Annual Report
and
Financial Statements 2002 INDITHERM plc
Contents
Page
Inditherm at a glance 1
Directors and advisers 2
Chairman’s statement 3
Chief Executive’s review 5
Financial review 7
Directors and Board Committees 8
Statement of Corporate Governance 9
Remuneration report 11
Report of the directors 12
Statement of directors’ responsibilities 14
Independent auditors’ report 15
Consolidated profit and loss account 17
Consolidated balance sheet 18
Company balance sheet 19
Consolidated cash flow statement 20
Notes to the financial statements 21
Five year summary 32
Notice of Annual General Meeting 33
Financial Calendar 35 1
INDITHERM at a glance
Based near Rotherham, South Yorkshire, Inditherm designs and manufactures heating solutions
using the Company’s innovative low voltage polymer. The technology provides a flexible heating
surface that can produce uniform working heat output to +120°C, powered by a low voltage
(typically 24v) power supply . Applications for the technology are wide spread, though the business
is initially focused on key markets which will enable the establishment of a premium brand 
for heated products. To achieve this goal the Company is organised into the following 
operating groups. 
Specialises in heating solutions for critical temperature management and frost protection for
pipelines and storage containers. Principal markets include confectionery, utilities, food and
chemical processing. Inditherm provides a complete solution of design, build and installation.
Specialises in heating solutions for maintaining core body temperature and improving infection
and wound treatment, plus the recently launched Speedheat range of physiotherapy products.
In partnership with Pegasus Ltd, the Inditherm range of Operating Theatre products combine
effective patient warming performance with reduced operating costs to hospitals throughout 
the UK. 
Specialises in heating solutions for third party partners to incorporate into existing or new end user
products. Examples of products developed to date include heated inserts for steering wheels,
pizza delivery bags and pharmaceutical transportation.
Specialises in heating solutions for personal protection against cold. Products include a range of
own brand clothing and a number of potential partnerships in the leisure wear and cold water
survival suit market.
Formed in November 2002, to handle the development and market exploitation of using the
Inditherm technology for various concrete curing applications, working in conjunction with
Sheffield Hallam University, School of Construction. 2
Directors M S Abrahams (Chairman)
C R Tarry
P J O’Grady
K A Lees
J H Markham
Secretary and K A Lees, Inditherm House, Houndhill Park, Bolton Road,
registered Wath upon Dearne, Rotherham, S63 7JY
office
Company 3587944
number
Accountants and Tenon Limited, Charnwood House, Gregory Boulevard, 
business advisers Nottingham, NG7 6NX
Auditor Blueprint Audit Limited, Charnwood House, Gregory Boulevard,
Nottingham, NG7 6NX
Bankers HSBC, Montgomery Road, Wath Upon Dearne, Rotherham, S63 7QW
Nominated Collins Stewart Limited, 9th Floor, 88 Wood Street, London, EC2V 7QR
adviser and 
broker
Legal advisers Freethcartwright, Willoughby House, 20 Low Pavement,
Nottingham, NG1 7EA
Registrars Capita IRG Plc, Bourne House, 34 Beckenham Road, 
Beckenham, Kent, BR3 4TU
INDITHERM plc 3
Chairman’s Statement
Introduction
In my first report to you a year ago I stated that following the Company’s flotation on
AIM in December 2001 the Board’s short term goals were to progress the commercial
growth of the business, expand our product range and develop and strengthen our
relationships with key customers. Though our initial rate of expansion was slowed
during 2002 by the general climate for capital equipment investment in the UK, I am
very pleased to be able to report to you now that we have made good progress in each
of the above areas. 
Results for the year 
Turnover for the year increased overall by 43% to £683,000 (2001: £477,000). After
adjusting for one-off exclusivity payments included within both years, product sales
increased by 61%. The level of administrative expenses necessarily committed to
develop the business resulted in an operating loss of £781,000 for the year (2001: loss
£235,000) and after net interest income of £42,000 (2001: net cost £21,000) the loss before
tax was £739,000 (2001: loss £256,000). Loss per share was 6.8 pence (2001: loss
3.0 pence).
As a result of the loss for the year, together with capital investment in our new
premises, the year end net cash balance reduced to £0.90 million (2001: £2.12 million).
Dividends
Last year I reported the Board’s intention to devote the Company’s financial resources
to business development and product range expansion. This intention, which the
Board believes to be in the shareholders’ best interests, has been pursued during 2002
and will continue for the foreseeable future. Therefore the Board still does not expect
to declare a dividend during the Company’s continuing formative period.
Management
As announced in September 2002, as part of our succession planning Colin Tarry,
formerly Managing Director, took the role of Chief Executive as from 1 October 2002.
Pat O’Grady, the founder of the Company, remains as an executive director in a part-
time capacity, providing guidance, support and technical advice to the Board during
the medium term.
At managerial level, some restructuring and reorganisation of responsibilities within
sales, engineering and production has been implemented to facilitate growth. 
Employees
Given the very substantial increase in enquiry and quotation levels, we have taken on
additional resource to meet our medium term requirement. Though still small, our
workforce has doubled in numbers during the year. In our formative period much work
has been put into setting up systems and procedures to establish ourselves for the future.
On behalf of the Board I thank all our staff most sincerely for their sustained support. 4
Outlook
Though trading patterns are still likely to be somewhat erratic until the second half of
this year, we are now seeing an encouraging growth in enquiries in each of our target
markets, both in the UK and overseas. We have also been improving our
manufacturing efficiency and exercising stringent controls on our cost base to
maximise our opportunity to move into profitable operation.
In the Industrial market the Inditherm product is now receiving considerably more
customer enquiries, albeit that the nature of the business means that it is often several
months before these can be converted into orders. Our sales and marketing activity for
Industrial products now has the additional support of a team of UK agents and two
European distributors, with further distributors still being sought.
Following the launch of our new control unit in September 2002, our Medical business
has seen the return of heated mattress sales via Pegasus, who are now also actively
promoting the Inditherm medical product range in Europe.
Custom products has received the first full production orders for steering wheel
inserts, while our customers for pizza bag and pharmaceutical transportation inserts
are currently negotiating new supply contracts for their products.
