ElecoRA2008

Eleco plcEleco House15 Gentlemen’s FieldWestmill RoadWare, HertfordshireUnited KingdomSG12 0EF

t +44 (0)1920 443830f +44 (0)1920 [email protected]

building on technology

Eleco plc Annual Report and Accounts 2008Printed by Park Communications Limited

Contents

Financial Highlights ................................................................ 1

Chairman’s Statement............................................................ 2

Financial Review ...................................................................... 5

Board of Directors and Company Advisers ........................ 9

Directors’ Report...................................................................... 10

Corporate Governance Report .............................................. 13

Remuneration Report ............................................................. 14

Independent Auditors’ Report.............................................. 19

Consolidated Income Statement.......................................... 20

Consolidated Statement of Recognised Income and Expense ............................................................... 20

Consolidated Balance Sheet ................................................. 21

Consolidated Cash Flow Statement .................................... 22

Significant Accounting Policies ........................................... 23

Notes to the Consolidated Financial Statements............ 28

Notes explaining transition to IFRS.................................... 50

Reconcilation of Profit ........................................................... 51

Reconciliation of Equity 2006 ............................................. 52

Reconciliation of Equity 2007.............................................. 53


Company Balance Sheet ........................................................ 55

Statement of Company Accounting Policies .................... 56

Notes to the Company Financial Statements................... 57

Five Year Summary.................................................................. 62

Financial Calendar................................................................... 62

Capital Gains Tax..................................................................... 62

Notice of Meeting ................................................................... 63

Explanatory Notes of the Principal Changesto the Company’s Articles of Association ......................... 65

Form of Proxy........................................................................... 67

Group Directory........................................................................ IBC

Front cover:Dalry School, Ayrshire, ScotlandSpeedDeck Building Systems

Group Directory

Building SystemsBELL & WEBSTER CONCRETE LIMITEDGrantham, LincolnshireTel: +44 (0) 1476 562277 Fax: +44 (0) 1476 562944E-mail: [email protected]: www.eleco.com/bellandwebsterManufacturer and supplier of FastBuildTM precast concrete rooms,retaining walls, terracing units and other contrete products.MILBURY SYSTEMS LIMITEDLydney, GloucestershireTel: +44 (0) 1275 857799 Fax: +44 (0) 1275 853123E-mail: [email protected]: www.milbury.comManufacturer and supplier of prestressed and precast retainingstructures

GANG-NAIL SYSTEMS LIMITEDAldershot, HampshireTel: +44 (0) 1252 334691 Fax: +44 (0) 1252 334562E-mail: [email protected]: www.eleco.com/gangnailManufacturer and supplier of roof truss connector plates,Ecojoist® floor joist webs and associated design and engineeringsoftware.

ELECO BAUPRODUKTE GmbHMunich, GermanyTel: +49 (0) 816 187960 Fax: +49 (0) 816 1879633E-mail: [email protected]: www.eleco.com/elecobauprodukteSupplier of roof truss connector plates and associated design andengineering software.

INTERNATIONAL TRUSS SYSTEMS (PTY) LIMITEDJohannesburg, South AfricaTel: +27 (0) 11 397 4441 Fax: +27 (0) 11 397 4929E-mail: [email protected]: www.eleco.com/itsSupplier of roof truss connector plates and associated design andengineering software.

SPEEDDECK BUILDING SYSTEMS LIMITEDYaxley, SuffolkTel: +44 (0) 1379 788166 Fax: +44 (0) 1379 788161E-mail: [email protected]: www.eleco.com/speeddeckManufacturer and supplier of secret-fix and standing seam metalroofing and Vitesse® wall and rainscreen cladding systems.

DOWNER CLADDING SYSTEMS LIMITEDYaxley, SuffolkTel: +44 (0) 1379 787215 Fax: +44 (0) 1379 788161E-mail: [email protected]: www.eleco.com/downerSupplier of fixing and support systems for rainscreen cladding.

PROMPT PROFILES LIMITEDNorwich, NorfolkTel: +44 (0) 1603 720090 Fax: +44 (0) 1603 720202E-mail: [email protected]: www.eleco.com/promptprofilesManufacturer and supplier of profiled metal products for theroofing systems industry.

ELECO TIMBER FRAME LIMITEDYaxley, Suffolk Liverpool, MerseysideTel: +44 (0) 1379 783465 Tel: +44 (0) 151 448 0066Fax: +44 (0) 1379 783659 Fax: +44 (0) 151 448 0066Website: www.eleco.com/elecotimberframeManufacturer and supplier of ElecoFrame® timber frame,EcoJoist® floor joist and ElecoFloor® acoustic flooring products

SoftwareASTA DEVELOPMENT PLCThame, OxfordshireTel: +44 (0) 1844 261700 Fax: +44 (0) 1844 261314E-mail: [email protected]: www.astadev.comDeveloper and supplier of project and resource managementsoftware.

CONSULTEC BYGGPROGRAM ABSkellefteå, SwedenTel: +46 (0) 910 87878 Fax: +46 (0) 910 87809E-mail: [email protected]: www.consultec.seDeveloper and supplier of building project software.

CONSULTEC SYSTEM ABSkellefteå, SwedenTel: +46 (0) 910 87800 Fax: +46 (0) 910 87849E-mail: [email protected]: www.consultec.seDeveloper and supplier of design and engineering software.

CONSULTEC ARKITEKTER & KONSTRUKTORER ABSkellefteå, SwedenTel: +46 (0) 910 87800 Fax: +46 (0) 910 87809E-mail: [email protected]: www.consultec.seArchitectural consultancy and software reseller.

ELECO SOFTWARE LIMITEDAldershot, HampshireTel: +44 (0) 1252 334695 Fax: +44 (0) 1252 332287E-mail: [email protected]: www.eleco.com/softwareDeveloper and supplier of 3D design and engineering software.

ELECO SOFTWARE GmbHHameln, GermanyTel: +49 (0) 5151 787 9928 Fax: +49 (0) 5151 787 9929E-mail: [email protected]: www.elecosoftware.deDeveloper and supplier of 3D design software.

ESIGN SOFTWARE GmbHHanover, GermanyTel: +49 (0) 511 856 14340 Fax: +49 (0) 511 856 14343E-mail: [email protected]: www.e-sign.com

Developer and supplier of software solutions for the floorcoverings industry.

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Financial Highlights

2008 2007£’000 £’000

Revenue 84,909 61,923

Profit from operations 8,022 5,821

Profit after tax for the year 6,133 4,938

Earnings per share 10.6p 9.3p

Dividends per share

Interim 1.0p 0.7p

Proposed final 2.0p 3.0p 1.8p 2.5p

Dividend cover 3.5 times 3.6 times

Capital expenditure 4,016 1,348

Net Funds 5,848 4,760

Williams Wharf, WarringtonEleco Timber Frame.

2 Annual Report and Accounts 2008

Chairman’s Statement

I am pleased to present my statement for the year ended30 June 2008, which includes the review of our businessactivities and the outlook for the current year.

Eleco continued its progress in the year under review due to astrong performance from our expanded precast concreteoperations, limited exposure to the UK and Irish housingmarkets, accounting for only 14 per cent. of Group turnover, anda significantly improved performance from our softwareinterests.

Performance SummaryGroup turnover for the year increased by 37.1 per cent. to£84.9m (2007: £61.9m).

Group operating profit was 37.8 per cent. higher at £8.0m(2007: £5.8m). Group operating profit was arrived at afterdeducting intangible asset amortisation costs for the year of£531,000 (2007: £425,000) and included a first yearcontribution of £671,000 from Milbury Systems, which wasacquired in November 2007, before deducting acquisitionaccounting adjustments of £128,000 and intangible assetamortisation costs of £108,000.

Profit on ordinary activities before tax was 39.9 per cent. higherat £8.2m (2007: £5.9m), after net interest receivable of £202,000(2007: £59,000).

Group profit for the year after tax increased 24.2 per cent. to£6.1m (2007: £4.9m) equivalent to 10.6p earnings per share(2007: 9.3p earnings per share).

Operating cash flow was again strong and net funds in hand at30 June 2008 increased to £5.8m (2007: £4.8m). The cash costof financing the acquisition of Milbury Systems during the year was £3.0m net of the cash balances acquired with thecompany.

Investment in new products and enhanced softwaredevelopment increased by 26.9 per cent. to £2.9m (2007: £2.3m).

DividendsThe Board proposes an increased final dividend of 2.00p pershare (2007: 1.80p per share), which, subject to approval byshareholders, will be paid on 14 November 2008 to shareholderson the Register on 17 October 2008.

The proposed final dividend, together with the interim dividendof 1.00p already paid, would result in total dividends in respectof the year ended 30 June 2008 of 3.00p per share (2007: 2.50pper share), an increase of 20 per cent.

The total of dividends paid and proposed was covered 3.5 timesby earnings per share of 10.6p (2007 Dividend Cover: 3.6 timesearnings per share of 9.3p per share).

EmployeesI would like to thank our employees in the UK, Germany,Sweden and South Africa whose hard work, dedication and skillhave made possible these significantly improved results in aparticularly difficult trading environment.

Review of Business ActivitiesBuilding SystemsOur Building Systems products are designed and engineered forprojects that lend themselves to the efficient application ofModern Methods of Construction. They give our customers acompetitive edge by maximizing the speed, efficiency andeconomy of the build process.

Turnover of our Building Systems operations increased by37.9 per cent. to £71.4m (2007: £51.8m) and operating profitincreased by 20.9 per cent. to £7.4m (2007: £6.1m). Operatingprofit before acquisition accounting adjustments andamortisation of intangible assets was £7.7m (2007: £6.2m).

Precast ConcreteTurnover of our Precast Concrete operations increased by81.3 per cent. to £37.9m (2007: £20.9m) and operating profitincreased by 57.7 per cent. to £4.1m (2007: £2.6m). Operatingprofit before acquisition accounting adjustments andamortisation of intangible assets was £4.4m (2007: £2.6m).

Bell & Webster Concrete achieved a significant increase in salesof its FastBuild Rooms for hotels and student accommodationprojects in the second half of the year; sales of its retaining walland other products also remained firm. As a consequence,operating profits were significantly higher than last year.

Bell & Webster Concrete also acquired a new site atHoveringham which now enables it also to supply pre-stressedreinforced concrete panels. The site opens up new markets suchas schools, prisons, nursing/residential homes and key workeraccommodation for its FastBuild Rooms and is now fullyoperational. The plant was commissioned on time and budgetand the costs of commissioning have been fully accounted forin the year under review.

Robert Gordon University, AberdeenSpeedDeck Building Systems

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Milbury Systems performed particularly well in its first full sixmonth period as part of the Group and its management andemployees are to be congratulated on the enthusiasm andinitiative they have shown on joining Eleco.

We are committed to a policy of good environmental practiceand continual improvement. Bell & Webster Concrete andMilbury Systems are currently engaged on a majorenvironmental improvement project at their production plantsat Grantham, Hoveringham and Lydney with the object ofgaining ISO14001:2004 accreditation, an international standardfor environmental management that is applied and recognisedworldwide. The initial audit for the registration process will takeplace in October 2008 and we are aiming to gain accreditationduring February 2009.

Bell & Webster Concrete has also applied to register itsGrantham production, design and administrative operations forthe British Standards Institute OHSAS 18001: 2007 standard foroccupational health and safety management systems. The firststage of the registration process began in September 2008.Application for registration will also be made in respect of thesite at Hoveringham and Milbury Systems’ site at Lydney in duecourse. We are aiming for the first stage accreditation duringJanuary 2009.

I believe that the gaining of these accreditations will enhanceour reputation as a leading manufacturer of precast concreteelements for the UK construction industry.

I am pleased to say that a Bell & Webster Concrete project hasagain been shortlisted for a Construction Excellence Award inthe ‘Project of the Year Category’. The shortlisted project is thehighly acclaimed Mason Hall student accommodation projectfor the University of Birmingham.

Other Building SystemsOur Other Building Systems operations comprise roofing andcladding; timber frame and engineered timber products; andtimber engineering systems.

Turnover increased by 8.7 per cent. to £33.5m (2007: £30.9m).Operating profit reduced by 8.3 per cent. to £3.3m (2007:£3.5m). Operating profit before amortisation of intangibleassets was £3.3m (2007: £3.6m).

Roofing and CladdingSpeedDeck Building Systems launched two new products at theInterbuild Exhibition in October, 2007. SpeedRoof®, a secret fixroofing product and Elan, a cladding product were well receivedby the market. SpeedDeck Building Systems also successfullydirected its main marketing effort in the second half on theGovernment’s educational building programme. Its order bookat the end of the year was significantly higher than at thebeginning. Downer Cladding Systems also performed well in the

second half. As a consequence the improvement inperformance by our roofing and cladding operations that Ireported in the first half year, continued in the second half.

Timber frame and engineered timber productsEleco Timber Frame made a higher profit in the second half in aweak market. However, by the end of the year even this sectorof the housing market had come under severe pressure andsteps have now been taken to market its patented ElecoFrame®product more actively for use in commercial projects as well associal housing projects. ElecoFrame® is particularly suitable forthe latter, due to its ability to achieve level 4, 5 and 6 of theCode for Sustainable Homes, in combination with relevanttechnologies.

Timber Engineering SystemsIn my interim statement, I reported that the overall profits ofour timber engineering businesses were some 20 per cent.lower at the half year mainly because of significant weakness inthe Irish, UK and South African housing markets. Lower profitsfrom Gang-nail Systems in the UK and International TrussSystems in South Africa were offset to some extent by increasedprofits from Eleco Bauprodukte which is principally involved inthe commercial market in Germany.

In the second half, the weakness in the Irish and UK housingmarkets accelerated and the South African market experienceda marked drop in confidence. As a consequence, profits ofGang-Nail Systems and International Truss Systems weresignificantly lower, offset again by increased profits from ElecoBauprodukte. This limited the drop in profits of our timberengineering businesses overall to 25 per cent. for the year.

SoftwareOur Software operations comprise Construction Software andVisualisation Software.

Turnover of our Software operations increased by 33.2 per cent.to £13.5m (2007: £10.1m).

Our Software operations made an operating profit of £0.9m,after total acquisition accounting adjustments andamortisation of intangible assets of £0.4m (2007: Operating loss£0.3m, after total acquisition accounting adjustments andamortisation of intangible assets: £0.5m). Fully expenseddevelopment costs were £2.3m (2007: £1.8m).

Operating profit before acquisition accounting adjustments andamortisation of intangible assets was £1.4m (2007: £0.2m).

Construction SoftwareConsultec and Asta Development both performed well.Consultec Sweden achieved a significant improvement in profitfor the year and Asta Development record turnover and profit.However, Consultec UK’s was adversely affected by thedownturn in the UK housing market and its profits were lower.


Chairman’s Statement

Consultec Sweden successfully completed the development ofits new .Net based Bidcon® Estimating package, which will belaunched this autumn in Sweden. Asta Development alsosuccessfully released a new version of the Asta Powerprojectsoftware and expanded their distribution network to includeAustralia and Dubai. The release of Consultec UK’s newobjectivised Timber Frame software program was also wellreceived.

Visualisation SoftwareSales of Visualisation Software, particularly of our retailproducts, increased in the period. We also reached agreementwith 9 of the 10 international distributors that we had targetedfor our consumer applications. Increased costs of investing innew programs again resulted in a modest loss, but VisualisationSoftware improved its position overall during the year and iswell placed for the year ahead. For example, we recentlysecured a trademark license to produce software in the UKunder the highly successful “Grand Designs” brand. “GrandDesigns 3D” will be launched in October 2008 and will mark asignificant step change in the profile and performance ofEleco’s home design software in the UK.

FinanceWe have consistently applied sound financing policies since theCompany’s recovery in the past decade and I am again pleasedto report that our strong operating cash flows in the year underreview improved our net cash position at the year end. Our cashresources, together with the committed medium term bankingfacilities that we put in place last year, in anticipation of thetightening credit conditions, provides a strong underpinning forour trading operations and will also enable us to takeadvantage of investment opportunities as they arise. As creditconditions in the financial markets continue to tighten,increasing importance is being placed by customers on thefinancial standing of their suppliers. Given our strong financialposition, Eleco is well placed to provide the necessaryassurances and I believe that this may well give us acompetitive edge in current conditions.

OutlookTrading conditions will be tough this year. However, we willapply the same measured and positive approach to our businessin the year ahead, albeit against a backdrop of increasinglydifficult market conditions. Our Building Systems operationswill concentrate their efforts on opportunities in theinfrastructure, hotel and educational sectors; and our Softwareoperations will focus on international and consumer markets.Given our strong financial position and the strength we derivefrom the balance of the products and business that we nowhave in the Group, I am confident that Eleco will perform wellin the circumstances

John KetteleyEXECUTIVE CHAIRMAN

16 September 2008

Cutty Sark restorationAsta Powerproject® – Asta Development

(Image courtesy of The Cutty Sark Trust)

5

Eleco has had another successful year reporting significant growth in underlying sales revenues and profits notwithstanding theworsening general economic and financial climate, which began to develop during the financial year as fall out from the “creditcrunch”. Overall, sales revenues increased by 37.1%, an underlying 25.7% after taking account of the impact of acquisitions, andprofits before tax by 39.1%.

The Group financial statements have been prepared in accordance with International Financial reporting Standards (IFRS). And allrelevant comparatives for the year ended 30 June 2007 have also been restated on an IFRS basis. A reconciliation of the impact ofthe adoption of IFRS on the Group’s financial performance and its financial position is included in this Annual Report.

Key performance indicator highlights for the year, which are discussed further below, were:

2008 2007 % change

Revenue from continuing operations (£m):

Building Systems 71.4 51.8 37.9

Software 13.5 10.1 33.2

Group total 84.9 61.9 37.1

Operating margin from continuing operations before amortisation of intangible assets (%):

Building Systems 10.6% 11.9%

Software 9.9% 0.7%

Group total 10.4% 10.1%

Net funds at year end (£’000): 5,848 4,760

Free cash flow generated (£’000): 6,226 4,463

Capital expenditure and investment in R & D (£’000): 6,945 3,656

EBITDA return on average assets managed (%): 22.7% 23.5%

Trading results The year’s trading results include the contribution to Precast Building Systems from Milbury Systems, about which fuller details aregiven in note 25 to the accounts, which was acquired in November 2007. Milbury Systems contributed an operating profit of£671,000 in the year, before the impact of the uplift of £128,000 to work-in-progress at the acquisition date and £108,000amortisation of intangible assets.

