control
The directors acknowledge their responsibility for the Group’s systems of internal
control.
The Group maintains systems of internal control to provide reasonable but not
absolute assurance against material misstatement or loss.
The system of internal control is structured around an assessment of prioritisation of
the various risks to the business. The control environment is designed to address
particularly those risks that the Board considers to be material to the business, in
safeguarding the assets against unauthorised use or disposition and maintaining
proper accounting records which produce reliable financial information.
The Board has reviewed the effectiveness of the system of internal control for the
accounting period and the period to the date of approval of the financial statements. 
The key features of the Group’s systems of internal control are as follows:
● An ongoing process of risk assessment to identify, evaluate and manage business
risks.
● Management structure with clearly defined responsibilities and authority limits.
● A comprehensive system of reporting financial results to the Board. 
● Quality control systems certified under ISO 9001. 
● Appraisal and authorisation of capital expenditure.
Due to the size of the company there are inherent control limitations. The Company
does not currently operate an internal audit function. At the Audit Committee
meetings the Finance Director presents a formal report on Internal Controls and a
programme of work to ensure systems and processes are continuously improved.
Going Concern
After making enquiries, the directors have a reasonable expectation that the Group has
adequate resources to continue in operational existence for the foreseeable future. For
this reason, the going concern basis has been adopted in preparing the financial
statements.
12
INDITHERM plc
Statement of Corporate Governance (continued) 13
Responsibilities
The Committee is responsible for the determination of the remuneration policy of the
group’s executive directors and senior executives.
Composition
The members of the Remuneration Committee (“The Committee”) during the year
were John Markham (Chairman of the Committee) and Mark Abrahams.
Directors’ Service Contracts
The executive directors have rolling 12 month contracts requiring 12 months written
notice to be given by either party. There are no provisions for compensation if there is
a change of control. The service contracts do not contain any provision for
compensation on early termination other than the notice period. The Committee will
seek to mitigate cost to the Company whilst dealing fairly with each individual case.
The Chairman and non-executive director are usually appointed for a fixed two year
term.
The details of the service contracts in relation to the executive directors and letters of
appointment in relation to the Chairman and non-executive director are:
Unexpired term
At 31 December Notice
2007 period
N Bettles – 1 year
I D Smith – 1 year
M S Abrahams 23 months Fixed term
J H Markham 2 months Fixed term
Mr R Harpum submitted his resignation and it was accepted by the Board of Directors
on 19 November 2007.
Mr N Bettles was appointed to the Board of Directors on 19 November 2007.
At a Board meeting on 19 February 2008 a letter of appointment was approved
extending Mr J H Markham’s appointment for a further two years to February 2010.
Mr Markham was not involved in this decision.
Remuneration of non-executive Directors
The remuneration for the non-executive directors is determined by the Board as a
whole and consists of fees for their services in connection with Board and Board
Committee meetings and, where relevant, for additional services such as chairing a
Board Committee. Non-executive directors do not participate in decisions about their
own remuneration. They are not eligible for a pension scheme membership or bonus
schemes but they do participate in the Company’s Share option scheme.
Remuneration Report 14
INDITHERM plc
Executive Remuneration Policy
The Committee endeavours to offer competitive remuneration packages which are
designed to attract, retain and incentivise executive directors and senior executives
with the experience and necessary skills to operate and develop the Company’s
business to their maximum potential, thereby delivering the highest level of return for
the shareholders. 
Consistent with this policy, benefits packages awarded to executives are intended to be
competitive and comprising a mix of non-performance related and performance
related remuneration designed to incentivise them, but not to detract from the goals of
corporate governance.
The targeted composition of each director’s remuneration is as follows:
Non Performance related Performance related
N Bettles 55% 45%
I D Smith 55% 45%
Remuneration Components for Executive Directors
Remuneration packages are reviewed each year to ensure that they are in line with the
Group’s business objectives. No director participates in decisions about their own
remuneration package.
The main components in determining pay are as follows:
● Basic salary/fees and benefits
The basic annual salary is subject to an annual review which takes into account the
performance of the Company and the individual. Benefits comprise the provision
of a vehicle allowance, private healthcare insurance and a death in service
insurance scheme.
● Annual performance related bonus
Demanding annual performance targets, which are consistent with both the short
and long term objectives for the business, are set for executive directors which
must be achieved before the bonus is payable. The target bonus for achievement
of the annual budget for these measures is 35% and the maximum potential
payment for the annual bonus is 50% of basic annual salary, excluding benefits in
kind and pension contributions.
● Pensions
Executive directors receive pension contributions of 5% of salary to a stakeholder
or money purchase scheme.
● Executive share options schemes
Share options are granted to executive directors to encourage them to deliver
sustained, long term growth. Except in exceptional circumstances, the value of
options granted in any year will not exceed one times basic salary and the total
value of options outstanding at time of grant will not exceed five times salary.
Remuneration Report (continued) 15
Directors’ Detailed Emoluments
The emoluments of the directors of the Company were as follows:
Compensation
for loss Pension Benefits 2007 2006
Salary of office contribution in kind Total Total
£’000 £’000 £’000 £’000 £’000 £’000
M S Abrahams 35––– 35 35
N Bettles* 10–11 12 –
R Harpum 102 110 5 12 229 123
J H Markham 23––– 23 23
I D Smith 88 – 4 13 105 99
111 111 111 111 111 111
258 110 10 26 404 280
222 222 222 222 222 222
*N Bettles’ salary and benefits are for the period as a director.
Contributions to a defined contribution pension scheme were paid on behalf of three
directors (2006: three) during the year.
Compensation for loss of office was paid in cash.
Interests in share options
Details of options held by directors are set out below:
Date of Option 2007 2006
Grant Price Number Number
M S Abrahams 10/12/01 97p 207,540 207,540
J H Markham 09/04/02 222p 30,000 30,000
N Bettles 21/12/07 10p 400,000 –
I D Smith 02/04/04 52.5p 100,000 100,000
I D Smith 21/12/07 10p 200,000 –
After an initial two year qualification period options are exercisable at any time up to
the tenth anniversary of the date of grant.
The market price of the Company’s share at 31 December 2007 was 8.75p: the range of
market prices during the year was 8.6p to 13.0p.
Directors’ Interests in Shares
On 15 January 2007 the directors subscribed to the following shares as part of the Cash
placing approved by the shareholders on 12 January 2007.
M S Abrahams 150,000
J H Markham 15,000
I D Smith 50,000
222
Mr R Harpum subscribed to 100,000 shares.
Remuneration Report (continued) The directors of the Company interests in the 1p ordinary shares of the Company at the
year end were:
2007 2006
M S Abrahams 301,546 151,546
J H Markham 29,366 14,366
N Bettles 4,444 4,444
I D Smith 54,444 4,444
222 222
There have been no post year end changes to these holdings.
All directors’ interests are beneficially held. 
JOHN H MARKHAM
Chairman, Remuneration Committee
27 March 2008
16
INDITHERM plc
Remuneration Report (continued) Company law requires the directors to prepare financial statements for each financial
year. Under that law the directors have prepared the Group and parent company
financial statements in accordance with International Financial Reporting Standards
(IFRSs) as adopted by the European Union. In preparing these financial statements, the
directors have also elected to comply with IFRSs, issued by the International
Accounting Standards Board (IASB). The financial statements are required by law to
give a true and fair view of the state of affairs of the Company and the Group and of
the profit or loss of the Group for that period.