The potential for the year ahead appears encouraging, with requests for quotations on
a substantial volume of work. The result in the short term will be dependent upon the
rate at which these quotes can be converted into production orders.
MARK ABRAHAMS
Chairman
20 March 2003
Chairman’s Statement (continued)
INDITHERM plc Chief Executive’s Review
Over the last year we have invested in the infrastructure required to generate and
support business in our various market sectors. We have continued the process of
establishing our technology in our key markets and commenced the process of creating
wider market access.
Industrial solutions
Our technology continues to become accepted for many critical temperature
applications in the process control sector. However, the rate of sales increase has been
affected by the general capital investment climate in the UK, resulting in a slower than
projected take up. We are building on the successful trials work completed during the
year and our products have become a preferred solution for a growing number of
companies operating in food processing and maritime cargo vessels. 
We commenced a programme of identifying and appointing distributors and
representatives that will expand our access to a broader industrial market. In the
second half of the year we appointed a UK group to represent Inditherm in the general
industrial market and European distributors in Finland and Italy. This programme will
continue as a priority to provide a platform of increased market access to support
continued growth.
Medical products
During the year we redesigned the control unit for the original range of operating
theatre products to provide greater capability and to enable access to the international
market. Pegasus launched the new unit in the UK in October 2002 with plans to
establish an international presence in 2003. Following increased demand for our
products in the first quarter of 2002, sales slowed in the remainder of the year in
anticipation of the new unit launch. 
Product development for Pegasus has been focused on the existing range of products, with
future developments of wound dressing and other applications under review for 2003.
In December 2002, a new range of physiotherapy products was launched under the
brand name Speedheat. Early indications are that this range is proving to be of benefit
to the professional sporting community in the treatment of muscle injuries and
improving the recovery time of injured players. 
Custom products
Our Custom Products group has developed new innovative solutions that have been
brought to market during the year. The development programme for steering wheels has
been completed, with initial production orders being received in the first quarter of 2003,
in line with the time scale reported last year. Whilst at a low volume, this initial production
platform provides the baseline design that can be used in future vehicle production.
A distribution and exclusivity agreement with Laminar Medica commenced in October
2002. Initial production quantities have been completed enabling Laminar Medica to
launch the ActivHeat range of heated pharmaceutical containers. Although the
products have only recently been launched, the indications are that production
requirements will become more evenly spread from mid 2003.
5 6
The range of heated inserts used for pizza delivery bags has been extended to cover
various units for a wide range of take-away food delivery systems. Market access has
been limited to trials by a number of major companies in the home delivery market.
Production requirements are now being received for both pizza and curry bag inserts,
with a new range of home use products planned for launch  in  the second quarter of 2003.
In November 2002, we established Inditherm Construction Ltd which will be
responsible for completing the development and market exploitation of Inditherm for
various concrete curing applications. Working in conjunction with Sheffield Hallam
University, School of Construction, a programme has already commenced to research
and develop enhanced methods of controlling the concrete curing process. Initial
results have been very encouraging, although it is not expected that we will have
products to market until 2004. 
Future development
After a demanding year, where the manufacturing facility has been relocated, staff
levels increased and our operating systems brought up to the level required to support
future growth, we are looking forward to a period of expansion and realisation of
potential business. 
In the industrial sector we look forward to further expanding our access to both
national and international markets. We will remain focused on establishing our
technology as the preferred alternative to traditional solutions, building on the
growing acceptance of our capability within major industrial groups. During 2003, we
will undertake product developments that open up new markets that require
hazardous area approval and higher operating temperatures.
We will continue to work closely with Pegasus to accelerate growth within the
international medical market for existing products and to develop new products.
Expansion into Europe and the USA will be the priority for the relaunched operating
theatre range. We expect Pegasus to develop the Speedheat range for use in hospitals
and residential care homes. 
Custom Products will concentrate on the three principal product ranges brought to
market over the last twelve months, working with our partners to increase throughput
and establish the Inditherm technology within these fields. We will continue to explore
new opportunities as they arise, with a view to developing new products that have the
potential for high returns in future years.  
Since taking the position of Chief Executive in October 2002, my focus has been to
build on the work started by Pat O’Grady, to establish Inditherm as the preferred
supplier in our core markets. We have many opportunities and challenges ahead of us
as we look forward with confidence that Inditherm will start to realise its full potential.
COLIN TARRY
Chief Executive
20 March 2003
Chief Executive’s Review (continued)
INDITHERM plc 7
Financial Review
Trading results
Having derived the majority of sales from Medical products in the first half of the year,
which included the second exclusivity payment of £200,000 from Pegasus, Industrial
sales activity proved strongest in the second half, mainly through increased take-up
within the food manufacturing sector. Overall, full year turnover was £683,000
(2001: £477,000), an increase of 43%, though the increase in product sales, after
adjusting for one-off exclusivity payments, was 61%.
To support the development of the business, necessary investment was made during
the year in several key personnel and in increased sales and marketing activity.  A level
of ongoing legal and professional costs associated with being a plc has also added to
the cost base. Consequently total administration expenses increased to £1.13 million
(2001: £519,000), resulting in an operating loss of £781,000 (2001: £235,000). In the
absence of the one-off costs and by maintaining tight controls, our ongoing rate of
administration expenses is currently being held below the 2002 level. Costs will only
be increased  with increased trading activity. Cash resources generated net interest
income for the year of £42,000 (2001: net cost £21,000), giving a pre tax loss of £739,000
(2001: loss £256,000). 
With only a minimal increase in issued share capital during the year via exercises of
share options, loss per share increased to 6.8 pence (2001: loss 3.0 pence).
Cash resources and net assets
Cash outflow from operations for the year was £855,000 (2001: £89,000), reflecting the
operating loss incurred plus a £140,000 working capital increase, most of which  related
to payment of costs of flotation  outstanding at the end of 2001. The move to our new
premises in mid year included fit-out and equipment costs of £260,000 out of total
capital expenditure for the year of £428,000 (2001: £4,000). Against these outflows
£125,000 (2001: nil) was received from exercises of share options.
Net funds at the year end after deduction of hire purchase and factoring liabilities were
£738,000 (2001: £2.10 million), while cash balances totalled £0.90 million (2001:
£2.12 million). The £250,000 current asset investment represents a deposit, the majority
of which is to secure our current premises. 
