INDITHERM plc
Annual Report
and
Financial Statements
2008 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 22
Consolidated Income Statement 24
Consolidated and Company Statements of changes in Shareholders’ Equity 25
Consolidated Balance Sheet 26
Company Balance Sheet 27
Consolidated and Company Cash Flow Statement 28
Notes forming part of the Financial Statements 29
Five Year Summary 46
Notice of Annual General Meeting 47
Contents Based near Rotherham, South Yorkshire and incorporated in the United Kingdom, 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
confectionery, 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 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 applications. They offer improved clinical performance, combined with significant cost
savings over traditional technologies. Products are sold internationally through a network of
distributors.
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, confectionery, 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 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 in the pre-cast concrete producers where
process improvement provides the benefit of improved cycle times, reduction in lost production
and significant savings on energy costs.
In the Sports market, Inditherm specialises in heating sports pitches. In 2008 Inditherm completed
the installation of a pitch heating system at Aston Villa’s Training Academy. This is the fifth
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 Ta r g e t M a r k e t s Directors M S Abrahams (Chairman)
N Bettles
J H Markham
I D Smith
Secretary and I D Smith, Inditherm House, Houndhill Park, Bolton Road,
registered office Wath upon Dearne, Rotherham S63 7LG
Company number 3587944
Independent PricewaterhouseCoopers LLP , Benson House,
auditors Wellington Street, Leeds LS1 4JP
Bankers HSBC, Montgomery Road, Wath Upon Dearne,
Rotherham S63 7QW
Nominated adviser Collins Stewart Europe Limited,
and broker 8th Floor, 88 Wood Street,
London EC2V 7QR
Legal advisers Walker Morris, Kings Court, 12 King Steet, Leeds LS1 2HL
Registrars Capita Registrars Limited, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU
3
Directors and Advisers
INDITHERM plc Overview
Our strategy of targeting higher value-added applications and eliminating unprofitable
work resulted in a small net increase in sales but with gross profit 37% higher, year on
year. The results for the year have benefited from the sale of launch stocks to Smiths
Medical.
Growth of the Medical sector has continued. We have seen end-user sales in the USA,
albeit at a slow rate, and this indicates that a market there exists which can be grown.
The redirection and focus in the Industrial sector has delivered the increase in margins
sought but with reduced sales as a consequence. Resources have now been put in place
to facilitate growth of this sector.
The outcome for the second half was in line with expectations at the Interim stage. The
combination of improved margins and contained overheads has resulted in a
significantly reduced rate of cash consumed from operating activities compared to 2007
with a year-end cash balance of £3,115k (2007: £3,485k).
Results
Turnover for the year rose by 7% to £1,983k (2007: £1,861k), due to growth in Medical
sales including start-up stock for Smiths Medical. This was in line with expectations
following the results reported for the first half of the year.
Overheads were kept under control during the year, and were £1,607k (2007: £1,605k
before exceptional costs), resulting in a 37% improvement in operating loss before
exceptional items at £502k (2007: £799k). With no exceptional costs (2007: £128k) and net
interest income of £178k (2007: 213k), the post-tax loss was £283k (2007: £699k).
The year end cash balance was £3,115k (2007: £3,485k), representing a net outflow from
operating activities of £263k (2007: £1,044k).
Operations:
Medical orders excluding the USA grew by 47% over the previous year. Smiths have not
ordered sufficient quantities to maintain their contractual right to exclusivity and the
agreement therefore has become non-exclusive in accordance with existing provisions.
Additional channels to market in the USA are being actively progressed and national
distribution for our neonatal warming range has been secured during 2008. Our export
orders from distributors and overseas partners outside the US grew by over 40% from
the previous year, indicating that this area is continuing to develop well. UK orders grew
by over 50% with increasing acceptance of our technology in the market. We anticipate
that the NICE Guideline on perioperative hypothermia, which was published during the
year, will help us to continue this growth.
Sales effort in the Industrial markets in 2008 focused on business rationalisation rather
than growth following a reassessment of future potential for profitable growth. The
desired increase in margins has been achieved with the potential for further progress in
that area. We are continuing to pursue the strategy of focus on market sectors where the
value of Inditherm has been established and where we can deliver standard products
and gain repeat business. This is showing some early signs of success.
Commercial exploitation of our technology in the pre-cast concrete industry was modest
during the year; however we have now managed to develop a number of standard
products that are starting to generate growing interest. A clear value proposition for
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INDITHERM plc
Chairman’s Statement customers in the pre-cast concrete market has now been established and should allow us
to begin to develop this sector during the year ahead.
The football pitch heating at the new Aston Villa training ground was completed in 2008.
The club staff have expressed their satisfaction with the performance, particularly during
the protracted cold spell around the turn of the year. The margins realised in this
business area have been unsatisfactory and any future projects will only be undertaken
if they can be priced to make a sufficient contribution.
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 2008 and the Board does not expect to
declare a dividend during the Company’s continuing development.
Management
We further strengthened our management team with the appointment of a Marketing
Manager for the Industrial and Construction businesses at the end of 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
Growth of the Medical sector, excluding the US, remains encouraging, with increasing
order flow. We anticipate the same rate of growth in this sector in the year ahead. In the
US we are beginning to see end-user sales and in addition expect to exploit alternative
channels to market than Smiths Medical. We continue to believe there is a significant
market to develop and exploit but the pace is unlikely to be rapid.