In preparing those financial statements the directors are required to:
● Select suitable accounting policies and then apply them consistently;
● Make judgements and estimates that are reasonable and prudent;
● State that the financial statements comply with IFRSs as adopted by the European
Union; and
● Prepare the financial statements on the going concern basis, unless it is
inappropriate to presume that the Group will continue in business, in which case
there should be supporting assumptions or qualifications as necessary.
The directors confirm that they have complied with the above requirements in
preparing the financial statements.
The directors are responsible for keeping proper accounting records that disclose with
reasonable accuracy at any time the financial position of the Company and the Group
and to enable them to ensure that the financial statements and the directors’
remuneration report comply with the Companies Act 1985 and, as regards the Group
financial statements, article 4 of the IAS Regulation. They are also responsible for
safeguarding the assets of the Company and the Group and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the Group web site,
www.indithermplc.com. Legislation in the UK governing the preparation and
dissemination of financial statements may differ from legislation in other jurisdictions.
By order of the Board
IAN D SMITH
Finance Director and Company Secretary
27 March 2008
17
Statement of Directors’ Responsibilities 18
INDITHERM plc
The directors present their report together with the Group’s audited financial
statements for the year ended 31 December 2007.
Results and dividends
The consolidated income statement is set out on page 23 and shows the loss for the year.
As stated in previous years, the Board intends to devote the Company’s financial
resources to business development. This intention, which the Board believes is in the
best interest of the shareholders, has continued during 2007 and the Board does not
expect to declare a dividend during the Company’s continuing development.
Principal activity and business review
The principal activity of the Group is the manufacture, sale, installation and licensing
of specialised heating materials. A review of the Group’s development during the year
and its prospects are given in the Chairman’s Statement on page 4, the Chief
Executive’s Review on page 6 and the Financial Review on page 9.
Principal risks and uncertainties
The Group has a formal process for identifying principal risks and has a programme
for reviewing these risk as part of its monthly board meeting business. 
●
North American Medical sales development
●
Business growth rates
●
Polymer production and development programme
●
Attracting and retaining key staff
●
Liquidity
●
Patents infringement
Key Performance Indicators
The Board of Directors monitor the following key performance indicators in absolute
and relative terms:
2007 2006
Order growth rate (Year on year ) +30% +71%
Sales growth rate (Year on year) +19% +51%
Gross Margin % (Annual percentage) 43% +26%
Cash resources available £3,485k £1,747k
222 222
Directors
The directors of the Company who are serving at the end of the year are shown on
page 10. Mr R Harpum served as a director until 19 November 2007.
Report of the Directors
for the Year ended 31 December 2007 Substantial Interests
At 25 March 2008 the Company had been notified of the following interests (excluding
the interests of the directors), which amounted to 3% or more of the issued capital of
the Company.
Shareholder Number of Percentage
shares holding
Cazenove Fund Management Limited 11,568,500 22.6%
Invesco Perpetual AIN VCT plc 5,000,000 9.8%
Aviva plc 4,022,085 7.9%
First State 3,976,621 7.8%
Allianz Cornhill Insurance plc 3,800,000 7.4%
Pheonix VCT plc 3,400,000 6.7%
Equator UK Equity OEIC Fund 2,175,000 4.2%
AXA Investment Managers Limited 2,127,085 4.2%
Patrick O’Grady 1,849,536 3.6%
Lattice Group Pension Scheme 1,760,000 3.4%
AIM Realisation Fund Limited 1,630,000 3.2%
222 222
Creditor payment policy and practice
It is the Group’s policy to settle all trade creditors within the normal commercial terms
of trade agreed with each supplier. The number of days’ purchases represented by the
Group and Company trade creditors at the year end was 54 (2006: 42).
Research and development
The Group continues to invest in research and development, in order to increase our
product offering and improve the effectiveness of our technology, the costs of which
have been expensed to the Income Statement.
Financial instruments
The Group’s financial instruments comprise cash and various items such as trade
receivables, trade payables etc. that arise directly from its operations. The main
purpose of these financial instruments is to finance the Group’s operations. The
amount of foreign currency held is not considered to be material and the Group does
not consider the use of derivatives as appropriate.
The main risk arising from the Group’s financial instruments is liquidity risk. The
Group ensures that it has sufficient cash resources available to meet all short term cash
requirements and to meet its capital expenditure programme for the foreseeable future. 
At present the directors do not believe that the Group has significant interest rate risks
and consequently does not hedge against such risk. Hitherto the Group has not had
significant foreign currency risk but with the increasing levels of exporting,
particularly pertaining to the sales to Smiths Medical the Board has approved a foreign
currency hedging policy. This policy aims to protect gross margins when viewed in
Sterling terms. The policy allows the use of spot and forward foreign exchange
contracts, but does not allow the use of derivative instruments. The Board keeps these
risks under regular review.
Further information on financial instruments is set out in note 14.
19
Report of the Directors (continued) Indemnification of directors
The directors’ Contracts of Employment and Letters of Appointment do not indemnify
directors. The Company provides Directors and Officers Insurance cover for £5,000,000
and is contractual committed to provide cover for the period of service and six years
thereafter.
Auditors’ information
In so far as the directors, individually, are aware;
● There is no relevant audit information of which the Group and the Company’s
auditor is unaware; and 
● The directors have taken all steps that they ought to have taken to make
themselves aware of any relevant audit information and to establish that the
auditor is aware of that information.
Re-appointment of auditors
During the year Tenon Audit Limited resigned as auditors. The directors appointed
PricewaterhouseCoopers LLP to fill the vacancy. PricewaterhouseCoopers LLP have
expressed their willingness to continue in office and a resolution to re-appoint them
will be proposed at the Annual General Meeting.
Special business
● Resolution 5 in the Notice of Annual General Meeting on page 48 renews the
authority of the directors to allot relevant securities. The nominal amount of
securities to which the authority relates is £25k, which represents approximately
5% of the Company’s current issued share capital. Such authority will expire at the
conclusion of the Annual General Meeting next following the passing of this
Resolution or if earlier fifteen months after the date of this Ordinary Resolution.
The directors have no present intention of exercising this authority.
● Resolution 6 waives the statutory pre-emption rights under s.89 of the Companies
Act 1985 in respect of the allotment of equity securities for cash. The nominal
amount of equity securities which may be issued without being offered to existing
shareholders is £25k, as noted above for Resolution 5. There is no present intention
to make any such allotment of equity securities, but the directors consider it
desirable to maintain the flexibility afforded by this power.
● The directors believe that both of the above Resolutions are in the best interests of
the Company and shareholders and they therefore recommend shareholders’ to
vote in favour of the Resolutions.
By order of the Board
IAN D SMITH
Secretary
27 March 2008
20
INDITHERM plc
Report of the Directors (continued) We have audited the group and parent company financial statements (the ‘’financial
statements’’) of Inditherm plc for the year ended 31 December 2007 which comprise the
Consolidated Income Statement, the Group and Parent Company Statements of
Changes in Equity, the Consolidated and Parent Company Balance Sheets, the
Consolidated and Parent Company Cash Flow Statements and the related notes. These
financial statements have been prepared under the accounting policies set out therein. 