Shareholders’ funds amounted to £1.48 million (2001: £2.08 million), the sustained
deficit for the year being partly offset by the share options exercised.
Taxation 
As the Company has continued to incur trading losses no corporation tax liability has
yet arisen. Accumulated tax losses to the end of 2002 of £1.108 million (2001: £556,000)
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 provision of £22,000 in the year on qualifying expenditure.
KEITH LEES
Finance Director
20 March 2003 8
Directors and Board Committees
Directors
Mark Abrahams (Aged 48, 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.
Colin Tarry (Aged 43, Chief Executive)
Colin joined the company in 1999, and has extensive experience in growing technology
businesses in international markets. A production engineer by training, he has 15 years
experience at board level in successful turnaround and start up businesses in both the
UK and USA.  He also has been a member of group acquisition and strategy panels for
technology divisions of Penny and Giles Plc and Bowthorpe Plc.
Patrick O’Grady (Aged 59, Executive Director)
Patrick is an engineer by training and has been involved in engineering companies for
most of his working life including running PJO Industrial Limited which provides
equipment and services to utility companies principally electronic, hydraulic and
mechanical repair and calibration. He has been closely involved in the development of
Inditherm over several years using the resources of PJO Industrial Limited prior to
founding the Company in 1998. PJO Industrial Limited is a company which is
controlled by Mr O’Grady.
Keith Lees (Aged 51, Finance Director)
Keith joined the Company in December 2001. He is a Chartered Accountant and has
over 25 years industrial experience gained at group and operating company level in
both public and private companies mainly in the manufacturing, engineering and
contracting sectors. Keith has been finance director for Plumbs Limited and acting
finance director of AB Marwin Limited.
John Markham OBE (Aged 56) *
John was appointed on 14 March 2002. He is a Chartered Engineer with a degree in
chemical engineering and was awarded the OBE in 1995 for services to British industry .
He has a wealth of experience in industries related to the Company’s products and
applications having spent twenty years with I.C.I. and more recently holding the
position of Chief Executive of Hickson International PLC.
* Non-executive
Board committees
The principal standing committees appointed by the Board are as follows:
Audit committee Remuneration committee Nomination committee
Mark Abrahams Chairman John Markham Chairman Mark Abrahams Chairman
John Markham Mark Abrahams John Markham
Colin Tarry
INDITHERM plc 9
Statement of Corporate Governance
The Board is committed to high standards of corporate governance in relation to the
Company’s size and sets out below details of how it has applied those provisions
considered appropriate to the group’s circumstances:
Board composition
The Board has three executive directors and two independent non-executive directors.
Details of the Board members appear on page 8. 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.
The additional recommendations included in the recent Higgs Report on corporate
governance are currently being considered by the Board.
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 8.
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.
The Board is considering the recommendations included in the Smith Report on the
composition and role of the Audit Committee, due to be implemented by July 2003.
The report of the Remuneration Committee is set out on page 11.
The Nomination Committee has recently been created to consider succession planning,
review the structure, size and composition of the Board and nominate candidates to fill
Board vacancies. Detailed terms of reference for this Committee are currently being
established.
Board appointments
Any decision to appoint a replacement or additional director is taken by the entire
Board in formal meeting. Future appointments will include full consideration of the
recommendations of the Nomination Committee. Where necessary new members of
the Board will be provided with appropriate training in respect of their role and duties
as a public company director.  Statement of Corporate Governance (continued)
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 20 working days before the
meeting. Resolutions are proposed on each substantially separate issue. At the AGM,
the Company will indicate the level of proxy voting and the directors will be available
to answer questions.
Internal control
The directors acknowledge their responsibility for the group’s systems of internal
control.
Continuous action has been taken over the last twelve months to further the process
which commenced immediately following flotation of strengthening and extending the
level of controls in operation. The directors can now report that the requirements of the
Combined Code have been implemented as they believe appropriate for the
Company’s size and requirements. 
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
consider 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.
The Company does not currently operate an internal audit function. The Board keeps
this requirement under review in relation to the size and complexity of the business.
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.
10
INDITHERM plc 11
Remuneration Report
Composition
The members of the Remuneration Committee are set out on page 8. This Committee
is responsible for the determination of the remuneration policy of the group’s executive
directors and senior executives.
Details of each individual director’s remuneration and share options are included in
note 4 to the financial statements and those of directors’ shareholdings are set out in
the Report of the Directors.
Policy on remuneration of executive directors and senior executives
Remuneration policy
The Committee endeavours to offer competitive remuneration packages which are
designed to attract, retain and motivate executive directors and senior executives of the
highest calibre. 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. As a result of slower trading conditions the directors
volunteered during the year to accept pay reductions of between 10% and 15%. This
will be reviewed as trading levels improve.
The main components in determining pay are:
 Basic salary/fees and benefits
Salary ranges are reviewed annually and when an individual changes position or
responsibility. Benefits comprise the provision of a vehicle allowance and private
health insurance.
 Annual bonus
Annual performance targets for executive directors are set for both the short and
long term. The bonus scheme includes individual objectives and targets linked to
the group’s performance for its key performance indicators.
 Executive share options schemes
C R Tarry , P J O’Grady and K A Lees have service contracts requiring 12 months written
notice given by either party.
Directors’ pension policy
Executive directors receive pension contributions of 5% of salary.
Non executive directors
The remuneration for the non-executive directors 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. They are not eligible for
pension scheme membership and do not participate in any of the group’s bonus or
incentive schemes. The non-executive directors have service contracts for a fixed
period of 2 years.
J H Markham
Chairman, Remuneration Committee
20 March 2003 12
Report of the Directors
For the year ended 31 December 2002
The directors present their report together with the group’s audited financial
statements for the year ended 31 December 2002.
Results and dividends
The profit and loss account is set out on page 17 and shows the result for the year.
The directors do not recommend the payment of an ordinary dividend.
Principal activity and business review
The principal activity of the group is the manufacture, sale, installation and licensing
of specialised heating products. A review of the group’s development during the year
and its prospects are given in the Chairman’s Statement on page 3.
Research and development
The group continues to invest in research and development, the costs of which have
been expensed to the profit and loss account.
