investing  
in growth
annual report and accounts 2011
wwwnanocotechnologiescom
nanoco group plc  annual report and accounts 2011 directors
dr peter rowley   
nonexecutive chairman
dr michael edelman  
chief executive officer
dr nigel pickett   
chief technology officer
mr colin white   
chief financial officer
mr michael bretherton  
nonexecutive director
mr gordon hall   
nonexecutive director
st gabrielle llp   
nonexecutive director  
represented by mr anthony clinch
secretary
mr m sullivan
nominated advisor and joint broker 
canaccord genuity
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investor information
nanoco group plc designs  
develops and manufactures  
quantum dots solar inks  
and other nanomaterials  
in commercial quantities  
for major enduse markets
followon product development agreement worth 
800000 signed with major japanese lcd tv 
manufacturer for cadmiumfree quantum dots  
cfqd™ for led backlighting
phase 1 of t okyo electron solar cell programme 
completed and phase 2 development agreement signed
joint development agreement signed with world leading 
lighting company to produce high quality cfqd™ led 
general lighting system
runcorn quantum dot production facility designed  
built and commissioned on time and on budget
 
1kg cfqd™ produced at runcorn and shipped to 
japanese led customer triggering 2 million payment
cash cash equivalents and deposits of £1710 million  
at 31 july 2011 31 july 2010 £568 million
highlights for the year nanoco group plc
annual report and accounts 2011 01
review of the year review of the year review of the year
review of the year
ifc highlights of the year
02 chairman’s statement
04 our business model
05 our achievements
06 our core technology
08 key markets
10 ceo’s review of operations
12 financial review
14  in conversation with the  
chief technology officer
16 board of directors
corporate governance
18 directors’ report
20 directors’ remuneration report
23  c or p or a t e g o v e r n a nc e 
statement
25 independent auditors’ report
financial statements
27 consolidated statement
 of comprehensive income
28 consolidated statement
 of changes in equity
29 company statement
 of changes in equity
30 statement of financial position
31 cash flow statements
32  notes to the financial 
statements
other information
58  notice of annual  
general meeting
ibc investor information
and investing  
for the future
79
8
31
£17m
25kg
£17m cash  
and deposits  
at 31 july 2011
50000
50000 40 inch lcd tvs  
from 1kg of cfqd™
25kg annual cfqd™  
manufacturing capacity
79 patent  
applications  
in 201011
8 patents granted  
in 201011
31 phds employed  
in nanoco’s  
research labs 02
nanoco group plc
annual report and accounts 2011
chairman’s statement
making substantial  
progress in developing  
our business
peter rowley
nonexecutive chairman 03
review of the year
nanoco group plc
annual report and accounts 2011
we now have an increasing diversity of commercial collaborations 
working in three key areas led backlighting for tvs solid state led 
lighting and solar power 
our technology has a myriad of potential applications highlighted  
by recent approaches we’ve received from companies wishing to 
incorporate cfqd™ into their products whilst we continue to evaluate 
new applications we are focused on getting the first products  
to market 
nanoco’s core asset is its worldclass patentprotected technology  
we have continued to strengthen our intellectual property ip position 
throughout the year over the past 12 months nanoco has had eight 
new patents granted and 79 patent applications filed 
financials 
our revenues in the year to 31 july 2011 were £264 million 2010 
£294 million our loss before tax was £322 million 2010 loss of  
£137 million primarily reflecting the costs associated with setting  
up the runcorn manufacturing facilities and commissioning the plant  
to produce the first kilo of red cfqd™ cash and short term investments 
and deposits at the yearend were £17 10 million 31 july 2010  
£568 million 
people
in august 2010 we were delighted to welcome colin white as our  
chief financial officer by the year end the nanoco team had grown  
to 63 people compared with 49 people a year earlier the increase 
reflects the transition to a growing manufacturing business and includes 
roles in systems processes and sales in addition to production and 
technical product development 
i would like to offer my sincere thanks to all at nanoco for their 
dedication and commitment throughout the year and to all our 
commercial partners and other stakeholders
outlook 
the rapid progress the company has made in the past year has 
continued into the current year all of our commercial relationships  
are developing well as is the industrialisation of our technology with 
commercial production now projected to commence during the 
201213 financial year we look forward to continued progress and  
view the future with confidence 
peter rowley
nonexecutive chairman
14 october 2011
i am delighted to report on nanoco’s second full year as a publicly 
quoted company 
it was a year of excellent progress in which we continued to make the 
transition from a researchbased company to a hightech manufacturing 
business capable of producing large batches of cadmiumfree quantum 
dots cfqd™
we commissioned our first production lines in january 2011 in runcorn 
giving us the capacity to produce around 25kg of cfqd™ annually and 
marking an important step in our multistage plan to build substantial 
manufacturing capacity 
in april 2011 we announced the production of a 1kg batch of red 
cfqd™ for a major japanese corporation marking a key milestone  
for the runcorn plant manufacturing quantum dots on this scale  
is a major technical achievement and a worldfirst underlining the 
scalability of nanoco’s technology and the expertise of our technical 
and production teams not only is the scale of manufacture a world
first but our quantum dots are free of cadmium or other toxic metals 
making them ideally suited to use in consumer electronics and other 
products where health safety and environmental considerations  
are paramount
we have progressed plans for further expanding capacity following  
a successful £15 million fundraising in january 2011 we are currently 
finalising the detailed design of the kilo lab plant with the start of 
construction timed to reflect the increase in demand when commercial 
production rampsup if demand rampsup more quickly we can expand 
capacity on the existing production line to 40kg and add further lines  
at relatively short notice
during the year we have made good progress with our commercial 
collaborations in lightemitting diode led backlighting for liquid 
crystal display lcd tvs and in solar power receiving significant stage 
payments for achieving various technical and performance milestones 
we continue to believe the first commercial product to come to market 
will be backlit cfqd™ tvs based on our current analysis we believe that 
shipments of materials will commence during the 201213 financial 
year in august shortly after the period end we signed a new joint 
development agreement jda with one of the world’s largest lighting 
companies with the objective of incorporating red cfqd™ into led 
lights for commercial residential and other uses we also successfully 
exceeded the phase 1 targets of our solar program with tokyo electron 
and signed a phase 2 jda to further progress our joint development  
of an efficient low cost printable solar cell 
review of the year
manufacturing quantum dots on this scale  
is a major technical achievement and  
a worldfirst underlining the scalability  
of nanoco’ s technology and the expertise  
of our technical and production teams 04
nanoco group plc
annual report and accounts 2011
partnership
scaleup
revenue
rd
nanoco’s business is based on forming and maintaining  
strong partnerships with our customers this involves fully 
understanding how our customers wish to use quantum  
dots in their products the advantages that the quantum  
dots will bring to the product and initial ideas on how best  
to incorporate the quantum dots into the final product
following the successful development of the quantum  
dots which conform to specific customer specifications  
the materials move into the scaleup phase of manufacture 
during scaleup the quantum dot manufacturing process  
is optimised and automated in order that they can be mass 
produced in large scale production reactors ensuring the 
materials are produced consistently with high production 
yields is critical to nanoco’s success
nanoco’s revenue comes from three sources joint development 
agreements where customers contribute to the modification 
of the quantum dots to their specific needs materials sales 
and finally licence royalties
nanoco invests significant research and development 
resource in the development and mass production of high 
quality quantum dots these quantum dots are tuned to  
work with maximum efficiency in our customers’ products
our business model
how we work with our customers 05
review of the year
nanoco group plc
annual report and accounts 2011
review of the year
our achievements
august 2010 
cfo appointed
october 2010 
work begins  
on constructing 
runcorn production 
facility
december 2010 
red cfqd™  
achieves 50000  
hour lifetime
january 2011 
runcorn  
production facility 
commissioned
february 2011 
£143m net  
cash received  
from placing
march 2011 
lcd tv product 
development 
agreement  
phase 2 signed
april 2011 
delivered 1kg  
red cfqd™
june 2011 
phase 1 tel  
solar programme 
completed
august 2011 
led lighting  
jda signed
october 2011 
tel phase  
2 agreement  
commences our technology in lcd backlighting and led lighting applications
blue light
white light
green cfqd
tm
 
red cfqd
tm
06
quantum dots
  fluorescent semiconductor nanoparticles 10–100 atoms in diameter
  energy efficiency very bright tuneable colour versatile
  the size of a quantum dot determines the colour it emits
our core technology
cadmiumfree quantum dots “cfqd™” 
nanoco group plc
annual report and accounts 2011
this diagram illustrates how green and red quantum dots 
combine with a blue led light source to create white light 07
review of the year
nanoco’s technology
 mass production
  world leader in heavy metal  
free technology
  extensive patent protection  
materials processes and applications
intellectual property
  ip is a strategic asset to nanoco
  nanoco invests heavily in its  
patent portfolio
  8 patents granted this year  
79 patent applications filed
nanoco group plc
annual report and accounts 2011
review of the year
lcd tv screens
quantum dots are used to improve 
colour quality and reduce cost in 
backlight units used in lcd tvs
nanoco cfqd™
solutions of nanoco cfqd™ changing the size of the semiconducting 
nanoparticle changes the colour
signage applications
improved colour and design freedom 
and reduced power
general lighting
quantum dots allow lighting companies  
to “tune” the visible light spectrum to meet 
specific end use lighting market needs 08
 general lighting
nanoco has the potential to  
dramatically improve led lighting  
allowing it to be used in a myriad  
of applications including general  
lighting for homes and offices
benefits
led or solidstate lighting is expected  
to successively replace traditional light  
sources owing to its reduced power  
consumption long life and compact size 
leds are already used in niche applications  
such as torches car lights and signals
 thin film solar
printable nanoparticles for use in lowcost  
high efficiency solar cells have the potential  
to make substantial gains in the solar  
cell market
key markets
nanoco is currently  
focused on four  
target markets
nanoco group plc
annual report and accounts 2011
benefits
nanomaterials produced by nanoco have the 
ability to absorb a wide spectrum of the sun’s  
energy this makes them ideal for use in next 
generation solar cells nanoco has developed 
inks based on these materials which can be 
fabricated into the solar absorption layer of  
a solar cell the objective is to produce solar  
cells which are efficient and cost effective
general 
lighting
thin  
film solar
 09
review of the year
nanoco group plc
annual report and accounts 2011
review of the year
 backlighting for lcd tv
quantum dot leds are increasingly 
being seen as a replacement for 
traditional fluorescent ccfl or 
white leds for the backlighting 
of lcd liquid crystal display tvs
benefits
quantum dot led backlights for lcd  
tvs enable tv manufacturers to get  
improved colour performance with lower  
power consumption this is the result  
of quantum dots’ tuneable and narrow  
emission spectrum
 other applications
nanoco’s heavy metal free quantum 
dots can be used in a wide variety of 
applications some of these include 
very thin electroluminescent displays 
sensors and anticounterfeiting tags
bioimaging
quantum dots are already used for in vitro 
imaging nanoco’s heavy metal free quantum 
dots are being evaluated for invivo imaging 
and medical diagnostics
infrared applications
quantum dots which emit light in the  
infrared region of the spectrum can be  
used for diagnostics and sensors
backlighting
other  
applications
 michael edelman
chief executive officer
10
our people are the company’s strongest asset our total staff numbers 
were 63 at the year end reflecting the increased activity across our 
business we currently have seven staff located fulltime in runcorn 
and three others dividing their time between runcorn and our 
manchester headquarters
soon after commissioning the runcorn facility we successfully raised 
£15 million before expenses through a placing of shares to new and 
existing investors the funds were raised to invest in further developing 
the business the funds will be used for the next stage of manufacturing 
scaleup for new product development for business development and 
for strengthening patent portfolio management and protection 
the next stage in manufacturing scaleup is the installation of kilo  
lab lines which would increase our total production capacity to around 
150kg annually so far we have spent around £200000 on planning and 
design work but will begin construction only when we have the appropriate 
visibility in our order books if demand rampsup more quickly we can 
expand capacity on the existing production line to 40kg and add further 
lines at relatively short notice 
the company has continued to invest heavily in its technology base 
during the year we now employ around 31 scientists with phds and  
17 with degrees these scientists come from 11 countries worldwide  
a measure of our technology advancement is the number of patents 
granted and filed by the company over the year a total of eight new 
patents were granted and 79 patent applications were filed earlier this 
month we took the opportunity to further expand our patent estate by 
acquiring patents from evident technologies inc a us nanotechnology 
during the year to 31 july 2011 we made substantial progress in all  
of the key areas of our business particularly in manufacturing scaleup 
in commercial agreements in intellectual property ip protection and 
in building our company infrastructure
the commissioning of our production facility in runcorn in january 
2011 was a major achievement and demonstrated our commitment  
to transitioning from a researchbased company to a hightech 
manufacturer we were particularly pleased with the speed with which 
we were able to locate a site and then procure build and commission 
the production facility which was completed by the end of january 
2011 at a capital cost of £13 million this was followed by the 
production of 1kg of red cfqd™ which we shipped in march 2011  
the two semitech production lines have the capacity to produce  
a total of around 25kg a year of cfqd™ 
the success of the semitech lines demonstrates the scalability of  
our technology to produce large quantities of cfqd™ manufacturing 
inhouse is central to our business strategy it ensures that our 
customers are guaranteed product produced to the highest quality 
standards which meets the most demanding technical specifications  
a tremendous amount of work has been carried out on upgrading the 
company’s internal systems to ensure that we are able to supply our 
large multinational customers in a timely and professional manner 
ceo’s review of operations
we are very focused on  
delivery of technology to 
satisfy our major markets
nanoco group plc
annual report and accounts 2011 11
review of the year
company the patents which largely relate to the surface chemistry  
of quantum dots and their use in applications extend the reach  
of our cadmiumfree technology
business development has been an important focus for us during the 
year to date the great majority of nanoco’s commercial relationships 
have centred on japan which has a leadership position in the world’s 
optoelectronics industry but we have started to diversify geographically 
and are now active in japan korea taiwan and the usa we look 
forward to signing our first development agreement in korea
review of key markets
led backlighting
we made significant progress during the year with our supply and 
licence agreement with a major japanese corporation in december 
2010 we received a us500000 milestone payment after bespoke  
red cfqd™ met performance criteria including a performance life  
of at least 50000 hours 
this was followed in april by a us2 million milestone payment  
for the production of 1kg of red cfqd™ at our runcorn facility  
this kilogramme marked the first time that quantum dots had  
been manufactured on this scale and was a major achievement  
for nanoco a kilogramme of quantum dots will make of the order  
of 50000 backlight units for lcd tvs depending on the tv size
we are now focusing on achieving the remaining milestones for  
green cfqd™ which are part of the same agreement our customer  
is currently testing the green lifetime against the 50000 hour 
requirement once achieved a payment of us1 million will be  
made to nanoco and pave the way for the production of the  
1kg of green which triggers a further us2 million payment 
in april this year we received a us800000 upfront payment for 
signing a product development agreement with a major japanese 
company whose products include lcd tvs this agreement which 
followed an 18 month jda is focused on the final steps in combining 
cfqd™ into an lcd tv for commercial launch we are currently refining 
the cfqd™ so as to meet the technical specification for the customer’s 
tv as part of the iterative design and development process between 
nanoco and our customer the tv incorporating the cfqd™ in the  
led backlight unit will benefit from the superior colour performance  
of cfqd™ and is expected to generate cost savings through a reduction  
in led chip complexity much effort by nanoco and our customer  
is currently being put into engineering the cfqd™ onto the next 
generation backlight systems we continue to be unclear as to the 
precise timing of commercial launch for these products which is 
controlled by our customer however we believe that shipments  
of materials will commence during the 201213 financial year
led lighting
our most recent jda was signed in august 2011 with one of the world’s 
largest lighting companies it marks our first agreement focused solely 
on general lighting and it was signed with a large western company 
the objective of the jda is to incorporate cfqd™ into the lighting 
company’s leds to create led lighting systems with the superior 
performance characteristics required for widespread residential and 
commercial use
this is an exciting opportunity exploiting the ability of nanoco’s 
cfqd™ to transform the blue light from an led into white light with  
a high colour rendering index current methods for producing white 
light from a blue led tend to be weak in the red wavelengths giving  
the two problems that the light lacks warmth and fails to show true 
colours cfqd™ can overcome these problems unlocking the many 
advantages of leds including reduced power consumption long  
service life and compact size
nanoco group plc
annual report and accounts 2011
review of the year
we have started to diversify geographically 
and are now active in japan korea taiwan 
and usa
solar
our solar energy jda with tokyo electron a major japanese  
equipment supplier has also progressed extremely well in november 
2010 we received a milestone payment for successfully developing  
a nanomaterial solar ink which can be printed to form a thin film 
through techniques developed by tokyo electron this thin film is the 
active solar absorber area which is incorporated into a material stack  
to create a low cost solar cell we successfully exceeded all the phase 1 
jda targets which led to both companies signing a phase 2 agreement 
in september of this year this second phase will generate significant 
milestone payments to nanoco and is expected to last for 12 months 
it will focus on continuing to increase the solar cell performance 
processability and cost reduction 
our solar ink is based on nanoparticles which have been developed  
and manufactured by the company to maximise their effectiveness  
in absorbing solar energy these nanoparticles are printed using low 
cost methods and then annealed into a solar active film layer 
the solar market is huge and growing we are pleased to be working  
in partnership with tokyo electron to optimise the technology and 
eventually bring it to market 
other applications
there are many applications for nanoco’s cfqd™ we continue  
in discussions with potential partners across a range of applications  
and have been approached by an increasing number of companies 
interested in including cfqd™ in their products
one such application is the work the company is currently doing with 
university college london on using cfqd™ for invivo imaging of cancer 
