b  
sdi group plc  
 annual report and accounts 2007
indexsdicoverar07indd   3 08042008   165918 b
  sdi group plc is a leading specialist in the 
provision of integra ted materials handling 
solutions for interna tional ret ail wholesale 
fulfilment and ecommerce distribution 
opera tions 
b
  the group’s collective experience and expertise 
encompasses the entire spectrum of distribution 
centre opera tion and infrastructure from 
consul tation design and build to inst alla tion 
main tenan ce an d suppor t  as a glo bal systems 
integra tor the group designs solutions which 
improve pro du ctiv ity an d re tail sale s mar gin 
w hile suppor tin g sale s grow th 
b  sdi group has opera tions in the uk us france 
ger many  i taly  spa in the n etherlan ds an d chile 
en sur in g that cu sto mer s can bene fit fro m the 
stren gth an d exper tise o f the group w hil st 
bene fitin g fro m lo cal mar ket knowle dge 
and support  sdi is committed to continuing 
to inve st fur ther w ithin these lo cal mar kets 
to grow its business
 ifc corporate statement 
 01 operational highlights
  financial highlights
 02 at a glance
 03 trading and projects
 04 chairman’s statement
 06 chief executive’s review
 08 board of directors and advisors
 09 company information
 10 directors’ report 
 13 corporate governance 
 15 report of the remuneration committee
 17 independent auditors’ report
 18 consolidated income statement
  consolidated statement of recognised income and expense
 19 consolidated balance sheet
 20 consolidated cash flow statement
 21 notes to the consolidated financial information
 52 company balance sheet
 53 notes to the company financial information
 58 independent auditors’ report
 59 notice of annual general meeting
indexsdicoverar07indd   4 08042008   165918 sdi group plc
annual report and accounts 2007 01
b  successful restructuring 
and aim flotation
b  new group structure producing 
synergies and global  
growth opportunities
b  secured orders for 2008 
of 43 of forecast revenue
b  further potential pipeline of £120m 
over the next 18 months
b  early successes in new  
countries and in new markets
b  international ex pansion on sch edule 
operational highlights
financial highlights
£413m
revenue 2006 £281 m 
proforma revenue £575m 
2006 £527m
09p
per share final dividend
£101m
cash and cash  
equiv alents 2006 £60m
£42m
profit before ta x £17 m 2006 
proforma profit before ta x 
£77m 2006 £46m
see the chairman’s statement ‘financial and key performance indicators’ in regards to the composition of the figures
1sdifrontar07indd   1 08042008   170037 sdi group is underpinned by over 30 years’ experience operating 
within the retail sector and is aware of the challenges facing customers 
such as increased competition margin reduction consolidation and 
new channels to market its solutions are designed to be future proof 
and to help retailers create competitive edge through innovation and 
increased efficiency the group is now successfully applying this 
wealth of knowledge to new sectors and working closely with leading 
players in the wholesale fulfilment and ecommerce arenas
sdi group works closely in partnership with each client providing 
a bespoke solution that brings financial value and operational 
efficiencies over the years the company’s impressive growth and 
unrivalled levels of repeat business – over 50 – is testament 
to the success of this approach
as sdi group offers both consultancy and systems integration 
clients can benefit from a total logistics solution package which 
includes materials handling consulting as well as design 
engineering fabrication installation and integration services
the group manufactures some specialised pieces of hardware 
and provides training on operating the systems and also has its 
own teams which programme and maintain the software to run 
the systems this is important in that it helps lockin the customer 
in terms of future developments and maintenance revenues 
the solutions are sometimes installed in completely new buildings 
or alternatively projects can be automated improvements to existing 
operations designed to reduce distribution costs and support the 
customers’ expectations of future growth these solutions are 
essential for high street retailers to be able to maintain margins 
through reduction of distribution costs at a time when retail globally has 
been experiencing immense competition on both value and choice
sdi consistently delivers its projects on time and on budget and 
takes responsibility for the success of every aspect of work that 
is undertaken this means that clients can be rest assured that their 
return on investment is safe 
b sdi group experience b integrated solutions
at a glance
b our customers 
 …primark pbl whsmith commercial eccsa asd a george dhl nd logistics  
 jc penny ms mode levis jd williams bertrams toll ge capital stage stores  
 armand thierry moss bros b orders shoe carniv al reitmans  
 tommy hilfiger orsa y…
sdi group plc
annual report and accounts 2007 02
1sdifrontar07indd   2 08042008   170037 sdi group plc
annual report and accounts 2007 03
b consulting and design 
b global opportunities
the group’s software development resource 
is strongly represented by three dedicated 
development centres located in the usa the 
uk and in germany sdi is continually upgrading 
and enhancing its systems technology to improve 
both its product portfolio and service offering 
to customers robust software packages have 
been designed to run sortation warehouse 
control diagnostics and maintenance systems 
to the most exacting standards – irrespective 
of whether they are standalone or if they have 
been interfaced with customers’ own host systems 
sdi ensures that its software allows customers 
to get the most from their warehouse or distribution 
centre and operates a ‘best in class’ approach 
ensuring that the most appropriate software 
is supplied sortation storage and distribution 
are all managed in order to balance the efficient 
use of resources against the optimisation 
of available storage complete stock and user 
traceability is provided through the systematic 
auditing of all events either user initiated 
or automatically performed
sdi’s consulting and design teams have 
considerable experience in a range of different 
disciplines including retail operations architecture 
industrial mechanical and electrical engineering 
software engineering and marketing its unique 
consultancy approach consistently delivers 
innovative solutions that bring about real 
business benefits such as optimised workforce 
increased operational efficiency performance 
visibility and control
sdi has longstanding relationships with many 
global retailers by developing its own international 
presence it has been able to leverage these 
relationships as its customers expand offshore 
as retail continues to move into the eastern bloc 
and asia sdi has the opportunity to further 
develop its global coverage and move into new 
markets this model is well proven in france 
spain and italy where customers have been able 
to use sdi’s experience to gain a competitive 
advantage in their local markets
b sof tw are integration
trading and projects
b
b
b
b
b
b
b b
b
b
b
b
b
b
b
b
b
b
b
b
b
b trading operations
b projects
sdi‘s systems development teams will integrate 
and tailor the packages to individual operational 
and business requirements
1sdifrontar07indd   3 08042008   170037 04
sdi group plc
annual report and accounts 2007
“
…a transf ormation y ear f or th e 
group which is toda y recognised 
as a leading international 
specialist in th e design b uild and 
support of bespoke integrated 
materials h andling solutions f or 
international retail f ulf ilment  
and ecommerce distribution
chairman’s statement
i am delighted to present sdi group plc’s inaugural set of preliminary 
results since the group’s admission to aim on 2 july 2007 
the results which are ahead of market expectations despite 
a weak dollar for much of the period cover the twelve months 
ended 30 november 2007 this was a transformation year for 
the group which is today recognised as a leading international 
specialist in the design build and support of bespoke integrated 
materials handling solutions for international retail fulfilment and 
ecommerce distribution
the admission and in particular the restructuring of the group 
into a single entity and brand is already delivering tangible 
positive results with offices now collaborating on larger projects 
the admission process was lengthy and timeconsuming for senior 
management and it is a testimony to the quality of the team that 
organic growth was delivered in the period under review 
financials and key performance indicators
the consolidation of group companies complicates this year’s 
financial results the consolidation of the group companies 
took place on 2 july 2007 through a reverse acquisition by 
sdi industries inc a privately held us based company of the 
sdi group which contained the remaining group companies 
consequently the figures for the year ended 30 november 2007 are 
for sdi industries inc and subsidiaries up to 2 july 2007 and for 
the group as a whole from then onwards the comparative figures 
for the year ended 30 november 2006 are for sdi industries inc 
and subsidiaries only
therefore in order to give a clearer indication of the group’s 
progress over the last year we are providing unaudited proforma 
comparison figures note 30 for 2007 with comparative unaudited 
proforma results for 2006 these proforma figures are prepared 
on a consistent basis to the analyst research note published by 
cenkos securities on 28 may 2007 prior to admission 
reported revenue for the year ended 30 november 2007 increased 
47 to £413m 2006 £281m proforma group revenue increased 
by 9 to £575m from £527m the increase in proforma revenue 
was wholly organic gross profit margins increased to 255 
2006 166 proforma 2007 295 and proforma 2006 259 
administration expenses excluding exceptional items increased 
to £56m 2006 £30m proforma 2007 £95m and proforma 
2006 £94m as a result of the increased costs associated with 
being a listed company
operating profit increased 192 to £38m 2006 £13m 
operating profit before amortisation of intangibles arising on the 
business combinations and ipo costs charged to expenses 
of £11m increased 279 to £49m 2006 £13m proforma 
operating profit increased to £75m proforma 2006 £43m 
1sdifrontar07indd   4 08042008   170039 sdi group plc
annual report and accounts 2007 05
profit before tax after amortisation of intangibles arising on the 
business combinations and ipo costs charged to expense 
increased 147 to £42m from £17m in 2006 proforma profit 
before tax increased 67 to £77m from £46m in 2006
the cash position and balance sheet remains strong with the 
group’s cash and cash equivalents increasing to £101m from 
£60m at 30 november 2006
dividend
on the basis of the performance this year and reflecting our 
confidence in the future the board is recommending a final dividend 
of 09p per share which if approved at the annual general meeting 
will be in line with market expectations the final dividend will be paid 
on 9 june 2008 to shareholders registered at 9 may 2008
strategy the group has continued to win contracts in existing markets with 
high profile customers across the world such as asda george 
in the uk ms mode in the netherlands and stage stores 
in the us the year has also seen project wins in new sectors 
such as automotive and healthcare including a contract win with 
spanish healthcare service provider logarithm
it is our intention whilst continuing to focus on our core market 
of nonfood retail to continue to explore new product categories where 
our products and solutions are applicable a further opportunity is the 
growth of ‘buy at point of view’ channels which has led to a significant 
volume increase in parcel handling and the requirement for internet 
fulfilment solutions the group has responded to this by extending 
its solutions and software products to meet this new market and as 
a result has recently won a contract with ventepriveecom in france 
a fashion internet retailer 
our maintenance support which currently equates to around 10 
of our business is another key potential growth area providing 
us with an additional consistent long term revenue stream
our strategy for growth also includes enhancing our international 
offering yet further by creating a presence in additional territories 
since the ipo the group has continued to develop a market 
presence in india germany and brazil at the same time we believe 
the market in which we operate to be highly fragmented and we will 
continue to assess these consolidation opportunities as they arise
people
as part of the admission process the board was reformulated 
in addition to myself as nonexecutive chairman i am delighted 
that richard arkle has joined as a nonexecutive director 
with a strong financial background don de sanctis stepped 
out of daytoday control of the us business but remains 
a nonexecutive director providing a wealth of experience of the 
industry mary adams joined the board having stepped up to replace 
don in running the us operations
i would like to make special mention of ceo gordon smith and 
cfo gary pyle who led the business through the admission 
and reorganisation process and have done a great job with the 
business emerging in such fine shape
i would like to take this opportunity on behalf of the board to thank 
all the employees of the group across the ten countries in which 
we operate for their dedication and continuing contribution to the 
success of the group we are confident that we can build on the 
successes in 2007 and that we now have the right structure 
people and strategy in place to continue to develop the business 
and achieve its full potential
future reporting
the financial year end for many retailers is the end of december 
or the end of january this can impact decision making processes at 
our primary customers on major capital expenditure consequently 
the clarity of the future pipeline for our business can be obscured 
in the group’s current reporting and planning cycle at the end of 
november the board has taken the decision to move the group’s 
financial year end to 31 march as a result for the next financial 
period there will be two sets of interim results for the periods to 
31 may 2008 and 30 november 2008 followed by preliminary 
results for the 16 month period to 31 march 2009
current trading and outlook the group has a strong order book as we enter 2008 although the 
benefits of this are likely to be phased towards the second half of the 
year the services and solutions we provide are such that they can 
demonstrate real cost savings to the retail sector as they help drive 
efficiencies as a result we continue to see opportunities for us even 
in a tougher high street trading environment in addition by looking at 
new products and new markets we believe we can continue our drive 
to grow market share in materials handling solutions for the retail 
wholesale ecommerce and fulfilment sectors 
i am delighted with the group’s progress so far and your board 
looks forward to the forthcoming year with confidence
mark mcmenemy
chairman
26 march 2008
1sdifrontar07indd   5 08042008   170039 06
sdi group plc
annual report and accounts 2007
“
our solutions quite of ten 
demonstrates such clear viable 
and quick pa yback periods that 
we continue to ha ve a strong 
pipeline of new business
chief executive’s review 
the past year has been one of both high activity and growth as 
we instigated and completed the restructuring of the group leading 
up to our admission to aim in july 2007 our principal objective 
in bringing the business to aim was to facilitate a coherent single 
brand across the world and as a result utilise our existing capital 
and extensive consultancy capability to grow and develop the 
business the response from our customers has been extremely 
positive sdi group is now being seen as a company which 
is capable of performing on a world stage 
this result is a testament to the quality of our team despite the 
significant nature of the group restructuring and admission to aim 
it did not detract from the effective running and development of the 
business nor has it diminished the enthusiasm for the future 
development of sdi group
i am pleased to report that our more cohesive structure and new 
operational procedures resulting from the reorganisation of group 
companies have delivered a platform on which we have been able 
to increase collaboration as well as sharing best practice in order 
to broaden our offering to existing and new customers this has 
meant specifically increasing our strengths in internet fulfilment and 
developing a number of new markets by product and geography
this continues to be work in progress and is being driven by 
our senior consultants who are seeing real benefit through this 
change more specifically the admission to aim and in particular 
the restructuring has enabled the group to be seen as a market 
leader in apparel materials handling solutions with significant 
market share and customer references i believe this will continue 
to be a significant strength in the future growth of the business
during the year to 30 november 2007 we started to see the benefits 
of the globalisation of sdi in that we were able to compete on larger 
projects and secure contract wins with new international customers 
furthermore the added products in both software and hardware 
terms available from the enlarged group enabled contract wins in new 
markets such as the automotive healthcare and the parcel industries 
i am also extremely encouraged by the creation of a new maintenance 
department in the usa based on the model employed in the uk 
our existing customer base has welcomed this enhancement to our 
offering and we are fasttracking the recruitment of maintenance staff 
to keep up with growing demand this model will be rolled out to all 
sdi group companies by june 2008
1sdifrontar07indd   6 08042008   170041 sdi group plc
annual report and accounts 2007 07
the group’s consultancy services provide the blueprint for the 
solution on any given project and this will typically differentiate the 
group from its competitors the group’s operations in germany 
the usa and the uk also provide the bespoke software solution and 
maintenance which ensures that relationships with these customers 
continue after installation as well as providing the group with ongoing 
revenue streams it enables the group to be well positioned for 
involvement with the future projects of these customers
our vision continues to be to grow market share through reaching 
out further internationally to new countries and hence new 
customers while further enhancing existing solutions to drive 
distribution costs down 
whilst the group’s main operations are in the uk and the usa 
we have a growing presence in other jurisdictions including france 
italy spain the netherlands and chile to accompany this growth 
strategy we have also identified the requirement to compete with 
a number of our competitors in their home market of germany 
to achieve this objective we have formed sdi group germany and 
recruited the former chief executive of a major global competitor 
to grow and develop this business we will seek to accelerate our 
penetration into the german market both organically and through 
acquisition where appropriate
we are also seeing an expansion across the developing retail 
markets of the world and are currently working on the formation 
of sdi india and the development of sdi brazil with local partners 
to work on a number of opportunities we currently have through 
references from us retailers during 2008 we intend to investigate 
opportunities in eastern europe where we have had a number of 
enquiries in the last three months for consultancy services which 
we expect to lead to design and build projects in due course
this expanding international market is driven by three principal 
factors firstly retailers are increasing the variety of products sold 
as well as providing a larger variety of sizes specifications and 
price ranges in an attempt to enhance their offering in response to 
consumer demand secondly retailers in general and large garment 
retailers in particular are moving to source their products from lower 
cost jurisdictions around the world leading to a corresponding 
increase in logistics requirements and thirdly the developing retail 
markets themselves have been experiencing a dramatic increase 
in distribution requirements as their local market develops with large 
stores and consolidation of smaller retailers
as a result of the international structure of the business and our 
reducing dependence on any one country for profits we believe 
that despite a slowing high street sales environment in uk and usa 
we are seeing increasing activity levels in mainland europe and an 
increasing requirement by all retailers to decrease distribution costs 
to improve margins it is here we are showing ourselves ideally 
placed to show retailers opportunities to reduce costs 
the global nature of the business and its sustained growth 
continues to present a strong pipeline and since we achieved 
plc status we are seeing an increase in the number of projects 
we are currently working on this has resulted in the group 
already securing orders for the current financial year equal to 43 
of our revenue forecast and having a potential pipeline of projects 
worth £120m over the next 18 months 
i am conscious of the fact that this growth will require a strong 
foundation of consultancy and to this end we have attracted 
a number of high calibre consultants from competitor businesses 
since flotation to grow the business and attract new customers 
additionally we also recognise the qualities of our existing teams 
and have put a number of initiatives in place to fast track younger 
members of the group who have responded favourably to the 
opportunities arising through the growth of the business 
our solutions quite often demonstrate such clear visible and 
quick payback periods these facts mean that we are well 
placed to pursue our continued expansion into new undeveloped 
territories and into product markets with untapped distribution 
requirements our strategies for growth are in place and we look 
forward to delivering this growth in the future
gordon smith
chief executive officer
26 march 2008
1sdifrontar07indd   7 08042008   170041 08
sdi group plc
annual report and accounts 2007
b oard of directors and advisors
1 2
3
4
5 6
1 mark mcmenemy
nonexecutive chairman aged 49
mark has been a member of the chartered institute of management 
accountants since 1984 and has significant experience in the retail 
industry h e has held senior directorships at major high street and 
international retailers and was group finance director at clarks shoes 
mothercare and monsoon at monsoon mark was responsible for 
finance property legal logistics and it  he left monsoon in march 2007 
to pursue an alternative career through pensive solutions ltd 
a management consultancy he formed in 2003
2 gordon smith
chief executive officer aged 44
having spent a number of years as an international engineering 
consultant on projects in the middle east china and africa 
gordon spent six years as a senior manager in exel in key 
account management and third party logistics h e left exel to 
found greenstone automation limited now called sdigreenstone 
limited in 1997 gordon holds a bachelor of engineering a master 
of business administration and is a chartered mechanical engineer
3 mary ad ams
president us operations aged 49
mary joined sdi industries inc in 1983 and held various 
executive positions before being promoted to her current 
position as president and ceo of us operations prior to 
joining sdi industries inc mary was with the architectural firm 
davis brody  associates in new york city mary holds a ba 
in architecture from the cooper union school of architecture in 
new york c ity 
4 gary pyle
group chief financial officer aged 41
gary joined sdi in 2006 prior to joining sdi gary was chief 
financial officer of pursuit dynamics plc an aimlisted company 
specialising in the commercialisation of patented technology for 
four years and he remains a nonexecutive director of pursuit gary 
started his career with h ardcastle burton becoming a partner of this 
firm of accountants in 1995 gary is a chartered accountant and a 
fellow of the institute of chartered accountants in england and wales
1sdifrontar07indd   8 08042008   170042 sdi group plc
annual report and accounts 2007 09
5 dominick donald de sanctis 
nonexecutive director aged 75
dominick de sanctis also known as don de sanctis is a 
cofounder and former chairman of sdi industries inc under 
his direction sdi has become a global player in retail distribution 
consulting engineering and automation solutions and over the 
course of his 30 years in the retail industry don has acquired 
extensive knowledge and experience in consumer goods 
distribution don holds a bachelor of science degree in industrial 
engineering and a master’s degree from new york university
6 richard arkle
nonexecutive director aged 58
richard arkle is currently nonexecutive director of volex group plc 
a global manufacturer of cable assembly solutions to the 
electronic industries and a nonexecutive director of cash 
management systems limited a provider of cash management 
services to retailers and financial institutions he was a partner 
at kpmg llp and predecessor practices from 1 october 1982 
until he retired on 30 september 2004 where as a senior partner 
he played a leading role in the development of the transaction 
services practice into a uk market leading position h e is a fellow 
of the institute of chartered accountants in england and wales
registered office
3 st mary’s court 
main street 
hardwick 
cambridge cb23 7qs
registered company number
6081771
auditor and  
reporting accountant
pricewaterhousecoopers llp 
abacus house 
castle park 
cambridge cb3 0an 
nominated advisor  
and broker
cenkos securities plc 
678 tokenhouse yard 
london ec2r 7as
solicitors to the company eversheds llp 
kett house 
station road 
cambridge cb1 2jy
registrars
computershare investor 
services plc 
the pavillions 
bridgwater road 
bristol bs13 8ae
financial and media  
public relations
redleaf communications ltd 
9–13 st andrew street  
london ec4a 3af
1sdifrontar07indd   9 08042008   170045 10
sdi group plc
annual report and accounts 2007
the directors present their annual report and audited financial statements for the year ended 30 november 2007
incorporation
the company was incorporated on 5 february 2007 as a private company and was reregistered as a public company on 25 june 2007
principal activities
the principal activity of sdi group plc ‘the company’ and its subsidiaries together ‘the group’ is the provision of integrated materials 
handling solutions for international retail fulfilment and ecommerce distribution operations
business review
a review of the business during the year and to date with comments on future developments is contained in the chairman’s statement 
and chief executive’s review on pages 4 to 7
key performance indicators
the group uses revenue profit before tax and cash balances as the key performance indicators these are discussed further in the 
chairman’s statement on pages 4 and 5
results and dividends
the results of the group appear in detail on pages 18 to 20 the directors recommend a dividend of 09p per share sdi industries inc 
paid a preacquisition interim dividend of £725000
research and development
during the year the group pursued an active product development programme to strengthen its product portfolio
donations
there were no charitable or political donations during the year 2006 £nil
directors
the directors who held office during the year were as follows
mark mcmenemy    chairman and nonexecutive director appointed 7 june 2007 
gordon smith    chief executive officer appointed 5 february 2007 
gary pyle    chief financial officer appointed 5 february 2007 
mary adams    president us operations appointed 25 june 2007 
dominick donald de sanctis  nonexecutive director appointed 25 june 2007 
richard arkle   nonexecutive director appointed 7 june 2007
the interests of the directors in the shares of the group are set out in the report of the remuneration committee on pages 15 and 16
principal risks and uncertainties
the management of the business and the execution of the group’s strategy are subject to a number of risks these risks are formally 
reviewed by the board and appropriate processes and controls implemented to monitor and mitigate them the key business risks 
affecting the group are set out on page 11
directors’ report
2sdibackar07indd   10 08042008   170125 sdi group plc
annual report and accounts 2007 11
principal risks and uncertainties continued
economic downturn
as the group’s business is closely correlated to the retail industry the group’s revenue is linked to consumer spending patterns 
an erosion of consumer confidence or a significant decline in consumer spending particularly in key markets such as the uk and 
the us where the group has substantial business operations would directly impact on demand for the group’s materials handling 
solutions and its overall business and operating results
foreign ex change currency risk
exchange rates of the relevant local currencies in the countries that the group operates against sterling are an important factor as the 
group will report its group results in sterling the group’s financial results could therefore be adversely affected by significant appreciation 
of sterling against the relevant currencies this would distort the operating results of the subsidiaries of the group based outside the uk
dependence on key executives and personnel
the group’s future success depends on the ability of management and key staff to operate effectively both individually and 
as a group the loss of any member of the group’s senior management could disrupt the business if no immediate suitable replacement 
is available to the group and management time is spent on finding replacement candidates the loss of key individuals could therefore 
have a material adverse effect on the stability of the group’s business and the future of the group going forward while the group has 
entered into service agreements with each of its executive directors the retention of their services cannot be guaranteed
competition
the company operates in a competitive market and it can be expected that the competition will continue and possibly increase in the 
future both from established competitors and new entrants to the market the group’s competitors may include companies with greater 
financial and other resources than the company and could compete with the group for clients and industry personnel in order to be 
successful in the future the group will need to continue to respond promptly and effectively to the challenges of changing customer 
requirements an inability to devote sufficient resources to the development of its products and services in order to achieve this the 
development of more aggressive competition in the market in which the group operates andor the introduction of new entrants into 
those markets could lead to a material and adverse effect on the group’s business financial condition and operating results 
creditor payment policy
the group seeks to maintain good relations with all its trading partners in particular it is the group’s policy to abide by the terms 
of payment agreed with each of its suppliers the group’s average creditor payment period at 30 november 2007 was 63 2006 70 
days and for the company was nil 2006 nil days
financial risk management
this is discussed in note 2 s to the financial statements
2sdibackar07indd   11 08042008   170125 12
sdi group plc
annual report and accounts 2007
directors’ report continued
substantial shareholdings
as at 29 february 2008 shareholdings of 3 or more of the issued share capital notified to the group were
      ordinary  number 
      shares holding
gordon smith      12391477 1168
fc asset management plc      9235231 870
artemis investment management ltd      7116318 671
octopus investments ltd      7016110 661
polar capital partners ltd      5000000 471
legal  general investment management ltd      4550000 429
tridis llc      4465560 421
mary adams      4439419 418
ubs global asset management uk ltd      3815000 360
mg investment management ltd      3200000 302
disclosure of information to auditors
each of the directors have confirmed that there is no relevant audit information of which the company’s auditors are unaware and 
that they have taken all the steps such as making enquiries of other directors and the auditors and any other steps required by the 
directors’ duty to exercise due care skill and diligence that they ought to have taken in their duty as a director in order to make 
themselves aware of any relevant audit information and to establish that the company’s auditors are aware of that information
auditors
pricewaterhousecoopers llp have indicated their willingness to be reappointed as auditors of the company and a resolution 
proposing their reappointment will be put to the annual general meeting
by order of the board
gary pyle 
company secretary
26 march 2008
2sdibackar07indd   12 08042008   170125 sdi group plc
annual report and accounts 2007 13
corporate governance
 