In the Industrial and Construction sectors the change of strategy instigated from the
beginning of 2008 has continued to deliver higher margins, albeit on reduced sales. We
anticipate that we will now be able to grow sales during the year ahead, with a focus on
the sectors where we can offer standardised products and gain repeat business. We have
a number of significant Industrial prospects where we hope to see successful conversion
over the next six months. This outcome will help shape the direction for the Industrial
business.
The world economic situation and global recession is undoubtedly having some impact
in slowing the take-up of new projects. This does not affect interest in our technology
and solutions, but does inevitably slow down the uptake.
We demonstrated in the first half of 2008 how close the balance is now between profit
and loss in the business. In addition, our improved control of margin and cost slowed
the rate of cash consumption. This gives us confidence that we can reach break-even with
our own resources in the foreseeable future.
MARK ABRAHAMS
Chairman
26 March 2009
5
Chairman’s Statement (continued) Overview
The Company saw modest sales growth during 2008 at 7%, however operating losses
were reduced by over 40% due to the improved margins achieved and containment of
overhead costs.
Order intake in the Medical sector outside the USA grew by 47%, but there were
negligible orders received from the Smiths Medical due to them using up their start-up
stock.
Despite a fall in sales as our Industrial market activities have been realigned,
percentage margins from this sector have increased and give us a platform to drive
forward in 2009.
Sales and marketing:
In the Medical sector orders for our CosyTherm neonatal warming systems more than
doubled the levels achieved in 2007 as the product has become more established
outside the UK. A distribution agreement for this range in the USA has been signed and
initial stocks were delivered towards the end of 2008. Following promotional activity
in the second half of 2008 a significant amount of interest has been generated in the US
market, with over 100 requests for clinical evaluation.
The UK market for operating theatre patient warming systems showed over 50% year-
on-year order growth, as acceptance of our technology as an alternative to traditional
methods continues to spread. The NICE guideline on this subject, issued during 2008,
has further stimulated customers to look at this clinical area and there has been an
increasing flow of enquiries generated as a result. The NICE report includes
recommendations that would require two and a half times the number of NHS patients
to be warmed, significantly increasing the cost benefits of switching from traditional
disposable products to Inditherm. This looks set to further accelerate uptake in the UK
market during 2009.
Smiths Medical’s end-user sales in the US market during the year were disappointing,
and have been supplied out of their start-up stock. They have not met the contractual
targets and therefore the distribution agreement has reverted to a non-exclusive basis.
Discussions with partners who can provide parallel or alternative routes to market for
our operating room product range are well progressed and should allow the Company
to move forward in the US market in the year ahead.
In addition to our change in strategic focus for the Industrial business, the organisation
has been rationalised and strengthened during the year, involving significant changes
to the sales team. We have recruited an Operations Manager to ensure that maximum
efficiency is obtained in manufacturing and improved control of larger customer
projects is implemented. A Marketing Manager has been appointed to drive forward
sales growth in both the Industrial and Construction sectors and ensure that the
strategic objectives are met.
In the Construction sector we have not promoted our technology aggressively in 2008
whilst we have developed robust products, suited to the harsh user environment. We
have introduced a number of standard products during the year, which are making it
6
INDITHERM plc
Chief Executive’s Review easier to demonstrate the benefits offered by Inditherm technology, particularly in the
precast concrete markets. We are in negotiation with a growing number of customers
who are looking at implementation of Inditherm heating in their processes and believe
that this market will show progress during the coming year. We hope that the recent
Sustainability Award received by Inditherm from the British Precast Association will
help to highlight the advantages our technology can offer in this application.
Product development
A number of new products have been developed during the year to add to our Medical
product range and these will be launched during the first quarter of 2009. These will
improve our growth potential, particularly in the neonatal markets.
An advanced neonatal cot for use in Special Care Baby Units has been designed, which
integrates with our CosyTherm warming range. This provides additional
opportunities for growth with a customer base where we are already becoming well
known and respected. This fills a market niche where there are a limited number of
competing products.
We have identified a new application for our SpeedHeat heat therapy system to deliver
warming during chemotherapy treatment. The product has been adapted to meet the
clinical needs for this treatment. The market development is still in its early stages, but
indications are that this could generate a valuable revenue stream that will help to
underpin our historic medical growth rates.
Two new technological additions have been implemented within our Industrial
product ranges that will give us further advantages, particularly in the process
industry applications. One delivers advanced monitoring of process conditions using
a bus-based system and allows the customer to have precise control that is not possible
with other technologies. The second is a novel insulation and cladding method that is
attracting particular interest from some of the major food and confectionery
businesses. We believe these will be enabling technologies that will add to the benefits
customers can derive from using Inditherm products and thus help increase our
conversion rates.
Further work has been directed at increasing the number of standard products for the
industrial and construction markets. This should help us to deliver our strategic goals
of higher margins and repeat business.
Operations
Following the appointment of our new Operations Manager during the first half of the
year, we have been focussed on improving efficiency and better project management,
to support the drive for higher margins particularly in the industrial area. We continue
to be perceived by our customers as delivering high quality products and service.
With the growing demand for medical products we have adapted our manufacturing
philosophy and can now typically offer products from stock to ensure optimum turn-
round on orders. The improved response time, which flows from production
standardisation achieved, has been well received by our distributor network.
7
Chief Executive’s Review (continued) Outlook
Growth in the Medical markets has continued during 2008, and it is anticipated that
this will progress further in the year ahead. Significant focus will be placed on driving
forward business in the USA but we will no longer depend on Smiths Medical alone.