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the Annual Report and the financial
statements in accordance with applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union are set out in the Statement of
Directors’ Responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal
and regulatory requirements and International Standards on Auditing (UK and
Ireland). This report, including the opinion, has been prepared for and only for the
company’s members as a body in accordance with Section 235 of the Companies Act
1985 and for no other purpose. We do not, in giving this opinion, accept or assume
responsibility for any other purpose or to any other person to whom this report is
shown or into whose hands it may come save where expressly agreed by our prior
consent in writing.
We report to you our opinion as to whether the financial statements give a true and fair
view and have been properly prepared in accordance with the Companies Act 1985. We
also report to you whether in our opinion the information given in the Directors’
Report is consistent with the financial statements. The information given in the
Directors’ Report includes that specific information presented in the Chairman’s
Statement, the Chief Executive’s Review and the Financial Review that is cross referred
from the Business Review section of the Directors’ Report.
In addition we report to you if, in our opinion, the company has not kept proper
accounting records, if we have not received all the information and explanations we
require for our audit, or if information specified by law regarding directors’
remuneration and other transactions is not disclosed.
We read other information contained in the Annual Report and consider whether it is
consistent with the audited financial statements. The other information comprises only
Inditherm at a Glance, Inditherm – Target Markets, Directors and Advisers, the
Chairman’s Statement, the Chief Executive’s Review, the Financial Review, Directors
and Board Committees, the Statement of Corporate Governance, the Remuneration
Report, the Statement of Directors’ Responsibilities, the Directors’ Report and the Five
Year Summary. We consider the implications for our report if we become aware of any
apparent misstatements or material inconsistencies with the financial statements. Our
responsibilities do not extend to any other information.
21
Independent Auditors’ Report to the Members of
Inditherm plc  Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK
and Ireland) issued by the Auditing Practices Board. An audit includes examination,
on a test basis, of evidence relevant to the amounts and disclosures in the financial
statements. It also includes an assessment of the significant estimates and judgments
made by the directors in the preparation of the financial statements, and of whether the
accounting policies are appropriate to the group’s and company’s circumstances,
consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with sufficient
evidence to give reasonable assurance that the financial statements are free from
material misstatement, whether caused by fraud or other irregularity or error. In
forming our opinion we also evaluated the overall adequacy of the presentation of
information in the financial statements.
Opinion
In our opinion:
● the group financial statements give a true and fair view, in accordance with IFRSs
as adopted by the European Union, of the state of the group’s affairs as at
31 December 2007 and of the group’s loss and cash flows for the year then ended;
● the parent company financial statements give a true and fair view, in accordance
with IFRSs as adopted by the European Union as applied in accordance with the
provisions of the Companies Act 1985, of the state of the parent company’s affairs
as at 31 December 2007 and cash flows for the year then ended;
● the financial statements have been properly prepared in accordance with the
Companies Act 1985; and
● the information given in the Directors’ Report is consistent with the financial
statements.
PricewaterhouseCoopers LLP
Chartered Accountants 
and Registered Auditor
Leeds
27 March 2008
22
INDITHERM plc
Independent Auditors’ Report to the Shareholders of
Inditherm plc (continued) 23
2007 2006
Notes £’000 £’000
T urnover 2 1,861 1,564
Cost of sales (1,055) (1,155)
111 111
Gross profit 806 409
Administrative expenses (1,733) (1,648)
Operating loss before exceptional items (799) (1,087)
Exceptional administrative expenses 4 (128) (152)
Operating loss (927) (1,239)
Finance income 5 215 84
Finance costs 5 (2) (1)
111 111
Loss on ordinary activities before taxation (714) (1,156)
Taxation credit from loss on ordinary activities 6 15 24
111 111
Deficit for the year attributable to equity holders (699) (1,132)
222 222
Loss per share – basic and diluted 7 (1.4)p (5.4)p
All amounts relate to continuing activities.
Consolidated Income Statement
for the Year ended 31 December 2007 Share Share based
Share premium Other payment Retained
capital account reserve reserve earnings Total
£’000 £’000 £’000 £’000 £’000 £’000
At 1 January 2006 211 7,423 50 60 (4,905) 2,839
Loss for the year –––– (1,132) (1,132)
111 111 111 111 111 111
At 31 December 2006 211 7,423 50 60 (6,037) 1,707
Loss for the year –––– (699) (699)
Issue of shares 300 2,700––– 3,000
Expenses of share issue – (194) – – – (194)
111 111 111 111 111 111
At 31 December 2007 511 9,929 50 60 (6,736) 3,814
222 222 222 222 222 222
24
INDITHERM plc
Consolidated Statement of Changes in
Shareholder Equity
Share Share based
Share premium Other payment Retained
capital account reserve reserve earnings Total
£’000 £’000 £’000 £’000 £’000 £’000
At 1 January 2006 211 7,423 50 60 (4,001) 3,743
Loss for the year –––– (1,132) (1,132)
111 111 111 111 111 111
At 31 December 2006 211 7,423 50 60 (5,133) 2,611
Loss for the year –––– (1,618) (1,618)
Issue of shares 300 2,700––– 3,000
Expenses of share issue – (194) – – – (194)
111 111 111 111 111 111
At 31 December 2007 511 9,929 50 60 (6,751) 3,799
222 222 222 222 222 222
Statement of Changes in Shareholder Equity – Company 2007 2006
Notes £’000 £’000
Assets
Non-current assets
Property, plant and equipment 8 162 209
Intangible assets 9 15 29
111 111
177 238
111 111
Current assets
Inventories 11 192 121
Trade and other receivables 12 597 267
Tax recoverable 39 24
Cash and cash equivalents 3,485 1,747
111 111
4,313 2,159
222 222
Liabilities
Current liabilities
Trade and other payables 13 (622) (583)
111 111
(622) (583)
111 111
Net current assets 3,691 1,576
Non-current liabilities
Provisions for liabilities and charges 16 (54) (107)
111 111
Net assets 3,814 1,707
222 222
Shareholders’ equity
Called up share capital 17 511 211
Share premium account 9,929 7,423
Other reserve 50 50
Share based payment reserve 60 60
Retained earnings (6,736) (6,037)
111 111
Total equity 3,814 1,707
222 222
The financial statements were approved by the Board of Directors on 27 March 2008 and signed on
its behalf by:
N BETTLES I D SMITH
Director Director
25
Consolidated Balance Sheet
as at 31 December 2007 26
INDITHERM plc
2007 2006
Notes £’000 £’000
Assets
Non-current assets
Property, plant and equipment 8 162 209
Investments in subsidiaries 10 – –
Amounts due from subsidiary – 933
111 111
162 1,142
111 111
Current assets
Inventories 11 192 121
Trade and other receivables 12 597 267
Tax receivable 39 24
Cash and cash equivalents 3,485 1,747
111 111
4,313 2,159
111 111
Liabilities
Current liabilities
Trade and other payables 13 (622) (583)
111 111
(622) (583)
111 111
Net current assets 3,691 1,576
Non-current liabilities
Provisions for liabilities and charges 16 (54) (107)
111 111
Net assets 3,799 2,611
222 222
Shareholders’ equity
Called up share capital 17 511 211
Share premium account 9,929 7,423
Other reserve 50 50
Share based payment reserve 60 60
Retained earnings (6,751) (5,133)
111 111
Total equity 3,799 2,611
222 222
The financial statements were approved by the Board of Directors on 27 March 2008 and signed on
its behalf by:
N BETTLES I D SMITH
Director Director
Company Balance Sheet