summary
the year to 31 july 201 1 was one of real momentum in our business  
we made major steps forward in the development of our technology and 
intellectual property we built and commissioned our first manufacturing 
plant we made significant progress in our commercial contracts and we 
strengthened our balance sheet for the next stage in our development 
the company also broadened its commercial relationships to include  
led general lighting in addition to lcd backlighting and solar energy  
all of our commercial relationships are progressing well
we successfully expanded our activities in our key markets of japan 
korea taiwan and the usa and expect further positive news from 
these territories going forward
this momentum has continued into the current year which has started 
well we look forward to making further technical and commercial 
progress in the months ahead building on our position as a hightech 
manufacturer with unique ip 
michael edelman
chief executive officer
14 october 2011 12
total staffing costs increased by £471000 to £2564000 2010 
£2093000 and average staffing numbers increased by 17 heads  
from an average of 39 heads in 2010 to 56 in 2011 during the year 
seven 2010 four new roles were created in support of the work 
associated with developing the scaleup laboratory and establishing 
the new manufacturing facility at runcorn the majority of the other 
increases in staffing were technical roles associated with the ongoing 
joint development programmes total research and development 
spend which primarily includes the employment costs of technical staff 
increased by £731000 to £2581000 2010 £1850000 investment 
in the new manufacturing facility at runcorn was also the primary 
driver behind the increase in the level of depreciation by £306000  
to £734000 2010 £428000
after deducting operating costs the adjusted operating loss for the 
year ending 31 july 2011 was £3232000 2010 adjusted operating 
loss of £1262000
the company aims to incentivise and retain key staff through the  
use of equitysettled share awards the ifrs2 sharebased payment 
charge in respect of share schemes totalled £153000 2010 £166000 
the total number of share options in issue as at 31 july 2011 were  
7 1 million 31 july 2010 110 million in addition a further 42 million 
31 july 2010 38 million of shares are jointly owned by the company’s 
employee benefit trust “ebt” and certain senior management through 
a jointly owned agreement “joe” under the joe the employee 
beneficiaries have the option to acquire the trustees’ share at an 
agreed option price subject to meeting certain performance criteria 
results
revenue decreased by £295000 to £2642000 2010 £2937 000 
the company’s revenue is earned primarily through joint development 
agreements and a material supply and licence agreement with revenue 
being recognised as agreed performance milestones are achieved  
the year on year reduction in revenue reflects the phasing of milestone 
payments on the material supply and licence agreement which had 
generated higher income in 2010 and a normal level of revenue 
recognition in 2011 all revenues earned were denominated in us 
dollars and mostly originated from customers in the far east
costs of sales which includes raw material costs consumable items  
and subcontract testing and analysis increased by £590000 to 
£1085000 2010 £495000 this increase reflected in particular  
the incremental costs associated with setting up and trialling the 
scaleup laboratory and manufacturing facility at runcorn material 
and subcontract spend associated with the various joint development 
programmes also increased a consequence of the magnitude of work 
performed in achieving the various programme milestones
 
financial review
the company ended the year  
with cash and deposit balances
totalling £17 million
nanoco group plc
annual report and accounts 2011  before sharebased payment charge
colin white
chief financial officer 13
review of the year
treasury activities and policies
the group carries a significant cash sum which is managed prudently 
in order to minimise risk to the group’s capital the funds are invested 
across a number of financial institutions which have investment grade 
credit ratings the deposits range from instant access to twelve month 
term deposits and are regularly reviewed by the board cash forecasts 
are updated monthly to ensure that there is sufficient cash available  
for foreseeable requirements
credit risk
the company only trades with recognised creditworthy third parties 
receivable balances are monitored on an ongoing basis and any  
late payments are promptly investigated to ensure that the company’s 
exposure to bad debts is not significant
foreign exchange management
the company invoices most of its revenues in us dollars the company 
is therefore exposed to movements in the us dollar relative to sterling 
the company enters into forward currency contracts to fix the exchange 
rate on invoiced or confirmed foreign currency receipts the company 
does not take out forward contracts against uncertain or forecast 
income there were no open forward contracts as at 31 july 2011 
2010 nil
at the year end the group had a net liability of £11000 2010 net asset 
£1 1 76000 in us dollar cash debtor less creditor balances the group’s 
net profit is exposed to movements in the value of sterling relative  
to the us dollar the indicative impact of movements in the sterling 
exchange rate on profits based on the retranslation of the closing 
balance sheet is summarised in note 24 to the financial statements  
as us dollar income increases so the exposure of the group’s income 
statement to movements in the sterlingus dollar exchange rate will 
increase as well
colin white
chief financial officer
14 october 2011
share options and joe shares that had been issued under the nanoco 
tech share incentive plan prior to the reverse takeover in 2009  
and which totalled 122 million share options and joe shares are  
now capable of being exercised until 31 august 2016 during the  
year 45 million of these options were exercised details on the various  
share schemes are provided in note 19 to the financial statements
interest income increased by £112000 to £180000 2010 £68000 
benefiting from the increase in cash following the receipt of the 
proceeds from the placing in february 2011
the loss before tax was £3215000 2010 loss of £1371000
taxation
the tax credit for the year is £723000 2010 £288000 the rd  
tax credit to be claimed in respect of 201011 rd spend is £600000 
2010 £433000 there was a deferred tax credit of £129000 2010 
£129000 deferred tax charge this credit is a result of the unprovided 
tax losses which more than offset the deferred tax liability for accelerated 
capital allowances there was also a small charge in respect of the prior 
year rd tax credit of £6000 2010 £16000
 
earnings per share
adjusted loss per share was 122 pence 2010 adjusted loss of  
051 pence basic loss per share was 130 pence 2010 loss of  
060 pence 
no dividend has been proposed 2010 nil in order to retain cash  
within the business to fund future investment
cash flow and balance sheet
during the year cash cash equivalents deposits and short term 
investments increased by £11417 000 from £5682000 at 31 july  
2010 to £17 099000 at 31 july 2011 
the company raised net proceeds of £14344000 net of expenses 
from a placing of 167 million new shares which were admitted to the 
aim listing on 3 february 2011 a further £300000 was raised from  
the exercise of options during the year
purchases of capital equipment in the year primarily in connection  
with equipment for the new runcorn facility totalled £1605000  
2010 £615000 expenditure incurred in registering patents totalled 
£299000 2010 £300000 during the year this is capitalised and 
amortised over ten years in line with the company’s accounting policy 
at the yearend current liabilities included £719000 2010 £539000 
of deferred income which will be recognised in the income statement  
as revenue as performance milestones are achieved 
nanoco group plc
annual report and accounts 2011
review of the year
 before sharebased payment charge 14
q how did you get interested in quantum dots
a in the mid90s i was working at st andrews university studying 
semiconductor thin films the material used in chips in today’s 
electronic equipment specifically i was looking at how to eliminate  
an unwanted fine powder that formed on top of the thin film 
semiconductors during their manufacture i found that the addition  
of amine changed the amount and colour of the powder ranging  
from black to yellow depending on the concentration of amine used 
the powder was made up of quantum dots and i’ve been fascinated 
by them ever since
q what was the start of nanoco’s technology
a it was clear that one of the major hurdles to the commercialisation 
of quantum dots was to be able to produce them in large quantities  
i could see the commercial potential so i worked on solving this 
problem in the evenings and at weekends at the time i was working  
for professor paul o’brien at manchester university making starting 
materials used to grow semiconductor thin films
q when did you first seek patent protection
a as soon as the first experiments were successful in 2004 
q what was the breakthrough that you made
a the breakthrough was discovering a scalable process so that 
quantum dots could be produced in large quantities and to tailor the 
process so that the quantum dots are free of cadmium or other heavy 
metals this is very important for their adoption in consumer products
q why is making commercial quantities  
of quantum dots so difficult
a to be commercially viable quantum dots have to be of high  
purity with a narrow size distribution which is demanding as quantum 
dots are very small only 510 nanometers in diameter they also need 
an organic surface coating so that they can be combined into glass 
resins or polymers for use in finished products the process must also  
be scalable we believe that nanoco’s technology is the only method  
that meets all of these criteria
in conversation
with the chief t echnology
officer nigel pickett
nanoco group plc
annual report and accounts 2011 15
review of the year
q what do you see as the most exciting 
commercial possibilities for nanoco technology
a there are many potential possibilities as the quantum dots can  
be used in many existing products but would make the product more 
efficient nearest to commercialisation is our work on replacing the 
current phosphor material used in leds for the backlighting of lcd 
displays the current technology is weak in red wavelengths so by using 
our technology a much improved picture quality can be achieved we 
are also active in the area of general lighting because we can control 
the size of quantum dots very accurately we can create leds that give 
“warm” light with a high colour rendering index suitable for home and 
office environments we’re close to the commercialisation of these 
products as well
q looking into the future how could the technology 
be used
a the technology could be used anywhere that a luminescent dye  
is currently employed such as in many biological and biomedical 
applications our main focus currently is commercialising led lighting 
and solar power but the theoretical possibilities are very exciting in the 
future our quantum dots could be used as pixels to create ultrathin 
printable qdoled tv screens with the possibility that these could 
either be sprayed on walls or printed on flexible materials so the screen 
could be rolled up
q scientists have been looking for a way to mass 
produce quantum dots for many years how did you 
solve the problem
a before nanoco the main method was using traditional chemistry 
typically starting materials were rapidly injected into a reaction flask  
to achieve nucleation and growth of quantum dots this method dual 
injection works well for smallscale synthesis however increasing the 
reaction size and trying to rapidly inject a large volume of hot solution 
into another results in a temperature differential this produces a range 
of quantum dot sizes which is undesirable 
the way i solved the scaleup problem was by removing the need for 
the dual injection step instead i used preformed “molecular clusters” 
as a seed from which larger quantities of crystalline quantum dots 
could be produced moreover because suitable nucleation sites are 
already provided by the molecular clusters a high temperature 
nucleation step is not necessary this methodology is scalable and  
is what we call nanoco’s “molecular seeding” process
q what is the patent position currently
a because of the uniqueness of nanoco’s “molecular seeding”  
process we have a very strong ip position we are continually expanding 
our ip as we further develop our technology 
q how many scientists work at nanoco
a we now have about 50 scientists spread over our two sites  
in manchester and in runcorn
q what are those scientists working on currently
a we have a number of scientists working on improvements to  
our quantum dots and expanding the range of quantum dots and  
other nanoparticles we can produce to make the quantum dots 
commercially useful they need to be incorporated into some kind  
of ink resin or polymer matrix depending of the specific application 
therefore we have a group of scientists dedicated to modifying the 
organic surface of the quantum dots to make them compatible  
with many of these materials they also work on making inks and  
resins specifically for the quantum dots this work is done in close 
collaboration with our partners and customers
a careful balance is required to allow  
us to develop quickly and effectively  
to meet market demand whilst at the  
same time minimising technical risks  
and managing costs
nanoco group plc
annual report and accounts 2011
review of the year nanoco group plc
annual report and accounts 2011
03 dr nigel pickett – chief technology officer
nanoco’s technology team is led by nigel pickett who is a co–founder of 
nanoco and inventor of nanoco’s key quantum dot scale–up technology 
nigel graduated from newcastle university in 1991 and chose to remain  
at newcastle to pursue a phd in the field of main group organometallics 
after graduation in 1994 he undertook a postdoctoral fellowship at st 
andrews university scotland in the field of precursor design for movpe 
growth and synthesis of nanoparticles using cvd techniques in 1996 he 
won a japan society for the promotion of science jsps fellowship and  
spent the following year working at tokyo university of agriculture and 
technology japan in 1998 he became a research fellow at georgia  
institute of technology usa working on the design and evaluation of 
precursor used in movpe nigel co–founded nanoco technologies in 2001
04 colin white – chief financial officer
colin white is a chartered accountant with international experience  
of publicly quoted companies in the manufacturing technology and 
professional services sectors prior to joining nanoco he was group finance 
director of driver group plc where he was involved in implementing a range 
of strategic growth initiatives and setting up a number of overseas joint 
ventures he has also held senior positions at scapa group plc and ti group 
plc where he worked for almost 10 years prior to its acquisition by smiths 
group plc during this time he held positions including finance director  
of the dowty aerospace division finance controller of dowty north america 
and group investor relations manager colin who graduated from cambridge 
university in 1983 and qualified as a chartered accountant with grant 
thornton in 1987  joined nanoco and its board in august 2011
01
02 04
03
16
board of directors
an experienced  
and driven board
01 dr peter rowley – nonexecutive chairman
peter rowley joined the nanoco board in 2006 previously he led the 
management buyout of victrex from ici in 1993 followed by the successful 
listing of victrex plc on the london stock exchange in 1995 he joined ici  
in 1968 and progressed through a number of positions in the organisation  
in 1983 he became international business manager for the widely used 
polymer ptfe and in 1989 he was appointed general manager for ici 
advanced materials asia pacific peter has a phd in organic chemistry  
from king’s college london
02 dr michael edelman – chief executive officer
nanoco is led by michael edelman michael joined nanoco in 2004 led the 
initial fund–raising and spun nanoco out of the university of manchester 
prior to nanoco michael was responsible for licensing the technology 
developed by gebayer joint venture exatec llp  as vice president and 
managing director of yet2com michael set up grew and ran yet2com’s 
european operation and was instrumental in successfully selling the business 
he was main board director for colloids ltd a manufacturer of colours and 
additives for plastics with responsibility for global sales marketing and 
restructuring of the business michael started his career with ici has  
a phd in organo metallic chemistry from the university of sussex uk  
and undergraduate degree in classics and chemistry from tufts university  
boston ma usa nanoco group plc
annual report and accounts 2011
06
05
07
17
review of the year review of the year
05 michael bretherton – nonexecutive director
michael bretherton graduated in economics from the university of leeds  
and then worked as an accountant and manager with pricewaterhouse for  
7 years in both london and the middle east michael subsequently worked  
for the plessey company plc before being appointed finance director  
of the fully listed bridgend group plc in 1988 where he held the position  
for 12 years more recently he has worked at the property and services  
company mapeley limited as financial operations director and then at  
the entertainment software games developer lionhead studios limited 
where he helped to complete a trade sale of the business to microsoft in 
march 2006 michael is currently also a director of ora capital partners 
limited and a number of other aim listed companies michael held  
the position of chief financial officer for nanoco group plc until 9th  
august 2010 
06 gordon hall – nonexecutive director
after an early career in teaching gordon built up substantial international 
sales management and development expertise with rank xerox and abbott 
laboratories he became chief executive officer of shield diagnostic ltd 
now axis shield plc in 1990 and was responsible for listing the company  
on the london stock exchange more recently gordon has been involved with 
a range of different companies and he is currently a nonexecutive director  
of international brand licensing plc which is listed on aim
07  st gabrielle llp  nonexecutive director represented by anthony clinch
anthony clinch is chairman of the valence group a nonexecutive  
director of taminco group holdings sarl a member of the supervisory  
board of cabb international gmbh a senior advisor to cvc capital partners 
and a member of the advisory board of imperial college’s chemistry faculty 
he was an employee of cvc capital partners between 1987 and 2007  
including as managing director where he specialized in chemical industry 
investments he previously worked for citibank in a number of managerial  
roles in corporate banking he is a chartered engineer and a member of  
the institution of engineering and technology having spent his early career  
with rolls royce ltd he holds a bsc in aeronautical engineering and an  
msc in management science and operational research from imperial 
college london nanoco group plc
annual report and accounts 2011 18
directors’ report 
the directors present their report and consolidated financial statements for the year ended 31 july 2011 and the financial statements for the 
parent company for the year ended 31 july 2011
principal activity
the principal activity of the group during the year was the research development and manufacture of high performance semiconducting 
nanoparticles called quantum dots for use in a range of potential commercial applications
review of the business and future developments
a review of the group’s performance and future projects including research and development and manufacturing scaleup is included in the 
chairman’s statement ceo’s review of operations financial review and other business review reports on pages 2 to 13
financial instruments
details of the group’s financial risk management objectives and policies are disclosed in note 24 of the financial statements
research and development
the principal activity of the group is research and development a review of which is included in the chairman’s statement ceo’s review of 
operations and other business review reports on pages 2 to 11
key performance indicators
key group performance indicators are set out below 
      31 july 2011 31 july 2010 
      £000 £000
revenue      2642 2937
net assets      20159 7854
loss attributable to equity holders      2492 1083
cash cash equivalents and deposits      17099 5682
research and development spend      2581 1850
results and dividends
turnover for the group reduced from £2937 000 last year to £2642000 whilst losses after taxation for the year increased to £2492000  
2010 loss of £1083000
the directors do not recommend payment of an ordinary dividend 2010 £nil
share capital and funding
full details of the group and company’s share capital movements during the period are given in note 18 of the financial statements
directors and their interests
the following directors held office in the year
dr peter rowley
dr michael edelman
dr nigel pickett
mr colin white appointed 9 august 2010
mr michael bretherton
mr gordon hall
st gabrielle llp  represented by mr anthony clinch
details of directors’ interest are shown in the directors’ remuneration report on pages 20 to 22