Profitability in this sector is expected to remain good and we will devote our energy to
achieving faster growth wherever possible.
The improved margins we are realising from our Industrial products put us in a much
better position to make this area of the business profitable. We believe that some
further progress on margins can be achieved in the year ahead. With a stronger team
in place we anticipate that we can now start to grow sales again during 2009.
We believe that the business is now in a position to exploit opportunities in the
Construction sector, although this is still in the early stages of commercial
implementation. Focus will be directed primarily on the pre-cast concrete sector.
NICK BETTLES
Chief Executive
26 March 2009
8
INDITHERM plc
Chief Executive’s Review (continued) Trading results
Turnover in the year increased by £122k to £1,983k (2007: £1,861k).
During the year the gross profit percentage increased from 43% to 56%, as a result of a
larger proportion of Medical sales and the improvement in margins achieved on the
Industrial sales.
Total administration expenses before exceptional costs were up £2k to £1,607k from
£1,605k in 2007.
The operating loss before exceptional costs of £502k is a reduction of £297k on last year.
Cash resources generated net interest income for the year of £178k (2007: £213k), giving
a pre tax loss of £324k (2007: loss £714k).
Cash resources and Net assets
Net cash outflow from operations before financing and investing activities for the year
was £263k (2007: £1,044k) reflecting the operating loss. There was a net increase in
working capital during the year of £14k.
Net funds at the year end were £3,115k (2007: £3,485k).
Shareholders’ equity amounted to £3,543k (2007: £3,814k).
Taxation
As the Company has continued to incur trading losses no corporation tax liability has
yet arisen. Accumulated tax losses to the end of 2008 of £5,688k (2007: £5,573k) 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
£41k in the year on qualifying expenditure.
IAN D SMITH
Finance Director and Company Secretary
26 March 2009
9
Financial Review Directors
Mark Abrahams (Aged 54, 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 53, 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 62) *
John joined the Company in March 2002. He has an honours degree in Chemical
Engineering and is a Fellow of the Institute of Chemical Engineers. 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 20 years with I.C.I. and more recently holding
the position of Chief Executive of Hickson International PLC.
Ian Smith (Aged 52, 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 maintained in an appropriate
manner for the operations.
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
2008 period
N Bettles – 1 year
I D Smith – 1 year
M S Abrahams 11 months Fixed term
J H Markham 14 months Fixed term
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 pension scheme membership or bonus
schemes but they do participate in the Company’s share option scheme.
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 comprise a mix of non-performance related and performance related
remuneration designed to incentivise them, but not to detract from the goals of
corporate governance.
Remuneration Report 14
INDITHERM plc
The composition of each director’s remuneration based on a maximum payment under
the terms of an annual performance related bonus is as follows:
Non performance related Performance related
N Bettles 67% 33%
I D Smith 67% 33%
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 or the provision of a fully expensed company car, 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 basic 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 will not exceed five times salary.
Remuneration Report (continued) 15
Directors’detailed emoluments
The emoluments of the directors of the Company were as follows:
Pension Benefits 2008 2007
Salary contribution in kind Total Total
£’000 £’000 £’000 £’000 £’000
M S Abrahams 35 –– 35 35
J H Markham 23 –– 23 23
N Bettles* 110 5 11 126 12
I D Smith 90 5 14 109 105
R Harpum** –––– 229
111 111 111 111 111
258 10 25 293 404
222 222 222 222 222
Contributions to a defined contribution pension scheme were paid on behalf of two
directors (2007: three) during the year. No directors exercised share options during the
year.
* N Bettles’ emoluments in 2007 were for the period as a director.
** Includes compensation for loss of office of £110k paid in 2007, which was paid in
cash.
Interests in share options
Details of options held by directors are set out below:
Date of Option 2008 2007
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 400,000 400,000
I D Smith 02/04/04 52.5p 100,000 100,000
I D Smith 21/12/07 10p 200,000 200,000
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 shares at 31 December 2008 was 3.75p: the range of
market prices during the year was 8.75p to 3.63p.
Remuneration Report (continued) Directors’ Interests in shares
The directors’ interests in the 1p ordinary shares of the Company at the year end were:
2008 2007
MS Abrahams 301,546 301,546
JH Markham 29,366 28,366
N Bettles 4,444 4,444
ID Smith 54,444 54,444
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
26 March 2009
16
INDITHERM plc
Remuneration Report (continued) The directors are responsible for preparing the annual report and financial statements
in accordance with applicable laws and regulations. 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. 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; 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 comply with the Companies
Act 1985. They are also responsible for safeguarding the assets of the Company and the
Group and hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities.
The directors are responsible for the maintenance and integrity of the Group web site,
www.inditherm.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
26 March 2009
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 2008.
Results and dividends
The income statement is set out on page 24 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 2008 and the Board does not
expect to declare a dividend during the Company’s continuing development
(2007: nil).
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 indentifying principal risks and has a programme
for reviewing these risks as part of its monthly board meeting business. The principal
risks faced by the Group are:
 Business growth rates
 Development of the North American medical markets
 Attracting and retaining key staff
 Polymer production and development programme
 Liquidity
 Patents infringement
Key Performance Indicators
The board of directors monitor the following key performance indicators in absolute
and relative terms:
2008 2007
Order growth rate (Year on year) (40)% +30%
Sales growth rate (Year on year) +6.6% +19%
Gross profit % (Annual percentage) 56% 43%
Cash resources available £3,115k £3,485k
222 222
Directors
The directors of the Company who served during the year are shown on page 10.