at 31 December 2007 2007 2006
Notes £’000 £’000
Cash flow from operating activities
Cash used in operations 18 (1,257) (999)
Interest received 215 84
Interest paid (2) –
Interest element of hire purchase payments – (1)
Taxation – 40
111 111
Net cash outflow from operating activities (1,044) (876)
222 222
Cash flow from Investing activities
Purchase of property, plant and equipment (25) (19)
Sale of property, plant and equipment 1 –
Sale of investment – 284
111 111
Net cash (used in)/generated from investing activities (24) 265
222 222
Cash flow from financing activities
Issue of shares 3,000 –
Share Issue expenses (194) –
Capital element of hire purchase payments – (5)
111 111
Net cash generated from/(used in) financing activities 2,806 (5)
222 222
Net increase/(decrease) in cash and cash equivalents 1,738 (616)
Cash and cash equivalents at the beginning of the period 1,747 2,363
111 111
Cash and cash equivalents at the end of the period 3,485 1,747
222 222
27
Consolidated and Company Cash Flow Statement
for the Year ended 31 December 2007 28
INDITHERM plc
1 Accounting Policies
Basis of preparation
The principal accounting policies adopted in the preparation of these financial
statements, which have been applied consistently to all periods presented, are set out
below. The Group’s financial statements have been prepared for the first time in
accordance with International Financial Reporting Standards (IFRS). Previously, the
group has prepared its accounts using UK Generally Accepted Accounting Principals
(UK GAAP). Inditherm’s effective date of transition to IFRS is 1 January 2006 (the start
of its 2006 financial year). An explanation of how the transition from UK GAAP to IFRS
has affected the Group’s previously reported financial position, financial performance
and cash flows is given below.
The financial statements have been prepared in accordance with International
Financial Reporting Standards, International Financial Reporting Interpretations
Committee (IFRIC) interpretations and with those parts of the Companies Act 1985
applicable to companies reporting under IFRS. The standards used are those published
by the International Accounting Standards Board (IASB) and endorsed by the EU at the
time of preparing these statements. The financial statements are prepared under the
historical cost convention, except for share based payments and derivative financial
instruments which are measured at fair value. 
Transitional arrangements
On transition to IFRS, an entity is generally required to apply IFRS retrospectively,
except where an exemption is available under IFRS 1. The Group has adopted the IFRS
1 exemption in relation to business combinations and will only apply IFRS 3 ‘Business
combinations’ prospectively from 1 January 2006, with no restatement of previous
business combinations.
Impact of transition to IFRS
The transition from UK GAAP to IFRS has not resulted in any changes to the
previously reported net losses or net equity of the group. There are presentational
changes arising from the move to IFRS, which have been dealt with using IAS 1
‘Presentation of Financial Statements’.
The presentational changes are generally not significant, the most significant difference
being that the format of the group’s cash flow statement has changed from reconciling
the opening to closing cash held at bank and in hand to reconciling the opening to
closing cash and cash equivalents. 
The adoption of IFRS does not impact the Group’s strategy or commercial decisions.
Basis of consolidation
The financial statements of the Group consolidate the financial statements of Inditherm
plc and its subsidiary undertakings up to 31 December 2007 using acquisition
accounting. The results of subsidiary undertakings acquired during a financial period
are included from the effective date of acquisition. All intra-group transactions,
balances, income and expenses are eliminated on consolidation.
Notes forming part of the financial statements
for the Year ended 31 December 2007 29
1 Accounting Policies (continued)
Basis of consolidation (continued)
The Company has taken advantage of the exemption under Section 23 of the
Companies Act 1985 and has not presented its own income statement. The loss after
taxation of for the year dealt with in the accounts of the parent company was £1,618,000
(2006: £1,132,000 loss).
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 one half
of the voting rights.
Accounting estimates and judgements
The preparation of these financial statements requires management to make estimates
and judgements that affect the reported amounts of assets and liabilities at the date of
the financial statements and the reported amounts of revenue during the reporting
period. Actual results could differ from these estimates. Information about such
judgements and estimates is contained in individual accounting policies.
Key sources of estimation uncertainty that could cause an adjustment to be required to
the carrying amount of asset or liabilities within the next accounting period are:
● Revenue recognition and assessment on long term contract performance;
● Warranty provisions; and
● Allowances against the valuation of inventories.
New accounting standards and IFRIC interpretations
The following standards and interpretations to existing standards are mandatory for
accounting periods beginning on or after 1 January 2007 but are not relevant to the
Group or Company’s operations:
● IFRS 4 ‘Insurance contracts’;
● IFRIC 7 ‘Applying the restatement approach under IAS 29, ‘Financial reporting in
hyper-inflationary economies’; and
● IFRIC 9 ‘Re-assessment of embedded derivatives’.
The following standards and interpretations to existing standards have been published
but are not mandatory for the year ended 31 December 2007 and consequently have
not been adopted by the Group or Company in the year:
● IAS 23 (Amendment) ‘Borrowing costs’;
● IFRS 8 ‘Operating segments’;
● IFRIC 11 ‘IFRS 2 – Group and treasury share transaction’;
● IFRIC 12 ‘Service concession arrangements’;
● IFRIC 13 ‘Customer loyalty programmes’; and
● IFRIC 14 ‘IAS 19 – The limit on a defined benefit asset, minimum funding
requirements and their interaction’.
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2007 30
INDITHERM plc
1 Accounting Policies (continued)
New accounting standards and IFRIC interpretations (continued)
The above standards or interpretations are either not relevant to the Group or
Company or are not expected to have a significant impact on the Group or Company’s
financial statements.
No standards have been adopted early by the Group or Company.
Turnover and recognition of income
Turnover comprises the fair value of the consideration received or receivable from the
sale of goods and services in the ordinary course of the Group’s activities. Turnover is
shown net of value added tax, returns, rebates and discounts. Turnover is recognised
when title of the goods passes to the customer or when the services have been
provided.
Turnover and attributable profit on long-term contracts is recognised according to the
percentage of estimated total contract value completed, provided that the outcome of
the contract can be assessed with reasonable certainty . Amounts recognised as turnover
in respect of work done but not yet billed are included within work in progress. Costs
incurred, including an appropriate allocation of overheads, in respect of long term
contracts are included in work in progress net of progress payments received and
provisions for foreseeable losses. Provision is made in full for any losses as soon as they
can be foreseen. Any payments on account or provisions for foreseeable losses in excess
of contract balances are included in current liabilities.
Exceptional items
Exceptional items are non-recurring and/or material items which are either outside of
the group’s ordinary activities or that due to their size or nature require separate
disclosure in order for the financial statements to provide a better indication of the
underlying results of the business. 