Group revenue from continuing operations rose by £17,640,000 in the year to £79,563,000. £5,346,000 was the additional revenuecontribution from Milbury Systems. Software contributed £13,491,000 revenue, an increase of £3,361,000 year on year, representing15.9% of the total sales revenue, as compared with 16.4% in the previous year.

Operating profits increased by £2,201,000, including the contribution from Milbury Systems, to £8,022,000. This result is aftercharging £319,000 of abortive merger costs and compares with £5,821,000 the previous year. EBITDA for the year of £10,195,000compares with £7,653,000 the previous year.

The segmental analysis of results is shown in note 2 to the financial statements.

With £37,864,000 revenue, the largest business segment, Eleco Precast produced an operating profit before intangible assetamortisation and acquisition accounting adjustments of £4,379,000, representing an operating margin of 11.6%. Eleco BuildingComponents, through increasing revenue by 22.6% to £18,611,000 and increasing its operating margins to 5.1% from 3.2%previously. Eleco Timber Engineering’s nailplate activities were the most affected by deteriorating market conditions, in South Africaas well as in the UK and Ireland. Revenue overall for the year fell by 4.9% to £14,943,000, despite growth by the German operation,and operating margins declined from 19.5% to 15.4%, the consequence of reduced demand and sharply rising steel input costs.

Software produced an operating profit before intangible asset amortisation and acquisition accounting adjustments of £1,368,000compared with £186,000 in the previous year, the improvement being mainly driven by a full year’s contribution from AstaDevelopment and much improved performance of Consultec in Sweden. £2,347,000 of software development costs were expensed inthe year an increase of £514,000 over the previous year. The total deferred income creditor at 30 June 2008 amounted to £2,552,000,with unrecognised maintenance and support revenues increasing in the period by £462,000 over £2,090,000 the previous year.

The proportion of total Group revenue outside the UK declined to approximately 21.6% from 27.0% last year. Operating profits,before intangible asset amortisation, generated by the Group’s overseas subsidiaries accounted for approximately 26.2% comparedwith approximately 31.6% last year. The translation impact of the movement in average exchange rates from last year to this year

Financial Review


Financial Review

was to increase revenue originating in Germany, Sweden and South Africa by £599,000, being approximately 3.9%, to increaseoperating profits generated overseas by £46,000, being approximately 1.8% and to increase operating profit generated on sales toEurope during the year of approximately £130,000. The overall £176,000 positive translation impact on operating profits ofmovements in the currencies to which the Group is principally exposed mainly reflects the 8% strengthening in the average Euroexchange rate offset somewhat by the 5% weakening in the average SA Rand exchange rate.

Net bank and lease interest receivable was £115,000 (2007: £18,000). In addition, there was further finance income of £87,000(2007: £41,000) reported under IAS 19, being the difference between the expected return of assets of the Eleco Retirement andBenefits Scheme and the interest calculated on Scheme liabilities.

Taxation, earnings and dividend A full reconciliation of the tax charge for the current year of £2,091,000 representing an effective rate on profits of 25.4% (2007:16.0%) is detailed in note 6 to the financial statements. The effective standard rate of UK Corporation Tax for the year was 29.5%resulting from the reduction in the standard rate to 28% during the year. Included in the overall tax charge for the year, is adeferred tax credit of £374,000 arising on accelerated capital allowances and other temporary differences, including the eliminationof the previous deferred tax provision of £298,000 in respect of Industrial Buildings Allowances. Included within the deferred taxliabilities is £1,054,000 in respect of intangible assets recognised on the acquisition of subsidiaries, whose amortisation is notdeductible for Corporation Tax.

Profits after tax for the year were £6,133,000 (2007: £4,938,000). Basic earnings per share were 10.6p (2007: 9.3p). Fully dilutedearnings per share, reflecting the impact of outstanding share options, were 10.5p (2007: 9.3p).

The final dividend proposed of 2.0 pence per share makes a total of 3.0 pence paid and proposed for the year, a 20.0% increase onthe previous year. The Employee Share Ownership Trust has waived its rights to dividends on the 744,120 shares held by it and thereare 59,209,119 shares ranking for the final dividend proposed. The total ordinary dividends paid during the year of £1,600,000 arecovered 3.8 times by the earnings attributable to ordinary shareholders (2007: 4.4 times). The paid interim dividend and proposedfinal dividend for the year are together covered 3.5 times by the year’s earnings (2007: 3.6 times).

Shareholders’ equity and net assets At 30 June 2008, shareholders’ equity amounted to £25,887,000, after recognising £5,065,000, net of the related deferred tax asset,as a retirement benefits liability, compared with £20,941,000 at 30 June 2007.

The increase in intangible assets during the year principally reflects the acquisition of Milbury Systems during the year with theassociated initial goodwill and other intangible assets of £4,973,000. At 30 June 2008, net tangible assets, after taking account ofthe retirement benefits liability now accounted for under IAS 19, represent 50% of total net assets compared with 48% the previousyear and 82% in 2006, the reduction since reflecting acquisitions during the period with their associated initial goodwill and otherintangible assets.

2008 2007 2006£’000 £’000 £’000

Intangible assets 18,001 69% 13,436 64% 5,719 47%

Retirement benefits liability (net of deferred tax) (5,065) (19%) (2,530) (12%) (3,541) (29%)

Other net assets 12,951 50% 10,035 48% 9,966 82%

25,887 100% 20,941 100% 12,144 100%

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The analysis of the Group’s nets assets and borrowings by currency at 30 June 2008 is as follows:

Net assets Net assets after£000’s before financing Net cash bank financing 2007

Sterling 20,863 387 21,250 17,944

Euro (290) 2,066 1,776 1,318

Swedish Krona (1,602) 1,590 (12) (597)

South African Rand 49 2,734 2,783 2,253

Other 59 31 90 23

19,079 6,808 25,887 20,941

109% (2007: 109%) of the Group’s net assets before bank financing and 82% (2007: 86%) of net assets are Sterling denominated.Further analysis of the Group’s transactional currency and interest rate exposures is given in note 26 to the financial statements.

The Group’s financial risks associated with interest rate and foreign currency movements are managed centrally within policiesapproved by the Board. Where appropriate, hedging is undertaken to manage local currency transactional risks arising fromoperational activities. There is no present policy to hedge the Group’s exposures arising from profit translation or the effect ofexchange rate movements on the Group’s overseas net assets.

Gearing and cash flow Following total expenditure of £6,830,000 on capital expenditure, investments and acquisitions, total net cash in hand at 30 June2008, being net of lease borrowings of £960,000, amounted to £5,848,000 (2007: 4,760,000). Hence, the Group remains ungeared,with net cash balances representing at 30 June 2008 approximately 22.6% (2007: 22.7%) of shareholders’ funds.

The summary Group cash flow is shown below. Operating cash flow was again extremely strong at £11,911,000, representingapproximately 148% of operating profit.

Capital expenditure during the year on tangible fixed assets, excluding assets acquired under leasing arrangements, amounted to£3,946,000 and £70,000 was spent on intangible assets, an aggregate increase of £2,668,000 on the expenditure in the previousyear, the principal investments being the freehold property occupied by Milbury Systems, purchased at a cost of £1,030,000 andthe leasehold property, plant and equipment, purchased at a cost of £1,447,000, for the additional factory for Bell & WebsterConcrete at Hoveringham.

Free cash flow, representing the cash available to finance the payment of dividends, acquisitions and investments, the repaymentof term borrowings and other financing items, was an inflow of £6,226,000 (2007: £4,463,000).

£2,963,000, net of £253,000 cash acquired, was expended on the acquisition of Milbury Systems.

Summary Group cash flowYear ended Year ended

30 June 2008 30 June 2007£’000 £’000

Cash inflow from continuing operations 11,911 6,168Capital expenditure net of proceeds from fixed asset disposals (3,867) (1,033)Interest 138 (9)Tax (1,956) (663)

Free cash flow 6,226 4,463Acquisitions (2,963) (2,622)Loan to Employee Share Ownership Trust (15) (204)Repayment of principal under finance leases (428) (374)Equity dividends paid (1,600) (1,122)

Net cash inflow 1,220 141Exchange adjustment 188 (162)

Increase in net cash balances 1,408 (21)

7


Financial Review

Average year-end working capital of the trading subsidiaries as a percentage of annualised revenue was negative at 2.5% (2007:negative 0.9%). Average year-end trade working capital, i.e. stocks and trade debtors less trade creditors, of the trading subsidiariesas a percentage of annualised revenue was 6.5% (2007: 10.9%). These key indicators of our cash management activities are at orclose to the best previously achieved in 2006, despite the effect of significant increases in input costs on stock values.

We remain focused on efficient asset utilisation and avoiding unnecessary investment in this area and we continue to work wellwith trade suppliers.

Funding The maturity profile of the Group’s lease borrowings and £15,400,000 undrawn bank borrowing facilities at 30 June 2008 is set outin notes 18 and 26 to the financial statements. The principal financial borrowing covenants in relation to the bank facilities are fornet interest to be covered not less than 3 times by operating profits.

During the year, £4,600,000 was drawn down from the revolving loan facility to facilitate the acquisition of Milbury Systems butthis amount was subsequently repaid.

While the Group has consistently demonstrated its strong operational cash flow capabilities, the significant committed lendingfacilities available to it serve to underpin its development plans, to provide working capital support and to reduce liquidity risk.

In the current market conditions with constrictions to available bank credit, the strong financial position of the Group togetherwith the facilities committed to it from Lloyds TSB Bank plc, should assist the competitive position of the operating companies assuppliers of standing to the customer base.

David S DannhauserFINANCE DIRECTOR

16 September 2008

De Vere Hotel, Ashton MossBell & Webster Concrete

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Board of Directors and Company Advisers

John Ketteley FCAAppointed Executive Chairman in 1997, John Ketteley has an investmentbanking background. He was formerly non-executive Chairman of BTP plc,Country Casuals plc and Prolific Income plc. Age 69.

David Dannhauser MA ACAAppointed Finance Director in February 1994. David Dannhauser was previouslya director of Caverdale Group PLC. Age 53.

Michael McCullenAppointed a Director in March 2007. Michael McCullen was a founding partnerof Asta Development and is Chief Executive of Eleco Construction Software. Age 46.

Fred NewbyAppointed a Director in April 2005. Fred Newby is Chief Executive of ElecoPrecast, having been Managing Director of Bell & Webster Concrete since 1994.Age 61.

Paul TaylorAppointed Chief Executive of Eleco Building Components in July 2004 havingpreviously held the position of Group Operations Director and GroupCommercial Director since July 2000. Prior to that Paul Taylor was head of theEuropean operations of the NASDAQ listed company DeVlieg-Bullard Inc.Age 43.

Jonathan Cohen TD MA FCA*Chairman of the Audit Committee

Appointed a Non-Executive Director in November 2002. Jonathan Cohen waspreviously Chief Executive of County NatWest Limited and Vice Chairman ofCharterhouse Bank Limited. He is currently Chairman of Savile Group PLC, adirector of IDDAS Limited, a non-executive director of The Rose PartnershipLimited and Chairman of Clearwater Hampers Limited. Age 64.

Tom Quinn*Chairman of the Remuneration Committee

Appointed a Non-Executive Director in November 2000. Tom Ouinn waspreviously a partner of W Greenwell and Company, stockbrokers, a director ofSamuel Montague and Company Limited, Barclays de Zoete Wedd Limited andHambros Bank plc. Age 69.

* Member of the Audit, Remuneration and Nomination Committees.

SecretaryIvor A Barton ACIS

Registered officeEleco House15 Gentlemen's FieldWestmill RoadWareHerts SG12 OEFTel: +44 (0)1920 443830Fax: +44 (0)1920 469681E-mail: [email protected]: www.eleco.com

Registered number354915

AuditorsGrant Thornton UK LLP

BankersLloyds TSB Bank plc

Financial AdvisersHawkpoint Partners Limited

Nominated Adviser & BrokerCollins Stewart Europe Limited

SolicitorsBerwin Leighton Paisner LLP

Financial Public RelationsBuchanan CommunicationsLimited

Registrars and transfer officeCapita RegistrarsNorthern HouseWoodsome ParkFenay BridgeHuddersfieldWest Yorkshire HD8 0LATel: +44 (0) 870 162 3100


Directors’ Report

The Directors present their report and the audited financial statements for the year ended 30 June 2008.

Review of the businessThe Group’s principal activities include the manufacture and supply of building systems and products, and the design and supply ofsoftware systems. A list of the principal operating subsidiaries is set out in note 6 on page 59 of the Company financial statements.

The accompanying Chairman’s Statement and Financial Review provide a more detailed description of activities during the year,including comments on sales, sales volumes and margins and future prospects. The principal risks and uncertainties in thebusinesses are the underlying levels of activity in the markets in which they operate and the related impact on customer demand,significant movements in raw materials costs, changes to building codes, which might impact on the products supplied andunforeseen delay in the implementation of software development projects.

The assessment of the major financial risks applicable to the Group is in note 26 to the financial statements.

Results for the yearThe Group profit before taxation was £8,224,000 (2007: £5,880,000). The detailed financial statements of the Group are set out onpages 20 to 49.

DividendsAn interim dividend of 1.00 pence per share was paid during the year. The Directors recommend for payment on 14 November 2008a final dividend of 2.00 pence per share to ordinary shareholders on the register at the close of business on 17 October 2008.Combined with the interim dividend, this will make a total distribution of 3.00 pence per share (2007: 2.50 pence per share).

AcquisitionOn 22 November 2007, the Group acquired the entire issued share capital of Milbury Systems Limited at a cost of £7,485,000, asset out in note 25 on page 44.

Share capital and share option schemesDetails of the share capital and share option scheme are shown in notes 22 and 23 on pages 42 and 43 to the financial statements.

Directors and their interestsThe current composition of the Board of Directors is shown on page 9 and all the Directors held office throughout the year.

J H B Ketteley and F E Newby retire by rotation at the forthcoming Annual General Meeting and, being eligible, will offer themselvesfor re-election.

Details of the interests of each Director who held office at 30 June 2008 in, and options over, the share capital of the Company,together with details of service agreements entered into by the Group companies are shown in the Remuneration Report on pages14 to 18.

Substantial interestsAs at the date of this Report, the Company has been notified of the following interests in the issued share capital of the Company:

Number of shares Percentage

J H B Ketteley 7,421,530 12.38%

H A Allen 5,643,170 9.41%

Delta Lloyd Europees Deelnemingen Fonds N.V. 5,444,000 9.08%

Lowland Investment Company PLC 3,128,443 5.22%

Rights and Issues Investment Trust PLC 3,075,000 5.13%

PR and MJ Ketteley 2,500,000 4.17%

Research and developmentProduct innovation and development is a continuous process. The Group commits resources to the development of new productsand quality improvements to existing products and processes in all its business segments.

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Employee involvementThe Group is committed to a policy of involvement by keeping its employees fully informed regarding its performance andprospects. Employees are encouraged to present their suggestions and views. The Group operates a Long Term Incentive Planinvolving share-based incentives.

Employment of disabled personsThe Company’s policy is to provide equality of opportunity for all employees without discrimination and continues to encouragethe employment, training and advancement of disabled persons in accordance with their abilities and aptitudes, provided that theycan be employed in a safe working environment. Suitable employment would, if possible, be found for any employee who becomesdisabled during the course of their employment with the Group.

Policy regarding the payment of suppliersThe Company’s policy is to agree terms of payment with suppliers at the commencement of the trading or contractual relationship,and to operate within such terms subject to satisfactory completion of the suppliers’ obligations. As at 30 June 2008, the Group’saverage number of trade creditor days was 43.

Charitable contributionsDuring the financial year donations to charities and good causes totalled £747. The Group does not make any political donations.

Directors’ responsibilities in relation to the financial statementsThe Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law andregulations.

Company law requires the Directors to prepare financial statements for each financial year. The London Stock Exchange announcedthat AIM companies are required to prepare consolidated financial statements in accordance with International Financial ReportingStandards (IFRS), as adopted by the EU, with accounting periods beginning on or after 1 January 2007. The Directors have preparedconsolidated financial statements in accordance with International Financial Reporting Standards (IFRS), as adopted by the EU, forthe first time for the year ended 30 June 2008 and restated the comparative financial information for 2007.

The Company financial statements continue to be prepared in accordance with United Kingdom Accounting Standards (UK GAAP).The financial statements are required by law to give a true and fair view of the state of affairs of the Group and Company and ofthe profit or loss of the Group 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 applicable IFRS or UK GAAP have been followed, subject to any material departures disclosed and explained inthe financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company willcontinue in business.

The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financialposition of the Group and Company and enable them to ensure that the financial statements comply with the Companies Act 1985.They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention anddetection of fraud and other irregularities. In so far as the Directors are aware:

• there is no relevant audit information of which the Group’s auditors are unaware; and

• the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit informationand to establish that the auditors are aware of that information.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on theCompany’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements maydiffer from legislation in other jurisdictions.


Directors’ Report

Directors' statement as to disclosure of information to AuditorsThe Directors, who were members of the Board at the time of approving the Directors’ Report, are listed on page 9. Having madeenquiries of fellow Directors and of the Auditors, each of the Directors confirms that to the best of his knowledge and belief, thereis no information relevant to the preparation of their Report of which the Auditors are unaware and he has taken all steps a Directormight reasonably be expected to have taken to be aware of relevant audit information and to establish that the Auditors are awareof that information.

Directors’ IndemnitiesQualifying third party indemnity provisions (as defined in Section 309B(1) of the Companies Act 1985) are in force for the benefitof the Directors.

Annual General MeetingYour attention is drawn to the Notice of Meeting on pages 63 and 64 of this Report convening the Annual General Meeting of theCompany at 12:00 noon on 5 November 2008 at the Brewers’ Hall, Aldermanbury Square, London EC2V 7HR. The Notice of Meetingsets out and explains the special and ordinary business to be conducted at the meeting.

Adoption of new Articles of AssociationThe Board proposes to adopt new Articles of Association, principally to incorporate changes introduced by the Companies Act 2006.Shareholders’ approval is being sought to the proposed changes to the Articles of Association, which are explained on pages 65and 66, at the above mentioned Annual General Meeting.

AuditorsGrant Thornton UK LLP have indicated their willingness to continue in office. A resolution will be proposed at the forthcomingAnnual General Meeting to re-appoint them as Auditors.

By order of the Board

I A BartonSECRETARY

Eleco House15 Gentlemen’s FieldWestmill RoadWareHerts SG12 0EF

16 September 2008

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Corporate Governance Report

The Company’s shares have been listed on the Alternative Investment Market since March 2006. Although companies listed on AIMare not required to comply with the Combined Code on Corporate Governance, the Board is committed to ensuring that highstandards of corporate governance are followed as appropriate to the Company’s size and activity.