Directors
The directors of the Company during the year and their interests in the ordinary share
capital of the Company  were:
Ordinary Ordinary
shares shares
of 1p each of 1p each
2002 2001
Number Number
M S Abrahams 25,773 25,773
C R Tarry 277,500 277,500
P J O’Grady 3,449,536 3,449,536
K A Lees – –
J H Markham (appointed 14 March 2002) 7,183 –
Substantial interests
At 28 February 2003 the Company had been notified of the following interests
(excluding the interests of the directors) which amounted to 3% or more of the issued
capital of the Company.
Shareholder Number of Percentage
shares holding
Brymarc Limited 1,239,000 11.8
RBSI Custody Bank Limited 525,000 5.0
Threadneedle UK Smaller Companies Fund 495,000 4.7
Norwich UK Growth Fund 475,000 4.5
Schroder UK Smaller Companies Fund 445,000 4.2
John Buckley 375,907 3.6
INDITHERM plc 13
Charitable and political donations
During the year the group made no charitable or political donations.
Creditor payment policy and practice
It is the group’s policy to settle all trade creditors within the normal commercial terms
of trade agreed with each supplier. The number of days purchases represented by trade
creditors at the year end was 56 (2001: 53).
Re-appointment of Auditors
A resolution to re-appoint Blueprint Audit Limited as the Company’s auditors will be
proposed at the Annual General Meeting.
Special Business
Resolution 4 in the Notice of Annual General Meeting on page 32 renews the authority
of the directors to allot relevant securities. The nominal amount of securities to which
the authority relates is £15,000, which represents approximately 14.2% of the
Company’s current issued share capital. This authority will expire at the earlier of
either the 2004 Annual General Meeting or fifteen months from the date the resolution
is passed. The directors have no present intention of exercising this authority.
Resolution 5 waives the statutory pre-emption rights under section 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 £15,000, 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 the shareholders and they therefore recommend shareholders to vote in
favour of the resolutions.
By order of the Board
K A LEES
Secretary
20 March 2003 14
Statement of Directors’ Responsibilities
Company law requires the directors to prepare financial statements for each financial
year which give a true and fair view of the state of affairs of the group and Company
and of the profit or loss of the group for that year. In preparing those financial
statements, the directors are required to:
 select suitable accounting policies and then apply them consistently;
 make judgements and estimates that are reasonable and prudent;
 state whether applicable accounting standards have been followed subject to any
material departure disclosed and explained in the financial statements; and
 prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the group will continue in business.
The directors are responsible for keeping proper accounting records which disclose
with reasonable accuracy at any time the financial position of the 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 group and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
INDITHERM plc Independent Auditors’ Report to the shareholders of
Inditherm plc
We have audited the financial statements of Inditherm plc for the year ended
31 December 2002 which comprise the Consolidated Profit and Loss Account,
Consolidated Balance Sheet, Company Balance Sheet, Consolidated Cash Flow
Statement and the related notes. These financial statements have been prepared under
the historical cost convention and the accounting policies set out therein.
This report is made solely to the Company’s members, as a body, in accordance with
Section 235 of the Companies Act 1985. Our audit work has been undertaken so that
we might state to the Company’s members those matters we are required to state to
them in an auditor’s report and for no other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to anyone other than the Company and
the Company’s members as a body, for our audit work, for this report, or for the
opinions we have formed.
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the Annual Report and the financial
statements in accordance with applicable law and United Kingdom Accounting
Standards 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 United Kingdom Auditing Standards.
We report to you our opinion as to whether the financial statements give a true and fair
view and are properly prepared in accordance with the Companies Act 1985. We also
report to you if, in our opinion, the Directors’ Report is not consistent with the financial
statements, if the Company has not kept proper accounting records, if we have not
received all the information and explanations we require for our audit, or if
information specified by law regarding directors’ remuneration and transactions with
the Company is not disclosed.
We read other information contained in the Annual Report, and consider whether it is
consistent with the audited financial statements. This other information comprises
only the Directors’ Report, the Chairman’s Statement, the Chief Executive’s Review,
the Financial Review, the Statement of Corporate Governance and the Remuneration
Report. 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.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom Auditing Standards
issued by the Auditing Practices Board. An audit includes examination, on a test basis,
of evidence relevant to the amounts and disclosures in the financial statements. 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 circumstances, consistently applied and
adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we consider 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.
15 Opinion
In our opinion the financial statements give a true and fair view of the state of the
affairs of the Company and the group as at 31 December 2002 and of the result of the
group for the year then ended and have been properly prepared in accordance with the
Companies Act 1985.
BLUEPRINT AUDIT LIMITED
Chartered Accountants
and Registered Auditor
Nottingham
20 March 2003
16
INDITHERM plc 17
Consolidated Profit and Loss Account
For the year ended 31 December 2002
2002 2001
Notes £’000 £’000
T urnover 2 683 477
Cost of sales (330) (193)
–––––––––– ––––––––––
Gross profit 353 284
Administrative expenses (1,134) (519)
–––––––––– ––––––––––
Operating loss 5 (781) (235)
Interest receivable 49 2
Interest payable 6 (7) (23)
–––––––––– ––––––––––
Loss on ordinary activities before taxation (739) (256)
Taxation credit from loss on ordinary activities 7 22 44
–––––––––– ––––––––––
Loss on ordinary activities after taxation (717) (212)
Dividends 8 – (3)
–––––––––– ––––––––––
Sustained deficit for the year 19 (717) (215)
–––––––––– –––––––––– –––––––––– ––––––––––
Loss per share – basic and diluted 9 (6.8)p (3.0)p
–––––––––– –––––––––– –––––––––– ––––––––––
All amounts relate to continuing activities.