the company’s shares were admitted to trading on the alternative investment market ‘aim’ of the london stock exchange on 2 july 2007 
the group is therefore subject to the aim admission rules of the london stock exchange and is consequently not required to comply with 
the best practice corporate governance provisions contained within the combined code appended to the listing rules of the financial 
services authority h owever the directors have considered the provisions of the 2006 financial reporting council combined code and 
summarise below how the principles have been applied in the group and the extent of current compliance
principles of good governance and code of best practice ‘the combined code’
the directors have based their approach to corporate governance on those principles of the combined code they believe to be appropriate 
to the group the following summary includes details of the combined code provisions the group has complied with and those areas where 
compliance is not deemed appropriate
the b oard
sdi group plc is led by an experienced board three out of the current six directors are nonexecutives two of whom are independent 
strengthening the independent representation on the board the two independent nonexecutives own shares in sdi group plc 
but in view of the size of their holdings the board has concluded that this does not preclude them from being independent as defined 
under the code the chairman is one of the nonexecutive directors and there is a clear division of responsibility between the chairman 
and the chief executive under the company’s articles of association at least onethird of the board is subject to retirement and 
reelection each year the board retains full and effective control of the group this includes responsibility for determining the group’s 
strategy and for approving short and medium term plans for achieving this strategy all major and other strategic decisions are 
reserved to the board which also has responsibility for corporate governance matters approving major items of capital expenditure 
senior executive remuneration succession planning for top management and acquisitions and disinvestment as appropriate 
the board has delegated certain responsibilities to board committees which operate within clearly defined terms of reference 
standing committees of the board include the audit committee the nominations committee and the remuneration committee the audit 
committee consists entirely of nonexecutive directors both of whom have recent financial experience the remuneration committee 
and nominations committee comprise a majority of nonexecutive directors the board met four times for regularly scheduled 
meetings during the period to 30 november 2007 the board has scheduled ten meetings for the year ended 30 november 2008 
at each regularly scheduled meeting there is a full financial and business review and discussion including operating performance 
to date against the annual budget and financial plan previously approved by the board for that year each board member receives monthly 
operating results including a comprehensive commentary and analysis prior to each board meeting directors are sent an agenda and a 
full set of board papers for each agenda item to be discussed at the meeting additional information is provided as appropriate while the 
board retains overall responsibility for the control of the group daily management is conducted by the chief executive officer and chief 
financial officer they meet regularly to review operational decisions strategic plans and proposals to submit to the board for approval
directors’ remuneration
the remuneration committee which consists primarily of nonexecutive directors is responsible for making recommendations on the 
group’s framework of executive remuneration and for determining specific remuneration packages for each executive director the board 
as a whole determines the remuneration of nonexecutive directors a full report on remuneration policy and details of the remuneration of 
each director can be found in the remuneration committee report on pages 15 and 16
relations with shareholders
the annual report contains information on the activities of the group for the preceding year and is sent to every shareholder on 
the share register the interim report is also sent to every shareholder management endeavours to keep shareholders informed 
with regular news releases all regulatory news releases and reports are available on the group’s website wwwsdigroupcom 
the annual general meeting ‘agm’ is the principal forum for dialogue with shareholders
internal control
the directors are responsible for the group’s system of internal control and reviewing its effectiveness there is an ongoing process 
for identifying evaluating and managing the significant risk faced by the company
2sdibackar07indd   13 08042008   170125 14
sdi group plc
annual report and accounts 2007
corporate governance continued
internal control continued
this process has been in place for the year under review and up to the date of approval of the annual report it is regularly reviewed 
by the board and accords with the turnbull guidance 2005
the system of internal control implemented by the board has been in place for the period since admission and up to the date 
of approval of these reports and financial statements it is recognised that such a system can provide only reasonable and not absolute 
assurance against material misstatement or loss and manage rather than eliminate the risks associated with the achievement of business 
objectives controls within the group are designed to provide the board with reasonable assurance regarding the maintenance of proper 
accounting records the reliability of financial information and the safeguarding of assets
the group has an appropriate organisational structure with clear lines of responsibility because of the size of the current trading 
operations and the detailed accounting and operational information available the directors do not believe the expense of an internal 
audit function is justified
statement of directors’ responsibilities
the directors are responsible for preparing the group and company financial statements in accordance with applicable law and 
regulations company law requires the directors to prepare financial statements for each financial year under that law the directors 
have prepared the group financial statements in accordance with international financial reporting standards ‘lfrss’ as adopted by the 
european union and the company financial statements in accordance with applicable law and united kingdom accounting standards 
united kingdom generally accepted accounting practice the group and company financial statements are required by law to give 
a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period
in preparing those financial statements the directors are required to 
b  select suitable accounting policies and then apply them consistently
b  make judgements and estimates that are reasonable and prudent 
b  state that the group financial statements comply with ifrss as adopted by the european union and with regard to the parent company 
financial statements that applicable uk accounting standards have been followed subject to any material departures disclosed and 
explained in the financial statements
b  prepare the group and parent company financial statements on the going concern basis unless it is inappropriate to presume that the 
group will continue in business in which case there should be supporting assumptions or qualifications as necessary
the directors confirm that they have complied with the above requirements in preparing the financial statements
the directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial 
position of the company and the group and to enable them to ensure that the group and parent company financial statements comply 
with the companies act 1985 they are also responsible for safeguarding the assets of the company and the group and hence for taking 
reasonable steps for the prevention and detection of fraud and other irregularities
the maintenance and integrity of the sdl group plc website is the responsibility of the directors the work carried out by the auditors does 
not involve consideration of these matters and accordingly the auditors accept no responsibility for any changes that may have occurred 
to the financial statements since they were initially presented on the website legislation in the united kingdom governing the preparation 
and dissemination of financial statements may differ from legislation in other jurisdictions
by order of the board
gary pyle
company secretary
26 march 2008
2sdibackar07indd   14 08042008   170125 sdi group plc
annual report and accounts 2007 15
report of the remuneration committee
the remuneration committee is comprised of the following nonexecutive directors
mark mcmenemy  chairman of the remuneration committee 
richard arkle 
gordon smith
the remuneration committee makes recommendations to the board on the remuneration policy that applies to executive directors 
and senior employees
remuneration of nonexecutive directors unaudited
the nonexecutive directors receive fees for their services which are agreed by the whole board they are each appointed by letter 
of agreement with the appointment being terminable by six months’ notice by either party
remuneration policy for executive directors unaudited
the group’s remuneration policy for executive directors is to
a  pay a competitive salary that attracts and retains management of the highest quality having regard to the directors’ experience 
and the nature and complexity of their work 
b link individual remuneration packages to the group’s long term performance through the award of share options and
c provide employment related benefits including the provision of a company car or cash alternative life insurance and medical insurance
basis of preparation of the remuneration report audited
the remuneration report has been prepared on the basis of fees paid to the directors by the group since their appointment to 
sdi industries inc as the deemed acquirer or sdi group plc taking the earliest date therefore the remuneration includes fees paid 
by companies prior to their acquisition on 2 july 2007 
salaries and benefits audited
the annual salaries for executive directors are determined by the remuneration committee having regard to personal performance
fulltime executive directors have contracts of service that can be terminated by either party with a notice period not exceeding twelve months
    pension  
    contributions    
    to defined    
   salary and contribution share 2007 2006 
   benefits scheme options total t otal 
   £’000 £’000 £’000 £’000 £’000
mark mcmenemy   35 — — 35 —
gordon smith   173 — — 173 —
gary pyle   157 — 20 177 —
mary adams   118 1 — 119 98
dominick donald de sanctis   105 — — 105 184
richard arkle   12 — — 12 —
   600 1 20 621 282
2sdibackar07indd   15 08042008   170125 16
sdi group plc
annual report and accounts 2007
report of the remuneration committee continued
directors’ interests in shares audited
the beneficial interests of directors at the end of the year in the ordinary share capital of the company were as follows
      30 november on 
number of shares held by      2007 incorporation
mark mcmenemy      100000 —
gordon smith      1239147 1
gary pyle      500001 1
mary adams      4439419 —
dominick donald de sanctis      2620241 —
richard arkle      100000 —
directors’ interests in share options audited
details of options over the company’s ordinary shares held by directors under an approved and unapproved share option scheme 
the ‘share option plan’ are as follows
 options at      
 1 december 2006  options at    
 or date  30 november    
 appointed granted 2007 exercise price date of grant exercise period
gary pyle — 428571 428571 49p 30 june 2007 1 march 2009
gary pyle — 428571 428571 49p 30 june 2007 1 march 2010
gary pyle — 428571 428571 49p 30 june 2007 1 march 2011
gary pyle — 500000 500000 49p 25 june 2007 25 june 2010
 subject to the rules of the share option plan and the requirements noted below each of these options were exercisable on the attainment of the following 
earnings per share target
       eps target
year ended 30 november 2008       66p
year ended 30 november 2009       74p
year ended 30 november 2010       85p
options are not exercisable later than midnight on the day before the tenth anniversary of the date of grant
no options have been granted to or exercised by directors between the balance sheet date and the date of approval of the 
financial statements
options were granted at no cost to the directors at 30 november 2007 the market price of the company’s shares was 50p and the 
range during the year was 49p to 60p
on behalf of the board
mark mcmenemy 
chairman of the remuneration committee
26 march 2008
2sdibackar07indd   16 08042008   170126 sdi group plc
annual report and accounts 2007 17
independent auditors’ report to the members of sdi group plc  
we have audited the group financial statements of sdi group plc for the year ended 30 november 2007 which comprise the group 
income statement the group balance sheet the group cash flow statement the group statement of recognised income and expense 
and the related notes these group financial statements have been prepared under the accounting policies set out therein
we have reported separately on the parent company financial statements of sdi group plc for the 298 day period ended 30 november 2007
respective responsibilities of directors and auditors
the directors’ responsibilities for preparing the annual report and the group financial statements in accordance with applicable law and 
international financial reporting standards ‘ifrss’ as adopted by the european union are set out in the statement of directors’ responsibilities
our responsibility is to audit the group financial statements in accordance with relevant legal and regulatory requirements and international 
standards on auditing uk and ireland this report including the opinion has been prepared for and only for the company’s members 
as a body in accordance with section 235 of the companies act 1985 and for no other purpose we do not in giving this opinion accept 
or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save 
where expressly agreed by our prior consent in writing
we report to you our opinion as to whether the group financial statements give a true and fair view and whether the group financial statements 
have been properly prepared in accordance with the companies act 1985 we also report to you whether in our opinion the information given 
in the directors’ report is consistent with the group financial statements the information given in the directors’ report includes that specific 
information presented in the chairman’s statement that is cross referenced from the business review section of the directors’ report 
in addition we report to you if in our opinion we have not received all the information and explanations we require for our audit 
or if information specified by law regarding directors remuneration and other transactions is not disclosed
we read other information contained in the annual report and consider whether it is consistent with the audited group financial statements 
the other information comprises only the directors’ report the chairman’s statement chief executive’s review report of the remuneration 
committee and the corporate governance report we consider the implications for our report if we become aware of any apparent 
misstatements or material inconsistencies with the group financial statements our responsibilities do not extend to any other information
basis of audit opinion
we conducted our audit in accordance with international standards on auditing uk and ireland issued by the auditing practices board 
an audit includes examination on a test basis of evidence relevant to the amounts and disclosures in the group financial statements it also 
includes an assessment of the significant estimates and judgements made by the directors in the preparation of the group financial statements 
and of whether the accounting policies are appropriate to the group’s circumstances consistently applied and adequately disclosed
we planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide 
us with sufficient evidence to give reasonable assurance that the group financial statements are free from material misstatement whether 
caused by fraud or other irregularity or error in forming our opinion we also evaluated the overall adequacy of the presentation of information 
in the group financial statements
opinion
in our opinion
b  the group financial statements give a true and fair view in accordance with ifrss as adopted by the european union of the state 
of the group’s affairs as at 30 november 2007 and of its profit and cash flows for the year then ended
b the group financial statements have been properly prepared in accordance with the companies act 1985 and
b the information given in the directors’ report is consistent with the group financial statements
pricewaterhousecoopers llp
chartered accountants and registered a uditors cambridge 
26 march 2008
a  the maintenance and integrity of sdi group plc’s website is the responsibility of the directors the work carried out by the auditors does not involve 
consideration of these matters and accordingly the auditors accept no responsibility for any changes that may have occurred to the financial statements 
since they were initially presented on the website
b  legislation in the united kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions
2sdibackar07indd   17 08042008   170126 18
sdi group plc
annual report and accounts 2007
consolidated income statement
for the year ended 30 no vember 2007 
       year ended year ended 
    30 november 30 november 
    2007 2006 
   note £’000 £’000
revenue     4 41276 28106
cost of sales      30765 23446
gross profit      10511 4660
administrative expenses excluding exceptional items      5583 3012
administrative expenses – exceptional items     6 1099 338
total administrative expenses      6682 3350
operating profit     6 3829 1310
financial income     5 231 168
financial expense     5 60 1
net finance income     5 171 167
share of profit of associates     13 160 246
profit before tax      4160 1723
income tax expense     9 1267 672
profit for the financial year       2893 1051
attributable to
equity shareholders of the company      2854 950
minority interest     22 39 101
      2893 1051
earnings per ordinary share expressed in £     10  
– basic       004 002
– diluted      004 002
the notes on pages 21 to 51 are an integral part of these consolidated financial statements
all results are from continuing operations
consolidated statement of recognised income and expense 
for the year ended 30 no vember 2007
       year ended year ended 
    30 november 30 november 
    2007 2006 
   note £’000 £’000
profit for the financial period      2893 1051
currency translation differences     21 409 993
net expense recognised directly to equity      409 993
total recognised income for the period      2484 58
attributable to
equity shareholders of the company      2445 43
minority interest      39 101
      2484 58
2sdibackar07indd   18 08042008   170126 sdi group plc
annual report and accounts 2007 19
consolidated balance sheet
as at 30 november 2007
       as at as at 
    30 november 30 november 
    2007 2006 
   note £’000 £’000
assets
noncurrent assets
property plant and equipment     11 1150 246
intangible assets     12 15166 2
investments in associates     13 37 701
availableforsale investments financial assets     14 72 49
deferred tax assets     19 — 109
      16425 1107
current assets
inventories     15 2287 1287
current income tax prepayment       881 —
trade and other receivables     16 12358 7359
cash and cash equivalents     17 10137 6019
      25663 14665
total assets      42088 15772
liabilities
noncurrent liabilities
deferred tax liability     19 457 —
      457 —
current liabilities
trade and other payables     18 10837 7288
current income tax liability      746 21
total liabilities      12040 7309
net assets      30048 8463
equity
capital and reserves attributable to equity holders of the company
called up share capital     20 1061 8922
share premium     21 2608 —
other reserves     21 12820 12098
retained earnings     21 13559 11430
      30048 8254
minority interest in equity     22 — 209
total equity      30048 8463
the notes on pages 21 to 51 are an integral part of these consolidated financial statements the financial statements on pages 18 to 51 
were approved by the board of directors on 26 march 2008 and were signed on its behalf by
gary pyle
director
2sdibackar07indd   19 08042008   170126 20
sdi group plc
annual report and accounts 2007
consolidated cash flow statement 
for the year ended 30 no vember 2007
      year ended year ended 
      30 november 30 november 
      2007 2006 
     note £’000 £’000
cash flows from operating activities     25 3233 3198
cash generated from operations
interest received      231 168
interest paid      60 1
income tax paid      985 640
net cash from operating activities      2419 2725
cash flows fromused in investing activities
purchase of investments in associated companies net of cash acquired    28 1701 —
purchase of entity under common control net of cash acquired     28 281 —
purchase of minority interest     22 65 —
purchase of plant and equipment      565 130
purchase of intangibles      375 3
proceeds from the sale of investments      102 —
net cash fromused in investing activities      1079 133
cash flows fromused in financing activities
proceeds from the issue of ordinary shares net of expenses      1666 —
proceeds from exercise of share options      — 14
dividends paid to shareholders      725 343
net cash fromused in financing activities      941 329
increase in cash and cash equivalents      4439 2263
cash and cash equivalents at start of period      6019 4448
exchange differences      321 692
cash and cash equivalents at end of period     17 10137 6019
2sdibackar07indd   20 08042008   170126 sdi group plc
annual report and accounts 2007 21
notes to the consolidated financial information
1 general information
corporate history
sdi group plc ‘the company’ was formed as a limited liability company under the name sdi group limited on 5 february 2007 
it reregistered as a public limited company on 25 june 2007 the company consults designs manufactures and integrates systems 
to retail wholesale fulfilment and ecommerce industries for all aspects of distribution centre materials handling the company 
acquired subsidiary undertakings on 2 july 2007 as listed in note 28 the results of the acquired subsidiaries are included in the profit 
and loss from the date of acquisition the subsidiaries and associated undertakings are listed in note 5 of the company financial 
statements the company its subsidiaries and its associated undertakings are referred to in this financial information as ‘the group’
the company is domiciled in the united kingdom the address of its registered office is 3 st mary’s court main street hardwick 
cambridge cb23 7qs uk 
2 accounting policies 
a basis of preparation 
the financial statements are prepared in sterling rounded to the nearest thousand and are prepared on the historical cost basis as 
modified by the revaluation of financial assets and liabilities including derivative instruments at fair value through the income statement
the consolidated financial information has been prepared in accordance with international financial reporting standards as adopted 
by the european union ifrss as adopted by the eu ifric interpretations and those sections of the companies act 1985 applicable 
to companies reporting under ifrss 
on 2 july 2007 sdi group plc became the legal parent of sdi industries inc in a share for share exchange in accordance with 
ifrs 3 ‘business combinations’ this transaction has been accounted for as a reverse acquisition such that in substance 
sdi industries inc has acquired sdi group plc accordingly the comparative information of sdi industries inc has been presented 
for the year ended 30 november 2006
b critical accounting estimates and judgements
the preparation of financial statements in conformity with ifrss requires management to make judgements estimates and assumptions 
that affect the application of policies and reported amounts of assets and liabilities income and expenses the estimates and associated 
assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances 
the results of which form a basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from 
other sources actual results may differ from these estimates the estimates and underlying assumptions are reviewed on a regular basis 
revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in 
the period of revision and future periods if the revision affects both current and future periods
judgements made by management in the application of ifrss that have significant effect on the financial statements largely related 
to the estimates used in estimating the percentage completion of construction contracts income taxes and goodwill impairment
i revenue recognition
the group uses the percentage of completion method in accounting for its fixed price contracts to deliver engineering services use of the 
percentage of completion method requires the group to estimate the services performed to date as a portion of the total services to be 
performed were the proportion of services performed to total services to be performed to differ by 10 from management’s estimates the 
amount of revenue recognised in the year would be increased by £1950000 2006 £1456000 if the proportion performed were increased 
or would be decreased by £1950000 2006 £1456000 if the proportion performed were decreased
ii income taxes
the group is subject to income taxes in numerous jurisdictions judgement is required in determining the worldwide provision for 
income taxes there are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary 
course of business the group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will 
be due where the final tax outcome of these matters is different from the amounts initially recorded such differences will impact the 
income tax and deferred tax provisions in the period in which such a determination is made 
iii estimated impairment of goodwill
the group tests annually whether goodwill has suffered any impairment in accordance with the accounting policy stated in note 2fi 
the recoverable amounts of cashgenerating units have been determined based on valueinuse calculations these calculations require 
the use of estimates as stated in note 12
2sdibackar07indd   21 08042008   170126 22
sdi group plc
annual report and accounts 2007
notes to the consolidated financial information continued
2 accounting policies continued
b critical accounting estimates and judgements continued
the accounting policies set out below have been applied consistently to all periods presented in this consolidated financial information
c basis of consolidation 
subsidiaries are entities that are directly or indirectly controlled by the group control exists where the group has the power to govern 
the financial and operating policies of the entity so as to obtain benefits from its activities the purchase method of accounting is used 
to account for the acquisition of subsidiaries by the group the cost of an acquisition is 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 measured initially at their fair 
values at the acquisition date irrespective of the extent of any minority interest the excess of the cost of acquisition over the fair value 
of the group’s share of the identifiable net assets of the subsidiary acquired is recorded as goodwill if the cost of acquisition is less 
than the fair value of the net assets of the subsidiary acquired the difference is recognised directly in the income statement
for acquisitions under common control the predecessor method of accounting is used whereby the cost of acquisition is measured 
at the book value of the net assets acquired plus the costs directly attributable to the acquisition the excess of the cost of acquisition 
over the group’s share of the book value of the net assets of the subsidiary acquired is recorded as a reduction to reserves
intercompany transactions balances and unrealised gains on transactions between group companies are eliminated unrealised 
losses are also eliminated but considered an impairment indicator of the assets transferred accounting policies of subsidiaries have 
been changed where necessary to ensure consistency with the policies adopted by the group
the group treats transactions with minority interests as transactions with parties external to the group
associates are all entities over which the group has significant influence but not control generally accompanying a shareholding 
of between 20 and 50 of the voting rights investments in associates are accounted for using the equity method of accounting 
and are initially recognised at cost
the group’s share of its associates’ postacquisition profits or losses is recognised in the income statement and its share of postacquisition 
movements in reserves is recognised in reserves the cumulative postacquisition movements are adjusted against the carrying amount of the 
investment when the group’s share of losses in an associate equals or exceeds its interest in the associate including any other unsecured 
receivables the group does not recognise further losses unless it has incurred obligations or made payments on behalf of the associate
unrealised gains on transactions between the group and its associates are eliminated to the extent of the group’s interest in the 
associates unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred 
accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the group
d foreign currencies 
the functional currency of each group entity is the currency of the primary economic environment in which each entity operates 
the consolidated financial statements are presented in sterling 
transactions denominated in foreign currencies other than an entity’s functional currency are translated at the foreign exchange rate prevailing 
at the date of the transaction monetary assets and liabilities denominated in foreign currencies are translated into sterling at the exchange 
rates ruling at the balance sheet date foreign exchange differences arising on translation are recognised in the income statement
the results and financial position of all associated entities none of which has the currency of a hyperinflationary economy that have 
a functional currency different from the presentation currency are translated into the presentation currency as follows
b  the group’s share of net assets including goodwill in associates is translated at the closing rate of exchange at the date of that 
balance sheet
b the group’s share of profits and losses are translated at average exchange rates and
b all resulting exchange differences are recognised as a separate component of equity
2sdibackar07indd   22 08042008   170126 sdi group plc
annual report and accounts 2007 23
 
