surface transforms plc
registered number 3769702
annual report and
financial statements
for the year ended 31 may 2011 annual report and financial statements 
for the year ended 31 may 2011
2 highlights
3 chairman’s statement
6 chief executive’s report
8 directors report
11 report on directors remuneration
13 statement of directors responsibilities
14 independent auditors report
15 statement of total comprehensive income
16 statement of changes in equity
17 balance sheet
18 cash flow statement
19 notes to the financial statements
34 company information and advisers
35 notice of annual general meeting
surface transforms plc
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1
contents highlights
for the year ended 31 may 2008
● revenue increased by 73 to £863439 2010 £804800
● losses after taxation £870961 2010 £536019 
● cash position as at 31 may 2011 of £615145 2010 £414513
● order book plus contracted sales for delivery by 31 may 2012 of £568000
2010 £521996
● fundraising of £12 million net of expenses in november 2010 at 17 pence
per share 
● in march 2011 the company entered into a forward contractual supply
agreement with one of its main clients mov’it international the contract
expires on 31 december 2014 and provides for the sale of ceramic brake
discs with a minimum value of approximately £27m €31 million over the
contract term
● during october 2010 the company signed a development agreement with
a major us manufacturer of wheels and brake systems for the aircraft
industry 
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2 chairman’s statement
for the year ended 31 may 2008
in the year ended 31 may 2011 the company achieved a 73 increase in revenues to £863439 2010
£804800 these revenue levels although higher than last year were lower than expected or budgeted losses
before taxation for the period were higher at £973888 2010 £747091 losses after taxation for the period
were also higher at £870961 2010 £536019
highlights for the 12 month period were
● during october 2010 the company signed a development agreement with a major us manufacturer of
wheels and brake systems for the aircraft industry over the past 24 months the company has undertaken a
series of brake disc trials with this client and this agreement formalises the business relationship between the
two companies this is initially a development agreement and due to the nature of projects of this type it is
difficult to predict timetables and success thresholds nevertheless both parties are focused on completing
the development test programmes and should the company’s carbon ceramic product pass all test criteria
the business will move to commercial supply
● during march 2011 the company entered into a new supply agreement with one of its main clients mov’it
international this contract expires on 31 december 2014 and provides for the sale of ceramic brake discs
with a minimum value of approximately £27 million €31 million over the contract term
● development costs were substantially higher than the previous year due to increased costs associated with
new testing work which was not funded by the customer but which was necessary for automotive and
aircraft brake evaluation programmes the board anticipates that such costs will be considerably reduced in
the coming financial year
● in march 2011 we commenced a new level of commercial partnership with alcon components ltd an
existing client for the supply of carbon ceramic brake discs for selected ranges of high performance cars for
both road and track use the first application is the supply of ceramic brake discs for the nissan gtr for their
asian markets and distributors alcon is one of the premier uk based brake systems suppliers to both the
automotive oem and aftermarket
● during november 2010 the company raised £119 million net of expenses by way of a placing and open
offer to shareholders the new ordinary shares were issued at 17 pence per share the additional funds have
and will be used to increase production capacity and tooling and reduce the direct cost of manufacturing
carbon ceramic discs as well as to support ongoing working capital
financial review
in the year ended 31 may 2011 revenues were £863439 2010 £804800 this 73 increase in revenues
although lower than expected was achieved with no sales of discs to the us brake system supplier for the
development of a next generation military vehicle such sales at approximately £250000 were significant
during the financial year ended 31 may 2010 these revenues have been replaced by sales to commercial
automotive clients the board does not anticipate selling any further discs to the us military development project
until late 2012 by which time we hope that the brake trials will have been completed satisfactorily it is our
understanding that our ceramic discs have performed well to date during testing there have been no breakages
or failures which is very encouraging but consequently there have been no replacement disc sales
the order book and contracted sales for the year ending 31 may 2012 amounts to £568000 31 may 2010
£521996 the contracted sales expected to be in excess of £280000 relate to a three year forward
contractual supply agreement the company entered into in march 2011 with one of its main clients mov’it
international
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3 chairman’s statement
continued
losses after taxation were £870961 2010 £536019 there are two main reasons for the increased losses 
i an increase in research and development costs which was not funded by clients these were incurred to
evaluate brake discs for a number of new car platforms and for an aircraft brake and ii an unexpected reduction
in rd tax credits of £108000 hitherto annual tax credits of approximately £200000 have been received by
the company to cover rd activity 
looking ahead our rd tax credit advisers baker tilly expect tax credits to continue to be received by the
company and within a range of £150000 to £170000 research costs not funded by customers are expected
to fall back sharply to more historic levels in the financial year ending 31 may 2012 
the company has taken additional steps to reduce its cost base and savings of approximately £170000 pa for
the year commencing 1 june 2011 should be achieved
loss per share was 309 pence 2010 loss 233 pence
the company had a cash balance of £615145 at 31 may 2011 31 may 2010 £414513
shareholders funds were £1489607 31 may 2010 £1079133
directors and staff
professor david clark one of the four founders of the company in 1992 will not be seeking re election as a non
executive director at the agm in october this year david is one of the uk’s leading and most respected scientists
in carbon fibre and carbon ceramic technology and he is an adviser to a number of institutions on this subject
including the ministry of defence he cofounded the company as a spin out from ici where he had been a
director in charge of development and new technologies we shall miss his regular counsel at the board but
we shall continue to have access to his advice
dr geoff gould has reached retirement age and has recently reduced his executive status from full time to part
time and he intends to retire fully this year geoff is responsible for sales to the aircraft brake and rocket motor
markets and joined in 2001 from honeywell where he was a senior executive in the carbon fibre business i am
pleased however that we shall continue to have access to his experience and counsel on a consultancy basis
whenever required going forward
with the retirement of david and geoff during 2011 the company is very fortunate that david bundred has
today agreed to join the board as a non executive director david is a chartered engineer and has had a senior
and very successful career at some of the uk’s leading industrial businesses his commercial experience is highly
relevant to the aircraft and automotive brake markets that the company addresses during a 24 year career at
lucas his appointments included general manager of the brake controls and the truck brakes divisions and
between 19931999 he was a divisional managing director and latterly chief operating officer of lucas
aerospace until he retired in 2005 he was ceo of tmd friction group gmbh in germany a large global
supplier of brake pads to the automobile industry
i would like to thank all my colleagues management and staff alike for their hard work and dedication over the
past year it is a credit to all staff that the company has again maintained its iso 9001 accreditation
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4 chairman’s statement
continued
outlook
the 2011 financial year was disappointing for management as we had expected revenues to be much higher
together with lower development costs nevertheless the sales achievement should not be underestimated given
difficult market conditions generally but also as the growth was achieved in spite of there being no sales to the
next generation military project in the usa surface transforms is one of only two worldwide suppliers of
ceramic brake discs and in light of broader demand for such brake systems we expect further expansion of our
business despite the difficulties in forecasting
we have consistently strived to reduce our sales break even levels with lower overheads increased productivity
and programmes to reduce unit product costs current estimates indicate that cash breakeven occurs at
approximately £15 million of revenues given the current product mix
i said last year that the challenges facing management had moved from technology based issues to operating
matters relating to the management of working capital production and the investment in additional process
capacity to accommodate the expected growth in revenues these challenges continue and we have
commenced on process capacity expansion as a priority with detailed discussions currently ongoing with
selected suppliers 
looking ahead to may 2012 although the eurozone economy appears fraught with challenges we do not expect
that the banking and sovereign debt problems will materially affect our automotive clients in sweden germany
and the european racing industry the deficit reduction programmes of the main european economies have
slowed defence spending and so our rocket motor development revenues are expected to remain subdued
we anticipate lower losses for both the first half and also for the full year compared to 201011 we are focussed
on the business achieving cash breakeven as soon as possible and believe that increasing revenues from our
existing customer base will take us to that target the high performance and race automotive sector in europe is
expected to dominate our revenue profile in 2012 and there is the possibility that the supply of ceramic brake
components to the aircraft sector in the usa may commence in late calendar year 2012 
kevin d’silva
chairman
4 august 2011
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5 chief executive’s report
for the year ended 31 may 2008
the company expected higher revenues from the automotive market in terms of development programmes and
increased market demand and to maintain development sales revenue from its aerospace and defence
components clients it is always difficult predicting the adoption curve of new technologies and the anticipated