Report of the Directors
for the Year ended 31 December 2008 Substantial interests
At 23 March 2009 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.
Number of Percentage
Shareholder shares holding
Cazenove Fund Management Ltd 10,806,000 21.1%
Mr D G Steward 10,300,000 20.2%
Invesco Perpetual AIM VCT plc 5,000,000 9.8%
Allianz Cornhill Insurance plc 4,600,000 9.0%
Aviva plc 4,022,085 7.9%
Phoenix VCT plc 3,400,000 6.7%
Mr P O’Grady 2,349,536 4.6%
AXA Investment Managers Limited 2,112,085 4.1%
222 222
Creditor payment policy and practice
It is the Group’s and Company’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 46
(2007: 54).
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. Internal costs are
expensed in the Income Statement.
External costs incurred on specific development projects that are expected to result in
commercially and economically viable products are capitalised.
Financial instruments
The Group’s financial instruments comprise cash and various items such as trade
debtors, trade creditors etc. that arise directly from its operations. The main purpose of
these financial instruments is to finance the Group’s operations.
The main risks arising from the Group’s financial instruments are liquidity and credit
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.
Credit limits are set for all customers having referred to payment history and the
services of a credit rating support service.
19
Report of the Directors (continued) In June 2008 the board reviewed and updated its investment strategy for its cash
investments in the light of the issues in the banking sector. This review established that
no more than £1m would be place on deposit with any one institution and that all
institution should be rated AA or better for long term investments and A1+ for short
term investments. The Board keeps this situation under review in the light of new
developments.
The Board has established a foreign currency hedging policy that aims to protect gross
margins, when viewed in sterling terms, for orders denominated in foreign currencies
that have been awarded by customers or placed with suppliers. At this stage of the
Company’s development the uncertainty of future business levels means that no
hedging is undertaken for projected sales not contractually committed. The policy
allows the use of spot and forward foreign exchange contracts, but does not allow the
use of other derivative instruments. The amount of cash held in foreign curencies is not
considered significant enough to require hedging arrangements. The Board keeps these
risks under regular review.
Further information on financial instruments is set out in note 14.
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 contractually 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
PricewaterhouseCoopers LLP have expressed their willingness to continue in office
and a resolution to re-appoint them is proposed will be proposed at the Annual
General Meeting.
Special business
 Resolution 4 in the Notice of Annual General Meeting on page 47 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 15 months after the date of this Ordinary Resolution. The
directors have no present intention of exercising this authority.
20
INDITHERM plc
Report of the Directors (continued)  Resolution 5 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 4. 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
26 March 2009
21
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 2008 which comprise the
Consolidated Income Statement, the Consolidated and Parent Company Statements of
Changes in Shareholders’ 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 Report of the Directors.
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 and the Report of the Directors. 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.
22
INDITHERM plc
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 judgements
made by the directors in the preparation of the financial statements, and of whether the
accounting policies are appropriate to the Group’s and Company’s circumstances,
consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with sufficient
evidence to give reasonable assurance that the financial statements are free from
material misstatement, whether caused by fraud or other irregularity or error. In
forming our opinion we also evaluated the overall adequacy of the presentation of
information in the financial statements.
Opinion
In our opinion:
 the 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 2008 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 2008 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 Report of the Directors is consistent with the financial
statements.
PricewaterhouseCoopers LLP
Chartered Accountants
and Registered Auditor
Leeds
26 March 2009
23
Independent Auditors’ Report to the Shareholders of
Inditherm plc (continued) 24
INDITHERM plc
2008 2007
Notes £’000 £’000
T urnover 2 1,983 1,861
Cost of sales (878) (1,055)
111 111
Gross profit 1,105 806
Administrative expenses (1,607) (1,733)
Operating loss before exceptional items (502) (799)
Exceptional administrative expenses 4 – (128)
Operating loss (502) (927)
Finance income 5 179 215
Finance costs 5 (1) (2)
111 111
Loss on ordinary activities before taxation (324) (714)
Taxation credit from loss on ordinary activities 6 41 15
111 111
Deficit for the year attributable to equity holders (283) (699)
222 222
Loss per share – basic and diluted 7 (0.6p) (1.4p)
All amounts relate to continuing activities.