2 accounting policies continued
e property  plant and equipment 
i owned assets
improvements to leasehold property and plant and equipment are stated at cost less accumulated depreciation and impairment losses 
see accounting policy on impairment
where parts of an item of property plant and equipment have different useful lives they are accounted for as separate items of property 
plant and equipment
ii leased assets for own use
leases in terms of which the group assumes substantially all the risks and rewards of ownership are classified as finance leases 
iii depreciation
depreciation is provided on a straightline basis at rates calculated to write off the cost or valuation less estimated residual value of each 
asset over its expected useful life as follows
improvements to leasehold property    over the period of the lease 
plant and other equipment    three to ten years 
demonstration assets    three years
no depreciation is charged on assets in the course of construction
the residual value and the useful economic life of the assets are reassessed annually
f intangible assets 
i goodwill
goodwill represents the excess of the cost of an acquisition over the fair value of the group’s share of the net identifiable assets of the acquired 
subsidiaryassociate at the date of acquisition goodwill on acquisitions of subsidiaries is included in ‘intangible assets’ separately recognised 
goodwill is tested annually for impairment and carried at cost less accumulated impairment losses impairment losses on goodwill are not 
reversed gains and losses on the disposal of an entity include the carrying amount of goodwill relating to an entity sold 
goodwill is allocated to cashgenerating units for the purpose of impairment testing the allocation is made to those cashgenerating 
units or groups of cashgenerating units that are expected to benefit from the business combination in which the goodwill arose 
sdi group plc allocates goodwill to each country in which it operates
ii backlog and sales pipeline
acquired backlog and sales pipelines for business combinations are capitalised at the present value of the future profits receivable 
adjusted for deferred taxation amortisation is calculated over the life of the contracts on which the goodwill is calculated 0–2 years
iii computer software and licences
amortisation is provided on a straightline basis at rates calculated to write off the cost or valuation less estimated residual value of the 
asset over their expected useful lives as follows
computer software     three to five years 
licenses      three to five years
iv research and development 
research expenditure is recognised as an expense as incurred costs incurred on development projects relating to the design and 
testing of new or improved products are recognised as intangible assets when the following criteria are fulfilled
b it is technically feasible to complete the intangible asset so that it will be available for use 
b management intends to complete the intangible asset and use or sell it 
b there is an ability to use or sell the intangible asset 
b it can be demonstrated how the intangible asset will generate probable future economic benefits 
b adequate technical financial and other resources to complete the development and to use or sell the intangible asset are available and  
b the expenditure attributable to the intangible assets during its development can be readily measured 
2sdibackar07indd   23 08042008   170126 24
sdi group plc
annual report and accounts 2007
notes to the consolidated financial information continued
 