demand from the automotive market although growing was slower than expected and the revenues from the
aerospace and defence markets below expectations
automotive – high performance and race car brake systems
the revenues from our automotive clients increased significantly in the year more than enough to compensate
for the previous year’s sales of carbon ceramic product to the us brake system supplier for the development of
the next generation military vehicle sales in excess of £250000 which was nonrecurring and for the fall in
aerospace and defence component development revenues whilst total sales grew by 73 this was below the
board’s expectations
feedback from the us brake system supplier for the development of the next generation military vehicle has been
very positive with the company’s products performing well there have been no issues to date which is very
encouraging
revenues with koenigsegg and the north american aftermarket have continued and the company’s revenue
growth has been strong especially in sales to the european aftermarket with our european distribution partner
mov’it the company was pleased to sign a new supply agreement with mov’it in march 2011 the new
agreement covers the period to 31 december 2014 and provides for minimum sales to mov’it of approximately
£27 million €31 million over the term
secondly revenues in the racing market also grew with the company’s products being recognised as world class
by our customer a leading global brake system supplier 
the company is focused on winning new business and in early 2011 began a commercial partnership with
alcon components ltd a leading uk based performance brake system supplier to both automotive oem’s and
the aftermarket the first commercial application to come out of the partnership is a new ceramic brake upgrade
kit for the nissan gtr for alcon’s asian market the company believes as the partnership develops further
systems will be produced and commercialised
alcon components ltd is also a member of the company’s collaborative rd project funded by the technology
strategy board the project continues to progress on track with promising results which are of interest to both
the automotive partners alcon and bentley motor cars and rail partner faiveley transport
aerospace and defence brake discs and components
the company has worked on a number of development programs in these markets the development with a us
brake system supplier for a carbon ceramic brake disc continues with the signing of a development agreement
in october 2010 our client’s initial focus had been on the delivery of a new technology solution for one
particular application although they believe the technology can be applied to other applications which they
currently supply and have therefore broadened the scope of the development to support the development the
customer has agreed to fund the future development activities and the first of such orders has now been received
both companies are committed to completing the technical development and achieving a commercial solution
as quickly as possible
surface transforms carbon ceramic technology is uniquely positioned to deliver affordable high performance in
terms of extended life and reduced mass rocket components
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6 chief executive’s report
continued
we have successfully completed the final year of a three year development programme with mbda a world
leading missile manufacturer jointly owned by bae systems eads and finmecanica and sponsored by the uk
and french ministries of defence the objective of the programme was to evaluate our proprietary carbon
ceramic technology for its use in rocket component applications the development work delivered very
promising results in terms of material characteristic and cost to manufacture confirming its potential use as
affordable high performance rocket components mbda have also identified a number of potential rocket
components the technology could be applied too similarly the development program with microturbo one of
the world leaders in gas turbine applications for missile propulsion has delivered encouraging results during its
first year of a planned two year programme 
in the current environment of government deficit reduction programmes the effect on the mod and its suppliers
is to add a high degree of uncertainty to development funds making the future of both of these promising
programmes unclear consequently revenues were lower than expected this year and we anticipate this situation
will remain uncertain until at least the early part of next year
operations
affordability and supply capability are the key requirements for our customers the current economic backdrop
has seen significant price increases from some of the company’s suppliers the company is working to minimise
these cost pressures both through the supply chain and within the company’s process technology with some
success these activities coupled with a significant increase in automotive development testing necessary for our
automotive customers this year led to much higher development costs than the company had anticipated now
complete the board is confident these costs will be greatly reduced in this new financial year 
with the growth in the automotive market expected to continue the company has established a capacity
expansion plan which will address the key bottlenecks through process improvement and additional process
plant
people
the company continues to have a strong and focused senior management team who have supported the business
constantly during the year showing tremendous commitment to driving the company forward to achieving it
goals
i would like to thank all my colleagues for their dedication and hard work during the year
kevin johnson
chief executive
4 august 2011
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7 directors report
for the year ended 31 may 2008
the directors present their annual report and the audited financial statements for the year ended 31 may 2011
principal activity
the principal activity of the company during the year was the development and manufacture of carbon fibre
reinforced ceramic product cfrc for automotive disc brake and aircraft and rocket component applications
business review
a review of the company’s activities during the year is provided within the financial review section of the
chairman’s statement on page 3
key risks and uncertainties 
as in previous years the principal risk faced by the company is considered to be the speed at which our
customers and potential customers adopt the new ceramic disc technology indications in the automotive market
are that the technology continues to be well received and is being adopted over an increasing number of
vehicles this risk is constantly assessed by monitoring the level of enquiries and orders for both the company
and industry wide in addition the company faces the continuing uncertainty created by the current economic
climate particularly within the automotive sector
key performance indicators
the directors continue to monitor the business internally with a number of performance indicators order intake
sales output profitability and manufacturing cost of automotive discs the company has met its revised
performance targets in each of these areas – please see chairman’s statement for more details
● turnover £863439 2010 £804800
● losses after taxation £870961 2010 £536019 
● order book of £568000 as at 31 may 2011 2010 £521996
the company produces an annual business plan and full monthly forecasts detailing sales profitability and cash
flow to help monitor business performance going forward
future developments
in the short term the company aims to continue with its corporate strategy which is to exploit its technologies
in carbon fibre reinforced ceramics by
● establishing contract development opportunities and collaborations with national and multinational
customers in the aerospace and automotive industries and 
● expanding commercial sales of cfrc products
research and development
the majority of the company’s staff are employed in research activities which are concentrated on the ongoing
identification of new products and applications for carbon fibre reinforced ceramic friction and nonfriction
materials
proposed dividend and transfer to reserves
the loss for the year after taxation amounted to £870961 2010 £536019 the directors do not recommend
the payment of a dividend
policy and practice on payment of payables 
it is the company’s policy that payments to suppliers are made in accordance with the terms and conditions
agreed between the company and its suppliers providing that all trading terms and conditions have been
complied with the company does not follow any code or standard on payment practice
at the year end there were 55 days 2010 64 days purchases in trade payables
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8 directors report
continued
political and charitable donations
the company made no political or charitable donations during the year 2010 £nil
directors and directors’ interests
the directors who held office during the year were as follows
k d’silva chairman
dr k johnson chief executive
professor dt clark
dr g gould
km baker obe 
rd gledhill
the company secretary is gv hall
denotes nonexecutive director
the directors retiring by rotation are k d’silva and k johnson who being eligible offers themselves for 
reelection dt clark has decided to retire from the board the board wishes to record its thanks to mr clark for
his considerable contribution since the inception of the company and wishes him every success in the future
the directors who held office at the end of the financial year had the following interests in the ordinary shares
of the company according to the register of directors’ interests
 of issued number of £001 ordinary shares
share capital at interest at interest at
end of year end of year start of year
km baker obe 10 327375 275000
professor dt clark 31 979661 979661
k d’silva 10 328986 311986
rg gledhill 222 7072223 7072223
dr g gould 00 4350 4350
dr k johnson 04 124000 124000
according to the register of directors’ interests no rights to subscribe for shares in or debentures of the company
were granted to any of the directors or their immediate families or exercised by them during the financial year
except as disclosed in the report on directors’ remuneration on pages 11 and 12 
the directors benefited from qualifying third party indemnity provisions in place during the financial year and
at the date of this report 
substantial shareholders
in addition to the directors’ interests noted above the directors are aware of the following who were interested
in 3 or more of the company’s equity as at 6 july 2011
number of  of issued
ordinary share 
registered holding shares capital
jm finn nominees limited 5703117 179
pershing nominees limited 2506000 79
giltspur nominees limited 1642801 52
hsbc gobal custody nominee uk 1471875 46
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9 directors report
continued
corporate governance
surface transforms plc is committed to maintaining high standards of corporate governance the company
complies with the combined code as modified by the recommendations of the quoted companies alliance to
the extent the directors consider appropriate given the size of the company its current stage of development