directors’ indemnity insurance
the group has maintained insurance throughout the year for its directors and officers against the consequences of actions brought against them 
in relation to their duties for the group such provision remains in force as at the date of approving the directors’ report nanoco group plc
annual report and accounts 2011 19
review of the year corporate governance
substantial shareholders
the company is aware that the following have at 14 october 2011 an interest in 3  or more of the issued ordinary share capital of the company 
       percentage of 
      number of the issued 
      10p ordinary shares share capital
ora capital partners limited      39190390 1904
baillie gifford  co      19749501 959
universities superannuation scheme      14894320 724
fidelity investments      12202096 593
mitsubishi ufj      11872888 577
nigel pickett      10451931 508
michael edelman      9272940 450
f  c asset management      8186746 398
paul o’brien      7621843 370
donations
no charitable or political donations were made in the year 2010 £nil
policy on payment of suppliers
the group does not follow any code or standard payment practice the group’s policy is to agree the terms of payment with key suppliers  
for all other suppliers terms are agreed for each transaction the group endeavours to abide by the terms of payment with suppliers
the group’s trade creditor days as at 31 july 2011 were 46 2010 31 days
employment policies
the group supports the employment of disabled people where possible through recruitment by retention of those who become disabled and 
generally through training career development and promotion
the group is committed to keeping employees as fully informed as possible with regard to the group’s performance and prospects and seeks  
their views wherever possible on matters which affect them as employees
health and safety
the group is committed to ensuring the health and safety of its employees in the workplace
disclosure of information to the auditors
so far as each person who was a director at the date of approving this report is aware there is no relevant audit information being information 
needed by the auditor in connection with preparing its report of which the auditor is unaware having made enquiries of fellow directors and the 
group’s auditor each director has taken all the steps that heit is obliged to take as a director in order to make himselfitself aware of any relevant 
audit information and to establish that the auditor is aware of that information
auditor
a resolution to reappoint ernst  young llp as auditors will be put to the members at the annual general meeting
on behalf of the board
colin white
director
14 october 2011 nanoco group plc
annual report and accounts 2011 20
directors’ 
remuneration report 
companies with securities listed on aim do not need to comply with either of the directors’ remuneration report regulations 2002 or the  
ukla listing rules and the provisions under section 421 of the companies act 2006 the company is required to provide details of directors’ 
remuneration during the financial year for each director acting in such capacity the remuneration committee is however committed to 
maintaining high standards of corporate governance and disclosure and has applied the guidelines as far as practical given the current size  
and development of the company
remuneration committee
the remuneration committee’s primary responsibilities are to review the performance of the executive directors of the company and to determine 
the broad policy and framework for their remuneration and the terms and conditions of their service and that of senior management including  
the remuneration of and grant of options to such persons under any share scheme adopted by the company the remuneration committee 
comprises gordon hall who is chairman of the committee and the nonexecutive directors the remuneration of nonexecutive directors shall  
be a matter for the chairman and the executive members of the board of the company
there are three main elements to the remuneration packages for executive directors and senior management 
basic annual salary
the base salary is reviewed annually at the beginning of each year the review process is undertaken by the remuneration committee and takes 
into account several factors including the current position and development of the group individual contribution and market salaries for 
comparable organisations
discretionary annual bonus
all executive directors and senior managers are eligible for a discretionary annual bonus which is paid in accordance with a bonus scheme 
developed by the remuneration committee this takes into account individual contribution business performance and technical and commercial 
progress along with financial results
discretionary share schemes
all executive directors and senior managers are eligible for discretionary share scheme awards to be paid in accordance with the company’s 
longterm incentive plan details of the awards made under the scheme are provided in note 19 to the financial statements this takes into account 
the need to motivate and retain key individuals along with similar performance criteria to the discretionary bonus scheme
remuneration policy for nonexecutive directors
nonexecutives do not receive any pension payments or other benefits nor do they participate in bonus schemes fees are based on a fixed fee 
plus an additional fee for chairmanship of a committee
directors’ remuneration
the remuneration of the directors who served on the board of nanoco group plc during the year to 31 july 2011 is as follows 
   salary sharebased pension total total 
    fees payments costs 2011 2010 
   £000 £000 £000 £000 £000
dr peter rowley   12 – – 12 12
dr michael edelman   150 14 – 164 129
dr nigel pickett   100 10 11 121 91
mr colin white appointed 9 august 2010   100 39 9 148 –
mr michael bretherton   12 – – 12 12
mr gordon hall   12 – – 12 12
st gabrielle llp   12 – – 12 4
   398 63 20 481 260 nanoco group plc
annual report and accounts 2011 21
review of the year corporate governance
michael edelman and nigel pickett both have contracts with an indefinite term providing for a maximum of twelve months’ notice colin white  
has an indefinite term contract which provides for a maximum of six months’ notice which will increase to twelve months in the event of a change 
of control of the company in the event of early termination the directors’ contracts provide for compensation up to a maximum of basic salary 
for the notice period
nonexecutive directors are employed on letters of appointment which may be terminated on not less than six months’ notice the basic fee 
payable to the nonexecutive directors is £12000 per annum
st gabrielle llp  nonexecutive director entered into a formal engagement with the company under which it agreed to supply the services  
of anthony clinch as its representative the agreement can be terminated upon not less than six months’ notice
directors’ shareholdings
directors’ interests in the shares of the company including family and beneficial interests at 31 july 2011 were 
 ordinary shares of 10p each
    31 july 31 july 31 july 31 july 
    2011 2011 2010 2010 
    number  number 
dr peter rowley    1571820 076 1571820 085
dr michael edelman     9272940 450 9272940 504
dr nigel pickett     10451931 508 10451931 568
mr colin white     320411 016 – –
mr michael bretherton    227500 011 227500 012
mr gordon hall    100000 005 100000 005
mr anthony clinch     57640 003 57640 003
 includes the jointly owned ebt shares referred to below
 shares are owned by anthony clinch who represents the nonexecutive director st gabrielle llp
directors’ jointly owned employee benefit trust shares and share options
directors’ interests in jointly owned employee benefit trust “ebt” shares and in share options to acquire ordinary shares of 10 pence in the 
company as at 31 july 2011 were 
  date exercise at 31 july exercised granted at 31 july 
  granted price 2010 during the year during the year 2011
share options 
dr michael edelman  1 sept 2006 352p 2843750 1350000 – 1493750
  27 nov 2009 7800p 300000 – – 300000
  2 june 2011 7925p – – 189274 189274
dr nigel pickett  1 sept 2006 352p 2843750 1350000 – 1493750
  27 nov 2009 7800p 212500 – – 212500
  2 june 2011 7925p – – 138801 138801
mr colin white  9 aug 2010 9260p – – 129589 129589
  2 june 2011 7925p – – 138801 138801
ebt scheme 
dr michael edelman  1 sept 2006 352p 3229162 – – 3229162
dr nigel pickett  1 sept 2006 352p 530089 – – 530089
mr colin white  9 aug 2010 9260p – – 320411 320411 nanoco group plc
annual report and accounts 2011 22
exercise of the options which were granted on 1 september 2006 was conditional on achievement of share price performance criteria and  
either a sale or listing of the company all of the relevant conditions have been successfully met and the options are capable of being exercised  
at any time from 1 august 2010 to 31 august 2016 dr michael edelman and dr nigel pickett each exercised and sold 1350000 of their options  
on 2 november 2010 and each made a net gain after associated commissions on the sale of their options of £1373168
the options granted on 27 november 2009 were granted under the terms of the nanoco group plc longterm incentive plan and will  
be exercisable subject to performance conditions being met based on share price and eps targets following the publication of the 2012  
financial results
the options granted on 2 june 2011 were granted under the terms of the nanoco group plc longterm incentive plan and will be exercisable 
subject to performance conditions being met based on revenue targets following the publication of the 2012 financial results
the market price at 31 july 2011 was 79 pence per share the highest and lowest prices during the year were 116 pence and 68 pence respectively
details of share options and shares held in the employee benefit trust are set out in note 19 to the financial statements
on behalf of the board
gordon hall
chairman of the remuneration committee
14 october 2011
directors’ 
remuneration report 
continued nanoco group plc
annual report and accounts 2011 23
review of the year corporate governance
corporate governance 
statement
the directors recognise the importance of sound corporate governance and intend to ensure that at all times the company continues to apply 
policies and procedures which reflect the principles of good governance and code of best practice as published by the financial reporting  
council commonly known as “uk corporate governance code” as are appropriate to the size nature and stage of development of the company  
the directors endeavour to comply with the qca guidelines in such respects as are appropriate for a company of its size nature and stage of 
development following admission
the board
the board currently comprises three executive and four nonexecutive directors
audit committee
the audit committee’s primary responsibilities are to monitor the integrity of the financial affairs and statements of the company to ensure that 
the financial performance of the company and any subsidiary of the company is properly measured and reported on to review reports from the 
company’s auditors relating to the accounting and internal controls and to make recommendations relating to the appointment of the external 
auditors
the audit committee comprises two nonexecutive directors michael bretherton and peter rowley with michael bretherton as chairman
remuneration committee
the remuneration committee’s primary responsibilities are to review the performance of the executive directors of the company and to determine 
the broad policy and framework for their remuneration and the terms and conditions of their service and that of senior management including the 
remuneration of and grant of options to such persons under any share scheme adopted by the company the remuneration committee comprises 
gordon hall who is chairman of the committee and the nonexecutive directors the remuneration of nonexecutive directors shall be a matter 
for the chairman and the executive members of the board of the company
nominations committee
the directors do not consider that given the size of the board it is appropriate at this stage to have a nomination committee however this will be 
kept under regular review by the board
internal controls
the board is responsible for maintaining a sound system of internal control the board’s measures are designed to manage not eliminate risk and 
such a system provides reasonable but not absolute assurance against material misstatement or loss
some key features of the internal control system are 
i management accounts information budgets forecasts and business risk issues are regularly reviewed by the board who meet at least six times 
per year
ii the company has operational accounting and employment policies in place
iii the board actively identifies and evaluates the risks inherent in the business and ensures that appropriate controls and procedures are in place 
to manage these risks and
iv there is a clearly defined organisational structure and there are wellestablished financial reporting and control systems
in addition the company has adopted a model code for directors’ dealings in securities of the company which is appropriate for a company 
quoted on aim the directors comply with rule 21 of the aim rules relating to directors’ dealings and also take all reasonable steps to ensure 
compliance by the group’s “applicable employees” as defined in the aim rules
going concern
the directors confirm they are satisfied that the group has adequate resources to continue in business for the foreseeable future for this reason 
they continue to adopt the going concern basis in preparing the financial statements nanoco group plc
annual report and accounts 2011 24
risk management
details of the group’s financial risk management objectives and policies are disclosed in note 24 to the financial statements
the directors consider that the principal risk facing the group is the speed at which the group’s products can be developed into final solutions  
by its partners the group’s strategy of working with a number of global partners in a wide variety of potential applications mitigates this risk
the directors do not consider that the business is at this time significantly exposed to credit interest or currency risk and as such these risks are  
not considered to be material for an assessment of the assets liabilities financial position and results
the group seeks to manage liquidity by ensuring funds are available to meet foreseeable needs and to invest cash assets safely and profitably  
the group had net cash cash equivalent and deposit balances of £17 10 million as at 31 july 2011 2010 £568 million cash deposits are spread 
across a range of financial institutions with ‘investment grade’ credit status deposits are invested in a mixture of fixed term and notice accounts 
with maximum fixed term of twelve months the board approves all financial institutions before deposits are placed and regularly reviews the level 
of funds allocated to each institution
statement of directors’ responsibilities
the directors are responsible for preparing the annual report and the financial statements in accordance with the applicable law and regulations
uk company law requires the directors to prepare group and company financial statements for each financial year under that law the company 
has elected to prepare group financial statements in accordance with international financial reporting standards as adopted by the eu “ifrs” 
and has elected to prepare the company financial statements in accordance with ifrs as required by aim listing rules
the group financial statements are required by law and ifrs to present fairly the financial position and performance of the group the companies 
act 2006 provides in relation to such financial statements that references in the relevant part of that act to financial statements giving a true and 
fair view are references to their achieving a fair presentation
the company financial statements are required by law to give a true and fair view of the state of affairs of the company
in preparing each of the group and company financial statements the directors are required to 
a select suitable accounting policies and then apply them consistently
b make judgements and estimates that are reasonable and prudent
c state whether they have been prepared in accordance with ifrs and
d prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the company will 
continue in business
the directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and 
disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements 
comply with the companies act 2006 they are also responsible for safeguarding the assets of the company and hence for taking reasonable 
steps for the prevention and detection of fraud and other irregularities
the directors are also responsible for the maintenance and integrity of the company website wwwnanocotechnologiescom
the directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s  
website legislation in the united kingdom governing the preparation and dissemination of financial statements may differ from legislation  
in other jurisdictions
corporate governance 
statement 
continued nanoco group plc
annual report and accounts 2011 25
review of the year corporate governance
independent auditors’ 
report to the members 
of nanoco group plc
for the year ended 31 july 2011
we have audited the financial statements of nanoco group plc for the year ended 31 july 2011 which comprise the consolidated statement  
of comprehensive income the consolidated and parent company statements of changes in equity the consolidated and parent company 
statements of financial position the consolidated and parent company statements of cash flow and the related notes 1 to 26 the financial 
reporting framework that has been applied in their preparation is applicable law and international financial reporting standards “ifrs” as 
adopted by the european union and as regards the parent company financial statements as applied in accordance with the provisions of the 
companies act 2006
this report is made solely to the company’s members as a body in accordance with chapter 3 of part 16 of the companies act 2006 our audit 
work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an 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
as explained more fully in the directors’ responsibilities statement set out on page 24 the directors are responsible for the preparation of the 
financial statements and for being satisfied that they give a true and fair view our responsibility is to audit and express an opinion on the financial 
statements in accordance with applicable law and international standards on auditing uk and ireland those standards require us to comply 
with the auditing practices board’s ethical standards for auditors
scope of the audit of the financial statements
an audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance  
that the financial statements are free from material misstatement whether caused by fraud or error this includes an assessment of whether the 
accounting policies are appropriate to the group’s and the parent company’s circumstances and have been consistently applied and adequately 
disclosed the reasonableness of significant accounting estimates made by the directors and the overall presentation of the financial statements 
in addition we read all the financial and nonfinancial information in the annual report to identify material inconsistencies with the audited 
financial statements if we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report
opinion on financial statements
in our opinion 
  the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 july 2011 and  
of the group’s loss for the year then ended
  the group financial statements have been properly prepared in accordance with ifrs as adopted by the european union 
  the parent company financial statements have been properly prepared in accordance with ifrs as adopted by the european union and  
as applied in accordance with the provisions of the companies act 2006 and
  the financial statements have been prepared in accordance with the requirements of the companies act 2006 and as regards the group 
financial statements article 4 of the ias regulation
opinion on other matters prescribed by the companies act 2006
in our opinion 
  the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the companies act 2006 and
  the information given in the directors’ report for the financial year for which the financial statements are prepared is consistent with the 
financial statements nanoco group plc
annual report and accounts 2011 26
matters on which we are required to report by exception
we have nothing to report in respect of the following 
under the companies act 2006 we are required to report to you if in our opinion 
  adequate accounting records have not been kept by the parent company or returns adequate for our audit have not been received from 
branches not visited by us or
  the parent company financial statements and the part of the directors’ remuneration report to be audited are not in agreement with  
the accounting records and returns or
  certain disclosures of directors’ remuneration specified by law are not made or
  we have not received all the information and explanations we require for our audit
alastair john richard nuttall
senior statutory auditor
for and on behalf of ernst  young llp statutory auditor
manchester
14 october 2011
independent auditors’ 
report to the members 
of nanoco group plc 
continued
for the year ended 31 july 2011 nanoco group plc
annual report and accounts 2011 27
review of the year financial statements
consolidated 
statement of 
comprehensive  
income
for the year ended 31 july 2011
      2011 2010 
     notes £000 £000
revenue     4 2642 2937