All recognised gains and losses are included within the profit and loss account. 18
Consolidated Balance Sheet
at 31 December 2002
2002 2001
Notes £’000 £’000 £’000 £’000
Fixed assets
Intangible assets 10 84 97
Tangible assets 11 386 21
–––––––––– ––––––––––
470 118
Current assets
Stocks 13 63 64
Debtors 14 282 381
Investment 15 250 –
Cash at bank and in hand 897 2,118
–––––––––– ––––––––––
1,492 2,563
Creditors: amounts falling due within 
one year 16 (435) (597)
–––––––––– ––––––––––
Net current assets 1,057 1,966
–––––––––– ––––––––––
Total assets less current liabilities 1,527 2,084
Creditors: amounts falling due after more
than one year 17 (46) (2)
–––––––––– ––––––––––
Net assets 1,481 2,082
–––––––––– –––––––––– –––––––––– ––––––––––
Capital and reserves – equity
Called up share capital 18 105 104
Share premium 19 2,800 2,685
Other reserve 19 50 50
Profit and loss account 19 (1,474) (757)
–––––––––– ––––––––––
Shareholders’ funds 20 1,481 2,082
–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
Approved by the Board on 20 March 2003 and signed on its behalf by:
C R TARRY K A LEES
Director Director
INDITHERM plc 19
Company Balance Sheet
at 31 December 2002
2002 2001
Notes £’000 £’000 £’000 £’000
Fixed assets
Tangible assets 11 386 21
Investments 12 – –
–––––––––– ––––––––––
386 21
Current assets
Stocks 13 63 64
Debtors: amounts falling due within one year 14 282 381
Debtors: amounts falling due after more
than one year 14 988 1,000
Investment 15 250 –
Cash at bank and in hand 896 2,118
–––––––––– ––––––––––
2,479 3,563
Creditors: amounts falling due within 
one year 16 (435) (597)
–––––––––– ––––––––––
Net current assets 2,044 2,966
–––––––––– ––––––––––
Total assets less current liabilities 2,430 2,987
Creditors: amounts falling due after 
more than one year 17 (46) (2)
–––––––––– ––––––––––
Net assets 2,384 2,985
–––––––––– –––––––––– –––––––––– ––––––––––
Capital and reserves – equity
Called up share capital 18 105 104
Share premium 19 2,800 2,685
Other reserve 19 50 50
Profit and loss account 19 (571) 146
–––––––––– ––––––––––
Shareholders’ funds 20 2,384 2,985
–––––––––– –––––––––– –––––––––– ––––––––––
Approved by the Board on 20 March 2003 and signed on its behalf by:
C R TARRY K A LEES
Director Director 20
Consolidated Cash Flow Statement
For the year ended 31 December 2002
2002 2001
Notes £’000 £’000 £’000 £’000
Net cash outflow from operating activities 21 (855) (89)
Returns on investments and servicing 
of finance
Interest received 49 2
Interest paid (2) (22)
Interest element of hire purchase payments (5) (1)
Preference dividend paid – (3)
–––––––––– ––––––––––
Net cash inflow/(outflow) from returns on
investments and servicing of finance 42 (24)
Taxation – 27
Capital expenditure and financial investment
Purchase of tangible fixed assets (318) (4)
Sale of tangible fixed assets 10 –
Purchase of current asset investment 15 (250) –
–––––––––– ––––––––––
Net cash outflow from capital expenditure
and financial investment (558) (4)
–––––––––– ––––––––––
Net cash outflow before management of
liquid resources and financing (1,371) (90)
Management of liquid resources
Decrease/(increase) in cash on
short-term deposit 22 1,158 (2,000)
Financing
Issue of shares 125 3,330
Expenses paid in connection with share 
issues (9) (749)
Redemption of preference shares – (220)
Related party loan – (68)
Capital element of hire purchase payments 22 (37) (4)
Movement on factoring account 22 64 (24)
–––––––––– ––––––––––
Net cash inflow from financing 143 2,265
–––––––––– ––––––––––
(Decrease)/increase in cash 23 (70) 175
–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
INDITHERM plc 21
Notes forming part of the financial statements
For the year ended 31 December 2002
1 Accounting Policies
The financial statements have been prepared under the historical cost convention and
are in accordance with applicable accounting standards. The following principal
accounting policies have been applied:
New accounting standards
FRS18 “Accounting Policies” and FRS19 “Deferred Tax” have been adopted for the first
time in these financial statements.
Basis of consolidation
The financial statements of the group consolidate the financial statements of Inditherm
plc and its subsidiary undertakings up to 31 December 2002 using acquisition
accounting. The results of subsidiary undertakings acquired during a financial period
are included from the effective date of acquisition.
The Company has taken advantage of the exemption under Section 230 of the
Companies Act 1985 and has not presented its own profit and loss account. 
The group loss for the year includes an amount of £717,000 loss (2001: £688,000 profit)
in respect of the parent Company.
Turnover
Turnover represents sales to outside customers at invoiced amounts less value added
tax and trade discounts. Where appropriate, the recognition of income is deferred
according to the specific circumstances of material transactions, see note 16.
Intangible fixed assets
Purchased intellectual property rights are capitalised and amortised over the directors’
estimate of their useful economic life of 10 years. In addition, provision is made for any
impairment in value.
Research and development costs
Research expenditure is written off in the year in which it is incurred.
Investments
Investments held as fixed and current assets are stated at cost less provision for any
impairment in value.
Depreciation
Depreciation is provided to write off the cost, less estimated residual values, of all fixed
assets evenly over their expected useful lives. It is calculated at the following straight
line rates:
Plant, machinery and office equipment – 20% per annum
Fixtures and fittings – 10%-15% per annum
Motor vehicles – 25% per annum
Stocks
Stocks are valued at the lower of cost and net realisable value. Cost is based on the cost
of purchase on a first in, first out basis. Net realisable value is based on estimated
selling price less additional costs to completion and disposal. 22
Notes forming part of the financial statements (continued)
For the year ended 31 December 2002
1 Accounting Policies (continued)
Leasing and hire purchase commitments
Assets acquired under hire purchase contracts are capitalised in the balance sheet and
depreciated over their expected useful lives. The interest element is charged to the
profit and loss account over the term of the contract. Rentals in respect of operating
leases are charged to the profit and loss account on a straight line basis over the term
of the agreement.
Deferred taxation
The payment of taxation is deferred or accelerated because of timing differences
between the treatment of certain items for accounting and taxation purposes. Full
provision for deferred taxation is made under the liability method, without
discounting, on all timing differences that have arisen, but not reversed by the balance
sheet date, unless such provision is not permitted by FRS 19.
Financial instruments
In adopting Financial Reporting Standard 13: Derivatives and other financial
instruments, the group has not treated short term debtors and creditors as financial
assets and liabilities.