Employee benefits
The 5roup operates a stakeholder pension scheme and contributions are also paid into
employees’ personal pension schemes. Contributions are charged to the income
statement in the period in which they become payable. The Group has no further
payment obligations once the contributions have been paid.
Share-based incentives
The Group issues equity settled share options to certain employees. These are
measured at fair value at the date of grant and recognised as an expense in the income
statement over the period over the vesting period based upon the Group’s estimate of
the number and value of options that will eventually vest. The fair value is determined
by using the Black-Scholes options pricing model.
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2007 1 Accounting Policies (continued)
Research and development costs
Research expenditure is written off in the year in which it is incurred. Development
expenditure is charged to the income statement in the year in which it is incurred unless
it meets the criteria for capitalisation in IAS 38 ‘Intangible assets’. Measurement and
other uncertainties generally mean that such criteria are not met. Where the criteria are
met, intangible assets are capitalised and amortised over their useful economic lives
which is 10 years.
Leases
Payments made under operating leases, net of any incentives received from the lessor,
are charged to the income statement on a straight line basis over the period of the lease. 
Assets acquired under hire purchase contracts are capitalised in the balance sheet and
depreciated over the shorter of the lease term or their expected useful lives. The capital
element of future lease payments are included in liabilities. The interest element is
charged to the income statement over the term of the contract.
Foreign currency transactions and balances
Foreign currency transactions are translated using exchange rates prevailing at the date
of the transactions. Assets and liabilities are translated at exchange rates ruling at the
end of each financial period, gains and losses on retranslation are recognised in the
income statement.
Property, plant and equipment
Property, plant and equipment is stated at cost net of accumulated depreciation and any
provision for impairment. Cost comprises purchase cost together with any incidental
costs of acquisition. Depreciation is provided to write off the cost less the estimated
residual value of the tangible fixed assets by equal instalments over their estimated
useful economic lives. The asset’s residual values and useful economic lives are
reviewed, and adjusted as appropriate, at each balance sheet date. The following rates
are applied:
Fixtures and fittings – 10%-25% per annum
Motor vehicles – 25% per annum
Plant, machinery and office equipment – 20%-33% per annum
Intangible assets
Intangible assets are recognised if it is possible that there will be future economic
benefits attributable to the asset, the cost of the asset can be measured reliably, the asset
is separately identifiable and there is control over the use of the asset. The cost of assets
is amortised over the period over which the Group expects to benefit from these assets.
Provision is made for any impairment in value if applicable.
Purchased intellectual property rights are capitalised and amortised over the directors’
estimate of their useful economic life of 10 years.
31
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2007 1 Accounting Policies (continued)
Impairment of non-financial assets
Assets that are subject to amortisation are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be recoverable. An
impairment loss is recognised for the amount by which the asset’s carrying amount
exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair
value less costs to sell and value in use. Non-financial assets other than goodwill that
suffered an impairment are reviewed for possible reversal of the impairment at each
reporting date.
Taxation
The current income tax charge is calculated on the basis of the tax laws enacted or
substantively enacted at the balance sheet date, together with any adjustment in respect
of previous years.
Deferred taxation is recognised, using the full liability method, on temporary differences
arising between the tax bases of assets and liabilities and their carrying amount in the
consolidated financial statements. Deferred taxation is determined using tax rates (and
laws) that have been enacted, or substantially enacted, by the balance sheet date, and are
expected to apply when the related deferred taxation asset is realised or deferred
taxation liability is settled. 
Deferred taxation assets are recognised only to the extent that it is probable within a
reasonable period that future taxable profits will be available against which the
temporary differences can be utilised.
Inventories
Inventories which include raw materials and work in progress are stated at the lower of
cost and net realisable value. Cost comprises direct material and, where applicable,
direct labour costs and those overheads that have been incurred in bringing inventories
to their present location and condition. Raw materials are valued on a first in first out
basis.
Net realisable value is based on estimated selling price less additional costs to
completion or disposal. Allowance is made for obsolete, defective and slow moving
items based on estimated future usage.
Trade and other receivables
Trade and other receivables are stated at cost less provisions for impairment, where
appropriate. Provision for impairment of trade receivables is established when there is
evidence that the Group will not be able to collect all amounts due. The amount of the
provision is the difference between the asset’s carrying amount and the cash flows
expected to be received.
Investments
Investments held as non-current and current assets are stated at cost less provision for
any impairment in value.
32
INDITHERM plc
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2007 33
1 Accounting Policies (continued)
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held on call with banks, other
short term highly liquid investments with original maturities of three months or less,
and bank overdrafts. Bank overdrafts are shown within borrowings on the balance
sheet. 
Derivative financial instruments
Derivative financial instruments are initially recognised at fair value on the date a
contract is entered into and are subsequently re-measured at their fair value at each
balance sheet date. The resulting gain or loss is recognised directly in the income
statement. The Group does not apply hedge accounting in respect of its financial
instruments, nor does it trade in any financial instruments.
Trade Payables
Trade payables are recognised initially at fair value and subsequently measured at
amortised cost using the effective interest method.
Grants 
Revenue based grants are credited to the income statement against related expenditure
whilst grants of a capital nature are treated as deferred income and are transferred to the
income statement over the expected useful lives of the relevant assets. 
Provisions
Provisions for liabilities are made where the timing or amount of settlement is uncertain.
Aprovision is recognised when: the Group has a present legal or constructive obligation
as a result of past events; it is probable that an outflow of resources will be required to
settle the obligation; and the amount can be reliably estimated. Provisions are not
discounted.
Warranty provision
The performance of products is warranted against clearly defined performance
specifications established by reference to the technical and development testing carried
out at the manufacturing facility in Wath upon Dearne and in the field. The estimated
cost of work to be performed under warranty on items sold by the Group is provided
for when the above criteria are met.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the
issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2007 34
INDITHERM plc
1 Accounting Policies (continued)
Segmental reporting
A business segment is a group of assets and operations engaged in providing products
or services that are subject to risks and returns that are different from those of other
segments. A geographical segment is engaged in providing products or services within
a particular economic environment that are subject to risks and returns that are different
from those of segments operating in other economic environments. 
The Group’s primary reporting segment is by business segment. The Group’s secondary
reporting segment is geographical by country of destination. 
2 Segmental analysis
The Group has only one business segment, which is its principal activity, being the
manufacture, sale and installation of specialised heating products. The Group’s
operations are based in the United Kingdom. All revenue, losses and net assets of the
Group are wholly attributable to that business segment and that geographical region. 
Analysis of turnover by geographical destination:
2007 2006
£’000 £’000
United Kingdom 1,333 1,282
USA 275 5
Rest of World 253 277
111 111
1,861 1,564
222 111
3 Employees
Group and Company 2007 2006
Aggregate employee costs are as follows: £’000 £’000
Wages and salaries 1,086 1,024
Social security costs 128 112
Pension costs – defined contribution schemes 19 24
Compensation for loss of office 110 20
Share based payment – –
111 111
1,343 1,180
222 111
Average number of persons including executive directors 2007 2006
employed: Number Number
Management and administration 4 4
Sales 10 8
Development 3 2
Production 18 16
111 111
35 30
222 111
Details of directors’ remuneration are set out in the Remuneration Report on page 15
which form part of the financial statements. 