The Board of Directors, which consists of the Executive Chairman, Group Finance Director, three other Executive Directors and twoindependent Non-Executive Directors, meets at least ten times throughout the year.

The Directors have access to independent professional advice in executing their duties on behalf of the Company.

Audit CommitteeThe Audit Committee, which consists of the Non-Executive Directors, has specific terms of reference and meets with the auditorsat least twice a year. The Committee reviews the financial statements prior to their recommendation to the Board for approval andassists the Board in ensuring that appropriate accounting policies, internal financial controls and compliance procedures are inplace.

Internal audit activity continues to be monitored by the Audit Committee.

Remuneration CommitteeThe Remuneration Committee consists of the Non-Executive Directors and is responsible for determining the remunerationarrangements of the Executive Directors and for advising and recommending to the Board on the Company’s remuneration policyfor senior executives. Information on Directors’ remuneration is set out in the Remuneration Report on pages 14 to 18.

No Director is involved in deciding his own remuneration.

Nominations CommitteeThe Nominations Committee consists of the Non-Executive Directors and other Directors appointed by the Board, and is responsiblefor reviewing the structure, size and composition of the Board and its committees and evaluating potential candidates fornomination when and if it is deemed necessary to appoint a new Director to the Board. The Committee will make itsrecommendations to the full Board for its consideration and approval.

Relations with ShareholdersThe Board places great emphasis on its relationship with shareholders. Directors meet with institutional investors from time to timeand are available to enter into dialogue with such shareholders. The Company communicates with all shareholders through theissue of regular press releases and through its website at www.eleco.com and encourages all shareholders to make positive use ofthe Company’s Annual General Meeting. Through the Annual and Interim Reports of the Company, and market announcementswhere appropriate, the Directors seek to present a balanced and understandable assessment of the Company’s position andprospects.

Control EnvironmentThe Board acknowledges its responsibility for the Group’s systems of internal financial and other control. These are designed to givereasonable, though not absolute, assurance as the reliability of information, the maintenance of proper accounting records, thesafeguarding of assets against un-authorised use or disposition and that the Group’s businesses are being operated effectively andefficiently with appropriate awareness of the operational risks to which they are exposed.

The Directors have established an organisational structure with clear lines of responsibility and delegated authority.

The systems include:

• the appropriate delegation of responsibility to operational management;

• financial reporting, within a comprehensive financial planning and accounting framework, including the approval by theBoard of the detailed annual budget and the regular consideration by the Board of actual results compared with budgets andforecasts;

• clearly defined capital expenditure and investment control guidelines and procedures; and

• monitoring of business risks, with key risks identified and reported to the Board.

Going ConcernThe financial statements, which appear on pages 20 to 49 have been prepared on a going concern basis. Having made appropriateenquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existencefor the foreseeable future.


Remuneration Report

1 The Remuneration CommitteeThe Remuneration Committee consists entirely of the Non-Executive Directors under the chairmanship of T Quinn. The Committee,in determining its proposals, takes specialist advice from independent consultants, Halliwell Consulting, on the level and structureof executive remuneration generally in relation to the UK market. The Remuneration Committee has responsibility for makingrecommendations to the Board to determine the Company’s general policy on remuneration and also specific packages forindividual Directors. It carries out the policy on behalf of the Board and meets at least twice a year. The Executive Chairman attendsthe meetings when the Committee discusses matters concerning senior executives within the Group other than the ExecutiveDirectors.

2 Policy on remuneration of Executive Directors and senior executivesa) The Remuneration Committee aims to ensure that the remuneration packages offered encourage and reward performance in

a manner which is consistent with the long-term interests of shareholders.

b) The remuneration of the Executive Directors comprises five elements:

i) a basic salary together with benefits-in-kind (such as company car, private petrol and medical insurance);

ii) a non-pensionable performance-related annual bonus based on the Group’s performance. The Executive Directors arecontractually entitled to a bonus scheme, but the amount to be paid is determined by the Remuneration Committee;

iii) a contribution to the personal pension schemes of the Executive Directors based solely on basic salary;

iv) performance-related share awards and non-pensionable bonuses under the Company’s Long Term Incentive Plans;

v) share options granted under the Company’s Executive Share Option Scheme and Sharesave Scheme.;

c) Executive Directors’ contracts

The Executive Directors have service agreements, which provide for a notice period for termination of up to 12 months. In theevent that employment with the Company is terminated without notice, the contracts do not provide for payment of aspecific sum for compensation.

Commencement dates for contracts (as amended) were as follows: D S Dannhauser (15 December 1994); J H B Ketteley (3 July1997); P J Taylor (20 October 2000); F E Newby (8 April 1998); M B McCullen (1 March 2007).

d) Incentives

i) Annual bonus

Senior executives within the Group currently receive a monetary bonus related to the profits of the part of the Group’soperations for which they are responsible for the specific financial year in question.

ii) Share options and Long Term Incentive Plan

The Committee believes that share ownership by Executive Directors and senior executives strengthens the link betweentheir personal interests and those of shareholders.

Awards under the Company’s Long Term Incentive Plan have been made to a range of employees, including the ExecutiveDirectors and senior executives, in accordance with terms recommended annually by the Remuneration Committee. A trust has been established for the purpose of administering the Plan, including making awards, acquiring the sharesnecessary to satisfy awards that vest and transferring vested shares to participants.

Two types of award have been made under the Plan: Performance Share Awards for the Executive Directors and seniorexecutives, which are subject to performance targets based upon the growth in Company’s earnings per share or growthin returns on assets managed of the operations in which they have executive responsibility, and Restricted Share Awards,which are not subject to performance targets. The performance targets cover the period from the end of the financialyear of the Company immediately preceding the date of grant to that immediately preceding the vesting date and areup to RPI +6 per cent. p.a. over the period. No consideration is required from participants in respect of either type ofaward, either at the time the awards are made or on the vesting of the awards. Further details are shown in note 23 onpage 43 to the financial statements.

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iii) Long-term performance bonuses

Executive Directors are also entitled to non-pensionable bonuses under long-term incentive plans. Bonus awards arepayable after no less than three years if the Company’s performance over the relevant period exceeds the target growthin earnings per share. The target increases are up to RPI + 7 per cent. per annum over the period.

e) Non-Executive Directors

The remuneration of Non-Executive Directors is determined by the Board. The Non-Executive Directors do not have servicecontracts but are appointed for an initial fixed term of three years, which may thereafter be renewed from year to year. They cannot participate in any of the Group’s share option or pension schemes.

3 Directors’ remuneration and interestsThe emoluments of the Directors for the years to 30 June 2008 and 2007, excluding pension entitlements, share options andbonuses under long-term incentive plans, were:

Annual TotalBasic salary Fees Benefits bonus 2008 2007

£’000 £’000 £’000 £’000 £’000 £’000

Executive

J H B Ketteley 295 5 30 136 466 400

D S Dannhauser 162 5 20 – 187 171

M B McCullen 135 5 12 30 182 52

F E Newby 157 + 5 17 82 261 238

P J Taylor 135 5 13 20 173 200

Non-Executive

J Cohen – 33 – – 33 33

T Quinn – 37 – – 37 33

Total 2008 884 95 92 268 1,339

Total 2007 696 88 80 263 1,127

+Of this amount £72,000 was paid as a non-pensionable, guaranteed annual bonus.

J H B Ketteley received a cash supplement from the Company, in lieu of pension, amounting to £86,000. Contributions were madeby the Company to personal pension plans of D S Dannhauser of £107,000 (2007: £108,000), of P J Taylor of £20,000 (2007: £19,000)and of M B McCullen of £13,000 (2007: £5,000).

F E Newby is a member of the Eleco Retirement and Benefits Scheme, which provides pensions and other benefits within InlandRevenue limits determined by reference to basic salary. Details of benefits as at 30 June 2008 and movements over the year ended30 June 2008 are as follows:

Transfer value Gross Increase Total Transfer value Transfer valueof increase increase In in accrued accrued of accrued of accrued Change in

Pensionable in accrued accrued pension net pension at pension at pension at transferservice at pension* pension of inflation 2008 2008 2007 value*

2008 £’000 £’000 £’000 £’000 £‘000 £’000 £‘000

F E Newby 16.5 years 9 2 1 23 272 301 (29)

* Amounts are net of the Director’s contributions.


Remuneration Report

The value of outstanding bonus and share awards under the long-term incentive plans were as follows:

LessOutstanding amounts Accrued Outstanding

at 30 June paid or during the at 30 June2007 vested year 2008£‘000 £’000 £’000 £’000

J H B Ketteley 615 (146) – 469

D S Dannhauser 48 – 56 104

P J Taylor 32 – 31 63

F E Newby 53 – 29 82

During the year, for expenses or services provided in the normal course of business, the Group paid £7,900 (2007: £8,350) toJ H B Ketteley & Co Limited of which J H B Ketteley is a director and in which he has an interest. Additionally, an amount of £15,000was paid to J H B Ketteley & Co Limited in respect of the occupation by the Group of 66 Clifton Street, London EC2A 4HB.

During the year, for services provided in the normal course of business, the Group paid £10,000 to IDDAS Limited, of which J Cohenis a director and in which he has an interest.

4 Directors’ shareholdingsThe interests, beneficial unless otherwise indicated, in the ordinary shares of 10p each in the Company of the Directors who heldoffice at 30 June 2008, were as follows:

At 30 June 2008 At 30 June 2007

J H B Ketteley 7,421,530 7,386,530

D S Dannhauser 926,759 926,759

M B McCullen 652,944 652,944

P J Taylor 247,051 247,051

F E Newby 28,802 28,802

J Cohen 38,333 38,333

T Quinn – –

There have been no changes in the Directors’ interests since 30 June 2008.

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5 Directors’ optionsPerformance Share Options granted to the Executive Directors under the Company’s Long Term Incentive Plan were as follows:

Award At 30 June 2007 Exercised during year Granted during year At 30 June 2008 Exercise date

J H B Ketteley 2006 240,000 – – 240,000 1 January 2009 to31 October 2011

2007 200,000 – – 200,000 1 January 2010 to31 October 2012

D S Dannhauser 2006 160,000 – – 160,000 1 January 2009 to31 October 2011


P J Taylor 2003 70,000 – – 70,000 1 April 2006 to1 December 2008



F E Newby 2003 140,000 – – 140,000 1 April 2006 to1 December 2008



The middle market price of the Company’s ordinary shares on 30 June 2008 was 82.75p and the range during the year was 82.75pto 112p.


Performance GraphThe graph below shows the total shareholder return (with dividends reinvested) for each of the last five financial years in a holdingof the Company’s shares against the corresponding total shareholder return in a hypothetical holding of shares in the FTSE AIMAll-Share Index. This index has been selected as it represents the index in which the Company’s shares were a constituent memberduring the year.

Eleco TSR (net), FTSE AIM All-Share TSR (net), rebased to 100 – 01/07/03 to 30/06/08

On behalf of the Board.

T QuinnCHAIRMAN, REMUNERATION COMMITTEE

16 September 2008

ELECOFTSE AIM ALL-SHARE

440

390

340

290

240

190

140

90

2003 2004 2005 2006 2007 2008

Remuneration Report

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Independent Auditors’ Report

Independent Auditors’ report on the Group financial statementsWe have audited the Group financial statements of Eleco plc for the year ended 30 June 2008, which comprise the significantaccounting policies, the Consolidated Income Statement, the Consolidated Balance Sheet, the Consolidated Cash Flow Statement,the Consolidated Statement of Recognised Income and Expense and notes 1 to 28 on pages 28 to 49. These Group financialstatements have been prepared under the accounting policies set out therein.

We have reported separately on the parent Company financial statements of Eleco plc for the year ended 30 June 2008.

This Report is made solely to the Company’s members, as a body, in accordance with Section 235 of the Companies Act 1985. Ouraudit work has been undertaken so that we might state to the Company’s members those matters we are required to state to themin an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibilityto anyone other than the Company and the Company’s members as a body, for our audit work, for this Report, or for the opinionswe have formed.

Respective responsibilities of Directors and AuditorsThe Directors’ responsibilities for preparing the Annual Report and the Group financial statements in accordance with UnitedKingdom law and International Financial Reporting Standards (IFRS) as adopted by the European Union are set out in the Statementof Directors’ Responsibilities.

Our responsibility is to audit the Group financial statements in accordance with relevant legal and regulatory requirements andInternational Standards on Auditing (UK and Ireland).

We report to you our opinion as to whether the Group financial statements give a true and fair view and whether the Groupfinancial statements have been properly prepared in accordance with the Companies Act 1985. We also report to you whether inour opinion the information given in the Directors’ Report is consistent with the Group financial statements. The information givenin the Directors’ Report includes that specific information presented in the Chairman’s Statement and Financial Review that is crossreferenced from the Directors’ Report.

In addition we report to you if, in our opinion, we have not received all the information and explanations we require for our audit,or if information specified by law regarding Directors’ remuneration and other transactions is not disclosed.

We read other information contained in the Annual Report and consider whether it is consistent with the audited Group financialstatements. The other information comprises only the Chairman’s Statement, Financial Review, Directors’ Report, CorporateGovernance Report and the Remuneration Report. We consider the implications for our Report if we become aware of any apparentmisstatements or material inconsistencies with the Group financial statements. Our responsibilities do not extend to any otherinformation.

Basis of audit opinionWe conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing PracticesBoard. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the Group financialstatements. It also includes an assessment of the significant estimates and judgments made by the Directors in the preparation ofthe Group financial statements, and of whether the accounting policies are appropriate to the Group’s circumstances, consistentlyapplied and adequately disclosed.

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in orderto provide us with sufficient evidence to give reasonable assurance that the Group financial statements are free from materialmisstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overalladequacy of the presentation of information in the Group financial statements.

OpinionIn our opinion:

• the Group financial statements give a true and fair view, in accordance with IFRS as adopted by the European Union, of thestate of the Group’s affairs as at 30 June 2008 and of its profit for the year ended 30 June 2008 then ended;

• the Group financial statements have been properly prepared in accordance with the Companies Act 1985; and

• the information given in the Directors’ Report is consistent with the Group financial statements.

Grant Thornton UK LLPREGISTERED AUDITOR AND CHARTERED ACCOUNTANTS

Cambridge

16 September 2008


Consolidated Income Statement

2008 2007Note £’000 £’000

Revenue 1 84,909 61,923Cost of Sales (46,090) (32,142)

Gross profit 38,819 29,781

Distribution costs (4,087) (2,818)Administrative expenses (26,710) (21,142)

Profit from operations 3 8,022 5,821

Finance income 5 475 306Finance cost 5 (273) (247)

Profit before tax 2 8,224 5,880Tax 6 (2,091) (942)

Profit for the year 6,133 4,938

Attributable to:

Equity holders of the parent 6,133 4,938

Total and continuing earnings per share (EPS)– basic 8 10.6p 9.3p– diluted 8 10.5p 9.3p

Consolidated Statement of Recognised Income and Expense

2008 2007Note £’000 £’000

Actuarial (loss)/gain on retirement benefit obligation 21 (3,992) 1,125Associated deferred tax on retirement benefit obligation 21 986 (407)Translation differences on foreign currency net investments (57) (154)

Net (expense)/income recognised directly in equity (3,063) 564

Profit for the period from operations 6,133 4,938

Total recognised income and expense in the period 3,070 5,502

Attributable to:

Equity holders of the parent 3,070 5,502

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Consolidated Balance Sheet

2008 2007Note £’000 £’000

Non-current assetsGoodwill 9 14,174 10,249Other intangible assets 10 3,827 3,187Property, plant & equipment 11 12,175 8,372Deferred tax assets 20 1,969 984

Total non-current assets 32,145 22,792

Current assetsInventories 14 4,599 3,441Trade and other receivables 16 16,585 13,151Cash and cash equivalents 6,808 5,940

Total current assets 27,992 22,532

Total assets 60,137 45,324

Current liabilitiesBorrowings 18 – (410)Obligations under finance leases 18 (364) (313)Trade and other payables 17 (16,222) (11,103)Current tax liabilities (1,687) (982)Accruals and deferred income (7,237) (6,468)

Total current liabilities (25,510) (19,276)

Non-current liabilitiesBorrowings 18 – (71)Obligations under finance leases 18 (596) (386)Deferred tax liabilities 20 (1,110) (1,051)Provisions 19 – (85)Retirement benefit obligation 21 (7,034) (3,514)

Total non-current liabilities (8,740) (5,107)

Total liabilities (34,250) (24,383)

Net assets 25,887 20,941

EquityShare capital 22 5,995 5,674Share premium account 24 6,224 6,224Merger reserve 24 7,371 4,453Translation reserve 24 (211) (154)Other reserve 24 (321) (306)Retained earnings 24 6,829 5,050

Equity attributable to shareholders 25,887 20,941

The financial statements on pages 20 to 49 were approved by the Board of Directors on 16 September 2008 and signed on its behalfby:



Consolidated Cash Flow Statement

2008 2007Note £’000 £’000

Cash flows from operating activitiesProfit before interest and tax 8,022 5,821Depreciation charge 1,642 1,407Amortisation charge 531 425Profit on sale of property, plant and equipment (37) (250)Amortisation of share-based payments 252 181Retirement benefit obligation (384) (378)Decrease in provisions (85) –

Cash generated from operations before working capital movements 9,941 7,206Increase in trade and other receivables (1,474) (2,335)Increase in inventories and work in progress (140) (628)Increase in trade and other payables 3,584 1,925

Cash generated from operations 11,911 6,168Interest paid (250) (250)Interest received 388 241Income tax paid (1,956) (663)

Net cash generated from operating activities 10,093 5,496

Net cash used in investing activitiesPurchase of intangible assets (70) (115)Purchase of property, plant and equipment (3,946) (1,233)Acquisition of subsidiary undertakings net of cash acquired 25 (2,963) (2,622)Proceeds from sale of property, plant, equipment and intangible assets 149 315

Net cash outflow from investing activities (6,830) (3,655)

Net cash used in financing activitiesProceeds from new bank loan 4,600 –Repayment of bank loans (5,140) (891)Repayments of obligations under finance leases (428) (374)Equity dividends paid (1,600) (1,122)Own shares purchased by ESOT (15) (204)

Net cash outflow from financing activities (2,583) (2,591)

Net increase/(decrease) in cash and cash equivalents 680 (750)

Cash and cash equivalents at beginning of period 5,940 6,852Effects of changes in foreign exchange rates 188 (162)

Cash and cash equivalents at end of period 6,808 5,940

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Significant Accounting Policies

The significant accounting policies adopted in the preparation of the Group’s consolidated financial statements are preparedfollowing International Financial Reporting Standards (“IFRS”), as adopted by the European Union, are set out below:

A. Basis of preparationThe condensed consolidated financial statements have been prepared on the historical cost basis.

These consolidated financial statements are for the year ended 30 June 2008. They have been prepared taking into account therequirements of IFRS 1 “First Time Adoption of International Financial Reporting Standards”.