2 accounting policies continued
f intangible assets continued
iv research  development continued
amortisation is charged as follows
development assets   three years
g inventories 
inventories are valued at the lower of cost and net realisable value cost is calculated using the firstinfirstout principle in the case 
of manufactured inventories and work in progress cost includes an appropriate share of overheads based on normal operating activity 
net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and selling expenses
h cash and cash equiv alents 
cash and cash equivalents comprises cash balances and deposits the group considers all highlyliquid investments with original 
maturity dates of three months or less to be cash equivalents
i impairment 
assets subject to amortisation and depreciation are reviewed for impairment at each balance sheet date to determine whether there 
is any indication of impairment if such indication exists the asset’s recoverable amount is calculated as the greater of their net selling 
price and value in use
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 for an asset that does not generate 
largely independent cash flows the recoverable amount is determined for the cashgenerating unit to which the asset belongs
an impairment loss is recognised in the income statement based on the amount by which the carrying amount exceeds the recoverable 
amount impairment losses recognised in respect of cashgenerating units are allocated first to reduce the carrying amount of any goodwill 
allocated to cashgenerating unit or group of units and then to reduce the carrying amount of other assets in the unit or group of units 
on a pro rata basis
an impairment loss in respect of a receivable carried at amortised cost is reversed if the subsequent increase in recoverable amount 
can be related objectively to an event occurring after the impairment loss was recognised
in respect of other assets an impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount
an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would 
have been determined net of depreciation or amortisation if no impairment loss had been recognised
j share capital 
where any group company purchases the company’s equity share capital treasury shares the consideration paid including any 
directly attributable incremental costs net of income taxes is deducted from equity attributable to the company’s equity holders until 
the shares are cancelled or reissued where such shares are subsequently sold or reissued any consideration received net of any 
directly attributable incremental transaction costs and the related income tax effects is included in equity attributable to the company’s 
equity holders
incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction net of tax from the proceeds
k dividends 
final dividends on ordinary shares are recognised as a liability in the group’s financial statements in the period in which the dividends 
are approved by the group’s shareholders interim dividends are recorded when paid
l employee benefits 
i defined contribution plans
for defined contribution pension schemes operated by the group amounts payable are charged to the income statement as they fall 
due the group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all 
employees the benefits relating to employee service in the current and prior periods 
2sdibackar07indd   24 08042008   170126 sdi group plc
annual report and accounts 2007 25
 
2 accounting policies continued
l employee benefits continued
ii sharebased compensation
the fair value of the employee services received in exchange for the grant of the options is recognised as an expense the total amount 
to be expensed over the vesting period is determined by reference to the fair value of the options granted 
the proceeds received net of any directly attributable transaction costs are credited to share capital when the options are exercised 
the share option plans are equity settled
m trade receivables and trade payables 
trade receivables are stated at cost less any impairment an impairment of trade receivables is established when there is objective evidence 
that the group will not be able to collect all amounts due according to the original terms of the receivables the carrying amount 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 subsequent recoveries 
of amounts previously written off are credited against ‘administrative expenses’ in the income statement t rade payables are stated at cost
n financial assets 
the group classifies its financial assets in the following categories loans and receivables and availableforsale the classification 
depends on the purpose for which the financial assets were acquired management determines the classification of its financial assets 
at initial recognition 
i availableforsale financial assets
availableforsale financial assets are nonderivatives that are either designated in this category or not classified in any of the other 
categories they are included in noncurrent unless management intends to dispose of this investment within twelve months of the 
balance sheet date
availableforsale financial assets in unlisted securities are initially recorded at cost and reviewed for impairment on an annual basis
ii loans and receivables
loans and receivables are nonderivative financial assets with fixed or determinable payments that are not quoted in an active market 
they are included in current assets except for maturities greater than twelve months after the balance sheet date these are classified 
as noncurrent assets loans and receivables are classified as trade and other receivables in the balance sheet note 2 m 
o revenue 
revenue from consulting design manufacture and installation of systems and other engineering services is accounted for on 
a ‘percentage of completion method’ to determine the appropriate amount to recognise in a given period the stage of completion 
is measured by reference to the contract costs incurred up to the balance sheet date as a percentage of total estimated costs for each 
contract costs incurred in the year in connection with future activity on a contract are excluded from contract costs in determining the 
stage of completion they are presented as inventories prepayments or other assets depending on their nature
the group presents as an asset the gross amount due from customers for contract work for all contracts in progress for which costs 
incurred plus recognised profits less recognised losses exceed progress billings progress billings not yet paid by customers and 
retention are included within ‘trade and other receivables’
the group presents as a liability the gross amount due to customers for contract work for all contracts in progress for which progress 
billings exceed costs incurred plus recognised profits less recognised losses
when the outcome of a contract cannot be estimated reliably contract revenue is recognised only to the extent of contract costs 
incurred that are likely to be recoverable
when the outcome of a construction contract can be estimated reliably and it is probable that the contract will be profitable contract 
revenue is recognised over the period of the contract when it is probable that total contract costs will exceed total contract revenue 
the expected loss is recognised as an expense immediately
revenue from maintenance contracts is recognised in the period the services are provided using a straightline basis over the term 
of the contract
2sdibackar07indd   25 08042008   170126 26
sdi group plc
annual report and accounts 2007
notes to the consolidated financial information continued
 
2 accounting policies continued
p expenses 
i lease payments
payments made under operating leases are recognised in the income statement on a straightline basis over the term of the lease
minimum lease payments on assets held under finance leases are apportioned between the finance charge and the reduction of the 
outstanding liability the finance charge is allocated to each period during the lease term so as to produce a constant periodic rate 
of interest on the remaining balance of the liability
ii net financing costs
net financing costs comprise interest payable on borrowings interest receivable on cash and cash equivalents and foreign exchange 
gains and losses
interest income and expense is recognised in the income statement as it accrues using the effective interest method
q t ax ation 
income tax comprises current and deferred tax it is recognised in the income statement except to the extent that it relates to items 
recognised directly in equity in which case it is recognised in equity
current tax is the expected tax payable on taxable income for the year using tax rates enacted or substantively enacted at the balance 
sheet date and any adjustment to tax payable in respect of previous years
deferred tax is provided using the balance sheet liability method providing for temporary differences between the carrying amounts of 
assets and liabilities for financial reporting purposes and the amounts used for taxation purposes the amount of deferred tax provided 
is based on the expected manner of realisation or settlement of the carrying amount of the assets and liabilities using tax rates enacted 
or substantively enacted at the balance sheet date
a deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset 
can be utilised deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised
r segment reporting 
a segment is a distinguishable component of the group that is engaged in providing products or services business segment or in 
providing products or services within a particular economic environment geographical segment which is subject to risks and rewards 
that are different from those of other segments
s financial risk management 
the overall aim of the group financial risk management policies is to minimise potential adverse effects on financial performance and net 
assets in the course of its business the group is exposed primarily to foreign exchange risk liquidity risk and credit risk interest rate risk is 
not considered significant as the group does not have any liabilities that accrue interest and interest income on bank deposits is not material
the group manages the principal financial risks within policies and operating parameters approved by the board of directors 
the group does not enter into speculative transactions
i f oreign currency risk
the group operates domestically and overseas and also has investments in overseas entities the group does not currently hedge its 
cash flows or investments in overseas entities as the directors do not believe this to be appropriate given the low materiality of the items 
involved but this is continually under review and may change depending on the group’s currency exposure and economic conditions
ii liquidity risk
the group’s policy on liquidity risk is to ensure that sufficient cash is available to fund ongoing operations without the need to carry 
significant net debt where appropriate financing can be negotiated assets may be purchased under finance lease arrangements 
the extent of this financing is not considered material 
iii credit risk
credit risk arises on financial instruments such as trade receivables policies and procedures exist to ensure that customers have an appropriate 
credit history and appropriate billing schedules for longterm contract work are agreed in order to mitigate the risks on this business activity 
overall the group considers that it is not exposed to a significant amount of credit risk
2sdibackar07indd   26 08042008   170126 sdi group plc
annual report and accounts 2007 27
 