and the constitution of the board 
the board has appointed an audit committee whose primary role is to review the company’s interim and annual
financial statements before submission to the board for approval the board has also appointed a remuneration
committee which is responsible for reviewing executive remuneration and performance the remuneration
committee is made up of four nonexecutive directors professor david clark kevin d’silva ken baker obe
and richard gledhill the audit committee is made up of three nonexecutive directors professor david clark
kevin d’silva and ken baker obe details of the remuneration committee are disclosed in the report on
directors’ remuneration on pages 11 and 12
going concern
the financial statements have been prepared on a going concern basis which the directors believe to be
appropriate the company incurred a net loss of £870961 during the year however the directors are satisfied
based on detailed cash flow projections that sufficient cash is available to meet the company’s needs as they
fall due for at least 12 months from the date of signing the accounts revenues are expected to continue to
increase in the coming years resulting in the company becoming profitable in due course 
the directors believe that the company is well placed to manage its business risks successfully despite the
current uncertain economic outlook after making enquiries the directors have a reasonable expectation that
the company has adequate resources to continue in operational existence for the foreseeable future
accordingly they continue to adopt the going concern basis in preparing the annual report and accounts
disclosure of information to auditors
the directors who held office at the date of approval of this directors’ report confirm that so far as they are each
aware there is no relevant audit information of which the company’s auditors are unaware and each director
has taken all the steps that he ought to have taken as a director to make himself aware of any relevant audit
information and to establish that the company’s auditors are aware of that information 
auditors
in accordance with section 489 of the companies act 2006 a resolution for the reappointment of kpmg 
audit plc as auditors of the company is to be proposed at the forthcoming annual general meeting
fund raising
the company secured a fundraising of £1188150 net of expenses during november 2010 by the issue of new
ordinary shares at 17 pence per share to assist with working capital needs and enable investment in additional
plant and equipment necessary to significantly increase in house production capacity and reduce the direct cost
of manufacturing carbon ceramic discs
by order of the board
k d’silva
chairman
4 august 2011
unit 4 olympic park
poole hall road
ellesmere port
cheshire ch66 1st
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10 report on directors remuneration
for the year ended 31 may 2008
policy on executive directors’ remuneration
the remuneration committee comprises of kevin d’silva professor david clark ken baker obe and richard
gledhill
the remuneration committee is responsible for reviewing and determining the company’s policy on executive
remuneration including the grant of options under the share option scheme and ensuring compliance with and
implementation by the company as far as reasonably practicable of the recommendations and guidelines of the
combined code executive remuneration packages are designed to ensure the company’s executive directors
and senior executives are fairly rewarded for their individual contributions to the company
fees for nonexecutive directors
the fees for nonexecutive directors are determined by the board the nonexecutive directors are not involved
in the decisions about their own remuneration
directors’ remuneration
set out below is a summary of the fees and emoluments received by all directors for the year or where
applicable period of office
2011 2010
££
executive directors
dr k johnson 96512 116587
dr g gould 35223 36032
131735 152619
nonexecutive directors
k d’silva 25530 27000
professor dt clark 18000 18000
km baker obe 18200 18000
rd gledhill 10500 12000
72230 75000
203965 227619
with the exception of kevin johnson none of the directors received pension contributions in respect of their
office in addition to the emoluments received as stated above kevin johnson received £22750 2010 £10000
in respect of pension contributions
directors’ interests
details of any contracts in which a director has a material interest are disclosed in note 17
none of the directors received any remuneration or benefits under long term incentive schemes
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11 report on directors remuneration
continued
share options
the company operates a share incentive scheme all options are granted at the discretion of the board the
number of options granted date of grant exercise price and exercise periods under the scheme are set out below 
none of the directors exercised options during the year directors’ options outstanding and the options which
were granted surrendered and expired during the year are as follows
number 
of share 
holding options holding
on granted expired on
date of 1 june during waived 31 may exercise expiry
director grant 2010 the year or lapsed 2011 price exercise period date
dr g gould 18042007 50000 –– 50000 £021 180410180417 18042017
dr g gould 30062008 86000 –– 86000 £018 300611300618 30062018
dr g gould 22092008 21219 –– 21219 £019 220911220918 22092018
dr g gould 01032010 20000 –– 20000 £009 010313010320 01032020
dr k johnson 18042007 100000 –– 100000 £021 180410180417 18042017
dr k johnson 30062008 288000 –– 288000 £018 300611300618 30062018
dr k johnson 22092008 481707 –– 481707 £019 220911220918 22092018
dr k johnson 01032010 345000 –– 345000 £009 010313010320 01032020
prof dt clark 18042007 15000 –– 15000 £021 180410180417 18042017
ka d’silva 18042007 50000 –– 50000 £021 180410180417 18042017
km baker obe 18042007 15000 –– 15000 £021 180410180417 18042017
1471926 –– 1471926
the market price of the shares at 31 may 2011 was 14 pence and during the year varied from 119 pence to 
257 pence
by order of the board
k d’silva
chairman
4 august 2011
unit 4 olympic park
poole hall road
ellesmere port
cheshire ch66 1st
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12 statement of directors responsibilities
in respect of the annual report and the financial statements
the directors are responsible for preparing the annual report and the 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 they
have elected to prepare the financial statements in accordance with ifrss as adopted by the eu and applicable
law
under company law the directors must not approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that
period in preparing these financial statements the directors are required to
● select suitable accounting policies and then apply them consistently
● make judgements and estimates that are reasonable and prudent
● state whether they have been prepared in accordance with ifrss as adopted by the eu and
● prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
company will continue in business
the directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the company’s transactions and disclose with reasonable accuracy at any time the financial position of the
company and enable them to ensure that the financial statements comply with the companies act 2006 they
have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the
company and to prevent and detect fraud and other irregularities
the directors are responsible for the maintenance and integrity of the corporate and financial information
included on the company’s website legislation in the uk governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions
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13 independent auditors report 
to the members of surface transforms plc
we have audited the financial statements of surface transforms plc for the year ended 31 may 2011 set out on
pages 15 to 33 the financial reporting framework that has been applied in their preparation is applicable law
and international financial reporting standards ifrss as adopted by the eu
this report is made solely to the company’s members as a body in accordance with chapter 3 of part 16 of the
companies act 2006 our audit work has been undertaken so that we might state to the company’s members
those matters we are required to state to them in an auditors’ report and for no other purpose to the fullest extent
permitted by law we do not accept or assume responsibility to anyone other than the company and the
company’s members as a body for our audit work for this report or for the opinions we have formed
respective responsibilities of directors and auditor
as explained more fully in the directors’ responsibilities statement set out on page 13 the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair
view our responsibility is to audit and express an opinion on the financial statements in accordance with
applicable law and international standards on auditing uk and ireland those standards require us to comply
with the auditing practices board’s apb’s ethical standards for auditors
scope of the audit of the financial statements
a description of the scope of an audit of financial statements is provided on the apb’s website at
wwwfrcorgukapbscopeprivatecfm
opinion on financial statements
in our opinion the financial statements
● give a true and fair view of the state of the company’s affairs as at 31 may 2011 and of its loss for the year
then ended
● have been properly prepared in accordance with ifrss as adopted by the eu and
● have been prepared in accordance with the requirements of the companies act 2006
opinion on other matter prescribed by the companies act 2006
in our opinion the information given in the directors’ report for the financial year for which the financial
statements are prepared is consistent with the financial statements
matters on which we are required to report by exception
we have nothing to report in respect of the following matters where the companies act 2006 requires us to
report to you if in our opinion
● adequate accounting records have not been kept or returns adequate for our audit have not been received
from branches not visited by us or
● the financial statements are not in agreement with the accounting records and returns or
● certain disclosures of directors’ remuneration specified by law are not made or
● we have not received all the information and explanations we require for our audit
richard evans senior statutory auditor
for and on behalf of kpmg audit plc statutory auditor
chartered accountants 
st james’ square
manchester m2 6ds
united kingdom
4 august 2011
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14 statement of total comprehensive income
for the year ended 31 may 2011
2011 2010
note ££
revenue 2 863439 804800
cost of sales 342654 358537
gross profit 520785 446263
administrative expenses
before research costs 711902 698791
research costs 996880 670201
total administrative expenses 1708782 1368992
other operating income 3 215364 177589
operating loss 972633 745140
financial income 6 2124 339
financial expenses 6 3379 2289
loss before tax 973888 747091
taxation 7 102927 211071
loss for the year after tax 15 870961 536019