Outlined below is the Group’s effective position on the transitional arrangements under IFRS 1:

The Group has not elected to apply IFRS 3 Business Combinations retrospectively to business combinations that took place before1 July 2006. The Group will account for acquisitions prior to 1 July 2006 as follows:

– the carrying amount of goodwill recognised under UK GAAP at 1 July 2006 will not be adjusted to reflect any separableintangible assets acquired unless they would be recognised under IFRS in the books of the acquiree.

– from 1 July 2006, goodwill will no longer be amortised but will be reviewed annually for impairment; and

– goodwill written off directly to reserves prior to 1998 under UK GAAP will not be included in determining any subsequentprofit or loss on disposal.

The Group has taken advantage of the exemption in IFRS 1 and has deemed cumulative translation differences for all foreignoperations to be nil at the date of transition to IFRS. In determining any subsequent gain or loss on disposal of these operations,translation differences that arose before the date of transition to IFRS will not be included.

These consolidated financial statements have been prepared in accordance with the accounting policies, which follow IFRS in issueand effective at 30 June 2008 or are expected to be adopted and effective at that date.

The date of transition to IFRS was 1 July 2006 and the comparative figures for periods commencing 1 July 2006 have been restatedto reflect changes in accounting policies as a result of adoption of IFRS. The disclosures required by IFRS 1, concerning the transitionfrom UK GAAP to IFRS, are given in the reconciliation schedules later in this report.

B. Basis of consolidationThe consolidated financial statements include the financial statements of the Company and its subsidiary undertakings for the yearended 30 June 2008 and the comparative year ended 30 June 2007. Subsidiaries are entities controlled by the Group. Control existswhere the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.The Group obtains and exercises control through voting rights.

The results of subsidiaries acquired or sold in the year are included in the condensed consolidated income statement from or up tothe date control passes until control ceases.

The acquisition of subsidiaries is dealt with using the purchase method. The purchase method involves the recognition at fair valueof all identifiable assets and liabilities at the acquisition date, including contingent liabilities of the subsidiary regardless of whetheror not they were recorded in the financial statements of the subsidiary prior to acquisition. All intercompany balances andtransactions, including unrealised profits and losses arising from intra-Group transactions, are eliminated in full.

C. Significant accounting judgements and estimatesApplication of the Group’s accounting policies in conformity with generally accepted accounting principles requires judgementsand estimates that affect the amounts of assets, liabilities, revenues and expenses reported in the financial statements. Theseestimates may be affected by subsequent events or actions such that actual results may ultimately differ from the estimates.

The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date, that have asignificant risk of causing a material adjustments to the carrying amount of assets and liabilities within the next financial year, arediscussed below.



Retirement benefit costsThe Group operates a benefit defined scheme that provides benefits to a number of current and former employees. The value ofthe scheme deficit is sensitive to the market value of the scheme’s assets, the discount rates and actuarial assumptions related tomortality and other factors. Further details are given in note 21.

TaxationTaxation legislation is highly complex. In preparing the financial statements the taxation liability is estimated taking appropriateprofessional advice. However, determination of the agreed liabilities may take some time and the eventual amounts paid may differfrom the liabilities recorded in the financial statements.

Similarly, judgement is required in relation to the recognition of assets and liabilities in relation to deferred taxation, in particularthe extent to which assets should be recognised.

Revenue recognition on long-term contractsRevenue and profitability is recognised based upon the extent of completion and expected outcomes of profitability, once thesecan be estimated with reasonable reliability. However, unforeseen events may adversely impact on the accuracy of the estimates.Further details are given in note 15.

D. RevenueRevenue from the sale of goods and services represents the fair value of consideration received or receivable in respect of goodsand services supplied to third parties in the period, excluding value added tax and trade discounts. Revenue from softwaremaintenance and support contracts is treated as deferred income and taken to revenue in the income statement on a straight linebasis over the term of the contract.

On long-term contract work in progress, revenue is stated at an amount appropriate to their stage of completion as measured bywork performed and the amount of profit attributable to the stage of completion of a contract is recognised when the outcomeof the contract can be estimated with reasonable reliability. Provision is made for foreseen losses. Amounts due from customers forlong-term contract work are included in trade receivables and amounts receivable on contracts and represent revenue recognisedin excess of payments on account.

E. Intangible assetsGoodwill arising on consolidation represents the excess of the cost of the acquisition, including expenses, over the Group’s interestin the fair value of the identifiable net assets acquired. The carrying value of goodwill is recognised as an asset and reviewed forimpairment at least annually and any impairment is recognised immediately in the income statement.

On disposal, the attributable amount of goodwill is included in the determination of profit or loss on disposal. Goodwill arising onacquisitions before the date of transition to IFRS has been retained at the previous UK GAAP amounts subject to being tested forimpairment at that date. Goodwill written off to reserves under UK GAAP prior to 1998 has not been reinstated and is not includedin determining any subsequent profit or loss on disposal.

Other intangible assets acquired separately are capitalised at cost and on a business combination are capitalised at fair value as atthe date of acquisition. Following initial recognition, an intangible asset is held at cost less accumulated amortisation and anyaccumulated impairment losses. Amortisation expense is charged to administration expenses on a straight line basis over its usefuleconomic life as follows:

Customer relationships up to 12 yearsPatents and licences up to 5 yearsIntellectual property 2 to 5 yearsSoftware 2 to 5 years

The Group owns intellectual property both in its software tools and software products. Intellectual property purchased is capitalisedat cost and is amortised on a straight line basis over its expected useful life.

25

Research expenditure is written off as incurred. Development expenditure on a project is written off as incurred unless and untilthe following principal criteria are all satisfied:

– the project is for a new/substantially new product or process.– comprehensive testing has been performed and has established the technical feasibility of the project is without doubt.– the commercial viability of the project has been measured by detailed market analysis and associated earnings projections.

When a project meets all these criteria, subsequent development costs are capitalised and are amortised from the date the productor process is available for use, on a straight line basis over its estimated useful life.

The carrying amounts of intangible assets are reviewed for impairment whenever events or changes in circumstances indicate thatthe carrying amount may not be recoverable and in the case of capitalised development expenditure reviewed for impairmentannually while the asset is not yet in use.

F. Property, plant and equipmentProperty, plant and equipment is stated at purchase cost, together with any directly attributable costs of acquisition. The carryingamount and useful lives of property, plant and equipment with material residual values are reviewed at each balance sheet date.

Depreciation is provided on all property, plant and equipment, except freehold land and assets in the course of construction, on astraight line basis to write down the assets to their estimated residual value over the useful economic life of the asset as follows:

Freehold buildings - 50 yearsLong leasehold buildings - 50 years or term of the lease, if shorterShort leasehold property - over the term of the leasePlant, equipment and vehicles - 2 to 10 years

G. Impairment of assetsThe carrying amount of the Group’s goodwill is assessed annually as to whether an impairment adjustment may be required. Whenannual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount, based on thehigher of the asset’s value in use and fair value less costs to sell. In assessing value in use, the estimated future cash flows arediscounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of moneyand the risks specific to the asset. Any impairment loss is charged to the income statement under the relevant expense heading.

A previously recognised impairment loss, other than goodwill, is reversed only if there has been a change in the previous indicatorused to determine the assets recoverable amount since the last impairment loss was recognised. The reinstated carrying amountcannot exceed the carrying amount that would have been determined, net of amortisation, had no impairment loss beenrecognised for the asset in prior years.

H. InventoriesInventories are stated at the lower of cost and net realisable value.

Cost includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. The costof manufactured inventories and work in progress includes related production overheads based on normal operating activity. Netrealisable value is based on estimated selling price less further costs expected to be incurred to completion and disposal.

I. LeasesFinance leases, which transfer to the Group substantially all of the benefits and risks of ownership of an asset, are capitalised atthe inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments.Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rateof interest on the remaining balance of the liability. Finance charges are charged directly against income.

Capitalised leased assets are depreciated over the shorter of the estimated life of the asset or the lease term. Leases where the lessorretains substantially all the risks and benefits of ownership of the asset are classified as operating leases. Operating lease paymentsare recognised as an expense in the income statement on a straight line basis over the term of the lease.



J. PensionsThe Group operates a defined benefit pension scheme, which provides benefits based on final pensionable pay. The defined benefitscheme is valued every three years by a professionally qualified independent actuary, the rates of contribution payable beingdetermined by the actuary.

The service cost of providing retirement benefits to employees during the year is charged to the income statement in the year. Thefull cost of providing amendments to benefits in respect of past service, where amendments to benefits vest immediately, is alsocharged to the income statement in the year. The expected return on the assets of the scheme during the year, based on the marketvalue of scheme assets at the start of the financial year, is included within finance income/charge. This also includes a chargerepresenting the expected increase in liabilities of the scheme during the year, arising from the liabilities of the scheme being oneyear closer to payment. The resulting net finance amount is reported in the income statement.

Differences between actual and expected returns on assets during the year are recognised in the statement of recognised incomeand expenses in the year, together with differences from actual experience and from changes in actuarial assumptions. The netdeficit on the defined benefit pension scheme, representing the difference between the present value of the defined benefitobligation and the fair value of scheme assets (based upon market price information and in the case of quoted securities thepublished bid price) is reported on the balance sheet.

Contributions to defined contribution pension schemes are charged to the income statement as they become payable.

K. Share based paymentsThe cost of equity-settled transactions with employees is measured by reference to the fair value at that date at which they aregranted and is recognised as an expense over the vesting period, which ends on the date on which the relevant employees isunconditionally entitled to the award. The fair value of the employees services is determined by reference to the fair value ofinstruments granted using an appropriate pricing model. In valuing equity-settled transactions, account is taken of the probabilitiesof performance achievement and other conditions linked to the price of the shares of the Company (market conditions).

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a marketcondition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all otherperformance conditions are satisfied.

At each balance sheet date before vesting, the cumulative expense is calculated, representing the extent to which the vesting periodhas expired and management’s best estimate of the achievement or otherwise of non-market conditions. The movement in cumulativeexpense since the previous balance sheet date is recognised in the income statement, with a corresponding entry in equity.

All awards were made since 7 November 2002 and therefore the transitional provisions under IFRS 2 for earlier awards do not apply.

L. Foreign currenciesThe functional currency of the company and the presentational currency of the Group is UK Pounds Sterling.

Transactions in foreign currencies are translated at the exchange rate ruling at the date of transaction. Foreign exchangedifferences arising on the settlement of monetary items or on translating monetary items at rates different from those at whichthey were initially recorded are recognised in the income statement for the period in which they arise.

Assets and liabilities in the financial statements of foreign subsidiaries are translated into sterling at the rate of exchange ruling atthe balance sheet date and results are translated at the average rate of exchange for the year. Differences on exchange, arisingfrom the retranslation of the opening net investment in subsidiary companies and from the translation of the results of thosecompanies at an average rate, are taken to reserves and reported in the statement of recognised income and expense. When anoperation is sold, amounts recognised in reserves on the translation of foreign operations are recycled through the incomestatement.

M. Financial assets and liabilitiesFinancial assets are recognised when the Group becomes a party to the contractual provisions of the instrument and ariseprincipally through the provision of goods and services to customers (trade and other receivables) but also include other types ofcontractual monetary assets. Trade and other receivables are initially recorded at fair value and subsequently carried at amortisedcost using the effective interest method. A financial asset is derecognised only where the contractual rights to the cash flows fromthe asset expire or the financial asset is transferred and that transfer qualifies for de-recognition.

27

Financial liabilities are obligations to pay cash or other financial assets and are recognised when the Group becomes a party to thecontractual provisions of the instrument. Trade payables and other short term monetary liabilities are initially recorded at fair valueand subsequently carried at amortised cost using the effective interest rate method. Bank borrowings are initially recognised at theamount advanced, exclusive of any transaction costs directly attributable to the issue of the instrument and subsequently carriedat amortised cost. A financial liability is derecognised when the obligation is discharged, cancelled or expires.

N. TaxationCurrent tax is the tax payable based on taxable profit for the year calculated using tax rates that have been enacted or substantiallyenacted by the balance sheet date.

Deferred tax is calculated using the liability method on temporary differences and provided on the difference between the carryingamounts of assets and liabilities and their tax bases. However, deferred tax is not provided on the initial recognition of goodwillnor on the initial recognition of an asset or liability, unless the related transaction is a business combination or affects tax oraccounting profit.

Deferred tax liabilities are provided in full, with no discounting. Deferred tax assets are recognised to the extent that it is probablethat the underlying deductible temporary differences will be able to be offset against future taxable income. Current and deferredtax assets and liabilities are calculated at tax rates that are expected to apply to their respective period of realisation, provided theexpected tax rates are enacted or substantively enacted at the balance sheet date and charged or credited to the income statementor statement of recognised income and expense.

O. New standards and interpretations not appliedNew accounting standards and amendments to existing standards that have been published and are mandatory for the Group’saccounting periods on or after 1 July 2008, but which the Group has not adopted early, are as follows:

Effective date

International Accounting Standards (IAS/IFRS)

IFRS 8 ‘Operating segments’ 1 January 2009

Revised IAS 23 ‘Borrowing costs’ 1 January 2009

Revised IAS 1 ‘Presentation of financial statements’ 1 January 2009

Revised IFRS 3 ‘Business combinations’ 1 July 2009

Revised IAS 27 ‘Consolidated and separate financial statements’ 1 July 2009

Amendments to IFRS 2 ‘Share based payments’ 1 January 2009

International Financial Reporting Interpretation Committee (IFRIC)

IFRIC 12 ‘Service concession arrangements’ 1 January 2008

IFRIC 13 ‘Customer loyalty programmes’ 1 July 2008

IFRIC 14 ‘The limit on a defined benefit asset, minimum funding requirements and their interaction’ 1 January 2009

With the exception of IFRS 3 and acquisition-related costs, the Directors anticipate that the adoption of these Standards andInterpretations in future periods will have no material impact on the financial statements of the Group except for additionaldisclosures when the relevant standard comes into effect.


Notes to the Consolidated Financial Statements

1. Revenue

Revenue from continuing operations disclosed in the income statement is analysed as follows:

2008 2007£’000 £’000

Sale of goods and services 54,441 44,132Long term contracts 30,468 17,791

Total revenue 84,909 61,923

2. Segment information

Primary reporting format – business segmentThe two tables below present revenue and profit for each business segment together with certain asset and liability informationfor the years ended 30 June 2008 and 2007. The goods and services sold by each business segment are outlined in the GroupDirectory inside the back cover.

Segment revenue represents revenue from external customers arising from the sale of goods and services, plus inter-segmentrevenue. Inter-segment transactions are priced on an arm’s length basis. Segment results, assets and liabilities include items directlyattributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated assets comprise deferred taxassets and corporate assets that cannot be allocated on a reasonable basis to a business segment. Borrowings, deferred taxliabilities, income tax payable and corporate liabilities that cannot be allocated comprise the unallocated liabilities.

Business segment analysis 2008

Building SystemsPrecast Other Software Elimination Group

£’000 £’000 £’000 £’000 £’000

Revenue 37,864 33,554 13,491 – 84,909Inter-segment revenue – 583 243 (826) –Total segment revenue 37,864 34,137 13,734 (826) 84,909Adjusted operating profit 4,379 3,286 1,368 9,033Acquisition accounting adjustments (128) – (33) (161)Amortisation of intangible assets (108) (33) (390) (531)Segment result 4,143 3,253 945 8,341Abortive merger costs (319)Profit from operations 8,022Net finance income 202Profit before tax 8,224Tax (2,091)Profit after tax 6,133

Segment assets 18,373 14,033 17,665 50,071Unallocated assets 10,066Total Group assets 60,137

Segment liabilities 11,693 6,758 5,703 24,154Unallocated liabilities 10,096Total Group liabilities 34,250Other segment informationCapital expenditure:

Property, plant and equipment 3,450 862 394 – 4,706Intangible assets 1,071 – 70 – 1,141

Goodwill acquired 3,902 – – – 3,902Depreciation 673 707 262 1,642

29

2. Segment information (continued)

Business segment analysis 2007

Building SystemsPrecast Other Software Elimination Group

£’000 £’000 £’000 £’000 £’000

Revenue 20,900 30,893 10,130 – 61,923Inter-segment revenue – 570 221 (791) –

Total segment revenue 20,900 31,463 10,351 (791) 61,923

Adjusted operating profit 2,569 3,603 186 6,358Acquisition accounting adjustments – – (112) (112)Amortisation of intangible assets – (54) (371) (425)

Segment result 2,569 3,549 (297) 5,821Exceptional items –

Profit from operations 5,821Net finance income 59

Profit before tax 5,880Tax (942)

Profit after tax 4,938

Segment assets 7,416 12,833 17,751 38,000Unallocated assets 7,324

Total Group assets 45,324

Segment liabilities 6,771 6,217 4,716 17,704Unallocated liabilities 6,679

Total Group liabilities 24,383

Other segment information

Capital expenditure:Property, plant and equipment 620 503 300 1,423Intangible assets – – 3,241 3,241

Goodwill acquired – – 4,804 4,804Depreciation 487 709 211 1,407

Secondary reporting format – geographical segments

Segment revenue by geographical segment represents revenue from external customers based upon the geographical location ofthe customer. The analysis of segment assets and capital expenditure are based upon location of the assets.