cost of sales      1085 495
gross profit      1557 2442
administrative expenses      4942 3870
operating loss
– before sharebased payments      3232 1262
– sharebased payments     19 153 166
     5 3385 1428
finance income     7 180 68
finance costs     7 10 11
loss on ordinary activities before taxation     3215 1371
taxation     8 723 288
loss for the year and total comprehensive loss for the year    2492 1083
loss per share 
basic loss for the year     9 130p 060p
the loss for the year arises from the group’s continuing operations
there were no other items of comprehensive income for the year 2010 £nil and therefore the loss for the year is also the total comprehensive loss 
for the year
the notes on pages 32 to 57 form an integral part of these financial statements nanoco group plc
annual report and accounts 2011 28
consolidated 
statement of  
changes in equity
for the year ended 31 july 2011
    share 
   issued based 
   equity payment merger revenue 
   capital reserve reserve reserve total 
   £000 £000 £000 £000 £000
at 31 july 2009   12351 167 1242 2505 8771
loss for the year and total comprehensive loss for the year – – – 1083 1083
sharebased payments   – 166 – – 166
at 31 july 2010   12351 333 1242 3588 7854
loss for the year and total comprehensive loss for the year – – – 2492 2492
issue of share capital   15595 – – 432 15163
expenses of placing   519 – – – 519
sharebased payments   – 153 – – 153
at 31 july 2011   27427 486 1242 6512 20159 nanoco group plc
annual report and accounts 2011 29
review of the year financial statements
company statement  
of changes in equity
for the year ended 31 july 2011 
    share    
   issued based capital 
   equity payment redemption revenue 
   capital reserve reserve reserve total 
   £000 £000 £000 £000 £000
at 31 july 2009   89817 167 4804 25743 69045
profit for the year and total comprehensive profit for the year – – – 68 68
sharebased payments   – 166 – – 166
at 31 july 2010   89817 333 4804 25675 69279
profit for the year and total comprehensive profit for the year – – – 130 130
recognition of treasury shares acquired on reverse acquisition – – – 20 20
issue of share capital   15805 – 210 432 15163
treasury shares transferred from nanoco tech ltd  – – – 545 545
expenses of placing   519 – – – 519
sharebased payments   – 153 – – 153
at 31 july 2011   105103 486 4594 26542 83641 nanoco group plc
annual report and accounts 2011 30
statement of  
financial position
at 31 july 2011
registered no 05067291
    31 july 31 july 31 july 31 july 
    2011 2011 2010 2010 
    group company group company 
   notes £000 £000 £000 £000
assets
noncurrent assets
tangible fixed assets   10 3153 – 2803 –
intangible assets   11 828 – 616 –
investment in subsidiaries   12 – 63625 – 63588
    3981 63625 3419 63588
current assets
inventories   13 80 – 18 –
trade and other receivables   14 407 13596 584 5175
income tax asset    581 – 501 –
shortterm investments and cash on deposit  15 12015 3500 2000 –
cash and cash equivalents   15 5084 3369 3682 516
    18167 20465 6785 5691
total assets    22148 84090 10204 69279
liabilities
current liabilities
trade and other payables   16 1641 – 1810 –
financial liabilities   17 63 – 63 –
    1704 – 1873 –
noncurrent liabilities
financial liabilities   17 285 – 348 –
other payables   16 – 449 – –
deferred tax liability   8 – – 129 –
    285 449 477 –
total liabilities    1989 449 2350 –
net assets    20159 83641 7854 69279
capital and reserves
issued equity capital   18 27427 105103 12351 89817
sharebased payment reserve   19 486 486 333 333
merger reserve   20 1242 – 1242 –
capital redemption reserve   20 – 4594 – 4804
revenue reserve   21 6512 26542 3588 25675
total equity    20159 83641 7854 69279
approved by the board and authorised for issue on 14 october 201 1 the notes on pages 32 to 57 form an integral part of these financial statements
colin white
director
14 october 2011 nanoco group plc
annual report and accounts 2011 31
review of the year financial statements
cash flow statements
for the year ended 31 july 2011
    31 july 31 july 31 july 31 july 
    2011 2011 2010 2010 
    group company group company 
   notes £000 £000 £000 £000
lossprofit before interest and tax    3385 67 1428 65
adjustments for 
depreciation of tangible fixed assets   10 734 – 428 –
amortisation of intangible assets   11 87 – 60 –
sharebased payments   19 153 – 166 –
changes in working capital 
increase in inventories    62 – 1 –
decreaseincrease in trade and other receivables   279 – 206 –
increase in trade and other payables    352 – 913 –
cash outflowinflow from operating activities   1842 67 68 65
interest paid   7 10 – 11 –
research and development tax credit received   514 – 51 –
net cash outflowinflow from operating activities   1338 67 28 65
cash flows from investing activities
purchases of tangible fixed assets    1605 – 615 –
related grant received   10 – – 32 –
net purchases of tangible fixed assets    1605 – 583 –
purchases of intangible fixed assets   11 299 – 300 –
cash advance to subsidiary    – 8421 – 5491
increase in cash placed on deposit   15 10015 3500 2000 –
interest received    78 63 68 3
net cash outflow from investing activities   11841 11858 2815 5488
cash flows from financing activities
proceeds from issues of ordinary share capital   15163 15163 – –
expenses on issue of shares   18 519 519 – –
loan repayment    63 – 64 –
net cash inflowoutflow from financing activities   14581 14644 64 –
increasedecrease in cash and cash equivalents   1402 2853 2907 5423
cash and cash equivalents at the start of the year   3682 516 6589 5939
cash and cash equivalents at the end of the year   5084 3369 3682 516
monies placed on deposit at the end of the year   12015 3500 2000 –
cash cash equivalents and deposits at the end of the year 15 17099 6869 5682 516
the notes on pages 32 to 57 form an integral part of these financial statements nanoco group plc
annual report and accounts 2011 32
notes to the financial 
statements
for the year ending 31 july 2011
1 authorisation of financial statements and statement of compliance with ifrs
the financial statements of nanoco group plc and its subsidiaries the “group” for the year ended 31 july 2011 were authorised for issue  
by the board of directors on 14 october 2011 and the statement of financial position was signed on the board’s behalf by mr colin white
nanoco group plc “the company” is an aim listed company incorporated and domiciled in the uk
the company’s financial statements have been prepared in accordance with international financial reporting standards as adopted by the 
european union “ifrs” and international financial reporting committee “ifric” interpretations as they apply to the financial statements  
of the group for the period ended 31 july 2011
the principal accounting policies adopted by the group are set out in note 2
2 accounting policies
basis of preparation
these financial statements have been prepared in accordance with ifrs and ifric interpretations as they apply to the financial statements  
of the group for the year ended 31 july 2011 and applied in accordance with the companies act 2006
the accounting policies adopted are consistent with those of the previous financial year except as described below
the following new and amended ifrs and ifric interpretations were mandatory as of 1 august 2010 unless otherwise stated
  improvements to ifrs issued april 2009
  improvements to ifrs issued may 2010
  amendment to ifrs 2 group cashsettled sharebased payment transactions effective 1 january 2010
  amendments to ifrs 1 limited exemption from comparative ifrs 7 disclosures
  ifric 19 extinguishing financial liabilities with equity instruments
for each of the new or amended ifrs and ifric interpretations adopted in the period the impact on the financial statements or performance  
of the group is described below 
  improvements to ifrs issued april 2009 and in may 2010
in april 2009 and may 2010 the board issued further omnibus amendments to its standards primarily with a view to removing inconsistencies  
and clarifying wording there are separate transitional provisions for each amendment the adoption of the amendments resulted in no significant 
changes to the financial statements or performance of the group
  amendment to ifrs 2 sharebased payment group cashsettled sharebased payment transactions
this amendment did not have an impact on the financial position or performance of the group
  amendments to ifrs 1 limited exemption from comparative ifrs 7 disclosures
this amendment did not have any impact on the financial position or performance of the group
  ifric 19 extinguishing financial liabilities with equity instruments
this amendment did not have any impact on the financial position or performance of the group
the accounting policies which follow set out those policies which apply in preparing the financial statements for the year
the financial statements are prepared under the historical cost convention except where otherwise stated 
the company has elected to take the exemption under section 408 of the companies act 2006 not to present the parent company’s  
income statement the parent company’s result for the period ended 31 july 2011 was a profit of £130000 2010 profit of £68000
the group financial statements are presented in sterling and all values are rounded to the nearest thousand pounds except where  
otherwise indicated nanoco group plc
annual report and accounts 2011 33
review of the year financial statements
basis of consolidation
the group financial statements consolidate the financial statements of nanoco group plc and the entities it controls its subsidiaries drawn up  
to 31 july each year
subsidiaries
subsidiaries are all entities over which the group has the power to govern the financial and operating policies generally accompanying  
a shareholding of more than half of the voting rights the existence and effects of potential voting rights are considered when assessing  
whether the group controls the entity subsidiaries are fully consolidated from the date control passes
the purchase method of accounting is used to account for the acquisition of subsidiaries by the group before 31 july 2011 the costs of an 
acquisition are measured as the fair value of the assets given equity instruments issued and liabilities incurred or assumed at the date of exchange 
plus costs directly attributable to the acquisition identifiable assets acquired and liabilities and contingent liabilities assumed in a business 
combination are initially measured at fair value at acquisition date irrespective of the extent of any minority interest the difference between the 
cost of acquisition of shares in subsidiaries and the fair value of the identifiable net assets acquired is capitalised as goodwill and reviewed annually 
for impairment any deficiency in the cost of acquisition below the fair value of identifiable net assets acquired ie discount on acquisition  
is recognised directly in the income statement
all intragroup transactions balances and unrealised gains on transactions between group companies are eliminated on consolidation 
subsidiaries’ accounting policies are amended where necessary to ensure consistency with the policies adopted by the group all financial 
statements are made up to 31 july 2011
foreign currency translation
items included in the financial statements of each entity are measured using the currency of the primary economic environment in which the 
entity operates the functional currency the financial statements are presented in sterling being the group’s presentational currency
transactions in foreign currencies are initially recorded in the functional currency by applying the spot rate ruling at the date of the transaction 
monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the 
statement of financial position date all differences are taken to the income statement
nonmonetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates  
of the initial transactions nonmonetary items measured at fair value in a foreign currency are translated using the exchange rates at the date 
when the fair value was determined
segmental reporting
an operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses whose 
operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the 
segment and assess its performance and for which discrete financial information is available
revenue recognition
revenue is recognised to the extent that it is probable that economic benefits will flow to the group and the revenue can be reliably measured 
revenue is measured at the fair value of the consideration received or receivable for the sale of goods or services excluding discounts rebates  
vat and other sales taxes or duties
the group’s revenues to date comprise amounts earned under joint development agreements and individual project development programmes 
material supply and licence agreements and revenue from the sale of quantum dot products
revenues from development programmes are recognised as development work is performed during the contractual term as measured by 
performance milestones revenue is not recognised where there is uncertainty regarding the achievement of such milestones
royalties are recognised when goods are supplied by customers under licence agreements royalties received in advance under material supply and 
licence agreements are recognised as revenue when goods are supplied or contractual rights for the customer to recoup such payments have lapsed
2 accounting policies continued nanoco group plc
annual report and accounts 2011 34
revenue from the sale of products is recognised at the point of transfer of risks and rewards of ownership which is generally on shipment of product
interest income
interest income is recognised as interest accrues using the effective interest rate method
research and development
research costs are charged against the income statement as they are incurred certain development costs will be capitalised as intangible assets 
when it is probable that future economic benefits will flow to the company such intangible assets will be amortised on a straight line basis from 
the point at which the assets are ready for use over the period of the expected benefit and are reviewed for impairment at each statement of 
financial position date other development costs are charged against income as incurred since the criteria for their recognition as an asset are  
not met
the criteria for recognising expenditure as an asset are 
  it is technically feasible to complete the product
  management intends to complete the product and use or sell it
  there is an ability to use or sell the product
  it can be demonstrated how the product will generate probable future economic benefits
  adequate technical financial and other resources are available to complete the development use and sale of the product and
  expenditure attributable to the product can be reliably measured
the costs of an internally generated intangible asset comprise all directly attributable costs necessary to create produce and prepare the asset  
to be capable of operating in the manner intended by management directly attributable costs include employee costs incurred on technical 
development testing and certification materials consumed and any relevant third party cost the costs of internally generated developments  
are recognised as intangible assets and are subsequently measured in the same way as externally acquired intangible assets however until 
completion of the development project the assets are subject to impairment testing only
careful judgement by the directors is applied when deciding whether the recognition requirements for development costs have been met this  
is necessary as the economic success of any product development is uncertain and may be subject to future technical problems at the time of 
recognition judgements are based on the information available at each statement of financial position date which includes the progress with 
testing and certification and progress on for example establishment of commercial arrangements with third parties in addition all internal 
activities related to research and development of new products are continuously monitored by the directors
no development costs to date have been capitalised as intangible assets
leases
rentals payable under operating leases which are leases where the lessor retains a significant proportion of the risks and rewards of the underlying 
asset are charged in the income statement on a straight line basis over the expected lease term
provisions
provisions are recognised when the group has a present obligation legal or constructive as a result of a past event and it is probable that an 
outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount  
of the obligation
the expense relating to any provision is presented in the income statement net of any expected reimbursement but only where recoverability  
of such reimbursement is virtually certain
provisions are discounted using a current pretax rate that reflects where appropriate the risk specific to the liability where discounting is used  
the increase in the provision due to the passage of time is recognised as a finance cost
2 accounting policies continued
notes to the financial 
statements continued
for the year ending 31 july 2011 nanoco group plc
annual report and accounts 2011 35
review of the year financial statements
financial assets and liabilities
financial assets and liabilities are recognised when the group becomes party to the contracts that give rise to them and are classified as  
financial assets at fair value through the income statement the group determines the classification of its financial assets and liabilities  
at initial recognition and reevaluates this designation at each financial year end
at the year end the group had no financial assets or liabilities designated as at fair value through the income statement 2010 £nil
derecognition of financial assets and liabilities
a financial asset or liability is generally derecognised when the contract that gives rise to it is settled sold cancelled or expires
taxation
current income tax
current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to 
the tax authorities the tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the statement 
of financial position date
deferred income tax
deferred income tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts  
in the financial statements with the following exceptions 
  where the temporary difference arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business 
combination that at the time of the transaction affects neither accounting nor taxable profit nor loss and
  in respect of taxable temporary differences associated with investments in subsidiaries where the timing of the reversal of the temporary 
differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future
deferred income tax assets and liabilities are measured on an undiscounted basis using the tax rates and tax laws that have been enacted or 
substantially enacted by the statement of financial position date and which are expected to apply when the related deferred tax asset is realised 
or the deferred tax liability is settled
deferred income tax assets are recognised to the extent that it is probable that future taxable profits will be available against which differences 
can be utilised an asset is not recognised to the extent that the transfer or economic benefits in the future is uncertain
investments in subsidiaries
investments in subsidiaries are stated in the company statement of financial position at cost less provision for any impairment
tangible fixed assets
tangible fixed assets are recognised initially at cost after initial recognition these assets are carried at cost less any accumulated depreciation  
and any accumulated impairment losses cost comprises the aggregate amount paid and the fair value of any other consideration given to acquire 
the asset and includes cost directly attributable to making the asset capable of operating as intended
depreciation is computed by allocating the depreciable amount of an asset on a systematic basis over its useful life and is applied separately  
to each identifiable component
the following bases and rates are used to depreciate classes of assets 
laboratory infrastructure – straight line over remainder of lease period
fixtures and fittings – straight line over five years
office equipment – straight line over three years
plant and machinery – straight line over five years
the carrying values of tangible fixed assets are reviewed for impairment if events or changes in circumstances indicate that the carrying value  
may not be recoverable and are written down immediately to their recoverable amount useful lives and residual values are reviewed annually  
and where adjustments are required these are made prospectively
2 accounting policies continued nanoco group plc
annual report and accounts 2011 36
a tangible fixed asset item is derecognised on disposal or when no future economic benefits are expected to arise from the continued use  
of the asset any gain or loss arising on the derecognition of the asset is included in the income statement in the period of derecognition
intangible assets
intangible assets acquired either as part of a business combination or from contractual or other legal rights are recognised separately from 
goodwill provided they are separable and their fair value can be measured reliably this includes the costs associated with registering patents  
in respect of intellectual property rights
where intangible assets recognised have finite lives after initial recognition their carrying value is amortised on a straight line basis over those lives 
the nature of those intangibles recognised and their estimated useful lives are as follows 
patents – straight line over ten years
impairment of assets