other comprehensive income ––
total comprehensive income for the year 870961 536019
loss per ordinary share
basic and diluted 18 309p 233p
all amounts relate to continuing activities
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15 statement of changes in equity
for the year ended 31 may 2011
share
share premium capital retained
capital account reserve earnings total
£££ £ £
for the year to 31 may 2011
balance at 31 may 2010 243474 6191943 463885 5820169 1079133
loss for the year –– – 870961 870961
total comprehensive income for the year 243474 6191943 463885 6691130 208172
transactions with owners recorded 
directly to equity
shares issued in the year 75381 1112769 –– 1188150
equity settled share based payments –– – 93285 93285
total contributions by and distributions 
to the owners 75381 1112769 – 93285 1281435
balance at 31 may 2011 318855 7304712 463885 6597845 1489607
share
share premium capital retained
capital account reserve earnings total
£££ £ £
for the year to 31 may 2010
balance at 31 may 2009 190308 5749952 463885 5377622 1026523
loss for the year –– – 536019 536019
total comprehensive income for the year 190308 5749952 463885 5913641 490504
transactions with owners recorded 
directly to equity
shares issued in the year 53166 441991 –– 495157
equity settled share based payments –– – 93472 93472
total contributions by and distributions 
to the owners 53166 441991 – 93472 588629
balance at 31 may 2010 243474 6191943 463885 5820169 1079133
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16 balance sheet
at 31 may 2011
2011 2010
note £££ £
noncurrent assets
property plant and equipment 8 291388 355909
current assets
inventories 9 304251 203041
trade and other receivables 10 604027 450416
cash and cash equivalents 615145 414513
1523423 1067970
total assets 1814811 1423879
current liabilities
other interest bearing loans and borrowings 11 10230 20614
trade and other payables 12 314974 313902
325204 334516
non current liabilities
other interest bearing loans and borrowings 11 – 10230
total liabilities 325204 344746
net assets 1489607 1079133
equity
share capital 14 318855 243474
share premium 15 7304712 6191943
capital reserve 15 463885 463885
retained earnings 15 6597845 5820169
total equity attributable to equity shareholders 
of the company 1489607 1079133
these financial statements were approved by the board of directors on 4 august 2011 and were signed on its
behalf by
k d’silva
director
dr k johnson
director
surface transforms plc
■ ■ ■ ■ ■ ■ ■ ■ ■ ■
17 cash flow statement
for the year ended 31 may 2011
2011 2010
note ££
cash flows from operating activities
loss for the year 870961 536019
adjusted for
depreciation charge 72299 70904
equity settled sharebased payment expenses 93285 93472
financial income 2124 339
financial expense 3379 2289
taxation 102927 211071
807049 580764
changes in working capital
increasedecrease in inventories 101210 25210
increase in trade and other receivables 153611 237565
increase in trade and other payables 1072 145233
1060798 647886
finance income received 6 2124 339
financial expense paid 6 3379 2289
taxation received 7 102927 211071
net cash used in operating activities 959126 438765
cash flows from investing activities
acquisition of property plant and equipment 8 7778 44365
net cash used in investing activities 7778 44365
cash flows from financing activities
proceeds from issue of share capital 1188150 495157
proceed from new finance lease – 13123
payment of finance lease liabilities 20614 14912
net cash from financing activities 1167536 493368
net increase in cash and cash equivalents 200632 10238
cash and cash equivalents at the beginning of the period 414513 404275
cash and cash equivalents at the end of the period 615145 414513
surface transforms plc
■ ■ ■ ■ ■ ■ ■ ■ ■ ■
18 notes to the financial statements
for the year ended 31 may 2011
1 accounting policies
surface transforms plc “the company” is a company incorporated and domiciled in the uk
statement of compliance
the financial statements have been prepared in accordance with international financial reporting
standards “ifrss” as adopted by the eu
the financial statements were approved by the board on 4 august 2011
basis of preparation
the financial statements have been prepared in accordance with applicable accounting standards and
under the historical cost convention 
the accounting policies set out below have unless otherwise stated been applied consistently to all
periods presented in these financial statements
going concern
the financial statements have been prepared on a going concern basis which the directors believe to be
appropriate the company incurred a net loss of £870961 during the year however the directors are
satisfied based on detailed cash flow projections that sufficient cash is available to meet the company’s
needs as they fall due for at least 12 months from the date of signing the accounts revenues are expected
to continue to increase in the coming years resulting in the company becoming profitable in due course 
further information regarding the company’s business activities together with the factors likely to affect
future development performance and position are set out in the chairman’s statement on pages 3 to 5 and
the director’s report on pages 8 to 10 in addition note 19 to the financial statements includes the
company’s objectives policies and processes for managing its capital its financial risk management
objectives details of its financial instruments and its exposures to credit risk and liquidity risk
the directors believe that the company is well placed to manage its business risks successfully despite the
current uncertain economic outlook after making enquiries the directors have a reasonable expectation
that the company has adequate resources to continue in operational existence for the foreseeable future
accordingly they continue to adopt the going concern basis in preparing the annual report and accounts
share based payments
the share option programme allows employees to acquire shares of the company the fair value is
measured at grant date and spread over the period during which the employees become unconditionally
entitled to the options the fair value of the options granted is measured using an option pricing model
taking into account the terms and conditions upon which the options were granted the amount recognised
as an expense is adjusted to reflect the actual number of share options that vest except where forfeiture is
only due to share prices not achieving the threshold for vesting
property plant and equipment
property plant and equipment are stated at cost less accumulated depreciation and accumulated
impairment losses
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
leases in which the company assumes substantially all the risks and rewards of ownership of the leased
asset are classified as finance leases leased assets acquired by way of finance lease are stated at an amount
equal to the lower of their fair value and the present value of the minimum lease payments at inception of
the lease less accumulated depreciation and less accumulated impairment losses lease payments are
accounted for as described below
surface transforms plc
■ ■ ■ ■ ■ ■ ■ ■ ■ ■
19 notes to the financial statements
continued
1 accounting policies continued
property plant and equipment continued
depreciation is charged to the income statement on a straightline basis over the estimated useful lives of
each part of an item of property plant and equipment land is not depreciated the estimated useful lives
are as follows
plant and machinery – 12520 per annum
fixtures and fittings – 15 per annum
motor vehicles – 25 per annum
leasehold improvements – over life of lease
depreciation methods useful lives and residual values are reviewed at each balance sheet date
foreign currencies
transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the
transaction monetary assets and liabilities denominated in foreign currencies are translated to the
functional currency at the foreign exchange rate ruling at the balance sheet date and the gains or losses on
translation are included in the income statement
leases
operating lease payments
payments made under operating leases are recognised in the income statement on a straightline basis over
the term of the lease lease incentives received are recognised in the income statement as an integral part
of the total lease expense
finance lease payments
minimum lease payments 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
government grants
revenue grants are credited to the statement of total comprehensive income and included within other
operating income so as to match them with expenditure to which they relate
post retirement benefits
the company does not operate a pension scheme but does contribute to specific employees’ personal
pension schemes the amount charged to the profit and loss account represents the contributions payable
to employees personal pension schemes during the accounting year
research and development expenditure
expenditure on research activities is recognised in the income statement as an expense as incurred
expenditure on development activities is capitalised if the product or process is technically and
commercially feasible and the company intends and has the technical ability and sufficient resources to
complete development future economic benefits are probable and if the company can measure reliably
the expenditure attributable to the intangible asset during its development no development costs met the
criteria for capitalisation in the current or preceding years
inventories 
inventories are stated at the lower of cost and net realisable value in determining the cost of raw materials
and consumables the purchase price is used for work in progress cost is taken as production cost which
includes an appropriate proportion of attributable overheads
surface transforms plc
■ ■ ■ ■ ■ ■ ■ ■ ■ ■
20 notes to the financial statements
continued
1 accounting policies continued
taxation
the charge for taxation is based on the loss for the year and takes into account taxation deferred or
accelerated arising from temporary differences between the carrying amounts of certain items for taxation
and for accounting purposes 
deferred taxation is provided for in full at the tax rate which is expected to apply to the period when the
deferred taxation is expected to be realised including on tax losses carried forward 
deferred taxation assets are recognised only to the extent that it is probable that future taxable profits will
be available against which the temporary differences can be utilised 
research and development tax credits are recognised on a cash received basis as a reduction in the current
tax payable as this is when the tax credit is considered recoverable as the associated uncertainties have
been eliminated
cash and cash equivalents 
cash and cash equivalents for the purpose of the cash flow statement comprises cash in hand and deposits
repayable on demand
revenue
revenue comprises income derived from the supply of carbon fibre materials revenue is recognised on
transfer to the customer of significant risks and rewards of ownership generally this will be when goods are
despatched to the customer turnover excludes value added taxes
contractual arrangements exist with specific customers which set selling prices and target volumes for