Geographical segment analysis 2008

Rest of Rest ofUK Europe World Total

£’000 £’000 £’000 £’000

External revenue 66,599 14,164 4,146 84,909Segment assets 40,615 8,421 1,035 50,071Unallocated assets 10,066

60,137

Capital expenditure:Property, plant and equipment 4,437 188 81 4,706Intangible assets 1,134 7 – 1,141

Goodwill acquired 3,902 – – 3,902



2. Segment information (continued)

Geographical segment analysis 2007

Rest of Rest ofUK Europe World Total

£’000 £’000 £’000 £’000

External revenue 45,190 12,067 4,666 61,923

Segment assets 28,891 8,142 967 38,000Unallocated assets 7,324

45,324

Capital expenditure:Property, plant and equipment 1,138 241 44 1,423Intangible assets 3,228 13 – 3,241

Goodwill acquired 4,804 – – 4,804

3. Profit from operations

The operating profit for the year is stated after charging/(crediting) the following items:

2008 2007£’000 £’000

Raw materials and consumables 22,256 17,799Research and development 2,929 2,308Depreciation of property, plant and equipment 1,642 1,407Amortisation of intangible assets 531 425Profit on disposal of property, plant and equipment (37) (250)Fees payable to the Company’s auditor for:

The audit of the Company’s annual accounts 59 30The audit of the Company’s subsidiaries 97 85Other services 36 42

Operating lease rentals:Plant, equipment and vehicles 88 62Other assets 1,305 894

31

4. Employee information

The average number of employees during the year, including Directors, was made up as follows:

2008 2007number number

Building Systems – Precast 211 141Building Systems – Other 235 232Software 164 140Corporate 12 10

622 523

Staff costs during the year, including Directors, amounted to:

2008 2007£’000 £’000

Wages and salaries 18,909 14,476Social security 2,565 2,078Pension costs

Defined benefit schemes 250 252Defined contribution schemes 652 723

Share-based payments 252 181

22,628 17,710

The remuneration of the executive Directors, who are the key management personnel of the Group, is set out in clause 3 of theRemuneration Report on pages 14 to 18.

5. Net finance income

2008 2007£’000 £’000

Finance revenueBank and other interest receivable 388 265Net return on pension scheme assets and liabilities 87 41

Finance costsBank overdrafts (82) (200)Revolving credit facility (138) –Finance leases and hire purchase contracts (53) (47)

Total net finance income 202 59



6. Taxation

(a) Tax on profit on ordinary activitiesThe tax charged in the income statement is as follows:

2008 2007£’000 £’000

Current tax:UK corporation tax on profits of the year 1,721 625Adjustments in respect of previous years 5 (58)

1,726 567Foreign tax 739 592

Total current tax 2,465 1,159

Deferred tax:Origination and reversal of temporary differences (28) (201)Impact of reduction in rate of UK corporation tax – (16)Adjustments in respect of previous years (346) –

Total deferred tax (374) (217)

Tax charge in the income statement 2,091 942

Income tax for the UK has been calculated at the effective standard rate of UK corporation tax of 29.5 per cent. (2007: 30 per cent.)on the estimated assessable profit for the year. Taxation for foreign companies is calculated at the rates prevailing in the relevantjurisdictions.

(b) Reconciliation of the total tax chargeThe tax assessed on the accounting profit before income tax is lower than the effective standard rate of UK corporation tax of29.5 per cent. The differences are explained below:

2008 2007£’000 £’000

Profit on ordinary activities before tax 8,224 5,880

Tax calculated at the effective standard rate of UK corporation tax of 29.5% (2007: 30%) applied to profits before tax 2,426 1,764

Effects of:Expenses not deductible for tax purposes 181 68Deferred tax in statement of recognised income and expense (139) –Share option deduction – (652)Prior year adjustments (341) (58)Utilisation of losses (8) (200)Tax rate differences (28) 20

Total tax charge for year 2,091 942

(c) Unrecognised tax lossesThe Group has tax losses of £1,346,000 (2007: £1,159,000) arising overseas for which no deferred tax asset has been recognised. Nodeferred tax is recognised on the unremitted earnings of overseas subsidiaries.

33

7. Dividends paid and proposed

2008 2007 2008 2007Ordinary shares per share per share £’000 £’000

Declared and paid during the yearInterim - current year 1.00p 0.70p 592 375Final – previous year 1.80p 1.50p 1,008 747

2.80p 2.20p 1,600 1,122

The Directors propose a final dividend of 2.00p per share at a cost of £1,184,000. The liability in respect of the 2008 final dividendhas not been accrued for at 30 June 2008.

8. Earnings per share

The calculations of the earnings per share are based on the total profit after tax attributable to ordinary equity shareholders of theCompany and the weighted average number of shares in issue for the reporting period. The diluted earnings per share is afterallowing for the exercise of outstanding share options.

2008 2007

Profit after taxation £6,133,000 £4,938,000Weighted average number of shares in issue in the period 57,970,041 52,855,635Dilutive effect of share options 705,000 –

Number of shares for diluted earnings per share 58,675,041 52,855,635

Basic earnings per share 10.6p 9.3pDiluted earnings per share 10.5p 9.3p

9. Goodwill

2008 2007£’000 £’000

CostAt 1 July 10,249 5,450Acquisition of subsidiary 3,902 4,804Exchange differences 23 (5)

At 30 June 14,174 10,249

ImpairmentAt 1 July – –Impairment charge – –

At 30 June – –

Net book value at 30 June 14,174 10,249



9. Goodwill (continued)

Goodwill acquired through acquisitions has been allocated to cash generating units for impairment testing as set out below:

2008 2007£’000 £’000

Building Systems – Precast– Milbury Systems 3,902 –

Building Systems – Other– Downer Cladding 258 258– Prompt Profiles 276 276

Software– Asta Development 4,804 4,804– Consultec Sweden 3,747 3,724– Eleco Software UK 481 481– Eleco Software Germany 336 336– Esign Software 370 370

14,174 10,249

The Group considers each of the operating businesses, which are those units for which a separate cash flow is computed, to be acash generating unit (CGU) and each CGU is reviewed annually for indicators of impairment. For each CGU the Group hasdetermined its recoverable amount based on value in use calculations. The impairment charged to administrative expenses in theyear was £nil (2007: £nil) and the cumulative impairment charge recognised to date was £nil (2007: £nil).

The value in use was derived from discounted management cash flow forecasts for the businesses, based on budgets and strategicplans. These budgets and strategic plans cover a three year period. The growth rate used to extrapolate the cash flows beyond thisperiod is 2 per cent. which is in line with the medium term GDP forecasts. The pre-tax discount rate used for the cash generatingunits was 8.9 per cent.

There was a surplus compared to the carrying value of goodwill at 30 June 2008 for each CGU, hence no impairment was required.

10. Other intangible assets

Customer Intellectualrelationships property Total

£’000 £’000 £’000

CostAt 1 July 2007 3,228 831 4,059Additions – 70 70Acquisition of subsidiary – 1,071 1,071Exchange differences – 59 59

At 30 June 2008 3,228 2,031 5,259

Accumulated amortisationAt 1 July 2007 157 715 872Amortisation for the year 269 262 531Exchange differences – 29 29

At 30 June 2008 426 1,006 1,432

Net book value at 30 June 2008 2,802 1,025 3,827Net book value at 30 June 2007 3,071 116 3,187

The values attributed to the customer relationships represent the fair value of acquired customer contracts and relationships heldby the acquired company at the date of acquisition. Similarly, values attributed to intellectual property represent the fair value ofacquired intellectual property. Amortisation is included within administrative expenses.

35

10. Other intangible assets (continued)

Customer Intellectualrelationships property Total

£’000 £’000 £’000

CostAt 1 July 2006 – 712 712Additions – 128 128Acquisition of subsidiary 3,228 – 3,228Exchange differences – (9) (9)

At 30 June 2007 3,228 831 4,059

Accumulated amortisationAt 1 July 2006 – 453 453Amortisation for the year 157 268 425Exchange differences – (6) (6)

At 30 June 2007 157 715 872

Net book value at 30 June 2007 3,071 116 3,187Net book value at 30 June 2006 – 259 259

11. Property, plant and equipment

Freehold Leasehold Plant,land and land and equipmentbuildings buildings and vehicles Total

£’000 £’000 £’000 £’000

CostAt 1 July 2007 4,558 366 13,951 18,875Additions 1,030 557 3,119 4,706Acquisition of subsidiary – 33 756 789Disposal – – (529) (529)Exchange differences – – 161 161

At 30 June 2008 5,588 956 17,458 24,002

Accumulated depreciationAt 1 July 2007 1,125 204 9,174 10,503Depreciation charge for the year 89 35 1,518 1,642Disposals – – (417) (417)Exchange differences – – 99 99

At 30 June 2008 1,214 239 10,374 11,827

Net book value at 30 June 2008 4,374 717 7,084 12,175


The net book value of plant, equipment and vehicles includes an amount of £645,000 (2007: £868,000) in respect of assets heldunder finance leases and hire purchase agreements. Freehold land of £883,000 (2007: £524,000) and leasehold land of £234,000(2007: £nil) are not depreciated.



11. Property, plant and equipment (continued)


£’000 £’000 £’000 £’000

CostAt 1 July 2006 4,558 291 12,746 17,595Additions – 75 1,370 1,445Acquisition of subsidiary – – 187 187Disposal – – (304) (304)Exchange differences – – (48) (48)

At 30 June 2007 4,558 366 13,951 18,875

Accumulated depreciationAt 1 July 2006 1,044 185 8,150 9,379Depreciation charge for the year 81 19 1,307 1,407Disposals – – (238) (238)Exchange differences – – (45) (45)

At 30 June 2007 1,125 204 9,174 10,503



12. Operating lease commitments

Future minimum rentals payable under non-cancellable operating leases are as follows:Property Other Property Other

2008 2008 2007 2007£’000 £’000 £’000 £’000

Within one year 752 44 589 12Between two and five years 1,599 47 1,284 25After five years 515 – 386 –

2,866 91 2,259 37

The property leases are subject to periodic rent reviews. The Group has annual rent income in respect of property sub-leases of£73,000 (2007: £72,000)

13. Capital commitments

Capital expenditure contracts of £377,000 (2007: £28,000) have been placed with suppliers at 30 June 2008.

14. Inventories

2008 2007£’000 £’000

Raw materials and components 2,387 1,861Work in progress – –Finished goods 2,212 1,580

4,599 3,441

At 30 June 2008 the Group’s inventory provisions were £35,000 (2007: £34,000). The amount written off to the income statementin respect of written down inventories was £64,000 (2007: £77,000)

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15. Construction contracts in progress

Contracts in progress at the balance sheet date were as follows:2008 2007£’000 £’000

Contract costs incurred plus recognised profits less recognised losses to date 19,715 7,234Less: progress invoicing (19,931) (8,012)

(216) (778)

Advances received from customers for contract work amounted to £181,000 (2007: £297,000). Retentions held by customers forcontract work were £42,000 (2007: £nil)

16. Trade and other receivables

2008 2007£’000 £’000

Trade receivables 13,686 11,569Amounts recoverable on contracts 762 33Other receivables 338 422Prepayments and accrued income 1,799 1,127

16,585 13,151

The Group has a variety of credit terms depending on the customer. The Group makes provision against trade receivables when itconsiders them to be impaired and takes into account the specific circumstances of the receivable and the Group’s relationship withthe customer.

Movement in the provision for doubtful debts in respect of trade receivables during the year was as follows:

2008 2007£’000 £’000

At 1 July (269) (234)Written off as uncollectable 196 226Recovered during the year 147 200Provided against during the year (183) (464)Exchange (10) 3

At 30 June (119) (269)

The ageing of trade receivables at the balance sheet date that are past due but against which no provision has been made is asfollows:

2008 2007£’000 £’000

Not more than 3 months 1,086 965More than 3 months but not more than 6 months 131 107More than 6 months but not more than 1 year 1 23More than one year 9 5

1,227 1,100

Management has no indication that unimpaired amounts will be irrecoverable.



17. Trade and other payables

2008 2007£’000 £’000

Trade payables 12,531 8,337Payments received on account 181 297Taxation and social security 2,859 2,246Other liabilities 651 223

16,222 11,103

18. Borrowings

2008 2007£’000 £’000

Current liabilitiesBank overdrafts and loans – 410Obligations under finance leases and hire purchase contracts 364 313

364 723

Non-current liabilitiesBank loans – 71Obligations under finance leases and hire purchase contracts 596 386

596 457

The bank loans and overdrafts are repayable as follows:2008 2007£’000 £’000

In one year or less – 410Between one and two years – 71Between two and five years – –

– 481

The principal commitments of the Group under finance leases are repayable as follows:Plant, Plant,

equipment equipmentand and

vehicles vehicles2008 2007£’000 £’000

In one year or less 364 313Between one and two years 340 192Between two and five years 256 194

960 699

39

18. Borrowings (continued)

The minimum lease payments of the Group under finance leases are as follows:Present Minimum

lease leasevalue Interest payments£’000 £’000 £’000

In one year or less 364 23 387Between one and two years 379 20 399Between two and five years 217 10 227

At 30 June 2008 960 53 1,013

In one year or less 313 16 329Between one and two years 204 9 213Between two and five years 182 8 190

At 30 June 2007 699 33 732

19. Provisions

2008 2007£’000 £’000

At 1 July 85 85Credit to income statement (85) –

At 30 June – 85

20. Deferred tax

The movement in the deferred tax liabilities analysed by category is shown below:Non- Temporary differences

deductible Accelerated Shareintangible capital based

assets allowances payments Other Total£’000 £’000 £’000 £’000 £’000

At 1 July 2007 860 462 (75) (196) 1,051(Credit)/charge to the income statement (106) (302) (89) 123 (374)On acquisition of subsidiary 300 89 – 38 427Exchange – – – 6 6

At 30 June 2008 1,054 249 (164) (29) 1,110

At 1 July 2006 – 484 – (162) 322(Credit)/charge to the income statement (44) (22) (75) (76) (217)On acquisition of subsidiary 904 – – 43 947Exchange – – – (1) (1)

At 30 June 2007 860 462 (75) (196) 1,051



20. Deferred tax (continued)

The movement in the retirement benefit obligation deferred tax asset is shown below:2008 2007£’000 £’000

At 1 July 984 1,391Charge/(credit) to the statement of recognised income and expense 985 (407)

At 30 June 1,969 984

Deferred tax assets and liabilities are presented as non-current in the consolidated balance sheet. Deferred tax assets have beenrecognised where it is probable that they will be recovered.

21. Retirement benefit obligations

Eleco plc operates one defined benefit scheme in the UK, the Eleco Retirement and Benefits Scheme (“ERBS”). The ERBS providesbenefits on two scales based on final pensionable pay. The assets of the ERBS are held in a separate trustee administered fund andcontributions into the ERBS are determined by a qualified actuary on the basis of triennial valuations.

The valuation used for disclosures has been based on the most recent full actuarial valuation as at 30 June 2005 updated at30 June 2008 by an independent qualified actuary under an appropriate method given the ERBS is closed to new members.Company contributions totalled £635,000 (2007: £630,000). The Company contribution rates during the year were 12.2 per cent.of pensionable salaries for 1/80th accrual members and 14.9 per cent. of pensionable salaries for 1/60th accrual members.

Consultec Group AB and subsidiaries contribute to a defined benefits scheme under the ITP pension arrangement operated byAlecta, a Swedish insurance company. Contributions to the scheme totalling £138,000 (2007: £148,000) were made during the year.This is a multi-employer scheme and accordingly the Group is unable to identify its share of the surplus in the scheme on areasonable and consistent basis. Consequently, the scheme has been accounted for as a defined contribution scheme.

Contributions are paid into the fund operated by Alecta pension insurance, mutual in respect of each employee at rates defined byAlecta each year, having taken account of the solvency margin of the scheme. The solvency margin, which Alecta is required notto maintain above 155%, represents the extent to which the market value of the assets of the fund, calculated by Alecta, exceedsits pension commitments. At 30 June 2008, the fund had a solvency margin of 140.0 per cent. (2007: 164.6 per cent.).

The principal assumptions used by the actuary for the ERBS were (in nominal terms):At 30 June At 30 June

2008 2007

Rate of increase in salaries 4.35% 3.65%Rate of increase in pension payment

– pre 1997 increases 3.00% 2.65%– 1997 to 2005 increases 3.95% 3.15%– post 2005 increases 2.50% 2.00%

Discount rate 6.50% 5.75%Inflation assumption 4.10% 3.40%

The mortality rate used is PA92 Medium Cohort as advised by the Institute of Actuaries.

41

21. Retirement benefit obligations (continued)

The assets in the scheme and the expected rate of return were:Long- Long-

term rate term rateof return Value of return Valueexpected at 30 June expected at 30 June

at 30 June 2008 at 30 June 20072008 £’000 2007 £’000

Equities 7.75% 10,773 8.25% 12,786Fixed interest bonds 6.40% 3,789 5.25% 3,398Property 7.75% 146 8.25% 136

Total market value of assets 14,708 16,320Present value of scheme obligations (21,742) (19,834)

Liability in the scheme (7,034) (3,514)

Analysis of the amounts charged to administrative expenses in the income statement:2008 2007£’000 £’000

Current service cost 250 252Past service cost – –

Total operating charge 250 252

Analysis of the amount credited to financial income in the income statement:2008 2007£’000 £’000

Expected return on scheme assets 1,214 1,048Interest on pension scheme liabilities (1,127) (1,007)

Net finance income 87 41

Analysis of the amount recognised in the Statement of Recognised Income and Expense:2008 2007£’000 £’000

Actual return less expected return on scheme assets (2,745) 972Experience gains/(losses) arising on the scheme liabilities 1,551 (76)Changes in assumptions underlying the present value of the liabilities (2,798) 229

Actuarial (losses)/gains (3,992) 1,125

The total amount of actuarial loss charged to the statement of recognised income and expenses since the date of transition is£2,867,000.

The movement in the fair value of plan assets during the year is as follows:2008 2007£’000 £’000

At 1 July 16,320 14,340Expected return on scheme assets 1,214 1,048(Shortfall)/surplus in actual return on scheme assets (2,745) 972Contributions 635 630Benefits paid (716) (670)

At 30 June 14,708 16,320



21. Retirement benefit obligations (continued)

The movement in the defined benefit obligation during the year is as follows:2008 2007£’000 £’000

At 1 July 19,834 19,398Current service cost 250 252Interest cost 1,127 1,007Actuarial gains/(losses) 1,247 (153)Benefits paid (716) (670)

At 30 June 21,742 19,834

Movement in scheme deficit during the year:2008 2007£’000 £’000

Deficit in scheme at 1 July (3,514) (5,058)Movement in year:

Current service cost (250) (252)Contributions 635 630Other finance income 87 41Actuarial (losses)/gains (3,992) 1,125

Deficit in scheme at 30 June (7,034) (3,514)

History of experience gains and losses:

2008 2007

Difference between the expected and actual return on scheme assets:Amount (£’000) (2,745) 972Percentage of scheme assets (19%) 6%

Experience gains/(losses) on scheme liabilities:Amount (£’000) 1,551 (76)Percentage of the present value of the scheme liabilities 7% 0%

22. Called up share capital

2008 2007Nominal Nominal

value value£’000 £’000

Authorised:85,000,000 (2007: 65,000,000) ordinary shares of 10p each 8,500 6,500

Allotted, called up and fully paid:59,953,239 (2007: 56,746,629) ordinary shares of 10p each 5,995 5,674

During the year, 3,206,610 ordinary shares were issued as part consideration for the purchase of Milbury Systems Limited.