Consolidated Income Statement
for the Year ended 31 December 2008 25
Share Share based
Share premium payment Retained
capital account reserve* earnings Total
£’000 £’000 £’000 £’000 £’000
At 1 January 2007 211 7,423 110 (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
At 31 December 2007 511 9,929 110 (6,736) 3,814
Loss for the year –– 12 (283) (271)
111 111 111 111 111
At 31 December 2008 511 9,929 122 (7,019) 3,543
222 222 222 222 222
Consolidated Statement of Changes in
Shareholders’ Equity
Share Share based
Share premium payment Retained
capital account reserve* earnings Total
£’000 £’000 £’000 £’000 £’000
At 1 January 2007 211 7,423 110 (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
At 31 December 2007 511 9,929 110 (6,751) 3,799
Loss for the year –– 12 (269) (257)
111 111 111 111 111
At 31 December 2008 511 9,929 122 (7,020) 3,542
222 222 222 222 222
Statement of Changes in Shareholders’ Equity – Company
* Upon floatation of the Company on 11 December 2001, 103,770 share options were granted at
48.5p (a discount of 50% to the then market price). The £50k non-cash cost was charged to the
share premium account and was credited to an “Other reserve” and is now presented within the
Share based payment reserve. 2008 2007
Notes £’000 £’000
Assets
Non-current assets
Property, plant and equipment 8 115 162
Intangible assets 9 92 15
111 111
207 177
111 111
Current assets
Inventories 11 175 192
Trade and other receivables 12 317 597
Tax recoverable 40 39
Cash and cash equivalents 3,115 3,485
111 111
3,647 4,313
111 111
Liabilities
Current liabilities
Trade and other payables 13 (311) (622)
111 111
(311) (622)
111 111
Net current assets 3,336 3,691
Non-current liabilities
Provisions for liabilities and charges 16 – (54)
111 111
Net assets 3,543 3,814
222 222
Shareholders’ equity
Called up share capital 17 511 511
Share premium account 9,929 9,929
Share based payment reserve 122 110
Retained earnings (7,019) (6,736)
111 111
Total equity 3,543 3,814
222 222
The financial statements were approved by the Board of Directors on 26 March 2009 and signed on
its behalf by:
N BETTLES I D SMITH
Director Director
26
INDITHERM plc
Consolidated Balance Sheet
as at 31 December 2008 27
2008 2007
Notes £’000 £’000
Assets
Non-current assets
Property, plant and equipment 8 115 162
Intangible assets 9 91 –
Investments in subsidiaries 10 – –
Amounts due from subsidiary 12 – –
111 111
206 162
111 111
Current assets
Inventories 11 175 192
Trade and other receivables 12 317 597
Tax receivable 40 39
Cash and cash equivalents 3,115 3,485
111 111
3,647 4,313
111 111
Liabilities
Current liabilities
Trade and other payables 13 (311) (622)
111 111
(311) (622)
111 111
Net current assets 3,336 3,691
Non-current liabilities
Provisions for liabilities and charges 16 – (54)
111 111
Net assets 3,542 3,799
222 222
Shareholders’ equity
Called up share capital 17 511 511
Share premium account 9,929 9,929
Share based payment reserve 122 110
Retained earnings (7,020) (6,751)
111 111
Total equity 3,542 3,799
222 222
The financial statements were approved by the Board of Directors on 26 March 2009 and signed on
its behalf by:
N BETTLES I D SMITH
Director Director
Company Balance Sheet
at 31 December 2008 Group and
Company
2008 2007
Notes £’000 £’000
Cash flow from operating activities
Cash used in operations 18 (481) (1,257)
Interest received 179 215
Interest paid (1) (2)
Taxation 40 –
111 111
Net cash outflow from operating activities (263) (1,044)
222 222
Cash flow from investing activities
Purchase of property, plant and equipment (17) (25)
Capitalised development costs (91) –
Sale of property, plant and equipment 1 1
111 111
Net cash used in investing activities (107) (24)
222 222
Cash flow from financing activities
Issue of shares – 3,000
Share issue expenses – (194)
111 111
Net cash generated from financing activities – 2,806
222 222
Net (decrease)/increase in cash and cash equivalents (370) 1,738
Cash and cash equivalents at the beginning of the year 3,485 1,747
111 111
Cash and cash equivalents at the end of the year 3,115 3,485
222 222
28
INDITHERM plc
Cash Flow Statement
for the Year ended 31 December 2008 29
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 financial statements have been prepared in accordance with International
Financial Reporting Standards (IFRS), 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.
Basis of consolidation
The financial statements of the Group consolidate the financial statements of Inditherm
plc and its subsidiary undertakings up to 31 December 2008 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.
The Company has taken advantage of the exemption under Section 230 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 £269k
(2007: £1,618k 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. Consistent accounting policies are used by all subsidiaries.
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 of long term contract performance;
 Warranty provisions; and
 Allowances against the valuation of inventories.
Notes forming part of the financial statements
for the Year ended 31 December 2008 30
INDITHERM plc
1 Accounting Policies (continued)
New accounting standards and IFRIC interpretations
The following new standards and interpretations to existing standards are mandatory
for accounting periods beginning on or after 1 January 2008, but are not relevant to the
Group’s or Company’s operations:
 IFRIC 11 ‘IFRS 2 – Group and treasury share transactions’; and
 IFRIC 12 ‘Service concession arrangements’.
The following standards and interpretations to existing standards have been published
but are not mandatory for the year ended 31 December 2008 and consequently have
not been adopted by the Group or Company in the year:
 IAS 1 Revised ‘Presentation of financial statements’;
 IAS 23 Revised ‘Borrowing costs’;
 IAS 27 (Amendment) ‘Consolidated and separate financial statements’;
 IAS 32 (Amendment) ‘Financial instruments: Presentation’;
 IAS 39 (Amendment) ‘Financial instruments: Recognition and measurement’;
 IFRS 1 (Amendment) ‘First time adoption of IFRS’;
 IFRS 2 (Amendment) ‘Share based payments’;
 IFRS 8 ‘Operating segments’;
 IFRIC 13 ‘Customer loyalty programmes’;
 IFRIC 14 ‘IAS 19 – The limit on a defined benefit asset, minimum funding
requirements and their interaction’.