future periods the revenue derived from specific purchase orders raised against these contracts is
recognised in a consistent manner to that described above
nonderivative financial instruments
nonderivative financial instruments comprise trade and other receivables cash and cash equivalents and
trade and other payables
trade and other receivables
trade and other receivables are recognised initially at fair value subsequent to initial recognition they are
measured at amortised cost using the effective interest method less any impairment losses
trade and other payables
trade and other payables are recognised initially at fair value subsequent to initial recognition they are
measured at amortised cost using the effective interest method
capital management
the company manages its capital to ensure that it will be able to continue as a going concern and satisfy
its debt as it falls due whilst also maximising opportunities to progress the development of the business the
capital structure of the company consists of cash and cash equivalents and equity attributable to share
holders comprising issued capital
the key indicator of capital management performance used by management is the level of cash and cash
equivalents available to the company cash balances are monitored on a daily basis to ensure that the
actual position is in line with cash flow forecasts
during the year additional cash of £1188150 was raised via the issue of share capital
interest rate risk
the company finances its operations through cash cash resources are invested to attract the highest rates
for periods that do not limit access to these resources
surface transforms plc
■ ■ ■ ■ ■ ■ ■ ■ ■ ■
21 notes to the financial statements
continued
1 accounting policies continued
liquidity risk
with regard to liquidity the company’s policy has throughout the year been to ensure that the company is
able at all times to meet its financial liabilities as and when they fall due
critical accounting estimates and judgements
the preparation of financial statements in conformity with adopted 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 the basis of making the judgements about carrying values of assets and liabilities
that are not already apparent from other sources actual results may differ from these estimates the
estimates and assumptions which have a significant risk of causing a material adjustment to carrying
amount of assets and liabilities within the next financial year are discussed below
impairment of property plant and equipment
property plant and equipment are reviewed for impairment if events or changes in circumstances indicate
that the carrying amount of an asset is not recoverable
provision to write inventories down to net realisable value
the company makes provisions for obsolescence based on historical experiences and management
estimates of future events actual outcome could vary significantly from these estimates
research and development expenditure
the board considers the definitions of research and development costs as outlined in ias 38 intangible
assets when determining the correct treatment of costs incurred where such expenditure is technically and
commercially feasible the company intends and has the technical ability and sufficient resources to
complete development future economic benefits are probable and if the company can measure reliably
the expenditure attributable to the intangible asset it is treated as development expenditure and capitalised
on the balance sheet
in considering whether an item of expenditure meets these criteria the board applies judgement during
the year all such expenditure has been expensed to the income statement on the grounds that it relates to
feasibility studies to identify new applications for the technology or methods of improving the production
process as the technical feasibility of this work is unknown at the time the costs are incurred none meet
the criteria for capitalisation during the current or previous year
segmental reporting
the board has reviewed the requirements of ifrs 8 “operating segments” including consideration of what
results and information the chief executive reviews regularly to assess performance and allocate resources
and concluded that as under ias 14 all revenue falls under a single business segment
the directors consider the business does not have separate divisional segments as defined under ifrs 8
the chief executive assesses the commercial performance of the business based upon a single set of
revenues margins operating costs and assets
new standards and interpretations that have been endorsed but which are not yet effective and not 
early adopted
there are no new endorsed standards amendments to standards and interpretations which are not yet
effective for the year ended 31 may 2011 and which will have a significant impact on the information
reported by the company in future periods
surface transforms plc
■ ■ ■ ■ ■ ■ ■ ■ ■ ■
22 notes to the financial statements
continued
2 segment reporting
due to the start up nature of the business the company is currently focussed on building revenue streams
from a variety of different markets as there is only one manufacturing facility and this has capacity above
and beyond the current levels of trade there is no requirement to allocate resources to or discriminate
between specific markets or products as a result the company’s chief operating decision maker the chief
executive reviews performance information for the company as a whole and does not allocate resources
based on products or markets in addition all products manufactured by the company are produced using
similar processes
having considered this information in conjunction with the requirements of ifrs 8 as at the reporting date
the board of directors have concluded that the company has only one reportable segment that being the
manufacture and sale of carbon fibre materials
segment results 2011 2010
total total
££
segment revenues 863439 804800
operating expenses 1836072 1549940
results from operating activities 972633 745140
net finance costs 1255 1950
loss before tax 973888 747090
segment assets 1489607 1079133
the company considers it offers a single product namely carbon fibre material which is machined into
differing shapes depending on the intended purpose of the end user
revenue by geographical destination is analysed as follows
2011 2010
££
united kingdom 233243 166170
rest of europe 594232 336943
united states of america 35964 301687
863439 804800
surface transforms plc
■ ■ ■ ■ ■ ■ ■ ■ ■ ■
23 notes to the financial statements
continued
3 expenses and auditors remuneration 2011 2010
££
operating loss before taxation is stated
after charging
depreciation of owned tangible fixed assets 72299 70904
research costs expensed as incurred 996880 670201
rents payable under operating leases – land and buildings 54754 54362
rents payable under operating leases – other 11484 11484
exchange losses 6251 4699
inventory write down 28969 16639
after crediting
exchange gains 2207 2802
government grants 215364 177589
audit of these financial statements
amounts receivable by auditors and their associates in respect of
audit of financial statements pursuant to legislation 17152 16800
government grants
grants received comprise revenue grants from the technology strategy board formerly dti
these are subject to making expenditure as stipulated in the grant applications and to audit of the claims
there are no unfulfilled conditions or contingencies associated with government assistance received
4 remuneration of directors
the company considers key management personnel as defined in ias 24 “related party disclosures” to be
the directors of the company the aggregate amount of emoluments paid to directors in respect of
qualifying services during the year was £203965 2010 £227619 of this £96512 2010 £116587 was
made to the highest paid director and company pension contributions of £22750 2010 £10000 were
made to a money purchase scheme on his behalf
pension contributions were not received by any other director during either the current or prior year
5 staff numbers and costs
the average number of persons employed by the company including directors during the year analysed
by category was as follows
number of employees
2011 2010
directors 66
other employees 20 15
26 21
the aggregate payroll costs of these persons were as follows
2011 2010
££
wages and salaries 663452 572722
social security costs 68472 60524
other pension costs see note 16 105056 68512
836980 701758
surface transforms plc
■ ■ ■ ■ ■ ■ ■ ■ ■ ■
24 notes to the financial statements
continued
6 financial income and expenses 2011 2010
££
financial income
bank interest receivable 2124 339
financial expenses
total interest expense on financial liabilities measured at amortised cost 3379 2289
7 taxation
analysis of credit in year
2011 2010
££
uk corporation tax
research and development tax repayment 102927 211071
income tax credit 102927 211071
details of the unrecognised deferred tax asset are included in note 13
factors affecting the tax credit for the current period
the current tax credit for the year is lower 2010 lower than the standard rate of corporation tax in the uk
of 2767 2010 28 the differences are explained below
2011 2010
reconciliation of effective tax rate ££
loss for the year 870961 536019
total income tax credit 102927 211071
loss excluding income tax 973888 747090
current tax at average rate of 2767 2010 2800 269433 209185
effects of
nondeductible expenses 1679 917
change in unrecognised timing differences 3285 1191
current year losses for which no deferred tax recognised 264469 209459
tax incentives 102927 211071
income tax credit see above 102927 211071
factors that may affect future tax charges 
the effective tax rate in future years is expected to be below the standard rate of corporation tax in the uk
due principally to historical losses which have been carried forward
surface transforms plc
■ ■ ■ ■ ■ ■ ■ ■ ■ ■
25 notes to the financial statements
continued
8 property plant and equipment
leasehold plant and fixtures and
improvements machinery fittings total
£££ £
cost
at 31 may 2009 74620 409330 44272 528222
additions – 43354 1011 44365
at 31 may 2010 74620 452684 45283 572587
additions – 5928 1850 7778
at 31 may 2011 74620 458612 47133 580365
depreciation
at 31 may 2009 14079 112702 18993 145774
charge for year 7461 53517 9926 70904
at 31 may 2010 21540 166219 28919 216678
charge for year 7462 56638 8199 72299
at 31 may 2011 29002 222857 37118 288977
net book value
at 31 may 2009 60541 296628 25279 382448
at 31 may 2010 53080 286465 16364 355909
at 31 may 2011 45618 235755 10015 291388
at 31 may 2011 the net carrying amount of leased plant and machinery was £48235 2010 £56777
9 inventories 2011 2010
££
raw materials and consumables 27184 30481
work in progress 277067 172560
304251 203041
raw materials consumables and changes in finished goods and work in progress recognised as cost of sales
in the year amounted to £342654 2010 £358537
10 trade and other receivables 2011 2010
££
trade receivables 480716 285910
other receivables 74178 112024
prepayments and accrued income 49133 52482
604027 450416
all receivables fall due within one year
surface transforms plc
■ ■ ■ ■ ■ ■ ■ ■ ■ ■
26 notes to the financial statements
continued
11 other interestbearing loans and borrowings