Employee share schemes
Provision is made for National Insurance contributions on options granted on or after
6 April 1999 under unapproved share option schemes. Provision is made at the
prevailing rate on the difference between the period end share value and the grant
price, being the best estimate of the ultimate liability at each period end.
Pension costs
Contributions to the group’s stakeholder pension scheme and to employees’ personal
pension schemes are charged to the profit and loss account in the year in which they
become payable.
2 T urnover
All turnover, losses and net assets are wholly attributable to the principal activity of the
group being the manufacture, sale, installation and licensing of specialised heating
products and arose solely within the United Kingdom.
INDITHERM plc 23
3 Employees
2002 2001
£’000 £’000
Staff costs consist of:
Wages and salaries 596 264
Social security costs 52 24
Pension costs 16 11
–––––––––– ––––––––––
664 299
–––––––––– –––––––––– –––––––––– ––––––––––
Average number of persons including executive directors employed:
2002 2001
Number Number
Management and administration 4 2
Sales 4 3
Development 4 2
Production 8 4
–––––––––– ––––––––––
20 11
–––––––––– –––––––––– –––––––––– ––––––––––
4 Directors
The emoluments of the directors of the Company were as follows:
Pension Benefits 2002 2001
Salary contribution in kind Total Total
£’000 £’000 £’000 £’000 £’000
M S Abrahams 10 – – 10 –
C R Tarry 88 3 14 105 56
P J O’Grady 87 4 20 111 51
K A Lees 70 2 11 83 4
J H Markham 11 – – 11 –
–––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
266 9 45 320 111
–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
Contributions to a defined contribution pension scheme were paid on behalf of 
3 directors (2001: 2) during the year.
An analysis of the share options held by each director is set out below:
Date of Option 2002 2001
Grant Price Number Number
M S Abrahams 10/12/01 97p 207,540 207,540
C R Tarry 10/12/01 97p 206,863 206,863
K A Lees 10/12/01 97p 51,546 51,546
J H Markham 9/4/02 222p 30,000 –
Outstanding options are exercisable within ten years of the date of grant. Notes forming part of the financial statements (continued)
For the year ended 31 December 2002
5 Operating loss
2002 2001
£’000 £’000
This is arrived at after charging/(crediting):
Depreciation of owned assets 27 2
Depreciation of assets held under hire purchase contracts 23 5
Amortisation of intangible fixed assets 13 11
Loss on disposal of fixed assets 3 –
Operating lease costs – plant and machinery 18 9
– other operating leases 26 –
Auditors’ remuneration 15 7
Research and development 118 105
Exceptional income (200) (200)
Grant income (36) –
–––––––––– –––––––––– –––––––––– ––––––––––
The exceptional income included in sales relates to the sale of worldwide distribution
rights in the medical market for particular products developed by the group, see 
note 16.
6 Interest payable
2002 2001
£’000 £’000
Bank overdraft and loans 2 22
Hire purchase 5 1
–––––––––– ––––––––––
7 23
–––––––––– –––––––––– –––––––––– ––––––––––
7 Taxation credit from loss on ordinary activities
(a) Analysis of credit in year
2002 2001
£’000 £’000
Current tax:
UK corporation tax (22) (44)
–––––––––– –––––––––– –––––––––– ––––––––––
24
INDITHERM plc 7 Taxation credit from loss on ordinary activities (continued)
(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:
2002 2001
£’000 £’000
Loss on ordinary activities before taxation (739) (256)
–––––––––– ––––––––––
Loss on ordinary activities multiplied by
expected rate of corporation tax of 19% (2001: 20%) (140) (51)
Effects of:
Expenses not deductible for tax purposes 15 17
Depreciation in excess of capital allowances 8 2
Research and development tax credit (22) (44)
Trading losses carried forward 117 32
–––––––––– ––––––––––
(22) (44)
–––––––––– –––––––––– –––––––––– ––––––––––
(c) Factors that may affect future tax charges
The group has tax losses estimated at £1,108,000 (2001: £556,000) available for relief
against future trading profits.
8 Dividends
2002 2001
£’000 £’000
Preference – 2001 paid 1.4p per share – 3
–––––––––– –––––––––– –––––––––– ––––––––––
9 Loss per share
The calculation of loss per ordinary share is based on losses of £717,000 (2001: £212,000)
and on a weighted average of 10,486,691 (2001: 7,110,098) ordinary shares in issue
during the year. The share options are anti-dilutive due to the loss in the year.
10 Intangible fixed assets
Intellectual
Group property rights
£’000
Cost
At 1 January 2002 and 31 December 2002 136
–––––––––– ––––––––––
Amortisation
At 1 January 2002 39
Provided for the year 13
––––––––––
At 31 December 2002 52
–––––––––– ––––––––––
Net book value
At 31 December 2002 84
–––––––––– ––––––––––
At 31 December 2001 97
–––––––––– ––––––––––
25 Notes forming part of the financial statements (continued)
For the year ended 31 December 2002
11 Tangible fixed assets
Group and Company Plant,
Fixtures machinery,
and office Motor
fittings equipment vehicles T otal
£’000 £’000 £’000 £’000
Cost
At 1 January 2002 7 6 20 33
Additions 202 72 154 428
Disposals – – (20) (20)
–––––––––– –––––––––– –––––––––– ––––––––––
At 31 December 2002 209 78 154 441
–––––––––– –––––––––– –––––––––– ––––––––––
Depreciation
At 1 January 2002 3 2 7 12
Provided for the year 13 8 29 50
Disposals – – (7) (7)
–––––––––– –––––––––– –––––––––– ––––––––––
At 31 December 2002 16 10 29 55
–––––––––– –––––––––– –––––––––– ––––––––––
Net book value
At 31 December 2002 193 68 125 386
–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
At 31 December 2001 4 4 13 21
–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
The net book value of tangible fixed assets includes an amount of £99,000 
(2001 – £13,000) in respect of assets held under hire purchase contracts.
12 Fixed asset investments – Company
Investments in subsidiaries at cost:
£
At 1 January 2002 4
Addition 100
––––––––––
At 31 December 2002 104
–––––––––– ––––––––––
During the year the Company acquired the entire share capital of Inditherm
Construction Limited, a dormant company.