 IFRIC 15 ‘Agreements for the construction of real estates’;
 IFRIC 16 ‘Hedges of a net investment in a foreign operation’;
 IFRIC 17‘Distributions of non cash assets to owners’; and
 IFRIC 18‘Transfer of assets from customers’.
The above standards or interpretations are either not relevant to the Group or
Company or not expected to have a significant impact on the Group’s 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.
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2008 31
1 Accounting Policies (continued)
Turnover and recognition of income (continued)
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. Percentage of completion is
calculated as costs incurred compared to total estimated costs expected to be incurred.
Amounts recognised as turnover in respect of work done but not yet billed are
included within current assets net of progress payments received and provisions for
foreseeable losses. Costs incurred, including an appropriate allocation of overheads, in
respect of long term contracts are included in work in progress net of amounts
recognised in cost of sales in the income statement, 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 Group 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 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.
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’. Where the
criteria are met, intangible assets are capitalised and amortised over their useful
economic lives which is initially considered to be three years from the point the
products are launched to market.
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2008 1 Accounting Policies (continued)
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.
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.
32
INDITHERM plc
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2008 33
1 Accounting Policies (continued)
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 that within
a reasonable 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 bring 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 where there
is evidence that the Group will not be able to collect all the 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.
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.
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2008 34
INDITHERM plc
1 Accounting Policies (continued)
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. A provision 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.
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.
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2008 35
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:
2008 2007
£’000 £’000
United Kingdom 1,116 1,333
USA 455 275
Rest of World 412 253
111 111
1,983 1,861
222 222
3 Employees
Group and Company 2008 2007
Aggregate employee costs are as follows: £’000 £’000
Wages and salaries 1,018 1,046
Social security costs 106 125
Pension costs – defined contribution schemes 20 21
Compensation for loss of office* – 110
Share based payment 12 –
111 111
1,156 1,302
222 222
Average number of persons including executive directors employed:
2008 2007
Number Number
Management and administration 4 4
Sales 10 10
Development 2 3
Production 17 18
111 111
33 35
222 222
* Compensation for loss of office includes social security and legal costs.
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2008 3 Employees (continued)
Directors’ emoluments
The emoluments of the directors of the Company are:
2008 2007
£’000 £’000
Aggregate emoluments 283 284
Compensation for loss of office – 110
Contributions to defined contribution pension scheme 10 10
111 111
293 404
222 222
The emoluments of the highest paid director were £126k (2007: £229k, which included
compensation for loss of office of £110k). Contributions to pension arrangements for
the highest paid director were £5k (2007: £5k).
No directors exercised share options during the year (2007: none).
4 Operating loss
Operating loss has been arrived at after charging/(crediting):
2008 2007
£’000 £’000
Depreciation of property, plant and equipment – owned assets 64 72
Amortisation of intangible fixed assets 14 14
Profit on disposal of property, plant and equipment (1) (1)
Operating lease costs – other operating leases 110 107
Research and development costs 77 66
Exceptional costs – Compensation for loss of office* – 128
Grant income (13) (25)
Auditor’s remuneration
For audit services – statutory 24 23
For audit services – other 3 –
For non-audit services – tax fees 6 3
For non-audit services – accounting – 10
111 111
Total – Auditor’s remuneration 33 36
222 222
* Compensation for loss of office includes social security and legal costs.
5 Net finance income
2008 2007
£’000 £’000
Finance income
Bank interest receivable 179 215
222 222
Finance costs
Bank interest payable (1) (2)
222 222
36
INDITHERM plc
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2008 37
6 Taxation
(a) Analysis of credit in year
2008 2007
Current tax: £’000 £’000
UK corporation tax credit 41 15
222 222
(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:
2008 2,007
£’000 £’000
Loss on ordinary activities before taxation (324) (714)
Loss on ordinary activities multiplied by expected rate
of corporation tax of 20.75% (2007: 19.00%) (67) (135)
Effects of:
Expenses not deductible for tax purposes 7 20
Depreciation in excess of capital allowances not
recognised as deferred tax asset (3) 6
Research and development tax credit (41) (15)
Trading losses carried forward 63 109
111 111
(41) (15)
222 222
(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 £5,688k (2007: £5,573k) available for relief against
future trading profits.
(d) Deferred taxation
The Group has the following potential deferred tax assets which have not been
recognised:
2008 2007
£’000 £’000
Accelerated capital allowances and other timing differences 36 39
Losses 1,252 1,226
111 111
1,288 1,265
222 222
7 Loss per share
The calculation of loss per ordinary share is based on losses of £283k (2007: £699k) and
on a weighted average of 51,112,581 (2007: 49,821,862) ordinary shares in issue during
the year. The share options are anti-dilutive due to the loss in the year.