this note provides information about the contractual terms of the company’s interestbearing loans and
borrowings which are measured at amortised cost for more information about the company’s exposure to
interest rate and foreign currency risk see note 19
2011 2010
££
current liabilities
current portion of finance lease liabilities 10230 20614
noncurrent liabilities
finance lease liabilities – 10230
finance lease liabilities are payable as follows
future present value future present value
minimum of minimum minimum of minimum
lease lease lease lease
payments interest payments payments interest payments
2011 2011 2011 2010 2010 2010
£££ ££ £
less than one year 11228 998 10230 23993 3379 20614
between one and five years –– – 11228 998 10230
11228 998 10230 35221 4377 30844
12 trade and other payables amounts falling due within one year
2011 2010
££
trade payables 190297 165752
taxation and social security 38563 36506
accruals and deferred income 86114 111644
314974 313902
13 deferred tax
the elements of deferred taxation are as follows
2011 2010
££
difference between accumulated depreciation and amortisation 
and capital allowances 28862 35908
other short term timing differences – 2015
tax losses 829724 625883
unrecognised deferred tax asset 800862 591990
the company has an unrecognised deferred tax asset at 31 may 2011 of £800862 2010 £591990 relating
principally to tax losses which the company can offset against future taxable profits from the same trade
the deferred tax asset has not been recognised in the accounts because it is not possible to assess whether
there will be suitable taxable profits from which the future reversal of the underlying temporary differences
can be deducted
surface transforms plc
■ ■ ■ ■ ■ ■ ■ ■ ■ ■
27 notes to the financial statements
continued
14 called up share capital 2011 2010
££
authorised
40000000 ordinary shares of £001 each 
2010 30000000 shares of £001 each 400000 300000
allotted called up and fully paid
31885442 shares of £001 each 2010 24347328 shares of £001 each 318855 243474
an additional 7538094 shares were issued in november 2010 for a total consideration of £1188150
net of expenses
the company operates a share incentive scheme for the benefit of the directors and certain employees all
options are granted at the discretion of the board the scheme grants options to purchase ordinary shares
of £001 each no options were exercised in the period
the options granted to directors date of grant and exercise price and exercise periods under the scheme
are set out in the report on directors’ remuneration on pages 11 and 12 in addition to the directors’ share
options certain employees have been granted the following options
number of
unexpired share
date of grant options at year end exercise price exercise period
18042007 160000 £021 180410180417
30062008 146200 £018 300611300618
22092008 557547 £018 220911220918
01032010 320000 £009 010313010320
there are a total of 1183747 unexpired options held by employees and a total of 1471926 unexpired
options held by directors
15 share premium and reserves share premium capital retained
account reserve earnings
££ £
at 31 may 2009 5749952 463885 5377622
retained loss for the year –– 536019
share issue 441991 ––
reversal of charge in relation to share based payments –– 93472
at 31 may 2010 6191943 463885 5820169
retained loss for the year –– 870961
share issue 1112769 ––
reversal of charge in relation to share based payments –– 93285
at 31 may 2011 7304712 463885 6597845
16 pension scheme
the company contributes to specific employees’ personal pension schemes the pension charge for 
the year represents contributions payable by the company to the schemes and amounted to £105056 
2010 £68512 during the year one director and several senior managers opted to enter into salary
exchange arrangements whereby they sacrificed salary for increased pension contributions these
arrangements accounted for £74675 of the pension contributions 2010 £35225
there were outstanding contributions of £nil 2010 £nil at the end of the financial year
surface transforms plc
■ ■ ■ ■ ■ ■ ■ ■ ■ ■
28 notes to the financial statements
continued
17 related party disclosures
the company purchased goods and services to the value of £5000 from design q limited 
kenneth baker obe a nonexecutive director of design q limited is a nonexecutive director of the
company 
all transactions with related parties are carried out at arms length as at 31 may 2011 there were no
amounts outstanding with design q limited 2010 £nil
18 loss per ordinary share
the calculation of basic loss per ordinary share is based on the loss for the financial year divided by the
weighted average number of shares in issue during the year
losses and number of shares used in the calculations of loss per ordinary share are set out below
basic
2011 2010
££
loss after tax 870961 536019
weighted average number of shares 28229963 23012231
loss per share 309p 233p
the calculation of diluted loss per ordinary share is identical to that used for the basic loss per ordinary
share this is because the exercise of options would have the effect of reducing the loss per ordinary share
from continuing operations and is therefore not dilutive under the terms of ias33
19 financial instruments
the company’s policies with regard to financial instruments are set out within the accounting policies note
the risks arising from the company’s financial assets and liabilities are set out below with the policies for
their respective management
currency risk
the company transacts business in foreign currencies and therefore incurs some transaction risk
the company had no open foreign exchange contracts at the balance sheet date
the company’s exposure to foreign currency risk was as follows this is based on the carrying amount for
monetary financial instruments
31 may 2011 31 may 2010
us dollar euro sterling us dollar euro sterling
£££ ££ £
cash and cash equivalents –– 615145 –– 414513
trade receivables – 64467 416249 – 61716 224194
trade payables 36007 407 153882 1316 10516 153920
finance lease liabilities –– 10230 –– 30844
net exposure 36007 64060 867282 1316 51200 453943
average rate reporting date spot rate
2011 2010 2011 2010
us dollar 1580 1596 1647 1423
euro 1174 1135 1153 1178
surface transforms plc
■ ■ ■ ■ ■ ■ ■ ■ ■ ■
29 notes to the financial statements
continued
19 financial instruments continued
sensitivity analysis
a ten percent strengthening of the pound against the us dollar and the euro at 31 may 2011 would have
decreasedincreased profit by the amounts below this analysis assumes that all other variables in
particular interest rates remain constant the analysis is performed on the same basis for 2010
us dollar euro
££
31 may 2011 3273 5823
31 may 2010 120 4654
a ten percent weakening of the pound against the us dollar and the euro at 31 may 2011 would have an
equal and opposite effect to the amounts shown above on the basis all other variables remain constant
price risk
the company aims to minimise its exposure to supplier price increases and customer price decreases by
offsetting reciprocal supplier and customer arrangements
credit risk
the company operates a closely monitored collection policy
the ageing of trade receivables at the reporting date was
31 may 2011 31 may 2010
gross impairment net gross impairment net
£££ ££ £
not past due 451938 – 451938 227232 – 227232
past due 0 to 30 days 11840 – 11840 11840 – 11840
past due 31 to 90 days 16938 – 16938 46838 – 46838
480716 – 480716 285910 – 285910
the was no movement in the allowance for impairment in respect of trade receivables
liquidity risk
the company’s objective is to maintain a balance between continuity and flexibility of funding through the
use of short term deposits
the contractual maturity of all cash and cash equivalents trade and other receivables at the current and
preceding balance sheet date is within one year
the contractual maturity of trade and other payables at the current and preceding balance sheet date is
within three months
the contractual maturity of finance lease liabilities can be found in note 11
surface transforms plc
■ ■ ■ ■ ■ ■ ■ ■ ■ ■
30 notes to the financial statements
continued
19 financial instruments continued
interest rate risk
at the balance sheet date the interest rate profile of the company’s interestbearing financial instruments
was
2011 2010
££
fixed rate instruments
finance lease liabilities 10230 30844
the company has cash deposits of £498772 2010 £413251these funds are placed on premium rate
deposit at rates which tracks bank base rate these deposits are reviewed at least every 30 days these funds
are available on demand at the year end the weighted average interest rate for the floating rate cash
deposits was the barclays base rate of 050 2010 050 barclays
fair values of the company’s financial assets and liabilities
trade and other receivables
the fair value of trade and other receivables is estimated as the present value of future cash flows
discounted at the market rate of interest at the balance sheet date if the effect is material
trade and other payables
the fair value of trade and other payables is estimated as the present value of future cash flows discounted
at the market rate of interest at the balance sheet date if the effect is material
cash and cash equivalents
the fair value of cash and cash equivalents is estimated as its carrying amount all cash and cash
equivalents are repayable on demand 
interestbearing borrowings
fair value which after initial recognition is determined for disclosure purposes only is calculated based on
the present value of future principal and interest cash flows discounted at the market rate of interest at the
balance sheet date if the effect is material
the fair value of financial assets and liabilities together with the carrying amounts shown in the balance
sheet are as follows
2011 2010
carrying fair carrying fair
value value value value
££ £ £
financial assets
cash and cash equivalents 615145 615145 414513 414513
loans and receivables
trade receivables 480716 480716 285910 285910
total financial assets 1095861 1095861 700423 700423
financial liabilities at amortised cost
trade payables 190297 190297 165752 165752
finance lease liabilities 10230 10230 30844 30844
total financial liabilities 200527 200527 196596 196596
surface transforms plc
■ ■ ■ ■ ■ ■ ■ ■ ■ ■
31 notes to the financial statements
continued
20 commitments
noncancellable operating lease rentals are payable as follows
2011 2010
land and motor land and motor
buildings vehicles buildings vehicles
££ £ £
within one year 54754 5757 54754 11439
in the second to fifth years inclusive 9841 – 64595 5757
64595 5757 119349 17196
21 share based payments
share options
the number of options outstanding under the company’s share option scheme is as follows
number of share options – ordinary shares at 1p
date from
at 31 may at 31 may exercise which expiry 
note 2010 granted surrendered lapsed 2011 price exercisable date
a 279125 –– – 279125 £021 18042009 18042017
b 110875 –– – 110875 £021 18042009 18042017
a 457200 –– – 457200 £018 30062011 30062018
b 63000 –– – 63000 £018 22092011 22092018
a 847035 –– – 847035 £019 30062011 30062018
b 213438 –– – 213438 £019 22092011 22092018
a 340000 –– – 340000 £009 01032013 01032020
b 345000 –– – 345000 £009 01032013 01032020
2655673 –– – 2655673