43

23. Share based payments

The Company operates one share scheme and options outstanding at 30 June 2008 over ordinary shares granted under this schemewere as follows:

weightedaverage

remainingNumber of contractual

ordinary Vesting dates lifeDate awarded shares Earliest Latest (months)

1 April 2003 210,000 1 April 2006 1 December 2008 525 January 2006 680,000 1 January 2009 31 October 2011 4012 January 2007 620,000 1 January 2010 31 October 2012 5216 March 2007 30,000 1 March 2010 31 December 2012 54

1,540,000 40

All the options have a £nil exercise price. Certain of the options are subject to performance requirements described in note 2 of theRemuneration Report on pages 14 to 18. Options may be capable of exercise in certain circumstances earlier than the dates given.

Details of the number of options over ordinary shares outstanding during the year are as follows:

2008 2007Weighted Weighted

average averagefair value fair value

Number per share Number per share

Outstanding at the beginning of the year 1,540,000 55.0 1,931,650 27.5Granted during the year – – 650,000 81.2Exercised during the year – – (1,041,650) 40.0

Outstanding at the end of the year 1,540,000 55.0 1,540,000 55.0

Exercisable at the end of the year 210,000 210,000

The expense recognised by the Group for share based payments under the Long Term Incentive Plan in respect of employee servicesduring the year ended 30 June 2008 was £252,000 (2007: £181,000).

An appropriate financial model is used to value the share options and the key assumptions used for the outstanding awards areshown below:

2003 2006 2007(A) 2007(B)

Share price at grant date 26.25p 47.5p 89.0p 90.0pFair value per share 19.6p 40.0p 81.2p 82.5p% Expected to vest 75% 87% 87% 50%Expected life (years) 3 3 3 3Dividend yield 4.48% 2.95% 2.36% 2.36%Fair value £31,000 £238,000 £436,000 £12,000

The Employee Share Ownership Trust held 744,120 shares at 30 June 2008 with a market value of £615,759 and has waived itsentitlement to dividends on ordinary shares held by it until such time as they are vested in employees.



24. Statement of changes in equity

Share Share Merger Translation Other Retainedcapital premium reserve reserve reserve earnings Total

£’000 £’000 £’000 £’000 £’000 £’000 £’000

At 1 July 2007 5,674 6,224 4,453 (154) (306) 5,050 20,941Profit for the year – – – – – 6,133 6,133Dividends – – – – – (1,600) (1,600)Acquisition of subsidiary 321 – 2,918 – – – 3,239Actuarial loss on defined benefit pension scheme

net of tax – – – – – (3,006) (3,006)Exchange differences on translation of net investments

in foreign operations – – – (57) – – (57)Share based payments – – – – – 252 252Other – – – – (15) – (15)

Total recognised income and expense 321 – 2,918 (57) (15) 1,779 4,946

At 30 June 2008 5,995 6,224 7,371 (211) (321) 6,829 25,887

The balances classified as share capital and share premium represent the proceeds of the nominal value and premium valuerespectively on the issue of the Company’s equity share capital net of issue costs, see note 22. Similarly, the merger reserve is anundistributable reserve and represents the premium recognised on acquisition of subsidiaries. The translation reserve is used torecord exchange differences arising from the translation of the financial statements of foreign subsidiaries. Shares in the Companyheld by the Employee Share Ownership Trust are reported in the other reserve and the movement during the year represents theincrease in own shares held by the ESOT.

Share Share Merger Translation Other Retainedcapital premium reserve reserve reserve earnings Total

£’000 £’000 £’000 £’000 £’000 £’000 £’000

At 1 July 2006 5,033 6,224 367 – (102) 622 12,144Profit for the year – – – – – 4,938 4,938Dividends – – – – – (1,122) (1,122)Acquisition of subsidiary 641 – 4,086 – – – 4,727Actuarial gain on defined benefit pension scheme

net of tax – – – – – 718 718Exchange differences on translation of net investments

in foreign operations – – – (154) – – (154)Share based payments – – – – – (106) (106)Other – – – – (204) – (204)

Total recognised income and expense 641 – 4,086 (154) (204) 4,428 8,797

At 30 June 2007 5,674 6,224 4,453 (154) (306) 5,050 20,941

25. Business Combinations

Milbury Systems LimitedOn 22 November 2007, the Group acquired the entire issued share capital of Milbury Systems Limited and the freehold of theproperty occupied by Milbury Systems Limited for a total consideration of £6,974,000 before expenses of which £1,030,000 relatesto the separate purchase of the freehold property. At completion, £3,735,000 was settled in cash from the Group’s existingresources, £3,030,000 was settled by the issue and placing of shares on behalf of the vendors and £209,000 by allotment to thevendors of new ordinary shares in the Company. The total number of shares issued at the market price on acquisition was 3,206,610.

During the year Milbury Systems Limited contributed turnover of £5,355,000 and an adjusted operating profit of £671,000 to theresults of the Precast division which, after the acquisition accounting adjustments related to profit in inventory at the date ofacquisition of £128,000 and intangible asset amortisation £108,000, resulted in a contribution to reported operating profit of£435,000.

45

25. Business Combinations (continued)

If the combination had taken place on 1 July 2007, the revenue contribution to the Group would have been £9,104,000 and thecontribution to Group operating profit would have been £1,016,000.

The net assets at 30 June 2008 of Milbury Systems Limited were £1,772,000.

Milbury Systems Limited has no recognised income and expense, other than the profits above, and therefore no separate statementof recognised income and expense is presented.

An analysis of the fair value of the Milbury Systems Limited’s net assets acquired and the fair value of the consideration paid is setout below:

Fair valueBook value adjustments Fair value

£’000 £’000 £’000

Property, plant and equipment 1,903 (20) 1,883Intangible assets 3 – 3Inventories 919 128 1,047Trade and other receivables 1,798 – 1,798Cash and cash equivalents 253 – 253Trade and other payables (1,820) – (1,820)Income tax payable (167) – (167)Bank loan (60) – (60)Deferred tax liabilities (89) (36) (125)

Net assets 2,740 72 2,812Intellectual property acquired 1,071Deferred tax on recognition of intellectual property (300)Goodwill 3,902

Total consideration 7,485

Satisfied by:Cash 3,735Shares 3,239Acquisition expenses 511

7,485

Fair value adjustments comprise a revaluation to reflect the profit in inventory at the acquisition date, £128,000, and an adjustmentto property, plant and equipment to align depreciation policies with those of the Group, amounting to additional accumulateddepreciation of £20,000.

In the period since acquisition, Milbury Systems Limited contributed £976,000 to the Group’s net operating cash flow, utilised£116,000 for purchase of property, plant and equipment and utilised £46,000 for financing activities.

Included in the £3,902,000 of goodwill recognised above are certain intangible assets that cannot be individually, separately andreliably measured from the acquiree due to their nature. These items include the value of the management and workforce togetherwith synergies that are expected to be gained from being part of the Group.



26. Financial instruments

a) The carrying amount and fair value of financial assets and liabilities at 30 June2008 2007£’000 £’000

Financial assets:Cash and cash equivalents 6,808 5,940Trade and other receivables 14,786 12,024

21,594 17,964

Financial liabilities:Trade and other payables 13,363 8,858Bank loans – 481

13,363 9,339

The carrying value of the Group’s financial assets and liabilities are considered to approximate their respective fair values.

b) Interest rate and currency profile of financial assets and liabilitiesThe interest rate and currency profiles of the Group’s financial assets and liabilities are set out below:

NetFinancial liabilities Financial assets financial

Floating Floating (assets)/rate Total rate Total liabilities

£’000 £’000 £’000 £’000 £’000

Sterling 12,563 12,563 13,091 13,091 (528)Euro 210 210 2,843 2,843 (2,633)Swedish Krona 224 224 2,350 2,350 (2,126)South African Rand 337 337 3,210 3,210 (2,873)Other 29 29 100 100 (71)At 30 June 2008 13,363 13,363 21,594 21,594 (8,231)Sterling 8,399 8,399 11,727 11,727 (3,328)Euro 198 198 1,784 1,784 (1,586)Swedish Krona 225 225 1,450 1,450 (1,225)South African Rand 501 501 2,965 2,965 (2,464)Other 16 16 38 38 (22)

At 30 June 2007 9,339 9,339 17,964 17,964 (8,625)

There are no fixed rate financial assets. Floating rate financial assets earn interest at rates based on local bank deposit rates.Floating rate financial liabilities bear interest at rates based on the Bank of England Base Rate or relevant national equivalents.

The interest rate risk profile of the Group’s finance leases at 30 June was:

Weighted average Weighted averageperiod interest rate

2008 2007 2008 2007Years Years % %

Sterling 2.4 2.6 5.47 5.21Swedish Krona 3.5 3.2 5.74 5.05

47

26. Financial instruments (continued)

c) Currency profile of net foreign currency monetary assets and liabilitiesThe table below shows the net unhedged monetary assets/(liabilities) of the Group that are not denominated in the functionalcurrency of the operating unit and which therefore give rise to exchange gains and losses in the income statement.

SouthSwedish US African

Sterling Euro Krona Dollar Rand Other TotalFunctional currency of Group operation £’000 £’000 £’000 £’000 £’000 £’000 £’000

Sterling – 695 (2) (8) – 6 691Euro 59 – – – – 52 111Swedish Krona 109 35 – 20 – 20 184South African Rand 21 – – – – – 21At 30 June 2008 189 730 (2) 12 – 78 1,007

Sterling – 479 (21) (16) – 3 445Euro – – – – – – –Swedish Krona 102 33 – 5 – 29 169South African Rand – – – – – – –

At 30 June 2007 102 512 (21) (11) – 32 614

d) Market risk: objectives, policies and strategiesThe Group’s interest rate risks, liquidity risks and currency risks are managed centrally within policies approved by the Board.

Interest rate risks are moderated by the use of a mixture of fixed and floating rate borrowings. The net interest receivable forthe year was £115,000 compared to £18,000 receivable last year. No speculative transactions are undertaken.

At present there is no policy to hedge the Group’s currency exposures arising from the profit translation or the effect ofexchange rate movements on the Group’s overseas net assets.

e) Market risk: sensitivitiesA sensitivity analysis for financial assets and liabilities affected by market risk is set out below. Each risk is analysed separatelyand shows the sensitivity of financial assets and liabilities when a certain parameter is changed. The sensitivity analysis hasbeen performed on balances at 30 June each year and therefore is not representative of transactions throughout the year. Therates used are based on historical trends and, where relevant, projected forecasts.

(i) CurrenciesThe Group is exposed to currency risk in relation to the value of its financial assets and liabilities that are denominatedin currencies other than Sterling (see note 27(b) above), arising from fluctuations in exchange rates. The table belowshows the impact on the value of the Group’s reported net financial assets at 30 June of exchange rates eitherstrengthening or weakening by 10 per cent. against Sterling and the impact this would have on the reported profitor loss and equity. The Group’s reported profit is not impacted by the effect of changes in exchange rates on the valueof its net financial assets, but equity would be £313,000 lower if Sterling strengthen by 10 per cent. and £382,000higher if Sterling weakened by 10 per cent.




Effect of Sterling strengthening Effect of Sterling weakening2008 by 10% by 10%

As Rate Ratereported +10% Profit Equity -10% Profit Equity

Net financial (assets)/liabilities: £’000 £’000 £’000 £’000 £’000 £’000 £’000

Denominated in Sterling (528) – – – – – –Not denominated in Sterling (7,703) 581 (207) (313) (724) 253 382Total net financial assets (8,231) 581 (207) (313) (724) 253 382

Effect of Sterling strengthening Effect of Sterling weakening2007 by 10% by 10%


Net financial (assets)/liabilities: £’000 £’000 £’000 £’000 £’000 £’000 £’000

Denominated in Sterling (3,328) – – – – – –Not denominated in Sterling (5,297) 169 (154) (170) (221) 188 165

Total net financial assets (8,625) 169 (154) (170) (221) 188 165

(ii) Interest ratesChanges in market interest rates expose the Group to the risk of fluctuations in the cash flow relating to its financialassets and liabilities that attract interest at floating rates (see note 24(b) above). Based upon the interest rate profile ofthe Group’s financial assets and liabilities as at 30 June, the table below shows the impact of a one percentage pointchange in the market interest rates on the Group’s profit and equity.

Effect of increase in interest Effect of decrease in interest2008 rates of 1% rates of 1%


£’000 £’000 £’000 £’000 £’000 £’000 £’000

Net Finance income 115 18 18 18 (18) (18) (18)

Effect of increase in interest Effect of decrease in interest 2007 rates of 1% rates of 1%


£’000 £’000 £’000 £’000 £’000 £’000 £’000

Net Finance income 18 15 15 15 (10) (10) (10)

f) Liquidity riskThe Group monitors its liquidity to maintain a sufficient level of undrawn committed debt facilities together with centralmanagement of the Group’s cash resources to minimise liquidity risk.

The contractual maturities of financial liabilities is as follows:

2008 Between BetweenCarring 3 months 3 to 6 6 to 12 1 and 2 2 and 4 Overamount or less months months years years 5 years

£’000 £’000 £’000 £’000 £’000 £’000 £’000

Trade and other payables 13,363 12,657 706 – – – –13,363 12,657 706 – – – –

2007 Between BetweenCarring 3 months 3 to 6 6 to 12 1 and 2 2 and 4 Overamount or less months months years years 5 years

£’000 £’000 £’000 £’000 £’000 £’000 £’000

Trade and other payables 8,858 8,406 452 – – – –Bank loans 481 – – 410 71 – –

9,339 8,406 452 410 71 – –

49


At 30 June, the Group had available to it the following undrawn committed borrowing facilities expiring in the periods shown:

2008 2007£’000 £’000

Expiring in one year or less 900 19Expiring between one and two years – –Expiring between two and five years 10,000 –Expiring after more than five years 4,500 14,500

15,400 14,519

g) Credit riskGroup policies are aimed at minimising losses due to customer payment default. Deferred payment terms are only granted tothose customers who satisfy creditworthiness criteria and individual exposures to customers are monitored. Where the cost isnot excessive when compared to the exposure being covered, some operations purchase credit insurance.

The maximum exposure to credit risk for trade receivables at the reporting date by geographic region is as follows:

2008 2007£’000 £’000

UK 11,610 9,503Rest of Europe 1,592 1,414Rest of World 484 652

13,686 11,569

h) Capital riskThe Group’s objective is to minimise its cost of capital by optimising the efficiency of its capital structure, being the balancebetween equity and debt. The objective is subject always to an overriding principal that capital must be managed to ensurethe Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for otherstakeholders. The Group uses a range of financial metrics to monitor the efficiency of its capital structure, including itsweighted average cost of capital and net debt to EBITDA and ensures that its capital structure provides sufficient financialstrength to allow it to secure access to debt finance at reasonable cost.

At 30 June 2008, the Group’s EBITDA for the year was £10,195,000 (2007: £7,653,000) and net cash balances were £6,808,000(2007: £5,940,000).

i) Hedging instrumentsThere were no hedging instruments outstanding at 30 June 2008 or 30 June 2007.

27. Contingent liabilities

The Group routinely enters into a range of contractual arrangements in the ordinary course of events which can give rise to claimsor potential litigation against Group companies. It is the Group’s policy to make specific provisions at the balance sheet date forall liabilities including warranty costs and guarantees which, in the opinion of the Directors, are likely to result in a significant loss.The Directors have reviewed the open claims and pending litigation against the Group at the 30 June 2008 and concluded that nomaterial unprovided loss is likely to accrue from any such unprovided claims.

28. Related party transactions

Transactions between Group undertakings, which are related parties, have been eliminated on consolidation and are not disclosedin this note.

The Directors of the Company had no material transactions with the Group during the year, other than a result of serviceagreements and as disclosed in the Remuneration Report on pages 14 to 18.


Notes explaining transition to IFRS

These are the Group’s first consolidated financial statements prepared using the recognition and measurement principles of theInternational Financial Reporting Standards (“IFRS”). The IFRS accounting policies of the Group are detailed earlier in this document.An explanation of how the transition from UK Generally Accepted Accounting Principles (“UK GAAP”) to IFRS has affected theGroup is set out below.

Note

1. GoodwillUnder UK GAAP, goodwill was capitalised and amortised on a straight line basis over its useful economic life, which rangesbetween five to twenty years. Under IFRS this goodwill balance is no longer amortised but instead subject to an annualimpairment review.

The carrying amount of the assets of each cash generating unit inclusive of attributable goodwill is compared to the presentvalue of forecast net cash flows before interest and tax that are expected to flow from these units. An impairment adjustmentis required where the carrying amount of the assets exceeds the value in use measured as the present value of the futurecash flows.

A benefit of £596,000 is included in the prior year consolidated income statement relating to amortised goodwill with acorresponding increase in the balance sheet value at 30 June 07.

Business Combinations

The excess of the cost of an acquisition, including attributable expenses, above the fair value of the net assets acquired wasdeemed to be goodwill under UK GAAP. IFRS 3 requires that a value is attributed to any identifiable intangible assets, such aspatents and copyrights, customer lists and relationships, brands and in progress research and development together with therelated deferred tax liability. Hence, acquired goodwill is the difference between the cost of the investment and the fair valueof the net assets including intangible assets and the related deferred tax liability and represents such items as the assembledworkforce that do not qualify for separate recognition.

The acquisition of Asta Development plc in December 2006 has been reviewed and a value of £3,227,000 has been attributedas at that date to the intangible asset comprising customer contracts and customer relationships with a related deferred taxliability of £904,000. The deferred income creditor has been reduced by £189,000 with a related deferred tax liabilityadjustment of £53,000.

2. Intangible assetsUnder UK GAAP, certain computer software was capitalised within tangible fixed assets. Under IFRS, only computer softwarethat is integral to a related item of hardware should be included as property, plant and equipment. All other computersoftware should be recorded as an intangible asset. £94,000 has been restated as an intangible asset.

3. Holiday pay accrualsAn adjustment is required to record holiday pay liabilities in respect of all employees. IAS 19 requires that a liability is recordedfor all accrued entitlements for holiday at each balance sheet date. The impact on the Group is an adjustment to employeebenefits expense and accruals together with a related deferred tax liability adjustment.

4. Deferred TaxDeferred tax under UK GAAP was provided on all timing differences that had originated but not reversed at the balance sheetdate.