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2008 38
INDITHERM plc
8 Property, plant and equipment
Group and Company Plant,
machinery,
Fixtures and office Motor
fittings equipment vehicles Total
£’000 £’000 £’000 £’000
Cost
1 January 2007 235 144 119 498
Additions 7 18 – 25
Disposals – – (36) (36)
111 111 111 111
31 December 2007 242 162 83 487
Additions – 17 – 17
Transfer (6) 6 – –
Disposals – – (16) (16)
111 111 111 111
31 December 2008 236 185 67 488
222 222 222 222
Accumulated depreciation
1 January 2007 116 84 89 289
Depreciation charge 26 28 18 72
Disposals – – (36) (36)
111 111 111 111
31 December 2007 142 112 71 325
Depreciation charge 23 32 9 64
Disposals – – (16) (16)
111 111 111 111
31 December 2008 165 144 64 373
222 222 222 222
Net book amount
31 December 2008 71 41 3 115
222 222 222 222
31 December 2007 100 50 12 162
1 January 2007 119 60 30 209
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2008 39
9 Intangible assets
Group Intellectual Product
property development
rights costs Total
£’000 £’000 £’000
Cost
1 January 2007 and 31 December 2007 136 – 136
Additions – 91 91
111 111 111
31 December 2008 136 91 227
222 222 222
Accumulated amortisation and impairment
1 January 2007 107 – 107
Amortisation charge 14 – 14
111 111 111
31 December 2007 121 – 121
Amortisation charge 14 – 14
111 111 111
31 December 2008 135 – 135
222 222 222
Net book amount
31 December 2008 1 91 92
222 222 222
31 December 2007 15 – 15
1 January 2007 29 – 29
Only product development costs are held in the Company balance sheet.
Amortisation of intangible assets is included within administrative expenses within
the income statement.
Intellectual property rights will be fully amortised in 2009. Product development costs
will be fully amortised within four years.
10 Investments in subsidiaries – Company
Investment in subsidiaries at cost: £
At 1 January 2008 and 31 December 2008 104
222
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
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2008 11 Inventories
Group and Company 2008 2007
£’000 £’000
Raw materials 172 157
Work in progress 3 35
111 111
175 192
222 222
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 £32k (2007: £21k). The amount credited to the
income statement in respect of reversals of write downs was £9k (2007: £9k). The cost
of inventories recognised as an expense and included in cost of sales was £461k (2007:
£522k).
12 Trade and other receivables
Group and Company 2008 2007
£’000 £’000
Trade receivables 242 519
Amounts recoverable on contracts 34 16
Other receivables 2 12
Prepayments and accrued income 39 50
111 111
317 597
222 222
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 £6k
(2007: £5k), 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:
Group and Company 2008 2007
£’000 £’000
At 1 January 5 25
Provision made for impaired receivables 6 2
Unused provision reversed (4) (22)
Receivables written off during the year as uncollectable (1) –
111 111
At 31 December 6 5
222 222
Other receivable balances do not contain impaired assets.
40
INDITHERM plc
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2008 12 Trade and other receivables (continued)
At 31 December 2008 trade receivables of £6k (2007: £8k) were impaired. The amount
of provision was £6k (2007: £1k).
The ageing of these receivables is as follows:
Group and Company 2008 2007
£’000 £’000
Under one year 5 –
Over one year 1 8
111 111
6 8
222 222
At 31 December 2008 trade receivables of £102k (2007: £240k) were past due but not
impaired. These receivable balances are not considered impaired because the balances
have been acknowledged as payable by the customers and are within credit limits set
up for the respective customers.
The ageing of these receivables is as follows:
Group and Company 2008 2007
£’000 £’000
Up to three months 102 224
Three to twelve months – 16
111 111
102 240
222 222
The carrying value of receivables that would have been past due or impaired, but
whose terms have been renegotiated is £nil (2007 £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 insure debtors or hold any collateral
as security.
The Company’s receivable due from subsidiaries of £905k (2007: £919k) is fully
impaired.
The carrying amounts of the Group’s and Company’s receivables are denominated in
the following currencies:
Group and Company 2008 2007
£’000 £’000
Pounds sterling 297 519
US Dollar 3 74
Euro 17 4
111 111
317 597
222 222
41
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2008 13 Trade and other payables:
Group and Company 2008 2007
£’000 £’000
Trade payables 158 192
Other payables 10 4
Other taxes and social security 39 90
Accruals 104 156
Payments due to Pegasus under contract – 180
111 111
311 622
222 222
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.
The payments due to Pegasus arose from the agreement with Pegasus Limited dated
24 September 2003 whereby Inditherm reacquired 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 four year period was
£180,000, which was settled during 2008.
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.
In June 2008 the board reviewed and updated its investment strategy for its cash
investments in the light of the issues in the banking sector. This review established that
no more than £1m would be place on deposit with any one institution and that all
institution should be rated AA or better for long term investments and A1+ for short
term investments. The Board keeps this situation under review in the light of new
developments.
42
INDITHERM plc
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2008 14 Financial risk management (continued)
Interest rate risks
The Group does not believe that its financial stability is threatened because of an
exposure to interest rate risk and consequently does not hedge against them. The Board
keeps these risks under regular review.
Foreign currency risks
It is recognised that the Company has a growing exposure to the foreign currency risks
as export levels rise and it is appropriate to use spot and forward foreign exchange
contracts, as part of its strategy for foreign currency risk management, to protect the
value of the trading margins and cashflow.