a these options have been granted under the emi approved scheme there have been no variations to
the terms and conditions or performance criteria attached to these share options during the financial
year there are no performance conditions attached to these shares other than continued employment
by the company
b these options have been granted under the unapproved scheme there have been no variations to the
terms and conditions or performance criteria attached to these share options during the financial year
there are no performance conditions attached to these shares other than continued employment by
the company
there was no cost payable by the employees on the grant of any of the above options
the option holder may only exercise his options during employment with the company
surface transforms plc
■ ■ ■ ■ ■ ■ ■ ■ ■ ■
32 notes to the financial statements
continued
21 share based payments continued
the movements of the emi and unapproved share options outstanding are shown below
emi scheme unapproved scheme
weighted weighted 
average average 
number exercise number exercise
of awards price of awards price
££
outstanding at 31 may 2009 1616652 019 387313 019
granted 340000 009 345000 009
forfeited and surrendered 33282 019 ––
outstanding at 31 may 2010 1923370 017 732313 014
granted –– – –
forfeited and surrendered –– – –
outstanding at 31 may 2011 1923370 017 732313 014
range of exercise prices 9p to 21p 9p to 21p
weighted average remaining contractual life 7 years 4 months 7 years 9 months
there were no share options exercised during the year 2010 nil
a charge of £93285 2010 £93472 has been made in the statement of comprehensive income to spread
the fair value of the options over the 3 year service obligations of those incentives
assumptions used in the valuation of share based options
in calculating the fair value of the share based payment arrangements the company has used the black
scholes method there were no share options granted in 2011 the assumptions used to calculate the fair
value of options issued in the previous financial year on the date of grant were as follows
weighted average assumptions 2011 2010
fair value per share option na 663p
share price on date of grant na 85p
exercise price na 9p
share options granted in the year – emi scheme na 340000
share options granted in the year – unapproved scheme na 345000
expected volatility na 90
exercise pattern years na 310 years uniformly
expected dividend yields na 0
risk free rate of return na 2
the fair value of the share options is applied to the number of options that are expected to vest which takes
into account the expected and actual forfeitures over the vesting period as a result of cessation of
employment
expected volatility was determined by assessing the company’s historic data and the market in which the
company operates
22 capital management
the board’s policy is to maintain a strong capital base so as to maintain investor creditor and market
confidence and to sustain future development of the business the board of directors monitors the return
on capital defined as net operating income divided by total shareholders’ equity
at present employees and directors would hold 37 of the share capital following the exercise of all
outstanding share options
surface transforms plc
■ ■ ■ ■ ■ ■ ■ ■ ■ ■
33 company information and advisers
for the year ended 31 may 2008
websites wwwsurfacetransformscom and wwwsystemsstcom
registered number 03769702
directors kevin d’silva nonexecutive chairman
dr kevin johnson chief executive
dr geoffrey gould sales and marketing director
professor david thomas clark nonexecutive director
kenneth michael baker obe nonexecutive director
richard douglas gledhill nonexecutive director
company secretary geoffrey vernon hall
address unit 4
olympic park
poole hall road
ellesmere port
cheshire ch66 1st
nominated adviser seymour pierce limited
20 old bailey
london ec4m 7en
brokers seymour pierce limited
20 old bailey
london ec4m 7en
auditors kpmg audit plc
st james’ square
manchester m2 6ds
solicitors to the company gateley manchester llp
3 hardman square
spinningfields
manchester m3 3eb
bankers barclays bank plc
125 main street
frodsham
cheshire wa6 7ad
registrars capita registrars
the registry
34 beckenham road
beckenham
kent br3 4tu
surface transforms plc
■ ■ ■ ■ ■ ■ ■ ■ ■ ■
34 notice of annual general meeting
for the year ended 31 may 2008
notice is hereby given that the annual general meeting of surface transforms plc the “company” will 
be held at unit 4 olympic park poole hall road ellesmere port cheshire ch66 1st on 14 october 2011 at
1200 noon for the following purposes
ordinary business
1 to receive the annual accounts of the company for the financial year ended 31 may 2011 together with
the last directors’ report the last directors’ remuneration report and the auditors’ report on those accounts
2 to reelect k d’silva who retires by rotation pursuant to article 113 of the articles of association of the
company and who being eligible offers himself for reelection as a director
3 to reelect k johnson who retires pursuant to article 113 of the articles of association of the company and
who being eligible offers himself for reelection as a director
4 to reelect david bundred who was appointed during the year retires in accordance with the articles of
association of the company and who being eligible offers himself for reelection as a director
5 to reappoint kpmg audit plc as auditors of the company and to authorise the directors to fix their
remuneration
special business
to consider and if thought fit pass the following resolution which will be proposed as an ordinary resolution
6 “that in substitution for all existing and unexercised authorities and powers the directors of the
company be and they are hereby generally and unconditionally authorised for the purpose of section 551
of the companies act 2006 the “act” 
a to exercise all or any of the powers of the company to allot shares of the company or to grant rights
to subscribe for or to convert any security into shares of the company such shares and rights being
altogether referred to as “relevant securities” up to an aggregate nominal value of £106284 to such
persons at such times and generally on such terms and conditions as the directors may determine
subject always to the articles of association of the company and further
b to allot equity securities as defined in section 560 of the act up to an aggregate nominal value of
£106284 in connection with a rights issue or similar offer in favour of ordinary shareholders where
the equity securities respectively attributable to the interests of all ordinary shareholders are
proportionate as nearly as may be to the respective numbers of ordinary shares held by them subject
only to such exclusions or other arrangements as the directors of the company may consider
appropriate to deal with fractional entitlements or legal and practical difficulties under the laws of or
the requirements of any recognised regulatory body in any territory
provided that this authority shall unless previously renewed varied or revoked by the company in
general meeting expire at the conclusion of the next annual general meeting or on the date which is 6
months after the next accounting reference date of the company if earlier save that the directors of the
company may before the expiry of such period make an offer or agreement which would or might require
relevant securities or equity securities as the case may be to be allotted after the expiry of such period and
the directors of the company may allot relevant securities or equity securities as the case may be in
pursuance of such offer or agreement as if the authority conferred hereby had not expired”
to consider and if thought fit pass the following resolution which will be proposed as a special resolution
7 “that subject to and conditional upon the passing of the resolution numbered 6 in the notice convening
the meeting at which this resolution was proposed and in substitution for all existing and unexercised
authorities and powers the directors of the company be and are hereby empowered pursuant to section
570 of the act to allot equity securities as defined in section 560 of the act pursuant to the authority
conferred upon them by resolution 6 as if section 561 of the act did not apply to any such allotment
provided that this authority and power shall be limited to
a the allotment of equity securities in connection with a rights issue or similar offer in favour of ordinary
shareholders where the equity securities respectively attributable to the interests of all ordinary
shareholders are proportionate as nearly as may be to the respective numbers of ordinary shares held
surface transforms plc
■ ■ ■ ■ ■ ■ ■ ■ ■ ■
35 notice of annual general meeting
continued
by them subject only to such exclusions or other arrangements as the directors of the company may
consider appropriate to deal with fractional entitlements or legal and practical difficulties under the
laws of or the requirements of any recognised regulatory body in any territory and
b the allotment otherwise than pursuant to subparagraph a above of equity securities up to an
aggregate nominal amount of £31885 representing approximately 10 of the current issued share
capital of the company
and shall expire at the conclusion of the next annual general meeting or on the date which is 6 months
after the next accounting reference date of the company if earlier save that the company may before such
expiry make an offer or agreement which would or might require equity securities to be allotted after such
expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the power
conferred hereby had not expired”
by order of the board
g v hall
company secretary
dated 4 august 2011
registered office
unit 4 olympic park
poole hall road
ellesmere port
cheshire ch66 1st
company number 3769702
notes
1 a member of the company entitled to attend and vote at the meeting convened by this notice is entitled to appoint one or more proxies
to exercise any of his rights to attend speak and vote at that meeting on his behalf if a member appoints more than one proxy each
proxy must be entitled to exercise the rights attached to different shares a proxy need not be a member of the company
2 a proxy may only be appointed using the procedures set out in these notes and the enclosed proxy form to appoint a proxy a member
must complete sign and date the enclosed proxy form and deposit it at the office of the company’s registrars capita registrars pxs
34 beckenham road beckenham kent br3 4tu by 1200 noon on 12 october 2011 any power of attorney or any other authority
under which the proxy form is signed or a duly certified copy of such power or authority must be enclosed with the proxy form
3 in order to revoke a proxy appointment a member must sign and date a notice clearly stating his intention to revoke his proxy
appointment and deposit it at the office of the company’s registrars capita registrars pxs 34 beckenham road beckenham kent
br3 4tu by 1200 noon on 12 october 2011
4 crest members who wish to appoint a proxy or proxies by utilising the crest electronic proxy appointment service may do so in
relation to the meeting and any adjournments thereof by utilising the procedures described in the crest manual in order for a