2 accounting policies continued
t exceptional items 
exceptional items are events or transactions that fall within the activities of the group and which by virtue of their size or incidence have 
been disclosed in order to improve a reader’s understanding of the financial statements
u forthcoming accounting standards
recent amendments to accounting standards and interpretations effective for the purposes of this financial information but not relevant 
to the activities of the group are as follows
b ias 19 amendment employee benefits
b ias 21 amendment net investment in a foreign operation
b ias 39 amendment cash flow hedge accounting of forecast intragroup transactions
b ias 39 amendment the fair value option
b ias 39 and ifrs 4 amendment financial guarantee contracts
b  ifrs 1 amendment firsttime adoption of international financial reporting standards and ifrs 6 amendment exploration 
for and evaluation of mineral resources
b ifrs 6 exploration for and evaluation of mineral resources
b ifric 4 determining whether an arrangement contains a lease
b ifric 5 rights to interests arising from decommissioning restoration and environmental rehabilitation funds 
b ifric 6 liabilities arising from participating in a specific market – waste electrical and electronic equipment
b ifric 7 applying the restatement approach under ias 29
b ifric 8 scope of ifrs 2 and
b ifric 9 reassessment of embedded derivatives
a number of forthcoming standards and interpretations will be effective for years commencing after 1 december 2007
accounting standards which are not yet mandatory and not early adopted
b  ifrs 7 ‘financial instruments disclosures’ and the complementary amendment to ias 1 ‘presentation of financial statements – 
capital disclosures’ will be mandatory for periods commencing on or after 1 january 2007 this standard replaces ias 30 and the 
disclosure requirements in ias 32 and locates in one place all disclosures relating to financial instruments the new requirements 
incorporate many of ias 32’s disclosures as well as additional qualitative and quantitative disclosures on the risks arising from 
financial instruments as this standard affects disclosure rather than measurement the directors expect that the adoption of the 
standard will have no material effect on the financial results or position of the group 
b  ifrs 8 ‘operating segments’ effective 1 january 2009 ifrs 8 replaces ias 14 and aligns segment reporting with the requirements of the 
us standard sfas131 ‘disclosures about segments of an enterprise and related information’ the new standard requires a ‘management 
approach’ under which segment information is presented on the same basis as that used for internal reporting purposes the group 
will apply ifrs 8 from 1 december 2010 the expected impact is still being assessed in detail by management but no significant 
changes are expected
b  ifric 11 ‘ifrs 2 – group and treasury share transactions’ effective for periods beginning on or after 1 march 2007 clarifies how 
sharebased payment charges should be calculated where employees of a subsidiary receive the shares of a parent ifric 11 
also addresses the accounting for sharebased payment transactions involving two or more entities within one group the directors 
expect the adoption of this interpretation to have no material impact on the financial statements
2sdibackar07indd   27 08042008   170126 28
sdi group plc
annual report and accounts 2007
notes to the consolidated financial information continued
 
2 accounting policies continued
interpretations to existing standards that are not yet effective and not relevant for the group’s operations 
the following interpretations to existing standards have been published that are mandatory for accounting periods beginning after 
1 november 2007 or later but are not relevant for the group’s operations
b ifric 10 interim financial reporting and impairment
b ifric 12 service concession arrangements
b ifric 13 customer loyalty programmes
b ifric 14 ias 19 – the limit on a defined benefit asset minimum funding requirements and their interactions and
b ias 23 amendment borrowing costs
3 segmental information
segment information is presented in respect of the group’s geographical and business segments the primary format geographical 
segments is based on the geographical location of the assets generating the revenue
geographical segments
the business operates in three main geographical areas being north america usa and canada south america chile and 
europe united kingdom holland germany italy france and spain
business segments
the group operates in only one business segment the group’s equity associates operate in the same business as the group and 
therefore the group’s share of the net assets and net profit of associates is considered to be part of this single business segment 
purchases of goods and services are negotiated between segments on a costplus basis
revenue
      year ended year ended 
      30 november 30 november 
      2007 2006 
      £’000 £’000
geographical analysis by origin
north america      26753 23987
south america      1878 —
europe      18152 4888
      46783 28875
intersegment      5507 769
total      41276 28106
revenue
      year ended year ended 
      30 november 30 november 
      2007 2006 
      £’000 £’000
geographical analysis by destination
usa      23012 17636
south america      4427 3764
canada      509 1502
europe      17902 5817
central america      6 151
australia      927 5
      46783 28875
intersegment      5507 769
total      41276 28106
2sdibackar07indd   28 08042008   170126 sdi group plc
annual report and accounts 2007 29
 
3 segmental information continued
profit before ta x ation
      year ended year ended 
      30 november 30 november 
      2007 2006 
      £’000 £’000
geographical analysis by origin
north america      2501 1100
europe      1188 377
south america      311 —
associated undertakings based in south and central america      40 —
associated undertakings based in europe      200 246
total      4160 1723
assets 
      year ended year ended 
      30 november 30 november 
      2007 2006 
      £’000 £’000
geographical analysis by origin
north america      12355 13383
europe      27003 1688
south america      2693 —
associated undertakings based in south and central america      37 —
associated undertakings based in europe      — 701
total      42088 15772
liabilities 
      year ended year ended 
      30 november 30 november 
      2007 2006 
      £’000 £’000
geographical analysis by origin
north america      3585 6128
europe      7895 1181
south america      560 —
associated undertakings based in south and central america      — —
associated undertakings based in europe      — —
total      12040 7309
2sdibackar07indd   29 08042008   170126 30
sdi group plc
annual report and accounts 2007
notes to the consolidated financial information continued
 
3 segmental information continued
capital expenditure
      year ended year ended 
      30 november 30 november 
      2007 2006 
      £’000 £’000
geographical analysis by origin
north america      112 96
south america      28 —
europe      425 29
total      565 125
depreciation and amortisation
      year ended year ended 
      30 november 30 november 
      2007 2006 
      £’000 £’000
geographical analysis by origin  
north america      101 92
south america      232 —
europe      545 27
total      878 119
4 revenue
      year ended year ended 
      30 november 30 november 
      2007 2006 
      £’000 £’000
construction contract revenue      38611 27874
maintenance revenue      2665 232
      41276 28106
5 net finance income
      year ended year ended 
      30 november 30 november 
      2007 2006 
      £’000 £’000
interest expense      60 1
      60 1
interest income  
bank balances      231 168
      231 168
net finance income      171 167
2sdibackar07indd   30 08042008   170127 sdi group plc
annual report and accounts 2007 31
 
6 operating profit on ordinary activities before ta x ation
profit on ordinary activities before taxation is stated after charging
      year ended year ended 
      30 november 30 november 
      2007 2006 
      £’000 £’000
depreciation of owned tangible fixed assets      192 114
amortisation of intangible fixed assets      8 5
staff costs see note 7      8491 5109
administrative expenses – exceptional items  
 – amortisation charge of backlog and sales pipeline intangible assets from business combinations   678 —
 – costs of listing       393 —
 – share options see note 23      28 338
operating lease rentals – property      404 298
operating lease rentals – plant and machinery      229 324
on acquisition of the subsidiary companies the ongoing contracts and the estimated value of the sales pipeline were valued at £852000 this is amortised over 
the life of the contracts which is 0–2 years and is nonrecurring 
 these costs were incurred in connection with the group reorganisation and admission to the aim market of the london stock exchange
services provided by the group’s auditor and network firms
during the year the group obtained the following services from the group’s auditors at costs as detailed below
      year ended year ended 
      30 november 30 november 
      2007 2006 
      £’000 £’000
audit services
 – audit of the company and consolidated financial statements      70 38
 – audit of the company’s subsidiaries pursuant to legislation      29 —
other services
 – tax services      142 —
 – listing services      347 —
      588 38
7 staff numbers and costs
the average number of persons employed by the group including executive directors during the year was as follows
      year ended year ended 
      30 november 30 november 
      2007 2006
total number of employees      374 207
the areas of the business where these people were employed were as follows
      year ended year ended 
      30 november 30 november 
      2007 2006
engineering      319 182
selling and distribution      25 13
administration      30 12
      374 207
2sdibackar07indd   31 08042008   170127 32
sdi group plc
annual report and accounts 2007
notes to the consolidated financial information continued
 
7 staff numbers and costs continued
the aggregate payroll costs of these persons were as follows
      year ended year ended 
      30 november 30 november 
      2007 2006 
      £’000 £’000
wages and salaries      7599 4379
social security costs      739 388
share options granted to employees      28 338
pensions      125 4
      8491 5109
8 directors’ emoluments
emoluments paid by the group to the directors were
year ended 30 november 2006
     pension   
    remuneration  contributions   
    and benefits  to defined   
    for executive contribution share  
     services scheme options  t otal 
    £’000 £’000 £’000 £’000
d de sanctis    184 — — 184
m adams    97 1 — 98
    281 1 — 282
year ended 30 november 2007
      pension   
    remuneration  contributions   
    and benefits  to defined   
    for executive contribution share  
     services scheme options  t otal 
    £’000 £’000 £’000 £’000
m mcmenemy    35 — — 35
g smith    173 — — 173
g pyle    157 — 20 177
m adams    118 1 — 119
d de sanctis    105 — — 105
r arkle    12 — — 12
    600 1 20 621
 included in the remuneration are fees paid to the directors by the group since their appointment to sdi industries inc as the deemed acquirer or sdi group plc 
taking the earliest date they are disclosed including fees paid by companies prior to their acquisition on 2 july 2007 no employees other than the directors 
were identified as key management
2sdibackar07indd   32 08042008   170127 sdi group plc
annual report and accounts 2007 33
 
9 income tax expense
      year ended year ended 
      30 november 30 november 
      2007 2006 
      £’000 £’000
current tax
corporation tax on profits of the year      958 686
over provision previous years      — 59
total current tax      958 627
deferred tax
origination and reversal of timing differences      309 45
total deferred tax charge      309 45
tax on profits on ordinary activities      1267 672
the differences between the profit for the year at the standard rate of corporation taxation of 30 2006 367 and the current taxation 
charge are detailed below
      year ended year ended 
      30 november 30 november 
      2007 2006 
      £’000 £’000
profit on ordinary activities before tax      4160 1723
profit on ordinary activities at the standard tax rates 300 2006 367     1248 633
effects of
income not subject to tax      73 91
expenses not deductible for tax purposes      272 49
tax rate on overseas profits      208 16
california enterprise tax credit      388 —
permanent difference share option compensation charge      — 124
over provision previous years      — 59
total current tax charge      1267 672
the decrease in the effective tax rate is due to the change in the mix of country tax rates the 2006 comparatives are based 
on sdi industries inc due to the reverse acquisition accounting in 2007 the group is uk based and has a number of european 
subsidiaries most of which have an equal or lower tax rate than the 2006 average
2sdibackar07indd   33 08042008   170127 34
sdi group plc
annual report and accounts 2007
notes to the consolidated financial information continued
 
10 earnings per share
a basic
basic earnings per share is calculated by dividing the profit attributable to equity holders of the company by the weighted average 
number of ordinary shares in issue during the year
       year ended 
      year ended 30 november 
      30 november 2006 
      2007 restated
profit attributable to equity holders in £’000      2854 950
weighted average number of ordinary shares in issue 000’s      75638 53879
basic earnings per share in £      004 002
b diluted
diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume 
conversion of all dilutive potential ordinary shares the company has one dilutive potential ordinary share share options a calculation 
is done to determine the number of shares that could have been acquired at fair value based on the monetary value of the subscription 
rights attached to outstanding options the number of shares calculated as above is compared with the number of shares that would 
have been issued assuming the exercise of the share options as the average share price in 2007 is less than the option price there is 
no dilutive effect
       year ended 
      year ended 30 november 
      30 november 2006 
      2007 restated
profit attributable to equity holders in £’000      2854 950
weighted average number of ordinary shares in issue 000’s      75638 53879
adjustment for share options 000’s      — 565
weighted average number of ordinary shares for diluted earnings per share 000’s    75638 54444
diluted earnings per share in £      004 002
2sdibackar07indd   34 08042008   170127 sdi group plc
annual report and accounts 2007 35
 
11 property  plant and equipment
    fixtures    
     fittings    
  improvements plant and tools and motor demonstration  
   to property machinery equipment vehicles assets t otal 
  £’000 £’000 £’000 £’000 £’000 £’000
cost
at 1 december 2005  110 839 623 592 — 2164
additions  — 67 10 45 — 122
disposals  — — — 140 — 140
exchange differences  14 102 74 67 — 257
at 30 november 2006  96 804 559 430 — 1889
acquisition of subsidiaries note 28  57 146 277 17 107 604
additions  19 91 101 64 290 565
disposals  — 2 2 40 — 44
exchange differences  9 58 47 18 14 146
at 30 november 2007  163 981 888 453 383 2868
depreciation
at 1 december 2005  110 808 530 461 — 1909
charge for the year  — 12 42 60 — 114
disposals  — — — 140 — 140
exchange differences  14 99 67 60 — 240
at 30 november 2006  96 721 505 321 — 1643
charge for the year  15 45 74 58 — 192
disposals  — — 2 22 — 24
exchange differences  6 43 27 17 — 93
at 30 november 2007  105 723 550 340 — 1718
net book value
at 30 november 2006  — 83 54 109 — 246
at 30 november 2007  58 258 338 113 383 1150
no depreciation has been taken on demonstration equipment because the equipment is under construction
2sdibackar07indd   35 08042008   170127 36
sdi group plc
annual report and accounts 2007
notes to the consolidated financial information continued
 
12 intangible fixed assets
       
   computer backlog    
   software and and sales goodwill on development  
   licences pipeline acquisitions costs t otal 
  note £’000 £’000 £’000 £’000 £’000
cost      
at 1 december 2005   14 — — — 14
additions   3 — — — 3
at 30 november 2006   17 — — — 17
additions   — — — 375 375
acquisitions  28 46 852 14570 — 15468
disposals   8 — — — 8
exchange differences   3 — 23 12 14
at 30 november 2007   58 852 14593 363 15866
amortisation       
at 1 december 2005   12 — — — 12
amortisation for the year   5 — — — 5
exchange differences   2 — — — 2
at 30 november 2006   15 — — — 15
amortisation for the year   8 678 — — 686
disposals   3 — — — 3
exchange differences   2 — — — 2
at 30 november 2007   22 678 — — 700
net book value
at 30 november 2006   2 — — — 2
at 30 november 2007   36 174 14593 363 15166
amortisation of the development costs will commence once the project is completed
the goodwill has been provisionally allocated to the group’s cashgenerating units cgus according to geographical segment further 
allocation within the european segment could not be completed at this time due to the cross ownership of the subsidiaries in that segment 
in accordance with ias 36 ‘impairment of assets’ this allocation will be completed by the end of the next fiscal period the goodwill was 
acquired on 2 july 2007 as disclosed in notes 22 and 28 the calculations for the value in use for the provisional allocation is based on 
a discounted cash flow over a five year period at a discount rate of 8 which is considered to be the group’s expected cost of borrowing 
the key assumption in the value in use calculation is the estimated growth which is in line with management’s expectations for the group
segment level goodwill is £1808000 2006 £nil in south america and £12785000 2006 £nil in europe
the directors have concluded that there has been no impairment loss against goodwill for the year ended 30 november 2007
2sdibackar07indd   36 08042008   170127 sdi group plc
annual report and accounts 2007 37
 