at each reporting date the group reviews the carrying value of its plant equipment and intangible assets to determine whether there is an 
indication that these assets have suffered an impairment loss if any such indication exists or when annual impairment testing for an asset  
is required the company makes an assessment of the asset’s recoverable amount
an asset’s recoverable amount is the higher of an asset’s or cashgenerating unit’s fair value less costs to sell and its value in use and is determined 
for an individual asset unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets 
where the carrying value of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable 
amount in assessing value in use the estimated future cash flows are discounted to their present value using a pretax discount rate that reflects 
current market assessments of the time value of money and the risks specific to the asset in determining fair value less costs to sell an appropriate 
valuation model is used these calculations corroborated by valuation multiples or other available fair value indicators impairment losses on 
continuing operations are recognised in the income statement in those expense categories consistent with the function of the impaired assets
an assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer 
exist or may have decreased if such indication exists the recoverable amount is estimated a previously recognised impairment loss is reversed 
only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised 
if that is the case the carrying amount of the asset is increased to its recoverable amount that increased amount cannot exceed the carrying 
amount that would have been determined net of depreciation had no impairment loss been recognised for the asset in prior years such reversal  
is recognised in the income statement unless the asset is carried at revalued amount in which case the reversal is treated as a valuation increase 
after such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount less any residual value  
on a systematic basis over its remaining useful life
inventories
inventories are stated at the lower of cost and net realisable value cost based on latest contractual prices includes all costs incurred in bringing 
each product to its present location and condition net realisable value is based on estimated selling price less any further costs expected to be 
incurred to disposal provision is made for slowmoving or obsolete items
trade and other receivables
trade receivables which generally have 30 to 60 day terms are recognised and carried at the lower of their original invoiced value and recoverable 
amount the time value of money is not material
provision is made when there is objective evidence that the group will not be able to recover balances in full significant financial difficulties faced 
by the customer probability that the customer will enter bankruptcy or financial reorganisation and default in payments are considered indicators 
that the trade receivable is impaired the amount of the provision is the difference between the asset’s carrying amount and the present value  
of estimated future cash flows discounted at the original effective interest rate the carrying value of the asset is reduced through the use of an 
allowance account and the amount of the loss is recognised in the income statement within administrative expenses
when a trade receivable is uncollectible it is written off against the allowance account for trade receivables
2 accounting policies continued
notes to the financial 
statements continued
for the year ending 31 july 2011 nanoco group plc
annual report and accounts 2011 37
review of the year financial statements
government grants
government grants are recognised when it is reasonable to expect that the grants will be received and that all related conditions are met usually 
on submission of a valid claim for payment
government grants of a revenue nature are deferred and recognised in the income statement in line with the terms of the underlying grant agreement
government grants relating to capital expenditure are deducted in arriving at the carrying amount of the asset
cash cash equivalents and shortterm investments
cash and cash equivalents comprise cash at hand and deposits with an original term of not greater than three months shortterm investments 
comprise deposits with an original term of greater than three months but no greater than twelve months
trade and other payables
trade and other payables are not interest bearing and are initially recognised at fair value they are subsequently measured at amortised cost 
using the effective interest rate method
borrowings
borrowings are recognised when the group becomes party to the related contracts and are measured initially at fair value net of directly 
attributable transaction costs incurred after initial recognition borrowings are stated at amortised cost
borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve 
months after the statement of financial position date
share capital
proceeds on issue of shares are included in shareholders’ equity net of transaction costs the carrying amount is not remeasured in subsequent years
shares held by employee benefit trust
the employee benefit trust is consolidated in the financial statements and the shares are reported as treasury shares in the group’s statement  
of financial position shares are treated as though they had been cancelled when calculating earnings per share until such time that the shares  
are exercised the employee benefit trust is treated similarly in the financial statements of the parent company
sharebased payments
the company undertakes equity settled sharebased payment transactions with certain employees
equity settled sharebased payment transactions are measured with reference to the fair value at the date of grant recognised on a straight line 
basis over the vesting period based on the company’s estimate of shares that will eventually vest fair value is measured using the binomial 
model where options include a range of target share prices a monte carlo simulation model has been used
at each statement of financial position date before vesting the cumulative expense is calculated representing the extent to which the vesting 
period has expired and management’s best estimate of the achievement or otherwise of nonmarket conditions and the number of equity 
instruments that will ultimately vest the movement in cumulative expense since the previous statement of financial position date is recognised  
in the income statement with a corresponding entry in equity
where the terms of an equitysettled award are modified or a new award is designated as replacing a cancelled or settled award the cost based  
on the original award terms continues to be recognised over the original vesting period in addition an expense is recognised over the remainder  
of the new vesting period for the incremental fair value of any modification based on the difference between the fair value of the original award 
and the fair value of the modified award both as measured on the date of the modification no reduction is recognised if this difference is negative
where awards are granted to the employees of the subsidiary company the fair value of the awards at grant date is recorded in the company’s 
financial statements as an increase in the value of the investment with a corresponding increase in equity as “sharebased payment reserve”
2 accounting policies continued nanoco group plc
annual report and accounts 2011 38
defined contribution pension scheme
the group operates a defined contribution pension scheme the assets of the scheme are held separately from those of the company in an 
independently administered fund the amounts charged against profits represent the contributions payable to the scheme in respect of the 
accounting period
accounting standards and interpretations not applied
at the date of authorisation of these financial statements the following standards and interpretations relevant to the operations of the group 
that have not been applied in these financial statements were in issue but not yet effective or endorsed unless otherwise stated
the effective dates stated here are those given in the original iasb standards and interpretations as the group prepares its financial statements  
in accordance with ifrs the application of new standards and interpretations will be subject to their having been endorsed for use in the eu via 
the eu endorsement mechanism in the majority of cases this will result in an effective date consistent with that given in the original standard  
or interpretation but the need for endorsement restricts the group’s discretion to early adopt standards
the following standards and interpretations have an effective date after the date of these financial statements 
 effective date
ifrs 7 financial instruments disclosures amendment 1 july 2011
ias 24 related party disclosures revised 1 january 2011
 improvements to international financial reporting standards issued 2010 1 january 2011
ifrs 9 financial instruments – classification and measurement 1 january 2013
ias 12 income taxes amendment – deferred taxes recovery of underlying assets 1 january 2012
ifrs 11 joint arrangements 1 january 2013
ifrs 12 disclosure of interests in other entities 1 january 2013
ifrs 13 fair value measurement 1 january 2013
ias 1 presentation of financial statements  
 – amendments to revise the way other comprehensive income is presented 1 july 2012
ias 19 employee benefits  
 – amended standard resulting from the postemployment benefits and termination benefits projects 1 january 2013
ias 27 consolidated and separate financial statements  
 – reissued as ias 27 separate financial statements as amended in 2011 1 january 2013
ias 28 investments in associates  
 – reissued as ias 28 investments in associates and joint ventures as amended in 2011 1 january 2013
the directors anticipate that the adoption of these standards and interpretations in future periods will have no material impact on the financial 
statements of the group
3 judgements and key sources of estimation uncertainty
the preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported for assets 
and liabilities as at the statement of financial position date and the amounts reported for revenues and expenses during the year the nature  
of estimation means that actual amounts could differ from those estimates estimates and assumptions used in the preparation of the financial 
statements are continually reviewed and revised as necessary while every effort is made to ensure that such estimates and assumptions  
are reasonable by their nature they are uncertain and as such changes in estimates and assumptions may have a material impact on the 
financial statements
the key sources of estimation uncertainty that have a significant risk of causing material adjustment to the carrying amount of assets and 
liabilities within the next financial year are discussed below
2 accounting policies continued
notes to the financial 
statements continued
for the year ending 31 july 2011 nanoco group plc
annual report and accounts 2011 39
review of the year financial statements
equitysettled sharebased payments
the estimation of sharebased payment costs requires the selection of an appropriate valuation method consideration as to the inputs necessary 
for the valuation model chosen and the estimation of the number of awards that will ultimately vest inputs required for this arise from judgements 
relating to the future volatility of the share price of comparable companies the company’s expected dividend yields riskfree interest rates and 
expected lives of the options the directors draw on a variety of sources to aid in the determination of the appropriate data to use in such calculations
taxation
management judgement is required to determine the amount of tax assets that can be recognised based upon the likely timing and level of future 
taxable profits together with an assessment of the effect of future tax planning strategies the carrying value of the unrecognised tax losses at  
31 july 2011 was £1691000 2010 £343000 the value of tax asset net of deferred tax liability not recognised at the yearend is £1190000 
2010 £nil as measured at a standard tax rate of 26  2010 27 
4 segmental information
operating segments
at 31 july 2011 the group operated as one segment being the provision of high performance nanoparticles for research and development 
purposes this is the level at which operating results are reviewed by the chief operating decision maker ie the ceo to make decisions  
about resources and for which financial information is available all revenues have been generated from continuing operations and are from 
external customers
      31 july 31 july 
      2011 2010 
      £000 £000
analysis of revenue
products sold      194 82
rendering of services      1351 1269
royalties and licences      1097 1586
      2642 2937
included within rendering of services is revenue from two material customers amounting to £697 000 and £603000 2010 one material  
customer amounting to £839000 and included within royalties and licences is revenue from one material customer amounting to £1097 000 
2010 one material customer amounting to £1586000
geographical information
the group operates in four main geographic areas although all are managed in the uk the group’s revenue per geographical segment is as 
follows 
      31 july 31 july 
      2011 2010 
      £000 £000
revenue
uk      – 49
europe excluding uk      200 117
asia      2397 2754
usa      45 17
      2642 2937
all the group’s assets are held in the uk and all of its capital expenditure arises in the uk
3 judgements and key sources of estimation uncertainty continued nanoco group plc
annual report and accounts 2011 40
5 operating loss
      31 july 31 july 
      2011 2010 
the group      £000 £000
operating loss is stated after chargingcrediting 
depreciation of tangible fixed assets see note 10     734 428
amortisation of intangible assets see note 11     87 60
staff costs see note 6      2564 2093
foreign exchange losses      41 44
grants receivable      – 48
research and development expense      2581 1850
cost of inventories recognised as an expense included in cost of sales    531 148
operating lease rentals see note 22 
land and buildings      195 140
auditor’s remuneration
audit services
– fees payable to company auditor for the audit of the parent and the consolidated accounts  10 10
fees payable to company auditor for other services
– auditing the accounts of subsidiaries pursuant to legislation    14 13
– other services      8 27
total auditor’s remuneration      32 50
 included within research and development expense are staff costs totalling £1695000 2010 £1429000
6 staff costs
the average monthly number of employees during the year including directors was as follows 
      31 july 31 july 
      2011 2010 
the group      number number
directors      7 5
laboratory and administrative staff      49 34
      56 39
notes to the financial 
statements continued
for the year ending 31 july 2011 nanoco group plc
annual report and accounts 2011 41
review of the year financial statements
      31 july 31 july 
      2011 2010 
      £000 £000
wages and salaries      2087 1775
social security costs      216 152
pension contributions      108 –
sharebased payments      153 166
      2564 2093
directors’ remuneration included in the aggregate remuneration above comprised 
emoluments for qualifying services      528 287
directors’ emoluments excluding social security costs disclosed above include £164000 paid to the highest paid director 2010 £129000 
an analysis of the highest paid director’s remuneration is included in the director’s remuneration report on page 20
7  finance incomecosts
      31 july 31 july 
      2011 2010 
the group      £000 £000
finance income 
bank interest receivable      180 68
finance costs 
loan interest payable      10 11
      170 57
bank interest receivable includes £102000 2010 £nil which is receivable after the year end
8 taxation
the tax credit is made up as follows 
      31 july 31 july 
      2011 2010 
the group      £000 £000
current income tax 
uk corporation tax losses in the year      – –
research and development income tax credit receivable     600 433
adjustment in respect of prior years      6 16
total current income tax      594 417
deferred tax 
origination and reversal of temporary differences     129 129
total deferred tax      129 129
total tax credit in the income statement      723 288
6 staff costs continued nanoco group plc
annual report and accounts 2011 42
factors affecting tax charge for the year 
      31 july 31 july 
      2011 2010 
the group      £000 £000
the tax assessed for the year varies from the standard rate of corporation tax as explained below 
loss on ordinary activities before taxation      3215 1371
tax at standard rate of 27 33 2010 28     878 384
effects of 
expenses not deductible for tax purposes      42 48
movement in unprovided deferred tax      279 4
additional reduction for research and development expenditure    587 379
surrender of research and development relief for repayable tax credit    1292 867
research and development tax credit receivable     600 433
share options exercised cta 2009 pt 12 deduction     1132 –
tax losses carried forwardbrought forward losses utilised    1413 19
adjustment in respect of prior years      6 16
tax credit in income statement      723 288
deferred tax has been calculated at the rate of 26  being the rate which had been substantively enacted by law at the date of these accounts 
the change in tax rate is not considered to have had a material impact
the group has accumulated losses available to carry forward against future trading profits the estimated value of the deferred tax asset 
measured at a standard rate of 26  2010 27  is £1691000 2010 £343000
the group also has a deferred tax liability being accelerated capital allowances less the deferred tax on sharebased payments for which the tax 
measured at a standard rate of 26  2010 27  is £501000 2010 £472000
the excess of accumulated losses over deferred tax liability has not been recognised as an asset to the extent that the transfer of economic 
benefits in the future is uncertain 2010 recognised deferred tax liability £129000
the chancellor has proposed changes to further reduce the main rate of corporation tax by 1  per annum to 23  by 1 april 2014 but these  
changes have not yet been substantively enacted and therefore are not included in the figures above the overall effect of the further reduction from 
26  to 23  if these applied to the unprovided deferred tax asset of 31 july 201 1 would be to further reduce the deferred tax asset by £1 38000
8 taxation continued
notes to the financial 
statements continued
for the year ending 31 july 2011 nanoco group plc
annual report and accounts 2011 43
review of the year financial statements
9 earnings per share
      31 july 31 july 
      2011 2010 
the group      £000 £000
loss for the financial year attributable to equity shareholders    2492 1083
sharebased payments      153 166
loss for the financial year before sharebased payments     2339 917
weighted average number of shares 
ordinary shares in issue      192142536 180397031
adjusted loss per share before sharebased payments pence    122 051
basic loss per share pence      130 060
diluted loss per share has not been presented above as the effect of share options issued is antidilutive
10 tangible fixed assets
     office 
     equipment   
    laboratory fixtures and plant and  
    infrastructure fittings machinery total 
the group    £000 £000 £000 £000
cost 
at 31 july 2009    1660 159 762 2581
additions    24 30 1082 1136
grant received    32 – – 32
at 31 july 2010    1652 189 1844 3685
additions    367 116 601 1084
grants received    – – – –
at 31 july 2011    2019 305 2445 4769
depreciation 
at 31 july 2009    214 68 172 454
provided during the year    185 47 196 428
at 31 july 2010    399 115 368 882
provided during the year    268 52 414 734
at 31 july 2011    667 167 782 1616
net book value 
at 31 july 2011    1352 138 1663 3153
at 31 july 2010    1253 74 1476 2803
fixed asset additions for the year ending 31 july 2011 include £nil 2010 £521000 of equipment that was in the process of construction at 31 july 
2011 and was paid for after the year end nanoco group plc
annual report and accounts 2011 44
11 intangible assets
       patents 
the group       £000
cost 
at 31 july 2009       459
additions       300
at 31 july 2010       759
additions       299
at 31 july 2011       1058
amortisation 
at 31 july 2009       83
provided during the year       60
at 31 july 2010       143
provided during the year       87
at 31 july 2011       230
net book value 
at 31 july 2011       828
at 31 july 2010       616
amortisation provided during the period is recognised in administrative expenses
12 investment in subsidiaries
    shares loans loan provision total 
the company    £000 £000 £000 £000
at 31 december 2009    63255 20453 20286 63422
increase in respect of sharebased payments   – 166 – 166
at 31 july 2010    63255 20619 20286 63588
increase in respect of sharebased payments   – 153 – 153
transfer of treasury shares    – 96 – 96
recognition of treasury shares acquired on reverse acquisition  20 – – 20
at 31 july 2011    63235 20676 20286 63625
the impairment of the loan relates to the company’s investment in nanoco life sciences limited the directors have concluded that the 
investment’s recoverable amount is £nil
the accounting for the reverse acquisition that took place in 2009 is described in note 23 the treasury shares were initially written off at the time 
of the reverse acquisition and have subsequently been rerecognised
notes to the financial 
statements continued
for the year ending 31 july 2011 nanoco group plc
annual report and accounts 2011 45
review of the year financial statements