The principal impact of adopting IAS 12 has been to recognise separately, under non-current assets, the deferred tax asset onthe retirement benefit obligation and to recognise the deferred tax liability on intangible assets recognised in accordance withIFRS 3 in relation to the acquisition of Asta Development plc.

51

UK GAAP IFRS

Effect of transition to

IFRSNote £’000 £’000 £’000

Continuing operations

Revenue 1 62,078 (155) 61,923Cost of Sales 3 (32,142) – (32,142)

Gross Profit 29,936 (155) 29,781Distribution costs (2,818) – (2,818)Administrative expenses 1,3 (21,527) 385 (21,142)

Profit from operations 5,591 230 5,821Finance income 59 – 59

Profit before tax 5,650 230 5,880Tax 1,3,4 (1,044) 102 (942)

Profit for the period 4,606 332 4,938

Reconciliation of Profit for the year ended 30 June 2007


UK GAAP IFRS


IFRSNote £’000 £’000 £’000

Non-current assetsGoodwill and intangible assets 2 5,625 94 5,719Property, plant and equipment 2 8,310 (94) 8,216Deferred tax 3,4 – 1,517 1,517

Total non-current assets 13,935 1,517 15,452

Current assetsInventories 2,821 – 2,821Trade and other receivables 9,891 – 9,891Cash and cash equivalents 6,852 – 6,852

Total current assets 19,564 – 19,564

Total assets 33,499 1,517 35,016

Current liabilitiesBorrowings (891) – (891)Obligations under finance leases (325) – (325)Trade and other payables (9,798) – (9,798)Current tax liabilities (364) – (364)Accruals and deferred income 3 (5,016) (59) (5,075)

Total current liabilities (16,394) (59) (16,453)

Non-current liabilitiesBorrowings (481) – (481)Obligation under finance leases (473) – (473)Deferred tax liabilities (340) 18 (322)Provisions (85) – (85)Retirement benefit obligation 4 (3,541) (1,517) (5,058)

Total non-current liabilities (4,920) (1,499) (6,419)

Total liabilities (21,314) (1,558) (22,872)

Net assets 12,185 (41) 12,144

EquityShare capital 5,033 – 5,033Share premium account 6,224 – 6,224Merger reserve 367 – 367Other reserve (127) – (127)Retained earnings 688 (41) 647

Equity attributable to shareholders 12,185 (41) 12,144

Reconciliation of Equity at 1 July 2006

53

UK GAAP IFRS


IFRSNote £’000 £’000 £’000

Non-current assetsGoodwill and intangible assets 12,184 1,252 13,436Property, plant and equipment 2 8,417 (45) 8,372Deferred tax 4 – 984 984

Total non-current assets 20,601 2,191 22,792

Current assetsInventories 3,441 – 3,441Trade and other receivables 13,151 – 13,151Cash and cash equivalents 5,940 – 5,940

Total current assets 22,532 – 22,532

Total assets 43,133 2,191 45,324

Current liabilitiesBank overdraft (410) – (410)Obligations under finance leases (313) – (313)Trade and other payables (11,103) – (11,103)Current tax liabilities (982) – (982)Accruals and deferred income 3 (6,389) (79) (6,468)

Total current liabilities (19,197) (79) (19,276)

Non-current liabilitiesBorrowings (71) – (71)Obligation under finance leases (386) – (386)Deferred tax liabilities 1 (214) (837) (1,051)Provisions (85) – (85)Retirement benefit obligation 4 (2,530) (984) (3,514)

Total non-current liabilities (3,286) (1,821) (5,107)

Total liabilities (22,483) (1,900) (24,383)

Net assets 20,650 291 20,941

EquityShare capital 5,674 – 5,674Share premium account 6,224 – 6,224Merger reserve 4,453 – 4,453Translation reserve (154) – (154)Other reserve (306) – (306)Retained earnings 4,759 291 5,050

Equity attributable to shareholders 20,650 291 20,941

Reconciliation of Equity at 30 June 2007


Independent Auditors’ report on the Company financial statementsWe have audited the parent Company financial statements of Eleco plc for the year ended 30 June 2008, which comprise theaccounting policies, the Company Balance Sheet and the notes 1 to 15 on pages 57 to 61. These parent Company financialstatements have been prepared under the accounting policies set out therein.

We have reported separately on the Group financial statements of Eleco plc for the year ended 30 June 2008.

This Report is made solely to the Company’s members, as a body, in accordance with Section 235 of the Companies Act 1985. Ouraudit work has been undertaken so that we might state to the Company’s members those matters we are required to state to themin an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibilityto anyone other than the Company and the Company’s members as a body, for our audit work, for this Report, or for the opinionswe have formed.

Respective responsibilities of Directors and AuditorsThe Directors’ responsibilities for preparing the Annual Report and the Company financial statements in accordance with UnitedKingdom law and Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the Statement ofDirectors’ Responsibilities.

Our responsibility is to audit the Company financial statements in accordance with relevant legal and regulatory requirements andInternational Standards on Auditing (UK and Ireland).

We report to you our opinion as to whether the Company financial statements give a true and fair view and whether the Companyfinancial statements have been properly prepared in accordance with the Companies Act 1985. We also report to you whether inour opinion the information given in the Directors’ Report is consistent with the Company financial statements. The informationgiven in the Directors’ Report includes that specific information presented in the Chairman’s Statement and Financial Review thatis cross referenced from the Directors’ Report.

In addition we report to you if, in our opinion, the Company has not kept proper accounting records, if we have not received allthe information and explanations we require for our audit, or if information specified by law regarding Directors’ remuneration andother transactions is not disclosed.

We read other information contained in the Annual Report and consider whether it is consistent with the audited Companyfinancial statements. The other information comprises only the Chairman’s Statement, Financial Review, Directors’ Report,Corporate Governance Report and the Remuneration Report. We consider the implications for our report if we become aware ofany apparent misstatements or material inconsistencies with the Company financial statements. Our responsibilities do not extendto any other information.

Basis of audit opinionWe conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing PracticesBoard. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the Company financialstatements. It also includes an assessment of the significant estimates and judgments made by the Directors in the preparation ofthe Company financial statements, and of whether the accounting policies are appropriate to the Company’s circumstances,consistently applied and adequately disclosed.

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in orderto provide us with sufficient evidence to give reasonable assurance that the Company financial statements are free from materialmisstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overalladequacy of the presentation of information in the Company financial statements.

OpinionIn our opinion:

• the Company financial statements give a true and fair view, in accordance with United Kingdom Generally AcceptedAccounting Practice, of the state of the Company’s affairs as at 30 June 2008 and of its profit for the year ended 30 June2008 then ended;

• the Company financial statements have been properly prepared in accordance with the Companies Act 1985; and

• the information given in the Directors’ Report is consistent with the Company financial statements.

Grant Thornton UK LLPREGISTERED AUDITOR AND CHARTERED ACCOUNTANTS

Cambridge

16 September 2008

Independent Auditors’ Report

55

2008 2007Note £’000 £’000

Fixed assetsIntangible assets 4 33 129Tangible assets 5 4,949 3,461Investments 6 49,513 44,899

54,495 48,489

Current assetsDebtors 7 2,622 2,446Cash at bank and in hand 1,436 508

4,058 2,954

Creditors: amounts falling due within one year 8 (17,744) (16,350)

Net current liabilities (13,686) (13,396)

Total assets less current liabilities 40,809 35,093Creditors: amounts falling due after more than one year 9 – (71)Provisions 10 (94) (138)

Net assets 40,715 34,884

Capital and reservesCalled up share capital 11 5,995 5,674Share premium account 13 6,224 6,224Other reserve 13 16,640 13,737Profit and loss account 13 11,856 9,249

Shareholders’ equity 40,715 34,884

The financial statements on pages 55 to 61 were approved by the Board of Directors on 16 September 2008 and signed on its behalfby:


Company Balance Sheet


The financial statements have been prepared under UK GAAP. A summary of the more important Company accounting policies,which have been applied consistently, is set out below:

Basis of accountingThe financial statements are prepared in accordance with the historical cost convention.

Intangible and tangible fixed assetsTangible fixed assets are stated at their purchase cost, together with any incidental costs of acquisition, net of depreciation andprovision for impairment.

The Company owns intellectual property both in its software tools and software products. Intellectual property acquired iscapitalised at cost and is amortised on a straight-line basis over its expected useful life not exceeding twenty years.

Depreciation is provided on all tangible fixed assets, except freehold land, at annual rates calculated to write off the cost, less theestimated residual value of each asset, over its expected useful life as follows:

Freehold and long leasehold buildings 50 yearsPlant, equipment and vehicles 2 to 10 yearsSoftware 2 to 5 years

InvestmentsFixed asset investments are shown at cost, together with any incidental costs of acquisition, less any provision for impairment.

Finance and operating leasesThe capital element of finance lease commitments is shown as obligations under finance leases. The capital element of finance leaserentals is applied to reduce the outstanding obligations under finance leases. The interest element of the rental obligations is chargedto the profit and loss account over the period of the lease in proportion to the reducing capital balance outstanding. Amountspayable under operating leases are recognised in the profit and loss account on a straight line basis over the term of the lease.

Share based paymentsThe Company operates equity settled share based compensation plans through various schemes. The fair value of options awardedis calculated at the time of grant and is charged to the income statement on a straight line basis over the vesting period. The chargeis based on an estimate of the number of options that will actually vest together with managements’ best estimate of theachievement or otherwise of non-market conditions . Fair value is determined using an appropriate pricing model.

Foreign exchangeTransactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilitiesdenominated in foreign currencies at the balance sheet date are reported at the rates of exchange prevailing at that date. Any gainor loss arising from a change in exchange rates subsequent to the date of the transaction is included as an exchange gain/loss inthe profit and loss account.

TaxationCurrent UK corporation tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have beenenacted or substantially enacted by the balance sheet date.

Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance sheet datewhere transactions or events have occurred at the date will result in an obligation to pay more tax or a right to pay less or to receivemore tax, with the following exceptions:

• provision is made for tax on gains arising from the revaluation (and similar fair value adjustments) of fixed assets, and gainson disposal of fixed assets that have been rolled over into replacement assets, only to the extent that, at the balance sheetdate, there is a binding agreement to dispose of the assets concerned. However, no provision is made where, on the basis ofall available evidence at the balance sheet date, it is more likely than not that the taxable gain will be rolled over intoreplacement assets and charged to tax only where the replacement assets are sold;

• provision is made for deferred tax that would arise on remittance of the retained earnings of overseas subsidiary undertakingsonly to the extent that, at the balance sheet date, dividends have been accrued as receivable;

• deferred tax assets are recognised only to the extent that the Directors consider that it is more likely than not that there willbe suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timingdifferences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

Statement of Company Accounting Policies

57

Notes to the Company Financial Statements

1. Profit for the year

As permitted by section 230 of the Companies Act 1985, the parent Company’s profit and loss account has not been included inthese financial statements. The parent Company’s profit for the financial year was £4,029,000 (2007: £3,637,000)

2. Employees

The aggregate remuneration of the Directors is shown in the Remuneration Report on pages 14 to 18.

The average number of employees during the year including Directors by function was as follows:

2008 2007Number Number

Management 8 6Administration 4 4

12 10

Their aggregate remuneration comprised:

2008 2007£’000 £’000

Wages and salaries 1,222 991Social security costs 171 152Pension costs 159 232Share based payments 178 155

1,730 1,530

3. Dividends paid and proposed

2008 2007 2008 2007Ordinary shares per share per share £’000 £’000

Declared and paid during the yearInterim – current year 1.00p 0.70p 592 375Final – previous year 1.80p 1.50p 1,008 747

2.80p 2.20p 1,600 1,122

The Directors propose a final dividend of 2.00p per share at a cost of £1,184,000. The liability in respect of the 2008 final dividendhas not been accrued for at 30 June 2008.

4. Intangible assets

Intellectual property£’000

CostAt 1 July 2007 774Additions 64

At 30 June 2008 838

Accumulated amortisationAt 1 July 2007 645Charge for the year 160

At 30 June 2008 805

Net book value at 30 June 2008 33

Net book value at 30 June 2007 129


5. Tangible fixed assets


£’000 £’000 £’000 £’000

CostAt 1 July 2007 4,558 19 138 4,715Additions 1,030 528 47 1,605Disposal – – (30) (30)

At 30 June 2008 5,588 547 155 6,290

Accumulated depreciationAt 1 July 2007 1,125 19 110 1,254Depreciation charge for the year 89 3 22 114Disposals – – (27) (27)

At 30 June 2008 1,214 22 105 1,341

Net book value at 30 June 2008 4,374 525 50 4,949

Net book value at 30 June 2007 3,433 – 28 3,461

The net book value of plant equipment and vehicles includes an amount of £nil (2007: £10,000) in respect of assets held underfinance leases and hire purchase agreements. Freehold land of £883,000 (2007: £524,000) and leasehold land of £234,000 (2007:£nil) are not depreciated.

6. Investments in subsidiaries

Shares at cost Loans Total£’000 £’000 £’000

CostAt 1 July 2007 21,015 54,357 75,372Additions – 4,480 4,480

At 30 June 2008 21,015 58,837 79,852

Accumulated provisionAt 1 July 2007 9,173 21,300 30,473Credit to profit and loss account – (134) (134)

At 30 June 2008 9,173 21,166 30,339

Net book value at 30 June 2008 11,842 37,671 49,513

Net book value at 30 June 2007 11,842 33,057 44,899


59

6. Investments in subsidiaries (continued)

The principal subsidiary undertakings are unlisted and wholly owned. They are registered in England and Wales, where theiroperations are located in the United Kingdom. Overseas subsidiary undertakings are incorporated in their country of operations.

Country of Company Operations

Building Systems - PrecastBell & Webster Concrete Limited UKMilbury Systems Limited UK

Building Systems - OtherSpeedDeck Building Systems Limited UKDowner Cladding Systems Limited UKPrompt Profiles Limited UKEleco Timber Frame Limited UKGang-Nail Systems Limited UKEleco Bauprodukte GmbH GermanyInternational Truss Systems (Pty) Limited South Africa

SoftwareAsta Development PLC UKEleco Software Limited UKConsultec Group AB SwedenConsultec Byggprogram AB SwedenConsultec System AB SwedenConsultec Arkitekter & Konstruktorer AB SwedenEleco Software GmbH GermanyEsign Software GmbH Germany

The ordinary shares in the above companies are held through intermediate holding companies except Esign Software GmbH.

7. Debtors

2008 2007£’000 £’000

Trade debtors 105 85Other debtors 54 324Prepayments and accrued income 104 427Deferred tax 246 –Amounts due from subsidiary undertakings 2,113 1,610

2,622 2,446



8. Creditors: amounts falling due within one year

2008 2007£’000 £’000

Bank loans and overdrafts – 1,180Trade creditors – 176Other creditors 470 98Accruals and deferred income 1,152 1,249Obligations under finance leases – 5Other taxation and social security 212 72Corporation tax 666 433Amounts due to subsidiary undertakings 15,244 13,137

17,744 16,350

9. Creditors: amounts falling due after more than one year

2008 2007£’000 £’000

Bank loans – 71

– 71

Bank loans and overdrafts are repayable as follows:

2008 2007£’000 £’000

In one year or less – 1,180Between one and two years – 71

– 1,251

10. Provisions

Provisions for losses Deferred

in subsidiaries tax Total£’000 £’000 £’000

At 1 July 2007 100 38 138Credit to profit and loss account (6) (38) (44)

At 30 June 2008 94 – 94

The deferred tax (asset)/liability provided based on a Corporation Tax rate of 28 per cent. (2007: 28 per cent.) comprises:

2008 2007£’000 £’000

Excess of depreciation over capital allowances (32) 268Short term timing differences (214) (230)

(246) 38

61

11. Called up share capital

2008 2007£’000 £’000

Authorised:85,000,000 (2007: 65,000,000) ordinary shares of 10p each 8,500 6,500

Allotted, called up and fully paid:59,953,239 (2007: 56,746,629) ordinary shares of 10p each 5,995 5,674

During the year, 3,206,610 ordinary shares were issued as part consideration for the purchase of Milbury Systems Limited.

12. Share based payments

The Group operates one share scheme.

Details of this scheme is included in note 23 of the Group financial statements. IFRS 2, which is used to account for share basedpayments in the Group financial statements, is identical to FRS 20 in UK GAAP, which is used in the Company financial statements.As such the disclosures are identical, except that the disclosures in the Group financial statements in respect of overseas subsidiariesare not applicable to the Company.

13. Reserves

ProfitShare Other and loss

premium reserve account£’000 £’000 £’000

At 1 July 2007 6,224 13,737 9,249Intragroup transfer of investment – 2,918 –Profit for the year – – 4,029Dividends – – (1,600)Share based payments – – 178Other movements – (15) –

At 30 June 2008 6,224 16,640 11,856

The other reserve includes the shares in the Company held by the Employee Share Ownership Trust and the unrealised profit on theintragroup transfer of investments.

Other movements during the year reflect the impact of purchases of own shares, held by the Employee Share Ownership Trust andthe related charges in respect of the LTIP options.

14. Operating lease commitments

Annual commitments under operating leases are as follows:Property Other Property Other

2008 2008 2007 2007£’000 £’000 £’000 £’000

Within one year 30 – – –Between two and five years – – 30 –After five years – – – –

30 – 30 –

15. Related party transactions

The Company has taken advantage of the exemption granted by paragraph 3(c) of FRS 8 not to disclose transactions with otherGroup companies. The Directors of the Company had no material transactions with the Company during the year, other than asdisclosed in the Remuneration Report on pages 14 to 18.


IFRS UK GAAP2008 2007 2006 2005 2004£’000 £’000 £’000 £’000 £’000

RevenueContinuing operations 84,909 61,923 55,197 47,836 44,320Discontinued operations – – – 182 442

Profit from operations 8,022 5,821 4,592 2,556 1,162

Finance income/(expense) 202 59 (156) (231) (226)

Profit before taxation 8,224 5,880 4,436 2,325 936

Taxation (2,091) (942) (1,103) (242) (625)

Profit after taxation 6,133 4,938 3,333 2,083 311

Dividends (1,600) (1,122) (786) (621) (592)

Retained profit/(loss) 4,533 3,816 2,547 1,462 (281)

Shareholders’ equity 25,887 20,941 12,185 8,669 9,422

Earnings per share 10.6p 9.3p 6.8p 4.3p 0.6p

Dividend per share 2.80p 2.20p 1.60p 1.275p 1.225p

Financial Calendar

5 November 2008 Annual General Meeting12 noon at theBrewers’ HallAldermanbury SquareLondon EC2V 7HR

March 2009 Announcement of half year results

Ordinary shares – dividends

Final15 October 2008 Ex-dividend17 October 2008 Record date14 November 2008 Payment date

Capital Gains Tax

The price of one ordinary share of 10p on 31 March 1982 (unadjusted) was 70.5p.