13 investments in associates
       £’000
cost 
at 1 december 2005       420
share of profit       246
movement in reserves       52
exchange difference       17
at 30 november 2006       701
share of profit       160
movement in reserves       15
acquisition of associates to subsidiaries       888
acquisition of associate       77
exchange difference       2
at 30 november 2007       37
the result of the group’s associates all of which are unlisted and draw up local financial statements to 31 december sdi logistica 
or 30 november aisl do brasil and their assetsincluding goodwill and liabilities are set out in the following table the revenues 
and profitloss included in the tables below for sdi logistica and aisl do brasil are from the dates of acquisition 1 december 2007 
and 2 july 2007 respectively the directors are of the opinion that the result for sdi logistica and the net assets of the group would 
not have been materially different had the associate prepared accounts to 30 november
aisl do brasil  sdi logistica are not material to the group and are accounted for as associates 
during the year the group acquired the entire shareholding in the former associates msm automations gmbh  sdi promech bv 
and sdigreenstone ltd as disclosed in note 28 the amounts presented in the following table are therefore the balance sheet values 
on 2 july 2007 and revenues and profits from 1 december 2007 to 2 july 2007 in the prior year the group’s associates all of which 
were unlisted drew up local statutory financial statements to 31 december msmautomations gmbh  co kg and sdi promech b v 
or 31 march sdigreenstone limited the directors were of the opinion that the results for msm automations gmbh and co kg 
and sdi promech bv and net assets of the group would not have been materially different had the associates prepared accounts 
to 30 november sdigreenstone limited’s results were prorated to include the appropriate proportion of profit for the year ended 
30 november
2sdibackar07indd   37 08042008   170127 38
sdi group plc
annual report and accounts 2007
notes to the consolidated financial information continued
 
13 investments in associates continued
      profit  interest 
  country of  liabilities revenues loss  held 
name  incorporation assets £’000 £’000 £’000 £’000
31 december 2007
sdi logistica  mexico 59 28 258 12 600
30 november 2007
aisl do brasil  brazil 58 38 — 63 900
2 july 2007      
msmautomations 
gmbh  co kg  germany 2032 1498 2001 181 278
sdi promech bv  holland 1350 806 1390 169 330
sdigreenstone ltd  uk 8182 5440 5825 489 200
31 december 2006      
msmautomations gmbh  co kg  germany 1801 1226 2414 263 278
sdi promech bv  holland 1931 1556 3407 103 330
31 march 2007      
sdigreenstone limited  uk 6357 3829 21765 1067 200
the associated undertakings have no significant contingent liabilities
14 availableforsale financial assets
       unlisted 
       investments 
       £’000
cost 
at 1 december 2005       55
exchange differences       6
at 30 november 2006       49
reclassifications from other assets       41
disposals       15
exchange differences       3
at 30 november 2007       72
included within unlisted investments are the group’s holdings in the following private companies
      country of  
name      incorporation  ownership
sdi industries chile sa      chile 60
green  associates llc      us 50
alembic vine      us 2
sdi industries chile sa is a dormant company green  associates llc’s activities are immaterial in the context of the group’s operations
2sdibackar07indd   38 08042008   170127 sdi group plc
annual report and accounts 2007 39
 
15 inventories
      as at as at 
      30 november 30 november 
      2007 2006 
      £’000 £’000
raw materials and consumables      2219 1042
work in progress      29 245
finished goods      39 —
      2287 1287
the cost of inventories recognised as expense and included in ‘cost of sales’ amounted to £13087000 2006 £14163000
inventories were written down by £nil 2006 £nil
16 trade and other receiv ables
      as at as at 
      30 november 30 november 
      2007 2006 
      £’000 £’000
trade receivables      8422 5701
related company receivables      167 22
amounts due from customers for contract work      2707 940
other receivables      704 96
calledup share capital not paid      — 152
loans to related parties      19 365
prepayments      339 83
      12358 7359
the loans to related parties are unsecured noninterest bearing and have no fixed terms of repayment trade receivables include 
retentions of £1597000 2006 £465000
17 cash and cash equiv alents
      as at as at 
      30 november 30 november 
      2007 2006 
      £’000 £’000
bank balances      10137 6019
2sdibackar07indd   39 08042008   170127 40
sdi group plc
annual report and accounts 2007
notes to the consolidated financial information continued
 
18 trade and other payables
      as at as at 
      30 november 30 november 
      2007 2006 
      £’000 £’000
current liabilities
trade payables      6423 4114
related company payables      75 1079
advances received for contract work      1533 1352
social security and other taxes      799 245
accruals      1997 497
other liabilities      10 1
      10837 7288
19 deferred ta x ation
deferred taxation assets and liabilities have been calculated based upon the expected rates at which these amounts would reverse 
deferred taxation assets and liabilities and the movement in these over the year are detailed below
deferred taxation liabilitiesassets provided comprise
    short term accelerated   
    timing capital enterprise  
    differences allowances zone credit t otal 
   note £’000 £’000 £’000 £’000
at 30 november 2005    190 18 — 172 
chargedcredited to the income statement    54 9 — 45
exchange differences    20 2 — 18
at 30 november 2006    116  7 — 109
chargedcredited to the income statement    547 137 375 309
exchange differences    25 — 15 10
acquired on business combinations   28 267 — — 267
at 30 november 2007    673 144 360 457
there are no unprovided deferred taxation assets or liabilities
2sdibackar07indd   40 08042008   170127 sdi group plc
annual report and accounts 2007 41
 
20 called up share capital
      number of ordinary 
      ordinary shares shares 
      thousands £’000
at 1 december 2005      6250 8909
exercise of share options      253 13
at 30 november 2006      6503 8922
reverse acquisition conversion      93497 7922
issue of ordinary shares      6100 61
at 30 november 2007      106100 1061
the comparative share capital on the consolidated balance sheet is that of sdi industries inc as at 30 november 2006 sdi industries inc 
had 10000000 authorised ordinary shares with a nil par value of this 6503000 ordinary shares were issued and the called up share capital 
was £8922000 as at 30 november 2007 there are no unpaid issued shares 2006 343000 amounts receivable from shareholders 
in respect of these unpaid shares total £nil 2006 £152000
the reverse acquisition conversion brings the share capital of sdi industries inc in alignment with sdi group plc’s share capital
details of the issue of ordinary shares are included in note 9 to the company financial statements
21 reserves
i retained earnings
      2007 2006 
      £’000 £’000
at 1 december      11430 10823
retained profit for the year       2854 950
dividends paid      725 343
at 30 november      13559 11430
the comparative retained earnings on the consolidated balance sheet is that of sdi industries inc as at 30 november 2006
offset within retained earnings is an amount of £3519000 2006 £3519000 representing the cost of own shares held 
during 2007 a dividend was paid before the reverse acquisition of £011 per share totalling £725000 2006 £006p per share totalling £343000
ii share premium
      2007 2006 
      £’000 £’000
at 1 december      — —
issue of new shares      50706 —
issue cost on share placing      1323 —
reverse acquisition conversion      46775 —
at 30 november      2608 —
in accordance with ifrs 3 ‘business combinations’ the group’s share premium reflects sdi group plc’s equity structure further details 
on the movements in share premium can be found in note 10 to the company financial statements
2sdibackar07indd   41 08042008   170127 42
sdi group plc
annual report and accounts 2007
notes to the consolidated financial information continued
 
21 reserves continued
iii other reserves
     other   reverse  
  share other  reserves – translation acquisition  
  options reserves associates reserve reserve t otal 
  £’000 £’000 £’000 £’000 £’000 £’000
at 1 december 2005  — 11606 278 167 — 11495
share of movement in associates’ other reserves  — — 52 — — 52
currency translation differences  — — — 993 — 993
share options granted  338 — — — — 338
at 30 november 2006  338 11606 330 1160 — 12098
reverse acquisition conversion  338 11606 315 — 18359 29312
currency translation differences  — — — 409 — 409
merger acquisition note 28  — 3998 — — — 3998
share of movement in associates’ other reserves  — — 15 — — 15
share options granted  28 — — — — 28
at 30 november 2007  28 3998 — 1569 18359 12820
included in other reserves is £11606000 2006 £11606000 that represents the consideration to shareholders in excess of basis 
arising on a recapitalisation transaction dated 20 july 1990
22 minority interest
      2007 2006 
      £’000 £’000
at 1 december      209 110
retained profit for the year       39 101
acquisition of minority interests      251 —
currency translation differences      3 2
at 30 november       — 209
minority interests in sarl sdi industries france of 35 and sdi industries italia srl 33 amounting to £191000 were purchased for 
£1794000 including £65000 of acquisition costs resulting in goodwill of £1603000 the remaining minority interests were purchased 
in the acquisition of sdigreenstone limited disclosed in note 28
2sdibackar07indd   42 08042008   170127 sdi group plc
annual report and accounts 2007 43
 
23 share options
share options are granted to directors and to selected employees all options are equity settled the exercise price of all granted 
options in 2007 is £049 options awarded are exercisable as described below movements in the number of share options outstanding 
are as follows
      2007 2006 
      number  number 
      of options of options 
      thousands thousands
at 1 december      — 153
granted      2211 100
exercised      — 253
at 30 november      2211 —
options outstanding in 2006 relate to sdi industries inc options exercised in 2006 resulted in 253000 sdi industries inc shares issued 
at 006p each 
the 100000 share options in sdi industries inc were granted on 1 february 2006 and were exercised on 1 october 2006 the fair 
value of the options granted in 2006 was £338000 the fair value of the options was determined using the blackscholes valuation 
model the significant inputs of the model were share price of £346 at grant date exercise price of £006 volatility of 03770 expected 
option life of one year and annual risk free rate of 5 the volatility was estimated based on the average volatility of listed companies 
in the same sector as the group
there were no options exercised in 2007 2006 253000 shares being issued at 006p each no options were exercisable at 
30 november 2007
the 2211000 options outstanding at 30 november 2007 were granted as follows
  25 june 25–30 june 25 june 30 june 25 june 30 june
grant date   2007 2007 2007 2007 2007 2007
share price at grant date  £049 £049 £049 £049 £049 £049
exercise price  £049 £049 £049 £049 £049 £049
number of options originally granted  428571 835000 428571 45000 428571 45000
vesting period  37 yrs 3 yrs 27 yrs 2 yrs 17 yrs 1 yrs
expected volatility
i
  15 15 15 15 15 15
contractual option life  10 yrs 10 yrs 10 yrs 10 yrs 10 yrs 10 yrs
expected life  37 yrs 3 yrs 27 yrs 2 yrs 17 yrs 1 yrs
riskfree rate  50 50 50 50 50 50
expected dividend yield  0 0 0 0 0 0
expected forfeitures  0 0 0 0 0 0
fair value per option  £010 £009 £008 £007 £006 £004
i  the expected volatility is estimated based on the volatility of the share price since listing bench marked against the volatility of competitors in the same market  
the history of sdi group was felt to be unrepresentative because it was a short period so a rate of 15 was used the expected life is considered to be equal 
to the vesting period the riskfree rate of return is the yield on zerocoupon uk government bonds of a term consistent with the expected option life
  these options are subject to the rules of the share option plan and the requirements noted below each of these options were exercisable on the attainment 
of a specified earnings per share target for the preceding year 
options are not exercisable later than midnight on the day before the tenth anniversary of the date of grant no options have been 
granted to or exercised by directors between the balance sheet date and the date of approval of the financial statements options were 
granted at no cost to the directors at 30 november 2007 the market price of the company’s shares was 50p and the range during the 
year was 49p to 60p
the total fair value of the share options is £186000 which is recognised as an expense over the vesting period at 30 november 2007 
£28000 has been recognised as an expense
2sdibackar07indd   43 08042008   170127 44
sdi group plc
annual report and accounts 2007
notes to the consolidated financial information continued
 
24 financial instruments
the group has no derivative financial instruments and does not hedge its investments in overseas entities disclosures in relation to the 
group’s nonderivative financial instruments are set out below
shortterm receivables and payables
shortterm receivables and payables have been excluded from the fair value disclosures as the carrying value is considered to be an 
appropriate approximation to fair value
interest rate risk profile of financial assets and liabilities
the group has no financial liabilities as all the group’s creditors falling due within one year do not meet the definition of a financial liability
the interest rate risk profile of the group’s financial assets for the year was
financial assets
the group has no financial assets which earn interest other than cash 
borrowing f acilities
the group has no undrawn committed borrowing facilities in any of the years presented
25 cash flow generated from operations
      as at as at 
      30 november 30 november 
      2007 2006 
      £’000 £’000
profit before income tax      4160 1723
adjustments for
amortisation of intangible assets      686 5
depreciation of tangible fixed assets      192 114
share options granted to employees      28 338
gain on the sale of investments      87 —
loss on the disposal of plant property and equipment      20 —
loss on the disposal of intangible assets      5 —
interest expense      60 1
interest income      231 168
share of profit from associates      160 246
changes in working capital
decrease in inventories      382 121
decreaseincrease in trade and other receivables      5325 1171
decreaseincrease in trade and other payables      7147 2481
total net cash flow generated from operations      3233 3198
aggregate cash flows arising from business combinations are presented separately on the face of the cash flow statement and are 
classified as investing activities in accordance with ias 7 ‘cash flow statements’ therefore movements in working capital included 
within operating cash flows and presented above exclude working capital changes arising from business combinations
2sdibackar07indd   44 08042008   170127 sdi group plc
annual report and accounts 2007 45
 