loans to subsidiary undertakings carry no interest and are repayable on demand further information in relation to these loans is given in note 25
 share of issued ordinary share capital
   31 july 31 july 
subsidiary undertakings country of incorporation principal activity 2011 2010
nanoco life sciences limited  
formerly evolutec limited england and wales research and development 100 100
nanoco tech limited england and wales holding company 100 100
nanoco technologies limited england and wales research and develop nanoparticles 100 100
 share capital is owned by nanoco tech limited all other shareholdings are owned by nanoco group plc
13 inventories
    31 july 31 july 31 july 31 july 
    2011 2011 2010 2010 
    group company group company 
    £000 £000 £000 £000
raw materials and consumables    80 – 18 –
14 trade and other receivables
    31 july 31 july 31 july 31 july 
    2011 2011 2010 2010 
    group company group company 
    £000 £000 £000 £000
trade receivables    29 – 334 –
prepayments    247 – 156 –
intercompany shortterm loan to subsidiary   – 13596 – 5175
other receivables    131 – 94 –
    407 13596 584 5175
the directors consider that the carrying amount of trade and other receivables approximates to their fair value
12 investment in subsidiaries continued nanoco group plc
annual report and accounts 2011 46
trade receivables are denominated in the following currencies 
    31 july 31 july 31 july 31 july 
    2011 2011 2010 2010 
    group company group company 
    £000 £000 £000 £000
sterling    – – – –
us dollars    29 – 334 –
    29 – 334 –
at 31 july the analysis of trade receivables that were past due but not impaired was as follows 
       past due 
     neither past due  but not impaired 
    total nor impaired 30 days 30 to 60 days 
    £000 £000 £000 £000
2011    29 29 – –
2010    334 334 – –
15 cash cash equivalents and deposits
    31 july 31 july 31 july 31 july 
    2011 2011 2010 2010 
    group company group company 
    £000 £000 £000 £000
shortterm investments and cash on deposit   12015 3500 2000 –
cash and cash equivalents    5084 3369 3682 516
    17099 6869 5682 516
under ias 7  cash held on longterm deposits being deposits with original maturity of greater than three months and no more than twelve 
months that cannot readily be converted into cash has been classified as a shortterm investment the maturity on this investment was twelve 
months from the date of investment
cash and cash equivalents at 31 july 2011 include deposits with original maturity of three months or less of £4962000 2010 £2502000
an analysis of cash cash equivalents and deposits by denominated currency is given in note 24
14 trade and other receivables continued
notes to the financial 
statements continued
for the year ending 31 july 2011 nanoco group plc
annual report and accounts 2011 47
review of the year financial statements
16 trade and other payables
    31 july 31 july 31 july 31 december 
    2011 2011 2010 2010 
    group company group company 
    £000 £000 £000 £000
current
current payables    600 – 933 –
other payables    802 – 584 –
accruals    239 – 293 –
    1641 – 1810 –
noncurrent
noncurrent longterm loan from subsidiary   – 449 – –
    – 449 – –
trade payables includes £nil 2010 £521000 of equipment additions that were still in the process of construction at 31 july 2011 and for which 
payment was made after the year end
other payables includes £719000 31 july 2010 £539000 of deferred revenue
the directors consider that the carrying amount of trade and other payables approximates to their fair value
17  financial liabilities
    31 july 31 july 31 july 31 july 
    2011 2011 2010 2010 
    group company group company 
    £000 £000 £000 £000
current
other loan    63 – 63 –
noncurrent
other loan    285 – 348 –
    348 – 411 –
the directors consider that the carrying amount of financial liabilities approximate to their fair value in so far as this is an arm’s length transaction 
taken out at a market rate of interest
the other loan is unsecured bears interest at 2 above base rate and is repayable in quarterly instalments nanoco group plc
annual report and accounts 2011 48
18 issued equity capital
      reverse  
    share share acquisition 
    capital premium reserve total 
the group   number £000 £000 £000 £000
authorised ordinary shares of 10p 
at 31 july 2009 31 july 2010 and 31 july 2011  250000000 25000 – – 25000
allotted called up and fully paid ordinary shares of 10p 
as at 31 july 2009 and 31 july 2010   184156282 18416 71400 77465 12351
shares issued on exercise of options   4522900 452 59 211 300
shares issued in placing   16700000 1670 13193 – 14863
ebt shares issued on 30 june 2011   479235 48 384 – 432
expenses of placing   – – 519 – 519
as at 31 july 2011   205858417 20586 84517 77676 27427
the balances classified as share capital and share premium include the total net proceeds nominal value and share premium respectively on issue 
of the company’s equity share capital comprising 10 pence ordinary shares
the retained loss and other equity balances recognised in the group financial statements reflect the consolidated retained loss and other equity 
balances of nanoco t ech limited immediately before the business combination which was reported in the year ended 31 july 2009 the consolidated 
results for the period from 1 august 2008 to the date of the acquisition by nanoco group plc are those of nanoco tech limited however the 
equity structure appearing in the group financial statements reflects the equity structure of the legal parent including the equity instruments 
issued under the share for share exchange to effect the transaction the effect of using the equity structure of the legal parent gives rise to an 
adjustment to the group’s issued equity capital in the form of a reverse acquisition reserve
certain share options exercised during the year had an exercise price less than nominal value the aggregate discount to nominal value on these 
options of £211000 has been charged to the company’s capital redemption reserve and on consolidation to the group’s reverse acquisition 
reserve the discount arose as a result of the formula agreed at the time of the acquisition of nanoco tech limited by the company on 1 may 
2009 for converting share options in nanoco tech limited into equivalent share options in the company the total aggregate discount to nominal 
value of all relevant options including those not yet exercised was £662000 this treatment will be submitted for approval by the company at the 
agm in december 2011
     share share 
     capital premium total 
the company    number £000 £000 £000
authorised ordinary shares of 10p 
at 31 july 2009 31 july 2010 and 31 july 2011   250000000 25000 – 25000
allotted called up and fully paid ordinary shares of 10p 
as at 31 july 2009 and 31 july 2010    184156282 18416 71401 89817
shares issued on exercise of options    4522900 452 58 510
shares issued in placing    16700000 1670 13193 14863
ebt shares issued on 30 june 2011    479235 48 384 432
expenses of placing    – – 519 519
as at 31 july 2011    205858417 20586 84517 105103
notes to the financial 
statements continued
for the year ending 31 july 2011 nanoco group plc
annual report and accounts 2011 49
review of the year financial statements
19 sharebased payments
the sharebased payment reserve accumulates the corresponding credit entry in respect of sharebased payment charges movements in the 
reserve are disclosed in the statement of changes in equity
a charge of £153000 has been recognised in the income statement for the year 2010 £166000
share option schemes
the group operates the following share option schemes all of which are operated as enterprise management incentive “emi” schemes in so far 
as the share options being issued meet the emi criteria as defined by hm revenue  customs share options issued that do not meet emi criteria 
are issued as unapproved share options  but are subject to the same exercise performance conditions
nanoco tech share incentive plan
share options issued under the nanoco tech share incentive plan had been issued to staff who were employed by nanoco tech limited in the 
period from 1 september 2006 up to the date of the reverse takeover on 1 may 2009 these options were conditional on achievement of share 
price performance criteria and either a sale or listing of the company all of the relevant vesting conditions have been successfully met and options 
are capable of being exercised following a lock in period at any time from 1 august 2010 to 31 august 2016 following the reverse takeover the 
number of share options in issue were increased in line with the terms of the reverse acquisition by a factor of 455 times and the exercise price 
decreased by 455 times this was reflected as a reverse acquisition adjustment in the 2009 accounts
nanoco group plc longterm incentive plan “ltip”
– grant in november 2009
share options were granted to management and staff on 27 november 2009 under the terms of the nanoco group plc longterm incentive plan 
and will be exercisable subject to performance conditions being met based on share price following publication of the 2012 results and eps targets 
relating to financial year ending 31 july 2012 the exercise price was set at 40 pence for all staff apart from michael edelman and nigel pickett  
for whom the exercise price was set at 78 pence the average market price of the company’s shares on the date of issue of the ltip award was  
69 pence the fair value benefit is measured using a monte carlo model taking into account the terms and conditions upon which the share 
options were issued
the key performance target criteria governing the exercise of the share options are summarised as follows 
 performance 
 of award conditions  targets  shares vesting
   min stretch min stretch notes
50  eps 2p 4p 0 100 1
50  share price £120 £160 50 100 2
1 to the extent that eps is greater than the eps minimum threshold but less than the eps stretch award the number of options that will become exercisable will be calculated prorata on  
a straight line basis
2 to the extent that the share price is greater than the minimum target but less than the stretch target the number of options that will become exercisable will be calculated prorata on  
a straight line basis
– grant in june 201 1
share options were granted to management on 2 june 2011 subject to performance conditions being achieved based on sales targets for the 
financial year ended 31 july 2012 the exercise price was set at 7925 pence being the average closing share price on the day preceding issue of 
the share options the fair value benefit is measured using a binomial model taking into account the terms and conditions upon which the share 
options were issued nanoco group plc
annual report and accounts 2011 50
the key performance target criteria governing the exercise of the share options are summarised as follows 
 performance 
 of award conditions  targets  shares vesting
   min stretch min stretch notes
100  cfqd revenues in year £5m £10m 50 100 1 
  ending 31 july 2012
cfqd  cadmium free quantum dots
1  to the extent that revenues are greater than the minimum threshold but less than the stretch award the number of options that will become exercisable will be calculated prorata on  
a straight line basis
– other awards
share options are awarded to management and key staff as a mechanism for attracting and retaining key members of staff the options are 
issued at either market price on the day preceding grant or in the event of abnormal price movements at an average market price for the week 
preceding grant date these options are exercisable any time after the third anniversary of the award and prior to the tenth anniversary of the 
award exercise of the award is subject to the employee remaining a full time member of staff at the point of exercise the fair value benefit  
is measured using a binomial valuation model taking into account the terms and conditions upon which the share options were issued
shares held in the employee benefit trust “ebt”
the group also operates a jointly owned ebt share scheme for senior management under which the trustee of the groupsponsored ebt has 
acquired shares in the company jointly with a number of employees the shares were acquired pursuant to certain conditions set out in jointly 
owned agreements “joe” subject to meeting the performance criteria conditions set out in the joe the employees are able to exercise an  
option to acquire the trustee’s interests in the jointly owned ebt shares at the option price the jointly owned ebt shares issued on 1 september 
2006 had met the option conditions on 1 august 2010 and are capable of being exercised at any time until 31 august 2016
the fair value benefit is measured using a binomial valuation model taking into account the terms and conditions upon which the jointly owned 
shares were issued
the following tables illustrate the number and weighted average exercise prices of and movements in share options and jointly owned ebt shares 
during the year
    share options ebt 2011 total 2010 total 
the group and company    number number number number
outstanding at 1 august    11028835 3759251 14788086 12190401
granted during the year    1242754 479235 1721989 2597685
exercised during the year    4522900 – 4522900 –
forfeitedcancelled    692288 – 692288 –
outstanding at 31 july    7056401 4238486 11294887 14788086
exercisable at 31 july    3794501 3759251 7667502 –
19 sharebased payments continued
notes to the financial 
statements continued
for the year ending 31 july 2011 nanoco group plc
annual report and accounts 2011 51
review of the year financial statements
      2011 2010 
the group and company      pence pence
weighted average exercise price of options
outstanding at 1 august      140 52
granted during the year      808 547
exercised during the year      66 –
forfeitedcancelled      372 –
outstanding at 31 july      260 140
the weighted average fair value of options granted during the year to 31 july 2011 was 890 pence 2010 547 pence the range of exercise prices 
for options and jointly owned ebt shares outstanding at the end of the year was 35 pence –10075 pence 2010 352 pence – 87 5 pence
for the share options outstanding as at 31 july 2011 the weighted average remaining contractual life is 64 years 2010 64 years
the weighted average share price at the date of exercise for those share options exercised in the year ended 31 july 2011 was 1009 pence 
2010 na
the following table lists the inputs to the models used for the years ended 31 july 2011 and 31 july 2010
 share options granted in year to 31 july
 performance linked grants nonperformance linked grants
the group and company    2011 2010 2011 2010
dividend yield    – – – –
expected volatility     44 40 44 40
riskfree interest rate     220 090 18–23 090
expected vesting life of options years average   12 years 3 years 3 years 3 years
weighted average exercise price pence    79p 49p 95p 86p
weighted average share price at date of grant pence   79p 69p 95p 86p
model used    binomial monte carlo binomial binomial
the expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur the expected 
volatility reflects the assumption that the historical volatility is indicative of future trends which may also not necessarily be the actual outcome
no other features of options granted were incorporated into the measurement of fair value
19 sharebased payments continued nanoco group plc
annual report and accounts 2011 52
20 merger reserve and capital redemption reserve
merger reserve
the group       £000
at 31 july 2009 31 july 2010 and 31 july 2011      1242
the merger reserve arises under section 612 of the companies act 2006 on the shares issued by nanoco tech limited to acquire nanoco 
technologies limited as part of a simple group reorganisation on 27 june 2007 
capital redemption reserve
the company       £000
at 31 july 2009 and 31 july 2010       4804
share options exercised at a discount to nominal value      210
at 31 july 2011       4594
the capital redemption reserve arises from the offmarket purchase of deferred shares on 4 may 2005 and their subsequent cancellation
21 movement in revenue reserve and treasury shares
       total 
     retained deficit treasury shares revenue reserve 
the group     £000 £000 £000
as at 31 july 2009     1940 565 2505
loss for the year     1083 – 1083
as at 31 july 2010     3023 565 3588
jointly owned shares granted to ebt     – 432 432
loss for the year     2492 – 2492
as at 31 july 2011     5515 997 6512
 granted during the year 479235 shares 2010 nil shares
retained deficit represents the cumulative loss attributable to the equity holders of the parent company
notes to the financial 
statements continued
for the year ending 31 july 2011 nanoco group plc
annual report and accounts 2011 53
review of the year financial statements
treasury shares include the value of nanoco group plc shares issued as jointly owned equity shares and held by the nanoco group sponsored 
employee benefit trust “ebt” jointly with a number of the group’s employees at 31 july 2011 4238486 shares in the company were held  
by the ebt 2010 3759251 in addition there are 12222 2010 12222 treasury shares not held by the ebt
       total 
     retained deficit treasury shares revenue reserve 
the company     £000 £000 £000
as at 31 december 2009     25743 – 25743
profit for the period     68 – 68
at 31 july 2010     25675 – 25675
recognition of treasury shares acquired on reverse acquisition note 18   – 20 20
jointly owned shares granted to ebt     – 432 432
treasury shares transferred from nanoco tech ltd    – 545 545
profit for the year     130 – 130
at 31 july 2011     25545 997 26542
 shares issued to ebt previously reported by nanoco tech limited
22 commitments
operating lease commitments
the group leases premises under noncancellable operating lease agreements the future aggregate minimum lease and service charge payments 
under noncancellable operating leases are as follows 
      31 july 2011 31 july 2010 
      group group 
      £000 £000
land and buildings 
not later than one year      192 157
after one year but not more than five years     420 494
after five years      67 267
      679 918
23 acquisition of subsidiary undertaking in 2009
on 30 april 2009 the company acquired 100 of the issued share capital of nanoco tech limited “nanoco tech” for consideration satisfied  
by the issue of 158138036 ordinary shares of 10 pence each the directly attributable costs of the transaction amounted to £455000
the transaction has been accounted for as a reverse acquisition equity transaction as if nanoco tech limited had issued new shares in exchange 
for evolutec group plc’s cash and other assets the substance of the transaction is that of a share issue fund raising under which nanoco tech 
received cash and bank balances of £5892000 representing 989  of the value of the net assets of evolutec group plc and the associated costs 
of the transaction have therefore been charged directly against equity share capital
the fair value of the shares issued has been determined from the perspective of nanoco tech the directors of nanoco tech negotiated the 
acquisition terms on the basis that nanoco tech had a total fair value worth of £37 5 million and that its shareholders would be diluted to 141   
in the enlarged group this gives an implied fair value of shares issued of £6154000 which is £195000 higher than the value of the net assets 
deemed acquired
the difference between the fair value of the transaction and the net assets acquired was recorded as a cost of reverse acquisition in the  
income statement
21 movement in revenue reserve and treasury shares continued nanoco group plc
annual report and accounts 2011 54
the fair value of the assets deemed to have been acquired has been assessed as the book value on the acquisition date
the results of evolutec group plc have been included in the consolidated financial statements from 30 april 2009 evolutec group plc and  
its subsidiary evolutec limited did not contribute any material revenues or profits losses since the date of acquisition if evolutec group plc  
had been a member of the group from 1 august 2008 it would have likewise not contributed any material revenues or profitslosses
evolutec group plc changed its name to nanoco group plc on completion of the acquisition on 30 april 2009 and was readmitted to aim  
on 1 may 2009
24 financial instruments
capital risk management
the company reviews its forecast capital requirements on a halfyearly basis to ensure that entities in the group will be able to continue as a going 
concern while maximising the return to stakeholders
the capital structure of the group consists of equity attributable to equity holders of the parent comprising issued share capital reserves and 
retained earnings as disclosed in notes 18 20 and 21 and in the group statement of changes in equity total equity was £20159000 at 31 july 
2011 £7 854000 at 31 july 2010
the company is not subject to externally imposed capital requirements
categorisation of financial instruments
    loans and financial liabilities 
    receivables at amortised cost group company 
financial assetsliabilities    £000 £000 £000 £000
31 july 2011
trade and other receivables    29 – 29 –
cash cash equivalents and deposits    17099 – 17099 6869
trade and other payables    – 922 922 –
financial liabilities    – 348 348 –
    17128 1270 15858 6869
31 july 2010
trade and other receivables    334 – 334 –
cash cash equivalents and deposits    5682 – 5682 516
trade and other payables    – 1271 1271 –
financial liabilities    – 411 411 –
    6016 1682 4334 516
 excluding deferred income
the main risks arising from the group’s financial instruments are credit risk and foreign currency risk the board of directors reviews and agrees 
policies for managing each of these risks which are summarised below