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2007 4Operating loss
2007 2006
£’000 £’000
Operating loss has been arrived at after charging/(crediting):
Depreciation of property, plant and equipment – owned assets 72 75
Depreciation of assets held under hire purchase contracts – 5
Amortisation of intangible fixed assets 14 14
Profit on disposal of property, plant and equipment (1) –
Operating lease costs – plant and machinery – 2
– other operating leases 107 71
Profit on sale of investment – (34)
Grant income (25) (61)
Research and development costs 66 101
111 111
Auditors’ remuneration
For audit services 23 14
For non-audit services – tax fees 3 3
For non-audit services – accounting advice 10 6
111 111
Total – Auditors’ remuneration 36 23
111 111
Exceptional costs:
– Provision for costs of upgrading patient warming systems – 75
– Corporate finance advice and support – 57
– Compensation for loss of office and associated costs 128 20
111 111
Total – Exceptional costs 128 152
111 111
5 Net finance income
2007 2006
£’000 £’000
Finance income
Bank interest receivable 215 84
222 111
Finance costs
Bank interest payable (2) –
Hire purchase charges – (1)
111 111
(2) (1)
222 111
35
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2007 36
INDITHERM plc
6Taxation 
(a) Analysis of credit in year
2007 2006
£’000 £’000
Current tax:
UK corporation tax credit 15 24
222 111
(b) Factors affecting tax charge for year 
The tax assessed for the year is different from the expected rate of corporation tax. The
differences are explained below:
2007 2006
£’000 £’000
Loss on ordinary activities before taxation (714) (1,156)
222 111
Loss on ordinary activities multiplied by expected rate
of corporation tax of 19% (2006: 19%) (135) (220)
Effects of:
Expenses not deductable for tax purposes 20 –
Depreciation in excess of capital allowances not recognised
as deferred tax asset 6 17
Research and development tax credit (15) (24)
Trading losses carried forward 109 203
111 111
(15) (24)
222 111
(c) Factors that may affect future tax charges
Following the approval of the 2007 Finance Bill, there will be a phased increase in the
small companies’ corporation tax rate from 19% to 22% by financial year 2009/2010.
The Group has tax losses estimated at £5,573,000 (2006: £5,182,000) available for relief
against future trading profits.
(d) Deferred taxation
The group has the following potential deferred tax assets which have not been
recognised:
2007 2006
£’000 £’000
Accelerated capital allowances and other timing differences 39 45
Losses 1,226 985
111 111
1,265 1,030
222 111
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2007 37
7 Loss per share
The calculation of loss per ordinary share is based on losses of £699,000 (2006:
£1,132,000) and on a weighted average of 49,821,862 (2006: 21,112,581) ordinary shares
in issue during the year. The share options are anti-dilutive due to the loss in the year.
8 Property, plant and equipment 
Plant,
machinery,
Fixtures and Office Motor 2007 2006
fittings equipment vehicles Total Totals
Group and Company £’000 £’000 £’000 £’000 £’000
Cost
At 1 January 2007 235 144 119 498 479
Additions 7 18 – 25 19
Disposals – – (36) (36) –
111 111 111 111 111
At 31 December 2007 242 162 83 487 498
111 111 111 111 111
Amortisation
At 1 January 2007 116 84 89 289 209
Provided in the year 26 28 18 72 80
Disposals – – (36) (36)
111 111 111 111 111
At 31 December 2007 142 112 71 325 289
111 111 111 111 111
Net book amount
At 31 December 2007 100 50 12 162 209
222 222 222 222 222
At 31 December 2006 119 60 30 209
111 111 111 111
The net book value of tangible fixed assets includes an amount of £nil (2006: nil) in
respect of assets held under hire purchase contracts.
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2007 9 Intangible assets
Group
2007 2006
Intellectual property rights £’000 £’000
Cost
At 1 January 2007 and 31 December 2007 136 136
222 111
Amortisation
At 1 January 2007 107 93
Provided in the year 14 14
111 111
At 31 December 2007 121 107
222 111
Net book amount
At 31 December 2007 15 29
111 111
At 31 December 2006 29
2 22 22 2
10 Investments in subsidiaries – company
Investment in subsidiaries at cost: £
At 1 January 2007 and 31 December 2007 104
2 22 22 2
Inditherm plc has the following wholly owned subsidiaries registered and operating in
England and Wales:
Name Nature of business Class of share
Inditherm (Medical) Limited Holding company for intellectual
property rights Ordinary
Inditherm (UK) Limited Dormant Ordinary
Inditherm Construction Limited   Dormant Ordinary
11 Inventories
2007 2006
Group and Company £’000 £’000
Raw materials 157 113
Work in progress 35 8
111 111
192 121
222 111
Inventories are presented net of provisions for write downs, based on management’s
estimate of net realisable value. The amount charged to the income statement in respect
of write downs of inventories was £21k (2006: £50k). The amount credited to the
income statement in respect of reversals of write downs was £9k (2006: £2k). The cost
of inventories recognised as an expense and included in cost of sales was £522k (2006:
£369k). 
38
INDITHERM plc
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2007 12 Trade and other receivables
2007 2006
Group and Company £’000 £’000
Trade receivables 519 233
Amounts recoverable on contracts 16 –
Other receivables 12 9
Prepayments and accrued income 50 25
111 111
597 267
222 111
Trade and other receivables are non-interest bearing. There is no material difference
between the carrying amount and the fair value of trade and other receivables. 
Trade receivables are presented net of provision for doubtful trade receivables of £5k
(2006: £25k), all provisions for doubtful debts are against specific customers accounts.
Movements on the Group and Company provision for impairment of trade receivables
are as follows:
2007 2006
Group and Company £’000 £’000
At 1 January 25 82
Provision made for impaired receivables 2 19
Unused provision reversed (22) –
Receivables written off during the year as uncollectable – (76)
111 111
At 31 December 5 25
222 111
Other receivable balances do not contain impaired assets.
At 31 December 2007 trade receivables of £8k (2006: £30k) were impaired. The amount
of provision was £5k (2006: £25k). The debt that is impaired at the year end dates from
2003 and is subject to a monthly payment plan linked to take off of product on a cash
upon delivery arrangement.
The ageing of these receivables is as follows:
2007 2006
Group and Company £’000 £’000
Under one year – 19
Over one year 8 11
111 111
8 30
222 111
39
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2007 12 Trade and other receivables (continued)
At 31 December 2007 trade receivables of £240k (2006: £146k) were past due but not
impaired. These receivable balances are not considered impaired because the balances
have been acknowledged as payable by customers and are within credit limits set up
for the respective customer. The ageing of these receivables is as follows:
2007 2006
Group and Company £’000 £’000
Up to three months 224 125
Three to twelve months 16 21
111 111
240 146
222 111
The carrying value of receivables that would have been past due or impaired, but
whose terms have been renegotiated is £nil (2006: £nil).
Receivables that are neither past due or impaired are within credit limits for the
respective customer and having made reasonable enquiries the directors are not aware
of any reasons that indicate the amounts due are disputed or not collectable.
The maximum exposure to credit risk at the reporting date is the fair value of each class
of receivable shown above. The Group does not insurance debtors or hold any
collateral as security. 