26 operating lease commitments
the future minimum lease payments in respect of noncancellable leases for property plant and machinery are as follows 
      as at as at 
      30 november 30 november 
      2007 2006 
      £’000 £’000
expiring within  
one year      574 240
two to five years      1608 954
more than five years      233 249
      2415 1443
the group leases office and workshop facilities in various locations under noncancellable operating lease agreements the leases 
have varying terms escalation clauses and renewal rights
the group also leases various plant and machinery under cancellable operating lease agreements the lease expenditure charged 
to the income statement during the year is disclosed in note 6
27 contracts in progress
the total effect of contracts in progress at the year end is as follows
      as at as at 
      30 november 30 november 
      2007 2006 
      £’000 £’000
aggregate amount of revenues incurred      19501 14565
aggregate amount of costs incurred      14264 10328
aggregate amount of profits recognised      5237 4237
there were 92 contracts in progress at 30 november 2007 2006 21
2sdibackar07indd   45 08042008   170127 46
sdi group plc
annual report and accounts 2007
notes to the consolidated financial information continued
28 business combinations
on 2 july 2007 sdi group plc exchanged 53879250 shares for 100 of the voting shares of sdi industries inc a privately held 
us based company the acquisition was accounted for as a reverse acquisition in accordance with ifrs 3 ‘business combinations’ 
using the purchase method whereby sdi industries inc was the ‘acquirer’ and sdi group plc the ‘acquiree’ comparative information 
in the financial statements of the group for 2006 are those of sdi industries inc only the directors consider comparison with the 
proforma information in note 30 to provide a more complete picture or perspective of the combined group’s operations to the 
shareholders on 2 july 2007 sdi group plc also acquired the following companies
     country of  shares  
name     incorporation  acquired exchanged
msmautomations gmbh  co kg     germany 333 1707846
sdi promech bv     holland 333 1024850
sdigreenstone limited
1    
 uk 80 19356372
real time integration inc
1
 united states 100 10825600
sdigreenstone iberia sl     spain 100 3023160
asesorias ingenieria y sistemas logisticos sa     chile 100 4102933
sdi industries italia srl
2    
 italy 33 1015476
sdi industries france sas
2    
 france 35 2513046
1 
 
sdigreenstone limited held a shareholding of 333 in sdi promech bv 278 in msm automations gmbh  co kg 14 of sdi industries italia srl and 10 
of sdi industries france sas real time integration inc held an 111 shareholding in msmautomations gmbh cokg
2 
 
sdi industries italia srl and sdi industries france sas were already subsidiaries of sdi industries inc and are therefore not accounted for in the information 
below but as an acquisition of a minority interest note 22
on completion of the acquisitions the group holds 100 of the companies listed above
all companies consult design manufacture and integrate systems to retail wholesale fulfilment and ecommerce industries for all 
aspects of distribution centre materials handling the acquired businesses contributed revenues of £12315000 and profit before tax 
after the amortisation of the backlog and contract pipeline of £975000 to the group for the period 2 july 2007 to 30 november 2007 
all companies except for real time integration inc have been accounted for using the purchase method of accounting in accordance 
with ifrs 3 ‘business combinations’ real time integration inc was under common control with sdi industries inc as the voting 
power on real time integration inc’s board of directors was held by the executives of the board of sdi industries inc therefore 
ifrs 3 has not been applied and predecessor accounting has been used real time integration inc was purchased for £5305000 
plus acquisition costs of £50000 net assets with a book value of £1357000 were acquired as below and the difference between 
the purchase price and the net assets has been recorded to reserves the assets and liabilities as of 2 july 2007 arising from the 
acquisition of real time integration inc are as follows
       acquiree’s  
       carrying  
       amount
cash and cash equivalents       331
property plant and equipment       36
investment in associates       59
trade and other receivables       1693
trade and other payables       762
net assets       1357
2sdibackar07indd   46 08042008   170127 sdi group plc
annual report and accounts 2007 47
 
28 business combinations continued
detail of the cash flow effect of the acquisition of real time intergration inc is as follows
      note £’000
purchase consideration settled in cash       50
cash and cash equivalents in subsidiaries acquired       331
cash inflow from acquisitions       281
details of net assets acquired and goodwill are as follows
       £’000
purchase consideration
 – fair value of shares issued       15320
 – direct costs relating to the acquisition       579
total purchase consideration       15899
fair value of net assets acquired       3310
goodwill      12 12589
the goodwill is attributable to the workforce of the acquired businesses
goodwill is determined provisionally on these business combinations ifrs 3 allows twelve months for the finalisation of the goodwill 
calculation in order to adjust for estimates such as taxation management do not expect any significant changes
detail of the cash flow effect of the acquisitions is as follows
       £’000
purchase consideration settled in cash       579
cash and cash equivalents in subsidiaries acquired       2280
cash inflow from acquisitions       1701
the total fair value of all the issued equity instruments of sdi group plc just prior to the merger was used as the basis for determining the 
cost of the combination because the fair value of sdi industries inc shares as a privately held company was not readily determinable 
2sdibackar07indd   47 08042008   170127 48
sdi group plc
annual report and accounts 2007
notes to the consolidated financial information continued
 
28 business combinations continued
the assets and liabilities as of 2 july 2007 arising from the acquisition of sdigreenstone limited are as follows
       acquiree’s  
      fair carrying  
      value amount
cash and cash equivalents      1431 1431
property plant and equipment      358 358
intangible assets      702 13
investment in associates      389 389
inventories      242 242
trade and other receivables      5737 5737
trade and other payables      5440 5440
deferred tax      195 12
net assets      3224 2742
minority interests      645 
net assets acquired      2579 
purchase consideration      9843 
the fair value of the intangible assets includes £689000 for the valuation of the backlog and sales pipeline as 80 was acquired this 
is capitalised at £551000 the minority interest is held by sdi industries inc
the assets and liabilities as of 2 july 2007 arising from the acquisition of sdigreenstone iberia sl sdi promech bv msmautomations 
gmbh  co kg and sdi group plc are summarised as they are not individually considered material
       acquiree’s  
      fair carrying  
      value amount
cash and cash equivalents      493 493
property plant and equipment      103 103
intangible assets      451 411
inventories      1119 1119
trade and other receivables      2778 2778
trade and other payables      3744 3744
deferred tax liabilities      36 24
net assets      1164 1136
minority interests      715 
net assets acquired      449 
purchase consideration       2927
the fair value of the intangible assets includes £40000 for the valuation of the backlog and sales pipeline
the minority interests are held by sdi industries inc and sdigreenstone limited
2sdibackar07indd   48 08042008   170127 sdi group plc
annual report and accounts 2007 49
 
28 business combinations continued
the assets and liabilities as of 2 july 2007 arising from the acquisition of asesorias ingenieria y sistemas logisticos sa is as follows
       acquiree’s 
      fair  carrying  
      value amount
cash and cash equivalents      356 356
property plant and equipment      107 107
intangible assets      261 —
investment in associates      77 77
inventories      21 21
trade and other receivables      150 150
trade and other payables      612 612
deferred tax liabilities      78 —
net assets      282 99
minority interests      — 
net assets acquired      282 
purchase consideration       2086 
the fair value of the intangible assets includes £261000 for the valuation of the backlog and sales pipeline
in addition to the above acquisitions a purchase of trade from sdigreenstone bv holland was made for £1043000 including £38000 
of costs resulting in £1043000 of goodwill through issuing 2051466 shares 
there were no acquisitions in the year ended 30 november 2006
29 related party transactions
the following transactions were carried out with related parties
i sales of goods and services
      year ended year ended 
      30 november 30 november 
      2007 2006 
      £’000 £’000
associates      428 176
entities controlled by key management personnel      1 151
      429 327
sales of goods and services are negotiated with related parties on a costplus basis allowing a margin ranging from 0 to 50 
the entities controlled by key management personnel are various companies controlled by mr d de sanctis and mr g smith directors 
of the group during the period
 
2sdibackar07indd   49 08042008   170127 50
sdi group plc
annual report and accounts 2007
notes to the consolidated financial information continued
 
29 related party transactions continued
ii purchases of goods and services
      year ended year ended 
      30 november 30 november 
      2007 2006 
      £’000 £’000
associates      244 483
entities controlled by key management personnel      527 2964
      771 3447
purchases of goods and services are negotiated with related parties on a costplus basis allowing a margin ranging from 0 to 50 
the entities controlled by key management personnel are various companies controlled by mr d de sanctis and mr g smith directors 
of the group during the period
iii yearend balances arising from salespurchases of good and services
      year ended year ended 
      30 november 30 november 
      2007 2006 
     note £’000 £’000
receivables from related parties     16
associates      91 10
entities controlled by key management personnel      76 12
      167 22
payables to related parties     18 
associates      — 60
entities controlled by key management personnel      75 1019
      75 1079
the receivables from related parties arise mainly from the sales transactions and are due under normal business terms the receivables 
are unsecured and bear no interest
the payables to related parties arise mainly from the purchase transactions and are due under normal business terms the payables 
are unsecured and bear no interest
iv loans to related parties
      year ended year ended 
      30 november 30 november 
      2007 2006 
      £’000 £’000
associates      — 53
entities controlled by key management personnel      19 209
directors      — 103
      19 365
the entities controlled by key management personnel are various companies controlled by mr d de sanctis and mr g smith executive 
directors of the group during the period 
the loans to related parties are unsecured noninterest bearing and have no fixed terms of repayment
2sdibackar07indd   50 08042008   170127 sdi group plc
annual report and accounts 2007 51
 
30 unaudited proforma information
as described in note 28 in accordance with ifrs 3 ‘business combinations’ the comparative information for the year ended 
30 november 2006 is that of sdi industries inc the current year results show the full year results for sdi industries inc which includes 
sarl sdi industries france and sdi italia srl as they were subsidiaries for the full 2006 and 2007 periods with midyear acquisitions 
of sdigreenstone limited sdi promech bv msmautomations gmbh  co kg real time integrations inc sdigreenstone iberia sl and 
asesorias ingeneria y sistemas logisticos sa the directors believe that this does not give a full view of the trading of the group 
consequently unaudited proforma information has been prepared for key financial information from the accounting records of all group 
companies to show aggregated financial information for the full year
    as at  as at as at 
    30 november  30 november 30 november 
    2007  2007 2006 
    audited adjustments
1
 unaudited unaudited
    £’000 £’000 £’000 £’000
revenue    41276 16241 57517 52728
cost of sales    30765 9767 40532 39070
gross profit    10511 6474 16985 13658
administration expenses    5583 3912 9495 9356
administrative expenses – exceptional items    1099 1099 — —
operating profit    3829 3661 7490 4302
financial income    231 70 301 291
financial expense    60 23 83 7
net finance income    171 47 218 284
share of profit of associates    160 200 40 —
profit before tax    4160 3508 7668 4586
1  this represents the inclusion of the seven months of trading for the companies acquired during the year and the consolidation of intercompany revenue 
the removal of associate income which is linked to companies that have been acquired and the removal of exceptional items which are not due to trading 
these exceptional items are explained in note 6
2 associate loss represents the group’s share of the loss of brazil and the profit of mexico for the financial year
2sdibackar07indd   51 08042008   170128 52
sdi group plc
annual report and accounts 2007
company balance sheet
as at 30 november 2007
       as at 
       30 november 
       2007 
      note £’000
fixed assets
tangible assets      4 11
investments      5 2676
       2687
current assets
debtors      6 204
cash at bank and in hand       1520
       1724
creditors amounts falling due within one year      7 191
net current assets       1533
net assets       4220
capital and reserves
called up share capital      9 1061
share premium      10 2608
other reserves      10 28
profit and loss account      10 523
total shareholders’ funds      11 4220
the company has taken an exemption under frs 1 ‘cash flow statements’ from publishing a cash flow statement
the company has elected to take the exemption under section 230 of the companies act 1985 not to present the parent company 
profit and loss account
the profit for the company for the 298 day period was £523000 
the notes on pages 53 to 57 are an integral part of these consolidated financial statements the financial statements on pages 52 to 57 
were approved by the board of directors on 26 march 2008 and were signed on its behalf by
gary pyle
director
2sdibackar07indd   52 08042008   170128 sdi group plc
annual report and accounts 2007 53
notes to the company financial information
1 general information
sdi group plc ‘the company’ was formed as a limited liability company under the name sdi group limited on 5 february 2007 
it reregistered as a public limited company on 25 june 2007 the company is a holding company for a group of companies that 
consult design manufacture and integrate systems to retail wholesale fulfilment and ecommerce industries for all aspects 
of distribution centre materials handling
the company is domiciled in the united kingdom the address of its registered office is 3 st mary’s court main street hardwick 
cambridgeshire cb23 7qs uk 
2 accounting policies 
a basis of preparation 
the company financial statements have been prepared under the historical cost convention and in accordance with applicable 
accounting standards in the united kingdom and the companies act 1985 
a summary of the more important accounting policies which have been reviewed by the board of directors in accordance with 
financial reporting standards ‘frs 18 ‘accounting policies’ and have been applied consistently is set out below
b fixed assets
i owned assets
fixed assets are stated at cost less accumulated depreciation and impairment losses see accounting policy on impairment
where parts of an item of fixed assets have different useful lives they are accounted for as separate items of fixed assets
ii depreciation
depreciation is provided on a straightline basis at rates calculated to write off the cost or valuation less estimated residual value 
of each asset over its expected useful life as follows
fixtures fittings tools and equipment – three years
the residual value if not insignificant and the useful economic life of the assets are reassessed annually
c investments
investments are stated at cost less any amount provided for to reflect a permanent diminution in value
d impairment
the need for any fixed asset impairment write down is assessed by comparison of the carrying value of the asset against the higher 
of realisable value and value in use
e tax ation
provision is made for deferred tax liabilities and assets using full provision accounting otherwise known as the incremental liability 
method when an event has taken place by the balance sheet date which gives rise to an increased or reduced tax liability in the future 
in accordance with frs 19 deferred tax is measured at the average tax rates that are expected to apply in the periods in which the 
timing differences are expected to reverse based on tax rates and laws that have been enacted or substantially enacted by the balance 
sheet date deferred tax is measured on a nondiscounted basis
f share based pa yment
the fair value of employee share plans is calculated using a blackscholes model in accordance with frs 20 ‘sharebased payment’ 
the resulting cost is charged to the income statement over the vesting periods of the plans the value of the charge is adjusted to reflect 
the expected and actual levels of options vesting
g foreign currency translation
assets and liabilities are translated into sterling at the rate of exchange ruling at the balance sheet date foreign currency trading 
transactions are translated at the rate ruling at the time of the transaction all foreign currency exchange differences are dealt with 
in the profit and loss account for the period
2sdibackar07indd   53 08042008   170128 54
sdi group plc
annual report and accounts 2007
notes to the company financial information continued
 
2 accounting policies continued
h financial instruments
the company does not have any financial instruments other than debtors creditors and cash due to the short term nature of these 
balances the company considers the fair value of these items equal to the carrying value
i operating leases
rental payments under operating leases are charged to the income statement on a straightline basis benefits received as an incentive 
to enter into an operating lease are also spread on a straightline basis over the term of the lease
j related party transactions
the company has taken advantage of the exemption available to parent companies under frs 8 ‘related party disclosures’ whereby 
transactions between group entities that have been eliminated on consolidation are not required to be disclosed 
3 staff numbers and costs
the average number of persons employed by the company including executive directors during the year was as follows
       298 day  
       period ended  
       30 november 
       2007
administration       3
the aggregate payroll costs of these persons were as follows
       298 day  
       period ended  
       30 november 
       2007 
       £’000
wages and salaries       267
social security costs       32
share options granted to employees       28
pensions       —
       327
for directors’ emoluments see note 8 to the consolidated financial statements
4 tangible fixed assets
       fixtures  
       fittings  
       tools and  
       equipment 
       £’000
cost  
at 5 february 2007       —
additions       14
at 30 november 2007       14
amortisation     
at 5 february 2007       —
amortisation for the year       3
at 30 november 2007       3
net book value 
at 30 november 2007       11
2sdibackar07indd   54 08042008   170128 sdi group plc
annual report and accounts 2007 55
 