proxy appointment made by means of crest to be valid the appropriate crest message must be transmitted so as to be received by
the company’s registrars capita registrars whose crest id is ra10 by the latest time for receipt of proxy appointments specified
in note 2 above for this purpose the time of receipt will be taken to be the time as determined by the timestamp applied to the
message by the crest applications host from which the company’s agent is able to retrieve the message by enquiry to crest in the
manner prescribed the company may treat as invalid a crest proxy instruction in the circumstances set out in regulation 355a
of the uncertificated securities regulations 2001
5 any corporation which is a member of the company may authorise a person who need not be a member of the company to attend
speak and vote at the meeting as the representative of that corporation a certified copy of the board resolution of the corporation
appointing the relevant person as the representative of that corporation in connection with the meeting must be deposited at the office
of the company’s registrars prior to the commencement of the meeting
6 only those persons whose names are entered on the register of members of the company at 6 pm on 12 october 2011 shall be
entitled to attend and vote in respect of the number of shares registered in their names at that time changes to entries on the register
of members after that time shall be disregarded in determining the rights of any person to attend andor vote at the meeting 
7 the return of a completed proxy form other such instrument or any crest proxy instruction see note 4 does not preclude you from
attending the meeting and voting in person if you have appointed a proxy and attend the meeting in person your proxy appointment
will automatically be terminated
surface transforms plc
■ ■ ■ ■ ■ ■ ■ ■ ■ ■
36 printed by michael searle  son limited surface transforms plc
unit 4
olympic park
poole hall road
ellesmere port
cheshire ch66 1st
tel 0151 356 2141


Summary:
 chairman’s statement
for the year ended 31 may 2008
in the year ended 31 may 2011 the company achieved a 73 increase in revenues to £863439 2010
£804800 these revenue levels although higher than last year were lower than expected or budgeted losses
before taxation for the period were higher at £973888 2010 £747091 losses after taxation for the period
were also higher at £870961 2010 £536019
highlights for the 12 month period were
● during october 2010 the company signed a development agreement with a major us manufacturer of
wheels and brake systems for the aircraft industry over the past 24 months the company has undertaken a
series of brake disc trials with this client and this agreement formalises the business relationship between the
two companies this is initially a development agreement and due to the nature of projects of this type it is
difficult to predict timetables and success thresholds nevertheless both parties are focused on completing
the development test programmes and should the company’s carbon ceramic product pass all test criteria
the business will move to commercial supply
● during march 2011 the company entered into a new supply agreement with one of its main clients mov’it
international this contract expires on 31 december 2014 and provides for the sale of ceramic brake discs
with a minimum value of approximately £27 million €31 million over the contract term
● development costs were substantially higher than the previous year due to increased costs associated with
new testing work which was not funded by the customer but which was necessary for automotive and
aircraft brake evaluation programmes the board anticipates that such costs will be considerably reduced in
the coming financial year
● in march 2011 we commenced a new level of commercial partnership with alcon components ltd an
existing client for the supply of carbon ceramic brake discs for selected ranges of high performance cars for
both road and track use the first application is the supply of ceramic brake discs for the nissan gtr for their
asian markets and distributors alcon is one of the premier uk based brake systems suppliers to both the
automotive oem and aftermarket
● during november 2010 the company raised £119 million net of expenses by way of a placing and open
offer to shareholders the new ordinary shares were issued at 17 pence per share the additional funds have
and will be used to increase production capacity and tooling and reduce the direct cost of manufacturing
carbon ceramic discs as well as to support ongoing working capital
financial review
in the year ended 31 may 2011 revenues were £863439 2010 £804800 this 73 increase in revenues
although lower than expected was achieved with no sales of discs to the us brake system supplier for the
development of a next generation military vehicle such sales at approximately £250000 were significant
during the financial year ended 31 may 2010 these revenues have been replaced by sales to commercial
automotive clients the board does not anticipate selling any further discs to the us military development project
until late 2012 by which time we hope that the brake trials will have been completed satisfactorily it is our
understanding that our ceramic discs have performed well to date during testing there have been no breakages
or failures which is very encouraging but consequently there have been no replacement disc sales
the order book and contracted sales for the year ending 31 may 2012 amounts to £568000 31 may 2010
£521996 the contracted sales expected to be in excess of £280000 relate to a three year forward
contractual supply agreement the company entered into in march 2011 with one of its main clients mov’it
international
surface transforms plc
■ ■ ■ ■ ■ ■ ■ ■ ■ ■
3 chairman’s statement
continued
losses after taxation were £870961 2010 £536019 there are two main reasons for the increased losses 
i an increase in research and development costs which was not funded by clients these were incurred to
evaluate brake discs for a number of new car platforms and for an aircraft brake and ii an unexpected reduction
in rd tax credits of £108000 hitherto annual tax credits of approximately £200000 have been received by
the company to cover rd activity 
looking ahead our rd tax credit advisers baker tilly expect tax credits to continue to be received by the
company and within a range of £150000 to £170000 research costs not funded by customers are expected
to fall back sharply to more historic levels in the financial year ending 31 may 2012 
the company has taken additional steps to reduce its cost base and savings of approximately £170000 pa for
the year commencing 1 june 2011 should be achieved
loss per share was 309 pence 2010 loss 233 pence
the company had a cash balance of £615145 at 31 may 2011 31 may 2010 £414513
shareholders funds were £1489607 31 may 2010 £1079133
directors and staff
professor david clark one of the four founders of the company in 1992 will not be seeking re election as a non
executive director at the agm in october this year david is one of the uk’s leading and most respected scientists
in carbon fibre and carbon ceramic technology and he is an adviser to a number of institutions on this subject
including the ministry of defence he cofounded the company as a spin out from ici where he had been a
director in charge of development and new technologies we shall miss his regular counsel at the board but
we shall continue to have access to his advice
dr geoff gould has reached retirement age and has recently reduced his executive status from full time to part
time and he intends to retire fully this year geoff is responsible for sales to the aircraft brake and rocket motor
markets and joined in 2001 from honeywell where he was a senior executive in the carbon fibre business i am
pleased however that we shall continue to have access to his experience and counsel on a consultancy basis
whenever required going forward
with the retirement of david and geoff during 2011 the company is very fortunate that david bundred has
today agreed to join the board as a non executive director david is a chartered engineer and has had a senior
and very successful career at some of the uk’s leading industrial businesses his commercial experience is highly
relevant to the aircraft and automotive brake markets that the company addresses during a 24 year career at
lucas his appointments included general manager of the brake controls and the truck brakes divisions and
between 19931999 he was a divisional managing director and latterly chief operating officer of lucas
aerospace until he retired in 2005 he was ceo of tmd friction group gmbh in germany a large global
supplier of brake pads to the automobile industry
i would like to thank all my colleagues management and staff alike for their hard work and dedication over the
past year it is a credit to all staff that the company has again maintained its iso 9001 accreditation
surface transforms plc
■ ■ ■ ■ ■ ■ ■ ■ ■ ■
4 chairman’s statement
continued
outlook
the 2011 financial year was disappointing for management as we had expected revenues to be much higher
together with lower development costs nevertheless the sales achievement should not be underestimated given
difficult market conditions generally but also as the growth was achieved in spite of there being no sales to the
next generation military project in the usa surface transforms is one of only two worldwide suppliers of
ceramic brake discs and in light of broader demand for such brake systems we expect further expansion of our
business despite the difficulties in forecasting
we have consistently strived to reduce our sales break even levels with lower overheads increased productivity
and programmes to reduce unit product costs current estimates indicate that cash breakeven occurs at
approximately £15 million of revenues given the current product mix
i said last year that the challenges facing management had moved from technology based issues to operating
matters relating to the management of working capital production and the investment in additional process
capacity to accommodate the expected growth in revenues these challenges continue and we have
commenced on process capacity expansion as a priority with detailed discussions currently ongoing with
selected suppliers 
looking ahead to may 2012 although the eurozone economy appears fraught with challenges we do not expect
that the banking and sovereign debt problems will materially affect our automotive clients in sweden germany
and the european racing industry the deficit reduction programmes of the main european economies have
slowed defence spending and so our rocket motor development revenues are expected to remain subdued
we anticipate lower losses for both the first half and also for the full year compared to 201011 we are focussed
on the business achieving cash breakeven as soon as possible and believe that increasing revenues from our
existing customer base will take us to that target the high performance and race automotive sector in europe is
expected to dominate our revenue profile in 2012 and there is the possibility that the supply of ceramic brake
components to the aircraft sector in the usa may commence in late calendar year 2012 
kevin d’silva
chairman
4 august 2011
surface transforms plc
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5