other loans note 17 are subject to interest at base rate plus 2 however as the group’s cash deposits which attract interest at floating rates  
are of a greater amount any increase in base rate and thus interest payable would be more than offset by higher interest income
23 acquisition of subsidiary undertaking in 2009 continued
notes to the financial 
statements continued
for the year ending 31 july 2011 nanoco group plc
annual report and accounts 2011 55
review of the year financial statements
credit risk
the group’s principal financial assets are cash cash equivalents and deposits the group seeks to limit the level of credit risk on the cash balances 
by only depositing surplus liquid funds with multiple counterparty banks that have investment grade credit ratings
the group trades only with recognised creditworthy third parties receivable balances are monitored on an ongoing basis with the result that the 
group’s exposure to bad debts is not significant the group’s maximum exposure is the carrying amount as disclosed in note 14 which was neither 
past due nor impaired
the maximum exposure to credit risk in relation to cash cash equivalents and deposits is the carrying value at the balance sheet date
foreign currency risk
the group has transactional as well as translational currency exposures such exposure arises from sales or purchases in currencies other than the 
functional currency
the company enters into forward currency contracts to fix the exchange rate on invoiced or confirmed foreign currency receipts the company 
does not take out forward contracts against uncertain or forecast revenues there were no open forward contracts as at 31 july 2011
the split of group assets between sterling and other currencies at the year end is analysed as follows 
 31 july 2011 31 july 2010
  gbp usd total gbp usd total 
the group  £000 £000 £000 £000 £000 £000
cash cash equivalents and deposits  17042 57 17099 4756 926 5682
trade receivables  – 29 29 – 334 334
trade payables  503 97 600 849 84 933
  16539 11 16528 3907 1176 5083
the following table demonstrates the sensitivity to a reasonably possible change in sterling against the us dollar exchange rate with all  
other variables held constant on the group’s profit before tax due to foreign exchange translation of monetary assets and liabilities and  
the group’s equity
      impact on impact on 
      profit before tax profit before tax 
      and group equity and group equity 
      2011 2010 
increasedecrease in sterling vs us dollar rate       £000 £000
10      1 107
5      1 56
5      1 61
10      1 130
24 financial instruments continued nanoco group plc
annual report and accounts 2011 56
interest rate risk
as the group has no significant borrowings the risk is limited to the reduction of interest received on cash surpluses held at bank which receive a 
floating rate of interest the principal impact to the group is the result of interestbearing cash and cash equivalent balances held as set out below 
 31 july 2011 31 july 2010
  fixed rate floating rate total fixed rate floating rate total 
the group  £000 £000 £000 £000 £000 £000
cash cash equivalents and deposits  16244 855 17099 4004 1678 5682
the company
cash cash equivalents and deposits  6519 350 6869 – 516 516
as the majority of cash and cash equivalents are held on fixed deposit the exposure to interest rate movements is immaterial
maturity profile
set out below is the maturity profile of the group’s financial liabilities at 31 july 2011 based on contractual undiscounted payments including 
contractual interest
    less than  greater than 
    1 year 1 to 5 years 5 years total 
2011    £000 £000 £000 £000
financial liabilities
trade and other payables    922 – – 922
other loans  including contractual interest   65 259 33 357
    987 259 33 1279
    less than  greater than 
    1 year 1 to 5 years 5 years total 
2010    £000 £000 £000 £000
financial liabilities
trade and other payables    1271 – – 1271
other loans  including contractual interest   78 288 100 466
    1349 288 100 1737
 excluding deferred revenue
the directors consider that the carrying amount of the financial liabilities approximate to their fair value
the group’s policies in respect of managing liquidity risk are set out in the financial review
as all financial assets are expected to mature within the next twelve months an aged analysis of financial assets has not been presented
24 financial instruments continued
notes to the financial 
statements continued
for the year ending 31 july 2011 nanoco group plc
annual report and accounts 2011 57
review of the year financial statements
25 related party transactions
the group 
there were no sales to purchases from or at the yearend balances with any related party
the company 
the following table summarises intercompany balances at the yearend between nanoco group plc and subsidiary entities 
      31 july 2011 31 july 2010 
     notes £000 £000
longterm loans owed to nanoco group plc by 
nanoco life sciences limited      20286 20286
nanoco technologies limited      390 237
nanoco tech limited      – 96
     12 20676 20619
less provision against debt owed by nanoco life sciences limited   12 20286 20286
      390 333
shortterm loan owed to nanoco group plc by 
nanoco technologies limited     14 13596 5175
longterm loan owed by nanoco group plc to
nanoco tech limited     16 449 –
 the movement in the loan due from nanoco technologies limited relates to the recharge in respect of the expense for sharebased payments for staff working for nanoco technologies 
limited and is included in investments
 the movement in the intercompany balances with nanoco tech limited relates to the transfer of treasury shares
 the movement in the shortterm loan due from nanoco technologies limited relates to transfers of cash balances between the entities for the purposes of investing shortterm funds
there are no formal terms of repayment in place for these loans and it has been confirmed by the directors that the longterm loans will not be 
recalled within the next twelve months
none of the loans is interest bearing
26 compensation of key management personnel including directors
      2011 2010 
      £000 £000
shortterm employee benefits      475 297
pension costs      40 –
sharebased payments      90 25
      605 322 nanoco group plc
annual report and accounts 2011 58
notice is hereby given that the seventh annual general meeting of nanoco group plc will be held at the core technology facility 46 grafton street 
manchester m1 3 9nt on 16 december 201 1 at 1000 am for the purpose of considering and if thought fit passing the following resolutions of which 
resolutions 1 to 8 will be proposed as ordinary resolutions and resolutions 9 to 11 will be proposed as special resolutions 
ordinary resolutions
1 that the company’s annual report and audited financial statements and the reports of the directors and auditors for the period ended  
31 july 2011 now laid before this meeting be and are hereby approved
2 that the directors’ remuneration report on pages 20 to 22 of the company’s annual report be and is hereby approved
3 that dr michael edelman who retires by rotation be and is hereby reelected as a director of the company
4 that gordon hall who retires by rotation be and is hereby reelected as a director of the company
5 that ernst  young llp be and are hereby reappointed as auditors of the company to hold office until the conclusion of the next general 
meeting at which accounts are laid before the company
6 that the board of directors be and is hereby authorised to agree the remuneration of the auditors
7 that in accordance with section 551 of the companies act 2006 the “2006 act” 
7 1  the directors be and they are hereby generally and unconditionally authorised to exercise all the powers of the company to allot equity 
securities as defined in section 560 of the 2006 act up to an aggregate nominal value of £6861947 approximately onethird of the 
company’s issued share capital at the date of this notice and
7 2  in addition to the authority granted pursuant to subparagraph 7 1 the directors be and they are hereby generally and unconditionally 
authorised to exercise all the powers of the company to allot equity securities up to an aggregate nominal value of £6861947 approximately 
onethird of the company’s issued share capital at the date of this notice in connection with a rights issue offered to holders of equity 
securities and other persons who are entitled to participate in proportion as nearly as may be to their then holdings of equity securities  
or as appropriate the numbers of such securities which such other persons are for those purposes deemed to hold subject only to such 
exclusions or other arrangements as the directors may feel necessary or expedient to deal with fractional entitlements or legal or practical 
problems under the laws of or the requirements of any recognised regulatory body of or any stock exchange in any territory
   provided that both such authorities shall unless previously revoked varied or renewed expire on the earlier of the date of the next annual 
general meeting of the company and 16 march 2013 save that in respect of either authority the company may before such expiry make an 
offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities 
in pursuance of such an offer or agreement as if the authority conferred hereby had not expired
  these authorities are in substitution for any and all authorities previously conferred upon the directors for the purposes of section 551 of the 
2006 act without prejudice to any allotments made pursuant to the terms of such authorities
8 that conditionally upon the passing of resolution 1 1 below and with effect from the time the amendment to the articles of association of the 
company pursuant to such resolution takes effect an amount up to £662000 being part of the amount presently standing to the credit of the 
capital redemption reserve of the company be capitalised and accordingly that such sum be released and applied in paying up in full those 
ordinary shares in the company allotted and to be allotted pursuant to exercise of those options granted under the terms of the nanoco t ech share 
incentive plan the “plan” which options were granted in consideration of the release of previous options granted under the plan over shares in 
nanoco tech limited and whose exercise price would otherwise be less than the nominal value of the relevant ordinary shares in the company
special resolutions
9 that conditionally upon the passing of resolution 7 above in accordance with section 570 of the 2006 act the directors be and they are 
hereby given power to allot equity securities as defined in section 560 of the 2006 act pursuant to the authority conferred by resolution  
7 above and to sell treasury shares as if section 561 of the 2006 act did not apply to such allotment or sale provided that this power shall  
be limited to 
notice of annual  
general meeting nanoco group plc
annual report and accounts 2011 59
review of the year other information
91  the allotment or sale of equity securities for cash in connection with or pursuant to an offer to the holders of equity securities and other 
persons entitled to participate in proportion as nearly as may be to their then holdings of equity securities or as appropriate the 
numbers of such securities which such other persons are for those purposes deemed to hold subject only to such exclusions or other 
arrangements as the directors may feel necessary or expedient to deal with fractional entitlements or legal or practical problems under 
the laws of or the requirements of any recognised regulatory body of or any stock exchange in any territory and
92  the allotment or sale of equity securities otherwise than pursuant to subparagraph 91 for cash up to a maximum nominal value of 
£2058584 approximately 10 of the company’s issued share capital at the date of this notice
  provided that the power granted by this resolution shall unless previously revoked varied or renewed expire on the earlier of the date of the 
next annual general meeting and 16 march 2013 save that the company may before such expiry make an offer or agreement which would  
or might require equity securities to be allotted or sold after such expiry and the directors may allot or sell equity securities in pursuance  
of such an offer or agreement as if the power conferred hereby had not expired
10 that the company be and is hereby generally authorised pursuant to section 701 of the 2006 act to make market purchases as defined  
in section 6934 of the 2006 act of its ordinary shares provided that 
101  the company does not purchase more than 30858177 ordinary shares approximately 1499  of the company’s issued share capital  
at the date of this notice
102 the company does not pay for any such ordinary share less than its nominal value at the time of purchase and
103  the company does not pay for any such ordinary share more than 5  above the average of the closing midmarket price for ordinary 
shares for the five business days immediately preceding the date on which the company agrees to buy the shares concerned based  
on the share prices published in the daily official list of the london stock exchange or the aim supplement thereto
  the authority conferred by this resolution shall unless previously revoked varied or renewed expire on the earlier of the date of the next 
annual general meeting of the company and 16 march 2013 save that the company may before such expiry make a contract to purchase 
ordinary shares which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of ordinary shares 
in pursuance of any such contract as if such authority had not expired
11 that the articles of association of the company be and are hereby amended 
111  by inserting the following additional wording at the start of article 11912  
“apply up to £662000 in aggregate of the sum resolved to be capitalised and standing to the credit of the capital redemption reserve  
of the company in paying up in full those ordinary shares in the company allotted and to be allotted pursuant to exercise of those options 
granted under the terms of the nanoco tech share incentive plan the “plan” which options were granted in consideration of the release 
of previous options granted under the plan over shares in nanoco tech limited and whose exercise price would otherwise be less than the 
nominal value of the relevant ordinary shares in the company and subject only thereto”
112  forthwith upon the application in full of the said sum of £662000 by deleting the wording so inserted
by order of the board
m sullivan
secretary
registered office 
46 grafton street
manchester
m13 9nt
21 october 2011 nanoco group plc
annual report and accounts 2011 60
notes to the notice of annual general meeting 
1 as a member of the company you are entitled to appoint a proxy or proxies of your own choice to exercise all or any of your rights to attend 
speak and vote on your behalf at the meeting and you should have received a proxy form you can only appoint a proxy using the procedures 
set out in these notes and the notes to the proxy form
2 a proxy does not need to be a member of the company but must attend the meeting to represent you details of how to appoint the 
chairman of the meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form
3 you may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares you may not appoint 
more than one proxy to exercise rights attached to any one share to appoint more than one proxy you may photocopy the proxy form  
please indicate the proxy holder’s name and the number of shares in relation to which they are authorised to act as your proxy please also 
indicate if the proxy instruction is one of multiple instructions being given all forms must be signed and should be returned together in the 
same envelope
4 if you do not give your proxy an indication of how to vote on any resolution your proxy will vote or abstain from voting at his or her discretion 
your proxy will vote or abstain from voting as he or she thinks fit in relation to any other matter which is put before the meeting
5 pursuant to regulation 41 of the uncertificated securities regulations 2001 the company has specified that only those shareholders registered 
on the register of members of the company at 600 pm on 14 december 2011 or if the meeting is adjourned on the register of members  
at 600 pm on the day two days before the date fixed for the adjourned meeting as the case may be shall be entitled to attend and vote  
at the meeting in respect of the number of ordinary shares in the company registered in their name at the relevant time changes to entries  
on the register of members after 600 pm on 14 december 2011 or if the meeting is adjourned on the register of members after 600 pm  
on the day two days before the date fixed for the adjourned meeting will be disregarded in determining the right of any person to attend and 
vote at the meeting
appointment of proxy using hard copy proxy form
6 the notes to the proxy form explain how to direct your proxy on how to vote on each resolution or withhold their vote to appoint a proxy using 
the proxy form the form must be 
– completed and signed
– sent or delivered to the company’s registrars capita registrars pxs 34 beckenham road beckenham br3 4tu and
– received by no later than 1000 am on 14 december 2011
  in the case of a member which is a company the proxy form must be executed under its common seal or signed on its behalf by an officer  
of the company or an attorney for the company any power of attorney or any other authority under which the proxy form is signed or a duly 
certified copy of such power of authority must be included with the proxy form
changing your proxy instructions
7 to change your proxy instructions simply submit a new proxy appointment using the methods set out above note that the cutoff time for 
receipt of proxy appointments see above also applies in relation to amended instructions any amended proxy appointment received after 
the relevant cutoff time will be disregarded
  where you have appointed a proxy using the hardcopy proxy form and would like to change the instructions using another hardcopy proxy 
form please contact the company’s registrars capita registrars pxs 34 beckenham road beckenham br3 4tu
  if you submit more than one valid proxy appointment the appointment received last before the latest time for the receipt of proxies will  
take precedence
notice of annual 
general meeting 
continued nanoco group plc
annual report and accounts 2011 61
review of the year other information
termination of proxy appointments
8 in order to revoke a proxy instruction you will need to inform the company by sending a signed hard copy notice clearly stating your intention 
to revoke your proxy appointment to the company’s registrars capita registrars pxs 34 beckenham road beckenham br3 4tu in the case 
of a member which is a company the revocation notice must be executed under its common seal or signed on its behalf by an officer of the 
company or an attorney for the company any power of attorney or any other authority under which the revocation notice is signed or a duly 
certified copy of such power of authority must be included with the revocation notice
9 the revocation notice must be received no later than 24 hours before the time and date scheduled for the meeting
10 appointment of a proxy does not preclude you from attending the meeting and voting in person if you have appointed a proxy and attend 
the meeting in person your proxy appointment will automatically be terminated
appointment of proxy using crest electronic proxy appointment service
11 crest members who wish to appoint a proxy or proxies through the crest electronic proxy appointment service may do so for the annual 
general meeting and any adjournments thereof by using the procedures described in the crest manual crest personal members or other 
crest sponsored members and those crest members who have appointed a voting service provider should refer to their crest sponsor  
or voting service provider who will be able to take the appropriate action on their behalf
12 in order for a proxy appointment or instruction made using the crest service to be valid the appropriate crest message a “crest proxy 
instruction” must be properly authenticated in accordance with euroclear’s specifications and must contain the information required for such 
instructions as described in the crest manual the message regardless of whether it relates to the appointment of a proxy the revocation of 
a proxy appointment or an amendment to the instruction given to a previously appointed proxy must in order to be valid be transmitted so as 
to be received by the issuer’s agent id ra10 by the latest times for receipt of proxy appointments specified in this notice of meeting for this 
purpose the time of receipt will be taken to be the time as determined by the timestamp applied to the message by the crest applications 
host from which the issuer’s agent is able to retrieve the message by enquiry to crest in the manner prescribed by crest after this time  
any change of instructions to a proxy appointed through crest should be communicated to the appointee by other means
13 crest members and where applicable their crest sponsors or voting service providers should note that euroclear does not make available 
special procedures in crest for any particular messages normal system timings and limitations will therefore apply in relation to the input  
of crest proxy instructions it is the responsibility of the crest member concerned to take or if the crest member is a crest personal 
member or sponsored member or has appointed a voting service provider to procure that his crest sponsor or voting service provider takes 
such action as shall be necessary to ensure that a message is transmitted by means of the crest system by any particular time in this 