Inditherm plc has the following wholly owned subsidiaries registered and operating in
Great Britain:
Name Nature Class of
of business share
Inditherm (Medical) Limited Holding company for intellectual Ordinary
property rights
Inditherm (Industrial) Limited Dormant Ordinary
Inditherm Construction Limited Dormant Ordinary
26
INDITHERM plc 27
13 Stocks
Group and Company
2002 2001
£’000 £’000
Raw materials 61 55
Work in progress 2 9
–––––––––– ––––––––––
63 64
–––––––––– –––––––––– –––––––––– ––––––––––
14 Debtors
Group Company
2002 2001 2002 2001
£’000 £’000 £’000 £’000
Trade debtors 148 262 148 262
Amount owed by subsidiary undertaking – – 988 1,000
Other debtors 128 105 128 105
Prepayments 6 14 6 14
–––––––––– –––––––––– –––––––––– ––––––––––
282 381 1,270 1,381
–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
All amounts shown under debtors fall due for payment within one year, with the
exception of the amount owed by subsidiary undertaking.
15 Current asset investment
Unlisted investment – group and company £’000
Addition and at 31 December 2002 250
–––––––––– ––––––––––
The current asset investment is a with profits bond which secures the leasehold premises.
16 Creditors: amounts falling due within one year
Group and Company
2002 2001
£’000 £’000
Bank overdraft 7 –
Factoring account 69 5
Trade creditors 141 243
Taxation and social security 18 80
Obligations under hire purchase contracts 37 8
Other creditors – 5
Accruals and deferred income 163 256
–––––––––– ––––––––––
435 597
–––––––––– –––––––––– –––––––––– ––––––––––
Amounts due to the debt factor company are secured against the trade debtors to which
they relate. The bank overdraft is unsecured.
Deferred income in 2001 includes £200,000 relating to the second tranche of income from
a customer in respect of the sale of worldwide distribution rights in the medical market
for particular products developed by the Company . This income was received in 2002 and
taken to revenue and profits. The first tranche of £200,000 was received and taken to
revenue and profits in 2001. All remaining obligations under this contract for related
services to be provided by the Group have be§en met during 2002 and the costs of those
services have been expensed to the profit and loss account. Notes forming part of the financial statements (continued)
For the year ended 31 December 2002
17 Creditors: amounts falling due after more than one year
Group and Company
2002 2001
£’000 £’000
Obligations under hire purchase contracts 46 2
–––––––––– –––––––––– –––––––––– ––––––––––
Obligations under finance leases and hire purchase contracts are due as follows:
2002 2001
£’000 £’000
Within one year 37 8
Between one and two years 37 2
Between two and five years 9 –
–––––––––– ––––––––––
83 10
–––––––––– –––––––––– –––––––––– ––––––––––
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. As permitted by FRS
13 short term debtors and creditors have been excluded from interest rate and liquidity
disclosures. The amount of foreign currency held is not considered to be material.
The main risk arising from the group’s financial instruments is liquidity risk. The
group ensures that it has sufficient cash resources available to meet all short term cash
requirements and to meet its capital expenditure programme for the foreseeable future. 
At present the directors do not believe that the group has significant interest rate or
foreign currency risk and consequently does not hedge against such risk. The Board
keeps these risks under regular review.
The fair values of the financial assets and liabilities are not materially different from
their book values.
28
INDITHERM plc 18 Share capital
Issued, called up and fully paid
Ordinary
shares of
1p each
£
Share capital at 1 January 2002 103,770
Shares issued under exercises of share options during the year 1,580
––––––––––
Share capital at 31 December 2002 105,350
–––––––––– ––––––––––
Authorised share capital at
31 December 2001 1,000,000
–––––––––– ––––––––––
Authorised share capital at
31 December 2002 1,000,000
–––––––––– ––––––––––
19 Reserves
Group
Share Profit
Other premium and loss
reserve account account
£’000 £’000 £’000
At 1 January 2002 50 2,685 (757)
Loss for the year – – (717)
Premium on shares issued – 124 –
Expenses of share issue – (9) –
–––––––––– –––––––––– ––––––––––
At 31 December 2002 50 2,800 (1,474)
–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
Company
Share Profit
Other premium and loss
reserve account account
£’000 £’000 £’000
At 1 January 2002 50 2,685 146
Loss for the year – – (717)
Premium on shares issued – 124 –
Expenses of share issue – (9) –
–––––––––– –––––––––– ––––––––––
At 31 December 2002 50 2,800 (571)
–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
On the flotation of the Company 103,770 share options were granted at a discount of
50% of the market price to an individual not employed by the Company. The non-cash
cost has been credited to an other reserve and deducted from the share premium
account as an issue cost in accordance with FRS 4 Capital Instruments.