5 fixed asset investments
       £’000
at 5 february 2007       —
additions       2676
cost and net book value at 30 november 2007       2676
       as at  
       30 november 
       2007 
       £’000
unlisted investments       2676
details of the additions are included in notes 22 and 28 to the consolidated financial statements
the above investments are as follows
       interest  interest  
     country of  held by held within 
name     incorporation company the group
sdigreenstone limited united kingdom 80 100
sdi industries france sas france 35 100
sdi industries italia srl italy 33 100
msmautomations gmbh  co kg germany 33 100
real time integration inc united states 100 100
sdi industries inc united states 100 100
sdigreenstone iberia sl spain 0 100
sdi promech bv the netherlands 0 100
asesorias ingenieria y sistemas logisticos sa chile 0 100
msm verwaltungs gmbh germany 0 100
the investments within the group also include the purchase of trade from sdigreenstone bv a dutch trading company
6 debtors
       as at  
       30 november 
       2007 
      note £’000
other debtors       24
amounts due from group undertakings       68
prepayments       35
deferred tax asset      8 77
       204
amounts due from group undertakings are unsecured noninterest bearing and have no fixed terms of repayment
2sdibackar07indd   55 08042008   170128 56
sdi group plc
annual report and accounts 2007
notes to the company financial information continued
 
7 creditors amounts f alling due within one year
       as at  
       30 november 
       2007 
       £’000
trade creditors       90
amounts due to group undertakings       56
social security and other taxes       20
accruals       25
       191
8 deferred ta x ation
deferred taxation assets provided comprise
      short term  
       timing  
      differences t otal 
      £’000 £’000
at 5 february 2007      — —
credited to the profit and loss account      77 77
at 30 november 2007 included in debtors      77 77
there are no unprovided deferred taxation assets or liabilities
during the year as a result of the change in uk corporation tax rates which will be effective from 1 april 2008 deferred tax balances 
have been remeasured deferred tax relating to timing differences which are expected to reverse prior to 1 april 2008 is measured 
at 30 and deferred tax relating to timing differences expected to reverse after 1 april 2008 is measured at the tax rate of 28 as these 
are the tax rates that will apply on reversal
9 share capital
      number of   
      ordinary ordinary 
      shares shares 
      thousands £’000
at 5 february 2007      — —
allotted during the period      106100 1061
at 30 november 2007      106100 1061
the total authorised number of ordinary shares is 200 million shares
during the year the company issued a total of 106100001 ordinary shares to £001 nominal value of these shares two were allotted 
on incorporation at a price of £001 a further 500000 shares were issued on 9 february 2007 at a price of £0046 on 2 july 2007 
99499999 shares were issued at a price of £049 as the consideration for the acquisitions listed in notes 22 and 28 to the consolidated 
financial statements a further 6100000 shares were issued on 2 july 2007 at a price of £049 to fund the costs of the group 
reorganisation and the admission to the aim market on the london stock exchange
details of sharebased payments schemes operated by the company are included in note 23 to the consolidated financial statements 
2sdibackar07indd   56 08042008   170128 sdi group plc
annual report and accounts 2007 57
 
10 reserves
    share share profit and  
    premium options loss account t otal 
    £’000 £’000 £’000 £’000
at 5 february 2007    — — — —
issue of new shares    50706 — — 50706
issue costs on share placing    1323 — — 1323
merger relief    46775 — — 46775
profit for the financial period    — — 523 523
share options granted    — 28 — 28
at 30 november 2007    2608 28 523 3159
the acquisitions of the companies listed in notes 22 and 28 to the consolidated financial statements qualify for merger relief with the 
exception of the trade from sdigreenstone bv
11 reconciliation of movement in shareholders’ funds
       2007 
       £’000
profit for the financial year       523
issue of new shares        51767
issue costs on share placing       1323
merger relief       46775
share options granted       28
opening shareholders’ funds       —
closing shareholders’ funds       4220
12 operating lease commitments
the future minimum lease payments in respect of noncancellable leases for land and buildings are as follows 
       as at 
       30 november 
       2007 
       £’000
expiring within 
more than five years       44
       44
2sdibackar07indd   57 08042008   170128 58
sdi group plc
annual report and accounts 2007
independent auditors’ report to the members of sdi group plc
we have audited the parent company financial statements of sdl group pic for the 298 day period ended 30 november 2007 which comprise the balance 
sheet and the related notes these parent company financial statements have been prepared under the accounting policies set out therein
we have reponed separately on the group financial statements of sdl group plc for the year ended 30 november 2007
respective responsibilities of directors and auditors 
the directors’ responsibilities for preparing the annual report and the parent company financial statements in accordance with applicable law and united kingdom 
accounting standards united kingdom generally accepted accounting practice are set out in the statement of directors’ responsibilities
our responsibility is to audit the parent company financial statements in accordance with relevant legal and regulatory requirements and international 
standards on auditing uk and ireland this report including the opinion has been prepared for and only for the company’s members as a body 
in accordance with section 235 of the companies act 1985 and for no other purpose we do not in giving this opinion accept or assume responsibility 
for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior 
consent in writing
we report to you our opinion as to whether the parent company financial statements give a true and fair view and whether the parent company financial statements 
have been properly prepared in accordance with the companies act 1985 we also report to you whether in our opinion the information given in the directors’ 
report is consistent with the parent company financial statements the information given in the directors’ report includes that specific information presented in the 
chairman’s statement that is cross referred from the business review section of the directors’ report
in addition we report to you if in our opinion the company has not kept proper accounting records if we have not received all the information and 
explanations we require for our audit or if information specified by law regarding directors’ remuneration and other transactions is not disclosed
we read other information contained in the annual report and consider whether it is consistent with the audited parent company financial statements 
the other information comprises only the directors’ report the chairman’s statement chief executive’s review report of the remuneration committee and 
corporate governance report we consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with 
the parent company financial statements our responsibilities do not extend to any other information
basis of audit opinion
we conducted our audit in accordance with international standards on auditing uk and ireland issued by the auditing practices board an audit 
includes examination on a test basis of evidence relevant to the amounts and disclosures in the parent company financial statements it is also includes 
an assessment of the significant estimates and judgements made by the directors in the preparation of the parent company financial statements and 
of whether the accounting policies are appropriate to the company’s circumstances consistently applied and adequately disclosed
we planned and preformed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with 
sufficient evidence to give reasonable assurance that the parent company financial statements are free from material misstatement whether caused by 
fraud or other irregularity or error in forming our opinion we also evaluated the overall adequacy of the presentation of information in the parent company 
financial statements
opinion
in our opinion
b  the parent company financial statements give a true and fair view in accordance with united kingdom generally accepted accounting practice 
of the state of the company’s affairs as at 30 november 2007
b  the parent company financial statements have been properly prepared in accordance with the companies act 1985 and
b  the information given in the directors’ report is consistent with the parent company financial statements
pricewaterhousecoopers llp
chartered accountants and registered a uditors
cambridge
26 march 2008
notes
a  the maintenance and integrity of sdi group plc’s website is the responsibility of the directors the work carried out by the auditors does not involve 
consideration of these matters and accordingly the auditors accept no responsibility for any changes that may have occurred to the financial statements 
since they were initially presented on the website
b  legislation in the united kingdom governing the preparation and dissemination of financial statements may differ from legislation 
in other jurisdictions
2sdibackar07indd   58 08042008   170128 sdi group plc
annual report and accounts 2007 59
notice of annual general meeting
notice is h ereby given that the annual general meeting of the company will be held at the offices of pricewaterhousecoopers llp at abacus h ouse 
castle park cambridge cb3 0an on 30 may 2008 at 1100 am to transact the following business
ordinary business
1  t o receive and adopt the accounts for the year ended 30 november 2007 together with the reports of the directors and of the auditors thereon
2  a to re appoint pricewaterhousecoopers llp as auditors to the company to hold office until the conclusion of the next general meeting at which 
accounts are laid before the company
 b t o authorise the directors to determine the remuneration of the auditors of the company
3  t o declare a final dividend for the year ended 30 november 2007 09p per share to be paid 9 june 2008 to members whose names appear 
on the register of members at the close of business on 9 may 2008
4   t o reelect mark mcmenemy as a director who retires by rotation in accordance with article 110 of the company’s articles of association
5    t o reelect gordon smith as a director who retires by rotation in accordance with article 110 of the company’s articles of association
6 t o reelect gary pyle as a director who retires by rotation in accordance with article 110 of the company’s articles of association
7   t o reelect mary adams as a director who retires by rotation in accordance with article 110 of the company’s articles of association
8   t o reelect dominik de sanctis as a director who retires by rotation in accordance with article 110 of the company’s articles of association
9   t o reelect richard arkle as a director who retires by rotation in accordance with article 110 of the company’s articles of association
10 to approve the directors’ remuneration report for the year ended 30 november 2007
t o transact any other ordinary business of the company
special business
as special business to consider and if thought fit pass the following resolutions which will be proposed as to resolution 11 as an ordinary resolution 
and as to resolutions 12 and 13 as special resolutions
11  that  subject to and in accordance with article 16 of the articles of association of the company the directors be generally and unconditionally 
authorised in accordance with section 80 of the companies act 1985 in substitution for any existing authority to allot relevant securities to exercise 
all the powers of the company to allot relevant securities within the meaning of section 80 of the companies act 1985 up to a maximum nominal 
amount of £35366667 being approximately one third of the current issued share capital provided that such authority shall expire on the conclusion 
of the annual general meeting of the company to be held in 2009 or on 31 july 2009 whichever is earlier but so that the company may before 
such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot 
relevant securities in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired
12  th at  subject to the passing of resolution 11 as set out in the notice of this meeting and in accordance with article 17 of the articles of association of 
the company the directors be empowered pursuant to section 95 of the companies act 1985 to allot equity securities as defined in section 94 of 
the companies act 1985 for cash pursuant to the general authority conferred by resolution 11 as set out in the notice of this meeting and sell relevant 
shares as defined in section 94 of the companies act 1985 held by the company as treasury shares as defined in section 162a of the companies act 
1985 for cash as if section 891 of the companies act 1985 did not apply to such allotment or sale provided that this power shall be limited to allotments 
of equity securities and the sale of treasury shares
 i  in connection with or pursuant to an offer by way of rights open offer or other preemptive offer to the holders of shares in the company and other 
persons entitled to participate therein in proportion as nearly as practicable to their respective holdings subject to such exclusions or other 
arrangements as the directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the 
laws of any territory or the regulations or requirements of any regulatory authority or any stock exchange in any territory and
 ii otherwise than pursuant to subparagraph i above up to an aggregate nominal amount of £10610000
and such power shall expire on the conclusion of the annual general meeting of the company to be held in 2009 or on 31 july 2009 whichever is earlier 
but so that the company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or treasury 
shares to be sold after such expiry and the directors may allot equity securities or sell treasury shares in pursuance of such offer or agreement as if the 
power conferred by this resolution had not expired
2sdibackar07indd   59 08042008   170128 60
sdi group plc
annual report and accounts 2007
notice of annual general meeting continued
 
special business continued
13  that  the company be generally and unconditionally authorised pursuant to article 9 of the articles of association of the company and pursuant 
to section 166 of the companies act 1985 to make market purchases as defined in section 163 of the companies act 1985 of up to 10610000 
ordinary shares of 1p each in the capital of the company being approximately 10 of the current issued ordinary share capital of the company on such 
terms and in such manner as the directors of the company may from time to time determine provided that
 a  the amount paid for each share exclusive of expenses shall not be more than the higher of 5 above the average of the middle market quotation 
for ordinary shares as derived from the daily official list of london stock exchange for the alternative investment market for the five business 
days before the date on which the contract for the purchase is made or less than 1p per share and
 b  the authority herein contained shall expire at the conclusion of the annual general meeting of the company to be held in 2009 or on 31 july 2009 
whichever is earlier provided that the company may before such expiry make a contract to purchase its own shares which would or might 
be executed wholly or partly after such expiry and the company may make a purchase of its own shares in pursuance of such contract as if the 
authority hereby conferred hereby had not expired
by order of the board
gary pyle registered office
secretary 3 st mary’s court 
26 march 2008 main street 
 hardwick 
 cambridge 
 cb23 7qs 
 fax 44 0 1954 214 475
notes
1  copies of the service contracts and letters of appointment of each of the directors will be available for inspection at the registered office of the 
company during usual business hours on any weekday saturdays and public holidays excluded and at the place of the annual general meeting 
from at least 15 minutes prior to and until the conclusion of the annual general meeting
2  the total number of ordinary shares of 1p in issue as at 26 march 2007 the last practicable day before printing this document was 106100001 
ordinary shares and the total level of voting rights was 106100001 none of which were attached to shares held in treasury by the company
3  in order to facilitate voting by corporate representatives at the meeting arrangements will be put in place at the meeting so that i if a corporate 
shareholder has appointed the chairman of the meeting as its corporate representative with instructions to vote on a poll in accordance with the 
directions of all of the other corporate representatives for that shareholder at the meeting then on a poll those corporate representatives will give 
voting directions to the chairman and the chairman will vote or withhold a vote as corporate representative in accordance with those directions 
and ii if more than one corporate representative for the same corporate shareholder attends the meeting but the corporate shareholder has 
not appointed the chairman of the meeting as its corporate representative a designated corporate representative will be nominated from those 
corporate representatives who attend who will vote on a poll and the other corporate representatives will give voting directions to that designated 
corporate representative corporate shareholders are referred to the guidance issued by the institute of chartered secretaries and administrators 
on proxies and corporate representatives – wwwicsaorguk – for further details of this procedure the guidance includes a sample form 
of representation letter if the chairman is being appointed as described in i above a letter in this form would be acceptable to the company 
and its registrars
2sdibackar07indd   60 08042008   170128 indexsdicoverar07indd   5 08042008   165918 sdi group plc 
3 st mary’s court 
main street 
hardwick 
cambridge cb23 7qs
tel 440 1954 211338 
fax 440 1954 214475 
wwwsdigroupcom
indexsdicoverar07indd   2 08042008   165918


Summary:
 b  
sdi group plc  
 annual report and accounts 2007
indexsdicoverar07indd   3 08042008   165918