The carrying amounts of the Group’s and Company’s receivables are denominated in
the following currencies:
Group and Company 2007 2006
£’000 £’000
Pounds sterling 519 266
US Dollar 74 –
Euro 4 1
111 111
597 267
222 111
The Company’s receivable due from subsidiary of £919k (2006: £933k) has been
impaired during the year.
40
INDITHERM plc
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2007 13   Trade and other payables: 
2007 2006
Group and Company £’000 £’000
Trade payables 192 203
Other payables 4 87
Other taxes and social security 90 33
Accruals 156 50
Payments due to Pegasus under contract 180 210
111 111
622 583
222 222
The payments due to Pegasus arose from the agreement with Pegasus Limited dated
24 September 2003 whereby Inditherm reacquire the distribution rights for its range of
heated medical mattresses in exchange for a 10% Royalty payable in respect of
qualifying medical sales for the four year period ending 23 September 2007, with a
minimum payment of £250,000. The balance due at the end of the 4 year period was
£180,000.
Trade and other payables are non-interest bearing. There is no material difference
between the carrying amount and the fair value of trade and other payables.
14 Financial risk management
The Group’s financial instruments comprise cash and various items such as trade
receivables, trade payables etc. that arise directly from its operations. The main
purpose of these financial instruments is to finance the Group’s operations. The
policies to address the risks associated with the Group’s financial instruments are
reviewed and approved by the Board, a summary of the risks is set out below.
Liquidity risk
In the normal course of business the group is exposed to liquidity risk. The Group’s
objective is to ensure that sufficient resources are available to fund short term working
capital and longer term strategic requirements. This is achieved through the use of an
appropriate mix of short, medium and long term deposits and investments.
The Group’s financial liabilities all fall due within one year.
Credit risk
Credit risk principally arises on cash deposits and trade receivables. The credit risk
arising on cash deposits is limited because the counterparties are financial institutions
with high credit ratings assigned by international credit rating agencies. The credit risk
arising on trade receivables is assessed on each individual customer taking into
account independent ratings, its financial position, past experience and other factors. 
41
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2007 14 Financial risk management (continued)
Interest rate risks
The Group does not believe that it is exposed to significant interest rate risk and
consequently does not hedge against them. The Board keeps these risks under regular
review. 
Foreign currency risks
The Board keeps this risk under regular review. In 2007 the Group did not believe that
in the forthcoming year the exposure to foreign currency risk was significant and
consequently did not hedge against these risks through forward foreign exchange
contracts or derivatives. 
It is recognised that the company will have a growing exposure to the US Dollar as
export levels rise and it will become appropriate to use spot and forward foreign
exchange contracts as part of its strategy for foreign currency risk management. 
The amount of foreign currency held is not considered to be material and the directors
do not consider the use of derivatives as appropriate. 
The fair values of the financial assets and liabilities are not materially different from
their book values.
15  Capital risk management
The Group establishes credit limits for all financial instruments taking into account
independent ratings, past experience and other factors. The Group’s investment policy
is to invest in fixed rate/low risk investments where the capital element is not at risk to
market changes. The capital risk of cash deposits is further reduced by spreading
investment across a number of banks. 
16 Provision for liabilities 
Movements in the provision are as follows:
Warranty
provision 
£’000
At 1 January 2007 107
New provision charged to the income statement 37
Provision utilised during the year (59)
Provision not required released during the year (31)
111
At 31 December 2007 54
2 22 22 2
Provisions are expected to be utilised within one year.
42
INDITHERM plc
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2007 17 Share capital 
2007 2007 2006 2006
Number £’000 Number £’000
Issued, called up and fully paid
Ordinary shares of 1p each 51,112,581 511 21,112,581 211
1111 111 1111 111
Authorised share capital
Ordinary shares of 1p each 78,000,000 780 78,000,000 780
Preference shares of £1 each 220 220
111 111
1,000 1,000
222 222
On 15 January 2007 the Company issued 30,000,000 new ordinary shares of 1p each for
a cash consideration of 10p per share. The Company received £2.8m net of expenses.
18 Reconciliation of operating loss to net cash outflow from operating activities
Group Company
2007 2006 2007 2006
£’000 £’000 £’000 £’000
Operating loss (927) (1,239) (1,846) (1,239)
Profit on disposal of current
asset investment – (34) – (34)
Profit on disposal of property, plant
and equipment (1) – (1) –
Depreciation and amortisation 86 94 72 80
Decrease in amounts due from subsidiary – – 933 14
(Increase)/decrease in inventories (71) 79 (71) 79
Increase in trade and
other receivables (330) (15) (330) (15)
Increase in trade and other payables 39 277 39 277
Decrease in provisions (53) (161) (53) (161)
111 111 111 111
Net cash outflow from operating activities (1,257) (999) (1,257) (999)
222 222 222 222
19 Commitments under operating leases
Outstanding commitments for future minimum lease payments under non-cancellable
operating leases fall due as follows:
Land and buildings Other
Group and Company 2007 2006 2007 2006
£’000 £’000 £’000 £’000
Within one year 71 71 35 6
In the second to fifth years inclusive 286 286 44 8
After five years 298 369––
111 111 111 111
655 726 79 14
222 222 222 222
43
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2007 20 Contingent liabilities
The Company received revenue and capital grants totalling £133,000 in 2003 and 2004,
of which £6,663 has been recognised in the current year (2006: £6,663). The grant may
become repayable, under certain conditions, if various targets are not achieved. The
Directors do not expect any loss to arise.
Included within cash and cash equivalents is a deposit for £250,000 which is used as
collateral for bank facilities provided by HSBC plc. Bank facilities provided by HSBC
plc include a bank guarantee issued to Highbridge (Houndhill) Industries Limited for
£142,920, being a rolling two years’ rent on the manufacturing facility at Rotherham.
During the normal course of business the Company offers warranties against clearly
defined performance specifications.
21 Share based payments
The Company has issued equity settled share options to its directors. After an initial
two year qualification period, options are exercisable at any time up to the tenth
anniversary of the date of grant. 
The expense recognised in the year from equity settled share based payments was £nil
(2006: £nil). There were no cash settled share based payment transactions. 
The movements in outstanding share options, are as follows:
Weighted
average
exercise
Options price
number pence
At 1 January 2006 and 31 December 2006 1,230,390 62.7p
Granted during the year 600,000 10.0p
Forfeited upon resignation (103,093) 97.0p
111 111
At 31 December 2007 1,727,297 42.4p
2 22 22 2 2 22 22 2
Upon resignation Mr Richard Harpum retained 396,907 share options exercisable at
97.0p.
The fair value of share options is determined by the Black-Scholes pricing model. The
fair value per option granted during 2007 and the assumptions used in the calculation
of the value are as follows: 
Grant date 21 December 2007
Share price at date of grant 8.75p
Fair value of options granted 4p
Exercise price 10p
Number of shares under option 600,000
Vesting period 2 years
Expected volatility 60%
Option life 10 years
Expected dividend yield 0%
Risk free rate 4.0%
Expected life 4 years
44
INDITHERM plc
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2007 21 Share based payments (continued)
Expected volatility has been estimated by reference to historic volatility rates for
Inditherm plc shares and benchmarking against other AIM listed companies.