connection crest members and where applicable their crest sponsors or voting service providers are referred in particular to those sections 
of the crest manual concerning practical limitations of the crest system and timings
14 the company may treat as invalid a crest proxy instruction in the circumstances set out in regulation 355a of the uncertificated 
securities regulations 2001
communications
15 except as provided above members who have general queries about the annual general meeting should contact ruth hailwood 0161 603 
7900 46 grafton street manchester m13 9nt no other methods of communication will be accepted
documents available for inspection
16 there are available for inspection at the registered office of the company during usual business hours on any week day saturdays sundays 
and public holidays excepted and there will be available for inspection at the place of the annual general meeting from at least fifteen 
minutes prior to and until the conclusion of the annual general meeting 
– copies of the service contracts of executive directors of the company and
– copies of the letters of appointment of the nonexecutive directors of the company nanoco group plc
annual report and accounts 2011 62
explanatory notes  
of annual general 
meeting
this explanatory note gives further information in relation to the resolutions listed in the enclosed notice of the company’s annual general meeting
resolution 1 – receipt of accounts
the directors must lay the company’s accounts the directors’ report and the auditors’ report before the shareholders at a general meeting  
this is a legal requirement after the directors have approved the accounts and the directors’ report and the auditors have prepared their report
resolution 2 – directors’ remuneration report
this resolution approves the directors’ remuneration report for the period ended 31 july 2011 the full text of the report is contained on pages 20 
to 22 of the company’s annual report and sets out the company’s policy towards and gives details of directors’ remuneration and other relevant 
information
resolutions 3 and 4 – reelection of directors
although the company is not bound to adhere to the uk corporate governance code published by the financial reporting council in june 2010 
formerly the combined code 2008 “the code” the directors recognise the importance of sound corporate governance and intend to ensure that 
the company continues to comply with such principles of the code as are appropriate to the size nature and stage of development of the company
therefore in accordance with the code and the provisions of the company’s articles of association all directors of the company who have  
been appointed since the company’s last annual general meeting and all other directors on a regular basis as set out in the company’s articles  
of association seek election or reelection as the case may be by the shareholders
resolution 3 and 4 – reelection of dr michael edelman and gordon hall
each of dr michael edelman and gordon hall retiring by rotation offers himself for reelection in accordance with the company’s articles  
of association details of their respective cv’s are on page 16 and 17 of the company’s annual report
resolution 5 – reelection of ernst  young llp as auditors
the board of directors on the recommendation of its audit committee recommends the reelection of ernst  young llp as auditors to hold 
office until the next general meeting at which accounts are laid
resolution 6 – remuneration of the auditors
this resolution authorises the board of directors to agree the remuneration of the auditors
resolution 7 – authority to allot shares
the purpose of resolution 7 is to renew the directors’ power to allot shares section 551 of the companies act 2006 provides that the board  
of directors may not allot new shares other than for employee share schemes without shareholder authority
accordingly resolution 7 will be proposed as an ordinary resolution to authorise the directors pursuant to section 551 of the companies  
act 2006 i to allot ordinary shares of 10 pence each in the capital of the company up to a maximum nominal amount of £6861947  being 
approximately onethird of the nominal value of the ordinary shares in issue on 21 october 2011 and ii in addition to the authority described 
above to allot ordinary shares of 10 pence each in the capital of the company up to a maximum nominal amount of £6861947 pursuant to  
a rights issue in respect of which all shareholders are entitled to participate as nearly as possible in proportion to their holding of shares in the 
company at the time
this authority unless previously revoked varied or renewed will expire on the earlier of the date of the next annual general meeting of the 
company and 15 months after the date of the passing of the resolution the directors will exercise the authority to allot only when satisfied  
that it is in the interests of the company to do so they have no present intention of exercising the authority except in connection with the issue  
of shares under the company’s share option and longterm incentive plans nanoco group plc
annual report and accounts 2011 63
review of the year other information
resolution 8 – capitalisation of capital redemption reserve
resolution 8 relates to the share acquisition by the company which took effect on 1 may 2009 of the entire issued share capital of nanoco tech 
limited then nanoco tech plc effected by means of a court approved scheme of arrangement pursuant to part 26 of the companies act 2006 
referred to as the “reverse” as part of the reverse holders of options over ordinary shares in nanoco tech limited under the nanoco tech share 
incentive plan were invited to release such options in consideration of the grant of equivalent new options over ordinary shares in the company 
which new options would remain subject to the rules of the said plan
under the terms put to optionholders to reflect the terms of the reverse they were each granted an option over such number of ordinary shares  
in the company as represented the number of ordinary shares in nanoco tech limited represented by their existing option multiplied by 455  
as nearly as possible without involving fractions the exercise price being divided by the same amount meaning that the overall value of each 
option package remained the same the terms of the new options were approved by the hmrc shares and assets valuation for the purposes  
of the continued qualification of the options under the enterprise management incentive regime
it was subsequently established that the resulting exercise price of certain of the resulting new options was less than the nominal value of the relevant 
ordinary shares in the company and without further provision it would be unlawful for the company to allot ordinary shares in the company at 
such exercise price the total aggregate discount of exercise price of all relevant options to the aggregate nominal value of the relevant ordinary 
shares is £662000 the directors consider the valid grant of the new options to be a binding obligation on the company
the purpose of resolution 8 is to allow an amount up to £662000 standing to the credit of the company’s capital redemption reserve to be 
capitalised and applied in paying up in full the balance of the nominal value of the ordinary shares in the company allotted and to be allotted 
pursuant to exercise of the relevant options the funds standing to the credit of the capital redemption reserve are not available for distribution  
to shareholders
resolution 9 – disapplication of preemption rights
section 561 of the companies act 2006 confers on shareholders rights of preemption in respect of the allotment of “equity securities” which are or 
are to be paid up in cash otherwise than by way of allotment to employees under an employees’ share scheme the provisions of section 561 apply 
to the ordinary shares of 10 pence each of the company to the extent that they are not disapplied pursuant to section 570 of the companies act 
2006 this provision also covers the sale of treasury shares should the company elect to hold any for cash
it is proposed that the disapplication of these statutory preemption rights be approved as a special resolution to give the directors power to  
allot shares without the application of these statutory preemption rights first in relation to rights issues and secondly in relation to the issue  
of ordinary shares of 10 pence each in the capital of the company for cash up to a maximum aggregate nominal amount of £2058584 
representing approximately 10 of the nominal value of the ordinary shares in issue on 21 october 2011
this authority unless previously revoked varied or renewed will expire on the earlier of the date of the next annual general meeting of the 
company and 15 months after the date of the passing of the resolution
the directors have no present intention of exercising the authority they are seeking the authority which is in accordance with current voting 
guidelines for aim companies issued by the national association of pension funds so as to be able to raise funds at short notice where 
appropriate from the issue of new share capital for the purpose of taking advantage of investment opportunities that may arise
resolution 10 – purchase by the company of its own shares
the purpose of resolution 10 is to obtain the authority for the company to purchase its ordinary shares under the companies act 2006 such  
an authority must first be sanctioned by an ordinary resolution of the company in general meeting but current institutional shareholder voting 
guidelines require that any such authority should be sanctioned by special resolution
accordingly resolution 10 will be proposed as a special resolution to authorise the company to purchase a maximum of 30858177 ordinary shares 
equal to approximately 1499 of the company’s present issued ordinary share capital on aim at a price per share of not less than 10 pence and 
not more than 5  above the average of the middle market quotations for ordinary shares of the company for the five business days immediately 
preceding the day of purchase in order to maximise the benefit to be derived by the company it would be the directors’ intention that any 
purchases should be made at as low a price within the limits specified in resolution 10 as they considered reasonably obtainable nanoco group plc
annual report and accounts 2011 64
this authority unless previously revoked varied or renewed will expire on the earlier of the date of the next annual general meeting of the 
company and 15 months after the date of the passing of the resolution
pursuant to the companies act 2006 the company can hold the shares which have been repurchased as treasury shares and either resell them  
for cash cancel them either immediately or at a point in the future or use them for the purposes of its employee share schemes the directors 
believe that it is desirable for the company to have this choice and therefore currently envisage holding any shares purchased under this authority 
as treasury shares holding the repurchased shares as treasury shares will give the company the ability to resell or transfer them in the future and  
so provide the company with additional flexibility in the management of its capital base no dividends will be paid on and no voting rights will be 
exercised in respect of treasury shares
shares will only be repurchased if the directors consider such purchases to be in the best interests of shareholders generally and that they can  
be expected to result in an increase in earnings per share the authority will only be used after careful consideration taking into account market 
conditions prevailing at the time other investment opportunities and the overall financial position of the company shares held as treasury shares 
will not automatically be cancelled and will not be taken into account in future calculations of earnings per share unless they are subsequently 
resold or transferred out of treasury
if any shares repurchased by the company are held in treasury and used for the purposes of its employee share schemes so long as required under 
the guidelines of the association of british insurers investment committee the company will count those shares towards the limits on the number 
of new shares which may be issued under such schemes
purchases will not be made to the extent that they may affect the eligibility of the company for continued listing on aim and it is not the board  
of directors’ current intention that the company should stand in the market for any particular period or until any specified number of shares has 
been acquired
the purchase of shares by the company pursuant to these proposals will be a market purchase and thus made through aim this means that any 
shareholder selling shares even if those shares are subsequently acquired by the company will not be subject to different tax considerations from 
those normally applying to a sale of shares in the market provided that the purchase by the company is made exclusively through a market maker 
acting as principal in that event for shareholders who held their shares as an investment the sale proceeds will normally be treated as capital  
and the normal capital gains tax rules will apply to those sale shares there will normally be no liability to tax on income unless the shareholder’s 
disposal is by way of trade
resolution 11 – amendment to articles of association
resolution 11 makes an amendment to the articles of association of the company to allow capitalisation of the capital redemption reserve  
as referred to in resolution 8 above
explanatory notes  
of annual general 
meeting continued directors
dr peter rowley   
nonexecutive chairman
dr michael edelman  
chief executive officer
dr nigel pickett   
chief technology officer
mr colin white   
chief financial officer
mr michael bretherton  
nonexecutive director
mr gordon hall   
nonexecutive director
st gabrielle llp   
nonexecutive director  
represented by mr anthony clinch
secretary
mr m sullivan
nominated advisor and joint broker 
canaccord genuity
7th floor
80 victoria street
london sw1e 5jl
corporate broker
bank of america merrill lynch
2 king edward street
london ec1a jhq
auditor
ernst  young llp
100 barbirolli square
manchester m2 3ey 
legal adviser
schofield sweeney
76 wellington street
leeds ls1 2ay
investor relations and financial pr
buchanan communication
107 cheapside
london ec2v 6dn
registered office
46 grafton street
manchester m13 9nt
website 
wwwnanocotechnologiescom
registrars
the company’s share register is 
maintained on our behalf by capita 
registrars capita are responsible for 
updating the register including changes 
to shareholders’ addresses purchases 
and sales of the company’s shares  
if you have any questions about your 
shareholding or need to notify any 
changes to your personal details please 
contact them
 
capita registrars
the registry
34 beckenham road
beckenham
kent
br3 4tu
 
telephone 0871 664 0300  
calls cost 10 pence per minute  
plus network extras
from outside the uk  
44 0 20 8639 3399
lines are open monday – friday  
830am – 530pm
facsimile 44 0 20 8639 2220
email ssdcapitaregistrarscom
investor information
nanoco group plc designs  
develops and manufactures  
quantum dots solar inks  
and other nanomaterials  
in commercial quantities  
for major enduse markets
followon product development agreement worth 
800000 signed with major japanese lcd tv 
manufacturer for cadmiumfree quantum dots  
cfqd™ for led backlighting
phase 1 of t okyo electron solar cell programme 
completed and phase 2 development agreement signed
joint development agreement signed with world leading 
lighting company to produce high quality cfqd™ led 
general lighting system
runcorn quantum dot production facility designed  
built and commissioned on time and on budget
 
1kg cfqd™ produced at runcorn and shipped to 
japanese led customer triggering 2 million payment
cash cash equivalents and deposits of £1710 million  
at 31 july 2011 31 july 2010 £568 million
highlights for the year investing  
in growth
annual report and accounts 2011
wwwnanocotechnologiescom
nanoco group plc  annual report and accounts 2011


Summary:
 14
q how did you get interested in quantum dots
a in the mid90s i was working at st andrews university studying 
semiconductor thin films the material used in chips in today’s 
electronic equipment specifically i was looking at how to eliminate  
an unwanted fine powder that formed on top of the thin film 
semiconductors during their manufacture i found that the addition  
of amine changed the amount and colour of the powder ranging  
from black to yellow depending on the concentration of amine used 
the powder was made up of quantum dots and i’ve been fascinated 
by them ever since
q what was the start of nanoco’s technology
a it was clear that one of the major hurdles to the commercialisation 
of quantum dots was to be able to produce them in large quantities  
i could see the commercial potential so i worked on solving this 
problem in the evenings and at weekends at the time i was working  
for professor paul o’brien at manchester university making starting 
materials used to grow semiconductor thin films
q when did you first seek patent protection
a as soon as the first experiments were successful in 2004 
q what was the breakthrough that you made
a the breakthrough was discovering a scalable process so that 
quantum dots could be produced in large quantities and to tailor the 
process so that the quantum dots are free of cadmium or other heavy 
metals this is very important for their adoption in consumer products
q why is making commercial quantities  
of quantum dots so difficult
a to be commercially viable quantum dots have to be of high  
purity with a narrow size distribution which is demanding as quantum 
dots are very small only 510 nanometers in diameter they also need 
an organic surface coating so that they can be combined into glass 
resins or polymers for use in finished products the process must also  
be scalable we believe that nanoco’s technology is the only method  
that meets all of these criteria
in conversation
with the chief t echnology
officer nigel pickett
nanoco group plc
annual report and accounts 2011 15
review of the year
q what do you see as the most exciting 
commercial possibilities for nanoco technology
a there are many potential possibilities as the quantum dots can  
be used in many existing products but would make the product more 
efficient nearest to commercialisation is our work on replacing the 
current phosphor material used in leds for the backlighting of lcd 
displays the current technology is weak in red wavelengths so by using 
our technology a much improved picture quality can be achieved we 
are also active in the area of general lighting because we can control 
the size of quantum dots very accurately we can create leds that give 
“warm” light with a high colour rendering index suitable for home and 
office environments we’re close to the commercialisation of these 
products as well
q looking into the future how could the technology 
be used
a the technology could be used anywhere that a luminescent dye  
is currently employed such as in many biological and biomedical 
applications our main focus currently is commercialising led lighting 
and solar power but the theoretical possibilities are very exciting in the 
future our quantum dots could be used as pixels to create ultrathin 
printable qdoled tv screens with the possibility that these could 
either be sprayed on walls or printed on flexible materials so the screen 
could be rolled up
q scientists have been looking for a way to mass 
produce quantum dots for many years how did you 
solve the problem
a before nanoco the main method was using traditional chemistry 
typically starting materials were rapidly injected into a reaction flask  
to achieve nucleation and growth of quantum dots this method dual 
injection works well for smallscale synthesis however increasing the 
reaction size and trying to rapidly inject a large volume of hot solution 
into another results in a temperature differential this produces a range 
of quantum dot sizes which is undesirable 
the way i solved the scaleup problem was by removing the need for 
the dual injection step instead i used preformed “molecular clusters” 
as a seed from which larger quantities of crystalline quantum dots 
could be produced moreover because suitable nucleation sites are 
already provided by the molecular clusters a high temperature 
nucleation step is not necessary this methodology is scalable and  
is what we call nanoco’s “molecular seeding” process
q what is the patent position currently
a because of the uniqueness of nanoco’s “molecular seeding”  
process we have a very strong ip position we are continually expanding 
our ip as we further develop our technology 
q how many scientists work at nanoco
a we now have about 50 scientists spread over our two sites  
in manchester and in runcorn
q what are those scientists working on currently
a we have a number of scientists working on improvements to  
our quantum dots and expanding the range of quantum dots and  
other nanoparticles we can produce to make the quantum dots 
commercially useful they need to be incorporated into some kind  
of ink resin or polymer matrix depending of the specific application 
therefore we have a group of scientists dedicated to modifying the 
organic surface of the quantum dots to make them compatible  
with many of these materials they also work on making inks and  
resins specifically for the quantum dots this work is done in close 
collaboration with our partners and customers
a careful balance is required to allow  
us to develop quickly and effectively  
to meet market demand whilst at the  
same time minimising technical risks  
and managing costs
nanoco group plc
annual report and accounts 2011
review of the year