Five Year Summary

63

NOTICE is hereby given that the sixty-ninth Annual General Meeting of Eleco plc (the “Company”) will be held at the Brewers’ Hall,Aldermanbury Square, London EC2V 7HR on 5 November 2008 at 12 noon for the purpose of considering and, if thought fit, passingthe following resolutions. Resolutions numbered 1 to 6 will be proposed as Ordinary Resolutions and Resolutions numbered 7 to 9will be proposed as Special Resolutions.

Ordinary Business

1. To receive the financial statements for the year ended 30 June 2008, together with the Reports of the Directors and Auditors.2. To approve the Remuneration Report.3. To declare a final dividend of 2.00p per share on the ordinary shares.4. To re-elect J H B Ketteley, who retires by rotation, as a Director of the Company.5. To re-elect F E Newby, who retires by rotation, as a Director of the Company.6. To re-appoint Grant Thornton UK LLP as Auditors and to authorise the Directors to agree their remuneration.

7. Disapplication of pre-emption rights

That the Directors be and they are hereby empowered pursuant to Section 95(1) of the Companies Act 1985 to allot equitysecurities (within the meaning of Section 94 of that Act) for cash as if Section 89(1) of the said Act did not apply to any suchallotment provided that this power shall be limited to:

a. the allotment of equity securities in connection with an issue by way of rights, open offer or otherwise in favour of ordinaryshareholders where the equity securities respectively attributable to the interests of all ordinary shareholders areproportionate (as nearly as may be) to respective number of ordinary shares held by them (but subject to such exclusions,variations or other arrangements on such allotment as the Directors may deem necessary or expedient in relation tofractional entitlements or as a result of legal or practical problems under the laws of, or the requirements of, any recognisedregulatory body or any stock exchange in any territory or otherwise howsoever); and

b. the allotment (otherwise than pursuant to sub-paragraph (a) hereof or to an ‘employees’ share scheme (within the meaningof Section 743 of the Companies Act 1985)) of equity securities up to an aggregate nominal amount of £299,766

at any time or times before the earlier of the conclusion of the next Annual General Meeting of the Company after the passingof this resolution and 5 February, 2010 save that the Company may prior to such expiry make offers or agreements which wouldor might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance ofsuch offers or agreements notwithstanding the expiry of any power conferred by this resolution.

8. Purchase of the Company’s own shares

That the Company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning ofSection 163(3) of the Companies Act 1985) of equity securities of the Company up to an aggregate nominal amount of£599,532, at a price per share (exclusive of expenses) of not less than 10 pence and not more than 105 per cent. of the averageof the middle market quotations for such equity securities as derived from the London Stock Exchange Daily Official List for thefive dealing days immediately preceding the date on which the equity securities are contacted to be purchased, provided thatthis authority shall expire on the earlier of the conclusion of the next Annual General Meeting after the passing of this resolutionand 5 February, 2010 save that the Company may purchase equity securities pursuant to this authority at any later date wheresuch purchase is pursuant to any contract made by the Company before the expiry of this authority. There is no present intentionto exercise this authority.

9. Adoption of new Articles of Association

That, with immediate effect, the articles of association of the Company produced in draft to this meeting and, for the purposesof identification, initialled by the Chairman, be adopted as the articles of association of the Company in substitution for, and tothe exclusion of, the existing articles of association of the Company.

By order of the Board

I A BartonSECRETARY

16 September 2008

Notice of Meeting

Registered Office:Eleco House

15 Gentlemen’s FieldWestmill Road

Ware, HertfordshireSG12 0EF


Notice of Meeting

NOTESA member entitled to attend and vote at this meeting may appoint one or more proxies (who need not be members of theCompany) to attend, speak and vote instead of him. A proxy form is enclosed. To be effective, an instrument appointing a proxymust be returned so as to reach the Company’s registrars, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU at least 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Theappointment of a proxy will not preclude a member from attending, speaking and/or voting at the meeting should he subsequentlydecide to do so.

The Register of Directors’ interests in the capital of the Company and a version of the Articles of Association, showing the changesproposed by Resolution 9, will be available for inspection at the Registered Office of the Company during normal business hoursfrom the date hereof until the close of the above meeting and at the place of the meeting for 15 minutes prior to and during themeeting.

65

Explanatory Notes of the Principal Changes to theCompany’s Articles of Association

IntroductionIt is proposed to adopt new Articles of Association (the “New Articles”) to update the Company’s current Articles of Association (the“Current Articles”) primarily to take account of changes in English company law brought about by certain provisions of theCompanies Act 2006 that came into force this year.

The principal changes introduced in the New Articles are summarised below. Other changes, which are of a minor, technical orclarifying nature and some other consequential changes which merely reflect changes made by the Companies Act 2006 have notbeen noted. A copy of the New Articles and a copy of the Current Articles will be available for inspection at the Company’sRegistered Office and at the Brewers’ Hall, the venue for this year’s Annual General Meeting, from at least 15 minutes prior to theAnnual General Meeting until its conclusion.

Articles which duplicate statutory provisionsProvisions in the Current Articles which replicate provisions contained in the Companies Act 2006 are, in the main, eitherremoved from or amended in the New Articles to bring them in line with the Companies Act 2006. This is in line with the approachadvocated by the Government that statutory provisions should not be duplicated in a company’s constitution. Examples of suchprovisions include the requirement to keep accounting records and provisions regarding the period of notice required to convenegeneral meetings.

ResolutionsThe Current Articles enable members to act by written resolution. Under the Companies Act 2006, public companies can no longerpass written resolutions. These provisions have therefore been removed in the New Articles.

Directors’ age limitThe Current Articles currently contain a provision requiring the Director’s age, if 70 or over, to be disclosed in the notice conveninga meeting at which the Director is proposed to be elected or re-elected. Such provision could now fall foul of the EmploymentEquality (Age) Regulations 2006 so has been removed from the New Articles.

Annual General MeetingsThe Current Articles provide that not more than 15 months are to elapse between the date of an AGM and the date of the nextAGM. The Companies Act 2006 provides that an AGM should be held within 6 months of the accounting reference date of theCompany (currently 30 June). The relevant provisions have therefore been amended in the New Articles.

Convening general meetingsThe provisions in the Current Articles dealing with the convening of general meetings and the length of notice required to convenegeneral meetings are being amended to conform to the new provisions in the Companies Act 2006. The Companies Act 2006reduces the minimum notice period for all general meetings (other than an annual general meeting) from 21 clear days’ notice to14 clear days, even if the meeting is being convened to consider a special resolution. The amendments to the New Articles allowthe Company to take advantage of such provision.

The New Articles also reflect the fact that the concept of extraordinary general meetings has been abolished in the Companies Act2006 and all meetings (other than an annual general meeting) are referred to as general meetings.

Votes of membersUnder the Companies Act 2006, proxies are entitled to vote on a show of hands whereas under the Current Articles proxies are onlypermitted to vote on a poll. Multiple proxies may be appointed provided that each proxy is appointed to exercise the rights attachedto a different share held by the member. The provisions of the New Articles have been amended accordingly.

Multiple corporate representatives may be appointed but if they purport to exercise their rights in different ways, then the poweris treated as not being exercised. There is currently uncertainty and differing views on the legal interpretation of section 323 ofthe Companies Act 2006. For this reason, the provisions in the Current Articles dealing with the rights of corporate representativeshave been removed.


Explanatory Notes of the Principal Changes to theCompany’s Articles of Association

Directors’ interests in sharesThe provisions relating to the disclosure of interests in shares contained in the Companies Act 1985 have been repealed andreplaced with the Disclosure and Transparency Rules. As there is now no requirement to maintain a register of Directors’ interests,this provision has been removed in the New Articles.

Directors’ conflicts of interestThe Companies Act 2006 sets out directors’ general duties which largely codify the existing law but with some changes. Under theCompanies Act 2006, a director must avoid a situation where he has, or can have, a direct or indirect interest that conflicts, orpossibly may conflict, with the Company’s interests. The requirement is very broad and could apply, for example, if a directorbecomes a director of another company or a trustee of another organisation. The Companies Act 2006 allows directors of publiccompanies to authorise conflicts and potential conflicts where appropriate, where the Articles of Association contain a provisionto this effect. The Companies Act 2006 also allows the Articles of Association to contain other provisions for dealing with directors’conflicts of interest to avoid a breach of duty. The New Articles give the Directors authority to approve such situations and toinclude other provisions to allow conflicts of interest to be dealt with in a similar way to the current position.

There are safeguards that will apply when the Directors decide whether to authorise a conflict or potential conflict. First, onlyDirectors who have no interest in the matter being considered will be able to take the relevant decision. Secondly, in taking thedecision the Directors must act in a way they consider, in good faith, will be most likely to promote the Company’s success. TheDirectors will be able to impose limits or conditions when giving authorisation if they think that this is appropriate.

It is proposed to include provisions relating to confidential information and the availability of Board papers to protect a Directorbeing in breach of duty if a conflict of interest or potential conflict of interest arises. These provisions will only apply where theposition giving rise to the potential conflict has previously been authorised by the Directors.

IndemnityThe Companies Act 2006 has widened the scope of a company’s power to indemnify directors. In particular, a company can nowindemnify a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection withthat company’s activities as trustee of the scheme. In addition, the existing exemption allowing a company to provide money forthe purposes of funding a director’s defence in court proceedings now expressly covers regulatory proceedings and applies toassociated companies. Relevant provisions have been included in the New Articles to reflect these changes.

GeneralIt is also proposed in the New Articles to increase the maximum number of Directors permitted by the Current Articles from eightto ten.

Consequential amendments have been made in the New Articles to reflect new definitions in the Companies Act 2006 and otheramendments which are of a minor, technical or clarifying nature.

I/We...................................................................................................................................................................................................................................................................(BLOCK LETTERS PLEASE)

of........................................................................................................................................................................................................................................................................

being (a) member(s) of Eleco plc hereby appoint.............................................................................(name)/the Chairman of the meeting (note 1) as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting to be held at the Brewers’ Hall,Aldermanbury Square, London EC2V 7HR at 12 noon on 5 November 2008 and at any adjournment thereof.

I/We wish to vote as follows:

VOTERESOLUTIONS FOR AGAINST WITHHELD

1 Financial Statements and Directors’ and Auditor’s Reports

2 Approval of the Remuneration Report

3 Approval of the declaration of a dividend

4 Re-election of J H B Ketteley

5 Re-election of F E Newby

6 Re-appointment of the Auditors

7 Disapplication of pre-emption rights*

8 Purchase of Company’s own shares*

9 Adoption of new Articles of Association*

*Special resolution – requires the support of not less than 75 per cent. of the votes cast for the resolution to be carried.

Signature...................................................................................................................... Date .....................................................................................................................

NOTES

1. If you wish to appoint a proxy other than the Chairman of the meeting, please insert the name of the person you wish to appoint in the space provided anddelete the words “Chairman of the meeting". A proxy need not be a member of the Company, but must attend the meeting in person to represent you. Aproxy may vote both on a show of hands and on a poll.

2. Please indicate with an “X” in the spaces above how you wish to vote, unless so indicated the proxy may vote as he thinks fit or abstain from voting.

3. In the case of a corporation, a form of proxy should be under its common seal or otherwise duly executed in accordance with its Articles of Association orunder the hand of an officer or attorney so authorised. In the case of joint holders, the vote of the senior holder, whether in person or by proxy, will beaccepted to the exclusion of the votes of the other joint holder, seniority being determined by the order in which the names stand in the Register of Members.

4. To be valid, a form of proxy duly completed, together with the power of attorney or other authority, if any, under which it is assigned or a notarially certifiedcopy of such power of authority, must reach the Company's registrars at the address over-leaf not later than 48 hours before the time fixed for the meeting.

5. The “Vote Withheld” option is provided to enable you to abstain on a particular resolution. However, it should be noted that a “Vote Withheld” is not a votein law and will not be counted in the calculation of the proportion of votes cast “For” and “Against” a resolution.

Form of Proxy Eleco plc✂

Third Fold and Tuck in

Second Fold

First

Fold

11BUSINESS REPLY SERVICE

Licence No. MB 122

Capita Registrars (Proxies)

PO Box 25

BECKENHAM

Kent

BR3 4BR

Contents

Financial Highlights ................................................................ 1

Chairman’s Statement............................................................ 2

Financial Review ...................................................................... 5

Board of Directors and Company Advisers ........................ 9

Directors’ Report...................................................................... 10

Corporate Governance Report .............................................. 13

Remuneration Report ............................................................. 14


Consolidated Income Statement.......................................... 20

Consolidated Statement of Recognised Income and Expense ............................................................... 20

Consolidated Balance Sheet ................................................. 21

Consolidated Cash Flow Statement .................................... 22

Significant Accounting Policies ........................................... 23

Notes to the Consolidated Financial Statements............ 28

Notes explaining transition to IFRS.................................... 50

Reconcilation of Profit ........................................................... 51

Reconciliation of Equity 2006 ............................................. 52

Reconciliation of Equity 2007.............................................. 53


Company Balance Sheet ........................................................ 55

Statement of Company Accounting Policies .................... 56

Notes to the Company Financial Statements................... 57

Five Year Summary.................................................................. 62

Financial Calendar................................................................... 62

Capital Gains Tax..................................................................... 62

Notice of Meeting ................................................................... 63

Explanatory Notes of the Principal Changesto the Company’s Articles of Association ......................... 65

Form of Proxy........................................................................... 67

Group Directory........................................................................ IBC

Front cover:Dalry School, Ayrshire, ScotlandSpeedDeck Building Systems

Group Directory

Building SystemsBELL & WEBSTER CONCRETE LIMITEDGrantham, LincolnshireTel: +44 (0) 1476 562277 Fax: +44 (0) 1476 562944E-mail: [email protected]: www.eleco.com/bellandwebsterManufacturer and supplier of FastBuildTM precast concrete rooms,retaining walls, terracing units and other contrete products.MILBURY SYSTEMS LIMITEDLydney, GloucestershireTel: +44 (0) 1275 857799 Fax: +44 (0) 1275 853123E-mail: [email protected]: www.milbury.comManufacturer and supplier of prestressed and precast retainingstructures

GANG-NAIL SYSTEMS LIMITEDAldershot, HampshireTel: +44 (0) 1252 334691 Fax: +44 (0) 1252 334562E-mail: [email protected]: www.eleco.com/gangnailManufacturer and supplier of roof truss connector plates,Ecojoist® floor joist webs and associated design and engineeringsoftware.

ELECO BAUPRODUKTE GmbHMunich, GermanyTel: +49 (0) 816 187960 Fax: +49 (0) 816 1879633E-mail: [email protected]: www.eleco.com/elecobauprodukteSupplier of roof truss connector plates and associated design andengineering software.

INTERNATIONAL TRUSS SYSTEMS (PTY) LIMITEDJohannesburg, South AfricaTel: +27 (0) 11 397 4441 Fax: +27 (0) 11 397 4929E-mail: [email protected]: www.eleco.com/itsSupplier of roof truss connector plates and associated design andengineering software.

SPEEDDECK BUILDING SYSTEMS LIMITEDYaxley, SuffolkTel: +44 (0) 1379 788166 Fax: +44 (0) 1379 788161E-mail: [email protected]: www.eleco.com/speeddeckManufacturer and supplier of secret-fix and standing seam metalroofing and Vitesse® wall and rainscreen cladding systems.

DOWNER CLADDING SYSTEMS LIMITEDYaxley, SuffolkTel: +44 (0) 1379 787215 Fax: +44 (0) 1379 788161E-mail: [email protected]: www.eleco.com/downerSupplier of fixing and support systems for rainscreen cladding.

PROMPT PROFILES LIMITEDNorwich, NorfolkTel: +44 (0) 1603 720090 Fax: +44 (0) 1603 720202E-mail: [email protected]: www.eleco.com/promptprofilesManufacturer and supplier of profiled metal products for theroofing systems industry.

ELECO TIMBER FRAME LIMITEDYaxley, Suffolk Liverpool, MerseysideTel: +44 (0) 1379 783465 Tel: +44 (0) 151 448 0066Fax: +44 (0) 1379 783659 Fax: +44 (0) 151 448 0066Website: www.eleco.com/elecotimberframeManufacturer and supplier of ElecoFrame® timber frame,EcoJoist® floor joist and ElecoFloor® acoustic flooring products

SoftwareASTA DEVELOPMENT PLCThame, OxfordshireTel: +44 (0) 1844 261700 Fax: +44 (0) 1844 261314E-mail: [email protected]: www.astadev.comDeveloper and supplier of project and resource managementsoftware.

CONSULTEC BYGGPROGRAM ABSkellefteå, SwedenTel: +46 (0) 910 87878 Fax: +46 (0) 910 87809E-mail: [email protected]: www.consultec.seDeveloper and supplier of building project software.

CONSULTEC SYSTEM ABSkellefteå, SwedenTel: +46 (0) 910 87800 Fax: +46 (0) 910 87849E-mail: [email protected]: www.consultec.seDeveloper and supplier of design and engineering software.

CONSULTEC ARKITEKTER & KONSTRUKTORER ABSkellefteå, SwedenTel: +46 (0) 910 87800 Fax: +46 (0) 910 87809E-mail: [email protected]: www.consultec.seArchitectural consultancy and software reseller.

ELECO SOFTWARE LIMITEDAldershot, HampshireTel: +44 (0) 1252 334695 Fax: +44 (0) 1252 332287E-mail: [email protected]: www.eleco.com/softwareDeveloper and supplier of 3D design and engineering software.

ELECO SOFTWARE GmbHHameln, GermanyTel: +49 (0) 5151 787 9928 Fax: +49 (0) 5151 787 9929E-mail: [email protected]: www.elecosoftware.deDeveloper and supplier of 3D design software.

ESIGN SOFTWARE GmbHHanover, GermanyTel: +49 (0) 511 856 14340 Fax: +49 (0) 511 856 14343E-mail: [email protected]: www.e-sign.com

Developer and supplier of software solutions for the floorcoverings industry.

Eleco plcEleco House15 Gentlemen’s FieldWestmill RoadWare, HertfordshireUnited KingdomSG12 0EF

t +44 (0)1920 443830f +44 (0)1920 [email protected]

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Eleco plc Annual Report and Accounts 2008Printed by Park Communications Limited

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