The number of share options that are exercisable at 31 December 2007 are 1,127,297
(2006: 1,230,390). No share options were exercised during the year. Share options are
exercisable at prices between 10p and 222p. The weighted average contractual life of
outstanding share options is 6.8 years (2006: 6.3 years).
22 Related party transactions
Key management
Key management comprise the Group’s executive and non-executive directors.
Remuneration of executive and non-executive directors is set out in the Remuneration
Report on page 15. There were no other transactions with key management.
Company – transactions with subsidiaries
Royalties amounting to £13,650 (2006: £13,650) were payable by Inditherm plc to its
subsidiary Inditherm (Medical) Limited in relation to the use of intellectual property.
Amounts due from Inditherm (Medical) Limited at 31 December 2007 was £919k (2006:
£933k) have been provided for in full. 
45
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2007 IFRS UK GAAP
2007 2006 2005 2004 2003
£’000 £’000 £’000 £’000 £’000
Income Statement
Turnover 1,861 1,564 1,035 1,598 616 
Gross profit 806 409 337 518 267 
Overheads (1,605) (1,648) (1,789) (2,082) (1,085)
Operating loss before
exceptional items (799) (1,087) (1,402) (1,236) (684)
Exceptional costs (128) (152) (50) (328) (134)
Loss on ordinary activities after
taxation (699) (1,132) (1,279) (1,366) (786)
Loss per share – basic
and diluted (1.4p) (5.4p) (6.1p) (6.5p) (7.2p)
111 111 111 111 111
Balance Sheet
Net current assets 3,691 1,576 2,794 4,033 5,303 
Net assets 3,814 1,707 2,839 4,104 5,410 
Net funds 3,485 1,747 2,358 3,571 4,995 
111 111 111 111 111
The Group adopted IFRS in 2007 and in accordance with the requirements of IFRS the
2006 figures have been restated. Restatement of earlier years is not required under IFRS
and accordingly the information presented for 2003, 2004 and 2005 is as prepared
under UK GAAP. No significant adjustments would be required for it to comply with
IFRS.
46
INDITHERM plc
Five Year Summary Notice is given that the 2008 Annual General Meeting of the Company will be held at
The Conisborough Suite Holiday Inn Doncaster A1(M) junction 36, High Road
Warmsworth, Doncaster, South Yorkshire DN4 9UX on Friday 25th April 2008 at
2.00 pm for the following purposes:
ORDINARY BUSINESS
1. To receive and adopt the accounts of the Company for the year ended 31 December
2007 together with the Directors’ Report and the Auditors’ Report and to consider
the recommendation of the directors that no dividend be declared in respect of the
year.
2. To reappoint PricewaterhouseCoopers LLP as auditors of the Company until the
conclusion of the next general meeting of the Company at which accounts are laid
before the members and to authorise the directors to determine their remuneration.
3. To re-appoint Mr Mark Abrahams, retiring by rotation, as director in accordance
with the provisions of the Articles of Association.
4. To confirm the recommendation of the directors that Mr Nick Bettles, who was
appointed as a director during the year since the previous annual general meeting,
be reappointed as a director.
SPECIAL BUSINESS
To consider, and if thought if fit, pass the following resolutions, of which Resolution 5
will be proposed as an ordinary resolution and Resolution 6 will be proposed as a
special resolution.
5. Generally and unconditionally to authorise the directors (subject to the passing of
Resolution 6 below and in substitution for all existing authorities) to exercise all the
powers of the Company to allot relevant securities, within the meaning of Section
80 of the Companies Act 1985 (“the Act”) up to an aggregate nominal amount of
£25,000. Such authority will expire at the conclusion of the Annual General
Meeting next following the passing of this Resolution or, if earlier, 15 months after
the date of this Ordinary Resolution. Nevertheless the Company may, before the
expiry of the authority conferred hereby, make an offer or agreement which would
or might require relevant securities to be allotted after the expiry of the authority
conferred hereby and the directors may allot the relevant securities, in pursuance
of such offer or agreement, as if the authority conferred hereby had not expired.
47
Notice of Annual General Meeting 6. To empower the directors (subject to the passing of Resolution 5 above) pursuant
to Section 95 of the Act to allot equity securities (as defined in Section 94 of the Act)
pursuant to the authority conferred by Resolution 5 as if sub-section (1) of Section
89 of the Act did not apply to the allotment of equity securities for cash up to an
aggregate nominal amount of £25,000.
By Order of the Board Registered Office:
I D SMITH Inditherm House
Secretary Houndhill Park
Bolton Road
27 March 2008 Wath-upon-Dearne
S63 7LG
NOTES:
1. A member of the Company who is entitled to attend and vote at the meeting convened by this notice is entitled to appoint one or
more proxies to attend and, on a poll, to vote in his/her place. A proxy need not be a member of the Company. To appoint more
than one proxy you may photocopy the Proxy Form. Please indicate next to the proxy holder’s name, the number of shares in
relation to which you authorise them to act as your proxy and complete any voting instructions. Please also indicate by ticking the
box provided if the proxy is one of multiple instructions being given. All such Proxy Forms should be returned together in the same
envelope.
2. A form of proxy is enclosed. To be valid an instrument appointing a proxy and any power of attorney under which it is signed/or
a duly certified copy of it (failing previous registration with the Company), must be deposited at the office of the Company’s
registrar, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU by 2.00 pm on 23 April 2008. Completion
of the proxy does not preclude a member from subsequently attending and voting at the meeting in person if he or she so wishes.
3. Corporate representatives must make themselves known before the start of the Annual General Meeting.
4. The withheld option on the Proxy Form is provided to enable you to abstain on any particular resolution. However, a vote withheld
is not a vote in law and will not be counted in the calculation of the proportion of votes “For” and “Against” a resolution.
5. The CREST electronic proxy appointment service is available for this Annual General Meeting. To use this service, CREST members
should transmit a CREST proxy instruction so as to reach Capita Registrars, CREST participant ID RA10, by no later than 2.00 pm
on 23 April 2008 or in the case of any adjournment not later than 48 hours before the time fixed for the adjourned meeting
6. The register of interests of the directors and their families in the share capital of the Company and copies of contracts of service of
directors with the Company or with any of its subsidiary undertakings will be available for inspection at the registered office of the
Company during normal business hours (Saturdays and public holidays excepted) from the date of this notice until the conclusion
of the AGM.
7. In accordance with regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered on the Company’s
register of members not later than 2.00pm on 23 April 2008 or, if the meeting is adjourned, shareholders entered on the Company’s
register of members not later than 48 hours before the time fixed for the adjourned meeting shall be entitled to attend and vote at
the meeting.
48
INDITHERM plc
Notice of Annual General Meeting (continued) ● Preliminary Announcement – March
● Annual General Meeting – April
● Half Year End – June
● Interim Announcement – September
● Year End – December 
Financial Calendar Headquarters and Registered Office:
Inditherm House
Houndhill Park
Bolton Road
Wath-upon-Dearne
Rotherham, S63 7LG
Telephone: +44 (0) 1709 761000
Fax: +44 (0) 1709 761066
e-mail: sales@indithermplc.com
website: www.indithermplc.com