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 2008 54
New provision charged to the income statement 1
Provision utilised during the year (45)
Provision not required released during the year (10)
111
At 31 December 2008 –
222
17 Share capital
2008 2008 2007 2007
Number £’000 Number £’000
Issued, called up and fully paid
Ordinary shares of 1p each 51,112,581 511 51,112,581 511
222 222 222 222
Authorised share capital
Ordinary shares of 1p each 78,000,000 780 78,000,000 780
Preference shares of £1 each 220,000 220 220,000 220
1111 1111
1,000 1,000
222 222
43
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2008 44
INDITHERM plc
18 Reconciliation of operating loss to cash used in operations
Group Company
2008 2007 2008 2007
£’000 £’000 £’000 £’000
Operating loss (502) (927) (502) (1,846)
Profit on disposal of property,
plant and equipment (1) (1) (1) (1)
Depreciation and amortisation 78 86 64 72
Share based payments 12 – 12 –
Decrease in amounts due from subsidiary – – 14 933
Decrease/(increase) in inventories 17 (71) 17 (71)
Decrease/(increase) in trade
and other receivables 280 (330) 280 (330)
(Decrease)/increase in trade
and other payables (311) 39 (311) 39
Decrease in provisions (54) (53) (54) (53)
111 111 111 111
Cash used in operations (481) (1,257) (481) (1,257)
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 2008 2007 2008 2007
£’000 £’000 £’000 £’000
Within one year 71 71 40 35
In the second to fifth years inclusive 286 286 31 44
After five years 214 298 – –
111 111 111 111
571 655 71 79
222 222 222 222
20 Contingent liabilities
The Company received revenue and capital grants totalling £133k in 2003 and 2004, of
which £7k has been recognised in the current year (2007: £7k). 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.
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2008 45
21 Share based payments
No share options were granted, exercised or forfeited during the year. The number of
share options that are in issue at 31 December 2008 is 1,727,297 (2007: 1,727,297), of
which 1,127,297 (2007: 1,127,297) are exercisable at 31 December 2008. Share options are
exercisable at prices between 10p and 222p, with a weighted average exercise price of
42.4p. The weighted average contractual life of outstanding share options is 5.8 years
(2007: 6.8 years).
The expense recognised in the year from equity settled share based payments was £12k
(2007: £nil) in respect of 600,000 share options granted on 21 December 2007. There
were no cash settled share based payment transactions.
The fair value of the share options granted in 2007 was 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 £24,085
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
Expected volatility has been estimated by reference to historic volatility rates for
Inditherm plc shares and benchmarking against other AIM listed companies.
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 note 3 and the
Remuneration Report on page 13. There were no other transactions with key
management.
Company – transactions with subsidiaries
Royalties amounting to £14k (2007: £14k) 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 2008 of £905k (2007:
£919k) have been provided for in full.
Notes forming part of the financial statements (continued)
for the Year ended 31 December 2008 IFRS UK GAAP
2008 2007 2006 2005 2004
£’000 £’000 £’000 £’000 £’000
Income Statement
Turnover 1,983 1,861 1,564 1,035 1,598
Gross profit 1,105 806 409 337 518
Overheads (1,607) (1,605) (1,648) (1,789) (2,082)
Operating loss before
exceptional items (502) (799) (1,087) (1,402) (1,236)
Exceptional costs – (128) (152) (50) (328)
Loss on ordinary activities
after taxation (283) (699) (1,132) (1,279) (1,366)
Loss per share – basic
and diluted (0.6p) (1.4p) (5.4p) (6.1p) (6.5p)
111 111 111 111 111
Balance Sheet
Net current assets 3,336 3,691 1,576 2,794 4,033
Net assets 3,543 3,814 1,707 2,839 4,104
Net funds 3,115 3,485 1,747 2,358 3,571
111 111 111 111 111
The Group adopted IFRS in 2007 and in accordance with the requirements of IFRS the
2006 figures were restated. Restatement of earlier years was not required under IFRS
and accordingly the information presented for 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 2009 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 Thursday 7 May 2009 at
12.00 pm for the following purposes:
ORDINARY BUSINESS
1. To receive and adopt the accounts of the Company for the year ended 31 December
2008 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 John H Markham OBE, retiring by rotation, as director in
accordance with the provisions of the Articles of Association.
SPECIAL BUSINESS
To consider, and if thought if fit, pass the following resolutions, of which Resolution 4
will be proposed as an ordinary resolution and Resolution 5 will be proposed as a
special resolution.
4. Generally and unconditionally to authorise the Directors (subject to the passing of
Resolution 5 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.
5. To empower the directors (subject to the passing of Resolution 4 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
26 March 2009 Wath-upon-Dearne
S63 7LG
47
Notice of Annual General Meeting 48
INDITHERM plc
NOTES:
1. Members entitled to attend and vote at the Annual General Meeting are entitled to appoint one or more proxies to
attend and, upon a poll, vote in their place. A proxy need not be a member of the Company. To appoint more than
one proxy you may photocopy this 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 all 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. To be valid a proxy form together with any power of attorney or other written authority under which it is signed
or a duly certified copy of it (failing previous registration with the Company) must be lodged with the Company’s
registrar, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by 12.00 pm on 5 May
2009. Completion and return of proxy forms will not preclude shareholders from attending and voting at the
Meeting in person should they wish to do so.
3. Only holders of ordinary shares or their proxies are entitled to attend and vote at the Annual General Meeting.
4. In the case of a corporation this form of proxy must be given under its common seal, or signed by two directors
or by a director and the secretary, or signed on its behalf by an attorney or a duly authorised officer of the
corporation.
5. In the case of joint holders, any one of them may sign but the names of all joint holders should be stated. The vote
of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of
the other joint holders and for this purpose seniority will be determined.
6. Corporate representatives must make themselves known before the start of the Annual General Meeting.
7. 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.
8. 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 not later than 12.00 pm on 5 May 2009 or in the case of any adjournment no later than 48 hours before
the time fixed for the adjourned meeting.
9. 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 close of business on 5 May 2009 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.
Notice of Annual General Meeting (continued)  Preliminary Announcement – March
 Annual General Meeting – May
 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