29 Notes forming part of the financial statements (continued)
For the year ended 31 December 2002
20 Reconciliation of movements in shareholders’ funds
Group Company
2002 2001 2002 2001
£’000 £’000 £’000 £’000
(Loss)/profit for the year (717) (212) (717) 691
Dividends – (3) – (3)
–––––––––– –––––––––– –––––––––– ––––––––––
(717) (215) (717) 688
Issue of share capital (including premium) 125 3,330 125 3,330
Redemption of preference shares – (220) – (220)
Expenses of share issue (9) (799) (9) (799)
Discount on share options granted – 50 – 50
–––––––––– –––––––––– –––––––––– ––––––––––
Net movement in shareholders’ funds (601) 2,146 (601) 3,049
Opening shareholders’ funds/(deficit) 2,082 (64) 2,985 (64)
–––––––––– –––––––––– –––––––––– ––––––––––
Closing shareholders’ funds 1,481 2,082 2,384 2,985
–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
21 Reconciliation of operating loss to net cash outflow from operating activities
2002 2001
£’000 £’000
Operating loss (781) (235)
Depreciation and amortisation 63 18
Loss on disposal of fixed assets 3 –
Decrease in stocks 1 13
Decrease/(increase) in debtors 121 (315)
(Decrease)/increase in creditors (262) 430
–––––––––– ––––––––––
Net cash outflow from operating activities (855) (89)
–––––––––– –––––––––– –––––––––– ––––––––––
22 Analysis of changes in net funds
Other 31
1 January Cash non cash December
2002 flow changes 2002
£’000 £’000 £’000 £’000
Cash at bank and in hand 2,118 (1,221) – 897
Overdraft – (7) – (7)
Less: deposits treated as liquid resources (2,000) 1,158 – (842)
–––––––––– –––––––––– –––––––––– ––––––––––
118 (70) – 48
Factoring account (5) (64) – (69)
Obligations under hire purchase contracts (10) 37 (110) (83)
Term deposits 2,000 (1,158) – 842
–––––––––– –––––––––– –––––––––– ––––––––––
2,103 (1,255) (110) 738
–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
30
INDITHERM plc 23 Reconciliation of net cash flow to movement in net funds
2002 2001
£’000 £’000
(Decrease)/increase in cash in year (70) 175
Cash (inflow)/outflow from (increase)/decrease in debt (27) 96
Cash (inflow)/outflow from
(decrease)/increase in liquid resources (1,158) 2,000
–––––––––– ––––––––––
(Decrease)/increase in net funds from cashflows (1,255) 2,271
Inception of hire purchase contracts (110) –
–––––––––– ––––––––––
Movement in net funds in the year (1,365) 2,271
Net funds/(debt) at the beginning of the year 2,103 (168)
–––––––––– ––––––––––
Net funds at the end of the year 738 2,103
–––––––––– –––––––––– –––––––––– ––––––––––
24 Commitments under operating leases
As at 31 December 2002 annual commitments under non cancellable operating leases
were as follows:
Group and Company
2002 2001
Land and Land and
Buildings Other Buildings Other
£’000 £’000 £’000 £’000
Operating leases which expire:
Within two to five years –15 –17
After five years 32 – ––
–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
25 Related party transactions
During the year various expenses and salary costs which totalled £61,433
(2001: £71,894) were charged to the Company from PJO Industrial Limited, a company
of which P J O’Grady is a director. These were charged in the normal course of business
at commercial rates. 
At 31 December 2002 included in trade creditors were amounts due to PJO Industrial
Limited of £3,173 (2001: £28,111). 
P J O’Grady is a director of PJO Industrial Limited and Inditherm plc and controls PJO
Industrial Limited for the periods covered by this report.
26 Contingent Liability
The Company has received a grant of £77,000, of which £36,000 has been recognised in
the current year. Under certain conditions the grant may become repayable if various
targets are not achieved.
31 32
INDITHERM plc
Five Year Summary
Profit and Loss Account
6 months *Period
ended ended
31 30
Year ended 31 December December June
2002 2001 2000 1999 1999
£’000 £’000 £’000 £’000 £’000
Turnover 683 477 161 35 108
Operating Loss (781) (235) (318) (147) (55)
Loss on ordinary activities
after taxation (717) (212) (329) (148) (65)
Loss per share - basic
and diluted (6.8)p (3.0)p (4.7)p n/a n/a
–––––––– –––––––– –––––––– –––––––– ––––––––
*The first period’s results date from incorporation on 25 June 1998. The Company
commenced trading on 1 January 1999.
Balance Sheet
As at
As at 31 December 30 June
2002 2001 2000 1999 1999
£’000 £’000 £’000 £’000 £’000
Net current assets/(liabilities) 1,057 1,966 (121) 1 12
Net assets/(liabilities) 1,481 2,082 (64) (153) (55)
Net funds/(debt) 738 2,103 (168) (326) (291)
–––––––– –––––––– –––––––– –––––––– –––––––– 33
Notice of Annual General Meeting 
Notice is hereby given that the 2003 Annual General Meeting of the Company
will be held at Tankersley Manor Hotel, Church Lane, Tankersley, Barnsley,
South Yorkshire, S75 3DQ on Friday, 25 April 2003 at 10.00 am for the following
purposes:
ORDINARY BUSINESS
1. To receive the accounts of the Company for the year ended 31 December 2002
together with the directors’ report and auditors’ report and to consider the
recommendation of the directors that no dividend be declared in respect of
the year.
2. To re-appoint Mr Colin Roy Tarry retiring by rotation as a director in
accordance with the provisions of the Articles of Association and, being
eligible, offering himself for re-election as a director of the Company.
3. To re-appoint Blueprint Audit Limited 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.
SPECIAL BUSINESS
To consider, and if thought 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. To generally and unconditionally 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 £15,000. 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
save that the Company may before such expiry make an offer or agreement
which would or might require relevant securities to be allotted after such
expiry and the directors may allot the relevant securities in pursuance of
such offer or agreement as if the authority conferred hereby had not expired. Notice of Annual General Meeting (continued)
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 4
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 £15,000.
By Order of the Board Registered Office:
K A LEES Inditherm House
Secretary Houndhill Park
Bolton Road
20 March 2003 Wath-upon-Dearne
Rotherham
S63 7JY
Notes:
1. A member entitled to attend and vote at the meeting convened by the notice set out above is entitled to appoint one or more proxies
to attend and, on a poll, to vote in his/her place. A proxy need not be a member of the Company.
2. A form of proxy is enclosed. To be effective, it must be deposited at the office of the Company’s registrars, Capita IRG Plc, Bourne
House, 34 Beckenham Road, Beckenham, Kent BR3 4TU by 10.00 am on Wednesday, 23 April 2003. Completion of the proxy does
not preclude a member from subsequently attending and voting at the meeting in person if he or she so wishes.
3. The register of interests of the directors and their families in the share capital of the Company and copies of contracts of service of
directors with the Company or with any of its subsidiary undertakings will be available for inspection at the registered office of the
Company during normal business hours (Saturdays and public holidays excepted) from the date of this notice until the conclusion
of the AGM.
4. 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 10.00 am on Wednesday, 23 April 2003 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.
34
INDITHERM plc 35
Financial Calendar
• Preliminary Announcement – March
• Annual General Meeting – April
• Half Year End – June
• Interim Announcement – September
• Year End – December Perivan Financial Print 201034 Headquarters and Registered Ofﬁce:
Inditherm House
Houndhill Park
Bolton Road
Wath-upon-Dearne
Rotherham S63 7JY
Telephone: +44 (0) 1709 761000
Fax: +44 (0) 1709 761066
e-mail: sales@indithermplc.com
website: www.indithermplc.com